Microsoft Enterprise Agreement

Amendment / Modification

This document is an Addendum to Commercial Agreements that modifies a License Agreement between a contractor and the U.S. Senate, Office of the Sergeant at Arms (SAA). It clarifies terms that are unacceptable to the SAA due to conflicts with Federal law, Senate Procurement Regulations, or SAA/Senate needs. Key modifications include:

• Unauthorized Obligations: Clauses requiring the SAA to pay future fees, penalties, interest, attorney fees, legal costs, or indemnify the contractor are unenforceable and deemed stricken.
• Third-Party Claims / Indemnification: Clauses giving the Contractor control over third-party claims are modified. The Contractor shall indemnify the SAA against claims arising from fraud, gross negligence, willful misconduct, or intellectual property infringement. The SAA will participate in defense under the control of the U.S. Department of Justice.
• Automatic Renewals: The SAA does not agree to automatic renewal provisions for licenses or software maintenance. Such renewals require prior express written SAA approval.
• Audit: Clauses giving the Contractor the right to audit the SAA's use of software licenses are not accepted. The SAA may conduct a self-audit upon request.
• Taxes and Fees: The SAA is not responsible for any taxes or additional charges beyond the agreed contract price, including late fees or maintenance fees.
• Incorporating other License Terms: Terms from other documents or websites are not binding unless submitted with the proposal. Third-party terms cannot be incorporated by reference after award without modification.
• Venue; Choice of Law: The agreement is governed by Federal law and Regulations. State or foreign law provisions are deleted.
• Dispute Resolution: Mandatory arbitration is not agreed to. Disputes must be resolved per Senate Regulations. Binding arbitration is not utilized. Claims are determined under the Federal Tort Claims Act. Contractors must proceed diligently with performance during disputes.
• Equitable or Injunctive Remedies: Equitable relief for infringement is only available to the extent permitted by Federal law.
• Unilateral Termination by Contractor: The Contractor cannot unilaterally terminate or suspend rights granted to the SAA. Recourse for alleged breach must be made under Senate Regulations.
• Unilateral Modification: The Contractor cannot unilaterally change license terms. Material changes require a bilateral modification.
• Advertisement: Contractors cannot reference SAA contracts in advertising in a way that implies SAA approval or endorsement.
• Confidentiality: Contractors must protect contract information and not use it except for internal evaluation.
• Data Protection After Contract Termination: Contractors must return or destroy SAA/Senate information within 30 days of termination.
• Termination for Default/Convenience: The SAA may terminate for default or convenience per specified provisions. The SAA is not liable for unaccepted services/supplies in case of termination for cause.
• Gratuities: The SAA may terminate for default if gratuities are offered to secure favorable treatment.
• Availability of Funds: Payment is contingent upon the availability of appropriated funds.
• Assignment by Licensor: Assignment of license terms by the licensor is not agreed to without SAA approval.

This Addendum modifies various sections of the underlying License Agreement, including but not limited to clauses related to obligations, claims, renewals, audits, taxes, venue, dispute resolution, termination, and confidentiality.

This document does not appear to directly alter proposal submission deadlines or evaluation criteria for an ongoing solicitation. However, it establishes specific terms and conditions that will govern any resulting contract, which bidders should consider when preparing their proposals and understanding their obligations.

Form / Attachment / Pricing Sheet

This document outlines the "Purchase Order Clauses" that apply to a Purchase Order issued by the Sergeant at Arms (SAA) Contracting Officer. It details the terms and conditions that govern the agreement between the SAA and the Contractor.

• Authority: Defines the SAA Contracting Officer's authority and the process for modifications.
• Order of Precedence: Establishes the hierarchy of documents in case of conflict, prioritizing the Purchase Order clauses over Contractor Specific Terms and the Contractor's quotation.
• Security: Requires Contractor compliance with all Senate security regulations.
• Acceptance: Outlines the SAA's right to inspect and evaluate goods/services and the Contractor's obligation to correct non-conforming items.
• Incorporating other Terms by Reference: States that referenced terms are not applicable unless submitted in full text with the quotation; subsequent incorporation requires a bilateral modification.
• Price: Details that price reductions can be offered by the Contractor, but price increases require mutual agreement.
• Taxes: Clarifies that the United States Senate is tax-exempt.
• Changes: Allows the Contracting Officer to make changes via modification or change order.
• Payment and Invoicing: Specifies invoicing procedures, payment timelines (within a reasonable time, not bound by vendor invoice dates), and required invoice content. Rejects clauses requiring payment of state/local sales taxes, late fees, interest, or penalties.
• Advertising: Rejects clauses allowing the Contractor to refer to its work with the Senate in commercial advertising without prior written approval.
• Gratuities: Outlines termination conditions related to gratuities offered by the Contractor.
• Conflict of Interest: Requires the Contractor to warrant no conflict of interest and cooperate with investigations.
• Termination for Cause/Convenience: Reserves the SAA's right to terminate the order.
• Excusable Delay: Defines conditions under which nonperformance may be excused.
• Disputes: Rejects Contractor Specific Terms regarding disputes, requiring adherence to U.S. Senate Procurement Regulations and applicable Federal law.
• Senate Data Protection: Defines terms related to Senate data and outlines Contractor obligations for protection, notification, and non-disclosure.
• Cybersecurity: Requires the Contractor to take commercially reasonable steps to protect IT assets and data.
• Data Transfer: Mandates secure treatment of Senate Data and no transfer outside the U.S.
• Artificial Intelligence Training: Reserves Senate rights regarding the use of Senate data for AI training.
• Data Return: Requires the Contractor to return or destroy SAA or Senate Data upon order conclusion.
• Incident Notification: Mandates reporting of security incidents to the SAA Security Operations Center.
• Personnel Security: Details requirements for background checks and eligibility for Contractor personnel.
• Non-Applicability: Specifies that only Federal law applicable to the U.S. Senate applies.
• Assignment: Subject to Anti-Assignment statutes.
• Change in Control: Requires Contractor notification of ownership changes.
• Government Indemnification: Rejects Contractor requests for Senate/SAA indemnification.
• Contractor Indemnities: Rejects Contractor Specific Terms that violate DOJ's jurisdictional statute.
• Renewals: Rejects clauses for automatic renewals.
• Option to Extend the Term of the Order: Outlines the process for extending the order.
• Recovery for Fraud: Preserves the U.S. Government's right to recover for fraud.
• Warranty: States that delivered items are merchantable and fit for purpose, with these terms governing in case of conflict.
• General: Designates the official communication channel and states that the Order constitutes the sole agreement.

This document is crucial for any bidder as it defines the legal and contractual framework under which the purchase order will operate. It clarifies the precedence of terms, outlines specific requirements for security, data protection, invoicing, and payment, and details conditions for termination and dispute resolution. Bidders must understand these clauses to accurately assess their ability to comply and to prepare their proposals or quotes accordingly. It also highlights specific rejections of common commercial terms, emphasizing the Senate's unique requirements.

Forms / Attachments / Pricing Sheets

This document is a pricing table for the "SAA Request for Quotation 2026-R-048". It outlines the firm-fixed-price requirements for products and services, including a base year and four option years. Offerors are instructed to provide quotations on this table.

• Pricing Structure: Firm-Fixed-Price basis.
• Shipping: F.O.B. Destination, United States Senate, Washington, DC 20510. Shipping/handling charges must be identified separately.
• Quotation Validity: Prices must be valid until 7/1/2026.
• Compliance: Quotations must comply with the "INSTRUCTIONS & SUBMISSION REQUIREMENTS" of the RFQ.
• Line Items: Details specific products and services (primarily Microsoft 365 and related GCC/Government cloud services, Azure, and Visual Studio licenses) across a Base Year (7/1/2026-6/30/2027) and four Option Years (7/1/2027-6/30/2031).
• Tenants: Pricing is broken down by various Senate tenants (GCC High, Production, Dev, Lab, Test - Commercial, Azure Commercial, Server Cloud Enrollment).
• Vendor Information: Requires mandatory company details including Company Name, Open Market/GSA/NASA SEWP status, Tax ID, DUNS/UEI, and signature.

This pricing table is critical for potential bidders as it details the specific quantities and types of software licenses and services required. Bidders must use this table to formulate their price quotes, ensuring all line items, quantities, and tenant-specific requirements are addressed. The validity period for quotes and the requirement for separate shipping charges are also key considerations for proposal preparation.

Solicitation / RFP / RFQ

This document provides instructions and requirements for submitting quotes in response to Request for Quotation (RFQ) 2026-R-048 for a Microsoft Enterprise Agreement renewal.

• Signed PRICING TABLE (Excel Worksheet) with completed vendor information.

• Applicable End User License Agreements (EULA) and referenced Contract Terms and Conditions.

• Signed ADDENDUM TO COMMERCIAL AGREEMENTS (PDF) if EULAs or Contract Terms are provided.

• For resellers: A current statement from the Original Equipment Manufacturer (OEM) authorizing the sale of the product to the Federal Government in the USA.

• For telecommunications equipment or high-impact/moderate-impact information systems: OEM STATEMENT OF COMPLIANCE, signed by the OEM, certifying compliance with Section 208 of the Legislative Branch Appropriations Act, 2020.

• Firm-Fixed-Prices on a F.O.B. Destination basis, net of shipping/handling charges.

• All applicable end user license agreements, contract terms, and conditions must be submitted in full text, in searchable PDF.

• The award will be made on a Lowest Price Technically Acceptable (LPTA) basis.

• The procurement is in accordance with Senate Procurement Regulations.

• Offerors may submit an open market quotation or a quotation in accordance with NASA SEWP, GSA Schedule, or other GWAC contracts.

• Submit documents via e-mail to Acquisitions@saa.senate.gov with the subject line “ATTN: Mashonda Walston RFQ 2026-R-048”.

• Submission deadline: May 12, 2026, by 1:00pm EST.

• Early submissions are encouraged.

• E-mails not referencing the RFQ Number in the subject line may not be accepted.

• The Sergeant at Arms (SAA) reserves the right to reject the entire quotation if any required RFQ line items are missing or differ from specifications.

• Offerors must have an active registration in the System for Award Management (SAM) database (https://www.sam.gov/).

• Resellers must supply products directly from the OEM, OEM authorized distributors, or OEM authorized distribution channels in the USA.

• OEM Statement of Compliance must be provided by a U.S. company.

• This request does not commit the SAA to pay any costs incurred in the preparation and submission of this quotation, nor to purchase or contract for any item on this RFQ.

• The SAA will not provide debriefings.

Form / Attachment / Pricing Sheet

This document is an Original Equipment Manufacturer (OEM) Statement of Compliance regarding the limitation on telecommunications equipment procurement. It serves to confirm compliance with Section 208 of the Legislative Branch Appropriations Act, 2020 (P.L. 116-94).

• The OEM attests to its compliance with the specified legislation.
• The legislation prohibits the acquisition of certain telecommunications equipment and high-impact or moderate-impact information systems, as defined by NIST.
• The form requires the Name and Title of the Certifying Officer, their Signature, and the Date.

Bidders may need to provide this completed form to demonstrate that any telecommunications equipment or information systems proposed for this opportunity comply with federal regulations, specifically Section 208 of the Legislative Branch Appropriations Act, 2020. This ensures that the procured equipment meets security and compliance standards.