sgt concession contract aguaytía-pucallpa 138 kv transmission … · 2016. 7. 7. · sgt lt...

Comité PRO CONECTIVIDAD

SGT Concession Contract

“Aguaytía-Pucallpa 138 kV Transmission Line

(Second circuit)”

(Second version)

June 09, 2016

Important: This is an unofficial translation. In case of divergence between the English and

Spanish text, the version in Spanish shall prevail.

SGT LT Aguaytía-Pucallpa 138 kV Concession Contract (second circuit) of 84 Second Draft (09.06.16)


Index

Pag.

1. Preliminary provisions

2. Statements by the parties

3. Purpose, effectiveness and term of the Contract

4. Construction

5. Commercial Operation

6. Contracts with third parties

7. Insurance Contracts.

8. Tariff regime

9. Concession funding.

10. Force Majeure or Fortuitous Event

11. Penalties and sanctions

12. Guarantees

13. Termination of the Contract

14. Settlement of Disputes

15. Economic and financial balance

16. Tax Regime

17. Assignment of rights

18. Modifications to the Contract

19. Notifications

Annexes

1 Technical Specifications of the Project

2 Power Line Verification Procedure

3 Definitions

4 Performance Bond Form

4-A Operation Guarantee Form

5 Telecommunications.

6 4, 4-A and 4-B Forms (legalized copies)

7 Deadlines for project development

8 Power Line Descriptive Report

9 Prior Consultation

10 Referential Route Layout of Power Line consulted to the National Service of

Natural Protected Areas by the State - SERNANP

11 Reference Terms – Engineering Supervision, Supply and Construction of the

“Aguaytía-Pucallpa 138 kV Transmission Line (second circuit)” Project



SGT Concession Contract of the Project

“Aguaytía-Pucallpa 138 kV Transmission Line

(Second circuit)”

Mr. Notary:

Please add in your Registry of Public Deeds one recording the Concession Contract of the Guaranteed System of Transmission for the design, financing, construction, operation and maintenance of the Project “Aguaytía-Pucallpa 138 kV Transmission Line (second circuit)” (hereinafter, “Contract”), entered between the State of the Republic of Peru, acting through the Ministry of Energy and Mines (hereinafter, the Grantor), duly represented by ___________________________ of the Ministry of Energy and Mines, Mr. _________________, identified with National Identification Document N° _______________, domiciled at Av. Las Artes Sur N° 260, San Borja, Lima - Peru, authorized through Ministerial Resolution No. ______________-MEM/DM, and the company __________________________________, registered in the Electronic Entry N° ______________ of the Registry of Legal Persons of the Registry Office of Lima, domiciled in the city of Lima - Peru, represented by Mr.(Messrs.) _____________, identified with ________________, of ____________ nationality, who proceed duly authorized according to the powers registered in Entry N° _______________ of the Registry of Legal Persons of the Registry Office of Lima (hereinafter, the Concessionaire); in the following terms and conditions:

1. PRELIMINARY PROVISIONS

1.1 The Contract is a result of the promotion process that PROINVERSIÓN conducted within the framework of the Law of Efficient Development of Electric Generation (Law No. 28832), the Transmission Regulation (Supreme Decree No. 027-2007-EM), the Law of Electric Concessions (Decree Law No. 25844), the Regulation of the Law of Electric Concessions (Supreme Decree No. 009-93-EM), Legislative Decree of the framework of promotion of private investment through public private partnerships and projects in assets (Legislative Decree No. 1224), the Regulation of Legislative Decree No. 1224, Legislative Decree of the framework of promotion of private investment through public private partnerships and projects in assets (Supreme Decree No. 410-2015-EF) and other Applicable Laws, as well as the following provisions and acts:

a) Ministerial Resolution No. 225-2015-MEM/DM of the Ministry of Energy and Mines published on May 14, 2015, that entrusted to PROINVERSIÓN the conduction of the bid process necessary until the award of the of binding projects approved in the Transmission Plan 2015-2024, which includes the “Aguaytía-Pucallpa 138 kV Transmission Line (second circuit)” Project.

b) Supreme Resolution N° 046-2015-EF published on October 27, 2015, whereby is ratified the agreement of PROINVERSIÓN’s Steering Council adopted in its meeting dated August 11, 2015, under which it was agreed to incorporate to the process of promotion of private investment in charge of PROINVERSIÓN, the binding projects of the Transmission Plan 2015-2024, referred to in the Ministerial Resolution N° 225-2015-MEM/DM, where is included the “Aguaytía-Pucallpa 138 kV Transmission Line (second circuit)” Project.

c) The Agreement of the Steering Council of PROINVERSIÓN adopted in its meeting dated February 16, 2016, approves the Plan of Promotion that will govern the tender, published in the official Gazette El Peruano on February 25, 2016.



d) The agreement dated ____/____/___adopted by the PRO CONECTIVIDAD Committee granting the award.

e) Ministerial Resolution No. ______________-MEM/DM, which authorized ______ ______________________________________________________ to subscribe the Contract.

1.2 The Contract has been negotiated, drafted and signed under the internal law of Peru; and its

content, execution and other consequences arising from it shall be governed by said law.

1.3 The signing of the Contract does not delete or affect the obligation of the Concessionaire, to

request, subscribe and comply with the Final Concession Contract of Electric Transmission

that the Concessionaire shall deal with the Ministry of Energy and Mines.

1.4 In the Contract:

a) The terms that start with uppercase, whether used in singular or plural, have the meanings

set forth in Annex No. 3.

b) The terms that start in uppercase that are used in singular or plural, that are not defined in

Annex No. 3 or other sections of the Contract, shall have the meanings attributed in the Bid

Terms or Applicable Laws, or shall correspond to terms that are usually used in uppercase.

c) Any reference made in the Contract to “Clause”, “Annex”, “Section”, or “literal” shall be

understood as made to clauses, annexes, sections or literals of the Contract, unless

expressly stated to the contrary.

d) The titles have been included to systematize the exposition and should not be considered

as part thereof that limits or extends its content or to determine the rights and obligations of

the parties.

e) The terms in singular shall include the same terms in plural and viceversa. The terms in

masculine include the feminine and viceversa.

f) The use of the disjunction “or” in an enumeration should be understood that it comprises in

exclusive manner some of the elements of that enumeration.

g) The use of the conjunction“and” in an enumeration should be understood that it comprises

all the elements of said enumeration or list.

2. STATEMENTS BY THE PARTIES

2.1 The Concessionaire and the Qualified Operator guarantee to the Grantor, on the closing date,

the truthfulness and accuracy of the following statements:

a) That: (i) The Concessionaire is duly incorporated and validly existing under the Applicable

Laws, and the Qualified Operator is a corporation duly incorporated and validly existing

under the laws of the country or the place of its incorporation; (ii) are duly authorized and in

capacity to assume the obligations that respectively correspond as consequence of the

entering of the Contract in all the jurisdictions in which that authorization is necessary for

the nature of its activities or for the ownership, leasing or operation of its assets, except in

those jurisdictions where the lack of said authorization does not have a substantially

adverse effect on its business or transactions; and (iii) have complied with all the

requirements necessary to formalize the Contract and to comply with the commitments

stipulated therein.

b) The signature, delivery and compliance of the Contract, by the Concessionaire and the Qualified Operator, are comprised within their powers and have been duly authorized by the respective boards or other similar bodies.



c) It shall not be necessary the performing other acts or procedures by the Concessionaire to authorize the subscription and compliance of the obligations that correspond under the Contract. The Contract has been duly and validly signed and delivered by the Concessionaire, and constitutes a valid, binding and enforceable obligation for the Concessionaire and for the Qualified Operator according to its terms.

2.2 The Grantor guarantees to the Concessionaire, on the closing date, the truthfulness and accuracy of the following statements:

a) The Ministry of Energy and Mines is duly authorized under the Applicable Laws to act on behalf of the Grantor in this Contract. The signature, delivery and compliance by the Grantor of the Contract are comprised within its powers, are under the Applicable Laws, and have been duly authorized by the competent governmental authority.

b) Any other action or procedure by the Grantor or any competent governmental authority is necessary to authorize the subscription of the Contract or for the compliance of the obligations of the Grantor provided therein. The Contract has been duly and validly signed by the authorized representatives of the Grantor and, together with due authorization, signature and delivery thereof by the Concessionaire, constitutes a valid and binding obligation for the Grantor.

2.3 The Concessionaire guarantees to the Grantor, that during a period comprised from the closing date and until complying ten (10) years of Commercial Operation of the Power Line, the Qualified Operator will be the holder of the Minimum Participation, and the responsible of the technical operations of the Concession from the design of the Power Line until the conclusion of said term.

Upon request of the Concessionaire, the Grantor shall accept that the Qualified Operator is replaced by another person before the period indicated provided that said person complies with the minimum requirements of qualification provided in the Bid Terms. If the Grantor does not reply the request within thirty (30) days, the request shall be understood as accepted. The Tariff Base incorporates the concepts provided in the definition 3 of Annex No. 3 of the Contract, assuming that it includes the tasks of the Qualified Operator, and in no case shall be added to the Tariff Base any consideration or compensation that might have been agreed or is convenient in future between the Concessionaire and the Qualified Operator.

3. Purpose, duration and term of the Contract

3.1 The Concessionaire undertakes to design, finance, supply the goods and services required,

construct, operate and maintain the Power Line as well as provide Services, all in accordance

with the Contract and Applicable Laws. For that reason, the Concessionaire shall identify,

among others, the path and alignment to be followed by the Power Line, as well as provide

appropriate clearances to overcome contingencies and thus comply with construction

deadlines. The layout of the line described in Annex 10 has reference purposes.

3.2 While the Contract is in force, the Concessionaire shall be the owner of the Concession

Assets and shall use them for the provision of the service. At the termination of the

Concession, the Concessionaire shall transfer the Concession Assets to the Grantor

according to the provisions set forth in Clause 13 of the Contract.

3.3 The term of the Contract includes both the Construction period that starts on the Closing date

as well as the Commercial Operation period which lasts thirty (30) years from the Commercial

Operation Commissioning.



4. Construction specifications

4.1 Electricity rights (Final Electricity Transmission Concession Contract), the imposition of

easements and generally any other similar authorization that according to Applicable Laws

require the Concessionaire to comply with its obligations under the Contract, shall be

requested by the Concessionaire to the Governmental Authority under the corresponding

procedure and meeting the requirements set forth by Applicable Laws.

The Grantor shall impose easements that are required according to the provisions established

by the Applicable Laws, but shall not assume the costs incurred to obtain or retain such

easements.

Also, if required by the Concessionaire, the Grantor shall make use of its best efforts for the

former to access third-party facilities, as well as obtaining permits, licenses, authorizations,

Concessions, easements, rights of use and the like, in case these were not granted by the

competent Governmental Authority in due time, despite having met the requirements and

formalities required by Applicable Laws.

4.2 The Concessionaire shall acquire and, if appropriate, shall carry out the corresponding land

sanitation for new substations or extensions to existing substations; shall make any

compensation for the use of easements, shall purchase and install on lines and substations,

equipment and new materials from manufacturers of recognized quality and prestige in the

electricity market who shall comply with Applicable Laws, pursuant to this Contract. Such

manufacturers shall have ISO 9001. It should be understood as news, those which date of

manufacturing is after July 2014 and have not had any use.

Used equipment or materials may be used only for the operation of the Power Line, provided it

is inevitable to do so in order to temporarily address defects or failures while equipment or

materials involved are replaced with new ones. These decisions shall be communicated to

OSINERGMIN, who will make the corresponding supervision, according to the procedure

approved for said purpose.

The compensations for the use of easements agreed within the Framework of Law No. 29785,

shall be subject to the provisions of Annex No. 9, incorporating to the concept of

Compensations contained in the referred annex.

4.3 The Commercial Operation Commissioning of the Power Line and other events listed in Annex

N°7 shall take place within the period specified therein.

Where a breach of these terms is a result of inappropriate actions or omissions by a

Governmental Authority or delays in the approval of the pre operation study, such term shall

be extended for a period equal to the delay or stoppage. It shall be understood that the

inappropriate action or omission by a Governmental Authority causes non-compliance of the

respective term when the delay or breakdown affect the critical path of works.

Prior to the start of construction, the Concessionaire shall submit to COES, the Pre Operability

Study, for approval, according to the requirements and procedures of such entity.

4.4 For purposes of Clause5.4, the experimental operation starts after:

a) OSINERGMIN approves the final report referred to in Clause 5.3. Within the terms provided



in Annex No. 2.

b) COES approves the connection and integration of the Power Line to the SEIN, according to

Procedure of COES PR – 20 or in lieu thereof and the corresponding Applicable Laws.

4.5 The Concessionaire is bound to hire and pay for the expenses required by supervision of the work. A company that specializes in high voltage transmission lines shall not be related to the Concessionaire and, whose selection shall adapt to the Terms of Reference indicated in Annex No. 11 of the Contract and have the consent of OSINERGMIN. The costs involved in this supervision are part of the Concessionaire’s investment proposal.

The Supervising Company shall begin work from the engineering project of the transmission system (transmission line and high voltage substation).

4.6 The schedule of activities that the Concessionaire plans to apply to execute the works will be delivered duly numbered and endorsed by the Concessionaire to OSINERGMIN and the Grantor, within twelve (12) months from the Closing date. The schedule shall include the milestone established in Annex N°7 of the Contract to be provided in printed material and MS Project magnetic files. This Schedule is independent to that contained in the Final Concession of Transmission.

In the same period, the Concessionaire shall also deliver in printed and magnetic source files, the final engineering project of the Power Line that should include the Specification Report referred to in Annex No. 8, further containing the following sections: Supporting calculations, Measures, Supply and Installation Specifications and Drawings in AutoCAD format.

Before the beginning of the construction stage and within twenty five (25) days after having received the final engineering project, the Supervising Company shall issue a report in which it shall be verified that the referred engineering project complies the technical scopes defined in Annex N°1. The report shall be sent by Supervising Company to both to the Grantor and to OSINERGMIN.

4.7 The schedule referred to in Clause 4.6, shall be submitted in US values considering monthly periods, in print duly numbered and endorsed by the Concessionaire Corporation and in digital version (MS project). The digital version should allow OSINERGMIN to carry out checks in an automated way, and shall clearly specify the critical path of the work as a whole.

Progress reports submitted by the Concessionaire, shall be consistent with the structure of the current timeline with clear distinction of the critical path. In case the critical path is altered leading to a delay of more than thirty (30) calendar days of the date scheduled for Commercial Operation Commissioning, the Concessionaire shall deliver to the Grantor and OSINERGMIN an updated schedule within ten (10) calendar days following the occurrence of such fact, detailing the corrective measures that have been implemented.

4.8 The Concessionaire shall submit to OSINERGMIN and the Grantor an updated version of the schedule referred to in Clause 4.6, at eighteen (18) months after the Closing date.

4.9 A copy of the reports prepared by the Supervising Company referred to in Clause 4.7 shall be monthly delivered to OSINERGMIN and the Grantor. Notwithstanding this, OSINERGMIN through its own staff or specialized companies and at its own expense and risk, may carry out



follow-up tasks on the execution of works and construction quality technical inspection, for which the Concessionaire will provide the facilities that may be reasonably required, as long as they do not affect the normal development of the Power Line construction schedule. However, if during the technical inspection deficiencies likely to affect the scope of the Power Line were detected, or that affect the technical quality of the facilities or jeopardize the quality of the Service, OSINERGMIN shall request the Concessionaire to make the necessary corrections prior to the continuation of the works or installations subject of observation.

4.10 From the sixth month of the Closing date, the Concessionaire will be required to report monthly to the Grantor and OSINERGMIN, within fifteen (15) calendar days after the close of the month being reported, on the progress of the projects, including the development of engineering, procurement of equipment and materials, construction works and other relevant aspects required by the Grantor and/or OSINERGMIN. The structure of this report will be established by OSINERGMIN.

5. COMMERCIAL OPERATION

5.1 Once constructions have been concluded and operation internal testing has been conducted,

which shall be functional tests on the equipment (and other components) with a not powered

on system, the Concessionaire, in the presence of the Inspector, the Supervising company,

the Grantor and OSINERGMIN, shall carry out on-site verification tests, which are aimed at

proving, following the methodology set out in Annex No. 2, that the Power Line meets the

requirements set out in Annex No. 1,and that it is properly operating. The Concessionaire will

provide the facilities to the Inspector for carrying out required technical inspections.

5.2 The Inspector shall be elected by the Concessionaire from a list of at least three (3)

companies that the Grantor shall propose before twelve (12) months from the estimated

Commercial Commissioning date. The Concessionaire may freely choose the Inspector if the

Grantor does not propose its list of three (3) companies within the time indicated.

Contract negotiation and Contracting of the Inspector shall be borne by the Concessionaire.

The scope of the inspector’s Contract shall include the functions established under this

Contract. The Inspector remuneration will be paid by the Concessionaire.

5.3 Upon successful completion of the Power Line verification tests, OSINERGMIN shall approve

the final report referred to Annex No. 2. Before the issuance of the final report, OSINERGMIN

may authorize to the Concessionaire Corporation the energizing the power line provided that

the COES has previously authorized the connection of the power line to the SEIN referred to

in the Procedure COES PR-20 or in lieu thereof.

5.4 After provisions under Clause 4.4 have been complied with, a period of experimental operation

with the power line connected to the SEIN and energized. If the Power Line operation and its

components, without interruptions attributable to the engineering study, pre operability study,

and quality of material or system equipment for a period of thirty (30) calendar days, after

which the Commercial Operation Commissioning shall automatically begin. The date of

Commercial Operation Commissioning shall be understood as produced when expiring said

period, for which shall be recorded the date in a Minute signed by OSINERGMIN and the

Concessionaire.

In case that during the experimental operation, interruptions occur attributable to the

engineering study, pre operability study, quality of the material or system equipment, or the



quality of the construction, the period of experimental operation will be suspended through

communication issued by OSINERGMIN.

In case remedy and corresponding tests demand a period longer than five (5) calendar days,

a period of thirty (30) calendar days shall start again after the interruption is overcome. Or it

will continue the experimental operation period.

5.5 The right to receive payment of the tariff regime referred to in Clause 8 of this Contract, is

complied with the commercial commissioning.

5.6 From the Closing date, the Concessionaire shall be responsible, in accordance with Applicable

Laws, for damage, loss or injury caused to or by the Concession Assets. From the

Commercial Operation Commissioning, the Concessionaire will also be responsible for

providing the Service.

The Concessionaire shall hold the Grantor harmless in respect of and against any action or

exception of legal, administrative, arbitration or Contractual nature, or claim of any kind with

respect to the Concession Assets or the rendering of Services, except where the damage or

damages are caused by the Grantor, its employees, representatives, agents or the Inspector.

5.7 The Service shall be provided in accordance with Applicable Laws and Annex No. 1, so as to

ensure the quality, efficiency and continuity of Services.

The Concessionaire Corporation shall enable third parties the open access to the Essential

facilities subject matter of this Contract, so as they can be connected to said installations as

far as it is economic and technically feasible and does not affect the provision of the service

under the applicable laws. For this purpose, the Concessionaire Corporation is obliged to

allow the use of its installations by third parties, who should assume the costs of extension to

be made if necessary and the compensations for the use, according to the provisions set forth

in the applicable laws.

5.8 The Concessionaire shall be a member of COES prior to the start of the experimental

operation and provide the Service while being subject to the provisions established by such

agency or the SEIN coordinator, both in normal operating conditions, maintenance schedule

as well as during a state of alert, emergency or recovery, according to the definitions that

COES gives to each of these states.

5.9 The Concessionaire shall provide information and inspection facilities to Governmental

Authorities, required to monitor the proper performance of its obligations under the Contract.

Inspections shall be conducted in a manner that they do not affect the operation of the Power

Line.

5.10 The Concessionaire shall maintain an updated inventory of the Concession Assets, indicating

their characteristics, location, condition, operation and performance, dates of manufacture and

installation, among others. This inventory shall include the valuation of the Concession assets

in accordance with the Financial Statements. Within a period not exceeding nine (09) months

from the Commercial Operation Commissioning, the Concessionaire shall deliver to the

Grantor and OSINERGMIN the first inventory of the Concession assets. After each annual

inventory update, the Concessionaire shall deliver a copy to the Grantor and OSINERGMIN.

5.11 The Concessionaire will implement and maintain an adequate quality assurance program that

meets, at least, provisions set out in the NTP-ISO-9001 standards during the construction of

the Power Line, and the NTP-ISO-9004-2 standard during the operation of the Service or

those replacing it.



5.12 El Concesionario será sancionado con el pago al Concedente de un monto equivalente al 0.5% de la Base Tarifaria correspondiente, por cada salida no programada que exceda la tolerancia indicada en la Cláusula 2.2 j) del Anexo 1.

Para tal efecto se aplicará el procedimiento estipulado en la Cláusula 11.3 del Contrato.

Dicha sanción se aplicará independientemente de las compensaciones a favor de terceros especificadas en la NTCSE, por mala calidad del suministro o mala calidad del servicio.

5.13 The Concessionaire is not entitled to question in any way or in any jurisdiction, the

reinforcement to be executed in accordance with Article 22º, section 22.2, subsection b) of Act

No. 28832, nor or the Base tariff that OSINERGMIN may have approved for Reinforcement.

The Concessionaire can decide whether to exercise or not the right of first refusal.

If the Concessionaire does not exercise its right of first refusal to execute Reinforcement in the

form and time arranged by Applicable Laws, the Grantor shall forward a communication to the

Concessionaire indicating the facilities it shall offer during the bidding process, studies to be

performed as well as the facilities, coordination and distribution of responsibilities for

construction, operation and maintenance of Reinforcement.

If the Concessionaire disagreed in whole or in part with this communication, the dispute shall

be settled in accordance with Clause 14. The start of the Reinforcement bidding process is not

subject to the conclusion of the arbitration.

6. CONTRACTS WITH THIRD PARTIES

6.1 In all Contracts, agreements or covenants that the Concessionaire enters with its partners, third parties and personnel, except those Contracts by adhesion with clauses of Contracting administratively approved, should include clauses that consider the following:

a) Automatic resolution of pure law for the termination of the Concession.

b) Limit its effectiveness term for in any case may exceed the Concession term.

c) The waiver to bring civil liability actions against the Grantor and the officers of it.

d) Clause that allows the Grantor, at its option, to assume the Contractual position of the Concessionaire in said Contract, through an assignment of Contractual position irrevocably authorized and in advance by the corresponding legal person, in case of producing the expiration or suspension of the Concession for any cause, enabling the continuation of said Contracts in the same terms, and therefore, the operation.

The Concessionaire shall send to the Grantor and to OSINERGMIN, within ten (10) calendar days after its holding and/or modification, as appropriate, a copy of the Contracts that it considers essential for the execution of the project and for the provision of the service. Likewise, he shall send a detailed and complete list of all the Contracts subscribed related to the execution of the project and the provision of the service, which shall be sent within the first fifteen (15) calendar days of the respective year.

In any case the Concessionaire is exempted from the responsibility before the Grantor, for

acts or omissions resulting from the execution of the Contracts subscribed with third parties

that may have an impact on the Concession.

6.2 In his relations with the personnel, the Concessionaire shall adjust to the labor regulations in

force in the State of the Republic of Peru.

The labor Contracts of the national personnel or foreign personnel of the Concessionaire, the

execution of said Contracts and the resolution of them, are subject to the regulations that

regulate the labor relations of the workers of the private activity. Likewise, shall apply the

special labor regimes in the cases that arise.



The Concessionaire shall strictly comply with the Applicable Laws related to labor issues

referred to the formal obligations of the employer (payroll books, payment vouchers, among

others), the payment and retention of the pension amounts, and the Contractual and legal

obligations referred to security and occupational health. Particularly, the Concessionaire shall

observe the provisions of Law No. 29783, Law of Security and Health at Work, its regulation

and its amendments, complementary rules and related or regulations that replace them.

The Concessionaire shall have a personnel team, own or sub-contracted, that before any

emergency situation guarantees the adequate provision of the services during the schedule

agreed for the operation.

In case of termination of the Concession, the Concessionaire is exclusive responsible of the

payment of all the labor benefits, remunerations and other legal benefits, conventional or

unilateral, owed to its workers until the date when the termination of the Concession occurred.

In the case that it is judicially ordered to the Grantor to pay any labor debt in favor of one or

more workers of the Concessionaire, which would have been generated during the

effectiveness of the Concession, the Grantor may repeat against the Concessionaire.

The Concessionaire shall freely determine the number of personnel it requires to comply with

this Contract.

7. INSURANCE CONTRACTS

7.1 During the effectiveness of the Contract, the Concessionaire, assuming all costs, including the

deductible, franchises and/or co-insurances, shall take and maintain from the start of the work,

the following insurances:

a) Civil liability insurance against any damage, loss or injury that might occur to the assets

and persons. The minimum insured limit is fixed in the amount of five million dollars (US$ 5

000 000). In this case, the Grantor shall appear as additional insured.

b) Insurance that covers the value of the Concession Assets. The hiring of policies shall adapt

to the nature of each asset. The coverages shall be at least the following: partial or total

damages, damages for water or flooding, earthquake, landslides, fire, terrorism, vandalism,

civil commotion, burglary, theft and misappropriation, damages caused by error or human

failure of third parties that do not correspond to damage by negligence. It must cover an

amount not less than the probable maximum loss (PML), which amount shall be

determined by a risk study that the Concessionaire shall hire with a specialized

internationally renowned company.

c) Labor insurances, as required in the Applicable Laws.

7.2 The insurance certificates for each policy shall have the following characteristics:

a) Contain a declaration where the Grantor appears as additional beneficiary as appropriate.

b) Contain a declaration where the insurance company has waived to the rights of subrogation

regarding the Grantor.

7.3 In a case of underinsurance or events not covered by inadequate assurance of the

Concessionaire, he will be responsible for the not covered amount.

7.4 The policies that are issued according to the provisions set forth in this clause, shall contain

the following provisions:



a) The insurance company shall be obliged to communicate to the Grantor of any payment

omission of the Concessionaire, with no less anticipation of twenty five (25) days to the

date when said omission may determine the expiration or loss of effectiveness of the policy

totally or partially. The obligation of notification shall be also applicable to the case of

cessation, retirement, cancellation or lack of renewal of any insurance that the

Concessionaire shall maintain according to the Contract.

b) In case of total destruction, the beneficiary of the policy will be the Grantor. The insurance

company shall pay the benefits of the respective policies directly delivering them to a

fiduciary. The cost of the trust will be borne by the Concessionaire. The fiduciary after

receiving the benefits of the respective insurance policies shall proceed to apply the

provisions set forth in Clause 13.14 of the Contract.

7.5 If the incident does not qualify as Total Destruction:

a) The Concessionaire is obliged to use the money received from the insurance to replace

and/or repair the affected assets by the respective incident.

b) If the resources of the insurances are not enough to replace or repair the affected assets,

the Concessionaire will be responsible, at his cost, to cover the remaining amount.

c) The tasks of replacement and/or repair of assets shall be made so as the service will not be

suspended but for the minimum essential time.

8. TARIFF REGIME

8.1 For purposes of this clause, it shall be understood for:

a) Tariff Base: Annual amount defined in Article 1 of Law No. 28832, to be recognized by the

provision of the service.

b) Investment cost: the amount of US$ ______________________, expressed on the date of

submission of proposals. Constitute the investment or component of investment referred to

in Articles 24 and 25 of Law No. 28832. (forms 4, 4-A and 4-B included as Annex 6). This

amount will be adjusted according to Annex 9. In case the adjustment is made after the

POC, OSINERGMIN, for collection and liquidation purposes, shall consider it within the

immediate following regulatory process.

c) Cost of O and M annually: the amount of US$ ______________________, expressed on

the date of submission of proposals. Constitute the efficient costs of operation and

maintenance referred to in Articles 24 and 25 of Law No. 28832 (forms 4, 4-A and 4-B

included as Annex 6).

d) Recovery period: is the term of thirty (30) years, counted since the Commercial Operation

Commissioning.

e) Update Rate: corresponds to the value of the update rate referred to in Article 79 of the

Law of Electric Concessions in force on the date of submission of proposals.

f) Update Index: is the index WPSFD4131 (Finished Goods Less Food and Energy

Seasonally Adjusted), or which replaces it, published by the Labor Department of the

Government of the United States of America.

8.2 The date when are expressed the Investment Cost and the Cost of O and M, as well as its later updating, will be subject to indications made in Section 22.6 of the Transmission Regulation. The Update Index will be that indicated in Literal f) of Clause 8.1.

8.3 The Tariff Base will be governed by the provisions of Law N° 28832 and the Transmission Regulation, in force on the date of submission of proposals.



8.4 The OSINERGMIN establishes the Tariff Base according to Articles 24 and 25 of Law N° 28832 and Article 22 of the Transmission Regulation, using the update rate defined in Literal e) of Clause 8.1.

8.5 The Tariff Base will be paid through compensations in charge of users, according to the provisions set forth in Article 26 of Law N° 28832 and in Article 27 of the Transmission Regulation. For the calculation of the monthly rate, we shall use the update rate defined in Literal e) of Clause 8.1.

8.6 The Tariff Base includes the results of the annual liquidation that shall make the OSINERGMIN according to the provisions of Literal c) of Article 24 of Law N° 28832 and Section 22.4 of Article 22 of the Transmission Regulation.

8.7 The OSINERGMIN shall approve the detailed procedures required for the application of this clause, including the conversion into dollars of income received in Soles, the rounding of figures, the pre liquidation of income and the observations of the Concessionaire, as well as the information and documentation that he shall submit. It shall be applicable the OSINERGMIN Resolution N° 200-2010-OS/CD that approved the so called “Procedure of Annual Liquidation of income for the Service of Electric Transmission of the Guaranteed Transmission System” or the resolution that replaces it or modifies it.

9. CONCESSION FUNDING

9.1 To meet the purpose of the Contract, the Concessionaire may obtain the own financing or from third parties that he deems as convenient.

9.2 In the financing structuring the Concessionaire may include guarantees to be granted to the Allowed Creditors, which include liens on the Concession Assets, the own Concession, the shares or participations in the Concessionaire, or any right that corresponds to the Concessionaire according to the Contract. For that purpose, shall be required the approval of the Grantor, who shall issue an opinion no later than thirty (30) days, counted since the reception of the request. In case that are included as guarantees the money flows for the provision of the service, the prior approval of the Grantor shall not be required.

9.3 If the financing comprises or is guaranteed with the Concession Assets, the own Concession, the money flows for the provision of the service or any other right that corresponds to the Concessionaire according to the Contract (hereinafter, Permitted Guaranteed Indebtedness), the Concessionaire shall comply the following clauses.

9.4 The Contracts that support the Permitted Guaranteed Indebtedness shall provide:

a) Financial terms including the rate or interest rates, capital readjustments, payment conditions and other terms that are customary for transactions under similar conditions in the national and/or international market.

b) That resources to be obtained:

i. Are only addressed to financing of the Concession Assets or as working capital for the operation of the Concession Assets, in case the Concessionaire is a company of special purpose incorporated under the Applicable Laws, to build, equip, and operate the Concession; or

ii. Shall be addressed for the acquisition of goods and services required to provide the service, as for the working capital necessary for the operation of the Concession Assets, in case the successful bidder of the Concession is a established company under the Applicable Laws and with ongoing operations; and,



iii. Without prejudice of the provisions set forth in the previous literals, the long term financing that might be agreed by the Concessionaire may be used: (a) to pay bridge credits and other debts used for the acquisition of Concession Assets, or for the provision of working capital necessary for the operation of the Concession Assets; or, (b) to substitute loans of shareholders or related companies (as far as they have been addressed to indications made in the previous Literals i) or ii)), in accordance with the reduction of risk of the project, and under strict observance of the precepts of financial prudence and of the parameters of maximum indebtedness indicated in the subscribed financing Contracts.

c) That any of said transactions may have the direct or indirect effect to exempt the Concessionaire of his obligation to comply by itself with all and each one of the provisions of the Contract and the Applicable Laws.

d) In case of termination of the Contract, for term expiration, the Concessionaire, the Allowed Creditors and any other person, undertake to terminate or cause extinction and to lift or cause to lift all and each one of the guarantees, liens and encumbrances that might exist

on the assets, rights or Concession Assets, in the terms that shall reasonably indicate the Grantor, although any outstanding obligation subsists that is owed by the Concessionaire to the Allowed Creditors or third parties.

9.5 The Contracts that support the Permitted Guaranteed Indebtedness may provide:

a) That if the Concessionaire or the Allowed Creditors request it, the Grantor shall send to the Allowed Creditors, a copy of the communications sent by the Grantor to the Concessionaire, and shall inform of any fact that might cause the termination of the Contract. The Allowed Creditors shall indicate to the Grantor the communications sent to the Concessionaire which copy they shall request.

b) That the Allowed Creditors may request to the Grantor the replacement of the Concessionaire without any consent by the Concessionaire, in case of producing an event of substantial breach, as defined in each financing Contract. To make this request, the Allowed Creditors shall have notified of such event to the Concessionaire and should have proceeded according to the provisions set forth in the financing Contract.

i) For purposes of the replacement, the Allowed Creditors shall propose to the Grantor one or more companies with the technical qualifications that directly comply or through

related companies, with the requirements of qualification required in the bid, to assume the Contractual position of the Concessionaire and guarantee the continuity of the service.

ii) The Grantor shall not deny the replacement without expression of cause and shall reply to the request in the term of thirty (30) days. The silence of the Grantor shall imply the acceptance of the request.

The new Concessionaire shall have a term of one hundred and eighty (180) calendar days, counted since the submission of the request, to start its transaction, after that term, the Grantor shall have the right to request the termination of the Contract.

c) That the Allowed Creditors shall have the right to receive the corresponding amounts of money after the Concession tender, according to the provisions set forth in Clause 13.14.

9.6 The Concessionaire shall deliver to the Grantor a copy of the respective Contracts with the Allowed Creditors, fiduciaries and any other person who participate in the transaction, and any other modification or addition to said Contracts that is convenient. Likewise, shall quarterly report to the Grantor regarding the debit balances with each creditor.



9.7 This Contract does not provide the granting or hiring of financial guarantees by the State in favor of the Concessionaire.

10. FORCE MAJEURE OR FORTUITOUS EVENT

10.1 For purposes of this Contract, there shall be a fortuitous event or force majeure provided there is an event, condition or circumstance not attributable to the parties, of extraordinary nature,

unforeseeable and irresistible, that prevents to any of them to comply with the obligations under their charge or causes its partial, late or defective breach. The event shall be outside the reasonable control of the party that invokes the ground, which in spite of all the reasonable efforts to prevent or mitigate its effects, cannot avoid the breach situation.

The force majeure or fortuitous event include, but is not limited to the following:

(i) Any act of external, internal or civil war (declared or not declared), state of siege, invasion, armed conflict, blockade, revolution, riot, insurrection, civil commotion or acts of terrorism and any usurpation of a part of the Concession area, that prevents the Concessionaire to culminate within the Contractual term the execution of the works or to normally provide the service.

(ii) Any stoppage or strike of workers who do not keep a labor or commercial relation with the Concessionaire or with its suppliers, which prevents to culminate within the Contractual term the execution of works or normally provide the service.

(iii) Any protest, act of violence or force performed by community, social, union, or politic organizations or major public demonstrations that directly affect the Concessionaire for causes outside his will, that are not attributable to him and that go beyond his reasonable control.

(iv) Any discovery of archaeological remains of great magnitude that prevent the Concessionaire to culminate within the Contractual term the execution of works or normally provide the service.

(v) Any earthquake, tsunami, flood, drought, fire, explosion or any weather or hydrologic phenomena, provided it directly affects totally or partially the Concession Assets and/or the work or its elements and that prevents the Concessionaire to culminate within

the Contractual term the execution of works or to normally provide the service.

(vi) Any epidemic, pollution, pest or similar event preventing or limiting the Concessionaire to

normally provide the service.

(vii) The eventual destruction of works, totally or partially, or damages to the Concession

Assets that produce their total destruction and its impossibility of recovery, provided they

prevent the normal provision of the service.

(viii) The eventual confiscation or seizure of the Concession Assets and impossibility of

recovery, caused by order of any public authority, for causes not attributable to the

Concessionaire, that seriously affect the execution of the Contract preventing the

Concessionaire to comply with his obligations.

10.2 The Concessionaire may not invoke the approval or effects of the applicable laws and

provisions as an event of force majeure or fortuitous event in relation to the compliance of his

obligations, unless these prevented him from continuing the compliance with them.

10.3 The force majeure or fortuitous event shall not relieve the parties from the compliance of the

obligations that are not affected by said events. The party that invokes the force majeure shall

make its best efforts to ensure the restart of the activity or corresponding provision in the

shortest possible time after the occurrence of said events.



10.4 The party affected by an event of force majeure or fortuitous event shall inform the other party

about:

a. The facts that constitute said event of force majeure or fortuitous event, within the following

seventy two (72) hours of the occurrence or after been informed, as the case may be; and

b. The estimated period of total or partial restriction of their activities and the degree of

expected impact. Additionally, shall inform the other party about the development of said

events.

Likewise, the Concessionaire may request by ground of force majeure of fortuitous event, if

the circumstances shall require, the suspension of the Concession term. In that case, the

Concession term shall be extended for a term equal to the term provided for the suspension.

The extension of the term by force majeure or fortuitous event may only be approved provided

the events that originated them are within the updated critical route of the project.

The party that is affected shall have a maximum term of seven (7) days of the occurrence, to

submit its request of suspension to the other party, enclosing a report, which should support at

least the following:

a. The occurrence of the event, indicating the commencement date and the estimated term of

total or partial suspension of the obligations.

b. The obligation or affected condition.

c. The degree of expected impact regarding the obligation or affected condition.

d. The mitigation measures that were adopted.

e. Proposal of insurance regime, Contractual guarantees and other obligations which

compliance are not directly affected by the event.

f. Other actions derived from these events.

In a term no later than five (5) days counted since the date of communication of the suspension request, the party that has received it shall send its opinion to the other party; otherwise, it shall be understood that it is favorable.

The suspension declaration by force majeure or fortuitous event shall not generate right of compensation between the parties.

If the affected party does not submit the suspension request within seven (7) days of the occurrence of the event, it shall be understood that said event is not an impediment for the compliance of the obligations under its charge.

10.5 In case that one of the parties does not agree with the qualification of the event such as force majeure or fortuitous event, or its consequences, it may apply to the procedure of dispute settlement indicated in Clause 14.

10.6 For the construction stage that comprises from the Closing Date until the Commercial Operation Commissioning neither party shall be liable for the non-performance of an obligation or partial, late or defective performance during the term in which the obligatory party is affected by force majeure and always stating that such a cause prevented its enforcement.

10.7 For the stage of operation that starts with the Commercial Operation Commissioning, shall correspond that the evaluation of the temporary variation of the supply conditions for cause of force majeure or fortuitous event or others shall be governed by the guidelines approved with such purpose by OSINERGMIN, and the Applicable Laws.



The investigation, allocation of responsibilities, determination and payment of compensations, revision or challenge, and any other issue related to the Technical Quality Standard of Electric Services and its complementary rules shall be governed by the provisions set forth by said standard, its complementary regulations, amendments, and the Applicable Laws.

10.8 In all matters not foreseen by the guidelines approved by the OSINERGMIN, the provisions of Clauses 10.1 to 10.5 shall apply, as applicable.

11. PENALTIES AND SANCTIONS

A.- Penalties for Contractual breaches

11.1 For each calendar day of delay in the start of the Commercial Operation Commissioning, as indicated in Annex No. 7 and considering the extensions of the term provided according to Clause 4.3, the Concessionaire shall pay to the Grantor, a penalty that will be calculated as follows:

AGUAYTÍA-PUCALLPA 138 kV TRANSMISSION LINE (second circuit)

a) US$ 8, 333,00 (Eight thousand three hundred and thirty three and 00/100 Dollars), for each one of

the first thirty (30) calendar days of delay.

b) US$ 16,667,00 (Sixteen thousand six hundred and sixty seven and 00/100 Dollars), for each one

of the thirty (30) calendar days of delay following to the period indicated in a).

c) US$ 25,000,00 (Twenty five thousand and 00/100 Dollars), for each one of the ninety (90)

calendar days of delay following to the period indicated in b).

11.2 The assumptions of breach referred to in Clause 11.1, shall imply the obligation top ay the respective penalty, without any prior intimation, and its payment does not imply the release of the Concessionaire to fulfill the respective obligation.

11.3 The payment of penalties referred to in Clause 11.1, is subject to the following rules:

a) Said payment will be required in writing by the Grantor to the Concessionaire, indicating the

banking account where the corresponding amount should be deposited, which should occur

within ten (10) days following to the reception of the requirement.

Within the referred term the Concessionaire may contradict the provenance of the payment

requirement, in which case there shall be a controversy that will be settled according to the

provisions of Clause 14.

The term provided in Literal a) of this Section for the deposit of penalties, will be suspended

before the contradiction of the provenance of the payment requirement by the

Concessionaire, restarting the calculation of said term if its imposition is confirmed.

b) Once the controversy is settled favorably to the Grantor, whether by direct deal or by

arbitral award, or after expiration of the term of ten (10) days indicated in the previous

Literal a), without the Concessionaire contradicts the payment requirement, it shall be

understood that the payment obligation of the penalty is enforceable.

In this case, the payment obligation of the penalty shall be complied the following day of the

expiration of the referred term, or at the following three (03) days of the notification made to

the Concessionaire with the arbitral award or at three (03) following days when the

controversy is settled by direct negotiation, as appropriate.



c) In case the Concessionaire does fails to pay the penalty, the Grantor shall have the right to

request the execution of the respective guarantee.

11.4 The occurrence of any of the following events shall be penalized with the payment of two

million and 00/100 Dollars (US$ 2 000 000,00):

The breach or partial, late or defective compliance of the provisions set forth in the award that

is issued as consequence of the controversy referred to in the third paragraph of Clause 5.13

of the Contract, or in the communication referred to in the second paragraph of the same

clause, as appropriate.

Also are applied for this penalty the rules of Clauses 11.2 and 11.3.

B.- Administrative Sanctions for regulatory breaches

11.5 The breach of the regulatory provisions referred to in Clause 5.7 will be sanctioned by the

OSINERGMIN, according to the Classification of Infringements and Sanctions Scale

established for that purpose, which does not exclude the compensations for bad quality of

supply or bad quality of service specified in the NTCSE, as appropriate.

12. GUARANTEES

12.1 In order to guarantee the faithful fulfillment of obligations that correspond according to the

Contract, and Applicable Laws, including the payment of penalties established in Clause 11.1,

the Concessionaire shall deliver to the Grantor a letter of guarantee, according to the following

rules:

a) The letter of guarantee shall be jointly and several, irrevocable, unconditional, without

benefit of excussio, or division and automatically enforceable, issued by any of the banking

entities indicated in Annex N° 6 of the Bid Terms, following the format and in the amount

indicated in Annex N° 4 of the Contract. Its delivery is a requirement for the closing date.

b) The letter of guarantee shall be in force since the closing date until one month after the Commercial Operation Commissioning. Said letter of guarantee will be granted for annual periods until complying with the effectiveness term previously described. Likewise, said letter of guarantee will be returned against the delivery of the letter of guarantee described

in Clause 12.2.

c) In case of delay of the Commercial Operation Commissioning, the letter of guarantee shall be renewed or extended until paying the penalty or is finally solved that payment of any penalty does not proceed, as the case may be.

12.2 In order to guarantee the faithful fulfillment of obligations that correspond according to the Contract, and Applicable Laws, including the payment of penalties provided in Clause 11.4, the Concessionaire shall deliver to the Grantor a letter of guarantee, according to the following rules:

a) The letter of guarantee shall be joint and several, irrevocable, unconditional, without benefit of excussio, or division and automatically enforceable, issued by any of the banking entities indicated in Annex N° 6 of the Bid Terms, following the format and in the amount indicated in Annex N° 4-A of the Contract.

b) The letter of guarantee shall be delivered on the date of Commercial Operation Commissioning and remain in force until six (06) months after the compliance of the effectiveness term of the Contract.



c) The letter of guarantee will be granted for annual periods and shall be renewed or extended until completing the transfer of Concession Assets or while subsist controversies related to the Contract or its termination.

12.3 In case of expiration of the letters of guarantee and they are not renewed or extended according to Clauses 12.1 and 12.2, the Grantor may totally execute the respective guarantee, in which case the funds resulting from the execution will be automatically constituted, without the need of any additional approval, in the corresponding guarantee, until the time when the Concessionaire delivers to the Grantor a new guarantee. After its delivery, the Grantor shall immediately proceed to deliver to the Concessionaire the funds resulting from the execution of the original guarantee, without interests.

