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Contract XXXXXXXXXXX

with

[Contractor Name]

Construction of Building Zd – Good Inwards

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D R A F T C O N T R A C T Between: The EUROPEAN SPACE AGENCY, (hereinafter called “the Agency” or “ESA”), located at: 8-10 rue Mario-Nikis, 75015 Paris, France, represented by Mr Jean-Jacques Dordain, its Director General, through its establishment ESTEC located at: Keplerlaan 1 Postbus 299 2200 AG Noordwijk The Netherlands

of the one part, and: [Contractor Name] (hereinafter called “the Contractor” or “….”), whose Registered Office is at: ................. ................. ………. represented by Mr/Ms [Insert Name and Surname], its [Insert Title In the Company],

of the other part,

the following has been agreed:

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ARTICLE 1 - SUBJECT OF THE CONTRACT – APPLICABLE DOCUMENTS

1.1 Subject of the Contract 1.1.1 The Contractor undertakes to implement the construction of the new Zd

Goods Inwards Building [and (OPTION: WP#.)] and to deliver the required hardware and documentation as described herein in the applicable documents.

1.1.2 The work shall be performed in two Phases (hereafter “Phase” or “Phases”) as defined in Appendix 2 hereto.

The Agency reserves the right not to proceed further with the work at the end of Phase one. A decision by the Agency not to continue further with the work at the end of Phase one does not lead to the application of Clause 31 of the GCC.

1.1.3. The decision whether to proceed further or not shall be taken after completion of Phase one and after acceptance, by the Agency, of the deliverables due, under such Phase.

1.1.4 The Contractor shall start Phase two only upon receipt of written notification

from the Agency’s representatives nominated in Article 5, Clause 5, Sub-Clause 5.1, of the relevant authorisation to proceed with each specific Phase. Such notification shall be given within four weeks of the completion of Phase one.

1.1.5 The Contractor shall be responsible:

for the management of the works and the coordination of any tasks and works necessary for their execution. He shall appoint qualified staff to manage this coordination.

for the timely implementation of the works and the timely delivery of all deliverables, in accordance with the agreed planning.

for the conformity of the works performed and equipment installed with any local laws, regulations, norms and with the requirements under the present contract. In this frame, considering the nature of the works, particular attention and due diligence are required to safety measures and conformity to relevant norms and regulations.

for the avoidance of interference with ESA/ESTEC operations and for the minimisation of disturbances to the users of the buildings and routes surrounding the working areas;

that any technology, service, equipment, information, licence, can be used in all sites, facilities, countries where ESA has activities. Any limitation

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shall have been brought to the knowledge of the Agency and clarified before the signature of the present contract.

to obtain all permits and authorisations deemed necessary to the execution of the works and their proper usage by the Agency after completion.

when applicable, to prepare all calculations and documents required by the local Inspection Authorities.

The Tenderer shall be responsible for any damages caused by him during the execution of these works. Repairs shall not give rise to additional costs for ESTEC, At the end of the works, the Tenderer shall deliver to ESA-ESTEC a fully functioning and operational work package(s), free from defects of any kind and ready to be used.

1.1.6 Any drawing and document to be used for execution of the works shall be submitted to the Agency’s representative approval at least 10 working days prior execution. Any delay incurred by the non-approval of such document or drawing shall be imputed to the Contractor. No extra costs shall be charged by the contractor for the redrafting of these documents and drawings till they are in a state to be approved by the Agency.

The approval of documents or drawings by the Agency’s representative does not engage the responsibility of the Agency towards their content. This responsibility stays with the Contractor.

1.1.7 The Contractor shall be liable for any mistakes or omissions that would arise during the execution of the contract. The extra costs for these mistakes and/or omissions shall be fully supported by the Contractor.

1.1.8 The Contractor has validated, before the start of the works, all the equipments and facilities available on the ESA’s site and required for the works, and stated that they are suitable for the purpose of this Contract. To this end, the Contractor has been granted access to the ESA’s site and relevant facilities in due course, in order to be able to inspect said equipment and facilities.

1.2 Applicable Documents

1.2.1 The work shall be performed in accordance with the following documents,

listed in order of precedence, in case of conflict:

a) The specific Articles of this Contract and its Appendix 1 (Payment Plan and Advance Payment(s) and other Financial Conditions);

b) The General Clauses and Conditions for ESA Contracts (herein referred to as GCC), ref. ESA/REG/002, rev.1 not attached hereto but known to both parties and available on http://emits.sso.esa.int – “reference documentation” – “administrative documents”, as amended by this Contract;

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c) Appendix 2 hereto: The Statement of Work, ref. EIFM-EIFM-BF-SOW-1048-HFI-FTF, issue 1 , revision 1 dated of 03 September 2013;

d) Appendix 3 - Annex A hereto: Layout for Contract Closure Documentation;

e) The Minutes of the negotiation meeting held on ........... ref. ........; not attached hereto but known to both parties;

f) The Contractor’s Proposal reference ................ dated ..........., not attached hereto but known to both parties.

