Contrato - Kallpa - Intercon Signed

DocuSign Envelope ID: 6E44579D-052C-4056-8E65-B52CD00535CD
SOLAR POWER INTERCONNECTION FACILITIES LUMP SUM,

MILESTONE PAYMENT, TURNKEY ENGINEERING,
PROCUREMENT AND CONS TRUCTION CONTRACT
by and among
Kallpa Generación S.A.
Siemens Energy S.A.C.
and
Unión de Técnicos Electromecánicos S.A.C

Table of Contents
Page
I. DEFINITIONS AND DOCUMENTATION ....................................................................1
1.1 Definitions ...........................................................................................................1

1.2 Headings and Marginal Notes ............................................................................11
1.3 Interpretation .....................................................................................................11
1.4 Law and Language .............................................................................................11
1.5 Priority of Documents ........................................................................................ 11
1.6 Documents on Site .............................................................................................12
1.7 Communications ................................................................................................12
1.8 Construction Documents .................................................................................... 13
1.9 Contractor’s Use of Owner’s Documents ...........................................................13
1.10 No Technology Transfer .................................................................................... 13
1.11 Confidential Details ...........................................................................................14
1.12 Compliance with Statutes, Regulations and Applicable Laws .............................15
1.13 Joint and Several Liability..................................................................................16
1.14 Rights of Assignment .........................................................................................17
1.15 Lender Requirements .........................................................................................17
1.16 Documentation and Right of Audit .....................................................................17
II. OWNER ........................................................................................................................ 18
2.1 Access to and Possession of the Site...................................................................18

2.2 Permits, Licenses or Approvals ..........................................................................18
2.3 Owner’s Entitlement to Terminate......................................................................19
2.4 Connection Agreement.......................................................................................19
2.5 Owner Right to do Work .................................................................................... 20
2.6 Work Provided by Others...................................................................................20
III. OWNER’s REPRESENTATIVE ...................................................................................20
3.1 Owner’s Representatives Duties and Authority ..................................................20

3.2 Owner’s Representative’s Authority to Delegate ................................................21
3.3 Owner’s Representative’s Instructions ............................................................... 21
3.4 Owner’s Representative’s to Attempt Agreement ...............................................21
IV. CONTRACTOR ............................................................................................................21
4.1 General Obligations ...........................................................................................21

4.2 Performance Security .........................................................................................23
4.3 Contractor’s Representative ...............................................................................23
4.4 Coordination of the Works .................................................................................24
4.5 Subcontractors ...................................................................................................24
4.6 Assignment of Subcontractor’s Obligations........................................................ 25

4.7 Setting Out ......................................................................................................... 26
4.8 Quality Assurance/Quality Control (QA/QC) .....................................................26
4.9 Site Data ............................................................................................................26
4.10 Site Conditions...................................................................................................27
4.11 Access Route .....................................................................................................27
4.12 Rights of Way and Facilities ..............................................................................28
4.13 Programme ........................................................................................................28
4.14 Progress Reports ................................................................................................29
4.15 Weekly Progress Meetings .................................................................................30
4.16 Contractor’s Equipment .....................................................................................30
4.17 Safety Precautions..............................................................................................30
4.18 Protection of the Environment ............................................................................31
4.19 Inputs .................................................................................................................32
4.20 Clearance of Site ................................................................................................32
4.21 Security of the Site .............................................................................................32
4.22 The Contractor’s Operations on Site...................................................................32
4.23 Fossils ................................................................................................................33
4.24 Opportunities for Other Contractors ...................................................................33
4.25 Damage to Roads/Highways ..............................................................................33
4.26 Water Borne Traffic ...........................................................................................33
4.27 Training Program ............................................................................................... 34
V. DESIGN ........................................................................................................................ 34
5.1 Design of the Works ..........................................................................................34

5.2 Construction Documents .................................................................................... 34
5.3 Contractor’s Undertaking ...................................................................................36
5.4 Technical Standards and Regulations ................................................................. 36
5.5 Construction and Installation ..............................................................................36
5.6 As-Built Drawings .............................................................................................37
5.7 Operation and Maintenance Manuals ................................................................. 37
5.8 Error by Contractor ............................................................................................37
5.9 Patent Rights ......................................................................................................37
VI. STAFF AND LABOR ...................................................................................................38
6.1 Engagement of Staff and Labor ..........................................................................38

6.2 Rates of Wages and Conditions of Labor............................................................38
6.3 Persons in the Service of Others ......................................................................... 38
6.4 Labor Laws ........................................................................................................38
6.5 Working Hours ..................................................................................................39
6.6 Facilities for Staff and Labor ..............................................................................39
6.7 Health and Safety ............................................................................................... 39
6.8 Contractor’s Superintendence............................................................................. 40
6.9 Contractor’s Personnel .......................................................................................40
6.10 Disorderly Conduct ............................................................................................41
ii
6.11 Alcoholic Liquor or Drugs .................................................................................41

6.12 Contractor’s Organizational Chart ......................................................................41
6.13 Labor Actions ....................................................................................................41
VII. PLANT, MATERIALS AND WORKMANSHIP ..........................................................42
7.1 Manner of Execution ..........................................................................................42

7.2 Delivery to Site ..................................................................................................42
7.3 Inspection ..........................................................................................................42
7.4 Testing Before Mechanical Completion .............................................................43
7.5 Rejection ............................................................................................................43
7.6 Ownership of Plant, Materials or Other Works ...................................................43
7.7 Delivery to Storage ............................................................................................44
VIII. COMMENCEMENT, DELAYS AND SUSPENSION ..................................................44
8.1 Commencement of Works ..................................................................................44

8.2 Time for Completion ..........................................................................................44
8.3 Extension of Time for Completion .....................................................................45
8.4 Rate of Progress ................................................................................................. 47
8.5 Liquidated Damages for Delay ........................................................................... 48
8.6 Suspension of Work ...........................................................................................48
8.7 Consequences of Suspension ..............................................................................48
8.8 Resumption of Work ..........................................................................................49
8.9 Burden of Proof ................................................................................................. 49
IX. TESTS ON MECHANICAL COMPLETION AND THEREAFTER .............................49
9.1 Contractor’s Test Obligations............................................................................. 49

9.2 Performance of Tests .........................................................................................50
9.3 Punch List ..........................................................................................................50
9.4 Conduct of Tests ................................................................................................50
9.5 Failure to Achieve Performance Criteria ............................................................51
9.6 Not Used ............................................................................................................52
9.7 Owner Testing ...................................................................................................52
9.8 Retesting ............................................................................................................53
9.9 Modifications to Achieve Passage of Tests .........................................................53
9.10 Early Operation..................................................................................................53
X. TAKING-OVER ........................................................................................................... 53
10.1 Taking-Over.......................................................................................................53
XI. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES ................................54
XII. WARRANTY LIABILITY ............................................................................................55
12.1 Warranty ............................................................................................................55
iii
12.2 Cost of Remedying Defects ................................................................................56

12.3 Extension of Warranty Period ............................................................................56
12.4 Failure to Remedy Defects .................................................................................56
12.5 Removal of Defective Work...............................................................................56
12.6 Further Tests ......................................................................................................57
12.7 Right of Access ..................................................................................................57
12.8 Contractor to Search...........................................................................................57
12.9 Forced Outage Warranty .................................................................................... 57
XIII. CONTRACT PRICE AND PAYMENT ........................................................................57
13.1 The Lum Sum ....................................................................................................57

13.1.1. The Domestic Contract Price..............................................................................57
13.1.2. Application for Milestone Achievement Notices ................................................58
13.1.3. Schedule of Milestone Payments ........................................................................58
13.1.4. Payment ............................................................................................................. 58
13.1.5. Form and Manner of Payments........................................................................... 59
13.1.6. Delayed Payment ............................................................................................... 59
13.1.7. Application for Final Payment Certificate ..........................................................59
13.1.8. Discharge ........................................................................................................... 59
13.2 Taxes and Duties ................................................................................................59
13.3 Owner’s Right to Withhold and/or Set Off Payment ........................................... 60
XIV. VARIATIONS ..............................................................................................................60
14.1 Right to Vary .....................................................................................................60

14.2 Variation Procedure ...........................................................................................61
XV. DEFAULT OF CONTRACTOR.................................................................................... 62
15.1 Notice to Correct................................................................................................62

15.2 Termination .......................................................................................................62
15.3 Valuation at Date of Termination .......................................................................64
15.4 Payment after Termination .................................................................................64
XVI. DEFAULT OF OWNER ............................................................................................... 64
16.1 Contractor’s Entitlement to Suspend Works .......................................................64

16.2 Termination .......................................................................................................65
16.3 Cessation of Works and Removal of Contractor’s Equipment.............................66
16.4 Payment on Termination .................................................................................... 66
XVII. RISK AND RESPONSIBILITY .................................................................................... 67
17.1 Contractor’s Indemnity ...................................................................................... 67

17.2 Owner’s Indemnity ............................................................................................67
17.3 Contractor’s Care of the Works ..........................................................................67
17.4 Employees ......................................................................................................... 68
iv
17.5 Limitation of Contractor’s Liability....................................................................68
XVIII. INSURANCE ................................................................................................................69
18.1 General ..............................................................................................................69

18.2 Polices Obtained by the Contractor ....................................................................69
18.3 Requirements In Respect of Contractor’s Insurance ........................................... 70
18.4 Policies Obtained by Owner ...............................................................................71
18.5 General Requirements for All Insurance.............................................................71
18.6 Deductibles & Claims Management ...................................................................72
18.7 Subcontractor Insurance .....................................................................................73
XIX. FORCE MAJEURE .......................................................................................................73
19.1 Definition of Force Majeure ...............................................................................73

19.2 Effect of Force Majeure Event ........................................................................... 74
19.3 Contractor’s Responsibility ................................................................................74
19.4 Owner’s Responsibility ...................................................................................... 74
19.5 No Payment to the Contractor ............................................................................74
XX. OWNER ADDITIONAL PAYMENTS, CLAIMS AND ARBITRATION .................... 74
20.1 Procedure ........................................................................................................... 74

20.2 Payment of Claims .............................................................................................75
20.3 Negotiation between Senior Executives..............................................................75
20.4 Arbitration ......................................................................................................... 76
XXI. MISCELLANEOUS ......................................................................................................76
21.1 Validity and Enforceability ................................................................................76

21.2 Remedies Non-Exclusive ...................................................................................77
21.3 Waiver ...............................................................................................................77
21.4 Third-Party Beneficiaries ...................................................................................77
21.5 Counterparts.......................................................................................................77
21.6 Entire Agreement ............................................................................................... 77
21.7 Conflicting Provisions........................................................................................ 78
21.8 Joint Responsibility for Drafting ........................................................................78
21.9 Notice of Objection ............................................................................................78
v
LIST OF SCHEDULES AND ANNECES
Schedule
1 Preliminary Programme
2 Schedule of Milestone Payments and Cash Flow Forecast
3 Environmental Impact Assessment
4 Additional Clause
5 Form of Mechanical Completion Certificate
Form of Taking-Over Certificate and Form of Preliminary Works
6
Acceptance Certificate
7 Form of Variation
8 Form of Performance Certificate
9 Form of Advance Payment Guaranty
10 Form of Final Payment Certificate
11 List of Training
12 Form of Parent Guaranty
13 Project Agreement
14 Form of Interim Payment Certificate
15 Form of Performance Bank Guarantee
16 Preliminary Work
17 Form of Progress Report
18 Acuerdos Sobre el Draft del Convenio de Conexión Con Cerro Verde
19 Project Functional Specification
20 Owner Permits
Annex 1: Environmental, Health and Security Control Procedure for Contractors

Annex 2: Owner’s Affidavit
Annex 3: Anti-Corruption and Anti-Bribery Policy of the Owner
Annex 4: Code of Ethics of the Owner
Annex 5: Code of Conduct of the Owner
Annex 6: Code of Conduct of the Owner’s sellers
Annex 7: Owner´s Policy on Interactions with Public Officers.
Annex 8: Conflict of Interest Policy of the Owner.
Annex 9: Business Courtesy Policy.
Annex 10: Environmental, Occupational Safety and Health (EHS) Clauses of the
Owner.
Annex 11: Basic EHS requirements.
ii
This SOLAR POWER INTERCONNECTION FACILITIES LUMP SUM,

MILESTONE PAYMENT, TURNKEY ENGINEERING, PROCUREMENT AND
CONSTRUCTION CONTRACT, dated as of December 11, 2023 (this “Contract”), is by and
among:
(a) Kallpa Generacion, S.A. (“Owner”);
(b) Siemens Energy S.A.C. (“Siemens”); and
(c) Union de Tecnicos Electromecanicos S.A.C. (“Unitelec,” and

collectively and jointly and severally with Siemens, the “Contractor”).
W I T N E S S E T H:
WHEREAS, the Owner desires to build, own and operate a solar power plant in
Peru (the “Project”);
WHEREAS, the Contractor designs, constructs and installs electrical

interconnection systems and as such is able to design, engineer and construct the Facility (as
defined below);
WHEREAS, the Contractor, itself or through qualified Subcontractors (as

defined below), desires to provide all the services necessary for the design, engineering,
procurement, construction, start-up and testing for the Facility on lump sum, milestone payment,
turnkey basis;
WHEREAS, the Owner is contracting with another contractor to design and

construct the solar power plant (the “Solar Plant Contractor”) and the Contractor has agreed to
cooperation with the Solar Plant Contractor so that the Owner can place the Project into service
without delay; and
WHEREAS, the Owner intends to obtain financing for the Project.
NOW, THEREFORE, in consideration of the mutual promises contained herein,

the Parties, intending to be legally bound, hereby agree as follows.
I. DEFINITIONS AND DOCUMENTATION
1.1 Definitions - In this Contract the words and expressions defined below
shall have the meanings assigned to them.
“1 Hour Test” is defined in the definition of Maximum Acceptable Loss Level.
“8 Hour Test” is defined in the definition of Maximum Acceptable Loss Level.
“Affiliate” means a Person that directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, another Person. A Person
“controls” any Person in which it has the power to vote, directly or indirectly, fifty percent (50%)
or more of the voting interest in such Person or, in the case of a partnership, if it is a general
partner of such Person.
“Applicable Laws” means all laws, statutes, orders, treaties, ordinances, judgments, decrees,
injunctions, writs and orders of any court, arbitrator or governmental agency or authority
applicable to, (and includes rules, regulations, orders and interpretations of any governmental
instrumentality or agency, court or other body in the location where Works are being performed
having jurisdiction over):
(a) the Contractor’s obligations to be performed hereunder;
(b) the provision of energy or capacity from the Facility to the Connection Point;
or
(c) the operation of the Works;
(d) all as such may be in effect from time to time.
“Applicable Permits” means all authorizations, consents, decrees, permits, waivers, privileges or
approvals required to be obtained or maintained in connection with the Contractor’s obligations
to be performed hereunder, the provision of energy, capacity to the Connection Point or the
operation of the Works, all as such may be in effect from time to time and includes the
Environmental Impact Assessment, all required Utility Approvals, and all the requirements
relating to the Facility including as set forth in the Project Agreements.
“Baseline Project Schedule” is defined in Section 4.13.
“Business Days” means any Day on which commercial banks are open for the conduct of
business in Lima, Peru.
“Buy-Down Amount” is defined in Section 9.5.
“Change in Law” is defined in Section 5.4.
“COES” means the “Comité de Operación Económica del Sistema Interconectado Nacional”
means the Peruvian Independent System Operator.
“Commencement Date” means the date specified as such in the Notice to Commence to the
Contractor.
“Confidential Information” is defined in Section 1.11.
“Connection Agreement” is the agreement between the Owner and the owner of the existing
substation which will serve the Facility.
“Connection Agreement Draft” is the draft version of the agreement between the Owner and the
owner of the substation which will serve the Facility set forth in Schedule 13.
2
“Construction Documents” means all drawings, calculations, computer software (programs),

samples, patterns, models, operation and maintenance manuals, and other manuals and
information of a similar nature, to be submitted by the Contractor as required by the Project
Functional Specification.
“Contract” is defined in the Preamble hereof and includes all schedules and anneces hereto.
“Contractor’s Equipment” means all machinery, apparatus and other things (other than
Temporary Works) required for the execution and completion of the Works and the remedying of
any defects or deficiencies, but does not include Equipment, Materials, or other things intended
to form or forming part of the Permanent Works.
“Contractor’s Organizational Chart” means the organizational chart included in the Project
Functional Specification.
“Contractor’s Representative” means the Person (if any) named as such in this Contract or other
Person appointed from time to time by the Contractor under Section 4.3.
“Contractor” is defined in the first sentence hereof.
“Cost” means:
(a) with respect to any item purchased by Contractor, all expenditures properly
incurred (or to be incurred) therefor by Contractor, whether on or off the Site,
including overhead and all other charges but in the aggregate not to exceed
ten percent (10%) of such expenditure, but does not include profit; or
(b) with respect to items supplied by Contractor itself, as indicated in its price
lists (excluding profit thereon).
“Country” means the Republic of Peru.
“Dangerous Substance” means any natural or artificial substance (whether in the form of solid,
liquid or gas, alone or in combination with each other or any other substance) or radiation in each
of the foregoing cases capable of causing harm to man or any other living organism, or capable
of damaging the environment or public health or welfare, including but not limited to, controlled,
special, hazardous, toxic or dangerous waste, and whether or not subject to regulation, licensing
or permitting under any Applicable Law or otherwise.
“Day” means a calendar day.
“Disclosing Party” is defined in Section 1.11.
“Domestic Contract Price” means the fixed lump sum of US$ 19,697,837.24 payable to the
Contractor for engineering, procurement, civil works, construction and erection, installation and
testing of the Works and includes the Preliminary Works Payment Amount with such
aforementioned sum.
3
“Effective Date” means the date written in the first sentence hereof.
“Eligible Bank” shall mean Banco de Credito del Peru, Scotia Bank Peru, BBVA Banco
Continental, Santander del Peru or any bank or financial institution established under the laws of
the United States, or any state thereof, so long as such bank has and maintains the Required
Rating.
“Environmental Impact Assessment” is attached as Schedule 3.
“Equipment” means all of the equipment, materials, apparati, structures, components,

instruments, appliances, supplies and other goods required to complete the Works and
constituting the Facility.
“Equipment Documentation” means copies or originals of:
(a) all operating specifications, warranties and other similar information obtained
by Contractor from equipment vendors or prepared by Contractor as part of
the design, construction and/or installation services provided by Contractor
hereunder;
(b) a complete inventory list of all Equipment comprising the Facility
(c) the O&M Manuals; and
(d) all documentation and identification information with respect to all

Equipment comprising part of the Facility, including reference to the model,
make, barcodes and serial numbers of all Equipment.
“Existing Substation” means the substation which is the subject of the Connection Agreement.
“Existing Substation Outage” means an occurrence when the Existing Substation is required to
be taken out of service or its output reduced, in order for the Contractor to perform any of the
Works and shall end when the Existing Substation is once again able to operate at its full rated
load.
“Existing Substation Shutdown Hours” means any hour or part thereof in which the Existing
Substation cannot be safely operated at full capacity in accordance with Prudent Utility Practices.
“Facility” means the electrical facilities to be designed, engineered and constructed by

Contractor pursuant to this Contract.
“Final Payment Certificate” means the payment certificates submitted by the Contractor and
approved by Owner under Section 13.1.7 in the form set forth in Schedule 10.
“Final Payment” means the payments made upon approval by Owner of the Final Payment
Certificates.
4
“Financing Documents” means any document or agreement pursuant to which Owner obtains
financing (including any credit enhancement with respect to the issuance of any bonds or notes)
for the leasing, acquisition, development, construction, construction loan retirement,
modification, repair, or operation of the Project or any refinancing or replacement thereof.
“Force Majeure” is defined in Section 19.1.
“Foreign Official” shall mean:
(a) any officer or employee of a foreign government, department (whether

executive, legislative, judicial or administrative), agency or instrumentality of
such foreign government, including a regional governmental body or a
government-owned business, or of a public international organization;
(b) any person acting in an official capacity for or on behalf of such foreign
government, department, agency, instrumentality, or public international
organization
(c) any candidate for a foreign political office; or;
(d) any candidate for a foreign political office; or
“Governmental Authority” means any federal, national, state, municipal, local, territorial, or
other governmental department, commission, board, bureau, agency, regulatory authority,
instrumentality, judicial or administrative body, domestic or foreign.
“Grid” means the electrical grid of Perú.
“Lenders” means any party to the Financing Documents other than Owner and its Affiliates.
“Lenders’ Representative” means any Person engaged by or on behalf of any Lender in

connection with the Financing Documents.
“Liability Cap” is defined in Section 17.5.
“Major Equipment” means any power transformers that are part of the Facility.
“Major Equipment Warranties” is defined in Section 12.3.
“Major Items” means material, equipment or services valued in excess of US$500,000.
“Materials” means things of all kinds to be provided and incorporated in the Permanent Works
by the Contractor.
“Maximum Acceptable Loss Level” is the demonstration test in accordance with the protocol set
out in the Project Function Specification by the Contractor on a day when the ambient is at least
26 degrees C and the Work of the Solar Plant Contractor is injecting:
5
(a) at least an average of 200 MWac per hour into the Medium
Voltage Connection Point for 8 continuous hours that the average
hourly Facility losses between the Medium Voltage Connection
Point and the last meter on the Facility before the Facility’s
connection point to the 220kv bus bar at the Substation for such
day do not exceed one (1) percent of the power injected for such
day (provided that no Variation has been executed to change the
total cable length of such line) (the “8 Hour Test”); and
(b) 204 MWac in an hour into the Medium Voltage Connection Point
that the Facility losses in such hour between the Medium Voltage
Connection Point and the last meter on the Facility before the
Facility’s connection point to the 220kv bus bar at the Substation
for such hour do not exceed one (1) percent of the power injected
for such hour (provided that no Variation has been executed to
change the total cable length of such line) (the “1 Hour Test”).
“Mechanical Completion” shall occur when Contractor has completed all requirements set forth
in the Project Functional Specification.
“Mechanical Completion Tests” are set forth in the Project Functional Specification.
“Medium Voltage Connection Point” is the medium voltage switchgear located at the Facility
substation (i.e. Sunny substation).
“Milestone Achievement Notice” means any notice submitted by Contractor and approved by
Owner under Section 13.1.5, other than the Final Payment Certificate, in the form set forth
Schedule 14.
“Milestone Payment” means a payment to the Contractor by Owner of a portion of any of the
Domestic Contract Price pursuant to a Milestone Achievement Notice.
“Notice to Commence” means the written notice designated as such therein issued to the
Contractor by Owner.
“O&M Manuals” means all documentation necessary for Owner to start up, shut down, operate,
troubleshoot and repair the Facility, including but not limited to:
(a) a physical description of the Facility including drawings and pictures;
(b) a description of the module array indicating string voltages and

appropriate safety procedures;
(c) final as-built electrical and structural drawings, commissioning test

reports, equipment serial numbers, equipment warranty information;
(d) Equipment, location and identification, operations, maintenance, and

appropriate safety procedures for the Facility;
6
(e) instructions, safety precautions and prerequisites for the proper startup
and shutdown of all Equipment;
(f) instructions, safety precautions and prerequisites for troubleshooting

and repair of all Equipment;
(g) procedures for diagnosing underperformance or failure of Equipment;
(h) instructions and operating manuals for the operation and maintenance
of any equipment or part associated with the Facility;
(i) arc flash analysis and stickers; and
(j) any personal protection equipment requirements.
“Outage Start Date” is defined in Section 4.4.
“Owner” is defined in the first sentence hereof.
“Owner’s Representative” means any and all Persons appointed from time to time by Owner and
notified as such to the Contractor.
“Parent Guaranty” means the parent guaranty in the form set forth in Schedule 12.
“Parties” means Owner and the Contractor.
“Party” means Owner or the Contractor.
“Performance Certificate” means the certificate issued by Owner under Section 9.4.
“Performance Bank Guarantee” is defined in Section 4.2.
“Performance Test Protocol” means the procedures for testing set forth in the Project Functional
Specification.
“Performance Criteria” are achieved by the Facility can operate within the Maximum Acceptable
Loss Level and other criteria designated as such in the Functional Specification have been
achieved.
“Performance Criteria Tests” are set forth in the Project Functional Specification.
“Permanent Works” means all those components specified in the Project Functional
Specification or contemplated for the Facility, including all related facilities located on, under or
around the Site, taken as an integrated whole.
“Person” means any individual, corporation, company, partnership, joint venture, association,
trust, unincorporated organization, entity or Governmental Authority.
7
“Precommissioning” means the acts, tests and procedures involved in checking-out, starting-up
and initially operating items of Major Items and Permanent Works, either separately and
individually or in sequence only with those items of Major Items and Permanent Works that are
interconnected with the item being checked-out, started-up and tested.
“Preliminary Test Guidelines” means the guidelines for testing during Start-Up as set forth in the
Project Functional Specification.
“Preliminary Works” are all work and services described in Schedule 16.
“Preliminary Works Acceptance Certificate” is set forth in Schedule 6.
“Preliminary Works Acceptance Date” is defined in Section 10.1.
“Preliminary Works Scheduled Acceptance Date” is defined in Section 10.1.
“Preliminary Work Notice to Commence” is hereby given to the Contractor by the Owner
signing this Contract.
“Preliminary Works Milestone Payment” is any Milestone Payment designated as such in

Schedule 2.
“Preliminary Works Payment Amount” is the sum of the amounts of all Preliminary Works
Milestone Payments.
“Profit” means, with respect to any Cost, an amount equal to ten percent (10%) of such Cost.
“Programme” means Contractor’s proposed detailed schedule for performing the Works pursuant
to Section 4.13 which must take into account the schedule of the Solar Plant Contractor’s work
delivered to the Contractor.
“Progress Reports” means the progress reports to be delivered by the Contractor as set forth in
Section 4.15.
“Project” is defined in the Preamble hereof.
“Project Agreements” means the Connection Agreement Draft.
“Project Functional Specification” is attached as Schedule 19.
“Prudent Electrical Practices” means the use of equipment, practices or methods, as required to
comply with applicable industry codes, standards, and regulations in the Country:
(a) to protect the substation serving the Facility, the Grid, employees, agents, and
customers from any malfunction or unnecessary peril occurring at the
Facility; and
8
(b) to protect the Facility and Owner’s employees, contractors, Lenders and
agents at the Site from any malfunction or unnecessary peril occurring on the
Grid.
“Prudent Utility Practices” means those practices, methods, and equipment, in effect at the time
of performance of the Works, that are commonly used by reputable utilities operating in the
electric utility industry and having regard to operational considerations in Perú as prudent to
design, construct, equip, operate and maintain electric power generating equipment lawfully and
giving due regard to safety, dependability, and efficiency.
“Punch List” means the list submitted by the Contractor as such but only if ever such is approved
by Owner’s Representative in writing.
“Receiving Party” is defined in Section 1.11.
“Remedial Plan” is defined in Section 8.2.
“Representatives” means Owner’s Representative and the Lenders’ Representative.
“Required Rating” shall mean, with respect to any Person, that such Person’s non-credited
enhanced long-term senior unsecured debt is rated at least A3 by Moody’s Investors Service or
A- by Standard & Poor’s Rating Services.
“Schedule of Milestone Payments” means Schedule 2.
“Scheduled Preliminary Works Acceptance Date” is 500 Days after the Effective Date.
“Scheduled Taking-Over Date” means June 01, 2025 but shall be extended on a Day-for-Day
basis for each Day that Notice to Commence is given after February 29, 2024.
“Shutdown Liquidated Damages” is defined in Section 4.4.
“Siemens” is defined in the first sentence hereof.
“Site” means the places provided by Owner where the Works are to be executed and to which
Materials are to be delivered, and any other places as may be specifically designated in this
Contract as forming part of the Site and plan of the Site is contained in the Project Functional
Specification.
“Solar Plant Contractor” is defined in the recitals hereof.
“Start-Up” means the process of collectively starting and initially operating the aggregate of
systems, subsystems, and components of the Facility as a whole, including but not limited to the
Preliminary Test Guidelines set forth in the Project Functional Specification.
“Subcontractor List” means the list of Subcontractors as set forth in the Project Functional
Specification.
9
“Subcontractor” means any subcontractor, contractor, manufacturer, supplier or other Person

engaged in any part of the Works or any Person to whom a part of the Works has been
subcontracted in accordance with Section 4.5.
“Taking-Over Certificate” means a certificate issued by the Owner accepting the Contractor’s
certification that the Taking-Over Date has occurred.
“Taking-Over Date” means the first date by which the Contractor has successfully completed the
Taking-Over Tests specified in the Project Functional Specification (including passing the
reliability run, performance tests and demonstration tests) meeting or exceeding the Taking-Over
Levels.
“Taking-Over Levels” are meet once the Contractor demonstrates that the Facility can operate
safely and continuously for 1 continuous hour while exporting all electricity injected into the
Medium Voltage Connection Point with the Facility losses between the Medium Voltage
Connection Point and the last meter on the Facility before the Facility’s connection point to the
220kv bus bar at the Substation less than two (2) percent of the power injected for the duration of
such hour (provided that no Variation has been executed to change the total cable length of such
line).
“Taking-Over Tests” are set forth in the Project Functional Specification.
“Technical Assessment” means a thorough visual, mechanical and technical investigation of the
Facility and operating data related thereto resulting in a written diagnostic report prepared by
Contractor in accordance with Section 9.1 containing detail sufficient, as determined by Owner,
to indicate the root cause(s) of the Facility’s failure to achieve the Performance Criteria.
“Temporary Works” means all temporary works of every kind (other than Contractor’s
Equipment) required for the execution and completion of the Works.
“Test Procedures” is defined in Section 9.4.
“Tests” means the tests specified in this Contract to be carried out in order to establish whether
or not Mechanical Completion, the Taking-Over Date and the Performance Criteria have been
achieved.
“Time for Completion” means the time permitted herein for achieving the Taking-Over Date and
the Performance Criteria.
“Training Program” means the training program provided by the Contractor for operators of the
Project as set forth in the Project Functional Specification.
“Unitelec” is defined in the first sentence hereof.
“Utility Approvals” means all authorizations, consents, licenses, certifications, registrations,

exemptions, permits, certificates and approvals required from COES.
10
“Variation” means any alteration and/or modification to this Contract, which is instructed in
writing by Owner or approved in writing as by Owner in accordance with Article 14.
“Warranty Period” means the period from the Taking-Over Date to the date which is 730 Days
after the Taking-Over Date as may be extended as provided in Article 12 or modified in Section
8.3.
“Works” means the Preliminary Works if Notice to Commence has been given, Permanent
Works and the Temporary Works for all phases of this Contract, including engineering and
design, procurement, manufacture, delivery, site clearance, civil works, construction and
erection, installation, training, Start-Up (including calibration, inspection and Start-Up
operation), demonstration and testing with respect to the Permanent Works and Temporary
Works to be performed by the Contractor pursuant to the Contract or required by the Project
Agreements as regards the Facility and includes all portions of the Facility, including labor,
materials, Equipment, machinery, tools, transportation, construction fuels, chemicals, utilities,
administration, and any other services or items to be used by the Contractor or its Subcontractors
in the prosecution of this Contract, wherever the same are being performed.
1.2 Headings and Marginal Notes - The headings and marginal notes are not
part of this Contract, and shall not be taken into consideration in its
interpretation.
1.3 Interpretation - Words importing Persons shall include firms and

corporations and any organization or entity having legal capacity. Words
importing the singular also include the plural and vice versa where the
context requires. Words importing one gender also include the other
gender. The words “herein,” “hereof” and “hereunder” shall refer to this
Contract as a whole and not to any particular section or subsection of this
Contract; and the words “include,” “includes” or “including” shall mean
“including, but not limited to.”
1.4 Law and Language - The Contract shall be governed by and construed in
accordance with the laws of Peru. The language for all communications
and notices hereunder shall be English regardless of any course of dealing
of the Parties.
1.5 Priority of Documents - The documents forming this Contract are to be

taken as mutually explanatory of one another. If there is an ambiguity or
discrepancy in the documents, the Contractor shall promptly notify Owner
in writing upon its discovery thereof and Owner’s Representative shall
issue any necessary clarification or instruction to the Contractor. The
priority of the documents shall be as follows:
(a) the Articles of this Contract;
(b) the Anneces hereof; and then
11
(c) the Project Functional Specification and then the attachments thereto
and references therein in the order so attached and referred with the
first attachment and reference being the most important.
(d) the Schedules hereof.
1.6 Documents on Site - The Contractor shall keep on the Site one complete
set of the documents applicable to the Works while they are under
construction. Owner and Owner’s Representative and assistants shall have
the right to use such documents at all reasonable times.
1.7 Communications - Wherever provision is made for the giving or issue of

any notice, instruction, consent, approval, certificate or determination by
any person, unless otherwise specified such communication shall be in
writing in English and shall not be unreasonably withheld or delayed but
technical communications may be written in Spanish. Wherever provision
is made for a communication to be written, or in writing, this means any
hand-written, type-written or printed communication, including e-mail. All
certificates, invoices, notices or written orders to be given hereunder shall
either be sent by registered or certified mail, recognized express courier, e-
mail to the other Party at the address designated below, and shall be
effective upon delivery. The addresses for the receipt of such
communications shall be as follows:
If to Owner:
c/o Kallpa Generación S.A.

