20.003931.CSS.wAtt1-4.pdf

Multi-photon Microscopy System with 3D Spatial Light Modulator (SLM) Photostimulation

NIMH-20-003931

INTRODUCTION

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. This acquisition is being conducted in accordance with the procedures of FAR Part 13--Simplified Acquisition Procedures and FAR Part 12—Acquisition of Commercial Items.

The solicitation number is NIMH-20-003931 and the solicitation is issued as a request for quotation (RFQ).

NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) CODE

The intended procurement is classified under NAICS code 333314 with a size standard of 500 employees.

SET-ASIDE STATUS

This acquisition is not restricted and available for full and open competition

ACQUISITION AUTHORITY

This acquisition is for a commercial item or service and is conducted under the authority of the Federal Acquisition Regulation (FAR) Part 13—Simplified Acquisition Procedures and FAR Part 12—Acquisition of Commercial Items and is expected to exceed the simplified acquisition threshold.

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2020-07 dated August 3, 2020. The resultant contract will include all applicable provisions and clauses in effect through this date.

DESCRIPTION OF REQUIREMENT

Background The National Institute of Mental Health (NIMH) is the lead Federal Agency for research on mental illnesses. The mission of the NIMH is to transform the understanding and treatment of mental illnesses through basic and clinical research, paving the way for prevention, recovery, and cure.

The Unit on Functional Neural Circuits (UFNC) focuses specific circuits and neuronal types that enable internally-generated brain activity to interact with sensation, with emphasis on different types of cortical GABAergic (gamma-aminobutyric acid) neurons. Our project aims to delineate the functional connectivity among related brain areas, to identify the behavioral relevance of these circuits, to understand the computations these circuits perform, and to uncover their developmental specificity and plasticity. One of the aims is identifying different cortical subnetworks during different behavioral conditions. Our study will greatly benefit from using a multiphoton microscope to image and manipulate specific populations of neurons using 3D spatial light modulator (SLM) photostimulation from awake animals. This will facilitate our research to achieve more comprehensive understanding of specific neural circuits and the relevant behavior.

Purpose

The purpose of this acquisition is to purchase an Ultima 2Pplus Laser Scanner with peripherals or “equal” laser scanner with peripherals in order to conduct experiments whereby we are able to monitor large population of neurons with high spatiotemporal resolution while manipulating specific population of neurons.

Project Requirements

See Attached Purchase Description for detailed product requirements

Delivery Requirements/Period of Performance Base Period: 45 days ARO

The Contractor shall deliver and install the required items within 45 days of purchase order award to the location listed in the Place of Performance below.

Place of Performance

The place of performance shall be the National Institutes of Health, National Institute of Mental Health (NIMH), NIH Bethesda Main Campus, 35A Convent Dr., Bldg. 35A, Bethesda, MD 20892.

Contract Type The Government intends to issue a firm fixed price purchase order for this requirement.

Invoicing shall be in accordance with the Prompt Payment Act and payment shall be made via Electronic Funds Transfer (EFT).

Response Format Responses to this solicitation must include clear and convincing evidence of the offeror’s capability of fulfilling the requirement as it relates to the salient characteristics of the product.

The offeror must identify in their response where parts/equipment are manufactured.

The offeror must indicate in their response as to whether the brand-name or equal product proposed can or cannot meet the salient characteristics as stated in this combined solicitation synopsis.

In addition, the quote must provide their company name, Dun & Bradstreet Number (DUNS), the Taxpayer Identification Number (TIN), and the certification of business size must be included in the response. All offerors must have an active registration in the System for Award Management (SAM) www.sam.gov.”

EVALUATION

The award decision will be based on a Lowest Price Technically Acceptable (LPTA) determination. In order to be acceptable, the product must meet all the salient characteristics listed in the product description and MUST be a complete Ultima 2Pplus Laser Scanner with peripherals or “equal” laser scanner including set-up and training. Award will be made on all or none basis. If you are providing an "equal" product, you must submit additional documentation that highlights and describes how your offering is equal in accordance with FAR Clause 52.211-6.

ADDITIONAL INFORMATION

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.acquisition.gov/far/ and/or http://www.hhs.gov/policies/hhsar/.

The Offerors to include a signed copy of the provision at FAR clause 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (AUG 2019), with its offer.

The Offerors to include a signed copy of the provision at FAR clause 52.204-26 Covered Telecommunications or Services Representation (Dec 2019), with its offer.

FAR 52.212-1 Instructions to Offerors – Commercial Items (OCT 2018)

The Offerors to include a completed copy of the provision at FAR clause 52.212-3, Offeror Representations and Certifications-Commercial Items, with its offer.

The FAR clause at 52.212-4, Contract Terms and Conditions – Commercial Items. See Clauses attachment.

FAR clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items, applies to this acquisition. See clauses attachment.

http://www.sam.gov/ http://www.acquisition.gov/far/ http://www.hhs.gov/policies/hhsar/

The following FAR clauses cited in paragraph (b) of the clause at FAR 52.212-5 are also applicable to this acquisition:

FAR Clause 52.204-10 Reporting Executive Compensation and First Tier Subcontract Awards FAR Clause 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment FAR Clause 52.209-9 Updates of Publicly Available Information Regarding Responsibility FAR Clause 52.219-28 Post Award Small Business Program Representation FAR Clause 52.222-3 Convict Labor FAR Clause 52.222-19 Child Labor-Cooperation with Authorities and Remedies FAR Clause 52.222-21 Prohibition of Segregated Facilities FAR Clause 52.222-26 Equal Opportunity FAR Clause 52.222-36 Affirmative Action for Workers with Disabilities FAR Clause 52.222-40 Notification of Employee Rights Concerning Payment of Union Dues or Fees FAR Clause 52.223-18 Encouraging Contractor Policies to Ban Text Messaging while Driving FAR Clause 52.225-3 Buy American Act -Free Trade Agreements - Israeli Trade Act FAR Clause 52.225-13 Restrictions on Certain Foreign Purchases Far Clause 52.232-33 Payment by Electronic Funds Transfer-System for Award Management

FAR 52.211-6 BRAND NAME OR EQUAL (AUG 1999)

(a) If an item in this solicitation is identified as "brand name or equal," the purchase description reflects the characteristics and level of quality that will satisfy the Government's needs. The salient physical, functional, or performance characteristics that "equal" products must meet are specified in the solicitation.

(b) To be considered for award, offers of "equal" products, including "equal" products of the brand name manufacturer, must-

(1) Meet the salient physical, functional, or performance characteristic specified in this solicitation;

(2) Clearly identify the item by-

(i) Brand name, if any; and

(ii) Make or model number;

(3) Include descriptive literature such as illustrations, drawings, or a clear reference to previously furnished descriptive data or information available to the Contracting Officer; and

(4) Clearly describe any modification the offeror plans to make in a product to make it conform to the solicitation requirements. Mark any descriptive material to clearly show the modification.

(c) The Contracting Officer will evaluate "equal" products based on information furnished by the offeror or identified in the offer and reasonably available to the Contracting Officer. The Contracting Officer is not responsible for locating or obtaining any information not identified in the offer.

(d) Unless the offeror clearly indicates in its offer that the product being offered is an "equal" product, the offeror shall provide the brand name product referenced in the solicitation.

The Defense Priorities and Allocations System (DPAS) are not applicable to this requirement.

Responses to this solicitation must include clear and convincing evidence of the offeror's capability of fulfilling the requirement as it relates to the technical evaluation criteria. The price proposal must include labor costs, breakdown and rationale for other direct costs or materials, and the total amount.

In addition, the Dun & Bradstreet Number (DUNS), the Taxpayer Identification Number (TIN), and the certification of business size must be included in the response. All offerors must have an active registration in the System for Award Management (SAM) www.sam.gov."

CLOSING INFORMATION

All responses must be received by 2:00 PM, Thursday, August 20, 2020 and reference number NIMH-20-003931. Responses may be submitted electronically to robin.knightly@nih.gov, and valerie.whipple@nih.gov.

Fax responses will not be accepted.

ATTACHMENTS

Attachment 1 – Purchase Description Attachment 2 – 52.212-4 and 52.212-5 Attachment 3 – 52.204-24, 52.204-25, 52.204-26 and 52.212-3 Clauses Attachment 4 – Invoice Instructions http://www.sam.gov/ mailto:robin.knightly@nih.gov mailto:valerie.whipple@nih.gov

Version 11-30-2016-1 FAR Part 11—Describing Agency Needs

PURCHASE DESCRIPTION

1. Statement of Need and Purpose:

The Unit on Functional Neural Circuits (UFNC) focuses specific circuits and neuronal types that enable internally-generated brain activity to interact with sensation, with emphasis on different types of cortical GABAergic (gamma-aminobutyric acid) neurons.

Our project aims to delineate the functional connectivity among related brain areas, to identify the behavioral relevance of these circuits, to understand the computations these circuits perform, and to uncover their developmental specificity and plasticity. One of the aims is identifying different cortical subnetworks during different behavioral conditions.

Our study will greatly benefit from using a multiphoton microscope to image and manipulate specific populations of neurons using 3D spatial light modulator (SLM) photostimulation from awake animals. This will facilitate our research to achieve more comprehensive understanding of specific neural circuits and the relevant behavior.

2. Background Information and Objective:

One of the aims in the Unit on Functional Neural Circuits is to identify functionally distinct cortical subnetworks during different behavioral conditions. In order to do conduct the experiments, we heavily rely on a two-photon microscope system which allow us to monitor large population of neurons with high spatiotemporal resolution while manipulating specific population of neurons.

3. Generic Name of Product: Multi-photon micrscopy system with 3D spatial light modulator (SLM) photostimulation

4. Purchase Description:

Ultima 2P Plus; multi-photon micrscopy system with 3D spatial light modulator (SLM) photostimulation, quantity 1

5. Salient characteristics

1. Scanning Field-of-View: The scan head realizes a new optical design optimized for extended scanning field-of-view in both galvo mode and resonant mode. The system maintains PSF within 1 axial PSF across entire field at scan zoom 1x.

Overscan allows for scan zoom 0.8x for 1.4mm x 1.4mm field of view with Nikon 16x 0.8 objective. With an overscan Field Number of 28.3mm the 2P Plus has the largest scanning field of view of any commercial system.

2. 3D Volume imaging with ETL: The microscope includes a motorized Z focus; it also includes an electrically tunable lens (ETL) in the resonant scan path. The ETL provides high-speed dynamic positioning of the focal plane for Z-stacks. It is also decoupled from the photoactivation scan path, enabling simultaneous imaging and photoactivation from different Z-locations.

a. 480um range

b. 15ms step response, can be driven faster depending with tradeoff in ringing

c. Magnification corrected at each limit of range to 1.1x

d. Spherical aberration corrected with custom aspheric lens

e. Axial PSF measured 5 – 5.5um throughout range

3. • Close Proximity Detectors: it must offer up to four detectors that are in close proximity to the objective and move in unison with the objective. The short and fixed path length between the collection lens and objective allows for more efficient collection of scattered photons and 14° angle of collection from back aperture of the objective.

4. 2” Collection optics: it uses 2” collection optics from the objective to the detectors to ensure that the diverging photons end up hitting the photo cathode of the detectors instead of getting lost along the way.

5. Synchronization via BNC connection for timing of experimental apparatus is to be standard.

6. Rotating Nosepiece: Single axis rotating nosepiece that swivels 90 degrees on either side of its normal position. This allows users to image regions that are on the back or the side of the head such as auditory cortex. This feature does not require any re-orientation of the scan head or realignment of laser transfer optics, nor does it affect the optical relationship between the objective and PMT photo cathodes.

7. Resonant Scanner “add-on”: The resonant scanner is a true add-on, meaning it is relayed onto the standard 6mm imaging galvos. This architecture allows for either traditional raster scanning in galvo mode (adjustable dwell time, line scans, ROIs, etc) or high-speed scanning in resonant mode, selectable via drop-down in software for seamless switching. Resonant ROIs have increased SNR as the resonant scanner can be re-centered in the field of view with the x-galvo.

8. Optogenetics: It includes a secondary galvo path for stimulation using a separate laser. This pathway is independent from the imaging pathway, enabling simultaneous imaging and stimulation through the Mark Points software module.

Allows for synchronization with analog voltage input/output and imaging acquisition.

9. 3D SLM: Perform simultaneous multi-point optical stimulation/activation in the secondary galvo pathway. Utilizes a custom Spatial Light Modulator for dynamic control of the wavefront in Fourier space to manipulate the number of spots created and their position in 3D space. Coupling into the galvo path allows for use of diffraction-limited spots that can be spiraled rapidly with the galvos, maintaining photon density for reliable activation and covering larger areas (e.g.

cell bodies) with the spirals. This enables SLM module to take advantage of existing uncaging, raster, point, and spiral activation protocols that have been vetted by the scientific community.

a. 512 x 512 pixels

b. 7ms response time using reflective LCD surface

c. Numerical Aperture selectable via lens sets, 0.6 or 0.8

d. Field of View 150 x 150 x 150um with 0.8 NA or 300 x 300 x 300um with

0.6NA

e. Wavelength range 500 to 1100nm

f. Optional Dielectric mirror for increased reflectivity with tradeoff in wavelength range and rolloff

g. Fully integrated into Prairie View software for GUI-based Mark Points experiments in 3D

h. Can be used to generate traditional holographic patterns on the sample

10. Moving Microscope: Translation along X and Y axes, up to 1.5”, in addition to the standard Z axis 1.25”. This allows use of simple, non-motorized, experiment-specific stages for in vivo experiments where the specimen is held stationary while the scope is moved around (such as a head-fixed mouse running on a ball or a customized tread mill). This also enables Atlas Imaging, a software feature for visualizing a montage and picking out ROIs from a large sample area.

11. More than 1000 frames per second imaging: Resonant scanner enables high speed scanning (30fps at 512 x 512 resolutions at full field of view). This is particularly useful for Calcium imaging. Use of ROIs (regions of interest) with resonant scanner provides even higher frame rates limited only by the number of lines in the ROI. These ROIs can have any number of pixels along a line leading to better SNR, and better sample viability. Since the ROIs are not limited to 32 or more lines, frame rates greater than 1000 fps can be achieved; for instance 790fps for 512 x 16 ROI or 1319fps for 512 x 8 ROI.

12. High Efficiency GaAsP detectors with shutters: The detectors are cost-effectively upgraded to high sensitivity GaAsP detectors hand-selected for QE > 45%.

These detectors have about twice the QE of multi alkali detectors. High-speed shutters are integrated into the detector mounts to protect the PMTs from exposure to any Photoactivation light or ambient light when not in use for imaging.

13. Timing and Recombination Unit for timing synchronized beams, application for multi-color two-photon fluorescence microscopy

14. Fixed dispersion compensation for 1045 nm beam, 15000 fs^2

15. Tiling software for Whole Brain Imaging: Software provides a highly intuitive user interface to capture high resolution images of large samples (whole brains in 3D).

The preview mode allows users to setup the acquisition, and the software combined with high precision stages collects the images in “tiles” to construct the whole image in 3D. This feature is enabled by the motorized XYZ microscope and is fully functional on sample stages with static position.

16. User login based software configuration: The software supports multiple users and saves their configurations within their logins. It also allows users to save multiple configurations (relating to different experiments) for fast and easy re-loading of correct experimental parameters.

17. Real Time Data Analysis and Feedback: The software makes the data available to an external program so that the data can be analyzed in real time if required.

For instance, a third party program such as Matlab can request image data from the software, analyze the image and send commands back to the software to move the stage to bring the cell of interest back to the middle of field of view. All of this can be done in real time.

18. Synchronization with ePhys: The software provides accurate timing information about scans using pixel clock, line clock, and frame clock signals (TTL). These signals can be used to trigger external devices. In addition, the software provides the ability to produce up to 8 analog outputs and record from up to 16 analog inputs synchronized with photo-stimulation experiments.

6. Quantity: Quantity 1, Ultima 2P Plus

7. Delivery Date: Requested delivery date is October 30, 2020

8. Period of Performance: for one year warray after installation (Covered by full system one-year, unlimited hours warranty)

9. Option(s): N/A

52.212-4 -- Contract Terms and Conditions -- Commercial Items.

As prescribed in 12.301(b)(3), insert the following clause:

Contract Terms and Conditions -- Commercial Items (Oct 2018)

(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 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

Attachment 2 - FAR Clauses 52.212-4 and 52.212-5 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/12.htm#P128_20650 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 at 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 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

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

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

If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Reserved

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

ITEMS (Aug )

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

52.203-6

52.203-13

52.203-15

52.204-10

52.204-14

52.204-15

52.209-6

52.209-9

52.219-3

Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L.

109-282) (31 U.S.C. 6101 note).

[Reserved].

Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L.

111-117, section 743 of Div. C).

Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C.

2313).

[Reserved].

Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C.657a).

(ii) Alternate I (Nov 2011) of 52.219-3.

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(12)

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52.219-4

52.219-6

52.219-7

52.219-13

52.219-9

52.219-13

52.219-14

52.219-16

52.219-27

52.219-28

52.219-29

52.219-30

52.219-32

52.219-33

(i), Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(ii) Alternate I (JAN 2011) of 52.219-4.

[Reserved].

(i) Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

(ii) Alternate I (Nov 2011).

(iii) Alternate II (Nov 2011).

(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

(ii) Alternate I (Oct 1995) of 52.219-7.

(iii) Alternate II (Mar 2004) of 52.219-7.

Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

(i), Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637(d)(4)).

(ii) Alternate I (Nov 2016) of 52.219-9.

(iii) Alternate II (Nov 2016) of 52.219-9.

(iv) Alternate III (Nov 2016) of 52.219-9.

(v) Alternate IV (Aug 2018) of 52.219-9.

Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)). May require contractor completion.

(ii) Alternate I (Mar 2020) of 52.219-28.

Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

Nonmanufacturer Rule (Mar 2020)(15 U.S.C. 637(a)(17)).

knightlyrd Cross-Out

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52.222-3

52.222-19

52.222-21

52.222-26

52.222-35

52.222-36

52.222-37

52.222-40

52.222-50

52.222-54

52.223-9

52.223-11

52.223-12

52.223-13

52.223-14

52.223-15

52.223-16

52.223-18

52.223-20

Convict Labor (June 2003) (E.O. 11755).

Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

Prohibition of Segregated Facilities (Apr 2015).

(i) Equal Opportunity (Sept 2016) (E.O. 11246).

(ii) Alternate I (Feb 1999) of 52.222-26. Alt I requires CO completion.

(i) Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

(ii) Alternate I (July 2014) of 52.222-35. Alt I requires CO completion.

(i) Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(ii) Alternate I (July 2014) of 52.222-36. Alt I requires CO completion.

Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

(i) Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627).

(ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627). Alt I requires CO completion.

Employment Eligibility Verification (OCT 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

(i) Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.) Requires CO completion.

(ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.) Alt I requires contractor certification.

Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693). Requires contractor completion.

Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

(i), Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Oct 2015) of 52.223-13.

(i) Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-14.

Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

(i), Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-16.

Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

Aerosols (JUN 2016) (E.O. 13693).

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52.223-21

52.224-3

52.225-1

52.225-3

52.225-5

52.225-13

52.225-26

52.226-4

52.226-5

52.232-29

52.232-30

52.232-33

52.232-34

52.232-36

52.239-1

52.242-5

52.247-64

Foams (JUN 2016) (E.O. 13693).

(i), Privacy Training (JAN 2017) (5 U.S.C. 552a).

(ii) Alternate I (JAN 2017) of 52.224-3.

Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

(i), Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

(ii) Alternate I (May 2014) of 52.225-3.

(iii) Alternate II (May 2014) of 52.225-3.

(iv) Alternate III (May 2014) of 52.225-3.

Trade Agreements (AUG 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150). Requires CO completion.

Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C.

2307(f)).

Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) (31 U.S.C.

3332).

Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332). Requires CO completition.

Payment by Third Party (May 2014) (31 U.S.C. 3332).

Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

(i), Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx.

1241(b) and 10 U.S.C. 2631).

(ii) Alternate I (Apr 2003) of 52.247-64.

(iii) Alternate II (FEB 2006) of 52.247-64.

Tax on Certain Foreign Procurements—Notice and Representation (Jun 2020)(55) 52.229-12

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

✔ 52.222-41 Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). (2)

✔ 52.222-42 Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67). Requires CO completion.

(3)

✔ 52.222-43 Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(4)

✔ 52.222-44 Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(5)

52.222-51 Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C.

chapter 67).

(6)

52.222-53 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67).

(7)

✔ 52.222-55 Minimum Wages Under Executive Order 13658 (Dec 2015). (8)

✔ 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706). (9)

52.226-6 Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792). (10)

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

(v) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C.637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(vi) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(vii) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(viii) 52.222-26, Equal Opportunity (Sept 2015) (E.O.11246).

(ix) 52.222-35, Equal Opportunity for Veterans (Oct…