ARIEL - MUNICIPAL COMPANY FOR SPORT, CULTURE AND LEISURE MANAGEMENT IN JERUSALEM LTD

Tender number 11/16 For purchase and installation of an Ice Rink which can be disassembled and reassembled at the Pais Arena Hall

November 2016

Tender number 11/16 For purchase and installation of an Ice Rink which can be disassembled and reassembled at the Pais Arena Hall Table of Contents Document A – Invitation for Offers Document A(1) – details of participant Document A(2) – confirmation of recipient of services Document A(3) – confirmation of CPA regarding participant turnover Document A(4) – declaration of fulfillment of employment laws Document A(5) – format of bank guarantee for the tender Document B – Declaration of Participant Document B(1) – participant offer Document C – The Agreement Appendix A – format of performance guarantee Appendix B – Confirmation of Insurance Appendix C – Scope of work and document of quantities Appendix D – Technical specifications (will be prepared by winner as per its offer/ will be approved by the Company and attached to the agreement) Appendix E – Detailed timetables and work-plans for installation (will be prepared by winner as per its offer/ will be approved by the Company and attached to the agreement)

Tender No. 11/16 Document A Invitation to Make Offers INVITATION TO MAKE OFFERS – TENDER NO.____11__/16 The Arial –Municipal Company for Sport, Culture and Leisure Management in Jerusalem, Ltd, (hereinafter: "the Company") hereby invites the submission of price offers for the purchase and installation of an ice skating rink which may be disassembled and reassembled at the Pais Arena Hall in Jerusalem, all as specified in the tender documents below. 1.

The Essence of the Engagement

The details presented in this clause below are general only and the provisions of the clause shall bind the parties only in instances where there is no other detailed and specific reference in any of the documents of the tender. In the event of some other reference as mentioned in any of the documents of the tender, the other and detailed provision shall be binding. 1.1 The Company operates, amongst other things, the Pais Arena Hall in Jerusalem (hereinafter: "the Hall") and is planning to host the 2017 Maccabi Games (hereinafter: "the Maccabi Games"). 1.2 The Company is desirous of receiving price offers for the purchase and installation of an ice skating rink (hereinafter: "the Rink"), which may be disassembled and reassembled at the Pais Arena Hall in Jerusalem, as specified in the document of quantities and the technical specifications attached as Appendix C to the agreement. It is clarified that the participant offers must present a rink as specified above, which can be assembled and installed also in other locations and may be installed in smaller dimensions than those specified below, in accordance with the needs of the Company. 1.3 It is clarified that to such extent as the proposed rink is imported by the offeror from overseas, the Company will bear the cost of Israeli Customs and local taxes directly arising from import of the rink, while the offeror will bear the costs of transport and insurance from the country of origin and to the Hall, as well as the entirety of the costs, including the cost of the taxes and customs up until the transfer of the rink to the Israeli Customs authorities. The offeror must calculate that stated in this clause as part of its offer, including all of its expenses of any type. It is further clarified that any and all taxes applicable to revenues from provision of services in Israel shall be borne by the offeror. 1.4 The offerors must attach technical specifications of the rink to their offer, with an emphasis on the manner of multiple instances of assembly and disassembly, dimensions, weights, ancillary accessories, durability of the materials and any additional technical

information, which shall serve the Company for examination of the rink and its suitability to its needs and which shall be attached as Appendix D to the agreement. 1.5 The winner of the tender will be required to transport the rink, to assemble it at the Hall and to prepare it for use, at a time which shall be determined by the Company, near the time of the Maccabi Games, and thereafter to dismantle it and transport it to the warehouses of the Company. 1.6 The winner shall also be required to provide to representatives of the Company, as shall be determined by the Company, a comprehensive and complete instruction and detailed technical materials in connection with the process of assembly, installation, disassembly and storage, and instruction with regard to the operation and routine maintenance of the rink. 1.7 The Company is also desirous of receiving additional price offers for the services of additional assembly and disassembly at the request of the Company, at locations to be determined by it, and in sizes and configurations as the Company shall require. 1.8 It is clarified that the rink required will comply with Olympic standards and shall be 60 meters by 30 meters at a total of 1,800 meters square (hereinafter: "the Olympic skating rink"), and shall include all of the elements required as specified in the document of quantities and the technical specifications attached as Appendix C to the agreement. 1.9 Additionally, the winner of the tender shall provide a deed of warranty for the rink and its facilities for a period of not less than 3 years from the date of the first installation and a separate price offer for extension of the period of warranty. 1.10 The responsibility for coordination with the various parties in everything relating to the work of installation and disassembly is imposed upon the winner of the tender. 1.11 It is clarified hereby that the Company does not grant exclusivity to the winner for performance of the work, including the repeat dismantling and installation, and that it retains all of the rights in accordance with the law to carry out the work itself and/or by means of others, all in accordance with its exclusive discretion. 1.12 In consideration for performance of the entirety of the undertakings of the winner, the winner shall be entitled to consideration which was offered by it in the framework of the tender under the terms of the agreement. 2.

Threshold Conditions

Participation in the tender is permitted to corporations which have incorporated in Israel and/or which have incorporated overseas and which fulfill the following cumulative requirements:

2.1 Have established at least five Olympic skating rinks which can be disassembled and reassembled in Israel and/or overseas, within the last 5 years preceding the date of the publishing of this tender. For proof of fulfillment of this threshold condition, the participant must detail its experience in the framework of Document A(1). In addition, for proof of fulfillment of the threshold condition in this clause, the participant will attach confirmation from the recipient of the services (the place where the rink was installed) in the format of Document A(2). 2.2 Has a business turnover (income not including value-added tax) in the years 2013, 2014 and 2015, in an amount of at least NIS 8 million per annum, in the field of the provision, installation and dismantling of ice skating rinks. For proof of the fulfillment of this threshold condition, the participant must produce confirmation of an accountant in the format of Document A(3). 2.3 Has submitted an original bank guarantee in an amount of NIS 50,000 (fifty thousand new shekels) in accordance with the provisions of Clause 4.9 below, to ensure its offer in the tender. The participant must submit an original guarantee as specified in Clause 4.9 below. 2.4 It is clarified that a participant who is a corporation which incorporated overseas (hereinafter: "the foreign corporation"), will be required to fulfill all of the threshold conditions above. It is clarified that it is possible for the foreign corporation to present in its framework a collaboration agreement with a corporation which is incorporated in Israel (hereinafter: "the Israeli corporation"), and a deed of authorization to the Israeli corporation empowering it to carry out the installation and the disassembly of the rink on behalf of the foreign corporation, including the repeat installation and disassembly. However, it is clarified that the engagement agreement under this tender shall be signed between the Company and between the foreign corporation and the foreign corporation will be liable for the entirety of the undertakings set out in the tender documents and the agreement thereunder. 3.

The Offer of the Participant

3.1 The offer shall be submitted by a single legal entity only, (the submitter will be called above and hereinafter: "the participant" or "the offeror"), when all of the documents and the approvals required in the tender, including the bank guarantee, shall be in the name of the participant in the tender only. 3.2 The offer of the participant shall be submitted solely and exclusively upon the form for submission of offers which constitutes an inseparable part of this tender and which shall be completed in full in accordance with the terms set out therein. It is clarified that the monetary offer form (document B(1)) must be submitted in two lawfully signed copies.

3.3 In addition, and as stated above, the participants in the tender will submit technical specifications of the rink, with an emphasis on the manner of its multiple installation and dismantling, dimensions, weight, ancillary accessories, durability of materials and any additional technical information, including the following details: 3.3.1

Work plans, placement plans, placement of equipment and details of

3.3.2

Capacities, engineering calculations and diameters of piping.

3.3.3

Static calculations and performance details for the construction.

performance.

3.3.4 Details of time tables required for provision, transport and installation of the rink at the hall from the moment of request by the Company. The technical specifications as mentioned above shall serve the Company for examination of the rink and its suitability to its needs and which shall be attached as Appendix D to the agreement. 3.4 The offer of a participant shall include all of the services and the work in entirety, all of the materials and/or the equipment required for performance of the work and all of the expenses and the profit, including taxes, depreciation, levies, transport, storage of equipment and so forth which shall be required for performance of the work. It is clarified that any and all taxes applicable to revenues from provision of services in Israel shall be borne by the offeror. 3.5 Any change or amendment carried out in the tender documents or any reservation with regard thereto, whether by means of annotation in the body of the documents or by means of an accompanying letter or by any other means may bring about the rejection of the offer and in any event the party shall be bound solely by the text which was prepared by the Company, without any change, addition or reservation. 3.6 The authorized signatories of the participant must sign upon all of the tender documents, including the offer of the participant, the engagement agreement and its appendices, in the place intended therefor and in the margins of each page. 4.

The Offer Documents

Every offeror who is incorporated as a corporation in Israel shall attach to its offer the entirety of the documents specified below: 4.1 All of the tender documents when they are signed by it together with the minutes of the meeting of offerors and the notices to the offerors (to such extent as have been prepared/sent by the Company), when they are signed by it (when every page is signed by the participant in the margins). 4.2

All of the documents specified in Clause 3 above.

4.3 All of the approvals required in accordance with the Law for Transactions with Public Bodies – 1976, meaning: 4.3.1 Valid confirmation from the tax assessor, an accountant or a tax advisor or a copy thereof proving that the participant conducts its books of accounts and records which it must conduct in accordance with the Income Tax Ordinance and Value-Added Tax law – 1976 (hereinafter: "the VAT law"), or that it is exempt from the conduct thereof, and that it reports to the tax assessor upon its income and that it reports to the administration regarding transactions upon which tax is imposed in accordance with the VAT law. 4.3.2 An affidavit declaring the compliance with the employment laws – a precondition to a transaction with a public body, in the text of Document A(4). 4.4 A copy of the licensed trader certificate or confirmation of the tax authorities that it is a licensed trader (in the instance of a participant who reports in a unified file – the confirmation will be attached also from the tax authorities regarding the inclusion of the participants in the unified file of the trader, for whom the approval was issued and attached to the offer). 4.5

A valid approval of the deduction of tax at source, in the name of the participant.

4.6 A copy, confirmed by an attorney as "according with the original" of the certification of incorporation of the participant. 4.7 An up-to-date printout of data upon the participant from the books of the registrar of corporations relevant to the type of incorporation of the participant. (Details of pledges are not necessary.) 4.8 Confirmation of an attorney or an accountant confirming that the participant is a registered corporation and that the signatures upon the documents of the tender are those of the authorized signatories on behalf of the participant and that they bind the participant for all intents and purposes and that the aforementioned authorized signatories are authorized to bind the participant and to sign in its name upon any additional or other documents which shall be required for purposes of this tender and its performance (in the margins of the declaration form (Document B) or a separate document). 4.9 An original autonomous guarantee issued by a bank in Israel or by an Israeli insurance company which holds a license to operate in Israel in insurance in accordance with the law for Supervision Over Insurance Businesses – 1981, at the request of the participant in the tender, in favor of the Company in the form as attached as Document A(2) in an amount of NIS 50,000 (fifty thousand new shekels), valid through the date 20/03/2017 exactly, and this to ensure its offer in the tender. It is clarified that: The tenders committee shall be entitled to demand an extension of the validity of the guarantee for an additional period for which the offeror will extend the validity of

the guarantee as required. Failure to extend the guarantee as required shall constitute, in and of itself, a cause for rejection of the offer of the participant. The tenders committee shall be entitled to reject an offer to which a guarantee was attached which does not comply with the terms of this tender. The tenders committee and/or the Company shall be entitled to submit the guarantee for discharge, in whole or in part, in the following circumstances: 4.9.1 At any time at which a participant will withdraw its offer after the passage of the final date for submission of offers, in any manner whatsoever. 4.9.2 At any time at which a participant has acted over the course of the tender by way of trickery or lack of clean hands. 4.9.3 At any time at which the participant has delivered to the tenders committee information which is misleading or which is materially imprecise. 4.9.4 At any time after the point at which the participant was selected as the winner in the tender, and it did not act in accordance with the provisions determined in the tender which are a precondition to the engagement. 4.9.5 At any time at which a participant who has won did not sign upon the engagement agreement within 14 days from the date of declaration of its winning of the tender. And all without detracting from the right of the Company to compensation in respect of any damage and/or loss which shall be caused to it subsequent to acts as mentioned above. For the sake of removal of doubt it is emphasized that there shall not be accepted as a guarantee a personal check and/or the check of a business guarantor. After engagement of the Company with the winner in the tender, the guarantees shall be returned to participants whose offer has not won, by registered post to the address which the offeror shall indicate in its offer. 4.10 It is clarified hereby that a foreign corporation as per the definition thereof above, shall be required to produce all of the documents included in Clauses 4.1, 4.2, 4.6, 4.8, 4.9 alone, and all of the documents specified below: 4.10.1 Confirmation of an accountant that the offeror is operating in accordance with the tax laws of its country of origin. 4.10.2 Confirmation of an accountant that the offeror is authorized and capable of issuing valid tax invoices to the Israeli Tax and Customs Authority, including for goods and services in the framework of this tender. It is clarified that the entirety of the documents as mentioned above shall be submitted in their original language and with an authorized translation into English.

4.11 It is further clarified that a foreign corporation which cooperates with an Israeli corporation, in accordance with that stated in Clause 2.5 above, will be required to produce the documents as specified in Clause 4.10 above, in the name of the foreign corporation, and in addition to all of the documents set out above, in the name of the Israeli corporation. 4.12 In the event that an offeror shall not have attached to its offer any of the documents stated above, the Company is entitled for this reason only and in accordance with its exclusive and absolute discretion, to reject the offer of the offeror or in the alternative to request that it add and/or complete and/or amend and/or clarify any of the documents in its offer and/or the data specified therein and the Company is entitled to ignore defects which are not material in accordance with its exclusive discretion. 4.13 Without detracting from the generality of that stated above, at the time and for the purpose of the assessment of the offers, the Company shall be entitled to demand of the offeror to specify and/or to clarify and/or to add documents to the documents which it has attached to its offer as mentioned and the offeror undertakes to cooperate with the Company and/or any party on its behalf which shall engage in the assessment of the offers and to produce any document which shall be required by them as stated. 5.

The Manner and the Time of the Submission of the Offer

5.1 The offer will be submitted by a single legal entity only, and all of the documents required in the tender including the bank guarantee (and additional documents if they shall be added) shall be in the name of the participant in the tender solely, save as stated otherwise explicitly. 5.2 The party submitting shall be called above and hereinafter: "the participant" or "the offeror", and shall submit its offer in two copies and in the Hebrew or English language when all of the documents and the approvals which are required in the tender, including the bank guarantee, shall be in the name of the participant in the tender only. 5.3 Offers which are submitted in accordance with the requirements of the tender, shall be submitted within the tender envelope when it is closed and bears the notation Tender No. 11/16 (without any other identifying marks). 5.4 The tender envelope shall be deposited in the tender box at the offices of the Company no later than Tuesday – 20/12/2016 at the hour of 12:00 exactly. An offer which shall be submitted after the last date as mentioned shall not be opened (save for purposes of identifying the participant for returning its envelope to it) and shall not be considered at all. It is clarified that foreign companies are entitled to submit their offers by means of a courier and/or a delivery person, however they are required to verify that their offers will be submitted up until the last date for submission of offers as specified above.

5.5 The offeror will submit its offer in an original file of the tender documents without carrying out any change, amendment, addition or reservation whatsoever and shall attach to its offer all of the documents which it is required to attach as stated above. In the event that the offeror shall have carried out a change, amendment or reservation of any type or kind whatsoever, in the tender documents (with the exception of completion of the details required for completion by it in its offer), the Company shall be entitled, for this reason only, to reject the offer or in accordance with its exclusive discretion to request of the offeror to amend its offer, or to view the offer as though it was submitted without any reservation as stated. In any event (and even if the Company has not made any remark with regard to the changes as mentioned, the parties shall be bound by the text of the tender documents which was prepared by the Company and as was delivered to the offerors. 5.6 It is emphasized hereby that the price offers do not include VAT. VAT at the legal rate as shall be valid at the relevant time, shall be added and shall be paid as against the production of a lawful tax invoice. 5.7 It is clarified and emphasized hereby that the offer of the offeror includes all of the expenses of the offeror, whether special or ordinary, of any type or kind whatsoever involved in the production of the goods in accordance with the terms of the tender, including manpower, equipment, vehicles, insurance, engagement with subcontractors, warranty and full service in accordance with that stated in this agreement and so forth, with the exception of VAT. 5.8 Dispatch of the offer by post or its submission in any other manner which is not the insertion of the envelope of the offer into the tenders box does not fulfil the requirement of the tender and an offer which shall not be located, for any reason whatsoever, in the tenders box at the time of its opening, shall not be considered an offer which participates in the tender. 5.9 The Company is entitled to extend the date for submission of offers by way of notice in writing to the participants. 5.10 Every offer shall be valid for a period of 120 (one hundred and twenty) days from the last date for submission of offers in the tender. The company shall be entitled to require the extension of validity of the offer for an additional 120 (one hundred and twenty) days and the offeror undertakes to act in accordance with this requirement. 5.11 Upon submission of the offer, the participant expresses his consent to the entirety of the terms of the tender and to all of that stated in the tender documents, and including all of the terms of the engagement agreement. 6.

Expenses of the Tender

6.1 All of the expenses, of any type or kind whatsoever, involved in preparation of the offer for the tender and in participation of the tender, and including all of the expenses involved in the issue of the guarantee required in the documents of the tender, shall be borne by the participant.

7.

Offerors Convention, Clarifications and Changes

7.1 An offerors convention shall take place on 05/12/2016 at the hour of 12:00. The convention will take place at the offices of the Company and will include a tour through the Pais Arena in Jerusalem. Participation in the meet is not a requirement. Without detracting from that stated above, the Company shall be entitled to conduct meetings and tours at its discretion for groups of offerors or for individuals. It is clarified that nothing in this right of the Company to conduct additional meetings/tours shall have the effect of requiring it to carry out meetings/tours as stated. 7.2 The participants are entitled to refer clarification questions in writing to the Company by means of Mrs. Sharon Shelley Dahan at email [email protected] no later than the date 08/12/2016 at the hour of 12:00. 7.3 Every explanation, interpretation or answer which shall be given orally, does not and shall not have any validity whatsoever. Only answers in writing shall bind the Company. 7.4 The Company is entitled at any time prior to the last date for submission of offers in the tender to introduce changes and amendments in the tender documents, at its initiative or in response to questions of the participants. There shall be no validity to changes, clarifications and amendments as stated, save if delivered to the participants in writing and in such instance, the changes, clarifications and amendments shall constitute an inseparable part of the terms of the tender. Changes, clarifications and amendments will be delivered to the participants by means of fax or email, in accordance with the details which they shall provide. 8.

Preservation of Rights

8.1 All of the rights in the documents of the tender are reserved to the Company, and the participants in the tender shall not be entitled to make any use of the tender documents other than for purposes of preparation and submission of an offer in this tender. 8.2 The Company shall be entitled to enforce upon an offeror/s whose offer/s shall be determined to have won, the terms of its offer in the tender in accordance with the terms of the agreement. 9.

Examination of the Offers 9.1

Examination of the offers shall be carried out in two stages as specified below:

9.1.1 Stage A – Examination of the completeness of the offer and the fulfilment of the participant of all of the threshold conditions. Participants whose offer shall be deemed complete and who shall fulfill all of the threshold conditions shall continue to Stage B of the tender.

9.1.2 Stage B – Sorting of the offers of the participants to the various specialists and grading of the offers of the participants by the examination committee which shall be appointed by the tenders committee in accordance with the following parameters (it is clarified that the points below shall be calculated independently for each separate field): Subject

Maximum Points Experience of the offeror in 20 installation of Olympic ice rinks which may be disassembled and reassembled in Israel and/or overseas Grading of the proposed rink 30 and its suitability to the terms of the tender and the requirements and needs of the Company, in accordance with the technical details which were attached by the offeror as stated in Clause 3.3 above.

Time table for installation of the rink

initial 10

Price offer for provision of the 35 rink, its installation in accordance with the terms of the tender and the agreement and its disassembly and

Manner of Grading For each additional Olympic ice rink which was installed by the offeror, beyond the five (5) rinks required in accordance with the threshold conditions set out in Clause 2.1, the participant will be awarded 2 points up to a maximum of 20 possible points. The tenders committee will assess the rinks which are offered by the offeror and its suitability to the Hall, to the needs of the Company and for repeated use which the Company intends to make thereof, and all in accordance with the technical details which the offeror shall attach to its offer. For examination and grading of the technical solution which is proposed by the offeror, the committee shall be entitled to make use of professional advice for such purpose and to summon the participant for clarifications and/or to require additional documents and clarifications. The tenders committee will examine the time table which the offeror shall specify in its offer in accordance with the provisions of Clause 3.3 above, with regard to the time required for transportation, provision and initial installation of the rink at the Hall, and all in accordance with the needs of the Company. For examination and grading of this item, the committee shall be entitled to utilize professional advice for such purpose and to summon the participant for clarifications and/or to require additional documents and clarifications. The offeror must present a price offer with regard to the first use of the rink which shall include the entirety of the costs of the Company in respect of transport and provision of the rink, its installation in the Hall upon

transport to storage thereafter.

demand of the Company and its disassembly thereafter, and its storage in the warehouses of the Company. The lowest price proposed shall award the offeror the maximum points and the remainder of the participants shall receive points in proportion thereto.

A price offer for repeat 5 transfer, assembly and disassembly thereafter.

The offeror must present a price offer with regard to the additional services which include the entirety of the costs of the Company in respect of transport of the rink from the warehouses of the Company to a place to be determined by the Company upon its request, the assembly at the Hall and disassembly thereafter, and the return to storage at the warehouses of the Company. The lowest price proposed shall award the offeror the maximum points and the remainder of the participants shall receive points in proportion thereto.

9.2 Notwithstanding all of that stated above, the tenders committee does not undertake to determine that the least expensive offer or any offer shall be the winner. The tenders committee is further entitled to subject the winning to terms, without being required to give grounds, and the tenders committee is further entitled not to select an offer in entirety or to select parts of any offer and the tenders committee is further entitled to decide to accept a number of suitable offers and to engage with a number of participants, such that each participant shall provide only part of the goods as specified in the offer. It is clarified hereby expressly that the participant shall not have any demand – monetary and/or otherwise – of the Company in connection with all of that stated above and/or subsequent to non-acceptance of its offer or cancelation of the tender. 9.3 Without detracting from the generality of that stated above, the tenders committee shall be entitled not to consider offers of a participant or to reject it if it shall have reasonable cause to suspect that it has acted in lack of good faith and/or in a manner which is not customary in tender proceedings or that its intention was to mislead the committee by way of errors which were carried out intentionally or by way of unfair trickery or that its offer is based upon a misunderstanding of the subject of the tender or upon incorrect assumptions or in the event that the prices proposed in the offer are not reasonable. 9.4 The tenders committee (or a party on its behalf) is entitled, at its exclusive discretion, to discuss with the participants in private with regard to their offers, to demand of participants additional details and/or additional clarifications to its full satisfaction also after the

opening of the offers in order to examine the participant and its offer, in the framework of its considerations as mentioned, including balance sheets, value-added tax reports and deduction reports, to request of participants whose offers have been deemed suitable, whether one is speaking of a single participant or a number of participants (including only with some of the participants), to amend or to improve their offers, whether orally or in writing, whether at one stage or at a number of stages, whether prior to selection of the winner or thereafter and to request the actual presentation of the capacity of the system or an examination of the system itself by the tenders committee (or any party on its behalf). The procedural rules and the list of participants with which discussions shall be held shall be determined by the tenders committee. 9.5 Even after determination of the winner, the tenders committee is entitled to negotiate with it in order to amend or improve its offer. 9.6 For the sake of removal of doubt, nothing in this authority of the tenders committee has the effect of requiring the tenders committee to conduct negotiations as mentioned, or to enable the participant to qualify in any manner whatsoever anything stated in the tenders documents or to enable a participant to withdraw from what is written in its offer. 9.7 Failure to submit a price offer and/or non-completion of an item requiring completion and/or any change or supplement which shall be carried out to the tenders documents or any other reservation with regard thereto, whether by change or supplement on the documents themselves or in an accompanying letter and/or in any other manner may bring about rejection of the offer and/or its completion by the tenders committee and/or any other result or action, as shall be determined by the tenders committee. 9.8 Failure to submit a document or documents which must be submitted in accordance with the requirement of this tender, may bring about rejection of the offer or a demand for completion thereof and/or any other result or action, as shall be determined by the tenders committee. 9.9 The tenders committee is entitled not to consider any offer which is unreasonable in terms of prices with regard to the essence of the offer and its terms, or due to a lack of specific reference to any of the clauses in the tender which in the opinion of the tenders committee prevents proper assessment of the offer. 9.10 The tenders committee shall be entitled to take into account in its considerations for selection of the offers the reliability and experience and capacity of the offeror to carry out the agreement which is proposed and the experience of the Company with the offeror in the past. 10.

Notice of Winning and Engagement

10.1 Upon determination of the winner in the tender, a notice thereupon shall be delivered to the winner in writing.

10.2 The offeror who shall be determined as the winner in the tender undertakes to produce the performance guarantee as specified in the agreement within 7 days and to transfer to the Company the confirmation of the existence of insurance as specified in the agreement. 10.3 An offeror whose offer was not accepted shall receive notice thereupon and the bank guarantee which was issued by it in connection with its participation in the tender shall be returned to it. 10.4 In the event that the winner shall not have fulfilled its undertakings as specified in Clause 10.2 above, within the period mentioned there, including failure to have produced one or more of the documents which it was required to produce in light of its win and/or has withdrawn from its offer, the Company shall be entitled to cancel the win in the tender and to exercise the guarantee which was submitted by the participant together with its offer as predetermined and agreed compensation and without this detracting from any rights and/or remedy also available to the Company in light of this breach of undertakings by the winner. The Company shall further be entitled in such instance to order the goods from any other offeror, and all without detracting from any other remedy or relief to which the Company is entitled in accordance with the tender and/or in accordance with any law. 10.5 Without detracting from that stated above, in an instance where a winner has not fulfilled one of its undertakings subsequent to its win as mentioned and the Company, in accordance with its exclusive discretion, has decided not to cancel the win, the Company shall be entitled to an amount of NIS 1,000 (one thousand new shekels) as predetermined agreed compensation in respect of every day of delay from the expiry of the period set out in Clause 10.2 above and until the date of the fulfilment of the undertaking of the winner or the date at which all of the confirmations shall be produced. 11.

Budgetary Approval

11.1 It is clarified hereby that determination of the winner in the tender is subject to budgetary approval from the authorized parties at the Company, and in the event that the offer is higher than the budget of the Company for the tender, the Company shall be entitled to cancel the tender. 11.2 The Company shall further be entitled at its exclusive discretion to order a part of the goods and/or to order them in stages or to reduce their scope up to a budgetary scope which is suitable and approved, and all in accordance with the budget which was approved for the results of the tender. 11.3 The offeror and/or any party on its behalf shall not have any contentions, demands and/or claims of any type or kind whatsoever as towards the Company due to utilization of the Company of these rights. 12. Cancellation of the tender 12.1. The Company is entitled to reduce the scope of the tender or to cancel it or to cancel parts thereof or to commence a new tender for any reason whatsoever including in an

instance where the offers which were received are unreasonable or shall not meet the threshold conditions or as a result of unanticipated disruptions to the time tables, budgetary problems and so forth. 12.2. In addition to that stated above and that stated in accordance with any law, it is clarified hereby that the Company shall be entitled – but not required – to cancel the tender also upon the occurrence of any one of the following events: 12.2.1. The offers which were submitted are at a price which is materially higher or lower or unreasonable in contrast to the professional estimate which was carried out and/or from prices which the Company deems to be fair and reasonable prices for the services and the provision of the rink in question in the tender. 12.2.2. Over the course of the tender it is discovered, after the publishing of the documents of the tender and/or in light of clarification questions and/or after the opening of the offers, that an error occurred in the details or the demands set out in the documents or that figures/material requirements were omitted from the agreement and/or its appendices or that these were based upon erroneous or incomplete data. 12.2.3. There is a reasonable basis to assume that the offerors, in whole or in part, coordinated their price offers and/or operated in an attempt to create a restricting arrangement. 12.3. In the event that the Company shall decide to cancel the tender, none of the offeror sin the tender and/or whomever shall have bought the tender documents shall have any claim and/or demand and/or contention as towards the Company and/or as towards any party on its behalf. 13.

General provisions

13.1. In the event that the Company shall learn, whether by means of an offeror or through some other means, that any of the declarations of an offeror or a representation made by an offeror to the Company in the framework of its offer are untrue, incomplete or imprecise, the Company is entitled to reject the offer, to exercise the guarantee in its possession and if it shall have selected the offer as a winner – to cancel the win. 13.2. The tender documents are the intellectual property of the Company which is transferred to the offerors for purposes of submission of the offer alone. No use may be made of the tender documents other than for purposes of preparing and/or submitting offers. 13.3. The exclusive and unique jurisdiction in everything relating to the matters and issues arising from or related to this tender, shall be that of the competent courts in Jerusalem.

_______________________________________ Zion Turgeman, CEO.

Tender No. 11/16 Document A(1) Participant details

Details of the Participant and Fulfillment of Threshold Conditions 1. Details of the participant 1.1 Name of participant __________________________________ 1.2 Identity number _____________________________________ 1.3 Address of participant (including post code) _______________ 1.4 Name of contact person at participant ____________________ 1.5 Position of contact person _____________________________ 1.6 Telephone numbers __________________________________ 1.7 Facsimile __________________________________________ 1.8 Email _____________________________________________

2. Experience - fulfillment of threshold conditions set out in clause 2.1 Established at least 5 Olympic ice rinks which may be disassembled and reassembled in Israel or overseas within the last five (5) years preceding the date of publishing of the tender Name of recipient of rink

Place of installation of rink

Name and position of contact person

Telephone num.

Date of installation (month and year)

*Additional experience must be included in the table above, for purposes of points in the grading of the quality of the offer in accordance with clause 9.1.2 in the tender documents.

Name of Participant __________________ Signature and Stamp of Participant __________________ Date __________________

Attorney Confirmation: I confirm that the signatures above are the signatures of ______________________________, who are authorized to sign and to undertake in accordance with the law in the name of ______________________ (the participant) and that their signatures together with the stamp of the Company, bind the participant for all intents and purposes. _______ Date

__________________ attorney

Tender No. 11/16 Document A(2) Confirmation of Performance of Work Clause 2.1 To Ariel - Municipal Company For Sport, Culture And Leisure Management In Jerusalem Ltd Re:

Confirmation of Receipt of Services of Provision, Installation and Disassembly of Ice Rink

I the undersigned, __________________ serve in the function of ____________________ at _____________________ (hereinafter: "Recipient of the Services"), hereby confirm that ________________________ Corporate I.D. No. ____________ (hereinafter: "The Participant") provided to the Recipient of the Services the provision, installation and disassembly of an ice skating rink. The monetary scope of the services as was paid by the Recipient of the Services to The Participant was: NIS _________ Date of performance of the work: ______________________

__________________________________ Signature + Stamp **The confirmation must be on the letterhead of the Recipient of Services.

Tender No. 11/16 Document A(3) Confirmation of Accountant Regarding Turnover To: _________________________________________ (The Participant) Re:

Confirmation of Turnover in the Years 2013 - 2015

At your request and as the accountant of your company I hereby confirm the following: A.

We have served as the accountants of your company since the year _______.

B. The audited/reviewed financial reports of your company for the date _____________ (or in the alternative the date ________________ and the date _________________) (1) were audited/reviewed (respectively) by our office. In the alternative: The audited/reviewed financial reports of your company for the date/dates (1) _____________ were audited by other accountants. C. The opinion/survey report which was issued for the audited/surveyed financial reports (respectively) for the date/dates (1) ________________ do not include any reservation and/or any indication of any other deviation from the uniform format (2). In the alternative: The opinion/survey report which was issued for the audited/surveyed financial reports (respectively) for the date/dates (1) _______________ includes a deviation from the uniform format however said deviation does not have any ramifications upon the information specified in Clause D below. In the alternative: The opinion/survey report which was issued for the audited/surveyed financial reports (respectively) for the date/dates (1) _______________ includes a deviation from the uniform format and said deviation does have ramifications as specified above upon the information set out in Clause D below.

D. In accordance with the aforementioned audited/reviewed financial reports for the date/dates (1) ________________ the turnover of your company in each one of the Years 2013, 2014, 2015 deriving from the provision, installation and disassembly of ice skating rinks, is higher than/equal to NIS $8 million. Respectfully,

__________________________________ Accountant 1. Dates will be indicated in accordance with that required in the tender documents. 2. For purposes of this letter, an opinion which includes supplements which are specified in the examples for the Audit Regulation No. 99, shall be deemed as an opinion without deviation from the uniform format. Notes: 

The format of this report was determined by the joint committee of the Government Procurement Administration and the Israel Chambers of Accountants – August 2009.

Will be printed on CPA office letterhead.

Tender No. 11/16 Document A(4) Compliance with Employment Law Declaration Form Regarding Compliance with Employment Laws – A Condition to a Transaction with a Public Body I the undersigned ______________________ I.D. No. __________ after I have been cautioned that I must state the truth and that I shall be liable to the penalties prescribed at law if I shall fail to do so, declare hereby as follows: 1. I hereby grant this declaration in the name of ______________________, Identity No. ______________ (hereinafter: "The Body") which is the body requesting to submit an offer to Tender No. 11/16 of the Ariel Economic Corporation. I declare that I am authorized to issue this declaration no behalf of the body. 2. In this, my declaration, the meanings of the terms "having a connection to", "violation", "conviction" and "date of the engagement" is as per their definition in Section 2B(a) of the Transactions with Public Bodies Law – 1976 (hereinafter: "The Law"), under the heading "Compliance with Employment Laws – Precondition to Engagement with a Public Body". I confirm that the meaning of these terms was explained to me and I understand them. 3. I hereby declare that the body and those connected with it1: [ ]

Have not been convicted of more than two violations or were convicted of two violations however at the date of the engagement at least 3 year have passed since the date of the last conviction.

[ ]

Were convicted of more than two violations over the 3 years preceding the date of engagement (attached are details regarding the convictions including the essence and dates thereof).

4. I further declare that upon the body or upon those connected to it2:

1 2

[ ]

Monetary fines were not imposed due to more than six breaches which constitute a violation in the 3 years preceding the date of the engagement.

[ ]

Monetary fines were imposed due to more than six breaches which constitute a violation in the 3 years preceding the date of engagement. (Attached are details regarding the fines including their essence and the dates.

Mark 1 of the options in the clause. Mark 1 of the options in the clause.

This is my name, below is my signature and the content of my above declaration is true.

_________________________________ Signature of the Declarant Confirmation I hereby confirm that on the date ___________________ there appeared before me _____________________, Adv., License No. ______________ with offices at _________________________________________, Mr./Mrs. ______________, who is known to me personally and after I have cautioned them that they must declare the truth and that they shall be liable to the penalties prescribed at law if they shall fail to do so, confirm the correctness of the declaration above and signed thereupon before me.

_________________________________ Stamp + Attorney's Signature

Tender No. 11/16 Document A(5) Text of Bank Guarantee Text of the Bank Guarantee Date: ___________________ To Ariel - Municipal Company For Sport, Culture And Leisure Management In Jerusalem Ltd Re:

Bank Guarantee No. ______________

At the request of _____________________, Identity No. ___________ (hereinafter: "The Participant"), we hereby guarantee to you for the discharge of any amount up to NIS 50,000 (Fifty Thousand new shekels) (hereinafter: "The Amount of the Guarantee"), and this to ensure its offer in Tender No. 11/16 which was published by you. We undertake to pay to you any amount or amounts up to the total of the amount of the guarantee within 14 days from receipt of your first demand in writing, without imposing upon you to base or ground your demand in any process whatsoever or any manner whatsoever or to demand the amount first from the Participant by way of a legal action or in any other manner, and without making any contentions of defense towards you whatsoever which may be available to the Participant in connection with any obligation whatsoever towards you. You shall be entitled to demand from us the payment of the amount above on a single occasion or in a number of demands, each one of which shall relate to a part of the aforementioned amount only, and provided that the total of your demands does not exceed the total amount above. This guarantee is irrevocable and independent and may not be cancelled and shall be valid up until 20/03/2017 and in general. This guarantee may not be transferred or assigned in any manner whatsoever. A demand by facsimile and/or electronic mail and/or telegram shall not be deemed as a demand for purposes of this deed of guarantee. Date: ______________

Bank/Insurance Company:

______________________________

Tender No. 11/16 Document B Declaration of Participant To Ariel - Municipal Company For Sport, Culture And Leisure Management In Jerusalem Ltd (hereinafter: "The Company") Dear Sir, Madam, Declaration of Participant – Tender No. __11/2016 We the undersigned, after having thoroughly read and carefully examined all of the documents of the tender, hereby declare and undertake as follows: 1. We have thoroughly read and carefully examined and we consent to all of that stated in the tender documents. 2. We have examined all of the conditions and the circumstances relating to full performance of our undertakings in accordance with the tender documents, the laws, the requirements and the procedures of all of the authorized authorities and any other party whose approval is required for purposes of fulfilling our undertakings in accordance with the tender documents and all of the parties who have or who may have an influence upon our offer. We further confirm that the determination of the consideration in this, our offer, was made taking into consideration all of the data above and that we do not, nor shall we have, any contention, claim or demand in connection with that stated above and/or with our offer. 3. We have submitted our offer in accordance with that stated in the tender documents and in reliance upon the examinations we have carried out. We possess all of the information we require and we consent to all of that stated in the tender documents and we shall not present any claims or demands which are based upon ignorance and/or misunderstanding and we hereby waive in advance any such contentions as mentioned. 4. We undertake that for the duration of the entirety of the period of the engagement, we shall comply with the provisions of any law and/or the instructions of the authorized authorities in Israel, as shall be valid from time to time, without any additional consideration whatsoever. 5. We fulfill all of the terms required in accordance with the documents of the tender and we undertake to perform all of the works and the services in question in the tender. 6. This, our offer, is submitted without any connection or coordination with other participants.

7. We have all of the technical and professional means, manpower and all of the equipment required and suitable for performance and completion of the work and to carry out the services at the times which are indicated in the tender documents, and we undertake to do so in the event that we shall be selected as winners in the tender. 8. We are familiar with all of the laws which relate to the work and the services in question in the tender. 9. In reliance upon all of that stated above and below in all of the tender documents, we propose to provide, to install and to disassemble the Olympic ice rink as specified in our offer and in accordance with the tender documents and the agreement, in consideration for the prices specified in our offer which is attached hereto as Document B1 below. 10. This offer is irrevocable and may not be canceled or changed and shall be valid for 120 (One Hundred and Twenty) days from the last date for submission of offers in the tender. We are aware that the Company shall be entitled to demand an extension of the validity of the offer for an additional 120 (One Hundred and Twenty) days and that in the event that we shall not extend our offer as is required, our offer will be rejected and all without detracting from any remedy or relief to which the Company shall be entitled in accordance with the tender and/or in accordance with any law. 11. We consent that you shall be entitled, but not required, to view our offer as an irrevocable offer as stated in Clause 3 of the Contract Law (general part) – 1973 and its acceptance by you shall constitute the effecting of a binding agreement between ourselves and between yourselves. 12. In order to ensure fulfillment of our offer and our undertakings, we deliver a guarantee as is required in the tender documents. 13. In the event that our offer shall be accepted, we undertake that within the date determined in the notice of the Company upon the winning, we shall sign upon any document and we shall deliver to the Company a performance guarantee deed and confirmation of the effecting of insurance, all as is required in the tender documents and we shall commence performance of the work on the day which the company shall direct us so to do. 14. In the event that for any reason we shall not fulfill our undertakings, we consent that the guarantee which was delivered by us together with our offer in the tender shall be submitted for exercise by the Company, and the amount of the guarantee shall be forfeited as predetermined and agreed compensation. 15. Our offer is within the bounds of the purposes and the authorities set out in the documents of the participants in whose name the offer is submitted. We are entitled to sign on behalf of the Participant upon this offer. Our signature binds the Participant and there is no bar in accordance with any law or agreement to our signature upon this offer.

16. We declare and consent that in the event that we shall not produce one or more of the documents set out in the tender documents and/or shall not fulfill our undertakings for provision of the goods in accordance with our offer, the Company shall be entitled to an amount of NIS 1,000 (One Thousand New Shekels) as predetermined and agreed compensation in respect of each day of delay from the expiry of the dates indicated in the tender documents, as the case may be, and up until the date of the production of all of the approvals, in accordance with the latest of these.

__________________ Date

____________________________________ Signature of Participant

I the undersigned ___________________, Adv. of __________________________________ (hereinafter: "The Participant") hereby confirm that on the date __________________ there signed before me upon this offer above and upon the remainder of the tender documents and the offer Messrs. _________________________________ I.D. No. __________________ and ___________________________________, I.D. No. ____________________ on behalf of The Participant, that The Participant is an existing and valid corporation and that The Participant has passed all of the resolutions and obtained the required approvals in accordance with its documents of incorporation and in accordance with any law for the signature of The Participant upon the offer in the tender and that the signature of the aforementioned persons above binds The Participant.

____________________________________ Attorney

Tender No. 11/2016 Document B1 Offer of Participant Offer We the undersigned _____________________________ Identity No. ___________________ who serve as authorized signatories of ____________________________________ Identity No. _______________, after we have read the tender documents and signed upon the declaration in Document B above, submit our monetary offer as follows: 

In respect of provision and transportation of the Olympic ice rink, its installation at the date which shall be determined by the Company and its disassembly and storage at the warehouses of the Company thereafter, we shall demand a non-recurring consideration in an amount of NIS _____________________ (and in words: ___________________ New Shekels).

We are aware that in the framework of our price offer above there are included every item and/or service and/or work which are set out in the tender documents and/or in the agreement, including a warranty for 3 years for the rink and including instruction for employees of the Company as specified in the tender documents and the agreement. 

In respect of transportation of the rink from the warehouses of the Company to a place as shall be determined by the Company, its installation at the time and in the size and in the configuration as shall be determined by the Company and its disassembly and storage in the warehouses of the Company thereafter, we shall demand a non-recurring consideration in an amount of NIS __________________ (in words: _____________________ New Shekels), in respect of each additional round.

Notes: 1. The offeror must complete his offer for both types of services as specified above, and it is clarified that non-completion of either of both details, shall bring about rejection of the offer, in accordance with the discretion of the tenders committee. 2. The prices shall be given in New Shekels and in tens of Agurot (up to one digit after the decimal point). An offer which shall be given in single Agurot (two or more figures after the decimal point) shall be rounded down by means of erasure of the digits up until one digit after the decimal point, in accordance with the decision of the tenders committee. 3. The prices do not include value added tax. Value added tax shall be paid at law as against receipt of a lawful tax invoice. 4. It is clarified that to such extent as the proposed rink is imported by the offeror from overseas, the Company will bear the cost of Israeli Customs and local taxes directly arising from import of the rink, while the offeror will bear the costs of transport and

insurance from the country of origin and to the Hall, as well as the entirety of the costs, including the cost of the taxes and customs up until the transfer of the rink to the Israeli Customs authorities. The offeror must calculate that stated in this clause as part of its offer, including all of its expenses of any type. It is further clarified that any and all taxes applicable to revenues from provision of services in Israel shall be borne by the offeror. 5. Tax will be deducted at law in respect of the provision of the services.

TENDER NO. 11/16 DOCUMENT C AGREEMENT Which was made and signed in Jerusalem on the day __________ of the month __________ of the year __________ Between:

Ariel - Municipal Company For Sport, Culture And Leisure Management In Jerusalem (hereinafter: "the Company") of the one part,

and between __________ Ltd. Corporate I.D.: __________ of: __________ Tel: __________, Fax: __________ (hereinafter: "the Supplier") of the second part,

Whereas: the Company has published Tender No. 11/16 for the purchase and installation of an ice skating rink which may be disassembled and reassembled (hereinafter: "the Rink" and/or "the Goods") at the Pais Arena (hereinafter: "the Tender"), all as specified in the tender documents and in this agreement below. And whereas the Supplier, after having read the tender documents, understood the requirements of the Company, its needs and the physical and economic conditions for the provision, installation and disassembly of the Goods, has submitted its offer in the Tender. And whereas the Supplier declares and undertakes that it is prepared to supply the goods as stated in this agreement and is entitled to do so in accordance with any law, and that it possesses all of the approvals and legal licenses required for performance of its undertakings in accordance with this agreement. And whereas on the basis of its offer and declarations as well as the representations made in the framework of the examination of its offer, the tenders committee of the Company has decided to determine that the offer of the Supplier is the winner of the Tender and to sign with it upon the agreement for engagement for the supply of the Goods in question in this agreement.

Accordingly it is declared, stipulated and agreed between the parties 1.

Preamble

1.1. The preamble to this agreement constitutes an inseparable part thereof and is deemed to be included in its terms. 1.2. The headings and the subheadings in this agreement are intended for the sake of convenience only and shall not serve for interpretation of the agreement. 1.3. In an instance of a contradiction or a discrepancy between the agreement and its appendices, that stated in the agreement shall be preferred over that stated in the appendices, save if stated otherwise. 1.4. The documents specified below, whether if they are actually attached or not, constitute an inseparable part of this agreement: Appendix A -- Text of the Performance Guarantee. Appendix B -- Confirmation of Insurance. Appendix C -- Work Plan and Quantities Document. Appendix D -- Technical Specifications (will be prepared by the winner in accordance with its offer/will be approved by the Company and attached to the agreement). Appendix E -- Detailed Timetables and Work Plan for performance of the Installation. (Will be prepared by the winner in accordance with its offer/will be approved by the Company and attached to the agreement.) All of the documents specified above, including this contract, will be called hereinafter for the sake of convenience "the Contract". 2.

Definitions

The terms appearing on the left-hand side shall have the meanings in this agreement as attributed thereto on the right-hand side: "the Company"

Ariel - Municipal Company For Sport, Culture And Leisure Management In Jerusalem Ltd.

"the Supplier"

__________ Ltd. including its workers, employees, managers, subcontractors employed by it (to such extent and after the Company shall grant its approval for their

employment, as specified in this agreement), and all of those acting in its name and on its behalf. "the Arena" or "the Pais Hall"

The Pais Arena Hall which is located adjacent to the Teddy Stadium.

"the Warranty Period"

The period during which the Supplier will grant to the Company services of warranty, maintenance and repair of the Goods as specified in this agreement. For a period of 36 months from the date of supply and installation, the services of support, warranty, maintenance and repair shall be provided for the Goods without any additional cost to the Company.

"the Manager"

Whomever shall be appointed by the Company to manage the engagement in the framework of this agreement, to supervise over supply of the Goods and to liaise with the Supplier during the period of the warranty and whom shall have the entirety of the authorities determined in this agreement below with regard to the Supplier as mentioned.

3.

Declarations of the Supplier The Supplier hereby declares as follows:

3.1. That it has read the agreement, and that the terms and requirements set out therein are known and absolutely clear to it and that it has the capacity to fulfill them and to carry them out professionally to the full satisfaction of the Company and that all of the representations which it made to the Company in the framework of the Tender documents and/or its offer are true and precise representations. 3.2. That there is no restriction upon it at law, contract and/or the incorporation documents to its engagement in this agreement, and to providing the Goods. The Supplier further undertakes that for the duration of the entirety of the period of engagement in accordance with this agreement, it shall have in its possession, in its name and currently valid all of the licenses, permits and approvals which are required in accordance with any law, including those listed below, and it further undertakes to act immediately to renew the validity of any license, permit or approval whatsoever if it shall be terminated and/or expire.

3.3. That it engages in the provision of goods in question in this agreement and that it has the knowledge, ability, skills, professionality, financial resources, experience, skilled and reliable employees, and all of the means which are required and suitable, in the proper quantity, as shall be required for performance of provision of the Goods to the Company in accordance with that stated in this Contract. 3.4. That it has examined the needs of the Company and that they are clear to it and that it declares that the Goods comply with the demands and the needs of the Company as stated in the Tender documents and this agreement, and for such purpose it has received all of the answers and the information required of it from the Company and therefore it shall have no claim or contention as towards the Company or with regard to the supply of the Goods. 3.5. That there does not exist and there will not exist any employer-employee relation between its workers and/or its employees for any purpose whatsoever, and between the Company, and the Supplier will act in every manner in the framework of this agreement and its provisions as an independent supplier. It is clarified that the parties do not intend to apply to the Supplier and/or to any party on its behalf employee-employer relations. 3.6. The Supplier shall be exclusively responsible towards its employees, including subcontractors and their employees, for all of their social benefits and for any damage and/or loss to person and/or property which shall be caused to them during the course of/subsequent to/in connection with performance of its undertakings in accordance with this agreement. 3.7. That it is aware that falseness of its declarations in this Contract and/or the delivery of false details and/or the omission of details will accord the Company the entirety of the remedies available to it in accordance with this agreement and in accordance with any law, including the cancellation of the agreement and the payment of compensation. 4.

Undertakings of the Supplier

4.1. The Supplier will supply to the Company and will install the Goods, of the type and at the quantity as shall be directed by the Company in accordance with its offer in the Tender. 4.2. The Supplier undertakes hereby to supply and to install the Goods to the Company in good condition, at an excellent quality and level, and in accordance with the demands of the Israeli and/or international regulations which are relevant, and to the full satisfaction of the Company. The Supplier further undertakes that it is responsible for any defects or faults which shall be discovered in the Goods which it shall supply to the Company. 4.3. The Supplier undertakes that it shall ensure the production of all of the original deeds of warranty to the Company, for the Goods, to such extent as these exist. The Goods shall have a manufacturer's warranty of at least 3 years. To such extent as it shall be decided to extend the warranty, the Supplier will provide a document testifying to the extension of the warranty as mentioned.

4.4. In addition to its undertakings as specified above, in the framework of its services, the Supplier will provide to representatives of the Company as shall be determined by it, a full and comprehensive training and detailed technical materials with regard to the process of assembly and installation, disassembly and storage and instruction and with regard to the operation and routine maintenance of the rink. 4.5. The Supplier undertakes to fulfill the provisions of any existing and/or future law in connection with the supply and installation of the Goods, and shall pay all of the taxes, fees and levies required and imposed upon it for purposes of the provision and installation of the Goods, for the duration of the period of engagement in accordance with this agreement. It is clarified that any and all taxes applicable to revenues from provision of services in Israel shall be borne by the offeror. 4.6. The Supplier is not entitled to assign and/or pledge and/or transfer this Contract, in whole or in part, or any benefit deriving therefrom and/or any of its rights and/or any of its obligations in accordance with this agreement, to any other person or corporation, whether for consideration or without consideration. 5.

Supply, Installation and Disassembly of the Goods

5.1. The Supplier undertakes to supply, to transport and to install the Goods, no later than 90 days from the date of the issue of an order for commencement of work by the Company. It is clarified that the date designated for completion of installation of the Goods is up to the 25th of April, 2017, however the Company may preempt and/or postpone the date set out above in accordance with its needs and in accordance with the provisions of this clause. 5.2. Upon completion of provision and installation of the Goods, the Supplier will be responsible for obtaining a provision form signed by the Manager. 5.3. The Supplier will install the Goods at the location which the Company shall direct and at the time at which it shall determine and in coordination with those authorized on behalf of the Company in such a manner as shall enable use of the ice rink, immediately after completion of the process of installation, and this within 14 days from the date of supply of the Goods to the Arena. 5.4. The installation of the Goods will be carried out in accordance with the detailed installation plan which shall be submitted by the Supplier, as specified in Appendices D and E of the agreement, and will be approved in advance by the Company. The Supplier will appoint an authorized project manager on site who shall be responsible for the entirety of the team of employees and technicians which shall be employed by the Supplier in the installation of the Goods in accordance with the work plan and the stages of work which are required and in accordance with the detailed and computerized timetable which the Supplier shall submit in the framework of the signature upon this agreement. 5.5. The Supplier will bear all of the expenses involved in its undertaking in accordance with this agreement, including the expenses of the transport and installation of the

Goods to the Company and any other expense which shall be borne in full by the Supplier and shall be paid by it. 5.6. Upon completion of installation of the rink at the Arena, the Supplier will provide the Company with full and detailed documentation (preferably in the Hebrew language) with regard to the directions for use of the rink, including instructions for maintenance and cleaning. 5.7. The Supplier undertakes to provide the entirety of the warranty and the support for the equipment which it has supplied in accordance with that required in the Tender and without any stipulation. 5.8. After the date of completion of installation of the Goods, and in accordance with the request of the Company, the Supplier undertakes to arrive at the Arena in order to disassemble the Goods, not later than 7 days from the date of the request of the Company and to transfer them at the end of the disassembly to the warehouses of the Company in a location as shall be determined by the Company. 5.9. In the framework of the transport, the installation and the disassembly of the Goods, the Supplier undertakes to act with the required caution in order to prevent any damage to the Goods and this in order to enable repeated use and installation of the Goods upon the demands of the Company. 5.10. The Supplier undertakes to act in accordance with the provisions above each time it shall be called by the Company. And it is clarified that the Company is entitled, but not required, to demand the services of the Supplier for additional transportation, installation and disassembly of the Goods in accordance with its demands and needs. Nothing in that stated above shall have the effect of granting exclusivity to the Supplier and the Company shall be entitled to act by itself and/or by means of others in order to transport and/or install and/or disassemble the Goods at any time it shall determine. 5.11. To such extent as the Supplier will be invited to carry out repeat installation and disassembly, the Supplier declares that it shall be possible to assemble the rink in various sizes and configurations (including the creation of a smaller rink), and undertakes to carry out the installation of the rink in accordance with the size and the configuration as shall be determined by the Company. 5.12. The Supplier undertakes to carry out the entirety of the activities as specified above in accordance with the timetables which were determined by the Company as specified below: 5.12.1. Transportation of the rink to the Arena shall not exceed 5 days. 5.12.2. Installation of the rink at the Hall shall not exceed 10 days. 5.12.3. Final preparation of the rink for use shall not exceed 3 days.

5.12.4. Dismantling of the rink shall not exceed 2 days. 5.12.5. Transfer of the rink and all of its parts to the warehouses of the Company shall not exceed 4 days. 5.12.6. Repeat installation in accordance with the measurements and configurations which shall be determined by the Company shall be carried out and shall be completed within 3 weeks from the date upon which the Company delivered the work order as mentioned to the Supplier. 5.13. The offer and/or supply of used equipment is prohibited in the framework of this Tender. The entirety of the equipment which shall be offered and provided, and all of its components, shall be new. 5.14. For the sake of removal of doubt and without detracting from that stated above, it is clarified hereby that the Company shall be entitled to give notice to the Supplier with regard to defects in the Goods at any time up to the expiry of the period of the warranty as determined n this agreement. 5.15. The Supplier agrees that the Goods will be examined by the Company at the date of their arrival. To such extent as it shall be decided by the Company that there exists a fault or a defect or a discrepancy, the Company shall notify the Supplier of the requirement for replacement of the Goods which are defective and the Supplier undertakes to replace them immediately. 5.16. In the event that the Supplier shall not replace the Goods which are defective as stated above, the Company shall be entitled to carry out one or more of the following, and all in accordance with its exclusive discretion: 5.16.1. To return the Goods to the Supplier and to set off from the account of the Supplier the amount in respect of the Goods which were not provided or which were returned to it. 5.16.2. To carry out the repair by itself and/or by means of another supplier, in this regard also the acquisition of Goods from another Supplier, and to deduct from the amounts of the final bill the price of the repair which was carried out or which must be carried out and/or the price difference between the Goods which were due to have been supplied by the Supplier and the price which was paid in practice. 5.16.3. To take any other step in accordance with the law including a legal action for agreed compensation. 5.17. Nothing in that stated in this clause above has the effect of detracting from the rights of the Company to adopt any other step which is available to it in accordance with this agreement and in accordance with the provisions of any law.

5.18. The Supplier declares and undertakes hereby that it has been made aware that failure to supply and install the Goods, in whole or in part, in accordance with the timetables as mentioned in this agreement, may cause grave damages to the Company including legal actions and/or demands on behalf of third parties, and the Supplier undertakes to bear all of the damage, loss, expense or claims which shall be submitted against it subsequent to nonfulfillment by the Supplier of its undertakings in accordance with this agreement, this without detracting from the right of the Company to inform the Supplier of the cancellation of its order. In an instance of cancellation of the order as stated, the Company shall be exempt from payment of the consideration. 5.19. Without detracting from that stated above, and from the remainder of the remedies available to the Company, in accordance with this agreement and in accordance with the law, the Supplier undertakes to pay to the Company in respect of each day of delay in the supply and the installation of the Goods and/or delay in the dates set out in Clause 5.12 above, predetermined and agreed compensation in an amount equal to NIS 1,000 for every day of delay. 6.

Warranty, Maintenance and Service

6.1. The Supplier will provide services of support, warranty and maintenance for the Goods (hereinafter: "the Support Services"), for the duration of the period of the warranty as stated above. 6.2. services:

In the framework of the Support Services, the Supplier will provide the following

6.2.1. Replacement of parts in the rink as needed. All of the replacement parts shall be in accordance with the manufacturer's specifications. 6.2.2. Repair and replacement services due to a break in the rink or in any part thereof which has not arisen due to intentional sabotage or negligence. 6.2.3. The warranty of the Supplier will include all of the hardware, accessories, materials, labor and any defective component in the equipment which was provided. The repair or replacement will be carried out at the expense of the Supplier at the site of the Company. 6.2.4. In an instance where repair of a malfunction by the Supplier requires the disassembly of part of the rink and its repair at a laboratory and/or a site which is external to the Arena, the Supplier will install a replacement part in the stead of the defective part until completion of the repair and installation of the repaired part once again by the Supplier. 6.2.5. The arrival of a maintenance person for the handling of a malfunction shall be carried out on the same business day as the request by the Company.

6.3. Support Services will be granted by the Supplier without disruption to the continuous operations. Maintenance and service which require a shutdown will be carried out after the hours of activity and after coordination with representatives of the Company. 6.4. The Supplier undertakes to provide instruction to representatives of the Company with regard to basic maintenance of the Goods, however the warranty which the Supplier provides shall include also these basic maintenance procedures, even in the event that these are carried out by the representatives of the Company. 6.5. The Supplier undertakes to maintain in Israel an inventory of available components which are sound and ready for use, in accordance with the components which were provided by the Supplier as part of the Goods which were supplied. 7.

The Period of the Agreement and Cancellation of the Agreement

7.1. This agreement is valid from the date of the signature of the parties and up until the expiry of the Warranty Period as specified above (hereinafter: "the Period of the Agreement"). 7.2. Without detracting from the generality of that stated above, the Company shall be entitled to terminate the agreement at once (also in the event that the provision and installation of the rink have not yet been completed) upon the occurrence of one or more of the following: 7.2.1. In the event that there was appointed for the Supplier and/or its business a temporary or permanent liquidator or there was issued against it a liquidation order or an order for receivership in bankruptcy, or in the event that a receiver was appointed or an application was submitted against it for liquidation and/or bankruptcy and/or an application for enforcement of bonds, and was not removed within 30 days from the date of its submission. 7.2.2. In the event that the Supplier shall have transferred this agreement in whole or in part and/or rights and/or obligations in accordance therewith to some other, whether for consideration or without consideration, without the consent in advance and in writing of the Company or in the event that it shall have employed subcontractors or employees in contravention to the terms of this agreement. 7.2.3. It was proven to the satisfaction of the Company that the Supplier has withdrawn from and/or is negligent in performance of the Contract. 7.2.4. The Supplier has breached any of its obligations as specified in the agreement, and has not rectified same within 3 days. 7.2.5. The Supplier has breached one or more of the provisions of this agreement by way of fundamental breach. 7.2.6. Without detracting from that stated, it is agreed that in the event of a fundamental breach and/or nonfulfillment of a condition or undertaking in this agreement by the

Supplier, the Company is entitled to notify in writing to the Supplier that failure to rectify the breach within 3 days from the date of the notice of the Company shall entitle the Company to terminate the engagement immediately and this without detracting from the rights of the Company to receive any other remedy and relief in accordance with the provisions of any law. 7.3. In the event that the agreement shall have been cancelled in the Period of the Warranty this shall not detract from the liability of the manufacturer, which shall continue to apply to the rink and the parts which were supplied by the Supplier. 8.

Breach of the Terms of the Order

Without detracting from the provisions of this agreement, the Supplier will be deemed to have breached a term in the event that it shall supply goods or part thereof which are different from those which were ordered and/or which do not conform due to being defective and/or faulty and/or for any other reason, in respect of which it shall not be possible to use same reasonably and/or safely ("Nonconformity"). 9.

Consideration

9.1. In consideration for performance of all of the undertakings of the Supplier in accordance with this agreement, the Company shall pay to the Supplier the consideration as specified below: 9.1.1. In respect for provision, transportation and installation of the rink at the Arena at the request of the Company and the removal and the transport of the rink to the warehouses of the Company, the Company shall pay to the Supplier an amount of NIS __________. (In words: ______________________________________). 9.1.2. For each additional time in which the Company shall require the services of the Supplier to transport from the warehouses of the Company to a place to be determined by the Company the installation and disassembly of the rink in accordance with the demand of the Company and its transfer to storage once again, the Company shall pay the Supplier an amount of NIS __________. 9.2. The payment will be carried out under terms of current plus 90 days from the date of receipt of an invoice by the Company and after supply of the Goods. It is clarified that the Company is entitled, but not required, to conduct negotiations with the Supplier with regard to the terms, dates and payment schedule of the consideration as stated above. 9.3. In the event that the Company shall conclude with the supplier the making of an advance payment, the payment will be made to the supplier only after the supplier shall have produced to the Company an autonomous bank guarantee issued by an Israeli bank ensuring the advance payment. This condition shall apply to every payment which shall be made by the Company prior to receiving the Goods in Israel (hereinafter: "advance guarantee"). It is clarified that the advance guarantee will be in the amount of the payment which shall be paid to the supplier prior to the provision of the goods. It is future clarified that the advance guarantee

does not detract from the obligation of the supplier to provide the performance guarantee to the Company in accordance with clause 12.1 below. 9.4 VAT at law shall be paid only against submission of a lawful tax invoice. 9.5 For the services in question in this agreement which shall be carried out by a supplier registered lawfully in Israel, the supplier shall be required to produce to the Company a confirmation of deduction of tax at source. It is clarified that tax as stated will be deducted in accordance with the law. In the event that the services in question in this agreement shall be carried out by a supplier which is lawfully registered overseas, tax will be deducted from the income in respect of provision of the services in accordance with the law. 9.6 It is clarified that to such extent as the proposed rink will be imported by the supplier to Israel, the Company shall bear the costs of the Israel tax and the local tax arising directly from the import of the rink, while the supplier will bear the costs of transport and insurance from the country of origin to the Hall as well as the entirety of the costs including tax and customs up to transfer of the rink to the Israeli customs authorities. The supplier shall not have any contention and/or demand for payment and/or additional consideration beyond that which his specified above and in its offer as specified in document B1 of the tender. It is further clarified that any and all taxes applicable to revenues from provision of services in Israel shall be borne by the offeror. 9.7. For the sake of removal of doubt, the consideration is final and will not be changed for any reason whatsoever and includes all of the expenses of the Supplier in the framework of this agreement and for the purpose of its performance. 10.

Liability of the Supplier as Towards the Company

10.1. The Supplier alone shall be fully and absolutely liable for any expense, loss, injury, breakage or damage whatsoever, to person or property of any type whatsoever, which shall be caused to the Goods, the Company, its employees, its representatives, any party on its behalf or any third party whatsoever, subsequent to an act or an omission or an error or a professional mistake of the Supplier or of negligence in fulfillment of its professional obligations or as a result or consequence of use or provision of goods or equipment or accessories which are faulty or a disloyalty or a lack of good faith on the part of the Supplier in everything arising from, whether directly or indirectly, performance of its undertakings in accordance with this Contract. For the sake of removal of doubt -- including its employees, representatives or parties on its behalf. 10.2. The Supplier exempts the Company and/or its employees and/or any party on its behalf from liability for any damage or loss which are at its responsibility as stated, save in relation to a party who shall maliciously or negligently cause damage, and hereby undertakes to compensate and to indemnify the Company or any party on its behalf for any damage or loss and against any claim or demand for any cause whatsoever which shall be submitted by any person whatsoever against it or against any of its employees, representatives or any party on its behalf, in respect of any loss, breakage or damage which are the responsibility of the Supplier in accordance with any law and in accordance with this Contract, including legal expenses which

shall be caused subsequent thereto. The Company shall inform the Supplier of any claim or demand as mentioned and shall enable it to defend against these at its expense. 10.3. The Supplier shall be required to compensate and/or indemnify the Company, immediately upon its first demand, in respect of any damage which shall be caused as stated above, directly or indirectly, or any loss and any payment which it was required to pay due to a demand and/or a claim which shall be submitted against the Company and/or a judgment which shall be awarded against it, including expenses, fine or other administrative or judicial obligatory payment which shall be imposed upon it, and the Supplier undertakes to pay any amount as mentioned in the stead of the Company or to the Company and to bear all of the expenses which were caused to the Company including expenses and legal professional fees. 10.4. The liability of the Supplier for the Goods shall apply also to damages as mentioned which shall be discovered after the expiry of the period of the Contract. 11.

Insurance

11.1. Without detracting from the liability of the supplier in accordance with this agreement or in accordance with any law, the supplier will fulfill the Insurance provisions indicated in the "Insurance Appendix" and in the "Confirmation of Insurance" attached to this agreement as appendices X and X1 respectively.

12.

Guarantee

12.1. In order to ensure fulfillment of all of the undertakings of the Supplier in accordance with this agreement, and without detracting from any right accorded to the Company in accordance with any law and/or agreement, the Supplier shall produce to the Company upon signature of this agreement, an autonomous and unconditional bank guarantee made out to the Company in an amount of NIS 100,000 (One Hundred Thousand New Shekels), in the text attached as Appendix A to this agreement as an inseparable part thereof. 12.2. The guarantee shall be linked to the Consumer Prices Index as shall be published from time to time by the Central Bureau of Statistics, when the basic index shall be the index which is known on the date of preparation of the guarantee. It is clarified for the sake of removal of doubt that the delivery of the performance guarantee constitutes a precondition to performance of any payment whatsoever which shall be due to the Supplier in accordance with this agreement. 12.3. The Supplier undertakes to extend the guarantee, from time to time, at least 30 days prior to the date of his expiry so that it shall be valid up to 60 days after the expiry of the period of validity of this Contract. If the Supplier shall have failed to do so, the Company shall be entitled to exercise the bank guarantee and to maintain its amount in its possession to ensure performance of the undertakings of the Supplier.

12.4. It is agreed that the Company shall be entitled to exercise the performance guarantee, in whole or in part, at one time or a number of times, and this at any opportunity in which the Company shall be of the opinion, in accordance with its exclusive, absolute and unquestionable discretion, that the Supplier has not fulfilled any of its undertakings in accordance with any law and/or this agreement and/or in the event that damages were caused to the Company which the Supplier is required to indemnify in respect thereof in accordance with the provisions of this agreement and any law. 13.

Breaches and Compensation

13.1. The Supplier declares that he is aware that the breaches of Clauses 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15 shall constitute a fundamental breach entitling the Company to predetermined and agreed compensation in an amount of NIS 5,000 when these are linked to the basic index and until the last index which was known at the time of the payment in practice to the Company and this without detracting from the rights of the Company to any other remedy or relief available to it in accordance with the Tender documents or in accordance with any law. 13.1.1. Without detracting from that stated above, in the event that the Supplier shall be in delay in the supply of the rink and/or in its installation and/or in its disassembly and/or in the performance of its undertakings, with regard to the date determined as specified above in this agreement and in accordance with the work order, the Supplier shall pay to the Company compensation which is predetermined and agreed in an amount of NIS 1,000 per day, in accordance with the provisions of Clauses 5.13 and 5.19 above. It is clarified that in respect of a delay which exceeds 3 days from the dates set out in Clauses 5.13 and 5.19 above, the Supplier will pay to the Company predetermined compensation in an amount of NIS 1,000 per day of delay. 13.2. The payment of the compensation set out in the clauses above shall be made without detracting from the rights of the Company in accordance with the provisions of this Contract. 13.3. The Company shall be entitled to deduct the amount of the aforementioned compensation from the bank guarantee and/or from any amount which shall be due to the Supplier whether in accordance with the Contract documents or by virtue of some other agreement or to collect these by any other legal manner. The payment of compensation or the deduction from amounts due to the Supplier will not release the Supplier from its undertakings in accordance with the documents of the Contract. 13.4. Nothing in that stated above has the effect of detracting from the authority of the Company to act to cancel the agreement and/or to demand compensation in accordance with that stated in Clause 7.2 above. In the event that the Supplier shall have breached this Contract by way of fundamental breach, the Company shall be entitled to all of the remedies and reliefs accorded to it in accordance with this agreement or in accordance with any law, and without detracting from these remedies and reliefs to which the Company shall be entitled, the Company shall further be entitled to cancel the Contract and to exercise the bank guarantee which was delivered to it.

13.5. In addition to all of that stated above, the Company shall be entitled to inform the Supplier by notice in writing at any time, without being required to give grounds and in accordance with its absolute discretion, that it no longer intends to utilize its services and that it is desirous of bringing an end to the agreement. In such instance of a notice in accordance with this sub-clause, the agreement will terminate upon the expiry of 60 days from the date of dispatch of the aforementioned notice. 13.6. In the event that the agreement shall have been cancelled and/or terminated as stated above, the Company shall be entitled to deliver the performance of the work to some other party, and the Supplier will cooperate to such extent as shall be necessary for such purpose to the full satisfaction of the Company and this shall constitute a precondition to performance of any payment due to the Supplier from the Company in respect of the work which was carried out by it prior to the cancellation or termination of the agreement, if any, and/or a precondition to the return of the performance guarantee which the Supplier provided to the Company. For so long as the Company has not given notice expressly and in writing of the cancellation of the agreement, the Supplier will be required to fulfill all of its undertakings in accordance with the agreement. 14.

Set Off

The Company is entitled to set off, subject to the issue of a notice in writing of 10 days in advance to the Supplier, from any amount due in accordance with the Contract to the Supplier, any debt in accordance with this Contract or in accordance with any other Contract with the Supplier and any other quantifiable debt of the Supplier to the Company. The provisions of this agreement do not detract from the right of the Company to collect the aforementioned debt in any other manner and do not derogate and/or detract from any other remedy and/or step and/or means available to the Company with regard to the Supplier by virtue of this Contract and/or the provisions of any law. Notwithstanding that stated above, the Company shall be entitled to set off without any advance notice in the event of a set-off in respect of Goods which were not actually supplied or which were supplied defective. 15.

Prohibition on the Assignment of Rights and the Employment of Subcontractors

15.1. The Supplier undertakes not to assign or to transfer the Contract, in whole or in part, or any benefit deriving therefrom to another, whether for consideration or without consideration, nor to pledge its rights in accordance with this agreement, in whole or in part, save upon receiving the consent of the Company in advance and in writing. 15.2. In the event that the Supplier is a corporation or a registered or unregistered partnership, the transfer of 25 percent of the control in the corporation or the rights of the partnership shall be deemed as a transfer which is in contravention of that stated in clause 15.1 above, whether the transfer was made at once or in parts. 15.3. The Supplier undertakes not to engage subcontractors for performance of its undertakings in accordance with the documents of the Contract save after receipt of the consent

of the Company in advance and in writing. The Company shall be entitled, in accordance with its exclusive discretion and without being required to give grounds for its decision, not to approve the employment of certain subcontractors. In any event, the Supplier shall fully and exclusively be responsible for performance of the undertakings in accordance with the provisions of the documents of the Contract. 15.4. In the event that the Supplier shall breach that stated in this clause, the Company will be entitled to demand the remedies and reliefs accorded to it in accordance with this Contract or in accordance with any law, and without detracting from these remedies and reliefs, the Company shall be entitled to cancel the Contract and to exercise the bank guarantee which was delivered to it. 16.

Miscellaneous

16.1. The provisions of the Contract Law (remedies for breach of contract) -- 1970 shall apply to this agreement. 16.2. The addresses of the parties for purposes of this agreement shall be as set out in the headings of this agreement. 16.3. An absence of response and/or refraining from any action and/or from the exercise of any rights and/or the granting of any extension by the Company shall not be deemed and shall not be construed in any manner whatsoever as waiver on the part of the Company and/or as a fact which creates a bar and/or estoppel for the Company arising from such behavior in its relations with the Supplier and no rights and/or advantage available to the Company shall be decreased as a result thereof. 16.4. Any notice which shall be sent from one party to the other by registered post shall be deemed to have been received by the addressee party within three (3) business days from the moment of its delivery for dispatch by registered post at the post office. Every notice which shall be sent by fax, immediately upon its dispatch and provided that confirmation of proper transmission was obtained together with telephone confirmation of receipt of the message. Messages delivered by hand shall be deemed to have been received immediately upon their delivery. 16.5. Any waiver, consent or change in the provisions of this agreement and/or their appendices shall not be valid save if made in writing and signed by both parties. The Supplier shall be precluded from raising any contention of any type or kind whatsoever with regard to a matter which was carried out other than as stated in this clause. 16.6. The exclusive local jurisdiction with regard to a matter arising from this agreement, shall be of a court in the district of Jerusalem only.

____________________________________ THE COMPANY

____________________________________ THE SUPPLIER

APPENDIX A -- TEXT OF PERFORMANCE GUARANTEE To The Ariel Company Dear Sir, Madam: Re:

Guarantee Deed

Further to the request of __________ Identity No. __________ (hereinafter: "the Applicant") we hereby guarantee to you for the discharge of any amount up to the amount of NIS __________ (and in words: ____________________________________ NIS), together with linkage differences as per the definition of this term below, and this in connection with performance of the undertakings of the Applicant in accordance with the agreement in the tender for the provision of the Ice Rink at the Pais Arena Hall in Jerusalem. In this letter: "Index" -means the Consumer Prices Index which is published by the Central Bureau of Statistics and General Research. Linkage differences will be calculated as follows: If it is apparent from the last published index prior to an actual payment in accordance with this guarantee (hereinafter: "the New Index"), that the New Index exceeds the index of the month of __________ which was published on the date __________ (hereinafter: "the Basic Index"), the linkage differences will be an amount which is equal to the multiple of the New Index and the amount of the principal indicated in your aforementioned demand, divided by the Basic Index. We undertake to pay to you any amount or amounts up to the aforementioned amount within 7 days from the date of your demand in writing which shall reach us, without imposing upon you to give grounds for your demand or to first demand the amount from the Applicant. You shall be entitled to demand from us the payment of the aforementioned amount at once or over the course of a number of requests, each one of which shall relate to a part of the aforementioned amount only, and provided that the total of your requests do not exceed the total amount as mentioned, including linkage differences. This guarantee shall be irrevocable and independent and may not be cancelled and you shall not be required to prove your demand in accordance therewith through legal proceedings or any other manner and you shall not be required to submit in advance, in order to receive payment in accordance therewith, a legal action against the Applicant or to demand payment from the Applicant initially. This guarantee shall be valid at least up until the date __________ and in general. A demand which shall be delivered to us after the aforementioned date shall not be responded to. This guarantee may not be transferred or assigned. DATE: _______________________

BANK:

_________________________

APPENDIX B – Insurance 1. Without detracting from the responsibility of the supplier in accordance with this agreement or in accordance with any law, the supplier must effect and maintain, at the expense of the supplier, for the entire duration of the agreement and for so long as the warranty of the supplier exists (with regard to product liability insurance, for three additional years), the insurance as specified in the confirmation of insurance attached to this agreement as Appendix B1 and which constitutes an inseparable part thereof (hereinafter: "suppliers insurance" and "confirmation of insurance", as the case may be.), from a reputable legally authorized insurance Company in Israel . Notwithstanding that stated above, the contractor has the right to refrain from effecting the property insurance which is specified in the confirmation of insurance, in whole or in part, however the release which is specified in Clause 6 will apply as though insurance was effected in respect thereof and in entirety. 2. Without requiring any demand on the part of the Company, the supplier must produce to the Company the confirmation of insurance when it is signed by its insurer, prior to commencement of provision of the services in question in this agreement and as a pre-condition to engagement or to any payment on account of the consideration. Furthermore, immediately upon the expirary of the insurance period, the supplier must produce to the Company an updated confirmation of insurance in respect of renewal of the validity of the insurance of the supplier for an additional insurance period, and for each insurance period, for so long as this agreement is valid and/or for the later period as specified in Clause 1 above. At each instance where the insurer of the supplier will notify the Company that any of the insurances of the supplier are about to be cancelled or a detrimental change is about to occur thereto, as stated at the end of the confirmation of insurance, the supplier must obtain such insurance anew and to produce a new confirmation of insurance, prior to the date of cancellation or detrimental change in the insurance as mentioned. 3. It is clarified that the limits of coverage required in the framework of the insurance of the supplier as specified in the confirmation of insurance constitute a minimum requirement imposed upon the supplier which does not have the effect of detracting from any undertaking of the supplier in accordance with the agreement and/or in accordance with any law and does not have the effect of releasing the supplier from the entirety of the liability in accordance with this agreement and/or in accordance with law, and the supplier shall not have any contention as towards the Company or any party on behalf of the Company in anything relating to the limits of coverage as mentioned. 4. The Company shall be entitled, but not required, to examine the confirmation of insurance which shall be produced to it by the supplier as stated above, and the supplier shall be required to carry out any change, amendment, modification or expansion which shall be required in order that the insurance will accord with the undertakings of the supplier in accordance with this agreement.

5. It is declared and agreed that the rights of the Company to carry out examinations and demand changes as specified above do not impose upon the Company or upon any party on behalf of the Company any obligation or any responsibility whatsoever as towards the insurance in question in the confirmation of insurance, their nature, their scope, their validity or the lack thereof, and does not have the effect of detracting from any obligation which is imposed upon the supplier in accordance with this agreement or in accordance with any law, and this whether changes were required as specified above or not, whether the confirmation of insurance was examination or not. 6. The supplier releases the Company and parties on its behalf from liability for any loss or damage to property or equipment whatsoever which shall be brought by the supplier or any party on behalf of the supplier into the grounds of the Company, or which shall serve the supplier for purposes of provision of the services, and the supplier shall not have any contention, demand or claim as towards the aforementioned in respect of loss and/or damage as stated. Release as mentioned shall not apply to a party who has caused the damage maliciously. 7. In any additional or supplementary property insurance which shall be effected by the supplier, a clause will be included with regard to the waiver by the insurers of a right of subrogation as towards the Company and as towards those acting on behalf of the Company. The waiver of subrogation as stated shall not apply to a person who has caused the damage maliciously. 8. Without detracting from any of the provisions in this agreement with regard to the assignment of the agreement, and in the event where the services in question in the agreement or part thereof will be provided by subcontractors on behalf of the supplier, the supplier must ensure that the subcontractors have insurance policies in accordance with the terms and amounts required in accordance with this agreement. In the alternative, the supplier is entitled to include the subcontractors as insured parties in the framework of the insurances affected by the supplier as specified in the confirmation of insurance. 9. For the sake of removal of doubt it is clarified hereby that the supplier is responsible towards the Company with regard to the services in entirety including services provided or which were to have been provided by subcontractors and the supplier shall be liable for indemnification of the Company in respect to any loss or damage which shall be caused, directly or indirectly, subsequent to services which were provided or which were due to have been provided by subcontractors, if any shall be caused, whether the loss or damage as mentioned is covered in any of the above policies or not.

Appendix X1 – Confirmation of Insurance Date: To:

Ariel - Municipal Company For Sport, Culture And Leisure Management In Jerusalem Ltd and/or the Municipality of Jerusalem and/or Municipal Companies

Hereinafter, jointly and severally: "The Company"

Dear Sir, Madam: Re:

____________________________________ ("the Supplier")

We hereby respectfully confirm that our Company has effected the insurances set out below in the name of the Supplier in connection with the services ___________________ and ancillary services (hereinafter: The Services"), amongst other things, in connection with the agreement made between you and between The Supplier (hereinafter: "The Agreement") as specified below: A. Policy No.__________ for the period from the date ___________ to the date ____________. Property Insurance of the "Expanded Fire" type in the entirety of the value and the full replacement value for equipment of any type and/or other property which shall be brought by the Supplier to the grounds of the Company in the framework of and/or for the purposes of provision of the services, against damages due to fire, accidental harm, vehicle collision, aircraft collision, strikes, riots, malicious damage, break ins and theft. The insurance as stated includes a clause whereby the insurer waives its right to subrogation as towards the Company and employees and managers of the Company and provided that that stated with regard to the waiver of the right of subrogation shall not apply to a person who has caused the damage maliciously. B. Policy No.__________ for the period from the date ___________ to the date ____________. Employer's Liability Insurance insuring the liability of the Supplier towards employees employed by the Supplier in accordance with the Damages Ordinance (new version) and/or in accordance with the Law for Liability of Defective Products – 1980, in respect of death and/or bodily harm and/or mental harm to an employee as a result of an accident or an illness during and/or in consequence to performance of the service, with a limit of coverage of NIS 6,000,000 (six million new shekels) per employee and NIS 20,000,000 (twenty million new shekels) per event and in total for the period of insurance. The insurance is expanded to indemnify the Company in the event that it shall be determined for purposes of the occurrence of a work accident and/or a professional illness that any employer liability is imposed upon the Company with regard to any of the employees of the Supplier.

C. Policy No.__________ for the period from the date ___________ to the date ____________. Third Party Liability Insurance insuring the liability of the Supplier in accordance with the law in respect of loss and/or damage which shall be caused to any person and/or party in connection with or in the framework of the provision of the services with a limit of liability of NIS 4,000,000 (four million new shekels) per event and in total for the period of insurance. This insurance is not subject to a restriction with regard to a liability arising from any damaging item in food or drink, liability in respect to contractors, subcontractors and their employees and subrogation claims on behalf of the National Insurance Institute. The insurance is expanded to indemnify the Company in respect of liability which shall be imposed upon the Company for acts and/or omissions of the Supplier and/or any party on behalf of the Supplier and this subject to a clause of cross liability. With regard to the property of the Company, no restrictions shall apply with regard to property in its possession, under the monitoring, control or supervision of the Supplier or property which is operated upon. It is clarified expressly that professional liability exceptions shall not apply with regard to personal damages. D. Policy No.__________ for the period from the date ___________ to the date ____________. E. Policy No.__________ for the period from the date ___________ to the date ____________. Product Liability Insurance for the coverage of the liability of the Supplier in accordance with the law in respect of damage or loss which shall be caused in connection with or subsequent to a product which is produced, treated, marketed, provided by the supplier or those on behalf of the Supplier ("Products"), with a limit of coverage of NIS 4,000,000 (four million new shekels) per occurrence and in total for the period of insurance. The insurance is expanded to indemnify the Company in respect of liability which shall be imposed upon the Company subsequent to an act or an omission of the Supplier or any party on behalf of the supplier, subject to a clause regarding cross liability. The insurance includes a discovery period of 12 months after the expiry of the insurance and provided that the Supplier shall not have effected alternative insurance which grants coverage in parallel to that which is required as stated in this confirmation. The insurance as stated includes a retroactive date from ________________________.

General 1. The insurances above include a waiver of the rights to subrogation as towards the Company, customers and employees and managers of the Company and provided that the waiver of subrogation as mentioned shall not apply to a person who has caused malicious damage. 2. The Supplier bears the exclusive liability for payment of the premiums and the deductibles indicated in the insurance policies set about above. 3. The insurances set out above are pre-emptive and precede any insurance carried out by the Company and we waive any contention and/or claim and/or demand with regard to participation of the insurance of the Company. 4. We undertake that the insurances set out above shall not be cancelled and should not be reduced for the period of the insurance indicated therein, saved by notice in advance of 30 days to the client, in writing by registered post. 5. The text of the policies is in accordance with the texts which is known as insu:________, subject to changes indicated above. The insurances specified in this approval are in accordance with the terms of the original policies to such extent as were not changed by this approval and provided that nothing in the changes as mentioned has the effect of detracting from the terms of the original policies.

______________________________ Signature of the Insurer

_______________________________ Stamp of the Insurer

_______________________________ Name of Signatory

_______________________________ Position of Signatory

APPENDIX C -- SCOPE OF WORK AND DOCUMENT OF QUANTITIES DOCUMENT OF QUANTITIES FOR SUBMISSION OF OFFERS

Ice rink for hockey and leisure activity ITEM NO.

DESCRIPTION UNIT

Section 1 list of work and equipment Each one of the items in the document of quantities below will include in the price also: Provision, installation, ancillary material and accessories and all that is required for obtaining a finished, completed and properly operating product in accordance with the terms of the contract, the specifications and the plans. The supplier undertakes that the facility will operate under the existing conditions in the structure and in the environment of the Pais Arena. All of the elements will be easily disassembled, transported and reassembled at a different site as shall be required, including in a smaller size (all with lifting hooks or carriers loaded onto "feet" via a forklift). All of the connections will be dismantleable and non-permanent and the equipment will be able to stand free at other sites as is customary. During the course of the work, the supplier will instruct and train a team of the client to carry out the disassembly and reassembly itself, for at least 1 week and until the team can carry it out by itself. It is the responsibility of the offeror (the supplier) to plan, to provide, to assemble and to operate a complete

QUANTITY

PRICE PER UNIT

TOTAL

ITEM NO.

DESCRIPTION UNIT

QUANTITY

facility, including all of its parts, under the conditions currently prevailing in the location, without any malfunctions, at the required capacities and at a high professional level. The offeror must direct the attention of the client in advance to any contradiction and/or non-conformity and/or lack in the documents of engagement and to offer that which is required also in the event that it was not indicated in the documents attached. The company (the client) is entitled to order from the supplier the reassembly of the ice rink at any site which shall be determined by the company within the bounds of the city of Jerusalem at the price I've indicated in Item 1.037 below. Including disassembly upon completion of the use. 1.001

Water cooling/heating units (Chiller) with full heat recovery and air condensation, high ambience units. Quiet climb LN for a minimal cooling capacity of 70 TR each. (The offeror is responsible for calculating and providing the cooling capacity required for the ice rink in accordance with the standard and the specifications) Glycol diluted water, exiting at a temperature of -15 degrees Celsius with an outside temperature of 37 degrees Celsius. Two thermal heat exchangers and hot water pipes for a temperature of 50 degrees Celsius, a complete unit including gradual starter. Full thermal insulation service valves for suction + compression, main power switch, communications adapter using

complete

2.00

PRICE PER UNIT

TOTAL

ITEM NO.

DESCRIPTION UNIT

QUANTITY

BACNET protocol, pressure gauges, protective net over condenser. Acoustic boxes for compressors, 14 FPI condenser with epoxy coated condenser ribs, placement of a set of spring tremor dampeners, cables for improvement of double capacity, cable for compressor, connection of flexible piping and anchors, completed work as described in the documents. such as CLIMAZENETA, TRANE or YORK or approved equivalent. 1.002

In addition to that stated above for a desupre heater heat exchang.

complete

1.00

1.003

Complete expansion container on wheels, closed and insulated with a diaphragm for a expansion capacity of 1,000 liters and a maximum pressure of 6 atmospheres including an electrical pulse water meter, pressure sensor and so forth, complete work.

complete

1.00

1.004

Container and mechanism for chemical additives, on wheels and including refills for the examination period of anticorrosive chemicals and calcium sinkage and water quality tests.

complete

1.00

1.005

Water Tank for hot water consumption at a capacity of 1,000 liters, including internal epoxy coating and polyurethane foam insulation with a galvanized tin panel cover which is white on the outside, all of the connections of the piping, thermometer, manometer, safety faucet, drainage

unit

1.00

PRICE PER UNIT

TOTAL

ITEM NO.

DESCRIPTION UNIT

QUANTITY

faucet, monitoring aperture, preparation for a cathode protective system and the remainder of the requirements. 1.006

Heat exchanger plates for heat return from Stainless steel 316 with a capacity of 775 KW with a reserve of 25 percent including armplex insulation. Completed work.

complete

1.00

1.007

Cold water pump, horizontal monoblock pump, the pump will have a capacity of 500 GPM 1,500 RPM. Completed work including calculations, planning, velocity valve control, as specified in the documents including a shared base for both pumps.

unit

2.00

1.008

A pump as stated above 200 GPM.

unit

2.00

1.009

Complete system of all of the piping to connect all of the components above between themselves and to the ice rink (at a distance of 100 meters). The pipes will be segmented and with connectors which can be repeatedly disconnected and reconnected, including means of transport and storage of the aforementioned plumbing.

complete

1.00

1.010

Mobile electrical system and board, for quick supply of electricity, complete electricity installation, Command and control systems including planning and performance, submission of plans for approval as stated, electrical installation, electrical boards and

complete

1.00

PRICE PER UNIT

TOTAL

ITEM NO.

DESCRIPTION UNIT

QUANTITY

PRICE PER UNIT

TOTAL

controls over all of the components and equipment required for full automatic operation of all of the aforementioned equipment in accordance with all of the regulations. 1.011

Multi-use ice rink which may be disassembled and transferred (including a change in dimensions) in accordance with the international specifications and standards of the IIHF, with dimensions of 28.0/58.0 meters and with the possibility for partial installation. Made of folding and disconnecting aluminum panels which contain the pipes for the transfer of the freezing water with quick connections and valves. Complete work until completion of a regulation ice rink which is straight and smooth at a minimal thickness of 50 millimeters of ice, with a uniform white color, in accordance with the plans which shall be submitted by the offeror and which will be approved by the client. The price includes thermal insulation boards and thick nylon or PVC insulation sheets to such extent as may be necessary for creating a water-tight "bath".

complete

1.00

No total

1.012

Facilities for transport and storage of the aforementioned aluminum panels

complete

1.00

No total

1.013

An alternative to Item 1.011, an ice rink which may be disassembled and transferred (including reduction in dimensions) in accordance with the international specifications and regulations of the IIHF, measuring

complete

1.00

ITEM NO.

DESCRIPTION UNIT

QUANTITY

28.0/58.0 meters with the option for partial installation, as stated above but made of lengths of EPDM or LDPE piping which fold and roll up including connections, main pipes and valves. Complete work until completion of a regulation ice rink which is straight and smooth at a minimal thickness of 50 millimeters of ice, with a uniform white color, in accordance with the plans which shall be submitted by the offeror and which will be approved by the client. 1.014

Facilities for transport and storage of the aforementioned lengths of piping, in accordance with the manufacturer's plans which shall be submitted for approval in advance of the client.

complete

1.00

1.015

Full system of protective dashboards which disassemble, without requiring defrosting of the ice, made of double Plexiglas sheets on aluminum frames, for a sport and artistic ice rink, with general dimensions of 28.0/58.0 meters in accordance with the regulations and the plans. The railings will be at a height of 90 centimeters. Including a gate for the ice refreshing machine and four doors, including Facilities of storage and transport for the entirety of the system.

complete

1.00

1.016

A second system of dismantleable railings & dashboards , with general measurements of 28.0/58.0 meters as stated above, which are intended for ice hockey

complete

1.00

PRICE PER UNIT

TOTAL

ITEM NO.

DESCRIPTION UNIT

QUANTITY

competitions, made of aluminum or galvanized steel, coated with hard plastic surfaces and durable in the face of collisions with professional hockey game pucks at a height of 107 centimeters above the level of the ice. The lower section shall have a special line of yellow at a height of 15-25 centimeters. The railing will be topped with 3 centimeters of hard nylon colored in blue. The external side of the railings will also be covered in plastic surfaces, an additional internal coating layer is required for protection of advertisements and notices of sponsors. All including a gate for the ice refreshing machine and six doors which are required for the boxes in accordance with the instructions of the IIHF, including facilities for storage and transport thereof, created and assembled by an authorized supplier on behalf of the International Ice Hockey Federation. 1.017

Easily dismantleable modular protective walls of transparent re-enforced glass at a thickness of 12-15 millimeters, at a height of 180 centimeters alongside the longer sides of the rink, and at a height of 240 centimeters alongside the shorter sides of the rink (behind the goals). Along the longer sides the protective glass walls must also be installed before and around the players' benches, the penalty benches and the judge's bench, for ice hockey tournaments. Including a gate for the ice refreshing machine and six doors as required

complete

1.00

PRICE PER UNIT

TOTAL

ITEM NO.

DESCRIPTION UNIT

QUANTITY

in accordance with the directions of the IIHF including facilities for storage and transport of these, manufactured and assembled by a supplier authorized by the International Ice Hockey Federation. 1.018

As stated above, for the boxes for the players, in accordance with the regulations.

complete

2.00

1.019

As stated above, for the penalty boxes in accordance with the regulations.

complete

2.00

1.020

As stated above, also with regard to the judge's box in accordance with the regulations.

complete

1.00

1.021

A mobile spray machine for coloring the ice, as needed for an ice hockey rink.

complete

1.00

1.022

A set of patterns for coloring all of the symbols required for a standard ice hockey rink in accordance with the provisions of the IIHF.

complete

1.00

1.023

A system of stickers for marking a standard ice hockey rink in accordance with the requirements of the IIHF.

complete

3.00

1.024

Stickers as mentioned with logos for advertising and branding in accordance with graphics which shall be delivered by the client with a diameter of up to 7.0 meters.

complete

3.00

1.025

A system of standard protective nets for competitions of ice hockey, at a height of 10.0 meters with

complete

1.00

PRICE PER UNIT

TOTAL

ITEM NO.

DESCRIPTION UNIT

QUANTITY

poles for hanging which screw in and cables for stretching from the ceiling of the arena. 1.026

An electrical vehicle for shaving, refreshing and treating the ice rink as required for an ice hockey tournament rink. With a "shaving" knife with the length of 195 centimeters. For instance a Zamboni 650 or an Olympia or equivalent.

unit

1.00

1.027

An electrical ice edger, made by Zamboni or Olympia.

unit

1.00

1.028

A regulation goal for ice hockey competitions including a net.

unit

2.00

1.029

Pairs of ice skates in various sizes including closets for storage/drying.

pair

200

1.030

An electrical machine for automatic sharpening of the ice skate blades such as an Allpro of ProSharp model.

unit

1.00

1.031

Buckets of white paint for painting the ice, in sufficient quantities for two coats, four times, of the ice rink in an area of 1,630 square meters.

complete

1.00

1.032

A bucket of paint with a capacity of 15 liters in colors (blue, red and light blue) for painting symbols of a regulation ice hockey rink.

unit

3.00

1.033

A mobile electrical suction pump for emptying the system of the ethylene glycol water into the transportation containers provided with the material (ethylene glycol liquid will be provided by the

unit

1.00

PRICE PER UNIT

TOTAL

ITEM NO.

DESCRIPTION UNIT

QUANTITY

PRICE PER UNIT

client). 1.034

A strong protective cover for the area of the ice rink made of a material which can withstand dampness and water and which is suitable for a forklift to travel over and may be used for activity as an ordinary stage floor, including trollies for integral storage.

complete

1.035

Anti-slip Tiles made of compressed rubber chips, with a thickness of at least 10 millimeters for the areas adjacent to the rink and for inside the boxes. Each tile shall be in an area of 1 square meter, and be easily dismantleable and installed, including integral storage trollies.

Sq/m

1.036

Optional item: A complete central computerized control system for the cooling facility and all of its components.

complete

1.00

Repeated work of assembly of the ice rink and all of the abovementioned equipment, up to completed operation ahead of the Maccabi Games (which shall be held in the month of July 2017). Including careful disassembly of all of the equipment and all of the pieces thereof and their transportation to storage after the games, as directed by the company, in proper condition and without losses or damages. Section 1 – list of work and equipment

complete

1.00

1.037

200.00

Total for section

TOTAL Amount for discount calculation

1.00

TOTAL

General discount % Total after discount 17% VAT Total incl. VAT A.

_________________________ Name, signature and stamp of contractor

____________ date

APPENDIX D -- TECHNICAL SPECIFICATIONS (Will be carried out by the winner in accordance with its offer/will be approved by the Company and attached to the agreement.)

APPENDIX E -- DETAILED TIMETABLE AND WORK PLAN FOR PERFORMANCE OF INSTALLATION (Will be carried out by the winner in accordance with its offer/will be approved by the Company and attached to the agreement.)