Services Agreement - Internal Revenue Service and US Audiotex Corp.
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SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE 1 OF
OFFEROR TO COMPLETE BLOCKS 12,17,23,24, & 30 0-9-N8-07-07-A39 001 24
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2. CONTRACT NO. 3. AWARD/EFFECTIVE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE
TIRNO-99-C-00033 DATE 09/30/1999 DATE
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7. FOR SOLICITATION a. NAME b. TELEPHONE NUMBER (No collect call) 8. OFFER DUE DATE/
INFORMATION CALL: LOCAL TIME
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9. ISSUED BY CODE irs0088 10. THIS ACQUISITION IS 11. DELIVERY FOR 12. DISCOUNT TERMS
------------
[] UNRESTRICTED DESTINATION UNLESS Discount: 0%
INTERNAL REVENUE SERVICE [] SET ASIDE: % FOR BLOCK IS MARKED Days: 0
A/C PROCUREMENT Suite 700 [] SMALL BUSINESS [] SEE SCHEDULE Net due: 30
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6009 OXON HILL ROAD [] SMALL DISADV. BUSINESS [] 13a. THIS CONTRACT IS A RATED ORDER
OXON HILL, MD 20743 [] 9 (A) UNDER DPAS(15 CFR 700)
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13b. RATING
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SIC: 14. METHOD OF SOLICITATION
SIZE STANDARD: [] RFQ [] IFS [] RFP
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15. DELIVER TO CODE 20706210 16. ADMINISTERED BY CODE irs0088
------------ ------------
Internal Revenue Service, OP:ETA:E INTERNAL REVENUE SERVICE
ATTN: Linda Rickard, C4-332 NCFB A/C PROCUREMENT Suite 700
5000 Ellin Road 6009 OXON HILL ROAD
Lanham, MD 20706 OXON HILL, MD 20745
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17a. CONTRACTOR/ 50463 FACILITY 18a. PAYMENT WILL BE MADE BY CODE
OFFEROR CODE --------- CODE ------------ --------
US Audiotax Corporation Not Applicable
Steven R. Johnson
2333 San Ramon Valley Boulevard
San Ramon, CA 94583
TELEPHONE NO. 925-838-7996
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[] 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK
IN OFFER BELOW
IS CHECKED [] SEE ADDENDUM
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19. 20. 21. 22. 23. 24.
ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
See attached schedule
(Attach Additional Sheets as Necessary)
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25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Uses Only)
0.00
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[] 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 62.212-1, 62.212-4. FAR 62.212-3 AND 62.212-5 ARE ATTACHED. ADDENDA
[] ARE [] ARE NOT ATTACHED.
[] 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 62.212-4, FAR 62.212-5 IS ATTACHED. ADDENDA [X] ARE
[] ARE NOT ATTACHED.
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28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 3 COPIES 29. AWARD OF CONTRACT: REFERENCE ________ OFFER
------
[X] TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET [] DATED ____ .YOUR OFFER ON SOLICITATION
FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES
SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN. WHICH ARE SET FORTH HEREIN IS ACCEPTED AS TO
ITEMS:
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30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)
/s/ Kenneth Stern /s/ Jeffrey P. Petrino
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30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED
Kenneth Stern, President 9/30/99 Jeffrey P. Petrino 9/30/99
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32a. QUANTITY IN COLUMN 21 HAS BEEN 33. SHIP NUMBER 34. VOUCHER NUMBER 35. ACCOUNT VERIFIED
ACCEPTED, AND CONFORMS TO THE CORRECT FOR
[] RECEIVED [] INSPECTED [] EXCEPT AS NOTED PARTIAL FINAL
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32b. SIGNATURE OF AUTHORIZED GOVT. REPRESENTATIVE 32c. DATE 36. PAYMENT 37. CHECK NUMBER
[] COMPLETE [] PARTIAL [] FINAL
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38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY
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41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)
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41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42b. RECEIVED AT (Location)
--------------------------------------------------------
42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS
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AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (10-96)
Prescribed by GSA FAR (48 CFR) 53.21
TIRNO-99-C-00033
<PAGE>
ITEM DESCRIPTION QUANTITY U/I UNIT PRICE AMOUNT
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1001 Pilot of Integrated Electronic Filing 1.00 EA 0.000000 0.00
and Payment of Individual Income Tax by
Credit Card for Tax Year 1999/Filing
Season 2000
Page 1A
<PAGE>
SECTION C - CONTRACT TERMS AND CONDITIONS
-----------------------------------------
C.1 CONTRACT TERMS AND CONDITIONS - COMMERCIAL
ITEMS FAR 52.212-4 (MAR 1999)........................................Page 4
C.2 STATEMENT OF WORK - ADDENDUM TO FAR 52.212-4.........................Page 7
C.2.1 INTRODUCTION..................................................Page 7
C.2.2 GENERAL REQUIREMENTS..........................................Page 7
C.2.3 DUTIES AND RESPONSIBILITIES OF THE
CONTRACTOR....................................................Page 7
C.2.4 DUTIES AND RESPONSIBILITIES OF THE GOVERNMENT............... Page 11
C.2.5 DELIVERABLES.................................................Page 12
C.2.5.1 PILOT FINDINGS REPORT.................................Page 12
C.2.5.2 MONTHLY STATUS REPORT.................................Page 12
C.2.5.3 RECURRING TRANSACTION REPORTS.........................Page 13
C.2.6 PILOT SUCCESS DETERMINATION..................................Page 13
C.2.7 SCHEDULE OF PERFORMANCE......................................Page 14
C.2.8 PERFORMANCE REQUIREMENTS.....................................Page 14
C.3 AUTHORITY - CONTRACTING OFFICER, CONTRACTING
OFFICER'S TECHNICAL REPRESENTATIVE AND
CONTRACTOR'S PROJECT MANAGER........................................Page 15
C.3.1 ADMINISTRATIVE CONTRACTING OFFICER...........................Page 15
C.3.2 CONTRACTING OFFICER'S TECHNICAL
REPRESENTATIVE...............................................Page 15
C.3.3 PROJECT MANAGER..............................................Page 16
C.4 CONTRACT CORRESPONDENCE.............................................Page 16
C.5 DISCLOSURE OF INFORMATION--SAFEGUARDS (IRSAP
1052.224-9000)(JAN 1998)............................................Page 17
C.6 DISCLOSURE OF "OFFICIAL USE ONLY" INFORMATION SAFEGUARDS
(IRSAP 1052.224-70(d)) (DEC 1988)..................................Page 17
C.7 DISCLOSURE OF INFORMATION-CRIMINAL/CIVIL
SANCTIONS (IRSAP 1052.224-71(a)) (JAN 1998).........................Page 17
C.8 DISCLOSURE OF INFORMATION-OFFICIAL USE
ONLY (IRSAP 1052.224-71(b)) (DEC 1988)..............................Page 18
TIRNO-99-C-00033 Page 2
<PAGE>
C.9 DISCLOSURE OF INFORMATION-INSPECTION
(IRSAP 1052.224-72) (DEC 1988)..........................Page 19
C.10 PUBLIC RELEASE OF INFORMATION ..........................Page 19
C.11 IRSAP 1052.239-9002 - YEAR 2000 WARRANTY -
COMMERCIAL SUPPLY PRODUCTS .............................Page 19
C.12 ADDENDUM 1 .............................................Page 21
C.12.1 FAR CLAUSES INCORPORATED BY REFERENCE ...........Page 21
C.13 CONTRACT TERMS AND CONDITIONS REQUIRED TO
IMPLEMENT STATUTES OR EXECUTIVE ORDERS -
COMMERCIAL ITEMS, FAR 52.212-5 (AUG 1996) ..............Page 21
TIRN0-99-C-00033 Page 3
<PAGE>
SECTION C - CONTRACT TERMS AND CONDITIONS
-----------------------------------------
C.1 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS FAR 52.212-4
(MAR 1999)(TAILORED)
(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 performance of nonconforming services without change
in the mutual agreement that all work will be at no cost to the Government. 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) Changes. Changes in the terms and conditions of this contract may be
made only by written agreement of the parties.
(c) Disputes. This contract is subject to the Contract Disputes Act of
1978, as amended (41 U.S.C. 601-613). 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 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.
(d) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated
herein by reference.
(e) 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
TIRNO-99-C-00033 Page 4
<PAGE>
reasonable dispatch, and shall promptly give written notice to the Contracting
Officer of the cessation of such occurrence.
(f) 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.
(g) No consideration or fee. The Contractor and the Government have
mutually agreed that all work will be at no cost to the Government. This
agreement is a result of the prohibition in the Taxpayer Relief Act of 1997
codified at Internal Revenue code 6311(d)(2), namely, "the Secretary is
authorized to enter into contracts to obtain services related to receiving
payment by other means where cost beneficial to the government. The Secretary
may not provide any fee or provide any other consideration under such
contracts."
(h) 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.
(i) 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. Because the parties to the contract have
mutually agreed that all work performed will be at no cost to the Government,
the Contractor will not be paid for any costs of contract performance as a
result of the termination for the Government's convenience.
(j) 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
TIRNO-99-C-00033 Page 5
<PAGE>
shall be deemed a termination for convenience.
(k) Title. Unless specified elsewhere in this contract, title to
deliverable items, that is, reports (see C.2.5) furnished under this contract
shall pass to the Government upon acceptance, regardless of when or where the
Government takes physical possession.
(1) Limitation of liability. Except as otherwise provided by an express or
implied warranty, the Contractor will not be liable to the Government for
consequential damages resulting from any defect or deficiencies in accepted
items.
(m) 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.
(n) 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 327, et seq., Contract Work
Hours and Safety Standards Act, 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41
U.S.C. 265 and 10 U.S.C. 2409 relating to whistle blower protections; 49 U.S.C
40118, Fly American; and 41 U.S.C. 243 relating to procurement integrity.
(o) Order of precedence. Any inconsistencies in this solicitation or
contract shall be resolved by giving precedence in the following order
(1) Disputes, Other Compliances, and Compliance with Laws Unique to
Government Contracts paragraphs of this clause.
(2) The clause at 52.212-5.
(3) Addenda to this solicitation or contract, including any license
agreements for computer software.
(4) Solicitation provisions if this is a solicitation
(5) Other paragraphs of this clause.
(6) The Standard Form 26.
(7) Other documents, exhibits, and attachments.
(8) The statement of work.
TIRNO-99-C-00033 Page 6
<PAGE>
C.2 STATEMENT OF WORK - ADDENDUM TO FAR 52.212-4
C.2.1 INTRODUCTION
With passage of the Taxpayer Relief Act of 1997, the federal government can
accept tax payments via any commercially acceptable means.
The purpose of this contract is to pilot and implement a more convenient
method for the taxpayer to pay income taxes owed, which will also reduce
governmental costs and improve cash flow to the federal government.
C.2.2 GENERAL REQUIREMENTS
This is a "commercial item" acquisition, as that term is defined in the
Federal Acquisition Regulations (FAR) 2.101.
The Contractor shall provide an electronic credit card authorization system
and shall conduct a pilot that allows taxpayers to file federal individual tax
returns (Form 1040 Series) with a payment of the balance due by means of the
return transmission software employed, using American Express, DiscoverCard, and
MasterCard credit cards. The Contractor shall enable payment with up to a
sixteen digit credit card number and a four or six digit expiration date. The
Contractor shall ensure that certain edits are performed to confirm the validity
of the credit card number and expiration date, The Contractor shall provide an
acknowledgement of acceptance back to the taxpayer.
The Contractor may charge taxpayers a traditional "merchant fee" for the
convenience of having an electronic payment authorized and made. On average,
this fee shall not exceed 3% of the tax payment. In the event that other credit
card companies are subcontracted to participate in the program, the Contractor
shall negotiate to minimize merchant fees and other credit card related
transaction fees to minimize taxpayer surcharges. The Contractor shall collect
and disburse all such fees from the cardholder and post all charges to the
cardholder's account.
C.2.3 DUTIES AND RESPONSIBILITIES OF THE CONTRACTOR
The Contractor's duties and responsibilities during the term of this contract
are to:
1. Provide individual federal taxpayers access to the credit card and
electronic filing transaction processing networks employed by the
Contractor beginning on January 14, 2000 and ending on October 16, 2000 at
a rate equal to or exceeding 95% availability (total number of customers
accessing the Contractor's credit card transaction network on the first
attempt/total number of attempts). Excusable
TIRNO-99-C-00033 Page 7
<PAGE>
downtime for the electronic filing transaction processing network includes
the time necessary for regular backup and maintenance procedures.
2. Provide an accuracy rate Of 99% or higher for all transmitted transaction
data as provided by the taxpayer. This includes accuracy of electronic
payment data resulting from intermediate actions taken by the Contractor
necessary for coding, applying, and transmitting payment data.
3. Provide documentation to the Government (with "limited rights" as defined
in the "Rights in Data" clause in Section C.12.1) before the pilot
commences, of the transaction processing networks employed in the pilot and
the networks' interfaces including testing certification plan, test
reports, and procedural guide.
4. Notify taxpayers of the dollar amounts of a11 fees to be charged to their
credit card and obtain taxpayers' acknowledgements of charges prior to
initiating credit authorizations. Notify the Government of the method of
obtaining taxpayers' acknowledgement before the pilot commences.
5. Provide taxpayers with confirmation of payment transactions electronically
through the return transmission software used by participating electronic
return originators or tax practitioners, through the period ending October
16, 2000.
6. Provide taxpayers, upon request, with IRS general information in an easily
accessible, readable and print-ready form through the return transmission
software used by participating electronic return originators or tax
practitioners.
7. Provide incident reports of any material network outages, work stoppages,
or other payment processing problems. This includes but is not limited to
systemic problems related to authorizing credit on-line and human errors
that result in duplicate payments or non-payment. The Contractor shall
inform the Contracting Officer'S Technical Representative (COTR) of all
incidents within 24 hours of occurrence or awareness, and shall provide an
incident report within 5 business days. Incident reports shall include a
description of the incident, the cause, number of taxpayers impacted,
duration of the incident, and actions taken by the Contractor to remedy the
incident. The Contractor shall comply with the EFTPS Credit Card Bulk Filer
Requirements dated May 17, 1999, and provide all reports (EDI.X.12) as
stated therein. No additional "bulk filer" reports are required.
8. Make reasonable efforts to make any necessary modifications to software,
systems, and services in accordance with its commercial business practices
to conform to the provisions of IRS regulations promulgated under U.S.C.
6311 (d)(1). This contract is considered modified automatically to
incorporate by reference the current provisions of such IRS regulations
during the life of this contract.
TMNO-99-C-00033 Page 8
<PAGE>
9. Retain credit card authorization logs for 72 months from the date of each
transaction. The information in such logs shall include the transaction
dates and times, card member account number and expiration date, amount of
transaction, and approval code. This requirement shall survive the life of
this contract, and the Government shall have the right to inspect such logs
upon reasonable notice to the Contractor.
10. Retain taxpayer electronic filing information for 36 months following the
end of each tax filing season. This requirement shall survive the life of
this contract, and the Government shall have the right to inspect such logs
upon reasonable notice to the Contractor.
11. Convert credit card transactions to ACH debit authorizations and settle
funds to the Government's designated Treasury Financial Agent (TFA). Any
adjustments necessary because of failure to correctly verify and validate
credit information shall be the responsibility of the Contractor. The TFA
shall initiate one bulk daily debit to the account established for this
purpose. The Contractor shall instruct the TFA to initiate ACH debit
authorizations only upon the Government's acceptance of an
electronically-filed tax return.
12. Settle all credit card payment transactions in accordance with the
following standard timeframes for settlement for each credit card as stated
in the applicable merchant agreement. MasterCard funds will be deposited on
the 2nd business day after the date of authorization of the transaction.
American Express and DiscoverCard funds shall be deposited on the 3rd
business day after the date of authorization of the transaction. Any funds
held overnight from one business day to the next business day shall be
subject to U.S. Treasury penalties and interest. Provide settled credit
card payments where the authorization date is less than 11 days prior to
the settlement date; except that American Express and DiscoverCard payments
shall be forwarded to the TFA one business day prior to settlement.
13. Provide only guaranteed payments to the Government for taxes owed.
14. Maintain the confidentiality of any information relating to credit card
transactions with absolutely no disclosure or use except to the extent
authorized by written procedures promulgated by the IRS pursuant to 25
U.S.C. 6311 (e)(3).
15. Maintain the confidentiality of any information relating to Federal/State
credit card payments completed in a single transaction. This includes
absolutely no disclosure or use of information collected during this
transaction for any purpose other than processing the transaction to the
U.S. Treasury or appropriate State. Information
TERNO-99-C-00033 Page 9
<PAGE>
collected during this transaction shall not be disclosed or used for any
purpose prohibited by Section 6311 of the Internal Revenue Code.
16. Pay all credit card discount fees and other transaction fees.
17. Provide a merchant descriptor on the taxpayer's credit card statement
indicating the tax payment amount as a unique line item entitled "U S
Treasury Tax Payment."
18. Provide a merchant descriptor on the taxpayer's credit card statement
indicating the convenience fee amount as a unique line item.
19. Provide status reports (daily and monthly), as described in C.2.5.2 and
C.2.5.3 below, containing the number of taxpayers using the system and
total dollar amount of authorized and settled payments sent to the IRS, and
any problems encountered. Aggregate and cumulative payment volumes shall be
provided daily. The daily reports, containing the prior days activity,
shall be delivered to the designated IRS point of contact (POC) by 2:00 pm
Eastern time each day through May 15, 2000, provided that payment
confirmation is received by 12:00 pm (Noon) Eastern Time. The Contractor
shall notify the IRS POC if payment confirmation is either not received by
Noon or is received after Noon, and the Government shall establish a
revised reporting time for that day if necessary. Monthly reports shall be
delivered to the designated IRS point of contact by the 10th day of each
month.
20. Provide weekly reports of all chargeback actions identifying the
transaction date, dollar amount, action request date, and reason for
action. These actions shall be in conformance with chargeback procedures
issued by the IRS and meet the definition of chargebacks provided by the
Contractor and agreed to by the IRS. These reports shall be delivered to
the designated IRS point of contact by close of business each Friday.
21. Provide Marketing plan and deliverables that support and facilitate public
awareness of IRS e-file and electronic payments. This shall include (1)
development and execution of an Electronic Payment Marketing Plan (to
include IRS e-file key messages, plan milestones/deliverables and
measurements for success); (2) description of how the Contractor will track
and report the number of unique taxpayers that use the IRS e-file/payment
product as a result of the marketing plan execution, and also the number of
unique visits to its World Wide Web site by way of a hyperlink from the IRS
Digital Daily Web Site; and (3) submission of marketing performance
reports. The reports shall contain a narrative description of
accomplishments; difficulties/barriers; and measurement of success (number
of unique taxpayers that electronically file and pay as a result of the
marketing campaign), The reports shall be included in the monthly status
reports described above, as a separate section. An initial and supplemental
marketing performance
TnINO-99-C-00033 Page 10
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findings report shall be submitted in conjunction with the Pilot Findings
Report described in C.2.5.1 and C.2.7. The initial report shall include
activity occurring between January and April 2000. The supplemental report
shall include a summary of the initial report findings and marketing activity
from May through October 2000. These reports are subject to inspection,
verification and approval by the IRS.
C.2.4 DUTIES AND RESPONSIBILITIES OF THE GOVERNMENT
The Government's, that is, the Internal Revenue Service's, duties and
responsibilities during the term of this contract are to:
1. Provide electronic record specifications necessary for settlement of funds
and posting of tax records related to the credit card payments.
2. Provide no consideration to the Contractor for credit card related
transactions.
3. Designate Treasury Financial Agent(s) to act on the Government's behalf for
settlement of funds in payment of individual taxes owed. The TFA(s) will
have no authority to access accounts, use information, or place
requirements on any person or organization to use the taxpayer's credit
card to collect any amount beyond what has been authorized by the
taxpayer.
4. Provide required information or instructions for the contractor to
communicate to taxpayers.
5. Provide required reporting formats.
6. Provide a mechanism for returning funds received by credit card payment in
order to correct errors arising from a credit card transaction posted to a
cardholder's account without the cardholder's authorization.
7. Process chargeback actions in accordance with its written procedures. This
shall include reimbursing the Contractor for unauthorized charges that are
substantiated by the cardholder and approved by the Contractor's duly
authorized management representative. The Contractor must have completed
and delivered the appropriate IRS chargeback form and supporting
documentation to the IRS as described in IRS chargeback procedures. Such
chargeback requests shall be processed based on the Contractor's
determination of the appropriateness of this action as signified by its
authorized claimant's signature.
8. Provide a hyperlink from the IRS Digital Daily Web Site to the Contractor's
Web Site.
TIRNO-99-C-00033 Page 11
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C.2.5 DELIVERABLES
The Contractor shall submit the following deliverables in accordance with the
schedule outlined in Section C.2.7.
C.2.5.1 PILOT FINDINGS REPORT
The Contractor shall provide an initial and supplemental pilot findings report.
A copy of the report shall be provided to the IRS Contracting Officer (CO)(one
copy), the Contracting Officer's Technical Representative (COTR) (one copy), and
the IRS Program Manager (three copies). The report shall describe:
1. the pilot features,
2. the conduct and findings of the pilot as they relate to the Contractor's
and any subcontractor's performance (including a summary of all payment
transactions, any problems, changes made during the pilot and lessons
learned)
3. recommendations for improvement including changes to the Contractor's
and/or IRS processes, and
4. practitioner and/or client feedback including customer satisfaction survey
results.
The initial report will include activity occurring between January 2000 and
April 2000. The supplemental report will include a summary of the initial
report's findings and activity from May through October 2000.
C.2.5.2 MONTHLY STATUS REPORTS
The Contractor shall provide monthly status reports on the 10th day of each
month through the implementation date of the pilot. The report shall cover the
overall progress of the pilot's development. Copies of the report shall be
provided to the IRS Contracting Officer (CO) (one copy) and the Contracting
Officer's Technical Representative (COTR) (one copy) and the IRS Program Manager
(one copy). The report shall contain the following information:
1. date of report,
2. project manager name,
3. project manager telephone number, fax number and e-mail address,
4. a brief description of the work accomplished, emphasizing the progress made
since the last reporting period,
5. a description of any unresolved and/or anticipated problems, if any
(include schedule impacts),
6. an estimate of the percent of work accomplished to date; and a statement on
the status of the pilot as it relates to the work breakdown schedule,
either confirming that the task is on schedule or explaining the nature and
extent of the pending delay.
TIRNO-99-C-0003-3 Page 12
<PAGE>
C.2.5.3 RECURRING TRANSACTION REPORTS
The Contractor shall provide daily and monthly transaction reports. The reports
shall cover the post-implementation progress of the pilot. Daily reports shall
be provided no later than 9:00 am Eastern Time and should include all prior day
transactions and cumulative volumes. Monthly reports shall be provided by the
10th day of each month and include all prior month transactions and reconcile
any adjustments made during that month. Copies of the reports shall be provided
to the IRS Contracting Officer (CO)(one copy), the Contracting Officer`s
Technical Representative (COTR) (one copy) and the Program Manager (one copy) or
his/her designee. The report shall contain the following information:
1. date of report,
2. period covered,
3. total number of transactions,
4. dollar amount of transactions,
5. total number of payment attempts,
6. total number of successful attempts,
7. dollar amount of successful attempts,
8. average payment amount,
9. total number of failed attempts,
10. dollar amount of failed attempts,
11. reasons for failed attempts, and
12. customer service activity.
C.2.6 PILOT SUCCESS DETERMINATION
The Contractor shall provide a customer satisfaction survey for a select number
of taxpayers participating in the pilot. The contractor will provide this data
in their Pilot Findings Report (see C.2.5.1).
TIRNO-99-C-00033 Page 13
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C.2-7 SCHEDULE OF PERFORMANCE
Responsible Event Date
Party
--------------------------------------------------------------------------------
Contractor Provide draft Project Schedule October 7,1999
--------------------------------------------------------------------------------
Contractor Provide marketing plan October 31, 1999
--------------------------------------------------------------------------------
IRS Provide comments on draft Project October 18, 1999
Schedule
--------------------------------------------------------------------------------
Contractor Provide final Project Schedule October 29, 1999
--------------------------------------------------------------------------------
IRS Provide revised General Information October 7, 1999
for inclusion in tax preparation
software
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Contractor Obtain signed contracts with other September 30, 1999
participating credit card companies,
if applicable
--------------------------------------------------------------------------------
IRS Provide revised chargeback October 29, 1999
procedures
--------------------------------------------------------------------------------
Contractor Begin internal feature testing November 1, 1999
--------------------------------------------------------------------------------
Contractor Complete integrated readiness December 30,1999
testing with IRS/TFA
--------------------------------------------------------------------------------
Contractor Complete internal feature testing December 29, 1999
--------------------------------------------------------------------------------
Contractor Begin Pilot January 14, 2000
--------------------------------------------------------------------------------
IRS Provide hyperlink from the Digital January 14, 2000
Daily to the Contractor's Web Site
--------------------------------------------------------------------------------
Contractor Deliver Initial Pilot Findings Report June 30, 2000
--------------------------------------------------------------------------------
Contractor End Pilot October 16, 2000
--------------------------------------------------------------------------------
Contractor Deliver Final Pilot Findings Report November 16, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
C.2.8 PERFORMANCE REQUIREMENTS
1. All electronic returns shall adhere to the policies and procedures described
in the version of the following publications for the tax year corresponding to
the filing period of the pilot: (1) Handbook for Electronic Filers of Individual
Income Tax Returns, Publication 1345; (2) Electronic Return File Specifications
and Record layouts for Individual Income Tax Returns, Publication 1346; or (3)
IRS e-file Program for Form 1040, Revenue Procedure 98-50, and (4) On-Line
Filing Program: 1040, Revenue Procedure 98-51.
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C.2.8 PERFORMANCE REQUIREMENTS (continued)
2.The required data fields for each tax payment include: (1) The primary
taxpayer's identification number (social security number as shown on the tax
return for the year for which the payment applies); (2) The first four
characters of the last name of the primary taxpayer; (3) The payment type; (4)
The tax period (six character date field); (5) The payment amount; (6) The
payment or credit authorization date; (7) Daytime telephone number; (8) Unique
identification number (such as declaration control number or confirmation
number); and (9) Bank account number, if applicable.
3.The Contractor shall comply with the Electronic Federal Tax Payment System
(EFTPS) Credit Card Bulk filer Requirements dated May 17, 1999 and Payment by
Credit Card and Debit Card Temporary Regulations, Section 6311 of the Internal
Revenue Code (IRC).
C.3 AUTHORITY - CONTRACTING OFFICER, CONTRACTING OFFICER'S
TECHNICAL REPRESENTATIVE AND CONTRACTOR'S PROJECT MANAGER
C.3.1 ADMINISTRATIVE CONTRACTING OFFICER
The IRS Contracting Officer designated for administering this contract is:
Carol Ransom
VOICE: (202) 283-1163
FAX: (202) 283-1099
email: carat.ransom@ccmail.irs.gov
The Contracting Officer, in accordance with Subpart 1.6 of the Federal
Acquisition Regulation, is the only person authorized to make or approve any
changes in any of the requirements of this contract, and notwithstanding any
clauses contained elsewhere in this contract, the said authority remains solely
with the Contracting Officer. In the event the Contractor makes any changes at
the direction of any person other than the Contracting Officer, the change will
be considered to have been made without authority and not binding on the
Government.
C.3.2 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE
The Contracting Officer's Technical Representative (COTR) designated for this
contract is:
Linda Rickard
VOICE: (202) 283-6852
FAX: (202) 283-4786
email: linda.rickard@m1.irs.gov
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<PAGE>
The COTR will represent the Contracting Officer in the administration of
technical details within the scope of this contract. The COTR is also
responsible for the final inspection and acceptance of all reports, and such
other responsibilities as may be specified in the contract. The COTR is not
otherwise authorized to make any representations or commitments of any kind on
behalf of the Contracting Officer or the Government
The COTR does not have authority to alter the Contractor's obligations or to
change the contract specifications, price, terms or conditions. If, as a result
of technical discussions, it is desirable to modify contract obligations or the
statement of work, changes will be issued in writing and signed by the
Contracting Officer.
The COTR assignment for this contract may be changed at any time by the
Government without prior notice to the Contractor. The Contractor will be
notified of the change.
C.3.3 PROJECT MANAGER
The Contractor's designated Project Manager for this contract is:
Steven R. Johnson
VOICE: 800-487-4567 or 925-855-5040
FAX: 925-838-4395
Email: sjohnson@usaudiotex.com
The Contractor shall provide a Project Manager for this contract who shall have
the authority to make any no-cost contract, technical, hiring and dismissal
decisions, or special arrangements regarding this contract. The Project Manager
shall be responsible for the overall management and coordination of this
contract and shall act as the central point of contact with the Government. The
Project Manager shall have full authority to act for the Contractor in the
performance of the required services. The Project Manager, or a designated
representative, shall meet with the COTR to discuss problem areas as they occur.
The Project Manager, or designated representative, shall respond within four
work hours after notification of the existence of a problem. The Project Manager
shall be able to fluently read, write, and speak the English language.
C.4 CONTRACT CORRESPONDENCE
Notwithstanding the Contractor's responsibility for total management during the
performance of this contract, the administration of the contract will require
maximum coordination between the Government and the Contractor. To promote
timely and effective administration, all correspondence pertaining to
contractual or administrative matters under the contract shall be addressed to
the assigned Administrative
TTIRNO-99-C-00033 Page 16
<PAGE>
Contracting Officer.
C.5 DISCLOSURE OF INFORMATION-SAFEGUARDS (IRSAP 1052.224-9000)
(JANUARY 1998)
In performance of this contract, the contractor agrees to comply and assume
responsibility for compliance by his/her employees with the following
requirements:
(1) All work shall be performed under the supervision of the contractor or
the contractor's responsible employees.
(2) Any return or return information made available shall be used only for
the purpose of carrying out the provisions of this contract.
Information contained in such material shall be treated as
confidential and shall not be divulged or made known in any manner to
any person except as may be necessary in the performance of the
contract. Inspection by or disclosure to anyone other than an officer
or employee of the contractor shall require prior written approval of
the Internal Revenue Service. Requests to make such inspections or
disclosures should be addressed to the IRS Contracting Officer
(3) Should a person (contractor or subcontractor) or one of his/her
employees make any unauthorized inspection(s) or disclosure(s) of
confidential tax information, the terms of the Default clause (FAR
52.2498), incorporated herein by reference, may be invoked, and the
person (contractor or subcontractor) will be considered to be in
breach of this contract.
C.6 DISCLOSURE OF "OFFICIAL USE ONLY" INFORMATION SAFEGUARDS
(IRSAP 1052.224-70(D) (DECEMBER 1988)
Any Treasury Department Information made available or to which access is
provided, and which is marked or should be marked "Official Use Only", shall be
used only for the purpose of carrying out the provisions of this contract and
shall not be divulged or made known in any manner to any person except as may be
necessary in the performance of the contract. Disclosure to anyone other than an
officer or employee of the contractor or subcontractor at any tier shall require
prior written approval of the IRS. Requests to make such disclosure should be
addressed to the IRS Contracting Officer.
C.7 DISCLOSURE OF INFORMATION-CRIMINAL/CIVIL SANCTIONS (IRSAP
1052.224-71(a) (JANUARY 1998)
(1) Each officer or employee of any person (contractor or subcontractor) at any
tier to whom returns or return information is or may be disclosed shall be
notified in writing by the person (contractor or subcontractor) that returns or
return information disclosed to such officer or employee can be used only for a
purpose and to the extent authorized
TTIRNO-99-C-00033 Page 17
<PAGE>
herein, and that further disclosure of any such returns or return information
for a purpose or to an extent unauthorized herein constitutes a felony
punishable upon conviction by a fine of as much as $5,000 or imprisonment for as
long as five years, or both, together with the costs of prosecution. Such person
(contractor or subcontractor) shall also notify each such officer and employee
that any such unauthorized future disclosure of returns or return information
may also result in an award of civil damages against the officer or employee in
an amount not less than $1,000 with respect to each instance of unauthorized
disclosure plus in the case of willful disclosure or a disclosure which is the
result of gross negligence, punitive damages, plus the cost of the action. These
penalties are prescribed by IRC Sections 7213 and 7431 and set forth at 26 CFR
301.6103(n).
(2) Each officer or employee of any person (contractor or subcontractor) to whom
returns or return information is or may be disclosed shall be notified in
writing by such person that any return or return information made available in
any format shall be used only for the purpose of carrying out the provisions of
this contract and that inspection of any such returns or return information for
a purpose or to an extent not authorized herein constitutes a criminal
misdemeanor punishable upon conviction by a fine of as much as $1,000.00 or
imprisonment for as long as 1 year, or both, together with the costs of
prosecution. Such person (contractor or subcontractor) shall also notify each
such officer and employee that any such unauthorized inspection of returns or
return information may also result in an award of civil damages against the
officer or employee in an amount equal to the sum of the greater of $1,000.00
for each act of unauthorized inspection with respect to which such defendant is
found liable or the sum of the actual damages sustained by the plaintiff as a
result of such unauthorized inspection plus in the case of a willful inspection
or an inspection which is the result of gross negligence, punitive damages, plus
the costs of the action. The penalties are prescribed by IRC Sections 7213A and
7431.
(3) Additionally, it is incumbent upon the contractor to inform its officers and
employees of the penalties for improper disclosure imposed by the Privacy Act of
1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(l)(1), which is made applicable
to contractors by 5 U.S.C. 552a(m)(1), provides that any officer or employee of
a contractor, who by virtue of his/her employment or official position, has
possession of or access to agency records which contain individually
identifiable information, the disclosure of which is prohibited by the Privacy
Act or regulations established thereunder, and who knowing that disclosure of
the specific material is so prohibited, willfully discloses the material in any
manner to any person or agency not entitled to receive it, shall be guilty of a
misdemeanor and fined not more than $5,000.
C.8 DISCLOSURE OF INFORMATION-OFFICIAL USE ONLY (IRSAP 1052.224-71(b)
(DECEMBER 1988)
Each officer or employee of the contractor to whom "Official Use Only"
information may
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<PAGE>
be made available or disclosed shall be notified in writing by the contractor
that "Official Use Only" information disclosed to such officer or employee can
be used only for a purpose and to the extent authorized herein, and that further
disclosure of any such "Official Use Only" information, by any means, for a
purpose or to an extent unauthorized herein, may subject the offender to
criminal sanctions imposed by 18 U.S.C. Sections 641.
C.9 DISCLOSURE OF INFORMATION-INSPECTION (IRSAP 1052.224-72)
(DECEMBER 1988)
The Internal Revenue Service shall have the right to send its officers and
employees into the offices and plants of the contractor for inspection of the
facilities and operations provided for the performance Of any work under this
contract. On the basis of such inspection, the Contracting Officer may require
specific measures in cases where the contractor is found to be noncompliant with
contract safeguards.
C.10 PUBLIC RELEASE OF INFORMATION
1. The Contractor shall obtain the written permission of the IRS Program Manager
or COTR before releasing or using any information regarding work on the
contract. Information including, but not limited to, advertisements,
unclassified speeches, articles, press releases, presentations, displays or
demonstrations developed or proposed for release to the public must be submitted
in their entirety to the Contracting Officer. The Contractor shall request, in
writing, permission to release information describing the scope of the
information to be released and the purpose for its release. This clause does not
affect the Contractor's rights with regard to patents, which are governed by the
patent clauses of this contract.
2. In the event of a termination for the convenience of the Government, the
Government shall be responsible for press releases, jointly prepared with the
Contractor, declaring the termination of the pilot by the Government. The
Government shall consider the contractor's reasonable request for the news media
to receive such releases. The Government shall also consider the contractor's
reasonable request that it not issue a public release or public announcement of
the termination of the contract for the Government's convenience.
C.11 IRSAP 1052.239-9002-YEAR 2000 WARRANTY-COMMERCIAL SUPPLY
PRODUCTS
1.The contractor warrants that each hardware, software, and firmware product
provided under this contract and described in (2) and (3) below shall be able to
accurately process date data (including, but not limited to, calculating,
comparing and sequencing) from, into, and between the twentieth and
twenty-first centuries, including leap year calculations, when used in
accordance with the product documentation provided by the
TTIRNO-99-C-00033 Page 19
<PAGE>
contractor, provided that all listed or unlisted products (e.g. hardware,
software, firmware) used in combination with such listed product properly
exchange date data with it. If the contract requires that specific listed
products must perform as a system in accordance with the foregoing warranty,
then that warranty shall apply to those listed products as a system. The
duration of this warranty and the remedies available to the Government for
breach of this warranty shall be as defined in, and subject to, the terms and
limitations of the contractor's standard commercial warranty or warranties
contained in this contract, provided that notwithstanding any provision to the
contrary in such commercial warranty or warranties, the remedies available to
the Government under this warranty shall include repair or replacement of any
listed product whose non-compliance is discovered and made known to the
contractor in writing within the time period consistent with this contract's
Inspection clause. Nothing in this warranty shall be construed to limit any
rights or remedies the Government may otherwise have under this contract with
respect to defects other than Year 2000 performance.
2. Contractor-owned proprietary software, derivative works thereof or other
software created by the Contractor (collectively "Contractor Software) will be
year 2000 compliant (i.e., will correctly calculate and process, in accordance
with such software's intended use and applicable specifications, date-related
information and associated date calculations) prior to, during and after the
year 2000. If any Contractor Software is determined not to be year 2000
compliant, the Contractor's sole responsibility will be to timely replace it
with other software of equivalent or better functionality at no additional cost
to Internal Revenue Service. The above remedy is the sole remedy for the failure
of Contractor Software to be year 2000 compliant. The Contractor will have no
responsibility for the failure of any software other than Contractor Software.
Where the Contractor believes that any third-party software licensed by the
Contractor and incorporated in Contractor Software or systems will not be year
2000 compliant or compatible with Contractor Software or hardware, the
Contractor will notify Internal Revenue Service and work with Internal Revenue
Service to identify alternative third party software as needed.
3. OrrTax Software Inc.'s software for use by electronic return originators and
tax practitioners in electronically transmitting taxpayers' returns and credit
card information to OrrTax who, in turn, electronically transmits the returns to
the IRS, and upon approval by the IRS, transmits the taxpayer and credit card
data to U.S. Audiotex for authorization is year 2000 compliant as defined in 2
above and warranted as stated in 1 above. All of OrrTax's screens and data
elements accept 8 character date entries. No interpretation or conversion logic
is necessary
TTMNO-99-C-00033 Page2O
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C.12 ADDENDUM 1
C.12.1 FAR CLAUSES INCORPORATED BY REFERENCE
52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)
This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available.
FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
INCORPOPATED BY REFERENCE
NUMBER TITLE DATE
52.203-3 GRATUITIES APR 1984
52.209-6 PROTECTING THE GOVERNMENT'S JUL 1995
INTEREST WHEN SUBCONTRACTING
WITH CONTRACTORS DEBARRED,
SUSPENDED, OR PROPOSED FOR
DEBARMENT
52.227-14 RIGHTS IN DATA -- GENERAL (ALT III & JUN 1987
IV)
C.13 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT
STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS, FAR 52.212.6
(MAY 1999)
(a) The Contractor agrees to comply with the following FAR clauses, which
are incorporated in this contract by reference, to implement provisions of law
or Executive orders applicable to acquisitions of commercial items:
(1) 52.222-3, Convict Labor (E.O. 11755); and
(2) 52.233-3, Protest After Award (31 U.S.C 3553).
(b) The Contractor agrees to comply with the FAR clauses in this paragraph
(b) which the contracting officer has indicated as being incorporated in this
contract by reference to implement provisions of law or executive orders
applicable to acquisitions of commercial items or components:
TTIRNO-99-C-00033 Page 2l
<PAGE>
(Contracting Officer shall check as appropriate.)
_X_(1) 52-203-6, Restrictions ori Subcontractor Sales to the Government, with
Alternate I (41 U.S.C. 253g and 10 U.S.C. 2402).
___(2) 52.219-3, Notice of HUBZone Small Business set-Aside (Jan 1999)
_X_(3) 52.219-8, Utilization of Small Business Concerns and Small Disadvantaged
Business Concerns (U.S.C. 637 (d)(2) and (3)).
___(4) 52.219-14, Limitation on Subcontracting (15 U.S.C. 637(a)(14)).
_X_(5) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).
_X_(6) 52.222-26, Equal Opportunity (E.O. 11246).
_X_(7) 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the
Vietnam Era (38 U.S.C. 4212).
_X_(8) 52.222-36, Affirmative Action for Workers with Disabilities (29 U.S.C.
793).
_X_(9) 52.222-37, Employment Reports on Disabled Veterans and Veterans of the
Vietnam Era (38 U.S.C. 4212).
___(10) 52.225-3, Buy American Act-Supplies (41 U.S.C. 10).
___(11) 52.225-9, Buy American Act-Trade Agreements Act-Balance of Payments
Program (41 U.S.C. 10, 19 U.S.C. 2501-2582).
___(12) Reserved.
___(13) 52.225-18, European Union Sanction for End Products (E.O. 12849).
___(14) 52.225-19, European Union Sanction for Services (E.O. 12849).
___(15) (i) 52.225-21, Buy American Act-North American Free Trade Agreement
Implementation Act-Balance of Payments Program (41 U.S.C 10, Pub. L.
103-187).
___ (ii) Alternate I of 52.225-21.
_X_(16) 52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).
TTIRNO-99-C-00033 Page 22
<PAGE>
___(17) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels
(46 U.S.C. 1241).
(c) The Contractor agrees to comply with the FAR clauses in this paragraph
(c), applicable to commercial services, which the Contracting Officer has
indicated as being incorporated in this contract by reference to implement
provisions of law or executive orders applicable to acquisitions of commercial
items or components:
(Contracting Officer check as appropriate.)
___(1) 52.222-41 Service Contract Act of 1965, As amended (41 U.S.C. 351, et
seq.).
___(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (29 U.S.C.
206 and 41 U.S.C. 351, et seq.).
___(3) 52.222-43, Fair Labor Standards Act and Service Contract Act-Price
Adjustment (Multiple Year and Option Contracts) (29 U.S.C. 206 and 41
U.S.C. 351, et seq.).
___(4) 52.222-44, Fair Labor Standards Act and Service Contract Act- Price
Adjustment (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
___(5) 52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to
Successor Contract Pursuant to Predecessor Contractor Collective
Bargaining Agreement (CBA) (41 U.S.C. 351, et seq.).
(d) Comptroller General Examination of Record. The Contractor agrees to
comply with the provisions of this paragraph (d) if this contract was awarded
using other than sealed bid, is in excess of the simplified acquisition
threshold, and does not contain the clause at 52.215-2, Audit and
Records--Negotiation.
(1) The Comptroller General of the United States, or an authorized
representative of the Comptroller General, shall have access to and right to
examine any of the Contractor's directly pertinent records involving
transactions related to this contract.
(2) The Contractor shall make available at its offices at all reasonable
times the records, materials, and other evidence for examination, audit, or
reproduction, until 3 years after final payment under this contract or for any
shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of
the other clauses of this contract. If this contract is completely or partially
terminated, the records relating to the work terminated shall be made available
for 3 years after any resulting final termination settlement. Records relating
to appeals under the disputes clause or to litigation or the
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