OPEN COMPETITIVE BIDDING- RFP No SA1918 TERMS AND...

OPEN COMPETITIVE BIDDING- RFP No SA1918 TERMS AND CONDITIONS FOR THE REQUEST FOR PROPOSAL TO CONTRACT AND IMPLEMENT A FUEL EFFICIENCY MANAGEMENT SYSTEM (FES) FOR AEROLÍNEAS ARGENTINAS S.A. AND AUSTRAL LÍNEAS AÉREAS CIELOS DEL SUR S.A

TERMS AND CONDITIONS FOR THE REQUEST FOR PROPOSAL TO CONTRACT AND IMPLEMENT A FUEL EFFICIENCY MANAGEMENT SYSTEM (FES) FOR AEROLÍNEAS ARGENTINAS S.A. AND AUSTRAL LÍNEAS AÉREAS CIELOS DEL SUR S.A.

TABLE OF CONTENTS

1. GENERAL TERMS AND CONDITIONS (herein referred to as “C.G.” due to its abbreviation in Spanish) 5

1.1. Section 1. - SUBJECT MATTER OF THE REQUEST FOR PROPOSAL ................................................. 5

1.2. Section 2.- PROPOSAL INSTRUCTIONS .......................................................................................... 5

1.3. Section 3.- PROPOSAL SUBMISSION .............................................................................................. 5

1.4. Section 4.- SECURING A PROPOSAL ............................................................................................... 5

1.5. Section 5.- NOTICES, CLARIFICATIONS ON OWN INITIATIVE OR AT THE REQUEST OF A PARTY .. 6

1.6. Section 6.- PROPOSAL SUBMISSION REQUIREMENTS ................................................................... 6

1.7. Section 7. - PROPOSALS DISMISSAL AND AMENDMENT .............................................................. 8

1.8. Section 8.- AWARD ........................................................................................................................ 8

1.9. Section 9. - PERFORMANCE BOND ................................................................................................ 9

1.10. Section 10. - INVOICING INSTRUCTIONS .................................................................................. 9

1.11. Section 11.- TAXES ................................................................................................................... 10

1.12. Section 12.- LIABILITY .............................................................................................................. 11

1.13. Section 13.- INDEMNITY .......................................................................................................... 11

1.14. Section 14.- INDEPENDENCE ................................................................................................... 12

1.15. Section 15. - INSURANCE ........................................................................................................ 12

1.16. Section 16. - LEGAL OBLIGATIONS........................................................................................... 14

1.17. Section 17. - CORPORATE COMPLIANCE WITH THE LEGAL OBLIGATIONS OF THE SUCCESSFUL OFFEROR (AWARDEE) ............................................................................................................................. 16

1.18. Section 18. - TERM OF THE AGREEMENT ................................................................................ 16

1.19. Section 19. - TERMINATION IN CASE OF BREACH OF THE AGREEMENT BY THE SUCCESSFUL OFFEROR (AWARDEE) ............................................................................................................................. 16

1.20. Section 20.- EARLY TERMINATION WITHOUT CAUSE .............................................................. 16

1.21. Section 21. - PENALTIES ........................................................................................................... 16

1.22. Section 22. - FORCE MAJEURE ................................................................................................. 17

1.23. Section 23. - INDUSTRIAL SAFETY ............................................................................................ 17

1.24. Section 24. - RELATIONSHIP BETWEEN THE PARTIES .............................................................. 19

1.25. Section 25. - ASSIGNMENT ...................................................................................................... 19

1.26. Section 26. - CONFIDENTIALITY ............................................................................................... 19

1.27. Section 27. - JURISDICTION AND APPLICABLE LAW ................................................................ 20

1.28. Section 28. - ORDER OF HIERARCHY ........................................................................................ 20

1.29. Section 29. - EXHIBITS ............................................................................................................. 20

2. PARTICULAR TERMS AND CONDITIONS (herein referred to as “C.P.” due to its abbreviation in Spanish): ...................................................................................................................................................... 21


2.1. TERM OF THE AGREEMENT ......................................................................................................... 21

2.2. CONTRACT MODALITY ................................................................................................................. 21

2.3. RFP ADAPTATION AND MODIFICATION ...................................................................................... 21

2.4. COSTS AND EXPENSES ................................................................................................................. 21

2.5. VISIT TO THE FACILITIES .............................................................................................................. 21

2.6. PRICE REDETERMINATION........................................................................................................... 21

2.7. PENALTIES ................................................................................................................................... 22

2.8. PREVENTION AND PROTECTION ................................................................................................. 24

2.9. STAFF TRANSPORTATION ............................................................................................................ 24

2.10. RELATIONSHIP BETWEEN THE PARTIES ................................................................................... 24

2.11. SERVICE EVALUATION ............................................................................................................. 25

2.12. SERVICE LEVEL AGREEMENT ................................................................................................... 25

2.13. HELP DESK ............................................................................................................................... 25

2.14. SERVICE AUDIT ........................................................................................................................ 25

2.15. CLAIMS ON THE QUALITY OF SERVICE .................................................................................... 26

2.16. PERFORMANCE BOND ............................................................................................................. 26

2.17. LICENSE .................................................................................................................................... 26

2.18. INTELLECTUAL PROPERTY ........................................................................................................ 27

2.19. SOURCE CODE ......................................................................................................................... 27

2.20. TECHNICAL CHARACTERISTICS OF THE SOLUTION .................................................................. 27

2.21. IT TECHNICAL REQUIREMENTS ................................................................................................ 30

2.21.3. INFORMATION ON THE SOLUTION ................................................................................ 31

2.21.4. TECHNICAL DOCUMENTATION ....................................................................................... 31

2.21.5. HARDWARE SPECIFICATIONS ......................................................................................... 31

2.22. MANDATORY TRAINING AND IMPLEMENTATION REQUIREMENTS ....................................... 31

2.23. STAGES OF THE PROJECT ......................................................................................................... 32

2.24. SUCCESSFUL OFFEROR´S (AWARDEE) REFERENCE SHEET. STATEMENT. .............................. 32

2.25. AUDIT....................................................................................................................................... 33

2.26. TECHNICAL PROPOSAL EVALUATION ...................................................................................... 33

2.27. APPLICATION GUARANTEE ...................................................................................................... 33

3. EXHIBITS .............................................................................................................................................. 34

3.1. EXHIBIT I - QUOTATION SHEET .................................................................................................... 34

3.2. EXHIBIT II – CONTRACTOR´S FORM ............................................................................................. 35

3.3. EXHIBIT III: CONFLICT OF INTEREST AFFIDAVIT ........................................................................... 36

3.4. EXHIBIT IV: CODE OF ETHICS FOR SUPPLIERS .............................................................................. 40


Code of Ethics for Suppliers ........................................................................................................................ 40

1. The Company................................................................................................................................... 42

2. Scope ............................................................................................................................................... 42

3. Obligations ...................................................................................................................................... 42

4. Non-compliance Report .................................................................................................................. 43

5. Ethical Guidelines ............................................................................................................................ 43

5.1 Compliance with Laws and Regulations .................................................................................. 43

5.2 Operational Safety................................................................................................................... 43

5.3 Prohibition of Fraudulent and Corruption Practices ............................................................... 44

5.4 Relationship with the Company .............................................................................................. 44

5.5 Conflict de Interest .................................................................................................................. 44

5.6 Gifts and Business Courtesies ................................................................................................. 44

5.7 Property and Technological Resources ................................................................................... 45

5.8 Confidential Information ......................................................................................................... 45

5.9 Information Security ............................................................................................................... 46

5.10 Reliability of Records ........................................................................................................... 46

5.11 Non-Discrimination and Non-Harassment .......................................................................... 46

5.12 Healthy and Safe Work Environment .................................................................................. 46

5.13 Customer Service................................................................................................................. 47

5.14 Environment ........................................................................................................................ 47

6. Validity and Update ......................................................................................................................... 47


OPEN COMPETITIVE BIDDING- RFP No SA1918 TERMS AND CONDITIONS FOR THE REQUEST FOR PROPOSAL TO CONTRACT AND IMPLEMENT A FUEL EFFICIENCY MANAGEMENT SYSTEM (FES) FOR AEROLÍNEAS ARGENTINAS S.A. AND AUSTRAL LÍNEAS AÉREAS CIELOS DEL SUR S.A

1. GENERAL TERMS AND CONDITIONS (HEREIN REFERRED TO AS “C.G.” DUE TO ITS ABBREVIATION IN SPANISH)

1.1. Section 1. - SUBJECT MATTER OF THE REQUEST FOR PROPOSAL

The subject matter of this Request for Proposal is to occasionally purchase the license and implement a Fuel Efficiency Management System (hereinafter referred to as the "THE SOLUTION") for Aerolíneas Argentinas S.A. and Austral Líneas Aéreas Cielos del Sur S.A. (hereinafter jointly referred to as the “Company”). Whenever it is not related to the essential activity of THE COMPANY, that is to say, air transport.

1.2. Section 2. - PROPOSAL INSTRUCTIONS

All proposals shall be submitted to THE COMPANY´s Purchasing Department ("Gerencia de Compras"), by e-mail to [email protected] Proposals shall be received no later than 04/08/2019.

1.3. Section 3. - PROPOSAL SUBMISSION

Proposals shall be submitted by any corporation having the sufficient capacity and structure needed to fulfill the offered services in an efficient and complete way. Corporations must be duly organized and registered in the Inspection Board of Legal Entities (“Inspección General de Justicia”) or in the registries of origin, as appropriate. Corporations composed of spouses; domestic partners; ascendants and descendants; relatives within the fourth degree of consanguinity or affinity, of employees, directors or members of THE COMPANY shall not be able to submit proposals nor shall they be awarded the contract. Moreover, in order to submit a proposal, there must not be any judicial and / or extrajudicial claim filed against THE COMPANY by said Offeror. Likewise, Offerors or Successful Offerors (Awardees) shall not have financial or any other relationship with employees of THE COMPANY that could give rise to real or potential conflicts of interest. Should Offerors fail to comply with any of the above-mentioned requirements, THE COMPANY, at the time of taking notice, may: (i) disqualify them from further consideration or (ii) terminate such contract by operation of law without the need to be deemed in default and the Successful Offeror (Awardee) shall not be entitled to claim any compensation whatsoever.

1.4. Section 4. - SECURING A PROPOSAL


Offerors must keep their Proposals unaltered and unconditional until there has been an award or for the term of ninety (90) calendar days as of the day following the last submission date, whichever occurs earlier.

1.5. Section 5. - NOTICES, CLARIFICATIONS ON OWN INITIATIVE OR AT THE REQUEST OF A PARTY

Parties interested in the RFP shall inform their (i) special domicile, for all the purposes of this RFP and the possible contract, (ii) telephone number and (iii) email address. All notices regarding these presents sent to the special domicile, telephone number or email address mentioned above, shall be considered valid, provided that no modification has been notified by effective means. Interested parties shall submit their inquiries or requests at least five (5) business days prior to the last submission date stated in Section 2 herein. Clarifications on this RFP and any other included documentation shall be issued on own initiative or as an answer to the above-mentioned inquiries and shall be formalized by explanatory circulars that shall be added to the documentation included in this RFP.

1.6. Section 6. - PROPOSAL SUBMISSION REQUIREMENTS

The Proposal shall be submitted in only one envelope, which must be sealed and signed by the Offeror’s legal representative or duly accredited proxyholder, and shall indicate the RFP’s reference and the Offeror´s Name on the cover. Proposals shall be stated in legal tender issued by the Central Bank of Argentina or in US Dollars, pursuant to Exhibit I (Quotation Sheet) attached hereto. Any Proposal received in any currency other than the stated currency will be invalidated. The Proposal submission, per se, shall be considered as the Offeror´s acknowledgment and acceptance of these presents and any other documentation included in this RFP. Consequently, Offerors shall, under no circumstances, allege ignorance of the RFP documentation. At the time of submission of the Proposal, the Offeror’s legal representative or duly accredited proxyholder shall sign all pages and send these presents, expressly accepting what is requested herein. Said information shall be sent in hard copy to Av. Rafael Obligado s/n°, Edificio Corporativo Terminal 4, Piso 3°, Gerencia de Compras, Ciudad Autónoma de Buenos Aires. Offerors shall guarantee the accuracy of the information and/or data included in their Proposals. They shall be considered an affidavit and Offerors shall be deemed solely liable for omitting relevant information or providing false data. If awarded, THE COMPANY may, at any moment, ask for and/or inspect the documentation or any other support of the information provided. This shall also be applicable to any information requirement made by THE COMPANY after awarding the contract and during the validity thereof. The documentation that shall be included in the Proposal, which must indicate the proper folder and page as in an index, in addition to the one requested in the Particular Terms and Conditions provided herein, is the following:


3 folders must be submitted:

Folder No. 1: Offeror’s Background:

a. Offeror’s firm name and name and/or firm name of the holders of THE COMPANY's capital. b. An authenticated copy of the Corporate Bylaws or Articles of Incorporation and the Amendments. Companies must provide evidence of their registration in the Inspection Board of Legal Entities (“Inspección General de Justicia”) or in the applicable provincial Registry. c. A copy of the certificate evidencing their registration in the Federal Administration of Public Revenues (“Administración Federal de Ingresos Públicos - AFIP”) and in the applicable local taxing authority. A document with the C.U.I.T. number (Unique Identification Code for Tax Purposes) granted by the AFIP. d. Domiciles: Registered office and principal place of business of the Offeror´s administration and operative offices that can be visited by THE COMPANY so as to inspect them. e. Email address. f. An authenticated copy of the proxy appointing the Offeror’s representative. g. The RFP with all pages signed by the Offeror’s legal representative or proxyholder. h. Exhibit II, Contractors form- Occupational Risk Prevention. i. Exhibit III, Conflict of Interest Affidavit. j. Exhibit IV - Acknowledgment of the Code of Ethics for Suppliers

In order to be considered an active supplier included in the register of THE COMPANY, the Successful Offeror (Awardee), must keep registration data and any other documentation submitted in a timely manner, which expires and / or is modified, updated.

Folder No. 2. Technical Requirements:

a. The Offeror shall include data, documentation and a technical proposal so as to comply with the requirements described in the Particular Terms and Conditions. b. The Offeror must also demonstrate a vast experience in similar contracts. c. The Offeror shall submit an implementation plan so as to change from the service currently used to the one being offered, which shall be evaluated together with the Proposal.

Folder No. 3. Quotation:

a. Quotes must be submitted in accordance with what is stated herein and in Exhibit I (Quotation Sheet). Offerors shall possess all permits, approvals and/or licenses from all governmental authorities, whether local, provincial or national, corresponding to the areas where the service shall be rendered, that are necessary for the performance of the Agreement or Purchase Order. Any disbursement related to the possession or acquisition of said permits, approvals and/or licenses shall be at the Offeror´s expense. If the Offeror´s staff needs to work in THE COMPANY´s facilities, the Proposal shall also include the following information: a. A document evidencing that Social Security and Medicare obligations (“SUSS" -Sistema Único de Seguridad Social) have been fulfilled; “F931” Affidavits; union contribution receipts, if applicable;


payment statements for the last twelve (12) months; as well as any other document related to the obedience to Labor and Social Security Laws in force related to the Offeror´s personnel devoted to the service rendered hereunder. Additionally, the Offeror shall include a clearance certificate evidencing that all Social Security obligations have been fulfilled since the Offeror started as an employer. b. A copy of the Labor Risk Insurance (“ART”) policy and documents evidencing the premium payment, when paid separately from the “F931” Affidavit. c. A Certificate of Non-criminal Record granted by the National Recidivism Registry and Criminal Statistics (“Registros de Reincidencia y Estadística Criminal de la Nación) of the Offeror´s personnel devoted to the service rendered hereunder. If the Offeror is awarded the contract and needs to hire additional personnel to render the service hereunder, said Certificate must be submitted before performing services. THE COMPANY may request the following: a. Offeror´s economic-financial background including, at least, financial statements for the last two (2)

years before the proposal´s date of submission, attested by an independent public accountant and duly authenticated by the applicable Professional Council.

b. References issued by banks and financial entities with which the Successful Offeror (Awardee) usually does business.

1.7. Section 7. - PROPOSALS DISMISSAL AND AMENDMENT

THE COMPANY shall verify that the submitted Proposals meet the conditions set forth herein. Should omissions or material or formal errors be found, THE COMPANY may request the Offeror to amend them within a specified period of time. Notwithstanding the foregoing, upon evaluation and analysis of said omissions or errors, a contract may be awarded to the Offeror that substantially conforms to the requirements requested and other Offerors cannot challenge that decision. Should errors or arithmetic inconsistencies be found, THE COMPANY shall understand that: (i) amounts written in words prevail over amounts written in numbers and (ii) when there is a difference between the unit price and the total amount (resulting from multiplying the unit price), the unit price shall prevail. Furthermore, THE COMPANY reserves the right to reject all Proposals, without being liable in any way or giving the Offerors the right to file a claim and/or request any compensation whatsoever.

1.8. Section 8. - AWARD

THE COMPANY has the right to award the contract in total or by groups of items to the Proposal that shall be considered more convenient according to its exclusive judgment or to reject all Proposals and render the RFP invalid, without being liable in any way or giving the Offerors the right to file a claim of any nature.


The Proposal that shall be considered more convenient shall be the one that substantially conforms to the requirements requested and meets the needs of the RFP. The Proposal considered more convenient shall not necessarily be the one that offers the lowest price. THE COMPANY reserves the right to request the Offerors that meet the technical requirements of this RFP to improve their Proposal in terms of price. Should that happen, new proposals shall be submitted within the term stated. In case of lack of response from the Offeror who has been requested to improve the Proposal, it shall be considered that the original proposal is maintained. Moreover, THE COMPANY is entitled to modify the term of the contract specified in the Particular Terms and Conditions and, as a consequence of that, request an adaptation of the economic proposal. The decision made by THE COMPANY shall always be considered incontrovertible. The Successful Offeror (Awardee) shall be duly notified of the award. Within ten (10) calendar days after being duly notified of the award, the Successful Offeror (Awardee) shall submit the Performance Bond mentioned in Section 9 herein. In case of failure to submit said bond, the Award shall be deemed null and void. If the Offeror is the current service provider, said Offeror shall continue providing services until the Successful Offeror (Awardee) (if it has been awarded to a different one) starts to comply with the obligations. Should that happen, the current provider shall continue providing services under the same terms and conditions established in his/her contract. Moreover, if applicable, the price redetermination established in the contract in force shall apply.

1.9. Section 9. - PERFORMANCE BOND

A Performance Bond for the faithful performance of the obligations undertaken shall be furnished by the Successful Offeror (Awardee) within the term aforesaid. The Performance Bond will be calculated pursuant to the Particular Terms and Conditions provided herein. Said Performance Bond shall be accompanied by a surety bond set up by a prestigious insurance company to the satisfaction of THE COMPANY. If a Successful Offeror (Awardee) fails to sign the Agreement or to render the service hereunder, within the term stated, the Award shall be deemed null and void and THE COMPANY shall, by operation of law, without need of any demand or previous action whatsoever, execute the Performance Bond as compensation.

1.10. Section 10. - INVOICING INSTRUCTIONS

The settlement of the services rendered and/or the materials supplied shall be performed by submitting monthly invoices and documents evidencing that legal obligations have been fulfilled or upon receipt, as


it may correspond. Original invoices shall be submitted Tuesdays and Fridays from 10.00 am to 1.00 pm to "Cuentas a Pagar" – Edificio Corporativo Aeroparque Jorge Newbery – Av. Rafael Obligado S/N – Lado Sur – Tercer piso- Ciudad Autónoma de Buenos Aires. Furthermore, in order to be settled, all invoices must be accompanied by a certificate of compliance, certified by a National Public Accountant, stating that the Successful Offeror (Awardee) complied with the obligations arising from Article 30 of the Labor Contract Act, and expressly authorizing THE COMPANY to withhold payments until full compliance with them. THE COMPANY shall challenge, refute or reject invoiced charges within 30 (thirty) days after the invoices were submitted to "Cuentas a Pagar". Presumption included in Section 1145 of the National Civil and Commercial Code shall only apply after the term has expired. If invoices are not challenged, questioned and/ or rejected, they shall be settled after 45 (forty five) days from the date of submission by bank transfer to the Successful Offerors (Awardee) account. For such purpose, they shall inform: Bank Name, Beneficiary´s Firm Name and CUIT (TIN - Taxpayer Identification Number) Number, CBU (Single Banking Code) Number, Bank Account Type. In addition, they must inform a contact person and e-mail address, so that they receive the payment notices and can download the corresponding withholding tax certificates. Any other condition that may improve the current method of payment shall be considered as an extra element that will make the Proposal more convenient.

1.11. Section 11.- TAXES

Value Added Tax (“VAT”): Prices included in the Proposals shall be quoted without VAT, if the Offeror is a VAT registered taxpayer. Offerors shall inform the VAT rate that shall be applied, if applicable. Internal Taxes or similar: Offerors shall inform if Internal Taxes, or similar taxes, are levied on their activities and increase the value of the price informed in a timely manner. Stamp tax: If applicable, the amount to be paid shall be expressly determined, indicating the taxable amount. It is hereby stated that the tax payment shall be equally divided between the parties. Tax withholding policies: Aerolíneas Argentinas S.A. and Austral Líneas Aéreas – Cielos del Sur S.A. are withholding agents of national, provincial and municipal taxes. Invoicing method: Invoices shall be issued according to the invoicing rules in force under the RG (AFIP- Federal Administration of Public Revenues) 1415 and the RG (AFIP) 100. Should exemptions of any kind be granted, the validity thereof shall be informed by the Successful Offeror (Awardee) and attested by a competent authority.


If the Successful Offeror (Awardee) comes from abroad, he/she shall bear any tax cost associated with the service and / or operation in connection with this RFP; and no fee, tax, etc. shall be transferred to THE COMPANY.

1.12. Section 12.- LIABILITY

In case of agreement for the provision of services, the Successful Offeror (Awardee) shall assume full and exclusive responsibility for the damages that may arise directly or indirectly from the execution of the services under his charge or the provision of the contracted materials, either for damages caused to the assets, to THE COMPANY or Successful Offeror's (Awardee) personnel and / or to third parties, releasing THE COMPANY, its directors and/or employees from any obligation and / or responsibility and agrees to deal with any type of claim filed against THE COMPANY. If the Proposal involves the provision of services by the Successful Offeror (Awardee) in THE COMPANY´s facilities, the Successful Offeror (Awardee) shall hold THE COMPANY harmless and shall be responsible for the losses, robberies, thefts or damages caused to the properties owned by THE COMPANY and / or third parties. In case of non-compliance of the Successful Offeror (Awardee), THE COMPANY is entitled to replace and / or repair any type of item or facilities that may have been damaged and / or destroyed, at the Successful Offeror´s (Awardee) expense, and to pay pending salaries or compensations to Successful Offeror´s (Awardee) personnel, deducting the cost from the outstanding invoices plus damages. If there are no outstanding invoices, THE COMPANY may claim the applicable payments and damages from the Successful Offeror (Awardee). If an action or procedure of any kind is brought against the Successful Offeror (Awardee) and it may affect the direct or indirect responsibility of THE COMPANY, the Successful Offeror (Awardee) shall notify THE COMPANY within a period not exceeding forty-eight (48) hours after taking notice, and, if THE COMPANY finds it convenient, THE COMPANY may continue the action or procedure and start negotiations to terminate them.

1.13. Section 13.- INDEMNITY

The Successful Offeror (Awardee) agrees to hold THE COMPANY harmless from any action, proceeding, process, suit and/or arbitration that may be brought by an individual or corporation, whether public or private, employee or third party, as a result of the provision of the services or the provision of the materials subject matter of this RFP, whatever the reason. Furthermore, the Successful Offeror (Awardee) agrees to deal with any type of claim filed against THE COMPANY and / or the Successful Offeror (Awardee) in order to reach an agreed resolution that will hold THE COMPANY harmless. If no agreement is reached and THE COMPANY is considered jointly and severally liable, THE COMPANY may withhold the amounts paid from the unpaid invoices owed to the Successful Offeror (Awardee). If there are no outstanding invoices, THE COMPANY shall take legal actions.


All indemnity and any exemption from liability in favor of THE COMPANY, is understood to extend to the entire Group, including Austral Líneas Aéreas – Cielos del Sur S.A., Jet Paq S.A., Aerohandling S.A., Optar Operador Mayorista de Servicios Turísticos S.A. and/or its partners, shareholders and/or representatives.

1.14. Section 14.- INDEPENDENCE

In all circumstances, parties shall be independent and maintain the autonomy of their respective technical, administrative and human resources structures, as well as of all economic and budgetary aspects and shall assume, therefore, the consequent responsibilities. No employee of one of the parties shall be considered an employee of the other party. Neither party shall be responsible for the debts or obligations of the other. Neither party shall have the power to hire or fire employees of the other party or have control or access to funds or expenses of the other party or, in any other manner, exercise power or control over the business of the other party.

1.15. Section 15. - INSURANCE

The Successful Offeror (Awardee) is obliged to take out insurance that covers the risks arising from what is provided for in Section 12 and 13 herein and the ones necessary for the provision of the service, without prejudice to the one that is required in accordance with the provisions of the Particular Terms and Conditions during the validity period of the service or its renewals or extensions. It will be the sole responsibility of the Successful Offeror (Awardee) to maintain the validity of the respective policies during the entire period of compliance with this service. The non-validity of any policy, for whatever reason, will not invalidate the responsibilities assumed in the previous section.

a) Property and Assets Insurance: The Successful Offeror (Awardee) agrees to take out and maintain an insurance cover for the assets of his property or under his care, custody or control related to the subject matter of the agreement. Said insurance shall pay for the replacement of said assets in case of loss. The risks of loss and damage due to accident, fire and / or total and / or partial robbery of equipment and / or vehicles owned by the Successful Offeror (Awardee) or by the third party contracted, and / or leased by the Successful Offeror (Awardee) or by said third party, must always be covered, to the satisfaction of THE COMPANY.

b) Civil liability insurance: The Successful Offeror (Awardee) shall take out a Comprehensive Civil Liability Insurance that specifically includes the tasks to be carried out by the Successful Offeror (Awardee), with a Cross Liability Clause for an amount of not less than $ 3,000,000.-, appointing AEROLÍNEAS ARGENTINAS S.A. as additional insured or third party as appropriate. It shall also include the following clauses:

a) A waiver of subrogation clause, to prevent a claim against AEROLÍNEAS ARGENTINAS S.A. b) That the payment of the gross premium and the franchise shall be exclusively in charge of the Named Insured.


c) That the franchise paid by the Insured shall not exceed 10% of the compensation, with a minimum of 1% and a maximum of 3%, of the sum insured at the time of the incident, for each event. d) A clause of NO cancellation, modification or suspension without at least 30 days’ prior due notice to the Additional Insured.

Notwithstanding the aforementioned, in all cases, if the service requested in the RFP or the service offered implies that the Offeror's (own or contracted) personnel provide services directly in THE COMPANY; the Successful Offeror (Awardee) shall take out the following insurance:

c) Mandatory Life Insurance: Personnel devoted to the services must be covered by this insurance.

d) Labor accident insurance: Labor Risk Insurance: Act 27348, 26773 and 24557 and its amendments, Decree 1694/09, its complementary and regulatory rules, and those that in the future modify or replace them, for all employees devoted to the services including the following clause: [Name of the Work Risks Insurance Company ("ART")] expressly waives to claim or bring a subrogation

action against Aerolíneas Argentinas S.A., Austral Líneas Aéreas- Cielos del Sur S.A., Jet-Paq S.A.,

Aerohandling S.A. and Optar Operador Mayorista de Servicios Turisticos S.A. (THE COMPANY), its

officials, employees or workers, either based on article 39.5 of Act No. 24,557 (or the one that replaces it

in the future) or in any other legal rule, due to benefits in kind or money that is forced to grant, hire or

pay to employees or former employees of [name of the Successful Offeror (Awardee)] covered by this

insurance policy, as a consequence of work-related accidents or occupational diseases suffered or

contracted while working or at work or on the way between the worker's home and the workplace and

vice versa, and agrees to hold THE COMPANY harmless from a legal action that could be filed jointly and

invoking an alleged joint and several liability.

This Waiver of Subrogation clause shall cease to have force and effect if THE COMPANY in favor of whom

it was issued, does not strictly comply with the workplace safety, prevention and health measures, or in

any way disobeys Act No. 19,587 (or the one that replaces it in the future), its Regulatory Decree No.

351/79 and the regulations issued by the Superintendence on Occupational Risks, the Province of Buenos

Aires and the City of Buenos Aires their respective areas of competence.

[Name of the Work Risks Insurance Company ("ART")] agrees to give due notice to THE COMPANY of the

insured party´s breach of the policy and especially when it is not paid in due time, within ten (10)

consecutive days after being verified ".

e) Personal Accident Insurance

When the Successful Offeror (Awardee) hires personnel that are not in a position to be covered by a Labor Risk Insurance under the above-mentioned rules, instead of the aforementioned insurance, the Successful Offeror (Awardee) must take out a personal accident insurance. This provision is also applicable to the Directors and / or Shareholders of the Successful Offeror (Awardee), when they are devoted to the service. Insurance, in all cases, must include: risks of death and permanent total and / or


partial disability -including labor accidents- and pharmaceutical medical assistance. Personnel shall have 24-hour insurance. The minimum amount to be insured must be equal to or greater than the sum of four hundred and fifty thousand pesos ($ 450,000.00.-) per person for death and disability insurance and $ 40,000 for pharmaceutical medical assistance. The policy must designate THE COMPANY as the first beneficiary for the legal and / or conventional obligations for which it is responsible; and the insured personnel and / or their legal heirs, as the second beneficiary, as appropriate. The above-mentioned insurance must be taken out in prestigious companies, to the full satisfaction of THE COMPANY and copies of all policies and the respective payment vouchers must be submitted to the office determined by them for verification and control, before the tenth (10) calendar day after the execution of the Agreement and prior to the start of the provision of services. In the case of payment of insurance gross premiums in installments, payment vouchers must be submitted within five (5) consecutive days after the due date of each installment. In case of extension of the Agreement or Purchase Order, the aforementioned documentation must be submitted duly updated at that moment.

1.16. Section 16. - LEGAL OBLIGATIONS

The Successful Offeror (Awardee) shall comply with the law and regulations in force, regarding shifts, employer contributions to Social Security and Medicare, workers’ insurance, labor risks, minimum wages per legal workday, etc., as well as collective labor agreements of their personnel, which must be in accordance with the tasks performed and must be agreed with THE COMPANY, solving any union and/or legal problems that may arise, holding THE COMPANY, the entire Group, its partners, shareholders and representatives harmless from and against any event. Successful Offeror´s staff devoted to the provision of services shall have no relationship whatsoever with THE COMPANY. The Successful Offeror (Awardee) agrees to obey and enforce rules of presentation, cleanliness, manners, language, etc., so as to maintain an environment of efficiency, courtesy and good manners in the workplace, avoiding unnecessary conversations with the public and / or employees of THE COMPANY, depending on the place where he performs his activities, having to dedicate himself to his specific tasks with the minimum of interruptions. The Successful Offeror (Awardee) shall inform THE COMPANY of the list of employees devoted to the required service, and must provide evidence of their registration in AFIP (Federal Administration of Public Revenues) as employees. Otherwise, those not complying with this rule shall not be able to perform services and if, as a consequence of that, the service becomes unsatisfactory, it is in the power of THE COMPANY to act in accordance with Section 21 of the General Conditions, regardless of THE COMPANY's right to terminate the contract. In case of dismissal of an employee of the Successful Offeror (Awardee) devoted to the required service, THE COMPANY shall be promptly notified within the following 24 hours and within 48 business hours, proof of payment of the full and final settlement and proof of withdrawal from AFIP shall be submitted. Within the following 45 days, the Successful Offeror (Awardee) shall provide evidence that he/she has


delivered to the employee the certificates stated in Art 80 of the Labor Contract Act, namely: (1) work certificate; (2) certificate of employment and compensation (form ps 6.2 Anses) and (3) certificate of withholdings and contributions to social security (Form 984 of AFIP). Failure to comply with this obligation shall allow THE COMPANY to act in accordance with Sections 17 and/or 19 of the General Conditions. The Successful Offeror (Awardee) shall provide evidence that he/she keeps the books stated in Art 52 of the Labor Contract Act and also a special book of records, schedules or electronic mechanism authorized by the corresponding application authority. THE COMPANY may control the aforementioned books after giving a 72 hours´ prior notice to the Successful Offeror (Awardee). The Successful Offeror (Awardee) shall comply with all the rules, regulations and / or directives applicable to its activity, whether existing or furnished by THE COMPANY. Any expense derived from the fulfillment of said obligations shall be met by the Successful Offerors (Awardees) and they shall be solely responsible for, but not limited to, the following:

a) failure to comply with any rule, regulation, act, decree or provision in force during their service provision;

b) accidents happening to their personnel, THE COMPANY´s personnel and/or third parties, as a

direct or indirect consequence of their personnel activity;

c) their obligations related to the Social Security System; and

d) any other obligation that may arise from labor relations between the Successful Offerors and their employees or between the Successful Offerors and their subcontractors’ employees. Successful Offerors (Awardees) shall pay their staff salaries not lower than the minimum in force. Said salaries shall be settled by legal workday. The Successful Offeror (Awardee) shall pay employees on time, paying in full the stipulated salaries and strictly complying with the provisions that determine the legal workday as well as the obligations regarding the applicable contributions and payments to be performed. If the Successful Offeror (Awardee) fails to perform his obligations, THE COMPANY may interrupt the agreement and payment of outstanding invoices. In case of misconduct or non-compliance of the Successful Offeror´s (Awardee) personnel, THE COMPANY is entitled to immediately request a change. Said change shall be carried out within a period of forty eight (48) hours after duly notifying the Successful Offeror (Awardee). In this case it will be the sole responsibility of the Successful Offeror (Awardee) for all the legal and / or pecuniary consequences that the modification might entail. The Successful Offeror (Awardee) also agrees to comply with the requirements stipulated in article 30 of the Labor Contract Act, in such a way so as to exempt THE COMPANY from being jointly and severally liable in connection with the subject matter of these presents.


Compliance with what is herein established shall be checked and documented in each case and the Successful Offeror (Awardee) shall provide a certificate of compliance certified by a National Public Accountant, and evidence required by the user sector or by the one appointed by THE COMPANY.

1.17. Section 17. - CORPORATE COMPLIANCE WITH THE LEGAL OBLIGATIONS OF THE SUCCESSFUL

OFFEROR (AWARDEE)

If THE COMPANY is ordered by an authority or, at its sole discretion, decides to comply with the legal obligations of the Successful Offeror (Awardee) herein stated, such as social security contributions and payments, salaries, etc., that the Successful Offeror (Awardee) did not pay to the personnel devoted to the provision of services in THE COMPANY´s facilities, , THE COMPANY may - notwithstanding what is stated in Section 19 herein, withhold the amounts owed to the Successful Offeror (Awardee) and make the payment directly on behalf of the latter, without further notice. Such payment shall not imply the existence of any kind of employment relationship with the employee of the Successful Offeror (Awardee).

1.18. Section 18. - TERM OF THE AGREEMENT

The term for the performance of services shall be specified in the Particular Terms and Conditions.

1.19. Section 19. - TERMINATION IN CASE OF BREACH OF THE AGREEMENT BY THE SUCCESSFUL

OFFEROR (AWARDEE)

Should the Successful Offeror (Awardee) fail to comply with any of their obligations hereunder and/or the legal obligations arising herefrom, THE COMPANY may terminate such contract by operation of law without the need to be deemed in default and the Successful Offeror (Awardee) shall not be entitled to claim any compensation whatsoever. Grounds for termination include, without limitation, repetitive service failures, service interruption, declaration of bankruptcy or legal proceeding to reach an agreement with creditors in order to avoid bankruptcy of the Successful Offeror (Awardee), assignment of any right not complying with Section 25 herein, failure to start rendering services in due time, denial to provide data or documents requested by THE COMPANY and failure to comply with and provide evidence of the compliance with the obligations stated in Art.30 of the Labor Contract Act, failure to comply with job duties and any other failure that affects or may affect the proper service rendering. Should that happen, Successful Offerors will automatically lose their performance bond.

1.20. Section 20.- EARLY TERMINATION WITHOUT CAUSE

THE COMPANY shall have the right to terminate all or any part of the agreement without cause. Upon early termination, the Successful Offeror (Awardee) shall not be entitled to claim any compensation whatsoever. Termination shall be effective as of thirty (30) calendar days after providing the Successful Offeror (Awardee) with due notice. Upon early termination without cause, THE COMPANY shall return the performance bond to the Successful Offeror (Awardee).

1.21. Section 21. - PENALTIES


THE COMPANY may establish a system of penalties for non-compliance, which shall be specified in the Particular Terms and Conditions.

1.22. Section 22. - FORCE MAJEURE

Penalties for non-compliance specified in Section 2.7 (sic) of the Particular Terms and Conditions shall not apply if such performance is prevented by a Force Majeure Event. A Force Majeure event shall mean an inevitable extraordinary and abnormal event beyond the reasonable control of the Successful Offeror or THE COMPANY, as appropriate, including, without limitation: a) War, hostilities or war operations (whether a state of war has been declared or not), invasion, act of the foreign enemy and civil war; b) Rebellion, revolution, insurrection, uprising, usurpation of civil or military government, conspiracy, riot, civil disturbances and terrorist acts; c) Sabotage, epidemic, quarantine, plague; d) Earthquake, avalanche, volcanic activity, fire, flood, tsunami, typhoon or cyclone, hurricane, storm, lightning or other inclement weather conditions, shock waves and nuclear waves or other natural or physical disasters; e) Lack of workmanship, materials or public services, when caused by circumstances that constitute force majeure. The party affected by a force majeure event shall make all reasonable efforts to mitigate the effects of said event on the execution of the Agreement or Purchase Order and to comply with its contractual obligations. The existence of an event of this nature that prevents or hinders the fulfillment of the contractual commitments by the Successful Offeror (Awardee), shall be immediately notified to THE COMPANY, without exception, being at the discretion of the latter, the evaluation of the same and its eventual acceptance.

1.23. Section 23. - INDUSTRIAL SAFETY

The Successful Offeror (Awardee) shall comply with all the requirements stipulated by the Industrial Safety legislation and by the requirements of THE COMPANY's internal rules.

The Successful Offeror (Awardee) shall have a Head of Health and Safety and shall provide evidence that the professional in charge is suitable for the specific activity. In the case of an Outsourced Professional, the respective Contract and a copy of the personal accident insurance policy must be submitted.


Said Professional must visit the premises at least monthly, providing evidence of such visit and of the activities carried out. Likewise, he / she must know the tasks that the personnel shall carry out in their place of work, for the purpose of determining if it is necessary to provide elements of protection and / or to establish safe working procedures for the operational tasks carried out within the facilities of THE COMPANY, in addition to being able to prepare the Safety Program required by regulations. The electric machines and equipment that the Successful Offeror (Awardee) has in use in THE COMPANY´s facilities, must comply with safety regulations issued by the National Energy Regulatory Authority (Ente Nacional Regulador de la Energía "ENRE"). For this purpose, THE COMPANY's Occupational Health and Safety staff shall carry out periodic inspections in order to verify the status of said elements, with the Successful Offeror (Awardee) being solely responsible for them and the damages or injuries that they may cause. The Successful Offeror (Awardee) must provide his staff with all the elements and personal protective equipment for the development of their work in safety conditions, keeping a record of their delivery (one file per employee), controlling that they use them while they are exposed to risks and offering training in this regard. The Successful Offeror (Awardee) shall identify those tasks that may involve a risk not only to the personnel who perform them but also to the people who circulate around the place (for example: washing areas where people circulate permanently, which would generate the risk of falling) In the event that the Successful Offeror (Awardee) must perform welding works or works using sources that may produce heat, he shall manage to obtain the corresponding "Hot Work Permit" from Industrial Health and Safety in order to determine whether or not this type of work can be carried out in that place. If there is no problem, for the duration of the task and until the source that may produce heat has been removed from the site, the task will be witnessed by a plant firefighter. The Successful Offeror´s (Awardee) personnel who drive inside THE COMPANY's facilities, be it common vehicles or industrial vehicles (for example: fork-lifts), whether owned by the Successful Offeror (Awardee) or THE COMPANY, must have a current driving license and a copy of said license must be available in the Station where the personnel work (Ezeiza, Aeroparque, Downtown). The Successful Offeror (Awardee) must have an Action Plan regarding Industrial Health and Safety, which must include at least the detail of the training activities offered to the personnel in accordance with the risks (general and particular) to which they are exposed during the development of their specific tasks. The Successful Offeror (Awardee) must keep up to date and available for THE COMPANY´s Industrial Health and Safety staff, a detailed record of occupational accidents and diseases that have occurred to his personnel while working for THE COMPANY. Likewise, within 48 hours, the Successful Offeror (Awardee) must inform THE COMPANY´s Industrial Health and Safety staff ([email protected]) of any work-related accident (except for "in itinere" cases) that has occurred to the contractor's personnel during the provision of services for THE COMPANY. When reporting the case, the following information of the injured person must be provided:


Name and Surname - Date of birth - Function - Injury (Nature of Injury and Part of Body Affected) - Description of what happened (brief account of what happened and caused the injury) - Place of accident. At the end of the injury leave, this situation must be reported to the aforementioned email address, always offering someone to talk about the case. This requirement is based on Resolutions SRT 463/09 and 559/09 about contractor´s work.

1.24. Section 24. - RELATIONSHIP BETWEEN THE PARTIES

The department within THE COMPANY that is designated in the Particular Terms and Conditions shall be the one in charge of controlling the agreement and maintaining a close relationship with the Successful Offeror (Awardee) regarding operational aspects. THE COMPANY can modify said responsible department at any time and shall inform the Successful Offeror (Awardee) of the new department appointed.

1.25. Section 25. - ASSIGNMENT

The Successful Offerors shall not assign or transfer any right or obligation that arises from the contract, unless otherwise expressly authorized in writing by THE COMPANY.

1.26. Section 26. - CONFIDENTIALITY

Upon submission of the Proposal, Offerors agree not to disclose any information that they may receive from THE COMPANY or may obtain by means of their own studies, related to technical information, trade secrets or knowledge, including but not limited to information regarding business plans and/or strategies, products, brands, services, financial forecasts, patents, patent application, source code, research, inventions, processes, designs and any other confidential or private information belonging to THE COMPANY. Confidential information shall also include projects, alliances, implementation plans, current or potential partners, commercial agreements and any other information belonging to THE COMPANY, its partners, related companies or members of the same economic group, sponsors, suppliers, licensees, arising from and/or known due to negotiations and/or execution of any kind of contract or agreement as a consequence of these presents. Moreover, Offerors acknowledge that the consideration amount is confidential and agree to take any reasonably necessary measure to maintain such confidentiality. Offerors agree not to disclose the information that has been made available to them and to take any reasonably necessary measures to prevent such information from being copied, reproduced or revealed. The obligation of confidence imposed by this Section shall not apply if the information becomes publicly known through no action or inaction of the Offerors. Said confidentiality shall apply to all data and documents that, due to their nature, are not supposed to be disclosed to the public, thus, Offerors must restrain themselves from disclosing them to third parties.


The aforesaid confidentiality terms shall not apply if Offerors are required to disclose information pursuant to a requirement of a government agency - within its competency framework-, a requirement of a judge or a requirement of law. The Offeror shall notify THE COMPANY of such requirement. This duty of confidentiality shall be applicable to the Successful Offeror (Awardee) and his employees and / or third parties hired by him, who must comply with all the terms included herein, even after the end of the service and for at least three (3) years from the date of termination of the contract.

1.27. Section 27. - JURISDICTION AND APPLICABLE LAW

The governing law shall be the law of the Argentine Republic. In the event of any dispute which may arise between the Successful Offeror (Awardee) and THE COMPANY, either in relation to this RFP or to the agreement that could be signed in case of being selected as a supplier, they both agree that they will resolve them in good faith through friendly negotiations within thirty (30) calendar days after notice of the dispute has been served. If an agreement is not reached within that term, legal proceedings shall be started. The Successful Offeror (Awardee) and THE COMPANY submit themselves to the jurisdiction of the Courts of the City of Buenos Aires for the judgment of any issue that may arise, expressly waiving any other jurisdiction.

1.28. Section 28. - ORDER OF HIERARCHY

All the documents that make up the Competitive Bidding Process shall be considered part of the Purchase Order or Agreement and reciprocally explanatory. If there is a conflict between the documents, the following order of hierarchy shall prevail: 1) Agreement/Proposal Letter 2) Purchase Order 3) Particular Terms and Conditions 4) General Terms and Conditions

1.29. Section 29. - EXHIBITS

Exhibits are considered an integral part of this RFP.


2. PARTICULAR TERMS AND CONDITIONS (HEREIN REFERRED TO AS “C.P.” DUE TO ITS ABBREVIATION IN SPANISH):

2.1. TERM OF THE AGREEMENT

The term of the agreement shall be 36 months and may be extended for a shorter period, upon prior written agreement of the parties. The Agreement shall be extended ninety (90) calendar days before the expiration date. Notwithstanding the foregoing, in view of the circumstances, a shorter term may be agreed by the parties.

2.2. CONTRACT MODALITY

THE COMPANY wants to acquire a software license under the subscription modality that includes the use of the software, maintenance, support, updates, hosting and back up.

2.3. RFP ADAPTATION AND MODIFICATION

THE COMPANY is entitled, at its sole discretion, to modify, adapt and/or attach exhibits to this RFP, at any time, prior to the last submission date. Any modification shall be informed through the same channels that were used for these presents, and by email to those offerors that were interested in submitting a proposal. THE COMPANY may, at its sole discretion, extend the last submission date, as it deems appropriate and necessary based on the requests received or its own criteria.

2.4. COSTS AND EXPENSES

All costs and expenses of any nature, derived from the provision of services, related to the staff or caused by the fulfillment of the services, as well as all taxes and liens in force or implemented during the term of the agreement, shall be at the Successful Offeror´s (Awardee) expense. The obligations set forth in this section must be formalized when the Successful Offeror (Awardee) starts providing the services subject matter of this RFP.

2.5. VISIT TO THE FACILITIES

Prior to the submission of quotations, THE COMPANY shall request a demonstration of THE SOLUTION operation. This demonstration may be in person or remotely.

2.6. PRICE REDETERMINATION


Prices included in the Agreement are fixed and cannot be changed, during the validity term. The prices of the services described in Section 3.1 (sic) of Exhibit I - Quotation Sheet, can be redetermined as follows: Domestic Prices stated in legal tender issued by the Central Bank of Argentina shall be fixed and cannot be changed, during the validity term. They shall be adjusted semiannually, after 6 (six) months as from the date of execution of the contract taking as reference the Cost Structure included herein (Table 1) based on official indexes. For such purpose, as from the date of notice of the price review request, a period of validation of calculations that shall not exceed the term of forty (40) calendar days, shall start, unless otherwise mutually agreed by the parties. For the purposes of invoking this clause, the Successful Offeror (Awardee) must solemnly request it and include the agreed cost structure, detailing the increase in costs observed during the period presented, taking as a base date, the date of the execution of the Contract and/or of the last renegotiated price. Table 1. COST STRUCTURE

Cost Item % Percentage Source

Labor Cost 15% Employment Cost Index for Private Industry

Equipment 60% Wholesale Domestic Price Index (WDPI) for Imported

Products

General Expenses 25% General Wholesale Domestic Price Index

International Prices shall be adjusted annually by 100% of the increase in the Consumer Price Index (CPI) of the country from where the Successful Offeror (Awardee) provides the service and according to the official publications issued by the corresponding agency or the entity that replaces it. If no agreement can be reached within the Price Renegotiation Period, it will be deemed that the contract prices are those defined by THE COMPANY. In that case, the Successful Offeror (Awardee) may terminate the contract by giving due notice to THE COMPANY at least ninety (90) calendar days in advance without this giving rise to a claim for compensation. This right of termination must be exercised within fifteen (15) calendar days from the expiration of the Price Renegotiation Period. For the purposes of invoking this clause, the Successful Offeror (Awardee) must include the Cost Structure identified as Table 1, detailing the increase in costs observed during the period presented, taking as a base date, the date of the execution of the Contract or of the last renegotiated price, as applicable.

2.7. PENALTIES

If the Successful Offeror´s (Awardee) agents fail to perform the obligations of the Successful Offeror (Awardee), penalties shall be imposed only by checking the controls determined by the "Unidad de Obras y Servicios" of THE COMPANY or those appointed by THE COMPANY.


Notwithstanding third-parties compensations that are in charge of the Successful Offeror (Awardee) or his/her staff, arising from events related to the contract and the provision of the service, the Successful Offeror (Awardee) shall also be liable to penalties when he fails to perform or comply with, in a timely manner, the services or instructions given by THE COMPANY. The Successful Offeror (Awardee) shall be obliged to replace those employees that are in breach of the rules, at the request of THE COMPANY. If, as a direct or indirect consequence of the replacement or dismissal, the Successful Offeror (Awardee) is obliged to pay compensation, THE COMPANY shall not in any way be responsible or liable for any full or partial payment. In the event that the Successful Offeror (Awardee) fails to comply with services (infractions and / or breaches of any of the clauses of this RFP and / or contract if an Offeror is selected), regardless of THE COMPANY´s right to terminate the contract, the Successful Offeror (Awardee) will be liable for the following penalties, which shall be calculated in accordance with the percentages indicated on the invoiced amount during the month prior to the month in which the violation was verified: 1st breach: Formal complaint of THE COMPANY (which may be made by email to the address determined by the Successful Offeror (Awardee) for such purposes) 2nd breach: 5 % discount applied to the invoice of the month prior to the date of the event. 3rd breach: 10 % discount applied to the invoice of the month prior to the date of the event. 4th breach: 20 % discount applied to the invoice of the month prior to the date of the event. 5th breach and successive breaches: 40 % discount applied to the invoice of the month prior to the date of the event. These minimum penalties may be extended by THE COMPANY up to the total amount of damages caused by the non-compliance of the Successful Offeror (Awardee) after giving a prior notice to the Successful Offeror (Awardee) by email, note or certified letter. THE COMPANY may also apply penalties for events that are not detailed above, but that represent a breach of any of the Successful Offeror´s (Awardee) obligations. These amounts shall be deducted from the monthly invoice of the Successful Offeror (Awardee). This clause shall be applicable to all cases except those related to the level of service and the solution of technical problems, which have their own obligations and penalties described in Section 2.12 - Service Level Agreement (SLA).


2.8. PREVENTION AND PROTECTION

Each user sector of THE COMPANY must inform the Fuel Efficiency Program Office, via e-mail, about the visit of the Successful Offeror (Awardee) to facilities of THE COMPANY, specifying the Labor Risk Insurance (“ART”) of the Successful Offeror´s (Awardee) personnel or the applicable insurance and the date and time in which services shall be performed. In order to facilitate the work of his/her personnel , the Successful Offeror (Awardee) must comply with the following security controls located at THE COMPANY´s facilities or in the place determined by THE COMPANY: • Before entering or leaving the facilities, all materials, tools, spare parts and equipment, among others, that are used for the provision of the services requested herein, must be declared. • When leaving the facilities and in order to take spare parts or other materials which are part of the equipment subject matter of these presents from them, the Successful Offeror (Awardee) must have the corresponding authorization (note) from the user sector of THE COMPANY which must be signed and detail the equipment, spare parts and materials that shall be taken away. This note must be presented at the security cabin or at the places determined by THE COMPANY.

2.9. STAFF TRANSPORTATION

The Successful Offeror (Awardee) must provide transportation for his/her staff to be able to render services, since THE COMPANY will not recognize any extra corresponding to travel or other related expenses. The Successful Offeror´s (Awardee) staff shall, under no circumstances, be able to use the transportation that THE COMPANY has for its personnel. If the Successful Offeror´s (Awardee) staff uses the transportation that THE COMPANY has for the personnel, a penalty will be imposed immediately in accordance with the percentages established in Section 2.7 of these "C.P."

2.10. RELATIONSHIP BETWEEN THE PARTIES

Those in charge of controlling and supervising the service provision are the Head of the Fuel Efficiency Program, the Dispatch Manager and the IT Manager and they must keep a close relationship with the Successful Offeror (Awardee) as regards operational matters. The aforementioned offices shall be in charge of approving the respective invoices, arranging controls or unexpected inspections, in order to assure the correct fulfillment of the provision of services. The Successful Offeror (Awardee) is forced to accept the accomplishment of any measure of verification arranged by the aforementioned offices, and must immediately comply with any order or recommendation made by them in relation to the service. THE COMPANY can modify the responsible offices at any time and must inform the Successful Offeror (Awardee) of the new office appointed.


2.11. SERVICE EVALUATION

Service evaluation shall be carried out by the Fuel Efficiency Program Office, so they must be informed of and coordinate all tasks or processes to be executed. Said office must notify the Successful Offeror (Awardee) of any issues that may arise by issuing a Service Order via fax, e-mail or note and the Successful Offeror (Awardee) must acknowledge in writing receipt of the information and immediately take the necessary measures to solve said issues.

2.12. SERVICE LEVEL AGREEMENT

THE COMPANY shall be entitled to carry out the controls, inspections, monitoring visits or audits as may deem appropriate in order to ensure the correct fulfillment of the service, and the Successful Offeror (Awardee) is obliged to accept the accomplishment of any measure of verification arranged by THE COMPANY and must immediately comply with any order or recommendation made in relation to the service. Any impediment to perform these controls shall constitute grounds for imposition of sanctions, penalties or termination of the contract. THE COMPANY shall implement an evaluation system to continually grade the performance of the Successful Offeror (Awardee) and determine the degree of compliance with the specified requirements. SLA breaches: • Scheduled downtimes that last more than 8 hours per calendar month • Unscheduled downtimes that last more than 24 hours per calendar month • Less than 99% availability per calendar year. Availability (%) = (total annual time - total downtime) / (total annual time) • Failure attributable to the Successful Offeror (Awardee) in the processing of the information / data update that affects the veracity of the information provided through the tool. • Impossibility of detailing the result of savings calculated from the data provided by THE COMPANY. The Successful Offeror (Awardee) must respond to claims filed by THE COMPANY within 24 hours of receiving the formal complaint. THE SOLUTION to the failure must be agreed with AR.

2.13. HELP DESK

The help desk must be available in order to receive reports on any incident that may occur or respond to service requirements from Monday to Friday from 9:00 am to 5:00 pm- Buenos Aires time. Incidents and services required must be processed during the corresponding service time. The help desk support should preferably be provided in Spanish.

2.14. SERVICE AUDIT


THE COMPANY shall be entitled to carry out the controls, inspections, monitoring visits or audits as may deem appropriate in order to ensure the correct fulfillment of the service, and the Successful Offeror (Awardee) is obliged to accept the accomplishment of any measure of verification arranged by THE COMPANY and must immediately comply with any order or recommendation made in relation to the service. Any impediment to perform these controls shall constitute grounds for imposition of sanctions, penalties or termination of the contract.

2.15. CLAIMS ON THE QUALITY OF SERVICE

Claims regarding the quality of the services provided shall be chronologically recorded in triplicate in special forms developed for that purpose and provided by the Successful Offeror (Awardee), or by email or fax, which shall be considered as legal documents. Claims must be signed by the Successful Offerors (Awardees) or their representatives. Even if the Successful Offeror (Awardee) considers that a complaint exceeds the terms and conditions of the agreement, the Successful Offeror (Awardee) must acknowledge receipt of the complaint, without prejudice to submitting, within 24 hours, a clear and well-founded disclaimer to THE COMPANY, explaining the grounds for dismissing the complaint. If said term expires and the Successful Offeror (Awardee) fails to submit the disclaimer, he/she shall be obliged to immediately perform the requested work and shall not be able to submit a subsequent disclaimer. Successful Offerors´ (Awardee) comments that are against a complaint shall not exempt them from performing the repeatedly requested work. In that case, THE COMPANY may, at any time, order the work to be performed at the Successful Offeror´s (Awardee) expense, deducting the cost from the outstanding invoices or performance bond.

2.16. PERFORMANCE BOND

A Performance Bond for the faithful performance of the obligations undertaken shall be furnished by the Successful Offeror (Awardee) within the term aforesaid. The Performance Bond shall be 10% (ten percent) of the total amount of the Purchase Order or Agreement. The Performance Bond shall consist of a surety bond set up by a prestigious Insurance Company to the satisfaction of THE COMPANY. If a successful Offeror (Awardee) fails to sign the Agreement or to render the service hereunder, within the term stated, the Award shall be deemed null and void and THE COMPANY shall, by operation of law, without need of any demand or previous action whatsoever, execute the Performance Bond as compensation.

2.17. LICENSE

The proposal must include the detail of the License granted for the total operational and / or technical use of the software, explaining:


o The license of the acquired version, explaining if it is a subscription and / or of perpetual or partial duration.

o License for the maintenance and / or updating of versions, operational assistance and training. o New developments roadmap. o Licenses to use by quantity and by user profiles.

In those cases where THE SOLUTION has modifications, updates and / or upgrades, without exception, said modifications, updates, upgrades, among others, shall be provided to THE COMPANY free of charge. The Successful Offeror (Awardee) declares and agrees that the Licenses subject matter of these presents shall remain in force for a term of 3 years as from their acquisition by THE COMPANY. The Successful Offeror (Awardee) agrees not to make changes in the versions that imply loss of functionality of the software or that generate additional costs that exceed the amounts to be paid by THE COMPANY for the associated maintenance. The Successful Offeror (Awardee) may submit a differential proposal in the proposed licensing scheme as long as it overtakes the one specified above.

2.18. INTELLECTUAL PROPERTY

The COMPANY is entitled to whatever exploitation right derived from the Intellectual Property Law, both of THE SOLUTION and the subsystems that comprise it, and of the "processes developed" by the Successful Offeror (Awardee) defined in Section 2.19(sic) hereof, as well as of all the byproducts: technical documentation of analysis and design, planning documentation and tests. Moreover, the Successful Offeror (Awardee) shall guarantee that the works and services subject matter of this RFP to be rendered to THE COMPANY do not infringe or break intellectual, industrial or any other legal or contractual rights of third parties.

2.19. SOURCE CODE

THE COMPANY shall be the owner of all source codes that correspond to the processes developed to add functionality to the base product. "Processes developed" shall mean any adaptation made on the software in order that it responds to the business rules of THE COMPANY. If the Successful Offeror (Awardee) wants to use any part of the "processes developed" for marketing purposes or for proofs of concept, he/she must previously request authorization and agree in writing with THE COMPANY.

2.20. TECHNICAL CHARACTERISTICS OF THE SOLUTION

The following are the functional requirements sought in THE SOLUTION. Each functional requirement indicates the priority defined by THE COMPANY, namely:


• A Must (M): Fundamental functional requirements. In order to be eligible, THE SOLUTION must include them.

• Important (I): Functional requirement with a high priority for THE SOLUTION to be chosen. • Desired (D): Functional requirement with a medium priority for THE SOLUTION to be chosen. THE SOLUTION must be able to meet the following objectives: A. Evaluate efficiency initiatives through the analysis of actual data on current fuel consumption. B. Monitor progress and remaining potential for savings, expressed in kilos of fuel for each

initiative, through the corresponding reports. C. Communicate progress of ongoing initiatives to the corresponding audiences that are affected.

2.20.1. Main functionalities:

Functionalities Priority

2.20.1.1 • THE SOLUTION must be able to evaluate the actual fuel savings achieved and the remaining fuel savings related to the application of industry best practices. They are specified in the "Recommended Best Practices" table. Savings must be expressed in kilograms (KG) of fuel.

M

2.20.1.2 • THE SOLUTION must calculate fuel savings by means of a prediction algorithm that models the consumption WITHOUT application of industry best practices and WITH application of industry best practices. The model must be made by determining a baseline corresponding to the actual consumption during 2018. If the Successful Offeror (Awardee) determines the possible savings by means of another calculation method, it must be expressly detailed in the proposal.

M

2.20.1.3 • THE SOLUTION must perform a detailed analysis of the actual fuel consumption per flight versus that specified in the flight plan. It must be able to be analyzed by flight phase (taxi out, take off, climb, cruise, descent, landing, taxi in).

I

2.20.2. Parameterized best practices

PARAMETIZED BEST PRACTICES Priority

2.20.2.1 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the optimization of APU use during taxiing, prolonged parking and turnarounds

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2.20.2.2 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to optimal selection of alternatives

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2.20.2.3 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the optimization of discretionary fuel

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2.20.2.4 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the use of idle reverse thrust

M

2.20.2.5 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the use of engine-out taxi- in

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2.20.2.6 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the use of engine-out taxi-out

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2.20.2.7 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the use of reduced acceleration altitude

M

2.20.2.8 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the use of continuous descent approach

M

2.20.2.9 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the use of reduced flaps

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2.20.2.10 • THE SOLUTION must evaluate the savings achieved and the remaining savings in KG of fuel due to the use of customizable practices by THE COMPANY

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2.20.2.11 • THE SOLUTION must evaluate the savings achieved and the remaining savings in USD due to the use of overtankering

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2.20.3. Advanced analytics tools and reports

ADVANCED ANALYTICS TOOLS AND REPORTS Priority

2.20.3.1 • THE SOLUTION must generate reports so as to monitor the progress and implementation of each best practice and it must be possible to monitor evolution over time, by aircraft type, airports of origin / destination, city pairs, runway, STAR / SID

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2.20.3.2 • THE SOLUTION must generate progress reports with advanced filters, such as STAR / SID, meteorological conditions, or others proposed by the Offeror

D

2.20.3.3 • THE SOLUTION must enable THE COMPANY to generate new reports based on data available in the data sources that are present in THE SOLUTION

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2.20.3.4 • THE SOLUTION must generate reports so as to analyze improvements in flight planning and dispatch, such as flight time, taxi time, zero fuel weight error, BIAS

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2.20.3.5 • THE SOLUTION must be able to export the reports, send them by email, embed them onto intranet, and export data to Excel, CSV or another format that can be analyzed by a data analysis tool

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2.20.3.6 • THE SOLUTION must be able to perform a geospatial analysis of the actual trajectory of each flight and detect accurate insights into holdings, deviations, go arounds, altitude, speed, relevant events related to the flight as flaps

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2.20.3.7 • THE SOLUTION must generate the emission reports established by CORSIA D

2.20.4. Web Portal and Mobile Application

WEB PORTAL AND MOBILE APPLICATION Priority

2.20.4.1 • THE SOLUTION must have a mobile module that allows the segmented communication of information relative to the performance and fuel consumption details of each pilot. It shall be through IOS or Android compatible native applications

M


2.20.4.2 • Technological Policies and Standards: The Successful Offeror (Awardee) shall be obliged to observe Technological Standards imposed by the National Office of Information Technology (“ONTI” due to its acronym in Spanish) https://www.argentina.gob.ar/modernizacion/estandarestecnologicos and comply with the standards defined in the regulations of decree 87/2017 of the Ministry of Modernization and with the Prov. 02/2014 of the ONTI for the application of the Web Content Accessibility Guidelines (WCAG) 2.0 http://servicios.infoleg.gob.ar/infolegInternet/anexos/230000-234999/233667/norma.htm

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2.20.4.3 • THE SOLUTION must have sufficient levels of data access in order to manage segmented communications according to the confidentiality requirements to be determined

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2.21. IT TECHNICAL REQUIREMENTS

The different technical requirements that THE SOLUTION must provide are the following:

2.21.1. INTEGRATION THE SOLUTION must have the functionality to be able to integrate through an interface with the operational systems that are necessary to import the information required to analyze, evaluate and monitor initiatives relevant to fuel efficiency. The Successful Offeror (Awardee) must submit an architecture map that includes all or part of the integration into the following applications:

SISTEM Supplier DESCRIPTION

LIDO Lufthansa Flight planning

FDM Aerobytes Flight Data Recorder

ACARs Honeywell / SITA ACARS messages

Movement Manager SABRE Flight Schedules

BI MicroStrategy Business intelligence

SAP SAP Financial information

2.21.2. HOSTING

The Successful Offeror (Awardee) shall be in charge of the implementation in the hosting, always in coordination with the technical staff of THE COMPANY. THE SOLUTION must be prepared for a migration to a future hosting, without depending on the platform where it is hosted. THE COMPANY identifies the "Hybrid Cloud" as the best scenario to cover all the infrastructure needs of THE SOLUTION. If THE SOLUTION is also available in the Supplier's cloud, add all the information that is necessary in order to justify the benefits of this type of implementation and the guarantees it offers.


THE COMPANY agrees to provide information to the Successful Offeror (Awardee) on the existing computer technologies, the internal policies and places. If the Successful Offeror (Awardee) offers to use his/her own hosting, he/she must provide the corresponding details, including technical characteristics, price, form of payment and any additional information that he/she may consider relevant.

2.21.3. INFORMATION ON THE SOLUTION The Offeror must provide all the technical and functional information of the application as well as:

• Evolution and development plan of THE SOLUTION according to its version o Additional functionalities included in the core system o Functionalities in the development phase o Planned functionalities o Present functionalities that will be discontinued

2.21.4. TECHNICAL DOCUMENTATION

The Successful Offeror (Awardee) must provide details on the architecture of THE SOLUTION. The following list includes but is not limited to the details on the architecture of THE SOLUTION: • System architecture • Service-oriented integration • Data architecture • Security architecture • Channel access architecture • Web Services • Business process management capabilities (BPM) • Reliability and scalability

2.21.5. HARDWARE SPECIFICATIONS The Successful Offeror (Awardee) shall determine any specific Hardware requirement that he/she needs for the SOLUTION, including the requirements for the hosting of THE SOLUTION. In addition, the Successful Offeror (Awardee) must specify which computers are necessary so as to work with THE SOLUTION.

2.22. MANDATORY TRAINING AND IMPLEMENTATION REQUIREMENTS

The Successful Offeror (Awardee) must provide the corresponding training, materials and training resources for the key users that THE COMPANY determines.


Training and implementation must be performed in accordance with the proposed schedule included in the implementation terms of this RFP, which shall commence on the date of execution of the Agreement and/or Letter of Agreement between THE COMPANY and the Successful Offeror (Awardee).

2.23. STAGES OF THE PROJECT

The Successful Offeror (Awardee) must submit an implementation plan that ensures the go & live of THE SOLUTION no later than 8 weeks after the award. It must detail stages, estimated deadlines and resources that are planned and the level of expertise of each of them. The following is a model implementation plan provided by THE COMPANY:

The offeror may submit an alternative execution plan by aircraft type, which prioritizes a quick implementation and allows THE COMPANY to start capturing savings shortly after the award. Such plan must be validated and accepted by THE COMPANY. THE COMPANY must agree, through a user acceptance testing, with the functionalities required and detailed in Section 2.20 hereof "Technical characteristics of the solution".

2.24. SUCCESSFUL OFFEROR´S (AWARDEE) REFERENCE SHEET. STATEMENT.

The Offeror must provide evidence that he/she has provided and put into operation, computer solutions that include the software product to be adapted / parameterized in THE COMPANY with functionalities that are in accordance with those requested herein. For that purpose, Offerors are requested to provide commercial references issued by at least 2 (two) customers that are currently using THE SOLUTION, in which they must indicate the degree of satisfaction and provide the point of contact to make inquiries, should THE COMPANY want to contact them, in order to know about the Offeror´s background, as well as the implementation. If the Offeror is not the manufacturer or local subsidiary of the manufacturer of the product, he/she must submit sufficient documentation that proves that he/she has the authorization of the manufacturer to carry out the implementation of the software product to be provided as part of the integral SOLUTION and agrees to partner up with a local company for the purpose of providing the service.


2.25. AUDIT

The system must be able to be audited by THE COMPANY. It must include end-to-end data traceability, from import, transformation, processing and final results obtained from calculations made by the tool. The Successful Offeror (Awardee) must demonstrate how the results are determined, based on the data provided by THE COMPANY and answer the queries from THE COMPANY.

2.26. TECHNICAL PROPOSAL EVALUATION

Technical proposals that comply with the required documentation and technical requirements shall be evaluated by THE COMPANY staff that belongs to the Fuel Efficiency Program Office and the IT Department, and they shall be comparably preselected, giving priority to those that offer "standard" coverage in the product regarding the functionality that THE COMPANY needs. THE COMPANY may request live demonstrations of those proposals that comply with the minimum mandatory requirements (listed in Section 2.20 - TECHNICAL CHARACTERISTICS OF THE SOLUTION and Section 2.21 – IT TECHNICAL REQUIREMENTS), in order to check the degree of compliance with each of the specified minimum requirements, and any other important aspect. Out-of-standard characteristics of the product / system must be quoted separately and a document explaining the new developments must be attached. The proposal with the best combination of terms and costs shall be positively valued. Each stage must not exceed the maximum proportional term determined by THE COMPANY. NOTE: "Standard" means those functionalities that are part of the offered product and that can be configured to satisfy the needs of the client, in this case THE COMPANY. The Offeror must fill EXHIBIT I - QUOTATION SHEET in completely and submit it with the corresponding exhibits.

2.27. APPLICATION GUARANTEE

The guarantee includes the correction of all types of bugs, and any error that affects the normal operation of the SOLUTION. The product must have a minimum guarantee of 24 (twenty four) months, from the date of acceptance of the production start-up of THE SOLUTION. The service shall be performed according to the requirements established in this RFP. Any change and / or addition made to the logical processes, data structures, or any other module or phase of THE SOLUTION, must be reflected in the SOLUTION documentation.


3. EXHIBITS

3.1. EXHIBIT I - QUOTATION SHEET

Date: ……………………………………………………………….………………… Offeror´s Name: ………………………………………………………… Offeror’s Firm Name: …………………………………………………………..…………….. CUIT (TIN - Taxpayer Identification Number) No. : ………………………………………………………………………. The quotation sheet must be submitted as follows:

Component Price/Unit (U$D) Quantity Annual Total (U$D) 3-year Contract

Total

1. Annual license by aircraft type and registration number

B737-800 NG 31

B737-800 MAX 5

B737-700 8

E190 26

A330 10

A340 2

2. Implementation 1

3. Training 1

4. Annual maintenance

Contract TOTAL


3.2. EXHIBIT II – CONTRACTOR´S FORM

SUCCESSFUL OFFEROR´S (AWARDEE) BACKGROUND: COMPANY NAME::.......................................................................................................................................... SERVICES TO BE PERFORMED BY THE SUCCESSFUL OFFEROR AWARDEE):.................................................... PURCHASE ORDER: ……………………................................................................................................................... VALIDITY:...../...../.....-...../...../..... (PO´s starting and expiration date) LABOUR RISK INSURANCE (“ART”) BACKGROUND: LABOR RISK INSURANCE (“ART”) OF THE SUCCESSFUL OFFEROR (AWARDEE): ……………………..CONTRACT NO………………………………….. CONTRACT DATE ………………………………………..REFERRAL FOR TREATMENT - ADDRESS AND PHONE NUMBER: ………........................................................................................................... SUCCESSFUL OFFEROR´S (AWARDEE) HEAD OF HEALTH AND SAFETY: FIRST AND LAST NAME:……………..................................................................................................................... LICENSE NUMBER: ......................................................................................................................................... CONTACT TELEPHONE NUMBER: ……………………….......................................................................................... APPLICABLE LAW: • Occupational Health and Safety Act - 19587 (Ley Nacional de Higiene y Seguridad en el Trabajo (19.587), Decree 351/79 and its complementary regulations (Ley Nacional de Riesgos del Trabajo N° 24557, Decreto 170/96 y sus reglamentaciones complementarias). • Occupational Risks Act 24557, Decree 170/96 and its complementary regulations (Ley Nacional de Riesgos del Trabajo N° 24557, Decreto 170/96 y sus reglamentaciones complementarias). • Specific legislation for the construction industry: Decree 911/96, Res 231/96 SRT, Res. 51/97 SRT, Res. 35/98 SRT, Res. 319/99-SRT and its complementary regulations. ......................................................................................................... SUCCESSFUL OFFEROR´S (AWARDEE) REPRESENTATIVE SIGNATURE ......................................................................................................... [Name] NAME, SURNAME AND ID NO


3.3. EXHIBIT III: CONFLICT OF INTEREST AFFIDAVIT

PART I - Compliance with Executive Order 202/2017 (EXHIBIT I). CONFLICT OF INTEREST AFFIDAVIT- EXECUTIVE ORDER 202/2017

Affiant: Legal Person

Firm Name

CUIT/TIN(Taxpayer Identification Number)

Relationships to declare

Are there relationships with the officers named in Articles 1 and 2 of the Executive Order 202/17?

(Mark "X" in appropriate boxes)

YES NO

If there are relationships with more than one officer, or by more than one partner or shareholder, the information requested below must be repeated for each of the relationships to be declared.

The option chosen as to the non-declaration of relationships implies the express declaration of the nonexistence thereof, in the terms of Executive Order 202/17.

Relationship

Related Person

(Mark "X" in appropriate boxes and provide all requested information regarding the selected type of

relationship)

Legal Person (if the relationship to declare is direct from the Affiant)

No additional information is requested

Legal Representative

First and last names; CUIT (TIN - Taxpayer Identification Number)

Parent Company

Firm Name and CUIT (TIN - Taxpayer Identification Number)

Subsidiary Company


Companies with direct interest in the economic or financial results of the affiant



Director


Partner or shareholder with participation in the organizational decision-making


Partner or shareholder with more than 5% stake in a publicly traded company


Additional Information

With which of the following officers?


President

Vice-president

The Chief of the Ministerial Cabinet

Minister

Authority holding the rank of Minister of the National Executive Power

Authority with an inferior rank to a Minister with capacity to decide

(If you marked Minister, Authority holding the rank of Minister of the National Executive Power or

Authority with an inferior rank to a Minister with capacity to decide, please complete the following

fields)

First Names

Last Names

CUIT (TIN - Taxpayer Identification Number):

Title

Jurisdiction

Type of relationship

(Mark "X" in appropriate boxes and provide all requested information regarding the selected type of

relationship)

Partnership or Community Firm Name and CUIT (TIN - Taxpayer Identification


Number)

Relationships within the fourth degree of consanguinity and within the second degree of affinity

Specify the type of relationship

Pending litigation

Provide title of cause, case record, venue, jurisdiction, court and clerk's office.

Debtor

Determine the amount and causes of debt

Creditor

Determine the amount and causes of credit

Received important benefits from the officer

Specify the type of benefit and estimated amount

Additional Information

The non-declaration of relationships implies the express declaration of the nonexistence thereof, in the terms of Executive Order 202/17.

Affiant´s signature and name

Its Date and Place


PART II - Conflicts of Interest Statement and Acknowledgement of the Code of Ethics for Suppliers

a) Declaration of Conflict of Interest not covered by the Executive Order 202/2017

In addition to the cases covered by the Executive Order 202/2017, and in relation to employees of

Grupo Aerolíneas who work for the Supply Chain and Logistics Department (whatever their level), and /

or in another area with which they are negotiating or reviewing a contract:

Do you, as a Legal Person who makes a declaration, have a relationship with such employees that:

- affect or may affect the impartiality or independence in the commercial relationship with Grupo

Aerolíneas, or

- a third party can interpret that said impartiality or independence is being or could be affected?

Legal Person means: Legal representatives, directors, partners or shareholders of the suppliers with

participation in the organizational decision-making or that exercise a dominant influence and any

employee who is negotiating or reviewing a contract related to the provision of services or the provision

of goods to Grupo Aerolíneas.


NO

YES (If “Yes”, please provide the following information :)

Description of the Conflict of Interest

Name Title Workplace Company Relationship

I hereby declare that by filling this form out, I have answered in a comprehensive and truthful manner and without hiding data or relevant information that may correspond. Moreover, should there be any change in the circumstances herein stated, I undertake the obligation to immediately inform the Company in writing.

b) Acknowledgement of the Code of Ethics for Suppliers

I hereby declare that I have received, read and understood and agree to comply with the provisions of the Code of Ethics for Suppliers of Grupo Aerolíneas (also available in the Suppliers section of the Company´s website www.aerolineas.com.ar).

Affiant´s signature and name

Its Date and Place


3.4. EXHIBIT IV: CODE OF ETHICS FOR SUPPLIERS

Code of Ethics for Suppliers

Dear Suppliers, Grupo Aerolíneas is committed to complying with the highest standards of ethics, integrity and legality. These values are reflected in the Code of Ethics of the Company, the objective of which is to inspire and guide the actions of all employees in adherence to them. In order to reinforce and transmit this commitment to those who interact with Grupo Aerolíneas, the Company has developed this Code of Ethics for Suppliers. It regulates the minimum standards of conduct that adhere to said values and aims to guide its suppliers in the way they should act during the development of their commercial activity with Grupo Aerolíneas. Should any doubt arise as to the use of the guidelines included in this Code, we invite you to contact your assigned representative in the Supply Chain and Logistics Department of the Company. Grupo Aerolíneas


INDEX

1. The Company................................................................................................................................ 42

2. Scope ............................................................................................................................................ 42

3. Obligations ................................................................................................................................... 42

4. Non-compliance Report ............................................................................................................... 43

5. Ethical Guidelines ......................................................................................................................... 43

5.1 Compliance with Laws and Regulations ............................................................................... 43

5.2 Operational Safety................................................................................................................ 43

5.3 Prohibition of Fraudulent and Corruption Practices ............................................................ 44

5.4 Relationship with the Company ........................................................................................... 44

5.5 Conflict de Interest ............................................................................................................... 44

5.6 Gifts and Business Courtesies .............................................................................................. 44

5.7 Property and Technological Resources ................................................................................ 45

5.8 Confidential Information ...................................................................................................... 45

5.9 Information Security ............................................................................................................ 46

5.10 Reliability of Records ............................................................................................................ 46

5.11 Non-Discrimination and Non-Harassment ........................................................................... 46

5.12 Healthy and Safe Work Environment ................................................................................... 46

5.13 Customer Service.................................................................................................................. 47

5.14 Environment ......................................................................................................................... 47

6. Validity and Update ...................................................................................................................... 47


1. The Company

Mission To contribute to the connectivity of the inhabitants of Argentina within the country and with the world, offering a quality, safe and reliable service. To lead the growth of the Argentinian airline market through the consolidation of a federal network and an integral, transparent, efficient and economically sustainable management. Vision To be the company chosen as the best option to fly and work, leading the federal development of the Argentinian airline market with a highly professional management aimed at maximizing the value contribution to the Company and society. Values

Safety: Safety first.

Customer Service: We focus on the customers and their satisfaction.

Efficiency and Sustainability: We manage to maximize our value contribution to the Company and

society, aiming to achieve and maintain the economic sustainability of Grupo Aerolíneas.

Responsibility: We are responsible for the results.

Integrity and Transparency: We act with transparency following the highest standards of integrity

and legality.

2. Scope

This Code is applicable to all the Suppliers of Grupo Aerolíneas1 (hereinafter also referred to as the "Company"). "Supplier" means any employee, representative, director, proxy holder, partner, shareholder or subcontractor of the supplier related to the provision of services or goods to the Company.

3. Obligations

Suppliers must act in adherence to the guidelines included in this Code. In addition, they are expected to apply these guidelines in their supply chain. Transgressions of the Code shall not be tolerated by the Company and it could not be argued that the Code was breached due to ignorance or obedience to instructions received. The acknowledgement of and compliance with this document constitutes a fundamental factor for the Company when it comes to selecting, hiring, evaluating and retaining Suppliers. If facts or situations contrary to the Code of Ethics for Suppliers are verified, the Company shall apply the corresponding sanctions depending on the severity of the breach.

1 Aerolíneas Argentinas S.A., Austral Líneas Aéreas - Cielos del Sur S.A., Aerohandling S.A., Jet Paq S.A., OPTAR Operador Mayorista de Servicios Turísticos S.A. and any other company that in the future may integrate "Grupo Aerolíneas".


4. Non-compliance Report

If a situation contrary to the provisions of this Code is suspected or detected by the Supplier, it must be reported to the Ethics Line of Grupo Aerolíneas. It is a confidential channel, managed by an independent third party, available 24 hours a day, 365 days a year through the following contact channels:

Telephone:

o Argentina: 0800-999-4636 / 0800-122-7374

o Other countries: check available lines in www.resguarda.com/grupoaerolineas

Web: www.resguarda.com/grupoaerolineas

E-mail: [email protected]

The Internal Audit Department is the only one authorized and is obliged to investigate all potential acts contrary to the Code of Ethics for Suppliers. The reporting person should not attempt to personally conduct investigations or interviews related to reported situations. The Company will take measures to ensure the confidentiality of the information received and to protect all those who report in good faith. In this context, it encourages to report any attempt to restrict the right to report or expose any conduct contrary to this Code in order to take immediate measures against those who carry out such actions.

5. Ethical Guidelines

5.1 Compliance with Laws and Regulations

Suppliers must guarantee compliance with the applicable legislation in each country where they carry out their activities for Grupo Aerolíneas. Moreover, they must comply with the provisions of this Code and any applicable internal policy and procedure on the basis of commitment, honesty and loyalty to the Company. Any behavior contrary to the laws, the Code of Ethics for Suppliers and the internal regulations of the Company even when they are habitual and accepted in certain places, shall not be accepted. Suppliers must keep records evidencing that they have complied with all provisions regarding employer contributions, social security and medicare contributions, payments to the labor risk insurance companies and any legal authorization necessary to provide goods or render services. The Company may periodically request proof of payments or transactions and the validity of the aforementioned documents.

5.2 Operational Safety

Operational Safety is a strategic priority for Grupo Aerolíneas. In this context, the Company has developed internal policies and procedures to minimize the risk in operations and allow a safe development of the airline activity, as well as the compliance with the industry standards and the requirements of the enforcing authorities. If hazards, deficiencies or events that could put operational safety at risk are detected, they must be immediately reported by email to [email protected] (in the case of Aerolíneas Argentinas S.A.) or [email protected] (if it corresponds to Austral Líneas Aéreas - Cielos del Sur S.A.).


5.3 Prohibition of Fraudulent and Corruption Practices

Grupo Aerolíneas rejects and condemns all fraudulent acts or corrupt practices and, therefore, expects the same commitment from its Suppliers. As regards the development of their commercial activity with the Company, they must not promise,

offer, deliver, request and / or receive - whether directly or indirectly - any valuable asset 2in exchange for influencing a negotiation or decision, obtaining preferential treatment or an improper advantage, or the performance or omission of any act by a public officer and / or any private person or entity. Neither should they offer employees of Grupo Aerolíneas, nor their family members or friends, incentives of any kind in order to obtain or keep a business. Suppliers must not tolerate the misappropriation or misuse of the assets or resources of the Company, nor the improper handling and / or falsification of its information. Any irregularity that is detected or suspected in this context must be reported immediately, even if there is any doubt about the veracity of the facts.

5.4 Relationship with the Company

Suppliers must favor fair competition and avoid any type of cartelization or monopoly when conducting their businesses. Moreover, they must perform their tasks showing commitment to the assigned functions and responsibilities, complying with the required safety measures, working towards results and, if applicable, with a service-oriented attitude.

5.5 Conflict de Interest

Suppliers must not maintain financial or other relationships with employees of Grupo Aerolíneas that may give rise to a real or potential conflict with regard to the interests of the Company. A conflict of interest occurs when there is kinship, affinity or other type of relationship between an employee of Grupo Aerolíneas and a Supplier that may or might improperly influence on the operations with the Company. Kinship means any family relationship with an employee by consanguinity (blood relationship) or affinity to the fourth degree. Suppliers must inform the existence or nonexistence of such circumstances in writing through the forms provided by the Company for these purposes.

5.6 Gifts and Business Courtesies

Suppliers must not offer or give gifts or business courtesies3 whatsoever, including the free assignment of rights to use goods or services, to employees of Grupo Aerolíneas in the course or as a result of the performance of their duties and when they would not have been offered if the recipient had not held the position that he held, or when their purpose could reasonably be interpreted as that of obtaining or influencing on the conduct of the recipient of such gifts or business courtesies ("Improper Conduct").

2 Valuable asset: means cash and cash equivalents (e.g. discounts, gift cards, miles, etc.), meals, invitations, trips, entertainments, loans, tangible goods, services or any other type of advantage or benefit with economic value.

3 Gifts or Business Courtesies: any kind of gift, invitation to events, meals, entertainments, benefits or other

courtesy goods or services.


As an exception to this rule, Suppliers may offer or deliver gifts and business courtesies with insignificant

or symbolic economic value4 and as a sign of hospitality or courtesy, provided they are kept within the usual parameters for the industry, they are not frequent or expensive and they are not intended to incite Improper Conduct. Under no circumstances may it be cash or cash equivalents (such as vouchers or gift cards) or other items that could be easily converted into cash. Invitations to participate in business presentations, conferences, academic activities or technical courses, or other activities that involve costs, whether in charge of the person extending the invitation or not, must be expressly authorized by the Company. In particular, employees of the Supply Chain and Logistics Department, whatever their role, and those who work in other departments that are negotiating or reviewing a contract with a Supplier, are banned from accepting gifts or business courtesies from Suppliers regardless of the value thereof.

5.7 Property and Technological Resources

Suppliers that, in the fulfillment of their obligations, need to use property or technological resources of the Company must ensure that said property or resources shall be used properly by the persons and for the purposes expressly authorized. In addition, they must comply with the existing restrictions and agreements regarding the authorization to use them. For the purpose of this Code, "property" means both tangible property (facilities, vehicles, tools, furniture, office supplies, among others) and intangible property (brands, patents, designs, Internet domains and, in general, any intellectual property right or work protected by law that has been created, devised or produced by Grupo Aerolíneas). Moreover, technological resources of the Company such as servers, computers, software, Internet, Intranet, wireless networks, communication and storage devices, cell phones, emails, etc. must also be protected. Suppliers may only use the trademark, logo or any other type of intellectual property of the Company if they have been expressly authorized by Grupo Aerolíneas. The Company reserves the right to monitor the use of property and technological resources in accordance with the governing law of each country.

5.8 Confidential Information

Confidential information includes all nonpublic data, generated by or in the custody of the Company, the disclosure of which could cause damage to Grupo Aerolíneas. It includes, without limitation, business plans, negotiations in progress, contracts, patrimonial or financial information, personal data of employees, clients and / or suppliers, changes in key positions, relevant litigation or any information to which the Supplier could have access by means of its commercial relationship with the Company and that could affect the normal development of its activity. Should any doubt arise, all information must be presumed confidential. The obligation to keep information confidential continues even after finishing the commercial relationship with the Company for the time established by the governing law of each country.

4 Insignificant or symbolic economic value: when the value of the gift(s) or business courtesies received from the same source does not exceed, separately or jointly, USD 150 (one hundred and fifty US dollars) per year.


5.9 Information Security

Only duly authorized Suppliers, subject to the restrictions imposed by the governing legislation, shall have access to the internal information of the Company - whether it is in physical, magnetic, electronic, optical or any other means that serves such purposes - and may only be used for the purposes and during the periods specified in the authorization. Information security involves its protection against abuse and theft. In this context, the passwords to access the computer systems of the Company are essential, they must be protected and, under no circumstances, must they be shared or communicated to another person. When applicable, they must ensure that the Company's records reflect the transactions and operations carried out in a faithful, timely and complete manner. For the purpose of this Code, "records" means all information generated by or in the custody of Grupo Aerolíneas.

5.10 Reliability of Records

Suppliers must have records that reflect in a complete, accurate and timely manner, the transactions and operations linked to their relationship with the Company. In addition, they must ensure the availability of all documentation that supports such registrations. It is forbidden to falsify or manipulate any information or record related to the operations and transactions of the Company. Under no circumstances should they obstruct, delay, hinder or make it difficult in any manner whatsoever, for the Company to access the documentation. Failure to comply with these provisions shall be considered a serious fault.

5.11 Non-Discrimination and Non-Harassment

Grupo Aerolíneas adheres to the ethical principles of non-discrimination, respect and tolerance; and commits its best efforts so that those who interact with the Company are treated and treat each other fairly, respectfully and with dignity. In this context, the Company shall neither accept discrimination based on race, religious belief, political ideas, nationality, sex, sexual preferences, marital status, age, disability, illness or any other reason that threatens the dignity of a person, nor allow any damage to someone´s reputation through preconceptions, false testimony, unsubstantiated information or other means. Nor shall any type of harassment be tolerated. For the purpose of this Code, "harassment" means any action, practice or conduct considered inopportune, humiliating, denigrating, intimidating or hostile, which includes physical, written or spoken aggressions that may even constitute sexual harassment.

5.12 Healthy and Safe Work Environment

Suppliers must promote a safe and healthy work environment in order to avoid accidents and damages to the environment and health that may occur while performing work activities. In addition, they must offer fair labor practices, in compliance with the applicable law, including the prohibition of forced labor, child labor and, in general, any type of mistreatment. Grupo Aerolíneas keeps the environment free of tobacco, alcohol and / or drugs. In the same way, Suppliers are also expected to have the same behavior in compliance with their commercial obligations with the Company. If acts or situations that put health and safety measures established by the Company at risk are detected, they must be reported immediately through the channels stated in Article 4.


5.13 Customer Service

Passengers and customers of Grupo Aerolíneas must receive, at all times and in all places, the attention they require, as well as the best possible treatment from the representatives of the Company with whom they interact, whether they work for the Company or the Supplier. Suppliers that are responsible for providing service to passengers and customers must give courteous and efficient attention, offering clear, accurate and transparent information. Passengers and customers must get answers, even if they are negative, to their requests, but in an appropriate and respectful way, as soon as possible. It is strictly forbidden to carry out discrimination of any kind, mistreatment, theft or misappropriation of belongings of any of the passengers or customers.

5.14 Environment

Environmental protection plays an essential role in the Company's commitment to conduct business and it is requested that Suppliers have similar behavior. In this context, they must comply with environmental laws and regulations applicable to the tasks that Suppliers are accountable for and try to achieve an efficient use of available resources.

6. Validity and Update

This Code of Ethics for Suppliers was approved on July 26, 2018. The Company may review, amend and interpret its content, disseminating an eventual amendment, when it deems it appropriate.

OPEN COMPETITIVE BIDDING- RFP No SA1918 TERMS AND...

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