1.2.2. Discrepancies/mistakes

By submitting his tender, the Contractor is deemed to have verified any documentation and calculations. No claim for additional cost or delay will be accepted after the signature of the present contract on the ground that the documents, drawings and calculations contain mistakes.

Any discrepancy and contradiction between any above mentioned documents drawings and calculations is deemed to have been clarified by the Contractor prior to the submission of his tender. Therefore, no claim for additional cost or delay shall be accepted by the Agency on such ground after the signature of the present contract

The same shall apply in case of any discrepancy between the applicable laws and regulations and one or more of the above mentioned documents, drawings and calculations, discovered after the signature of the present contract

Wherever requirements are in conflict with each other, the most stringent requirements shall apply.

1.2.3. Omissions

All works not specifically mentioned in these documents, but which are considered necessary for the normal progress of the works shall be considered as forming an integral part of the Contract, for which the Contractor shall not be entitled to additional payment. All the electrical, mechanical and civil work necessary for the correct functioning of the finished project shall form part of the scope of the works and the Tenderer shall not be entitled to claim additional cost reimbursement for these works.

1.2.4. It is explicitly agreed that the sole conditions applicable to the works are those laid down in the present contract.

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ARTICLE 2 - PRICE & PAYMENT

2.1 Price The price of this Contract amounts to:

… EUR (… EURO),

broken down per Phase and per Contractor and Sub-contractors as follows: Company Name

Vendor Code

Type P/Prime; SD/Subco Direct; SI/Subco Indirect

Country (ISO Code)

Phase 1

Phase 2

Total Amount (Euros)

2.1.1 The type of price is the following: A Firm Fixed Price as defined in Section 2.1 of Annex II to the GCC for all

tasks and deliverables. 2.1.2 The above amount does not include any taxes or duties in the Member States

of the Agency. 2.1.3 The price is deemed to include all applicable fees for licences to be purchased

and delivered in the frame of the Contract, indicating the Agency as the end user. The price is further deemed to include any and all licence fees payable according to Clause 43.7 of the GCC.

2.1.4 The price is Delivered Duty Paid for all deliverables, exclusive of import

duties and VAT in accordance with the INCOTERMS 2010, to the addressee(s) specified in Article 5, Clause 5, Sub-Clause 5.1 a) of the Contract. Reference to INCOTERMS in this provision is exclusively for the purpose of price definition.

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2.2 Payment

The Payment Plan and other financial conditions applicable to this Contract are specified in Appendix 1 hereto. Payments shall be made according to the provisions hereunder. The advance payment constitutes a debt of the Contractor to the Agency until it has been set-off against subsequent milestones as shown in Appendix 1 hereto. The advance payment shall nominally be set-off against the 1st progress payment and the remaining amount, if any, against the next following milestone(s). Payments shall be made within thirty (30) calendar days of receipt at ESA-ESTEC Finance, Central Invoice Registration Office of the documents listed and fulfilment of the requirements as specified in Articles 2.2.1 – 2.2.4 below. Only upon fulfilment of the latter requirements shall the invoice be regarded as due by the Agency. Should the Agency not approve the Contractor's performance, wholly or partly, the Agency shall so inform the Contractor with due justification. The Agency reserves the right to take appropriate action in such a case (credit note). 2.2.1 Advance Payment:

. Advance Payment Request (APR): to be submitted after signature of this Contract by both Parties.1

2.2.2 Progress Payment:

a. Milestone Achievement Confirmation (MAC) (hereinafter referred to as “confirmation”) with supporting documentation as necessary (e.g minutes of meeting of achievement of milestone signed by both parties), submitted by the Contractor;

b. Invoice(s);

c. Actual achievement of the milestones as defined in the Payment Plan

specified in Appendix 1 hereto.

1 As a result of a financial management reform, ESA has introduced a new supplier portal for ESA’s contractual partners. This portal – esa-p – did not in its roll-out phase include a possibility to invoice an advance payment electronically and paper invoices were submitted. This has now been rectified and the Contractor -including subcontractors under direct ESA payment- shall submit all contract advance payment requests by creating an APR in esa-p.

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2.2.3 Final Settlement:

a. MAC, submitted by the Contractor;

b. Invoice(s);

c. Receipt and acceptance, by the Agency, of all deliverable items, and /or services to be rendered, upon delivery of a certificate of final acceptance (as per Clause 16.12) and of all other obligations to be fulfilled in accordance with the term of the Contract.

2.2.4 The Contractor, furthermore, undertakes to provide further supporting

documentation as required by the Contract, e.g. Summary Cost Reports etc., with the electronic invoices and MACs in support of the claims.

2.2.5 If applicable, invoices shall separately show all due taxes or duties. 2.2.6 In the event that the achievement of a Milestone is delayed but the milestone

is partially met at the Milestone planning date foreseen, the Agency may as an exception, effect a payment against an approved MAC of the partially achieved milestone, not exceeding the value of the work performed at the date of payment.

