M365_Commercial_Supply_Service__under_ 100k _17FEB15.pdf

SLAC NATIONAL ACCELERATOR LABORATORY

Terms and Conditions for Commercial Supplies and Services Under $100,000

Terms and Conditions Page 1 of 4

M365 (Rev 17 Feb 2015 )

1. DEFINITIONS

As used in this Purchase Order, the term:

a. “Item” means the commercial item or commercial component, as defined in FAR 52.202-1, ordered under the Purchase Order.

b. “Buyer” means the Board of Trustees of the Leland Stanford Jr.

University, or any duly authorized representative thereof.

c. “Government” means the Government of the United States of

America.

d. “DOE” means the United States Department of Energy.

e. “Seller” means the firm (individual person and/or entity) supplying the materials, equipment or services called for under this order.

f. “Commercial item” means

1. Any item, other than real property, that is of a type customarily used by the general public or by non- governmental entities for purposes other than governmental purposes, and –

(a) Has been sold, leased, or licensed to the general public; or

(b) Has been offered for sale, or license to the general public;

2. Services of a type offered and sold competitively in substantial quantities in the commercial marketplace based on established catalog or market prices for specific tasks performed or specific outcomes to be achieved and under standard commercial terms and conditions. This does not include services that are sold based on hourly rates without an established catalog or market price for a specific service performed or a specific outcome to be achieved. For purposes of these services-

(a) “Catalog price” means a price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or vendor, is either published or otherwise available for inspection by customers, and states prices at which sales are currently, or were last, made to a significant number of buyers constituting the general public; and

(b) “Market prices” means current prices that are established in the course of ordinary trade between buyers and sellers free to bargain and that can be substantiated through competition or from sources independent of the offerors.

2. ACCEPTANCE - CONTRACT TERMS

a. The Buyer agrees that, unless otherwise provided herein, the Seller may accept this order by performance hereof or in writing at the option of the Seller.

b. Seller, by accepting this order, agrees that (i) this order as written by the Buyer sets forth the entire order between the Buyer and the Seller and (ii) no form or document supplied by the Seller shall constitute a part of this order unless specifically accepted in writing by the Buyer.

3. PUBLICITY

Seller agrees not to release any advertising copy mentioning Buyer or quoting the opinion of any of Buyer’s employees unless such copy is approved by Buyer before release.

4. ASSIGNMENT

Neither this Purchase Order nor any interest therein nor claim thereunder shall be assigned or transferred by the Seller except as expressly authorized in writing by the Buyer; provided, that the Seller or its assignee’s rights to be paid amounts due as a result of performance of this purchase order may be assigned to a bank, trust company or other financing institution, including any Federal lending institution. Payments to an assignee shall be subject to setoff or recoupment for any present or future claims of Buyer against Seller.

5. PERMITS AND LICENSES

Except as otherwise directed by the Buyer, the Seller shall procure all necessary permits or licenses and abide by all applicable laws, regulations, and ordinances of the United States and of the State, territory and political subdivision in which the work under this order is performed.

6. TITLE AND RESPONSIBILITY

a. Title to the material and supplies purchased hereunder shall pass to the Government at the point of delivery to the Buyer; and, if purchased F.O.B. Shipping Point, delivery to the carrier by the

Seller shall be deemed delivery to the Buyer. No insurance charges will be allowed unless specifically authorized in the order.

b. Except as otherwise provided in this order (i) the Seller shall be responsible for the supplies covered by this order until they are delivered at the designated delivery point, regardless of the point of inspection; (ii) the Seller shall bear all risks as to rejected supplies after notice of rejection, except that the Buyer shall be responsible for the loss, or destruction of, or damage to, the supplies if loss, destruction or damage results from the gross negligence of officers, agents, or employees of the Buyer acting within the scope of their employment.

c. The actual total transportation charges paid to the carrier(s) by the consignor or consignee shall be reimbursed by the Seller

7. TAXES

a. Except as may be otherwise provided in this order, the selling price includes all applicable Federal taxes in effect on the date of this order but does not include any State or local sales, use, or other tax directly applicable to the completed supplies or services covered by this order nor any other tax from which the Seller or this transaction is exempt. Upon request of the Seller, the Buyer shall furnish, unless no legal basis exists therefore, a tax exemption certificate or similar evidence of exemption with respect to any such tax not included in the Seller’s price pursuant to this article.

b. Tax Withholding:

The University will automatically deduct 1099 withholdings from any invoice paid to independent contractors/consultants based on the following criteria

1. Payable to U.S. California Residents - no tax withholding but will be reported to IRS and California State Franchise Tax Board for 1099 tax reporting.

