SPECIAL CONDITIONS OF TENDER

Appendix 3 to
AO/1-4444/03/NL/JSC
Page 1
SPECIAL CONDITIONS OF TENDER
INTRODUCTION
For the purposes of this Invitation to Tender, the Agency's "General Conditions of Tender for
ESA Contracts", available on http://emits.esa.int/emits/owa/emits.main under “Reference
Documents” → “Administrative Documents” and referred to hereafter as the "General
Conditions of Tender", shall apply as specified, amended or supplemented by these Special
Conditions of Tender. In the event of conflict between the General and the Special
Conditions, the Special Conditions shall prevail.
CONTENT OF THE OUTLINE PROPOSAL
The overview of the intended proposal shall be submitted via an online form on the ESA
Telecom Website (http://telecom.esa.int/startup) as detailed in Section 4 of the Statement of
Work and shall comprise:
- A description of the identified opportunity, including the potential target market and
the competitive environment;
- A description of the proposed solution in terms of the technology required, the
product or service provided and, if appropriate, how it fits with other elements of the
value chain;
- A description of the approach taken to elaborate and develop the opportunity within
this scheme, ensuring that the proposed activities remain in line with the Statement of
Work;
- Depending on the stage of maturity of the technology involved or the commercial risk
perceived, an indication whether the proposed development is proposed under a fully
funded (100%) or co-funded scheme (50%) and provide a justification for the funding
scheme requested;
- A statement of the cost of the initiative (i.e. the value of the work), which shall not
exceed the value of 300,000 Euro. Depending on the above point, the ESA funding
(price for ESA of the activity) will be either 100% or 50% of the cost.
Bidders will be notified within 4 weeks from the date of submission whether they are invited
to proceed with the submission of the complete proposal.
CONTENTS OF THE SECOND STAGE COMPLETE PROPOSAL
1. COVER LETTER
The cover letter shall contain the following:
- a general paragraph introducing the proposed project
- a statement of total cost and price for the proposed activity
- a statement that the proposal will be valid for 4 months from the date of submission

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- a statement that the conditions of the draft contract are read, understood and accepted
and that any sales conditions of the Tenderer do not apply
- a statement of compliance with the technical and management requirements of the
statement of work (and if applicable any reservations to be clearly stated)
- an indication of name(s) and contact details (address, telephone, fax and e-mail
numbers) of the person(s) to whom all communications relating to the ITT should be
addressed
- The names of the persons who will be responsible for the technical and contractual
management of any resulting Contract and who would be nominated as such in the
Contract.
- the provision of address and ESA Bidder Code of Prime and (if applicable) any
subcontractor. Please note that if your company (or your subcontractor) have not yet
been allocated a Bidder Code by the Agency, it should be requested by accessing the
following URL:
http://emits.esa.int/emits-doc/e_support/coveremits1.html
- signature of cover letter by authorised representative
2. CONTENTS OF THE TECHNICAL PROPOSAL
The Technical Proposal provides the rationale for the proposed development activities
and forms the contractual baseline description of the proposed scope of work.
It shall consist of an Executive Summary and all Applicable Documents as referred to
in Section 5.2 of the Statement of Work (Appendix 1 to this ITT).
The Executive Summary shall present in a concise and self-contained manner the
major elements of the proposed project in terms of:
- presentation of the intended product and its associated operational
environment
- overview of the opportunity and commercial strategy
- intended approach for the organisation and execution of the development
activity
- critical issues affecting the development

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3. CONTENTS OF THE FINANCIAL, MANAGEMENT AND ADMINISTRATIVE
PROPOSAL (including costing, planning, WBS, etc. and contractual response)
3.1 BACKGROUND EXPERIENCE OF THE COMPANY(IES)
The tenderer shall describe the relevant experience that he, and his subcontractors, if
any, have for the performance of the work which is subject of the present ITT.
3.2 ORGANISATION AND MANAGEMENT
3.2.1 The tenderer shall present the structure of his organisation, and where it is proposed to
subcontract part of the work, the structure of the industrial group. The structure of the
group and of the individual companies shall be shown by means of organigrammes,
which clearly show the tasks, position, authority, and name of the persons proposed
for the work, and in particular the study/project manager and the Contracts officer.
Lines of communication and reporting, and means for settling disagreements shall be
described.
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).
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/ computers/word processors, etc.
The tenderer shall also describe what means of access to 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, both for the main Contractor and any sub-contractors. The
provisions of Article 5 of the Contract shall apply to all key personnel.
For each key person identified, the tenderer shall:

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- 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;
- define the proportion of the person's working time that is devoted to the work
offered.
3.5 LIST OF ITEMS TO BE PRODUCED, TO BE DELIVERED
The bid 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 exceed 100 KEuro. All those items are deliverable to the Agency,
unless otherwise agreed in the contract.
3.6 WORK BREAKDOWN STRUCTURE (WBS)
- Objectives:
The tenderer shall submit a Work Breakdown Structure. 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, its costing and 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 ITT and in the other parts of the
tender.
With his offer, the tenderer shall submit:
! A WBS properly drawn, and coherent in organisation and contents
with the rest of his proposal;
! A narrative explanation of his WBS if this is useful to its
understanding;
! As many Work Package (WP) descriptions (PSS-A20) as there are
WP’s at the level required, in accordance with the instructions given in
Annex 3.
3.7 PLANNING
The expected total duration of a contract is 12 months.
The tenderer shall include in his offer planning documents that accurately present the
main objectives of the envisaged work, identify the tasks required to achieve these
objectives, and clearly and realistically present the sequence in which these tasks are
proposed to be performed. The planning documents will be coherent and consistent
both mutually and with all other aspects of the proposal. They will be complemented
by a narrative describing the particular features of the proposed planning and the
reasoning that gave rise to the proposed solution.
The tenderer shall submit a logic bar chart.

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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;
• 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 documents all of the events to which he
proposes to link payments. The event numbering of the network will be used to
identify the milestone in the payments plan.
If the schedule or the delivery of items are modified during subsequent negotiations
between the Agency and the successful tenderer, the planning and scheduling
documents affected shall be resubmitted for approval. Such documents shall be in
conformity with the provisions set forth above.
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
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 Prime Contractor and for each Sub-Contractor proposed, if
applicable:
PSS-A1, issue no. 2
Company Cost Element Data Sheet (unless already supplied - see Annex 5/3 of
General Conditions)
PSS-A2, issue no. 3
Company Price Breakdown Form including Exhibit A to PSS-A2
PSS-A8, issue no. 3
Manpower and Price Summary at Work Package Level
NOTES
(a) The total allowable cost of the offer must not exceed 300 000 €.
For fully funded activities, the Agency has earmarked a maximum budget of
300 000 €.

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For co-funded activities, the Agency has earmarked a maximum budget of
150 000 €.
(b)
(c)
(d)
(e)
(f)
Above forms shall be made for the total development programme. For cofunded
activities, i.e. including the share to be paid for by the tenderer. The
tenderer shall submit a summary table showing the cost in National Currencies
and the prices in EURO or (Canadian companies only) Canadian $, per
company and for the total.
For co-funded activities, in addition, the following points have to be taken
into account:
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.
All costs incurred under this contract shall be collected against a specific
project number. All direct hours and other direct costs incurred in the
performance of the contract are to be treated as direct hours and costs in the
tenderer’s account and indirect costs shall be charged to the contract in
accordance with the company’s standard accounting system.
The company contribution can be treated as a loss against the contract or may
be contributed by a Third Party private source. The contribution shall be not
be allowed from a public body. 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 sub-contract award under an
Agency contract.
Any manpower made available by the pilot end user community as well as
advertising/exhibition costs in relation to the proposed project will not be
considered as part of the contractual cost.
3.9 PROFIT
(a)
(b)
For fully funded activities, the fee (profit) shall not exceed eight (8) per cent of
the base cost, defined in item ten (10) of the Company Price Breakdown Form
PSS A2, issue no. 2.
For co-funded activities, in view of the particular nature of the Programme the
Agency’s share of the Contract price will not include profit.
3.10 CONVERSION RATES
For the purpose of currency conversions involving national currencies NOT belonging
to the EURO-area, bidders are required to clearly specify the exchange rate used and
to indicate any other factors (e.g. hedging costs, forwarding buying rates, etc.) used
for the purpose of their calculations.

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3.11 TYPE OF PRICE
The type of price is defined in the Draft Contract (Appendix 2 to this ITT) and will be
a firm fixed price.
3.12 MILESTONE PAYMENTS PLAN
The payments plan to be proposed in accordance with Paragraph C.7 of the General
Conditions of Tender shall take into account Clauses 20, 21 and 22 of the Draft
Contract.
All claims for payment (with the exception of the Advance payment) shall be linked
to the achievement of milestones defined in section 5.3 of Appendix 1 to this ITT.
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:
Participants
Meeting Place Time
(To+.....)
Company A
Company
B
Company C, etc.
3.14 CONTRACT CONDITIONS
The tenderer shall confirm his acceptance of the Contract Conditions with any
exceptions to be clearly stated.

Annex 1 to
Appendix 3 to
AO/1-4444/03/NL/JSC
ANNEX 1A - EVALUATION CRITERIA FOR THE
FIRST STAGE OUTLINE PROPOSAL
In evaluating the proposal(s) ESA will use the following criteria:
1. CREDIBILITY OF THE IDENTIFIED OPPORTUNITY
2. QUALITY OF PROPOSED PROGRAMME OF WORK

Annex 1 to
Appendix 3 to
AO/1-4444/03/NL/JSC
ANNEX 1B - EVALUATION CRITERIA FOR THE
SECOND STEP COMPLETE PROPOSAL
In evaluating the Complete Proposal(s) ESA will use the following criteria:
1. Credibility of the identified opportunity and the commercial strategy
2. Quality of the technical proposal and suitability of the proposed programme of
work
3. Company experience, calibre of key personnel, management and planning
4. Adequacy of costing and pricing for the execution of the work
5. Compliance with administrative tender conditions and acceptance of contract
conditions.

Annex 2 to
Appendix 3 to
AO/1-4444/03/NL/JSC
ANNEX 2 - ACKNOWLEDGEMENT OF RECEIPT
AO/1-4444/03/NL/JSC – Satellite communication system elements, technologies and
applications – Opportunities for Start-Uo projects – third round
TO:
Mr J Schaper (IMT-CS)
Fax: +31.71.565.5872
ESTEC, PO Box 299, 2200 AG Noordwijk, The Netherlands
We confirm that we have received the above mentioned ITT with all attachments and we
state the following (*):
0 We intend to submit an offer
0 We have not yet decided whether to submit an offer but will advise you within 14
days of date of publication of ITT
0 We do not intend to submit an offer:
- time / resources not available YES/NO
- subject matter outside our scope of activities YES/NO
COMPANY NAME:________________________________________________________
ADDRESS:
_____________________________________________________________
_________________________________________________________________________
PHONE NO. ________________________TELEFAX NO:_________________________
NAME AND FUNCTION OF PERSON TO CONTACT :__________________________
_________________________________________________________________________
DATE:_____________________________SIGNATURE:__________________________
-------------------------------------------------------------------------------------------------------------
(*) Please delete or complete, as appropriate
N.B.
Tenderers are requested to complete and return this form by fax as well as to express their interest in
this tender action on the EMITS website. Failure to comply with this may result in necessary
subsequent information not being received by invitees to tender.

Annex 3 to
Appendix 3 to
AO/1-4444/03/NL/JSC
ANNEX 3: 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)

Annex 3 to
Appendix 3 to
AO/1-4444/03/NL/JSC
• 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 3 to
Appendix 3 to
AO/1-4444/03/NL/JSC
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: