Request_for_Quote.pdf

RFQ No. NIHDA201800268

Title: Tabletop Primate PET Scanner

(i) This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6 as supplemented with additional information included in this notice.

This announcement constitutes the only solicitation; proposals are being requested and a separate written solicitation will not be issued.

(ii) The solicitation number is NIHDA201800268 and the solicitation is issued as a Request for

Quotation (RFQ) on an unrestricted basis and as competitive (BRAND-NAME OR EQUAL) under the authority of 41 U.S.C. 253(c) under provisions of the statutory authority of FAR Subpart 6.302-1

– only one responsible source and no other supplies or services will satisfy agency requirements.

This acquisition is for a commercial item or service and is conducted under the authority of the

Federal Acquisition Regulation (FAR) Part 13—Simplified Acquisition Procedures; FAR Subpart

13.5—Test Program for Certain Commercial Items; and FAR Part 12—Acquisition of Commercial

Items, and is expected to exceed the simplified acquisition threshold. A fixed-price type of contract is contemplated for this requirement.

(iii) The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-99-1 / 07-16-2018.

(iv) The North American Industry Classification System (NAICS) code for this procurement is

334510-Electromedical and Electrotherapeutic Apparatus Manufacturing with associated small business size standard of 1,250 employees.

(v) Background:

The goal of the Biobehavioral Imaging and Molecular Neuropsychopharmacology Unit is to better understand the neurobiological antecedents of illicit drug use and abuse, the neuronal consequences of short and long-term drug use, and the potential reversibility of these neuroadaptations. The major paradigm employed towards this goal is the development and application of novel neuroimaging tools, predominantly PET applied together with behavioral and pharmacological manipulations and genetic investigations in preclinical protocols. The long-term objective of this research is to inform the development of better behavioral and pharmacological interventions to treat substance abuse and help prevent vulnerable individuals from initiating drug use.

Purpose and Objective:

The purpose of this requirement is to provide the National Institute on Drug Abuse, Neuroimaging Research Branch with a primate PET scanner (piPET) with the capacity to provide pre-clinical scanner images of large primates (e.g. rhesus macaques) without blocking vision, in a sitting position, and with a small physical footprint. The imaging system must be a tabletop PET scanner that can be easily transported with the capability to deliver imaging performance with a minimum 2 mm reconstructed resolution on a high sensitivity level. These features are essential and critical for the quality of data that are routinely collected in NIDA-

IRP’s clinical imaging protocols.

Project Requirements:

Please see attached Purchase Description for further details.

Delivery Date:

Production shall begin immediately and delivery shall be 27 weeks after receipt of order.

Deliverables and Reporting requirements

All deliverables required under this contract shall be packaged, marked and shipped in accordance with Government specifications. All items shall be packaged in crates suitable for international shipping. All items required shall arrive in a single shipment. The Contractor shall guarantee that all required materials shall be delivered in immediate usable and acceptable condition.

All equipment must be delivered to the NIDA-IRP loading dock located at the Biomedical Research

Center, 251 Bayview Blvd, Suite 200, Baltimore MD 21224. All equipment required for installation will be provided by the Contractor. The Government will provide access to the loading dock.

All packaging shall be marked with the name, Carolina Smith, Neuroimaging Research Branch, NIDA-IRP, and the contract number.

Section 508 – Electronic and Information Technology Standards:

Section 508 Electronic and Information Technology Standards will be applicable for software upgrades as necessary. All electronic files submitted shall be compliant with Section 508 of the

Rehabilitation Act of 1973. Additional information about testing documents for Section 508 compliance, including guidance and specific checklists, by application, can be found at:

http://www.hhs.gov/web/508/index.html under "Making Files Accessible."

Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the

Workforce Investment Act of 1998, all electronic and information technology (EIT) products and services developed, acquired, maintained, or used under this contract/order must comply 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. Information about Section 508 provisions is available at http://www.section508.gov/. The complete text of Section 508 Final provisions can be accessed at http://www.access-board.gov/guidelines-and-standards.

Publications and Publicity: Contractor shall not, nor is required to, publish any articles of data as a result of fulfilling this requirement.

Confidentiality of Information: Government will not be providing Contractor with confidential information of a personal nature about individuals.

http://www.hhs.gov/web/508/index.html http://www.section508.gov/ http://www.access-board.gov/guidelines-and-standards

Contracting Officer’s Representative:

The Contracting Officer’s Representative (COR) will represent the Government for the purpose of this contract and will be specified at time of award.

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

The Government may unilaterally change the COR designation at any time throughout the performance period of this contract.

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

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

a. The Government will evaluate all responses received on using the evaluation criteria set forth below in section (h).

