D. CSS_Attachment 5_Additional Terms and Conditions.pdf

CSS # 75N95024Q00075

Attachment 5

ADDITIONAL TERMS AND CONDITIONS

The following terms and conditions are applicable to this acquisition:

FEDERAL ACQUISITION REGULATION (FAR) PROVISIONS INCORPORATED BY

REFERENCE

FAR 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998)

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

https://www.acquisition.gov/ https://www.hhs.gov/grants-contracts/contracts/contract-policies-regulations/hhsar/part- 352-solicitation-provisions-contract-clauses/index.html

(End of provision)

Table A – Provisions Incorporated by Reference:

FAR

Provision

Title Date

FAR 52.204-7 System for Award Management OCT 2018 FAR 52.204-16 Commercial and Government Entity Code Reporting AUG 2020 FAR 52.212-1 Instructions to Offerors—Commercial Products and

Commercial Services

SEPT 2023

FAR 52.212-3 Offeror Representations and Certifications— Commercial Products and Commercial Services

NOV 2023

FAR 52.216-31 Time-and-Materials/Labor-Hour Proposal Requirements—Commercial Acquisition

NOV 2021

FAR 52.222-22 Previous Contracts and Compliance Reports FEB 1999 FAR 52.225-25 Prohibition on Contracting With Entities Engaging in

Certain Activities or Transactions Relating to Iran— Representation and Certifications

JUN 2020

FAR 52.229-11 Tax on Certain Foreign Procurements—Notice and Representation

JUN 2020

HHSAR 352.239-73 Electronic and Information Technology Accessibility Notice

December 18, 2015

FAR CLAUSES INCORPORATED BY REFERENCE

https://www.acquisition.gov/ https://www.hhs.gov/grants-contracts/contracts/contract-policies-regulations/hhsar/part-352-solicitation-provisions-contract-clauses/index.html https://www.hhs.gov/grants-contracts/contracts/contract-policies-regulations/hhsar/part-352-solicitation-provisions-contract-clauses/index.html

FAR 52.252-2 Clauses Incorporated By Reference (Feb 1998)

This contract incorporates one or more 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 clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/ https://www.hhs.gov/grants-contracts/contracts/contract-policies-regulations/hhsar/part-352-solicitation-provisions-contract-clauses/index.html

(End of clause)

Table B – Clauses Incorporated by Reference:

Clause

Title

Date

FAR 52.204-13 System for Award Management Maintenance OCT 2018 FAR 52.204-18 Commercial and Government Entity Code

Maintenance

AUG 2020

FAR 52.212-4 52.212-4 Contract Terms and Conditions— Commercial Products and Commercial Services (NOV 2023)-Alternate I (NOV 2021)

NOV 2023-Alternate I

(NOV 2021)

FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors

MAR 2023

FAR 52.242-15 Stop Work Order AUG 1989 HHSAR 352.203-70 Anti-Lobbying December 18, 2015 HHSAR 352.208-70 Printing and Duplication December 18, 2015 HHSAR 352.222-70 Contractor Cooperation in Equal Employment

Opportunity Investigations December 18, 2015

HHSAR 352.231-70 Salary Rate Limitation December 18, 2015 HHSAR 352.232-71 Electronic Submission of Payment Requests February 2, 2022 HHSAR 352.239-74 Electronic and Information Technology

Accessibility December 18, 2015

ADDITIONAL CONTRACT REQUIREMENT(S) OR TERMS AND CONDITIONS APPLICABLE

TO THIS ACQUISITION INCLUDE THE FOLLOWING:

The following additional contract requirement(s) or terms and conditions as determined by the contracting officer are necessary for this acquisition:

1. NIDA OA / NINDS SECTION SHRINKWRAP LANGUAGE

Please be advised that the National Institute on Neurological Disorders and Stroke (NINDS), National Institutes of Health (NIH) is a Federal agency. Your mass-market commercial sales and/or license agreement terms and conditions may include provisions https://www.acquisition.gov/ https://www.hhs.gov/grants-contracts/contracts/contract-policies-regulations/hhsar/part-352-solicitation-provisions-contract-clauses/index.html https://www.hhs.gov/grants-contracts/contracts/contract-policies-regulations/hhsar/part-352-solicitation-provisions-contract-clauses/index.html that are customarily found in the commercial sector but which are not enforceable under a contract with a Federal agency.

In accordance with FAR 52.212-4(u), NIH considers unenforceable any provision in your mass-market commercial sales and/or license agreement terms and conditions that are inapplicable to Federal procurement contracts, including, without limitation, any term or condition that:

1) Contravenes a right granted NIH under U.S. copyright law (e.g., fair use, right to archive, copying for interlibrary loan),

2) Violates the Federal Acquisition Regulation or other Federal law (e.g., Antideficiency Act, Principles of Federal Appropriations Law),

3) Departs from reasonable consumer expectations, or

4) Violates fundamental public policy.

By submission of a quotation/proposal and execution of the order/contract, the Contractor hereby accepts and agrees to the terms and conditions of the order/contract.

2. CONTRACTING OFFICER'S REPRESENTATIVE

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

[To be specified at time of award]

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

The 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 in the contract.

The Government may unilaterally change its COR designation.

3. HHSAR 352.237-75 KEY PERSONNEL (DECEMBER 18, 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:

Name Title

4. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

a. Contractor Performance Evaluations

Final evaluation of Contractor performance will be prepared on this contract in accordance with FAR Subpart 42.15. The Final performance evaluation will be prepared at the time of completion of work.

Final evaluation will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor will be permitted thirty days to review the document and to submit additional information or a rebutting statement. If agreement cannot be reached between the parties, the matter will be referred to an individual one level above the Contracting Officer, whose decision will be final.

Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

b. Electronic Access to Contractor Performance Evaluations

Contractors may access evaluations through a secure Web site for review and comment at the following address:

https://www.cpars.gov/ https://www.cpars.gov/