CSS_75N95024Q01789.pdf

COMBINED SYNOPSIS / SOLICITATION-COMPETITIVE

Title: Cross-Species Transcriptional Characterization of Retinorecipient Neuronal Populations

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) Subpart 12.6 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a separate written solicitation will not be issued.

The solicitation number is 75N95024Q01789 and the solicitation is issued as request for quotation (RFQ).

This acquisition is for a commercial item or service and is conducted under the authority of the FAR Part 13 —Simplified Acquisition Procedures; and FAR Part 12—Acquisition of Commercial Items and is not expected to exceed the simplified acquisition threshold. A fixed-price type of purchase order is contemplated for this requirement.

The National Institute of Mental Health (NIMH) Section on Light and Circadian Rhythms (SLCR) is currently engaged in an extensive project to characterize multiple retinorecipient brain regions across different lighting conditions using single cell transcriptomics. The analysis of large-scale, multi-modal data generated from these experiments requires specialized bioinformatics expertise. Experience with bioinformatics and transcriptomics are required. Extensive experience with single cell transcriptomics is required. The purpose of this acquisition is to acquire a Contractor who would facilitate ongoing single cell transcriptomics projects in the SLCR, perform bioinformatics analyses and data preparation, attend virtual meetings with team members as required, and assist in the preparation of transcriptomics data for publication in peer-reviewed journals. See Attachment 1 – Statement of Work, for additional details.

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2024-02, dated 12-23-2023.

The North American Industry Classification System (NAICS) Code for this procurement is 541690 Other Scientific and Technical Consulting Services. The U.S. Small Business Administration establishes a size standard for 541690 of 19,000,000 or less in annual revenue. This requirement is not a total small business set-aside.

Line Items: NIDA anticipates the use of a Firm-Fixed-Price type contract as a result of this solicitation. NIDA also anticipates the use of Options in accordance with the Federal Acquisition Regulation 52.217- 9 Option to Extend the Term of the Contract (Mar 2000). It is anticipated that this contract will consist of a 12-month Base Period, with two (2) additional 12-month Option Periods. This period of performance will allow for the greatest flexibility given the program needs and funding availability. It is estimated that the Base Period will begin on April 1 , 2024 and run through , 2025. Below is a table that contains a list of line item number and description of the requirement for the anticipated award of the Base Period.

Line No.

Description

1 FY24. Base Period. Cross-Species Transcriptional Characterization of Retinorecipient Neuronal Populations. April 15, 2024 – April 14, 2025.

6. Project Requirements: Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government as needed to perform the Statement of Work (Attachment 1):

The Contractor shall:

a. Provide expertise in single cell RNA-seq experimental design and analysis;

b. Provide expertise in transcriptional analysis of multimodal and cross-species data;

c. Provide expertise in the use of bioinformatics analysis tools and algorithms;

d. Provide assistance in the preparation of transcriptomics analyses for publication;

e. Provide assistance in the organization of data and analysis pipelines in SLCR; and

f. Provide expertise and prior work experience in a biomedical setting, with diverse types of scientists.

Please see Attachment 1 – Statement of Work for the complete description and details of the requirement.

7. The anticipated period of performance for the order shall be:

Base Year: 04/15/2024 – 04/14/2025 Option Year One: 04/15/2025 – 04/14/2026 Option Year Two: 04/15/2026 – 04/14/2027

The ultimate period of performance if all options are exercised shall be April 1 , 2024 through , 2027.

8. The provision at FAR clause 52.212-1, Instructions to Offerors – Commercial Items, applies to this acquisition.

9. 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 award resulting from this solicitation will be made to the responsible Offeror whose quote is most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate quotations: Technical Criteria, Price, and Options.

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 are listed below in terms of their relative importance. Technical

Factors are significantly more important than price.

Evaluations will be based on the demonstrated capabilities of the prospective Offeror in relation to the needs of the project. The merits of each quote will be evaluated carefully.

Each quote must document the feasibility of successful implementation of the requirements of this solicitation. The Offeror must submit information sufficient to evaluate its quotes based on the detailed factors listed below.

a. Technical Evaluation Criteria

As part of the Technical Quote, the Offeror shall include the following:

1. Technical Capability and Functionality

The Contractor’s proposal shall address each area of the statement of work requirements in sufficient detail to demonstrate a clear understanding of the statement of work and compliance with requirements.

2. Key Personnel Qualifications

Offerors proposals shall be evaluated for level of conformance to the key personnel qualifications identified in this statement of work. Offeror proposals must contain a resume/CV.

3. Past Performance

The Offeror shall provide past performance information. Past performance information shall cover a minimum of 1 year in relevant services and deliveries of comparable systems. The Offeror shall provide at least one reference for any project identified under the experience factor that has a performance period within the past three years. For each reference, the offeror shall provide: (1) Organization/contracting partner's name; (2) Point of contact's (POC) name and contact information: Current phone numbers. Valid email addresses; (3) Description that precisely explains: General scope of the contract. Specific requirements of the contract.

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.

b. 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.

c. Evaluation of Options

It is anticipated that any contract(s) awarded from this solicitation will contain option provision(s) and period(s). In accordance with FAR Clause 52.217-5, Evaluation of Options, (July 1990), the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement, except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests. Evaluation of options will not obligate the Government to exercise the option(s). However, this evaluation will not be conducted on any offeror whose Quote is determined to be technically unacceptable.

d. Evaluation of Section 508 Compliance

The offeror's proposal must demonstrate compliance with the "Electronic and Information Technology Accessibility Provisions" set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the "Access Board") in 36 CFR part 1194 for all electronic and information technology (EIT) products and services developed, acquired, maintained, or used under this contract/order, including EIT deliverables such as electronic documents and reports.

If Offerors fail to include a completed HHS "Section 508 Product Assessment Template" (hereafter referred to as the "Template") which demonstrates that EIT products and services proposed support applicable Section 508 accessibility standards, or, if the completed "Template" included in your proposal is considered "noncompliant," and the Government includes your proposal in the competitive range (for competitive proposals), or if the Government holds discussions with the selected source (for sole source acquisitions), you will be afforded the opportunity to further discuss, clarify or modify the "Template" during discussions and in your Final Proposal Revision (FPR). If your "Template" is still considered "noncompliant" by the Government after discussions, your proposal may not be considered further for award.

10. 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.

11. The FAR clause at 52.212-4, Contract Terms and Conditions – Commercial Items, applies to this acquisition and is supplemented by Attachment 3 - 52.212-4 Addendum and Supplemental Clauses.

12. The FAR clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items, applies to this acquisition and is supplemented by Attachment 4 - 52.212-5 Addendum.

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 - Statement of Work Attachment 2 – Invoice Process Platform (IPP) Instructions Attachment 3 - 52.212-4 Contract Terms and Conditions – Commercial Items (October 2018) and 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items Attachment 4 – Contract Clauses and Provisions Attachment 5 - 508 Assessment: can be found at: https://www.hhs.gov/web/section-508/ index.html and at: https://www.section508.gov/create/documents

This is not a rated order under the Defense Priorities and Allocations System (DPAS). The resultant purchase order will provide that HHS reserves the right to exercise priorities and allocations authority with respect to this contract, to include rating this order in accordance with 45 CFR Part 101, Subpart A—Health Resources Priorities and Allocations System.

The response to the combined synopsis/solicitation is due no later than March 29th at 1:00 M. Eastern Standard Time (EST). Offers submitted after the deadline may not be considered. The response should be submitted in a searchable electronic format to the Contract Specialist, Shaun Rostad at Shaun.Rostad@nih.gov and Josh Lazarus at Josh.Lazarus@nih.gov Electronic submittals must include the combined synopsis/solicitation 75N95024Q01789 and the Title in the Subject Line.

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

16. Questions and requests for clarification should be submitted electronically to the Contract Specialist, Shaun Rostad at Shaun.Rostad@nih.gov and Josh Lazarus at Josh.Lazarus@nih.gov on or before 1:00 PM March 26th 2024. Any questions or request for clarification must include the combined synopsis/solicitation 75N95024Q01789 and the Title in the Subject Line.

FAR Part 11—Describing Agency Needs

STATEMENT OF WORK (SERVICES)

(SOW)

GENERAL INFORMATION

Title of Project:

Cross-Species Transcriptional Characterization of Retinorecipient Neuronal Populations

Statement of Need, Purpose, and/or Objective:

The Section on Light and Circadian Rhythms (SLCR) is currently engaged in an extensive project to characterize multiple retinorecipient brain regions across different lighting conditions using single cell transcriptomics. The analysis of large-scale, multi-modal data generated from these experiments requires specialized bioinformatics expertise. Contractor shall have extensive experience with single cell transcriptomics in particular. Contractor will consult on ongoing single cell transcriptomics projects in the SLCR, perform bioinformatics analyses and data preparation, attend virtual meetings with team members as required, and assist in the preparation of transcriptomics data for publication in peer-reviewed journals.

Background Information:

The external light environment has a significant impact on innate mammalian behaviors such as circadian rhythms, thermoregulation, sleep, affect, memory, and learning. The retina is the primary environmental light sensor in mammals, and it conveys light information to the brain through retinal ganglion cells (RGCs). Intrinsically photosensitive retinal ganglion cells (ipRGCs) are a specialized subset of photoreceptive neurons that modulate non-image-forming visual behaviors in the mammalian brain by projecting to more than 20 brain nuclei outside of the classical image formation system.

While the projections of ipRGCs have been studied in detail, a comprehensive understanding of the cellular and molecular architecture of ipRGC-recipient brain regions is currently lacking.

Additionally, light responsiveness in ipRGC targets can vary based on time-of-day and cell type-specificity. To better comprehend critical light-driven behaviors, it is crucial to understand the neuronal architecture of ipRGC-recipient regions and which neuronal populations in the brain respond to changes in illumination.

In order to elucidate cell type diversity and light-response properties of ipRGC-recipient brain regions, SLCR is currently engaged in a large-scale effort to analyze gene expression in hundreds of thousands of cells from these regions using single cell RNA-sequencing. Such large data requires specialized bioinformatics expertise and the development of novel algorithms and analytical pipelines.

Attachment

Period of Performance:

The period of performance is one 12-month base year from the date of award and two 12-month option years.

Proposed Base Year: /1 /2024 – 0 /1 /2025 Proposed Option Year One: /2025 – 0 /2026 Proposed Option Year Two: 0 /1 /2026 – 0 /1 /2027

SCOPE OF WORK

General Requirements:

Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government as needed to perform the Statement of Work below:

A. Specific Requirements:

The Contractor shall:

a. Provide expertise in single cell RNA-seq experimental design and analysis;

b. Provide expertise in transcriptional analysis of multimodal and cross-species data;

c. Provide expertise in the use of bioinformatics analysis tools and algorithms;

d. Provide assistance in the preparation of transcriptomics analyses for publication;

e. Provide assistance in the organization of data and analysis pipelines in SLCR; and

f. Provide expertise and prior work experience in a biomedical setting, with diverse types of scientists.

LEVEL OF EFFORT:

During the period of performance of one year from the date of award, the contractor shall provide approximately 10 hours per week, not to exceed 500 labor hours for the base year or either of the two option years.

GOVERNMENT RESPONSIBILITIES

There will be no Government Furnished Equipment as part of this Purchase Order.

DELIVERY OR DELIVERABLES

See Reporting Requirements below.

REPORTING REQUIREMENTS

Written Documentation: The Contractor’s activities will be documented through a written final report. The contractor is required to provide a written report at the end of the contracting period.

The report shall cover all work completed during the contract period. This report shall also identify any problems that arose and a statement explaining how the problem was resolved. This report shall also identify any problems that have arisen but have not been completely resolved and provide an explanation. Authorships on resulting papers will be agreed upon in advance.

Virtual Meetings: Communication will occur through regular email contact, and monthly virtual conference calls with the PI and other group calls as needed. Monthly calls will be organized by SLCR. These calls will be held to facilitate communication of progress and analytic plans.

OTHER CONSIDERATIONS

Travel:

N/A

Information System Security Plan:

1. An Information system security plan is applicable to this requirement because contractor personnel are expected to have routine access to sensitive HHS data or information, whether in an HHS-controlled information system or in hard copy.

2. The information system security plan pre-solicitation will be completed by the cognizant program official and signed by the NIMH Information Systems Security Officer and attached to the statement.

3. The Contractor shall complete and submit a signed and witnessed "Commitment to Protect Non-Public Information – Contractor—Employee Non-Disclosure Agreement" form for each contractor and subcontractor employee who may have access to non-public Department information under this contract.

4. The Contractor will maintain compliance with NIH requirements for training and certification in the ethical conduct of research and the protection of participant information, as well the security of NIH computers and communications.

Data Rights:

The National Institute of Mental Health shall have unlimited rights to and ownership of all data including reports. In addition, it includes any additional deliverables required by contract change.

