36C25918Q0420-001.docx

36C25918Q0420

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.

DUNS:

DUNS+4:

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 SI

GN 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. SIGN

ATURE 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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25918Q0420 07-13-2018 Concesa Hubbard 303-712-5774 07-30-2018

5:00 PM MT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 561720 $18 Million X N/A X Eastern Colorado Health Care System Locations are located in the Performance Work Statement

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Department of Veterans Affairs Financial Service Center Submit Invoice Electronically to:

http://www.tungsten-network.com 1-877-489-6135 See CONTINUATION Page The Department of Veterans Affairs Eastern Colorado Health Care System (ECHCS) requires janitorial services for its facilities in accordance with the Performance Work Statement Period of Performance:

Base : Aug 11, 2018 thru Feb. 11, 2019 Option 1: Feb 12, 2019 thru Aug 12, 2019 O ption 2: Aug 13, 2019 thru Feb 13, 2020 Email Quotes to:

concesa.hubbard@va.gov david.medina2@va.gov See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT:

Concesa Hubbard (Contract Specialist) Department of Veterans Affairs Network Contracting Office 19 6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111

Concesa.Hubbard@va.gov Telephone No. 303-712-5774

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.

Department of Veterans Affairs Financial Services Center Submit Invoice Electronically to:

http://www.tungsten-network.com 1-877-489-6135

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

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-14 Limitations on Subcontracting. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.3 PRICE/COST SCHEDULE

36C25918Q0420

Page 1 of Page 1 of Line Item

Description

Unit of Issue

Qty

Unit Price

Extended Price

Base Period of Performance:

Aug 11, 2018 thru Feb 11, 2019

Month

6 Months

Option 1

Feb 12, 2019 thru Aug 12, 2019

Option 2

Aug 13, 2019 thru Feb 13, 2020

Total

Page 1 of

B.4 PERFORMANCE WORK STATEMENT

1.0 INTRODUCTION:

The Contractor shall provide all labor, tools, equipment, materials, and supplies to provide janitorial services at the Eastern Colorado Healthcare System (ECHCS) in accordance with the performance work statement.

Location:

The Contractor shall furnish all labor to provide total aseptic (see table 8) housekeeping cleaning services for:

1. Rocky Mountain Regional VA Medical Center.

13611 E. Colfax Ave, Aurora, Colorado, 80045 974,389 Cleanable Square Feet

2. Denver Domiciliary.

7350 W. Eastman, Lakewood, Colorado, 80227 25,000 Cleanable Square Feet

3. Fisher House.

1954 Quentin, Aurora, Colorado, 80010 25,000 Cleanable Square Feet

4. Bio Science East Building.

1999 N. Wheeling Street, Aurora, Colorado, 80045 25,000 Cleanable Square Feet (This building will ready for cleaning 3rd quarter of 2018)

5. Denver Campus.

demolition.

2.0 HOURS OF OPERATION:

The Contractor shall perform services required by this Performance Work Statement (PWS) 7 days a week to include weekends and holidays. The Contracting Officer Representative (COR) must approve any changes to the Contractor’s work schedule in advance.

Rocky Mountain Regional VA (Post Campus Activation): The Contractor shall be available Monday through Friday on Day (1st shift) and Evening (2nd shift) (7:00 am – 11:30 pm) Saturday and Sunday (7:00 am – 11:30 pm) to address common areas, non-direct patient care areas and outlying clinics. Contract personnel shall be required to complete the turnover and terminal cleans as buildings are released to the VA or when buildings are becoming occupied.

Denver Domiciliary: The Contractor shall be available Monday through Sunday on Dayshift (1st shift) (7:00 am – 3:30 pm) Fisher House: The Contractor shall be available Monday through Friday on Dayshift (1st shift) (7:00 am – 3:30 pm) Bio Science East: The Contractor shall be available Monday through Friday on Dayshift (1st shift) (7:00am – 3:30pm) Denver Campus: Decommissioning activities and cleaning services (See paragraph 4.1.14) shall be provided as needed Monday through Sunday (7:00am – 11:30pm).

4.0 SCOPE OF WORK:

The Contractor will provide aseptic housekeeping services, trash/cardboard removal, inspections and weekly walk throughs for the Concourse, Clinic Building South, Clinic Building North, Patriot Cafeteria, Patriot Brew, Patriot Retail Store, Energy Center Building and Research Building. The Contractor will clean and maintain all other areas located at the replacement facility as directed by the VA until after owner occupancy is complete. Once occupancy is complete, The Contractor will provide aseptic housekeeping services for the Concourse, Energy Center, 1st,2nd and 3rd floors of the Research Building, Canteen, Fisher House, Domiciliary, Bio Science East Building, Administrative areas in Clinic Building South, Administrative areas in Clinic Building North , Patriot Cafeteria, Patriot Brew, Patriot Retail Store, stairwells in Patient Visitor Parking North, Patient Visitor South, Parking Staff North and all other stairwells within the facility. The Contractor will provide services for decommissioning activities and cleaning services for the Denver Campus for each building that is being de-commissioned and readied for closure (See paragraph 4.1.14).

For occupied VA buildings; Clinic Building South (Building A) and Research (Building B), the Contractor will be responsible for providing aseptic housekeeping services for:

Clinic Building South (Building A): 1st, 2nd, 3rd, and 4th Floors —patient care areas that will require daily cleaning M-F; (1st and 2nd shift) Research Building (Building B): aseptic (see table 8) housekeeping services will be provided for 1st,2nd and 3rd floor which are currently occupied by VA staff.

4.1 Basic Cleaning Services: Shall be provided as outlined in PWS Tables 1, 2, 3, 4, 5, 6, 7 and 8 found in Section E, Attachments of the solicitation document.

PWS Table 1 Cleaning Areas by Building PWS Table 2 Area to be Cleaned by Code PWS Table 3 Cleaning Frequency Chart PWS Table 4 VA EMS Cleaning Supplies PWS Table 5 VA EMS Equipment Listing PWS Table 6 Veterans Canteen Service Schedule PWS Table 7 NFS Food Preparation Area Cleaning Schedule PWS Table 8 Glossary of Terms

4.1.13 General Dusting: All horizontal and vertical surfaces to include all vents and grills shall be wet dusted or cleaned to eliminate dust collection and wiped with VA approved germicidal.

4.1.14 De-Commissioning Activities and Cleaning: The Contractor shall be available to provide decommissioning activities and cleaning services for buildings that have been de-commissioned and readied for closure. The activities shall include taking leftover office debris i.e., old books, broken chairs, papers, used boxes, broken office equipment, broken furniture to a designated trash roll-off for disposal. Each room in the building to be de-commissioned shall be inspected by The Contractor to ensure all items that can be disposed of are disposed of.

4.3 Veterans Canteen Service (VCS) Cleaning Services. Shall be provided as outlined in Table 6.

4.3.0 The VCS is located in the Rocky Mountain Regional VA Medical Center’s main concourse area. VCS operates the Patriot Cafeteria, Patriot Brew Coffee Shop, and the Patriot Retail Store. The Contractor shall provide basic cleaning services to these stores and their related food preparation and/or storage areas. Specific cleaning services and cleaning frequency are outlined in Attachment 1, PWS Tables, Table 6: Veterans Canteen Service Cleaning Schedule.

4.3.1 The Contractor shall provide daily, weekly, monthly, quarterly, yearly, and as needed cleaning services for the VCS. Areas to be cleaned/serviced will include but is not limited to the food serving line, walls, floors and baseboards, light fixtures, ceiling and wall vents, ceiling tile grids, floor mats, trash cans, trash removal, VCS equipment and vending machines, as well as tabletops, tables, chairs and stands.

4.3.2 The Contractor will be responsible for maintaining clean floors and trash removal for the Patriot Cafeteria throughout the cafeteria operating hours. Spills will be spot mopped as they occur. The utilization of wet floor signs is mandatory whenever damp/wet mopping floors. The Contractor shall ensure enough personnel are assigned to cover the Patriot Cafeteria throughout the day, during normal operating hours, daily.

4.3.3 The Contractor will be responsible for a more thorough cleaning of the Patriot Cafeteria, Patriot Brew, and Patriot Retail Store after store closing. Special attention will be given to the food preparation area, floors, tabletops, chairs, serving lines, food and beverage machines, and kitchen areas at this time.

4.4 Nutrition and Food Services (NFS) Cleaning Services. Shall be provided as outlined in Table 7.

4.4.0 The NFS is located in the Rocky Mountain Regional VA Medical Center’s service level, Building H. NFS operates the hospital food catering service. The Contractor shall provide basic cleaning services to the food preparation and/or storage areas. Specific cleaning services and cleaning frequency are outlined in Attachment 1, PWS Tables, Table 7: NFS Food Preparation Area Cleaning Schedule.

4.4.1 The Contractor shall provide daily, weekly, monthly, quarterly, yearly, and as needed cleaning services for the NFS. Areas to be cleaned/serviced will include but is not limited to the food serving line, tables, chairs, stands, walls, floors and baseboards, light fixtures, ceiling and wall vents, ceiling tile grids, floor mats, trash cans, trash removal, NFS equipment.

4.4.2 The Contractor will be responsible for a more thorough cleaning of the NFS after operating hours. Special attention will be given to the food preparation area, floors, tabletops, chairs, serving lines, food and beverage machines, and kitchen areas at this time.

5.0 PERSONNEL QUALIFICATION AND REQUIREMENTS:

5.1 Supervision: The VA will identify a Contracting Officer Representative (COR) who will be responsible for reviewing completed daily inspection sheets for all areas covered by The Contractor. The VA will provide the inspections sheets that will be completed by The Contractor. The COR will be notified in writing of The Contractor personnel names and of changes in personnel appointed to fulfill this function or substitution of personnel due to illness or leave.

7.0 GOVERNMENT FURNISHED EQUIPMENT:

The VA shall furnish all cleaners, disinfectants and supplies (including soaps, paper towels, toilet paper, cleaning and disinfecting chemicals). The Contractor shall utilize the hospital approved liquid anti-microbial hand soap, and alcohol foam hand sanitizer. A listing of approved products will be provided during post-award orientation prior to commencement of performance. The VA shall furnish all powered and non- powered equipment needed to clean and maintain floors designated for cleaning and maintenance. A list of cleaning supplies and equipment are provided in PWS Tables 4 and 5.

9.1 All OSHA Safety Regulations including 29CFR 1910.28 (I) (10) and 1910.66 subpart D will be strictly adhered to. (Regulation may be located at http://www.osha.gov/). All chemicals used on VA property must be accompanied by a Material Safety Data Sheet and be supplied by the VA.

9.2 The Contractor shall take such safety precautions as are necessary to protect the lives and health of occupants of the building during performance of contract requirements. The Contractor shall immediately correct any fire and life safety deficiencies caused by his/her personnel.

9.3 Handling of Infectious Medical Waste ("Red Bag" Waste and "Sharps") Containers: The Contractor employees shall be required to collect bio-hazardous "RED BAG" waste from the treatment facility and to deposit the bags and containers in designated bio-hazardous waste container storage locations.

10.0a BUILDING SECURITY AND CONSERVATION:

10.1 Keys provided to the Contractor shall not be duplicated nor removed from the premises. Issued keys are to be in the possession of The Contractor personnel at all times. All keys not issued for the day shall be retained in the designated locked key box. Only supervisors will be issued a master key and it shall be in their possession while they are on duty. The Contractor shall be responsible for immediately reporting the occurrence of a lost key to the VA Police and the COR. The Government at The Contractor's expense (including re-keying all doors that were affected by the lost key) shall replace any keys lost by The Contractor personnel. In the event a key(s) is lost or duplicated, the Government shall replace all locks and keys on that system and the total cost deducted from the monthly payment due The Contractor. If a key is lost, the Government shall replace the lock for that room(s)and the total cost deducted from the monthly payment due to The Contractor.

10.2 The Contractor employees shall not allow anyone use of any key in their possession. They shall not open locked rooms or areas to permit entrance by persons other than The Contractor employees performing assigned duties. All rooms/areas unlocked for cleaning shall not be left unattended during the cleaning process and shall be locked by The Contractor personnel after completion of cleaning duties and be verified secure by the Supervisor.

10.3 If any difficulty is encountered in keeping areas locked or windows closed and locked, the COR shall be notified.

10.4 The Contractor personnel shall turn off all lights they turned on when entering an area and ensure doors are locked after exiting area.

10.5 Any personal property found within a room will be turned over to the supervisor or General Foreman for proper processing with VA Police Services.

12.0 QUALITY CONTROL

12.1 Quality Control: The Contractor shall develop and maintain a quality program to ensure custodial services are performed in accordance with commonly accepted commercial practices. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services by conducting frequent inspections with the COR or designee. At a minimum, The Contractor shall develop quality control procedures addressing the areas identified in Basic Cleaning Services, Basic Restrooms and Shower Cleaning Services, Exterior Cleaning, Periodic Cleaning Services, and Emergency and Special Event Cleaning Services, to the CO for acceptance not later than the pre-performance conference. The CO will notify the Contractor of acceptance or required modifications to the plan before the contract start date. The Contractor shall make appropriate modifications and obtain acceptance of the plan by the Contracting Officer before the contract start date. The plan shall include:

12.1.1 A description of the inspection system to cover all services specified in the statement of work. Description shall include specifics as to the areas to be inspected on both scheduled and unscheduled basis, frequency of inspections, and the title and organizational placement of the inspectors. Additionally, control procedures for any government provided keys or lock combinations should be included.

12.1.2 A description of the methods to be used for identifying and preventing defects in the quality of service performed. Supervisor will attend all Environment of Care (EOC) Rounds as scheduled by the VA.

12.1.3 A description of the records to be kept to document inspections and corrective/preventive actions taken. Copy to be provided to the COR.

12.1.4. The records of inspections shall be kept and made available to the Government throughout the contract performance period and for the period after contract completion until final settlement of any claims under this contract.

12.1.5 The Contractor Quality Control Program: The Contractor shall have a quality control program to assure all requirements of the contract are provided as specified. The Contractor designee will attend Environment of Care rounds as scheduled. The program shall be continuously improved and is therefore documented in loose-leaf manual or electronic format. The program shall include, but not be limited to the following:

12.1.5.1 Written work instructions/procedures, processes, and product descriptions implement contractual obligations. The preparation and maintenance of and compliance with, these instructions shall be audited as a function of The Contractor's Quality Control Program to assure compliance with or timely changes to the instructions. The COR shall be on document distribution for all formalized changes to the Contractor's Quality Control Program. The COR will request corrective action to improve the quality of patient care or cure damage to the facility. Written work instructions will be complete and reliable. Reliable records are objective evidence of the existing or past quality of service.

12.1.5.2 A method of early detection and correction of assignable conditions adverse to the quality of service, to include analysis or corrective action records (including customer complaints) in order to determine causes of defects. This method will include providing timely written explanation/documentation of the correction of the defectiveness and correction of cause in response to Government corrective action request to include bacteriological monitoring when necessary.

13.0 QUALITY ASSURANCE BY THE GOVERNMENT

13.1 The Government appointed COR will monitor The Contractor’s performance to assure that the performance thresholds and standards of performance are met.

13.2 The Contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance standards describe the minimum acceptable levels of the service required for each task. These thresholds are critical to mission success.

13.3 The Government COR will evaluate the services required by this contract to ensure compliance and quality

13.4 The Contractor shall perform all work required by this contract in a satisfactory manner in accordance with the Performance Work Statement. The COR will not consider the task complete until all deficiencies have been corrected.

13.5 The Government COR will inspect all work performed by the Contractor to ensure contract performance. However, the Government reserves the right to perform an inspection anytime.

13.6 The Government COR will receive complaints from facility personnel and pass them on to the Contractor’s quality inspector for correction.

13.7 The COR will notify the Contractor of any complaints the same day identified. The Contractor shall respond to the complaint within 2 hours of notification with a written email response as to how the issue was resolved. The COR will make the initial determination whether or not the corrective action is acceptable. If performance is unacceptable, the COR will notify the Contracting Officer for resolution and final decision. Failure and unacceptable performance will be noted in CPARS.

Performance Objectives

4.1.5

4.1.1, 4.1.6, 4.1.8, 4.1.9, 4.2.1

4.1.6, 4.1.7, 4.2.1, 4.2.2

4.1.2

4.1.8, 4.1.9, 4.1.11

4.1.13

4.2.3

Reference Distribution

COR and CO

COR and CO

12.1.3 The Contractor Supervisor will forward Weekly Inspection Reports to the COR.

COR and CO

SECTION C - CONTRACT CLAUSES

C.1 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee's employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor's employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

(End of Clause)

C.2 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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 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…