Solicitation 36C26323Q0482 FINAL.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. UEI: EFT:

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. NOV 2021)

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

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

499-23-3-6765-0039

36C26323Q0482 03-22-2023

Angela Stewart 605-336-3230 x7804 03-28-2023 10:00am CDT

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

2501 W. 22nd St.

Sioux Falls SD 57105

X

513210

$47 Million

N/A

X

Veterans Integrated Service Network

(VISN) 23

2805 Dodd Road, Suite 250 Eagan MN 55121

NETWORK 23 CONTRACTING OFFICE

2501 W. 22nd St.

Sioux Falls SD 57105

Financial Services Center via the Tungsten Network refer to VAAR Clause 852.232-72

See CONTINUATION Page

Nuance PowerScribe Licensing and Support Services to support VA facilities within VISN 23

Period of Performance: 04/01/2023 to 03/31/2024 plus four 1-year option periods

This solicitation will result in one firm-fixed price contract.

See Provision 52.212-2 for the evaluation factor.

See CONTINUATION Page

499-3630160-6765-825500-2580-CS01U00A1

499-23-3-6765-0039

X X

X one

Angela Stewart

VA-VHA-RPOC-2022-19642

36C26323Q0482

Table of Contents

SECTION A

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

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (DEC 2022)

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ... 29

C.4 VHA SUPPLEMENTAL CONTRACT REQUIREMENTS FOR ENSURING

ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS

C.5 IT CONTRACT SECURITY

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

C.8 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.9 VAAR 852.212-71 GRAY MARKET ITEMS (APR 2020)

C.10 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

C.11 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) . 43

C.12 SECURITY REQUIREMENTS FOR INFORMATION TECHNOLOGY

RESOURCES (FEB 2023)

C.13 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.14 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (DEC 2022)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 BUSINESS ASSOCIATE AGREEMENT BETWEEN THE DEPARTMENT OF

VETERANS AFFAIRS VETERANS HEALTH ADMINISTRATION, VISN 23, AND

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.4 52.216-1 TYPE OF CONTRACT (APR 1984)

E.5 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.6 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION

(OCT 2018)

E.7 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.8 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.9 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a) Contractor Information

Company Name and Address:

SAM Unique Entity ID Number:

Contact Person(s) Name:

Contact Person(s) Email:

Contact Person(s) Telephone:

b) Government Information

Angela Stewart Contracting Officer 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 quarterly for the previous quarter of the period of performance and no later than 15 calendar days after the close of the period of performance being invoiced for. 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 (VATR) will review all invoices submitted. Invoices shall by submitted 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-http://www.tungsten-network.com/us/en/veterans-affairs-us/ 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

6. Government Employee Ownership: The Contractor shall indicate if it is owned or controlled by a Government employee.

□ Yes, the offering firm is owned or controlled by a Government employee.

7. Security Requirements: The Contractor shall comply with all VA privacy and security requirements, including Handbook 6500.6. The VATR shall coordinate with the Contractor to ensure such requirements are met. This requirement is applicable to all subcontractor personnel requiring access. Contractor personnel shall obtain SAC (fingerprints) and visitor badges.

8. Documenting Performance: The VA may document contract performance. Any report may become a part of the supporting documentation for any contractual action and preparing annual past performance using the Contractor Performance Assessment Reporting System (CPARS) at https://www.cpars.gov. In the event the CO issues a Contract Deficiency Report (CDR), the Contractor shall acknowledge receipt of the CDR in writing within one (1) business day of receipt and provide a response with a corrective action plan to the CDR within one (1) week of receipt.

http://www.tungsten-network.com/us/en/veterans-affairs-us/ https://www.cpars.gov/

B.2 STATEMENT OF WORK

Functional Statement of Work

Nuance – PowerScribe Radiology Reporting Solution Annual Support

1. SCOPE: Contractor shall furnish all labor and expertise necessary to provide software and hardware maintenance and support of the Nuance PowerScribe Radiology Reporting solution in VISN 23. Licensure for the Nuance PowerScribe 360 software will also be provided.