2.2.7 a) The Contractor shall ensure that all invoices and MACs, including

those of its Subcontractors if applicable, are submitted for payment exclusively through the Agency’s esa-p system. If the Contractor has no access to the Agency’s esa-p system at the time of signature of the present Contract, an immediate request for an esa-p user account shall be made by the Contractor to the ESA Helpdesk (mailto: idhelp@esa.int), specifying a contact name, the company name, and the ESA Contract number.

b) (i) Should the Contractor find the Agency’s esa-p system technically

inoperative at the moment of submission of the invoices, the Contractor may submit invoices in paper format in five (5) copies to ESA-ESTEC Finance, Central Invoice Registration Office, together with justifying documentation as required by the Contract.

(ii) In cases where the Agency’s esa-p system is inoperative at the moment

of submission of the MAC, the Contractor may submit the MAC in paper format in three (3) copies to the Agency’s Technical Officer mentioned in Article 8, Clause 5, Sub-Clause 5.1 a) of the Contract. A template MAC form can be obtained upon request to idhelp@esa.int.

c) The Contractor undertakes to submit complete invoices and MACs, and

to strictly adhere to the instructions (including those for billing taxes and duties, where applicable) contained in esa-p.

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2.2.8 Invoices submitted by the Contractor, which are free of VAT due to the

applicable national law, shall make reference to the relevant piece of national legislation as shown below:

- for the Netherlands: Aanschrijving O.B.-B.T.W. 90, Staatssecretaris van Financiën, ’s-Gravenhage 14 maart 1969, Boekwerk Omzetbelasting - BTW Direktie Douane en verbruiksbelastingen Nr. D69/1649.

2.2.9 Payments shall be made by the Agency in EURO to the account specified by

the Contractor. Such account information shall clearly indicate the IBAN (International Bank Account Number) and BIC/SWIFT (Bank Identification Code). The Parties agree that payments shall be considered as effected by the Agency on time if the Agency’s orders of payment reach the Agency’s bank within the payment period stipulated above.

2.2.10 Any special charges related to the execution of payments will be borne by the

Contractor. 2.2.11 Any questions concerning the operation of esa-p shall be addressed to the

ESA Helpdesk (mailto: idhelp@esa.int).

Any questions concerning the latest status of due invoices can be addressed to the ESA Payment Officer (mailto: esa.payment.officer@esa.int).

2.2.12 The Agency reserves the right to audit the quoted rates/prices for contractual periods. If the results of the audit engender rates/prices exceeding those established through the application of the above computation, the latter shall prevail.

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ARTICLE 3 - ITEMS PRODUCED OR PURCHASED UNDER THE CONTRACT – FIXED ASSETS 3.1 The following provisions apply to any items other than those items which fall

within the scope of Article 1 of the Contract. 3.2 The title to the property of any items produced under the Contract, including

electronic components, special jigs, tools, test equipment, and which are paid for under the Contract, with an individual or batch value in the national currency equivalent to, or above 5,000 Euros, shall pass to the Agency unless otherwise decided by the Agency.

In view of the above, all such items are to be delivered to the Agency at the end of the Contract. They may also be delivered at an earlier stage if so requested by the Agency where this will not cause a problem to the Contractor in completing the work specified in the Contract.

3.3 The Contractor shall maintain an inventory of all such items (called “Contract

inventory”) and shall mark those items as falling under this Article of the Contract.

The inventory shall be updated and made available to the Agency during the execution of the Contract. A final issue of that inventory shall be submitted with the final contractual deliverables as foreseen in Annex A Table 2.1.2.

If that inventory also includes any of those items which fall within the scope of Article 1 of the Contract, these items are to be clearly set apart.

3.4 Upon completion of the work specified in the Contract, the Agency shall take

decisions regarding the final destination and the final owner of each of the items listed in the Contract inventory, apart from those which are governed by the provisions of Article 1.

The Agency shall be free to choose amongst the following options with respect to final destination and final owner:

a) the right to claim delivery to the Agency and transfer of ownership – with

issue of appropriate instructions concerning packing and shipment (at the Contractor’s expenses),

b) the right to claim transfer of ownership and to negotiate with the Contractor a loan agreement if the Contractor is interested in keeping and using an item that the Agency wants to acquire without delay, with loan conditions making the Contractor responsible for the custody, the delayed delivery and the risks involved (at the Contractor’s expenses),

c) the right to extend the custody of an item to the Contractor (for instance: as a protection measure for further work contracted by the Agency) and to postpone its delivery to the Agency and the associated transfer of ownership – on conditions to be negotiated,

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d) the renunciation of any rights to claim delivery and to claim transfer of ownership, leaving definitively the item in the possession and in the ownership of the Contractor, with or without financial compensation for the Agency (e.g. repurchase by the Contractor) and with or without special instruction,

e) the right to request the Contractor to dispose of an item on conditions to be negotiated.

The decisions taken by the Agency shall lead to instructions or negotiations, as the case may be.

3.5 The Contractor shall comply with the Agency’s instructions. 3.6 This process will be recorded as per the relevant part of the Contract Closure

Documentation.

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ARTICLE 4 - AGENCY’S UNDERTAKINGS The Agency shall provide the following to the contractor and subcontractor, if any:

- Access on the ESA ESTEC site; - Standard Electricity supplies for Contractor’s containers (huts/storages/working tools) if connections are available at the requested area; - Standard domestic water supply, if connections are available at the requested

area; - Assistance in the HAP arrangements.

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ARTICLE 5 - COMPLEMENTS AND AMENDMENTS TO THE GCC The General Clauses and Conditions for ESA contracts, ref. ESA/REG/002 (GCC), rev. 1 apply to this Contract with the following complements and amendments. PART I: CONDITIONS APPLICABLE TO ESA CONTRACTS CLAUSE 2: APPROVAL AND ENTRY INTO FORCE For the purpose of this Contract the authorised representative of the Director General is ……………………. CLAUSE 5: THE PARTIES’ REPRESENTATIVES Sub-Clause 5.1 The Agency’s representatives The Agency’s representatives are: a) Mr/Ms [Insert Name and Surname] [Insert ESA Mail Code] for technical

matters or a person duly authorised by (him) (her). (“Technical Officer”). All correspondence for technical matters will be addressed to: To: With copy to: Name [Insert Name and Surname] Sandy Courtois Phone Insert Phone Number +31 71 565 8230 Fax Insert Fax Number +31 71 565 5773 e-mail Insert Email Address Sandy.courtois@esa.int Mail Address

ESA-ESTEC PFL-PTS Keplerlaan 1 Postbus 299 2200 AG Noordwijk The Netherlands

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b) Ms Sandy Courtois (PFL-PTS) for contractual and administrative matters or a person duly authorised by her. (“Contract Officer”).

All correspondence for contractual and administrative matters (with exception of invoices as mentioned in Article 2.2) will be addressed to:

To: With copy to: Name Sandy Courtois [Insert Name and Surname]Phone +31 71 565 8230 Insert Phone Number Fax +31 71 565 5773 Insert Fax Number e-mail sandy.courtois@esa.int Insert Email Address Mail Address

ESA-ESTEC RES-PTS Keplerlaan 1 Postbus 299 2200 AG Noordwijk The Netherlands

Sub-Clause 5.2 The Contractor’s representatives The Contractor’s representatives are: a) Mr/Ms [Insert Name and Surname] for technical matters or a person duly

authorised by (him) (her). (“Technical Officer”). All correspondence for technical matters will be addressed to: To: With copy to: Name [Insert Name and Surname] [Insert Name and Surname] Phone Insert Phone Number Insert Phone Number Fax Insert Fax Number Insert Fax Number e-mail Insert Email Address Insert Email Address Mail Address

[Insert Name of the Company] [Insert Street and Number] [Insert Postcode] [Insert City] [Insert Country]

[Insert Name of the Company] [Insert Street and Number] [Insert Postcode] [Insert City] [Insert Country]

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b) Mr/Ms [Insert Name and Surname] for contractual and administrative matters or a person duly authorised by (him) (her). (“Contract Officer”).

All correspondence for contractual and administrative matters will be

addressed to: To: With copy to: Name [Insert Name and Surname] [Insert Name and Surname] Phone Insert Phone Number Insert Phone Number Fax Insert Fax Number Insert Fax Number e-mail Insert Email Address Insert Email Address Mail Address

[Insert Name of the Company] [Insert Street and Number] [Insert Postcode] [Insert City] [Insert Country]

[Insert Name of the Company] [Insert Street and Number] [Insert Postcode] [Insert City] [Insert Country]

CLAUSE 9: KEY PERSONNEL The Contractor’s key personnel is listed in the Contractor’s proposal referred to in Article 1.2 above. CLAUSE 10: SUB-CONTRACTS [OPTION 1:] No Sub-Contracts are foreseen. [OPTION 2:] Part of the work is to be sub-contracted to the Sub-Contractor (s) listed in Article 2.1 above. CLAUSE 11: CUSTOMER FURNISHED ITEMS (CFI) It is not foreseen that the Agency will provide any items in accordance with Clause 11 of the GCC to the Contractor. CLAUSE 12: ITEMS MADE AVAILABLE BY THE AGENCY It is not foreseen that the Agency will provide any items in accordance with Clause 12 of the GCC to the Contractor. CLAUSE 13: CHANGES The template of a Contract Change Notice (CCN) is attached hereto as Appendix 3.

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CLAUSE 16: ACCEPTANCE AND REJECTION Clause 16 is replaced by the following: 16.1 Provisional acceptance shall take place before or on the dates stipulated in

clause 17 hereunder at the end of each Work Package. No extension of time limits whatsoever shall be permitted for local public or legal holidays. The only exception shall be in the event of agreed Force Majeure.

16.2 The date of taking possession of the installation shall normally take place at

the provisional acceptance but may be otherwise decided by mutual agreement between the Agency and the Contractor. Taking possession will automatically result in the transfer of ownership to ESA.

16.3 Works, which are to be concealed, will be accepted by the Technical Officer

of the Agency following a written request by the Contractor made in good time while they are visible and accessible.

16.4 When the works are completed, the Contractor will advise the Technical

Representatives of the Agency by registered letter. Within fifteen days of receipt of this letter, the Technical Representative will arrange a meeting on the site with the Contractor.

16.5 If the Agency’s Technical Representative evaluates that such activities have

been completed and that the works are in a state of acceptability, he will prepare a certificate of provisional acceptance, marking thereon the remarks and reserves he judges suitable.

16.6 Provisional acceptance of part of or parts of the works may be carried out.

Therefore, the Technical Representative reserves the right to enter into possession of any part or parts of the works, as such part or parts become ready for use and in the Technical Representative’s opinion can be taken over by ESA. This shall be regarded as a provisional acceptance of said part(s) of the works. The Contractor shall make no claims in respect of the exercising of this right either for extension of time or for extra payments. However, only the provisional acceptance of the total works will be taken into account for the issuance of the provisional acceptance certificate.

16.7 If, on the other hand, the works are not completed or are not in a state of

acceptability, the Technical Representative will prepare a statement of non-acceptance, fixing a time limit for the Contractor to put the works into a state of acceptability.

16.8 Prior the provisional acceptance, the Contractor shall deliver a complete set of

“as built” drawings, schematic diagrams, manuals and guaranty certificates, in one paper copy and one copy in electronic version PDF. The drawings and

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schematic diagrams “as built” shall also be delivered in electronic form (“Autocad” version 12 or any other up-dated version).

16.9 In the event of any defect or malfunction of the works, the Contractor shall

undertake initiation of the necessary corrective action within 5 working days of notification by the Technical Representative of the Agency. In the event of routine failure or malfunction not affecting the efficient operation, the Technical Representative will allow a reasonable additional term for initiation of the corrective action, after weighting the impact on the operational needs of such malfunction or failure at each specific instance. In all cases a remedy action planning will be submitted for the Technical Representative’s approval within 5 working days.

16.10 The Contractor shall not be entitled to any payment in respect of the

restoration of the damaged works other than the monies received from the insurance company.

16.11 All repairs, adjustments, corrections and alterations necessary to conform with

the Statement of Work (Appendix 1 to the Contract) and making good the items listed in the certificate of provisional acceptance must be done within three months of the provisional acceptance. All the repairs, adjustments, corrections and alterations and making good, which subsequently become necessary, must be at least three months old at the time of the final acceptance.

16.12 One year after the date of successful provisional acceptance, or 3 month after

the date of the last repair, adjustment, correction and making good, whatever date is the latest, the Technical Representative of the Agency will either on his own initiative or at the request of the other party to the Contract, arrange a meeting to carry out the final acceptance of the works. If he considers that the works are in perfect condition and have perfectly resisted the test of time, he will prepare a certificate of final acceptance. Said certificate will only bind the Agency when it has expressly approved it. It may not contain any reservations.

CLAUSE 17: PENALTIES/INCENTIVES Penalties, as provided for in the GCC, apply to the following deliverable items, and shall be calculated based on the penalised value as follows:

Deliverables Date Penalty scale Penalised Value

Provisional acceptance of WP 2 Provisional acceptance of WP3

XXX XXX

1 promille per (calendar) day 1 promille per (calendar) day

WP price WP price

Provisional acceptance of other optional WPs

TBD TBD TBD

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CLAUSE 18: LIABILITIES Clause 18 is replaced by the following: Claims in respect of damages occurring during the execution of the contract or during acceptance tests shall be settled in the following manner: 18.1 Claims in respect of damage of any nature sustained by the Agency’s or the

Contractors’ representatives or employees participating to the execution of the contract or in the acceptance tests shall be settled in accordance with the law governing the contract.

18.2 Claims for damage caused to movable or immovable property owned by the

Agency or the Contractor shall be settled in accordance with the law governing the contract.

18.3 Insurance The Contractor shall take out at his expense any other insurance policy as required by the Dutch laws. In addition the Contractor shall take out insurance policies to cover all liabilities as described in 18.1 and 18.2 above as stipulated hereinafter: 1. Auto insurance with a EURO 1 million combined single limit each occurrence,

for death or bodily injury, or loss of, or damage to property arising from the operation of any vehicle owned, hired, rented, leased, borrowed or non-owned by the Contractor, its agents, servants, employees or workers or Contractor’s sub-contractors, their agents, servants, employees or workers performing Services in connection with this Contract, or any other third parties.

