RFP_-ACT-SACT-19-70_Technical_Writer_and_Contract_Coordinator___Assistant.pdf

RFP-ACT-SACT-19-70

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

Description of Acquisition

Part 1 Bidding Instructions

1. GENERAL

2. Classification

3. Definitions

4. Eligibility

TABLE OF CONTENTS

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 Proposal

14. Bid Withdrawal

15. Bid Evaluation

16. Proposal Clarifications

17. Award

18. Communications and Contacts

19. Point of Contact

ENCLOSURES:

1. Proposal/Content Checklist

2. Address Label

3. Compliance Statement

4. Past Performance

5. Mandatory Price Proposal format

6. SOW for the a technical writer and contracts coordinator / assistant

PART 1 BIDDING INSTRUCTIONS

1. General

This is a Firm Fixed Price Level of Effort contract in accordance the General a n d S p e c i a l Terms and Conditions; Contract Award is contingent upon funding availability; Partial bidding is NOT allowed.

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 in the

United States of America, at the time of bidding.

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

5. DURATION OF CONTRACT

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

Period of Performance:

Base Period is on or about 18 November 2019 – 31 December 2019 with one possible 12 month option periods; 1 January 2020 – 31 December 2020

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 10 days prior to closing.

(b) In lieu of a bidder’s conference, HQ SACT invites bidders to submit initial technical questions not later than 8 November 2019

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

9. BID CLOSING DATE

Bids shall be received at HQ SACT, Purchasing and Contracting Office, no later than 12 November 2019, 0900 hours, Eastern Standard Time, Norfolk, Virginia, USA. No bids shall be accepted after this time and date.

10. BID VALIDITY

Bids shall be remain valid for a period of one hundred and twenty days (120) form the applicable closing date set forth within this 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 of the following minimum paper documents (Clipped - no spiral or plastic binding please): Additionally electronic copies (e-mailed PDF version) of the documents are required no later than 12 November 2019, 1200 hours, Eastern Standard Time, Norfolk, Virginia, USA.

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

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

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

(c) Provision of administrative, financial and technical volumes

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

(e) Past performance (See Enclosure #4)

(f) Company price proposal (Enclosure #5) http://www.act.nato.int/contracting-procurements

12. PROPOSAL SUBMISSION

(a) One electronic copy of the proposal, with a separate electronic price volume is required to the assigned Contracting Officer, prior to the established bid closing date via E-mail PDF document.

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

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

(d) 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.

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

(f) 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 bidder may withdraw their bid up to the date and time specified for bid closing.

Such a withdrawal must be completed in writing or facsimile, with attention to the HQ SACT Contracting Officer. The proposal shall be returned unopened, at the expense of the company.

15. BID EVALUATION

(a) The evaluation of bids and determination as to the responsiveness and technical adequacy or technical compliance, of the products or services requested, shall be the responsibility of HQ SACT. Such determinations shall be consistent with the evaluation criteria specified in the 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 as requested in paragraph 11, as listed in this RFP.

- Successful determination of Technical compliance. (Compliant/Non-compliant).

- Successful cost price criteria (Lowest Price Technical Compliant Offer).

- Acceptance of HQ SACT General and Special Terms and Conditions.

16. PROPOSAL CLARIFICATIONS

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

17. AWARD

HQ SACT intends to award a firm fixed price contract to the Offeror whose proposal represents the lowest priced technically compliant offer(s). Partial awards are authorized per labour categories.

HQ SACT will collect information from references provided by the Offeror in regard to its past performance. Contractors must provide authorization to contact references.

HQ SACT reserves the right to negotiate minor deviations to the listed General and Special Terms and Conditions to this RFP.

18. COMMUNICATIONS

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

Designated contracting staff shall assist the HQ SACT Contracting Officer in the administrative process. There shall be no contact with other HQ SACT personnel in regards to this 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, ACT Contracting Officer 757-747-3575, tonya.bonilla@act.nato.int and

Catherine Giglio, ACT 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-19-70

ATTN: Tonya Bonilla/Catherine Giglio 7857 Blandy Road, Suite 100, Norfolk, VA, U.S.A.

mailto:brian.garbert@act.nato.int mailto:keith.klemm@act.nato.int

1.1 ENCLOSURE 1

PROPOSAL CONTENT / CHECKLIST

Table of Contents

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

Compliance Statement.

Past performance (including References).

List of Key personnel.

Technical Proposal.

Price Proposal.

Mailing label.

1.2 ENCLOSURE 2

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

1.3 SEALED BID TO RFP-ACT-SACT-19-70

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

Sender:

HQ SACT

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

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

2 RFP-ACT-SACT-19-70

2.1 ENCLOSURE 3

COMPLIANCE STATEMENT TO SEALED BID RFP-ACT-SACT-19-70

It is hereby stated that our company has read and understands all documentation issued as part of RFP-ACT-SACT-19-70. Our company proposal submitted in response to the referenced solicitation is fully compliant with the provisions of RFP-ACT-SACT-19- 70 and the intended contract with the following exception(s); such exemptions are considered non substantial to the HQ SACT solicitation provisions issued.

Clause Description of Minor Deviation.

(If applicable, add another page)

Company: Signature:

Name & Title: Date:

Company Bid Reference:

Bidder’s proposal must be based on full compliance with the terms, conditions and requirements of the RFP 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.

RB-ACT-SACT-19-70

NATO UNCLASSIFIED

2.2 ENCLOSURE 4

PAST PERFORMANCE INFORMATION FORM (REFERENCE MAY BE SUBMITTED IN LIEU OF

PAST PERFORMANCE

(a) Contracting Agency:

(b) Contract No:

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

(d) Title of Contract:

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

(f) Contract Dollar Amount:

(g) Period of Performance:

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

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

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

(k) Complete Contact Information for client:

(l) Permission to contact client for reference: Yes/ No Name/Signature of Authorized

Company Official

2.3 ENCLOSURE 5

RB-ACT-SACT-19-70 SEALED BID PRICE PROPOSAL

COMPANY NAME: ABC, Inc ADDRESS: Street, CITY, POST CODE

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

ATTN: Tonya Bonilla 7857 Blandy Road, Suite 100 Norfolk, VA 23551

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

Authorizing Company Official:

Printed Name:

Position:

Title:

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

Company name Witness Official:

Printed Name:

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

PROPOSED RATES MUST BE FULLY “LOADED” [G&A, O/H ETC.], HOWEVER THEY MUST NOT INCLUDE PER DIEM (MEALS & LODGING) AND TRAVEL. TRAVEL (AND RELATED EXPENSES) WILL NOT BE COVERED UNDER THIS

CONTRACT, BUT HANDLED SEPARATELY IN ACCORDANCE WITH THE ACT FINANCIAL MANUAL.

SUBJECT: RFP-ACT-SACT-19-70 Sealed Bid Price Proposal

Please find on behalf of Insert: Company Name to provide HQ SACT with services (collectively referred as “ITEMS”), subject to the provisions, terms and conditions stated in RFP ACT-SACT-19-70 and the “Insert : Company Name Technical proposal”, submitted in accordance with solicitation provisions.

Labor Category Base Period: 18 NOV 19 – 31 DEC 19 (225

HOURS)

Option Period 1: 1 January 2020 – 31 December 2020 (1800 hours)

TECH WRITER AND

CONTRACT

COORDINATOR

Total of Base + Options $________________________________

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

Authorizing Company Official:

Printed Name:

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

Company name Witness Official:

Printed Name:

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

Innovation Hub Technical Writer and Contract Coordinator SOW

1. Introduction

2. Background

The NATO Innovation Hub (IH) established a worldwide community of experts from industry, academia and the public to collaborate on the development of innovative solutions to some of NATO’s priority challenges. The Innovation Hub is located in downtown Norfolk, VA in facilities leased by Old Dominion University. The Innovation Hub is currently expanding to include additional personnel and an Innovation Lab Capability. It is also tasked to conduct many more projects simultaneously. HQ SACT is seeking contractor support to rapidly capture, initiate and track financial and contractual requirements relevant to this expansion.

3. Type of Contract and Period of Performance

a. This is a Commercial Personnel Services Contract in accordance with the

General and Special Terms and Conditions; as such it is a Level of Effort contract with a maximum limit or fraction thereof as set forth in this Statement of Work. All employer responsibilities for the Contractor Personnel performing under this Contract shall lie with the Contractor.

b. Period of Performance: A base period beginning at contract award to 31 Dec 2019 with the possibility of one 12 month option period

c. Level of Effort. One man-year (1800 hours) for the base year and each option year. Man-hours are further defined in part 1A of the special terms and conditions, but for purposes of this contract see paragraphs 6.1c and 6.2c regarding deviations from standard work days/hours.

d. Surge Capability. Surge capability requirement is included to have a contract vehicle in place should emerging circumstances require a quick and temporary increase in contractor personnel or contract hours. The Contractor Company shall be prepared to provide support for additional services in the same labour categories identified above as approved by the COTR, and

Contracting Officer. Surge capability shall not exceed 300 hours annually per labour category. Surge hours must be billed at the same hourly base rate.

e. Place of Performance. HQ SACT and the Innovation Hub shall serve as the habitual residence for performance under this contract. The Contractor is expected to perform the majority of the required work at Innovation Hub in Norfolk, Virginia or in alternate locations as per travel requirements at locations specified by the Contracting Officer’s Technical Representative (COTR). If travel is required, Contractor will travel IAW NATO travel regulations. The COTR and Contracting Officer must approve trips and per diem in advance of all travel.

4. Tasking The Contractor shall perform under the direction of the COTR the following duties that include, but are not limited to:

a. Capture all financial and contractual requirements associated with the Innovation Hub projects and activities, including its restructuration and expansion (i.e. services and contractor support, office space, furniture, phones, internet, computers etc.).

b. In coordination with the IH project leaders, draft Statements of Work (SOW), technical requirements documents etc. for project related requirements.

c. Conduct market research and seek price quotations for goods and services within single tender value (< 20K EURO).

d. Create and monitor taskers in the command Tasker Tracker + programme for Innovation Hub requirements as directed by the COTR.

e. Act as the direct liaison between Innovation Hub, industry, and BUDFIN on all matters regarding Innovation Hub requirements.

f. Assist COTR in the technical assessment on contract boards as required (requires signing non-disclosure agreement).

g. Monitor delivery and acceptance of goods and services.

h. Conduct initial review of contractor invoices to ensure receipt and acceptability of goods and services; provide comments and/or recommendation for certification to COTR

i. Maintain the IH financial situation log

j. Create purchase requests using the Centralized Automated Financial System

(CNAFS).

k. Attend and contribute to all meetings where requirements will be discussed and captured. Liaise with P&C and other HQ SACT departments as needed to provide IH leaders with recommendations for the most appropriate approach to fulfill identified requirements.

l. Maintain joint database/spreadsheet for common operating picture with P&C rep on all current/future IH procurement actions

m. Assist COTR in maintaining positive control of all Innovation Hub assets and plant property

5. Essential Qualifications

a. Demonstrated experience in conducting initial and ongoing assessment of project requirements

b. Demonstrated ability to draft Statements of Work and other requirements documents for identified project requirements.

c. Demonstrated ability to prioritize requirements and work within timelines established by the COTR (i.e. one week from requirement identification to requisition submission for routine needs).

d. Demonstrated ability to meet key milestones and timelines for development of complex requirements.

e. Familiarization with NATO Procurement Regulations (Bi-SC 60/70).

f. Familiarization with Oracle Financial System

g. Fluent in English

6. Desirable qualifications

a. Experience with CNAFS

b. Experience working within HQ SACT

c. Experience in purchasing and contracting

7. Performance Requirements and Reporting

The Contracting Officer shall assign a Contracting Officer’s Technical Representative

(COTR). The COTR shall provide direction, guidance, and support information as needed for all technical and content areas of the SOW.

The COTR shall:

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

Review (and approve) all Contractor duties for completeness and accuracy

Review the Contractor’s work at a minimum of monthly, or more often if needed

The COTR’s written approval of work reported and deliverables submitted is mandatory for Contractor invoices to be successfully processed. The COTR shall receive a letter of appointment from the Contracting Officer that describes in detail his roles and responsibilities to which he shall sign formal acceptance.

A. Contract 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:

Summary of work for the reporting period.

Contract hours expended showing a comparison with budgeted hours.

Current or anticipated problems/deficiencies and recommended solutions.

The COTR may 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 Contracting Officer shall receive a minimum of a monthly report, regardless of COTR changes.

However, note that the report is NOT a deliverable subject to acceptance.

The Contractor is expected to work closely with other team members, SMEs, and designated HQ SACT personnel. Consequently, the Contractor is expected to promptly address all identified problems and deficiencies, providing the COTR with written information on how the problem shall be corrected and any impact to on-going work.

8. Proof of Past Performance

The Contractor is to provide a minimum of one past performance citation (for work within the past seven years) to show that it has successfully completed work that is similar to the requirements outlined in this SOW. Independent Contractors may provide a Letter of Reference. The citations shall include the following information at a minimum:

Summary of work performed that is similar to or directly relates to this SOW in size scope and value.

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 for client

Permission to contact client for reference

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: ACT-SACT-19-70 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: ACT- SACT-13-10, 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. 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.

A-1

ANNEX A

to the Statement of Work for innovation Hub Technical

Writer and Contract

Coordinator

TECHNICAL EVALUATION MATRIX

Contractor’s technical proposals will be assessed on the qualifications of the individuals proposed to perform the work. Individuals’ résumés will be measured against each of the criteria specified below in order to ascertain whether the individuals have adequately demonstrated that they possess the required qualifications. HQ SACT reserves the right to conduct interview of nominated candidates). Examples of how detailed knowledge levels were attained are expected. Ultimately Contractor companies shall clearly demonstrate by providing unequivocal reference to where candidates meet the criteria set forth in this solicitation.

The bids will be evaluated against the following levels:

Compliant (C) = Meets the criterion;

Minor Shortfall (M) = marginally meets the criterion;

Serious shortfall (S) = Proposal will be deemed non-compliant.

Contractor should complete each section below outlining how compliance is achieved and concisely demonstrate by direct reference to technical proposal that unequivocally demonstrates compliance.

Qualification Requirements for technical writer and contract coordinator / assistant

Level ( C / M / S ) Additional Information / Comments

1. Demonstrated experience in conducting initial and ongoing assessment of project requirements

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Qualification Requirements for technical writer and contract coordinator / assistant

Level ( C / M / S ) Additional Information / Comments

2. Demonstrated ability to draft Statements of Work and other requirements documents for identified project requirements.

3. Demonstrated ability to prioritize requirements and work within timelines established by the COTR (i.e. one week from requirement identification to requisition submission for routine needs).

4. Demonstrated ability to meet key milestones and timelines for development of complex requirements.

5. Familiarization with NATO Procurement Regulations (Bi-SC 60/70).

6. Familiarization with Oracle Financial System

7. Fluent in English (written and Oral)

B-1

ANNEX B to the

Statement of Work for tech writer and contract coordinator / assistant

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

B-2

38. Order of Precedence

39. Entire Agreement

B-3

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. Wherein a subordinate command is referred, it shall have equal meaning and representation as HQ

SACT. (HQ SACT SEE, JALLC, JWC, JFTC).

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 HQ SACT General Terms & Conditions complete and operational. The formal acceptance will take place when the following requirements have been met:

- Availability at final destination of all deliverables.

B-4

- Successful completion of acceptance testing.

- Verification of the inventory.

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

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

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

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

6. Preferred Customer

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

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

7. Notice of Shipment

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

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

(1) Contract Number

(2) Shipping address

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

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

B-5

(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

B-6 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.

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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. Standard Payment Terms are NET 30 days. 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. 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

B-8 may be made by HQ SACT by electronic funds transfer payments or (check in exceptional cases) and shall submit this designation to the contracting officer as directed. In the event the Contractor, during the performance of this contract, elects to designate a different financial institution for receipt of any payment made using electronic funds transfer procedures, notification of such change and the required information must be obtained by HQ SACT thirty

(30) days prior to the date such change is to become effective. The documents furnishing the information required in this clause must be dated and contain the signature, title, and telephone number of the Contractor official authorized to provide it, as well as the Contractor’s name and Purchase Order number. Contractor failure to properly designate a financial institution or to provide appropriate payee bank account information may delay payments of amounts otherwise properly due. Discount time will be computed from date of delivery at place of acceptance or from receipt of correct invoice at the office specified by HQ SACT, whichever is later. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

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

15. Excusable Delays. The Contractor shall be liable for default unless non-performance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of HQ SACT in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the contracting Officer in writing as soon as is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

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

17. Disputes. Except as otherwise provided, during the period of performance, any dispute between the parties arising out of the performance of this contract which is not disposed of by agreement shall be decided by the HQ SACT Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of HQ SACT shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to HQ SACT a written appeal.

In connection with any appeal of HQ SACT decision under this paragraph, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. A decision shall be rendered within thirty (30) days of receipt of appeal. HQ SACT FC decision is final.

18. Termination for Convenience. HQ SACT reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall

B-9 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

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(2) Such partially completed supplies…