2. LOCATIONS SUPPORTED:

A. Fargo, 2101 North Elm St., Fargo, ND 58102 B. St. Cloud, 4801 Veterans Drive, St. Cloud, MN 56303 C. Minneapolis, One Veterans Drive, Minneapolis, MN 55417 D. Central Iowa, 3600 30th St., Des Moines, IA 50310 E. Iowa City, 601 Hwy 6 West, Iowa City, IA 52246 F. Nebraska Western Iowa, 4101 Woolworth Ave., Omaha, NE 68105 G. Sioux Falls, 2501 W. 22nd St., Sioux Falls, SD 57117 H. Black Hills, 113 Comanche Rd., Fort Meade, SD 57741

3. CONTRACT PERIOD: This will be a single award Firm Fixed Priced Contract. There will be one (1) base year and up to four (4) option years available to the Government. Exercise of option years will be made at Government’s discretion based on a continued need for services, Contractor performance, and the availability of funds in a given fiscal year.

Year Period Begins Period Ends

Base Year 04/01/2023 03/31/2024

Option Year 1 04/01/2024 03/31/2025

Option Year 2 04/01/2025 03/31/2026

Option Year 3 04/01/2026 03/31/2027

Option Year 4 04/01/2027 03/31/2028

4. QUALIFICATIONS: Due to proprietary software keys, only the Original Equipment

Manufacturer (OEM), Nuance Communications, Inc. (Nuance), is capable of providing the products and services hereunder. The Contractor shall ensure Nuance provides the required products and services. Upon request, the Contractor shall provide documentation of Nuance’s continued agreement to provide such products and services.

5. SERVICES TO BE PROVIDED:

A. General:

1) The contract will provide an annual software license for the Nuance Powerscribe Radiology Reporting solution located in VISN 23.

2) The contractor will provide the necessary resources and supervision to properly execute software and hardware maintenance and support of the Nuance PowerScribe Radiology Reporting solution located in VISN 23.

B. Support:

1) The contractor will provide on-site, telephone and remote VPN technical support 24/7 to the VA for the Nuance PowerScribe Radiology Reporting solution.

2) The contractor will provide software updates as they are available/applicable.

C. New Equipment:

1) Equipment may be added or deleted from the service contract as needed upon notification by the Contracting Officer (to be documented in writing via contract amendment).

6. TERMS AND CONDITIONS: The Contractor will not be held responsible under the terms of this contract for repairs to equipment necessitated by user abuse and/or misuse of equipment.

7. GRAY MARKET PREVENTION: Gray market items are Original Equipment

Manufacturers’ (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for a services contract for maintenance of equipment for VA Health Care Systems. No remanufactures or gray market items will be acceptable.

The delivery of gray market items to the VA in the fulfillment of an order/award/contract constitutes a breach of contract. Accordingly, VA reserves the right enforce any of its contractual remedies. This includes termination of the contract or, solely at VA’s election, allowing the Contractor to replace, at no cost to the Government, any remanufactured or gray market item(s) delivered to a VA Health Care System upon discovery of such items.

8. SECURITY REQUIREMENTS:

A. Background investigations and special agreement checks: All contractor personnel are subject to the same level of investigation as VA employees who have access to VA Sensitive Information. The level of background investigation commensurate with the level of access needed to perform the statement of work is: SAC (fingerprinting).

B. Contractor personnel shall obtain and have visible a visitor pass when on VA property.

C. This requirement is applicable to all subcontractor personnel requiring the same access.

The Contractor shall comply with all VA security requirements. The VATR shall coordinate with Contractor to ensure such requirements are met.

9. BUSINESS ASSOCIATE AGREEMENT (BAA): This contract involves the use of Personal Health Information (PHI), and therefore a Business Associate Agreement (BAA) shall be required between VA and the Contractor. The BAA, attached in Section D below, must be signed by the Contractor.

The Contractor shall follow all VA rules and regulations regarding information security to prevent disclosure of sensitive information to unauthorized individuals or organizations.

The Contractor may have access to Protected Health Information (PHI) and Electronic Protected Health Information (EPHI) that is subject to protection under the regulations issued by the Department of Health and Human Services, as mandated by the Health Insurance Portability and Accountability Act of 1996 (HIPAA); 45 CFR Parts 160 and 164, Subparts A and E, the Standards for Privacy of Individually Identifiable Health Information (“Privacy Rule”); and 45 CFR Parts 160 and 164, Subparts A and C, the Security Standard (“Security Rule”). Pursuant to the Privacy and Security Rules, the Contractor must agree in writing to certain mandatory provisions regarding the use and disclosure of PHI and EPHI.

