Special Conditions of Tender. GMES Sentinel-1 Phases B2, C and D

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1 Page 1 of 25 Special Conditions of Tender GMES Sentinel-1 Phases B2, C and D Appendix 3 to Invitation to Tender

2 Page 2 of 25 TABLE OF CONTENTS 1 Introduction Formal conditions, Commitments, undertakings Validity Period of Tender Right to Audit Retention of Tenders No Reimbursement of Tender Expenses No Commitment by the SES Prime Submission of Tender Fairness of Competition Compliance with Tender Requirements and Contract Conditions Tender delivery conditions Structure of the Tender Language Presentation Standards Paper Electronic Physical Delivery Length of Tender Documents CONTENTS OF TENDER Cover Letter Volume Technical Proposal Volume General Proposed Design Proposed Assembly, Integration and Verification Programme Discussion of SES Prime Undertaking Proposed Product Assurance Plan Options Cost Reduction Option Technical and programmatic compliance MANAGEMENT PROPOSAL VOLUME General Industrial Consortium Industrial Organisation, Roles, Responsibilities and Personnel Management Approach Risk Management Work Breakdown Structure/Work Package Descriptions Planning and Schedule Data Test Facility Provision Options Meeting Plan Parts Procurement FINANCIAL AND CONTRACTUAL PROPOSAL VOLUME Presentation of the Price Proposal...17

3 Page 3 of Price Price Variation Formulae Milestone Payment Plan (MPPs) Contractual Aspects EXCEPTIONS AND NON-COMPLIANCE VOLUME General Contractual Aspects Technical Aspects Update of Proposal Information...23 ANNEX A EVALUATION CRITERIA...24 ANNEX B ACKNOWLEDGEMENT OF RECEIPT...25

4 Page 4 of 25 1 Introduction For the purpose of this Invitation to Tender (ITT), ESA s General Conditions of Tender for ESA Contracts issue 1 dated 25 May 1984, referred to as the General Conditions of Tender shall apply as specified, amended or supplemented by these Special Tender Conditions. In the event of conflict between the General and the Special Conditions, the Special Conditions (including the cover letter to this ITT) shall prevail. ESA has recently awarded a contract to Thales Alenia Space Italia (TASI) for Sentinel-1 (herein known as Sentinel-1 Satellite Prime ). The Core Team comprises of Astrium GmbH for Instrument Prime and Astrium Ltd for SES Prime. Bidders should therefore be informed that the contract for executing the work will be placed by the Astrium Limited. 2 Formal conditions, Commitments, undertakings 2.1 Validity Period of Tender The tender shall specifically state to remain valid for 9 months. 2.2 Right to Audit The SES Prime and/or Sentinel-1 Satellite Prime and/or ESA will be entitled, after receipt of the tender and during its validity period, to request the Bidder to provide evidence of any element of his quotation and may call for additional detailed information irrespective of the type of price proposed. ESA reserves the right to audit the quoted prices. 2.3 Retention of Tenders Any document submitted in reply to the ITT shall become the property of the SES Prime and/or Sentinel-1 Satellite Prime and ESA, who will use proprietary information solely for the purpose of the evaluation of the tender. Documentation and information incorporated in the subsequent contract will be governed by the relevant provisions thereof. 2.4 No Reimbursement of Tender Expenses Expenses incurred in the preparation and dispatch of the Tender will not be reimbursed.

5 Page 5 of No Commitment by the SES Prime The ITT does not bind the SES Prime in any way to place a contract, and the SES Prime reserves the right to place a contract for the whole or only part of the activities covered by the ITT. 2.6 Submission of Tender The Bidder shall complete and return the attached Acknowledgement of Receipt (see Annex B hereto) in accordance with the ESA General Conditions of Tender. Tenders shall reach the SES Prime and ESA no later than the date and time stipulated in the cover letter. 2.7 Fairness of Competition ESA, the Sentinel-1 Satellite Prime, the Instrument Prime and the SES Prime place great emphasis on fairness of competition between all industrial organisations at all levels. Furthermore, in the tender the Bidder shall expressly certify that: The prices in the tender have been arrived at independently without consultation, communication or agreement for the purpose of restricting competition as to any matter relating to such prices with any other Bidder or competitor; Unless otherwise required by law, the prices quoted in the tender have not knowingly been disclosed by the Bidder and will not knowingly be disclosed, directly, or indirectly, to any other Bidder or competitor until he has been informed of the result of the evaluation; No attempt has been made or will be made by the Bidder to induce any other Bidder or competitor to submit or abstain from submitting a tender for the purpose of restricting competition. 2.8 Compliance with Tender Requirements and Contract Conditions The Bidder shall explicitly state that the requirements of the specifications and/or Statement of Work will be met. Any reservation must be clearly identified in a separate chapter of the tender, with appropriate reference to the requirement concerned. A Draft Contract is part of this Invitation to Tender and shall be the basis of any resulting contract. The Bidder shall state their explicit acceptance of the Draft Contract in their Proposal. If the Bidder cannot state explicit acceptance of all aspects of the Draft Contract, they shall outline any proposed amendments to the draft contract. These amendments shall be drafted in the contractual aspect section of Volume 3 and shall offer in precise