Calle Las Palmeras 435, Piso 7
San Isidro, Perú
Attention: Eduardo Mendoza

email: [email protected]
With a copy to:

Gonzalo Silva, Senior Development Engineer
Carlos Leon, Legal Counsel

Email: [email protected]
Gino Sangalli, General Counsel

Joaquin Coloma, Chief Business Development Officer

12
If to the Contractor:
Siemens Energy S.A.C
Av. Domingo Orue 971
Surquillo, Perú
Attention: Dante Vasquez Rabanal

E-mail:[email protected]
With a copy to:

[email protected] , commercial project manager
Jesus Gutierrez, Business Development

Email: [email protected]
If to Owner’s Representative:
As designated in writing by Owner.
1.8 Construction Documents - The Construction Documents shall be in the

custody and care of the Contractor. The Contractor shall provide a
sufficient number for the use of Owner’s Representative, or as specified in
the Project Functional Specification.
1.9 Contractor’s Use of Owner’s Documents - Copyright and ownership of

the Project Functional Specification contained in the request for proposals
issued by Owner in connection with the Project and other documents and
computer programs issued by Owner or Owner’s Representative to the
Contractor shall (as between the Parties) be the property of Owner. The
Contractor may, at its cost, copy, use and communicate any such
documents (including making and using modifications) for the purposes of
this Contract and the Contractor shall not, without Owner’s consent, use
such documents for purposes other than those related to the Project. They
shall not, without Owner’s consent, be used, copied or communicated to a
third party by the Contractor, except as necessary for the purposes of this
Contract. Effective upon the Commencement Date, the Contractor hereby
grants to Owner and its successors and assignees, for the lifetime of the
Facility and irrevocable, royalty-free license to use any Construction
Documents, or computer programs furnished by the Contractor hereunder
for the purpose of financing, maintaining, operating, modifying or selling
the Project.
1.10 No Technology Transfer - For the avoidance of doubt, Owner understands

that the foregoing is not and shall not be deemed to be a technology
transfer to Owner of any technology or intellectual property rights relating
to the Construction Documents relating to the design of electric substations
or equipment and the Contractor shall retain all rights, title and interest in
13
the Contractor’s and its Affiliates proprietary technology, patents, trade

secrets and shop drawings.
1.11 Confidential Details - This Contract and any information exchanged

between the Parties (as the case may be, the “Disclosing Party” or the
“Receiving Party”) under this Contract (both collectively, “Confidential
Information”) shall be held confidential by the Receiving Party and shall
not be used or disclosed by the Receiving Party for any purpose other than
the performance of this Contract and any Persons involved or considering
whether to be involved in the development, financing, operation,
maintenance and/or improvement of the Facility and its direct or indirect
sale by the Owner or any of the Owner’s Affiliates.
This Section shall not prevent the Receiving Party from disclosing Confidential
Information pursuant to:
(a) a subpoena issued by a court of competent jurisdiction;
(b) other requirements of law or judicial or administrative order; or
(c) activities related to the development, construction and financing of the

Works;
provided, however, that prior to making such a disclosure pursuant to (a) and (b),
the Receiving Party will provide the Disclosing Party with timely advance written
notice of its intent to so disclose, to the extent reasonably practical, and prior to
making such a disclosure pursuant to (c) to any Person not bound by
confidentiality obligations at least as restrictive as those contained in this Section
1.11, the Receiving Party will obtain from such Person a confidentiality
agreement consistent with this Section 1.11. The Receiving Party shall have no
obligation hereunder with respect to any portion of the Confidential Information
received by it from losing Party that:
(a) has been made public, unless such Confidential Information was made
public by or with the assistance of the Receiving Party in violation of
this Contract;
(b) becomes part of the public domain by publication or otherwise, after

disclosure to the Receiving Party, unless such Confidential
Information was made public by or with assistance of the Receiving
Party in violation of this Contract;
(c) shall otherwise lawfully become available to the Receiving Party on a

non-confidential basis from a third party who has not received the
Confidential Information directly or indirectly from Disclosing Party;
(d) was or is independently developed by the Receiving Party, and such

fact can be proven by reasonable written documentation, and such
14
Confidential Information was not acquired directly or indirectly from

Disclosing Party; or
(e) was already rightfully in the Receiving Party’s possession at the time it
was disclosed to the Receiving Party.
In addition, unless otherwise required by Applicable Laws, the Receiving Party

shall not, without the prior written consent of Disclosing Party, issue any public
statement, press release, publicity handout, photograph or other material relating
to or disclosing in any way whatsoever to any Person other than a prospective
Subcontractor the award to the Contractor of this Contract or the scope, extent or
value of the Works, or any details as to Materials, Major Items and other
Equipment to be used or installed by the Contractor, or anything whatsoever
relating to the Works or any part thereof. Without in any way restricting the
generality of the foregoing, the Contractor shall not invite or permit any reporter,
photographer, television camera crew, commercial radio broadcaster or any other
such Person to enter upon the Site without the express prior written consent of
Owner. The Receiving Party will not furnish and has not furnished any
proprietary or confidential information or trade secrets to Disclosing Party or its
Affiliates.
1.12 Compliance with Statutes, Regulations and Applicable Laws - The

Contractor shall, in all matters arising in the performance of this Contract,
comply with, give all notices under, and pay all fees required by, the
provisions of any national or local statute, ordinance, decree or other law,
the portions of the EIA concerning the Works, or any regulation, decree or
decision of any legally constituted public authority having jurisdiction over
the Works, including all Applicable Laws and Applicable Permits. Except
for those permits, licenses, or approvals listed herein as required to be
obtained by Owner, the Contractor shall obtain all permits, licenses or
approvals required for any part of the Works, in reasonable time taking
account of the times for delivery of the Major Items, Equipment and
Materials and for completion of the Works. The Contractor has made a
thorough and complete investigation of all Applicable Laws and Applicable
Permits or consents required from or by any Governmental Authority in the
Country or elsewhere respecting design, construction, performance and
testing of the Works, including those permits and consents are set forth in
the Project Functional Specification. The Contractor warrants that the
listing of required permits and consents contained in the Project Functional
Specification is accurate and complete as of the Effective Date. In the
event it is subsequently discovered that (other than Owner permits)
additional permits or consents are required to be obtained by the Contractor
to carry out any part of the Works, the Contractor assumes full
responsibility for any additional cost and delay that is incurred by the
Contractor as a result of the requirement to obtain such additional permits
or consents, provided that such additional permits or consents are not a
result of a Change in Law. The Contractor shall be entitled to a Variation
15
in accordance herewith if the additional permits or consents referred to

herein are a result of a Change in Law. The Contractor shall comply with
the laws of the Country and of each jurisdiction where activities are
performed in connection with the Works. Each of Owner and the
Contractor shall also comply with and shall not take any action which
would violate or cause a violation of the provisions of (a) the United States
Foreign Corrupt Practices Act of 1977 (b) constitute an offence under the
Prevention of Corruption Acts 1889 to 1916 or Part 12 of the Anti
Terrorism, Crime and Security Act 2001 or (c) constitute an offence under
the OECD Good Practice Guidance on Internal Controls, Ethics, and
Compliance
http://www.oecd.org/investment/briberyininternationalbusiness/anti-
briberyconvention/44884389.pdf. Neither the Contractor or the Owner nor
any of its respective Affiliates nor their respective directors, officers,
shareholders, employees nor agents shall make nor offer, in respect of the
performance of the Works, any loan, gift nor other payment, directly or
indirectly, whether in cash or in kind, for the use or benefit of a Foreign
Official for the purposes of influencing any act or decision of such Foreign
Official in his official capacity, or inducing such Foreign Official to do or
omit to do any act in order to obtain or retain business or otherwise to
secure any improper advantage. The Contractor and Owner shall each
indemnify, defend and hold one and other harmless from any and all
liabilities, costs, penalties, fines, and attorney’s fees, costs associated its
breach of any of the foregoing. The Contractor shall cause its
Subcontractors to comply with the provisions of this Section 1.12. If the
Contractor, or any of its Subcontractors at any tier, agents or servants shall,
in connection with the performance of the Works or this Contract, violate
or take any action which would violate or cause Owner to violate the
provisions of the United States Foreign Corrupt Practices Act of 1977 or
commit an offence under the Prevention of Corruption Acts 1889 to 1916
or Part 12 of the Anti Terrorism, Crime and Security Act 2001 or under the
OECD Good Practice Guidance on Internal Controls, Ethics, and
Compliance or under the anneces, then Owner may, after having given
notice to the Contractor, terminate the Contractor’s employment under this
Contract and expel them from the Site, and the provisions of this Section
shall apply as if such termination and expulsion had been made under
Section 15.2. The Contractor hereby represents and warrants that it is
aware of and is in compliance with and covenants that it will comply with
the provisions set forth in the anneces.
1.13 Joint and Several Liability - If the Notice to Commence is ever given, the
Contractor will be a joint venture (consortium) of two Persons and all such
Persons are jointly and severally liable to Owner for the fulfillment of the
terms of this Contract. Siemens shall act as leader with authority to bind the
joint venture (consortium) and each of its members and shall execute and
deliver to Owner such documents as may be necessary to reflect the same.
The composition or the constitution of the joint venture (consortium) shall
16
not be altered. The consortium will be assigned to Siemens after signing the
Taking Over Certificate, or before the 36 months from the Effective Date,
whichever occurs first, and Siemens shall maintain the remaining
obligations of the consortium to the Owner and such assignment is hereby
accepted by the Owner.
1.14 Rights of Assignment - Except as expressly provided below, neither this

Contract nor any right, privilege or delegation hereunder may be assigned
or transferred in whole or in part by any Party and any attempted
assignment or transfer without such written consent shall be void.
1.15 Lender Requirements - The Contractor shall execute the additional clause
set forth in Schedule 4. The Contractor shall cooperate with Owner or any
Lender or other entity providing financing for this Contract, to (i) consider
in good faith any reasonable changes to this Contract requested by the
Lender to be effected in the form of a Variation if such change is agreed by
the Parties acting reasonably and (ii) negotiate a reasonable consent to
assignment of this Contract and will provide a reasonable opinion of
counsel, in each case, to the extent required by such Lender or other entity
as to the enforceability of such consent and this Contract. The Contractor
shall (subject to the non-disclosure protection of Section 1.11) provide such
documents and other technical assistance as Lender´s Representative may
reasonably request in connection with obtaining financing for the Project.
During the performance of the Works, the Contractor shall make available
to Lender’s Representative information relating to the status of the Works
including, but not limited to, information relating to the design,
engineering, construction and testing of the Facility and such other matters
as Lender’s Representative may reasonably request. Lender´s
Representative shall have the right to participate in all inspections
conducted by Owner under this Contract and to attend all Performance
Tests which may be witnessed by Owner and Owner shall cause all such
persons to observe the Contractor’s security and safety regulations at all
applicable locations and to refrain from interfering with the Contractor’s
performance of the Works. The Contractor acknowledges and agrees that
the Project may be financed and that, for its implementation, the signing of
one or more addendums to this Contract may be necessary, where certain
rights and obligations of the Owner are assigned to the Lender(s). Unless
otherwise agreed at the time of such assignment, in the event that the
payment obligation is assumed by the Lender, and the Lender fails to
comply with it, the Owner undertakes to resume such obligation and make
payments to the Contractor in accordance with the Contract.
1.16 Documentation and Right of Audit - Where the Contractor performs any
work on a time and material basis in connection with a Variation Owner
and their Representatives shall have access, at all reasonable times, during
the course of the Works and for a period of six (6) months after the
completion of the Variation work to all applicable Contractor’s books and
17
records for the purpose of auditing and verifying costs of services. The
Contractor is required to maintain supporting data and accounting records
in accordance with the generally accepted accounting principles utilized in
the Country, all consistently applied regardless of the location of any work
performed. In all cases Owner shall have the right to verify compliance
with Sections 15.5 and 1.12 of this Contract. Subject to the Confidentiality
provisions of this Contract, the Contractor shall provide the above-
mentioned records in computer readable format, if available, as well as an
original hard copy. Owner and their representatives shall have the right to
reproduce any of the aforesaid documents, always subject to Section 1.11,
shall be provided adequate and appropriate work space in order to conduct
audits in compliance with this audit provision. Any adjustments and/or
payments which must be made as a result of any such audit or inspection of
the Contractor’s invoices and/or records shall be made within a reasonable
amount of time (not to exceed thirty (30) Days) from presentation of the
findings to the Contractor. The Contractor will not charge for its costs
incurred with the audit. The Contractor will cooperate fully and cause all
related parties and all Subcontractors to cooperate fully in furnishing or in
making available to Owner and their representatives from time to time,
whenever requested and in an expeditious manner, any and all such
information, materials and data.
II. OWNER
2.1 Access to and Possession of the Site - The Owner shall not be obligated
ever under any circumstances to give a Notice to Commence. Owner shall
grant the Contractor right of access to and possession of, the Site
concurrently with the Notice to Commence is such is ever given. Such
right and possession shall not be exclusive to the Contractor in that Owner
shall be permitted unrestricted access for Owner, Lenders’ Representative,
and each of their respective employees, contractors, representatives and
consultants. If the Contractor suffers delay and/or incurs Cost from failure
on the part of Owner to grant right of access to or possession of the Site,
the Contractor shall give notice to Owner's representative within ten (10)
Days of suffering such delay and/or incurring such Cost and if the
Contractor has complied with such notice obligation it shall be entitled to
request a Variation under Section 14.2.
2.2 Permits, Licenses or Approvals - Owner shall obtain those permits,

licenses or approvals specifically required herein to be obtained by Owner.
Owner shall, at the request of the Contractor, provide reasonable assistance
in applying for permits, licenses or approvals which are required for any
part of the Works and required to be obtained by the Contractor for
delivery of Equipment, Materials and Contractor’s Equipment, and for the
completion of the Works. It is the sole responsibility of the Contractor to
request such timely assistance and to provide all necessary documentation
and other information to facilitate the provision of such assistance.
18
2.3 Owner’s Entitlement to Terminate - Unless Owner is in breach of any of

payment obligations under this Contract, shall be entitled to terminate this
Contract at its convenience at any time by a written notice executed by
Owner and delivered to the Contractor. In the event of such termination,
the Contractor:
(a) shall proceed in accordance with Section 15.2; and
(b) shall be paid by Owner the amount, if any, determined under Section
15.3.
In the event this Contract terminates prior to having issued a Notice to

Commence pursuant to Section 8.1, Contractor shall have no rights to be paid any
monies by Owner or make any claim for costs arising out of or relating to this
Contract, except for:
(a) any Preliminary Works Milestone Payment if the milestone achievement

corresponding to such has already been achieved; plus
(b) an amount equal to (i) Contractor’s actual and documented costs (including
for this purpose, Profit thereon) as audited and accepted by an independent
quality surveying firm of international reputation selected and paid for by
Owner and reasonably acceptable to Contractor, incurred and which could not
be avoided in connection with the performance by Contractor of the
Preliminary Works as of the date of such termination and which were not
previously paid by Owner, (ii) with respect to materials, equipment or
supplies to be incorporated into the Preliminary Works which have been
ordered, but have not been delivered to the Site either (a) all documented
costs incurred by Contractor in connection with such materials, equipment or
supplies, for which Contractor has not been paid, provided that such
materials, equipment or supplies are delivered to Owner at the Site together
with all documents necessary to transfer good and unencumbered title thereto
to Owner, if Owner has elected (in its sole discretion) in writing to take
possession of such Materials, equipment or supplies, or (b) all actual,
documented, reasonable and customary cancellation charges payable by the
Contractor to its Subcontractors for such materials, equipment or supplies as
a result of such cancellation, to the extent that such charges are not mitigated
despite best efforts to do so by Contractor, if Owner has elected (in its sole
discretion) in writing not to take possession of such materials, equipment or
supplies.
Payment of the above amounts shall be the sole and exclusive liability of
Owner, and the sole and exclusive remedy of Contractor, with respect to the
termination of this Contract if Notice to Commence has not been given.
2.4 Connection Agreement - If Notice to Commence has been given and the
Owner requires any change in the technical requirements of the Works
19
regarding the Existing Substation from those set forth in the Connection
Agreement Draft and/orthose set forth in the Project Functional
Specification then Contractor shall be entitled to a Variation.
For the avoidance of doubt the terms and conditions of the Project
Agreements are not binding on the Contractor and the Contractor shall not
have any responsibility or liability to any of the other parties of the Project
Agreements, including but not limited to any payment reimbursement or
economic consequence that may apply to the Owner under the Project
Agreements.
2.5 Owner Right to do Work - Other than in the case of the Preliminary
Works before the Notice to Commence has been given, if the Contractor
fails to commence to furnish sufficient workers, or materials or
performance this Work in accordance with the requirements hereof or the
Baseline Project Schedule, for fifteen (15) days after written notice
specifying such failure, Owner shall have the option to supply workers,
materials, or both, and perform the Work. Owner shall deduct expenses
incurred in engaging other contractors, and supplying workers and material
from payments due or which may become due to the Contractor (including,
without limitation, drawing under the Performance Bank Guarantee). If
expenses exceed the balance due or which becomes due to the Contractor,
the Contractor shall pay the excess to Owner immediately upon written
demand therefor. Owner shall have the right to perform work with its own
employees or by other contractors and to permit other entities to do work
during the progress and within the limits of, or adjacent to, the Site, and the
Parties shall conduct their work and cooperate with all others so as to
mitigate any possible interference. The Contractor shall allow other
contractors or entities access to their work within the Site. The Contractor
shall make no claims against Owner for additional payment due to delays
or other conditions created by the reasonable operations of such other
parties. Any Work provided by Owner due to the Contractor’s failure to
perform shall be charged to the Contractor at Owner’s cost.
2.6 Work Provided by Others - Owner reserves the right to contract with
other Persons.
III. OWNER’S REPRESENTATIVE
3.1 Owner’s Representatives Duties and Authority - Owner’s

Representative shall carry out the duties specified in this Contract.
Owner’s Representative shall have no authority to amend this Contract.
Owner’s Representative may exercise the authority specified in or
necessarily to be implied from this Contract. Except as expressly stated in
this Contract, Owner’s Representative shall have no authority to relieve the
Contractor of any of its duties, obligations or responsibilities under this
Contract, except in a duly executed Variation. Any proposal, inspection,
20
examination, testing, consent, approval or similar act by Owner’s

Representative (including absence of disapproval) shall not relieve the
Contractor from any duty, responsibility or obligation, including
responsibility for errors, omissions, discrepancies.
3.2 Owner’s Representative’s Authority to Delegate - Owner’s

Representative may from time to time delegate any of his duties to
assistants, and may at any time revoke any such delegation. Any such
delegation or revocation shall be in writing and shall not take effect until a
copy has been delivered to the Contractor. Any determination, instruction,
inspection, examination, testing, consent, approval or similar act by any
such assistant of Owner’s Representative in accordance with the delegation
shall have the same effect as though it had been an act of Owner’s
Representative. However, any failure to disapprove any Equipment,
Materials, design or workmanship shall not prejudice the right of Owner’s
Representative to reject (if prior to the start of the Warranty Period) or
make a warranty claim (if the Warranty Period is in effect) on such
defective Equipment, Materials, design or workmanship.
3.3 Owner’s Representative’s Instructions - The Contractor shall comply

with instructions given by Owner’s Representative in accordance with this
Contract.
3.4 Owner’s Representative’s to Attempt Agreement - When Owner’s

Representative is required to determine value, Cost or extension of time, he
shall consult with the Contractor in an endeavor to reach agreement
thereon. If agreement is not achieved, Owner’s Representative shall
determine the matter subject to the right of either Party to seek recourse
pursuant to Article XX. Whenever, under this Contract, Owner’s
Representative is required to exercise discretion by: (a) giving a decision,
opinion or consent; (b) expressing a satisfaction or approval; (c)
determining value; or (d) otherwise taking action which may affect the
rights and obligations of the Contractor or Owner, Owner’s Representative
shall exercise such discretion fairly and reasonably within the terms of this
Contract and having regard to all the circumstances.
IV. CONTRACTOR
4.1 General Obligations - The Contractor shall perform or cause to be

performed the Preliminary Works. The Contractor shall perform or cause to
be performed the Works when if ever the Notice to Commence has been
given, including engineering and design, procurement, manufacture,
delivery, site clearance, civil works, construction and erection, installation,
training, start-up (including calibration, inspection and start-up operation),
demonstration and testing of the Works, and provide all labor, materials,
equipment, machinery, tools, transportation, construction fuels, chemicals
required in connection with the Contractor’s performance of any part of the
21
Works, utilities required in connection with the Contractor’s performance

of any part of the Works (except to the extent expressly provided otherwise
herein), administration and other services or items required to complete the
Works, all on a lump sum, fixed price, and otherwise in accordance with
this Contract, including without limitation the Project Functional
Specification, and in compliance with all Applicable Laws of Peru and
Applicable Permits which apply to the Works and generally recognized
professional and industry standards (including Prudent Utility Practices and
Prudent Electrical Practices). The Contractor shall further design,
engineer, construct and execute the Works in a manner consistent with the
requirements of Project Functional Specification in order to provide Owner
with a complete, integrated and fully functional electrical Facility to be
used meeting all manufacturer’s written instructions and any specific
instructions of any manufacturer’s representative and all requirements of
COES. Owner is relying upon the expertise of the Contractor to furnish a
completed Facility in accordance with the terms of this Contract. The
Contractor acknowledges Owner’s reliance upon the expertise of the
Contractor as set forth in this Section. The Works shall be completed by
the Contractor wholly in accordance with this Contract and generally
recognized professional and industry standards (including Prudent Utility
Practices and Prudent Electrical Practices) and fit for the purposes for
which they are intended. The Works shall include any work which is
necessary to satisfy the Project Functional Specification and schedules, or
is implied by this Contract, or arises from any obligation of the Contractor,
and all works not mentioned in this Contract but which may be inferred
from this Contract to be necessary for stability or completion or the safe,
reliable and efficient operation of the Works. The Contractor shall design,
execute and complete the Works, including providing Construction
Documents, within the Time for Completion, and shall remedy any defects
or deficiencies that may arise within the Warranty Period irrespective of
whether such defects or deficiencies can be remedied during the Warranty
Period. The Contractor shall provide all superintendence, labor,
Equipment, Materials, Contractor’s Equipment, Temporary Works and all
other things, whether of a temporary or permanent nature, required in and
for such design, execution, completion and remedying of defects or
deficiencies. The Contractor shall execute the Works continuously and
diligently and shall, if Notice to Commence is ever given, achieve the
Taking-Over Date on or before the Scheduled Taking-Over Date, and
thereafter achieve the Performance Criteria as expeditiously as possible and
as required by Section 8.2. The Contractor represents that it has satisfied
itself prior to the Effective Date regarding the design criteria (if any)
included in the Project Functional Specification and the accuracy of any
setting-out points, lines and levels of reference specified therein. The
Contractor shall make no claim for additional compensation, extension of
the Time for Completion, Variation or otherwise for any alleged error, fault
or defect in the Project Functional Specification. The Contractor shall take
22
full responsibility for the adequacy, stability and safety of all Site
operations, of all means and methods of construction and of all the Works,
irrespective of any approval or consent or the lack thereof by Owner’s
Representative. The intent of this Contract is to relieve Owner of the
necessity of engaging or supplying any labor, service or material to
complete the Project unless the labor, service or material is expressly stated
in this Contract as being furnished by Owner. Contractor shall perform all
requirements of Owner under the Connection Agreement and provide such
cooperation, including engineering support, attendance at meetings, and
coordination of Facility design, as may be required by Owner and COES
limited to the scope and technical solution defined and presented during
offer phase.
4.2 Performance Security - As performance security for the Contractor’s

obligations under this Contract, the Contractor shall provide Owner with
the following within ten (10) Business Days of the Commencement Date:
(a) a bank guaranty in the form of Schedule 9 (the “Advance Payment

Security”) issued by an Eligible Bank in a stated amount equal to ten
percent (10%) of the Domestic Contract Price and expire no earlier
than the date the Owner has paid an amount equal to such stated
amount to the Contractor;
(b) a bank guarantee in the form of Schedule 15 issued by an Eligible

Bank (the “Performance Bank Guarantee”) in the amount of US15% of
the Domestic Contract Price and expire no earlier than the end of the
Warranty Period but may decrease to 10% of the Domestic Contract
Price at the Taking-Over Date; and
(c) a Parent Guaranty.
The Contractor shall provide the Advance Payment Security, Performance Bank
Guarantee and the Parent Guaranty as a condition of being entitled to receipt of
any Milestone Payment which is not a Preliminary Works Milestone Payment.
Owner shall also be entitled to draw up to the full amount of the Performance
Bank Guarantee to cover Owner’s loss or cost or the loss or cost estimated by
Owner’s Representative caused by the Contractor’s breach of its obligations
hereunder, including but not limited to liquidated damages for delay, the Buy-
Down Amount, back charges and uncompleted Punch List work.
4.3 Contractor’s Representative - Unless the Contractor’s Representative is

named in this Contract, the Contractor shall, within fourteen (14) Days of
the Effective Date, submit to Owner’s Representative for consent the name
and particulars of the Person the Contractor proposes to appoint, which
shall not be unreasonably delayed or withheld. The Contractor shall not
revoke the appointment of the Contractor’s Representative without the
prior consent of Owner’s Representative. The Contractor’s Representative
23
shall be a full time employee of the Contractor dedicated to directing the

preparation of the Construction Documents and the execution of the Works.
Except as otherwise stated in this Contract, the Contractor’s Representative
shall receive (on behalf of the Contractor) all notices, instructions,
consents, approvals, certificates, determinations and other communications
under this Contract. Whenever the Contractor’s Representative is to be
absent, a suitable replacement person shall be appointed, and Owner’s
Representative shall be notified immediately.
4.4 Coordination of the Works - The Contractor shall be responsible for the
coordination and proper execution of the Works, including cooperation of
Owner’s other contractors and the Solar Plant Contractor. The Contractor
shall, as specified in the Project Functional Specification, afford all
reasonable opportunities for carrying out its work to:
(a) any other contractors employed by Owner or the Solar Plant

Contractor;
(b) Owner; and
(c) the workmen of Governmental Authorities and utility companies who

may be employed in the execution on or near the Site of any work not
included in this Contract, which Owner may require.
The Contractors will carry out the Works in a manner that will not interfere or
delay the work of the Solar Plant Contractor. The Contractor shall furnish the
Solar Plant Contractor with all information requested by the Solar Plant
Contractor promptly. By the first (1st) Day of the fourth (4th) calendar month after
the Commencement Date, the Contractor shall notify Owner in writing of the
proposed earliest date and estimated duration of any Existing Substation Outage
that the Contractor might require and thereafter the Parties and the Solar Plant
Contractor shall work in good faith to reach written agreement on the duration of
any such Existing Substation Outage and the date and time for the commencement
of any such Existing Substation Outage (an “Outage Start Date”). The Contractor
shall use its best efforts to avoid exceed three Existing Substation Outages and to
minimize the duration of each Existing Substation Outage. If the Contractor
requires more than thirty-six (36) Existing Substation Shutdown Hours in total,
the Contractor shall pay to Owner an amount equal to US$100,000/hr for each
Existing Substation Shutdown Hour in excess thereof (“Shutdown Liquidated
Damages”).
4.5 Subcontractors - The Contractor shall not subcontract the whole of the
Works. Unless otherwise stated in this Contract:
(a) the Contractor shall not be required to obtain consent for purchases of
new Materials or for subcontracts for which in each case of the
foregoing the Subcontractor or any of its Affiliates is named in this
24
Contract or identified in the Subcontractor List set forth in the Project

Functional Specification and the prior consent of Owner’s
Representative shall be obtained for any other proposed Subcontractor;
and
(b) not less than twenty-eight (28) Days before the intended date of each
Subcontractor commencing work on the Site, the Contractor shall
notify Owner’s Representative of such intention.
The Contractor shall obtain, coordinate and submit to Owner’s Representative for
his information all details (including details of work to be carried out off the Site)
from Subcontractors and suppliers, including unpriced copies of subcontracts for
Major Items. The Contractor shall be responsible for observance by all
Subcontractors of all the provisions of this Contract. The Contractor shall be
responsible for the acts or defaults of any Subcontractor, his agents or employees,
in the performance of the Works as fully as if they were the acts or defaults of the
Contractor, his agents or employees. Any subcontracting by the Contractor of any
portion of the Works shall not release or discharge the Contractor of any of its
responsibilities or obligations under this Contract. Any Subcontractor warranties
extending beyond the Warranty Period shall automatically be assigned to Owner.
The Contractor agrees to incorporate into each subcontract for Major Items terms
and conditions substantially equivalent to those in this Contract. All subcontract
agreements and purchase orders shall contain a provision providing for
assignment of such subcontracts or purchase orders to Owner in the event of
termination of the Contractor’s employment pursuant to the terms hereof. Such
assignment will be at the discretion of Owner, in accordance with the terms of
Section 15.2, and at no cost to Owner.
4.6 Assignment of Subcontractor’s Obligations - If a Subcontractor has

undertaken a continuing and assignable obligation to the Contractor for
work designed or executed, or Equipment, Materials or services supplied,
by such Subcontractor, and if such obligation extends beyond the expiry of
the Warranty Period, the Contractor shall, upon the expiry of the Warranty
Period, assign the benefit of such obligation to Owner for its unexpired
duration at the request of Owner. The Contractor, in entering into any
subcontracts, shall ensure that all such obligations are capable of being
assigned to Owner. In the case that the Commencement Date has not
occurred by the end of the Preliminary Works Warranty Period, if a
Subcontractor has undertaken a continuing and assignable obligation to the
Contractor for work designed or executed, or Equipment, Materials or
services supplied, by such Subcontractor included in the Preliminary
Works, and if such obligation extends beyond the expiry of the Preliminary
Works Warranty Period, the Contractor shall, upon the expiry of the
Preliminary Works Warranty Period, assign the benefit of such obligation
to Owner for its unexpired duration at the request of Owner. The
Contractor, in entering into any subcontracts, shall ensure that all such
obligations are capable of being assigned to Owner.
25
4.7 Setting Out - The Contractor shall set out the Works as necessary. The
Contractor shall correct, at his cost, any error in the positions, levels,
dimensions or alignment of the Works. The Contractor shall check all
quantities and dimensions provided by Owner and shall be responsible for
any errors which can be discovered by examination or checking of this
Contract and the Contractor shall be responsible for the joining and fitting
of all parts of the Works and any checking or inspection by Owner shall not
relieve the Contractor of any responsibility as to the correctness of the
Works.
4.8 Quality Assurance/Quality Control (QA/QC) - Unless otherwise stated

in this Contract, the Contractor shall institute a quality assurance system to
demonstrate compliance with the requirements of this Contract. Such
system shall be in accordance with the details stated in this Contract
including, without limitation, the Project Functional Specification.
Compliance with the quality assurance system shall not relieve the
Contractor of its duties, obligations or responsibilities. Subject to the more
particular requirements of the Project Functional Specification, details of
all QA/QC procedures and compliance documents shall be available for
review at the Contractor’s facilities to Owner’s Representative for his
information before each design and execution stage is commenced. When
any QA/QC document is issued to Owner’s Representative, it shall be
accompanied by the signed quality statements for such document, in
accordance with the details stated in this Contract. Owner’s Representative
shall be entitled to audit any aspect of the system and require corrective
action to be taken.
4.9 Site Data - Owner has made available to the Contractor the data available
to Owner on hydrological and sub-surface conditions at, under and around
the Site, and studies on environmental impact which have been obtained by
or on behalf of Owner from investigations for the Works, which
information is described in the Project Functional Specification. The
Contractor shall be solely responsible for interpreting all data, and Owner
makes no warranty or representation that the information described in the
Project Functional Specification is complete or exhaustive. The Contractor
shall be deemed to have inspected and examined the Site, its surroundings,
the above data and other available information, and to have satisfied itself
prior to the Effective Date as to:
(a) the form and nature of the Site, including all surface conditions (except
to the extent otherwise provided in in Sections 4.18 and 4.23);
(b) all applicable hydrological and climatic conditions, including those of

the Site and the Country;
(c) the extent and nature of the work, labor, manpower, services,
construction equipment and Materials necessary for the execution and
26
completion of the Works, and the remedying of any defects or

deficiencies; and
(d) the means of access to the Site and the accommodation it may require.
The Contractor shall be deemed to have obtained all necessary information as to

risks, contingencies and all other circumstances which may influence or affect the
Lump Sum Prices or the progress of the Works. The Contractor has thoroughly
investigated the Site, including any applicable easements, water sources, access to
the Site, transportation, international and local labor conditions, all Applicable
Laws in the location where Works are to be performed and has investigated the
Applicable Permits required as of the Effective Date, the Project Functional
Specification and all attachments thereto, identified any and all above ground
obstructions and all other relevant matters or conditions that could affect
execution of the Works other than matters a site soil survey is not intended to
expose. The Contractor shall not be entitled to and shall make no claim for
additional compensation, Force Majeure, extension of the Time for Completion,
Variation or otherwise, for any reason relating to any of the foregoing matters
(other than for man-made objects not specified herein (or otherwise
communicated to the Contractor), artifacts or antiquities ) or for any matter
relating to conditions encountered above, or at the Site or on the ground provided
that the Contractor shall be entitled to seek a Variation (a) if the soil conditions in
any Contractor conducted soil survey reveal soil consistency materially different
from the conditions revealed in the soil surveys supplied by the Owner and the
magnitude of such difference requires the Contractor to change the foundation
design or depth materially from that contemplated in the Project Functional
Specifications and (b) for conditions that a soil survey is not designed to detect
such as underground caves, underground streams or solid rock or large boulders
which interfere with the required burial depth of cable. The Contractor shall be
deemed to have satisfied itself as to the correctness and sufficiency of the
Domestic Contract Price. The Domestic Contract Price shall cover all its
obligations under this Contract and all things necessary for the proper design,
execution and completion of the Works and the remedying of any defects or
deficiencies as required by this Contract.
4.10 Site Conditions - At its expense (except as a result of earthquakes, in

excess of the magnitude set forth in the Project Functional Specification as
such is measured at the nearest seismic station without being adjusted to
take in to account the distance therefrom to the Site), the Contractor shall
make good any damage or loss to the Facility occurring as a result of any
surface or subsurface condition which changes or develops before the end
of the Warranty Period.
4.11 Access Route - The Contractor shall be deemed to have satisfied himself as
to the suitability and availability of the access routes he chooses to use.
The Contractor shall be responsible for the cost of repair of access routes
damaged by the Contractor or his Subcontractors. The Contractor shall
27
provide any signs or directions necessary for the guidance of his staff, labor
and others. The Contractor shall obtain any permission that may be
required from any Governmental Authority for the use of public routes
unless specifically noted herein as to be obtained by the Owner, including
those that are necessary for access to the Existing Substation. The Owner
will not be responsible for any claims which may arise from the use or
otherwise of any access route. Owner does not guarantee the suitability or
availability of any particular access route, and the Contractor shall not be
entitled to claim any Variation for any non-suitability or non-availability
for continuous use during construction of any such route, except as a result
of Force Majeure or civil works on any route carried out by a
Governmental Authority which works were not publicly scheduled by the
Effective Date.
4.12 Rights of Way and Facilities - The Contractor shall provide, at his own
cost, any additional facilities outside the Site required by him for the
purposes of the Works.
4.13 Programme - The Contractor shall submit a Programme to Owner’s

Representative, for Owner’s comment and written approval, within sixty
(60) Days after the Effective Date and once so approved after all comments
have been addressed to the satisfaction of the Owner, it shall become the
“Baseline Project Schedule.” The Programme shall be in level three detail
acceptable to Owner’s Representative, shall not deviate from the durations
and milestones established in the preliminary Programme set out in
Schedule 1 and shall be in accordance with the requirements of the Project
Functional Specification. The Programme shall include the following:
(a) the order in which the Contractor proposes to carry out the Works
(including each stage of design, procurement, manufacture, delivery to
Site, construction, erection, testing and Precommissioning, Start-Up
and the Tests on Completion);
(b) the times when submissions and reviews by Owner’s Representative

are required, as indicated in the Project Functional Specification; and
(c) the sequence of Precommissioning, Start-Up and Tests on Completion,

including the submission of proposed procedures for the conduct of
each activity.
Scheduling software shall be used that is compatible with MS Project and shall be
provided in Primavera6 format to Owner’s Representative for the Programme.
The Programme shall include all major events and activities in the production of
Construction Documents and the periods for the pre-construction reviews under
Section 5.2. The Programme shall be developed using critical path method and
precedence networking techniques, showing early start, late start, early finish and
late finish dates. The Contractor shall, whenever required by the Representatives,
28
provide in writing, for information, a general description of the arrangements and

methods which the Contractor proposes to adopt for the execution of the Works.
No alteration to such arrangements and methods, shall be made. If the progress of
the Works does not conform to the Baseline Project Schedule, Owner’s
Representative may instruct the Contractor to take all necessary action to achieve
the Taking-Over Date within the Time for Completion. No acceptance of the
Baseline Project Schedule by Owner shall relieve or excuse the Contractor of any
obligation undertaken hereunder.
4.14 Progress Reports - Monthly progress reports shall be prepared by the

Contractor and submitted to the Representatives electronically. The first
report shall cover the period up to the end of the calendar month after the
Effective Date occurred and reports shall be submitted monthly thereafter,
on or before the fifteen (15th) Day of each calendar month. Reporting shall
continue until the Contractor has completed all work which is known to be
outstanding at the completion date stated in the Taking-Over Certificate for
the Works. Each report shall include in the format those items required by
Schedule 17 including:
(a) photographs and detailed descriptions of progress, including each

stage of design, procurement, manufacture, delivery to Site,
construction, erection, testing and Precommissioning, Start-Up and
Tests on Completion;
(b) charts showing the status of Construction Documents, purchase orders,

manufacture and construction;
(c) for the manufacture of each main item of Equipment and Materials and
Major Items, the name of manufacturer, manufacture location,
percentage progress and the actual or expected dates of
commencement of manufacture, Contractor’s inspections, tests and
delivery;
(d) records of personnel and Contractor’s Equipment on Site;
(e) copies of quality assurance documents, test results and certificates of

Materials and Major Items;
(f) safety statistics, including details of any hazardous incidents and

activities relating to environmental aspects and public relations;
(g) comparisons of actual and planned progress (including a summary of

the Works expected to be completed during the ensuing calendar
month) against the Baseline Project Schedule, with details of any
aspects which may jeopardize progress in accordance with the
Baseline Project Schedule and this Contract, and the measures being
(or to be) adopted to overcome such aspects (including material
29
quantities installed tables and charts for comparison versus total

quantities for complete installation); and
(h) any and all unresolved claims or disputes that involve requests for
extension to the Time for Completion or adjustment to any other date
or milestone set forth in this Contract or increases in the Lump Sum
Prices.
4.15 Weekly Progress Meetings - From and after the Commencement Date
until the Taking-Over Date, Contractor shall hold weekly progress
meetings with Subcontractors, the Solar Plant Contractor and Owner’s
Representative or other representatives of Owner to assess and verify actual
progress, to predict future progress and to review and, if possible, resolve
any construction-related issues that Owner or Contractor may wish to
discuss.
4.16 Contractor’s Equipment - The Contractor shall provide all Contractor’s

Equipment necessary to achieve the Taking-Over Date within the Time for
Completion. All Contractor’s Equipment shall, when brought on to the
Site, be deemed to be exclusively intended for the execution of the Works.
The Contractor shall not remove from the Site any such Contractor’s
Equipment without the consent of Owner’s Representative.
4.17 Safety Precautions - The Contractor shall comply with all applicable
safety laws and regulations in his design, access arrangements and
operations on Site, including, without limitation, Applicable Laws and
Applicable Permits, and the most recent revisions of standards published by
the International Organization for Standardization for the protection of the
environment and human health and safety. The Contractor shall, from the
commencement of Works on Site until the Taking-Over Date, provide:
(a) fencing, lighting, guarding, watching and protecting the Works;
(b) temporary roadways, footways, flagmen, warning signs, guards and

fences which may be necessary for the accommodation and protection
of owners and occupiers of adjacent land, the public and others;
(c) reasonable measures for the prevention of fires;
(d) the elimination of excessive dust or smoke;
(e) the protection of overhead utility lines, underground pipes, conduit or

cables;
(f) protection of adjacent properties from subsidence, collapse, discharge,

and from dust, smoke, fire and chemical or other intrusion from the
performance of the Works;
30
(g) personnel protection equipment for the Contractor’s personnel and

Owner’s personnel; and
(h) first aid facilities for the Contractor’s personnel and Owner’s
personnel.
Should Owner request that Contractor provide safeguards reasonably required for
the protection of persons or property as required by this Section and should the
Contractor fail to comply with such request within a reasonable time, Owner may
provide such safeguards and the Contractor shall reimburse Owner for the
reasonable costs thereof.
4.18 Protection of the Environment - The Contractor shall comply with all
Applicable Laws in the locations where Works are being performed and the
portions of Applicable Permits which apply to Contractor’s performance of
Works, the EIA regulations concerning the Works, in its design, access
arrangements and operations on Site. During construction, the Contractor
shall take all necessary steps to protect the environment (both on and off
the Site) and to prevent damage and nuisance to people and property
resulting from pollution, noise and other results of his operations. The
Contractor shall ensure that air emissions, surface discharges and effluent
from the Site during the construction shall not exceed the values indicated
in the Project Functional Specification and shall not exceed the values
prescribed by Applicable Laws and Applicable Permits. The Contractor
shall provide properly designed storage areas which are impermeable to
leakage into the surrounding soil for storage of oils, lubricants or other
hazardous wastes. Such storage will also be covered and protected from
inundation and overflow by rainfall into the surrounding soil. Dangerous
Substances generated during completion of the Works will be properly
disposed of by the Contractor on completion of the Works. The Contractor
shall be responsible only for Dangerous Substances which the Contractor
brings onto the Site or which are generated by the Contractor at the Site
and shall not be responsible for Dangerous Substances which exist at the
Site before the Commencement Date. The Contractor shall, immediately
upon discovery of any Dangerous Substance for which Owner is
responsible, notify Owner’s Representative, who may issue instructions for
dealing with it. If the Contractor suffers delay and/or incurs Cost in
following these instructions of Owner’s Representative, the Contractor
shall give notice to Owner’s Representative, with a copy to Owner. After
receipt of such notice, Owner’s Representative shall proceed in accordance
with Section 3.4. to agree or determine:
(a) any extension of time to which the Contractor is entitled under Section
8.3; and
(b) the amount of such Cost, which shall be added to the Domestic
Contract Price, and shall notify the Contractor accordingly.
31
4.19 Inputs - The Contractor shall procure and bear the costs of any and all
water, fuel, chemicals, power and any other utilities required to execute the
Works. If any such amounts requested by Contractor are legally required
to be procured by Owner on Contractor’s behalf, the quantities consumed
shall be determined based on billing meters and Owner’s Representative
shall include as a pass-through cost any such amounts due to Owner in
respect of such utilities as deductions in Milestone Achievement Notice
and the Final Payment Certificate. The Contractor shall, at his risk and
cost, provide any apparatus necessary for such determination and for his
use of these services.
4.20 Clearance of Site - During the execution of the Works, the Contractor
shall keep the Site free from all unnecessary obstruction and shall store or
dispose of any Contractor’s Equipment or surplus materials. The
Contractor shall clear away and remove from the Site any wreckage,
rubbish or Temporary Works no longer required. Upon the issue of any
Taking-Over Certificate, the Contractor shall clear away and remove, from
that part of the Site and Works to which such Taking-Over Certificate
refers, all Contractor’s Equipment, surplus material, wreckage, rubbish and
Temporary Works. The Contractor shall leave such part of the Site and the
Works in a clean and safe condition to the satisfaction of Owner’s
Representative, except that, the Contractor shall be entitled to retain on
Site, until the expiry of the Warranty Period, such Contractor’s Equipment,
Materials and Temporary Works as required by him for the purpose of
fulfilling his obligations under this Contract. If the Contractor fails to
remove, by twenty-eight (28) Days after the issue of the Performance
Certificate, any remaining Contractor’s Equipment, surplus material,
wreckage, rubbish and Temporary Works, Owner may sell or otherwise
dispose of such items. Owner shall be entitled to retain, from the proceeds
of such sale, a sum sufficient to meet the costs incurred in connection with
the sale or disposal, and in restoring the Site. Any balance of the proceeds
shall be paid to the Contractor. If the proceeds of the sale are insufficient
to meet Owner’s costs, the outstanding balance shall be recoverable from
the Contractor by Owner.
4.21 Security of the Site - The Contractor shall be responsible for keeping
unauthorized encroachment and/or persons off the Site and shall not be
entitled to a Variation if such occurs and damage or theft results there from
and such shall not be considered Force Majeure. Facilities to inspect the
Works shall at all times be afforded by the Contractor to Owner, Owner’s
Representative, the Lenders, and any other Person notified to the
Contractor by Owner or Owner’s Representative.
4.22 The Contractor’s Operations on Site - The Contractor shall confine his
operations to the Site. The Contractor shall take all necessary precautions
to keep his personnel, equipment and Subcontractors within the Site and to
keep and prohibit them from encroaching on adjacent land.
32
4.23 Fossils - All fossils, coins, articles of value or antiquity and structures, and
others remains or things of geological or archaeological interest discovered
on the Site shall (as between the Parties) be the property of Owner. The
Contractor shall take reasonable precautions to prevent his staff, labor or
other Persons from removing or damaging any such article or thing. The
Contractor shall, immediately upon discovery of such article or thing,
advise Owner’s Representative, who may issue instructions for dealing
with it. If the Contractor suffers delay and/or incurs Cost in following any
such instructions of Owner’s Representative, the Contractor shall give
notice to Owner’s Representative, with a copy to Owner. After receipt of
such notice, Owner’s Representative shall proceed in accordance with
Section 3.4. to agree or determine:
8.3; and
(b) the amount of such Cost, which shall be added to the Domestic
Contract Price, and shall notify the Contractor accordingly.
4.24 Opportunities for Other Contractors - The Contractor shall, in

accordance with Owner’s Representative’s instructions, afford to other
contractors engaged by Owner to work on the Site and Persons lawfully
upon the Site opportunity to carry out their work and take such into account
in preparing the Programme. The Contractor shall also afford such
opportunities to the employees of Owner. If the Contractor on the written
request of Owner’s Representative makes available to Owner or other
contractors engaged by Owner any Contractor’s Equipment or provides any
other service, Owner shall pay the Contractor accordingly. The amount to
be paid shall be certified by Owner’s Representative and added to the
Domestic Contract Price. The Contractor shall make no claims against
Owner nor any other party for additional payment due to delays or other
conditions created by the reasonable operations of such other parties,
provided such are conducted during the times notified to the Contractor in
writing in advance, and such shall not be Force Majeure or entitle the
Contractor to a Variation.
4.25 Damage to Roads/Highways - The Contractor shall prevent any of the

roadways or bridges connecting with or on the route to the Site from being
damaged or injured by any traffic of the Contractor or any of his
Subcontractors and be responsible for any damage or injury may be
occasioned to such highways and bridges.
4.26 Water Borne Traffic - Where the nature of the Works is such as to require
the use by Contractor of water borne transport, the provision of Section
4.25 herein shall be constructed as though “roadway” included a lock,
dock, sea wall or any other structure related to a waterway and “vehicle”
included craft.
33
4.27 Training Program - The Contractor shall provide, at no additional cost to

Owner, training at the Facility for the operators of the Project (who are to
be provided by Owner) in accordance with the Training Program set forth
in the Schedule 11. Such training shall be conducted within thirty (30)
Days prior to the Taking-Over Date.
V. DESIGN
5.1 Design of the Works - The Facility shall be designed, engineered and
constructed by Contractor to achieve the Performance Criteria. The
Contractor shall carry out and be responsible for the design of the Works.
Design shall be prepared by qualified designers who are engineers or other
professionals who comply with the criteria (if any) stated in the Project
Functional Specification, and who are also duly licensed under all
Applicable Laws and Applicable Permits. Nothing contained in this
Contract shall create any contractual relationship or professional
obligations between any designer and a design Subcontractor and Owner.
Contractor shall at its own expense design and provide engineering services
with respect to the Facility consistent with a design life of at least thirty
(30) years beginning on the Taking-Over Date. Contractor expressly
acknowledges that it is solely responsible for the design, engineering and
performance of the Facility and is not relying on any design or engineering
recommendations or advice provided by Owner whether before, on or after
the Effective Date. Contractor shall provide all design and engineering
drawings to Owner for its review in accordance with the Baseline Project
Schedule and shall conform the Facility to such design and engineering
drawings. Owner shall have the right, but not the obligation, to review all
design and engineering drawings and may direct Contractor to make such
changes to the design and engineering of the Facility as Owner believes are
necessary, provided, however, that no such review or requested changes,
nor any failure by Owner to review, shall impose any liability on Owner or
relieve Contractor of any of its responsibility for the design, engineering
and performance of the Facility as provided in this Contract. The Works
shall be designed and engineered to ensure that no exclusions or limitation
to any manufacturer’s warranty shall apply. All design and engineering
services associated with the Works shall be the sole responsibility of
Contractor. The Contractor represents that it, his designers and design
Subcontractors have the experience and capability necessary for the design.
The Contractor undertakes that the designers shall be available for
discussions with Owner’s Representative at all times prior to the expiration
of the Warranty Period.
5.2 Construction Documents - The Contractor shall prepare Construction

Documents in sufficient detail to satisfy all Applicable Laws and
Applicable Permits, all regulatory approvals, to provide suppliers and
construction personnel sufficient instruction to execute the Works, and to
describe the operation of the completed Works. Each of the Construction
34
Documents shall, when considered ready for use, be submitted to Owner’s

Representative for pre-construction review and any of Owner’s
Representative’s comments have been resolved to its full satisfaction. All
such Construction Documents shall be prepared, submitted, and reviewed
(where required) in compliance with the Project Functional Specification.
In the event that no comment is given or objection made by Owner’s
Representative within ten (10) Days after the receipt for review the
documents and Contractor may proceed. For each part of the Works:
(a) construction shall not commence prior to the expiry of the review
provided for above;
(b) construction shall be strictly in accordance with such Construction

Documents; and
(c) if the Contractor wishes to modify any design or document which has
previously been submitted for review, the Contractor shall
immediately notify Owner’s Representative of such change and repeat
the above procedure.
If Owner’s Representative instructs that further Construction Documents are

necessary for carrying out the Works, the Contractor shall upon receiving
Owner’s Representative’s instructions prepare such Construction Documents and
not be entitled to a Variation therefor. Errors, omissions, ambiguities,
inconsistencies, inadequacies and other defects in the Construction Documents or
arising therefrom shall be rectified by the Contractor at its sole cost and risk.
Neither:
(a) the examination of or the giving or withholding of comment to any

Construction Documents under this section or the making of objections,
representations, comments or suggestions, or failure to make the same in
relation to the said Construction Documents or any other aspect of the Works;
nor
(b) any other act or omission of Owner or Owner’s Representative or of any other
Person acting or purporting to act on its behalf in relation to any aspect of the
Works (including without limitation the issue of any payment certificate or
Performance Certificate or the issue of any order or instruction pursuant to
this Contract) shall relieve the Contractor in whole or in part of any duty,
obligation or liability undertaken by the Contractor in relation to the Works
whether under this Contract.
Neither any review of Construction Documents by the Representatives under

this Section nor any modification as a result of such review to bring the
Construction Documents in line with Project Functional Specification or
reasonable engineering practices shall be capable of constituting a Variation
pursuant to Article 14 and no additional payment of any kind or extension of
35
Time for Completion shall be awarded in respect of the time taken for, or
other circumstances whatsoever surrounding, review of the Construction
Documents by the Owner Representative or the subsequent carrying out of the
Works.
5.3 Contractor’s Undertaking - The Contractor represents and warrants that

the design, the Construction Documents, the execution and the completed
Works will be in accordance with the following, in order of priority:
(a) the Applicable Laws; and
(b) this Contract.
The Contractor shall not, under any circumstances, deviate from the requirements
of (a) and (b) above without Owner’s prior written approval. The Contractor shall
make no claim for any additional compensation, extension of the Time for
Completion, Variation or otherwise for any such deviations due to legal or
physical impossibility except and only to the extent expressly permitted by this
Contract. The Contractor further represents and warrants that as of the Effective
Date, it is not aware of any conflict between the Applicable Laws of the Country
and the requirements of this Contract.
5.4 Technical Standards and Regulations - The design, the Construction

Documents, the execution and the completed Works shall comply with the
standards specified in this Contract and as defined by Applicable Laws and
Applicable Permits including the requirements of COES. References in
this Contract to such specifications and other matters shall be understood to
be references to such as applicable on the Effective Date, unless explicitly
stated otherwise herein. Any change to Applicable Laws of Peru or
Applicable Permits of Peru that directly affect the Contractor’s lawful
design, construction or execution of the Works (other than a change in tax
law or rates) which are amended, modified, reinterpreted, promulgated or
enacted after the Effective Date (each, a “Change in Law”), and such would
not reasonably have been in the contemplation of an experienced contractor
as of the Effective Date, the Contractor shall comply with such and the
Contractor shall be entitled to a Variation in accordance with Article 14 so
long as it notified the Owner in writing within thirty (30) Days after such
Change in Law occurs.
5.5 Construction and Installation - Contractor shall provide, install,

complete and pay for all labour, Equipment, tools, supplies, construction
equipment and machinery, utilities and consumables, transportation and
other facilities and services (including any temporary materials, equipment,
supplies and facilities) necessary for the proper execution and completion
of the Works. The Works shall be constructed and installed to ensure that
no exclusions or limitations to any manufacturer’s warranty shall apply.
All construction services associated with the Works shall be the sole
36
responsibility of Contractor. Each sample shall be labeled as to origin and

intended use in the Works.
5.6 As-Built Drawings - The Contractor shall prepare and keep up-to-date a
complete set of “as-built” records of the execution of the Works, showing
the exact as-built locations, sizes and details of the work as executed.
These records shall be kept on the Site. Two (2) copies shall be submitted
to the Representatives prior to the commencement of the Tests on
Completion. In addition, the Contractor shall prepare and submit to
Owner’s Representative “as-built drawings” of the Works, showing all
Works as executed. The drawings shall be prepared as the Works proceed
and shall be submitted to Owner’s Representative for his inspection. Prior
to the issue of any Taking-Over Certificate, the Contractor shall submit to
Owner’s Representative a set of marked up drawings, and any further
Construction Documents specified in the Project Functional Specification.
The Works shall not be considered to be completed for the purposes of the
Taking-Over Date until such documents have been submitted to Owner’s
Representative. Two (2) full-size original printed copies as-built drawings,
all of which must be delivered in electronic files compatible with the
AUTOCAD and shall be available at the Site and provided to Owner’s
Representative within ninety (90) Days after the Taking-Over Date. As-
built drawing requirements are as specified in the Project Functional
Specification.
5.7 Operation and Maintenance Manuals - Not less than ninety (90) Days
prior to commencement of any Tests, the Contractor shall prepare and
submit to Owner’s Representative the O&M Manuals. The Works shall not
be considered to be completed for the purposes of issuing a Mechanical
Completion Certificate until such O&M Manuals have been submitted to
Owner’s Representative. As a condition to the issuance of the Performance
Certificate, the Contractor shall provide to Owner final versions of said
O&M Manuals reflecting any revisions necessitated by the testing, Start-
Up, Precommissioning and Testing.
5.8 Error by Contractor - If errors are found in the Construction Documents

and a warranty claim made prior to the expiration of the Warranty Period,
they and any resulting defective Works shall be corrected promptly at the
Contractor’s cost.
5.9 Patent Rights - The Contractor shall indemnify Owner and its Affiliates
against all claims of infringement of any patent, registered design,
copyright, trade mark or trade name, or other intellectual property right, if
(a) the claim or proceedings arise out of the design, construction,
manufacture or use of the Works; (b) the infringement (or allegation of
infringement) was not the result of part or all of the Works being used for a
purpose other than those indicated by, or reasonably to be inferred from
37
this Contract; and (c) the infringement (or allegation of infringement) was
not the result of part or all of the Works being modified unreasonably.
VI. STAFF AND LABOR
6.1 Engagement of Staff and Labor - The Contractor shall make its own
arrangements for the engagement of all staff and labor, local or otherwise,
and for its payment, housing, feeding, security, and transport. The
Contractor may import such staff, artisans, and laborers as are required to
execute the Works. The Contractor is solely responsible for ensuring that
all such staff and labor are provided with the required residence visas and
work permits, and shall be responsible for their safety and security while
they are under its or its Subcontractor’s employ. The Contractor shall be
responsible for the return to the place where they were recruited or to the
domicile of all persons whom the Contractor or any of its Subcontractors
recruited and employed for the purposes of or in connection with the
Works and this Contract. The Contractor shall be responsible for such
persons as are to be returned until they have left the Site or, in the case of
foreign nationals who have been recruited outside the Country, shall have
left it.
6.2 Rates of Wages and Conditions of Labor - The Contractor or its

Subcontractors shall pay rates of wages and observe conditions of labor not
less favorable than those established for the trade or industry where the
Works are being carried out. If no such established rate or conditions are
applicable, the Contractor or its Subcontractors shall pay rates of wages
and observe conditions not less favorable than the general level of wages
and conditions observed by others whose trade or industry is similar to that
of the Contractor or its Subcontractors. On each date on which wages are
paid, the Contractor or its Subcontractor shall deliver to each employee
receiving wages a copy of the payroll slip evidencing the amounts withheld
by Contractor or its Subcontractor for payment of required payroll taxes.
6.3 Persons in the Service of Others - The Contractor shall not recruit, or
attempt to recruit, his staff and labor from amongst persons in the service
of Owner or Owner’s Representative.
6.4 Labor Laws - The Contractor shall comply, and shall cause its
Subcontractors to comply, with all the relevant labor laws applying to their
employees, and shall duly pay and afford to them all their legal rights under
Applicable Laws and Applicable Permits. The Contractor shall require all
such employees and Subcontractors to obey all Applicable Laws and
regulations concerning safety at work. The Contractor shall submit
detailed reports showing the supervisory staff and the numbers of the
several classes of labor from time to time employed by the Contractor and
Subcontractors on the Site. The reports shall be submitted in such form
and at such intervals as Owner’s Representative may prescribe. The
38
Contractor shall submit details in the prescribed forms to the appropriate

manpower agencies having jurisdiction over the Site showing supervisory
staff and the numbers of the several classes of labor from time to time
employed by the Contractor and the Subcontractors on the Site. The forms
shall be submitted in such manner and at such intervals as prescribed under
the labor laws of the Country and other applicable regulations, with copies
to Owner’s Representative. Whenever threatened or actual picketing,
slowdowns, work stoppages, or other labor dispute may delay or otherwise
affect the Work, the Contractor shall immediately notify Owner in writing.
Such notice shall include all relevant information regarding the labor
dispute, its background, and the steps the Contractor proposes to take to
resolve or prevent its occurrence. In the event of a labor dispute directed at
the Contractor or any Subcontractor, the Contractor shall promptly take
action, whether to initiate proceedings in such administrative, judicial, or
arbitral forum having jurisdiction, or to otherwise resolve, or minimize the
impact of the labor dispute. No such labor dispute directed at the
Contractor or any Subcontractor shall constitute Force Majeure unless
expressly within the coverage of section 19.1 or entitle the Contractor to a
Variation or any other relief. The Contractor’s obligations in the event of
any labor dispute shall include taking all reasonable steps necessary to have
pickets removed.
6.5 Working Hours - The Contractor shall be permitted to work at the Site at
any time or hour, as permitted by Applicable Laws and Applicable Permits.
The Contractor’s Representative or a qualified supervisor shall be present
during all periods, including overtime and second and third shifts, when
work is in progress at the Site. The Contractor warrants that it will perform
all on-Site Work primarily on weekdays (i.e., Monday through Friday)
during the hours from 7:00 am to 11:00 pm. The Contractor shall in
dealings with his staff and labor have due regard to all recognized festivals,
days of rest and religious or other customs observed by his staff and labor
and in the Country.
6.6 Facilities for Staff and Labor - The Contractor shall provide and maintain
all necessary accommodation and welfare facilities for his (and his
Subcontractor’s) staff and labor, as may be required under Applicable
Laws. The Contractor shall provide the facilities specified in the Project
Functional Specification for Owner’s and Owner’s Representative’s
personnel. The Contractor shall not permit any of his employees or any of
the employees of Subcontractors to maintain any temporary or permanent
living quarters within the structures forming part of the Works.
6.7 Health and Safety - Precautions shall be taken by the Contractor to ensure
the health and safety of his staff and labor. The Contractor agrees to abide
by all applicable standards issued by the World Health Organization as
applicable to Country’s local practice. The Contractor shall, in
collaboration with and to the requirements of the local health authorities,
39
ensure that medical staff, first aid facilities, sick bay and ambulance service
are available at the accommodation and on the Site during all times the
Works are being executed at the Site and that suitable arrangements are
made for all necessary welfare and hygiene requirements and for the
prevention of epidemics. The Contractor shall maintain records and make
reports concerning health, safety and welfare of persons, and damage to
property, as Owner’s Representative may reasonably require. The
Contractor shall appoint a member of his staff at the Site to be responsible
for maintaining the safety, and protection against accidents, of personnel on
the Site. This person shall be qualified for his work, shall be a full time
employee of the Contractor and shall have the authority to issue
instructions and take protective measures to prevent accidents. The
Contractor shall send to Owner’s Representative details of any accident as
soon as possible (but in any event within twenty-four (24) hours) after its
occurrence. The Contractor agrees to comply with any and all safety and
health requirements established by Owner and identified in this Contract.
Such treatment shall be carried out at least twice a month or as instructed
by such authorities. In the event of any outbreak of illness of an epidemic
nature, the Contractor shall comply with and carry out such regulations,
orders and requirements as may be made by the government of the
Country, or the local medical or sanitary authorities, for the purpose of
dealing with and overcoming the same.
6.8 Contractor’s Superintendence - The Contractor shall provide all

necessary superintendence during the design and execution of the Works,
and as long thereafter as Owner’s Representative may consider necessary
for the proper fulfilling of the Contractor’s obligations under this Contract.
Such superintendence shall be given by sufficient and suitably qualified
persons having adequate knowledge of the operations to be carried out
(including the methods and techniques required, the hazards likely to be
encountered and methods of preventing accidents) for the satisfactory and
safe execution of the Works.
6.9 Contractor’s Personnel - The Contractor shall employ (or cause to be

employed) only persons who are careful and appropriately qualified, skilled
and experienced in their respective trades or occupations. Owner’s
Representative may require the Contractor to remove (or cause to be
removed) any person employed on the Site or Works, including the
Contractor’s Representative, who in the opinion of Owner’s
Representative:
(a) persist in any misconduct;
(b) is incompetent or negligent in the performance of his duties;
(c) fails to conform with any provisions of this Contract; or
40
(d) persists in any conduct which is prejudicial to safety, health, or the

protection of the environment.
If appropriate, the Contractor shall then appoint (or cause to be appointed),

at Contractor’s sole cost, a suitable replacement person.
6.10 Disorderly Conduct - The Contractor shall at all times take all reasonably
necessary precautions to prevent any unlawful, riotous or disorderly
conduct by or amongst his staff and labor and the staff and labor of his
Subcontractors, and to preserve peace and protection of persons and
property in the area of the Works against such conduct, including offsite
locations, and no such conduct shall be considered Force Majeure or entitle
the Contractor to a Variation.
6.11 Alcoholic Liquor or Drugs - The Contractor shall not, otherwise in

accordance with the statutes, ordinances and government regulations or
orders or under any Applicable Laws, import, sell, give, barter or otherwise
dispose of any alcoholic liquor or drugs, or permit or suffer any such
importation, sale, gift, barter or disposal by his Subcontractors, agents, staff
and labor.
6.12 Contractor’s Organizational Chart - None of the individuals identified in

the Contractor’s Organizational Chart may be withdrawn from the Project
without prior written notification to Owner. Owner will have the right to
approve those individuals who will hold key project positions such as
Project manager, construction manager, Project engineer and, quality
assurance and safety coordinator, and any other key project personnel
employed by the Contractor and such personnel shall be reassigned.
Owner shall have the right at all times to require that any key personnel
(whether or not previously approved by Owner) be removed and replaced
by personnel acceptable to Owner.
6.13 Labor Actions - The Contractor shall establish and maintain at the Site a
primary access gate and an access policy. The Contractor shall also
establish and maintain at all times a reserve gate. The Contractor shall be
obligated and shall ensure that all Subcontractors continue the proper
performance of the Works and meet all manning requirements
notwithstanding the use of pickets at the reserve gate established for use by
the Contractor and any of the Subcontractors or at any other location or
entrance at or near the Site. The Contractor shall ensure that its
Subcontractors and all persons entering the Site enter and exit the gate
designated for their use and will instruct all persons exiting and entering
the Site as to the proper gates. If for any reason the Contractor fails to
perform any condition contained in this Section 6.13 or should its
employees engage in a strike or other work stoppage or cease to work
because of a labor dispute or because of picketing of any kind, the
Contractor shall be in default of its obligations under this Contract and the
41
Contractor shall not be entitled to an adjustment in any amounts payable

under this Contract or the Time for Completion. The Contractor and all
Subcontractors shall comply with and observe all terms and conditions of
any collective bargaining or labor agreements to which any of them is a
party.
VII. PLANT, MATERIALS AND WORKMANSHIP
7.1 Manner of Execution - All Equipment and Materials to be supplied shall

be manufactured and all work to be done shall be executed in the manner
set out in this Contract. The Works shall be executed in a proper,
workmanlike and careful manner with properly equipped facilities and non-
hazardous Materials, in accordance with recognized good practice and
Prudent Utility Practices. The Contractor shall provide in writing to Owner
not later than six (6) months after the Commencement Date a priced list of
recommended spare parts to be kept on Site for the Facility.
7.2 Delivery to Site - The Contractor shall, if the Commencement Date has
occurred, be responsible for procurement, transport, receiving, unloading
and safe keeping of all Equipment, Materials, Contractor’s Equipment and
other things required for the completion of the Works. Contractor shall at
its own expense procure or supply and pay for all of the Equipment, shall
arrange and pay for the delivery of all Equipment to the Site, shall arrange
and pay for the receipt, offloading and storage of all Equipment to the Site
(and, if applicable, the return of containers to the appropriate party). The
Equipment shall at all times be maintained, inspected and operated as
required by Laws and Regulations. Contractor further agrees that all
Governmental Approvals, licences, permits, registrations and certificates or
other approvals required by Laws and Regulations or any Governmental
Authority shall be procured and maintained for the Equipment at all times
during the use of the same by Contractor or its Subcontractors in the
performance of any of Contractor’s obligations under this Contract.
7.3 Inspection -To the extent provided herein or to the extent there exists
reasonable justification therefor under the circumstances at the time, Owner
and the Owner’s Representatives shall be entitled, during manufacture,
lubrication and preparation at any places where work is being carried out
(but only at reasonably agreed witness and/or hold points in the case of
Subcontractors who are not Affiliates of the Contractor), to inspect,
examine and test the Materials and workmanship, and to check the progress
of manufacture, of all Plant and Equipment to be supplied under this
Contract. The Contractor shall give them full opportunity to inspect,
examine, measure and test any work on Site or wherever carried out. The
Contractor shall give due notice to the Representatives whenever such
work is ready, before packaging, covering up or putting out of view. The
Representatives shall then witness the inspection, examination,
measurement or testing without unreasonable delay, or notify the
42
Contractor that it is considered unnecessary. If the Contractor fails to give

such notice, it shall, when required by the Representatives, uncover such
work and thereafter reinstate and make good at its own cost.
7.4 Testing Before Mechanical Completion - The Contractor shall provide all
documents and other information necessary for testing and such assistance,
labor, materials, electricity, stores, apparatus and instruments as are
necessary to carry out tests efficiently. Contractor shall be responsible for
performing and conducting all tests and shall comply with the requirements
of the Project Functional Specification. The Contractor shall notify
Owner’s Representative in writing, the time and place for the testing of any
Equipment and other parts of the Works at least three (3) Business Days in
advance. The Contractor shall provide sufficient suitably qualified and
experienced staff to carry out the tests specified in this Contract. The
Contractor shall promptly make available at the place of testing to Owner’s
Representative duly certified reports of the tests and copies of the data
upon which the reports are based.
7.5 Rejection - If, as a result of inspection, examination or testing, it is

determined that any Equipment, Materials, design or workmanship has
defects or deficiencies or otherwise is not in accordance with this Contract,
Owner’s Representative may reject such Equipment, Materials, design or
workmanship and shall notify the Contractor and the Contractor shall then
promptly remedy the defects or deficiencies and ensure that the item
complies with this Contract at its sole cost and risk of delay. If Owner’s
Representative requires such Equipment, Materials, design or workmanship
to be retested, the tests shall be repeated. If such correction and retesting
cause Owner to incur additional costs, such costs shall be recoverable from
the Contractor by Owner, and may be deducted by Owner from any monies
due, or to become due, to the Contractor.
7.6 Ownership of Plant, Materials or Other Works - If the Commencement

Date has occurred, each item of Equipment and Materials or other Works
shall become the property of Owner at whichever is the earlier of the
following times:
(a) when Equipment or Materials to be imported into the Country is ready

for shipment to the Country;
(b) when non-imported Equipment is delivered to Site;
(c) in respect of the Works other than Equipment and Materials as where
and when they are performed; or
(d) when Contractor is paid for such Equipment, Materials or other

Works.
43
If the Commencement Date has not occurred, each item of Equipment and
Materials or other Preliminary Works shall become the property of Owner when
Contractor is paid for such Equipment, Materials or other Preliminary Works.
The Contractor warrants that legal title to all materials, equipment, tools and
supplies furnished by the Contractor, Subcontractors or their agents which are
being shipped to the Site, incorporated in the Works or in storage at the Site, shall
pass free and clear of any and all liens, claims, security interests or other
encumbrances. Notwithstanding transfer of title or ownership, risk of loss and
damage shall be as stated in Article 17.
7.7 Delivery to Storage - The Contractor shall be responsible for procurement,

transport, receiving, unloading and safe keeping of all Preliminary Works
and arrange and pay for the delivery of all Equipment and Materials to
storage in accordance with manufacturers’ recommendations and shall
arrange and pay for the receipt, offloading and storage of all Equipment
and Materials at an appropriate warehouse facility in the Country until such
time as the earlier of: (a) the date it is delivered to Site by the Contractor
(provided that if the Notice to Commence is not given by February 29,
2024 then the Owner will pay for any storage accoruing after December 31,
2024 by means of a Variation) and (b) the date this Contract is terminated.
The Equipment and Materials shall at all times be maintained and inspected
and as required by Laws and Regulations and Prudent Utility Practices and
the Equipment and Materials shall be transported at Contractor's risk and
expense from storage to the Site if a Notice to Commence has been given.
VIII. COMMENCEMENT, DELAYS AND SUSPENSION
8.1 Commencement of Works - The Contractor shall commence the

Preliminary Works immediately. Unless the Commencement Date has
occurred, the Contractor shall achieve the Preliminary Works Acceptance
Date on or before the Scheduled Preliminary Works Acceptance Date. The
Contractor shall commence the design and execution of the Works
immediately after the receipt of a Notice to Commence issued by Owner’s
Representative. The Contractor shall then proceed with the Works with
due expedition and without delay.
8.2 Time for Completion - The Contractor shall, if the Commencement Date
has occurred, use its best efforts to achieve the Taking-Over Date on or
before the Scheduled Taking-Over Date. The Contractor guarantees that
the Performance Certificate will be issued no later than ninety (90) Days
after the Taking-Over Date. If the Taking-Over Date does not occur on or
before the Scheduled Taking-Over Date, then the Contractor shall, within
fifteen (15) Days of Scheduled Taking-Over Date, submit to Owner a
detailed technical and narrative analysis of the root causes that prevented
the achievement of the Taking-Over Date and a detailed plan (the
44
“Remedial Plan”) designating the new expected date for the Taking-Over
Date and setting out the technical steps necessary for such.
8.3 Extension of Time for Completion - The Contractor may apply for an
extension of the Time for Completion only if the Works are delayed by any
of the following causes:
(a) a Variation directed by Owner under Section 14.1;
(b) Force Majeure (as contemplated in Section 19.1);
(c) a cause of delay specifically giving an entitlement to extension of the

Time for Completion under another section of this Contract unless the
Contractor has not complied with such Section;
(d) suspension of Works by Owner expressly in writing;
(e) if Notice to Commence is not given by February 29, 2024 then

Contractor shall be entitled to a Variation for the costs of storing any
Preliminary Works that cannot be delivered to the Site in accordance
with the times called for in the Baseline Project Schedule;
(f) failure by Owner to perform any of its obligations in accordance with

Section 2.1;
(g) a Change in Law;
(h) if the Contractor suffers delays and/or incurs in costs due to failure on
Owner part to remove any Dangerous Substance and Fossils in
accordance with Section 4.18 and/or 4.23;
(i) if Contractor is ready to test to see if the Taking-Over Levels have

been achieved but the Solar Plant Contractor cannot deliver electricity
to the Facility by March 15, 2025 then the (1) Contractor will be
entitled to an extension of the Schedule Taking-Over Date until the
Solar Plant Contractor is able to deliver at least 100MWac to the
Medium Voltage Connection Point plus the reasonable standby costs
of the Contractor and the Contractor will be excused from Delay
Liquidated Damages during this delay and (2) if such delay continues
beyond June15, 2025 the Warranty Period will commence whether or
not such testing was carried out provided further that if the Taking-
Levels are not achieved during the Taking-Over Tests as a result of the
Contractor’s poor execution of the Works the Warranty Period shall
recommence for the full period once the Taking-Over Date occurs;
(j) as provided in Section 4.9; or
(k) suspension of Works in accordance with Section 8.6.
45
The Contractor is expressly precluded from any extension of the Time for
Completion for any circumstance not specified above in this Section.
The Contractor shall be entitled to an extension of the Time for Completion by the
period the Contractor is delayed by one of the events identified in subparagraphs
of this Section above, provided:
(a) notice is given as hereinafter provided;
(b) the delay is on both the critical path of the Baseline Project Schedule
and the current Works or Preliminary Works schedule, as applicable
under the circumstances, and is beyond the control of the Contractor or
its Subcontractors after taking adequate measures at their own expense
to prevent and thereafter curtail and eliminate and the delay;
(c) the performance would not have been concurrently delayed or

interrupted by any event other than those events set forth in
subparagraphs (a), (b) or (c) of this Sections above; and
(d) the Taking-Over Date or Preliminary Works Acceptance Date, as

applicable under the circumstances, is actually delayed by such events
and Owner is granted at least the same period of relief for its late
performance under the Project Agreements for the event in question.
In the event of a concurrent delay under item (c) above, the period of such
concurrent delay shall be deducted from the period the Contractor would
otherwise be entitled to receive as an extension under this Section. If the
Contractor intends to apply for an extension of the Time for Completion under its
entitlement above, the Contractor must give notice to Owner’s Representative of
such intention as soon as possible and in any event within seven (7) Days of the
start of the event giving rise to the delay, together with any other notice required
by this Contract and relevant to such cause. The Contractor is further required to
submit to Owner, as part of its request for an extension of the Time for
Completion, an acceleration schedule to demonstrate how such delay can be
overcome. The Contractor shall keep such contemporary records as may be
necessary to substantiate any application, either on the Site or at another location
acceptable to Owner’s Representative, and such other records as may be requested
by Owner’s Representative. The Contractor shall permit Owner’s Representative
to inspect all such records and shall provide Owner’s Representative with copies
as required. Within fourteen (14) Days of the notice of delay, the Contractor shall
submit full supporting details of his application, including, without limitation, a
critical path analysis of the alleged delay reflecting the considerations set forth in
this Section. If the Contractor cannot submit all relevant details within such
period because the cause of delay continued for a period exceeding seven (7)
Days, the Contractor shall submit interim details at intervals of not more than
twenty-eight (28) Days (from the first Day of such delay) and full and final
supporting details of his application within twenty-one (21) Days of the last Day
46
of delay. Compliance by the Contractor with the conditions of this Section is a

condition precedent to the Contractor’s right or entitlement to any extension of the
Time for Completion. Owner’s Representative shall proceed in accordance with
Section 3.4. to agree or determine either prospectively or retrospectively such
extension of the Time for Completion as may be due. Owner’s Representative
shall notify the Contractor accordingly. When determining each extension of time,
Owner’s Representative shall review his previous determinations and may revise,
but shall not decrease, the total extension of time. Any extension of time granted
(above or below) by Owner’s Representative to the Contractor shall, except as
expressly provided elsewhere in this Contract, be deemed to be in full and final
compensation and satisfaction for and in respect of any actual or probable loss or
injury sustained or sustainable by the Contractor in respect of any matter or thing
in connection with which such extension shall have been granted. If Contractor
disagrees with the determination of Owner’s Representative, it shall be entitled to
submit such dispute for resolution under Article XX.
8.4 Rate of Progress - If at any time the Contractor’s actual progress falls
behind the Baseline Project Schedule, or it becomes apparent that it will so
fall behind Schedule, the Contractor shall within five (5) Days submit to
Owner’s Representative a revised project schedule taking into account the
prevailing circumstances. For the avoidance of doubt, the Baseline Project
Schedule shall never change except by means of a Variation. The
Contractor shall, at the same time, notify Owner’s Representative of the
steps being taken to expedite progress, so as to achieve the Taking-Over
Date within the Time for Completion. If the delay is caused by the
Contractor and is not entitled to a Variation under another section of this
Contract, the costs of implementing such steps or of revising the schedule
as herein noted, shall be solely for the Contractor’s account. If the delay is
caused by a third party the Contractor shall not bear the cost of
implementing steps or of revising the project schedule and shall be entitled
to a Variation and an extension of Time for Completion or Scheduled
Acceptance Date (if the Scheduled Preliminary Works Acceptance Date is
applicable). If any steps taken by the Contractor in meeting its obligations
under this Section cause Owner to incur additional costs that can be
justified or demonstrated, such costs shall be recoverable from the
Contractor by Owner, and may be deducted by Owner from any monies
due, or to become due, to the Contractor If the Contractor falls behind
milestones identified in the Baseline Project Schedule so as to delay
achieving the Taking-Over Date by the Scheduled Taking-Over Date or the
Preliminary Works Acceptance Date by the Preliminary Works Scheduled
Acceptance Date, except to the extent the Contractor is entitled hereunder
to an extension of Time for Completion, the Contractor shall, upon written
notice by Owner’s Representative and at no additional cost to Owner,
develop and submit to Owner a detailed written recovery plan and schedule
and work such hours (including night shifts, weekends and holidays) and
furnish such additional labor and equipment as necessary to overcome the
effects of such delay.
47
8.5 Liquidated Damages for Delay - If the Taking-Over Date is later than the
Scheduled Taking-Over Date, Owner will suffer substantial damages which
are difficult to accurately specify and ascertain. In such event, the
Contractor shall pay Owner liquidated damages in the amount of
(US$50,000) per Day for each Day that the Taking-Over Date is delayed
beyond the Scheduled Taking-Over Date up to a maximum the product of
the Domestic Contract Price multiplied by 0.1. The damages provided in
this Section shall be in lieu of all liability for any and all extra costs, losses
or expenses of whatsoever nature incurred or to be incurred by the Owner
as a result of any delay in achieving the Taking-Over Date. The forgoing
liquidated damages shall be paid from time to time as demanded by Owner
in writing and if not paid within twenty (20) Days of written demand, and if
no so paid on demand, may be collected by Owner from any amount then
owed to the Contractor. These liquidated damages are a reasonable
forecast of the actual costs, losses and expenses Owner will incur as a
result of delays to achieving the Taking-Over Date by the Scheduled
Taking-Over Date therefor (which are difficult to calculate precisely) and
do not constitute a penalty. The parties, having equal bargaining power
and having bargained in good faith for such specific damages waive their
right to contest the validity or enforceability of such liquidated damages.
The payment or deduction of such liquidated damages shall not relieve the
Contractor from its obligation to complete the Works and achieve the
Performance Criteria, remedy any defects or deficiencies or from any other
of its duties, obligations or responsibilities under this Contract.
8.6 Suspension of Work - Owner may at any time instruct the Contractor in
writing to slow or suspend progress of part or all of the Works. During
suspension or slowing, the Contractor shall continue to guard, protect, store
and secure such part of the Works against any deterioration, loss or damage
at Owner’s expense. Promptly upon providing the Contractor with written
instruction regarding the slowing or suspension, Owner shall meet with the
Contractor to review the progress of the completed Works and the status of
Works that are in progress. In addition, Owner and the Contractor shall
meet to review the advantages and disadvantages of having the Contractor
complete during the suspension period certain Works that are in progress.
The Contractor shall follow Owner’s written instructions with respect to
performing Works during any slowing or suspension and the Contractor
shall be paid for such Works in accordance with the Schedule of Milestone
Payments (Schedule 2) as reasonably reduced to take into account such
slowing or the suspension.
8.7 Consequences of Suspension - If the Contractor suffers delay and/or incur

Cost in following Owner’s instructions under Section 8.6 and in resumption
of the Works, the Contractor shall give prompt written notice thereof to the
Representatives, with a copy to Owner. After receipt of such notice Owner
and Contractor shall proceed to agree:
48
(a) any extension of the Time for Completion or the extension of the
Scheduled Acceptance Date to which the Contractor is entitled under
Section 8.3; and
(b) the amount of such Cost plus Profit thereon which shall be added to
the Domestic Contract Price and shall notify the Contractor
accordingly.
The Contractor shall not be entitled to such extension and payment of Cost if the
suspension is due to a cause attributable to the Contractor. The Contractor shall
not be entitled to extension of Time for Completion, or payment of the Costs
incurred in, making good any deterioration, defect or loss caused by faulty design,
workmanship or materials, or by the Contractor’s failure to take the measures
specified in Section 8.6.
8.8 Resumption of Work - After receipt of permission or of an instruction to

proceed, the Contractor shall, after notice to Owner, and together with
Owner, examine the Works and the Equipment and Materials affected by
the suspension. The Contractor shall make good any deterioration or defect
in or loss of the Works or Equipment or Materials, which has occurred
during the suspension at the Contractor’s sole expense if the Contractor has
failed to comply with Section 8.6.
8.9 Burden of Proof - In case of a dispute regarding the application of the

provisions of this Article, including any dispute as to whether the
Contractor is entitled to an extension of the Time for Completion or
Scheduled Acceptance Date, the Contractor shall have the burden of proof
as to its entitlement to relief under this Article.
IX. TESTS ON MECHANICAL COMPLETION AND THEREAFTER
9.1 Contractor’s Test Obligations - A necessary prerequisite of Start-Up is

that Precomissioning on individual systems, subsystems, components and
auxiliaries has been safely and successfully completed. Start-Up will
commence at energization of the low voltage bus. No later than ninety (90)
calendar days prior to the Scheduled Taking-Over Date, Contractor shall
present a written description of Contractor’s proposed visual, mechanical
and technical investigation approach for any Technical Assessment. The
Contractor shall carry out the Tests, after providing all documents required
by Sections 5.6 and 5.7. The Contractor shall give to the Representatives
forty-five (45) Days’ notice of the date after which the Contractor will be
ready to carry out the Mechanical Completion Tests. Tests may not be
carried out unless at least fourteen (14) Days prior written notice has been
given to the Representatives. As soon as the Works have completed the
relevant battery of Tests in question, the Contractor shall provide the
Representatives and Owner with a certified report of the results of such
Tests. If during any Tests it is discovered that the Works cannot be
49
operated in a safe manner in accordance with Prudent Utility Practices and

Prudent Electrical Practices, the Tests shall be terminated and the defective
system or component promptly replaced or repaired by the Contractor at its
expense, whereupon the Tests shall start over.
9.2 Performance of Tests - All Tests shall be performed by the Contractor.
9.3 Punch List - The Taking-Over Date shall not occur until the Works have
been completed provided that if any Works have not been completed the
Contractor may propose a Punch List for items that the Contractor desires
to complete after the Taking-Over Date. The items on such list shall be
limited to completion of insulation, painting, final cleanup, final grading
and any other portion of the Works which do not constitute defects or
deficiencies and which do not affect the operability, designed capacity,
safety or mechanical and electrical integrity of the Works. The Contractor
shall provide it to Owner and Owner’s Representative together with an
estimate of the cost and time to complete and/or correct each proposed
Punch List item. Owner’s Representative shall notify the Contractor
whether it accepts such Punch List and estimate or shall otherwise state its
reasons for disagreement therewith in reasonable detail; provided, however,
that acceptance or rejection thereof shall not relieve the Contractor of its
liability to complete or correct the proposed Punch List items. Owner may
withhold from amounts otherwise payable hereunder an amount equal to
one hundred fifty percent (150%) of the estimated value of each agreed
Punch List item until the Contractor has completed that item. If the
Contractor fails to complete any approved Punch List item within ninety
(90) Days of the date that the Owner has agreed that the item may be
placed on the Punch List, Owner may complete, or cause to be completed,
any item which the Contractor has so failed to complete at the Contractor’s
expense including third party costs and costs of Owner for such item. For
the avoidance of doubt the Owner is not obligated to agree to place any
item on the Punch List in which case such item must be completed in order
for the Taking-Over Date to be achieved.
9.4 Conduct of Tests - Guidelines for the conduct of Tests are set forth in the
Project Functional Specification. No later than ninety (90) Days prior to
the commencement of the Performance Tests, the Contractor will submit to
the Representatives its proposed detailed testing procedures (the “Test
Procedures”) for the conduct of Performance Tests. The Test Procedures
shall be in accordance with the Project Functional Specification. The
Representatives will review and respond to the Contractor’s proposed Test
Procedures within thirty (30) days of the submission, and the Parties and
the Representatives shall meet to finalize the Test Procedures within five
(5) Days of the Representatives’ response. The Contractor will submit the
final version of the Test Procedures to the Representatives not more than
fifteen (15) Days prior to the commencement of the Performance Test. The
Contractor shall use Facility instrumentation and non- Facility
50
instrumentation as specified and calibrated in accordance with the approved

protocol, the Project Functional Specification, and applicable codes and
standards. Owner may witness all Performance Tests. Upon completion of
any Performance Test, regardless of the Test results or when the Test was
performed, the Contractor shall prepare and deliver to Owner’s
Representative for information a Performance Test report to document the
results of the test. Each Party shall have the right to perform data collection
for each Performance Test. The Parties shall agree on the data to be used
for analysis, and the analysis will be performed by the Contractor. If Owner
observes any defects or deficiencies in the Facility or its performance
during any Performance Test, Owner shall promptly notify the Contractor
in writing, and if in Owner’s reasonable judgment such defect calls into
question the validity of the Performance Test or poses any risk of damage
or injury to property or persons, Owner may direct that the Performance
Test be stopped and restarted after appropriate corrective action has been
taken by the Contractor at the Contractor’s sole cost and expense. Once the
Contractor has successfully completed the Performance Tests or paid the
Buy-Down Amount if so eligible and applicable and fully completed all the
Works, including the Punch List, free of defects or deficiencies and no
pending Variation remains unsettled, the Contractor may request that
Owner issue a Performance Certificate in the form set forth in Schedule 4
and the Owner will issue such if the requirements therefor have been meet
with 10 Business Days. The Contractor and Owner shall use their best
efforts to minimize the economic impact on Owner during periods of
repairs or Tests carried out after the Taking-Over Date.
9.5 Failure to Achieve Performance Criteria - If the Performance Criteria

Tests demonstrate that the Facility has not achieved the Performance
Criteria for any reason, Contractor shall perform the Technical Assessment
in order to identify the reason for the failure by the Facility to achieve the
Performance Criteria. Contractor shall promptly provide notice to Owner
regarding the results of such Technical Assessment. Within Fifteen (15)
Days of Owner’s receipt of the Technical Assessment, Owner shall provide
notice to Contractor either accepting Contractor’s diagnosis or identifying
any reasons why Contractor has failed to provide sufficient detail regarding
the root cause(s) of such failure. In the event Owner identifies any failure
by Contractor to provide sufficient detail regarding the root cause(s) of
such failure, Contractor shall promptly remedy such failure by conducting
such additional investigations and submit a revised Technical Assessment
containing any supplemental information obtained by Contractor through
such additional investigations. The process described in this Section shall
be repeated until Owner accepts Contractor’s diagnosis of the root cause(s)
for the failure of the Facility to achieve the Performance Criteria. For any
root cause(s), Contractor shall also propose a means of remedying such
breach in the Technical Assessment, which remedies shall be subject to
Owner’s authorization. If Contractor has submitted three (3) Technical
Assessments which do not meet Owner’s approval and authorization,
51
Owner shall be entitled to commission a Technical Assessment from a third

party consultant selected by Owner at Contractor’s expense. Following
Owner’s acceptance and authorization of the Technical Assessment or
receipt of a third party consultant’s Technical Assessment, Contractor shall
promptly remedy such issues, provide notice to Owner upon completion of
such remedy, shall re-perform the Performance Criteria Tests and the
process set forth above shall be repeated. If, by the date falling one
hundred and eighty (180) calendar days after the Taking-Over Date the
Facility has failed to demonstrate its achievement of the Performance
Criteria, Contractor shall, based upon the most recent Performance Criteria
Test, pay to Owner (the “Buy-Down Amount”) the product of the Domestic
Contract Price multiplied by 0.1 multiplied by the quotient of the (the
difference between the loss in decimals determined in the 1 Hour Test
minus 0.01) divided by 1.
Contractor shall pay the Buy-Down Amount to Owner within thirty (30) Days
after it is incurred pursuant to the terms of this Contract. The Parties agree that it
would be extremely difficult to precisely determine the amount of actual lost
revenue damages that would be suffered due to a failure of the Facility to achieve
the Performance Criteria once the Taking-Over Date has been achieved, but that
the Buy-Down Amount is a fair and reasonable determination of the amount of
actual lost revenue damages which would be suffered by Owner, and that the
Buy-Down Amount does not constitute a penalty. The Parties agree that the Buy-
Down Amount constitutes liquidated damages to compensate Owner for the losses
it is likely to suffer or damages it is likely to incur as a result of the Contractor’s
failure to achieve the Performance Criteria, and such Buy-Down Amount shall be
in lieu of all liability for any and all extra costs, losses, or expenses incurred by
Owner as a result of the Contractor’s failure to achieve the Performance Criteria
once the Taking-Over Date has been achieved. These liquidated damages are a
reasonable forecast of the actual costs, losses and expenses Owner will incur as a
result of such Contractor’s failure and do not constitute a penalty. The Parties,
having bargained in good faith for such specific damages, are estopped from
contesting the validity or enforceability of such damages. If the Buy-Down
Amount is not paid on demand, Owner may withhold such sums from any amount
then owed to the Contractor, or resort to any other remedy available to it in law or
equity for the recovery of the Buy-Down Amount.
9.6 Not Used -
9.7 Owner Testing - Contractor acknowledges and agrees that from time to
time Owner, or its designee, may perform tests on the Facility and that the
performance of such tests shall not void any warranties hereunder.
Contractor further acknowledges and agrees that the results of such tests
may not be used to either determine or demonstrate Contractor’s
performance hereunder.
52
9.8 Retesting - If the Works fail to pass any Tests, Sections 7.4 and 7.5 shall
apply, and Owner’s Representative or the Contractor may require such
failed Tests to be repeated under the same terms and conditions.
9.9 Modifications to Achieve Passage of Tests - Owner and the Contractor

shall confer and mutually agree upon any corrective measures or
modifications to the Facility to be taken by the Contractor to achieve the
Performance Criteria; provided, however, that, such corrective measures or
modifications must not adversely affect the operation or maintenance of the
Facility or cost thereof after the Taking-Over Date.
9.10 Early Operation - If the Taking-Over Date does not occur by the
Scheduled Taking-Over Date, Owner may, at its sole option, place the
Facility or any part thereof into service at any time. Such placement into
service shall not be deemed to be the Taking-Over Date but one half (1/2)
of the Milestone Payment due upon the Taking-Over Date shall be paid to
the Contractor and the other half shall be paid upon the achievement of the
Taking-Over Date by the Contractor. The Contractor shall cooperate with
Owner and allow Owner sufficient access to the Facility so that it may
operate the Facility. The Contractor shall not be relieved from any of its
obligations hereunder (including achieving the Performance Criteria and
completing all Works). Once Owner is operating the Facility, care, custody
and control thereof shall pass to Owner and Owner shall thereby bear the
associated risk of loss. Owner will act reasonably in allowing the
Contractor continued access to the Facility to fulfill its obligations with
relation to achieving the Performance Criteria and completing all Works.
To the extent that Owner’s exercise of any of its rights hereunder:
(a) causes the Contractor to suffer delays or increased costs as a result of

damage to the Facility, the Contractor shall be entitled to a Variation
so long as it submits a claim therefor within twenty (20) Days after
such circumstances arise; or
(b) results in damages to the Facility for which the Contractor is

responsible hereunder, Owner shall pay any deductibles required to be
paid in connection with any insurance proceeds received therefor.
X. TAKING-OVER
10.1 Taking-Over - The Works shall be taken over by Owner when they have
been completed in accordance with this Contract (except as described in the
Punch List, if such has been agreed in accordance with Section 9.3) and the
Taking-Over Certificate has been countersigned by the Owner. If the
Commencement Date has not occurred, the Preliminary Works shall be
accepted by Owner when they have been completed and the Preliminary
Works Acceptance Certificate has been countersigned by the Owner (the
date of such signature, the “Preliminary Works Acceptance Date”).
53
XI. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES
The Contractor represents and warrants that:
(a) it has thoroughly examined this Contract and have become familiar
with its terms and the proposed schedule of work of the Solar Plant
Contractor delivered to Contractor before the Effective Date;
(b) it has full experience and proper qualifications to perform the Works
and to construct the Facility;
(c) other than with respect to antiquities, it has ascertained the nature and
location of the Works, the character and accessibility of the Site and its
surrounding areas, the quality and quantity of Owner-furnished water
and electricity and the on-Site access thereto, the availability of lay-
down areas for Contractor’s Equipment and tools, the existence of
visually apparent obstacles to construction (other than underground
obstacles, if any, referred to in this Contract), the availability of
facilities and utilities, the location and character of existing or adjacent
work or structures, the conditions as of the Effective Date of roads and
waterways in the vicinity of the Site, including the conditions affecting
shipping and transportation (such as the limitations of bridges and
tunnels), access, disposal, handling and storage of materials, the
surface conditions and other general and local conditions, including
labor, safety, weather, environmental conditions (other than Dangerous
Substances which are not known to the Contractor), geological
conditions, if any, noted in and attached to this Contract.
(d) it is, and its Subcontractors are, fully qualified and capable of
performing the Works to complete the Facility in accordance with the
terms of this Contract;
(e) all services provided and procedures followed by the Contractor

hereunder to engineer, design, procure, construct, commission, start-up
and test the Facility shall be done in a workmanlike manner and in
accordance with the requirements of this Contract;
(f) it is familiar with all necessary facilities for delivering, handling and
storing all Contractor’s Equipment and other parts of the Works;
(g) it has satisfied itself as to the means of communication with and access
to and through the Site and accommodations it may require, the
possibility of interference by persons with access to or use of the Site
after the Contractor shall have been given unrestricted access thereto
and the precautions and times and methods of working necessary to
prevent any Person under the direction of the Contractor from creating
any nuisance or interference, whether public or private, which might
give rise to any legal action;
54
(h) the Applicable Laws of Peru in effect on the Effective Date and all
Applicable Laws in existence on the Effective Date that, by their
terms, are effective and applicable to the Contractor or the Works to be
performed by Contractor as of the Effective Date, have been taken into
account in its calculation of the Domestic Contract Price and shall be
reflected in the design of the Facility and the Works; and
(i) no principal, general partner, employee or agent of Owner has received

any compensation, directly or indirectly, from Contractor or any of its
Affiliates or any Subcontractor or any of its Affiliates.
XII. WARRANTY LIABILITY
12.1 Warranty - The Contractor warrants for the Warranty Period that the
Construction Documents, Works, Facility and its services hereunder shall
be free from defects, errors, omissions, and deficiencies and that shall be
new and unused when installed and be fit for its and their intended purpose.
The Contractor warrants that:
(a) the Works will be performed in accordance with the standards and
requirements specified in this Contract;
(b) the Facility shall be designed, engineered and constructed to meet the
requirements of this Contract and to produce a fully functional facility
that is capable of demonstrating all the Performance Criteria and other
performance objectives of this Contract; and
(c) the Works (including design and engineering) will conform to the
Project Functional Specification.
In order that the Construction Documents and the Works comply with the
foregoing warranties and shall be in the condition required by this Contract, the
Contractor shall execute all work of amendment, reconstruction, and remedy
necessary for compliance with the foregoing promptly or as may otherwise be
instructed by Owner or Owner’s Representative. If any defect appears to Owner,
Owner or Owner’s Representative shall promptly notify the Contractor in writing
within the applicable Warranty Period. Without limiting Contractor’s own
warranties hereunder, Contractor shall also, for the benefit of Owner, obtain from
all Subcontractors the best warranties and guarantees available for the Equipment
and services provided by such Subcontractors, and Contractor shall promptly
provide notice to Owner regarding the terms and conditions of such warranties
and guarantees. Following the expiration of the Warranty Period, Contractor shall
assign to Owner or otherwise procure for Owner the right to proceed directly
against any Subcontractor under such warranties or guarantees. Contractor shall
promptly deliver to Owner copies of all warranties and guarantees received from
Subcontractors which must expressly acknowledge Owner’s rights hereunder to
so proceed. If the Commencement Date has not occurred the “Warranty Period”
55
means the period from the Preliminary Works Acceptance Date to the date which
is 730 Days after the Preliminary Works Acceptance Date and this Article 12
shall only cover the Preliminary Works.
12.2 Cost of Remedying Defects - All work referred to in Section 12.1 shall be
executed by the Contractor at its own cost. All costs incidental to the
Contractor’s performance of its obligations, including the removal,
replacement and reinstallation of materials and equipment were part of the
Works necessary to gain access to defects and retesting of repaired or
replaced portions of the Works (if appropriate in accordance with industry
standards) shall be borne by the Contractor. Any duties or taxes assessable
for the importation of items required to meet the Contractor’s obligations
herein shall also be borne by the Contractor.
12.3 Extension of Warranty Period - Any portion of the Works, including the
Overseas Works, repaired or replaced by the Contractor shall be warranted
by the Contractor and the Warranty Period in respect of such portion of the
Works shall be extended for a period of one (l) year from the date of
completion of such repair or replacement. However, the total Warranty
Period shall not exceed a maximum two (2) years from the Taking-Over
Date.
12.4 Failure to Remedy Defects - If the Contractor fails to remedy any defect
or deficiency within a reasonable time, taking account the defect magnitude
and the prudent Electrical Practices then the Owner may at its sole
discretion:
(a) carry out the work itself or though others at the Contractor’s risk and
cost, the costs properly incurred by Owner in remedying such shall be
recoverable from the Contractor by Owner and may be deducted from
the Contract Price or taken from the Performance Security; or
(b) require Owner’s Representative to determine and certify a reduction in

the Contract Price.
The Parties agree that if Prudent Electrical Practices dictate that the
Facility be de-rated or taken out of service for as a result of a defect or
deficiency for more than one day while the Contractor awaits parts or
services before commencing warranty Works then the Owner may
make arrangements to rent the necessary equipment at the Contractor’s
expense in order to minimize or eliminate such derating or outage.
12.5 Removal of Defective Work - If a defect or deficiency is such that it

cannot be remedied expeditiously on the Site, the Contractor may, with the
consent of Owner’s Representative or Owner, remove from the Site for the
purposes of repair any part of the Works which is defective or damaged at
the risk of loss and expense of the Contractor.
56
12.6 Further Tests - If the remedying of any defect or damage is such that it
may affect the performance of the Works, Owner may require that the
related portion of Tests on Completion be repeated to the extent necessary
to demonstrate that the defect has been remediated. The requirement shall
be made by written notice within twenty-eight (28) Days after the defect or
damage is remedied. Such Tests on Completion shall be carried out in
accordance with Article 9 utilizing Facility instrumentation and at the cost
of the Contractor.
12.7 Right of Access - Contractor’s access to the Facility pursuant to this

Section shall be exercised in a manner so as to minimize the impact on the
operation and maintenance of the Facility and shall be exercised having
regard to Owner’s operational requirements, and in consultation with
Owner’s Representative.
12.8 Contractor to Search - The Contractor shall, if required by Owner’s

Representative, search for the root cause of any defect or deficiency under
the direction of Owner’s Representative. If a defect is present, the
Contractor shall be liable for all such Costs, otherwise, the Cost of such
search shall be paid by Owner.
12.9 Forced Outages - The Contractor agrees that, after the Taking-Over Date
until the Performance Tests are successfully concluded, the transmission
line portion of the Facility shall have no Forced Outage Hours (the “Forced
Outage Hours Guaranty”). If the Contractor has not been liable to pay the
full Buy-Down Amount and during such period the transmission line
portion of the Facility has Forced Outage Hours in excess of 2 hours in any
year, the Contractor must immediately pay to the Owner liquidated
damages in the amount of 2000 USD per hour for each hour in excess of
Forced Outage Hours in each such year (“Forced Outage Hours Liquidated
Damages”) up to a maximum of any portion of the Buy-Down Amount that
remained available after the Buy-Down Amount, if any, was paid, subject
to the following conditions. “Forced Outage Hour” is any hour in which
occurs an interruption or reduction of the transmission capacity of the
transmission line of the Facility that is not due to (a) a Forced Majeure;
(b) COES or the substation owner; or (c) the act or omission of any non-
Contractor Person which is not in accordance with the Contractor’s
instruction manuals or Prudent Electrical Industry Practices.
XIII. CONTRACT PRICE AND PAYMENT
13.1 The Lum Sum
13.1.1. The Domestic Contract Price- The Domestic Contract Price shall be the
full and sole compensation of the Contractor for all its services and
obligations hereunder (and for the avoidance of doubt includes the
Preliminary Works Payment Amount which is a portion thereof. The
57
Contractor shall be entitled to earn the Preliminary Works Payment

Amount as it achieves the Preliminary Works related to the Preliminary
Works Milestone Payments. All initial spare parts specified in this
Contract are included in the Works and the cost of such parts is included
in the Domestic Contract Price, and if the Contractor uses any spare parts,
the Contractor, at its expense, shall replenish such spare part within thirty
(30) Days or as soon as practicable if such spare part is not readily
available within such thirty (30) Day period.
13.1.2. Application for Milestone Achievement Notices- Upon achieving each

milestone set forth in the Schedule of Milestone Payments, Schedule 2, the
Contractor may submit a Milestone Achievement Notice to the
Representatives and Owner in the form set forth in Schedule 14. The
Milestone Achievement Notice shall identify the milestone completed and
the corresponding values for the same. Such statement shall also include
any other sums, including those arising out of Variations, that the
Contractor certifies are due and owing since the last milestone payment
and a certification that (i) the Contractor has no reason to believe that the
Taking-Over Date will not be achieved and (ii) that all insurance required
to be maintained by the Contractor under this Contract is in full force and
effect.
13.1.3. Schedule of Milestone Payments - Contractor will be paid based upon

completion of the milestones set forth in the Schedule of Milestone
Payments, Schedule 2.
13.1.4. Payment -Upon receipt of a Milestone Achievement Notice Owner and

the Representatives will, within fifteen (15) Days, determine whether the
applicable milestone has been completed and countersign the Milestone
Achievement Notice if such is the case and upon receipt thereof by the
Contractor the Contractor may submit such countersigned Milestone
Achievement Notice together with invoices (requesting payment for such
milestones in the corresponding amount set forth in Schedule 2 and Owner
will pay one hundred percent (100%) of the amount due in respect of such
milestones within fifteen (15) Days subject to the next subparagraph
below, less any amounts as may be permitted or provided for in this
Contract including any and all withholding due to the tax law of the
Country as such may be required from time to time. The Contractor shall
not be paid for any milestones completed in advance of the dates set forth
in Schedule 2 next to the milestone in question. The determination of
Owner as to amount and date of completion shall be final and conclusive
subject to the Contractor’s right to dispute such determinations under
Article 20. As a condition precedent to payment of such amounts, the
Contractor shall execute and furnish to Owner such supporting documents
as Owner may request, including, but not limited to:
58
(a) a written release of liens of the Contractor against any Lenders and Owner
and their property, agents and employees for demands for payment or
compensation for equipment, materials or services in connection with the
Milestone Achievement Notice, in the form set forth in Schedule 14; and
(b) documents as will establish title in and to the Works. No payment made
hereunder shall be considered an approval or acceptance of any Work or
constitute a waiver of any claim or right that Owner may have at that time or
thereafter, including claims and rights relating to warranty and
indemnification obligations of the Contractor.
13.1.5. Form and Manner of Payments - All payments of Domestic Contract

Price under this Contract shall be made by wire transfer of immediately
available funds to the bank account in the Country the Contractor may
designate from time to time in writing by notice to Owner given not less
than five (5) Business Days prior to the next payment date to which such
payment instructions are to apply. If the date for any payment called for
under this Contract should fall on a Day that is not a business day at the
location designated for receipt of such payment, then such payment may
be made on the next succeeding business day in such location with the
same effect as if made on the date due.
13.1.6. Delayed Payment - If payment of any sum properly payable under

Section 13.1.6 is delayed, the Contractor shall be entitled to receive from
Owner financing charges compounded monthly on the undisputed amount
unpaid during the period of delay. The financing charges shall be
calculated at the Citibank, N.A. prime lending rate plus two percent (2%)
on the Business Day the payment was properly due.
13.1.7. Application for Final Payment Certificate - The Contractor shall, unless
a Variation provides otherwise, be entitled to request payment of its final
milestone in the Schedule of Milestone Payments once the Performance
Certificate has been issued.
13.1.8. Discharge - When submitting its request for Final Payment in accordance
with Section 13.1.11, the Contractor shall submit a Final Payment
Certificate in the form set forth in Schedule 10 which confirms that
Owner’s Final Payment shall represent a full and final settlement of all
monies due to the Contractor providing under this Contract and shall
release all claims of the Contractor and Subcontractors against Owner and
Lenders and their property, agents, and employees for demands for
payment or compensation for equipment, materials or services in
connection with this Contract.
13.2 Taxes and Duties
59
Taxes - The Domestic Contract Price include all taxes, duties and other charges imposed by any
country or any political subdivision thereof other than the Country in connection with the Works.
Owner shall not be responsible for any income taxes of any kind which may now or hereafter be
applicable to, measured by, or imposed upon the Contractor as a result of the transactions
hereunder.
Other Taxes - The Contractor shall register with the appropriate taxing authorities in the
Country. The Contractor shall fully inform himself of all tax regulations in the Country.
Contractor shall be responsible for the payment of all and Owner shall have no obligation to
reimburse or indemnify Contractor or its Subcontractors for any present and future taxes, duties,
tariffs, fees and other charges imposed by tax authorities pursuant to Applicable Laws enacted
prior to or after the Effective Date (whether such Applicable Laws are now or are hereafter to be
in effect) or imposed by any other country or by any political subdivision or taxing authority or
agency of any thereof on or with respect to any payments made by Owner to Contractor pursuant
to the terms of this Contract.
Owner’s Right to Withhold: Tax Certificates - With respect to payment for any services
provided hereunder by the Contractor, Owner may withhold or deduct from the payment of any
amount otherwise payable to the Contractor under this Contract as Owner may be required to
withhold or deduct under the laws of the Country or any other country or political subdivision or
taxing authority or agency thereof, and Owner shall promptly furnish the Contractor with
appropriate tax certificates/receipts of all sums so withheld or deducted.
13.3 Owner’s Right to Withhold and/or Set Off Payment - Owner shall have
the right to set-off from monies and securities otherwise due to the
Contractor any claims or charges that Owner has against the Contractor
under this Contract. Such claims or charges may include, but are not
limited to, costs incurred by Owner as a result of the Contractor’s failure to
perform Works, the remedying of defects or deficiencies, payment of back
charges, payment of the Buy-Down Amount and the payment of liquidated
damages set forth in this Contract. The Contractor shall notify Owner’s
Representative in writing of all claims against it or its Subcontractors in
excess of seventy-five thousand dollars (US$75,000) and promptly pay any
undisputed claims of any and all Subcontractors. The obligation of Owner
to make any payment to the Contractor required hereunder shall be subject
to the right of Owner to withhold an amount equal to the amount of any
outstanding claims or charges against the Contractor as hereinabove
provided for.
XIV. VARIATIONS
14.1 Right to Vary - Variations may be initiated by Owner any time prior to the
Taking-Over Date, either by instruction or by a request for the Contractor
to submit a proposal. Such a Variation may provide for a change in,
addition to, or deletion from the Works, including but not limited to
changes:
60
(a) in the Project Functional Specification;
(b) in the method or manner of performance of the Works; or
(c) directing acceleration or deceleration in the performance of the Works.
If the Construction Documents or Works are not in accordance with this Contract,
any rectification thereof shall not entitle the Contractor to a Variation. In the
event of any Variation or request by Owner for a proposal for a Variation, the
Contractor shall promptly provide such information as Owner may request.
Development of or refinements to the Construction Documents shall not entitle
the Contractor to a Variation. Except as otherwise provided in a Variation, no
order, statement, or conduct of Owner shall constitute a change to this Contract
nor entitle the Contractor to an adjustment to the Domestic Contract Price.
14.2 Variation Procedure - If Owner requests a proposal under Section 14.1 or

Contractor is entitled to a Variation under as express provision of this
Contract, the Contractor shall prepare at its expense and submit as soon as
practicable but in any event with in ten (10) Days of Owner’s request:
(a) a written description of the proposed design and/or work to be

performed and a programme for its execution in the form of Schedule
7;
(b) the Contractor’s proposal for any necessary modifications to the

Baseline Project Schedule;
(c) the Contractor’s proposal for adjustment of the Domestic Contract

Price, Scheduled Preliminary Works Acceptance Date, Time for
Completion and/or modifications to this Contract, accompanied by
detailed pricing including all bid packages received from potential
Subcontractors identified by Contractor or Owner and in all cases
Contractor shall solicit at least three bids for any part of the Works
Contractor will not perform; and
(d) a statement whether and the extent to which, in its opinion, the
proposed Variation would, notwithstanding the exercise of all due skill
and care, result in defective design or construction or prevent the
Contractor from performing its obligations under this Contract.
Owner shall review this estimate with the Contractor for the purpose of agreeing
on the matters set forth therein, including a mutually acceptable adjustment to the
Domestic Contract Price for a Variation, any Variation shall be priced and
compensated monthly in accordance with the provisions of Schedule 7 on a time
and material basis. Upon execution of a Variation by the Parties, the Contractor
shall forthwith proceed to carry out the Variation and be bound by this Contract in
so doing as if such Variation was stated in this Contract. The Contractor shall
continue to carry out all the Works pending the granting of the Variation. In any
61
case where the Contractor is instructed to proceed with a Variation prior to the
determination of the adjustment to the Domestic Contract Price in respect thereof
the Contractor shall be compensated monthly according to Schedule 7 on a time
and materials basis as set forth above and Contractor shall keep records of such
Variation and of time expended thereon. Such records shall be open to inspection
by Owner’s Representative at all reasonable times. Once Owner and the
Contractor execute a Variation with respect to any matter, the Contractor shall not
be entitled to make any claim or any claim for a price adjustment, schedule
extension or variation or modification of the Contract with respect to such matter,
nor will any subsequent Variation be construed to alter a prior Variation except to
the extent expressly set forth in such subsequent Variation. In no event shall the
Contractor be entitled to:
(a) recover any damages or additional compensation from Owner or any

of its Affiliates (or seek to recover such from any of Owner’s other
contractors); or
(b) any extension of time, or relief for, its performance hereunder;
on account of any delay, obstruction or interference attributable to any Person or

cause, unless such delay, obstruction or interference is grounds for and results in a
Variation, in which case the Contractor shall only be entitled to such relief as is
specified in such Variation and the Contractor hereby expressly waive any and all
rights, on its own behalf as well as on the behalf of all the Contractor’s agents,
servants, Subcontractors and employees, to any claim against Owner for damages
or additional compensation or extension of time or excuse for performance as a
result thereof under any legal or equitable theory including common law
principles of force majeure, mistake, frustration, or impossibility of performance.
XV. DEFAULT OF CONTRACTOR
15.1 Notice to Correct - If the Contractor fails to carry out any of its
obligations hereunder, or if the Contractor is not executing the Works in
accordance with this Contract, Owner may give notice to the Contractor
requiring it to make good such failure and remedy the same. In the event
the Contractor neglects to make good such failure and remedy the same
within the time requested by Owner and the Contractor or, if no such time
is requested, within fifteen (15) Days from the Contractor’s receipt of
notice, Owner may, without prejudice to other remedies Owner may have,
undertake such work and deduct the cost thereof, including overhead and
profit, from any payments then or thereafter due to the Contractor. If
payments then or thereafter due to the Contractor are not sufficient to cover
such amounts, the Contractor shall pay the difference to Owner on demand.
15.2 Termination - If the Contractor:
62
(a) fails to comply within a reasonable time, but in no case more than
thirty (30) Days, with a notice under Section 15.1 and Section 7.5.
provided that such thirty (30) Day period shall be extended for an
additional period of not more than forty-five (45) Days so long as the
Contractor is diligently pursuing remediation of any such failure and
provided further that the foregoing seventy-five (75) Day period shall
be extended by the time reasonably required to procure and deliver to
the Site any defective part or component on commercially reasonable
terms taking into account the financial harm that Owner will suffer;
(b) abandons or repudiates this Contract or fails to replace a Performance

Bank Guarantee whose issuer is no longer an Eligible Bank within
fifteen (15) Days of such occurrence;
(c) upon forty-five (45) Days prior written notice from Owner fails to
employ sufficient capability in the performance of the Works such that
the Performance Certificate can reasonably be expected to be issued
within the Time for Completion;
(d) assigns this Contract or subcontracts the Works without any required
consent under this Contract, and fails to cure such after thirty (30)
Days written notice from Owner;
(e) fails to achieve the Taking-Over Date within one hundred and eighty
(180) Days after the Scheduled Taking-Over Date;
(f) fails thirty (30) Days after written notice from Owner to comply with
the requirements of any Applicable Laws or Applicable Permits
provided that the Contractor shall have an additional thirty (30) Day
period thereafter so long as it is diligently pursuing the cure of such
failure; or
(g) fails to maintain in full effect the Parent Guaranty required of the
Contractor pursuant to Section 4.2 hereof,
then Owner may, after having given thirty (30) Days’ notice to the Contractor,
terminate the Contractor’s services under this Contract and expel it from the Site.
The Contractor shall then:
(a) turn over to Owner’s Representative all Works in process;
(b) remove all Contractor’s Equipment from the Site (unless the directive
requires that the Contractor refrain from such removal);
(c) assign to Owner, in the manner, at the times, and to the extent directed
in writing by Owner’s Representative, all of the rights, title and
interest of the Contractor under any Subcontracts relating to the
63
execution of this Contract or the Works that are specifically identified

in such directive; and
(d) deliver all Construction Documents, and other design documents made
by or for him, to Owner’s Representative.
The Contractor shall be released from any of its obligations or liabilities under
this Contract. The rights and authorities conferred on Owner and Owner’s
Representative by this Contract shall not be affected. Owner may upon such
termination complete the Works itself and/or by any other Person. Owner or such
other Person may use for such completion so much of the Construction
Documents, other design documents made by or on behalf of the Contractor,
Contractor’s Equipment, Temporary Works, Equipment and Materials as it or
they may think proper. Upon completion of the Works, or at such earlier date as
Owner’s Representative thinks appropriate, Owner’s Representative shall give
notice that the Contractor’s Equipment and Temporary Works will be released to
the Contractor at or near the Site. The Contractor shall remove or arrange
removal of the same from such place without delay and at his cost.
15.3 Valuation at Date of Termination - Owner’s Representative shall, as soon

as possible but not later than thirty (30) Days after termination under
Section 2.3 or Section 15.2, determine and advise the Contractor of the
value of the Construction Documents, Equipment, Materials, Contractor’s
Equipment and Works in excess of the portion of the Domestic Contract
Price that has been paid to the Contractor. If Owner wishes to use the
Contractor’s Equipment beyond the Contractor’s demobilization schedule,
the valuation referred to in this section shall include the cost of use of the
Contractor’s Equipment after the scheduled demobilization date as shall be
agreed between the Parties.
15.4 Payment after Termination - After termination under Section 15.2,

Owner shall not be liable to make any further payments to the Contractor
except the payment provided in the Section 15.3 after taking into account
the setoff provided in the next sentence which will not be due until the
costs of design, execution, completion and remedying of any defects or
deficiencies, liquidated damages for delay in completion (if any), Buy-
Down Amount and all other actual and documented costs incurred by
Owner have been established and paid in full. Owner shall be entitled to
recover from the Contractor any reasonable and documented costs, in
excess of the unpaid portion of the Domestic Contract Price involved in
completing the Works after allowing for any sum due to the Contractor
under Section 15.3.
XVI. DEFAULT OF OWNER
16.1 Contractor’s Entitlement to Suspend Works - If the Contractor is not

paid any amount properly due hereunder by Owner and Owner fails to
64
explain why the Contractor is not entitled to such amount within ten (10)
Days after the expiry of the time stated in Sections 13.1.4 within which
payment is to be made, except for any deduction that Owner is entitled to
make under this Contract, the Contractor may suspend work in whole or in
part, or reduce the rate of work after giving not less than seven (7) Days’
prior written notice to Owner (with a copy to the Representatives). Such
action shall not prejudice the Contractor’s entitlement to payment under
Sections 13.1.4 and to terminate under Section 16.2. If the Contractor
suspends work or reduce the rate of work, and Owner subsequently pays
the amount due (including payment in accordance with Section 13.1.4),
together with the financing charges payable under Section 13.1.6, the
Contractor’s entitlement under Section 16.2 shall lapse in respect of such
delayed payment, unless notice of termination has already been given, and
the Contractor shall promptly resume normal working progress. If the
Contractor suffers delay and/or incur Cost as a result of suspending work or
reducing the rate of work in accordance with this Section, the Contractor
shall give written notice to Owner. After receipt of such notice, Owner
shall proceed to agree or determine:
8.3; and
(b) the amount of such Cost plus Profit thereon shall be added to the
Domestic Contract Price, and shall notify the Contractor accordingly.
16.2 Termination - If:
(a) the Contractor is not paid any amount due, excluding any disputed
amounts within forty-two (42) Days after the expiry of the time stated
in Section 16.1 within which payment is to be made (except for a
deduction that Owner is entitled to make under this Contract);
(b) Owner becomes bankrupt or insolvent, goes into liquidation, has a

receiving or administration order made against him, compounds with
his creditors, or carries on business under a receiver, trustee or
manager for the benefit of his creditors, or if any act is done or event
occurs which (under any Applicable Laws) has a similar effect to any
of these acts or events, provided that within sixty (60) Days from the
occurrence of the events described above: (i) Owner’s creditors do not
assume Owner obligations under this Contract; or (ii) the insolvency or
bankruptcy is stayed; or
(c) Owner assigns this Contract without the Contractors’ consent, unless
otherwise permitted under this Contract or any agreement with the
Lender;
65
then the Contractor may terminate its employment under this Contract by giving
notice to Owner, with a copy to the Representatives. Such notice shall take effect
fourteen (14) Days after the giving of the notice.
16.3 Cessation of Works and Removal of Contractor’s Equipment - After

termination under Section 2.3 or Section 16.2, the Contractor shall do the
following:
(a) cease all further work, except for such work as may be necessary and
instructed by Owner’s Representative for the purpose of making safe
or protecting those parts of the Works already executed, and any work
required to leave the Site in a clean and safe condition;
(b) hand over all Construction Documents, Equipment and Materials for
which the Contractor have received payment;
(c) hand over those other parts of the Works executed by the Contractor
up to the date of termination; and
(d) remove all Contractor’s Equipment which is on the Site and repatriate
all its staff and labor from the work Site.
Any such termination shall be without prejudice to any other right or remedy of
the Contractor under this Contract.
16.4 Payment on Termination - If Contractor terminates this Contract under

Section 16.2 after the issuance of the Notice to Commence, then Owner
shall pay Contractor a Termination Fee in an amount equal to (i)
Contractor’s actual and documented costs (including for this purpose,
allocated profit thereon of ten percent (10%) due to administrative fee), as
audited and accepted by an independent quality surveying firm of
international reputation selected by Owner and reasonably acceptable to
Contractor, incurred and which could not be avoided in connection with the
performance by Contractor of the Works as of the date of such termination
and which were not previously paid by Owner, (ii) with respect to
materials, equipment or supplies to be incorporated into the Works which
have been ordered, but have not been delivered to the Site either (a) all
documented costs incurred by Contractor in connection with such
materials, equipment or supplies, for which Contractor has not been paid,
provided that such materials, equipment or supplies are delivered to Owner
at the Site together with all documents necessary to transfer good and
unencumbered title thereto to Owner, if Owner has elected (in its sole
discretion) in writing to take possession of such Materials, equipment or
supplies, or (b) all actual, documented, reasonable and customary
cancellation charges payable by the Contractor to its Subcontractors for
such materials, equipment or supplies as a result of such cancellation, to the
extent that such charges are not mitigated despite best efforts to do so by
66
Contractor, if Owner has elected (in its sole discretion) in writing not to
take possession of such materials, equipment or supplies, and (iii) solely in
the case of termination of this Contract by Owner under Section 2.3 after
the issuance of the Notice to Commence, all documented costs incurred by
Contractor in the removal of Contractor’s Equipment and Materials from
the Site. Payment of this Termination Fee shall be the sole and exclusive
liability of Owner, and the sole and exclusive remedy of Contractor, with
respect to the termination of this Contract. Payment of the above amounts
is the sole and exclusive remedy of Contractor in case of Owner’s breach of
this Contract, and Contractor hereby waives any other rights under
Applicable Laws.
XVII. RISK AND RESPONSIBILITY
17.1 Contractor’s Indemnity - Contractor shall defend, indemnify and hold

harmless Owner, Owner’s Representative, Lenders’ Representative and its
representatives, all Lenders and all of the foregoing Persons’ respective
Affiliates, contractors, agents and employees from and against all claims,
damages, losses and expenses (including attorneys’ fees) arising out of or
resulting from the Contractor’s or any Subcontractor’s negligence, gross
negligence or willful misconduct in the performance of the Works. These
indemnification obligations shall be limited to claims, damages, losses and
expenses which are attributable to (a) bodily injury, sickness, disease or
death, or to injury to or destruction of physical property other than the
Works or (b) fines or violation of Applicable Law or Applicable Permits.
17.2 Owner’s Indemnity - Owner shall defend, indemnify and hold harmless
Contractor, Contractor’s Representative, its Affiliates, agents and
employees from and against liability resulting from injury to or death of
persons and from physical damage to or loss of third-party property, caused
by or arising in whole or in part out of, but only to the extent of the
negligent acts or omissions or willful misconduct of Owner or Owner’s
Representative. Owner’s indemnity obligation under this Section shall not
apply to any liabilities arising out of or relating to events or circumstances
occurring after the end of the Warranty Period.
17.3 Contractor’s Care of the Works - The Contractor shall take full
responsibility for the care, custody and control of the Works whether
delivered to or placed on the Site or elsewhere in connection with or for the
purpose of the Works, from the Preliminary Works Commencement Date
or the Commencement Date if such occurs earlier until the Taking-Over
Date when responsibility shall pass to Owner. If any loss or damage
happens to the Works arising from any cause during the period for which
the Contractor is responsible, the Contractor shall rectify such loss or
damage, at its cost, so that the Works conform to this Contract. The
Contractor shall also be liable for any loss or damage to the Works caused
by any operations carried out by the Contractor after the Taking-Over Date.
67
17.4 Employees - No Party nor its directors, officers, employees, agents,

Affiliates or representatives, nor any independent contractor engaged by it
in connection with the performance of this Contract, shall be deemed an
employee of the other Party. No Party shall bring any claim against the
other Party or its directors, officers, Affiliates, agents, representatives,
employees or independent contractors with respect to any liability for
compensation under any Applicable Laws.
17.5 Limitation of Contractor’s Liability - The Contractor’s total liability for

all claims of any kind, whether as a result of breach of contract, delays,
warranty, tort, negligence, strict liability or otherwise, for any loss or
damage arising out of, connected with, or resulting from the Works,
including any liquidated damages payable under Sections 8.5, shall in no
case exceed a sum equal to one hundred percent (100%) of the:
(a) Domestic Contract Price if the Commencement Date has occurred and
(b) Preliminary Works Payment Amount if the the Commencement Date
has not occurred (as applicable under the circumstances, the “Liability
Cap”). Notwithstanding the Contractor’s payments of liquidated damages
hereunder, the Contractor shall complete the Works and achieve the
Performance Criteria. Notwithstanding the above, the Contractor’s liability
shall not be limited, and no credit shall be granted against the Liability Cap,
for:
(a) the Contractor’s indemnification obligations under Sections 1.13, 5.9

and 17.1;
(b) the costs incurred by the Contractor in achieving the Taking-Over

Date;
(c) Not Used.
(d) any loss or damage arising out of or connected with the Contractor’s
gross negligence or willful misconduct; or
(e) any risks insured through insurance required under this Contract, it
being the Parties’ specific intent that the Liability Cap shall not
provide any relief or satisfaction of any obligation of the Contractor’s
insurers or guarantors.
In no event shall Owner or the Contractor be liable to the other for any consequential, special or
indirect losses or damages (including loss of future profits) for any reason, whether arising in
contract, warranty, tort, negligence, strict liability or otherwise. For the purpose of the foregoing
sentence only, the term “contractor” shall be deemed to refer to the contractor, contractor’s
Affiliates and Contractor’s Subcontractors and suppliers.
68
XVIII. INSURANCE
18.1 General - The provisions of this Article 18 do not modify or change or

abrogate any responsibility of the Contractor or any Subcontractor stated
elsewhere in this Contract. Owner assumes no responsibility for the
solvency of any insurer or the failure of any insurer to settle any claim.
Requirements of the Contractor’s and Owner’s insurance policies are set
forth below.
18.2 Polices Obtained by the Contractor - The Contractor shall maintain in

force from the Commencement Date until the Actual Project Acceptance
Date, at its cost, insurance policies with company(s) approved by Owner, in
compliance with the laws of the Country, of the types and in the amounts as
follows all of which are on an occurrence-type basis.
Workers’ Compensation Insurance or any other similar form of

employees’ social insurance which is required by Applicable Laws. The
Contractor expressly agrees to comply with all provisions of the Workers’
Compensation Laws or similar employee benefit laws of the Country, or
wherein Works are to be performed, or of the countries from which its
personnel are employed to the extent applicable. The Contractor shall
effect and maintain insurance against losses and claims arising from the
death or injury to any person employed by the Contractor or any
Subcontractor. For a Subcontractor’s employees, such insurance may be
effected by the Subcontractor, but the Contractor shall be responsible for
compliance with this Section.
Automobile Liability Insurance with companies approved or licensed to

do business in the Country including owned, hired, rented or non-owned
vehicles for bodily injury and property damage with a Combined Single
Limit Each Occurrence: US$1,000,000 or amount required by Applicable
Laws, whichever is greater. All policies pursuant to this Section shall
provide for loading and unloading coverage, contain appropriate no-fault
insurance provisions or other endorsements as are required under
Applicable Laws and Applicable Permits.
Aircraft and Watercraft Liability Insurance is required if the

Contractor or any Subcontractor utilizes aircraft or watercraft while
performing the Work. Aircraft Liability insurance, which shall include
Passenger Liability, and/or Watercraft Liability Insurance shall each have
a minimum limit of coverage of US$10,000,000 per occurrence.
Additional Insurance as may be required by the Lenders. If the

Contractor incurs Cost as a result of compliance with this Section, the
Contractor shall give notice to Owner’s Representative. After receipt of
such notice, Owner’s Representative shall proceed to agree or determine
the amount of such Cost plus Profit thereon which shall be added to
69
Domestic Contract Price and/or the Overseas Lump Sum Prices

accordingly and shall notify the Contractor accordingly.
Third Party Liability Insurance excess over the coverage provided by

Owner under Clause 18.4(b) for losses arising out of or in connection with
the Works at the Site and primary for losses arising away from the Site.
Such insurance shall provide blanket contractual coverage in respect of the
Contractor’s commercial activities, including the Contractor’s indemnity
obligations to Owner and shall include broad form property damage,
sudden and accidental pollution and personal injury coverage. It shall also
provide coverage in respect of liability for claims arising out of products
and completed operations which coverage shall continue until twenty-four
(24) months after the Taking-Over Date. Such insurance shall have a limit
of liability of one million dollars (US$1,000,000) per occurrence and in
the aggregate.
Excess Liability / Umbrella Liability Insurance. This policy must

provide following form coverage excess of the policies contained in
section 18.2(a), employers liability only, (b) and (e) with a minimum limit
of liability of ten million dollars (US$10,000,000) per occurrence and in
the aggregate.
Additional Sudden and Accidental Pollution Coverage. The Contractor

shall, from the date upon which the Contractor will commence Work at
the Site until the Taking-Over Date, at its cost, maintain a sudden and
accidental pollution coverage within the general liability insurance policy
with limits of at least five million dollars (US$5,000,000) per occurrence
and $10,000,000 as the policy limit.
18.3 Requirements In Respect of Contractor’s Insurance - In regards to each

policy described under Section 18.2 the following shall apply.
The Contractor shall provide to Owner, Owner’s Representative and the Lenders
promptly upon request a certificate of insurance providing evidence of each such
insurance upon the terms required hereunder. The Contractor shall furnish Owner
and the Lenders such evidence as may request from time to time regarding the
establishment and maintenance of insurance by any Subcontractor.
Each policy under Section 18.2, with the exception of Workers’ Compensation,
shall specify Owner and Lenders as additional insureds.
Each policy under Section 18.2 shall be placed and maintained with reputable
insurers and/or reinsurer of sound financial standing as approved by Owner and
Lenders from time to time.
Each policy under Section 18.2 shall be in such form and substance, consistent
with the Contractor’s obligations under this Contract, as approved by Owner and
Lenders from time to time.
70
Each insurance policy shall provide a minimum of sixty (60) Days’ notice to
Owner and Lenders prior to cancellation, non-renewal, reduction, restriction or
any material change that affects Owner or Lenders. In the case of cancellation for
non-payment of premium, ten (10) Days’ prior written notice must be provided to
Owner and Lender. Such notice is to be sent by a reputable international courier.
All policies obtained by the Contractor and/or any Subcontractor shall include a
waiver of subrogation against Owner, its employees, agents, directors, and
shareholders and the Lenders.
Except as provided for in Section 18.2(e), the above described insurance (except
for Section 18.2(a) Workers’ Compensation Insurance) shall be considered
primary insurance with respect to the obligations assumed by the Contractor
hereunder and all insurance carried by Owner, its agents, representatives, and/or
Lenders shall be considered secondary and non-contributory in relation thereto.
The Contractor shall comply with all terms, conditions and warranties of policies
procured by Owner pursuant to the following Section 18.4.
18.4 Policies Obtained by Owner - Owner shall maintain in force from Notice
to Commence and until the Actual Project Acceptance Date at its cost:
Construction/ Erection All Risk Insurance in accordance with Schedule 16. Such
insurance shall include Contractor, Subcontractors and their Affiliates as insureds;
and
Third Party Liability, in respect of claims by third parties arising out of or in

connection with the Works at the Site.
18.5 General Requirements for All Insurance - The following provisions shall
apply to all insurance policies required pursuant hereto.
The Contractor and Owner, where applicable, shall comply with the conditions
stipulated in each of the insurance policies. The Contractor shall make no change
to the terms of any insurance without the prior approval of Owner. If an insurer
makes (or purports to make) any such change, the Contractor shall notify Owner
and Lenders as soon as practical. The Contractor shall immediately procure
replacement coverage for all cancelled policies. Failure to secure replacement
policies as to provide continuous coverage shall constitute a default hereunder. If
the Contractor fails to effect and keep in force any of the insurances required
under this Contract, Owner shall have the right but not the obligation to, without
prejudice to any other right or remedy, effect insurance for the coverage relevant
to such default, and pay the premiums due. Such payments shall be recoverable
from the Contractor by Owner and may be deducted by Owner from any sums
due, or to become due, to the Contractor. Nothing in this Section limits the
obligations, liabilities or responsibilities of the Contractor or Owner under the
other terms of this Contract or otherwise. Each Party shall deliver to the other
Party, prior to the commencement of the Work, certificates of insurance
71
evidencing the insurance coverages required herein. Detailed certificates of each

renewal of the insurance shall also be delivered to the applicable Party on or
before renewal. Additionally, each Party shall deliver to the other Party certified
copy of the insurance policies required to be carried by such Party herein in which
the other Party is included as an insured. In addition, a certified copy of the
insurance policies, except for Worker’s Compensation, shall be provided to
Lenders by the Contractor for review to determine if the coverages meet the
requirements of this Article 18. All policies listed in Section 18.4 obtained by
Owner shall contain a waiver of subrogation against the Contractor, and any
Subcontractor. The third party liability policy shall not be required to include a
waiver of subrogation against Subcontractors. All policies listed in Section 18.4
shall include the Contractor, Subcontractors and their Affiliates as named insureds
for their respective interests (except for the Delay in Start-up insurance), will
provide for thirty (30) days prior written notice of cancellation of material change
(subject to shorter notice for non-payment, SR&CC and War) to the Contractor.
These policies (except for the Contractor’s offsite liability coverage) will all be
primary (and further be endorsed to specify that they are primary to and not
excess to or on a contributing basis with any insurance maintained by the
Contractor or any Subcontractor in the case any other policies exist for such
coverage). All policies obtained by the Contractor shall contain a waiver of
subrogation against Owner and its Affiliates and contractors, shall include Owner
and the Lenders as an insured for their respective interests (except for the
Worker’s Compensation) as provided for in Section 18.3(c), will provide for
thirty (30) days prior written notice of cancellation or material change such that it
affects Owner (subject to shorter notice for non-payment, SR&CC and War) to
Owner. These policies will further be endorsed to specify that they are primary to
and not excess to or on a contributing basis with any insurance maintained by
Owner except for the Third Party Liability Insurance required in Section 18.2(e).
Notwithstanding the above requirements, Owner shall maintain the right to
purchase at any time any of the insurances listed in Section 18.2 on behalf of
Owner and/or the Contractor shall return unearned premium on any insurances
canceled at Owner’s request. All policies, except Workers’ Compensation, shall
contain severability of interest or standard cross liability clauses and shall respond
to claims and/or lawsuits that are brought worldwide, including within the United
States of America.
18.6 Deductibles & Claims Management - Notwithstanding any other

provision of this Article, any deductible(s) or self-insured retention payable
under insurance policies required under Section 18.2 hereof shall be the
sole responsibility of the Contractor. In addition, with respect to any
insurance policies (except for the General Liability policy) maintained by
Owner pursuant to Section 18.4 or 18.5(h), the Contractor shall be
responsible for all deductibles (inclusive of legal expenses) on all covered
incidents or occurrences thereunder. The Contractor shall be responsible
for administering the routine requirements of the insurance purchased by
the Contractor and Owner as defined in Section 18.2 and 18.4 as such
requirements relate to engineering, procurement, construction and shipping
72
activities such as loss control surveys, shipping notices and schedules,

reporting claims, developing information required for claims adjustment,
preparation of necessary reports and preparation of insurance reports of
cargo shipments. The Contractor shall promptly notify, in writing, Owner
of any actual or, upon knowledge thereof, potential casualty or claim under
any insurance policy. Such written notice of claim shall be given by the
Contractor whether or not the amount of such claim is within the deductible
limits of the applicable insurance coverage. If a loss is sustained the
Contractor and Owner shall work together jointly and the Contractor for the
purpose of adjusting the amount of the loss with the insurance companies.
The Contractor shall repair or replace any loss or damage to the Works
promptly whether or not the insurer has compensated or agreed to
compensate such loss and complete the Works in accordance with this
Contract.
18.7 Subcontractor Insurance - The Contractor shall use all reasonable

endeavors to ensure that its Subcontractors maintain insurance similar to
the insurance required of the Contractor in Section 18.2.
XIX. FORCE MAJEURE
19.1 Definition of Force Majeure - “Force Majeure” means an event in the

terms of article 1315 of the Civil Code of Peru, which is not foreseeable to
either Owner or the Contractor on or prior to the Effective Date, is of such
a nature that no Person can prevent or avoid it, is demonstrably beyond the
control of the Party asserting such and its subcontractors and, which makes
it impossible for the Party asserting such to perform hereunder and could
include without limitation, epidemic officially declared by the World
Health Organization after the Effective Date, landslides, lighting, strikes,
fire, storms of unusual severity (provided that the first five (5) Days of
severe weather in any calendar month shall not be considered Force
Majeure), earthquakes causing material damages to the Works while they
are still in progress, or severe floods, war, (whether declared or not),
invasion, embargoes, government of the Country requisition, rebellion,
revolution, insurrection or military or usurped power or civil war, riot,
commotion or disorder, or illegal physical action of governmental
agencies, unforeseeable labor strikes that affect a specific trade on a
national or industrial level and were not caused by the acts of omissions of
the Contractor or its Subcontractors; etc. The Parties expressly recognize
that labor and Material and Equipment shortages (or delay in the
performance or delivery thereof) and acts or omissions of Subcontractors of
any tier shall not be deemed an “event beyond the control of the
Contractor” unless the Contractor can demonstrate that the actual event
giving rise to the Force Majeure would be an event covered by this Section
19.1 if the Contractor was carrying out the portion of the Works so
subcontracted.
73
19.2 Effect of Force Majeure Event - Neither Owner, nor the Contractor shall
be considered in default or in contractual breach while and to the extent
that performance of obligations is prevented by a Force Majeure event
which arises after the Effective Date and prevents, delays or interrupts an
activity both on the critical path of the Baseline Project Schedule and
current Works schedule. Changes in market conditions and changes in the
financial condition of any Subcontractor shall not be considered a Force
Majeure and neither shall the condition of waterways, roads, bridges or
tunnels which are inadequate for transportation of equipment and materials
be considered Force Majeure, unless such inadequate condition is a result
of an event that would otherwise constitute Force Majeure. Delays caused
by Governmental Authorities not occasioned by the malfeasance of Owner
are not Force Majeure. Force Majeure shall never excuse a payment
obligation provided that the obligation of the other Party which gives rise
to the payment obligation in question has been performed.
19.3 Contractor’s Responsibility - Upon occurrence of an event considered by

the Contractor to constitute Force Majeure and which may affect
performance of its obligations, it shall promptly notify Owner’s
Representative in accordance with the provisions of Section 8.2 and shall
continue to perform its obligations as far as reasonably practicable. The
Contractor shall also notify Kallpa’s Representative of any proposals,
including any reasonable alternative means for performance, but shall not
effect proposals without the consent of Kallpa’s Representative.
19.4 Owner’s Responsibility - Upon occurrence of an act considered by Owner

to constitute Force Majeure and which may affect performance of its
obligations, it shall promptly notify the Contractor, Owner’s Representative
and the Lenders’ Representative, and shall continue to perform their
obligations as far as possible.
19.5 No Payment to the Contractor - If, in consequence of Force Majeure, the

Works shall suffer loss or damage, the Contractor shall not be entitled to
any additional payments or compensation from Owner.
XX. OWNER ADDITIONAL PAYMENTS, CLAIMS AND ARBITRATION
20.1 Procedure - If the Contractor intends to claim any additional payment as

expressly permitted under any provision of this Contract, the Contractor
shall give notice to Owner as soon as possible and in any event within
fifteen (15) Days of the first Day of the event giving rise to the claim was
discovered or reasonably should have been discovered. In no event shall
any claim be made or honored after the Taking-Over Date unless such
claim involves an event:
(a) for which a claim was made in a timely fashion but not paid on or
before the Taking-Over Date; or
74
(b) that occurs after the Taking-Over Date.
The notice must include a written statement setting forth the general nature of
such claim. Failure to provide such written statement within such times shall
constitute a presumption that no payment or adjustment of the Domestic Contract
Price is claimed or warranted. Notwithstanding the existence of a claim or any
other matter in dispute between the Parties, unless otherwise agreed to in writing,
the Contractor shall proceed diligently with performance of this Contract and
follow the instructions of Owner or Owner’s Representative, as the case may be,
in accordance with the terms of this Contract. If Owner disputes such claim, the
Contractor’s sole recourse will be to pursue its rights under Sections 20.3 and
20.4 of this Contract. The Contractor shall keep such contemporary records as
may be necessary to substantiate any claim, either on the Site or at another
location acceptable to Owner’s Representative. Without admitting Owner’s
liability, Owner’s Representative shall, on receipt of such notice, inspect such
records and may instruct the Contractor to keep further contemporary records.
The Contractor shall permit Owner’s Representative to inspect all such records
and shall (if instructed) submit copies to Owner’s Representative. Within fifteen
(15) Days of such notice, or such other time as may be agreed by Owner’s
Representative, the Contractor shall send to Owner’s Representative an account,
giving detailed particulars of the amount and basis of the claim. Where the event
giving rise to the claim has a continuing effect, such account shall be considered
as interim. The Contractor shall then, at such intervals as Owner’s Representative
may reasonably require, send updated interim accounts giving the accumulated
amount of the claim and any applicable particulars. Where interim accounts are
sent to Owner’s Representative, the Contractor shall send a final account within
fifteen (15) Days of the end of the effects resulting from the event. If the
Contractor fails to comply with this Section, it shall not be entitled to additional
payment in consequence of its claim.
20.2 Payment of Claims - The Contractor shall be entitled to have included in

any Milestone Achievement Notice such amount for any claim as Owner’s
Representative considers due. If the particulars supplied are insufficient to
substantiate the whole of the claim, the Contractor shall be entitled to
payment for such part of the claim as has been substantiated to the
satisfaction of Owner’s Representative.
20.3 Negotiation between Senior Executives - The Parties will attempt in good
faith to resolve any controversy or claim of any nature arising out of or
relating to this Contract, including any breach thereof, promptly by
negotiation between senior executives of the Parties who have authority to
settle the controversy or claim. In the event a Party intends to invoke such
negotiation process, it shall give the other Party written notice of such
intent and specify in writing the specific nature of the dispute. Within eight
(8) Days of receipt of said notice, the receiving party shall submit to the
other a written response. The executives representing the Parties shall meet
at a mutually acceptable time and place within thirty (30) Days of the
75
receiving Party’s notice and thereafter as often as they reasonably deem

necessary to exchange relevant information and to attempt to resolve the
dispute. In the event such dispute is not resolved by such negotiations
within thirty (30) Days (as such period may be extended by mutual
agreement of the Parties), the Parties shall proceed to arbitration in
accordance with Section 20.4. The notices called for within this Section
20.3 shall not be deemed a substitute for any other notice requirement set
forth in this Contract.
20.4 Arbitration - In the event the Parties are unable to resolve any controversy
or claim of any nature arising out of or relating to this Contract, including
any breach thereof, through the procedures set forth in Section 20.3, the
controversy or claim shall be finally settled by arbitration in accordance
with the International Chamber of Commerce Rules which shall be the
exclusive method for dispute resolution (other than the negotiation
procedures set forth in Section 20.3). Owner on the one side and the
Contractor on the other side will appoint an arbitrator within thirty (30)
Days of the date of such request to initiate arbitration, which party-
appointed arbitrators will then jointly appoint a third arbitrator within thirty
(30) Days of the date of the appointment of the second arbitrator, to act as
Chairman of the Tribunal. Arbitrators not appointed within the time limits
set forth in the preceding sentence shall be appointed by the International
Chamber of Commerce. Both Parties undertake to implement the
arbitration award. The site of the arbitration shall be Lima, Perú. The
language of the arbitration shall be English. The losing Party shall bear the
expenses in connection with the arbitration, including attorneys’ fees, and
the compensation and expenses of the arbitrators. The award rendered shall
be in writing and shall set forth in reasonable detail the facts of the Dispute
and the reasons for the Tribunal’s decision. The decision of the arbitrators
shall be final and binding upon the Parties. Judgment upon the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The prevailing Party may enforce such award or
judgment in any jurisdiction, including any jurisdiction where the other
Party’s assets may be located. Except as the Parties otherwise agree in
writing pending the final resolution of any claim or controversy or
arbitration proceeding, Contractor shall proceed diligently with the
performance of the Works under this Contract and in compliance with
Owner’s Representative’s directions in accordance with the terms of this
Contract.
XXI. MISCELLANEOUS
21.1 Validity and Enforceability - The invalidity or unenforceability of any

portion or provision of this Contract shall not affect the validity or
enforceability of any other portion or provision. Any invalid or
unenforceable portion or provision shall be deemed severed from this
Contract, and the balance of this Contract shall be construed and enforced
76
as if this Contract did not contain such invalid or unenforceable portion or

provision. Notwithstanding the provisions of the preceding sentence,
should any term or provision of this Contract be found invalid by any
Governmental Authority having jurisdiction thereof, the Parties shall
immediately renegotiate in good faith such term or provision of this
Contract to eliminate such invalidity.
21.2 Remedies Non-Exclusive - Except as expressly provided herein with

respect to:
(a) breach of Article XII (Defects Liability);
(b) liquidated damages for failure to achieve the Taking-Over Date by the
Scheduled Taking-Over Date and failure to achieve the Performance
Criteria; and
(c) damages as provided in Article XV (Default of Contractor) upon

termination hereof,
all remedies provided in this Contract shall be deemed cumulative and not in lieu
of, or exclusive of, each other or of any other remedy available to either Party
under this Contract, at law or in equity, and the exercise of any remedy, or the
existence herein of other remedies, shall not prevent the exercise of any other
remedy, provided that the Contractor shall not have any right to suspend its
performance or terminate this Contract except as expressly provided in Article 16.
21.3 Waiver - The waiver of any breach or failure to enforce any of the terms,
covenants or conditions of this Contract shall not in any way affect, limit,
modify or waive the future enforcement of such terms, covenants or
conditions.
21.4 Third-Party Beneficiaries - Except with respect to indemnification

obligations contained herein in favor of third parties and as expressly
provided herein, the provisions of this Contract are intended for the sole
benefit of the Parties, and there are no third-party beneficiaries other than
assignees contemplated by the terms herein.
21.5 Counterparts - This Contract may be executed in any number of

counterparts and by each of the Parties in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same Contract.
21.6 Entire Agreement - Any of the Works described in this Contract which
was performed or caused to be performed by the Contractor prior to the
execution of this Contract shall be deemed to have been performed under
this Contract. This Contract sets forth the full and complete understanding
of the Parties, and supersedes any and all negotiations, agreements and
representations made or dated prior thereto. Subsequent to the Effective
77
Date, this Contract may be supplemented, modified or otherwise amended

by mutual agreement or only in accordance with the terms of this Contract;
provided that any such supplements, modifications and amendments to this
Contract, if any, must be in the form of a written amendment to this
Contract, and signed by the Parties. Under no circumstances shall Owner
or the Lenders be liable for any oral clarifications, instructions, or
interpretations of this Contract. Owner or the Lenders shall not be liable
for any misinterpretation or misunderstanding of this Contract on the part
of the Contractor, or for any failure by the Contractor to acquaint itself
fully with all circumstances relating to the Works. The Contractor
represents that it has carefully and completely read and examined the entire
Contract, including all plans, drawings, specifications and all exhibits
thereto and other documents referenced herein.
21.7 Conflicting Provisions - Any Party, upon becoming aware of any conflict
or inconsistency among any of the components of this Contract shall
promptly notify the other Party in writing of such conflict or inconsistency.
21.8 Joint Responsibility for Drafting - This Contract was negotiated and
prepared by the Parties with advice of counsel to the extent deemed
necessary by each Party; the Parties have agreed to the wording of this
Contract; and none of the provisions hereof shall be construed against one
Party on the ground that such Party is the author of this Contract or any part
thereof.
21.9 Notice of Objection - Owner hereby gives notice of its objection to any
different or additional terms and conditions than those contained in this
Contract. This Contract is expressly conditioned on the Contractor’s assent
to the terms and conditions stated herein.
IN WITNESS WHEREOF, the Parties have caused this Contract to be executed

as of the date first above written.
Kallpa Generación S.A. Kallpa Generación S.A.
By: By: ________________________
Name: Victor Eloy Tejada Name: Arturo Alonso Silva

Mendoza Santisteban Portella
Title: Apoderado Title: Apoderado
78
Siemens Energy S.A.C. Siemens Energy S.A.C.
By: By: ____________________________
Name: Guillermo Luis Raymundo Name: Christian Harold Carrasco Espinoza
Title: Country Business Unit Manager Title: Country BU Finance Manager
Unión de Técnicos Electromecánicos S.A.C
By: _____________________________
Name: Ramiro Calisaya Ramírez
Title: Gerente General
79
meses
Item Descripcion 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
0 Inicio
LNTP - Con la firma de contrato
1 Ingenieria San Jose, Sunny y Ampliacion de barras XXX XXXX XXXX XXXX XXXX XXXX XXXX X
2 Suministro del Trafo de Potencia / Sunny CIF Callao XXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXX
NTP
3 Suministro de equipos XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XX
4 Obras Civiles San José XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX
5 Obras Civiles Sunny XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX
6 Montaje y Pruebas Individuales extensión de barras San José XXXX XXXX XXXX
Page 1
7 Extensión de barras lista para energizar X
Schedule 1
8 Montaje y Pruebas Individuales San Jose XXXX XXXX XXXX
Schedule 1
9 Montaje y Pruebas Individuales Sunny XXXX XXXX XXXX XXXX XXX

10 Conexionado y timbrado XX XX
11 Pruebas de C&P y Puesta en Servicio San Jose XXXX
Preliminary Programme
12 Pruebas de C&P y Puesta en Servicio Sunny XXXX XXXX XXXX

13 Listos para energizar o energizacion (lo que ocurra primero) X
14 Levantamiento de observaciones menores y liquidación XXXX
Nota: Cada X representa una semana calenadario

INFORMACIÓN PARA INKIA ENERGY OF PERU
Pagos por El
HITO HITOS DE FACTURACIÓN Y PAGO Sustento a entregar % Unitelec % Siemens Energy TOTAL
cliente
LNTP Hito 1 Entrega de la ingenieria Basica (Incluye Aprobación de Planos para Fabricación del Transformador) Listado de planos enviados via transmittal - 4.5% 471,328.87 471,328.87 2.39%
LNTP Hito 2 Entrega del Estudio de Ultrasonido para evaluación del Terreno 0.3% 26,637.01 26,637.01 0.14%
LNTP Hito 3 Entrega de la Información Técnica del Equipamiento Principal Fichas técnicas 0.5% 52,133.19 52,133.19 0.26%
LNTP Hito 4 Entrega de la Ingeniería de Detalle Listado de planos enviados via transmittal 2.3% 244,684.08 244,684.08 1.24%
LNTP Hito 5 Entrega de las Orden de de Compra (Unpriced) del Transformador de Pontecia Unpriced Purchase Order - 5.0% 525,356.78 525,356.78 2.67%
LNTP Hito 6 Entrega al Cliente de las resultados de las Pruebas FAT del Transformador de Potencia Dossier de pruebas FAT - 1.7% 175,118.93 175,118.93 0.89%
LNTP Hito 7 Entrega del Trafo de Potencia contra embarque y/o Guia de Remision Bill of Lading +Packing List - 2.7% 280,190.29 280,190.29 1.42%
LNTP Hito 8 Recepción del Trafo de Potencia 220 kV en Perú Reporte evidenciando llegada a Perú 16.8% 1,751,189.28 1,751,189.28 8.89%
NTP Inicia en 29 Febrero 2024
Hito 1 Pago Anticipo Fianza + Factura 10.0% 927,120.01 10.0% 1,042,663.72 1,969,783.72 10%
Hito 2 Emisión de Orden de Compra del Cable LT 220 kV Unpriced Purchase Order 5.0% 463,560.00 0.0% 463,560.00 2%
Hito 3 Emision de Orden de Compra de Equipos de Patio y Celdas de MT Unpriced Purchase Order 10.0% 1,042,663.72 1,042,663.72 5%
Hito 4 Entrega de Equipos / Materiales para la Ampliación de Barra Reporte de evidencia - 3.2% 331,217.33 331,217.33 2%
Hito 5 Recepción del Interruptor en sitio (DDP) Reporte de evidencia - 4.0% 417,065.49 417,065.49 2%
Hito 6 Recepción de Seccionadores, Trafo de medida y pararrayos en sitio (DDP) Reporte de evidencia 10.0% 1,042,663.72 1,042,663.72 5%
Hito 7 Recepión de las Celdas de Media Tensión en Sitio (DDP) Reporte de evidencia - 12.0% 1,251,196.46 1,251,196.46 6%
Page 1
Hito 8 Recepción de los Equipos C&P + Comunicaciones (DDP) Reporte de evidencia - 10.0% 1,042,663.72 1,042,663.72 5%
Schedule 2
Schedule 2
Hito 9 Finalización de las Pruebas FAT del Cable LT 220 kV Dossier de pruebas FAT 5.0% 463,560.00 - 463,560.00 2%
Hito 10 Recepción del Cable LT 220 kV en Sitio (DDP) Reporte de evidencia 13.0% 1,205,256.01 - 1,205,256.01 6%
Hito 11 Pagos por Obras Civiles (Dar click en "+" - desplegar para ver detalle de pagos a Facturar) - - 0%
Cash Flow Forecast
Hito 11.1 OOCC - CONSTRUCCIÓN NUEVA SET SUNNY - PARQUE SOLAR SUNNY 15.92% 1,475,892.10 - 1,475,892.10 7%
Hito 11.2 OOCC - AMPLIACIÓN SET SAN JOSE 15.85% 1,469,746.41 - 1,469,746.41 7%
Hito11.3 OOCC - AMPLIACIÓN DE BARRAS SE SAN JOSE - PARQUE SOLAR SUNNY 4.2% 392,487.82 - 392,487.82 2%
Hito 11.4 OOCC - LT SUBTERRANEA 220 KV 4.0% 370,353.69 - 370,353.69 2%
Pagos por Montaje mecánico equipos SET (Dar click en "+" - desplegar para ver detalle de pagos a
Hito 12 Facturar) - - - 0%
Schedule of Milestone Payments and
Hito 12.1 ME - MONTAJE NUEVA SET SUNNY - PARQUE SOLAR SUNNY 6.0% 556,390.56 - 556,390.56 3%
Hito 12.2 ME - MONTAJE AMPLIACIÓN SET SAN JOSE 4.7% 436,665.89 - 436,665.89 2%
Hito 12.3 ME - MONTAJE AMPLIACIÓN DE BARRAS SE SAN JOSE - PARQUE SOLAR SUNNY 3.1% 290,733.48 - 290,733.48 1%
Hito 12.4 ME - LT SUBTERRANEA 220 KV 6.2% 570,450.08 - 570,450.08 3%
- - 0%
Hito 13 Finalización de las Pruebas y Puesta en Servicio Dossier de pruebas SAT 4.0% 370,848.00 4.0% 417,065.49 787,913.49 4%
Hito 14 Recepción de las Obras Taking Ovetr Certificate 3.0% 278,136.00 3.0% 312,799.12 590,935.12 3%
100.0% 9,271,200.07 100.00% 10,426,637.17 19,697,837.24 100%
Schedule 3
Environmental Impact Assessment
Schedule 3B
Page 1
Schedule 4
Additional Clause
This is an additional clause (the “Additional Clause”) being added to the LUMP
SUM, MILESTONE PAYMENT, TURNKEY ENGINEERING, PROCUREMENT AND
CONSTRUCTION CONTRACT dated ----, 2023 (the “Agreement”) is entered into by and
among:
 KALLPA GENERACIÓN S.A., with Tax ID (R.U.C.) Nº 20538810682, and

domiciled at Calle Las Palmeras 435, San Isidro, province and department of Lima, duly
represented by Roberto Antonio José Cornejo Spickernagel, identified with National
Identity Document (DNI) N º 08796408, and by Arturo Alonso Silva Santisteban
Portella, identified with National Identity Document (DNI) N º 10802230, with powers
of attorney registered in entry C00056 of Electronic File No. 12518858 of the Registry
of Legal Entities of Lima (“KALLPA”); and
 __________________ (the “CONTRACTOR”)
with the intervention of:
 BANCO DE CRÉDITO DEL PERÚ, with Tax ID (R.U.C.) Nº 20100047218, and

domicile at Calle Centenario 156, Urbanizacion Las Laderas de Melgarejo, La Molina,
province and department of Lima, duly represented by Felipe Morales-Bermudez
Ipince, identified with National Identity Document (DNI) N º 41588895 and, Marco
Antonio Balaguer Razuri with National Identity Document (DNI) N º 40164124, with
powers of attorney registered in entries C0540 and C00466, respectively, of Electronic
File No. 11009127 of the Companies Registry of Lima (the “BANK”).
Capitalized terms used in this document shall have the meaning established in the
Agreement, unless otherwise indicated in this Additional Clause.
1. KALLPA and the CONTRACTOR executed the Agreement, in which they agreed
the terms for the supply, engineering, construction, assembly and commissioning of
the Project.
2. KALLPA and the BANK executed a financial lease (the “Financial Lease”) to be
granted by the BANK to finance the Equipment.
3. By means of this Additional Clause, it is agreed that the ownership of all Equipment
will be transferred under the Agreement to the BANK instead of KALLPA in its
capacity as lessor of those assets.
4. Except for the ownership mentioned in paragraph 3 above, the BANK acknowledges
and declares that all faculties, rights, obligations and liabilities that correspond to
KALLPA pursuant to the Agreement, will be exercised and performed by KALLPA.
Schedule 4
Page 1
5. KALLPA declares that the BANK will not have any liability unless that liability is
solely attributable to the non-compliance by the BANK with its obligation to make
the necessary disbursements to make the corresponding payment to CONTRACTOR
indicated in the following section.
6. Provided that KALLPA has complied with the conditions precedent to the
disbursements set forth in the Financial Lease, the BANK will provide the
disbursements to CONTRACTOR (i) in accordance with the terms of payment set
forth in the Agreement, (ii) after receiving the respective invoices issued by
CONTRACTOR to the BANK with KALLPA’s approval and, (iii) provided that
KALLPA is not in any breach of the Financial Lease. Nothing in this clause 6, nor
in this Additional Clause shall relieve KALLPA from any liability whatsoever under
the Agreement and KALLPA shall remain liable under the Agreement to make all
payments thereunder irrespective of whether or not the BANK agrees to disburse
funds to the CONTRACTOR.
7. In case of any payments arising from an increase of the compensation under the
Agreement or any amendment or extension thereof, these will not be the responsibility
of the BANK and the BANK will not be required to provide any disbursement in
respect thereof.
8. The BANK will make the payment of the invoices for Equipment after making any
required retention (“detracciones”) related to local BAT (IGV). Any retention will
be credited by the BANK into CONTRACTOR’s account.
9. KALLPA and CONTRACTOR expressly acknowledge and declare that, except as
established in section 5 of this document, the responsibility for the execution of the
obligations established in the Agreement, concern only and exclusively to KALLPA
and CONTRACTOR.
10. In the event that the Finance Lease is for any reason terminated and / or declared
ineffective: i) the ownership over the Equipment will be hereby automatically
transferred to KALLPA, provided that KALLPA has satisfied in full all payment
obligations with the BANK established in the financial lease, and ii) all obligations
under the Agreement, including the payment obligations indicated in clause 6 of the
BANK will be released and reassumed by KALLPA.
All other provisions of the Agreement that have not been expressly modified by this Additional
Clause remain fully effective and valid. The Contractor guarantees to the other parties hereto that
any assignee of the CONTRACTOR will be bound by and observe the terms of this Additional
Clause.
This Additional Clause is executed by KALLPA, CONTRACTOR and the BANK as a sign of
acceptance and compliance with it, on ___, 2023.
NYDOCS02/772567.2 Schedule 3B
Page 2
_________________________________ _______________________________
Kallpa Generación S.A. Kallpa Generación S.A
Victor Tejada Mendoza Arturo Alonso Silva Santisteban Portella
__________________________________ _______________________________
Contractor Banco de Credito del Peru
Marco Antonio Balaguer Razuri
_______________________________
Banco de Credito del Peru
Felipe Morales-Bermudez Ipince
NYDOCS02/772567.2 Schedule 3B
Page 3
Schedule 5
Form of Mechanical Completion Certificate
To: Owner
Lenders
[____________________], Contractor, under the Solar Power Interconnection Project Lump

Sum, Turnkey Engineering, Procurement and Construction Contract dated [________________]
(the “Contract”) between Contractor and Owner hereby certifies that on the [______] day of
[_______________], all the requirements for Mechanical Completion set forth in Schedule 5A
have occurred.
Capitalized terms used herein and not defined herein shall have the respective meanings assigned
to them in the Contract.
IN WITNESS WHEREOF, Contractor has executed and delivered this Mechanical Completion
Certificate through its duly authorized representative as of the [______] day of
[_____________________].
[__________]
By:
Title:
Acceptance of Mechanical Completion Certificate
Owner hereby accepts the foregoing Certificate.
IN WITNESS WHEREOF, Owner has caused this acceptance of this Certificate to be executed
by its duly authorized representative as of the [______] day of
[___________________________].
Kallpa [_____]
By:
Title:
Schedule 5
Page 1
Schedule 5A
Mechanical Completion
Mechanical Completion shall occur when all of the following conditions have been satisfied:
(a) the Works have been substantially completed in accordance with this
Contract, including all Works necessary to allow the Facility to generate and
export electrical power safely and reliably and successfully passed all the
Mechanical Completion Tests;
(b) the Works have been inspected for completeness using the specifications and
drawings in the Project Functional Specification as the basis of such
inspection;
(c) the Contractor has conducted all field tests, and has restored systems and
components thereof to operating condition;
(d) all safety and fire protection requirements have been met, and all safety and
fire protection systems have been installed and are operable in accordance
with all Applicable Laws and Applicable Permits;
(e) all vendors’ and other manufacturers’ instructions and drawings relating to
equipment have been transmitted to Owner in a format consistent with the
Project Functional Specification;
(f) special tools, spare parts and other items provided by the Contractor that are
necessary for the operation of the Facility are available at the Site;
(g) all test and inspection certificates and reports applicable to the Works,
including those relating to relay settings and instrument calibration, have
been submitted to Owner;
(h) all necessary insulation and fireproofing of equipment, including piping and
instruments has been completed;
(i) all chemical cleaning, rust preventatives and oils used to protect the
equipment during construction have been removed to prevent interference
during operation, and a record thereof shall be provided to Owner;
(j) the initial charge of all manufacturer-supplied lubricants has been installed;
(k) all mechanical seals, permanent packing and accessories have been installed
as required, except as restricted by commissioning activities;
(l) all temporary supports, bracing or other foreign objects that were installed in
to prevent damage during shipment, storage or erection have been removed;
Schedule 5A
Page 1
(m) alignments of all rotating equipment has been made to manufacturers’

tolerances, and verification reports relating thereto have been submitted to
Owner;
(n) rotating machinery has been checked for correct direction, rotation and
freedom of moving parts before connecting drivers, and verification reports
relating thereto have been submitted to Owner;
(o) the tie-ins and the Site electrical connection facilities have been completed by
the Contractor and approved by Owner in writing for compliance with the
Project Functional Specification and the Project Agreements;
(p) all mechanical and electrical safety devices have been tested, adjusted and
sealed where necessary and a list of proper settings and certification records
for such devices have been provided to Owner;
(q) the Contractor has replaced with fresh reserves thereof all consumables used
during commissioning;
(r) all supports and hangers have been properly installed and set per vendors’
specifications;
(s) initial vibration data has been taken to insure compliance with vendor-
recommended tolerances on all applicable rotating equipment;
(t) all temporary filters, strainers, blinds and screens that were required during
commissioning have been removed and equipment restored;
(u) all waste materials, including used cleaning fluids, have been disposed of in
compliance with Applicable Laws;
(v) cleanup of the Site has been completed to the extent that it does not interfere
with the operations of the Facility;
(w) all the Applicable Permits have been submitted to Owner;
(x) all specifications and drawings (current as of such time) have been submitted
to Owner;
(y) final construction turnover packages and functional tests have been
completed for all facility systems pertaining to the Facility, as more
particularly described in the Project Functional Specification;
(z) all activities in the construction and construction testing phases for all facility
systems pertaining to the Facility, as more particularly described in the
Project Functional Specification, have been successfully completed;
Schedule 5A
Page 2
(aa) equipment and facility systems pertaining to the Facility have been cleaned,
leak checked, lubricated and point-to-point checked to verify that they have
been correctly installed so as to respond to simulated test signals which are
equivalent to actual signals which would be received during operation;
(bb) all O&M Manuals have been submitted to Owner;
(cc) functional tests on each facility system pertaining to the Facility have been
satisfactorily completed;
(dd) Facility testing procedures have been approved in writing by Owner in its
reasonable judgment; and
(ee) the Contractor’s training program for Owner’s operating personnel has been
completed.
Schedule 5A
Page 3
Schedule 6
Form of Taking-Over Certificate
To: Owner
Lenders
Pursuant to the Solar Power Interconnection Project Lump Sum, Turnkey Engineering,
Procurement and Construction Contract dated [________________] (the “Contract”) between
Contractor and Owner hereby certifies that on the [______] day of [_______________], the (a)
Facility has achieved the conditions listed in Schedule 6A and (b) Taking-Over Date has
occurred.
IN WITNESS WHEREOF, Contractor has executed and delivered this Certificate through its
duly authorized representative as of the [______] day of [_____________________].
[__________]
By:
Title:
Acceptance of Certificate
[___________________________].
Kallpa Generacion, S.A.
By:
Title:
Schedule 6
Page 1
Schedule 6A
Conditions are as follows:
(a) no Variations are pending;
(b) the Contractor shall have paid to the Owner any liquidated damages for delay
due pursuant to Section 8.5 of the Contract;
(c) all insurance requirements and Applicable Permit requirements for placing
the Facility into commercial operation have been satisfied;
(d) no Contractor default exists;
(e) the Owner has countersigned a Mechanical Completion Certificate and the
Contractor has completed all Works except as set forth on the Punch List and
all as-built drawings have been submitted to Owner in the form required by
Section 5.6 and the Projection Functional Specification; and
(f) the Parties have agreed in writing to the Punch List.
Form of Preliminary Works Acceptance Certificate
To: Owner
Pursuant to the Solar Power Interconnection Project Lump Sum, Turnkey Engineering,
Procurement and Construction Contract dated [________________] (the “Contract”) between
Contractor and Owner hereby certifies that on the [______] day of [_______________], the
Preliminary Works are all completed, all Equipment has been safely delivered to the storage
facilities in the Country listed in the attachment hereto and the factory tests therefor in the
relevant Subcontract.
[__________]
By:
Title:
Schedule 6A
Page 1
[___________________________].
Kallpa Generacion S.A.
By:
Title:
Schedule 6A
Page 2
Schedule 7
Form of Variation Claim
VARIATION NO: AREA:
REVISION:
DATE:
PAGE __ OF __
Description of Event that Caused Claim:
Description of Change:
References:
Schedule 7
Page 1
VARIATION
LUMP-SUM BREAKDOWN
CLAIM NO: AREA:
REVISION:
DATE:
PAGE __ OF __
Description
Demolition/Site Work
Concrete/Masonry
Structural Steel
Architectural
HVAC/Plumbing/Building
Major Equipment
Process Piping
Electrical
DCS System
Instrumentation
Insulation
Painting
Fireproofing/Coatings
Subtotal - Direct Field Costs
Schedule 7
Page 2
VARIATION
LUMP-SUM BREAKDOWN (CONT’D)
CLAIM NO: AREA:
REVISION:
DATE:
PAGE __ OF __
Cost Total Cost Total

Description Description
Codes $ Codes $
Start-up
481 Proratables 493
Services
482 Export Charges 494 Start-up Spares
482 Ocean Freight 495 Chemicals
483 Taxes 496 Initial Fuel
484 Bonds Sub-total Start-up
484 Insurance
485 Building Permits 120 Engineering
Construction Initial Spare
487 516
Equipment Parts
Construction
488
Management
488 Outside Services Contingency
489 Temporary Buildings Escalation
Temporary
489 Fee
Construction
Sub- Construction Indirect
TOTAL PRICE
total Cost
Schedule 7
Page 3
VARIATION
CLAIM NO: AREA:
REVISION:
DATE:
PAGE __ OF __
SCHEDULE OF VALUES
A S
Cost R Y Material Install Total
Description Quantity Unit
Code E S $ $ $
A T
SITE WORK AND
40X
DEMOLITION
402 Demolition/Salvage/Relocation
Hazardous Material
403
Removal/Decontamination
404 Site Preparation
405 Piling and Caissons
406 Site Upgrading and Improvements
407 Site Utility Piping and Sewers
CONCRETE/STRUCTURAL/AR
41X
CH
411 Foundations (List by foundation):
Concrete Superstructures (List by

412
structure):
413 Masonry
414 Structural Steel (List by structure):
415 Wood and Plastics

416 Thermal & Moisture Protection
417 Doors and Windows
418 Interior Finishes
419 Specialties and Furnishings
Schedule 7
Page 4
VARIATION
CLAIM NO: AREA:
REVISION:
DATE:
PAGE __ OF __
SCHEDULE OF VALUES (CONT’D)
HVAC/PLUMBING/BUILDING
42X
SERVICES
421 Building Elevators / Conveyors
Building Plumbing / Under slab
422
Sewers
423 Building Fire Protection
424 HVAC
425 Miscellaneous Services
43X MAJOR EQUIPMENT

(List by Item):
44X PROCESS PIPING/DUCTING

441 Carbon Steel (List by System):
442 Stainless Steel (List by System):
443 Special Piping (List by System):
444 Instrument Piping & Tubing
445 Process Duct (List by System):
Special Piping Requirements

446
(List):
447 Miscellaneous Piping Materials

448 Testing and Cleaning
Schedule 7
Page 5
VARIATION
CLAIM NO: AREA:
REVISION:
DATE:
PAGE __ OF __
45X ELECTRICAL
451 Electrical Substation (List items):
Auxiliary Power System
452
(Swgr/MCC)
(List items):
Power Utilization (Motor Runs)

453
(List):
454 Lighting Systems

Instrument Power and Control
455
Systems
Grounding and Cathodic
456
Protection
Communication, Alarms, Security
457
Systems
Special Electrical Installation
458
(List):
Electrical Interconnects
459
(Host/Utility)
INSTRUMENTATION &
46X
CONTROLS
461 Process Control System
Inst Controllers (Non-
462
microprocessor)
Locally Mounted Instruments
463
(List):
464 In-Line Instruments (List):
465 Calibration and Loop Test
Schedule 7
Page 6
VARIATION
CLAIM NO: AREA:
REVISION:
DATE:
PAGE __ OF __
47X INSUL / PAINT / FIRE PROT

471 Insulation:
- Equipment Insulation
- Process Piping Insulation
472 Painting:
- Equipment Painting
- Process Piping Painting
- Structural Steel Painting
473 Fireproofing:
474 Specialty Coatings
Schedule 7
Page 7
VARIATION
CLAIM NO: AREA:
REVISION:
DATE:
PAGE __ OF __
DESCRIPTION OF EFFECT OF CHANGE
Effect of this change on the Works and schedules (if none, so state):
Effect of this change in the Works on the Time for Completion (if none, so state):
Effect of this change in the Works on the Performance Guarantee Levels (if none, so state):
Effect of this change in Works on the Project Functional Specifications (if none, so state):
Schedule 7
Page 8
VARIATION
CLAIM NO: AREA:
REVISION:
DATE:
PAGE __ OF __
DESCRIPTION OF EFFECT OF CHANGE (CONT’D)
For this change in Work, the payment criteria and schedule are:
ISSUED BY CONTRACTOR THIS __ DAY OF _____, 200__:
BY:___________________________
Name:
Title:
ACCEPTED/REJECTED BY OWNER: _____
DATE: __________ __, 200__
BY:___________________________
Name:
Title
Schedule 7
Page 9
VARIATION
NOTES TO CLAIM FOR ADJUSTMENT
Direct Field Costs (Cost Codes 401 - 474)
Material:
All materials, supplies, and equipment which are for permanent installation in the
Facility. The cost of equipment and material includes invoice cost, inland transportation,
insurance, handling costs, permits, licenses and permitted mark-ups per Appendix 1 for overhead
and profit. Applicable export charges, ocean freight, and taxes shall be included as line items
under “Construction Indirect Cost.” Cost for Contractor supplied spare parts prior to the Taking-
Over Date are not included here but under cost code 516, “Initial Spare Parts.”
Costs shall be based upon the Commercial Market Prices for materials or products.
“Commercial Market Prices” shall mean, for products and services offered for sale by
Contractor, the lowest price for such items offered by any affiliate of Contractor in the ordinary
course of business to customers with similar volumes of sales, and for products and services
offered for sale by Subcontractors, the lowest price that Contractor can obtain after using best
efforts to obtain the lowest price for such including three bids.
Labor:
The hourly salaries and/or wages for skilled, semi-skilled, or unskilled labor up to and
including the foreman who install materials. The total cost includes bare payroll, payroll
burdens, fringe benefits in accordance with the applicable collective bargaining agreements, and
permitted markups per Appendix 1. The overhead includes, but is not limited to, the following:
 Scaffolding
 Weather protection
 Cleanup
 General site dewatering
 Small tools and consumables
 Supplies and sundries
 Construction utilities
 Recruitment and indoctrination of work force
 Safety training
 Welder qualification
Subcontractors:
The cost of work performed by Subcontractors is the invoice cost and includes the cost of
labor, material, equipment, services, construction equipment, tools, supplies, utilities,
transportation, and permits provided by the Subcontractor in the performance of the Works. All
terms and conditions applicable to Contractor are also applicable to Subcontractors. Applicable
Schedule 7
Page 10
permitted mark-ups per Appendix 1 for overhead and profit are also included. Applicable taxes
shall be included as a line item under “Construction Indirect Costs.”
Construction Indirect Costs (Cost Codes 481 - 489)
481 Proratables
Includes materials and labor for the following specific items: Drug testing, fire watch,
and work stoppages due to events which may endanger the work force.
487 Construction Equipment and, 489 Temporary Buildings (Facilities):
Any major construction equipment or tool which has a purchase value of $1,000 or more
or temporary facility (e.g., trailers and warehouses), either purchased or rented, are chargeable
only in the following circumstances:
 They are brought onsite specifically to perform a Variation;

 They are already onsite and it can be demonstrated that the schedule duration has been
extended by a Variation which caused additional cost to Contractor.
The base cost for third-party rentals shall be the invoice cost as permitted by Appendix 1,
which shall include maintenance, fuel, insurance, lubricants, supplies, mobilization,
demobilization, and fees. The total third-party rental cost is the base cost plus the applicable
taxes on the base cost (no mark-up for overhead and profit). There shall be no additional mark-
up or taxes added to the rental rates for Contractor owned construction equipment or temporary
facilities since they are included in the rental rates shown in Appendix 1.
488 Construction Management
The hourly salaries or wages for all supervisors above the working foreman such as
general foreman and area foreman and also includes all levels of supervision management
directly assigned to supervise the Works at the Site. The total cost includes base salaries, payroll
burdens, and fringe benefits per Appendix 1. Cost also includes permitted markup per
Appendix 1 for overhead and profit. The overhead includes the following:
 Field office supplies and consumables

 Field office equipment and furniture
 Costs of field office secretaries and clerks
 Field office reproductions, communications, and computer services
 Field office travel and living expenses, including per diems, relocation (move in and move
out), and any required business travel away from the construction job site
 Field office utilities
 Field office janitorial, water, and coffee services and the like.
488 Outside Services:
Schedule 7
Page 11
The base cost of outside services including guard service, construction debris removal,
survey parties, testing laboratories, inspection services and the like. Permitted mark-ups per
Appendix 1 for subcontracted services to cover overhead and profit shall apply. Applicable
taxes shall be included as a line item under “Construction Indirect Costs.”
489 Temporary Construction:
Any temporary construction (e.g., roads, fencing, parking, rail spurs, etc.) are chargeable
as a Variation only if they must be changed to perform a Variation.
Start-up Costs (Cost Codes 493 - 496)
493 Startup Services:
Descriptions for “Labor” and “Construction Management” above shall also apply to
startup services. Startup engineers shall be classified as Construction Management personnel
while assigned to the Site.
494 Startup Spares and 495 Chemicals:
Spare parts, consumables (gaskets, filters, etc.), and chemicals required for startup.
Permitted markups for permanent materials shall also apply to startup spares and chemicals.
Home Office Engineering (Cost Code 120)
The hourly salaries and/or wages for technical personnel including field technical
support. The total cost includes base payroll, payroll burdens, fringe benefits and permitted
markups per Appendix 1 for overhead and profit. The overhead includes the following.
 All salaries, benefits, overheads, expenses, and costs with respect to Contractor’s
officers and employees of its staff functions such as contract, legal, tax, sales,
insurance, administrative, accounting, auditing, construction, personnel, public
relations, and research and development departments, as well as, managers and
department heads of such line functions as engineering and purchasing.
 Salaries of non-technical employees such as secretaries, stenographers, typists,

clerks, and receptionists whether or not they work on the project. This includes
those employees preparing reports or correspondence on word processing systems
and those operating any computers such as those for CAD services.
 All computer usage including engineering calculations, CAD drafting and that not
directly related to the Works such as for accounting and payroll.
 Postage, rent, utilities, communications (including long distance and fax) and
similar services.
 All reproduction expenses.
Schedule 7
Page 12
 Travel, living and relocation expenses for home office personnel
 Furnishings, equipment and supplies for a rearrangement and maintenance of

Contractor’s offices.
 Preparation of Contractor’s standards and procedures.
 Training programs for Contractor’s officers and employees.
 Contractor library and reference documents including governmental and industry

standards, codes, regulations and specifications.
 All insurance or bonds required by Contractor not specified in the Contract as

being required by the Owner.
 All permits, licenses, and fees required to be in Contractor’s name necessary for
the Work and not specified in the Contract as being required by the Owner.
 Interest on funds borrowed by Contractor.
 All materials, equipment, tools, supplies, taxes and services necessary for the
Work not specified elsewhere in the Contract.
 Contractor’s income tax.
Initial Spare Parts (Cost Code 516)
Contractor’s cost for capital spare parts required up to the Taking-Over Date and spare
parts for operation thereafter. Permitted markups for permanent materials shall also apply to
capital spares.
Backup Information
Contractor shall complete a Lump Sum Breakdown and Schedule of Values for each
Claim. Contractor shall also provide backup cost calculations for Construction Indirect Costs
(481 - 489), Startup (493 - 496), Engineering (120), and Initial Spare Parts (516).
Payment Schedule
The Contractor is to propose a payment schedule that is independent from the project
Milestone Payment Schedule which is not to be changed unless agreed to by the Owner.
Schedule 7
Page 13
APPENDIX 1 TO SCHEDULE 7
VARIATION
RATES AND MARKUPS
1.0 Markup. Contractor shall be entitled to the following markups, except as

specifically addressed in Appendix 1 of this Exhibit for all Variations, which
markups shall compensate Contractor and its Subcontractors for costs specified in
the notes attached hereto.
Contractor
Applied to
Markup
For labor and services performed by Subcontractor invoice
Subcontractors
For labor and services performed by Base wages plus burden and
own forces fringes
For material supplied by Subcontractors, Invoiced cost, point of origin
at actual cost of the material (less all
discounts)
For material supplied by Contractor at Invoiced cost, point of origin
actual cost of the material (less all
discounts)
For Works performed by Subcontractors Lump Sum or fixed unit
on a lump sum or fixed unit price basis prices
(which has been accepted by the Owner)
On Variation claims covering both increases and decreases in the Lump Sum Prices, the
markups will be computed on the net change only. On Variation claims for decreases in the
amount of the Lump Sum Prices, the markups will be included on the decrease in addition to the
decrease in direct cost.
When Contractor submits a Variation claim involving the use of Subcontractors, the cost
of such subcontracted Works shall not exceed the cost of such Works as if it were accomplished
entirely by Contractor’s own forces.
Contractor agrees to incorporate provisions in the contracts with the Subcontractors for
the Facility limiting such Subcontractors to the markups addressed in this Article for all Works
performed pursuant Variations.
2.0 Price Variations. No Variation shall include markups exceeding those

specified below:
(a) for labor performed by any Subcontractor on an hourly basis, the Contractor shall
add to such Subcontractor’s price a markup of no more than [_____ percent ( __%)];
Schedule 7
Page 14
(b) for labor performed by any Subcontractor on a lump sum or fixed unit price basis
(acceptable to the Owner), the Contractor shall add to such Subcontractor’s price a markup of no
more than [_____ percent ( __%)];
(c) for labor performed by the Contractor’s employees, the Contractor shall add to the
actual cost of such labor a markup of no more than [_____ percent ( __%)]; and
(d) for material supplied by the Contractor or any Subcontractor, the Contractor shall
add to the actual cost of such material (less all discounts), a markup of no more than [_____
percent ( __%)].
Rates are firm for the duration of the Works. Markups shall compensate Contractor for
costs specified in the notes attached hereto.
Category Base Pay $/HR Overtime Premium

$/HR
Site Manager included in base
Site Supervisor included in base
Payroll Burdens and Fringes at [_____ percent ( __%)] of Base Pay.
Payroll Burdens and Fringes at [_____ percent ( __%)] of Overtime Premium.
Overhead and Profit at [_____ percent ( __%)] of Base Pay.
No Markup for Overhead and Profit is allowed on the premium portions of overtime.
3.0 Home Office Engineering Personnel. Contractor shall provide wage rates
for all types, classifications and skill levels of personnel that will be chargeable on
the Works. Rates are firm for the duration of the Works. Markups shall
compensate Contractor for costs specified in the notes attached hereto.
Category Base Pay $/HR Overtime Premium

$/HR
Project Manager included in base
Manager included in base
Lead Engineer included in base
Discipline Engineer included in base
Schedule 7
Page 15
Payroll Burdens and Fringes included in Base Pay.
Payroll Burdens and Fringes included in Overtime Premium.
Overhead and Profit included in Base Pay.
4.0 Unit Pricing. Unit Pricing shall apply to Variation claims. Owner, at its
sole discretion, may request lump sum pricing in lieu of unit pricing.
Schedule 7
Page 16
FORM OF VARIATION
[_____]
VARIATION
Variation No.: Variation Date:
Reference is made to the Solar Power Interconnection Project Lump Sum, Milestone Payment,
Turnkey Engineering, Procurement and Construction Contract between [_____] (the “Contractor”)
and [_____] (“Owner”), dated as of [______ __, 202__] (the “Contract”). Capitalized terms not
otherwise defined in this Variation No. __, have the same meanings as specified in the Contract.
Account Code:
Vendor/Contractor/Subcontract:
Description
Contract Price Increase:
Reference Documents:
Original Lump Sum Prices

Previous approved Variations
Previous Lump Sum Prices
Amount of this Variations
Lump Sum Contract Prices
The Contract, except as specifically amended by this Variation No. __, remains in full force and
effect. No amendment, waiver or consent relating to this Variation No. __ shall be effective unless
it is in writing and signed by the Contractor and Owner
[_____] [_____]
By: By:
Name: Name:
Title Title
Schedule 7
Page 17
Schedule 8
Form of Performance Certificate
To: Owner
Lenders
[____________________], Contractor, under the Solar Power Interconnection Project Lump

Sum, Milestone Payment, Turnkey Engineering, Procurement and Construction Contract dated
[________________] (the “Contract”) between Contractor and Owner hereby certifies that on
the [______] day of [_______________], the Facility achieved all the conditions listed in
Schedule 8A.
[__________]
By:
Title:
by its duly authorized representative as of the [______] day of [________________________].
Inkia [_____]
By:
Title:
Schedule 8
Page 1
Schedule 8A
Conditions are as follows:
(a) the Taking-Over Date has occurred;
(b) either of (A) or (B) below has occurred;
(A) the Performance Criteria have been achieved; or
(B) Contractor has paid the Buy-Down Amount
(c) Owner has received from Contractor all as-built drawings (PDF and (CAD files)
for the Works as well as cut sheets for Major Items used in the Facility;
(d) Owner has received from Contractor all Equipment Documentation, including
manuals, test reports, vendor information, and other documentation required to be
delivered pursuant to the Contract;
(e) all Contractor’s materials and wastes have been removed from the Site and
properly disposed of;
(f) all construction liens that may be claimed have been satisfied or discharged;
(g) Contractor has delivered a waiver and release from Contractor, and each Major
Subcontractor in form acceptable to Owner sufficient to release all claims under
Applicable Laws; and
(h) all Punch List work has been completed to Owner’s satisfaction.
Schedule 8
Page 2
Schedule 9
Form of Advance Payment Security
Schedule 10
Page 1
Schedule 10
Form of Final Payment Certificate
In consideration of the sum of ___________________, paid by Owner the receipt of

which is hereby acknowledged, the undersigned hereby releases, waives and discharges any
rights or claims for payment of any nature, including but not limited to lien rights, the
undersigned now has or may have against the Works, Owner, Lenders and each of their
respective assigns and Affiliates arising out of or relating to labor performed, work done, and/or
material or equipment supplied under that certain Solar Power Interconnection Project Lump
Sum, Milestone Payment, Turnkey Engineering, Procurement and Construction contract
(“Contract”) between Owner and the undersigned. Capitalized terms used herein and not defined
herein shall have the respective meanings assigned to them in the Contract. The undersigned
certifies that all of its Subcontractors, suppliers, laborers, material men, and any other person or
entity which has provided labor, material, or other services for the Works have been paid in full
or will be paid in full from the proceeds of the sums being paid by Owner. The undersigned
agrees to indemnify, defend and save harmless Owner, its assigns and affiliates from any claims
or demands for payments in connection with work performed by it or its subcontractors of any
tier under the contract and the undersigned shall pay any costs and expenses including counsel or
attorney’s fees incurred by it in the defense or settlement of any such claims and demands.
IN WITNESS WHEREOF, the undersigned has executed the presents this [__________]
day of [____________________].
[__________]
By:
Title:
Subscribed and sworn to before me this [___________] day of

[__________________], by [_____________________].
Schedule 10
Page 2
Schedule 11
List of Training
Not Used
Schedule 11
Page 1
Schedule 12
Form of Parent Guaranty
THIS GUARANTEE is made this • day of • [date]
BETWEEN:
1. Siemens Energy, AG., with registered offices at Berlin and Munich, Germany (the
“Guarantor”); and
2. Kallpa Generacion, S.A. (the “Beneficiary”).
WHEREAS:
(A) The Beneficiary and Siemens Energy S.A.C. (the “Siemens Energy
Subsidiary”) entered into an [supply of equipment and services] agreement dated
[date] (the “Contract”) for the supply of equipment and services as referred to
therein.
(B) The Beneficiary requested that the Siemens Energy Subsidiary procures the execution
and delivery to the Beneficiary of this guarantee (the “Guarantee”) with respect to the
Contract.
(C) WHEREAS, the Guarantor is the ultimate parent company of the Siemens
Energy Subsidiary and will derive substantial direct and indirect benefit from the
Siemens Energy Subsidiary’s execution and performance of the Contract.
(D) WHEREAS, the Beneficiary has agreed to enter into the Contract only if this
Guarantee is executed by the Guarantor and delivered to the Beneficiary
simultaneously with the execution and delivery of the Contract.
NOW, THEREFORE, in order to induce the Beneficiary to enter into the Contract
and for other good and valuable consideration, receipt and sufficiency of which
are hereby acknowledged, the Guarantor hereby agrees as follows.
1. UNDERTAKING
“Guaranteed Obligations” shall mean:
(A) all obligations of the Siemens Energy Subsidiary under the Contract; and
(B) any and all claims that the Beneficiary may have against the Siemens Energy
Subsidiary that arise out of the performance or breach by the Siemens Energy
Subsidiary of any provision of the Contract.
In consideration of the Beneficiary entering into the Contract with the Siemens Energy
Subsidiary and subject to the terms hereof, including, but not limited to Clause 2, the
Guarantor irrevocably guarantees to the Beneficiary the due and punctual payment and
punctual performance of the Guaranteed Obligations. To the extent the Siemens Energy
Subsidiary does not fulfil any of the Guaranteed Obligations, the Guarantor shall perform
Schedule 12
Page 1
or cause the performance any such Guaranteed Obligations. The obligations of the
Guarantor hereunder shall be direct and primary obligations of the Guarantor, shall be
absolute, unconditional and irrevocable and shall constitute a guarantee of payment,
performance and discharge and not merely of collection. The obligations of the
Guarantor set out herein shall constitute and be continuing obligations.
2. LIMITATIONS OF LIABILITY
2.1. The Guarantor may raise all objections and defences the Siemens Energy Subsidiary may
have under the Contract and may assume all such rights of set off, defence,
counterclaim, limitation and/or exclusion of liability as the Siemens Energy Subsidiary
may have against the Beneficiary pursuant to the Contract.
2.2. The liability of the Guarantor pursuant to this Guarantee shall not exceed $19,600,000.
2.3. The Guarantor’s liability under Clause 1 shall be conditional on the Beneficiary first
having made written demand for due performance of the respective Guaranteed
Obligations on the Siemens Energy Subsidiary, and the expiry of any cure periods
provided in the Contract.
2.4. To the fullest extent permitted by applicable law, Beneficiary shall not assert, and
Beneficiary hereby waives, any claim against Guarantor under or in connection with this
Guarantee for any punitive damages.
3. PRESERVATION OF RIGHTS
Except as otherwise set forth herein, the obligations of the Guarantor under this
Guarantee shall not be discharged by any of the following:
3.1. any amendment to, or any variation, waiver or release of any obligation of the Siemens
Energy Subsidiary under the Contract;
3.2. any time or indulgence being granted or agreed to be granted to the Siemens Energy
Subsidiary in respect of its obligations under or pursuant to the Contract;
3.3. the taking, variation, renewal or release of, or enforcement or neglect to perfect or
enforce any right, guarantee, remedy or security from or against the Siemens Energy
Subsidiary;
3.4. any legal limitation, or incapacity relating to the Siemens Energy Subsidiary;
3.5. the winding-up, dissolution, administration or reorganisation of the Siemens Energy

Subsidiary or any change in its status, function, control or ownership;
3.6.
any:
Schedule 12
Page 2
(a) permitted modification, addition, deletion or supplement to or other

change in the Contract or any other instrument or agreement
applicable to any of the parties to the Contract;
(b) permitted assignment, subcontracting or transfer of any thereof or of

any interest therein;
(c) furnishing or acceptance of additional security or an additional

guarantee, or any release, substitution or variation of any security or
an additional guarantee, for the obligations of the Siemens Energy
Subsidiary;
(d) any failure, omission or delay on the part of the Siemens Energy
Subsidiary or the Beneficiary to perform or comply with any term of the
Contract;
(e) any, consent, extension, indulgence, compromise, or other action or

inaction under or in respect of the Contract or any obligation or liability
of the Siemens Energy Subsidiary or the Beneficiary, or any exercise
or non-exercise of any right, remedy, power or privilege under or in
respect of any such instrument or agreement or any such obligation or
liability;
(f) any discharge, termination, cancellation, frustration, irregularity,

invalidity, unenforceability, illegality or impossibility of performance, in
whole or in part, of the Contract;
(g) any dissolution, merger or consolidation (whether permitted or

otherwise) of the Siemens Energy Subsidiary or the Guarantor into or
with any other person or any sale, lease or transfer of any of the
assets of the Siemens Energy Subsidiary or the Guarantor to any
other person;
(h) any change in the ownership of the Siemens Energy Subsidiary;
(i) any payment by the Guarantor to the Siemens Energy Subsidiary or

the Beneficiary pursuant to an agreement other than this Guarantee;
and/or
(j) any other occurrence or circumstance whatsoever, whether similar or

dissimilar to the foregoing, that might otherwise constitute a legal or
equitable defense or discharge of the liabilities of a guarantor or surety
or that might otherwise limit recourse against the Guarantor.
Without limiting the generality of the foregoing and except as otherwise stated
herein, it is agreed that, at any time or from time to time, the occurrence or
existence of any one or more of the following shall not release, relieve or
discharge the Guarantor from liability hereunder, and the Guarantor hereby
Schedule 12
Page 3
unconditionally waives and agrees to waive, to the extent permitted by applicable

law:
(a) notice of any of the matters referred to herein;
(b) all notices that may be required by applicable law or otherwise, now or
hereafter in effect, to preserve intact any rights against the Guarantor
including, without limitation, any demand, presentment and protest,
proof of notice of nonpayment under the Contract, and notice of any
default or failure on the part of the Siemens Energy Subsidiary to
perform and comply with any covenant, agreement, term or condition
of the Contract;
(c) the enforcement, assertion or exercise against the Siemens Energy

Subsidiary of any right, power, privilege or remedy conferred in the
Contract or otherwise;
(d) any requirement of diligence on the part of any person;
(e) any requirement to proceed against the Siemens Energy Subsidiary

prior to proceeding against the Guarantor or any other guarantee or to
utilize or exhaust any remedies;
(f) acceptance of this Guarantee by the Beneficiary; or
(g) any other occurrence or circumstance whatsoever, whether similar or

dissimilar to the foregoing, that might otherwise constitute a legal or
equitable discharge, release or defense of a guarantor or surety, or
that might otherwise limit recourse against the Guarantor.
4. EXPIRY
The obligations of the Guarantor set out herein shall be extinguished at the
earlier of (a) the date on which the Siemens Energy Subsidiary’s obligations have
been fulfilled under the Contract and (b) the date of termination of the Contract
and no further claim may be made against the Guarantor under this Guarantee
provided that this Guarantee shall continue to be effective or reinstated, as the
case may be, to the extent provided herein. The Beneficiary undertakes to return
this Guarantee to the Guarantor immediately upon its expiry. However, for the
avoidance of doubt, this Guarantee expires independently of its return.
In the event that the Guarantor ceases to hold, directly or indirectly, the majority of the
voting rights of the Siemens Energy Subsidiary or the majority of shares of the Siemens
Energy Subsidiary, the Guarantor may offer a replacement guarantee for this Guarantee,
substantially in the form hereof, to be issued by another guarantor. If the Beneficiary,
acting reasonably having due regard to the remaining performance risk of the Guaranteed
Obligations to be fulfilled by the Siemens Energy Subsidiary and the credit risk of the
replacement guarantor determines such replacement guarantee is issued by an acceptable
Schedule 12
Page 4
guarantor, the Beneficiary shall accept such replacement guarantee as security for the
Guaranteed Obligations, and upon the execution of such replacement guarantee this
Guarantee shall automatically be extinguished. The Beneficiary undertakes to return the
Guarantee to the Guarantor immediately following such extinguishment, but for the
avoidance of doubt, this Guarantee shall extinguish independently of its return.
5. ASSIGNMENT
Neither party shall assign or transfer any of its rights hereunder but the
Guarantor acknowledges and agrees that, without the consent of the Guarantor
the Beneficiary may assign for security purposes or create a security interest in
its rights and interests under or pursuant to this Guarantee in favor of any of its
financing parties.
NOTICES
5.1. Any notice to or demand on the Guarantor to be served under this Guarantee must be
in writing and be delivered in person or sent by post by recorded delivery to the
Guarantor at its address appearing in this Guarantee or at such other address as it may
have notified to the Beneficiary in accordance with this Clause 5.
5.2. Any such notice or demand shall be deemed to have been served:
(i) if delivered in person, at the time of delivery; or

(ii) if posted, upon receipt by the Guarantor.
6. WAIVER
No delay or omission of the Beneficiary in exercising any right, power or privilege under
this Guarantee shall impair or be construed as a waiver of such right, power or privilege
nor shall any single or partial exercise of any such right, power or privilege preclude any
further exercise of such right, power or privilege or the exercise of any other right, power
or privilege.
7. PARTIAL INVALIDITY, AMENDMENTS
7.1. The invalidity, illegality or unenforceability in whole or in part of any of the

provisions of this Guarantee shall not affect the validity, legality and
enforceability of the remaining part or provisions of this Guarantee and the
Guarantor and the Beneficiary shall negotiate in good faith to substitute a term
or condition in this Guarantee to replace the one held invalid or unenforceable.
7.2. Any term or provision of this Guarantee may only be amended, modified,
altered, waived, supplemented or terminated in writing signed by the Beneficiary
and the Guarantor. The requirement as to written form may itself only be waived
in writing. Electronic communications shall not constitute the written form for
these purposes.
Schedule 12
Page 5
7.3. This Guarantee shall continue to be effective, or be reinstated, as the case may
be, if at any time payment, or any part thereof, of any of the Guaranteed
Obligations is rescinded or must otherwise be restored or returned by the
recipient thereof upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Siemens Energy Subsidiary, or upon or as a result of the
appointment of a custodian, receiver, intervenor or conservator of, or trustee or
similar officer for, the Siemens Energy Subsidiary or any substantial part of its
property, or upon any settlement or compromise of any claim effected by the
Beneficiary in connection with any such insolvency, bankruptcy, dissolution,
liquidation or reorganization with any claimant (including, without limitation, the
Siemens Energy Subsidiary) or otherwise, all as though such payments had not
been made. If any event specified in the immediately preceding sentence shall
occur, and such occurrence shall prevent, delay or otherwise affect the right of
the Beneficiary to receive any payment in respect of any Guaranteed Obligation,
the Guarantor agrees that, for purposes of this Guarantee and its obligations
hereunder and notwithstanding the occurrence of any of the foregoing events,
the Guarantor shall forthwith pay any such Guaranteed Obligation at such times
and in such amounts as are specified in the Contract. Notwithstanding anything
to the contrary in this Guarantee, the Guarantor hereby irrevocably waives all
rights that may have arisen in connection with this Guarantee to be subrogated
to any of the rights (whether contractual, under any bankruptcy law, under
common law or otherwise) of the Beneficiary against the Siemens Energy
Subsidiary or against any collateral security or guarantee held by the Beneficiary
for the payment of the Guaranteed Obligations. So long as any of the
Guaranteed Obligations remain outstanding, if any amount shall be paid by or on
behalf of the Siemens Energy Subsidiary to the Guarantor on account of any of
the rights herein, such amount shall be held by the Guarantor in trust,
segregated from other funds of the Guarantor, and shall, forthwith upon receipt
by the Guarantor, be turned over to the Beneficiary in the exact form received by
the Guarantor (duly endorsed by the Guarantor to the Beneficiary, if required), to
be applied against the Guaranteed Obligations in such order as the Beneficiary
may determine. The provisions of this paragraph shall survive the term of this
Guarantee and the payment in full of the Guaranteed Obligations.
7.4. All remedies provided in this Guarantee shall be deemed cumulative and not in
lieu of, or exclusive of, each other or of any other remedy available to the
Beneficiary at law or in equity, and the exercise of any remedy, or the existence
herein of other remedies, shall not prevent the exercise of any other remedy.
7.5. This Guarantee constitutes the entire agreement and contains all of the
understandings and agreements of whatsoever kind and nature existing
between the Guarantor and the Beneficiary with respect to the subject matter
hereof and the rights, interests, understandings, agreements and obligations of
the Guarantor and the Beneficiary relating thereto, and supersedes all prior
written or oral agreements, commitments, representations, communications and
understandings between the Guarantor and the Beneficiary with respect to the
subject matter hereof.
Schedule 12
Page 6
7.6. The Beneficiary may elect to join any proceeding hereunder with any proceeding
under the Contract. The Guarantor hereby agrees that a separate action may
be brought against it whether or not an action is commenced against the
Siemens Energy Subsidiary with respect to any of the Guaranteed Obligations.
The Guarantor hereby agrees to the consolidation of any dispute or proceeding
hereunder with any dispute or proceeding involving the Contract.
7.7. THIS GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE

OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS GUARANTEE MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS AND APPELLATE COURTS. EACH OF THE PARTIES HEREBY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF TO IT BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN
RECEIPT REQUESTED, TO EACH OF THE PARTIES AT ITS ADDRESS SET
FORTH HEREIN. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS
GUARANTEE OR ANY MATTER ARISING HEREUNDER. The Guarantor
hereby irrevocably appoints Siemens Energy, Inc. (a Delaware corporation) as
its agent to receive service of process in any manner permitted by the law of the
State of New York or the rules of courts sitting in the State of New York.
7.8. The Guarantor waives notice of reliance upon this Guarantee by the Beneficiary.
Each of the Guaranteed Obligations (now or hereafter in effect) shall be deemed
conclusively to have been created, contracted or incurred in reliance upon this
Guarantee.
8. EXCLUSION OF THIRD PARTY RIGHTS
Any person who is not a party to this Guarantee shall have no right under it.
Signed by duly authorised signatories for and on behalf of SIEMENS ENERGY, AG.
By:_____________________
Schedule 12
Page 7
Name:__________________________
Title:____________________________
By:_____________________
Name:__________________________
Title:____________________________
Accepted:
Place, Date:
_______________________________________________Signature(s) of signatories of the

Beneficiary
Schedule 12
Page 8
Schedule 13
Project Agreement
Schedule 13
Page 1
Schedule 14
Form of Interim Payment Certificate
To: Owner
Lenders
From: Contractor
[____________________], Contractor, is furnishing this Interim Payment Certificate (the

“Certificate”) pursuant to the terms of a Solar Power interconnection Project Lump Sum,
Milestone Payment, Turnkey Engineering, Procurement and Construction Contract dated
[________________] (the “Contract”) between Contractor and Owner. Unless otherwise
defined herein, all capitalized terms used in this Certificate shall have the meaning specified for
such terms in the Contract.
The undersigned, has discussed all matters believed pertinent to this Certificate with appropriate
officers, directors, agents and employees of Contractor and has made inquiries of and held
discussions with Owner, Subcontractors and appropriate third parties, as he believed were
reasonably necessary to establish the accuracy of this Certificate. On the basis of the foregoing,
and for the purpose of having Owner make payments to Contractor, the undersigned hereby
represents and warrants as of the date hereof the following:
The undersigned is a duly authorized representative of Contractor, authorized to execute and

deliver this Certificate on behalf of Contractor.
To the best of Contractor’s knowledge, information and belief, the Works completed as of the
date of this Certificate are as set forth in Annex No. 1 to this Certificate.
To the best of Contractor’s knowledge, information and belief, Contractor has paid when due all
taxes, fees and other charges which Contractor is obligated to pay under the Contract.
To the best of Contractor’s knowledge, information and belief, there exists no default under the
Contract on the part of Contractor as of the date hereof.
Contractor makes the following warranties as required by the Contract:
(a) title to the Facility, Equipment and Materials covered by this Certificate will
pass to Owner upon receipt by Contractor of full payment therefor;
(b) the Facility, Equipment and Materials covered by this Certificate and all
previous Certificates will be free and clear of liens, claims in the nature of a
lien or security interests of Subcontractors or such liens have been
appropriately discharged or covered by a bond reasonably satisfactory in
form, issuer and substance to Owner in accordance with Applicable Laws;
and
(c) Contractor, upon receipt of full payment under this Certificate, and each
Subcontractor, upon receipt of full payment under its subcontract, waive any
Schedule 14
Page 1
and all mechanics’, materialmans’ and similar liens with respect to the
Facility, Materials and Equipment covered by such payments and upon
written request from Owner shall cause such waivers to be filed of record at
any place where Owner shall request.
The payment due to Contractor as of the date of this Certificate is as follows:
[__________]
IN WITNESS WHEREOF, the undersigned as executed this Certificate on the date first above
written.
[__________]
By: ____________________________
Title: ___________________________
Name: __________________________
APPROVED AND ACCEPTED BY:

Inkia [_____]
By: ___________________________
Title: __________________________
Name: _________________________
Schedule 14
Page 2
Schedule 15
Form of Performance Bank Guarantee
Schedule 16
Page 1
Schedule 16
Preliminary Works
Project Administration
(a) Identify, assign, Contractor’s project personnel in a Project
Organizational Chart
(b) Identify Contractor’s office around which work will be
centered.
(d) Establish procedures for submittal and handling of drawings
and data.
(e) Kick off meeting with Owner’s project management team and
define project communications Matrix
(ii) Project Planning and Control
(a) Conduct constructability and schedule reviews (Including S-
Curve report)
(b) Initiate preparation of the Project scheduling:
(iii) Design Engineering
(a) Review existing soil data and ground resistivity and determine
the need for additional soils investigation work.
(b) Initiate detailed site arrangement including provisions for
location of all structures, equipment, permanent access routes,
construction facilities, and provisions for the movement of materials and
construction access.
(c) Initiate construction drawings for site preparation, grading,
drainage, and fencing.
Schedule 16
Page 2
(d) Initiate engineering to support underground utility design.
(e) Finalize design concepts and criteria, including the following:
(i)
(ii) Mechanical:
Hold order definition meeting and manage the
purchase order for major equipment.
Issue inquiry requisitions for equipment.
(iii) Civil, Architectural and Structural:
Prepare scopes of work for site preparation and
underground systems.
Commence design of foundations for major
equipment..
(v) Electrical Engineering:
Issue inquiry requisitions for Major Equipment.
(vi) Controls Engineering:
Prepare purchase requisition for direct control
system (“DCS”).
Commence design and specification for in–line
valves.
Commence design for mechanical systems.
Commence instrument database.
Schedule 16
Page 3
(vii) Electrical and Instruments design:
Complete one line diagrams, grounding,
underground, aboveground power and lighting.
Commence cable trays, instrument locations,
connection diagrams, and buildings.
Commence material control.
(f) Initiate engineering design as necessary in each discipline
to support the early procurements identified below.
(iv) Procurement
(a) Develop project specific procurement terms and conditions.
(b) Establish the procurement plan and identify any required
advance procurements based on current market conditions.
(c) Initiate preparation of early procurement specifications.
(d) Commence procurement activities, including order placement if
required to maintain the schedule.
Schedule 16
Page 4
Schedule 17
Form of Project Report
FORM OF PROGRESS REPORT
Scheduling Methods
Contractor will maintain the project master schedule. The master schedule will be of sufficient
detail as to allow any user of MS Project program to easily identify the single “CRITICAL
PATH” and overall project “PERCENTAGES COMPLETE” for main areas of effort and the
entire Works.
Contractor shall provide the Owner with both a hard copy and an electronic copy of the updated
schedule monthly with the copies of the monthly Progress Report.
Monthly Progress Report
The monthly Progress Report, covering each calendar month from the Work
Commencement Date until the Facility Final Acceptance will consist of a tabular report with five
(5) copies to be delivered by e-mail to the Owner. The monthly Progress Report will consist of,
at a minimum, the following contributing reports:
Executive Summary
Project status consisting of a brief report which represents overall Works progress as compared
to planned progress and accompanied by an overall Works “S curve” which shows overall Works
completion percentage as compared to planned overall Project completion percentage. The
Contractor will represent in definitive terms whether the Works is on schedule and on budget.
The Contractor, in this summary, will provide information regarding any recovery plans either
being contemplated or in progress.
Shipping Status
The Contractor will maintain and present a detailed shipping and transportation report for all
Materials. This report, in a spreadsheet format, will indicate actual shipping of Materials against
planned shipping of Materials. This information will include dates, ports of dispatch and vessel
names.
In addition to the spreadsheet format report mentioned above, the shipping status will include a
narrative section dealing with shipping problems either actual or anticipated and any actual or
anticipated recovery plans associated with these problems.
Engineering and Design Status
The engineering and design progress and status of the Works will be tracked by using actual
drawing submissions to the Owner as compared to the planned drawing submissions schedule
(this information will be furnished in spreadsheet format and will be broken down into civil,
electrical, instrument & control, mechanical, and main flow diagrams, etc.) Individual “S
Schedule 17
Page 1
curves” for each of these main areas of engineering will be developed from the spreadsheet data
and will show planned vs actual progress on a monthly basis.
Details of tracking engineering open items and issues should be included in this section of the
monthly Progress Report. This will be accomplished using a spreadsheet format which will
clearly summarize the agreed-upon status of open engineering issues.
Project Schedule Status
The Works schedule will be updated monthly and made part of the monthly Progress Report.
Milestone status for milestones as per the Contract will be presented in a spreadsheet format
clearly showing planned dates of milestones and the actual dates that milestones have been
achieved.
Look Ahead Schedule
A three month look ahead construction schedule and report will summarize activities that
are planned for the three months subsequent to the month being reported on. This schedule and
report shall be based on the report function of the Primavera scheduling software and be made
part of the monthly Progress Report.
Milestone Payment Status
Milestone Payment status will be represented in a spreadsheet format which clearly shows
amounts and dates payments are received and amounts and dates payments are due.
(Information regarding submission of invoices should also be included in this report.)
Procurement Status
Procurement status will consist of a statement summarizing procurement activities and which
would incorporate areas of concern and recovery plans as appropriate for procurement which is
behind schedule.
Monthly Equipment procurement progress and status will be tracked by using actual purchase
order submissions as compared to the planned purchase order submissions schedule (this
information will be furnished in a spreadsheet format and will be broken down into civil,
electrical, instrument & control, mechanical, and main flow diagrams, etc.) Individual “S
curves” for each of these main areas of engineering will be developed from the spreadsheet data
and will show planned vs. actual progress on a monthly basis. Major Equipment fabrication
status will be presented in a bar-chart format showing the monthly progress of fabrication and
manufacture for the following major equipment:
(a) main transformers; and
(b) distributed control system.
Construction Status
Construction status will consist of a narrative summary of the construction activities

incorporating areas of concern and recovery plans as appropriate for construction activities
Schedule 17
Page 2
which are behind schedule. Each monthly report should logically progress month by month from
start of Works until completion of the Work for those activities being reported on for:
(a) civil (BOQ’s and “S curves” showing planned against actual);
(b) mechanical (BOQ’s and “S curves” showing planned against actual);
(c) electrical (BOQ’s and “S curves” showing planned against actual); and
(d) instrument and controls (BOQ’s and “S curves” showing planned against
actual).
Safety and Manpower Status
Safety statistics will be presented by an agreed-upon format.

Manpower statistics will be represented by an agreed-upon format.
Startup and Commissioning Status
Startup progress will be presented in a summarization narrative which clearly indicates current or
anticipated problems concerning system turnover and system commissioning.
System Turnover
System turnover will be presented in a spreadsheet format and will clearly show planned against
actual progress for each system which is to be turned over to the Owner startup and
commissioning activities.
Attachments
Progress photos
Environmental Status
The environmental status of the Works will be presented in a narrative summary of all
environmentally related activities which had occurred during the previous month or are occurring
on an on-going basis.
Other Reports
From time to time and normally in response to Contractor activities which are reported to
be or appear to be behind planned schedule, the Owner will require special reports to be
submitted by contractor.
Note: The overall construction progress report will combine monthly progress
reports from any other contractors engaged by the Owner whose work may impact
that of the Contractor.
Schedule 17
Page 3
Schedule 18
ACUERDOS SOBRE EL DRAFT DEL CONVENIO DE CONEXIÓN CON CERRO
VERDE
ACUERDOS SOBRE EL DRAFT DEL CONVENIO DE CONEXIÓN CON CERRO VERDE
Item Documento de Referencia Numeral Párrafo Comentario SE -1 (05.12.23) Respuesta Inkia -1 (06.12.23) Comentario SE -2 (06.12.23) Respuesta Inkia -2
La Ingeniería de Detalle de LA CONEXIÓN a ser entregada por KALLPA a El anexo 7 será la ingeniería que elaborará Siemens a
1 Convenio de Conexión Kallpa 3.1. Se requiere que nos compartan el Anexo 7 Conforme
CERRO VERDE contendrá la información consignada en el Anexo 7. través del contrato EPC.
KALLPA entregará a CERRO VERDE la Ingeniería de Detalle de LA
CONEXIÓN, a fin de que CERRO VERDE emita las observaciones
necesarias en un plazo máximo de treinta (30) días calendario desde el Es natural que Cerro Verde como propietario de la SE San
momento en que KALLPA entregue la información; a fin que dicho José quiera comentar la ingeniería de detalle. En el caso
documento cumpla con lo establecido en los literales 2.1 y 2.2 de la cláusula que luego de los comentarios de Cerro Verde la ingeniería
segunda, sin que la mencionada revisión por parte de CERRO VERDE Se requiere aclarar el manejo de los comentarios resulte ser materialmente diferente a las Project Functional
2 Convenio de Conexión Kallpa 3.2 implique algún tipo de conformidad o responsabilidad sobre los actos a de parte de Cerro Verde y los costos que se Specifications, … ver 2.4 del contrato EPC (hay posibilidad Conforme
realizarse por KALLPA. KALLPA deberá incorporar las eventuales deriven de esta de Variation Order) ver extracto del contrato abajo.
observaciones y alcances técnicos que pueda formular CERRO VERDE, las Respecto de los plazos de revisión, tomar en cuenta el
que se incorporarán conjuntamente con la Ingeniería de Detalle al presente plazo indicado en item 3.2 del convenio de conexión. Esta
Convenio como Anexo 7. En tal sentido, KALLPA no podrá modificar las revisión aplicaría solo en la etapa de LNTP (ingeniería)
condiciones aprobadas antes señaladas, salvo que cuente con conformidad
previa y por escrito de CERRO VERDE
KALLPA se obliga a correr con todos los gastos y costos necesarios para la
ejecución de las obras de LA CONEXIÓN.
Durante la ejecución de las obras de LA CONEXIÓN, no se deberá afectar “No afectar la continuidad y confiabilidad” es un concepto
la continuidad y confiabilidad de SE SAN JOSÉ, a excepción de lo dispuesto No se tiene previsto implementar provisionales para estándar en este tipo de contratos. Explicar a qué se
3 Convenio de Conexión Kallpa 4.3 Conforme
en el numeral 4.1, bajo responsabilidad de KALLPA. Para estos efectos, el proyecto refieren con “provisionales”. No vemos ningún problema en
KALLPA deberá realizar y asumir los gastos que se definan como esta cláusula
necesarios para minimizar la afectación a la continuidad y confiabilidad de
SE SAN JOSÉ como consecuencia de los trabajos de LA CONEXIÓN
El cronograma del proyecto incluye horarios

Los trabajos de montaje y puesta en servicio serán ejecutados por KALLPA
de trabajo: i) lunes a viernes de 8:00am a
o su contratista, en días laborables de lunes a viernes, de 07:30 horas a
6:00pm, y ii) sábado de 08:00am a 1:00pm.
16:30 horas, salvo acuerdo entre las partes. De requerir una ampliación en
Kallpa gestionará con Cerro Verde que se
los turnos de trabajo, KALLPA efectuará a CERRO VERDE una solicitud
Para aclarar que esto aplica solamente dentro de la SE nos permita trabajar en este horario y
4 Convenio de Conexión Kallpa 4.6 para dichos efectos. KALLPA únicamente podrá realizar los trabajos de Por confirmar Conforme
San José. siempre que Siemens Energy cumpla con el
montaje y puesta en servicio para LA CONEXIÓN fuera de los horarios
envío de la documentación necesaria para la
antes indicados, en caso que CERRO VERDE lo autorice expresamente y
gestión de los permisos por parte de Inkia.
por escrito, con indicación de los días y horas en las que tales trabajos
En caso esto no se cumpla se analizará el
podrán efectuarse
impacto en costo y plazo entre las partes.
El diseño, ingeniería, procura, construcción, instalación y pruebas de las

equipos e instalaciones de LA CONEXIÓN serán efectuadas por KALLPA o
su contratista, de conformidad con las buenas prácticas de ingeniería y
Se refieren de manera general a la Conexión donde Indicar que aplica sólo al equipamiento
construcción, las especificaciones del fabricante, las resoluciones y
se indica que deberían mantenerse todas las dentro del perímetro de la SE San José
procedimientos del COES y la ley aplicable, de tal forma que LA
5 Convenio de Conexión Kallpa 4.8 mismas características de la subestación existente. Favor aclarar cuál es el problema que ven en este punto existente. Sin embargo se respetarán las Conforme
CONEXIÓN preserve la "confiabilidad y seguridad" que requiere el
"La Conexión" corresponde con la ampliación de condiciones técnicas declaradas en el
suministro y/o transmisión de energía eléctrica a través de las instalaciones
San José. contrato EPC.
y equipos de la SE SAN JOSÉ, manteniendo sus características, calidad,
condiciones y confiabilidad existentes antes de la interconexión objeto del
presente CONVENIO
4.13.KALLPA realizará los estudios necesarios e implementará un sistema

que permita controlar la tensión en su punto de conexión (barra San José
Confirmamos que el EPO y EO son alcance de Kallpa.
220 kV), para evitar interferencias entre el control del SVC de San José y EL EPO y EO son responsabilidad de Kallpa. Este
6 Convenio de Conexión Kallpa 4.13 Este requerimiento no se traslada a SE dado que los Conforme
los inversores de la CSF Sunny. En el escenario de no contar con el SVC de requerimiento no podrá ser trasladado a SE
inversores no son alcance de Siemens Energy.
San José, la CSF Sunny deberá controlar la tensión en 1 p.u. en la barra
San José 220 kV, sacrificando, de ser necesario, su potencia activa
En caso de que se produjera la restricción del servicio eléctrico por causa

imputable a una de las Partes debidamente comprobada, salvo lo indicado Las únicas penalizaciones son las que están reguladas en
en la cláusula 1.5 literal b. del presente CONVENIO, ésta asumirá la el contrato. Ver propuesta de texto para agregar al
responsabilidad por cualquier compensación derivada de la aplicación de la contrato al inicio de este email.
7 Convenio de Conexión Kallpa 6.1 Norma Técnica de Calidad de las Servicios Eléctricos y/o Ley de “For the avoidance of doubt the Contractor shall not have
Concesiones Eléctricas, que se aplique como consecuencia de la any liability to any party under a Project Agreement nor
interrupción del servicio de la SE SAN JOSÉ. El COES comprobará y shall the Contractor have any liability to reimburse Owner
determinará el hecho ocurrido, debiendo someterse a la sanción que for any amounts Owner must pay under a Project Solucionado con el Disclaimer en item 2.4 del
OSINERGMIN establezca Esta penalización no deberá ser trasladada a SE Agreement.” Contrato Conforme
KALLPA se compromete a asumir los daños y perjuicios, por todo concepto

que le sean atribuibles, que se deriven de los trabajos de LA CONEXIÓN,
incluyendo su operación, mantenimiento y otros en la SE SAN JOSÉ, que
pudieran ocasionarse a terceros o a las instalaciones de CERRO VERDE,
realizados por KALLPA, sus contratistas y/o subcontratistas y que le sean
atribuibles, salvo los daños que se den como consecuencia de caso fortuito,
o fuerza mayor y aquellos que no estén relacionados con los trabajos
Los pagos concepto de daños y perjuicios no Es correcto, el contrato regula los daños y perjuicios. Ver
realizados por KALLPA, los que no serán resarcidos por ésta frente a Solucionado con el Disclaimer en item 2.4 del
8 Convenio de Conexión Kallpa 6.4 deberán ser trasladados a SE de forma distinta a propuesta de texto para agregar al contrato al inicio de Conforme
CERRO VERDE. Por su parte, CERRO VERDE se compromete a asumir Contrato
las establecida en el contrato este email.
los daños y perjuicios, por todo concepto que le sean atribuibles, que se
deriven de la operación y mantenimiento que CERRO VERDE efectúe de la
SE SAN JOSÉ, que pudieran ocasionarse a terceros o a las instalaciones de
KALLPA, realizados por CERRO VERDE, sus contratistas y/o
subcontratistas y que le sean atribuibles, salvo los daños que se den como
consecuencia de caso fortuito, fuerza mayor y aquellos que no estén
relacionados con los trabajos realizados por CERRO VERDE, los que no
serán resarcidos por ésta frente a KALLPA.
Kallpa gestionará con la FAP la información

relativa a la ubicación del polígono de tiro en
la zona. En caso de que las partes de mutuo
Debido a que la zona anteriormente ha sido usada por las Fuerzas Armadas
No podemos asumir riesgos de seguridad de este acuerdo consideren necesario la realización
del Perú, existe la posibilidad que se encuentren enterrados diversos
tipo. Inkia deberá enviar los estudios que ha Kallpa no ejecutará estudios al respecto. El contratista de un estudio para verificar que no hay
9 Convenio de Conexión Kallpa 6.8 materiales bélicos como minas anti personales, explosivos, proyectiles, Conforme
realizado en la zona a fin de determinar si existe deberá ejecutarlos. material bélico en la zona del proyecto,
entre otros, no teniendo CERRO VERDE, responsabilidad alguna en
realmente un riesgo Siemens Energy realizará este trabajo de
sucesos generados por dichos elementos.
acuerdo a lo contemplado en el contrato EPC
(costo + profit).
En caso la línea de transmisión asociada a la CSF Sunny, cruce la carretera

privada de CERRO VERDE, KALLPA deberá cumplir con las exigencias
técnicas requeridas por CERRO VERDE, tales que la línea de transmisión
no restrinja el paso de vehículos pesados y de gran altura, pudiéndose
aplicar parámetros más exigentes a los establecidos en la normativa legal
vigente,
Bajo ningún motivo, KALLPA cruzará o utilizará la carretera privada de

CERRO VERDE, cuyas coordenadas de ubicación se encuentran indicadas
en el Anexo xx. Asimismo, KALLPA se compromete a no utilizar la franja de
10 Convenio de Conexión Kallpa 8.3 servidumbre exclusiva de paso, tránsito y acceso, así como el derecho de
superficie sobre un área aproximada de 180.0002 hectáreas en la Finca
Agraria N° 8 del Proyecto de Irrigación y Colonización “La Joya”.
Cabe indicar que, los derechos de superficie y servidumbre obtenidos por Inkia es responsable de implementar todas
SMCV permiten que la Carretera Privada de SMCV cuente con franjas de las vías de acceso y definitivas a las
seguridad a los lados, ocupando un ancho total de 150 metros. Es Se requiere conocer las coordenadas de las áreas El área donde no se puede transitar es la carretera privada subestaciones y línea de transmisión del
importante indicar que, SMCV obtuvo estos derechos bajo el Convenio de que no podrán ser transitadas a fin de evaluar si de cerro verde, la cual cuenta con una faja de servidumbre. proyecto de acuerdo al cronograma de inicio
Servidumbre y Derecho de Superficie porque era indispensable para la constituyen un incremento considerable en la Se adjunta kmz de la carretera privada en mención. Se de ejecución de trabajos (mes 4) a fin de
seguridad de sus trabajadores y del medio ambiente contar con las franjas a distancia a recorrer durante la ejecución del puede comprobar que esta franja de 150m de ancho, no levantar este punto antes del inicio de los
los lados de la vía. proyecto afecta al proyecto. trabajos de construcción del proyecto. Conforme
KALLPA deberá implementar y enviar en tiempo real al Centro de Control y

al Sistema de Control de la SE SAN JOSÉ (principal y de respaldo) de
CERRO VERDE, los puntos de telecontrol que comprenden las señales de
posición de interruptores y seccionadores, mediciones de potencia activa y
reactiva, mediciones de corriente, alarmas, eventos y acceso al sistema
11 Anexo 2: Condiciones de Diseño de la Conexión b De acuerdo Conforme
registrador de falla y calidad de energía de la celda de 220 kV ubicado en la
Se tiene cotizado la integración de señales en el
SE San José y de la subestación transformadora lado AT y BT ubicada en la sistema de control de Cerro Verde únicamente
CSF Sunny. KALLPA deberá efectuar las pruebas de envío y recepción de hasta el Nivel 2. La integración de señales a Nivel 3
las señales que forman parte de la integración de la Celda al Sistema de será responsabilidad de Cerro Verde, para lo cual
Control de la SE SAN JOSÉ. Asimismo, KALLPA deberá asumir la totalidad Siemens Energy realizará el acompañamiento
de los costos que demanda la mencionada implementación. desde la subestación San José existente
Se requiere nos compartan la versión más reciente
de la ingeniería a fin de tomarla como dato de
12 Anexo 2: Condiciones de Diseño de la Conexión c KALLPA, para el diseño de su ingeniería de detalle, deberá considerar el entrada para los diseños y validar cambios que se Esto es un concepto estándar en contratos de este tipo. Conforme
esquema y filosofía de protección y control que se tiene implementado en la hubiesen producido durante la etapa de operación y Dicha ingeniería actualizada será compartida
SE SAN JOSÉ. mantenimiento oportunamente durante la etapa de ejecución del contrato
e)A manera de precisión, sin excluir los demás trabajos y obligaciones que
KALLPA deberá ejecutar para LA CONEXIÓN, KALLPA abrirá una puerta
temporal en la SE SAN JOSÉ para realizar las obras de LA CONEXIÓN,
conforme a las siguientes especificaciones:
i.KALLPA se compromete a construir un cerco de seguridad, cuyo detalle

será alcanzado previamente, a las instalaciones del mismo, con la finalidad
de aislar totalmente la zona de trabajo de KALLPA respecto a las
instalaciones energizadas de CERRO VERDE.
13 Anexo 2: Condiciones de Diseño de la Conexión e Conforme
KALLPA, sus contratistas o subcontratistas se comprometen a no traspasar
el cerco y transitar en el área ocupada por las instalaciones de CERRO
VERDE.
ii.KALLPA presentará los planos referentes a la instalación del cerco de

seguridad y la construcción de la puerta secundaria, para la aprobación por
parte de CERRO VERDE. Una vez obtenida la conformidad de CERRO Se requiere conocer los diseños de puertas y Considerar una puerta peatonal más una puerta de doble
VERDE, KALLPA procederá a abrir la puerta secundaria para, cercos a fin de determinar el valor de las obras y hoja del tamaño que Siemens considere necesario para el Se valorizará la implementación
posteriormente, iniciar los trabajos propios de la construcción de la plata compararlos contra lo que se tiene actualmente ingreso de equipos y sus actividades de construcción y correspondiente para agregarlo al valor del
forma y posteriores trabajos de montaje contemplado puesta en marcha. contrato
iii.KALLPA acepta contratar los servicios de vigilancia de la empresa que
brinde el mismo servicio a CERRO VERDE en la SE SAN JOSÉ durante 24
Se valorizará vigilancia en SE San José
horas al día, durante la ejecución de la infraestructura civil y eléctrica, la cual
existente de acuerdo al Convenio de
controlará el acceso independiente del área de trabajo delimitado. Esta
Conexión final, y Siemens Energy realizará
14 Anexo 2: Condiciones de Diseño de la Conexión e vigilancia deberá contar con un sistema de radio comunicación con la garita Se requiere conocer el listado de las compañías Conforme
este trabajo como un adicional de acuerdo a
de vigilancia de la SE SAN JOSÉ y será responsable de custodiar los que serían aceptadas por Cerro Verde y el tipo de Se compartirá el listado de compañías aceptadas por
lo contemplado en el contrato EPC (costo +
bienes, equipos y herramientas de KALLPA, generar los registros equipamiento con el que deberán contar a fin de Cerro Verde oportunamente. De haber una diferencia
profit).
respectivos, los que serán entregados al supervisor de la empresa de determinar el valor del servicio y compararlo con lo material respecto del lo cotizado, lo podemos manejar
vigilancia que se encuentre encargado de la SE SAN JOSÉ que se tiene actualmente cotizado como costo adicional.
Conforme para la ampliación del sistema de
barras en SE San José. Sin embargo SE
15 Anexo 2: Condiciones de Diseño de la Conexión e Es un compromiso estándar en proyectos de ampliación de declarará la frecuencia de riego prevista Conforme
iv.KALLPA se compromete al riego de su zona de trabajo, a fin de evitar la Este aspecto deberá ser regulado a fin de subestación regar la zona de trabajo para evitar levantar basado en su experiencia en proyectos
excesiva contaminación del aislamiento de los equipos de CERRO VERDE determinar la frecuencia y zona de aplicación polvo. similares.
Schedule 19
Project Functional Specification
(Ver PDF Incluido en el Paquete de Anexos)

Schedule 20
Owner Permits
1. Estudio de Pre Operatividad

2. Estudio de Operatividad
3. Declaración de Impacto Ambiental
4. CIRA – PMA
5. Concesión de Generación
6. Concesión de Transmisión
7. Convenio de Conexión con SMCV

Contrato - Kallpa - Intercon Signed

Uploaded by

Copyright:

Available Formats

Contrato - Kallpa - Intercon Signed

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Contrato - Kallpa - Intercon Signed

Uploaded by

Copyright:

Available Formats

DocuSign Envelope ID: 6E44579D-052C-4056-8E65-B52CD00535CD

SOLAR POWER INTERCONNECTION FACILITIES LUMP SUM,

Kallpa Generación S.A.

Siemens Energy S.A.C.

Unión de Técnicos Electromecánicos S.A.C

I. DEFINITIONS AND DOCUMENTATION ....................................................................1

1.1 Definitions ...........................................................................................................1

II. OWNER ........................................................................................................................ 18

2.1 Access to and Possession of the Site...................................................................18

III. OWNER’s REPRESENTATIVE ...................................................................................20

3.1 Owner’s Representatives Duties and Authority ..................................................20

IV. CONTRACTOR ............................................................................................................21

4.1 General Obligations ...........................................................................................21

4.6 Assignment of Subcontractor’s Obligations........................................................ 25

5.1 Design of the Works ..........................................................................................34

VI. STAFF AND LABOR ...................................................................................................38

6.1 Engagement of Staff and Labor ..........................................................................38

6.11 Alcoholic Liquor or Drugs .................................................................................41

VII. PLANT, MATERIALS AND WORKMANSHIP ..........................................................42

7.1 Manner of Execution ..........................................................................................42

VIII. COMMENCEMENT, DELAYS AND SUSPENSION ..................................................44

8.1 Commencement of Works ..................................................................................44

IX. TESTS ON MECHANICAL COMPLETION AND THEREAFTER .............................49

9.1 Contractor’s Test Obligations............................................................................. 49

XI. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES ................................54

XII. WARRANTY LIABILITY ............................................................................................55

12.1 Warranty ............................................................................................................55

12.2 Cost of Remedying Defects ................................................................................56

XIII. CONTRACT PRICE AND PAYMENT ........................................................................57

13.1 The Lum Sum ....................................................................................................57

XIV. VARIATIONS ..............................................................................................................60

14.1 Right to Vary .....................................................................................................60

XV. DEFAULT OF CONTRACTOR.................................................................................... 62

15.1 Notice to Correct................................................................................................62

XVI. DEFAULT OF OWNER ............................................................................................... 64

16.1 Contractor’s Entitlement to Suspend Works .......................................................64

XVII. RISK AND RESPONSIBILITY .................................................................................... 67

17.1 Contractor’s Indemnity ...................................................................................... 67

17.5 Limitation of Contractor’s Liability....................................................................68

XVIII. INSURANCE ................................................................................................................69

18.1 General ..............................................................................................................69

XIX. FORCE MAJEURE .......................................................................................................73

19.1 Definition of Force Majeure ...............................................................................73

XX. OWNER ADDITIONAL PAYMENTS, CLAIMS AND ARBITRATION .................... 74

20.1 Procedure ........................................................................................................... 74

XXI. MISCELLANEOUS ......................................................................................................76

21.1 Validity and Enforceability ................................................................................76

LIST OF SCHEDULES AND ANNECES

Annex 1: Environmental, Health and Security Control Procedure for Contractors

This SOLAR POWER INTERCONNECTION FACILITIES LUMP SUM,

(a) Kallpa Generacion, S.A. (“Owner”);

(b) Siemens Energy S.A.C. (“Siemens”); and

(c) Union de Tecnicos Electromecanicos S.A.C. (“Unitelec,” and

WHEREAS, the Contractor designs, constructs and installs electrical

WHEREAS, the Contractor, itself or through qualified Subcontractors (as

WHEREAS, the Owner is contracting with another contractor to design and

WHEREAS, the Owner intends to obtain financing for the Project.

NOW, THEREFORE, in consideration of the mutual promises contained herein,

I. DEFINITIONS AND DOCUMENTATION