Each quote will be evaluated in strict conformity with the evaluation factors: 1) Technical approach,

2) Past Performance, and 3) Corporate Experience. Factor 1 will be pass/fail. If an offeror fails to provide required documentation in Appendix A to support Factor 1, no discussions will be held with the offeror, the rest of their proposal will not be evaluated, and their offer will not be considered for award. Evaluation Factors 2 and 3 will be evaluated using adjective ratings and no numeric point system will be used.

b.

_Excellent; _Good; _Acceptable; _Marginal; _Unacceptable; _Neutral

It is the Government’s intent to evaluate each proposal under the following factors in descending order of importance. Price will be considered to be of lesser importance than the technical factors. The evaluation will be based upon the demonstrated capabilities of the prospective contractor in relation to the needs of the project as set forth in the RFQ.

c. The price quoted will also be evaluated taking into consideration any price reductions, the level of effort, and the mix of labor proposed to perform the task(s) being ordered. A price reasonable determination will be made and a best value analysis will be performed. The best value analysis will take into consideration the results of the technical evaluation and price evaluation. The analysis will document that the award represents the lowest overall cost alternative (considering price, special features, administrative costs, etc.) to meet the

Government’s needs. The Government reserves the right to issue an order to the best value of the Government, technical merit, price, and other factors considered.

d. All aspects of a quote are subject to discussion, including price, technical approach and terms and conditions. At the completion of discussions, the contractor will ensure his technical plan and price quote reflects the mutual understandings of the requirement and if requested, submit a revised technical plan and price quote to the Contracting Officer. The technical plan should consist of the contractor’s intent and approach to this particular effort, any considerations that should be made by the government, as well as any additional information that expresses the Contractor’s position above others for this effort.

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

f. If an award will be made without conducting discussions, schedule contractors may be given the opportunity to clarify certain aspects of their quote or to resolve minor or clerical errors.

g. The Government reserves the right to make a single award, multiple awards, or no award at all as a result of the RFQ. In addition, the RFQ may be amended or canceled as necessary to meet the Government’s requirements.

h. Evaluation Criteria

1. Technical Approach:

Ability of the Offeror to understand the purchase description and requirements, identify problems and potential challenges if any, demonstrate how all contract requirements will be met including whether the offeror can meet each required salient characteristic as specified in the purchase description.

2. Past Performance:

Demonstrated relevant and recent performance of the offeror and any proposed subcontractors on current and past contracts of similar size, scope. “Recent” means active contracts or contracts completed within five years from the issuance date of the

NIDA solicitation.

The offeror must submit with their proposal a list of contracts completed during the past five (5) years and / or contracts awarded currently in process that are relevant in nature to the work scope. Contracts listed may include those entered into by the Federal

Government, agencies of state and local governments, and commercial concerns.

Newly formed entities without prior contracts should list contracts and subcontracts as required above for all key personnel. For each contract, subcontract, or reference include: (i) Name of Contracting Organization; (ii) Contract Number (for subcontracts, provide the prime contract number and the subcontract number); (iii) Contract Type; (iv)

Total Contract Value; (v) Description of Requirement; (vi) Contracting Officer's Name and Telephone Number; (vii) Program Manager's Name and Telephone Number; and

(viii) North American Industry Classification System (NAICS) Code. The offeror may provide information on problems encountered on the identified contracts and the corrective actions, if any. Offerors will be evaluated on its performance under existing and prior contracts for relevant products or services. The Government is not required to contact all references provided by the offeror. Also, reports in the Past Performance

Information Retrieval System (PPIRS) may be reviewed or references other than those identified by the offeror may be contacted by the Government to obtain additional information that will be used in the evaluation of the offeror's past performance.

3. Corporate Experience:

Demonstrated capability to accomplish contract requirements and extent of relevant experience in the areas covered by the purchase description.

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

j. Responses to this solicitation must include clear and convincing evidence of the Offeror’s capability of fulfilling the requirement as it relates to the technical evaluation criteria.

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 stated in this notice and on ability to deliver required services and supplies.

(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.

(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.

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

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

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. The Offeror's technical approach shall indicate compliance with the Scope of Work, and describe an essential understanding of the requirements involved in accomplishing the work.

Basic cost and price information in the Offerors business proposal must contain sufficient information to allow the Government to perform a basic analysis of the reasonableness of the

Offeror to supply the required services. Any other information or factors that may be considered in the award decision may include such factors as: past performance; special features required for effective service coverage; 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.

Respondents that believe that they are manufacturers or authorized resellers of the brand-name product specified in this announcement must provide, as part of their response: (a) product, catalog, model, and/or part number(s); (b) product description; (c) all relevant information and documentation that the item(s) offered meets the salient physical, functional, or performance characteristics as specified in the purchase description; quantity; estimated price or cost; shipping, handling, and/or installation charges; and delivery date after receipt of order.

