Annex "D" (Consideration and Terms of Payment) - Post Publication Revision (1) (08.12.2022)

Tender No.
478/2021
For the Management of (each of) the Tel Aviv Metropolitan Metro Lines
Volume 2 (Agreement) - Annex “D” (Consideration and Terms of Payment)
Post Publication Revision [1]
Annex “D” (Consideration and Terms of Payment)
1. General
1.1. The Line Manager’s entitlement to payment pursuant to this Annex “D”
(Consideration and Terms of Payment) is subject always to the provisions hereof and
to all other applicable provisions of the Agreement.
1.2. The amounts payable to the Line Manager pursuant to this Annex “D” (Consideration
and Terms of Payments) shall cover and include any and all remuneration,
consideration and compensation payable in connection with the Services and the
Agreement and no other, further or additional amounts whatsoever shall be payable in
connection therewith unless expressly stated otherwise herein or in the Agreement.
1.3. Without derogating from the foregoing:
1.3.1. The amounts payable to the Line Manager pursuant to this Annex “D”
(Consideration and Terms of Payments) shall:
1.3.1.1. Cover and include any and all direct and indirect taxes (including
value added tax), withholdings, duties, charges, fees, levies and
other compulsory payments and dues; and
1.3.1.2. Cover and include reimbursement to the Line Manager for any
and all costs, expenses and disbursements incurred or to be
incurred by the Line Manager and/or the Line Manager’s Staff in
connection with the Services and the Agreement, including (inter
alia) salaries, wages, flights, transportation, visits to the State of
Israel, temporary presence in the State of Israel, relocation to the
State of Israel, accommodation, housing, subsistence, visas,
working permits, taxes, social insurance and benefits and all other
amounts payable pursuant to applicable laws (including
applicable Laws), education, licensing, qualification and training
(including with respect to the use of “Building Information
Modeling” (“BIM”)), Subcontracting, purchasing, hiring and
renting of goods, materials, equipment, tools and systems, etc.;
and
1.3.1.3. Cover and include any and all overheads, profits and other
amounts in connection with the execution and implementation of
the Agreement and in connection with the provision and
performance of the Services; and
1.3.1.4. Constitute the fixed, final and all-inclusive consideration for the
execution and implementation of the Agreement and for the
provision and performance of the Services, including the
engagement with and employment of any and all Line Manager’s
Staff in connection therewith and also including any Advance
Payment; and
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1.3.2. The Line Manager shall not be entitled to any other, further or additional
payment, reimbursement, remuneration, consideration, compensation,
remedy or recourse due to or as a result of any change of or to any law
(including the Law) whatsoever.
1.4. Currency of Payment. Any and all amounts and payments under or pursuant to the
Agreement, including this Annex “D” (Consideration and Terms of Payments), shall
be payable in NIS only.
1.5. NTA’s General Discretions. With respect to any partly completed milestone(s) or any
partly completed Services, NTA may pay the Line Manager a partial payment,
corresponding to the relative progress made in completion of the applicable
milestone(s) or Services. Any and all decisions whether to make any such partial
payment(s) (if any), as well as any and all terms, conditions and procedures with
respect to any such partial payments(s) (if any), shall all be at NTA’s sole discretion.
However, no such partial payment (if any) shall exceed an amount equal to fifty
percent (50%) of the original amount payable with respect to the applicable
milestone(s) or Services.
1.6. If any of the Line Manager’s Staff is: (i) not involved or engaged in the rendering of
the Services in accordance with the Agreement;, or is otherwise(ii) not performing or
fulfilling his/her role and duties in the Project in accordance with the Agreement; or
(iii) not mobilized as required pursuant to the Agreement; or (iv) not fully (only
partially) mobilized as required pursuant to the Agreement; or (v) not present in the
State of Israel as required pursuant to the Agreement or absent from the State of Israel
contrary to the requirement of the Agreement, then in any or all of those cases the
consideration payable to the Line Manager shall, at NTA’s sole discretion, be reduced
accordingly, by an amount commensurate with the position(s)/rank(s) of the relevant
individual(s) and the period(s)/duration(s) of his/her absence or default (as applicable)
and with reference to the respective monthly rates stipulated in the Schedule of Rates.
1.7. Metro Line Reference Schedule. “Metro Line Reference Schedule” shall mean the
schedule and durations set forth in Schedule 5 (Metro Line Reference Schedule) and
Schedule 5A (Metro Line Reference Schedule – Scheduled Maximum Durations)
hereto (updated versions of which will be provided to the Line Manager in accordance
with Section 1.4 (Description of the Tender Process and Anticipated Schedule) of the
ITB).
2. Consideration for Core Management Services (Category A)
2.1. In consideration for the provision and performance of the Core Management Services
(Category A), the Line Manager shall be entitled to payment of: (i) the Initial Core
Management Lumpsum (as defined below); and (ii) the Sub-Period Core Management
Lumpsums (as defined below), each as set forth herein below.
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Initial Core Management Lumpsum:
2.2. For purposes hereof, “Initial Core Management Lumpsum” shall mean the Annual
Core Management Services Price (ACMSP) (as calculated and determined pursuant to
Tender Form “18” – Price Proposal) multiplied by the applicable maximum duration
of the Development Phase, in years, specified in the Metro Line Reference Schedule.
2.3. Core Management Monthly Retainer. Without derogating from clause 2.5 (Payment
upon Completion of All Milestones) below, an amount equal to forty percent (40%) of
the Initial Core Management Lumpsum will be paid as a monthly retainer, in equal
monthly installments (each, a “Core Management Monthly Retainer”), as follows:
2.3.1. The amount of each Core Management Monthly Retainer shall be equal to:
(i) forty percent (40%) of the Initial Core Management Lumpsum (i.e., the
total amount allocated to the Core Management Monthly Retainers); divided
by (ii) the number of calendar months comprising the scheduled maximum
duration of the Development Phase as stipulated in the Metro Line Reference
Schedule; and
2.3.2. The Line Manager’s entitlement to payment of the Core Management

Monthly Retainer shall commence as of the end of the first calendar month
following the Payment Commencement Date; and
2.3.3. Payment of the Core Management Monthly Retainer shall cease upon the
earlier to occur of the following: (i) exhaustion of the total amount allocated
to the Core Management Monthly Retainers (even if such occurs prior to the
scheduled end of the Development Phase as stipulated in the Metro Line
Reference Schedule); or (ii) the scheduled end of the Development Phase as
stipulated in the Metro Line Reference Schedule (even if such occurs prior to
the exhaustion of the total amount allocated to the Core Management Monthly
Retainers), whereafter the Line Manager shall not be entitled to any other,
further or additional Core Management Monthly Retainer payments,
regardless of whether or not the Development Phase has actually ended.
2.4. Core Management Milestone Payments. The other sixty percent (60%) of the Initial
Core Management Lumpsum will be paid following the successful achievement of the
applicable milestones set forth in Schedule 1 (Core Management Payment
Milestones) hereto and in accordance with the respective percentages and
apportionments set forth therein (each, a “Core Management Milestone Payment”).
2.5. Payment upon Completion of All Milestones. If all milestones set forth in Schedule
1 (Core Management Payment Milestones) hereto are successfully achieved prior to
the scheduled end of the Development Phase as stipulated in the Metro Line Reference
Schedule, then following the successful achievement of all such milestones the Line
Manager will be paid the remaining balance (if any) of the Initial Core Management
Lumpsum (i.e., the total Initial Core Management Lumpsum less the aggregate of all
Core Management Monthly Retainers and all Core Management Milestone Payments
already paid to the Line Manager) (even if such successful achievement occurs prior
to the exhaustion of the total amount allocated to the Core Management Monthly
Retainers).
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2.6. Reduction of Payments. (i) With respect to the members of the Central Core
Management Team as listed in the Organization Resources Schedule, as of and at any
time following the scheduled end of the second third year of the Development Phase
as stipulated in the Metro Line Reference Schedule (i.e., as of and at any time
following the end of twenty-fourthirty (3024) months after the Effective Date); and (ii)
with respect to any other members of the Core Management Team, as of and at any
time following the scheduled end of the second year of the Development Phase as
stipulated in the Metro Line Reference Schedule (i.e., as of and at any time following
the end of twenty-four (24) months after the Effective Date), NTA may instruct the
Line Manager to reduce the number of members and/or functions of the Core
Management Team upon one (1) month’s prior notice to that effect. NTA shall be
entitled to do so at its sole discretion. The foregoing is in addition to and does not
derogate from NTA’s right and prerogatives under the Agreement to reduce the scope
of the Services.
2.7. If NTA instructs the Line Manager to reduce the number of members and/or functions
of the Core Management Team as aforesaid, the Initial Core Management Lumpsum
shall be reduced by reference to the members and functions so reduced, by an amount
equal to the aggregate of: (i) the respective monthly rates stipulated in the Schedule of
Rates applicable to the respective positions/ranks stipulated in the Organization
Resources Schedule, or if the respective positions/ranks are not stipulated in the
Organization Resources Schedule, then the respective positions/ranks applicable to the
function(s) so reduced; multiplied by (ii) the number of months remaining until the
scheduled end of the Development Phase as stipulated in the Metro Line Reference
Schedule (the “Amount of the Reduction”). The following numeric example is
provided for illustration purposes only:
Reduction of Payments – Example Only
Grade (based on Schedule of Rates) L5
Monthly Rate (based on Schedule of Rates) 20,000 NIS
Development Phase remaining duration 24 Months
Total Amount of the Reduction 480,000 NIS
2.8. NTA may, at its sole discretion, set off the Amount of the Reduction from any one or
more subsequent Development Phase Core Management Monthly Retainer(s) and/or
Development Phase Core Management Milestone Payment(s).
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Sub-Period Core Management Lumpsums:
2.9. For purposes hereof:
2.9.1. “Sub-Period Commencement” shall mean the earlier to occur of the

following: (i) the scheduled end of the Development Phase as stipulated in
the Metro Line Reference Schedule; or (ii) the successful achievement of all
milestones set forth in Schedule 1 (Core Management Payment
Milestones).
2.9.2. “Two-Year Sub-Period” shall mean each two (2) calendar year period
commencing as of Sub-Period Commencement and ending upon the actual
end of the Delivery Phase. However, the final such Period may be shorter
than two (2) calendar years.
2.9.3. “One-Year Sub-Period” shall mean each one (1) calendar year period
commencing as of the actual end of the Delivery Phase and ending upon the
final settlement by NTA of all accounts of all works contractors with respect
to all Infra #1 Works and Infra #2 Works. However, the final such Period may
be shorter than one (1) calendar year.
2.9.4. “Sub-Period” shall mean a One-Year Sub-Period or a Two-Year Sub-Period,

as applicable.
2.10. Sub-Period Service Plans. Six (6) months before Sub-Period Commencement and,
thereafter, six (6) months before the end of each Sub-Period, the Line Manager shall
submit, for NTA’s review and approval in accordance with section 6 (Review and
Approval Procedures) below, a plan for the provision and performance of the Core
Management Services with respect to the forthcoming Sub-Period (as defined below)
(each, a “Sub-Period Service Plan”).
2.11. Without derogating from section 6 (Review and Approval Procedures) below, each
Sub-Period Service Plan shall include at least the following particulars with respect to
the Sub-Period to which it refers:
2.11.1. The proposed scope and description of the Core Management Services to be
rendered, including details of all proposed tasks and activities to be
undertaken or managed (as applicable) by the Core Management Team and
all proposed Deliverables to be submitted by the Line Manager;
2.11.2. The proposed schedule(s) for the provision and performance of the proposed
Core Management Services;
2.11.3. The proposed organizational structure, functions and resources (including

human resources) for providing and performing the proposed Core
Management Services;
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2.11.4. Any and all other relevant data, information and documents, including
(without limitation) data, information and documents with respect to the
proposed personnel to be assigned to carry out the proposed Core
Management Services; and
2.11.5. The proposed lumpsum consideration, per year, in respect of the provision
and performance of the proposed Core Management Services, which shall be
based on: (i) a breakdown of the particulars submitted by the Line Manager
pursuant to clauses 2.11.1 to 2.11.4 above; (ii) the applicable positions/ranks
stipulated in the Organization Resources Schedule; and (iii) the applicable
monthly rates stipulated in the Schedule of Rates. Provided that, under no
circumstances shall such lumpsum consideration, per year, exceed the Annual
Core Management Services Price (ACMSP) (as calculated and determined
pursuant to Tender Form “18” – Price Proposal) by more than ten percent
(10%) (not including any indexation or adjustment pursuant to clause 7
(Adjustment of Payments) below).
2.12.1. “Sub-Period Core Management Lumpsum” shall mean the lumpsum

consideration duly approved by NTA in accordance with section 6 (Review
and Approval Procedures) below with respect to the applicable Sub-Period.
2.12.2. “Two-Year Sub-Period Core Management Lumpsum” shall mean each

Sub-Period Core Management Lumpsum applicable to each respective Two-
Year Sub-Period.
2.12.3. “One-Year Sub-Period Core Management Lumpsum” shall mean each

Sub-Period Core Management Lumpsum applicable to each respective One-
Year Sub-Period.
Two-Year Sub-Period Core Management Lumpsum
2.13. Two-Year Sub-Period Monthly Retainer. Without derogating from clause 2.5
(Payment upon Completion of All Milestones) below, an amount equal to seventy
percent (70%) of each Two-Year Sub-Period Core Management Lumpsum will be paid
as a monthly retainer, in equal monthly installments commencing as of the end of the
first calendar month of the applicable Two-Year Sub-Period. The number of monthly
installments shall be equal to the number of calendar months comprising the applicable
Two-Year Sub-Period (i.e., twenty-four (24) calendar months, except that the final
Two-Year Sub-Period may comprise less than twenty-four (24) calendar months)
(each, a “Two-Year Sub-Period Monthly Retainer”).
2.14. With respect to each Two-Year Sub-Period, upon exhaustion of the total amount
allocated to the Two-Year Sub-Period Monthly Retainers, the Two-Year Sub-Period
Monthly Retainer payments shall cease and the Line Manager shall not be entitled to
any other, further or additional Two-Year Sub-Period Monthly Retainer payments with
respect to the applicable Two-Year Sub-Period.
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2.15. Two-Year Sub-Period Milestone Payments. The other thirty percent (30%) of each
Two-Year Sub-Period Core Management Lumpsum will be paid following the
successful achievement of the applicable milestones set forth in Schedule 2 (Two-
Year Sub-Period Core Management Payment Milestones) hereto and in accordance
with the respective percentages and apportionments set forth therein (each, a “Two-
Year Sub-Period Milestone Payment”), but subject always to clauses 2.16
(Adjustment of Two-Year Sub-Period Milestone Payments) and 2.17 (Milestones not
Completed by the End of the Final Two-Year Sub-Period) below.
2.16. Adjustment of Two-Year Sub-Period Milestone Payments. At the end of each Two-
Year Sub-Period, except the final Two-Year Sub-Period, the following shall apply:
2.16.1. If, at the end of the applicable Two-Year Sub-Period, only a part of any one
or more of the applicable milestone(s) as set forth in Schedule 2 (Two-Year
Sub-Period Core Management Payment Milestones) hereto has been
successfully achieved, then together with the final Two-Year Sub-Period
Monthly Retainer payment applicable to that Two-Year Sub-Period, the Line
Manager will be paid, with respect to each partly completed milestone, a
partial Two-Year Sub-Period Milestone Payment corresponding to the
relative (prorated) progress made in completion of the applicable
milestone(s), as shall be determined by NTA at its sole discretion; and
2.16.2. The respective remaining portion(s) (percentage(s)) of the partly completed

milestone(s) shall be prorated, so that at the beginning of the subsequent Two-
Year Sub-Period, the aggregate remaining portion(s) (percentage(s)) of the
partly completed milestone(s) shall always be equal to one hundred percent
(100%) of the aggregate remaining balance of the applicable Two-Year Sub-
Period Milestone Payment(s). The following numeric example is provided for
illustration purposes only:
Adjustment of Two-Year Sub-Period Milestone Payments - Example Only
First Two-Year Sub-Period

Figure Unit
Two-Year Sub-Period Core Management Lumpsum 100,000,000 NIS
Retainer portion 70%
Total Monthly Unit
Two-Year Sub-Period Monthly Retainer 70,000,000 2,916,667 NIS
Two-Year Sub-Period Milestone Payments 30,000,000 NIS
Milestones Portion Amount Unit
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A 10% 3,000,000 NIS

B 20% 6,000,000 NIS
C 30% 9,000,000 NIS
D 10% 3,000,000 NIS
E 30% 9,000,000 NIS
100% 30,000,000
Second Two-Year Sub-Period

Figure Unit
Two-Year Sub-Period Core Management Lumpsum 198,000,000 NIS
Retainer portion 70%
Total Monthly Unit
Two-Year Sub-Period Monthly Retainer 138,600,000 5,775,000.00 NIS
Two-Year Sub-Period Milestone Payments 59,400,000 NIS
First Two-Year Sub-Period Second Two-Year Sub-Period

Milestone
Adjusted value
Additional
Portion portion opening
value to
Milestone at the at the balance at
Previous Milestone
completion Milestone end of beginning the
Sub- (based on
Payment status value - the of the beginning
Period second
Milestones (100% - closing Two- second of the
beginning Two-Year
fully balance Year Two- second
portion Sub-Period
complete) Sub- Year Two-Year
Milestone
Period Sub- Sub-Period
Payment)
Period Milestone
Payment
A 10% 100% 0 0% 0% 0 0
B 20% 0% 6,000,000 20% 22% 13,200,000 19,200,000
C 30% 0% 9,000,000 30% 33% 19,800,000 28,800,000
D 10% 0% 3,000,000 10% 11% 6,600,000 9,600,000
E 30% 0% 9,000,000 30% 33% 19,800,000 28,800,000
100% 27,000,000 90% 100% 59,400,000 86,400,000
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2.17. Milestones not Completed by the End of the Final Two-Year Sub-Period. If, at the
end of the final Two-Year Sub-Period, one or more of the milestones set forth in
Schedule 2 (Two-Year Sub-Period Core Management Payment Milestones) hereto
has not been successfully achieved, the respective remaining balance(s) of the
applicable Two-Year Sub-Period Milestone Payment(s) will be paid following the
actual successful achievement of the applicable milestone(s).
2.18. Upon successful achievement of all milestones set forth in Schedule 2 (Two-Year
Sub-Period Core Management Payment Milestones) hereto (even if such occurs
prior to the scheduled end of the relevant Two-Year Sub-Period), the Two-Year Sub-
Period Monthly Retainer payments shall cease and the Line Manager shall not be
entitled to any other, further or additional Two-Year Sub-Period Monthly Retainer
payments.
One-Year Sub-Period Core Management Lumpsum
2.19. One-Year Sub-Period Monthly Retainer. Each One-Year Sub-Period Core

Management Lumpsum will be paid as a monthly retainer, in equal monthly
installments commencing as of the end of the first calendar month of the applicable
One-Year Sub-Period. The number of monthly installments shall be equal to the
number of calendar months comprising the applicable One-Year Sub-Period (i.e.,
twelve (12) calendar months, except that the final One-Year Sub-Period may comprise
less than twelve (12) calendar months) (each, a “One-Year Sub-Period Monthly
Retainer”).
2.20. With respect to each One-Year Sub-Period, upon exhaustion of the total amount
allocated to the One-Year Sub-Period Monthly Retainers, the One-Year Sub-Period
any other, further or additional One-Year Sub-Period Monthly Retainer payments with
respect to the applicable One-Year Sub-Period.
2.21. Retention. Notwithstanding the foregoing, with respect to each One-Year Sub-Period
Core Management Lumpsum, NTA shall retain ten percent (10%) of each One-Year
Sub-Period Monthly Retainer payment. The entire retained amount will be paid to the
Line Manager upon the final settlement by NTA of all accounts of all works
contractors with respect to all Infra #1 Works and Infra #2 Works.
General
2.22. Reduction of Payments. With respect to any one or more Sub-Period, NTA may, with
one (1) month prior notice, instruct the Line Manager to reduce the number of
members and/or functions of the Core Management Team. NTA shall be entitled to do
so at its sole discretion. The foregoing is in addition to and does not derogate from
NTA’s right and prerogatives under the Agreement to reduce the scope of the Services.
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of the Core Management Team as aforesaid, the applicable Sub-Period Core
Management Lumpsum shall be reduced by reference to the members and functions
so reduced, by an amount equal to the aggregate of: (i) the respective monthly rates
stipulated in the Schedule of Rates applicable to the respective positions/ranks
stipulated in the Organization Resources Schedule, or if the respective positions/ranks
are not stipulated in the Organization Resources Schedule, then the respective
positions/ranks applicable to the function(s) so reduced; multiplied by (ii) the number
of months remaining until the end of the applicable Sub-Period (the “Amount of the
Reduction”).
more subsequent Sub-Period Monthly Retainer(s) and/or Sub-Period Milestone
Payment(s).
3. Consideration for Design and Supervision Services (Category B)
3.1. Without derogating from Section 9.2 (Post Award Requirements – Preconditions for
the Execution of the Agreement) of the ITB, as at the Signature Date, the Design and
Supervision Price shall be determined as follows: The quantities set out in Schedule 6
(Design and Supervision Price) hereto will be multiplied by the respective prices per
activity (after applying the discount(s)/addition(s) proposed by the Line Manager)
indicated in Tender Form “18” – Price Proposal. The aggregate thereof shall constitute
the Design and Supervision Price lumpsum, subject to the following: (i) the
consideration for the Design and Supervision Services shall be paid with reference to
the quantities specified under the columns titled “M1 Quantity”, “M2 Quantity” and
“M3 Quantity” (as applicable) in Schedule 6 (Design and Supervision Price) hereto
(and, therefore, the Design and Supervision Price lumpsum shall be adjusted (upwards
or downwards, as applicable) to reflect the actual quantities of the respective
tasks/items; (ii) such revisions/updates will be made (if necessary) in order to reflect
both the quantities (of the respective tasks/items) specified in the applicable current
statutory plans and the quantities (of the respective tasks/items) required to
accommodate any applicable design specifications, decisions or instructions issued by
NTA from time to timeis as set out in Schedule 6 (Design and Supervision Price)
hereto. 1
3.2. The Design and Supervision Team deployed by the Line Manager shall include (inter
alia and without derogating from any provisions of the Agreement): (i) three (3)
separate teams for the Alignment Enabling Works; (ii) a further team for the
Launching Shafts Works; (iii) a further team for the Depot Early Works; (iv) a further
team for the HV Substation Works; (v) a further five (5) separate teams for the Infra
#1 Works; and (vi) a further team for the Infra #2 Works. Furthermore, each such team
shall be led by a Lead Designer and be managed by a team manager.
1 Per Addendum No. 10 dated 17 November, 2022.
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3.3. Payment for Design and Supervision Services. In consideration for the provision
and performance of the Design and Supervision Services, the Line Manager will be
paid the Design and Supervision Price, which (as calculated and determined pursuant
to Tender Form “18” – Price Proposal and, if applicable, adjusted pursuant to Section
9.2 (Post Award Requirements – Preconditions for the Execution of the Agreement)
of the ITB). The Design and Supervision Price shall constitute the fixed lumpsum
consideration for the provision and performance of the Design and Supervision
Services (including, inter alia, design supervision, supreme supervision and design
checking).
3.4. Design and Supervision Milestone Payment. The Design and Supervision Price will
be paid following the successful achievement of the applicable milestones set forth in
Schedule 4 (Design and Supervision Services Payment Milestones) hereto and in
accordance with the respective percentages and apportionments set forth therein (each,
a “Design and Supervision Milestone Payment”).
4. Consideration for Advanced Works Management Services During the Development Phase
(Category C)
4.1. In consideration for the provision and performance of the Advanced Works
Management Services (Category C), which comprises the Alignment Enabling Works
Management Services (Category C11, C12 and C13), the Depot Early Works
Management Services (Category C2), the Launching Shafts Works Management
Services (Category C3), the HV Substation Works Management Services (Category
C4x1 and C42) and the Acoustic Protection Works Management Services (Category
C51 and C52), the Line Manager shall be entitled to payment of the Advanced Works
Management Services Price (as defined below), as set forth herein below.
4.2.1. “Advanced Works Management Services Price” shall mean the aggregate
of: (i) the Alignment Enabling Works Annual Management Lumpsum, (ii)
the Acoustic Protection Works Annual Management Lumpsum, (iii) the
Depot Early Works Annual Management Lumpsum, (iv) the Launching
Shafts Works Annual Management Lumpsum and (v) the HV Substation
Works Annual Management Lumpsum, each as defined below.
4.2.2. “Advanced Works Management Services” shall mean, collectively: (i) the
Alignment Enabling Works Management Services (Category C11, C12 and
C13), (ii) the Depot Early Works Management Services (Category C2), (iii)
the Launching Shafts Works Management Services (Category C3), (iv) the
HV Substation Works Management Services (Category C4x) and (v) the
Acoustic Protection Works Management Services (Category C51 and C52).
Alignment Enabling Works Annual Management Lumpsum (Category C11, C12 and C13):
4.3. For purposes hereof, “Alignment Enabling Works Annual Management

Lumpsum” shall mean, for each Alignment Enabling Works Management Sub-Team,
the Alignment Enabling Works Annual Management Lumpsum Sub-Team Price (as
calculated and determined pursuant to Tender Form “18” – Price Proposal).
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4.4. The Line Manager shall be required to deploy up to three (3) Alignment Enabling
Works Management Sub-Teams (Category C11, C12 and C13) as shall be determined
by NTA, at its sole discretion. An Alignment Enabling Works Annual Management
Lumpsum will be paid in consideration for the provision and performance of the
Alignment Enabling Works Management Services rendered by each Alignment
Enabling Works Management Sub-Team. Each Alignment Enabling Works
Management Sub-Team shall comprise and include at least (as a minimum) the
applicable personnel listed in the Organization Resources Schedule. Each Alignment
Enabling Works Management Sub-Team shall commence rendering the Alignment
Enabling Works Management Services applicable to it as of the earlier of: (i) the date
notified by the Line Manager to NTA, which notice shall be issued at least thirty (30)
calendar days prior to the specified date and which date shall, in any event, be subject
to NTA’s approval; or (ii) the date notified by NTA to the Line Manager, which notice
shall be issued at least thirty (30) calendar days prior to the specified date.
4.5. An Alignment Enabling Works Annual Management Lumpsum will be paid annually
(per Alignment Enabling Works Management Sub-Team and by way of Alignment
Enabling Works Monthly Retainer payments) for each calendar year during which the
applicable Alignment Enabling Works Management Services are actually rendered by
the applicable Alignment Enabling Works Management Sub-Team. However,
notwithstanding anything to the contrary herein, for Alignment Enabling Works
Management Services actually rendered by an Alignment Enabling Works
Management Sub-Team during only part of a calendar year (i.e., a partial calendar
year), the Line Manager will be paid only the relative (prorated) portion, calculated
daily, of the applicable Alignment Enabling Works Monthly Retainer payments,
corresponding to the relative (prorated) portion of the calendar year during which such
Alignment Enabling Works Management Services were actually rendered by such
Alignment Enabling Works Management Sub-Team (a calendar year shall be deemed
to consist of three hundred and sixty-five (365) days).
4.6. Alignment Enabling Works Monthly Retainer. Without derogating from clause 4.5
above or from clause 4.8 (Payment upon Completion of Alignment Enabling Works)
below, each Alignment Enabling Works Annual Management Lumpsum will be
divided by twelve (12) (the monthly amount) and will be paid as a monthly retainer,
commencing as of the end of the first calendar month following commencement of the
Alignment Enabling Works Management Services rendered by the applicable
Alignment Enabling Works Management Sub-Team and ending upon payment of the
twelfth (12th) monthly amount (each, an “Alignment Enabling Works Monthly
Retainer”).
4.7. Retention. Notwithstanding the foregoing, with respect to each Alignment Enabling
Works Annual Management Lumpsum, NTA shall retain ten percent (10%) of each
Alignment Enabling Works Monthly Retainer payment. The entire retained amount
will be paid to the Line Manager upon the final settlement by NTA of all accounts of
all works contractors with respect to which the applicable Alignment Enabling Works
Management Sub-Team rendered the applicable Alignment Enabling Works
Management Services.
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4.8. Payment upon Completion of Alignment Enabling Works. Notwithstanding clause

4.5 above, but without derogating from clause 4.7 (Retention) above, if the successful
completion and handover to NTA of all Alignment Enabling Works with respect to
which the applicable Alignment Enabling Works Management Sub-Team rendered the
applicable Alignment Enabling Works Management Services occurs prior to the
scheduled end of the Development Phase as stipulated in the Metro Line Reference
Schedule, then following such successful completion and handover to NTA the Line
Manager will be paid the remaining balance (if any) of the applicable Alignment
Enabling Works Annual Management Lumpsum (i.e., the total applicable Alignment
Enabling Works Annual Management Lumpsum less the aggregate of all applicable
Alignment Enabling Works Monthly Retainer payments already paid to the Line
Manager) (even if such successful completion and handover to NTA occurred prior to
the end of the applicable calendar year or partial calendar year, as the case may be).
4.9. Reduction of Payments. NTA may, with one (1) month prior notice, instruct the Line
Manager to reduce the number of members and/or functions of any one or more
Alignment Enabling Works Management Sub-Team. NTA shall be entitled to do so at
its sole discretion. The foregoing is in addition to and does not derogate from NTA’s
right and prerogatives under the Agreement to reduce the scope of the Services.
of any one or more Alignment Enabling Works Management Sub-Team as aforesaid,
the applicable Alignment Enabling Works Annual Management Lumpsum(s) shall be
reduced by reference to the members and functions so reduced, by an amount equal to
the aggregate of: (i) the respective monthly rates stipulated in the Schedule of Rates
applicable to the respective positions/ranks stipulated in the Organization Resources
Schedule, or if the respective positions/ranks are not stipulated in the Organization
Resources Schedule, then the respective positions/ranks applicable to the function(s)
so reduced; multiplied by (ii) the number of months remaining until the end of the
applicable calendar year or partial calendar year, as the case may be (the “Amount of
the Reduction”).
more subsequent Alignment Enabling Works Monthly Retainer payments.
Depot Early Works Annual Management Lumpsum (Category C2):
4.12. For purposes hereof, “Depot Early Works Annual Management Lumpsum” shall
mean, for each Depot Early Works Management Sub-Team, the Depot Early Works
Annual Management Lumpsum Sub-Team Price (as calculated and determined
pursuant to Tender Form “18” – Price Proposal).
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4.13. The Line Manager shall be required to deploy one (1) Depot Early Works Management
Sub-Team (Category C2). The Depot Early Works Annual Management Lumpsum
will be paid in consideration for the provision and performance of the Depot Early
Works Management Services rendered by the Depot Early Works Management Sub-
Team. The Depot Early Works Management Sub-Team shall comprise and include at
least (as a minimum) the applicable personnel listed in the Organization Resources
Schedule. The Depot Early Works Management Sub-Team shall commence rendering
the Depot Early Works Management Services as of the earlier of: (i) the date notified
by the Line Manager to NTA, which notice shall be issued at least thirty (30) calendar
days prior to the specified date and which date shall, in any event, be subject to NTA’s
approval; or (ii) the date notified by NTA to the Line Manager, which notice shall be
issued at least thirty (30) calendar days prior to the specified date.
4.14. The provisions of clauses 4.5 to 4.11 above shall apply and be applied, mutatis
mutandis, with respect to the Depot Early Works Annual Management Lumpsum.
Launching Shafts Works Annual Management Lumpsum (Category C3):
4.15. For purposes hereof, “Launching Shafts Works Annual Management Lumpsum”
shall mean, for each Launching Shafts Works Management Sub-Team, the Launching
Shafts Works Annual Management Lumpsum Sub-Team Price (as calculated and
determined pursuant to Tender Form “18” – Price Proposal).
4.16. The Line Manager shall be required to deploy one (1) Launching Shafts Works
Management Sub-Team (Category C3). The Launching Shafts Works Annual
Management Lumpsum will be paid in consideration for the provision and
performance of the Launching Shafts Works Management Services rendered by the
Launching Shafts Works Management Sub-Team. The Launching Shafts Works
applicable personnel listed in the Organization Resources Schedule. The Launching
Shafts Works Management Sub-Team shall commence rendering the Launching
Shafts Works Management Services as of the earlier of: (i) the date notified by the
Line Manager to NTA, which notice shall be issued at least thirty (30) calendar days
prior to the specified date and which date shall, in any event, be subject to NTA’s
approval; or (ii) the date notified by NTA to the Line Manager, which notice shall be
issued at least thirty (30) calendar days prior to the specified date.
mutandis, with respect to the Launching Shafts Works Annual Management
Lumpsum.
HV Substation Works Annual Management Lumpsum (Category C4x):
4.18. For purposes hereof, “HV Substation Works Annual Management Lumpsum”
shall mean, for each HV Substation Works Management Sub-Team, the HV Substation
Works Annual Management Lumpsum Sub-Team Price (as calculated and determined
pursuant to Tender Form “18” – Price Proposal).
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4.19. The Line Manager shall be required to deploy the number of HV Substation Works
Management Sub-Teams as shall be determined by NTA, at its sole discretion, within
thirty (30) days after the Signature Date. A HV Substation Works Annual Management
Lumpsum will be paid in consideration for the provision and performance of the HV
Substation Works Management Services rendered by each HV Substation Works
Management Sub-Team. Each HV Substation Works Management Sub-Team shall
comprise and include at least (as a minimum) the applicable personnel listed in the
Organization Resources Schedule. Each HV Substation Works Management Sub-
Team shall commence rendering the HV Substation Works Management Services
applicable to it as of the earlier of: (i) the date notified by the Line Manager to NTA,
which notice shall be issued at least thirty (30) calendar days prior to the specified date
and which date shall, in any event, be subject to NTA’s approval; or (ii) the date
notified by NTA to the Line Manager, which notice shall be issued at least thirty (30)
calendar days prior to the specified date.
mutandis, with respect to each HV Substation Works Annual Management Lumpsum.
Acoustic Protection Works Annual Management Lumpsum (Category C51 and C52):
4.21. For purposes hereof, “Acoustic Protection Works Annual Management

Lumpsum” shall mean, for each Acoustic Protection Works Management Sub-Team,
the Acoustic Protection Works Annual Management Lumpsum Sub-Team Price (as
4.22. The Line Manager shall be required to deploy two (2) Acoustic Protection Works
Management Sub-Teams (Category C51 and C52). An Acoustic Protection Works
Annual Management Lumpsum will be paid in consideration for the provision and
performance of the Acoustic Protection Management Services rendered by each
Acoustic Protection Works Management Sub-Team. Each Acoustic Protection Works
applicable personnel listed in the Organization Resources Schedule. Each Acoustic
Protection Works Management Sub-Team shall commence rendering the Acoustic
Protection Works Management Services applicable to it as of the earlier of: (i) the date
mutandis, with respect to the Acoustic Protection Works Annual Management
Lumpsum.
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5. Consideration for Construction Management Services During the Delivery Phase

(Category D)
5.1. In consideration for the provision and performance of the Delivery Phase Construction
Management Services, which comprises the Infra #1 Works Management Services
(Category D11, D12, D13, D14, and D15) and the Infra #2 Works Management Services)
(Category D2), the Line Manager shall be entitled to payment of the Delivery Phase
Construction Management Services Price (as defined below), as set forth herein below.
5.2.1. “Delivery Phase Construction Management Services Price” shall mean

the aggregate of: (i) the Batch 1-Infra #1 Works Annual Management
Services Lumpsum, (ii) the Batch 1 + Batch 2-Infra #1 Works Annual
Management Services Lumpsum, (iii) the Batch 1-Infra #2 Works Annual
Management Services Lumpsum and (iv) the Batch 1 + Batch 2-Infra #2
Works Annual Management Services Lumpsum, each as defined below.(i)
the Infra #1 Works Management Services Lumpsum and (ii) the Infra #2
Works Management Services Lumpsum, each as defined below.
5.2.2. “Delivery Phase Construction Management Services” shall mean,

collectively: (i) the Infra #1 Works Management Services (Category D11,
D12, D13, D14, and D15) and (ii) the Infra #2 Works Management Services
(Category D2).
Infra #1 Works Annual Management Services Lumpsum (Category D11, D12, D13, D14 and
D15):
5.3. The Line Manager shall be required to deploy up to five (5) Infra #1 Works
Management Sub-Teams (Category D11, D12, D13, D14 and D15) as shall be
determined by NTA, at its sole discretion.
Batch 1-Infra #1 Works Annual Management Services Lumpsum
5.3.5.4. For purposes hereof, “Batch 1-Infra #1 Works Annual Management Services
Lumpsum” shall mean, for each Infra #1 Works Management Sub-Team, the Batch
1-Infra #1 Works Annual Management Services Lumpsum Sub-Team Price (as
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5.4.5.5. The Line Manger shall be required to deploy five (5) Infra #1 Works Management
Sub-Teams (Category D11, D12, D13, D14 and D15). An Batch 1-Infra #1 Works
Annual Management Services Lumpsum will be paid in consideration for the provision
and performance of the Infra #1 Works Management Services rendered by Batch 1 of
each Infra #1 Works Management Sub-Team when only Batch 1 (and not Batch 2) is
providing and performing Infra #1 Works Management Services. However,
notwithstanding anything to the contrary herein, for Infra #1 Works Management
Services actually rendered by Batch 1 of an Infra #1 Works Management Sub-Team
during only part of a calendar year (i.e., a partial calendar year), the Line Manager will
be paid only the relative (prorated) portion, calculated daily, of the applicable Batch
1-Infra #1 Works Annual Management Services Lumpsum, corresponding to the
relative (prorated) portion of the calendar year during which such Infra #1 Works
Management Services were actually rendered by Batch 1 of such Infra #1 Works
Management Sub-Team (a calendar year shall be deemed to consist of three hundred
and sixty-five (365) days). Batch 1 of eEach Infra #1 Works Management Sub-Team
shall comprise and include at least (as a minimum) the applicable personnel listed in
the Organization Resources Schedule. Batch 1 of eEach Infra #1 Works Management
Sub-Team shall commence rendering the Infra #1 Works Management Services
notified by NTA to the Line Manager, which notice shall be issued at least thirty forty-
five (3045) calendar days prior to the specified date.
5.5.5.6. Batch 1-Infra #1 Works Monthly Retainer. Without derogating from clauses 5.8
(Payment upon Completion of All Milestones) or 5.21 to 5.26 (Prolongation of the
Delivery Phase) below, an amount equal to seventy percent (70%) of each Batch 1-
Infra #1 Works Annual Management Services Lumpsum will be paid as a monthly
retainer, in equal monthly installments (per Infra #1 Works Management Sub-Team
and by way of Batch 1-Infra #1 Works Monthly Retainer payments) for each calendar
year during which the applicable Infra #1 Works Management Services are actually
rendered by Batch 1 of the applicable Infra #1 Works Management Sub-Team (each
monthly amount, a “Batch 1-Infra #1 Works Monthly Retainer”).will be paid as a
monthly retainer, in equal monthly installments commencing as of the end of the first
calendar month following commencement of the Infra #1 Works Management
Services required to be rendered by the applicable Infra #1 Works Management Sub-
Team. The number of monthly installments shall be equal to the number of calendar
months comprising the scheduled maximum duration for the rendering of the
applicable Infra #1 Works Management Services by the applicable Infra #1 Works
Management Sub-Team as stipulated in the Metro Line Reference Schedule (each, an
“Infra #1 Works Monthly Retainer”).
5.6.5.7. Without derogating from clauses 5.21 to 5.26 (Prolongation of the Delivery Phase)
below, with respect to each Infra #1 Works Management Services Lumpsum, upon
exhaustion of the total amount allocated to the Infra #1 Works Monthly Retainers, the
Infra #1 Works Monthly Retainer payments shall cease and the Line Manager shall
not be entitled to any other, further or additional Infra #1 Works Monthly Retainer
payments, regardless of whether or not the successful completion and handover to
NTA of all applicable Infra #1 Works has occurred.:
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5.7.1. The amount of each Batch 1-Infra #1 Works Monthly Retainer (i.e., the
monthly amount) shall be equal to seventy percent (70%) of each Batch 1-
Infra #1 Works Annual Management Services Lumpsum (i.e., the total
amount allocated to the Batch 1-Infra #1 Works Monthly Retainers) divided
by the applicable number of calendar months (i.e., twelve (12) calendar
months for a full calendar year, or the applicable lesser number of calendar
months where the applicable Infra #1 Works Management Services are
rendered during only part of a calendar year); and
5.7.2. The Line Manager’s entitlement to payment of the Batch 1-Infra #1 Works
Monthly Retainer shall commence as of the end of the first calendar month
following commencement of the rendering of the applicable Infra #1 Works
Management Services by Batch 1 of the applicable Infra #1 Works
Management Sub-Team and ending upon payment of the last monthly amount
for the applicable calendar year; and
5.7.3. Payment of the Batch 1-Infra #1 Works Monthly Retainer shall cease upon
the expiry of the thirty (30) or forty-five (45) (as applicable) calendar day
notice period referred to in clause 5.10 below.
5.7.5.8. Infra #1 Works Milestone Payments. The other thirty percent (30%) of each Batch
1-Infra #1 Works Annual Management Services Lumpsum will be paid in accordance
with clauses 5.14 to 5.17 (Infra #1 Works Milestone Payments) below paid following
the successful achievement of the applicable milestones set forth in Schedule 3
(Delivery Phase Construction Management Payment Milestones) hereto and in
accordance with the respective percentages and apportionments set forth therein (each,
an “Infra #1 Works Milestone Payment”).
Batch 1 + Batch 2-Infra #1 Works Annual Management Services Lumpsum
5.9. For purposes hereof, “Batch 1 + Batch 2-Infra #1 Works Annual Management
Services Lumpsum” shall mean, for each Infra #1 Works Management Sub-Team,
the Batch 1 + Batch 2-Infra #1 Works Annual Management Services Lumpsum Sub-
Team Price (as calculated and determined pursuant to Tender Form “18” – Price
Proposal).
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5.10. A Batch 1 + Batch 2-Infra #1 Works Annual Management Services Lumpsum will be
paid in consideration for the provision and performance of the Infra #1 Works
Management Services rendered by Batch 1 and Batch 2 of each Infra #1 Works
Management Sub-Team when both Batch 1 and Batch 2 are providing and performing
Infra #1 Works Management Services. However, notwithstanding anything to the
contrary herein, for Infra #1 Works Management Services actually rendered by Batch
1 and Batch 2 of an Infra #1 Works Management Sub-Team during only part of a
calendar year (i.e., a partial calendar year), the Line Manager will be paid only the
relative (prorated) portion, calculated daily, of the applicable Batch 1 + Batch 2-Infra
#1 Works Annual Management Services Lumpsum, corresponding to the relative
(prorated) portion of the calendar year during which such Infra #1 Works Management
Services were actually rendered by Batch 1 and Batch 2 of such Infra #1 Works
Management Sub-Team (a calendar year shall be deemed to consist of three hundred
and sixty-five (365) days). Batch 2 of each Infra #1 Works Management Sub-Team
shall comprise and include at least (as a minimum) the applicable personnel listed in
the Organization Resources Schedule. Batch 2 of each Infra #1 Works Management
Sub-Team shall commence rendering the Infra #1 Works Management Services
notified by NTA to the Line Manager, which notice shall be issued at least forty-five
(45) calendar days prior to the specified date.
5.11. Batch 1 + Batch 2-Infra #1 Works Monthly Retainer. Without derogating from
clause 5.21 (Prolongation of the Delivery Phase) below, an amount equal to seventy
percent (70%) of each Batch 1 + Batch 2-Infra #1 Works Annual Management
Services Lumpsum will be paid as a monthly retainer, in equal monthly installments
(per Infra #1 Works Management Sub-Team and by way of Batch 1 + Batch 2-Infra
#1 Works Monthly Retainer payments) for each calendar year during which the
applicable Infra #1 Works Management Services are actually rendered by Batch 1 and
Batch 2 of the applicable Infra #1 Works Management Sub-Team (each monthly
amount, a “Batch 1 + Batch 2-Infra #1 Works Monthly Retainer”).
5.12. Without derogating from clause 5.21 (Prolongation of the Delivery Phase) below:
5.12.1. The amount of each Batch 1 + Batch 2-Infra #1 Works Monthly Retainer (i.e.,
the monthly amount) shall be equal to seventy percent (70%) of each Batch 1
+ Batch 2-Infra #1 Works Annual Management Services Lumpsum divided
by the applicable number of calendar months (i.e., twelve (12) calendar
months for a full calendar year, or the applicable lesser number of calendar
months where the applicable Infra #1 Works Management Services are
rendered during only part of a calendar year); and
5.12.2. The Line Manager’s entitlement to payment of the Batch 1 + Batch 2-Infra
#1 Works Monthly Retainer shall commence as of the end of the first calendar
month following commencement of the rendering of the applicable Infra #1
Works Management Services by Batch 2 (together with Batch 1) of the
applicable Infra #1 Works Management Sub-Team and ending upon payment
of the last monthly amount for the applicable calendar year; and
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5.12.3. Payment of the Batch 1 + Batch 2-Infra #1 Works Monthly Retainer shall
cease as of the end of the scheduled maximum duration for the rendering of
the Infra #1 Works Management Services as stipulated in Schedule 5A
(Metro Line Reference Schedule – Scheduled Maximum Durations)
hereto (i.e. the sixty (60) calendar months from the engagement of the
applicable first works contractor), whereafter the Line Manager shall not be
entitled to any other, further or additional Batch 1 + Batch 2-Infra #1 Works
Monthly Retainer payments.
5.13. Infra #1 Works Milestone Payments. The other thirty percent (30%) of each Batch
1 + Batch 2-Infra #1 Works Annual Management Services Lumpsum will be paid in
accordance with clauses 5.14 to 5.17 (Infra #1 Works Milestone Payments) below.
Infra #1 Works Milestone Payments
5.8.5.14. Infra #1 Works Milestone Payments. For purposes hereof, the “Aggregated
Amount” shall mean (per Infra #1 Works Management Sub-Team) the aggregate of:
(i) “the other thirty percent (30%) of each Batch 1-Infra #1 Works Annual
Management Services Lumpsum” (as defined and stipulated herein above); and (ii)
“the other thirty percent (30%) of each Batch 1 + Batch 2-Infra #1 Works Annual
Management Services Lumpsum” (as defined and stipulated herein above). The
Aggregated Amount will be paid following the successful achievement of the
applicable milestones set forth in Schedule 3 (Delivery Phase Construction
Management Payment Milestones) hereto and in accordance with the respective
percentages and apportionments set forth therein (each, an “Infra #1 Works
Milestone Payment”), but subject always to clauses 5.15 (Adjustment of Infra #1
Works Milestone Payments) and 5.16 (Milestones not Completed by the End of the
Final Calendar Year) below.Payment upon Completion of All Milestones. If all
milestones set forth in Schedule 3 (Delivery Phase Construction Management
Payment Milestones) hereto are successfully achieved prior to the scheduled date for
achievement all such milestones as stipulated in the Metro Line Reference Schedule,
then following the successful achievement of all such milestones the Line Manager
will be paid the remaining balance (if any) of the applicable Infra #1 Works
Management Services Lumpsum (i.e., the total applicable Infra #1 Works
Management Services Lumpsum less the aggregate of all applicable Infra #1 Works
Monthly Retainers and all applicable Infra #1 Works Milestone Payments already paid
to the Line Manager) (even if such successful achievement occurs prior to the
exhaustion of the total amount allocated to the applicable Infra #1 Works Monthly
Retainers).
5.15. Adjustment of Infra #1 Works Milestone Payments. At the end of each calendar
year during the scheduled execution of the Infra #1 Works as stipulated in Schedule
5A (Metro Line Reference Schedule – Scheduled Maximum Durations) hereto (i.e.
during the sixty (60) calendar months from the engagement of the applicable first
works contractor), except the final calendar year thereof, the following shall apply:
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5.15.1. If, at the end of the applicable calendar year, only a part of any one or more
of the applicable milestone(s) as set forth in Schedule 3 (Delivery Phase
Construction Management Payment Milestones) hereto has been
successfully achieved, then together with the final Batch 1-Infra #1 Works
Monthly Retainer payment or Batch 1 + Batch 2-Infra #1 Works Monthly
Retainer payment (as the case may be) applicable to that calendar year, the
Line Manager will be paid, with respect to each partly completed milestone,
a partial Infra #1 Works Milestone Payment corresponding to the relative
(prorated) progress made in completion of the applicable milestone(s), as
shall be determined by NTA at its sole discretion; and
5.15.2. The respective remaining portion(s) (percentage(s)) of the partly completed

milestone(s) shall be prorated, so that at the beginning of the subsequent
calendar year, the aggregate remaining portion(s) (percentage(s)) of the partly
completed milestone(s) shall always be equal to one hundred percent (100%)
of the aggregate remaining balance of the applicable Infra #1 Works
Milestone Payment(s). For illustration purposes only, the numeric example in
clause 2.16 above is applicable, mutatis mutandis.
5.16. Milestones not Completed by the End of the Final Calendar Year. If, at the end of
the final calendar year of the scheduled execution of the Infra #1 Works as stipulated
in Schedule 5A (Metro Line Reference Schedule – Scheduled Maximum
Durations) hereto (i.e. at the end of the sixty (60) calendar months from the
engagement of the applicable first works contractor), one or more of the applicable
milestones set forth in Schedule 3 (Delivery Phase Construction Management
Payment Milestones) hereto has not been successfully achieved, the respective
remaining balance(s) of the applicable Infra #1 Works Milestone Payment(s) will be
paid following the actual successful achievement of the applicable milestone(s).
5.17. Upon successful achievement of all applicable milestones set forth in Schedule 3
(Delivery Phase Construction Management Payment Milestones) hereto (even if
such occurs prior to the scheduled end of the relevant calendar year), the Batch 1-Infra
#1 Works Monthly Retainer payments and the Batch 1 + Batch 2-Infra #1 Works
any other, further or additional Batch 1-Infra #1 Works Monthly Retainer payments
and/or Batch 1 + Batch 2-Infra #1 Works Monthly Retainer payments.
General
5.9.5.18. Reduction of Payments. NTA may, with one (1) month prior notice, instruct the Line
Manager to reduce the number of members and/or functions of any one or more Infra
#1 Works Management Sub-Team. NTA shall be entitled to do so at its sole discretion.
The foregoing is in addition to and does not derogate from NTA’s right and
prerogatives under the Agreement to reduce the scope of the Services.
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5.10.5.19. If NTA instructs the Line Manager to reduce the number of members and/or
functions of any one or more Infra #1 Works Management Sub-Team as aforesaid, the
applicable Batch 1-Infra #1 Works Annual Management Services Lumpsum(s) and/or
Batch 1 + Batch 2-Infra #1 Works Annual Management Services Lumpsum(s) (as the
case may be) shall be reduced by reference to the members and functions so reduced,
by an amount equal to the aggregate of: (i) the respective monthly rates stipulated in
the Schedule of Rates applicable to the respective positions/ranks stipulated in the
Organization Resources Schedule, or if the respective positions/ranks are not
stipulated in the Organization Resources Schedule, then the respective positions/ranks
applicable to the function(s) so reduced; multiplied by (ii) the number of months
remaining until the end of the scheduled maximum duration for the rendering of the
applicable Infra #1 Works Management Services as stipulated in the Metro Line
Reference Schedule Schedule 5A (Metro Line Reference Schedule – Scheduled
Maximum Durations) hereto (i.e., until the end of the sixty (60) calendar months
from the engagement of the applicable first works contractor) (the “Amount of the
Reduction”).
5.11.5.20. NTA may, at its sole discretion, set off the Amount of the Reduction from any
one or more subsequent Batch 1-Infra #1 Works Monthly Retainer(s), Batch 1 + Batch
2-Infra #1 Works Monthly Retainer(s) and/or Infra #1 Works Milestone Payment(s).
5.12.5.21. Prolongation. If, in the following cumulative circumstances, the duration of

the execution of the applicable Infra #1 Works (excluding landscape and streetscape
works) is prolonged beyond the sixty (60) calendar months from the engagement of
the applicable first works contractor (“Prolongation”), then the following shall
applythe scheduled end of the execution thereof as stipulated in the Metro Line
Reference Schedule:
5.12.1.5.21.1. In respect of the initial nine (9) calendar months of Prolongation, the
Line Manager shall not be entitled to any additional consideration whatsoever
(regardless of the reason(s), cause(s) or consequence(s) of the initial nine (9)
calendar months of Prolongation); and
5.12.2.5.21.2. If tThe period of Pprolongation exceeds the initial twelve nine (129)
calendar months in the aggregate (in respect of which initial twelve (12)
calendar months the Line Manager shall not be entitled to any additional
consideration whatsoever); andthereof in the following cumulative
circumstances:
5.12.2.1.5.21.2.1. The applicable period of Pprolongation beyond the

initial nine (9) calendar months thereof was wholly and
directlynot due or attributable to any act, omission, breach or
default by or on behalf of the Line ManagerNTA; and
5.12.2.2.5.21.2.2. The Line Manager, notwithstanding its best efforts,

could not have prevented, avoided or mitigated the applicable
period of Pprolongation beyond the initial nine (9) calendar
months thereof,
(“Prolongation”),
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then the Line Manager will be paid the Batch 1 + Batch 2-Infra #1 Works
Monthly Retainer with respect to each such applicable period of Prolongation
beyond the initial nine (9) calendar months thereof, on the same basis as set
forth herein above, mutatis mutandismay submit, for NTA’s review and
approval in accordance with section 6 (Review and Approval Procedures)
below, a request for payment of an additional Infra #1 Works Management
Services Lumpsum per Infra #1 Works Management Sub-Team (respectively,
a “Prolongation Request” and an “Additional Infra #1 Works
Management Services Lumpsum”). Provided that, any Additional Infra #1
Works Management Services Lumpsum (if any) will be paid only following
the lapse of the aforesaid initial twelve (12) calendar months and the Line
Manager shall not be entitled to any additional Infra #1 Works Management
Services Lumpsum, nor any other remuneration, consideration and/or
compensation, for or in respect of the aforesaid initial twelve (12) calendar
months.
5.13. Without derogating from section 6 (Review and Approval Procedures) below, a
Prolongation Request shall include at least the following particulars:
5.13.1. The proposed scope and description of the additional Infra #1 Works
Management Services to be rendered, including details of all proposed tasks
and activities to be undertaken or managed (as applicable) by each applicable
Infra #1 Works Management Sub-Team and all proposed Deliverables to be
submitted by the Line Manager;
5.13.2. The proposed schedule and period for the provision and performance of the
proposed additional Infra #1 Works Management Services by each applicable
Infra #1 Works Management Sub-Team;
5.13.3. The proposed organizational structure, functions and resources (including

human resources) for providing and performing the proposed additional Infra
#1 Works Management Services by each applicable Infra #1 Works
Management Sub-Team;
5.13.4. Any and all other relevant data, information and documents, including
(without limitation) data, information and documents with respect to the
proposed personnel to be assigned to carry out the proposed additional Infra
#1 Works Management Services by each applicable Infra #1 Works
Management Sub-Team; and
5.13.5. The proposed lumpsum consideration, per year, in respect of the provision
and performance of the proposed additional Infra #1 Works Management
Services by each applicable Infra #1 Works Management Sub-Team, which
shall be based on: (i) a breakdown of the particulars submitted by the Line
Manager pursuant to clauses 5.22.1 to 5.22.4 above; (ii) the applicable
positions/ranks in the Organization Resources Schedule and (iii) the
applicable monthly rates stipulated in the Schedule of Rates.
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5.14. For purposes hereof, “Approved Additional Infra #1 Works Management Services
Lumpsum” shall mean the lumpsum consideration for the provision and performance
of the Infra #1 Works Management Services rendered by each applicable Infra #1
Works Management Sub-Team during and until the end of the Prolongation, as duly
approved by NTA in accordance with section 6 (Review and Approval Procedures)
below.
5.15. Additional Monthly Retainer. An amount equal to fifty percent (50%) of each
Approved Additional Infra #1 Works Management Services Lumpsum will be paid as
a monthly retainer, in equal monthly installments commencing as of the end of the
tenth (10th) calendar month following the scheduled end of the Delivery Phase as
stipulated in the Metro Line Reference Schedule. The number of monthly installments
shall be equal to the number of calendar months comprising the Prolongation, as duly
approved by NTA in accordance with section 6 (Review and Approval Procedures)
below (each, an “Additional Monthly Retainer”).
5.16. Upon exhaustion of the total amount allocated to the Additional Monthly Retainers,
the Additional Monthly Retainer payments shall cease and the Line Manager shall not
be entitled to any other, further or additional Additional Monthly Retainer payments.
5.17. Additional Milestone Payments. The other fifty percent (50%) of each Approved
Additional Infra #1 Works Management Services Lumpsum will be paid following the
successful achievement of payment milestones to be determined at NTA’s sole
discretion.
Infra #2 Works Annual Management Services Lumpsum (Category D2):
5.18.5.22. For purposes hereof:,
5.18.1.5.22.1. “Batch 1-Infra #2 Works Annual Management Services

Lumpsum” shall mean, for each Infra #2 Works Management Sub-Team,
the Batch 1-Infra #2 Works Annual Management Services Lumpsum Sub-
Team Price (as calculated and determined pursuant to Tender Form “18”
– Price Proposal); and.
5.18.2.5.22.2. “Batch 1 + Batch 2-Infra #2 Works Annual Management Services

Lumpsum” shall mean, for each Infra #2 Works Management Sub-Team,
the Batch 1 + Batch 2-Infra #2 Works Annual Management Services
Lumpsum Sub-Team Price (as calculated and determined pursuant to
Tender Form “18” – Price Proposal).
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5.19.5.23. The Line Manger shall be required to deploy one (1) Infra #2 Works
Management Sub-Team (Category D2). An Infra #2 Works Management Services
Lumpsum will be paid in consideration for the provision and performance of the Infra
#2 Works Management Services rendered by the Infra #2 Works Management Sub-
Team. The Infra #2 Works Management Sub-Team shall comprise and include at least
(as a minimum) the applicable personnel listed in the Organization Resources
Schedule. The Infra #2 Works Management Sub-Team shall commence rendering the
Infra #2 Works Management Services applicable to it as of the earlier of: (i) the date
5.20.5.24. Subject to clauses 5.25 and 5.26 below, the Batch 1-Infra #2 Works Annual
Management Services Lumpsum and the Batch 1 + Batch 2-Infra #2 Works Annual
Management Services Lumpsum will be paid by way of Batch 1-Infra #2 Works
Monthly Retainer payments, Batch 1 + Batch 2-Infra #2 Works Monthly Retainer
payments and Infra #2 Works Milestone Payments, mutatis mutandis in accordance
with clauses 5.5 to 5.21 above, in which regard the provisions of clauses 5.5 to 5.21
above shall apply and be applied, mutatis mutandis, with respect to the Batch 1-Infra
#2 Works Annual Management Services Lumpsum, the Batch 1 + Batch 2-Infra #2
Works Annual Management Services Lumpsum, the Batch 1-Infra #2 Works Monthly
Retainer payments, the Batch 1 + Batch 2-Infra #2 Works Monthly Retainer payments
and the Infra #2 Works Milestone Payments.Infra #2 Works Monthly Retainer.
Without derogating from clause 5.22 below, an amount equal to seventy percent (70%)
of the Infra #2 Works Management Services Lumpsum will be paid as a monthly
retainer, in equal monthly installments commencing as of the end of the first calendar
month following commencement of the rendering of the Infra #2 Works Management
Services by the Infra #2 Works Management Sub-Team. The number of monthly
installments shall be equal to the number of calendar months comprising the scheduled
maximum duration for the rendering of the Infra #2 Works Management Services by
the Infra #2 Works Management Sub-Team as stipulated in the Metro Line Reference
Schedule (each, an “Infra #2 Works Monthly Retainer”).
5.21.5.25. Batch 2 of each Infra #2 Works Management Sub-Team shall cease rendering
the Infra #2 Works Management Services applicable to it as of the earlier of: (i) the
date notified by the Line Manager to NTA, which notice shall be issued at least sixty
(60) calendar days prior to the specified date and which date shall, in any event, be
subject to NTA’s approval; or (ii) the date notified by NTA to the Line Manager, which
notice shall be issued at least sixty (60) calendar days prior to the specified date.Infra
#2 Works Milestone Payments. Without derogating from clause 5.22 below, the other
thirty percent (30%) of the Infra #2 Works Management Services Lumpsum will be
paid following the successful achievement of the applicable milestones set forth in
Schedule 3 (Delivery Phase Construction Management Payment Milestones)
hereto and in accordance with the respective percentages and apportionments set forth
therein (each, an “Infra #2 Works Milestone Payment”).
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5.22.5.26. Upon the expiry of the sixty (60) calendar day notice period referred to in
clause 5.25 above: (i) payment of the Batch 1 + Batch 2-Infra #2 Works Monthly
Retainer shall cease; and (ii) if applicable, the Line Manager’s entitlement to payment
of the Batch 1-Infra #2 Works Monthly Retainer shall re-commence, on the basis set
forth in clauses 5.5 to 5.21 above, mutatis mutandis; and (iii) following such re-
commencement (if any), payment of the Batch 1-Infra #2 Works Monthly Retainer
shall cease as of the end of the scheduled maximum duration for the rendering of the
Infra #2 Works Management Services as stipulated in Schedule 5A (Metro Line
Reference Schedule – Scheduled Maximum Durations) hereto (i.e. the one hundred
and four (104) 2 calendar months from the engagement of the applicable first works
contractor), whereafter the Line Manager shall not be entitled to any other, further or
additional Batch 1-Infra #2 Works Monthly Retainer payments (or Batch 1 + Batch 2-
Infra #2 Works Monthly Retainer payments). The provisions of clauses 5.6 and 5.8 to
5.17 above shall apply and be applied, mutatis mutandis, with respect to the Infra #2
Works Management Services Lumpsum, the Infra #2 Works Monthly Retainers and
the Infra #2 Works Milestone Payments.
6. Review and Approval Procedures
6.1. For purposes hereof, “Submission” shall mean each Sub-Period Service Plan and any
Prolongation Request (each as defined hereinabove).
6.2. Determination of the Approved Consideration. The amount which the Line
Manager shall be entitled to receive for the provision and performance of the
applicable Services during the applicable period to which the Submission refers will
be calculated and determined based on and by reference to:
6.2.1. The actual scope of the applicable Services;
6.2.2. The members of the Line Manager’s Staff designated to render the applicable
Services, inter alia with reference to the Organization Resources Schedule;
and
6.2.3. The applicable positions/ranks stipulated in the Organization Resources

Schedule and the applicable monthly rates stipulated in the Schedule of Rates.
Provided that, where a member of the Line Manager’s Staff is to be involved
for a period less than a complete month, the monthly rate applicable to that
month shall (regardless of whether the applicable member of the Line
Manager’s Staff is residing or located inside or outside of the State of Israel)
be prorated with reference to the customary number of working hours and
working days applicable in the State of Israel.
6.3. NTA will review each Submission submitted by the Line Manager and shall be
entitled, at its sole discretion, to: (i) request the Line Manager to amend the Submission
(in whole or in part) or provide a revised Submission (in whole or in part); (ii) request
the Line Manager to provide additional data, information and/or documents; and/or
(iii) approve the Submission (in whole or in part). NTA shall notify the Line Manager
accordingly (the “First Response”).
2 Per Addendum No. 9 dated November 10, 2022.
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6.4. Within twenty-one (21) thirty (30) 3 days following receipt of the First Response, the
Line Manager shall submit, as applicable, the requested amended Submission, the
requested revised Submission and/or the requested additional data, information and/or
documents (the “Follow-up Submission”).
6.5. NTA will review the Follow-up Submission and shall be entitled, at its sole discretion,
to act in accordance with its prerogatives stipulated in clause 6.3 above. NTA shall
notify the Line Manager accordingly (the “Second Response”).
6.6. If NTA does not approve the Submission in its Second Response, NTA and the Line
Manager shall, within twenty-one (21) days, discuss the Submission and the Follow-
up Submission and the First Response and Second Response applicable thereto.
6.7. The discussions between the NTA and the Line Manager shall be conducted amicably
and in good faith, with the aim of overcoming and resolving differences (if any) and
reaching an agreement with respect to the applicable Submission. If an agreement is
so reached, the agreed upon Submission shall be considered and deemed to be the
applicable Submission approved by NTA. If an agreement is not reached, NTA shall
determine, at its sole discretion, the contents of the applicable Submission and the
Submission so determined by NTA shall be considered and deemed to be the
applicable Submission approved by NTA.
6.8. The Line Manager shall be bound by each approved Submission and shall be obligated
to render the applicable Services and otherwise to act in accordance therewith. The
Line Manager shall have no right or entitlement to refuse, omit or delay doing so
(including in the event of or during the resolution of any dispute or disagreement, if
any, between the Parties concerning or in connection with the applicable approved
Submission).
6.9. Notwithstanding anything to the contrary in the Agreement, for purposes of clause 30
(Claims by the Line Manager) of the Agreement, the date of the applicable
determination by NTA pursuant to clause 6.7 above shall be considered and deemed
to be the date on which the Line Manager became aware or ought reasonably to have
become aware of the event or circumstances giving rise to any claim (if any)
concerning or in connection with the applicable Sub-Period Service Plan or
Prolongation Request (as the case may be).
7. Adjustment of Payments
7.1. All payments made to the Line Manager (in NIS) shall be adjusted to reflect the
cumulative effect of the changes in the indices and exchange rates that compose it, as
follows:
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Table 1 – Indexation table until the end of the Development Phase
USD
NIS Euro
Linked
Index NIS USD EUR Linked Linked Total*
to US
to CPI to HICP
CPI
Indexation
*Total indexation to NIS and/or NIS Linked to CPI shall be at least seventy percent (70%) of the
Total.
Table 2 – Indexation table as from the end of Development Phase until the end of the
term of the Agreement
USD
NIS Euro
Linked
Index NIS USD EUR Linked Linked Total*
to US
to CPI to HICP
CPI
Indexation
*Total indexation to NIS and/or NIS Linked to CPI shall be at least seventy percent (70%) of the
Total.
[The relative weight of each index in the baskets of indices shall be as determined by the Line Manager
in Tender Form “18” – Price Proposal attached to this Agreement as part of the Bid Documents.
Changes to the baskets of indices specified in the applicable Tender Form shall not be permitted.]
7.2. The payment weighted index shall be equal to the change in the indices and exchange
rates during the period between Bid Submission Date and the last day of the calendar
month prior to the date of each Payment Request, based on their relative weight as
detailed in the table above.
7.3. The payment weighted index on the Bid Submission Date shall be equal to one (1).
7.4. The weighted index calculated for each Payment Request can be lower than one (1).
7.5. The linkage of each of the indices comprising the payment weighted index shall be
based on the ratio between the value of the relevant index and/or exchange rate known
on the last day of the calendar month prior to the date of each Payment Request, to the
value of the same index and/or exchange rate on the Bid Submission Date, as detailed
below.
7.6. Notwithstanding the foregoing above, the linkage of the USD Linked to US CPI index,
or the Euro Linked to HICP index, as applicable, shall be based on the product of: (i)
the ratio between the relevant official exchange rates; and (ii) the ratio between the
value of the relevant CPI (US CPI or HICP, as applicable).
7.7. By way of an illustrative example: Adjustment of payments for a Payment Request

submitted on 5 April 2025 for payments related to Services provided during March
2025 will be calculate in accordance with the published indices and exchange rates
published at 31 March 2025
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7.8. The following are the official indices and exchange rates, true to the Bid Submission
Date:
Indices/Currency Rates Base
Bid Submission CPI
Bid Submission US CPI
Bid Submission HICP
Bid Submission Official USD Exchange Rate
Bid Submission Official Euro Exchange Rate
7.9. One-Time Adjustment. Five (5) calendar years from the Signature Date, NTA will
compare the accumulated change in the AWI in comparison to the CPI from the
applicable Bid Submission Date rates. If the accumulated change in the AWI is equal
or higher than five percent (5%) in comparison to the accumulated change in the CPI,
then the Schedule of Rates will, on a one-time basis, be adjusted in accordance with
the difference between the change in AWI and the CPI (a “One-Time Adjustment”).
However, if the difference in the accumulated changes is less than five percent (5%),
then no adjustments shall be made to the Schedule of Rates. By way of an illustrative
example only: If the accumulated change in the CPI was ten percent (10%), while the
AWI accumulated change was sixteen percent (16%), then the One-Time Adjustment
to the Schedule of Rates will be equal to six percent (6%). The One-Time Adjustment
will continue to be performed once every five (5) calendar years from the previous
One-Time Adjustment comparison date, except that, instead of in relation to the Bid
Submission Date rates, the calculation will be performed in relation to the applicable
rates (AWI and CPI) as at the previous One-Time Adjustment comparison date. 4 3F
8. Payment Procedure
8.1. By no later than the fifth (5th) day of each calendar month, the Line Manager shall
submit a payment request to NTA, via NTA’s current electronic suppliers’ payment
portal or platform and in accordance with the Owner’s Policies, for approval in
accordance herewith (each, a “Payment Request”).
8.2. Any Payment Request which needs to be corrected and resubmitted by the Line
Manager because it was partial, incomplete or lacking any information and/or
documentation, or because it was otherwise not in accordance and compliance with
the Agreement and/or the Owner’s Policies, shall be deemed to have been submitted
not on the date of its original submission, but on the date of its resubmission. Without
derogating from the foregoing, any Payment Request submitted after the fifth (5th) day
of the month shall, notwithstanding anything to the contrary herein, be deemed to have
been submitted by the fifth (5th) day of the subsequent calendar month and shall,
accordingly, be processed and treated in such subsequent calendar month.
4 Per Addendum No. 13 dated December 1, 2022.
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8.3. Each Payment Request shall: (i) be for and in respect of the calendar month preceding
the month in which it is submitted to NTA as aforesaid; and (ii) describe and reflect
the amounts referred to in clause 8.4 below, but only if and to the extent that the
amounts are due, owing and claimable pursuant to the Agreement and this Annex “D”
(Consideration and Terms of Payment).
8.4. Each Payment Request shall separately detail and describe:
8.4.1. Any and all amounts to which NTA is entitled pursuant to the Agreement,
whether in respect of Liquidated Damages, or pursuant to its rights of setoff,
or otherwise pursuant to the Agreement; and
8.4.2. Any and all amounts to which the Line Manager considers itself entitled
pursuant to this Agreement (including pursuant to clause 7 (Adjustment of
Payments) above); and
8.4.3. The aggregate and net total of all amounts mentioned in clauses 8.4.1 and
8.4.2 above.
8.5. Together with each and every Payment Request, the Line Manager shall submit to
NTA all documentary and other evidence necessary or required to demonstrate and
substantiate the amounts set forth in the applicable Payment Request.
8.6. By no later than the twentieth (20th) day of the month in which the Line Manager
submits a Payment Request as aforesaid, NTA shall:
8.6.1. Inform the Line Manager of the amounts that it agrees to pay to the Line
Manager, together with any comments thereon (if any); and
8.6.2. Inform the Line Manager of the amounts (if any) with which it disagrees,
together with the reasons for such disagreement; and
8.6.3. If applicable, request the Line Manager to submit any additional data,
information and/or documents which NTA considers necessary or required
for it to review, verify and/or evaluate the amounts set forth in the applicable
Payment Request.
8.7. Within five (5) days after receipt of NTA’s aforesaid comments and/or reasons for
disagreement, the Line Manager shall: (i) provide NTA with its response to NTA’s
aforesaid comments and/or reasons for disagreement; and (ii) submit to NTA any
additional data, information and/or documents requested by it as aforesaid.
8.8. By no later than thirty (30) days after the end of the month in which the applicable
Payment Request is submitted, NTA shall: (i) inform the Line Manager of the amounts
set forth in the applicable Payment Request which it disputes (if any); and (ii) pay the
undisputed portion of the amounts set forth in the applicable Payment Request.
8.9. Notwithstanding the foregoing and subject always to NTA’s rights of setoff, any and
all amounts payable to the Line Manager shall be paid:
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8.9.1. Against presentation of an invoice prepared and submitted in accordance with

applicable Laws; and
8.9.2. Into the Line Manager’s bank account in the State of Israel.
8.10. In the event of a dispute between the Parties concerning any Payment Request, any
amount set forth therein or any part or aspect thereof: (i) NTA shall pay the undisputed
portion as aforesaid; and (ii) if the dispute is settled or resolved in favor of the Line
Manager, NTA shall pay the remaining balance (if any) as part of the subsequent
payment to the Line Manager pursuant to the Agreement.
8.11. Notwithstanding any approvals, disapprovals and/or payments by NTA as aforesaid,

the Line Manager shall be and remain obligated and responsible to perform and fulfil
all its obligations and responsibilities under and pursuant to the Agreement.
8.12. Neither the approval by NTA of a Payment Request (in whole or in part) nor any
payment made to the Line Manager pursuant thereto shall: (i) be deemed or construed
as an approval, acceptance or admission by NTA that the Line Manager has complied
with any of its obligations and responsibilities under and pursuant to the Agreement;
or (ii) derogate from any of NTA’s rights, prerogatives, discretions or claims pursuant
to the Agreement and Law.
9. Discretionary Incentive Payments
9.1. In addition to the consideration payable to the Line Manager under this Annex “D”
(Consideration and Terms of Payment) to the Agreement, at the sole discretion of
NTA, the Line Manager may receive certain incentive payments subject to and in
accordance with the following provisions, provided always that:
9.1.1. Nothing in the following provisions is intended or shall be construed as

limiting or derogating from the scope of the Services, nor from the Line
Manager’s obligations and responsibilities under the Agreement (including
Annex “A” (Scope of Services) thereto) or pursuant to Law;
9.1.2. The Line Manager shall not be paid any incentive payment(s) (or any part
thereof) which, in the opinion of NTA, arose or resulted from or were caused
by (whether partially or wholly) any omission, error, breach or default by or
on behalf of the Line Manager, or if the underlying benefit (the amount of the
Contribution (as defined below) or the limiting of the increase(s) to the Initial
Price (as defined below)) could have been greater but for the omission, error,
breach or default by or on behalf of the Line Manager; and
9.1.3. Notwithstanding anything to contrary herein or in the Agreement, any and all
incentive payments pursuant hereto (and any part thereof) shall be entirely
discretionary and the Line Manager shall have no claims, demands or actions
whatsoever against NTA or anyone on its behalf with respect to NTA’s
decision whether or not to: (i) exercise such discretion in favour of the Line
Manager; and/or (iii) pay any incentive payment(s) (or any part thereof); and
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9.1.4. Notwithstanding anything to contrary herein or in the Agreement, the

decision whether the following provisions (or any part of them) will apply
with respect to Project Execution Stage 2 and/or whether any similar or other
incentive payment(s) will be payable with respect to Project Execution Stage
2, shall be at the sole discretion of NTA and the Line Manager shall have no
claims, demands or actions whatsoever against NTA or anyone on its behalf
with respect to NTA’s decision whether or not to: (i) exercise such discretion
in favour of the Line Manager; and/or (iii) pay any incentive payment(s) with
respect to Project Execution Stage 2.
Incentives with respect to Utility Owners and other Authorities:
9.2. Pursuant to the Agreement, the Line Manager is required to undertake the Services
with respect to, inter alia, the arrangement, coordination and reaching of
understandings with Utility Owners and Authorities (such as municipalities, etc.) in
order to facilitate the execution of the Project (including with respect to utilities
diversion/relocation and other infrastructure-related works) (for purposes hereof, the
“Third Party Works”).
9.3. Without derogating from clause 9.1 above, if as the sole and direct result of the actions
of the Line Manager, any one or more Utility Owner and/or other Authority agrees to
bear the costs of the design and/or execution of any Third Party Works (or part thereof)
(a “Contribution”), then the following shall apply:
9.3.1. The Line Manager will be paid an incentive payment equal to three percent
(3%) of the amount of each Contribution (net of VAT), following receipt of
the applicable Contribution by NTA (each, a “Contribution Incentive
Payment”);
9.3.2. The aggregate amount of all Contribution Incentive Payments payable to the
Line Manager (if any) during the Term of the Agreement shall not exceed a
maximum total amount of twenty-five million NIS (NIS 25,000,000); and
9.3.3. Without derogating from the aforesaid requirement that the Contribution shall
be the sole and direct result of the actions of the Line Manager, in no event
shall the Line Manager be entitled to any Contribution Incentive Payment(s)
pursuant or with respect to: (i) any agreement between NTA and any Utility
Owner and/or other Authority entered into at any time prior to the Effective
Date; or (ii) any agreement between NTA and any Utility Owner and/or other
Authority entered into at any time without the involvement of the Line
Manager.
9.4. The Line Manager shall be responsible to monitor, manage, administer and supervise
the collection and recovery of any and all Contributions (if any).
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9.5. Reporting Obligations. Each monthly progress report submitted by the Line Manager
shall include a dedicated section comprehensively detailing and describing: (i) any and
all actions taken by or on behalf of the Line Manager pursuant to clause 9.3 above; (ii)
the outcome and current status of any and all such actions; (iii) any and all other,
additional or related actions which the Line Manager plans or intends to take; (iv) any
and all Contributions agreed to (if any); (v) any and all measures and activities
undertaken by the Line Manager with respect to monitoring, managing, administering
and supervising the collection and recovery of any and all Contributions (if any); (vi)
the outcome and current status of any and all such measures and activities; (vii) any
and all other, additional or related measures and activities which the Line Manager
plans or intends to take; (viii) any Contribution Incentive Payment(s) to which the Line
Manager considers it is entitled (if any); and (ix) any and all other relevant facts, events
and circumstances concerning or in connection with any of the foregoing.
9.6. Terms of Payment. Contribution Incentive Payments (if any) will become payable to
the Line Manager only as follows: (i) all applicable Contribution Incentive Payments
(if any) which are derived from Contributions received by NTA during the scheduled
period of the Development Phase as specified in the Metro Line Reference Schedule
will be paid following the final settlement by NTA of all accounts of all works
contractors with respect to all Advanced Works; and (ii) all applicable Contribution
Incentive Payments (if any) which are derived from Contributions received by NTA
following the scheduled end of the Development Phase as specified in the Metro Line
Reference Schedule will be paid following the final settlement by NTA of all accounts
of all works contractors with respect to all Infra #1 Works and Infra #2 Works.
9.7. Payment of Contribution Incentive Payments (if any) will be made to the Line
Manager in accordance with all applicable provisions of the Agreement (and subject
always to clauses 9.3.2 and 9.3.3 above); provided that, Contribution Incentive
Payments (if any) shall not be linked or adjusted (whether pursuant to clause 7
(Adjustment of Payments) above or otherwise pursuant to the Agreement).
Incentives with respect to Works Contracts:
9.8. Pursuant to the Agreement, the Line Manager is required to undertake the Services
with respect to, inter alia, Infra #1 Works and Infra #2 Works to be designed and/or
executed by works contractors (inter alia pursuant to the applicable procurement
strategy).
9.9. For purposes hereof, “Infra Works Contracts” shall mean Infra #1 Works works
contracts and Infra #2 Works works contracts (and shall exclude any Advanced Works
works contracts and any other works contracts).
9.10. Without derogating from clause 9.1 above, with respect to Infra Works Contracts, the
Line Manager will be paid incentives payments as set forth in the table below (each,
an “Infra Works Contract Incentive Payment”).
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Contract price of the Maximum amount of the Type 1 Incentive Type 2 Incentive Type 3 Incentive Amount of the
applicable Infra Works Infra Works Contract Infra Works
Contract (as at the date of Incentive Payment Amount of Infra Works Contract Amount of Infra Works Amount of Infra Works Contract Incentive
signature thereof by the (“Maximum Incentive”) Incentive Payment if the final Contract Incentive Payment if Contract Incentive Payment if Payment if the
parties thereto) (net of VAT) contract price of the applicable the Final Price is greater than the Final Price is greater than Final Price is
(“Initial Price” or “IP”) Infra Works Contract (net of 105% and less than or equal to 110% and less than or equal to greater than 112%
VAT) (“Final Price” or “FP”) 110% of the Initial Price 112% of the Initial Price of the Initial Price
is less than or equal to 105% of
the Initial Price
Greater than NIS 500 A sum equal to 0.1% of • FP is less than or equal to • FP is less than or equal to • FP is less than or equal to 0
million the applicable IP, 101% of IP: 99% of 106% of IP: 91% of 111% of IP: 68% of
provided that such sum Maximum Incentive. Maximum Incentive. Maximum Incentive.
shall not exceed the
amount of NIS 5 million • FP is less than or equal to • FP is less than or equal to • FP is less than or equal to
(per Infra Works 102% of IP: 98% of 107% of IP: 87% of 112% of IP: 61% of
Contract) Maximum Incentive. Maximum Incentive. Maximum Incentive.
• FP is less than or equal to • FP is less than or equal to
103% of IP: 97% of 108% of IP: 83% of
Maximum Incentive. Maximum Incentive.
104% of IP: 96% of 109% of IP: 79% of
105% of IP: 95% of 110% of IP: 75% of
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Post Publication Revision [1] – Working Draft – For Internal Use Only
9.11. For all purposes hereof, the Final Price (FP) shall be considered and deemed to
exclude: (i) the price/value of any and all NTA-initiated changes and variations to the
scope of works under the applicable Infra Works Contract (which shall be disregarded
for the purpose of calculating the amount of the Final Price); and (ii) any and all
reductions and savings resulting or arising from any and all changes and variations
(whether NTA-initiated or otherwise) to the scope of works under the applicable Infra
Works Contract (which shall be disregarded for the purpose of calculating the amount
of the Final Price).
9.12. Reporting Obligations. In addition to and without derogating from the Line
Manager’s obligation to prepare and submit monthly cost reports pursuant to Annex
“A” (Scope of Services) to the Agreement, each monthly progress report submitted by
the Line Manager shall include a dedicated section that provides a comprehensive,
detailed and fully substantiated cost report with respect to any Infra Works Contract
Incentive Payment(s) to which the Line Manager considers it is entitled (if any).
9.13. Terms of Payment. Each Infra Works Contract Incentive Payment (if any) will be
paid to the Line Manager only following the final settlement by NTA of all accounts
of the Infra Works Contract to which the applicable Infra Works Contract Incentive
Payment relates.
9.14. Payment of Infra Works Contract Incentive Payments (if any) will be made to the Line
Manager in accordance with all applicable provisions of the Agreement; provided that,
Infra Works Contract Incentive Payments (if any) shall not be linked or adjusted
(whether pursuant to clause 7 (Adjustment of Payments) above or otherwise pursuant
to the Agreement).
9.15. Without derogating from the foregoing:
9.15.1. The Infra Works Contract Incentive Payments shall not be paid with respect
to any Infra Works Contract whose Initial Price (IP) is less than or equal to
five hundred million NIS (NIS 500,000,000); and
9.15.2. The Infra Works Contract Incentive Payments shall not be cumulative.
Accordingly, if according to the table above: (i) a Type 2 Incentive may be
paid, then no Type 1 Incentive will be taken into consideration; (ii) a Type 3
Incentive may be paid, then no Type 2 Incentive and no Type 1 Incentive will
be taken into account; and (iii) if the Final Price (FP) is greater than one
hundred and twelve percent (112%) of the Initial Price (IP), then no Infra
Works Contract Incentive Payment will be paid at all.
*****
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Schedule 1 (Core Management Payment Milestones)
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Core Management Payment Milestones and Liquidated Damages (LDs)
M1/M2/M3
Liquidated Damages (“LDs”)
Preparation,
Completion Payment (%
and Owner out of Initial Subject to Months
LD
Code Reference Milestone Description Approval Core LDs from LD LDs Start Date
Reference
Deadline Management (Yes/No) Reference
(Months Lumpsum)
from ED)
Annex “A” (Scope of Services) to

Project Plan
the Agreement
Annex “A” (Scope of Services) to Project Organizational

the Agreement Structure
Annex “A” (Scope of Services) to Design Management Plan

the Agreement (DMP)
PMA1 4 6.00% NO - - -
Project Procurement Strategy
the Agreement
Annex “A” (Scope of Services) to Metro Line Land Acquisition

the Agreement Plan

Project Schedule
the Agreement
Annex “A” (Scope of Services) to Project System Engineering

PMA2 10 6.00% NO - - -
the Agreement and Integration Plan
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Annex “A” (Scope of Services) to Metro Line Operations and

the Agreement Maintenance Plan
Annex “A” (Scope of Services) to Metro Line Permitting

the Agreement Guidelines and Procedures
Annex “A” (Scope of Services) to Metro Line Permits Database

the Agreement - first revision
Annex “A” (Scope of Services) to Requirements and Outcomes

the Agreement - first revision
Annex “A” (Scope of Services) to Project Health, Safety and

the Agreement Wellbeing Plan
Project Quality Management

and Assurance Plan and
the Agreement
System

Construction Logistics Plan
the Agreement
Annex “A” (Scope of Services) to Construction Supervision

the Agreement and Monitoring Plan

Schedule Management Plan
the Agreement

Cost Management Plan
the Agreement

Risk Management Plan
the Agreement

Change Management Plan
the Agreement
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Metro Line Assets

Maintenance Management
the Agreement
Plan

Metro Line ESMS
the Agreement

Social Value Plan
the Agreement
Annex “A” (Scope of Services) to Project Engineering Safety

PMA3 16 8.00% NO - - -
the Agreement Assessment Procedures

Metro Line LVC Plan
the Agreement
Annex “A” (Scope of Services) to Metro Line Business

the Agreement Development Plan
Project Stakeholder
Engagement Strategy and
the Agreement
Plan
Schedule 5 (Metro Line Reference Utilities diversion/relocation

Schedule) to Annex “D” - tender publication for at
PMA4 10 5.60% YES ED 10 ED+10
(Consideration and Terms of least one third (⅓) of the
Payment) to the Agreement Metro Line

PMA5 14 5.60% NO - - -
(Consideration and Terms of least a further one third (⅓)
Payment) to the Agreement of the Metro Line
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Schedule 5 (Metro Line Reference

Schedule) to Annex “D” First HV Substation - tender
PMA6 15 4.00% NO - - -
(Consideration and Terms of publication
Payment) to the Agreement
Intermediate Design in
Annex “A” (Scope of Services) to accordance with Annex “A”
PMA7 16 3.20% YES ED 16 ED+16
the Agreement (Scope of Services) to the
Agreement

Schedule) to Annex “D” Launching Shafts - tender
PMA8 17 3.20% NO - - -

Schedule) to Annex “D” Depot Early Works - tender
PMA9 17 1.60% YES ED 17 ED+17

Utilities diversion/relocation
Schedule) to Annex “D”
PMA10 - tender publication for the 18 5.60% NO - - -
(Consideration and Terms of
remainder of the Metro Line

Infra #1 Works - tender
PMA11 publication for the first 24 8.00% YES ED 24 ED+24
works contract

PMA12 publication for the remainder 32 4.00% NO - - -
of the works contracts
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Schedule) to Annex “D” Completion of all Acoustic
PMA13 32 1.60% NO - - -
(Consideration and Terms of Protection Works

PMA14 publication for all works 33 16.00% YES ED 33 ED+33
contracts

Schedule) to Annex “D” Infra #1 Works - engagement
PMA15 42 4.00% YES PMA11 18 PMA11+18
(Consideration and Terms of of the first works contractor

Completion of all required
PMA16 property and land 48 8.00% NO - - -
expropriation and acquisition

Engagement of last (Infra #1
PMA17 Works/Infra #2 Works) 56 9.60% YES PMA14 23 PMA14+23
contractor
Total 100%
Core Management Payment Milestones and Liquidated Damages (LDs)
M1/M2/M3
Preparation, Payment (%
Completion out of Initial Subject to Months
LD
Code Reference Milestone Description and Owner Core LDs from LD LDs Start Date
Reference
Approval Management (Yes/No) Reference
Deadline Lumpsum)
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(Months
from ED)

Project Plan
the Agreement
Annex “A” (Scope of Services) to Project Organizational
the Agreement Structure
Annex “A” (Scope of Services) to Design Management Plan
the Agreement (DMP)
PMA1 4 6.00% NO - - -
Annex “A” (Scope of Services) to Project Procurement
the Agreement Strategy
Annex “A” (Scope of Services) to Metro Line Land
the Agreement Acquisition Plan
Project Schedule
the Agreement
Annex “A” (Scope of Services) to Project System Engineering
the Agreement and Integration Plan
Annex “A” (Scope of Services) to Metro Line Operations and
the Agreement Maintenance Plan
Annex “A” (Scope of Services) to Metro Line Permitting
the Agreement Guidelines and Procedures
Annex “A” (Scope of Services) to Metro Line Permits
the Agreement Database - first revision
Annex “A” (Scope of Services) to Requirements and Outcomes
PMA2 the Agreement - first revision 10 6.00% NO - - -
Annex “A” (Scope of Services) to Project Health, Safety and
the Agreement Wellbeing Plan
Project Quality Management
and Assurance Plan and
the Agreement
System
Construction Logistics Plan
the Agreement
Annex “A” (Scope of Services) to Construction Supervision
the Agreement and Monitoring Plan
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Schedule Management Plan
the Agreement
Cost Management Plan
the Agreement
Risk Management Plan
the Agreement
Change Management Plan
the Agreement
Metro Line Assets
Maintenance Management
the Agreement
Plan
Metro Line ESMS
the Agreement
Social Value Plan
the Agreement
Annex “A” (Scope of Services) to Project Engineering Safety
PMA3 16 8.00% NO - - -
the Agreement Assessment Procedures
Metro Line LVC Plan
the Agreement
Annex “A” (Scope of Services) to Metro Line Business
the Agreement Development Plan
Project Stakeholder
Engagement Strategy and
the Agreement
Plan

Schedule) to Annex “D” First HV Substation - tender
PMA4 15 4.00% NO - - -
Intermediate Design in
Annex “A” (Scope of Services) to accordance with Annex “A”
PMA5 16 3.20% YES ED 16 ED+16
the Agreement (Scope of Services) to the
Agreement
Schedule 5 (Metro Line Reference Launching Shafts - tender

PMA6 17 3.20% NO - - -
Schedule) to Annex “D” publication
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Schedule) to Annex “D” Depot Early Works - tender
PMA7 17 1.60% YES ED 17 ED+17
PMA8 18 5.60% YES ED 18 ED+18
(Consideration and Terms of least one third (⅓) of the
Payment) to the Agreement Metro Line
PMA9 22 5.60% NO - - -
(Consideration and Terms of least a further one third (⅓)
Payment) to the Agreement of the Metro Line
PMA10 publication for the first 24 8.00% YES ED 24 ED+24
works contract
Utilities diversion/relocation
PMA11 - tender publication for the 26 5.60% NO - - -
remainder of the Metro Line
Schedule 5 (Metro Line Reference Infra #1 Works - tender
Schedule) to Annex “D” publication for the
PMA12 32 4.00% NO - - -
(Consideration and Terms of remainder of the works
Payment) to the Agreement contracts
Schedule) to Annex “D” Completion of all Acoustic
PMA13 32 1.60% NO - - -
(Consideration and Terms of Protection Works
PMA14 publication for all works 33 16.00% YES ED 33 ED+33
contracts
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Infra #1 Works -
PMA15 engagement of the first 42 4.00% YES PMA10 18 PMA10+18
works contractor
Schedule 5 (Metro Line Reference Completion of all required
Schedule) to Annex “D” property and land
PMA16 48 8.00% NO - - -
(Consideration and Terms of expropriation and
Payment) to the Agreement acquisition
Engagement of last (Infra #1
PMA17 Works/Infra #2 Works) 56 9.60% YES PMA14 23 PMA14+23
contractor
Total 100%
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Schedule 2 (Two-Year Sub-Period Core Management Payment Milestones) 5
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Two-Year Sub-Period Core Management Payment Milestones and Liquidated Damages (LDs)
M1/M2/M3
Preparation,
Payment (%
Completion
out of Initial
and Months
Two-Year Sub- Subject to LD LDs Start
Code Reference Milestone Description Approval from LD
Period Core LDs (Yes/No) Reference Date
Deadline Reference
Management
(Months
Lumpsum)
from ED)
Approval of detailed design for the

PMA18 - 57 7.00% YES PMA15 15 PMA15+15
first Infra #1 Works works contract
PMA19 - Launching first TBM 66 5.00% YES PMA15 24 PMA15+24
Handover of depot buildings

PMA20 - structures to LVC works contractor 67 3.00% NO - - -
(if applicable**)
Approval of entire Infra #2 Works

PMA21 - 80 10.00% YES PMA17 24 PMA17+24
detailed design
Handover of twenty percent (20%) of

the Stations in the Metro Line from
PMA22 - the Infra #1 Works works 88 9.00% YES PMA15 46 PMA15+46
contractor(s) to the Infra #2 Works
works contractor(s)
Approval of entire Infra #2 Works

PMA23 - 92 4.00% YES PMA17 36 PMA17+36
“for construction” design
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Completion of depot buildings

PMA24 - structures (excluding systems and 93 3.00% NO - - -
MEP)
PMA25 - Arrival of first train at the depot 98 2.00% YES PMA17 42 PMA17+42
Handover of the remainder of the

Stations in the Metro Line from the
PMA26 - Infra #1 Works works contractor(s) to 102 6.00% YES PMA17 46 PMA17+46
the Infra #2 Works works
contractor(s)
Completion of all underground works

(excluding at-grade works) included
PMA27 - 102 5.00% YES PMA15 60 PMA15+60
in the first Infra #1 Works works
contract
Completion of all tracks required for

Partial Operation (as defined in
PMA28 - 106 3.00% YES PMA17 50 PMA17+50
Annex “A” (Scope of Services) to the
Agreement)
Arrival of at least ten (10) trains at

PMA29 - 106 2.00% NO - - -
the depot
Energization required for Partial

Operation (as defined in Annex “A”
PMA30 - 110 2.00% NO - - -
(Scope of Services) to the
Agreement)
Commencement of testing and

Schedule 5 (Metro Line
commissioning (T&C) required for
Reference Schedule) to Annex
PMA31 Partial Operation (as defined in 116 6.00% YES PMA17 60 PMA17+60
“D” (Consideration and Terms of
Annex “A” (Scope of Services) to the
Agreement)
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Annex “A” (Scope of Services) to Metro Line Operations Phase

PMA32 120 2.00% NO - - -
the Agreement Management Plan

Commencement of Partial Operation
Reference Schedule) to Annex
PMA33 (as defined in Annex “A” (Scope of 127 15.00% YES PMA17 71 PMA17+71
“D” (Consideration and Terms of
Services) to the Agreement)
Commencement of testing and

Schedule 5 (Metro Line commissioning (T&C) required for
Reference Schedule) to Annex full commercial operation of Project
PMA34 144 6.00% YES PMA17 88 PMA17+88
“D” (Consideration and Terms of Execution Stage 1 (as defined in
Payment) to the Agreement Annex “A” (Scope of Services) to the
Agreement)
Schedule 5 (Metro Line Commencement of full commercial

Reference Schedule) to Annex operation of Project Execution Stage
PMA35 160 10.00% YES PMA17 104 PMA17+104
“D” (Consideration and Terms of 1 (as defined in Annex “A” (Scope of
Payment) to the Agreement Services) to the Agreement)
Total 100.00%
** If Payment Milestone PMA20 (Handover of depot buildings structures to LVC works contractor) is not applicable, its payment percentage (%) will be
transferred to and combined with Payment Milestone PMA33 (Commencement of Partial Operation)
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Schedule 3 (Delivery Phase Construction Management Payment Milestones) 6
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Delivery Phase Construction Management Payment Milestones and Liquidated Damages

(LDs)
M1/M2/M3
Infra #1 Works Milestone Payments per each Infra #1 Works Management Sub-Team (D1i*) Liquidated Damages (“LDs”)
Preparation,
Completion and Payment (%
Owner Approval out of Initial
Subject Months
Deadline (Months D1i Infra #1
Code Reference Milestone Description to LDs LD Reference from LD LDs Start Date
from engagement of Works
(Yes/No) Reference
the applicable Infra #1 Management
Works Management Services)
Sub-Team D1i)
Engagement of Engagement of
Approval of detailed design
the D1i Infra #1 the D1i Infra #1
PMD1i - for the D1i Infra #1 Works 15 15% YES 15
Works works Works works
works contract
contractor contractor+15
PMD2i - Launching first TBM 24 15% YES 24
Handover of the D1i Stations

in the Metro Line from the
PMD3i - Infra #1 Works works 46 34% YES 46
contractor(s) to the Infra #2
Works works contractor(s)
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Completion of all
underground works
PMD4i - (excluding at-grade works) 60 36% YES 60
included in the D1i Infra #1
Works works contract
Total 100%
* i = the number of the applicable Infra #1 Works Management Sub-Team, i.e. per D11, D12, D13, D14, D15 (for example, if i = 1, then it is a reference to Infra
#1 Works Management Sub-Team “D11”)
Infra #2 Works Milestone Payments Liquidated Damages (“LDs”)
Preparation, Payment (%
Completion and out of Initial
Approval Deadline Infra #2 Subject Months
Code Reference Milestone Description (Months from Works to LDs LD Reference from LD LDs Start Date
Engagement of the D2 Management (Yes/No) Reference
Infra #2 Works works Services
contractors) Lumpsum)
Approval of entire Infra #2 the D2 Infra #2 the D2 Infra #2
PMD5 - 24 10% YES 24
Works detailed design Works works Works works
contractors contractors+24
Approval of entire Infra #2

PMD6 - Works “for construction” 36 5% NO - - -
design
Completion of depot
buildings structures
PMD7 - 37 5% NO - - -
(excluding systems and
MEP)
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Arrival of first train at the

PMD8 - 42 10% NO
depot
Completion of all tracks

required for Partial
PMD9 - Operation (as defined in 50 15% NO
Annex “A” (Scope of
Arrival of at least ten (10)

PMD10 - 50 10% NO - - -
trains at the depot
Energization required for

Partial Operation (as defined
PMD11 - 54 10% NO - - -
in Annex “A” (Scope of
Commencement of testing
and commissioning (T&C)
Reference Schedule) to
required for Partial
PMD12 Annex “D” (Consideration 60 15% NO
Operation (as defined in
and Terms of Payment) to
the Agreement

Commencement of Partial
Operation (as defined in
the Agreement
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Commencement of testing
and commissioning (T&C)
required for full commercial
operation of Project
Execution Stage 1 (as
defined in Annex “A”
the Agreement
Agreement)
Commencement of full
commercial operation of
Project Execution Stage 1
(as defined in Annex “A”
the Agreement
Agreement)
Total 100%
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Schedule 4 (Design and Supervision Services Payment Milestones) 7
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Design and Supervision Services Payment Milestones and Liquidated Damages (LDs)
M1/M2/M3
Payment Milestones
Milestone Percentage Total Percentage

Cluster Cluster Description Sub-Cluster Milestone Description out of Design and out of Design and
Supervision Price Supervision Price
Approval of Project Design (as such term is defined

1 Project Design in Annex “A” (Scope of Services) to the 5.00% 5.00%
Agreement)
Alignment Enabling Works
Approval of detailed design for utilities

2.1.1 diversion/relocation for at least one third (⅓) of the 2.50%
Metro Line
2.1 Approval of detailed design for utilities

2.1.2 diversion/relocation for at least a further one third 2.50%
(⅓) of the Metro Line
Detailed Design -
2 Approval of detailed design for utilities 17.50%
Advanced Works
2.1.3 diversion/relocation for the remainder of the Metro 2.50%
Line
2.2 Approval of detailed design for Launching Shafts 2.50%
2.3 Approval of detailed design for Depot Early Works 2.50%
HV Substations* 5%
2.4
2.4.1 Approval of detailed design for first HV Substation
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Approval of detailed design for the remainder of the

2.4.2
HV Substations
Approval of Metro Line Reference Design and

Performance Specifications (as defined in Annex
3.1 7.50%
“A” (Scope of Services) to the Agreement) for first
Infra #1 Works works contract

3.2 7.50%
“A” (Scope of Services) to the Agreement) for
second Infra #1 Works works contract
Metro Line Reference Approval of Metro Line Reference Design and

Design and Performance Performance Specifications (as defined in Annex
3 3.3 7.50% 37.50%
Specifications - Infra #1 “A” (Scope of Services) to the Agreement) for third
Works Infra #1 Works works contract

3.4 7.50%
“A” (Scope of Services) to the Agreement) for
fourth Infra #1 Works works contract

3.5 7.50%
“A” (Scope of Services) to the Agreement) for the
remainder of the Infra #1 Works works contracts
Metro Line Reference Approval of Metro Line Reference Design and

Design and Performance Performance Specifications (as defined in Annex
4 40.00% 40.00%
Specifications - Infra #2 “A” (Scope of Services) to the Agreement) for
Works entire Infra #2 Works
*The percentages will be divided equally according to the actual

Total 100.00%
number of HV Substations on the specific Metro Line
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Cluster 1
Sub-Milestone
Percentage (of total
Description Milestone) out of Cluster Subject to LDs (Yes/No)
(for each Cluster 1
1 value
Milestone)
Approval of Gateway 1 (as referred to in Annex “A” (Scope of Services) to the

1 10050.00% YESNO
Agreement)Project Design

2 50.00% YES
Agreement)
Total 100.00%
Cluster 2
Sub-Milestone
Description Milestone) out of each Subject to LDs (Yes/No)
(for each Cluster 2
Sub-Cluster 2 value
Milestone)

1 10.00% NO
Agreement)

2 10.00% NO
Agreement)

3 30.00% YES
Agreement)
Completion of all material for tender publication and submission of all applicable
4 10.00% NO
material to the Ministry of Transport monitoring company
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5 Publication of all tender documents 8.00% YES
6 Completion of all tender processes including announcement of successful bidder 5.00% NO
Completion of verification and checking of applicable Designs of Others (as

7 25.00% NO
defined in Annex “A” (Scope of Services) to the Agreement)
8 Completion and handover of applicable works to the Owner 2.00% NO
Total 100.00%
Cluster 3

Sub-Milestone Description Milestone) out of each Subject to LDs (Yes/No)
Sub-Cluster 3 value
(for each Cluster 3

Milestone)

1 10.00% NO
Agreement)

2 15.00% NO
Agreement)

3 12.00% YES
Agreement)
4 10.00% NO
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Completion of verification and checking of detailed designs of applicable Designs

7 13.00% NO
of Others (as defined in Annex “A” (Scope of Services) to the Agreement)
Completion of verification and checking of “for construction” designs of applicable

8 13.00% NO
Designs of Others (as defined in Annex “A” (Scope of Services) to the Agreement)
9 Completion and handover of applicable works to the Owner 2.00% NO
Total 100.00%
Cluster 4
Sub-Milestone
Description Milestone) out of Cluster Subject to LDs (Yes/No)
(for each Cluster 4
4 value
Milestone)

1 13.00% NO
Agreement)

2 15.00% NO
Agreement)
Approval of preliminary RAM targets, system safety plan and preliminary hazard
3 2.00% NO
analysis (PHA) by Owner and Independent Safety Assessor (ISA)

4 15.00% YES
Agreement)
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5 10.00% NO
Completion of verification and checking of detailed designs of applicable Designs

8 13.00% NO
of Others (as defined in Annex “A” (Scope of Services) to the Agreement)
Completion of verification and checking of “for construction” designs of applicable

9 10.00% NO
Designs of Others (as defined in Annex “A” (Scope of Services) to the Agreement)
10 Approval of the Safety Case for the Metro Line by the Owner and the ISA 5.00% NO
Commencement of full commercial operation of Project Execution Stage 1 (as

11 2.00% NO
defined in Annex “A” (Scope of Services) to the Agreement)
Total 100.00%
M1/M2/M3 LDs
Months from LD
Code LD Cluster Sub-Cluster Sub-Milestone LD Reference LDs Start Date
Reference
LDB1 1 - 2- ED 616 ED+616
3 ED 715 ED+715
LDB2 2.1.1
2 5 ED 1018 ED+1018
LDB3 2.1.2 3 ED 1019 ED+1019
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5 ED 1422 ED+1422
3 ED 1423 ED+1423
LDB4 2.1.3
5 ED 1826 ED+1826
3 ED 14 ED+14
LDB5 2.2
5 ED 17 ED+17
3 ED 14 ED+14
LDB6 2.3
5 ED 17 ED+17
3 ED 612 ED+612
LDB7 2.4.1
5 ED 915 ED+915
3 ED 1115 ED+1115
LDB8** 2.4.2
5 ED 1418 ED+1418
3 ED 2023 ED+2023
LDB9 3.1
5 ED 2124 ED+2124
3 ED 2225 ED+2225
LDB10 3.2
3 5 ED 2326 ED+2326
3 ED 2427 ED+2427
LDB11 3.3
5 ED 2528 ED+2528
LDB12 3.4 3 ED 2529 ED+2529
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5 ED 2630 ED+2630
3 ED 2731 ED+2731
LDB13 3.5
5 ED 2832 ED+2832
4 ED 32 ED+32
LDB14 4 -
6 ED 33 ED+33
**If there is not more than one HV Substation for the Metro Line,
this LD will be inapplicable
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Schedule 5 (Metro Line Reference Schedule) 8
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Schedule 5A (Metro Line Reference Schedule – Scheduled Maximum Durations)
Core Management Services (Category A) 9
Scheduled Maximum
Metro Line Period
Duration (months)
Initial Core Management Lumpsum 4956

M1
Sub-Period Core Management Lumpsums 88104

M2

M3
Advanced Works Management Services During the Development Phase (Category C)
Scheduled
Maximum
Team Period
Duration
(months)
Alignment Enabling Works Management

Sub-Teams Alignment Enabling Works Management
36
Services
(Category C11, C12 and C13)
Depot Early Works Management Sub-

Team Depot Early Works Management Services 48
(Category C2)
Launching Shafts Works Management

Sub-Team Launching Shafts Works Management
24
Services
(Category C3)
HV Substation Works Management Sub-

Team(s) HV Substation Works Management
40
Services
(Category C4x)
Acoustic Protection Works Management

Sub-Teams Acoustic Protection Works Management
28
Services
(Category C51 and C52)
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Construction Management Services During the Delivery Phase (Category D) 10
Scheduled Maximum
Duration (months)
Team Period according to Schedule 5
(Metro Line Reference
Schedule)
Batch 1 Until the award of

the first Infra #1 Works 12+48=60
works contract
Infra #1 Works Management Sub-
Teams Batch 2 Following the
(Category D11, D12, D13, D14 and D15) award of the first Infra #1
Works works contract until 48
completion of all Infra #1
Works
Batch 1 Until the award of 24+49+15=78

the first Infra #2 Works
works contract 24+64+16=104 11
Batch 2 Following the

award of the first Infra #2
Works works contract until
Infra #2 Works Management Sub-Team
the start of testing and
(Category D2) commissioning for Project
4964 12
Execution Stage 1
15
Testing and commissioning
for Project Execution Stage
1 until commencement of
full commercial operation
thereof
10 Per Addendum No. 2 dated August 14, 2022.

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Schedule 6 (Design and Supervision Price) 13
13 Per Addendum No. 7 dated October 24, 2022.
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Adjusted M1 M2 M3
Basic Unit M1 M2 M3
No. Clause Assignment Unit Unit Price Cost Cost Cost
Price (NIS) Quantity# Quantity# Quantity#
(NIS)* (NIS)* (NIS)* (NIS)*
Complete preliminary
and final Design
(“Initial Design” and
“Intermediate Design”)
1 a required for the Project Com. 49,5000,000 15 ____ 1 ____ 10 16 ____ 10 17 ____
as a whole (Project
Execution Stage 1 and
Project Execution Stage
2) for M1 14
18Complete preliminary
and final Design
(“Initial Design” and
“Intermediate Design”)
b required for the Project Com. 4,500,000 ____ 0 ____ 1 ____ 1 ____
as a whole (Project
Execution Stage 1 and
Project Execution Stage
2) for M2 or M3

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Adjusted M1 M2 M3
Basic Unit M1 M2 M3
2 Design Activities
Detailed Design,
including BoQ, of
utilities
a diversion/relocation in Unit 470,000 ____ 24 ____ 26 ____ 19 ____
urban areas, per element
(station, crossover,
pocket track, shaft)
Detailed Design of
major drainage
b infrastructure Unit 700,000 ____ 5 ____ 5 ____ 5 ____
(drainageculverts,
etc.) 19
Detailed Design,
including BoQ, of
utilities
diversion/relocation in
cb Unit 380,000 ____ 6 ____ 3 ____ 6 ____
interurban areas, per
element (station,
crossover, pocket track,
shaft)
#1880161 Page 73 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3
Detailed Design,
dc including BoQ, of Unit 11,20066,000 ____ 5 ____ 3 ____ 8 ____
Launching Shafts
Detailed Design,
ed including BoQ, of Unit 7,20021,000 ____ 1 ____ 1 ____ 1 ____
Depot Early Works
Metro Line Reference

Design and
fe Performance Station 700,000 ____ 0 ____ 1 ____ 0 ____
Specifications of at-
grade stations

Design and
Performance
Specifications of Infra
#1 Works for
gf underground stations, Station 11,800,000 ____ 13 ____ 11 ____ 12 ____
excluding interfaces to
building(s)oversite
development(s)
(buildings) above the
stations 20
#1880161 Page 74 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
#1 Works for
hg underground stations, Station 13,5080,000 ____ 2 ____ 9 ____ 2 ____
including interfaces to
building(s)oversite
development(s)
(buildings) above
stations 21

Design and
Performance
ih Specifications of Unit 9,1060,000 ____ 6 ____ 6 ____ 5 ____
operational elements
(chamber, crossover,
shaft)
#1880161 Page 75 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
#1 Works for Hashalom
ji transfer station Station 34,200,000 ____ 1 ____ 0 ____ 0 ____
(including common
infrastructure and
platforms, integration
between Metro Lines,
etc.)
#1880161 Page 76 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
Specifications of for
Glilot transfer
station/Kfar, Ganim
transfer
kj station/Yoseftal, Holon Station 20,500,000 ____ 1 ____ 0 ____ 3 ____
transfer station/Bikat
uno transfer station (in
each case, including
common infrastructure
and platforms,
integration between
Metro Lines, etc.) 22
#1880161 Page 77 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
#1 Works for
lk Station 14,500,000 ____ 3 ____ 0 ____ 0 ____
Arlozorov/Holon
junction/Hahagana
station with interface
with Transportation
Hub

Design and
Performance
Km
ml Specifications of 1 km 3,5708,000 ____ 28 ____ 26.5 ____ 24 ____
tunnel
of twin tunnels section
including all structural
elements

Design and
Performance
Km
nm Specifications of 1 km 1,660,000 ____ 0 ____ 0 ____ 0 ____
tunnel
of tunnel section
including all structural
elements
#1880161 Page 78 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
Specifications of
on Rishonim Depot Depot 18,400,000 ____ 0 ____ 0 ____ 0 ____
including portal and
shaft, excluding urban
development above the
Depot

Design and
Performance
Specifications of
po Sgula/Or Yehuda Depot Depot 14,700,000 ____ 0 ____ 1 ____ 1 ____
shaft, excluding urban
Depot
#1880161 Page 79 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
Specifications of Kfar
qp Saba Depot including Depot 11,1000,000 ____ 0 ____ 0 ____ 0 ____
portal and shaft,
excluding urban
Depot

Design and
Performance
Specifications of
Rishonim Depot
rq Depot 27,300,000 ____ 1 ____ 0 ____ 0 ____
shaft and also including
interface to the urban
Depot
#1880161 Page 80 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
Specifications of Sgula
sr Depot including portal Depot 32,900,000 ____ 0 ____ 1 ____ 0 ____
and shaft and also
including interface to
the urban development
above the Depot

Design and
Performance
#1 Works for track
t Interchange 34,3200,000 ____ 2 ____ 0 ____ 1 ____
interchanges - Ramat
Eliyahu / Ramat
Hasharon / M3 Depot
interchange / Rishonim
track interchange

Design and
Performance
u Terminus 27,000,000 ____ 0 ____ 1 ____ 0 ____
#1 Works for Wolfson
Terminus
#1880161 Page 81 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
v Specifications of Infra Terminus 23,530,000 ____ 0 ____ 0 ____ 0 ____
#1 Works for Kaplan
Terminus and Park &
Ride

Design and
Performance
w Terminus 16,000,000 ____ 21 23 ____ 0 ____ 21 24 ____
#1 Works of all other
termini

Design and
Performance Pocket
x 17,900,000 ____ 2 ____ 1 ____ 1 ____
Specifications of Infra track
#1 Works for pocket
tracks
Detailed Design,
y including BoQ, of HV Unit 4,830,000 ____ 3 ____ 1 ____ 2 ____
Substations

#1880161 Page 82 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3
3 Infra #2 Works Design Activities

Design and
Performance
Specifications for fit
out, rail systems and
non-rail systems,
excluding rolling stock
and signaling and train
a Com. 54,000,000 ____ 0 ____ 0 ____ 0 ____
control systems, for one
(1) Metro LineMetro
Line Reference Design
and Performance
Specifications for Infra
#2 Works excluding
rolling stock and
signalling packages
#1880161 Page 83 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
non-rail systems,
control systems, for two
97111,2500,00
b (2) Metro Lines (either Com. ____ 01 ____ 01 ____ 01 ____
0
M1 and M2, or M1 and
M3, or M2 and
M3)Metro Line
Reference Design and
Performance
#2 Works including
rolling stock and
signalling packages
#1880161 Page 84 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
non-rail systems,
c Com. 25 54,000,000 ____ 0 ____ 0 ____ 0 ____
control systems,
designed by the line
manager of one of the
other Metro Lines
#1880161 Page 85 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
non-rail systems,
including rolling stock
11133,5900,00
dc and signaling and train Com. ____ 10 ____ 10 ____ 10 ____
0
control systems, for one
(1) Metro Line Metro
Line Reference Design
and Performance
#2 Works for rolling
stock package
#1880161 Page 86 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
non-rail systems,
control systems, for two 20015,7000,00
ed Com. ____ 0 ____ 0 ____ 0 ____
(2) Metro Lines (either 0
M3, or M2 and
M3)Metro Line
Reference Design and
Performance
#2 Works for signalling
package
#1880161 Page 87 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
non-rail systems,
f Com. 11,150,000 ____ 0 ____ 0 ____ 0 ____
control systems,
other Metro Lines

Design and
g Performance Com. 30,000,000 ____ 0 ____ 0 ____ 0 ____
Specifications for fit out
for one (1) Metro Line

Design and
Performance
Specifications for fit out
h Com. 55,000,000 ____ 0 ____ 0 ____ 0 ____
for two (2) Metro Lines
(either M1 and M2, or
M3)
#1880161 Page 88 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
i Specifications for fit out Com. 5,500,000 ____ 0 ____ 0 ____ 0 ____
other Metro Lines

Design and
Performance
j Com. 30,510,000 ____ 0 ____ 0 ____ 0 ____
Specifications for
rolling stock for one (1)
Metro Line

Design and
Performance
Specifications for
k Com. 33,900,000 ____ 0 ____ 0 ____ 0 ____
rolling stock for two (2)
Metro Lines (either M1
and M2, or M1 and M3,
or M2 and M3)
#1880161 Page 89 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
Specifications for
l Com. 3,390,000 ____ 0 ____ 0 ____ 0 ____
rolling stock designed
by the line manager of
one of the other Metro
Lines

Design and
Performance
m Specifications for Com. 13,500,000 ____ 0 ____ 0 ____ 0 ____
signaling and train
control systems for one
(1) Metro Line

Design and
Performance
Specifications for
n signaling and train Com. 15,000,000 ____ 0 ____ 0 ____ 0 ____
control systems for two
(2) Metro Lines (either
M3, or M2 and M3)
#1880161 Page 90 of 91
Tender No. 478/2021
Adjusted M1 M2 M3
Basic Unit M1 M2 M3

Design and
Performance
Specifications for
o signaling and train Com. 1,500,000 ____ 0 ____ 0 ____ 0 ____
control systems
other Metro Lines
Total ____ ____ ____

*To be completed in accordance with Line Manager’s Bid (as calculated and determined pursuant to Tender Form “18” – Price Proposal).
# Without derogating from Section 9.2 (Post Award Requirements – Preconditions for the Execution of the Agreement) of the ITB.
#1880161 Page 91 of 91

Annex "D" (Consideration and Terms of Payment) - Post Publication Revision (1) (08.12.2022)

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Annex "D" (Consideration and Terms of Payment) - Post Publication Revision (1) (08.12.2022)

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Tender No.

Annex “D” (Consideration and Terms of Payment)

1.3. Without derogating from the foregoing:

2. Consideration for Core Management Services (Category A)

Initial Core Management Lumpsum:

2.3.2. The Line Manager’s entitlement to payment of the Core Management

Reduction of Payments – Example Only

Grade (based on Schedule of Rates) L5

Monthly Rate (based on Schedule of Rates) 20,000 NIS

Development Phase remaining duration 24 Months

Total Amount of the Reduction 480,000 NIS

Sub-Period Core Management Lumpsums:

2.9. For purposes hereof:

2.9.1. “Sub-Period Commencement” shall mean the earlier to occur of the

2.9.4. “Sub-Period” shall mean a One-Year Sub-Period or a Two-Year Sub-Period,

2.11.3. The proposed organizational structure, functions and resources (including

2.12. For purposes hereof:

2.12.1. “Sub-Period Core Management Lumpsum” shall mean the lumpsum

2.12.2. “Two-Year Sub-Period Core Management Lumpsum” shall mean each

2.12.3. “One-Year Sub-Period Core Management Lumpsum” shall mean each

Two-Year Sub-Period Core Management Lumpsum

2.16.2. The respective remaining portion(s) (percentage(s)) of the partly completed

Adjustment of Two-Year Sub-Period Milestone Payments - Example Only

First Two-Year Sub-Period

Two-Year Sub-Period Core Management Lumpsum 100,000,000 NIS

Retainer portion 70%

Total Monthly Unit

Two-Year Sub-Period Monthly Retainer 70,000,000 2,916,667 NIS

Two-Year Sub-Period Milestone Payments 30,000,000 NIS

Milestones Portion Amount Unit

A 10% 3,000,000 NIS

Second Two-Year Sub-Period

Two-Year Sub-Period Core Management Lumpsum 198,000,000 NIS

Retainer portion 70%

Total Monthly Unit

Two-Year Sub-Period Monthly Retainer 138,600,000 5,775,000.00 NIS

Two-Year Sub-Period Milestone Payments 59,400,000 NIS

First Two-Year Sub-Period Second Two-Year Sub-Period

One-Year Sub-Period Core Management Lumpsum

2.19. One-Year Sub-Period Monthly Retainer. Each One-Year Sub-Period Core

3. Consideration for Design and Supervision Services (Category B)

1 Per Addendum No. 10 dated 17 November, 2022.

4.2. For purposes hereof:

4.3. For purposes hereof, “Alignment Enabling Works Annual Management

4.8. Payment upon Completion of Alignment Enabling Works. Notwithstanding clause

Depot Early Works Annual Management Lumpsum (Category C2):

Launching Shafts Works Annual Management Lumpsum (Category C3):

HV Substation Works Annual Management Lumpsum (Category C4x):

4.21. For purposes hereof, “Acoustic Protection Works Annual Management

5. Consideration for Construction Management Services During the Delivery Phase

5.2. For purposes hereof:

5.2.1. “Delivery Phase Construction Management Services Price” shall mean

5.2.2. “Delivery Phase Construction Management Services” shall mean,

Batch 1-Infra #1 Works Annual Management Services Lumpsum

Batch 1 + Batch 2-Infra #1 Works Annual Management Services Lumpsum

Infra #1 Works Milestone Payments

5.15.2. The respective remaining portion(s) (percentage(s)) of the partly completed

5.12.5.21. Prolongation. If, in the following cumulative circumstances, the duration of

5.12.2.1.5.21.2.1. The applicable period of Pprolongation beyond the

5.12.2.2.5.21.2.2. The Line Manager, notwithstanding its best efforts,

5.13.3. The proposed organizational structure, functions and resources (including

Infra #2 Works Annual Management Services Lumpsum (Category D2):

5.18.5.22. For purposes hereof:,