70RDAD20C00000013.pdf

PDF 565 KB Posted Aug 17, 2020

Attached to: Illumina MiSeq Project Package
Solicitation number: 70RDAD20C00000013
Issued by: Department of Homeland Security Office of Procurement Operations

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Sole Source Letter.pdf	PDF	Aug 17, 2020
Sole Source Justification 503560.pdf	PDF	Aug 17, 2020

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DHS/OPO/USSS

www.ipp.gov

Platform (IPP) using the Invoice Processing requests electronically Contractor shall submit payment

0333052640000

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

PRO-PROCUREMENT

BLDG T-5

245 MURRAY LANE, SW

COMMUNICATIONS CENTER (PRO)

PRO-PROCUREMENT DIV

CODE 16. ADMINISTERED BYCODE

334516

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORDHS/OPO/DEPT.OPS

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

202-447-0163Donald Nusbaum (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBERa. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION 5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 32 503560OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

WASHINGTON DC 20223

TELEPHONE NO.

SAN DIEGO CA 921224616

5200 ILLUMINA WAY

ILLUMINA INC

17a. CONTRACTOR/

Landover MD 20785 843 Brightseat Road United States Secret Service

15. DELIVER TO

Washington DC 20528-0115 245 Murray Lane, SW, #0115 Dept. Operations Acquisition Div.

Office of Procurement Operations

9. ISSUED BY

70RDAD20C00000013

2. CONTRACT NO.

EFFECTIVE DATE

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS

Net 30 THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

U.S. Dept. of Homeland Security

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

DUNS Number: 033305264+0000 This is a firm fixed price contract to provide an Illumina MiSeq Project Package in accordance with the attached statement of work for the Department of Homeland Security (DHS) United States Secret Service (USSS).

Delivery: 09/30/2020 Period of Performance: 08/10/2020 to 09/30/2020

0001 Part Number: SY-410-1003 1 EA 96,026.35 96,026.35 Continued ...

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

$114,526.97

HEREIN, IS ACCEPTED AS TO ITEMS:

DATED

Donald Nusbaum

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

31c. DATE SIGNED

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

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

See schedule

29. AWARD OF CONTRACT:

REF.

Mark Van Oene, Senior VP and Chief Commercial Officer

August 10, 2020

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

MiSeq System

The MiSeq System is an Integrated system for automated generation of DNA clonal clusters by bridge amplification, sequencing, primary and secondary analysis. System includes embedded touchscreen monitor and on- instrument computer, dual surface imaging capability, MiSeq Software

Suite, installation kits and standards, installation and training, and 12 months warranty

(including parts and labor).

Obligated Amount: $96,026.35

Accounting Info:

2020-0400.000DB01.2020D.00-H070H480H000-08000000-T

EC006_20-TEC006_20_0400_01_03-3100B5-07150000-6100

0006-0-0-0-0

Funded: $96,026.35

0002 Part Number SP-103-1006 1 EA 8,447.40 8,447.40

MiSeq® Installation and Operational Qualification

Installation Qualification (IQ) and Operation

Qualification (OQ) provides documented proof that the instrument has been delivered, installed, and operating as intended and according to manufacturer specifications. It is required by many regulations and quality standards. It is recommended at initial installation, after

Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32 2 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 32

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

ILLUMINA INC

(A) (B) (C) (D) (E) (F)

70RDAD20C00000013

relocation, or before start of regulated use.

Obligated Amount: $8,447.40

Accounting Info:

2020-0400.000DB01.2020D.00-H070H480H000-08000000-T

EC006_20-TEC006_20_0400_01_03-252046-07150000-6100

0001-0-0-0-0

Funded: $8,447.40

0003 Part Number: SP-103-1003 1 EA 5,285.80 5,285.80

MiSeq® Performance Qualification

Performance Qualification (PQ) verifies and provides documented proof that the instrument has been operating as intended and according to manufacturer specifications. It is required by many national and international regulations and quality standards. It is recommended after a

Preventative Maintenance, a major repair, or at a fixed schedule defined by laboratory Standard

Operating Procedures.

Obligated Amount: $5,285.80

Accounting Info:

2020-0400.000DB01.2020D.00-H070H480H000-08000000-T

EC006_20-TEC006_20_0400_01_03-252046-07150000-6100

0001-0-0-0-0

Funded: $5,285.80

0004 Part# MS-102-9999 10 EA 2.85 28.50

MiSeq® Disposable Wash Tubes

(20) disposable wash tubes for MiSeq

Obligated Amount: $28.50

Accounting Info:

2020-0400.000DB01.2020D.00-H070H480H000-08000000-T

EC006_20-TEC006_20_0400_01_03-260074-07150000-6100

0001-0-0-0-0

Funded: $28.50

0005 Part Number: MS-102-3001 1 EA 909.88 909.88

MisEq Reagent Kit v3 (150-cycle)

Provides kitted reagents for up to 175 cycles of sequencing on the MiSeq System. Includes:

Paired-End Reagent plate (150-cycles), MiSeq Flow

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

70RDAD20C00000013 MiSeq Project Package

SECTION II – STATEMENT OF WORK

1.0 GENERAL

The Illumina MiSeq is a long-read, real-time next generation sequencing platform for evaluation of the presence of potential biological components. The purpose of this procurement is to obtain a purchase of a MiSeq Project Package, flow kits, flongle, and data system (collectively referred to as the MiSeq system) in support of other technologies used to either rule out or confirm the presence of biological threats.

2.0 GENERAL REQUIREMENTS

The contractor shall provide all parts specified in Section II Subsection 3.0.

3.0 REQUIREMENTS

Part Number Item/Description Quantity

SY-410-1003

MiSeq System

SP-103-1006

MiSeq® Installation and Operational Qualification

Installation Qualification (IQ) and Operation Qualification (OQ) provides documented proof that the instrument has been delivered, installed, and operating as intended and according to manufacturer specifications. It is required by many regulations and quality standards. It is recommended at initial installation, after relocation, or before start of regulated use.

SP-103-1003

MiSeq® Performance Qualification

MS-102-9999

MiSeq® Disposable Wash Tubes

(20) disposable wash tubes for MiSeq

MS-102-3001

MisEq Reagent Kit v3 (150-cycle)

Provides kitted reagents for up to 175 cycles of sequencing on the MiSeq System. Includes: Paired- End Reagent plate (150-cycles), MiSeq Flow Cell, and Wash Buffer.

FC-132-1001

Nextera Mate Pair Library Prep Kit (12 indexes, 48 get-free samples or 12 gel-plus samples)

This kit contains Nextera Mate Pair reagents and TruSeq reagents and indexes. Nextera Mate Pair Library Preparation Kit offers industry’s only gel-free method for preparing mate pair libraries with the lowest DNA input requirement. The average size of the libraries range from 2-8 kb (up to 12 kb).

The MiSeq system must be delivered with all components necessary to run quantification assays.

The MiSeq shall be provided with a certificate of conformance, user’s manual and technical support contact information. The vendor shall provide a certificate of analysis for each lot of assay kit. The certificates must meet ISO 9001 manufacturing standards.

3.1 Applicable Directives

The documents listed in this section that relate to MiSeq system and assay kits and are applicable to this SOW.

• ISO 17025 (https://www.iso.org/standard/39883.html)

• ISO 9001:2000 Quality Program (https://www.iso.org/standard/21823.html)

3.2 Performance Requirements

The government requires that purchase and delivery of the MiSeq system on schedule and in accordance with listed specifications to ensure proper operation of the instrumentation.

Performance Requirement

Acceptable Quality Level

(Standard)

Maximum Allowable Degree of Deviation from Requirement

Surveillance Method

Incentives

MiSeq meeting specification and fit for use

MiSeq delivered, with all associated components listed

Minimal – within 12 months of delivery date, all other requirements met

COR review of certificates of analysis, delivery documentation, and invoices

Purchase of additional units and/or kits if needs change

MiSeq installation and operational qualification

MiSeq installed and operationally qualified within 9 months, with all associated components listed

Minimal – within 12 months of delivery date, all other requirements met

COR review of certificates of analysis, delivery documentation, and invoices

Purchase of additional units and/or kits if needs change

MiSeq performance qualification

MiSeq performance qualified within 12 months, with all associated components listed

Minimal – within 14 months of delivery date, all other requirements met

COR review of certificates of analysis, delivery documentation, and invoices

Purchase of additional units and/or kits if needs change

Customer Service / Reach Back Availability

Technical support call returned within 8 hours of COR contact

2 business days call back for non-emergency events

Report of call back time to

COR

Purchase of additional units if needs change

Quality Assurance Surveillance Plan for MiSeq The purpose of this plan is to provide a quality surveillance plan for the acquisition of the MiSeq system and assay kits. The primary objective of this plan is to outline a basis for the Contracting Officer Representative’s (COR’s) evaluation of performance quality. Oversight of contract performance will assure contract quality and completion.

3.3 Performance Measures

3.3.1 Quality Level. The COR will determine whether the contractor has consistently provided the expected quality level subject to this contract. Quality is measured by the consistent 100% successful completion of the outlined tasks in the scheduled timeline agreed on by the COR and the contractor.

3.3.2 Frequencies. The COR will determine if the Contractor is consistent in meeting the deadlines for the task.

3.3.3 Management Responsiveness. The COR will determine whether the contractor has provided satisfactory project management and controls to assisting in the project consistent with the quality levels outlined herein. The COR will confirm that the contractor has consistently and satisfactorily met all reporting requirements cited in the deliverables section of the statement of work.

3.4 Evaluation Methods

3.4.1 The COR will perform the following evaluation techniques to monitor the quality of performance of the contractor:

3.4.2 Acceptance Testing. The COR will review contractor specifications versus testing performed on receipt for acceptability and fit of use for the MiSeq and each assay kit lot received.

3.4.3 Path-forward Documents. The COR will review any path-forward documents submitted, which detail proposed improvements or recommendations to address future needs or cost savings.

3.4.4 Customer Service Availability and Resolution. The COR will review the availability and afterhours response time for call-back for Customer Service based on needs for contact and frequency of response.

SECTION III – PACKAGING AND MARKING

1.0 MARKING FOR UNCLASSIFIED DOCUMENTS

Unless otherwise specified, all items to be delivered under this contract shall be preserved, packaged, and packed in accordance with normal commercial practices to meet the packing requirements of the carrier and ensure safe delivery at destination.

All initial packing, marking and storage incidental to shipping of equipment to be provided under this contract shall be at the Contractor’s expense. The Contractor shall supervise the packing of all acquired equipment furnished by the Contractor.

SECTION IV – PACKAGING AND MARKING

1.0 INSPECTION, ACCEPTANCE, AND RECEIVING REPORT

The Contractor shall submit deliverables for the COR inspection, acceptance and receipt. The COR will inspect deliverables for conformance to the requirements specified in this SOW. Upon receipt of any deliverables the COR will have ten (10) federal business days to review, comment and either accept or reject deliverables. Any rejection will: (i) be in writing; (ii) state the basis of the rejection; (iii) include a specific reference, section or acceptance criterion with which the deliverable does not conform: and (iv) identify the corrective action or rework required. DHS Form 700-21, Material Inspection and Receiving report, may be used for this purpose.

The COR listed in Section VI has been delegated authority to inspect and accept all services, reports and required deliverables or outputs.

2.0 ACCEPTANCE CRITERIA

The Government will either accept the product and/ or provide comments and other direction for rework of the deliverable.

If the Government comments on a deliverable product, the Contractor will respond to the comments in a revised product delivered to the Government not later than 10 working days after receipt of Government comments.

If the Government accepts a deliverable without comment, the Contractor shall resubmit the accepted deliverables without any draft markings.

SECTION V - DELIVERIES AND PERFORMANCE

1.0 DELIVERY DATE

All deliverables should be delivered on or before September 30, 2020.

2.0 DELIVERY INSTRUCTIONS

Attn: Tara M. Lydick Communications Center (MS8702) 245 Murray Lane SW Washington, DC 20223

Delivery requires 48 hours prior notice and coordination with the COR.

3.0 DELIVERABLES

3.1 MiSeq Project System and Kits

3.1.1 The contractor shall deliver the requested MiSeq system, kits, library prep kits, reagent kits, wash tubes, user’s manuals, and all certificates.

3.1.2 The contractor shall provide a 1-year warranty that includes repair and/or replacement of the unit at no additional charge.

3.2 MiSeq Installation and Qualification

3.2.1 The contractor shall install and complete operational qualification within nine (9) months of order.

3.2.2 The contractor shall complete performance qualification within two (2) months of installation.

3.3 Customer Service

3.3.1 The contractor shall be available by phone during normal working hours in the facility location time zone (EST) to answer questions, facilitate scheduling, and resolve any issues

3.3.2 The contractor will coordinate with the COR at least one week in advance to schedule the delivery of MiSeq.

3.3.3 The contractor shall be proactive in working with the customers to identify potential cost savings where cost benefit profiles will support these options.

SECTION VI ADMINISTRATION DATA

1.0 ADDENDUM to FAR CLAUSE 52.212-4(g)

Invoices shall be emailed to the Contracting Officer (CO), and the Contracting Officer’s Representative (COR) identified below. The invoice must contain the applicable contract line item number(s). The invoice must comply with the payment clause in the award document to be considered a proper invoice.

2.0 CONTRACTING OFFICER

The Contracting Officer is the only individual who can legally commit or obligate the Government for the expenditure of public funds and authorize revisions of the terms and conditions of this contract. The Contracting Officer shall authorize any such revision in writing.

The Contracting Officer is:

Donald Nusbaum Department of Homeland Security Office of Procurement Operations Phone: 202-447-0163 E-mail: Donald.Nusbaum@hq.dhs.gov

3.0 CONTRACTING OFFICER’s REPRESENTATIVE (COR)

The Contracting Officer’s Representative (COR) to assist in monitoring the work under this contract. The COR is responsible for the technical administration of the contract and technical liaison with the Contractor. The COR is not authorized to change the scope of work or specifications as stated in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, delivery schedule, period of performance, or other terms or conditions.

The Contracting Officer’s Representative is:

Tara M. Lydick Department of Homeland Security United States Secret Service Phone: 202-538-5521 E-mail: Tara.Lydic@usss.dhs.gov

SECTION VII –SPECIAL CONTRACT REQUIREMENTS

1.0 IMPLEMENTATION OF E.O. 13224 - E.O. ON TERRORIST FINANCING

The Contractor is reminded that U.S. Executive Orders and U.S. law prohibits transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of the Contractor to ensure compliance with these Executive Orders and laws.

2.0 DISCLOSURE OF INFORMATION

(a) Contractors are reminded that information furnished under this contract may be subject to disclosure under the Freedom of Information Act (FOIA). Therefore, all items that are confidential to business, or contain trade secrets, proprietary, or personnel information must be clearly marked.

However, marking of items will not necessarily preclude disclosure. All FOIA requests for procurement material will be handled according to agency procedures at 6 CFR Part 5, Subpart B.

(b) Any information made available to the Contractor by the Government must be used only for the purpose of carrying out the provisions of this contract and must not be divulged or made known in any manner to any person except as may be necessary in the performance of the contract.

(c) In performance of this contract, the Contractor assumes responsibility for protection of the confidentiality of Government records and must ensure that all work performed by its subcontractors shall be under the supervision of the Contractor or the Contractor's responsible employees.

(d) Each officer or employee of the Contractor or any of its subcontractors to whom any Government record may be made available or disclosed must be notified in writing by the Contractor that information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C. 641. That section provides, in pertinent part, that whoever knowingly converts to their use or the use of another, or without authority, sells, conveys, or disposes of any record of the United States or whoever receives the same with intent to convert it to their use or gain, knowing it to have been converted, shall be guilty of a crime punishable by a fine of up to $10,000, or imprisoned up to ten years, or both.

3.0 PUBLICATIONS AND COMMUNICATION

The Contractor shall include the following acknowledgement in any technical document that is produced from DHS funding: “The U.S. Department of Homeland Security (DHS) is acknowledged as the sponsor of this work.”

4.0 SECURITY REQUIREMENTS

All materials and discussions are considered law enforcement sensitive. Any and all information processed by the contractor as described in this document will be considered sensitive but unclassified (SBU). Under this contract, non-government personnel will not have access to classified materials or information. Although individual elements are SBU in totality they represent access to the highly sensitive nature of the Secret Service operating environment.

SECTION VIII –CLAUSES

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 address:

http://acquisition.gov/comp/far/index.html or for DHS specific clauses at http://farsite.hill.af.mil/VFHSAR1.htm

FAR Clauses/Provisions

Clause Title Date Homeland Security Acquisition Regulation (HSAR) Clauses

3052.209-70 Prohibition on Contracts with Corporate Expatriates JUN 2006

52.212-4 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.

(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 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 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 User 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 (Jul 2020)

As prescribed in 12.301(b)(4), insert the following clause:

Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items (Jul 2020)

(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:

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with Alternate I (Oct 1995) ( 41U.S.C.4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L.

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

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite- Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note).

_X_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)

(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

__ (12)

(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved]

__ (14)

(i) 52.219-6, Notice of Total Small Business Set-Aside (Mar 2020) of 52.219-6 (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6 .

__ (15)

(i) 52.219-7, Notice of Partial Small Business Set-Aside (Mar 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17)

(i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (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 (Jun 2020) of 52.219-9.

__ (v)Alternate IV (Jun 2020) of 52.219-9

__ (18)

(i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

(ii) Alternate I (Mar 2020) of 52.219-13.

__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15 U.S.C. 657f).

__ (22)

(i) 52.219-28, Post Award Small Business Program Rerepresentation (May 2020) (15 U.S.C. 632(a)(2)).

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

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women- Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Mar2020) (15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15U.S.C. 637(a)(17)).

_X_ (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

_X_ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan2020) (E.O.13126).

_X_ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

__ (30)

(i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

_X_ (31)

(i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

__ (ii) Alternate I (Jul 2014) of 52.222-35.

_X_ (32)

(i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

__ (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

__ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (35)

(i) 52.222-50, 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).

__ (36) 52.222-54, 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.)

__ (37)

(i) 52.223-9, 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.)

__ (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.)

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (40)

(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

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

__ (41)

(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun2014) of 52.223-14.

__ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) (42 U.S.C. 8259b).

__ (43)

(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

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

__ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

__ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (46) 52.223-21, Foams (Jun2016) (E.O. 13693).

__ (47)

(i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

__ (48) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).

__ (49)

(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 U.S.C.chapter83, 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.

__ (50) 52.225-5, Trade Agreements (Oct 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (51) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (52) 52.225-26, 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. 2302Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) (42 U.S.C. 5150).

__ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) (42 U.S.C. 5150).

__ (55) 52.229-12, Tax on Certain Foreign Procurements (Jun 2020).

__ (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ (57) 52.232-30, Installment Payments for Commercial Items (Jan2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X_ (58) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018) (31 U.S.C. 3332).

__ (59) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (60) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ (61) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (62) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)).

__ (63)

(i) 52.247-64, 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.

(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.]

__ (1) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter67).

__ (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).

__ (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) ( 29U.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)…

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