mecㆍviewer v1.4 :: RFP for RF Power Amplifiers Set-final.pdf

KARI PROPRIETARY

Request For Proposal

RF Power Amplifiers Set

for GK2 System EMC Test

May 2016

Space Test Department

Korea Aerospace Research Institute

169-84 Gwahakro, Yuseung-gu, Daejeon, 34133, KOREA

Phone : 82(42)860-2977, Fax : 82(42)860-2234

KARI PROPRIETARY

Request For Proposal

for

RF Power Amplifiers Set

for GK2 System EMC Test

IMPORTANT

1. This RFP should be kept in confidentiality and should

neither be copied nor distributed to the third parties.

2. The questions and opinions on this RFP can be asked or

suggested to Korea Aerospace Research Institute before

submission of the proposal.

3. This RFP shall be legal bind after the contract is awarded

unless the bidder explicitly expresses the differences from the

RFP in the compliance sheet.

May 2016

Space Test Department

Korea Aerospace Research Institute

169-84 Gwahakro,

Yuseong-gu

DAEJEON, 34133, KOREA

Phone : 82(42)860-2977, FAX : 82(42)860-2234

e-mail : jjw0302@kari.re.kr

Table of contents

I. OVERVIEW .............................................................................................................................. 4

1. Overview of the project ....................................................................................... 4
2. Procedures of the project ..................................................................................... 5
3. Requisites of participants .................................................................................... 6
4. Scope of the contracct ......................................................................................... 6
5. Warrnaty .............................................................................................................. 7
6. Product supply schedule ...................................................................................... 8

II. TECHNICAL REQUIREMENTS .......................................................................................... 9

1. General ................................................................................................................ 9
2. Detail Specification ........................................................................................... 11

III. BIDDER INSTRUCTION ................................................................................................... 26

IV. GENERAL TERMS AND CONDITIONS ........................................................................... 33

APPENDIX 2. PERFORMANCE TEST REPORT(EXAMPLE) ............................................. 60

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I. Overview

Overview of the project

1.1. Korea Aerospace Research Institute (hereinafter referred to as

“KARI”) is located at Daeduk Research Complex, 140 km south of

Seoul.

1.2. KARI has a satellite assembly, integration and test center

(hereinafter referred to as “AITC”) for joint use by corporations and

research institutes for the purpose of the effective development of

domestic satellites. And basic facilities and equipment for satellite

assembly and test have been supplied, installed and used.

1.3. The purpose of this project is to install RF power amplifier systems,

remote control panel, relating cable lines and Bi-directional

couplers installed in amplifier room of the Large EMC

chamber(LEMC).

1.4. The main undertakings of the project are to perform factory and

site acceptance tests, install, guarantee quality and training, etc.

1.5. The supply should submit the business showings of the installing

the power amplifier & control system.

1.6. All the descriptions in this RFP are minimum requirements and the

supplier can suggest the better one to improve the overall

performance and cost. But in this case, the proposal should clearly

indicate the improvements from KARI’s requirements.

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Procedures of the project

2.1. The project shall be proceeded with five parts as follows:

2.1.1. Organization of power amplifiers, external directional couplers,

control panel and accessories including waveguides.

2.1.2. Factory acceptance test & safety plan verification

2.1.3. Transportation

2.1.4. Installation at KARI

2.1.5. Final acceptance test at KARI according to supplied test

procedure & previous test results

2.2. The participants shall submit the detailed work schedule for article

2.2.1. Specially, the work schedule at KARI shall be confirmed by

KARI for avoiding overlap with KARI’s other test schedules.

2.3. The format of proposal

2.3.1. The participants shall submit 6 copies of a detailed proposal

and a price proposal to KARI according to the format and

contents satisfying the requirements stipulated in this RFP.

2.3.2. The compliance sheet with the requirement of this RFP shall

certainly be included in the proposal.

Table 1. Statement of Compliance Format

RFP Sections

Descriptions

Proposal

Sections

Compliance

Status

Remarks

RFP section

Title or contents Proposal

section and

page number

C: Fully comply

NC: Not comply

PC: Partial comply

Key performance,

summary shall be

Described

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2.3.3. The price Proposal shall be submitted to KARI in a separate

envelope.

2.3.4. The participants shall make out a proposal with their own

writing.

2.3.5. The language shall be English or Korean.

2.4. The proposal shall be delivered to KARI before the due date for

submission.

2.5. All proposals and documents submitted shall become the property

of KARI.

Requisites of participants

3.1. The participants shall provide the introduction of the company

about general organization, and company’s resources including

financial status.

3.2. The participants shall have experience of installation, operation,

arranging, integration of power amplifiers(which are equal or more

power amplifiers in this proposal) to be installed in EMC chamber.

Scope of the contract

4.1. The project is on turnkey base and the proposal shall include the

following;

4.1.1. Engineering work of the equipment

4.1.2. Manufacture, assembly and turnkey delivery of the equipment

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4.1.3. Parts and particular instruments necessary to operate the

equipment

4.1.4. Installation work and acceptance test at factory & KARI site

4.1.5. Project management, site operation, cooperation with KARI

4.1.6. Basic principle, operation, warranty, maintenance, repair, safety

and training for the equipment

4.1.7. Relevant books and manuals

4.1.8. Other necessary matters required for acquiring and installing

the equipment (including checking of AITC building interface

and construction)

Warranty

5.1. The system shall be warranted for a duration of 1 year from the

date of definitive acceptance on the site against any operational

faults. The date of acceptance is the date when the whole system

is completely installed and its function is approved perfect in a

written format by KARI or its representative.

5.2. The warranty covers the replacement of faulty parts, the labor

required for repair, traveling cost, living fees and all associated

necessary costs.

5.3. The contractor or A/S teams shall submit the written plan for

repair within 48 hours after the reception of the notification of

fault. The contractor or A/S teams shall completely finish the repair

within 30 days after the reception of the notification of fault.

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5.4. For an urgent service during important testing period, the deadline

for action is 5 days from the reception of the notification of

service. To meet the deadline of the urgent service, KARI will notify

the contractor of the test start date and the period 2 weeks before

the test start date. The contractor shall stand by the A/S crews at

contractor's convenient place during the test period (up to 4

weeks).The contractor shall include a plan for these requirements

in the proposal.

5.5. To meet these requirements, the contractor shall propose a

detailed plan for the prompt repair in the proposal. The detailed

information (location, number of crews, resume, phone and FAX

numbers, e-mail address, etc.) of the A/S teams shall be shown in

the proposal and shall be approved by KARI.

Product supply schedule

The contractor shall meet the key points schedule as below;

(The supply schedule can be adjusted based on the building construction

schedule in KARI)

Items

Key Points Schedule

RF Power

amplifiers set

- Arrival at KARI : before the end of December 2016

- Installation & Finish site acceptance : before the

end of February 2017

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II. TECHNICAL REQUIREMENTS

1. General

Power amplifiers will be installed in amplifier room of Large EMC

chamber(LEMC, TH#11) in KARI as shown in Figure 2.1 & 2.2.

Fig. 2.1 Expected amplifier position in EMC chamber of KARI

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Fig. 2.2 Power amplifier configuration example in Amplifier room

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Fig. 2.3 RF connection in EMC chamber(example)

2. DETAIL SPECIFICATION

(1) System concept

A. Modular

"construction

system"

enables

individual

combinations with almost unlimited flexibility

B. Platform concept allows compact system dimensions for

customized configurations

C. Integral overall system design

D. RF adapted design

E. Rugged mechanical design

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F. Requried to efficient cooling

G. Flexible remote control : TTL, IEEE 488.2, RS-232C, USB and

LAN TCP/IP

H. MIL-Standard based system design in correspondence with

instrument safety regulations (VDE, CE)

(2) Environment condition

A. Temperature condition

Ambient temperature : 0℃ ~ 45℃

ii.

Storage temperature: -20˚C ~ +85˚C

B. Relative humidity : up to 95%

C. Location : normal laboratory environment

D. Operating altitude : up to 2000m above sea level

(3) Composition

A. RF Power amplifiers

Power amplifiers are composed by following items. Six amplifiers cover

frequency ranges of 4 kHz ~ 18 GHz. Output power for each amplifers

is decribed in Table 3.1.

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Table 3.1 RF Power amplifiers set

Equipment Operating Frequency

Output PowerNote1)

Remark

AMP 1

4 kHz ~ 400 MHz

More than 150 WNote2)

RS/CS test

AMP 2

10 kHz ~ 200 MHz

More than 5,000 WNote3)

Radiated susceptibility test

AMP 3

200 MHz ~ 1 GHz

More than 1,200 W

Radiated susceptibility test

AMP 4

1 GHz ~ 2.5 GHz

More than 250 W

Radiated susceptibility test

AMP 5

2 GHz ~ 8 GHz

More than 250 W

Radiated susceptibility test

AMP 6

8 GHz ~ 18 GHz

More than 250 W

Radiated susceptibility test

Note1) All output power mean output power @ 1dB compression point over the

operating frequency range

Note2) 60W (4kHz – 9kHz), 150W (9kHz – 400MHz)

Note3) 5,000W(9kHz – 100MHz) / 4,000W(100MHz – 220MHz)

B. External directional coupler

Directional coupler can be used to monitor fwd/rev power in output

port of power amplifier. Power Handling Capability for each couplers is

decribed in Table 3.2.

Table 3.2 External direction couplers

Equipment

Operating Frequency

Power Handling Capability

Coupler 1

4 kHz ~ 400 MHz

More than 150 W

Coupler 2

10 kHz ~ 200 MHz

More than 5,000 W

Coupler 3

200 MHz ~ 1 GHz

More than 1,200 W

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Coupler 4

1 GHz ~ 2.5 GHz

More than 250 W

Coupler 5

2 GHz ~ 8 GHz

More than 250 W

Coupler 6

8 GHz ~ 18 GHz

More than 250 W

C. RF Power Amplifier System Technical Specifications and

Acceptance Test Reports

D. Accessories

RF cable from AMP2 output to Access Panel (1ea)

ii.

RF cable from AMP3 output to Access Panel (1ea)

iii.

Waveguide adapter(WRD 750 to Precision N) for AMP6

1ea

iv.

Movable Rack for easily handling of AMP4, AMP5, AMP6

Controlling Units(2ea) for monitoring & handling RF Power

amplifier set

(4) Electrical Specification

A. Power amplifiers

Delivered power amplifiers should have performances more than defined

value in table 4.1 and 4.2.

Table 4.1 Electrical specification in low frequency power amplifiers

Item

Specification

AMP1

AMP2

AMP3

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Frequency Range

4kHz – 400MHz

9kHz~220MHz

200MHz~1000MHz

Output Power

More than 150W at

1dB

compression

point

over

the

operating frequency

range note1)

More

than

5,000W/4,000W

1dB

compression

point

over

the

operating

frequency

rangenote2)

More than 1,200W at

1dB

compression

point

over

the

operating

frequency

range

Gain

47.8 dB (4kHz –

9kHz)

51.8 dB (9kHz -

400MHz)

minimum 67 dB

minimum 60 dB

Harmonics

20dBc

for

2nd

harmonic

20dBc

for

3rd

harmonic

20dBc

for

2nd

harmonic

20dBc for 3rd harmonic

20dBc

for

2nd

harmonic

20dBc for 3rd harmonic

Line Power

Less than 35 kVA

12.5 kVA

Spurious (at PN)

-50

dBc

typical

(excluding harmonics)

-60

dBc

typical

(excluding harmonics)

-50

dBc

typical

(excluding harmonics)

Class of Operation

A-linear or AB-linear A-linear

A-linear or AB-linear

Overdrive

Protection

up to +10 dBm for

no damage

up to +10 dBm for no

damage

up to +10 dBm for no

damage

Input Impedance

50 Ohm nominal

Output Impedance

50 Ohm nominal

Input VSWR

<2:1 maximum

Load VSWR

2:1 maximum

6:1 maximum without

foldback

2:1 maximum

RF Input

N(female)

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RF Output

N(female)

EIA 1 5/8-f, standard

on rear panel

7-16-f,

standard

rear panel

Main Supply Power

200 – 264 V AC ±

10% / 47-63Hz

3 × 380V AC, 60Hz

Note1) 60W (4kHz – 9kHz), 150W (9kHz – 400MHz)

Note2) 5000W(9kHz – 100MHz) / 4000W(100 – 220MHz)

Table 4.2 Electrical specification in high frequency power amplifiers

Item

Specification

AMP 4

AMP 5

AMP 6

Frequency

Range

1 GHz~2.5 GHz

2 GHz~8 GHz

8 GHz~18 GHz

Output Power

More than 250 W at 1

dB compression point

over the operating

frequency range

More than 250 W at 1

dB compression point

over

the

operating

frequency range

More than 250 W at 1

dB compression point

over

the

operating

frequency range

Gain

62 dB ± 7.5 dB

Harmonics

dBc

for

2nd

harmonic

dBc

for

3rd

harmonic

1 dBc for 2nd harmonic

5 dBc for 3rd harmonic

8 dBc for 2nd harmonic

20 dBc for 3rd harmonic

Line Power

3000 VA

1500 VA

Spurious

(at

PN)

-50

dBc

typical

(excluding harmonics)

-50

dBc

typical

(excluding harmonics)

-50

dBc

typical

(excluding harmonics)

Class

Operation

A-linear

Overdrive

up to +10 dBm for no up to +10 dBm for no up to +10 dBm for no

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Protection

damage

damge

damage

Input

Impedance

50 Ohm nominal

Output

Impedance

50 Ohm nominal

Input VSWR

<2:1 typical

Load VSWR

2:1 maximum

RF Input

N(female)

RF Output

N(female)

WRD 750

Main

Supply

Power

200~264 VAC /47~63

B. Directional Coupler

Delivered directional couplers should have performances more than

defined value in Table 4.3 and 4.4

Table 4.3 Electrical specification in low-frequency directional coupler

Item

Directional Coupler Specification

Coupler 1

Coupler 2

Coupler 3

Frequency range

4 kHz to 400 MHz

9 kHz to 200MHz

80 MHz to 1,000 MHz

Power handling

capability

200 W

5,000 W

1,500 W

Coupling

40 dB ±0.5 dB

60 dB ±1.0 dB

50 dB ±0.3 dB

Insertion loss

<0.5 dB

<0.1 dB

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Ripple

±1 dB

±0.5 dB

VSWR(max.)

1.25 : 1

1.3 : 1

1.1 : 1

RF interface

N(female)

EIA 1 5/8”

7-16(female)

Table 4.4 Electrical specification in high-frequency directional coupler

Item

Directional Coupler Specification

Coupler 4

Coupler 5

Coupler 6

Frequency range

1 GHz~4 GHz

2 GHz~8 GHz

8 GHz~18 GHz

Power handling

capability

More than 500 W

Coupling

50 dB ± 1 dB

Insertion loss

<0.2 dB

VSWR(max.)

1.3:1

1.1:1

Ripple

± 1.0 dB

RF interface

N type

N-type

WRD W/G connector

C. RF Accessories

RF cable from AMP2 output to Access Panel (1ea)

RF cable from AMP3 output to Access Panel (1ea)

Waveguide adapter(WRD 750 to Precision N) for AMP6

1ea

Movable Rack for easily handling of AMP4, AMP5, AMP6

Controlling Units(2ea) for monitoring & handling RF

Power amplifier set

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(5) RF Power amplifier system structure

A. Power stage

- D/C Bias supply power source

B. Control stage

- Diagnostic function

C. Driver module

- Amplifier stage to drive high-power

D. Final stage

- Including output combiner

(6) RF characteristics

A. System parameters specified at rated output power (harmonic

distortion, spurious, power consumption etc.)

B. Standard operating range up to +45°C without degradation

C. Isolation of all individual RF transistors for optimum protection

against extreme mismatch and for providing a fault tolerant

system layout

D. VSWR optimized PIN-diode switches for optimum RF

matching

E. Reliable continuous operation without degradation including

+45°C

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(7) Power supply

A. Distributed design supporting a fault tolerant concept allows

continued operation with degraded performance

B. Individual power drains for all output transistors

Ideal supply conditions (individual sense lines)

ii.

Separate current and voltage limiting

iii.

Protection of output transistors against extreme mismatch

C. Enhanced efficiency for reduced source power requirements

D. Optimum supply and perfect protection of amplifier stages

(8) Mechanical design

A. RF modules milled from solid

RF shielding

ii.

heat dissipation

iii.

RF grounding

B. Massive base plates

thermal sources (transistors and load resistors) are directly

soldered onto massive base plates

C. All metal parts protected by surface passivation

protection from oxidation (corrosion)

ii.

excellent long term system stability

iii.

perfect system grounding

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D. Compact and rugged mechanical design for mobile

applications (ground, seaborne and airborne)

(9) Cooling System Design

A. Standard air cooling

special high efficiency heat sinks with double side assembling

ii.

highly efficient straight air flow

iii.

compact system layout

B. External Heat Exchangers convection cooling up to +50°C

no high capacity required for conventional air condition

ii.

less power consumption

iii.

compact size (compared to compression type)

C. Optimum system cooling to ensure high reliability and

extended lifetime

(10)Acceptance Test and Training

Following acceptance test shall be performed for all delivered

amplifiers.

A. Acceptance inspection

Unpacking

ii.

Visual inspection

iii.

Installation of the Amplifier in EMC chamber

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iv.

Electricity connection

RF cable connection

vi.

After attaching Dummy load which is provided by vendor,

output power check

vii.

Remote control line connection

viii.

Fill acceptance test results in the performance test report

sheet of appendix

B. Acceptance test items and methods

Electricity Availability

(a) KARI input power : single phase 200 V~220 V AC, 60Hz

AND 3 phases 380V AC, 60Hz

(b) Confirm Power amplifier operation availability with

KARI electrical source

ii.

Visual inspection

(a) Rack size considering amplifier room

(b) Exterior damage

(d) Mobility through wheels

(e) Internal air circulation panel

(f) Physical interface of RF input/output port

iii.

VSWR

For each power amplifier, VSWR of input/output ports shall be less

than 2:1.

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VSWR

AMP1

AMP2

AMP3

AMP4

AMP5

AMP6

Input

<2:1

Output

<2:1

<6:1

without

foldback

<2:1

iv.

Input overload

(a) Check of damage or not input power of 10 dBm for

sampling frequency

(b) Sampling frequency means selection of frequency

more than 1 point for frequency range of 100 MHz

Remote control interface

(a) Check the remote control availability using GPIB

interface module (production of KARI)

(b) Function of Power ON/OFF, HV ON/OFF should be

implemented using remote control

vi.

Check of Output power

(a) Output power linear region(@1 dB compression) of

power amplifers shall be more than following

specification.

AMP1

AMP2

AMP3

AMP4 AMP5 AMP6

Output

power

>150WNote1) >5,000WNote2) >1,200W

>250W

Note1) 60W (4kHz – 9kHz), 150W (9kHz – 400MHz)

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Note2) 5000W(9kHz – 100MHz) / 4000W(100 – 220MHz)

(b) Sampling frequency means selection of frequency

more than 1 point for frequency range of 100 MHz

vii.

Check of gain

(a) Gain of power amplifers shall be more than following

specification.

AMP1

AMP2

AMP3

AMP4

AMP5

AMP6

Gain

>47.8dB

>67dB

>60dB

>54dB

(b) Sampling frequency means selection of frequency

more than 1 point for frequency range of 100MHz

viii.

Check of harmonic

(a) Spurios(excluding harmonics) of power amplifers shall

be more than following specification.

AMP1

AMP2

AMP3

AMP4

AMP5

AMP6

Spurious <-50dB

<-60dB

<-50dB

<-50dB <-50dB <-50dB

(b) Sampling frequency means selection of frequency

more than 1 point for frequency range of 100MHz

ix.

Durability

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(a) After the power amplifier is operating during 2 hours,

technical performance should be maintained.

(b) Technical performance includes as follows :

- Transducer gain

- Output power

- Harmonic

If needed by request of a purchaser, Factory Acceptance Test

shall be performed in the place of production.

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III. Bidder Instruction

1.1. Qualification of Bidders

(1) Bidder shall have experience of installation, operation, arranging,

integration of power amplifiers(which are equal or more power amplifiers

in this proposal) to be installed in EMC chamber.

(2) The qualifying statement for above requirements and support materials

shall be included in the Proposal.

(3) Bidder shall be in possession of all the necessary licenses, in effect as

of the Bid Closing Date, required for the development of RF Power

amplifier as described in this RFP.

1.2. Submittal of Proposal

The proposal shall be hand-carried or sent via appropriate express courier to

KARI personnel or his designee within the Bid Closing Date and Time. A deputy

shall submit the power of attorney and a copy of his identification.

1.2.1. Number of copies

The Proposal should be made in six (6) copies of technical proposal and one

(1) of price proposal in English. In case of any discrepancies between the

Proposals, the original hardcopy shall prevail.

1.2.2. Bid closing date

The closing time for the Proposal is June 07, 2016 14:00 local time. If any part

of the Proposal as required under this RFP is submitted after the stipulated

closing time, the entire Proposal will be deemed late. KARI in its absolute

discretion may exclude any late from further consideration.

1.2.3. Point of contact

Besides the Proposal submission, the point of contact for all communications

for technical matters shall be

Mr. Jae-Woong JANG

Space Test Division

Korea Aerospace Research Institute (KARI)

169-84 Gwahakro, Yuseong-Gu

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Daejeon, 34133, Korea

Tel : +82-42-860-2977

Fax: +82-42-860-2234

E-mail : jjw0302@kari.re.kr

The communication between KARI and prospective Bidders for contractual

matters (Terms and Conditions) shall be controlled through the following

designee:

Mr. Jung-Nam CHO

Senior Administrator of Procurement Team

Korea Aerospace Research Institute (KARI)

169-84 Gwahakro, Yuseong-Gu

Daejeon, 34133, Korea

Tel : +82-42-860-2613

Fax: +82-42-860-2666

E-mail : jncho@kari.re.kr

Bidder’s information on the points of contact shall include the name,

title/position, telephone number, E-mail address, and facsimile number.

1.2.4. Information on the evaluation

The evaluation of the Proposals will be performed by the evaluation

committee in KARI. The following evaluation guidelines are for information

only, and the evaluation committee reserves the right to modify the guidelines

without any prior notification to Bidders.

Principles of evaluation are as follows;

(1)

Subject to an initial review of the Proposal, KARI may send to

Bidders a set of questions for clarification and supplementation to the

Proposal, and the evaluation will be made based on the Proposal and

the answers received from Bidders.

(2)

The evaluation will be performed for the technical part of the

proposal first, and the price proposal will be evaluated considering the

quality of proposed technology and work package contents.

(3)

The evaluation committee may select a few best qualified and

compliant Proposals and may request the selected Bidders to submit

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the best and final Proposal including cost adjustments to the items

needed for normalization of the work to be performed and the

specifications to be achieved.

(4)

The evaluation will be based on the baseline work scope. Any

optional propositions will be evaluated separately.

(5)

The result of the evaluation is at the proposal evaluation

committee’s discretion based on the evaluation process and any

Bidders shall not raise any objection regarding proposal evaluation

committee’s decision thereupon.

1.3. Validity of Proposal

Proposal shall be valid for three (3) months from the Bid closing date and upon

KARI’s request, shall be extended for another three (3) months.

1.4. Bid Bond

1.4.1. Amount of Bid Bond

Bidder shall establish a bid bond in favor of KARI not later than the Bid

Closing Date and submit the certificate to KARI along with this Proposal. The

total amount of the bid bond shall be at least five (5) percent of the total

bidding price. The bid bond shall remain valid for three (3) months, and if the

Bid validity is extended as per Section 1.3, the bid bond shall also be

extended accordingly.

1.4.2. Bid Bond Establishment Method

The bid bond in Section 1.4.1 hereinabove shall be issued by the Seoul

Guarantee Insurance Company in the form of a surety bond or by first class

international bank in the form of an irrevocable letter of credit and advised

through “Woori Bank” (Daejeon Branch at 29 Munye-ro, Seo-gu, Daejeon,

35241 Korea, Tel: +82-42-488-9704, Ext. 312 / Fax:+82-505-003-0759). The

bond shall be available by KARI’s request on the Seoul Guarantee Insurance

Company or by KARI's draft at sight drawn on the Bank, accompanied with

the statement of KARI stating that Bidder has refused to enter into a Contract

with the terms and conditions in the RFP as amended, if any, that Bidder has

hindered the fair bidding by fraud or misrepresentation, or that Bidder has

withdrawn its Proposal after the Bid Closing Date. The bid bond shall contain

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the substantial part of the terms and conditions of the bond, date of

establishment, account, amount, payment terms, and date of expiry, etc.

1.4.3. Bid Bond Return

The bid bonds will be released upon the instructions of KARI, without interest,

promptly after KARI’s selection of the Successful Bidder.

1.4.4. Contractor’s Bid Bond

When the Contract is executed, the bid bond shall be released upon the

instructions of KARI to the Contractor, without interest, promptly after the

Contractor shall established a performance bond in favor of KARI.

1.5. Questions and Modifications

Any questions as to the intent and clarity of the RFP may be asked to KARI’s

point of contact as specified in Section 1.2.3 by E-mail, fax or letter before the

Bid Closing Date.

After the Bid Closing Date, Bidders shall not amend, modify, or supplement the

Proposal, or submit any other documents to KARI, except with KARI's written

request.

KARI may ask, in writing, questions as to the intent and clarity of the Proposal

to Bidders or request the Bidders to provide supplementary information or data.

1.6. No Contractual Obligation

This RFP shall not be interpreted as an offer for a Contract or any type of

guarantee by KARI. It is KARI's sole discretion whether or not to allow the

Contract award to any Bidder. KARI owes no responsibility or obligation to

select the Contractor among Bidders.

This solicitation for the Proposal shall neither be construed to create an

obligation on KARI to enter into a contractual instrument, nor shall it serve as a

basis for any claim for reimbursement of costs for the effort to prepare, submit,

amend, revise or supplement the Proposal, and other related documents

expended by Bidder regardless of whether or not Bidder is successful in

receiving an award as a result of the solicitation.

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1.7. Acceptance/Rejection of Bids

KARI reserves the right to accept or reject any Bidding, and to amend the

Bidding process and reject all Biddings at any time prior to the award of the

Contract without thereby incurring any liability to the affected Bidder(s), and

KARI is not under any obligation to inform the affected Bidder(s) of the ground

for its action.

1.8. Selection of Successful Bidder

The Successful Bidder will be selected by the evaluation committee among the

Bidders subject to the evaluation of the Proposals.

1.9. Contract

The Contract period for the Development and Procurement of the RF Power

amplifiers Set for Large EMC Test Facilities will be from EDC to the installation

and Site Acceptance.

The Terms and Conditions as presented in Chapter IV. of this RFP is the

baseline requirement for the Contract negotiation, and will be the basis of the

Contract.

1.10. Language and Measurement Unit

The Proposal and any documents submitted to KARI under this RFP and

communication and the Contract language shall be in English or Korean.

"Système Internationale" (SI, hereafter) units shall be used for measurements

and quantities in the Proposal and all the accompanying documents.

1.11. Pricing Requirements

Any price or rate proposed by Bidder shall be firm and fixed, not subject to

change for a price escalation for the entire period of the Contract.

Any kinds of taxes and duties arising in connection with Bidder’s work under this

RFP and under the eventual Contract shall be Bidder’s responsibility, except for

the customs duties levied in Korea.

The price shall be inclusive of any cost or charge incurred due to delivery of any

equipment, hardware, software or documentation to KARI or its designated

point of delivery.

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1.12. Certificate and Government Approvals

Bidders shall receive the government approval and certificates (e.g. E/L) in

relevant countries, necessary for Bidder's work for the Development and

Procurement of the RF Power amplifiers Set. Bidder's ability and plan to get

such approval and certificates shall be submitted to KARI, together with any

appropriate assurance letters from the relevant governments, in the proposal.

1.13. Confidentiality

There shall be no news releases, public announcements, denials or

confirmation in connection with this RFP or Contract award without the prior

written approval of KARI.

All documentation submitted in response to this RFP shall be marked

"COMMERCIALS-IN-CONFIDENCE" on the first page of each document. All

elements of the RFP shall be kept confidential, and shall not be intentionally

disclosed by Bidder to the third parties.

1.14. Withdrawal of Proposal

Bidder may withdraw its Proposal at any time before the Bid Closing Date.

Withdrawal shall be made in writing, and shall be received by KARI before the

Bid Closing Date.

1.15. Property of Proposal

All documents submitted in response to this RFP shall become the property of

KARI and will be retained by KARI.

1.16. Expenses

Expenses incurred by Bidders in connection with the preparation, submittal, and

any subsequent clarification or negotiation activities are for their own account

and will not be reimbursed by KARI.

1.17. Governing Law

This RFP and the Contract shall be construed in accordance with and governed

by the laws of the Republic of Korea.

1.18. Arbitration

Any disputes in relation to, and under the RFP and the Contract shall be

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resolved through arbitration in Seoul, Korea, under the Rules of the Korean

Commercial Arbitration Board.

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IV. General Terms and Conditions

Preamble

This Contract is made on , 2016 by and between Korea Aerospace

Research Institute (“KARI”) established under the law of the Republic of Korea

with its principal office at 169-84 Gwahakro, Yuseong-gu, Daejeon 34133 Korea,

and (“Contractor”) established under the law of with its principal

office at .

Witnesseth

WHEREAS, KARI has a satellite assembly, integration and test center

(hereinafter referred to as ‘AITC’) for the purpose of the effective development

of domestic satellites;

WHEREAS, KARI plans to install RF power amplifier systems, remote control

panel, relating cable lines and bi-directional couplers in amplifier room of the

Large EMC chamber; and

WHEREAS, Contractor has first-hand experience of this field and is willing to

developing, supplying and installing the RF Power amplifiers Set to KARI.

NOW THEREFORE, in consideration of the premises and the mutual covenants

hereinafter contained, KARI and Contractor have agreed as follows:

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Article 1. Definition

In this Contract, the following words and phrases shall have the meanings as

indicated below, unless the context wherein they are used clearly indicates

another meaning:

1.1 Associates mean all individual or legal entities organized under public or

private law, who shall act, directly or indirectly, on behalf of KARI or

Contractor, or at the direction of either Party to this Contract to fulfill the

obligations undertaken by such Party in this Contract, including, without

limitation, the employees of each Party, their suppliers and

Subcontractors.

1.2

AITC means satellite assembly, integration and test center in KARI.

1.3

Contract means this Contract for the delievery of the RF Power

amplifiers Set, including Appendices as attached hereto, and all

amendments that may be subsequently agreed to by the Parties in

accordance with the terms and conditions of this Contract.

1.4

Contractor means .

1.5

Contract Price means the amount of Contract. If there is any change in

Contract Price due to any reason, then the Contract Price means current

total amount of Contract.

1.6

Deliverable Data means any technical data as enlisted in Appendix B-1

“Statement of Work” that Contractor shall deliver to KARI and any

related data thereof under this Contract.

1.7

Deliverable (Delivery) Item(s) means the RF Power amplifiers Set, and

information as enlisted in Appendix B-1 “Statement of Work” that

Contractor shall deliver to KARI.

1.8

EDC means the Effective Date of this Contract.

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1.9

EMC means is the branch of electrical engineering concerned with the

unintentional genearion, propagation and reception of electromagnetic

energy which may cause unwanted effects such as electromagnetic

interference or even physical damage in operational equipment.

1.10

Event(s) of Force Majeure means any act of God, war, whether or not

declared, act or failure to act of any government in its sovereign capacity,

fire, earthquake, flood, epidemic, quarantine, nuclear incident, or any

other act beyond the reasonable control and without the fault of either

Party or its Subcontractors.

1.11

Factory Acceptance means KARI’s pre-shipment inspection or audit

including the testing activities for Deliverable Item at Contractor’s facility.

1.12

KARI means Korea Aerospace Research Institute.

1.13

Party or Parties means KARI or Contractor, or both, according to the

context.

1.14

Site Acceptance means final acceptance by KARI of the Deliverable

Item at KARI site in accordance with Article 13 “ Inspection and Site

Acceptance”.

1.15

Subcontract means any subcontract, including purchase orders and all

similar forms of agreements at any tier under this Contract.

1.16

Subcontractor means a contractor under any Subcontract including

suppliers and vendor.

1.17

Third Party(ies) means any individual or legal entity other than the

Associates and the Parties.

1.18

Work(s) means whole or any part of the work, but not limited to review

meeting, delivery, installation, test, training, warranty and maintenance,

to be executed by a Contractor in accordance with this Contract.

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Article 2. Objective

2.1

The objective of this Contract is to procure the qualified the RF Power

amplifiers Set through the effort of the Contractor. To accomplish this

objective, Contractor shall perform all the Works under this Contract

required for design, manufacture, qualification, test, installation, training,

warranty and maintenance as well as the delivery of Deliverable Item to

meet the requirements and specification of this Contract.

