AG-3604-S-15-0005_Solicitation_Package.pdf

SOL NO: AG-3604-S-15-0005

UNIT: Madison, WI

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

Table of Contents

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

SCHEDULE OF ITEMS

SECTION C – DESCRIPTION/ SPECIFICATION/ WORK STATEMENT

A. Site/Location:

B. Point of Contact:

C. Specifications:

D. Contractor Invoices

E. Biobased/Sustainable Requirements (FAR 52.223-15 Energy Products)

SECTION D – PACKAGING AND MARKING

SECTION E – INSPECTION AND ACCEPTANCE

E.1 FAR 52.212-4 Contract Terms and Conditions – Commercial Items (May 2014)

E.2 FAR 52.246-2 Inspection of Supplies – Fixed Price (AUG 1996)

E.3 FAR 52.246-16 Responsibility for Supplies (APR 1984)

E.4 AGAR 452.246-70 Inspection and Acceptance (FEB 1988)

SECTION F – DELIVERIES OR PERFORMANCE

F. 1 Clauses Incorporated by Reference

F. 2 FAR 52.211-8 Time of Delivery (JUN 1997)

F. 3 AGAR 452.211-74 Period of Performance (FEB 1988)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE

G.2 INVOICE REQUIREMENTS

G.3 GUIDANCE FOR SUBMITTING A PROPER INVOICE FOR PAYMENT

SECTION H – SPECIAL CONTRACT REQUIREMENTS

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)

CLAUSES INCORPORATED BY FULL TEXT

PART III--LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

SECTION J--LIST OF ATTACHMENTS

SECTION K--REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS OR

RESPONDENTS

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

Clause Incorporated by Reference

Clauses Incorporated by Full Text

Proposal Instructions

FAR 52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998)

PROVISIONS INCORPORATED BY FULL TEXT

SECTION M--EVALUATION FACTORS FOR AWARD

EVALUATION PROCESS

Provisions Incorporated By Full Text

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

SCHEDULE OF ITEMS

Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS) Bid Sheet

SCHEDULE OF ITEMS (QUOTED PRICE)

LINE

ITEM NO.

SCHEDULE OF

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

001 Submicron Particle Sizer (DLS)

1 EA

002 Zeta Potential Analyzer (PALS) 1 EA

003 Warranty 1 EA

004 Computer Hardware 1 EA

005 Installation & Training 1 EA

006 Shipping 1 EA

Contractor Name: ________________________________

Signature: ______________________________________ Date: ____________________

Description of Requirement Location: USDA Forest Service, Forest Products Laboratory, One Gifford Pinchot Drive, Madison, WI 53726

The contractor shall provide a Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS) with Autotitrator and Computer. The instrument shall provide the capability to perform the following:

surface charge; functional group; particle size measurements of lignosulfonate, cellulose nano crystals (CNCs) and other particles, polymeric, and protein (such as cellulose enzymes) materials; and utilization of lignocelluloses for biofuel and bioproduct development.

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

***Offerors Please Note*** A. The instrument will be delivered, installed and accepted and invoiced in one lump sum.

B. One contract will be awarded to the lowest responsive and responsible offeror based on price and non-price factors.

C. This requirement is a total small business set aside. The NAICS Code for this acquisition is 334516

(Analytical Laboratory Instrument Manufacturing), with a small business size standard of 500 employees.

D. Contractors are required to be registered in the System for Award Management (SAM) per FAR 52.204-7, System for Award Management – See Attachment B.

Type of Contract The government contemplates award of a commercial item firm-fixed price contract resulting from this quote.

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

SECTION C – DESCRIPTION/ SPECIFICATION/ WORK STATEMENT

A. Site/Location:

USDA Forest Service Forest Products Laboratory One Gifford Pinchot Drive Madison, WI 53726-2398

B. Point of Contact:

Junyong (J.Y.) Zhu Project Leader 608-231-9520 jzhu@fs.fed.us

C. Specifications:

The following specifications describe the requirements for the Thermogravimetric Analysis Instrument.

Feature Specification

Feature Specification

● Temperature Range 0 - 85 °C with 0.1 °C sensitivity

● Solution Aqueous and polar solutions

● Particle size range 0.3 – 10 nm

● Zeta potential range -400 mV – 400 mV

● Concentration range 0.2 ppm – 40 mg/mL

● Viscosity range 2 – 25 cP

● Mobility range 10-11 – 10-7 m2/V*s

● Molecular weight 1000 – 15x106 Da

● Software The instrument should include software to control the temperature, time dependent measurements of particle static and dynamic light scattering and mobility. Analysis software for particle sizing, zeta potential, molecular weight, and auto-titration control.

mailto:jzhu@fs.fed.us

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

● Operating environment 10 – 35°C, 35-85% humidity

● Hardware included Should include all hardware, including controllers, cables and computer with monitor, necessary to run the instrument. All flow cells and hardware for auto-titration titration, molecular weight, and zeta potential measurements.

● Installation & Training Installation of the unit should be included in the bid price (to include training).

● Warranty At least a one year warranty should be included.

● Sampling Time-dependent measurements

● Consumables Cleaning kit, particle, sizing validation or calibration kit, cells and cell caps for solution, zeta potential reference materials.

D. Contractor Invoices Contractors are to submit proper invoices for payment. Invoices shall be entered electronically in the Invoice Processing Platform (IPP). Contracts shall register and enter invoices into IPP at the following website: https://www.ipp.fms.treas.gov/login/IPPLogon_Index.htm.

E. Biobased/Sustainable Requirements (FAR 52.223-15 Energy Products) In performing this contract, the contractor shall make maximum use of biobased products designated by USDA. The USDA Bio Preferred Catalog is available on-line. (See clause 52.223-2 Affirmative Procurement of Biobased Products for exceptions to using biobased products.)

The Contractor shall comply with Sections 524 and Sections 525 of the Energy Independence and Security Act of 2007; Section 104 of the Energy Policy Act of 2005; Executive Order 13514, “Federal Leadership in Environmental, Energy, and Economic Performance,” dated October 5, 2009; Executive Order 13423, “Strengthening Federal Environmental, Energy, and Transportation Management,” dated January 24, 2007; Executive Order 13221, “Energy-Efficient Standby Power Devices,” dated August 2, 2001; and the Federal Acquisition Regulation (FAR) to provide ENERGY STAR®, FEMP designated, low standby power, and Electronic Product Environmental Assessment Tool (EPEAT) registered products.

The Contractor shall ensure that products meet and/or exceed ENERGY STAR, FEMP designated, low standby power, and EPEAT guidelines. The Contractor shall provide products that earn the ENERGY STAR label and meet the ENERGY STAR specifications for energy efficiency. (See clause 52.223-15 Energy Efficiency in Energy Consuming Products.)

https://www.ipp.fms.treas.gov/login/IPPLogon_Index.htm

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

SECTION D – PACKAGING AND MARKING

{For this Solicitation, there are NO clauses in this Section}

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

SECTION E – INSPECTION AND ACCEPTANCE

E.1 FAR 52.212-4 Contract Terms and Conditions – Commercial Items (May 2014)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of 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.

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(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, contract 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.

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(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 contract line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(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.

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(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.

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

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

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

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

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

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

(End of Clause)

E.2 FAR 52.246-2 Inspection of Supplies – Fixed Price (AUG 1996)

(a) Definition. “Supplies,” as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies under this contract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Government during contract performance and for as long afterwards as the contract requires. The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government shall perform inspections and tests in a manner that will not unduly delay https://www.acquisition.gov/

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS) the work. The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or tests made at other than the Contractor’s or subcontractor’s premises;

provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

(e)

(1) When supplies are not ready at the time specified by the Contractor for inspection or test, the

Contracting Officer may charge to the Contractor the additional cost of inspection or test.

(2) The Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes reinspection or retest necessary.

(f) The Government has the right either to reject or to require correction of nonconforming supplies.

Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The Government may reject nonconforming supplies with or without disposition instructions.

(g) The Contractor shall remove supplies rejected or required to be corrected. However, the

Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor. The Contractor shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken.

(h) If the Contractor fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, the Government may either

(1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to the

Contractor or

(2) terminate the contract for default.

Unless the Contractor corrects or replaces the supplies within the delivery schedule, the Contracting

Officer may require their delivery and make an equitable price reduction. Failure to agree to a price reduction shall be a dispute.

(i)

(1) If this contract provides for the performance of Government quality assurance at source, and if requested by the Government, the Contractor shall furnish advance notification of the time --

(i) When Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract; and

(ii) When the supplies will be ready for Government inspection.

(2) The Government’s request shall specify the period and method of the advance notification and the Government representative to whom it shall be furnished. Requests shall not require more than 2

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS) workdays of advance notification if the Government representative is in residence in the Contractor’s plant, nor more than 7 workdays in other instances.

(j) The Government shall accept or reject supplies as promptly as practicable after delivery, unless otherwise provided in the contract. Government failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability on the Government, for nonconforming supplies.

(k) Inspections and tests by the Government do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(l) If acceptance is not conclusive for any of the reasons in paragraph (k) hereof, the Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor

(1) at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor’s plant at the Contracting Officer’s election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer; provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule, or

(2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the contract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement. When supplies are returned to the Contractor, the Contractor shall bear the transportation cost from the original point of delivery to the Contractor’s plant and return to the original point when that point is not the Contractor’s plant. If the Contractor fails to perform or act as required in (1) or (2) above and does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure, the Government shall have the right by contract or otherwise to replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby.

(End of Clause)

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

E.3 FAR 52.246-16 Responsibility for Supplies (APR 1984)

(a) Title to supplies furnished under this contract shall pass to the Government upon formal acceptance, regardless of when or where the Government takes physical possession, unless the contract specifically provides for earlier passage of title.

(b) Unless the contract specifically provides otherwise, risk of loss of or damage to supplies 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) Acceptance by the Government or delivery of the supplies to the Government at the destination specified in the contract, whichever is later, if transportation is f.o.b. destination.

(c) Paragraph (b) of this section shall not apply to supplies that so fail to conform to contract requirements as to give a right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Contractor until cure or acceptance. After cure or acceptance, paragraph (b) of this section shall apply.

(d) Under paragraph (b) of this section, the Contractor shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Government acting within the scope of their employment.

E.4 AGAR 452.246-70 Inspection and Acceptance (FEB 1988)

(a) The Contracting Officer or the Contracting Officer's duly authorized representative will inspect and accept the supplies and/or services to be provided under this contract.

(b) Inspection and acceptance will be performed randomly at USDA Forest Service, Forest Products Laboratory, Madison, WI.

(End of clause)

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

SECTION F – DELIVERIES OR PERFORMANCE

F. 1 Clauses Incorporated by Reference FAR 52.242-15 Stop-Work Order (AUG 1989) FAR 52.242-17 Government Delay of Work (APR 1984) FAR 52.247-34 F.o.b. Destination (NOV 1991)

F. 2 FAR 52.211-8 Time of Delivery (JUN 1997)

(a) The Government requires delivery to be made according to the following schedule:

REQUIRED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN DAYS AFTER DATE OF

CONTRACT

001 1 30

002 1 30

003 1 30

004 1 30

005 1 30

The Government will evaluate equally, as regards time of delivery, offers that propose delivery of each quantity within the applicable delivery period specified above. Offers that propose delivery that will not clearly fall within the applicable required delivery period specified above, will be considered nonresponsive and rejected. The Government reserves the right to award under either the required delivery schedule or the proposed delivery schedule, when an offeror offers an earlier delivery schedule than required above. If the offeror proposes no other delivery schedule, the required delivery schedule above will apply.

OFFEROR’S PROPOSED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN DAYS AFTER DATE OF

CONTRACT

001 1

002 1

003 1

004 1

005 1

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(b) Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed, or otherwise furnished to the successful offeror, results in a binding contract. The Government will mail or otherwise furnish to the offeror an award or notice of award not later than the day award is dated. Therefore, the offeror should compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through the ordinary mails. However, the Government will evaluate an offer that proposes delivery based on the Contractor’s date of receipt of the contract or notice of award by adding

(1) five calendar days for delivery of the award through the ordinary mails, or

(2) one working day if the solicitation states that the contract or notice of award will be transmitted electronically. (The term “working day” excludes weekends and U.S. Federal holidays.) If, as so computed, the offered delivery date is later than the required delivery date, the offer will be considered nonresponsive and rejected.

(End of Clause)

F. 3 AGAR 452.211-74 Period of Performance (FEB 1988) The period of performance is dependent on delivery, installation and acceptance of the instrument. The estimated dates could potentially be as follows:

Award of Contract: November 17, 2014 Instrument delivered, installed and accepted: December 17, 2014 (NLT than 30 days after award) Initial Warranty Ends – December 17, 2015 (minimum of one year after delivery and installation)

The period of performance of this contract, including the award of contract, instrument delivery, installation and acceptance, and end of initial warranty will be from approximately November17, 2014 to December 17, 2015.

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE

The Contracting Officer designates the Contracting Officer's Representative (COR). The COR is responsible for administering the performance of work under this contract. In no event, however, will any understanding, agreement, modification, change order, or other matter deviating from the terms of this contract be effective or binding upon the Government unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of the contract.

The Contracting Officer should be informed, as soon as possible, of any actions or inactions by the Contractor or the Government which will change the required delivery or completion times stated in the contract, and the contract will be modified accordingly. (This does not apply to individual task assignments which were issued by the COR, provided they do not affect the delivery schedule or performance period stated in the contract.)

On all matters that pertain to the contract terms, the Contractor must communicate with the Contracting Officer. Whenever, in the opinion of the Contractor, the COR requests effort outside the scope of the contract, the Contractor should so advise the COR. If the COR persists & there still exists a disagreement as to proper contractual coverage, the Contracting Officer should be notified immediately, preferably in writing if time permits. Proceeding with work without proper contractual coverage could result in nonpayment or necessitate submittal of a contract claim.

G.2 INVOICE REQUIREMENTS

Payment will be based on receipt of a proper electronic invoice and satisfactory contract performance. Payments for supplies are made in one large lump sum following COR inspection and acceptance of work.

G.3 GUIDANCE FOR SUBMITTING A PROPER INVOICE FOR PAYMENT

In accordance with Prompt Payment Act (Public Law 97-177), contractors are to submit proper invoices for payment. Invoices shall be entered electronically in the Invoice Processing Platform (IPP).

Contractors shall register and enter invoices into IPP at the following website:

https://www.ipp.fms.treas.gov/login/IPPLogon_Index.htm

Additional information regarding IPP may be found at the following website: https://www.ipp.gov/index.htm.

https://www.ipp.fms.treas.gov/login/IPPLogon_Index.htm https://www.ipp.gov/index.htm

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these addresses:

www.arnet.gov/far/ www.usda.gov/procurement/policy/agar.html

52.202-1 Definitions (NOV 2013) 52.203-5 Covenant Against Contingent Fees (MAY 2014) 52.203-6 Restrictions on Subcontractor Sales to the Government (SEP 2006) 52.203-7 Anti-Kickback Procedures (MAY 2014) 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of

Whistleblower Rights (APR 2014) 52.204-10 Reporting Executive compensation and First-Tier Subcontract Awards (JUL 2013) 52.204-13 System for Award Management Maintenance (JUL 2013) 52.209-6 Protecting the Government’ Interest When Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment (AUG 2013) 52.211-5 Material Requirements (AUG 2000) 52.212-4 Contract Terms and Conditions – Commercial Items (SEP 2013) 52.212-5 Contract Terms and Conditions Required to Implement Statues or Executive Orders – Commercial

Items (JAN 2014) 52.215-8 Order of Precedence - Uniform Contract Format (OCT 1997) 52.219-6 Notice of Total Small Business Set-Aside (NOV 2011) 52.219-28 Post Award Small Business Program Representation (JUL 2013) 52.222-1 Notice to the Government of Labor Disputes (FEB 1997) 52.222-3 Convict Labor (JUN 2003) 52.222-19 Child Labor-Cooperation with Authorities and Remedies (JAN 2014) 52.222-20 Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000 (MAY 2014) 52.222-21 Prohibition of Segregated Facilities (FEB 1999) 52.222-26 Equal Opportunity. (MAR 2007) 52.222-36 Affirmative Action for Workers with Disabilities (OCT 2010) 52.222-50 Combating Trafficking in Persons (FEB 2009) 52.223-5 Pollution Prevention and Right-to-Know Information (MAY 2011) 52.223-6 Drug-Free Workplace. (MAY 2001) 52.223-16 Acquisition of EPEAT® -Registered Personal Computer Products (Jun 2014) 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) 52.225-13 Restrictions on Certain Foreign Purchases (JUN 2008) 52.232-1 Payments (APR 1984) 52.232-8 Discounts for Prompt Payment (FEB 2002) 52.232-9 Limitation on Withholding of Payments (APR 1984) 52.232-11 Extras (APR 1984) 52.232-16 Progress Payments (APR2012) 52.232-18 Availability of Funds (APR 1984) 52.232-23 Assignment of Claims (MAY 2014) http://www.arnet.gov/far/ http://www.usda.gov/procurement/policy/agar.html

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

52.232-25 Prompt Payment (JUL 2013) 52.232-33 Payment by Electronic Funds Transfer-- System for Award Management (JUL 2013) 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (DEC 2013) 52.233-1 Disputes (MAY 2014) 52.233-3 Protest after Award (AUG 1996) 52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004) 52.243-1 Changes - Fixed-Price (AUG 1987) Alternate 1 52.244-6 Subcontracts for Commercial Items (OCT 2014) 52.246-23 Limitation of Liability (FEB 1997) 52.246-24 Limitation of Liability -- High-Value Items (FEB 1997) 52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form) (APR 1984) 52.249-8 Default (Fixed-Price Supply and Service) (APR 1984) 52.253-1 Computer Generated Forms (JAN 1991) AGAR 452.209-71 Assurance Regarding Felony Conviction or Tax Delinquent Status for Corporate

Applicants- Alternate I (FEB 2012) AGAR 452.236-76 Samples and Certificates (FEB 1988)

CLAUSES INCORPORATED BY FULL TEXT

FAR 52.204-1 Approval of Contract (DEC 1989)

This contract is subject to the written approval of the Contracting Officer and shall not be binding until so approved.

(End of Clause)

FAR 52.204-7 System for Award Management (JUL 2013)

(a) Definitions. As used in this provision—

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System+4 (DUNS+4) number” means the DUNS number means the number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional System for Award Management records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same concern.

“Registered in the System for Award Management (SAM) database” means that—

(1) The Offeror has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see Subpart 4.14), into the SAM database; and

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(2) The offeror has completed the Core, Assertions, and Representations and Certification, and Points of contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process.

(4) The Government has marked the record “Active”.

(b)

(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS+4” followed by the DUNS or DUNS+4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the SAM database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business name.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and Zip Code.

(iv) Company mailing address, city, state and Zip Code (if separate from physical).

http://fedgov.dnb.com/webform

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering.

Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) Offerors may obtain information on registration at https://www.acquisition.gov.

(End of Provision)

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items (OCT 2014)

(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) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

____ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 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.]

PROJ NAME: Submicron Particle Sizer (DLS) and Zeta Potential Analyzer (PALS)

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C.