The definition of “unlimited rights” is contained in Federal Acquisition Regulation (FAR) 27.401, “Definitions.” FAR clause 52.227-14, “Rights in Data-General,” is hereby incorporated by reference and made a part of this contract/order.

Section 508—Electronic and Information Technology Standards:

The contractor shall comply with Section 508 of the Rehabilitation Act (29 U.S.C. § 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220), August 7, 1998.

Publications and Publicity:

Ownership of results will be retained by the federal government. The contractor may not reproduce the results, nor distribute to any other entity. Contractor will be entitled to first authorship on papers on which he plays the lead writing role, and co-authorship on publications in which he plays a secondary role.

Confidentiality of Information:

Participant data generated is considered confidential and will be freely exchanged with the contractor for the duration of the contract. The contractor is not to release, disclose, or disseminate data to any third party prior to publication of results.

Revised:

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

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 taken into account in the computation of any interest penalty owed the Contractor.

1. 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 contractor 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. Data Universal Numbering System (DUNS) or DUNS + 4 as registered in the Central Contractor Registration (CCR).

8. Federal Taxpayer Identification Number (TIN). In those exceptional cases where a contractor does not have a DUNS number or TIN, a Vendor Identification Number (VIN) must be referenced on the award document.

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

10. Description of supplies/services 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 the line items specified in the award.*

* 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.

For inquiries regarding the status of invoices such as receipt of invoices, due date, request for payment of invoices, etc., contact NIH/OFM Customer Service via email at ofm_customer_service@incontactemail.com or via phone at 301-496-6088. To send your inquiries via other available communication methods see the NIH/OFM Customer Service website at https://ofm.od.nih.gov/Pages/Customer-Service.aspx.

The NIH/OFM Customer Service is open Eastern Standard Time Monday Friday from 8:30 a.m. to 5:00

m. and is closed between 12:00 p.m. to 1:00 p.m.

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.

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 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.

Upon 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.

The acceleration of payments under this clause does not provide any new rights under the prompt Payment Act.

Include the substance of this clause, include this paragraph c, in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

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.

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.

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.

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

Addendum to FAR 52.212-4 Terms and Conditions – Commercial Items

(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, Unauthorized Obligations, and Commercial Supplier Agreements – Unenforceable Clauses paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any commercial supplier agreements as amended by the Commercial Supplier Agreements – Unenforceable Clauses provision.

(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.

(w) Commercial supplier agreements–unenforceable clauses.

(1) Definition. For the purpose of this contract, “Commercial supplier agreements” (referred to at FAR 12.216 as “Supplier License Agreements”) means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of “commercial item” set forth in FAR 2.101 and intended to create a binding legal obligation on the end user. Commercial supplier agreements are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies–

(a) Regardless of the format or style of the document. For example, a commercial supplier agreement may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of a proposal or quotation responding to a solicitation for a contract or order;

(b) Regardless of the media or delivery mechanism used. For example, a commercial supplier agreement may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

Attachment 3 - 52.212-4 & 52.212-5 Addendum

(2) When any supply or service acquired under this contract is subject to a commercial supplier agreement, and notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement.

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR Part 12).

(ii) End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph 52.212-4(d) (Disputes).

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Updating terms.

(A) After award, the contractor may unilaterally revise commercial supplier agreement terms if they are not material. A material change is defined as:

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S.

Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user’s compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the ordering activity, will be resolved in accordance with subparagraph (d) (Disputes); no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process.

(C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under subparagraph (b) of this clause.

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

(3) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (1), the language, provisions, or clause of paragraph (1) shall prevail to the extent of such inconsistency.

(End of clause) of 11

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

(1)

(2)

(3)

(5)

(6)

(7)

(8)

(9)

52.203-6

52.203-13

52.203-15

52.204-10

52.204-14

52.204-15

Restrictions on Subcontractor Sales to the Government (June 2020), with Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

Contractor Code of Business Ethics and Conduct (Nov 2021) (41 U.S.C. 3509)).

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

Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L.

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

[Reserved].

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

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

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

Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L.

117-328).

(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 products and commercial services:

(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 Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) (31 U.S.C. 3903 and 10 U.S.C.

3801).

(6) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(10) 52.204-28 Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (Dec 2023) (Pub. L. 115– 390, title II).

52.204-27

Contractor Employee Whistleblower Rights (Nov 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

52.203-17(4)✔

(i) Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023) (Pub. L. 115– 390, title II).

52.204-30(11)

(ii) Alternate I (Dec 2023) of 52.204–30.

(22)

(23)

(24)

(25)

(26)

(16)

(17)

(18)

(19)

(20)

(21)

(27)

(28)

(29)

(30)

52.219-4

52.219-6

52.219-7

52.219-8

52.219-9

52.219-13

52.219-14

52.219-16

52.219-27

52.219-28

52.219-29

52.219-30

52.219-32

52.219-33

(i) Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[Reserved].

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

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

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

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

Utilization of Small Business Concerns (Sep 2023) (15 U.S.C. 637(d)(2) and (3)).

(i) Small Business Subcontracting Plan (Sep 2023) (15 U.S.C. 637(d)(4)).

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

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

(iv) Alternate III (Jun 2020) of 52.219-9.

(v) Alternate IV (Sep 2023) of 52.219-9.

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

Limitations on Subcontracting (Oct 2022) (15 U.S.C. 637(a)(14)).

Liquidated Damages—Subcontracting Plan (Sep 2021) (15 U.S.C. 637(d)(4)(F)(i)).

Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2022) (15 U.S.C. 657 f).

Post Award Small Business Program Rerepresentation (Sep 2023) (15 U.S.C. 632(a)(2)). May require contractor completion.

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

Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Oct 2022) (15 U.S.C. 637(m)).

Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Oct 2022) (15 U.S.C. 637(m)).

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

Nonmanufacturer Rule (Sep 2021)(15 U.S.C. 637(a)(17)).

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

Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) (15 U.S.C.657a).52.219-3(15)

[Reserved].(14)

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

2313).

52 (13)

Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment.

52.209-6(12)

52.209-9

(37)

(38)

(39)

(40)

(41)

(31)

(32)

(33)

(34)

(35)

(36)

(42)

(43)

(44)

(45)

(46)

(47)

(48)

(49)

52.222-3

52.222-21

52.222-26

52.222-35

52.222-36

52.222-37

52.222-40

52.222-50

52.222-54

52.223-9

52.223-11

52.223-12

52.223-13

52.223-14

52.223-15

52.223-16

52.223-18

52.223-20

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

Child Labor-Cooperation with Authorities and Remedies (Nov 2023).

Prohibition of Segregated Facilities (Apr 2015).

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

(ii) Alternate I (Feb 1999) of 52.222-26. If this is checked, some terms have been waived.

(i) Equal Opportunity for Veterans (Jun 2020)(38 U.S.C. 4212).

(ii) Alternate I (July 2014) of 52.222-35. If this box is checked, some terms have been waived.

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

(ii) Alternate I (July 2014) of 52.222-36. If this box is checked, some terms have been waived.

Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

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

(i) Combating Trafficking in Persons (Nov 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

Employment Eligibility Verification (May 2022). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

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

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

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

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

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

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

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

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

Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

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

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

Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

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

52.222-19

(50)

(51)

(52)

(53)

(54)

(55)

(56)

(57)

(58)

(60)

(61)

(62)

(63)

(64)

(65)

(66)

(67)

52.223-21

52.224-3

52.225-1

52.225-3

52.225-5

52.225-13

52.225-26

52.226-4

52.226-5

52.232-29

52.232-30

52.232-33

52.232-34

52.232-36

52.239-1

52.242-5

52.247-64

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

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

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

(i) 52.225-1, Buy American-Supplies (Oct 2022) ( 41 U.S.C. chapter 83).

(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (NOV 2023) (19 U.S.C.

3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

(ii) Alternate I [Reserved]

(iii) Alternate II (Dec 2022) of 52.225-3.

(iv) Alternate III (Nov 2023) of 52.225-3.

Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

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

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

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

Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

Installment Payments for Commercial Products and Commercial Services (Nov 2021) ( 41 U.S.C.

4505, 10 U.S.C. 3805).

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

3332).

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

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

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

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

(i) Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

Tax on Certain Foreign Procurements—Notice and Representation (Feb 2021)(59) 52.229-12

(ii) Alternate I (Oct 2022) of 52.225-1.

(v) Alternate IV (Oct 2022) of 52.225-3.

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

[Contracting Officer check as appropriate.]

✔ 52.222-41 Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). (1)

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

(2)

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

(3)

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

(4)

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

chapter 67).

(5)

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

(6)

✔ 52.222-55 Minimum Wages Under Executive Order 13658 (Jan 2022). (7)

✔ 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706). (8)

52.226-6 Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792). (9)

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

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

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

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form.