Attachment_3_-_Terms_ _Conditions_and_Addendum.pdf

ADDENDUM TO TERMS AND CONDITIONS

A. ADDENDUM

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

"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 contract provides otherwise, the cost of shipping and risk of loss are borne by the buyer or consignee (Government).

For this contract, "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, Bethesda, Maryland 20894. 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 contract provides otherwise, the cost of shipping and risk of loss are borne by the seller or consignor (Contractor).

For this contract, "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, Bethesda, 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 contract. "F.O.B. Special" means that special shipping or handling charges are authorized as specifically detailed in an addendum to the contract. 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.

Contract Number HHSN276201600005I National Library of Medicine 8600 Rockville Pike Building 38A Loading Dock 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 contract shall be accompanied by a delivery ticket or packing slip and shall contain the following:

a. Name of Vendor

b. Contract 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. 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.

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) 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.

9. 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.

10. BILLING INSTRUCTIONS

The vendor shall submit an original invoice. Invoices may be submitted daily, weekly, or monthly at the discretion of the vendor, however, invoices shall not be submitted until goods have been delivered or services performed.

The Contractor/Offeror's name and Vendor Identification Number must agree with the vendor's name and Vendor Identification Number on the contract.

Mail all Original Invoices Directly to:

National Institutes of Health OFM, Commercial Accounts, Room 4B-432 2115 East Jefferson St. MSC 8500 Bethesda, Maryland 20892-8500

For simplified acquisitions, the procedures for submitting invoices to the Office of Financial Management, Commercial Accounts, remain the same. However, effective June 4, 2007, payment requests under simplified acquisitions will be slightly modified.

For Blanket Purchase Agreement Records of Call (which will be renamed BPA Calls), Contracts, Professional Services Orders, Repair Orders, and Reprint Orders (all of which will be renamed Contracts), and Contract Records of Call (which will be renamed task orders/delivery orders), the following information must be included on all invoices:

Name and address of the Contractor/Vendor.

Invoice date.

Task Order number/Release Number, and where applicable, main agreement number (e.g., BPA, contract).

The words “Two-Way Match” must be listed Description, quantity, unit of measure, unit price, and extended price of supplies delivered or service performed.

Shipping and payment terms (e.g., shipment number and date of shipment, prompt payment discount terms).

Name and complete mailing address where payment is to be sent per ACH information on record.

Name (where practicable), title, telephone number and mailing address of person to be notified in event of a defective invoice.

DUNS number or DUNS+4, as registered in SAM.

Vendor Identification Number. (Note: This only applies to new contracts, task/delivery orders, and BPAs awarded on/after June 4, 2007. The Vendor Identification Number is a 7 digit number that appears after the vendor’s name on the face page of the award document in the block where the contractor’s name and address appear.)

Any other information or documentation required by the order (e.g., evidence of shipment).

NIH contractors and vendors are also reminded that it is their responsibility, unless exempt by FAR 4.1102(a), to ensure the completeness and accuracy of the information in the System for Award Management (SAM) database. The Government is not responsible for late payments that result from inaccurate or incomplete data.

If you have any questions, please contact your Contracting Officer or Contract Specialist.

Inquiries relating to payment may be directed to:

Accounts Payable Section, OFM Telephone: (301) 496-6088

In order to facilitate the prompt payment of invoices for "Service Type contracts" e.g. Professional Services, Programming Services, it is recommended that the vendor submit a photocopy of the invoice to the Project Officer designated for the acquisition.

11. 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 contract 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.

12. RETURNED INVOICES

Invoices will be returned for: 1) failing to cite a release/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. HHSN276201600005I.

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

13. OPTION PRICES

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

b. Pursuant to clause 52.217-(9), the Government may, by unilateral modification, require the vendor to perform the Option Requirements of the Specifications. If the Government exercises its option(s), notice must be given within the period of performance of the contract.

c. Option I, Option to Extend the Term of the Contract - Prices for the Period

April 5, 2017 through April 4, 2018 (First Option Year):

(1). Upon the Government's order during the Option I period of any of the item(s) specified below and described in the Specifications, the vendor shall be paid the fixed unit price(s) set forth below upon delivery and Government acceptance:

SCHEDULE OF CHARGES FOR OPTION I

Total Price for the Option I Period: $TBD minimum up to $TBD maximum

(2). Delivery Schedule for Option I (Refer to Specifications for Detail).

d. Option II, Option to Extend the Term of the Contract - Prices for the Period

April 5, 2018 through April 4, 2019 (Second Option Year):

(1). Upon the Government's order during the Option II period of any of the item(s) specified below and described in the Specifications, the vendor shall be paid the fixed unit price(s) set forth below upon delivery and Government acceptance:

SCHEDULE OF CHARGES FOR OPTION II

Total Price for the Option II Period: $TBD minimum up to $TBD maximum

(2). Delivery Schedule for Option II (Refer to Specifications for Detail).

14. OPTION PROVISIONS

a. 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 within 30 days.

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

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

"(2) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) years."

15. FAR 52.216-18, ORDERING

(a) Any supplies and services to be furnished under this contract shall be ordered by modification of this order via Standard Form 1449 by the Contracting Officer. Such orders may be issued from the contract award date through the expiration of the contract.

