IFIB-18-70_SWC_Instructor(Modification__1).pdf

IFIB-ACT-SACT-18-70

This Enclosure is designed to assist the respective company provide HQ SACT with all necessary documents/information required. For clarification, please refer to Bidding instructions in part 1 of subject solicitation.

Ammendment #1 Changes In Red

Pg. 14 Add: and include all travel/per diem expenses in your pricing Pg. 14 Delete: however they must not include per diem (meals & lodging) and travel.

Travel (and related expenses) will not be covered under this contract, but handled separately in accordance with the ACT Financial Manual.

Pg. 14 Add: The course content will be developed by the contractor and will contain the items delineated below. It will be subject to final approval of the COTR. It will also be based on the principles of the ACT Style Guide, and will encompass the following elements:

General Terms and Conditions: Delete Terms and Conditions #24 “Travel”

Strategic Writing Course

Instructor

Part 1 Bidding Instructions

1. Duration of the Contract

2. Exemption of Taxes

3. Amendment or Cancellations

4. Bidder Clarifications

5. Bid Closing Date

6. Bid Validity

7. Contents of Proposal

8. Proposal Submission

9. Late Proposal

10. Bid Withdrawal

11. Bid Evaluation

12. Proposal Clarifications

13. Award

14. Communications and Contacts

15. Point of Contact

ENCLOSURES:

1. Proposal/Content Checklist

2. Address Label

3. Compliance Statement

4. Past Performance

5. Mandatory Price Proposal format

Annex A – Compliance Matrix

PART 1 BIDDING INSTRUCTIONS

1. General

This is a Firm Fixed Price with deliverables contract in accordance with the General Terms and Conditions; Contract Award is contingent upon funding availability; Partial bidding is not allowed.

2. Classification

This IFIB is a NATO UNCLASSIFIED document.

3. Definitions

(a) The “Prospective Bidder”, shall refer to the entity that has completed and returned the Enclosure of the transmittal letter of this IFIB, and has indicated thereon its intention without commitment, to participate in this IFIB.

(b) The term “Bidder”, shall refer to the bidding entity that has completed a bid in response to this IFIB.

(c) The term Contractor shall refer to the bidding entity to whom the contract is awarded.

(d) The term “Contracting Officer” designates the official who executes this IFIB on behalf of HQ SACT.

(e) “Contracting Officer`s Technical Representative” or “COTR” is the official who is appointed for the purpose of determining compliance of the successful bid, per the technical specifications.

(f) The term “HQ SACT” shall refer to Supreme Headquarters Allied Command Transformation.

(g) The term “ACT” shall refer to Allied Commander Transformation.

(h) The term “NATO”, shall refer to the North Atlantic Treaty Organisation.

(i) The term “days” as used in this IFIB shall, unless otherwise stated, be interpreted as meaning calendar days.

(j) The term “Habitual Residence”, means HQ SACT, Norfolk, Virginia, VA

23511.

4. Eligibility

This IFIB is open to companies:

(a) Established in a North Atlantic Treaty Organisation Alliance member nation.

(b) Working in the required field of study and legally authorised to operate in the

United States of America, at the time of bidding.

(c) Has performed the desired past performance including size, cost and scope, as described in this IFIB.

5. Duration of Contract

(a) The contract awarded shall be effective upon date of award.

(b) Period of Performance: Base Period is 01 January – 31 December 2019 with two possible 12 month option periods; 01 January – 31 December 2020 and 01 January – 31 December 2021.

6. Exemption of Taxes

(a) In accordance with the agreements (Article VIII of the Paris Protocol dated, 25 August 1952) goods and services under this contract are exempt from taxes, duties and similar charges.

7. Amendment or Cancellation

(a) HQ SACT reserves the right to amend or delete any one or more of the terms, conditions or provisions of the IFIB prior to the date set for bid closing. A solicitation amendment or amendments shall announce such action.

(b) HQ SACT reserves the right to cancel, at any time, this IFIB either partially of in its entirety. No legal liability on the part of HQ SACT shall be considered for recovery of costs in connection to bid preparation. All efforts undertaken by any bidder shall be done considering and accepting, that no costs shall be recovered from HQ SACT. If this IFIB is cancelled any/all received bids shall be returned unopened, per the bidder’s request.

8. Bidder Clarifications

(a) Prospective Bidders should seek clarification at their earliest convenience.

Any explanation regarding the meaning or interpretation of this IFIB, terms, clause, provision or specifications, shall be requested in writing, from the Contracting Officer. The Contracting Officer must receive such requests for clarification no later than 3 calendar days prior to the bid closing date.

(b) In lieu of a bidder’s conference, HQ SACT invites bidders to submit initial technical questions not later than 04 November 2017.

(c) Information in response to all inquiries / requests for clarification to a prospective bidder shall be furnished to all prospective bidders at the following link: https://www.act.nato.int/contracting or FedBizOpps as a Question and Answer addendum. All such addendums and any necessary solicitation amendments shall be incorporated into this IFIB. Oral Interpretations shall not be binding.

9. Bid closing date

Bids shall be received at HQ SACT, Purchasing and Contracting Office, no later than 14 November 2018, 1500 hours, Eastern Standard Time, Norfolk, Virginia, USA. No bids shall be accepted after this time and date. NOTE: HQ SACT is located on a secure naval installation. Potential bidders are responsible for ensuring bids arrive before the due date. No bids will be accepted beyond the closing date. HQ SACT is not responsible for any late received proposals due to base access issues or mail courier issues/delays.

10. Bid Validity

Bids shall be remain valid for a period of one hundred and twenty days (120) form the applicable closing date set forth within this IFIB. HQ SACT reserves the right to request an extension of validity. Bidder shall be entitled to either grant or deny this extension of validity; HQ SACT shall automatically consider a denial to extend the validity as a withdrawal of the bid.

11. Content of Proposal

The proposal shall consist of 5 copies of the following minimum paper documents (Clipped - no binding or 3 prong folders please): Additionally electronic copies (e-mailed s i n g l e PDF version) of the documents are required no https://www.act.nato.int/contracting later than 14 November 2018, 1500 hours, Eastern Standard Time, Norfolk, Virginia, USA.

A table of contents for the entire proposal (Checklist provided as Enclosure #1)

(a) The bidder’s full name address, Point of Contacts, Telephone, Fax number and Internet site, (See Enclosure #2);

(b) Compliance statement (See Enclosure #3);

(c) Provision of administrative and technical volumes

(d) Compliance criteria, (See Annex A to Statement of Work).

(e) Past performance (See Enclosure #4)

(f) Company price proposal (Enclosure #5)

12. Proposal Submission

(a) Proposals shall be submitted in a single package containing two volumes, Technical volume and Price volume, each separately sealed. The single package shall be clearly marked with the mailing label, citing the IFIB Solicitation reference number, (See Enclosure #3). Within the single package shall be the Technical and Price volumes, separately packaged and identified.

(b) An electronic copy of the proposal, not to include the Price volume is required to the assigned Contracting Officer, prior to the established bid closing date via E-mail PDF document.

(c) Proposal packages may be delivered by mail, courier or hand carried prior to the established deadline. Couriers must have access to military installation in order to deliver proposal.

(d) Proposal packages must be delivered to the HQ SACT via a verifiable method or be handed to a member of the BUDFIN/Purchasing staff, who shall endorse the package with a time date and delivery official shall counter sign, as to the accuracy of the recording.

(e) Price proposals shall be in U.S. Dollar currency. Contractor may request payment post award in alternate currency based on agreed conversion rate.

(f) Prices shall be on a Firm Fixed Price Basis and include any relevant discount schedule.

(g) It is the sole responsibility of the interested company to review any Q & A that may be issued in support of this solicitation, prior to bid submission.

(h) No oral bids or oral modifications or telephonic bids shall be considered.

(i) It is the ultimate responsibility prior to submission that all proposal submissions are reviewed to ensure they meet the technical and administrative specifications and that offers meet the limitations and expressed conditions.

13. Late Proposals

(a) It is solely the bidder`s responsibility that every effort is made to ensure that the proposal reaches HQ SACT prior to the established closing date and time.

All late bids shall be returned to the offering company unopened. Only if it can be unequivocally demonstrated that the late arrival of the bid package was the result of NATO staff negligence (mishandling) shall the bid be considered.

(b) A delay in a commercial courier service does not constitute a delay by NATO or government channels.

14. Bid Withdrawal

(a) A bidder may withdraw their bid up to the date and time specified for bid closing. Such a withdrawal must be completed in writing or facsimile, with attention to the HQ SACT Contracting Officer. The proposal shall be returned unopened, at the expense of the company.

15. Bid Evaluation

(a) The evaluation of bids and determination as to the responsiveness and technical adequacy or technical compliance, of the products or services requested, shall be the responsibility of HQ SACT. Such determinations shall be consistent with the evaluation criteria specified in the IFIB. HQ SACT is not responsible for any content that is not clearly identified in any proposal package.

(a) Proposals shall be evaluated and awarded based on lowest price, technically compliant to NATO. The following factors are considerations;

• Successful administrative submission of bid packages and requested

Enclosures 2-6, as listed in this RFP. (Pass/Fail).

• Technical factors/pricing factors

• Acceptance of HQ SACT General Terms and Conditions.

16. Proposal Clarifications

During the entire evaluation process HQ SACT reserves the right to discuss any bid with the order to clarify what is offered and interpretation of language within the bid, to resolve in potential areas of non-compliance.

17. Award

HQ SACT intends to award a firm fixed price contract to the Offeror whose proposal(s) represents the lowest priced technically compliant offer.

HQ SACT will collect information from references provided by the Offeror in regard to its past performance. Contractors must provide authorization to contact references. HQ SACT reserves the right to negotiate minor deviations to the listed General and Special Terms and Conditions to this IFIB.

18. Communications

All communication related to this IFIB, between a prospective bidder and HQ SACT shall only be through the nominated HQ SACT Contracting Officer.