6 Page 6 of 25 contractual language an alternative to the specific corresponding provision in the draft contract contained in this ITT. These will be considered for information only by the SES Prime. The specific attention of the Bidder is explicitly drawn to the fact that should any proposed amendment impact the substance and nature of the corresponding provision, this will have a direct effect on the evaluation of the Tender. 3 Tender delivery conditions 3.1 Structure of the Tender The Bidder shall present all the information required in the form specified hereafter: Volume 0 Volume 1 Volume 2 Volume 3 Volume 4 Cover letter Technical Proposal Management Proposal Financial and Contractual Proposal Exceptions and Non-compliance Proposal Annexes relevant to each part of the proposal shall be included in the related volume. The precise content of each of these parts is defined in section 4 hereafter. The tender shall be complete, self explanatory and fully integrated. Proposals and the corresponding ITT/RFQ issued for their selection from selected Sub-contractors will be included and grouped as appendices to the tender itself and for information only. Volume 0 and Volume 3 (both paper copies and CD ROM) should be packaged in a sealed envelope and identified separately from the rest of the bid documents. 3.2 Language The tender should be in the English language. 3.3 Presentation Standards Paper Paper documents shall be presented in A4 format. Diagrams, tables and charts may be presented either in A4 format or larger, but must be unfoldable only in page turning direction and in such a way as to not tear. Only faithful reproduction processes should be used. All diagrams, charts and tables shall be integrated into the tender documentation and not supplied in loose sheets, and they shall be self explanatory.

7 Page 7 of 25 A binding system shall be used which is not self closing, so that a document may be left open without support (e.g. loose-leaf ring binders). Detailed drawings which cannot be sufficiently reduced in size and still remain legible may be provided as loose sheets or incorporated into plastic envelopes. Adequate space shall be left for binding so that information is not masked Electronic The complete proposal shall be submitted in parallel as paper in an electronic format on CD ROM. All documents on the CD ROM should be in PDF format without security restrictions enabled. With possible exceptions of some drawings, the PDF format shall not be derived from a scanned paper copy, but from an original source file. All documents have to enable text selection function and contain chapters bookmarks. All files shall be checked on functionality and correctness prior to delivery. For each electronically created document, a set of keywords shall be provided for easy reading and reference. The directory structure on the CD ROM shall be readable by both the PC and Macintosh environments. Each CD ROM shall contain a hyperlink table describing the tree structure of the documentation on the CD ROM clearly identifying all available files with the appropriate filenames Physical Delivery The Bidder shall submit: i. Two (2) paper copies of the entire proposal, including Sub-contractor proposals, in parallel to each specified delivery address ii. Three (3) CD-ROMs of the entire proposal, including Sub-contractor proposals, in parallel to each specified delivery address 3.4 Length of Tender Documents The Tender should be precise and concise, bearing in mind that its quality will not be increased by the unnecessary length or by needlessly detailed descriptions.

8 Page 8 of 25 No emphasis needs to be placed on detailing the history and generic experience of companies if this is well known to the SES Prime, Instrument Prime, Sentinel-1 Satellite Prime and ESA. Detailed explanation must, however, be given to the principle features, advantages and programmatic and financial risks of the proposed solutions. 4 CONTENTS OF TENDER 4.1 Cover Letter Volume 0 In addition to the information required in section B. 10b) of the General Tender Conditions of Tender, the cover letter duly signed by an authorised person, shall contain the following: The names, telefax, telephone numbers and addresses of the persons who will be responsible for the technical and contractual management of any resulting contract and will be nominated as such in the contract; The name, address, telefax and telephone number of the Bidder s technical and contractual person to whom any communication relating to the tender should be addressed; The name, ESA Bidder Code and ESA Supplier Code, address, telefax, telephone numbers and a contact person of each Sub-contractor proposed (provided as an Annex to the cover letter). With respect to the Bidder s or any Sub-contractor proposed ESA Bidder Code and ESA Supplier Code, please verify that the contact details associated to these codes are still valid and have not changed. To obtain these codes Primes and Sub-contractors that have not worked with ESA before need to register via the URL address below: The validity period compliant with the ITT requirements; The compliance statement to the tender requirements and the contract conditions; The cover letter should furthermore include: An overview of the contents and layout of the Tender. Major critical areas perceived

