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FRAMEWORK AGREEMENT FOR THE ESTABLISHMENT OF THE SOUTH WEST FUNCTIONAL AIRSPACE BLOCK - SW FAB

BETWEEN

Entidad Pública Empresarial Aeropuertos Espanoles y Navegación Aérea, AENA

ANO

Entidade Pública Empresarial Navegação Aérea de Portugal= NAV Portugal

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The presenl Framework Agreemenl for lhe Establishmenl of lhe Soulh Wesl Functional Airspace Block (hereinafter the Agreement) is entered into

BY ANO BETWEEN: Entidad Pública Empresarial Aeropuertos Espanoles y Navegación Aérea, AENA, a business public entity established and existing pursuant to the laws of Spain with its registered office at Arturo Soria 109, 28043 Madrid (Spain), represented for purposes of this agreement by its authorized representatives, Mr. Ignacio González Sánchez, Director of Air Navigation. (hereinafter referred to as "AENA") ANO Entidade Pública Empresarial Navegação Aérea de Portugal, NAV Portugal, EPE,established in Portugal, a public company organised and existing under the laws of Portugal, with its registered office at Rua D, Edifício 121, Aeroporto de Lisboa, 1700-008 Lisboa (Portugal), represented for purposes of this agreement by its authorized representative, Mr. Luís Filipe Ottolini Bebiano Coimbra, and Mr. Luís Filipe Montes Palma de Figueiredo, respectively, President and Member of the Board of Admnistration of NAV Portugal, E.P.E.. (hereinafter referred to as "NAV Portugal") (hereinafter

collectively "the Parties" and individually as "the Party")

WITNESSED

TAKING INTO CONSIOERATION ali applicable creation of the Single European Sky (SES).

European Union legislation

relating to the

WHEREAS, the first package of the SES legislation approved in 2004 laid down a firm legal basis for a seamless, interoperable and safe air traffic management system; and the second package approved in 2009 reinforced those challenges with a greater emphasis on environment and cost efficiency.

WHEREAS, the establishment of Functional Airspace Blocks (FABs) is a key element of Single European Sky as they are expected to be a fundamental tool to reach the performance objectives that the SESinitiative requires to the European air traffic management network, as established in Regulations (EC) NQ 549/2004 to 551/2004, and particularly according to Article 9a of Regulation (EC) NQ550/2004, amended by Regulation (EC) NQ1070/2009 which establishes by 4 December 2012 Member States shall take ali necessary measures in order to ensure the implementation of FABs.

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WHEREAS, the COMMISSION REGULATION (EU) No 176/2011 of 24 February 2011 ~ lays down the requirements for the information to be provided by the Member States concerned at the latest by 24 June 2012 to the Commission, the European Aviation Safety Agency (EASA), other Member States and interested parties before the establishment and modification of a functional airspace block as well as the procedures for the provision of the information to and submission of observations from the parties referred to two months after receipt of the information before notification of the functional airspace block is made to the Commission.

WHEREAS cooperation between Portugal and Spain has traditionally been unconstrained by national boundaries, as Aena and NAV Portugal cooperate in the different fields of ATM (LOAS, Delegation of ATS) as well as exchanging and sharing surveillance data.

WHEREAS, the FABs are key enablers for enhancing cooperation between air navigation service providers in order to improve performance as a consequence of the implementation of the EU Performance Scheme, create synergies and increase cross border provision of air navigation services.

WHEREAS, the FABs are fundamental tools for Member States in order to ensure dose cooperation and coordination with the Network Manager, such as in strategic planning levei and tactical daily flow and capacity management.

WHEREAS, the geographic location of Portugal and Spain at the edge of Europe in an area which is the gateway in terms of air trafflc to Central and South America over the Atlantic, means that they are natural partners for a FAB and as such both States are developing the FAB initiative towards the establishment of a functional airspace block in the South West (SW) of Europe (SW FAB) in compliance with the State Agreement between the Kingdom of Spain and the Republic of Portugal to be signed in this regard following the Article 9a of Regulation (EC) Nº 550/2004 as amended by the Regulation (EC) No 1070/2009 of the European Parliament and of the Council of 21 October 2009.

WHEREAS, AENA and NAV Portugal are main stakeholders of the SW FAB initiative and actively participate in tasks towards the establishment and implementation of the SW FAB. WHEREAS, AENA and NAV Portugal have as a common purpose the promotion and development of cooperation in operations and service provision as well as in the technical area of air navigation related services which will encourage and foster the development and innovation of civil air navigation services.

WHEREAS, there are possible areas of mutual commercial interest for cooperation in the research, development, deployment and exploitation of air navigation and air traffic control systems and services in the framework of EU technological programmes, i.e. SESAR. HAVING REGARD TO the Letter of Intent (Lol) that was agreed and signed between AENA and NAV Portugal on the 14th July 2005 and revised on the 29th of February 2008, in order

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to enhance

benefits

and efficiencies

to the air navigation

assessment of options for the establishment

services and promote

the

of a functional airspace block.

HAVING REGARD TO the Memorandum of Understanding (MoU) signed on March 17th 2009 between Spanish and Portuguese civil aviation authorities and service providers (Instituto Nacional de Aviação Civil - Portugal, Dirección General de Aviación Civil and Agencia Estatal para la Seguridad Aérea - Spain, AENA and NAV Portugal), establishing the formal framework for cooperation in the SW FAB initiative.

HAVING REGARD TO the Memorandum of Cooperation between Aena and NAV Portugal (hereinafter the MoC) signed on 16th May 2001 which establishes and outline a collaboration and programmatic framework to enable the co-operation between the parties in the area of the air navigation services so as to facilitate the undertaking of joint collaborative programmes and activities and the interchanging of knowledge, and includes as an integral part the Annex W 2 of the Memorandum of Cooperation for the SESARResearch Assistance Subcontract which intends to define the terms and conditions between Aena as a SJU Member and NAV Portugal as Associate Partner of Aena to assist in performing and executing of a lirnlted part of the activities awarded to Aena of the SESARATM research and development Programme.

NOW THEREFORE, the Parties, agree to proceed to the Agreement, terms and conditions as set out in the following.

ARTICLE -1.

in accordance to the

PURPOSE

The purpose of this Agreement is to both establish and outline a collaboration and programmatic framework, associated working and funding arrangements which, based upon the principie of fairness and reciproca I compensation and mutual benefit, enable the cooperation between the parties in the area of the air navigation services as for the establishment of a FAB facilitating the undertaking of joint collaborative programmes and activities as well as the interchanging of knowledge and expertise, thus improving Europewide ATM network operations within the Single European Sky and contributing to the achievement of European Union-wide performance targets.

This is why AENA and NAV Portugal hereby agree to jointly collaborate in the establishment, implementation and operation of the SW FAB, regardless of existing boundaries and aiming to achieve the required capacity and efficiency of the air traffic management network within the Single European Sky while maintaining a high levei of safety and a reduced environmental impact and in fulfilment of the requirements stemming from Commission Regulations (EC) NQ 549/2004 to 551/2004, and particularly according to Article 9a of Regulation (EC) NQ 550/2004, amended by Regulation (EC) Nº 1070/2009 and Commission Regulation (EU) No 176/2011.

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ARTICLE - 2.

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GENERAL SCOPE ANO PROGRAMMATIC

1. The scope of collaboration

E.P.E.

FRAMEWORK

is to cover but not limited to the following items:

•

Collaboration towards the establishment and implementation of the South West Functional Airspace Block (SW FAB), fulfilling the requirements and the deadline set by the above mentioned regulations, enhancing the cooperation between en-route air traffic service providers and aiming to obtain an improved and increasing cross border provision of air navigation services.

•

Increase interoperability in new developing systems and operational procedures, working towards harmonisation of technical systems and the cost-efficient deployment of infrastructure for the provision of communication, navigation and surveillance services by both ANSPs, aiming to achieve component wise improvement.

•

Joint or coordinated representation in any high levei forum oriented to the implementation of the Single European Sky, especially in those fora where the European institutions require or recommend a representation at FAB levei, i.e. NMB (Network Management Board), ANSB (Air Navigation Services Board), IDSG (Interim Deployment Steering Group).

•

Coordinated participation in SW FAB committees, working groups or any other high-Ievel groups as requested by the established SW FAB governance body.

•

Formalisation of both organisations' working relationships by means of written agreements or equivalent legal arrangements, setting out the specific duties and functions assumed by each provider and allowing for the exchange of operational data between the parties in so far as general air traffic is concerned.

•

Increased cooperation with other relevant aviation stakeholders, namely the civil and military aviation authorities and national supervisory authorities (NSAs). In particular: Cooperation for the efficient and consistent application of the concept of Flexible Use of Airspace (FUA) taking into account both civil and military requirements.

Facilitation of the work of both States andjor their NSAs in monitoring and verifying compliance with regulatory requirements.

•

Ensure that access to relevant operational data (so far as GAT is concerned) is granted to the appropriate authorities, certified ANSPs, airspace users and

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airports on a non-discriminatory basis. The working arrangements between AENA and NAV Portugal shall allow real-time exchange of relevant operational data (only for operational purposes) between the Parties, airspace users and airports, to facilitate their operational needs.

•

The joint bidding for calls for interest and support to the other party when only one party bids for calls for interest, unless the other party declares in writing that is not interested.

•

The execution of joint analyses in any field that may be of interest to any of the organizations, in the scope of SESinitiativejprogramme.

•

The coordination of research and development their execution based on shared effort.

•

The exchange of information results or publications.

•

Reciprocal consultations appropriate international

•

Coordinate the participation in any stakeholder consultation conducted in the SW FAB context or in any other forum where both organisations have a vested interest in it, as well as the joint organisation of symposia or conferences.

regarding programmes

and projects, research

with the aim of establishing bodies.

2. Items of collaboration can be extended amendment to this Agreement.

ARTIClE - 3.

programmes and projects and

through

mutual

concerted

agreement

action in

and ensuing

MAIN AREAS OF COlLABORATION

1. Airspace activities The Parties will develop close cooperation

in airspace issues, such as:

•

Optimization of the use of the airspace and of the respective airspace configuration, taking into account cross-border air traffic flows and consistency with the European route network.

•

Development of operational initiatives which could improve the performance the SW FAB area of responsibility, supporting in particular the implementation the "SW FAB Operational Plan".

•

Increase use of free routes and user-preferred efficiency and airspace flexibility.

trajectories,

enhancing

of of

flight

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Analysis and implementation of other potential assessing the expected benefits where possible.

•

Support the Network Manager in the development and on-going activities of the Network Strategic Plan, Network Management Performance Plan and Network Operations Plan.

•

Support Eurocontrol (ARN).

•

Intensify efforts towards full application of Flexible Use of Airspace (FUA).

in the implementation

efficiency

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improvements,

of the European ATS Route Network

2. ATM/CNS system activities The Parties will develop dose surveillance (CNS) issues, such as:

cooperation

in

communications,

navigation

and

•

Optimization of the use of technical resources, increasing harmonised technology, systems and their associated support processes and therefore avoiding unnecessary redundancies in technical ATM/CNS facilities and equipment while maintaining a high levei of safety in ali operations.

•

Increase interoperability in systems and procedures while supporting the timely sharing and exchange of information, covering ali phases of flight, and adapting technical infrastructure to ensure a smooth and flexible transfer of responsibility for ATC between ATS units.

•

Alignment of both companies CNS development and deployment strategies, identifying and using potential synergies between AENA and NAV Portugal in the communications, navigation and surveillance fields.

•

Facilitate the introduction

of new concepts and supporting technology.

3. Planning activities The Parties will develop dose cooperation to deal with planning activities from a strategic point of view, directly linked with the European ATM Master Plan and focused on EU requirements, such as: •

Alignment of each company's individual medium and long term development & deployment plans, outlining respective strategic plans for the evolution of CNS infrastructure, ATM Systems and ATM services, at the light of EU requirements, as well as identifying areas in which both companies have the same converging objectives (operationally, technologically, geographically, training and time-wise);

•

Facilitate the aggregation of Spanish and Portuguese national performance targets, highlighting the consistency with the European Union-wide performance targets;

•

Support the European ATM Master Plan refinement & update process;

•

Support SESARdevelopment

and deployment.

4. Safetyactivities 6~

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i The Parties give the highest priority to guarantee safety in the provision of air navigation services, being among their main objectives: •

Maintenance of a high levei of ATM safety, contributing to overall aviation safety, in accordance with the relevant legal and safety requirements.

•

Ensure that ali safety aspects and safety management elements which are responsibility of air navigation service providers are properly addressed when implementing the SW FAB, harmonising and enhancing safety management while maintaining a high levei of safety and contributing to the overall performance of the air transport system.

•

Participate in the development and implementation of a SW FAB common safety policy, including the process for its revision when required.

•

Exchange of safety data between both organisations, coordinating analysis.

ARTICLE- 4.

its collection and

SW FAB WORKING STRUCTURE

The Parties will coordinate and jointly participate in the formal SW FAB structure established at State levei, including any SW FAB committee, working group or high-Ievel group as requested by the established SW FAB governance body.

Furthermore, AENA and NAV Portugal will undertake working structure at ANSPs levei, divided as follows:

to establish and maintain

a basic

Steering Committee (SC): responsible for preparing decisions and recommendations to the top managers of both organisations and, as appropriate, to the representatives in high-Ievel groups or any other fora at SW FAB leveI. It is composed of representatives of the parties, at Executive Director levei, nominated by the top managers.

A set of three Task Forces (TFs), which directly report to the SC, are established to deal with different issues mainly in the SW FAB framework: •

Operational Task Force, which deals with airspace issues.

•

System Task Force, which deals with ATM and communications, surveillance issues.

•

Planning Task Force, which deals with planning activities from an strategic point of view, including planning of performance goals and research and development activities, i.e. SJU R&D programme.

navigation

and

The Steering Committee may agree the evolution of this set of Task Forces, establishing new ones and/or closing existing ones as necessary.

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ARTICLE - 5.

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CROSS-BORDER SERVICE PROVISION

The Parties may conclude arrangements for cross-border service provision as established in the frame of Article 10 of Regulation (EC) NQ 550/2004, aiming to allow more flexibility in view of the new FAB operational environment.

These arrangements shall set out the specific responsibilities, rights and obligations of the ANSPs concerned, allowing for the exchange of operational data between the service providers and with other service providers in so far as GAT is concerned, and taking into account the existing arrangements for supervision among the concerned NSAs. In the case of cross-border service provision, notification procedures and incident investigation will be carried out by the ANSP responsible for providing air navigation services in the area where the incident has occurred.

ARTICLE - 6.

FUNDING MECHANISMS

Unless otherwise specified in the annexes, each party will assume the cost of work to be done by it in accordance with specific tasks identified in the annexes. Nonetheless exchange of products, equipment loan, works and their associated costs and personnel as well as secondments will be fairly quoted for and then settlement negotiated between the parties.

ARTICLE -7.

IMPLEMENTATION

1. When deemed necessary, this Agreement shall be implemented through annexes - and appendices when greater levei of detail is needed - which will contain a description of the tasks to be performed, duration and, if applicable, workload foreseen. Funding mechanism will be arranged according to Article 6.

Annexes, when mutually agreed by both parties shall form part of this Agreement.

2. Extension of this Agreement shall be also conveyed through amendments as specified in Article 12 hereunder.

3. Actions could be initiated hereunder.

by whichever

party through

a notification

according to

as expressed

4. The Annex W 2 of the Memorandum of Cooperation for the SESARResearch Assistance Subcontract is hereby agreed by the Parties as to constitute an integral part of this Agreement as Annex I to it.

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-: ARTICLE - 8.

1

POSSIBLE EXCHANGE OF PERSONNEL

Under this Agreement and as identified in the annexes to this Agreement, common work by technical and operational personnel as well as secondments may be undertaken as required to pursue the activities described in the annexes. Such personnel will perform work as mutually agreed by the parties in the annexes. Such personnel may be from the parties as mutually agreed. Administrative support provisions for personnel occasionally being exchanged will be delineated in each appropriate annex.

ARTICLE - 9.

EQUIPMENT LlCENSING

ANO

LOAN

ARRANGEMENTS

ANO

SOFTWARE

Equipment may be loaned ar exchanged and software licensed by the parties as it may be mutually agreed in the annexes to this Agreement. Such an equipment and software will be identified in each appropriate annex.

With respect to the exchange of equipment and conditions for the licensing of the software, the relevant particular provisions to be applied shall be explicitly expressed in the annex.

ARTICLE - 10.

RIGHTS ANO PROPERTIES

Except as required by applicable law, neither party will disclose any information ar material pertinent to the tasks, ar related to the agreed programme, to third parties other than contractors ar subcontractors engaged in any agreed programme, who shall in turn abide by this article in this respect.

With regard to proprietary rights to the actions under the scope of this Agreement, annexes shall set forth the particular provisions to be applied.

its

As a general rule unless otherwise set forth the contrary in the annexes, the following terms and meanings will be used:

•

"Disclosing Partv'' shall mean the Party hereto that imparts the information

to the

other.

•

"Receiving Party" shall mean the Party hereto to which information the other.

•

"Proprietary Information" means any technical ar commercial information (whether in visual ar machine-readable form) disclosed by one Party to the other being "Confidential" ar "Proprietary".

Provided however that Proprietary Information shall not include any information which the Receiving Party can show:

is imparted

by

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ARTICLE - 11.

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i)

is in or comes into the public domain otherwise than through a breach ofthe Annex or through the fault ofthe Receiving Party; or

ii)

has been lawfully received from a third party without restriction as to its use or disclosure; or

iii)

was already in its possession free of any such restriction receipt from the Disclosing Party; or

iv)

was independently developed by the Receiving Party without making use of the Proprietary Information; or

v)

has been approved for release or use (in either case without restriction) by written authorisation of the Disclosing Party; or

vi)

is not properly designated or confirmed as Proprietary.

prior to

LlAISON

The channel of communication for achieving the desired cooperation under this Agreement will normally be through the SW FABSteering Committee (Se) and the Task Forces described in Article 4 above.

Therefore, technical programme liaison for specific activities will be established as indicated in the annexes through the above mentioned Steering Committee (Se), which will monitor the development of the project and report individually back to the parties.

ARTICLE - 12.

AMENDMENTS

This Agreement, its annexes, or its appendices may be amended by mutual consent of the parties to provide for expansion of requirements and continuation of the programmes. Any changes in the services furnished or other provisions shall be formalised by an appropriate written amendment, signed by both parties, which shall detai/ the nature of the change.

ARTICLE - 13.

RESOLUTION OF DISAGREEMENTS

With regard to the interpretation or application of this Agreement any disagreement will be resolved by consultation between the two parties and will not be referred to any international tribunal or third party for settlement. A conciliation procedure may be pursued by mutual agreement.

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ARTICLE - 14.

ENTRV INTO FORCE ANO TERMINATION

This Agreement shall enter into force on the date of entry into force of the State Agreement between the Kingdom of Spain and the Republic of Portugal for the establishment of the SW FAB and may be terminated at any time by either party by providing sixty (60) days notice in writing to the other party.

ARTICLE - 15.

NOTIFICATION

Ali notifications under this Agreement which one of the Parties hereto is required to give to the other shall be deemed to have been effectively delivered if they are personally delivered by courier, sent by certified mail with acknowledgement of receipt to the following addresses:

(a)

for notices to AENA: AENA Avenida de Aragón, 402 28022 Madrid, Spain E-mail: southwestfab@aena.es Telefax: + 34913213101 To the attention of: Mr. Ignacio Gonzalez Sanchez

(b)

for notices to NAV Portugal:: NAV Portugal Rua D, Edifício 121, Aeroporto de Lisboa 1700 Lisboa, Portugal E-mail: southwestfab@nav.pt Telefax: + 218553600 To the attention of: Mr. Luís Filipe Ottolini Bebiano Coimbra

or any other address for which notice has been given to the other party using the stated procedure. Ali notifications made in this manner shall be deemed duly received at the time of actual receipt if personally delivered by courier, as demonstrated by the courier's receipt, or if sent by certified mail with acknowledgement of receipt, as demonstrated by the postal receipt.

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ARTICLE - 16.

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AUTHORITV

The parties agree to the provisions of this Agreement as indicated by the signature of their duly authorised representatives.

Aeropuertos Espanoles y Navegación Aérea, AENA

Navegação Aérea de Portugal, Portugal

BV: Ignacio González Sánchez

BV: Luís Filipe Ottolini Coimbra

avigation

TITLE: President of the Administration of NAV Portugal

NAV

Board

of

BV: Luís Filipe Montes Palma de Figueiredo

TITLE: Member of the Administration of NAV Portugal

Board

of

DATE: 18 th of June, 2012

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