SANDIA CORPORATION
SF 6432-CO (03/2016)
SECTION II
STANDARD TERMS AND CONDITIONSFOR
CONSULTANTS AND OTHER PROFESSIONAL PROVIDER SERVICES
THE FOLLOWING CLAUSES APPLY TO REQUESTS FOR QUOTATION AND
AGREEMENTS AS INDICATED UNLESS SPECIFICALLY DELETED, OR EXCEPT TOTHE EXTENT THEY ARE SPECIFICALLY SUPPLEMENTED OR AMENDED IN WRITINGIN THE COVER PAGE OR SECTION I. (CTRL+CLICK ON A LINK BELOW TO ADVANCE DIRECTLY TO THAT SECTION)
ACCEPTANCE OF TERMS AND CONDITIONS (Ts&Cs)
APPLICABLE LAW
ASSIGNMENT
BANKRUPTCY
CHANGES
COMPENSATION
CONFLICTS OF INTEREST
DEFINITIONS
EXPORT CONTROL
GRATUITIES OR KICKBACKS
INDEPENDENT CONTRACTOR RELATIONSHIP
INFORMATION SECURITY
INSPECTION AND ACCEPTANCE
NOTICE OF POTENTIAL DELAY
ORDER OF PRECEDENCE
PAYMENTS
PERFORMANCE EVALUATION PROGRAM
PROHIBITED ACTIVITIES
PRICE-ANDERSON AMENDMENTS ACT (PAAA)
QUALITY ASSURANCE PROGRAM
RELEASE OF INFORMATION
REPORTS REQUIRED BY THIS CONTRACT
RIGHTS AND INTERESTS
SANDIA-PROVIDED INFORMATION
SUBCONTRACTS
TAXES
TERMS AND CONDITIONS (Ts&Cs)
TIMELY PERFORMANCE
WAIVER
WARRANTY
WORK FOR HIRE
ADDITIONAL TERMS AND CONDITIONS
APPLY TO CONTRACTS AT ANY VALUE
APPLY TO CONTRACTS EXCEEDING $2,500
APPLY TO CONTRACTS EXCEEDING $3,000
APPLY TO CONTRACTS EXCEEDING $3,500
APPLY TO CONTRACTS EXCEEDING $10,000
APPLY TO CONTRACTS EXCEEDING $15,000
APPLY TO CONTRACTS IF $25,000 OR MORE
APPLY TO CONTRACTS EXCEEDING $30,000
APPLY TO CONTRACTS EXCEEDING $100,000
APPLY TO CONTRACTS EXCEEDING $150,000APPLY TO CONTRACTS EXCEEDING $500,000
APPLY TO CONTRACTS EXCEEDING $700,000 AWARDED TO A LARGE BUSINESS
APPLY TO CONTRACTS EXCEEDING $750,000
APPLY TO CONTRACTS EXCEEDING $2,000,000
APPLY TO ALL CONTRACTS THAT MAY INVOLVE ACCESS TO
CLASSIFIED INFORMATION
APPLY TO ALL CONTRACTS WHICH INCLUDE ANY EXPERIMENTAL, RESEARCH, DEVELOPMENTAL, OR DEMONSTRATION WORK
APPLY TO ALL WORK PERFORMED ON A GOVERNMENT SITE UNDER THIS CONTRACT
APPLY TO CONTRACTS TO BE PERFORMED ON A GOVERNMENT SITE WHENEVER THE WORK (1) COULD RESULT IN POTENTIAL EXPOSURE TO: (A) RADIOACTIVE MATERIALS; (B) BERYLLIUM; OR (C) ASBESTOS OR (2) INVOLVES A RISK ASSOCIATED WITH CHRONIC OR ACUTE EXPOSURE TO TOXIC CHEMICALS OR SUBSTANCES OR OTHER HAZARDOUS MATERIALS THAT CAN CAUSE ADVERSE HEALTH IMPACTS, IN ACCORDANCE WITH 10CFR PART 851
CITIZENSHIP STATUS
CONTRACTOR OR SUBCONTRACTOR USE OF GOVERNMENT-OWNED VEHICLES
ENVIRONMENTAL SAFETY AND HEALTH (ES&H) REQUIREMENTS
HAZARDOUS MATERIALS
PROTECTION OF GOVERNMENT PROPERTY
REQUIREMENTS FOR ACCESS
VEHICLE INSURANCE
VEHICLE MARKINGS
ACCEPTANCE OF TERMS AND CONDITIONS (Ts&Cs)
Contractor, by signingthis agreement and/or delivering items or services ordered under this agreement, agrees tocomply with all the Ts&Cs and all specifications and other documents that this agreementincorporated by reference or attachment. Sandia hereby objects to any Ts&Cs contained inany acknowledgment of this agreement that are different from or in addition to thosementioned in this document. Failure of Sandia or Contractor to enforce any of theprovisions of this agreement shall not be construed as evidence to interpret therequirements of this agreement, nor a waiver of any requirement, nor of the right of Sandiaor Contractor to enforce each and every provision. All rights and obligations shall survivefinal performance of this agreement.
APPLICABLE LAW
The rights and obligations of the parties hereto shall begoverned by this agreement and construed in accordance with the law of the state ofdelivery, except for Federal Acquisition Regulation (FAR) and FAR supplement clauseswhich shall be in accordance with federal law. The parties agree to jurisdiction in theFederal District Court, with venue in the district closest to the delivery point of the items orservices giving rise to the claim. In the event the requirements for jurisdiction in FederalDistrict Court are not present, such litigation shall be brought in the State Court closest tothe delivery point of the items or services giving rise to the claim.
ASSIGNMENT
Contractor shall not assign rights or obligations to third partieswithout the prior written consent of Sandia. When the Contractor becomes aware that a change in its ownership has occurred, or is likely to occur, the Contractor shall notify the SCR within 30 days. However, the Contractor may assign rights tobe paid amounts due or to become due if Sandia is promptly furnished an executedAssignment of Payments form. Administration of this agreement may be transferred fromSandia to U. S. Department of Energy/National Nuclear Security Administration(DOE/NNSA) or its designee, and in case of such transfer and notice thereof to theContractor, Sandia shall have no further responsibilities hereunder.
BANKRUPTCY
If the Contractor enters into any proceeding relating to bankruptcy,it shall give written notice to the Sandia Contracting Representative (SCR) responsible forthis agreement within five (5) days of initiation of the proceedings. The notification shallinclude the date on which the proceeding was filed, the identity and location of the courtand a listing of the agreement numbers for which final payment has not been made.
CHANGES
The SCR may at any time, by written notice, make changes to theStatement of Work (SOW) of this agreement. If any such change causes a difference inthe cost of or the time required for performance, an equitable adjustment shall be made inthe price and/or delivery schedule and other affected provisions. Such adjustment shall bemade by written amendment to this agreement signed by both parties. Any claim foradjustment by Contractor must be made within thirty (30) days from the date of receipt ofSandia's change notice, although Sandia in its sole discretion may receive and act uponany claim for adjustment at any time before final payment. Nothing in this clause, including
any dispute with Sandia about the equitable adjustment, shall excuse Contractor fromproceeding with the agreement as changed.
COMPENSATION
(a) Hourly Rate. Contractor shall be paid as follows: (1)Theamounts computed by multiplying the appropriate hourly rate, or rates, set forth in Section Iby the number of direct labor hours performed, which rates shall include wages, indirectcost, general and administrative expense and profit; provided; however, that the fractionalparts of an hour shall be payable on a prorated basis. Total time invoiced to Sandiapursuant to the rates set forth in Section I of this agreement shall be recorded on readilyauditable and certified correct time records. Each time record shall bear the name of theindividual, occupational classification, dates, and hours worked.
(b) Daily Rate. Sandia willpay the Contractor the daily rate, if any, stipulated in the agreement for each full day ofservice the Contractor renders hereunder, including authorized travel time as specified inbelow. "Full day of service" means the rendering of services for an amount of time whicheffectively interrupts the individual's ordinary pursuits for substantially an entire day. Thestandard "day" for work or travel is eight (8) hours. Where parts of a day are involved andthe individual can follow his usual business or profession during the rest of the day, Sandiawill pay for the period of service approximating the number of hours the Contractor is keptfrom ordinary pursuits. Payment for eight (8) hours in any one-day including travel time isthe maximum allowed, even though the Contractor's work is in excess of eight (8) hours.The Contractor shall furnish with each invoice a statement (on Sandia form) or such otherreasonable proof as Sandia may require setting forth actual time spent in the performanceof services under this agreement. Should Contractor require assistance of any kindnecessitating the expenditure of funds while rendering services under this agreement,Sandia shall be advised thereof in advance. If Sandia concurs with his/herrecommendation, Sandia will either supply what is needed directly or agree in writing toreimbursement for materials purchased by the Contractor.
(c) Living Expenses.Contractor shall be reimbursed for costs incurred for lodging, meals, and incidentalexpenses. These costs shall be considered to be reasonable and allowable only to theextent that they do not exceed on a daily basis the maximum per diem rates in effect at the
time of travel as prescribed by the Federal Civilian Employee and Contractor TravelExpense Act of 1985 (P.L. 99-234). Per diem rate schedules prescribed above, shall bemade available to the Contractor by the SCR when the agreement is finalized.
(d) Travel.
- Any travel outside the United States by the Contractor, in connection with work underthis agreement, requires advance written approval by the SCR.
- Authorized Travel.Reimbursement will be limited to airfare costs of the lowest customary standard, coach orequivalent airfare offered during normal business hours.
- If an hourly rate is stipulated inthe agreement, authorized travel time for which Contractor shall be paid is defined asfollows: (i)When scheduled airline transportation is available, whether or not it is utilized.Payment will be based on scheduled air travel time by most direct route between airport atpoint of origin and airport at destination where service will be performed, and return; time tobe calculated upward to the nearest half hour. In addition, actual time for travel to and fromthe airports, calculated upward to the nearest half hour, may be added not to exceed four(4) hours for the entire round trip. (ii)When scheduled airline transportation is notavailable. One (1) hour of time will be allowed for each forty (40) miles of distance traveledbetween points where air travel is not regularly scheduled, not to exceed actual time enroute. (iii)Delay enroute. Delay en route, for any reason, will not be considered incomputing payment for travel time.
CONFLICTS OF INTEREST
Contractor certifies that neither Contractor nor anyprincipal member of Contractor is a government official, an official of a political party, acandidate for political office; an officer, director, employee or affiliate of any customer orpotential customer of Sandia; and that Contractor nor any principal member of Contractorhas been convicted of or pleaded guilty to any offense involving fraud, corruption or moralturpitude and is not currently listed by any government agency as debarred, suspended,proposed for suspension or debarment or otherwise ineligible for government procurementprograms.
Contractor shall immediately disclose to the SCR any and all participation on proposal teams focused on rebid activities related to Sandia’s prime contract. Participation includes active involvement in preparing bid documents, or merely providing advice or opinions to teams exploring bidding on the opportunity. Upon receiving notification, Sandia legal counsel will determine if a mitigation plan can be executed or, alternatively, that Sandia’s contractual relationship with you must be terminated or suspended until the competition is completed.
DEFINITIONS
The following terms shall have the meanings set forth below for allpurposes of this agreement.
(a)CONTRACTmeans Purchase Order, Contract, Agreement, Price Agreement,
Subcontract, Ordering Agreement, or modifications thereof
(b)GOVERNMENT means the United States of America and includes the U.S.
Department of Energy/National Nuclear Security Administration (DOE/NNSA) or any dulyauthorized representative thereof.
(c)CONTRACTORmeans the person or organization that has entered into this agreementwith Sandia.
(d)SANDIAmeans Sandia Corporation, the management and operating contractor for theSandia National Laboratories under Contract No. DE-AC04-94AL85000 with the U.S.Department of Energy/National Nuclear Security Administration
(e) SCRmeans Sandia Contracting Representative, the only person authorized to executeand/or administer this agreement for Sandia.
(f)SDRmeans Sandia Delegated Representative. The SCR may delegate personnel asauthorized representatives for such purposes as and to the extent specified in thedelegation. Such delegation shall be in writing to the Contractor, and shall designate byname the personnel so delegated as authorized representatives. The SDR shall exerciseno supervision over the Contractor's employees. THE SDR's AUTHORITY IS LIMITEDSOLELY TO THE AUTHORITY ENUMERATED IN SUCH WRITTEN DELEGATION. THESDR HAS NO AUTHORITY TO CHANGE ANY TERM OR CONDITION CONTAINED INTHIS CONTRACT.
(g) SUBCONTRACTmeans any lower tier agreement under this agreement.
EXPORT CONTROL
(a) Any item, technical data, or software furnished by Sandia in connection with this purchase order/contract is supplied for use in the United States only. Contractor agrees to comply with all applicable U.S. export control laws and regulations, specifically including, but not limited to, the requirements of the Arms Export Control Act, 22 USC 2751 - 2794, including the International Traffic in Arms Regulation (ITAR), 22 CFR 120 - 130; the Export Administration Act, 50 USC app. 2401 - 2420, including the Export Administration Regulations (EAR), 15 CFR 730 - 774; the Atomic Energy Act of 1954, as amended (AEA); and including the requirement for obtaining any export license or agreement, if applicable. Without limiting the foregoing, Contractor agrees that it will not transfer any export controlled item, data, or services, to include transfer to foreign persons employed by or associated with, or under contract to Contractor or Contractor's lower-tier suppliers, without the authority of an export license, agreement, or applicable exemption or exception. Contractor shall immediately notify the SCR if it transfers any export controlled item, data, or services to foreign persons. Diversion contrary to U.S. export laws and regulations is prohibited.
(b) Contractor shall immediately notify the SCR if Contractor is, or becomes, listed in any Denied Parties List or if Contractor's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. Government entity or agency.(c) If Contractor is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Contractor represents that it is registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR.The Contractor shall flow down the requirements of this clause to all subcontracts.
GRATUITIES OR KICKBACKS
No gratuities (in the form of entertainment, gifts, orotherwise) or kickbacks shall be offered or given by Contractor, to any employee of Sandiawith a view toward securing favorable treatment as a supplier. Contractor shall not acceptfor or otherwise assist and employee of Sandia in transferring anything of value to anyforeign government official of any country, with a view toward obtaining, retaining orfacilitating any business with any government.
INDEPENDENT CONTRACTOR RELATIONSHIP
(a) Contractor is an independent contractor in all its operations and activities related to this contract. The workers used by Contractor to perform Work under this Contract shall be Contractor's employees, agents or subcontractors, without any relation whatsoever to Sandia Corporation.
(b) Contractor shall be responsible for all losses, costs, claims, causes of action, damages, liabilities, and expenses, including attorneys' fees, all expenses of litigation and/or settlement, and court costs, arising from any act or omission of Contractor, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this Contract.
(c) Contractor shall indemnify and hold harmless Sandia from and against any actual or alleged liability, loss, costs, damages, fees of attorneys, and other expenses which Sandia may sustain or incur in consequence of: (i) Contractor's failure to pay any employee for the Work rendered under this Contract, or (ii) any claims made by Contractor's personnel against Sandia. The Contractor shall flow down the requirements of this clause to any applicable subcontracts for services.
Contractor is not authorized to represent Sandia in any way or to bindSandia by any promise, agreement, or obligation.
INFORMATION SECURITY
Official Use Only (OUO) and Sandia Proprietary Information (SPI)
Contractor shall ensure Sandiainformation utilized in the performance of this contract is not used or disseminated for any other purpose. Contractor shall protect OUO and SPI information from unauthorized dissemination (e.g. to persons who do not require the information to perform work under this contract) and shall follow all requirements for OUO and SPI documents specified below.In addition, Contractor shall adhere to any Nondisclosure Agreement terms and conditions executed between Contractor and Sandia. In the event of conflict between such Nondisclosure Agreement and any provisions contained herein, the Nondisclosure Agreement terms and conditions shall govern.
Definition: OUO and SPIinformation are unclassified with the potential to damage government, commercial or private interests if disseminated to persons who do not have a need-to-know the information.
(a) Protection in Use: Precautions shall be taken by the contractor to prevent access to documents marked as containing OUO information by persons who do not require the information to perform their jobs or other DOE-authorized activities.
(b) Protection in Storage: Documents marked as containing OUO information shall be stored in a locked room or other locked receptacle (e.g., a locked file cabinet, desk).
(c) Reproduction: Documents marked as containing OUO information shall be reproduced to the minimum extent necessary in performance of the contract. All copies of Sandia OUO and SPI (including 3-D print prototypes) shall be protected, accessed, stored, marked, transmitted and destroyed in the same manner as the originals.
(d) Destruction: Disks shall be overwritten using approved software and destroyed. Hard copy OUO or SPI documentation shall be destroyed by using an approved shredder (strips no more than ¼ inch wide).
INSPECTION AND ACCEPTANCE
Sandia and the government may inspect alldeliverables at reasonable times and places, including, when practicable, duringmanufacture and before shipment. Contractor shall provide all information, facilities, andassistance necessary for safe and convenient inspection without additional charge. Noinspection shall relieve Contractor of its obligations to furnish all items in accordance withthe requirements of this agreement. Sandia's final inspection and final acceptance shall beat destination. Contractor shall not re-tender rejected items without disclosing thecorrective actions taken.
NOTICE OF POTENTIAL DELAY
Contractor shall strictly comply with the deliveryrequirements of this agreement. Whenever the Contractor has knowledge of any actual orpotential delay or threatened delay in the timely performance of this agreement, theContractor shall immediately give notice thereof, confirmed in writing, including all relevantinformation with respect thereto, to Sandia.
ORDER OF PRECEDENCE
Any inconsistencies shall be resolved in accordancewith the following descending order of precedence: (1) Cover Page of this agreement; (2)Section I of this agreement; and (3) SF 6432-CO, Section II.
PAYMENTS
(a) Payments on Account of Allowable Costs. Once each month(or at more frequent intervals, if approved by the Sandia Contracting Representative(SCR)) the Contractor shall submit to Sandia, Accounts Payable Department, in such formand reasonable detail as may be required by the SCR, an invoice or voucher supported bya statement of costs incurred by the Contractor in the performance of this agreement andclaimed to constitute allowable costs. Discount time will be computed from the date correctinvoice or voucher is received in the office specified in the agreement, or date ofcompletion of work under this agreement, whichever is later. Payments shall be made by electronic funds transfer. Payment shall be deemed to have been made as of the date on which the electronic funds transfer was made. Sandia may take agreement or invoice prompt payment discount. Any travel outside theUnited States by Contractor personnel, in connection with work under this agreement,requires advance written approval by the SCR.