2. Project specific professional liability insurance with a minimum of EURO 5

million each occurrence. The Contractor shall also maintain Workers Compensation or equivalent and Employers Liability Coverage at limits required by law in the Netherlands or their country of origin (the highest of the two required limits). Also, the Contractor should insure their property and equipment used in connection with this Contract against all risks.

3. Construction All Risks insurance policy with a minimum of EURO 5 million to

cover all cost of replacement or repairs to the works and/or part thereof that might be damaged, destroyed or lost in whatever manner and for whatever reason, including design mistakes contained in the drawings and calculations prepared by the Contractor. This insurance shall :

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a) have an extension to cover damage to third parties, whether for death or bodily

injured or loss of, damage to property, until final acceptance.

b) include ESA as additional co-insured party, c) include a waiver of the insurer’s subrogation rights against the insured parties and

their subcontractors, d) include a provision which stipulates that in case of damage or loss, the insurance

indemnities shall be paid to ESA (except indemnities to be paid for damages to third parties as referred to in sub-paragraph b) above).

The Construction All Risks insurance does not relieve the Contractor, in case of damage of loss, from his obligation to fully repair all damages or loss, and to hand over the works in accordance with the overall time schedule and the Contract specifications. 4. Long term Latent Defects Insurance to cover the damage to the building a period

of 5, 10, 30 years as per Chapter 15 of the SOW starting from the Final acceptance date. This insurance shall :

e) have an extension to cover damage to third parties, whether for death or bodily

injured or loss of, damage to property, until final acceptance.

f) include ESA as additional co-insured party, g) include a waiver of the insurer’s subrogation rights against the insured parties and

their subcontractors, h) include a provision which stipulates that in case of damage or loss, the insurance

indemnities shall be paid to ESA (except indemnities to be paid for damages to third parties as referred to in sub-paragraph g) above).

5. The Contractor shall take out at his expense any other liability insurance policy as

required by the Dutch laws, if any.

The Contractor and any of its sub-Contractors’ staff working on the ESA's site shall remain covered under their national social security scheme.

6. The Contractor must furnish evidence to ESA that the insurance(s) required to

cover the obligations of the Contract under paragraphs 1 - 5 above have been contracted and are maintained during the works and thereafter as the case may be. Evidence of such insurance(s) shall be provided to ESA prior to the start of the works.

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7. Should the Contractor (or any of its sub-Contractors) fail to contract the required

insurance, ESA may contract the insurance himself and deduct the costs from any sums due to the Contractor.

CLAUSE 22: WARRANTY PERIOD The warranty period for the deliverables of the contract (reference is made to Art. 1.1) shall start from provisional acceptance and last for 5, 10 or 30 years depending on the equipment as described in chapter 15 of the Statement of Work. CLAUSE 28: PAYMENTS 28.3.3 Special Guarantee - Bank Guarantee As a guarantee of complete and satisfactory fulfillment of his obligations, an irrevocable and unconditional security based on 10% of the price per Phase stated in Article 2 here-above shall be provided by the Contractor in charge of the works to the benefit of ESA before the beginning of each Phase. This security covers the entire duration of the works per Phase till final acceptance and also the Long term Latent Defects Insurance Period. If the price, because of changes and modifications exceeds the original price by more than 10%, the corporate guarantee shall be adjusted accordingly. The above guarantee does not relieve the Contractor of any of his obligations under the Contract. CLAUSE 34: APPLICABLE LAW The substantive law referred to in Clause 34 of the GCC is the law of The Netherlands. In addition, the Contractor must strictly comply with all Dutch national, communal or provincial law or decrees, rules or regulations as well as any local authority’s by-laws applying to the works. CLAUSE 35: DISPUTE RESOLUTION The arbitration proceedings referred to in Clause 35 of the GCC shall take place in The Hague, The Netherlands.

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PART II: CONDITIONS CONCERNING INTELLECTUAL PROPERTY RIGHTS FOR ESA STUDY, RESEARCH AND DEVELOPMENT CONTRACTS Part II of the General Clauses and Conditions for ESA Contracts shall not apply. All intellectual property rights created, developed, procured or delivered under this Contract shall belong to the European Space Agency.

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ARTICLE 6 – SAFETY AND HEALTH REGULATIONS 6.1 The Contractor and his personnel (including subcontractors’ and/or

suppliers’s personnel) shall observe all applicable safety and health regulations in force in The Netherlands and in particular at ESA’s site when carrying out their tasks as defined in this Contract.

6.2 All staff employed by the Contractor under this Contract shall be issued with an identity card by ESA. This card shall be carried by the staff concerned on entering, staying on and leaving ESA's premises. The Contractor shall supply to the Agency a complete list of all staff employed under the Contract and all relevant information to enable ESA to identify the staff concerned. This list shall be countersigned by the Agency's Technical Representative, and any changes shall normally be notified by the Contractor in writing 1 (one) week before the change takes place.

