Software_Asset_Managment_-_Addendum_to_Terms_and_Conditions_75N9701Q00066.docx

RFQ 75N97019Q00066 previously issued under RFP No: 75N97019R00012

ADDENDUM TO TERMS AND CONDITIONS OF PURCHASE ORDER

PROJECT TITLE:

NIH Software Asset Management Support Services for the Office of the Chief Information Officer (OCIO) and other NIH Institutes and Centers

(8-7-19)

1.0 METHOD OF ACQUISITION

The Government intends to acquire the necessary Software Asset Management support services by awarding a Purchase in accordance with FAR Part 13.

This requirement is being processed under combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR 12.6.

2.0 PURCHASE ORDER TERMS AND CONDITIONS

This Purchase Order is subject to the terms and conditions of ********** the provisions contained in this Addendum to Terms and Conditions of Purchase Order.

3.0 PURCHASE ORDER TYPE

This Purchase Order is Firm Fixed Price [reference Federal Acquisition Regulation (FAR) 16.202 and Labor Hour (FAR 16.602)].

4.0 PERIOD OF PERFORMANCE OF PURCHASE ORDER

The resulting award will include a One (1) Year Base Period, with two (2) successive One-year Options. The period may be extended by modification to the Purchase Order.

Option Periods are subject to availability of funds and may be unilaterally exercised by the Government.

[Reference: Provision 8.0, [PERIOD OF PERFORMANCE, of the attached PWS.]

5.0 TRANSPORTATION & SHIPPING TERMS

The F.O.B. point for this Purchase Order is indicated in Block 11 of page 1 of the Purchase Order document. The following provides an explanation of F.O.B. points as defined in the FAR, Part 47, and are applicable to this Purchase Order.

"F.O.B." means free on board. This term is used in conjunction with a physical point to determine (a) the responsibility and basis for payment of freight charges and (b) unless otherwise agreed, the point at which title for goods passes to the buyer or consignee.

"F.O.B. Origin" means free on board at origin; i.e., the seller or consignor places the goods on the conveyance by which they are to be transported. Unless this Purchase Order provides otherwise, the cost of shipping and risk of loss are borne by the buyer or consignee (Government).

For this Purchase Order, "F.O.B. Origin" is to be interpreted as "F.O.B. Origin Freight Prepaid." All items will be delivered to the Contracting Officer’s Representative (COR). The Contractor is responsible for prepaying the freight charges and shall bill freight charges as a separate line item on the invoice.

"F.O.B. Destination" means free on board at destination; i.e., the seller or consignor delivers the goods on seller's conveyance at destination. Unless the Purchase Order provides otherwise, the cost of shipping and risk of loss are borne by the seller or consignor (Contractor).

For this Purchase Order, "F.O.B. Destination" is to be interpreted as "F.O.B. Destination, within Consignee's Premises." The Contractor shall prepay all freight charges and will deliver to the COR. The Contractor shall not bill for shipping charges.

6.0 PURCHASE OF MATERIAL/SERVICES

Purchase schedules shall be negotiated by the COR at the time the Purchase Order is awarded. The Purchase of goods and services must be performed between the hours of 8:30 a.m. and 4:30 p.m., Monday through Friday, except when special arrangements are made by the COR.

All shipments delivered herein shall be addressed as directed by the COR and marked as indicated below.

Purchase Order Number: ************** Attention: TBD at time of award 6555 Rock Spring Drive, MSC 4800 Bethesda, Maryland 20892-4800

7.0 PURCHASE TICKETS

All shipments/deliveries/services under this Purchase Order shall be accompanied by a Purchase ticket or packing slip and shall contain the following:

Upon Purchase, the receiving activity shall sign the packing slip/Purchase ticket and retain one copy. One copy may subsequently be required to support the invoice.

8.0 PROMPT PAYMENT DISCOUNTS

The Prompt Payment Discount period, if any, shall commence on the final date of the billing period, or on the date of the receipt of a proper invoice for all deliveries accepted during the billing period, whichever is later.

9.0 INVOICE SUBMISSION

9.1 Payment requests shall be submitted to the offices identified below. The Contractor shall submit supporting documentation (e.g., receipts, time sheets, vendor invoices, etc.) with each payment request as instructed by the COR.

a. The original invoice shall be submitted to the following designated billing office:

National Institutes of Health Office of Financial Management Commercial Accounts 2115 East Jefferson Street, Room 4B-432, MSC 8500 Bethesda, Maryland 20892-8500

Note: The original payment request must be submitted in hard copy and mailed to the designated billing office to meet the requirements of a “proper invoice”.

b. One electronic copy of the invoice shall be submitted to the following approving official:

Attention: TBD at time of award 6555 Rock Spring Drive Bethesda, Maryland 20817

9.2 E-mail

The Contractor shall submit an electronic copy of the payment request to the approving official instead of a paper copy. The payment request shall be transmitted as an attachment via e-mail nihocioacquisitionoffice@mail.nih.gov in one of the following formats: MSWord, MS Excel, or Adobe Portable Document Format (PDF). Only one payment request shall be submitted per e-mail and the subject line of the e-mail shall include the Contractor's name, contract number, and unique invoice number. Note: The original payment request must still be submitted in hard copy and mailed to the designated billing office to meet the requirements of a "proper invoice."

