Draft Contract

RBO17AO004

DRAFT CONTRACT

SCOPE OF CONTRACT : Consultancy Services in Oracle DBA and Application Support on IT environments including Oracle, Microsoft and SAP technologies

The Contractor represents that he operates as [ ] an individual [ ] a non-profit organization [ ] a corporation incorporated in ......

The Contractor agrees to furnish and perform all the services set forth in the list of services attached to the Terms and Conditions for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the Terms and Conditions and the General Provisions. To the extent of any inconsistency between the Terms and Conditions or the General Provisions and any specifications or other provisions which are made a part of this contract, by reference or otherwise, the Terms and Conditions and the General Provisions shall control. To the extent of any inconsistency between the Terms and Conditions and the General Provisions, the Terms and Conditions shall control.

TABLE OF CONTENTS

This contract consists of:

  • Terms and conditions containing 28Parts
  • NSPA General Provisions for Fixed Price Contracts (Services)
  • Termination for Convenience of NSPA
  • Security Aspects Letter and Security Requirements Check List
  • Appendix "A": Statement of Work dated 02.12.2016
  • List of services

all of which are hereby made a part of the contract and incorporated herein by reference.

The following documents are available in the Internet under:

  • NSPA General Provisions for Fixed-Price Contracts (Services)
  • Termination for Convenience of NSPA
  • NSPA Materiel Inspection and Shipping Report (MISR) NSPA Form 194 with relevant distribution instructions

If you have no Internet access, please contact the undersigned and a printed copy of these documents will be forwarded to you

TERMS AND CONDITIONS

Part 1 -Services to be furnished by the Contractor

Part 2 -Workload Forecast

Part 3 -Validity of Contract

Part 4 -Purchase Orders

Part 5 -Taxes and Duties

Part 6 -Delivery and Acceptance

Part 7 -Contractor Notice Regarding Late Delivery

Part 8 -Invoicing and Payment

Part 9 -Liquidated Damages

Part 10 -Quality Assurance

Part 11 -Indemnity and Insurance

Part 12 -Confidentiality

Part 13 -Place of Performance and NSPA's Premises

Part 14 -NSPA provided space/facilities

Part 15 -Security

Part 16 -Materials, Equipment and Data supplied by NSPA

Part 17 -Safety and Accident Prevention

Part 18 -Warranty

Part 19 -Subcontractors

Part 20 -Intellectual Property Rights, Royalties and License Rights

Part 21 -Intellectual Property Rights on Data Deliverables

Part 22 -Transition of Services

Part 23 -Termination for Convenience of NSPA

Part 24 -Reporting

Part 25 -Notification of Changes

Part 26 -Contract Administration

Part 27 -Publicity and Public Relations

Part 28 -Integrity / No Bribe

Part 1 - Services to be furnished by the Contractor

  1. The Contractor shall furnish to NSPA the services listed and priced in the attached document entitled “List of Services” and in accordance with Appendix A – Statement of Work dated 26.09.2016
  2. The consultants contracted to provide the Consultancy Services are:

Name / First name: …………………………………………………………..

Name / First name: …………………………………………………………..

Name / First name: …………………………………………………………..

(to be completed at time of award)

  1. The Contractor guarantees that all consultants have the skills corresponding to the requirements expressed in para 2.3of the Statement of Work, Appendix A hereto.
  2. Additionally all the consultants will have a good knowledge of the English language. A fair knowledge of the French language would be appreciated.
  3. The consultants will perform the required services during the following working hours,the consultant(s) shall work thirty-six (36) hours per week from Monday to Thursday eight (8) hours per day and Friday four (4) hours. Such a week will be invoiced four point five (4.5) X the eight (8) Hours Daily Rate. The Contract Technical Officer will consider deviations on an exceptional basis for the location and the time organization.
  4. NSPA holidays will be observed.
  5. The project manager may consider deviations on an exceptional basis, however, always within the limits specified in the Purchase order. Please refer to Part 4 - hereof entitled “Purchase orders”.
  6. The hours performed by the consultants will be registered in the appropriate time-sheets, however, only hours performed during normal working time will be accounted unless otherwise agreed with the project manager. The Contractor will provide the time-sheets to the Contract Technical Officer (CTO), indicated in Part 26 - Contract Administration, for acknowledgment of receipt as outlined in Part 24 - Reporting hereof.
  7. In case one or more of the consultant(s) listed in paragraph 2 above will no longer be able to provide the required services, the Contractor ensures that this (these) person(s) is (are) replaced without any negative impact on the timely delivery and quality of the services provided to NSPA. The Contractor shall provide evidence to NSPA that the replacement offered is at the required standard. NSPA shall have the right to interview the proposed individual(s) at no cost to NSPA and to refuse those, which it judges to be below standard.
  8. Should any of the consultants not perform properly or to the level of expertise required by the SOW, the Contractor will take immediate action to propose a new consultant who meets the SOW requirements.
  9. Non-compliance by the Contractor with the requirements outlined in paragraphs 2 through 10 above but not exclusively limited to, might result in the contract being terminated under Clause 10 of the NSPA General Provisions entitled "Default".
  10. The pricing arrangements set forth in the “List of Services” attached hereto cover full and unconditional acceptance by the Contractor of all the requirements and conditions included in the contract. These pricing arrangements satisfy any and all expenses incurred by the Contractor for a satisfactory performance of the services required under the contract.

Part 2 - Workload Forecast

The estimated non-binding workload per contract year is three-hundred (300)working days.

No minimum no maximum workload is guaranteed and NSPA has no obligation to order any services under this contract.

Part 3 - Validity of Contract

  1. The contract shall be effective for the period commencing with the effective date indicated on page one of the contract and shall be valid for a period of three (3) years.
  2. NSPA reserves the unilateral right to extend the contract for either one (1) further period of two (2) years or two (2) further periods of one (1) year with the issue of a Change Order to this contract three (3) months prior to its expiration date.

Part 4 - Purchase Orders

  1. All services to be performed by the Contractor under the contract shall be ordered by NSPA by purchase orders.
  2. Subsequent to the establishment of this contract, tasks that are in accordance with the requirements of the SOW will be identified as they arise as well as the required level of consultancy. Each task will be defined in as much detail as necessary for the Contractor to assess which resources are required.
  3. Concept of Operations for Consultancy Services purchase orders:
  4. Request for Proposal (RFP) and Offer.
  5. A representative of the Procurement Division, will issue for each detailed requirement a simplified Request for Proposal to the Contractor. The Contractor will submit his proposal using the contractual firm fixed prices per man-day and including, among others the Contractor resources proposed, time allocated and the deliverables to be provided.
  6. If it is judged that there is insufficient data to formulate a proposal for the entire task of the RFP, the Contractor will submit a proposal for some logical subset of the task. The Contractor will then schedule a walkthrough of the proposal with the contract Technical Officer (CTO) and a representative of the Procurement Division. At walkthrough, NSPA reserves the right to ask for modifications of the proposal.
  7. If modifications to the proposal are requested, the Contractor will modify his proposal (and the price, if required) and deliver an updated proposal to NSPA.
  8. Further NSPA reserves the right to either accept the proposal for the entire task or subset or reject it.
  1. Purchase Orders shall be in writing, dated and numbered, and shall set forth:
  • The description of the services to be rendered, statement of work with related deliverables, quality and acceptance criteria;
  • The period of performance, delivery date;
  • The ceiling price not to exceed, firm-fixed price for the completion of each service and provision of each deliverable.
  1. For Purchase Orders established with a ceiling price, both contractual parties, upon submission of the deliverables by the Contractor, will commonly review the time-sheet(s) and calculate a firm fixed price based on the actual number of man-days spent by the consultant to complete the deliverables. The firm-fixed price will in no case be higher than the ceiling price. The Purchase Order will be amended accordingly.
  2. The terms and conditions, as well as the firm-fixed prices set forth herein shall govern all Purchase Orders issued against this contract. Amendments to Purchase Orders may be issued subject to the same conditions as the original Purchase Order. The Contractor will acknowledge receipt of the Purchase Order or amendment by signing it.
  3. No Purchase Orders will be issued by NSPA beyond the period of the contract. In case of Purchase Orders which have been issued but are not completed prior to the expiration of the contract, their processing will continue until completion, at the terms and conditions specified herein or in the relevant Purchase Order(s), unless otherwise notified by NSPA.

Part 5 - Taxes and Duties

Clause 7. "Taxes and Duties" of the NSPA General Provisions for Fixed- Price Contracts (Services) is amended as follows:

  1. If not located in Luxembourg, the Contractor is specifically responsible for obtaining any documentation required to permit NSPA and its Customers to benefit from the fiscal regime applicable to exports.
  2. NSPA is specifically exempt from all duties and taxes (and this includes Value Added Tax within the European Union). For the purchase of supplies or services in countries within the European Union, NSPA will, upon the request of the Contractor, provide a copy of the form “VAT AND/OR EXCISE DUTY EXEMPTION CERTIFICATE (*)/(Directive 2006/112/EC - Article 151 and Directive 2008/118/EC - Article 13)”. This form will be signed and stamped by a NSPA official for completion and processing by the Contractor as may be required by the national authorities concerned.
  3. Contractors should note that NSPA has no VAT number and no VAT identification number.
  4. Luxembourg contractors are invited to note the special provisions for Luxembourg contained in the footnote to Taxes and Duties and Duties Clause of the NSPA General Provisions.

Part 6 - Delivery and Acceptance

  1. The Contractor shall be responsible for completing all services ordered under a Purchase order issued against this contract. These services have to be performed within the period of performance / by the delivery date specified in the Purchase order. The provision of the related deliverables is the Contractor's responsibility.
  1. The Contractor shall only be entitled to an extension of time for completion if he can demonstrate to the reasonable satisfaction of NSPA that the delay was due to an act or omission of NSPA or risk for which NSPA is responsible under the contract.
  2. The Contractor shall give notice to NSPA within three days of any such event occurring and shall give full particulars of his claim within five (5) days of such event occurring.
  3. The Contractor will further not be entitled to any extension of time unless he can demonstrate to the reasonable satisfaction of NSPA that:
  • The event was one, which was on the critical path for the timely completion of the services.
  • The event was not due to any default by the Contractor in complying with the contract.
  • The Contractor has taken all reasonable steps to mitigate or recover the delay.
  1. Deliverables shall be submitted to the CTO, who will accept or reject the deliverables within a period of one week.
  2. Acceptance of the deliverables will be made through the issue of a certificate of acceptance. In case of rejection of the deliverables, the CTO will call a meeting with the consultant and submit him a written list of deficiencies. The Contractor will have ten working days to rectify them.

Part 7 - Contractor Notice Regarding Late Delivery

In the event that the Contractor encounters difficulty in meeting the time limits specified for any delivery, he shall immediately notify NSPA in writing, giving pertinent details. However, this data shall be for information only and shall not be construed as a waiver by NSPA of any time limit or of any rights or remedies provided under this contract and/or any purchase order released against this contract.

Part 8 - Invoicing and Payment

  1. The services satisfactorily rendered under the terms of this contract shall be invoiced after satisfactory completion by the Contractor and acceptance by NSPA of all the services/deliverables called for in a specific purchase order. Exceptionally, a purchase order may authorize the Contractor to invoice specific deliverables prior to the completion of all the services ordered.

The invoice shall be accompanied by 1 copy of the certificate of acceptance. For each invoice submitted, the certificate of acceptance attached shall bear the contract and Purchase order reference number, and shall refer to the service type and service line item.
Invoices shall be sent as PDF-document to

ALTERNATIVELY as Hardcopy to

NSPA

CIMO OFFICE

11 rue de la Gare

L-8302 CAPELLEN

Only invoices and credit notes are treated under this email address. Hardcopies must not be sent in parallel! Faxed invoices will not be accepted for payment. Any other issue is to be addressed to the undersigned.

  1. In addition the following certificate shall be affixed to each invoice submitted for consultancy services:

"I certify that this invoice is correct and just, that payment has not been received and that the price is exclusive of all taxes and duties from which NSPA is exempted."

  1. Payment

Payment for services performed by the Contractor under the terms of this contract shall be made in …………… (bidder to specify the currency) within ...... (...) days with …….. % prompt payment discount (this paragraph will be completed at the time of contract award) or thirty (30) days net following receipt by NSPA of invoices duly certified, supported and substantiated as specified above.

NSPA will pay the net invoice amount and support the charges of its bank. All other charges will be for the Contractor.

The payments will be made to the account identified by the Contractor at time of registration to the NSPA Source file.
OR
The payment will be made by NSPA as follows:

  1. Full name and address of banker(s)
  2. Detailed bank account information as follows:
  • For EU countries: IBAN code plus BIC
  • For USA: bank account number(s) + ABA code (or SWIFT code)
  • For Canada: bank account number(s) + bank code (5 digits) and branch code (3 digits)
  • For any other country: bank account number(s) plus any country-specific codes, if applicable.

Part 9 - Liquidated Damages

  1. If the Contractor fails to deliver within the time specified in the purchase order, he shall pay NSPA liquidated damages at the rate of one (1) % for each full week of such delay but not more than a total of ten (10) % of the total price and/or total cost of the services.
  1. Without prejudice to the final decision regarding the liquidated damages, NSPA shall be entitled to deduct imposed liquidated damages when paying invoices, even in the event that claims deriving from submitted invoices have been assigned or otherwise transferred to third parties. The total of the deductions made by NSPA pursuant to this clause will be considered as full and final satisfaction of all claims received out of late delivery of any service.
  2. During a period of one year after delivery and acceptance of the services performed, NSPA shall have the right to claim liquidated damages even if such right is not reserved at the time when delivery is accepted.
  3. The liquidated damages will not apply if the Contractor's failure to perform is due to causes beyond his control and without his fault or negligence.
  4. Such causes may include but are not limited to: Acts of God or of the public enemy, acts of Government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather and failure of subcontractors to perform due to such causes. If the Contractor is responsible for obtaining necessary export licenses / permits / DSP forms, he has to ensure that such requests are made in a timely manner so as to not delay shipment. Failure to do so will NOT be considered Force Majeure.
  5. The foregoing provisions of this part apply only to delinquencies in deliveries and do not prejudice NSPA's rights under the provisions of the clause entitled "Default" of the General Provisions for Fixed Price Contracts (Services).

Part 10 - Quality Assurance