ADDENDUM_TO_TERMS_AND_CONDITIONS.docx

ADDENDUM TO TERMS AND CONDITIONS &

NTIS INVOICE AND PAYMENT INSTRUCTIONS

A. ADDENDUM

1. YEAR 2000 COMPLIANCE

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

The contractor 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.

Commercial Supply Products Warranty

YEAR 2000 WARRANTY--COMMERCIAL SUPPLY ITEMS

The Contractor warrants that each hardware, software and firmware product delivered under this contract and listed below 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, when used in accordance with the product documentation provided by the Contractor, provided that all listed or unlisted products (e.g., hardware, software, firmware) used in combination with such listed product properly exchange date data with it. If the contract requires that specific listed products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to those listed products as a system. The duration of this warranty and the remedies available to the Government for breach of this warranty shall be as defined in, and subject to, the terms and limitations of the Contractor's standard commercial warranty or warranties contained in this contract, provided that notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to the Government under this warranty shall include repair or replacement of any listed product whose non-compliance is discovered and made known to the Contractor in writing within ninety (90) days after acceptance. Nothing in this warranty shall be construed to limit any rights or remedies the Government may otherwise have under this contract with respect to defects other than Year 2000 performance.

YEAR 2000 COMPLIANT ITEMS

2. TRANSPORTATION & SHIPPING TERMS

The F.O.B. point for this Purchase Order is indicated in block 12 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. 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 38A, Maryland 20894. The vendor may not bill for shipping charges, except as described under "Special Shipping/Handling Charges" below.

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. The vendor is responsible for prepaying the special shipping/handling charges and shall bill for them as a separate line item.

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.

Purchase Order Number: TBD National Library of Medicine 8600 Rockville Pike Building 38 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. INVOICES

All products/services under this purchase order shall be accompanied by an invoice and shall contain the following:

a. Company’s Name

b. Purchase Order Number

c. Date of Purchase

d. Itemized List of Services

e. Date of Services

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

g. Delivery/Consignee Address

8. INSPECTION AND ACCEPTANCE PERIOD

The Government reserves the right to an inspection period of not more than five (5) calendar days from the date of receipt of supplies or services prior to acceptance. The receiving report, entered into the National Institutes of Health (NIH) National Institutes of Health 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 five (5) calendar days after receipt of supplies or services.

The Contracting Officer or the duly authorized representative (COR) will perform inspection and acceptance of materials and services to be provided. For the purpose of this section, the project officer is the authorized representative of the Contracting Officer. Inspection and acceptance will be performed at destination, unless otherwise provided. 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 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 52.246-2 Inspection of Supplies-Fixed Price (August 1996) FAR 52.246-4 Inspection of Services-Fixed Price (August 1996)

9. 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.

The vendor’s billing name and Employer’s Federal Identification Number (FEIN) must match with the vendor’s name and FEIN on the purchase order. Invoices from vendors other than the vendor listed in block 7a of the purchase order, will not be paid.

Mail all Original Invoices Directly to:

National Library of Medicine Preservation Services Division 8600 Rockville Pike, Building 38 Bethesda, MD 20894-5488 Attention: TBD

Inquiries relating to payment may be directed to:

Elicia Pratt, Contract Specialist, OA, NLM Elicia.pratt@nih.gov Telephone: 301-496-1766

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 7a. [Note: This only applies to new contracts awarded on/after June 4, 2007, and any existing contract modified to include the number.]

d. DUNS number or DUNS+4 that identifies the Contractor's name and address exactly as stated on the face page of the contract.

e. Identification of whether payment is to be made using a two-way or three-way match. This Purchase Order requires a Three-Way match.

10. 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 alpha characters and digital numbers.

Resolution and correction of the invoice will require the vendor to contact the ordering official (Elicia Pratt).

11. 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.

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.

12. CONTRACTING OFFICER’S REPRESENTATIVE (COR)

The following Contracting Officer’s Representative (COR) will represent the Government for the purpose of this purchase order:

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 evaluations as required; (4) performing technical inspections and acceptance required by this purchase order; 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 purchase order. 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 of any costs incurred during the performance of this purchase order; or (5) otherwise change any terms and conditions of this purchase order; or (6) sign written licensing agreements. Any signed agreement shall be incorporated by reference. The Government may unilaterally change its COR designation.

13. FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCORPORATED BY REFERENCE

This purchase order incorporates the following additional Federal Acquisition Regulation (FAR) clauses and 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. Also, the full text of a FAR clause may be accesses electronically at http://www.acquisition.gov/.

FAR 52.204-8, Annual Representations and Certifications. (DEC 2014) FAR 52.204-19 Incorporation by Reference of Representations and Certifications (December 2014) FAR 52.209-10, Prohibition on Contracting With Inverted Domestic Corporations (December 2014) FAR 52.211-11, Liquidated Damages—Supplies, Services or Research and Development (September 2000) FAR Clause 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (June 2014) FAR Clause 52.223-14, Acquisition of EPEAT®-Registered Televisions (June 2014) FAR Clause 52.223-15, Energy Efficiency in Energy-Consuming Products (December 2007) FAR Clause 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (June 2014) FAR 52.232-18, Availability of Funds (APR 1984) FAR 52.242-13, Bankruptcy (July 1995) FAR 52.242-15, Stop-Work Order (Aug 1989) FAR 52.242-17, Government Delay of Work (April 1984) FAR 52.243-1, Changes-Fixed Price (Aug 1987)

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

This Purchase Order incorporates the following additional Department of Health and Human Services Acquisition Regulation (HHSAR) 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 HHSAR clause may be accesses electronically at http://www.hhs.gov/regulations/hhsar/.

