21.001953.Combined Synopsis Solicitation.w.Att.1-4.Amendment1.pdf

Amendment 1

The following is hereby deleted from the Background section of the Combined Synopsis/Solicitation:

The Unit on Neuromodulation and Synaptic Integration (UNSI) seeks to purchase a FVMPE-RS multi-photon microscope system to perform in vivo imaging of neuronal activity with single cell resolution and receptor-based sensors in motivational circuits via the use of GRIN lenses and prisms.

ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME

Optically Pumped Magnetometers (OPMs) and Control Electronic Chassis Combined Synopsis/Solicitation

NIMH-21-001953

INTRODUCTION

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 written solicitation will not be issued. This acquisition is being conducted in accordance with the procedures of FAR Part 13--Simplified Acquisition Procedures and FAR Part 12—Acquisition of Commercial Items.

The solicitation number is NIMH-21-001953 and the solicitation is issued as a request for quotation (RFQ).

NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) CODE

The intended procurement is classified under NAICS code 541714 with a size standard of 1,000 employees is being considered.

SET-ASIDE STATUS

This acquisition is restricted and set-aside for Small Business

ACQUISITION AUTHORITY

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 expected to exceed the simplified acquisition threshold.

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2021-05 dated March 10, 2021. The resultant contract will include all applicable provisions and clauses in effect through this date.

DESCRIPTION OF REQUIREMENT

Background The National Institute of Mental Health (NIMH) is the lead Federal Agency for research on mental illnesses. The mission of the NIMH is to transform the understanding and treatment of mental illnesses through basic and clinical research, paving the way for prevention, recovery, and cure.

Purpose

The purpose of this acquisition is to purchase FieldLine, Inc. O119 optically pumped magnetometers (OPMs) and control electronic chassis or “equal” optically pumped magnetometers (OPMs) and control electronic chassis. These OPMs and control electronic chassis will allow us to expand our prototype optically pumped magnetometer (OPM) magnetoencephalography (MEG) system consisting of 16 detection channels and an additional 3 reference channels to a 56 channel system, capable of biomagnetic imaging at a spatial resolution comparable to that of invasive intracranial electrocorticography (ECoG), over a localized area of the cortex.

Project Requirements

See Attached Purchase Description for details.

Delivery Requirements/Period of Performance Base Period: 60 days ARO

The Contractor shall deliver and install the required items within 60 days of purchase order award to the location listed in the Place of Performance below.

Place of Performance

The place of performance shall be the National Institutes of Health, National Institute of Mental Health (NIMH), NIH Bethesda Main Campus, 10 Center Dr., Bldg. 10/Rm. 2D49, Bethesda, MD 20814.

Contract Type The Government intends to issue a firm fixed price purchase order for this requirement.

Invoicing shall be in accordance with the Prompt Payment Act and payment shall be made via Electronic Funds Transfer (EFT).

Response Format Responses to this solicitation must include clear and convincing evidence of the offeror’s capability of fulfilling the requirement as it relates to the salient characteristics of the product.

The offeror must identify in their response where parts/equipment are manufactured.

The offeror must indicate in their response as to whether the brand-name or equal product proposed can or cannot meet the salient characteristics as stated in this combined solicitation synopsis.

In addition, the quote must provide their company name, 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.”

EVALUATION

The award decision will be based on a Lowest Price Technically Acceptable (LPTA) determination. In order to be acceptable, the product must meet all the salient characteristics listed in the product description and MUST be FieldLine, Inc. O119 optically pumped magnetometers (OPMs) and control electronic chassis or “equal” optically pumped magnetometers (OPMs) and control electronic chassis. Additionally, the optically pumped magnetometers (OPMs) and control electronic chassis MUST be compatible with the existing prototype optically pumped magnetometer (OPM) magnetoencephalography (MEG) system consisting of 16 detection channels and an additional 3 reference channels which currently utilizes FieldLine, Inc. optically pumped magnetometers (OPMs) and control electronic chassis. The Award will be made on all or none basis. If you are providing an "equal" product, you must submit additional documentation that highlights and describes how your offering is equal in accordance with FAR Clause 52.211-6.

