RFQ 75N95024Q00253.pdf

Solicitation No. 75N95024Q00253

Title: Custom Radiosynthesis of PET Ligands and Use of PET Facility

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

ii. The solicitation number is 75N95024Q00253 and the solicitation is issued as a Request for Quotation (RFQ) on an unrestricted basis, as a full and open requirement.

This acquisition is for a commercial item or service and is conducted under the authority of the Federal Acquisition Regulation (FAR) Part 13—Simplified Acquisition Procedures; FAR Subpart 13.5— Simplified Procedures for Certain Commercial Items; and FAR Part 12— Acquisition of Commercial Items, and is expected to exceed the simplified acquisition threshold. A time and materials 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 2024-06, dated 07-30-2024.

iv. The North American Industry Classification System (NAICS) code for this procurement is 541690 - Other Scientific and Technical Consulting Services with associated small business size standard of $19 million.

v. Line Items: NIDA anticipates the use of a Time and Materials / Labor Hour (T&M/LH) type contract as a result of this solicitation. If an award is made as a result of this solicitation, NIDA shall establish a ceiling price for the contract that the Contractor shall not exceed.

NIDA also anticipates the use of Options and Options Quantities in accordance with the Federal Acquisition Regulation (FAR) 52.217-7 Option for Increased Quantity – Separately Priced Line Items (Mar 1989); 52.217-8 Option to Extend Services (Nov 1999); and 52.217- 9 Option to Extend the Term of the Contract (Mar 2000).

It is anticipated that this contract will consist of a 12-month Base Period, with two (2) additional 12-month Option Periods. The contract will also include additional option quantities. This period of performance will allow for the greatest flexibility given the program needs and funding availability.

Below is a table that contains the line item number and description of the requirement for the anticipated award of the Base Period.

Line No. Description 1 FY24. Base Period. Custom Radiosynthesis of PET Ligands and Use of PET

Facility. 9/20/24 – 9/19/25.

vi. Description of Requirement: The objective of this contract is to: 1) prepare custom radiosynthesis of specific derivatives either with F18 or C11 on a weekly basis, 2) obtain an estimated 300 rats and/or mice (per contract year), 3) house said animals for the duration of the studies and 4) allow NIDA researchers to have access (approximately 10-50 hours total per year) to a small animal PET scanner to perform imaging of radiotracer distribution and occupancy in the rodent brain. The custom radiotracers will be utilized in ongoing experiments of NRB’s Molecular Neuropsychopharmacology Unit.

The objective is to synthesize several radiotracer derivatives, labeled with either F18, C11 or another radioisotope that will bind various targets. There is a specific need to have these PET tracers synthesized in close vicinity to NIDA-IRP so that we can have them available for immediate use in PET imaging experiments.

Due to their half-life (most commonly used radiotracers: 110 minutes for F18- and 20 min for C11-labeled PET tracers) NIDA needs a facility to be within 2 miles of the NIDA-IRP so that the PET tracers can be quickly transported for immediate use.

Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities not otherwise provided by the Government as needed to perform the Statement of Work below:

Task 1: The Contractor shall prepare radiosynthesis, including custom radiosynthesis, of specific derivatives using either C11 or F18 or other radioisotopes, as requested by the Government.

Task 2: The Contractor shall supply animals (e.g. mice or rats) to NIDA Researchers to use in the experiments.

Task 3: The Contractor shall provide food and housing of the small animals for the duration of each experiment. It is estimated that animals will need housing for up to approximately 3 weeks.

Task 4: The Contractor shall provide NIDA researchers with access to a small animal PET scanner to perform imaging of radiotracer distribution and occupancy in the rodent brain.

Refer to Attachment 1 - Statement of Work for additional details.

vii. Period of Performance:

The required period of performance is one year with two one-year option periods.

Base Year: September 20, 2024 through September 19, 2025 Option Year 1: September 20, 2025 through September 19, 2026 Option Year 2: September 20, 2026 through September 19, 2027

viii. The provision at FAR Clause 52.212-1 Instructions to Offerors—Commercial Items (Sep

2023) is applicable to this solicitation.

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

The Government will award a contract resulting from this solicitation to the responsible Offeror whose offer conforming to the solicitation will be most advantageous to the Government, i.e. this RFQ will be evaluated and award made on the basis of best value to the Government. Offeror’s submitting a response must provide a completed Price Quote to be evaluated and considered for award. Price quotes must indicate fixed unit pricing and total cost, including shipping cost and estimated time of delivery after receipt of order, and warranty and training considerations.

Technical evaluation shall be based on the following:

1. Mandatory Criteria:

The Offeror’s facility shall be within a 2-mile radius of the NIDA IRP Facility located at:

251 Bayview Blvd., Suite 200, Baltimore, MD 21224

Animal Welfare: The Offeror must demonstrate its understanding and compliance with the NIH Guide for Care and Use of Laboratory Animals. The Offeror shall submit evidence that its proposal was reviewed and approved by the Institution’s Animal Care and Use Committee (IACUC).

2. Technical Approach

NIDA shall evaluate:

a. The Offeror’s proposal shall address each area of the statement of work requirements in sufficient detail to demonstrate a clear understanding of the efforts to be performed and the skill level required to perform them.

b. The Offeror shall be able to prepare custom radiosynthesis of specific derivatives using either C11, F18 or another radioisotope within 2-3 weeks of submitted requests.

c. The Offeror shall be able to supply animals to NIDA Researchers to use in the experiments and house them for the duration of each experiment (length of time to be determined by NIDA researchers).

d. Provide NIDA researchers with access to a small animal PET scanner to perform imaging of radiotracer distribution and occupancy in the rodent brain.

3. Past Performance

a. NIDA will evaluate the Offeror’s demonstrated capabilities and past performance on a contract with similar requirements in the areas covered by the Statement of Work.

The award will be made on a competitive best value basis, using “tradeoff” among cost/price and non-cost/price factors. The Government may elect to award to other than the lowest priced Offeror, or other than the Offeror with the highest rated non-cost/price proposal. In either case, a tradeoff will be conducted. The government reserves such right of flexibility in conducting the evaluation as necessary to assure an award with the Contractor providing the best value to the government.

The major evaluation factors for this solicitation include technical and cost/price factors.

Interrelationships of these elements will be assessed consistent with the regulations concerning the considerations of cost and other factors in determining contract award.

Technical factors are of paramount consideration in the award of the contract, however cost/price is also important to the overall contract award decision. Therefore, Offerors are reminded that award will be made to the Offeror whose proposal provides the combination of features that offers the best or greatest overall value to the Government.

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

(b) Options. Options and Option Quantities should be priced separately from the Base Requirement. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced.

Evaluation of options shall not obligate the Government to exercise the option(s).

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

x. The Offeror is to include a completed copy of the provision at FAR clause 52.212-3, Offeror Representations and Certifications—Commercial Items, with its offer. Offerors must include the representation at 52.204-24 if it is not in in their completed FAR Representations and Certifications. A copy of that representation is attached as Attachment 2 - Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

xi. The provision at FAR Clause 52.212-4, Contract Terms and Conditions—Commercial Items, applies to this acquisition and is supplemented by Attachment 4 - 52.212-4 Addendum and Supplemental Clauses.

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.

xiii. The following additional contract requirement(s) or terms and conditions as determined by the Contracting Officer are necessary for this acquisition and consistent with customary commercial practices. Additional contract requirement(s) or terms and conditions determined by the Contracting Officer to be necessary for this acquisition are supplemented by the following attachments:

Attachment 1 – Statement of Work Attachment 2 - 52.212-4 Contract Terms and Conditions – Commercial Items (October

2018) Attachment 3 - 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders-Commercial Items.

Attachment 4 - Invoicing Instructions

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

xv. Responses to this solicitation must include sufficient information to establish the interested parties’ bona-fide capabilities of providing the product or service. Responses to this solicitation must include clear and convincing evidence of the Offeror’s capability of fulfilling the requirement as it relates to the government requirements stated in this solicitation. The Offeror's technical approach shall indicate compliance with the Scope of Work, and describe an essential understanding of the requirements involved in accomplishing the work. Please also include with your technical proposal sufficient information (including contract numbers, if applicable) to demonstrate performance of a contract with similar requirements to those outlined in the Scope of Work.

A detailed work plan may be submitted indicating how each aspect of the statement of work is to be accomplished. Your technical approach should be in as much detail as you consider necessary to fully explain your proposed technical approach or method. The technical plan should reflect a clear understanding of the nature of the work being undertaken. The technical approach should include information on how the project is to be organized, staffed, and managed. Information should be provided which will demonstrate your understanding and management of important events or tasks.

The technical plan shall include:

Technical Approach of how the work will be performed.

A milestone schedule and timelines for the project, indicating the estimated period of performance for each task.

Facilities and /or resources used.

The business quote must include the labor categories, an estimate of the number of hours required for each labor category, fully loaded fixed hourly rate or each labor category, breakdown and rationale for other direct costs or materials, and the ceiling price, as a Time and Materials type of purchase order is contemplated for this requirement. The proposal should include unit pricing for access to the small animal PET scanner, animals and their housing, and fully loaded labor hours for the production of radiotracers, along with any other required materials costs.

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 services (see section x. above).

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

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.

Questions may be submitted to Shaun Rostad and Josh Lazarus at shaun.rostad@nih.gov and josh.lazarus@nih.gov up to August 12th, 2024 at 1:00 p.m. Eastern Standard Time.

All responses must be received no later than August 21st, 2024, 1:00 PM EST. Late responses may not be accepted. All responses must reference solicitation number 75N95024Q00253. Responses must be submitted electronically to shaun.rostad@nih.gov.

Facsimile responses will not be accepted. For information regarding this solicitation, please contact Shaun Rostad by email at shaun.rostad@nih.gov or by phone at 301-443-6677.

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

STATEMENT OF WORK (SERVICES)

(SOW)

GENERAL INFORMATION

Title of Project:

Custom radiosynthesis of PET ligands and use of PET facility

Statement of Need and Purpose:

The Intramural Research Program (IRP) of the National Institute on Drug Abuse (NIDA) Neuroimaging Research Branch (NRB) neuroscientists’ research requires in vivo imaging of the brain and its molecular processes in a way that parallels human imaging research. The purpose of this acquisition is to acquire a service contract to support the NIDA-IRP Biobehavioral Imaging and Molecular Neuropsychopharmacology Unit.

Background Information and Objective:

Positron Emission Tomography (PET) is a non-invasive imaging technique that enables picomolar detection (i.e. the highest sensitivity among all non-invasive imaging modalities available) of molecular processes in a living animal. PET compound radiosynthesis requires dedicated instrumentation and skillset which the NIDA-IRP does not have.

The objective of this contract is to: 1) prepare custom radiosynthesis of specific derivatives either with F18 or C11 on a weekly basis, 2) obtain an estimated 300 rats and/or mice (per contract year), 3) house said animals for the duration of the studies and 4) allow NIDA researchers to have access (approximately 10-50 hours total per year) to a small animal PET scanner to perform imaging of radiotracer distribution and occupancy in the rodent brain. The custom radiotracers will be utilized in ongoing experiments of NRB’s Molecular Neuropsychopharmacology Unit. The objective is to synthesize several radiotracer derivatives, labeled with either F18, C11 or another radioisotope that will bind various targets. There is a specific need to have these PET tracers synthesized in close vicinity to NIDA-IRP so that we can have them available for immediate use in PET imaging experiments. Due to their half-life (most commonly used radiotracers: 110 minutes for F18- and 20 min for C11-labeled PET tracers) NIDA needs a facility to be within 2 miles of the NIDA-IRP so that the PET tracers can be quickly transported for immediate use.

Period of Performance:

The required period of performance is one year with two option years.

Base Period: September 20, 2024 – September 19, 2025

Option Period 1: September 20, 2025 – September 19, 2026

Option Period 2: September 20, 2026 – September 19, 2027

Attachment 1 - Statement of Work

SCOPE OF WORK

General Requirements:

Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities not otherwise provided by the Government as needed to perform the Statement of Work below:

Task 1: The Contractor shall prepare radiosynthesis, including custom radiosynthesis, of specific derivatives using either C11 or F18 or other radioisotopes, as requested by the Government.

Task 2: The Contractor shall supply animals (e.g. mice or rats) to NIDA Researchers to use in the experiments.

Task 3: The Contractor shall provide food and housing of the small animals for the duration of each experiment. It is estimated that animals will need housing for up to approximately 3 weeks.

Task 4: The Contractor shall provide NIDA researchers with access to a small animal PET scanner to perform imaging of radiotracer distribution and occupancy in the rodent brain.

Specific Requirements:

Specifically, the Contractor shall:

For Task 1:

Prepare routine and custom radiosynthesis compounds in accordance with the type, amount and required date of delivery of radiochemical specified in the Government’s request. The Government will give a lead time of at least 2-3 weeks estimated per request.

Notify the Government when the synthesized ligands are available for use within five minutes of completing synthesis.

For Task 2:

Provide the Government with rats or mice as specified by the Government (an estimated

300 animals per contract year) for use in experiments.

For Task 3:

Provide housing to each animal for approximately up to 3 weeks. Animals will be requested by the Government by the amount, which will vary by experiment, and will be specified at the time of the request.

For Task 4:

Provide NIDA researchers with access to a small animal PET scanner during the period of performance (an estimated 50 hours required per contract year).

Provide all electronic data files produced from the PET scans to the Government within twenty-four hours after scanning is complete.

ESTIMATED EFFORT:

It is estimated that the effort required for full performance of this contract would be one (1) part time radiochemist (between 520-1,250 hours is estimated), not including effort incidental to animal procurement and care.

OPTION QUANTITIES:

As required for the work described under Tasks 1-4, the Contractor shall provide additional labor and materials in the following increments for each option period:

Option Quantity (Contract Type:

Time & Materials)

Maximum Number of Units

Ceiling Amount Per Unit

Total Amount (if all Options are Exercised)

Option Quantity A 20 $1,000 $20,000 Option Quantity B 15 $5,000 $75,000 Option Quantity C 5 $10,000 $50,000 Option Quantity D 3 $20,000 $60,000

GOVERNMENT RESPONSIBILITIES

The Government shall send specific requests detailing the type and amount of radiochemical required (e.g. in mCi) and will include the requested delivery date.

The Government shall also request the number of rats or mice needed at separate timepoints throughout the period of performance. The number and type of animal will vary by experiment and will be specified at the time of each request but it is estimated that approximately 300 total rodents will be required per contract year.

DELIVERY OR DELIVERABLES

Deliverables shall include rats or mice, as specified by the Government, and housing for up to approximately 3 weeks per animal. Animals shall arrive at the facility within one to two weeks of placing the order.

The radiotracers themselves are deliverables as are all electronic data files which correspond to the PET scanned animals (scan files such as list, sonogram and img files). These shall be provided to the Government within twenty-four hours of scanning. Additionally, all other information regarding dose administration and animal information shall also be provided within the same time frame.

REPORTING REQUIREMENTS

No formal reports will be required, but all electronic data files which correspond to the PET scanned animals (scan files such as list, sinogram and img files) will be required for each scan.

Key Personnel:

A radiochemist is required for the synthesis of radiotracers.

KEY PERSONNEL, HHSAR 352.237-75 (December 2015) The key personnel specified in this contract are considered to be essential to work performance.

At least 30 days prior to the contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements). If the employee of the contractor is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide the maximum notice practicable under the circumstances.

The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the Contracting Officer. The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.

Information System Security Plan:

Not Applicable. The Contractor will not be accessing any government systems.

Data Rights:

NIDA IRP shall have unlimited rights to and ownership of all deliverables provided under this purchase order. In addition, it includes any additional deliverables required by contract change.

The definition of “unlimited rights” is contained in Federal Acquisition Regulation (FAR) 27.401, “Definitions.” FAR clause 52.227-14, “Rights in Data-General,” is hereby incorporated by reference and made a part of this contract/order.

Section 508—Electronic and Information Technology Standards:

The Contractor is required to develop and provide to the Government all electronic data files and storage for these files which correspond to the PET scanned animals (scan files such as listmode, sinogram and img files) will be required for each scan. No public facing data or reports will be provided by the Contractor.

Confidentiality of Information:

All electronic data files and storage for these files which correspond to the PET scanned animals (scan files such as list, sonogram and img files) are to be considered confidential and property of the Government and the Contractor may not release, disclose, disseminate, or publish this information to anyone other than the Government.

FAR 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (NOV 2023)

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

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

and

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

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

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

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

Attachment 2 - 52.212-4 Contract Terms and ConditionsAttachment 1 - Statement of Work

(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

Attachment 2 - 52.212-4 Contract Terms and Conditions

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

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

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

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

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

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

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

Addenda to FAR 52.212-4

FAR 52.242-15 Stop-Work Order (AUG 1989()

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

FAR 52.217-5 Evaluation of Options (JULY 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

FAR 52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 calendar days before the contract expires.

FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000) https://www.acquisition.gov/far/part-17#FAR_17_206

(a) The Government may extend the term of this contract by written notice to the Contractor; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 calendar 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 five years.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (May 2024)

[Contracting officer check as appropriate.]

Attachment 3 - 52.212-5 Contract Terms and Conditions https://www.acquisition.gov/far/52.203-6 https://www.acquisition.gov/far/52.203-13 https://www.acquisition.gov/far/52.203-15 https://www.acquisition.gov/far/52.204-10 https://www.acquisition.gov/far/52.204-14 https://www.acquisition.gov/far/52.204-15 https://www.acquisition.gov/far/52.204-28 https://www.acquisition.gov/far/52.204-27 https://www.acquisition.gov/far/52.203-17 https://www.acquisition.gov/far/52.204-30

Attachment 3 - 52.212-5 Contract Terms and Conditions https://www.acquisition.gov/far/52.219-4 https://www.acquisition.gov/far/52.219-6 https://www.acquisition.gov/far/52.219-7 https://www.acquisition.gov/far/52.219-8 https://www.acquisition.gov/far/52.219-9 https://www.acquisition.gov/far/52.219-13 https://www.acquisition.gov/far/52.219-14 https://www.acquisition.gov/far/52.219-16 https://www.acquisition.gov/far/52.219-27 https://www.acquisition.gov/far/52.219-28 https://www.acquisition.gov/far/52.219-29 https://www.acquisition.gov/far/52.219-30 https://www.acquisition.gov/far/52.219-32 https://www.acquisition.gov/far/52.219-33 https://www.acquisition.gov/far/52.219-3 https://www.acquisition.gov/far/52.209-9 https://www.acquisition.gov/far/52.209-6 https://www.acquisition.gov/far/52.209-9 https://www.acquisition.gov/far/52.222-3 https://www.acquisition.gov/far/52.222-21 https://www.acquisition.gov/far/52.222-26 https://www.acquisition.gov/far/52.222-35 https://www.acquisition.gov/far/52.222-36 https://www.acquisition.gov/far/52.222-37 https://www.acquisition.gov/far/52.222-40 https://www.acquisition.gov/far/52.222-50 https://www.acquisition.gov/far/52.222-54 https://www.acquisition.gov/far/52.223-9 https://www.acquisition.gov/far/52.223-11 https://www.acquisition.gov/far/52.223-12 https://www.acquisition.gov/far/52.223-20 https://www.acquisition.gov/far/52.223-21 https://www.acquisition.gov/far/52.223-23 https://www.acquisition.gov/far/52.222-19 https://www.acquisition.gov/far/52.224-3 https://www.acquisition.gov/far/52.225-1 https://www.acquisition.gov/far/52.225-3 https://www.acquisition.gov/far/52.225-5 https://www.acquisition.gov/far/52.225-13 https://www.acquisition.gov/far/52.225-26 https://www.acquisition.gov/far/52.226-4 https://www.acquisition.gov/far/52.226-5 https://www.acquisition.gov/far/52.232-29 https://www.acquisition.gov/far/52.232-30 https://www.acquisition.gov/far/52.232-33 https://www.acquisition.gov/far/52.232-34 https://www.acquisition.gov/far/52.232-36 https://www.acquisition.gov/far/52.239-1 https://www.acquisition.gov/far/52.242-5 https://www.acquisition.gov/far/52.229-12 https://www.acquisition.gov/far/52.226-8 https://www.acquisition.gov/far/52.222-41 https://www.acquisition.gov/far/52.222-42 https://www.acquisition.gov/far/52.222-43 https://www.acquisition.gov/far/52.222-44 https://www.acquisition.gov/far/52.222-51 https://www.acquisition.gov/far/52.222-53 https://www.acquisition.gov/far/52.222-55 https://www.acquisition.gov/far/52.222-62 https://www.acquisition.gov/far/52.226-6 https://www.acquisition.gov/far/52.247-64

FAR 52.212-5 as of FAC 2024-05 (5/22/2024) Edited 5/22/2024

Updated on March 21, 2023

Invoice and Payment Provisions (Vendor has Transitioned to IPP)

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

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

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

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

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

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

4. Invoice date.

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

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

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

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

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

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

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

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

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

Attachment 4 - Invoice and Payment Provisions

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

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

B. The Contractor shall submit invoices to the Department of Treasury’s Invoice Processing Platform (IPP) at https://www.ipp.gov with a copy to the approving official, as directed below.

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

Approving Official: Contracting Officer Name- Email Address-

Contracting Officer…