021 Sandia National Laboratories Mean-h bayou-(laugh In?aCarpot-ttu HEATHER WILSON COMPANY LLC 9120 CUADALUPE TRAIL NW ALBUQUERQUE. NM 14 United States Please ?Jyoan to: SAN 01A CONTRACTING REPRESENTATIVE (SCR) SANDIA NATIONAL LABORATORIES PO Box 5800 MS 1484 Albuquerque, NM 87185-1484 (0X5) Submit Involm IO: SANDIA NATIONAL LABORATORIES ACCOUNTS PAYABLE M51385 PO BOX 5800 ALBUQUERQUE. NM 87 I 85 Invoice Status Line: (505)845-9600 Supply Chain Help Desk: phdesk?sandia.gov SECTION I Date: 25-MAR-2009 Contract Purchase Agreement: 905171 Revision: 0 This Firm Fixed Price contract between Sendia Corporation and the above named Connector is authorized for hunting commitment by the SCR named above. and it e?ecttve on the above date. ptovided tbet the ?mute: accepts the contract terms. These terms inctude Section I appended hereto and Section II aa set forth in (OJ-05). found at by lipin] the coy, of this Signature Page and returning it to the SCI. or by delivering/performing the apcei?ed items/Ionic?. you are accepting the contract terms. Authonzed Contract Representative Date Page I ot'IZ 022 Sumo:me Sandia National Laboratories th?lWil-uuhy Supplicn HEATHER WILSON COMPANY LLC Ship T0: N0 SHIPMENT United State: Ship Via: N0 SHIPMENT SECTION I Contract Purchase 905171, 0 Payment Terms Freight Terms FOB Deliver To NET 30 NOT NOT APPLICABLE APPLICABLE Effoctivc Sim Dale E?cctivc End Date Amount (USD) 01-APR-2009 0.00 Notes: All prices and amounts on this order are expressed Page 2 of 12 023 n; SECTION I sand? Nahum La boramnes Contract Purchase Agreement 905171, 0 Corpuruian Contract arms and Conditions Table of Contents Terms and Conditions ..4 A. SECTION I CLAUSES ..4 1. ORDERING AGREEMENT - BOGOAC (01-06) 2. UNFUNDED AGREEMENT 029UAP (10-99) ..4 3. PROHIBITED ACTIVITIES - 400PA (07-07) 4. STATEMENT OF WORK ..5 5. PERIOD OF PERFORMANCE ..5 6. DELEGATION 0F AUTHORITY - 404KDB (03.09) ..5 7. FOREIGN OWNERSHIP, CONTROL OR INFLUENCE OVER CONTRACTOR - GIOFO (03-08) ..6 8. CLASSIFIED MATTER REQUIREMENTS - 602CLR (1-09) ..6 9. OPERATIONS SECURITY (OPSEC) - GISOPS (04~04) ..L 10. HOMELAND SECURITY - 600HLS (03-09) ..6 II. INTEGRATED SAFETY MANAGEMENT SYSTEM (ISMS) PLAN - 61818 (01-08) ..8 12. KEY PERSONNEL - 407KKP (10~99) ..9 13. INVOICING - 812INV (09-08) ..9 14. REQUIRED CONTRACTOR GENERAL AWARENESS EDUCATION AND TRAINING - 703REQ (12-07) . IO 15. INDEPENDENT CONTRACTOR RELATIONSHIP - 434ICR (03-07) ..J 1 16. WORKPLACE 613TFW (09-07) ..1 1 17. COMPLIANCE WITH INTERNET PROTOCOL VERSION 6 (IPV6) 2941? (08-06) 18, ACQUISITION CONFLICT RESOLUTION PROCESS - 850ACR (05-08) ..12 Page 3 of12 024 SECTION 1 Contract Purchase Agreement 9051') l, Sandia National Laboratories Opus-mt for the UB.Deputmnt ?Entry by SmdlICurprliJBlJ lill Terms and Conditions A. SECTION I CLAUSES I. ORDERING AGREEMENT - 8060AC (01-06) This is a nonexclusive Ordering Agreement (0A) under which Sandia may issue Firm Fixed Price orders for items/services de?ned in the ?Scope of this Agreement." Upon receipt of an order/release, the Contractor shall furnish the material and/or services as described in the order/release. The Terms and Conditions (Ts&Cs) of this 0A are hereby incorporated into any order/release against this CA. All orders/releases will bear both the 0A and the order/release number. The Contractor shall mark packages, packing slips, invoices and correspondence with both the 0A and the order/releaSe numbers. Expiration ofthis 0A shall not affect the completion ofany outstanding orders/releases placed against this 0A. The Ts&Cs of the 0A shall remain effective for the duration of any orders/releases placed under the 0A and still in effect after expiration of the 0A. The billing rates/prices in effect at the time ofthe expiration shall remain in effect for the duration of any order/release placed under the 0A and still in effect after expiration ofthe CA. No guarantee is made or implied that any orders/releases will be issued. All orders/releases must be in writing and must be signed by a Sandia Contracting Representative. Expiration of the term shall not affect any outstanding orderslreleases. The Contractor's acceptance of an order/release shall be a commitment to furnish the items ordered, unless otherwise required on an order/release. Wherever used throughout this 0A and any documents incorporated by reference, the word "contract" shall be deemed to mean "order/release." 