The Board of Directors of the Enterprise Public Infrastructure Manager (ADIF), at its meeting of 31 January 2014, adopted, inter alia, the Agreement set out in the Annex to this resolution, approving the subscription to the Convention between the Railway Infrastructure Manager (ADIF) and ADIF-High Speed for the purpose of entrusting the latter with the provision of certain services.

In accordance with the provisions of Article 15.3 of Law 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure, the publication of that Agreement in the Official State Gazette.

Madrid, 12 February 2014.-The Secretary of State for Infrastructure, Transport and Housing, Rafael Catala Polo.

ANNEX

Approve the subscription of the Convention between the Railway Infrastructure Manager (ADIF) and ADIF-High Speed for the assignment to the latter entity of the provision of certain services, the text of which is transcribed continuation:

" Convention between the Railway Infrastructure Manager (ADIF) and ADIF-High Speed for the assignment to the latter entity of the provision of certain services.

In Madrid, 31 January 2014

UNITED

On one hand, Mr. D. Antonio Gutiérrez Blanco, in his capacity as Director General of the business public entity ADIF-High Speed.

And from another, Mr. Mr Gonzalo Ferré Molto, in his capacity as President of the business public entity, Railway Infrastructure Manager (hereinafter ADIF).

The intervening parties, in the representation in which they act, are recognized with legal capacity and sufficient to act for the signature and grant of this Convention, and for that purpose:

EXPOSE

First.

Article 20 of Law 39/2003 of 17 November of the Railway Sector provides that the administration of railway infrastructure and, where appropriate, its construction, shall be within the scope of the state competition, to one or more public entities assigned to the Ministry of Public Works, which will have their own legal personality, full capacity to act and their own patrimony, and will be governed by the provisions of the Law of the Railway Sector, in the Law 6/1997, of 14 April, of the Organization and the Functioning of the General Administration of State, in its Staff Regulations and in the other rules applicable to them.

Second.

Under the Additional Provision of the Railway Sector Law, the business public entity RENFE became known as the Railway Infrastructure Manager (ADIF) and assumed the functions assigned to it. Railway infrastructure manager by that Act.

ADIF is governed by the Law of the Railway Sector, in the Law of Organization and Operation of the General Administration of the State, in the norms of development of both, in its Statute, approved by Royal Decree 2395/2004 of 30 December 2004 in budgetary legislation and other rules applicable to it. In the absence of these rules, the private legal order will apply.

Third.

Article 1 of the Royal Decree-Law 15/2013, of 13 December, on the restructuring of the business public entity Administrator of Railway Infrastructures (ADIF) and other urgent measures in the economic order, has the the creation of a new business public entity, ADIF-High Speed, as a public body as provided for in Article 43.1.b) of the Law on the Organization and the Functioning of the General Administration of the State, by division of the branch of activity Construction and administration of the high railway infrastructure speed and others that are attributed to it and are assigned until the date of entry into force of the ADIF.

ADIF-High Speed assumes the functions assigned to the railway infrastructure manager by the Law of the Railway Sector, in relation to those railway infrastructures whose ownership has been attributed to it, thus as with those attributed to you in the future.

ADIF-High Speed is governed by the provisions of the Royal Decree-Law 15/2013, in the Law of the Railway Sector, in the Law of Organization and Operation of the General Administration of the State, in the norms of development of both, in its Statute, adopted by Royal Decree 1044/2013 of 27 December 2013, in budgetary legislation and other rules applicable to it. In the absence of these rules, the private legal order will apply.

Fourth.

Article 1.7 of the Royal Decree-Law 15/2013, of December 13, states that ADIF-High Speed and ADIF may be entrusted, through the subscription of the appropriate agreement, to carry out certain activities. Such agreements shall necessarily include the provision of financial compensation to the entity in favour of which it is entrusted, for the provision of the services entrusted to it.

In particular, both entities may be entrusted with the capacity management of the infrastructure and, due to the interconnection of the networks whose administration both entities have attributed, and as a derogation from the Article 22.4 of the Law of the Railway Sector, also the management of control, circulation and security systems.

