RFQ75N95022Q00180.pdf

RFQ No. 75N95022Q00180 Solicitation

Solicitation No. 75N95022Q00180 Title: Freezer Sample Management Software Program

1. 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.

2. The solicitation number is 75N95022Q00180 and the solicitation is issued as a Request for Quotation (RFQ).

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

3. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2022-05, dated 03-07-2022.

4. The North American Industry Classification System (NAICS) code for this procurement is 511210 – Software Publishers. The small business size standard is $41,500,00. This requirement is a total small business set aside. Only those socio-economic business concerns that meet the NAICS code size standard will be considered for the award.

5. NIDA anticipates the use of a Firm-Fixed-Price type contract as a result of this solicitation.

This acquisition shall consist of the following brand name or equal requirements:

Line 1 – Product Code: 21AN-CS. Product: Freezerworks 2021: Ascent Edition, Server.

Description: This license allows for a single server instance Freezerworks, consisting of a server application and an optional web server. Client access is granted based on the number of named user licenses owned. Quantity: 1.

Line 2 – Product Code: UAS-01. Product: Ascent Standard Named User -1. Description: This license provides users running either the installed client or web browser interface with full access to Freezerworks. Quantity: 7.

Line 3 – Product Code: UAL-25. Product: Ascent Lite Named Users - 25. Description: This license grants named web-users read-only access, search, reporting, data export, and requisition capabilities. Quantity: 1.

Line 4 – Product Code: IMPASSIST. Product: Implementation Assistance. Description: Remote Implementation Assistance with a Support Specialist, including installation guidance and the configuration of basic fields and forms. Quantity: 1.

Line 5 – Product Code: CCP-1ST. Product: Customer Care Program - 1st Year. Description:

First year of Freezerworks support and upgrades. Support services provide unlimited access to product support team. Upgrades include both maintenance and new version releases of currently owned software edition. Quantity: 1.

NIDA also anticipates the use of Options in accordance with the Federal Acquisition Regulation 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 four (4) additional 12-month Option Periods for the Customer Care Program. This period of performance will allow for the greatest flexibility given the program needs and funding availability. The estimated period of performance for the Customer Care Program shall be as follows:

1. Base Period – May 1, 2022 through April 30, 2023;

2. Option Period 1 – Customer Care Program. May 1, 2023 through April 30, 2024 Quantity: 1;

3. Option Period 2 – Customer Care Program. May 1, 2024 through April 30, 2025 Quantity: 1;

4. Option Period 3 – Customer Care Program. May 1, 2025 through April 30, 2026 Quantity: 1;

5. Option Period 4 – Customer Care Program. May 1, 2026 through April 30, 2027 Quantity: 1.

All offerors should separately list the proposed prices for each Customer Care Program for Option Periods 1 through 4.

6. The National Institute on Drug Abuse (NIDA) Intramural Research Program (IRP) requires a freezer sample management software program with desktop and web client features, and the ability for concurrent users, equivalent to Freezerworks 2021: Ascent Edition (brand name or equal) to provide a sample-centric rather than freezer-centric approach to sample management.

The required program and design shall allow NIDA IRP laboratories to begin its data entry and management from the perspective of the sample, then go to the freezer to assign locations. The freezer sample management software program shall possess all the features necessary for effective and fully annotated sample management. The program shall support Group features to provide multi-tenancy options with security. Each Group must have access and manage its own freezers, screens, and formats. Aliquot movement shall be managed with workflow templates.

NIDA also requires customer support services with unlimited access to a product support team as well as upgrades which include both maintenance and new version releases of software. See Attachment 1 – Purchase Description, for additional details and salient characteristics.

7. Delivery shall be made 1 day After Receipt of Order (ARO) to:

Shelley Jackson Translational Analytical Core National Institute on Drug Abuse 251 Bayview Blvd, BRC Rm 01B216 Baltimore, MD 21224

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

9. 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 award resulting from this solicitation will be made to the responsible Offeror whose quote is most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate quotations: Technical Criteria including Past Performance, Price, and Options.

A tradeoff process shall be used for this acquisition because it has been determined to be in the best interest of the Government to consider award to other than the lowest priced Offeror or other than the highest technically rated offeror. All evaluation factors and significant sub-factors are listed below in terms of their relative importance. Technical Factors and Past Performance when combined, are significantly more important than price.

Technical Evaluation Criteria: The factors below are listed below in order of their relative importance for evaluation purposes.

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

b. Contract Management and Customer Support: NIDA shall evaluate the offeror’s ability to provide a high level of customer service, particularly in the area of initial responsiveness and resolution of device and service problems. Specifically, the Government will evaluate the Contractor’s capability to provide end-to-end, and available, current support for VMware vSphere, Microsoft Hyper-V, and Acropolis Hypervisor.

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

d. Past Performance: The Offeror shall provide past performance information. Past performance information shall cover a minimum of 1 year in relevant services and deliveries of comparable systems. The Offeror shall provide at least one reference for any project identified under the experience factor that has a performance period within the past three years. For each reference, the offeror shall provide: (1) Organization/ company/contracting partner's name; (2) Point of contact's (POC) name and contact information: Current phone numbers. Valid email address; (3) Description that precisely explains: General scope of the contract and the specific requirements of the contract. Offerors will be evaluated based on information obtained from references provided by the offeror, other relevant past performance information obtained from other sources known to the Government, and any information supplied by the offeror concerning problems encountered on the identified contracts and corrective action taken. Furthermore, the Government will assess the relative risks associated with each offeror. Performance risks are those associated with an offeror's likelihood of success in performing the acquisition requirements as indicated by that offeror's record of past performance. The assessment of performance risk is not intended to be the product of a mechanical or mathematical analysis of an offeror's performance on a list of contracts but rather the product of subjective judgment by the Government after it considers all available and relevant information.

Price Evaluation: Offerors price quote will be evaluated for reasonableness. For a price to be reasonable, it must represent a price to the government that a prudent person would pay when consideration is given to prices in the market. Normally, price reasonableness is established through adequate price competition, but may also be determined through cost and price analysis techniques.

Evaluation of Options: It is anticipated that any contract awarded from this solicitation will contain option quantities and periods. In accordance with FAR Clause 52.217-5, Evaluation of Options, (July 1990), the Government will evaluate offers for award purposes for price reasonableness and by adding the total price for all options to the total price for the basic requirement, except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests. Evaluation of option periods and/or quantities will not obligate the Government to exercise the options.

10. 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.

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

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

13. 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 – Product Description

Attachment 2 – Commercial Contract Terms and Conditions

Attachment 3 – Invoice Instructions Attachment 4 – FAR 52.204-24, Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020)

Furthermore, the Offeror shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

a. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

b. FAR 52.204-7, System for Award Management (Oct 2018)

c. FAR 52.204-16, Commercial and Government Entity Code Reporting (Aug 2020)

d. FAR 52.204-23, Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

e. FAR 52.204-24, Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020).

f. FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020).

g. FAR 52.204-26 Covered Telecommunications Equipment or Services-Representation (Oct 2020)

h. FAR 52.211-6, Brand Name or Equal (Aug 1999)

i. FAR 52.212-1, Instructions to Offerors-Commercial Items (Nov 2021)

j. FAR 52.212-3, Offeror Representations and Certifications-Commercial Items (Nov 2021)

k. FAR 52.225-2, Buy American Certificate (Feb 2021)

l. FAR 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

m. HHSAR 352.239-73, Electronic and Information Technology Accessibility Notice

(December 18, 2015)

n. HHSAR 352.232-71 Electronic Submission of Payment Requests (Feb 2022)

o. HHS reserves the right to exercise priorities and allocations authority with respect to this contract, to include rating this order in accordance with 45 CFR

p. FAR 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov

2015).

q. FAR 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

r. FAR 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws

108-77 and 108-78 (19 U.S.C. 3805 note)).

s. FAR Subpart 17.2 Option Provisions. Specifically,

a. FAR 52.217-5, Evaluation of Options

b. FAR 52.217-9, Option to Extend the Term of the Contract shall be incorporated in the contract.

14. This is not a rated order under the Defense Priorities and Allocations System (DPAS). The resultant purchase order will provide that HHS reserves the right to exercise priorities and allocations authority with respect to this contract, to include rating this order in accordance with 45 CFR Part 101, Subpart A—Health Resources Priorities and Allocations System.

15. The response to the combined synopsis/solicitation is due no later than April 14, 2022 at 1:00 P.M. Eastern Standard Time (EST). Quotes submitted after the deadline may not be considered. Late proposals may not be accepted.

The response must be submitted in a “read-only” electronic format to the Contracting Officer, Josh Lazarus at josh.lazarus@nih.gov. Offerors shall cite the RFQ number 75N95022Q00180 and the name of firm in the subject line of email submittal. Fax responses will not be accepted.

In addition, the Unique Entity ID (12-character alphanumeric ID assigned to an entity by

SAM.gov), 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.

16. Questions may be submitted to the Contracting Officer, Josh Lazarus at josh.lazarus@nih.gov.

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

PURCHASE DESCRIPTION

1. Statement of Need and Purpose: The purpose of this acquisition is to acquire a freezer sample management program that has both a desktop and web client feature and ability for concurrent users. The freezer sample management program is needed to allow multiple users/groups at NIDA-IRP to store/track samples over time in order to enhance sharing of the samples and improve longitudinal studies.

2. Background Information and Objective: The National Institute on Drug Abuse (NIDA), Intramural Research Program (IRP) mission 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. The Translational Analytical Core (TAC) at NIDA-IRP has a need to organize and store biological samples and assist othe groups at NIDA with this process in order to preserve samples and the details associated with these samples.

The use of a freezer sample management program will enhance the ability of TAC and other groups to organize samples and the information about the samples. It will allow for easy sharing of aliquots of the samples among researchers, increasing translational research and will aid in longitudal studies that can last for decades.

3. Generic Name of Product: Freezer sample management software program with desktop and web client features and ability for concurrent users.

4. Purchase Description: NIDA IRP requires a freezer sample management software program with desktop and web client features, and the ability for concurrent users, equivalent to Freezerworks 2021: Ascent Edition (brand name or equal) to provide a sample-centric rather than freezer-centric approach to sample management. The required program and design shall allow NIDA IRP laboratories to begin its data entry and management from the perspective of the sample, then go to the freezer to assign locations.

Freezer sample management software program shall possess all the features necessary for effective and fully annotated sample management. The program shall support Group features to provide multi-tenancy options with security. Each Group must have access and manage its own freezers, screens, and formats. Aliquot movement shall be managed with workflow templates. NIDA also requires customer support services with unlimited access to a product support team as well as upgrades which include both maintenance and new version releases of software.

5. Salient characteristics: The freezer sample management software program shall posses the following salient Characteristics:

Provide both desktop and web client access.

Create unlimited number of samples with unlimited number of aliquots with multiple transactions.

Provide 2,000 user-defined fields to store information about samples (sample-centric storage).

RFQ 75N95022Q000180 Attachment 1 - Purchase Description

Create unlimited number of freezers (any shape or size) and freezer capacity feature to calculate storage space within freezers.

Provide Complete Audit Trail: All changes made to the database will be recorded in the permanent, fully searchable Audit Trail.

Provide fully configurable experience: Create templates for labels, import, export, reporting.

Provide transaction tracking: track all aliquot’s activities with time/date and observations.

Include built-in backup tool for automatic back-ups.

Provide barcoding: Any information stored in the program can be printed as barcode, on labels and reports. Scanning of barcodes if fully supported throughout the software.

Import sample and aliquots in to program from spreadsheets.

Export sample and aliquot data to spreadsheets or other programs.

User management features shall allow for full control over user privileges, user roles, and access to templates based on specific roles and groups.

Provide multiple specific data entry forms for different purposes (e.g. cell culture, asset management, SOP management, bacterial stocks etc.).

Provide workflows that allow for sequential data manipulation without user interference.

This feature should include requisitions and shipments workflows so that multiple groups can easily share information and material.

Provide calculated fields to track expiration and due dates or create unique identifiers.

Provide field dependencies with the ability to restrict the available options based on field values.

Provide access to application programming interface (API): ability to integrate program with external systems such as websites, electronic notebooks, temperature monitoring systems etc. All features of the API should be accessible through a web client.

Provide cryogenic barcode labels printing features: configure and print labels with graphics, text, and field values in human-readable or barcode formats to meet specific organizational needs.

Include flatbed scanner support.

Provide web client interface to allow access to data through browser-based web client.

Track shipments: provide the ability to select and prepare a group of samples and aliquots for pulling and shipping.

Provide customization to group specific security settings to maximize the owner security and freezer security for different groups.

Provide Lightweight Directory Access Protocol (LDAP) authentication to allow users to log into program using their unique domain name and secure password.

Provide a single sign-on feature that offers the ability to integrate the Government's

Single Sign-On (SSO) system with the program.

Provide access and support for concurrent users.

Ability to integrate and comply with NIH IT network system security settings.

Installation The Contractor shall provide remote implementation assistance with a Support Specialist.This shall include but not be limited to installation instructions and guidance throughout the configuration process and set-up of the basic fields and forms.

Customer Support/Upgrades The Contractor shall provide customer support services and upgrades after installation.

The support services shall provide unlimited access to product support team. Upgrades include both maintenance and new version releases of currently owned software edition.

6. Quantity: The required software and support shall include the following brand name or equal components:

1. Freezerworks 2021: Ascent Edition, Server (Product # 21AN-CS), Qty: 1

2. Freezerworks Ascent Standard Named User-1 (Product# UAS-01), Qty: 7

3. Freezerworks Ascent Lite Named Users-25 (Product# UAL-25), Qty: 1

4. Freezerworks Implementation Assistance (Product# IMPASSIST) Qty: 1

5. Freezerworks Customer Care Program-1st Year (Product# CCP-1st) Qty: 1

7. Delivery Date: 1 business day after receipt of order

Shelley Jackson Translational Analytical Core National Institute on Drug Abuse 251 Bayview Blvd, BRC Rm 01B216 Baltimore, MD 21224

8. Option(s): In accordance with FAR 52.217-9 Option to Extend the Term of the Contract

(MAR 2000) (a) The Government may extend the term of this contract by written notice to the Contractor within 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 days before the contract expires.

The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

NIDA anticipates that this requiremenent shall consist of a 12-month base period, and four

(4) additional 12-month Option Periods. Each Option exercised shall be an additional one-year of customer support servcies and upgrades. The support services shall provide unlimited access to product support team. Upgrades include both maintenance and new version releases of currently owned software edition.

9. Period of Performance: NIDA anticipates the award of a firm-fixed price purchase order as a result of theis solicitation. In accordance with FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000) anticipates that this requiremenent shall consist of a 12-month base period, and four (4) additional 12-month Option Periods. The estimated period of performance for this requirement shall be:

- Base Period: May 1, 2022 – April 30, 2023

- Option Period 1: May 1, 2023 – April 30, 2024

- Option Period 2: May 1, 2024 – April 30, 2025

- Option Period 3: May 1, 2025 – April 30, 2026

- Option Period 4: May 1, 2026 – April 30, 2027

FAR CLAUSE 52.212-4

CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS (JANUARY 2017)

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

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

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

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

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

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

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

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract

Terms and Conditions

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract

(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

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract 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 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.

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract

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

(l) 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 l 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.

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the 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.

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 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

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract 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 contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be 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 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

- ion 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.

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract

(v) certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

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

(a) Inspection/Acceptance.

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

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

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

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but reduced to exclude that portion of the rate attributable to profit. Unless otherwise 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

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract 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) yees selected or 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

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract

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

(iii) Materials means

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

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

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

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

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

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

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

(i) Hourly rate.

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

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

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

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

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

RFQ No. 75N95022Q00180 Attachment 2 - Commercial Contract

(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 established catalog or market price, adjusted to reflect the

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

(2) payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall

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

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

(D) Other Costs. Unless listed below, other direct and…