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11 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX SERVICE CONTRACT concluded pursuant to Section 1746, paragraph 2 of the Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as Civil Code ) (hereinafter referred to as the Service Contract or Contract ) 1. CONTRACTING PARTIES Air Navigation Services of the Czech Republic A state enterprise existing and organized under the laws of the Czech Republic, Having its registered office at: Navigační 787, Jeneč, Czech Republic Company Identification Number: Tax Identification Number: CZ IBAN: CZ Bank connection: CSOB Praha 5 Account number: /0300 SWIFT code: CEKOCZPP Registered in the Commercial Register of the Municipal Court in Prague, Section A, Insert 10771, Represented by: Ing. Jan Klas, Director General on the first part (the "Client") and Thales Air Systems S.A.S having its registered office at: XXX VAT number: XXX Bank connection: XXX Account number: XXX IBAN: XXX SWIFT code: XXX Represented by: XXX on the second part (the "Provider") Client and Provider hereinafter also referred to as the Party or Parties.

12 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX 2. SUBJECT OF THE CONTRACT 2.1 The subject of the Contract is the provision of hardware service support by the Provider for Radars which are listed below: RSM 970S BUKOP, RSM 970S/STAR2000 Prague, RSM 970S PISEK The items covered by the Contract are exclusively limited to those listed in the Annex A hereto (hereinafter referred to as Covered Items ) Service Contract does not cover consumable items. 2.2 Service support includes: Service readiness, Individual repairs of the Covered Items. 2.3 Service readiness includes: Establishment of a facility for notification of the request made by the Client for service intervention on working days between 09:00 and 18: Establishment and maintenance of Test bench in the operational configuration of the supported Items Establishment and maintenance of spare parts storage 2.4 Individual repairs of the Covered Items include: Receipt of defective Covered Items from the Client Analysis of the situation and detection of the defective part of Covered Items Repair of and/or replacement of defective Covered Items Delivery of repaired and/or replaced Covered Items to the Client. 2.5 The Client undertakes to pay the Provider for the above mentioned service support the agreed price in the amount and under the conditions specified in the Contract. 3. PLACE OF PERFORMANCE 3.1 The service support shall be performed at the Provider s premises in France. 4. SPECIFICATION AND SCOPE OF SERVICES REQUIRED 4.1 The service support shall be provided by repair or replacement or standard exchange of the faulty Covered Items. 4.2 The Provider guarantees Turn Around Time (TAT) as defined per Covered Item in Annex A TAT is defined as the time elapsed between the date of arrival of the faulty Covered Item to the Provider s premises and the date of shipment of the repaired (or replaced) Covered Item from the Provider. 2

13 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX The Provider shall inform the Client well in advance if the TAT cannot be reached. 4.3 Sending faulty Covered Items to the Provider: Before sending a faulty Covered Item, the Client shall inform the Provider by faxing a copy of the Shipping Invoice (see template in Annex B) to the Provider s contacts listed in Annex D Serial numbers of Covered Items to be repaired or replaced shall not be mentioned in the documents Each Covered Item to be repaired or replaced shall be shipped to the Provider with Item Failure Repair/Report sheet enclosed (see template in Annex C) duly completed by the Client The Provider shall acknowledge receipt of the shipment to the Client s contacts listed in Annex D. 4.4 Sending repaired or replaced Covered Items to the Client: Each repaired/replaced Covered Item shall be shipped to the Client with Item Failure Repair/Report sheet enclosed (see template in Annex C) duly completed by the Provider The Client shall acknowledge receipt of the shipment to the Provider s contacts listed in Annex D. 4.5 All Covered Items to be repaired or replaced shall be delivered by either Party on a DAP basis to the premises of the other Party, according to INCOTERMS 2010 of the International Chamber of Commerce (ICC publication n 715). Transfer of risks shall take place upon their delivery as set forth in the INCOTERMS 2010 for a DAP delivery. 4.6 The repair or replacement of any defective Covered Item shall not affect the title of said defective Covered Item which shall remain vested at the Client, it is being understood that the Provider shall bear all risks of said Covered Item while in its custody. 4.7 If the Provider is informed that production of equipment or components will expire, the Client shall be advised in advance, in order to consider and: order a sufficient stock of spares, or, initiate a modification of such an equipment or components In case of a major obsolescence, impending the repair or replacement of a faulty Covered Item, the Parties will jointly determine possible solution(s) and corresponding cost impact in order to overcome the problem. 5. PRICE AND PAYMENT CONDITIONS 5.1 The total price of service support provided under this Contract (as defined in Article 2.2) is composed of the price of service readiness and the price of individual repairs of the Covered Items over a period of forty eight (48) consecutive calendar months including all fees and any other costs related to the performance thereof under the Contract. Notwithstanding the foregoing, the total price of service support shall however not exceed XXX Euro. Should such total price of service support be exceeded during the term of the Contract, the Provider shall notify the Client thereof in writing and stop performing individual repairs of Covered Items. 5.2 The price of the service readiness in the scope specified in Article 2.3 hereof is: XXX EURO for a period of forty eight (48) months. 3

14 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX 5.3 The price of individual repairs of Covered Items in the scope specified in Article 2.4 hereof shall be charged by the Provider on the basis of the price list set forth in Annex A. 5.4 The above prices are set as fixed and unchanging throughout the duration of this Contract. The prices are expressed excluding VAT, including all taxes, duties and charges. Provider declares that its domicile is France. Client declares that its domicile is the Czech Republic. Client is not responsible for the tax liabilities of Provider which are arising in the Czech Republic.The service support shall be invoiced to the Client by the Provider as follows: Payments for the service readiness shall be paid in the form of half year payments. The half year payment shall be fixed to the amount of XXX EUR. Payments shall be paid on the basis of invoice. The invoice shall be issued by the Provider in July and January of the respective year Payments for individual repairs of Covered Items shall be paid by quarterly payments according to prices listed in Annex A. Payments shall be paid on the basis of an invoice for all individual repairs performed in the previous quarter. The invoice shall be issued by the Provider on the last working day of each calendar quarter. 5.5 The invoice shall be paid by the Client within thirty (30) days from the date of its receipt by the Client by bank transfer to the Provider s account. A copy of Repair Reports sheets of all individual repairs of Covered Items invoiced shall be an integral part of the invoice. 5.6 The invoice with reference to the Contract number shall be sent to the Client s registered office address which is specified in the heading of the Contract. 5.7 In case of overdue payments by the Client, the Provider shall be entitled to claim the payment of the interest rate of 0,05 % of the amount invoiced or of its part not yet reimbursed for each day of delay. The penalty for late payment shall be paid in addition to the amount invoiced. 6. DURATION 6.1 This Contract is effective from June 1, 2017 until May 31, 2021, or until the total price of the service support exceeds the amount set forth in Clause 5.1, whichever occurs first. 7. WARRANTY 7.1 The Provider shall guarantee that the repaired or replaced Covered Items are free from any defects in material and workmanship under proper use and maintenance for a 6 (six) months period from the date of each DAP delivery date plus 1 (one) month for the plug-in operation onsite in the relevant Radar. 7.2 The above warranty, however, shall apply only in as much as the repaired or replaced Covered Items have been used in compliance with the Provider s specifications and instructions under normal operating conditions. The above warranty shall not apply in case of normal wear and tear or of defective maintenance or storage or inadequate electric power supply, or any other inadequate environmental conditions. 7.3 Unless stated otherwise in the Contract, liability for defects shall be adequately governed by the provisions of the Civil Code. 4

15 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX 8. INDEMNIFICATION 8.1 In the event that the Provider fails to comply with the TAT of any Covered Item, the Client is entitled to charge the Provider a conventional fine 750 (seven hundred and fifty) EUR per day of delay. 8.2 If the Provider does not hold the Certificate as from Article 10.3 the Client is entitled to charge the Provider a conventional fine of (twenty thousand) EUR. 8.3 The conventional fine shall be paid by the Provider independent of the possible damage caused to the Client. Such indemnity mentioned herewith shall be the subject of separate reimbursement. 8.4 The Provider shall be liable to the Client only for damages which arise directly from the performance, incorrect performance or non-performance of the Provider s duties and obligations under this Contract. The Provider shall indemnify the Client for loss, damage and injury suffered or incurred by the Client which arise directly as a result of any failure by the Provider to properly perform the Contract, whether for breach of Contract, defective Equipment, Software or Services or otherwise. 9. CONTRACT TERMINATION 9.1 Both Parties declare that in the event of non - performance of mutual obligations they will use all available means to achieve factual remedy. 9.2 In the event that remedy cannot be reached in an amicable way, either Party is entitled to terminate the Contract if the other Party materially breaches its obligations under the Contract. The termination must be made in writing including the reasons. 9.3 The Client may terminate the Contract in case of material breach of this Contract by the Provider. The following actions shall be deemed to be a material breach of the Contract providing good reason for termination: delay in the TAT longer than thirty (30) days, or repeated (i.e. more than twice) breach of obligations under Article 10 hereof. 9.4 The Provider is entitled to terminate this Contract in the event that the Client is in default with the payment of an invoice for more than three (3) months. In case of termination for this reason, the Client shall pay the Provider any costs demonstrably incurred at the date of termination. 9.5 Either Party shall be entitled to terminate this Contract if the other Party is bankrupt in accordance with its national law. 9.6 In the event of termination of this Contract by either Party, the force and effect of the Contract shall expire upon delivery of a written notice to the other Party. 9.7 In case of the Contract termination, any claims of both Parties shall be settled so as to avoid any undue enrichment for either Party. 5

16 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX 10. PROVIDER S OBLIGATIONS 10.1 The Provider agrees to provide the service support in an orderly manner and in accordance with applicable standards and regulations that apply to that type of activity. Any damages resulting from violation of these standards and regulations by the Provider shall be borne by the Provider The Provider declares that it is insured against liability for damage caused by his activities to other persons The Provider declares that it holds valid approval certificate to install, maintain, repair and modify Aeronautical Ground Facilities on the basis of compliance with requirements of Act No. 49/1997 Coll. on civil aviation, as amended, 17 and Annex No. 1 to Decree No. 108/1997 Coll., as amended, paragraph surveillance. The approval certificate has to be valid for the entire period of validity of the Contract By signing this Contract the Provider acknowledges that it is not authorized to disclose or disseminate any information which could affect the security of civil aviation, namely due to requirements for maintaining security in civil aviation resulting from the relevant legislation (in particular the Aviation Regulation L17 based on International Civil Aviation Organization ICAO rules) and imposing on air navigation service providers to take appropriate actions as a base to provide safeguarding of civil aviation against acts of unlawful interference. Particularly, the Provider shall not anyhow reproduce and redistribute any information acquired in connection with the performance of this Contract The Provider acknowledges that the Client is obliged to publish this Contract and associated information and documents related to the performance under this Contract pursuant to the Act No. 134/2016 Coll., on Public Procurement, as amended. However, information relating to copyright in accordance with the Act No. 121/2000 Coll., on copyright, rights pertaining to copyright and the amendment of certain laws (the Copyright Act), as amended and information under provisions of Section 504 and Section 1730 subs. 2 of the Civil Code will continue to be protected, if so expressly indicated. For these reasons the following information shall not be disclosed: Article 8 Conventional Fines Annex A: Covered Items and Price List Annex B Shipping invoice Annex D Contact information 11. CLIENT S OBLIGATIONS 11.1 The Client shall provide the Provider necessary assistance upon request and, for the purposes of the Contract, the assistance means: ensuring that the necessary operational and environmental conditions are maintained for the Radars in which the Covered Items are incorporated and will take due account of the advice and recommendations of the Provider as to the use and the maintenance of such Radars, preparation, provision or delivery of documents to the Provider to the extent necessary for the proper provision of service support in accordance with the Contract, based on the prior Provider s request and provided that Client s internal safety regulations allows this The Client undertakes not to reproduce or have reproduced or to authorize to be reproduced, disclosed or have third parties used, without the Provider s prior written agreement, the Covered Items supplied under this Contract and the documents delivered to the Client in relation to said Contract. 6

17 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX 11.3 The Client hereby undertakes not to disclose, assign or transfer, sell, lend or deliver to any third party under any conditions whatsoever, with or without compensation, temporarily or permanently, the Covered Items and spares which is the subject of this Contract, documentation, operation manuals and information in any way whatsoever related to this Contract, without the prior written agreement of the Provider The provisions in Articles 11.2 and 11.3 shall not apply in the event when the Client has to provide such information or documentation to the state control bodies. 12. SETTLEMENT OF DISPUTES 12.1 All disputes, controversies or titles arising from or in connection with this Service Contract, termination or invalidity therefore, which cannot be settled by Parties in a friendly manner, shall be finally settled under the appropriate court of the Czech Republic. The Parties hereby agree that a court of the Client s registered office shall be considered appropriate The language to be used in trial and award shall be Czech The Service Contract shall be governed by the laws of the Czech Republic. 13. FORCE MAJEURE 13.1 The event and circumstances of an extraordinary character which may take place after signing of this Contract which are beyond the control of either Party and which cannot be reasonably foreseen such as earthquakes, flood, fire, or other natural physical disasters, epidemics, war, hostilities, rebellion, revolution, civil war, riot, commotion, strikes, acts of state, congestion of ports/airports and all other cases which Parties cannot foresee and which make impossible any fulfillment of the contractual obligations entirely or partly shall be deemed as Force Majeure The Party referring to the Force Majeure is bound to inform the other Party immediately in writing when such an event has occurred and state the circumstances and reason of its occurrence In case of Force Majeure the contractual obligation of a given Party shall be prolonged for the time of acting of Force Majeure and its consequences. In such case the Party referring to the Force Majeure shall not be considered as being in default in fulfilling the contractual obligations. 14. OTHER PROVISIONS 14.1 This Contract may only be altered or amended by way of an express written agreement concluded by and between both contracting Parties in the form of an amendment to this Contract, signed by both Parties hereto The Provider hereby declares and is responsible for ensuring that it is authorized to conduct business within the scope of this Contract and that the performance of the service support will be provided with professional care and is responsible for ensuring that the implementation of the Contract shall not affect the rights of other persons, in particular copyrights. The Provider shall be liable for copyright protection and any liability arising from this shall be payable by the Provider Both Parties declare that the respective articles hereof are sufficient in terms of conditions necessary for the establishment of a contract-based relationship and that they have made this Contract of their free will and that this Contract is concluded definitely, seriously and clearly. The Parties have agreed that the Civil Code, as amended governs their contract-based relationship. 7

18 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX 14.4 This Contract has been made in four original copies in English, of which each Party shall receive two copies The following Annexes form an integral part hereof: Annexes: Annex A Covered Items and Price list Annex B Shipping Invoice Annex C Repair/Report sheet Annex D Contact information In Jeneč, on... In XXX, on Director General Jan Klas ANS CR XXX Thales Air Systems S.A.S. 8

19 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX Annex A COVERED ITEMS AND PRICE LIST A.1. Scope This Service Contract deals with the repair of defective Covered Items in the following radars: PISEK RSM 970S Prague STAR2000 & RSM 970S BUKOP RSM 970S A.2. Covered Items The electronic items covered by this Service Contract are exclusively limited to those listed in the tables below. Radar modules: Part Number THALES Internal ref. Designation SCALE TAT A0N SUM HPA MODULE D A0O CONTROL HPA MODULE D A0P DRIVER INTERFACE MODULE D AX288 2U power supply unit BB A5K Digital receiver processor MDRP F A4U LO monitoring box BB A3T Mode-S digital receiver D MMXc Mode-S modulator extractor compact BB A29-03 PUMA/LION gigabit board TBS CC A2F-01 RIO board TBS 366 CC CPM-150W Power supply AC/DC BB plines4 BB COA50123B Single Encoder CC COA23227 Dual Encoder CC 40 9

20 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX DR-4505 Encoder power supply 5V EE DR-4515 Encoder power supply 15V EE DRP Power supply unit 24V 5A AA DRP48S-48 Power supply unit 48V 5A AA N/A RX/TX fan unit BB N/A MMX-C fan unit BB DPC, TMR PC Configured PC for Data CC 40 Processing Cirius MES110 S band PA driver CC MES1400A S band power module CC AA 2A0A RCM Interface card CC TGE233 I/O interface & safety card CC MES4136CM5,6 Low voltage power supply BB TBS378 Front panel card BB RF822SA Low noise amplifier D N/A 4 channel switch (RF channel) BB N/A 3 channel switch (RF beam) CC BE TFH353 STALO unit CC TFH REFERENCE unit RSG2500 CC TFH DIGITAL GENERATION unit D TFH S Band UP-CONVERTER unit CC TFH343 INTERFACE board CC TFH348 GSR switching unit BB TFH RCV CHRONOMETRY unit CC A0M-01 RECEIVER RNG GDS E TFH RSR SWITCHING unit CC NNS Power supply NNS Power supply AA 40 AA 40 10

21 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX NNS Power supply NNS Power supply LTM PC LTM for RCMS LTM PC LTM for RCMS STM PC STM for RCMS STM PC STM for RCMS N/A PC configured IBIS NTPS NTP server Cirius high precision N/A PC for SDPT AA 40 AA 40 CC 40 CC 40 CC 40 CC 40 CC 40 BB 40 CC 40 Transponder SMS: Part Number THALES Designation SCALE TAT Internal ref SMS DELAY BOARD BB SMS2 DELAY BOARD-2 CC (X) SMS IBC BOARD BB 60 (*) SMS2 IBC2 BOARD CC SMS & SMS2 POWER SUPPLY 24V AA SMS & SMS2 POWER SUPPLY 5V AA SMS SMS Site monitor E 60 (*) SMS2 SMS-2 Site monitor E 60 (*) SMS2 TRANSPONDER - 2 E 60 (X) This Covered Item is obsolete. The standard exchange service is no longer available Thales will do its best effort to repair this item, if repairable, without any possible replacement. * Subject to the reparability of the item, as confirmed by Thales. A.3. Thales Web services for Repair Service By completing the on-line Web registration form, the Client can have direct access to: - The status of the items currently under repair or having left the Provider s factory within the last three (3) months. - The shipment tracking numbers of the repaired items, - The obsolescence information & last buy orders. This information will be available on the Customer Online (COL) web address: in the THALES Customer Service «Registered customers» private area. 11

22 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX A.4. Price List REPAIR PRICE SCALE [ ] AA BB CC EE D E F Repair Price [ ] (INCOTERMS 2010, DAP Prague Airport) 12

23 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX Annex B Shipping invoice STANDARD SHIPPING INVOICE Only valid for MATERIAL sent from EU Countries N DATE Not valid for AIR CARRIER / AIRLINE SENDER : VAT number (for EU countries) : Person in charge : Phone : Fax : CONSIGNEE: THALES AIR SYSTEMS C/O Service IED Bât 07 29, rue de Montaran FLEURY LES AUBRAIS FRANCE Tél Prior to shipment, please mail or fax a copy of this document to : import-flor@thalesgroup.com Fax : AWB N : FLIGHT N : Date of Shipment : Or Carrier s Name : Carrier s Document ref : Date of Shipment : Quantity of packages : Package(s) ref. Nr : Total Gross Weight : Total Net Weight : Total Volume : Delivery terms (Incoterms 2010): DAP FLEURY LES AUBRAIS France Repair Service Punctual Repair Spares Without payment With payment Under guarantee Site of origin : ITEM(S) SENT UNDER CONTRACT N Item description Qty Part Number Serial Number MANDATORY FIELD Unit value (Currency) Total Value (Currency): 13

24 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX Annex C Repair/Report sheet by Mr/Mrs:... FAILURE REPORT (filled by ANS CR) DATE :... ITEM NAME :... ITEM PART NUMBER :... Located in EQUIPMENT :... SITE :... DESCRIPTION OF FAULT: by Mr/Mrs:... REPAIR REPORT (completed by THALES) RECEIVED ITEM SERIAL NUMBER :... RETURNED ITEM SERIAL NUMBER :... ARRIVAL DATE AT THALES :... SHIPPING DATE FROM THALES :... DESCRIPTION OF REPAIR/REPLACEMENT ACTION:

25 Contract No. ANS CR: 006/2017/PS/033 Contract No. Thales: XXX Annex D Contact information The Client Contact for shipment of repaired items Consignee address: Air Navigation Services of the Czech Republic Navigační 787, Jeneč, Czech Republic Petr Šoulák soulak@ans.cz Contact person for organizational and contractual matters Pavel Podzemsky podzemsky@ans.cz The Provider Contact for shipment of repaired items Samir Gouttay samir.gouttay@thalesgroup.com Contact person for organizational and contractual matters Samir Gouttay samir.gouttay@thalesgroup.com 15

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