SOW_FINAL_DRAFT_6-30-14.pdf

STATEMENT OF WORK

The contractor shall provide:

Two (2) BD FACS™ Lyse/Wash Assistants to the Flow Cytometry Lab, Laboratory of Pathology, NCI, NIH in return for purchase of agreed upon eligible reagents (reagent rental) within each task order. Contractor shall pay for shipment of all equipment to the Flow Cytometry Unit, Laboratory of Pathology, NCI, NIH. Contractor shall pay the cost of installation of the BD FACS™ Lyse/Wash Assistants free of charge.

Material Group peripheral fluid reagents, including 03 IS FACSFlow

Fluids™, 17 IS Process Controls™, and 60 IS Sample Preparation™ products in volumes to adequately maintain 1-month inventory supply as determined by the NCI Contracting Officer's Representative (COR)

(names to be provided upon award).

Material Group bead products, including 70 IS ProCount™, 61 IS

Trucount Tubes™, 16 IS FACSCount™, and 62 IS Instrument Set Up™ products in volumes to adequately maintain 1-month inventory supply as determined by the NCI COR.

Material Group bead products, including 68 IS Quantibrite™ products in volumes to adequately maintain 1-month inventory supply as determined by the NCI COR.

Material Group antibody reagents, including 13 IS Tritest™, 14 IS

MultiTest™, 21 IS Oncomark Reagents™, 64 IS Simultest™, 65 IS HLA

B-27™, 66 IS Leucocount™, 67 IS ISHAGE™, 69 IS Fastimmune™, 72

IS DNA/Cycletest™, 73 IS ReticCount™, 91 BD PMG Immunoassay

Reagents and 92 BD PMG ImmStain & Molecular Biology Reagents in

Material Group antibody reagents, including 63 IS Low Volume Single

Color Reagents™, 71 IS High Volume Single Color Reagents™, 89 BD

PMG Core Reagents and 90 BD PMG Specialty Flow Reagents in

Access to the latest reagents, consumables, optimized protocols, instrument improvement and/or new or updated instrument software.

The contractor shall:

Be responsible for shipping all eligible BDBioscience reagents, kits, and supplies with expiration dates greater than 6 months beyond each shipping date.

Provide any new reagents, kits, or supplies until the delivery/task order has been signed and issued by the NCI Contracting Office (names to be provided upon award) and/or the administrative officer. All requests for additional BD Bioscience reagents, kits, and supplies shall be initiated by the NCI COR (names to be provided upon award).

The contractor warrants all reagents delivered shall perform to industry specifications and any defective reagents shall be replaced at no cost to the

Government. The contractor shall provide access to scientists and engineers for consultation on procedures and instrumentation. Contractor shall repair or replace free of charge any non-consumable part which fails during the term of this contract, with the exception of equipment damaged by accident, abuse, misuse or misapplication.

Perform Preventive Maintenance: Contractor shall perform two preventive maintenance inspections yearly for each of two (2) BD

FACS™ Lyse/Wash Assistants free of charge, including all travel, labor, material, parts and equipment. Service shall be performed by technically qualified factory trained personnel. Service shall consist of a thorough cleaning, calibration, adjusting, inspection, lubrication and testing of all equipment and replacement of appropriate non-consumable parts in accordance with the manufacturer’s latest established service procedures.

All equipment shall be operationally testing at the end of the preventive maintenance to assure optimum and efficient performance.

Provide Support and / or Service: Contractor shall provide unlimited service visits and unlimited telephone support for the term of the contract at no additional charge to the government. Emergency service shall be provided Monday through Friday (excluding Federal holidays) within 24-hours of notifying the Contractor when any part of the equipment is not functioning properly. All emergency on-site service shall be provided by a factory – trained service representative. All necessary repairs and adjustments will be performed to restore the equipment to normal and efficient operating condition. Emergency service calls shall not replace the necessity for scheduled PM’s.

Shipping and handling:

All reagents shall be shipped overnight on dry ice, wet ice or other conditions according to the standard commercial shipping practices for each product.

PERIOD OF PERFORMANCE

The period of performance of the award will be from August 29, 2014 through

August 28, 2017.

PRICING

The Government may place firm fixed price delivery/task orders against this IDIQ contract in an amount not more than the minimum or maximum for the base year and each option period as follows:

For Base Year and Option Period:

Minimum = $20,000.00

Maximum = $649,950

The contractor shall be reimbursed by the Government in an amount not less than a total of the minimum commitment nor more than a total of the maximum commitment as stated on the SF1449 Form, for each Delivery Order/Task Order against the IDIQ contract.

All sales of the Contractor’s products and services to the Government shall be made at such prices and on such terms as the Contract establishes at the time the order is placed.

When purchasing such eligible products and services, pricing shall be according to the current commercial price list or the current commercial price list minus 45% discount as indicated (see page 3 of 7, Reagent Rental Contract Proposal RRC-400007657) for BD

Bioscience reagents, kits, and supplies from which the delivery/task order is being placed.

Contractor shall provide the NCI Office of Acquisition, Contracting Officer (CO), a copy of the current commercial catalog at the beginning of each calendar year..