ADDITIONAL INFORMATION

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.acquisition.gov/far/ and/or http://www.hhs.gov/policies/hhsar/.

The Offerors to include a signed copy of the provision at FAR clause 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (OCT 2020), with its offer.

The Offerors to include a signed copy of the provision at FAR clause 52.204-26 Covered Telecommunications or Services Representation (OCT 2020), with its offer.

FAR 52.212-1 Instructions to Offerors – Commercial Items (OCT 2018)

The Offerors to include a completed copy of the provision at FAR clause 52.212-3, Offeror Representations and Certifications-Commercial Items, with its offer.

The FAR clause at 52.212-4, Contract Terms and Conditions – Commercial Items. See Clauses attachment.

FAR clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items, applies to this acquisition. See clauses attachment.

http://www.sam.gov/ http://www.acquisition.gov/far/ http://www.hhs.gov/policies/hhsar/

The following FAR clauses cited in paragraph (b) of the clause at FAR 52.212-5 are also applicable to this acquisition:

FAR Clause 52.204-10 Reporting Executive Compensation and First Tier Subcontract Awards FAR Clause 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment FAR Clause 52.209-9 Updates of Publicly Available Information Regarding Responsibility FAR Clause 52.219-28 Post Award Small Business Program Representation FAR Clause 52.222-3 Convict Labor FAR Clause 52.222-19 Child Labor-Cooperation with Authorities and Remedies FAR Clause 52.222-21 Prohibition of Segregated Facilities FAR Clause 52.222-26 Equal Opportunity FAR Clause 52.222-36 Affirmative Action for Workers with Disabilities FAR Clause 52.222-40 Notification of Employee Rights Concerning Payment of Union Dues or Fees FAR Clause 52.223-18 Encouraging Contractor Policies to Ban Text Messaging while Driving FAR Clause 52.225-3 Buy American Act -Free Trade Agreements - Israeli Trade Act FAR Clause 52.225-13 Restrictions on Certain Foreign Purchases Far Clause 52.232-33 Payment by Electronic Funds Transfer-System for Award Management

FAR 52.211-6 BRAND NAME OR EQUAL (AUG 1999)

(a) If an item in this solicitation is identified as "brand name or equal," the purchase description reflects the characteristics and level of quality that will satisfy the Government's needs. The salient physical, functional, or performance characteristics that "equal" products must meet are specified in the solicitation.

(b) To be considered for award, offers of "equal" products, including "equal" products of the brand name manufacturer, must-

(1) Meet the salient physical, functional, or performance characteristic specified in this solicitation;

(2) Clearly identify the item by-

(i) Brand name, if any; and

(ii) Make or model number;

(3) Include descriptive literature such as illustrations, drawings, or a clear reference to previously furnished descriptive data or information available to the Contracting Officer; and

(4) Clearly describe any modification the offeror plans to make in a product to make it conform to the solicitation requirements. Mark any descriptive material to clearly show the modification.

(c) The Contracting Officer will evaluate "equal" products based on information furnished by the offeror or identified in the offer and reasonably available to the Contracting Officer. The Contracting Officer is not responsible for locating or obtaining any information not identified in the offer.

(d) Unless the offeror clearly indicates in its offer that the product being offered is an "equal" product, the offeror shall provide the brand name product referenced in the solicitation.

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

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. The price proposal must include labor costs, breakdown and rationale for other direct costs or materials, and the total amount.

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."

CLOSING INFORMATION

All responses must be received by 9:00 AM EST, Monday, May 10, 2021 and reference number NIMH-21-001953. Responses may be submitted electronically to robin.knightly@nih.gov, and valerie.whipple@nih.gov. Any questions must be submitted by 9:00 AM EST on Thursday, March 06, 2021.

Fax responses will not be accepted.

ATTACHMENTS

Attachment 1 – Purchase Description Attachment 2 – 52.212-4 and 52.212-5 Attachment 3 – 52.204-24 and 52.212-3 Clauses Attachment 4 – Invoice Instructions http://www.sam.gov/ mailto:robin.knightly@nih.gov mailto:valerie.whipple@nih.gov

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

PURCHASE DESCRIPTION

1. Statement of Need and Purpose:

There is currently a need in the field of non-invasive neuroimaging to develop a technique that can map the brain at both high temporal resolution and high spatial resolution. While fMRI has spatial resolution on the order of 1mm, the temporal resolution is generally in the range of 1-2 seconds and is further impacted by the slow hemodynamic response to stimuli. MEG, in contrast, has extremely high temporal resolution, but spatial resolution in the 5-10mm range. Our overarching aim is to develop a system that has spatial resolution on the order of 1mm, with the temporal resolution of MEG. Under a previous award, we built a prototype optically pumped magnetometer (OPM) magnetoencephalography (MEG) system consisting of 16 detection channels and an additional 3 reference channels.

With the acquisition described here, we plan to expand this prototype 16 channel system to a 56 channel system, capable of biomagnetic imaging at a spatial resolution comparable to that of invasive intracranial electrocorticography (ECoG), over a localized area of the cortex.

2. Background Information and Objective:

The mission of the NIMH MEG Core Facility is to maintain a state-of-the-art MEG platform to obtain in vivo measurements of brain function. The MEG core facility currently possesses a state-of-the-art CTF 275 channel MEG whole-head system and a prototype 16-channel OPM system. Current commercially available MEG systems are able to detect extremely weak electrical fields (on the order of femto-tesla) using superconducting quantum interference devices (SQUIDs). These sensors must be maintained at an ultra-low temperature by immersion in liquid helium, and thus cannot be placed in immediate proximity to the research participant’s head.

In contrast, OPM sensors do not require cooling, and can be placed such that the sensitive region of the sensor is only a few millimeters from the head. Because the field of a dipolar current source declines as 1/r2, where r is the distance from the source, the distance between the cortical sources and the sensors is of paramount importance.

Additionally, the source to sensor distance determines how well the higher spatial frequencies of the brain’s magnetic fields are sampled by the sensor array. Merely decreasing the spacing between sensors is not sufficient to discriminate among multiple nearby cortical sources, unless the distance from the sensors to the cortex is reduced.

This explains why the SQUID-based MEG instruments, while well suited for whole head measurements, cannot achieve source resolution obtained using invasive electrodes.

To summarize, the performance of an array of magnetometers to resolve independent closely-spaced cortical sources depends upon three factors: 1) distance between the magnetometer sensor and the cortical sources, 2) inter-sensor spacing, and

3) signal-to-noise ratio (where noise is defined as the combined brain noise, environmental noise, and sensor noise). We, therefore, aim to develop and evaluate an array of OPM magnetometers in order to achieve source resolution on par with that of invasive cortical grids.

Experimental OPM sensors have demonstrated sensitivities of 5 fT/√Hz, on par with that of SQUID sensors. Simulation studies comparing simple OPM arrays to SQUID arrays have shown that reducing the distance to the head can improve signal-to-noise ratio (SNR) by a factor of 5-7, and localization accuracy by more than a factor of 2.

Published and unpublished simulations have demonstrated that 1 mm resolution is readily achievable with an on-scalp system. Advances in source reconstruction may improve upon this, as it has recently been demonstrated that isolation of MEG signals to either the pial surface or the white matter surface is possible.

The MEG Core already successfully built and piloted a prototype 16-channel system, which is fixed together in a 4x4 sensor, custom 3D printed rigid array. This array can be positioned over sensory cortices and used to demonstrate localization of sensory evoked potentials. Three additional sensors serve as reference sensors to remove low frequency environmental interference.

The object of the current proposal is to expand the prototype system from 16 channels to 56 channels, in order to encompass a greater extent of the cortex. To accomplish this, we plan to purchase 45 sensors and 2 control electronics chassis.

Similar to our pilot device, sensors would be positioned in a dense array, with sensor positions fixed relative to each other. Our plan to orient our sensors immediately adjacent to each other has the obvious advantage of obtaining maximal spatial orientation. This arrangement, however, results in increased cross-talk between sensors.

In contrast to systems where individual sensors can be moved into various positions, our array will be fixed, such that the orientation of the sensors relative to each other does not change. This would enable exact measurement of the cross-talk between sensors, and subsequent calibration of the resultant data, minimizing the influence of cross-talk on measurements. This requires additional electronics which require synchronization with measurements from the sensors.

3. Generic Name of Product: Optically pumped magnetometers (OPMs), and control electronics chassis

4. Purchase Description: FieldLine, Inc. O119 PM sensors and electronics chassis or “equal” Optically pumped magnetometers (OPMs), and control electronics chassis.

4. Salient characteristics

• Must be compatible with the existing FieldLine, Inc. OPM sensors and electronics.

• The OPM sensors are zero-field sensors, using nulling fields to counteract any residual background field. In addition, sensors should operate using feedback coils to maintain zero field at the active region of the sensor to maximize linearity.

• Sensor footprint – 13 x 15mm, this determines the minimum spacing of sensors and thus contributes to the minimum spatial resolution achievable with the system.

• The sensor surface should be of a temperature that allows safe placement directly on the scalp.

• Sensor sensitivity – must be at or below 15 fT/√Hz.

• Sensor bandwidth should be at least 200Hz.

• Sensor electronics should allow individual control over the feedback coils of each sensor, to allow for calibration.

• Sensor electronics should synchronize output of the sensors and allow custom channels for ADCs and triggers.

• Acquisition software must operate in a Linux environment.

5. Quantity: Forty-five (45) optically pumped magnetometers and two (2) control electronics chassis.

6. Delivery Date: 60 days.

7. Period of Performance: Standard recommended.

8. Option(s): No options requested.

52.212-4 -- Contract Terms and Conditions -- Commercial Items.

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

Contract Terms and Conditions -- Commercial Items (Oct 2018)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(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.

(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 at fixed by the Secretary until the amount is paid.

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

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

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

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

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

(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 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) 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 Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

(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)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

ITEMS (Nov 2020)

[Contracting officer check as appropriate.] https://www.acquisition.gov/content/52203-6-restrictions-subcontractor-sales-government https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063504 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063607 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064087 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064214 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064243 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062590 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062651 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057314 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FAC 52.212-5 as of FAC 2021-02 (11/23/2020) Edited 11/25/2020

Revised 12-2015 NIDA OA

Invoice and Payment Provisions (2/2014) The following clause is applicable to all Purchase Orders, Task or Delivery Orders, and Blanket Purchase Agreement (BPA) Calls: Prompt Payment (Jul 2013) 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 taken into account 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. Data Universal Numbering System (DUNS) or DUNS + 4 as registered in the Central Contractor Registration (CCR).

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

Attachment 4 - Invoice Instructions

B. 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.

C. Mail an original and 1 copy of the itemized invoice to:

National Institutes of Health Office of Financial Management, Commercial Accounts 2115 East Jefferson Street, Room 4B-432, MSC 8500

Bethesda, MD 20892-8500

For inquiries regarding payment call: (301) 496-6088

D. In order to facilitate the prompt payment of invoices, the vendor must submit an electronic copy of the invoice to the “Consignee” designated for the acquisition in blocks 6A – 6E of the face page of the Order/Award document at NIDASSSAPurchaseRequ@mail.nih.gov

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 an term or condition.

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

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

IV. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR

52.232-40 (December 2013)

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, include this paragraph c, in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items. (End of Clause)

1 | P a g e

Interim - Electronic Invoicing Instructions for NIH Contractors/Vendors Updated: April 2, 2020

To All National Institutes of Health (NIH) Contractors/Vendors:

This notification is effective on Wednesday April 1, 2020.

The current national emergency and the need to protect Federal and Contractor staff has resulted in a change to NIH’s invoice submission process. Effective Wednesday, April 1, 2020, all NIH contractors/vendors invoices should be sent electronically via email to the NIH Office of Financial Management (OFM) and the NIH Contracting Officer (CO) using the below electronic submission instructions.

On March 30, 2020, Governor Hogan issued a stay-at-home order for the state of Maryland where residents should not leave their homes unless it is for an essential purpose. Stay-at-home orders were also issued by the state of Virginia and the District of Columbia. Therefore, any mailed contractor/vendor invoices will be processed by NIH; however, significant delays are expected due to staff teleworking and complying with the stay-at-home orders. It is important that NIH contractors/vendors follow the below procedures in order to ensure smooth processing of invoices and timely payment.

Contractor/Vendor Electronic Invoice Submission to the Office of Financial Management (OFM):

The Contractor/Vendor shall:

• Send the invoice to the NIH centralized invoice email box: invoicing@nih.gov

• Follow the below format in the email subject line, which is a must (Note: The keywords and separating bars in bold must be present to identify the information.)

Vendor: name of the contractor/vendor|PO: Contract Number/Task Order Number|Invoice:9999999

• Ensure that the body of the email and attached invoice must both include the contractor/vendor’s correspondence email address in the below format (bolded information must be present to identify information):

Correspondence email address: xyz@abc.com

Note: See a screenshot example in the attachment

• Follow the system size limits that apply to the email and each invoice: individual email attachments cannot exceed 5 megabytes each; and the email plus all attachments cannot exceed a total of 30 megabytes.

• Clearly identify a valid and complete contract number on each invoice

• Clearly identify a valid and complete order number on each invoice

• Clearly identify an accurate DUNS number on each invoice

• Not include confidential information such as Social Security Numbers (do not include TIN if it is a

Social Security Number)

• Send one (1) invoice per email mailto:invoicing@nih.gov

Interim - Instructions for Submitting Electronic Invoices via Email to the NIH Office of Financial Management (OFM) Effective April 23, 2020

4 Steps to Create the Invoice Submission Email

Step 2 Note: The key words (Vendor, PO, and Invoice), Colon (:) character following the keywords and the PIPE (|) character must be present to identify the information. The pipe (|) character is entered by pressing and holding the shift key and the backslash (\) key at the same time.

EXAMPLE: Vendor: name of the contractor or vendor|PO: Contract Number/Release Number|Invoice:9999999

For your reference, below is a chart listing examples of the correct and incorrect subject lines. Note: These are just examples, you must enter the applicable information for the invoice you are submitting.

Subject Line Correct Incorrect

Vendor: XYZ Corp|PO: Contract Number/Release Number|Invoice:XYASAD

XYZ Corp|PO # Contract Number\Release Number|Invoice # XYASAD

XYZ Corp|Purchase Order # Contract Number\Release Number|Invoice # XYASAD

XYZ Corp| Contract Number\Release Number| XYASAD

Vendor: XYZ Corp,PO: Contract Number\Release Number,Invoice:XYASAD

Step 1:

Send invoices to the following email address:

invoicing@nih.gov

Step 2:

Subject line must follow this format for the invoice you are submitting

(see note below)

Step 3:

Attach the invoice to the email as either a PDF or

Word document.

Step 4:

In the body of the email, type

“Correspondence

Email:” followed by your email address.

Instructions for Submitting Electronic Invoices via Email to the NIH Office of Financial

Management (OFM) Effective April 23, 2020

Reminders:

• Must submit only one invoice per email.

• Follow the system size limits that apply to the email and each invoice: individual email attachments cannot exceed

5 megabytes each; and the email plus all attachments cannot exceed a total of 30 megabytes.

• Clearly identify a valid and complete contract number on each invoice

• Clearly identify a valid and complete order number on each invoice

• Clearly identify an accurate DUNS…