36C26319Q0631-001.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

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

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 67

636-19-3-8046-0025

36C26319Q0631 06-06-2019

John Breyer 605-336-3230 (7847) 06-13-2019

5:00 PM CT

Department of Veterans Affairs Network Contracting Office 23 (NCO 23) 2501 W 22nd St Sioux Falls, SD 57105

X

517919

$32.5 Million

X

N/A

X

Department of Veterans Affairs Iowa City VA Health Care System

601 US-6

Iowa City, IA 52246

Department of Veterans Affairs Network Contracting Office 23 (NCO 23) 2501 W 22nd St Sioux Falls, SD 57105

Department of Veterans Affairs via the Tungsten Network Reference VAAR Clause 852.232-72

See CONTINUATION Page

Teleconferencing Services for Iowa City VA Health Care System, 601 US-6, Iowa City, IA 52246

This is a Firm Fixed Price (FFP) contract to include one 12-month base year and four 12-month option years, to be exercised at the discretion of the Government.

Specific services requirements are identified in the Statement of Work; see Section B.3. Offers will be evaluated based on Lowest Price Technically Acceptable (LPTA); see FAR Provision 52.212-2.

Please refer to Section E.1, 52.212-1, Instructions to Offerors.

Active registrations in System for Award Management (SAM) are required at time of offer. See https://www.sam.gov.

See CONTINUATION Page

636-19-3-8046-0025 636-3690152-8046-840100

X X

X 1

Kelly E. Nussbaum

NCO2316L3-4591

36C26319Q0631

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE SCHEDULE

ITEM INFORMATION

B.3 STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT

2018)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2019)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.5 52.222-49 SERVICE CONTRACT LABOR STANDARDS—PLACE OF PERFORMANCE

UNKNOWN (MAY 2014)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.9 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

C.10 IT CONTRACT SECURITY

C.11 NATIONAL ARCHIVES AND RECORDS ADMINISTRATION (NARA) RECORDS

MANAGEMENT LANGUAGE FOR CONTRACTS

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 BUSINESS ASSOCIATE AGREEMENT

SECTION E – SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

E.2 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL

ITEMS

E.3 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.4 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (OCT 2018)

E.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

1. CONTRACT ADMINISTRATION. All contract administration matters will be handled by the following individuals:

a) Contractor Information Company Name and Address:

Data Universal Numbering System (DUNS) Number:

Contact Person(s) Name: _______________________________________________

Contact Person(s) Email: _______________________________________________

Contact Person(s) Telephone: ___________________________________________

b) Government Information John Breyer Contract Specialist Department of Veterans Affairs Network Contracting Office 23 (NCO 23) 2501 W. 22nd Street Sioux Falls, South Dakota 57105

2. CONTRACT REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with FAR 52.232-33, Payment by Electronic Funds Transfer – System for Award Management, and VAAR 852.232-72, Electronic Submission of Payment Requests.

3. INVOICES: Invoices shall be submitted in arrears. Submission will be monthly for the previous 30-day period of performance and no later than 15 calendar days after the close of the period of performance being invoiced. Invoices shall be based on the applicable fixed rates for services provided to VA as in accordance with the contract terms and conditions. The VA Technical Representative will review all invoices submitted. The VA Technical Representative is responsible for certifying invoices for payment for only those services received and deemed acceptable by VA.

4. GOVERNMENT INVOICE ADDRESS: All invoices shall be submitted by the contractor via the Tungsten Network (previously OB10) electronic invoicing system. Refer to the Tungsten Network website at http://www.tungsten-network.com/us/en/veterans-affairs-us/ for additional information for system registration, user guides, and help desk contacts.

5. ACKNOWLEDGEMENT OF AMENDMENTS: The offeror acknowledges receipt of Amendments to the Solicitation numbered and dated as follows:

Amendment Date http://www.tungsten-network.com/us/en/veterans-affairs-us/

B.2 PRICE SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 4.00 QTR __________________ __________________

Teleconferencing Services to support the Iowa City VA Health Care System.

Services are to be provided quarterly for a total of four teleconferences per individual period of performance.

Contract Period: Base Year POP Begin: 06-20-2019 POP End: 05-19-2020

1001 4.00 QTR __________________ __________________

Teleconferencing Services to support the Iowa City VA Health Care System.

Services are to be provided quarterly for a total of four teleconferences per individual period of performance.

Contract Period: Option Year 1 POP Begin: 06-20-2020 POP End: 05-19-2021

2001 4.00 QTR __________________ __________________

Teleconferencing Services to support the Iowa City VA Health Care System.

Services are to be provided quarterly for a total of four teleconferences per individual period of performance.

Contract Period: Option Year 2 POP Begin: 0-20-2021 POP End: 05-19-2022

3001 4.00 QTR __________________ __________________

Teleconferencing Services to support the Iowa City VA Health Care System.

Services are to be provided quarterly for a total of four teleconferences per individual period of performance.

Contract Period: Option Year 3 POP Begin: 06-20-2022 POP End: 05-19-2023

4001 4.00 QTR __________________ __________________

Teleconferencing Services to support the Iowa City VA Health Care System.

Services are to be provided quarterly for a total of four teleconferences per individual period of performance.

Contract Period: Option Year 4 POP Begin: 06-20-2023 POP End: 05-19-2024

GRAND TOTAL __________________

B.3 STATEMENT OF WORK

1.0 General

1.1 Background

Several laws and directives require that the Iowa City Veterans Affairs Health Care System (ICVAHCS) provide regular opportunities for Veterans Affairs (VA) patients and stakeholders to obtain information, ask questions, provide feedback and interact with health care system employees. This has traditionally been accomplished through face-to-face town hall meetings in communities throughout the catchment area. Town hall meetings are resource-intensive and require extensive planning and preparation. Despite best efforts, and for many various reasons, town hall meetings often result in low veteran and stakeholder participation.

1.2 Objective

The objective of this acquisition is to substantially increase veteran and stakeholder participation and engagement in town hall meetings using web-based teleconferencing services. By increasing participation, ICVAHCS staff will be able to more effectively and efficiently share information and obtain feedback from veterans and stakeholders.

1.3 Scope of Work

The contractor shall provide all resources necessary to meet the teleconferencing system requirements and accomplish the tasks and deliverables described in this Statement of Work (SOW). Four times per calendar year (i.e. quarterly), the contractor shall coordinate with ICVAHCS personnel to conduct town hall teleconferences during which up to sixty-thousand veteran and stakeholder telephone numbers will be contacted and connected to a shared teleconference simultaneously. An overview of the teleconferencing system requirements, as well as tasks and deliverables, to be provided by the contractor include:

• Teleconference schedule coordination with ICVAHCS staff

• System training for ICVAHCS staff

• Interactive Voice Response (IVR) capability

• Outbound simultaneous call-and-connection capability (see paragraph 2.1.2.1 below for a detailed explanation regarding the number of calls to be dialed and connected each teleconference)

• Toll-free Inbound call capability

• Pre-recorded voice message capability

• Live speak with question and answer capability

• Live phone keypad/touch-tone polling capability

• Participant voicemail option capability

• Web-based ICVAHCS staff management dashboard

• Web-based ICVAHCS staff chat capability

• Technical Support

• Post-teleconference statistical reports

• Digital audio recording of teleconferences

1.4 Period of Performance

The period of performance of this contract consists of a 12-month base year, beginning on 6/20/2019, and four option years. Specific period of performance dates:

Period Type Period of Performance Base Year 6/20/2019 to 5/19/2020 Option Year 1 6/20/2020 to 5/19/2021 Option Year 2 6/20/2021 to 5/19/2022 Option Year 3 6/20/2022 to 5/19/2023 Option Year 4 6/20/2023 to 5/19/2024

1.5 Place of Performance and Travel

1.5.1 The Iowa City VA Health Care Facility is located at 601 US-6, Iowa City, Iowa 52246.

1.5.2 Service Contract Labor Standards (SCLS) Wage Determinations. The contractor may perform the required services from any location. Physical location(s) of contractor-performed services will be used to determine Service Contract Labor Standards (SCLS) wage determinations.

1.5.3 Travel Expenses. All transportation and travel related expenses are the sole responsibility of the contractor and shall not be invoiced separately. Travel shall include any means the contractor deems necessary to fulfill the requirements of the contract. There shall be no additional charges to VA for travel of contractor personnel.

2.0 Specific System Requirements, Tasks and Deliverables

2.1 Teleconferencing System Requirements

2.1.1 Interactive Voice Response (IVR). The contractor will provide a hosted Interactive Voice Response (IVR) technology solution that will allow veterans and stakeholders to participate in, and interact with, ICVAHCS employees through the use of voice and Dual-Tone Multi-Frequency (DTMF) tones input via telephone keypad. The IVR technology will provide each of the teleconference system requirements outlined in this https://en.wikipedia.org/wiki/Dual-tone_multi-frequency_signaling

Statement of Work (SOW). The IVR technology will present a fully integrated and professional interface to participant users.

2.1.2 Outbound Calling. The technology solution provided by the contractor will have the capability to outbound auto-dial or ‘robo-call’ at least 60,000 veteran and stakeholder telephone numbers simultaneously at the start of each teleconference, and connect all participants to the teleconference in real-time. The exact number of telephone numbers dialed for each teleconference will vary and the list will be provided and/or verified by the ICVAHCS prior to each teleconference. The list will be provided in the format required by the contractor and will be as accurate as possible, containing no duplicate or invalid telephone numbers.

2.1.2.1 Number of Calls to be Dialed and Connected. It is important for contractors to understand that offers should be based, in part, on providing a total of four teleconferences per period of performance (i.e. approximately quarterly, four times per year). While a typical teleconference requires approximately 10,000 outbound dialed and connected calls, the contractor must have the capability to dial and connect up to 60,000 calls one time per period of performance (i.e. one time per year). Offers should be based on dialing and connecting 10,000 calls, three times per period of performance, AND dialing and connecting 60,000 calls one time per period of performance.

2.1.3 Toll-free Inbound Calling. The contractor will provide a toll-free (e.g. ‘800 number’) which veterans and stakeholders can use to call into a scheduled town hall teleconference. This option is for those veterans and stakeholders who miss the out-bound invitational call or otherwise must join the teleconference late.

2.1.4 Pre-recorded Voice Messages. The contractor will coordinate with ICVAHCS staff to script and pre-record all required voice messages (e.g. meeting invitation, voicemail, survey questions, instructions, etc.) prior to each teleconference.

2.1.5 Live Speak with Questions and Answers. The contractor will provide the technical capability for participants to be able to speak, and ask or answer questions, during the teleconference as controlled by ICVAHCS staff using the web-based dashboard interface.

The capability provided must allow ICVAHCS the ability to screen, approve and rank-order callers who wish to speak or ask questions. These callers must be able to indicate their interest in speaking through a designated phone keypad/touch-tone response. The capability must also provide callers with the ability to leave a voicemail at any time, and automatically if not selected to live speak or ask a question after indicating their desire to do so.

2.1.6 Live Polling Capability. The contractor will provide the technical capability for ICVAHCS staff to ask live polling questions of participants at any time during the teleconference. Participants will answer questions through their telephone keypad/touch-tone response. Real-time tabulated answers to survey questions must be available to ICVAHCS staff through the web-based dashboard interface.

2.1.7 Participant Voicemail Option Capability. The contractor will provide the technical capability for teleconference participants to leave a voice mail, at any time, with a question, comment or request for follow-up contact by ICVAHCS staff. This will be accomplished via telephone keypad/touch-tone response.

2.1.8 Staff Management Dashboard. The contractor will provide ICVAHCS staff the technical ability to fully manage the teleconference via a web-based dashboard interface.

The dashboard interface will include call screening, queueing, text notes, participant prioritization/ordering, ‘unmute’/activation into the live call, real-time data reporting of call statistics/polling responses and the ability to end the teleconference.

2.1.9 Staff Chat Capability. The contractor will provide ICVAHCS staff the web-based dashboard technical capability to be able to text chat as a group, or privately, during teleconferences. This solution will aid ICVAHCS staff in managing the teleconference.

2.2 Tasks

2.2.1 Schedule Coordination. The contractor will coordinate with ICVAHCS to schedule town hall teleconferences four times/year (i.e. quarterly) on dates, and at times, as determined by ICVAHCS.

2.2.1.1 Federal Holidays. Town hall teleconferences will not be scheduled on federal holidays, including: New Year’s Day, Martin Luther King Day, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day, or on other federal holidays specially designated by the President.

2.2.1.2 Teleconferences Duration. It is not possible to precisely project how long each teleconference may last; therefore, the contractor must ensure that services being provided for each teleconference not end until ICVAHCS staff determine that a particular teleconference has concluded.

2.2.2 System Training. The contractor will provide initial comprehensive teleconference system training to ICVAHCS staff prior to the first scheduled town hall teleconference.

The contractor will provide subsequent training as required and requested by ICVAHCS.

2.2.3 Technical Support. The Contractor will provide sufficient technical support personnel and services, throughout all phases of each teleconference, to ensure professional and technically defect-free town hall teleconferences. The contractor will provide technical support covering all system capabilities, tasks and deliverables outlined in this Statement of Work (SOW).

2.3 Deliverables

2.3.1 Timely submission of deliverables and reports is essential to conducing successful town hall teleconferences as well as successfully completing the requirements of this contract. Contractor will provide all deliverables according to the media format and schedule, required by ICVAHCS, as described in the following table, unless otherwise agreed upon by the contractor and ICVAHCS.