12.4 In case of partial or total execution of the Performance Bond of the Contract or Guarantee of Operation, the Concessionaire is obliged to restore it to the original amount and in the same conditions established in Clauses 12.1 and 12.2, which should be made within thirty (30) calendar days following to the date when the execution of said guarantee was made, whether partially or totally, except when it would have been executed in compliance to the provisions of the third paragraph of Clause 13.5. In case of expiration of said term without the Concessionaire complies with restoring the total amount, the Grantor may exercise his right of termination of the Contract provided in Clause 13.

12.5 The guarantees referred to in Clauses 12.1 and 12.2 are different and independent from that indicated in Article 25 i) of the Law of Electric Concessions.

13. TERMINATION OF THE CONTRACT

13.1 The Contract shall terminate for:

a) Term expiration.

b) Termination by mutual agreement.

c) Termination for breach of the Concessionaire

d) Termination for breach of the Grantor

e) Termination for unilateral decision of the Grantor

f) Termination for force majeure or fortuitous event

g) Expiration of Final Concession of Electric Transmission.

13.2 Termination for term expiration

The Concession shall terminate at the expiration of the term established in Clause 3, unless there is an extension or suspension of the Concession term.

13.3 Resolution by mutual agreement

The Contract shall terminate, at any time, by written agreement between the Concessionaire and the Grantor. Minimum sixty (60) days before the implementation of the agreement, the Concessionaire shall communicate to the Allowed Creditors this fact.

13.4 Resolution for breach of the Concessionaire

Without prejudice of the penalties that proceed, the Contract may terminate in case the Concessionaire incurs in serious breach of his Contractual obligations. Without prejudice of the penalties and application of sanctions that proceed, it shall be considered as grounds of serious breach of obligations of the Concessionaire, those expressly indicated in the Contract, among which are the following:



a) It shall be verified, after the Contract subscription, that any of the statements formulated in Clause 2.1 is false.

b) Delay for more than one hundred and fifty (150) calendar days in any of the milestones indicated in Annex No. 7, about the terms provided in the same annex.

c) The non-renewal, extension or restoration of guarantees, according to the provisions of Clause 12.

d) Not operate the Power Line, without justified cause, under the Applicable Laws.

e) If, after being administratively sanctioned by the OSINERGMIN, it persisted in not complying with its obligations to provide the service in the terms prescribed and according to the security standards and quality standards established in the Contract and in the relevant technical standards, provided that said sanctions would have been firm in administrative and judicial instance if the respective administrative contentious process has been filed.

f) The partial or total transfer of the Contract, by any title, without prior approval of the Grantor.

g) The sanction with no tax administrative fines issued by the Grantor or the OSINERGMIN, that in one (1) calendar year, calendar year is understood as each period from January 1 to December 31, exceed ten percent (10%) of the Tariff Base of the previous year, provided that said fines would have been firm in administrative or judicial instance if the respective contentious process would have been filed. This ground is applicable since the second year of commercial operation.

h) The start, at the request of the Concessionaire of a merger procedure, Split or transformation of corporations or other corporate reorganization, without the corresponding authorization of the Grantor.

i) The declaration of insolvency, bankruptcy, dissolution or liquidation.

j) The start, at the request of the Concessionaire, of a corporate process, administrative or judicial for its dissolution or liquidation.

k) The declaration made by the Competent Governmental Authority through firm resolution that determines the serious alteration of the environment, of the cultural heritage of the nation and/or the natural resources, as a result of the fraudulent or negligent breach of the recommendations of the Environmental Management Instrument or the corresponding

social environmental management document.

l) The disposal of the Concession Assets in a different form than provided in the Contract by the Concessionaire, without prior and written authorization of the Grantor.

m) The consensual judgment of a crime of public action in prejudice of the Grantor that generates a serious impact in the Concession.

n) The issuance of a consensual court order or enforceable or a firm administrative decision that prevents the Concessionaire to make a substantial part of his business or that imposes an embargo, encumbrance or seizure that totally or partially affects the Concession Assets, provided that any of these measures is in force during more than sixty (60) calendar days.

o) The breach to hire the insurances or the hiring of them without providing the conditions provided in Clause 7.

p) The hiring of financing Contracts referred to in Clause 9.1 without including the provisions indicated in Clause 9.4, or having included them, it shall fail to comply with them.

q) The unjustified, serious and reiterated breach, of any obligation established in the Contract or the Applicable Laws, different to those indicated in the preceding literals.

13.5 The Grantor may also terminate the Contract, if the Qualified Operator during the required term in the Contract:



a) Does not preserve the Minimum Participation.

b) Does not maintain or exercise the right and the obligation to control the technical operations.

c) Is declared in insolvency, bankruptcy, dissolved or liquidated.

The assumptions referred to in Clause 13.4, and Clause 13.5, are grounds of resolution, only if there is a written requirement, the required party does not correct, at the satisfaction of the other party, the breach situation, within thirty (30) calendar days, extended up to thirty (30) additional calendar days, counted since the date of reception of the communication. In case the breach is irremediable, the termination of the Contract will occur with the reception of the communication sent by the Grantor.

In case of termination of the Contract according to Clauses 13.4 or 13.5, the Grantor shall be expressly authorized to execute the Performance Bond of the Contract or the Guarantee of Operation, as appropriate, without the right to any reimbursement to the Concessionaire. Likewise, the Grantor shall have the right to appoint the auditor of the Concession, according to Clause 13.11 and following of the Contract.

13.6. Termination for breach of the Grantor

The Concessionaire may terminate the Contract if the Grantor incurs in serious breach of his Contractual obligations, which is detailed as follows:

a) If any of the terms indicated in Annex N° 7 is extended for more than six (6) months, due to an action or omission by a Competent Governmental Authority according to indications made in Clause 4.3; and

b) The term provided in Article 24 of Supreme Decree No. 001-2012-MC or its amendment is extended in eighteen (18) additional months.

c) The sum of compensations, restrictions or differences for location, as defined in Annex N° 9, exceed 15% (fifteen percent) of the Investment Cost described in literal b)of Clause 8.1

d) The Grantor fails to comply, unjustifiably, seriously and reiterated any of the obligations that correspond according to the Contract or to the Applicable Laws.

e) Unjustified breach of the procedure provided for restoring the economic and financial balance established in the Contract.

f) Within the framework of the process of Prior Consultation performed by the Grantor, he would decide to do not grant the final Concession of electric transmission in spite that the Concessionaire would have proved the compliance of the requirements established in Article 25 of the Law of Electric Concessions.

The serious breach for cause attributable to any of the parties shall entitle the affected party to: 1) terminate the Contract or 2) require, by notarial mean, to the offending party the correction of the breach if it deems as relevant.

In case of requiring the correction, the offending party shall have a term of thirty (30) calendar days, extended up to thirty (30) additional calendar days, counted since the date of reception of the requirement, to correct the breach.

13.7 Termination for unilateral decision of the Grantor

For reasons of public interest duly motivated, the Grantor has the power to terminate the Concession Contract, and should previously notify in writing to the Concessionaire with an anticipation not less than six (6) months of the term provided for the termination of the Contract. In equal term it shall notify said decision to the Allowed Creditors.

The referred communication should be also subscribed by the Competent Governmental Authority to attend the problem of public interest.



During these six (6) months, the Concessionaire shall not be obliged to comply with those obligations established in the Contract that imply the realization of additional investments, except those of scheduled replacement of assets.

13.8 Termination for force majeure or fortuitous event

The Grantor or the Concessionaire shall have the option to terminate the Contract for force majeure or fortuitous events, provided it is verified that they are any of the events mentioned in Clause 10 and the maximum suspension term has expired.

Additionally, in order that the force majeure event or fortuitous event is considered a ground of termination of the Contract it must:

a. Prevent any party to comply with the obligations under its charge or cause its partial, late or defective compliance during a term of 12 continuous months since the event started; and

b. Mean a loss in the operational capacity higher than sixty percent (60%) of the capacity reached at the time of the occurrence of the fortuitous event of Force Majeure.

13.9 Expiration of the Final Concession of Electric Transmission.

The Grantor may terminate the Concession Contract, if, it would have been firm in administrative and judicial instance and if the respective administrative contentious process would have been filed, the resolution that declares the expiration of the final Concession.

13.10 To terminate the Contract, the following procedure shall be followed:

a) The party affected with the breach or the event that would cause the termination, shall communicate in writing to the other party by notarial mean, its intention to terminate the Contract, describing the breach or event and indicating the respective cancellation clause.

b) After receiving the notarial letter of termination of the Contract, the recipient thereof may declare his disagreement with the existence of a termination ground, for which purposes should send to the other party a notarial letter, which should be received in a maximum term of fifteen (15) days, counted since the date of reception of the first notarial letter. In this case it shall be understood that there is a conflict or controversy regarding the termination of the Contract, and shall apply Clause 14.

c) After expiration of the referred term of fifteen (15) days without the recipient of the first notarial letter expressing his disagreement, the Contract will be understood as terminated on the date of reception of said letter.

d) After declaring the termination through award or after the assumption of literal c) occurs, the following clauses shall proceed.

13.11 After occurring any of the cases provided in Clause 13.1, the Grantor shall proceed to the intervention of the Concession. This process involves making the corresponding bidding. The process of intervention is subject to the following rules:

a) The intervention is a process that begins:

i) On the date established by the parties, in case of termination by agreement of the parties.

ii) Twelve (12) months before the date foreseen for the expiration of the Contract term, in case of termination for expiration of the Contract term.

iii) On the date that the Grantor shall indicate, under the Applicable Laws, in case of termination of the Contract of Final Concession of Electric Transmission. The judicial contradiction of the supreme resolution that declares the expiration of said Contract, does not postpone the start of the intervention.



iv) Ten (10) days after the award notification referred to in Clause 13.10.d), or of producing the tacit consent referred to in Clause 13.10.c), as appropriate; in case of termination of the Contract for resolution thereof.

b) The finalization of the intervention is subject to the following rules:

i) The process concludes eighteen (18) months after the start of the intervention or when the new Concessionaire enters, whichever comes first.

ii) The Grantor shall assume the full and direct management of the Concession Assets and the provision of the service, while culminating the transfer of the Concession in the following cases:

If the new Concessionaire would not have been elected after eighteen (18) months of intervention, unless the parties agree on the continuation of the participation of the Concessionaire.

If during the process of intervention the Concessionaire becomes insolvent, or if for any reason it will be unable to maintain the service or implement the instructions given by the controller.

iii) If the termination of the Contract is produced by declaration of expiration of the Final Concession of Electric Transmission and the Concessionaire would have decided to judicially contradict said declaration, the intervention will extend throughout the period that delays the conclusion of the contradiction, being at that time applicable the provisions of the preceding paragraphs i) and ii).

c) The controller may a person, a committee of natural persons or a direction or body of the

Ministry of Energy and Mines, upon election of the Grantor, and shall have, by the only

merit of its appointment, the broadest powers to:

Determine the actions of administrative nature that allow the continuation of the

operation of the Power Line; and,

Determine the actions of technical nature that allow the timely and efficient provision of

the service.

d) The Concessionaire is obliged to comply with the instruction of the controller. However, it

may request its reconsideration before the General Direction of Electricity of the Ministry

of Energy and Mines, which should be solved in a term of five (5) days, otherwise it will be

accepted. The Concessionaire shall not be responsible for damages derived from the

controller instructions.

e) The total expenses incurred by the intervention shall be borne by the Concessionaire,

except when the intervention is produced for a cause attributable to the Grantor. In this

last case, the expenses of the intervention shall be subject to the provisions of Literal a) of

Clause 13.14.

f) The Concessionaire shall have the right to receive all the income generated by the

Concession during the intervention, without prejudice of the provisions of the previous

paragraph e).

13.12 The Grantor shall organize and carry out the bidding of the Concession, which shall be

subject to the following rules:

a) The Ministry of Energy and Mines, or PROINVERSIÓN by order of the first, have the

broadest powers to organize, call and execute a public tender for the transfer of the

Concession and delivery of the Concession Assets to the new Concessionaire, within a

term no later than nine (09) months, since the date when the resolution is declared, or is

given the award, as the case may be, according to Clause 13.10.



b) The bidders for the tender will be qualified by the Grantor or PROINVERSIÓN, as

appropriate. In case of termination of the Contract by expiration of the final Concession of

electric transmission or by termination for breach of the Concessionaire, the

Concessionaire, its main partners and related companies of both may not appear as

bidders.

c) The competence factor for the tender will be, as appropriate:

i) That established by the applicable laws and provisions, in case of termination of the

Concession for expiration of the Contract term.

ii) An amount of money, in case of termination of the Concession for grounds different to

the expiration of the Contract term. If the event is prior to the Commercial Operation

Commissioning, the base amount of the first call of the tender shall not be less than

the book value of the Concession Assets beside the existing pre operational expenses

(provided they are not comprised within the Concession Assets and that are approved

by the Grantor), including interests during the construction stage, calculated on the

date of termination of the Concession.

If the event is produced after the Commercial Operation Commissioning, it shall only

be recognized the total book value of the Concession Assets. In case there are no

bidders and if there is a second call, the Grantor in the new call may reduce up to

twenty five percent (25%) the base amount of the immediate previous call.

d) If a call is unsuccessful or the corresponding Contract is not subscribed, they may not

take more than sixty (60) days for the publication of the following call.

e) The awardee of the public tender will be the person who submits the best economic proposal for the Concession, in the terms of the respective bid terms. In the case referred to the previous paragraph c).ii), the payment made by said awardee should be made in cash and in dollars.

f) The new Concessionaire shall subscribe with the Grantor a new Concession Contract, which shall be formulated by the Grantor or PROINVERSIÓN, considering the applicable laws and provisions in force at that time.

g) In case of termination of the Concession for expiration of the Contract term, the tender of the Concession shall only take place if the Transmission Plan in force determines the need of the continuation of the service under the Applicable Laws.

h) In the case referred to in Clause 13.12.c).ii), if the tender is not called for first or second time, if the second call is unsuccessful or if the Contract is not subscribed, the Grantor shall be obliged to pay, whichever is less, between: i) the value of the base amount of the first or second call; or ii) the book value of the Concession Assets, plus the pre operational expenses (provided they are not comprised within the Concession Assets and that are approved by the Grantor), if the event is prior to the Commercial Operation Commissioning; or iii) the book value of the Concession Assets if the event occurs after the Commercial Operation Commissioning. The term for the payment will be sixty (60) days calculated since the expiration of the term referred to in Sections 13.12 a) and 13.12 d), as appropriate.

The value to pay will be considered as the “product of the tender” under Clause 13.14. The aforementioned is not applicable to the obligation of payment of the Grantor described in Clause 13.17.

i) If the Contract terminates by resolution due to a cause different to Total Destruction, and the Grantor determines that the Power Line should not operate, the Grantor shall be



obliged to pay the book value of the Concession Assets. The value to pay will be considered as the “product of the tender” under Clause 13.14.

13.13 The transfer of the Concession Assets shall be subject to the following rules:

a) The Concession Assets will be delivered to the new Concessionaire, to the Grantor or to the person it shall decide in case the Grantor assumes the full and direct management of the Concession, so as the Concession Assets may continue been operated by the new Concessionaire or the Grantor for the provision of the service uninterruptedly.

b) The Concessionaire shall transfer the Concession Assets to the State, free of charges or encumbrances.

c) Among the assets to be delivered, the following technical information will be included:

(i) File of blueprints as the premises have been built.

(ii) Projects and studies performed related to the Power Line.

(iii) Technical information about each one of the Concession Assets in good operational conditions, except for the normal wear as consequence of the time and normal use. The parties shall subscribe a minutes of delivery.

d) The Concessionaire should provide full cooperation; to make an ordered delivery of the Concession Assets, so as there is no interruption in the provision of the service. The Concessionaire shall provide the public deeds and other private or public documents required for the transfer of the Concession, including assignment of rights, assignment of Contractual position or other Contracts.

e) In all cases of termination of the Concession and for purposes of the provisions of Article 22 of the TUO of the regulations with force of law that regulate the delivery in Concession to the private sector of public works of infrastructure and public services, approved by Supreme Decree No. 059-96-PCM (TUO), in force according to the Single Complementary Provision Repealing of Legislative Decree No. 1224, it shall be understood that the Concession Assets are transferred to the State.

The transfer to the State of the Concession Assets shall be exempted from all taxes created or to be created, according to Article 22 and Regulation of Tax Benefits for private investment in Public Works of Infrastructure and Public Services, approved by Supreme Decree N° 132-97-EF.

f) All costs and expenses required for the transfer of the Concession Assets, will be borne by the Concessionaire.

13.14 The distribution of the product of the tender shall be subject to the following rules:

a) Of the amount obtained in the tender and far reach that amount, the controller shall deduct, if appropriate, the direct expenses in which he or the Grantor would have incurred associated to the process of intervention and tender; and then shall pay to the respective creditors:

i) The remunerations and other labor rights of workers of the Concessionaire, accrued to the date of payment and that remain unpaid.

ii) The amounts of money that should be delivered to the Allowed Creditors to meet all the financial obligations, including the principal in force and the interests and commissions accrued until the payment date.

iii) The taxes, except those that are guaranteed under the applicable laws and provisions.

iv) Any fine or penalty that would not have been satisfied by the Concessionaire.

v) Any other liability of the Concessionaire that is in favor of the State.

vi) Other liabilities not considered in the previous literals.



The priority for payment of the aforementioned items will be that indicated, unless that for applicable laws and provisions a different priority is applicable.

b) The remaining balance, if any, will be delivered to the Concessionaire, up to a maximum equivalent to the book value of the Concession Assets. If the remaining balance is higher than said value, the difference shall correspond to the State.

The net amount to pay, will be cancelled by the Grantor to the Concessionaire in cash, in dollars and within the term of sixty (60) days counted since the awardee of the tender makes the payment of the price offered thereof, recognizing the interests accrued for the period elapsed since the date when the new Concessionaire made the payment or start to operate the premises, whichever is first. Said interests will be calculated with an rate equivalent to the average of six (6) months prior to the payment date, corresponding to the active rate in dollars, in force in the Peruvian Financial System.

13.15 In the case of termination of the Contract for expiration of the Contract term, the Concession

and the Concession Assets are transferred to the State without any cost, except the

remaining value of the Reinforcements that would have been executed during the

effectiveness of the Contract. Said value will be calculated by the OSINERGMIN, and will be

paid: i) by the incoming Concessionaire, when assuming the operation of the respective

installation, or, ii) by the State, no later than six (6) months after the expiration of the

Contract.

13.16 In case of Total Destruction, the procedure is as follows:

a) The parties shall evaluate the technical and economic convenience to restore damages

and the terms and conditions in which shall be made the reconstruction and the

resumption of the service.

b) The Contract shall be automatically terminated if sixty (60) days elapse since the Total

Destruction, without the parties would have agreed according to the previous literal.

c) The benefits received from the insurances plus the amounts obtained from the tender of

the Concession Assets not affected by the Total Destruction, will be considered as the

“product of the tender” under Clause 13.14, and the fiduciary referred to in Clause 7.4 b)

shall pay the debts of the Concession, following the order established in Clause 13.14.

13.17 If the Concession ends for the ground provided in Clause 13.6 and 13.7, the following rules

shall be applied:

a) Without prejudice of the provisions set forth in Clause 13.12, the Grantor shall pay to the

Concessionaire, for all concept, including the transfer of the Concession Assets to the

Grantor and the indemnification, referred to in Articles 22 of the TUO and Section 24.1 of

Article 24 of Legislative Decree No. 1224, respectively, the following:

a.1 When the termination is made before the Commercial Operation Commissioning, the

book value of the Concession Assets and the existing pre operational expenses,

provided they are not comprised within the Concession Assets and that are approved

by the Grantor. The pre operational expenses shall include among others, the

collateral costs associated to the termination of the Contract; and the interests during

the construction stage, calculated on the date of termination of the Concession.

a.2 When the termination is made after the Commercial Operation Commissioning, the

amount that is higher between:



i. The present value of the cash flows of the project that would have generated

during the balance of the Contract term, using a discount rate of 12% nominal in

dollars.

ii. The book value that the Concession Assets would have on the date of termination

of the Concession.

b) The calculation of the amount to pay will be made by an expert appointed by the parties.

c) From the amount calculated according to Literal b), the Grantor shall discount the

concepts indicated in Clause 13.14.a), except the expenses made by the controller and

the Grantor, associated to the process of intervention and tender.



d) The net amount to pay will be cancelled by the Grantor to the Concessionaire in cash, in

dollars and within the term of sixty (60) days counted since that amount remained firm,

recognizing the interests accrued for the period elapsed since the date when the

termination operated until the effective cancellation, with a rate equivalent to the average

of six (6) months prior to the payment date, corresponding to the active rate in dollars, in

force in the Peruvian Financial System.

13.18 For purposes of Literal q) of Clause 13.4 of the Contract, it shall be considered an unjustified,

serious and reiterated breach of the Concessionaire, the breach of any of the activities

requested by the Grantor, indicated in the second paragraph of Clause 5.13 of the Contract.

13.19 At the termination of the Contract, except indications made in the third paragraph of Clause

13.5, the Grantor shall return to the Concessionaire the Performance Bond of the Contract or

the Guarantee of Operation, as appropriate. The return of the respective guarantee will be

made no later than thirty (30) days after concluding the transfer of the Concession Assets,

provided there is no controversy related to the Contract or its termination.

14. DISPUTE SETTLEMENT

14.1 Applicable Laws and Provisions

The Contract will be governed and interpreted under the Applicable Laws. Therefore, the

parties express that the content, execution, controversies and other consequences arising

from it, shall be governed by said legislation.

14.2 Application Scope

This clause regulates the solution of all those controversies that are generated between the

parties during the Concession and those related to the termination of the Concession

Contract.

The decisions of the Regulators or other Competent Governmental Authorities may not be

subject matter of direct negotiation or arbitration, which are dictated in execution of their

administrative competences attributed by express regulation, which path is the administrative

claim.

14.3 Interpretation Criteria

The Contract shall be interpreted as a unit and in no case each one of its clauses

independently.

In case of divergence in the interpretation of this Contract, the following priority order will be

followed to solve said situation:

a. The Contract and its amendments;

b. The circulars referred to in the Bid Terms; and

c. The Bid Terms.

The Concession Contract is only subscribed in Spanish. If there is any difference between any

translation of the Contract and it, the text of the Contract in Spanish shall prevail. The

translations of this Contract shall not be considered for purposes of its interpretation.

The terms established shall be calculated in days, calendar days, months or years, as

appropriate.



14.4 Waiver to Diplomatic Claims

The Concessionaire and its partners, shareholders or holders of participatory interests

expressly, unconditionally and irrevocably waive to any diplomatic claim, for the controversies

or conflicts that might arise from the Contract.

