RFQ NIDA 75N95095020Q00091.pdf

REQUEST NUMBER: 75N95020Q00091

DATE ISSUED: June 26, 2020

ISSUED BY CONTRACTING OFFICE:

NIDA Section Contracts Management Branch Red Office of Acquisition National Institute on Drug Abuse National Institutes of Health

301 N STONE STREET, MSC 6012

Bethesda, Maryland 20892-9559*

FOR INFORMATION CONTACT:

Andrew Varley, Contract Specialist Email Andrew.Varley@nih.gov , Phone: 301-827-5851

NORTH AMERICAN CLASSIFICATION SYSTEM (NAICS) CODE:

811219 – Other Electronic and Precision Equipment Repair and Maintenance

SMALL BUSINESS SIZE STANDARD:

$22 Million

SET-ASIDE STATUS:

Unrestricted

Competition Status:

This requirement is solicited on a non-competitive (sole source) basis.

DATE QUOTATION DUE: Resume here All responses to this request for quote must be received by 4:00 PM Eastern Standard Time, on July 1, 2020 and must reference the request number cited above. Responses must be submitted electronically to the contact person cited above. Fax and hard copy responses will not be accepted.

mailto:Andrew.Varley@nih.gov

IMPORTANT:

This is a request for information and quotations furnished are not offers. If you are unable to quote, please so indicate in a reply email to the contract specialist cited herein. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or service. Supplies are of domestic origin unless otherwise indicated by offeror. Any representations and/or certifications attached to this Request for Quotation must be completed by the offeror.

(i) This is a solicitation for commercial services and 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 75N95020Q00091 and the solicitation is issued as a Request for Quotation (RFQ) on a restricted basis, on a non-competitive (sole source) basis under the authority of 10 U.S.C. 2304(c)(1) and 41 U.S.C. 3304(a)(1) under provisions of the statutory authority of FAR Subpart 6.302-1 – only one responsible source and no other supplies or services will satisfy agency requirements. A fixed price purchase order is contemplated for this requirement.

This acquisition is for a commercial item or service and is conducted under the procedures as prescribed in FAR subpart 13.5—Simplified Procedures for Certain Commercial Items and FAR subpart 12—Acquisition of Commercial Items at an amount exceeding the SAT, and not exceeding $7 million.

The solicitation document, the incorporated provisions and clauses are those in effect through the Federal Acquisition Circular (FAC) 2020-06 dated 05-06-2020.

DESCRIPTION

Title of Project:

Protect Premium Service Agreement on ZEISS LSM880 and Axio Observer 7 Microscopes.

Background Information:

The mission of the Intramural Research Program (IRP) of the National Institute on Drug Abuse is to conduct state-of-the-art research on basic mechanisms that underlie drug abuse and addiction, and to develop new methods for the treatment of drug abuse and addiction.

Research is supported at the molecular, genetic, cellular, animal, and clinical levels and is conceptually integrated, highly innovate, and focused on major problems in the field. The long-term goal of the research is to better understand the biological and behavioral factors contributing to initiation, maintenance, and elimination of drug abuse and addiction (and associated diseases), and to translate this knowledge into improved strategies for preventing, treating, and reducing the negative consequences for the individual and for society caused by drug abuse and addiction.

The goal of the Neuroimaging Research Branch (NRB) is to better understand the neurobiological antecedents of illicit drug use and abuse, the neuronal consequences of short and long-term drug use and the potential reversibility of these neuroadaptations. The major paradigm employed towards this goal is the development and application of novel neuroimaging tools, predominately MRI based but also employing PET and EEG, applied together with behavioral, cognitive and pharmacological manipulations and genetic investigations in both preclinical and human based protocols. Advanced MRI acquisition pulse sequences and novel analysis strategies are developed and applied in both human and preclinical models in an integrated translational approach to understand the causations of drug taking along with the acute and long-term consequences of such use. Healthy, disease free individuals and those with various drug dependence disorders are studied. The long-term objective of this research is to inform the development of better behavioral and pharmacological interventions to treat substance abuse and help prevent vulnerable individuals from initiating drug use.

Purpose or Objective of the Requirement:

The purpose of this acquisition is to provide the National Institute on Drug Abuse (NIDA) with a preventative maintenance and service agreement for the ZEISS LSM 880 and Axio Observer 7 microscopes.

Period of Performance:

NIDA anticipates a firm fixed price purchase order. This requirement shall consist of a 12-month base period and (4) 12-month option periods. The estimated period of performance shall be as follows:

Base Period: August 3, 2020 – August 2, 2021 Option Period 1: August 3, 2021 – August 2, 2022 Option Period 2: August 3, 2022 – August 2, 2023 Option Period 3: August 3, 2023 – August 2, 2024 Option Period 4: August 3, 2024 – August 2, 2025

General Requirements:

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

The Contractor shall provide: Preventative Maintenance

1. Preventative Maintenance and on-demand repair services for the ZEISS LSM 880 and Axio

Observer 7 microscopes (Serial #2850000342). Requirements included in the scope of the work include:

• Instrument software updates

• Preventative maintenance inspections, including one (1) planned PM/year

• Technical telephone consulting available during normal business hours

• Unlimited on-site service visits when requested

2. The Contractor shall schedule and perform on-site preventative maintenance from 8:00am

– 5:00pm Monday through Friday excluding holidays.

Specific Requirements:

Due to the critical nature of these units, the Contractor must ensure the following:

• 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.

• 10% Discount on Consumable Purchases.

• 10% Discount on Instrument Upgrades.

• Software version upgrades when available for LSM, EM, and XRM service agreements

(excludes platform upgrades).

• Scheduled and emergency service performed between the hours of 8:00 AM and 5:00

PM Monday through Friday excluding contractor holidays.

• Factory trained Customer Support Engineers.

• Software version upgrades are available on an “as-issued” basis and will be offered upon request. The software upgrades will pertain to minor version upgrades (i.e. 2.0 to 2.1) and do not include platform upgrades (i.e. AIM to ZEN).

• 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.

Contractor shall have access to proprietary parts and test instrumentation for effective repair in case of malfunction. Technical performance requirements include system coverage on the subject equipment by Original Equipment Manufacturer (OEM) factory-trained, authorized technicians and providers of any required parts and software or proprietary diagnostic software and software enhancements must be OEM certified (new or like-new) and compatible with the subject equipment.

Contractor shall be required to provide written progress reports in achieving this statement of work during the period of performance. The original documentation shall be provided by the vendor to show they completed service on the instrument and should document technical progress with the POC.

Service shall include labor and parts coverage, extended coverage hours, on-site labor response, technical telephone response (call-back to schedule), and planned maintenance, diagnostics software license and service documentation, and preferred labor rate.

Key Personnel Requirements:

Key personnel must be original equipment manufacturer (OEM) factory-trained, authorized technicians.

GOVERNMENT RESPONSIBILITIES

The government owns the scientific instrumentation. The field service technician will be required to notify the POC from the NIDA/IRP for access to the Neuroimaging Research Branch.

The unit is housed at NIDA-IRP, located at the Biomedical Research Center (BRC) at 251 Bayview Boulevard, Suite 200, Baltimore, Maryland 21224.

DELIVERY OR DELIVERABLES

Documentation shall be provided by the vendor to show they completed the preventative service on the equipment and left with the COR or POC. The service technician is to present a service ticket that briefly details the work performed during the service visit to the POC for signature and a copy of the ticket is to be left with the POC.

A detailed written report of any service is to be submitted to the Contracting Officer’s Representative, or a delegated entity, within 24 hours of service being performed.

QUOTER TERMS AND CONDITIONS (To be completed by the contractor):

1. Period of Performance: __________ through ____________

2. Any payment discount terms: _________

3. Open Market; GSA FSS Contract Number; Other Government Agency (OGA) Contract Number, Government-wide Agency (GWAC) Contract Number; or National Institute of Health (NIH) Blanket Purchase Agreement (BPA) Number: _____________

4. DUNS No: ____________

5. Name of Company: _______________

6. Street Address, City, State, Zip code: _______

7. Name of Person Authorized to Provide Quote: _____________

8. Telephone Number and Email Address of Person Authorized to Provide Quote: ______

9. Description of personnel to provide services

EVALUATION FACTORS FOR AWARD

The Government plans to award a contract resulting from this solicitation. The resulting award will be made to the responsible offeror whose offer will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate quotations: Technical Capability, Past Performance, and Price. Comparative evaluations will be conducted if multiple quotations are received.

TECHNICAL CRITERIA

The purpose and objective of this requirement is to issue an order for the services as outlined in the SOW. Quotes will be evaluated against the evaluation factors identified below. Offerors must submit information sufficient to evaluate their quote-proposal based on the detailed evaluation factors.

1. Technical Approach:

a) NIDA will evaluate the offeror's quote in terms of whether or not the offeror is an authorized reseller of the Zeiss LLC microscope and can provide the Service Maintenance Agreement.

b) NIDA will evaluate the offeror's quote in terms of how well it demonstrates the offeror's ability to meet the prescribed timeline.

2. Past Performance:

a) Offerors must demonstrate relevant and recent performance of the offeror and any proposed subcontractors on current and past contracts of similar size, scope.

"Relevant" means active or completed contracts that required offeror to evaluate and repair and/or install associated hardware and software for the Neuroimaging Research Branch (NRB).

3. Key Personnel:

a) NIDA will evaluate proposed personnel and consultants, if any, on their experience and ability to provide authorized Zeiss, LLC. trained technicians which will perform preventative maintenance and on-demand repair services for the ZEISS LSM 880 and Axio Observer 7 microscopes (Serial#2850000342) for the NIDA Intramural Research Program (IRP) at the Johns Hopkins Bayview Medical Center Campus.

ADDITIONAL TERMS AND CONDITIONS, PROVISIONS, AND REPRESENTATIONS

The FAR Clauses are incorporated by reference and are provided in full text at https://www.acquisition.gov/

1. The provisions of FAR Clause 52.212-1 Instructions to Offerors—Commercial Items (JUN

2020) is applicable to this solicitation.

2. The provisions of FAR Clause 52.212.2 Evaluation—Commercial Items (Oct 2014) is applicable to this solicitation.

3. The provisions of FAR Clause 52.212-3, Offeror Representations and Certifications—

Commercial Items (JUN 2020), is applicable to this solicitation. An offeror shall complete only paragraphs (b) of this provision if the offeror has completed the annual representations and certificates electronically via http://www.sam.gov. If an offeror has not completed the annual representations and certifications electronically at the System for Award Management (SAM) website, the offeror shall complete only paragraphs (c) through (p) of this provision.

4. The provisions of FAR Clause 52.212-4, Contract Terms and Conditions—Commercial Items (OCT 2018) with Addenda: Stop Work Order, FAR Clause 52.242-15 (August 1989) is applicable to this solicitation. See attachment #1

5. The provisions of FAR clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (JUN 2020) is applicable to this solicitation. See attachment #1

The following are additional contract clauses:

FAR 52.222-53, Exemption from Application of the Service Contract Labor

Standards to Contracts for Certain Services—Requirements FAR 52.225-25 Prohibition on Contracting with Entities Engaging in Certain

Activities or Transactions Relating to Iran—Representation and Certifications FAR 52.232-39 Unenforceability of Unauthorized Obligations FAR 52.217-9, Option to Extend the Term of the Contract FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and

Video Surveillance Services or Equipment https://www.acquisition.gov/

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

Confidentiality of Information: The service contractor will hold in confidence and not disclose any information they obtain by means which is designated by NIDA-IRP as confidential or proprietary. The service contractor will use reasonable efforts to protect against any such disclosure.

Contracting Officer’s Representative:

To be provided at time of contract award.

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

The Government may unilaterally change the COR designation at any time throughout the performance period of this contract through modification of Article G.3.

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 as it relates to FAR Subpart 15.304 Evaluation Factors (Price or Cost; Past Performance; Technical Factors / Criteria).

(a) 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, price and other factors considered. The following factors shall be used to evaluate offers: technical criteria, price, and non-price factors. The technical criteria are; technical approach, past performance, key personnel.

Although technical factors are of paramount consideration in the award, price is also important to the overall award decision. All evaluation factors other than price, when combined, are significantly more important than price. However, price may become a critical factor in source selection in the event two or more offerors are determined to be essentially equal following the evaluation of all factors other than price.

(b) 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.

Responses to this solicitation must include clear and convincing evidence of the Offeror’s capability of fulfilling the requirement as it relates to the technical evaluation criteria. Offerors may respond with a proposal indicating their ability to provide the technical specifications stated in this solicitation. Responses will be evaluated based on the contractor’s ability to meet the government’s requirements stated in this notice and on ability to deliver required services and supplies.

(xi) The provision of FAR Clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders Commercial Items, applies to this acquisition. See attachment.

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

Responses to this solicitation must include sufficient information to establish the interested parties’ bona-fide capabilities of providing the product or service. Responses to this solicitation must include clear and convincing evidence of the Offeror’s capability of fulfilling the requirement as it relates to the government requirements stated in this solicitation. The Offeror's technical approach shall indicate compliance with the Scope of Work and describe an essential understanding of the requirements involved in accomplishing the work.

Basic cost and price information in the Offeror’s quote must contain sufficient information to allow the Government to perform a basic analysis of the reasonableness of the price and the ability of the Offeror to supply the required services. Any other information or factors that may be considered in the award decision may include such factors as: past performance; special features required for effective service coverage; trade-in considerations; warranty considerations; maintenance and service coverage availability; serial, product or catalog number(s); product description; delivery terms, and prompt payment discount terms.

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

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

In addition, the Dun & Bradstreet Number (DUNS), the Taxpayer Identification Number (TIN), and the certification of business size must be included in the response. All Offerors must have an active registration in the System for Award Management (SAM) www.sam.gov.

SUMMARY STATEMENT:

Responses to this notice must include sufficient information to establish the interested parties’ bona-fide capabilities of providing the product or service. The response shall include: the unit price, list price, shipping and handling costs, delivery days after contract award, delivery terms, prompt payment discount terms, F.O.B. Point (Destination or Origin), product or catalog number(s); product description; and any other information or factors that may be considered in the award decision. Such factors may include: past performance; special features required for effective program performance; trade-in considerations; probable life of the item selected as compared with that of a comparable item; warranty considerations; maintenance availability;

and environmental and energy efficiency considerations.

http://www.sam.gov/

REQUEST FOR QUOTATION – ATTACHMENT 1

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018), WITH ADDENDA

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572 any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

and

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232- 34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

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

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 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— http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2033_2.html#wp1079912

(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 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031290 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031326 percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

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

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

https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217

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

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

(u) Unauthorized Obligations

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

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

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

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

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

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

(End of clause)

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

https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_8.html#wp1029202 https://www.acquisition.gov/

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

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

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

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

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

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

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

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

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

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

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

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

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

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

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) Materials means—

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

https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

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

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

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

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

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

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

(i) Hourly rate.

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

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

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

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

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

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

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

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

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

(ii) Materials.

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

(1) Has made payments for…