ATTACHMENT 8

ADDENDUM TO TERMS AND CONDITIONS OF PURCHASE ORDER

(05/14/2007)

1\. TRANSPORTATION & SHIPPING TERMS

> The F.O.B. point for this Purchase Order is indicated in block 11 of
> page 1 of the Purchase 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, 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, 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 467-FZ-123456 or 467-MZ-123456
>
> National Library of Medicine
>
> 8600 Rockville Pike
>
> Building 38A Loading Dock
>
> Bethesda, Maryland 20894

3\. 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.

4\. 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.

5\. 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.

6\. 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) Administrative Data Base (ADB)
> System 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.

7\. 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.

8\. BILLING INSTRUCTIONS

> The vendor shall submit an original invoice and one (1) copy. Invoices
> may be submitted daily, weekly, or monthly at the discretion of the
> vendor, however, invoices shall [not]{.underline} be submitted until
> goods have been delivered or services performed.
>
> The vendor\'s [billing name and Employer\'s Federal Identification
> Number (EIN) must agree with the vendor\'s name and EIN on the
> purchase order]{.underline}. Invoices from vendors other than the
> vendor listed in block 8 of the purchase order, will not be paid.
>
> [Mail all Original Invoices Directly to]{.underline}:
>
> National Institutes of Health
>
> OFM, Commercial Accounts, Room 4B-432
>
> 2115 East Jefferson Street, MSC 8500
>
> Bethesda, Maryland 20892-8500
>
> Inquiries relating to payment may be directed to:
>
> Director, Accounts Payable Section, OFM, APB
>
> Telephone: (301) 496-6088
>
> In order to facilitate the prompt payment of invoices for \"Service
> Type Purchase Orders\" 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.

9\. 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 purchase order 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.

10\. 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 three (3) digit
> number, two (2) alpha characters and a six (6) digit number, e.g.
> 467-MZ-123456 or 467-FZ-123456.
>
> Resolution and correction of the invoice will require the vendor to
> contact the ordering official (Person placing the order).

11\. BASIC REQUIREMENTS

> The Offeror shall submit fully burdened hourly rates (burdened rates
> include direct labor, all indirect rates \[e.g., overhead and G & A
> expense, and profit\]) for all key labor categories listed under All
> Personnel for the basic requirements as defined in the Statement of
> Work.
>
> Prices for the Period [August 1, 2007]{.underline} through [July 31,
> 2008]{.underline} (Base Year):
>
> (1). Upon the Government\'s order during the Base period of any of the
> item(s) specified below and described in the Statement of Work, the
> vendor shall be paid the fixed unit price(s) set forth below upon
> delivery and Government acceptance:

[SCHEDULE OF CHARGES FOR BASE YEAR]{.underline}

[All Personnel]{.underline} [Hourly Rate]{.underline}

(2). Delivery Schedule for Base Year (See attached Statement of Work for
detail).

12\. Number range CHAPTER**AWARD TERM(S) QUALITY ASSURANCE SURVEILLANCE
PLAN (QASP)**

> a\. [Award Term(s)]{.underline}
>
> The contractor may earn award term(s) as described below. If the NLM
> Contracting Officer determines that the contractor's performance
> merits the award term, the estimated cost will be increased as set
> forth in the ESTIMATED COST, AND AWARD TERM Article in SECTION A of
> this solicitation.
>
> b\. [Award Term Provisions]{.underline}
>
> This purchase order has a base performance period of one (1) year
> \[August 1, 2007 -- July 31, 2008\] with one 12 month option from
> August 1, 2008 -- July 31, 2009. The contractor will have the
> opportunity to earn up to five (5) additional years of work \[August
> 1, 2009 -- July 31, 2014\] using the evaluation process described
> herein. These additional years of work are called Award Term(s). The
> total duration of this purchase order, including the option and all
> Award Term(s), shall not exceed a period of seven (7) years \[August
> 1, 2007 -- July 31, 2014[\]]{.underline}.
>
> 1\. [Method for Earning Award Term(s)]{.underline}
>
> \(a\) The Contractor's performance under this purchase order will be
> observed and evaluated continuously by the NLM. The Contractor Quality
> Assurance Surveillance Plan will be used to assess contractor
> performance and determine whether the contractor will receive Award
> Term(s). The Contractor's Quality Assurance Surveillance Plan includes
> Performance Indicators and Standards which identify the elements to be
> evaluated and the associated standards for each element. A copy of the
> Contractor Quality Assurance Surveillance Plan dated May 14, 2007 is
> included as attachment 8 in SECTION F of this solicitation.
>
> \(b\) The Contractor Quality Assurance Surveillance Plan will be
> prepared by the NLM, resulting in an overall rating which will be
> disseminated to the contractor annually. The Award Term(s) earned will
> be determined based upon review of the contractor's performance
> against the performance elements and standards identified in the
> Contractor Quality Assurance Surveillance Plan as follows:
>
> \(1\) If the contractor's performance is satisfactory for the first
> year of contractor performance, then NLM may award an option for 12
> additional months. In years two through seven, the contractor must
> receive an average of 5% error return rate or better in each year to
> earn the additional Award Term(s).
>
> \(2\) Within 30 days of the conclusion of every 6 month period
> beginning with the option year the NLM will use the performance
> indicators set forth in the Quality Assurance Surveillance Plan to
> determine the contractor's performance ratings. These ratings will be
> used to determine if the Award Terms for year three have been earned.
> Likewise, at the conclusion of each six month period in years four
> through year seven, the NLM will assess performance ratings using the
> Quality Assurance Surveillance Plan to determine if the Award Terms
> for the next year have been earned. For every six months that the
> contractor meets the performance indicators an additional six months
> of performance may be awarded up to the seven year maximum length of
> the contract.
>
> \(c\) A unilateral purchase order modification to add the Award Term
> will be issued when scoring meets or exceeds that set forth in the
> purchase order. The NLM shall issue this modification at least 30 days
> prior to purchase order expiration. The Award Term determination and
> the methodology for determining the award term are unilateral
> decisions made solely by the NLM and are not subject to dispute.
>
> \(d\) The Contractor Quality Assurance Surveillance Plan described
> herein contains rating criteria used solely to assess whether the
> contractor has earned the award term specified in this purchase order.
>
> 2\. [Changes to the Contractor Quality Assurance Surveillance
> Plan]{.underline}
>
> Unilateral changes to the Contractor Quality Assurance Surveillance
> Plan may be made if the contractor is provided written notification by
> the Contracting Officer at least 30 days before the start of the
> upcoming evaluation period. Changes affecting the current evaluation
> period must be by mutual agreement of both parties.
>
> 3\. [Contractor Quality Assurance Surveillance Plan]{.underline}
>
> The NLM Project Officer, and other Government personnel as
> appropriate, will use the Contractor Quality Assurance Surveillance
> Plan to score contract performance for the Award Term determination.
> The Contracting Officer is responsible for making the final decision
> on the contractor's score and for determining whether the contractor
> has earned the Award Term.
>
> 4\. [Contractor Performance Evaluation]{.underline}
>
> The NLM Project Officer and Contracting Officer will prepare reports
> required described in the Quality Assurance Surveillance Plan of this
> purchase order to determine the contractor's overall contract
> performance.

14\. OPTION PROVISIONS

> FAR 52.217-9, Option to Extend the Term of the Contract (MAR 2000)
>
> \"(a) The Government may extend the term of this purchase order by
> written notice to the vendor within [the period of performance of the
> contract]{.underline}; provided that the Government shall give the
> vendor a preliminary written notice of its intent to extend at least
> [thirty (30)]{.underline} days before the purchase order expires.\"
>
> \"(c) The total duration of this purchase order, including the
> exercise of any options under this clause, shall not exceed [seven (7)
> years]{.underline}.\"