14.5 Direct Negotiation

The parties declare that it is their will that all conflicts or uncertainties of arbitration nature, with

legal relevance that might arise regarding the interpretation, execution, compliance and any

aspect related to the existence, validity or efficacy of the Contract or resolution of the

Concession, shall be settled by direct negotiation between the parties, within a term of sixty

(60) days counted since the date when a party communicates to the other party, the existence

of the conflict or uncertainty with legal relevance.

In case of international arbitration, the period of negotiation or direct deal will be six (6)

months. Said term will be calculated since the date when the party that invokes the clause

notifies its request to start the direct negotiation in writing, including detailed information

(background, facts, controversy points, claims and proposals of alternatives of dispute

settlement) to the Ministry of Economy and Finance in its capacity of Coordinator of the

Coordination System and Reply of the State in International Investment Controversies, by

virtue of the provisions of Law N° 28933 and its regulation approved by Supreme Decree N°

125-2008-EF.

The terms referred to in the previous paragraphs may be extended by jointly decision of the

parties, agreement that should be recorded in writing, provided there are real possibilities that,

counting with this additional term, the conflict will be settled through direct negotiation.

Likewise, in the direct negotiation stage prior to the start of a national arbitration, the parties

may agree the intervention of a third neutral, called conciliator.

The conciliator will be appointed by the parties directly or by delegation by the center or

institution that manages alternative mechanisms of dispute settlement, subject to the

provisions established in Articles 69 to 78 of Supreme Decree N° 410-2015-EF. The

Conciliator shall propose a formula of dispute settlement that if accepted partially or totally by

the parties shall produce the legal effects of a transaction and consequently, the quality of res

judicata and enforceable.

The provisions made in the preceding paragraph related to the conciliator, shall not apply when the controversy is addressed to the international mechanism of dispute settlement referred to in Law N° 28993, where direct negotiation will be assumed by the Special Commission.

In case the parties, within the term of direct negotiation, do not solve the conflict or uncertainty, they shall define it as a conflict or uncertainty of technical or non-technical nature, as the case may be. When the parties do not agree regarding the nature of the controversy, both parties shall support their position in a written communication that should be sent to the counterpart. In it they shall explain the reasons by which they consider that the controversy is of technical or non-technical nature.

The conflicts or technical uncertainties will be settled according to the procedure provided in Literal a) of Section 14.6 of Clause 14. The conflicts or uncertainties that are not of technical nature will be settled according to the procedure provided in Literal b) of Section 14.6 of Clause 14.



In case the parties do not agree within the term of direct negotiation if the conflict or controversy is a Technical Controversy or Non-Technical Controversy, or in case the conflict has components of Technical Controversy and Non-Technical Controversy, then said conflict or uncertainty shall be considered as a Non-Technical Controversy and should be settled according to the respective procedure provided in Literal b) of Section 14.6 of Clause 14.

14.6 Arbitration

Modalities of arbitration procedures:

a. Arbitration of Conscience.- All and each one of the Technical Controversies that may not be directly settled by the parties within the term of direct negotiation shall be submitted to an arbitration of conscience, according to Section 3 of Article 57 of Legislative Decree N° 1071, whereby the arbitrators shall settle according to their best knowledge and belief. The arbitrators may be national or foreign experts, but in all cases they shall have wide experience in the matter of the respective Technical Controversy, and should not have conflict of interests with any of the parties at the time and after their appointment as arbitrators.

The Arbitral Tribunal may request to the parties the information it deems necessary to settle the Technical Controversy it knows, and as consequence of it may submit to the parties a proposal of conciliation, which may be or not accepted by them. The Arbitral Tribunal may act all the evidentiary means and request to the parties or third parties the evidentiary means it considers as necessary to settle the proposed claims.

The Arbitral Tribunal shall prepare a preliminary decision that will be notified to the parties within thirty (30) days following to its installation, and the parties shall have a term of five (5) days to prepare and deliver to the Tribunal their comments to said preliminary decision. The Arbitral Tribunal shall issue its final decision on the Technical Controversy arisen within ten (10) days following to the reception of the comments of the parties, to their preliminary decision or to the expiration of the term to submit said comments, whichever comes first. The procedure for the settlement of a Technical Controversy shall be carried out in the city of Lima, Peru. Exceptionally, and for the nature of the concrete case, the arbitral tribunal shall transfer to another location only with the purpose to act the evidentiary means as an expertise, an ocular inspection or other evidentiary mean that is necessary to act in another

location, for a term no later than ten (10) days.

The members of the Tribunal shall keep absolute reserve and keep confidentiality on all the

information they know for the participation in the resolution of a Technical Controversy.

The controversy shall be settled through national arbitration and shall be managed by the

Center of Arbitration of the Chamber of Commerce of Lima, Center of Analysis and Dispute

Settlement– PUCP, Center of Arbitration of the Bar Association of Lima or the Chamber of

American Commerce of Peru - AMCHAM, in everything not foreseen in this Contract. If

there is no agreement for the management of the arbitration, the party that requested the

start of the arbitration shall decide.

b. Legal Arbitration.- The Non-Technical Controversies will be settled through legal arbitration,

according to Sections 1 and 2 of Article 57 of Legislative Decree N° 1071, procedure

whereby the arbitrators shall settle according to the applicable Peruvian legislation. The

legal arbitration may be local or international, according to the following:

i. When Non-Technical Controversies have an involved amount higher than thirty million of

dollars of the United States of America (US$ 30 000 000) or its equivalent in national

currency, the parties shall try to settle the controversies through direct negotiation, within



a term of six (6) months established in Section 14.5 of Clause 14, and may be extended

by jointly decision of the parties in the established terms.

If the parties do not agree within the term of direct negotiation referred to in the

preceding paragraph, the controversies will be settled through international legal

arbitration, through a procedure according to the Rules of Conciliation and Arbitration of

the International Center of Arrangement of Differences Related to investments (CIADI),

established in the Agreement on Arrangement of Differences Related to Investments

between States and Nationals of other States, approved by Peru through Legislative

Resolution No. 26210, to which regulations the parties are submitted unconditionally.

For purpose of processing the procedures of international legal arbitration, according to

the rules of arbitration of the CIADI, the Grantor on behalf of the State of the Republic of

Peru shall declare that the Concessionaire should be considered as “National of other

Contracting State” for being submitted to the foreign control according to Literal b) of

Section 2 of Article 25 of the Agreement on Arrangement of Differences Related to

Investments between States and Nationals of Other States, and the Concessionaire

shall accept to be considered as such.

The arbitration shall be held in the city of Washington D.C., United States of America,

and will be conducted in Spanish language, and the arbitral award should be issued,

according to the provisions of the corresponding arbitral regulations of the administrator

institutions of arbitration.

If for any reason the CIADI decides to be no competent or declines to assume the

arbitration promoted by virtue of this clause, the parties shall accept in advance to

submit the controversy in the same terms indicated in the Rules of Arbitration of

UNCITRAL (Commission of the United Nations for International Trade Law). In this

case, the arbitration will be held in Lima, Peru, in Spanish language, applying the

Peruvian Law.

Alternatively the parties may agree to submit the controversy to another different

jurisdiction, if they deem convenient.

ii. The Non-Technical Controversies where the amount involved is equal or lower than

thirty million dollars of the United States of America (US$ 30 000 000), or its equivalent

in national currency, and those controversies of pure law that are not quantifiable in

money, will be settled through legal arbitration and shall be managed by the Center of

Arbitration of the Chamber of Commerce of Lima, Center of Analysis and Dispute

Settlement– PUCP, Center of Arbitration of the Bar Association of Lima or the Chamber

of American Commerce of Peru - AMCHAM. If there is no agreement, for the

management of the arbitration, the party that requested the arbitration shall decide.

The arbitration shall be held in the city of Lima, Peru, and will be conducted in Spanish

language, and the arbitral award shall be issued within one hundred and eighty (180)

calendar days after the date of installation of the Arbitral Tribunal. Exceptionally, the

award may be issued outside this term when the Arbitral Tribunal considers that it is

essential to act evidentiary means such as expertise or ocular inspections outside the

city where the arbitral procedure is carried out, within a term previously agreed by the

parties.

14.7 Common Procedural Rules



Both for the Arbitration of Conscience and for the Legal Arbitration referred to in this clause, whether in its international or national modality, shall equally apply the following general provisions:

a. The Arbitral Tribunal will be composed by three (3) members. Each party shall appoint one arbitrator and the third will be appointed by agreement of the two (2) arbitrators appointed by the parties, who shall perform as president of the Arbitral Tribunal.

For the case of legal arbitration and arbitration of national conscience, if the two arbitrators do not agree on the appointment of the third arbitrator within thirty (30) days following to the date of the appointment of the second arbitrator, the third arbitrator shall be appointed by the center of selected arbitration. On the other hand, for the case of international legal arbitration, the parties may agree the term they deem as convenient, for in the case of not agreeing on the appointment of the third arbitrator, it shall be the CIADI who decides.

For the case of legal arbitration and national conscience arbitration, if one of the parties do not appoint the arbitrator that corresponds within the term of thirty (30) days counted since the date of reception of the respective request for appointment, it shall be considered that it has waived to its right and the arbitrator shall be appointed upon request of the other party by the center of national arbitration. On the other hand, in the international legal arbitration, the parties may agree the term they deem convenient, for in case that one of the parties does not appoint the arbitrator that corresponds, it shall be appointed, upon request of the other party, by the CIADI.

b. The arbitrators may replace, at their discretion, any difference or gap existing in the legislation or in the Contract, through the application of the general principles of law and the agreements, conventions and/or treaties from which the Republic of Peru is signatory.

c. The arbitrators shall allow the participation of the Regulator for the arbitral processes where are discussed the decisions and issues related to the competence of said regulator.

d. The award to be issued will be integrated to the Contractual rules established in the Concession Contract.

e. The parties agree that the award issued by the Arbitral Tribunal will be final and unappealable. In this sense, the parties shall consider it as judgment of last instance, with

authority of res judicata. Consequently, the parties declare that it shall be mandatory, of final compliance and immediate execution, except the case, where occur the grounds foreseen in Articles 62 and 63 of Legislative Decree N° 1071, in Articles 51 and 52 of the CIADI Agreement or in the regulations on the matter, as the case may be.

f. During the development of the arbitration the parties shall continue with the execution of their Contractual obligations, to the extent possible, even with those that are subject matter of arbitration. If the matter of arbitration were the compliance of the guaranteed obligations according to Clause 12, if applicable, shall be suspended the respective term and said guarantee may not be executed for the reason that originated the arbitration, and should be in force during the arbitral procedure.

g. All the expenses incurred by the resolution of a Technical Controversy, or Non Technical, except the fees of the arbitrators who participate in the resolution of a controversy, will be covered by the losing party. Equal rule shall be applied in case the defendant or counterclaim party recognizes or accepts the claim of the plaintiff or counterclaimant. Also shall assume the expenses the plaintiff or counterclaimant that desists from the claim. If the procedure ends without an opinion on the merits of the claim for cause of transaction or conciliation, the referred expenses shall be covered in equal parts by the plaintiff and



defendant. Likewise, if the award partially favors the positions of the parties, the Arbitral Tribunal shall decide the distribution of the referred expenses.

The costs and expenses such as fees of advisors, internal costs or others that are attributable to a party individually are excluded from the provisions set forth in this clause.

The fees of the arbitrators will be paid by the parties in equal proportion.

15. ECONOMIC-FINANCIAL BALANCE

15.1 The parties recognize that the Contract, on the closing date, is in a situation of economic and

financial balance in terms of rights, responsibilities and risks assigned to the parties.

15.2 This clause provides a mechanism of restoration of economic and financial balance, which are

entitled the Concessionaire and the Grantor, in case the Concession is affected, exclusive and

explicitly due to changes in the applicable laws and provisions, to the extent that it has

exclusive relation with economic and financial aspects related to the variation of income,

investment costs or operation costs and maintenance related to the provision of the service.

15.3 Any of the parties that considers that the economic and financial balance of the Contract is

affected, may invoke its restoration, proposing in writing to the other party and with enough

support the solutions and procedures to follow for its restoration.

15.4 On the matter, the parties shall ratify or reject invoking the rupture of the economic and

financial balance by one of the parties, and determine the amount of compensation that allows

the restoring of said balance.

15.5 The economic and financial balance will be restored if, as consequence of indications made in

Section 15.2, and comparing what would has happened in the same period if changes would

not have occurred referred to said section:

a) Vary the investment costs made by the Concessionaire since the closing date until the

Commercial Operation Commissioning in an equivalent to ten percent (10%) or more of the

investment cost indicated in Literal b) of Clause 8.1, should consider for the restoration of

the economic and financial balance, the totality of the variation, or,

b) Income or operation and maintenance costs are affected of the service so as the

difference between the income less the operation and maintenance costs of the

Concessionaire in the operation of the service, during a period of twelve (12) consecutive

months or more, vary in the equivalent to ten percent (10%) or more from the Tariff Base in

force.

15.6 If the economic and financial balance of this Contract is affected, as defined in the previous

section, the Concessionaire or the Grantor, may propose in writing to the other party and with

necessary support, the solutions and procedures to follow to restore the affected economic

and financial balance.

The restoration of the economic and financial balance shall consider the present value of the

effects in future cash flows of the Concessionaire. A copy of the request will be sent to the

OSINERGMIN, to issue an economic and technical opinion with relation to the request, which

should be evaluated by the Grantor, without binding character. This opinion should be sent to

the parties within the term of twenty (20) days.

15.7 The affected party may invoke breach of the economic and financial balance in the following

times:



a) Within six (6) first months counted since the Commercial Operation Commissioning, for the

provisions of Clause 15.5.a.

b) After twelve (12) months counted since the Commercial Operation Commissioning, for

provisions of Clause 15.5.b.

15.8 The restoration of the economic balance shall be made based on the audited financial

statements (or the information used in the preparation thereof) of the Concessionaire from the

period when the variations of income, investment costs or operation and maintenance costs

are verified.

If the Concessionaire has several Concessions, he shall deliver the additional necessary

information that supports the division of income or costs, as appropriate, among its several

Concessions.

Without prejudice of the aforementioned, the Grantor may request greater information that

supports the indicated variations. Additionally, the parties may agree to use different

documentation to the audited financial statements for the effects described in this clause,

provided it has due support.

15.9 If the parties do not agree on the result issued within ten (10) days of the notification to the

parties, any of them may consider that a Non-Technical Controversy was produced and shall

be settled according to the mechanisms of controversies regulated in this Contract.

15.10 It shall not be applicable the indications made in this clause for those changes produced as

consequence of the provisions issued by the Competent Governmental Authority, that fix

infractions or sanctions, or the application of penalties that are provided in the Contract or that

are as consequence of acts, facts attributable or the result of the performance of the

Concessionaire.



16. TAX REGIME

16.1 The Concessionaire shall be subject to the national, regional and municipal tax legislation that is applicable, and should comply with all the obligations of tax nature that correspond to the exercise of his activity. The Concessionaire will be obliged, in the terms indicated in the applicable laws and provisions, to the payment of all taxes, contributions and rates that are applied among others, to the Concession Assets or those that are built or incorporated to the Concession, whether said taxes are administered by the national, regional or municipal government, provided said taxes, contributions and rates are directly related to the exercise of the activities in merit of the Contract.

16.2 The Concessionaire may subscribe with the Grantor a legal stability agreement which according to the applicable regulations has the status of Contract law under the provisions of Legislative Decrees No. 662 and No. 757 and the first and second paragraph of Article 19 of the TUO, prior compliance of the conditions and requirements established in said regulations.

16.3 Also, the Concessionaire may access the tax benefits that correspond, provided it complies with the procedures, requirements and substantial and formal conditions indicated in the applicable laws and provisions.

17. ASSIGNMENT OF RIGHTS

17.1 The Concessionaire may transfer or assign its rights or obligations, assign its Contractual

position or novate all or any of its obligations, according to the Contract, provided it has the

prior written consent of the Grantor, which may not be denied without express basis.

17.2 The waiver of any of the parties to one or more rights that correspond according to the

Contract shall only have effect if it is made in writing and with due notification to the other

party. If at any time one of the parties waives or fails to exercise a specific right indicated in

the Contract, said conduct may not be considered by the other party as a permanent waiver to

enforce the same right or any other that correspond according to the Contract.

18. MODIFICATIONS TO THE CONTRACT

18.1 The modifications and clarifications to the Contract will be only valid when they are agreed in

writing and subscribed by representatives with enough power of the parties and comply with

the requirements of the applicable laws and provisions.

18.2 If any provision of the Contract is dismissed, considered invalid or not enforceable for arbitral

award, said decision will be strictly interpreted for said provision and shall not affect the validity

of other provisions of the Contract.

19. NOTIFICATIONS

Unless express provision on the contrary provided in the Contract, the notifications,

subpoenas, petitions, demands and other communications permitted according to the

Contract, shall be made in writing and through personal notification, to the following

addresses:



If addressed to the Grantor:

Name: Ministerio de Energía y Minas.

Address: Av. Las Artes Sur 260, Lima 41, Perú.

Attention:

If addressed to the Concessionaire:

Name:

Address:

Attention:

If addressed to the Qualified Operator:

Name:

Address:

Attention:

Or to any other address or person appointed in writing by the parties according to the first

paragraph of this clause.

By the Concessionaire: By the Grantor:

Representative Signature Representative Signature



ANNEX No. 1

Technical Specifications of the Project

“AGUAYTÍA-PUCALLPA 138 kV TRANSMISSION LINE (SECOND CIRCUIT)”

1. CONFIGURATION OF THE PROJECT

GENERAL SCOPE

The general configuration of the project described in this annex has been prepared based on an engineering preliminary draft and not on Final Engineering, so the characteristics and final details of

the project equipment to be built (as well as the basic specifications), will be those approved by the

COES in the Pre Operability Study. The purpose of this study is to determine and evaluate the impact

of the new installation in the operation of the SEIN, in the capacity of the Transmission System, and in

the reliability and quality of its operations. The proposal to be developed in the Final Engineering of

the project shall match with the approved Pre Operability Study.

Likewise, the Concessionaire shall be responsible to include other elements or components not

described in this annex, that are required for the good operation and functioning of the project, and to

modify or adequate whatever is necessary, and establish its final characteristics, in order to guarantee

the correct operation of all its installations and provision of the service complying with the standards

applied in the National Interconnected Electric System (SEIN).

In case that the scope, specifications or the characteristics of the project, contained in this annex differ with indications made in the engineering preliminary draft, shall prevail the provisions set forth in this

Annex. In this sense, the engineering preliminary draft shall be considered as a document with

information of referential nature.

The criteria of design used in the development of the project shall be in accordance with the criteria of

design established in the Technical Procedure COES PR-20 “Entrance, Modification and Removal of Facilities in the SEIN” and with the requirements of the National Code of Electricity CNE-Supply and

CNE-Use and other standards indicated in this annex, in force on the date of the Contract

subscription.

The General Configuration of the Project that is shown in Scheme N° 1 (at the end of this annex),

comprises the following installations, which form part of the Local Transmission System:

Transmission Line (T.L) of 138 kV Aguaytía – Pucallpa, simple topic, approximately 132 km length.

Extension of existing Aguaytía substation, for the installation of a line cell in 138 kV.

Extension of existing Pucallpa substation, for the installation of a line cell in 138 kV.

2. TRANSMISSION LINE

2.1 GENERAL TECHNICAL CHARACTERISTICS

This is a transmission line of simple topic, linking the bar 138 kV of Aguaytía substation, of

ownership of ETESELVA Concessionaire, with bar of Pucallpa substation 138 kV of ownership of

ISA PERU Concessionaire.

The characteristics of this line are those indicated below:

Approximate length: 132 km

Number of topics: One (1)

Rated voltage of operation: 138 kV

Maximum voltage of the system: 145 kV



Phase arrangement: Triangular.

Type of conductor: AAAC 300 mm2.

Number of conductors per phase: One (1).

Guard cable: One of OPGW type, of 24 fibers.

Linking substations: S.E. Aguaytía (Ucayali) and S.E. Pucallpa (Ucayali)

Altitude: < 500 masl

a) Capacity of Transmission by Thermal Limit

The minimum transmission capacity by thermal limit (design power) of the line will be:

TRANSMISSION LINE MINIMUM CAPACITY OF TRANSMISSION BY

THERMAL LIMIT

T.L. 138 kV Aguaytía – Pucallpa 80 MVA

The compliance with the capacity indicated shall be verified for environmental conditions indicated in Chapter 1, Section 3.1.1, of Annex 1 of PR-20, which main prescriptions are the

following:

- The temperature in the phase conductors should not exceed the thermal limit of 75 °C.

- The maximum room temperature is the average maximum temperature of the region of the line installation. Corresponds to the average of annual maximum during a minimum period

of 10 years.

- Solar radiation is the maximum registered in the region of line installation.

- Minimum wind of 0,61 m/s perpendicular to the conductor.

- Security distances shall be respected in all condition of operation, recommending to

consider, to ensure the compliance of security distances, a margin of reserve in the height to the soil minimum 0,30 m, in the distribution of structures.

b) Transmission Capacity in Emergency Condition

In emergency conditions of the SEIN, and for a period of up to thirty (30) minutes, the

transmission line shall withstand an overcharge not less than 96 MVA.

A temperature higher than 75 ºC will be admitted in the conductor, during the indicated period, preserving the security distances established in the applicable standards.

c) Design Factors

The line shall be considered acceptable when it complies the following:

c.1) Thermal Limit

Are the Design Criteria of Transmission Lines established in Chapter 1, Annex 1 of the

PR-20, described in paragraph a).

c.2) Voltage Drop

According to the Performance Criteria established in Annex 2 of the PR-20, Section 8.

2.2 TECHNICAL REQUIREMENTS OF THE L.V.

The Grantor may evaluate modifications to these specifications, when the Concessionaire

requests them or propose them, submitting the due technical support.

a) The line shall comply with the following minimum requirements:

Rated operating voltage : 138 kV

Maximum operation voltage : 145 kV

Sustaining voltage at atmospheric impulse : 650 kVpico

Sustaining voltage at industrial frequency (60 Hz) : 275 kV



The previous values shall be corrected according to the altitude of the installations.

Likewise, the security distances in the supports and isolation shall also be corrected by

altitude. The standards IEC 60071-1 and IEC 60071-2 should be applied.

The length of insulation leaks of the V.L. shall be verified according to the level of pollution

of the crossing areas, the maximum level of voltage attained and the altitudes of these areas.

The minimum lengths of leakage to consider will be:

In areas with altitude lower than 1 000 m.a.s.l : 20 mm/kVfase-fase.

b) The resistance of individual grounding in the structures of the line shall not exceed 25

Ohms. This value shall be verified for normal conditions of land and in any case after a rain or when the ground is wet. However, this value shall be verified in order to comply with the

Rule 036.A of the CNE (Supply 2011). The compliance of this value does not exempt the

check of maximum voltages of touch and step permitted in case of failures, and the

measures that are necessary to keep these values within the permitted ranges.

c) The following electric values shall be complied:

c.1) The maximum surface gradient in conductors shall not exceed the critical gradient of 17 kVrms/cm.

c.2) The limits of nonionizing radiations at the limit of the easement strip, according to Annex C4.2 of the CNE-Use 2006.

c.3) The audible noise at the limit of the easement strip, according to Annex C3.3 of the

CNE –Use 2006.

c.4) The radio interference limits shall comply with indications of Chapter 1, Annex 1 of the

PR-20.

d) The security distances, considering a creep of 20 years, will be calculated according to Rule

232 of the CNE Supply 2011 or that in force on the closing date. For the application of Rule 232 shall be used the values of electric component, indicated in Table 232-4 of the NESC.

The security distances shall not be lower than the values indicated in Table 232-1a of the

CNE Supply 2011 or that in force on the closing date.

e) The Concessionaire shall consider a number of transpositions for the V.L 138 kV as

indicated in Chapter 1, Annex 1 of the PR-20.

f) The isolation design, of security distances, grounding, the use of appropriate materials, and the correct execution of maintenance works, among other aspects, shall be such that the output rate of the service of the line shall not exceed “2 output /(100 km.year)”, for the level

of 138 kV.

In order to comply with the indicated output rate, as reference, the following is

recommended:

Verify that the isolation level of the line is the appropriate.

Verify that the resistance value of grounding of support structures is the appropriate and, if applicable, use capacitive grounding in the rocky or high resistivity areas.

Use materials (insulators, hardware, OPGW cables, etc.) of proven quality, for which we shall use supplies with minimum 15 years of experience, of manufacturing and use worldwide.

The non-scheduled service outputs that exceed this limit will be penalized, as indicated in

Clause 5.12 of the Contract.

The penalizations indicated shall not exclude the compensations for bad supply quality or

bad service quality, specified in the NTCSE.

g) We shall use a guard cable OPGW type, of 24 fibers, that allows the action of differential protection of the line in a quick and selective manner and the forwarding of data to the

COES in real time, telecommand and telecommunications. The guard cable shall be capable



to withstand a shorted to ground estimated until 2035, value that will be supported by the

Concessionaire through a calculation methodology.

h) For maintenance services of the line we may use a communication system with satellite

mobiles, instead of a UHF/VHF radio system.

i) A conductor AAAC 300 mm2 shall be used according to the transportation capacity, charges, adequate vains and shots that have the best option of construction and operation,

provided that a useful life time not less than 30 years is guaranteed.

j) The maximum limits of Joule losses, calculated for an output power value equal to that

indicated in the table below, with a power factor equal to 1,00, and voltage in the arrival bar

equal to 1,00 p.u. will be indicated in the following table:

Line

% of Losses /Circuit

Approximate Length (km)

Reference Power (MVA)

(See Note)

Maximum Losses (%/km)

138 kV Aguaytía-Pucallpa T.L. 132 50 0,03455%

Note: Prevailing transmission power estimated in the line operation.

The compliance of these levels of losses will be verified by the Grantor, through the

calculations of design of the conductor, prior to the acquisition of supplies by the Concessionaire. The installation of the conductor shall not be authorized in case of breach of

the values of limit losses.

The calculation formula to verify the Joule losses level will be the following:

%100º75

2

xP

Rx

V

PLoses

ref

C

nom

ref

Where:

Pref = Reference power in MVA Vnom = Nominal voltage of the line in kV

R75ºC = Total resistance of the line per phase, at the temperature of 75 ºC and frequency of 60 Hz.

k) The design of the line (section and conductor, distances between phases, etc.) shall be

performed taking as reference the characteristics of the existing line in order to guarantee the equal distribution of the power flow in both lines.

l) Unavailability for scheduled maintenance: The number of hours per year out of service for

scheduled maintenance of each transmission line should not exceed two days of eight hours

each one.

m) Maximum replacement post failure time: The maximum replacement time of the line should

not be higher than 15 minutes after the order of the COES, in application of the Technical Procedure No. 40 of the COES.



2.3 GENERAL REQUIREMENTS OF THE V.L.

a) The Concessionaire shall be responsible for the selection of the route and travel of the transmission line. The preliminary outline for the transmission line contained in the engineering preliminary draft shall be evaluated by the Concessionaire, who shall define the final outline.

It will prevent the line route passing through archaeological sites, national parks and restricted areas.

b) The Concessionaire shall be responsible of everything related to the construction of access, for which it shall be subject to the corresponding regulations in force.

c) Among others, the Concessionaire will be responsible of the following activities:

Management of easement rights and payment of compensations to owners or possessors of lands. The Grantor shall collaborate in the tasks of sensitization of owners in order to have expeditious easement management.

Obtaining the Final Concession of Electric Transmission.

Coordinate with Concessionaire companies that are developing any project or that have installations comprised in the route of the line, or wherever necessary to perform works for the connection to substations that form part of the scope of this project.

Obtaining the CIRA (certification of the National Institute of Culture -INC about non-affectation to archaeological remains).

Preparation of the Environmental Impact Study and its monitoring plan, which shall be developed within the legal framework in force, in addition to the approval of the corresponding public entities.

d) The Grantor shall be in charge of obtaining favorable technical opinion of the project issued by the National Service of Protected Natural Areas by the State (SERNANP), as well as the process of prior consultation, if applicable.

e) The easement strip for the lines in 138 kV will be 20 m minimum. In areas with trees or objects that due to their height and proximity to the line represent a potential danger for persons that circulate in the area, or for the same line, in case of any dangerous approaches or before an eventual fall of these trees on the line), it should prevent the measures that correspond to eliminate or minimize these risks as for example, the removal or cut of these trees.

2.4 EXISTING TRANSMISSION LINE 138 KV AGUAYTIA-PUCALLPA

The existing T.L.in 138 kV Aguaytía – Pucallpa is located in the provinces of Coronel Portillo and Padre Abad of the Department of Ucayali. The main characteristics of this line are:

Length: 130.5 km

Number of topics: Una (1)

Code: L-1125

Voltage: 138 kV

Capacity: 50 MVA (as part of the Extension Project No. 3, ISA-Perú shall increase the capacity to 80 MVA)

Disposal of phases: Triangular.

Conductor of phase: AAAC 300 mm2

Support Structures: Self-supporting lattice towers.

Guard cable: EHS 50 mm2

Year of commissioning: 2002

Altitude: < 500 masl

Isolation: Polymetric insulators



3. SUBSTATIONS

3.1 AGUAYTIA SUBSTATION

3.1.1 Existing Installations and under construction

The Aguaytía substation of 220/138/22.9 kV, of ETESELVA ownership, is located in the

province of Padre Abad, department of Ucayali, approximately in the following UTM coordinates (datum WGS84):

EAST COORDINATE NORTH COORDINATE

445 681 9 001 689

Aguaytía substation is connected to the SEIN in 220 kV to Tingo María substation through the line in 220 kV Tingo María-Aguaytía (L-2251). Likewise, is also connected in 138 kV to

Pucallpa substation, with transmission line in 138 kV Aguaytía-Pucallpa (L-1125).

Aguaytía substation has installed an autotransformer bank power (T38-211) of 60/60/10 MVA of

220/138/22.9 kV.

The switchyard in 220 kV of existing substation has a bar configuration in ring, which is

equipped with four cells:

a) One (01) for line arrival L-2251 (of ETESELVA)

b) Two (02) for connection of thermal units of 80 MW of the T.C. Aguaytía (TERMOSELVA)

c) One (01) for connection of the autotransformers bank T38-211 (of ISA-Perú).

The switchyard in 138 kV comprises a cell (line-transformer) for connection of line L-1125, also

of ISA-Peru ownership.

As part of the Extension Project No. 3, ISA-Peru shall install in the Aguaytía substation a

second autotransformer bank power, of similar characteristics to the existing; likewise, the bars

in ring shall be extended of 220 kV and shall be installed the bar system in 138 kV with a

configuration of simple bar.

3.1.2 Installations that form part of the Extension

For this project, the extension of this substation comprises the works necessary for the implementation of the following cells:

a) One (01) cell in 138 kV for the second line to Pucallpa substation.

b) Complementary systems: protection systems, control, measurement, communications,

grounding, auxiliary services, porches and bars, civil works, etc.

The Concessionaire will be responsible to make the coordination with ETESELVA and ISA-

Peru, in order to assume the cost of the adjustments and/or modifications that are required for the coordination of the control systems, protection and telecommunications existing in the

substation.

In order to maintain compatibility in the equipment, the equipment to install in the Aguaytía

substation shall have similar characteristics or higher than the equipment of the yard existing in

said substation.

3.2 PUCALLPA SUBSTATION

3.2.1 Existing Installations

Pucallpa substation of 138/60 kV, of ISA-Peru ownership, is located in the province of Coronel

Portillo, department of Ucayali, approximately in the following UTM coordinates (datum

WGS84):



EAST COORDINATE NORTH COORDINATE

542 311 9 071 453

Pucallpa substation is connected to the SEIN in 138 kV to Aguaytía substation, with the

transmission line in 138 kV Aguaytía-Pucallpa (L-1125).

Pucallpa substation has installed an autotransformers power bank (T39-161) of 55/55/18 MVA

of 138/60/10 kV.

The switchyard in 138 kV has a configuration in simple bar, which is equipped with three cells:

a) One (01) for line arrival L-1125 (of ISA-Perú)

b) Two (02) for the connection of the autotransformers bank T39-161 and the bar reactor of 8 MVAr.

As part of the Extension Project No. 3, ISA-Perú shall install in the bar 138 kV of Pucallpa

substation a second autotransformers power bank, of similar characteristics to the existing and

an equipment of reactive automatic compensation in the bar of 60 kV.

3.2.2 Installations that form part of the extension

For this project, the extension of this substation comprises the works necessary for the implementation of the following cells:

a) One (01) cell in 138 kV for the second line of the Aguaytía substation.

b) Complementary systems: protection systems, control, measurement, communications, grounding, auxiliary services, porches and bars, civil works, etc.

The Concessionaire shall be responsible to make the coordination with ISA-Peru, in order to

perform at his cost the adjustments and/or modifications that are required for the coordination of the control systems, protection and telecommunications existing in the substation.

To maintain compatibility in the equipment, the equipment to install in Pucallpa substation shall

have similar characteristics or higher than the equipment of the yard that exist in said

substation.

3.3 TECHNICAL REQUIREMENTS OF SUBSTATIONS

It shall be stressed that during the development of the final study of the project, the Concessionaire shall perform all those studies that guarantee the correct operation of the

equipment of the proposed system.

a) General Technical Characteristics

a1. The equipment shall be of last technology and shall satisfactorily pass the Factory tests

recommended by the IEC standard and those that comply with the indicated standard.

a2. References of similar supply and proved references of successful operation of equipment shall be submitted, which correspond to the last fifteen (15) years.

a3. The equipment shall have reports certified by renowned international institutes that

prove that they have passed the tests of all kinds. All equipment shall be submitted to

the routine tests.

a4. The applicable standards that the equipment should comply with, will be mainly the following: IEC, ANSI/IEEE, VDE, NEMA, ASTM, NESC, NFPA or similar that guarantee

an equal or higher quality level.



b) Location and space for planned facilities

It shall be the responsibility of the Concessionaire to manage, coordinate or acquire under any title the right to use the available spaces, establishing the respective agreements with the holders of substations, and coordinate the requirements of equipment, standardization, use of common facilities and others.

The Concessionaire shall also be responsible to acquire the adjacent lands to the existing substations, where is necessary or required, and make the works of modification and adjustment of substations.

c) Voltage and isolation levels.

c.1. Voltage levels in 138 kV Nominal voltage 138 kV Maximum voltage of service 145 kV Sustaining voltage to atmospheric impulse 650 kVpico Sustaining voltage at industrial frequency, 60 Hz 275 kV

c.2. Protection Levels Minimum leak line In areas with altitude lower than 1000 masl 20 mm/kVfase-fase. Protection against minimum atmospheric discharges Class 2

c.3. Security distances

The minimum separations between phases for conductors and bare bars outside will be minimum:

- In 138 kV : 3,00 m.

All distances shall comply with the provisions set forth in the IEC 60071 and ANSI/IEEE standards.

The values previously indicated are referred to the sea level; therefore they should be corrected according to the altitude of the facilities where they are.

d) Current levels

All maneuver equipment (switches and disconnectors) in 138 kV, shall comply with the following characteristics:

Minimum nominal current 1 200 A Three-phase short-circuit breaking capacity, 1s 31.5 kA Three-phase short-circuit breaking capacity 82 kApico

e) Current transformers

Current transformers in 138 kV shall have at least four secondary cores:

Three protection cores 5P20.

One core class 0,2 for measurement.

f) Seismic Requirements

The foundations and support structures for high voltage equipment shall be designed to operate in seismic conditions indicated in Chapter 1, Annex 1 of PR-20.

h) Equipment of 138 kV

The recommended equipment will be the conventional, for outdoor installation with porches and for a configuration of simple bar.

The line cells will be composed at least by the following equipment: lighting rod, capacitive voltage transformer, line disconnector with grounding blade, current transformers, uni-tripolar operation switch and bar disconnector.

k) Protection and measurement



The transmission line shall have main protection and support systems, following the criteria established in the Technical Procedure PR-20 of the COES.

Among others, the transmission line shall have the following protections:

a) Main protection: composed by distance relays with ground directional overcurrent. b) Support protection: similar to main protection.

All the lines shall have single-phase reclosing relays, coordinated with the teleprotection system that shall act on the respective switches, located at both ends of the line.

l) Telecommunications

There shall be a main telecommunications system (optical fiber– OPGW) plus a system (satellite or other considered by the Concessionaire) for emergency situations that enable the permanent communication of voice and data between substations.

m) Auxiliary services

The system to be used should be compatible with the existing.

n) Control

The control units of the bay of cells of the line shall integrate to the control system and supervision existing in the Aguaytía and Pucallpa substations, complying with the minimum requirements of equipment of the automation system and control established in Chapter 3, Annex 1 of PR-20.

The control of each cell or bay shall be made from bay control units (UCB), one for each cell in high voltage, which shall be different units to those units incorporated in the protection relays.

o) Ground grid

The grounding system of new installations shall comply with the minimum requirements established in Chapter 1, Annex 1 of PR-20. Likewise, all elements without voltage (equipment, metallic structures, support insulators and others), shall be directly connected to the deep ground grid through exothermic welding joints.

p) Civil works The extensions of Aguaytía and Pucallpa substations shall include the corresponding civil

works, such as: Adaptation to existing civil works. Required sanitation works. Bases and foundations of equipment and porches. Gutters and ducts of power and control cables, which should have supports or cable

shelves. Internal drainage system for evacuation of rainwater and external drainage system to

prevent the entry of rainwater. The platforms to be executed shall have a slope not less than 1% for internal drainage.

4. TECHNICAL COMPLEMENTARY SPECIFICATIONS

4.1 TRANSMISSION LINES

4.1.1 Configuration of supports

For the transmission line it has been foreseen the following configurations for the disposal of conductors in the supports:

Transmission Line No.

topics

Cond. per

phase

Guard Cables

Supports Disposal of conductors

TL 220 kV Aguaytía – Pucallpa 1 (*) 1 Lattice type

Vertical



(*) Equal to that considered in the design of the existing line (L-1125) Aguaytía - Pucallpa

The types of supports will be self-supporting lattice.

4.1.2 Line Structures

The structures will be designed for the configurations indicated in Paragraph 4.1.1.

4.1.3 Phase Conductors

The Concessionaire shall select the type of cable that is equal to that considered in the design

of the existing line L-1125 Aguaytía - Pucallpa.

4.1.4 Guard Cable OPGW

The OPGW cable will be composed by optical fibers for telecommunications, contained in a

central unit of protection of optical fiber, surrounded by one or more layers of concentrically

braided metallic cables.

The optical unit shall be designed to include and protect the optical fibers from possible

damages caused by mechanic efforts caused by tensile, bending, torsion, compression or moisture. The configuration of the cable shall be “loose” type and should be longitudinally

sealed against water intake.

The cable shall have the electric and mechanic characteristics required for the design of

transmission lines and should guarantee that optical fibers do not suffer efforts during the useful

life of the cable.

4.1.4.1 Scope

These specifications establish the minimum technical requirements for the supply of the OPGW

cable (Optical Power Ground Wire), with the purpose to ensure that it operates satisfactorily as

an optical transmitter and as a guard cable, during all useful life of the transmission line.

4.1.4.2 Basic Constitution

The OPGW cable shall be composed by optical fibers for telecommunications, contained in a central unit of optical fiber protection, surrounded by one or several layers of concentrically

braided metallic cables.

The optical unit shall be designed to include and protect optical fibers from possible damages

originated by mechanic efforts caused by tensile, bending, torsion, compression or moisture.

The configuration of the cable shall be “loose” type and should be longitudinally sealed against water intake.

The cable shall have the electric and mechanical characteristics required for the design of the

transmission lines and should guarantee that optical fibers do not suffer efforts during the useful

life of the cable.

The Concessionaire should determine the technical characteristics and final specifications of

the OPGW cable, for this purpose it shall take into account the standards such as IEEE 1138, ITU-T G.652, or equivalent, that guarantee a selection with the quality levels required for the

SEIN.

4.1.4.3 Optical Fibers

The optical fiber shall comply with the following characteristics:

a. Complete Cable

General Characteristics

Type OPGW

Manufacturing Regulations ITU-T G.652 Dimension Characteristics

Nominal diameter of cable 14,70 mm (*)

Total approximation of section 106 mm2 (*) Mechanical characteristics



Approximate weight of cable 0,457 kgf/m (*)

Minimum breaking load to tensile ≥ 6 370 kgf (*)

Module of elasticity (E) 11 500 - 12 700 kg/mm2

Coefficient of linear thermal expansion 14x10 -6 - 16x10 -6 1/°C

Minimum bend radius ≤12 Mn (*) Thermal and electric characteristics

Electric resistance 20°C 0,37 Ohm/km (*)

Short-circuit current capacity 40 kA, 0,3 s (*)

Maximum temperature of cable 210 °C (*)

b. Protection Tube

Material Aluminum

Construction Extruded

c. Optical Core

Number of optical units 1

Number of fibers per optical unit 24

Construction Loose

Filling tube Gel anti moisture

Thermal barrier Incorporated

Mechanical protection Incorporated

Maximum tolerable temperature of fiber and Its coatings 140 °C

d. Optical Fiber

Geometric and Optical Characteristics

Diameter of monomode field (at 1150 nm) 9 ± 0,5 µm (*)

Coating diameter 125 ± 2,4% µm (*)

Concentricity error of monomodal field ≤ 0,6 µm (*)

Cladding non-circularity < 2% (*)

Cutting wavelength 1 260 nm (*)

Proof test ≥ 1% (*)

Code of colors Standard Transmission Characteristics

Attenuation for λ = 1 550 nm ≤ 0,23 dB/km (*)

Attenuation for λ = 1 625 nm ≤ 0,25 dB/km (*)

Chromatic dispersion coefficient λ = 1528-1561 nm ≤ 2,0 at 6,0 ps/km.nm (*)

Chromatic dispersion coefficient λ = 1561-1620 nm ≤ 4,5 at 11,0 ps/km.nm (*) Environmental Conditions

Minimum relative moisture 75% a 40 °C

Maximum relative moisture 99% a 40 °C

Temperature range of operation 5 – 50 °C

Installation Intemperie

Note (*): Referential values, to be defined by the Concessionaire prior approval of the Grantor



4.1.5 Accessories of conductors

4.1.5.1 Scope

These specifications establish the technical requirements for the supply of accessories of

conductors such as: assembling rods, connection sleeves, repair sleeves and tools for its application, spacers, dampers, and others to be used with the selected conductor.

4.1.5.2 Standards

For the design, manufacturing and transportation of accessories will be used without limitation,

the versions in force of the following standards: CNE supply in force, ASTM A 36, ASTM A 153,

ASTM B201, ASTM B230, ASTM B398, IEC 61284, UNE 207009:2002.

4.1.5.3 Technical Characteristics

a) Assembling rods: will be of aluminium alloy, helical and preformed type, to be easily

assembled on the conductors. The dimensions of the assembling rods will be appropriate for

the sections of selected conductors.

Once the rods are assembled they shall provide a uniform protective layer without interstices

and with an adequate pressure to avoid loosening due to aging. b) Connection sleeves: will be compression type, of appropriate material and diameter for

selected conductor. The minimum breaking load will be 95% of the corresponding conductor.

c) Repair sleeves: will be compression type. Its use will be only in cases of slight damage in the

external layer of the conductor. The mechanical characteristics will be similar to that of

connection sleeves. d) Dampers: should be of stock bridge type to control the wind vibration levels within the

permitted security limits; preserving its mechanical properties and damping along the useful

life of the line.

4.1.6 Insulators

Generally, the type and material of insulators will be selected according to the characteristics of

the areas that cross the lines, taking into account the good practices and experiences of transmission lines built in Peru and similar areas. In this sense, the Concessionaire shall

investigate those contaminating agents or potential sources of contamination existing in the

area and that affect the performance of the insulators. From the results of the investigation

indicated shall be determined the measures that reduce the pollution impact.

The insulators of the lines shall be evaluated among the types of tempered glass or porcelain,

of homogeneous structure, standard type, with metallic parts of forged steel or malleable galvanized iron, provided with locking pins manufactured with corrosion resistant material.

The chains of insulators will be composed by the number necessary of units to guarantee a

suitable leak length according to the pollution level of the areas where the lines cross, the

altitude of them on sea level and the maximum system voltage level.

In the same way these chains shall guarantee the isolation level required before lighting overvoltages, operating overvoltages and overvoltages at industrial frequency, for the same

conditions of altitude previously indicated and the isolation levels defined in paragraph 2.2 of

this annex.

The number of insulators to consider per suspension chain, according to the altitude and the

voltage level of installations, will be evaluated in the Pre Operability Study.

In the case of structures of greater angles, terminals and anchoring the chains shall use one (01) additional insulator to those used in the suspension chains.

The Concessionaire shall establish the technical characteristics of insulators that will be used in

the lines, so as to guarantee the adequate isolation levels.



In all cases shall be verified that the mechanical resistance of insulators is the adequate,

according to the working conditions to which they are submitted,; evaluating, if necessary, the

use of double strings or insulators with greater breaking load.

4.1.7 Accessories of insulators strings

4.1.7.1 Scope

These specifications establish the requirements for the design and manufacturing of assembly

accessories of insulators strings, both in suspension and anchoring, including adapters,

shackles, suspension clamps and anchorage, counterweights, downloaders, etc.

4.1.7.2 Standards

For the design, manufacturing and transportation of accessories will be used, without limitation, the versions in force of the following standards: CNE Supply 2011, ASTM B6, ASTM A153,

ASTM B201, ASTM B230.

4.1.7.3 Technical Characteristics

a) Mechanical: The suspension clamps shall not allow any displacement or deformation or

damage to the active conductor and should have the capacity to appropriately withstand the

loads of work associated to the installation and maintenance of the lines.

b) Electric: Any accessory crossed by electric current shall reach a temperature

higher than the respective conductor in the same conditions and should have the enough

capacity to withstand the short-circuit currents, and the conditions of operation thereof, and it

shall have a limited crown effect.

The electrical resistance of joints and anchor bolts will not be higher than 80% corresponding to the equivalent length of the conductor.

To avoid partial discharges for crown effect, the form and design of all the parts under

voltage will be such to avoid sharp corners ridges that produce an excessive gradient of

electric potential.

c) The use of chains provided or downloaders and field rings are recommended.

4.1.7.4 Constructive Prescriptions

a) Parts under mechanical strain: will be manufactured in forged steel, or malleable iron,

adequately treated to increase its resistance to impacts and frictions.

b) Parts under electric voltage: the accessories and parts normally under electric

voltage will be manufactures of antimagnetic material.

c) Corrosion Resistant: the accessories will be manufactures with compatible

materials that do not cause electrolytic reactions, under any service condition.

d) Galvanized: after finishing the machining and marking, all parts of iron and steel

will be galvanized through hot dip according to ASTM A 153 standard.

e) The galvanized shall have a smooth texture, uniform, clean and uniform

thickness in the entire surface. The preparation of the material for galvanized and the own

galvanized process shall not affect the mechanical properties of the worked parts. The zinc layer shall have a minimum thickness of 600 gr/m2.



4.1.8 Grounding

Materials to use:

a) Grounding Conductor: preferably shall be a cable with steel core and copper recovery with

a minimum section of 70 mm2 and an approximate conductivity of 40 % IACS.

b) Electrodes or rods: will be with steel core covered with copper with an approximate

conductivity of 40 % IACS.

c) Electrode-cable connector: will be of bronze and shall link the cable with the electrode.

d) Two-way connector: will be of tinned copper for the splicing of ground wires.

e) Conductive cement: will be used as alternative to improve the grounding resistance of

structures.

f) In those cases where the resistivity of the ground is very high we may use other means to

achieve an acceptable resistance grounding value, such as capacitive grounding.

4.2 SUBSTATIONS

a) The specifications of the equipment of yard shall comply with the voltage levels and current

indicated in Literal c) Voltage levels and isolation and d) Current levels of paragraph 3.3.

b) They shall comply with the minimum criteria of design established in Chapter 1, Annex 1 of

the PR-20.

c) It shall be applied the IEC standards that correspond for each equipment and/or those

complying with them.

d) The cabinets and control boxes shall have a protection degree IP-54.

e) All the metallic parts will be galvanized in hot according to the ASTM or VDE standards, and

the windings will be of isolated copper.

f) The switches to be used will be preferably of live tank or dead tank type and will be supplied

with dampers against earthquakes if required.

The switches shall have the following complementary characteristics:

Description 138 kV

Short-circuit duration 1”

Total time of opening 3 cycles

Operation sequence:

a) Maneuver of reactors

b) Maneuver of lines

CO-15”-CO

O-0.3”-CO-3’-CO

Type Exterior

g) The disconnector will be of three columns, of lateral opening with rotating column central

motorized, with local and remote command. We may consider disconnectors of two columns,

of central opening, provided the Concessionaire guarantees to comply with the minimum

distances and security, mainly in the cases of open disconnector in the proximities to

columns of the porche system.

The disconnectors may open and close circuits with residual currents under voltage.

The blades of the main disconnector and the grounding shall have a mechanism that

prevents the closure of a blade when the other is in closed position.



For all disconnectors and grounding blades shall exist an electric blocking that needs to be

freed to make the manual operation of opening or closure. For line disconnectors, there shall

be a blocking for closure of local command, both manual and electric.

An automatic mechanical interlocking will be provided to prevent any sudden movement of

the disconnector in its extreme positions of opening and closure.

h) The current transformers will be single phase, of secondary relation, for mounting outdoors,

in vertical position, in oil bath isolation or gas SF6 and shall be hermetically sealed.

They shall conduct the nominal primary current during one minute, and the secondary circuit

should be open.

The core will be toroidal and will be formed by magnetic sheets of Steel of very low specific

losses and the windings will be of isolated copper.

For transformers that work associated to disconnectors we should take into account the

currents and voltages of high frequency transferable to the secondary circuits and grounding

during the maneuvers of adjacent disconnectors under voltage. The constructive design of

the manufacturer will be such that prevents:

h1) That the high density of current in certain points of the equipment causes localized

overheating.

h2) Internal overvoltages of brief duration that causes dielectric breaking in the liquid and

solid insulators.

The current transformers shall have the following complementary characteristics:

Description 138 kV

Current in continous service 400 – 800 A

Secondary current 1 A

Thermal intensity of short-circuit 31.5 kA

Characteristics of measurement cores

a) Accuracy class

b) Power

0,2 %

15 VA (*)

Characteristics of protection cores

a) Accuracy class

b) Power

5P20

15 VA (*)

(*) Minimum value, to be defined in the Pre-Operability Study.

i) Voltage transformers

For the level 138 kV shall be provided transformers of capacitive type according to their

application.

We shall take into account that transformers should not produce ferro resonance effects

associated to the capacities of the air lines.

All the metallic parts will be galvanized in hot according to the ASTM or VDE standards, and

the windings will be of copper, insulated in oil impregnated paper, as appropriate.

The transformers will be designed to withstand the thermal and mechanical efforts due to a

short-circuit in the secondary terminals during a period of one second with full voltage kept in

the primary. The transformers shall not present visible damages and will continue complying

with the requirements of this specification. The temperature in the copper of windings shall

not exceed 250 °C under these short-circuit conditions (for an initial condition of 95 °C in the

hottest spot).



The elements of the capacitive divider for transformers of 138 kV contained in insulators of

brown porcelain, constituting a self-supporting column. The coils of the capacitive divider will

be of aluminum sheet with isolation of impregnated paper or polyester film and anti-inductive

type to improve the response to transient.

The reactance may be isolated in oil, in air or gas SF6.

The voltage transformers shall have the following main characteristics:

Description 138 kV

Type of installation Exterior

Secondary voltage 110/√3 V Characteristics of measurement cores

a) Accuracy class 0,2 %

b) Power (minimum) 15 VA

Characteristics of protection cores

a) Accuracy class 3P

b) Power (minimum) 10 VA

The power of voltage transformers shall be defined by the Concessionaire. This value may

not be less than 10 VA.

j) Lighting rods

j.1) Scope

These specifications cover the scope of the minimum characteristics required for the design, manufacturing and tests of dischargers of overvoltages in all voltage levels, including the

auxiliary elements necessary for their correct assembly and operation.

j.2) Standards

For the design, manufacturing and transportation of reactors shall be used, without limitation,

the versions in force of the following standards: CNE Supply, IEC 60099, IEC 60099-4, ANSI

C.62.11.

j.3) Constructive Characteristics

Generally shall be supplied dischargers of Zinc Oxide (ZnO) for external installation, class 2.

They will be adequate for the protection of equipment against atmospheric overvoltages and

maneuver overvoltages. The permanent current should return to a constant not-increasing

value after the transient dissipation produced by a discharge.

The dischargers will be suitable for systems with neutral solid grounding; the residual voltage

of currents of impulse should be the lowest possible.

It shall not present discharges for crown effect. The sharp points in terminals or ends shall

be properly shielded through the use of anticrown rings, to comply with the requirements of

radio interference and crown effect.

The material of the resistive unit will be Zinc Oxide, and each discharger may be constituted by one or several units, and each one of them shall be a discharger. They should be

provided of discharge counters.

5 POLLUTION CONTROL OF CONDUCTORS AND INSULATORS

The Concessionaire shall schedule periodic inspection and cleaning activities of conductors and

insulators of the line, in order to control the accumulation of pollution and guarantee adequate levels of

transversal losses (for Crown effect and leakage currents), as well as the radio interference effect.

Since the first year of commercial operation of the Power Line, the Concessionaire shall perform the

following activities:



a) Periodic visual inspections.

b) Pollution sampling.

c) Cleaning of conductors.

d) Cleaning of insulators

Before concluding the first year of commercial operation, the Concessionaire shall submit to the OSINERGMIN, the detailed and specific procedures, as well as the inspection and cleaning programs.

The Concessionaire shall define the methodology for this activity based on the experiences of

countries with lines of 138 kV.

5.1 PERIODIC VISUAL INSPECTIONS

The Concessionaire shall make visual inspections with the purpose to identify the line sections that present high levels of superficial pollution of conductors and insulators strings.

The inspections comprise all the length of the line and should be made at least once a year.

OSINERGMIN has the power to be present in the inspections and request repeat, if necessary,

with the purpose to verify the reported pollution level.

The pollution levels of conductors and insulators will be qualified as Low, Medium and High,

applying the criteria indicated in Table N° 2.

The procedure to make visual inspections is the following:

a) The inspections will be made by technicians specialist in transmission, equipped with safety equipment, binoculars and digital photographic camera with dater.

b) The inspections will be only made during the day, with presence of solar light, absence of rain, low moisture and without strong wind.

c) The technician in charge of the inspection will be located in the soil at a distance between

30 to 50 meters of the line axis; using binoculars he shall observe the accumulation of pollution, in the surface of conductors and insulators of the three phases of the vain. If

necessary he shall make the inspection with scaling to the structure of the line.

d) Special attention should be in the points of installation of spacers and dampers, in order to verify the status of the conductors in the fastening points.

e) Using the criteria indicated in Table N° 2, the technician shall qualify and register in the notebook of inspections the pollution level of conductors and insulators.

f) If the pollution level corresponds to the Medium or High level, the technician shall take a photographic registry.

g) The steps indicated in Literals c) to f), will repeat for each one of the other spans of the inspected line, until completing 100% of the sections to inspect.

h) The Concessionaire shall verify the reports of qualification of the pollution level and shall group the sections by pollution levels. If there are observations to the qualification, he shall

reassign the correct qualification through the photograph or, if applicable, a new field

inspection shall be made.



Table N° 2: Criteria to qualify the Pollution Levels

Level Visual Aspect Description

Low

Minimum pollution, does not

exist accumulation points

Medium

Visible pollution with presence

of small accumulation points

along the conductor

High Visible Pollution with presence

of great accumulation points

The reports of visual inspections will be sent to the OSINERGMIN.

5.2 POLLUTION SAMPLING

According to the results of visual inspections, the Concessionaire shall prepare a program of verification of the pollution level through sampling for all those sections qualified as Medium or

High level, or in the sections where visual inspection has not been determinant.

The sampling tasks shall be made with the de-energized lines, so the Concessionaire shall

coordinate with the COES the program of service output of lines, preferably matching with the

output periods for scheduled maintenance.

The sampling procedure will be the following:

a) The sampling is made with the transmission line out of service, with presence of solar light,

absence of rain, low moisture and without strong wind.

b) The sampling is taken in portions of 60 to 100 m of conductor, of one of the three phases of

the selected section.

c) With the cleaning equipment of conductors is gathered the pollution existing in the surface of

the conductor.

d) The collected pollution is weighed in a precision scale expressed in milligrams.

e) The pollution level is determined (PL) in mg/cm², applying the formula:

NC = Weight of pollution [mg] / Surface of conductor [cm²]

Where:

The conductor surface is 2 r L,

r is the radius of conductor in cm and

L is the length of the portion of conductor where the sampling was taken, in cm.

f) For insulators strings the sampling of one of the bells will be taken, which visually has the

greater pollution. The pollution level is determined (PL) in mg/cm², applying the formula:

NC = Weight of pollution [mg] / External surface of bell [cm²]



g) The value of NC is compared with the values of Table N° 3 and the pollution level is

determined in the conductors.

Table N° 3: Pollution Levels

Pollution level Weight (mg / cm²)

Low 5 – 20

Medium 20 – 45

High > 45

h) The steps indicated in Literals c) to g) are repeated for other sections of the line that require

the sampling.

The sampling reports shall be sent to the OSINERGMIN.

Upon request of the OSINERGMIN and by common agreement with the Concessionaire, the values of pollution levels may be revised established in Tables N° 2 and N° 3.

5.3 CLEANING OF CONDUCTORS

The cleaning of conductors will be made in all the qualified sections with Medium and High level

of pollution.

The cleaning tasks will be made matching with the service output of the transmission line,

according to the program of interventions approved by the COES upon request of the Concessionaire.

The procedure to make the cleaning of conductors is the following:

a) The cleaning of conductors will be made in the scheduled sections, with the

transmission line out of service, in presence of solar light, absence of rain, low moisture and

without strong wind.

b) The cleaning of conductors will be made by technicians specialist in

transmission liens, equipped with safety equipment, equipment for cleaning of conductors,

specialized maneuver equipment and should comply with the established safety standards.

The cleaning reports of conductors will be sent to the OSINERGMIN.

5.4 CLEANING OF INSULATORS

It shall be schedules to be made simultaneously with the cleaning of conductors.

Generally the same procedure indicated for cleaning of conductors shall be followed.

The Concessionaire may, if convenient, make the tasks of cleaning in hot.

The Concessionaire shall prepare the procedures and protocols for verifying the cleaning level

of insulators and the reference levels. The cleaning reports of insulators shall be sent to the

OSINERGMIN, which may verify them in the field.



SCHEME N° 1



ANNEX No. 2

Power Line verification Procedure

1. Purpose of annex.- This annex describes the procedure that the parties and the inspector should

follow to verify before the start of the experimental operation, that the Power Line complies the

requirements established in Annex N° 1. For that purpose shall be verified, with the energized Power

Line, the different control parameters (voltage, current, active power and reactive power; empty and

loaded, losses, etc.).

2. Organization of tests.- The tests will be organized according to the following rules:

a) The Concessionaire shall elect a renowned international standard. The international metric

system of units will be used.

b) The Concessionaire shall communicate to the Grantor, to the Inspector, to the OSINERGMIN

and to the COES, thirty (30) calendar days in advance to the start of tests that it is ready to

make the verification referred to in this annex. Said communication shall indicate the date(s),

hour(s) and place(s) of the tests to be made.

c) With the communication referred to in Literal b), the Concessionaire shall deliver:

The general program and the protocols to follow, for consideration and approval of the

Inspector.

The approval and authorization of the COES to make the specified tests, according to the

specification in its Technical Procedure PR-20 (or its replacement) indicating the dates and

hours of execution.

All the designs of relevance for the test, the related data, documents and specifications, and

the certificates and reports about the operation conditions; for consideration of the Inspector.

The operability studies that requires the COES to approve the incorporation of the Power

Line to the SEIN (power flow, short-circuit, stability, overvoltage, etc.), and the study of

atmospheric discharges which is expected that the rate of failures for this reason does not

exceed the specified value.

d) The Concessionaire shall appoint and designate the Head of Tests and the personnel of

support necessary supplying all the equipment and instruments, duly calibrated for the

execution of tests. The Inspector shall designate the personnel that indicate its Contract of

inspection service, and the Grantor shall designate the personnel it deems necessary.

e) The personnel of manufacturers of equipment may participate as observers or as support

personnel of the maneuvers.

3. Execution of tests.- The execution of tests shall be subject to the following rules:

a) The Head of Tests shall conduct and supervise the tests and shall inform about the conditions

of the same. He shall be also responsible of all the measurements, the calculation of the results

and the preparation of the final report. His decision shall be determinant before any question

regarding the test or its execution.

The tests shall be made according to the procedures and instructions of the COES. The test of

the optical fiber system shall follow the technical specifications established in Annex N° 5,

Telecommunications, of this Contract.



b) The Concessionaire shall provide all the reasonable facilities to the Inspector to obtain real

data, complete and acceptable regarding all the parts of the equipment related to the

transmission of electric energy in the Power Line. Likewise, the Inspector shall have access to

all the mechanisms related to the electro mechanic equipment of the Power Line

) The main constitutive components of the Power Line will be submitted to inspection upon

requirement of the Inspector before the start of the test.

d) At the end of each test and if it is within the acceptance levels, the corresponding minutes of

said test will be provided, concluding it. Each minute shall include: i) the list of personnel of the

parties, of the representatives of the OSINERGMIN, and the Inspector who participated in the

tests, ii) the protocol of the tests made where is indicated the results obtained, iii) the list of tests

not made with the corresponding discharge; and, iv) other information that the Concessionaire,

the OSINERGMIN and/or the Inspector may deem relevant.

e) If the Inspector and/or the OSINERGMIN considers that the result is not satisfactory according

to the provisions set forth in the minutes of tests, the Concessionaire shall proceed to make the

corresponding correction. The new test will be only made in the point or points that were not

satisfactory.

The Grantor and/or the OSINERGMIN may not request new tests or inspections or observe or

reject the results, in case that their representatives have not attended said tests or inspections.

After concluding the tests, the Head of Tests shall send to the COES, the corresponding

minutes duly approved by the Inspector, in order that he begins the commissioning program of

each component of the Power Line.

f) After concluding all tests, the Head of Tests shall prepare and deliver to the Inspector, to the

OSINERGMIN and to the Grantor, a final report, with the details of calculation and the

submission of results. The Inspector shall approve the final report in a maximum term of ten (10)

days of delivering said document. The procedure of verification referred to in this annex, will be

complied when the OSINERGMIN approves the mentioned final report, which shall be in the

maximum term of ten (10) days of the delivery of the final report by the Inspector. The silence

shall imply the approval of the report.



ANNEX No. 3

Definitions

1. Allowed Creditors:

The concept of Allowed Creditors is only applicable for the assumptions of Permitted Guaranteed

Indebtedness. The Allowed Creditors shall have the authorization of the Grantor to prove that

condition. For that purposes, the Allowed Creditor may be:

i. Any multilateral credit institution from which the State of the Republic of Peru is member;

ii. Any institution, export credit agency or any governmental agency of any country with which the

State of the Republic of Peru keeps diplomatic relations;

iii. Any international financial institution appointed as first category bank in Circular N° 048-2015-

BCRP, issued by the Central Reserve Bank of Peru, or any other circular that later modifies it,

or replaces it, but only, in the case it incorporates new institutions.

iv. Any other international financial institution that has a risk classification not less than the

classification of Peruvian sovereign debt corresponding to foreign currency at long term

assigned by an international risk classifying entity that qualifies the Republic of Peru.

v. Any national financial institution with a local risk classification not less than (“A”), evaluated by a

national risk classifying company, duly authorized by the Superintendence of Securities Market

(SMV);

vi. All institutional investors considered as such by the legal regulations in force (such as the

Administrators of Pensions Funds– AFP), that directly or indirectly acquire any kind of

transferable security issued by i) the Concessionaire, ii) the fiduciary or securitization company

constituted in Peru or abroad that acquire rights and/or assets derived from the Concession

Contract;

vii. Any legal person who directly or indirectly acquires any kind of transferable security or debt

instrument issued by the Concessionaire through public or private offering or through trust

estate, investment funds or Securitization Company incorporated in Peru or abroad.

It shall be expressly established that under no circumstance will be allowed that shareholders or

holders of participatory interests of the Concessionaire are Allowed Creditors directly or indirectly.

The Allowed Creditors shall not have any economic link with the Concessionaire, according to

indications of CONASEV Resolution N° 090-2005-EF-94.10, modified by CONASEV Resolution No.

005-2006-EF/94.10, or regulation that replaces it1.

In the cases of Literals (i) to (v), to be considered Allowed Creditor it shall have that condition on the

date of subscription of its respective financing Contract.

In case of syndicated credits, the Allowed Creditors may be represented by an Administrative Agent

or Agents of Guarantees.

1 The Regulation of Indirect Property, Link and Economic Groups, approved by Resolution of the Superintendence N°

00019-2015-SMV/01, will be in force since 01.01.2017, repealing CONASEV Resolution N° 090-2005-EF-94.10., except its Article 2.



2. Competent Governmental Authority:

Is the national, regional, departmental, provincial or district body or institution, or any of its agencies, regulatory or administrative or any public entity or organism of Peru that according to the law exercises executive, legislative or judicial powers or that belongs to any of the governments, authorities or aforementioned institutions, with competence on persons or matters in question.

3. Tariff Base:

Has the meaning established in Law N° 28832.

4. Concession Assets:

They are the movable and immovable property that comprise lands, buildings, equipment, accessories, Concessions, licenses, easements to be incorporated under the Applicable Laws, and in general all the works, equipment, vehicles, stock of spare parts, tools, facilities, blueprints, studies, software, data base, manuals and technical information, provided or acquired by the Concessionaire for the adequate construction and operation of the Power Line, under the terms of this Contract and for the compliance of the purpose of the Concession. It includes the Reinforcements, if any, executed by the Concessionaire under the Applicable Laws.

5. Concession Assets:

Are all the assets of ownership of the Concessionaire that do not qualify as Concession Assets and are of his free disposal.

6. Financial Closure:

Is the date when the Concessionaire subscribes the financing Contract that covers the needs for construction and equipment of the Power Line.

7. COES:

Is the Committee of Economic Operation of the National Interconnected Electric System.

8. Grantor:

Is the State of the Republic of Peru, represented by the Ministry of Energy and Mines.

9. Concession:

Is the legal relation of public law that is established between the Grantor and the Concessionaire since the closing date, whereby the Grantor grants to the Concessionaire the right for economic operation of the public service, during its effectiveness term, according to the terms of the Contract and applicable laws and provisions.

10. Concessionaire:

Is the preexisting legal person or a new one incorporated by the Awardee which social purpose is to develop the project, domiciled in Peru, Is the person who subscribes the Concession Contract with the Grantor.

11. Contract or Concession Contract:

Is this Contract, including the annexes and appendices that integrate it, through which the obligations and rights between the Grantor and the Concessionaire are governed.



12. Contract of Assurances and Guarantees:

Contract referred to in Article 24 of Legislative Decree No. 1224, by which is granted the guarantee

of the State in support of statements, obligations and security of the Grantor provided in the

Concession Contract.

13. Cost of Total Service:

Is the sum of the annual cost of operation and maintenance plus the annuity of the investment cost

calculated with the rate of 12% and a period of thirty (30) years, of the Power Line.

14. Total Destruction:

The situation produced by any cause that provokes damage to the Power Line, not attributable to any of the parties, estimated in the greater of:

(a) thirty percent (30%) of its replacement value carried to a new, or

(b) the probable maximum loss (PML) referred to in Clause 7.1.b.

15. Days:

Are the business days that are not Saturdays, Sundays or holidays, including those not working for:

a. The Public Administration in the national scope; and/or;

b. Those territorial jurisdictions where, by legal regulations, have been declared as such in the

region or regions where the project is developed.

All time references shall be understood as made at the hour of Peru.

16. Dollar or US$:

Is the currency or monetary sign of legal tender in the United States of America.

17. Financial Entity:

Are:

a. Banking companies and insurance defined according to Law No. 26702, General Law of the

Financial System and Insurance System and Organics of the Superintendence of Banking and

Insurance;

b. First category foreign Banks and

c. International financial entities.

d. For purposes of the bid are those listed in Annex N° 6 of the Bid Terms.

18. Supervising Company:

Is the person hired and paid by the Concessionaire, and which selection shall have the conformity of

the OSINERGMIN. Its tasks shall begin since the start of the engineering study and shall verify that

said study has considered the specifications of the Project indicated in Annex No° 1 of the Contract

and that complies with the respective regulations.

19. Permitted Guaranteed Indebtedness:

Consists in the indebtedness for the concept of financing or credit transactions, issuance of transferable securities or debt instruments and/or loans of money granted by any Allowed Creditor

under any modality, which funds will be addressed to the compliance of the purpose of the Contract,

including any renewal, rescheduling or refinancing of said indebtedness and that is guaranteed

according to the provisions of Clause 9, which main financial terms, comprising the principal

amounts, rate or interest rates, provisions on amortization or other similar terms, have been

authorized in writing by the Grantor.



20. State:

Is the State of the Republic of Peru.

21. Essential Facilities:

Are those Concession Assets which utilization is essential for the provision of the service and allows the provision of transmission services and electric distribution by third parties, under the Applicable Law.

22. Closing Date:

Is the day when the Concession Contract is subscribed prior compliance of all the conditions and statements established in the Bid Terms and/or the Contract.

23. Performance Bond of the Contract:

Is the letter of guarantee issued by a financial entity that the Concessionaire shall submit to: a) ensure compliance of all Contractual obligations; b) payment of penalties and c) the amounts ordered to pay, through final judgment or enforceable arbitral award.

In all cases of Performance Bond of the Contract may be constituted by more than one letter of guarantee provided they amount the total of the required amount for the corresponding guarantee.

Said guarantees shall have the following characteristics: joint and several, unconditional, irrevocable, with express waiver to the benefit of execussio or division, and automatically enforceable.

For purposes of this Contract a Performance Bond of the Contract will be given following the format of Annex No. 4 of the Contract and complying the provision set forth in Annex N° 6 of the Bid Terms; and a Guarantee of Operation following the format of Annex N° 4-A of the Contract.

24. Inspector:

Is the person selected and hired by the Concessionaire at the proposal of the Grantor, whose main function is to revise the engineering and constructive methods of the Power Line, aimed to the internal tests of the operation and those performed according to Annex N° 2 of the Contract.

25. Law of Concessions or LCE:

Is Decree Law N° 25844, Law of Electric Concessions and its complementary regulations and amendments.

26. Applicable Laws and Provisions:

Is the set of legal provisions that directly or indirectly regulate the Concession Contract, include the Political Constitution of Peru, the laws, the regulations with force of law, supreme decrees, regulations, directives and resolutions, as well as any other that according to the legal system of the Republic of Peru is applicable, which will be mandatory for the parties

27. Power Line or TL:

Is the Aguaytía-Pucallpa 138 kV transmission line (second circuit), which electric infrastructure is described in Annex N° 1 of the Contract.

28. Proposal:

Is the proposal submitted by the Bidder through Form N° 4 of the Bid Terms.

29. Qualified Operator:

Is the operator that has been declared as such for having proved that he complies with the technical requirements of qualification of the tender or the person that replaces him according to the Contract. Is the holder of Minimum Participation.



30. OSINERGMIN:

Is the Supervising Organism of Investment in Energy and Mining, or the person of public law that replaces him, entitled to supervise the compliance of the legal provisions, technical and Contractual under the scope of his competence; and to control and sanction according to the Classification and Scale of Sanctions approved for that purpose.

31. Party:

Is, as the case may be, the Grantor or the Concessionaire.

32. Parties:

Are, jointly, the Grantor and the Concessionaire.

33. Minimum Participation:

Is the shareholding or percentage of participations with right to vote, that the Qualified Operator shall have and maintain in the capital stock of the Concessionaire, that amounts twenty five percent (25%) of the subscribed and paid capital stock of the Concessionaire, for the term provided in the Contract.

34. Person:

Is any legal person, national or foreign, that may perform legal acts and assume obligations in Peru.

35. Commercial Operation Commissioning or “COC”:

Is the date since the Concessionaire begins to provide the service and is authorized to collect the Tariff Base. Said date will be indicated in the Minutes referred to in Clause 5.4.

36. Regulation:

Is the Transmission Regulation approved by Supreme Decree No. 027-2007-EM, and its complementary regulations and amendments.

37. SEIN:

Is the National Interconnected Electric System.

38. Service:

Is the public transmission service of electric energy to be provided by the Concessionaire through the Power Line under ther terms of the Contract and applicable laws and provisions.

39. Book Value:

Independently from the value established for tax purposes or for any other purpose, for the Contract “book value” is the value in books of the Concession Assets expressed in dollars (according to the financial statements prepared according to the generally accepted regulations and principles in Peru), net of depreciations and accumulated amortizations when making the calculation. For these purpose, the depreciation will be calculated under the method of straight line, for a period of thirty (30) years. If the depreciation for tax purposes is greater than that defined in this paragraph, will be discounted from the value in books resulting the difference between (1) the income tax that would have paid under the method of depreciation of straight line described and (2) the income tax resulting from the method of depreciation used by the Concessionaire. The book value shall not comprise revaluations of any nature, for purposes of the provisions set forth in the Contract.



ANNEX No. 4

Performance Bond Form

(city) , __ ________ 2016

Messrs.

MINISTRY OF ENERGY AND MINES

Av. de las Artes Sur No. 260, San Borja

Perú.-

Ref.: Letter of Guarantee No.…………..

Expiration:......................

Tender of Comprehensive Project Aguaytía – Pucallpa 138 kV Transmission Line (second circuit)

Of our consideration:

We hereby and upon request of our clients, Messrs ……………………. (name of legal person)

(hereinafter “the Concessionaire”) constitute this joint and several bond, irrevocable, unconditional, and

automatically enforceable, without benefit of excussio, or division, up to the amount of three million dollars

(US$ 3 000 000) in favor of the Ministry of Energy and Mines to guarantee the correct and timely

compliance of 1) all and each one of the obligations in charge of the Concessionaire; 2) the payment of

penalties and 3) the payment of the amounts ordered to cancel, through final firm judgment or

enforceable arbitral award, resulting from the entering of the Concession Contract of the Project Aguaytía

– Pucallpa 138 kV Transmission Line (second circuit) (hereinafter “The Contract”).

To honor this bond in your favor, shall be enough a requirement by notarial mean of the Ministry of

Energy and Mines, which should be signed by the General Director of Administration or a person duly

authorized by this entity, indicating that our clients ………….….(name of Concessionaire) have not

complied with the obligations that are guaranteed by this document.

Any delay on our part to honor the aforementioned guarantee, shall accrue an interest equivalent to the

maximum LIBOR rate, plus a margin (spread) of 3 % annually. The LIBOR rate will be established by the

daily Reuter Cable that is received in Lima at 05:00 p.m. London hour, of the date when was received the

payment requirement by notarial mean. Should interests accrue since the date when has been required

its compliance and up to the effective payment date.

This bond shall also guarantee, the correct and timely compliance of the obligations in charge of the

Concessionaire by virtue of the provisions contained in Legislative Decree N° 1224 and its regulation, or

regulations that modify or replace it.

Our obligations under this bond, will not be affected by any dispute between the Ministry of Energy and

Mines, or any entity of the Government of Peru and our clients.

This bond will be in force for a term of 12 months since.... ............... 20...., until ..... ....... 20....., inclusive.

Cordially yours,

Signature ………………………..

Name ……………………….

Financial entity



ANNEX No. 4-A

Operation Guarantee Form

(City), __ ________ 2016

Messrs.

MINISTRY OF ENERGY AND MINES

Av. de las Artes Sur No. 260, San Borja

Perú.-

Ref.: Letter of Guarantee No.…………..

Expiration:......................

Tender of Comprehensive Projects Aguaytía – Pucallpa 138 kV Transmission Line (second circuit)

Of our consideration:

We hereby and upon request of our clients, Messrs __________ (hereinafter “the Concessionaire”),

constitute this joint and several bond, irrevocable, unconditional, and automatically enforceable, without

benefit of excussio, or division, up to the amount of two million dollars (US$ 2 000 000) in favor of the

Ministry of Energy and Mines, to guarantee that ____ (“the Concessionaire”)____, complies with the

timely and correct fulfillment of all and each one of the obligations that correspond according to the

Contract of the reference.

To honor this bond in your favor, shall be enough the requirement by notarial mean of the Ministry of

Energy and Mines, which should be signed by the General Director of Administration or person duly

authorized by this entity, indicating that our clients ____________ (name of Concessionaire) have not

complied with the obligations that are guaranteed by this document.

Any delay on our part to honor the mentioned bond, shall accrue an interest equivalent to the maximum

LIBOR rate, plus a margin (spread) of 3 % annually. The LIBOR rate will be established by the daily

Reuter Cable that is received in Lima at 05:00 p.m. London hour, from the date when the payment

requirement was received by notarial mean. Interests should accrue since the date when compliance has

been required and until the effective payment date.

This bond shall also guarantee, the correct and timely compliance of the obligations in charge of the

Concessionaire by virtue of the provisions contained in Legislative Decree N° 1224 and its regulation; or

regulations that modify or replace it.

Our obligations under this bond will not be affected by any dispute between the Ministry of Energy and

Mines or any entity of the Government of Peru and our clients.

This bond will be in force for a term of 12 months counted since ______ and its expiration is _________,

inclusive.

Cordially yours,

Signature ………………………..

Name ……………………….

Financial Entity



ANNEX No. 5

Telecommunications

According to Annex N° 1 (Section 3.3.l) of the Contract, the Power Line shall have a main

communications system (optical fiber - OPGW), from which are agreed the following:

1. The optical fiber cable to be installed should comply with the specifications of the project gathered in

Section 4.1.4.3 of Annex N° 1, among them, have a minimum of twenty four (24) threads.

2. The State acquires the ownership of eighteen (18) dark threads of optical fiber installed by the

Concessionaire, according to the provisions set forth in Supreme Decree No. 034-2010-MTC, and Ministerial Resolution N°468-2011-MTC/03, and that will be used by the National Backbone Network

of Optical Fiber, according to Law No. 29904 and its Regulation approved by Supreme Decree N°

014-2013-MTC, which exclusively entitles to dispose said fiber without limitations.

3. The Concessionaire shall use the remaining threads of optical fiber, for his own communication needs.

4. The transfer of eighteen (18) threads of optical fiber of ownership of the State will be made according

to the procedure determined by the Ministry of Transportation and Communications, who shall be the entity in charge to deliver them in Concession. The Ministry of Transportation and Communications

is the entity of the State with which the Concessionaire shall directly deal all the aspects related to

the telecommunications activity.

5. It is the obligation of the Concessionaire to install the optical fiber cable of the main telecommunications system, observing at least, the following technical considerations:

a. The optical fiber cable shall be new and should be guaranteed against any manufacturing defect,

likewise, shall take into account the conditions of the environment where the optical fiber cable

shall be installed and operate in order that the characteristics of the cable are the adequate

b. The manufacturer of the optical fiber cable shall have certification ISO 9001-2008 and TL900

(Quality Management System).

c. The type of optical fiber to be implemented will be single-mode, which geometrical, optical, mechanical and transmission characteristics should comply at least with the Recommendation

UIT –T G.652.D or G.655 of the International Union of Telecommunications (hereinafter, the UIT)

d. The optical fiber shall have polarization mode dispersion (PMDQ) lower or equal to zero integer with a tenth (0.1).

e. The attenuation of all the fiber installed should be lower or equal to zero with thirty five

hundredths (0.35) dB per km at 1310 nm and at zero with twenty five hundredths (0.25) dB per km at 1550 nm.

f. It shall use an optical fiber cable with a useful life of at least twenty (20) years. For this purpose, it

shall consider the recommendations provided by the manufacturer, so as to ensure its useful life.

g. To perform the installation, joints and tests of optical fiber, the maintenance of the optical fiber cable, and the identification of threads, we shall consider the recommendations UIT-T of the

International Union of Telecommunications, and the standards ANSI EIA/TIA and IEC that are

applicable.

6. The maintenance of the optical fiber cable will be made by the Concessionaire, according to the guidelines indicated in the Recommendation of UIT-T L.25: "Maintenance of optical fiber cable

networks ", with the purpose to preserve it in good condition, until the threads of ownership of the

State are effectively used for the provision of the telecommunications services, from which the maintenance of the optical fiber cable will be shared with the Concessionaires of telecommunications

appointed by the State.



7. The Concessionaire shall provide the facilities for the housing of the optical equipment necessary to illuminate the optical fiber of ownership of the State, including the shared use of spaces.

Likewise, shall allow the access of threads of fiber of ownership of the State and the installation of accessories and/or devices that allow the provision of public telecommunications services, both for

the commissioning of the telecommunications services and for the operation and maintenance

thereof.

In this sense, the Concessionaire shall leave a distributor of optical fiber (ODF) in the telecommunications room that will be built in each substation, ready for the access to the 18 threads

of ownership of the State. Likewise, shall provide at least, electric power supply of 220 Vac and a

power not less than three (3) kilowatts; enough space to install and operate four (4)

telecommunication racks, as well as to accommodate conditioning equipment and energy, and space

to install an antenna of telecommunications, taking into account, the minimum safety distances.

For all the aforementioned, it shall not be required to make any consideration in favor of the

Concessionaire by the State or third parties that it will appoint. In case there are additional technical

requirements for the use of optical fiber threads of ownership of the State, the Concessionaire shall

agree within a term of 10 days, the economic and technical terms with the State or third parties that it will appoint. This term may be extended by the State, up to 45 additional days, for causes duly

justified and communicated to the Concessionaire. If there is any controversy, it will be settled under

Clause 14 of this Contract.

8. The State shall guarantee that the telecommunications activities that are performed do not limit or endanger the continuity and security of the electric transmission service, foreseeing in the processes

of optical fiber Concession of ownership of the State, the mechanisms that were necessary. In any

case, if there is any affectation to the electric transmission services for an act or omission in the

operation of the optical fiber of ownership of the State, alien to the Concessionaire, this latter will be exempt from administrative responsibility, civil and/or criminal; corresponding to the Concessionaire

of telecommunications who shall be in charge of the optical fiber operation, to assume the

corresponding responsibilities.

9. The Concessionaire may directly supervise or through third parties, the works and/or activities that are executed to illuminate the optical fiber of State ownership and to make viable the operation of the

fiber in the provision of public telecommunication services. In case there is a risk of the electric

infrastructure and/or provision of the electric service, the Concessionaire may order the suspension

of those activities for duly supported reasons, which should be informed in writing to the Ministry of

Transportation and Communications, and to the Ministry of Energy and Mines, within a term no later than 48 hours of the suspension. The activities shall be resumed in a maximum term of 10 days,

unless otherwise agreed between the parties. If there is no agreement, the controversy shall be

settled under Clause 14 of this Contract.

10. The Concessionaire shall send semiannually to the Grantor the geo-referenced information about the laying of the optical fiber, the current use and projected, and if applicable, the telecommunication

companies and the sections for which Contracts for utilization of its infrastructure would have been

entered.

11. The optical fiber threads that are not of the State ownership and the equipment and complementary and related services, are part of the Concession Assets.

12. The provisions set forth in this annex shall not affect the Tariff Base. In case of using the facilities of the Concession to develop telecommunications business, the users of the electric service will be

compensated according to the sectorial authority. In this case, the commercial operation of the

optical fiber threads of the Concessionaire shall be made by a Concessionaire company of

telecommunications, which shall offer its services to all the telecommunications Concessionaires that request it in non-discriminatory conditions and that will be subject to the other laws and

telecommunications regulations.



ANNEX N° 6

4, 4-A and 4-B Forms

(Legalized Copies)



ANNEX N° 7

Deadlines for Project Development

The following milestones shall be compiled in the terms that are indicated below (all counted since the

closing date):

Milestones Term

1.- Environmental Impact Study approved by the Competent

Governmental Authority. Twenty (20) months

2.- Financial Closure of the Project. Twenty four (24) months

3.- Arrival to the corresponding work sites of reactors and

transformers, referred to in paragraph 3 of Annex N° 1 of the

Contract.

Thirty one (31) months

4.- CO Thirty six (36) months

The Commercial Operation Commissioning will be indicated in the minutes referred to in Clause 5.4.



ANNEX N° 8

Power Line Descriptive Report

A. Transmission Line.

1. General description of the project.

2. Description of the line route.

Include start and end points with altitude in m.a.s.l., as well as the geographical blueprints and

planimetry at appropriate scale. The route of the line should be described, highlighting the

vertices of the outline, the crossing with other lines and passing through populated and

archaeological areas.

3. Design and construction standards used.

3.1 Air line:

It will basically use the National Code of Electricity. If necessary, will be complemented with

international standards such as ANSI/IEEE, IEC, VDE, NEMA, ASTM, NESC, NFPA.

4. Technical Characteristics

a) Length of travel of the line (km).

b) Isolation level at 60 Hz and BIL adjusted for height.

c) Transmission capacity. It shall be supported that the transmission capacities specified in

Annex No. 1 of the Contract are complied.

d) Failure rate expected of service output of all the line, in number of outputs /100 km-year, as

required in the respective Annex N° 1.

e) Number of conductors per phase.

f) Type, material and section of conductors. It shall be supported that the loss Joule limits are

met as well as the superficial gradient levels and non-ionizing radiations limits specified in

Annex No. 1 of the Contract.

g) Type, material and characteristics of insulators. Include the number of units per suspension

chain and angle.

h) Types of structures. Include typical diagrams of structures (suspension, angle and terminal).

i) Foundations. Include type (concrete or metallic).

j) Number and characteristics of guard cables.

k) Type, material and section of guard cables.

l) Grounding. Include the system to use (electrodes, counterweights or other), as well as

dimensions and section of elements to use.

m) Other characteristics or relevant information.

n) Used easement.

o) Access and infrastructure.

B. Substations.

1. General description of the project.

2. Location of Substation.



Include geographical blueprint and altitude in m.a.s.l. of each one of the substations. The

selected land should be described and the near accidents that would happen.

3. Design and construction standards used.

Basically will be used the National Code of Electricity. If necessary, will be complemented with

international standards such as: ANSI/IEEE, IEC, VDE, NEMA, ASTM, NESC, NFPA.

4. Technical Characteristics of Substation.

a) General description of the switchyard, indicating the disposition of the plant. Include single-line

diagram, plant view and elevations.

b) Configuration of bars. Include criterion used for its election. If the referential configuration is

modified, take into account the support of the modification and verification that has the best

performance than the referential scheme.

c) Isolation level at 60 Hz and BIL adjusted by height.

d) Description of the type of equipment proposed in each substation:

Conventional

Encapsulated (GIS)

With indication of the number of cells in 138 kV:

line

Transformer

Coupling

Reactive compensation

e) Characteristics of switches:

Type: life or dead tank, in SF6 or other, drive, control: local and/or remote, etc.

Nominal current and short-circuit, breaking capacity (MVA).

f) Characteristics of line and bar disconnectors:

Drive, control: local and/or remote, etc.

Nominal current and short-circuit.

g) Characteristics of measuring transformers.

h) Characteristics of lightning rods.

i) Characteristics of power transformers.

Relation of transformation.

Power (MVA) with normal ventilation (AN/ON) and forced

Taps and changer system of taps.

j) Characteristics of reactive compensation system:

Reactor power, SVC. or bank of capacitors.

Drive form: continuous or by steps (discreet).

k) Description of protection systems, measurement, control and maneuver. Demonstrate

compliance with the requirements of the COES.

l) Description of telecontrol systems, telecommand, data acquisition and its link with the system

of the COES.

m) Description of the communications system.

n) Grounding. Include the system to use (electrodes, deep earth mesh or other), and dimensions

and section of elements to use.

C. Pre operability Study of the Electric System.



The purpose of the study is to verify that the final scheme of the installations allow an adequate

operation of the SEIN, according to the requirements established by the COES.

The pre operability study shall comprise a horizon not less than 10 years and includes the study,

among others, of the following aspects:

Studies of operation in stationary state, for several conditions of load and generation. The

compliance of the permitted ranges of voltage variation will be verified, as well as the load for

lines and transformers, operation of devices of reactive compensation, operation of automatic

systems of voltage regulation, effect on other elements of the network, among others.

Contingency studies in stationary state. The operative response will be demonstrated which is

adjusted to the system in case of occurring simple contingencies in the transmission system (N-

1), during the emergency period and until the Control Center of the COES adopts the corrective

measures.

Studies of transient reply post disturbance and verification of the adequate response of control

devices, regulation, protection and rapid reclose.

Studies on over voltages and isolation coordination.

Study of voltages and harmonic currents, their effect in the SEIN and filters requirements.

Design of protection systems and coordination of protection with other facilities of the SEIN,

according to the standards of the COES.

Calculation of powers and short-circuit currents and verification of the capacity of existing

installations and projected to withstand the new short-circuit levels. It shall be identified and

incorporated to the project the modifications and reinforcements in the existing substations that

will be extended as part of the project. Likewise, the modifications and reinforcements of

installations which are influenced by the project will be identified and proposed, but they do not

form part of the project.

The detail and scope of the pre operability study shall be coordinated with the COES. The procedures

PR-20 of the COES will be applied or that replacing it.



ANNEX N° 9

Prior Consultation

The purpose of this annex is to regulate the realization of the Prior Consultation, according to Law No.

29785 and its regulation approved by S.D. 001-2012-MC, as well as its amendments, and replacing regulations.

I. Definitions.- For purposes of the Contract and this annex, we shall understand by:

a) Agreements: are the agreements resulting from the Prior Consultation entered by the Grantor,

which purpose or direct effect is to regulate the compensations or the location of infrastructure.

b) Excluded Areas: are the geographical spaces that may not be used to install the infrastructure or

build it, as indicated in Annex N° 1.

The Protected Natural Areas, the Regional Conservation Areas and the Areas of Private

Conservation, and their respective buffer zones, if any, will be considered Excluded Areas

although they do not appear in said annex.

c) Compensations: are the prices, retributions, remunerations, indemnities and in general the

considerations and payments that, under any denomination, periodicity or characteristic, the

Concessionaire pays to the indigenous people or to its members, which result from the implementation of the agreements or restrictions, as well as the costs of them.

d) Prior Consultation: the process of consultation to indigenous people that the Grantor shall make

according to Law N° 29785 and its regulation.

e) Difference for Location: is the increase of investment made in infrastructure as consequence of

the variants or operation and maintenance costs for the same reason.

f) Infrastructure: is any temporary or final infrastructure that shall be built to provide the service

under the terms of this Contract. Includes highways or access paths necessary for the

constructive process or for the operation and later maintenance to the Commercial Operation

Commissioning.

g) Administrative measure: Is the resolution that approves the Final Concession of the Power Line,

according to the provisions of Ministerial Resolution No. 350-2012-MEM/DM. Without prejudice, the parties recognize that the opportunity to execute the process of Prior Consultation will be

regarding the realization of the process of Citizenship Participation that is performed within the

framework of the procedure of approval of the Environmental Impact Study.

h) Descriptive Indigenous Memory: is the document prepared by the Concessionaire to be delivered

to the Grantor and to the DGAAE jointly with its Plan of Citizen Participation, including the following information:

The blueprints of location of lands or occupied territories with or without title by the indigenous

people that will be totally or partially used or affected by the infrastructure or its operation or

maintenance.

The denomination of the referred populations and the identity and form of locating the natural

persons that will be their representatives, with or without formally established powers. Also shall be indicated the estimated population for each village, the local language and the access

routes. It shall be considered all the indigenous people or native who qualify as such in the

terms of Law N° 29785, its regulation and other applicable regulations, whether they are

included or not in the data base of Indigenous People published by the Ministry of Culture.



The form or measure that, upon the Concessionaire opinion, the construction or existence of

infrastructure would have the potentiality to directly affect the collective rights of the peasant

and indigenous communities, if applicable; or otherwise, the reasons and the due support

whereby it considers that there is no collective right to be affected, or if existing, the project shall not directly affect it.

The Indigenous Descriptive Memory will not be subject to observations by the Grantor, for its

referential nature.

i) Citizen participation: the process of citizen participation referred to in Ministerial Resolution No.

535-2004-MEM-DM and Ministerial Resolution No. 223-2010-MEM-DM, or the regulations that in future replace them.

j) Proposal: is the location of all the components of infrastructure initially proposed by the

Concessionaire. The detailed blueprints that allow knowing the Proposal are delivered by the

Concessionaire to the Grantor and to the DGAAE, jointly with its Plan of Citizen Participation.

Includes a Schedule that indicates the critical route of the project.

k) Restrictions: are the measures that upon opinion of the Grantor are necessary to guarantee the collective rights of indigenous people or native. These measures may be decided because the

Grantor could not enter agreements or those entered were insufficient or incomplete upon opinion

of the Grantor. The restrictions will be notified jointly with the approval of the administrative

measure object of Prior Consultation.

l) Variant: is the variation in the location of infrastructure as consequence of agreements and restrictions, regarding the proposal.

II. Rules.- The following rules shall be applied:

1) Opportunity of Prior Consultation

If the Grantor considers that the Prior Consultation is legally necessary, said consultation shall be

executed parallel to the Citizen Participation. It is obligation of the Grantor, to organize and

execute the Prior Consultation, so as it concludes according to Article 23 of Supreme Decree No. 001-2012-MC. The term referred to in Article 24 of said decree will be counted since the entering

of the last informative workshop comprised in the Citizen Participation.

The Grantor declares that for purposes of the development of the Concession, a Prior

Consultation shall not be required of any act or measure different to the Administrative Measure.

2) Function of the Indigenous Descriptive Memory

The Indigenous Descriptive Memory will be considered by both parties as referential, so the lack of accuracy or fullness of said memory shall not cause any prejudice for the Concessionaire nor

relieves the Grantor from his obligation to evaluate if corresponds to make a Prior Consultation

and to make said consultation in the terms established by applicable laws.

Notwithstanding its referential character, the Concessionaire shall perform its best efforts to

achieve and submit the Indigenous Descriptive Memory with sufficient and useful information that allows the Grantor to decide if corresponds or not the Prior Consultation, regarding the persons

and how it should be executed orderly and efficiently and in simple way.

3) Effects of the Agreements on the Contract

After culminating the process of Prior Consultation, the Grantor shall grant the Final Concession

of Transmission according to Article 25 of the Law of Concessions.



The approval of the Administrative Measure, the subscription of Agreements and Restrictions, include the following:

a. The Investment Cost referred to in Literal b) of Clause 8.1 will be increase in one opportunity in the nominal amount of Compensations and that of Difference by Location, since the time when they are disbursed or the POC is produced, time when the charged amount will be updated according to Literal f) of Section 8.1 and considering the same period of recovery provided in Literal d) of Section 8.1. Said increase will be determined, based on the principle of efficiency and effectiveness, by agreement of the parties, through a minutes subscribed by its legal representatives, in a maximum term of thirty (30) days, counted since the delivery by the Concessionaire, to the Grantor and to the OSINERGMIN, of the corresponding support and a draft minutes. For the signature of the minutes by the Grantor, it shall be required the prior favorable opinion of the OSINERGMIN, who shall have a term of fifteen (15) days for that purpose. The OSINERGMIN, for one time, may request to the Concessionaire the complementary information required for its analysis, within 4 days after receiving the request of the Concessionaire. The term to issue the opinion of the OSINERGMIN shall remain suspended, as far as the Concessionaire corrects the requested complementary information.

At the expiration of the term of 30 days indicated in the previous paragraph, without the approval of the increase, with or without favorable opinion of the OSINERGMIN, any of the parties may be subject to the provisions of Literal a) of Clause 14.6.

b. It is the obligation of the Concessionaire to continue with the project and execute it according to the terms of the Contract, the agreements and Restrictions. The existence of variants, Compensations or Differences by Location, or controversies on any of them, does not allow the suspension of obligations, reciprocal or not, that corresponds to each party according to the Contract.

c. It is obligation of the Grantor to comply with and enforce the agreements, and is obliged to take the regulatory measures, administrative or executive that are necessary or convenient. These measures include, upon request of the Concessionaire, the forced imposition of easements and the necessary assistance to exercise and use the imposed easements.

4) Other issues

4.1 After approving the Administrative Measure, the Concessionaire has the right to introduce unilateral variants regarding the Proposal, for any reason without the need of an addenda or later consent, as far as they do not mean a breach of the provisions set forth in the Agreements or Restrictions.

However, these unilateral variants shall not result in increases in the Investment Cost. It shall be the responsibility of the Concessionaire to evaluate if the referred unilateral variants require additional approval of the environmental authorities.

4.2 Any controversy associated to Prior Consultation shall be treated as Technical Controversy, including but not limited to the following:

i. The existence, scope or magnitude of variants, compensations, restrictions, or differences by location.

ii. The form or time when compensations or differences by location should be aggregated to the retributions to which the Concessionaire is entitled or the form to collect them and transfer them to the users of the infrastructure.

iii. The consequences regarding the Contract, the breach or the partial, late or defective breach of Prior Consultation of the Agreements or Restrictions by the Indigenous People or Native or the parties.

4.2 If the implementation of variants modifies the critical route of the Proposal, the term of the POC will be increased in the same term of the delay.



ANNEX N° 10

Referential Route Layout of Power Line consulted to the National Service of

Natural Protected Areas by the State – SERNANP

Lima, March 28, 2016

CERTIFICATION No. 76 – 2016-SERNANP-DDE

Considering Letter w/n received on March 21, 2016 (CUT-007637-2016), subscribed by Mr. Anibal Del

Aguila Acosta, Head of the Project PROINVERSION, identified with RUC Number 20380799643, with

fiscal domicile at Av. Canaval y Moreyra No. 150, piso 9, district of San Isidro, whereby it requests the

certification of location of a line that is called Project “Aguaytía-Pucallpa 138 kv Transmission Line

(second circuit)”, that is located taking as reference the administrative political limits of the INEI, in the

districts Alexander Von Humboldt, Irazola, Neshuya and Padre Abad, Padre Abad province, and the

districts of Campoverde and Callería, Coronel Portillo province, department of Ucayali.

It is certified based on the information provided that it refers to the referred line that, it is not overlapping

to a Natural Protected Area or Buffer Zone, as specified in the report No. 0242 – 2016-SERNANP-DDE

and enclosed map.

(Signature)

Rudy Valdivia Pacheco

Director of Strategic Development

SERNANP



National Service of Natural Protected Areas by the State

Direction of Strategic Development

REPORT NO. 0242 – 2016- SERNANP-DDE

TO : Blgo. Rudy Valdivia Pacheco


FROM : Marisela Huancauqui Torres


SUBJECT : Certification of location of point, line or polygon related to the Natural Protected

Areas and its Buffer Zone

Reference : Letter w/n received on March 21, 2016 (CUT 007637-2016)

DATE : March 28, 2016

It is a pleasure to address you this document with the purpose to inform you about the analysis of

The location of a line, regarding the Natural Protected Areas and Buffer Zone.

BACKGROUND

Through document of the reference, Mr. Anibal Del Aguila Acosta, Head of the PROINVERSION Project,

requests to the Direction of Strategic Development, the certification of location of a line that is called

Project “Aguaytía-Pucallpa 138 kv Transmission Line (second circuit)”, with relation to the Natural

Protected Areas or Buffer Zones of the SINANPE.

The digital information was downloaded referred to the different thematic layers of the National Road

Network of the official web page of the MTC, in shape file format.

http://mtc.gob.pe:8080/geonetwork/srv/es/main.home dated 05/03/2015.

Through Official Letter No. 1523 – 2015-INEI/DTDIS, dated October 01, 2015, through the National

Institute of Statistics and Informatics – INEI, send to this Direction referential information of the

administrative political limits at national level, in shape file format.

ANALYSIS

The certification request of location of the point, lien or polygon related to the Natural Protected Areas

and its Buffer Zone, was evaluated according to the requirements specified in the Tariff list of services to

third parties approved through Presidential Resolution No. 212-2014-SERNANP.

Below is the analysis of compliance of the requirements provided in the Tariff list of services:

http://mtc.gob.pe:8080/geonetwork/srv/es/main.home%20dated%2005/03/2015



NATIONAL SERVICE OF NATURAL PROTECTED AREAS BY THE STATE

DIRECTION OF STRATEGIC DEVELOPMENT

REPORT NO. 0242-2016-SERNANP-DDE

Ítem Complied

(Yes/No)

Remarks/Comments

Request of service (according to Format

No. 1)

YES

CD containing Format of request of

certification filled in excel format

YES

File shape file that delimits the point, line

or area in Datum WGS 84 and in the

zone(s) UTM that is spatially located, this

should be indicated according to the

description made in paragraph V of

format No. 1

YES Complied the provisions established in

Presidential Resolution No. 212-2014-

SERNANP

Invoice/payment voucher YES

To analyze the location of the requested line, in relation to the natural protected areas, the

cartographic information was used and stored in the Institutional Geographical Data Base of

SERNANP referred to:

Natural Protected Areas of National, Regional and Private Administration

Buffer Zones

Likewise, for the generation of the corresponding location map, was used referential information

generated by other institutions:

Base cartography (IGN)

Political limits, populated centers (INEI)

Road Network (MTC)

Considering the information sent, it is determined that the location of the line called project

“Aguaytía-Pucallpa 138 kv Transmission Line (second Circuit)” is not overlapping to a Natural

Protected Area or Buffer Zone, as is shown in the enclosed map.

III CONCLUSION

The line that is called Project “Aguaytía-Pucallpa 138 kv Transmission Line (second circuit)” does

not overlap to a Natural Protected Area or Buffer Zone.



NATIONAL SERVICE OF NATURAL PROTECTED AREAS BY THE STATE

DIRECTION OF STRATEGIC DEVELOPMENT

REPORT NO. 0242-2016-SERNANP-DDE

RECOMMENDATION

Enclose is the project reply in attention to the request of the user, for the corresponding purposes.

This is for your information or and for any purpose deemed appropriate.

Cordially yours,

(Signature)

Geog. Marisela Huancauqui Torres


As the previous report has already been reviewed, I proceed to subscribe it for its corresponding

process for it is according to all the technical aspects.

(Signature)

Blgo. Edgar Vicuña Miñano

Responsible for the UOF Information Management

As the previous report has already been reviewed, I proceed to subscribe it for its corresponding

process for it is according to all the technical aspects.

(Signature)

Blgo. Rudy Valdivia Pacheco


SERNANP



ANNEX N° 11

Reference Terms

Engineering Supervision, Supply and Construction of the Project “Aguaytía-

Pucallpa 138 kV Transmission Line (second circuit)”

1. PURPOSE

Hire the services of a Specialized Company in Engineering Supervision, Supply and Construction of

High Voltage Transmission Lines, to make the engineering supervision and work of the Contract of

Concession SGT SGT Aguaytía-Pucallpa 138 kV Transmission Line (second circuit) (hereinafter The Contract), by order of the Concessionaire.

2. SUPERVISING COMPANY

The Concessionaire is obliged to hire and pay the expenses required for the supervision of work, for

which he shall propose a specialized company in the supervision of high voltage transmission

systems, which should not have any link in the last five (5) years with the Concessionaire and which

selection shall have the conformity of the OSINERGMIN.

The expenses required by said supervision shall be part of the investment proposal of the

Concessionaire.

The supervising company shall start its tasks since the beginning of the engineering project of the

transmission system (transmission line and high voltage substation).

3. SCOPE OF SUPERVISION

The Supervising Company shall monthly inform in writing to the Grantor and to the OSINERGMIN about the work development.

On the other hand, the Concessionaire shall provide a notebook of works, in triplicate pages, duly

foliated and authorized by Notary Public, which shall be opened one day before the start of execution

of works and where the authorized persons shall write down the important incidences during the

execution of the work, keeping permanently at work and under custody of the Concessionaire. The representatives of the Supervising Company and the Concessionaire duly proven shall subscribe all

the annotations they make. OSINERGMIN may have access to the notebook of works whenever it

requires.

The supervision will be provided in the execution of the project of the Aguaytía-Pucallpa 138 kV

Transmission Line (second circuit), which comprises the following:

a) Extension of Aguaytía Substation

One (01) cell in 138 kV for the second line of Pucallpa substation.

Complementary systems: protection systems, control, measurement, communications, grounding, auxiliary services, porches and bars, civil works, etc.

b) Extension of Pucallpa Substation

One (01) cell in 138 kV for the second line of Aguaytía substation.

Complementary systems: protection systems, control, measurement, communications,

grounding, auxiliary services, porches and bars, civil works, etc.

c) Transmission Line 138 kV Aguaytía-Pucallpa

Approximate length : 132 km

Number of topics : One (1)



Nominal voltage of operation : 138 kV

Maximum voltage of system : 145 kV

Configuration of conductors : triangular type

Type of conductor : AAAC 300 mm2

Number of conductors per phase : One (1)

Guard cables : One (1) of OPGW type, of 24 fibers

Substations it links : S.E. Aguaytía and S.E. Pucallpa

Altitudes : < 500 m.a.s.l.

The Concessionaire will be also responsible to include other elements or components not described

in Annex N° 1, and, dimension, modify or adapt whatever is necessary, in order to guarantee the

correct operation of the installations of the project and the provision of the service according to the

quality standards applicable to the National Interconnected Electric System (SEIN).

In the case that scope, specifications or characteristics of the project, contained in Annex No. 1 differ

with indications made in the engineering preliminary draft, shall prevail the provisions set forth in Annex N° 1. In this sense, the engineering preliminary draft shall be considered as a document with

information of referential nature.

The Concessionaire shall comply with the Commercial Operation Commissioning (COC) of the

project in the term provided in the Contract, counted since the closing date.

Likewise, Clause 4.9 of the Contract establishes that the OSINERGMIN with its own personnel or

through specialized companies and at its own account, cost and risk, may perform the follow up of execution of works and the technical inspection of constructive quality of the project.

4. SCOPE OF TASKS OF THE SUPERVISING COMPANY

The Supervising Company shall be in charge of the function of project supervision, within the

framework of the Concession Contract and applicable regulations, during the stages of design,

construction, tests and commissioning of the Power Line.

The purpose of the supervision tasks is that the project complies with the following:

a. That the Final Engineering and the Engineering at Work Level correspond to the scope specified

in Annex N° 1 of the Contract.

b. That the Supply of Equipment and Materials, correspond to the scope specified in Annex N° 1 of the Contract, verifying to comply with the specifications, minimum requirements and regulations

established in the Contract, and in the good engineering practice.

c. That the construction and tests of the project correspond to the scope established in Annex N° 1 and Annex N° 2 of the Contract, respectively.

d. That the construction of installations is made according to the calendars and schedules of the Contract.

e. Shall prepare a report according to the construction of the project.

Without limitation, the list of activities that will be developed by the Supervising Company will be the

following:

4.1 Supervision of Engineering Studies

Revise and evaluate the studies prepared by the Concessionaire, which should be according to

the scope of the Contract. Said studies, among others, are the following:

Engineering at final level Engineering according to the work

4.2 Supervision of Supplies

Verification of protocols of test in Factory (FAT).

Verification of protocols of internal tests of operation (SAT).



Supervise the quality of supplies and the technical characteristics of the equipment, taking into account, among others, the provisions set forth in Clause 4.2 and Annex N° 1 of the

Contract.

4.3 Supervision of construction of Power Line

Make the supervision of activities related to the construction of the Power Line. Without limitation shall be supervised the following:

Compliance of Schedules of Activities for the Execution of Works and Valued Schedules.

The quality of material, equipment of the electric system and constructive quality of the Power Line.

The correct construction of civil works (mainly of foundations), and, the quality of supplies and materials that are used.

The correct execution of the assembly of the Power Line.

Verify the compliance of the technical specifications of the assembly in order to comply with the provisions of Annex N° 1 of the Contract.

The adequate transportation, handling and storage of supplies and equipment.

Verify that the organization of the Contractor is in accordance with the size of the project, which shall ensure the compliance of the constructive procedures and security of its

personnel.

Approve the appointment of companies to be sub hired for the construction of the Power Line. Shall evaluate the experience and technical qualifications of the company and the

personnel of sub-contractors.

Compliance with the Program of Quality Assurance referred to in Clause 5.11 of the Contract.

Compliance of the environmental protection standards and security in works, revising and

authorizing the safety procedures and environmental protection.

The task of the Supervising Company shall not interfere in the attributions and

responsibilities of the Inspector of the Contract.

4.4 Supervision of Tests

Participate in the internal operation tests.

Participate in the verification tests of the Power Line established in Annex N° 2 of the

Contract.

5. QUALIFICATIONS OF PERSONNEL OF THE SUPERVISING COMPANY

The professionals required for the task of supervision and its respective profile, without limitation, is

the following:

Head of Supervision of the Project: Mechanic-electricity Engineer or electrical technician, with

minimum experience of 05 years in supervision of lines and substations of 138, 220 or 500 kV.

Head Supervisor of Transmission Line: Mechanic-electricity Engineer or electrical technician,

with minimum experience of 05 years in supervision of lines of 138, 220 or 500 kV.

Head Supervisor of Substations: Mechanic-electricity engineer or electrical technician, with

minimum experience of 05 years in supervision of substations of 138, 220 or 500 kV.

Head Supervisor of Civil Works: Civil engineer, with minimum experience of 10 years in

supervision of civil works of lines and substations of high voltage.

Specialist in Electric Protection: Mechanic-electricity engineer or electrical technician, with

minimum experience of 05 years in protection systems of substations of 138, 220 or 500 kV.

Specialist in Telecommunications: Mechanic-electricity engineer or electrical technician with

minimum experience of 5 years in telecommunications systems of high voltage Power Lines.



Supervisor of Geo-technics: Geologist engineer, with minimum experience of 10 years in

supervision of works in lines and substations of high voltage.

Head of Security: Mechanic-electricity engineer, electrical technician or related profession with

minimum experience of 10 years in the supervision of security during the construction of lines and

electric substations of high voltage.

Civil Technicians, electro mechanic and telecommunications, with minimum experience in

similar works, in works of power lines, substations and high voltage telecommunications.

6. REPORTS

The Supervising Company, shall submit to the Concessionaire and to the OSINERGMIN, the

following types of reports, during the execution of the service:

Monthly reports: At the end of each month and during the period of execution of the Power Line,

the Supervising Company shall prepare a report about the situation of the project.

Reports of observations: In each opportunity when the Supervising Company detects an

observation, it shall prepare the respective report, describing the corresponding details.

Specific reports: Are the reports that during the execution of the work, the OSINERGMIN shall request about the aspects or specific technical problems, security situations, environmental

aspects, incident and accidents or about other aspects related to the execution of the Power Line.

Report of the compliance of Annex N° 1 of the Contract.

Report of review of Engineering at Final Level.

Final Report: Once the works are finished and accepted all the tests and commissioning, the Supervising Company shall prepare a final report of its activities. In this report the Supervising

Company shall express its approval and conformity to the installations.

A copy of the last three reports listed above, will be submitted to the Grantor.

7. CALENDAR OF EXECUTION OF SERVICE

The deadline of execution of the service is that indicated in the Contract, counted since the following day to the date of subscription of the consultancy service.

The start of the consultancy service will be the first business day of the following month of

subscription of the Contract of consultancy service.

If an extension term is necessary, the parties will agree for it.

8. FACILITIES OF INFORMATION AND SUPERVISION

The Concessionaire shall make available to the Supervising Company the documentation that is required by it.

These Terms of Reference, in general, consider the obligations that shall be complied by the

Concessionaire and that are established in the Concession Contract of SCT “Aguaytía-Pucallpa 138

kV Transmission Line (second circuit)”, which includes Annex N° 1 “Technical Specifications of the

Project” and Annex No. 2 “Procedure of Verification of Power Line”.

sgt concession contract aguaytía-pucallpa 138 kv transmission … · 2016. 7. 7. · sgt lt...

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