The Contractor shall have access to some privileged and confidential materials of VA.

These printed and electronic documents are for internal use only, are not to be copied or released without permission, and remain the sole property of VA. Some of these materials are protected by the Privacy Act of 1974 (revised by PL 93-5791) and Title 38.

Unauthorized disclosure of Privacy Act or Title 38 covered materials is a criminal offense.

The Contracting Officer (CO) shall be the sole authorized official to release in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this contract. The Contractor shall release no information. Any request for information relating to this contract presented to the Contractor shall be submitted to the CO for response.

Contractor personnel recognize that in the performance of this effort, Contractor personnel may receive or have access to sensitive information, including information provided on a proprietary basis by carriers, equipment manufacturers and other private or public entities. Contractor personnel agree to safeguard such information and use the information exclusively in the performance of this contract. Contractor shall follow all VA rules and regulations regarding information security to prevent disclosure of sensitive information to unauthorized individuals or organizations as enumerated in this section and elsewhere in this Contract and its subparts and appendices.

Contractor shall limit access to the minimum number of personnel necessary for contract performance for all information considered sensitive or proprietary in nature.

If the

Contractor is uncertain of the sensitivity of any information obtained during the performance this contract, the Contractor has a responsibility to ask the CO.

Contractor shall train all of their employees involved in the performance of this contract on their roles and responsibilities for proper handling and nondisclosure of sensitive VA or proprietary information. Contractor personnel shall not engage in any other action, venture or employment wherein sensitive information shall be used for the profit of any party other than those furnishing the information. The sensitive information transferred, generated, transmitted, or stored herein is for VA benefit and ownership alone.

All terminated personnel are denied physical and electronic access to all data, program listings, data processing equipment and systems.

Determinations and FAR Subpart 22.10 (Service Contract Labor Standards); USDOL Wage Determinations are attached in Section D below.

For guidance on Service Contract Labor Standards and to find the nearest USDOL resource, please refer to https://www.dol.gov/whd/local/index.htm.

10. VETS-4212 REPORTING REQUIREMENT: Contractor shall complete VETS-4212 reporting in accordance with FAR requirements. Reference:

• FAR 52.222-35, Equal Opportunity for Veterans

• FAR 52.222-37, Employment Reports on Veterans

Please refer to https://www.dol.gov/agencies/vets/programs/vets4212 for guidance on completing the required VETS-4212 report.

11. SERVICE CONTRACT REPORTING: Service Contract reporting, to be completed by the contractor, is required for service contracts and orders as following are checked off under Section C, FAR 52.212-5 (Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items):

• FAR 52.204-14, Service Contract Reporting Requirement

• FAR 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (as applicable)

The contractor is to report their, and their first-tier sub-contractors’, direct labor hours expended and total amount invoiced for the services performed under a specific contract.

The contractor shall report the information via the System for Award Management (SAM) at https://beta.sam.gov. The information is collected through SAM and included in the agency service contract inventory.

Contractors shall log in annually to their SAM profile to complete the service contract inventory reporting requirements. Contractors performing on covered contracts must report their information between October 1 and October 31 each year. Agencies are required to review contractor input and work with them to make revisions, if and as necessary, by November 30 each year.

Further guidance can be provided by Contracting Officer upon Contractor request.

12. POST-AWARD CONFERENCE: Upon award of contract, Contractor shall attend a post-award conference via conference call with the Contracting Officer (CO), Contracting Officer Representative (COR), and COR designated representatives from VA facility.

https://www.dol.gov/whd/local/index.htm https://www.dol.gov/agencies/vets/programs/vets4212 https://beta.sam.gov/

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00 UN __________________ __________________

33361289-34; LICENSE POWEREXP SW OFF-SHELF 0PSWPOS Period of

Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: DA01 - IT and Telecom – Business Application/Application Development Support Services (Labor)

333.00 UN __________________ __________________

33361289-2; POWERSCRIBE 360 CPT END USER COUNT PS360CPTU

Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-3; PS360, Annual Exam Volume License, Conversion (QTY 300000)

PS360EX-CONV248 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

2.00 UN __________________ __________________

33361289-38; SW, PS360 REPORTING CONV, V1.5, SW & SQL, UPGRADE

TO SQL2K8R2SE DUAL CPU, FLD, PS360SD8-CONF15 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-5; PowerScribe Fed Level 3B Application Server, DL360 G1

PS0132R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-40; PowerScribe Fed Level 3B SQL Server, DL360 G10 PS1132R-

TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-24; SQL2016 Standard SW and Two Core License Add On, Perpetual, PS360SS-E-162C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-8; SQL2016 Standard SW and Four Core License, Perpetual, PS360SS-E-164C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-26; PS360 SQL2016 Standard SW and Test System Licensing 5

CALs, Perpetual, PS360ST-E-164C01 Period of Performance: 4/1/2023- 3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-27; PS360 Reporting SW Upgrade, V4.0, PS360SW-E-UP-40 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-45; PS360 Reporting Test SW Upgrade, V4.0, PS360TS-E-UP-40

Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-12; PowerScribe Fed Power Express, Server, DL360 G10, MXQ91200F1, PS4002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-29; PowerScribe Fed Speech Utility Server, DL360 G10, DL360 G10 MXQ91200DT, PS6002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-48; PowerScribe Fed Test Server, DL360, G1, MXQ91200FB, PS9002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-15; INTEGRATION, DATA, PERPETUAL, PS360, INTDNT360-STF

Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-50; LIC, POWERSCRIBE 360, STRUCTURED SPEECH,

REPORTING-ADDON VOLUME QTY: 160,000, PS360EV-ADD Period of Performance: 4/1/2023-3/31/2024 Contract Period: base POP Begin: 04-01-2023 POP End: 03-31-2024 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS360EX-CONV248 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024

POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

TO SQL2K8R2SE DUAL CPU, FLD, PS360SD8-CONF15 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS0132R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Perpetual, PS360SS-E-162C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS360SS-E-164C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

CALs, Perpetual, PS360ST-E-164C01 Period of Performance: 4/1/2023- 3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

MXQ91200F1, PS4002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

33361289-29; PowerScribe Fed Speech Utility Server, DL360 G10, DL360 G10

MXQ91200DT, PS6002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS9002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

REPORTING-ADDON VOLUME QTY: 160,000, PS360EV-ADD Period of

Performance: 4/1/2023-3/31/2024 Contract Period: Option 1 POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS360EX-CONV248 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

TO SQL2K8R2SE DUAL CPU, FLD, PS360SD8-CONF15 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS0132R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026

PRINCIPAL NAICS CODE: 513210 - Software Publishers

Perpetual, PS360SS-E-162C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS360SS-E-164C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

CALs, Perpetual, PS360ST-E-164C01 Period of Performance: 4/1/2023- 3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

MXQ91200F1, PS4002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

MXQ91200DT, PS6002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS9002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

REPORTING-ADDON VOLUME QTY: 160,000, PS360EV-ADD Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 2 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS360EX-CONV248 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3

POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

TO SQL2K8R2SE DUAL CPU, FLD, PS360SD8-CONF15 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS0132R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Perpetual, PS360SS-E-162C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS360SS-E-164C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

CALs, Perpetual, PS360ST-E-164C01 Period of Performance: 4/1/2023- 3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

MXQ91200F1, PS4002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

MXQ91200DT, PS6002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS9002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

REPORTING-ADDON VOLUME QTY: 160,000, PS360EV-ADD Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 3 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS360EX-CONV248 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

TO SQL2K8R2SE DUAL CPU, FLD, PS360SD8-CONF15 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS0132R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027

POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Perpetual, PS360SS-E-162C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS360SS-E-164C01 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

CALs, Perpetual, PS360ST-E-164C01 Period of Performance: 4/1/2023- 3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

MXQ91200F1, PS4002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

MXQ91200DT, PS6002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

PS9002R-TFG-136 Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

REPORTING-ADDON VOLUME QTY: 160,000, PS360EV-ADD Period of Performance: 4/1/2023-3/31/2024 Contract Period: Option 4 POP Begin: 04-01-2027 POP End: 03-31-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers

GRAND TOTAL __________________

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract.