S02 Surgical Instrument Maint and Repair Fargo VAMC 36C26325Q0869.docx

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

437-25-4-038-0015

36C26325Q0869 07-31-2025 Jeffrey Brown 651-293-3009 08-15-2025 17:00

CDT

36C263 Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

X

Y 811210 $34 Million

N/A

Department of Veterans Affairs Fargo VAMC

2101 Elm Street North Fargo ND 58102

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

Y

Financial Services Center PO Box 149971

Austin TX 78714-9971

See CONTINUATION Page Provide surgical instrument maintenance and repair services in accordance with the Statement of Work and Schedule below.

Prior to submitting a quote, please review all documentation within.

Review and follow INSTRUCTIONS TO OFFERORS In Clause 52.212-1 Addendum.

See CONTINUATION Page

Jeffrey Brown

VA-VHA-RPOC-2024-0033

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C263 Jeffrey Brown

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

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:

B.2 PRICE/COST SCHEDULE

This Indefinite Quantity contract minimum guarantee is $1,000.00; the maximum spend (ceiling price) shall not exceed $350,000.00.

ITEM INFORMATION

Critical instrument set maintenance and repair services in accordance with the Statement of Work Contract Period: Base POP Begin: 09-01-2025 POP End: 08-31-2026 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Routine instrument set maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2025 POP End: 08-31-2026

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Case cart maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2025 POP End: 08-31-2026

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Critical instrument set maintenance and repair services in accordance with the Statement of Work Contract Period: Option 1 POP Begin: 09-01-2026 POP End: 08-31-2027

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Routine instrument set maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2026 POP End: 08-31-2027

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Case cart maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2026 POP End: 08-31-2027

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Critical instrument set maintenance and repair services in accordance with the Statement of Work Contract Period: Option 2 POP Begin: 09-01-2027 POP End: 08-31-2028

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Routine instrument set maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2027 POP End: 08-31-2028

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Case cart maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2027 POP End: 08-31-2028

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Critical instrument set maintenance and repair services in accordance with the Statement of Work Contract Period: Option 3 POP Begin: 09-01-2028 POP End: 08-31-2029

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Routine instrument set maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2028 POP End: 08-31-2029

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Case cart maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2028 POP End: 08-31-2029

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Critical instrument set maintenance and repair services in accordance with the Statement of Work Contract Period: Option 4 POP Begin: 09-01-2029 POP End: 08-31-2030

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Routine instrument set maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2029 POP End: 08-31-2030

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Routine instrument set maintenance and repair services in accordance with the Statement of Work

POP Begin: 09-01-2029 POP End: 08-31-2030

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Page 1 of Page 1 of B.3 Statement of Work

Veterans Health Administration Fargo Health Care System Surgical Instrument Maintenance and Repair

The Fargo Veterans Health Administration Health Care System (FVAHCS) requires surgical instrument Preventative Maintenance (PM) and repair services, including case carts, for their Surgical Processing Service (SPS). The Contractor shall provide an online digital inventory system, or digital tracker, to track instrument repair status and requests that are accessible by the FVAHCS.

1. Preventative Maintenance and Repair

a. “Instrument(s)” for this requirement mean: individual general surgical instrument identified during assembly inspection or front line use as not functional and requires evaluation and repair.

b. “Instrument Set(s)” for this requirement mean: a uniquely named instrument tray used to contain a series of instruments defined by an instrument count sheet. Sets are between 2 and up to 141 individual instruments used during invasive procedures.

i. The instrument set is assembled and held inside of a container system where most instruments will stay inside the set over repeated use.

ii. An instrument set may include multiple levels of instruments inside one instrument set.

iii. All instruments sent out within the instrument set must return with the instrument set.

c. “Critical Instrument set”: Instrument sets identified with a pink container label and are 1 or 2 of a kind. Critical sets cannot be removed from circulation.

d. “Routine Instrument Set”: All non-critical instruments sets.

e. Preventative maintenance of surgical instruments shall be done by the inspection of entire trays.

f. Repairs MUST align with the original manufacturers design and product specifications.

g. Any modification or repair performed during repair that deviates from the OEM standards will render the instrument “damaged beyond repair” and will need to be replaced at the expense of the repairer.