9 Page 9 of Technical Proposal Volume General The Bidder shall submit a Technical Proposal which shall describe the technical approach proposed by the Bidder in meeting the Technical and Programmatic requirements and the Statement of Work for the various phases as detailed in the ITT. In his proposal, the Bidder shall demonstrate his understanding of the ITT requirements. The Bidder shall show clearly that he has identified and understood the problem areas, discuss the resolution of such problems and identify the trade-offs to be performed. The technical proposal shall provide a complete description of the SES Equipment/Module technical baseline, with its associated product tree, and development plans. In his proposal, the Bidder shall identify if necessary tasks that are not listed or covered in the Statement of Work and he shall indicate who shall be responsible for and carry out those tasks. The Bidder shall furthermore identify all the critical and/or conflicting requirements, interfaces and resources in the ITT specifications. This shall include all aspects having high risk, cost and schedule impact, together with the most satisfactory or alternative solutions proposed to overcome these problems. The Technical Proposal shall contain initial issues of the KO technical documents as defined by the Document Requirements List (DRL) in section 14 of Appendix 1 Statement of Work. The Technical Proposal shall be delivered as Volume 2 of the overall proposal and shall cover the following: Part 1: Proposed design Part 2 : Proposed Assembly, Integration and Verification Programme including proposed Model & Spare Philosophy Part 3: Discussion of Agency undertakings Part 4: Proposed Product Assurance Plan Part 5: Outline Work Content of support to post delivery and/or Phase E1, including In-Orbit Verification Proposed Design The Bidder shall provide in his proposal sufficient detail and evidence, so that the SES Prime, Instrument Prime, Sentinel-1 Satellite Prime and ESA can assess if the Bidder can meet the system requirements with his proposed design. Part 1 shall contain, as a minimum, the following information:

10 Page 10 of 25 Discussion of the system requirements and how they may impact on the design; Equipment/Module level options and trade-offs. Discuss criticality and potential for re-use of existing equipment and designs; Description of the proposed design including its design budgets. Identification of design margins and contingencies and proposed procedure for utilising these margins during project execution; Identification of the level of maturity of the proposed technology, to be conducted at equipment level; Identification of early risk retirement and breadboarding activities to be initiated together with a discussion of the risk retirement program content and schedule. Description of the proposed approach to the development of on-board software with identification of specific measures to avoid that it becomes a critical schedule driver; in particular, a preliminary identification of reusable software if any shall be provided; Provision of an initial version of the SES Equipment/Module Design Description; Proposed Documentation Tree; Identification of any cost or schedule driving requirements and proposals for their alleviation; Proposed Assembly, Integration and Verification Programme The Bidder shall provide in his proposal sufficient detail and evidence, so that the SES Prime, Instrument Prime, Sentinel-1 Satellite Prime and ESA can assess if the Bidder can meet the system requirements with his proposed AIV approach. Part 2 shall contain, as a minimum, the following information: Discussion of the AIV requirements; Discussion and proposal of model and spare philosophy; Design and Development Approach, including high-level plan and schedule; Hardware/Software matrix, identifying the planned usage reflecting the baseline programme content and model philosophy, clearly identifying re-usage from other programs; Discussion of the contingencies and flexibility in the AIV programme schedule; Discussion of the envisaged on-ground system validation activities; Discussion of the Software Development and Verification Environment (SDVE); Discussion of the Ground Support Equipment; Discussion of the SES Equipment/Module Simulator, including its usage as an integral part of the verification process Discussion of SES Prime Undertaking The Bidder shall discuss in this part the undertakings of the SES Prime as stated in the Draft Contract and Statement of Work.

11 Page 11 of Proposed Product Assurance Plan The Bidder shall describe and explain his product assurance approach in order to discuss the Product Assurance (hereinafter also referred to as PA ) requirements and describe how these requirements will be met. The Contractor Product Assurance Plan covering Phases C/D shall be submitted as part of Volume 2. A description shall be give on how the PA requirements will be implemented at lower level. The Bidder shall provide a clear description and justification on his parts procurement scheme and discuss how the responsibility for parts procurement lies with the user. The Bidder shall describe the redundancy concepts incorporated in the designs and provide a preliminary reliability and availability assessment. The Bidder shall provide a clear description of the proposed PA approach to re-use of H/W and S/W Options The Bidder shall propose the options below. Each option proposed shall also be documented in the Technical, Management, Financial and Exceptions volumes under sections related to such options. The Bidder shall include in his financial proposal the prices of all identified options at the same level of detail as the baseline proposal Outline work content of support to post delivery and/or Phase E1 The Bidder shall indicate in his proposal the work that he anticipates will be required in order to support post delivery activities, including pre-launch integration at higher levels and Phase E1. The Bidder shall present descriptions of the work according to the main headings of his proposed WBS, for himself and for each of his envisaged Subcontractors separately Second Sentinel-1 Spacecraft The Contractor shall include a binding offer for a second, identical, SES Equipment/Module. The Contractor shall aim at minimizing the cost of the recurrent SES Equipment/Module. The technical capabilities and performance of the second SES Equipment/Module shall be identical to the first. It shall be assumed that the Agency will decide whether or not to exercise this option concurrently with the Phase D authorisation to proceed for the first nominal Sentinel-1 spacecraft. In order to prepare the proposal for the option related to the recurrent SES Equipment/Module, the Bidder shall consider the following In the event of a defect occurring on the first nominal spacecraft in-orbit during its nominal operating life:

12 Page 12 of 25 Upon notification by the SES Prime of such occurrence, the Contractor shall, at his own cost, analyse possible remedial actions for the not-yet-launched Sentinel-1 SES Equipment/Module, as well as any ground-segment based solutions, and shall make a recommendation for consideration and decision by the Agency. The Agency shall be free to select any solution, or combination of solutions, which it considers necessary to expediently remedy the defect and prevent its reoccurrence. The Contractor shall be responsible for implementing, at his own cost, any necessary remedial action One year extended warranty The Bidder shall include price for 12 months extended warranty Cost Reduction Option If the bidder is of the opinion that the target price cannot be respected while abiding by all the Astrium Limited requirements, he shall do as follows: Submit a baseline proposal, which shall be a compliant proposal meeting the baseline requirements. This proposal shall be submitted abiding by the Special Conditions of Tender and there shall be no exceptions raised in conjunction with this proposal, except for the non conformance with the target budget. Propose binding low cost options to which the bidder will arrive at by following a rigorous design-to-cost approach, while still observing the basic objectives of the procurement as defined in the present Invitation to Tender. The bidder shall identify any noncompliances (technical, performance, work content etc. ) required in order to stay within the budget while respecting the overall objectives of the present procurement Technical and programmatic compliance The Bidder shall provide a baseline proposal which is fully compliant with the baseline Technical and Programmatic requirements and the Statement of Work Tables of Compliance to Technical Requirements To be inserted in Volume 4 of the Proposal. 4.3 MANAGEMENT PROPOSAL VOLUME General The Bidder shall deliver a Management Proposal which shall be based on the Management Requirements and Tasks (Annex C of Appendix 1).

13 Page 13 of 25 The Management proposal shall contain initial issues of the KO Management documents as defined in the Document Requirements List (DRL). The Management Proposal shall be delivered as Volume 2 of the overall proposal Industrial Consortium The Bidder shall submit a consolidated proposal committing to the complete scope of the work covered by the present ITT. The Bidder shall ensure the fairness of the sub-contractors selection. In accordance with Clause 25.4 of the General Clauses and Conditions for ESA Contracts, the provisions of the Sub-contracts shall secure to the Agency any rights provided for it under the terms of the draft Contract, being understood that such translation shall be proportional to the level of participation and responsibility of the Subcontractor within the overall consortium. If the Bidder fails to obtain suitable commitments from selected Sub-contractors they shall undertake the commitment for price, schedule and technical performance in place of the Sub-contractor. The Bidder shall give reasonable time to the Sub-contractors to prepare their proposal. The Sub-contractors offers and the corresponding RFQ documents issued for their selection shall be annexed to the Bidder s offer for information only Industrial Organisation, Roles, Responsibilities and Personnel The Management Proposal shall contain a chart showing all companies proposed to participate in the Bidder s consortium. This shall be limited to the Sub-contractors selected at the time of the submission of the offer for the issue to be included within the proposal. The Bidder shall show the hierarchical responsibilities within his proposed consortium and the interfaces with the SES Prime. The chart shall show the main tasks of the companies and the level at which they are involved as part of Project Organisation Breakdown Structure. The Bidder shall propose an optimised management organisation and industrial structure in order to maximise project efficiency with a minimum of contractual and management layers. This volume shall contain an initial version of the Contract Structure which shall represent the Contractual hierarchy of the project including all sub-contractors showing their relationship. The Bidder shall nominate and provide brief Curricula Vitae of the key personnel (as defined in the draft Contract) of each company.

