Common use of Incorporated Contractual Provisions Clause in Contracts

Incorporated Contractual Provisions. The contractual provisions at the following URL are mandatory contractual provisions, required by law or by VITA, and are incorporated by reference: xxxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedfiles/VITA_Main_Public/scm/StatutorilyMandatedTsandCs.pdf. The contractual claims provision of §2.2-4363 of the Code of Virginia and the required eVA provisions at: xxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedfiles/VITA_Main_Public/scm/eVATsandCs.pdf are also incorporated by reference. For any orders or SOWs issued by an Authorized User under a Contract that will or may include the entry, handling, processing, storage, movement, sharing of or access to Federal Tax Information (FTI) by Supplier or any subcontractor of Supplier in any manner, IRS Publication 1075 shall apply to that order, SOW and Contract. The Tax Information Security Guidelines for Federal, State and Local Agencies – Exhibit 7, Safeguarding Contract Language, as appropriate, and the requirements specified in Exhibit 7 in accordance with IRC 6103(n) are included by reference and are located at this URL: xxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedFiles/VITA_Main_Public/SCM/Mandatory_IRS_Pub_1075_for_F TI_data.pdf. Supplier hereby acknowledges that it will comply with all applicable requirements of these terms and IRS Publication 1075 in its entirety. Non-compliance with the terms and IRS Publication 1075 may be determined, solely by VITA, as a material breach of the applicable order or SOW or the Contract. Further, the use of the term “Contractor” in these terms and IRS Publication 1075 means the same as the term “Supplier,” as defined and used in the Contract. FTI consists of federal tax returns and return information (and information derived from it) that is in the agency’s (i.e., Authorized Users of this Contract, as defined herein) possession or control which is covered by the confidentiality protections of the Internal Revenue Code (IRC) and subject to the IRC 6103(p)(4) safeguarding requirements including IRS oversight. FTI is categorized as Sensitive but Unclassified information and may contain personally identifiable information (PII). The terms and conditions in documents posted to the aforereferenced URLs are subject to change pursuant to action by the legislature of the Commonwealth of Virginia, change in VITA policy, adoption of revised eVA business requirements, or change to IRS Publication 1075. Supplier is responsible for verifying the correct and current version of this IRS publication and related safeguarding terms language and acknowledges that VITA Authorized User issuing the order or SOW will be held harmless. If a change is made to the mandatory terms and conditions, a new effective date will be noted in the document title. Supplier is advised to check the URLs periodically

Incorporated Contractual Provisions. The contractual provisions at the following URL are mandatory contractual provisions, required by law or by VITA, and are incorporated by reference: xxxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedfiles/VITA_Main_Public/scm/StatutorilyMandatedTsandCs.pdf. The contractual claims provision of §2.2-4363 of the Code of Virginia and the required eVA provisions at: xxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedfiles/VITA_Main_Public/scm/eVATsandCs.pdf xxxx://xxxx.xxxxxxxx.xxx/uploadedfiles/VITA_Main_Public/scm/eVATsandCs.pdf are also incorporated by reference. For any orders or SOWs issued by an Authorized User under a If the Contract that will or may include the entry, handling, processing, storage, movement, sharing of or access to Federal Tax Information (FTI) by Supplier or any subcontractor of Supplier in any manner, IRS Publication 1075 shall apply to that order, SOW and this Contract. The Tax Information Security Guidelines for Federal, State and Local Agencies – Exhibit 7, Safeguarding Contract Language, as appropriate, and the requirements specified in Exhibit 7 in accordance with IRC 6103(n) are included by reference and are located at this URL: xxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedFiles/VITA_Main_Public/SCM/Mandatory_IRS_Pub_1075_for_F TI_data.pdfxxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedFiles/VITA_Main_Public/SCM/Mandatory_IRS_Pub_1075_for_FTI_data.pdf. Supplier hereby acknowledges that it will comply with all applicable requirements of these terms and IRS Publication 1075 in its entirety. Non-compliance with the terms and IRS Publication 1075 may be determined, solely by VITADSS, as a material breach of the applicable order or SOW or the Contract. Further, the use of the term “Contractor” in these terms and IRS Publication 1075 means the same as the term “Supplier,” as defined and used in the Contract. FTI consists of federal tax returns and return information (and information derived from it) that is in the agency’s (i.e., Authorized Users of this Contract, as defined herein) possession or control which is covered by the confidentiality protections of the Internal Revenue Code (IRC) and subject to the IRC 6103(p)(4) safeguarding requirements including IRS oversight. FTI is categorized as Sensitive but Unclassified information and may contain personally identifiable information (PII). The terms and conditions in documents posted to the aforereferenced URLs are subject to change pursuant to action by the legislature of the Commonwealth of Virginia, change in VITA policy, adoption of revised eVA business requirements, or change to IRS Publication 1075. Supplier is responsible for verifying the correct and current version of this IRS publication and related safeguarding terms language and acknowledges that VITA Authorized User issuing the order or SOW and DSS will be held harmless. If a change is made to the mandatory terms and conditions, a new effective date will be noted in the document title. Supplier is advised to check the URLs periodically. Compliance with the Federal Lobbying Act Supplier’s signed certification of compliance with 31 USC 1352 (titled "Limitation on use of appropriated funds to influence certain Federal Contracting and financial transactions") or by the regulations issued from time to time thereunder (together, the "Lobbying Act") is incorporated as an exhibit to this Contract. Ethics in Public Contracting By submitting their proposals, Suppliers certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. In addition, supplier will disclose any actual or perceived conflicts of interest in its proposal and will notify DSS if it becomes aware of a potential conflict of interest in the future. Governing Law This Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to that body of law controlling choice of law. Any and all litigation shall be brought in the circuit courts of the Commonwealth of Virginia. The English language version of this Contract prevails when interpreting this Contract. The United Nations Convention on Contracts for the International Sale of Goods and all other laws and international treaties or conventions relating to the sale of goods are expressly disclaimed. UCITA shall apply to this Contract only to the extent required by §59.1-501.15 of the Code of Virginia. Dispute Resolution In accordance with §2.2-4363 of the Code of Virginia, Contractual claims, whether for money or other relief, shall be submitted in writing to the public body from whom the relief is sought no later than sixty (60) days after final payment; however, written notice of the Supplier's intention to file such claim must be given to such public body at the time of the occurrence or beginning of the work upon which the claim is based. Pendency of claims shall not delay payment of amounts agreed due in the final payment. The relevant public body shall render a final decision in writing within thirty (30) days after its receipt of the Supplier's written claim. The Supplier may not invoke any available administrative procedure under §2.2-4365 of the Code of Virginia nor institute legal action prior to receipt of the decision of the relevant public body on the claim, unless that public body fails to render its decision within thirty (30) days. The decision of the relevant public body shall be final and conclusive unless the Supplier, within six (6) months of the date of the final decision on the claim, invokes appropriate action under §2.2-4364, Code of Virginia or the administrative procedure authorized by §2.2-4365, Code of Virginia. Upon request from the public body from whom the relief is sought, Supplier agrees to submit any and all contractual disputes arising from this Contract to such public body’s alternative dispute resolution (ADR) procedures, if any. Supplier may invoke such public body’s ADR procedures, if any, at any time and concurrently with any other statutory remedies prescribed by the Code of Virginia. In the event of any breach by a public body or a private institution, Supplier’s remedies shall be limited to claims for damages and Prompt Payment Act interest and, if available and warranted, equitable relief, all such claims to be processed pursuant to this Section. In no event shall Supplier’s remedies include the right to terminate any license or support services hereunder. Advertising and Use of Proprietary Marks Supplier shall not use the name of DSS or refer to DSS, directly or indirectly, in any press release or formal advertisement without receiving prior written consent of DSS. In no event may Supplier use a proprietary mark of DSS without receiving the prior written consent of DSS.

Incorporated Contractual Provisions. The contractual provisions at the following URL are mandatory contractual provisions, required by law or by VITA, and are incorporated by reference: xxxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedfiles/VITA_Main_Public/scm/StatutorilyMandatedTsandCs.pdfxxxxx://xxx.xxxx.xxxxxxxx.xxx/media/vitavirginiagov/supply-chain/pdf/StatutorilyMandatedTsandCs.pdf. The contractual claims provision of §2.2-4363 of the Code of Virginia and the required eVA provisions at: xxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedfiles/VITA_Main_Public/scm/eVATsandCs.pdf xxxxx://xxx.xxxx.xxxxxxxx.xxx/media/vitavirginiagov/supply-chain/pdf/eVATsandCs.pdf are also incorporated by reference. For any orders or SOWs issued by an Authorized User under a Contract that will or may include the entry, handling, processing, storage, movement, sharing of or access to Federal Tax Information (FTI) by Supplier or any subcontractor of Supplier in any manner, IRS Publication 1075 shall apply to that order, SOW and Contract. The Tax Information Security Guidelines for Federal, State and Local Agencies – Exhibit 7, Safeguarding Contract Language, as appropriate, and the requirements specified in Exhibit 7 in accordance with IRC 6103(n) are included by reference and are located at this URL: xxxx://xxx.xxxx.xxxxxxxx.xxx/uploadedFiles/VITA_Main_Public/SCM/Mandatory_IRS_Pub_1075_for_F TI_data.pdfxxxxx://xxx.xxxx.xxxxxxxx.xxx/media/vitavirginiagov/supply-chain/pdf/Mandatory_IRS_Pub_1075_for_FTI_data-1.pdf. Supplier hereby acknowledges that it will comply with all applicable requirements of these terms and IRS Publication 1075 in its entirety. Non-compliance with the terms and IRS Publication 1075 may be determined, solely by VITA, as a material breach of the applicable order or SOW or the Contract. Further, the use of the term “Contractor” in these terms and IRS Publication 1075 means the same as the term “Supplier,” as defined and used in the Contract. FTI consists of federal tax returns and return information (and information derived from it) that is in the agency’s (i.e., Authorized Users of this Contract, as defined herein) possession or control which is covered by the confidentiality protections of the Internal Revenue Code (IRC) and subject to the IRC 6103(p)(4) safeguarding requirements including IRS oversight. FTI is categorized as Sensitive but Unclassified information and may contain personally identifiable information (PII). The terms and conditions in documents posted to the aforereferenced URLs are subject to change pursuant to action by the legislature of the Commonwealth of Virginia, change in VITA policy, adoption of revised eVA business requirements, or change to IRS Publication 1075. Supplier is responsible for verifying the correct and current version of this IRS publication and related safeguarding terms language and acknowledges that VITA Authorized User issuing the order or SOW will be held harmless. If a change is made to the mandatory terms and conditions, a new effective date will be noted in the document title. Supplier is advised to check the URLs periodically. Compliance with the Federal Lobbying Act Supplier’s signed certification of compliance with 31 USC 1352 (entitled "Limitation on use of appropriated funds to influence certain Federal Contracting and financial transactions") or by the regulations issued from time to time thereunder (together, the "Lobbying Act") is incorporated as an exhibit to this Contract. Ethics in Public Contracting By submitting their proposals, Suppliers certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. In addition, supplier will disclose any actual or perceived conflicts of interest in its proposal and will notify VITA if it becomes aware of a potential conflict of interest in the future. Governing Law This Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to that body of law controlling choice of law. Any and all litigation shall be brought in the circuit courts of the Commonwealth of Virginia. The English language version of this Contract prevails when interpreting this Contract. The United Nations Convention on Contracts for the International Sale of Goods and all other laws and international treaties or conventions relating to the sale of goods are expressly disclaimed. UCITA shall apply to this Contract only to the extent required by §59.1-501.15 of the Code of Virginia. Dispute Resolution In accordance with §2.2-4363 of the Code of Virginia, Contractual claims, whether for money or other relief, shall be submitted in writing to the public body from whom the relief is sought no later than sixty (60) days after final payment; however, written notice of the Supplier's intention to file such claim must be given to such public body at the time of the occurrence or beginning of the work upon which the claim is based. Pendency of claims shall not delay payment of amounts agreed due in the final payment. The relevant public body shall render a final decision in writing within thirty (30) days after its receipt of the Supplier's written claim. The Supplier may not invoke any available administrative procedure under §2.2-4365 of the Code of Virginia nor institute legal action prior to receipt of the decision of the relevant public body on the claim, unless that public body fails to render its decision within thirty (30) days. The decision of the relevant public body shall be final and conclusive unless the Supplier, within six (6) months of the date of the final decision on the claim, invokes appropriate action under §2.2-4364, Code of Virginia or the administrative procedure authorized by §2.2-4365, Code of Virginia. Upon request from the public body from whom the relief is sought, Supplier agrees to submit any and all contractual disputes arising from this Contract to such public body’s alternative dispute resolution (ADR) procedures, if any. Supplier may invoke such public body’s ADR procedures, if any, at any time and concurrently with any other statutory remedies prescribed by the Code of Virginia. In the event of any breach by a public body or a private institution, Supplier’s remedies shall be limited to claims for damages and Prompt Payment Act interest and, if available and warranted, equitable relief, all such claims to be processed pursuant to this Section. In no event shall Supplier’s remedies include the right to terminate any license or support services hereunder. Advertising and Use of Proprietary Marks Supplier shall not use the name of VITA or any Authorized User or refer to VITA or any Authorized User, directly or indirectly, in any press release or formal advertisement without receiving prior written consent of VITA or such Authorized User. In no event may Supplier use a proprietary xxxx of VITA or an Authorized User without receiving the prior written consent of VITA or the Authorized User.