log contract 2013 070 0365 00 - iaa.gov.il

טלפון : 9750587 - 03, 03-9750581 פקס : 9711296- 03– 7015001כתובת : ת"ד 7, נמל התעופה הבינ"ל בן- גוריון

Address : P.O.Box 7, Ben-Gurion International Airport 7015001, Phone:972 3 9750586, Fax:972 3 97112961

Contract No. _____

Made this _________ day of __________2013

By and Between

The Israel Airports Authority (the “IAA”)

AND

(the “Supplier”)



Contract No. __________ (for the acquisition of control consoles for new ATC Tower)

This contract no. __________ (the “Contract”) is made and entered into as of ______ (the “Effective Date”) by and between: THE ISRAEL AIRPORTS AUTHORITY, incorporated by and under the Airports IAA Act 1977, and having its registered office at POB 7, Ben Gurion Airport (the “IAA”), and ______, a company registered and incorporated under the laws of the State of______, registration number ______, having its registered office at ______ (the “Supplier”) (The IAA and the Supplier are each referred to as a “Party”, and collectively as the “Parties”)

WHEREAS The IAA holds, operates, develops and administrates the Israeli airports, pursuant to the Israeli Airport IAA Act 5737 - 1977;

WHEREAS The IAA wishes to purchase Control Consoles for new ATC Tower and Spare Parts all in accordance with the terms and conditions of this Contract;

WHEREAS For the aforementioned purpose, the IAA issued a tender No. 2013/070/0365 (the "Tender") and the Supplier has submitted a bid in accordance with the provisions of the Tender.

WHEREAS The Supplier was declared as the Awarded Bidder in accordance with the provisions of the Tender Documents; and

WHEREAS The Parties wish to regulate the terms and conditions for the execution of the Project, all as provided herein;

NOW THEREFORE, intending to be legally bound hereby, including the above recitals, which are an integral part of the Contract, the Parties hereto agree as follows. 1. DEFINITIONS

In this Contract, the following terms shall have the meanings ascribed below. Capitalized terms that are not defined herein, shall have the meaning ascribed thereto in the Invitation and the remainder of the Tender Documents.



“Additional Products”

As defined in Section 6.3.2.1 below.

“Additional Products Period”

A 5 years period as of the Effective Date during which the IAA shall be entitled to purchase Additional Products at its sole discretion and under the terms and conditions hereof.

“Additional Services”

As defined in Section 6.3.2.4 below.

“Additional Spare Parts”

Means the additional Spare Parts purchased by the IAA during the Additional SP Period.

“Additional SP Period”

A 10 years period as of the Effective Date during which the IAA shall be entitled to purchase Additional Spare Parts at its sole discretion and under the terms and conditions hereof. The Additional SP Period may be extended for an additional period of 5 years, upon exercise of the IAA, at its sole discretion.

“CIF” means CIF as per Incoterms 2010

“ Control Consoles” means the control consoles for new air traffic control tower, purchased by the IAA under the Initial Order and under any additional purchase orders during the Additional Products Period and which shall comply fully and totally with the specifications and requirements of the Technical Requirements.

“Contract Period” The Contract Period is a 10 years period as of the Effective Date, extendable for an additional period of 5 years (the “Extended Contract Period”), upon exercise by the IAA at its sole discretion.

“Equipment” means the Products and the Spare Parts.

“Ex Work” means Ex Work as per Incoterms 2010.

“FCA” means FCA as per Incoterms 2010.

“Initial Order” The purchase order as detailed in Section 6.3.1. below and composed of the Initial Products and Initial Spare Parts.

“Initial Products” Means the Control Consoles purchased in the framework of the Initial Order.

“Initial Spare Parts” Means the Spare Parts purchased in the framework of the Initial Order.

“PPI” means the official Production Price Index in the Supplier’s state of incorporation, as indicated in the Supplier’s Price Proposal.



2. ANNEXES All the following documents, hereby incorporated into the Contract or incorporated by reference, including all Annexes and attachments thereto, shall constitute an integral part of the Contract (the "Annexes"): any breach of any provision of any such Annexes constitutes a breach of this Contract.

“Products” Means the Initial Products and the Additional Products.

“Reference Index” Means the last PPI known as at the Bids Submission Date (as defined in the Invitation)

“Site” means the new air traffic control tower at the Ben Gurion International Airport.

“Spare Parts” Means the Initial Spare Parts and the Additional Spare Parts.

“Supplier’s Price Proposal” or “Price Proposal”

Shall refer to the Price Proposal submitted by the Supplier and accepted by the IAA, as attached hereto as Annex A4.

“Supported Technologies”

Any and all technologies to be installed on or supported by the Products and the Spare Parts, as further detailed in the Technical Requirements, and including without limitation: the Radar Picture system, ASMGCS system, VCSS system, EFS system, RVR system and Airfield Runway Lights-Stop Bar system.

“Technical Requirements”

Shall refer collectively to the Technical Specifications attached hereto as Annex A, the Tables of Compliance attached hereto as Annex A1, the Detailed Drawings attached hereto as Annex A2(a), the Summarized Drawing attached hereto as Annex A2(b), the Functional requirements attached hereto as Annex A3 and the Bill of Quantities attached hereto as Annex A4.

“Tender Documents”

As defined in the Invitation published on ____.



Annex A Annex A1

Technical Specifications Tables of Compliance

Annex A2 (a) Detailed Drawings Annex A2 (b) Summarized Drawings Annex A3 Annex A4

Functional Requirements Supplier’s Price Proposal

Annex B Bank Approval Annex C Annex D

Guarantee Form IAA Safety Regulations

Annex E Supplier’s Liability and Insurance

3. ORDER OF PRECEDENCE

3.1. In the event of conflict between the provisions of the documents comprising this Contract, and the Tender Documents, and in the absence of any other stated priority anywhere in the Annexes, this Contract shall have precedence over all other Tender Documents.

3.2. The Supplier shall notify the IAA immediately of any discovered ambiguity or conflict within or between documents, error, omission, deficiencies, defects or lack of necessary detailed description in the Annexes, and request the IAA’s clarification and direction.

4. REPRESENTATIVES

4.1. The IAA shall be represented for the purposes of this Contract by the Deputy Director General for Planning and Engineering and/or his representative (the "IAA's Representative").

4.2. The IAA may from time to time replace the IAA's Representative, as it deems fit, and inform the Supplier in writing accordingly.

4.3. Supplier shall be represented for the purposes of this Contract by __________________________, who shall serve as a single point of contact for all purposes of this Contract.

5. REPRESENTATIONS AND WARRANTIES



The Supplier hereby declares, represents, warrants and undertakes as follows:

5.1. That it has the power to enter into and perform its obligations under this Contract. 5.2. That it has taken all necessary corporate actions to authorize the entering into and

performance of this Contract. 5.3. That each of its obligations under this Contract constitutes a valid and binding

obligation. 5.4. That it has the necessary and adequate skills, competence, commitment, expertise,

experience and professional ability, required to manufacture and supply the Equipment and assume its undertakings hereunder.

5.5. That the execution, delivery and performance of this Contract and each obligation

contemplated hereunder, does not and will not violate in any respect a provision of:

5.5.1. Any law or treaty or a judgment, ruling, order or decree of a Governmental Agency which is binding on or applicable to it;

5.5.2. The Supplier’s incorporation documents and by-laws; or 5.5.3. Any other document, agreement or security interest that is binding on the

Supplier or its assets. 5.6. That it is not, and throughout the term of this Contract will not be under any voluntary

or involuntary bankruptcy (liquidation or reorganization), or receivership or commencement of a similar insolvency proceeding, and the Supplier’s latest audited financial statements do not include a 'going concern' notice.

5.7. At all times during the Contract Period and notwithstanding the existence of any

dispute of any kind, the Supplier shall perform its obligations under the Contract, in a diligent manner and without delay, and shall comply always with all the provisions of the Contract and its annexes.

5.8. The Supplier shall ensure, at all times, the employment of sufficient and adequate

personnel as required for the timely performance of its obligations under the Contract. 5.9. The Supplier warrants that the design, construction, shipment, packaging and quality

of Equipment (or any part thereof) to be supplied under this Contract comply in all respects with all relevant requirements of any statute, statutory rule or standard of order, which may apply on such Equipment (or any part thereof) at the time when the



same are supplied. 5.10. Without derogating from the generality of the aforementioned, the Supplier warrants

that each Equipment, upon issuance of a Final Acceptance Certificate, will: (i) Be safe and fit for its intended purpose (as implied from or as set out in this

Contract). (ii) Comply with and operate in accordance with all Technical Requirements. (iii) Be constructed with new, good quality materials. (iv) Be constructed with due diligence and skill and in a proper and workmanlike

manner. (v) Be free from Defects. (vi) Be of merchantable quality. (vii) Not infringe the intellectual property rights of any third party.

5.11. The Supplier represents and warrants that it and anyone on its behalf shall comply at

all times with the provisions of Annex D (IAA Safety Regulations) attached hereto. 6. DESIGN, MANUFACTURE, SUPPLY AND INSTALLATION

The Supplier shall design, manufacture, adapt, supply, deliver and install the Equipment as follows.

6.1. Design and Manufacture

6.1.1. The Supplier shall design and manufacture the Equipment strictly in compliance with the Technical Requirements and any further written instructions of the IAA.

6.1.2. A special attention will be brought, inter alia, to the requested dimensions of the Equipment and its requested material and/or electrical characteristics, bearing in mind that the Equipment shall be designed to meet the specific professional needs of the IAA’s employees and interface, inter alia (and without limiting) with the IAA infrastructures and Supported Technologies, all as described in the Technical Requirements (the “Interface Requirements”).

6.1.3. All costs and expenses related to the design and manufacture shall be

comprised in the Consideration to be paid to the Supplier, as stipulated in Section 7 below.

6.1.4. The Supplier declares and agrees that it thoroughly and carefully examined the

Technical Requirements and hereby represents that the Equipment will fully



comply therewith and with the instructions of the IAA from time to time and that the Products will be fully compatible with the infrastructures of the IAA and with the Supported Technologies.

6.1.5. The Supplier acknowledges that the IAA is entitled to reject the Equipment in

virtue of its right of rejection stipulated in Section 6.6 below should it appear, after delivery of the Equipment, that the latter does not meet the Technical Requirements or the IAA’s written instructions, and specifically if it appears that the Interface Requirements have not been met or duly taken into account, as expressly stipulated in the Technical Requirements.

6.1.6. The Supplier undertakes to meet each and every milestone detailed in Section

6 of the Technical Specifications with regard to the design of the Products.

6.2. Coordination with Third Parties

6.2.1. To the extent necessary, the Supplier shall design, manufacture and install the Products in cooperation and coordination with the consultants and experts designated by the IAA and the other contractors who work at the Site (the “Other Contractors”), all in accordance with the Technical Requirements.

6.2.2. Without derogating from the generality of the aforementioned, the Supplier

must consult and co-operate with the IAA’s consultants and experts regarding:

6.2.2.1. ensuring the compatibility of the Products, the Site and the Supported Technologies;

6.2.2.2. provision of any information to the Other Contractors as may be necessary or advantageous to make the Products fully compatible with the Supported Technologies and to the extent of such IAA’s request.

6.2.2.3. the accommodation of the Other Contractors’ equipment or technologies.

6.3. Supply

6.3.1. Initial Order 6.3.1.1. The IAA shall acquire immediately as of the Effective Date, as part of

the Initial Order, nine (9) Control Consoles for air traffic control tower (the “Initial Products”) .

6.3.1.2. In addition, the IAA shall acquire immediately as of the Effective Date

all Spare Parts as detailed in the (the “Initial Spare Parts”).



For the purpose of this Contract, the Initial Products and Initial Spare Parts shall form collectively the “Initial Order”.

6.3.1.3. Notwithstanding the above, the IAA shall be entitled at all times and at

its sole discretion, to amend the quantities specified above and/or in the BOQ, subject to the submission of a written notice to the Bidder and/or the Supplier (as the case may be).

6.3.1.4. The supply of Initial Products and Initial Spare Parts shall be delivered

by the Supplier FCA, within 120 days as of the Effective Date, and will be carried to the closest airport of export from the Supplier’s factory, from which are operated direct flights to Israel.

6.3.2. The Additional Orders

6.3.2.1. During the Additional Period (as defined below), the IAA shall be

entitled to purchase from time to time from the Supplier, at the IAA’s sole discretion, up to 8 Control Consoles, among the Control Consoles detailed in the Bill of Quantities, including the OPRT Console detailed in row 10.2 of the Bill of Quantities (the “Additional Products”). The Supplier shall supply the Additional Products to the IAA subject only to the issuance of purchase orders thereby and in accordance therewith.

For the purpose of this Contract, the “Additional Period” shall be period of 5 years as of the Effective Date.

6.3.2.2. During the SP Additional Period (as defined below), the IAA shall be

entitled to purchase Spare Parts to hold and operate the Products, from time to time and at the IAA’s sole discretion (respectively the “Additional Spare Parts”) and the Supplier shall be obliged to supply the Additional Spare Parts to the IAA subject to the issuance of purchase orders thereby and in accordance therewith.

For the purpose of this Contract, the “SP Additional Period” is a period of 10 years as of the Effective Date. Upon expiration of the SP Additional Period, the IAA shall be entitled to extend it for another 5 years at its sole discretion.



6.3.2.3. The Additional Spare Parts shall be delivered Ex-Work within 30 days as of issuance of an official written purchase order by the IAA. The Additional Products shall be delivered FCA within 120 days as of issuance of an official written purchase order.

6.3.2.4. In addition to the Additional Products, the IAA shall be entitled to

order Additional Services, pursuant to Section 9 of the Technical Specifications and as detailed in rows 10.1.1 to 10.1.5 of the Bill of Quantities (the “Additional Services”).

6.3.2.5. In the event that the IAA shall exercise its right to purchase Additional Products and/or Additional Spare Parts, the provisions of this Contract with respect to the Initial Spare Parts and the Initial Products shall apply, as applicable, with respect to the Additional Spare Parts (or any part thereof ) and the Additional Products, mutatis mutandis, where such provisions do not exist under this Contract with respect to the Additional Spare Parts and the Additional Products, provided that the acquisition of Additional Products and Additional Spare Parts shall be in accordance with the IAA’s needs only and not necessarily in same quantities than the acquired Initial Spare Parts and the Initial Products.

6.3.2.6. The Supplier declares and agrees that the IAA does not undertake

hereby to purchase firmly Additional Products or Additional Spare Parts in any quantities whatsoever and that such Additional Orders shall be made only according to the IAA’s specific needs from time to time and at its sole discretion during the Additional Period or during the SP Additional Period, as the case may be. The IAA shall not be liable to the Supplier for any damage, loss, cost or expense resulting from or in connection with the exercise or the non-exercise of IAA’s exclusive right to order Additional Products or Additional Spare Parts during the Additional Period or during the SP Additional Period at its sole discretion.

6.3.3. General Provisions regarding the Delivery

6.3.3.1. Any Product and/or Spare Part shall be properly packed and secured,

without additional payment than the one considered in Section 7 below, in a manner to reach its destination in good condition, and protected against salt water, humidity, and any other environment hazards.



6.3.3.2. The Supplier bears all risks of any loss, damage or deterioration to all Equipment and all part thereof, until Transfer of Property in accordance with Section 6.3.3.5 below (acceptance of the Equipment).

6.3.3.3. The IAA bears no responsibility for any of the Equipment or any part

thereof, that have been placed at any site and which are lost, stolen, damaged or destroyed prior to the Transfer of Property (as defined below). The Supplier is solely responsible to protect completely and preserve entirely the Equipment, until the Transfer of Property.

6.3.3.4. It is the responsibility of the Supplier to ensure that he holds all

necessary export licenses required to export the Equipment to Israel.

6.3.3.5. The ownership and title to each of the Equipment shall pass to the IAA following delivery thereof without prejudice to the IAA’s right to deny the Equipment, as defined in Section 6.4.2 below (the "Transfer of Property").

The ownership and title to each of the Equipment and any part thereof will fully pass to the IAA free and clear of all security interests, liens, attachment, encumbrance and any other rights or claims of any kind of any third party, upon the date of the Transfer of Property.

6.4. Installation & Acceptance

6.4.1. After delivery, the Supplier shall be responsible for the installation of the Products on Site, in full compliance with the Technical Requirements and without any additional consideration than considered in Section 7 below. Upon installation of the Products, the IAA shall verify that it complies with all Technical Requirements and in particular with the compatibility requirements detailed above.

6.4.2. No later than 14 days after installation of the Products, the IAA shall either issue a certificate of acceptance regarding the Products (the “Certificate of Acceptance”) or deny the Products and request the Supplier to promptly correct, modify or replace them and all as further detailed in Section 6 of the Technical Specifications.

6.4.3. In the circumstances of denial of the Products by the IAA, the Supplier shall

bear all costs and expenses related to the repair or replacement of the Products and delivery and installation thereof, within 30 days as of receipt of relevant notice from the IAA.



6.4.4. The Supplier may for the purpose of the installation, request from a

subcontractor to install the Products on its behalf, provided the Supplier remains liable to the IAA for any damage, cost, loss or expense caused to the IAA as a result of a lack of performance or a deficiency in the installation of the Products.

6.5. Technical Literature

6.5.1. The Supplier shall be obligated to provide the IAA with all technical literature

required for the installation, operation, and maintenance of the Equipment (collectively, the "Documentation") and all as further detailed in Section 8 of the Technical Specifications. The Documentation delivered shall be the last edition thereof, and drafted in English.

6.5.2. During the Contract Period and as the case may be the Extended Contract

Period, the Supplier shall provide the IAA from time to time with any updates issued thereby of the Documentation.

7. CONSIDERATION

The IAA shall pay the Supplier a consideration as follows (the "Consideration").

7.1. Initial Order Price

For the purpose of this Contract, the price of the Initial Products and Initial Spare Parts shall be referred to as the “Initial Order Price”.

7.1.1. In consideration of the supply of the Initial Products and the Initial Spare Parts

and the execution of all its obligations hereunder with regard to the Initial Order, the Supplier shall be entitled to receive a payment from the IAA amounting to the sum of [____________] (the “Initial Order Price”)

7.1.2. For the avoidance of doubt, it is clarified that the Initial Products shall be

delivered and installed on Site against payment of the Initial Order Price as stipulated in the Price Proposal only and it shall not in any manner be linked to the PPI.

7.1.3. The Consideration detailed above in this Contract covers all payments, compensations and benefits of any kind to which the Supplier is entitled from the IAA with respect to the supply and installation of the Equipment and the Supplier is not entitled to, nor require or claim any payment, compensation or



benefit from the IAA, unless explicitly specified in this Agreement or if agreed otherwise in writing by both Parties

7.2. Additional Order Price

For the purpose of this Contract, the price of the Additional Products, Additional Spare Parts and Additional Services shall be referred to as the “Additional Order Price”.

7.2.1. The price for each Additional Product shall be the price stipulated by the Supplier

in the Supplier’s Price Proposal for the relevant Product, being linked to the PPI, the indexation being based on the Reference Index (as defined above).

7.2.2. The price for each Additional Spare Part shall be the prices stipulated in the manufacturer's official price list as at the date of order, less 10%

7.2.3. The price of the Additional Services (as defined in Section 6.3.2.4 above) shall be

determined pursuant to the prices stipulated in the Price Proposal and linked to the PPI, the indexation being based on the Reference Index (as defined above).

7.2.4. For the avoidance of doubt, the Additional Order Price shall include any and all

costs and expenses incurred by the Supplier in the performance of its obligations, including working hours, packaging, customs, taxes, insurance, errands, per diem expenses, out-off-pocket travel expenses and any other expense. The Supplier shall not be entitled to any additional payment beyond the prices stipulated in the Price Proposal.

7.3. Consideration – General Provisions 7.3.1. The Consideration detailed above in this Contract covers all payments,

compensations and benefits of any kind to which the Supplier is entitled from the IAA with respect to the supply of the Equipment and the Supplier is not entitled to, nor require or claim any payment, compensation or benefit from the IAA, unless explicitly specified in this Agreement or if agreed otherwise in writing by both Parties.

7.3.2. The price for the Equipment shall include the packaging for the shipment.

7.3.3. During the Contract Period and as the case may, the Extended Contract Period, the Supplier shall inform the IAA of any change, modification or update of its official price list. In addition, the Supplier will include in its Proposal a full catalog of the Spare Parts, which mentions their prices and availability.



7.3.4. For the avoidance of doubt, it is hereby agreed that the IAA is permitted to offset and deduct any amount (and amongst others, liquidated damages) which is entitled to from the Supplier from the Consideration or any other amount which the Supplier is entitled pursuant hereto.

8. PAYMENT TERMS 8.1. The payment for the Initial Order shall occur as follows:

8.1.1. 70% of the Initial Order Price shall be paid by a Letter of Credit established

by the IAA in favour of the Supplier.

8.1.2. 30% of the Initial Order Price will be paid upon issuance of certificate of acceptance by the IAA to the Supplier and providing of the Warranty Guarantee by the Supplier to the IAA, in accordance with Section 14.2 below.

8.2. The payment for any Additional Products shall occur within thirty (30) days as of delivery thereof and against receipt of due invoice.

8.3. The Supplier will attach a bank approval in compliance with the form attached as Annex

D.

8.4. All taxes, duties and charges due outside of Israel shall be borne by the Supplier only.

8.5. In case V.A.T shall be applicable to any price stipulated in this Contract, then V.A.T (as applicable) shall be added to such price, provided the Supplier has issued to the IAA a tax invoice.

8.6. Payment for all Equipment shall be made in the currency stipulated in the Proposal. For

the avoidance of doubt, prices stipulated in the Proposal shall not be subject to any changes, including without limitation, devaluation, inflation or fluctuation of any sort.

8.7. For the removal of doubt, payment of the prices as stipulated in the Price Proposal shall be the sole consideration for the performance of the Supplier’s obligations pursuant to this Contract. The prices shall include inter alia, any and all costs and expenses related to the delivery and packaging of the Equipment, all subject to the terms and provisions of this Contract.

9. WARRANTY

9.1. Without prejudice to any provision of the Technical Requirements more favorable to the IAA, the Supplier hereby provides a warranty to the Supplier with respect to the



Equipment, for a period of 36 months as of the date of the Certificate of Acceptance (as defined in Section 6.4.2 above) (the "Warranty Period").

9.2. The Supplier must, as soon as is reasonably practicable after receiving a request from the IAA, remedy the cause of and make good all Defects (as defined below) which become apparent during the Warranty Period.

For the purpose of this Contract, a “Defect” means any defect, deficiency, fault, nonconformity, imperfection or omission in relation to any of the Equipment, or any part thereof.

9.3. In case of any Defect, the Supplier shall either, in coordination with the IAA, and

subject to IAA’s approval:

9.3.1. Ensure the visit of a technician in Israel, within 10 days after receiving a request from the IAA and remedy the cause of and make good all Defects within reasonable time and without additional cost to the IAA. All expenses with respect to the visit of said technician in Israel, including out-of-pocket expenses, shall be solely borne by the Supplier.

9.3.2. Request from the IAA to send the defected Equipment to the Supplier, at the

Supplier’s expenses. The Supplier shall repair or replace the Equipment within 60 days as of receipt thereof;

Delivery or repaired or replaced Equipment required under this Section 9 shall be made CIF to Ben Gourion airport.

9.4. If any such Defect is not remedied within the time stipulated above after receipt of IAA’s notice thereof, the IAA, without prejudice to any other right or remedy under this Contract, and at the risk and reasonable cost and expense of the Supplier, may take any actions which the IAA reasonably considers necessary to remedy the Defect, including, retaining the services of any entity for the purpose of remedying such Defect.

10. LIABILITY AND INDEMNIFICATION

The provisions of Annex E attached hereto (Supplier’s Liability and Insurance) shall form an integral part of this Contract.

11. LIQUIDATED DAMAGES Without derogating from any other rights of the IAA under this Contract or under any applicable law, the Supplier shall pay the IAA liquidated damages for each delayed



delivery of the Equipment amounting to 1% of the relevant invoice per week of delay (the "Liquidated Damages"). In any cases, the total amount of Liquidated Damages per Equipment for a specific invoice shall not exceed the Liquidated Damages representing 10 weeks of delay.

12. FORCE MAJEURE 12.1. Neither Party is liable for any delay in the performance of the Contract, or any

undertaking hereunder, if such delay is, directly or indirectly, caused by, or arises from, any of the following extraordinary impediments, occurring in Israel, beyond the control and without fault or negligence of the Party affected: fires, earthquakes, floods, civil unrest, acts of God, war, act of terror on Site in which the Products are to be installed, governmental interference or embargoes, state-wide strikes or state-wide labor difficulties (“Force Majeure Event”). The above does not extend for any contingencies stated above happening to the Supplier’s subcontractors or suppliers.

12.2. A Party affected by any Force Majeure Event must (i) promptly notify the other Party in

writing of any such event, the expected duration thereof, and its anticipated effect on the Party affected in terms of the performance required hereunder; (ii) provide alternative methods to continue the performance of any requirement under this Contract affected by such Force Majeure Event; and (iii) make reasonable efforts to promptly remedy any such Force Majeure Event.

12.3. Any delivery delayed due to a Force Majeure Event will be extended for such time as

the Force Majeure Event continues, all subject to the other Party’s right to terminate this Contract, in accordance with the terms and conditions of this Contract.

12.4. Notwithstanding the aforementioned in this Contract, an affected Party is not entitled to

any increase in consideration or extension of time if:

12.4.1. The affected Party could have reasonably provided against the Force Majeure Event before entering into this Contract; or

12.4.2. The affected Party could have reasonably avoided or overcome the Force

Majeure Event.

12.5. For the removal of doubt it is hereby clarified that any violent events in the Palestinian Territories (West Bank and Gaza) shall not, by itself, be deemed as an event of Force Majeure for purpose of the Contract.

12.6. Irrespective of any extension of time, if a Force Majeure event occurs and its effect

continues for a continuous period of 180 days or an aggregate period of 250 days, the



IAA may give to the Supplier a notice of termination, which shall take effect 14 days after the receipt of such notice.

13. TERMINATION 13.1. The IAA may terminate this Contract forthwith, without the Supplier having any right

to pursue any remedy, upon the occurrence of any of the following: 13.1.1. If the Supplier does not remedy any Defect having appeared during the Warranty

Period; 13.1.2. If a Force Majeure Event continues for a period exceeding the periods mentioned

in section 12.6 above; 13.1.3. In the event a court of competent jurisdiction (or any other competent

governmental authority) declares the Supplier to be bankrupt or insolvent, or if a receiver or liquidator is appointed for all or part of the Supplier’s assets.

13.2. The IAA is entitled to terminate this Contract at its own convenience, at its sole and

absolute discretion at any time, by giving the Supplier prior written notice of 30 days, without the Supplier having any claim or demand against the IAA in this respect.

13.3. Upon termination of the Contract for convenience, as stipulated in section 13.2 above, the Supplier will be entitled to payment only with respect to the applicable consideration for Spare Parts and Products in relation to which a purchase order was specifically issued and so far as such consideration was not previously paid.

14. GUARANTEES

The Supplier shall submit to the IAA all of the following:

14.1. Performance Guarantee. 14.1.1. Concurrently with the execution of this Contract, the Supplier shall provide the

IAA with an irrevocable, autonomous, unconditional and on simple demand performance bank or insurance company guarantee for an amount equal to ten percent (10%) of the Initial Order Price, in the form attached hereto as Annex E (the “Performance Guarantee”).

14.1.2. The Performance Guarantee must be valid as of the Effective Date and until no less than 30 days following the issuance of the Certificate of Acceptance by the IAA.



14.1.3. The IAA shall return to the Supplier the Performance Guarantee only upon submission by the Supplier to the IAA of the Warranty Guarantee, in a form satisfactory to the IAA.

14.2. Warranty Guarantee. 14.2.1. Within 30 days as of issuance of the Certificate of Acceptance, the Supplier shall

provide the IAA with an irrevocable, autonomous, unconditional and on simple demand bank or insurance company guarantee for an amount equal to 5% of the Initial Order Price (the "Warranty Guarantee").

14.2.2. The Warranty Guarantee shall be valid for a period of 36 months as of issuance of the Certificate of Acceptance.

14.3. General Provisions 14.3.1. The IAA may make a demand under any Guarantee in respect of any amount

which it considers due or payable (but which has not been paid) by the Supplier to the IAA, or for which the Supplier may become liable towards the IAA under, or as a result of any breach of this Contract by the Supplier.

14.3.2. The IAA may make a demand with respect to any Guarantee as aforesaid, whether or not the amount demanded is, or the circumstances relating to the amount are, in dispute, or subject to any court or other proceedings.

14.3.3. The Guarantor (as defined below) is not entitled to use any of the Supplier’s

claims as a defense against paying the IAA the amount demanded under any Guarantee.

14.3.4. The Supplier must provide each Guarantee only by a licensed Israeli bank or an

international bank licensed to operate in Israel and that operates a branch anywhere in Israel, or an insurance company, provided that in this last case the insurance company is mentioned in the validity list of the capital markets, insurance and savings department of the Ministry of Finance, as at the Effective Date, as being entitled to provide guarantees, as detailed in the Notification of Supervision on Insurance Activities (Insurance Departments), 1985 and the Financial Services Supervision Law (Insurance)-1981 (the “Guarantor”).

14.3.5. The identity of the Guarantor is to be approved by the IAA in advance.

14.3.6. All Guarantees furnished by the Supplier will be subject to Israeli Law.



14.3.7. All costs associated with the Guarantees will be borne by the Supplier.

14.3.8. All Guarantees will be irrevocable, autonomic and unconditional and on demand.

14.3.9. Immediately following collection on a Guarantee, the Supplier shall furnish the IAA with a new Guarantee for the amount of the collected Guarantee. In the event of partial collection on a Guarantee, the Supplier shall furnish a supplementary guarantee for the amount collected.

14.3.10. In the event that the Supplier is required to extend the validity of a Guarantee or to submit a new or supplemental guarantee, it should do so at least sixty (60) days prior to the expiration of the then existing Guarantee. Should the Supplier fail to do so, the IAA shall be entitled to immediately demand the exercise of all existing Guarantees.

14.3.11. Without derogating from any other remedy available to the IAA under the Contract or under the Law, the IAA shall be entitled to exercise any of the Guarantees (in whole or in part) in any event of breach or default committed by the Supplier under the Contract.

15. INTELLECTUAL PROPERTY

15.1. The Supplier is liable for, and must indemnify and keep the IAA, and their respective

officers and employees, indemnified from and against any and all debts, obligations, liabilities, losses, expenses, costs and damages of any kind, whether directly or indirectly incurred by the IAA in connection with any Infringement Claim.

For the purpose of this Section, “Infringement Claim” means a claim concerning the infringement of any rights of any third party or give rise to a right entitling any third party to make any demand, claim, action or proceeding threatened with respect to any of the intellectual property rights linked to the Products or the Spare Parts.

15.2. It is hereby agreed that all material and information collected or developed by the

Supplier throughout the design, manufacture, supply and installation of the Products (the “Materials”) belong solely to the IAA and is deemed the IAA’s property, and neither the Supplier nor anyone on its behalf will have any claim or right (including any intellectual property right) with respect thereto.

15.3. It is hereby clarified that the IAA will be entitled to make any use of the Materials, and

any part thereof, at its sole discretion. The Supplier hereby undertakes not to prevent or delay the use and change of the Materials and not to open a procedure due to violation of copyright, including a moral right, in the Materials, or any part thereof.



15.4. In case the intellectual property rights upon materials or information related to the

Products or the Spare Parts belong to third parties (the “Licensed Materials”), the Supplier will grant the IAA with a non-exclusive, perpetual, irrevocable, transferable, royalty free license (with the right to sub-license) to use such Licensed Materials for any purpose and make any modification, adaptation, update, upgrade, rectification, repair, conversion, rebuild thereto as may be necessary for the use, the maintenance and the optimization of the Products.

15.5. The Supplier warrants that it will be entitled to grant the IAA the rights granted under

this Section and will procure from each such third party such authority and licenses as are necessary for the Supplier to do so.

16. MISCELLANEOUS 16.1. Confidentiality

16.1.1. The Supplier shall keep in confidence all technical and commercial information received from the IAA, and the disclosure and use of such information shall remain only for the purpose of this Contract.

16.1.2. This Contract shall not be disclosed by the Supplier to any third party, unless prior written approval is granted by the IAA.

16.1.3. The Supplier shall release no publicity whatsoever on any matter relating to this Contract without prior approval of the IAA.

16.1.4. The Supplier shall keep in confidence all commercial and technical information received from the IAA prior to, during and after the date of execution of this Contract and shall be responsible for its employees doing likewise and will further ensure that they sign a written undertaking to this effect.

16.2. Independent Contractor

16.2.1. The Supplier declares and confirms that this Contract is an agreement for the provision of services, and that it is an independent contractor. The Supplier, its employees or its shareholders will not be considered IAA’s employees in any case and under any circumstances.

16.2.2. The Supplier alone will be responsible for any payment for damage indemnity or compensation or any other payment due by it under any law to the people employed by it.



16.3. Assignment

16.3.1. The Supplier shall not transfer, delegate, subcontract or assign its rights or obligations (or any part thereof) pursuant to the Contract to any third party without the prior written approval of the IAA.

16.3.2. Any assignment, delegation, subcontracting or transfer, which the Supplier purports to effect without the approval of the IAA, shall be null and void.

16.4. No exclusivity

None of the terms and conditions set forth in this Contract shall be construed as giving the Supplier any exclusivity, including without limitation, regarding the supply or delivery of the Equipment or any part thereof to the IAA.

16.5. Right to Set-off The IAA shall be entitled to withhold any payment due to Supplier against any debt owed to it by Supplier.

16.6. Headings

The sections and other headings contained in this Agreement are for convenience only and do not constitute matters to be considered interpreting this Contract.

16.7. No Waiver Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any Party, upon any breach or default of another Party under this Contract, impairs any such right, power or remedy of such Party nor is it to be construed a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor any waiver of any single breach or default is to be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Contract, or any waiver on the part of any Party of any provisions or conditions of this Contract, must be in writing and is effective only to the extent specifically set forth in such writing.

16.8. Entire Contract



The Contract, together with all Annexes and attachments, including the Tender Documents and the Annexes, contain the entire understanding of the Parties with respect to the subject matter hereof, and all prior negotiations, discussions, commitments, and understandings which were made, if they did, either in writing or orally between the Parties, concerning such subject matters are superseded hereby and thereby.

16.9. Severability

If any term or other provision of this Contract is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Contract nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not fundamentally changed. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Contract so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16.10. Amendments

Any term of this Contract may be amended and the observance of any term of this Contract may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of both Parties hereto, or as otherwise provided under Article 20 above.

16.11. Counterparts

This Contract may be executed in any number of counterparts, each of which is deemed an original and enforceable against the Parties actually executing such counterpart, and all of which together constitute one and the same instrument.

16.12. Notices

Any notice required or permitted to be given to a Party pursuant to the provisions of this Contract will be in writing and will be effective and deemed given to such Party under this Contract on the earliest of the following: (i) the date of personal delivery, or in the event such notice is delivered or received after 5pm local time of the designated receiving Party - 1 Business Day after the date of delivery; (ii) 1 Business Day after transmission by facsimile, addressed to the other Party at its facsimile number, with confirmation of transmission; (iii) 1 Business Day after deposit with a return receipt express courier for domestic deliveries, or 5 Business Days after such deposit for



deliveries abroad; or (iv) 5 Business Days after deposit in local mail by registered or certified mail (return receipt requested) for local deliveries.

For the avoidance of doubt, the periods provided hereinabove refer to any notice received prior to 5pm local time of the designated receiving Party. Any notice received after 5pm local time is deemed as received the following Business Day.

All notices not delivered personally or by facsimile will be sent with postage and other applicable charges prepaid and properly addressed to the Party to be notified at the address set forth above with the recitals, or at such other address as such other Party may designate by 7 Business Days advance written notice to the other Party. For the purpose of this Section, a Business Day is any day between Sunday to Thursday.

16.13. Laws and Jurisdiction

The Contract shall be governed by the laws of the State of Israel (without giving effect to the conflict of laws’ provisions thereof). The competent courts in Tel Aviv shall have sole jurisdiction to hear any matter directly or indirectly connected with the Contract.

IN WITNESS THEREOF the Parties have executed the Contract on the Effective Date:

The Supplier

The IAA



Annex A Technical Specifications



Annex A1 Tables of Compliance



Annex A2(a) Detailed Drawings



Annex A2(b) Summarized Drawings



Annex A3 Functional requirements



Annex A 4 Supplier’s Price Proposal



Annex B Bank Approval Regarding Account Information

Full Name of Account Owner: ________________________________________ Account Number: _________________________________________________ Branch Number, Name of Branch, Name of Bank:

______________________________________________________________

IBAN/SWIFT Number: ______________________________________

Please join the printed identity bank details of your bank account.(IBAN / SWIFT Number).

Permitted signatories in the account (name and ID Numbers): _____________________________ __________________________________ _____________________________ __________________________________

_____________________________ __________________________________

________________________ Bank’s Signature and Stamp

Approval of the Supplier: I, the undersigned, signatory of the Supplier (Full Company Name) __________________, confirm the above, as accurate regarding our account information. Full Name: ___________________ Signature: ______________ Date: __________ Full Name: ___________________ Signature: ______________ Date: __________ Full Name: ___________________ Signature: ______________ Date: __________



Annex C Form of Guarantees

Date: ____________ _______________________ (Name of guarantor to be completed) _______________________(Address of guarantor to be completed) To: The Israel Airports Authority Whose registered office is at _____________________, Israel (the "IAA") Dear Sirs,

Re: Guarantee No. _______ (the "Guarantee")

1. Pursuant to the request of ____________ (Name of Supplier to be completed), whose

registered office is at __________________ (the "Supplier"), we hereby guarantee to pay you any sum, at your demand, up to the overall amount of ______ (the "Principal Amount"), in connection with the Contract No. ___________________ for the acquisition of Control consoles for Air Traffic Control new Tower dated ___________________ (to be completed), executed by and between the IAA, and the Supplier (the "Contract”).

2. We undertake to pay you, upon your first written demand, any sum specified in such demand up to the Principal Amount, immediately and no later than five (5) business days from the date of receipt of your demand at our offices, whose address is indicated on this letter heading.

3. For the removal of doubt, your demand for payment of the Principal Amount may be effected in stages, and the payment will be executed in accordance with your demand provided that the overall total of the payments does not exceed the Principal Amount (prior to any reduction thereto, if applicable).

4. We hereby waive any right we might have of first requiring you to pursue your legal remedies against the Seller and waive notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any failure to comply with the terms of the Agreement. We hereby agree that our obligations under this Guarantee are direct, primary, unconditional, autonomic and irrevocable.

5. This Guarantee will not be assigned or transferred by you without our consent. 6. This Guarantee shall terminate upon the return of this Guarantee Form to us or until

_______ (to be completed), whichever shall occur first.

7. This Guarantee shall be solely and exclusively governed by the laws of the State of Israel and the courts of Tel-Aviv-Jaffa, Israel shall have the sole and exclusive jurisdiction over all matters and disputes arising in connection with this Guarantee.



Yours Sincerely, Bank / Insurance Company____________ Branch ____________________ Address and Telephone____________________



Annex D IAA Safety Regulations

1. Capitalized terms shall have the meaning ascribed thereto herein or in the Contract.

2. The provisions of this Annex will apply to the Supplier, the Supplier’s employees and any contractor and/or sub-contractor employed by the Supplier for purposes of the Contract.

3. Without derogating from the generality of the foregoing, it is hereby clarified that the Supplier will be solely responsible for compliance with the provisions of this Annex by the employees, contractors and/or sub-contractors, engaged by the Supplier for purpose of the Contract, and will be solely responsible for any breach of the provisions of this Annex by any of the aforementioned. Without derogating from the generality of the foregoing, the Supplier undertakes that the provisions of this Annex will be attached to any contract executed between the Supplier and any contractor and/or sub-contractor for purposes of the Contract, and that any such contractor and/or sub-contractor will confirm that the provisions of this Annex constitute an inseparable part of contract between it and the Supplier.

4. Without derogating from the generality of the provisions of the Contract, the Supplier will comply with all labor safety and hygiene legislation in Israel, including the Labor Supervision Organization Law 1954; the Safety At Work Ordinance [New Version] 1970; the Israel Airports Authority Regulations (Maintaining Order At Airports) 1984; the Torts Ordinance [New Version]; the Zoning and Planning Law 1965; the Gas Law (Safety and Licensing) 1989; the Electricity Law 1954; the Non-Ionizing Radiation Law 2006, and all regulations and orders issued pursuant to such laws, which concern the execution of the Contract. The Supplier undertakes to strictly supervise the works executed with respect to the Contract and to ensure that anyone on its behalf will comply with all the provisions of the aforementioned laws, at all times.

5. No later than thirty (30) days as of the Signature Date, the Supplier will submit to the approval of the Authority safety supervisor (the “Authority Safety Supervisor”) a detailed safety plan, including a hazards survey and safety procedures for the work at the Site. This plan will be approved by the Authority Safety Supervisor and attached to this Annex as Annex 1 (the “Safety Plan”). The Safety Plan will be prepared by the Supplier, at its expense, and signed by the Supplier’s Safety Manager, on behalf of the Supplier.



Without derogating from the generality of the foregoing, the risks survey and procedures survey conducted for purposes of preparing the Safety Plan will be performed by a safety engineer qualified in Israel, with demonstrated relevant experience and knowledge.

5. Upon approval of the Safety Plan by the Authority Safety Supervisor, the Supplier have that the Supplier’s Safety Manager qualified as the labor guardian on behalf of the Supplier (as required under the applicable laws), with respect to all matter detailed in the Safety Plan.

6. At the beginning of their work at the Site, and thereafter at least once a year, the Supplier’s employees will undergo a safety briefing with respect to the safety and health risks existing at the Site and concerning their occupation. Such briefing will be performed by qualified instructors, approved in advance by the Authority Safety Supervisor. All costs of such briefings, including, inter alia, employees’ salaries and expenses, will be borne by the Supplier.

7. The Supplier will provide its personnel engaged in foundation works, modification works and/or renovation works, with the necessary protection equipment required under law for the work at hand, with particular emphasis on works in heights, including glowing vests, work gloves, protective glasses, ear plugs and protective helmets.

8. The Supplier and/or anyone on its behalf performing any part of the Contract will use only equipment and machinery which are in good order, and meet the safety requirements under law; electrical appliances with double insulation; and standard ladders and scaffolding. The Supplier will perform, at its expense, periodical inspections for every operational tool/equipment operated at the Site. The inspections will be performed by qualified entities, in accordance with the provisions of any applicable law. The inspections’ details and results will be kept by the Supplier in a designated file for all transportation means and operational means. The file will be available at the Supplier’s offices at the Site for the Authority’s inspection at all times.

9. The Supplier will maintain the order and cleanliness at the Site and will remove, at its expense, all trash from the Site at the end of each work day, in order to prevent unnecessary obstructions.

10. Without derogating from the provisions of the Contract, any transfer of the execution of Contract to any sub-contractor will be subject to the Authority’s prior written consent, and such sub-contractor will be subject, inter alia, to the provisions of this Annex.



11. Without derogating from the provisions of any applicable law and/or regulation, work

with open flame (welding, soldering, hot tarring and any work liable to cause fires) will be performed in accordance with the relevant provisions of the Authority instructions, in coordination with the instructions of the Authority fire fighting officers and subject to the approval thereof.

12. The Supplier will not perform irregular and hazardous work not specified herein, unless a prior written approval for such purposes was issued by the Authority and subject to safety regulations as so instructed by the Authority.

13. The Supplier undertakes to comply with the safety requirements brought to its attention by the Authority Safety Supervisor. The Supplier will comply with the Authority Safety Supervisor’s requirements with respect to the replacement of an employee performing the work in a dangerous and/or negligent manner. Such an employee will not be returned to the Site by the Supplier. The Supplier alone will be liable for any consequence of such replacement (e.g. if the replacement by the Supplier will influence the employer-employee relations between the Supplier and such employee). The Authority will be exempted from any liability arising out of such replacement. In the event legal action is submitted against the Authority by an employee replaced as specified above, the Supplier will indemnify the Authority, immediately, for any expense the Authority may incur as a result of such actions, including any legal fees.

14. Without derogating from the provisions of the Contract, the Supplier will obey any order to cease work issued by the Authority Safety Supervisor due to safety shortcomings in the work. The work will be ceased immediately in order to enable the necessary corrections and will be renewed only subject to receipt of the Authority Safety Supervisor’s prior written approval. In such case, the Supplier will not be entitled to any compensation whatsoever due to the resulting delay, nor for any direct or indirect damages thereto. For the removal of doubt, the Supplier alone will be responsible for such damages.

16. The Supplier will comply with the instructions of the Authority Safety Supervisor, issued from time to time. The Supplier will immediately report the Authority safety and hygiene department, of any work accident at the Site, in accordance with the Labor Supervision Organization Law 1954.



Annex E

Supplier’s Liability and Insurance

1. Seller's Liability and Insurance.

1.1 The Seller shall be legally liable for, and shall fully indemnify and hold harmless IAA or any of its officers, directors and employees against any liability, loss, damage, expense or proceeding whatsoever in connection with this Agreement, including, without limitation, in respect of (i) personal injury to or the death of any person; (ii) any loss or damage to property or otherwise; (iii) any infringement of any third party IP by Seller (iv) any training material or technical manuals or any related services, or (v) any breach of an undertaking, warranty or representation by the Seller hereunder, unless such damage has been caused as a result of negligent act or omission by the IAA.

1.2 The Seller shall bear any payment and/or compensation and/or expense of

whatsoever type imposed and/or enforced in respect or as a result of any of the events detailed above.

1.3 The Seller shall indemnify IAA for any damage and/or loss occasioned to it

as provided above, as a result of any claim in respect of an act or omission as aforesaid, and in the event that IAA is obliged to pay compensation or any other payment in connection with such a claim, the Seller undertakes to pay such sum to IAA itself, upon its first demand, in addition to the maximum interest prevailing at such time at Bank Leumi Le-Israel Ltd, including all the expenses incurred by IAA in connection with such civil or criminal claim, and because of the need to defend itself against the claim.

1.4 Without derogating from Seller’s liability pursuant to this

agreement or at law, the Seller undertakes to arrange and maintain Insurance Policies, at his own expense, with a reputable first class insurance company, during the term of the agreement, as well as for any additional period during which the Seller is held liable (whether at law or under this Agreement) for any damage or loss suffered by any third party, including IAA and/or anyone acting on its behalf, all as set forth in Appendix 1 (the “Insurance Certificate") for its own benefit and for the benefit of IAA.

1.5 In addition to the insurances noted in the Insurance Certificate, the Seller

shall procure and maintain all Compulsory insurances covering liability which is required to be insured under the requirements of the applicable law.



Such Compulsory insurances maintained by the Seller shall include an express clause regarding waiver of the right of subrogation towards IAA, including its directors, officers and employees and towards whoever acts on their behalf and/or in their name.

1.6 The Seller represents and warrants that it shall not have any claims,

demands and/or actions against IAA and/or anyone on its behalf, concerning damage with respect to its property and concerning any damage for which it is entitled to receive indemnification under its insurance policies; and the Seller hereby relieves IAA and/or anyone on its behalf of any liability for such damage. The foregoing shall not apply for the benefit of any one who caused damage with malicious intent.

1.7 For avoidance of doubt, it is agreed that the limits of indemnity noted under

the liability Insurances mentioned in the Insurance Certificate represent a minimum requirement. The Seller undertakes to assess the relevant exposure to liability and determine the limits of liability accordingly.

1.8 Neither IAA nor anyone on its behalf, shall be liable for any loss or damage,

for any reason whatsoever, to any equipment, tools and/or materials of the Seller or any of its Contractors and/or Subcontractors or anyone acting on their behalf which is brought to any site, and all such liability is hereby expressly waived by the Seller, provided that the foregoing shall not apply for the benefit of any one who caused damage with malicious intent.

1.9 The Seller undertakes to provide IAA, no later than seven (7) days from the

date of this Agreement, with the attached Insurance Certificate signed by the Seller’s insurers or such Insurers' authorized representative.

1.10 IAA may examine the Insurance Certificate, which the Seller is committed

to furnish as set out above, and the Seller undertakes to make any change or amendment that will be required in order to make it conform to the Seller’s undertakings. The Seller declares that IAA's right to examine the Insurance Certificate and its right to demand amendments to the Insurance Certificate, as set out above, does not impose on IAA or any party on its behalf any obligation or responsibility in relation to such Insurance Certificate, or as regards the nature, extent and validity of the Seller’s insurance coverage or with respect to the absence thereof, nor does it detract from any liability whatsoever imposed on the Seller under this Agreement.

1.11 The Seller undertakes to fulfill the conditions of the insurance policies

affected by it, fully and punctually pay the insurance premiums, arrange for



and ensure that the Seller’s insurance coverage is in effect according to the Seller’s undertakings.

1.12 Without derogating from the provisions hereof and subject to submitting the

application attached to this contract, IAA shall act to insure, at the Seller's expense, the legal liability of IAA and the Seller towards any third party in respect of accidental damage caused to the person and/or property of any person or corporation, pursuant to the Civil Wrongs Ordinance (New Version) by reason of a negligent act or omission of the Seller or any of its employees, such being solely in connection with the activity of the Seller pursuant hereto. The insurance amount shall not be less than US$ 100,000,000 per event. The applicable excess payable by the Seller in any case in which liability for such damage is imposed on the Seller, pursuant to contract or pursuant to the law, according to IAA's determination, shall be $ 10,000. This insurance will be in excess of the third party liability policy arranged by the Seller as set forth in section 2 to the “Insurance Certificate".

In consideration for this insurance, the Seller shall pay a contribution at a cost of 6.25 pro mille which shall be deducted from the contract price within the framework of this agreement. The payment date is within 14 days of receiving IAA's demand for payment.



Appendix 1 Insurance Certificate

Date: _______________

To: ISRAEL AIRPORTS AUTHORITY (hereinafter “IAA”) Insurance Certificate in connection with the Services provided pursuant to the Contract ("the Contract") executed between IAA and___________ ("The Seller ") on ___________

We hereby confirm that as of ______ and until ____________, we have issued in favour of the Seller, its Contractors, sub-Contractors and/or anyone acting on their behalf, the following insurance policies with respect to the Seller's activity pursuant to the contract. 1. Employer’s Liability Insurance / Workers Compensation: Covering The Seller’s legal liability towards any one engaged by him in providing the Services With a limit of liability thereof shall not be less than $US 5,000,000 for any one occurrence and in the aggregate. This policy is extended to indemnify IAA, including its share-holders, directors, officers and those acting on their behalf in the event that it is determined that they are liable as an employers of any such person. 2. Public (Third Party) Liability Insurance Policy: Covering The Seller’s legal liability towards any third party in respect of any loss or damage caused during the period of the Contract and/or in connection therewith, with a limit of liability of not less than $ 1,000,000 for any one occurrence and in the aggregate. This policy is extended to indemnify IAA, including its share-holders, directors, officers and those acting on their behalf for their liability for the actions and/or omissions of the Seller and/or anyone acting on its behalf, subject to a cross-liability. 3. Property Damage Insurance: Covering any property owned and/or used by the Seller and/or for which the Seller is liable for, including the tools and equipment, at its full value, against any loss, destruction or damage, caused by, inter alia, fire, lightening, explosion, earthquake, storm, tempest, water damages, damage caused by aircraft or vehicles, disturbances, strikes, riots and burglary. 4. Products Liability Insurance subject to a limit of indemnity of a least US$ 5,000,000.- any one occurrence and in the aggregate covering Seller's liability for Bodily Injury or damage to property due to the supplied Products and/or additions and/or extensions and/or any services performed under this Agreement.



The policy shall apply retroactively as of the date at which the Seller supplied the Products and/or additions and/or extensions and/or any services, even if Seller prior to the execution of the Agreement. The policy includes an extended reporting period clause of at least 12 months, pursuant to which, in the event that the insured party does not renew the said policy, the policy shall cover damage which originated during the insurance period, with respect to which notification was sent to us during the notification period. This policy is extended to indemnify IAA, including its share-holders, directors, officers and those acting on their behalf for their liability for Bodily Injury or damage to property due to any defect or fault in the Products and/or any services performed under this Contract. The following provisions apply to the above policies: a. The said policies have preference over any other insurance procured by IAA, and the

insurer hereby waives any claim or demand, which it may have with respect to the participation of their insurances.

b. We waive our right to subrogation against IAA and anyone acting on its behalf,

including their directors, officers and employees. c. The policies described above shall not be reduced or cancelled, without 60 days prior

written notification thereof, sent to the IAA via registered mail. d. The policies shall be subject to worldwide territorial limits and jurisdiction. e. We are aware that the Seller alone is liable for payment of the insurance premiums and

deductibles. This confirmation is subject to the terms, conditions and provisions of the original policies insofar as not expressly altered by the aforegoing.

Yours faithfully, ______________________________ Insurance Co. Ltd ______________________________ Signatory's name and position