9.3 Central Point of Distribution

Not required since this the Invoice Matching Option is three-way match.

9.4 Additional Invoicing Requirements

In addition to the requirements specified in FAR 32.905 for a proper invoice, the Contractor shall include the following information on the face page of all payment requests:

0. Name of the Office of Acquisitions. The Office of Acquisitions for this contract is the Office of Acquisitions Management, National Library of Medicine, Two Democracy, Suite 105, MSC 5488, 6707 Democracy Boulevard, Bethesda, MD 20892-5488.

0. Federal Taxpayer Identification Number (TIN). If the Contractor does not have a valid TIN, it shall identify the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor's name on the face page of the contract. [Note: A VIN is assigned to new contracts awarded on or after June 4, 2007, and any existing contract modified to include the VIN number.] If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.

0. DUNS or DUNS+4 Number. The DUNS number must identify the Contractor's name and address exactly as stated in the contract and as registered in the System for Award Management (SAM) database. If the Contractor does not have a valid DUNS number, it shall identify the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor's name on the face page of the contract. [Note: A VIN is assigned to new contracts awarded on or after June 4, 2007, and any existing contract modified to include the VIN number.] If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.

0. Invoice Matching Option. This contract requires a three-way match.

0. Unique Invoice Number. Each payment request must be identified by a unique invoice number, which can only be used one time regardless of the number of contracts or orders held by an organization.

The Contract Title is: NIH Software Asset Management Support Services

9.5 Inquiries regarding payment of invoices should be directed to the designated billing office, (301) 496-6452/496-6088.

10.0 PROMPT PAYMENT

FAR 52.232-25, Prompt Payment (July 2013) is supplemented with the following:

a. The Prompt Payment Act, Public Law 97-177, (96 Stat. 85, 31 U.S.C. 1801) is applicable to payments under this Purchase Order and requires payment to vendors of interest on overdue payments and improperly taken discounts.

b. Determinations of interest due will be made in accordance with the provision of the Prompt Payment Act and the above referenced clause.

11.0 RETURNED INVOICES –

Invoices will be returned for: 1) failing to cite an order number; 2) citing an invalid order number; or 3) having other discrepancies on the invoice. Resolution and correction of the invoice will require the Contractor to contact the COR.

12.0 PRICES

This Purchase Order of the Base Year – Base Effort as specified in Provision 7.0, PWS OBJECTIVES, and Provision 10.0, DELIVERABLES and Section 8.0, PERIOD OF PERFORMANCE; and of the Statement of Work; for the Fixed Hourly and Labor Hour (optional tasks) rates set forth in the Contractor’s Proposal dated *******.

Total (Base Effort-estimated): *******

13.0 OPTION PRICES

a. Unless the Government exercises its option pursuant to the OPTION PROVISIONS clause below, this Purchase order consists only of the Basic Requirements as defined in the Statement of Work.

b. Pursuant to clause 17.207, Exercise of Options, the Government may, by unilateral modification, require the vendor to perform the Option Requirements of the Statement of Work. If the Government exercises its option(s), notice must be given within the period of performance of the Purchase order.

c. Option (Available during the Base Year), Option to Extend the Term of the Purchase Order - Prices for the Base Period:

(1). Upon the Government's order during the Base period of any of the item(s) specified below and described in the Statement of Work, the vendor shall be paid the fixed rates set forth below upon Purchase and Government acceptance:

Total Negotiated Value: *******

d. Option I, Option to Extend the Term of the Purchase Order - Prices for the Option Year One

(1). Upon the Government's order during the Option I period of any of the item(s) specified below and described in the Statement of Work, the vendor shall be paid the Fixed rates set forth below upon Purchase and Government acceptance:

Total Negotiated Value: *******

e. Option I, Option to Extend the Term of the Purchase Order - Prices for the Option Year One

(1). Upon the Government's order during the Option I period of any of the item(s) specified below and described in the Statement of Work, the vendor shall be paid the Fixed rates set forth below upon Purchase and Government acceptance:

Total Negotiated Value: *******

Part (c) is revised to read as follows:

“(c) The total duration of this Purchase Order, including the exercise of any options under this clause, shall not exceed 36 months"

14.0 OPTION PROVISIONS

This Purchase Order incorporates the following additional FAR clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a FAR clause may be accessed electronically at https://www.acquisition.gov/?q=/browse/far/52

a. FAR 52.217-8, Option to Extend Services

b. FAR 52.217-9, Option to Extend the Term of the Contract (March 2000)

Part (a) is revised to read as follows:

“(a) The Government may extend the term of this Purchase Order by written notice to the Contractor within the period of performance of the Purchase Order; provided that the Government shall give the Contractor a preliminary written notice of its intent to extend within the period of performance of the Purchase Order before the Purchase Order expires. The preliminary notice does not commit the Government to an extension.”

15.0 PACKAGING, PACKING, AND SHIPPING INSTRUCTIONS

The Contractor shall ensure that all items are preserved, packaged, packed and marked in accordance with best commercial practices to meet the packing requirements of the carrier and to ensure fast and timely Purchase at the intended destination.

16.0 INSPECTION AND ACCEPTANCE

The Contracting Officer or the duly authorized representative will perform inspection and acceptance of materials and services to be provided.

For the purpose of this Section, the COR is the authorized representative of the Contracting Officer.

Inspection and acceptance will be performed at *********************.

Acceptance may be presumed unless otherwise indicated in writing by the Contracting Officer or the duly authorized representative within 30 days of receipt.

This Purchase Order incorporates the following clause(s) by reference, with the same force and effect as if it were given in full text. Upon request, the Contracting Officer will make its full text available.

· FAR 52.246-4, Inspection of Services – Fixed-Price (August 1996)

· FAR 52.246-6, Inspection of Services – Labor Hour (May 2014)

17.0 DEPARTMENT OF HEALTH AND HUMAN SERVICES (HHS) ACQUISITION REGULATION (HHSAR) CLAUSE INCORPORATED BY REFERENCE

The following HHSAR clause is hereby incorporated into this Purchase Order by reference with the same force and effect as if it were given in full text. Upon request, the Government will make its full text available. Also, the full text of a HHSAR clause may be accessed electronically at this address: http://www.hhs.gov/grants/contracts/contract-policies-regulations/hhsar/index.html

· HHSAR 352.237-75, Key Personnel (December 2015)

18.0 FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCORPORATED BY REFERENCE

This Purchase Order incorporates the following additional FAR clause(s) by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a FAR clause may be accessed electronically at https://www.acquisition.gov/?q=browsefar.

· McNamara-O’Hara Service Contract Act

· FAR 52.204-9, Personal Identity Verification of Contractor Personnel (January 2011)

· FAR 52.216-18, Ordering (October 1995)

The second sentence of FAR 52.216-18 is hereby modified to read as follows:

“Such orders may be issued during the period of performance of the Purchase Order.”

· FAR 52.217-8, Option to Extend Services (November 1999)

· FAR 52.217-9, Option to Extend the Term of the Contract (March 2000)

· FAR Part 52.237-3, Continuity of Services (January 1991)

· FAR 52.219-14, Limitations on Subcontracting (November 2011)

· FAR 52.227-14, Rights in Data – General (May 2014)

· FAR 52.239-1, Privacy and Security Safeguards (August 1996)

· FAR 52.232-33, Payment by Electronic Funds Transfer – System of Award Management (July 2013) FAR 52.245-1, Government Property (April 2012); with Alternate I (April 2012)

· FAR 52.245-2, Government Property Installation Operation Services (April 2012)

Government Property Installation Operation Services (April 2012)

(a) This Government Property listed in paragraph (e) of this clause is furnished to the Contractor in an “as-is, where is” condition. The Government makes no warranty regarding the suitability for use of the Government property specified in this contract. The Contractor shall be afforded the opportunity to inspect the Government property as specified in the solicitation.

(b) The Government bears no responsibility for repair or replacement of any lost Government property. If any or all of the Government property is lost or becomes no longer usable, the Contractor shall be responsible for replacement of the property at Contractor expense. The Contractor shall have title to all replacement property and shall continue to be responsible for contract performance.

(c) Unless the Contracting Officer determines otherwise, the Government abandons all rights and title to unserviceable and scrap property resulting from contract performance. Upon notification to the Contracting Officer, the Contractor shall remove such property from the Government premises and dispose of it at Contractor expense.

(d) Except as provided in this clause, Government property furnished under this contract shall be governed by the Government Property clause of this contract.

(e) Government property provided under this clause:

Laptops

(End of clause)

· FAR 52.245-9, Use and Charges (April 2012)

· FAR 52.246-4, Inspection of Services – Fixed-Price (August 1996)

19.0 ATTACHMENTS

· Request of Proposals

· Performance Work Statement

20.0 ORDER OF PRECEDENCE

Any inconsistency in this Purchase Order shall be resolved by giving precedence in the following descending order of priority:

· The terms and conditions of this Purchase Order

· Contractor’s Quotation dated *******

Addendum to Terms & Conditions: NIH Software Asset Management Support Services