LTSA-Contract Package 2

Contract Package 2
Long Term
Service Agreement
Specification
for One (1) H Type Single
Shaft Combined Cycle Unit
Table of Content:
1. Information Required from Bidders – Stage 1
2. Exhibit 1 - Orot Rabin H Units LTSA Specification
2.1 Exhibit 1A - Program Parts List
2.2 Exhibit 1C - Planned Maintenance Forecast
2.3 Exhibit 1D - Fuel Specification
2.4 Exhibit 1E - Division of Responsibilities
2.5 Exhibit 1F - Program Management Services Description
2.6 Exhibit 1I - Required Personnel for Scheduled Inspections
2.7 Exhibit 1J - Outage Services Responsibilities
2.8 Exhibit 1K - Field Service Categories
3. LTSA Draft Contract
4. Exhibit 6 - Generic Contractor Scope for Planned Maintenance

Outages and Division of Responsibility (EXAMPLE)
5. Exhibit 7 - Resident Engineer
6. Exhibit 8 - diagnostic and monitoring

Information Required
from Bidders
Stage 1
1
Instructions Regarding Information Required for Stage 1 – Long Term Service

Agreement
The following instructions set forth the basic LTSA information which each bidder is
required to provide as part of its Stage 1 proposal; these information requirements do not
detract from any information which bidder is required to provide in connection with the
EPC contract and/or in connection with any threshold conditions as set forth in the RFP,
and are in addition thereto.
1. Bidder will describe in details the planned maintenance activities it will perform as
part of the LTSA for the GT, ST and Generator as well the routine maintenance to
be performed by IEC as required to maintain the LTSA warranties.
2. The description of the planned maintenance activities to be performed by bidder (as
contractor in the LTSA) will include bidder's project management and logistic
support, number of outages according to type, estimated length of typical outages,
manpower support during outages, parts replaced in each type of outage, parts
reviewed in each type of outage , tools required for each type of outage, IEC
support expected per each type of outage and any other information deemed
relevant by bidder.
3. The following tables must be filled in as part of bidder's Stage 1 proposal:
Exhibit 1, Article 4.1 - all tables.
Exhibit 1-A and add full list for GT rotor,

combustion and stator according to the table (program part, type component).
Exhibit 1-C - insert EOH appropriate for bidder's CCGT in Articles 3 & 4,
prepare and provide a time line according to the model timeline provided by IEC;
provide the EOH calculation formula as requested in Article 2.
Exhibit 1-I - table 1-82 and add or delete functions as relevant.
Exhibit 1-12 –expert tables and add or delete functions as relevant (DO
NOT fill in Basic Rates Table).
Exhibit 6 - fill in activities performed by bidder (as contractor) in each type

of outage.
The Israel Electric Corporation Ltd .‫חברת החשמל לישראל בע"מ‬

Registered Office: POB 10, Netiv Haor 1, Haifa, Israel, Fax: 972-4-8182707 :‫ פקס‬,31000 ,‫ חיפה‬10 ‫ ת"ד‬,1 ‫ נתיב האור‬:‫המשרד הרשום‬
http://www.israel-electric.co.il
Exhibit 1
Orot Rabin
H Units
LTSA
Specification
Power and Energy Group
Deputy Generation division
Mechanical Engineering
Our Ref:
Subject: Long Term Service Agreement

("LTSA") for One (1) H Type Single Shaft Combined Cycle Units
1. Owner: The Israel Electric Corporation Ltd.
2. Contract Scope: Planned maintenance for 100K EOH as per relevant Contractor for OWNER
owned dual fuel H Type Single Shaft Combined Cycle Unit and auxiliaries ("Covered Units"),
all as further detailed in Article 6 below and the all the contract documents.
3. Name and Location of the Covered Units:
3.1. Orot Rabin 70 - Located in the Orot Rabin power station in Hadera.
3.2. Orot Rabin 80 - Located in the Orot Rabin power station in Hadera.(optional)
4. Planned Outage Scope
4.1. Planned Outages Scope
Maintenance scope should include all required maintenance activities until 100K EOH outage for
the GT. The maintenance scope will include the GT, Generator and ST and the Auxiliaries.
Bidder shall include detailed scope for each outage type for each Major component (GT,
Generator, ST).
Bidder shall define the EOH interval and duration for the all Planned maintenance in the following
tables:
Expected Duration
GT - Planned Outage type # of Starts
EOH (Working days)
Periodic inspection (Minor) interval
Major Outage

Expected Duration
Generator - Planned Outage type
EOH (Working days)
Major Outage
Expected Duration
ST - Planned Outage type
EOH (Working days)
Major Outage
5. General Unit Description.
5.1. GT Equipment Data:
o single shaft H type 50Hz

o Dual Fuel with natural gas as primary fuel and distillate oil as secondary fuel.
o Mode of operation - base load or two shift
5.2. Projected Maintenance Forecast
5.2.1. Forecast outages plan is based on 650 working hours & 5 starts per month on average.
6. Scope of Supply
6.1. Contractor Scope for Planned Maintenance Outages
6.1.1. Carry out the Planned Outage for each Covered Unit according to the contract terms
and conditions and the detailed scope and schedule coordinated between Contractor
and Owner.
6.1.2. Supply of all Services for each Planned Outage.
6.1.3. Provide TAs.

6.1.4. Supply of Program Parts in Exhibit 1-A.
6.1.5. Supply of all Parts required for reassembly (consumables) of the Covered Unit.
6.1.6. Supply all tools required to perform the Planned Outage.
6.1.7. Provide and support the Owner with Parts and Services required for
dealing with findings determined during the Planned Outage.
6.1.8. Responsibility for the Unit cold and hot commissioning including but not limited to
combustion tuning in dual fuels and calibration of all the auxiliaries equipment.
6.2. Additional Contractor Scope
6.2.1. Supply the following services: back office engineering

support for Planned and Unplanned Maintenance, assign a contract manager to
manage the Contractor's Planned Outage preparation and the Planned Outage
execution.
6.2.2. Provide for each Planned Outage, as defined in the detailed outage scope:
6.2.2.1. Site Leader.
6.2.2.2. One GT lead TA.
6.2.2.3. One ST lead TA.
6.2.2.4. One Generator lead TA
6.2.2.5. TAs for night shift as required.
6.2.2.6. Specific TAs - Fact finder, B&V technicians, borescope specialists, GT
compressor
specialists for inspections of the GT compressors, GT turbine
specialists, ST and Generator and others,.
6.2.3. Prior to each planned Outage during the pre-Outage meetings, the Contractor
and OWNER shall agree on the specifics of the manpower split, and coordinate which
tools and lifting equipment should be available at the Site for performing the
Contractor Outage scope, all as based upon the Contract terms.
6.2.4. Participate in pre Outage meetings with OWNER . The Contractor Site Leader will
participate in at least at one of the pre Outage meetings.
6.2.5. Prepare the detailed Outage schedule with OWNER , for each Planned Outage
according to the specific scope determined by OWNER.
6.2.6. Contractor will manage all aspects of the Planned Outage including instructing the
OWNER with regards to every activity that should be performed during the Planned
Outage.
6.2.7. The above Planned Outage durations are based on actual working days from work
permit to work permit, not including commissioning and all required tuning of the
Covered Unit.
6.2.8. The working hours at Site in a Planned Outage will between 16 to 20 hours per day, in
including day shift and a night shift.
6.2.9. All the Parts supplied for a Planned Outage shall be delivered by Contractor to the
relevant site at least one (1) month before the Planned Outage. Further details
regarding delivery terms – see Agreement.
6.2.10. The Program Parts supplied for a Planned Outage will be new or refurbished. Each

refurbished Program Part set will be accompanied by a repair report, technical report
(for new sets) and a certificate of conformance. The maximum number of working
intervals of the oldest part of each set of Program Parts should not exceed OEM
recommendation (see Exh. 1-A)
6.2.11. Contractor shall be responsible for all Parts upon delivery to Site, and throughout the
Outage until successful installation. Contractor shall be assigned an area in the Site
within reasonable proximity to the Covered Unit, and the Parts in such area shall
be Contractor's responsibility until Outage completion – also see Agreement.
Contractor will pack and ship Parts removed from a Covered Unit during a Planned
Outage – also see Agreement.
6.2.12. Obtain appropriate Israeli work permits for all personnel supplied for each Outage–
also see Agreement.
6.2.13. Submit an Outage completion report (draft and final) as well as interim reports as may
be required from time to time – also see Agreement.
6.3. Owner Scope.

6.3.1. OWNER shall define the Planned Outage types and shall schedule the Planned Outage
date based on the accumulated EOH.
6.3.2. The scope of each Planned Outage will be determined by Owner including the annual
and periodic inspections that should be performed during the specific Planned Outage.
6.3.3. OWNER shall provide craft labor based on the agreed manpower split, for each
Planned Outage.
6.3.4. OWNER shall supply the required scaffolding, tools (TBD supply of tools by
Contractor or OWNER), lifting equipment and infrastructure for performing the
Planned Outage.
6.3.5. OWNER will supply parts which are neither Program Parts nor Consumables for
reassembly, as agreed upon between OWNER and Contractor in the pre- Outage
meetings.
6.4. Subcontractors
6.4.1. Contractor may provide parts of its scope of supply of Repair, Services and Parts
(see definitions in Agreement) either by itself or through subcontractors and vendors,
provided Contractor maintains full responsibility and provided subcontractors and
vendors of material parts and services are pre-approved by Owner.
6.4.2. Replacement during the Term of subcontractor or vendor previously approved by
Owner, shall require Owner's prior approval.
6.4.3. Contractor may not subcontract the Site Services (with the exception of specialized
serviced as approved in advance by Owner), nor its scope in connection with the
integration of Planned Outages nor its scope in connection with back office
engineering support.

Exhibit 1 - A
Program Parts List

Exhibit 1-A – GT Program Parts List
Types of Program Parts Replace Interval as a Life Time (EOH)

function of EOH
All Gas Turbine Blade & Vanes
All Compressor Blade & Vanes
Burners
Tiles
Combustions parts such as but not
limited to Liners, Transition parts and
Caps.
Exhibit 1 - C
Planned Maintenance
Forecast
Exhibit 1-C Example of Planned Maintenance Generic Forecast
1. Time of Operation: The Planned Outage Schedule is based on the OEM recommendations.
2. EOH calculating formula:__________________
3. Each GT HGPI / Major Inspection interval of ___ EOH or ___ Starts) has a tolerance of +__% EOH to allow the Buyer to have a certain
flexibility regarding the shutdown of the plant.
4. Each Minor Inspection interval of ____ EOH or ____ Starts has a tolerance of +__% EOH to allow the Buyer to have a certain flexibility
regarding the shutdown of the plant.
5. The following Generic Planned Maintenance based on:
5.1. current expected Operating Regime [700 EOH per month].
5.2. 33 k EOH concept.
year 1 2 3 4 5 6 7 8 9 10 11 12 13
Quarter Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
EOH 11K 22K 33k 44k 55k 66k 77k 88k 100k
MI MI HGPI MI MI HGPI MI MI MAJOR

GT
MAJOR
ST MI/MED MED
MAJOR
GEN MI/MED MED
MI – Minor Inspection according to Exhibit 6

MAJOR – Major Inspection according to Exhibit 6
MED – Medium Inspection according to Exhibit 6
Exhibit 1 - D
Fuel Specification
Exhibit 1-D - Fuels Specs
A. Gas Fuel
The typical composition is given in the following table:
Typical total Sulfur values are up to 1 ppmv.
IEC abides by the Guidelines specified by the Gas Turbine Manufacturers of its Power
Generation Units. Therefore, IEC will only use Natural gas which value of the Wobbe Index does
not differ from that of the Natural Gas with the above composition, by more than ±5%: all
values calculated using ISO 6976: 1995.
1|Page
B. Distillate Oil
2|Page
3|Page
4|Page
5|Page
6|Page
7|Page
Exhibit 1 - E
Division of
Responsibilities
Exhibit 1-E
"General Division of Responsibilities"
No Description of Responsibilities for Field Service Activities on Gas Turbines
Buyer
Seller
01 Preparation & execution of inspections according to the scope of work as outlined in Exhibit 6
"Scope of work for scheduled inspections” x
02 Re-commissioning and if necessary on-site-balancing x

03 Provide engineering support to Siemens site specialists including evaluation of unusual findings x
04 Preparation & submission of final field report x
05 Delegate specialists as outlined in Exhibit 1-I in Table 1 “Seller Personnel” as required by the scope
x
of work
06 Provide local labour and support as outlined in Exhibit 1-I in Table 2 “Buyer Personnel” as required
by the scope of work x
07 Provide normal tool set for workforce x

08 Provide all tools including special tools to perform the Scheduled Maintenance x
09 Provide NDE services & equipment x
10 Provide welders for special welding tasks and special welding equipment, supplies and welding
instructions x
11 Implementation of Buyer's outage activities into the work sequence program (work that is performed
in parallel to Seller' activities and may or may not be part of the Scheduled Maintenance) x
12 Asbestos: Check of all work areas in connection with the scope of contract regarding the existence
of asbestos, if necessary removal and disposal as well as certification of freedom of asbestos by an x
independent qualified institute
13 Test gas turbine house overhead traversing crane, power station foundation, working areas and
access-ways to ensure that heaviest and largest component can be supported / transported x
14 Electrical isolations including the disconnection, removal and re-connection of instrumentation

devices such as pressure and temperature switches / transducers, thermocouples, motors, x
solenoids, actuator’s, etc.
15 Disconnection, removal and re-connection of any major and/or minor structures that hinder free
access to the gas turbine or the general working area (e.g. roof panels, pipe bridges, etc.) x
16 Removal and re-connection of noise enclosure, fire detecting and fighting system as well as gas
detection system around gas turbine, if supplied by Seller. x
17 Site Safety and Security Plan x

18 Site work permit management (lock out-tag out): issuance and retrieval x
19 Provide unrestricted and uninterrupted access to all work areas and all equipment provided by
Buyer (incl. all loading areas under the overhead crane, area for rotor turning device, access for x
transportation of parts, if applicable) to execute work scopes
20 Operating Overhead Crane x
21 Management & coordination of services provided by Seller; including preparation, day-to-day
tracking & updating of work sequence program x
22 Management & coordination of meetings between Buyer & Seller x x
23 Provide Outage services according to Exhibit 1-J x x
24 Provide mobile crane sufficient to lift the GT rotor, in case no gantry crane is available x
25 Management, organization and staffing of Buyer’s spares store, 24 h access ; handling of spares
as well as replacement parts other than Program Parts or Miscellaneous Hardware ; removal of x
preservation agents from spare part and replacement parts
Exhibit 1 - F
Program Management
Services Description
Exhibit 1 – F
“Program Management Services Description”
Contractor will provide Maintenance Program Management Services throughout the Term of the Agreement
by the home office-based program manager.
The home office-based program manager will:
1. Provide direct and primary contact for communication between Contractor and the Owner’s designated
representative (Operation and Maintenance personnel) for the major maintenance of the plant.
2. Plan and coordinate with Owner the scheduling of Outages for the Projects.
3. Work with the Contractor’s inventory and manufacturing personnel (located at Contractor factories
throughout the world) to expedite Program Parts and Miscellaneous Hardware as required to facilitate the
success of each Scheduled Outage.
4. Maintain parts tracking database on all Spare Parts for Outages, Inspections & Shop Repairs
5. Communicate and coordinate with Owner’s Supply and Stores Division regarding warehouse stock of
Spare Parts, delivery and shipment of Spare Parts.
6. Facilitate the provision and updating of the complete set of maintenance manuals to Owner.
7. Provide final review of Program Parts and Miscellaneous Hardware inventory prior to Scheduled Outage
to verify that all required Program Parts and Miscellaneous Hardware are on Site.
8. Possess and maintain comprehensive understanding of maintenance requirements.
9. In addition to Owner’s initiation of warranty claims as set forth in Article 8, to initiate and resolve product
warranty claims in accordance with the warranty provisions of Article 8 to the best interest of the Parties.
10. Provide technical support, assistance, and evaluation when operating or maintenance problems occur.
Assist in areas of technical issues and help facilitate resolution.
11. Communicate to Owner’s designated representative technical bulletin updates as published.
12. Deliver to Owner’s designated representative outage and repair reports after Scheduled or
Unscheduled Outages.
Exhibit 1 - I
Required Personnel for

Scheduled Inspections
Exhibit 1 - I
“Required Personnel for Scheduled Outages”
The following tables present an overview over the required Seller’s and Buyer’s
personnel for the performance of the respective outages.
Major/LTE
Item Description Minor Quantity HGPI Quantity
Quantity
Table 1 - Seller Personnel

GT ST Gen GT ST Gen GT ST Gen
1 Technical Site Manager
2 Shift Leader
3 Fact Finder
4 NDE Specialist
5 Blade Technician for Turbine Stator Blades
6 Technician for compressor blades and vanes
7 GT Rotor Technician
8 Turbine Technician
9 Tile Fitter
10 Pipe specialist
11 Specialist for hydraulic control system
12 compressor blades & vanes on-site recoating
Specialist
13 Commissioning Engineer
14 Balancing Engineer
15 I&C Engineer
16 Generator Technical Site Manager
17 Electrical Test Engineer
18 Generator Commissioning Engineer
19 Generator Fact finder
20 Generator Auxiliaries specialist
21 Generator Technical specialist (e.g. rotor fitter,
exciter fitter)
23 ST Technical Site Manager
24 ST Fact finder
25 ST Commissioning Engineer
26 ST Blader
27 ST Technical specialist
28 ST Valve Field Service Specialist
29 ST Hydraulic Control Field Service Specialist
Table – 2 Buyer Personnel

1 Supervisors
2 Turbine fitter
3 Pipe specialists
4 Welder
5 Crane Operator
6 Forklift Driver
7 Rigger
8 Helper (un-skilled labor)
9 Store Keeper
10 Electrician
11 Scaffold Erectors
12 Insulation Technicians
13 Blast cleaning technicians
14 Clerical Assistant
15 Supervisor for sound enclosure
16 Quality Officer
17 Site Safety Officer
18 Subcontractor Coordinator
Exhibit 1 - J
Outage Services
Responsibilities
Exhibit 1- J
“Division of Responsibility”
Table 1 at Site
Item Description Requirements / Contents / Specifications Responsibility
1 Health and Safety Site induction, site safety, first aid, fire drill, and as required by site Owner
mandatory policies
instruction/
briefing
2 Emergency Provide of emergency services including, but not limited to: fire fighting, Owner
services ambulance, security, etc., provide first aid kits and appropriate qualified
personnel
3 Security service Security surveillance of Site Owner
Table 2 Site infrastructure

1 Site office Three standard containers (L x W x H = 12 x 2.5 x 2.5m) equipped with
reverse-cycle A/C; chairs ( each container has two standard office type);
tables; filing cabinet with shelves (able to store 20 arch lever A4 files);; Owner
lighting/illumination; electrical power outlets; access to fax machine,
scanner and copier; ;
2 Communication speaker phones & internet connections (LAN or WLAN) Owner
3 Canteen access to Site canteen cost of meals to be borne by Contractor Owner
4 Locker room access to Site facilities equipped with lockable closets; change bench;
Owner
lighting
5 Shower room access to Site facilities equipped with shower & hand washbasin;
Owner
lighting
6 Sanitation facility access to Site facilities self contained / chemical; lighting Owner
7 Storage container Equipped with electrical power outlets; lighting and storage racks
Contractor
(Owner will connect to power)
8 Cleaning service Cleaning of Contractor and subcontractors offices Owner
9 Water Drinking water Owner
Table 3 Consumables & expendable materials

1 Electrical power regular 24 hour supply; Distribution from source to all working areas of
Owner
220 - 240 V AC & 480 V 3-phase
2 Lighting Bright lighting in all work areas (safety regulation requires insulating
Owner
transformer in the confined spaces)
3 Service water For cleaning works Owner
4 Compressed dry air regular, constant pressure at 6 bar
Owner
5 Industrial gases Oxygen, nitrogen, argon, acetylene and other burnable gases, protective
Owner
welding gases etc
6 Lubricants Anti-seizing agents, grease & any other turbine lubricants for assembly
Contractor
work only, no lubricants for operation!
7 Metal cutting Grinding & cutting discs, drill bits, for ferritic and austenitic steel; etc.
Contractor
consumables
8 NDE consumables Material for dye penetrate testing including cleaner and cleaning rags
Contractor
9 Provision of Wooden pallets; wooden supports
Owner
lay-down aids
10 Sanitary I.e. toilet paper, hand drying paper & dispensable hand wash paste
Owner
consumables
Table 4 Subcontractor Services
1 Scaffold Scaffold contractor to provide suitable qualified scaffold personnel as well Owner
as mobilization, construction, safe guarding, modification, dismantling
and demobilization of scaffolding equipment for access to the gas turbine
& general working area (as required), provision of storage shelves and
NDE enclosures (as required)
2 Blast cleaning Blast cleaning contractor to provide blast cleaning equipment, material Owner
and services for cleaning of various gas turbine components according to
Siemens Specifications
3 Insulation Insulation contractor to provide services including removal of existing Owner
insulation & cladding, subsequent storage and replacement.
Procurement and delivery of new insulation to replace insulation
damaged during removal process
4 Painting services Painting services (touch-up painting services) Owner
5 Transportation (not On- and off-site transportation contractor to provide equipment like:
including delivery of • Site van;
Parts or tools for • Forklifts (3 ton and 8 ton SWL; for on-site transportation);
Outages) • Tractor/Truck (for on- and off-site transportation);
• Trailer (for transport of GT components up to 20 ton and 30 ton SWL;
for on-site transportation);
• Low Loader (for rotor on- and off-site transportation as needed); Owner
• Mobile Crane sufficient to lift the GT rotor including crane operator (in
case no overhead crane is available)
• Mobile Cranes (up to 80 ton SWL; necessary for lifting of components
and equipment outside of the turbine building);
including, but not limited to undertaking of contract with subcontractor,
route selection, low clearances (i.e. bridges, power lines, telephone lines,
etc.), road escorts, transportation fixtures/cradles/skids and insurance
Table 5. General Requirements for lay down and work areas at Site
Item Area Requirements Examples for usual use
All Requirements for all areas: - see specified areas below
areas - sufficient load-bearing capacity for its purpose
- appropriate access ways
- accessible for fork-lift, mobile crane, truck
- adequate lighting
- access to power supply - free of charge
- access to fresh, portable and waste water
- protected against flooding
- with fence, if outside of the power plant premises
- free of vegetation
1 area A Outdoor > with gravel - covered or paved - installation of infrastructure (numerous 20-foot long
containers)
Fulfills requirements for all areas listed above - storage of bulky parts, panels, scaffolding materials
- installation of heat treatment equipment
- car parking
2 area B Outdoor > with concrete or asphalted surface - storage of bulky parts, panels, structural steel parts,
and scaffolding materials
Fulfills requirements for all areas listed above and in - installation of blast cleaning and heat treatment
addition: equipment
- with good drainage - storage of and work on GT components
- parts can be protected against rain with tarpaulin
3 area C Indoor > sheltered - Nondestructive examination in dark room under
UV light
Fulfills requirements for all areas listed above and in - storage of and work on fuel pipes, blow-off pipes,
addition: fuel burners
- solid building and/or - sundry combustion turbine parts
lightweight construction and/or - installation of on-site recoating equipment
air-inflated marquee on concrete / asphalted and/or
concrete or asphalted surface covered with tent
- with good drainage
- with equipment for heating respectively cooling of
workplaces, depending on the local climate
condition at the time of usage
- free of vermin (rates, mice, insects, etc.)
4 area D Indoor > solid building - rotor works, including de-stacking works
- work and storage of blow-off valves, fuel burners
Fulfills requirements for all areas listed above and in - work and storage of sundry combustion turbine parts
addition: like stator blade carrier, combustor parts, etc.
- sufficient overhead crane capacity
- inside the range of the overhead crane roadway
- suitable to provide clean condition during rotor
de-stacking works
- preferable the turbine building itself
Exhibit 1 - K
Field Service
Categories
Exhibit 1 – K
Field Service categories – for extra works
1. Specialits Categories
1.1 Description of Specialists - General All Components Category

Balance/Vibration Engineer
Instrumentation Specialist
Piping Specialist
Welding Specialist
Noise Enclosure Field Service Supervisor
Non Destructive Technician
Field Machining Technician
Heat Treatment Specialist
1.2 Description of Specialists - Mechanical Part GT Category

GT Technical Site Manager
GT Fact finder
GT Commissioning Engineer
GT Shift Supervisor
GT Blader
GT Combustion Chamber Specialist & Tiles
GT Specialist for hydraulic systems
GT Fitter
1.3 Description of Specialists - Generator Category

Technical Site Manager Generator
Generator Test Engineer
Commissioning Engineer Generator
Factfinder/Inspector Generator
Field Service Shift Leader Generator
Field Service Supervisor Winding
Field Service Supervisor Generator Auxiliaries
Technical specialist generator (e.g. rotor fitter, exciter fitter)
1.4 Description of Specialists – Steam Turbine

ST Technical Site Manager
ST Fact finder
ST Commissioning Engineer
ST Field Service Shift Leader
ST Blader
ST Technical specialist
ST Valve Field Service Specialist
ST Hydraulic Control Field Service Specialist
1.5 Description of Specialists – I&C Category
Control System Specialist
Control System Engineer
2. Basic Rates
Category Unit of measure Unit price in €/$ week Friday

1 per working day
2 per working dav
3 per working day
4 per working day
The rates are calculated on a 9 working hours basis.

No daily travel time to site will be paid.
On Fridays, the rates are calculated on a 7 working hour's basis.
The rates above are applicable for both day and night shifts.
Overtime Rate
Working hours in excess of 9 working hours on week days or 7 working
hours on Fridays or any other overtime will be charged at the rate of 1.25
times of the basic rate applicable.
LTSA
Draft Contract
Long Term Service Agreement
for One (1) H Type Single Shaft Combined Cycle Unit
between
The Israel Electric Corporation Ltd.
and
Dated as of ___ ____________, ___

TABLE OF CONTENTS
1. Definitions and Exhibits P
2. Contractor Scope P
3. Owner Responsibilities P
4. Term, Termination and Options P
5. Orders for Extra Work P
6. Prices and Payment P
7. Delivery, Title Transfer, Risk of Loss
and Repair Services Logistics P
8. Liquidated Damages for Delays in Plany Maintenance and in Delivery
of Parts for Plant Maintenance P
9. Contractor Warranties P
10. Limitations of Liability P
11. Dispute Resolution P
12. Governing Law P
13. Confidentiality and Proprietary Information P
14. Health and Safety P
15. Assignment and Subcontracting P
16. Site Conditions and Hazardous Materials P
17. Third Party Indemnification P
18. Patents and Intellectual Property P
19. Force Majeure P
20. Contractor Guarantees P
21. Insurance Coverage P
22. Impropriety P
23. Conflict of Interest P
24. Illegal Acts Performed Against Owner P
25. Notices P
26. Change in Law P
27. Mandatory Commercial Cooperation P
28. General P
PREAMBLE
Page: 2 of 92
This long term parts, repairs and maintenance support services
agreement (the “Agreement”) is made on __________________ (the
“Contract Effective Date”) by and between
The Israel Electric Corporation Ltd. a corporation organized under the

laws of Israel, main address at 1 Netiv Haor Street, Haifa, Israel 31000
(“Owner”) and
__________________ (the "Contractor”)
RECITALS
WHEREAS, Contractor was the winning bidder in a purchasing

process/tender conducted by Owner which included a price proposal for a
contract for the purchase, delivery and erection of one (1) H Type single
shaft combined cycle unit (the "Equipment Supply Contract") to be
erected at the Orot Rabin power station, to be known as Unit 70 (the
"Unit" or the "Covered Unit") and a price proposal for a long term service
agreement for said Covered Unit (the "LTSA"), and
WHERAS, Owner and Contractor have signed the Equipment Supply

Contract on ______________; and
WHEREAS, according to the Equipment Supply Contract the Unit is

scheduled to complete its post-commissioning warranty period
("Equipment Supply Contract Warranty Period") on ________; and
WHEREAS, upon completion of the Equipment Supply Contract Warranty

Period, the Maintenance Start Date of this LTSA shall begin;
Page: 3 of 92
NOW, THEREFORE, further to Contractor's Proposal (as defined below),
Contractor and the Owner hereby agree upon the terms and conditions for
the LTSA for the Unit.
Page: 4 of 92
ARTICLE 1 DEFINITIONS & EXHIBITS
1.1 Definitions
The following terms shall have the meaning set forth below when
used in this Agreement:
"Agreement" means this LTSA.
“Affiliate” with respect to a party means an entity (including without

limitation any individual, corporation, partnership, limited liability
company, association or trust) controlling, controlled by or under
common control with that party.
"Auxiliaries" means the equipment described in Exhibit 6 (TBD).
"Consumables" means the Parts required for a Planned Outage

reassembly of the Unit.
“Contract Effective Date” means the date of this Agreement.
"Contract Price" means the price of all Contractor Scope as stated

in Article 6.1.1.
“Contractor” means the entity identified as “Contractor” in the

Recitals and its legal successors and permitted assigns, as well
as any of its employees, agents, Affiliates and subcontractors
performing the Contractor Scope.
"Contractor Scope" means the Generic Contractor Scope as well as

any Extra Work ordered by Owner from Contractor.
“Contractor Scope Rates” means (i) the agreed upon hourly rates
for Site Services, (ii) agreed upon travel and living expenses
(including standard per diems, if applicable) (iii) the agreed upon
Page: 5 of 92
price of Program Parts sold by Contractor (iv) the agreed upon price
for Repair Services at the Repair Facilities including parts required
for Repair Services, all as attached hereto in Exhibit 2.
“Contractor Taxes” means any and all corporate and individual

taxes that are measured by net income or profit imposed by any
governmental authority of any country on Contractor, its employees
or subcontractors due to the execution of this agreement or the
performance of or payment for work under this Agreement.
“Contract Year” means each twelve (12) months period or part

thereof commencing on the Contract Effective Date and each
subsequent anniversary of that date until the end of the Term.
“Covered Unit” or "Unit" means as defined in the recitals.
"Current Part" is as defined in Article 2.6 below.
“Documentation” means all documentation, which the Contractor is

required to produce and deliver to Owner as part of the Contractor
Scope in accordance with this Agreement including instructions,
plans, reports drawings, specifications, technical calculations,
models, equipment, information, and data stored by any means.
"DP Guarantee" is as set forth in Article 21.
“Engineering Study/Inspection/Test” means system design and/or

analysis of equipment or systems performed in a repair service
shop or at the Site by Contractor personnel using special
techniques, instruments or devices with the objective of reporting
opinions or recommendations related to the current condition and/or
future serviceability of the equipment or system.
" Equipment Supply Contract" shall mean as defined in the recitals.
Page: 6 of 92
"Equivalent Operating Hours" or "EOH" or equivalent term as
relevant per OEM shall have the definition as described in the
operating and instructions manuals of the Contractor.
"Extra Work" is any part or service ordered by Owner from

Contractor which is not part of the Generic Contractor Scope for
Planned Maintenance Outages; Extra Work may be used in
connection with Non-Warranty Findings during Planned
Maintenance Outages or for Unplanned Maintenance Outages to
the extent not covered by Contractor warranties, or for upgrades
of Parts, for special services etc.
“Facility” means the Orot Rabin power station as described in

Exhibit 1.
“Field Services” or "Site Services" means Technical Supervisory

and Advisory Services and craft labor services performed or
provided by the Contractor at the Site during Planned Maintenance
and Unplanned Maintenance.
"Finding" means any discovery by Contractor or Owner during the

course of a Planned or Unplanned Maintenance Outage, meaning
that the Covered Unit requires Parts repairs or replacements that
are not included in the Generic Contractor Scope as stipulated in
Exhibit 6 for the relevant Planned Maintenance Outage; a Finding
could be warranted under the provisions of Article 9 (Warranty) or
could be a Non-Warranty Finding, as defined below.
“Force Majeure Event” is as defined in Article 20 below.
"GT" means the gas turbine and its Auxillaries.
"Generator" means the generator for both the GT and the ST and its
Auxillaries.
Page: 7 of 92
"Generic Contractor Scope" is the scope of works for Planned
Maintenance Outages as detailed in Exhibit 6, and which is the
basis of the pricing in Article 6.1.2 below. The Generic Contractor
Scope for Planned Outages shall be paid through milestone
payments according to the provisions of Article 6.
"Generic Planned Maintenance Outage" is an Outage which is part

of the Generic Contractor Scope.
"Guarantee(s)" are as set forth in Article 21.
“Hot Gas Path Inspection” "HGPI1" means a Planned Maintenance

Outage that includes disassembly of the machine and examinations
of Parts exposed to high temperatures from the hot gases
discharged from the combustion process, including the examination
of internal rotating and stationary Parts for cracks, damage, wear,
corrosion/oxidation, foreign object damage or any other Findings,
including the replacement of Program Parts. HGPI scope will
include visual inspection NDE inspection and functional inspection
of protective devices as detailed in the OEM Unit maintenance
manuals. HGPI scope includes the Minor Inspection scope.
“Insolvent” means that:

a) a Party makes an assignment for the benefit of creditors, or
petitions or applies for or arranges for the appointment of a
trustee, administrator, liquidator or receiver, or commences any
proceeding relating to itself under any administration,
bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of
the country under which the insolvent Party is organized or a
country in which the insolvent Party conducts business, now or
hereafter in effect (collectively “Insolvency Laws”), or shall be
adjudicated bankrupt or insolvent in such a country; or is unable
to pay its debts as they become due; or
1
or equivalent type of Planned Maintenance Outage as per relevant OEM terminology
Page: 8 of 92
b) a Party gives its approval of, consent to, or acquiesces in, any
of the following: the filing of a petition or application for the
appointment of a trustee, administrator, liquidator or receiver
against that Party; the commencement of any proceeding under
any Insolvency Laws against that Party; or the entry of an order
appointing any trustee, administrator, liquidator or receiver.
“Intellectual Property” comprises artistic works, copyright, moral

rights, literary services, designs, trademarks, trade secrets, patents,
inventions, discoveries, improvements to existing inventions or
processes and novel designs whether or not registrable as designs
or patents throughout the world including any developments or
improvements to equipment, technology, methods, processes or
techniques created or developed by, or on behalf of, the Contractor
arising out of the performance of the Contractor Scope including in
relation to the Documentation.
"Maintenance Start Date" is as described in Article 4.1 below.
"Major Inspection2" means a Planned Maintenance Outage that

includes disassembly of the machine including rotor extraction and
examinations of the compressor section and all Parts exposed to
high temperatures from the hot gases discharged from the
combustion process, including the examination of internal
rotating and stationary Parts for cracks, damage, wear,
corrosion/oxidation, foreign object damage or any other Findings,
including the replacement of Program Parts. Major scope will
include visual inspection, NDE inspection and functional inspection
of protective devices as detailed in the OEM Unit maintenance
manuals. Major scope includes the Minor Inspection scope and the
HGPI scope.
2
or equivalent type of Planned Maintenance Outage as per relevant OEM terminology
Page: 9 of 92
"Minor Inspection" or "MI3" means a Planned Maintenance Outage
that includes opening of manholes and inspection of the gas
turbine's combustion system, and other accessible regions of the
machine, like the compressor, turbine inlet, and the exhaust, all as
described in Exhibit 6. The inspection are for cracks, damages,
wear, corrosion/oxidation, foreign object damage or any other
abnormal Findings and replacement of combustion hardware
Program Parts as detailed in the OEM Unit maintenance manuals.
"Non-Warranty Findings" means any discovery by Contractor or

Owner during the course of a Planned or Unplanned Maintenance
Outage, meaning that the Covered Unit requires Parts repairs or
replacements that are neither included in the Generic Contractor
Scope as stipulated in Exhibit 6, nor warranted under the provisions
of Article 9 (Warranty); Non-Warranty Findings will be treated as
Extra Work.
“Normal Wear and Tear” shall mean the wear and tear that occurs
on operating components under normal use due to time in service
and normal cycling duty under the operating conditions and
limitations as specified by the Contractor including but not limited to
standard tolerance levels.
"Off-Shore Content" means that part of the Contract Scope

performed outside of Israel (to the extent applicable).
"On-Shore Content" means that part of the Contract Scope

performed in Israel (to the extent applicable).
"Off-Shore Price" means the price paid for Off Shore Content (to the
extent applicable).
"On-Shore Price" means the price paid for On-Shore Content (to the
extent applicable).
3
or equivalent type of Planned Maintenance Outage as per relevant OEM terminology.
Page: 10 of 92
"Option(s)" shall mean the Option(s) described in Article 2.10.
“Order” or “Orders” mean(s) a purchase order or other document

ordering or authorizing the provision of Parts and/or Services for the
Covered Unit(s), in each case accepted by the Contractor in writing,
all as described in Article 5 below.
“Other Parts” means all parts purchased by Owner from Contractor

under this Agreement which are neither Program Parts nor
Consumables.
“Outage” means removal of a Covered Unit from electric or power

generation service in order to perform either Planned or Unplanned
Maintenance activities.
“Owner” means the entity identified as “Owner” in the preamble and

its legal successors and permitted assigns as well as any of its
employees, agents, Affiliates and subcontractors other than
Contractor.
“Owner Taxes” means any and all taxes, duties, fees, or other
charges of any nature (including, but not limited to, ad valorem,
consumption, excise, franchise, gross receipts, property, sales,
stamp, storage, transfer, turnover, use or value-added taxes, and
any and all items of withholding, deficiency, penalty, addition to tax,
interest, or assessment related hereto), other than Contractor
Taxes, imposed by any governmental authority in Israel, due in
connection with the execution of this Agreement.
“Parts” means all the new, repaired or refurbished parts, materials,

components and other goods furnished by Contractor under the
EQUIPMENT SUPPLY Contract and under this Agreement for
the Covered Unit(s), including Program Parts, Consumables and
Other Parts.
Page: 11 of 92
“Party” means Owner or Contractor individually and “Parties” means
Owner and Contractor collectively.
"Performance Guarantee" is as set forth in Article 21.
“Planned Maintenance” means the periodic inspection, testing,

repair, and/or replacement of a component or components of a
Covered Unit, requiring an Outage, of a type specified in Exhibit 1,
as well as all annual and periodic inspections (such as boroscope
inspection, compressor inspections) and testing of a Covered Unit
as advised in, and in and accordance with the OEM manual, and
any relevant instruction issued by the OEM.
"Planned Outage" or "Planned Maintenance Outage" means an

Outage which is part of the Planned Maintenance.
"Planned Outage Durations" are as detailed in Article 8.1 below.
"Planned Maintenance Outage Schedule" means the schedule

described in Article 2.9 below.
“Program Parts4” means the Parts identified as critical parts that

experience normal wear and tear and required periodic
replacement, as listed in Exhibit 1-A of Exhibit 1.
"Project Manager" is as defined in Article 2.2.1 below.
"Proposal" shall mean Contractor's proposal for the LTSA dated

______ and attached hererto as Exhibit __.
“Prudent Industry Practices” means the exercise of that degree of

skill and diligence, and of such practices, methods and acts, as
would ordinarily be expected in the power generation industry from
a prudent provider of maintenance services, and/or from an owner
4
As per relevant OEM terminology.
Page: 12 of 92
and/or operator of power generation facilities, each acting lawfully,
reliably and safely in connection with power generation facilities and
equipment similar to the Facility and Covered Unit(s).
"Quarterly Payment" shall mean the payment paid on a quarterly

basis for project and engineering support.
“Repair Facilities” means Contractor’s repair facilities wherever

Repair Services are performed (excepting at the Site).
“Repair Services” means repair or refurbishment work by Contractor

or its subcontractors, which can be performed at the Repair
Facilities or at the Site as part of an Outage during Planned or
Unplanned Maintenance or thereafter in preparation for the next
Outage, including, but not limited to: machining, welding, grinding,
polishing, cleaning, inspection, disassembly or re-assembly and
machine tool work such as lathe work or vertical bore mill work.
“Routine Maintenance” means maintenance of a regular, preventive

or minor nature that is performed periodically, during Covered Unit
shutdown or during operation, to maintain equipment in working
order on a day-to-day basis without the need for a Maintenance
Outage, including, but not limited to, inspection, lubrication,
calibration, adjustment, minor leak repair, provision of fluids,
greases, and resins, cleaning and replacement of operational
spares, filters (including inlet air filters), strainers and cartridges,
maintenance or replacement of sensors, fuses, thermocouples,
gauges, switches, and light bulbs, and other similar preventive,
routine or minor work. Inspections, repair and replacement of
components and parts that are performed during Planned
Maintenance will not be considered as Routine Maintenance.
“Services” means the entire scope of services under this Agreement

provided by Contractor to Owner, including Contractor Scope for
Page: 13 of 92
Planned and Unplanned Maintenance, for the Generic Scope and
for Extra Work.
“Site” means the real property upon which the Covered Unit and
Facility is located as described in Exhibit 1.
"Site Leader" refers to a TA who is present on Site during the entire

course of each Maintenance Outage, other than a MI, and who is
responsible, in addition to other responsibilities, for the integration of
all Contractor activities during the Maintenance Outage.
“Site Services” - see definition of Field Services.
"ST" means steam turbine including the clutch, to the extent

relevant as per OEM and its Auxillaries.
“Technical Advisor” or “TA” means an individual performing Site

Services under this Agreement on behalf of Contractor.
“Term” has the meaning given by Article 4.1 below.
"Term Warranty" has the meaning as described in Article 9.2.4

below.
“Unplanned Maintenance” means maintenance of the Covered Unit

that is neither Planned nor Routine Maintenance, required to
remedy an in-service failure or abnormality of a component,
whether discovered during an Outage which occurs as a result of a
problem or failure of a Covered Unit, or during inspection or
monitoring of the Covered Unit or otherwise during the Term.
"Unplanned Outage" or "Unplanned Maintenance Outage" means

an Outage which is part of Unplanned Maintenance.
"Upgraded Part" has the meaning given by Article 2.6 below.

Page: 14 of 92
"VAT" shall be as defined in Article 6.9.
"Warranty Claim" has the meaning given by Article 9.3 below.
1.2 Exhibits
Exhibit 1 – Specification, including:

1-A Program Parts List
1-C Planned Maintenance Forecast (TBD)
1-D Fuels Specifications
1-E Division of Responsibilities
1-F Program Management Services Description
1-G Reserved
1-I Required Professions for Planned Outages(TBD)
1-J Outage Services Responsibilities(TBD)
1-K Site Service Categories(TBD)
Exhibit 2 – Contractor Scope Rates (provided in price proposal)

Exhibit 3 – Further terms and conditions regarding Site Services
and work safety appendix
Exhibit 4-1 – Performance Guarantee Standby Letter of Credit
Exhibit 4-2 – DP Guarantee Standby Letter of Credit
Exhibit 4-3 – Definition of First Class Bank
Exhibit 5 – Contractor Proposal
Exhibit 6 - Generic Contractor Scope for Planned Maintenance
Outages (later)
Exhibit 7 –Resident Engineer Services(TBD)
Exhibit 8 – Optional Diagnostic and Monitoring Center Services
(TBD)
Form 1 – List of Contractor Scope for Outage(TBD)
Form 2 – End of Outage form signed by Owner
Page: 15 of 92
ARTICLE 2 CONTRACTOR SCOPE
2.1 Planned Maintenance – General Terms

2.1.1 For the Covered Unit, Owner shall purchase from Contractor
and Contractor shall supply the Generic Contractor Scope,
including all Program Parts and Consumables and Field
Services necessary for Planned Maintenance of the
Covered Unit for 100,000 EOH (or the equivalent
terminology).
2.1.2 Contractor under takes to perform the Generic Contractor

Scope and any Extra Work, if ordered by Owner, according to
the provisions of this Agreement including the detailed
schedule as agreed upon between the Parties regarding each
Planned Maintenance Outage.
2.1.3 Contractor shall replace all Program Parts during Planned

Maintenance Outages in accordance with the provisions of
Exhibit 1, unless otherwise agreed in writing by Owner either
prior to a Planned Outage or during a Planned Maintenance
Outage.
2.1.3AWhether specifically stated or not, Contractor shall provide all

the tools required to perform Planned Maintenance Outages.
2.1.4 Exhibit 1-C is a current, non-binding estimate of the Planned

Maintenance for the Covered Unit in the Maintenance Term.
In the event of expiration of the Maintenance Term in
accordance with the provisions of Article 4.1.3 below prior to
the performance of any of the HGPI/eHGPI/Major Outages,
any Planned Outage which was not performed due to the
expiration of the Maintenance Term, either as originally
planned or as extended from time to time, may be extended.
2.1.5 Pooling Concept

Page: 16 of 92
Contractor shall provide all Parts required for the initial Planned
Maintenance, either new or refurbished according to the
detailed information requirement set forth below. Thererafter,
Contractor shall be permitted to deliver Program Parts to all the
Planned Maintenance Outages which were either taken out of
Owner's Unit during previous Outages and subsequently
repaired/refurbished, or Program Parts from Contractor's stock
which are either new or repaired/refurbished, provided
Contractor provides Owner in timely manner prior to the
relevant Planned Maintenance Outage detailed information
regarding the maintenance history of each Program Part
delivered from Contractor stock. The same principle applies to
any Other Parts ordered by Owner from Contractor. All the
provisions of Article 9 (Warranty) shall apply to all Parts
delivered to Owner from Contractor stock.
2.1.6 Contractor shall use its reasonable efforts to supply Contractor

Scope for all Findings determined during Planned
Maintenance Outages.
2.1.7 Further terms and conditions regarding Site Services are

attached hereto as Exhibit 3.
2.2 Planned Maintenance - Project Manager, Planned Maintenance

Planning, and Back Office Engineering Support
2.2.1 As part of Contractor’s management of the performance

of this Agreement, commencing on the Maintenance
Start Date and continuing through the Term of the
Agreement, Contractor shall appoint a “Project
Manager”. The Project Manager will serve as a contact
point for the Contractor for all matters respecting this
Agreement. The individual Project Manager may change
from time to time during the Term of this Agreement
provided that Contractor will have an individual at all
times required under this Agreement serving such a
role.
Page: 17 of 92
2.2.2 At such times as shall be agreed between the Parties,
the Contractor and Owner shall discuss the
maintenance planning and related Outages for the
following calendar year, the Parts and Services that
Owner desires for each Planned Maintenance, in
addition to the Generic Scope, during the following year,
as well as a detailed schedule for each Planned
Maintenance Outage.
2.2.3 Contractor shall provide Owner with back office

engineering support during each Planned Maintenance
Outage and for Unplanned Maintenance for no
additional cost (deemed to be covered by the cost of
the Generic Contractor Scope). In the event Owner
requires back office engineering support in addition to
the back office engineering support provided as
aforesaid for either Planned Maintenance or Unplanned
Maintenance, Owner shall issue an Order based upon
Contractor Scope Rates or such price as agreed upon
by the Parties if the required support is not included in
the contractually mandated rates.
2.2.4 Notwithstanding the provisions of Article 7.3 (Risk of

Loss), Contractor shall store all Parts delivered to Site
for a Planned Outage (see Article 7.1 for delivery terms),
until such Parts are installed in the Unit in a secured
container in a location on Site agreed to between the
Parties in pre-Outage preparation meetings. Contractor
shall gather all Parts removed from a Unit during an
Outage or Parts delivered but not used in the Outage in
one location as agreed upon, and shall remove all such
Parts as well as its tools from Site within 30 days of
Outage completion.
Page: 18 of 92
2.2.5 Contractor shall be responsible for all tools brought by
Contractor to the Site as part of the Contractor Scope,
including their import and export. Owner shall
reasonably assist Contractor in the preparation of
paperwork required for the export of such tools.
2.2.6 (a) Contractor shall be responsible for obtaining all work

permits, entry visas and other permits required for
employing its personnel in Israel, as required by the
Entrance to Israel Law and any successive or other
legislation relevant to the matter.
(b) Owner recommends that each service personnel arrive
in Israel with a letter from IEC stating the nature of the
Services. For purpose of preparing such letter,
Contractor shall send Owner the name and passport
number of each person arriving at least 7 working days
in advance of arrival in Israel.
(c) Owner will not allow personnel without a valid and
appropriate work permit stamped in his or her passport
entry into the Site where the Services are to be
performed. It is recommended that Contractor obtain
work permits in advance for a number of its service
personnel to allow for Maintenance planning and smooth
arrival periods.
(d) Service personnel arriving in Israel or at the Site
without without a valid and appropriate work permit
stamped in his or her passport will be deemed not to
have arrived, and Contractor shall be deemed in material
breach of the terms of this Agreement and any relevant
Extra Work Order issued thereunder.
(e) Contractor shall make reasonable efforts to obtain work
permits for personnel as required for Unplanned
Outages; however, in the event that Contractor is unable
to obtain work permits in the time frame requested by
Owner in connection with an Unplanned Outage,
Contractor's inability to supply personnel due to such
inability shall not be deemed a breach of the provisions
of Article 2.3 (Unplanned Maintenance) below.
2.2.7 Contractor shall ensure that its Service personnel fulfill all
requirements pursuant to Israeli law regarding work at heights
Page: 19 of 92
including certification, which may be arranged in Israel with
the assistance of Owner.
2.2.8 Contractor shall immediately report all Findings made during

an Outage to Owner.
2.2.9 Contractor shall appoint a Site Leader to each Maintenance

Outage other than a Minor Outage.
2.3 Unplanned Maintenance
2.3.1 Contractor shall support Owner in connection with any

Unplanned Maintenance and shall use its best efforts to
provide Owner with Parts, Site and Repair Services as quickly
as possible.
2.3.2 In the event that the need for Unplanned Maintenance arises,
Owner shall notify Contractor as soon as possible to ensure
rapid mobilization of the Contractor.
2.3.3 Contractor shall send a fact finder to Site no later than 72

hours from Owner notification to Contractor of the Unplanned
Maintenance.
2.3.4 To support Owner in the event of an Unplanned Outage,

Contractor shall ensure that at least one TA from the following
professions has a valid work permit throughout the Term: fact
finder, commissioning engineer.
2.3.5 The pooling concept set forth in Article 2.1.5 above is also
applicable to Unplanned Maintenance.
2.4 Repair Services, Scrapping
Page: 20 of 92
2.4.1 In the pre-Planned Outage meetings Owner and Contractor
shall determine whether the Outage shall include Repair
Services, and if those repairs shall be performed at Site or at
the Repair Facilities. Such Repair Services are either part of
the Generic Contractor Scope or part of Extra Work ordered
by Owner. All Repair Services shall be performed according to
industry best practices.
2.4.2 Repair Services performed as Extra Work during

Planned Maintenance at Site according to the pre-agreed
scope of work shall be billed according to Site Services rates.
2.4.3 Contractor shall be responsible for packing Parts and

components at the Site and exporting after Outage
completion, as well as for shipment and delivery to Owner of
Parts and components just in time for the next Planned
Outage or to storage, as the case might be and as agreed
upon by the Parties (see also Article 7 below).
2.5 Outage Reports
2.5.1 No later than 45 days after Planned and Unplanned

Maintenance Outage completion, Contractor shall provide
Owner with a draft Outage report.
2.5.2 Owner shall have 20 days to respond to said draft in writing.
2.5.3 Contractor shall issue the final Outage report no later than 15
days after receipt and inclusion of Owner comments, or 30
days after issuance of the draft, if no comments were received
from Owner within the aforementioned 20 day period.
2.6 Supply of Commercially Available Technology
Page: 21 of 92
2.6.1 The Contractor shall use reasonable efforts to inform the
Owner if a type of Part to be delivered to Owner by the
Contractor during performance of this Agreement (a
“Current Part”) is commercially available from the Contractor
in an upgraded design (an “Upgraded Part”).
2.6.2 If the Current Part and the Upgraded Part are both generally
made available for sale by Contractor at the date of supply
under this Agreement, the Contractor may elect to supply
either the Current Part or the Upgraded Part, provided that if
the Upgraded Part is supplied, it shall be supplied at no
additional cost to the Owner.
2.6.3 If the Current Part is not generally made available for sale by
the Contractor at the date of supply and an Upgraded Part is
so available, the Contractor shall supply the Upgraded Part at
no additional cost to the Owner.
2.6.4 If the Current Part and the Upgraded Part are both generally
made available for sale by the Contractor at the date of supply
and the Contractor elects to use the Current Part, at the
written request of the Owner, the Contractor shall supply the
Upgraded Part and the Owner shall pay any difference
between the standard price of the current Upgraded Part and
the standard price of the Current Part it is replacing and any
incremental cost of installation, provided Owner was informed
in advance by Contractor of such incremental costs.
2.7 Safety and Quality
The Contractor shall:
2.7.1 Ensure that the Contractor Scope is performed in a safe

manner and shall observe all safety instructions provided by
Owner at Site.
Page: 22 of 92
2.7.2 Establish, maintain and implement a quality management
system in accordance with recognized international
management system standards (eg ISO 9001) to ensure all
Contractor Scope performed under this Agreement is carried
out in a controlled manner and that the requirements of this
Agreement are fully complied with. The Contractor shall
provide copies of such systems for review and acceptance as
directed by the Owner.
2.8 Inspection and Monitoring of Services
The Owner will have the right to inspect and monitor the
performance of the Contractor Scope and the Contractor must give
the Owner access to the work areas at the Site and the Repair
Facility for such purposes during Contractor working hours. The
Contractor Scope will not be accepted by the Owner until inspected
and approved by the Owner, provided however, if the Owner fails
to inspect or approve the Contractor Scope within 30 days or such
other approval period agreed between the Parties in writing
following the completion of the Contractor Scope, such Contractor
Scope shall be deemed inspected and approved, unless the Owner
can demonstrate by tangible evidence within the aforementioned
time period that the Contractor Scope contain a significant defect in
either material, workmanship or design. Any inspection and
approval of Contractor Scope by the Owner will not relieve the
Contractor from its obligations under this Agreement, particularly in
connection with Article 9, Warranties.
2.9 Scheduling and Planning
2.9.1 The intervals for the Planned Maintenance Outages are set
forth in Exhibit 1-C.
Page: 23 of 92
2.9.2 After consultation with Contractor, Owner shall prepare a
Planned Maintenance Outage Schedule for all the Covered
Unit for each 12 month period or part thereof during the
Maintenance Term. Subject to the provisions of Article 6.3.2 of
Exhibit 1 (Owner notification regarding Planned Outages),
Owner shall update the Planned Maintenance Outage
Schedule as may be required from time and shall inform
Contractor of all such updates as soon as possible.
2.9.3 In the event it becomes necessary, due to a Covered Unit's

operational profile, to perform a Planned Maintenance Outage
earlier than the date set forth in the last Planned Maintenance
Outage Schedule, such Maintenance Outage shall be
changed subject to Contractor's agreement; in the event
Contractor agrees, the payment milestone payable prior to the
Planned Maintenance Outage shall be paid earlier by the
same number of months as the pushing forward of the Outage
or according to such terms as shall be agreed upon by the
Parties. In the event Contractor is unable to perform the
Planned Maintenance Outage at the date required by the
Covered Unit's operational profile, Contractor shall provide
Owner with a risk assessment for operating the Unit until such
date as the Planned Maintenance Outage can be performed,
including recommendations for additional inspections, such as
borescope inspection.
2.9.4 In the event it becomes necessary, due to a Covered Unit's

operational profile, to defer the performance of a Planned
Maintenance Outage in excess of the tolerance set forth in
Exhibit 1-C, a borescope inspection and/or an additional Minor
Inspection and/or any other inspection as relevant to the GT,
ST or Generator, as agreed upon by the Parties, shall be
performed at Owner's cost to determine the technical
advisability of the deferment. The results of the required
inspections will be shared between Contractor and Owner.
Page: 24 of 92
Contractor shall be required to respond to Owner within 10
days of receipt of the inspection results. In the event
Contractor's opinion communicated to Owner, based upon the
inspection results or upon Findings from previous Outages, is
that the delay is potentially dangerous or otherwise undesired,
and Owner delays the Outage, then:
(a) Any Unplanned Maintenance which takes place after the

original Planned Maintenance Outage Schedule date,
due to the failure of any Program Part which would have
been replaced in the Planned Outage as originally
scheduled and/or the failure of any Part which
Contractor specifically indicated as failure risk in its
aforesaid opinion communicated to Owner, shall be at
Owner's risk and cost.
(b) Any Unplanned Maintenance which takes place before

the original Planned Maintenance Outage Schedule date
and/or any Unplanned Maintenance which is due to the
failure of a Part which was neither due to be replaced in
the Outage as originally scheduled nor which Contractor
specifically indicated as failure risk in its aforesaid
opinion communicated to Owner, shall be handled
according to the provisions of Article 9 (Warranty), at
Contractor's responsibility and cost.
(c) Deferment of a Planned Schedule Outage by less

than the tolerance set forth in Exhibit 1-C shall be
exempt from the provisions of this Article 2.9.4.
2.10 Options
Owner shall be entitled to exercise any of the Options below at the

relevant price in Article 6:
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2.10.1Increase the scope of this Agreement for another Unit, should
such other Unit be purchased from Contractor under the
EQUIPMENT SUPPLY Contract, at terms and conditions identical to
the terms and conditions hereof, provided Owner notifies Contractor
of the exercise of this Option by ____________.
2.10.2 Diagnostic and Monitoring Center Services for the

Covererd Unit, provided Owner notifies Contractor of the exercise of
this Option by ____________.
ARTICLE 3 OWNER RESPONSIBILITIES
3.1 Owner shall perform Routine Maintenance of the Covered Unit and
shall operate the Covered Unit according to Prudent Industry
Practices.
3.2 Owner shall provide parts as described in Article 6.3.5 of Exhibit 1.
3.3 Owner shall procure, provide, perform and/or make available the
Site support described in Article 6.3 of Exhibit 1.
3.4 Owner shall provide craft labor for Outages as described in Article
6.3.3 of Exhibit 1.
3.5 Owner shall use reasonable efforts to fulfill Owner responsibilities

and obligations under this Agreement, at the times necessary to
allow Contractor to perform the Contractor Scope.
3.6 In the event that the Contractor is unable to perform its obligations
under the Agreement at the times necessary to meet Contractor’s
schedule due to breach of this Article by the Owner, the Owner shall
grant the Contractor a suitable extension of time to perform its
obligations as well pay Contractor any additional costs incurred and
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verified by Contractor due to such breach by Owner of the
provisions of this Article.
ARTICLE 4 TERM, TERMINATION AND OPTIONS
4.1 Term
4.1.1 This Agreement shall become effective on the Contract

Effective Date.
4.1.2 The Maintenance Start Date of the Agreement shall begin

once the post-commissioning warranty period in the
EQUIPMENT SUPPLY Contract has expired. However, the
EOH (or equivalent terminology) of the Unit shall have begun
accruing upon completion of commissioning as set forth in the
EQUIPMENT SUPPLY Contract.
4.1.3 For each of the Covered Unit the Maintenance Term shall
expire the earlier of the completion of the Planned
Maintenance Outages as listed in Exhibit 1-C; or fifteen (15)
years as of the start of the (commissioning of the Unit as to be
defined in the EPC Contract).
4.2 N/A
4.3 Termination for Breach
4.3.1 Should a Party make application to court under any

bankruptcy legislation or be declared bankrupt or insolvent or
go into liquidation, voluntary or otherwise, or be placed under
administration, receivership, trusteeship, judicial management,
or compound with or make any arrangement with its creditors,
or take or suffer any similar action in consequence of debt,
then upon the occurrence of any of the aforesaid events, that
Party shall be deemed to be in breach of this Agreement.
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4.4.2 In the event of any fundamental and material breach of the
Agreement by a Party, after having been given 30 calendar
day notice to cure same, or to begin and make substantial
progress to cure the breach, the other Party shall have the
right to immediately terminate the Agreement. In the event of
any other breach, after having been given two notices for a
reasonable cure period (under the circumstances) cure same,
and a Party fails to do so, the other Party shall have the right
to declare a fundamental and material breach of the
Agreement, and after giving an additional fourteen (14)
working day notice to cure same, or to begin and make
substantial progress to cure the breach, the non-breaching
Party shall have the right to immediately terminate the
Agreement. The right to terminate the Agreement as
aforesaid, shall be without prejudice to any of the terminating
Party's rights to any other relief or remedy or right to claim
such damages, subject to Article 10 below, as it may suffer by
reason of the breach. The right to draw on any guarantees
given under this agreement shall be in addition to, and not in
lieu of, such other relief, remedy or rights available to the non-
breaching Party.
4.4.3 When either Party exercises its right to declare the other Party
in breach or fundamental breach of Agreement it shall do so in
good faith taking into consideration the terms of the
Agreement.
4.4.4 In the event of termination due to the occurrence of a Force

Majeure Event, the provisions of Article 20.5 shall apply.
4.5 Termination for Owner's Convenience
4.5.1 The Owner may terminate the Agreement, in whole or in part,

for its convenience upon seven (7) working days written notice
to the Contractor.
4.5.2 In the event of such termination, the Owner shall pay the
Contractor as follows:
(a) The full cost of Parts either ordered as Extra Work by

Owner prior to the effective date of termination and
already manufactured or purchased by Contractor or
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ordered by Contractor and manufactured for the next
Planned Maintenance Outage. Contractor shall deliver
such Parts in accordance with the delivery terms set
forth in the Order. Unless otherwise agreed upon by the
Parties, Owner shall neither pay for not accept delivery
for Program Parts, Consumables or other Parts from
Contractor stock even if same had been designated for
the next Planned Maintenance Outage.
(b) The full cost of any Site Services performed by

Contractor prior to the effective date of termination, as
well as any extra demobilization costs of persons
performing the Services in Israel (meaning costs of
demobilization arising which are additional to any
demobilization costs normally incurred by Contractor at
the end of a Maintenance Outage).
(c) The full cost of Extra Work Repair Services fully

completed by Contractor prior to the effective date of
termination. Contractor shall deliver such repaired Parts
in accordance with the delivery terms set forth in the
Order.
(d) With respect to Extra Work Parts or Repair Services

ordered but which are still manufactured or being
repaired, and subject to the provisions of subarticle (a)
above:
(i) the actual proven cost/percentage of the progress

in the work, (including material, labor and
overhead directly attributable to same, as certified
by the auditors of the Contractor);
(ii) reasonable cancellation charges assessed against
the Contractor by its vendors and subcontractors
but which shall in no event deviate from the
principles as to assessment of termination charges
as set out above and which shall not include any
profit of the Contractor with respect thereto;
(iii) any material the delivery of which the Contractor
cannot cancel, as substantiated in writing by
Contractor.
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(e) The full amount of the Quarterly Payment for the quarter
in which the termination notice was provided.
(f) If the Agreement is terminated prior to the performance

of any of the Major Outages, either 3.5% of the
remaining Contract Price or Euro one million (€
1,000,000), whichever is greater, from which shall be
deducted the amount of any Planned Maintenance
Outage milestone paid by Owner to Contractor under
article 6.2.1, which Contractor is unable to substantiate
under Article 4.5.2(d) above.
4.5.3 In the event of termination under the provisions of this Article

4.5, Contractor shall make all reasonable efforts to minimize
its costs, and shall also make all reasonable efforts to use any
materials or equipment on hand as a result of such
termination in the performance of other contracts or otherwise
to third parties, to the extent possible.
4.5.4 In presenting the charges claimed under this Article,

Contractor shall reasonably substantiate the cost thereof. If, in
the opinion of the Contractor, the information necessary to
substantiate the said costs is proprietary, the financial records
involved will be examined by the Contractor's auditors and
their confirmation shall be provided to Owner, or at the option
of the Owner by such other independent accounting firm as is
acceptable to both Parties. Upon request by Owner,
Contractor shall provide Owner copies of any cancellation fee
invoices from subcontractors or suppliers.
4.5.5 It is expressly agreed between the Parties that the Owner

shall not be required to pay to the Contractor, its vendors or
subcontractors any sum with respect to consequential, indirect
losses or damage suffered as a result of such termination of
the Agreement, including but without limiting the generality of
the foregoing, any sum with respect to loss of profits or
business opportunities, under-utilization of manpower or
facilities, occupancy of any part of plant or facilities, etc.
4.5.6 Upon payment of the amounts stated hereinabove, Contractor

shall upon Owner’s instruction transfer title to and deliver to
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Owner any Parts which have been repaired or purchased or
manufactured according to the provisions of this Article 4.5.
4.5.7 Upon notice by Owner of termination for convenience under

the terms of this Article 4.5, all warranties applicable to Parts
and Services provided by Contractor under this Agreement
prior to Owner's notice shall expire by no later than 12 months
as of the date the warranty was deemed to have been
provided according to the terms of Article 9 below, with the
exception of Program Parts, whose warranty shall expire 12
months as of Owner's notice of termination for convenience.
All warranties for Parts or Services provided by Contractor
after Owner's notice of termination for convenience shall
expire by no later than 6 months the warranty was deemed to
have provided according to the terms of Article 9 below.
4.5.8 Owner shall allow the termination of Contractor's Performance

Guarantee 60 days after expiration of the last warranty period
provided by Contractor pursuant to the provisions of Article
4.5.7 above.
4.5.9 Except as set forth in this Article 4.5, Owner shall have no
costs or liabilities towards Contractor in connection with
Owner's termination for convenience.
4.5.10 Upon finalization of any settlement procedures above and

subject to the terms thereof, Owner shall provide its approval
for the termination of any SBLC provided by Contractor
hereunder and Contractor shall provide its approval for the
termination of any L/C provided by Owner hereunder.
Article 5 ORDERS FOR EXTRA WORK
5.1 Owner shall place Orders with Contractor for all Extra Work,
whether agreed upon in advance or due to non-Warranted
Unplanned Outages or Non-Warranty Findings during an Outage.
5.2 All Orders for Extra Work shall be agreed upon between the Parties.
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5.3 Any Order issued by Owner for a set of blades and/or vanes
Program Parts shall always be deemed to include the price of the
installation Consumables.
5.4 Orders shall be based to the greatest extent possible upon the
Contractor Scope Rates, or upon Contractor's proposed rates in the
event the rates for the Contractor Scope required are not included in
the Agreement.
5.5 Without derogating from any other provisions of this Agreement,

each Order shall include the following details (to the extent
required):
5.5.1 With respect to Parts, the quantity, type of Parts ordered and
Part number.
5.5.2 With respect to Field Services and Repair Services, an

identification of the services and repairs to be provided.
5.5.3 The price, including any price adjustment provisions and

(where applicable) a statement that the pricing is at Contractor
Scope Rates.
5.5.4. The time schedule for performance.
5.7 The terms and conditions of this Agreement shall apply to each
Order, whether or not specifically stated in an Order; the Parties
may by agreement specifically change or exclude a term of this
Agreement in any Order.
5.8 Without derogating from the generality of the aforesaid, all Orders
with a value of up to US$500,000 shall be covered by the
Performance Guarantee. All Orders with a value of more than
US$500,000 shall require Contractor to issue either a separate and
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additional performance bond or to increase the value of the
Performance Guarantee in the amount of 10% of the Order.
5.9 Owner shall issue Orders or binding Letters of Intent for any Extra
Work determined as required by the Parties for Unplanned
Maintenance or for Findings during a Planned Outage as soon as
possible under the circumstances. Contractor shall not be required
to start with the performance of the Extra Work prior to Owner
having issued Orders or binding Letters of Intent in respect of such
Extra Work.
ARTICLE 6 PRICES AND PAYMENT
6.1 Prices
6.1.1 The Contract Price, being the price of the Generic Contractor
Scope for all Planned Maintenance and for Resident Engineer
and the price of the Quarterly Payments during the Term on
the Effective Date, is ________. (To the extent required by
Contractor - the Contract Price is broken down to Off-Shore
Price of _________ and On-Shore Price of _________ and
NIS ________ for On-Shore Content (according to the
exchange rate of NIS ________ to the _______ on
__________)5). The Contract Price is subject to annual
indexation as per Article 6.6 below.
6.1.2 The Contract Price is broken down to the following estimated

prices (all NIS prices are calculated according to the
exchange rate of NIS ______ to the ___ on __________):
5
The breakdown between Israeli and non-Israeli content and pricing is not mandatory and is only to
the extent request by Contractor
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(a) Price of a GT Minor Inspection: _________, broken
down into Off-Shore Price of __________ and On-Shore
Price of _________ and NIS _______.
(b) Price of a GT HGPI: ________, broken down into Off-
Shore Price of __________ and On-Shore Price of
_______ and NIS ________.
(c) Price of a GT Major: ________, broken down into Off-
_______ and NIS ________.
(d) Price of a ST Minor Inspection: _________, broken
down into Off-Shore Price of __________ and On-Shore
Price of _________ and NIS _______.
(e) Price of a ST Medium Inspection: ________, broken
down into Off- Shore Price of __________ and On-Shore
Price of _______ and NIS ________.
(f) Price of a ST Major: ________, broken down into Off-
_______ and NIS ________.
(g) Price of a Generator Minor Inspection: _________,
broken down into Off-Shore Price of __________ and
On-Shore Price of _________ and NIS _______.
(h) Price of a Generator Medium Inspection: ________,
broken down into Off- Shore Price of __________ and On-
Shore Price of _______ and NIS ________.
(i) Price of a Generator Major: ________, broken down into
Off- Shore Price of __________ and On-Shore Price of
_______ and NIS ________.
(j) Quarterly Payments: ________, broken down into Off-

Shore Price of _________ and On-Shore Price of NIS
________.
6.1.3 The price of the Generic Contractor Scope for a Planned

Maintenance Outage includes: the prices of all Program Parts
and Consumables to be replaced in such Outage according to
the Generic Contractor Scope set forth in Exhibit 6, whether
such Program Parts are new, refurbished or repaired after
extraction from another Covered Unit; the price of all Site
Service to be performed according to the Generic Contractor
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Scope set forth in Exhibit 6 during the Planned Outage.
6.1.4 The price of the Generic Contractor Scope for a Planned

Maintenance Outage does not include the following Contractor
Scope:
(a) Site Service waiting time if the waiting time is caused by
Owner;
(b) Extra Work whether ordered in advance of the Planned
Maintenance Outage or due to Non-Warranty Findings
during the Planned Maintenance Outage.
6.1.5 The Contract Price also includes Quarterly Payments which

are actually monthly payments for Contractor Scope
(including project and engineering support, resident engineer
and diagnostic) which will be charged on a quarterly basis.
Each monthly payment is __________, broken down into Off-
Shore Price of ________ and On-Shore Price of ______. The
monthly price for resident engineer is: __________.
6.1.6 The prices for specific Parts, Repair Services and Field
Services are set forth in Exhibit 2, Contractor Scope Rates.
These prices will be applicable to any Contractor Scope which
is ordered as Extra Work. Prices for Extra Work not listed in
Exhibit 2 shall be based upon the Contractor quotes and
agreed upon between the Parties.
6.1.7 Price for Options
(a) Price for an additional Covered Unit at terms identical to the

terms of this Agreement: ______________.
(b) Price for Diagnostic and Monitoring Center Services on monthly
basis: ______________.
6.2 Terms of Payment: Planned Maintenance Outages
Owner shall pay Contractor for each HGPI/Major GT Outage as follows:

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6.2.1 Forty five percent (45%) six (6) months prior to the start date
of the relevant Outage against:
(a) invoice;
(b) List of all Contractor Scope to be provided for the
Outage (both Generic Contractor Scope and Extra
Work) including initial Outage time schedule, and the
Parts ordered by Contractor for such Outage, including
relevant part number, approved by Owner, according to
Form 1.
6.2.2 Fifty five percent (55%) upon completion of the relevant

Outage against:
(a) invoice;
(b) End of Outage Form according to Form 2 signed by
Owner.
6.2.3 One hundred percent (100%) upon completion of each Minor

Inspection and all other ST and Generator Planned Outages.
6.3 Terms of Payment: Quarterly Payment
Owner shall pay Contractor the Quarterly Payment after completion

of the relevant three month period against Contractor invoice.
6.4 Terms of Payment: Extra Work
Unless otherwise agreed to by the Parties, Extra Work Orders shall

be invoiced and paid 100% upon completion of the relevant Outage
as indicated by Form 2, or upon delivery of the Part(s) to Owner or
completion of the Service, if ordered not in connection with any
specific Outage. Invoices for Extra Work will be provided with a
description of the relevant Extra Work provided or performed. If
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provided in connection with an Planned Outage, the Extra Work
invoice will be provided by Contractor along with the invoice under
Article 6.2.2.
6.5 General Payment Term
6.5.1 All payments to Owner shall be made by direct payment to

Contractor's designated bank account forty-five (45) days after
the 1st day of the month following the submission of the invoice
and related documentation.
6.5.2 Any payment under this Agreement shall be subject to the

following conditions:
(a) the Owner has received a fully executed copy of this

Agreement;
(b) the Owner has received the Performance Guarantee;
and
(c) The Owner has received the insurance certificates for
the policies which are required to be provided by
Contractor.
6.6 Price Escalation
As of the Maintenance Start Date, Contractor shall be permitted to

escalate the Generic Contractor Scope Planned Maintenance
Outage prices and, for Extra Work ordered, the prices listed in
Exhibit 2, by 0.5% annual escalation, per each year of the Term. If
applicable, escalation shall be invoiced separately and the
calculation attached to the relevant invoice.
6.7 Late Payment
If a Party shall delay any due payment or approval or certification

required for a due payment, the other Party shall be entitled to
receive interest on the amount not paid during the period of delay at
the LIBOR rate applicable on the date of the invoice plus 1% annual
rate.
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6.8 Taxes, Deduction of Income Tax from Source
6.8.1 Contractor shall be responsible for all taxes, imposts or other

compulsory payments of non-Israeli origin imposed on or in
connection with the Services.
6.8.2 Owner shall be responsible for all Israeli taxes, duties or other
compulsory payments, levies and customs imposed by the
Israeli Governmental authorities in connection with the
Services excluding:
(a) Contractor’s corporate and service personnel’s personal

income tax (to the extent applicable);
(b) Income tax due on any Israeli sourced services or
materials provided by Contractor.
6.8.3 Owner shall deduct withholding tax rate from source from the
payments to the Contractor in connection with Site Services
and for sums due to the Israeli subcontractor(s) (if relevant),
unless the Owner has received a certificate of exemption (full
or partial) in accordance with the Israeli Income Tax
Ordinance.
6.8.4 In the event the Contractor is a company or body registered in

a country which has a double taxation treaty with the State of
Israel and in the event withholding tax has been deducted
from source as above, then the Owner shall furnish the
Contractor, promptly at Contractor's request, with the official
tax receipt/ declaration as to the amount deducted for purpose
of Contractor’s use in avoiding double taxation and as
confirmation of the tax payment on behalf of Contract.
6.9 VAT
All payments referenced are exclusive of Value Added Tax (“VAT”).

VAT will be added to invoices sent by the respective Party to the
other Party if and as required under Israeli law.
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6.10 VAT Payment Upon Customs Release in Israel
The procedure for Owner’s payment of VAT upon release of Parts

from the port/airport of import in Israel is as follows:
6.10.1 Contractor undertakes to utilize the services of the Owner’s

designated customs agent for purposes of release of the
Parts from customs.
6.10.2 Without derogating from the DDP terms of delivery, the Bill
of Lading/Airway Bill shall designate the Owner as the
consignee and, shall be made out to The Israel Electric
Corporation Ltd. through/care of/notify* (Israeli Company,
agent or persons designated by the Contractor for
purposes of release from customs)
*- to be determined by the Owner's customs agent, if the

customs clearance is to be made by or under the
responsibility of Owner.
6.10.3 All consignments shipped shall be accompanied by a

packing list which shall detail the content of each package
or crate.
6.10.4 The Import Entry (Reshimon Yevu) shall be in the name of

the Owner through/care of/notify* (Israeli company, agent
or persons designated by the Owner for purposes of
release from customs
*-to be determined by the Customs Agent, if the customs

clearance is to be made by or under the responsibility of
Owner.
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6.10.5 The Contractor acknowledges that failure to adhere fully to
any of the provisions hereof may cause the Owner
inconvenience or severe damage and serious difficulties
with the customs, port, VAT or other relevant Israeli
governmental authorities
6.11 Set-off
Owner shall have the right to set-off from any sum under the
Agreement due to the Contractor or to any Israeli subcontractor, such
sum(s) as may be due and payable to the Owner from the
Contractor.
6.12 Certification
No certificates given or payments made shall be considered as

conclusive evidence of the performance of the Contract, either
wholly or in part, nor shall any certificates or payment be construed
as acceptable of any defective or nonconforming part of the
Services.
ARTICLE 7 Delivery, Title Transfer, Risk of Loss, Repair

Services Logistics
7.1 General Delivery Terms
7.1.1 All Parts for Planned Maintenance, including Findings, shall be

delivered to the designated Site DDP (Incoterms 2010)
(excluding VAT) thirty (30) days prior to Planned Outage start
date, unless otherwise agreed in writing during the pre-
Outage preparation meetings.
7.1.2 Delivery of all Parts for Unplanned Maintenance shall be DDP

(Incoterms 2010) (excluding VAT) unless otherwise agreed to
between the Parties in the relevant Order.
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7.1.3 Owner shall be the importer of the record for the delivery of all
Parts under this Agreement. Owner shall issue to Contractor
or its designated representative, upon request of Contractor,
an authorization (Power of Attorney) in a manner usually
accepted by Israeli Customs Authorities, to enable “clearance
on behalf of IEC”. Or, Owner shall release the Parts from
customs on behalf of Contractor.
Owner and Contractor shall cooperate fully in the matter of
customs clearance of Parts and in order to minimize delays in
customs clearance.
7.2 Passage of Title
7.2.1 Title in Parts and components thereof shall transfer from Contractor
to Owner upon delivery at the relevant Site prior to Outage, or to
Owner's storage facility, according to agreements reached between
the Parties.
7.2.2 Title in all Parts and components thereof removed from a Covered
Unit during an Outage shall revert to Contractor upon their removal
by Contractor from the Site.
7.2.3 In all cases where title in Parts and components thereof is passed
from the Contractor to the Owner, Contractor warrants to Owner
good title to such Parts and components, free and clear of all liens,
encumbrances, and claims.
7.2.4 Title in Parts and components thereof delivered to Site prior to

Outage and not used during the Outage, shall transfer from Owner
to Contractor upon removal by Contractor from the Site.
7.3 Risk of Loss
Risk of loss for Parts and components thereof shall transfer from
Contractor to Owner upon delivery to the Site prior to an Outage or to
Owner storage facility, and shall transfer from Owner to Contractor upon
removal by Contractor from the Site.
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7.4 Repair Services Logistics
7.4.1 Repair Services Conducted at the Repair Facilities
(a) Contractor shall be responsible for all actions and costs related to
packing and transporting the Parts and components thereof of the
Covered Unit(s) to and from the Site and the Repair Facilities, except
as stated in sub-article (c) below. Notwithstanding any other
provisions in this Agreement, including any reference to
INCOTERMS, Contractor shall bear risk of loss and related insurance
costs for the Parts and components of the Covered Unit(s) while in
transit to or from the Repair Facilities and at the Repair Facilities.
(b) All scrap and used Parts and components which have been replaced
during Repair Services made at the Repair Facilities shall be the
property of Owner, unless otherwise agreed by the Parties.
(c) Owner shall be responsible for the export clearance paperwork and
for obtaining the authorization for temporary exports for all Parts and
components thereof to be sent to Repair Facilities.
7.4.2 Repair Services Conducted At The Site
(a) Contractor shall retain title to any Contractor tools utilized by

Contractor, or loaned or made available to Owner, at the Site.
Contractor shall be responsible for transit costs and risk of loss and
insurance costs for such tools to and from the Site. Contractor shall
be bound by the Site rules concerning the use and operation of
Contractor tools.
(b) Contractor shall be responsible for risk of loss of its tools and for
Parts and components of the Covered Unit while on Site whilst
under its control during repairs conducted by Contractor at the Site.
(c) Upon termination or expiration of the Agreement, Contractor shall
remove from the Site any tools or any Parts to which the Contractor
has title, at Contractor's responsibility and cost.
ARTICLE 8 LIQUIDATED DAMAGES FOR DELAYS IN PLANNED

MAINTENANCE and IN DELIVERY OF PARTS FOR PLANNED
MAINTENANCE
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8.1 Delays in Planned Maintenance
8.1.1 Contractor warrants that the duration of each Planned Outage as

below shall not exceed the following durations ("Warranted
Durations"):
Outage Type Warranted Duration ( Days)

GT Minor
GT HGPI
GT Major
ST Major
Generator Major
a. For purpose of this Article 8, all "days" are "working days".

b. The Warranted Duration commences when the turning gear has been
switched off and the safety work tags have been received by
Contractor and ends when the Contractor has performed the Generic
Contractor Scope and any Extra Work ordered, and Contractor has
returned the safety tags to the Owner.
c. Warranted Durations are based upon the Generic Contractor Scope in
Exhibit 6, excluding hot commissioning, tuning and balancing.
However, if hot commissioning, tuning and/or balancing are impeded
or delayed due to Contractor's performance of the Generic Contractor
Scope and/or Extra Work performed by Contractor during the Outage,
the provisions of Article 8.1.2 shall apply to such delay of the hot
commissioning, tuning and/or balancing.
8.1.2 If a Planned Outage, due to reasons attributable to Contractor,

exceeds the applicable Warranted Duration (including as set forth in
Article 8.1.1(c) above) , Contractor shall pay to Owner as sole and
exclusive remedy, liquidated damages in the amount of _____ per
day of delay up to a maximum of _______ with regard to any
Major/HGPI Outage with a maximum of _______ over the Term;
and ____ per day of delay up to a maximum of _______ with
regard to any Minor Inspection with a maximum of _________ over
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the Term. Owner shall not be entitled to claim liquidated damages
under Article 8.2 in the event a delay in delivery of Parts causes an
extension of the Warranted Duration and Owner claims liquidated
damages under Article 8.1.
8.1.3 For Planned Outages larger than Minor Outages, a grace period of
three (3) days shall apply prior to the payment of liquidated
damages, however in the event the delay is in excess of the grace
period, the amount of liquidated damages shall be calculated from
the Warranted Durations in Article 8.1.1 above.
8.1.4 In the event Contractor is obstructed, delayed or disrupted by

Owner or by other contractors present on Site, or Contractor
foresees delays in the performance of Contractor Scope due to
Owner or due to other contractors present on Site, Contractor shall
immediately notify Owner thereof; subject to such notification and
verification of the delay caused, Contractor shall not be liable for
delays caused by Owner or by other contractors, and in the event
the Planned Maintenance Outage is extended beyond the
Warranted Durations and subject to Article 8.1.5 below, Contractor
shall be entitled to an equitable extension of time to complete the
Contractor Scope, or to such other arrangement as may be agreed
upon by the Parties.
three (3) days shall apply for any waiting time incurred by
Contractor due to reasons attributable to Owner which extends the
Warranted Duration of the Planned Maintenance Outage, however
in the event the waiting time is in excess of the grace period, the
waiting time shall be calculated from the first day thereof.
8.2 Delays in Delivery of Parts for Planned Maintenance Outages
8.2.1 For any delay in the delivery of Parts required for a Planned
Maintenance Outage, which delays are due to reasons attributable
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to Contractor, Contractor shall pay Owner as sole and exclusive
remedy liquidated damages in the amount of _________ per day of
delay up to a maximum of ________ with regard to any Major/HGPI
Outage with a maximum of __________ over the Term; and
________ per day of delay up to a maximum of ________ with
regard to any Minor Inspection with a maximum of __________ over
the Term.
three (3) days shall apply prior to the payment of liquidated
damages, however in the event the delay is in excess of the grace
period, the amount of liquidated damages shall be calculated from
the first day of delay.
ARTICLE 9 CONTRACTOR WARRANTIES
9.1 Contractor General Warranties
The Contractor warrants and covenants that:

9.1.1 it shall comply with the law in performing its obligations under this
Agreement, including without limitation for the protection of the
environment;
9.1.2 it will obtain all the necessary licenses and permits and the payment
of all associated taxes, levies and charges reqired for the execution
of the Contractor Scope;
9.1.3 in respect of other contractors generally, or in respect of the

employees of the Owner both whom may be present on the Site
during the performance of the Contractor Scope, it will mutually co-
operate with any such contractors or employees and not
unreasonably obstruct, delay, disrupt or otherwise interfere with or
damage such contractor’s or employee’s work or property;
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9.1.4 it will manage all aspects of industrial relations for the performance
of the Contractor Scope and will keep the Owner fully and promptly
informed of industrial relations problems or issues which affect or
are likely to affect the performance of the Contractor Scope;
9.1.5 it must familiarize itself and its employees with relevant

Occupational Health and Safety legislation, the Site/Facility’s safety
rules and regulations, and associated permit-to-work systems and
ensure that they are understood, observed, maintained and
complied with in the execution of the Contractor Scope;
9.1.6 it must, at its own expense, keep its work area clean and tidy,
regularly removing rubbish and surplus material from the Site, to the
approval of the Owner;
9.1.7 it will take all steps to minimize and prevent unnecessary delay in
the performance of the Contractor Scope;
9.1.8 it will be responsible for the security of its own tools, plant and
equipment at the Site; and
9.1.9 it must ensure that it and its employees, subcontractors and agents
do not make, receive, provide or offer substantial gifts,
entertainment, payments, loans or other consideration to the Owner,
its employees or agents for the purpose of influencing those
persons to act contrary to the best interests of the Owner.
9.2 Contractor Defect Warranty
The Contractor warrants and covenants that:

9.2.1 In agreeing to perform the Contractor Scope, it has the necessary
skills, resources and experience to successfully perform the
Contractor Scope.
9.2.2 It will perform the Contractor Scope:

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(a) in a proper, diligent and workmanlike manner, according to Prudent
Industry Practices, and with the skill care and diligence that would be
expected of a services provider experienced in projects or activities of
a similar nature to the Contractor Scope;
(b) using new or refurbished and undamaged materials suitable for the
purpose for which they are required as stated in this Agreement;
9.2.3 Contractor shall be liable for defects in material and workmanship,

and for Normal Wear and Tear of the Program Part and
Consumables delivered as part of the Contractor Scope as well as
for all Parts delivered under the EQUIPMENT SUPPLY Contract
and installed in the Covered Unit(s) on the Maintenance Start Date.
The foregoing warranties in Articles 9.2.1 to 9.2.2 and herein,
inclusive, known as Term Warranty in connection with Program
Parts, shall begin as of the commencement of the Maintenance
Start Date and shall expire at the end Term.
9.2.4 Contractor shall be liable for defects in material and workmanship

for all other (non-Program) Parts delivered as part of the Contractor
Scope. The foregoing warranties in Articles 9.2.1 to 9.2.2 and
herein, inclusive, in connection with all other Parts delivered under
the Agreement, whether new, repaired or refurbished, shall expire at
the earlier of:
(a) ___________ EOH after installation (GT only); or
(b) 24 months after the date of installation; or
(c) 36 months after the date of delivery to Owner.
9.2.5 If a Program Part is taken out of a Covered Unit due the

requirement of performing warranty work thereupon, and then that
same Program Part is put back in service in a Covered Unit, the
Term Warranty period for that Program Part will continue without
limitation.
9.2.6 The foregoing warranties in Articles in Articles 9.2.1 to 9.2.2,

inclusive, in connection with Site Services and Repair Service
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performed during an Outage on Site shall expire 12 month after the
completion of the Outage wherein the Service/Repair Service was
performed.
9.2.7 Where re-performance, rectification or repair for all Parts which are
not Program Parts is made under a warranty claim, the warranty
period for that item or part of the Site or Repair Services re-
performed, rectified or Part that has been repaired will be extended
from the end of the current Warranty Period for a further Warranty
Period of the lesser of:
(a) 4,000 EOH in accordance with the manufacturer's specifications;
or
(b) 12 months after the date of completion of warranty work;
and with a maximum Site or Repair Service warranty period of
year from the original Service warranty period.
9.3 Remedy of Warranty Claims
9.3.1 If during the applicable warranty period any of the Contractor Scope
does not meet any of the warranties set forth in Article 9.1 or 9.2
above:
(a) Owner may (notwithstanding any payment already made) notify the
Contractor of a claim under the warranty ("Warranty Claim"). The
Owner shall include details of the Warranty Claim in the notification;
(b) Contractor shall provide confirmation to the Owner within 24 hours of
receipt of a Warranty Claim and if required, commence the
delegation of required staff to the Site;
(c) following notification of a Warranty Claim, Contractor will notify Owner
of its recommended remedy. In the event Owner disagrees with
Contractor's recommendation and the Parties have not reached
agreement within 5 days of notification of the Warranty Claim, the
matter will be escalated to the senior management officers of each
Party for resolution.
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9.3.2 For the avoidance of doubt, Contractor shall be responsible for the
entire costs of remedying any Warranty Claim, including the costs
of opening of the Covered Unit, dismantling of failed Part and other
parts of the Covered Unit necessary to perform the Warranty Claim
remedy, delivery of any replacement Part, shipping of Parts to and
from Site, reinstallation, testing and technical direction. Contractor
shall reimburse Owner for all costs borne by Owner in connection
with the implementation of the Warranty Claim remedy, such as
cost of Owner craft labor and tools.
9.3.3 In addition to remedying the Contractor Scope for which a

Warranty Claim was made, Contractor shall bear the cost of
remedying Parts or Owner equipment in the event same are
damaged in connection with a Warranty Claim regarding
Contractor Scope, limited to Euro 10,000,000 (ten million Euro) per
Warranty Claim, and further limited to no more than four such
claims per Term. The aforesaid monetary limitations shall include
the cost of replacing Program Parts damaged by other Parts in
connection with a Warranty Claim.
9.3.4 Owner and Contractor shall schedule access to the Covered Unit as
soon as reasonably possible taking into account Owner's
generation obligations. Contractor shall use its reasonable good
efforts to schedule Warranty Claim works consistent with the
Owner’s operating requirements.
9.3.5 Upon request of the Contractor, the Owner shall disclose to

Contractor the operating conditions and respective log files of the
Covered Unit for which a Warranty Claim was filed.
9.3.6 The conduct of any tests to be performed in connection with any

Warranty Claim and the remedying thereof shall be agreed upon
and Contractor shall be notified of and may be represented at all
such tests.
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9.3.7 If the Contractor fails to comply with an obligation under this Article,
in addition to any other remedies of the Owner other than
termination, the Owner may after giving reasonable notice in writing
to the Contractor and Contractor not curing such breach within the
notice given, have the subject work of the Warranty Claim carried
out by other persons including by Owner and the cost incurred by
the Owner shall be a debt due from the Contractor to the Owner.
9.4 Warranty Exclusions
9.4.1Contractor shall have no responsibility for defects in the Contractor

Scope caused by Owner’s craft labor due to any deviations from
Contractor’s instructions or from Contractor's procedures to the
extent communicated to Owner’s craft labor.
9.4.2 Contractor shall have no warranty responsibility on parts, materials

or services not provided or approved by the Contractor.
9.4.3 Contractor shall have no warranty responsibility if the Owner fails to

notify the Contractor of a Warranty Claim in accordance with Article
9.3 within a reasonable time period from detection.
9.4.4 Except for Program Parts, Contractor's warranty obligations do not

include deficiencies resulting from Normal Wear and Tear.
9.4.5 The Contractor makes no other warranty or representation with

respect to the Contractor Scope other than as specified in this
Article. To the extent permitted by law, all other warranties, express
or implied, including but not limited to the implied warranties of
merchantability and fitness for a particular purpose are hereby
disclaimed. The remedies set forth in this Article 9 shall constitute
Contractor’s sole liability and Owner exclusive remedies for failure
of Contractor to meet its warranty obligations.
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9.5 Post Term Warranties
Upon termination of the Term for each Covered Unit the following
warranty shall apply:
9.5.1 Contractor further warrants that all Parts, other than Program Parts,
installed as part of the final Planned Outage of the applicable Unit
will be free of defects as aforesaid in Article 9.2 until the earlier of:
(a) one (1) year from the date of installation of the Part into the Unit, or
(b) _________ (eight thousand) EOHs after installation of the Part into
the Unit, or
(c) Two (2) years from the date of delivery of the Part to Owner.
The warranty period for a post Term replaced/repaired/refurbished Part

shall be the originally remainder of the original warranty period.
All the terms in Articles 9.1-9.4 above shall also apply to the post Term
warranty.
However, notwithstanding the aforesaid, the post Term warranty for
Program Parts shall be for a full HGP cycle (_________ EOH) as of their
installation in a Unit. Contractor shall have the right to inspect a Unit after
____ EOH occurring after the first Minor Inspection that occurs after an
eHGPI.
ARTICLE 10 LIMITATIONS OF LIABILITY
10.1 Excluding Contractor’s indemnity obligations as set forth in Article 17

(Indemnity) which shall be unlimited, Contractor’s total liability
towards Owner on all claims relating to this Agreement, whether as
a result of breach of Agreement, tort (including negligence and strict
liability) or otherwise, shall be limited in any Contract Year to ten
percent (10%) of the Contract Price. Owner further expressly agrees
that under no circumstances shall the total aggregate liability of
Contractor over the Term under any theory of recovery, whether
based in contracts, torts (including negligence and strict liability), or
otherwise, exceed fifty percent (50%) of the total Contract Price. For
the avoidance of doubt and notwithstanding the aforesaid, the caps
on liability set forth above shall not apply to Contractor’s obligations
under Articles 8.1 and/or 8.2 and/or Article 9, which obligations shall
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be additional thereto, provided Contractor's total aggregate liability
towards Owner under this Agreement shall not exceed the amount
of 100% of the Contract Price.
10.2 See also the provisions of Article 9.3.3 regarding Contractor's

limitation of liability for "downstream damage" incurred in the context
of Warranty Claims.
10.3 Without limitation of Article 9.3.3 above, in no event, whether as a

result of breach of contract, warranty, indemnity, tort (including
negligence), strict liability, or otherwise, shall a Party be liable to the
other Party for loss of business, loss of profit or revenues, or
goodwill, cost of capital, cost of substitute equipment, facilities,
services or replacement power, loss of information and data, claims
of customers for such damages, or for any special, consequential,
incidental, indirect, punitive or exemplary damages.
10.4 Owner's total aggregate liability towards Contractor in connection

with all claims brought in connection with the Agreement, under any
theory of recovery, whether based in contracts, torts (including
negligence and strict liability), or otherwise, shall not exceed the
Contract Price. Owner's liability towards Contractor in connection
with any Order issued for Extra Work shall be capped at the
cumulative remuneration paid by Owner to Contractor under said
Order.
10.5 For the purposes of Article 10, the term "Party", "Contractor" or
"Owner" shall also mean the Party's parent, affiliates,
subcontractors and suppliers and their respective agents and
employees, whether individually or collectively.
10.6 The provisions of Article 10 shall prevail over any conflicting or

inconsistent provisions contained in any of the documents
comprising this Agreement and/or any Order.
ARTICLE 11 DISPUTE RESOLUTION

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11.1 All disputes arising in connection with this Agreement shall be
settled, if possible, by negotiation of the Parties. If the matter is not
resolved by negotiations, either Party may, by the giving of written
notice, cause the matter to be referred to a meeting of appropriate
higher management of the Parties. Such meeting may be held at
such place to be mutually agreed between the parties in Israel or
such other place within ten (10) business days following the giving
of the written notice. Alternatively, management may attempt to
resolve disputes by way of teleconference or video conference.
11.2 If the matter is not resolved within thirty (30) business days after the
date of the notice referring the matter to appropriate higher
management, or such later date as may be mutually agreed upon,
then the dispute may be submitted to non-binding mediation upon
the mutual agreement of the Parties at such place to be mutually
agreed between the parties in Israel. In the event of mediation, the
Parties shall share mediator fees equally.
11.3 If the matter is not resolved through such mediation or within thirty
(30) business days after the date of the notice referring the matter to
appropriate higher management, or such later date as may be
mutually agreed upon, then the dispute shall be finally settled by
arbitration of a single arbitrator to be agreed between the parties.
Either Party shall have the right by giving notice to the other Party to
refer a dispute or controversy to arbitration at any time after the date
described in the previous sentence.
11.4 If no agreement can be reached between the Parties as to the

appointment of the single arbitrator, then the arbitrator shall be
appointed by the then President of the International Chamber of
Commerce. Such arbitrator shall not be a citizen of either Owner or
Contractor’s country of registration. Fees for the appointment of the
arbitrator and the arbitrator’s fees and expenses shall be shared
equally.
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11.5 The Arbitration shall be conducted in Israel in the English language
according to the Israeli Arbitration Law 1968. This Article constitutes
an arbitration agreement of the parties as defined in the aforesaid
law. In arriving at his decision, the arbitrator shall consider the
pertinent facts and circumstances and be guided by the terms and
conditions of this Agreement; and, if a solution is not found in the
terms of this Agreement, the arbitrators shall apply the Governing
Law of the Contract as defined in Article 12.
11.6 Both Parties shall have the right to present documentary evidence,
witnesses and to cross-examine witnesses. The decision of the
arbitrator shall be final and binding upon both Parties, and may be
entered in any court having jurisdiction thereof. Neither Party shall
seek recourse to a law court or other authorities to appeal for
revisions of such decision. Each Party shall be liable for its own
attorneys’ fees and other litigation expenses. On request of either
Party, a transcript of the hearings shall be prepared and made
available to the Parties.
11.7 Notwithstanding the foregoing, each Party shall have the right at
any time, at its option and where legally available, to commence an
action or proceeding in a court of competent jurisdiction, subject to
the terms of this Agreement, in order to seek and obtain a
restraining order or injunction, but not monetary damages, to
enforce the confidentiality provisions set forth in Article 13.
11.8 Neither party may refuse to perform or delay the performance of any
obligation under this Agreement unless the arbitrator has made an
order which allows it to do so. Subject to the foregoing and until the
final decision of the arbitrator, this Agreement will continue to be
performed by both parties.
ARTICLE 12 GOVERNING LAW
12.1 This Agreement shall be governed by and construed solely under

the laws of the State of Israel excluding its rules as to Conflict of
Laws, except as specifically stated in this Agreement. The Parties
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hereby exclude the application of the United Nations Convention on
Contracts for the International Sale of Goods.
12.2 The Contractor shall conform in all respects with the laws, rules and
regulations of the Government of Israel (or competent authorities
authorized by law) which may be applicable to the Services and shall
keep the Owner indemnified against all penalties and liabilities for
breach of aforesaid laws, rules or regulations to the extent directly
caused by Contractor’s breach of aforesaid laws, rules or
regulations.
ARTICLE 13 CONFIDENTIALITY AND PROPRIETARY INFORMATION
13.1Any information disclosed by either Party in connection with this

Agreement and designated in writing, by label, stamp or other written
communication by the disclosing Party as “confidential” or
“proprietary” at the time of disclosure shall be treated as “Confidential
Information” subject to this Article 13, unless specifically exempted
under the provisions below.
13.2The recipient Party agrees to:
13.2.1 treat such Confidential Information as confidential and not disclose

it to third parties other than as necessary for performance of this
Agreement; and
13.2.2 to restrict the use of such Confidential Information to matters

relating to the recipient Party's performance of this Agreement; and
13.2.3 to restrict access to Confidential Information to employees, officers

and directors of the recipient Party whose access is necessary in
the implementation of this Agreement.
13.3The foregoing restrictions do not apply to Confidential Information

which:
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13.3.1 is, or becomes, publicly known other than through a breach of
this Article 13 or other illegal or wrongful act;
13.3.2 is in possession of the recipient Party prior to receipt from the
disclosing Party, or
13.3.3 is independently developed by the recipient Party, provided
that the person or persons developing the same have not had
access to such Confidential Information from the disclosing
Party under this Agreement,
13.3.4 is furnished to others by the disclosing Party without
restrictions similar to those herein on the right of the receiving
Party to use or disclose, or
13.3.5 must be disclosed pursuant to requirements of law or valid
legal process, or to regulators, provided that the Party
intending to make disclosure in response to such
requirements or process shall reasonably attempts to maintain
the confidentiality of the Confidential Information;
13.3.6 is furnished to Owner as part of the Contractor Scope, such as
reports, studies etc;
13.3.7 is furnished by Owner to potential purchasers of any of the
Sites provided that Owner shall reasonably attempts to
maintain the confidentiality of the Confidential Information.
ARTICLE 14 HEALTH AND SAFETY
14.1 The Contractor shall comply with all workplace health and safety,
environmental, licensing, authorisations and other risk management
requirements specified by or on behalf of the Owner.
The Contractor shall comply with all applicable laws of Israel and
with health, safety and environmental requirements and policies
established from time to time by the Owner.
14.2 Insofar as compliance with the requirements of this

Agreement permits, the Contractor shall during its
performance of the Services:
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14.2.1 provide all things and take all measures necessary to protect
people and property;
14.2.2 avoid unnecessary interference with the passage of people
and vehicles; and
14.2.3 prevent nuisance and unreasonable noise and disturbance.
14.3 If the Contractor damages Owner's property on or adjacent to the

Site, subject to the provisions of Article 10.1, Limitation of Liability,
the Contractor shall promptly make good the damage and pay any
compensation which the law requires Contractor to pay.
The Contractor will provide to the Owner for approval prior to the
Planned Maintenance commencement a Health, Safety &
Environment Management Plan detailing the Contractor’s proposed
methods for controlling the Planned Maintenance at the Sites.
14. 4 The Owner may from time to time appoint auditors to undertake
audits of the Contractor’s compliance with its health safety and
environmental management plan. Contractor shall fully cooperate
with such auditor and allow same access to Contractor works at the
Sites and to Contractor records.
ARTICLE 15 ASSIGNMENT AND SUBCONTRACTING
15.1 Neither Party may transfer or assign, in whole or in part, any of its
rights or obligations under this Agreement without the express
written consent of the other Party, which consent shall not be
unreasonably withheld or delayed.
15.2 Any transfer or assignment, or attempted transfer or assignment, in

contravention of Article 15, whether by operation of law or otherwise,
shall be null and void. For purposes of this Article 15, a sale or
transfer of all or a controlling interest in a Party, in whatever form
such interest may be held, sold or transferred, shall be deemed to be
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a transfer and assignment subject to this Article and will constitute a
material breach of this Agreement.
15.3 In the event the Contractor undergoes corporate or other

reorganization, whereby control therein passes to another entity, e.g.
purchase by another entity, formation of a joint venture or where
there is a change of corporate name, Owner shall reasonably
consider approval providing that:
15.3.1the new entity assumes all the obligations and limitations

(including limitations of liability) of the Contractor and is not
controlled by bodies from or located in a country that has no
diplomatic relations with Israel; and
15.3.2all guarantees issued by Contractor (and, where relevant, its
parent organizations) are reissued to the Owner in the name of
the new entity; and
15.3.4 (where necessary) invoices are issued in the name of the new
entity; and
15.3.5 Owner is supplied with the following information as to the
reorganization:
(a) the new entity (name, address, place of registration,
registration number, shareholding etc.); and
(b) its financial standing; and
(c) its ability to fulfill the Contractor’s obligations under the
Agreement.
15.4 Contractor may not subcontract material portions of the Contractor

Scope without first obtaining Owner's written approval to use said
subcontractor, which approval shall not be unreasonably withheld or
delayed. Contractor shall remain responsible to Owner for
performance of subcontracted Contractor Scope and for any breach
caused by its subcontractors in the performance of the Contractor
Scope.
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15.5 Without derogating from the generality of Article 15.3 and subject to
the terms thereof, Contractor is permitted to subcontract the
manufacture of new Parts and Repair Services; Contractor will be
permitted to subcontract the provision of Site Services but not the
Services detailed in Articles 2.2.1-2.2.3 above.
15.6 Notwithstanding the provisions of Article 15.1, Owner shall be entitled

to assign and/or transfer and/or pledge the Agreement or any Order
or any obligation and/or right and/or benefit included in them to a
subsidiary, or affiliate of Owner, and shall also be entitled to assign
and/or transfer and/or pledge the Agreement or any Order or any
obligation and/or right and/or benefit included in them, to person or
entity, in the event of a change and/or structural division or sale of
assets of Owner which is/are required under any law, including under
the Electricity Sector Law, 1996, and/or the Government Companies
Law, 1975, and/or pursuant to Government decisions and/or
according to the directive of an authorized regulator and/or carried
out with its/their approval. Owner shall notify Contractor of any such
assignment and/or transfer and or pledge in writing in advance.
“Affiliate” – in this clause, as defined in the Securities Law, 1968.
ARTICLE 16 SITE CONDITIONS AND HAZARDOUS MATERIALS
16.1 Subject to the provisions of Article 10.4, Owner shall indemnify and
hold Contractor harmless for any and all rightful damages of
Contractor arising out of or relating to the presence of any
Hazardous Materials which are:
16.1.1 present on the Site prior to the commencement of Contractor’s
work;
16.1.2 improperly handled or disposed of by Owner; or,
16.1.3 brought on to the Site or produced thereon by parties other than
Contractor under this Agreement.
16.2 The indemnity in this Article does not apply to the extent that the
loss or damages suffered by the Contractor was due to the
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Contractor's or its personnel's failure to comply with the Contractor's
obligations in this Agreement, particularly in Article 14.
ARTICLE 17 THIRD PARTY INDEMNIFICATION
17.1 Each Party agrees to indemnify and hold harmless the other Party
from and against any loss or expense by reason of physical damage
to the property of third parties (which shall not include any portion of
the Covered Unit(s),) or bodily injury, including death, of persons to
the extent such damage or injury results directly from the
negligence of such Party while engaged in the performance of this
Agreement.
17.2 In the event such damage or injury is caused by the joint or

concurrent negligence of both Parties (or their subcontractors), the
loss or expense shall be borne by each Party in proportion to its
degree of negligence.
17.3 Any indemnification with respect to third party actions under this
Agreement shall be conditioned upon:
17.3.1 the Parties shall promptly notify each other in writing of any
demand for idemnification;
17.3.2 the indemnifying Party and Party being indemnified may jointly
conduct negotiations for the settlement of such indemnificable
events and any litigation or arbitration that may arise from them;
17.3.3 the indemnified Party shall not make any admission of liability or
settlement which might be prejudicial to the indemnifying Party
without the prior written consent of the indemnifying Party, unless
the indemnifying Party decides not to conduct the negotiations,
litigation or arbitration or fails to conduct the negotiations, litigation
or arbitration upon being requested to do so by the indemnified
Party.
17.4 The Parties shall cooperate in all matters related to such claim and
settlement negotiations.
ARTICLE 18 PATENTS AND INTELLECTUAL PROPERTY

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18.1 Intellectual Property Indemnity
18.1.1 Contractor agrees to indemnify and hold harmless Owner from

any rightful claim of any third party that the use of any Parts or
documents furnished hereunder to Owner as part of Contractor
Scope infringe such third party's intellectual property right,
provided that Owner notifies Contractor promptly of the receipt of
any claim, does not take any position adverse to Contractor
regarding such claim and gives Contractor information, assistance
and exclusive authority to settle and defend the claim. Contractor
shall, at its own expense, either:
(a) settle or contest the claim in any suit or proceeding and pay all
damages and costs awarded in it against Owner;
(b) procure for Owner the right to continue using the Part or
documentation;
(c) modify the Part or the documentation so that it becomes non-
infringing;
(d) replace the Part or documentation with non-infringing Part or
documentation; or
(e) remove the infringing Part or document and refund and/or
reduce the price allocable to such Part or document.
For the avoidance of doubt in the foregoing "third party" does not
mean any Affiliates of the Owner.
18.1.2 If, in any suit arising from such a claim, the continued use of the
Part or document for the purpose intended is forbidden by any
court of competent jurisdiction, Contractor shall at its option take
one or more of the actions under (b), (c), (d) or (e) above.
18.1.3 Article 18.1 shall not apply to:

(a) any Part which is manufactured to Owner's design; or
(b) the use of any Parts furnished under this Agreement in
conjunction with any other apparatus or material not furnished
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by Contractor and which did not exist in the Covered Unit as of
the beginning of the Term.
18.2 Intellectual Property Rights
18.2.1 Ownership of all intellectual property rights in the Contractor

Scope, including all documentation provided by Contractor to Owner as
part of the Contractor Scope, remain with the Contractor.
18.2.2The price for Contractor Scope shall be deemed to include the

grant by Contractor to the Owner of a royalty-free, non-revocable and
perpetual license to use the Contractor Scope intellectual property for the
purposes of operating and maintaining the Covered Unit.
18.2.3 Any intellectual property rights owned by a Party in material

created prior to or independently of this Agreement will remain the
property of that Party (Background IP). The Contractor grants the Owner
a perpetual, non-revocable royalty-free license to use any Background IP
provided by the Contractor in connection with the Contractor Scope for
the purpose of operating and maintaining the Covered Unit.
ARTICLE 19 FORCE MAJEURE
19.1 Prior to declaring a Force Majeure event ("FM Event"), the delayed
Party shall use reasonable diligence to prevent or avoid such delay.
19.2 Both Parties shall consult with one another in order to take all
reasonable precautions to avoid the effect of the FM Event on the
delayed Party’s ability to perform its obligations.
19.3 Neither Owner nor Contractor shall have any liability or be

considered to be in breach or default of its obligations under this
Agreement to the extent that performance of such obligations is
actually delayed or prevented, due to causes beyond its reasonable
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control including but not limited to acts of God, act (or failure to act)
of governmental authorities or third parties not engaged by the Party
claiming FM Event, fires, inclement weather conditions,
earthquakes, strikes or other labor disturbances, floods, war
(declared or undeclared), epidemics, civil unrest, riot, or act of
terrorism shown to directly affect the Agreement.
19.4 The Party claiming the FM Event shall notify the other Party as soon
as possible in writing of the occurrence of a FM Event and of any
delays or other frustrations of performance resulting therefrom.
19.4AAny delays resulting from any Force Majeure cause shall extend the
performance time of a Party's obligation so affected by the period of
such delay or such other appropriate period as shall be agreed
upon by the Parties.
19.5 If delay or frustration of performance excused by this Article 20

extends for more than one hundred twenty (120) days per FM
Event, and the Parties have not agreed upon a revised basis for
continuing the Contractor Scope at the end of the afore stated one
hundred twenty (120) days, then the Party that did not declare the
FM Event may, upon thirty (30) days written notice to the other
Party, terminate this Agreement without such termination being
considered a breach of contract.
19.6 If Contractor's performance of this Agreement is suspended in

accordance with this Article, Owner will pay Contractor only for
direct costs for Contractor Scope rendered up to the date of the
suspension, unless prevented directly by the FM Event.
ARTICLE 20 CONTRACTOR GUARANTEES
20.1 To secure the due, timely and complete performance by the

Contractor of its obligations under the Agreement, and as a condition
precedent to Owner’s making any payment to the Contractor, the
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Contractor shall, at its expense, within thirty (30) days of the
signature of the Agreement, provide Owner with a Performance
Guarantee in the form of a standby letter of credit as per Exhibit 4-1.
20.2 In addition to and to secure the repayment of any down/advance

payments, if applicable, the Contractor shall as a condition precedent
to receiving any such down/advance payment, provide a DP
Guarantee in the form of a SBLC as per Exhibit 4-2.
20.3 In the event the Owner has notified the Contractor that the Contractor
is in breach of the terms of this Agreement; and the Contractor has
failed to remedy said breach of Contract or failed to begin and
diligently continued to remedy same in the time provided by Owner to
remedy; and thereafter, the Contractor was given ten (10) days prior
written notification of Owner’s intent to draw on the Guarantee, then
the Purchaser shall have the right to draw on the Performance and/or
the DP Guarantees.
20.4 The Guarantees shall be:
20.4.1 issued in the name of the Owner, non transferable, bearing

clear statements with respect to the latest validity date and maximum
amount available for drawing, and given and maintained until their
expiration by:
(a) a First Class Non-Israeli Bank, as specified in Exhibit 4-

3; or
(b) an Israeli Bank holding a banking license received

pursuant to the Banking Law (Licensing) 5741-1981,
confirmed by the Owner; or
(c) an Israeli insurance company as specified in Exhibit 4-3

that has received a valid license to issue guarantees
Page: 64 of 92
from the Ministry of Finance and which is approved by
Owner;
20.5 Guarantees provided by a bank outside of Israel shall be advised

through an Israeli bank, also to be approved by Owner;
20.6 Terms of Guarantees
20.6.1 The Performance Guarantee shall be :

(a) established with immediate effect in the sum of 10% of
the Contract Price;
(b) amended as may be necessary but at least once a year
to reflect material changes to the Contract Price;
(c) maintained in full force and effect until sixty (60) days
after the expiration of the last warranty period and any
extension thereof in accordance with the Agreement;
20.6.2 The DP Guarantee shall be:
(a) provided by no later than receipt by Owner of the

first request for payment submitted by either the
Contractor;
(b) established in an amount equal to the amount to
be drawn in respect of the down/advance payments;
(c) maintained in full force and effect until sixty (60)
days from date of the last scheduled or actual delivery of
the Parts, whichever occurs later.
20.7 Any extension of a Guarantee required under this Article shall be

made at least ninety (90) days prior to the expiration of the then
current validity date.
20.8 Should any event of Force Majeure (occur, the Contractor undertakes
to extend the validity of the Guarantees from time to time by the
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period(s) for which the Force Majeure existed and/or continues to
exist.
20.9 The costs of extending a Guarantee shall be borne by the Contractor

unless the extension is due to reasons attributable to the Owner, or
due to Owner’s claim for Force Majeure relief, in which cases the
costs of extension shall be borne by Owner. For the removal of
doubt, any extension of a Guarantee due to the exercise of any
option available to the Owner shall be for the Contractor’s account.
20.10 The Owner may exercise its right to draw on the Guarantees given
under this Article on one or more occasions, until the aggregate
amount drawn reaches the amount of the Guarantees, and this right
shall be in addition to and not in derogation of the exercise by the
Owner of any of its other rights and remedies under the Agreement.
ARTICLE 21 INSURANCE COVERAGE
21.1 Contractor’s Insurance
21.1.1 During the Term of this Agreement, Contractor shall maintain the
following insurance coverage:
(a) Workers’ Compensation/Employers Liability Insurance, for

Contractor’s and employees, in the minimum amount of US $ ten
Million (5,000,000) per event. The policy shall include the Owner as
additional insured with respect to any liability towards Contractor's
employees.
(b) Commercial General Liability (“CGL”) insurance for Contractor’s
legal liability, according to any applicable law. The insurance shall
provide coverage for bodily injury and property damage with a
combined single limit of ten million dollars ($ 10,000,000) per
occurrence and in the aggregate. The policy shall:
(i) include the Owner as an additional
insured for act or omission of Contractor; and
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(ii) include cover for damage to Owner's existing property caused
by the Contractor.
(c) Erection All Risks Insurance covering the Site Services and Repair
Services under this Agreement. The insurance shall also include a
surrounding property extension with a sublimit of ten million dollars
($10,000,000) per event covering physical loss or damage to third
party property being worked upon by the Contractor whilst under the
care and custody and control of Contractor and whilst on Owner's
Site or utilized by the Contractor to the extent of Contractor's
obligations under this Agreement. Such policy shall include a waiver
of subrogation.
21.1.2 The Contractor shall provide notification to the Owner within

thirty (30) days’ advance written notice in case of cancellation
or material change of Contractor´s policies.
21.1.3 Prior to commencement of any work under this Agreement,
and not less than annually thereafter during the Term of this
Agreement, Contractor shall deliver to Owner certificate(s) of
insurance showing that the foregoing insurance is in full force
and effect.
21.2 Owner’s Insurance
21.2.1 During the Term of this Agreement, Owner shall maintain the
following insurance coverage:
(a) Statutory insurance required by law with respect to work-related
injuries or illness of employees of Owner applicable to Owner’s
employees in such form(s) and amount(s) as required by all
applicable laws. The Owner is self-insured with regard to Worker’s
Compensation and Employer’s Liability Insurance.
(b) Commercial General Liability (“CGL”) insurance for Owner’s
protection, in broad form including coverage for liability assumed
under this Agreement, providing coverage for bodily injury and
property damage with a combined single limit of not less than Five
Million Dollars ($ 5,000,000) cumulative total of underlying and
excess coverages. The policy shall:
(i) include the Contractor as an additional
insured for act or omission of Owner; and
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(ii) contain a cross liability clause.
(c) Property Insurance and Machinery Breakdown insurance covering
the Covered Unit(s) as the Owner determines to be appropriate,
together with Business Interruption coverage if such Business
Interruption insurance is purchased by Owner, which includes a
waiver of subrogation in favor of Contractor.
21.2.2 The Owner shall provide notification to the Contractor within thirty
(30) days’ advance written notice in case of cancellation or material
change of Owner´s policies.
21.2.3 Prior to commencement of any work under this Agreement, and

not less than annually thereafter during the term of this
Agreement, Owner shall deliver to Contractor a certificate(s) of
insurance showing that the foregoing insurance is in full force and
effect.
21.3 The insurance provided under this Article 21 shall not be used to
limit or expand the obligations of the Parties to this Agreement.
ARTICLE 22 IMPROPRIETY
22.1 In addition to the duties and prohibitions applying the law, including the
Penal Law 5737-1977, Contractor and any person on its behalf, hereby
undertakes and declares as follows:
22.1.1 It shall neither directly nor indirectly offer and/or give and/or receive
any benefit and/or funds and/or anything of value in order to influence,
directly and/or indirectly, the decision and/or action and/or inaction of Owner
or of an officer of Owner and/or an employee of Owner and/or any person on
the behalf thereof and/or any other persons, in connection with this
Agreement and any Order issued hereunder;
22.1.2 It shall neither directly nor indirectly solicit and/or co-operate with any
officer of Owner and/or employee of Owner and/or any person on the behalf
thereof and/or any other persons in order to obtain restricted/confidential
information in connection with this Agreement and any Order issued
hereunder;
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22.1.3 It shall neither directly nor indirectly solicit and/or co-operate with any
officer of Owner and/or employee of Owner and/or any person on the behalf
thereof and/or any other factor in order to establish prices in an artificial
and/or non-competitive manner;
22.1.4 It is not a Family Member and does not employ or intend to employ for
purposes of this Agreement any "Family Member" (as such term is defined in
the Government Corporations Regulations [Rules Pertaining to the
Employment of Family Members], 5765-2005) insofar as such employment
may be construed as constituting a conflict of interests between the
Contractor and any officers or employees of Owner;
22.1.5 Throughout the period of this Agreement, Contractor:

• shall not be incorporated and/or located in any of the countries
designated as “enemy countries” and is not otherwise designated as an
“enemy” under the Trading with the Enemy Ordinance – 1939.
• shall not directly, or to the best of its knowledge, indirectly, be
subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Department of the Treasury ("OFAC") or
directly, or to the best of its knowledge, indirectly, be subject to any
sanctions administered by any corresponding authority in any EU member
state (the "Other Authorities").
• is not an "unlawful association" as specified in the Defense
(Emergency) Regulations 1945;
• has not been classified by Israeli Governmental authorities as a
"terrorist" as specified in the Prevention of Terrorism Ordinance 5708-
1948; and
• has not acted in contravention of the provisions of the Prohibition of
Financing Terrorism Law 5765-2007 and is not a designated terrorist
organization thereunder.
22.1.6 Shall not act contrary to the provisions of paragraphs 23.1.1-23.1.5

above in connection with this Agreement and any Order issued hereunder.
22.2 In the event of reasonable suspicion that the Contractor failed to

comply with the provisions above, Owner reserves the right, in its exclusive
discretion, to:
22.2.1 exclude Contractor from the procurement procedure regarding which
there is suspicion that the action as said was performed and/or from any
other procedure (hereinafter: "the Procurement Procedure"); and/or
22.2.2 reject Contractor's proposal submitted in the Procurement Procedure;
and/or
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22.2.3 at any time cancel its award in the Procurement Procedure and/or at
any time cancel the Agreement and any Order placed consequent thereto.
22.3In the event the Contractor has a Family Member and/or employs a
Family Member as detailed above, the Contractor shall make full disclosure
in writing to Owner of details of the identity and position held by such
employee and no such Family Member shall be in any way connected with
the performance of this Purchase Order without receiving the prior written
consent of Owner.
22.4 Contractor is required to bring the provisions of this Article to the

attention of its employees, subcontractors, representatives, agents
and any person on its behalf that is involved in any manner in the
Procurement Procedure and/or this Agreement and any Order
issued hereunder.
ARTICLE 23 CONFLICT OF INTEREST
Contractor undertakes to avoid any situations of conflict of interest in its

performance of this Agreement and any Order issued thereunder and to
immediately report to Owner any situation which creates or may be
viewed as creating a conflict of interest between Owner and Contractor's
performance of this Agreement and/or any Order issued thereunder.
ARTICLE 24 ILLEGAL ACTS PERFORMED AGAINST OWNER
In the event Owner has reasonable grounds to suspect that Contractor or

any person on its behalf has in the course of the performance of the
Contractor Scope committed:
• Any fraudulent act against Owner; and/or
• Any other illegal act in connection with the provision of the
Contractor Scope to Owner;
then Owner shall be entitled, at Owner 's sole discretion, to cancel this
Agreement and/or any Order issued thereunder, and this in addition to
any other rights and remedies Owner may have under this Agreement
and by law.
ARTICLE 25 NOTICES
All notices required or desired to be given pursuant to this Agreement
shall be in writing and shall be delivered by personal in-hand delivery,
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sent by facsimile transmission or by email or sent prepaid by recognized
delivery service, addressed as follows:
If to Owner
Adam Zilberberg and Ronit Cohen Inbar, Adv.
Telephone No.: 0523995577, 0523996247
Email: ub71i@iec.co.il, adam.zilberberg@iec.co.il
If to Contractor
Attention:
Telephone No.:
Email:
Such notices shall be deemed to have been given when delivered in the
case of in-hand delivery, on the date shown by a facsimile transmission
report or on an email confirmation.
Either Party may modify its address for notices by advance written notice
to the other Party delivered in conformance with Article 25.
ARTICLE 26 CHANGE IN LAW
In the event of a change in law occurring during the Term which was not
known at the time of signing and which directly affects the duties and
obligations of either Party in this Agreement, the affected Party shall be
entitled to request an amendment of the Agreement, whether financial or
otherwise, and the other Party shall give such request reasonable
consideration. In the event the requested change is to a material term of
the Agreement, and the Parties are unable to reach agreement within 60
days of delivery of a properly detailed request for change, or such other
time period as shall be agreed upon, the matter shall be handled under
the provisions of Article 11 (Dispute Resolution).
ARTICLE 27 MANDATORY COMMERCIAL COOPERATION
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The Contractor shall comply with the requirements specified in
___________ “Mandatory Industrial Cooperation”.
ARTICLE 28 GENERAL
28.1 Owner and Contractor are each independent of the other and
nothing in this Agreement is intended or shall be deemed to create a
partnership or joint venture of the Parties.
28.2 Except as specifically provided, the provisions of this Agreement are

for the benefit of the Parties hereto and not for any other or third party.
28.3 This Agreement represents the entire agreement between the

Parties and supersedes all prior or contemporaneous agreements,
understandings, correspondence and offers between the Parties with
respect to the transactions contemplated by this Agreement.
28.4 No modification, amendment, rescission, waiver or other change

shall be binding on either Party unless agreed to in writing by the Parties'
authorized representatives.
28.5 Each Party agrees that it has not relied on, or been induced by, any
representations of the other Party not contained in this Agreement.
28.6 The invalidity in whole or in part of any part of this Agreement shall
not affect the validity of the remainder of this Agreement. Unless
otherwise agreed hereunder, the rights and remedies set forth in this
Agreement are the exclusive rights and remedies of each Party with
respect to this Agreement, its performance or breach.
28.7 The language of this Agreement and all documents including part
supply, repair and inspection reports shall be English.
28.8 Article and Article headings are for convenience and shall not be
given effect in interpretation of this Agreement.
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28.9 The following Articles and Articles shall survive termination of the
Agreement: Article 4 (Termination), Article 22 (Insurance), Article 9
(Warranty), Article 10 (Limitations of Liability), Article 11 (Dispute
Resolution), Article 13 (Confidential Information), Article 15 (Assignment),
Article 18 (IP Rights), Article 17 (Indemnification), Article 26 (Notices),
Article 12 (Governing Law), and Article 29 (General Clauses).
Executed by the Parties as an Agreement:
SIGNED for and on behalf of

The Israel Electric Corporation Ltd.
by:
__________________________________
CEO
____________________________________
CFO
__________________________________
Power & Energy
SIGNED for and on behalf of

__________________
by:
__________________________________
__________________________________
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EXHIBIT 1
SPECIFICATION
(provided separately)
Page: 74 of 92
EXHIBIT 3 ADDITIONAL TERMS FOR SITE SERVICES
1. Working Hours and Days

1.1 The regular working hours and working days of Contractor's
personnel in Israel are:
Eight (8) hours per day, plus an unpaid half (1/2) hour break, five (5)
days per week, Sunday through Thursday.
1.2 In the event that Owner shall require Contractor's personnel to
work in excess of eight and one-half (8 1/2) hours, including the
break, on any given day, or to work any hours on Friday, Saturday
or on any holidays normally observed by Owner 's employees,
Owner shall pay the Contractor for such time at the rate set forth in
Exhibit 2.
1.3 Contractor’s personnel shall not work on Israeli national
holidays observed by Owner and shall not be paid for such days,
unless specifically required to do so by Owner. At Contractor's
request, Owner shall inform Contractor of the relevance of any
holiday observed by Owner.
2. Per Diem Service Rates

2.1 Per diem rates, in accordance with Exhibit 2, shall be based
on and billed per the hours worked only. For the removal of doubt,
no payment shall be made for illness or vacation. Similarly, no
payment shall be made for standby time during which Contractor's
personnel do not work on Fridays, Saturdays and Israeli national
holidays on which Owner personnel do not work.
2.2 Travel time from port of departure to Israel and back may be
billed on a straight 8 hours per day only. Two (2) days to Israel and
two (2) days return will be paid for travel from North America and
the Far East and one (1) day to Israel and one (1) day from Israel
for all other countries.
2.3 Owner shall not pay the Contractor for travel time from hotel to
site and back.
2.4 Owner will not pay “handling fees”, overhead charges,
mobilization or demobilization charges.
3. Expenses
3.1 Economy class flight tickets will be purchased by the. Owner
will reimburse the full cost of those flight tickets.
3.2 Contractor shall be responsible for renting an automobile
during performance of the Services in Israel.
Owner will reimburse Contractor for the car rental in the amount of
70 USD per day (the fuel cost is included in the aforementioned
amount).
In case that more than one specialist performs the Services,
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OWNER will reimburse Contractor for car rental in the amount of 35
USD per specialist per day.
3.3 Hotel accommodation and living expenses shall be invoiced to
Owner per calendar day in respect of such expenses. Owner may
(at Contractor’s request) make hotel reservations for Contractor’s
account.
Owner shall pay for hotel accommodation and living expenses for
each specialist, 200 USD per day.
In addition, the following amounts shall be paid by Owner :
For specialists arriving from the United States and the Far East,
Owner shall pay, for each specialist 400 USD as living expenses for
the travel time to Israel and 400 USD as living expenses for the
travel time from Israel back. For specialists arriving from Europe, the
living expenses as aforesaid shall be 200 USD per specialist.
3.4 Any expenses that are not approved in advance by Owner will
not be reimbursed.
3.5 Receipts for expenses which have been approved in advance
will be reimbursed against the provision of invoices.
4. Service Personnel
4.1 Contractor shall be responsible for the professional suitability

and skill of its personnel.
4.2 Owner shall be entitled to request the Contractor to replace

any of its personnel considered by the Owner to be unsuitable for
any reasonable cause. Transportation of replacement personnel to
Israel including other traveling and living expenses en route and all
baggage charges shall be at the expense of the Contractor.
4.3 To obviate problems of communication related to the work,

Contractor shall ensure that its personnel are fully conversant in
either English or Hebrew. In the absence thereof, the Contractor
shall ensure that the services of a qualified translator are provided
at no charge to Owner.
4.4 All Service personnel sent to Israel will possess a mobile

telephone to facilitate communication with Owner site personnel.
5. Contractor Tools and Use of Owner Equipment and Installations
5.1 All special tools, instruments or apparatus or other property

belonging to Contractor brought into Israel for purposes of performing
the Services intended to be returned to Contractor after completion of
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the Services, shall be imported into Israel accompanied by an Ata Carnet
form. In the event Contractor fails to send the tools etc. with the Ata
Carnet, all costs of customs duties in Israel shall be for Contractor's
account. Such tools, instruments or shall be shipped and delivered by
Contractor at the designated site for performance of the Services DDP
(Incoterms 2010).
5.2 (a)Contractor shall not be entitled to use the equipment or

installations of Owner or to direct or instruct the usage thereof without the
Owner’s express agreement. In the event that Owner agrees to put such
equipment or installations at the disposal of the Contractor, the Contractor
shall be responsible for the care of such equipment and installations, from
the time of their receipt until their return to Owner. If required by Owner in
advance, Contractor shall pay the Owner for the use of services,
equipment and installations provided by Owner at such prices as shall be
mutually agreed between the parties.
(b) In the event of any loss or damage to the Owner 's equipment or
installations, or to any death or injury to persons resulting from the use of
Owner 's installations or equipment, the Contractor shall immediately
notify the Owner thereof in writing.
(c) In the event of damage to Owner 's equipment or injury to persons as
a result of the unreasonable use of the equipment or carelessness of the
Contractor, Contractor shall be responsible for such damage or injury.
(d) All materials (if any) and services supplied to Contractor by Owner
shall be used solely for the purposes of the Services.
(e) Any equipment and materials delivered to Contractor by Owner shall
remain the property of Owner.
General Work Safety Appendix
1. Terms and Definitions

Obstacle:
A situation or an obstruction encountered during a Maintenance Outage on
Site, which may cause damage to the health of a person, or damage to
property or to the vicinity.
2. General
The Contactor undertakes to take all the safety measures that are required in
order to carry out the works and to keep all the instructions of the Ordnance of
Safety at Work, the regulations that were set in accordance with it, The Law of
Organizing the Supervision on Works – 1954 and the regulations that were set in
accordance with it and any instruction or another demand according to any law.
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The Contractor also undertakes to follow all the instructions provided by Owner
on Site in connection with work safety in works.
3. Responsibility
3.1 The contractor or anyone on his behalf is the sole responsible for the matter
of safety and health of his employees.
The company will not be liable to any damage that will be caused to the
contractor's employees and/or his emissaries and/or anyone on his behalf
and/or in his service, arising from an accident or damage, which will be
caused during and as result of carrying out the works.
3.2 The contractor or anyone on his behalf shall conduct recording on the
location of all his employees at any time.
3.3 The company's representative will be allowed to carry out inspections of the
contractor and his employees, in order to verify that the contractor meets
his obligations, which are detailed in this safety appendix, without the said
inspections imposing any liability on the company and without derogating
the contractor's responsibility. The contractor takes upon himself to act in
accordance with instructions of the company's representative / the safety
commissioner on the matter of handling defects that will be found by him,
as much as required.
4. Familiarity with the Work and its Vicinity
The contractor declares that he visited the location of carrying out the works and
its vicinity and inspected the access ways to the location and is aware of the
nature of the work, the risks that are involved in it and the means, which should
be taken, in order to carry out safe work.
The contractor and/or the contractor's representative and/or workers on his
behalf shall not enter places / facilities to which they are not allowed to enter by
the company's representative / the safety commissioner and shall not carry out
tasks that are not connected to carrying out their work.
5. Entrance to the Company's Facilities and Reception of Access Badge
Reception of access badge to the site for the contractor's employee is subject to
the contractor's submitting to the company's representative a copy of a form
signed by the employee, which confirms that t he employee received safety
briefing, as said in Chapter 7 hereinafter.
Any access of the contractor and/or his employees to the company's facilities
shall be accompanied by an entity on behalf of the company, excluding
contractor employees who are posted in the company's sites as routine manner.
6. Training / Certifying Contractor Employees
6.1 The contractor shall carry out the works only with professional worker, with
appropriate training and high proficiency, who hold all the certifications and
licenses that are required by any law, for carrying out their work. The
contractor shall be responsible to verify that all his employees are health
wise qualified, as required by any law, for carrying out their work.
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The contractor shall, as part of his responsibility, verify that worker, who use
special medical equipment (such as pacer-maker, electronic or
ferromagnetic devices and similar devices) shall not be employed in the
vicinity of electric facilities, which may cause interruption to their correct
operation, in accordance with the instructions of any law.
6.2 The contractor shall present, upon demand of the company's representative
/ the safety commissioner, the list of all his employees, any license,
certificate and all the rest that belongs to him or to his employees.
6.3 The contractor shall not employ workers who are not his employees, but
according to a written permission of the company's representative.
7. Safety Training
7.1 The contractor and/or the contractor's representative takes upon himself to
arrive at the site, prior to commencing the works, to receive safety training
on the matter of the risks in the premises in which the works will be carried
out by his employees. This training will be given by the company's
representative / the safety commissioner at least once a year.
7.2 The contractor and/or the contractor's representative shall sign on the
reception of the safety training at the company's representative / the safety
commissioner.
7.3 The contractor shall take care to train his employees, who carry out works
for the company (whether in the company's premises or outside the
company's premises) and to give them all the information on the matter of
the risks existing in the premises in which the employees will be employed
and also updated instructions for safe using, operating and maintaining of
equipment, materials and work processes in the location, in accordance
with his duty in accordance with the regulations of the Organization of
Supervision of the Work (providing information and training of workers) –
1999 and any other instruction or demand in accordance with any law. The
contractor shall also verify that each employee understood the risks and is
familiar enough with the issues of the training, according to his role and the
risks to which he is exposed. In the framework of this obligation of the
contractor, the contractor shall, among others:
7.3.1 To carry out trainings of the employees by the contractor's
representative, prior to commencing carrying out the works and at
least once a year, in a language that the employees understand.
7.3.2 To verify and to declare that the training was given by a holder of any
certification that is required in order to brief the employees.
7.3.3 To sing each contractor's employee, who was trained, on a form that
testifies that the employee received safety training and understands
the contents of the training. Copies of the forms shall be submitted to
the contract manager or his representative and/or the company's
safety commissioner (see attached a form of declaration on
reception of training in Appendix 1).
7.3.4 To train each new contractor's employee who will be employed in
carrying out the works or any contractor's employee that his
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employment or work station was changed and to report the said
training to the company's representative.
7.3.5 To pass to the employees a written essence of information, on the
issue of risks in the work in which the employees will be employed
and also any written essence that will be given to him by the
company's representative, on the issue of risks in the work place and
to verify that the contents of the essence of information as said will
be passed to the employee in a language he understands, if the
employee is not familiar with the languages in which the essence
was given.
7.4 An employee shall not be employed in a work place, unless he received
safety training, as detailed in the instructions of this clause.
7.5 Every day, before commencing the work:
7.5.1 The contractor's representative will be briefed on the risks in the
location in which that day's work will be carried out, company's
representative / the safety commissioner, except cases of works that
are carried out the company' premises.
7.5.2 The contractor's representative shall carry out safety training to his
employees, in accordance with the work that they will carry out and
the location of the employees' work and shall confirm, in writing, in
the work log carrying out this training.
8. Preparation of Safety Management Plan
The contractor shall submit to the company's representative / the safety
commissioner, prior to commencing the works, a plan of management of safety,
in accordance and subject to the regulations of the Organization of Supervision
of the Work (Plan of Management of the safety)) – 2013 (including the chapter of
risk management, in respect to all the works that will be carried out by the
contractor). The plan shall be updated in accordance with the works that will be
carried out by the contractor.
9. Supply of Personal Protective Equipment, Equipment, Machines, Materials
and Tools, including Storing
9.1 The contractor takes upon himself to supply to all his employees tools,
personal protective equipment and rescue means, in accordance with the
regulations of safety at work (such as: work clothes, standard work shoes,
boots, all types of gloves, glowing vest, hearing protection, protective
goggles, protective helmet, breathing protection, protective equipment for
works at height, protective equipment for work in surrounded location,
including air monitoring appliance, etc.) which are fit for carrying out the
works and in accordance with the specified in the contract / specifications
and/or as will be requested by the company's representative.
9.2 No work will be carried out without the personal protective equipment /
tools/ materials/ machines that fit the type of work.
9.3 The contractor takes upon himself to keep inventory of personal protective
equipment, as required for the matter of carrying out the works. Items of
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personal protective equipment and/or tools will not be supplied to the
contractor by the company. The contractor's usage of the company's
equipment / tools shall be done only after receiving the explicit written
consent of the company.
9.4 The contractor takes upon himself that the personal protective equipment,
the equipment, machines, vehicles, materials and tools that he will supply to
his employees shall be serviceable, standard and shall pass periodic
inspections as required, in accordance with the manufacturer's instructions,
the acceptable professional rules and in accordance with the required by
any law and circumstances of the work.
9.5 The contractor shall care that the equipment, tools, the materials and the
waste shall be concentrated in the place that was assigned for this in the
work site and shall be placed in a manner and location that shall prevent
any possible obstacle or damage to persons or property.
9.6 The contractor shall take care that of the mechanical – engineering
equipment, vehicles, lifting machines, lifting accessories, etc. shall be
serviceable and shall have valid inspection survey and/or valid license, as
required by any law.
9.7 The contractor takes upon himself that every operator of mechanical –
engineering equipment, operator of lifting machine and anyone who drives
another vehicle shall have the required certification and valid license, as
required by any law.
9.8 The contractor shall supervise the fitness and adaptation of the equipment
at all the time of carrying out the work and shall present the inspection
certificates to the company's representative.
9.9 In the case the contractor carries or transports food, the contractor shall
present the required certifications for the vehicles that are allowed to
carrying and transport food.
9.10 The company shall have the right to inspect, at any time, the safety of the
contractor's equipment and/or oblige the contractor to present to the
company any license, certificate and any other permit of equipment,
machines, materials and tools that the contractor uses for carrying out the
works, without this inspection imposing any liability on the company and
without derogating the responsibility of the contractor.
9.11 Storing of materials, including hazardous materials, shall be done by the
contractor and under his responsibility and will be coordinated with the
company's representative. Separation of materials and adequate marking
shall be adhered to, as required in accordance with any law and the
instructions of the company's representative.
10. Electric Works and/or Works in which there is Hazard of Electrification
14.1 Electric works shall be carried out by a licensed electrician with adequate
license in accordance with The Law of Electricity – 1954 and its regulations.
14.2 Repair of electric tools and electric equipment shall be done by a certified
electrician.
Page: 81 of 92
14.3 The contractor takes upon itself to verify that all the electric portable and
handheld tools and electricity panels shall be serviceable and standard and
shall meet all the requirements of The Law of Electricity – 1954 and its
regulations, including the requirements on the matter of double insulation, in
accordance with the Regulations of Safety at Work (Electricity) -1990.
14.4 Disconnection of the electrical power, connection / returning the electrical
power, connection to electrical power source, disconnecting / connecting of
electrical appliances, shall be done only at the knowledge and approval of
the company's representative or the maintenance worker, who is
responsible at the place.
14.5 The contractor shall verify, prior to commencing the work, that the work
vicinity, in which he intends to work, is dry and "clean" of exposed leads.
14.6 Any portable tool shall be connected to a panel in which there is a
protective leakage switch, whether the panel is permanent or movable.
14.7 In installation works the contractor shall keep the continuity of the grounding
by bridging.
14.8 The contractor shall verify that all his employees keep safety distances from
live, exposed leads, in accordance with The Regulations of Safety at Work
(Works at Height) – 2007, or in accordance with The Law of Electricity –
1954.
14.9 If work, at distances smaller than the said in clause 14.8 above, is required,
the contractor shall ask the company's representative to disconnect the
leads from the voltage sources. In such case, the work shall be carried out
under constant supervision of the company's representative, who will be
present in the place at any time the work is carried out.
14.10 In places in which there is suspicion that electrical cables exist and/or
hazardous proximity to live leads, the contractor shall work only under the
constant supervision of the company's representative, who will be present
in the place at any time the work is carried out.
14.11 The presence of the company's representative, as said, shall not
derogate the contractor's responsibility to the safety of the workers and the
facilities and he shall take all the means to meet the required safety
conditions.
14.12 During carrying out the works, if the contractor is faced with electric
facility / cables, or any other thing, the contractor shall stop the works and
shall report to the company's representative, in order to receive instructions
for continuing the work. In such case, the company is entitled to carry out
the works, or part of them, by itself or by its proxy and the contractor shall
cooperate and shall not have any financial demands in this connection.
14.13 Work or movement in the vicinity of electricity lines or on electricity
rooms structures, shall be carried out such that hazardous proximity or
close approach to live leads or pillars, including their equipment,
foundations, or anchors, shall be avoided.
Page: 82 of 92
14.14 The ground surface in the vicinity of electricity pillars, their foundations
and anchors and under electricity wires shall not be changed, unless it was
approved in writing by the company.
11. Works at Height
In case in which work that is defined as work at heights, in accordance with the
Regulations of Safety at Work (Work at Heights) - 2007, the contractor shall take
safety means, as required by the regulations.
The contractor takes upon himself to carry out the work in accordance with the
regulations of work at heights and also not to employ a worker in work at heights,
who does not have valid qualification, as required by any law. The contractor
takes upon himself to present to the company's representative valid qualifications
of his employees, who are intended to work at heights, upon the company's
representative demand. The contractor takes upon himself to follow up the
validity of the qualification of his employees for work at heights and to carry out
refreshment training to his employees, in accordance with the regulations. Work
in sliding shall be carried out only if it was found that this is the necessary and
safe method to carry out the work and there is no permanent facility / system to
carry it out. If carrying out the work by the sliding method is decided, the work
shall be carried out in accordance with The Regulations of Safety at Work (Work
at Heights).
12. Work in Surrounded Location
In cases in which work is carried out in a surrounded location, as defined in the
Ordnance of Safety at Work, the regulations that were set according to it and the
company's safety instructions – prior to carrying out the work, the contractor's
representative shall have to pass dedicated safety training for work is surrounded
location. The contractor shall train all his employees in work at surrounded
location.
An employee shall not be employed in a surrounded location, unless he passed
dedicated training.
The contractor or the foreman / head of group on his behalf, shall not commence
the work in a surrounded location before receiving the company's representative
approval.
13. Work with Exposed Fire
In cases in which works such as: heating, cutting, welding, sharpening and any
other action, which causes creation of fire sparks, or exposed fire, the contractor
shall take all the means to prevent the spreading of the fire / explosion, including
keeping available fire extinguishing means, distancing and/or neutralizing of
flammable materials, partitioning, etc.
Notwithstanding the said above, the contractor shall carry out the works in
accordance with and subject to the instructions of carrying out works with
exposed fire by the company's contractors.
Page: 83 of 92
14. Work with Hazardous Materials and Handling and Removal of Hazardous
Waste
In this Clause:
• Hazardous Material (HAZMAT)
Any material that may cause damage to person, vicinity or property, having
one of the following characteristics: explosive, ignitable, corrosive,
oxidizing, poisonous, reactive, radioactive, compressed gas, etc.
• Hazardous Waste
Any kind of material, which contains hazardous material, which is removed
or intended to be removed, or should be removed according to the ruling of
the general manager of the Ministry of Ecology.
18.1 In cases of work with hazardous materials, the work shall be carried out by
the contractor in accordance with The Regulations of Safety at Work and
subject to the instruction of the safety sheet, as defined in the Regulations
of Safety at Work (Safety Sheet, Classification, Packing, Labeling and
Marking of Packages) – 1998 (hereinafter: "The Safety Sheet") of the
material. The contractor shall verify that all his employees and/or anyone on
his behalf, who use various materials in the framework of carrying out the
works, shall operate in accordance with the instructions of the materials'
safety sheets.
18.2 The contractor shall report to the company's representative any HAZMAT
that is inserted into the company's site, in order to obtain a written approval,
prior to inserting them and also prior to carrying activities on-site, which
may cause the creation of HAZMAT.
The contractor takes upon himself to submit to the company's
representative safety sheets of materials he uses, prior to commencing the
work. The contractor shall not bring HAZMAT to the company's sites /
power stations and shall not use it without the approval of the commissioner
of poisons in the site / power station.
18.3 Handling of HAZMAT or hazardous waste and/or removing them from the
company's premises shall be carried out by the contractor in accordance
with any law, the company's procedures and the instructions of the
company's representative / the safety commissioner.
18.4 The transporting vehicles of the various kinds of HAZMAT / hazardous
waste shall have all the licenses and permits that are required by any law.
18.5 Removal of the various kinds of HAZMAT / hazardous waste shall be to a
certified site (if required by any law). Upon completion of the removal, the
contractor shall present to the company's representative the certifications of
removing the HAZMAT / hazardous waste to the certified site.
18.6 The contractor is prohibited of using any material, which is prohibited to be
used in accordance with any law, such as: asbestos.
15. Appointing a Safety Commissioner
Page: 84 of 92
19.1 In any case in which the number of the contractor's employees exceeds 50,
the contractor shall take upon himself to appoint, prior to commencing the
works, a safety commissioner, with qualification certificate, in accordance
with the conditions and instructions of The Regulations of Organization of
Supervision of the Work (Safety Commissioners) – 1996 (hereinafter in this
clause: "The Regulations").
19.2 The contractor takes upon himself to present to the regional work
supervisor on behalf of The Ministry of Economy, on the form that is
intended for this, a notice with the name of the safety commissioner and to
send a copy of the notice to the company's representative.
19.3 The safety commissioner on behalf of the contractor shall act to maintain
the plan of safety management for the contractor and shall operate in
accordance with the instructions of the regulations.
19.4 The safety commissioner on behalf of the contractor shall prepare a
monthly report, in which the actions he took for raising the level of safety
and prevention of risks in the works shall be recorded and also any
additional report that shall be demanded by the company on the issues of
safety and health. The said report shall be submitted to the company's
representative upon demand.
16. Investigation and Reporting Safety Events
22.1 The contractor shall report immediately, in writing, to the company's
representative and to the various authorities, as obliged by any law, any
case of an accident as result of which a bodily damage was caused to a
worker and/or to third party and/or to property. Or case of "Almost Accident"
(hereinafter: "Safety Event").
22.2 Any safety event shall be investigated and inspected by the contractor
and/or entities on his behalf, to review the factors that caused the
occurrence of the event and in order to take conclusions and steps to
prevent repetition of similar events in the future.
22.3 Any investigation of a safety event shall be summarized and documented in
a written report, which shall be submitted to the company's representative /
the safety commissioner.
22.4 Any information to external entities on the progress of the investigation,
conclusions, results, etc. shall be submitted only by the authorized entities
on behalf of the company.
Notwithstanding the said above, as much as the company will investigate
the safety event on its own, the contractor shall cooperate with the
company as much as required, in order to carry out the inspection.
17. Providing First Aid

The contractor shall keep in the works site a first aid kit and any other medical
equipment that is required according to the essence of the work and shall care to
provide medical treatment services and first aid to his employees according to
the needs and in accordance with the instructions of any law.
Page: 85 of 92
In the case, in which during carrying out the work and/or providing service, the
evacuation of one of the contractor's employees by, ambulance, to receive
medical services is needed, the contractor shall assign one of his employees to
accompany and stay with the evacuated employee until he is hospitalized, or
until a family member / relative arrives, or until the employee is discharged.
18. The Contractor's Declaration
I, the undersigned, hereby declare that I have read and understood the contents
of the safety appendix and that I take upon myself to work according to it and in
accordance with the instructions of any law.
__________________ ___________________ ___________

Name of the contractor Contractor's Signature Date
Page: 86 of 92
EXIBIT 4-1
FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
PERFORMANCE OF CONTRACT
See Equipment Supply Contract
Page: 87 of 92
EXHIBIT 4-2
FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
DOWN PAYMENT
Page: 88 of 92
EXHIBIT 4-3
LIST OF POTENTIAL GUARANTEE PROVIDERS
Page: 89 of 92
EXHIBIT 5
MANDATORY INDUSTRIAL COOPERATION
Page: 90 of 92
Form 1
(Filled in after pre-Outage meeting)
Page: 91 of 92
FORM2
CERTIFICATE OF END OF OUTAGE
Subject: ________ (insert name of power station + unit no.)

The Israel Electric Corporation Ltd. hereby certify that the (describe
type of Planned Maintenance Outage) for Unit (___) was
completed on _________ so that Contractor may receive payment
in accordance with Article 6.2.2 of the LTSA (or: subject to the
following items which required completion by no later than
____________:
1. ___________________
2. ___________________)
___________________________
______________________
The Israel Electric Corporation Ltd. DATE
Contractor’s acknowledgment:
___________________________
______________________
DATE
Page: 92 of 92
Exhibit 6
Generic Contractor Scope

for Planned Maintenance
Outages and Division of
Responsibility ( Example)
Exhibit 6 - Generic Contractor Scope for Planned
Maintenance Outages and Division of Responsibility
EXAMPLE
1. Gas Turbine
1. Minor Inspection
2. Hot Gas Path Inspection
3. Major
Equipment Activity (Maintenance activities are related to contractual scope and related equipment.) 1. 2. 3.
Activities …………………
Compressor
Casing Activities …………………
Bearing Activities …………………
Turbine
Casing Activities …………………
Bearing Activities …………………
Rotor
Compresspor Activities …………………
Blades.
Turbine Blades Activities …………………
Couplings Activities …………………
Turning Device
Combustion System
Burner
Commissioning
Contractor- Owner Scopes of Work and Division of Responsibility for

Gas Turbine
2. Steam Turbine
1. Minor Inspection
2. Medium
3. Major
Acoustic Enclosure
HP Turbine Section
IP/LP Turbine Section

Bearing pedestal
HP - IP/LP turbine section,

Clutch
Oil Supply System

Main Steam / IP Steam / Bypass Stop / Control Valve (steam side)

Condenser
Steam Lines
Control oil system

Commissioning

Steam Turbine
Participant to supply diagram of

Steam Turbine in format of diagram
above for Gas Turbine
3.Generator
1. Minor Inspection
2. Medium
3. Major
Stator
Rotor
Cooler
Bearings
Exciter
system
Other
equipment
Generator
Participant to supply diagram of

Generator in format of diagram
above for Gas Turbine
Exhibit 7
Resident Engineer
Exhibit 7 – Optional Resident Engineer Services
The following are the on-site resident engineer services provided by

Contractor:
1. Coordinate with Owner scheduled and unscheduled outages for

the covered units.
2. Provide recommendations for day-to-day preventive, predictive

and corrective routine maintenance of the Combustion Turbine,
Combustion Turbine auxiliaries, steam turbine, steam turbine
auxiliaries, generator, generator auxiliaries,
3. Provide annual recommendations for replacement of Spare Parts

in addition to Scheduled Outage Plan.
4. Provide technical review of on site maintenance procedures and

activities and assist regarding warranty claims.
5. Arrange for periodic fuel testing and evaluation.
Owner shall have the right to reject a Contractor's Resident Engineer for
a good reason. Said rejection shall be handed by Owner to Contractor
in written form and shall contain detailed information to justify such a
rejection.
The Resident Engineer shall be responsible for all covered units.

Exhibit 8
Diagnostic &
Monitoring (optional)
Exhibit 8
Diagnostic and Monitoring Services-OPTIONAL
1) As part of the Contract, Contractor will supply remote Diagnostic and Monitoring
Services to three Covered Unit(s)
2) As part of the Monitoring System, Contractor or one of its Affiliates will place On-
Site Monitors (“OSM”) on, and/or connect an OSM to, Site equipment and/or
systems. The OSM will be connected by a secured network line to a Contractor
D&M Center or such other monitoring facility, as may from time to time be
established by Contractor or one of its affiliates.
3) Contractor shall use reasonable efforts to protect the security of the data transmitted
through the Monitoring System. Data Security is concentrated in the following areas:
a) Network Security
b) Internal Contractor Security (Prohibited access)
c) Internet/Intranet
d) Application Security/Database Security/Reporting
e) Physical Security
4) Owner will be trained to be able to access and utilize the data of D&M System.
5) The OSM consists of the following components, or substitute components, as the

same may be updated, modified, omitted or replaced from time to time, to be installed
at the Site:
a) One Monitoring Computer System, including without limitation CPU, Monitor,

Keyboard, Trackball, etc.
b) One secured network connection per computer system to provide remote access.
c) The required interconnection devices such as short haul modem pairs, etc.
d) The software package and configuration to collect and monitor data from the unit
control system and other specified devices.
e) An external backup device; and
f) Appropriate interface to unit equipment will be provided as necessary.
6) The following conditions shall apply to the OSM, referred to hereafter as “D&M
System” and shall be read in conjunction with the relevant provisions of the
Agreement so as to further restrict or limit Contractor’s liability, if any, thereunder:
7) Provision, use and ownership of Information:

a) Contractor assumes no greater or lesser liability than it has under the terms of the
Agreement as a result of the application of the D&M System to the Covered
Unit(s) and Site. Further, Contractor shall not be responsible, whether in contract,
warranty, tort (including negligence), strict liability or otherwise for failing to
monitor the D&M System or failing to notify Owner of abnormalities.
b) Contractor shall have a perpetual worldwide royalty free right and license to use
data collected through the D&M System. All data collected shall be considered
Confidential and Proprietary Information under the Contract, in accordance with
Article ///////.
c) Title to the D&M System hardware and software is proprietary and shall remain
with Contractor or its affiliates. Contractor does not sell or license the D&M
System, and does not grant any ownership or license interest in the D&M System
to Owner by virtue of this use or the Agreement. Owner acknowledges that, in
addition to Contractor-owned software, the D&M System contains certain third
party software, which Contractor either owns or is licensed to use and that
Contractor does not extend any license to any such software to Owner. Owner
agrees not to alter the hardware, software, connections or configuration of the
D&M System or its connection to the data stream, and will not add tags, links to
other devices or systems or otherwise change the D&M System setup, functioning
and configuration, or connectivity.
d) The Contractor assumes no liability whatsoever for any action, or inaction, which
Owner elects to take or not take as a result of viewing any data, reports or other
information provided by the D&M System.
e) In the event that Owner uses, accesses or alters any data, displays, information,
software or hardware, or otherwise acts in violation of the conditions herein,
including unauthorized use of any third party software, Contractor and the third
party software provider(s) shall have the right to recover damages from Owner
and Owner shall indemnify and hold harmless Contractor from all claims, losses,
damages, judgments, expenses, including attorneys’ fees and litigation expenses,
arising out of or related to any such violation of these conditions by Owner.
Owner further understands and acknowledges that third party software providers
may be able to assert certain other property rights, such as copyright rights, on
their own behalf.
f) Contractor shall have a right to access the D&M System and their connections at
all reasonable times.
g) Owner will ensure that each of their employees and agents who may come in
contact with the D&M System is made aware of the Owner commitments
described herein, and abides by them.
8) Provision, use and ownership of Equipment:

a) The D&M System equipment that will be placed on or connected to Site
equipment and/or systems is passive and will not interfere with the operation of
that equipment, however, the OSM is not passive when performing remote tuning
which can only be performed under Owner’s permission and with Owner’s
coordination.
b) Contractor shall provide the Owner, as requested, a current complete listing of all
data points provided to the Contractor by the OSM with a brief description of
each point at the time of install, including all data points provided to the OSM
from the Owner’s DCS. Contractor may connect to additional data points to
accommodate any upgrades in technology or to support the agreement as required,
in its discretion.
c) Owner agrees not to attempt to access any data, displays, information, software or
other parts or functions of the D&M System that have not been specifically made
available to it by Contractor, whether or not protected or restricted.
d) Owner agrees not to disassemble, reverse engineer, reverse assemble, de-compile
or otherwise attempt to derive the source code of the D&M System software,
including third party software.
e) Contractor shall pay for and provide secured network lines available for
connection to the D&M System, with each such secure network line assigned
specifically for use of the Monitoring System, respectively. These secure network
lines, shall not be used by Owner or others for any other communications or
purpose. The secure network line shall be and remain continuously connected to
the D&M System. Owner shall not connect, or allow to be connected, to the
D&M System any other network line. Owner shall not initiate or allow any
remote access to the D&M System, whether through the assigned secure network
line or otherwise, or allow others to do so.
f) Owner does not have any right or responsibility to maintain or repair the D&M
System.
g) Contractor will provide instruction to Owner’s personnel concerning any D&M
System features to which Owner will have access.
h) Owner shall supply and maintain an electric power source for the D&M System.
i) Although the D&M System programs are to support Contractor’s obligations
under the Agreement, and the D&M System will be removed at the conclusion of
that program, the date of removal shall have no bearing on determining the Term
specified in the Agreement. At the end of the Agreement Term, Contractor shall
provide Owner with a proposal, including the fee arrangement, to allow Owner to
continue using Power Smarts or other D&M System.

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Contract Package 2

1. Information Required from Bidders – Stage 1

2. Exhibit 1 - Orot Rabin H Units LTSA Specification

2.1 Exhibit 1A - Program Parts List

2.2 Exhibit 1C - Planned Maintenance Forecast

2.3 Exhibit 1D - Fuel Specification

2.4 Exhibit 1E - Division of Responsibilities

2.5 Exhibit 1F - Program Management Services Description

2.6 Exhibit 1I - Required Personnel for Scheduled Inspections

2.7 Exhibit 1J - Outage Services Responsibilities

2.8 Exhibit 1K - Field Service Categories

3. LTSA Draft Contract

4. Exhibit 6 - Generic Contractor Scope for Planned Maintenance

5. Exhibit 7 - Resident Engineer

6. Exhibit 8 - diagnostic and monitoring

Instructions Regarding Information Required for Stage 1 – Long Term Service

Exhibit 1, Article 4.1 - all tables.

Exhibit 1-A and add full list for GT rotor,

Exhibit 1-I - table 1-82 and add or delete functions as relevant.

Exhibit 6 - fill in activities performed by bidder (as contractor) in each type

The Israel Electric Corporation Ltd .‫חברת החשמל לישראל בע"מ‬

Subject: Long Term Service Agreement

1. Owner: The Israel Electric Corporation Ltd.

3. Name and Location of the Covered Units:

4. Planned Outage Scope

4.1. Planned Outages Scope

The Israel Electric Corporation Ltd .‫חברת החשמל לישראל בע"מ‬

5. General Unit Description.

5.1. GT Equipment Data:

o single shaft H type 50Hz

5.2. Projected Maintenance Forecast

The Israel Electric Corporation Ltd .‫חברת החשמל לישראל בע"מ‬

6.2. Additional Contractor Scope

6.2.1. Supply the following services: back office engineering

The Israel Electric Corporation Ltd .‫חברת החשמל לישראל בע"מ‬

6.3. Owner Scope.

The Israel Electric Corporation Ltd .‫חברת החשמל לישראל בע"מ‬

Program Parts List

Types of Program Parts Replace Interval as a Life Time (EOH)

MI MI HGPI MI MI HGPI MI MI MAJOR

MI – Minor Inspection according to Exhibit 6

Typical total Sulfur values are up to 1 ppmv.

No Description of Responsibilities for Field Service Activities on Gas Turbines

02 Re-commissioning and if necessary on-site-balancing x

07 Provide normal tool set for workforce x

14 Electrical isolations including the disconnection, removal and re-connection of instrumentation

17 Site Safety and Security Plan x

The home office-based program manager will:

8. Possess and maintain comprehensive understanding of maintenance requirements.

11. Communicate to Owner’s designated representative technical bulletin updates as published.

Required Personnel for

Table 1 - Seller Personnel

Table – 2 Buyer Personnel

Table 2 Site infrastructure

Table 3 Consumables & expendable materials

Field Service categories – for extra works

1.1 Description of Specialists - General All Components Category

1.2 Description of Specialists - Mechanical Part GT Category

1.3 Description of Specialists - Generator Category

1.4 Description of Specialists – Steam Turbine

Category Unit of measure Unit price in €/$ week Friday

The rates are calculated on a 9 working hours basis.

for One (1) H Type Single Shaft Combined Cycle Unit

The Israel Electric Corporation Ltd.

Dated as of _ ________, _