NLM (RC)--Rights in Data--Special Works (11/30/97) HHSAR 352.201-70, Paperwork Reduction Act (January 2006) HHSAR 352.270-1, Accessibility of Meetings, Conferences and Seminars to Persons with Disabilities (January 2001) HHSAR 352.270-7, Conference Sponsorship Request and Conference Materials Disclaimer (January 2010) HHSAR 352.237-73, Non-Discrimination in Service Delivery (March 2012)

15. ARTICLE H. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION

The Contractor shall not use contract funds to disseminate information that is deliberately false or misleading.

16. ARTICLE H. CONTRACTOR'S USE OF LIBRARY RESOURCES AT NIH

The Contractor is authorized to use library resources at NIH in the same manner as NIH staff. The Contractor's approved use of these resources is limited to performing the requirements of this contract. The Contractor shall not use library resources at NIH in a manner that exceeds the Fair Use limitations codified in 17 U.S.C. sec. 107 of the Copyright Act. Contractors shall not share access to library resources at NIH with, perform searches for, or provide results to, non-NIH users, i.e. collaborators at other universities or research centers.

17. ARTICLE H. PUBLICATION AND PUBLICITY

In addition to the requirements set forth in HHSAR Clause 352.227-70, Publications and Publicity incorporated by reference in SECTION I of this contract, the Contractor shall acknowledge the support of the National Institutes of Health whenever publicizing the work under this contract in any media by including an acknowledgment substantially as follows:

"This project has been funded in whole or in part with Federal funds from the , National Institutes of Health, Department of Health and Human Services, under Contract No. TBD"

18. ARTICLE H. 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.

19. ARTICLE H. OBTAINING AND DISSEMINATING BIOMEDICAL RESEARCH RESOURCES

Unique research resources arising from NIH-funded research are to be shared with the scientific research community. NIH provides guidance, entitled, "Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources: Final Notice," (Federal Register Notice, December 23, 1999 [64 FR 72090]), concerning the appropriate terms for disseminating and acquiring these research resources. This guidance, found at: http://www.gpo.gov/fdsys/pkg/FR-1999-12-23/pdf/99-33292.pdf is intended to help contractors ensure that the conditions they impose and accept on the transfer of research tools will facilitate further biomedical research, consistent with the requirements of the Bayh-Dole Act and NIH funding policy.

Note: For the purposes of this Article, the terms, "research tools", "research materials", and "research resources" are used interchangeably and have the same meaning.

20. ARTICLE H. HOTEL AND MOTEL FIRE SAFETY ACT OF 1990 (P.L. 101-391)

Pursuant to Public Law 101-391, no Federal funds may be used to sponsor or fund in whole or in part a meeting, convention, conference or training seminar that is conducted in, or that otherwise uses the rooms, facilities, or services of a place of public accommodation that do not meet the requirements of the fire prevention and control guidelines as described in the Public Law. This restriction applies to public accommodations both foreign and domestic.

Public accommodations that meet the requirements can be accessed at: http://apps.usfa.fema.gov/hotel/ .

ARTICLE H. OMB CLEARANCE

In accordance with HHSAR 352.201-70, Paperwork Reduction Act, the Contractor shall not proceed with surveys or interviews until such time as Office of Management and Budget (OMB) Clearance for conducting interviews has been obtained by the Contracting Officer's Representative (COR) and the Contracting Officer has issued written approval to proceed.

21. ARTICLE H. 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.

22. ARTICLE H. GUN CONTROL

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

23. ARTICLE H. COMMUNICATIONS MATERIALS AND SERVICES

To build and maintain public trust; promote credibility and consistency; minimize consistency and frustration; and contribute to efforts aimed at leveraging reduced resources and eliminating waste in Government, the Contractor shall ensure that all materials generated and/or services provided under this contract, comply with all applicable NIH policy and procedures published by the NIH Office of Management Assessment in conjunction with the NIH Office of Communications and Public Liaison as set forth below.

This acquisition requires the contractor to:

[ ] Prepare, review, and/or distribute NIH Publications and Audiovisuals.

NIH Policy Manual Chapter 1183, "NIH Publications & Audiovisuals: Preparation, Review, Approval & Distribution," is applicable to this contract. http://oma1.od.nih.gov/manualchapters/management/1183/ .

[ ] Use the NIH name and logo.

NIH Policy Manual Chapter 1186, "Use of NIH Names and Logos," is applicable to this contract. http://oma1.od.nih.gov/manualchapters/management/1186/ .

[ ] Create and/or Manage a Public Website which includes NIH hosted social media site(s), Web application(s) and mobile Web Site(s).

NIH Policy Manual Chapter 2804, "Public-Facing Web Management," is applicable to this contract. http://oma1.od.nih.gov/manualchapters/management/2804/ .

[ ] Create and/or Manage an NIH Website that maintains and disseminates personal information.

NIH Policy Manual Chapter 2805, "NIH Web Privacy Policy," is applicable to this contract. http://oma1.od.nih.gov/manualchapters/management/2805/ .

[ ] Create and/or Manage an NIH hosted and/or funded social media site(s), Web application(s) and mobile Web site(s).

NIH Policy Manual Chapter 2809, "NIH Social and New Media Policy," is applicable to this contract. http://oma1.od.nih.gov/manualchapters/management/2809/ .

Additional Standards applicable to this contract are identified in the Statement of Work. If it is determined by the Government that products, services, and deliverables provided by the Contractor do not conform to standards described in these directives, remediation to an acceptable level of conformance shall be the responsibility of the Contractor at its own expense.

24. ARTICLE H. 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