S02_Addendum_to_RFQNIHLM2014301.doc

ATTACHMENT 1

ADDENDUM TO TERMS AND CONDITIONS OF PURCHASE ORDER

(Revised: June 19, 2013) NIHLM2014301- Linked Data Consulting Services 1.

YEAR 2000 COMPLIANCE

Year 2000 Compliance--Service Involving the Use of Information Technology

The vendor agrees that each item of hardware, software, and firmware used under this purchase order shall be able to accurately process date data (including but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries and the Year 1999 and the Year 2000 and leap year calculations.

2.

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. 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, Bethesda, Maryland 20894.

3.

SPECIAL SHIPPING/HANDLING CHARGE (FOR F.O.B. DESTINATION ONLY)

Special shipping/handling charges for overnight express shipments, shipments requiring special shipping containers and shipments requiring wet/dry ice may be authorized under this Purchase Order. "F.O.B. Special" means that special shipping or handling charges are authorized as specifically detailed in an addendum to the Purchase Order. For those items, delivery will be to a specific room with the building specified at the time of order.

4.

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.

Contract Number TBD National Library of Medicine

8600 Rockville Pike

Building 38A

Bethesda, Maryland 20894

5.

PARTIAL DELIVERIES

Payment on partial deliveries is authorized upon receipt of a proper invoice or evidence of receipt of goods or services, whichever is later.

6.

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.

Purchase Order Number c.

Date of Purchase d.

Itemized List of Supplies or Services e.

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

Date of Delivery or Shipment g.

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

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.

7.

CONTRACTING OFFICER'S REPRESENTATIVE (COR)

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

To be determined 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 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.

The Government may unilaterally change its COR designation.

8.

KEY PERSONNEL, HHSAR 352.242-70 (January 2006) The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to diverting any of the specified individuals to other programs or contracts (or as soon as possible, if an individual must be replaced, for example, as a result of leaving the employ of the Contractor), the Contractor shall notify the Contracting Officer and shall submit comprehensive justification for the diversion or replacement request (including proposed substitutions for key personnel) to permit evaluation by the Government of the impact on performance under this contract. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The Government may modify the contract to add or delete key personnel at the request of the Contractor or Government.

(End of Clause)

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

9.

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.

10.

INSPECTION AND ACCEPTANCE PERIOD

The Government reserves the right to an inspection period of not more than ten (10) business days from the date of receipt of supplies or services prior to acceptance. The receiving report, entered into the National Institutes of Health (NIH) Business System (NBS) by the appropriate official, constitutes acceptance and will be acknowledged to the payment office NIH, Office of Financial Management (OFM), no later than ten (10) calendar days after receipt of supplies or services. Please reference the Statement of Work for full information regarding inspection and acceptance requirements.

12.

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.

13.

BILLING INSTRUCTIONS

The Contractor shall follow the attached instructions and submission procedures specified below to meet the requirements of a "proper invoice" pursuant to FAR Subpart 32.9, Prompt Payment.

1. Payment requests shall be submitted to the offices identified below. Do not submit supporting documentation (e.g., receipts, time sheets, vendor invoices, etc.) with your payment request unless specified elsewhere in the contract or requested by the Contracting Officer.

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, MD 20892-8500

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

Contracting Officer Office of Acquisitions (OA) National Library of Medicine (NLM) 6707 Democracy Blvd., Suite 105 Room Bethesda, Maryland

301-496-6546

E-Mail:nlmcoacinvnotify@mail.nlm.nih.gov

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 to the address listed above 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."]

2. 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:

a. Name of the Office of Acquisitions. The Office of Acquisitions for this contract is National Libraryof Medicine (NLM ).

b. Central Point of Distribution. For the purpose of this contract, the Central Point of Distribution isNLM COAC.

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

d. DUNS or DUNS+4 Number. The DUNS number must identify the Contractor's name andaddress exactly as stated in the contract and as registered in the Central Contractor Registration(CCR) database. If the Contractor does not have a valid DUNS number, it shall identify theVendor Identification Number (VIN) on the payment request. The VIN is the number thatappears after the Contractor's name on the face page of the contract. [Note: A VIN is assignedto 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 ContractingOfficer.

e. Invoice Matching Option. This contract requires a two-way match.

f. 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 anorganization.

g. The Contract Title is:

Linked Data Consulting Services

a. Inquiries regarding payment of invoices shall be directed to the designated billing office, (301) 496-6452.

c. Inquiries regarding payment of invoices shall be directed to the designated billing office, (301) 496-6452.

14.

PROMPT PAYMENT

FAR 52.232-25, Prompt Payment (JUN 1997) 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.

15.

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. A valid order number consists of a four (4) alpha characters (HHSN), a three (3) digit number (276), a four (4) fiscal year digit number, follow with a five (5) digit number and an alpha character, e.g. HHSN200712345P or HHSN200712345U.

Resolution and correction of the invoice will require the vendor to contact the ordering official (Person placing the order).

16.

POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

Contractor Performance Evaluations Interim and Final evaluations 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. In addition to the Final evaluation, Interim evaluation(s) will be prepared Annually as follows on June 30 [Insert Dates]. Interim and Final evaluations 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.

Electronic Access to Contractor Performance Evaluations Contractors may access evaluations through a secure Web site for review and comment at the following address:

http://www.cpars.gov

17.

ACKNOWLEDGEMENT OF FEDERAL FUNDING

The Contractor shall clearly state, when issuing statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with Federal money: (1) the percentage of the total costs of the program or project which will be financed with Federal money; (2) the dollar amount of Federal funds for the project or program; and (3) the percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources.

18.

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 e-mail address is Htips@os.dhhs.gov and the mailing address is:

Office of Inspector General

Department of Health and Human Services

TIPS HOTLINE

P.O. Box 23489 Washington, D.C. 20026 19.

QUESTIONS AND ANSWERS

Questions will be accepted for this solicitation through September 4 at 3 PM EST. After that date, the Contract Specialist will review the questions and post answers the following day. No questions will be accepted after that date and time.

All questions shall be submitted via email to Justin Fraser at Justin.Fraser@nih.gov.

25.

OPTION CLAUSES

a. FAR 52.217-8, Option to Extend Services (NOV 1999) “(a)… The Contracting Officer may exercise the option by written notice to the Contractor within thirty (30) calendar days prior to the expiration date of the purchase order.”

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 delivery order, including the exercise of any option under this clause, shall not exceed 12 months.”

c. Base and Option Period Quantities/Periods of Performance