Identity cards must be immediately returned to ESA when staff are replaced and on termination of the works rendered under the Contract. All visitors of the Contractor on ESA's premises, including the Contractor's staff not employed under this Contract, shall complete the formal ESA visitors' procedure at the site. Visitors are not permitted to visit areas, other than the Contractor's site office and operational area, without the prior authorisation of the Agency's Technical Representative. For every identity card not returned in accordance with these conditions, a retention fee of EURO 100 will apply.

6.3 Infringements of the regulations by the Contractor, his staff or their visitors,

will be notified in writing to the Contractor, who will take appropriate measures to ensure future compliance. In the event of serious infringements of the regulations, and in consultation with the Contractor, the Agency may prohibit the entry onto its site of the person or persons concerned. The consequences of such prohibition shall be borne by the Contractor.

6.4 The Contractor warrants that he and his staff (including the subcontractors’

and/or suppliers’ personnel) working on ESA’s premises have read or will before taking up work, ESA’s General Safety and Security Rules applicable at the site ESTEC Health, Safety and Environmental Manual, Reference HSE-2010-019, latest issue and that he and his staff will comply with these rules.

6.5 Contractor’s staff may use the ESTEC restaurant facility provided:

- permission has been obtained from the Technical Representative of the Agency, mentioned in sub-Clause 5.1 of Article 6 above;

- the staff are dressed neatly and do not wear their working clothes or overalls.

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6.6 Use of portable radios inside the buildings in areas where ESTEC staff are located and where this may create disturbances, is not allowed without the express permission of the Technical Representative of the Agency.

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Done in two originals, one for each Party to this Contract, In: ............................... In: ............................... On: .............................. On: .................................. For………………....... For the European Space Agency (ESA) ---------------------------- -------------------------------

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APPENDIX 1 - PAYMENT PLAN

PRIME CONTRACTOR MPP

FOR INFO, SUBCONTRACTORS MPP

Milestone Description Scheduled Dates

Payments from ESA to Contractor

ContractorSub-Contractor

Total

MILESTONE 2: Upon the Agency’s provisional acceptance of all deliverable items due under Phase 1 and the Contractor’s fulfilment of all other corresponding contractual obligations

MILESTONE 3: Upon the Agency’s provisional acceptance of all deliverable items due under Phase 2 and the Contractor’s fulfilment of all other corresponding contractual obligations Intermediary Progress Milestones to be discussed

FINAL: Upon the Agency’s final acceptance of all deliverable items due under the Contract and the Contractor’s fulfilment of all other contractual obligations including submission of the Contract Closure Documentation

Total

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APPENDIX 2 - STATEMENT OF WORK

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APPENDIX 3 - ANNEX A: LAYOUT FOR CONTRACT CLOSURE DOCUMENTATION

for

ESA Contract Nr. Xxxxxxx

“Construction of the new Zd Goods Inwards Building “,

hereinafter referred as the “Contract” Section 1 – Parties, contract duration and financial information

Contractor [Contractor Name]

Sub-Contractor(s) (state if not applicable)

Contract duration Per Contract

From: To:

Phase 1 from: to:

Phase n from: to:

Total contract price (including all CCNs, Work Orders, Call of Orders) and total contract value (in case of co-funding; state if not applicable)

EUR EUR

broken down as follows:

Original contract price and original contract value (in case of co-funding; state if not applicable)

… EUR (… EUR) EUR

CCN x to n Work Order x to n Call-off Order x to n

EUR in total EUR in total EUR in total

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Section 2 – Recapitulation of deliverable items 2.1 – Items deliverable under the Contract If any of the columns do not apply to the item in questions, please indicate “n/a”. Table 2.1.1 – Items deliverable according to the Statement of Work Type Ref.

No. Name/ Title

Description Replacement Value (EUR)/

Other

Location1)

Property of Rights granted / Specific IPR conditions2)

Documentation

Hardware

Software

(delivery in object code/source code?)

Other

1) In case the item is not delivered to ESA, please indicate the location of the deliverable and the reason for non-delivery (e.g. loan agreement, waiver, future delivery, etc.) 2) e.g. IPR constraints, deliverable containing proprietary background information (see also 2.1.4 below)

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Table 2.1.2 – Other deliverable items: Inventory of items produced or purchased under the contract (if applicable) [OPTION 1: No Fixed Assets] No Fixed Asset has been acquired under the Contract by the Contractor and/or its Sub-Contractor(s). [OPTION 2: Fixed Assets] Any fixed assets, acquired under the Contract by the Contractor and/or its Sub-Contractors are listed in the List of Fixed Assets attached below. The Contractor certifies that all its obligations with regards to Fixed Assets have been fulfilled. The Agency will inform the Contractor of its decision with respect to the disposal of Fixed Assets items. ESA DECISION

