2-IFB-80514 - PROVISION OF ACCESS CONTROL SYSTEM - PART II FINAL.pdf

IFB 2025/80514

INVITATION FOR BIDS

IFB – 80514

PROVISION OF ACCESS CONTROL SYSTEM

FOR NATO HEADQUARTERS

PART II – SPECIAL TERMS AND CONDITIONS

TABLE OF CONTENTS

1. DEFINITIONS AND ACRONYMS

2. CONTRACTOR’S DUE DILIGENCE OBLIGATIONS AND REPRESENTATIONS

3. SCOPE

4. ACCEPTANCE

5. CONTRACT TYPE

6. PRICES, AUTHORISED COSTS, AND ECONOMIC PRICE ADJUSTMENT

7. TECHNICAL DIRECTION

8. ORDERING

9. DISPUTES

10. CLAIMS

11. PRICING OF CONTRACT MODIFICATIONS AND CLAIMS

12. INVOICES

13. PAYMENTS

14. CONFIDENTIALITY

15. WARRANTY

16. WARRANTY PERIOD

17. CONTRACTOR’S PROPOSAL WARRANTIES AND REPRESENTATIONS

18. OPERATIONAL INFORMATION

19. INDEMNIFICATION

20. INSURANCE

21. EXTENSION OPTIONS

22. ASSIGNMENT

23. PARTICIPATING COUNTRIES

24. APPLICABLE REGULATIONS

25. AUDITS AND ACCESS TO RECORDS

26. CHANGE IN LAW

27. DISPOSITION OF NATO GENERAL TERMS AND CONDITIONS

1. DEFINITIONS AND ACRONYMS

As used throughout this Contract, the following terms and acronyms have the meanings specified below, unless otherwise specified in the Contract:

1) “Acceptance”: the action by which the Organization formally acknowledges that the Contractor has fully demonstrated that supplies and services are complete or have been performed or delivered according to the requirements and acceptance criteria established in the Contract.

2) “Affiliate”: any of the current and future entities within the civilian or military structures of the North Atlantic Treaty Organization which are under the control of the North Atlantic Council, including without limitations the military commands and the agencies. The list of existing affiliates is available at http://www.nato.int/cps/en/natolive/structure.htm

3) “Claim”: A written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to the Contract. A voucher, and invoice or other routine request for payment that is not in dispute when submitted is not a Claim.

4) “CED”: the Contract Effective Date. The Contract Effective Date shall be the date of last signature by the Parties as specified in the Signature Page of the Contract.

5) “Delay”: the period of time by which the performance of the Contract is delayed by reference to milestone dates or required delivery dates established in the Contract.

6) “Deliverable”: an item, feature, product or Service specified in the Contract or in purchase orders issued under the Contract, which is required to be delivered by the Contractor at a milestone date or at any other stage during the performance of this Contract.

7) “General Terms and Conditions”: the NATO General Terms and Conditions, Version dated 27 Jun 2019 [FC-PROC(2012)0269-REV5].

8) “Organization” or “NATO”: the North Atlantic Treaty Organization including the Affiliates.

9) “Organization’s Data”: any data provided by the Organization (including its subcontractors, employees, agents and representatives) to the Contractor, in whatever format and through whatever means, for or as a result of the performance of the Contract. This includes but is not limited to travel data, statistics, and master data.

10) “Products”: as defined in the SOW

11) “SLA”: the Service Level Agreement included in the Contractor’s Proposal.

12) “Maintenance Services”, “Support Services”, or “Services”: the maintenance, support, or operational services to be provided by the Contractor as stated in the Contract and more particularly specified in the SOW and the Contractor’s Proposal.

http://www.nato.int/cps/en/natolive/structure.htm

2. CONTRACTOR’S DUE DILIGENCE OBLIGATIONS AND

REPRESENTATIONS

1) The Contractor represents that it:

a) Has made and must make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Organization;

b) Has raised all relevant due diligence questions with the Organization before entering into this Contract; and

c) Has entered into this Contract in reliance on its own due diligence alone.

