CONSULTANCY AGREEMENT

BETWEEN

China Communications Construction Company Ltd.

AND

A1 İnşaat Architecture Engineering ind. & trade ltd. co.

FOR

Engineering Design and Consultancy Services for Passenger

Terminals & Support Facility Buildings at Jinka,
Kombolcha, Shire, Robe, Gode, Nekemte & Dembidollo
Airports Design and Build Project

Contract No.:
May 2021
 Contents

CONTENTS
Agreement

General Conditions

Particular Conditions

Appendix -1: Scope of Services

Appendix -2: Time Schedule for Services

Appendix -3: Remuneration and Payment

Appendix -4: Standard Terms of Compliance Protection

Appendix -5: Letter of Compliance Undertaking on

Subcontracting

Appendix -6: The Employer’s Requirements

Consultant Proposal

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 Agreement

Agreement
This Agreement dated this day of , 2021 made between China Communications
Construction Company Ltd. having its registered address at Building A, No. 85,
Deshengmenwai Street, Beijing, China-100088 (hereinafter called “the Client”) of the
one part,

And

A1 İnşaat Architecture Engineering ind. & trade ltd. co. a company incorporated in the
Government of Turkey having its registered address at Mebusevleri neighborhood.

Şerefli Sokak No: 29/3 06570-Çankaya / ANKARA Tel: +90 312 222 4463 Fax: +90
312 212 1184 (hereinafter called “the Consultant”) of the other part.

Whereas, the Client has entered into the Contract for Design and Construction of
Passenger Terminals & Support Facility Buildings at Jinka, Kombolcha, Shire, Robe,
Gode, Nekemte & Dembidollo Airports (hereinafter referred as “the Project”) with
Ethiopian Airlines Group (hereinafter referred as “the Employer”)

Whereas, the Client desires that the Consultant to provide certain Consulting Services,
namely Engineering Design and Consultancy Services for the Project, and the Client has
also accepted a proposal by the Consultant for the performance of such Services.

NOW IT IS HEREBY AGREED BETWEEN THE PARTIES as follows:

1. In this Agreement words and expressions shall have the same meaning as are
respectively assigned to them in Clause 1.1 of the General Conditions except when
the context otherwise requires.

2. This Agreement shall be in conjunction with the following documents:

(a) This Agreement;

(b) General Conditions and Particular Conditions;

(c) Consultant Proposal;

(d) Appendices, including:

Appendix 1– Scope of Services

Appendix 2– Time Schedule for Services

Appendix 3– Remuneration and Payment

Appendix 4– Standard Terms of Compliance Protection

Appendix 5– Letter of Compliance Undertaking on Subcontracting

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 Agreement

Appendix 6– The Employer’s Requirements

(e) Other documents entered into by both parties, if any.

3. The Consultant has agreed to provide such services to the Client pursuant to the terms
and conditions contained herein and subject to payment to them by the Client of the
fees and other payments in accordance with this Agreement.

4. Time for Completion: as per the Time Frame advised by the Consultant’s Proposal
and agreed by the Client.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year stated above.

AUTHORISED SIGNATURE OF CLIENT AUTHORISED SIGNATURE OF CONSULTANT

Signature: ___________________________ Signature: _____________________________

Name: ______________________________ Name: ________________________________

Designation: Designation:

__________________

In the presence of: In the presence of:

Signature: ___________________________ Signature: _____________________________

Name of Witness:_____________________ Name of Witness:_ ___

Designation: Designation:

______________ _ ______________

Date:_______________________________ Date:__________________________________

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 Agreement

General Conditions of the Contract

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 Particular Conditions

General Conditions
1 General Provisions
1.1 Definition
The following words and expressions shall have the meanings assigned to them
except where the context otherwise requires:
1.1.1 “Agreement” means the Conditions of this Memorandum of Agreement,
General Conditions, particular Conditions together with the Appendix
including Scope of Services, Remuneration and Payment and Time
Schedule for Services, and any letters of offer and acceptance, or otherwise
as specified in the Particular Conditions.
1.1.2 “Client” means the Party named in the Agreement, who employs the
Consultant, and legal successors to the Client and permitted assigned.
1.1.3 “Consultant” means the professional firm named in the Agreement, who is
employed by the Client to perform the Services and legal successors to the
Consultant and permitted assigned.
1.1.4 “Party” means either the Client or the Consultant and “Parties” means both
of them. “Third party” means any other person or entity as the context
requires.
1.1.5 “Project” means the project named in the Particular Conditions for which
the Services are to be provided.
1.1.6 “Services” means the services defined in Appendix 1-Scope of Services, to
be performed by the Consultant in accordance with the Agreement.
1.1.7 “Country” means the country in which the Project is located.
1.1.8 “Commencement Date” means the date stated in the Particular Conditions.
1.1.9 “Time for Completion” means the time period stated for this purpose in the
Particular Agreement.
1.1.10 “day” means a calendar day and “year” means 365 days.
1.1.11 “Local Currency” (LC) means the currency of the Country and “Foreign
Currency” (FC) means any other currency.
1.2 Interpretation
1.2.1 The index, marginal notes or headings in any documents forming part of
this Agreement shall not in any way vary, limit or extend the interpretation
of this Agreement.
1.2.2 Words and expressions in the singular include the plural and words and
expressions in the plural include the singular where the context so implies.
1.2.3 The documents forming this Agreement are to be taken as mutually

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 Particular Conditions

explanatory of one another. In event of any discrepancy between these

documents, the documents shall be read with the following priority:
(a) The Agreement and amendments to the Agreement entered by both
parties, if any;
(b) Letter of Acceptance by the Client, if any;
(c) Particular Conditions;
(d) General Conditions;
(e) Consultant Proposal
(f) The Appendices;
(g) Other documents agreed by both parties in respect of the Project.
1.2.4 Words indicating one gender include all genders.
1.3 Communications
1.3.1 Whenever provision is made for issuance of any notice, instructions or other
communications by either party, except otherwise specified such
communication shall be in writing in the language stated in the Particular
Conditions and shall not be unreasonably withheld or delayed.
1.4 Law and Language
1.4.1 The Particular Conditions state the language or languages of the Agreement,
the ruling language and the law which is to govern the Agreement.
1.5 Changes in Legislation
1.5.1 If after the date of this Agreement the cost or duration of the Services is
altered as a result of changes in or additions to the laws or regulations in the
country in which the services are required by the Client to be performed,
Time for Completion may be adjusted and additional cost needs to be paid
accordingly.
1.6 Assignments and Sub-Contracts
1.6.1 The Consultant shall not assign the benefits, other than money, from the
Agreement without the written consent of the Client.
1.6.2 Neither the Client nor the Consultant shall assign obligations under the
Agreement without the consent of the other Party.
1.6.3 Any sub-contractor assigned by the Consultant with regard to this service
Agreement shall be approved by the Employer (EAG) and/or the Client.
1.7 Intellectual Property Rights
1.7.1 All copyrights, design rights or patents in all drawings, reports,
specifications, calculations and other documents supplied or produced by, for
or on behalf of the Consultant under this Agreement (“the Intellectual
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 Particular Conditions

Properties”) shall remain the property of the Consultant but the Client shall
have a license to use the Intellectual Properties for the purpose for which
they are prepared by the Consultant. The Consultant shall not be liable for
the use of any Intellectual Properties for any purpose other than that for
which it was originally prepared by the Consultant for the Project.
1.8 Notices
1.8.1 Notices to be served under the Agreement shall be in electronic written
forms or at the addresses stated in the Particular Conditions. Delivery can be
by electronic written, hand or facsimile message against a written
confirmation of receipt or by registered letter.
1.9 Publication
1.9.1 Unless otherwise specified in the Particular Conditions, the Consultant,
either alone or jointly with others, can publish material relating to the
Services. Publication shall be subject to approval of the Client if it is within
two years of completion or termination of the Services.
2 The Client
2.1 Information

2.1.1 The Client shall, to the extent legally permissible and practicably possible,
provide such information and documents relevant to the performance of the
Services as may be reasonably requested by the Consultant.

2.1.2 All information relevant to the Services which is readily available shall be
supplied free of charge to the Consultant subject to the provisions in this
Agreement.

2.2 Decisions

2.2.1 The Client shall keep the Consultant informed on such matters which may
affect the performance of the Services and shall provide such assistance,
approvals and decisions in writing as shall reasonably be required for the
performance of the Services or any part thereof in such time as will not delay
the performance and completion of the Services.

2.3 Assistance

2.3.1 In the Country and in respect of the Consultant, his personnel and dependents
as the case may be, the Client shall assist in:

(a) Providing unobstructed access wherever it is required for the Services;

(b) Providing access to other organizations for collection of information which

is to be obtained by the Consultant for the Services.

2.4 Client’s Representative

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 Particular Conditions

2.4.1 The Client shall designate an official or individual to be his representative for
the administration of the Agreement. Any change to the representative
nominated requires a prior written notice to the Consultant.

2.5Payment for Services

2.5.1 The Client shall pay the Consultant for the Services in accordance with
Section 5 of this Agreement.

3 The Consultant

3.1Scope of Services
3.1.1 The Consultant shall perform all the Services as stated in Appendix 1: Scope
of Services.
3.2 Duty of Care and Exercise of Authority
3.2.1 Notwithstanding anything else in this Agreement or any legal requirement of
the Country or any other jurisdiction, the Consultant shall have no other
responsibility than to exercise reasonable skill, care and diligence in the
performance of his obligations under the Agreement.
3.3 Representative
3.3.1 For the administration of the Agreement the Consultant shall designate an
official or individual to be his representative.
3.4 Changes in Personnel
3.4.1 If it is necessary to replace any of the personnel provided by the Consultant,
the Consultant shall arrange for replacement by a person of comparable
competence as soon as reasonably possible. The cost of such replacement shall
be borne by the Consultant.
3.4.2 In case that the replacement is requested by the Client, and in following
conditions, the cost of such replacement shall also be borne by the Consultant:
(a) The request shall be in writing stating the reasons for replacement; and
(b) The reasons need to be related to misconduct or inability of the
Consultant’s representative to perform his duty satisfactorily.
4 Commencement, Completion, Approvals, Variation and Termination
4.1 Agreement Effective
4.1.1 The Agreement shall come into effect from the date of the Consultant’s
receipt of the Client’s letter of acceptance of the Consultant’s proposal or the
date of the latest signature necessary to complete the formal Agreement, if
any, whichever is the latest.
4.2 Commencement and Completion

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 Particular Conditions

4.2.1 The Services shall be commenced immediately after signing of this

agreement and shall proceed with the works with due expedition and without
delay in accordance with the Time Schedule in Appendix 2:Time Schedule for
Services and the scope of work in Appendix 1:Scope of Services.
The Services shall be completed within the scope and Time according to
Appendix 1:Scope of Services and Appendix 2:Time Schedule for Services

4.3 Approval and Pre-Approval process:

Upon receipt of the design document from the Consultant, the Client shall be
responsible to conduct the approval process with the Employer.
The design document submitted by the Consultant is built with respect to
Appendix 1: Scope of Services and Appendix 2: Time Schedule for Services.
If the Client has comments on the submitted design document, then Client shall
notify within seven (7) days the Consultant thereof specifying in reasonable detail
the reasons for such comments, in which case Consultant shall revise and submit
the revised design document to Client for its review and approval.
In case the Employer cannot proceed with the approval of the design for all the 7
airports for reason not related to Appendix 1: Scope of Services and for which the
Consultant is not responsible, the Client shall give a pre-approval to the
consultant for the submitted design document.
The pre-approval will be recognized as approval for the design works covered by
this contract and all the payment milestones shall be made as agreed in Appendix
3: Remuneration and payment.
4.4 Variations
4.4.1 The Agreement can be varied on application by either Party by written
agreement and approval of the Parties.
4.4.2 The Client may instruct the Consultant to provide services to alter, omit, add
or re-sequence or otherwise vary the Services, the Consultant shall carry out and
complete such variations so instructed by the Client. The Consultant shall notify
the Client within 14 days upon receipt of such instructions or events which might
entitle the Consultant for additional time and additional cost for completion of such
variations. Provided such variations are for the facilitation and completion of the
Passenger Terminals & Support Facility Buildings at Jinka, Kombolcha, Shire,
Robe, Gode, Nekemte & Dembidollo Airports Design and Build Project. If there is
any variation request which is not mentioned in the Appendix 1: Scope of Services,
the consultant will share the additional time and cost needed to deliver the
additional required work. The rate will be negotiated and accordingly the new price
shall be fixed. The Client shall make his endeavor to minimize such variations. For
avoidance of doubt, Clause 4.3 shall not apply to changes and modifications after
the design has been approved otherwise than the design defects. Such changes to
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 Particular Conditions

the approved design shall be deemed as Additional Services and the Consultant
shall be paid for the Additional Services based on rates and prices mutually agreed
by the Parties

4.5 Delay
4.5.1 If the Services are impeded or delayed by the Client or his contractor so as to
increase the scope or duration of the Services:
(a) The Consultant shall inform the Client of the circumstances and probable
effects;
(b) The time for completion of the Services shall be extended accordingly and
the additional cost for completion of such variations or delay shall be paid
accordingly. But the Consultant shall justify the additional costs incurred with
supporting evidences.
The Consultant shall not be liable for such delays.
4.5.2 If the Services are impeded or delayed by the Consultant and incurred delay
and additional costs, the Consultant shall accelerate its design progress without
claiming any additional cost/time from the Client.
4.6 Change Circumstance
4.6.1 If circumstances arise for which neither the Client nor the Consultant is
responsible and which is not foreseeable, is unavoidable, and makes a
Party’s performance of its obligations hereunder impossible or so
impractical as reasonably to prevent the Consultant to perform in whole or
in part of the Services in accordance with the Agreement, the Consultant
shall promptly dispatch a notice to the Client.
4.6.2 In these circumstances:
(a) if certain Services have to be suspended, the time for their completion shall
be extended until the circumstances no long apply plus a reasonable period
not exceeding 25 days for resumption of them; and
(b) if the speed of performing certain Services has to be reduced, the time for
their completion shall be extended as may be made necessary by the
circumstances. The circumstances period cannot exceed 15 days for
resumption of them.
(c) if the circumstances period described above exceed 15 days, the Consultant
shall share the time and cost impact due to the circumstances with the Client.
In case of circumstances period exceeding 15 days and non-agreement
between both parties on the additional cost, the Consultant shall have the
right to terminate the contract and the Client has to pay to Consultant their
debts that accrued prior to termination.
4.7 Abandonment, Suspension or Termination

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 Particular Conditions

4.7.1 The Client may suspend all or part of the Services or terminate the Agreement at
any time after giving 30 days prior written notice to the Consultant, and the
Consultant shall immediately make arrangement to stop the Services and minimize
expenditure. Termination of this AGREEMENT does not remove the liability of the
Client to pay their debts to the Consultant.

The Client reserves the right to terminate the Contract only if:

(a) The Consultant fails to execute the works according to the Appendix 1 :
Scope of Services and Appendix 2: Time Schedule for Services ,

(b) If the Consultant becomes (or, if the Consultant consists of more than
one entity, if any of its members becomes) insolvent or bankrupt or
enter into any agreements with their creditors for relief of debt or take
advantage of any law for the benefit of debtors or go into
liquidation or receivership whether compulsory or voluntary;

(c) If, as the result of Force Majeure, the Consultant is unable to perform a
material portion of the Services for a period of not less than sixty (60)
calendar days;

(d) If the Client, in its sole discretion and for any reason whatsoever,
decides to terminate this Contract;

In the event of termination of contract, the Client shall pay to the Consultant the
Contract Price, properly attributable to the parts of the Work executed by the
Consultant as of the date of termination and prior to that the Consultant shall deliver
to the Client all the design documents executed by the Consultant up to the date of
termination.

4.7.2 If the Consultant is, without good reason, not discharging his obligations, the
Client may inform the Consultant by notice stating the grounds for notice. If a
satisfactory response is not received within 21 days the Client may by a further
notice terminate the Agreement provided that such further notice is given within
15 days of the Client’s former notice.
Termination of this AGREEMENT does not remove the liability of the Client to pay
their debts that accrued prior to termination.

4.8 Remuneration for Exceptional Circumstances and Services

4.8.1 Exceptional circumstances are defined as the occurrence of circumstances
which neither the Client nor the Consultant foresee reasonably at the time of
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 Particular Conditions

signing this agreement or responsible for as described in sub-clause 4.5 or

the circumstances of abandonment, suspension, resumption or termination of
the Agreement otherwise than the provision under sub-clause 4.6.2.
Exceptional services are services arise from exceptional circumstances.
4.8.2 The performance of Exceptional Services shall entitle the Consultant to
extra time necessary for their performance for performing the Exceptional
Services.
4.7.3 The Client shall pay accordingly the fee due to Exceptional Circumstances
and Services to the Consultant.

4.9 Rights and Liabilities of Parties

4.9.1 Termination of the Agreement shall not prejudice or affect the accrued
rights or claims and liabilities of the Parties.
5 Payment
5.1 Payment to the Consultant
5.1.1 The Client shall pay the Consultant for all the consultancy services
stipulated under this agreement and provided by the Consultant necessary for
facilitation and completion of the Project in accordance with the conditions
and with the details stated in Appendix 3: Remuneration and Payment.
5.2 Time for Payment
5.2.1 Amounts due to the Consultant shall be paid within 30 days from the date
on which the Client’s representative received the Consultant’s invoice unless
otherwise stated in the Particular Conditions.
5.3 Currencies of Payment
5.3.1 The currencies applicable to the Agreement are those stated in Appendix 3:
Remuneration and Payment.
6 Liabilities
6.1 Liability and Compensation between the Parties
6.1.1 The Client and the Consultant shall be liable to each party if a breach of the
duty of one party to the other party is established.
6.1.2 If it is considered that either Party is liable to the other, compensation shall be
payable only on the following terms:
(a) such compensation shall be limited to the amount of reasonably foreseeable
loss and damage suffered as a result of such breach, but not otherwise;
(b) in any event, the amount of such compensation shall be limited to the
amount specified in Clause 6.3.1;

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 Particular Conditions

(c) if either Party is considered to be liable jointly with third parties to the
other, the proportion of compensation payable by the Party shall be limited
to that proportion of liability which is attributable to his breach.
6.2 Duration of Liability
6.2.1 Notwithstanding anything else in this Agreement or any legal requirement of
the Country or any other jurisdiction (including, for the avoidance of doubt,
the jurisdiction of the place of establishment of the Consultant), neither the
Client nor the Consultant shall be considered liable for any loss or damage
resulting from any occurrence unless a claim is formally made on him before
the expiry of the relevant period stated in the Particular Conditions.
6.3 Limit of Liability
6.3.1 The liability of each Party shall be limited, per civil year, to an amount equal
to the amount of fees paid by the Client to the Consultant under this
Agreement for the year in which the damage occurs. This limit is without
prejudice to any Agreed Compensation specified under Clause 5 or otherwise
imposed by the Agreement.
6.3.2 Each Party agrees to waive all claims against the other in so far as the
aggregate of compensation which might otherwise be payable exceeds the
maximum amount payable.
6.3.3 If either Party makes a claim for compensation against the other Party, which
is not established, the claimant shall fully reimburse the other for his costs
incurred as a result of the claim.
6.4 Exceptions
6.4.1 Clause 6.3 does not apply to claims arising:

(a) from deliberate default, fraud, fraudulent, misrepresentation or reckless

misconduct, or

6.5 No Consequential Damages

6.5.1 Notwithstanding any provision in this Agreement to the contrary, under no

circumstances shall a Party be liable to the other Party for loss of profits,
income or revenue, loss of use, product, business, contracts, goodwill,
reputation, investment or other opportunity, cost of alternate arrangement, loss
of capital or other similar item of loss or damage or for any consequential,
special or indirect loss or damage arising out of or in connection with this
Agreement or the Services, whether in contract or tort (including negligence)
and each Party hereby releases the other Party there from.

8 Confidentiality

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 Particular Conditions

8.1 Except for the performance of the services, the Client shall not disclose the terms
and conditions of this Agreement for any information, specification, document,
drawing, plan, software, data or particulars furnished by or on behalf of the
Consultant in connection therewith, to any person other than a person employed
or engaged in carrying out this Agreement or any approved sub-consultants or the
Consultant’s legal and insurance advisers.

8.2 The Consultant shall not in any circumstances disclose the terms, conditions and
content of this Agreement to any other third party except otherwise agreed by the
Client.

9 Dispute and Arbitration

9.1 Amicable Dispute Resolution

9.1.1 If any dispute arises out of or in connection with this Agreement,
representatives of the Parties with authority to settle the dispute will, within 14
days of a written request from one Party to the other, meet in good faith effort
to resolve the dispute. If it is not possible to settle any dispute amicably, the
dispute shall be finally settled by the responsible Ethiopian court(s) at Addis
Ababa.

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 Particular Conditions

Particular Conditions

References from Clauses in the General Conditions

1.1 Definitions:
1.1.2 Client: China Communications Construction Company Ltd.

1.1.3 Consultant: A1 İnşaat Architecture Engineering ind. & trade ltd. co.

1.1.5The Project: Design and Construction of Passenger Terminals & Support Facility
Buildings at Jinka, Kombolcha, Shire, Robe, Gode, Nekemte &
Dembidollo Airports

1.1.8Commencement
Contract signature
Date:

1.1.9 Time for

As per the agreed Appendix 2: Time Schedule for Services
Completion:

1.2 Interpretation
1.2.3 In the event of any discrepancy between General Conditions and
Particular Conditions, then the Particular Conditions shall take precedence
over the General Conditions.

1.3 Language for

English
Communications:

1.4 Language(s) of
English
the Agreement
Ruling language:

Governing Law: Applicable Laws of Ethiopia

1.8 Notices
Client’s address:
ATT:
Consultant’s address:
ATT:

6.2 Duration of From the commencement date of the project up to the end of Defects
Liability: Notification Period of the Project

6.3.1 Limit of Limited to the Contract Amount of this Consultancy Contract if there are no
Compensation: changes on the agreed Appendix 1: Scope of work and Appendix 2: Time
Schedule for Services.

The Client shall pay to the Consultant additional fees for the generated costs
related to Variations, Delays, Change Circumstances, support during
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 Particular Conditions

construction stage and any additional Services out of the scope of works.

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 Appendix 1: Scope of Services

Appendix 1:
Scope of Services

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 Appendix 1: Scope of Services

Engineering Design and Consultancy Services for Passenger

Terminals & Support Facility Buildings at Jinka, Kombolcha, Shire,
Robe, Gode, Nekemte & Dembidollo Airports Design and Build
Project
1.0 Background

1.1 Ethiopian has decided to build new similar (modern and simple structures,
functionally the same which takes into consideration the climatic condition of the
site) passenger terminal buildings and facilities at Nekemte, Dembidollo, Shire,
Kombolcha, Robe, Gode and Jinka Airports and construction of rigid pavement
for Apron and Taxiway at Gode airport to meet standard airport facilities. In
addition, Ethiopian has decided to widen the Dembidollo Airfield runway strip
width from 37.5m to 75m on each side of the center line of the runway and to
construct a Runway Strip and Runway End Safety Area at Kombolcha Airport to
meet standard requirements. Therefore, the Consultant is expected to be
competent for developing preliminary design, and preparation of full working
drawings. The Employer Ethiopian Airlines Group (EAG) has entered into
agreement with China Communications Construction Company Ltd. (CCCC) for
the Design and Construction of Passenger Terminal and Support Facility
Buildings at Jinka, Kombolcha, Shire, Robe, Gode, Nekemte & Dembidollo
Airports. .

1.3 The Client desires to appoint A1 İnşaat Architecture Engineering ind. & trade ltd.
co. as its Design Consultant to provide and undertake engineering design and
consultancy services for Passenger Terminals & Support Facility Buildings at
Jinka, Kombolcha, Shire, Robe, Gode, Nekemte & Dembidollo Airports Design
and Build Project.

1.4 A1 İnşaat Architecture Engineering ind. & trade ltd. co. has acknowledged as
shared in the Consultant Proposal the scope of the work incorporated in the
Contract entered between the Employer (EAG) and the Client and the Consultant,
having represented to the Client that it has the required professional skills,
expertise and technical resources, has agreed to provide the Services on the terms
and conditions set forth in this Contract

2.0 Scope of Works

The works involved and to be covered under the consultancy services shall include:

2.1 Full engineering design and consultancy services for the Passenger Terminals
& Support Facility Buildings at Jinka, Kombolcha, Shire, Robe, Gode, Nekemte
& Dembidollo Airports Design and Build Project;
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 Appendix 1: Scope of Services

2.2. A complete design review and incorporation of the final design specification,
3D images, animations, calculation, drawings and Bill of Quantities into the
whole volume of design works for the Passenger Terminals & Support Facility
Buildings at Jinka, Kombolcha, Shire, Robe, Gode, Nekemte & Dembidollo
Airports Design and Build Project.;

2.3. Preparation of a complete set of coordinated shop drawings;

Within the scope of shop drawings, all necessary dimensions for

construction, installation plans, elements, references and drawings,
signage & graphics etc. will be included. All these components will be fully
specified on the drawings. While making the project drawing, the
information that will be needed during the construction process will be
specified in detail and clearly. In addition, all material details that will be
required during the production of construction materials will be also
specified within the scope of the project. Drawings will be fully
coordinated between disciplines. Shop drawings which will be prepared by
A1 Insaat will not contain superposition of specific and private
manufacturer’s details.

To cover the scope of works described above, the Client shall prepare and share
below required documents with the consultant.:
- Geotechnical report and drilling report.

- Seasonal meteorology report for the places of the regional airports (wind
speed, annual rain height etc.)

- Medium voltage and low voltage levels

- Specific resistance of ground for each region (for earthing design)

- Cabling network (fiber optic or copper) and connection locations

- Discharging point for storm water

- Topographic measurements for runway, apron, buildings

- Connection points for infrastructure.

3.0 Scope of Services – Architectural Design and Engineering Consultancy

Services

3.1 The scope of services for the Passenger Terminals & Support Facility Buildings at
Jinka, Kombolcha, Shire, Robe, Gode, Nekemte & Dembidollo Airports will
consist of complete architectural design and engineering services including
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 Appendix 1: Scope of Services

architectural design, civil & structural design, mechanical & electrical design,
airport systems design and engineering and quantity surveying services.

3.2 The design will be carried out in two (2) main stages.

3.3 Preliminary Design Stage

This design stage involves activities such as data collection and inventory of
existing facilities, discussion and establishment of project brief, the Employer’s
requirements, and development of preliminary design documents.

A design kick-off workshop will be conducted by the Consultant in the presence of

the Client, the Employer and other stakeholders of the project. At this meeting, all
important project requirements shall be discussed and established.

The preliminary design will be presented and assembled into an A3 document

(preliminary design report) which summarizes the preliminary design brief, all of
the Employer’s and the Clients requirements and all discussions and
recommendations taken in this stage of work.

The Consultant will make necessary amendments or modifications to the proposed

Preliminary design arising from the design kick-off workshop with the Employer
and the Client and where requested accordingly to the initial design requirement
(ER for design) and the Consultant proposal.

Three (3) soft copies and one (1) PDF copy of the preliminary design report will be
submitted to the Client at the end of this stage. In case of drawings, the drawings
shall be submitted together with the report by another copy of CAD version.
Three (3) copies of Standards and Specifications referred to for the design and
construction of the project shall be provided to the Client.

The Preliminary Design stage report, in A3 format, will include the following
documents and drawings:

Architectural Design Documents

 Site and Layout Plans including landscape,

 Floor Plans,

 Typical Sections,

 Elevations,

 Layout Plans for parking lots and roadway systems and drainage catch
works,

 Architectural perspective

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 Appendix 1: Scope of Services

Engineering Design Documents

 Structural Loading and Framing Plans,

 Structure Floor Plans,

 Drainage Works, if any

 Layout and preliminary drawings for M&E and special airport systems.

3.4 Final and Detailed Design Stage

The final and detailed design stage will commence subsequent to the Client and the
Employer approval or pre-approval from the Client of the preliminary design
development. Construction documents, including finalized drawings,
specifications and bill of quantities will be prepared during this stage.

Drawings will be fully coordinated between disciplines. This will include developed
site plans, floor plans, sections, elevations, material selections and finishing
schedules, M&E and special airport systems design and requirements.

At this stage, the Consultant will prepare:

 Detail drawings of architectural, civil structural, M&E/building services,

special airport systems, landscape, signage & graphics, ete.

 Technical specifications

 Bill of Quantities

 Detailed information of recommended finishing, equipment and materials

for the project including potential sources.

The final and detailed design stage submission will include mainly:

 Developed Master Plan including landscape,

 Architectural and Structural Floor Plans in 1:200 or other appropriate

scale,

 Architectural Roof Plans,

 Architectural Reflected Ceilings Plans,

 Architectural Sections and Elevations,

 Architectural Detail Plans such as Toilets, and Floor Finishes Patters,

 Civil Engineering Drawings,

 Structural Engineering Drawings,

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 Appendix 1: Scope of Services

 HVAC and Fire Protection Engineering Drawings,

 Plumbing Engineering Drawings,

 Electrical Engineering Drawings,

 Layout and detail drawings for Special Airport Systems

Three (3) hard copies and one (1) CAD copy of the final drawings and documents will
be submitted to the Client. Two design workshops shall be conducted at the Client
office for the review of the final and detailed design drawings, technical specifications
and final bill of quantities as well as key finishes/materials/equipment.

Shop Drawings Preparation Stage

At this stage the Consultant shall prepare a complete set of shop drawings (as
described in clause 2.3) for all disciplines and fully coordinated among the various
discipline drawings shall be in sufficient details to comply with the requirements of
shop drawings.

3.5 Design and Consultancy Support Service during Construction Stage

The Design and Consultancy Support Service during Construction Stage is not
included in the quotation detailed in the Appendix 3: Remuneration and Payment.

The Consultant shall support during the construction stage and the compensation
quotation (as described in Appendix 3 clause 2: Remuneration and Payment) must be
upon mutually agreed between Client and Consultant prior to the provision of said
services.

The services to be provided during the construction stage will focus mainly on design
support, which will entail the following tasks:

i) Make any design amendments which may require during the construction
period,

ii) Respond to queries from the Client,

iii) Review and comment on any alternate design proposals from the Employer
and the Client,

iv) Review and provide feedback/comment on the design and technical aspects of
instruction from the Client,

3.6 Additional services

In the event of additional support required after Approval or pre-approval of the

design activities and/or for additional services which are not included in the scope of

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 Appendix 1: Scope of Services

works, the Consultant shall support and the compensation quotation (as described in
Appendix 3: Remuneration and Payment) must be upon mutually agreed between
Client and Consultant prior to the provision of said services.

4 – Approval of the scope of works

The Consultant shall deliver to the Client with respect to the Scope of Works the final
design document for review and approval. Submission to the Employer is under
Client’s responsibility.

In the event of the Employer cannot proceed with the approval of the design for all the
7 airports for reason not related to Appendix 1: Scope of Services and for which the
Consultant is not responsible, the Client shall give a pre-approval to the consultant for
the submitted design document.

The pre-approval will be recognized as approval for the design works covered by this
contract and all the payment milestones shall be made as agreed in Appendix 3:
Remuneration and payment.

5 - Additional requirements

1. The Consultant’s Personnel shall be professionally qualified, skilled and

experienced in their respective occupations. The Consultant shall, prior to the
Commencement Date, submit to the Client for consent the name and Particulars of the
person the Consultant proposes to appoint as a designer of respective fields. If consent
is withheld or subsequently revoked, or if the appointed professional fails to provide
the standard professional service, the Consultant shall similarly submit the name and
particulars of another suitable person for such appointment.

2. The Consultant shall not, without the prior consent of the Client, revoke the
appointment of the professional or appoint a replacement.

3. The Services shall be performed by Design Professional in accordance with
generally accepted professional practices and principles and in a manner consistent
with the level of care and skill ordinarily exercised under similar conditions by
members of Design Professional’s profession currently in practice.

4. The Consultant shall prepare an updated schedule and with all diligence comply
with the deadlines specified and agreed in the schedule so as not impact the Client’s

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 Appendix 1: Scope of Services

performance. The Consultant shall be responsible for timely completion of each stage
of the design services.

6. From the completion to the expiration of Defects Notification Period, the

Consultant should provide services to remedy any design defects, if any.

6. The Consultant shall fulfill the employer’s requirements stated in Appendix 6:

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 Appendix 1: Scope of Services

Appendix 2:
Time Schedule for Services

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 Appendix 1: Scope of Services

Time Schedule for Services

1.0 Time Frame

1.1 The Client intends to mobilize and commence construction of Passenger Terminals &

Support Facility Buildings at Jinka, Kombolcha, Shire, Robe, Gode, Nekemte &

Dembidollo Airports Design and Build Project around January, 2021.

The agreed duration of the overall design activities and scope of works is four (4)
months for each airport. In the event of required additional support during the
construction period of the said buildings, the Consultant shall support and
accordingly, the compensation quotation (as described in Appendix 3: Remuneration
and Payment) must be upon mutually agreed between Client and Consultant prior to
the provision of said services.

1.2 The Consultant shall within 7 days from the signing of this Addendum document submit

to the Client their study design programme for a period of 4 months detailing phases of

works for Passenger Terminals & Support Facility Buildings at Jinka, Kombolcha, Shire,

Robe, Gode, Nekemte & Dembidollo Airports Design and Build Project. Such programme

shall be mutually agreed between the contracting parties and shall form the basis of the

design stages and duration.

To start the execution of the scope of works of this addendum contract, the Client must

share all the required documents with the Consultant within 7 days after signature. Design

works in the scope will start after the Client shares the required documents.In the event of

delay exceeding two (2) months after signature of this addendum document, the scope of

works for the missing airport(s) will be excluded from the final design document and the

full amount of the contract shall be paid by the Client to the Consultant.

1.3 After preparation of the necessary documents and data at each design stage, A1 İnşaat

Architecture Engineering ind. & trade ltd. co. shall immediately submit the same to the Client

in accordance with the requirements specified in the Employer’s Requirement. The Client

after his review to verify compliance with the Employer’s Requirements will then submit the

document to the Employer for further review and approval. If the Employer gives notice to

the Client that the submitted Design Document fails to comply with the Contract or

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 Appendix 1: Scope of Services

Employer’s Requirement shared and agreed latest two (2) months after contract signature then

the Consultant shall immediately rectify and resubmit the same at his own cost.

In case the Employer cannot proceed with the approval of the design for all the 7
airports for reason not related to Appendix 1:Scope of Services and for which the
Consultant is not responsible, the Client shall give a pre-approval to the consultant
for the submitted design document.
The pre-approval will be recognized as approval for the design works covered by
this contract and all the payment milestones shall be made as agreed in Appendix
3: Remuneration and payment.
1.3 The Client understands and accepts that the Consultant has made all the preparation and

pricing according to four (4) months duration. Any delay will be managed as per the Clause

4.5 of this contract document.

1.4 The proposed time frame shall exclude the time for design review and approval by the

Client/EAG and other relevant authorities.

If the Client has comments on the submitted design document, then Client shall
notify within two (2) days the Consultant thereof specifying in reasonable detail the
reasons for such comments, in which case Consultant shall revise and submit the
revised design document to Client for its review and approval.
The overall approval period cannot exceed thirty (30) days from the first
Consultant’s submission.
In case the Employer cannot proceed with the approval of the design for all the 7
airports for reason not related to Appendix 1:Scope of Services and for which the
Consultant is not responsible, the Client shall give a pre-approval to the consultant
for the submitted design document.
The overall pre-approval period cannot exceed thirty (30) days from the first
Consultant’s submission. The pre-approval will be recognized as approval for the
design works covered by this contract and all the payment milestones shall be made
as agreed in Appendix 3: Remuneration and payment.

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 Appendix 3: Remuneration and Payment

Appendix 3:
Remuneration and Payment

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 Appendix 3: Remuneration and Payment

Remuneration and Payment

1. Consultant Remuneration

The Consultant shall charge the Services it has provided hereunder in line with the
scope of works in Appendix 1: Scope of Services and Appendix 2: Time Schedule for
services.

The proposed fee is based on the total scope of the design and consulting services
indicated in the preceding sections, which is also based on the quality of service
which A1 İnşaat Architecture Engineering ind. & trade ltd. co. maintain as a practice
to provide to its valued Client. The cost breakdown of Passenger Terminals & Support
Facility Buildings at Jinka, Kombolcha, Shire, Robe, Gode, Nekemte & Dembidollo
Airports Design and Build Project is as follows:

NO SCOPE QTY. TOTAL

Design for Passenger Terminals And Support
Facilitie Buildings At Jinka, Kombolcha, Robe, Gode,
Nekemte & Dembidollo Airports 595,650.00 USD
1 SHIRE 1 80,750.00 USD

2 KOMBOLCHA 1 93,100.00 USD

3 JINKA 1 71,250.00 USD

4 ROBE 1 80,750.00 USD

5 GODE 1 98,800.00 USD

6 NEKEMTE 1 80,750.00 USD

7 DEMBIDOLLO 1 90,250.00 USD

We propose the payment milestones in the manner specified below:

#  Items Total

Milestone-1 With the first design kick-off workshop 20,00%

Milestone-2 Submission of the design to the Contractor 60,00%

Milestone-3 Final submissions and Approval By The Employer. 20,00%

TOTAL 100,00%

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 Appendix 3: Remuneration and Payment

Milestone-1: This milestone will be released (%20 of contract amount) when the first design kick-off

workshop has been held.

Milestone 2: This milestone is described below.

- Preliminary Design Stage 

   This design stage involves activities such as data collection and inventory of existing facilities,

discussion and establishment of project brief, the Employer’s requirements, and development of

preliminary design documents. 

   A design kick-off workshop will be conducted by the Consultant in the presence of the Client, the

Employer and other stakeholders of the project. At this meeting, all important project requirements

shall be discussed and established. 

   Fort he all disciplines, the preliminary design report will be prepared and shared with the client.
   Soft copies and PDF copy of the preliminary design report will be submitted to the Client at the end of

this stage.
   The Preliminary Design stage report will include the following documents and drawings: 
   Architectural Design Documents 
 Site and Layout Plans, 
 Floor Plans, 
 Typical Sections, 
 Elevations, 
 Layout Plans for parking lots and roadway systems and drainage catch works, 
 Architectural perspective 
    Engineering Design Documents  
 Structural Loading and Framing Plans, 
 Structure Floor Plans, 
 Drainage Works, if any 
 Layout and preliminary drawings for M&E and special airport systems. 
   
- Final and Detailed Design Stage 

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 Appendix 3: Remuneration and Payment

   The final and detailed design stage will commence subsequent to the Client and the Employer

approval from the Client of the preliminary design development. Construction documents, including

finalized drawings will be prepared during this stage. 

   This will include developed site plans, floor plans, sections, elevations, material selections and

finishing schedules, M&E and special airport systems design and requirements. 
   At this stage, A1 Insaat will prepare: 
 Detail drawings of architectural, civil structural, M&E building services, special airport systems,

landscape. 
The final and detailed design stage submission will include mainly: 
 Developed Master Plan including landscape, 
 Architectural and Structural Floor Plans in 1:200 or other appropriate scale, 
 Architectural Roof Plans, 
 Architectural Reflected Ceilings Plans, 
 Architectural Sections and Elevations, 
 Architectural Detail Plans such as Toilets, and Floor Finishes Patters, 
 Civil Engineering Drawings, 
 Structural Engineering Drawings, 
 HVAC and Fire Protection Engineering Drawings, 
 Plumbing Engineering Drawings, 
 Electrical Engineering Drawings, 
 Layout and detail drawings for Special Airport Systems 
Three (3) hard copies and CAD copy of the final drawings and documents will be submitted to the

Client.

Milestone 3: Technical specifications, BOQ and Shop drawings

 Technical specifications 
Detailed information of recommended finishing, equipment and materials for the project

including potential sources. 

 Bill of Quantities 

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 Appendix 3: Remuneration and Payment

Material quantities will be shared to be based on cost analysis. BOQ will not contain any cost

data
 Shop Drawings.

Within the scope of shop drawings, all necessary dimensions for construction, installation plans,
elements, references and drawings, signage & graphics etc. will be included. All these components will
be fully specified on the drawings. While making the project drawing, the information that will be needed
during the construction process will be specified in detail and clearly. In addition, all material details that
will be required during the production of construction materials will be also specified within the scope of
the project. Drawings will be fully coordinated between disciplines. Shop drawings which will be
prepared by A1 Insaat will not contain superposition of specific and private manufacturer’s details.

For the payment terms, below table will be consider.

NO SCOPE Milestone-1 Milestone-2 Milestone-3

QTY.
Design for Passenger Terminals And
Support Facilitie Buildings At Jinka,
TOTAL 20% 60% 20%
Kombolcha, Robe, Gode, Nekemte &
Dembidollo Airports
1 SHIRE 1 2.71% 8.14% 2.71%

2 KOMBOLCHA 1 3.13% 9.38% 3.13%

3 JINKA 1 2.39% 7.18% 2.39%

4 ROBE 1 2.71% 8.14% 2.71%

5 GODE 1 3.32% 9.96% 3.32%

6 NEKEMTE 1 2.71% 8.14% 2.71%

7 DEMBIDOLLO 1 3.03% 9.08% 3.03%

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 Appendix 3: Remuneration and Payment

BILL DESCRIPTION TOTAL AMOUNT (USD)

A First Design Kick-off Workshop + Travel Expenses) 127,400.001

B Approval of Preliminary Design Stage 79,400.00

C1 / Approval of structural design 60,000.002&3

Pre-approval / Approval of mechanical and electrical

C2 68,000.002&3
design

C3 Pre-approval / Approval of infrastructural design 58,000.002&3

Submission of BOQ, shop drawings and

D 52,200.002
specification

TOTAL 445,000.00 4

For travel to Addis Ababa, 48,000 USD total cost has been calculated by the
consultant, it includes the maximum of 4 travels and 4 people.

The Consultant is entitled to be paid for the milestone amount in case the design
2

work cannot be completed and/or approved for below reasons which are not caused
by the consultant:

- Failure by the Client to deliver the required documents (listed in the

Appendix 1: Scope of Services) to the consultant within the specified
period

- Failure to obtain approval from the Employer for the design of the 7
airports for reason not related to Appendix 1: Scope of Services and for
which the Consultant is not responsible.
3
The above clause will lead to design work pre-approval by the Client. This pre-
approval will be recognized as approval for payment milestone.

The contract amount is USD 445,000.00 (USD Four Hundred Forty Five
4

Thousand) (excluding VAT).

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 Appendix 3: Remuneration and Payment

2. Design and Consultancy Support Service during Construction Stage

The Consultant might need to support during the construction period planned for
36 months. The Consultant shall use the below price rate for this support.

Bill Description Unit Total Amount

(USD)

A Design revision service fee for A0 size One(1) A0 size sheet 260
sheet

The price rate above is calculated for each A0 size sheet

3. Additional services

In the event of additional support required after Approval or pre-approval of the

design activities and/or for additional services which are not included in the scope of
works, the Consultant shall support and the compensation quotation is described
below:

BILL DESCRIPTION UNIT TOTAL AMOUNT (USD)

A Senior Architect 1 day 600

B Senior Structural Engineer 1 day 600

C Senior Mechanical Engineer 1 day 600

D Senior Electrical Engineer 1 day 600

The duration of the work will be determined by the agreement with the client. In case
of travel requirement, travel and accommodation expenses are excluded from the
above price rate and will be paid by the Client.

The additional services period cannot exceed 24 months.

1.2 Other Expenses

The proposed professional fee for the scope of works is inclusive exclusive of airfares
travels from the Consultants country to Addis Ababa and including hotel
accommodation and transportation services. All those expenses are client’s
responsibility and will be fully paid by the client.Then the cost shall be borne by the
Consultant and is deemed to be already included in the proposed service fee.

The cost has been calculated for maximum of 4 travels and 4 people.

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 Appendix 3: Remuneration and Payment

1.2 Taxes

1.3.1 The professional fee quotation is excluded of all statutory taxes

(withholding tax, VAT, service tax, personal income tax, etc. and any local
taxes come into force from time to time in the Democratic Republic of
Ethiopia). These taxes, if applicable, are to be borne by the Client.

1.3.3 The Consultant shall provide the VAT Invoice for any payment due.

1.4 Currency of Payment

All payments to the Consultant for the Consultancy Services shall be paid in US
Dollar.

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 Appendix 4: Standard Terms of Compliance Protection

Appendix 4:
Standard Terms of Compliance Protection

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Appendix 4: Standard Terms of Compliance Protection

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 Appendix 4: Standard Terms of Compliance Protection

Appendix 1.1 (CCCC acting as Party A)

Standard Terms of Compliance Protection

The both Parties agree that the terms and conditions under the Standard Terms of
Compliance Protection constitute an important part of the contract concluded by and
between the Parties, and both Parties should abide by it.

I. Definition of Public Official

“Public Official” specified in the Standard Terms of Compliance Protection is

broadly defined and includes the followings:

o Officials, employees, representatives of governments, and any other person

acting on behalf of government (or otherwise authorized to act under official
right);

o Officials, employees, or representatives of public international

organizations;

o Officials, employees, or representatives of political organizations or

members of royal families, who exercise public rights; and

o Officials and employees of public enterprises, which are enterprises over

which a government or governments exercise, directly or indirectly, a
controlling or dominant influence.

II. Compliance with Anti-Corruption Laws.

[Party B] represents, warrants, and covenants that, in relation to the activities or

transactions contemplated by this Agreement [Party B] and [Party B’s] affiliates,
subsidiaries, directors, officers, employees, agents, consultants, contractors, designees,
ultimate beneficial owners, and shareholders, and all other persons or parties acting on
[Party B’s] behalf, directly or indirectly, have not violated and will not violate, or
cause [Party A] to violate, the Criminal Law of the People’s Republic of China, the
United Nations Convention Against Corruption, the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions (as
implemented by its signatories), or any other applicable anti-corruption, anti-fraud,
anti-collusion or fair competition law (collectively, the “Anti-Corruption Laws).”

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 Appendix 4: Standard Terms of Compliance Protection

Specifically, [Party B] represents, warrants, and covenants that neither [Party B] nor
any of [Party B’s] affiliates, subsidiaries, officers, directors, employees, agents,
consultants, contractors, designees, ultimate beneficial owners and shareholders, nor
any other person or party acting on [Party B’s] behalf have made and will not make
the followings:

A. To any Public Official or to any other person or entity if such payments or

transfers would have the purpose or effect of:

i. Improperly influencing any act or decision of a Public Official;

ii. Inducing any Public Official to do or omit to do an act in violation

of that Public Official’s lawful duty;

iii. Inducing any Public Official to use his or her influence directly, or
with a domestic or foreign government or instrumentality thereof,
to affect or influence any act or decision of such government or
instrumentality; or

iv. Improperly assisting [Party A] or [Party B or the relevant

Subsidiary] to obtain or retain business or otherwise to secure any
improper advantage; or

B. To any person, whether or not a Public Official,

i. With the intention to bring about or reward the improper

performance of a duty or obligation to which the person is subject;
or

ii. With the knowledge or belief that the acceptance of the payment or
thing of value in itself constitutes the improper performance of the
person’s duty or obligation.

III. Continuing Obligations

[Party B] represents and warrants that [Party B] and [Party B’S] [affiliates,
subsidiaries, directors, officers, employees, agents, consultants, contractors, designees,
ultimate beneficial owners and shareholders], and all other persons or parties acting on
[Party B’s] behalf are and will remain in compliance with the Anti-Corruption Laws
for the duration of this Agreement.

IV. Public Official Involvement

Other than those disclosed to [Party A], [Party B] does not have any current officers,
directors, ultimate beneficial owners, shareholders (excluding for purposes of this
section shareholders of a publicly traded company) or employees who are, or whose
immediate family members are, Public Officials, and should it become aware of any

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 Appendix 4: Standard Terms of Compliance Protection

such officer, director, ultimate beneficial owner, shareholder or employee becoming a

Public Official, it shall inform [Party A] within a reasonable time.

V. No Secret Funds

[Party B] does not have and shall not create or maintain any secret or unrecorded
fund, account, or asset (regardless of whether it is relevant or irrelevant with the
transactions under the agreement), for the purpose of taking or facilitating any
prohibited payment or other action under the Anti-Corruption Laws, throughout the
term of this Agreement.

VI. Compliance Certification

Within (30) days prior to each anniversary of the date hereof, [Party B] shall provide
an annual certification of compliance with the Anti-Corruption Laws.

VII. Indemnity

[Party B] undertakes to hold [Party A], its representatives, officers, directors,

employees, and shareholders harmless in respect of all damages and consequences,
including without limitation to any penalties, damages, or pecuniary consequences
which could affect any such person or party as a result of the violation or breach of
any of the obligations subscribed by [Party B] under this Agreement’s Anti-
Corruption Representations, Warranties, and Covenants provisions.

VIII. Cancellation Rights

According to reliable information source, including but not limited to Party B’s
statement or any reliable news report, if Party A deems that Party B has materially
violated its related statement, warrants and commitments in the appendix on obeying
the anti-corruption law, it can be considered that Party B involves in a substantial
violation of this agreement. No matter whether Party B is convicted or punished due
to any breach of the anti-corruption law, Party A has the right to terminate the
agreement, without bearing the penalty or compensating Party B.

IX. Audit Rights

[Party B] shall maintain all records necessary to confirm its compliance with the
[above Clauses]. Upon receiving an prior notice from [Party A], [Party B] agrees to
provide reasonable access to all of its accounts, books, and records related to this
Agreement, either to [Party A] or to an internationally recognized audit firm appointed
by [Party A], for the purpose of allowing [Party A] or such audit firm to review and
audit such accounts, books and records. Access to the aforesaid accounts, books and
records and any such review or audit by [Party A] and the audit firm it designated
generally are deemed to be strictly limited to the scope of work as stated in this
Agreement for compliance audit. The price of any audit under this Clause shall be at
the sole cost of [Party A].

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 Appendix 4: Standard Terms of Compliance Protection

X. Expenses

Any expenses incurred by [Party B] in the course of performing work for [Party A] as
contemplated under this Agreement shall be borne entirely by [Party B] unless
approved by [Party A] in advance and fully supported by proper documentation.

XI. Investigation Notification:

10. [Party B] agrees to immediately notify [Party A] should it become aware that it is
under investigation by any enforcement or regulatory agency, government body,
international institution, securities exchange, or non-governmental organization
related to any activities under this Agreement; moreover, [Party B] will immediately
inform [Party A] should it become aware of any investigation by any enforcement or
regulatory agency, government body, international institution, securities exchange, or
non-governmental organization related to Anti-Corruption Laws regardless of whether
the conduct relates to this Agreement.

Consultation Hotline: 0086-10-82017905

E-mail: compliance@ccccltd.cn

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 Appendix 4: Standard Terms of Compliance Protection

Appendix 5:
Letter of Compliance Undertaking on
Subcontracting

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Appendix 4: Standard Terms of Compliance Protection

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 Appendix 4: Standard Terms of Compliance Protection

Annex 5- Letter of Compliance Undertaking on Subcontracting

As for projects that have been carried out by the Designated Entity (as general
contractor) prior to being listed on the Entity List

Compliance Undertaking on Subcontracting

We are aware that, effective from December 18, 2020, [CCCC ] (the “Designated
Entity”) was listed on an export control restricted party list (the “Entity List”)
administered by the Bureau of Industry and Security of the United States Department
of Commerce (“BIS”). After being listed on the Entity List, the Designated Entity is
generally prohibited from receiving items that are subject to the Export
Administration Regulations (“EAR”) without an export license issued by BIS.

Given that the Designated Entity has engaged us as a subcontractor in the [Passenger
Terminals & Support Facility Buildings at Jinka, Kombolcha, Shire, Robe, Gode,
Nekemte & Dembidollo Airports Design and Build Project] and to perform [Design
and Consultancy Services], we hereby certify to the Designated Entity that：

We guarantee that we will not further acquire any items subject to the EAR (including
commodity, software and technology) for the purpose of [Passenger Terminals &
Support Facility Buildings at Jinka, Kombolcha, Shire, Robe, Gode, Nekemte &
Dembidollo Airports Design and Build Project]. Specifically, these items include:

1. items that have passed and will pass through the United States in transit,
including items within the foreign trade zones of the United States.

2. items that are U.S. origin (i.e., manufactured, refurbished, assembled, or

upgraded in the United States);

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 Appendix 4: Standard Terms of Compliance Protection

3. items that incorporate any controlled U.S. origin contents that have a value
exceeding 25% of the items’ total value; or

4. items that are produced from the U.S. origin software or technology subject to
control for national security reasons.

We undertake that, if any item acquired by us for the purpose of [Passenger Terminals
& Support Facility Buildings at Jinka, Kombolcha, Shire, Robe, Gode, Nekemte &
Dembidollo Airports Design and Build Project] after December 18, 2020 becomes an
item subject to the EAR in the future, we will guarantee to notify the Designated
Entity immediately.

As far as we know, there are neither facts inconsistent with this statement nor other
facts indicating that providing any item to a Designated Entity has resulted, or will
result, in violation of the EAR.

This statement is made in Chinese and English. The Chinese version is the translation
of the English version. In case of any discrepancies between the two versions, the
English version shall prevail.

[A1 İnşaat Architecture Engineering ind. & trade ltd. co.]/[Seal]

We are authorized to make this statement on behalf of the [A1 İnşaat Architecture
Engineering ind. & trade ltd. co.] and confirm that the facts and representations
contained herein are accurate and complete.

Name of Authorized Representative:

Signature: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

[Date], 2021

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Appendix 4: Standard Terms of Compliance Protection

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