KARI PROPRIETARY
Request For Proposal
for
Large Slip Table System
for Large Vibration Test Facility
September 2015
Space Test Division
Korea Aerospace Research Institute
169-84 Gwahangno, Yuseong-gu, Daejeon, 305-806, KOREA
Phone : 82(42)860-2562, Fax : 82(42)860-2234
KARI PROPRIETARY
Request For Proposal
for
Large Slip Table System
for Large Vibration Test Facility
IMPORTANT
1. This RFP should be kept in confidentiality and should neither
be copied nor distributed to the third parties.
2. The questions and opinions on this RFP can be asked or
suggested to Korea Aerospace Research Institute before
submission of the proposal.
3. This RFP shall be legal bind after the contract is awarded
unless the bidder explicitly expresses the differences from the
RFP in the compliance sheet.
September 2015
Space Test Division
Korea Aerospace Research Institute
169-84 Gwahangno, Yuseong-gu
DAEJEON, 34133 KOREA
Phone : 82(42)860-2562, FAX : 82(42)860-2234
e-mail :acoust@kari.re.kr
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Table of Contents
I.
OVERVIEW ........................................................................................................................ 2
1. OVERVIEW OF THE PROJECT ................................................................................................ 2
2. REQUISITES OF PARTICIPANTS ............................................................................................. 3
3. WORK DESCRIPTION ........................................................................................................... 4
4. MANAGEMENT REPORTING MEETINGS AND DELIVERABLES ............................................... 10
5. KARI’S UNDERTAKINGS RELATED TO THE SLIP TABLE SYSTEM ............................................ 12
6. WARRANTY ..................................................................................................................... 13
7. PRODUCT SUPPLY SCHEDULE ............................................................................................ 14
II.
TECHNICAL REQUIREMENTS ................................................................................ 15
1. TOTAL SYSTEM CONFIGURATION ...................................................................................... 15
2. TECHNICAL REQUIREMENTS FOR SLIP TABLE SYSTEM ....................................................... 15
III.
FORMAT OF PROPOSAL ........................................................................................... 22
IV.
BIDDER INSTRUCTION ............................................................................................. 27
V.
GERNANAL TERMS AND CONDITIONS ................................................................. 33
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I. 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 large vibration system will be designed and built which is
equipped with slip table with 3.25m interface.
1.4
For these reasons, KARI would like to procure slip table system and related interface
equipment.
1.5
The purposes of this project are ;
1.5.1
To supply new slip table system
1.5.2
To modify the seismic mass design & drawings to accommodate the
supplied slip table system
1.5.3
To supply the related all hydraulic equipment (including sensors and , filter,
electrical cabinet and lines)
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The work covers the procurement and the installation of the slip table and interface
equipment including:
Slip table system Analysis & Design
Slip table system Manufacturing and Testing at factory
Slip table system Installation and Acceptance Testing at KARI
The performance of the slip table system shall meet the requirements as detailed in the II
Technical requirement.
1.6
The supplier should submit the proposal of the slip table system to KARI.
1.7
All the descriptions in this RFP are minimum requirements and the supplier can suggest a
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 supply information about themselves including organization,
financial standing, major business, experience in manufacturing and delivery performance
for at least five (5) years and technical support.
2.2 The participants shall have experience in manufacturing and delivery of the Large Slip
Table System.
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3. Work description
3.1 WP S1000 Slip Table System Management
3.1.1
General
An effective and economical management of the Project shall be conducted. A Project Manager shall
be responsible for the management and execution of the work to be performed.
3.1.2
Access
The KARI shall be allowed free access to any plan, procedure, specification or other documentation
relevant to the work. Areas and equipment used during the development/testing activities shall also
be available for inspection and audit.
The KARI shall be notified at least three weeks before the start of any test program, or as mutually
agreed, in order to enable the KARI to select those tests that it wishes to witness. The KARI shall
notify its visit at least three week in advance.
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3.2 WP S2000 Slip Table System Design
3.2.1
Design
The design of the slip table system and interface shall be carried out. Since the slip table system shall
be integrated in the seismic foundation to be designed and connected to the shaker, a complete F.E.M
analysis for whole system shall be provided.
3.2.2
Design Review (DR)
Upon successful completion of the Design Review (DR) meeting the KARI shall authorise
manufacturing and assembling of the relevant equipment. From that time on, a configuration control
system for the documentation and drawings shall be established. All changes to the design shall be
processed via Contract Change Notice (CCN) to be approved by KARI.
3.2.3
Deliverables: Design Review Data Package
The following documents shall be handed over to the KARI 2 weeks prior to the DR:
System analysis & calculation report
Finite Element model (Nastan input file)
Overall drawings of reaction mass (2D, dwg format)
Detail drawings of mechanical parts of the reaction mass (2D, dwg format)
Instructions for the fabrication of the reaction mass
Steel reinforcement and form drawings (2D, dwg format)
Overall slip table system drawings including shaker & seismic mass
(3D, STP format)
Theoretical analysis of hydraulic bearings
Measurements supporting the equipment performance specifications
Factory Acceptance Plan
Site Acceptance Test Results in similar slip table system of 3m x 3m for
reference
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3.3 WP S3000: Slip Table System Manufacturing
During this work package the following tasks shall be performed:
3.3.1
Manufacturing
The system hardware shall be manufactured according to the design accepted under WP S2000.
All manufacturing operations shall be planned in co-ordination with inspections and tests. This
planning shall be documented in a concise Manufacturing and Inspection Plan.
3.3.2
Factory acceptance
The Factory Acceptance objective is to verify that the requirements detailed in technical requirements
are fulfilled.
The factory acceptance tests and inspections shall be performed according to a Factory Acceptance
Plan, which shall identify all the activities to be performed and the requirements intended to be
verified.
The Factory Acceptance Review meeting in order to review the results of the implementation of the
Factory Acceptance plan shall be organised.
A board composed of members to be agreed with the KARI’s representatives shall attend the Factory
Acceptance Review meeting and confirm that:
All the equipment to be delivered is ready to be shipped.
The functional verification are fulfilled.
Drag force of slip table is measured in empty condition & loaded condition of
11 tons
This task shall be completed upon a successful Factory Acceptance Review.
3.3.3
Deliverables:
Exhaustive list of the equipment to be shipped
Factory Acceptance test reports
Factory Acceptance Review minutes of meeting
KARI on site Acceptance Plan
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3.4 WP S4000 Slip Table System Installation and Testing
During this work package the following tasks shall be performed:
3.4.1
Mechanical installation.
The mechanical installation comprises the:
Connection of the slip table system with reaction mass
Alignment of bearings if needed
Installation of hydraulic group
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3.5 WP S5000: Slip Table System Acceptance testing
Upon completion of the installation of the slip table system, the acceptance testing of the slip table
connected with shaker shall be took place according to the Acceptance Plan.
The acceptance tests shall be performed in accordance with formal test procedures and documented
in test reports.
The draft operation manual will be used during the acceptance test to confirm its suitability to support
the operation of the system. KARI staffs and other authorized persons will be trained on the operation
of the system during the acceptance test.
The Acceptance Plan shall cover all tests and verifications.
During this work package the following tasks shall be performed:
3.5.1
Acceptance test sequence
The acceptance tests shall verify the capability of the slip table capacity in compliance with KARI
specification. The following tests have to be performed:
Drag force measurement test
Bare condition performance tests
Loaded condition performance tests with dummy load
Abort sequence verification
3.5.2
Acceptance review and acceptance data package
An Acceptance Review (AR) shall be performed to review the results of the implementation of the
Acceptance Plan. A Board composed of KARI representatives shall perform the Acceptance Review.
3.5.3
Deliverable
The AR shall be supported by an Acceptance Data Package (ADP). The ADP shall be provided two
weeks prior to the review in 2 paper copies and electronic copy. The ADP shall comprise the
following documents:
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3.5.4
System Description Document
A system description document;
Mechanical Drawings
-
All mechanical drawings necessary for the installation and maintenance
of the equipment, stating dimensions, weights and attachment points
-
Electrical drawings comprising:
-
Overall functional block diagram (with reference to the equipment by
drawing, or equipment number)
-
Test points and test values
-
Terminal lists
-
Drawing list of the delivered drawings
Copies of all Non-conformance Reports and Requests for Waiver
Manufacturing Inspection Report
Acceptance test plans, test procedures and test reports
System Operation Manual
The system operation manual shall describe the aspects of the operation of the
equipment in a logical order, to ensure a safe and proper use. This manual shall contain
the following chapters:
Pre-operational checks
Start-up and safe shut-down
Operation of equipment and auxiliaries
Inspections
Note: This document should be written such that it can be used as a stand-alone manual for the facility
operator without necessarily consulting the other documents.
Maintenance manual
The maintenance manual shall describe the aspects of preventive and corrective maintenance. This
document shall clearly distinguish between activities that require the special knowledge of the
supplier and the activities that can be done by trained KARI personnel.
This document shall include the procedure to remove and re-install the top plate and installation and
alignment procedure of the bearings.
Spare part list
A recommendation concerning the spare-parts list covering a period of 5 years of operation shall be
made and the guarantee that spare-parts can be made available for another 10 years thereafter shall
be given.
Delivery time shall be stated for all for spare parts.
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4. Management reporting Meetings and Deliverables
The hardware, Drawing & Documentation deliveries shall include, as a minimum, the following:
Item
No.
Part name
Qty
Description
1
Large slip table
1
- Slip plate
- T-film bearings
- Stiff structure supporting T-film bearings
- Small slip plate & Cleanness cover
2
Auxiliary equipment
1
-
Hydraulic group
- Drive bar
- Specific tooling for maintenance (Alignment)
-
Electric cabinet with cables
-
Flexible hoses
3
Drawings
1
-
User drawings for slip table system
Assembly drawings
Overall drawing
-
Drawings for reaction mass
4
Documents
1
-
Analysis report & F.E.M model
-
Theoretical analysis of hydraulic bearings
-
Operating & Maintenance manual
-
Instructions for the fabrication of the reaction
mass
-
Factory Acceptance Plan
-
Site Acceptance Plan
-
Site Acceptance Test Results of 3m
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Kick-off/PDR/CDR/MRR/TRR/FAR/SAR reviews shall be held.
Review
Purpose
Kick-off
-Review the requirements of the system
-Understand and agree the design baselines
Design Review
- Verify the compatibility of the design definition
and predicted performance with system requirements
- Verify the coherency of the equipment
specifications with the subsystem specification
Test Readiness
Review
- Review test plans, sequences and procedures
FAR
(Factory Acceptance
Review)
- Final acceptance of slip table in Factory
- Review test results
(Checking key requirements’ performance consistency)
SAR
(Site Acceptance
Review)
- Site acceptance of slip table in KARI
- Review test results
(Checking key requirements’ performance consistency)
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5. KARI’s undertakings related to the slip table system
The following items are provided as KARI’s Undertakings:
1. Handling of the table and hydraulic group from the unloading bay to KARI site
2. Electrical connection of hydraulic group on KARI electrical network
3. The connection of the hydraulic group on KARI chilled water network
4. Electrical cabling work between hydraulic group and table
5. The alignment of the shaker with slip table
6. 10 tons dummy for site acceptance testing
7. Lifting crane of 20 ton
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6. Warranty
6.1
The system shall be warranted for a duration of 1 years from the date of definitive
acceptance on the site against any operational faults. The date of acceptance is the date when
the whole system is completely installed and its function is approved perfect in a written
format by KARI or its representative.
6.2
The warranty covers the replacement of faulty parts, the labor required for repair, traveling
cost, living fees and all associated necessary costs.
6.3
The contractor or A/S teams shall submit the written plan for repair within 48 hours after
the reception of the notification of fault. The contractor or A/S teams shall completely finish
the repair within 30 days after the reception of the notification of fault.
6.4
For an urgent service during important testing period, the deadline for action is 5 days from
the reception of the notification of service. To meet the deadline of the urgent service, KARI
will notify the contractor of the test start date and the period 2 weeks before the test start
date. The contractor shall stand by the A/S crews at contractor's convenient place during the
test period (up to 4 weeks).The contractor shall include a plan for these requirements in the
proposal.
6.5
To meet these requirements, the contractor shall propose a detailed plan for the prompt
repair in the proposal. The detailed information (location, number of crews, resume, phone
and FAX numbers, e-mail address, etc.) of the A/S teams shall be shown in the proposal and
shall be approved by KARI.
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7. Product supply schedule
The contractor shall meet the key points schedule as below;
(The supply schedule can be adjusted based on the building construction schedule in KARI)
Items
Key Points Schedule
Slip Table
-
Arrival at KARI : January 2017
-
Installation & Finish site acceptance : March 2017
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II. Technical Requirements
1.
Total System Configuration
This document covers the technical requirements applicable to the slip table system for lateral
vibration testing [LVS at Figure shown below].
2.
Technical Requirements for Slip Table System
Slip table system is composed of slip plate, T-film bearings, bearing installation structure, stiffness
structure and hydraulic group.
The work scope for slip table system is
-
Firstly to design the slip table with T-film bearings and the reaction mass,
-
Secondly to supply the slip table with hydraulic group,
-
Thirdly to suggest smaller table design which can be used in clean room class.
The figure as shown below represent the configuration of slip table system.
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2.1
Slip Table System Requirements
In this proposal, slip table system shall meet the requirements described below.
[Req_1] Slip plate requirement
The slip plate of slip table system shall have the following requirement as minimum:
Req_1.1
Interface area of slip plate
-
3.25m x 3.25m
-
Accommodate max 3.6m(D) object
Req_1.2
Moving mass
(including drive bar)
< 2000kg
Req_1.3
Displacement
50mm peak to peak (operation)
[Req_2] Interface requirement
The interface of slip table system shall have the following requirement as minimum:
Req_2.1
With shaker
LDS V994
Req_2.2
With specimen :
M12 inserts
100mm x 100mm grid
Req_2.3
Table top surface flatness
< 0.04 mm/m
Req_2.4
Roughness
< 3.2μm
Req_2.5
With clean room
Molecular contamination
< 2.10-7g.cm-2
[Req_3] Operational frequency range
The operational frequency of slip table system shall have the following requirement as min
imum:
Req_3.1
Sine
3H ~ 2,000 Hz
Req_3.2
Random
10H ~ 2,000 Hz
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[Req_4] Loading capabilities
The loading capabilities of slip table system shall have the following requirement as minim
um:
Req_4.1
Payload mass
11,000kg
Req_4.2
COG above the table
5,000mm
Req_4.3
Max excitation force
280kN
Req_4.4
Max lateral force
90kN
Req_4.5
Max vertical force
40kN
Req_4.6
Max pitch moment
1300 kNm
Req_4.7
Max yaw moment
80kNm
Req_4.8
Max roll moment
700kNm
[Req_5] Input acceleration
The acceleration control of slip table system shall have the following requirement as minim
um:
Req_5.1
Controllability outside resonance frequencies:
Sine :
3-100Hz
100 – 2000Hz
Random
+/-1 dB or 0.025g
+/-3 dB
+/-3 dB
Req_5.2
Controllability through resonance frequencies:
Sine :
3-100Hz
100 – 2000Hz
Random
+/-6 dB or 0.025g
+/-6 dB
+/-6 dB
Req_5.3
Deviation of acceleration from excitation
acceleration:
3-100Hz
100 – 2000Hz (excluding isolated peaks)
< +/-10 % or 0.025g
< +/-30 %
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Req_5.4
Cross-axis response
3-100Hz
100 – 1000Hz
100 – 2000Hz
< +/-10 % or 0.025g
< +/- 20 %
< +/-100 %
Req_5.5
Distortion in excitation direction:
3-100Hz
100 – 2000Hz (excluding isolated peaks)
< +/-10 % or 0.025g
< +/-20 %
[Req_6] Global stiffness
The global stiffness of slip table system shall have the following requirement as minimum:
Req_6.1
Empty table
> 380Hz
Req_6.2
Through full range
> 150 Hz
[Req_7] Bearing type
The bearing type of slip table system shall have the following requirement as minimum:
Req_7.1
Yaw bearings
Req_7.1
T-shape linear hydrostatic bearings
[Req_8] Drive adapter for shaker
The drive adapter of slip table system shall have the following requirement as minimum:
Req_8.1
Magnesium material
Req_8.2
To mate with LDS V994 shaker
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[Req_9] Stiff structure
Stiff structure should be designed to increase the performance of the system and be optimized using
F.E analysis.
Anchoring of the stiff structure on the reaction mass should be designed to connect not only at the
periphery but also in central part of stiff structure.
Stiff structure should be designed to fit with casing for the oil and collectors for outlet of the bearings.
The height of stiffness structure is about 500mm. Detailed height should be decided through the F.E.
optimization process under KARI approval in design meeting.
[Req_10] Reaction mass design
For reference, the reaction mass design and drawings will be supplied. The bidder shall modify the
reaction mass design to accommodate the configuration of slip table system. Also the bidder can
design new reaction mass. The performance should be predicted in the analysis report.
