mecㆍviewer v1.4 :: Appendix A & Appendix B.pdf

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Contract

for

Engineering Services for Air Traffic Control

(ATC) Subsystems

Contract No. KARI-16-0068

Between

Korea Aerospace Research Institute

and

Contractor

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

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KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Table of Contents

General Terms and Conditions

Preamble and Witnesseth ··········································································· 6

Article 1. Definitions ··················································································· 7

Article 2. Contract Documents ······································································ 8

Article 3. Scope of Work ·············································································· 8

Article 4. Contract Price ·············································································· 9

Article 5. Terms of Payment ········································································· 9

Article 6. Taxes ······················································································· 10

Article 7. Representations and Warranties ···················································· 10

Article 8. Indemnity ·················································································· 11

Article 9. Suits for Infringement ··································································· 11

Article 10. Delays in Performance ······························································· 12

Article 11. Performance Bond ····································································· 13

Article 12. Legal Compliance and Governmental Authorizations ························ 13

Article 13. Non-Transfer and Use Assurances ················································ 14

Article 14. License and Ownership of Data and Information ······························ 14

Article 15. Confidentiality ··········································································· 15

Article 16. Effectiveness of Contract ···························································· 15

Article 17. Termination ·············································································· 16

Article 18. Resolution of Disputes and Governing Law ····································· 17

Article 19. Notice ····················································································· 17

Article 20. Miscellaneous ··········································································· 18

Appendices

Appendix A.    Statement of Work
Appendix B.     Payment Schedule
Appendix C.    TBD
Appendix D.    TBD

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

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KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

General Terms and Conditions

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

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KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Preamble

This Contract made and entered into this XX

th day of June, 2016 by and between

Korea Aerospace Research Institute (“KARI”), a Korean Government-funded
research institution established and operating under the laws 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 intends to acquire Air Traffic Control subsystems and desires
Contractor to provide certain software packages, training, and technical support
including any technical data and information as needed; and

WHEREAS, Contractor has a knowledge and experience in the said area and retains
technical expertise and highly qualified personnel to provide such services, technical
data and information; and

WHEREAS, Contractor is willing to provide KARI with the software packages,
training, technical support, technical data and information on the terms and
conditions as set forth in this Contract.

NOW, THEREFORE, in consideration of the mutual covenants and premises, both
Parties hereto have agreed to the following:

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Article 1. Definitions

1.1

The terms defined in this Article shall have the meaning ascribed to them herein
whenever they are used in this Contract, unless otherwise clearly indicated by the
context.

“Contract” means this Contract for Engineering Services for ATC subsystems,
including Appendices as attached hereto, and all amendments that may be agreed to
by the Parties in accordance with the terms and conditions of this Contract.

“Contractor” means            .

"Deliverable  Data" means any design, engineering or technical data and
documentation as listed in Appendix A “Statement of Work” that Contractor shall deliver
to KARI, including any related data and information thereof, in the course of the
provision of the Services .

“Deliverable Item” means any material, equipment or items as listed in Appendix A
“Statement of Work” that Contractor shall deliver to KARI, including any related
software, data, information and manuals, in the course of the provision of the
Services.

“EDC” or “Effective Date of the Contract” means the date identified in Article 16
“Effectiveness of Contract”.

“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 event, unforeseeable and beyond the
reasonable control without any fault by the Party relying upon the Force Majeure or
its Subcontractors.

“KARI” means Korea Aerospace Research Institute.

“Party” or “Parties” mean KARI or Contractor, or both, according to the context.

“MIDAS Project” means the “Management on Integrated operations of Departure,
Arrival, and Surface” (MIDAS) project funded by Korean government.

“ATC subsystems” mean subsystems used for Air Traffic Control (ATC) service and
simulation environment.

“Services” means any technical support and engineering services, including review,
analysis, calculation and any other consulting and advisory services, as listed in
Appendix A “Statement of Work”, to be provided by Contractor under this Contract.

“Subcontract” means any subcontract, including purchase orders and all similar
forms of agreements at any tier under this Contract.

“Subcontractor” means a contractor under any Subcontract, including suppliers.

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

“Third Party” means any individual or legal entity other than the Parties and
Subcontractor.

Article 2. Contract Documents

2.1

This Contract shall comprise the following documents, as amended from time to time
by written agreement by and between both Parties:

General Terms and Conditions

Appendices

Statement of Work

Price and Payment Schedule

C TBD
D TBD

2.2

In the event of any inconsistency or discrepancy between or among the Contract
documents as listed in Article 2.1 above, the Contract documents shall be applied in
the decreasing order of precedence.

Article 3. Scope of Work

3.1

In accordance with the requirements and scopes of work as set forth in this Contract
including Appendices thereto, Contractor shall perform the Services and provide any
Deliverable Item and Deliverable Data including any materials and supplies as
needed as part of the Services.

3.2

Contractor shall, without any additional charge to KARI, provide KARI with such
software, technical data, documentation and information as may be reasonably
required by KARI to understand the output of the Contractor’s work hereunder.

3.3

Contractor shall keep KARI informed with respect to the performance of the Services,
and shall comply with instructions given by KARI.

3.4

Contractor shall perform its obligations under this Contract for each phase as defined
in Appendix A “Statement of Work” and as authorized by KARI. Such authorization
shall be provided to Contractor prior to the start of the next phase, provided,
however, that the first phase shall be deemed to have been authorized by KARI upon
the EDC as stipulated in Article 16 “Effectiveness of Contract” hereof. If the
authorization for the 2

nd phase is not provided by KARI to Contractor as set forth

herein, then this Contract shall be deemed to have been terminated for the 2

phase(s) by KARI for convenience under Article 17.2 hereof. In such case,
Contractor shall be entitled to compensation by KARI for the then-current phase(s) as
provided in said Article 17.2, but shall not claim any compensation for termination
damages or reimbursement for any termination costs against KARI for the 2

phase(s) so terminated.

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Article 4. Contract Price

4.1

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 TBD Korean Won (KRW TBD) in accordance with the terms of
payment as specified in Article 5 “Terms of Payment”.

4.2

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.

4.3

All banking charges incurred in Korea shall be borne by KARI, and those charges
incurred outside Korea shall be borne by Contractor.

Article 5. Terms of Payment

5.1 Payment

Schedule

The Contract Price as specified in Article 4 “Contract Price” shall be paid in
accordance with the schedule as set forth in Appendix B “Payment Schedule”.

5.2

Terms of Payment

5.2.1 All invoices Contractor submits for payment shall be in triplicate signed by an

authorized company official and received by KARI at least thirty (30) days before the
payment due dates as specified in Appendix B “Payment Schedule”. Contractor,
together with the invoice, will submit to KARI the two (2) signed copies of the work
acceptance certificate for the payment milestone, which justifies the completion of
work under this milestone. One (1) copy of this work acceptance certificate signed by
KARI shall be returned to the Contractor by the express mail.

5.2.2 All payments shall be made in Korean Won by telegraphic transfer to the bank

account as designated by Contractor in its invoices, by the payment due dates as
stipulated in Appendix B “Payment Schedule”, or not later than thirty (30) days after
KARI's receipt of Contractor's invoices whichever becomes later.

5.2.3

Notwithstanding any provisions of this Agreement, if any requisites for payment as
set forth in Appendix B “Payment Schedule” has not been accomplished until each
payment due date for any reasons attributable to Contractor, KARI may, with an
advance notice, suspend all payments due until KARI and Contractor agree that
such delayed requisites for payment has been accomplished.

5.2.4

In the event of KARI's suspension of payment under Article 5.2.3, Contractor shall
nevertheless continue to perform its obligations under this Contract regardless of
whether the existence of breach is disputed.

5.2.5 All the payments due to Contractor hereunder shall be converted into the U.S. dollars

at the telegraphic transfer selling rate of a Korean remitting bank on the date of

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

remittance. Upon request from Contractor, KARI shall provide a copy of the payment
receipt issued by the remitting bank.

5.3

Whenever the payment due date falls on Saturday, Sunday, KARI’s non-business
day or a Korean legal holiday, the payment date shall be the following business day.

5.4

Deduction of Payment

Any amounts due by Contractor to KARI under this Contract shall be paid by
Contractor within thirty (30) days from receipt of KARI’s invoice. Should KARI not
receive the said amounts within the thirty (30) days’ period, then KARI will send to
Contractor a written notice referencing KARI’s unpaid invoice. Should, in spite of
such notice, Contractor not make such payment, then such amounts may be
deducted from any payment that may be or become due to Contractor from KARI or
called up from the performance bond under this Contract.

Article 6. Taxes

6.1

All payments by either Party to the other Party under this Contract, including, but not
limited to, the payment of Contract Price, shall be made net, free and clear of any
federal, state or local taxes, funds, stamp duties, fees, transfer taxes, duties or
charges of any kind whatsoever, levied or imposed by the government or any political
divisions of either Korea or [country name], whether to be withheld or not, so that
such other Party may receive such payments in their entirety without any deduction.

[Note] This Article 6.1 shall be finally agreed by both Parties in accordance with

Korean Tax Law and International Tax Treaty between Korea and Contractor’s
country.

6.2

In any event, any taxes or duties of any nature levied by Korean tax authorities on
Contractor’s personnel and personal effects shall be borne and directly paid by
Contractor to the Korean tax authorities.

6.3

Notwithstanding any provisions in this Contract, the Contract Price payable by KARI
to Contractor under this Contract shall be exclusive of Korean value-added tax (VAT),
if any, which shall be treated in accordance with the provisions of the Korean VAT
law.

Article 7. Representations and Warranties

7.1

Contractor represents and warrants to KARI that:

(a)

Contractor shall provide the Services in a timely and efficient manner and in
accordance with the-state-of-art engineering and design industry standards
and practices;

(b)

Each of its employees who are providing the Services shall be qualified and
sufficiently experienced so as to provide the Services competently,

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

professionally and efficiently with the standards and practices as set forth in
Paragraph (a) above;

(c)

All Deliverable Items that Contractor is providing as part of the Services shall
be free from defects and errors;

(d)

Contractor shall have good title to all design, engineering or technical data or
documents, and all material, equipment or items provided to KARI, including,
but not limited to, the Deliverable Items and Deliverable Data, free from any
and all claims, demands, liens and encumbrances on title; and

(e)

Neither part of the design, engineering or technical data or documents, and all
material, equipment or items provided to KARI, including, but not limited to,
the Deliverable Items and Deliverable Data, when given and in the future,
shall be the subject of any Third Party infringement claim or action.

7.2

The warranty period hereof shall be twelve (12) months from the expiration or
termination date of this Contract.

Article 8. Indemnity

8.1

Contractor agrees to indemnify, defend and hold KARI, and its officers, directors,
employees, agents, shareholders and Subcontractors, their officers, directors,
employees, agents and shareholders, harmless against and in respect of any claim,
liability, obligation, loss, damage, assessment, proceeding, judgment, cost and
expense (including, without limitation, reasonable attorney's costs and expenses
reasonably incurred in investigating, preparing, defending against or prosecuting any
litigation or claim, action, suit, proceeding or demand) (collectively, the "Damages"),
arising out of or in any manner incident, relating or attributable to any inaccuracy in
any representation or breach of or failure to duly perform as required under this
Contract any undertaking, obligation, warranty or covenant by Contractor contained
in this Contract or any negligent or willful misconduct by Contractor.

Article 9. Suits for Infringement

9.1 In the event that any suit, claim, action or proceeding against KARI and its

Subcontractor arises from allegations that any proprietary rights to be provided by
Contractor hereunder constitute infringement of any patent, copyright, trade secret,
know-how, or any other proprietary right of any Third Party, Contractor shall defend
KARI’s and the Subcontractor’s right, title and interest to the same against such suit,
claim, action, or proceeding at Contractor’s expense and shall hold KARI and its
Subcontractor harmless from any damages or losses of any kind including without
limitation legal fees. If as a result of such suit, claim, action or proceeding, the
proprietary rights or any part thereof is held to constitute an infringement and the use
of said proprietary rights, or any part thereof, is enjoined, Contractor shall promptly, at
its option and expense, either procure for KARI and its Subcontractor the right to
continue using said proprietary rights, or the part thereof, or replace the same with
non-infringing proprietary rights acceptable to KARI.

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Article 10. Delays in Performance

10.1 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) 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.

to the other Party pursuant to Paragraph (b) above shall not be excused for any
reason whatsoever. Notwithstanding Paragraph (a) above, any delay of
performance of the affected Party falling due after any 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 Paragraph
(b) shall not be excused for any reason whatsoever.

(d) The Party who has received or was entitled to duly receive the notice of events

of Force Majeure under Paragraph (b) above 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.

10.2 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 any Deliverable Items or Deliverable Data 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) Contractor acknowledges and agrees that the timely provision of Services or

delivery of any data and documentation as stipulated in this Contract or its
performance of its other obligations under this Contract is essential to KARI, and
that such delay as provided for in Paragraph (a) above may cause substantial
financial loss or damage to KARI's rights, interests, privileges and benefits,
profits, which may not be assessable or recoverable. Both Parties therefore
specifically agree that in the event of such loss or damage, Contractor shall pay
KARI, as liquidated damages, zero point two five (0.25%) of the Contract Price
for each day of such delay; provided, however, that if such delay does not
exceed thirty (30) days, the liquidated damages for such delay will be waived. In
no case, however, shall the aggregate accumulated liquidated damages under
this Contract for the delayed Services, Deliverable Data or Deliverable Item

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

exceed ten percent (10%) of the Contract Price, provided, however, that if the
aggregate number of days of delay under this Article, excluding those days of
delay excused by KARI in writing, should exceed forty (40) days, KARI may
terminate this Contract for Contractor's material breach.

Subcontractor, agent, or servant, de facto or de jure, shall be deemed to be
Contractor's own.

Article 11. Performance Bond

11.1 Contractor shall establish a performance bond in favor of KARI in the value of ten

percent (10%) of the Contract Price as stipulated in Article 4 “Contract Price”, within
fifteen (15) days after the EDC, in the form of an irrevocable standby letter of credit.

11.2

The letter of credit shall be drawn in favor of KARI and advised through the Woori
Bank (Address: Daejeon Branch at Moonye-ro, Dunsan-dong, Seo-gu, Daejeon, 302-
173 Korea, Tel.: +82-42-488-9704, Ext. 312 / Fax : +82-505-003-6200 / e-mail :
the_banker@wooribank.com). 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

11.3 The performance bond shall expire thirty (30) days after the warranty period as

stipulated in Article 7.2 and shall be fully released by the instruction of KARI upon
satisfactory completion of the Contract or on its expiry date.

11.4 It is hereby agreed between the Parties that payment from the performance bond

under this Article shall not affect any other of KARI's rights, privileges, interests or
remedies under this Contract or the applicable law.

Article 12. Legal Compliance and Governmental Authorizations

12.1

Contractor and its employees shall comply with all applicable legal requirements of
any place in which any part of the work or Service under this Contract is to be done
and with the legal requirements of public, municipal and other authorities in any way
affecting or applicable to any work performed by Contractor and its employees.

12.2

Unless otherwise provided for herein, Contractor shall at its own expense obtain any
permits, licenses, approvals or certificates including any other requirements for
import or export necessary for the performance of the work or Service under the
Contract. Contractor shall perform the work or Service in accordance with the
conditions of any applicable permits or licenses, approvals or certificates.

