Governing Law Clause.docx
DOCX document 16 KB Posted
- Attached to
- 6515--Phoenix ScriptPro Pkg 2 Federal contract opportunity
- Solicitation number
- 36C77621Q0421
About this file
This solicitation requests proposals for a robotic prescription dispensing system and related services for the Phoenix VA Health Care System. Key requirements include a ScriptPro SP 200/CCC 6-slot robotic dispensing system with 150 prescriptions per hour capacity, SP Central server platform, inventory and signature software, printers, and interface to the pharmacy management system. The vendor must deliver, assemble, install, train staff, and provide annual maintenance for the term of the contract. Proposed delivery is December 2021 through January 2022 with installation and training to follow thereafter. The solicitation closes on an unspecified date for proposals to supply this equipment to the Phoenix VA Clinic located at 400 North 32nd Street in Phoenix, Arizona.
View the file
Other files for this federal contract opportunity
| File | Type | Posted |
|---|---|---|
| P03-REDACTED FINAL ALL SIGNED JA FY21Q4-02 - ScriptPro - Brand Name JA shelko comments rb05272021 SME comments 6-9-21 (rev1) rb07072021_Redacted.pdf | ||
| 36C77621Q0421.docx | DOCX document | |
| 6500_appendix C FINAL.pdf | ||
| P09- SOW Pkg ScriptPro FY21Q4-02 - ScriptPro - SOW rws comments rb05272021 - SME Comments 6-9-21 FINAL.docx | DOCX document |
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GOVERNING LAW
Federal law and regulations, including the Federal Acquisition Regulations (FAR), shall govern this Contract/Order. Commercial license agreements may be made a part of this Contract/Order but only if both parties expressly make them an addendum hereto. If the commercial license agreement is not made an addendum, it shall not apply, govern, be a part of or have any effect whatsoever on the Contract/Order; this includes, but is not limited to, any agreement embedded in the computer software (clickwrap), any agreement that is otherwise delivered with or provided to the Government with the commercial computer software or documentation (shrinkwrap), or any other license agreement otherwise referred to in any document. If a commercial license agreement is made an addendum, only those provisions addressing data rights regarding the Government’s use, duplication and disclosure of data (e.g., restricted computer software) are included and made a part of this Contract/Order, and only to the extent that those provisions are not duplicative or inconsistent with Federal law, Federal regulation, the incorporated FAR clauses and the provisions of this Contract/Order; those provisions in the commercial license agreement that do not address data rights regarding the Government’s use, duplication and disclosure of data shall not be included or made a part of the Contract/Order. Federal law and regulation including, without limitation, the Contract Disputes Act (41 U.S.C. § 7101 et seq.), the Anti-Deficiency Act (31 U.S.C. § 1341 et seq.), the Competition in Contracting Act (41 U.S.C. § 3301 et seq.), the Prompt Payment Act (31 U.S.C. §3901 et seq.), Contracts for Data Processing or Maintenance (38 USC § 5725), and FAR clauses 52.212-4, 52.227-14, 52.227-19 shall supersede, control, and render ineffective any inconsistent, conflicting, or duplicative provision in any commercial license agreement. In the event of conflict between this Clause and any provision in the Contract/Order or the commercial license agreement or elsewhere, the terms of this Clause shall prevail. Claims of patent or copyright infringement brought against the Government as a party shall be defended by the U.S. Department of Justice (DOJ). 28 U.S.C. § 516. At the discretion of DOJ, the Contractor may be allowed reasonable participation in the defense of the litigation. Any additional changes to the Contract/Order must be made by contract/order modification (Standard Form 30) and shall only be effected by a warranted Contracting Officer. Nothing in this Contract/Order or any commercial license agreement shall be construed as a waiver of sovereign immunity.
