Addendum_Attachment_2.doc

Attachment #2

ADDENDUM TO TERMS AND CONDITIONS OF CONTRACT

PO: To be determined

Offsite Storage for Microfilm Motion Picture Film and Magnetic Tape

Draft: June, ___ 2018

1. TRANSPORTATION & SHIPPING TERMS

The F.O.B. point for this Purchase Order is indicated in block 15 of page 1 of the 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. 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 Purchase Order provides otherwise, the cost of shipping and risk of loss are borne by the buyer or consignee (Government).

For this Purchase Order, "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, Bldg. 38 Loading Dock, Bethesda, Maryland 20892. 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 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, Bldg. 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.

Contract Number: To be determined

National Library of Medicine

8600 Rockville Pike

Building 38A Loading Dock

Bethesda, Maryland 20894

3. 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.

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. 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.

6. 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 receiving official:

Walter Cybulski, 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 three-way or three-way match. This Purchase Delivery Order requires a TWO-way match.

7. 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.

8. OPTION PROVISIONS

1) FAR 52.217-8, Option To Extend Services (November 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.

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 June 30, 2023.

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 deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

10. 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 July 1, 2019 through June 30, 2020 (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: $________ minimum up to $__________ 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 July 1, 2020 through June 30, 2021 (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: $___________ minimum up to $___________ maximum

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 July 1, 2021 through June 30, 2022 (Third Option Year):

1) Upon the Government's order during the Option III 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 III

Total Price for the Option III Period: $__________ minimum up to $____________ maximum

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 July 1, 2022 through June 30, 2023 (Fourth Option Year):

1) Upon the Government's order during the Option IV 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 IV

Total Price for the Option IV Period: $___________ minimum up to $________ maximum

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

11. 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 sixty (60) days before the contract expires."

"(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years."

12. FAR 52.216-18, ORDERING (Oct 1995)

(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.

13. FAR 52.216-19, ORDER LIMITATIONS (Oct 1995)

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.

14. FAR 52.216-22, INDEFINITE QUANITY (Oct 1995)

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.

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

16. 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

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.

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. 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.

19. GUN CONTROL

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

20. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-74 (December 2015)

1. Pursuant to Section 508 of the Rehabilitation Act of 1973(29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all electronic and information technology (EIT) supplies and services developed, acquired, or maintained under this contract or order must comply with the "Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards'' set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the "Access Board'') in 36 CFR part 1194. Information about Section 508 is available at http://www.hhs.gov/web/508 . The complete text of Section 508 Final Provisions can be accessed at http://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-section-508-standards .

2. The Section 508 accessibility standards applicable to this contract or order are identified in the Statement of Work or Specification or Performance Work Statement. The contractor must provide any necessary updates to the submitted HHS Product Assessment Template(s) at the end of each contract or order exceeding the simplified acquisition threshold (see FAR 2.101) when the contract or order duration is one year or less. If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

3. The Section 508 accessibility standards applicable to this contract are: (Contract staff must list applicable standards)

4. In the event of a modification(s) to this contract or order, which adds new EIT supplies or services or revises the type of, or specifications for, supplies or services, the Contracting Officer may require that the contractor submit a completed HHS Section 508 Product Assessment Template and any other additional information necessary to assist the Government in determining that the EIT supplies or services conform to Section 508 accessibility standards. Instructions for documenting accessibility via the HHS Section 508 Product Assessment Template may be found under Section 508 policy on the HHS Web site: ( http://www.hhs.gov/web/508 ). If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

5. If this is an Indefinite Delivery contract, a Blanket Purchase Agreement or a Basic Ordering Agreement, the task/delivery order requests that include EIT supplies or services will define the specifications and accessibility standards for the order. In those cases, the Contractor may be required to provide a completed HHS Section 508 Product Assessment Template and any other additional information necessary to assist the Government in determining that the EIT supplies or services conform to Section 508 accessibility standards. Instructions for documenting accessibility via the HHS Section 508 Product Assessment Template may be found at http://www.hhs.gov/web/508 . If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the provided documentation, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

21. FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCOREPORATED BY REFERENCE:

FAR 52.204-7 System for Award Management. (JUL 2013)

FAR 52.204-8 Annual Representations and Certifications. (APR 2016)

FAR 52.217-6, Option for Increased Quantity (Mar 1989)

FAR 52.217-7, Option for Increased Quantity – Separately Priced Line Item (MAR 1989)

FAR 52.217-8, Option to Extend Services (November 1999)

FAR 52.217-9, Option to Extend the Term of the Contract (March 2000)

FAR 52.232-18 Availability of Funds (Apr 1984)

FAR 52.232-19, Availability of Funds for the Next Fiscal Year (APR 1984)

FAR 52.232-22 Limitation of Funds, (Apr 1984)

FAR 52.237, Continuity of Services (April 1984)

FAR 52.239-1, Privacy and Security Safeguards (August 1996)

FAR 52.242-15, Stop-Work Order (Aug 1989)

FAR 52.242-17, Government Delay of Work (April 1984)

22. NATIONAL INSITUTES OF HEALTH (NIH) CLAUSES:

NLM (RC)—Rights in Data—Special (11/30/97)

23. 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

24. ATTACHMENTS

The following attachments are hereby made a part of this order:

a. Terms and Conditions Addendum

b. Invoice and Payment Provisions (2/2014)

c. Far Clauses 52.212-4 and 52.212-5