2) The Contractor represents that:

a) It has been provided with all documentation and specifications of the Organization’s operations and supporting infrastructure needed for the performance of the Contract and to determine if there are any aspects that are not suitable for the implementation and operation of the proposed access control system or for the provision of any of the other products or services specified in this Contract;

b) That it has inspected the stated documentation and specifications thoroughly;

c) That it has advised the Organization of any aspect of the Organization’s travel operations and supporting infrastructure that is not suitable for the provision of any of the other products and services specified in this Contract, and of the specific actions to remedy those unsuitable aspects together with a timetable for and costs of those actions, and all such information has been specified in the Contractor’s Phase-in Plan included in the Contractor’s Proposal.

3) If the Contractor has either failed to verify the suitability of the Organization’s facility management operations and supporting infrastructure or failed to notify the Organization of any required remedial actions in accordance with paragraph 2) above, then the Contractor will not be entitled to recover any additional costs or charges from the Organization relating any unsuitable aspects of the Organization’s travel operations and supporting infrastructure except in respect of any latent defects. The onus will be on the Contractor to prove to the Organization that any additional work or remedial actions are required in respect of a latent defect and that the additional costs and charges are necessary, fair, and reasonable. The Contractor must not incur such additional costs or charges without obtaining the Organization’s prior written consent expressed through a purchase order issued under the terms of this Contract or a formal contract modification.

3. SCOPE

The Contractor shall provide the Products specified in the SOW at the locations identified in the SOW and at any other NATO locations where Products may be required in accordance with the terms of the Contract or any purchase orders issued through the procedure specified in the clause entitled “Ordering” of the Special Terms and Conditions.

4. ACCEPTANCE

1) Acceptance or rejection of Products shall be made as promptly as practicable after delivery, except as otherwise provided in this Contract, but failure to accept or reject

Products shall neither relieve the Contractor from conforming to the requirements of this Contract nor impose liability on the Organization thereof.

2) No representative appointed by the Organization for the purpose of determining the Contractor's compliance with the technical requirements of the Contract shall have the authority to change any of the specifications. Such changes may only be made by the Procurement Service in writing through a formal Contract modification.

3) The presence or absence of an Organization’s representative shall not relieve the Contractor from conforming to the requirements of this Contract.

4) Acceptance shall take place when the Organization confirms acceptance of the Products in accordance with the procedure specified in the Contract, or if none is so specified then the Organization shall be deemed to have accepted the services or Products without prejudice to any other remedies, when and as soon as any of the following events have occurred:

a) The Organization has taken the Products into use;

b) The Organization has not exercised its right of rejection of the Products within any period specified for that purpose in the Contract; or

c) There being no period for exercising the right of rejection specified in the Contract, a reasonable time, all the circumstances having been taken into account, has elapsed since inspection of the Products was effected in accordance with the Contract or, if no inspection was effected, since the date the Services or Products were delivered effectively to the Organization.

5) Except as otherwise provided in this Contract, Acceptance shall be conclusive except with respect to latent defects, fraud, or such gross mistakes as amounting to fraud.

6) Without prejudice to other rights and remedies specified in the Contract, in the event that any Services are found to be unacceptable to the Organization or any Products are defective in design, quality or are otherwise not in conformity with the requirements of this Contract, the Organization shall have the right either to reject them or to require their correction or replacement. Products which have been rejected or required to be corrected or replaced shall, at the expense of the Contractor, be removed, or, if permitted or required by the Organization, corrected in place by the Contractor promptly after notice, and shall not thereafter be tendered for Acceptance by the Contractor unless the former rejection or requirement of correction or replacement is withdrawn.

5. CONTRACT TYPE

1) This Contract is an indefinite delivery, indefinite quantity type covering products similar to those specified in the SOW, which may require by the Organisation but cannot be accurately specified at the time of Contract signature.

2) Except for any limitations on quantities in the Contract or in the Price Schedule (if any), there is no limit on the number of purchase orders that may be issued under the indefinite delivery, indefinite quantity portion of the Contract.

3) Any purchase order issued during the effective period of this Contract and not completed within that period shall be completed by the Contractor within the time specified in the purchase order. The Contract shall govern the Contractor’s and Organization’s rights and obligations with respect to that purchase order to the same extent as if the purchase order was completed during the Contract’s effective period provided that the Contractor shall not be required to make any delivery of the Products under this Contract one (1) year after the Contract’s effective period.

