KARI KARI Proprietary
Korea Aerospace Research Institute
Terms and Conditions
Korea Aerospace Research Institute
KARI KARI Proprietary
Korea Aerospace Research Institute
2
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
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Korea Aerospace Research Institute
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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
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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.
(c) The Party whose performance of obligations hereunder has been affected by any events of
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
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Korea Aerospace Research Institute
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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
(c) if Contractor or its creditors or any other eligible party shall file for its liquidation, bankruptcy,
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
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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:
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:
By:
Name: Dr. Gwang-Rae CHO
Name:
Title: President
Title:
KARI KARI Proprietary
Korea Aerospace Research Institute
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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
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Korea Aerospace Research Institute
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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
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Korea Aerospace Research Institute
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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
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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
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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
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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.
2
$ 10,000
Item #2
$ 4,000 a.p.
1
$ 4,000
Item #3
$ 2,000 a.p.
3
$ 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
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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
N/A
N/A
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