2025-R-003 (RFP) Asset Manager Technical Support Services.pdf

SECTION A – SOLICITATION/CONTRACT FORM

SOLICITATION, OFFER AND AWARD

1. CONTRACT NO.

SOLICITATION NO.

2025-R-003

2. TYPE OF SOLICITATION

3. EFFECTIVE DATE

See Block 22

4. REQUISITION/

PURCHASE NO.

N/A

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

Attn: Contracts Department Office of the Sergeant at Arms United States Senate 2 Massachusetts Avenue, NE Washington, DC 20002

SOLICITATION

7. FOR INFORMATION

CALL OR E-MAIL

A. NAME: Nicole Barnes Sr. Procurement & Contracting Specialist

B. TELEPHONE NO: 202-224-9321 NO COLLECT

CALLS) or EMAIL: acquisitions@saa.senate.gov

8. TABLE OF CONTENTS

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

PART I – THE SCHEDULE

A SOLICITATION/CONTRACT FORM I CONTRACT 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 CONTRACT ADMINISTRATION DATA M EVALUATION FACTORS FOR AWARD

H SPECIAL CONTRACT 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. ACKNOWLEDEMENT 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 TIN NO Dunn & Bradstreet

12. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

AND ADDRESS

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 purchase orders issued under this contract

16. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 19 (4

copies unless otherwise specified)

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

21.UNITED STATES SENATE (signature of Contracting Officer) 22. DATE SIGNED

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

B.1 Scope

The United States Senate, Office of the Sergeant at Arms (SAA or Senate), requires technical services to support its OpenText Asset Manager application, which tracks; manages; and supports the Senate's IT infrastructure.

B.2 Description of Services

The Contractor shall assist in managing and providing technical support for the Senate’s use of OpenText Asset Manager. The Contractor will also help keep the application at current version levels by performing minor release upgrades as part of this contract. The contractor shall also provide design, coding, documentation, and ongoing technical support for the Senate's application customizations.

B.3 Contract Price

The schedule at B.6 shall provide the firm fixed price for the services offered under this contract. All pricing shall be fully burdened with all administrative costs, including local travel, local transportation, and other direct costs (ODCs), unless specifically identified and agreed upon by the Senate. Travel outside of a fifty (50) mile radius of Washington, DC (Metropolitan Washington Area) is not anticipated under this contract. In the event that travel outside of the Metropolitan Washington Area is necessary under this contract, the Contractor must provide a firm-fixed price for the required long-distance travel.

Furthermore, the Senate must approve the travel through a written modification before the Contractor incurs any travel costs.

B.4 Term

This is a firm-fixed-price Contract for commercially available products or services specified and effective for the base period stated. The Contract will have options for four (4) one-year renewal periods. The exercise of option(s) will be in accordance with Section H.9, Exercise of Options.

B.5 Price Re-determination and Adjustments

The Contractor may offer a price reduction at any time, effective upon the date provided by the Contractor. The price reduction 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.

B.6 Payment Schedule

CLIN Base Period: April 1, 2025 – December 31, 2025 Firm-Fixed Price

001 Asset Manager Technical Support Services as specified in Section C.

CLIN Option Period 1: January 1, 2026 – December 31, 2026 Firm-Fixed Price

101 Asset Manager Technical Support Services as specified in Section C.

CLIN Option Period 2: January 1, 2027 – December 31, 2027 Firm-Fixed Price

201 Asset Manager Technical Support Services as specified in Section C.

CLIN Option Period 3: January 1, 2028 – December 31, 2028 Firm-Fixed Price

301 Asset Manager Technical Support Services as specified in Section C.

CLIN Option Period 4: January 1, 2029 – December 31, 2029 Firm-Fixed Price

401 Asset Manager Technical Support Services as specified in Section C.

SECTION C - STATEMENT OF WORK

C.1 Introduction

The United States Senate Sergeant at Arms requires technical consulting services, software maintenance, and OpenText Asset Manager software support. OpenText Asset Manager (Asset Manager or AM) is primarily the U.S. Senate's asset tracking system. It is also the backend system for the Technology Ordering System (Technology Catalog) and Capitol Facilities Online Request System (CAPFOR) for Furnishing Acquisition and Services.

C.2 Background

The SAA has implemented OpenText Asset Manager, which has been tailored to fit the changing needs of the Senate environment. The Senate requires 24-hour access to the Asset Manager Work Order system and CAPFOR, primarily available through a remote desktop server-hosted client.

OpenText Asset Manager has been the primary asset and work order tracking system for over twenty years. Modifications to the software require specialized knowledge for system tailoring, upgrades, and availability. Asset Manager interfaces with multiple Senate applications, including off-the-shelf solutions and software developed in-house.

C.3 Requirements

All requirements are mandatory and are stated in terms of minimum capabilities and characteristics required by the Senate.

C.3.1 Technical Support Requirements - CLIN 1

C.3.1.1 The Contractor will supply application and system support. The following are activities are examples of the support that the Contractor shall provide:

a. Evaluating incident or problem tickets from users within four (4) business hours.

b. Encompassing system defects or feature requests.

c. The ticket should include details about the requests’ complexity and impact. The SAA Administrative

Systems will determine the ticket’s priority. The SAA will establish an appropriate timeframe for the contractor to submit the design, workflow, and impact analysis for the fixes and enhancements based on the ticket category.

d. The Administrative Systems team must receive any related system documentation created by the contractor. The documentation includes any background information, objective requirements, proposed solutions, security details, and impact/risk analysis on other systems and modules in AM.

e. The contractor must transfer knowledge to explain the technical aspects of application, system, and process changes.

C.3.1.2 The Contractor shall maintain the Asset Manager software, encompassing assessments, alterations, and documentation to uphold system upgrades. As part of this maintenance requirement, the Contractor shall:

a. Thoroughly evaluate new Asset Manager software versions and provide steadfast recommendations for implementation, accounting for the impact on existing Senate customizations and determining the most effective implementation approach.

b. Develop the implementation project plan for new Asset Manager releases and furnish comprehensive technical documentation.

c. Deliver thorough assessments, revisions, and documentation for system upgrades. The duties include evaluating new Asset Manager software releases and furnishing implementation guidance.

d. Craft an implementation project plan for new Asset Manager releases and prepare detailed technical documentation for the newly released Asset Manager versions.

C.3.1.3 The Contractor shall provide operational support by offering technical and functional assistance to the Asset Manager application in evaluating the impact of risk on other systems or modules within the

Asset Manager. The support entails documenting and monitoring incidents in the project’s bug-tracking system. The Contractor must ensure the bug documentation includes a comprehensive description, technical analysis, and detailed resolution.

C.4 Deliverables

The Contractor shall provide the deliverables shown in the table below. Based on vendor experience with similar efforts, additional deliverables may be required.

Table 1

# Deliverable

1 Provide documentation for any modifications.

2 Knowledge transfer sessions, as required to explain technical aspects of application or process changes.

3 Complete an analysis of new Asset Manager software releases and provide implementation recommendations.

4 Project plans for analysis and implementation of application releases

5 Weekly activity report

C.5 Staffing Requirements Table 2

Labor Category Qty. Responsibilities Historically Utilized Support

Hours

Project Manager (PM)/Subject

• Provide IT Asset Management (ITAM) and Connect-It expertise in

Matter Expert

(SME)

implementing Asset Manager (AM) using the latest and best practices that combines financial, inventory and contract functions to support the Senate's lifecycle management and strategic decisions.

• Provide SAA with project management of AM up to date maintenance, enhancements and integrations with other systems within the Senate.

• Provide Project Schedules, weekly status, burn hours and issues that may adversely affect project schedules, business and customer support.

• High level knowledge of architecture and programs of Asset Manager

Senior AM Consultant

1 • Implement new user requirements 1880

C.5.1 Key Personnel Requirements

C.5.1.1 Program Manager (PM)/Subject Matter Expert (SME) Qualifications:

1.1. Minimum 15 years of Project Management and ITAM experience in supporting implementation, integration, and operations of the AM product. These include AM, AM Representational State

Transfer (REST) Application Programming Interface (API), and Connect-IT.

1.2. Minimum 3 years of experience as an SME in supporting implementation, integration, and operation of AM REST API.

1.3. Minimum 3 years of experience using Structured Query Language (SQL) queries against an Oracle database or similar.

1.4. Experience with Crystal Reports is a plus.

1.5. Minimum of 10 years of experience documenting AM processes, workflows, security, and tailored AM features.

C.5.1.2 Senior AM Consultant Qualifications:

1.1 Minimum 15 years of experience in the AM product implementation, integration, and operations manager product.

1.2 Minimum 5 years of experience in supporting implementation, integration, and operation of AM

REST API.

1.3 Minimum 5 years of experience with building and implementing Connect-It scenarios.

1.4 Minimum 10 years of experience supporting customer-facing AM Web and Client servers.

1.5 Minimum 5 years of experience using SQL queries against an Oracle database or similar.

1.5.1 Experience with Crystal Reports.

1.5.2 Extensive knowledge and experience with the following:

1.5.2.1 AM Application Designer Tool.

1.5.2.2 Develop and maintain propriety OpenText AM and Connect-It development code and scripts.

1.5.2.3 AM Workflows and Triggers.

1.5.2.4 Designing and implementing AM Wizards.

1.5.2.5 Maintaining and implementing AM Rest API.

1.5.2.6 Maintaining and implementing AM Security.

1.5.2.7 OpenText online support ticket creation and monitoring.

1.5.2.8 Documentation of processes, workflows, and tailored AM Features.

SECTION D – EVALUATION, INSPECTION AND ACCEPTANCE

D.1 Definitions

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

D.1.2 The term "Acceptance," as used in this Section, means the act of Contracting Officer or other authorized representative of the SAA by which the SAA assumes for itself, or approves specific services, as partial or complete performance of the Contract.

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

D.2 Responsibility for Evaluation and Acceptance

The Contracting Officer’s Representative (COR) is responsible for performing evaluation 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 SAA Contracting Officer. Acceptance of the services provided will be accomplished by the applicable COR through evaluation.

D.3 Inspection - General Requirements

D.3.1 The SAA shall have the right with reasonable 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.

D.3.2 All SAA facilities utilized by the Contractor in performance of work under this Contract shall be subject to inspection by the SAA or its delegates.

D.3.3 The SAA shall permit access and provide the necessary means to do so for all services provided by the Contractor under this Contract.

D.4 Inspection of Goods/Services

D.4.1 The SAA 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.

D.4.2 If any of the goods or services provided or performed are found not to conform with Contract requirements, the SAA may require Contractor to provide a correction or to re-perform the services again in conformity with Contract requirements, at no increase in Contract amount. The goods and services offered to the SAA 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 Contract.

D.5 Responsibility for Inspection and Acceptance

Acceptance of the products or services provided will be accomplished by the cognizant COR or his or her designees through inspection and quality assurance in accordance with the Contract. The COR or his or her designees will inspect or review the goods/services provided by the Contractor to ensure conformance to the applicable specifications and requirements set forth in this Contract, including those portions of the

Contractor's proposal incorporated into the Contract.

SECTION E – RESERVED

SECTION F – PERFORMANCE

F.1 Deliverable Item

The Contractor shall complete all work hereunder in accordance with the Contract, including delivery of all goods and services, effective from the date of the Contract or notice to proceed issued by the

Contracting Officer.

F.2 Place of Performance

All work to be completed under this Contract shall be on-site at the SAA facilities, unless written authorization is obtained in advance from the SAA Contracting Officer.

F.3 Senate Furnished Property

The SAA, 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 at the Senate. Furnished equipment and supplies may include:

(a) Laptop, remote access tokens, or other Senate network access device(s);

(b) Equipment described in Task Order(s) issued under this Contract, if any

The Contractor shall provide all necessary resources not furnished by the SAA. Furnished supplies or equipment will be used only for the performance of Task Order under this Contract. The Contractor shall be responsible for and shall maintain accurate records of all items provided by the SAA.

SECTION G – CONTRACT ADMINSTRATION DATA

G.1 Contract Administration

Administration of this Contract will be performed by the SAA Contracting Officer (CO) or the CO's delegates. The Contracting Officer is authorized to make contractual modifications and render contractual 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 Contract. All communications pertaining to contractual and/or administrative matters under this Contract should be addressed to:

David W. Baker United States Senate

Contracting Officer U.S. Capitol Building, S-151

Office of the Sergeant at Arms Washington, DC 20510-7207

Email: acquisitions@saa.senate.gov Telephone Number: (202) 224-2547

G.2 Contracting Officer's Representative (COR)

G.2.1 The Contracting Officer will designate a COR under this Contract who will be responsible for providing direction and control during performance of the Contract. The CORs are responsible for performing evaluations and ensuring that adequate records support acceptance or rejection. Acceptance will be made by the CORs.

G.2.2 Designated by the Contracting Officer, the CORs are assigned the responsibility to (1) provide technical direction to the Contractor(s) within the constraints of the SOW, (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) authorize all invoices for payment, and (5) 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 CORs will inspect, accept, or reject all work performed and resolve day to day matters directly with the Contractor.

G.2.3 The COR is identified in the table below:

Name Title Phone Email

G.3 Submission of Invoices and Payment Schedule

G.3.1 The Contractor shall email invoice(s) in PDF format to AP@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 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.3.2 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 mailto:acquisitions@saa.senate.gov 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.3.3 The invoice shall contain at a minimum:

a. 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;

b. 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.

c. The invoice line numbers and descriptions must match the purchase order.

G.3.3.1 Invoices must be submitted monthly or as specified in the purchase order or contract.

G.3.4 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.3.5 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.3.6 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.3.7 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.4 Electronic Funds Transfer (EFT) Payment

G.4.1 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. The Contractor shall designate a single financial agent capable of receiving and processing the electronic funds transfers. The Contractor shall pay all fees and charges for receipt and processing of transfers.

G.4.2 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 shall remain responsible for:

a. making a correct payment, and

b. assisting Contractor in the recovery of any erroneously directed funds.

G.4.3 If an uncompleted or erroneous transfer occurs because the Contractor provided EFT information was incomplete at the time the Disbursing Office releases the EFT payment transaction instruction to the

Federal Reserve System, and

a. If the funds are no longer under the control of the payment office, the SAA is deemed to have made payment, and the Contractor is solely responsible for recovery of any erroneously directed funds; or,

b. If the funds remain under the control of the payment office, the SAA shall have the right to either make payment by written check via mail or suspend the payment.

G.4.4 The Contractor or its Contractor's agent (i.e., bank) may notify the Contracting Officer in writing 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 Contracting Officer is deemed to be correct information as if it were provided by the Contractor.

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:

a. The schedule of supplies/services of this Contract and the SOW;

b. The Assignment, Disputes, Payments, and Invoice paragraphs;

c. Other documents, exhibits, and attachments to the Contract 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 SAA unless furnished or agreed to in writing by the Contracting Officer or his/her designated representative.

H.3 Key and Other Personnel

H.3.1 The Contracting Officer can designate key personnel under the Contract. Key personnel may not be changed or reassigned during the first ninety (90) days of performance on this Contract without the prior written approval of the SAA Contracting Officer, which shall not be unreasonably withheld.

H.3.2 During the period of performance of this Contract, key personnel substitutions shall not be permitted unless such substitutions are necessitated by an individual's sudden illness, personal hardship, death, or termination of employment or requested by the Contracting Officer or COR. In any of these events, the

Contractor shall promptly notify the Contracting Officer and provide the information required in paragraph H.3.3.

H.3.3 All proposed substitutions must have qualifications that are equal to or higher than the qualifications of the person to be replaced. The Contracting Officer or designee will evaluate such request and will notify

Contractor of the SAA's approval or disapproval thereof on substitutions within twenty (20) business days.

H.3.4 The Contracting Officer reserves the right to approve or disapprove the assignments of all personnel assigned to the performance of this Contract.

H.4 Security

H.4.1 Cybersecurity Standard Operating Procedures

H.4.1.1 The Contractor shall comply with the latest version of U.S. Sergeant at Arms Standard Operating

Procedures (SOPS) for Cybersecurity (see Attachment J-01).

H.4.2 Network Data and Information Security

H.4.2.1 Contractor shall use all appropriate care, in accordance with U.S. Sergeant at Arms SOPS for Cybersecurity (see Attachment J-01) 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 Cybersecurity Responsibilities Acknowledgement, from loss disclosure and electronic penetration.

H.4.3 Personnel Security

H.4.3.1 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.4.3.2 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 (version 05/18) 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. U.S. Sergeant at Arms Standard Operating Procedures (SOPS) for Cybersecurity (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 weeks prior to assigning personnel to work under this Contract. Upon notification, Contractor personnel located within the Washington Metropolitan area shall promptly report to the USCP Headquarters Building for fingerprinting. Contractor personnel located outside of the Washington Metropolitan area shall proceed to their local law enforcement agency for fingerprinting.

H.4.3.3 Contractor personnel that require background checks shall not commence work on this Contract 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 SAA no later than ten (10) business days following the submission of all the documentation specified in H.4.3.2 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 Contract commencement date.

H.4.3.4 The Contractor shall immediately inform the SAA when there is a change in the 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.

H.5 Delegation of Authority

The Contractor may delegate to its representative’s 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 SAA Contracting Officer.

H.6 Modifications and Additions/Adjustments

Administrative changes, e.g., address corrections, are approved by the SAA 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 Committee on Rules and Administration, 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 SAA 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 SAA in writing of the Contractor's recommendations will be evidenced by issuance of a contract modification authorizing such technology upgrade.

H.9 Exercise of Options

After the base term, this Contract is renewable in one-year increments, at the discretion of the Senate, for up to four (4) additional periods, at prices specified in Section B.6.1. 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.

H.10 Incorporation of Offeror's Proposal

The Contractor's proposal dated _____________ is hereby incorporated into and made a part of this

H.11 Intellectual Property Rights

The SAA shall have unlimited, royalty free, rights in all data and products produced in the performance of this Contract, and in all products and data delivered under this Contract (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 Senate. The Contractor agrees to transfer all rights, title, and interest in the software to the Senate. With respect to manuals concerning pre-existing

Contractor products, the SAA shall have an unlimited license to use copies of these manuals.

If the Contractor creates for the SAA any software ("Developed Software") as specified in the Contract, all the Contractor's services shall be considered work for hire and the SAA shall have all rights of ownership in the Developed Software. The SAA shall have a non-exclusive right to use any software received from the

Contractor to the extent embedded in the Developed Software. The Contractor shall have no rights in Developed Software except as mutually agreed to in advance in writing by the parties.

The Contractor grants to the SAA 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, including any enhancements made to the Contractor's software source code or to the documentation. Intellectual property rights shall convey to the SAA upon full payment for all products and data delivered under this Contract.

H.12 Restricted Rights Software

Contractor's commercial software and commercial computer software documentation are provided to the

SAA 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 SAA under this Contract. The Contractor represents and warrants that commercial software or computer documentation was developed at private expense and contain confidential information or trade secrets of the Contractor or its suppliers and licensors.

H.13 Liability

H.13.1 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.13.2 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 contract. 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 contract, 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.

SECTION I - CONTRACT CLAUSES

The term “Contractor Specific Terms” refers to documentation provided by the Contractor in relation to End User License Agreements, Terms of Service, Maintenance Agreements, or another similar legal instrument or agreement.

I.1 Changes

I.1.1 The Contracting Officer may make changes, by modification or change order, within the general scope of this Contract. The Parties may negotiate or agree upon such changes before they are made to this Contract. The Contracting Officer may also make unilateral changes and modify this Contract by issuing a written modification or change order. The Contractor shall assert any claim for equitable adjustment within thirty (30) days of its receipt of the modification or change order.

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

All clauses regarding the Contractor’s right to assignment are subject to the Anti- Assignment statutes (31

U.S.C. § 3727, 41 U.S.C. § 6305). All clauses governing the Contractor’s assignment in the Contractor

Specific Terms are hereby rejected.

I.3 Disputes

Clauses in the Contractor Specific Terms referencing disputes, including choice or law and venue, are rejected and not applicable to this Contract. All disputes arising under this Contract, which are not disposed of by agreement, shall be decided pursuant to the U.S. Senate Procurement Regulations and applicable Federal law. Contractor Specific Terms that allow the Contractor to choose arbitration, mediation, or other forms of alternate dispute resolution are hereby rejected.

I.4 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.5 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 U.S. Senate, the

Contractor agrees to fully cooperate with any investigation of the allegation(s), and will disclose to the U.S.

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 includes duties to be fulfilled after the termination of the Contract). No member of or delegate to the United States Congress shall be admitted to any share or part of this Contract or to any benefit that may arise thereupon.

I.6 Gratuities

I.6.1 The SAA 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, U.S. Senate Committee on Rules and Administration or her 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 her duly authorized representative makes such findings shall be in issue and may be reviewed in any competent court.

I.6.2 In the event this Contract is terminated as provided in Section I.6 hereof, the SAA 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 her 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.6.3 The rights and remedies of the SAA provided in this Section shall not be exclusive and are in addition to any rights and remedies provided by law applicable to this Contract.

I.7 Advertising

Clauses in the Contractor Specific Terms referencing advertising are rejected and not applicable to this

Contract. The Contractor shall not refer to its work with the Senate in commercial advertising, promotional materials, or press releases in such a 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 shall not use for promotional purposes any information related to the Contract and shall not disclose any such information to any entity outside the Senate except by express written permission of the Contracting Officer.

The Contractor shall submit any proposed commercial advertising, promotional materials, or press releases referring to its work with this purchase order to the Contracting Officer for written approval. The

Contractor shall not conduct or contribute to any news releases or press conferences pertaining to this

Contract or mention of the Senate as a customer without prior written approval of the Contracting Officer.

This clause applies to all media, including corporate and social media web sites. The Contractor shall not use the Seal of the Senate under any circumstances in any of its materials.

The Contractor shall incorporate the terms of this Section (I.7 Advertising) in any agreement with subcontractors, third-party partners, and suppliers furnishing supplies or services under this Contract.

I.8 Standards of Conduct and Restrictions

I.8.1 Contractor employees shall not solicit new business while performing task assignments at the Senate location related to performance under this Contract.

I.8.2 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.8.3 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.8.4 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.8.5 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.9 Examination of Records

I.9.1 The Contractor agrees that the Chairman of Senate Committee on Rules and Administration or any of her 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.9.2 The periods of access and examination described in paragraph I.9.1 above, for records which relate to (1) appeals under the Disputes clause of this Contract, (2) litigation or the settlement of claims arising out of the performance of this Contract, or (3) costs and expenses of this Contract as to which exception has been taken by the Chairman or any of her duly authorized representatives shall continue until such appeals, litigation, claims, or exceptions have been finally resolved.

I.10 Taxes

The United States Senate, including the SAA, is tax exempt as a federal instrumentality and pays no state and local taxes. Except as may be otherwise provided in this Contract, the price is inclusive of all federal, state, and local taxes and duties.

I.11 Privacy and Confidentiality

a. General. During the course of performance of this Contract, the Contractor may have access to information and communications considered confidential by the Senate. The Contractor shall not disclose to any other person or entity any “Confidential Information” obtained from the Senate or in connection with delivery of the services related to this Contract.

b. The term “Confidential Information” means (i) all information related to this Contract, the

Senate, and all information collected, processed or otherwise accessed by the Contractor in performing under this Contract, and any data or information collected in connection with delivery of the services related to this Contract, and (ii) all other information that is identified

(orally or in writing) as confidential or of such a nature that a reasonable person would understand such information to be confidential to the Senate.

c. The Contractor shall provide notification of any loss of or unauthorized access to Confidential

Information and shall use all efforts to mitigate the effect of such loss and to recover all Confidential Information. The Contractor shall (i) notify the applicable Senate Office within 24 hours of any suspected or confirmed incident of loss or unauthorized access to Confidential

Information and, no later than 72 hours of identifying such incident, describe in reasonable specificity and detail all Confidential Information affected, (ii) take corrective actions to eliminate any further disclosure, and (iii) work with the Senate to investigate the incident and provide an After Action Report documenting the incident, the cause, and steps taken to resolve the matter.

d. Non-Use and Non-Disclosure of Confidential Information. The Contractor shall not (i) use Confidential Information for any purpose whatsoever other than the performance of

Contractor in providing the services, or (ii) disclose Confidential Information to any third party.

It is understood that Confidential Information shall remain the sole property of the applicable

Senate Office. The Contractor shall take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information. To the extent the Contractor feels it needs to disclose Confidential Information, it may do so only after obtaining written authorization from the applicable Senate Office. In the event that a Contractor receives any legal or investigative process seeking disclosure of Confidential Information, the Contractor shall follow the terms set forth in Section I.12 above.

e. Failure to Comply. The Contractor shall preserve the confidentiality of all such information and communications and agrees not to disclose any such Confidential Information for any purposes whatsoever without the prior approval of the applicable Senate Office. Failure to comply with the provisions of this Paragraph may be grounds for Termination for Default. The Contractor is responsible for enforcing these requirements on its third-party partners and suppliers.

f. Notice. With respect to notification requirements in this Section, the Contractor may contact the Contracting Officer as to how to effectuate notice or obtain authorization from the applicable Senate Office.

g. 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

I.12 Senate Data Protection

a. Definitions.

i. “Agent of the Office of the SAA” includes a provider of electronic communication service or remote computing service commissioned or used through the Office of the SAA by a Senate office to provide such services to the Senate office, including but not limited to the Contractor, its officers, employees, suppliers, team members, agents, business affiliates, under this Contract;

ii. “Electronic Communication” means any transfer of signs, signals, writing, images, sounds, data, or information of any nature transmitted in whole or in part by wire, radio, electromagnetic, photoelectronic, or photo optical system;

iii. “Electronic Communication Service” means any service which provides to users thereof the ability to send or receive wire, wireless, or electronic communications;

iv. “Electronic Communications System” means any wire, radio, electromagnetic, photo optical or photoelectronic facilities for the transmission of wire, wireless, or electronic communications, and any computer facilities or related electronic equipment for the electronic storage of such communications;

v. “Office of the SAA” means the Office of the Sergeant at Arms and Doorkeeper of the Senate;

vi. “Provider for a Senate Office” means a provider of electronic communication service or remote computing service directly commissioned or used by a Senate office to provide such services including but not limited to the Contractor, its officers, employees, suppliers, team members, agents, business affiliates, under this Contract;

vii. “Remote computing service” means the provision to the public of computer storage or processing services by means of an electronic communications system;

viii. “Senate Data”, with respect to Senate Office, means any electronic mail or other electronic or data communication,…