mecㆍviewer v1.4 :: Terms_and_Conditions(14-0142).pdf

KARI KARI Proprietary

Korea Aerospace Research Institute

Terms and Conditions

Korea Aerospace Research Institute

KARI KARI Proprietary

Korea Aerospace Research Institute

Preamble

This  Contract  made  on  December          ,  2014  and  will  be  valid  until  February  20,  2015  by  and  between  Korea
Aerospace  Research  Institute,  established  under  the  law  of  the  Republic  of  Korea  with  its  principal  office  at  169-84
Gwahakro, Yuseong-Gu, Daejeon 305-806, Korea, hereinafter referred to as “KARI” and xxx established under the law
of the xxx with its principal office at xxx, hereinafter referred to as “Contractor”.


Article 1.    Objective

The  objective  of  this  Contract  is  to  carry  out  and  provide  the  technical  consulting  work  to  establish  the  quad-
shaker  system  of  vertical  configuration  under  the  Contractor’s  responsibility.  To  accomplish  this  objective,
Contractor  shall  perform all the  works  under  this  Contract required  for  the  Appendix 1.  Request  for  Proposal  as
well as Contractor’s proposal.

Article 2.    Scope of Services

2.1        Contractor shall accomplish the  Services and supply the following documents  under this Contract

in a timely manner:

(a) Statement of work and technical requirements for four-shakers; and
(b) Acceptance test for four-shakers; and
(c) List of manufacturing key inspection points for quad-shakers; and
(d) Acceptance test for overall system; and
(e) FMECA [Failure Modes, Effects and Critical Analysis on similar four shakers system; and
(f) Review on shaker supplier proposal; and
(g) Review on quad-shaker design.

2.2 Contractor shall provide as sufficient as engineering and administrative manpower and resources

for the timely completion of the Services under this Contract. In the event the Services are not
completed with manpower and resources due to Contractor’s fault, Contractor shall provide any
additional manpower and resources to accomplish the Services free of charge to KARI.

2.3 Contractor shall provide any technical data or technical information as may be needed for KARI to

understand the results of Services free of charge to KARI.

2.4 To accomplish this Contract, KARI shall cooperate to Contractor in order for it to obtain any

necessary government and KARI’s Associates approvals, if necessary. And Contractor shall
obtain any government approvals required to accomplish and perform this Contract free of ch arge
to KARI.

Article 3. Contract Price and Terms of Payment

3.1 For the full, satisfactory and timely performance of all obligations by Contractor in accordance

with the provisions of this Contract, KARI shall pay to Contractor the Contract Price of USD or
EUR XXX.00.

3.2

The payment of Contract amount specified in Article 3.1 shall be made after delivering the

KARI KARI Proprietary

Korea Aerospace Research Institute

Services as required in Article 2.1 to KARI and made in USD or EURO by telegraphic transfer
to the bank account as designated by Contractor in its invoices. KARI shall remit the payment
within thirty (30) days after KARI’s receipt of Contractor’s invoice.

3.3

The Contract Price is a firm and fixed amount not subject to any escalation or to any adjustment

or revision for any reason whatsoever, including but not limited to the increase of actual cost
incurred by Contractor in the performance of the Contract.

3.4 The Contract price excludes any VAT that may be applicable in Korea.

3.5 All banking charges incurred in Korea shall be borne by KARI, and those charges incurred

outside Korea shall be borne by Contractor.

Article 4. Taxes and Duties

4.1 If Korean income tax is required to be withheld from amounts paid or payable to Contractor under

this Contract (herein referred to as ‘Applicable Tax’), KARI shall withhold the Applicable Tax
and pay on behalf of Contractor the relevant Korean taxing authority in accordance with
applicable Korean law.

4.2

KARI shall forward proof of the withheld Applicable Tax to the Contractor within ninety (90)
days of payment.

4.3

Neither Party shall be responsible for paying the customs duties, and related taxes, fees or charges
for the personnel and the personal belongings of the other Party.

4.4

Each Party shall further comply with instructions the other Party may issue from time to time in
order to facilitate any exemptions or reductions from customs duties and other taxes that might be
levied on the other Party.

Article 5. Performance Bond

5.1

Contractor shall establish a performance bond within four (4) weeks after EDC in favor of KARI in the value
of ten percent (10 %) of the Contract Price, in the form of an irrevocable and unconditional standby letter of
credit available by KARI’s draft at sight.

5.2

The entire amount covered by the performance bond shall be unconditionally payable to KARI on demand
together with KARI’s written statement to the effect:

(a) that there was a breach of the Contractor in the performance of the Contract (including the breach of its

Subcontractor under the Subcontract); or

(b) that this Contract was terminated by Contractor’s breach as specified in Article 9 ‘Termination’.

5.3

The letter of credit shall be issued by first class international bank acceptable to KARI. The letter of credit shall
be drawn in favor of KARI and advised through the Woori Bank (Daejeon Branch at 1495 Dunsan-dong, Seo-
gu, Daejeon, 302-173 Korea, Tel: +82-42-488-9704, Ext. 312, email: the_banker@wooribank.com) and shall
remain valid through the end of this Contract. The letter of credit shall not be amended, modified or canceled
without KARI's prior written consent.

KARI KARI Proprietary

Korea Aerospace Research Institute

5.4

It is hereby agreed between the Parties that payment from the performance bond under this Article 5 shall not
affect any other of KARI's rights, privileges, interests or remedies under this Contract.

Article 6.    Delivery

Contractor shall deliver any deliverable item for the technical consulting work in accordance with Article 2.1
and the Appendix 1. Request for Proposal by e-mail.

Article 7.    Delays in Performance

7.1      Excusable Delay

(a) Neither Party shall be responsible to the other Party for any delay in performing its obligations

under this Contract due to any events of Force Majeure.

(b) ‘Force Majeure’ means any act of God, war, act or failure to act of any government in its

sovereign capacity, fire, flood, earthquake, strike, epidemic, quarantine, embargo, nuclear
incident, or any other act unforeseeable and beyond the reasonable control without the fault of
either Party or its Sub-Contractors.

Force  Majeure  shall  notify  the  other  Party  within  ten  (10)  days  thereafter  by  sending  a
detailed  statement  and  sufficient  evidence  with  respect  thereto,  and  promptly  of  any
subsequent  change  in  the  circumstances,  if  any.  The  affected  Party  shall  exercise  its  best
efforts  under  the  circumstances  to  remove  or  remedy  the  events  of  Force  Majeure  and  the
effects thereof and resume full performance hereof as soon as possible.

7.2 Non-Excusable Delay

(a) In the event that, unless otherwise excused by virtue of this Contract or the governing or

Applicable  law,  Contractor  delays  the  provision  of  Services  or  delivery  of  detailed  drawing
and  deliverable  items  as  stipulated  in  this  Contract,  or  performance  of  its  other  obligations
under this Contract, Contractor shall be responsible  for damages incurred by KARI as a result
of such delay.

(b) Non-Excusable Delay, Liquidated damages, shall be applied for late performance or non-

performance at the rate of zero point twenty-five (0.25) percent of total Contract price per
calendar day, up to ten (10) percent of total price.

Article 8. Final Acceptance

8.1

Final Acceptance of this Contract shall occur only after:
(a) The technical consulting work to be performed by the Contractor under the Contract has been

completed in accordance with this Contract; and

(b) Contractor has demonstrated to KARI that the technical consulting work meets the

specifications and requirements in this Contract.

8.2

If the technical consulting work is determined to be unacceptable, it shall be considered as non-

delivery and the Contractor shall, at its expense, promptly repair or replace such items so that it
shall comply with the Contract specifications and requirements, and shall submit such repaired
or replaced items for its confirmation. The repaired or replaced items shall be accepted in

KARI KARI Proprietary

Korea Aerospace Research Institute

accordance with the requirements of Article 8.1.

8.3

The Parties agree that the acceptance of any item under this Article shall not be interpreted or

construed  to  mean  that  such  items  are  free  of  all  defects  and  conform  in  all  respects  with  the
requirements  of  this  Contract,  and  Contractor  shall  not  be  entitled  to  any  additional  costs
incurred  or  to  recover  any  damages  suffered  due  to  defects  in  the  items  or  KARI’s  rejection  of
the items.

Article 9. Termination

9.1 KARI may terminate this Contract upon written notice to Contractor;

(a) if Contractor commits a material breach of any of its obligations under this Contract which shall

not be remedied within thirty (30) days from the giving of written notice requiring such breach to
be remedied; or

(b) Contractor fails to obtain the export or re-export license from any government other than Korean

government or conditionally obtains in accordance with Article 2.4; or

receivership, reorganization, dissolution or similar proceedings, or if Contractor's creditors have
taken over its management.

9.2 In the event of such termination, Contractor shall return to KARI all materials, Data and documentation

provided by KARI, at no cost to KARI, and KARI may perform the Services to completion. In addition,
KARI, at its sole discretion, may;

(a) either retain the Services which have already been or are supposed to be provided by Contractor

up to the date of such termination by paying the payments which have already become due up to
the date of such termination. Any and all terms and conditions of this Contract shall apply to such
Services as if it had not been terminated; or

(b) Contractor shall return to KARI all the amounts received from KARI up to the date of such

termination, and KARI shall return all Services provided by Contractor under this Contractor up
to the date of such termination, in the manner of “AS IS”.

Article 10. Intellectual Property

10.1

KARI shall own and have a right to use, without any obligation, all the deliverable items or data

provided  by  Contractor  in  its  performing  this  Contract.  Contractor  shall  take  all  necessary
precautions  so  that  the  Services  supplied  hereunder  shall  be  free  from  infringement  of  any  patent,
design  patent,  trademark,  utility  model  or  any  other  industrial  property  right,  copyright,  license  or
any other right thereunder of any third party or parties.

10.2 In the event that any party other than Contractor claims or threatens to claim infringement by KARI

with respect to such use of the deliverable items or data, Contractor shall defend, hold harmless, and
indemnify KARI from such infringement claims.

10.3 This Article will survive the completion of the Contract, any termination, cancellation or expiration

of the Contract in any manner whatsoever.

KARI KARI Proprietary

Korea Aerospace Research Institute

Article 11. Governing Law

The validity, performance, construction, and effect of this Contract shall be governed by the laws of the Republic
of Korea.

Article 12.    Notice

Any  and  all  notice  to  be  given  to  either  party  shall  be  given  to  the  following  addresses  by  register ed
airmail  or  other  telecommunication  media.  Either  party  may  change  its  address  by  giving  prior  notice  to
the other party in the manner provided for herein.

For KARI: Korea Aerospace Research Institute

169-84 Gwahakro, Yuseong-gu, Daejeon 305-806, Korea

Commercial matters

Technical matters

Mr. Jung-Nam Cho

Tel: +82-42-860-2613
Fax:+82-42-860-2666
E-mail: jncho@kari.re.kr

Mr. Jong-Min Im

Tel: +82-42-860-2562
Fax:+82-42-860-2234
E-mail: acoust@kari.re.kr

For Contractor: xxx Company

Address

Commercial matters

Technical matters

Mr.

Tel: +
E-mail:

IN WITNESS WHEREOF, the Parties hereto have executed this Contract in duplicate in English by causing these
presents to be signed by their duly authorized representatives as of the day and year first above written.

Signed for and on behalf of KARI

Signed for and on behalf of Contractor

By:

Name: Dr. Gwang-Rae CHO

Name:

Title: President

Title:

KARI KARI Proprietary

Korea Aerospace Research Institute

Appendix 1. Request for Proposal

OVERVIEW

1. Overview of the project

1.1

Korea Aerospace Research Institute (hereinafter referred to as “KARI”) is located at Daeduk
Research Complex, 140 km south of Seoul.

1.2

KARI  has  a  satellite  assembly,  integration  and  test  center  (hereinafter  referred  to  as  “AITC”)  for
joint  use  by  corporations  and  research  institutes  for  the  purpose  of  the  effective  development  of
domestic  satellites.  And  basic  facilities  and  equipment  for  satellite  assembly  and  test  have  been
supplied, installed and used.

