SOW Incucyte Maintenance Services.doc

75N98026Q00046-RFQ/ATTACHMENT 1- SOW

STATEMENT OF WORK

Maintenance Services for Incucyte Live Cell Image Systems

1.0 SCOPE

The Contractor shall provide all labor, material and equipment necessary to maintain and provide preventive maintenance for the following Incucyte live cell image systems:

12-month extended service plan added to the existing warranty for two instruments (Serial Numbers: IC50168 and IC51611). Includes parts, labor, and travel for break-fix repairs, all base software upgrades, and one annual preventive maintenance visit. Period of performance starts on the first day of the month after receipt.

Asset Number: 50168/51611 Period of Performance: 05/01/2026 – 04/30/2027

12-month extended service plan added to the existing warranty for two instruments (Serial Numbers: IC70841 and IC70025). Includes parts, labor, and travel for break-fix repairs, all base software upgrades, and one annual preventive maintenance visit. Period of performance starts on the first day of the month after receipt.

Asset Number: 70841/70025 Period of Performance: 05/01/2026 – 04/30/2027

These devices are used for live cell imaging and some preclinical studies by the researchers in LCBG. Incucyte S3 Live‑Cell Analysis Systems and Incucyte SX5 Live‑Cell Analysis Systems. These instruments are used to perform automated, time-lapse imaging and analysis of living cells within a CO₂ cell culture incubator environment. The systems support critical biomedical research activities, including monitoring cell proliferation, cytotoxicity, immune-cell interactions, and other cell-based assays. Because these instruments operate continuously in a warm, humid incubator environment, routine preventive maintenance and timely technical support are necessary to ensure optimal performance, data integrity, and minimal disruption to ongoing research.

2.0 TYPE OF ORDER

This shall be a firm fixed-price purchase order.

3.0 SPECIAL ORDER REQUIREMENTS

3.1 PREVENTIVE MAINTENANCE

The Contractor shall perform one (1) planned preventive maintenance during the contract period. Technically qualified factory-trained personnel shall perform the service. Service shall consist of a thorough cleaning, calibration, adjusting, inspection, and testing of all equipment in accordance with the manufacturer’s latest established service procedures. All equipment shall be operationally tested through at least one (1) complete operating cycle at the end of the preventive maintenance inspection to assure optimum and efficient performance.

3.2 EMERGENCY SERVICE

On-site emergency repair services shall be provided during the term of this contract at no additional cost to the Government. Emergency services shall be available Monday through Friday, excluding Federal holidays. Upon receipt of notice that any part of the equipment is not functioning properly, the Contractor shall provide an initial response within 24 hours and an on-site response within two (2) days. The on-site response shall be performed by a qualified, factory-trained service representative who will inspect the equipment and perform all necessary repairs and adjustments to restore it to normal and efficient operating condition. Emergency service calls shall not replace the requirement for scheduled preventative maintenance. All labor and travel costs shall be included.

3.3

REPLACEMENT PARTS

The Contractor shall furnish all required replacement parts at no additional cost to the Government, with the exception of consumable items. For the purposes of this contract, consumables are defined as items subject to routine depletion through normal operation of the equipment, including filters, fuses, belts, lubricants, and similar items, unless otherwise specified. Parts shall be delivered no later than the next business day after identification of the need for replacement, excluding weekends and Federal holidays.

3.4

SOFTWARE UPDATES/SERVICE

The Contractor shall provide Software Service and updates in accordance with the manufacturer’s latest established service procedures, to include telephone access to technical support for use of program software and troubleshooting of the operating systems, at no additional cost to the Government. The Contractor shall receive advance approval for the installation of all software updates and revisions from the Government. Defective software shall be replaced at no additional cost to the government.

The Contractor shall provide unlimited clinical technical telephone support (24hrs/day, 7 days/week) for troubleshooting for the instrument and clinical application support (M-F 8am-9pm EST), excluding Federal holidays.

3.5

SERVICE EXCLUSIONS

The Contractor shall not be responsible for any repairs necessitated by abuse, neglect, vandalism, Acts of God, fire or water.

3.6

PERIOD OF PERFORMANCE

The period of performance shall be for twelve (12) months from May 1, 2026 – April 30, 2027.

3.7

PERSONNEL QUALIFICATIONS

Technically qualified factory-trained personnel shall perform service to the four Incucyte image systems in Building 37 as covered by this contract. All primary service personnel shall have at least one backup support person with at least the same level of expertise on the equipment covered by this contract.

4.0 PLACE OF PERFORMANCE

Onsite services shall be performed at the following location:

Genetics Branch, CCR, NCI

37 Convent Drive

Building 37, Room 6016 Bethesda MD 20892

5.0 INVOICING

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

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

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

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

3. Remittance name must match exactly with name on original order/contract. If the Remittance name differs from the Legal Business Name, then both names must appear on the invoice.

4. Invoice date.

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

6. NBS document number formats must be included for awards created in the NBS: Contract Number; Purchase Order Number; Task or Delivery Order Number and Source Award Number (e.g., Indefinite Delivery Contract number; General Services Administration number); or BPA Call Number and BPA Parent Award Number.

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

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

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

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

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

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

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

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

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

The Contractor shall submit a copy of the electronic invoice to the following: Point of Contact (POC)

Name: Alan Peigh, COR Email Address: peigha@od.nci.nih.gov II. Invoice Payment

a. Except as indicated in paragraph B., below, the due date for making invoice payments by the designated payment office shall be the later of the following two events:

i. The 30th day after the designated billing office has received a proper invoice.

ii. The 30th day after Government acceptance of supplies delivered or services performed.

b. The due date for making invoice payments for meat and meat food products, perishable agricultural commodities, dairy products, and edible fats or oils, shall be in accordance with the Prompt Payment Act, as amended.

III. Interest Penalties

a. An interest penalty shall be paid automatically, if payment is not made by the due date and the conditions listed below are met, if applicable.

i. A proper invoice was received by the designated billing office.

ii. A receiving report or other Government documentation authorizing payment was processed and there was no disagreement over quantity, quality, or Contractor compliance with a term or condition.

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

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

IV. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR 52.232-40 (Mar 2023).

(1) In accordance with 31 U.S.C. 3903 https://www.govinfo.gov/link/uscode/31/3903 and 10 U.S.C. 3801 https://www.govinfo.gov/link/uscode/10/3801 , within 15 days after receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(2) The Contractor agrees to make such payments to its small business subcontractors without any further consideration from or fees charged to the subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial products or commercial services.

(End of clause).

V. HHSAR 352.232-71 Electronic Submission of Payment Requests (February 2, 2022).

(A) Definitions. As used in this clause— Payment request means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), ‘‘Content of Invoices’’ and the applicable Payment clause included in this contract.

(B) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Department of Treasury Invoice Processing Platform (IPP) or successor system. Information regarding IPP, including IPP Customer Support contact information, is available at www.ipp.gov or any successor site.

(C) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing in accordance with HHS procedures.

(D) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer’s written authorization with each payment request.

(End of clause).

VI. INVOICE TIMING

The Contractor shall invoice quarterly in arrears. Each quarterly invoice shall represent one-fourth (1/4) of the total firm-fixed-price, adjusted as necessary to reflect the actual start and end dates of the period of performance. Advance billing is not authorized. Payment will be made in accordance with FAR 52.212-4 and FAR 52.232-25 upon receipt of a proper invoice and Government acceptance.

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