Special Agreement Requirements.pdf

CUI//PROCURE

Special Agreement Requirements

1. Governing Terms and External References. The rights and obligations of the parties are governed exclusively by the terms contained within this Agreement and its physically attached Exhibits and Appendices. Any reference within this Agreement or its attachments to any external website, URL, or document not physically attached hereto is for informational purposes only. All such external documents and the terms contained therein are hereby deemed void, are not incorporated by reference, and shall have no binding legal effect on the Government or its users. All contract modifications shall be made only by a written instrument signed by the Agreements Officer.

The Vendor has no authority to unilaterally amend its obligations under this Agreement. Any modification to the terms, conditions, policies, or specifications governing the services must be made via a formal, written contract modification (See "Modifications"). The act of updating a document on a public website does not constitute a valid modification to this Agreement.

2. Termination for Convenience. The Government may terminate this Agreement, in whole or in part, at any time and for any reason, by providing at least thirty (30) calendar days' prior written notice to the Vendor. Upon receipt of such notice, the Parties will negotiate in good faith a reasonable and timely adjustment of all outstanding issues and allowable costs incurred prior to the effective date of termination, consistent with the terms of this Agreement. In the event of termination, nothing in this Agreement precludes the Vendor from performing developmental work with other parties, using Vendor's own funds or other sources of funding.

3. Modifications. The only method by which this Agreement may be modified is by formal, written modification signed by the AO and, if necessary, an authorized officer of the Vendor.

a. Bilateral Modification. The Vendor or the Government may propose modifications to this Agreement. A modification that materially changes the obligations of either Party must be in writing and signed by the AO and an authorized officer of the Vendor. Vendor requests for modification shall detail the technical, chronological, and financial impact of the proposed change on the Agreement Effort Description.

b. Unilateral Modification. The AO may unilaterally issue minor or administrative modifications, which do not materially change the obligations of the Vendor, such as changes in the paying office or appropriation data, or changes to Government personnel identified in the Agreement. Unilateral modifications will be signed only by the AO.

4. Comptroller General Access to Records: The Comptroller General of the United States, in the discretion of the Comptroller General, shall have access to and the right to examine records of any Party to the Agreement, or any entity that participates in the performance of this Agreement, that directly pertain to, and involve transactions relating to, the Agreement.

a. Excepted from the Comptroller General access requirement is any Party to this Agreement, or any entity that participates in the performance of the Agreement, or any subordinate element of such party or entity, that, in the year prior to the date of the Agreement, has not entered into any other contract, grant, cooperative agreement, or "other transaction" agreement that provides for audit access to its records by a government entity.

b. (i) The right provided to the Comptroller General is limited as provided in subparagraph (ii) in the case of a Party to the Agreement, any entity that participates in the performance of the Agreement, or a subordinate element of that Party or entity, if the only cooperative agreements or "other transactions" that the party, entity, or subordinate element entered into with government entities in the year prior to the date of this Agreement are cooperative agreements or transactions that were entered into under 10 U.S.C. (S) 4022.

c. (ii) The only records of a Party, other entity, or subordinate element referred to in subparagraph (i) that the Comptroller General may examine in the exercise of the right referred to in that subparagraph are records of the same type as the records that the government has had the right to examine under the audit access terms of the previous agreements or transactions referred to in such subparagraph that were entered into by that particular Party, entity, or subordinate element.

d. This term shall not be construed to require any Party or entity, or any subordinate element of such Party or entity that participates in the performance of the Agreement, to create or maintain any record that is not otherwise maintained in the ordinary course of business or pursuant to a provision of law.

e. The Comptroller General shall have access to the records described in this term until three years after the date the final payment is made by the United States under this Agreement.

f. The recipient of the agreement shall flow down this provision to any entity that participates in the performance of the Agreement.

5. Payments will be made by the Defense Finance and Accounting Services office, as indicated below, within thirty

(30) calendar days of an acceptable invoice in WAWF. WAWF is a secure web-based system for electronic invoicing, receipt and acceptance. The WAWF application enables electronic form submission of invoices, government inspection, and acceptance documents in order to support DoD's goal of moving to a paperless acquisition process. Authorized DoD users are notified of pending actions by e-mail and are presented with a collection of documents required to process the Agreement or financial action. It uses Public Key Infrastructure (PKI) to electronically bind the digital signature to provide non-reputable proof that the user electronically signed the document with the contents. Benefits include online access and full spectrum view of document status, minimized re-keying and improving data accuracy, eliminating unmatched disbursements and making all documentation required for payment easily accessible.

6. Electronic Submission of Payment Requests and Receiving Reports

a. The Vendor shall submit payment requests and receiving reports in electronic form using Wide Area Work Flow (WAWF).

The Vendor shall prepare and furnish to the Government a receiving report at the time of each delivery of supplies or services under this agreement or task or delivery order.

b. Submit payment requests and receiving reports to WAWF in one of the following electronic formats:

i. Electronic Data Interchange.

ii. Secure File Transfer Protocol.

iii. Direct input through the WAWF website.

c. Information regarding WAWF is available at https://wawf.eb.mil/.

d. In addition to the requirements of this term, the Vendor shall meet the requirements of the appropriate payment terms in this Agreement when submitting payment requests.

e. Wide Area Workflow (WAWF) Payment Instructions

i. Definitions. As used in this terms--

"Department of Defense Activity Address Code (DoDAAC)" is a six-position code that uniquely identifies a unit, activity, or organization

"Document type" means the type of payment request or receiving report available for creation in Wide Area Work Flow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

ii. Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized above.

iii. WAWF access. To access WAWF, the Vendor shall—

• Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

• Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

iv. WAWF training. The Vendor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

v. WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

vi. WAWF payment instructions. The Vendor shall use the following information when submitting payment requests and receiving reports in WAWF for this agreement or task or delivery order:

(a) Document type. The Vendor shall submit payment requests using the following document type(s):

(1) For expenditure type

(2) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher

(3) For fixed price line item--

For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Agreements Officer.

-------INVOICE 2 IN1--------

[Note: The Vendor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step]

(b) Document routing. The Vendor shall use the information in the Routing Data Table below only to fill in applicable fields in WA WF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF: Data to be entered in WAWF:

Pay Official DoDAAC HQ0490 Issue By DoDAAC HT0038 Admin DoDAAC HT0038 https://wawf.eb.mil/ https://www.sam.gov/ https://wawf.eb.mil/ https://wawf.eb.mil/

Inspect By DoDAAC HT0051 Ship To Code HT0051

(c) Payment request. The Vendor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment term, agreement financing term, or allowable costs and payment.

vii. Receiving report. The Vendor shall ensure a receiving report meets the requirements of the Agreement.

f. WAWF point of contact.

i. The Vendor may obtain clarification regarding invoicing in WAWF from the following agreement's WAWF point of contact.

COR TBD

ii. Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

7. Service Level Agreement Monetary Credits. Any Service Level Agreement (SLA) credits, penalties, or other financial remedies owed to the Government due to system outages, degradation of performance, or failure to meet the metrics outlined in the Agreement Effort Description (AED) or applicable Service Specifications shall be issued exclusively as direct monetary credits. The Vendor shall not issue SLA credits in the form of "compute credits," "Al usage tokens," "free service periods," or any other non-monetary equivalent. All monetary credits owed to the Government shall be applied as a direct line-item deduction to the Vendor's invoice submitted through Wide Area Work Flow (WAWF) for the billing period in which the failure occurred, or the immediately subsequent billing period. In the event that this Agreement is terminated or expires before the credit can be applied to a WAWF invoice, the Vendor shall remit the monetary value of the credit directly to the Government via electronic funds transfer within thirty (30) calendar days.

8. Severability. If any provision of this Agreement, or the application of any such provision to any person or set of circumstances, is determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, will not be impaired or otherwise affected and will continue to be valid and enforceable to the fullest extent permitted by law.

9. Order of Precedence. In the event of an inconsistency or conflict between the terms of this OTA and any of the documents, exhibits, or attachments incorporated herein, the inconsistency or conflict shall be resolved by giving precedence in the following descending order of priority:

a. This Other Transaction (OT) Agreement (OTA);

b. DoD Business Associate Agreement (BAA), Pre-Requisite Checklist (PRC), and associated Data Sharing Agreement (DSA), Attachment 1 to OTA;

c. Agreement Effort Description (AED), Attachment 2 to OTA;

d. Cloud Services Agreement (Cloud Agreement) and

e. Service Specifications (Appendix 1)

10. Execution. This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised only by written consent of the Vendor and the AO. This Agreement, or modifications thereto, may be executed in counterparts each of which shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

11. Option to Extend the term of the agreement: The Government may elect to extend the term of this Agreement for up to four additional one-year option periods by providing written notice of its intent to the Vendor at least thirty (30) calendar days prior to the expiration of the current term.

a. Scoping and Usage Review. Prior to the execution of any option period, the Government will review audited usage data, system performance against the Operational Target Objectives, and the Government's anticipated requirements to determine the appropriate volume or scale for the upcoming term.

b. Good Faith Pricing Negotiation. Pricing and volume for any option period shall be negotiated in good faith based on actual usage, demonstrated system performance, and the Government's anticipated requirements. The Vendor represents that proposed pricing for any option period shall be commercially reasonable in comparison to a similarly situated commercial or government customers for equivalent volume and scope. Execution of the option period is contingent upon mutual agreement on pricing and commercial availability which meets Government security requirements.

c. Continuation of Non-Price Terms. If the Parties reach an agreement on pricing and the Government exercises the option to extend, all non-price terms, conditions, data rights, privacy mandates (BAA/DSA), and security requirements of the original Agreement, including the established Order of Precedence, shall remain in full force and effect for the duration of the option period and shall not be subject to renegotiation (unless mutually agreed upon by the parties).

d. No Obligation and Transition. The Government makes no representation or guarantee that any option period will be exercised. The exercise of any option is strictly at the Government's sole discretion and is subject to the availability of appropriated funds. If the Parties cannot reach a mutual agreement on pricing (or mutually agreed upon updates to any terms & conditions) for an option period, the Agreement shall expire, and the Data Retrieval and Deletion obligations set forth in this Agreement shall immediately apply to ensure an orderly transition.

12. Designation of Agreement Officer Representative(s) / Alternative Agreement Officer Representative(s). The following individual(s) are designated as the Agreement Officer's Representative (AOR) / Alternative Agreement Officer Representative (AAOR).

AOR: TBD

TBD.civ@health.mil

AAOR: TBD

TBD.civ@health.mil

It is emphasized that ONLY the Agreement Officer has the authority to modify the terms of the task order, therefore, in no event will any understanding, agreement, modification, change order, or other matter deviating from the terms of this overarching agreement between the Vendor and any other person be effective or binding on the Vendor

If, in the opinion of the Vendor, a request is made that falls outside the existing scope of this agreement, the Vendor shall promptly notify the Agreement Officer and ALL Agreement Specialist(s) in writing. No action shall be taken by the Vendor unless the Agreement Officer has issued a formal modification to the agreement.

mailto:TBD.civ@health.mil mailto:TBD.civ@health.mil

vii. Receiving report. The Vendor shall ensure a receiving report meets the requirements of the Agreement.