On the other hand, in case one of these entities entrusts the other to carry out tasks related to citizen security and civil protection, the person responsible for this matter will be the same in both entities. The above will also apply to the person responsible for the prevention of occupational risks, safety and health at work.

Fifth.

By Resolution of the President of ADIF of December 31, 2013, the ADIF entrusted to ADIF-High Speed the performance of certain tasks; it is envisaged in that resolution that the conditions of this management mandate will be collected in the corresponding agreement to subscribe to ADIF with ADIF-High Speed.

By virtue of the above, both parties agree to the desirability of concluding this Management Encharge Convention, in accordance with the following:

CLAUSES

I. Object.-This Convention is intended to regulate the conditions of the management mandate made by ADIF to ADIF-High Speed, for the provision of the services listed in the Annex to the Resolution of the President of ADIF December 31, 2013, for which the same was made.

The activities to be carried out by ADIF-High Speed for the provision of these services, will be detailed in terms of this agreement to subscribe to ADIF and ADIF-High Speed in relation to each of the entrusted services.

The activities subject to entrustment shall be of a purely material and technical nature, without in any event the transfer of ownership of powers by ADIF or the substantive elements of its activities. exercise, with the responsibility of ADIF to dictate how many acts of a legal nature support the activity entrusted to it.

II. Quality objectives.-ADIF-High Speed shall provide the services covered by this agreement in accordance with the quality parameters to be established by common agreement with ADIF for each of the activities under charge, formalize in the relevant addendum to this convention.

For the proper execution of these jobs, ADIF-High Speed will be able to have own or external resources. In the case of having external resources, the entire process of hiring them will be the responsibility of ADIF-High Speed, which will develop it according to the internal procedures in force that it has in each moment and according to the provided for in clause XVIII of this Convention.

III. ADIF obligations-High Speed.-In addition to the obligations incumbent upon it in accordance with the provisions of the other clauses of this Convention and its amendments, ADIF-High Speed is committed to:

1. Notify ADIF in writing of any situation or event occurring as a result of circumstances beyond its control, which it cannot reasonably have foreseen and which render it impossible to comply, in whole or in Part of the obligations arising from this Convention.

2. Promptly notify Adif, in writing, of any circumstances that it understands may affect the assets or services covered by this Convention.

IV. Obligations of ADIF.-In addition to the obligations incumbent upon it in accordance with the provisions of the other clauses of this Convention and its amendments, Adif undertakes to:

1. Communicate and provide ADIF-High Speed, in good time, the documents and information that it possesses and that are relevant to the provision of the contracted services.

2. Provide adequate coordination with ADIF-High Speed in all aspects related to citizen security and civil protection measures, both those necessary for its implementation, and those arising from possible situations of improvement and/or Reform of facilities and dependencies pertaining to their management scope.

V. Taxes, Fees and Taxes.-All taxes, fees and taxes, current or future, of any kind that are taxed on the assets and activities provided for in this Convention shall be assumed by ADIF.

VI. Insurance.-Each entity will contract the required insurance and voluntary insurance that it considers in relation to its own risks. Notwithstanding the above, if for the correct execution of the performances that have been entrusted to it, ADIF-High Speed should take positions of assurance of any kind to be required or convenient in the field of the present the convention and its amendments, the entity may pass on to ADIF the appropriate cost.

VII. Price of the services provided for in this agreement.-The consideration that ADIF will pay to ADIF-High Speed in payment for the provision of the services entrusted, will be fixed taking into consideration the market prices of the same, if there is a reference for the service entrusted, relating these services to their costs incurred by ADIF-High Speed for the provision of such services, such as human, material, operational and management costs.

The breakdown of the overall amount to be received by ADIF-High Speed for the services that have been entrusted to it, for each of the activities entrusted and for each of the services to be provided, will be detailed in the (a) to this Convention, which is signed by the entities which are party to it in relation to each of those activities and services.

VIII. Billing.-ADIF-High Speed will invoice for each of the activities that have been entrusted to you within the time limit set out in the addendum to the present regulatory agreement.

In any case, each invoice must be accompanied by the amount of the amount invoiced for each performance and service provided.

ADIF shall proceed to the payment of the amounts entered in the invoice within the time limit set out in the regulatory addendum to the invoiced service.

In case of delay in the payment of the price, ADIF must pay to ADIF-High Speed, from the fulfillment of that period, the interest of delay and the compensation for the costs of collection in the terms previewed in Law 3/2004, December 29, by which measures are established against late payment in commercial transactions, unless otherwise provided for in the addenda for each of the services entrusted.

IX. Intellectual and Industrial Property.-If, on the occasion of the fulfilment of this Convention or any of its amendments, any of the parties shall acquire or develop goods or processes subject to the protection of the rules on property intellectual or industrial, the other party guarantees the recognition and respect to the ownership of the same, for the duration of the delivery of services entrusted.

X. Responsibility. Force majeure.-ADIF-High Speed shall be responsible, in front of Adif, for the material damage caused during the provision of the services entrusted and which are directly attributable to ADIF-High Speed or to third parties with whom the contracted. Such liability shall not be extended to the cases where the damages are attributable to ADIF or to a third party contracted by ADIF.

ADIF-High Speed shall not be liable to ADIF for any damages and damages which occur in the provision of the services entrusted, where they have their origin in breakdowns caused by natural disasters such as earthquakes, floods, lightning, extreme emergency situations such as wars, military operations, acts of terrorism, civil unrest, strikes or any other force majeure.

XI. Duty of confidentiality and secrecy.-Both parties undertake, for the duration of this Convention and after their extinction, to maintain the confidentiality of all information they know by virtue of this Convention and not to disclose it to third parties. without the prior written consent of the other party.

Likewise, the parties are obliged, in the event that they have access to personal data on the occasion of compliance with this Convention, to the strict compliance with the provisions contained in the Organic Law 15/1999, of 13 December, Protection of Personal Data.

XII. Renunciation of the parties.-The failure to claim any of the parties in connection with the failure to comply with any of the provisions of this Convention or its amendments shall not be considered as a waiver of the rights of the parties. non-compliance may be derived, nor shall in any case be construed as acceptance of subsequent non-compliances, not being able to affect the validity of the clause in question.

Analogously, in the event that the parties accept, on one or more occasions, the non-application of one or more clauses of this Convention or their adendas, such non-application will not imply the waiver of their right to demand the strict compliance with the rest of the Convention.

XIII. Commission to follow up the agreement.-By means of the amendments to this Convention, which will regulate the particular conditions of the various actions or services to be entrusted, the parties will agree to the creation of a Joint Commission of Monitoring, which will have as functions: to monitor the degree of compliance of the same, to develop a negotiation task prior to modifications of the content of the addendum, including the modification of the quality levels or the incorporation or exclusion of actions or services from the scope of the application, technical, economic and administrative aspects arising from the implementation of the addendum, decide on how many relevant matters will arise on the occasion of the implementation and resolve any disputes that may arise on the occasion of the implementation of the addendum. Such commissions shall also have the function of approving the final settlement of each financial year for the services provided.

The composition of the different Commissions and the number of meetings of the same ones that will necessarily have to be held, as well as the dates and periods for those meetings, will be those established in each addendum. In any event, such amendments must provide for the Commission to take place at the request of one of the parties within 15 days of the request.

The agreements resulting from the Monitoring Committee will only have legal validity when those who adopt them are validly qualified to contract obligations in the name and on behalf of their respective entities.

XIV. Effective and duration of the agreement.-This Convention shall enter into force on the day of its signature, with its effects being rolled back to 1 January 2013. Its validity shall be ten years and shall be tacitly understood to be extended for annual periods after the initial period, without any express denunciation by any of the parties made at a time of six months ' notice the end of their initial term of validity or any of their extensions.

The above paragraph shall also apply to the agreements concluded by the parties to the agreement.

XV. Causes of extinction of the convention.-This convention shall be extinguished for the following reasons:

a. Mutual agreement of the parties.

b. Conclusion of its term of validity.

c. Resolution at the request of either party when the other fails to comply with its obligations arising from the agreement or its amendments, unless, duly notified, the cause of the decision by the party denouncing the non-compliance, the party which has The Commission shall, in the event of a non-compliance

the following conditions, apply the following conditions:

d. Changes in the legislation of the railway sector that prohibit or require the absence of all or part of the provisions of this Convention.

Extinguished the convention for any cause, all rights and obligations arising prior to the extinction of the same shall be settled and fulfilled by both parties, without prejudice to the rights and obligations arising out of the of such extinction for the same purposes, in accordance with the law or the provisions of this Convention.

Regardless of the provisions of the preceding paragraph, in the event of a settlement of the agreement for non-compliance by one of the parties, the defaulting party shall indemnify the other party for the damages arising from the breach. failure.

The extinction of the convention will entail that of your adendas.

XVI. Integrity and modification of the agreement.-The totality of the obligations, covenants and conditions laid down in this Convention or in its amendments, may not be modified or novated but under a specific agreement concluded by persons with sufficient power to do so, formalised in writing.

Accordingly, the letters and letters sent by the contracting parties shall not be of a new or amending force for the obligations of this Convention. Likewise, they shall not be entitled to such a new or amending force to the agreement, if they have not been subscribed and authorized by the legal representatives or proxies of the entities that are party to it.

If any or any of the provisions of this Convention became ineffective for legal reasons or would be impossible to implement, the parties shall agree, in their replacement, with equivalent provisions. In such cases, the validity of the remaining provisions of the convention shall not be affected.

On an annual basis, the parties will review the conditions of the agreement and their agreements, the need to modify their scope or any of the circumstances provided for in the agreement to serve as the basis for the calculation of the the economic size and quantification of the operations which constitute its object, as well as the assignment to ADIF-High Speed of new tasks related to those which are the subject of the same or the exclusion of some of the initially entrusted. Such review shall be formalised in writing by the relevant novatory agreement.

XVII. Price Review.-Annually, the prices referred to in each of the amendments to this Convention will be revised, taking into account the General Budget of the State and its guidelines, the collective agreements of both companies, the industrial price index and other official indices related to the nature of the services entrusted. To this end, the Financial and Corporate Directorate of Adif will prepare a reasoned report for its elevation to the competent bodies of both companies for approval.

XVIII. Transfer to third parties. Contracting to third parties.-This Convention may not be transferred to third parties by any of the parties. Any transfer made in breach of the provisions of this clause shall not be effected by continuing the parties as holders of the obligations assumed under this Convention.

However, ADIF-High Speed may contract with third parties the services to which it is required by this Convention, and must notify ADIF in advance.

ADIF-High Speed will be responsible for the facts, omissions and defaults of the contractors.

If ADIF-High Speed Contract with third parties for certain services related only to the services to be provided to ADIF under the management mandate referred to in this Agreement, it shall limit the validity of the of such contracts to the general term of the convention and to the addendum to which the conditions of those services are regulated. If ADIF-High Speed considers it appropriate to sign a contract that will exceed the validity of the corresponding addendum, it must previously have the express consent of ADIF.

For the case that ADIF lent its express consent to the conclusion of a contract of duration superior to that of the corresponding addendum, the term of validity of the latter must be subrogated in the aforementioned contract until the end of the contract.

XIX. Notifications.-For the purposes of notifications, the parties may direct communication, by any means admitted in law which sufficiently accredits their receipt by the addressee, with the following persons designated as interlocutors by the signatory entities:

By ADIF, the President. -By ADIF High Speed, the Director General.

XX. Resolution of conflicts.-For any questions that may arise from the interpretation and compliance of this Convention and its amendments, the parties agree to submit, first, to the Commission for Monitoring the Convention. If an agreement is not reached within the Commission, the parties shall submit the discrepancies arising from the decision of the President of the entities.

And in proof of conformity, they sign this Convention, in duplicate, at the place and date expressed in the heading.

By ADIF By High Speed ADIF "