36C25626Q0199v2 RFQ.docx

36C25626Q0199

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

12-03-2025 Christopher Rossi christopher.rossi2@va.gov 12-19-2025 13:00

CST

Department of Veterans Affairs Galleria Financial Center 5075 Westheimer Rd Suite 750 Houston TX 77056

X

811310 $12.5 Million

N/A

Southeast Louisiana Veterans Health Care System (SLVHCS) 2400 Canal St New Orleans LA 70119

Galleria Financial Center 5075 Westheimer Rd Suite 750 Houston TX 77056

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically 1-877-489-6135

X See CONTINUATION Page Non-Personal Services Housekeeping Equipment Maintenance and Repair Contract for the Southeast Louisiana Health Care Systems as per the attached Performance Work Statement (PWS)

Questions are due no later than 12/09/2025 13:00 CST via email to christopher.rossi2@va.gov

Responses are due no later than 12/19/2025 at 13:00 CST via email to christopher.rossi2@va.gov

Period of Performance:

Base Period: 01/01/2026 - 12/31/2026 Option Year 1: 01/01/2027 - 12/31/2027 Option Year 2: 01/01/2028 - 12/31/2028 Option Year 3: 01/01/2029 - 12/31/2029 Option Year 4: 01/01/2030 - 12/31/2030

Notice of 100% Total Service Disabled Veteran Owned Small Business Set-Aside.

See CONTINUATION Page

Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C256

Galleria Financial Center 5075 Westheimer Rd Suite 750 Houston TX 77056

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:

Performance Work Statement (PWS) Housekeeping Preventive Maintenance and Repair Southeast Louisiana Veterans Health Care System (SLVHCS) 2400 Canal St New Orleans, LA 70119

1. GENERAL: This is a non-personnel services contract to provide all labor, equipment, tools, supervision, transportation, administration and parts and materials (including lubricants) to provide repairs to all housekeeping equipment and provide a scheduled preventative maintenance (PM) and testing. This effort is to support the continuous operation of housekeeping equipment located at the Southeast VA medical center. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

2. DESCRIPTION OF SERVICES: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform Housekeeping Equipment Preventative Maintenance and Services as defined in this Performance Work Statement except for those items specified as government furnished property and services. The contractor shall perform to the standards in this contract.

3. BACKGROUND: This is a new Environmental Management System (EMS) equipment preventative maintenance service requirement.

4. OBJECTIVE: The Contractor shall provide services, which include repair, scheduled preventative maintenance (PM) and testing for Housekeeping located at 2400 Canal St. New Orleans, LA 70119.

5. PERIOD OF PERFORMANCE: The expected period of performance for this requirement is a base year and four options years (which may or may not be exercised based on the needs of and at the discretion of the government).

6. WORK HOURS AND SCHEDULING ARRANGEMENTS: Except by special alternative arrangement, scheduled preventive maintenance/services will be performed only during the facility’s normal business hours (8:00 a.m. to 4:30 p.m. Monday through Friday excluding federal holidays). When downtime for service/repairs is needed, the contractor shall notify the COR the same day (as soon as possible) upon observation. The Federal Holidays which are observed by the federal government are annotated below.

-New Year’s Day -Martin Luther King’s Birthday -President’s Day -Memorial Day -Juneteenth -Independence Day -Labor Day -Columbus Day -Veterans Day -Thanksgiving Day -Christmas Day -Any other day specifically declared to be a national holiday (per Federal Statute, Executive Order, or by the President’s Proclamation).

Usually holidays that fall on Saturday are observed on the preceding Friday and holidays that fall on Sunday are observed on the following Monday. Any questions pertaining to scheduling will be directed to the COR.

7. CONTRACTOR REQUIRED QUALIFICATIONS, EXPERIENCE & TECHNICAL CAPABILITY (TO PERFORM SERVICES) The contractor shall have at least 3 years’ experience in preventative maintenance of housekeeping floor care machines equipment in VA Medical Center and/or facilities of comparable size, scope, and complexity. Relevant experience is experience that took place in hospitals/medical facilities that are the same in size, scope, complexity that are/were fully operational.

Contractor employees shall be knowledgeable of original equipment manufacturer standards associated with conducting Preventative Maintenance and repairs floor care machines, the types of equipment listed in Equipment Listing (Schedule A). Contractor will be required to provide proof of their experience and technical capabilities/qualifications of technicians by submitting certifications or written letter of qualification from the equipment manufacturer. During the formal bid submission process, contractors shall include a description of the skills, abilities, knowledge, and experience of the personnel who will be responsible for carrying out Performance Work Statement tasks. Resumes shall be provided for each personnel/staff member that will be performing work and/or the progress of the requirement in a director or indirect capacity. Required documents (or other documents that are provided) are required for both the prime contractor and subcontracting personnel to verify their capabilities, qualifications, and experience. Subcontractors (and subcontracting personnel) that are to be utilized for this requirement shall be identified by the prime contractor. Subcontracting personnel must meet the minimum qualification standards.

Special Qualifications. Contractor’s shall provide correspondence from ALL original equipment manufacturers indicating that the vendors’ technicians have been properly trained and are qualified to service the equipment as detailed/annotated in EQUIPMENT LISTING (SCHEDULE A). The training certification/documentation that is provided shall be current (within the past year).

8. SCOPE OF SERVICES-PREVENTIVE MAINTENANCE, SCHEDULED/UNSCHEDULED SERVICES, AND REPAIR:

Required Deliverables

DELIVERABLE #1:

PREVENTIVE MAINTENANCE (PM) CHECKS AND SERVICES:

Contractor shall perform all preventative maintenance (PM) checks and services according to OEM (Original Equipment Manufacturer) recommendations to include all labor, travel, shipping, replacement parts, and materials required to perform Preventative Maintenance checks and services, all included in the total cost of the maintenance service agreement for the equipment specified. See Equipment Listing (Schedule A). A preventative maintenance schedule/checklist for all included equipment is required and shall be provided by the contractor.

PM SERVICE: The Contractor will provide all qualified personnel (labor), material, equipment, technical expertise, tools, travel expenses, supervision, transportation, and necessary parts to provide an annual comprehensive preventive maintenance service for all power equipment in accordance with the statement of work and manufacture's recommendations. During this service wear parts / consumables will be evaluated and replaced as needed. Wearable parts will be included in the PM.

DELIVERABLE #2:

REPLACEMENT PARTS (FOR NON-ROUTINE PM CHECKS AND SERVICING)

Contractor will annotate an hourly rate all-inclusive of labor and travel for any repair and/or replacement of parts not deemed routine PM checks and servicing. A separate contract line for $15,000 per year for non-wear and tear replacement parts will be available. This will be used on an as-needed basis. Invoicing for this type of expense are not to exceed $15,000 on an annual basis. Any additional replacement parts needed above and beyond this amount will be purchased outside of this contract.

DELIVERABLE #3:

STANDARD AND EMERGENCY SERVICES (NON-PREVENTIVE MAINTENANCE) AND RESPONSE TIMES

Standard service requests made, beyond the preventative maintenance services provided above, will be responded to via phone, email or in person, within four (4) business hours of the request with a timeline for the repair. Every effort is made to reduce downtime and ensure the facility continues to operate at peak performance. ‘Emergency’ service requests, beyond the preventative maintenance services provided above, will require a four (4) hour response by phone, email or in person and a qualified technician directly engaged either onsite or via a remote internet connection, within 24 hours. Service work requested, either ‘Standard’ or ‘Emergency’ will be started within three (3) business days, of the request from the Contracting Officer Representative (COR) and guaranteed up time shall be within five business days, unless a part is not on hand or has to be ordered. In that situation the contractor will give notification to the COR of Estimated Time of Arrival (ETA) of the part(s) and estimated up time in writing/e-mail. Contractor shall only respond to requests for service from VA Medical Center COR or the Contracting Officer. If service is requested from any other source the Contractor is to advise the caller of this requirement and refuse to respond. Any billing resulting from unauthorized service will not be paid by the government.

DELIVERABLE #4:

SCHEDULE/FREQUENCY OF SERVICES AND REQUIRED DOCUMENTATION (CHECKLISTS)

The schedule of preventative maintenance (PM) checks and services shall be conducted 4 days per month, in order to perform ALL OEM recommended preventative maintenance for the listed equipment. It is the government’s expectation that the contractor be a subject matter expert (SME) regarding Preventive Maintenance and Services that are required for each piece of equipment in accordance with manufacturer guidelines. For the equipment listed in EQUIPMENT LISTING (SCHEDULE A) a Preventive Maintenance and Services Plan is needed which will define the type of work to be performed, the extent of work to be performed, and the frequency/duration of this work. As part of this plan, contractors must submit a Checklist detailing items that will be addressed and covered in the contract for each piece of Laundry Equipment during each Site Visit / Preventive Maintenance Service. The Checklist must include all parts and labor that will be covered in the contract. A checklist shall be provided by the contractor at the beginning of the performance period before the required work begins. These Checklists should mirror the Preventive Maintenance Schedules in the Maintenance Manuals for each piece of Laundry Equipment. These Checklists must be used during the Site Visits / Preventive Maintenance Service and signed by the Technician indicating that all applicable services were completed for each piece of laundry equipment as annotated in QUIPMENT LISTING (SCHEDULE A).

DELIVERABLE #5:

REQUIRED REPORTING (FOR SERVICES RENDERED)

Contractor shall provide the government individual service reports within ten (10) business days of maintenance/service (e-mailed to the COR for verification), which describes the maintenance, repair, work, and/or services that were performed on the equipment. This report must also include any needed repairs, other work/service, and recommended parts for future visits to keep machines in good running condition. No additional work will be conducted outside of the scope of work of the contract without a Purchase Order being issued to the contractor from the government for the required parts/work.

DELIVERABLE #6:

CHECK IN AND CHECK OUT PROCEDURES

Prior to commencement of and immediately after each service visit, the contractor and/or contractor’s authorized repair technician must check in and out with the COR. Due to heightened security requirements, the contractor and/or contractor’s authorized service representative will be required to wear an ID Badge which will be signed for upon arrival and turned in when leaving. This badge must be turned in before leaving the premises; otherwise the vendor/contractor will be required to pay for the unreturned ID Badge.

DELIVERABLE #7:

SUPERVISION, COMMUNICATION, ACCESSIBILITY (DURING PERFORMANCE OF WORK)

Qualified, capable, and skilled personnel are necessary to ensure the successful execution of the tasks/deliverables stated herein. In addition to the other qualification standards already stated in this PWS, during all performance periods of the contract a “Competent Person” shall be assigned in order to provide the necessary supervision, oversight, inspection, and accountability for all work that is being performed. A “Competent Person” is defined as a superintendent and/or other technical expert/manager who possesses the required 30-hour and 10-hour OSHA qualifications and who is accessible/reachable by the government when contacted. It is not required that this competent person be on site at all times when work is being performed however the following minimum conditions shall be satisfied by the contractor.

Quality Assurance: On a weekly basis a competent person must review the work that has been performed and must certify/verify the following: 1). Work was performed by qualified/certified/trained technicians and 2) Such work was performed accurately and in accordance with the appropriate quality assurance standards (i.e. manufacturer/contractual). Such reviews can take place on site or may be done off site (remotely) by the contractor.

Documentation and Reporting: In addition to the reporting requirements already stated herein, the Contractor shall maintain an internal record keeping system to document the work being performed to include the personnel who will be performing such work. The contractor shall ensure that only personnel possessing the appropriate knowledge, skills, training, qualifications, and certifications will be performing work. If requested by the government, such documentation shall be made available.

Monthly Site Inspection: On a monthly basis an on-site review will be conducted to assess work progress and to address other issues if needed. The date/time of this on-site review shall be mutually established between the Contracting Officer Representative (COR) (or other authorized designee) and the Contractor. A “Competent Person” must attend/participate in this site review when held. (If the government determines that a monthly on-site review is not needed the government reserves the right, and may elect, to have on-site reviews on a quarterly basis or not at all). However, if conducted, on-site reviews will not occur more than once a month.

DELIVERABLE #8:

CALIBRATION OF CONTRACTOR’S EQUIPMENT

Contractor shall provide proof of certification annually which certifies/verifies that all gauging and Measurement equipment used has been currently calibrated according to the manufacturer’s specifications. Contractor is required to provide documentation (proof) of yearly calibration to the COR.

DELIVERABLE #9:

PROTECTION OF PROPERTY, INSURANCE, AND REGULATORY REQUIREMENTS

Contractor shall provide all labor, materials, and equipment necessary for protection of VAMC personnel, furnishings, equipment and buildings from damage, and shall replace or repair any damage due to work performed under this contract equal to its original construction and finish. Contractor must have adequate insurance protection against negligent work and other forms of liability and follow all federal, state, local, and VA Regulations related to this requirement. Contractors shall refer to the appropriate clauses/provisions in the solicitation and final contract which govern such requirements.

9. MISCELLANEOUS REQUIREMENTS AND OTHER INFORMATION:

Contracting Officer Representative (COR): The (COR) will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions:

i) Assure that the Contractor performs the technical requirements of the contract ii). Performs inspections necessary in connection with contract performance.

iii). Maintains written and oral communications with the Contractor concerning technical aspects of the contract iv). Issues written interpretations of technical requirements, including Government drawings, designs, specifications v). Monitor Contractor's performance and notifies both the Contracting Officer and Contractor of any deficiencies vi). Coordinate availability of government furnished property and provide site entry of Contractor personnel.

A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

Identification of Contractor Employees / Credentials Contractor employees should be uniformed, displaying their contractor name or logo. A uniform can consist of collared or tee shirts if they are clean and are in good condition. Contractor staff who performing services, executing deliverables, or otherwise performing work on this contract are required to have a VA Contractor identification badge. A VA Contractor Badge Application will be provided to these personnel at the earliest available time following contract award so that the appropriate credentials are made available (to these personnel) before the start of performance. This application must be filled out prior to initiating any further application procedures with the Security Office on site. Contractor badges are to be worn at all time while on the premises of the Southeast Louisiana VA Medical Center. Badges must be placed in a visible location, above the waist, clipped to the front of apparel with photo and name clearly visible. Contractor ID badges will be turned in to the assigned VAMC representative (COR) on duty when the contract has expired. The COR will then forward the badges to the VA Police Service within (5) working days.

Contractor must ensure that the following identification requirements are followed by each staff member applying for a VA Contractor Badge at the Security Station on campus:

1. Must provide (1) photography ID consisting of either a current Driver’s License, Military ID, U.S. Passport, Student ID which includes a Social Security number (will not accept expired IDs)

2. Must provide either an original Social Security card or Birth Certificate (a copy will not be accepted) If both valid ID requirements are not present at time of badge processing, the incompliant Contractor staff will not be able to work on VA Gulf Coast Health Care System premises.

EQUIPMENT LISTING (SCHEDULE A)

The contractor shall perform all preventative maintenance (PM), maintain, check, and calibrate according to OEM (Original Equipment Manufacturer) recommendations and at intervals indicated below on all equipment as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Base: Housekeeping equipment maintenance contract. Labor portion only.

Contract Period: Base POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J079 - Maintenance, Repair, and Rebuilding of Equipment - Cleaning Equipment and Supplies

Base: Replacement parts Contract Period: Base POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: 7910 - Floor Polishers and Vacuum Cleaning Equipment

Option Year 1: Housekeeping equipment maintenance contract. Labor portion only.

Contract Period: Option 1 POP Begin: 01-01-2027 POP End: 12-31-2027 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J079 - Maintenance, Repair, and Rebuilding of Equipment - Cleaning Equipment and Supplies

Option Year 1: Replacement parts Contract Period: Option 1 POP Begin: 01-01-2027 POP End: 12-31-2027 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

Option Year 2: Housekeeping equipment maintenance contract. Labor portion only.

Contract Period: Option 2 POP Begin: 01-01-2028 POP End: 12-31-2028 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J079 - Maintenance, Repair, and Rebuilding of Equipment - Cleaning Equipment and Supplies

Option Year 2: Replacement parts Contract Period: Option 2 POP Begin: 01-01-2028 POP End: 12-31-2028 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

Option Year 3: Housekeeping equipment maintenance contract. Labor portion only.

Contract Period: Option 3 POP Begin: 01-01-2029 POP End: 12-31-2029 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J079 - Maintenance, Repair, and Rebuilding of Equipment - Cleaning Equipment and Supplies

Option Year 3: Replacement parts Contract Period: Option 3 POP Begin: 01-01-2029 POP End: 12-31-2029 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

Option Year 4: Housekeeping equipment maintenance contract. Labor portion only.

Contract Period: Option 4 POP Begin: 01-01-2030 POP End: 12-31-2030 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J079 - Maintenance, Repair, and Rebuilding of Equipment - Cleaning Equipment and Supplies

Option Year 4: Replacement parts Contract Period: Option 4 POP Begin: 01-01-2030 POP End: 12-31-2030 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

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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.