RFP-SF_1449-Final.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE 17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITON IS

UNRESTRICTED OR

NAICS:

SIZE STANDARD:

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

EMERGING SMALL

BUSINESS

8(A)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

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RFP Number: NIHOD2017120

B. Continuation of Standard Form 1449 Block 20

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

The contractor shall provide trademark-related services that may be required by the NIH Branch of the

Office of General Counsel (“NIH-OGC”) in its role as the Department’s lead provider of intellectual property legal counseling.

ARTICLE B.2. PRICES

a. The total estimated amount of this contract shall be determined at the time of award.

b. The prices set forth in this ARTICLE will cover the contract period February 26, 2018 through

February 25, 2019.

c. The Government will issue Task Orders based on the work described in Article C below and the following schedule. Upon delivery and acceptance of the item(s) described in each Task Order, the Government shall pay to the Contractor the price(s) set forth below:

BASE PERIOD

Base Period- (February 26, 2018 - February 25, 2019)

Description of Item Estimated

Quantity (Hours) Rate Amount

Senior Partner II 20 Senior Partner 20 Partner 40 Senior Associate 65 Associate 65 Paralegal 45 Legal Assistant 1

Other Expenses: All other costs, including filing fees, drawings, faxing, telephone, courier, other delivery, foreign agents costs shall be billed at acquisition or production costs with no additional markup.

Not to exceed (NTE) $10,000

Base Period Ceiling Amount:

d. Unless the Government exercises its option pursuant to the option clause, this contract consists only of the Base Period specified above.

e. Pursuant to FAR Clause 52.217-9 (Option to Extend) set forth in the contract, the Government may, by unilateral contract modification, require the Contractor to perform the Option Period(s) specified in the Statement of Work. If the Government exercises this/these option(s), notice must be given before the expiration date of the contract. Specific information regarding the time frame for this notice is set forth in the FAR Clause 52.217-9.

f. Upon the delivery and acceptance of the services described in the Statement of Work and identified in the schedule of charges below, the Government shall pay the Contractor the unit price(s) set forth below for the applicable option period:

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OPTION PERIOD ONE (1)

Option Period One (1)- (February 26, 2019 - February 25, 2020)

Quantity (Hours) Rate Amount

Senior Partner II 20 Senior Partner 20 Partner 40 Senior Associate 65 Associate 65 Paralegal 45 Legal Assistant 1

Other Expenses: All other costs, including filing fees, drawings, faxing, telephone, courier, other delivery, foreign agents costs shall be billed at acquisition or production costs with no additional markup.

Not to exceed (NTE) $10,000

Option One (1) Period Ceiling

Amount:

OPTION PERIOD TWO (2)

Option Period Two (2)- (February 26, 2020 - February 25, 2021)

Rate Amount

Senior Partner II 20 Senior Partner 20 Partner 40 Senior Associate 65 Associate 65 Paralegal 45 Legal Assistant 1

Other Expenses: All other costs, including filing fees, drawings, faxing, telephone, courier, other delivery, foreign agents costs shall be billed at acquisition or production costs with no additional markup.

Not to exceed (NTE) $10,000

Option Period Two (2) Ceiling

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OPTION PERIOD THREE (3)

Option Period Three (3)- (February 26, 2021 - February 25, 2022)

Unit Price Range Amount

Senior Partner II 20 Senior Partner 20 Partner 40 Senior Associate 65 Associate 65 Paralegal 45 Legal Assistant 1

Other Expenses: All other costs, including filing fees, drawings, faxing, telephone, courier, other delivery, foreign agents costs shall be billed at acquisition or production costs with no additional markup.

Not to exceed (NTE) $10,000

Option Period Three (3) Ceiling

OPTION PERIOD FOUR (4)

Option Period Four (4)- (February 26, 2022 - February 25, 2023)

Unit Price Range Amount

Senior Partner II 20 Senior Partner 20 Partner 40 Senior Associate 65 Associate 65 Paralegal 45 Legal Assistant 1

Other Expenses: All other costs, including filing fees, drawings, faxing, telephone, courier, other delivery, foreign agents costs shall be billed at acquisition or production costs with no additional markup.

Not to exceed (NTE) $10,000

Option Period Four (4) Ceiling

GRAND CEILING TOTAL (Base + 4 Option Periods):

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C. Contract Clauses

C.I FAR 52.212-4 Contract Terms and Conditions—Commercial Items (Jan 2017)

The clause at 52.212-4, Contract Terms and Conditions-Commercial Items includes terms and conditions which are, to the maximum extent practicable, consistent with customary commercial practices and is incorporated in the solicitation and contract by reference (see Block 27, SF 1449) 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.

C.II Addendum to FAR 52.212-4 Contract Terms and Conditions —Commercial Items:

ARTICLE C.1. DESCRIPTION-STATEMENT OF WORK

PROJECT TITLE: Access to Web of Science, EndNote and InCites

I. Statement of Work

PURPOSE

This contract is for trademark-related services that may be required by the NIH Branch of the Office of

General Counsel (“NIH-OGC”) in its role as the Department’s lead provider of intellectual property legal counseling. Unless directed to do so by NIH-OGC, the contractor shall not provide these services directly to any other component of the NIH or any other organization on whose behalf the NIH-OGC is working.

BACKGROUND

In October 2008, NIH-OGC assumed responsibility for providing trademark services to all of the HHS operational divisions. NIH-OGC provides trademark searching and counseling; filing and prosecution of trademark applications with the U.S. Patent and Trademark Office; international trademark procurement and prosecution; brand management and counseling; domestic and international trademark licensing; and pre-litigation counseling and dispute resolution. Some of this work will be assigned to the contractor.

WORKLOAD

Work Assignment

After considering the individual requirements, the work will be assigned through the issuance of a Task Order by NIH-OGC. No work may be undertaken by the contractor without the receipt of a completed Task Order form that has been signed by the NIH-OGC Task Ordering Official and approved for funding as signified by the assignment of an NIH procurement order number.

In the event that a contractor cannot accept work due either to time and/or resource constraints or a professional conflict of interest, the contractor will timely notify NIH-OGC.

Conflict of Interest

Since contractors who submit proposals may also be involved in representing clients in the private sector on trademark matters, the Government anticipates that there may be potential for a professional conflict of interest. Accordingly, all contractors are required to prepare and submit Conflict of Interest Plans and Policies as part of their proposals. These plans are considered to be part of the contract.

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However, because the basic purpose of the contract is to handle work as deemed appropriate by the NIH-OGC, it is imperative that the contractor generally be able to perform the work assigned to it under the contract.

Following award of the contract, the contractor will be required to certify on each Task order that no conflict of interest exists regarding the work requirement.

The Government is not obligated to issue an order on a contract if the Government believes that the contractor may have a professional conflict of interest, and the contractor may decline to accept any order based on a professional conflict of interest. Should any questions be raised as to whether or not a situation is considered to be a conflict, the Contracting Officer

Representative (COR) shall make the final determination.

STATEMENT OF WORK

The following trademark-related services shall be required:

Search Services

a. Domestic and international trademark searching and clearance.

b. Trademark infringement and validity searches.

Trademark Prosecution Services

The contractor shall perform all necessary and appropriate services in connection with the filing of trademark registration applications. All foreign trademark matters shall be handled by the contractor, or foreign associates under the direction of the contractor, in accordance with the applicable statues, regulations, and case law of the particular foreign jurisdiction. The trademark prosecution services to be provided to NIH-OGC are generally to be considered equivalent to those of “In-House Counsel” and are not to be considered merely equivalent to

“Overflow Work.”

All trademark prosecution services will be conducted on a task order basis. The NIH-OGC Task

Ordering Official will originate a Task Order Request for Quote that will describe the specific task and scope of work to be performed. See the “Task Orders” section, below, for additional details relating to the task ordering procedures. Some specific examples of requirements related to trademark prosecution services or for particular tasks that will not be enumerated on a task order are:

a. Maintain a current case docket to ensure that actions are taken and fees paid on a timely basis.

b. Generally, NIH-OGC will be responsible for the payment of all maintenance fees on

U.S. and foreign trademarks and applications.

c. Mailing copies of all papers filed in the U.S. or foreign trademark office (deliverables) to

NIH-OGC and other recipients that are identified in the Task Order, or have been otherwise identified in writing by the NIH-OGC Task Ordering Official, within five (5) business days of the filing.

d. When documents are filed with the USPTO or a foreign trademark office, a copy of the document will be forwarded to NIH-OGC.