2. Payable to U.S. Non-California Residents (for work performed in California) – The University will withhold 7% California State Tax if the vendor is paid over $1,500.00 in a calendar year.

3. Payable to U.S. Non-California Residents (for work

Terms and Conditions Page 2 of 4 performed outside of California) – no tax withholding but will be reported to California State Franchise Tax Board for 1099 tax reporting.

4. Payable to Non-U.S. Residents (for work performed outside of California) – The University will withhold 30% Federal Tax. In addition, the University will withhold 7% State Tax if the independent contractor is paid over $1,500.00 in a calendar year.

5. Payable to Non-U.S. Residents (for work performed outside the U.S.) – no reporting or withholding.

6. Invoices submitted for payment, as a result of this purchase order, must clearly specify any and all hours worked in the State of California and worked outside of the State of California.

8. EXTRAS

Except as otherwise provided in this order, no payment for extras shall be made unless such extras and the price therefore have been authorized in writing by the Buyer.

9. CHANGES

Changes in the terms and conditions of the Purchase Order may be made only by the written agreement of the parties.

10. INSTRUCTIONS FOR PACKAGING

Packing and packaging shall be adequate to prevent damage when shipped by common carrier or method utilized. Any damage resulting from improper packaging, containerizing, or lack thereof shall be the liability of the Seller. The Seller shall indicate the Purchase Order number on each container or package. An itemized packing list shall be affixed to the outermost cover of each container or package. The use of biodegradable packaging materials is encouraged.

11. QUALITY OF ITEMS

All Item(s), including any materials and supplies furnished by the Seller in performance of any services, shall as a minimum: (1) be new or reconditioned and so identified and warranted as new and not of such age or so deteriorated as to impair their usefulness or safety; (2) be as warranted; and (3) not contain any counterfeit or suspect materials, parts, or components. The furnishing of reconditioned Items must be specified in the Purchase Order or approved by the Buyer’s Purchasing Representative. Types of materials, parts, and components known to have been counterfeit or suspect include, but are not limited to:

electrical components, piping, fittings, flanges, and fasteners. The Buyer will not accept any Items or any services involving the furnishing of materials or supplies found by the Buyer to not conform to these minimum requirements, notwithstanding any inspection or acceptance of delivery by the Buyer, unless such condition specifically approved in writing by the Buyer’s Purchasing representative.

12. INSPECTION

a. The Buyer reserves the right to inspect all and every part of the items under this Purchase Order, during and after completion of performance. The Buyer shall not be obligated to inspect the items, and neither the inspection nor the lack of inspection by the Buyer shall relieve the Seller of its responsibility for providing the items in accordance with the terms and conditions of this Purchase Order. The inspection or use of or payment for an item under this Purchase Order, either wholly or in part, shall not be construed as acceptance.

b. If any item or any part of it is not in accordance with the terms and conditions of this Purchase Order, the Buyer shall notify the Seller that the item is rejected. Thereupon, the Seller shall, at its own expense, take the necessary corrective action. The Buyer shall reject performance or revoke its acceptance of an item: (1) within a reasonable time after a defect is discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to a defect in the item.

13. WARRANTY

The Seller warrants that all services, supplies and equipment delivered hereunder shall be free from all defects in materials and workmanship and shall comply with all the requirements of this order. The warranty shall begin upon acceptance and extend for a period of (1) the manufacturer’s warranty period or six months, whichever is longer, if Seller is not the manufacturer and has not modified the item or (2) one year or the manufacturer’s warranty period, whichever is longer, if Seller is the manufacturer of the item or has modified it. Any defective supplies or equipment shall be promptly repaired or replaced during the warranty period at no cost to Buyer. All expenses of return shipment and reshipment to Buyer shall be borne by Seller.

14. LIMITATION OF LIABILITY

Except as otherwise provided by an express or implied warranty, the Seller will not be liable to the Buyer for consequential damages resulting from any defect or deficiencies in accepted items.

15. EXCUSABLE DELAYS

The Seller shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Seller 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, flood, epidemics quarantine, restrictions, strikes, unusually severe weather, and delays of common carriers. The Seller shall notify the Buyer in writing as soon as reasonably possible after 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 the University written notice of the cessation of such occurrence.

16. TERMINATION FOR THE CONVENIENCE OF BUYER

The Buyer reserves the right to terminate this Purchase Order, or any part hereof, for its sole convenience. In the event of such termination, Seller shall immediately stop all work terminated and shall immediately cause any and all of its affected suppliers and subcontractors to cease work. Subject to the terms of this Purchase Order, Seller shall be paid a percentage of the price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges that Seller can demonstrate to the satisfaction of Buyer using its standard record keeping system, have resulted from the termination.

Seller shall not be required to comply with the federal cost accounting standards or federal contract cost principles for this purpose. This article does not give the Buyer any right to audit Seller’s records. Seller shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

17. TERMINATION FOR CAUSE

The Buyer may terminate this Agreement for default, in whole or in part, for cause in the event of any default by the Seller, or if the Seller fails to comply with any purchase order term or condition, or fails to provide the Buyer, upon request, with adequate assurances of future performance. In the event of termination for cause, the Buyer shall not be liable to the Seller for any amount for supplies or services not accepted, and the Seller shall be liable to the Buyer for any and all rights and remedies provided by law. If it is determined that the Buyer improperly terminated this contract for default, such termination shall be deemed a termination for convenience

18. INVOICES AND PAYMENTS

Except as otherwise provided in this order, the Seller shall be paid, upon the submission of invoices or vouchers in a form satisfactory to the Buyer, the prices stipulated herein for supplies or equipment delivered and accepted or for services rendered and accepted, less deductions if any, as herein provided. Unless otherwise specified, partial payments will not

Terms and Conditions Page 3 of 4 be made. This, however, should not be construed to mean payments for partial shipments of complete items (as distinguished from components) will not be made. It shall be understood that the cash discount period to Buyer will date from the date of receipt of merchandise or the invoice, whichever is later, and not from the date of invoice. Payments shall be made by check.

19. TRAVEL

When travel is included as part of the performance under the purchase order and is set forth as a specific cost/price element in the purchase order, the following requirements shall apply:

1. Expenses for Domestic travel, lodging, meals, and incidental expenses shall be considered reasonable and allowable only to the extent that they do not exceed the maximum per diem rate in effect at the time of travel as set forth in the Federal Travel Regulations for the area of travel covered by this Purchase Order/Subcontract. The Seller/Subcontractor shall submit with its invoice, receipts or ticket stubs for items in excess of $25 for fares, lodging, parking fees, toll charges, automobile rentals, etc.

2. Any Foreign travel, if required, under this Purchase Order/Subcontract shall be conducted pursuant to the requirements contained in DOE Order 551.1, “Official Foreign Travel” or any subsequent version of the order in effect at the time of award. Note: All Foreign travel requests must be entered into the DOE Foreign Travel Management System (FTMS) within 60 calendar days before the proposed departure date. For the convenience of the traveler, the form “Request for Approval of Foreign Travel” (RAFT) is available at http://www-group.slac.stanford.edu/bsd/travel/default.htm

The RAFT must be completed and transmitted to the Buyer/Contract Specialist no later than 60 calendar days prior to the proposed departure date. Upon receipt of the Request for Approval for Foreign Travel, the Buyer/Contract Specialist shall coordinate through the UTR and SLAC Travel Office the submission of the RAFT to the DOE FTMS for review and approval.

Note: No Foreign travel shall be taken until a DOE FTMS Foreign Travel Approval Number has been obtained from the SLAC Travel Office and transmitted to the Seller/Subcontractor.

Reimbursement for Foreign travel incurred without a FTMS Approval Number will not be allowed. The SLAC Travel Office may be contacted at Phone 650-926-4346.

20. CLAUSES INCORPORATED BY REFERENCE

The FAR and DEAR clauses listed below, which are located in Chapters 1 and 9, respectively, of Title 48 of the Code of Federal Regulations, are incorporated by this reference as a part of the University's Purchase Order or Subcontract (hereinafter "Subcontract") as prescribed below.

As used in the clauses, the term "contract" shall mean the Subcontract;

the term "Contractor" shall mean the entity (hereinafter "Subcontractor") who entered into the Subcontract with the University; the term "subcontractor" shall mean the Subcontractor's subcontractor; and the terms "Government" and "Contracting Officer" shall mean the University, except in FAR clauses 52.227-1, 52.227-2, 52.227-3, 52.227-14, and 52.227-19, and DEAR clauses 970.5232-3, in which clauses "Government" shall mean the U. S. Government and "Contracting Officer" shall mean the DOE Contracting Officer for Prime Contract DE- AC02-76SF00515 with the University. The Subcontractor shall include the listed clauses in its subcontracts at any tier, to the extent applicable.

THE FOLLOWING CLAUSES APPLY TO ALL SUBCONTRACTS:

FAR 52.222-21 PROHIBITATION OF SEGREGATED FACILITIES

(FEB 1999)

FAR 52.222-26 EQUAL OPPORTUNITY (MAR 2007)

http://www.dol.gov/ofccp/regs/compliance/posters/pdf/eeo post.pdf

FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)

FAR 52.223-15 ENERGY EFFICIENCY IN ENERGY-CONSUMING

PRODUCTS (DEC 2007)

FAR 52.225-8 DUTY-FREE ENTRY (OCT 2010), if (1) supplies are identified in the Schedule to be accorded duty-free entry will be imported into the customs territory of the U.S.; or (2) other foreign supplies in excess of $15,000 may be imported into the customs territory of the U.S.

FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN

PURCHASES (JUN 2008)

FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS

(DEC 2010)

FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-

FLAG COMMERCIAL VESSELS (FEB 2006)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT

EXCEEDS $3,000:

FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (JUL

2012), but not applicable to services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications) and performed by the COTS provider ..

FAR 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO

BAN TEXT MESSAGING WHILE DRIVING (AUG

2011).

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR

$10,000 OR MORE:

FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS

UNDER THE NATIONAL LABOR

RELATIONS ACT (DEC 2010)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR

$15,000 OR MORE:

FAR 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH

DISABILITIES (OCT 2010).

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR

$25,000 OR MORE:

FAR 52.204-10 REPORTING EXECUTIVE COMPENSATION

AND FIRST TIER SUBCONTRACT AWARDS (FEB 2012)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR

SERVICES TO BE PERFORMED ON-SITE:

FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF

CONTRACTOR PERSONNEL (JAN 2011)

DEAR 952.203-70 WHISTLEBLOWER PROTECTION FOR

CONTRACTOR EMPLOYEES (DEC 2000)

DEAR 970.5223-1 DOE APPROVED WORKER SAFETY AND

HEALTH PROGRAM (DEC 2000)

DEAR 970.5223-4 WORKPLACE SUBSTANCE ABUSE

PROGRAMS AT DOE SITES – IN SUBCONTRACTS

OVER $25,000 THAT INVOLVE: (i) ACCESS TO OR

HANDLING OF CLASSIFIED INFORMATION OR

SPECIAL NUCLEAR MATERIALS; (ii) HIGH RISK OF

DANGER TO LIFE, THE ENVIRONMENT, PUBLIC

HEALTH AND SAFETY, OR NATIONAL SECURITY; OR

(iii) TRANSPORTATION OF HAZARDOUS MATERIALS

TO OR FROM A DOE SITE.

http://www-group.slac.stanford.edu/bsd/travel/default.htm http://www-group.slac.stanford.edu/bsd/travel/default.htm

Terms and Conditions Page 4 of 4

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT INVOLVES

SPECIAL ITEMS AND SERVICES:

FAR 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

FAR 52.224-2 PRIVACY ACT (APR 1984)

FAR 52.225-8 DUTY-FREE ENTRY (OCT 2010), if (1) supplies are identified in the Schedule to be accorded duty-free entry will be imported into the customs territory of the U.S.; or (2) other foreign supplies in excess of $15,000 may be imported into the customs territory of the U.S.

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT INVOLVES

SECURITY:

DEAR 952.204-77 COMPUTER SECURITY (AUG 2006) –in subcontracts that may provide access to computers owned, leased or operated on behalf of the DOE.

21. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

This Purchase Order shall consist of the Purchase Order Signature Page, and Special Provisions, these Standard Terms and Conditions, and any other referenced and incorporated clauses, provisions, and documents, which is the entire Agreement between the parties concerning the subject matter hereof and supersedes all prior proposals, representations, negotiations, or agreements, whether written or oral.

Any inconsistencies in the terms and conditions comprising this Purchase Order shall be resolved by giving precedence in the following order: (a) the Purchase Order document (b) any Special Provisions; (c) these Standard Terms and Conditions; (d) the clauses incorporated by reference hereunder; (e) any specifications; (f) any other documents exhibits, or attachments.

(END OF TERMS AND CONDITIONS)