D_RFQ.pdf

Solicitation No. 75N95023Q00481

Title: Basic fluorescence microendoscope and snap-in cannulas, patchcords and fiber light sources to use with existing Doric Fluorescence Microscopy System.

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

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

iii. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2023-04 / 06-02-2023.

iv. The North American Industry Classification System (NAICS) code for this procurement is 334516 – Analytical Laboratory Instrument Manufacturing. This requirement shall be solicited using full and open competitive procedures.

v. Description:

The Government requires the following brand name or equal fluorescence microendoscope, snap-in cannulas, patchcords, fiber light sources and other items described in the Attachment 1 – Purchase Descriptions.

vi. Delivery shall be made within 90 days after award date. Delivery shall be made to the following:

NIH, NIDA Intramural Research Program 251 Bayview Boulevard Baltimore, MD, 21224

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

viii. The provision at FAR Clause 52.212-2, Evaluation-Commercial Items (OCT 2014) applies to this acquisition. The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered.

Selection of an offeror for contract award will be based on an evaluation of proposals against three factors. The factors are: Technical, Past Performance, and Price.

Although technical factors are of paramount consideration in the award of the contract, price and past performance are also important to the overall contract award decision.

All evaluation factors other than price, when combined, are significantly more important than price. The Government intends to make an award to that offeror whose proposal provides the best overall value to the Government.

The evaluation will be based on the demonstrated capabilities of the prospective Contractors in relation to the needs of the project as set forth in the SOLICITATION.

The merits of each proposal will be evaluated carefully. Each proposal must document the feasibility of successful implementation of the requirements of the SOLICITATION.

Offerors must submit information sufficient to evaluate their proposals based on the detailed factors listed below.

The evaluation factors are used when reviewing the proposals.

1. Technical Capability and Functionality

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

2. Past Performance

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

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

PRICE EVALUATION

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

Offerors may respond with a proposal indicating their ability to provide the technical specifications stated in this solicitation. Responses will be evaluated based on the contractor’s ability to meet the Government’s requirements.

ix. The provision at FAR Clause 52.212-3, Offeror Representations and Certifications Commercial Items, applies to this acquisition.

x. The provision at FAR Clause 52.212-4, Contract Terms and Conditions—Commercial Items, applies to this acquisition. See Attachment 2.

xi. The provision of FAR Clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders Commercial Items, applies to this acquisition. See Attachment 2.

xii. There are no additional contract requirement(s) or terms and conditions applicable to this acquisition.

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

xiv. Responses to this solicitation must include sufficient information to establish the interested parties’ bona-fide capabilities of providing the product or service. Responses to this solicitation must include clear and convincing evidence of the Offeror’s capability of fulfilling the requirement as it relates to the government requirements stated in this solicitation.

Basic cost and price information in the Offeror’s proposal must contain sufficient information to allow the Government to perform a basic analysis of the reasonableness of the Offeror to supply the required goods/services. Any other information or factors that may be considered in the award decision may include such factors as: past performance; trade-in considerations; warranty considerations; maintenance and service coverage availability;

serial, product or catalog number(s); product description; delivery terms, and prompt payment discount terms.

The Contractor shall submit its quote electronically to polina.klimenkova@nih.gov

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

All responses must be received no later than August 9th, 2023, 8:00 pm EST. Late responses will not be accepted. All responses must reference solicitation number 75N95023Q00481. For information regarding this solicitation, please contact Polina Klimenkova by email at polina.klimenkova@nih.gov.

mailto:polina.klimenkova@nih.gov http://www.sam.gov/ mailto:polina.klimenkova@nih.gov

PURCHASE DESCRIPTION 1

1. Statement of Need and Purpose: The purpose of this acquisition is to procure a Basic fluorescence microendoscope for the ongoing work investigating neuronal circuits that contribute to opioid use disorder and natural/motivated behaviors such as feeding and fight-or-flight.

2. Background Information and Objective: The Neuronal Circuits and Behavior Unit (NCBU) of the Cellular Neurobiology Research Branch (CNRB), National Institute on Drug Abuse (NIDA), National Institutes of Health (NIH), uses a combination of state-of-the-art optogenetic, electrophysiology, two-photon fluorescence endomicroscopy, immunohistochemistry, and behavioral assays to elucidate the neuronal basis of survival behaviors, such as feeding, and determine how these behaviors are disrupted in eating disorders and drug addiction.

3. Generic Name of Product: Basic fluorescence microendoscope.

4. Purchase Description:

• Fluorescence Microscope Driver – Gen 3 with integrated LISER and 470nm LED light Source (FMD3_LISER_LED470) Qty: 1

• LISER Bandpass Filter: 612 nm / 69 nm, 25.0 mm Dia. (LBPF_612/069) Qty: 1

• Fluorescence Microscope Holder (FMH_400) Qty: 1

• Mono Fiberoptic Patchcord (MFP_400/430/LWMJ-0.48_1m_FC-FC) Qty: 1

• Clamp for Fluorescence Microscope Holder (CLAMP_FMH) Qty: 1

• Assisted 1x1 Pigtailed Fiber-optic & Electric Rotary Joints - 24 contacts, HDMI +

4 auxiliary contact connectors, 400 um NA0.57 fibre, 1m input, optimized for fiber photometry & microscopy (AHRJ-OE_1x1_PT_400-0.57_FC_24_HDMI+4) Qty: 1

• Mono Fiberoptic Patchcords (MFP_400/430/LWMJ-0.48_1m_FC-CM3 Qty: 1 and MFP_480/500/1000-0.63_1m_FC-CM3) Qty: 3

• Dummy Twist-on Microscope Body, type L (eDTMB-L) Qty: 4

• efocus Optogenetically Synchronized Fluorescence Microscope Body Gen 3 -

GCaMP/NpHR (eTOSFM3_445/616) Qty: 1

• Electrical cable for efocus Fluorescence Microscope Body Gen 3 (UFGJ_1000)

Qty: 2

• Twist-on Imaging Cannula, Model L-V, 0.5mm, Depth range: 2.7mm – 5.7mm

(eTICL_V_500) Qty: 40

• Protrusion Adjustment Ring Set (PARS_L) Qty: 1

• USB3.0 Behavior Tracking Camera system Color (BTC_USB3.0_CO) Qty: 1

Attachment 1

• High performance workstation set up for Doric's systems Processor : Intel Core i9 13th gen. 24-core RAM: 64GB DDR5 5600 Graphic Card: GeForce RTX 3060 12GB DDR6 Storage: SSD 4TB NVMe + Hard Drive 4TB SATA 6Gb/s Windows 11 Pro Display, Qty: 1

5. Salient characteristics

• System uses eFocus electrowetting lenses that permit Z-space adjustments of up to 300 microns.

• Adjustments can be made while the mouse is awake and performing a behavioral task.

• Equipped with a large (650 x 650 micron) field of view, which is important for maximizing the number of neurons in an analysis.

• eFocus cannula includes a “twist-on” design that ensures that the miniscope can be quickly and securely attached and detached from the mouse with minimal restraint.

• The software used for image acquisition.

6. Delivery Date: 90 days after awarded purchase order.

7. Period of Performance: 1 year warranty (electronic, LED ad laser based devices and opto-mecahnic apparatus)

8. Option(s): additional supplies listed in the Purchase Description 2.

PURCHASE DESCRIPTION 2

1. Statement of Need and Purpose: The purpose of this acquisition is to procure snap-in cannulas, patchcords and fiber light sources to use with existing Doric Basic Fluorescence Microscopy System for imaging cannuals/GRIN lenses that are required for in vivo imaging experiments.

2. Background Information and Objective: The Neuronal Circuits and Behavior Section (NCB) of the Cellular Neurobiology Research Branch (CNRB), National Institute on Drug Abuse (NIDA), National Institutes of Health (NIH), uses a combination of state-of-the-art optogenetic, electrophysiology, two-photon fluorescence endomicroscopy, immunohistochemistry, and behavioral assays to elucidate the neuronal basis of survival behaviors, such as feeding, and determine how these behaviors are disrupted in eating disorders and drug addiction.

Attached-captioned items are for Dr. Aponte’ s lab, which is applying molecular biology, behavioral assays, brain slice electrophysiology and in vivo endomicroscopy methods to molecularly-defined neuron populations. The current protocol requires the attached components, necessary to perform optogenetic experiments.

3. Purchase Description: Snap-in imaging cannuala and dual LD light source.

4. Quantity:

Dual LD Fiber Light Source/ 450nm - 75 mW / 638nm - 80 mW Qty: 2

Snap-in Imaging Cannula, Model L-V Qty: 40 Mono Fiberoptic Patchcord QTY: 30 Twist-on Imaging Cannula, Model L-V, 0.5mm QTY: 50 Splitter Branching Patchcord Type B Central jacket QTY: 30

5. Salient characteristics:

The optical fiber length is adjusted to fit the desired electrical cable length. The ultralight fiberglass jacket is lighter and more flexible. Additional safety for personnel by eliminating the need to collimate the light prior to collection into a patch cord. Laser unit is compact.

6. Delivery Date: 30 day after awarded purchase order.

7. Period of Performance: 1 year warranty for Dual LD Fiber Light Source.

8. Option(s): additional supplies:

Description Qty

SICL_V-500_80, Snap-in imaging cannula Model L-V Depth Range: 2.87mm-5.96mm 40 eTICL_V_500, Twist-on imaging cannula Model L-V 0.5mm Depth range: 2.7mm-5.7mm 50 eTICL_E_500, Twist-on imaging cannula Model L-E 0.5mm Depth range: 5.1mm-8.1mm 30 eTICL_D_500, Twist-on imaging cannula Model L-D 0.5mm Depth range: 0mm-3.5mm 30

DSMB-L, Dummy Snap-in Microscope Body-L 4 eDTMB-L, Dummy Twist-on Microscope Body, type L 1

EC3_UFGJ_1000, electrical cable for efocus fluorescence microscope body gen 3 2

MFP_400/430/LWML-0.48_1m_FC-FC, mono fiberoptic patchcord for efocus systems 4

MFP_200/230/LWMJ-0.48_1m_FC-FC, mono fiberoptic patchcord for snap-in systems 4

SBP(2)_200/230/3000/900-0.48_1m_FCM-2xZF1.25, splitter branching patchcord type B central jacket

MFP_200/230/900-0.48_1m_FC-ZF1.25, mono fiberoptic patchcord 20

LDFLS_450/075_638/080, Dual LD Fiber light source, 450nm-75mW/638-80mW, LDFLS-2CH 3

LDFLS_450/075_520/060, Dual LD Fiber light source, 450-75mW/520-60mW, LDFLS-2CH 3

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services.

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

Contract Terms and Conditions—Commercial Products and Commercial Services (Dec 2022)

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

The Government must exercise its post-acceptance rights-

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

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

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

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

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

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

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

The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

Attachment 2 https://www.acquisition.gov/far/12.301#FAR_12_301 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.-

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

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

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

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

https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.212-5#FAR_52_212_5

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 https://www.acquisition.gov/far/32.608-2#FAR_32_608_2 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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52.212-5 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (Jan 2022)

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FAC 52.212-5 as of FAC 2022-02 (1/14/2022) Edited 1/18/2022

Updated on April 21, 2022

Invoice and Payment Provisions

(Vendor has Transitioned to

IPP)

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

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

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

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

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

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

4. Invoice date.

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

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

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

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

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

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

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

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

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

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

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

B. The Contractor shall submit invoices to the Department of Treasury’s Invoice Processing

Platform (IPP) at https://www.ipp.gov with a copy to the approving official, as directed below.

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

Approving Official: Contracting Officer

Name- Email Address-

Contracting Officer’s Representative

Name- Email Address-

II. Invoice Payment

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

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

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

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

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

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

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

3. In the case of a final invoice for any balance of funds due the contractor for supplies delivered or services performed, the amount was not subject to further settlement https://www.ipp.gov/ actions between the Government and the Contractor.

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

IV. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR

52.232-40 (November 2021)

(a) 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.

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

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

(End of Clause)

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

(a) Definitions. As used in this clause—

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

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

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

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

(End of Clause) http://www.ipp.gov/

D_Att 2_Invoicing Instructions With IPP 4-21-22

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (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) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

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