Attachment_3_-_Addendum.pdf

TERMS AND CONDITIONS TO ADDENDUM

PO No. HHSN27620170000TBD

PROFESSIONAL SERVICES TO SUPPORT

COLLECTION MAINTENANCE AND REFORMATTING ACTIVITIES

(Dated: 08/10/2017)

1. 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 38 Loading Dock, Bethesda, Maryland 20892. The vendor may not bill for shipping charges, except as described under "Special Shipping/Handling Charges" below.

2. 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: HHSN27620170000TBD National Library of Medicine 8600 Rockville Pike, Building 38 Loading Dock Bethesda, Maryland 20892

3. 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.

4. 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.

5. BILLING INSTRUCTIONS

(Also see attached Invoice & Payment Provisions dated 2/2014)

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.

(1) Payment requests shall be submitted as follows:

a. One original to the following designated billing office:

National Institutes of Health Office of Financial Management Commercial Accounts 2115 East Jefferson St., Rm. 4B-432, MSC 8500 Bethesda, MD 20892-8500

b. One copy to the following approving official:

TBD, Public Services Division National Library of Medicine

National Institutes of Health 8600 Rockville Pike, Building 38A Bethesda, MD 20894-3827

(2) 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.

d. Identification of whether payment is to be made using a two-way or three-way match. This contract requires a Two-Way match.

e. Task Order number MUST be included on every invoice. Task order number will be identified at issuance of each task order.

6. 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.

7. OPTION PRICES

a. Unless the Government exercises its option pursuant to the OPTION

PROVISIONS article below, this delivery order consists only of the Base Award period (September 30, 2017 through September 29, 2018) as defined in the Statement of Work.

Minimum Estimated Amount (Base Year Period): $100,000.00

Maximum Estimated Amount (Base Year Period): $2,333,333.33

b. Option I, Option to Extend the Term of the Contract - Prices for the Period (September 30, 2018 through September 29, 2019) (First Option Period):

Upon the Government's order during the Option I period of any of the work described in the Statement of Work, the Contractor shall be paid the fixed unit price(s) set forth in the Contractor’s proposal attached and made a part of this Contract, and in accordance with the following estimated amount.

Minimum Estimated Amount (Option Year 1 Period): $100,000.00 Maximum Estimated Amount (Option Year 1 Period): $2,333,333.33

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

(September 30, 2019 through September 29, 2020) (Second Option Period):

Upon the Government's order during the Option II period of any of the work described in the Statement of Work, the Contractor shall be paid the fixed unit price(s) set forth in the Contractor’s proposal attached and made a part of this Contract, and in accordance with the following estimated amount.

Minimum Estimated Amount (Option Year 2 Period): $100,000.00 Maximum Estimated Amount (Option Year 2 Period): $2,333,333.33

8. OPTION PROVISIONS

a. FAR 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)

"(a) The Government may extend the term of this delivery order by written notice to the Contractor within the period of performance of the contract; 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 task order, including the exercise of any options under this clause, shall not exceed 36 months."

9. FAR 52-216-18, Ordering (October 1995)

a. Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of the contract through the end of the period of performance.

b. All delivery orders 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 delivery order or task order is considered “issued” when the

Government sends the Contractor the order via electronic mail.

11. Contract Transition/Phase Out

Contract Start-Up The contractor shall present a plan for the start-up of this new contract and the transition of activities and materials, as appropriate, from the incumbent to the new contractor. The contractor shall acknowledge and incorporate the likelihood that different existing tasks are complex and may require significantly different types of transition as well as length of time for such transition.

Due to the critical nature of certain tasks, there may be a need to coordinate with the incumbent contractor for an extended period to ensure continuity of services.

The contractor shall describe an approach to maintaining effective communication, coordination, and liaison between the Government and the Contractor and between the contractors themselves, during the transition period. The plan should discuss how Government Furnished Property will be transferred. The plan should also include the transfer of historical materials that shall be maintained by the current contractor. The plan should discuss how the contractor plans to accomplish this transition while minimizing the disruption of Government Services.

Final Transition / Contract End

In the event the incumbent is not successful in the recompetition the Contractor shall:

a) present a plan and timetable, within sixty (60) days before the expiration of this contract, that stipulates the assistance that will be provided in the transfer of responsibility to another contractor. The plan should discuss how Government Furnished Property will be transferred. The contractor shall describe an approach to maintaining effective communication, coordination, and liaison between the Government and the Contractor (also between the contractors themselves) during the phase-out period. The plan should discuss how the contractor plans to accomplish this transition while minimizing the disruption of Government Services.

b) fully cooperate with the successor contractor. The contractor shall deliver, in accordance with the delivery schedule, all data, files, records, and documentation to any organization or group selected by the government. The contractor shall provide for the transfer of all information gathered during this contract to the successor contractor’s site or to an alternate site designated by the government.”

10. TASK ORDER/DELIVERY ORDER CONTRACT OMBUDSMAN

In accordance with FAR 16.505(b)(5), the following individual has been designated as the NIH Ombudsman for task order and delivery order contracts.

Dr. Richard G. Wyatt NIH Competition Advocate for Non R&D Contracts 1 Center Drive, 160, MSC 0151 Bethesda, MD 20892-0151 Phone: (301) 496-4920 E-mail: WyattRG@mail.nih.gov

11. CONTRACTING OFFICER'S REPRESENTATIVE (COR)

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

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 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 to this contract.

The Government may unilaterally change its COR designation.

13. ARTICLE G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 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:

TBD NAME(S), TBD TITLE(S)

12. 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.

13. 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.

14. GUN CONTROL

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

18. FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCOREPORATED

BY REFERENCE:

FAR 52.237 Continuity of Services (April 1984)

15. 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