Reso 2022-3307 - Laserfiche WebLink

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Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 9 Contract Number: GS-07F-0031W contract. If the supplier or licensor believes the Government to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d) (Disputes). (v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act). (vi) Updating terms. (A) After award, the contractor may unilaterally revise commercial supplier agreement ternls if they are not material. A material change is defined as: (1) Terms that change Govemmentrights or obligations; (2) Terms that increase Government prices; (3) Terms that decrease overall level of service; or (4) Terms that limit any other Govemmentright addressed elsewhere in this contract. (B) For revisions that will materially change the ternls of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification. (C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material terns or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them. (vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease terns), such license or service shall not renew automatically upon expiration of its current terns without prior express consent by an authorized Government representative. (viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516. (ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the Government. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order. (B) This charge, if disputed by the Government, will be resolved in accordance with subparagraph (d) (Disputes); no payment obligation shall arise on the part of the Government until the conclusion of the dispute process. (C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government. (x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or Page:85 of 211