14 Page 14 of 25 The associated time allocation, project commitment and job description for each of the key personnel shall be clearly stated. Detailed company history, experience, etc is not required unless a new company is to be introduced in any Phase of the contract Management Approach The Bidder shall demonstrate how he intends to manage the activities, within his available resources, whilst meeting the programmatic constraints of schedule, finance and industrial policy. As evidence of his ability to standardise procedures the Bidder shall deliver single versions of the plans, which are applicable to, and endorsed by, all the consortium members Risk Management The Bidder shall propose a Risk Management plan in compliance with the Management Requirements provided with this ITT which shall be subject to further elaboration and agreement after contract award. This Plan shall be accompanied by the Bidder s first iteration of the Risk Register identifying the main risks that threaten the successful completion of the Implementation Phase, in particular where it affects the mass, the technology readiness, the development schedule and the cost. The Bidder shall propose a summary of his risk mitigation actions. No involvement of the SES Prime and/or Instrument Prime and/or Sentinel-1 Satellite Prime and/or ESA shall be assumed in such mitigation actions. In addition and as a separate part from the risk assessment and the identification of the corresponding mitigation actions referred to above, the Bidder may, for risks related to the procurement of those equipments for which the Contractor proposes to re-use equipments originally containing EEE parts subject to US ITAR regulations, state whether he is of the opinion that the Agency can play an active role in the mitigation of said risks. Where relevant, the Bidder shall make a proposal with respect to the form and extent of the Agency s contribution to possible means of mitigation Work Breakdown Structure/Work Package Descriptions The Bidder shall include in his Management Proposal an integrated WBS. This WBS shall be structured such that it is based on the proposed Product Tree, but extended to include all appropriate development models and the support functions necessary to produce the deliverables items. For each item of the WBS the Bidder shall deliver a corresponding Work Package Description using the Agency standard form PSS-A20, the contents of which shall form the basis for the cost development of his proposal. The Contractor may limit the WBS/WPD level to higher levels if the task/activity at WBS level is insignificant or values are less than 20 KEURO.

15 Page 15 of 25 The WBS/WPD shall be broken down into elements of a value not exceeding 200 KEURO for any workpackage dedicated to hardware and software including their related analyses. With due regard to the requirements expressed in Appendix 1 to the ITT, the Bidder shall identify, where applicable, additions to be made to the Deliverable Items List (DIL) and to the Document Requirement List (DRL), encompassing documentation and other deliverable items, down to equipment level, enhanced by specific delivery dates where appropriate. These dates shall be compatible with the planning data defined below. In addition to the delivery dates specified in the DRL, the Bidder shall propose intermediate deliveries for key documents as appropriate Planning and Schedule Data The Bidder shall submit his planning proposal in accordance with the requirements of Annex A of Appendix 1 to the ITT. The proposed baseline Master Schedule shall be presented and shall consist of networks and bar charts, as follows : Project Summary Bar chart (Level 1) Summary Bar charts (Level 2) Master Control Bar charts (Level 3) Detailed AIV Bar charts (Level 1,2,3) In addition to the above Master Schedule bar charts, the planning section of the Bidder s proposal shall include : description of the envisaged planning system, including time and resource allocation; project calendars used and statement of nominal working days; planning constraints, assumptions (incl. model philosophy), etc; contingency strategy; schedule critical path(s) analysis; identification of risk areas, with proposed work around solutions (Critical Items Analysis) milestone list(s) The Bidder shall highlight those areas, which he considers, from a schedule point of view, are critical and have or are likely to have an impact on project completion. As a minimum the following information is required for each critical area: Description Reason for criticality and impact on the project schedule Possible alternative solutions Bar charts

16 Page 16 of 25 The information provided in the planning proposal shall be of such level of quality as to permit utilisation of the information for the purpose of the work under the Implementation Phase. Estimated procurement times for long lead items and latest need and ordering dates shall be identified in the proposal and, as necessary, procurement shall be prepared to start early in the implementation phase as necessary. The planning and schedule data provided by the Sub-contractors shall be annexed to this Volume for information Test Facility Provision The Bidder will be responsible for identifying the test facilities for the SES Equipment/Module programme, for their procurement and for managing the related contract(s). The selected Contractor shall be managerially and contractually responsible for all testing co-ordination. No testing facilities will be provided as an Astrium Limited Undertaking. The Bidder shall supply the following information: Identification of proposed/selected facilities; The cost for the use (and/or developing/building) of these facilities shall be included in the price quoted; Verification of compatibility of test requirements with facility capabilities; Availability of facility (compatible with the SES programme); Identification of possible back-up facilities. Any modifications to existing facilities are also to be described Options The Bidder shall identify in this volume any impact that the options proposed may have on the Management and Implementation of the project or, where necessary, a separate part of this volume shall be dedicated to them featuring the same level of detail as the baseline proposal Meeting Plan The Bidder shall include in this volume of his proposal a consolidated meetings plan allowing clear traceability to the cost information data Parts Procurement It shall be assumed by the Bidder that they shall be wholly responsible for any Parts procurement and that the baseline to be assumed is self procurement by the Bidder. Should the Bidder believe that a benefit to the proposal can be derived by deviating from this assumption this shall be identified in the Bidders proposal under Options.

17 Page 17 of 25 The Bidder shall justify the scheme he proposes in terms of cost as well as schedule aspects and favouring European sources. 4.4 FINANCIAL AND CONTRACTUAL PROPOSAL VOLUME Presentation of the Price Proposal The Bidder s proposal, including the commitment of their proposed subcontractors, shall quote a binding Firm Fixed Price and Fixed Price with variation in Euro. The price shall be broken down as follows: Phase B2 Phase C Phase D FFP and FP FFP, with Long Lead Items procurement itemised separately FFP and FP The Bidder shall provide the following general information: Pricing assumptions, conversion rate, exclusions and special pricing & funding constraints/requirements as well as cost critical areas; Statement of working hours and statement of productive man-hours/year Price Bidders are instructed to quote a Fixed Price (FP) with price variation, based on current economic conditions (as defined in the General Clauses and Conditions for ESA contracts Annex 1 Part 1, Clause 2.2) and a Firm Fixed Price. The FFP and FP shall be quoted and binding in EURO.. The following information shall be provided: Price details PSSA1 PSSA2 PSSA2 PSSA8 PSSA10 PSSA15 Travel & subsistence plan Comments Per company Total Per company At work package level Per company Per company Per company Cost forms shall be made to clearly identify cost of each phase separately (B2, C and D) for each proposed option and the total programme. For the purpose of completing the PSS forms, the Bidder shall apply the following principles:

18 Page 18 of 25 Profit shall not exceed 8% of the base cost; The price for options, if any, shall be provided to the same level as the baseline and shall be quoted separately with separate PSS forms; No special measures are required for bidders in countries where Euro currently is the official currency; Bidders in countries where Euro is not the official currency are free to use any exchange rate so long as such exchange rate is an official one (e.g. Financial Times Cross Rates Table) and the source of this rate be indicated in the proposal, for information only. The SES Prime will not accept to enter into negotiations aimed at adjusting the binding quoted price as a result of national currency fluctuations (for companies outside of the Euro zone) Use of ECOS In the event that the Bidder is able to support the use of the ESA costing software ECOS, then the Bidder is invited to prepare the complete financial proposal, including the options proposed, with ECOS, although this is not a requirement of this ITT Price Variation Formulae This section applies in the case of Fixed Price (FP) proposal, only. A suitable price variation formula shall be proposed for negotiation. Price variation adjustments of fixed prices to take account of changed economic conditions shall be made by applying the relevant price variation provisions contained in Appendix 1 of the draft contract. The financial basis for variations shall be nominal amount of the milestone payment. When claiming price variation, the amount of escalation shall be invoiced in two steps. Firstly, on a provisional basis at the time at the time of the corresponding milestone payment becoming due and secondly, when submitting the final invoice. The final calculation shall be derived after completion of the last payment milestone and on availability of final indices, as specified in Appendix 1 of the draft Contract. The provisional claims shall be calculated by using the yearly inflation rates as contractually agreed per country and shown in Appendix 1 of the draft Contract. The yearly inflation rate may be revised in cases of major deviations against the Pre-defined Provisional Yearly Escalation Rates per Country, upon request by the SES Prime or by the Contractor. After completion of the last payment milestone of the relevant milestone payment plan and upon availability of the published final index values for the last milestone, the Contractor shall submit its final recapitulative invoice or credit note for the price variation corresponding to all milestones of that milestone payment plan with the supporting evidence and showing any credits or debits. The supporting evidence may be submitted sperately to the invoices. Exceptionally the SES

19 Page 19 of 25 Prime may agree that the above mentioned final recapitulation invoice or credit note be submitted earlier. The final price variation shall be calculated using the contractually agreed price variation formula. When claiming price variation, the invoice documents shall include sufficient evidence of correct application of the price variation formulae. If the Contractor and/or any of the Sub-contractors is late in meeting the nominal date agreed for achievement of a milestone, the price variation shall apply to the nominal and not to the actual achievement date of the milestone Milestone Payment Plan (MPP) The Tenderer is invited to propose an appropriate Milestone Payment Plan. In accordance with the General Conditions of Tender for ESA Contracts progress payments shall be linked to the completion of well defined milestones (work packages, tasks, phases, etc.) Proposed advance and progress payments may not exceed the limits stated in Clause 20.2 of the General Clauses and Conditions for ESA Contracts, and shall be subject to negotiation. Any proposal shall be coherent with the requirements of Annex 5(2) para 6 to the General Conditions of Tender and with the costing forms (Annex 5(3)) required to be completed by the Special Conditions of Tender. For the avoidance of doubt all Milestone Payment Plans are subject to final ESA approval Contractual Aspects General A Draft Contract is part of this Invitation to Tender and shall be the basis of any resulting contract. The Bidder shall state their explicit acceptance of the Draft Contract in their Proposal. If the Bidder cannot state explicit acceptance of all aspects of the Draft Contract, they shall outline any proposed amendments to the draft contract. These amendments shall be drafted in the contractual aspect section of Volume 3 and shall offer in precise contractual language an alternative to the specific corresponding provision in the draft contract contained in this ITT. These will be considered for information only by the SES Prime. The specific attention of the Bidder is explicitly drawn to the fact that should any proposed amendment impact the substance and nature of the corresponding provision, this will have a direct effect on the evaluation of the Tender.

20 Page 20 of Intellectual Property Rights of the Bidder Intellectual Property Rights Due to the fact that the activity covered by the present ITT is carried out in the frame of the GMES Initiative/Programme undertaken jointly by the European Community and ESA, specific rules regarding Intellectual Property Rights have been foreseen which are implemented in the Draft Contract part of this ITT Third Party commitments The Bidder shall indicate if he has entered into any arrangements or licence agreements as to intellectual property rights concerning the subject of the ITT, either as part of a general arrangement or with specific reference to the ITT. A copy of the document recording the commitment, or an appropriate part thereof, shall be submitted with the tender. If such arrangement or agreement could result in costs to be borne in the contract these must be separately identified Reservations and Restrictions If as a result of: A commitment with a third party as to intellectual property rights, or An existing intellectual property right of the Bidder, or A claim by the Bidder that intellectual property rights will be generated under the contract which are not paid for, or Any other reason If the Bidder wishes to make restriction on the rights of distribution and use, as foreseen and defined in Part II of the General Clauses and Conditions for ESA Contracts, of any data, including documentation, related to the work under the contract, such proposed restriction must be clearly defined and justified in the offer. In accordance with it will be taken into account in the evaluation and if contrary to the stated objections of the ITT, may render the tender unacceptable. No reservation will be accepted made subsequent to the closing date of the ITT Background Intellectual Property Rights The use of pre-existing Background Intellectual Property Rights for the work tendered for, with a restriction on its subsequent distribution to third parties, must be clearly specified in the offer, so that in accordance with it can be assessed whether such restrictions vitiate the purpose of the contract, or whether the claim to own the background data is valid.

21 Page 21 of Licenses and/or Royalties If the Bidder has included any charges for licences and/or royalties in his proposal, including any exportation licence, these shall be clearly identified. Any such charges not identified in the tender will subsequently not be accepted by the SES Prime Export Control The Bidder is obliged to use European Source for all procurements as identified in the PA requirements doc ref: (S1-RS-TASI-PA-0059) and supply assurance of necessary authorizations. In the event that a European source is not available then the Bidder must supply justification for this deviation along with their compliance with all export control requirements and assurance that all necessary authorizations have been obtained. The bidder shall supply the completed export control form supplied as Appendix 7 to the draft contract as part of their proposal. 4.5 EXCEPTIONS AND NON-COMPLIANCE VOLUME General The baseline proposal shall be compliant with the requirements; exceptions identified elsewhere in the text of the proposal in particular Volume 1 and in Volume 2 shall be also separately contained in Volume 4 of the proposal. The Bidder shall provide in this Volume, and in this Volume only, detailed tables of compliance with the requirements. The requirements shall be interpreted by the Bidder as Appendix 1 of the Cover letter, including all annexes. The Bidder shall furthermore provide a table of compliances to the Draft Contract. Statement of Partial Compliance are not permitted and will be considered as Non- Compliance in the evaluation process. For any non-compliance not explicitly identified as such in the detailed tables of compliance. SES Prime, Instrument Prime, Sentinel-1 Satellite Prime and ESA shall be entitled to retain the statement of compliance and to disregard the comment/deviation. A detailed table of compliance to all numbered paragraphs of Appendix 1 (SOW itself) is required. A detailed table of compliance to each numbered requirement of the Applicable Documents AD02, AD03,AD04, AD05, AD06, AD07 and AD08 and Annexes A, B, C and D is required.

22 Page 22 of 25 It is understood that reference to a numbered paragraph or requirement include reference to the Applicable documents and/or standard documents referred to therein. The Bidder shall clearly and explicitly state that Volume 4 contains ALL the exceptions to the ITT, and that any apparent non-compliance elsewhere in the proposal are editorial errors Contractual Aspects A Draft Contract is part of this Invitation to Tender and shall be the basis of any resulting contract. The Bidder shall state their explicit acceptance of the Draft Contract in their Proposal. If the Bidder cannot state explicit acceptance of all aspects of the Draft Contract, they shall outline any proposed amendments to the draft contract. These amendments shall be drafted in the contractual aspect section of Volume 3 and shall offer in precise contractual language an alternative to the specific corresponding provision in the draft contract contained in this ITT. These will be considered for information only by the SES Prime. The specific attention of the Bidder is explicitly drawn to the fact that should any proposed amendment impact the substance and nature of the corresponding provision, this will have a direct effect on the evaluation of the Tender Technical Aspects In case the Bidder proposes exceptions or non-conformances to the technical requirements (Appendix 1 to the ITT including annexes), they shall indicate the following: the ITT requirement being challenged; the technical consequence of the proposed exception, including at least the effect on resource budgets (mass, power, etc), external and internal interfaces as well as the effect on the fulfilment of the mission performance requirements; the planning consequence, including at least the effect on identified milestones and delivery dates at each hierarchical level affected; the price consequence of the proposed exception at each level hierarchically affected. Specific company generated exceptions shall be endorsed by each level above the exception proposed, up to and including the Bidder. Any exceptions not so endorsed will not be regarded as a proposed exception between the SES Prime and the Bidder, and the consequence will therefore be to the Bidder s charge. If, in evaluating the proposal, the SES Prime, Instrument Prime, Sentinel-1 Satellite Prime and ESA do not accept a deviation, exception or non-conformance proposed, the Bidder

23 Page 23 of 25 undertakes to revert to the original requirement or, should this prove to be unfeasible, to propose an equitable work around solution. 4.6 Update of Proposal Information The selected Bidder may be requested to update their tender as a result of negotiation, updated requirements or further information provided. Any such updates (including technical and cost) shall be prepared in the same format as the original tender, clearly identifying which sections of, and how, the original tender has been updated. As a minimum the affected pages shall be re-issued or in case of a substantial update a whole part or chapter shall be re-issued.

24 Page 24 of 25 ANNEX A EVALUATION CRITERIA In evaluating the proposal the SES Prime, Instrument Prime, Sentinel-1 Satellite Prime and ESA will use the following criteria: 1. Background and experience (general and related to the particular field concerned) of the company(ies) and staff (including adequacy of proposed facilities) 2. Understanding the requirements and the objectives, discussion of problem and risk areas and appropriate mitigation actions. 3. Quality and suitability of proposed programme of work; adequacy of engineering approach 4. Adequacy of management, costing and planning for the execution of the work 5. Compliance with tender conditions and acceptance of contract conditions

25 Page 25 of 25 ANNEX B ACKNOWLEDGEMENT OF RECEIPT ITT REF: GMES Sentinel 1 SES Phases B2, C and D TO: Astrium Limited +44 (0) For the attention of Miss Tina Pullin European Space Agency For the attention of Mrs Claire Bayle We confirm that we have received the above mentioned ITT with all attachments and we state the following (*): ( ) We intend to submit an offer; ( ) and please supply an ECOS ITT disk for our financial proposal ( ) We have not yet decided whether to submit an offer but will advise you within 14 days of dispatch of ITT ( ) We do not intend to submit an offer - Time/resources not available YES/NO - subject matter outside of our scope of activities YES/NO In future please send us RFQ/ITT s on similar subjects YES/NO COMPANY NAME: ADDRESS: TELEPHONE NO: TELEFAX NO ADDRESS NAME AND FUNCTION OF PERSON TO CONTACT DATE: SIGNATURE (*) Please delete or complete, as appropriate N.B. Please note that failure to return this form or to return it with incomplete information may result in necessary subsequent information not being received by invitees to Tender. It should be returned within 5 (five) days after receipt of this ITT.