h. The Contractor shall ensure repairs and service functions are performed in conformance with manufacturer’s specifications, the Center for Disease Control (CDC) regulations, Healthcare Sterile Processing Association (HSPA), Association of Peri-Operative Registered Nurses (AORN) Standards, Associate for Professionals in Infection Control and Epidemiology (APIC), the American National Standards Institute (ANSI) and Association for the Advancement of Medical Instrumentation (AAMI).

i. Instruments submitted for repair and preventative maintenance shall be:

i. sharpened,

ii. adjusted,

iii. aligned,

iv. straightened,

v. calibrated,

vi. cleared of rust or debris,

vii. oiled

viii. removal of stains, sharp edges and/or scratches

ix. Shaft re-insulation or total re-insulation as appropriate

x. cannulated/lumened items shall have interior lumen flushed and visually inspected.

xi. all instruments able to be disassembled, shall be disassembled and undergo a detailed inspection.

j. In addition to the repairs/maintenance under 1.j. rigid telescopes shall also receive:

i. diagnostic testing,

ii. exterior cleaning of scope,

iii. diamond polishing of lens tip,

iv. fiber optic light connection re-bonding & polishing,

v. comprehensive leak & shock test,

vi. disassembly & cleaning of optical system,

vii. replacement of rod lens,

viii. optical system plus replacement of objective lens,

ix. replacement of distal or proximal window,

x. replacement of eyepiece,

xi. replacement of prism and complete rebuilds included.

k. In addition to the repairs/maintenance under 1.j. power/Pneumatic instruments shall receive:

i. disassembly,

ii. internal cleaning and lubrication,

iii. minor adjustments,

iv. reseal testing,

v. battery pack refurbishment.

l. In addition to the repairs/maintenance under 1.j. bi-Polar shall also received:

i. cleaned and cleared channels,

ii. replaced caps,

iii. repotted.

m. Returned Instruments shall:

i. have a mirror finished appearance,

ii. have legible QR Code, manufacturer name, and instrument catalog number

n. Contractor shall provide maintenance and repair for rigid instrument containers to ensure that all lid gasket vent devices are fully functional, in accordance with manufacturer specifications.

o. Items deemed unrepairable need to be returned to facility with clear identification as such.

p. Any non-OEM parts, equivalent to the OEM parts, used to repair an instrument must have product part numbers provided and must have a Food and Drug Administration (FDA) approved Instructions for Use (IFU) that outlines all steps for reprocessing.

q. Repairer must be able to provide onsite, monthly repairs for:

i. Unscheduled repair needs

ii. same day PM services for critical sets

r. Site visits should follow a set schedule and be arranged so there is a minimum of 2-3 days advance notice.

s. During repair and PM, all instruments are to be evaluated for a 2D QR code. When a device does not have a 2D code, the repairer will laser mark 2D QR code to the instrument, as part of the PM service contract.

i. Notification of code placement needs to be communicated to facility via the digital tracker for entry into the instrument tracking system (ITS), information to be documented on the digital tracker are:

1. Device product number,

2. Device description

3. Device serial number (if applicable)

4. QR code numeric assignment.

t. Delicate, sharp, pointed instruments delivered in puncture proof containers shall be returned in puncture proof containers.

u. Routine individual instruments that need to have part replacements or more complex repairs, can be relocated to facility repair shop with updates of location change provided via the digital tracker.

v. Any instruments that fail the quality check upon return to VHAFVAHCS shall be resubmitted to the Contractor for repair at the Contractor’s expense per Federal Acquisition Regulations (FAR) 52.212-4(a).

w. All single instruments and surgical trays picked up and delivered back to the hospital should be updated by the Contractor on the digital tracker and following information should be included for each:

i. Instrument

1. Name of instrument,

2. Manufacture catalog number,

3. Serial number (when applicable),

4. Quantity of items for accountability,

5. QR code number assigned to the item.

ii. Instrument set:

1. Instrument set name,

2. Tray actual number,

3. # of instruments included.

x. The contractor shall be able to repair closed surgical case carts & transport carts on site which includes but not limited to latch, caster & bumper replacement including welding services.

i. Case Cart/Transport Cart Repair/Maintenance: Maintenance and repair of stainless-steel surgical case carts, replacing hinges, repair or replace casters and wheels, restore one piece wrap-around bumper as needed. Replace any stainless-steel parts as needed. Must be able to source and replace dirty & clean indicators for closed case carts.

2. Prohibited Repairs

a. Any instrument found having an unreadable or non-existent Manufacturer’s name AND product number visible on the instrument are NOT considered valid reusable instruments.

i. These instruments shall be marked as “damaged beyond repair” and returned to SPS.

ii. Any repairs performed on these instruments will not result in compensation.

b. Repairer is prohibited from knowingly altering or modifying an original instrument in ANY WAY from the original manufacturers intended design.

c. Any instrument rendered damaged beyond repair due to performance of the repair or preventative maintenance will be replaced at the Contractor’s expense. This can include but not limited to:

i. Sandblasting shiny instruments to make them dull.

ii. Removing the manufacturer’s name or product number found on the instrument.

iii. Altering the product dimensions, angles, length, or adding/removing materials.

iv. Creating a “custom” instrument.

3. Repairer Response window:

a. Urgent instrument repair service: Unscheduled repair of critical individual instrument or instrument set which the following applies:

i. The damage is identified on a day where no onsite visit is anticipated.

ii. Damaged item is a critical instrument for the instrument set.

iii. No alternative substitution available in house to meet the need while waiting for repair.

iv. Patient care delays or cancellations.

b. The Contractor has 48 hours to complete urgent instrument repairs. Forty-eight hours starts at time of notification by VHAFVAHCS to the Contractor.

c. Instruments or sets necessitating emergency repairs may be shipped to Contractor facilities if necessary.

4. Scheduled PM for Critical Instrument Sets:

a. See Appendix A for the list of critical instruments sets, identifiable by a pink container label.

b. Preventative maintenance of critical instrument sets shall be scheduled, and work completed with same day turnaround.

c. In the event this is not attainable this is to be communicated directly and immediately with SPS Designee to include what complications are creating a barrier and an ETA of expected downtime.

5. Scheduled PM for Routine Instruments Sets:

a. See Appendix B for the list of routine instrument sets.

b. The Contractor shall have seven (7) calendar days to complete routine preventative maintenance on surgical instrument trays with day of pick up considered as day one (1).

c. If a set will be removed from circulation for longer than seven (7) days, this needs to be directly communicated with the SPS designee and an explanation as to why.

6. Mobile Repair Lab Requirements

a. Instrument repairs completed onsite at the FVAHCS shall occur in a mobile repair lab/vehicle in a designated space. VHAFVAHCS is not responsible for the supply of any items or utility services of any kind needed for sustainable functioning of the mobile unit.

b. Safety cones shall be utilized around the perimeter of the mobile repair vehicle to ensure the safety of hospital and Contractor staff.

c. Any equipment requiring set up at the mobile repair lab at the hospital shall be done at the expense of the Contractor.

d. Mobile Repair Unit shall properly display the Contractor’s name and permit numbers.

e. Contractor shall provide access to repair facilities (mobile or otherwise) upon request by the VA to ensure compliance with the contract and applicable regulatory standards.

f. Contractor mobile unit(s) shall be registered with the VHAFVAHCS Police Department.

7. Contractor documentation and tracking requirements

a. Accessible online service dashboard that displays and tracks all repair and maintenance activities.

b. Contractor uses an online dashboard that displays and tracks all repair and maintenance activities.

c. Dashboard must be online and must be accessible to SPS designees 24 hours a day, 365 days a year except for maintenance related down times.

d. The following dashboard functions must be included:

i. Repair request function,

ii. Scheduled maintenance request function,

iii. Critical repair request function,

iv. Display request is received with date of anticipated repair,

v. Status updates while active repair is being performed,

vi. Closed “completed” repairs with all associated documentation attached,

vii. Visible annual calendar that establishes an annual PM schedule for sets attached in the appendixes,

viii. Dashboard should allow for all repairer documentation to be attached directly to the repair request

ix. This shall include a preventative maintenance checklist with at least:

1. Repair performed,

2. What parts were ordered,

3. Invoices,

4. Any other related documentation,

e. Repair services that Interface with current equipment and Censitrac program are preferred.

