REQUEST FOR PROPOSALS For International Medical Air Transport Service

Transcription

1 REQUEST FOR PROPOSALS For International Medical Air Transport Service RFP # no: 35 / Services/HAAD/PT/2012 Bid issue date: September 16, 2012 Deadline for submission of proposals: October 17, 2012 Closing time: 02:00 pm 1 / 35

2 INDEX Contents of The Request for Proposal The complete Bidding documents shall include the following: Section A: Instructions to Bidders Section B: Terms of Reference (Technical requirements/ Scope of Work) Section C: Draft Agreement & Conditions Annexes: Annex I :Evaluation factors and scores Annex II :Financial Template 2 / 35

3 Definitions and Abbreviations: The terms used herein this RFP and the subsequent Agreement shall have the following meanings: Bidder Transporting company Contracting Authority/HAAD IPC Days Government N/A RFP Services ToR Key Person Key Experts A legal entity entitled to submit a proposal in response to this bid The awarded bidder selected to perform the Services specified in this RFP Health Authority Abu Dhabi International Patient Care Calendar days Government of Abu Dhabi Not Applicable Request for Proposal Such services as contemplated under the terms of this RFP, namely the transportation of patients and (where applicable) relatives and/or guardians both from Abroad to United Arab Emirate and from United Arab Emirate to Abroad, as described in Section B, Article 3 Terms of Reference First bidder contact for HAAD, able to make day-to-day decisions where applicable; in case of need to change Key Bidder Contact, a new appointee must be approved by HAAD Clinicians (doctors, paramedcs and nurses) with appropriate training and experience in the field of medical evaluation and patient transportation; case coordinators; and logistics managers. Key Team Key members of the awardee Team, including Chief Executive Officer, Chief Medical Officer, Chief Operations Officer and Chief Information Officer Insurance Good Industry Practice Key insurances required to provide such Services as those contemplated by this RFP, including medico-legal liability insurance Such standards, processes and practices as considered good practice for the delivery of services comparable with international benchmarks, and (as per the international standards for patients transport) compliant with the relevant standards in USA, UK and Germany 3 / 35

4 Section A Instructions to Bidders Bidder is requested to read the bidding documents carefully to be able to submit a responsive proposal. In submitting the proposal, bidder must respect all instructions, forms, Terms of reference, Agreement provisions and specifications contained in this bidding document.. Article 1 - Deadlines Deadline for requesting clarifications from the HAAD October 07, 2012 Last date for issuing clarifications by the HAAD October 09, 2012 Deadline for submission of proposals October 17, 2012 Public Bid opening of technical proposals to all participated Bidders in the Tender Terms for attending the Public Bid opening Session: The bidder s representative who wishes to attend the Public Bid opening should hold authorization letter stating his ID no. (Passport no.) Signed and stamped by the authorized person in his Company. Article 2 - Packing and Labeling of Proposals 4 / 35 October 18, 2012 Date,2012 Time: 10:00 am Venue: Meeting room 2nd floor HAAD building (address stated in Article 3/Section A) Each submitted proposal must comprise a Technical offer and a Financial offer, each of which must be submitted separately (see clause 03). Each Technical offer and financial offer must contain one original, clearly marked "Original", and 2 copies, each marked "Copy". Failure to respect the requirements in clauses 03 and 04 will constitute a formal error and will result in the rejection of the proposal. Article 3 - Submission of Proposals Proposals must be submitted either by recorded delivery (official postal service) or hand delivery directly to the HAAD in return for a signed and dated receipt to the following address: To: Mr. Sultan Al Marzouqi Section Head, Procurement Procurement & General Services- Section Health Authority Abu Dhabi Airport Road behind Al Futtaim Motors Agency P.O. Box nd floor Note: Proposals submitted by any other means (i.e, fax or ) will be rejected. Any deviation from these instructions (e.g., unsealed envelopes or references to price in the technical offer) is to be considered a breach of the rules, and will lead to rejection of the proposal. The outer envelope should carry the following information: a) The address for submission of proposal indicated above;

5 b) The reference code of the bid to which the bidder is responding (#:35/S/HAAD/PT/2012) c) The name of the bidder. The pages of the Technical and Financial offers should be numbered. Article 4 - Proposal Contents 4.1 Technical offer The Technical offer must include the following documents: Document Title Table of Contents, including page numbers. Full contact details of the key person in the company in case of any clarification requirements *Letter of Submission on Contractor s letterhead signed and stamped by the person in charge or the Contractor s authorized representative acknowledging the Contractor s agreement to the terms and conditions of this RFP and certifying that all information offered in the submitted proposal are true, accurate, and complete. Company s profile *An executive summary, demonstrating the bidder s understanding of the project s requirements, his approach to deliver the RfP requirements achieving best level of high service and satisfactory performance. The Summary should include the following description of approach to: o Monitoring patient satisfaction, e.g., using random surveys and monitoring complaints, and approach to driving continuous improvement in services o Ensuring (where appropriate) relatives and friends can track the patient s progress, e.g., call centre, website o Managing the relationship with HAAD International Patient Care ( IPC ) to enable IPC to track the patient s progress o Ensuring appropriate level of comfort for patients during the end-to-end service o Offering appropriate level of choice, e.g., selection of airline. Case Study example: showing the following: o Detailed flow chart describing end-to-end patient management for the following clinical cases: o 30 year-old UAE National man in coma with no respirations following road accident whilst on holiday in London South Africa; to be transported to Madinat Zayed Hospital in Abu Dhabi s Western Region o 70 year-old UAE woman with new fractured neck of femur and pre-existing angina and congestive heart failure traveling alone; to be transported from Munich, Berlin, Germany to Abu Dhabi City 5 year-old UAE National child with acute lymphoblastic leukaemia and some residual respiratory distress following viral chest infection (accompanied by both parents); to be transported from Al Ain in Abu Dhabi s Eastern Region to Presbytarian Hospital in New York City, USA. 5 / 35 Check List Y/N

6 Copy of the company s applied policy for patients air transportation Project Plan: The Bidder should provide a reasonable and comprehensive project plan including the milestones for delivering the project activities (supply, installation, operation of items, etc.). Audited Financial Statements for the past one year. Copy of valid trade license/ Legal registration documents/agency registration in UAE. Business references the overall services experience of the vendor, including customer references for services delivery of a similar nature and volume in the UAE that verify that the bidder has a satisfactory performance record and demonstrate that the bidder has the capability of meeting the project requirements. The references should specify the bidder s relevant contribution to each listed project. References can only be considered if the bidder clearly lists a point of contact in the client organization for that project (name, address, telephone number, etc.). Soft copy of the Technical proposal ONLY (with No reference to commercial offer). *Unconditional bid Bond Detailed CVs for current/proposed: o Key Contact o Key Team o Three named current clinicians available to accompany patients requiring ongoing clinical assistance during transportation, including at least one nurse and one doctor (current medical licenses and/or equivalent documentation should also be provided) Brief description of aircraft operating model: o Details of any aircraft operated directly by company, including number by type, and aircraft passenger capacity by type o Overview of subcontract with specific named third-parties Audited Financial Statements for the past 3 years Copy of valid trade license Business references for at least three (3) projects of similar nature each providing: o Comment from referees on the bidder s performance record o Contact details (name, address, telephone number) for such references. Bidders should note that all references will be taken-up for successful bidder(s) Bidders should summit a certificate of commitment stating that employed medical staff are holding and will maintain holding licensure to practice their health profession at all times in the country they are registered to do so. * Note: After the bid opening and in case bidder did not submit the required documents stated above, the proposal will be administratively rejected without further consideration or clarification for review. 6 / 35

7 4.2 Financial offer The Financial offer must be presented as an amount in U.A.E currency (AED), inclusive of all applicable tariffs and /or taxes. The bidder shall provide his price proposal indicating the fixed price per person and up to three persons per trip from/to UAE to the main mentioned destinations (See article 3 /Section B) including the aircraft operation cost, medical team costs, medications and disposables and any ground transportation cost. For any other destination that is required by HAAD and not mentioned in the list of Countries stated in Article 3/ Section B, the cost of the flying hour should be used. Notes to bidders in preparing the financial offer: 1- The Bidder should quote his prices clearly stating the total amount not to exceed basis for providing the required services as per the RFP showing a breakdown of the fee structure 2- It is bidder s responsibility to examine and consider all the RfP requirements while preparing the financial proposals for this tender. Article 5 - Bid Bond The bidder must submit a bid bond of amount of One Million Dirham in the technical offer. The bond shall be unconditional, valid for 120 days starting from the closing date of proposal submission and addressed to the Health Authority Abu Dhabi. Priority for issuing the Bid bonds should be from Abu-Dhabi Banks. The bid bond will be returned back to bidders after the completion of the evaluation and awarding processes are completed. Article 6 - RFP Terms and Conditions Failure to accept the terms and conditions of the RFP at the time of award may result in HAAD giving the award to the next bidder. Article 7 - Performance Bond The Vendor will be required to secure a performance bond in an amount equal to 10% of the Annual Contract budget and to be in effect for the duration of the performance period. The performance bond may be used to satisfy penalties for lack of delivery and/or loss incurred in the event of the Vendor s failure to deliver or perform according to the requirements of this RFP and the purchase order. The performance bond may be liquidated by HAAD for reasons including without limitation in case of lack of performance; when 10% delay penalty imposed on the Vendor; if the Vendor found to be corrupt or committed fraud; and if the Vendor subcontracts or assigns the contract without HAAD prior written approval. Only for the government owned companies with 51% of its share capital, performance bond will be cancelled. Article 8 - Validity of Proposal Proposals must remain valid and open for the acceptance of HAAD for 120 days from the RFP closing date. Proposals specifying a shorter acceptance period will be considered a nonresponsive proposal. Article 9 - Incomplete and Late Offers: Incomplete and late proposals will not be accepted. It is the bidder s responsibility to ensure that the proposal is submitted complete, on time and in accordance with the RFP terms and conditions. Late proposals shall be returned back unopened. Article 10 - Inquiries Bidders may submit questions in writing either through fax or to the following address before the date specified above and before the deadline for submission of proposals. 7 / 35

8 Contact name: Ms. Dina Mohsen, Procurement Officer Address : Health Authority Abu Dhabi Fax no.:: dkhaled@haad.ae Any clarification to be issued by the contracting Authority will be communicated in writing to all the bidders at the date specified above before the deadline for submission of proposals. No further clarifications will be given after this date. Any prospective bidders seeking to arrange individual meetings with the contracting Authority concerning this Agreement during the bidding period may be excluded from the bidding procedure. Article 11 - Alteration of Proposals Bidders may alter their proposals by written notification prior to the deadline for submission of proposals stated in this RFP. No proposals may be altered after this deadline. Article 12 - Eligible Bidder Bidders considered eligible to submit proposals are defined as the entity /organization that is legally registered to do business and can provide a valid certificate of legal registration/ trade registration license. Article 13 - Costs for preparing proposals Under no circumstances will HAAD be liable for any costs incurred in connection to the preparation and submission of proposals even if the Contracting Authority decide to reject all the proposals or cancel the bid. Article 14 - Clarification During the evaluation process, HAAD may request additional information from bidders if it is necessary for further clarifications in regards to the submitted proposal. Article 15 - Evaluation of proposals Evaluation process aims to select the responsible bidder whose proposal is technically superior at reasonable price. The weight of the technical factors = 80 % The weight of the price = 20 % Only proposals with average scores of at least 80 points in the test set out at Annex I qualify for the financial evaluation Evaluation of Technical offers The quality of each technical offer will be evaluated in accordance with the evaluation factors specified in Annex I of this bidding document. No other award criteria will be used. The award criteria will be examined in accordance with the requirements indicated in the Terms of Reference Evaluation of financial offers Upon completion of the technical evaluation, the financial offers of those bidders who passed the technical evaluation stage will be opened. Article 16 - Amendments During the proposal submission period, if the Contracting Authority decides to modify/ change any requirement/s of the RFP, [the modification/s shall be released through the issuance of an 8 / 35

9 amendment to the RFP.] Any amendment will be issued in writing and will be sent to all bidders. Article 17 - Confidentiality The entire evaluation procedure is confidential and all proposals are for official use only and may be communicated neither to the bidders nor to any party other than the Contracting Authority. Article 18 - Ownership of Proposals The Contracting Authority retains ownership of all proposals received under this bidding procedure. Consequently, bidders have no right to have their proposals returned to them. Article 19 - Bid Cancellation HAAD has the right at any stage in the bidding process to cancel the whole bid without the need to give a justified reason to any of the bidders. Bidders will be notified in writing of the cancellation by the Contracting Authority. Article 20 - Awarding As the required service under this tender is extremely critical and crucial to be executed on time, the Authority may decide to award the subject tender to more than one bidder depending on the prices and the quality of the proposals submitted in respond to this tender. Article 21 - Signature of the Agreement(s) The successful bidder will be notified in writing of the Award. An award notification is not a contract and can be withdrawn at any time before signature of a definitive contract. The successful bidder will be required to sign the standard terms and conditions of contract as advised by the Authority. 9 / 35

10 Article 1 - Section B Terms of Reference General background and HAAD objectives The Health Authority Abu Dhabi (HAAD) is a local governmental entity established by especial a Decree (01/2007); the main function(s) of HAAD is to regulate the Healthcare Sector within the Emirate of Abu Dhabi, both Public and Private, through Policies, Laws, Regulations, Inspections and Audits. The corporate office of HAAD is located in the capital of UAE, Abu Dhabi. HAAD provides medical treatment to UAE nationals in private hospital within the UAE and in well known medical establishments outside the country. Many of these patients cannot travel on commercial airlines because of their medical conditions. During 2011, 113 cases were transported by air ambulance aircrafts to different international destinations. Article Purpose of the RFP PURPOSES & EXPECTED RESULTS HAAD is seeking to Agreement with a specialized company to provide specialized Aero- Medical Patients Transfer Services that will deliver exceptional standards of patient care focused on local expectations and best international aero-medical practice. 2.2 Results to be achieved by the end of the project The Transporting Company shall transfer the patients to their international treating facilities using professional staff and medically equipped aircraft in a safe and professional manner. The referral of the patients and the missions will be requested through IPC. Article 3 - SCOPE OF WORK The transporting company shall be responsible to provide the following services continuously during the Contractual/ implementation period: day per year fit-for-purpose transportation for patients and their relatives and/or other accompanying persons and emergency after-hour s access 2. International case coordination and 24 hour call center 3. Bed to bed transfer of patients (including ground ambulance transfers in U.A.E. and abroad) 4. Written Medical Evaluation of patient within 12 hours from the notification by IPC 5. Fit-for-purpose clinical supervision from bed-to-bed in light of clinical need and in line with international industry good practice, including those required for critically ill, respirator-dependent patients 6. Transportable medical equipment, accessories and medications for in-flight patient care 7. Confirmation of the flight schedule within 24 hours from the notification of the patient hospital appointment. 8. Capabilities of transferring and managing critically ill patients. 10 / 35

11 9. If the patient is found to be transferable by commercial flight, the service provider should provide medical escort team and required medical equipment, in light of clinical need and in line with international industry good practice. 10. Any Airline medical clearance, as may be requested by the Authorities 11. Transferring (where applicable) the patient and 1-2 family escorts with their personal luggage 12. In case of the unavailability of the provider s own aircraft, the provider should provide a similar aircraft from a third party with the same price 13. The bidder should be capable of providing fit-for-purpose Services for patients in accordance with Good Industry Practice to the following main destinations with minimal time and minimal technical stops: i. London, UK ii. Munich, Germany iii. Hanover, Germany iv. Paris, France v. Singapore vi. Bangkok, Thailand vii. Geneva, Switzerland viii. Zurich, Switzerland ix. Baltimore, Maryland x. Cleveland, Ohio xi. Houston, Texas xii. Rochester, Minnesota xiii. Chicago, Illinois xiv. Washington DC xv. Dusseldorf xvi. Stuttgart xvii. Seoul, N. Korea 14. Summary activity and cost reports will be required by HAAD International Patient Care on a monthly basis; such reports will include case by case the specification of Service provided, and associated costs in accordance with HAAD requirements Article 4 - Project Management 4.1 Responsible body The International Patient Care (IPC) followed to HAAD shall be responsible for following up/ monitoring the transporting company performance during the implementation period. The requests for transferring the patients shall be sent to the transporting company through the IPC. 11 / 35

12 Article 5 - Term and termination The period of execution of the whole project will be a maximum 24 months starting from the commencement date. Bidders should submit a time schedule for the project implementation period; time of response, the challenges that may face the transporting company and the possible solutions to face it. Article 6 - Requirements 6.1 Personnel /Key Experts Key Experts must be available for the provision of the Services as described herein for the duration of the term. 6.2 Equipment / Facilities The Service Provider may use their own fleet airplanes, medical equipment and supply of disposables, or subcontract such equipment and services as may be required for the effective delivery of services in accordance with Good Industry Practice. The Responsible Authority will not be materially disadvantaged as a result of any subcontractor arrangements from the appointed Service Provider, specifically in relation to liabilities. Article 7 - Deliverables Execution of the required aero-medical evacuation mission in a timely and professional manner will be monitored by the International Patent Care Management. The transporting company shall be responsible for submitting a detailed report after the completion of each patient transfer mission and a summary cost-activity report on a monthly basis. 12 / 35

13 Section C Draft Agreement and Conditions This Air Medical Transportation Service Agreement ("Agreement") is made this 22 day of February BETWEEN 1 The HEALTH AUTHORITY OF ABU DHABI, a local governmental entity established by a special Decree (01/2007) ("HAAD"); and and having its registered office at , United Arab Emirates ("Transporting Company") (Individually a Party and collectively the Parties ). NOW THERFORE, it is hereby agreed as follows: Article 1 - Contract Documents 1.1 This Agreement, including all of its Schedules and the following named documents, incorporated in this Agreement by reference, constitute the entire agreement between the Parties: (a) HAAD's Request for Proposals for International Medical Air Transport Service dated ( RFP ) (b) Transporting Company s bid dated ("Bid") 1.2 The Schedules to this Agreement are the following: (a) Schedule A: Description of Air Medical Transportation Services; (b) Schedule B: Payment; (c) Schedule C: General Conditions; (d) Schedule D: Personnel and Staffing Plan; (e) Schedule E: Aircraft and Equipment; and (f) Schedule F: Countries in which Services to be provided. 1.3 In the event of any conflict or inconsistencies between or among any of the documents comprising this Agreement, then the following order of priority shall apply: (a) First, this Agreement and Schedule C; (b) Secondly, the remaining Schedules to this Agreement; (c) Thirdly, the RFP; and (d) Lastly, the Bid. 13 / 35

14 Article 2 - Definitions 2.1 In this Agreement unless the context otherwise requires, the following expressions shall have the following meanings: "Aircraft" means the aircraft described in Schedule E to be utilized for the provision of the Services, or any sub-charter thereof; Applicable Legislation means the provisions of any international and national legislation or subordinate rules or regulations, standards and recommended practices with which the Transporting Company may be required to comply pertaining to the Aircraft, its Personnel, its operation or maintenance including, without limitation, the rules or regulations of the Aviation Authority and Commercial Transactions Law; Aviation Authority means the GCAA or any government entity which under Applicable Legislation from time to time has control over civil aviation or the registration, airworthiness or operation of aircraft in the UAE; Business Day means a day (other than a Friday) on which banks are generally open in Abu Dhabi, UAE for normal business; "Charter" means that the Transporting Company provides the Aircraft, equipped with necessary Personnel for the non-exclusive use of HAAD for the Term ; Commencement Date means the date of this Agreement; "Commercial Transactions Law" means Commercial Transactions Law (UAE Federal Law No. 8, Law 18 of 1993); Disclosures means any information disclosed by one Party to the other under this Agreement including without limitation relating to: (i) this Agreement; (ii) the RFP; (iii) any Charter; and (iv) any patient or other person traveling on a Charter; Fees means the sums due by HAAD to the Transporting Company in consideration of the provision of the Services as provided for in clause 4.1; GCAA means the General Civil Aviation Authority of the UAE; IPC means the International Patient Care division of HAAD; Personnel means the flight crew, medical staff, and other personnel which the Transporting Company uses to carry out the Services the first of which are specified in the Personnel and Staffing Plan Schedule D; Services means the air medical transportation services to be provided by the Transporting Company under this Agreement as specified in Schedule A; "Term means that period ending twenty four (24) months from the Commencement Date or any earlier termination date as provided herein; 14 / 35

15 UAE means the United Arab Emirates; and "Warsaw Convention" means the Convention for the unification of Certain Rules relating to International Carriage by Air, signed at Warsaw, Poland, on October 12, 1929, as amended by the Hague Protocol of 1955 (at the Warsaw Convention). Article 3 - Term and Commencement Date: 3.1 This Agreement shall commence on the Commencement Date and expire at the end of the Term. Article 4 - Price, Payment and Reporting 4.1 In consideration of the complete and satisfactory provision by the Transporting Company of all of the Services during the Term pursuant to this Agreement, HAAD shall pay the Transporting Company the sums, in the manner and at the times, provided for in Schedule B and this Clause HAAD shall make payments to the Transporting Company under this Agreement within forty-five (45) days after HAAD's receipt of the Transporting Company's invoice and certification by the authorized HAAD official that the Services for the previous month have been satisfactorily performed. The Transporting Company shall submit a monthly detailed invoice quoting the RFP number and specifying all the Charters that have been made in the previous month. 4.3 The Transporting Company shall provide summary activity and invoices to IPC on a monthly basis. Such reports will quote the RFP number and include details of all Services, Charters provided in the previous month and such other information as IPC may reasonably request from time to time. Such reports shall be submitted with any invoice submitted under clause 4.2. Article 5 - Services 5.1 The Transporting Company recognizes that HAAD requires the Services to be performed in connection with HAAD s responsibility to provide high quality health care for the citizens and residents of the Emirate of Abu Dhabi. Such responsibilities include from time to time the transport of patients to hospitals outside Abu Dhabi and the UAE. 5.2 The Transporting Company agrees to provide the Services, on a non-exclusive basis to HAAD, as more specifically described in this Agreement and Schedule A of this Agreement, the RFP and the Transporting Company's Bid. In particular, the Transporting Company shall, subject to the terms and conditions of this Agreement, provide to HAAD the Aircraft, fit for the purpose for which they are required and properly equipped and maintained, and Personnel. The Transporting Company shall perform the Services under this Agreement in good faith and in compliance with the terms and conditions of this Agreement, and shall abide by all reasonable instructions of HAAD. 5.3 The Transporting Company shall retain operational responsibility for the Services under this Agreement and shall ensure that the Services will be performed strictly in accordance with Applicable Legislation. In particular, the Transporting Company shall: (a) Maintain the Aircraft in a fully safe and operative condition, and completely airworthy for the Term of this Agreement, in accordance with Applicable Legislation, in particular, Annex 8 to the Convention on International Civil Aviation and the rules and regulations of the Aviation Authority; and 15 / 35

16 (b) Safely operate the Aircraft at all times in compliance with Applicable Legislation and in particular, Annex 6 to the Convention on International Civil Aviation. 5.4 The Transporting Company shall ensure that it has obtained all necessary certifications and authorizations by appropriate governmental authorities to perform the Services required under this Agreement, and shall maintain such certifications and authorizations current and in good standing for the Term of this Agreement, and will avoid any actions which may lead to the cancellation of such certifications and authorizations. In addition, the Transporting Company shall ensure that the Services under this Agreement do not violate the terms and conditions of any lease agreement, mortgage or other relevant agreement to which the Transporting Company is a party. Article 6 - Legal Status and liability of Transporting Company 6.1 The Transporting Company acknowledges that it is an independent contractor, and shall remain in control of the Aircraft and shall be responsible for navigation, operation and maintenance of the Aircraft, and that the Personnel shall at all times remain the, employees, servants or agents of the Transporting Company. HAAD, via IPC shall have the right to provide reasonable instructions to the Transporting Company and shall provide to the Transporting Company the schedule of flights, as required with sufficient advance notice. However, the pilot in command shall retain the right to make decisions as to the cancellation, delay or diversion of any flight in light of weather and other conditions, for the safety of the Aircraft, its Personnel and persons onboard. 6.2 In respect of the carriage of passengers under this Agreement, the Transporting Company agrees that HAAD acts only as an agent of the passengers, who shall be regarded as having a direct contractual relationship with the Transporting Company, as principal, for the purposes of any claims by the passengers against the Transporting Company or by the Transporting Company against the passengers. 6.3 The Transporting Company warrants it will not and will take steps to ensure that it does not undertake any carriage as a common carrier or accept the obligations of a common carrier. The Transporting Company shall ensure that it does not accept any liability (including without limitation consequential loss) whether for death to, or injury or delay of, passengers or loss of, damage to, or delay of, baggage or cargo howsoever arising, and whether occasioned by Transporting Company, its employees, servants or agents any such liability being hereby excluded, insofar as permitted under applicable law including without limitation section 359 of the Commercial Transactions Law. Charters shall be subject to the rules and limitation relating to liability and to all other provisions established by the Warsaw Convention or by the Warsaw Convention as amended from time to time and/or by any other treaty or convention applicable to such carriage insofar as such carriage is international carriage as therein defined. Carriage which is not so governed shall be subject to all applicable laws which extend provisions of the Warsaw Convention to such carriage or which otherwise limit the Transporting Company's liability. Article 7 - Certifications, Licenses and Manuals 7.1 The Aircraft provided by the Transporting Company under this Agreement shall carry a valid certificate of registration issued by the appropriate air authority of the country of registration of the Aircraft showing, the nationality or common mark and registration mark, the manufacturer, the serial number and the owner of the Aircraft. The certificates 16 / 35

17 of registration shall be issued under Applicable Legislation, in particular Annex 7 to the Convention on International Civil Aviation. 7.2 The Aircraft provided by the Transporting Company shall also carry a valid certificate of airworthiness issued by or rendered valid by the appropriate air authority of the country of registration of the Aircraft showing that the Aircraft complies with all appropriate airworthiness requirements. The certificates of airworthiness shall be issued or rendered valid under Applicable Legislation, in particular Annex 8 to the Convention on International Civil Aviation. 7.3 The Transporting Company shall possess and maintain a valid air operator certificate or equivalent document issued by the appropriate governmental authority authorizing the Transporting Company to conduct air transport operations in the country and appropriate authorization to operate outside the country, in particular in the country or countries specified in Schedule F, for which one or more Charters are intended and endorsed for the type and/or class of Aircraft he air operator certificate or equivalent document shall be issued under Applicable Legislation, in particular Annex 6 to the Convention on International Civil Aviation. 7.4 All flight crew, maintenance and related Personnel for the Aircraft shall possess valid certificates of competency and licenses issued or rendered valid by the licensing authority of the country of registration of the Aircraft under Applicable Legislation, in particular Annex 1 to the Convention on International Civil Aviation. 7.5 All medical staff for the Aircraft shall possess valid medical qualifications and licenses issued or rendered valid by an internationally recognized medical board of registration or licensing authority acceptable to HAAD and all medical services in respect of patients traveling on Charters shall be carried out in accordance with clinical need and in accordance with international standards of good practice. 7.6 The Transporting Company shall possess an operations manual, for the use and guidance of its operations Personnel, containing instructions, checklists and other information relating to the operations of the Aircraft, in accordance with Applicable Legislation, in particular, Annex 6 to the Convention on International Civil Aviation. 7.7 The Transporting Company shall also possess a maintenance manual, for the use and guidance of its maintenance personnel, setting forth, procedures, frequency and methods for servicing and maintenance of the Aircraft, in accordance with Applicable Legislation and in particular, Annex 6 to the Convention on International Civil Aviation. 7.8 The Transporting Company shall submit to HAAD copies of the certificates mentioned in clauses 7.1 to 7.3 and 7.5, of this Agreement. Upon request by HAAD, the Transporting Company shall submit to HAAD copies of the certificates and licenses mentioned in Clause 7.4, of this Agreement. HAAD shall have the right to inspect the manuals mentioned in Clauses 7.6 to 7.7 of this Agreement. Article 8 - Aircraft and Crew and other Personnel 8.1 The Aircraft shall be properly equipped for the provision of the Services and each Charter. In particular the Aircraft shall be equipped with the Equipment specified in Schedule E. 8.2 The Personnel shall be medically fit and possess the necessary training, know-how, skill and experience to perform the duties attributed to them under this Agreement and shall be appropriately and uniformly attired at all times while on duty. In addition, the light crew 17 / 35

18 shall contain at least one pilot who is fluent in technical aviation English or in the Arabic language. 8.3 The Transporting Company shall provide the Personnel to assist in the performance of the Services under this Agreement. The Transporting Company shall provide HAAD with a list of updated newly hired staff on duty. 8.4 Without limitation of clause 12.3, HAAD may at anytime require the Transporting Company to provide as a replacement for any existing medical related Personnel, a replacement person with qualifications and experience acceptable to HAAD. The Transporting Company shall provide to HAAD within two weeks the names and curricula vitae (to include details of all qualifications) of any proposed substitute. The fees for the Services as set out in the Payment Schedule B will not be changed due to the replacement of the Transporting Company s Personnel, other staff and contractors required by HAAD. Article 9 - Insurance 9.1 HAAD and the Transporting Company acknowledge and agree as follows: (a) The Transporting Company represents and warrants that any and all Aircraft provided under this Agreement are fully airworthy, safe and certified for the air transportation of passengers, cargo or a combination of passengers and cargo in the designated area(s) of operation under this Agreement and otherwise comply with Applicable Legislation. (b) The Transporting Company shall, at its sole cost and expense and except as provided below, indemnify, hold and save harmless, and defend HAAD, its officials, agents, servants and employees from and against all suits, proceedings, claims, demands, losses and liability of any nature or kind, including, but not limited to, all litigation costs, attorneys fees, settlement payments, damages, and all other related costs and expenses ( Losses ), based on, arising out of, related to, or in connection with any acts or omissions of the Transporting Company, or any Personnel, employees, agents, servants, officials, sub-contractors, or representatives of the Transporting Company in the performance of any Services as well as any liability whatsoever arising out of, or related to, the ownership or operation of Aircraft including a Charter under this Agreement and the provision of any Aircraft that may have been rendered unsafe for any reason, including, but not limited to, defects in manufacture, or otherwise arising out of, or related to, the operation or maintenance of the Aircraft, or any certification or lack thereof, or arising out of, or related to, the breach of any warranty or representation set forth in this Agreement, annexed hereto or incorporated by reference. This provision shall, except as provided below, extend to Losses in the nature of worker compensation, products liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Transporting Company, or any Personnel, employees, agents, servants, officials, sub-contractors, or representatives of HAAD. The indemnification obligation of the Transporting Company shall not extend to Losses are attributable to the negligence, fraud or willful misconduct of HAAD or any of its officials, agents, servants and employees The obligations under this Clause 9.1 do not lapse upon termination of this Agreement. (c) HAAD shall promptly advise the Transporting Company about any such suits, proceedings, claims, demands, losses or liability after receiving any notice thereof, and shall reasonably cooperate with the Transporting Company, at the Transporting Company s sole cost and expense, in the defense or settlement thereof. The 18 / 35

19 Transporting Company shall have sole control of the defense of any such suit, proceeding, claim or demand and of all negotiations in connection with the settlement or compromise thereof, except with respect to the assertion or defense of the privileges and immunities of HAAD or any matter relating thereto. HAAD shall have the right to be represented in any suit or proceeding, at its own expense, by independent counsel of HAAD s own choosing. 9.2 Prior to the commencement of any Services under this Agreement, the Transporting Company shall obtain, and shall provide and maintain, for the entire duration of this Agreement and from an insurance company acceptable to HAAD, comprehensive insurance coverage to cover all of the Transporting Company s liability under this Agreement. Except as otherwise expressly provided in this Agreement, such insurance shall, at a minimum, consist of: (a) Comprehensive third-party liability insurance, including passenger legal liability, to cover all persons and medical equipment authorized by HAAD to be transported on the Aircraft, and protecting HAAD and the Transporting Company against claims for bodily injury or death and property damage up to a combined minimum of AED 200 million per occurrence; and (b) Worker s compensation insurance. 9.3 It is agreed and understood by the Parties that the obligation of the Transporting Company to obtain and maintain insurance policies required in accordance with this Agreement is an essential term of this Agreement and that HAAD relies on the Transporting Company to perform such obligation. The Parties further acknowledge and agree that the failure of HAAD to require strict compliance with all the terms and conditions regarding insurance, as set forth, and as evidenced by any certificates of insurance, copies of insurance policies, or otherwise, shall not constitute a waiver or amendment of any of the terms, conditions and requirements of this Agreement regarding the provision of insurance coverage by the Transporting Company. 9.4 The insurance policies in respect of third party legal liability required in accordance with this Agreement shall: (a) Name HAAD as additional insured; (b) Include a waiver of subrogation with respect to Hull Insurance of the Transporting Company s rights to the insurer against HAAD; (c) Include an agreement by the insurer(s) that such insurance policies shall be primary, including in respect of any re-insurance, and without any right or obligation of contribution by any insurance policies that may be carried by HAAD; (d) Provide that HAAD shall receive thirty (30) days' (or in the case of war risk for which seven (7) days written notice (or such lesser period as is or may be customarily available in respect of war risks or allied perils)) written notice from the insurers prior to any cancellation or change of coverage and shall further provide that any act or omission of the Transporting Company affecting a cancellation of its insurance coverage will not apply as against the interests of HAAD, as an additional insured, under such insurance policies without such thirty (30) days' or lesser prior notice, as above, to HAAD; and, (g) Specify the registration number of each Aircraft covered and the amount of third 19 / 35

20 party liability coverage. 9.5 Prior to engaging in any Services, including providing Charters under this Agreement, the Transporting Company shall deliver to HAAD certificates of insurance in respect of third party legal liability cover specifying amongst other things territorial limits, and within thirty (30) days following the signing of this Agreement by authorized representatives of both of the Parties, the Transporting Company shall deliver to HAAD the insurance certificates that the Transporting Company is required to obtain and maintain in accordance with this Agreement. Promptly after issuance, if not already provided in accordance with this Clause 9.5, the Transporting Company shall deliver to HAAD a copy of any endorsement issued by the Transporting Company s insurance underwriter(s) confirming the addition of HAAD as an insured under such insurance policies. HAAD, may at its sole election, require the Transporting Company to provide any certificates of insurance, in accordance with the requirements of this Agreement, either before, during or after applicable periods of coverage. 9.6 The Transporting Company shall ensure that the Services under this Agreement do not violate the terms and conditions of any insurance policy which is or may be provided by the Transporting Company hereunder, and that it shall take all measures necessary to avoid any actions which may lead to cancellation or voidance of such insurance policies. Article 10 - Clearances 10.1 The Transporting Company shall be responsible for obtaining authorizations from governmental or other authorities and other documents necessary for the performance of the Services under this Agreement. Article 11 - Scheduling of flights 11.1 In respect of each Charter, IPC shall send a written request to the Transporting Company advising it of the requested air ambulance or commercial flight requirement as recommended by the treating physician, flight date and full patient details including medical records, patient medical requirements, details of anyone travelling with the patient and destination airport. The Transporting Company will be responsible to assess the request with a view to determine whether on medical ground commercial flight or air ambulance should be used having regard to the medical circumstances of the patient. In the event that the commercial flight has been determined, the Transporting Company shall provide a medical attendant for the patient whether a nurse or a doctor as appropriate. Except in the case of an emergency Charter under clause 11.2, the Transporting Company shall within twenty four (24) hours of such request from IPC confirm the flight schedule to IPC. The flight schedule shall specify the dates and times of departure, originating airports, routes, and number of passengers, type of Aircraft and estimated time of arrival The Transporting Company shall provide a twenty-four (24) hour standby service for the purposes of undertaking emergency Charters. On receiving a request from IPC for an emergency Charter the Transporting Company shall within one [1] hour of the request confirm the flight schedule to IPC for immediate departure For the purposes of clause 11.2, the Transporting Company shall provide twenty-four (24) hour communication access to IPC to enable IPC to contact the Transporting Company to request an emergency Charter. For the purpose of this clause the Transporting Company's contact details are specified in Schedule A. 20 / 35

21 11.4 The Transporting Company shall notify IPC of any delay in the performance of the flight(s) and the reasons for such delay If a flight is delayed the Transporting Company shall use its reasonable commercial endeavors to provide alternate air transportation and shall bear any increased costs of such alternate air transportation The Transporting Company will schedule all Charters by the most direct and efficient route to ensure patients are delivered to their destinations in the shortest possible time, subject to operational conditions, the clinical needs of patient and aircraft safety. Article 12 - Fitness 12.1 HAAD shall have the right, but not the obligation, to inspect the Aircraft, and any document pertaining thereto, at any time, to ensure compliance with the Transporting Company s obligations under this Agreement. Should there be, in the opinion of HAAD, any deficiency which may affect the safety of the Aircraft and/or its passengers, HAAD shall notify the Transporting Company in writing of the deficiency, and the Transporting Company, at its sole cost and expense, shall remedy such deficiency without undue delay to the satisfaction of HAAD, before a Charter commences. In the event the Transporting Company is unable to remedy such deficiency to the satisfaction of HAAD, the Transporting Company shall, upon request from HAAD, withdraw the Aircraft from the fleet of Aircraft provided under this Agreement. Any failure on the part of HAAD to conduct such inspections or to observe any deficiencies shall not relieve the Transporting Company of any of its obligations under this Agreement In the event of any cancellation of flights or unavailability of Aircraft during the term of this Agreement due to any act or omission on the part of the Transporting Company, HAAD shall be entitled to a 20% reduction in the payment due for the flight, once the replacement flight has occurred HAAD may request, in writing, withdrawal and replacement of any of the Transporting Company's Personnel, any other staff and sub-contractors performing the Services in respect to a particular Charter. Replacement of any such Personnel, other staff and subcontractors shall be provided as quickly as is reasonably possible by the Transporting Company pending formal approval of a replacement under clause 8.4. All expenses related to the withdrawal or replacement of the Transporting Company's Personnel, other staff and sub-contractors shall be borne by the Transporting Company. Article 13 - Reporting and Accidents 13.1 In the event of any accidents or incidents involving the Aircraft, the Transporting Company shall immediately report such accidents or incidents to HAAD and all appropriate governmental authorities, and shall protect and preserve all evidence in connection with the accidents or incidents. In addition, the Transporting Company shall cooperate with all investigations into the accidents or incidents which may be instituted by HAAD and/or governmental authorities, including the preparation of reports. Article 14 - Information to be provided to the Transporting Company 14.1 HAAD shall supply to the Transporting Company free of charge available data and information necessary for the provision of the Services, and shall give such assistance to the Transporting Company at its request and as may be reasonably required. The 21 / 35