SPECIAL TENDER CONDITIONS FOR THE

Page 1 SPECIAL TENDER CONDITIONS FOR THE Integrated Applications Promotion (IAP) Programme (CALL FOR PROPOSALS) FEASIBILITY STUDIES

Page 2 A. INTRODUCTION The following documents are available on http://emits.esa.int/ under "Reference Documentation" --> "Administrative Documents": ESA Procurement Regulations (ESA/REG/001.rev.2), General Clauses and Conditions of ESA Contracts (ESA/REG/002), General Conditions of Tender for ESA Contracts. The Agency s General Conditions of Tender for ESA Contracts shall apply for the purpose of this Invitation to Tender, 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 shall prevail. The new ESA Procurement Regulations were published in June 2010. A revised set of General Conditions of Tender (GTC) is currently in preparation and is expected to be published shortly. Until the entry into force of the revised GTC the following adaptations apply: Section C, paragraph 6, quotation free of taxes and customs duties: Prices shall be quoted free of taxes and customs duties. In cases where the tenderer considers that he will remain subject to the payment of taxes and customs duties, he shall indicate separately the applicable rates, the corresponding estimated total tax or customs duty amount, and the reason why he believes exemption from tax or customs duties cannot be obtained. Attention is drawn to the provisions of Clause 29 of ESA/REG/002. B. LANGUAGE OF THE PROPOSAL Tenderers shall deliver their entire proposal in the English language. I. CONTENT OF THE OUTLINE PROPOSAL The Outline Proposal shall provide a first, high level description of the intended feasibility study starting from the identification of stakeholders / users and their demand / needs, of the targeted services and related system(s) able to meet those needs, the terrestrial and space based solutions (at least two space assets such as Satellite Communications, Earth Observation, Satellite Navigation, Human Spaceflight technologies, others) expected to be integrated and their added value, the key sustainability elements covering economic and noneconomic considerations, the planned roadmap towards implementation of sustainable operational services, the intended study logic and activities, and an overview of the key management, financial, and administrative aspects. The Outline Proposal shall be prepared using the document Guidelines and Template for the Preparation of an Outline Proposal for ARTES 20 available at the following link: http://iap.esa.int/contact-and-support/publications The Outline Proposal shall be submitted as attachment to the following e-mail address: iap@esa.int

Page 3 The e-mail shall indicate the name of the feasibility study, the prime contractor and its nationality, the relevant contact person (including e-mail, phone number and position into the prime contractor company), the envisaged sub-contractor companies and respective nationalities, and a statement indicating whether the study has been already introduced to the National Delegations of the related countries (to which the prime and the sub-contractors belong to). To facilitate the preparation of the Outline Proposal, the tenderer is invited to take note of Sections 2 (Scope of Work), 3 (Contractual Milestones and Review Meetings), and 4 (Documents and Items to be produced-delivered) of the Management Requirements for hereinafter referred to as MR (Appendix 3 to the Draft Contract). For the Outline Proposal it shall be avoided to only repeat the procedures and general tasks described in the Management Requirements, but qualified information shall be provided. Within 10 working days from the submission of the Outline Proposal, ESA will contact the tenderer to confirm the receipt of the proposal, to request further clarifications or to confirm that the Outline Proposal has been accepted, and to inform about the next steps and timeline. II. CONTENT OF THE FULL PROPOSAL The Full Proposal shall describe in sufficient detail the scope of work of the activity that will be carried out. The proposal will become a contractual document and will be the baseline for the Contractor concerning the work and the achievements he has to fulfil. It will be also the baseline for the Agency to assess and accept the achieved outcome. The Full Proposal shall be in line with the content of the Outline Proposal (content, costing/pricing, schedule, etc.) and shall reflect the possible recommendations made by ESA (e.g. pre-selection information, clarification meeting). Furthermore, it shall comply with the requirements detailed in the following paragraphs. 1. COVER LETTER The cover letter shall contain the following: a general paragraph introducing the proposed project and its objective, Price and Bidding Team: a. a statement of total cost and price (funding requested by ESA up to 50% of the project cost; for work carried out by universities and research institutes see also Section 3.8.1, note a) for the proposed activity, the price type, as well as a breakdown of cost and price for the prime and his subcontractor(s), b. the full address (registered office and mailing address) and the ESA Bidder Code of the Prime and each proposed subcontractor, and to the extent that they are available, the ESA-P vendor codes for each company, The price breakdown information and bidding team details shall be presented in the format of a table as follows:

