S02 Solicitation Motorola Radios BH 36C26326Q0388.docx

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

36C26326Q0388 02-27-2026 Tess Thunder 701-239-3700 ext. 2422 03-13-2026 17:00

CDT

36C263

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

2101 NORTH ELM STREET (04-S)

FARGO ND 58102

X

334220 1250 Employees

N/A

DEPARTMENT OF VETERAN AFFAIRS

BLACK HILLS VA HEALTH CARE SYSTEM

113 COMANCHE ROAD

FORT MEADE SD 57741

36C263

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

2101 NORTH ELM STREET (04-S)

FARGO ND 58102

Y

DEPARTMENT OF VETERANS AFFAIRS

FINANCIAL SERVICES CENTER

FMS-VA-2 (101)

PO BOX 149971

AUSTIN TX 78714-9971

877-353-9791 512-460-5540

See CONTINUATION Page Provide Motorola Radios for the Black Hills VA Health Care System in accordance with the Statement of Work and Schedule below.

Prior to submitting a quote, please review all documentation

Review and follow INSTRUCTIONS TO OFFERORS in Section E.2 Addendum 52.212-1.

This solicitation is a set-aside for Small Business.

See CONTINUATION Page

Joseph Bloomer

VA-VHA-RPOC-2025-0046

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 36C263 Joey Bloomer

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

2101 NORTH ELM STREET (04-S)

FARGO ND 58102

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.

http://www.tungsten-network.com/US/en/veterans-affairs/.

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

APX8500 ALL BAND MP MOBILE

Contract Period: Base POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 5820 - Radio and Television Communication Equipment, Except Airborne

MANUFACTURER PART NUMBER (MPN): M37TSS9PW1CN

ADD: ALL BAND MOBILE ANTENNA (7/8/V/U)

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): GA01513

ADD: REMOTE MOUNT CABLE 17 FT APX

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): G628

SOFTWARE LICENSE ENH:SMARTZONE

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): G51

ADD: APXM DUAL E5 CH

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): GA00092AU

ADD: NO BLUETOOTH/WIFI/GPS ANTENNA NEEDED

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): GA01606AA

ADD: AUXILIARY SPKR 7.5 WATT APX

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): B18

ADD: AES ENCRYPTION AND ADP

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): G843

ADD: APX CONTROL HEAD SOFTWARE.

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): G444

ADD: REMOTE MOUNT E5 MP

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): G67EH

DEL: NO J600 ADAPTER CABLE NEEDED

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): GA01517

SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): G806

ADD: APX E5 CONTROL HEAD

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): GA01670

ADD: STD PALM MICROPHONE APX

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): W22

SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): G361

ADD: TDMA OPERATION

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): GA00580

ENH: 3 YEAR ESSENTIAL SVC

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): G78

SOFTWARE LICENSE ENH: MULTIKEY OPERATION

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): W969

DEVICE INSTALLATION

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): LSV00Q00203A

DEVICE MISCELLANEOUS DEVICE PARTS/EQUIPMENT

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): LSV00Q01073A

ASTRO TECHNICAL ASSISTANCE

POP Begin: 03-24-2026 POP End: 03-23-2027 PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing

MANUFACTURER PART NUMBER (MPN): LSV01Q00387A

Page 1 of Page 1 of

B.3 STATEMENT OF WORK

Motorola APX 8500 Radios (Multiband, Multikey, LTE) Introduction:

The Black Hills VA Health Care System (BHVAHCS) has a requirement to purchase with an authorized vendor to supply and deliver Motorola APX8500 mobile multi-band radios, including installation, software, and programming for the Forte Mead Medical Center ambulances. This requirement is a brand name only procurement.

Table 1 – Package Items Summary

5.

ADD: APX E5 CONTROL HEAD.

ADD: TDMA OPERATION.

General Conditions:

The address of the Fort Meade VAMC is listed below.

Fort Meade VA Health Care System Bldg 89 Warehouse 113 Comanche Road Fort Meade, SD 57741 Delivery Schedule:

Items shall be delivered no earlier than the estimated delivery start date and no later than the delivery end date listed in Table 2 below.

Table 2 – Anticipated Building Outfitting Schedule

Bldg. 89 Delivery and Bldg. 50 will maintain until installation

*Subject to change 30 June 2026

*Subject to change

Schedule and Order Management:

The above delivery schedule is based upon the current construction schedule, which is subject to change. The vendor shall not increase prices for a change in delivery date for up to 90 days due to construction delays.

The awardee actual delivery dates will be confirmed by VA upon award.

Post-award the vendor will coordinate delivery prior to beginning any work. Once the dates have been confirmed, modifications to the schedule are subject to written approval by the VA POC. Schedule changes that are beyond the dates specified in the contract will require approval by the Contracting Officer and a contract modification.

Delivery and Receiving:

Delivery and receipt of the proposed items is anticipated to be directed to the location identified below. Confirmation of delivery location will be provided by the VA POC post-award. Delivery must be coordinated with VA Logistics Warehouse at 605-345-2511 extension 17023 for Fort Meade to any attempts at delivery. Any item that has not been coordinated will be turned away and any additional charges will be the responsibility of the sender/transportation company.

Delivery shall be freight on board (FOB) – Destination.

The vendor is required to define the need for a staging area to accommodate item delivery, if needed. Post-award, this information will be confirmed with the vendor.

The delivery of items identified in this document shall take place during normal business hours which are defined as: 0800 to 1530, Monday through Friday, and excluding Federal Holidays.

Delivery trucks will not be permitted to remain at the loading dock. Trucks shall be unloaded, moved from the dock, and then brought back to the dock if required to haul out any waste, tools, or excess materials.

Labeling of delivered items shall include the awarded contract number and VA purchase order number for identification and reference upon receipt of product.

Delivery and Installation:

Offloading the equipment from the truck, moving the equipment to the correct delivery location in the space, uncrating or unboxing the equipment and removing all trash, setting up the equipment according to the manufacturers specification and testing the equipment to verify that it is operational. Equipment installation paperwork & warranty information must be handed to the approved government contract onsite.

Use of Warehouse:

If the vendor requires the use of the Government’s activation contractor’s warehouse to meet the requirements of this contract the vendor must provide a certificate of insurance prior to the delivery and offloading of the item(s). This insurance certificate must be completed and presented to the activation contractor prior to delivery.

The vendor shall communicate through the VA POC any required coordination requirements.

Clean Up and Disposal:

There are no dumpsters available for vendor use.

The removal of waste and/or excess material shall be conducted through the loading dock area. Delivery trucks and/or other vendor vehicles will not be permitted to remain at the loading dock. Vehicles will need to be brought back to the dock if required to remove any waste, tools, or excess materials.

Installation: Manufacturer Certified Installation Required The vendor is required to manage and coordinate installation at the VABHHCS with the COR of this contract.

Installation and assembly shall take place during normal business hours which are defined as: 0800 to 1530, Monday through Friday, and excluding Federal Holidays.

The vendor is required to define the need for a staging area to accommodate item assembly and installation, if needed. Post-award, this information will be confirmed with the vendor.

The vendor is required to provide tools, labor and materials to complete assembly and installation of the items detailed in this document.

The vendor shall protect all finished spaces and surfaces as required from delivery and installation damage. The vendor shall use covering and protection to the extent necessary to prevent damage to finished spaces. Any damage occurred during delivery and installation is the responsibility of the vendor. The vendor will be responsible for paying for and repairing any damage or noted deficiencies to finished spaces and surfaces that occur as a result of the vendor’s (or associated sub-contractors) installation.

During the entire duration of assembly and installation, the vendor will have a competent representative on-site as the vendor’s contact, and to serve as the interface between the vendor and COR for this contract. On-site representative can be the installer. All instructions provided from COR to the representative will be binding as if given to the vendor’s main contact. The COR may provide specific instructions, however, only the Contracting Officer may change the terms or conditions of the contract.

Standard Warranty:

The products shall be covered by vendor’s standard warranty terms and provisions. Vendors to provide their standard warranty information in their proposals.

The warranty period set forth therein shall be for three years following the date of installation at the VABHHCS.

The vendor shall extend such warranty directly to the customer as if such customer had purchased the Products directly from the vendor.

The vendor shall warrant the products against defects in material and workmanship under normal use and service, repair or replace at vendor’s cost any defective Product (or issue a credit or refund, as the case may be, based on the purchase price paid therefore); and The vendor shall pay (or refund the amount of) all freight and shipping charges for any defective Products returned under this paragraph.

Use of Premises:

If during the performance of this contract, work will be carried out on VABHHCS premises, the vendor shall perform all work in such a manner that will cause a minimum interference with VABHHCS operations and the operations of other contractors on the premises.

The vendor shall communicate through the VA POC any required coordination requirements with the General Construction contractor (GC) prior to and during delivery and installation activities.

The project may be an active construction site during delivery and installation. The vendor shall take all necessary precautions to protect the premises and all persons and property therein from damage or injury. The vendor shall assume responsibility for taking precautions for the vendor's (and associated subcontractors’) employees, agents, licensees, and permittees. The vendor shall abide by any safety requirements imposed by the GC (e.g., hard hats, safety vests).

Function/Performance/Specification- Brand Name:

Item Name: Motorola APX 8500 Multiband, Multikey Item Description:

· (4) APX 8500 Radios

· (4) Dual E5 Control heads (driver and medic station)

· (8) Standard APX Handmics

· (4) Multiband antennas with cabling

· (4) TDMA Software

· (4) Software

· Miscellaneous adapters installed in each ambulance Characteristics: The radios must communicate on Very-High Frequency (VHF), Ultra-High Frequency (UHF) 1 & 2, 700/800-Megahertz, LTE SmartConnect communication via FirstNet through the South Dakota Radio, Multikey Advanced Encryption Standard (AES) 256, and Advanced Digital Privacy (ADP) Service: The radios will require installation and programming Training and Security Requirements Contractor Training: All contractors on-site shall complete required training. Each contractor is required to print, review, and sign the attached TMS 20939 document. Contract owner/supervisor must send signed TMS 20939 documents to the contract COR prior to work starting. See section D.1 for attachment.

Security: Installation may occur on VA campus or may occur at vendors shop depending on weather and bay availability. The contractors performing work shall obtain a visitor pass before performing services. The visitor pass shall be visible at all times while on BHVAHCS premises. The contractors performing work will be escorted while onsite if installation is at the BHVAHCS premises.

(END)

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)(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 (October 2025). 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 Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other direct costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’”.]

(2) Indirect costs (material handling, subcontract administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

(2) Total cost. The total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment—

(A) The original timecards…