ORDERING AND ORDER LIMITATIONS

FAR Clause 52.216-18 Ordering (Oct 1995)

A Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from twelve (12) months from date of award.

B All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

C If mailed, a delivery order or task order is considered “issued” when the

Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

As noted in FAR 52.216-18 Ordering (a), delivery orders or task orders will be processed by the following NCI designated procurement officials, no other individuals are authorized.

Information shall be provided upon award.

FAR Clause 52.216-19 Order Limitations (Oct 1995)

A Minimum order: When the Government requires supplies or services covered by this contract in an amount of less than, see paragraph III, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

B Maximum order: The Contractor is not obligated to honor-

(1) Any order for a single item in excess of, see paragraph III;

(2) Any order for a combination of items in excess of see paragraph

III; or

(3) A series of orders from the same ordering office within, 1 year, see paragraph III, that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

C If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)); the

Government is not required to order a part of any one requirement from the

Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

D Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source. (End of clause)

Note: The contractor shall NOT provide any reagent, kit, or supply over the maximum commitment stated for the base year or each option.

DELIVERY

Time of Delivery: Unless a delivery/task order specifies a different delivery time, the

Contractor shall deliver reagents within five (5) days or after receipt of each delivery/task order.

Deliveries and Acceptance

1. Satisfactory performance of this contract shall be deemed to occur upon the

Contractor’s delivery and acceptance by the Contracting Officer, or the duly authorized representative. The Contracting Officer or the duly authorized representative will perform inspection and acceptance of materials and services to be provided. Inspection and acceptance shall be performed at the address of the duly authorized representative. Acceptance may be presumed unless otherwise indicated in writing by the Contracting Officer or duly authorized representative within 30 days of delivery.

2. The Contractor shall make required deliveries f.o.b. destination with the consignee’s premised address as it is provided by the NCI Purchasing Agent:

3. Unless otherwise specified, deliveries shall be made to the delivery point provided by the purchasing agent Mondays through Fridays (excluding Federal holidays) between the hours of 8:30 a.m. EST and 3:30 p.m. EST only. The product(s) shall be delivered to the address stated on the delivery/task order: Complete building and room details shall be provided on the delivery/task orders when placed against the contract.

Quantities

1. The Contractor shall provide the estimated minimum as detailed in paragraph III of this contract and the Contractors current price catalog at full price, at full price minus NIH discount or at full price minus 45% discount whichever one is lower.

2. Provided that the respective period’s maximum dollar amount is not exceeded, the

Contractor shall provide the quantity of products/reagents as specified by the NCI

COR to maintain 1-month inventory.

FAR Clause 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 clause 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 clause shall apply.

D Under paragraph (b) of this clause, 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. (End of clause)

FAR Clause 52.216-22 Indefinite Quantity (Oct. 1995)

A This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

B Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the

Government, when and if ordered, the supplies or services specified in the

Schedule up to and including the quantity designated in the Schedule as the

"maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

C Except for any limitations on quantities in the Order Limitations clause or in the

Schedule, there is no limit on the number of orders that may be issued. The

Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

D Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries 60 days after the last day of the period of performance. (End of clause)

Contracting Officer's Representative (COR)

The following COR will represent the Government for the purpose of this contract:

Information will be provided at time of award.

The Contracting Officer's Representative (COR) for: 1) monitoring the Contractor’s technical performance, including the surveillance and assessment of performance and recommending to the Contracting Officer changes in requirements; 2) interpreting the specifications and any other technical performance requirements; 3) performing technical evaluation as required; 4) performing technical inspections and acceptances required by this purchase order; and 5) assisting in the resolution of technical problems encountered during performance.

The Contracting Officer is the only person with authority to act as an agent of the

Government under this purchase order. Only the Contracting Officer has authority to: 1) direct or negotiate any changes in the specifications; 2) modify or extend the period of performance; 3) change the delivery schedule; 4) authorize reimbursement to the

Contractor any costs incurred during the performance of this contract; or 5) otherwise change any terms and conditions of this contract.

The Government may unilaterally change its’ Contracting Officer's Representative designation.

OPTIONS

FAR Clause 52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days. (End of clause).

FAR Clause 52.217-9 Option of Extend the Term of the Contract (March 2000)

A The Government may extend the term of this contract by written notice to the

Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

C The total duration of this contract, including the exercise of any options under this clause, shall not exceed two years. (End of provision).

CONTRACT PAYMENT

Listed below are the steps to be taken for both the authorized user and the Contractor in order to initiate and receive payment promptly.

Contractor: A Delivery Order/Task Order (DO/TO) should be given to the

Contractor at the time the order is placed. The Contractor is cautioned not to accept an order unless a proper purchase order/award is issued.

Original invoices are to be submitted monthly to the addresses indicated on page one (1) of the Order for Supplies or Services form

(OF347) section 21 (a-e). In addition, a copy of the invoice/receipt shall be submitted monthly to the address and name of consignee/project officer indicated on page one (1), section 6 (a-e).

See Attachment 1 for Invoice and Payment Provisions.

INVOICE SUBMISSION:

Invoices shall be submitted in accordance with Attachment I – INVOICE AND

PAYMENT PROVISIONS to the contract.

ATTACHMENTS TO THE CONTRACT

Invoice and Payment Provisions

Terms and Conditions