Microsoft Word - Schedule A - Form of Contract.doc

PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 13th December 2005

IDENT1 CONTRACT
BETWEEN
(1) THE POLICE INFORMATION TECHNOLOGY ORGANISATION
AND
(2) NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC.
Schedule A (Form of Contract)

Signature Version

Released under FOI in full on 13th December 2005

PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 13th December 2005

IDENT1 SCHEDULES
Schedule A
Form of Contract
Schedule B
Conditions of Contract
Schedule C
Definitions
Schedule D
Detailed Operational Requirements
Schedule E
Pricing
Schedule F
Service Level Requirements
Schedule G
Transition
Schedule H
Acceptance Procedures
Schedule I
Contract Management
Schedule J
Access and Inspection of Records
Schedule K
Security
Schedule L
Change Control Procedure
Schedule M
HR and TUPE
Schedule N
Exit Strategy
Schedule O
Documentation
Schedule P
Dispute Resolution Procedure
Schedule Q
Contractor’s Solution
Schedule R
Livescan and EIUs
Schedule S
Software, IPR and Third Party Contracts
Schedule T
Assets
Schedule U
Ordering Procedure
Schedule V
Authority’s Responsibilities
Schedule W
Parent Company Guarantee

Schedule A (Form of Contract)
i
Signature Version
Released under FOI in full on 13th December 2005

PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 13th December 2005

SCHEDULE A

FORM OF CONTRACT

This Contract is made the 30th day of November 2004 (“Effective Date”).
BETWEEN:
(1)
THE POLICE INFORMATION TECHNOLOGY ORGANISATION with offices at New
King’s Beam House, 22 Upper Ground, London SE1 9QY (“Authority”); and
(2)
NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. (US Federal Tax ID
Number:  95-2126773)  having  offices  at  2411  Duller  Corner  Park,  Suite  5201,  Herndon,
Virginia  20171-3430 USA (“Contractor”).
RECITALS
A.
The Authority wishes to enter into a contract with a suitably qualified third party provider to
develop,  support  and  maintain  a  range  of  identification  services  to  replace  and  enhance  the
current service for:
(i)
England  and  Wales  -  such  current  services  are  provided  by  the  Contractor  for
England  and  Wales  (under  an  existing  contract  between  the  Authority  and  the
Contractor)  and  these  services  are  known  as  the  National  Automated  Fingerprint
Identification  System  (“NAFIS”  or  “NAFIS  Services”),  and  such  NAFIS  Services
were  described  at  a  summary  level  of  detail  in the  “NAFIS  Review”  at  Annex  5  of
Part 4 of the ITT; and
(ii)
Scotland  –  such  current  services  are  provided  by  an  Incumbent  Supplier  and  these
services  are  know  as  the  Scottish  Automated  Fingerprint  Recognition  (“SAFR”  or
“SAFR Services”), and such SAFR Services are were described at a summary level
of detail in the “SAFR Review” at Annex 6 of Part 4 of the ITT.
B.
In November 2002, the Authority published a notice in the Official Journal of the European
Communities  (“OJEC  Notice”)  in  relation  to  the  tender  of  its  requirements  for  services
relating  to  the  fingerprint  system  technology  for  England,  Wales  and  Scotland,  including
Optional Services, Livescan Services, and EIU Services.
C.
In February 2003, the Authority issued a high level questionnaire to respondents to the OJEC
Notice and subsequently evaluated responses to received from those respondents.  Based upon
that  evaluation,  the  Authority  selected  certain  suppliers  to  which  it  issued  the  ITT  in
September 2003.
D.
The Contractor submitted its response to the ITT during December 2003 (“ITT Response”),
and after evaluation of its ITT Response, the Authority selected the Contractor as one of two
bidders  to  participate  in  the  negotiation  and  assurance  phase  of  the  tender  process
(“Assurance Phase”).
E.
At  the  end  of  the  Assurance  Phase,  the  Contractor  submitted  its  best  and  final  offer  in
response to the ITT on 24 September 2004 (“BAFO”).   On 22 October 2004, the Authority
announced  that  it  had  selected  the  Contractor  as  its  preferred  supplier  for  the  provision  of
services relating to fingerprint system technology for England, Wales and Scotland.
Schedule A (Form of Contract)
1
Signature Version
Released under FOI in full on 13th December 2005

PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 13th December 2005

F.
On the basis of the BAFO, and related discussions, the Parties have agreed the terms in the
Contract for the provision and receipt of various services.
In  consideration  of,  amongst  other  things,  the  mutual  promises  and  covenants  set  out  herein  the
PARTIES HEREBY AGREE as follows:
OBJECTIVES
The Contractor acknowledges that the following specific goals and objectives (“Objectives”) are the
goals and objectives of the Contract:
A.
to deploy a world class IDENT1 solution that will be used by all Police Forces in England,
Wales and Scotland;
B.
to  receive  market  competitive,  transparent,  usage  based,  and  predictable  pricing  over  the
Term of the Contract;
C.
to  reduce  the  fixed  costs  of  the  Authority  and  the  police  forces  in  England,  Wales  and
Scotland;
D.
for the Contract to be service orientated and performance driven;
E.
to continuously improve the performance of the services to meet the Authority’s requirements
and provide a flexible source of supply that delivers value for money;
F.
to provide an IDENT1 environment that meets all of the Authority’s relevant security and risk
policies while minimising operational and security complexity; and
G.
to receive a high quality solution that is scalable and sufficiently flexible to adopt to, and take
advantage of, new technologies available in the future; and to ensure the provision of services
to agreed service levels for agreed and defined charges.
The Objectives above are intended to be a general introduction to the Contract and are not intended to
expand upon the scope of the Parties’ obligations under the Contract or to alter the plain meaning of
the Terms and Conditions.
TERMS AND CONDITIONS AND DEFINITIONS
The terms and conditions and the definitions set out in the attached Schedules, Annexes, Appendices,
and  Attachments,  as  applicable,  are  incorporated  herein  and  the  Services  shall  be  provided  by  the
Contractor to the Authority and the Police Forces in accordance with such terms and conditions.
Schedule A (Form of Contract)
2
Signature Version
Released under FOI in full on 13th December 2005

PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 13th December 2005

IN WITNESS WHEREOF the Parties hereto have caused the Contract to be duly executed by their
duly  authorised  representatives  and  in  accordance  with  the  requirements  of  respective  constitutions
the day and year first above written.

SIGNED  FOR  and  on  behalf  of  THE  POLICE  INFORMATION  TECHNOLOGY
ORGANISATION:

By:____________________________________________
Name:  Mark Keene
Position:  Commercial Director
The Police Information Technology Organisation

SIGNED  FOR  and  on  behalf  of  the  NORTHROP  GRUMMAN  INFORMATION
TECHNOLOGY, INC:

By:____________________________________________
Name:  Douglas R. Hoffman
Position:  Senior Director, Contracts & Pricing
Northrop Grumman Commercial Information Services, Inc.
Northrop Grumman Information Technology, Inc.
Schedule A (Form of Contract)
3
Signature Version
Released under FOI in full on 13th December 2005