IT-TLETTAX-IL LEĠIŻLATURA

P.L. 2401

Dokument imqiegħed fuq il-Mejda tal-Kamra tad-Deputati fis-Seduta

Numru 153 tal-31 ta’ Ottubru 2018 mill-Ministru għall-Affarijiet Ewropej
u l-Ugwaljanza, f’isem il-Ministru għat-Trasport, Infrastruttura u Proġetti
Kapitali.

___________________________
Raymond Scicluna
Skrivan tal-Kamra
PROĠETT CAR2GO - FTEHIM

*7363. L-ONOR. KAROL AQUILINA staqsa lill-Ministru għat-Trasport, Infrastruttura u

Proġetti Kapitali: Jista' l-Ministru jpoġġi fuq il-Mejda tal-Kamra kopja tal-ftehim dwar il-
proġett "Car2Go" u li dwaru l-Awtorità għat-Trasport f'Malta ffirmat ftehim mal-kumpanija
jew kumpaniji li d-dettalji tagħhom qegħdin jingħataw separatament?

19/10/2018

ONOR. IAN BORG: Ninforma lill-Onor. Interpellant li l-informazzjoni mitluba fir-rigward

ta’ Transport Malta tinsab fid-dokument li qed jitpoġġa fuq il-Mejda tal-Kamra.

Seduta Numru 153

31/10/2018
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AN ASSIGNMENT AND NOVATION AGREEMENT entered into this l..t, day of
September of the year 2018 (this "Agreement"),

BETWEEN:

(l) AUTHORITY FOR TRANSPORT IN MALTA, a body corporate duly constituted,

formed and established under the Authority for Transport in Malta Act (Chapter 499 of
the Laws of Malta), represented hereon by ilO~M &14~::1 A- (hereinafter
referred to as the "Authority") of the first part;

(2) CAIUGO LTD, a company duly constituted, formed and registered llllder the Laws of
Israel and having its registered office at I, Carlibach Street, Tel Aviv, Israel, duly
represented hereon by Gil Sin Leizer and David Michael as duly authorized by virtue
of a resolution of the board of directors, a true copy of which is hereto attached as
Annex A (hereinafter referred to as "Car2Go") of the second part

AND

(3) CAR SHARING SERVICES MALTA LTD, a limited liability company duly
registered under the Laws of Malta with registration number C87864 and whose
registered office is at 5, Salvatore Psaila Street, Victoria (Gozo) VCT 1332, Malta, duly
represented hereon by Gil Sin Leizer as duly authorized by virtue of a resolution of the
board of directors, a true copy of which is hereto attached as Annex B (hereinafter
referred to as "CSS") of the third part.

Each a "Party" and collectively referred to as the "Parties".

WHEREAS:
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(A) The Authority had issued a concession document for the award of a se1vice concession
contract for the operation of a Car Sharing Program throughout the Maltese islands
(Reference No. RFP007/20!6);

{B) Car2Go was selected by the Authority as the successful bidder for the provision of car-
sharing service~; r,

(C) Pursuant to the process refetTedto in Recitals A and B above, the Authority and Car2Go
had entered into a services concession agreement dated the 241h October 2017 whereby
the Authority engaged Car2Go, and Car2Go accepted and undertook, to provide car-
sharing services in accordance with the tenns and conditions of the services concession
agreement (hereinafter rererred to as the "Services Concession Agreement");

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Car2Go by way of novation as if references to Car2Go under the provisions of the Setvices
Concession Agreement relating to such obligations were, as from the Eftective Date, actual
references to CSS and not any more to Car2Go .

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4. THE AUTHORITY'S CONSENT AND WAIVER

4. I The Authority hereby unconditionally and irrevocably acknowledges and accepts the
assignment referred to in sub-clause 2.1 above and the novation refetTed to in sub-clause 3,1
above. The Authority declares that, for all intents and purposes of the Services Concession
Agreement, it hereby gives its consent in writing in terms of Article 26 of the Services
Concession Agreement to the assignment and novation referred to herein and it hCJ·eby
confirms that the assignment and novation to CSS is compliant with the provisions of Article
26 of the Services Concession Agreement.

5. SURETY

5. I Car2Go hereby absolutely, Wlconditionally and irrevocably agrees, binds and

constitutes itself as joint and several surety in favour of the Authority, which accepts, for the
full and punctual pe1fonnance ofCSS' obligations towards the Authority under or arising from
or accrued under the Services Concession Agreement and any other document ancillary thereto
and which CSS has agreed to assume, be bound by and perform in terms of this Agreement

6. MfSCELLA.I'IEOUS

6.1 If any provision of tllis Agreement shall be found by any coun, tribunal or other
competent adjudicating authority to be invalid or unenforce,1ble, the invalidity or
wrenforceability of such provision shall not affect the other provisions of this Agreement and
all provisions not affected by such invalidity or unenforceability shall remain in full force and
effect The Parties hereby agree to attempt to substitute for any invalid or unenforceable
provision a valid and eoJorceable provision which achieves to the greatest extellt possible the
same objectives and effects of the invalid or unenforceable provision.

7. GOVERNL'IIG LAW AND ARBITRATION

7. l This Agreement is governed by and shaU be construed and enfurced in a!! respects in
accordance witl1 the laws of Malta.

7.2 The Parties wili attempt, in good faith, to resolve promptly and amicably any dispute,
controversy or claim arising out of or relating to this Agreement.

7.3 Any dispute, controversy or claim arising out of or in relation to this Agreement,
(including its interpretation, existence, validll:y or breach) which is not resolved as provided in
.•ub·clause 7.2, shall, at the request of any Party, be referred to final and binding arbitration at
(D) The Parties hereto desire to enter into this Agreement for the purpose of assigning to
CSS all ofCar2Go's rights, title, benefit and interest under or arising from the Services
Concession Agreement and from any other document ancillary thereto and for the
pwpose of substituting CSS by way of novation in place ofCar2Go as principal debtor
and obligor of all Car2Go's obligations towards the Authority under or arising from the
Se1vices Concession Agreement and from any other document ancillary thereto, subject
to the tenns and conditions ofthis Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties
hereto have agreed as follows:

I. INTERPRETATION

l.l Headings in this Agreement are inserted for convenience only and shall not affect the
construction hereof.

1.2 References herein lo clauses, sub-clauses and paragraphs are to clauses, sub-clauses
and paragraphs of this Agreement except where otherwise specified.

1.3 Words denoting persons shall include bodies corporate and unincorporated associations
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of persons, unless the contrary intention appears.
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2. ASSIGNMENT OF RIGHTS l.
2.! In consideration of the assumption by CSS ofCar2Go 's obligations under the Services
Concession Agreement and any other document ancillary thereto by way of novation as
provided in clause 3 below, Car2Go hereby assigas to CSS, who hereby accepts and acquires, t'
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with effect from the date of this Agreement (hereinafter referred to as the "Effective Date"),
all of Car2Go's rights, title, benefit and interest tmder or arising from or accrued under the
Services Concession Agreement at any time before, on or after the Effective Date, and CSS
shall as from the Effective Date be entitled to exercise and enjoy all such rights, title, benefit
and interest as a party to Llle Services Concession Agreement in lieu ofCar2Go, as if references
to Car2Go under the provisions of the Services Concession Agreement relating to such rights,
title, benefit and interest were, as from the Effective Date, actual references to CSS and not any
more to Car2Go.
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3. NOVATION

3.! It is hereby agreed by the Parties that, with effect from the Effective Date, CSS shall
by way of novation be substituted in place of Car2Go as principal debtor and obligor of all
Car2Go's obligations towards the Authority under or arising from or accrued under the
Services Concession Agreement and any other document ancillary thereto at any time before,
on or after the Effective Date. Accordingly, CSS agrees to assume and to be bound by and to

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the Malta Arbitration Centre in accordance with the Arbitration Act (Chapter 387 of the Laws
of Malta).

SIGNED by

Mr Joseph Bugeja
Chairman and CEO
~.SEPH 4£.l~z:;!A l?.:94'i~-S4i- lM) Transport Malta
for and on behalf of and as the
duly authorised representative of
Authority for Transport in Malta

SJGNEDby

Gil Sin Leizer OJ."'t,;,_;J-f/ S

for and on behalf of and as the -
~· Mich;~]~·~·S''Tr) ~
for and on behalf of and as the
duly authorised representative of duly authorised representative of
Car2Go Ltd Car2Go Ltd

SIGNED by

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Gil oin-t~ 0}, 't'1t<S;./J!_j
for and on behalf of and as the
duly authorised representative of
Car Sharing Services Malta Ltd
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Concession Agreement

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I AUTHORITY FOR TRANSPORT IN MALTA

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CONCESSIONAIRE
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SERVICES CONCESSION
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I CAR SHARING SERVICES .'

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DATED

I 24 1h October 2017 ''

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Transport Malta
CAR2GO
I AM\'l.ME · ANYWII~I!E

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Concession Agreement

I TABlE OF CONTENTS ·-
I 1. Definitions al\d Interpretation ..................................................................................................... 1

2. Grant ......................................................................................................... ,................................ 6

I 3. Consideration .................................................................. __ ......................................................... 7

4. Term ........................................................................................................................................... 8
I .5 Implementation of Project ........................................... ,............................................................. 8

6. Equipment .................................................................................................................................. 9
I 7. Car Sharing Vehicles, Car Sharing Vehicle Parking and Charging Stations ......... ., ....................... 9
8. Services ..................................................................................................................................... 11
I 9. Continuous Improvement and quality ....................................................................................... 11

1 10. Representations .................................................. ., .................................................................. 11

11. Concessionaire Employees ............................................................. ,................... -~------------- ......... 12
I 12. Advertising ....................... ,.......................... _........................................................................ _.... 12
13. Regulatory Compliance ............................................................................................................. 12
I 14. Health and Safety and Environment .......................................................................................... 13

15. Subcontractors .......................................................................................................................... 13

I 16. Cooperation with Legal Proceedings .......................................................................................... 13

17. Representations and Warranties ............................................................................................... 13

I 18. Authorised Representatives ............................ , ....................................................................... 14
19. Relevant Records Retention ...................................................................................................... lS
I 20. liability .................................................................................................................................... 15
21. Insurance and Indemnity ........................................................................................................... 15
I 22. Performance Bond .................................................................................................................... 16

I 23. Term Ination ... ,........................................................................................................................ 17

24. force Majeure................................................... .................................................. .. ......... 18

I 25. Due Oiligen,e ........................................................................................................................ 18

26. Assignment and Novation ...... .. .......... "" .... 19

I .27. Intellectual Property Rlghts ..................................................................... .. ...... - ........... 19
28. Waiver and Cumulative Remedies ....... . .. .................................... 20
I 29. Relationst1ip of the Parties ................. .. ....................... - ............ "- ""' ""- -··· '20

30. Severance ... ... 20

I 31. Further Assurance.. ........................................................................................... - ... 20
32. No Liability for Review ......................................................................... ... 20
I :n Amendments, Entire Agreement ................................................................ ........ 21
34. Survival of Obligations ................. .. .......................... ,, ................................. ''''"'"""'"'""' 2l
I 35. Third Party Rights .......................... ..

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Concession Agreement
I 36. Notices ....................................................................................... , ......................................... 21

37. Governing Law and Dispute Resolution .................................................. ., ......................... 22

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Concession Agreement

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This concession agreement is entered into on this the 24 of October 2017 (the "Agreement")

I between:

A. Authority for Transport in Malta, a body corporate duly constituted, formed and established
I under the Authority for Transport in Malta Act (Chapter 499 of the Laws of Malta) and
having its registered office at Malta Transport Centre, Marsa MRS 1917, Malta, represented
here on by Mr. James Piscopo (hereinafter referred to as the "Authority"};

and

I B. CAR2GO Ltd., a company duly constituted, formed and registered under the Laws of Israel
and having its registered office at 1 Karlibach St, Tel Aviv, Israel, represented here on by Mr.
Gil Leizer, as duly authorised by virtue of the attached resolution marked "Exhibit R1"
I (hereinafter referred to as the "Concessionaire").

I Each of which a "Party" and together, collectively, referred to as the "Parties".

WHEREAS:
I I. The Authority has issued a concession document for the award of a service concession contract
for the operation of a Car sharing Program throughout the Maltese islands (Reference No.
I RFP007/2016);

II. The Concessionaire has, pursuant to the competitive process referred to in Recital I above,
I been selected as the successful bidder for the provision of the Services (as defined hereunder);
and
I Ill. The Concessionaire shall, in accordance with Clause 22.1, provide a performance guarantee in
the amount of two hundred thousand Euro (€200,000) which the Authority may draw on in the
I event that the Concessionaire fails to provide the Services in accordance with the terms of this
Agreement, all subject to terms and conditions stated hereunder.

I Now, therefore, the Parties agree as follows:

By virtue of this Agreement, the Authority engages the Concessionaire, who accepts and undertakes,
I to provide the Services, in accordance with the terms and conditions of this Agreement.

I 1. Definitions and Interpretation

1.1 Definitions
I In this Agreement capitalized words and expressions shall, unless the context otherwise
requires, have the meanings assigned below:
I Agreement means this Agreement, including all schedules, documents
and annexes hereto;
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Authorised means the person appointed by each Party and notified to
Representative the other Party as being the point of reference for the
I relevant Party in relation to the Services and this Agreement;

I Bid means the bid dated 24/01/2017 submitted by the

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Concession Agreement

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Concessionaire in response to the Concession Document;

I Business Day means any day, other than a Saturday or a Sunday, which is
not a public or national holiday in Malta;
I Car Sharing Program means the car sharing program to be implemented by the
Concessionaire in accordance with the Concession
I Instruments;

Car Sharing Vehicles means the plug-in electric battery vehicles to be used in the
I provision of the Services;

Change in Control means a change:

I ' or more
(i) in the person(s) or entity who, directly holds 50%
of the shares or other ownership interest carrying the right

I to vote in the Concessionaire;

(ii) in the person(s) or entity who has 'the ability of

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appointing at least one-half of the members of the board of
directors ofthe Concessionaire or otherwise exercises;
(iii) In the person(s) or entity who is entitled to participate in
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I at least 50% of: (i) the profits of the Concessionaire; (ii) the
residual assets of the Concessionaire upon a distribution of
capital in a winding up or otherwise of the Concessionaire;
I the term "Control" shall be construed accordingly;

"
I Charges means the charges payable by Customers for the use of the
Services, in the manner set out in Schedule 1 Annex 6;

I Charging Stations means the electric charging stations for the cars, including
any kiosk, docks or other power source, signs and system
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map installed thereon at the locations indicated in Annex 2

I and marked on the plans to be attached hereto as Annex 3
thereof;

I Commencement Date means the date on which the Car Sharing Program has been . '
launched, in full and in accordance with the terms of this

I Agreement, and the Services are made available to the

public;
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I Concession
Regulations
Contract means the Concession Contract Regulations, Subsidiary
Legislation 174.10;

I Concession Document means the concession document for service concession

contract(s) for the operation of a Car Sharing Program
throughout the Maltese islands (Reference No.
I RFP00?/2016), and all clarifications in relation thereto,
issued by the Authority;
I Concession Instruments means the Concession Document, the Bid and the Letter of
Acceptance; \
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Concession Agreement

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Concessionaire means all employees, agents, consultants and contractors of
Employees the Concessionaire and/or of any Subcontractor;

•• Customer means persons who make use of the Services;

I Dispute Resolution means the procedure for the resolution of disputes specified
Procedure in Clause 37;
I Default means, in relation to the Services, any material failure by the
Concessionaire: (i) to perform any of its obligations set out in
I this Agreement; and/or (ii) to perform any of the Services in
accordance with Schedule 1;

I Effective Date means the date of signature of this Agreement;

Force Majeure Event means any act, event or circumstance or any combination of
I acts, events or circumstances which:

I (a) is beyond the reasonable control of the Party

affected (the "Affected Party");

I (b) is without fault or negligence on the part of the

Affected Party and is not the direct or indirect result of a
breach by the Affected Party of any of its obligations under
I this Agreement or any law;

I (c) could not have been (including by reasonable

anticipation) avoided or overcome by the Affected Party,
acting in accordance with Good Industry Practice; and
I (d) prevents, hinders or delays the Affected Party in its
performance of all (or part) of its obligations under this
I Agreement,

and includes, insofar as they satisfy the abovementioned

I conditions and are not the direct or indirect consequence of
such Party's act or omission: acts of God, harbour closures,

I riots, acts of terrorism, wars, whether declared or not,

blockades, insurrection, acts of government, epidemics,
landslides, explosions, fire, flood, or earthquake, or disaster;
I but excludes, except to the extent caused by any act, event
or circumstance or any combination of acts, events or
I circumstances which falls within (a), (b), {c) or (d) above: late
delivery or interruption in the delivery of machinery,

I equipment, materials, spare parts or consumables; any delay

or failure by a Third Party (including any contractor of the
Concessionaire); any technical or operational problems with
I the Car Sharing Vehicles or the Charging Stations arising from
a fault in the design, engineering, construction, operation
and/or maintenance of the Car Sharing Vehicles or the
I Charging Stations; wear and tear or ftaws in materials and
equipment or breakdown in or degradation of equipment or

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machinery;

I Good Industry Practice means the exercise of that degree of skill, care, prudence,
efficiency, foresight and timeliness which would be expected
I from a highly skilled, trained and experienced person
engaged in providing services which are the same or similar

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Intellectual Property means patents, copyrights, trademarks, design rights, rights

• Rights in databases, trade secrets, and all other similar rights or

obligations through the world whether or not any of these

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are registered and including any applicati@ or right to apply
for registration and any right to protect or enforce any of
these rights;
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• letter of Acceptance means the notification in wntmg from the Authority

informing the Concessionaire that its Bid has· been accepted,
subject to any conditions specified therein;

Performance Bond means the bank guarantee for the amount specified in

I Clause 22;

Persistent Breach means a situation where the Concessionaire's performance

I of the Services is in material breach of the requirements of
Schedule 1 on any five (5) occasions in any thirty (30) day
period;
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Private Parking Spaces means parking spaces in private car parks or private roads, or
any other areas operated by a private operator;
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Project means the implementation of a car-sharing program in the

I Service Areas in accordance witl1 Schedule 1, which shall

include the supply and installation of Car Sharing Vehicles
and Charging Stations in accordance with Schedule 1;
I Public Parking Spaces means parking spaces in public car parks or on public roads,
or any other area generally available to the general public
I falling under the responsibility of the Government of Malta
through the Lands Department, Transport Malta and Local

I Councils;

Relevant Records means data, records, materials and documents in any media
I and format within the possession or control of the
Concessionaire from time to time which relate to the
Services, Defaults, Charges or which otherwise relate to tne
I performance of the Concessionaire's obligations under this
Agreement (including without limitation the data required to
be maintained in accordance with Schedule 1) and are
I reasonably required to enable Authority to confirm whether
the Concessionaire is performing its obligations under this
il Agreement;

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Concession Agreement

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Scheduled Start Date means the date falling not later than twelve (12) months

I after the Effective Date;

Services means the provision of car-sharing services in accordance

I with the terms of this Agreement, particularly, but without
limitation, to the minimum levels of service specified in
Schedule 1;
I Service Areas means the areas where the Concessionaire shall be required
to implement the Project, as defined in Schedule 1;
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Subcontract means any contract or agreement, between the

I Concessionaire and any Third Party, whereby thatThird Party

agrees to perform any of the Concessionaire's obligations
under this Agreement (including, but not limited to,
I provision of the Services or any part of them);

Subcontractor means a subcontractor of the Concessionaire engaged by the

I Concessionaire;

means any value added tax or any similar and/or

I replacement tax or impost;

Term
I means the period during which this Agreement shall remain
valid and enforceable between the Parties in accordance
with Clause 4;
I Third Party means any person or entity which is not a party to this
Agreement;
I Vehicles (ICE) means Internal Combustion Euro 6 Engine vehicles that can
be put in service over and above the Car Sharing Vehicles;
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Working Hours means the period from 08:00 to 17:00 on any Business Day;
and
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Written I in writing means e-m ails, letter or documents but does not include text
I messaging via mobile phone.

1.2 Interpretation
I In this Agreement, unless the context otherwise requires:

I 1.2.1 the index and headings of Clauses to this Agreement are for convenience only and
shall not affect its interpretation;

I 1.2.2 words importing the singular shall include the plural and vice versa;

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1.2.3

1.2.4
words importing one gender shall include the other gender;

references to Clauses and Schedules are references to Cia. uses and schedules of this
Agreement and references to paragraphs and Annexes are references to paragraphs
of and annexes to the Schedules to this Agreement;
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1.2.5 all periods of time and dates shall be based on, and computed according to, the
Gregorian calendar and times of day are times of day in Malta;
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1.2.6 references to a Party, the Authority or the Concessionaire shall include its successors
I or permitted assignees;

1.2.7 references to this Agreement or any other document shall be construed as

I references to this Agreement or that other document as amended, varied, novated,
supplemented, or replaced from time to time;

I 1.2.8 references to legislation include any statute, by-law, regulation, rule, subordinate or
delegated legislation or order, and reference to any legislation is to such legislation
as amended, modified or consolidated from time to time, and to any legislation
I replacing it or made under it;

I 1.2.9 the terms 'hereof', 'herein', 'hereunder' and similar words refer to this entire
Agreement and not to any particular Clause, paragraph, Schedule or any other
subdivision of this Agreement; and

1.2.10 the rule of construction that, in the event of ambiguity, an agreement shall be
interpreted against the Party responsible for the drafting thereof, shall not apply in
I the interpretation of this Agreement.

2. Grant
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2.1 The Authority hereby grants to the Concessionaire an exclusive license to operate a pub Iic

I car sharing program in Malta and Gozo during the Term.

The Authority shall not be responsible for any administrative duties or costs and expenses
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2.2
associated with the Project, which costs and expenses shall be borne solely by the
Concessionaire. The Authority shall only provide defined areas (to be marked on the plans to
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be attached hereto as Annex 3) for the duration of the Term in order for the Concessionaire
I to install Charging Stations and signage, make the necessary markings and use such Public
Parking Spaces for the purposes of providing the Services, as specified in this Agreement. For

I the avoidance of doubt, the Concessionaire shall be responsible for, at its own cost and
expenses, installing the Charging Stations at the Public Parking Spaces and making the
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necessary markings for the Public Parking Spaces and installing the necessary sign age (such
I as tow-zone signage and similar signage), which markings and signage shall be subject to the
prior written approval of the Authority. The Authority shall solely be responsible for .. '
trenching works connected to the provision of electricity to the Public Parking Spaces (which
I Public Parking Spaces shall, as indicated in Clause 2.6, where possible be located close to
existing electricity supply points).

I 2.3 If, after the expiry of at least two (2) years from the Commencement Date, the need arises
for an increase in the fleet of the Concessionaire, the Authority shall have the right to
I request the Concessionaire to increase its fleet accordingly. The Concessionaire may refuse
to increase its fleet, if Concessionaire provides satisfactory financial forecast showing that it
is not commercially feasible to increase its fleet. In the event of disagreement regarding the
I commercially feasibility of the increase in the fleet, the Parties shall appoint a third party
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reputable expert in the financial field {"Expert") that will decide if the increase in the fleet is l
commercially feasible. H the Expert will rule that the increase is commercially feasible and '
I the Concessionaire will refuse to make the increase in its fleet, the Authority reserves the ~·//~_.. ''

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right to grant one or more operating licenses for the installation of Charging Stations and
operation of a car sharing program through the use of Public Parking Spaces to
I accommodate the increase in demand within Malta and I or Gozo, up to the fleet size
decided by the Expert to be commercially feasible.
I 2.4 The Authority shall have the right to, in its absolute discretion, should the demand for car
sharing in the Service Areas (or any of them) increase, and following discussions with all
I relevant stake holders (including Local Councils), allocate additional Public Parking Spaces
for exclusive use by the Concessionaire and I or grant the Concessionaire the right to allow
parking of vehicles in other as yet non-allocated spaces upon being satisfied that such
I additional Public Parking Spaces are necessary.

The Authority shall grant a total of fOLir hundred and fifty {450) Public Parking.Spaces, based
I 2.5
on the initial fleet of one hundred and fifty (150) Car Sharing Vehicles, for the exclusive use
by the Concessionaire. The Authority shall, subject to availability, seek to allocate a larger
I number of the Public Parking Spaces committed in terms of this Clause in localities where
there is a possibility of high car-sharing turn around, up to a maximum oftwenty (20) Public
Parking Spaces, which Public Parking Spaces will be identified in accordance with Clause2.6
I below in different locations within the respective locality.

2.6 With respect to the allocation of Public Parking Spaces, the Concessionaire is expected to
I meet representatives of the respective local councils and Authority officials to determine the
exact location of the spaces (locations of Public Parking Spaces in mandatory localities
I indicated in RFP have already been specifically identified by Transport Malta). The Parties
agree that the Public Parking Spaces shall be close to existing electricity supply points (such
as points where street lighting is installed). The meetings with the local councils and the
I Authority shall commence within thirty (30) days from the Effective Date. The Public Parking
Spaces indicated by the Concessionaire in the bid submitted (as reproduced in Annex 2
hereof) are not considered final and are simply indicative of Concessionaire's preference.
I Public Parking Spaces to be allocated shall be finally determined following conclusion of
discussions with the respective local councils and the Authority, and the Parties shall agree
I and duly sign Annex 3 thereafter.

2.7 The Authority reserves the right to, at any time, grant other private operators licences to
I operate a private car sharing program to and from privately operated or owned properties I
sites, such as through the use of Private Parking Spaces. Save as provided in terms of Clause
2.3, the Authority shall however not grant such operators the right to make use of the
I Charging Stations or Public Parking Spaces. The Concessionaire shall have the right to, as
part of the licence granted in terms of this Agreement, provide services between private car

I parks which are usually offered at a cost to car users, without the need to re-apply for a
further iicence. The Concessionaire shall provide prior notice in writing to the Authority of
any such arrangements.
I 3. Consideration

I 3.1 The Concessionaire shall pay to the Authority a concession fee as set out in Schedule 2 (the
"Concession Fee") during the Term. The annual Concession Fee shall be payable in two (2)
equal instalments, six (6) months in advance on the first day of the relevant six (6) month
I period.

I 3.2 The Concession Fee is applicable to the initial fieet and parking slots granted to the ~ /v-
Concessionaire in accordance With Schedule 1. In the event that, upon demand from the/__..l
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Concessionaire, additional spaces are agreed to be provided by the Authority, the Authority

I and the Concessionaire shall negotiate an increase in the Concession Fee for the remaining
period of the Term to reflect the increase in additional spaces provided.

I 3.3 The sole consideration for the Concessionaire shall be obtained from the members of the
Car Sharing Program and ancillary activities such as advertising on the website of the
Concessionaire and on the Car Sharing Vehicles. The Concessionaire shall bill Customers
I directly for their use of the Services, including any additional fees incurred by the said
Customer, in an all-inclusive fee.

I 4. Term

4.1 This Agreement shall commence on the Effective Date and shall continue for a period of ten
I (10) years to be calculated from the earlier of the Scheduled Start Date and the
Commencement Date, unless otherwise terminated in accordance with the terms of this
I Agreement.

4.2 The Parties agree that in the event that, notwithstanding that the Concessionaire has duly
filed complete and accurate applications for the installation of Charging Stations in
accordance with the substantive and procedural requirements of the relevant authorities
not later than three (3) months from the date of execution of this Agreement, and diligently
I pursued its applications to the best of its ability, the necessary permits for the installation of
the Charging Stations are not issued prior to the Scheduled Start Date, the Scheduled Start

I Date shall be deemed to be the date being thirty (30) days following the date on which the
said permits are issued.
''
I 4.3 Without prejudice to the provisions of Clause 4.1 above, the Authority shall have the right
to, in its absolute discretion, extend the Term for a period of two (2) years by giving the
Concessionaire at least six (6) months' prior notice.
I ''
5. Implementation of Project

I 5.1 The Concessionaire shall be responsible for the full implementation of the Project and the
provision of the Services in accordance with Schedule 1 and the terms of this Agreement.

I •, 5.2 The Concessionaire shall ensure that the Project shall be completed and fully implemented, ''
and that the Services shall be provided, by not later than the Scheduled Start Date and in
I accordance with:
''
5.2.1 the requirements of this Agreement;
I 5.2.2 all applicable laws, permits, licences and approvals;

I 5.2.3 the recommendations of the manufacturer of the equipment used in the

implementation of the Project and the Services; and

I 5.2.4 Good Industry Practice.

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I 5.3 The Concessionaire shall, prior to commencement of the Services, notify the Authority of the
date and time on which it intends to commence the Services.
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6. Equipment

I 6.1 The Concessionaire shall implement the Project and provide the Services through the use of
its own equipment and at its own cost and expense.

I 6.2 The Concessionaire shall ensure that any equipment used in the implementation of the
Project and the provision of the Services is safe and without risk to health and that it is used
I in a skilful and proper manner and by persons who are competent to use the same, and in
particular, but without prejudice to the generality of the foregoing, that all necessary safety
measures are adopted and the correct procedures followed.
I
6.3 The Concessionaire shall keep equipment relating to the Services in a reasonably clean and
orderly condition.
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6.4 The Car Sharing Vehicles and Charging Stations to be used by the Concessionaire in the

I implementation of the Project shall have the same specifications as the Car Sharing Vehicles
and Charging Stations proposed in its Bid and attached hereto as set out in Annex 1. In the
event that the Concessionaire wishes to offer different Car Sharing Vehicles or Charging
I Stations, the Concessionaire shall have the right to, with the Authority's prior consent which
shall not be unreasonably withheld, replace all or any Car Sharing Vehicles and I or Charging
Stations provided that the Authority is satisfied that they meet the requirements in the
I Concession Document and are equivalent to those proposed in the Bid.

I 6.5 The equipment, including the Charging Stations and the Car Sharing Vehicles, will remain the
property of the Concessionaire'for the duration of the Term. Provided that on termination or
expiry of this Agreement, unless otherwise agreed in writing with the Authority, the
I Concessionaire shall be required to dismantle the Charging Stations within a maximum of
one hundred and twenty (120) days and leave the area on which the Charging Stations were
installed in the same state it was in prior to installation of the Charging Stations, Provided
I that the Authority reserves the right to acquire, or require the Concessionaire to sell and
transfer to any third party appointed by the Authority to operate a car sharing program in

I Malta, all of the Charging Stations on expiry of the Term as follows:

6.5.1 If the Term is not extended beyond the ten (10) years specified in Clause 4.1, at a
I price of three thousand Euro (3,000) per Charging Stations;

6.5.2 If the Term is extended for two (2) years in accordance with Clause 4.3, at a price of
I two thousand five hundred Euro (2,500) per Charging Stations.

7. Car Sharing Vehicles, Car Sharing Vehicle Parking and Charging Stations
I
7.1 The Concessionaire shall be required to, by the Scheduled Start Date and for the remainder
of the Term:
I
7.1.1 Deploy the Car Sharing Vehicles listed in Annex 4;

I 7.1.2 Install the Charging Stations listed in Annex 4.

I 7.2 The Charging Stations and the Car Sharing Vehicles shall have the designs and specifications
attached hereto in Schedule 1 Annex 1 and shall not be materially changed without the prior
written consentof the Authority.
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7.3 The Car Sharing Vehicles shall not be parked in Public Parking Spaces available to the general
public (save as permitted in this Clause 7.3) and shall only be parked in the exclusive Public
I Parking Spaces as set out in Annex 2 and located in the area marked on the plans to be
attached in Annex 3 following completion of process set out in Clause 2.6, or Private Parking
I Spaces. For the sake of practicality however, Customers shall be permitted to park in Public
Parking Spaces available to the general public (and therefore not marked for exclusive use by
the Concessionaire) for a maximum period of not more than two (2) hours without any
I liability. In such instances, the Customer shall be required to leave a parking meter showing
the time of arrival. Failure to indicate the time spent in these on-street Public Parking Spaces
and I or parking in such spaces for more than two (2) hours may lead to a fine and I or
I towage.

I 7.4 The Concessionaire shall, at its own cost and expense, have the right to (and.is encouraged
to do so) enter into other arrangements or agreements with third parties for the allocation
of Private Parking Spaces to provide additional car parking options for members, in
I accordance with the terms of the Concession Document and this Agreement The costs for
such arrangement shall be absorbed or included in the Charges or offered as part of
additional rates in the different tariff packages offered to members.

7.5 The Concessionaire shall ensure that, save as provided in terms of Clause 7.3, Car Sharing

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Vehicles used in the Car Sharing Program are at all times parked in Public Parking Spaces
allocated for exclusive use of the Concessionaire. Any Car Sharing Vehicles parked in Public
Parking Spaces other than those allocated for exclusive use of the Concessionaire, save as
permitted in terms of Clause 7.3, may receive a fine and I or be towed, and the
Concessionaire shall be liable f~r such fines and I or towage fees.

I 7.6 The Concessionaire shall, at its own cost and expense, ensure that the Car Sharing Vehicles
are in good working order and sufficiently charged (meaning that each Vehicle shall, prior to

•
I 7.7
use, be at least twenty-five per cent (25%) charged) through the Charging Stations prior to
use in order to avoid Customers running out of charge.

The Concessionaire shall be required to file, within a period not exceeding three (3) months
from the date of execution of this Agreement, all applications with the Authority (which
'.

application shall be favourably considered) and any other relevant authority, including the
I electricity services provider in Malta, for the installation of all Charging Stations. Subject to I'

the Concessionaire's timely submission of all necessary application (in correct form and duly
completed), upon request of the Concessionaire, the Authority shall provide any reasonable
I support and assistance required by the Concessionaire.
' '

7.8
I The allocation of Public Parking Spaces will be declared as a tow-zone and, if the
Concessionaire becomes aware of any unauthorised parking in such spaces, the
Concessionaire shall report any other vehicles parked in the designated Public Parking
I Spaces to the relevant authorities. The relevant authorities shall as soon as practicable after
receiving such report from Concessionaire, enforce such restrictions (including by towage of
vehicles) in order to ensure that such spaces are kept free for their intended use at al: times.
I The Authority will cooperate with Concessionaire and the relevant authorities and use
reasonable efforts to ensure such enforcement. The Concessionaire shall have the right to, if

I deemed necessary, install CCTV cameras for offsite monitoring of the Public Parking Spaces
subject to the obtaining of the necessary approvals from the relevant authorities and ~,..--
compliance with applicable legislation. Provided that the Concessionaire shall first consult /~/ ·
I with the Authority and the Parties sha!l consider whether the Concessionaire can avail itsei.V
of any CCTV coverage available through the Authority's national traffic control centre. /
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7.9 Without prejudice to the provisions of this Agreement, the Authority reserves the right to at
any time (which right can be exercised at its discretion and several times) during· the term of
I this Agreement instruct the Concessionaire, which shall be obliged to comply with such
instructions, to allow third parties to electrically charge (and park in Public Parking Spaces
I during such time) their electric vehicles in the Public Parking Spaces allocated to the
Concessionaire when such spaces are free and not being utilised by the Concessionaire or
Customers to charge or park the Car Sharing Vehicles, subject to any conditions which the
I Authority may deem fit. In the event that the Authority requests the Concessionaire to allow
third parties to electrically charge their vehicles in terms of this Clause 7.9, the Parties will
agree of the tariff that Concessionaire will charge the third parties using the Charging
I Stations. In the event that a request is made by the Authority, the Concessionaire shall
include the possibility for allowing car charging of cars (other than Car Sharing Vehicles) by
I third parties in the software application relating to the Services. The Authority ·shall have the
right to revoke such request at any time and request that the Concessionaire thereafter
limits use of Public Parking Spaces and Charging Stations to the Car Sharing Vehicles.
I
8. Services

I 8.1 The Concessionaire shall only be entitled to charge the Charges for use by Customers.
Concessionaire shall not be entitled to increase the Charges without the prior written
consent of the Authority, which consent will not be unreasonably withheld or delayed. This
I notwithstanding, the Concessionaire shall be entitled to offer special packages according to
the level of service and duration oftime in which vehicles are used.
I 8.2 If at any time there is a Default, the Concessionaire will immediately advise the Authority of
the Default and of the steps that the Concessionaire intends to take to address the Default.
I
8.3 Without prejudice to the Authority's other rights and the provisions of Clause 8.1 above, the
Authority reserves the right to impose, on the Concessionaire, penalties in accordance with
I Schedule 3 (each a "Service Credit"), for each Default (unless such default is due to a Force
Majeure Event). Any Service Credits shall be computed on a quarterly basis and will be
I recovered by the Authority as a debt due by the Concessionaire.

8.4 The Concessionaire, acknowledging that the level of Service Credits is fair, reasonable and
I represents liquidated damages, expressly waives its right to seek or obtain any abatement of
the amount, or payment, of the Service Credits.

I 8.5 Without prejudice to any other right available to the Authority, the Concessionaire shall
implement, with effect from the Commencement Date, and maintain and keep under review
throughout the Term, systems and policies designed to ensure that the Services are provided
I in accordance with the terms of this Agreement and, in particular, Schedule 1.

9.
I Continuous Improvement and quality

9.1 The Concessionaire shall procure that all aspects of the Services are the subject of, and
I provided in accordance with, a quality management process which provides continuous
quality assurance.

I 10. Representations

10.1 Each of the Parties represents and warrants to the other, on an on-going basis throughout
I the duration of this Agreement, that it has full power and authority to enter into and/-
perform this Agreement and the execution and performance of this Agreement shall n)'{{

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Concession Agreement

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conflict with or constitute a breach or default under any contract or agreement of any kind
to which that Party is a party or any judgment, order, statute, or regulation which is
I applicable to that Party.

I 11. Concessionaire Employees

11.1 The Concessionaire shall provide effective superv1s1on in order to ensure the
I implementation of the Project and the provision of the Services in accordance with this
Agreement.

I 11.2 The Concessionaire hereby assumes full responsibility for the management of all of the
Concessionaire Employees in the provision of the Services.

I 11.3 The Concessionaire shall engage in and about the provision of the Services only persons who
are careful, skilled, honest and experienced in the work or services which they are to

I perform. The Concessionaire shall train and instruct the Concessionaire Employees as
necessary to ensure that the Services are performed in accordance with the terms and
conditions of this Agreement and in particular shall ensure that all personnel engaged in the
II provision of the Services are at all times properly and sufficiently trained, skilled and
instructed with regard to the task or tasks that they have to perform.
I,

I 11.4 The Concessionaire shall employ sufficient personnel to ensure that the Services are
provided at all times and in all respects in accordance with the requirements of this
Agreement (including, without limitation, Schedule 1).
I
12. Advertising
I ''
12.1 The Concessionaire shall not install, place or otherwise expose any promotional or
advertising display or other material on, in or around the Charging Stations or the Car
I Sharing Vehicles, without the prior written approval of the Authority, which approval may be
granted or withheld at the Authority's discretion. This shall include, but shall not be limited
.'

to, the installation and placing of any light boxes, stands, spinners and any other type of
I display of any particular product.

I -~,
12.2 The Concessionaire agrees to maintain any permitted sign, awning, canopy, advertising
matter, or decoration in good condition at all times at Concessionaire's sole cost and ''
expense.
I 12.3 External advertisements and any other display signs may only be shown on Charging
' '
Stations, Car Sharing Vehicles or any other equipment subject to a written approval by the
I Authority (and any other relevant authority in terms of law), which shall not be .
unreasonably withheld.

I 12.4 Without prejudice to the generality of the foregoing, the designs of the Charging Stations
and the Car Sharing Vehicles attached to Schedule 1 of this Agreement shall be deemed to

I have been approved in writing by the Authority.

13. Regulatory Compliance

I 13.1 Each Party binds itself to comply at all times with all applicable laws and regulations in
;'1

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Performing its respective obligations under this Agreement. '-<·+·'·.
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14. Health and Safety and Environment

I 14.1 Without prejudice to the generality of Clause 13 above, the Concessionaire shall comply with
the Occupational Health and Safety Authority Act (Cap 424 of the Laws of Malta) and all
I other applicable legislation, statutory rules and regulations regarding health and safety
matters in order to protect the health and safety of Concessionaire Employees and
Customers.
I 14.2 The Concessionaire shall use reasonable endeavours to, in accordance with Good Industry
Practice, at all time use working methods, equipment, materials and consumables that
I reduce environmental damage.

15. Subcontractors
I
15.1 Without prejudice to the provisionsof the foregoing, the Concessionaire shall not be entitled

I to subcontract to any third party or any right or obligation arising from this Agreement
which is related directly to the provision of any of the Services without the written consent
of the Authority.
I 15.2 In the event that the Concessionaire requests the Authority's consent to any subcontracting
by the Concessionaire to a third party, the Authority shall have a right to veto the
I engagement of the Concessionaire's Subcontractor within fifteen (15) days from receipt of
the Concessionaire's request. The Authority may veto the engagement of the
Concessionaire's Subcontractor only on reasonable grounds such as technical inability,
I insufficient competence and/or financial strength of the Subcontractor, as well as on any
legal grounds, including compliance with the Concession Contract Regulations and in such
I event the Authority will provide Concessionaire written reply with the reason(s) for vetoing
the engagement within said fifteen (15) day period.

I 15.3 Notwithstanding the Authority's right in terms of Clause 15.2, the Concessionaire shall not
be relieved of any of its obligation or duty (or part thereof) attributable to the
Concessionaire under this Agreement and the Concessionaire shall fully bear the risk of any
I Subcontractor failing to carry out their obligations and shall remain responsible therefor.

I 16. Cooperation with Legal Proceedings

16.1 If requested by the other Party, each of the Parties will co·operate in connection with any
I legal proceedings or inquiries related to the Services.

16.2 If required, the Parties will give evidence at the relevant proceeding, inquiry or hearing.
I 16.3 Where a Party reasonably requires any relevant information or documentation from the
other Party in connection with any legal proceedings or inquiries in which the requesting
I Party may become involved, any such information or documentation requested are to be
supplied to the requesting Party in sufficient time to enable the requesting Party to comply

I with any procedural rules relating to such actions.

17. Representations and Warranties

I 17.1 Each party warrants and represents that, as at the date of this Agreement:

I 17.1.1 it has full capacity and authority to enter into and to perform this Agreement;

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17.1.2 this Agreement is executed by a duly authorised representative of that party; and

I 17.1.3 once duly executed this Agreement will constitute its legal, valid and binding
obligations.
I 17.2 The Concessionaire undertakes, warrants and represents on an ongoing basis that:

I 17.2.1 it will comply with the conditions set out in the Concession Instruments, except in so
far as varied by this Agreement;

I 17.2.2 all statements and representations made by the Concessionaire in the Bid are, to the
best of its knowledge, information and belief, true and accurate and that it will
advise the Authority of any material fact, matter or circumstance of which it may
I become aware which would render any such statement or representation to be
materially false or misleading;
I 17.2.3 it shall provide the Services in accordance with this Agreement a~d the Concession
Instruments;

17.2.4 there is no litigation (whether past or ongoing), actions, suits or proceedings or

regulatory investigations pending or, to the Concessionaire's knowledge, threatened
I against or affecting the Concessionaire before any court or administrative body or
arbitration tribunal, nor any contract with a Third Party, which would prevent the
performance of its obligations undertaken pursuant to this Agreement;
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17.25 it has and will continue to have all necessary equipment, or any other materials i.
I made available by the Concessionaire and/or the Subcontractors, necessary to
perform the Concessionaire's obligations undertaken pursuant to this Agreement;

I 17.3 The Concessionaire recognises and acknowledges that the Authority has selected the
Concessionaire to provide the Services based on (i) the fact that it has acknowledged and
.'

accepted all obligations set out in the Concession Document and the Letter of Acceptance;
I (ii) the contents of the Bid; and (iii) the reliance by the Authority on representations and
warranties made by the Concessionaire in this Agreement.

I 18. Authorised Representatives I'

I 18.1 Each Party shall appoint a person to act as that Parties' Authorised Representative.

18.2 Any notices to be sent by the Parties in terms of this Agreement shall be sent to the ''
I Authorised Representative.