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e. Mailing copies of official papers and attachments from the USPTO, other authorities, and foreign associate counsel (deliverables) within five (5) business days of their receipt to the NIH-OGC and other parties as identified in the “DELIVERY OF

MATERIAL” section. An analysis of such official correspondence is not required.

f. Preparing drafts of documents for submission to the USPTO and counterpart foreign authorities sufficiently prior to relevant response time for review and to provide substantive comments in advance of such deadlines and before extension fees might need to be paid; a reasonable time is dependent upon the facts of the circumstances of particular cases, however, the Government believes a minimum of ten (10) working days will be required for review and preparation of comments.

Oppositions and Cancellations

The contractor shall, at the direction of NIH-OGC, file oppositions and cancellations with the

Trademark Trial and Appeal Board (TTAB), and take necessary actions to represent NIH-OGC.

The contractor shall work closely with the attorneys and staff at NIH-OGC throughout opposition and cancellation proceedings.

Domain Name Dispute Resolution Actions

The contractor shall, at the direction of NIH-OGC, file UDRP, URS, or other domain name dispute resolution actions with entities offering domain name dispute resolution outside of the federal or state court systems, and take necessary actions to represent NIH-OGC. The contractor shall work closely with the attorneys and staff at NIH-OGC throughout the proceedings.

Licensing

The contractor shall, upon request, provide counseling services to NIH-OGC about select licensing domestic and international licensing matters. The field of use of the license may vary.

Anti-Counterfeiting

The contractor shall, upon request, consult with NIH-OGC on U.S. anti-counterfeiting matters, which includes the development of anti-counterfeiting strategies. The contractor may be asked to assist NIH-OGC with anti-counterfeiting matters before the U.S. Customs Service. Also, the contractor, through an appropriate foreign associate, shall represent NIH-OGC in anti-counterfeiting matters outside of the United States.

Ancillary Trademark Services and Other Work

a. Obtaining copies of trademarks, file histories, assignment records, as requested; and

b. Obtaining signatures of designated authorities on legal papers and deliver to the USPTO and/or foreign offices, under very tight time constraints; and

c. Routine matters such as filing applications to register works or filing recordations of assignments at the U.S. Copyright Office, or a copyright office located outside of the

United States.

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Infringement

a. Evaluate complex trademark law matters, particularly with respect to questions of priority, dilution, and infringement.

b. Provide litigation-related support and services.

SPECIFIC INSTRUCTIONS

Study and Evaluation

For Task Orders specifying the study and evaluation of trademarks or other materials, the contractor shall perform the study and evaluation and shall submit a report to the NIH-OGC

Task Ordering Official.

Deadlines

The contractor shall be responsible for timely handling and filing of submissions to the USPTO and other trademark authorities and must adequately determine and notify the NIH-OGC Task

Ordering Official of relevant deadlines.

In the event of failure by the contractor to perform within established timeframes for filing and it is determined by the Contracting Officer (a contractual matter that is concurred by the

Contracting Officer Representative) to have been due to a delay, a lack of action, or inappropriate action by the contractor, the contractor agrees that it and not the NIH-OGC shall be liable for any fees, expenses related to professional services, and other additional costs to revive or otherwise extend the period for response. Fees may include, for example, extension of time fees not previously authorized by NIH-OGC. Such failures may be considered by NIH-

OGC in determinations regarding exercise of any option year under the contracts and as part of any past performance evaluation. Repeated failures may be considered grounds for termination of the contract.

TASK ORDERS

Services provided to the Government under this contract are done on a task order basis. Services provided to the Government must be invoiced to the Government at the completion of the Task Order and not on a monthly or other interim basis except in the limited circumstances described in the “Task

Order Procedures” subsection.

Services will be ordered by the issuance of individual Task Orders. Each Task Order will be priced and structured as appropriate depending on the nature of the services/deliverables required.

a. A written Task Order shall be the only basis for acquisition of services/deliverables under this contract.

b. The Task Order Request for Quote will be initiated directly with the contractor only by an NIH-OGC Task Ordering Official.

c. The contractor shall be responsible for performance in accordance with the terms and conditions of the contract when a Task Order is placed by an NIH-OGC Task Ordering

Official.

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d. In the event that a contractor cannot accept work, due to either time and/or resource constraints, or a professional conflict of interest, the NIH-OGC Task Ordering Official may assign the work to another contractor.

e. With the approval of the NIH-OGC, a contractor, on a case-by-case basis, may use personnel other than KEY PERSONNEL to assist in the performance of tasks associate with a particular requirement. The use of these personnel should be the exception, not the rule. NIH-OGC must approve in writing the use of such personnel prior to the firm using such personnel. If a contractor believes that such personnel will be needed on a routine basis, they must request NIH-OGC approval to have them added as

KEY PERSONNEL. A contract modification signed by the Contracting Officer constitutes approval of the update in Key Personnel. Such temporary personnel should be charged in the OTHER category on the Task order as “SPECIALIZED PERSONNEL

– [NAME].”

f. The Task Order must accurately reflect the labor mix that the contractor will actually use to perform the task described. For example, if the contractor plans to staff the task by using a Partner, it WOULD NOT be appropriate to complete the Task Order Request for Quote estimate showing only an Associate’s time and then justify the substitution of personnel by saying the other staff used (in this example, the Partner) cost the

Government the same amount or less (in other words, here, the Partner took less time) than using the staff originally proposed.

g. An NIH-OGC Task Ordering Official may request an alternative labor mix than that which may be quoted by the contractor on a Task Order Request for Quote estimate. If the NIH-OGC Task Ordering Official and contractor cannot agree on the labor mix, the

Task Order may not be awarded to the contractor and may be transferred to a different contractor.

TASK ORDER PROCEDURES

One or more Task Orders (TOs) may be issued during the performance period of this contract.

a. When the NIH-OGC Task Ordering Official identifies a specific requirement for work to be performed under this contract, NIH-OGC will originate a written Task Order Request

For Quote (TORFQ).

b. The TORFQ does not commit the NIH to pay any costs incurred in the submission of any quote, nor does it commit the NIH to award a Task Order for such services. The

NIH intends for each TORFQ to be negotiated into a resulting Task Order; however, there is no guarantee that a Task Order will be issued in every case.

c. Upon receipt of the TORFQ, the contractor shall submit a quote. The quote (estimate) should provide details related to the performance of the task required including, (1) names of key personnel to perform the task, (2) labor hours required, and (3) a price estimate for completion of the task based on the labor hours for the particular Key

Personnel who will perform the task and other anticipated charges (fax, photocopy, Federal Express, PTO fees, etc.).

d. The estimate proposed by the contractor represents a negotiated price ceiling for performance of the task. [The negotiated price ceiling for the individual tasks shall not be exceeded during performance without a prior written request to the NIH-OGC Task

Ordering Official for acceptance, and then the NIH-OGC Task Ordering Official’s

- 10 -authorization of funds.] Hourly rates proposed by the contractor may not exceed the maximums stated in the contract.

e. Upon receipt of the completed TORFQ documents the NIH-OGC Task Ordering Official will evaluate the quote for reasonableness and accuracy. Evaluation factors will include at a minimum, an assessment of price and the proposed personnel.

f. The signed Task Order and approved TORFQ will be sent to the contractor, thereby authorizing the contractor to begin work.

g. The contractor shall provide an invoice detailing the work performed when the deliverable for the task is completed. The contractor may invoice for interim work completed under a Task Order issued that involves foreign prosecution as long as the requirements of such a task have been completed to the satisfaction of the NIH-OGC

Task Ordering Official.

h. When all ordered deliverables are determined to meet Task Order requirements, NIH-

OGC will indicate receipt and authorize payment to the NIH Commercial Accounts

Branch, Office of Financial Management.

