RFQ-2021-R-051 Anomali ThreatStream Platform Purchase Order Clauses - APRIL 2021 v2.0.pdf

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Purchase Order Clauses

The following clauses apply to this Purchase Order:

1. Authority. This Purchase Order (“Order”) is issued and administered by the Sergeant at Arms (SAA) Contracting Officer or delegate (“Contracting Officer”). The Contracting Officer is authorized to make modifications and decisions regarding this Order, subject to authority delegated to the Contracting Officer. No modifications shall be effective without a written Change Order.

2. Order of Precedence. The following documents are hereby incorporated into this Order and any inconsistency herein shall be resolved by giving precedence in the following order:

a. Pricing Table;

b. Scope of Work (if applicable);

c. Purchase Order Clauses, set forth in this document;

d. Addendum to Commercial Agreements (if applicable);

e. Contractor’s GWAC Terms & Conditions (GSA Schedule/NASA SEWP/Other

GWAC) if quotation is subject to those terms and conditions; and,

f. Contractor’s quotation or proposal referenced in the Order.

3. Security. The Contractor shall comply with all Senate security regulations and procedures that pertain to vendors and suppliers in the performance of this Order.

4. Acceptance. The SAA has the right to inspect and evaluate all goods and services provided or performed under this Order at all reasonable times and in a manner that will not unduly delay the work. If any of the goods or services provided or performed do not conform to Order requirements, the Contracting Officer may require the Contractor to correct or to re-perform the services in conformity with Contract requirements, at no increase in Order price. Goods and services provided to the Senate must, at a minimum, comply with the technical features and functionality represented or warranted by the Contractor including, but not limited to, the Contractor quotation incorporated into this Order.

5. Incorporating other Terms by Reference. Any terms and conditions referenced as hyperlinks, or in other documents including third party terms, are not applicable to this Order unless submitted in full text, in searchable PDF, with the quotation. Incorporation of any terms and conditions after the time of award may only be performed by bilateral modification with the approval of the Contracting Officer. Any OEM or third party supplier shall be brought into the negotiation, if applicable. All Contractor Specific Terms that incorporate third party terms by reference are hereby rejected.

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

7. Taxes. The United States Senate, including the SAA, is tax exempt as a Federal instrumentality and pays no state or sales taxes. Except as may be otherwise provided in this Order, the price excludes all applicable Federal, state, and local taxes and duties.

8. Changes. The Contracting Officer may at any time, by written order, make changes within the general scope of this Order. If such change causes an increase or decrease in the cost or time required for the performance of any or part of the work under the Order, an equitable adjustment may be made in the price, delivery schedule, and shall be modified in writing accordingly. Any claim by the Contractor for adjustment must be asserted within thirty days from the date of receipt by the Contractor of the notification of change.

9. Payment Terms. The Senate shall pay the Contractor within a reasonable after receipt of invoices approved by the Contracting Officer or his designee and does not pay late payment fees, interest, penalties, or equivalent charges. The Contractor shall submit invoices electronically upon acceptance of deliverables. At a minimum, the invoice shall reflect: the company letterhead with name, address, telephone number, remittance address, billing or AR email address, the Order number, a description of the service with reference to the purchase order line number, and period of performance for services rendered. For Time and Material Orders: breakdown by task, hours worked and billed, and other direct costs at a minimum every two weeks for use by the Senate in reconciling and verifying invoices for payment. For Blanket Purchase Orders: order dates, order placed by and shipment dates. Each line item (quantity and united price) on invoice must accurately cross-foot and all resulting line-item amounts must foot to the total invoice amount. Electronic Invoices for payment will be in a non-editable file such as PDF, TIFF, JPEG or other common image format. The Contractor is responsible for ensuring invoices are submitted in the correct format. Invoices are subject to acceptance for payment purposes and must be legible. Original Invoice shall be sent electronically to AP@saa.senate.gov. The subject line of the email must contain vendor name, purchase order number and invoice number.

FAXED COPIES ARE NOT ACCEPTED. Do not include invoice with shipment or send to Senate technical representative or buyer. Contractor questions regarding payment information should be directed to the email address above.

10. Advertising. Clauses in the Contractor Specific Terms referencing advertising are rejected and not applicable to this Order. The Contractor agrees not to refer to its work with the Senate in commercial advertising 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

April 2021 v2.0 3 superior to other goods or services. Without limiting the scope of any provision of the Order, the Contractor specifically agrees that it will not use for promotional purposes any information related to the Order and will not disclose any such information to any entity outside the Senate except by express written permission of the SAA.

11. Gratuities. The Senate may, by written notice, terminate for Default the right of the Contractor to proceed under this Order if it is found gratuities (e.g., 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 towards securing a favorable treatment with respect to awarding or the making of any determination with respect to the performing of this Order.

12. Conflict of Interest. The Contractor warrants it has no conflict of interest, direct or indirect, financial or otherwise, which would be applicable to the performance of the obligations covered by this Order and agrees to fully cooperate with any investigation of the allegation(s).

No member of or delegate to US Congress shall be admitted to any share or part of this Purchase Order or to any benefit that may arise thereupon.

13. Termination for Default. The Contracting Officer may, be written notice of default to the Contractor, terminate the whole or any part of this Order in any one of the following circumstances:

a. If Contractor fails to make deliver of the supplies or to perform the services within the time specified; or

b. If Contractor fails to perform any of the other provisions of this Order or so fails to make any progress as to endanger performance of this Order in accordance with its terms, and if either of these two circumstances does not cure such failure within a period of ten days (or such longer period as the Contracting Officer may authorize in writing) after receipt of written notice from the Contracting Officer specifying such failure. If this Order is terminated as provided in this clause, the Contracting Officer in addition to any other rights provided hereunder may withhold from amounts otherwise due Contractor for such completed supplies, materials, or services performed such sum as the Contracting Officer determines to be necessary to protect the Senate. If after notice of termination of this Order, the Contracting Officer determined in writing the Contractor was not in default or that the default was excusable, the rights and obligations of the parties shall be the same as if a notice of Termination of Convenience

14. Termination for Convenience. The Contracting Officer, in writing, may terminate this Order, in whole or in part, when doing so is in the best interest of the Senate. Should the Contracting Officer terminate this Order for convenience, the Senate shall be liable only for payment in accordance with the payment provisions of this Order for services rendered prior to the effective date of termination.

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15. Excusable Delay. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, strikes, unusually severe weather, or delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

16. Disputes. Clauses in the Contractor Specific Terms referencing disputes, including choice or law and venue, are rejected and not applicable to this Order All disputes arising under this Order, 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.

17. Equitable Remedies. In the absence of a direct citation to such a statute, all clauses in the Contractor Specific Terms referencing equitable remedies are rejected and not applicable to this Order.

18. Non-applicability. Only Federal law that is applicable to the U.S. Senate shall apply to this Order. Non-applicable Federal law, such as but not limited to the Prompt Payment Act (31 U.S.C. §§ 3901 et. seq.), Freedom of Information Act (5 U.S.C. § 552), and Contract Disputes Act of 1978 (41 U.S.C. §§ 7101 et seq.), do not apply to the SAA or Senate and shall not apply to this Order.

19. Assignment. 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.

20. Government Indemnification. In the event the Contractor is seeking Senate or SAA agreement to indemnification, an agreement to indemnify in advance of an appropriation violates anti-deficiency laws (31 U.S.C. § 1341 and 41 U.S.C. § 6301) since the Senate or SAA would be committing to pay an unknown amount at an unknown future time. All Contractor Specific Terms referencing customer indemnities are hereby rejected.

21. Renewals. All Contractor Specific Terms that provide for automatic renewals violate the Anti- Deficiency Act and are hereby rejected. This is an obligation in advance of an appropriation that violates anti-deficiency laws (31 U.S.C. § 1341 and 41 U.S.C. § 6301).

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22. Option to Extend the Term of the Order. The following clause applies if option periods have been identified in the Order.

(a) The SAA may extend the term of this Order by written notice to the Contractor during the period of performance of this Order; provided that the SAA gives the Contractor a preliminary written notice of its intent to extend at any time before the order expires.

The preliminary notice does not commit the SAA to an extension.

(b) If the SAA exercises this option, the extended Order shall be considered to include this option clause.

23. Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this Order. In the event that the terms of the Contractor’s standard commercial warranty conflict with the warranty terms contained in this clause, the terms of this clause will govern this Order, unless some other resolution is specified in the award document.

24. General. All communications pertaining to contractual and/or administrative matters under this

Order should be addressed to Acquisitions@saa.senate.gov. This Order and any written modifications is the sole agreement between the Senate and Contractor relating to the subject matter hereof, and supersedes all prior understandings, writing, proposals, representations, or communications, oral or written, of either party.