2. UNFUNDED AGREEMENT - 029UAP (10-99) This agreement is not funded and is not by itselfan authorization for the Contractor to perform any work. This agreement merely defines the pricing, delivery schedules and terms and conditions upon which work may be authorized in the future. Work will be authorized solely from orders/releases against this agreement. Therefore, Contractor revenue is derived solely from orders/releases against this agreement. 3. PROHIBITED ACTIVITIES - 4OOPA (07-07) Contractor shall not engage in any activity specifically related to obtaining, retaining, or facilitating business or business opportunities for Sandia inside or outside the United States. Contractor shall not express or imply that Contractor is acting for or on behalfof Sandia. The Contractor shall not have any contact with any customer or potential customer to discuss any Sandia capability or technology that may be transferred to any party, whether United States or foreign. The Contractor shall not transfer or offer to transfer anything of value to any employee, of?cer or representative of any customer or potential customer of Sandie for any purpose related to any Sandia activity or performance of this contract. Contractor shall not have any contact with any present or potential federal, state. municipal, or local government customers or commercial customers, or federal, state, municipal or local legislators or legislative personnel for the purpose ofobtaining or retaining business for Sandia Corporation. The following types ofactivities would be classified as domestic Business Development Consultant Services and are prohibited under this contract: A, Activity involving dialogue or interaction with government or commercial personnel to establish business opportunities or de?ne program requirements, including technical, operational, management, ?nancial, or contractual requrrements; B. Activity with government personnel to establish criteria for contract award, make contract award decisions, negotiate Page 4 of 12 025 SECTION 1 Contract Purchase Agreement 905 7 l. 0 Sandia National Laboratories moor-mus Uta-n? Sonata Corporaatm contracts. or administer contract performance; and C. Activity with legislators. or legislative permnnel who are involved in the authorization and appropriation process or who otherwise participate in activity involving Sandia Corporation business. Contractor shall not have any contact either inside or outside the United States with a foreign customer. or potential Customer and shall not engage in any activity speci?cally related to obtaining. retaining. or facilitating business or business opportunities for Sandia, including offset/counter trade commitments to foreign governments. in or with any foreign country or foreign lirrn by: A. Advising Sandia management in connection with business development. acquisition or retentiOn ol'such business in such environment; or B. Representing Sandia in connection with sales efforts involving any representatives of foreign customers. potential customers. foreign firms. or foreign governments. 4. STATEMENT OF WORK The Contractor shall function in an advisory role to Sandia President, EaeCutive Vice Presidents. and Vice Presidents on a broad range of national security topics. Congressional interaction strategies. relevant mission and program strategies. cyber and space initiatives. and related Idcrived areas and panels. Individual Firm Fixed Price tasit orders will be issued and will contain work estimated at a minimum of (MN) and will be priced at ?0,000.00. Domestic travel may be authorized which will be negotiated at the task order level based on the Federal Travel Regulations (FTR's). No classi?ed work or access shall begin UNTIL 'seillty clearance has been granted, in the form of an approved CSCS and Notice ofDetermlnation. Until such time as these approvals are granted. all work and access under this contract shall be UNCLASSIFIED 5. PERIOD OF PERFORMANCE Period of Performance shall begin 2009/04/0l and shall end 2009/l2/3 l. 6. DELEGATION OF AUTHORITY - 404K113 (03-09) The following Sandie personnel are hereby authorized to act as Sandia Delegated Representatives (SDRs) for the speci?c purpose(s) shown. subject to the Section ll limitations as authorized. Delegated representatives shall exercise no supervision over the Contractor?s employees. Sandia Delegated Representative(s) (SDR): Name/Org bio/Phone Number (DXG) DUTIES DELEGATED: Provide technical liaison. inspect and accept deliverables. review invoices. approve all domestic and foreign travel in accordance with CPR400.3.13 Page 5 of II 026 Sandia National Laboratories SECTION I Contract Purchase Agreement 905171, 0 Operated forth: (15.0!de of In?nity SmdlaCorpontlon With regard to foreign travel, the Sandia Delegated Representative (SDR) will ensure the Contractor has successfully completed the required training (ECIOO and FCPAIOO), will obtain the required advance approval of foreign travel. for the Contractor using Sandia's Foreign Travel Of?ce, and will ensure that the required post-travel trip report has been submitted, in accordance with the requirements of CPR 400.3.13. The SDR will maintain copies of all required documentation. NOTE: The Sandra Contracting Representative (SCR) is the only person who can legally obligate Sandia for the expenditure offunds, change scope and/or level of effort and/or terms and conditions, negotiate, and sign documents legally binding Sandia. COMMITMENTS, OBLIGATIONS OR PROMISES, IMPLIED OR EXPRESSED, BY SANDIA PERSONNEL OTHER THAN THE SCR DO NOT BIND SANDIA IN ANY MANNBR. 7. FOREIGN OWNERSHIP, CONTROL OR INFLUENCE OVER CONTRACTOR - 6IOFO (03-08) The requirements of Section II Clause, DEAR 952.204-2, Security, apply to this contract. See URL address: for compliance requirements. 8. CLASSIFIED MATTER REQUIREMENTS - 602CLR (1-09) DEAR Clause 952204-70 entitled, has been incorporated into this solicitation/contract. See for compliance requirements. Further security speci?cations are identi?ed on the Classi?cation Security Classi?cation Speci?cation (CSCS) form provided under separate cover to the contractor's Facility Security Of?cer. Contractor is required to adhere to the CSCS security speci?cations. (EXCEPTION: If no CSCS form is applicable due to Individual clearance not af?liated with a company, then the Classi?cation Listing for Matter to be Accessed is provided to Contractor as: Top Secret Restricted Data (TSRD) llnformation.) 9. OPERATIONS SECURITY (OPSEC) - GISOPS (04?04) Operations Security (OPSEC) as used herein means a process designed to disrupt or defeat the ability of foreign intelligence or other adversaries to exploit sensitive US. Department of Energy/National Nuclear Security Administration activities or information and to prevent the unauthorized disclosure ofsuch information. Contractor agrees to participate in the US. Department of Energy Operations Security (OPSEC) program de?ned in DOE Order 470.4-4, as amended. In addition?to security requirements that may be contained elsewhere in the Purchase Order (PCs) or contract, OPSEC requires the Contractor to: A. Protect classi?ed sensitive and propriety information on Sandia P05, contracts. and all performance thereunder, to preclude the dissemination of such information except as provided for in Section II, Clause titled, "Release of Information." B. Assure that all Contractor employees given access to Sandie POs, contracts, and information concerning the performance of work thereunder, shall be made aware of the need to protect such documents and information. C. Notify the Sandia OPSEC Program Manager by calling 505/844-5244 ofany request for information on Sandia or Sandia POs, and/or contracts not directly related to that needed for contract performance. 10. HOMELAND SECURITY - EODHLS (03-09) A. PROCESS REQUIREMENTS FOR OBTAINING PHYSICAL ACCESS The performance of this contract requires that cleared employees of the Contractor have physical access to Department of Energy/ National Nuclear Security Administration owned or leased facilities; however, this clause does not control requirements for an employee?s obtaining a security clearance. The Contractor understands and agrees that Page 6 of l2 027 Sandia National Laboratories SECTION i DWI-dummy? Contract Purchase Agreement 905171, 0 Sandi: Corporation has a prescribed process with which the Contractor and its cleared employees must comply in order to receive a security