ENTRANCE CONFERENCE

Within two (2) weeks after contract award, or as soon as is practical for NIH-OGC, a firm that receives a contract as a result of this solicitation is required to attend a one-half day (4 hour) orientation for the

NIH-OGC Trademark Team located in Bethesda, Maryland. The orientation will be held to meet the

NIH-OGC Trademark Team and the NIH Contracting Officer, as well as to review ordering and billing procedures. If the firm is not located within a 50-mile radius of NIH-OGC, the meeting may be held via teleconference or video conference.

C.2. PERIOD OF PERFORMANCE

a. The period of performance of this contract shall be from February 26, 2018 through February

25, 2019.

b. If the Government exercises its option(s) pursuant to the OPTION PROVISION in Article

C of this contract, the period of performance will be increased as listed below:

Option Option Period

Option Period One (1) February 26, 2019 - February 25, 2020

February 25, 2019 - February 24, 2020

February 25, 2019 - February 24, 2020

Option Period Two (2) February 26, 2020 - February 25, 2021

Option Period Three (3) February 26, 2021 - February 25, 2022

Option Period Four (4) February 26, 2022 - February 25, 2023

C.3. NAICS CODE AND SIZE STANDARD

Note: The following information is to be used by the offeror in preparing its Representations and

Certifications:

1. The North American Industry Classification System (NAICS) code for this acquisition is

541110.

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2. The small business size standard is $11M.

C.4. TYPE OF CONTRACT AND NUMBER OF AWARDS

1. It is anticipated that one award will be made from this solicitation and that the award will be made on/ about February 26, 2018.

2. It is anticipated that the award from this solicitation will be a single multiple-year, firm-fixed price, indefinite delivery type contract with a one year base period of performance with four, one (1) year option periods.

C.5. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)

This contract incorporates the following clause(s) 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.

Also, the full text of a clause may be accessed electronically at this address:

https://www.acquisition.gov/?q=browsefar.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:

52.242-15, Stop Work Order (August 1989)

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

52.246-4, Inspection of Services - Fixed Price (August 1996).

C.6. CONTRACTING OFFICER'S REPRESENTATIVE (COR)

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

To be determined at time of award

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 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 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 in

Section K of the contract.

The Government may unilaterally change its COR designation.

https://www.acquisition.gov/?q=browsefar

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C.7. METHOD OF ORDERING

a. Orders issued under this contract may be placed as follows: [X] in writing

[ ] via telephone

[ ] via facsimile (fax)

[ ] via electronic mail (e-mail)

[ ] Oral [Oral Orders will be confirmed in writing within days of issuance.

[X] Other Specify: A Task Order/Delivery Order Number shall be given to you at the time the order is placed. The contractor is cautioned not to accept an order unless one of these numbers is issued.

b. The Contracting Officer is authorized to issue orders and provide written confirmation of oral orders, if applicable, under the contract.

C.8. TASK ORDER PROCEDURE

This contract provides for the issuance of Task Orders on a negotiated basis as follows:

Only the Contracting Officer may issue Task Orders to the Contractor, providing specific authorization or direction to perform work within the scope of the contract and as specified in the

Statement of Work. Unless specifically authorized by the Contracting Officer, the Contractor shall not commence work until a fully executed Task Order has been awarded. The Contractor may incur costs under this contract in performance of task orders and task order modifications issued in accordance with this ARTICLE.

No other costs are authorized unless otherwise specified in the contract or expressly authorized by the

Contracting Officer.

C.9. INVOICE SUBMISSION

Invoice and Payment Provisions (2/2014)

The following clause is applicable to all Purchase Orders, Task or Delivery Orders, and Blanket

Purchase Agreement (BPA) Calls: Prompt Payment (Jan 2017) FAR 52.232-25. Highlights of this clause and NIH implementation requirements follow:

I. Invoice Requirements

A. An invoice is the Contractor's bill or written request for payment under the contract for supplies delivered or services performed. A proper invoice is an "Original" which must include the items listed in subdivisions 1 through 12, below, in addition to the requirements of FAR 32.9. If the invoice does not comply with these requirements, the Contractor will be notified of the defect within 7 days after the date the designated billing office received the invoice (3 days for meat, meat food products, or fish, and 5 days for perishable agricultural commodities, dairy products, edible fats or oils) with a statement of the reasons why it is not a proper invoice. (See

- 13 -exceptions under II., below.) Untimely notification will be taken into account in the computation of any interest penalty owed the Contractor.

1. Vendor/Contractor: Name, Address, Point of Contact for the invoice (Name, title, telephone number, e-mail and mailing address of point of contact).

2. Remit-to address (Name and complete mailing address to send payment).

3. Remittance name must match exactly with name on original order/contract. If the

Remittance name differs from the Legal Business Name, then both names must appear on the invoice.

4. Invoice date.

5. Unique invoice #s for all invoices per vendor regardless of site.

6. NBS document number formats must be included for awards created in the NBS: Contract

Number; Purchase Order Number; Task or Delivery Order Number and Source Award

Number (e.g., Indefinite Delivery Contract number; General Services Administration number); or, BPA Call Number and BPA Parent Award Number.

7. Data Universal Numbering System (DUNS) or DUNS + 4 as registered in the Central

Contractor Registration (CCR).

8. Federal Taxpayer Identification Number (TIN). In those exceptional cases where a contractor does not have a DUNS number or TIN, a Vendor Identification Number (VIN) must be referenced on the invoice. The VIN is the number that appears after the contractor’s name on the face page of the award document.

9. Identify that payment is to be made using a three-way match.

10. Description of supplies/services that match the description on the award, by line billed.*

11. Freight or delivery charge must be billed as shown on the award. If it is included in the item price do not bill it separately. If identified in the award as a separate line item, it must be billed separately.

12. Quantity, Unit of Measure, Unit Price, Extended Price of supplies delivered or services performed, as applicable, and that match the line items specified in the award.*

* NOTE: If your invoice must differ from the line items on the award, please contact the Contracting

Officer before submitting the invoice. A modification to the order or contract may be needed before the invoice can be submitted and paid.

B. Shipping costs will be reimbursed only if authorized by the Contract/Purchase Order. If authorized, shipping costs must be itemized. Where shipping costs exceed $100, the invoice must be supported by a bill of lading or a paid carrier's receipt.

C. Mail an original and 1 copy of the itemized invoice to:

National Institutes of Health

Office of Financial Management, Commercial Accounts

2115 East Jefferson Street, Room 4B-432, MSC 8500

Bethesda, MD 20892-8500

For inquiries regarding payment call: (301) 496-6088

In order to facilitate the prompt payment of invoices, it is recommended that the vendor submit a photocopy of the invoice to the “Consignee” designated for the acquisition in blocks 6A – 6E of the face page of the Order/Award document.

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II. Invoice Payment

A. Except as indicated in paragraph B., below, the due date for making invoice payments by the designated payment office shall be the later of the following two events:

1. The 30th day after the designated billing office has received a proper invoice.

2. The 30th day after Government acceptance of supplies delivered or services performed.

B. The due date for making invoice payments for meat and meat food products, perishable agricultural commodities, dairy products, and edible fats or oils, shall be in accordance with the

Prompt Payment Act, as amended.

III. Interest Penalties

A. An interest penalty shall be paid automatically, if payment is not made by the due date and the conditions listed below are met, if applicable.

1. A proper invoice was received by the designated billing office.

2. A receiving report or other Government documentation authorizing payment was processed and there was no disagreement over quantity, quality, or contractor compliance with a term or condition.

3. In the case of a final invoice for any balance of funds due the contractor for supplies delivered or services performed, the amount was not subject to further settlement actions between the Government and the Contractor.

B. Determination of interest and penalties due will be made in accordance with the provisions of the Prompt Payment Act, as amended, the Contract Disputes Act, and regulations issued by the

Office of Management and Budget.

IV. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS

SUBCONTRACTORS, FAR 52.232-40 (December 2013)

a. Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

b. The acceleration of payments under this clause does not provide any new rights under the prompt Payment Act.

c. Include the substance of this clause, include this paragraph c, in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(End of Clause)

C.10. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

a) Contractor Performance Evaluations

Interim and Final evaluations of Contractor performance will be prepared on this contract in accordance with FAR Subpart 42.15. The Final performance evaluation will be prepared at the time of completion of work. In addition to the Final evaluation, Interim evaluation(s) will be

- 15 -prepared annually at the end of each year (base and option years).

Interim and Final evaluations will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor will be permitted thirty days to review the document and to submit additional information or a rebutting statement. If agreement cannot be reached between the parties, the matter will be referred to an individual one level above the

Contracting Officer, whose decision will be final.

Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

b) Electronic Access to Contractor Performance Evaluations

Contractors may access evaluations through a secure Web site for review and comment at the following address: http://www.cpars.gov

C.11. 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.

C.12. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION

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

C.13. 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

C.14. REPORTING REQUIREMENTS

All reports required herein shall be submitted in electronic format. In addition, one hardcopy of each report shall be submitted to the Contracting Officer.

All electronic reports submitted shall be compliant with Section 508 of the Rehabilitation Act of 1973.

Additional information about testing documents for Section 508 compliance, including guidance and http://www.cpars.gov/ http://oig.hhs.gov/fraud/hotline/

- 16 -specific checklists, by application, can be found at: http://www.hhs.gov/web/508/index.html under

"Making Files Accessible."

All paper/hardcopy documents/reports submitted under this contract shall be printed or copied, double-sided, on at least 30 percent post-consumer fiber paper, whenever practicable, in accordance with FAR

4.302(b).

C.15. KEY PERSONNEL (HHSAR 352.237-75) (December 18, 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:

Name Title

To be inserted at award Senior Partner II

C.16. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

1. FAR Clause 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 until the contract expiration date.

b. All delivery orders or task orders are subject to the terms and conditions of this. 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.

2. FAR Clause 52.216-19, Order Limitations (October 1995)

a. Minimum Order. When the Government requires supplies or services covered by this contract in an amount of less than $300, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services

- 17 -under the contract.

b. Maximum Order. The Contractor is not obligated to honor--

1. Any order for a single item in excess of $10,000,000.

2. Any order for a combination of items in excess of the total contract amount; or

3. A series of orders from the same ordering office within 15 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

c. If this is a requirements contract (i.e., includes the Requirements clause at subsection

52.216-21 of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

d. Notwithstanding paragraphs (b) and (c) above, 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 3 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.

3. FAR Clause 52.216-22, Indefinite Quantity (October 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 the expiration of the contract.

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

a. The Government may extend the term of this contract by written notice to the Contractor prior to the expiration date; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract

- 18 -expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended contract shall be considered to include this option clause.

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

5. FAR Clause 52.232-19, Availability of Funds for the Next Fiscal Year (April 1984).

Funds are not presently available for performance under this contract beyond the Government's

Current Fiscal Year. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond the Government's Current Fiscal Year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

7. FAR Clause 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 prior to the expiration date of the contract.

End of Addendum to FAR 52.212-4 Contract Terms and Conditions —Commercial Items:

C.III. FAR Clause 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders—Commercial Item (November 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan

2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations

Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(3) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004)(Public Laws 108-77 and 108-78

(19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or

Executive orders applicable to acquisitions of commercial items:

- 19 -

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I

(Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

_X_ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of

2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American

Recovery and Reinvestment Act of 2009.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016)

(Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct

2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul

2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C.

657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct

2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Jan 2011) of 52.219-4.

__ (13) [Reserved]

__ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

- 20 -

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

_X_ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Nov 2016) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

_X_ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011)

(15 U.S.C. 657 f).

_X_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged

Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business

Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_X_ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Oct 2016) (E.O.

13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (28) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

_X_ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X_ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec

2010) (E.O. 13496).

- 21 -

__ (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O.

13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

_X_ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items

(May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential

Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air

Conditioners (Jun 2016) (E.O. 13693).

__ (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and

13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015)

(E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

__…