2025-R-008 (RFP) Systems Engineering and Technical Assistance Multi-Award IDIQ.pdf

SECTION A – SOLICITATION/CONTRACT FORM

SOLICITATION, OFFER AND AWARD

1. CONTRACT NO.

SOLICITATION NO.

2025-R-008

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

This is a Multiple Award, Indefinite Delivery-Indefinite Quantity (IDIQ) contract supporting the U.S. Senate

Office of the Sergeant at Arms (SAA) to provide Systems Engineering and Technical Assistance (SETA), principally in the areas of procurement assistance, acquisition planning, and operations support.

B.2. Description of Services

Under a task order issued by the SAA, the Contractor shall provide technical support in the areas of information technology, telecommunications services, product assessments, website design services, data management, security, and other essential infrastructure functions.

B.3 Pricing

Fixed labor rates and labor categories for the services shall be set forth in Attachment J-02 Pricing Table, under Section J – Contract Attachments of the Contract. All pricing shall be fully burdened with all administrative costs, inclusive of local travel, local transportation, and other direct costs (ODCs).

B.4 Contract Type

The SAA plans to award multiple Indefinite Delivery/Indefinite Quantity (IDIQ) contracts utilizing Labor

Hour (LH) task orders for products and services.

a. Delivery or performance shall be made only as authorized by task orders issued in accordance with this Contract ("task orders"). The SAA shall purchase technical services by issuing a written task order signed by an authorized representative, indicating specific services, hours, total price, service dates, and/or any other special instructions. The SAA may order some, all, or none of the services stated in Section C, during the Contract term. The SAA may issue multiple task orders for services during the Contract term.

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

B.5 Term

The term of this Contract includes a base and four option periods. Base period is from date of award through twelve (12) months, with four 12-month option periods thereafter. Exercise of options will be in accordance with Section H.9 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 Contract through a modification hereto.

B.7 Pricing Schedule

The Pricing Schedule referenced in Section J – Contract Attachments contains the fixed labor rates for the

Contractor, which the SAA will use and issue LH Task Orders to the Contractor as a part of this Contract.

B.8 Contract Ceiling and Guaranteed Minimum

The maximum ceiling of this IDIQ contract is $1,000,000. There is no guaranteed minimum on this IDIQ

Contract. The SAA does not guarantee any work from this Multiple Award IDIQ Contract, as individual Task

Orders will be competed among IDIQ Contract holders.

B.9 Task Order Procedures

B.9.1 Task Orders

Any service to be provided under this Contract shall be ordered by issuance of task order(s) by the

Contracting Officer (See Section G.1, Contract Administration below). Orders shall be addressed to the

Contractor at the address in Section A, Block 11A of the Contract.

a. Funding will be provided at the task order level.

b. All Contractor price quotes must use the LH pricing referenced in Attachment J-02 Pricing Table and be presented to the SAA for evaluation.

c. Task Orders will be issued electronically by the SAA to the Contractor.

d. Delivery or performance shall be made only as authorized by task orders issued by the SAA in accordance with this Contract. The SAA shall purchase services by issuing a written task order executed by the Contracting Officer.

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

f. The Contractor shall use SAA-provided resources solely and exclusively for providing and supporting services in accordance with task orders issued under this Contract. Any and all other applications, functionality, utilization, or data are strictly prohibited on, or from, interacting with

SAA-provided resources. Unauthorized use of SAA-provided resources may result in Contract termination.

g. All task orders shall include delivery schedule and instructions or other task order information as necessary.

B.9.2 Task Order Proposal Request (TOPR)

The SAA will issue TOPRs on a LH basis to the Contractor who shall prepare and submit the Task Order quotation to the SAA with proposed labor categories, labor rates, and a total Task Order price. The SAA issuing a TOPR does not constitute an authorization to deliver the products.

Unless otherwise provided in the TOPR, the SAA will follow the below procedures for award of Task

Orders:

a. The SAA will issue a TOPR that contains a technical services statement of work (SOW).

b. The SAA will review the proposed technical approach and price to determine the best value offeror.

c. The SAA will notify the Contractor of the award by issuance of a task order.

B.9.2.1 The Contractor shall provide a brief proposal response to the SOW requirements in the TOPR issued by the SAA. Unless otherwise directed within the TOPR, the quote shall, at a minimum:

a. Address all Task Order requirements, tasks, and deliverables;

b. Describe the supervision process to be employed;

c. Contain a LH quote providing, based on the rates in Attachment J-2 Pricing Table for the applicable

Contract period.

With the issuance of a task order executed by the SAA Contracting Officer, the SAA shall assign a Task

Order number, identified as a suffix to the Contract number, for use as reference for the duration of the

Task Order term. The SAA may modify Task Orders throughout the term of the Contract, as needed.

B.10 Exclusion from Future Contracting

The scope of this Contract includes requirements definition and technical direction for the SAA. If the

Contractor is awarded a task order under this Contract, the Contractor will be excluded from any contract competition for the provision of those products and services to the U.S. Senate as a result of the

Contractor’s participation in acquisition planning or process conducted by the SAA for the Senate. The

Contractor also cannot have a financial or controlling interest in any vendor, manufacturer or distributor of recommended products or services for the U.S. Senate.

SECTION C - TASK ORDERS / STATEMENT OF WORK (SOW)

C.1 INDEFINITE DELIVERY - INDEFINITE QUANTITY ("IDIQ")

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

C.1.1 Delivery or performance shall be made only as authorized by task orders issued in accordance with this Contract (Task Orders). The SAA may issue multiple task orders for services during the Contract term.

C.1.2 All task orders are subject to approval and acceptance by the Contractor, which shall use commercially reasonable efforts to either accept or reject such orders within five (5) business days from receipt thereof.

C.1.3 Any task order issued during the effective period of this Contract and not completed within that effective period of the contract shall be completed by Contractor within the time specified in the task order. The Contract shall govern the parties' rights and obligations with respect to that task order to the same extent as if the order were completed during the Contract term.

C.2 ORDERING

C.2.1 Any products or services to be furnished under this Contract shall be ordered by issuance of Task

Order(s) by the Contracting Officer (See G.1 below). Orders shall be addressed to the Contractor at the address in Section A, Block 11A of the Contract.

C.2.2 All Task Orders are subject to the terms and conditions of this Contract. In the event of conflict between a Task Order and this Contract, the Contract shall control in accordance with Section H.1, Order of Precedence. The parties shall not use Task Orders to modify the Contract.

C.3 BACKGROUND

The SAA requires technical support services for acquisition planning, procurement assistance, and subject matter experts, in the areas of information technology, telecommunications, system and network product assessment, data management, website design services, security command center operations, and other essential infrastructure functions.

C.4 TECHNICAL SUPPORT REQUIREMENTS

C.4.1 Acquisition Planning & Procurement Assistance

The Contractor shall provide market research, acquisition and procurement support for Information

Technology (IT) and telecommunication services to review and analyze procurement documents, to include but not limited to, Statements of Work, Attachments, and Proposal Instructions and Evaluation

Criteria sections of Request for Proposals. The Contractor shall prepare and submit reports detailing any language that is unclear and any language that the Contractor perceives as giving the incumbent contractor an unfair advantage. The SAA also requires the Contractor to propose alternative language that is clear and does not give the incumbent contractor an unfair advantage.

The Contractor shall participate in the evaluation of vendor proposals, to include the review of technical, cost, and administrative proposals for accuracy and completeness. The SAA also requires the Contractor to prepare summary reports of findings and source selection documentation based on evaluation results.

C.4.2 System and Network Product Assessment

The Contractor shall provide technical assistance in the evaluation on premise and cloud-based, network products to assess technical compatibility with the Senate environment, viability of the product as it pertains to typical use cases, and the veracity of marketed functions of the product.

The Contractor’s assessment may include, but are not limited to, the following support services:

a. Develop product assessment instrumentation;

b. Coordinate technical assessments of top-level network compatibility concerns;

c. Manage use-case viability assessments with Senate office volunteers;

d. Conduct and participate in meetings with evaluators, SAA technical staff, and/or vendors, and;

e. Other ad hoc tasks requested by the SAA to conduct product assessment.

C.4.3 Website Design Support Services

The Contractor shall provide web development and design expertise to assist Senate Offices and

Committees in evaluating, selecting, and managing services performed by SAA website contractors. The

Contractor shall have web development expertise, to include knowledge of current IT security industry best practices and content management systems.

The Contractor’s website design support may include, but are not limited to, the following support services:

a. Development and validation of requirements for task order proposal requests (TOPR);

b. Issuance of TOPR to SAA contract holders;

c. Assistance with preparing responses to questions from contract holders;

d. Website development proposal evaluations;

e. Website contractor selection, and;

f. Facilitating website demonstrations between SAA contractors, Offices, and Committee.

C.4.4 Security Command Center Operations

The Contractor shall provide security command center expertise to perform continuous monitoring and tracking of security events, threats, alerts, warnings, and incidents occurring within the National Capitol

Region (NCR). The subject matter expert shall report and communicate relevant security information through command center notification systems and related emergency communication systems.

The Contractor’s security command center support may include, but is not limited to, the following support services:

a. Prepare and transmit operational and administrative messaging and updates;

b. Coordinate information and messaging for special arrivals, vehicle access, oversized equipment and material deliveries;

c. Establish command center conference bridge and act as the bridge manager while the conference bridge remains active, and;

d. Perform ancillary operational and administrative task to support the command center emergency management and security programs.

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

Contracting Officer’s Representatives (COR) are responsible for performing evaluation and ensuring adequate records are kept supporting acceptance or rejection. Acceptance will be made by the applicable

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 including Senate offices serviced or used 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 - INSPECTION AND ACCEPTANCE

E.1 Definitions

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

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

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

E.2 Inspection - General Requirements

E.2.1 The 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 Contract and any applicable Task Order 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 Contract and any applicable Task Order.

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 Contract at all reasonable times and in a manner that will not unduly delay the work.

E.3.2 If any of the goods or services provided or performed are found not to conform with Contract requirements, the SAA may require the Contractor to provide a correction or to re-perform the services again in conformity with Contract requirements, at no increase in Contract or task order 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 Contract or task order.

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 or delegate.

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 Contract or task order, if any, including those portions of the Contractor's proposal incorporated into the Contract or task order and any applicable task order SOW. 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 SAA'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 - 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

F.2 Place of Performance

All work to be completed under this Contract shall be on-site at Senate Offices and 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 SAA 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); or

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 Orders 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 Contracting Officer's Representative (COR) for task orders issued under this Contract who will be responsible for providing technical direction and control during performance of said task orders. The COR is responsible for performing inspection and ensuring that adequate records are kept supporting 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 contract requirements as long as specified contractual limits 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 will be identified by task order.

mailto:acquisitions@saa.senate.gov

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 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: 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. The invoice line numbers and descriptions must match the purchase order. Invoices must be submitted monthly or as specified in the purchase order or contract.

G.3.4 For Labor-Hour and Time and Material 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:

1. The schedule of supplies/services of this Contract and the SOW specified in any task orders issued hereunder;

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

3. 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 Reserved

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 SAA, 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 (2) 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

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 SAA, for up to four (4) additional periods, at prices specified in Attachment J-2 Pricing Table. The SAA may extend the term of this Contract by written notice to the Contractor during the period of performance of this

Contract; provided that the SAA gives the Contractor a preliminary written notice of its intent to extend at any time before the Contract expires. The preliminary notice does not commit the SAA to an extension.

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 SAA. The Contractor agrees to transfer all rights, title, and interest in the software to the SAA. 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 contains 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 SAA'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

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 Contract 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 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 SAA. 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 the U.S. 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…