2022-R-00013 Senate Curator Conservation IDIQ - Clock Conservation.pdf

SECTION A – SOLICITATION/CONTRACT FORM

SOLICITATION, OFFER AND AWARD

1. CONTRACT NO. GSA CONTRACT NO. 2. SOLICITATION

NO.

2022-R-00013

3. TYPE OF

SOLICITATION

FFP

4. EFFECTIVE DATE 5. REQUISITION/

PURCHASE NO.

CODE 7. ADDRESS THE OFFER TO (if other than Item 5) 6. ISSUED BY

Office of the Secretary United States Senate U.S. Capitol Washington, DC 20510-7207

Attn: Contracts Department Office of the Sergeant at Arms United States Senate Attn: Contract Department Washington, DC 20510-7207

SOLICITATION

8.FOR INFORMATION

CALL OR E-MAIL

A. NAME: Holly McDonald B. TELEPHONE NO: 202-224-0657 NO COLLECT CALLS) or EMAIL: acquisitions@saa.senate.gov

TABLE OF CONTENTS

SEC DESCRIPTION PAGE(S) SEC DESCRIPTION PAGE(S)

PART I – THE SCHEDULE

A SOLICITATION/CONTRACT FORM 1 I CONTRACT CLAUSES 15-20

B SUPPLIES OR SERVICES AND PRICE/COSTS 2-4

C STATEMENT OF WORK 5-7 J LIST OF ATTACHMENTS 20-21

D PACKAGING AND MARKING

K REPRESENTATIONS AND

CERTIFICATIONS 21-24

E INSPECTION AND ACCEPTANCE 8 L INSTRUCTIONS, CONDITIONS

AND NOTICES TO OFFERORS 24-26

F DELIVERIES OR PERFORMANCE 9-10

G CONTRACT ADMINISTRATION DATA 10-11 M EVALUATION FACTORS FOR

AWARD

26-28

H SPECIAL CONTRACT REQUIREMENTS 11-15 N CONTRACTOR PROPOSAL

OFFER (Must be fully completed by Offeror)

9. In compliance with the above, the undersigned agrees, if this offer is accepted within ____ calendar days (90 calendar days unless a different period is inserted by the Offeror) from the date of receipt of offers specified above, to furnish any of the items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the specified schedule.

10. ACKNOWLEDGEMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The Offeror acknowledges receipt of amendments to the SOLICITATION for Offerors and related documents numbered and dated:

11A. TIN NO Dunn & Bradstreet 12. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or Print)

NAME

AND ADDRESS OF

OFFEROR

11B. TELEPHONE NO. 11C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH ADDRESS

IN SCHEDULE

13. SIGNATURE 14.DATE SIGNED

AWARD (To be completed by Senate)

15. ACCEPTED AS TO ITEMS

NUMBERED

16. AMOUNT

In accordance with purchase orders issued under this contract

17. SUBMIT INVOICES IN ACCORDANCE with Section G.4.2 Submission of Invoices

ITEM

18. ADMINISTERED BY (If other than Item 5) CODE CODE 19. PAYMENT WILL BE MADE BY Secretary of the Senate United States Senate Financial Department Washington, DC 20510-7205

20. NAME OF CONTRACTING OFFICER

Sonceria A. Berry

UNITED STATES SENATE (signature of Contracting Officer) 21. DATE

SIGNED

IMPORTANT — Award will be made on this Form, or other authorized official written notice

SECTION B – SERVICES AND PRICE/COSTS

B.1 Scope

The United States Senate (hereinafter referred to as “the Senate”) seeks to establish a multiple award Indefinite Delivery-Indefinite Quantity (IDIQ) Contract to provide qualified conservators across multiple conservation disciplines (Contract Task Areas) to assess, conserve, document, and maintain objects in the collection of the U.S. Senate Commission on Art (hereinafter referred to as “the Collection”).

B.2 General Description of Work and Contract Type

The Senate anticipates the award of one or more fixed price (labor rate) task order contracts to qualifying Contractors for Task Order awards within each Contract Task Area (CTA). The CTAs are Clocks, Frames and Gilded Objects, Furniture, Objects, Paintings, Paper, Sculpture, and Textiles. Performance and/or delivery of services shall be ordered and authorized only by award of a Task Order. Task Orders under this Contract may reflect multiple contract types including Fixed Price contract types and Time and Materials contract types.

Offerors may propose in one or more CTA and may receive award in one or more CTA. Offerors with specific niche expertise in only one CTA are encouraged to submit proposals. The Senate reserves the right to consider the most efficient coverage of all CTAs in making best value determinations, in order to promote adequate competition at the Task Order level. Task order contracts may be awarded on an ongoing basis throughout the term of the Contract.

B.3 Term

This is an IDIQ Contract for the services specified herein and shall be effective for a base period from the time of award until September 30, 2021. The Contract will have options for six (6) one (1) year renewal periods. Exercise of option(s) will be in accordance with section C.7.1 Exercise of Options.

B.4 Maximum Contract Ceiling and Minimum Contract Guarantee

B.4.1 Maximum

The maximum Contract ceiling value of all contracts awarded under this IDIQ is $3,500,000 over the course of the IDIQ.

B.4.2 Minimum

The minimum guaranteed award amount for any contract award under this IDIQ is one (1) Task Order for at least $500 per Contractor for the full term of the Contract including all exercised option periods. The exercise of an option period shall not re-establish the minimum guarantee.

B.4.3 Obligation

The Senate has no obligation to issue Task Orders to any Contractor beyond the amount specified in B.4.2.

Once the minimum guaranteed amount is met, the Contractor will continue to be offered fair opportunity to compete for Task Orders until the expiration or termination of the Contractor’s task order contract, whichever occurs first.

B.5 Price Re-determination and Adjustment

The Contractor may offer a price reduction at any time effective upon the date offered by the Contractor and will apply to all services performed on or after the effective date of the price change. Price increases must be mutually agreed to and incorporated into the Contract through a modification hereto.

B.6 Fixed Price Labor Rates

The Fixed Price Labor Rates proposed in the Labor Rate Schedule shall represent the Offeror’s fully burdened fixed price hourly rate for each labor type for work performed at Senate work sites (onsite) and work performed at Contractor work sites (offsite). The rates shall be fully burdened with all administrative costs, inclusive of all travel, transportation, and other direct costs, unless specifically identified and agreed upon by the Senate. The rates provided in the Labor Rate Schedule shall be used as ceiling rates for pricing all labor proposed under future Task Orders issued under this IDIQ Contract. At the time of award, each Contractor’s Fixed Price Labor Rates will be incorporated into the Contract.

B.6.1 Labor Rate Schedule for Onsite Work

The following schedule shall contain hourly rates for all onsite work.

Labor Type Labor Rate Base Period

Labor Rate Option Period

Labor Rate Option Period

Labor Rate Option Period

Labor Rate Option Period

Labor Rate Option Period

Labor Rate Option Period

01 Senior Conservator 02 Conservator 03 Conservation Technician 04 Administrator 05 Other:

B.6.2 Labor Rate Schedule for Offsite Work

The following schedule shall contain hourly rates for all offsite work.

Labor Type Labor

Rate Base Period

Labor Rate Option Period

Labor Rate Option Period

Labor Rate Option Period

Labor Rate Option Period

Labor Rate Option Period

Labor Rate Option Period

01 Senior Conservator 02 Conservator 03 Conservation Technician 04 Administrator 05 Other:

SECTION C – STATEMENT OF WORK

The Senate requires qualified conservators to provide assessment, conservation, documentation, and maintenance services for objects in the Collection. Conservators with specialization in the treatment of clocks, frames and gilded objects, furniture, objects, paintings, paper, sculpture, and/or textiles are necessary to care for the Collection through this multiple award IDIQ procurement vehicle. Work may include condition assessments of groups or individual objects, development of treatment proposals, documentation, onsite maintenance or conservation, and/or offsite conservation.

C.1 Indefinite Delivery-Indefinite Quantity (IDIQ)

This is an indefinite delivery-indefinite quantity (IDIQ) Contract.

(a) Delivery or performance of services shall be made only as authorized by Task Orders issued in accordance with this Contract. The Senate shall purchase services by issuing a written Task Order signed by the Contracting Officer or the Contracting Officer Representative (COR), as both identified in section G, indicating specific services, specific materials or equipment, statements of work, key personnel designations, total price, delivery dates, technical direction, list of Senate-furnished information or equipment, if applicable, and any other special instructions.

(b) All Task Orders are subject to approval and acceptance by the Contractor, which shall use commercially reasonable efforts to either accept or reject such orders within five (5) days from receipt thereof.

(c) Any Task Order issued during the effective period of this Contract and not completed within that period shall be completed by Contractor within the time specified in the Task Order. The Contract shall govern the parties’ rights and obligations with respect to that Task Order to the same extent as if the order were completed during the Contract term.

C.2 Ordering

(a) Any services to be furnished under this Contract shall be initiated by issuance of a Task Order

Proposal Request (TOPR) to Contractors enlisted for that particular CTA. The TOPR shall contain the statement of work and applicable requirements for the requested project. Contractors will prepare and submit proposals to the COR, who will evaluate proposals and select the Contractor for award by issuance of a Task Order, as described in C.1 (a).

(b) Task Orders may be issued from date of Contract execution through the periods indicated in the

Pricing Schedule (B.6) for the particular CTA(s) covered by the order unless this Contract is modified in accordance with the Changes clause (I.1). Orders shall be addressed to the Contractor at the address in section A, block 11A of the Contract.

(c) All Task Orders are subject to the terms and conditions of this Contract. In the event of conflict between a delivery order or Task Order and this Contract, the Contract shall control in accordance with section H.1 Order of Precedence. The parties shall not use Task Orders to modify the Contract.

(d) Task Orders will be issued by the Senate using electronic methods (i.e., e-mail) to the Contractor.

C.3 Background

The Collection is supervised and overseen by the U.S. Senate Commission on Art and managed and maintained by the Office of Senate Curator. The Collection is a public art collection with many objects on display and in use for Senate business, and includes, but is not limited to, clocks, frames and gilded objects, furniture, objects, paintings, paper, sculpture, and textiles.

The Office of Senate Curator primarily contracts conservation and maintenance work. The Senate has previously commissioned condition assessments to varying degrees, of the furniture, mirror frames, paintings and associated frames, sculpture, and textiles, which may help inform treatment priorities. In addition, the Office of Senate Curator follows an existing schedule to direct cyclical maintenance.

The Collection consists of more than 5,000 works of art, many of which are described, with images, on www.senate.gov/art.

C.4 Requirements

C.4.1 The Contractor shall be a conservation firm whose primary business is to provide conservation services.

C.4.2 Senior Conservator(s) shall have training and experience that demonstrates expertise in one or more of the CTAs identified in section C.5, including a master’s degree in conservation or equivalent training, and ten (10) or more years of experience as a conservator working on projects that require condition assessments, conservation treatments, and documentation.

Experience with 19th- and 20th-century American pieces is preferred for all CTAs.

C.4.3 All work under this Contract shall be done by the Senior Conservator(s), or by a qualified conservator or conservation technician under their direct supervision. Senior Conservator(s) shall be designated Key Personnel, pursuant to section H.3.

C.4.4 The Contractor shall submit a Certificate of Insurance for a fine arts policy and the amount of coverage. For some Task Orders, additional insurance may be required.

C.4.5 All work shall be consistent with the letter and spirit of the American Institute for Conservation (AIC) Code of Ethics and Guidelines for Practices (Attachment J.1). Conservation shall be in keeping with the Office of Senate Curator expectations, as follows:

Treatment should, to the greatest extent possible, preserve the original materials and surfaces and restore the original appearance of an object. Treatment should also follow the path of minimal intervention by preserving conditions that result from age and use, and reflect an object’s history. Any new materials required as part of a treatment should be isolated from original materials and be reversible in a manner that is non-destructive to the original material.

C.4.6 Proposals submitted in response to a TOPR shall abide by the guidelines as stated in the Office of Senate Curator Expectations for Conservation Treatment Proposals (Attachment J.2).

C.4.7 All reports and documentation shall abide by the technical requirements and file-naming protocols as stated in the U.S. Senate Commission on Art Guidelines for Conservation Reports and Photo Documentation (Attachment J.3).

http://www.senate.gov/art

C.4.8 The Contractor shall be available to travel to Washington, D.C., to carry out onsite services during times that do not conflict with the work of the Senate.

C.4.9 Some Task Orders may require proximity to the U.S. Capitol or a specific facility requirement. Any proximity or facility requirement will be determined on a case-by-case basis by the COR, as identified in section G.2.

C.4.10 Additional requirements unique to the CTAs may be identified in section C.5.

C.5 Services

The Senate shall procure qualified conservation services performed by a Senior Conservator, along with all required tools and materials, for the following CTAs:

C.5.1 CTA: Clocks

Includes, but is not limited to, chimes, hands, movement, pendulum, and weights.

C.5.2 CTA: Frames and Gilded Objects

Includes, but is not limited to, cornices, fine art frames, over-mantel mirror frames, and pier table mirrors.

C.5.2.1 Experience with water gilding is preferred for Frames and Gilded Objects.

C.5.3 CTA: Furniture

Includes, but is not limited to, cabinetry, clock cases, desks, seating furniture (benches, chairs, and sofas), and tables.

C.5.4 CTA: Objects

Includes, but is not limited to, ceramics, glass, and metals.

C.5.5 CTA: Paintings

Includes, but is not limited to, oil on canvas (some mounted to the wall), oil on panel, and monumental-sized canvases.

C.5.6 CTA: Paper

Includes, but is not limited to, prints of etchings, lithographs, and engravings, also books, drawings, ephemera, pastels, photographs, and postcards.

C.5.7 CTA: Sculpture

Includes, but is not limited to, brass, bronze, marble, and plaster, mostly life-size or slightly larger busts.

C.5.8 CTA: Textiles

Includes, but is not limited to, banners, curtains, flags, rugs, sashes, table linens, tapestries, and shawls of fibers including cotton, felt, lace, linen, mohair, nylon, satin, and silk.

C.6 Tasks and Deliverables

All work furnished under this Contract shall be ordered by issuance of Task Order(s) by the COR. The specific requirements for each Task Order will be determined by the COR, will be detailed in a Statement of Work provided in the TOPR, and may include one or more of the following services and/or deliverables:

C.6.1 Condition Assessment

Assess and document through a report and photographs the condition of a group of objects or an individual object, including reviewing past treatment records. Conduct material analysis or testing as requested through the Task Order or approved by the COR.

C.6.2 Documentation

Prepare a written conservation treatment report and photo-documentation for all conservation and maintenance treatments, both offsite and onsite, as applicable. The report shall document, through narrative and photographs, the details of the testing and treatment, including all tasks, specifications, methods, and materials, as outlined in C.4.7.

Photographs shall include before and after treatment, overall and condition details, and photographs taken throughout the treatment process, as appropriate, that detail the work and record any unusual findings discovered during the treatment.

Specific file formats, naming protocols, and submittal schedules shall be provided in a Task Order.

C.6.3 Offsite Conservation

Perform offsite conservation in accordance with a Task Order. Specific requirements, including facility requirements, will vary by CTAs.

C.6.4 Onsite Conservation

Perform onsite conservation in accordance with a Task Order. Specific requirements will vary by CTAs.

C.6.5 Onsite Maintenance

Perform onsite maintenance to include dusting, repairs, stabilization, and/or surface cleaning in accordance with a Task Order. Specific requirements will vary by CTAs.

C.7 Period of Performance

The period of performance is from the date of award through September 30, 2021 (hereinafter referred to as the “base term”).

C.7.1 Exercise of Options

After the base term, this Contract is renewable in one-year increments, at the discretion of the Senate, for up to six (6) additional periods. The Contracting Officer will give written notice of intent to renew to the Contractor before this Contract is to expire by the first day of each fiscal year or within thirty (30) calendar days after funds for that fiscal year become available, whichever date is later, for each subsequent option year after the initial option year.

SECTION D – DELIVERY

Deliveries will be made to the Senate, F.O.B. Destination, and subject to Senate and U.S. Capitol Police (hereinafter referred to as “USCP”) security procedures. The security procedures are subject to change as the situation warrants and may entail the inspection of packages and/or offsite inspection of delivery vehicles (see Attachment J.4 for delivery instructions).

SECTION E – INSPECTION AND ACCEPTANCE

E.1 Definitions

E.1.1 “Services,” as used in this clause, includes services, workmanship, and documentation furnished or utilized in the performance of services, and records and information from the Contractor relating to Contract administration functions.

E.1.2 “Acceptance,” as used in this clause, means the act of the Contracting Officer or other authorized representative of the Senate by which the Senate assumes for itself ownership of existing and identified supplies or approves specific services, as partial or complete performance of the Contract.

E.1.3 “Correction,” as used in this clause, means the elimination of a defect by the Contractor.

E.2 Inspection - General Requirements

E.2.1 The Senate shall have the right with reasonable advance notice to send its representative into areas assigned for the Contractor employees’ use at any time for inspection or other purposes approved by the Contracting Officer.

E.2.2 The Senate shall permit access and provide the necessary means to do so for all services provided by the Contractor under this Contract.

E.3 Inspection of Goods/Services

E.3.1 The Senate has the right to inspect and evaluate all goods and services provided or performed under this Contract at all reasonable times and in a manner that will not unduly delay the work.

E.3.2 If any of the goods or services provided or performed are found not to conform with Contract requirements, the Senate may require the Contractor to provide a correction or to re-perform the services in conformity with Contract requirements, at no increase in the Contract amount. The goods and services offered to the Senate will, at a minimum, include the technical features and functionality certified by the Contractor and such portions or elements of the Contractor’s proposal as incorporated into the Contract.

E.4 Responsibility for Inspection and Acceptance

The COR is responsible for performing inspection and ensuring adequate records are kept to support acceptance or rejection. Acceptance will be made by the COR; rejections, if necessary, will be made by the

SECTION F – DELIVERIES AND PERFORMANCE

F.1 Deliverable Item

The Contractor shall complete all work hereunder in accordance with the Contract. All deliverables shall be made in the format specified in this Contract, or determined by the COR.

F.2 Place of Performance

All work to be completed under this Contract shall be at the Contractor’s site(s), Senate facilities, or designated locations as specified in this Contract, unless written authorization is obtained in advance from the Contracting Officer.

F.3 Senate-Furnished Property

The Senate, at its sole option, reserves the right to furnish equipment and supplies, which the Senate determines are required for the performance of this Contract, to Contractor personnel that are performing work onsite. Furnished equipment and supplies may include:

• Computer

• Secure work space with portable tables and chairs

• Ladders or scaffolds

• Protective floor covering

• Access to photocopying

• Access to other administrative equipment

The Contractor shall provide all necessary resources not furnished by the Senate. Senate-furnished supplies or equipment will be used only for the performance of this Contract. The Contractor shall be responsible for and shall maintain accurate records of all items provided by the Senate. The Senate will also maintain records of all items provided to the Contractor.

F.4 Contractor-Furnished Equipment

Transportation and delivery of necessary items are the responsibility of the Contractor, and shall comply with all security and safety regulations of the Senate and the USCP. A written list of all items to be brought into the Capitol must be submitted in advance of each delivery.

Deliveries shall be made to the Senate, F.O.B. Destination, and subject to Senate and USCP security procedures. The security procedures are subject to change as the situation warrants and may entail the inspection of packages and/or offsite inspection of delivery vehicles. (See Attachment J.4 for delivery instructions.)

F.5 Delay in Performance

F.5.1 In the event the Contractor encounters difficulty in meeting the performance of the Statement of Work technical requirements, or when it anticipates difficulty in complying with the Contract delivery schedule or completion date, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, the Contractor shall promptly notify the COR by telephone or e-mail. If the COR determines that the difficulty, anticipated difficulty, or potential difficulty in meeting performance requirements is significant in nature, the COR shall immediately notify the Contracting Officer and require the Contractor to follow up in writing, giving pertinent details, provided, however, that this data shall be informational only in character. This provision shall not be construed as a waiver by the Senate of any delivery schedule or date, or any rights provided under this Contract.

F.5.2 The Contractor shall take whatever actions are necessary to ensure continuous provision of products or services specified in this Contract.

F.5.3 The Contractor shall be liable for default unless non-performance 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, and acts of the Government in either its sovereign or contractual capacity.

F.5.4 If, in the opinion of the Contracting Officer, the Contractor falls behind the progress schedule for a deliverable, the Contractor shall take such steps as may be necessary to improve progress, and the Contracting Officer may require overtime operations or increased days of work, all without additional costs to the Senate.

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 Contract Administration

Administration of this Contract will be performed by the Contracting Officer or the Contracting Officer’s delegates. The Contracting Officer is authorized to render contractual decisions and make contractual modifications, including, but not limited to, changes in the scope of work and monetary additions or deletions, subject to the Senate authority delegated to her. No changes shall be effective without a modification of the Contract. All communications to the Contracting Officer shall be in writing. The Contracting Officer shall be:

Sonceria A. Berry Secretary of the Senate

G.2 Contracting Officer’s Representative (COR)

G.2.1 The Contracting Officer will designate a COR for this Contract who will be responsible for providing technical direction and control during performance of this Contract. All communications pertaining to contractual and/or administrative matters under this Contract should be addressed to the COR.

G.2.2 The COR is assigned the responsibility to (1) provide technical direction to the Contractor(s) within the constraints of the Statement of Work, (2) monitor and oversee the daily performance of the Contractor,

(3) realign Contractor resources to fulfill Contract requirements as long as specified contractual limits are not exceeded, (4) resolve day-to-day matters directly with the Contractor, (5) authorize all invoices for payment, and (6) perform final inspection and acceptance or rejection of all work performed and deliverables including reports and invoices. If an invoice is not acceptable for certification, the Contracting Officer shall be notified in writing with the detailed reason for rejection.

G.2.3 A COR shall be assigned for each Task Order award and will be an employee of the Office of Senate Curator.

G.3 Identification of Correspondence

All correspondence and data submitted by the Contractor under this Contract shall reference the Contract number and Task Order, when applicable.

G.4 Submission of Invoices and Payment Schedule

G.4.1 The Contractor shall submit periodic invoices upon the acceptance of the deliverable(s) by the

COR.

G.4.2 At a minimum, the invoice shall reflect the Contract number, Task Order number, purchase order number, a description of the service, and period of performance for services rendered.

G.4.3 Contractor invoices for payment may be submitted electronically in a non-editable electronic file such as PDF, TIFF, JPEG, or other image format or via facsimile.

G.4.4 A copy of each invoice shall be sent electronically to Zoraida Torres, Contracting Officer’s Executive Accounts Administrator, at Zoraida_Torres@sec.senate.gov or via facsimile to 202-228-1573.

G.4.5 An additional copy of each invoice shall be sent to the COR electronically or via facsimile to 202- 224-8799.

G.4.6 The Contractor is responsible for ensuring that the invoices are submitted in the correct format.

G.4.7 Contractor questions regarding payment information should be directed to the COR for follow-up with appropriate financial personnel.

G.4.8 The Senate shall pay the Contractor within a reasonable time, but not later than sixty (60) days after receipt of proper invoices approved by the Contracting Officer or her designee.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 Order of Precedence

Any inconsistencies in this solicitation or Contract shall be resolved by giving precedence in the following order:

1. The Statement of Work and schedule of supplies/services of this Contract and the Statement of

Work specified in any Task Orders issued hereunder.

2. The Disputes, Invoice and Payments, and Severability sections.

3. Addenda to this Contract, including any license agreements for computer software.

mailto:Zoraida_Torres@sec.senate.gov

4. Other documents, exhibits, and attachments to the Contract or Task Order including, but not limited to, the Contractor’s proposal or quote.

H.2 Interpretation of Contract Requirements

No interpretation of any provision of this Contract, including applicable specifications, shall be binding on the Senate unless furnished or agreed to in writing by the Contracting Officer or her designee.

H.3 Key and Other Personnel

H.3.1 Designated key personnel for this Contract shall be the Senior Conservator(s). The Contractor shall designate key personnel in each Task Order proposal for any work performed under the Contract.

H.3.2 Key personnel may not be changed or reassigned during the Contract without the prior written approval of the Contracting Officer or COR, which shall not be unreasonably withheld.

H.4 Information Security

H.4.1 In performing this Contract, the Contractor is subject to Senate information technology (IT) system security procedures (see section H.10) and by its continuing performance of this Contract certifies that all components of any IT systems including all hardware and software it uses or provides are free of known malicious code or any other known threats to the Senate IT environment.

H.4.2 The Contractor shall perform regular security control reviews of its system(s) and shall ensure that all hardware and software security updates (including, but not limited to, anti-virus definition updates, operating system and application security patches, firmware updates, and related actions) and any other remediation processes deemed necessary by the SAA are tested and applied prior to connecting said systems to the Senate IT infrastructure. Systems (including, but not limited to, hardware, software, firmware, cloud or related systems) not required to support performance of this Contract shall not be installed by the Contractor in the Senate IT environment if not first identified and approved in writing by the Senate.

H.4.3 The Senate shall reserve the right to perform or have a third party perform, as necessary, vulnerability assessments and any other analysis of Contractor system(s) used within the Senate IT environment and take any necessary action to ensure that these systems do not threaten the confidentiality, integrity, or availability of Senate information systems. The Contractor shall remediate any issues raised by the Senate in a manner approved by the Senate IT security branch prior to returning systems to normal operations within the Senate environment.

H.4.4 The Contract entered into by and between the Contractor and the Senate and any applicable signed invoices submitted for services provided by the Contractor to the Senate shall constitute the Contractor’s acceptance of and compliance with the terms and conditions set forth in this section.

H.5 Delegation of Authority

The Contractor may delegate to its representatives authority in the performance of this Contract. Such delegation does not absolve the Contractor of accountability for performance of the Contract. All delegations of authority to fulfill the obligations of this Contract will be made in writing to the Contracting Officer and are subject to the approval of the Contracting Officer.

H.6 Modifications and Additions/Adjustments

Administrative changes (e.g., address corrections) are approved by the Contracting Officer, and all other changes, modifications, additions, or deletions which change the scope of this Contract must be prepared in writing as formal modifications signed by both parties. Modifications may be subject to approval by the Senate Committee on Rules and Administration (hereinafter referred to as the “Rules Committee”), pursuant to the Senate Procurement Regulations.

H.7 Severability

If any portion of this Contract is determined to be either contrary to law or otherwise unenforceable, then that provision will be deemed to be omitted from the Contract, but only to the extent necessary to relieve the deficiency. All other provisions of the Contract, including such portions of the omitted clause as are not determined to be contrary to law or unenforceable, will remain in full force and effect.

H.8 Technology Upgrades

During the life of this Contract, the Senate may, at its option, permit the Contractor to substitute as orderable items, technologically advanced goods and services which become commercially available after the date of Contract award, provided that any substitute items are at least technically equal to the items replaced.

Recommended technology upgrades must be proposed by the Contractor in written proposal form and acceptance by the Senate of the Contractor’s recommendations will be evidenced in writing by issuance of a contract modification authorizing such technology upgrade.

H.9 Reserved

H.10 Security

H.10.1 The Contractor shall comply with all Senate and USCP security publications, regulations, and procedures.

H.10.2 Personnel Security

H.10.2.1 Contractor personnel are required to be citizens of the United States of America (U.S.) or meet the eligibility requirements for Government of the United States employee compensation as specified in Public Law 111-117, Section 704.

H.10.2.2 The USCP, on behalf of the Senate, may conduct background checks for all Contractor personnel that require unescorted access to Senate buildings or access to the Senate network and/or systems and may repeat such background checks on a periodic basis as required by the Contracting Officer. The Contractor shall provide all of the following information to the COR for each of the Contractor personnel that require background checks:

a) Proof of citizenship;

b) Proof of eligibility to work in the U.S.;

c) A completed Office of the Secretary Vendor Employee Background and Certification and

Authorization to Release Information Form;

d) A completed original USCP Request for Check of Criminal History Records;

e) An executed United States Operations Information Security Responsibilities Acknowledgment; and

f) An executed Senate Confidentiality Agreement.

This information shall be provided to the COR or the COR’s designee at least two (2) weeks prior to assigning personnel to work under this Contract. Upon notification, Contractor personnel shall promptly report to the USCP Headquarters Building for fingerprinting.

H.10.2.3 Contractor personnel that require background checks shall not commence work in Senate buildings until such time as the Contractor is notified, in writing, by the Contracting Officer or her designee that an individual’s background check has been completed and approved or that a temporary waiver has been granted until such time as the background check is completed. Such notification shall be made no later than ten (10) business days following the submission of all of the documentation specified in H.10.2.2 above.

H.10.2.4 The Contractor shall immediately inform the COR when there is a change in the citizenship or eligibility to work in the U.S. status of any Contractor personnel performing under this Contract. The Contractor shall immediately remove any Contractor personnel when information is obtained that makes the Contractor believe that person has ceased to be a responsible individual and should no longer work under this Contract. The Contracting Officer may require the removal of any Contractor personnel who fail either an initial or subsequent background check.

H.11 Identification Badges

The Contractor shall see that each onsite employee, as well as key personnel, has a Senate identification/access badge as necessary. Senate procedures will be followed with regard to Contract employees. The Contractor shall work with the COR in obtaining identification/access badges if the Senate determines that an employee requires a badge.

H.12 Reserved

H.13 Intellectual Property Rights

The Contractor shall retain no rights to the reports, documentation, or supplementary materials created in relation to this Contract (herein referred to as “project records”). Any use or disclosure by the Contractor of project records that is not explicitly authorized by the COR shall constitute a material breach of this Contract. Upon delivery and acceptance of project records, the Contractor grants, transfers, and assigns to the Commission exclusive, irrevocable title to the project records (including, but not limited to, copyrights) and agrees that it will not use, disclose, or reproduce project records for any purposes, including, but not limited to, marketing materials, proposals, publications in exhibit catalogues, books, brochures, and exhibition publicity in all media (including print, television, and internet), without the prior express consent of the Commission. The Contractor agrees to execute any documents to further effectuate this agreement, if deemed necessary by the Commission to complete such assignment and transfer.

H.14 Restricted Rights Software

Contractor’s commercial software and commercial computer software documentation are provided to the Senate in accordance with the terms of the Contractor’s written software license that is provided with the Contractor’s or third-party equipment purchased by Contractor for the Senate under this Contract. The Contractor represents and warrants that commercial software or computer documentation was developed at private expense and contains confidential information or trade secrets of the Contractor or its suppliers and licensors.

H.15 Fine Art Insurance

The Contractor shall submit evidence of a fine art insurance policy as specified in C.4.4 that provides coverage for objects onsite as well as on the Contractor’s premises, including all terms of the policy. The Contractor shall renew in a timely manner the policies to be carried pursuant to this requirement throughout the term of the Contract and shall provide the Contracting Officer with evidence of such insurance and renewals.

Some Task Orders shall identify additional insurance requirements.

H.16 Liability

H.16.1 Workers’ Compensation and Employer’s Liability

The Contractor is required to comply with applicable Federal and state workers’ compensation and occupational disease statutes. Employer’s liability coverage of at least $100,000 shall be required, except in states with exclusive or monopolistic funds that do not permit workers’ compensation to be written by private carriers.

H.16.2 General Liability

The Contractor shall have bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

Property damage liability insurance shall be required only in special circumstances as determined by the

H.17 Reserved

H.18 Reserved

H.19 Reserved

H.20 Rolling Admission (On-ramping)

The Senate reserves the right to determine whether it would be appropriate to announce a new competition for the purpose of adding additional IDIQ holders. Periodically, the government will assess the quality of performance by each IDIQ holder, the number, value, and complexity of work assigned to each holder, and amount of competition achieved. Based on these criteria, if it is in the best interest of the Senate, the Contracting Officer may announce a new competition to add additional IDIQ holders. Such competitions may be restricted to individual CTAs at the discretion of the Contracting Officer.

SECTION I – CONTRACT CLAUSES

I.1 Changes

I.1.1 The Contracting Officer may at any time, by written order, make changes, within the general scope of this Contract, in the manner and method of delivery of services, provided however those changes are within the Contractor’s capability and in accordance with Senate Procurement Regulations. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under Contract, an equitable adjustment shall be made in the Contract price or delivery schedule, or both, and the Contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within thirty (30) calendar days from the date of receipt by the Contractor of the notification of change; provided, however, that the Contracting Officer, if she decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Contract. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor’s claim for adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of such property.

I.1.2 Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled “Disputes.” However, nothing in this clause shall excuse the Contractor from proceeding with the Contract until changed.

I.2 Assignment of Claim

I.2.1 Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 203, 41 U.S.C. § 15), if this Contract provides for payments aggregating $1,000 or more, claims for moneys due or to become due to the Contractor from the Senate under this Contract may be assigned to a bank, trust company, or other financing institution, including any Federal lending agency, and may thereafter be further assigned or reassigned to any such institution. Any such assignment or reassignment shall cover all amounts payable under this Contract and not already paid, and shall not be made to more than one party, except that any such assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing. Unless otherwise provided in this Contract, payments to an assignee of any moneys due or to become due under this Contract shall not, to the extent provided in said Act, as amended, be subject to reduction or setoff.

I.3 Disputes

Except as otherwise provided in this Contract, all disputes arising under this Contract which are not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce her decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer will be final and conclusive unless, within thirty (30) calendar days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Chairman of the Rules Committee. The notice of appeal, which must be signed by the Contractor or by an attorney acting on the Contractor’s behalf, and which may be in letter form, shall indicate that an appeal is intended and shall refer to the Contracting Officer Decision and identify the Contract by number. The notice of appeal should include a statement of the reasons why the determination decision is considered erroneous. The Chairman of the Rules Committee, acting on behalf of the Committee, may ask the Comptroller General for a recommendation on the appeal. The decision of the Chairman or his duly authorized representative for the determination of such appeals shall be final and conclusive. Pending final decision of a dispute, the Contractor shall proceed diligently with the performance of the Contract and in accordance with the Contracting Officer’s directions.

I.4 Reserved

I.5 Benefits to Members of Congress

No member of or delegate to Congress shall be admitted to any share or part of the proceeds of this Contract, or to any direct benefit that may arise thereupon. If this Contract is entered into with a corporation for its general benefit, then members of or delegates to Congress, as shareholders, may benefit from any indirect benefit that accrues from this Contract in the manner that any shareholder would benefit.

I.6 Conflict of Interest

The Contractor certifies and warrants that the Contractor has no conflict of interest, direct or indirect, financial or otherwise, which would be applicable to the performance of the obligations covered by this Contract. If an allegation of a conflict of interest is brought to the attention of the Senate, the Contractor agrees to fully cooperate with any investigation of the allegation(s), and will disclose to the Senate any other contract(s) to which the Contractor is party, public or private, or which the Contractor undertakes during the period of this Contract (including contracts entered into during the period of this Contract which include duties to be fulfilled after the termination of the Contract).

I.7 Gratuities

I.7.1 The Senate may, by written notice to the Contractor, terminate the right of the Contractor to proceed under the Contract if it is found after notice and hearing, by the Chairman of the Rules Committee or his duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agency or representative of the Contractor, to any employee of the Senate with a view toward securing a contract or securing favorable treatment with respect to awarding or amending or the making of any determination with respect to the performance of such contract, provided that the existence of the facts upon which the Chairman or his duly authorized representative makes such findings shall be in issue and may be reviewed in any competent court.

I.7.2 In the event this Contract is terminated, as provided in section I.16 hereof, the Senate shall be entitled (i) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor, and (ii) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Chairman or his duly authorized representative) which shall be not less than three (3) nor more than ten (10) times the cost incurred by the Contractor in providing any such gratuities, to any other rights and remedies provided by law or under this Contract.

I.7.3 The rights and remedies of the Senate provided in this clause shall not be exclusive and are in addition to any rights and remedies provided by law applicable to this Contract.

I.8 Advertising

The Contractor agrees not to refer to awards in commercial advertising in such manner as to state or imply that the product or service provided is endorsed or preferred by the Senate or is considered by the Senate to be superior to other goods or services. Without limiting the scope of any provision of the Contract, the Contractor specifically agrees that it will not use for promotional purposes any information related to the Contract and will not disclose any such information to any entity outside the Senate.

I.9 Standards of Conduct and Restrictions

I.9.1 Contractor employees shall not solicit new business while performing task assignments at the Senate location related to performance under this Contract.

I.9.2 The Contractor and its employees shall refrain from discussing with unauthorized persons any information obtained in the performance of any task assignment under this Contract.

I.9.3 The Contractor and its employees shall conduct only such business as covered by this Contract during periods paid by the Senate. Business not directly related to this Contract shall not be conducted on Senate premises.

I.9.4 Use of the Senate’s computer system(s) and/or equipment for company or personal use (other than that directly connected with this Contract) is strictly prohibited.

I.9.5 Contractor personnel are expected to adhere to the same professional ethical standards to which Senate personnel in a comparable position would be expected to adhere.

I.10 Examination of Records

I.10.1 The Contractor agrees that the Chairman of the Rules Committee or any of his duly authorized representatives shall, until the expiration of three (3) years after final payment, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Contractor involving transactions related to this Contract.

I.10.2 The periods of access and examination described in I.10.1 above, for records which relate to

(a) appeals under the Disputes clause of this Contract; (b) litigation or the settlement of claims arising out of the performance of this Contract; or (c) costs and expenses of this Contract as to which exception has been taken by the Chairman or any of his duly authorized representatives shall continue until such appeals, litigation, claims, or exceptions have been finally resolved.

I.11 Taxes

Except as may be otherwise provided in this Contract, the Contract price includes all applicable Federal, state, and local taxes and duties payable by the Contractor. The Senate is tax exempt as a Federal instrumentality.

I.12 Privacy and Confidentiality

While in the course of performance of this Contract, the Contractor may have access to information and communications considered sensitive by the Senate. Sensitive information may be contained in printed material or on electronic media. The Contractor shall preserve the confidentiality of all such information and communications and agrees not to disclose any such information or communications for any purposes whatsoever without the prior approval of the Contracting Officer. Failure to comply with the provisions of this paragraph may be grounds for termination for default and the Contractor may be liable for damages.

This provision shall survive the expiration or termination of the Period of Performance of this Contract.

I.13 Limited Distribution or Use of Proprietary Information

I.13.1 During the course of the performance of this Contract, the Contractor may have access to and use of data and information which may be considered proprietary by other vendors, or which may otherwise be of such a nature that its dissemination or use, other than in performance of this Contract, would be adverse to the interest of the Senate and these other vendors.

I.13.2 Except as may be otherwise agreed to with these other vendors, the Contractor agrees that it will not use, disclose, or reproduce proprietary data and information belonging to these other vendors other than as required in the performance of this Contract; provided, however, that nothing herein shall be construed as (a) precluding the use of any such data or information independently acquired by the Contractor without such limitation; or (b) prohibiting an agreement at no cost to the Senate between the Contractor and these vendors which provides for greater rights to…