Figure 1 Reaction mass design [For reference]
Req_10.1
Supply overall drawing of the reaction mass
Req_10.2
Supply detail drawings of mechanical part of reaction mass
Req_10.3
Supply fabrication procedure of the reaction mass
Req_10.4
Review on civil engineering drawings
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[Req_11] Hydraulic group
The hydraulic group of slip table system shall have the following requirement as minimum:
Req_11.1
Supply Hydraulic pump & Utilities
Req_11.2
Supply the pressure sensor, temperature sensor, oil level sensor
Req_11.3
Supply the electrical cabinet
Req_11.4
Hydraulic hoses
[Req_10] Smaller table
Smaller top plate shall be proposed as an option. The purpose of smaller plate is to save mass
for the tests on smaller payload and have higher longitudinal mode.
Smaller top plate should be composed of top plate and walkable panels. Also it should be
compatible with clean room 100,000 class.
The size of smaller table have dimension of about 2m. The participant shall showing the moment
capacity for the Case #1 as shown below. Also participant shall propose the method to reduce the
moving mas by selection of material and thickness of slip plate.
[Req_10] Overturning moment capacity
To show the capacity of overturning moment in some cases of adapter, the participant should
supply the moment capacity for the Case #1, Case #2 and Case #3 as shown below in the proposal.
Figure 2 Case #1 Small adapter
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Figure 3 Case #3 Annular Interface
Figure 4 Case #2 KARI Dummy mass
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III. Format of Proposal
The proposal shall consist of 10 section(S).
S 1 : Bidder's Qualification Document
S 2 : Executive Summary (Overview)
S 3 : Technical Proposal
S 4 : Warranty Proposal
S 5 : Maintenance Proposal
S 6 : Work Schedule for Manufacturing, Assembly, Installation, and Interface
S 7 : Acceptance Test Plan Proposal
S 8 : Resume of Key Personnel
S 9 : Bidder's Confirmation Document for Fully Understanding of the RFP
S 10 : 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.
S 1 : Bidder's Qualification Document
(*) Bidder's Qualification : The followings shall be included in WP1.
The participants shall have experience in manufacturing and delivery of the Large Slip Table System.
The followings shall be included in this Section.
(a) Bidder's at least last 5 years’ experience on the prescribed system in this "Request for Proposal"
including :
(1) design
(2) manufacturing
(3) installation (specifications, performance, purchaser, supplied year, and price)
(4) training (operation and maintenance) of the facility
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(b) The certification of export license for the items to be delivered.
(c) The installation information (including personnel's information in charge of the facility, address,
FAX number, etc.) from the well-known institutes or companies which are using the facilities
installed by the bidder and/or subcontractor.
(d) The bidder's separate balance sheets of recent 5 years, which is certified by Certified Public
Account, including annual turnovers, assets and liabilities (This should be submitted separately
for bidder's company only and the total group).
(e) Other information
1. Total Employees
- Total number of Employees (Engineer / Technician)
- Number of Employees for the directly related area
2. Plant Scale
- Total area of space
- Factory & Building area
3. General brochure
4. Any documents with which the bidder can show his/her financial and technical abilities
(e.g. technical awards, bank balance, etc.)
(4) training (operation and maintenance) of the facility for foreign countries
S 2 : Executive Summary (Overview)
This section shall include the summary of the all section (3 through 12). The tabular form is
recommended.
S 3 : Technical Proposal
This section (Technical Proposal) shall be written in English. 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.
All the descriptions in this RFP is minimum requirements and the bidders can suggest the
better one to improve the overall performance. But in this case, the proposal should clearly
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indicate the improvements on the KARI’s requirements with their detail drawings and explicit
calculation results.
The contents of proposal will be the measurement of the bidder’s technical capabilities.
Bidder’s proposal will be reviewed by a number of experts at KARI and other institutes.
The bidder shall prepare tables for the check list to show the bidder’s compliance with the “Request
for Proposal”. This table shall be located in front of the Technical Proposal part. The articles in the
“Part I Work description” and “Part II Technical Requirements” of the RFP shall be completely
enumerated in the table. The table format is as follows:
Check Lists for “Part I Work description” and “Part II Technical Requirements
ANR
: Article Number in the “Part II & III Technical Requirements” in the RFP.
Y/N
: Compliance (Yes or No.)
CAP
: Corresponding Article number in the bidder’s Proposal to ANR
AAM
: Article number of Added Material in the bidder’s proposal which is not mentioned in the
RFP.
Part
I
Or
Part
II
ANR
Y/N
CAP
Remark
AAM
Remark
1)
yes
1)
ditto
2)
yes
2)
ditto
3)
yes
3)
ditto
4)
yes
4)
The specifications look
old. We updated them.
N/A
N/A
N/A
N/A
5)
We currently
developed
a
new method.
5)
yes
6)
ditto
6)
no
7)
The resolution is high
above the necessity. The
current technology for the
system …..
7)
yes
8)
ditto
8)
no
9)
This specification is not
compatible with 8) in the
proposal. We suggest other
approach.
9)
yes
10)
ditto
# ditto : The same as stated above or before
Due to the interface issue, the bidders shall deliver a complete design file(AutoCAD or CATIA) or
drawings which have the following information :
-
Whole set of drawings of slip table system and driver bar with the detail layout of
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interface-related system
-
Slip table base plan
-
Distribution network(electricity, oil, cooling water, etc) layout drawings
-
Interface details with the test building
-
All the calculation notes proving that the total system will be fully compliant with the
technical specifications.
S 4 : Warranty Proposal
4.1 Baseline warranty (1 years)
- plan for the prompt repair
- information on A/S team
S 5 : Maintenance Proposal
5.1 General description
5.2 Spare parts
5.3 Hardware updating
S 6 : Work Schedule for Manufacturing, Assembly, Installation, and Interface
The work schedule and installation plan shall be shown as in detail as possible in chronological
way. The installation plan shall be detailed enough to figure out daily progress and include the
methods and procedures for interface between the equipment and KARI SITC building (electricity,
cooling water, etc)
S 7 : Acceptance Test Plan Proposal
7.1 General description
7.2 Acceptance test
7.3. Back-up plan
For the case that the bidder cannot meet the requirements or other contractual binds after the
contract is awarded, the bidder shall proposed the back-up plan.
- Detailed plan and schedule
S 8 : Resume of Key Personnel
The table shall include the information of the followings :
(a) Overall project manager
(b) Mechanical and electrical lead designer
(c) Other section project leader
(d) Subcontractor personnel (if any)
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S 9 : Bidder's Confirmation Document for Fully Understanding of the RFP
This document shall confirm that the bidder has completely understood the whole RFP, which was
written in Korean and English.
S 10 : Price Proposal
Price proposal in any currency
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IV. INSTRUCTION TO BIDDERS
1.1. Qualification of Bidders
(1) Bidder shall have experience in manufacturing and delivery of the Large Slip Table System.
Bidder shall have at least five years of experience in the above fields.
(2) The qualifying statement for above requirements and support materials shall be included in
the Proposal.
(3) Bidder shall be in possession of all the necessary licenses, in effect as of the Bid Closing
Date, required for the development of Large Slip Table System for Large Vibration Test
Facility as described in this RFP.
1.2. Submittal of Proposal
The proposal shall be hand-carried or sent via appropriate express courier to KARI personnel or his
designee within the Bid Closing Date and Time. A deputy shall submit the power of attorney and a
copy of his identification.
1.2.1.
Number of copies
The Proposal should be made in six (6) copies in English. In case of any discrepancies between the
Proposals, the original hardcopy shall prevail.
1.2.2.
Bid closing date
The closing time for the Proposal October 15, 2015 is 14:00 Korean local time. If any part of the
Proposal as required under this RFP is submitted after the stipulated closing time, the entire
Proposal will be deemed late. KARI in its absolute discretion may exclude any late from further
consideration.
1.2.3.
Point of contact
Besides the Proposal submission, the point of contact for all communications for technical matters
shall be
Dr. Jong-Min Lim
Space Test Division
Korea Aerospace Research Institute (KARI)
169-84 Gwahak-ro, Yuseong-Gu
Daejeon, 305-806, Korea
Tel : 82-42-860-2562
Fax: 82-42-860-2234
E-mail : acoust@kari.re.kr
The communication between KARI and prospective Bidders for contractual matters (Terms and
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Conditions) shall be controlled through the following designee:
Mr. Jung-Nam CHO
Senior Administrator of Procurement Team
Korea Aerospace Research Institute (KARI)
169-84 Gwahak-ro, Yuseong-Gu
Daejeon, 305-806, Korea
Tel : 82-42-860-2613
Fax: 82-42-860-2666
E-mail : jncho@kari.re.kr
Bidder’s information on the points of contact shall include the name, title/position, telephone
number, E-mail address, and facsimile number.
1.2.4.
Information on the evaluation
The evaluation of the Proposals will be performed by the evaluation committee in KARI. The
following evaluation guidelines are for information only, and the evaluation committee reserves
the right to modify the guidelines without any prior notification to Bidders.
Principles of evaluation are as follows;
(1) Subject to an initial review of the Proposal, KARI may send to Bidders a set of questions for
clarification and supplementation to the Proposal, and the evaluation will be made based on
the Proposal and the answers received from Bidders.
(2) The evaluation will be performed for the technical part of the proposal first and then for the
price part, and the price proposal will be evaluated considering the quality of proposed
technology and work package contents.
(3) The evaluation committee may select a few best qualified and compliant Proposals and may
request the selected Bidders to submit the best and final Proposal including cost adjustments
to the items needed for normalization of the work to be performed and the specifications to
be achieved.
(4) The evaluation will be based on the baseline work scope. Any optional propositions will be
evaluated separately.
(5) The result of the evaluation is at the proposal evaluation committee’s discretion based on the
evaluation process and any Bidders shall not raise any objection regarding proposal
evaluation committee’s decision thereupon.
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1.3. Bidding Schedule
The following schedule is a tentative milestone for the eventual Contract and may be changed at
KARI’s sole discretion:
[1] RFP Release: T0
[2] Proposal Closing Date: T1 = T0 + 6 Weeks
[3] Review of Proposal: T1 + 1 Week
[4] Question and Answer: T1 + 1 Week
[5] Contract Negotiation Start: T2 = T1 + 2 Weeks
[6] Expected Date of Contract: EDC = T2 +4 Weeks
If KARI and Successful Bidder fail to reach an agreement on the eventual Contract, KARI may
proceed with the Contract negotiations with the Bidder of the second rank without any obligations to
the Successful Bidder. The negotiation process will be continued with the Bidder of the next rank
until the terms and conditions acceptable to KARI are reached.
1.4. Validity of Proposal
Proposal shall be valid for six (6) months from the Bid closing date and upon KARI’s request, shall
be extended for another six (6) months.
1.5. Bid Bond
1.5.1.
Amount of Bid Bond
Bidder shall establish a bid bond in favor of KARI not later than the Bid Closing Date and submit
the certificate to KARI along with this Proposal. The total amount of the bid bond shall be at least
five (5) percent of the total bidding price. The bid bond shall remain valid for six (6) months, and
if the Bid validity is extended as per Section 1.4, the bid bond shall also be extended accordingly.
1.5.2.
Bid Bond Establishment Method
The bid bond in Section 1.5.1 hereinabove shall be issued by first class international bank in the
form of an irrevocable letter of credit and advised through “Woori Bank” (Daejeon Branch at 29
Munye-ro, Seo-gu, Daejeon, 35241 Korea, Tel: +82-42-488-9704, Ext. 312 / Fax:+82-505-003-
0759). The bond shall be available by KARI's draft at sight drawn on the Bank, accompanied by
the statement of KARI stating that Bidder has refused to enter into a Contract with the terms and
conditions in the RFP as amended, if any, that Bidder has hindered the fair bidding by fraud or
misrepresentation, or that Bidder has withdrawn its Proposal after the Bid Closing Date. The bid
bond shall contain the substantial part of the terms and conditions of the bond, date of establishment,
account, amount, payment terms, and date of expiry, etc.
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1.5.3.
Bid Bond Return
The bid bonds except for those of the Successful Bidder and the other Qualified Bidders will be
released upon the instructions of KARI to the Non-Qualified Bidders, without interest, promptly
after KARI’s selection of the Successful Bidder. The bid bond of the Successful Bidder and the
other Qualified Bidders shall be likewise released to the corresponding Bidder with whom KARI
decides not to enter into a Contract.
1.5.4.
Contractor’s Bid Bond
When the Contract is executed, the bid bond shall be released upon the instructions of KARI to the
Contractor, without interest, promptly after the Contractor shall established a performance bond in
favor of KARI.
1.6. Questions and Modifications
Any questions as to the intent and clarity of the RFP may be asked to KARI’s point of contact as
specified in Section 1.2.3 by E-mail, fax or letter no later than ten (10) days before the Bid Closing
Date.
After the Bid Closing Date, Bidders shall not amend, modify, or supplement the Proposal, or submit
any other documents to KARI, except with KARI's written request.
KARI may ask, in writing, questions as to the intent and clarity of the Proposal to Bidders or request
the Bidders to provide supplementary information or data.
1.7. No Contractual Obligation
This RFP shall not be interpreted as an offer for a Contract or any type of guarantee by KARI. It is
KARI's sole discretion whether or not to allow the Contract award to any Bidder. KARI owes no
responsibility or obligation to select the Contractor among Bidders.
This solicitation for the Proposal shall neither be construed to create an obligation on KARI to enter
into a contractual instrument, nor shall it serve as a basis for any claim for reimbursement of costs
for the effort to prepare, submit, amend, revise or supplement the Proposal, and other related
documents expended by Bidder regardless of whether or not Bidder is successful in receiving an
award as a result of the solicitation.
1.8. Acceptance/Rejection of Bids
KARI reserves the right to accept or reject any Bidding, and to amend the Bidding process and reject
all Biddings at any time prior to the award of the Contract without thereby incurring any liability to
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the affected Bidder(s), and KARI is not under any obligation to inform the affected Bidder(s) of the
ground for its action.
1.9. Selection of Successful Bidder
The Successful Bidder will be selected by the evaluation committee among the Bidders subject to
the evaluation of the Proposals. At the time the Successful Bidder is selected, the ranking of the other
Qualified Bidders will be notified.
In the event mutually agreeable terms and conditions including price are not reached with the
Successful Bidder within the time limit specified by KARI, KARI may proceed with the Contract
negotiations with the next ranking Bidder without undertaking a new bidding process and without
any obligation to the Successful Bidder.
In case KARI initiates the Contract negotiations with the next ranking Qualified Bidder as specified
in the above mention, the Bidder will occupy the position as the Successful Bidder and assume any
obligations imposed upon the Successful Bidder under this RFP. The result of evaluation is at the
proposal evaluation committee’s discretion based on evaluation process and any Bidders shall not
raise any objection regarding the proposal evaluation committee’s decision thereupon.
1.10. Contract
The Contract period for the Development and Procurement of Large Slip Table System for Large
Vibration Test Facilities will be from EDC to the installation and Site Acceptance.
The Terms and Conditions as presented in Chapter V. of this RFP is the baseline requirement for the
Contract negotiation, and will be the basis of the Contract.
1.11. Language and Measurement Unit
The Proposal and any documents submitted to KARI under this RFP and communication and the
Contract language shall be in English or Korean.
"Système Internationale" (SI, hereafter) units shall be used for measurements and quantities in the
Proposal and all the accompanying documents.
1.12. Pricing Requirements
Any price or rate proposed by Bidder shall be firm and fixed, not subject to change for a price
escalation for the entire period of the Contract.
Any kinds of taxes and duties arising in connection with Bidder’s work under this RFP and under the
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eventual Contract shall be Bidder’s responsibility, except for the customs duties levied in Korea.
The price shall be inclusive of any cost or charge incurred due to delivery of any equipment, hardware,
software or documentation to KARI or its designated point of delivery.
1.13. Certificate and Government Approvals
Bidders shall receive the government approval and certificates (e.g. E/L) in relevant countries,
necessary for Bidder's work for the Development and Procurement of Large Slip Table System.
Bidder's ability and plan to get such approval and certificates shall be submitted to KARI, together
with any appropriate assurance letters from the relevant governments, in the proposal.
1.14. Confidentiality
There shall be no news releases, public announcements, denials or confirmation in connection with
this RFP or Contract award without the prior written approval of KARI.
All documentation submitted in response to this RFP shall be marked "COMMERCIALS-IN-
CONFIDENCE" on the first page of each document. All elements of the RFP shall be kept
confidential, and shall not be intentionally disclosed by Bidder to the third parties.
1.15. Withdrawal of Proposal
Bidder may withdraw its Proposal at any time before the Bid Closing Date. Withdrawal shall be made
in writing, and shall be received by KARI before the Bid Closing Date.
1.16. Property of Proposal
All documents submitted in response to this RFP shall become the property of KARI and will be
retained by KARI.
1.17. Expenses
Expenses incurred by Bidders in connection with the preparation, submittal, and any subsequent
clarification or negotiation activities are for their own account and will not be reimbursed by KARI.
1.18. Governing Law
This RFP and the Contract shall be construed in accordance with and governed by the laws of the
Republic of Korea.
1.19. Arbitration
Any disputes in relation to, and under the RFP and the Contract shall be resolved through arbitration
in Seoul, Korea, under the Rules of the Korean Commercial Arbitration Board.
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V. GENERAL TERMS AND CONDITION
Preamble
This Contract made on , 2015 by and between Korea Aerospace Research
Institute (“KARI”) established under the law of the Republic of Korea with its principal office
at 169-84 Gwahak-ro, Yuseong-gu, Daejeon 34133 Korea, and (“Contractor”)
established under the law of with its principal office
at .
Witnesseth
WHEREAS, KARI has a satellite assembly, integration and test center (hereinafter referred
to as ‘AITC’) for the purpose of the effective development of domestic satellites;
WHEREAS, KARI acknowledged the necessity of design and installation of new large
vibration system which is equipped with the large slip table with 3m interface in order to
increase the vibration shaker capability and improve the accessibility to satellite for the safe
environmental testing and KARI wants to procure large slip table system and related
interface equipment;
WHEREAS, Contractor represents that it has direct knowledge and first-hand experience in
developing, manufacturing and supplying the large vibration system which is equipped with
the slip table with 3m interface;
WHEREAS, Contractor is willing to develop, supply and install the large vibration system to
KARI.
NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained, KARI and Contractor have agreed as follows:
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Article 1. Definition
In this Contract, the following words and phrases shall have the meanings as indicated
below, unless the context wherein they are used clearly indicates another meaning:
1.1 Associates mean all individual or legal entities organized under public or private
law, who shall act, directly or indirectly, on behalf of KARI or Contractor, or at the
direction of either Party to this Contract to fulfill the obligations undertaken by such
Party in this Contract, including, without limitation, the employees of each Party,
their suppliers and Subcontractors.
1.2
Auxiliary Equipment means supporting equipment to operate and monitor the
slip table system. It includes hydraulic group, drive bar for shaker interface and
alignment device for bearing installation as minimum.
1.3
AITC means satellite assembly, integration and test center in KARI.
1.4
Contract means this Contract for the development of the Large Slip Table System
for Large Vibration Test Facilities, including Appendices as attached hereto, and
all amendments that may be subsequently agreed to by the Parties in accordance
with the terms and conditions of this Contract.
1.5
Contractor means .
1.6
Contract Price means the amount of Contract. If there is any change in Contract
Price due to any reason, then the Contract Price means current total amount of
Contract.
1.7
Deliverable Data means any technical data as enlisted in Appendix B-1
“Statement of Works” that Contractor shall deliver to KARI and any related data
thereof under this Contract.
1.8
Deliverable (Delivery) Item(s) means Large Slip Table System, Deliverable Data,
and information as enlisted in Appendix B-1 “Statement of Works” that Contractor
shall deliver to KARI.
1.9
EDC means the Effective Date of this Contract.
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1.10
Event(s) of Force Majeure means any act of God, war, whether or not declared,
act or failure to act of any government in its sovereign capacity, fire, earthquake,
flood, epidemic, quarantine, nuclear incident, or any other act beyond the
reasonable control and without the fault of either Party or its Subcontractors.
1.11
Factory Acceptance means KARI’s pre-shipment inspection or audit including the
testing activities for Deliverable Item at Contractor’s facility.
1.12
KARI means Korea Aerospace Research Institute.
1.13
Large Slip Table means the moving part of the slip table system and mechanical
interface. It includes the slip plate, T-film bearings & installation structure,
stiffness structure, small slip table & cleanness cover as minimum.
1.14
Large Slip Table System means the system that consists of Large Slip Table and
Auxiliary Equipment that Contractor shall deliver and install to KARI site.
1.15
Party or Parties means KARI or Contractor, or both, according to the context.
1.16
Site Acceptance means final acceptance by KARI of the Deliverable Item at KARI
site in accordance with Article 13 “Site Acceptance and Inspection”.
1.17
Subcontract means any subcontract, including purchase orders and all similar
forms of agreements at any tier under this Contract.
1.18
Subcontractor means a contractor under any Subcontract including suppliers and
vendor.
1.19
Third Party(ies) means any individual or legal entity other than the Associates and
the Parties.
1.20
Work(s) means whole or any part of the work, but not limited to review meeting,
delivery, installation, test, training, warranty and maintenance, to be executed by
a Contractor in accordance with this Contract.
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Article 2. Objective
2.1
The objective of this Contract is to procure the qualified Large Slip Table System
f or Large Vibration Test Facility through the effort of the Contractor. To
accomplish this objective, Contractor shall perform all the Works under this
Contract required for design, manufacture, qualification, test, installation, training,
warranty and maintenance as well as the delivery of Deliverable Item to meet the
requirements and specification of this Contract.
Article 3. Contract Documents
3.1
This Contract shall comprise the following documents, as amended from time to
time by written agreement by and between both Parties:
[A] Terms and Conditions
[B] Appendices
B-1. Statement of Works
B-2. TBD
B-3. TBD
B-4. TBD
3.2
In the event of any inconsistency or discrepancy between or among the Contract
documents as listed in Article 3.1 above, the Contract documents shall be applied
in the decreasing order of precedence.
3.3
In the event of any dispute or difference between the Parties in the interpretation
of this Contract as a result of the application of the Appendices as specified in
Article 3.1, Contractor's Proposal dated ____________ submitted to KARI in
anticipation of this Contract in response to KARI's Request for Proposal dated
____________ shall be used as a reference document to identify and clarify the
intention and understanding of the Parties as contemplated in this Contract, and
both Parties shall in good faith seek an agreement or a compromise acceptable to
both Parties without modification or amendment to this Contract.
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Article 4. Responsibilities of the Parties
4.1
Responsibilities of KARI
4.1.1
KARI shall make a payment to Contractor in accordance with Article 6 “Terms of
Payment”.
4.1.2
In accordance with Appendix B-1 “Statement of Works”, KARI shall provide any
reasonable support including facilities, equipment and information in order for
Contractor to fulfill the installation of Large Slip Table System at KARI site.
4.1.3
KARI shall provide reasonable cooperation and support in order for Contractor to
obtain any government approval.
4.2
Responsibilities of Contractor
4.2.1
Contractor shall have all responsibilities for the development and delivery of Large
Slip Table System to KARI in a timely manner as required and defined under this
Contract without any charges to KARI.
4.2.2
Contractor shall provide all Work including the installation, training, warranty and
maintenance and technical support required and stated under this Contract to
KARI.
4.2.3
Contractor shall obtain any government approval including the export license to
provide KARI with the Large Slip Table System.
Article 5. Contract Price
5.1
For the full, satisfactory and timely performance of the Work by the Contractor in
accordance with the provisions of the Contract, KARI hereby agrees to pay to the
Contractor Euros/USD (TBD), in accordance with the terms
of payment as stipulated in Article 6 “Terms of Payment”.
5.2
The Contract Price as specified in Article 5.1 above shall be firm and fixed price
that is not subject to any escalation or to any adjustment or revision by reason of
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the increase of actual costs incurred by Contractor in the performance of the Work
under this Contract, unless otherwise agreed to by both Parties under Article 21
“Changes”.
5.3
The Contract Price as specified in Article 5.1 above shall be comprised of the
following items.
Items
Qty
Price (€/USD)
Total
5.4
All banking charges incurred in Korea shall be borne by KARI and those charges
incurred outside Korea shall be borne by Contractor.
Article 6. Terms of Payment
6.1 Payment Schedule
6.1.1
Payment shall be executed after the establishment of performance bond in
accordance with Article 7 “Performance Bond”.
6.1.2
KARI shall pay to Contractor the Contract Price as stipulated in Article 5.1 in
accordance with the following schedule:
No.
Payment milestone
(in Month)
Payment due date
Payment
(USD/€)
Percentage of
Contract Price (%)
1
EDC
EDC+ 1M
2
DR (EDC+ M)
EDC+ M
3
TRR (EDC+ M)
EDC+ M
4
FAR (EDC+ M)
EDC+ M
5
SAR (EDC+ M)
EDC+ M
Total
100 %
* “EDC” means the Effective Date of this Contract in accordance with Article 23.1 “Effective
Date of Contract”.
* “DR” means the Design Review.
* “TRR” means the Test Readiness Review at Contractor site.
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* “FAR” means the Factory Acceptance Review at Contractor site.
* “SAR” means the Site Acceptance Review at KARI site.
6.2
Billing Procedure
6.2.1
All invoices Contractor submits for payment shall be in duplicate signed by an
authorized company official and received by KARI at least thirty (30) days before
the payment due dates as specified in Article 6.1.
6.2.2
All payments shall be made in US dollars/Euros by telegraphic transfer to the bank
account as designated by Contractor in its invoices. And KARI shall remit the
payment within thirty (30) days after KARI’s receipt of Contractor’s invoice.
6.3
Suspension of Payment
6.3.1
Notwithstanding any provisions of this Contract, if any payment milestone as set
forth in Article 6.1.2 has not been accomplished for any reasons attributable to
Contractor, KARI may, with an advance notice, suspend such payment due until
both Parties agree that the delayed payment milestone has been accomplished.
6.3.2
In the event of KARI's suspension of payment under Article 6.3, Contractor shall
nevertheless continue to perform its obligations under this Contract regardless of
whether KARI is entitled to suspend the payment.
6.4
Deduction of Payment
6.4.1
All losses, costs, charges, damages and expenses which KARI incurs or sustains
by reason of any act, default or omission of the Contractor in the performance of
the Contract and any other amounts which KARI is entitled to receive from the
Contractor may be deducted from any payment that may be or become due to the
Contractor from KARI.
6.4.2
A prior written notice given by KARI accompanied with documents stating the
amount due to KARI referred to in Article 6.4.1 and the reason of deduction shall
be prima facie evidence of the matters stated herein.
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Article 7. Performance Bond
7.1
Contractor shall establish a performance bond within three (3) 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.
7.2
The entire amount covered by the performance bond shall be payable to KARI on
demand together with KARI’s written statement to the effect:
(a) that there was a default of the Contractor in the performance of the Contract
(including Subcontractor’s default under the Subcontract), or
(b) that any amount KARI is entitled to receive from Contractor has not been paid
by Contractor to KARI through any other means, or
(c) that this Contract was terminated by Contractor’s breach as specified in Article
19.2.
Whenever any amount has been withdrawn by KARI due to such cases of (a) and (b) as
above, performance bond shall be replenished.
7.3
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 29 Munye-ro, Seo-gu, Daejeon, 35241 Korea, Tel:
+82-42-488-9704, (Ext. 312)/ Fax: +82-505-003-0759) and shall remain valid until
the end of warranty expiration. The letter of credit shall not be amended, modified
or canceled without KARI's prior written consent.
7.4
It is hereby agreed between the Parties that payment from the Performance Bond
under this Article 7 shall not affect any other KARI's rights, privileges, interests or
remedies under this Contract or the applicable law.
Article 8. Deliveries
8.1
General
8.1.1
Contractor shall deliver Deliverable Item in accordance with the defined schedule
and method as set forth in Appendix B-1 “Statement of Works” and the delivery
shall be deemed to have occurred only when the Site Acceptance has been
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successfully completed at KARI site.
8.1.2
Contractor shall bear any charges or costs of whatsoever nature that are incurred
in relation to such delivery or provision until such delivery or provision is duly made
under this Contract without any non-conformity and accepted in accordance with
Article13 “Site Acceptance and Inspection” hereof, and shall keep KARI free from
any such charges and costs.
8.1.3
Contractor agrees that delivery or provision of time and place under this Contract,
whether specifically provided for or not, or in subsequent amendments thereto, are
of the essence of this Contract.
8.1.4
Contractor shall be responsible for all applicable taxes imposed outside Korea
including any customs duties and charges of any nature levied on Deliverable Item,
spare parts, spare materials, tools, consumables and ancillary equipment as well
as any charges associated with the transportation.
8.2
Delivery to KARI
8.2.1
Contractor shall deliver Deliverable Item under the rule of DAP (Delivery At Place
in accordance with the Incoterms 2010) KARI in accordance with the delivery
schedule of this Contract.
8.2.2
To obtain import certification, Contractor shall notify KARI by e-mail (address is
“acoust@kari.re.kr” for Mr. Jong-Min IM and “jncho@kari.re.kr” for Mr. Jung-Nam
CHO) fourteen (14) calendar days prior to each shipment with one set of proforma
invoice and packing list specifying the number of boxes, name of Items, unit price,
and size and volume of each container or box to be shipped. As soon as each
shipment as provided for in this Article is made, Contractor shall send one (1) copy
of the following shipping documents to KARI by e-mail;
(a) Clean on board vessel bill of lading/or airway bill of lading,
(b) Commercial invoice,
(c) Packing list,
(d) Weight and measurement list,
(e) Manufacturer's Inspection Report,
(f) Certificate of Origin, and
(g) Export License (if possible).
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Article 9. Delay
9.1
Excusable Delay
9.1.1
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.
9.1.2
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.
9.1.3
Notwithstanding Article 9.1.1 hereof, any such delay that has not been notified to
the other Party or any delay of performance of the affected Party falling due after
delay, failure or incompleteness in exercising the pertinent best efforts to remove
or remedy the pertinent Events of Force Majeure or the effects thereof pursuant to
Article 9.1.2 hereof shall not be excused for any reason whatsoever.
9.1.4
The Party who has received or is entitled to duly receive the notice of Events of
Force Majeure under Article 9.1.2 hereof may suspend performance of its
obligations which shall be due subsequent to such Events of Force Majeure, until
the other Party has effected such delayed performance to the full extent after and
in view of such Events of Force Majeure.
9.2
Non-Excusable Delay
9.2.1
In the event that, unless otherwise excused by virtue of this Contract, any reason
attributable to KARI or the governing or applicable law, Contactor delays the
provision or delivery of Deliverable Items as stipulated under this Contract,
Contractor shall pay for damages as defined in the Article 9.2.2 to KARI as a result
of such delay.
9.2.2
Contractor acknowledges and agrees that the timely provision or delivery of the
Deliverable Item as stipulated under this Contract or its performance of other
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obligations under this Contract is essential to KARI, and that such delay as
provided for in Article 9.2.1 hereof may cause substantial financial loss or damage
to KARI’s rights, interests, privileges and benefits, which may not be assessable
or recoverable. Both Parties therefore specifically agree that in the event of such
loss or damage caused by delay attributable to Contractor, its Subcontractor or
any of its agents, Contractor shall pay KARI as liquidated damages zero point one
five percent (0.15%) of Contract Price per day of such delay. In no case, however,
shall the aggregated liquidated damages exceed ten percent (10%) of Contract
Price. It is also agreed by both Parties that KARI shall be entitled to terminate this
Contract for Contractor’s breach, only if the aggregated liquidated damages under
this Article, excluding those days of delay excused by KARI in writing, exceeds ten
percent (10%) of the Contract Price.
9.2.3
This Article shall not affect other remedies, rights, privileges, interests, benefits of
KARI under this Contract or the governing or applicable law. Contractor agrees
that any right of KARI under this Article is not an alternative or substitute to other
remedies, rights, privileges, or interests of KARI, and that Contractor’s correction
of such defect or non-conformity under this Article does not relieve Contractor from
any liability to KARI which may arise under this Contract of the governing or
applicable law as a result of such defect or non-conformity.
9.2.4
For the purpose of this Article, any action or omission of Contractor’s
Subcontractor, agent, or servant, de facto or de jure, shall be deemed to be
Contractor’s own.
Article 10. Taxes and Duties
10.1
In the event taxes are charged in Korea, KARI shall be fully responsible for
payment of such taxes. Contractor shall be fully responsible for the payment of all
applicable taxes imposed outside Korea including any customs duties and charges.
10.2
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.
10.3
The Contractor shall further comply with instructions KARI may issue from time to
time in order to facilitate any exemptions or reductions from customs duties and
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other taxes that might be levied on KARI and shall impose the same obligations
on its Subcontractors.
Article 11. Intellectual Property
11.1
KARI shall own and have a right to use, without any obligation, all the Deliverable
Items provided by Contractor in its performing this Contract. Contractor shall take
all necessary precautions so that all the Deliverable Items 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.
11.2 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, Contractor
shall defend, hold harmless, and indemnify KARI from such infringement claims.
11.3 This Article will survive the completion of the Contract, any termination, cancellation
or expiration of the Contract in any manner whatsoever.
Article 12. Factory Acceptance
12.1
The Factory Acceptance of Large Slip Table System shall occur only after:
(a) all specified tests to be performed by the Contractor under the Contract for
the Large Slip Table System have been completed in accordance with the
Contract; and
(b) the Contractor has demonstrated to KARI that the Large Slip Table System
meet the specifications and requirements in this Contract; and
(c) all Works and conditions under the Contract to be fulfilled by the Contractor
prior to the shipment of Large Slip Table System have been met,
in which case KARI shall accept, in writing, the Large Slip Table System subject to the
provisions set forth below.
12.2
Subject to the conditions as set forth in Article 12.1 above, a Factory Acceptance
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of Large Slip Table System shall be occurred only when the FAR (Final Acceptance
Review) has successfully completed at Contractor site in accordance with
Appendix B-1 “Statement of Works”. After the FAR, KARI’s authorized
representative shall notify the result of FAR in writing. If KARI determines that
Large Slip Table System is unacceptable, it shall notify the Contractor, in writing,
the reasons therefore.
12.3
If Large Slip Table System is determined to be unacceptable, Contractor shall, at
its expense, promptly repair or replace Large Slip Table System so that it shall
comply with the Contract specifications and requirements, and Contractor shall
hold the additional FAR of such repaired or replaced Large Slip Table System for
KARI’s confirmation. The Contractor shall present to KARI the root cause and the
result of such repair or replacement on the additional FAR. Such repaired or
replaced Large Slip Table System shall be accepted in accordance with the
requirements of Article 12.1.
12.4
For the FAR, KARI, at all times during the performance of this Contract, shall have
the right to do the following activities at the Contractor’s facilities or other relevant
facilities under this Contract;
(a) Access the Items, testing activities and data, related to, used for, prepared or
generated in connection with this Contract, and
(b) Witness all qualification and acceptance testing of the Deliverable Items to be
delivered or provided under this Contract including all tests used for the
purpose of demonstrating qualification.
12.5 Contractor shall make such data and documentation, equipment and facilities
available to KARI upon KARI’s request and KARI’s selection for such purposes.
Contractor shall deliver copies of design and test data and other technical data,
excluding financial data, required to evaluate technical problems or non-
performance that may occur during the performance of this Contract. Such
documentation and data shall also be available for KARI to make copies thereof.
Article 13. Inspection and Site Acceptance
13.1
Notwithstanding the successful FAR, KARI shall carry out incoming inspection of
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the Deliverable Item after delivery within one (1) week after delivery. In the event
that KARI discovers that any Deliverable Item provided or delivered pursuant to
Article 8 “Deliveries” are defective or non-conformity during the incoming
inspection, KARI shall promptly notify Contractor thereof and provided that such
defect or non-conformity is not attributable to KARI, Contractor shall promptly
remedy such defect or non-conformity and retest. In addition, if remedying such
defect or non-conformity would substantially delay as compared to the period
required to complete such substitution, Contractor shall promptly provide
substitute Items. Upon the remedy of such defect or non-conformity that the
requirements of this Contract are satisfied in all respects or upon the provision of
substitute Items, Contractor shall notify KARI of the details of the remedy
undertaken by Contractor.
13.2
The Site Acceptance of Large Slip Table System shall occur only after:
(a)
the Contractor shall successfully install the Large Slip Table System at Large
Vibration Test Facilities in KARI;
(b)
the performance of the Large Slip Table System after such installation under
the Contract shall meet the specifications and requirements in this Contract;
and
(c) all Works and conditions under the Contract to be fulfilled by the Contractor
prior to SAR (Site Acceptance Review) have been met,
in which case KARI shall finally accept, in writing, the Large Slip Table System subject to
the provisions set forth below.
13.3
Subject to the conditions as set forth in Article 13.1 above, a Site Acceptance of
Large Slip Table System shall be occurred only when the SAR has successfully
completed at KARI site in accordance with Appendix B-1 “Statement of Works”.
After the SAR, KARI’s authorized representative shall notify the result of SAR in
writing. If KARI determines that Large Slip Table System is unacceptable, it shall
notify the Contractor, in writing, the reasons therefore. If such written Site
Acceptance letter is not given to Contractor, within thirty (30) days after the SAR
of Deliverable Item, the Deliverable Item shall be deemed to have been accepted
by KARI.
13.4
If Large Slip Table System is determined to be unacceptable, both Parties shall
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jointly investigate the root cause and if the root cause is attributable to the
Deliverable Item, then it shall be considered as non-delivery and Contractor shall,
at its expense, promptly repair or replace Large Slip Table System so that it shall
comply with the Contract specifications and requirements. Such repaired or
replaced Item shall be accepted in accordance with the requirements of Article
13.1 and 13.2.
13.5
The Parties agree that the acceptance of the Deliverable Item under this Article
shall not be interpreted or construed to mean that such Item is 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 Item or KARI’s rejection of the Item.
Article 14. Spare Parts and Erection Tools
14.1
Contractor shall provide KARI with all list and delivery time of spare parts/erection
tools for KARI's use for consumable and five (5) years of operation as per the
Scope of supplies specified in Contract Specifications.
14.2
Contractor shall guarantee that spare parts/erection tools can be made available
for fifteen (15) years.
Article 15. Indemnification
15.1
Contractor shall indemnify and hold KARI, its officers, agents, servants,
employees, subsidiaries, successors, and assignees, or any of them, harmless
from any and all loss, damage, liability or expense resulting from damage to all
tangible property and injuries including death, to all persons, in the circumstances
caused by its act or omission in the performance of the Work, and shall pay all
expenses, including reasonable attorneys’ fees, and satisfy all judgments as may
be incurred by or rendered against them, or any of them.
Article 16. Licenses, Clearances and Permits
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16.1
Unless otherwise specified in this Contract, each Party is responsible for
obtaining all government approvals from any government authority which has
jurisdiction and authority to require such approvals, including, but not limited to,
licenses, visas, and permits necessary to carry out such Party’s obligations in
accordance with this Contract. KARI is responsible for obtaining any necessary
Korean government approvals, and Contractor is responsible for all other
government approvals.
16.2
The Parties shall cooperate and provide each other, upon request of and without
cost to the other Party, all reasonable and necessary assistance in obtaining any
and all governmental approvals, which they respectively are required to obtain
pursuant to this Contract.
16.3
Each Party shall be solely responsible for any expenses incurred in obtaining the
approvals, which are required under this Article. The Parties shall provide to each
other, upon request of and without cost to the other Party, suitable documents or
other reasonable evidence to show that they have obtained any and all
governmental approvals, which they respectively are required to obtain pursuant
to this Contract.
Article 17. Confidentiality
17.1
Each Party shall confidentially treat all documents, data, materials and
information supplied by one to the other, and shall not disclose the above to any
Third Party, and shall not use the above for any other purpose than for the
performance of this Contract without prior written consent from the other Party.
However, this Confidentiality obligation shall not be apply to the information which
is made available to the general public.
Article 18. Warranty
18.1
Any patent, utility, design, copyright, technical know-how and any other type of
intellectual property used by Contractor, its Subcontractors, servants, or agents,
or delivered or provided to KARI directly or indirectly in connection with this
Contract shall be free of any infringement actions by any Third Party claiming its
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rights or interests with regard thereto in disposing with in accordance with this
Contract.
18.2
The Deliverable Item and its installation supplied and performed by Contractor or
its Subcontractors hereunder shall be in good working order and free from all
defects in workmanship and materials and shall comply with the requirements of
this Contract. Warranty period for the Deliverable Item shall be one (1) year from
successful Site Acceptance Review.
18.3
Upon the receipt of written notification from KARI that the Deliverable Item
delivered by Contractor or its Subcontractors is defective or non-confirming, the
Contractor shall repair or replace, at Contractor’s option and its own expense,
such Deliverable Item so as to comply with the above warranties.
18.4
The Contractor shall not be entitled to any additional costs (for instance, the cost
for the repair or replacement of faulty parts at its option, the labor cost required
for repair, traveling cost, per diem and all associated necessary costs) incurred
or to recover any damages suffered due to defect in the Deliverable Item or
rejection of the Deliverable Item by KARI.
18.5
Contractor shall submit the written plan for repair within forty eight (48) hours after
the reception of KARI’s notification of fault and shall completely finish the repair
within thirty (30) days after the receipt of KARI’s written notification of fault.
18.6
For an urgent service during any important test period using the Large Table
System, The remedy of warranty is five (5) days from the receipt of KARI’s written
notification of service. To meet the deadline of the urgent service, KARI will notify
Contractor of the test start date and the period two (2) weeks prior to the test start
date. Contractor shall stand by the A/S crews at Contractor's convenient place
during the test period (up to four (4) weeks). Contractor shall include a plan for
these requirements.
18.7
Both Parties acknowledge that the breach of a warranty may result in serious
damages to KARI’s right, interests, privileges, and benefits, de facto or de jure,
or loss of KARI’s profits. If a breach of warranty has not been cured within thirty
(30) days from the date of KARI’s written notification to Contractor of such breach,
Contractor shall pay all the damages to KARI due to the breach of any warranty.
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18.8
The right and remedies provided under this Article 18 are in addition to any other
rights or remedies available to KARI under the Contract or applicable laws.
Article 19. Termination
19.1
Termination for Events of Force Majeure
19.1.1
In the event that the excusable delay under Article 9 “Delay” exceeds three (3)
months for any single Events of Force Majeure or six (6) months in the aggregate
for all Events of Force Majeure, KARI, at its sole discretion, may declare
frustration of this Contract, and terminate the whole or any part of this Contract
by sending a three (3) days prior notice to the Contractor.
19.1.2
In the event this Contract is terminated by Article 19.1.1 above, each Party shall
effect the restitution to the other Party of whatever is provided, delivered, or paid
to it in the same manner and types as such provision, delivery or payment was
made.
19.2
Termination for Breach
19.2.1
KARI may, by written notice to the Contractor, terminate the whole or any part of
the Contract, if any of the following circumstances occurs;
(a) Contractor fails to deliver any Deliverable Item under Contract in accordance
with the delivery schedule; or
(b) Contractor fails to perform any Work under this Contract or fails to progress
with the Work in a manner which satisfies KARI that Contractor will perform
the Contract within the time specified and in accordance with the terms of the
Contract; or
(c) Contractor fails to remedy any or all defects and non-conformity on the
Deliverable Item in accordance with Article 13.
19.2.2
In the event of the circumstances in Article 19.2.1, KARI may notify the Contractor
and may suspend any further performance of its obligation under this Contract. If
the Contractor fails, within ten (10) days from the dispatch of the notice, to
produce and notify KARI of reasonable evidence of its intent and ability to effect
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due performance of the obligation in breach within thirty (30) days from due
dispatch of written notice, then KARI may terminate this Contract with three (3)
days’ prior notice of termination.
19.2.3
In the event this Contract is terminated for Contractor’s breach, the Contractor
shall return all the amounts paid by KARI under the Contract and also pay the
termination charge of ten percent (10%) of the total Contract Price. KARI shall
return the Deliverable Item to Contractor, if any.
19.3
Termination for Special Circumstances
19.3.1
Either Party may terminate this Contract anytime upon or after due dispatch of
notice of such effect, without any other conditions, in the event that the other Party
falls within any of the following categories:
(a) the other Party has fallen bankrupt or insolvent;
(b) the other Party passed a resolution for its reorganization (bankruptcy related),
dissolution, liquidation or winding-up; or
(c) a court order for proceedings for the bankruptcy, reorganization (bankruptcy
related), dissolution or winding-up of the other Party has been applied for by
any person and such application has not been dismissed within sixty (60) days.
19.3.2
In the event this Contract is terminated by Article 19.3.1 above, each Party shall
effect the restitution to the other Party of whatever is provided, delivered, or paid
to it in the same manner and types as such provision, delivery or payment was
made.
19.4
Termination for Convenience
19.4.1
KARI may terminate this Contract, in whole or in part, for its convenience, with
thirty (30) days’ prior written notice to Contractor. In case of such termination for
convenience, Contractor is entitled to receive payment due which Contractor has
already done in accordance with Article 6.1.2 within thirty (30) days from the date
of termination and KARI shall release performance bond at the same time.
Article 20. Resolution of Disputes and Governing Law
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20.1
In cases any controversy or claim arises out of or in relation to this Contract or
with respect to a breach hereof, the Parties shall seek to resolve the matter
amicably through discussions between themselves. In the event of any
disagreement between KARI and Contractor about the interpretation of the
provisions or definitions used in this Contract, the interpretation of KARI shall
govern until and unless otherwise decided by arbitration conducted pursuant to
the following provisions.
20.2
If the Parties cannot resolve such controversy or claim in accordance with Article
20.1 above, it shall be finally settled by arbitration in Seoul, Korea, before the
Korean Commercial Arbitration Board in accordance with its rules. The
proceedings shall be conducted in English. The award rendered by the board
shall be final and binding on the Parties and may be entered in any court of
competent jurisdiction for execution.
20.3
The validity, performance, construction, and effect of this Contract shall be
governed by the laws of Korea.
Article 21. Changes
21.1
Changes Requested by KARI
21.1.1
Any changes requested by KARI during the performance of this Contract, within
the general scope of this Contract, which would add or delete Work, affect the
design of Work, change the method of shipment or packing, place or time of
delivery, duration of Contract, or would affect any other requirement of this
Contract, shall be submitted in writing to Contractor. Contractor shall respond to
any changes KARI requested in writing within thirty (30) days after receipt of such
request. If such change requested by KARI causes an increase or decrease in
the Contract Price and/or an impact of schedule, Contractor shall submit to KARI
at the time the response to the requested change is submitted, the details of such
increase or decrease.
21.1.2
KARI shall notify Contractor in writing, within thirty (30) days after receipt of
Contractor’s response, whether it agrees with and accepts Contractor’s response.
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If KARI agrees with and accepts Contractor’s response, an amendment to the
Contract reflecting such change, Contract Price and/or schedule adjustment, if
any, shall be issued, and Contractor shall proceed with the performance of the
Contract as changed. Contractor shall provide updated information that reflects
the final agreed price of the change, if KARI requests. In the event the Parties are
unable to agree on a change requested by KARI or price adjustment, if any, or
both, Contractor shall proceed with the performance of the Contract as
unchanged.
21.2
Changes Requested by Contractor
21.2.1
Any changes requested by Contractor during the performance of this Contract,
within the general scope of this Contract, that would add or delete Work, affect
the design of Work, change the method of shipment or packing, place or time of
delivery, duration of Contract, or would affect any other requirement of this
Contract, shall be submitted in writing to KARI thirty (30) days prior to the
proposed date of the change. If such change requested by Contractor causes an
increase or decrease in the Contract Price, Contractor shall submit to KARI at the
time the requested change is submitted, the details of such increase or decrease.
21.2.2
KARI shall notify Contractor in writing within thirty (30) days after receipt of the
requested change and Contract Price adjustment, if any, whether or not it agrees
with and accepts such change. If KARI agrees with and accepts change
requested by Contractor, an amendment to the Contract reflecting such change,
and Contract Price adjustment, if any, shall be issued, and Contractor shall
proceed with the performance of the Contract as changed. Contractor shall
provide updated information which reflects the final agreed price of the change, if
KARI requests. In the event the Parties are unable to reach an agreement on a
change requested by Contractor, or Contract Price adjustment, if any, or both,
Contractor shall proceed with the performance of the Contract as unchanged.
Article 22. Notices
22.1
All notices, requests, demands, approvals, reports, invoices, and other
correspondence to be provided pursuant to this Contract shall be in writing and
shall be deemed to have been duly given to the Party to be notified: (i) on the
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date of delivery if delivered in person, (ii) on the date of dispatch if by facsimile,
telex or e-mail, or (iii) on the date of receipt if by registered airmail or overnight
courier.
All notices shall be addressed to the appropriate Party at its address as follows:
For KARI: Korea Aerospace Research Institute
169-84 Gwahakro, Yuseong-gu, Daejeon 34133, 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: [Company]
[Address]
Commercial matters
Technical matters
[Name]
Tel: +
Fax: +
E-mail:
[Name]
Tel: +
Fax: +
E-mail:
22.2
Each Party may change its address for notice by notice given to the other Party in
the manner set forth above. And any notices given as provided herein shall be
considered effective seven (7) days after the registered postage pre-paid
airmailing thereof or the day of actual receipt thereof, whichever occurs first, or on
the day of personal delivery, or the day of sending if by facsimile, telex or e-mail.
Article 23. Miscellaneous
23.1
Effective Date of the Contract
The effective date of this Contract ("EDC") is the date on which the duly authorized
representatives of both Parties have signed this Contract, and any amendment to
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this Contract shall be effective only upon signature by the authorized
representatives of both Parties.
23.2
Entire Agreement
This Contract embodies the entire agreements of the Parties with respect to the
subject matter hereof and supersedes and cancels any and all prior
understandings or agreements, oral or written, in relation hereto, which may exist
between the Parties. No oral explanation or oral information by any of the Parties
shall alter the meaning or interpretation of this Contract.
23.3
Assignability
This Contract and each and every covenant, term and condition hereof shall be
binding upon and inure to the benefit of the Parties and their respective successors,
and neither this Contract nor any rights and obligations hereunder shall be
assignable or delegable directly or indirectly by either Party without the prior written
consent of the other Party.
23.4
Unenforceable Terms
If any term or provision of this Contract shall for any reason be invalid, illegal or
unenforceable in any respect, this Contract shall be interpreted and construed as
if such term or provision had never been included herein.
23.5
Non-waiver
The failure or delay of any Party to require performance by the other Party of any
provision of, or of any right or obligation under this Contract, shall not constitute a
waiver thereof, nor shall such affect that Party’s right to thereafter require
performance of such or any other provision, right or obligation.
23.6
Disclaimer of Agency
This Contract shall not be deemed to constitute any Party to become the agent of
the other Party.
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23.7
Headings
The headings in this Contract have been inserted for convenience of reference
only and are not to be used in consulting or interpreting this Contract.
23.8
Language and Unit
All documents, drawings, plans and other writings as well as communications
between both Parties under this Contract shall be in English and measurements
and quantities for Deliverable Data shall be recorded in units of Système
Internationale.
23.9
Time Limits
Unless otherwise indicated, any time limits to which this Contract binds Contractor
or KARI shall be counted in calendar days from the day following that of the event
marking the start of the time limit, and shall end on the last day of the period
specified. When the last day of a time limit is a Saturday or Sunday, or a legal
holiday in the country in which the particular contractual performance is required,
such time limit shall be extended to the first working day following.
23.10
Subcontractors
Each Party shall be fully responsible for the work of its Subcontractors under this
Contract, and such subcontracting shall not relieve that Party of its obligation under
this Contract.