Akuo Energy - Confidential
EPC works – Contract Term Sheet
Terms of Contract
Purpose of the Term Sheet
Scope
General Design Obligation
Price
Sufficiency of the Contract
Price
Description
The purpose of this Term Sheet is to set out the key terms and conditions for
the Contract that would be signed between the Employer and the
Contractor for the Scope detailed below (including all associated civil
and electrical construction works or other works necessary to build such
plant) and thereafter for rectifying Defects.
The provisions in this Term Sheet outline the key terms and conditions upon
which the Employer and the contractor would enter into the Contract and
do not purport to summarize all the terms, conditions, covenants,
representations, warranties and other provisions that shall be contained in
the Contract to be drafted in English.
The Parties agree that this Term Sheet and the terms outlined herein shall
be superseded in their entirety by the executed Contract, if any.
The contractor agrees to endorse the engineering,
GENERAL: contractor shall perform all work and services and provide all
materials, equipment, machinery, tools, labor, utilities, chemicals,
transportation, administration and incidentals as may be necessary or
appropriate to carry out the requirements indicated in the Contract and
to provide Employer with all construction works necessary to install the
solarGEM and Storage GEM in accordance with the Contract, on a
turnkey basis, that will meet the performance criteria and other conditions
of the Contract w hether or not the individual activities or details of such
work, services and incidentals necessary for the performance of the Works
are specifically mentioned or indicated in the Contract.
The contractor shall be deemed to hav e reviewed and assessed, prior to
the Contract signature, the obligations and the Technical Specifications
(including design criteria and calculations, if any). The contractor agrees
to endorse the geotechnical studies.
Under a separate contract, the contractor is in the course of performing.
Therefore, contractor shall be responsible for the accuracy of such
Technical Specifications (including design criteria and calculations).
The Employer shall not be responsible for any error, inaccuracy or
omission of any kind in the Technical Specifications as originally included
in the Contract and shall not be deemed to have given any
representation of accuracy or completeness of any data or information,
except as stated below. Any data or information received by the
contractor, from the Employer or otherwise, shall not relieve the
contractor from his responsibility for the design and execution of the
Works.
The Contract Price is a fixed lump-sum amount paid in exchange for the
execution of a turnkey contract. The Contract Price shall include all
applicable taxes. Every taxes shall be mentioned explicitly and detailed in
the Contract Price. The contractor’s rights to claiming any price
adjustment of the Contract Price shall be limited to those explicitly
mentioned in the Contract.
The contractor shall be deemed to have satisfied himself as to the
correctness and sufficiency of the Contract Price.
Unless otherwise stated in the Contract, the Contract Price covers all the
contractor’s obligations under the Contract and all things necessary for
the proper execution and completion of the Works and the remedying of
any defects.
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Tax
Commencement Date
Soil – Ground Risk
Bank Guarantees
LDs for Delay and Penalties
Akuo Energy - Confidential
Contractor shall include all taxes, duties and other charges imposed inside
the country. Nothing in the contract shall relieve the Contractor from his
responsibility to pay any tax that may be levied in Peru, unless expressly
stated by Employer.
The Commencement Date, marking the beginning of the Project Planning,
shall be the date when the following conditions have been satisfied:
- The signature by the Parties of the Contract,
- The contractor has issued the Performance Standby letter of credit
and First Demand Advance Payment Bond within 15 days of the
signature of the Contract
- The Contractor has paid the Advance Payment within 15 days of
the receipt of the Bond and the invoice corresponding to the
Advance Payment
Responsibility of the contractor. The contractor will be deemed to be fully
satisfied of all Plant site conditions and soil conditions, including
environmental aspects, weather and hydrological conditions, and th e
ground and sub-soil conditions. No variations on these subjects will be
permitted, except in case of archaeological discoveries. The contractor is
responsible for any additional site investigation costs.
The contractor shall provide the following Bank Guarantees:
- Advance Payment bond in an amount equivalent to the Advance
Payment. It shall be enforceable from the date when the Advance
Payment is made by the Employer and accounted for on the
contractor’s bank account until the date of issuance of the
Certificate of Practical Completion and the issuance of the
Warranty Bond.
- Performance Bond in an amount equivalent to X% of the Contract
Price. It shall be enforceable from the date when the Notification
to Proceed is made by the Employer and accounted for on the
contractor’s bank account until the date of issuance of the
Certificate of Practical Completion and the issuance of the
Warranty Bond.
- Warranty Bond for proper performance of obligations during
warranty period corresponding to X% of the Contract Price. It shall
be enforceable from the Certificate of Practical Completion until
the issuance of the Final Completion Certificate (at the end of the
Defects Liability Period.
Guaranteed Completion Date means the date when the following
requirements have been met:
- Mechanical Test has been successfully achieved;
- Electrical Test has been successfully achieved;
- Final as-built drawings for the Works have been issued by the
contractor to the Employer;
- The contractor has returned all Contractor Items and removed all
of its construction materials, temporary facilities, waste material
and rubbish from the Site,
- all Works required pursuant to this Contract to be completed on or
before Guaranteed Completion Date have been completed in
accordance with this Contract;
- The Contractor received the Completion Certificate from the
Company
If the contractor does not achieve the Guaranteed Completion Date, the
contractor will be liable for Delay Liquidated Damages of X% of the
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Contract Price for each day of delay. The contractor shall pay to the
Employer by way of delay liquidated damages and not as a penalty for a
failure to achieve the Guaranteed Completion Date.
Overall Limitation on Overall limitation on LDs, make good, costs reimbursement and
compensation compensation to Employer, including delay of Guaranteed Completion
Dates, as well as cost reimbursement related to the failure of the
contractor in respecting the interface obligations with the Contractor and
other contractors shall not exceed one hundred per cent of the Contract
Price.

Insurance The contractor shall be required to submit the following insurance policies:
- Public and Third Party and Product Liability
- Construction All Risk (CAR)
- Professional Indemnity (PI)
- All Risks Insurance
- Contractor’s Liability
- Marine Cargo
- Transport

Third Parties The contractor shall Indemnify the Employer from and against any and all
Losses of any kind resulting from or arising out of: (i) any damage to, loss o f
and/or loss of use of any Third Party property; or (ii) any injury to or death
of any Third Party to the extent caused by the contractor or any
contractor Indemnified Party in connection with the provision of the Works
as contemplated by the executed Contract.
Commissioning, and testing The testing and commissioning shall be done by the contractor. The
contractor needs to commission the project within as per the project
overall schedule.
The process of project commissioning will follow:
- Site inspections
- Mechanical Completion Test
- Inverter Commissioning Test
- PV Strings Commissioning Test
- Performance Test.
- The developer is to submit the:
● commissioning program to the Superintending Engineer
(RPPC) of the concerned local distribution utility
● approval of the Electrical inspector for energizing the
emanating lines from the generating station.

Defect Notification Period The contractor shall be responsible for repairing all defects in the works
and damage to the works caused by such defect(s) which appear or
occur for twelve (12) months commencing on the Practical Completion
Certificate.
The Defects Notification Period for any part or component of the Works
subject to remedial work which is completed shall be subject to a new
twelve (12) months defects liability period.

Time Schedule and The contractor must comply with the Project Time Schedule and
Coordination cooperate with all other interfaces (Employer, other contractors… )
according to stipulations of the Contract.

Local Content In performing the Works and/or to the extent that the contractor shall gi v e
preference to the purchase and use of goods manufactured, produced
or supplied in Peru; provided, however, that such goods are available on
terms equal to or better than imported goods with respect to timing of
delivery, quality and quantity required, price and other terms.
Health, security and The HSE clauses will be defined during the tender stage.
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Environment
Typical Provisions The Contract will include typical and appropriate provisions found in an
international Contract, including in relation to the following non -exclusive
list:
- Confidentiality
- Termination (including for convenience and for default)
- Force Majeure
- Remedying Defect
- Urgent Repairs
- Representations and warranties
- Joint and several liability (if the contractor is a Consortium)
- As built drawings and manuals to be provided
- Lien waivers
- Intellectual property
- Assignment and subcontracting
- Changes to the Works
- Extension of time for Completion
- Claims by contractor and by Contractor

PAYMENT MILESTONES

Payments w ill be made on the basis of milestones completed and v erified by the Contractor,
w ith the objective of ensuring a neutral cash flow for each Party.
The proposed terms are as follow s:
Dow n payment 10%
Mobilisation on site 10%
Preliminary Works completion 10%
Civ il Works Completion 15%
Mechanical Works Completion 15%
Electrical Works Completion 20%
Commissioning Completion 10%
Take Ov er 10%
Total 100%