Attachment_4_-_Addendum_to_Terms_and_Conditions.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 HHSN276201600004I 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.

Order number, and where applicable, main agreement number (e.g., BPA, contract).

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 Central Contractor Registration (CCR) database. Contractors and vendors that are not registered in CCR must ensure that NIH has current, accurate, and complete data to process its payment requests. 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 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. HHSN276201600004I.

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 March 1, 2017 through February 29, 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: $10,000 minimum up to $500,000 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

March 1, 2018 through February 29, 2019 (Second Option Year):

(1). Upon the Government's order during the Option II period of any of the

SCHEDULE OF CHARGES FOR OPTION II

Total Price for the Option II Period: $10,000 minimum up to $500,000

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

e. Option III, Option to Extend the Term of the Contract - Prices for the Period March 1, 2018 through February 29, 2019 (Third Option Year):

(1). Upon the Government's order during the Option III period of any of the

SCHEDULE OF CHARGES FOR OPTION III

Total Price for the Option III Period: $10,000 minimum up to $500,000

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

f. Option IV, Option to Extend the Term of the Contract - Prices for the Period March 1, 2018 through February 29, 2019 (Fourth Option Year):

(1). Upon the Government's order during the Option IV period of any of the

SCHEDULE OF CHARGES FOR OPTION IV

Total Price for the Option IV Period: $10,000 minimum up to $500,000

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

14. OPTION PROVISIONS

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

"(a) 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."

"(c) 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 $500,000.00;

(2) Any order for a combination of items in excess of $500,000.00; 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.