Attachment_4_-_Addendum.pdf

TERMS AND CONDITIONS ADDENDUM

IDIQ No. TBD Conservation Services for Bound and Flat Paper Materials

August 19, 2019

1. TRANSPORTATION & SHIPPING TERMS

The F.O.B. point for this Purchase Order is indicated in block 11 of page 1 of the Delivery 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 National Library of Medicine, 8600 Rockville Pike, Building 38, Bethesda, Maryland 20892. The vendor 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 vendor will prepay all freight charges and will deliver to the National Library of Medicine, 8600 Rockville Pike, Building 38, Maryland 20892. The vendor may not bill for shipping charges, except as described under "Special Shipping/Handling Charges" below.

2. DELIVERY OF MATERIAL/SERVICES

Delivery schedules will be negotiated by the authorized ordering official at the time the order is placed. The delivery 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 ordering official.

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

Purchase Order Number: TBD National Library of Medicine

8600 Rockville Pike Bethesda, Maryland 20892

3. DELIVERY TICKETS

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

a. Name of Vendor

b. Contract Number

c. Task Order Number

d. Date of Purchase

e. Itemized List of Supplies or Services

f. Quantity, Unit Price and Extension of Each Line Item, Less any Applicable

Discounts

g. Date of Delivery or Shipment

h. Name, Building and Room Number of Person Placing Order

i. Delivery/Consignee Address

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

4. INSPECTION AND ACCEPTANCE

Inspection and acceptance will be at destination, unless otherwise provided. Until delivery and acceptance, and after any rejections, risk or loss or damage will be on the vendor unless loss or damage results from negligence of the Government.

5. BILLING INSTRUCTIONS

The vendor shall submit an original invoice and one (1) copy. Invoices may be submitted monthly at the discretion of the vendor, however, invoices shall not be submitted until goods have been delivered or services performed.

The instructions and the following directions for the submission of invoices/financing request must be followed to meet the requirements of a "proper" payment request pursuant to FAR 32.9.

(1) Payment requests shall be submitted as follows:

a. One original to the following designated billing office:

National Institutes of Health Office of Financial Management Commercial Accounts 2115 East Jefferson St., Rm. 4B-432, MSC 8500 Bethesda, MD 20892-8500

b. One copy to the following approving official:

TBD

National Library of Medicine

National Institutes of Health 8600 Rockville Pike Building 38A Bethesda, MD 20894-0001

(2) In addition to the requirements specified in FAR Subpart 32.9 for a proper invoice, the Contractor shall include the following information on all payment requests:

a. Name of the Office of Acquisitions. The Office of Acquisitions for this contract is: National Library of Medicine.

b. Central Point of Distribution. For the purpose of this contract, the Central Point of Distribution is NLM Office of Acquisitions.

c. Vendor Identification Number. This is the 7 digit number that appears after the Contractor's name in Block 17a.

d. Identification of whether payment is to be made using a three-way or three-way match. This Delivery/Task Order requires a Two-Way match.

6. 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.

7. TYPE OF DELIVERY ORDER

8. OPTION PRICES

a. Unless the Government exercises its option pursuant to the OPTION

PROVISIONS article below, this delivery order consists only of the Basic Award period September 16, 2019 through September 15, 2020 as defined in the Statement of Work.

Minimum Estimated Amount (Base Year Period): $TBD Maximum Estimated Amount (Base Year Period): $TBD

b. Pursuant to clause 52.217-9, the Government may, by unilateral modification, require the VENDOR TO PERFOM 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 I, Option to Extend the Term of the Delivery Order - Prices for the Period September 16, 2020 through September 15, 2021 (First Option Period):

Upon the Government's order during the Option I period of any of the work described in the Statement of Work, the Contractor shall be paid the fixed unit price(s) set forth in the Contractor’s proposal attached and made a part of this delivery order, and in accordance with the following estimated amount.

Minimum Estimated Amount (Option Year 1 Period): $TBD Maximum Estimated Amount (Option Year 1 Period): $TBD

a. Option II, Option to Extend the Term of the Delivery Order - Prices for the Period September 16, 2021 through September 15, 2022 (Second Option Period):

Upon the Government's order during the Option II period of any of the work described in the Statement of Work, the Contractor shall be paid the fixed unit price(s) set forth in the Contractor’s proposal attached and made a part of this delivery order, and in accordance with the following estimated amount.

Minimum Estimated Amount (Option Year 2 Period): $TBD Maximum Estimated Amount (Option Year 2 Period): $TBD

9. OPTION PROVISIONS

a. FAR 52.217-8, Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor by 30 days before the end of the contract period.

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

"(a) The Government may extend the term of this delivery order by written notice to the Contractor within the period of performance of the delivery order; provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least thirty (30) days before the delivery order expires."

"(c) The total duration of this task order, including the exercise of any options under this clause, shall not exceed 36 months."

10. ADVANCE UNDERSTANDINGS

Non-Personal Services and Inherently Government Functions

1. Pursuant to FAR 37.1, no personal services shall be performed under this contract. All work requirements shall flow only from the Contracting Officer's Representative (COR) to the Contractor's Project Manager. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

2. Pursuant to FAR 7.5, the Contractor shall not perform any inherently Governmental actions under this contract. No Contractor employee shall hold him or herself out to be a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government contractors in connection with this contract, the Contractor employee shall state that they have no authority to in any way change the contract and that if the other contractor believes this communication to be a direction to change their contract, they should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer.

3. The Contractor shall insure that all of its employees working on this contract are informed of the substance of this article. Nothing in this article shall limit the Government's rights in any way under the other provisions of the contract, including those related to the Government's right to inspect and accept the services to be performed under this contract. The substance of this article shall be included in all subcontracts at any tier.

11. Contract Transition/Phase Out

Contract Start-Up The contractor shall present a plan for the start-up of this new contract and the transition of activities and materials, as appropriate, from the incumbent to the new contractor. The contractor shall acknowledge and incorporate the likelihood that different existing tasks are complex and may require significantly different types of transition as well as length of time for such transition.

Due to the critical nature of certain tasks, there may be a need to coordinate with the incumbent contractor for an extended period to ensure continuity of services.

The contractor shall describe an approach to maintaining effective communication, coordination, and liaison between the Government and the Contractor and between the contractors themselves, during the transition period. The plan should discuss how Government Furnished Property will be transferred. The plan should also include the transfer of historical materials that shall be maintained by the current contractor. The plan should discuss how the contractor plans to accomplish this transition while minimizing the disruption of Government Services.

Final Transition / Contract End

In the event the incumbent is not successful in the recompetition the Contractor shall:

a) present a plan and timetable, within sixty (60) days before the expiration of this contract, that stipulates the assistance that will be provided in the transfer of responsibility to another contractor. The plan should discuss how Government Furnished Property will be transferred. The contractor shall describe an approach to maintaining effective communication, coordination, and liaison between the Government and the Contractor (also between the contractors themselves) during the phase-out period. The plan should discuss how the contractor plans to accomplish this transition while minimizing the disruption of Government Services.

b) fully cooperate with the successor contractor. The contractor shall deliver, in accordance with the delivery schedule, all data, files, records, and documentation to any organization or group selected by the government. The contractor shall provide for the transfer of all information gathered during this contract to the successor contractor’s site or to an alternate site designated by the government.”

12. CONTRACTING OFFICER'S REPRESENTATIVE (COR)

The following Contracting Officer's Representative (COR) will represent the Government for the purpose of this contract: TBD

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 alternate COR is responsible for carrying out the duties of the COR only in the event that the COR can no longer perform his/her duties as assigned.]

The Contracting Officer is the only person with authority to act as agent of the Government under this contract. Only the Contracting Officer has authority to: (1) direct or negotiate any changes in the statement of work; (2) modify or extend the period of performance; (3) change the delivery schedule; (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this contract; (5) otherwise change any terms and conditions of this contract; or (6) sign written licensing agreements. Any signed agreement shall be incorporated by reference to this contract.

The Government may unilaterally change its COR designation.

13. ARTICLE G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 2015) The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements). If the employee of the contractor is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide the maximum notice practicable under the circumstances. The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the Contracting Officer.

The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.

(End of Clause)

The following individual(s) is/are considered to be essential to the work being performed hereunder:

TBD

15. RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS

The Contractor shall not use contract funds to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography.

16. GUN CONTROL

The Contractor shall not use contract funds in whole or in part, to advocate or promote gun control.

17. ACCESS TO NATIONAL INSTITUTES OF HEALTH (NIH) ELECTRONIC

MAIL

All Contractor staff that have access to and use of NIH electronic mail (e-mail) must identify themselves as contractors on all outgoing e-mail messages, including those that are sent in reply or are forwarded to another user. To best comply with this requirement, the Contractor staff shall set up an e-mail signature ("AutoSignature") or an electronic business card ("V-card") on each Contractor employee's computer system and/or Personal Digital Assistant (PDA) that will automatically display "Contractor" in the signature area of all e-mails sent.

18. FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCOREPORATED

BY REFERENCE:

FAR 52.237 Continuity of Services (April 1984)

19. FAR 52-216-18, Ordering (October 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

20. TASK ORDER/DELIVERY ORDER CONTRACT OMBUDSMAN

In accordance with FAR 16.505(b)(5), the following individual has been designated as the NIH Ombudsman for task order and delivery order contracts.

Dr. Richard G. Wyatt NIH Competition Advocate for Non R&D Contracts 1 Center Drive, 160, MSC 0151 Bethesda, MD 20892-0151 Phone: (301) 496-4920 E-mail: WyattRG@mail.nih.gov mailto:WyattRG@mail.nih.gov mailto:WyattRG@mail.nih.gov

21. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE

Anyone who becomes aware of the existence or apparent existence of fraud, waste and abuse in NIH funded programs is encouraged to report such matters to the HHS Inspector General's Office in writing or on the Inspector General's Hotline. The toll free number is 1-800-HHS-TIPS (1-800-447-8477). All telephone calls will be handled confidentially. The website to file a complaint on-line is:

http://oig.hhs.gov/fraud/hotline/ and the mailing address is:

US Department of Health and Human Services Office of Inspector General

ATTN: OIG HOTLINE OPERATIONS

P.O. Box 23489 Washington, D.C. 20026

22. ORDER OF PRECEDENCE

Any inconsistency in this delivery order shall be resolved by giving precedence in the following order:

A. The Terms and Condition of this delivery order.

B. Other Attachments to this delivery order.

23. ATTACHMENTS

The following attachments are hereby made a part of this task/delivery order:

A. Statement of Work, B. FAR Clause 52.212-4 Contract Terms and Conditions – Commercial Items (February 2016) http://oig.hhs.gov/fraud/hotline/ http://oig.hhs.gov/fraud/hotline/ http://oig.hhs.gov/fraud/hotline/ http://oig.hhs.gov/fraud/hotline/