8. Contract Monitoring:

a. The VHAFVAHCS SPS shall designate a representative to monitor Contractor employee work services through one or a combination of the following mechanisms:

i. The SPS representative, SPS Chief, Reusable Medical Device (RMD) Coordinator and/or Contracting Officer Representative (COR) shall monitor Contractor instrument pick-up and drop-off through the inhouse Censitrac system to ensure that services called for in the contract have been received by the VHAFVAHCS.

ii. SPS shall utilize Contractor’s digital dashboard to request services from Contractor. Daily monitoring of digital dashboard and repair status to ensure all requests are being handled appropriately

iii. Documentation of services performed shall be reviewed by the Contracting Officer Representative prior to certifying payment.

iv. The SPS representative will conduct periodic customer service interviews with end users to confirm quality repair services are being performed to their standards.

v. Contract monitoring and recordkeeping procedures shall be sufficient to ensure proper payment and confirmation that services were provided.

vi. Monthly invoices shall be submitted to the SPS Representative and COR at the beginning of the contract, until it is determined that billing documentation meets requirements. Once billing practices have been found to be acceptable then invoices may be directly submitted to Tungsten. The COR shall verify that services were performed against Contractor’s certified delivery repairs document. Only after verification are invoices certified for payment. Billing disagreements that cannot be resolved by the COR shall be forwarded to the Contracting Officer for review and resolution.

vii. The VHAFVAHCS SPS representatives retain the option to perform site visits of Contractor repair facilities to confirm that repairs are being performed in accordance with the requirements listed above.

viii. The Contractor shall provide monthly reports as requested, detailing the work performed that month.

9. Contractor Requirement

a. The Contractor shall provide documentation of staff training, competencies, and any pertinent certifications in relation to the repairs and maintenance they shall be conducting as requested.

b. Contractor shall provide VHAFVAHCS SPS staff with in-service training on as needed basis, at the request of the facility. Up to a total of six (6) hours, two (2) per shift, CEU eligible in-services, on instrumentation, per year.

10. Security Clearance

a. The following security language is applicable to Contractor staff who will enter VHAFVAHCS facilities.

b. Contractor staff will utilize a temporary Contractor’s security badge until a permanent security PIV badge can be issued. Temporary badge use will not exceed 30 calendar days.

c. The Contractor shall comply with Fargo VAMC security, access, and badging requirements. Employees must provide fingerprints and be able to pass a background check so they can obtain a security access badge.

d. All Contractor staff will need a valid individual personal or professional email account that can be easily checked. Notifications regarding fingerprint scheduling/appointments, background investigation tasks, and Training Management System (TMS) required classes will be sent to their email address throughout the badging process.

e. The Contractor will submit all required security badging documents for each employee within fifteen (15) business days from the award date of contract to the COR. All documents must be legible. The following documents will be sent to the Contractor via email after contract is awarded.

i. OF 306 – Must be Typed. Submission of handwritten forms will not be acceptable.

ii. Self-Certification

iii. VA 10-2417

iv. Employee Fingerprint Resource Form

f. Appropriate Contractor staff (as determined by the VA) performing the duties of the Statement of Work shall complete the computer-based training course “TMS 10176 Infosec/Rules of Behavior”.

g. Contractor staff shall be escorted while in VHAFVAHCS sensitive locations or without a security badge or PIV badge.

11. Additional Information

a. National Holidays. There are eleven (11) holidays observed by the Government as follows: New Year’s Day, Martin Luther King Day, Presidents Day, Memorial Day, Juneteenth Independence Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day. SPS is a 24/7 operation and continues sterilization operations on these holidays.

b. Repairs must be performed in a clean and orderly environment.

12. Inventory instrument classes including, but not limited to:

The lists provided below are not all inclusive of the instruments that will be on the contract over their lifetime and may be subject to change over time at VHAFVAHCS discretion.

Appendix A:

· Critical Sets: No instrument sets are currently listed as critical.

Appendix B:

· Routine Sets:

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…