Solicitation Photographic Services 2024-R-074 amendment 004.pdf

SECTION A – SOLICITATION/BPA FORM

SOLICITATION, OFFER AND AWARD

1. BPA NO.

SOLICITATION NO.

2024-R-074

2. TYPE OF SOLICITATION

3. EFFECTIVE DATE

See Block 21

4. REQUISITION/ PURCHASE NO.

5. ISSUED BY CODE 6. ADDRESS THE OFFER TO (if other than Item 5) Office of the Sergeant at Arms United States Senate Senate Office Building Washington, DC 20510-7207

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

SOLICITATION

7. FOR INFORMATION

CALL OR E-MAIL

A. NAME: Tonia Courtney

B. TELEPHONE NO: 202 821-5887 NO COLLECT CALLS) or EMAIL:

acquisitions@saa.senate.gov and zemirah_courtney@saa.senate.gov

8. TABLE OF CONTENTS

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

PART I – THE SCHEDULE

A SOLICITATION/BPA FORM I BPA CLAUSES

B SUPPLIES OR SERVICES AND PRICE/COSTS

C STATEMENT OF WORK J LIST OF ATTACHMENTS

D PACKAGING AND MARKING K REPRESENTATIONS AND

CERTIFICATIONS

E INSPECTION AND ACCEPTANCE L INSTRUCTIONS, CONDITIONS

AND NOTICES TO OFFERORS

F DELIVERIES OR PERFORMANCE

G BPA ADMINISTRATION DATA M EVALUATION FACTORS FOR

AWARD

H SPECIAL BPA REQUIREMENTS 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. NAME AND

ADDRESS

TIN

NO

Dunn & Bradstreet

12. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OF

OFFEROR

OFFER (Type or Print)

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 Calls issued under this

BPA

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

ITEM

18. ADMINISTERED BY (If other than Item 5) CODE 19. PAYMENT WILL BE MADE BY CODE

Office of the Sergeant at Arms United States Senate Financial Department Washington, DC 20510-7205

20. NAME OF CONTRACTING OFFICER

David W. Baker

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

IMPORTANT — Award will be made on this Form, or other authorized official written notice mailto:acquisitions@saa.senate.gov

SECTION B - SERVICES AND PRICE

B.1 Scope

This is a Multiple Award Blanket Purchase Agreement (BPA). The United States Senate Sergeant at Arms (SAA), Office of Photographic Services is seeking contractor support to provide a comprehensive range of photography services, such as event coverage, portrait photography, short-form video production and post-production editing in support of Members of the Senate, Senate Committees and SAA leadership. SAA may issue multiple Call(s) upon the award of the BPA(s).

B.2 Background

The Photographic Services Office has expended its scope to include more video production in non-studio environments. This expansion will allow the Photographic Services Office to provide a seamless integration of photography and videography to support the Senate’s evolving communication strategies. The Photographic Services Office employs a team of experienced professionals to accomplish its mission working within a fast-paced environment. Contractor and its assigned personnel must have the ability to provide high-quality photography, and often with a quick turnaround to support the Photographic Services Office..

B.3 Pricing

Unit Pricing for the Fixed Labor Hour (LH) rates shall be fully burdened with all administrative costs, inclusive of local travel, local transportation, and other direct costs (ODCs).

B.4 Award Type

The SAA will issue Calls against the BPA and the Contractor shall respond with a timely quotation using Fixed LH pricing.

(a) The SAA will authorize performance by acceptance of a Call issued in accordance with this BPA. The SAA shall purchase services by issuing a written Call indicating specific services, location, period of performance dates, and/or any other special instructions. The SAA may issue multiple Calls at one time during the BPA term.

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

B.5 Term

The term of this BPA includes a base term of 12 months and four separate 12-month option periods.

Exercise of options will be in accordance with Section H.8 Exercise of Options.

B.6 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 products on or after the effective date of price change. Price increases must be mutually agreed to and incorporated into the BPA through a modification hereto.

B.7 BPA Procedures

B.7.1 Calls

The SAA shall order Service under this BPA by issuance of Call(s) addressed to the Contractor at the address in Section A, Block 11A of the BPA. Additionally, all Call(s) shall follow the below requirements:

(a) Funding will be provided via a Purchase Order at the Call level.

(b) All Calls are subject to the terms and conditions of this BPA. In the event of conflict between a Call and this BPA, the BPA shall control in accordance with Section H.1 Order of Precedence. The parties shall not use Calls to modify the BPA.

(c) Performance shall be made only as authorized by Calls issued by the SAA in accordance with this BPA. The SAA shall purchase services by issuing a written Call.

(d) All Calls shall include performance schedule and instructions and other information as necessary.

(e) Calls will be issued by the SAA to the Contractor using electronic methods (i.e., e-mail).

B.7.2 Call Issuance

The SAA will issue Calls on the fixed hourly rate proposed by the Contractor made a part of the Contract by the SAA in response to this BPA. Upon completion of a Call, the Contractor shall submit an invoice consistent with their labor categories and fixed hourly rates proposed on Attachment J-1, Pricing Table.

Unless otherwise provided in the Call, the SAA will follow the below procedures for award of Calls:

(a) The BPA holders will submit quotations using their labor category and hourly rates proposed on Attachment J-1, Pricing Table on a fixed LH price basis to the SAA.

(b) The SAA will notify the Contractor of the award by issuance of a Call executed by the SAA Contracting Officer.

B.7.3 Unless otherwise determined, BPA holders will be entitled to submit an invoice for competed Calls issued by the SAA. The SAA issuing a Call does not constitute an authorization to perform services.

With the issuance of a Call authorized by the SAA Contracting Officer, the SAA shall assign a Call number, identified as a suffix to the BPA number, for use as reference for the duration of the Call term. The SAA may modify Calls throughout the term of the BPA, as needed.

SECTION C - CALLS / STATEMENT OF WORK (SOW)

C.1 Call Requirements

For each Call under this BPA, the Contractor shall meet the following requirements:

During the BPA term, Contractor shall be a U.S. company with an active registration in the System for Award Management (SAM) database, https://www.sam.gov/. Contractor shall ensure that all information contained in its SAM registration is current, complete, and accurate during the period of performance of an award and until final payment is made by the Senate. Contractor shall provide a .pdf copy of its most current SAM registration with its BPA proposal.

C.2 Description of Services

The Contractor shall support the Photographic Services Office to provide digital media-related support services for Senators, Committee(s), and Senate support offices, in the areas of photography, postproduction, and short form video production. The Contractor will be expected to provide the following services:

C.2.1 Photography: Provide coverage of Senate events, official portraits and other photographic needs.

C.2.2 Videography: Create the production of short-form videos for visual communication and social media purposes.

C.2.3 Post-Production: Provide editing and processing of photos and videos, including batch imagery processing and metadata-driven ingestion.

C.2.4 Technical Support: Ensure that all equipment is maintained and operational, including multi-camera systems: (Sony and Fuji).

C.2.5 Customer Service: Contractor(s) shall provide exemplary customer service. Maintaining high standards of customer service and maintain strong working relationships with cross functional staff, stakeholders, and other customers.

C.2.6 Communication: Ability to communicate effectively, both orally and in writing, with elected officials, senior staff, information systems professionals, and non-technical users.

C.2.7 The Photographic Services office will participate in all stages of the photographic development lifecycle, including gathering requirements, concept development, tools selection, postproduction, development, and delivery.

https://www.sam.gov/

C.3 Education and Experience

The Contractor staff proposed and assigned to perform Calls shall meet the following education and experience qualifications:

C.3.1 Bachelor’s degree in either Photography, Fine Arts, Visual Communication or related field or equivalent work experience.

C.3.2 Minimum of three (3) years of experience in photography and digital media with at least two

(2) years of in a corporate professional environment.

C.4 Technical Experience

The Contractor and its staff shall meet the following technical experience qualifications:

C.4.1 Proficient in Adobe Creative Cloud Suite including Photoshop, Lightroom, Premiere, and Photo mechanic.

C.4.2 Experience with MAC and PC environments.

C.4.3 Knowledge of Sony camera systems.

C.4.4 Proficient in the use of Microsoft Office 365 products (Word, Excel, Outlook, and PowerPoint).

C.4.5 Experience with batch imagery processing and metadata ingesting techniques Ability to record, edits and produces short-form videos for visual communication and social media purposes.

C.5 Time Keeping Procedures

The Contractor shall implement a sign-in and sign-out procedure for all personnel assigned to perform services under each Call. The following process shall be followed:

C.5.1 Daily Email Sign-In: Contractor personnel shall send an email to the Point of Contact (POC) designated in each Call upon starting their workday at the assigned workplace. The email must include the time of arrival, the location where the work will be performed, and a brief outline of the tasks planned for the day.

C.5.2 Daily Email Sign-Out: At the conclusion of the workday, Contractor personnel shall send an email to the POC designated in each Call, noting the time of departure and summarizing the work completed during the day. Any issues or delays encountered during the day should also be reported in the email.

C.5.3 Attendance Records: The Contractor shall maintain detailed attendance records, including copies of all sign-in/out emails and, and provide these records to the Contracting Officer’s

Representative (COR) on a weekly basis, or as requested, to ensure compliance with the terms of the contract.

C.6 Training/Orientation

Upon award of each call, the Contractor shall attend a half to full day of orientation/training provided by the Photographic Services Office to include but not limited to the following:

C.6.1 Scheduling: The Contractor shall coordinate with the COR or POC to schedule onboarding and training activities immediately following the award of a Call. This training includes the issuance of badges, equipment, and system setup. The onboarding process shall be completed prior to the Call period of performance start date.

C.6.2 Badge Issuance: If required, Contractor personnel must obtain and display a Senate-issued badge for access to Senate facilities. The Contractor is responsible for ensuring that all personnel attend the badge issuance appointment as scheduled by the COR or POC.

C.6.3 Equipment and System Setup: Contractor personnel will be issued the necessary equipment (e.g., cameras, laptops) and undergo system setup, including software installation and network access. The Contractor shall ensure that all equipment is tested and fully operational prior to the start of assignments.

C.7 Deliverables

The Contractor shall provide the following deliverables:

C.7.1 High-quality photographs and videos with metadata as requested.

C.7.2 Post-production edited media files ready for publication and distribution.

C.7.3 Regular status reports and updates to the Senate Photographic Services Office.

C.8 Performance Standards

The Contractor shall adhere to the following performance standards:

C.8.1 Timeliness: Deliver all services and products within agreed upon timelines.

C.8.2 Quality: Ensure all deliverables meet the highest standards of quality.

C.8.3 Communication: Maintain clear and consistent communication with the designated contact person within the Photographic Services Office. Contractor(s) may also need to communicate with others within Support Operations.

C.8.4 Compliance: Adhere to all Senate policies and procedures, including security requirements.

C.9 Hours of Operation

The Contractor shall be available to perform services during normal Senate operating hours Monday through Friday 9a.m to 6p.m. EST excluding weekends and holidays; with the ability to work after Senate operating hours as needed.

SECTION D - PACKAGING AND MARKING

D.1 Marking of Reports

All information submitted, including but not limited to, forms, reports, or data to the Contracting Officer or COR, shall be prepared for shipment in accordance with best commercial practices; and clearly indicate the BPA number for which the information is being submitted. Technical data ordered by the Senate must be packaged, packed, and marked in accordance with the best commercial practices. Costs are the responsibility of the Contractor.

D.2 Packaging

Preservation, packaging, and packing for all items delivered hereunder shall be in accordance with best commercial practices and adequate to ensure acceptance by common carrier and safe arrival at the destination. Packing and packaging materials shall provide protection from abuse during handling and from environmental, magnetic, and electrical damage during handling and subsequent future storage, possibly under less than desirable conditions.

D.3 Shipping and Deliveries

D.3.1 Deliveries will be made to the SAA or the U.S. Senate, F.O.B. Destination, and subject to Senate security procedures. The security procedures are subject to change as the situation warrants and may entail the inspection of packages and/or off-site inspection of delivery vehicles, see Attachment J-3, Senate Delivery Procedures.

D.3.2 The term "F.O.B. Destination," means supplies will be delivered to the destination specified by the SAA. The SAA will not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery of the supplies to the destination, unless such charges are caused by an act or order of the SAA acting in its contractual capacity.

D.3.3 The Contractor is responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point.

SECTION E - INSPECTION AND ACCEPTANCE

E.1 Definitions

E.1.1 The term "Services," as used in this Section, includes services, workmanship, and documentation furnished or utilized in the performance of services, and records and information from the Contractor relating to BPA administration functions.

E.1.2 The term “Acceptance," as used in this Section, means the act of 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 BPA.

E.1.3 The term "Correction," as used in this Section, means the elimination of a defect by the Contractor.

E.2 Inspection - General Requirements

E.2.1 The SAA 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 All Senate facilities utilized by the Contractor in performance of work under this BPA and any applicable Call shall be subject to inspection by officials of the Senate.

E.2.3 The SAA shall permit access and provide the necessary means to do so for all services provided by the Contractor under this BPA and any applicable Call.

E.3 Inspection of Goods/Services

E.3.1 The SAA has the right to inspect and evaluate all goods and services provided or performed under this BPA 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 BPA requirements, the SAA may require Contractor to provide a correction or to re-perform the services again in conformity with BPA requirements, at no increase in BPA or Call amount. The goods and services offered the Senate must, 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 BPA or Call.

E.4 Responsibility for Inspection and Acceptance

E.4.1 The COR is responsible for performing inspection and ensuring adequate records are kept supporting acceptance or rejection. Acceptance will be made by the COR; rejections, if necessary, will be made by the Contracting Officer.

E.4.2 Acceptance of the products or services provided will be accomplished by the COR through inspection and quality assurance. The COR will inspect or review that the goods/services provided by the Contractor to ensure the conformance to the applicable specifications set forth in this BPA or Call, if any, including those portions of the Contractor's proposal incorporated into the BPA or Call and any applicable Call statement of work. Acceptance shall be conclusive unless otherwise notified by the SAA within ninety (90) calendar days after satisfactory delivery or completion of acceptance testing. Acceptance does not waive the Senate's rights nor is acceptance conclusive with regard to latent product defects or those defects made manifest only through the extended use of the product.

SECTION F - DELIVERIES AND PERFORMANCE

F.1 Deliverable Item

The Contractor shall complete all work in accordance with the BPA, including delivery of all goods and services, effective from the date of the Call, if authorized by the SAA, and/or a notice to proceed issued by the Contracting Officer.

F.2 Place of Performance

The primary place of performance will be the at the Dirksen Building Room SD-G85. Services will also be performed at locations within the National Capital Region (NCR) and Washington D.C metropolitan area.

F.3 Call Review

If required in the Call, Contractor shall participate in meetings with the COR and/or other SAA Photographic employees to review and discuss the Call and status.

F.4 Delay in Performance

F.4.1 In the event the Contractor encounters difficulty in meeting the performance of the Call or when it anticipates difficulty in complying with the applicable 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 BPA, the Contractor shall promptly notify the COR and the POC identified in the call by telephone or e-mail, or in the COR's and Call POC absence, notify the Contracting Officer. 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 SAA of any delivery schedule or date, or any rights provided under this BPA.

F.4.2 The Contractor shall take whatever actions are necessary to ensure continuous provision of services specified in this BPA or the applicable Call.

F.4.3 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.4.4 If in the opinion of the Contracting Officer, the Contractor falls behind the progress schedule for a Call, 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 - ADMINISTRATION

G.1 Contracting Officer

Administration of this BPA will be performed by the Sergeant at Arms Contracting Officer (CO) or the CO's delegates. The Contracting Officer is authorized to make modifications and render decisions, including but not limited to, changes in the scope of work and monetary additions or deletions, subject to the United States Senate authority delegated to them. No changes shall be effective without a modification of the BPA or Call. All communications pertaining to administrative matters under this BPA should be addressed to:

David W. Baker Contracting Officer

Telephone Number: 202-224-2547 SAA Mobile Number: 202-316-9169 Email: david_baker@saa.senate.gov

G.2 Contracting Officer's Representative

G.2.1 The Contracting Officer will designate a Contracting Officer's Representative (COR) for Calls issued under this BPA who will be responsible for providing technical direction and control during performance of said Calls. The COR is responsible for performing inspection and ensuring that adequate records are kept to support acceptance or rejection. Acceptance will be made by the

COR.

G.2.2 Designated by the Contracting Officer, the COR is assigned the responsibility to (a) provide technical direction to the Contractor(s) within the constraints of the SOW, (b) monitor and oversee the daily performance of the Contractor, (c) realign Contractor resources to fulfill requirements as long as limits, if specified are not exceeded, (d) authorize all invoices for payment, and (e) perform final inspection and acceptance of all deliverables including reports and invoices. If the invoice is not acceptable for certification, the Contracting Officer shall be notified in writing with the detailed reason for rejection. Additionally, the COR will inspect, accept, or reject all work performed and resolve day to day matters directly with the Contractor.

G.2.3 The COR and other Point of Contacts will be identified in each Call.

G.2.4. The COR may delegate some responsibilities to other individuals within the Program Office as needed, upon approval by the CO.

G.3 Identification of Correspondence

All correspondence and data submitted by the Contractor under this BPA shall reference the BPA number and Call, when applicable.

G.4. Payment and Invoicing

G.4.1 The Contractor shall email invoice(s) in PDF format toAP@saa.senate.gov after acceptance of deliverables by the Contracting Officer or the Officer’s designee. Do not email invoices to the

Contracting Officer, the Contracting

G.4.2 Officer’s Representative, the Buyer, or include the invoices with physical deliveries.

Contractor questions regarding payment status should be directed to the email address above.

G.4.3 The SAA shall make payment to the Contractor after receipt and acceptance of invoices and approval by the Contracting Officer or the Officer’s designee. The SAA is not bound to the payment due dates on the vendor’s invoice and will pay within a reasonable time. The SAA does not pay state and local sales taxes, late payment fees, interest, penalties, or equivalent charges. All Contractor Specific Terms requiring the U.S. Senate to pay any future fees, charges, or penalties are hereby rejected The SAA is not subject to the Prompt Payment Act, 31 U.S.C. § 3901 et. seq.

G.4.4 The invoice shall contain at a minimum: the company letterhead with name, address, telephone number, remittance address, Accounts Receivable department email address, invoice number, billing date, account number, amount due, purchase order number and line number; a description of the product and / or service including quantity and unit cost with reference to the purchase order line number; and period of performance for services rendered.

G.4.5 For Labor-Hour and Time and Material contracts and task orders, the Contractor shall provide, at a minimum, an invoice that reflects a breakdown by task, hourly rate, hours worked and billed, and other direct costs. The invoice shall match individual reports submitted to the SAA every two weeks for use by the Contracting Officer’s Representative in reconciling and verifying invoices for payment.

G.4.6 For Blanket Purchase orders, the Contractor shall provide an invoice that reflects order dates, order placed by and shipment dates. Each line item (quantity and unit price) on the invoice must be accurately reflected and all resulting line-item amounts must sum to the total invoice amount.

G.4.7 Electronic invoices for payment must be submitted as a non-editable, searchable Portable Document Format (PDF) file. The Contractor shall ensure invoices are submitted in the correct format, are legible, and contain the required information. Invoices are subject to acceptance and will be rejected and returned to the Contractor for correction if in error or incomplete. Invoices shall be emailed to AP@saa.senate.gov. The subject line of the email must contain the vendor name, purchase order number, and invoice number.

G.4.8 Payments are made by direct deposit. Contractor shall contact the Senate Disbursing Office (Vendor_Requests@Disbursing.Senate.gov) to enroll in the direct deposit payment service.

Contractor shall provide the Disbursing Office with a current IRS Form W-9 and signed direct deposit authorization form with banking information. If Contractor does not support direct deposit, Contractor shall allow an additional two-to-four weeks for check payments mailed through the United States Postal Service (USPS).

G.5 Electronic Funds Transfer Payment

G.5.1 The U.S. Senate Disbursing Office (“Disbursing Office”) on behalf of the SAA may elect to send the Contractor a Payee/Company Information Form to be completed and signed by the appropriate company official.

G.5.2 The Contractor shall designate a single financial agent capable of receiving and processing the electronic funds transfers (EFT). The Contractor shall pay all fees and charges for receipt and processing of transfers.

G.5.3 If an uncompleted or erroneous transfer occurs because the Disbursing Office failed to use the Contractor provided EFT information in the correct manner, the U.S. Senate remains responsible for (a) making a correct payment, and (b) assisting Contractor in the recovery of any erroneously directed funds.

G.5.4 If an uncompleted or erroneous transfer occurs because Contractor provided EFT information was incomplete at the time of Disbursing Office release of the EFT payment transaction instruction to the Federal Reserve System, and (a) the funds are no longer under the control of the payment office, the SAA is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or, (b) if the funds remain under the control of the payment office, the SAA retains the right to either make payment by mail or suspend the payment.

G.5.5 The Contractor agrees that the Contractor's financial agent may notify the SAA of a change to the routing transit number, Contractor account number, or account type. The Contractor agrees that the information provided by the agent to the SAA is deemed to be correct information as if it were provided by the Contractor.

SECTION H - SPECIAL REQUIREMENTS

H.1 Order of Precedence

Any inconsistencies in this Solicitation or BPA shall be resolved by giving precedence in the following order:

(a) The schedule of services of this BPA and the SOW specified in any Calls issued (see also Section B.7);

(b) The Assignment, Disputes, Payments, Invoice, and Compliance with Laws paragraphs of this BPA;

(c) Addenda to this BPA;

(d) Other documents, exhibits, and attachments to the Call including but not limited to the Contractor's proposal or quote.

H.2 Interpretation of Requirements

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

H.3 Reserved

H.4 Information Security System and Malware-Free

H.4.1 In performing this BPA, the Contractor is subject to Senate information technology (IT) data and system security procedures (See Section H.10) and by its continuing performance of this BPA certifies that all components of any IT systems including all hardware and software it uses or provides are free of known malicious code, including but not limited to ransomware, viruses, or Trojan horses, 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-malware 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 BPA shall not be installed by the Contractor in the Senate IT environment if not first identified and approved in writing by the SAA.

H.4.3 The SAA 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 SAA in a manner approved by the SAA IT security branch prior to returning systems to normal operations within the Senate environment.

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

H.5 Reserved.

H.6 Modifications and Additions/Adjustments

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

H.7 Severability

If any portion of this BPA is determined to be either contrary to law or otherwise unenforceable, then that provision will be deemed to be omitted from the BPA, but only to the extent necessary to relieve the deficiency. All other provisions of the BPA, 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 Exercise of Options

After the base term, this BPA is renewable in one-year increments, at the discretion of the SAA, for up to four (4) additional periods. The Contracting Officer will give written notice of intent to renew to the Contractor before this BPA is to, for each subsequent option period after the base year. Solicitations for similar products or services may be issued by the SAA prior to the expiration of this BPA.

H.9 Security

H.9.1 The Contractor shall comply with the latest version of Senate Standard Operating Procedures (SOPS) for Cybersecurity.

H.9.2 Personnel Security

H.9.2.1 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.9.2.2 The United States Capitol Police (“USCP”), on behalf of the Senate shall conduct background checks for all Contractor personnel that require unescorted access to Senate buildings or access to the Senate network and/or systems. The Contractor shall provide (on forms to be provided by the Senate) all of the following information to the Contracting Officer or his/her designee for each of the Contractor personnel that require background checks:

(a) USCP Form CP-491 Request for Check for Criminal History Records

(b) Vendor Employee Background Information and Certification and Authorization to Release Information

(c) Non-Disclosure Certification & Software and Security Certification

(d) Proof of citizenship and eligibility to work in the United States

(e) Standard Operating Procedures for Information Security (latest version)

(f) Signed Acknowledgment of Information Privacy Policies

(g) FD-258 Fingerprinting Card (if applicant is outside of Washington Metropolitan area)

This information shall be provided to the Contracting Officer or his/her designee at least two (2) weeks prior to assigning personnel to work under this BPA. Upon notification, Contractor personnel located within the Washington Metropolitan area shall promptly report to the United

States Capitol Police Headquarters Building for fingerprinting. Contractor personnel located outside of the Washington Metropolitan area shall proceed to their local law enforcement agency for fingerprinting.

H.9.2.3 Contractor personnel that require background checks shall not commence work on this BPA until such time as the Contractor is notified, in writing, by the Contracting Officer or their 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 by the Senate no later than ten (10) business days following the submission of all of the documentation specified in H.9.2.2 above. Contractor personnel that do not require unescorted access to Senate buildings or access to the Senate network and/or systems may perform work upon the BPA commencement date.

H.9.2.4 The Contractor shall immediately inform the Senate when there is a change in the eligibility to work in the U.S. status of any Contractor personnel performing under this BPA. 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 BPA.

H.9.2.5 Network Data and Information Security

Contractor shall use all appropriate care, in accordance with Senate Standard Operating Procedures for Information Technology, for maintaining the integrity of the Senate network when Contractor personnel have network access either local or remote. Senate information is confidential material and must be protected, in accordance with Acknowledgement of Information Privacy Policies, from loss disclosure and electronic penetration.

H.10 Identification Badges

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

H.11 Senate Furnished Equipment/Contractor Furnished Equipment

H.11.1 Equipment Definitions

(a) The term “Senate-furnished Equipment” or “SFE” is defined as equipment in the possession of the Senate or directly acquired by the Senate, which is subsequently provided to the Contractor to use during the course of the BPA.

(b) The term “Contractor-furnished-Equipment” or “CFE” is defined as equipment acquired by a private procurement agent using Senate funds. CFE is acquired by or otherwise provided to a Contractor for performing a BPA. The Senate has title to the said equipment.

(c) The term “Senate Equipment” is defined as all equipment owned by or leased to the Senate or acquired by the Senate under the terms of a BPA. Senate Equipment includes both SFE and CFE.

(d) The term “Custodial Records” is defined as the written or electronic memoranda of any kind used to control and track Senate equipment.

H.11.2 The Photographic Services Office will provide standard camera gear, laptops and necessary software. It is the expectation that the Contractor will handle all provided gear and software in an appropriate manner and alert the COR or a Photographic Services Office representative immediately if there are any concerns regarding the equipment and software.

• Equipment will be provided during orientation for each Call.

• All asset tags, and serial numbers will be logged along with the state of the equipment. A receipt provided to the contractor for their records.

• A signature for receipt of equipment will be required.

H.11.3 Contractor Responsibility

H.11.3.1 The Contractor shall be directly responsible and accountable for all Senate equipment issued to the Contractor, including Senate Equipment in the possession or control of a Subcontractor. The Contractor shall establish and maintain a system to control, protect, preserve, and maintain all Senate equipment. This equipment control system shall be in writing or maintained in electronic format unless the Contracting Officer determines that maintaining such a formal system is unnecessary. The system shall be reviewed and, if satisfactory, approved in writing by the Contracting Officer.

It is the expectation that the Contractor will handle all provided gear and software in an appropriate manner and alert the COR or a Photographic Services Office representative immediately if there are any concerns regarding the equipment and software.

H.11.3.2 The Contractor shall maintain and make available the records for all Senate Equipment for review by the Senate during the term of this BPA. The Contractor shall furnish all necessary data to substantiate any request for relief from this responsibility.

H.11.3.3 The Contractor shall be responsible for the control of Senate Equipment upon:

(a) delivery of Senate Equipment into its custody or control;

(b) delivery when equipment is purchased by the Contractor as CFE and a call for reimbursement by the Senate. (This requirement does not alter or modify contractual requirements relating to passage of title);

(c) approval of Contractor's claim for reimbursement by the Senate;

(d) equipment withdrawn from Contractor-owned stores and charged directly to the BPA;

(e) acceptance of title by the Senate when title is acquired pursuant to specific BPA clauses or as a result of change orders or BPA termination; or

(f) acceptance by the Senate when a product was constructed or fabricated by the

Contractor.

H.11.3.4 The Contractor shall provide all necessary resources not furnished by the SAA. Senate furnished supplies or equipment will be used only for the performance of this BPA. The Contractor shall be responsible for and shall maintain accurate records of all items provided by the SAA.

H.11.3.5 The Contactor shall return all SFE to the COR within 72 hours of completion of each Call.

H.12 Intellectual Property Rights

The Senate shall have unlimited, royalty free, rights in all data and products produced in the performance of this BPA, and in all products and data delivered under this BPA or any applicable Call (except for restricted computer software) including software, technical data, manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use.

The term "Software" as used in this Section means computer programs, computer data bases, and documentation thereof. The term also includes data identifying its source, functional characteristics, and performance characteristics, and specifically includes the source code, algorithm, processes, formulae, and flow charts of the software.

The Contractor agrees that all intellectual and data rights in the software shall become the exclusive property of the U.S. Senate. The Contractor agrees to transfer all rights, title, and interest in the software to the U.S. Senate. With respect to manuals concerning pre-existing Contractor products, the U.S. Senate shall have an unlimited license to use copies of these manuals.

If the Contractor creates for the Senate any software (Developed Work) as specified in the BPA or any Call issued hereunder, all the Contractor's services shall be considered work for hire and the Senate shall have all rights of ownership in the Developed Work. The U.S. Senate shall have a non-exclusive right to use any software received from the Contractor to the extent embedded in the Developed Work. The Contractor shall have no rights in Developed Work except as mutually agreed to in advance in writing by the parties.

The Contractor grants to the U.S. Senate a non-exclusive, perpetual, non-transferable royalty free license to use the ideas, know-how, or techniques, which may be used or provided by the Contractor as a result of performing the Statement of Work on any Call issued hereunder, including any enhancements made to the Contractor's software source code or to the documentation.

Intellectual property rights shall convey to the U.S. Senate upon full payment for all products and data delivered under this BPA.

H.13 Restricted Rights Software

The Contract shall notify the COR prior to acceptance of a Call if the Contractor will use its proprietary information will used in performance of a Call. Contractor's proprietary information is provided to the U.S. Senate in accordance with the terms of the Contractor's license that is provided with the Contractor's or third-party equipment supplied by Contractor for the Senate under this BPA. The Contractor represents and warrants that its proprietary information was developed at private expense and contain confidential information or trade secrets of the Contractor or its suppliers and licensors.

H.14 Liability

H.14.1 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.14.2 General Liability

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

(b) Property damage liability insurance shall be required only in special circumstances as determined by the Senate's Contracting Officer.

(c) Automobile liability. The Contractor shall have automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the BPA. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims.

(d) Aircraft public and passenger liability. When aircraft are used in connection with performing the BPA, the Contractor shall have aircraft public and passenger liability insurance. Coverage shall be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

H.15 Limitations of Funds

The SAA may allot funds incrementally up to the full Call value. The Contractor shall notify the Contracting Officer or his or her designee in writing whenever it has reason to believe that the costs it expects to incur under this BPA in the next sixty (60) days, when added to all costs previously incurred, will exceed 75 percent of the total funding amount so far allotted to the BPA by the SAA.

SECTION I - 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 BPA, in the manner and method of delivery of services, provided however the changes are within the Contractor's capability and in accordance with U.S. 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 the Call, an equitable adjustment shall be made in the BPA or Call price or delivery schedule, or both, and the BPA 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 he or 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 BPA. 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 BPA entitled "Disputes." However, nothing in this clause shall excuse the Contractor from proceeding with the BPA until changed.

I.2 Assignment of Claim

I.2.1 Any assignment made regarding this BPA shall be made pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. §3727, 41 U.S.C. §6305).

I.2.2 In no event shall copies of this BPA or any plans, specifications, or other similar documents relating to work under this BPA, if marked Top Secret, Secret, or Confidential, be furnished to any assignee of any claim arising under this BPA or to any person not entitled to receive the same.

However, a copy of any part of this BPA so marked may be furnished, or any information contained herein may be disclosed to such assignees upon the prior written authorization of the Contracting Officer.

I.3 Disputes

Except as otherwise provided in this BPA, all disputes arising under this BPA which are not disposed of by agreement shall be decided by the Sergeant at Arms, who shall reduce his/her decision to writing and mail or otherwise furnish a copy thereof to the Contractor.

The decision of the Sergeant at Arms will be final and conclusive unless, within thirty (30) working 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 Senate Committee on Rules and Administration. 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 Sergeant at Arms Decision and identify the BPA by number. The notice of appeal should include a statement of the reasons why the determination decision is considered to be erroneous.

The Chairman of the Committee on Rules and Administration for the U.S. Senate, 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 BPA and in accordance with the Contracting Officer's directions.

I.4 Data Transfer

The Contractor shall take all steps reasonably necessary to ensure that Senate Data is treated securely and no transfer of Senate Data will take place to a third party or jurisdiction outside of the United States.

The Contractor shall incorporate the terms of this Section in any agreement with subcontractors, third-party partners, and suppliers furnishing supplies or services under this BPA.

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 BPA, or to any direct benefit that may arise thereupon. If this BPA 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 BPA 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 BPA.