badge that allows such physical access. The Contractor further understands that it must propose employees whose background offers the best prospect ofobtaining a security badge, considering criteria which can be reviewed below in paragraph D. B. PROCEDURAL COMPLIANCE WITH PROCESS FOR OBTAINING PHYSICAL ACCESS I. The Contractor shall in initiating the process for gaining physical access, ensure: with procedures established by in providing its cleared employee(s) with any forms directed by that the employee properly completes any such forms; and that the employee(s) submits the forms to the person designated by the Sandia Contracting Representative (SCR). 2. The Contractor shall in completing the process for gaining physical access, ensure that Contractor's cleared employee: cooperates with the officials responsible for granting access to owned or leased facilities; and provides additional information, requested by those officials. C. SECURITY CLEARANCE DENIAL The Contractor understands and agrees that may unilaterally deny a security badge to an employee and that the denial remains effective for that employee unless subsequently determines that access may be granted. Upon notice from that an employee's application for a security badge is, or will be denied, the Contractor shall identify and submit the forms referred to in subparagraph ofthis clause for the substitute employee. The denial ofa security badge to individual employees by shall not be cause for extension ofthe Period of Performance (POP) ofthis contract Or any Contractor claim against Sandia or the D. SECURITY CLEARANCE REVOCATION REPORTING Contractors must notify, within two working days followed by written con?mration within the next ten working days, the Sandia Contracting Representative ofthe following cenditions affecting the status ofan applicant's or employee's access authorization. Additionally, the Contractor must notify, within two working days followed by written confirmation within the next ten working days, the Sandia Personnel Security Department when made aware of information of personnel security interest. This includes, but is not limited to, involuntary termination for reasons that may affect clearance eligibility. Such information must be characterized as reliable and relevant and create a question as to an individual's access authorization eligibility as exempli?ed in 10 CPR 710.3 Derogatory information which shall be reported to the Sandia Personnel Security Department shall include, but is not limited to, information that the individual has: Committed, prepared or attempted to commit, or aided, abetted or conspired with another to commit or attempt to commit any act of sabotage, espionage, treason, terrorism, or sedition. Knowingly established or continued a sympathetic association with a saboteur, spy, terrorist, traitor, scditionist, anarchist, or revolutionist, espionage agent, or representative of a foreign nation whose interests are inimical to the interests of the United States, its territories or possessions, or with any person advocating the use of force or violence to overthrow the Government of the United States or any state or subdivision thereof by unconstitutional means. Knowingly held membership in or had a knowing affiliation with, or has knowingly taken action which evidences a sympathetic association with the intent of furthering the aims of, or adhering to, and actively participating in, any foreign. or domestic organization, association, movement, group, or combination ofpersons which advocates or practices the ofacts of force or by unlawful means. Publicly or privately advocated, or participated in the activities ofa group or organization, which has as its goal, revolution by force or violence to overthrow the Government ofthe United States or the alteration ofthe form ofGovernment ofthe United States by unconstitutional means with the knowledge that it will further those goals. Parentfs), brother(s), sister(s), spouse, or residing in a nation whose interests may be inimical to the interests of the United States. Deliberater misrepresented, falsi?ed, or omitted signi?cant information from 3 Personnel Security Questionnaire, a . Questionnaire for Sensitive National Security Positions, a personnel quali?cations statement, a personnel secunty intervrew, Page 7 of 12 028 Sandia National Laboratories SECTION I Wmmhugnwm?hmw Contract Purchase Agreement 905171, 0 Sandia Cnrpontlon written'or oral statements made in response to of?cial inquiry on a matter that is relevant to a determination regarding for DOE access authorization, or proceedings Conducted pursuant to 10 CFR Part 710.20 through 10 CFR Part . l. (3) Failed to protect classified matter, or safeguard special nuclear material; or violated or disregarded security or safeguards regulations to a degree which would be inconSistent With the national security; or disclosed classi?ed information to a person unauthoriaed to receive such information; or violated or disregarded regulations, procedures, or guidelines pertaining to information technology systems. An illness or mental condition of a nature which, in the opinion of a or licensed clinical causes, or may cause, a signi?cant defect injudgment or reliability. Refused to testify before a Congressional Committee, Federal or state court, or Federal administrative body, regarding charges relevant to eligibility for DOE, or another Federal agency's access authorization. 0) Been, or is, a user of alcohol habitually to excess, or has been diagnosed by a or a licensed clinical as alcohol dependent or as suffering from alcohol abuse. (it) Traf?cked in, sold, transferred, possessed, used, or experimented with a drug or other substance listed in the Schedule of Controlled Substances established pursuant to section 202 of the Controlled Substances Act of 1970 (such as marijuana, cocaine, amphetamines, barbiturates, narcotics, etc.) except as prescribed or administered by a physician licensed to dispense drugs in the practice of medicine, or as otherwise authorized by Federal law. Engaged in any unusual conduct or is subject to any circumstances which tend to show that the individual is not honest, reliable, or trustworthy; or which furnishes reason to believe that the individual may be subject to pressure, coercion, exploitation, or duress which may cause the individual to act contrary to the best interests of the national security. Such conduct or circumstances include, but are not limited to, criminal behavior, a pattern of ?nancial irresponsibility, conflicting allegiances, or violation of any commitment or promise upon which DOE previously relied to favorably resolve an issue of access authorization eligibility. E. BADGE RETURN The Contractor shall return the badge(s) or other eredentialfs) provided by Sandia or pursuant to this clause, granting physical access to or leased facilities by the Contractor?s employee(s), upon: 1. the termination ofthis contract; 2. the expiration ofthis contract; 3. the termination ofan individual performing work under this contract or any subcontractor employees performing work under this contract; or 4. demand by Sandia or the for return ofthe badge. F. APPLICABILITY T0 SUBCONTRACTORS The Contractor shall include this clause in its entirety, in any subcontract at any tiers awarded in the performance of this contract, in which a cleared employee(s) of the subcontractor will require physical access to or leased facilities. G. LAWS AND REFERENCES 1. Homeland Security Presidential Directive 12 August 27, 2004, 2.html. 2. Federal Information Publication 201 entitled: "Personal Identity Veri?cation (PW) of Federal Employees and Contractors", March 2006, It. INTEGRATED SAFETY MANAGEMENT SYSTEM (ISMS) PLAN - 61818 (01-08) In performing the work under this contract, the Contractor shall perform work safely, in a manner that ensures adequate protection for employees, the public, and the environment and shall be accountable for the safe performance of work. The Contractor shall manage and perform work in accordance with a Plan that ful?lls the requirements of DEAR 970.5223-1 - Integration of Environment, Safety, and Health Into Work Planning and Execution. Page 8 of 12 029 Contract Purchase Agreement 90517], 0 Sandia National Laboratories SECTION I SmdlaCurporltloa Ifthe work on the contract is performed on a Department of Energy/National Nuclear Security Administration Site, the Contractor shall comply with Sandia?s ISMS Plan and Sandia's Environmental, Safety, and Health Manual, as well as any other srte speci?c additional safety requirements. However. the Contractor may choose to submit its own ISMS Plan (to accordance DEAR 970.5223-1) and/or Safety Plan. and request that its plan(s) be approved for use in lieu ofthe Sandia ISMS Plan andfor Manual. The Contractor must clearly identify the plan submitted as either an ISMS Plan or a Safety Plan, or both. Sandia's Manual can be found at under the tab. Sandia?s ISMS Plan can be found at the same website under the "Policies?l tab. Any work performed by the Contractor on a site prior to the issuance of ?nal written approval of any plan submitted by the Contractor shall be performed in compliance with Sandia's ISMS Plan and Sandia's Manual. This requirement operates in addition to any other speci?cations or requirements included elsewhere in this contract. Contractor shall ?ow down these requirements to all applicable lower tier subcontractors. 12. KEY PERSONNEL - 407KKP (10-99) The personnel whose name(s) appear(s) below is/are important for the successful performance of this contract. The Contractor agrees to assign such personnel to the performance of the work under this contract and shall not reassign or remove any of them without the consent ofthe SCR. Whenever, for any reason. one or more ofthe aforementioned personnel is/are unavailable for assignment for work under the contract, the Contractor shall, with the approval ofthe SCR, replace such personnel with personnel of substantially equal abilities and quali?cations. Heather Wilson 13. INVOICING - SIZINV (09-03) Contractor shall submit an original invoice within thirty (30) days ofdelivery of goods or services or once within the Period of Performance in accordance with contract Terms and Conditions. Invoices may be submitted either by US. Mail addressed as shown below, or by electronic means as described in the Electronic Invoicing Option in part of the following Invoicing Instructions: INVOICING Any deviation from the following invoicing instructions, including invoices delivered to a street address, MAY DELAY PAYMENT. A, Submittal Requirements: All invoices submitted to Sandia National Laboratories must: I. be addressed as follows, unless otherwise speci?ed in the Contract, or use of the Electronic Invoicing Option has been arranged with Sandia Accounts Payable: Sandia National Laboratories Accounts Payable PO Box 5800 MS 1385 Albuquerque, NM 87185 2. include the Sandia Purchase Order (PO)/contract document number as it appears in the PO/contract, 3. include the Contractor's name exactly as stated in the PO/contract, 4. identify Contractor's unique invoice number and date. 5. for each item invoiced, identify the line item number, number and quantity exactly as stated in the Sandia PO/contract, 6. ifthc PO/contract allows partial shipment, identify quantity ofitems remaining to be shipped, 7. include any applicable freight charges (including freight forwarder charges paid by Contractor), 8. include freight bill for any freight charges of $50 or more. 9. indicate whether invoice is the ?nal invoice. Page 9 of 12 O30 SECTION I Contract Purchase Agreement 905171, 0 OpuutiknthIUS Sandi: Corporation Sandia National Laboratories Notes: If Contractor has more than one Sandia contract, invoice each PO/contract separately. Payment terms begin upon receipt ofinvoice by Sandia Accounts Payable. In order for payment to occur, any freight charges invoiced separately by either a freight carrier or a sub-tier supplier must include: Sandia contract number, and if available, Sandia project and task number, and organization number. lfContraetor owes Sandia money, repayment is expected from the Contractor. If not received, offset will occur against Contractor's invoice(s) Do not submit duplicate invoices B. Electronic Invoicing Option: Sandia National Laboratories offers Contractors the option to submit invoicing electronically via Sandia's web-based iSupplier portal. Information on using Sandia?s Electronic Invoicing Option can be obtained from Accounts Payable directly by e-mailing apinvoice@sandia.gov. C. Payment Method: Sandia?s standard payment mechanism is Electronic Funds Transfer (EFT) accompanied by email noti?cation following the execution of an EFT payment. if not already signed up to receive EFT from Sandia, upon contract award, Contractor shall submit an Electronic Funds Transfer Agreement (Form SF 9424-EFT), located at to Accounts Payable Supplier Data Management Team at isupplier@sandia.gov. D. Payment Information: Payment information may be obtained by e-mailing the Supply Chain Helpdesk at phdesk@sandia.gov for a usemame and password for online viewing ofthe status of payments, or by calling (505) 845-9600. E. For Fixed Rate contracts, the invoice must itemize all charges by rate type and quantity associated with the billing period as agreed to in the contract per the Allowable Charges clause. lfrates are hourly labor rates, Contractor must provide time records for all hours worked during the billing period with each invoice. F. For Labor Hour and Time and Material contracts, invoices must identify and explain the following cost elements billed to the contract the contract?s Allowable Charges clause. 1. Total Payment Amount Due 2. Labor Hours: Itemizc the labor hours by the applicable Labor Category and Loaded Hourly Billing Rate. 3. Materials, Supplies, and Other Direct Costs ifthese are Allowable Charges (including subcontracted labor): List and describe itemized charges for this billing period. 4. Travel, ifan Allowable Charge: itemize, list destination, and describe all costs associated with travel which are billable to this contract. (Only foreign travel which received advance approval from DOE will be reimbursed.) 5. Expense or Material Handling Charge (ifallowed per the Allownble Charges clause) G. For Cost Reimbursable contracts, invoices must itemize and explain all elements ofdirect and indirect costs being submitted to Sandia for reimbursement. Invoices submitted for cost reimbursable contracts shall identify any fee installment which is being submitted for payment on the invoice, as determined by the Sandia Contracting Representative. 14. REQUIRED CONTRACTOR GENERAL AWARENESS EDUCATION AND TRAINING - 703REQ (12-07) Any Contractor personnel who will perform work on a Government site shall have completed the training (any refresher training) as specified in this clause if Contractor personnel meet the requirements noted below. Contractor shall certify to Sandia completion ofall required training on the Completion Record for Contractor Administered Training form. This form is located obtained from the SDR. Contractor shall provide the completion record form for any required training to the Sandia Delegated Representative (SDR) named in Clause ofthis contract (or to the Sandia Contracting Representative only if Clause 404-KDB has not been incorporated into the contract) on the ?rst day of commencement ofthe affected work activity. Any person not having completed all required general awareness training requirements may be denied access to any Government site and the contract may be terminated for default. Page IO of 12 O31 . . . SECTION I sand? National Laboratories Contract Purchase Agreement 905171, 0 09.16:! ft ttu U3 dhuulry Sandi: Corporation Requirement: If Contractor employees perform any work on a Government site and the Contractor employees will have unescorted access, then those Contractor employees must have completed: Awareness (to be completed every 12 months). If the Contractor employee will have access to or process Sandia information, then those Contractor employees must have completed: Annual Counter Intelligence Training (to be completed every 12 months). This course was once a part of SEC 100. Requirement: If Contractor employees have or will have any access to Sandia computers, then those Contractor employees must have completed: 00 Integrated Computer and Information Security Training (to be completed every 12 months). Requirement: If Contractor employees have or will have a clearance, then those employees must have completed: SECOSO Initial Security Brie?ng. Requirement: Any Contractor employee with a clearance shall have completed: 50 Comprehensive Security Brie?ng, and SECIOO Annual Security Refresher Brie?ng (to be completed every 12 months). The Contractor shall complete any training that may be required in the ?Jture as a result ofpossible changes in the Security and requirements. The Contractor will find a listing ofthese courses at the following URL: 15. INDEPENDENT CONTRACTOR RELATIONSHIP - 434ICR (03-07) A. Contractor is an independent contractor in all its operations and activities related to this contract. The employees used by Contractor to perform Work under this Contract shall be Contractor?s employees without any relation whatsoever to Sandia Corporation. B. Contractor shall be responsible for all losses, costs, claims, causes ofaction, damages, liabilities, and expenscs, including attorneys' fees, all expenses oflitigation and/or settlement, and court costs, arising from any act or omission of Contractor, its of?cers, 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: l. Contractor's failure to pay any employee for the Work rendered under this Contract, or 2. any claims made by Contractor's personnel against Sandia. The Contractor shall ?ow down the requirements of this clause to any applicable subcontracts for services. 16. WORKPLACE - 613TFW (09-07) Effective March 1, 2007, Sandia is a tobacco-free workplace. This policy applies to all Members ofthe Workforce (MOW), and includes all Sandia employees, contractor and subcontractor employees at any tier, govemment employees, and visitors. The use of all tobacco products, including cigarettes. cigars, cigarillos, pipes, chewing tobacco, and snuff, is prohibited on all Sandia property. Sandia property includes SNL vehicles, building interiors, exteriors, walkways, parking lots, fenced areas and portions of buildings controlled by Sandia. Additionally, the policy is applicable to the interiors of personal vehicles parked on Sandia controlled property. 17. COMPLIANCE WITH INTERNET PROTOCOL VERSION 6 (IPVG) 294 IP (08-06) If this contract involves the acquisition of lnforrnation Technology (IT) that uses Internet Protocol (IP) technology, the Page ll ole rift?'? - 032 SECTION i Contract Purchase Agreement 905171, 0 Sandia National Laboratories U5 bunny by Sandi: Corporation contractor agrees that: (I) all dcliverables that involve IT that uses IP (products, services, software, etc.) will comply with standards and interoperate with both and systems and products; and (2) it has technical support for development and implementation and ?elded product management available. If the contractor plans to offer a deliverable that involves IT that is not initially compliant, the contractor agrees to: obtain the Sandia Contracting Representative's approval before starting work on the deliverable; (2) provide a migration path and ?rm cornmitment to upgrade to for all application and product features by June 2008; and (3) have technical support for development and implementation and ?elded product management available. Should the contractor ?nd that the statement of work or speci?cations of this contract do not conform to the standard, it must notify the Sandia Centracting Representative of such nonconforrnance and act in accordance with instructions of the Sandia Contracting Representative. 18. ACQUISITION CONFLICT RESOLUTION PROCESS - SSOACR (05-08) Sandia encourages openI honest communication between suppliers, Contractors, and the Sandia Contracting Representative (SCR) in resolving a concern. It is always best to resolve issues in an open atmosphere between the suppliers, Contractors, and SCRs without escalating the problem. The goal is to ensure timely resolution ofthe problem without undue expense to either parties involved. It is the intent of Sandia to resolve supplier and Contractor concerns through a Con?ict Resolution Process, that is timely, includes several options, is easy to use, and provides satisfactory results to both the supplier. Contractor, and Sandia. This process is described at the following URL address: gov/bus-ops/scm/ forms/policyr?sand2007j 107_P_Acqui sitionCon ?ict-res.pdf Among the options available is for the suppliers and Contractors is to use the Sandia Ombuds Of?ceat (505) 844-9763 (New Mexico) or (925) 294-3655 (California) to address concerns regarding Sandia procurement actions. By submitting a response to the solicitation, the supplier agrees to use the Acquisition Con?ict Resolution Process at the URL listed to resolve award controversies. After award of a contract/agreement, the Contractor agrees to the Acquisition Con?ict Resolution Process at the URL listed to resolve any contract/agreement disputes that occur during the performar. of the contract/agreement. Page 12 ole