(b) All delivery 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 task order is considered “issued” when the Government deposits the order in the mail.

16. FAR 52.216-19, ORDER LIMITATIONS

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $100,000.00;

(2) Any order for a combination of items in excess of $100,000.00; or

(3) A series of orders from the same ordering office within Ten (10) days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) Notwithstanding paragraph (b) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within Ten (10) days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

17. FAR 52.216-22, INDEFINITE QUANITY

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 12 months beyond the contract expiration date.

18. 52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts (Aug 2012)

The Government will pay the Contractor as follows upon the submission of vouchers approved by the Contracting Officer or the authorized representative:

(a) Hourly rate.

(1) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(i) Performed by the Contractor;

(ii) Performed by the subcontractors; or

(iii) Transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control.

(2) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the Schedule by the number of direct labor hours performed.

(3) The hourly rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by employees that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(4) The hourly rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis.

(5) Vouchers may be submitted not more than once every two weeks, to the Contracting Officer or authorized representative. A small business concern may receive more frequent payments than every two weeks. The Contractor shall substantiate vouchers (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by-

(i) Individual daily job timekeeping records;

(ii) Records that verify the employees meet the qualifications for the labor categories specified in the contract; or

(iii) Other substantiation approved by the Contracting Officer.

(6) Promptly after receipt of each substantiated voucher, the Government shall, except as otherwise provided in this contract, and subject to the terms of paragraph (e) of this clause, pay the voucher as approved by the Contracting Officer or authorized representative.

(7) Unless otherwise prescribed in the Schedule, the Contracting Officer may unilaterally issue a contract modification requiring the Contractor to withhold amounts from its billings until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interests.

The Contracting Officer may require a withhold of 5 percent of the amounts due under paragraph (a) of this clause, but the total amount withheld for the contract shall not exceed $50,000. The amounts withheld shall be retained until the Contractor executes and delivers the release required by paragraph (g) of this clause.

(8) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. If no overtime rates are provided in the Schedule and overtime work is approved in advance by the Contracting Officer, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(b) Materials.

(1) For the purposes of this clause-

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Materials means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); and

(D) Applicable indirect costs.

(2) If the Contractor furnishes its own materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

(i) Quantities being acquired; and

(ii) Actual cost of any modifications necessary because of contract requirements.

(3) Except as provided for in paragraph (b)(2) of this clause, the Government will reimburse the Contractor for allowable cost of materials provided the Contractor-

(i) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(ii) Ordinarily makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(4) Payment for materials is subject to the Allowable Cost and Payment clause of this contract. The Contracting Officer will determine allowable costs of materials in accordance with Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date of this contract.

(5) The Contractor may include allocable indirect costs and other direct costs to the extent they are-

(i) Comprised only of costs that are clearly excluded from the hourly rate;

(ii) Allocated in accordance with the Contractor's written or established accounting practices; and

(iii) Indirect costs are not applied to subcontracts that are paid at the hourly rates.

(6) To the extent able, the Contractor shall-

(i) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(ii) Take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and other benefits. When unable to take advantage of the benefits, the Contractor shall promptly notify the Contracting Officer and give the reasons.

The Contractor shall give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit of the Contractor, or would have accrued except for the fault or neglect of the Contractor. The Contractor shall not deduct from gross costs the benefits lost without fault or neglect on the part of the Contractor, or lost through fault of the Government.

(7) Except as provided for in 31.205-26(e) and (f), the Government will not pay profit or fee to the prime Contractor on materials.

(c) If the Contractor enters into any subcontract that requires consent under the clause at 52.244-2, Subcontracts, without obtaining such consent, the Government is not required to reimburse the Contractor for any costs incurred under the subcontract prior to the date the Contractor obtains the required consent. Any reimbursement of subcontract costs incurred prior to the date the consent was obtained shall be at the sole discretion of the Government.

(d) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule, and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during performing this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performing this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(e) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(f) Audit. At any time before final payment under this contract, the Contracting Officer may request audit of the vouchers and supporting documentation. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding vouchers, that are found by the Contracting Officer or authorized representative not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. Upon receipt and approval of the voucher designated by the Contractor as the “completion voucher” and supporting documentation, and upon compliance by the Contractor with all terms of this contract (including, without limitation, terms relating to patents and the terms of paragraph (g) of this clause), the Government shall promptly pay any balance due the Contractor. The completion voucher, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 120 days (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(g) Assignment and Release of Claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(1) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by the Contractor.

(2) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(3) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(h) Interim payments on contracts for other than services.

(1) Interim payments made prior to the final payment under the contract are contract financing payments. Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act.

(2) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(i) Interim payments on contracts for services. For interim payments made prior to the final payment under this contract, the Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(End of clause)

19. TASK ORDER/DELIVERY CONTRACT OMBUDSMAN

In accordance with FAR 16.505(b)(5), the following individual has been designated as the NIH Competition Advocate and Task Order and Delivery Order Ombudsman for NIH:

Sherry Mills, M.D., M.P.H., Director Office of Extramural Programs National Institutes of Health 6705 Rockledge Drive, Suite 350 Bethesda, MD 20892 301-435-2729

FAX: 301-480-0146

millsshe@od.nih.gov