Article 3. Contract Documents

3.1

This Contract shall comprise the following documents, as amended from

time to time by written agreement by and between both Parties:

[A] Terms and Conditions

[B] Appendices

B-1. Statement of Work

B-2. Performance test report

3.2

In the event of any inconsistency or discrepancy between or among the

Contract documents as listed in Article 3.1 above, the Contract

documents shall be applied in the decreasing order (from [A] to B-2) of

precedence.

3.3

In the event of any dispute or difference between the Parties in the

interpretation of this Contract as a result of the application of the

Appendices as specified in Article 3.1, Contractor's Proposal dated

____________ submitted to KARI in anticipation of this Contract in

response to KARI's Request for Proposal dated ____________ shall be

used as a reference document to identify and clarify the intention and

understanding of the Parties as contemplated in this Contract, and both

Parties shall in good faith seek an agreement or a compromise

acceptable to both Parties without modification or amendment to this

Contract.

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Article 4. Responsibilities of the Parties

4.1

Responsibilities of KARI

4.1.1 KARI shall make a payment to Contractor in accordance with Article 6

“Terms of Payment”.

4.1.2 In accordance with Appendix B-1 “Statement of Work”, KARI shall

provide any reasonable support including facilities, equipment and

information in order for Contractor to fulfill the installation of the RF

Power amplifiers Set at KARI site.

4.1.3 KARI shall provide reasonable cooperation and support in order for

Contractor to obtain any government approval.

4.2

Responsibilities of Contractor

4.2.1 Contractor shall have all responsibilities for the development, delivery

and installation of the RF Power amplifiers Set to KARI in a timely

manner as required and defined under this Contract without any charges

to KARI.

4.2.2 Contractor shall provide all Work including the installation, training,

warranty and maintenance and technical support required and stated

under this Contract to KARI.

4.2.3 Contractor shall obtain any government approval including the export

license to provide KARI with the RF Power amplifiers Set.

Article 5. Contract Price

5.1

For the full, satisfactory and timely performance of the Work by the

Contractor in accordance with the provisions of the Contract, KARI

hereby agrees to pay to the Contractor Euros/USD (TBD), in

accordance with the terms of payment as stipulated in Article 6 “Terms

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of Payment”.

5.2

The Contract Price as specified in Article 5.1 above shall be firm and

fixed price that is not subject to any escalation or to any adjustment or

revision by reason of the increase of actual costs incurred by Contractor

in the performance of the Work under this Contract, unless otherwise

agreed to by both Parties under Article 21 “Changes”.

5.3

The Contract Price as specified in Article 5.1 above shall be comprised

of the following items.

Items

Qty

Price (€/USD)

PWR AMP1 (150W, 4k~400M) with coupler

PWR AMP2 (5000W, 10k~200M) with coupler

PWR AMP3 (1200W, 200M~1G) with coupler

PWR AMP4 (250W, 1G~2.5G) with coupler

PWR AMP5 (250W, 2G~8G) with coupler

PWR AMP6 (250W, 8G~18G) with coupler

Total

5.4

All banking charges incurred in Korea shall be borne by KARI and

those charges incurred outside Korea shall be borne by Contractor.

Article 6. Terms of Payment

6.1 Payment Schedule

6.1.1

Payment shall be executed after the establishment of performance

bond in accordance with Article 7 “Performance Bond”.

6.1.2

KARI shall pay to Contractor the Contract Price as stipulated in Article

5.1 in accordance with the following schedule:

No. Payment milestone

Payment due

Payment

Percentage of

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(in Month)

date

(USD/€)

Contract Price

(%)

EDC

EDC+ 1M

DR (EDC+ M)

EDC+ M

TRR (EDC+ M)

EDC+ M

FAR (EDC+ M)

EDC+ M

SAR (EDC+ M)

EDC+ M

Total

100 %

* “EDC” means the Effective Date of this Contract in accordance with Article

23.1 “Effective Date of Contract”.

* “DR” means the Design Review.

* “TRR” means the Test Readiness Review at Contractor site.

* “FAR” means the Factory Acceptance Review at Contractor site.

* “SAR” means the Site Acceptance Review at KARI site.

6.2

Billing Procedure

6.2.1

All invoices Contractor submits for payment shall be in duplicate

signed by an authorized company official and received by KARI at

least thirty (30) days before the payment due dates as specified in

Article 6.1.

6.2.2

All payments shall be made in US dollars/Euros by telegraphic transfer

to the bank account as designated by Contractor in its invoices, by the

payment due dates as stipulated in Article 6.1, but or not later than

thirty (30) days after KARI's receipt of Contractor's invoices whichever

becomes later.

6.3

Suspension of Payment

6.3.1

Notwithstanding any provisions of this Contract, if any payment

milestone as set forth in Article 6.1.2 has not been accomplished for

any reasons attributable to Contractor, KARI may, with an advance

notice, suspend all payments due until both Parties agree that the

delayed payment milestone has been accomplished.

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6.3.2

In the event of KARI's suspension of payment under Article 6.3,

Contractor shall nevertheless continue to perform its obligations under

this Contract regardless of whether KARI is entitled to suspend the

payment.

6.4

Deduction of Payment

6.4.1

All losses, costs, charges, damages and expenses which KARI incurs

or sustains by reason of any act, default or omission of the Contractor

in the performance of the Contract and any other amounts which KARI

is entitled to receive from the Contractor may be deducted from any

payment that may be or become due to the Contractor from KARI.

6.4.2

A prior written notice given by KARI accompanied with documents

stating the amount due to KARI referred to in Article 6.4.1 and the

reason of deduction shall be prima facie evidence of the matters stated

herein.

Article 7. Performance Bond

7.1

Contractor shall establish a performance bond within three (3) weeks

after EDC in favor of KARI in the value of ten percent (10 %) of the

Contract Price, in the form of an irrevocable and unconditional

standby letter of credit available by KARI’s draft at sight.

7.2

The entire amount covered by the performance bond shall be payable

to KARI on demand together with KARI’s written statement to the

effect;

(a) that there was a default of the Contractor in the performance of the

Contract (including Subcontractor’s default under the Subcontract),

(b) that any amount KARI is entitled to receive from Contractor has not

been paid by Contractor to KARI through any other means, or

pursuant to the Article 13 “Inspection and Site Acceptance” falls

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below the warranted level specified by the Contract and as far as

no remedy is brought by Contractor, or

(d) that this Contract was terminated by Contractor’s breach as

specified in Article 19.2.

Whenever any amount has been withdrawn by KARI due to such cases

of (a), (b) and (c) as above, performance bond shall be replenished.

7.3

The letter of credit shall be issued by the Seoul Guarantee Insurance

Company in the form of a surety bond or by first class international

bank acceptable to KARI. The letter of credit shall be drawn in favor of

KARI and advised through the Woori Bank (Daejeon Branch at 29

Munye-ro, Seo-gu, Daejeon, 35241 Korea, Tel: +82-42-488-9704, (Ext.

312)/ Fax: +82-505-003-0759) and shall remain valid until the end of

warranty expiration. The letter of credit shall not be amended, modified

or canceled without KARI's prior written consent.

7.4

It is hereby agreed between the Parties that payment from the

Performance Bond under this Article 7 shall not affect any other KARI's

rights, privileges, interests or remedies under this Contract or the

applicable law.

Article 8. Deliveries

8.1

General

8.1.1

Contractor shall deliver Deliverable Item in accordance with the

defined schedule and method as set forth in Appendix B-1 “Statement

of Work”.

8.1.2

Contractor agrees that delivery or provision of time and place under

this Contract, whether specifically provided for or not, or in subsequent

amendments thereto, are of the essence of this Contract.

8.1.3

Contractor shall be responsible for all applicable taxes imposed

outside Korea including any customs duties and charges of any nature

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levied on Deliverable Item, spare parts, spare materials, tools,

consumables and ancillary equipment as well as any charges

associated with the transportation.

8.2

Delivery to KARI

8.2.1

Contractor shall deliver Deliverable Item under the rule of FCA TBD

airport (Free Carrier in accordance with the Incoterms 2010) in

accordance with the delivery schedule of this Contract.

8.2.2

To obtain import certification, Contractor shall notify KARI by e-mail

(address is “jjw0302@kari.re.kr” for Mr. Jae-woong JANG and

“jncho@kari.re.kr” for Mr. Jung-Nam CHO) fourteen (14) calendar days

prior to each shipment with one set of proforma invoice and packing

list specifying the number of boxes, name of Items, unit price, and size

and volume of each container or box to be shipped. As soon as each

shipment as provided for in this Article is made, Contractor shall send

one (1) copy of the following shipping documents to KARI by e-mail;

(a) Clean on board vessel bill of lading/or airway bill of lading,

(b) Commercial invoice,

(d) Weight and measurement list,

(e) Manufacturer's Inspection Report,

(f) Certificate of Origin (if possible), and

(g) Export License (if any).

Article 9. Delay

9.1

Excusable Delay

9.1.1

Neither Party shall be responsible to the other Party for any delay in

performing its obligations under this Contract due to any Events of

Force Majeure.

9.1.2

The Party whose performance of obligations hereunder has been

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affected by any Events of Force Majeure shall notify the other Party

within ten (10) days thereafter by sending a detailed statement and

sufficient evidence with respect thereto, and promptly of any

subsequent change in the circumstances, if any. The affected Party

shall exercise its best efforts under the circumstances to remove or

remedy the Events of Force Majeure and the effects thereof and

resume full performance hereof as soon as possible.

9.1.3

Notwithstanding Article 9.1.1 hereof, any such delay that has not been

notified to the other Party or any delay of performance of the affected

Party falling due after delay, failure or incompleteness in exercising the

pertinent best efforts to remove or remedy the pertinent Events of

Force Majeure or the effects thereof pursuant to Article 9.1.2 hereof

shall not be excused for any reason whatsoever.

9.1.4

The Party who has received or is entitled to duly receive the notice of

Events of Force Majeure under Article 9.1.2 hereof may suspend

performance of its obligations which shall be due subsequent to such

Events of Force Majeure, until the other Party has effected such

delayed performance to the full extent after and in view of such Events

of Force Majeure.

9.2

Non-Excusable Delay

9.2.1

In the event that, unless otherwise excused by virtue of this Contract,

any reason attributable to KARI or the governing or applicable law,

Contactor delays the provision or delivery of Deliverable Items as

stipulated under this Contract, Contractor shall pay for damages as

defined in the Article 9.2.2 to KARI as a result of such delay.

9.2.2

Contractor acknowledges and agrees that the timely provision or

delivery of the Deliverable Item as stipulated under this Contract or its

performance of other obligations under this Contract is essential to

KARI, and that such delay as provided for in Article 9.2.1 hereof may

cause substantial financial loss or damage to KARI’s rights, interests,

privileges and benefits, which may not be assessable or recoverable.

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Both Parties therefore specifically agree that in the event of such loss

or damage caused by delay attributable to Contractor, its

Subcontractor or any of its agents, Contractor shall pay KARI as

liquidated damages zero point one five percent (0.15%) of Contract

Price per day of such delay. In no case, however, shall the aggregated

liquidated damages exceed ten percent (10%) of Contract Price. It is

also agreed by both Parties that KARI shall be entitled to terminate this

Contract for Contractor’s breach, only if the aggregated liquidated

damages under this Article, excluding those days of delay excused by

KARI in writing, exceeds ten percent (10%) of the Contract Price.

9.2.3

This Article shall not affect other remedies, rights, privileges, interests,

benefits of KARI under this Contract or the governing or applicable law.

Contractor agrees that any right of KARI under this Article is not an

alternative or substitute to other remedies, rights, privileges, or

interests of KARI, and that Contractor’s correction of such defect or

non-conformity under this Article does not relieve Contractor from any

liability to KARI which may arise under this Contract of the governing

or applicable law as a result of such defect or non-conformity.

9.2.4

For the purpose of this Article, any action or omission of Contractor’s

Subcontractor, agent, or servant, de facto or de jure, shall be deemed

to be Contractor’s own.

Article 10. Taxes and Duties

10.1

In the event taxes are charged in Korea, KARI shall be fully

responsible for payment of such taxes. Contractor shall be fully

responsible for the payment of all applicable taxes imposed outside

Korea including any customs duties and charges.

10.2

Neither Party shall be responsible for paying the customs duties, and

related taxes, fees, or charges for the personnel and the personal

belongings of the other Party.

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10.3

The Contractor shall further comply with instructions KARI may issue

from time to time in order to facilitate any exemptions or reductions

from customs duties and other taxes that might be levied on KARI and

shall impose the same obligations on its Subcontractors.

Article 11. Intellectual Property

11.1

KARI shall own and have a right to use, without any obligation, all the

Deliverable Items provided by Contractor in its performing this Contract.

Contractor shall take all necessary precautions so that all the

Deliverable Items supplied hereunder shall be free from infringement

of any patent, design patent, trademark, utility model or any other

industrial property right, copyright, license or any other right thereunder

of any Third Party.

11.2 In the event that any Party other than Contractor claims or threatens to

claim infringement by KARI with respect to such use of the Deliverable

Items, Contractor shall defend, hold harmless, and indemnify KARI from

such infringement claims.

11.3 This Article will survive the completion of the Contract, any termination,

cancellation or expiration of the Contract in any manner whatsoever.

Article 12. Factory Acceptance

12.1

The Factory Acceptance of the RF Power amplifiers Set shall occur only

after:

(a) all specified tests to be performed by the Contractor under the

Contract for the RF Power amplifiers Set have been completed in

accordance with the Contract; and

(b) the Contractor has demonstrated to KARI that the RF Power

amplifiers Set meet the specifications and requirements in this

Contract; and

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Contractor prior to the shipment of the RF Power amplifiers Set

have been met,

in which case KARI shall accept, in writing, the RF Power amplifiers Set subject

to the provisions set forth below.

12.2

Subject to the conditions as set forth in Article 12.1 above, a Factory

Acceptance of the RF Power amplifiers Set shall be occurred in

accordance with Appendix B-1 “Statement of Work”. If KARI

determines that the RF Power amplifiers Set is unacceptable, it shall

notify the Contractor, in writing, the reasons therefore.

12.3

If the RF Power amplifiers Set is determined to be unacceptable,

Contractor shall, at its expense, promptly repair or replace the RF

Power amplifiers Set so that it shall comply with the Contract

specifications and requirements, and Contractor shall hold the

additional FAR of such repaired or replaced the RF Power amplifiers

Set for KARI’s confirmation. The Contractor shall present to KARI the

root cause and the result of such repair or replacement. Such repaired

or replaced the RF Power amplifiers Set shall be accepted in

accordance with the requirements of Article 12.1.

12.4

For the Factory Acceptance, KARI, at all times during the performance

of this Contract, shall have the right to do the following activities at the

Contractor’s facilities or other relevant facilities under this Contract;

(a) Access the Items, testing activities and data, related to, used for,

prepared or generated in connection with this Contract, and

(b) Witness all qualification and acceptance testing of the Deliverable

Items to be delivered or provided under this Contract including all

tests used for the purpose of demonstrating qualification.

12.5

Contractor shall make such data and documentation, equipment and

facilities available to KARI upon KARI’s request and KARI’s selection

for such purposes. Contractor shall deliver copies of design and test

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data and other technical data, excluding financial data, required to

evaluate technical problems or non-performance that may occur during

the performance of this Contract. Such documentation and data shall

also be available for KARI to make copies thereof.

Article 13. Inspection and Site Acceptance

13.1

KARI shall carry out inspection of the Deliverable Item within thirty

(30) days after delivery to KARI. In the event that KARI discovers that

any Deliverable Item provided or delivered pursuant to Article 8

“Deliveries” are defective or non-conformity during the inspection,

KARI shall promptly notify Contractor thereof and provided that such

defect or non-conformity is not attributable to KARI, Contractor shall

promptly remedy such defect or non-conformity and retest. In addition,

if remedying such defect or non-conformity would substantially delay

as compared to the period required to complete such substitution,

Contractor shall promptly provide substitute Items. Upon the remedy

of such defect or non-conformity that the requirements of this

Contract are satisfied in all respects or upon the provision of

substitute Items, Contractor shall notify KARI of the details of the

remedy undertaken by Contractor.

13.2

The Site Acceptance of the RF Power amplifiers Set shall occur only

after:

(a) the Contractor shall successfully install the RF Power amplifiers

Set at Large EMC Test Facilities in KARI; and

(b) the performance of the RF Power amplifiers Set after such

installation under the Contract shall meet the specifications and

requirements in this Contract; and

Contractor have been met,

in which case KARI shall finally accept, in writing, the RF Power amplifiers Set

subject to the provisions set forth below.

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13.3

Subject to the conditions as set forth in Article 13.1 above, the Site

Acceptance of the RF Power amplifiers Set shall be occurred only

when the inspection has successfully completed at KARI site in

accordance with Appendix B-1 “Statement of Work”. After Site

Acceptance, KARI’s authorized representative shall notify the result of

Site Acceptance in writing. If KARI determines that the RF Power

amplifiers Set is unacceptable, it shall notify the Contractor, in writing,

the reasons therefore. If such written Site Acceptance letter is not

given to Contractor, within thirty (30) days after Site Acceptance of

Deliverable Item, the Deliverable Item shall be deemed to have been

accepted by KARI.

13.4

If the RF Power amplifiers Set is determined to be unacceptable, both

Parties shall jointly investigate the root cause and if the root cause is

attributable to the Deliverable Item, then it shall be considered as

non-delivery and Contractor shall, at its expense, promptly repair or

replace the RF Power amplifiers Set so that it shall comply with the

Contract specifications and requirements. Such repaired or replaced

Item shall be accepted in accordance with the requirements of Article

13.1 and 13.2.

13.5

The Parties agree that the acceptance of the Deliverable Item under

this Article shall not be interpreted or construed to mean that such

Item is free of all defects and conform in all respects with the

requirements of this Contract, and Contractor shall not be entitled to

any additional costs incurred or to recover any damages suffered due

to defects in the Item or KARI’s rejection of the Item.

Article 14. Spare Parts and Erection Tools

14.1

Contractor shall provide KARI with all list and delivery time of spare

parts/erection tools for KARI's use for consumable and five (5) years

of operation as per the Scope of supplies specified in Contract

Specifications.

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14.2

Contractor shall guarantee that spare parts/erection tools can be

made available for ten(10) years.

Article 15. Indemnification

15.1

Contractor shall indemnify and hold KARI, its officers, agents,

servants, employees, subsidiaries, successors, and assignees, or any

of them, harmless from any and all loss, damage, liability or expense

resulting from damage to all tangible property and injuries including

death, to all persons, in the circumstances caused by its act or

omission in the performance of the Work, and shall pay all expenses,

including reasonable attorneys’ fees, and satisfy all judgments as

may be incurred by or rendered against them, or any of them.

Article 16. Licenses, Clearances and Permits

16.1

Unless otherwise specified in this Contract, each Party is responsible

for obtaining all government approvals from any government authority

which has jurisdiction and authority to require such approvals,

including, but not limited to, licenses, visas, and permits necessary to

carry out such Party’s obligations in accordance with this Contract.

KARI is responsible for obtaining any necessary Korean government

approvals, and Contractor is responsible for all other government

approvals.

16.2

The Parties shall cooperate and provide each other, upon request of

and without cost to the other Party, all reasonable and necessary

assistance in obtaining any and all governmental approvals, which

they respectively are required to obtain pursuant to this Contract.

16.3

Each Party shall be solely responsible for any expenses incurred in

obtaining the approvals, which are required under this Article. The

Parties shall provide to each other, upon request of and without cost to

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the other Party, suitable documents or other reasonable evidence to

show that they have obtained any and all governmental approvals,

which they respectively are required to obtain pursuant to this Contract.

Article 17. Confidentiality

17.1

Each Party shall confidentially treat all documents, data, materials

and information supplied by one to the other, and shall not disclose

the above to any Third Party, and shall not use the above for any

other purpose than for the performance of this Contract without prior

written consent from the other Party. However, this Confidentiality

obligation shall not be apply to the information which is made

available to the general public.

Article 18. Warranty and Maintenance

18.1

Any patent, utility, design, copyright, technical know-how and any

other type of intellectual property used by Contractor, its

Subcontractors, servants, or agents, or delivered or provided to KARI

directly or indirectly in connection with this Contract shall be free of

any infringement actions by any Third Party claiming its rights or

interests with regard thereto in disposing with in accordance with this

Contract.

18.2

The Deliverable Item and its installation supplied and performed by

Contractor or its Subcontractors hereunder shall be in good working

order and free from all defects in workmanship and materials and

shall comply with the requirements of this Contract. Warranty period

for the Deliverable Item shall be one (1) year from the date of

successful Site Acceptance.

18.3

Upon the receipt of written notification from KARI that the Deliverable

Item delivered by Contractor or its Subcontractors is defective or non-

confirming, the Contractor shall repair or replace, at Contractor’s

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option and its own expense, such Deliverable Item so as to comply

with the above warranties.

18.4

The Contractor shall not be entitled to any additional costs (for

instance, the cost for the repair or replacement of faulty parts at its

option, the labor cost required for repair, traveling cost, per diem and

all associated necessary costs) incurred or to recover any damages

suffered due to defect in the Deliverable Item or rejection of the

Deliverable Item by KARI.

18.5

Contractor shall submit the written plan for repair within forty eight

(48) hours after the reception of KARI’s notification of fault and shall

completely finish the repair within thirty (30) days after the receipt of

KARI’s written notification of fault.

18.6

For an urgent service during any important test period using the RF

Power Amplfiers Set, The remedy of warranty is five (5) days from the

receipt of KARI’s written notification of service. To meet the deadline

of the urgent service, KARI will notify Contractor of the test start date

and the period two (2) weeks prior to the test start date. Contractor

shall stand by the A/S crews at Contractor's convenient place during

the test period (up to four (4) weeks). Contractor shall include a plan

for these requirements.

18.7

Both Parties acknowledge that the breach of a warranty may result in

serious damages to KARI’s right, interests, privileges, and benefits,

de facto or de jure, or loss of KARI’s profits. If a breach of warranty

has not been cured within thirty (30) days from the date of KARI’s

written notification to Contractor of such breach, Contractor shall pay

all the damages to KARI due to the breach of any warranty.

18.8

The right and remedies provided under this Article 18 are in addition

to any other rights or remedies available to KARI under the Contract

or applicable laws.

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Article 19. Termination

19.1

Termination for Events of Force Majeure

19.1.1

In the event that the excusable delay under Article 9 “Delay” exceeds

three (3) months for any single Events of Force Majeure or six (6)

months in the aggregate for all Events of Force Majeure, KARI, at its

sole discretion, may declare frustration of this Contract, and terminate

the whole or any part of this Contract by sending a three (3) days

prior notice to the Contractor.

19.1.2

In the event that the Contract is terminated for Events of Force

Majeure, Contractor shall be entitled to the payments received and

payments due as of the date of termination, in which case Contractor

shall return fifty percent (50%) of the amount paid by KARI under this

Contract. KARI shall return the Deliverable Items to Contractor. And,

Contractor shall return all of the KARI furnished items in its original

configuration.

19.2

Termination for Breach

19.2.1

KARI may, by written notice to the Contractor, terminate the whole or

any part of the Contract, if any of the following circumstances occurs;

(a) Contractor fails to deliver any Deliverable Item under Contract in

accordance with the delivery schedule; or

(b) Contractor fails to perform any Work under this Contract or fails to

progress with the Work in a manner which satisfies KARI that

Contractor will perform the Contract within the time specified and

in accordance with the terms of the Contract; or

on the Deliverable Item in accordance with Article 13.

19.2.2

In the event of the circumstances in Article 19.2.1, KARI may notify

the Contractor and may suspend any further performance of its

obligation under this Contract. If the Contractor fails, within ten (10)

days from the dispatch of the notice, to produce and notify KARI of

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reasonable evidence of its intent and ability to effect due performance

of the obligation in breach within thirty (30) days from due dispatch of

written notice, then KARI may terminate this Contract with three (3)

days’ prior notice of termination.

19.2.3

In the event this Contract is terminated for Contractor’s breach, the

Contractor shall return all the amounts paid by KARI under the

Contract and also pay the termination charge of ten percent (10%) of

the total Contract Price. KARI shall return the Deliverable Item to

Contractor, if any.

19.3

Termination for Special Circumstances

19.3.1

Either Party may terminate this Contract anytime upon or after due

dispatch of notice of such effect, without any other conditions, in the

event that the other Party falls within any of the following categories:

(a) the other Party has fallen bankrupt or insolvent;

(b) the other Party passed a resolution for its reorganization

(bankruptcy related), dissolution, liquidation or winding-up; or

(bankruptcy related), dissolution or winding-up of the other Party

has been applied for by any person and such application has not

been dismissed within sixty (60) days.

19.3.2

In the event this Contract is terminated by Article 19.3.1 above, each

Party shall effect the restitution to the other Party of whatever is

provided, delivered, or paid to it in the same manner and types as

such provision, delivery or payment was made.

19.4

Termination for Convenience

19.4.1

KARI may terminate this Contract, in whole or in part, for its

convenience, with thirty (30) days’ prior written notice to Contractor.

In case of such termination for convenience, Contractor is entitled to

receive payment due which Contractor has already done in

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accordance with Article 6.1.2 within thirty (30) days from the date of

termination and KARI shall release performance bond at the same

time.

Article 20. Resolution of Disputes and Governing Law

20.1

In cases any controversy or claim arises out of or in relation to this

Contract or with respect to a breach hereof, the Parties shall seek to

resolve the matter amicably through discussions between themselves.

In the event of any disagreement between KARI and Contractor about

the interpretation of the provisions or definitions used in this Contract,

the interpretation of KARI shall govern until and unless otherwise

decided by arbitration conducted pursuant to the following provisions.

20.2

If the Parties cannot resolve such controversy or claim in accordance

with Article 20.1 above, it shall be finally settled by arbitration in Seoul,

Korea, before the Korean Commercial Arbitration Board in

accordance with its rules. The proceedings shall be conducted in

English. The award rendered by the board shall be final and binding

on the Parties and may be entered in any court of competent

jurisdiction for execution.

20.3

The validity, performance, construction, and effect of this Contract

shall be governed by the laws of Korea.

Article 21. Changes

21.1

Changes Requested by KARI

21.1.1

Any changes requested by KARI during the performance of this

Contract, within the general scope of this Contract, which would add

or delete Work, affect the design of Work, change the method of

shipment or packing, place or time of delivery, duration of Contract, or

would affect any other requirement of this Contract, shall be

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submitted in writing to Contractor. Contractor shall respond to any

changes KARI requested in writing within thirty (30) days after receipt

of such request. If such change requested by KARI causes an

increase or decrease in the Contract Price and/or an impact of

schedule, Contractor shall submit to KARI at the time the response to

the requested change is submitted, the details of such increase or

decrease.

21.1.2

KARI shall notify Contractor in writing, within thirty (30) days after

receipt of Contractor’s response, whether it agrees with and accepts

Contractor’s response. If KARI agrees with and accepts Contractor’s

response, an amendment to the Contract reflecting such change,

Contract Price and/or schedule adjustment, if any, shall be issued,

and Contractor shall proceed with the performance of the Contract as

changed. Contractor shall provide updated information that reflects

the final agreed price of the change, if KARI requests. In the event the

Parties are unable to agree on a change requested by KARI or price

adjustment, if any, or both, Contractor shall proceed with the

performance of the Contract as unchanged.

21.2

Changes Requested by Contractor

21.2.1

Any changes requested by Contractor during the performance of this

Contract, within the general scope of this Contract, that would add or

delete Work, affect the design of Work, change the method of

shipment or packing, place or time of delivery, duration of Contract, or

would affect any other requirement of this Contract, shall be

submitted in writing to KARI thirty (30) days prior to the proposed date

of the change. If such change requested by Contractor causes an

increase or decrease in the Contract Price, Contractor shall submit to

KARI at the time the requested change is submitted, the details of

such increase or decrease.

21.2.2

KARI shall notify Contractor in writing within thirty (30) days after

receipt of the requested change and Contract Price adjustment, if any,

whether or not it agrees with and accepts such change. If KARI

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agrees with and accepts change requested by Contractor, an

amendment to the Contract reflecting such change, and Contract

Price adjustment, if any, shall be issued, and Contractor shall

proceed with the performance of the Contract as changed. Contractor

shall provide updated information which reflects the final agreed price

of the change, if KARI requests. In the event the Parties are unable to

reach an agreement on a change requested by Contractor, or

Contract Price adjustment, if any, or both, Contractor shall proceed

with the performance of the Contract as unchanged.

Article 22. Notices

22.1

All notices, requests, demands, approvals, reports, invoices, and

other correspondence to be provided pursuant to this Contract shall

be in writing and shall be deemed to have been duly given to the

Party to be notified: (i) on the date of delivery if delivered in person,

(ii) on the date of dispatch if by facsimile, telex or e-mail, or (iii) on the

date of receipt if by registered airmail or overnight courier.

All notices shall be addressed to the appropriate Party at its address as follows:

For KARI: Korea Aerospace Research Institute

169-84 Gwahangno, Yuseong-gu, Daejeon 34133, Korea

Commercial matters

Technical matters

Mr. Jung-Nam CHO

Tel: +82-42-860-2613

Fax:+82-42-860-2666

E-mail: jncho@kari.re.kr

Mr. Jae-Woong JANG

Tel: +82-42-860-2977

Fax:+82-42-860-2234

E-mail:

jjw0302@kari.re.kr

For Contractor: [Company]

[Address]

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Commercial matters

Technical matters

[Name]

Tel: +

Fax: +

E-mail:

[Name]

Tel: +

Fax: +

E-mail:

22.2

Each Party may change its address for notice by notice given to the

other Party in the manner set forth above. And any notices given as

provided herein shall be considered effective seven (7) days after the

registered postage pre-paid airmailing thereof or the day of actual

receipt thereof, whichever occurs first, or on the day of personal

delivery, or the day of sending if by facsimile, telex or e-mail.

Article 23. Miscellaneous

23.1

Effective Date of the Contract

The effective date of this Contract ("EDC") is the date on which the

duly authorized representatives of both Parties have signed this

Contract, and any amendment to this Contract shall be effective only

upon signature by the authorized representatives of both Parties.

23.2

Entire Agreement

This Contract embodies the entire agreements of the Parties with

respect to the subject matter hereof and supersedes and cancels any

and all prior understandings or agreements, oral or written, in relation

hereto, which may exist between the Parties. No oral explanation or

oral information by any of the Parties shall alter the meaning or

interpretation of this Contract.

23.3

Assignability

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This Contract and each and every covenant, term and condition hereof

shall be binding upon and inure to the benefit of the Parties and their

respective successors, and neither this Contract nor any rights and

obligations hereunder shall be assignable or delegable directly or

indirectly by either Party without the prior written consent of the other

Party.

23.4

Unenforceable Terms

If any term or provision of this Contract shall for any reason be invalid,

illegal or unenforceable in any respect, this Contract shall be

interpreted and construed as if such term or provision had never been

included herein.

23.5

Non-waiver

The failure or delay of any Party to require performance by the other

Party of any provision of, or of any right or obligation under this

Contract, shall not constitute a waiver thereof, nor shall such affect that

Party’s right to thereafter require performance of such or any other

provision, right or obligation.

23.6

Disclaimer of Agency

This Contract shall not be deemed to constitute any Party to become

the agent of the other Party.

23.7

Headings

The headings in this Contract have been inserted for convenience of

reference only and are not to be used in consulting or interpreting this

Contract.

23.8

Language and Unit

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All documents, drawings, plans and other writings as well as

communications between both Parties under this Contract shall be in

English and measurements and quantities for Deliverable Data shall

be recorded in units of Système Internationale.

23.9

Time Limits

Unless otherwise indicated, any time limits to which this Contract binds

Contractor or KARI shall be counted in calendar days from the day

following that of the event marking the start of the time limit, and shall

end on the last day of the period specified. When the last day of a time

limit is a Saturday or Sunday, or a legal holiday in the country in which

the particular contractual performance is required, such time limit shall

be extended to the first working day following.

23.10 Subcontractors

Each Party shall be fully responsible for the work of its Subcontractors

under this Contract, and such subcontracting shall not relieve that

Party of its obligation under this Contract.

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Appendix B-2. Performance test report (example)

(This sheet can be modified fitably by supplier.)

Model : Serial No. :

Test conditions :

Network :

Temperature :

°C

Input-VSWR<2:1

□

Instrument Safety

□

Input Overload +10dBm max. □

Remote control interface

□

IEEE interface

□

RS 232 interface

□

Gain / Output Power / Spurious Measurement Sheet

Frequency Pin

Pout

Harmonics

Spurious Gain

Monitor output

(MHz)

dBm

2nd(dBc) 3rd(dBc)

dBc