RFP-ACT-SACT-16-42_Solicitation_Package_Final.pdf

RFP-ACT-SACT-16-42

Request for Proposal

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 Level of Effort contract in accordance HQ SACT General and Special 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 selected 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 19 July 2016, 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 1 hard copy of the technical and price proposal, each separately packaged and sealed and 1 electronic copy (1 PDF document containing each of the following documents NOT to include price proposal).

Both e-mail and hard copy must be received prior to 19 July 2016, 0900 hours, Eastern Standard Time, Norfolk, Virginia, USA.

(a) The bidders full name address, Point of Contacts, Telephone, Fax number and Internet site, (See Enclosure 1);

(b) Compliance statement (See Enclosure # 2);

(c) Completed Annex A & Supporting Key Personnel Resumes

(d) Company Price proposal, (Enclosure # 3)

(e) Any other technical information to determine whether proposed services, terms and conditions comply with all the requirements of this RFP.

12. Proposal Submission.

(a) E-mail proposals shall be submitted in a single PDF document to include only the Technical volume. Hard copy proposals shall be submitted in two separately packaged and sealed volumes, Technical and Price prior to the established bid closing date/time.

(b) Proposal packages should be delivered to HQ SACT via e-mail, courier, or hand carried with confirmation of delivery.

(c) Price proposals shall be in U S Dollar currency.

(d) Prices shall be on a Firm Fixed Price Basis

(e) 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.

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

(g) 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.

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 and Special 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(s). Split awards will be considered to garner the lowest combined total.

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 provide at least one Letter of

Reference.

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

Special and General Terms and Conditions to this RFP.

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, Contracting Officer 757-747-3575 tonya.bonilla@act.nato.int

Or Catherine Giglio, R&D Contracting Officer 757-747-3856

Catherine.giglio@act.nato.int

All correspondence shall be forward to;

HQ SACT, BUDFIN BRANCH

Purchasing & Contracting, Contracting Officer

RFP-ACT-SACT-16-42

ATTN. Tonya Bonilla

Tonya.bonilla@act.nato.int

7857 Blandy Road, Suite 100, Norfolk, VA, U.S.A.

mailto:tonya.bonilla@act.nato.int mailto:Catherine.giglio@act.nato.int mailto:Tonya.bonilla@act.nato.int

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. Page 10

Enclosure 2

COMPLIANCE STATEMENT TO SEALED BID RFP-ACT-SACT-16-42

It is hereby stated that our company has read and understands all documentation issued as part of RFP-ACT-SACT-16-42. Our company proposal submitted in response to the referenced solicitation is fully compliant with the provisions of RFP-

ACT-SACT-16-42, 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. Page 1

Enclosure (3) SUBJECT: RFP-ACT-SACT-16-42 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-16-42 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 ----------

# of Hours Hourly Rate Total Cost

TRANSNET DEVELOPMENT 900 $ $

Total Base Period $

Statement of Work in Support of HQ SACT

Transnet Development

2 July 2016

1. Introduction The Allied Command Transformation (ACT) Transformation Network Branch requires additional deliverable products to meet technical requirements and high rates of effort required in the fulfilment of:

Transformation Network Portal (TRANSNET) Development

The support will enable the achievement of Alliance transformation objectives in the field of developing TRANSNET

2. Task-specific Background The importance of TRANSNET based on SharePoint 2013, as a contributor to Alliance transformation, has increased. TRANSNET enables experts to work together to further transformation within NATO and among Alliance and Partner Nations.

The three Primary TRANSNET collaboration methods are:

1. Maintain information in a Community of Interest

2. Maintain your own Community linked from this Portal

3. Submit information for posting on an existing Community of Interest

3. Scope of Work Developing the TRANSNET Portal to enhance user performance and attract new communities of interest that promote and support a greater level of effort for innovative and comprehensive transformation. TRANSNET must be attractive to the users, in order to promote further use of its capabilities and resources. It must enhance interaction with the portal and its users by providing better user interface with its features.

4. Tasking and Deliverables

4.1. Tasks. Contribute technical support deliverables as follows:

4.1.1. Enhance the structure, user interface, and accessibility to improve document sharing and collaboration across the organization

4.1.2. Implement SharePoint workflow to automate simple business processes

4.1.3. Provide customer service support to all Transnet end-users

4.1.4. Maintain and enhance the components, look, and feel of the sites / sub-sites

4.1.5. Provide administration support services to all Transnet sub-site "owners" across the organization

4.1.6. Provide a “TRANSNET user handbook”

5. Experience Required

5.1. Demonstrated SharePoint 2013 administration with experience in supporting large scale environments with user access across the globe.

5.2. Demonstrated experience designing, configuring, developing, and implementing numberrous SharePoint web sites, webparts and applications

5.3. Demonstrated experience as a professional SharePoint administrator and Developer

5.4. Capable of effectingely communicating with internal and external customers possessing various levels of technical knowledge.

5.5. Exceptional written and verbal communication skills

5.6. Ability to work harmoniously in a multi-national environment

5.7. Superior organizational skills and attention to detail; ability to handle multiple tasks and prioritize workload

5.8. Demonstrated analytical and problem-solving abilities

5.9. Capable of working with minimal direction

5.10. Must be proficient in Englist (SLP 3333)

5.11. Must have NATO or National SECRET Clearance

6. Contract Type and Period of Performance

A. Type of Contract: Firm Fixed Price, Level of Effort in accordance with the General and Special Terms and Conditions

B. Period of Performance: 25 July 2016 – 30 Dec 2016

7. Place of Performance.

Primary place of performance is HQ SACT, 7857 Blandy Road, Suite 100, Norfolk, Virginia.

Contractor may conduct work from Contractor Facilities, however, access to the required database is available only from the Headquarters. Travel associated with this task is not anticipated. In the event of an unforeseen requirement for contractor travel, travel and per diem costs will be paid by ACT in accordance with the base contract provisions.

8. Contractor Performance Requirements and Reporting

8.1 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.

8.2 The COTR shall review the Contractor’s work at a minimum of milestone completion. The

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

8.3 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.

8.4 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 HQ SACT 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 to on-going work.

9. 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.

10. Rights in Technical Data Computer Software. Specific information to IPR is articulated in the General Terms and Conditions that support this contract. Ref: G T&C, clause # 33.

11. 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: G T&C, clause #21 and paragraph 15 (below).

12. Furnished Materials. For on-site work, HQ SACT shall provide all necessary working space;

office furniture; telephones; computers, software, peripherals, and support equipment; office supplies; classified/unclassified storage space; and access to unclassified and classified NATO wide area networks (WAN) (granted on an as needed basis to individuals with appropriate security clearances) and the Internet for work to be performed at all NATO sites. 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, as well as Microsoft Project.

13. Security

a. Personnel Clearances. Contractor personnel shall be responsible for obtaining all needed security clearances prior to starting work at HQ SACT. All Contractors shall have a minimum of a SECRET security clearance (as issued by NATO or the respective national

Ministry/Department of Defence (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

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. 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 access badges and documents for appropriate access to the HQ SACT facility. The Contractor Company shall submit requests for site access to SACT HQ, Attention Security Office, 7857 Blandy Road, Suite 100, Norfolk, VA 23551-2490.

d. 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. 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 One

A, Special Terms & 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 working for NATO Nation Governments.

15. Detailed Deliverables Required

The table below describes the context, the specific products and the estimated schedule.

Ser Activity Deliverable

Working closely with COTR:

Develop the TRANSNET Portal to enhance user performance and attract new communities of interest that promote and support a greater level of effort for innovative and comprehensive transformation.

1. Enhance the structure, user interface, and accessibility to improve document sharing and collaboration across the organization

2. Implement SharePoint workflow to automate simple business processes

3. Provide customer service support to all Transnet end-users

4. Maintain and enhance the components, look, and feel of the sites / sub-sites

5. Provide administration support services to all Transnet sub-site "owners" across the organization

6. Provide a “TRANSNET user handbook”

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 favorable 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:

HQ SACT

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 available at

(http://www.act.nato.int/budfin/budfinmain.htm). 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 http://www.act.nato.int/budfin/budfinmain.htm 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. Payment for manufacturing materials delivered to and accepted by HQ

SACT and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and Contracting Officer; failure to agree such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Dispute". HQ SACT may withhold from amounts otherwise due the

Contractor for such completed supplies or manufacturing materials such sum as the

Contracting Officer determines to be necessary to protect HQ SACT against loss because of outstanding liens or claims of former lien holders.

e. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of HQ SACT, be the same as if the notice of termination had been issued pursuant to such clause. If, after such notice of termination of this contract under the provisions of this clause, it is determined for any reason that the

Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of HQ SACT the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes".

f. Both parties are under duty of good faith. The contract includes not only the specific terms, but also law and customary practice applicable in the place where the contract is to be carried out and to the Type of Trade to which the contract relates.

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

21. Export Control. Contractor warrants that, if applicable all necessary technical assistance agreements (TAA), export control or other associated arrangements shall be valid prior to contract award. Should a Contractor require export pre-approval HQ SACT legal staff will be provided a preview of said companies request PRIOR to the companies submission to a

Government entity. Upon validation of request by HQ SACT Legal staff, subject agreement or request may be submitted to appropriate authority. (Please note: There are no specified time delays regarding TAA, or export control request being processed. However, experience has shown request can take anywhere from 30 days to 90 days depending on complexity of request, and administrative preparedness).

22. 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

HQ SACT upon: 1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or 2)

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

23. Authorization to Perform. The Contractor warrants that he and his sub-contractors have been duly authorized to operate and do business in the country or countries in which this contract is to be performed; that he and his sub-contractors have obtained all necessary licenses and permits required in connection with the contract; that he and the sub-contractors will fully comply with all the laws, decrees, labor standards and regulations of such country or countries during the…