Item name

Part/ Serial

reference number

Location Value Deliver to

ESA

Sell or Dispose

of

Leave in (Sub-)

Contractor’s Custody

To be completed by ESA

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Table 2.1.3 – Customer Furnished Items and Items made available by the Agency Any Customer Furnished Items and/or Items made available by the Agency to the Contractor and/or its Sub-Contractor(s) under the Contract, are listed in the following List of Customer Furnished Items and Items made available by the Agency. The following tables certify which of the items have been returned to the Agency and which of the items remain in the custody of the Contractor, and/or a Sub-Contractor(s) and/or a third party for further ESA work or for other purposes. Customer Furnished Items

ESA DECISION

Item name

ESA Inventory Number

Location Insurance

Value Confirmation

of Receipt Deliver

Leave at (Sub-)

Contractor’s Disposal

Items made available by the Agency

Item name

ESA Inventory Number

Location Replacement

Value Deliver

Leave at (Sub-) Contractor’s Disposal

Table 2.1.4 – Background information used and delivered under the contract (see Clause 43 of the General Clauses and Conditions) The following background information has been incorporated in the deliverable(s): Proprietary Information (title, description)

Owner (Contractor, Sub-Contractor(s), third party/ies)

Affected deliverable (which documents, hardware, software, etc.)

Description impact on ESA’s rights to the deliverable2

Other/comments

2 if not explicitly stated otherwise, the contractual stipulations shall prevail in case of conflict with the description provided in this table

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Section 3 – Statement of Invention [[OPTION 1: NO INVENTION] In accordance with the provisions of the above Contract, [Contractor Name]hereby certifies both on its own behalf and that of its consortium/Sub-Contractor, that no Intellectual Property Right(s) has(ve) been registered in the course of or resulting from work undertaken for the purpose of this Contract; and that no inventions have been made in the course of or resulting from work undertaken for the purpose of this Contract that generated knowledge that could be registered as Intellectual Property Rights. [OPTION 2: INVENTION] In accordance with the provisions of the above Contract, [Contractor Name] hereby certifies both on its own behalf and that of its consortium/Sub-Contractor that the following Intellectual Property Right(s) has(ve) been registered in the course of or resulting from work undertaken for the purpose of this Contract. ……………………. [OPTION]: In accordance with the provisions of the above Contract, [Contractor Name] hereby certifies both on its own behalf and that of its consortium/Sub-Contractor that the following inventions have been made in the course of or resulting from work undertaken for the purpose of this Contract but have not been registered as Intellectual Property Rights: ……………………. [OPTION]: In accordance with the provisions of the above Contract, [Contractor Name] hereby certifies both on its own behalf and that of its consortium/Sub-Contractor that the following inventions have been made in the course of or resulting from work undertaken for the purpose of this Contract and are foreseen for and/or in the process of registration: The Agency’s rights on such registered and/or unregistered Intellectual Property Rights shall be in accordance with the ESA GCC Part II provisions as amended by the above Contract.

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APPENDIX 4 - CONTRACT CHANGE NOTICE

For submission of a change as per Clause 13 of the General Conditions, the Contractor shall submit his proposal in the format of a CCN using the cover page included below. The form shall be filled with the following information as a minimum: - The Contractor’s name and the Contract number - The title of the area affected by the change (Work Package reference, new work, etc.) - The name of the initiator of the change (Contractor or ESA) - The description of the change (including Work Package Descriptions, WBS, etc.) - The reason for the change - The price breakdown in €, if any (breakdown by company, phase, etc., including PSS-A2

and PSS-A8 forms) - Effect on other Contract provisions - Start of work – end of work (including contractual delivery dates and overall planning,

milestones, etc. - A CCN Form, as per the format below, signed by the Contractor’s representatives. The Contractor shall, on request of the Agency, provide additional documentary evidence. At the request of either party, the proposed change may be discussed at a Change Review Board, consisting of both the Contract Officer and the Technical Officer of each party.

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DIRECTORATE: xxxxx

Contractor: [Contractor Name]

Contract No.: Xxxxxxx

CONTRACT CHANGE NOTICE No.: DATE:

TITLE OF AREA AFFECTED (WORK PACKAGE/MUP/ETC):

WP REF: MUP REF:

INITIATOR OF CHANGE:

DESCRIPTION OF CHANGE

REASON FOR CHANGE

PRICE BREAKDOWN (Currency)/PRICE-LEVEL

EFFECT ON OTHER CONTRACT PROVISIONS

START OF WORK

END OF WORK

CONTRACTOR’S PROJECT MANAGER: [Insert Name and Surname] DATE:

CONTRACTOR’S CONTRACTS OFFICER: [Insert Name and Surname] DATE:

[DISPOSITION RECORD OR OTHER AGREED CONDITION RECORDED WITH THE CCN APPROVAL]

ESA TECHNICAL OFFICER: [Insert Name and Surname] DATE:

ESA CONTRACTS OFFICER: Elia Leone DATE: