AOI 6 - Government Rider.pdf
PDF 103 KB Posted
- Solicitation number
- HT003826X0006
- Issued by
-
Defense Health Agency
About this file
This is a Government Rider document containing non-negotiable terms and conditions for a prototype Other Transaction (OT) agreement, likely related to the MHS GENESIS Federal electronic health record system operated by the Defense Health Agency.
The document establishes mandatory contractual parameters including order of precedence (Government Rider supersedes all other documents), governing law under U.S. federal authority, and prohibitions on unilateral vendor termination rights. Key operational requirements include: payment exclusively through Wide Area Work Flow in compliance with Federal Appropriations Law and the Anti-deficiency Act; no automatic renewal provisions for software licenses without bilateral modification; no incorporation of terms by reference or automatic third-party terms; mandatory Operational Security (OPSEC) compliance; and Comptroller General access to records for OT awards exceeding $5 million. The Government retains control of legal defense under 28 U.S.C. §516, does not provide indemnification except where the Government has established liability through final court determination, and prohibits vendors from claiming Government endorsement without Agreements Officer approval. Software authorized users encompass the Defense Health Agency, all MHS GENESIS Federal partners, their employees, and authorized non-Government personnel on a worldwide basis, subject to Export Administration Regulations and Foreign Assets Control Regulations. Government network access requires prior notice and consent with appropriate security clearances.
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Text version
GOVERNMENT RIDER
The following terms and conditions are not negotiable for this other transaction:
Order of Precedence: Any inconsistency in any award resulting from this solicitation shall be resolved by giving precedence in the following order: (a) This Government Rider; (b) the prototype other transaction agreement; (c) the Statement of Work; (d) Any other attachments or appendices.
Breach: Liability for any breach by or claim against the United States Government shall be determined under the Federal Tort Claims Act (28 U.S.C. §§ 1346, 2401-2402, 2671-72, 2674-2680), or other governing federal authority.
Modification, Suspension and Termination of Service: No provisions permitting unilateral termination, or the like by the vendor are allowed.
Governing Law; Jurisdiction and Venue: The Other Transaction shall be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws, as applied by the Federal Courts. Provision for binding arbitration, or provisions relating to equitable remedies, or injunctions that are inconsistent with federal laws and regulations are not allowed.
Audits: No access will be allowed to Government networks without prior notice, consent and individual(s) cleared.
Control of Defense: Any provision acceding legal representation of the Government to the vendor in violation of 28 U.S.C. §516. Such representation when the Government is a party is reserved, by statute, for the U.S. Department of Justice.
No Endorsement: The vendor shall not represent or imply that use of the product or services by the Government is an endorsement of the product, company or service. Any action construed as an advertisement or any other type of publicity identifying the Government as a customer must obtain the Agreements Officer’s approval prior to such action.
Payment Terms: Any payment or invoicing term in conflict with Federal Appropriations Law, the Anti-deficiency Act, the Misappropriation Act and the Bona-fide Need Rule is unenforceable. These include but are not limited to: provisions for any future fees such as attorney’s fees, costs or interest. Payment can only be made through Wide Area Work Flow.
Late Fee Interest Payments: Any late fees or interest payments for late payment shall be governed in accordance with 31 U.S.C. §3902 et seq. (prompt payment act).
Terms Incorporated by Reference: Terms incorporated by reference are unenforceable. This includes terms incorporated by reference to any website. The only applicable terms are those attached in full to the to the other transaction award signed by an authorized Agreements Officer.
Automatic Third Party Terms: Automatic third party terms incorporated by reference are unenforceable.
Incorporation of such terms may only be made by bilateral contract modification with the approval of an authorized Agreements Officer.
Automatic Renewal Terms: No terms shall be included by which a software license automatically renews at the expiration of a pre-determined period. Renewal of any type shall only be made by a modification (including the exercise of a unilateral option) with the approval of an authorized Agreements Officer.
OPSEC: While Operational Security terms can be tailored, the overall requirement to ensure OPSEC in Government contracts is mandatory.
Indemnification: The Government shall not indemnify any entity. Where a final determination of liability on the part of the Government has been established by a court of law, the Government will pay for any loss, liability or expense which arises out of, or relates to, the Government’s acts or omissions with respect to its obligations under the Agreement.
Comptroller General Access: A Prototype OT that provides for payments in a total amount in excess of $5 million must include a clause that provides Comptroller General access to records.
Authorized Users; Worldwide Use: The authorized users for any software provided will include the Defense Health Agency and all of the MHS GENESIS Federal partners, their employees and, without limitation, non-Government personnel authorized by the Government to use the Government’s electronic health record system, on a worldwide basis, except where prohibited by U.S. or local laws and regulations, including but not limited to the Export Administration Regulations, 15 CFR §§ 730-774, and the Foreign Assets Control Regulations, 31 CFR §§ 500-599.
File details come from the government source that posted it. Updated .