1.3

To increase the vibration shaker capability and improve the accessibility to satellite for the safe
environmental testing, new guided expander system with quad shakers will be designed and built.

1.4

The purposes of this project is to supply the technical consulting work to establish the quad-shaker
system of vertical configuration

1.5

All the descriptions in this RFP are minimum requirements and the supplier can suggest the better
one to improve the overall performance and cost. But in this case, the proposal should clearly
indicate the improvements from KARI’s requirements.

2. Requisites of participants

2.1

The participants shall also have experience of management, integration, installation and
acceptance test for the 3m guided quad-shaker system equipped with electro dynamic shakers of
640kN.

3. Scope of the work

3.1

The Contractor shall supply the technical consulting work as followings;

 Statement of work and Technical requirements for four-shakers

 Acceptance test for four-shakers

 List of manufacturing Key Inspection points for quad-shakers

 Acceptance test for overall system

 FMECA [Failure modes, effects and critical analysis] analysis on similar four shakers

system

 Review on shaker supplier proposal

 Review on quad-shaker design

KARI KARI Proprietary

Korea Aerospace Research Institute

Technical Requirements

1. Quad-shaker System Configuration

To increase the shaker capability and improve the accessibility to test object, new guided expander

system  with  quad  shakers  shall  be  designed.  The  head  expander  should  be  designed  with  magnesium
material  for  reducing  the  weight.  Seismic  mass  should  be  designed  to  support  dynamic  load  during  the
vibration  test  and  also  supply  the  rigid  support  and  load  path  for  the  hydraulic  bearings.  Quad-shakers
should be used to increase the capability. Top level of H/E is designed to same level of facility floor.

Figure 1 Concept for Quad-shaker System

Table 1. Technical requirements for Quad-shaker System

KARI KARI Proprietary

Korea Aerospace Research Institute

Work Description

WP #1 Statement of work and Technical requirements

for four-shakers

Objective

To generate the SOW and technical requirements for four-

shakers

Activities

Generate the statement of work for four shakers

Generate the technical requirements for shakers

Generate the Amplifier requirements

Generate the system requirements

Generate the maintenance requirements

Generate the guidelines for preparing statement

of work

Outputs

Documentation on SOW and technical requirements

Guidelines for preparing SOW

WP #2 Acceptance test for four-shakers

Objective

To check the readiness of four-shaker and

review the results of acceptance test

Activities

Generate four shakers acceptance plan on site

Provide acceptance test results of similar system

Outputs

Four shakers acceptance test procedure

Similar four shakers acceptance test result report

KARI KARI Proprietary

Korea Aerospace Research Institute

WP #3 List of manufacturing Key Inspection points for quad-shakers

Objective

To check the Key inspection points for quad-shakers

Activities

Generate the list of manufacturing key inspection

points for shakers

Outputs

List of manufacturing key inspection points

WP #4 Acceptance test for overall system in KARI

Objective

To check the readiness of overall system

Activities

Generate the list of manufacturing key inspection

points for overall system

Generate the overall system acceptance test

procedure

Provide similar system acceptance test results report

Outputs

Overall system acceptance test procedure

Similar system acceptance test result report

KARI KARI Proprietary

Korea Aerospace Research Institute

WP#5 FMECA analysis on KARI quad-shaker system

Objective

To check the safety logic for overall system

Activities

Provide similar four shakers system FMECA report

Outputs

Similar four shaker system FMECA report

WP#6 Review on shaker supplier proposal

Objective

To review on shaker supplier proposal

Activities

Review the shaker supplier proposal

Outputs

Review report on shaker proposal

WP#7 Review on quad-shaker design

Objective

To review on quad-shaker design

Activities

Review the overall quad-shaker design

Outputs

Review report on quad-shaker design

KARI KARI Proprietary

Korea Aerospace Research Institute

Format of Proposal

The proposal shall consist of 5 Sections (S).

S 1 : Bidder's Qualification Document

S 2 : Overview and Technical Proposal

S 3 : Work Schedule Plan

S 4 : Documentation

S 5 : Price Proposal

The  bidder  shall  present  6  copies  of  the  proposal.  A4  or  letter  size  paper  shall  be  used.  The  bidder  is  requested  to
strictly follow the following illustrated format (tabular form). This is very important to compare and evaluate different
bidders’  proposal.  Consequently,  disregard  for  this  rule  may  end  up  with  disqualification.  Also,  well-prepared  and
well-organized  proposal  will  be  highly  appreciated  and  evaluated.  The  landscape  orientation  will  be  acceptable  for
tables.  The  suggested  contents  in  each  WP  are  minimum  requirements  and  works  for  reminiscences.  Ambiguous
expression will act adversely to the bidder.

Note : The prices which are used in the proposal to calculate the final total and breakdown prices
            shall be distinguished from the other prices (e.g. optionally suggested parts by the bidder
            or KARI, . . . ) by marking a.p. (applied price) after the prices. In other words, the sum of
            a.p. shall be the final total price proposed in the proposal.
(example)

Item

Price

Unit

Subtotal

Item #1

$ 5,000 a.p.

$ 10,000

Item #2

$ 4,000 a.p.

$ 4,000

Item #3

$ 2,000 a.p.

$ 6,000

Total

$ 20,000

S1 : Bidder's Qualification Document

The followings shall be included in this WP.
(a) Bidder's experiences on the prescribed system in this "Request for Proposal" including :

- design/ management/ integration/ installation/ acceptance test

(b) Bidder’s Qualification Evidence Documents to show the capability to perform the technical consultings.

S2 : Overview and Technical Proposal

Concise and clear expression is required. A long sentence should be broken down into several sentences. Detailed block
diagrams, figures and photos are recommended for clear illustration.

The bidder should prepare tables for the check list to show the bidder's compliance with the "Request for Proposal [S1
to S5 in Work description]". The bidder’s compliance list shall be legal bind. This table shall be located in the front
of  Overview  part.  The  article  numbers  in  the  "Part  I.  Overview"  and  "Part  II.  Technical  Requirements"  in  the  RFP
should be completely enumerated in the table. The table format to be followed is as follows:

Check  List  for  "Part  I.  OVERVIEW",  "Part  II.  TECHNICAL  REQUIREMENTS",  “Part  Ⅲ.  Warranty,  Maintenance
and other Requirement” and “Part  Ⅳ  Terms and Conditions”(COMPLIANCE LIST)

ANR

: Article Number in the Part I and Part II in the RFP

Y/N

: Compliance (Yes or No)

CAP

: Corresponding Article number in the bidder's Proposal to ANR

KARI KARI Proprietary

Korea Aerospace Research Institute

AAM

: Article number of Added Material in the bidder's proposal which is not mentioned in this RFP

(Exemple)

ANR

Y/N

CAP

Remark

AAM

Remark

I-1.

yes

I-1.1

Ditto

I-2.

yes

I-2.1.1

Ditto

I-2.1.

yes

I-2.1.2.

Ditto

…...

……

II-1.

yes

II-1.1

Ditto

II-2.

yes

II-2.1.2.

Ditto

II-2.1.

yes

II-2.1.3.

Ditto

II-2.1.1.

yes

II-2.1.5.

The specifications look old.
We updated them

N/A

II-2.1.4.

We currently developed a
new method.

II-2.1.2.

yes

II-2.2.1.

Ditto

WP 3 : Work Schedule

The work schedule shall be shown as in detail as possible in chronological way.
- Table for work schedule

WP 4 : Documentation

9.1. Documentation

- document list (contents) to be delivered

WP 5 : Price Proposal

8.1.Total price :

All the Price Proposal shall be separately submitted being sealed.

Note :
The prices which are used in the proposal to calculate the final total and break-down prices shall be distinguished from
the other prices (e.g. optionally suggested parts by the bidder or KARI, . . . ) by marking a.p.(applied price) after the
prices. In other words, the sum of a.p. shall be the final total price proposed in the proposal.
The total price is the sum of the break down prices hereafter.

APPENDIX

1. General Terms and Conditions