6. PRICES, AUTHORISED COSTS, AND ECONOMIC PRICE

ADJUSTMENT

1) The Contractor shall be paid for the Products delivered under this Contract in accordance with the prices specified in the Price Schedule. The stated prices shall be firm and fixed for the initial term of the Contract. After this time, the stated prices may be subject to a yearly adjustment. Unless otherwise specified in the Contract, such adjustment shall be calculated in accordance with the terms and conditions of this clause and the adjusted prices shall be valid for a whole year without the possibility of further adjustments within that same year.

2) The adjustment shall be based on the evolution of the “EU Harmonised Index of Consumer Prices (HICP) for “All Items” for the 27 EU Countries established on a monthly basis by “Eurostat”.

3) The revised unit prices shall be obtained through the following formula:

P = Po * (0.3 + 0.7 HICP/HICPo)

In which:

P : Revised unit price applicable to the considered item during the next year

Po : Effective price applicable to the same item in 2025 according to the Price Schedule

HICP : Value of the index HICP - “All Items” for the 27 EU Countries – Base 2015 (2015 = 100) registered in May prior to the revision.

HICPo : Value of the index HICP - “All Items” for the 27 EU Countries – Base 2015 (2015 = 100) registered in May 2025 = 132.67

4) The yearly increase in any unit price made under this clause shall not exceed two percent (2.0%) of the effective unit price before adjustment. There is no percentage limitation on the amount of decreases that may be made under this clause.

5) Unless otherwise specified in other terms of the Contract or the relevant purchase orders, the prices specified in the Price Schedule include all the expenses in connection with this Contract. No additional sums will be paid to the Contractor for any cost that the Contractor might deem as necessary for the performance of the Contract.

6) Purchase options shall be exercised in writing through the procedure specified in Section 12 “Ordering” of the Special Terms and Conditions.

7. TECHNICAL DIRECTION

1) For its direct official control and coordination requirements, the staff elements that will have authority to coordinate, monitor, and control Contractor’s performance under this Contract (collectively referred to as Organization’s Service Managers) are:

Rudiger Timmermans – Head Physical Security

Email: timmermans.rudiger@hq.nato.int

Tel: +32-2-707-4774

NATO HQ – Joint Intelligence and Security Division mailto:timmermans.rudiger@hq.nato.int

Boulevard Leopold III, 1110 Brussels, Belgium

2) The Organization may designate other staff elements as technical focal points for the execution of specific tasks. Their designation and contact details will be notified in writing to the Contractor.

3) The Organization’s Service Managers have no authority to change the terms and conditions of the Contract or the purchase orders executed under this Contract.

4) If the Contractor has a reason to believe that a purported representative of the Organization is requiring effort based on terms inconsistent with those specified in the Contract or supplemental contracts and purchase orders, the Contractor shall immediately inform the Organization’s Procurement Service for ratification of the actions.

Failure to obtain confirmation that the actions of the Organization’s employees, agents or representatives are under the authority of the Contract shall render any subsequent claim null and void.

5) Upon receipt of such notification above, the Organization’s Procurement Service will 1) confirm the effort requested is within scope, 2) confirm that the instructions received constitute a change and request a proposal for a modification of scope and/or price or 3) rescind the instructions.

8. ORDERING

1) Products and services to be furnished under the Indefinite Delivery part of this Contract shall be ordered by issuance of purchase orders according to the procedure described in this section.

2) Orders for Products that are fully specified in the Contract:

a) If a purchase order requests Products which are fully specified in the Contract, except with respect to the exact quantities, dates, and delivery location stated in the order, the Contractor will be obliged to fulfil such orders, within the lead-times specified in the Contract or, if no delivery lead-time has been specified for the specific Services or Products stated in the order, within a reasonable period of time which in no case shall exceed ten (10) days from the date of receipt of the order;

b) Purchase orders shall be issued exclusively by duly appointed NATO Service Managers;

c) The Contractor is not obliged to fulfil orders that exceed the ordering limitations specified in the Contract or that are not authorised by a duly appointed NATO Service Manager;

d) If mailed, a purchase order is considered “issued” when the Organization delivers the order via its authorized email communication. or by electronic commerce method.

9. DISPUTES

1) Except to the extent to which special provision is made elsewhere in the Contract, all disputes, differences or questions which are not disposed of by agreement between the Parties to the Contract with respect to any matter arising out of or relating to the Contract, other than a matter as to which the decision of the Organization under the Contract is said to be final and conclusive, shall be decided in accordance with the procedure specified in the clause entitled “Disputes” of the General Terms and Conditions.

2) Pending final decision of a dispute, the Contractor shall proceed diligently with the performance of the Contract, unless otherwise instructed by the Head of the NATO Procurement Service or the Procurement Officer.

10. CLAIMS

1) The Contractor shall assert Claims in writing and by registered mail. Claims must be specifically identified as such and submitted within:

a) The time specified in the clause under which the Contractor alleges to have a Claim.

If no time is specified in the clause under which the Contractor intends to base its Claim, the time limit will be sixty (60) calendar days from the date the Contractor has knowledge or should have had knowledge of the facts on which the Contractor bases its Claim; and

b) Not later than 90 days after the date of Contract expiration. This will only apply to those Claims for which the Contractor could not have had earlier knowledge and which were not foreseeable.

2) The Contractor will be foreclosed from its Claim unless the Contractor presents complete documentary evidence, justification, and costs for each and every Claim within 90 calendar days from the date of assertion of each Claim. Claims must be supported by specifically identified evidence (including applicable historical and planned cost and production data from the Contractor's books and records). Opinions, conclusions or judgmental assertions not supported by such evidence will be rejected by the Organization.

3) An individual breakdown of cost is required for each element of Contractor's Claims at the time of claim submission or for any material revision of the Claim.

4) The Contractors shall provide the certification specified below when submitting any Claim:

I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the contractor believes NATO is liable; and that I am duly authorized to certify the claim on behalf of the contractor.

5) Failure to comply with any of the above requirements will result in automatic forfeiture of the Claim. This foreclosure takes effect in all cases and also where, for example, the Claim is based on additional orders, where the facts were known to the Organization, where the Claim is based on defective specifications provided by the Organization, or in case of alleged misrepresentation by the Organization during Contract formation.

6) No Claim arising under this Contract may be assigned by the Contractor without the Organization’s prior approval.

7) The Procurement Officer will render a decision on any Claim submitted by the Contractor.

The decision will be based on an assessment and evaluation of the facts presented by the Parties. For claims under EUR 40,000 or equivalent value in other currency, the Procurement Officer will render such decision within 30 days of receipt of the Claim. For Claims over EUR 40,000, the Procurement Officer will notify the Contractor of the approximate date on which the decision is expected to be rendered. This date may be extended by the Procurement Officer in order to fully gather and evaluate the facts surrounding a Claim, but the Procurement Officer may not unreasonably extend such an evaluation period. The decision of the Procurement Officer will be conclusive.

8) The Contractor shall proceed diligently with performance of this Contract, pending final resolution of any request for relief, claim appeal, or action arising under the Contract, and comply with any decision of the Procurement Officer.

11. PRICING OF CONTRACT MODIFICATIONS AND CLAIMS

1) Contractor’s pricing proposals for contract modifications and claims shall be priced in accordance with any fair, reasonable, and documented government pricing rules and regulations that may be relevant to the situation. The Contractor shall provide cost information accompanied by appropriate substantiation as reasonably required by the Organization.

2) The Contractor grants the Procurement Officer or another Organization’s authorized representative the right to examine Contractor’s books, records, documents, or other directly pertinent records to verify the reasonableness of the amounts claimed or proposed. For items priced using catalogue or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the Contractor’s determination of the prices to be offered in the catalogue or marketplace.

12. INVOICES

The Contractor will issue invoices upon the Organization’s Acceptance of Products. Invoices must comply with the requirements specified in the Contract and the terms and conditions of purchase orders that call for the Services or Products specified in the invoices.

13. PAYMENTS

1) Payments will be performed through electronic transfer of funds upon submission of electronic or paper invoices.

2) The Organization shall pay all undisputed amounts due under the Contract within thirty

(30) days of receipt of a valid invoice.

3) Payment will be made in the currency of the Contract.

4) The making of any payment or payments by the Organization, or the receipt thereof by the Contractor, shall not imply acceptance by the Organization of such items or the waiver of any warranties or requirements of this Contract.

5) Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Organization not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Organization within 30 days will pay any such increases, unless the parties agree otherwise.

14. CONFIDENTIALITY

1) For the purposes of this clause “Confidential Information” shall mean, with respect to a Party hereto, all information or material which is either marked as confidential information (e.g., “Unclassified – Commercial” or other similar marking) or known by the Parties to be considered confidential and proprietary.

2) Neither Party shall have any obligation with respect to confidential information which: (i) is known or used by the receiving Party prior to disclosure by the disclosing Party; (ii) either before or after the date of the disclosure by the disclosing Party is disclosed to the receiving party by a third party under no obligation of confidentiality to the disclosing Party; (iii) either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public through no fault of the receiving Party; (iv) is independently developed by the receiving Party; (v) is required to be disclosed by a final order of a court of competent jurisdiction; or (vi) is otherwise required to he disclosed by applicable law following reasonable notice to the disclosing Party. Nothing in this clause shall be construed as undermining or waiving the Organization’s immunity from any laws, regulation, and legal processes that may be applicable.

3) Without prejudice to other obligations imposed by NATO Security Regulations, the Parties agree to hold each other’s Confidential Information in strict confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than as specified in this Contract. Each Party agrees to take all reasonable steps to ensure that Confidential Information of either Party is not disclosed or distributed by its employees, agents or consultants in violation of the provisions of this Contract. Each Party’s Confidential Information shall remain the sole and exclusive property of that Party.

Each Party acknowledges that any use or disclosure of the other Party’s Confidential Information other than as specifically provided for in this Contract may result in irreparable injury and damage to the non-using or non-disclosing Party. Accordingly, each party hereby agrees that, in the event of use or disclosure by the other Party other than as specifically provided for in this Contract, the Party whose Confidential Information has been disclosed without authorization may be entitled to equitable relief as granted by an arbitration court established in accordance with the clause entitled “Disputes” of the General Terms and Conditions.

4) The provisions of this clause and the associated Parties’ duties shall survive the termination of this Contract and remain in effect until the disclosing Party sends the receiving Party written notice releasing the receiving Party from the obligations imposed by this clause, or for a further period of three (3) years after Contract close-out, whichever occurs first, and without prejudice to other obligations imposed by applicable NATO Security Regulations.

15. WARRANTY

1) The Contractor warrants, represents, and undertakes that there are no actions, suits or proceedings or regulatory investigations pending or, to the Contractor’s knowledge, threatened against or affecting the Contractor before any court or administrative body or arbitration tribunal that might affect the Contractor’s ability to meet and carry out its obligations under this Contract.

2) The Contractor warrants, represents, and undertakes for the duration of the Contract that:

a) All personnel involved in the performance of the Contract will be vetted in accordance with and shall meet the standards of good industry practice;

b) It has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor’s obligations under this Contract;

c) It has and will continue to have the Background IPR required for the performance of this Contract as further detailed in the Contractor’s Proposal;

d) All Products will be free from material defects in workmanship or materials;

e) It has and will continue to have appropriate inventory and supply capacity and capabilities to ensure the availability of spare parts and consumable supplies in sufficient quantities to fulfil its obligations under the Contract.

f) In case production of original spares and components is stopped, the Contractor will supply interchangeable spares and components.

g) In performing its obligations under this Contract, all software used by or on behalf of the Contractor will:

i) Be currently supported versions of that software; and

ii) Perform in all material respects in accordance with the requirements of the Contract and, solely to the extent not inconsistent, the software vendor technical documentation.

3) The Contractor warrants that all services provided to the Organization under this Contract will be performed in a workmanlike manner.

4) The Contractor will not be liable when a defect has been caused from a wilful damage, incompatible changes or gross negligence originated by the Organization or its employees, but the burden of proof of that damage will be on the Contractor.

5) The Contractor shall take any necessary measure to protect the life and health of persons working or visiting the work area occupied by the Contractor. These measures include compliance with the local health and safety provisions.

6) In the performance of all work under this Contract, it shall be the Contractor's responsibility to ascertain and comply with all applicable NATO security regulations as implemented by the local Headquarters' Security Officer.

16. WARRANTY PERIOD

1) The Warranty Period for any Products provided under this Contract shall be the longer of:

(a) the specific warranty periods established in the SOW for individual Products; (b) the warranty period provided by the manufacturer (if applicable); or (c) twelve months. The Warranty Period in all cases must commence upon Acceptance.

2) Throughout the Warranty Period the Contractor shall make good any:

a) Defects in the Products; and

b) Breach of any other express or implied warranties that may be applicable;

c) arising out of or in connection with the Contractor's failure to perform its obligations under this Contract (herein after collectively referred to as "Warranty Period Incidents") in accordance with this clause.

3) The Contractor shall correct all Warranty Period Incidents arising during the Warranty Period without cost to the Organization.

4) If the Contractor fails to correct any Warranty Period Incidents within the timeframe specified in the SOW or in the Contractor’s Proposal for the type of incident concerned, or if no specific timeframe has been established for the type of incident concerned, within 30 working days of notification, the Organization may on 10 working days written notice:

a) Correct the Warranty Period Incident or employ a third party to correct it; and

b) Deduct from the prices to be paid, draw from the performance guarantee, or recover as a debt due from the Contractor, all reasonable costs in so doing.

5) The Contractor shall deploy all such additional resources as are reasonably required to remedy any Warranty Period Incident as efficiently and quickly as possible.

17. CONTRACTOR’S PROPOSAL WARRANTIES AND

REPRESENTATIONS

The Contractor acknowledges that the certifications and representations provided as part of the Contractor’s Proposal as incorporated in this Contract are material representations of fact upon which reliance was placed when making award. If it is later determined that the Contractor knowingly rendered an erroneous certification or representation, the Organization may terminate the Contract for default, in whole or in part, and pursue such other remedies as may be permitted by law or this Contract.

18. OPERATIONAL INFORMATION

1) For the purposes of this clause, “Operational Information and Material” means any and all information and material, however stored, relating to the activities of the Organization, and the measures employed by the Contractor to support those activities, including, without limiting the generality of the foregoing, the Organization’s planned activities, itineraries, agendas, places of work and accommodation, identities of its personnel, and operating procedures, as well as the procedures followed by the Contractor in executing all tasks under this Contract.

2) The Contractor, its agents and employees shall take all necessary measures to protect and safeguard all Operational Information and Material. The Contractor shall not use any Operational Information or Material for any purpose other than to fulfil its obligations under this Contract, and shall not disclose any Operational Information or Material to any third party who does not have a legitimate need to know, or without the prior consent of the Organization, as the case may be.

3) The Contractor shall take all necessary measures to ensure that all employees or agents who, in order to fulfil the Contractor’s obligations under this Contract, are required or may have access to Operational Information or Material, are appropriately cleared before they are granted access to such information and material.

4) If the Contractor fails to comply with any of the terms and conditions of this clause, the Organization may terminate the Contract for default, in whole or in part, and pursue such other remedies as may be permitted by law or this Contract.

5) The provisions of this clause and the associated Contractor’s duties shall survive the termination of this contract and remain in effect until the Organization sends the Contractor written notice releasing the Contractor from the obligations imposed by this clause.

19. INDEMNIFICATION

1) The Contractor shall at all times hold harmless NATO, its agents, representatives and employees from any and all suits, claims, charges and expenses which arise from any acts or omissions of the Contractor, its agents, representatives, employees or Sub-contractors.

2) The Contractor shall indemnify and hold NATO harmless from any claims for injury to persons or damages to property of the Contractor or others to the extent arising from the Contractor's possession or use of NATO furnished property or services.

20. INSURANCE

1) The Contractor agrees to procure and maintain, without any cost to Organization, any workmen's compensation, employees’ liability or other type of insurance required by Law.

2) The Contractor agrees to procure and maintain, without any cost to Organization, a suitable third-party liability insurance to cover, on the one hand, damage which could be caused to NATO’s premises, and on the other hand, injury to persons. This insurance will be submitted to the Procurement Officer for verification of adequacy.

21. EXTENSION OPTIONS

1) The initial Contract duration may be extended through the exercise of three (3) one (1)-year extension options, resulting in an extended Contract duration which in no case shall exceed a maximum of six (6) years.

2) The Organization reserves the unilateral right to exercise the stated extension option, at its own discretion, and subject to Contractor’s satisfactory performance of the services specified in the Contract.

3) Extension option shall be exercised in writing by the NATO Procurement Service not later than 30 calendar days before the expiration of the basic Contract term.

22. ASSIGNMENT

1) The Organization reserves the right to assign this Contract, in whole or in part, to another NATO body, agency or representative within NATO or NATO Nations. In such a case, the Organization shall notify the Contractor in writing.

2) The Organization shall remain responsible for its obligations under the Contract and for the actions of the body, agency or representative to which this Contract may be assigned.

23. PARTICIPATING COUNTRIES

1) None of the work performed under this contract, including project design, labour and services, shall be performed by firms other than from and within NATO Participating Countries.

2) No materials or items of equipment to be provided under the Contract, down to and including identifiable sub-assemblies, will be manufactured or assembled by a firm other than from and within a NATO Participating Country.

3) The Contractor warrants that, to the best of the Contractor’s knowledge and belief, any exceptions to the origin of supplies established in paragraph 2) above have been disclosed as part of the Contractor’s proposal as incorporated in this Contract.

4) The Contractor agrees that if any deviations from the origin of supplies specified in this clause or in the Contractor’s proposal is discovered after award, the Contractor will make a full disclosure in writing to the Organization. This disclosure shall include a description of the actions which the Contractor has taken or proposes to take, after consultation with the Organization, to avoid the deviation and any cost and price data that may be reasonably required by the Organization in order to assess any price reductions that the Organization may be entitled to in accordance with the terms of this clause.

5) Any deviation from the origin of supplies specified in this clause or in the Contractor’s proposal must be approved in writing by the Organization. If such a deviation results in a reduction of the costs originally foreseen by the Contractor for the performance of the Contract, the Organization will be entitled to an equitable reduction of the contract price and the Contract will be modified accordingly. In no case a deviation from the origin of supplies specified in this clause or in the Contractor’s proposal will result in an increase of contract prices.

6) If the Contractor was aware of a potential deviation prior to award or discovered an actual or potential deviation after award and did not disclose or misrepresented relevant information to the Organization, the Organization may terminate the Contract for default, in whole or in part, and pursue such other remedies as may be permitted by law or this Contract.

24. APPLICABLE REGULATIONS

1) The Contractor shall be responsible for obtaining permits or licenses to comply with national codes, laws and regulations or local rules and practices of the country of installation with respect of any works carried out at the designated installation sites stated under this Contract.

2) The Contractor shall take any necessary measure to protect the life and health of persons working or visiting the work area occupied by the Contractor. These measures include compliance with the country of installation's safety provisions.

3) In the performance of all work under this contract, it shall be the Contractor's responsibility to ascertain and comply with all applicable NATO security regulations as implemented by the local Headquarters' Security Officer.

25. AUDITS AND ACCESS TO RECORDS

1) Except where an audit is imposed on the Organization by a regulatory body, the Organization may, not more than twice in any Contract Year and for a period of 12 months following the date of termination of the Contract, conduct an audit for the following purposes:

a) To verify the accuracy of invoices and charges (and proposed or actual variations to them in accordance with this Contract), any cost reduction and income generation initiatives carried out pursuant to the clause entitled “Services Improvement”, and/or the costs of all suppliers (including Sub-contractors) of the Services;

b) To review the integrity, confidentiality and security of the Organization’s Data;

c) To review the Contractor's compliance with mandatory data protection regulations and any other legislation applicable to the Services;

d) To review the Contractor's compliance with its obligations under the approved SLA;

e) To review any books of account kept by the Contractor in connection with the provision of the Services;

f) To carry out an examination of the economy, efficiency and effectiveness with which the Organization has used its resources;

g) To verify the accuracy and completeness of any management information delivered or required by this Contract;

h) To inspect the Organization's assets, including the Organization's IPRs, equipment, facilities and maintenance, for the purposes of ensuring that the Organization's assets are secure and that any register of assets is up to date; and/or

2) The Organization shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Contractor or delay the provision of the Services.

3) Subject to the Organization's obligations of confidentiality, the Contractor shall on demand provide the Organization (and/or its agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including:

a) All information requested by the Organization within the permitted scope of the audit;

b) Reasonable access to any Sites controlled by the Contractor and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and

c) Access to Contractor’s systems and personnel.

4) The Contractor shall implement all measurement and monitoring tools and procedures necessary to measure and report on the Contractor's performance of the Services against the applicable Service Levels at a level of detail sufficient to verify compliance with the Service Levels.

5) The Organization shall endeavour to (but is not obliged to) provide at least [15] Working Days notice of its intention to conduct an audit.

6) The parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Contractor in which case the Contractor shall reimburse the Organization for all the Organization's reasonable costs incurred in the course of the audit.

7) If an audit identifies that:

a) The Contractor has failed to perform its obligations under this Contract in any material manner, the parties shall agree and implement a remedial plan. If the Contractor's failure relates to a failure to provide any information to the Organization about the prices paid for the Services, proposed charges or the Contractor's costs, then the remedial plan shall include a requirement for the provision of all such information;

b) The Organization has overpaid any charges or claims, the Contractor shall pay to the Organization the amount overpaid within 30 days from the date the finding is communicated to the Contractor. The Organization may deduct the relevant amount from the invoices if the Contractor fails to make this payment; and

c) The Organization has underpaid any charges or claims, the Organization shall pay to the Contractor the amount of the under-payment, less the cost of audit incurred by the Organization if this was due to a Default by the Contractor in relation to invoicing, within 30 days from the date the finding is communicated to the Contractor.

26. CHANGE IN LAW

1) The Contractor shall neither be relieved of its obligations to supply the Services in accordance with the terms of this Contract nor be entitled to an increase in Contract prices as the result of:

a) General Change in Law; or

b) Specific Change in Law where the effect of that Specific Change in Law on the services or Contract prices: (i) is known or should have reasonably been known at the effective date of the Contract; or (ii) is covered, in whole or in part, by a contingency mark-up included in the Contract prices or by a price adjustment mechanism specified in the Contract (e.g., changes to statutory salaries as a consequence of the increase in the cost of living or any other type of economic indexation applicable to labour, materials or any other cost element).

2) If a Specific Change in Law occurs or will occur during the term of the Contract (other than those referred to in paragraph b) above), the Contractor shall notify the NATO Procurement Officer of the likely effects of that change, including:

a) Whether any change is required to the services specified in the Contract, the Contract prices or any other terms and conditions of the Contract; and

b) Whether any relief from compliance with the Contractor's obligations is required, including any obligation to achieve a milestone and/or to meet the service levels or Contract requirements at any time.

3) As soon as practicable after any notification in accordance with paragraph 2) above, the parties shall discuss and agree the matters referred to in that clause and any ways in which the Contractor can mitigate the effect of the Specific Change of Law, including:

a) Providing evidence that the Contractor has minimised any increase in costs or maximised any reduction in costs, including in respect of the costs of its sub-contractors;

b) Demonstrating that a foreseeable Specific Change in Law had been taken into account by the Contractor before it occurred;

c) Giving evidence as to how the Specific Change in Law has affected the cost of providing the Services; and

d) Demonstrating that any expenditure that has been avoided, for example which would have been required under the provisions of any agreed services improvement initiative, has been taken into account in adjusting the Contract prices.

4) Any increase in the Contract prices or relief from the Contractor's obligations agreed by the parties pursuant to paragraph 3) above shall be implemented through a formal contract modification.

27. DISPOSITION OF NATO GENERAL TERMS AND CONDITIONS

The following NATO General Terms and Condition will not apply to this Contract:

1) Clause 1 “Entire Agreement”;

2) Clause 3 “Receiving Officer/ Procurement Officer’s Representative”;

3) Clause 12 “Warranty Period”