Offerors MUST include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications Commercial Items, with their offer, OR provide a copy of the valid certifications registrations and Representation and Certifications from the System of Award Management (SAM) applications at www.SAM.gov, which may be indicated on the Offeror’s cover sheet.

In addition, the Dun & Bradstreet Number (DUNS), 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.”

All responses must be received no later than the date and time specified in this announcement.

Late responses will not be accepted. All responses must reference solicitation number

NIHDA201800268. Responses must be submitted electronically to leon.wong@nih.gov. Facsimile responses will not be accepted. For information regarding this solicitation, please contact Leon

Wong by email at leon.wong@nih.gov or by phone at 301-480-7503.

http://www.sam.gov/ mailto:leon.wong@nih.gov

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

PURCHASE DESCRIPTION

1. Statement of Need and Purpose:

The purpose of this requirement is to provide the National Institute on Drug Abuse, Neuroimaging Research Branch with a primate PET scanner (piPET) with the capacity to provide pre-clinical scanner images of large primates (e.g. rhesus macaques) without blocking vision, in a sitting position, and with a small physical footprint. The imaging system must be a tabletop PET scanner that can be easily transported with the capability to deliver imaging performance with a minimum 2 mm reconstructed resolution on a high sensitivity level. These features are essential and critical for the quality of data that are routinely collected in NIDA-IRP’s clinical imaging protocols.

2. Background Information and Objective:

The goal of the Biobehavioral Imaging and Molecular Neuropsychopharmacology Unit is to better understand the neurobiological antecedents of illicit drug use and abuse, the neuronal consequences of short and long-term drug use and the potential reversibility of these neuroadaptations. The major paradigm employed towards this goal is the development and application of novel neuroimaging tools, predominantly PET applied together with behavioral, and pharmacological manipulations and genetic investigations in preclinical protocols. The long-term objective of this research is to inform the development of better behavioral and pharmacological interventions to treat substance abuse and help prevent vulnerable individuals from initiating drug use.

3. Generic Name of Product: Primate PET scanner

4. Purchase Description: Brand-name or Equal piPET® PRIMAVERA, Positron Emission Tomography (PET) scanner for preclinical research

Model # BBI-piPET-314-13

Brain Biosciences, Inc.

12156 Parklawn Dr, Rockville, MD 20852

5. Salient characteristics:

The primate PET scanner must possess the following required features

• Ability to scan large primates (e.g. rhesus macaques) without blocking the vision of the primates, in a sitting position, and with a small physical footprint.

• The scanner must be have a tabletop mounting mechanism and must be light-weight for ease of transportation.

• The scanner must be able to deliver PET imaging performance with a minimum 2 mm reconstructed resolution and high sensitivity.

• The scanner must include data acquisition electronics, computer, and processing/image reconstruction software.

The primate PET scanner must possess the following minimum specifications:

Description

Minimum Specification

Crystal/Size

LYSO/2x2x13mm3

N Elements

15,210

Photodetector

PMT

Trigger

Dual Threshold

FOV Diameter

220mm

Axial FOV

85/255mm

Mounting

Tabletop

Data Format/Reconstruction

Listmode/3D MLEM

Image Format

DICOM

Attenuation Correction

Calc/CT/Ge-68 transmission

Res. Axial (mm)

2.0

Res. Transverse (mm)

2.1 (@0), 3.1 (@100mm)

FOV Recommended Activity

Up to 1.5mCi

Energy Resolution/Window

<16%

Timing Resolution/Window

1nsec/4nsec

Quality Control

Ge-68 line source

6. Quantity: One PET scanner, to include data acquisition electronics, computer, and processing/image reconstruction software, user training, full installation and one year warranty and maintenance service on parts and labor.

7. Delivery Date: Production shall begin immediate and delivery shall be within 27 weeks of contract award.

8. Period of Performance: One year warranty to begin upon installation. Warranty to include maintenance services on parts and labor.

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017), WITH

ADDENDA

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31

U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572 occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting

Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

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

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

(i) Payment.—

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

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(2) Prompt payment. The Government will make payment in accordance with the Prompt

Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see

52.212-5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the

Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

33.211 if—

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

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting

Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

(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 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031326

Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

Government takes physical possession.

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

(p) Limitation of liability. Except as otherwise provided by an express warranty, the

Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain

Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and

41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284 registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End 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 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_8.html#wp1029202 https://www.acquisition.gov/ 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.

(End of clause)

Alternate I (JAN 2017). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements.

Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the

“hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the

Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the

Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to

Government property.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means—

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%202_1.html#wp1145507

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the

Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert

“Each order must list separately the elements of…