183 The Authorised Representative of the Concessionaire shall be deemed to be the Project
I manager and shall be required to attend all necessary meetings relating to the
implementation of the Project and to monitor and evaluate the performance of the Services
in accordance with the requirements of this Agreement.
I
18.4 The Parties shall ensure that the Authorised Representatives are reasonably available to be

I contacted by the other Party during and outside Working Hours. Tl1e Authorised
Representatives shall notify each other of an emergency telephone number for these
purposes. ·
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19. Relevant Records Retention

I 19.1 The Concessionaire shall, and shall ensure that all its Subcontractors shall, keep or cause to
be kept complete and accurate Relevant Records.
I 19.2 The Concessionaire shall maintain the Relevant Records in a secure and suitable facility
readily accessible to the Authority for the duration of the Term.
I 20. Liability

I 20.1 The Concessionaire's liability to the Authority is without prejudice to any other right or
remedy available to the Authority, whether at law or pursuant to this Agreement, including
the ability of the Authority to enforce the Performance Bond.
I
21. Insurance and Indemnity

I 21.1 The Concessionaire shall at its own cost and expense obtain and maintain in force
throughout the Term such insurances as are necessary to cover any liability which may arise
I under this Agreement, and any other insurance policies in accordance with all laws that may
be applicable to the Concessionaire and/or the Concessionaire Employees engaged directly
or indirectly in the performance of the Services, in particular, but without limitation, to cover
I public liability.

21.2 All insurance required to be procured by the Concessionaire shall be procured from a
I reputable insurer licensed by a recognized regulator in the EU.

I 21.3 The Concessionaire shall ensure that all Car Sharing Vehicles are fully insured on a
comprehensive basis covering all authorised drivers over the minimum age established by
the Concessionaire in accordance with paragraph 1.7 of Annex 1, and that the Project is
I insured, in accordance with applicable legislation and Good Industry Practice.

21.4 Without prejudice to the generality of the above, the Concessionaire shall be required to
I take out the following minimum insurance covers:

21.4.1 an 'All Risks' insurance policy to cover all facilities and equipment used by the
I Concessionaire in connection with the Project (including without limitation the
Charging Stations) installed around the Maltese islands against any material loss or
I damage to such equipment;

21.4.2 a 'Public Liability' insurance policy to cover third party liability claims which may be
I brought against the Concessionaire or the Authority as a result of property damage
and I or bodily injury I death sustained by a third party consequent from the
provision of the Services by the Concessionaire. limits of liability - at least five
I million and six hundred thousand Euros (€5,600,000) for injuries and fatalities and
two million and five hundred thousand for property damage (€2,500,000) in respect

I of public (third party) liability cover in respect of any one occurrence to cover loss
and I or damage relating to the provision of the Services, limited to ten million Euros
(€10,000,000) in the aggregate. Concessionaire shall ensure that this policy is issued
I in the joint names of the 'Concessionaire and/or Sub-Contractors and/or Authority
each for their respective rights and interests' and that a 'Cross liability' clause is duly
included under such insurance policy;

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Concession Agreement

•• 21.4.3 at least in accordance with Good Industry Practice in respect of employer's liability

I policy to cover all employees of the Concessionaire in respect of any one occurrence
for two million and five hundred thousand euros (€2,500,000), and five million Euros

•
(€5,000,000) in the aggregate during any period of insurance .

21.5 The Concessionaire shall be responsible for insuring or self-insuring any equipment used in
the provision of the Services, including the Car Sharing Vehicles. The Authority will have no
I responsibility for any loss of or damage to the Concessionaire's equipment.

21.6 The Concessionaire shall also be responsible for obtaining such other insurance policies
I which, in accordance with the laws in force in Malta, are required to be obtained by the

•I
Concessionaire to cover the Concessionaire Employees in the performance of the Services .

21.7 The Concessionaire shall, at least one {1) month prior to the Commencement Date, provide
copies of all insurance policies in order for the Authority to review such policies and confirm
compliance with this Agreement. The Concessionaire shall, upon request, produce to the
Authority a certificate of insurance evidencing the insurances required urider this Clause 21,
together with documentary evidence that such insurances are properly maintained and all

••• premiums in respect thereof paid .

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21.8

21.9
The Concessionaire shall procure that any Subcontractors maintain like insurance cover to
that required by the Concessionaire under this Agreement and such other insurance cover as
may, from time to time, be reasonably required by the Authority.

The Concessionaire agrees to protect, indemnify and save harmless the Authority, its owner
companies and all affiliate, subsidiary, associated or related companies and their
shareholders, directors, officers, agents, contractors and employees at all times from and
against all claims, demands and causes of action of any kind and character to the extent that
such arise from any breach or default, or arising from any negligence of the Concessionaire
I or Concessionaire Employees, in the performance of any obligation which is to be performed
by the Concessionaire under the terms of this Agreement, and from and against all costs,
I advocates fees, expenses and liabilities incurred in the defence of any such claim or any
action or proceeding brought thereon. If any action or proceeding is brought against the
Authority by reason of any such claim, Concessionaire shall, upon notice from the Authority,
I defend the same at Concessionaire's expense.

22. Performance Bond

I
22.1 The Concessionaire sha!l, within five {5) Business Days from the date of execution of this
1 Agreement, deliver to the Authority a Performance Bond.

22.2 The original Performance Bond shall be of two hundred thousand Euro (€200,000) and must
I be presented in the form set out in Appendix 7 of Hle Concession Document. Provided that
the Concessionaire shall be entitled to request that the amount of the Performance Bond is
reduced to fifty thousand Euro (€50,000) following the Commencement Date upon providing
evidence that the minimum investments proposed by the Concessionaire in its Bid, including
without limitation the Charging Stations and the Car Sharing Vehicles, have been expended,
deployed and installed (as app!icabie!.
I ! j

22.3 In the event that the Concessionaire shall at any time fail to keep or perform any of its

il obligations undertaken pursuant to this Agreement, then the Authority may, at its option,
appropriate and apply a!i or any necessary portion of the Performance Bond to compensate

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for any such breach, including in satisfaction of any penalties and/or Service Credits due by

I the Concessionaire, after providing seven (7) business days' written notice to the
Concessionaire.

I 22.4 Should the Authority appropriate and apply all or any part of the Performance Bond,
Concessionaire shall immediately take all necessary measures to restore the Performance
Bond to its original amount, and Concessionaire's failure to do so within twenty (20)
I business days from notification in writing by the Authority that the Performance bond has
been utilised, whether in whole or in part. The Concessionaire's failure to abide by this
obligation shall constitute a material breach on the part of the Concessionaire.
I
22.5 Should the Concessionaire fully and promptly comply with all of its obligations under this

I Agreement, the Authority shall return the full Performance Bond within (i) thirty (30) days
from the dismantling and removal of the Charging Stations in accordance with clause 6.5 or,
(ii) in the event that the Authority exercises its right to acquire the Charging Stations, within
I thirty (30) days from expiry of the Term.

23. Termination
I
23.1 The Concessionaire may suspend the prov1s1on of the Services and I or terminate this
Agreement immediately by written notice to the Authority if the Authority is in material
I breach of this Agreement and the Authority has failed to remedy the breach within thirty
(30) days of receiving written notice requiring it to do so.
I 23.2 Without prejudice to its other tights or remedies in terms of this Agreement and at law, the
Authority reserves the right to (i) suspend, withdraw or revoke the licence granted to the
I Concessionaire pursuant to this Agreement, and I or (ii) terminate this Agreement forthwith
by written notice to the Concessionaire:

I 23.2.1 if the Concessionaire is dissolved or struck off the register of companies maintained
by the relevant registry of companies or a winding up order is made against the
Concessionaire or a meeting is convened, resolution passed for the winding-up of
I the Concessionaire except for the purpose of a solvent reconstruction,
reorganisation, merger or consolidation which has been previously notified to, and
I accepted by, the Authority;

23.2.2 if a receiver (including fixed charge or court appointed), administrative receiver,

II manager, insolvency practitioner or similar officer shall be appointed over the whole
or a substantial part of the undertaking, property or assets of the Concessionaire;
.I 23.2.3 if the Concessionaire is unable to pay its debts as defined in Article 214 of the
Companies Act (Cap 386 of the Laws of Malta);

I 23.2.4 if the Concessionaire enters into (or proposes to enter into) a composition, scheme
of arrangement or voluntary arrangement with any of its creditors or otherwise or a
I moratorium is agreed imposed or declared in respect of or affecting all or a material
part of (or of a particular type of) the debts of the Concessionaire;

I 23.2.5 if any event or circumstance occurs which under the law of any relevant jurisdiction
has an analogous or equivalent effect to any of the events listed in the above sub-
conditions in relation to the Concessionaire.
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23.3 Without prejudice to its other rights or remedies in terms of this Agreement and at law, the

I Authority reserves the right to (i) suspend, withdraw or revoke the licence granted to the
Concessionaire pursuant to this Agreement, and I or (ii) terminate this Agreement
immediately by written notice to the Concessionaire:
I 23.3.1 if the Concessionaire is in material breach of this Agreement and either such
material breach is not capable of remedy or, if the breach is capable of remedy, the
I Concessionaire has failed to remedy the breach within thirty (30) days of receiving
written notice requiring it to do so;

I 23.3.2 ifthe Concessionaire is in Persistent Breach of this Agreement;

23.3.3 if the Concessionaire abandons the Services for more than five (5) coMecutive days;
I
23.3.4 if the Concessionaire fails to provide or withdraws the Performance Bond; and I or
I 23.3.5 if there is a Change in Control in breach of Clause 26; or

23.3.6 if the Concessionaire is found to have made any materially untrue/incorrect

statement in this Agreement.

I 23.4 In the event that the Authority terminates this Agreement in accordance with Clauses 23.2
and I or 23.3, the Performance Bond shall be forfeited to the Authority up to the amount of
the damages sustained, losses or costs suffered and duly substantiated by the Authority.
I
23.5 Termination or expiry of this Agreement for any reason shall be without prejudice to the
''
I accrued rights and liabilities of the parties on the date of such termination or expiry.

24. Force Majeure

I 24.1 If a Party (the "Affected Party") is unable to perform all or part of its obligations under this ''
Agreement by reason of a Force Majeure Event, the Affected Party shall, as soon as
I reasonably practicable, notify the other Party in writing (a "Force Majeure Notice").

24.2 The Affected Party shall have the burden of proving both the existence of any Force Majeure
I Event and the effect (both as to nature and extent) which any such Force Majeure Event has ''
on its performance.

I 24.3 If the Parties are, on the basis of the Force Majeure Notice and any supporting
documentation, unable to agree as to the existence or as to the effect of a Force Majeure ''
I Event by the date falling ten (10) Business Days after the receipt by the non-Affected Party
of the Force Majeure Notice, either Party shall be entitled to refer the matter to dispute
resolution in accordance with Clause 37.
I
25. Due Diligence

I 25.1 The Concessionaire acknowledges that it:

25.1.1 has taken into full account the information set forth in the Concession Document
I and the Letter of Acceptance, as well as any information otherwise provided to the
Concessionaire by the Authority;
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Concession Agreement

I
25.1.2 has raised all due diligence questions with the Authority before the Effective Date;

I and

25.1.3 has entered into this Agreement in reliance on its own due diligence alone and in
I entering into this Agreement has not relied on any representation, warranty,
condition or other term, express or implied, save for those expressly provided in this
Agreement and those which cannot be prohibited by law.
I 26. Assignment and Novation

I 26.1 Save as otherwise expressly provided hereunder, neither Party shall assign, novate or in any
other manner transfer or dispose of any or all of its rights and obligations under this
Agreement, whether for consideration or otherwise, without the prior written consent of
I the other Party, except as specifically provided hereunder. Provided that the Concessionaire
shall be entitled to enter into a security by title transfer or similar security arrangement in
I relation to the Car Sharing Vehicles in favour of any financial institution financing the
Project.

I 26.2 Without prejudice to the generality of the forgoing, the Concessionaire shall have the right
to, in accordance with Maltese law, assign and novate its rights and obligations under this
Agreement to a Maltese company (the "New Concessionaire") to be established as a wholly-
I owned subsidiary of the Concessionaire. Provided that the Concessionaire shall constitute
itself as joint and several surety of the New Concessionaire in favour of the Authority in
I relation to the obligations of the Concessionaire under this Agreement.

26.3 Any actual, attempted or purported assignment transfer and/or novation by a Party of any
I of its rights or obligations or interests in, under or pursuant to this Agreement that does not
comply with this Clause 26 shall be null, void and have no legal force or effect.

I 26.4 Any Change in Control in the Concessionaire and I or the New Concessionaire, whether
carried out by means of one or more transactions, shall be deemed to be a transfer or
assignment requiring the prior written consent of the Authority, which consent will not be
I unreasonably withheld or delayed.

I 27. Intellectual Property Rights

27.1 Nothing in this Agreement shall affect the ownership by either Party of any Intellectual
I Property Rights relating to software or data or any documentation, reports or other
materials which may be developed or made available by one Party to the other from time to
time (in readable or any other format) during the term of this Agreement.
I
27.2 Each Party reserves the right to use any know how (which for the purposes of this Clause
shall mean such skills, knowledge, experience, technical information, inventions or
I techniques of whatever nature utilized or gained by either Party in the course of the
performance of its obligations under this Agreement) for its own benefit or the benefit of
~I third parties, provided that such know how does not involve the infringement of any part of
the Intellectual Property Rights belonging to the other Party (or any third parties who have
licensed such rights to said Party).
I
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Concession Agreement
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28. Waiver and Cumulative Remedies

I 28.1 The rights and remedies provided by this Agreement may be waived only in writing by the
relevant Party in a manner that expressly states that a waiver is intended, and such waiver
I shall only be operative with regard to the specific circumstances referred to.

28.2 Unless a right or remedy of a Party is expressed to be an exclusive right or remedy, the
I exercise of such remedy by a Party is without prejudice to the Parties' other rights and
remedies. Any failure to exercise or any delay in exercising a right or remedy by either Party
shall not constitute a waiver of that right or remedy or of any other rights or remedies.
I
28.3 The rights and remedies provided by this Agreement are cumulative and shall, unless
otherwise stated, not be exclusive of any right or remedies provided at law.
I
29. Relationship of the Parties
I 29.1 Nothing in this Agreement is intended to or shall operate to create a partnership or joint
venture of any kind between the Parties, or to authorise either Party to act as agent for the
I other, and neither Party shall have authority to act in the name or on behalf of or otherwise
to bind the other in any way (including but not limited to the making of any representation
or warranty, the assumption of any obligation or liability and the exercise of any right or
I power).

Severance
I 30.

30.1 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
''
I jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of
any other provision of this Agreement, or the legality, validity or enforceability in any other
jurisdiction of that or any other provision of this Agreement.
I 30.2 If any one or more of the provisions are alone or together deemed to be illegal, invalid or
"

unenforceable, the Parties shall negotiate in good faith to modify any such provisions so that
I to the extent possible they achieve the same effect as would have been achieved by the
invalid or unenforceable provisions.

I 31. Further Assurance ''

I 31.1 Each Party undertakes at the request of the other, and at the cost of the requesting Party to
do all acts and execute all documents which may be necessary to give effect to the meaning . '
of this Agreement.
I 32. No Liability for Review

I 32.1 No review, non-objection or approval by the Authority of any drawing, specification or

design proposed by the Concessionaire in connection with performing its obligations under
this Agreement shall relieve the Concessionaire from any liability that it would otherwise
I have had for its negligence in the preparation of such drawing, specification or design, or
failure to comply with applicable law, or to satisfy the Concessionaire's obligations under
I this Agreement, nor shall the Authority be liable to the Concessionaire by reason of its
review, non-objection or approval of any such drawing, specification or design.

I ''

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Concession Agreement
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33. Amendments, Entire Agreement

I 33.1 No amendments may be made to this Agreement unless they are in writing and signed by
the authorised representative of both Parties.
I 33.2 An amendment to this Agreement shall only be considered by the Authority if it complies
with the provisions of the Concession Contract Regulations.
I 33.3 This Agreement, together with the Concession Instruments, contains the entire agreement
between the Parties with respect to the subject matter of this Agreement and supersedes
I and extinguishes any prior drafts, agreements, undertakings, understandings, promises or
conditions, whether oral or written, express or implied between the Parties relating to such
subject matter.
I
33.4 In the event of any conflict between the provisions of this Agreement and any of the
I Concession Instruments, the conflict shall be solved by reference to the following order of
priority:

I 33.4.1 this Agreement;

33.4.2 the Concession Document;

I
33.4.3 the Letter of Acceptance;

I 33.4.4 the Bid.

34. Survival of Obligations

I
34.1 Notwithstanding anything contained herein to the contrary, the prov1s1ons which are
I expressed to survive expiry or termination, or which are impliedly expected to do so, shall
survive expiry or termination of this Agreement for any reason whatsoever and shall
continue in full force and effect thereafter.
I 35. Third Party Rights

I 35.1 This Agreement is intended solely for the benefit of the Parties hereto. A person who is not
a party to this Agreement has no right under article 1000 of the Civil Code (Cap. 16 of the
laws of Malta) to enforce any term of this Agreement.
I
36. Notices
I 36.1 Any notices given under or in relation to this Agreement shall be in writing, signed by or on
behalf of the Party giving it and shall be served by delivering it personally or by sending it by
I registered mail or by fax or by email to the address and for the attention of the relevant
Party notified for such purpose or to such other address as that Party may have stipulated in
accordance with this Clause.

36.2 A notice shall be deemed to have been received:

36.2.1 if delivered personally, at the time of delivery; or

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Concession Agreement

I
36.2.2 if sent by fax or email, on receipt of a successful transmission report by the sender if
sent before 16:00 hours of any Business Day and otherwise at 09:00 hours on the
I next Business Day.

I 36.3 As at the date of this Agreement, the Parties choose the postal and physical addresses and
contact details set out below:
r-"""- -- _, --,···· .....
I
~
···-·-----~·

[Name: Authority for Transport

iL--:-:-----+
Address:
. ·--
Malta Transport Centre
I . Marsa MRS 1917
;
I Malta
I I Attentio_n_:____ rj ~C~ha~i-rm--an--a-nd~C~Eo=----
I Mr. James Piscopo
JI
:Name: CAR2GO Ltd.

I Address~ ! 199 "

_:
! Main Street f I

I I Haz·Zebbug ZBG 1302

Malta

I l~-----·

Fax Number: (+356) 9945.5052

''
I Attention Mr. Gil Leizer

I
36.4 Either Party may change its nominated address to another address in Malta (but not to an
. '

address in any other country) or its contact details by giving at least fifteen (15) days prior
I written notice to the other Party.

37. Governing law and Dispute Resolution

''
37.1 This Agreement shall be governed by and construed in accordance with the laws in force in
I Malta from time to time.
''
37.2 Any disputes relating to this Agreement shall be referred to the Courts of Malta.
I
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first
above written.
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Concession Agreement

I
Schedule 1-Project Specifications

I 1.1 General Objectives of Project

I 1.1.1 This Schedule provides characteristics of the Project, including system installation and
operations, Service Area, Charging Stations, Car Sharing Vehicles and other equipment
(including both software and hardware).
I 1.2 Use

I 1.2.1 The Services must be operated on a twenty-four (24) hour, seven (7) day a week basis.

1.2.2 The Services must be based on a pre-booking web/app-based application .already tested
I and in operation in major cities in the world. Customers must be able to access Car
Sharing Vehicles through an on-line real-time booking system in the form of a software

I application, at any time of day, with automatic billing and direct debit.

1.3 Charging Stations

I 1.3.1 The Concessionaire shall, by not later than the Scheduled Start Date, install the number
of Charging Stations indicated in Annex 2 hereto for the relevant location forming part of
I the Service Area.

1.3.2 The Concessionaire shall maintain the number of Charging Stations indicated in Annex 2
I hereto for the relevant location forming part of the Service Area for the duration of the
Term, unless otherwise expressly agreed in writing with the Authority.

1.3.3 The designs attached to this Agreement as Annex 1 shall not be changed without the
written consent of the Authority. All designs of Charging Stations (including the designs
attached hereto as Annex 1) shall be subject to prior approval of the Authority (which
shall not be unreasonably withheld or delayed) and the Planning Authority (which shall
not be unreasonably withheld or delayed), as applicable.
I
1.3.4 No electrical service will be provided by the Authority other than the undertaking of
certain infrastructure works allowing for electricity (as expressly provided in Clause 2.2 of
I this Agreement) to be delivered to the Public Parking Spaces whereupon the
Concessionaire shall install the Charging Stations. The Concessionaire shall obtain the

I electricity supply and all appropriate permits for electrical service and installation of the
Charging Stations at its own costs and expense, should these be required. The
Concessionaire shall be fully responsible for consumption costs and the Authority will not
I be responsible for or provide funding for electrical service.

1.3.5 Each Charging Station shall have the capability of charging at least two (2) vehicles
I simultaneously.

1.3.6 Concessionaire shall keep the Charging Stations reasonably clean.

I
1.4 Vehicles

I 1.4.1 The Concessionaire shall be fully responsible for procuring, supplying and deploying the
Car Sharing Vehicles for the Project.
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Concession Agreement

I
1.4.2 A total of one hundred fifty (150) fully battery electric vehicles shall be made available in
accordance with the terms of this Agreement.
I
1.4.3 The Concessionaire shall be required to provide one hundred forty (140) non-commercial
I Car Sharing Vehicles and ten (10) commercial Car Sharing Vehicles, as set out in Annex 4
hereof.

I 1.4.4 All Car Sharing Vehicles shall at all times be in conformity with EU Standards, including
any safety features, mechanism and build quality.

I 1.5 Service Areas

1.5.1 The Project shall be implemented in the locations indicated in the ta.ble attached hereto
I as Annex 2 (the "Service Areas"), in the areas to be specifically indicated in the plans to
be attached as Annex 3.

I 1.5.2 The Concessionaire shall not, without the written consent of the Authority, implement
the Project in any other location and I or install Charging Stations in an area other than
I that specified in Annex 2 and to be attached as Annex 3.

1.6 Fleet and Fleet Management

I
1.6.1 The Project must be launched with the minimum Car Sharing Vehicles indicated in Annex
4. The Concessionaire shall maintain such minimum for the duration of the Term, unless
I otherwise agreed in writing with the Authority.

The Car Sharing Vehicles must be properly maintained in accordance with Good Industry ''
I 1.6.2
Practice and the manufacturer's recommendations, reasonably clean, sufficiently
electrically charged and in good working ord.er prior to use by a Customer.
I 1.6.3 The Concessionaire shall ensure that basic accessories are included in the Car Sharing
''
Vehicles and available for use, including; charging point access.
I
1.6.4 The Concessionaire shall be required to provide substitute Car Sharing Vehicles whenever
a Car Sharing Program vehicle becomes unavailable due to accident, breakdown, or other
I emergency occurrence. Substitute Car Sharing Vehicles may be provided by outside ''
contractors, such as a rental car company, upon approval of the Authority. Use of

I substitute Car Sharing Vehicles is permissible for up to fifteen (15) Business Days, unless
otherwise approved in writing by the Authority.
''

I 1.6.5 The Concessionaire shall ensure that all Car Sharing Vehicles are registered with a road
side assistance provider. In case of a car breakdown during a booking, the Concessionaire
must ensure that the user is attended to within a reasonable time frame and make sure
I that the user is provided with alternative transport to the destination intended.

1.6.6 Car Sharing Vehicles shall be easily identifiable by specific branding and wrapping for the
I benefit of the public, service members and enforcement agencies. The Authority will
make sure that each vehicle shall be marked on the VERA system as a Car Sharing
I Program vehicle to benefit from applicable incentives and dedicated exclusive parking
spaces.
I
'
I 1.6.7 No CVA shall be payable for electric vehicles entering Valletta.

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Concession Agreement

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1.7 customers

I 1.7.1 Vetting of members to be accepted to use the Services will be the responsibility of the
concessionaire.

I 1.7.2 The Concessionaire shall ensure in the registration process t11at all Customers are in
possession of a valid driver's licence.The Concessionaire shall include in the service
I contact with its Customers that it is the Customer's responsibility to drive with a valid
driver's licence. If the Customer or any other person is caught driving with an invalid
driver's licence he shall be in breach of the services agreement and will be responsible for
I any breach of law.

1.7.3 The Services shall be available to all those interested without any unfair discrimination,
I however the minimum age for drivers that would be eligible to become Customers of the
program and sign a contract with the Concessionaire shall be the discretion of the
I Concessionaire. Provided that the minimum age shall be between eighteen (18) and
twenty-three (23) years of age. The Concessionaire may charge an additional premium
depending on age, including for users who are under the age of twenty-five (25).1n
I addition, any custmer of the service shall have available on his credit card balance a
sufficent security deposit for the first month of use.

I 1.8 Customer Fees

I 1.8.1 Concessionaire shall ensure that its fare structures meet the following goals:

(i) Provide a simple, easily understood system for all Customers.

I (ii)
(iii)
Reflect the true value to Customers.
Promote the use of Car Sharing Vehicles for short trips.

I 1.8.2 Fees to Customers shall be charged at an all-inclusive payment rate, which shall include
all of the associated costs such as electricity, insurance, yearly road licence costs,
maintenance costs and associated repair costs, depreciation costs and parking costs.
I
1.8.3 The Charges payable by Customers are indicated in Schedule 1 Annex 6 and shall not be

I changed without the written consent of the Authority.

1.8.4 The Charges are to be clearly indicated on the website or any other marketing material
I intended to market the Services. The Charges are to be the same for all Customers at all
times whether locals or tourists. Special packages may be offered according to the level
of Service and duration of time in which Car Sharing Vehicles are used (but in any event,
I charges shall not be more than the Charges).

1.9 Data Collection and Reporting

I
1.9.1 The Concessionaire must maintain current, detailed data on Customers and Vehicle

I usage. This data will be presented monthly to the Authority in accordance with Annex 5.

1.9.2 The Concessionaire shall provide monthly and quarterly performance reports to the

I Authority in accordance with Annex 5. Monthly reports must be delivered no later than
fifteen (15) days after the month's end, and quarterly reports must be delivered no later
than twenty (20) days after the quarter's end.
I 1.9.3 Concessionaires shall comply with the Data Protection Act (2001).

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Concession Agreement

I
1.10 Marketing and Recruitment Activities

I 1.10.1 The Concessionaire shall maintain a member database and provide current and
prospective Customers access to its website which will provide all pertinent information
I relating to the Car Sharing Program.

1.10.2 The Concessionaire shall prepare all marketing materials and promote the use of car
I sharing.

1.11 Software
I
1.11.1 The Concessionaire shall be responsible for regular operation of the Car Sharing Program.

I 1.11.2 In order to reserve a Vehicle and access information regarding Vehicle locations and
additional parameters, the Concessionaire shall provide the Customers with the following

I options:

(i} Website.
(ii} Mobile site.
(iii) Smart phone application.
(iv) Customer service centre (at Concessionaire office I retail outlet) for speaking
I with a customer service representative will be open in the following hours:
a. Monday: 08:30- 18:30
b. Tuesday: 08:30- 18:30
I c. Wednesday! 08:30- 18:30

I
d. Thursday:08:30 -18:30
e. Friday: 08:30- 18:30
.
'

f. Saturday: 8:30 -14:30

I
1.11.3
g. Sunday: Closed

The Concessionaire shall operate a remote customer service call centre twenty four {24)
. '

hours a day, seven {7) days a week.

I
1.11.4 The Car Sharing Program shall make available to the Customer the following applications:

I (i) Vehicle reservation . '

(ii) Cancellation of an existing reservation.
I (iii) Viewing future charges and existing charges.
(iv)
(v)
Viewing previous bills.
Interface for providing feedback to the customer service department.
.'
I (vi) Management of personal information.
(vii) Management of information for contract persons.
(viii) Change of Password.
I (ix) Change credit card information
(x) Change preferences regarding whether the customer wishes to receive bills by
I (xi)
mail or digitally signed tax invoices sent by email.
Option to receive marketing emails and advertisements as well as system
messages via emaiL
I 1.11.5 The Concessionaire shall, if requested by the Authority, grant the Authority the right to
include the Concessionaire's application (such as mobile app or similar) in the Authority's
I national journey planner (in the event that a national journey planner or similar planner is I '

implemented).
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Concession Agreement

I
Annex 1- Designs and Specifications

I Document A- Car Sharing Vehicles

I Dimensions

I
I
I
I
I
I
I
I

I• Dimension cliagrams Techn1cai specif1Cat1on

"""""'.,.-,,.,
•,;.: < •'
~h m,r,-•..., ....
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I
I .~ ..

I ~·:" .......... ,...•

.
I
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I
I
I
I
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Concession Agreement

I
Document B- Charging Stations

I ·' '

''11-.;Jt:, ;;,.;·-
-~-

I ·~_ft,:~univt
P~~~~-;l~n"
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Concession Agreement

I
Annex 2- Service Areas, Public Parking Spaces and Charging Stations'

I No. Locations' Number of Parking Charging Station Type

Space
I 1 University Ring Road, 8 STAR
Msida
I 2 Triq Dun Karm, Msida 8 STAR
-·-
I 3 Triq Kordin, Paola 8 STAR

4 Sliema Ferry, Boat 8 STAR

I Street, Valletta 8
---
5 Roundabout at start of 8 STAR
I Xatt il-barriera, Valletta

6 Car park in Triq nofs in- 8 STAR

I Nhar corner with Triq
Sant' Andrija

I 7 Park & Ride Florian a 12 STAR

I 8 Sliema Ferry, Triq IX·

Xatt, Sliema
8 STAR

-
I 9 Area Triq ix-Xatt corner
with Triq ii-Forti
8 STAR

Manoel
I 10 Ta Xbiex Marina 8
--
STAR
Parking, ix- Xatt ta' Ta
I Xbiex, Ta Xbiex

11 GF Abela Junior College, 8 ·STAR

I Triq J Borg, Msida,
Malta
-
I 12
i
Triq Manwel Dimech 10 STAR
I corner with lr-Rampa
--
I
'Locations marked as Star to be finally determined after discussions between Transport Malta, the
Concessionaire and Local Councils to fit Transport Malta policy on the provision of local transport hubs in
I these localities. These must reflect requirements in Concession Document, as marked with an asterisk
therein.

I Locations are solely indicative of Concessionaire's preference. On·street car parking spaces to be allocated
shall be finally determined following conclusion of discussions with the respective local councils and the
Authority. Transport Malta shall only be responsible for public parking spaces and any spaces included in
I this Annex 2 which are on privately-owned and I or operated property will not be provided by Transport
Malta but by the Concessionaire through agreements with the relevant private owner or operator, at its
own cost and expense.
I
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Concession Agreement

I
ta' San Giljan, Ballutta
Bay, St Julians
I
13 Concessionaire to make 10 STAR
agreement
I an
covered parking
with
of
Intercontinental Hotel,

I or Bay Street car park,

Triq Santu Wistin, St
Julians'

I 14 Pembroke Park & Ride 8 STAR

3, Pembroke, Malta

I lS Bulebellndustrial Estate 10 STAR

parking area, Bulebel,

I Zejtun, Malta

16 Triq Valletta, 11-Mosta, 8 STAR

Malta- in the parking
lot

I 17 BOV ATM Hal-Far, Hal

Far, Malta
8 STAR

I 18 Parking
Deloitte
area
Malta
near
and
8 STAR

Foresta Is
''
I corner with Triq il
BirrcrijJ, Mriehel
Bypass, .

I B'Kara, Malta

I
19 De Paule Avenue, San
Anton, Attard, Malta
8 I STAR
i
; 20 Triq tal- Muzew near 8 I STAR
I I
Rabat Petrol Station I ''
Car Park, Rabat, Malta I'
I I '
I r 21 1 Near Foster Clarks 8 . STAR
'
I
I Products Ltd, Industrial I'

. Estate, San Gwann,

I I Malta
_j
122 Triq iz-Zejtun, in front iS
I of Marsax!okk Parish
STAR
I
I Churc~. Marsaxlokk,
I Malta

I L
23 Parking area in Smart
City Malta Ltd, Kalkara,
6 :STAR
j
'These spaces will not be provided by Transport Malta but by Concessionaire at 1ts own cost and expense
I I '

I
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Concession Agreement

I ---::- ---· ----------

Malta near the Laguna
and Ftias Back office
I Services

Parking area visible on StAR

I Xatt ii-Forn between
8

zejt and roundabout,

I parallel to Triq San

Lawrenz, Vittoriosa,
,~~~----,--,--1--:-c,--------- -+:=-:-:=---------
I 25 Car park at Malta
International Airport,
14 STAR

Luqa, Malta

I agreement to
entered into between
be

Concessionaire and
I owner I operators of
car park I-::-·------ --1-::::-::--------------
26 Marsa Park & Ride, Triq 8 STAR
I 1-iljun, Qormi

27 Pjazza Narbona near 8 STAR

I San Bastjan Church,
Qormi, Malta.
I
I :;·-:-8-+::-:--··~-:-:--:-·---:r-=-·-----t--::::-:-::-------------
<
1
Triq •1-Knisja corner
8
· with lriq Toni Bajada,
51 AR

Saint Paul's Bay, Malta.

I I-_
77.. 9--+--:-M--:-a--:-lt-a-------N-a-tio-nal 8 -----------:-s'"r=A-R::--------

I I Aquarlum Car park, Triq

it-Trunciera, San Pawl ii-
L___-LBahar,M~--~~---------+----------------
30 I Cirkewwa ferry termi~al 1 8 \, STAR
I ; , car park, Triq il-Marfa, :
i Mellieha, Malta. \
' Car park at the Gozo I 8 STAR
I . ferry terminal, Mgarr, I
j

Gozo.

I ---~-:::-:--=-~--::--
32 1 Triq Gorgio Borg Olivier, • 8

1 Victoria, Gozo
____i
I of i-::8--
-_ _ _ j ______________ _

i 33 I Parking near church

j \ St Augusine, Victoria, 1

I '

I
Gozo
i
--:-5-T-A--::R-----
! Marsalforn parking area •8

I in
1
j Triq ii-Wied,
Marsalforn, Gozo.
~-=-+-;-;~:;::::"-'-"..:::::-==-:._-;_+-:-:----
' 35 ' Xlendi car park, 8 i SIAR
I Munxar, Gozo

>6 Ramla Beach Car Park, - 4 l SIMPLE

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I ~- Xaghra, Gozo

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Concession Agreement

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37 Public Parking area, 4 SIMPLE
Ggantija, Xaghra, Gozo
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38 Azure Window Car park, 4 SIMPLE
San Lawrenz, Gozo.
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39 Misrah il-parrocca, 4 SIMPLE

I Mellieha, Malta

40 Car Park area, Triq il- 4 SIMPLE

I Marfa, Ghadira Bay,

Mellieha, Malta
---
I 41 Car Park area, Triq tal-
Prajjet, Mellleha, Malta
4 SIMPLE

-42 Dawret ii-Qawra near 4 SIMPLE

I Sunny Coast Resort and

Spa, Qawra, Malta.
43 Parking in Triq il- 4 SIMPLE
I Parrocca, Mosta in front
of Rotunda Santa Marija
Assunta Church. ''
I 44 MCP Car Park, Great 8 SIMPLE
'

Seige Road, Floriana,

I Malta. Agreement to be
entered into between
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Concessionaire and r,
I owner I operators of
car park
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I f-45 I cCr park area in main

------
4 SIMPLE ''
square - Triq il-
Parrocca, in front of St
I I Nicholas Church,
Siggiewl, Malta.
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I 46 :, Tri q if Kni S]a,
· in fr ant of 4
--
I sI M,pLE r'
St Philip Church,
I Malta.
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147 --T-riq ii-Kbira, Mgarr, in ! 4 SIMPLE ' '
front of the Parish !
I church of the
Assumption of the I

I \ Blessed Virgin Mary,

I Malta.
------- ------·--
1 48 i Triq ii-Parrocca:· next 4 to. S!M?lf

I Naxxar Parish Church,

---+Naxxar, Malta.
\ 49 Triq Sa.:..n:.::::;P:..aw'-'-:-1,-co_r_n.er : 4 j Sl't.PLE
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I 50 · Triq il-wiesgha in front ; 4
i of Ghar_~hur Ch!Jrch, Hal _ _ _ _j '
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Concession Agreement

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- Gharghur, Malta
Triq San Piju V, corner 4 SIMPLE
I 51
with triq ii-Kullegg,
Rabat, Malta.
--
I 52 St Paul's Street, near St
Mary's Parish Church,
4 SIMPLE

Dingli, Malta.

I 53 Triq Sir Ugo Mifsud, in

front of Lija Parish
4 SIMPLE

church, Lija, Malta.

------
I 54 Triq Ganu, near St
Anne's Clinic, B'Kara,
4 SIMPLE

Malta.
I 55 Near Malta Fairs and
Convention Centre
4 SIMPLE

(MFCC) Ta Qali, Malta.

-
,I 56 Triq id-Dirsa, corner
with Triq il Mirda,
4 SIMPLE

Attard, Malta -
I 57 Triq ii·Kbira in front of
Balzan parish Church,
4 SIMPLE

Balzan, Malta.
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58 Is Santwarju near HSBC 4 SIMPLE
ATM and Parrocca Sant'
I Elena, B'kara, Malta.
59 Psaila Street, near 4 SIMPLE
Eurosport, B'kara,
I Malta.

60 St. Joseph High Street 4 SIMPLE

I near Daniel's shopping
'
mall, Ham run, Malta
Triq it-Torri, near New ~ 4 SIMPLE
I 61
York Best, Sliema, Malta
6? Triq sir Adrian Dingli, 14 SIMPLE

I Sliema, Malta.
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63 Triq Ta' L·lbragg, near 1 4 f' SIMPLE '

I Mary Immaculate j I
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church, Swieqi, Malta. !
r-64 Vjal ir-Rihan near San '4 1 SIMPLE

I Gwann Pollee Stat•on,

San Gwann, Malta.
Triq ii-Mediterran near I4 I SIMPLE
I MedJterranean
Conference Centre. -~·
Valletta, Malta .
I 1 Telgha
Gwardamangia,
ta
near
.4 SIMPLE
(
I Pjazza San Luqa, P1eta,
I Malta.
Triq ii-Lampuka near :4 ~ SIMPLE
Paolo Parish Church,
I i Tarxien, Malta. I
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Concession Agreement

68 Misrah ir-Repubblica 4 SIMPLE

near Zejtun Parish Hall,
I Zejtun, Malta.
69 Triq iz-Zonqor, near 4 SIMPLE

I Marsascala
church,
Parish
Marsascala,
Malta.

I 70 Triq ii-Grigal, near St

Philip's church, Senglea,
4 SIMPLE

Malta.
-
I 71 Triq 9 ta April, near
Maltapost, Luqa, Malta.
4 SIMPLE

--
I 72 Triq is-Sajjied,
Parish Church of St
near 4 SIMPLE

Peter•s, Birzebbugia,
I 73
Malta
Trlq Wied iz-Zurrieq, 4 SiMPLE I
near triq il Madonna
I i tar-Ruzarju car park,
Zurrieq, Malta.

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Concession Agreement

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Annex 3- Charging Stations locations on Plans

I Subject to discussions with Transport Malta and Local Councils at a later stage

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Concession Agreement

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Annex 4- Number of Car Sharing Vehicles and Charging Stations

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: Description
-- ---~--·-·------------------- -·-r-::::-.----·
j Bidder Offer

I : Total numbe;-;;1. Car Sharing Vehicles in initial fleet to

i be deployed in Car Sharing Program
150

I ~umber of plug-in electric Car -Shar;ng Veh~les in 150

fleet _

I 1
· Number of non-commercial Car Shanng Vehicles
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140

f-Numbe;~·of commercial Car Sharing Vehicles i 10

I I Number of on-street car charging stations ~25
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Concession Agreement

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Annex S- Data Format

I 1. Report of the total number of subscribers (Data will be divided to individuals accounts and
business accounts):
I {a) The number of subscribers who joined the service

I (b) The type of subscription

(c) The number of subscribers terminated and their type

I
{d) The number of subscribers renewed and their type

I 2. Reports from vehicle systems:( Data will be divided to basic car type and commercial type):

(a) Total distance of the cars of the service

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(b) Average distance per ride
I (c) Total trip's duration of the cars of the service

I (d) Average duration per ride

Reports based on GPS data:

I (a) Most common driving destination

I (i) By citizens

(ii) By tourists
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(b) Average duration use of a vehicle in the service per month

I 4. Other reports:

I (a) The most used hour of the day

(b) The most used day of the week

I {c) The parking locations with the highest demand

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Concession Agreement

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Annex 6- Charges
I Schedule 1- Charges to Customers
.-----------------------.--------..,-:-;:--;:-;----------
I Charge Amount in Euro (()

Driving Vehicle (other than Stopover) €0.28 per minute

I Monthly Membership €7

~·~~.----~~----~-~~~-~-~,~------·-----­
I Special Cleaning or Repair due to violation of €50
Concessionaire lease terms

I -----~---~-~----
Fee for issuing new member card €5

Service drive to Vehicle due to fault of Customer €50

I --·-- - - , - -
Order Cancellation Fee (only payable upon three €2
cancellations In one year)
1------,-·-------------1--·----·
Stopover (Customer stops parks, with ignition off) €0.14 per minute i
__j ''
I ---------·----------L

Business Package
I
·--~
I Charge , Amount in Euro (€)

I f----·-:--c,..-;--;---:--'""7"------1----..- - - - · - - -
1 Driving Vehicle (other than Stopover) €0.26per minute
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, Membership (15 Customers)

Every additional Custome~

. Special Cleaning or Repair due to
-
€50 per month
-·--··--------
: €5 perm onth
·-·-------

violation of 1 €50_______ .._.._ ............- -...- - - - - - - - - ·-~

Concessionaire lease terms
I ·--·-··----. ''

I Service drive to Vehkiedue to fault of Customer ' €50 · - - - - - ·

!
-~ ----
--·-·-.
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i Order Cancellation Fee--( only payable upon three €2··-----·
I i canceliations in one year) I
---·------------·---·----____._._,L_..,~""' c.-o• ·-· ,------~·----
Stopover (Customer stops parks, with ignition off) · €0.13 per mmute
I --·-~~·· - - - - - " · - - · · - - ·-·~-------- -------'~--~-~~...-·-·-···-~'··----~--------------·--......;

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Concession Agreement

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Schedule 2- Concession Fee

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Concession Fee- Year 2 €35,000 (Thirty Five Thousand Euro)

I Concession Fee- Year 3 €35,000 (Thirty five Thousand Euro)

I Concession Fee- Year 4 €35,000 (Thirty Five Thousand Euro)

Concession Fee- Year 5 €35,000 (Thirty Five Thousand Euro)

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Concession Fee- Year 6 €35,000 (Thirty five Thousand Euro)
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Concession Fee- Year 7 €35,000 (Thirty Five Thousand Euro)
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Concession Fee- Year 8 €35,000 (Thirty Five Thousand Euro)

I Concession Fee- Year 9 €35,000 (Thirty Five Thousand Euro)

I Concession Fee- Year 10 €35,000 (Thirty Five Thousand Euro)

I Total Concession Fee €3f5,000 (Three Hundred Fifteen Thousand Euro)

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Concession Agreement

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Schedule 3- Service Credits

I c:scription_ of :efau It--

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Penalty €

--
I 1 Services unavailable on an_y day. €500 per day

I Members are not able to access Car Sharing Vehicles through an

on-line real-time booking system due to a system failure of the
€100 per day

Concessionaire's bookings ystem failure.

I Charging Station out of service for more than two (2) business days. €200 per event

I Less than one hundred thirty seven (137) non-commercial Car €200 per day
Sharing Vehicles and eigh t (8) commercial electric vehicles are in
operation on any day (incl uding any substitute Vehicle as permitted
I in terms of this Agreement I ;
-----
Charging Stations or Vehic le found not to be in a clean and sanitary €100 per day
condition

Any Vehicle in operation not being maintained as required in terms €250 per day
---
.'

I of this Agreement or Vehi cle stops for Customer due to insufficient

charge at the beginning of the driving (e.g. less than 25%}
i
I Member registered with Car Sharing Program without providing a
- €1,000 per event- -
valid driver's licence
I 1-------------::----:-
Customer does not find a Vehicle in Service Area after being duly €250 per event
--
reserved by Customer _ _ _ _ _ _ _ _ _ j_ _____________ _ j

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