AGREEMENT THIS AGREEMENT is made in this day of, 201, by and between: THE ISRAEL ELECTRIC CORPORATION LIMITED, a corporation registered in Israel (public company registration Number 520000472), having its registered office at 1 Netiv Haor Street, Haifa, 3508510, Israel (hereinafter referred to as "the Purchaser") of the one part and,, a company registered in (company registration Number ) and having its office at (hereinafter referred to as the "Contractor", which expression shall be deemed to include its successors and permitted assigns) of the other part; PREAMBLE A. WHEREAS, the Purchaser intends to conduct a Smart Meter Project involving the purchase of a smart meter system, including approximately 119,329 meters and 1,270 data concentrators (subject to changes in accordance with Annexure Z ), to be designed, delivered, installed, integrated and tested in Israel all as specified in Annexure B (hereinafter "the System"); and B. WHEREAS, the Purchaser wishes to implement the System in three phases, namely: (i) Phase A This First Stage shall include, inter alia, purchase, delivery, testing and limited installation of meters, data concentrators ( DC s ), instrument current transformers ( CT s ) and associated components as well as implementation of the processes and basic functions of the Metering Data Management systems ("MDMs") and associated computer hardware and software to enable the deployment of the meters; (ii) Phase B (shall include, inter alia, further purchase, delivery and installation of meters, DC s, CT s and associated components as well as implementing the further processes and interfaces required between the software systems and the Purchaser s Customer Information System ( CIS ) to enable implementation of the project. (iii) Phase C shall include, inter alia, providing support for all working systems and the implementation of additional processes and functionality in the MDMs required for future use, but not necessarily for the project as well as the delivery of further meters, DC s and CT s. The above three phases shall together be referred to as the "Project" and the above division of the Project into three phases is solely intended for purposes of overall general conception of the present intentions of the Purchaser; and
C. WHEREAS, the Purchaser wishes to engage the services of experts in the field of smart meter systems for purposes of supplying the System and implementing the Project and such services shall include, inter alia, integration services and follow-on support all as specified in Annexure "B" to this Agreement; and D. WHEREAS, the Contractor agrees to supply the System and associated services as specified above; NOW THEREFORE, THIS AGREEMENT WITNESSETH as follows: 1. The Preamble and the following documents attached hereto shall constitute an integral part of this Agreement and the parties shall observe and abide by them as hereinafter specified: ANNEXURE "A" Terms & Conditions, revised for Contract, 201 including: Form 1 - Certificate of Milestone Achievement Form 2 - Certificate of Final Acceptance Form 3 - Reserved Form 4 - Purchaser's letter pertaining to Contractor's Non- Israeli Service Personnel (in Hebrew and English) ANNEXURE "B" ANNEXURE "C" ANNEXURE "D" ANNEXURE E1 ANNEXURE E2 ANNEXURE F1 ANNEXURE F2 Technical Requirements document for Smart Meter Project dated February 2016, including project implementation and submittal and conformity tables, revised for Contract 201_, (also referred to herein as the Specification ) Contractor's Proposal, Number, dated, including: Summary of Prices, Table of Payment Milestones and Delivery Schedule, Annexure C1 all revised for Contract 201_, Draft Form of Standby Letter of Credit Guaranteeing the Due Performance of the Contract from Non-Israeli Bank Draft Form of Guarantee Guaranteeing the Due Performance of the Contract from Israeli Bank or approved Israeli Insurance Company (in Hebrew) Down Payment Guarantee (from non-israeli banks) Down Payment Guarantee (from Israeli banks or approved Israeli insurance companies) 2
ANNEXURE "G" ANNEXURE H ANNEXURE "I" ANNEXURE "J" ANNEXURE K ANNEXURE "L" ANNEXURE "M" ANNEXURE "N" ANNEXURE "O" ANNEXURE P ANNEXURE "Q" ANNEXURE "R" ANNEXURE "S" ANNEXURE "T" ANNEXURE U ANNEXURE "V" ANNEXURE "W" ANNEXURE "X" ANNEXURE Y Parent Company Guarantee (where applicable) Price Adjustment (where applicable); Project Schedule Subcontractor List Security Appendix Insurance Requirements Preference to Suppliers of Israeli Manufactured Goods Delivery, Shipment & Handling Safety Appendix Commercial Cooperation Undertaking Ethics, Integrity & Impropriety Financing List of Potential Guaranteeing Banks ANNEXURE Z Special Conditions (Flexible Frame Contracts/Orders ) This Agreement and the said attached Annexures are hereinafter referred to, collectively, as the "Contract". 3
The order of prevailing documents shall be as follows: (i) Draw Order (ii) This Agreement, subject to changes in accordance with Annexure Z (iii) Annexure A, subject to changes in accordance with Annexure Z (iv) All other documents except Annexure "C" which are made part of the Contract only insofar as they are consistent with the other Contract documents. There are no agreements between Contractor and Purchaser, whether oral or written, other than those herein contained, and the Contract supersedes any and all previous oral or written representations, inducements, or understandings. 2. In consideration of the payments to be made by the Purchaser to the Contractor as specified in the Contract, the Contractor hereby covenants with the Purchaser that the Contractor will duly design, and timely provide, and deliver the System described in paragraph A of the Preamble (as further defined in Article 1 of Annexure "A") and carry out all the other elements of the Work, as such term is defined in Article 1 of Annexure "A, and otherwise perform acts and things in the Contract mentioned or described or to be implied therefrom or as may reasonably be necessary for the completion of the Work within and at the times and in the manner and subject to the terms and conditions of the Contract. 3. (a) The Purchaser, in consideration of the undertakings of the Contractor and of the faithful accomplishment of the Work, agrees to pay to the Contractor the firm sum of, being the price of the basic scope of Work (hereinafter "Basic Contract Price"), as further detailed in Table 1 of Annexure C1 of the Contract. (b) The Basic Contract Price stated in Subclause 3(a) above shall be comprised of: (A) in respect of meters, DC s, CT s, related hardware and software and associated equipment and services, as specified in Table 2 of Annexure "C1" and the said price includes delivery and Acceptance as specified in Annexure "A". 4
(B) in respect of software systems and related hardware as specified in Table 3 of Annexure "C1", and the said price includes delivery and Final Acceptance as specified in Annexure "A". (C) in respect of Project services as specified in Table 4 of Annexure C1 (hereinafter: Price for Services ). and shall also include all expenses such as inland travel expenses, meals, flight costs and hotel accommodation. 4. (a) In addition to the basic scope of Work specified in Clause 3 above, the Purchaser shall have the following options as further detailed in Table 5 of Annexure "C1", (in whole or in part at the prices specified therein, including the price of all aspects of the Work and all costs and expenses related to the Work such as travel costs and living and accommodation expenses): (i) To extend the warranty period of the meters, DC s, CT s and associated components mentioned in article 4 of Annexure A, in accordance with the price set forth in Annexure C1, for a total allocation estimated at. (ii) To purchase follow on support for the software following the warranty period mentioned in article 4 of Annexure A, in accordance with the price set forth in Annexure C1, for a total allocation estimated at. (iii) To purchase additional services for the software systems in accordance with the price set forth in Annexure C1, for a total allocation estimated at. (iv) To purchase approximately another 81,000 smart meters and 800 data concentrators and associated components and services, as specified in Annexure B and subject to changes in accordance with Annexure Z, in batches to be determined by the Purchaser, during the period 2019-2020, in accordance with the price set forth in Annexure C1, for a total allocation estimated at. 5
(b) In the event the Purchaser exercises any of the options specified in this Clause 4, the Purchaser shall issue an amendment (Change Order) to the Contract and the terms and conditions applying to the Contract shall mutatis mutandis apply to those options exercised. 5. Subject to the provisions of Article 5 of Annexure "A" (Change Orders), (where applicable) and except as may otherwise be expressly provided in the Contract, all the above prices are firm and shall neither be subject to adjustment nor be affected by any variation in the cost of materials, labor, or transport or any costs of conforming with any laws, orders or regulations of any government or local or other authority or for any other reason. 6. The Basic Contract Price together with the price of Change Orders (if any) shall hereinafter be referred to as the "Contract Price", shall be paid in accordance with Article 27 of Annexure "A". 7. The Contract is subject to the approval of the competent Israeli governmental authorities. IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS ON THE DAY, MONTH AND YEAR FIRST AFOREWRITTEN. THE ISRAEL ELECTRIC CORPORATION LTD. BY ATTEST BY ATTEST COMPANY BY ATTEST 6