RFQ_75N95024Q00436.pdf

Solicitation No. 75N95024Q00436

Title: Single Cell RNAseq Protocol and Automation Bundle

i. 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 separate written solicitation will not be issued.

ii. The solicitation number is 75N95024Q00436 and the solicitation is issued as a Request for Quotation (RFQ) on an unrestricted basis, as a full and open requirement.

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; FAR Subpart 13.5— Simplified Procedures for Certain Commercial Items; and FAR Part 12— Acquisition of Commercial Items, and is not expected to exceed the simplified acquisition threshold. A time and materials type of purchase order is contemplated for this requirement.

iii. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2024-06, dated 07-30-2024.

iv. The North American Industry Classification System (NAICS) code for this procurement is 334516 - Analytical Laboratory Instrument Manufacturing with associated small business size standard of 1,000 employees or less.

v. Line Items: Through this procurement NIDA anticipates a single award, firm fixed price purchase order for brand name or equal scRNAseq Protocol and Automation Bundle and component parts as described in Attachment 1 – Purchase Description.

Below is a table that contains the line item number and description of the brand name or equal requirements for the anticipated award.

Line No. Description 1 Qty: 1. Evercode Automation Mega Package with Integra Assist Plus (SKU:

NTWT3500)

2 Qty: 1. 8-channel VOYAGER Electronic Pipette 0.5 – 12.5uL (SKU: 4721) 3 Qty: 1. 8-channel VOYAGER Electronic Pipette 2 - 50uL (SKU: 4726) 4 Qty: 1. 16-channel VIAFLO Electronic Pipette 0.5 – 12.5uL (SKU: 4641) 5 Qty: 1. 16-channel VIAFLO Electronic Pipette 2 – 50uL (SKU: 4646) 6 Qty: 2. 4-pipette Charging Stand (SKU: 4215)

vi. Description of Requirement: The objective of this solicitation is to purchase a brand name or equal scRNAseq Protocol and Automation Bundle for the Translational Neuroscience Center (TNC), National Institute of Stroke, NINDS. The TNC’s responsibility is to aid other labs, primarily at NINDS but also throughout the NIH, in translating their basic science discoveries into potential therapeutics. One technology the TNC is using to better understand therapeutic targets in single-cell (sc)-RNAseq.

NINDS requires a scRNAseq protocol that will be used at a larger scale and in order to improve precision, accuracy, and efficiency it needs to be automated. NINDS also requires a workflow that completely automates their scRNAseq protocol. The protocol can be used to process up to a million cells and sixteen samples in one run. The purchase of this equipment will allow the TNC to scale up its capacity to run many samples for scRNAseq analysis in a timely and efficient manner and provide collaborators with critical information that can be used to better translate their findings into the clinic.

vii. The provision at FAR Clause 52.212-1 Instructions to Offerors—Commercial Items (Sep 2023) is applicable to this solicitation.

viii. The provision at FAR clause 52.212-2, Evaluation – Commercial Items, applies to this acquisition. The following is provided as an addendum to clause 52.212-2:

The Government will award a contract resulting from this solicitation to the responsible Offeror whose offer conforming to the solicitation will be most advantageous to the Government, i.e. this RFQ will be evaluated and award made on the basis of best value to the Government. Offeror’s submitting a response must provide a completed Price Quote to be evaluated and considered for award. Price quotes must indicate fixed unit pricing and total cost, including shipping cost and estimated time of delivery after receipt of order.

Technical evaluation shall be based on the following:

1. Technical Approach

NIDA shall evaluate:

A tradeoff process shall be used for this acquisition because it has been determined to be in the best interest of the Government to consider award to other than the lowest priced Offeror or other than the highest technically rated offeror. All evaluation factors and significant sub-factors that will affect contract award and their relative importance will be clearly stated in the solicitation; and the solicitation shall state whether all evaluation factors other than cost or price, when combined, are significantly more important than, approximately equal to, or significantly less important than cost or price.

For this acquisition, the following considerations will be part of the trade-off process:

Technical Evaluation Factors including Past Performance, and Price.

The evaluation will be based on the demonstrated capabilities of the prospective Offerors in relation to the needs of the project as set forth in the solicitation. The merits of each proposal will be evaluated carefully. Each proposal must document the feasibility of successful implementation of the requirements of the solicitation. Offerors must submit information sufficient to evaluate their proposals based on the detailed factors listed below.

ARTICLE 1 - Evaluation Criteria

A tradeoff process shall be used for this acquisition because it has been determined to be in the best interest of the Government to consider award to other than the lowest priced Offeror or other than the highest technically rated offeror. All evaluation factors and significant sub-factors that will affect contract award and their relative importance will be clearly stated in the solicitation; and the solicitation shall state whether all evaluation factors other than cost or price, when combined, are significantly more important than, approximately equal to, or significantly less important than cost or price.

For this acquisition, the following considerations will be part of the trade-off process:

Technical Evaluation Factors including Past Performance, and Price.

TECHNICAL EVALUATION FACTORS

The evaluation factors are used by the technical evaluation committee when reviewing the technical quotes. The factors below are listed with weights assigned indicating relative importance for evaluation purposes, i.e., a higher weight indicates higher importance.

1. Technical Capability and Functionality

NIDA shall evaluate the offeror’s technical approach for overall capability and functionality in relation to the General Requirement, Salient Characteristics, Quantity and Deliverables as described in the Statement of Work.

2. Contract Management and Customer Support

NIDA shall evaluate the offeror’s ability to provide a high level of customer service, particularly in the area of initial responsiveness and resolution of device and service problems. Specifically, the Government will evaluate the Offeror’s capability based on its description of any applicable warranty, customer support process.

3. Speed of Delivery, Installation and Set-up

NIDA shall evaluate the offeror’s technical approach for completeness, feasibility, soundness and practicality of the proposed approach and work plan for accomplishing the requirements of the Statement of Work.

PAST PERFORMANCE

Offerors will be evaluated based on information obtained from references provided by the offeror, other relevant past performance information obtained from other sources known to the Government, and any information supplied by the offeror concerning problems encountered on the identified contracts and corrective action taken.

Furthermore, the Government will assess the relative risks associated with each offeror.

Performance risks are those associated with an offeror's likelihood of success in performing the acquisition requirements as indicated by that offeror's record of past performance. The assessment of performance risk is not intended to be the product of a mechanical or mathematical analysis of an offeror's performance on a list of contracts but rather the product of subjective judgment by the Government after it considers all available and relevant information.

PRICE EVALUATION

Offerors price quote will be evaluated for reasonableness. For a price to be reasonable, it must represent a price to the government that a prudent person would pay when consideration is given to prices in the market. Normally, price reasonableness is established through adequate price competition, but may also be determined through cost and price analysis techniques. Price evaluation will not be conducted on any Offeror determined to be technically unacceptable.

The award will be made on a competitive best value basis, using “tradeoff” among cost/price and non-cost/price factors. The Government may elect to award to other than the lowest priced Offeror, or other than the Offeror with the highest rated non-cost/price proposal. In either case, a tradeoff will be conducted. The government reserves such right of flexibility in conducting the evaluation as necessary to assure an award with the Contractor providing the best value to the government.

The major evaluation factors for this solicitation include technical and cost/price factors.

Interrelationships of these elements will be assessed consistent with the regulations concerning the considerations of cost and other factors in determining contract award.

Technical factors are of paramount consideration in the award of the contract, however cost/price is also important to the overall contract award decision. Therefore, Offerors are reminded that award will be made to the Offeror whose proposal provides the combination of features that offers the best or greatest overall value to the Government.

The Government may request clarifying information from the schedule contractor, as it relates to its quote.

(b) A written notice of award or acceptance of an offer mailed or otherwise furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

ix. The Offeror is to include a completed copy of the provision at FAR clause 52.212-3, Offeror Representations and Certifications—Commercial Items, with its offer. Offerors must include the representation at 52.204-24 if it is not in in their completed FAR Representations and Certifications. A copy of that representation is attached as Attachment 2 - Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

x. The provision at FAR Clause 52.212-4, Contract Terms and Conditions—Commercial Items, applies to this acquisition and is supplemented by Attachment 4 - 52.212-4 Addendum and Supplemental Clauses.

xi. The provision of FAR Clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders Commercial Items, applies to this acquisition. See attachment.

xii. The following additional contract requirement(s) or terms and conditions as determined by the Contracting Officer are necessary for this acquisition and consistent with customary commercial practices. Additional contract requirement(s) or terms and conditions determined by the Contracting Officer to be necessary for this acquisition are supplemented by the following attachments:

Attachment 1 – Purchase Description Attachment 2 - 52.212-4 Contract Terms and Conditions – Commercial Items (Nov 2023) Attachment 3 - 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders-Commercial Items.

Attachment 4 - Invoicing Instructions

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

xiv. The response to the combined synopsis/solicitation is due no later than August 27, 2024 at 1:00 p.m. Eastern Standard Time (EST). Offers submitted after the deadline may not be considered. The response should be submitted in a searchable format to the Contract Specialist, Shaun Rostad at shaun.rostad@nih.gov. Electronic submittals must include the combined synopsis/solicitation 75N95024Q00436 and the Title in the Subject Line.

In addition, the Unique Entity Identifier (UEI), 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.

Technical Quotes shall be submitted in accordance with the General Requirement identified in Section 6 of this combined synopsis/solicitation.

Any Quote, modification, or revision that is received at the designated Government office after the exact date and time specified for receipt of quotations is “late” and may not be considered. Quotes received “late” may not be evaluated or considered for award and may be returned to the Offeror. If an emergency or unanticipated event interrupts normal Government processes so that Quotes cannot be received at the Government office designated for receipt of Quotes by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation closing date, the time specified for receipt of Quotes will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

The Government reserves the right to award without discussions if the Contracting Officer determines that the initial cost/prices are fair and reasonable and that discussions are not necessary.

xv. Questions may be submitted to Shaun Rostad and Josh Lazarus at shaun.rostad@nih.gov and josh.lazarus@nih.gov up to August 23, 2024 at 1:00 p.m. Eastern Standard Time.

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

PURCHASE DESCRIPTION

1. Statement of Need and Purpose: The purpose of this requisition is to purchase an Integra Automation Bundle for the Translational Neuroscience Center (TNC), National Institute of Stroke, NINDS.

2. Background Information and Objective:

The TNC’s responsibility is to aid other labs, primarily at NINDS but also throughout the NIH, in translating their basic science discoveries into potential therapeutics. One technology the TNC is using to better understand therapeutic targets in single-cell (sc)-RNAseq. NINDS requires a scRNAseq protocol that will be used at a larger scale and in order to improve precision, accuracy, and efficiency it needs to be automated. NINDS also requires a workflow that completely automates their scRNAseq protocol. The protocol can be used to process up to a million cells and sixteen samples in one run. The purchase of this equipment will allow the TNC to scale up its capacity to run many samples for scRNAseq analysis in a timely and efficient manner and provide collaborators with critical information that can be used to better translate their findings into the clinic.

3. Generic Name of Product: scRNAseq Protocol and Automation Bundle

4. Salient characteristics: NINDS requires the following brand name or equal items and salient characteristics:

Evercode Automation Mega Package, cat# NTWT3500 o One Integra Assist Plus base unit with the necessary accessories and components needed to automate the Parse Evercode workflow o Evercode Automation Starter Kit for Integra Assist Plus: Parse-provided components required to successfully perform Parse Evercode workflows on the Integra Assist Plus o Evercode reagents : 1 Evercode WT v3 with UDI Plate (ECWT3301) + 1 Evercode WT

Mega v3 (ECWT3500) 8- channel pipette, 0.5-12,5 ul cat# 4721 8- channel pipette, 2-50 ul cat# 4726 16-channel pipette 0.5-12.5 ul cat# 4641 16-channel pipette 2-50 ul cat# 4646 4-pipette charging stand cat# 4215

5. Quantity:

1 of Each Evercode Automation Mega Package, cat# NTWT3500 1 of each 8- channel pipette, 0.5-12,5 ul cat# 4721 1 of each 8- channel pipette, 2-50 ul cat# 4726

Attachment 1 - Purchase Description

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

1 of Each 16-channel pipette 0.5-12.5 ul cat# 4641 1 of each 16-channel pipette 2-50 ul cat# 4646 2 of each 4-pipette charging stand cat# 4215

4. Delivery Date: within 8 weeks of receipt of order

Attachment 1 - Purchase Description

FAR 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered;

and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act ( 31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

Attachment 2 - FAR 52.212-4 Contract Terms & Conditions

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.- (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

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

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

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

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

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

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

(n) Title. Unless specified elsewhere in this contract, title 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; 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.

Addenda to FAR 52.212-4

FAR 52.242-15 Stop-Work Order (AUG 1989()

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

FAR 52.217-5 Evaluation of Options (JULY 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

FAR 52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 calendar days before the contract expires.

FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

Attachment 2 - FAR 52.212-4 Contract https://www.acquisition.gov/far/part-17#FAR_17_206

(a) The Government may extend the term of this contract by written notice to the Contractor; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 calendar days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five years.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (May 2024)

[Contracting officer check as appropriate.]

Attachment 3 - FAR 52.212-5 Contract Terms & Conditions https://www.acquisition.gov/far/52.203-6 https://www.acquisition.gov/far/52.203-13 https://www.acquisition.gov/far/52.203-15 https://www.acquisition.gov/far/52.204-10 https://www.acquisition.gov/far/52.204-14 https://www.acquisition.gov/far/52.204-15 https://www.acquisition.gov/far/52.204-28 https://www.acquisition.gov/far/52.204-27 https://www.acquisition.gov/far/52.203-17 https://www.acquisition.gov/far/52.204-30

Attachment 3 - FAR 52.212-5 Contract https://www.acquisition.gov/far/52.219-4 https://www.acquisition.gov/far/52.219-6 https://www.acquisition.gov/far/52.219-7 https://www.acquisition.gov/far/52.219-8 https://www.acquisition.gov/far/52.219-9 https://www.acquisition.gov/far/52.219-13 https://www.acquisition.gov/far/52.219-14 https://www.acquisition.gov/far/52.219-16 https://www.acquisition.gov/far/52.219-27 https://www.acquisition.gov/far/52.219-28 https://www.acquisition.gov/far/52.219-29 https://www.acquisition.gov/far/52.219-30 https://www.acquisition.gov/far/52.219-32 https://www.acquisition.gov/far/52.219-33 https://www.acquisition.gov/far/52.219-3 https://www.acquisition.gov/far/52.209-9 https://www.acquisition.gov/far/52.209-6 https://www.acquisition.gov/far/52.209-9 https://www.acquisition.gov/far/52.222-3 https://www.acquisition.gov/far/52.222-21 https://www.acquisition.gov/far/52.222-26 https://www.acquisition.gov/far/52.222-35 https://www.acquisition.gov/far/52.222-36 https://www.acquisition.gov/far/52.222-37 https://www.acquisition.gov/far/52.222-40 https://www.acquisition.gov/far/52.222-50 https://www.acquisition.gov/far/52.222-54 https://www.acquisition.gov/far/52.223-9 https://www.acquisition.gov/far/52.223-11 https://www.acquisition.gov/far/52.223-12 https://www.acquisition.gov/far/52.223-20 https://www.acquisition.gov/far/52.223-21 https://www.acquisition.gov/far/52.223-23 https://www.acquisition.gov/far/52.222-19 https://www.acquisition.gov/far/52.224-3 https://www.acquisition.gov/far/52.225-1 https://www.acquisition.gov/far/52.225-3 https://www.acquisition.gov/far/52.225-5 https://www.acquisition.gov/far/52.225-13 https://www.acquisition.gov/far/52.225-26 https://www.acquisition.gov/far/52.226-4 https://www.acquisition.gov/far/52.226-5 https://www.acquisition.gov/far/52.232-29 https://www.acquisition.gov/far/52.232-30 https://www.acquisition.gov/far/52.232-33 https://www.acquisition.gov/far/52.232-34 https://www.acquisition.gov/far/52.232-36 https://www.acquisition.gov/far/52.239-1 https://www.acquisition.gov/far/52.242-5 https://www.acquisition.gov/far/52.229-12 https://www.acquisition.gov/far/52.226-8 https://www.acquisition.gov/far/52.222-41 https://www.acquisition.gov/far/52.222-42 https://www.acquisition.gov/far/52.222-43 https://www.acquisition.gov/far/52.222-44 https://www.acquisition.gov/far/52.222-51 https://www.acquisition.gov/far/52.222-53 https://www.acquisition.gov/far/52.222-55 https://www.acquisition.gov/far/52.222-62 https://www.acquisition.gov/far/52.226-6 https://www.acquisition.gov/far/52.247-64

FAR 52.212-5 as of FAC 2024-05 (5/22/2024) Edited 5/22/2024

Updated on March 21, 2023

Invoice and Payment Provisions (Vendor has Transitioned to IPP)

The following clause is applicable to all Purchase Orders, Task or Delivery Orders, and Blanket Purchase Agreement (BPA) Calls: Prompt Payment (Jan 2017) FAR 52.232-25. Highlights of this clause and NIH implementation requirements follow:

I. Invoice Requirements A. An invoice is the Contractor's bill or written request for payment under the contract for supplies delivered or services performed. A proper invoice is an "Original" which must include the items listed in subdivisions 1 through 12, below, in addition to the requirements of FAR 32.9. If the invoice does not comply with these requirements, the Contractor will be notified of the defect within 7 days after the date the designated billing office received the invoice (3 days for meat, meat food products, or fish, and 5 days for perishable agricultural commodities, dairy products, edible fats, or oils) with a statement of the reasons why it is not a proper invoice. (See exceptions under II., below.) Untimely notification will be considered in the computation of any interest penalty owed the Contractor.

1. Vendor/Contractor: Name, Address, Point of Contact for the invoice (Name, title, telephone number, e-mail and mailing address of point of contact).

2. Remit-to address (Name and complete mailing address to send payment).

3. Remittance name must match exactly with name on original order/contract. If the

Remittance name differs from the Legal Business Name, then both names must appear on the invoice.

4. Invoice date.

5. Unique invoice #s for all invoices per vendor regardless of site.

6. NBS document number formats must be included for awards created in the NBS:

Contract Number; Purchase Order Number; Task or Delivery Order Number and Source Award Number (e.g., Indefinite Delivery Contract number; General Services Administration number); or, BPA Call Number and BPA Parent Award Number.

7. Unique Entity Identifier (UEI) which is in the System for Award Management (SAM) and replaces the Dun & Bradstreet Data Universal Numbering System (DUNS) number.

8. Federal Taxpayer Identification Number (TIN). In those rare cases where a Contractor does not have a UEI number or TIN, a Vendor Identification Number (VIN) must be referenced on the invoice. The VIN is the number that appears after the contractor’s name on the face page of the award document.

9. Identify that payment is to be made using a three-way match.

10. Description of supplies/services that match the description on the award, by line billed.*

11. Freight or delivery charge must be billed as shown on the award. If it is included in the item price do not bill it separately. If identified in the award as a separate line item, it must be billed separately.

12. Quantity, Unit of Measure, Unit Price, Extended Price of supplies delivered or services performed, as applicable, and that match the line items specified in the award.*

Attachment 4 - Invoice and Payment Provisions

NOTE: If your invoice must differ from the line items on the award, please contact the Contracting Officer before submitting the invoice. A modification to the order or contract may be needed before the invoice can be submitted and paid.

Shipping costs will be reimbursed only if authorized by the Contract/Purchase Order. If authorized, shipping costs must be itemized. Where shipping costs exceed $100, the invoice must be supported by a bill of lading or a paid carrier's receipt.

B. The Contractor shall submit invoices to the Department of Treasury’s Invoice Processing Platform (IPP) at https://www.ipp.gov with a copy to the approving official, as directed below.

The Contractor shall submit a copy of the electronic invoice to the following Approving Official (Contracting Officer) and Contracting Officer Representative:

Approving Official: Contracting Officer Name- Email Address-

Contracting Officer Representative Name- Email Address-

II. Invoice Payment A. Except as indicated in paragraph B., below, the due date for making invoice payments by the designated payment office shall be the later of the following two events:

1. The 30th day after the designated billing office has received a proper invoice.

2. The 30th day after Government acceptance of supplies delivered or services performed.

B. The due date for making invoice payments for meat and meat food products, perishable agricultural commodities, dairy products, and edible fats or oils, shall be in accordance with the Prompt Payment Act, as amended.

III. Interest Penalties A. An interest penalty shall be paid automatically, if payment is not made by the due date and the conditions listed below are met, if applicable.

1. A proper invoice was received by the designated billing office.

2. A receiving report or other Government documentation authorizing payment was processed and there was no disagreement over quantity, quality, or Contractor compliance with a term or condition.

3. In the case of a final invoice for any balance of funds due the Contractor for supplies delivered or services performed, the amount was not subject to further

Attachment 4 - Invoice and Payment Provisions https://www.ipp.gov/ settlement actions between the Government and the Contractor.

B. Determination of interest and penalties due will be made in accordance with the provisions of the Prompt Payment Act, as amended, the Contract Disputes Act, and regulations issued by the Office of Management and Budget.

IV. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR

52.232-40 (Mar 2023).

(a)

(1) In accordance with 31 U.S.C. 3903 https://www.govinfo.gov/link/uscode/31/3903 and 10

U.S.C. 3801 https://www.govinfo.gov/link/uscode/10/3801 , within 15 days after receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(2) The Contractor agrees to make such payments to its small business subcontractors without any further consideration from or fees charged to the subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial products or commercial services.

(End of clause).

V. HHSAR 352.232-71 Electronic Submission of Payment Requests (February 2, 2022).

(a) Definitions. As used in this clause—

Payment request means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), ‘‘Content of Invoices’’ and the applicable Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Department of Treasury Invoice Processing Platform (IPP) or successor system. Information regarding IPP, including IPP Customer Support contact information, is available at www.ipp.gov or any successor site.

(c) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing in accordance with HHS procedures.

Attachment 4 - Invoice and Payment Provisions https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 http://www.ipp.gov/

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer’s written authorization with each payment request.

(End of clause).

Attachment 4 - Invoice and Payment Provisions

Attachment 3 - FAR 52.212-5 (1)

(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 Covered Entities (Dec 2023) (Section 1634 of…