2.3.2 Schedule of Deliverables

Deliverable Media Due Date Initial ICVAHCS Staff Training

In-person or Web-based NLT 15 Business Days Prior to First Teleconference

Teleconference Scripting and Pre-recording

Paper/Digital NLT 5 Business Days Prior to Teleconference

Voicemail Recordings Digital (Online or E-mail)

NLT 3 Business Days Following Teleconference

Statistical Reports Digital (On-line or E-mail)

NLT 3 Business Days Following Teleconference

Teleconferencing System and Services

Web-Based and Telephonic

NLT 1 Business Day Prior to Each Teleconference (System Access for ICVAHCS Staff) NLT Date-and-Time of Scheduled Teleconference (Teleconferencing Services)

Teleconference Recording

Digital (On-line or E-mail)

Only at the Specific Request of ICVAHCS staff

2.3.3 Statistical Reports. Statistical reports will include, but are not limited to:

participant identification data; participant questions; survey questions and answers;

telephone numbers reached and not reached; data on levels of participation throughout the teleconference. ICVAHCS and the contractor will mutually determine and agree on what data will be provided in the statistical reports.

2.3.4 All deliverables listed above will be accomplished and/or provided, or made available to, the designated ICVAHCS point of contact(s) by the respective Due Date listed in the table.

2.3.5 All information and data related to this contract that the contractor gathers or obtains shall be both protected from unauthorized release and considered the property of the government. The contracting officer will be the sole authorized official to release verbally, or in writing, any data, deliverables, or other written or printed materials pertaining to this contract. Press releases, marketing material, or any other printed or electronic documentation related to this contract must not be publicized without the written approval of the contracting officer.

3.0 Meetings

3.1 Post-award Kickoff Meeting

3.1.1 Within ten business days of contract award, the contracting officer will conduct a post-award kickoff meeting via teleconference or a web-based product (e.g. Skype or Adobe Connect). The specific date and time of the meeting to be mutually agreed upon among the parties.

3.2 Contract Status Review Meetings

3.2.1 Periodic contract status review meetings may be conducted as determined by the parties. Specific dates and times of such meetings to be mutually agreed upon by the parties.

4.0 Glossary of Acronyms

Acronym Meaning BAA Business Associate Agreement C.F.R. Code of Federal Regulations HIPAA Health Insurance Portability and Accountability Act HIPAA Rules HIPAA Privacy, Security, Breach Notification and Enforcement

Rules HITECH Act Health Information Technology for Economic and Clinical Health

Act ICVAHCS Iowa City Veterans Affairs Health Care System IVR Interactive Voice Response NARA National Archives and Records Administration NLT No Later Than PHI Protected Health Information SCLS Service Contract Labor Standards SOW Statement of Work US United States (Highway) VA Department of Veterans Affairs or Veterans Affairs VHA Veterans Health Administration

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;

18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti- Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2019)

(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) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(5) 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:

[] (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).

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

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (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 (Oct 2018) (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.

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

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (AUG 2018) (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 (JAN 2017) of 52.219-9.

[] (v) Alternate IV (AUG 2018) of 52.219-9.

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

[] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting 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. 657f).

[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).

[] (26) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2018) (E.O.

13126).

[X] (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (28)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

[] (ii) Alternate I (FEB 1999) of 52.222-26.

[] (29)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

[] (ii) Alternate I (JULY 2014) of 52.222-35.

[X] (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

[] (ii) Alternate I (JULY 2014) of 52.222-36.

[] (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (33)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (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).

[] (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 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.

[X] (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

[] (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[] (45) (i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[] (ii) Alternate I (JAN 2017) of 52.224-3.

[] (46) 52.225-1, Buy American—Supplies (MAY 2014) (41 U.S.C. chapter 83).

[] (47)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112- 42, and 112-43.

[] (ii) Alternate I (MAY 2014) of 52.225-3.

[] (iii) Alternate II (MAY 2014) of 52.225-3.

[] (iv) Alternate III (MAY 2014) of 52.225-3.

[] (48) 52.225–5, Trade Agreements (AUG 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (49) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (50) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

[] (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

[] (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

[] (54) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (55) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) (31 U.S.C. 3332).

[] (56) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

[] (57) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[] (58) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[] (59) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(12)).

[] (60)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

[] (ii) Alternate I (Apr 2003) of 52.247-64.

[] (iii) Alternate II (FEB 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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:

[] (1) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495).

[X] (2) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

[X] (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

Employee Class Monetary Wage-Fringe Benefits 03043 Computer Operator III GS-6 03072 Computer Programmer II GS-7 03101 Computer Systems Analyst I GS-9

*For Informational Purposes Only -

“This is not a wage determination”

[X] (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[] (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (MAY 2014) (41 U.S.C.

chapter 67).

[] (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

[X] (8) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015).

[X] (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

[] (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form.