RFQ 75N95023Q00496.pdf

Solicitation No. 75N95023Q00496 Title: Confocal Microscope System

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

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

iii. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2023-05, dated 08-08-2023.

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

v. Description:

The Government requires the following brand name or equal items:

1. Confocal Microscope System with 4 option years for extended warranty. Please refer to

Attachment 1 – Purchase Description for the brand name or equal line items and quantities.

vi. Please refer to Attachment 1 – Purchase Description for details and information describing the brand name or equal salient characteristics and requirements.

vii. Delivery shall be 16 weeks after receipt of order.

Delivery shall be made to the following:

Steven Zhang, Ph.D.

251 Bayview Blvd., Suite 200. Rm. 08A709 Baltimore MD, 21224 Ph: 443- 740-2698

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

ix. The provision at FAR Clause 52.212-2, Evaluation-Commercial Products and Commercial Services (NOV 2021) is applicable and incorporated by reference into this solicitation.

A tradeoff process shall be used for this acquisition because it has been determined to be in the best interest of the Government to consider award to other than the lowest priced Offeror or other than the highest technically rated offeror. All evaluation factors other than cost or price, when combined, are more impobrtant than cost or price. For this acquisition, the following considerations will be part of the trade-off process: Technical Evaluation Factors including Past Performance, and Price.

The evaluation will be based on the demonstrated capabilities of the prospective Offerors in relation to the needs of the project as set forth in the solicitation. The merits of each quote will be evaluated carefully.

The Government may request clarifying information from the Contractor, as it relates to its quote. If an award will be made without conducting discussions, Contractors may be given the opportunity to clarify certain aspects of their quote (e.g., the relevance of the contract, the Contractor's past performance information, and adverse past performance information to which the Contractor has not previously had an opportunity to respond) or to resolve minor or clerical errors. Discussions will not be held with any Offeror determined to be technically unacceptable.

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

TECHNICAL EVALUATION CRITERIA

The evaluation factors are used by the technical evaluation committee when reviewing the technical quotes. The factors below are listed in order of its relative importance for evaluation purposes.

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

b. Contract Management and Customer Support – NIDA shall evaluate the offeror’s ability to provide a high level of customer service, particularly in the area of initial responsiveness and resolution of device and service problems. Specifically, the Government will evaluate the Offeror’s capability based on its description of any applicable warranty and customer support process.

c. Speed of Delivery, Installation and Set-up – NIDA shall evaluate the offeror’s technical approach for completeness, feasibility, soundness and practicality of the proposed approach and work plan for accomplishing the requirements of the Purchase Description.

d. Price - The Offeror must provide a completed price quote showing the price proposed for the base and each option period, as well as total price. The Government shall evaluate the price proposed and may determine the offer is unacceptable if the escalation of prices is significantly unbalanced.

PAST PERFORMANCE

Offerors will be evaluated based on information obtained from references provided by the offeror, other relevant past performance information obtained from other sources known to the Government, and any information supplied by the offeror concerning problems encountered on the identified contracts and corrective action taken. Furthermore, the Government will assess the relative risks associated with each offeror. Performance risks are those associated with an offeror's likelihood of success in performing the acquisition requirements as indicated by that offeror's record of past performance. The assessment of performance risk is not intended to be the product of a mechanical or mathematical analysis of an offeror's performance on a list of contracts but rather the product of subjective judgment by the Government after it considers all available and relevant information.

The Offeror should provide past performance information. Past performance information shall cover a minimum of one (1) year in relevant services and deliveries of comparable systems. The Offeror should provide at least one reference for any project identified under the experience factor that has a performance period within the past three (3) years. For each reference, the offeror should provide the following: (1) Organization or contracting partner's name; (2) Point of contact's (POCs) name and contact information (i.e., current phone numbers and valid email addresses); and (3) a description that precisely explains the general scope and specific requirements of the contract.

PRICE EVALUATION

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

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

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

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

xiii. FAR clause at 52.217-8, Option to Extend Services.

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

xiv. FAR clause at 52.217-9, Option to Extend the Term of the Contract.

(a) The Government may extend the term of this contract by written notice to the Contractor prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

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

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

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

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

The Contractor shall submit its quote electronically.

Offerors MUST verify 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 vendor Unique Entity Identifier (UEI) and the certification of business size must be included in the response. All Offerors must have an active registration in the System for Award Management (SAM) www.sam.gov.

All responses must be received no later than August 24, 2023, 3:00 PM EST. Late responses will not be accepted. All responses must reference solicitation number 75N95023Q00496. Responses must be submitted electronically to Llakim.dubroff@nih.gov and Josh.lazarus@nih.gov. For information regarding this solicitation, please contact Llakim Dubroff by email at Llakim.dubroff@nih.gov and Josh.lazarus@nih.gov or by phone at (301) 443-6677.

http://www.sam.gov/ http://www.sam.gov/ mailto:Llakim.dubroff@nih.gov mailto:Josh.lazarus@nih.gov mailto:Llakim.dubroff@nih.gov mailto:Josh.lazarus@nih.gov

xviii. DATE QUESTIONS DUE: Questions and requests for clarification must be submitted electronically to the Contract Specialist, Llakim Dubroff, at Llakim.dubroff@nih.gov and Josh.lazarus@nih.gov on or before 11:00 AM EST, August 21, 2023. Fax responses will NOT be accepted.

mailto:Llakim.dubroff@nih.gov mailto:Josh.lazarus@nih.gov

RFQ 75N95023Q00496 Attachment 1 – Purchase Description

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

PURCHASE DESCRIPTION

1. Statement of Need and Purpose:

The NIDA IRP Confocal and Electron Microscopy Core (CEMC) serves NIDA-IRP researchers by providing access to confocal and electron microscopic technologies to characterize cellular and ultrastructural properties of organelles, tissue culture and brain tissue. Towards this end, the CEMC has established three goals: (1) increase access to confocal and electron microscopic techniques to NIDA-IRP researchers; (2) develop and adapt emerging confocal and electron microscopic techniques for NIDA-IRP researchers; and (3) provide consultations and training to NIDA-IRP researchers in the adaptation and execution of confocal and electron microscopic techniques and procedures. Due to the high demand of confocal microscopy across the IRP and technology advancement over the last 5 years, the IRP will benefit from procuring the ZEISS LSM980 with Airyscan confocal microscope system. The LSM980 is a higher generation system, compared to our existing ZEISS LSM880 with Airyscan confocal microscope system, that allows users to collect high resolution images of up to 12 individual labels (colors). The addition of the LSM980 allows for continuity of data collection across both ZEISS systems and addresses the oversaturation of users on the existing LSM880.

2. Background Information and Objective:

The ZEISS LSM880 with Airyscan confocal microscope system was purchased for the Confocal and Electron Microscopy Core (CEMC) in FY18. It is currently the most sophisticated and highly used confocal microscope in the Core. Due to the high demand of confocal microscopy across the IRP and technology advancement over the last 5 years, the IRP will benefit from procuring the ZEISS LSM980 with Airyscan confocal microscope system. The LSM980 is a higher generation system that allows users to collect high resolution images of up to 12 individual labels (colors). The addition of the LSM980 allows for continuity of data collection across both ZEISS systems and addresses the oversaturation of users on the existing LSM880. The majority of our NIDA users are collecting images from fixed samples. The upright motorized stand on the LSM 980 can solve the disadvantage of holding slides for fixed sample imaging on the inverted LSM 880.

3. Generic Name of Product: Confocal Microscope System.

4. Purchase Description:

Confocal microscope system with two cutting edge detection units that can be used simultaneously or individually to allow for either super resolution down to 90nm in XY with an innovative 32 channel GaAsP PMT array concept. Each detection channel functions as single very small pinhole of 0.2 AU to increase resolution, while the overall detector captures 1.25 AU and increases signal-to-noise by 4-8 times over traditional GaAsP PMT based confocal systems.

The unique 32-Channel GaAsP PMT area detector must have a Zoom optic to adapt illumination for different objective lenses and acquisition modes. Must include a micro lens – array that provides a light fill factor of > 95%. Filter wheel with up to 7 emission filters, each providing dual detection windows for fast multitrack imaging. Combination with secondary beam splitters expand the usability for multicolor sample. With the ZEN Sample Navigator, it is easy to perform a low power overview scan with autofocus function using a cooled monochromatic Axiocam. The overview image is used for sample navigation and identification of regions of interest.

5. Salient characteristics

LSM 980 34 Channel System Unique Features

• The 32+2-Channel Quasar Detection Unit, consists of a calibrated 32 channel multi-element GaAsP detector with typical QE >45% (peak) and two flanking single multi-alkali PMT detectors

• The 32 channel Quasar GaAsP detector includes micro lenses in front of the individual detector-elements for improved light efficiency.

• Individual (master) gains for the side PMT’s for the most extreme dyes, plus individual digital gains for the 32 GaAsP channels. The dynamic range allows to work with a unified master gain level.

• The 32 channel multi-element GaAsP detector, exclusively for Carl Zeiss Microscopy GmbH, shows very low dark noise and allows for spectral binning of individual channels without sacrificing signal/noise ratio.

• The 10⁰ TwinGate main beam splitter arrangement in combination with the Quasar detection unit leads to superb laser suppression (OD typically >7).

• The TwinGate main beam splitter arrangement suppresses laser light optimally.

By using dichroics and reflecting the laser light using an angle of 10°, an OD of 7 or greater can be reached when using the TwinGate in combination with the Quasar detection unit. As such, virtually all excitation light is reflected, no laser light will reach the detectors and effectively all emission light can be detected;

even more, it is possible to detect emission light emerging from less than 10nm away from the laser - which is a unique feature.

• The freedom to select emission bands for detection, omitting secondary dichroics & emission filters, is possible - even over laser lines due to the effective laser blocking.

• The highly efficient holographic grating leads to an even spectral dispersion over the entire visual spectral range (380-750 nm). Grating utilizes a ‘spectral recycling loop’ to recover non-separated light, redirecting it onto the holographic grating for optimum sensitivity.

• Software integrated linear modulation of laser power from 0.001 to 100% for all laser lines between 458 and 633nm is supported and can be critical to reach the low light level imaging powers that are required for sensitive experiments.

Upright Motorized Stand Axio Imager VIS LSM 980

Axio Imager.Z2 General Features

• Upright microscope stand with fully motorized 6 position compatible objective nosepiece and 10 position push and click motorized fluorescence filter turret

• Motorized integrated Z focus with a step size of 10nm and travel range of 25mm

• Motorized X,Y stage with high accuracy and reproducibility. Stage can be controlled via software and joystick control.

• TFT touch panel independent of microscope stand with focus control and access to all microscope motorized functions.

• Computer controlled LED fluorescence illuminator with variable intensity output. With LEDs from 385- 735.

• High efficiency hard coated shift free filters for GFP, CY3, DAPI for standard visual fluorescence Imaging.

• High resolution scanning stage with joystick and integrated computer control including specimen holder suitable for 2 slides.

• Integrated contrast manager to preset all light and microscope conditions

• Spectral Imaging and Advanced Linear Unmixing Options Gain calibration and linearization of the 32-element array GaAsP detector and the two flanking multi-alkali PMTs (referred to as the Quasar Detection Unit) allows for all 34-channels to be used for spectral acquisition and analysis.

• Fast, parallel acquisition of the entire spectral range as a lambda stack (370 –

760 nm) in one single scan (up to 5 frames per second at 512 x 512) covered by the 32+2-Channel Quasar. (Suitable for spectral analysis in living cells, e.g.

colocalization studies). More than 10 different fluorescent dyes can be imaged and separated simultaneously. Due to parallel acquisition, no emission light is lost leading to superior detection efficiency when compared to sequential spectral scanning.

• Spectral resolution of the array GaAsP detector (32-channels) is 8.9 nm when acquiring a simultaneous, parallel spectral image. Further binning of detector elements possible up to 34,4 spectral resolution.

• Reproducible high-resolution spectral data acquisition with 2,9 nm or 4.3 nm steps is possible through sequential spectral scanning.

• Emission Fingerprinting can be performed on data acquired in channel mode.

• Spectral data can be stored in the spectral database and later used for reference-based linear unmixing.

• Spectral bandwidth for lambda stack acquisition can be adjusted by the user. A full spectral image is used for linear unmixing (suitable for spectral imaging of living cells and later unmixing without any spectral distortions).

• Emission Fingerprinting: Reliable separation of different fluorescent dyes even with highly overlapping emission spectra (e.g. simultaneous detection and separation of FITC, GFP, YFP, and autofluorescence) based upon known, previously recorded reference spectra. The separated dyes (crosstalk free) are displayed in separate dye- channel images along with the option to display a merged image.

• Advanced Tools for Emission Fingerprinting/ Linear Unmixing:

- Weighted unmixing: improved unmixing algorithm for better unmixing results.

- Channel with Residuals displays the uncertainties of the unmixing result.

• Automatic component extraction (ACE) of spectra from a lambda stack for a one-click identification of possible reference spectra.

• Free combination of manually defined reference spectra, automatically extracted reference spectra, and reference spectra stored within the database can be used for performing Linear Unmixing on a lambda stack.

• Reference spectra can be stored in a database and later recalled. Spectral information is stored automatically with each unmixed image for traceable and reproducible workflow and unmixing experiments.

• Online Fingerprinting: Image channels are not defined by the traditional detected emission bands but rather by referenced spectra. On-the-fly online unmixing occurs using these referenced spectra to linear unmix the emission bands of overlapping dyes during the image acquisition.

Objectives and DIC

• Objective Plan-Apochromat 20x/0.8 M27 (FWD=0.55mm)

• Objective Plan-Apochromat 40x Oil

• Plan-Apochromat 63x/1.40 Oil DIC f/ELYRA

• EC Plan-Neofluar 5x/0.16 WD=18.5 M27

• EC Plan-Neofluar 10x/0.30 WD=5.2 M27

• DIC Slider EC PN 10x 20x/PA 20x

• DIC Slider PA 63x/1.4 III HR

• Condsr Prism DIC II/0.9

• Condsr Prism DIC III/0.9

• Polarizer w/color filter carrier

• Analyzer module DIC ACR P&C shift free

• Sample navigator

Lasers

Lasers from 405 nm to 639 nm can be combined. In addition, this system is equipped with a 730nm NIR laser. For experiments, each emission color is captured with the most suited detector technology along the complete wavelength range from 380 nm up to 900 nm.

Camera for Overview Imaging Camera Axiocam 702 mono is a high performance microscopy camera which includes driver software 64bit, USB 3.0 PCIe x1 interface, dual USB 3.0/USB 2.0 cable 3 m and BK7 protection glass (coated). Number of Pixels: 1920 (H) x 1216 (V) = 2.3 Mega Pixels Pixel size: 5.86 ìm x 5.86 ìm Chip size: 11.3 mm x 7.1 mm, equivalent to 1/1.2" (13.3 mm diagonal) Spectral range: With protection glass app. 350 nm to 1000 nm Quantum Efficiency 72% at 520 nm (including sensor cover slip) Max.

Selectable Resolution: H x V Binning Faktor (digital) 1920 x 1216 1x1 basic pixel count 960 x 608 2x2 640 x 404 3x3 480 x 304 4x4 384 x 240 5x5 Live frame rates (depending on hardware and software configuration): Exp. Time 1ms, H x V Frame Rate 1936 x 1460 >100 fps

Control signals: galvanic isolated I/O signals for exposure time, readout time, trigger ready, (i.e. for controlling external mechanical shutters), one trigger input for exposure control, 5V auxiliary voltage, GND Interface: USB 3.0, 300 MBytes/s, 3 m double-USB cable with USB 3.0/USB 2.0, Operating Systems: Windows 10 x64 Prof./Ultimate SP1 (ZEN 2 lite/pro/system)

C-Mount Adapter 60N C 1" 1.0x

Computer

• Microscopy Workstation Premium hp Z6 G4 Rev. 2 (O) - HP Z6 G4 Rev. 2 Workstation Windows 10 LTSC 2019 LSM 9 (O) System - Chipset: Intel C622 - Memory: max. 192 GB RAM - Memory Expansion Slots: 6 x DDR4, RDIMM, ECC, 2933 MHz Modules - PCI Express Connectors: 2 x PCI Express Generation 3 x16 1 x PCI Express Generation 3 x8 3 x PCI Express Generation 3 x4 - SSD: 1 x 512 GB M.2 NVMe - Hard Drives: 2 x 6 TB SATA 7200 rpm (configured as 6 TB RAID 1 hard drive) - Optical Storage: DVD +/- RW recorder for rewriteable - Power Supply: 100 - 127 V / 200 - 240 V / 50 - 60 Hz / 1000 W with country specific plug - Chassis Dimensions: (H x W x D): 445 x 169 x 465 mm - Rescue kit

• Software Features: ZEN 3.8

• System Self-Maintenance Tool, an easy-to-use software along with a calibration objective for maintaining optimal system performance by automated calibration routines.

• Smart Setup: Easy hardware control - adapts system configuration according to chosen dyes from a large database of fluorochromes. Different acquisition modes are suggested (e.g. Fastest or Best Signal).

• General Features

• 64-Bit operating system for efficient data handling and memory management of large datasets.

• Software programmability and automation with control over all image acquisition functions via high level computer language (VBA 6.4).

• Innovative concept for reproducing experiments in multi-user environments via the REUSE function which allows reactivation of all acquisition parameters necessary to reproduce an experiment, stored within each image.

• User-specific Workspace setups can be stored within the ZEN software according to the user’s needs and applications.

• Lambda Scanning Mode and Linear Unmixing are fully integrated into ZEN standard software.

• The Windows user login defines the user-specific LSM environment. Each user can have individual settings and will not disturb the other users. Easy administration via Windows.

Included Modules

• integrated 3D module permits innovative 3D renderings of the data.

• The Experiment Designer (MTS Experiments Macro) module permits heterogeneous complex, combined Time Series with changing acquisition configurations, autofocus, and bleach functions in any order.

• With Tiles & Positions module advanced tile scan options are available and neighboring, overlapping image stacks in reflection and fluorescent mode can be acquired and stitched together. Imaging up to 100x100 tiles is possible.

Processing of single images, Z-Stacks, Time Series, and Tiled images with the Shading Correction tool is available.

• Advanced processing via our segmentation analysis

• Built in Deconvolution

• Direct processing of Data for on the fly deconvolution and Airyscan processing

• Additional Software license key for offline processing – a floating license.

Airyscan 2 Super Resolution Detection

• Airyscan 2 is a detector for LSM 980 systems, comprising of 32-Channel GaAsP area detector Zoom optic to adapt illumination for different objective lenses and acquisition modes a microlens – array that provides a light fillfactor of > 95%.

• Different Modes of operation can be chosen: Superresolution (SR and Confocal sampling), and Multiplex modes (4Y, 8Y, see below). The Airyscan detector can be used as well as an additional GaAsP confocal detector.

• The Superresolution mode allows to increase the image resolution in all three dimensions. This resolution increase comes with an inherent improvement of the signal to noise ratio.

• 3D data: Lateral resolution of up to 120 nm and axial resolution of 350 nm at 488 nm excitation.

• 2D data: Lateral resolution of up to 120 nm at 488 nm excitation.

• 4-8 x increased sensitivity (compared to GaAsP-PMT detector of traditional confocal at 1

AU pinhole opening) Now with multiplex mode we look at speeds up to 47 fps at 512x 512.

• Confocal mode uses Airyscan 2 as an additional GaAsP detection channel in addition to the Quasar detector.

• Multiplex mode SR-4Y is easily accessible via a single button, that adjusts sampling and pixel size.

• In Multiplex mode 8Y, sampling and therefore achievable resolution is continuously adjustable from Confocal (1x Nyquist) to Superresolution (2x Nyquist).

• For ease of use, 2 sampling options are easily set with single buttons: Superresoultion and Confocal.

• This allows flexibility to setup the conditions for the experiment, depending on which resolution or acquisition speed is needed.

• The 4-8x enhanced Signal to Noise is preserved for high speed acquisition in Multiplex mode.

• Any fluorescent dye can be used for imaging, no changes in sample preparation technique are necessary.

• Laser line flexibility from 405 nm to 639 nm is available for covering the entire visible spectrum utilizing the lasers available from your LSM 980.

• Excitation with a multiphoton laser and detection with Airyscan 2 in all modes is possible.

• Acquisition strategies: Airyscan 2 can be used for all available multidimensional acquisition setups and the available combinations in ZEN software, e.g.: z-stack, multicolor, multiple positions, tiling, ROI, bleaching and photomanipulation experiments, and time-series.

Airtable

• Include 30x36 Table, RP,I325

Protect Premium Service (4 option years, 5 years total of coverage)

• Coverage for: Research Microscope motorized stage, Airyscan, LSM980 System, 405/440nm CW Laser, NIR Laser and NIR Detector

• One (1)* preventative maintenance inspection per agreement year. This includes all labor and travel associated with conducting this PM inspection visit. - All labor and travel related charges associated with any service visit in addition to the PM visit as may be required during the contract year, is included. - All covered replacement parts - #Scheduled and emergency service performed between the hours of 8:00 AM and 5:00 PM Monday through Friday excluding contractor holidays - Factory trained Field Service Engineers - Software Version upgrades available on an “as-issued” basis and will be offered upon request The software Version upgrade will pertain to minor version upgrades (i.e. 2.0 to 2.1) and do not include platform upgrades (i.e. AIM to ZEN or ZEN 2.X to ZEN 3.Y) The software installation will be covered under the service agreement, however standard time and material rates will apply for the installation of software upgrades to all off-line workstations

6. Quantity:

One (1) Confocal Microscope System.

7. Delivery Date:

The contractor shall deliver and install the required equipment within (16) sixteen weeks after receipt of order. On-site training must take place at the customer site within 1 week of equipment installation. Performance will be monitored by Confocal and Electron Microscopy Core staff. Instrument delivery and installation will be provided by qualified personnel to ensure that the instrument is properly installed and ready to use. This includes the physical setup, calibration and performance verification of the system. Initial customer training performed by certified and factory trained personnel.

Delivery Address:

Steven Zhang, Ph.D.

251 Bayview Blvd., Suite 200. Rm. 08A709 Baltimore MD, 21224 Ph: 443- 740-2698

8. Warranty:

The complete system will have a 12-month warranty. Under this warranty policy the travel and labor necessary to repair the instrument and all parts are provided by vendor at no cost to the customer. All service performed on this equipment shall be provided by certified and factory trained technicians. Contractor shall provide any required replacement components due to malfunctions on-site and will include all travel, parts and labor.

9. Period of Performance:

1 year warranty on all parts, labor and travel (including 1 Preventative Maintenance service visit) will start on award date.

Option Year 1 will include extended warranty.

Option Year 2 will include extended warranty.

Option Year 3 will include extended warranty.

Option Year 4 will include extended warranty.

10. Option(s): 4 option years for extended warranty

CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

Update per FAC 2023-01 Last updated: 12/2022

FAR 52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services (DEC 2022).

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

(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.

RFQ 75N95023Q00496 Attachment 2 - 52.212-4

(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

RFQ 75N95023Q00436 Attachment 2 - 52.212-4

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Reserved

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End 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)

Alternate I (Nov 2021) 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…