Designated contracting staff shall assist the HQ SACT Contracting Officer in the administrative process. There shall be no contact with other HQ SACT personnel in regards to this IFIB. Such adherence shall ensure Fair and Open Competition with equal consideration and competitive footing leverage to all interested parties.

19. Point of Contact is:

Michael DiProspero, ACT Contracting Officer, 757-747-3612, michael.diprospero@act.nato.int

All correspondence shall be forward to:

HQ SACT, BUDFIN BRANCH

Purchasing & Contracting, Contracting Officer

IFIB-ACT-SACT-18-70

ATTN: Mike DiProspero 7857 Blandy Road, Suite 100, Norfolk, VA, U.S.A.

Enclosure 1

PROPOSAL CONTENT / CHECKLIST

Table of Contents

Bidder`s name, address, POC, Contact numbers, email address.

Compliance Statement.

Past performance (including References).

List of Key personnel.

Technical Proposal.

Price Proposal.

Mailing label.

Enclosure 2

(The label below is to be completed by the bidder and affixed to the exterior envelope; parcel or package mailed or deliver to ACT)

SEALED BID TO IFIB-ACT-SACT-18-70

(To be opened by Contract Awards Committee (CAC Only)

Sender:

HQ SACT

Attn: Mike DiProspero 7857 Blandy Road, Suite 100, Norfolk, VA 23551-2490 U.S.A

This Enclosure is designed to assist the respective company provide HQ SACT with all necessary documents/information required. For clarification, please refer to Bidding instructions in part 1 of subject solicitation.

Enclosure 3

COMPLIANCE STATEMENT TO SEALED BID IFIB-ACT-SACT-18-70

It is hereby stated that our company has read and understands all documentation issued as part of IFIB-ACT-SACT-18-70. Our company proposal submitted in response to the referenced solicitation is fully compliant with the provisions of IFIB-ACT-SACT-18- 70 and the intended contract with the following exception(s); such exemptions are considered non substantial to the HQ SACT solicitation provisions issued.

Clause Description of Minor Deviation.

(If applicable, add another page)

Company: Signature:

Name & Title: Date:

Company Bid Reference:

Bidder’s proposal must be based on full compliance with the terms, conditions and requirements of the IFIB and all future clarifications and/or amendments. The bidder may offer variations in specific implementation and operational details provided that the functional and performance requirements are fully satisfied. In case of conflict between the compliance statement and the detailed evidence or explanation furnished, the detailed evidence/comments shall take precedence/priority for the actual determination of compliance. Minor or non-substantial deviations may be accepted. Substantial changes shall be considered non responsive.

Enclosure 4

PAST PERFORMANCE INFORMATION FORM

(a) Contracting Agency:

(b) Contract No:

(c) Type of Contract (Firm Fixed Price, IDIQ, Requirements):

(d) Title of Contract:

(e) Description of Work Performance and Relevance to Current Acquisition (Type of facility, capacity, estimated patronage, summary of staff used):

(f) Contract Dollar Amount:

(g) Period of Performance:

(h) Name, Address, Fax and Telephone No. of Reference:

(i) Indicate Whether Reference Acted as Prime or Sub-contractor:

(j) Comments regarding compliance with contract terms and conditions:

(k) Complete Contact Information for client:

(l) Permission to contact client for reference: Yes/ No

Name/Signature of Authorized Company Official

IFIB-ACT-SACT-18-xx

NATO UNCLASSIFIED

Enclosure 5

IFIB-ACT-SACT-18-70 SEALED BID PRICE PROPOSAL

COMPANY NAME: ABC, Inc ADDRESS: Street, City, Post code

TO: Chairman of Supreme Allied Commander Transformation, (HQ SACT) Contracts Award Committee.

ATTN: Kevin Mills 7857 Blandy Road, Suite 100 Norfolk, VA 23551

Please verify and acknowledge propriety of above, by duly completing signatures below.

Authorizing Company Official:

Printed Name:

Position:

Title:

Authorizing Company (Signature): ---------------------------------, Date: -----------------.

Company name Witness Official:

Printed Name:

Witness Signature: ----------------------------------------------------------, Date -----------

Proposed rates must be fully “loaded” [G&A, O/H etc.], and include all travel/per diem expenses in your pricing however they must not include per diem (meals & lodging) and travel. Travel (and related expenses) will not be covered under this contract, but handled separately in accordance with the ACT Financial Manual.

SUBJECT: IFIB-ACT-SACT-18-70 Sealed Bid Price Proposal

Please find on behalf of Insert: Company Name to provide HQ SACT with services (collectively referred as “ITEMS”), subject to the provisions, terms and conditions stated in IFIB ACT-SACT-18-70 and the “Insert : Company Name Technical proposal”, submitted in accordance with solicitation provisions.

Service Area Base Period 01 Jan 2019 – 31 Dec 2019

Option Period 1 01 Jan 2020 – 31 Dec 2020

Option Period 2 01 Jan 2021 – 31 Dec

Rate

Rate:

Cost per Course at

HQ

SACT

(Inclusive of Travel Costs)

Dec 2019

Option Period 1 01 Jan 2020 – 31 Dec 2020

Option Period 2

Rate:

Cost per Course at

SEE

Mons, Belgium (Inclusive of Travel Costs)

Dec 2019

Option Period 1 01 Jan 2020 – 31 Dec 2020

Option Period 2

HQ SACT or by Email

Hourly Rate for 150 Hours

Hourly Rate for 150 Hours

Rate for 150 Hours

Writing, Communi cation, and Editing Support

Total Contract Value (Base + Option Periods) $

Please verify and acknowledge propriety of above, by duly completing signatures below.

Authorizing Company Official:

Printed Name:

Authorizing Company (Signature): ---------------------------------, Date: -----------------.

Company name Witness Official:

Printed Name:

Witness Signature: ----------------------------------------------------------, Date -----------

Enclosure 6

STATEMENT OF WORK

FOR CONTRACTING SPECIALIST

PURCHASING AND CONTRACTS BRANCH

HEADQUARTERS SUPREME ALLIED COMMANDER TRANSFORMATION

1. Introduction

The Allied Command Transformation Staff Training requires contractor support to provide a Strategies for Writing course which is designed to improve the quality of strategic documents produced by the staff.

2. Task-specific Background

In order to promulgate and promote SACT’s Intent and Vision, documents produced as output by the headquarters staff must be of the highest quality. HQ SACT creates many documents which are targeted at NATO HQ, SHAPE and National Authorities. These documents are used to influence decisions, create policy throughout NATO and justify the HQ Program of work. These documents must be extremely clear, concise and using proper grammar and formatting. The majority of Job Descriptions for this HQ require Standard Language Proficiency of 3 in English for writing and speaking. For the documents produced as output from this HQ the standard needs to be higher in order for them to provide the necessary desired impact on the receiving audience.

The level of expertise required for this training course is beyond the set of skills of the Headquarters Staff.

3. Scope of Work

Conduct on-site training courses for HQ personnel. Each course will provide a minimum of 16.5 hours of instruction per student for 10 participants. This will include 15 hours of group classroom instruction, 0.5 hours of individual student needs assessment at the beginning of the course and 1 hour personal coaching for each student at the end of the course to help the student apply the lessons to their current projects. The course should be conducted as a writing workshop and NATO documents and participants' writing are used as sample documents throughout the course.

Writing, Communication and Editing Support: Individual writing coaching and editing support will be provided on-site to graduates of the writing course at HQ by the same Instructor that delivered the group instruction to continue the writing development of the participants and to contribute substantively to the high quality of documents at ACT. This support will be available to the Staff Element Europe (SEE) graduates via electronic means. Communication coaching and support will be provided on an as-needed basis and billed hourly.

The course content will be developed by the contractor and will contain the items delineated below. It will be subject to final approval of the COTR. It will also be based on the principles of the ACT Style Guide, and will encompass the following elements:

Clarify and reinforce NATO's writing expectations

• Define writing strategies and rubrics

• Analyze sample NATO documents to understand the strategic writing rubrics being followed in each (revise documents as needed)

• Discuss advice for writing effective email messages and analyze email samples

Understand and apply the recommended writing process

• Discuss the recommended writing process (plan, write, revise)

• Determine the best writing strategy for each type of NATO document

Improve reader analysis, purpose clarification, and content development

• Conduct reader (audience) analyses for primary and secondary readers

• Clarify each document's purpose

• Complete project worksheets for content clarification

• Understand and apply various brainstorming techniques for content development

Develop clear organization patterns at all levels: document, section, paragraph, and sentence

• Understand how to organize information for effective reader comprehension

• Be able to organize according to each document's requirements

• Use headings and other formatting techniques effectively

• Place priority information in key locations for quick comprehension (for when readers skim instead of read)

• Review and apply various transitions for paragraph cohesion

• Learn and apply the known-new rule for sentence-to-sentence cohesion

Sharpen editing and proofreading skills for a clear and professional product

• Complete writing activities to understand and avoid wordiness, redundancy, weak verbs, and convoluted constructions (achieve a clear and concise style)

• Learn how tone is conveyed in writing and check for a professional tone

• Recognize and correct common grammar and punctuation errors

4. Tasking and Deliverables

4.1 Tasks. Carry out tasks as follows:

4.1.1 Conduct 5 courses as described in the scope of work for HQ SACT personnel located in Norfolk, Virginia. The class size will be limited to 10 personnel per session. The courses will be delivered during the 2018 calendar year on a schedule negotiated between the vendor and HQ Staff Training. This will be based HQ schedule.

4.1.2 Conduct 2 courses per year for SACT Staff Element Europe (SEE) personnel located at Supreme Headquarters, Allied Powers Europe (SHAPE) in Mons, Belgium. These iterations will be identical to those provided to the HQ staff.

Schedule of delivery to be negotiated between vendor, Staff Training and SEE, taking into account SEE schedule.

4.1.3 Provide 150 hours of Writing, Communication and Editing Support on an as needed basis. Graduates of the course will contact the provider on an as needed basis. This support will normally be held in person, but may be completed via e-mail when the participant approves. Contractor shall have 48 hours to respond to a document edit request and shall take a reasonable time based on length and content to conduct the review and edits.

4.1.4 Instructor will provide an end of course survey that will solicit feedback on the quality of the course and to measure the instructor’s effectiveness. Results will be provided to the COTR and contracting officer after the completion of each course or instruction for final review.

5. Instructor Requirements

The Instructor for this course will hold a minimum of a Masters of English or related field from an accredited university.

6. Phased Delivery

The delivery of the course iterations will be negotiated between vendor, Staff Training and SEE after the contract is set.

7. Contract Type and Period of Performance

A. Type of Contract: Firm Fixed Price, Deliverables-based.. The award of the contract will be made by lowest price, technically compliant factors.

B. Period of Performance: One year base with a two-year option period.

1. Base Year: 01 Jan 2019 -31-Dec 2019

2. Option year 1: 01 Jan 2020- 31 Dec 2020

3. Option year 2: 01 Jan 2021- 31 Dec 2021

8. Place of Performance

8.1 Courses will be delivered on-site HQ SACT and at SHAPE, Mons, Belgium. Staff Training will provide for use the following:

- Training room for 10 participants

- Projector, Smart Board and laptop

- Manual display and instructional tools such as easels as required

Contractor personnel are not authorized to make any permanent/semi-permanent physical modifications to the HQ SACT facilities. Contractors shall have full access the Microsoft Office Suite.

8.2 Vendor will arrange all travel and lodging for their personnel. These costs are to be included in the bid. Delineation of these costs are not required.

9. Contracting Officer’s Technical Representative (COTR)

9.1 The COTR is Mr. John McGarrigle, HQ Staff Training Coordinator, HQ Staff Training Section. The Deputy COTR, is LtCol Schmidt-Bruecken, DEU A, SH, HQ Staff Training Section.

9.2 The Contracting Specialist shall report to and receive technical guidance from the Research and Development Contracting Officer in the HQ SACT Purchasing and Contracts Branch, who will serve as the COTR. The COTR (or designated representative) shall provide direction, guidance, and support information, as needed, for all technical and content areas of the SOW, especially the tasking and deliverables.

The Contracting Officer has the final authority to amend, extend, or cancel this SOW/RFP for evolving requirements, new tasking, and/or technical non- performance.

The COTR shall:

• Resolve outstanding disputes, problems, deficiencies, and/or questions on the technical aspects of the SOW.

• Review (and approve) all contractor tasking and deliverables for completeness and accuracy.

9.3 The COTR shall have daily interaction with contractor personnel and can assess the quality, quantity, and timeliness of their work. The COTR’s written approval of work reported and deliverables submitted is mandatory for contractor invoices to be successfully processed.

10. Security

As the contractor will not need to have a seat in the headquarters, a security clearance is not required.

11. Security Conditions

The contractor must adhere to current security conditions at HQ SACT and other work sites. Contractor personnel shall comply with all local host nation, NATO security provisions and other policies and procedures, as required.

12. Building, Installation Access

The contractor is fully responsible for ensuring that contractor personnel have all needed vehicle passes and decals, and individual access badges and documents for appropriate access to the HQ SACT facility. The contractor shall submit requests for site access to the required base security office. More information can be found at:

https://cnic.navy.mil/om/dbids.html

13. Electronic Devices

All contractor personnel shall abide by the security restrictions regarding carrying and using electronic devices (e.g., laptops, cell phones) in the HQ SACT. The contractor shall be responsible for satisfying the necessary clearance from the HQ SACT Security Office before bringing any such device into the HQ SACT work environment.

14. Proof of Past Performance

The Contractor Company is to provide an instructor with a minimum of two past performance citation to show that it has successfully completed work that is similar to or directly traceable to the tasks and deliverables described in this SOW. The past performances cited should be within the past five years. The citations shall include the following information at a minimum:

• Summary of work performed that directly relates to this SOW.

• Outcome of abovementioned work performed.

• Summary of staff used (by number and position).

• Name of client and contact information.

• Date of work performance.

• Written permission to contact client for reference.

14. Invoice Payment

Contractor shall invoice to the contracting officer upon completion of each course. The COTR will certify any invoices for completion prior to the contracting officer submitting for payment. For instructor editing and review, contractor shall invoice hours worked on a monthly basis, but shall not exceed the 150 hours in a calendar year.

HQ SACT General Contract Terms and Conditions

Index of Clauses

1. Definitions

2. Applicable Law

3. Assignment

4. Acceptance

5. Service and Parts Availability

6. Preferred Customer

7. Notice of Shipment

8. Security

9. Inspection

10. Title

11. Supply Warranty

12. Invoices

13. Payment

14. Taxes

15. Excusable Delays

16. Indemnity

17. Disputes

18. Termination for Convenience

19. Termination for Default

20. Limitation of Liability

21. Export Control

22. Risk of Loss

23. Authorization to Perform

24. Performance

25. Travel

26. Proposed Candidates

27. Partial Awards

28. Competition

29. Contractor Notice Regarding Delay

30. Notice of Assistance with respect to Patent and Copy Right Infringement

31. Health and Safety and Accident Prevention

32. Patent Indemnity

33. Rights in Technical Data and Computer Software

34. Software Releases and Updates

35. Inconsistency between English version and Translation of Contract

36. Contract Effective Date

37. Enforcement

38. Order of Precedence

39. Entire Agreement

1. Definitions

As used throughout this contract, the following terms shall have meanings as set forth below:

a. “HQ SACT” means the Supreme Headquarters Allied Command

Transformation, located at 7857, Blandy Road, Suite 100, Norfolk, Virginia, United States of America.

b. Contracting Officer means the person executing and managing this contract on behalf of HQ SACT.

c. Inspector means a person appointed by the Contracting Officer for the purpose of determining compliance with the technical requirements of the contract.

d. The North Atlantic Treaty Organization is hereafter referred to as “NATO”.

e. The term "days" shall be interpreted as meaning calendar days

2. Applicable law

Except as otherwise provided in this contract, this contract shall be governed, interpreted and construed with the laws of the commonwealth of Virginia of the United States of America.

3. Assignment.

This agreement is not assignable by the Contractor either in whole or in part unless agreed in writing by HQ SACT Contracting Officer in accordance with;

a. Any modifications, including changes, additions or deletions and instructions under this contract shall not be binding unless issued in writing by the Contracting Officer

b. Sub-contractors shall be limited to citizens or legal entities of member nations of NATO, unless specifically authorized by the Contracting Officer.

c. The Contractor shall determine that any sub-contractor proposed by him for the furnishing of supplies or services which shall involve access to classified information in the Contractor's custody has been granted an appropriate facility security clearance by the sub-contractor's national authorities, which is still in effect, prior to being given access to such classified information.

4. Acceptance

a. Acceptance or rejection of the supplies shall be made as promptly as practicable after delivery, except as otherwise provided in this contract.

b. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or otherwise stated in the Contract. It is the action by which HQ SACT acknowledges that the Contractor has fully demonstrated that the deliveries are complete and operational. The formal acceptance will take place when the following requirements have been met:

- Availability at final destination of all deliverables.

- Successful completion of acceptance testing.

- Verification of the inventory.

- Satisfactory completion of all training or other services, if any, required by that date.

- Agreement between the Contracting Officer and the Contractor on a discrepancy list (if necessary) and corresponding clearance dates.

c. When discrepancies exist and if these do not prevent satisfactory use or operation of the supplies, the Contracting Officer may declare the acceptance provisional. In this case he will withhold from payment an amount commensurate with the importance of the discrepancies but in any case not less than ten (10) percent of the total contract value and this until all discrepancies have been cleared; at that time the acceptance becomes final.

5. Service and Parts Availability

Unless as specified otherwise in the Technical Specifications, the Contractor and his subcontractors will maintain and furnish a source of an adequate supply of services, components, spare parts and sub-assemblies to properly maintain the supplies for a period of minimum five (5) years from Contract Effective Date.

6. Preferred Customer

a. The Contractor warrants that the prices set forth in this contract are as favourable as those extended to any Government, Agency, Company, Organization or individual purchasing like quantities covered by the contract under similar conditions. In the event that prior to complete delivery under this contract the Contractor offers any of such items in substantially similar quantities to any customer at prices lower than those set forth herein, the Contractor shall so notify HQ SACT and the prices of such items shall be correspondingly reduced by a supplement to this contract.

b. Prices in this sense means "Base Price" prior to applying any bonuses.

7. Notice of Shipment

a. At the time of delivery of any supplies to a carrier for transportation, the Contractor shall give notice of shipment to the Contracting Officer and to such other persons or installations as are designated by the Contracting Officer. If such instructions have not been received by the Contractor at least one working day prior to such delivery to a carrier, the Contractor shall request instructions from the Contracting Officer concerning notice of shipment to be given.

b. The following information shall be included in such notification:

(1) Contract Number

(2) Shipping address

From: (Name and complete address of consignor) To: (Name and complete address of consignee)

(3) Listing of supplies by Contract Items(s)

(4) Number of and marking on packages(s)

(5) Weight and dimensions of packages(s)

(6) Name and address of Carrier, mode and date of shipment with waybill number,

(7) Customs documents required by Contractor (if applicable).

8. Security

a. The Contractor shall comply with all security requirements prescribed by HQ

SACT and the National Security Authority or designated security agency of each NATO country in which the contract is performed.

b. The Contractor shall be responsible for the safeguarding of NATO classified information, material and equipment entrusted to him or generated by him in connection with the performance of the contract.

c. Any known or suspected breaches of security or other matters of security significance shall be reported by the Contractor to the Contracting Officer and to the National Security Authority or designated security agency.

d. The Contractor shall apply to the Contracting Officer for approval before sub-contracting any part of the work, if the sub-contract would involve the sub-contractor in access to classified information. The Contractor shall place the sub-contractor under security obligations no less stringent than those applied to his own contract

9. Inspection

a. Unless otherwise specifically provided for in the specifications, all equipment, materials and articles incorporated in the work covered by this contract are to be new and of the most suitable grade of their respective kinds for the purposes intended. All workmanship shall be first class.

b. All supplies (which terms throughout this clause includes without limitation raw materials, components, intermediate assemblies, and end products) shall be subject to inspection and test by HQ SACT, to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance.

c. In case any supplies are defective in material or workmanship or otherwise not in conformity with the requirements of this contract, HQ SACT shall have the right either to reject them (with or without instructions as to their disposition) or to require their correction or to accept them against reduction in price which is equitable under the circumstances.

d. If any inspection or test is made by HQ SACT on the premises of the

Contractor or sub-contractor, the Contractor without additional charge shall provide all reasonable facilities and assistance to inspectors in the performance of their duties. If HQ SACT inspection or test is made at a point other than the premises of the Contractor or a sub-contractor, it shall be at the expense of HQ SACT except as otherwise provided in this contract. In case of rejection HQ SACT shall not be liable for any reduction in value of samples used in connection with such inspection or test. HQ SACT reserves the right to charge to the Contractor any additional cost of HQ SACT inspection and test when supplies are not ready at the time such inspection, when test is requested by Contractor or when re-inspection or retest is necessitated by prior rejection. Failure to inspect supplies shall neither relieve the Contractor from responsibility for such supplies as are not in accordance with the contract requirements nor impose liability on HQ SACT therefore.

e. The inspection and test by HQ SACT of any supplies does not relieve the

Contractor from any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance.

Except as otherwise provided in the contract, acceptance shall be conclusive except as regards latent defects, hidden deficiencies, fraud, or such gross mistakes as amount to fraud.

10. Title

Unless specified elsewhere in this contract, title to supplies furnished under this contract shall pass to HQ SACT upon acceptance, regardless of when or where HQ SACT takes physical possession.

11. Supply Warranty

a. Notwithstanding inspection and acceptance by HQ SACT of supplies furnished under the contract or any provision of this contract concerning the conclusiveness thereof, the Contractor warrants that for a period of twelve

(12) months following the date of acceptance:

(1) All supplies furnished under this contract will be free from defects in material or workmanship and will conform with the specifications and all other requirements of this contract; and

(2) The preservation, packaging, packing and marking and the preparation for and method of shipment of such supplies will conform with the requirements of this contract.

b. The Contracting Officer shall give written notice to the Contractor of any breach of the warranties in paragraph a. of this clause within thirty (30) days after discovery of any defect.

c. Within a reasonable time after such notice, the Contracting Officer may either:

(1) By written notice require the prompt correction or replacement of any supplies or part thereof (including preservation, packaging, packing and marking) that do not conform with requirements of this contract within the meaning of Paragraph a. of this clause; or

(2) Retain such supplies, whereupon the contract price thereof shall be reduced by an amount equitable under the circumstances and the Contractor shall promptly make appropriate payment.

d. When return, correction or replacement is required, the Contracting Officer shall return the supplies and transportation charges and responsibility for such supplies while in transit shall be borne by the Contractor. However, the Contractor's liability for such transportation charges shall not exceed an amount equal to the cost of transportation by the usual commercial method of shipment between the designated destination point under this contract and the Contractor's plant and return.

e. If the Contractor does not agree as to his responsibility to correct or replace the supplies delivered, he shall nevertheless proceed in accordance with the written request issued by the Contracting Officer per paragraph c to correct or replace the defective or nonconforming supplies. In the event it is later determined that such supplies were not defective or nonconforming within the provisions of this clause, the contract price will be equitably adjusted. Failure to agree to such an equitable adjustment of price shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Dispute".

f. Any supplies or parts thereof furnished in replacement pursuant to this clause shall also be subject to all the provisions of this clause to the same extent as supplies initially delivered. Corrected parts will be warranted for a period not less than six (6) months starting at the time the part is received back at the user’s location.

g. In case of a provisional acceptance the warranty period starts at the date of provisional acceptance and ends twelve (12) months after the date of provisional acceptance.

h. Failure to agree upon any determination to be made under this clause shall be a dispute concerning a question of fact within the meaning of the "Disputes" clause of this contract.

i. The word "supplies" as used herein includes related services.

j. The rights and remedies of HQ SACT provided in this clause are in addition to and do not limit any rights afforded to HQ SACT by any other clause of the contract.

12. Invoices

a. The contractor shall submit an original invoice and three (3) copies (or electronic invoice, if authorized) to the address designated in the contract to received invoices. All invoices shall be submitted no later than 30 days upon completion of work or services performed. An invoice must include: 1) Name and address of the Contractor; 2) Invoice date; 3) Purchase Order number and Purchase Order or Contract line item number; 4) Description, quantity, unit of measure, unit price and extended price of the items delivered; 5) Shipping number and date of shipment including the bill of lading number and weight of shipment if shipped on a bill of lading; 6) Terms of any prompt payment discount offered; 7) Name and address of official to whom payment is to be sent: and 8) Name, title, and phone number of person to be notified in event of defective invoice. All invoices shall be certified by the signature of a duly authorized company representative. Invoices for Contractor Travel shall include: 1) Contractor name; 2) Date of Travel; 3) Number of days; 4) Destinations. All invoices shall be submitted to:

Accounts Payable 7857 Blandy Road Suite 100, SR-82, Norfolk, VA 23551-2490

b. Electronic Fund Transfer is the prescribed method of payment for HQ SACT.

Contractors are requested to submit copies of banking information. Such information shall be submitted to HQ SACT 14 days prior to any contract award.

13. Payment

Payment shall be made for items accepted by HQ SACT that have been delivered to the delivery destinations set forth in this contract. Payments under this contract may be made by HQ SACT by electronic funds transfer payments or (check in exceptional cases) and shall submit this designation to the contracting officer as directed. In the event the Contractor, during the performance of this contract, elects to designate a different financial institution for receipt of any payment made using electronic funds transfer procedures, notification of such change and the required information must be obtained by HQ SACT thirty (30) days prior to the date such change is to become effective. The documents furnishing the information required in this clause must be dated and contain the signature, title, and telephone number of the Contractor official authorized to provide it, as well as the Contractor’s name and Purchase Order number.

Contractor failure to properly designate a financial institution or to provide appropriate payee bank account information may delay payments of amounts otherwise properly due. Discount time will be computed from date of delivery at place of acceptance or from receipt of correct invoice at the office specified by HQ SACT, whichever is later. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

14. Taxes

The contract excludes all applicable Federal, State, and local taxes and duties.

HQ SACT is a tax-exempt organization.

15. Excusable Delays

The Contractor shall be liable for default unless non-performance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of HQ SACT in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers.

The Contractor shall notify the contracting Officer in writing as soon as is reasonably possible after the 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 written notice to the Contracting Officer of the cessation of such occurrence.

16. Indemnity

The contractor shall indemnify HQ SACT and its officers, employees and agents against liability, including costs for actual or alleged direct or contributory infringement of or inducement to infringe, any United States or foreign patent, trademark, copyright, or other intellectual property right, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

17. Disputes

Except as otherwise provided, during the period of performance, any dispute between the parties arising out of the performance of this contract which is not disposed of by agreement shall be decided by the HQ SACT Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of HQ SACT shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to HQ SACT a written appeal. In connection with any appeal of HQ SACT decision under this paragraph, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. A decision shall be rendered within thirty (30) days of receipt of appeal. HQ SACT FC decision is final.

18. Termination for Convenience

HQ SACT reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of HQ SACT using its standard record keeping system have resulted from the termination. In the event of the failure of the Contractor and the Contracting Officer to agree as provided in paragraph d. upon the whole amount to be paid to Contractor by reason of the termination of work pursuant to this clause, the Contracting Officer shall pay to the Contractor the amounts determined by the Contracting Officer. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give SACT any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

19. Termination for Default

a. HQ SACT may, subject to the provisions or paragraph c. below, by written notice of default to the Contractor, terminate the whole or any part of this contract in any one of the following circumstances:

(1) If the Contractor fails to make delivery of the supplies or to perform the

Services within the time specified herein or any extension thereof; or

(2) If the Contractor fails to perform any of the other provisions of this contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms and in either of these two circumstances does not cure such failure within a period of ten days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure.

b. In the event HQ SACT terminates this contract in whole or in part as provided in paragraph a. of this clause, HQ SACT may procure supplies or services similar to those so terminated and the Contractor shall be liable to HQ SACT for any excess costs for such similar supplies or services. The Contractor shall continue the performance of this contract to the extent not terminated under the provisions of this clause.

c. Except with respect to defaults of sub-contractors, the Contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the contractor. If the failure to perform is caused by the default of a sub-contractor, and if such default arises out of causes beyond the control of both the Contractor and sub-contractor, without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform unless the supplies or services to be furnished by the sub-contractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.

d. If this contract is terminated as provided in paragraph a. of this clause, HQ

SACT, in addition to any other rights provided in the clause, may require the Contractor to transfer title and deliver to HQ SACT in the manner and to the extent directed by the Contracting Officer:

(1) Any completed supplies and

(2) Such partially completed supplies and materials, parts, tools, die, jigs, Fixtures, plans, drawings, information and contract rights (hereinafter called "Manufacturing materials") as the Contractor has specifically produced or Specifically acquired for the performance of such part of this contract as has been terminated; and the Contractor shall, upon direction of the Contracting Officer, protect and preserve property in the possession of the Contractor in which HQ SACT has an interest. Payment for completed supplies delivered to and accepted by HQ SACT shall be at the contract price.