Page 4 Economic Operator Name and legal nature 1 Address and contact details Prime Contractor Subcontractor 1 Subcontractor 2 TOTAL c. *in line with EMITS registration SME (indicate with YES or NO)* EMITS Bidder Code ESA-P 2 Bidder Code existing if ESA-P Vendor Code if existing Country Cost Price Formal statements: a. A statement of the validity period of the tender, of a minimum of 4 months from the date of submission of the proposal, b. A statement that each Economic Operator forming part of the bidding team (whether as prime or subcontractor) complies with Article 18.1 of the Procurement Regulations, c. The confirmation that each economic operator forming part of the bidding team (whether as prime or subcontractor) has submitted or updated its tenderer questionnaire on http://emits.esa.int/ within the last twelve months preceding the submission of the present proposal. d. a statement of compliance with the MR for (Appendix 3 to the Draft Contract) with reservations (if any) clearly stated, e. a statement that the conditions of the Draft Contract (Appendix 2 to the Call for Proposals) are read, understood and accepted and that any sales conditions of the tenderer do not apply. Contact and contract signatory information a. the name(s) and contact details (address, telephone, fax and e-mail numbers) of the person(s) to whom all communications relating to the proposal shall be addressed, b. the names of the persons who will be responsible for the technical and contractual management of any resulting contract, c. Name of the legal representative who will sign the Contract. d. The name(s) of the author(s) of the proposal. The signature of the cover letter by an authorised representative of the tenderer. 1 Specify here the type of business entity to which the company belongs (e.g Limited Company, Société Anonyme, AG etc) 2 For the purpose of invoicing under a resulting Contract, the tenderer will be expected to use the ESA-P system of the Agency. For those tenderers who have already entered into contracts with the Agency this tool is known and the ESA-P tenderer and vendor numbers are in principle known. For tenderers who have not yet entered into a contract with the Agency, an ESA-P Vendor Number is not available and will only be provided at the time of finalisation of the resulting contract.

Page 5 Attached to the Cover Letter, the tenderer shall submit: (a) letter(s) of support signed by the National Delegation(s) (of the prime and each proposed subcontractor), (a) letter(s) of commitment from all participants not appearing explicitly as subcontractor(s), containing information on their motivation for their participation as well as information on their contributions to the various study tasks For universities and research institutes claiming 100% funding by the Agency, (a) letter(s) signed by an authorised person justifying no further commercial interest in the service or product. 2.1 EXECUTIVE SUMMARY The tenderer shall present an Executive Summary containing in a concise and self-contained manner the major elements of the proposed project: objective(s) of the feasibility study, context and background information, overview of the relevant users and other stakeholders and their interest in this activity, overview of the users perspective, their operational scenarios and associated needs which will be addressed by the proposed study, and their involvement, presentation of the intended solution in terms of proposed system and services, based on the integrated use of two or more space assets, complemented by nonspace means whenever relevant, presentation of the expected added-value brought to the users by the envisaged integrated solution, presentation of the strategic roadmap including information on the intention and capabilities for a potential follow-on demo project, information on the major economic and non-economic elements impacting the viability, presentation of the intended approach for the organisation and execution of the feasibility study, 2.2 LIST OF ABBREVIATIONS/ACRONYMS/ GLOSSARY AND LIST OF APPLICABLE DOCUMENTS To allow for a proper understanding of the content of the technical proposal, a glossary and a list of the abbreviations and acronyms used shall be provided. Also a list of the documents applicable for the activity (e.g. background information, standards) shall be presented.

Page 6 2.3 TECHNICAL PROPOSAL The technical proposal shall contain an introduction presenting the background and motivation for the feasibility study as well as a description of the targeted services. The tenderer shall present the study logic (flow chart and explanations). The study logic presented in the "MR" for (Appendix 3 to the Draft Contract) is suggested. If the bidder has already all information related to specific tasks, these tasks do not have to be repeated, but relevant proof has to be provided to the Agency. If the tenderer proposes an alternative study logic that he considers more suitable, this needs to be duly justified. The Technical Proposal shall contain a first iteration of the documents referred to in Section 4.1 to 4.6 of the MR for (Appendix 3 to the Draft Contract), with the purpose to form a sufficiently clear and self-contained baseline description of the scope of the work, including qualitative and quantitative information. For each of the individual tasks the proposal shall contain clear information on: - the starting point for the work to be done - the planned outcome(s) / target(s) of the individual tasks - the critical elements that will be subject for investigation during the study - the work, methodology and approach to reach the planned outcomes / results - the planned interactions between consortium partners and the user community The tenderer shall commit to update the relevant parts of these documents to reflect the evolution in the course of the activity. The updated documents will be reviewed with the Agency at the relevant milestones. 2.4 RISK ASSESSMENT The tenderer shall identify potential risks related to technical and non-technical matters, assess the potential impacts on the study in terms of time, objectives and scope and formulate appropriate mitigation strategies (risks identification, probability of occurrence and severity of the impacts, monitoring/tracking procedures and mitigation actions). 3. CONTENTS OF THE FINANCIAL, MANAGEMENT AND ADMINISTRATIVE PROPOSAL 3.1 BACKGROUND EXPERIENCE OF THE COMPANY(IES) The tenderer shall describe the relevant experience that he, the subcontractors (if any) and the users/partners (if applicable) have for the performance of the work which is subject of the proposed activity. 3.2 ORGANISATION AND MANAGEMENT 3.2.1 The tenderer shall present the structure of the project organisation, where it is proposed to subcontract part of the work, the organisations forming the project team and the structure of the industrial group (organigramme), including size and financial

Page 7 data of prime and sub-contractors. This presentation shall also include the involved stakeholder(s) / user(s) and lines of communications with them 3.2.2 The tenderer shall present his management plans, policies and procedures for this activity including a discussion of the management control organisation, the procedures that will be used to exercise control over the project and the proposed subcontracting control (if any) and coordination with the end user community. Lines of communication and reporting, and means for settling disagreements shall be described. 3.3 FACILITIES The tenderer shall submit a brief description of all facilities which are proposed to be used for the work offered, including those facilities which are still to be developed/ built and/or purchased, (with a statement whether the costs of developing/building/ purchasing the facility are to be directly or indirectly charged to the contract). Modifications to existing facilities are also to be described. For the purposes of this provision, facilities include hardware/computer software/manufacturing and test equipment, etc. The tenderer shall also describe what means of access to space assets (e.g. EO products, Satcom services, Satnav services), information resources, such as libraries, databases etc. he has, if these are required for the work proposed. 3.4 KEY PERSONNEL Key personnel are defined as persons who, because of their individual qualifications and positions are proposed for the work, and indicated as such in the tenderer's organigramme. Key personnel should be proposed to one level below the study/project manager, for the Prime and subcontractor(s) (if any). As a minimum, each person assigned as Work Package Manager shall be nominated as Key Personnel. The provisions of Clause 9 of the ESA General Clauses and Conditions shall apply to all key personnel. For each key person identified, the tenderer shall: provide a curriculum vitae, giving in particular the work experience of the person concerned, and a brief description of the person's present job and responsibilities; indicate his position in the tenderer's organisation and in the project team, and his role and responsibility in the study; define the proportion of the person's working time in [%] that is devoted to the work offered. Key representative(s) of the involved stakeholders / users shall also be presented.

Page 8 3.5 LIST OF ITEMS TO BE PRODUCED, TO BE DELIVERED 3.5.1 HARDWARE The proposal shall contain a complete list of all items that are to be produced under a resulting contract. Also to be shown in this list is each item to be procured under the contract if its cost exceeds 10 keuro. The contract (Article 2.2) will define the terms of ownership in respect of any assets (i.e. hardware) other than Intellectual Property Rights: ownership may be left to the Contractor whenever the parties agree, when completing the contract, that there is a further useful utilisation of such assets by the Contractor for purposes connected with the objectives of the contract. 3.5.2 SOFTWARE With respect to software the clauses of the Draft Contract shall apply. 3.5.3 DOCUMENTATION With respect to the deliverable documents, Section 4 of the MR for (Appendix 3 to the Draft Contract), shall apply. 3.6 WORK BREAKDOWN STRUCTURE AND WORK PACKAGE DESCRIPTION (WBS and WPD) The tenderer shall submit a Work Breakdown Structure (WBS). The purpose is to obtain a systematic description of the tasks to be performed to meet the requirements of the contract which enables a proper evaluation of the work content and its costing as well as of the proposed planning. The WBS will also constitute a framework for the management of the subsequent contract. It is therefore important that the descriptive terminology for tasks and products be consistent with that used in the Call for Proposals and in the other parts of the tender. The figure below provides a generic example of a WBS.

Page 9 For each Work Package of the WBS that contains actual activities 3, the tenderer shall provide a Work Package Description form (PSS-A20), in accordance with the instructions given in Annex 2. The Agency reserves the right to have the work broken down into phases subsequent to tender submission. The tenderer may propose a phased approach in case high risks are evident in the proposed activity. 3.7 PLANNING The tenderer shall submit his planning in form of a bar chart. The planning shall be coherent with all other aspects of the proposal. Major interdependencies between bars shall be shown with a connecting line and should include a suitable description of the interface. The following requirements shall be observed: - the activities presented by the bars shall be presented on a linear timescale shown either in weeks or months; - the estimated durations shall be based upon normal working conditions; 3 In case the Work Package is just a container of Work Packages of lower level, and it is therefore not associated to its own set of activities and resources, there is no need to provide the corresponding Work Package Description.

Page 10 - the proper sequence of tasks, together with the appropriate interfaces with other project participants and outside restraints (including inputs and outputs of the Agency) shall be given. The tenderer shall identify in the planning all the milestones to which he proposes to link payments (see also paragraph 3.12). In establishing his planning, the tenderer shall take account of the need of the Agency to review and/or approve intermediate deliverables and shall include sufficient time for the Agency to do this. 3.8 COST PRICE DATA 3.8.1 PSS FORMS The following PSS-A documents [latest version available on EMITS under Reference Documents ] included in the General Conditions of Tender as Annex 5(3) shall be completed for the tenderer and for each subcontractor proposed, showing per company the total cost of the proposed work, including the tenderer s share: PSS-A1, issue no. 2 Company Cost Element Data Sheet (unless already supplied - see Annex 5/3 of General Conditions) PSS-A2, issue no. 4 Company Price Breakdown Form (including reduction for company contribution) and Exhibit A to PSS-A2 (breakdown of external cost elements), which is mandatory in all cases involving other costs elements. PSS-A8, issue no. 4 Manpower and Price Summary at Work Package Level. Each WPD reported in the PSS-A20 shall be included in the PSS-A8 form. PSS-A15, issue no. 3 Price Projection by the Contractor versus Payment Plan in Euro. NOTES: (a) (b) The Agency will contribute with up to a 50% of the projected cost. Work carried out by universities and research institutes involved as contractors or subcontractors and justifying no further commercial interest in the service or product may be funded 100% by the Agency. In such a case, an explicit statement of the concerned entity in form of a letter signed by an authorised person has to be included in the proposal. Above forms shall be made for the total study, i.e. including the share to be funded for by the tenderer. The tenderer shall submit a summary table showing the cost in National Currencies and the prices in EURO, per company and for the total.

Page 11 (c) (d) Costs related to marketing activities (PR material, participation in conferences, exhibitions, etc.) are not allowable. The procurement of hardware or software as such is not per se an objective of this programme. It may form an integral part of an activity to the extent required for its execution, provided the procurement costs are not disproportionate in size. 3.8.2 SOURCE OF COMPANY CONTRIBUTION The source of the company contribution shall be explicitly stated in the tenderer s proposal. In this context, the company contribution shall be deemed to include Third Party sources, if any. The company contribution can be treated as a loss against the contract or may be contributed by a Third Party (through private and/or public sector direct and/or indirect, in cash or in kind, co-financing). The tenderer is not allowed to include his contribution in overheads included in rates charged to the Agency for the contract or any other contract with the Agency, or subcontract award under an Agency contract. 3.9 PROFIT The offer must be exclusive of profit. 3.10 CONVERSION RATES For the purpose of currency conversions involving national currencies NOT belonging to the EURO-area, tenderers are required to clearly indicate the exchange rate and other factors (e.g. hedging costs, forwarding buying rates, etc.) on which their calculations are based. Paragraphs C.4 and C.5 of the General Conditions of Tender are replaced by the following: Paragraph C.4 - Quotation in National Currency Prices shall be expressed in EURO, including those of any subcontractor. The geographical distribution shall only be expressed in the total EURO per country. Paragraph C.5 - Conversion Rates is deleted. 3.11 TYPE OF PRICE The type of price is defined in Article 3.1.1 of the Draft Contract (Appendix 2 to this Call for Proposals). 3.12 MILESTONE PAYMENTS PLAN The payment plan to be proposed in accordance with Para. C.7 of the General Conditions of Tender shall take into account Article 3 of the Draft Contract and the following provisions:

Page 12 All claims for payment shall be linked to the achievement of defined schedule milestones. These milestones are to be in the form of significant events in the programme to be selected on the basis of providing a check point for progress in the work performed. Please note that a milestone payment plan, broken down by sub-contractor (if applicable), is also requested. The payment plan shall consist of not more than two progress milestones (out of PM1, MTR, PM2) and the final payment milestone, adding up to the total contract price. The advance payment, to be set off against the first progress payment, shall not be more than 20% of the total contract price (and not more than 35% for SMEs). SMEs are classified according to the criteria of the European Commission (Recommendation 2003/361/EC of 6 May 2003 (OJ L 124, 20.5.2003, p. 36)). The final payment shall not be less than 25% of the total contract price. 3.13 TRAVEL AND SUBSISTENCE PLAN The tenderer shall submit a brief description of the travels he envisages for the execution of the contract together with the related cost details. This shall preferably be given in the form of the following matrix: Time (To + ) Meeting / Purpose Destination Travel duration Participants per company Travel Cost (A) Subsistence Cost (B) Total Cost (A+B) The Negotiation/Kick-Off Meeting, the Mid Term Review and the Final Review will normally be held at ESTEC. 3.14 CONTRACT CONDITIONS 3.14.1 Statement of Acceptance of the ESA Draft Contract The tenderer shall confirm that the conditions of the Draft Contract (Appendix 2 to this Call for Proposals) are read, understood and accepted and the any sales conditions of the tenderer do not apply. Any reservations to the Draft Contract shall be clearly stated. 3.14.2 Insurance waiver tenderers are encouraged to discuss with their insurance company to obtain a waiver of subrogation rights (foreseen in Clause 18.1.3 of the GCC). This waiver will be available on the side of ESA in case of reciprocity. Failure to present such a waiver at a potential contract signature will result in a hold harmless agreement between the parties in accordance with Clause 18.1.6 of the ESA GCC. The tenderer shall state whether such a waiver will be available at a potential contract signature.

Page 13 3.14.3 Conditions relating to Export/Import licences/authorizations and related Documentation The tenderer (and/or his subcontractors) shall indicate any export or import restrictions he is subject to, in accordance with national legislation, at the time of the submission of his tender and state the necessary licences, authorisations or preliminary authorisations and related Documentation: - he (or his subcontractors) has obtained in order to submit a tender; and/or - he (or his subcontractors) has or will need to obtain prior to placing of the Contract; and/or, - he (or his subcontractors) has or will need to obtain for the implementation of the Contract. Should the tender contain any documentation with information which is subject to export control laws and regulations (e.g ITAR), such information shall be clearly identified and segregated in the tender so as to allow proper handling by the Agency. In the absence of such identification and segregation, the Agency shall not be held responsible by the tenderer and the tenderer shall indemnify the Agency against any Third Party claim for any infringement of laws or statutes. The tenderer is requested to state his compliance with the above explicitly in his proposal. 3.15 ACCEPTANCE OF MANAGEMENT REQUIREMENTS The tenderer shall confirm his acceptance of the MR for (Appendix 3 to the Draft Contract). III OPPORTUNIYTY TO ACCESS SATCOM CAPACITY AND SERVICES AT PREFERENTIAL CONDITIONS The tenderer is invited to take into consideration that ESA has negotiated agreements with European satellite operators to facilitate in ARTES applications projects the access to their Satcom capacity and, if applicable, to their associated communications services. The ARTES activities can exploit, where applicable: i) free or discounted access to satellite capacity for the duration of the project activities; ii) access to technical, operational and commercial information to make the best technical and business choices; iii) support from the satellite operator during the preparation of the proposal and the execution of the project. Further information about this opportunity can be obtained from the following link: http://iap.esa.int/satellite_capacity

Annex 1 to Page 1 ANNEX 1 - EVALUATION CRITERIA FOR THE FULL PROPOSAL (SECOND STEP) In evaluating the Complete Proposal(s) ESA will use the following criteria: 1. COMPLIANCE WITH THE ARTES 20 PROGRAMME OBJECTIVES: USER DRIVEN INITIATIVE, PREPARING FOR SUSTAINABLE OPERATIONAL SERVICES, ADDED VALUE OF USING MUTLIPLE SPACE ASSETS 2. SUITABILITY OF THE PROPOSED STUDY LOGIC VS. PROJECT OBJECTIVES, QUALITY AND COMPLETENESS OF TECHNICAL PROPOSAL, 3. COMPANY EXPERIENCE AND COMPETENCE, COMPLETENESS OF THE TEAM IN ALL AREAS REQUIRED FOR THE PROPOSED PROGRAMME OF WORK, CALIBRE OF KEY PERSONNEL, ADEQUACY OF FACILITIES 4. ADEQUACY OF MANAGEMENT (INCL. COMPLETENESS OF WORK PACKAGE DESCRIPTIONS), PLANNING AND COSTING (INCL. COMPLETENESS OF COST DATA), ASSESSMENT OF FINANCIAL RISK VERSUS COMPANY RESOURCES 5. COMPLIANCE WITH CONTRACT CONDITIONS AND OTHER TENDER CONDITIONS

Annex 2 to Page 1 ANNEX 2: INSTRUCTIONS FOR COMPLETING FORM PSS-A20 The purpose of this form is to obtain a detailed description of the work to be performed under this Work Package (WP). Unless specified otherwise in the Special Conditions of Tender, WP descriptions are to be supplied at the task/equipment level. Each form shall contain the following information: Name of project Designation of project phase (if applicable) Work package reference defined in Work Breakdown Structure Title of Work Package Firm responsible for execution of the Work Package (contractor) Major constituent to which the work package belongs. This shall not be limited to hardware subsystems but shall cover, as appropriate, functional task areas, such as management, product assurance, etc. Identifier of the start event which denotes commencement of the work package activities on the respective network Plan date of the work package start event. The date shall be based on planning calculations Identifier of the end event, which denotes completion of the work package activities on the respective network Plan date of the work package end event. The date shall be based on planning calculations The name of the contractor's employee responsible for the work package (WP manager) Number of the sheet and total number of sheets pertaining to a given Work Package Description (use continuation sheets as appropriate) Issue number of the Work Package Description Date of latest issue of the Work Package Description Objective of the work performed within this work package (objective) List of items (documentation and/or hardware) which must be completed, or be available to start the work package (inputs) Description of the tasks that shall be executed within this work package (tasks) List of tasks specifically excluded, if appropriate, in order to increase clarity of the scope of the work package (tasks excluded) List of items (documentation and/or hardware) which must be completed, or be available to end the work package (outputs/deliverables).

Annex 2 to Page 2 WORK PACKAGE DESCRIPTION PSS-A-20 PROJECT: PHASE: WP REF: WP Title Sheet of Contractor Major Constituent (e.g. Subsystem) Start event: End Event: WP Manager: Planned Date: Planned Date: Issue Ref Issue Date Objective: Inputs: Tasks: Tasks excluded: Outputs/Deliverables: