36C24726Q0182.docx

36C24726Q0182

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

619-26-2-244-0066 36C24726Q0182 12-19-2025 Quincy Alexander 334-725-2819 12-29-2025 12pm

EST

Department of Veterans Affairs Central Alabama Veterans Health Care 215 Perry Hill Road Montgomery

AL

36109-3798 X X 811210 $34 Million

NET 30

N/A X VA Medical Center 215 Perry Hill Rd Montgomery, Al 36109

Department of Veterans Affairs Central Alabama Health Care System East Campus 2400 Hospital Road Tuskegee

AL

36083-5001

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Bsae Year- 2 Mar 2026- 1 Mar 2027 Op Year one- 2 Mar 2027- 1 Mar 2028 Op Year two- 2 Mar 2028- 1 Mar 2029 Op Year three- 2 Mar 2029- 1 Mar 2030 Op Year four- 2 Mar 2030- 1 Mar 2031 COR- Jasmine McCloud 334-314-1762 jasmine.McCloud@va.gov See CONTINUATION Page X x Quincy Alexander Contract Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

INTENTIONALLY LEFT BLANK

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C247 Quincy Alexander

Central Alabama Veterans Health Care

215 Perry Hill Road Montgomery AL 36109-3798

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

STATEMENT OF WORK

B.1 EQUIPMENT:

Guldmann Patient Ceiling Lifts and options/accessories serviced and maintained for the Department of Veterans Affairs Medical Center, Central Alabama Veterans Health Care System, 215 Perry Hill Road, Montgomery, Alabama, 36109 and Central Alabama Veterans Health Care System 2400 Hospital Road, Tuskegee, Alabama 36083, MVAC Outpatient Clinic 8105 Veterans Way, Montgomery, Alabama, and Poydasheff VA Clinic, 6910 River Road, Columbus, Ga. 31904.

Equipment:

B.1.2 DEFINITIONS/ACRONYMS:

A. HTM Staff Engineer (Jasmine McCloud) or designee, Bldg. 4 Room GE117, Telephone 334-314-1762 West Campus, 215 Perry Hill Road, Montgomery, Al. 36109, B. CO - Contracting Officer, C. COR - Contracting Officer Representative, D. PM - Preventive Maintenance Inspections performed in May of each year. Services which are periodic in nature and are required to maintain the equipment in such condition that it may be operated in accordance with its intended design and functional capacity with minimal incidence of malfunction or inoperative conditions, E. FSE - Field Service Engineer. This is a person who is authorized by the contractor to perform maintenance (corrective and/or preventive) services on the Department of Veterans Affairs Medical Center premises, F. ESR - Vendor Engineering Service Report. A documentation of the services rendered for each incidence of work performance under the terms and condition of the contract, G. Acceptance Signature. VA employee who indicates FSE demonstrated service conclusion/status and user has accepted work as complete/pending as stated in ESR, H. Authorization Signature. COR's signature indicates COR accept work status as stated in ESR, I. NFPA - National Fire Protection Association, J. CDRH - Center for Devices and Radiological Health, K. OSHA - Occupational Safety and Health Administration, L. Joint Commission - Joint Commission on Accreditation of Healthcare Organizations, M. FDA - Food and Drug Administration, N. DVAMC - Department of Veterans Affairs Medical Center, O. ISO 9001 – International Organization for Standardization standard.

P. Normal Working Hours - Monday through Friday, 8:00 a.m. CT – 4:30 p.m. CT, excluding weekends and Federal Holidays, Q. Guldmann Certified Technician – Technician who has successfully completed Guldmann service training and holds all necessary credentials, in accordance with, the latest Guldmann ISO 10535:2021 standards and has a valid Guldmann SIC code.

B.1.3 CONFORMANCE STANDARDS & PERFORMANCE PERIOD:

Contract service shall ensure that the equipment functions in conformance with the latest published edition of NFPA-99, OSHA, CDRH, Joint Commission, FDA, ISO 9001, manufacturer specifications and VA requirements for overhead lifts (additional forms required). To ensure the preservation of the functional integrity and safety of patient ceiling lifts sophisticated technology, CAVHCS requires that all service and maintenance activities are performed, exclusively by a Certified Guldmann Technician, whose credentials remain current.

B.1.4 HOURS OF COVERAGE:

A. Normal hours of coverage shall be Monday through Friday from 8:00a.m. CT to 4:30p.m. CT, excluding weekends and federal holidays. All service/repairs will be performed during normal hours of coverage unless requested or approved by COR.

B. Preventive maintenance inspections are to be scheduled at least five days in advance with Contracting Officer Representative (COR). Coordination may be done by telephone.

C. Preventive maintenance inspections will be performed annually in the month of May.

D. Federal Holidays observed by the DVAMC are: New Year’s Day, Labor Day, Martin Luther King Day, Columbus Day, President's Day, Veterans Day, Memorial Day, Thanksgiving Day, Independence Day, Christmas Day, Juneteenth.

B.1.5 UNSCHEDULED MAINTENANCE:

A. The contractor shall maintain the equipment in accordance with Section B.1.3, Conformance Standards. The contractor shall provide repair service which may consist of calibration, cleaning, oiling, adjusting, replacing parts, and maintaining the equipment, including all intervening calls necessary between regular services and calibrations. All required parts shall be furnished.

B. The CO, COR or designated alternate has the authority to approve/request a service call from the contractor.

C. Response Time: Contractor's FSE must respond with a telephone call to the COR and his/her designee within two (2) hours after receipt of telephone notification 24 hours per day. If the problem cannot be corrected by phone, the FSE will commence work (on-site physical response) within twenty-four (24) hours after receipt of notification and will proceed progressively to completion without undue delay.

For example, if hours of coverage are 8:00 a.m. CT to 4:30 p.m. CT, a 24-hour response means, if a call is placed at 3:45 p.m. CT. Monday, August 10, the FSE must start on-site service before 3:45 p.m. CT Thursday, August 13, except when outside hours of coverage is authorized by the COR.

B.1.6 SCHEDULED MAINTENANCE:

A. The contractor shall perform PM Service in May, and to ensure that equipment listed in the schedule performs in accordance with Section B.1.3, Conformance Standards. The contractor shall provide and utilize procedures and checklists, with worksheet originals indicating work performed and actual values obtained (as applicable) and shall provide said documentation to the COR at the completion of the PM.

PM services shall include, but may not be limited to, the following:

1. Ensure that all sub-ceiling reinforcement/gearing components are secure to the structure and that all nuts and bolts are secure,

2. Ensure that all rail brackets are tightened to specified torque requirements and plastic plugs are installed,

3. Check and clean rail system and ensure that it is fully functional,

4. Inspect and clean the combi-lock, switch track, and/or turntable. Ensure that they are functioning as designed. (If fitted),

5. Weight test rail system at 1.5 times the system’s weight capacity of the rail system. If visual inspection of anchorage drop points can’t be done, it is done at 1.5 times the system’s weight capacity (I.E., hard pan ceilings),

6. Test hoist and drive motor for proper functions,

7. Test charging liners for proper voltage,

8. Label indicating date of last inspection, technician that performed the inspection, and the weight limit of rail system,

9. Contractor provides all parts, calibration, labor, misc., and travel to repair Guldmann Ceiling Lifts,

10. Contractor repairs and makes completely operational the Guldmann Ceiling Lifts,

11. Contractor uses certified Guldmann trained technicians and uses Guldmann parts for the repairs,

12. Contractor performs repairs to manufacturer’s specifications,

13. Contractor provides detailed and separate documentation of each inspection and repair,

14. Cleaning of equipment,

15. Reviewing operating system software diagnostics to ensure that the system is operating to the manufacturer's specifications,

16. Calibrating and lubricating the equipment,

17. Performing remedial maintenance of non-emergent nature,

18. Testing and replacing faulty and worn parts and/or parts which are likely to become faulty, fail or become worn,

19. Inspecting, and replacing where indicated, tubing for wear and fraying,

20. Measuring, adjusting, and calibrating as necessary,

21. Inspecting, and replacing where indicated, electrical wiring and cables for wear and fraying,

22. Inspecting and replacing where indicated, all mechanical components including, for mechanical integrity, safety, and performance,

23. Apply gummed label, dated & signed, certifying performance and safety to meet MFG'S published specifications as of that date,

24. Returning the equipment to the operating condition defined in Section B-1.3, Conformance Standards,

25. Providing documentation (worksheet) of services performed on each machine tested.

PM services shall be performed in accordance with, and during the hours defined in, the preventive maintenance schedule established herein. All exceptions to the PM schedule shall be arranged and approved in advance with the COR. Any charges for parts, services, manuals, tools, or software required to successfully complete scheduled PM are included within this contract, and it’s agreed upon price, unless specifically stated in writing otherwise.

A. The contractor shall furnish documentation, including all measurements and calibration data, B. The contractor shall furnish all backup documentation to ensure that the system is performing in accordance with B.1.3, Conformance Standards.

B.1.7 PARTS:

The contractor shall furnish and replace parts to meet up-time requirements (consumables are not covered). The contractor has ready access to unique and/or high mortality replacement parts. All parts supplied shall be compatible with existing equipment. The contract shall include all parts and software. The contractor shall use new parts.

B.1.8 SERVICE MANUALS:

The DVAMC shall not provide services manuals or service diagnostic software to the contractor. The contractor shall obtain, have on file, and make available to its FSE's all operational and technical documentation, (such as operational and service manuals, schematics, and parts list), which are necessary to meet the performance requirements of this contract. The location and listing of the service data manuals, by name, and/or the manuals themselves shall be provided to the CO or COR upon request.

B.1.9 DOCUMENTATION/REPORTS:

The documentation will include detailed descriptions of the scheduled and unscheduled maintenance procedures performed, including replaced parts required to maintain the equipment in accordance with conformance standards. Such documentation shall meet the guidelines as set forth in Section B.1.3, Conformance Standards. In addition, each ESR shall, at a minimum, document the following data legibly and in complete detail:

A. Name of Contractor, B. Name of FSE who performed services, C. Contractor Service ESR Number/Log Number, D. Date, Time (starting and ending), and Hours-On-Site for service call, E. Description of Problem Reported by COR/User, F. Identification of Equipment to be serviced: INV. ID number, Manufacture's name, Device Name, Model number, Serial number, and any other Manufacturer's identification numbers, G. Itemized Description of Service Performed, including Labor and Travel, Parts (with part numbers), Materials and Circuit Location of problem/corrective action, H. Total Cost to be billed, I. Signatures:

1. FSE performing services described,

2. VA Employee who witnessed service described may initial said ESR, but only the COR has the authority to sign the ESR J. Equipment downtime, K. VA Purchase Order Number.

L. Test equipment used shall be listed on service ticket for each device.

M. M. Provide separate service ticket for each device.

N. N. List all the test equipment used on the device on each service ticket to meet ISO 9001 standard.

NOTE: ANY ADDITIONAL CHARGES CLAIMED MUST BE APPROVED BY THE CO BEFORE SERVICE IS COMPLETED!

B.1.10 REPORTING REQUIREMENTS:

The contractor shall be required to report to the HTM Staff Engineer or designee. This check-in is mandatory. When the service is completed, the FSE shall document services rendered on a legible ESR (s). The FSE shall be required to log out with the HTM Staff Engineer or designee, and submit the ESR (s) to the COR. ALL ESRs shall be submitted to the equipment user for an "acceptance signature" and to the COR for an "authorization signature". If the COR is unavailable a signed, authorized, copy of the ESR will be sent to the contractor after the work can be reviewed (if request or noted on the ESR).

B.1.11 PAYMENT:

Invoices will be paid in arrears after preventive maintenance is performed.

Invoices shall be Line Itemized.

B.1.12 ADDITIONAL CHARGES:

There will be no additional charge for time spent at the site during, or after the normal hours of coverage awaiting the arrival of additional FSE and/or delivery of parts.

B.1.13 REPORTING REQUIRED SERVICES BEYOND THE CONTRACT SCOPE:

The Contractor shall immediately, but not later than 24 consecutive hours after discovery notify the CO and COR, in writing, of the existence or the development of any defects in, or repairs required to the scheduled equipment which the Contractor considers he/she is not responsible for under the terms of the contract.

The contractor shall furnish the CO and COR with a written estimate of the cost to make necessary repairs.

B.1.14 CONDITION OF EQUIPMENT:

The contractor accepts responsibility for the equipment described in the schedule "as is" condition. Failure to inspect the equipment prior to contract award shall not relieve the contractor from the performance of the requirements of this contract.

B.1.15 BIDDER’S QUALIFICATIONS:

The Bidder is required to have adequate equipment, facilities, personnel, and necessary experience to meet the requirements of this contract. Any bidder, who does not have adequate experience, trained personnel and/or required equipment will be rejected. To assist in this determination, offeror is required to furnish the following information:

A. Number of years’ experience performing PMI’s and repairs on Guldmann Patient Ceiling Lifts.

B. Provides a copy of the offeror’s current Guldmann Product and Installation Certificates and Service Certificates with course dates.

C. Provides certification that offeror has a Guldmann Service Information Console (SIC) Technician Code in good standing with issue date.

D. Provides certification that offeror has the first and second generation communicate cables to communicate with the hoist.

E. Provides certification that offeror has the latest version of Guldmann’ s proprietary software and provides the software version.

F. Provides certification that offeror is in good standing with Guldmann to purchase OEM parts.

G. Provides certification that offeror has set of test weights according to ISO 10535:2021.

B.1.16 COMPETENCY OF PERSONNELSERVICING EQUIPMENT:

A. "Fully Qualified" is based upon training and on experience in the field. For training, the FSE(s) has successfully completed formalized manufacturer’s training programs within the last two years, for the equipment identified in the equipment schedule, and annual refresher course. For field experience, the FSE(s) has a minimum of two years of experience, with respect to scheduled and unscheduled preventive and remedial maintenance, on equipment listed.

B. The FSEs shall be authorized by the contractor to perform the maintenance services. All work shall be performed by "Fully Qualified" competent FSEs. The contractor shall provide written assurance of the competency of their personnel and a list of credentials of approved FSEs for each make and model that the contractor services at the DVAMC. The CO may authenticate the training requirements, request training certificates or credentials from the contractor at any time for any personnel who are servicing or installing any DVAMC equipment. The CO and/or the COR specifically reserve the right to reject any of the contractor's personnel and refuse them permission to work on the DVAMC equipment.

C. Subcontractor will not be used under this contract unless authorized and approved by the COR.

B.1.17 TEST EQUIPMENT:

Test equipment shall meet ISO 9001 standards.

Prior to commencement of work on this contract, the contractor shall provide the DVAMC with a copy of the current calibration certification of all test equipment which is to be used by the contractor on DVAMC's equipment. This certification shall also be provided on a periodic basis when requested by the DVAMC. Test equipment calibration shall be traceable to a national standard.

B.1.18 IDENTIFICATION, PARKING, SMOKING, AND VA REGULATIONS:

The Contractor's FSE shall always wear visible identification while on the premises of the DVAMC. It is the responsibility of the contractor to park in the appropriate designated parking areas. Information on parking is available from the DVAMC Police Section. The DVAMC will not invalidate or make reimbursement for parking violations by the contractor under any conditions. Smoking is prohibited inside any buildings at the DVAMC. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

B.1.19 Obtaining a VA IDENTIFICATION Badge:

Within the first month of the service contract, the contractor’s service technician(s) to arrange with the HTM Staff Engineer to obtain identification badge. The process requires contractor’s service technician(s) to bring two (2) valid forms of identification, completion of VA Form 0711, fingerprints, photograph, and possible background check. The process of receiving the Identification badge takes 2-4 weeks.

B.1.20 INSURANCE:

A. Worker compensation and employer's liability. Contractors are required to comply with applicable Federal and State Worker Compensation and Occupational Disease Statutes.

B. General Liability. Contractors are required to have Bodily Injury Liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

C. Property Damage Liability. Contractors are required to have Property Damage Liability insurance coverage of at least $500,000.

D. Medical Liability. Contractors are required to have Indemnification and Medical Liability insurance coverage of at least $1,000,000.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Guldmann Ceiling Lifts Service Contract includes travel, labor, parts, shipping, repairs, and preventive maintenance for the contract period. Guldmann Patient Ceiling Lifts preventive maintenance service performed in the month of May.

Contract Period: Base POP Begin: 03-02-2026 POP End: 03-01-2027

LOCAL STOCK NUMBER: 2

Guldmann Ceiling Lifts Service Contract includes travel, labor, parts, shipping, repairs, and preventive maintenance for the contract period. Guldmann Patient Ceiling Lifts preventive maintenance service performed in the month of May.

Contract Period: Option 1 POP Begin: 03-02-2027 POP End: 03-01-2028

Guldmann Ceiling Lifts Service Contract includes travel, labor, parts, shipping, repairs, and preventive maintenance for the contract period. Guldmann Patient Ceiling Lifts preventive maintenance service performed in the month of May.

Contract Period: Option 2 POP Begin: 03-02-2028 POP End: 03-01-2029

Guldmann Ceiling Lifts Service Contract includes travel, labor, parts, shipping, repairs, and preventive maintenance for the contract period. Guldmann Patient Ceiling Lifts preventive maintenance service performed in the month of May.

Contract Period: Option 3 POP Begin: 03-02-2029 POP End: 03-01-2030

Guldmann Ceiling Lifts Service Contract includes travel, labor, parts, shipping, repairs, and preventive maintenance for the contract period. Guldmann Patient Ceiling Lifts preventive maintenance service performed in the month of May.

Contract Period: Option 4 POP Begin: 03-02-2030 POP End: 03-01-2031

B.3 DELIVERY SCHEDULE

193.00

193.00

193.00

193.00

193.00

36C24726Q0182

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SECTION C - CONTRACT CLAUSES

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

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts.