RFP-ACT-SACT-14-03_SEE_CSC_for_AIS_CIS_Admin_ _Technical_Support.pdf

RFP-ACT-SACT-14-03

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.

Description of Acquisition

Part 1 Bidding Instructions

TABLE OF CONTENTS

1. General

2. Classification

3. Definitions

4. Eligibility

5. Duration of the Contract

6. Exemption of Taxes

7. Amendment or Cancellations

8. Bidder Clarifications

9. Bid Closing Date

10. Bid Validity

11. Contents of Proposal

12. Proposal Submission

13. Late Bid

14. Bid Withdrawal

15. Bid Evaluation

16. Proposal Clarifications

17. Award

18. Communications and Contacts

19. NATO Secret Document Storage

20. Point of Contact

ENCLOSURES:

1. SOW

2. Proposal Checklist

3. Address Label

4. Compliance Statement

5. Past Performance

6. Mandatory Price Proposal format

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PART 1 BIDDING INSTRUCTIONS

1. General.

This is a Firm Fixed Price deliverables contract in accordance HQ SACT General Terms and Conditions. Contract Award is contingent upon funding availability.

2. Classification.

This RFP 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 RFP, and has indicated thereon its intention without commitment, to participate in this

RFP.

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

(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

RFP 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 RFP 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 RFP 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 the United States of America and European Union, at the time of bidding.

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

5. Duration of Contract

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

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 RFP 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 RFP 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 RFP 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 RFP, 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) Information in response to a request for clarification to a prospective bidder shall be furnished to all prospective bidders as a Question and

Answer amendment. All such amendments shall be incorporated into this

RFP. Oral Interpretations shall not be binding.

9. Bid closing date.

(a) Bids shall be received at HQ SACT, Purchasing and Contracting

Office, no later than 27 March 2014, 0900 hours, Eastern Standard Time, Norfolk, Virginia, USA. No bids shall be accepted after this time and date.

10. Bid Validity.

(a) Bids shall be remain valid for a period of one hundred and twenty days

(120) form the applicable closing date set forth within this RFP. 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 the following minimum paper documents with the exception of the price proposal which is required in one copy only.

Additionally electronic copies of the documents are required with the exception of the price proposal no later than 27 March 2014, 0900 hours, Eastern Standard Time, Norfolk, Virginia, USA.

(a) A table of contents for the entire proposal (See checklist provided as Enclosure # 2);

(b) The bidders full name address, Point of Contacts, Telephone, Fax number and Internet site, (See Enclosure 3);

(c) Compliance statement (See Enclosure # 4);

(d) Provision of administrative, financial and technical volumes including scoring criteria, (See Annex A to Statement of work).

(e) Past performance (See Enclosure #5 )

(f) Company Price proposal, including (Enclosure # 6)

(g) A CD Rom containing an electronic copy of all documentation as requested above. (Note, there is not a price proposal included)

(h) Appropriate technical and financial information to determine whether proposed services, terms and conditions comply with all the requirements of this RFP.

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 RFP

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.

(c) Proposal packages may be made by mail, courier or hand carried.

(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.

(f) Prices shall be on a Firm Fixed Price Basis Price volumes shall 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.

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 RFP. HQ

SACT is not responsible for any content that is not clearly identified in any proposal package.

(b) Proposals shall be evaluated taking into consideration of the following factors;

Successful administrative submission of bid packages and requested Enclosures 2-6, as listed in this RFP. (Pass/Fail).

Successful determination of Technical compliance based upon criteria contained in Annex A.

Lowest Price Offer.

Acceptance of HQ SACT General Terms and Conditions.

16. Proposal Clarifications.

(a) 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 Lowest Priced Technically Compliant offeror.

HQ SACT will collect information from references provided by the Offeror in regard to its past performance. The Offeror must provide the information requested for performance risk evaluation, or affirmatively state that it possesses no directly related or similar past performance.

Firms lacking relevant past performance shall receive an “unknown” evaluation for performance risk.

HQ SACT reserves the right to negotiate minor deviations to the listed

Special and General Terms and Conditions to this IFIB

18. Communications.

(a) All communication related to this RFP, between a prospective bidder and

HQ SACT shall be 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 RFP. Such adherence shall ensure Fair and Open Competition with equal consideration and competitive footing leverage to all interested parties.

19. Point of Contact is;

Tonya Bonilla, R&D Contracting Specialist 757-747-3575 tonya.bonilla@act.nato.int Or Curtis Day, R&D Contracting Officer 757-747-356 Curtis.day@act.nato.int

All correspondence shall be forward to;

HQ SACT, BUDFIN BRANCH

Purchasing & Contracting, R&D Contracting Officer

RFP-ACT-SACT-14-03

ATTN. Tonya Bonilla/Curtis Day Tonya.bonilla@act.nato.int 7857 Blandy Road, Suite 100, Norfolk, VA, U.S.A.

mailto:tonya.bonilla@act.nato.int mailto:Curtis.day@act.nato.int mailto:Tonya.bonilla@act.nato.int

Enclosure 2

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.

of subject solicitation. Page 11

Enclosure 3

(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 RFP-ACT-SACT-14-03

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

Sender: ___________________________

HQ SACT

RFP-ACT-SACT-14-03

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

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

COMPLIANCE STATEMENT TO SEALED BID RFP-ACT-SACT-14-03

It is hereby stated that our company has read and understands all documentation issued as part of RFP-ACT-SACT-14-03 Our company proposal submitted in response to the referenced solicitation is fully compliant with the provisions of RFP-ACT-SACT-14-03, 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: ______________________________________________ documents/information required. For clarification, please refer to Bidding instructions in part 1 of subject solicitation. Page 13

Enclosure 5

PAST PERFORMANCE INFORMATION FORM

PAST PERFORMANCE DATA

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):

subject solicitation. Page 14

(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:

subject solicitation. Page 15

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

Name/Signature of Authorized Company Official subject solicitation. Page 16

This Page Intentionally Left Blank

RFP-ACT-SACT-14-03 Contractor Support for Senior SME OLCM BPM

Enclosure 6

RFP-ACT-SACT-14-03 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: Tonya Bonilla 7857 Blandy Road, Suite 100 Norfolk, VA 23551

RFP-ACT-SACT-14-03 Contractor Support for Senior SME OLCM BPM

Proposed rates must be fully “loaded” [G&A, O/H etc.]. Please note it is expected payment will be made upon the successful completion of each Milestone identified below. Travel Costs including transportation, lodging, per diem and miscellaneous expenses should be included in the cost proposal; no additional travel funding will be provided by HQ SACT.

SUBJECT: RFP-ACT-SACT-14-03 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 RFP ACT-SACT-14-03 and the “Insert : Company Name Technical proposal”, submitted in accordance with solicitation provisions.

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: ____________________________ Position: ____________________________ Title: ____________________________ Witness Signature: ----------------------------------------------------------, Date -----------

Base Period # of Hours Hourly Rate Total Cost

ACT SEE CSC for AIS/CIS Admin & Technical Support

900 $ $

Total Base Period $ $

Statement of Work for CONTRACTOR SUPPORT to ACT SEE CSC for AIS/CIS

Admin & Technical Support

1. Introduction:

With the implementation of the new NATO Command Structure in 2012, the SEE Coordination and Support Cell (CSC) is responsible to DACOS CRTR, in his capacity as Director of SEE, to provide administrative and management support to all SEE entities.

CSC assigned personnel are carrying heavy workloads to support core SEE PE personnel. Additional support needs to be provided to the 27 non-PE personnel above the authorized personnel strength of 98 personnel in SEE. The total additional number of contractors, interns, and VNCs at SEE will continue to increase and will remain on a high level, swinging between + 27 persons (+ 28 %) and 37 persons (+ 38 %) in the future; resulting in additional workload on the CSC.

These additional responsibilities require special CIS knowledge throughout all of our planned projects. All current positions in CSC are primarily required for administrative and management support. There are no surplus positions.

This service delivery will be provided consistent with appropriate CIS and security authorities and procedures at Staff Element Europe.

2. Scope and General Requirements:

ACT SEE seeks contractor to provide requirements coordination in the areas of

a. AIS and CIS support services.

b. Improvement of the new document handling system (DHS) based on SharePoint 2010.

c. Preparations to meet the requirements of the new relationship to a customer funded NCIA.

d. Replacement of work stations.

e. Initial usage of zero clients.

f. Initial usage of iPhones and iPads.

g. h. Windows 7 rollout to clients.

i. Upgrade of the SEE “Waterloo”, “Namur”, and “Mons” Conference Rooms including their VTC equipment.

j. Improvement of the security and safety in buildings 104 and 136.

3. Type of Contract and Period of Performance.

a. Type of Contract. This is a Commercial Personnel Services Contract in accordance with the Special Terms and Conditions; as such it is a Firm Fixed

Price, Level of Effort Contract with a maximum limit or fraction thereof as set forth in the Statement of Work. All employer responsibilities for Contractor personnel performing under this contract shall lie with the Contractor.

b. Period of Performance. The contract period requested is for 6 months on or about 1 April 2014 through 30 September 2014.

c. Level of Effort. Six months with 900 m a n hours of service to be rendered by the contract personnel. Man hours are further defined in part 1(a) of the

Special Terms and Conditions.

4. Tasking and Deliverables:

The Contractor will provide services to the Coordination and Support Cell at ACT SEE.

The Contractor will:

Perform an evaluation of technical and local requirements in support of ACT SEE.

Provide recommendations to ACT SEE with regard to SHAPE Infrastructure Management Section to install a Public Address System in building 104 and develop a method of determining acceptance for subsequently installed system.

Reformat, organize, and complete metadata for each DACOS CRTR and CSC file previously stored on DHS to SharePoint 2010 on the NATO SECRET (NS) network in accordance with the specification by the Capability Requirements Target and Review (CRTR) and Coordination Support Cell (CSC) SharePoint Functional Administrators.

Provide technical support to ACT SEE and support coordination with NCIA for the ongoing upgrade of Audio Visual (AV) Systems to simplify and centralize AV control, specifically for “Waterloo”, “Namur”, and “Mons” Video Teleconference/Conference Rooms within ACT SEE buildings.

Develop user handbooks and provide training to SEE Staff on the use of the upgraded AV Systems identified above as well as the “Brussels” Conference Room.

Provide advice on administrative procedures related to the new relationship between customer-funded NCIA and ACT SEE throughout the six month period.

Develop a plan to facilitate testing and recommend the initial usage and sequence of installing zero clients infrastructure. .

Provide training on the use of Blackberry Z10 and Blackberry Playbooks for ACT SEE staff.

Develop a plan for the rollout of 10 additional NU/NR work stations (fat clients).

Develop and coordinate plan for the rollout of the upgrade of approximately 130 work stations from Windows XP to Windows 7 and/or from Office 2003/2007 to Office 2010.

5. Contractor’s Qualifications:

The Contractor will demonstrate the following:

a. Demonstrated experience as a Microsoft SharePoint 2010 Administrator (Certificate required).

b. Demonstrated knowledge of ITIL Service Level Management Principles

c. Demonstrated knowledge of virtual desktop infrastructure

d. Demonstrated experience on VMWare clients

e. Demonstrated capabilities to support mobile business corporate email solutions

f. Working experience in service delivery (Helpdesk)

g. Demonstrated working knowledge with Polycom

h. Experience 1 year within the last 5 years in working in a multinational organization.

i. Language: Proficient in English (SLP 3333) or equivalent in writing, reading, speaking and listening

j. Microsoft Office Certification

k. Security Clearance: NATO SECRET or National equivalent

l. Higher Secondary education and completed higher vocational training leading to a formal technical or professional certification with 3 years function related experience, or a Secondary education and completed advanced vocational training leading to a professional qualification or professional accreditation with 5 years working experience related to the duties identified in the SOW.

6. Place of Performance:

The Contractor is expected to perform the required services at ACT SEE, SHAPE compound, Mons (BEL).

7. Furnished Materials and Services:

ACT SEE will provide all necessary working space, office furniture, access to telephones, computers, software, peripherals and support equipment, office supplies, classified/unclassified storage space, and access to unclassified and classified NATO wide area networks (WAN) and Internet for work. The contractor is not authorized to make permanent/semi-permanent physical modifications to the ACT SEE facilities or equipment.

8. Contractor Performance Requirements and Reporting Supervision. The COTR (or designated representative) shall provide direction, guidance, and support information, as needed, for all technical and content areas of the SOW. The COTR shall:

On behalf of the Contracting Officer, attempt to 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.

Submit to the Contracting Officer the signed company monthly report with his endorsement for retention in contract administration file.

The COTR shall review the Contractor’s work at a minimum of monthly, or as needed.

The COTR’s written approval of work performed is mandatory for Contractor invoices to be successfully processed.

Contractor Reporting. The Contractor shall submit a monthly report to the COTR and the Contracting Officer, detailing progress on the SOW for the reporting period.

The report shall include, but not be limited to, the following information:

Name(s) of Contractor personnel assigned to work.

Summary of work performed during reporting period.

Contract hours expended showing a comparison with budgeted hours.

Work performed for reporting month.

Work anticipated to be performed for the coming month.

Current or anticipated problems/deficiencies and recommended solutions.

The COTR reserves the right to amend the reporting requirements to receive alternate/additional data and information on a more frequent or less frequent basis, and to request other reports that detail designated aspects of the work or methods to remedy problems and deficiencies. The Contractor shall be responsive to evolving requirements that may necessitate adjusting the quantity and qualifications of the contractor personnel.

Additional Contractor Requirements. The COTR (or designated representative) may identify missing, erroneous, or unneeded requirements and tasking. The Contractor is expected to work closely with other team members and designated ACT SEE personnel. Consequently, the Contractor is expected to promptly address an identified problem/deficiency, providing the COTR with information on how the problem shall be corrected and any impact on on-going work.

9. Proof of Past Performance. The contractor company is to provide a minimum of two past performance citations (for work within the past five years to show that it or the individual (in the case of a single employee company) has successfully completed work that is similar to or directly traceable to the tasks outlined in this SOW. The citations shall include the following information at a minimum:

Summary of work performed that is similar to, or directly relates to this SOW.

Status of work (i.e., on-going, complete)

Date of work performance

Summary of staff used (by number and position)

Name of Client

Complete contact information

Permission to contact client for reference.

10. Contractor Technical Evaluation. Each responding Contractor Company shall be judged on technical information provided in response to this SOW to determine Technical Compliance. It is the responsibility of the contractor company to clearly demonstrate both the company and nominated individual unequivocally meet full compliance. Proposals shall be assessed and evaluated in accordance to Annex A to this solicitation. All applicable resumes are mandatory to enable a professional evaluation.

11. Rights in Technical Data Computer Software. Specific information to IPR is articulated in the General Terms and Conditions that support this contract. Ref: ACT- SACT-14-03, G T&C, Clause #33.

12. Releasability. NATO nations have regulations and laws applying to the export of defence related goods by domestic commercial sources to outside entities (such as NATO). The products or services under this SOW will need to be releasable to entities identified under the statements made with regard to both the Intellectual Property Rights and any applicable export control laws, Ref: ACT-SACT-14-03, G T&C.

13. Security.

a. Personnel Clearances. Contractor personnel shall be responsible for obtaining all needed security clearances prior to starting work at ACT SEE.

All Contractors shall have a minimum of a SECRET security clearance (as issued by NATO or the respective national Ministry/Department of Defense

(MoD/DoD). No clearance or waiver to this requirement shall be granted, and no Contractor shall be assigned without having the needed clearance in place. If the Contractor Company cannot assign personnel with the required

SECRET security clearance on the start date, the company shall be liable for bid non-compliance or immediate contract termination. The Contractor

Company must provide advance written proof of the ability to assign fully cleared personnel prior to contract award/start. The Contractor Company is fully responsible for arranging all work visas.

b. Security Conditions. The Contractors must adhere to current security conditions at SHAPE and other work sites. Contractor personnel shall comply with all local host nation, NATO security provisions and other policies and procedures, as required. The possible security classification of the deliverables under this contract may range from unclassified through NATO

SECRET.

c. Building/Installation Access. The Contractors are fully responsible for ensuring that they have all needed vehicle passes and decals, and individual badges and documents for appropriate access to the SHAPE facility.

d. Electronic Devices. All Contractor personnel shall abide by the security restrictions regarding carrying and using electronic devices (e.g. laptops, cell phones) in SHAPE. The Contractor shall be responsible for satisfying the necessary clearance from the SHAPE security office before bringing any such device into the SHAPE work environment.

14. Export Control. NATO nations have regulations and laws applying to the export of defence related goods/services originating from domestic commercial sources to foreign entities. Usually under those laws and regulations, NATO is considered a foreign entity. The following requirements of this Statement of Work are provided in order to allow the bidder/contractor the opportunity to assess the applicability of their pertinent national laws and regulations and take action, as required (Reference, Part

1A, Special Terms and Conditions). The services shall be rendered at a maximum in the following locations: NATO member Nations and future NATO member Nations and NATO Partnership for Peace, Med-dialogue, Istanbul Cooperative Initiative (ICI) and contact countries. Persons exposed to the services performed under this SOW shall be nationals of NATO member Nations.

General Contract Terms and Conditions – Commercial

a. Assignment. This agreement is not assignable by the Contractor either in whole or in part.

b. Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

c. 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 SACT Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of 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 SACT a written appeal. In connection with any appeal of 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. By acceptance of a Purchase Order, the parties (Contractor and SACT) waive legal recourse and agree to institute arbitration proceedings, in accordance with SACT standard Arbitration Agreement, if the dispute cannot be settled by the procedures contained above. Each party agrees that these proceedings will be the exclusive remedy at law or in equity available to either party, each party hereby waiving and specifically agreeing not to pursue any other judicial (including any law suit for damages, declaratory judgment, or for any other requested relief), equitable, administrative, or other remedy that might be available, permissible, or possible. Pending final decision of dispute hereunder, the Contractor shall proceed diligently with performance of this contract.

d. 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 SACT in either 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.

e. Invoice. The contractor shall submit an original invoice (or electronic invoice) to the COTR. The invoice must include:

(1) Name and address of the Contractor;

(2) Invoice date;

(3) Purchase Order number and Purchase Order line item number;

(4) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(5) Name and address of official to whom payment is to be sent.

f. Indemnity. The contractor shall indemnify 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.

g. Patents and Copyrights. According to arrangements made by some NATO countries, certain patents and copyrights may be utilized by member nations of NATO and by NATO Organizations free of charge. For reference purposes, Contractor will provide to SACT, to the best of knowledge, a list of such patents and/or copyrights associated with any hardware/software to be provided under this contract.

Patents/copyrights listed shall be annotated as to whether or not any royalty costs for their use have been included in or excluded from Contractor’s corresponding price quotation.

h. Rights in Technical Data and Computer Software.

The following rights for all technical data and software supplied and installed within the scope of the contract are required: (1) unlimited rights for all technical data and software, including related documentation, developed specifically for this contract, (2) limited rights for all other deliverables, in accordance with commercial practices for off-the-shelf deliverables and proprietary products.

(1) Contractor shall provide separate listings delineating the technical data and computer software for which limited and unlimited rights are conveyed in accordance with the above stated requirements, and Contractor represents it has included in its proposal prices for all license fees, royalties and all other fees to provide these rights.

(2) All written material (reports, studies, presentation materials, etc.) that is produced as a result of this contract will be the sole and exclusive property of SACT free from any claim(s) or retention rights thereto on the part of the Contractor. SACT has the exclusive rights to use this material as it deems fit.

i. Payment. Payments are net 30 days. Payment shall be made for items accepted by SACT that have been delivered to the delivery destinations set forth in this contract. Payments under this contract may be made by SACT either by check or electronic funds transfer payments and shall submit this designation to the contracting officer as directed.

(1) 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 SACT thirty (30) days prior to the date such change is to become effective.

(2) 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.

(3) Risk of Loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to SACT upon:

i. Delivery of the supplies to a carrier, if transportation is f.o.b. origin, or

ii. Delivery of the supplies to SACT at the destination specified in the contract, if transportation is f.o.b. destination.

(4) Taxes. The contract excludes all applicable Federal, State, and local taxes and duties. SACT is a tax-exempt organization.

(5) Termination for Convenience. 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 SACT using its standard record keeping system have resulted from the termination. 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.

(6) Termination for Cause. SACT may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide SACT, upon request, with adequate assurances of future performance. In the event of termination for cause, SACT shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to SACT for any amount for supplies or services not accepted, and the Contractor shall be liable to SACT for any all rights and remedies provided by law. If it is determined that SACT improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

k. Warranty. The Contractor warrants and implies that the supplies delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. Contractor warrants that the performance of services hereunder will be provided in a professional and workmanlike manner in accordance with the industry accepted standards and the terms of this contract.

l. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to SACT for consequential damages resulting from any defects or deficiencies in accepted items.

m. Enforcement. Failure by either party to enforce any provision of this contract will not be deemed a waiver of future enforcement of that or any other provision. The invalidity or unenforceability of any provision of this contract shall not affect the other provisions hereof, and this contract shall be construed in all respects if such invalid or unenforceable provisions were omitted.

n. Order of Precedence. Any inconsistencies in the solicitation or contract shall be resolved by giving precedence in the following order:

(1) The purchase order;

(2) Any Special Contract Terms and Conditions;

(3) The General Contract Terms and Conditions;

(4) Solicitation provisions if this is a solicitation;

(5) The specification/statement of work;

(6) Other SACT documents, exhibits and attachments; and

(7) Addenda to this solicitation or contract, including any license agreements for computer software, or other Contract agreements.

o. Entire Agreement. This contract sets for the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or representations, oral or written, regarding such subject matter.

SACT shall not be bound by, and specifically objects to any term, condition, or other provision inconsistent with or in addition to any provision of this contract that is submitted by Contractor in any correspondence or any document unless SACT specifically agrees to such provision in a written instrument signed by an authorized representative of SACT.

HQ SACT Special Terms and Conditions for Personnel Services Contracts 10/08

HQ SACT Special Terms and Conditions for Commercial Personnel Services Contracts

1. Scope. These special terms and conditions address all issues pertaining to the Commercial

Personnel Services to be rendered by the Contractor to HQ SACT under this Contract, thereby taking precedence over the HQ SACT General Terms and Conditions.

2. Type of Contract. As far as the Commercial Personnel Services under this Contract are concerned this is a Level of Effort Contract with a not to exceed limit presented by the man years or fraction thereof, as provided in the SOW. This Contract establishes a contractual relationship strictly between the Contractor and HQ SACT. All employer responsibilities for the Contractor Personnel performing under this Contract shall lie with the Contractor.

3. Definitions.

a. Billable Hours. As further specified in these Special Terms and Conditions, hours spent by

Contractor Personnel in the immediate performance of this Contract for which the Contractor may bill HQ SACT at the hourly rate set out in this contract.

b. Commercial Personnel Services. As specified in the SOW, the continuous performance to be provided by Contractor Personnel. The amount of Commercial Personnel Services is calculated on the basis of Man Years or a fraction thereof.

c. Contractor Personnel. An individual employed by the Contractor to perform the services required under this Contract for HQ SACT.

d. HQ SACT Work Days. Mondays through Fridays with the exception of HQ SACT Holidays. The number of HQ SACT Holidays may vary from year to year. A list may be obtained through the

Contracting Officer.

e. HQ SACT Working Hours. On HQ SACT Work Days, 7.5 hours daily between 0800 and 1700 hours.

f. Man Year. 1800 hours of service to be rendered by one Contractor Personnel within one calendar year. The basis of this calculation is 46 weeks of contract performance at 37.5 hours assuming 5 HQ

SACT work days per week. As a baseline the further assumption is:15 days of HQ SACT holidays and 15 days as the minimum individual leave, thus allowing for the allocation of a minimum of 75 hours per year as possible overtime. As, in particular, the number of individual leave days may be greater and the number of HQ SACT holidays may vary, the allowable overtime figure will change accordingly. In no event shall the ceiling of 1800 hours per man year or corresponding fraction thereof be exceeded.

g. Overtime. Hours within the contracted man year or fraction thereof (1800 hours maximum for full year’s service) served by Contractor Personnel outside of the limitations of the Delivery of Service stated in paragraph 4 and the SOW, as for each occasion requested by the COTR in writing.

h. Products. Any item, document, writing, study, briefing, data base, piece of software or any other physical or intellectual result of the performance of the commercial personnel service or the associated interaction with NATO staff which may be subject to ownership rights.

4. Delivery of Service. All Commercial Personnel Services under this Contract will be performed only on HQ SACT Work Days and during HQ SACT Working Hours to total no more than 7.5 hours per HQ SACT Work Day.

5. Exceptions from Delivery of Service. Under exceptional circumstances Commercial Personnel

Services may be provided outside of the limitations for the Delivery of Services stated in paragraph 4

a. Overtime requires a specific written request to the Contractor by the COTR.

b. Permanent deviation has to be in writing in the SOW with the signature of the Contracting Officer.

6. Coordination of Delivery of Service and Personal Leave. In order to ensure a balanced professional performance of the Contractor Personnel employed by the Contractor, during their performance for HQ SACT, the Contractor shall ensure that each Contractor Personnel will take a minimum of 15 and not more than 30 HQ SACT Work Days as personal leave during the course of a calendar year.

7. Coordination of Absences. To ensure the uninterrupted flow of HQ SACT projects, any absence by Contractor Personnel requires earliest possible coordination with the COTR. Generally, such absence requires the approval by the COTR.

a. Personal Leave. At the beginning of the Contract the Contractor and the COTR will establish a leave plan for each Contractor Personnel.

b. Sickness. Should absences caused by sickness affect the performance of an HQ SACT project, the

Contractor, upon request by the Contracting Officer, shall immediately replace the incapacitated

Contractor Personnel with an equally qualified individual.

c. Other Absences. Unless otherwise arranged for, the Contractor shall ensure the full presence of the

Contractor Personnel in accordance with the Delivery of the Service set out in paragraph 4.

8. Billable Hours. Only time spent by Contractor Personnel in the immediate performance of this

Contract.

a. Billable hours on travel. Billable hours for travel performed as a service under this Contract will be any time spent away from the primary location of duty, between 0800 and 1700 hours local time up to a maximum total of 7.5 hours for any given work day at the destination of the travel.

b. Overtime. All overtime within the limit of the contracted manyear or fraction thereof (total of 1800 hours for full year’s service) shall be billed at the normal hourly rate set out in this contract.

c. Non-performance. Personal leave, closing of the Headquarters by the order of the HQ SACT Chief of Staff, sickness, company coordination, company reports, training, lunch, breaks or any other activity not immediately related to the performance of the services required under this Contract do not constitute billable hours.

9. Commitment of Contractor Personnel. The Contractor warrants that the Contractor Personnel initially presented for the performance of this Contract will perform this Contract for its duration.

Any exchanges of Contractor Personnel shall meet the requirements of the SOW and be performed only with written consent by the Contracting Officer.

10. Deficient performance. Should committed Contractor Personnel perform unsatisfactorily the

Contractor will exchange such Contractor Personnel, at the request of HQ SACT Contracting Officer for Contractor Personnel meeting the quality requirements set out in the SOW.

11. Contractor Responsibility for Contractor Personnel. The Contractor, and in the case being, the sole proprietor, as the employer of the Contractor Personnel performing the services under this

Contract shall be fully responsible for all insurances, emoluments as well as taxes and payments to the health, social security and workmen’s compensation schemes due.

12. Billing. The Contractor shall bill time for Contractor Personnel at the hourly rate set out in this contract ONLY for billable hours.

13. Billing for Travel. Travel by Contractor Personnel shall be authorised and reimbursed in accordance with ACT Financial Manual Section 24, “Contractor Travel”.

a. The in-house Travel Agency will set the transport ceiling cost.

b. Transport tickets purchased through the in-house travel agency will be reimbursed by HQ SACT directly to the in-house travel agency. These costs will not be invoiced by, or paid to, the contractor company. When transport tickets are purchased by the Contractor through another source only the ceiling cost allocated by the in-house travel agency will be reimbursed to the Contractor.

c. All incidental expenses to include overhead for the performance of travel will be reimbursed through a flat NATO Civilian subsistence allowance as posted on http://www.act.nato.int/organization/contracting/forms-contractor-travel.

14. Invoices. All invoices shall be provided by the Contractor in accordance with the General Terms and Conditions to this Contract. Additionally, the invoices for Commercial Personnel Services shall contain, at a minimum,

a. A breakdown of the Contractor Personnel;

b. The billable hours performed by each of them by day; and also

c. Indicating travel, absences our other relevant information; as well as

d. Any overtime shall be provided together with the requisite COTR request.

15. Instructions for safety and management of the HQ. The Contractor shall ensure that the

Contractor Personnel honour all HQ SACT Directives and further guidance by the Chief of Staff regarding the safety and management of HQ SACT.

16. Work Space. If provided for in the SOW, HQ SACT will provide working spaces for the

Contractor Personnel. Should these spaces not be considered adequate by the Contractor, the

Contractor will at its own expense ensure working spaces in the immediate vicinity of the identified location of performance.

17. Representation of HQ SACT/NATO. When dealing with third parties during the execution of this

Contract, the Contractor Personnel shall present themselves as representatives of the Contractor working under contract for HQ SACT/NATO.Contractor Personnel shall not take decisions or commitments for HQ SACT/NATO.

18. Ownership of Work Products. All Products created by Contractor Personnel under this contract are to be orginal and are the property and under the copyright of HQ SACT, unless otherwise specifically stated in this Contract.

19. Disclosure of Information.

'Information' means all information or material, whether in oral, written, visual, electronic and/or other form disclosed to one party by or on behalf of the other party under or in connection with the

Contract.

19.1. Subject to this clause each party shall;

(a) Treat in confidence all information it receives from the other party;

(b) Agree not to disclose any of that Information to any third party without the prior written consent of the other party, which consent shall not unreasonably be withheld, except that the Contractor may disclose Information in confidence, without prior consent, to such persons and to such extent as may be necessary for the performance of the Contract.

(c) shall, upon request from the other party, return any Information or erase any electronic files in its possession.

(d) shall not use any of that Information otherwise than for the purpose of the Contract

(e) shall not copy any of that Information except to the extent necessary for the

19.2 The Contractor shall take all reasonable precautions necessary to ensure that all Information disclosed to the Contractor by or on behalf of HQ SACT under or in connection with the Contract:

(a) Is disclosed to its employees and sub-contractors, only to the extent necessary for the performance of the Contract.

(b) Is treated in confidence by them and not disclosed except with prior written consent or used otherwise than for the purpose of performing work or having work performed for HQ…