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

12.3

No Party shall be responsible in any way for the consequences, direct or indirect, of
any violation of law by the other Party or its Subcontractors or their officers,
employees, agents or servants. Each Party shall keep the other Party, its officers,
employees, agents, contractors, Subcontractors and assignees harmless and
indemnify them against all losses, damages, liabilities, demands (whether in contract
or tort or foreseeable or not, or direct or consequential) and all expenses legal or
otherwise (including attorney's fees) including but not limited to damages to property,
injury to persons (including sickness and death) and economic loss, arising from or
as a consequence of such violation.

12.4 Contractor shall be responsible for obtaining all governmental authorizations

necessary for the performance of the Contractor’s obligations hereunder in a timely
manner.

Article 13. Non-Transfer and Use Assurances

13.1 In case that any part of the Services, Deliverable Items or Deliverable Data to be

provided to KARI by Contractor under this Contract are subject to export control
regimes of the exporting country for the purpose of non-proliferation of dual use
articles and technology, KARI hereby assures and certifies that KARI will use the
said articles and technical data only for peaceful purposes and, as an end user,
except as specifically authorized by prior written approval of the relevant authorities
of the exporting country, will not re-export, re-sell or otherwise dispose of the articles
and technical data outside the Republic of Korea or to any other person except
KARI’s Subcontractor for the purpose of MIDAS Project. If requested by Contractor,
KARI shall execute and issue to Contractor a non-transfer and end use certificate
containing the said KARI’s assurances.

Article 14. License and Ownership of Data and Information

14.1

Contractor hereby grants to KARI an irrevocable, non-exclusive, and world-wide right
to use Deliverable Item, Deliverable Data and the result of Service for the MIDAS
Project and other projects during and after the Contract without payment of additional
compensation to Contractor or any other Third Party. In the event that any party other
than Contractor claims or threatens to claim infringement by KARI with respect to
such use of Deliverable Item, Deliverable Data and the result of Service, Contractor
shall defend, hold harmless, and indemnify KARI from such infringement claims. If
any license or consent from Contractor or any Third Party is required to ensure KARI
Subcontractor’s right to use Deliverable Item, Deliverable Data and the result of
Service for the MIDAS Project, Contractor shall grant and shall have such Third Party
grant such license and consent to KARI Subcontractor through KARI, which license
and consent shall not be unreasonably withheld.

14.2 Subject to Article 14.1 above, Contractor shall retain ownership rights in its prior

existing standards, computer programs, reference materials, drawings, and
engineering tools, used in connection with the Services under this Contract.

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

14.3 Contractor shall return all data and information furnished by KARI to the extent

requested upon completion of the Services or termination of this Contract. Contractor
may, however, retain and use copies thereof for internal purposes only in furtherance
of its know-how and in meeting any requirements placed on Contractor by its
government authorities and agencies. Contractor releases KARI from any and all
liabilities to Contractor with respect to the use of such information for purposes other
than those of Contract. Furthermore, Contractor shall defend, indemnify and hold
KARI and its Subcontractor harmless from any and all Third Party claims that may
arise as a result of such use.

Article 15. Confidentiality

15.1

Each Party agrees to keep secret and confidential all information obtained pursuant
to this Contract from the other Party, which is designated as confidential by the other
Party. The Parties agree to take all necessary precautions in a manner acceptable to
the Party furnishing the confidential information in order to keep secret and
confidential such information and to restrict its use outside and beyond the scope of
this Contract; provided, however, that the above shall not apply to information which
is or becomes part of the public domain or obtained from an independent source
through no fault of the disclosing Party, nor shall the above restrict or prohibit the
disclosure of such information to competent government authorities as is required to
bring about the purposes intended by this Contract.

15.2

Any information derived from KARI’s property in connection with this Contract, shall
be kept secret and confidential and shall not, without the consent in writing of an
authorized officer of KARI, be published or disclosed to any Third Party, or made use
of by Contractor, except for the purpose of implementing this Contract.

15.3 The obligations undertaken by the Parties pursuant to this Article 15, shall survive

termination of this Contract and shall remain in effect and be binding on the Parties
for a period of five (5) years after the termination of this Contract except for such
information as shall become part of the public domain or is received from an
independent source through no fault of the Party wishing to disclose.

15.4

Contractor shall obtain the prior written approval of KARI concerning the content and
timing of news releases, articles, brochures, advertisements, prepared speeches,
and other information releases, proposed to be made by such Party concerning this
Contract or the work performed or to be performed hereunder. KARI shall be given a
reasonable time to review the proposed text prior to the date scheduled for its
release.

Article 16. Effectiveness of Contract

16.1

The effective date of this Contract ("EDC") is the date on which all of the following
conditions have been satisfied:

(a)

The duly authorized representatives of the Parties have signed this Contract;
and

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

(b)

The appropriate governmental authorities of the Republic of Korea and the
Contractor’s country have duly approved this Contract, if required.

16.2 Any amendment to this Contract shall be effective upon signature by the duly

authorized representatives of both Parties and the approval of such amendment by
the government of the Republic of Korea and the government of the Contractor’s
country, if required.

Article 17. Termination

17.1

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;

(b)

if the aggregate number of days of delay for Service, Deliverable Item or

Deliverable Data should exceed forty (40) days as set forth in Article
10.2, excluding days of delay excused by KARI in writing.

(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 is unable to pay any debts as they become due,
has explicitly or implicitly suspended payment of any debts as they became
due (except debts contested in good faith), or if Contractor's creditors have
taken over its management, or if the relevant financial institutions have
suspended Contractor's clearing house privileges.

(d)

if Contractor becomes incapable for a period of sixty (60) consecutive days of
performing any of its obligations under this Contract because of Force
Majeure; or

In the event of such termination, Contractor shall return to KARI all materials, data
and documentation provided by KARI, at no cost to KARI. In addition, Contractor
shall return to KARI all the amounts received from KARI up to the date of such
termination, and KARI shall return all results of Services provided by Contractor
under this Contractor up to the date of such termination, in the manner of “as is”.

In the event of the termination pursuant to Paragraphs (a), (b) and (c) above,
Contractor shall also pay ten percent (10%) of the Contract Price as specified in
Article 4 “Contract Price” as liquidated damages, not as a penalty.

17.2

KARI may terminate this Contract, in whole or in part, at any time for its convenience,
upon reasonable prior written notice to Contractor. In case of such termination for
convenience, Contractor shall be entitled to the amount paid and payable up to the
date of such termination.

17.3 In the event of the termination pursuant to this Article, KARI, at its sole discretion,

may retain the result of Services which have already been or are supposed to be
provided by Contractor up to the date of such termination by paying the Milestone

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

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.

Article 18. Resolution of Disputes and Governing Law

18.1

In case any dispute, 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.

18.2

The arbitration panel shall consist of three (3) arbitrators, two (2) of which appointed
by each Party, respectively, and the remaining one (1) by an agreement by those
arbitrators appointed by the Parties. In the absence of such appointment or
agreement within the period determined by the Korean Commercial Arbitration Board
(KCAB), the KCAB, at its sole discretion, shall appoint to fill the vacancy. 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.

18.3

Notwithstanding any other provision in this Contract, any Party may seek preliminary
injunctive relief from any court of competent jurisdiction, pending the final award of
the arbitration.

18.4

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

Article 19. Notice

19.1

All notices required or permitted to be given hereunder shall be made in writing, and
shall be valid and sufficient if dispatched by registered airmail (postage prepaid),
delivered personally, or sent by facsimile to the following addresses:

(a)

If to KARI:

Address:

Korea Aerospace Research Institute

169-84

Gwahak-ro,

Yuseong-gu

Daejeon,

34133

Korea

For Contractual Matter

For Technical Matter

Attn: Mr. Won-Suk LEE
Senior Administrator
Tel.: +82-42-860-2406
Fax : +82-42-860-2666

Attn: Ms. Hyoun Kyoung Kim
Senior Engineer
Tel.: +82-42-860-2371
Fax : +82-42-860-3540

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

e-mail : wsl@kari.re.kr

e-mail : kimhk@kari.re.kr

(b)

If to Contractor:

Address:

[Company

name]

[Address]

For Contractual Matter

For Technical Matter

Attn:
[Title]
Tel.:
Fax :
e-mail :

19.2

Each Party may change its address for notice by notice given to the other Party in the
manner set forth above.

19.3

Notices given as herein provided 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.

Article 20. Miscellaneous

20.1 Entire

Agreement

This Contract embodies the entire agreement 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.

20.2 Assignment

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.

20.3 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. In such a case, any
remaining part of this Contract shall not be influenced by such ineffectiveness

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

20.4 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.

20.5

Disclaimer of Agency

This Contract shall not be deemed to constitute any Party the agent of the other
Party.

20.6 Subcontract

Contractor shall not subcontract any Services or works hereunder to any Third Party
without KARI’s prior written approval, which approval shall not unreasonably be
withheld, provided that Contractor shall be fully responsible for such Subcontract and
shall not be relieved of its obligations hereunder.

20.7

Language and Unit

This Contract is executed in English and all documents, drawings, plans and any
other writings as well as communication between the Parties shall be in English.
Weight and measurement for Deliverable Item and Deliverable Data shall be
recorded in units of metric system.

20.8 Amendment

No amendment or change hereof or addition hereto shall be effective or binding on
any of the Parties unless reduced to writing and executed by the respective duly
authorized representatives of each of the Parties.

20.9 Headings

The headings in this Contract have been inserted for convenience of reference only
and are not to be used in construing or interpreting this Contract.

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

IN WITNESS WHEREOF, the Parties have caused this Contract to be executed by
their respective duly authorized officers as of the date first above set forth.

Korea Aerospace Research Institute

Contractor

By:

Name:

Gwang-Rae CHO Ph.D

Name:

Title:

President

Title:

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Appendix A. Statement of Work

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

This Page intentionally left as blank

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Appendix B. Payment Schedule

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

This Page intentionally left as blank

KARI/Contractor

KARI

Proprietary

Korea Aerospace Research Institute

Contractor

Payment Schedule

No.

Payment Milestone *

Payment

Due Date

Amount

(KRW)

Percentage

(%)

EDC

EDC + 1 M

TBD

10%

After Delivery of Software Packages,
Training, and Technical Support for
FDPS, FDO, CWP, and TSS

EDC + TBD M

TBD

TBD%

Total for the 1

st phase

TBD

TBD%

After Delivery of Software Packages
for HASW, PLT, and DRS

EDC + TBD M

TBD

TBD%

After Training and Technical Support
for HASW, PLT, and DRS

EDC + TBD M

TBD

TBD%

Total for the 2

nd phase

TBD

TBD%

Total TBD

100%

* Each Payment Milestone corresponds with “4. Deliverables and Schedule” of

Appendix A “Statement of Work”.

- i -

KARI PROPRIETARY

Technical Specifications of

Engineering Services for ATC Subsystems

June 17, 2016

Korea Aerospace Research Institute

KARI PROPRIETARY

- ii -

Table of Contents

1. GENERAL ............................................................................................................................ 1

1.1

Background ................................................................................................................ 1

1.2

Qualification of Bidders ............................................................................................. 1

2. TECHNICAL REQUIREMENTS ......................................................................................... 2

2.1

System Requirements ................................................................................................. 2

2.1.1

FDPS ................................................................................................................ 2

2.1.2

FDO .................................................................................................................. 3

2.1.3

CWP ................................................................................................................. 3

2.1.4

TSS ................................................................................................................... 5

2.1.5

PLT ................................................................................................................... 6

2.1.6

DRS (+ DRS Client) ......................................................................................... 6

2.1.7

HASW .............................................................................................................. 7

2.1.8

Others ............................................................................................................... 7

2.2

Description of Tasks .................................................................................................. 7

2.2.1

Technical Data Transfer ................................................................................... 7

2.2.2

Training ............................................................................................................ 8

2.2.3

Technical Support ............................................................................................ 8

2.3

Deliverables and Schedule ......................................................................................... 9

3. REFERENCED DOCUMENTS ......................................................................................... 10

- 1 -

1. General

1.1 Background

The “Management on Integrated operations of Departure, Arrival, and Surface”

(MIDAS) project is a Korean government funded R&D project and the Korea

Aerospace Research Institute (KARI) is the main contractor of that. The purpose of the

MIDAS project is to acquire advanced air traffic management technologies to increase

both efficiency and safety in terminal and airport. The scope of the project includes not

only the development of core technologies and decision support tools such as

AMAN/DMAN (Arrival Manager/Departure Manager) but also the validation of them

through Human-In-the-Loop (HITL) simulation.

The objective of this RFP is to select “contractor” which is capable of providing

engineering services for the air traffic control (ATC) subsystems, which will be parts of

HITL simulation systems. The tasks of engineering services consist of technical data

transfer, training and technical support on the system. (Refer to the 2.2 Description of

Tasks for the details.)

1.2 Qualification of Bidders

The bidders shall be ISO 9001 certified. The bidders shall have experience in

developing both ATC systems and ATC simulation systems for at least five years and

there shall be more than one relevant system in operation.

- 2 -

2. Technical Requirements

2.1 System Requirements

The ATC subsystems consist of the followings.

- Flight Data Processing System (FDPS)

- Flight Data Operator (FDO) Position

- Controller Working Position (CWP)

- Traffic Simulation System (TSS)

- Pseudo Pilot (PLT)

- Data Recoding/Playback System (DRS)

- High Availability Processing Software (HASW)

The subsystems above shall be capable of being interfaced with Surveillance Data

Processing System (SDPS) and AMAN/DMAN developed by KARI. The subsystems

except TSS and PLT shall be capable of being used for real ATC operations.

All subsystems shall be able to be run at linux operating system (Redhat 7.x or higher,

CentOS 7.x or higher)

The detail requirements for each are described in the following sections.

2.1.1 FDPS

Flight Data Processing System shall have the following functionality

 ATS messages handling in accordance with [ICAO 4444], [ICAO 4444 – 1]
 System Flight Plan (SFPL) handling in accordance with [FDPD_AREA],

[FDPD_APPROACH]

 Trajectory prediction (4D TP) with meteorological data processing, BADA

based on EUROCONTROL Total Energy Model (TEM), Airspace structure in

accordance with [TP]

 Flight Data Processing and Distribution (FDPD) in accordance with

[FDPD_AREA], [FDPD_APPROACH]

 System Support Coordination (SYSCO) - AIDC/OLDI in accordance with

[ICAO 4444], [OLDI]

 SSR code management (ORCAM) in accordance with [ORCAM]
 RPL(Repetitive Flight Plan) data handling

- 3 -

 Flight plan and track correlation (COR) in accordance with [FDPD_AREA],

[FDPD_APPROACH]

  Monitoring Aids (MONA) in accordance with [MONA]
  Medium Term Conflict Detection (MTCD) in accordance with [MTCD]
  Flight Plan Track (FPL Track) in accordance with [FDPD_AREA],

[FDPD_APPROACH]

Flight Data Processing System shall have the following capacity

 Number of passive FPLs: 4000
 Number of Active FPLs: 500

2.1.2 FDO

Flight Data Officer Working Position shall have the following functionality:

 FDO shall display the following lists of ATS messages:

– List of received ATS messages

– List of sent ATS messages

– List of received ATS messages with errors

 FDO shall display the list of Flight Plans (both active and passive)

Flight Data Officer Working Position shall have the following capacity

 Number of received/sent messages per a day: 10000

2.1.3 CWP

Controllers Working Position shall have the following functionality:

 CWP shall display surveillance data obtained from SDPS and surveillance

sensors:

– System tracks from SDPS

– Plots and mono sensor tracks from PSR, SSR, MLAT/WAM and ADS-B

– Ground tracks from ASDE

 CWP shall receive System FPLs from FDPS and combine System FPLs with

System Tracks based on SFPLs and System Track numbers.

 CWP shall receive and present SNET, MONA and MTCD warnings in a track

labels.

- 4 -

 CWP shall display AIP information in a graphical form.
 CWP shall adapt and display airport configuration in a graphical form for

airport controllers.

 CWP shall be able to be used for not only enroute/approach controllers but

also airport controllers.

 CWP shall display airport configuration map using KARI data format.
 CWP shall have a functionality to attach and detach labels(callsign to track

data) manually at ground targets.

 CWP shall have a functionality to add information to the data block without

source code modification.

 CWP shall present SFPL’s route in a graphical form. It shall be possible to

change a route with a help of a mouse manipulator.

 CWP shall also display SFPLs as a formatted string in a list or as an

Electronic Strip.

 CWP shall display the following type of SFPLs lists:

– Pending list

– Control list

– Terminated

– Departure list

– Arrival list

 CWP shall receive and present data from AMAN/DMAN systems. These data

shall be presented in a track label. It shall be possible to display any text data

received from AMAN/DMAN at any field of track label based on adaptation

parameter. If AMAN or DMAN send advisories in the form of routes, CWP

shall display them.

 Label anti-overlap functions shall be compatible with [LABEL ANTI-

OVERLAP]

 CWP shall present air situation picture in a 3D space in accordance with

WGS-84 model of the Earth.

Controllers Working Position shall have the following capacity

 Number of System Tracks: 1200
 Number of Active SFPLs: 500

- 5 -

2.1.4 TSS

Traffic Simulation System shall have the following functionality:

 TSS shall simulate trajectories of the aircraft based on corresponding Flight

Plans organized in exercises.

 Aircraft dynamics shall be based on BADA performance model.
 It shall be possible to change flight level, the route or the dynamics of the

aircraft from the PLT working position.

 The following procedures shall be simulated:

– Flying along the route

– Parallel offset

– Orbit, Holding

– SID/STAR/Approach procedures

– Missed approach

– ILS approach

– PBN approach

 TSS shall simulate surveillance system and shall send corresponding plots to

the replica of an ATC system. (to SDPS)

 Plots for a surveillance system shall include:

– flights in enroute and approach area

– flights on the ground

 TSS shall simulate FPL messages and shall sent these messages to the replica

of an ATC system. (to FDPS)

 TSS shall simulate aircraft operational database(AODB) system and shall

send corresponding data to DMAN system.

 TSS shall send simulated time to the replica of an ATC system
 TSS shall replay the recorded data in the form of KARI format as well as

standard data formats such as ASTERIX and ICAO ATS message.

Traffic Simulation System shall have the following capacity

 Maximum number of simulated aircraft in one exercise: 500
 Number of Exercise: shall be limited by capacity of HDD, but not less than

1200

 Maximum number of simulated surveillance sensors: 30

- 6 -

2.1.5 PLT

Pseudo-Pilot Working Position shall provide the following control functions:

  Control Assigned Aircraft
  Change Aircraft Heading (with selectable rate of change)
  Change Aircraft Altitude (with selectable rate of change)
  Change Aircraft Ground Speed, Indicated Air Speed, Mach Number (with

selectable rate of change)

  Change SSR Code
  Squawk IDENT/Standby
  Simulate Complete or Intermittent Transponder Failure
  Execute ILS Approach
  Execute GLS Approach
  Execute Missed Approach Procedures
  Execute Conventional/RNAV SID/STAR
  Execute Holding Patterns(including orbits)
  Proceed toward a Navigational Fix
  Resume Own Navigation (to a fix)
  Remove Aircraft or Flight Plan
  Transfer or Accept Control of Flight to or from other Pseudo-Pilots
  Transmit Special Codes (e.g. A7500, A7600, A7700)

Pseudo-Pilot Working Position

shall have the following capacity

 Maximum number of simulated aircraft in one exercise: 500

2.1.6 DRS (+ DRS Client)

Digital Recording System shall have the following functionality:

 DRS shall record all digital information (surveillance plots, system tracks,

SFPLs, SNET, MONA and MTCD messages, messages from AMAN/DMAN)

transmitted in the internal LAN.

 DRS Client (installed on CWP) shall make screen capture of monitors (4

times per a second) and store them in a standard file format (*.avi or

compatible).

 It shall be possible to playback the recorded data based on the simulated time.

- 7 -

Digital Recording System shall have the following capacity

 DRS shall keep recorded data for 31 days.

2.1.7 HASW

High Availability Processing Software shall have the following functionality:

  HASW shall support triple redundancy (active – hot standby – hot standby).
  HASW shall be independent of applications.
  HASW shall be configurable using adaptation files.
  HASW shall have a functionality to display the current state of each

application.

 HASW shall have a functionality to start, stop and restart each application.

2.1.8 Others

 Interface and output data shall be configurable by users without source code

modification.

 Airport configuration and AIP information shall be configurable by users

without source code modification.

2.2 Description of Tasks

The contractor shall provide engineering services for the ATC subsystems whose

requirements are described in section 2.1. The followings are the services to be supplied

by the contractor.

2.2.1 Technical Data Transfer

 “Technical data” means software packages and technical documents to be supplied

by the contractor to KARI.

 Software packages shall include software executables, libraries, and adaptations.

The subsystems which the software packages are targeted are as follows.

– FDPS

– FDO

– CWP

– TSS

- 8 -

– PLT

– DRS

– HASW

 Technical documents for the system and/or each software shall include the

followings.

– System/Subsystem Specifications

– Interface Control Document(or Interface Requirement Specification)

– Adaptation File Descriptions

– Test Procedures and Reports

– User/Maintenance Manuals

 The technical data to be delivered shall be compatible or above the requirements

specified in section 2.1.

2.2.2 Training

 “Training” means the training service to be supplied by the contractor.
 The contractor shall supply a full training program which deals with all of the

technical data to be delivered by the contractor.

 The bidder shall establish a training program plan for the training courses to execute

the training for the trainees from KARI.

 The training program plan for each training course shall include the following

contents and shall be described in the SOW in the proposal.

– Training Purpose

– Detail Contents of Training

– Training Place

– Training Duration

– Trainer’s Career

– Training Aids

– Number of Trainees

2.2.3 Technical Support

 “Technical Support” means the services of contractor’s engineers to assist the

KARI’s engineers for the designated period in Korea or outside Korea.

- 9 -

 The technical supports that the contractor shall serve include, but are not limited to

the followings.

– Software adaptation for air traffic control environment of Korea

– Software installation and integration

– Software updates needed to integrate AMAN/DMAN of KARI

– Technical support via e-mail and telephone line during working hours

 For the whole period of the contract, the contractor shall provide technical support

via e-mail and telephone with no limit.

 KARI may visit contractor’s site for technical support and discussions at KARI’s

own expense and the contractor shall support the visits.

 The details of the technical support, such as number of technical assistants, man

hours, how and where to support and so on shall be proposed in the SOW in the

proposal by the bidder.

2.3 Deliverables and Schedule

 The deliverables and schedule are as follows.
 The deliverables should be delivered using online service such as web, FTP or e-

mail.

 The Year 1 and 2 in the table are defined as follows.

– Year 1: Contract – Feb. 28, 2017

– Year 2: Mar. 1, 2017 – Feb. 28, 2018

No. Deliverables/Activities Schedule

FDPS Software Package

Year 1

FDO Software Package

Year 1

CWP Software Package

Year 1

TSS Software Package

Year 1

PLT Software Package

Year 2*

DRS Software Package

Year 2*

HASW Software Package

Year 2*

Technical Documents for the System (ex. ICD)

Year 1

Technical Documents for FDPS, FDO, CWP, and TSS

Year 1

Technical Documents for PLT, DRS, and HASW

Year 2*

Training

Year 1 and 2

- 10 -

Technical Support

Year 1 and 2

* No. 4, 5, 6, and 10 shall be delivered “early” Year 2.

 The detail schedule for the deliverables shall be proposed by the bidder.

3. Referenced documents

Reference Document

[FDPD_AREA]

OPERATIONAL REQUIREMENTS FOR FLIGHT DATA

PROCESSINGAND DISTRIBUTION CORE FUNCTIONS

(AREA Control) // OPR.ET1.ST03.1000-ORD-01-00

[FDPD_APPROACH] Operational Requirements for Flight Data Processing and

Distribution Core Functions (Aerodrome and Approach Control) //

OPR.ET1.ST03.2000-ORD-01-00

[ICAO 4444 - 1]

Amendment No. 1 to [4444]

[ICAO 4444]

ICAO Doc 4444 Procedures for Air Navigation Services - Air

Traffic Management (PANS-ATM), fifteenth (15) edition.

[LABEL ANTI-

OVERLAP]

Requirements for the Implementation of Automatic and Manual

Label Anti-Overlap Functions. EEC Note No.21/00. Project

HRS/HSP 006 (Core Requirements for ATM Working Positions)

[MONA]

Operational Requirements Document for EATCHIP Phase III ATM

Added Functions Volume 1 - Monitoring Aids, EUROCONTROL

Document OPR.ET1.ST04.DEL01.1 Edition 2.0

[MTCD]

Operational Requirements Document for EATCHIP Phase III ATM

Added Functions Volume 5 - Medium Term Conflict Detection,

EUROCONTROL Document OPR.ET1.ST04.DEL01.5 Edition 2.0

[OLDI]

EUROCONTROL Specification for On-Line Data Interchange

(OLDI). EUROCONTROL-SPEC-0106. Edition 4.1. Edition date

16.01.2008.

[ORCAM]

Originating Region SSR Code Assignment Method (ORCAM)

Improvement Study. Edition 1.0. Edition date 30.09.2004.

[TP]

EUROCONTROL Specification for Trajectory Prediction//

EUROCONTROL-SPEC-0143

- 11 -

“End of Documents”