SOFTWARE LICENSE, MAINTENANCE AND TECHNICAL SUPPORT:
| (1) | Definitions. |
| (a) | Licensee. The term “licensee” shall mean the U.S. Department of Veterans Affairs (“VA”) and is synonymous with “Government.” |
| (b) | Licensor. The term “licensor” shall mean the contractor having the necessary license or ownership rights to deliver license, software maintenance and support of the computer software being acquired. The term “contractor” is the party identified in Block 17a on the SF1449. If the contractor is a reseller and not the Licensor, the contractor remains responsible for performance under this order. |
| (c) | Software. The term “software” shall mean the licensed computer software product(s) cited in the Schedule of Supplies/Services. |
| (d) | Maintenance. The term “maintenance” is the process of enhancing and optimizing software, as well as remedying defects. It shall include all new fixes, patches, releases, updates, versions and upgrades, as further defined below. |
| (e) | Technical Support. The term “technical support” refers to the range of services providing assistance for the software via the telephone, email, a website or otherwise. |
| (f) | Release or Update. The term “release” or “update” are terms that refer to a revision of software that contains defect corrections, minor enhancements or improvements of the software’s functionality. This is usually designated by a change in the number to the right of the decimal point (e.g., from Version 5.3 to 5.4). An example of an update is the addition of new hardware. |
| (g) | Version or Upgrade. The term “version” or “upgrade” are terms that refer to a revision of software that contains new or improved functionality. This is usually designated by a change in the number to the left of the decimal point (e.g., from Version 5.4 to 6). |
| (2) | Software License |
| (a) | Unless otherwise stated in the Schedule of Supplies/Services, the Performance Work Statement or Product Description, the software license provided to the Government is a perpetual, nonexclusive license to use the software |
| (b) | The Government may use the software in a networked environment. |
| (c) | Any dispute regarding the license grant or usage limitations shall be resolved in accordance with the Disputes Clause incorporated in FAR 52.212-4(d). |
| (d) | All limitations of software usage are expressly stated in the Schedule of Supplies/Services and the Performance Work Statement/Product Description. |
| (3) | Software Maintenance and Technical Support |
| (a) | If the Government desires to continue software maintenance and support beyond the period of performance identified in this contract or order, the Government will issue a separate contract or order for maintenance and support. Conversely, if a contract or order for continuing software maintenance and technical support is not received the contractor is neither authorized nor permitted to renew any of the previously furnished services. |
| (b) | The contractor shall provide software support services, which includes periodic updates, enhancements and corrections to the software, and reasonable technical support, all of which are customarily provided by the contractor to its commercial customers so as to cause the software to perform according to its specifications, documentation or demonstrated claims. |
| (c) | Any telephone support provided by contractor shall be at no additional cost. |
| (d) | The contractor shall provide all maintenance services in a timely manner in accordance with the contractor’s customary practice or as defined in the Performance Work Statement/Product Description. However, prolonged delay (exceeding 2 business days) in resolving software problems will be noted in the Government’s various past performance records on the contractor (e.g., www.ppirs.gov). |
| (e) | If the Government allows the maintenance and support to lapse and subsequently wishes to reinstate it, any reinstatement fee charged shall not exceed the amounts that would have been charged if the Government had not allowed the subscription to lapse. |
(4) Disabling Software Code. The Government requires delivery of computer software that does not contain any code that will, upon the occurrence or the nonoccurrence of any event, disable the software. Such code includes but is not limited to a computer virus, restrictive key, node lock, time-out or other function, whether implemented by electronic, mechanical, or other means, which limits or hinders the use or access to any computer software based on residency on a specific hardware configuration, frequency of duration of use, or other limiting criteria. If any such disabling code is present, the contractor agrees to indemnify the Government for all damages suffered as a result of a disabling caused by such code, and the contractor agrees to remove such code upon the Government’s request at no extra cost to the Government. Inability of the contractor to remove the disabling software code will be considered an inexcusable delay and a material breach of contract, and the Government may exercise its right to terminate for cause. In addition, the Government is permitted to remove the code as it deems appropriate and charge the Contractor for consideration for the time and effort expended in removing the code.
(5) Manuals and Publications. Upon Government request, the contractor shall furnish the most current version of the user manual and publications for all products/services provided under this contract or order at no cost.
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