18.10.18 - Malindi - EPC - Schedule - MASTER VERSION - 4

Malindi Draft: 18 October 2018
SCHEDULE 1
SPECIFICATION
Part A - Employer’s Requirements
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SCHEDULE 1
SPECIFICATION
Part B – Contractor’s Proposals
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SCHEDULE 2
SCHEDULE OF TESTS
1.1 Purpose and Scope of Work
This Schedule consists of the following:
Part A – Facility Commercial Operations Testing
Part B - Employers Tests
Part C – Interconnection Works Tests
The purpose of the testing described in this Schedule is to:
 Demonstrate that the Facility and the Interconnection Facilities have been manufactured,
installed and commissioned to an appropriate standard;
 Ensure that construction and erection of structures are performed to the required standards.
 Demonstrate initial performance of the Facility after Commissioning has been completed, in
order to achieve Substantial Completion;
 Demonstrate the performance of the Facility over the first 2 years of operation in order to
achieve Final Acceptance;
 Ensure compliance with the requirements of the PPA and the Grid Code;
 Allow the Employer to issue a Take Over certificate for the Facility.
The Contractor shall:
 Develop and submit a detailed Inspection and Testing Plan in accordance to these
requirements for review and agreement by the Employer no later than 60 days prior to start
of any testing;
 Carry out all the required testing and provide the guarantees as described in this Contract;
 Cooperate with other parties as required, including KETRACO, KPLC and the Independent
Engineer.
The Contractor shall have in place an established Quality Assurance programme that covers the
design, manufacturing, installation, commissioning, and testing of the equipment, Works, and services
they supply including managing the work of their subcontractors and suppliers. The Quality Assurance
programme shall be ISO9001 certified and copies of this certification, valid for at least the duration of
the Works’ execution shall be provided to the Employer for review.
Prior to any testing commencing, the Employer and the Employer’s Representatives shall, at his
discretion, undertake Quality Assurance inspection visits to any manufacturer of major equipment
being supplied.
All equipment supplied under the Contract shall comply with the electrical, mechanical and
environmental requirements specified within the suite of IEC Publication 60255, generally known as
“Type Testing”. The Contractor shall submit full details, including any Type Testing certification, in
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their offer which confirms their proposed equipment is compliant with the full range of Type Tests
specified within IEC Publication 60255. If compliance cannot be provided against any aspect, then the
Contractor is to submit full details of the Type Tests they will perform.
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PART A
FACILITY COMMERCIAL OPERATIONS TESTING PROCEDURES
Set out in this Part A of Schedule 2 are the provisions contained in Appendix C Part B Section 4 (Testing
and Commissioning of the Interconnection Facilities), and Appendix H (1) (Commissioning Procedures)
and Appendix H (2) (Plant Commercial l Operations Tests) of the PPA. These requirements must be
satisfied in order to achieve Substantial Completion and the Full Commercial Operations Date.
1.1 Requirements of PPA Appendix H (1)
1.1.1 Pre-Energization Acceptance Test
Prior to the connection of each Unit to the Delivery Point, the Contractor shall carry out a “Pre-
Energization Acceptance Test” for each Unit as specified in the manufacturer’s manuals. The Pre-
Energization Acceptance Tests will be witnessed by the Independent Engineer. The Independent
Engineer will issue a certificate after each successful Pre-Energization Acceptance Test, certifying that
the Unit has passed such test.
1.1.2 Pre-Commissioning and Commissioning of Each Unit
The Contractor shall carry out the Pre-Energization Acceptance Tests required to ensure that each Unit
is ready to be connected to the Delivery Point. It is acknowledged by the Parties that only tests of the
Units which can be executed without a live connection to the Buyer’s System, through the use of a
diesel generator, will be carried out at this stage in order to demonstrate the Unit is ready to connect.
Those tests shall be witnessed by the Independent Engineer. The Independent Engineer shall issue a
ready to connect or ready for Commissioning Certificate for each Unit. Commissioning tests will
require a live connection to the Buyer’s grid and will be carried out after the completion of the Pre-
Energization Acceptance Tests. This phase will be coordinated with the Buyer.
1.1.3 Commissioning of the Buyer’s Interconnection Facilities
See Schedule 31, Part B (Designation of the Interconnection Facilities and Requirements).
1.1.4 Commissioning of the SCADA System
The Contractor shall carry out those Commissioning tests with respect to the SCADA System. Those
tests shall be witnessed by the Independent Engineer. It is acknowledged by the Parties that only tests
of the SCADA System which can be executed without a live connection to the Buyer’s System will be
carried out at this stage in order to demonstrate that the SCADA System is ready to run. Those tests
shall be witnessed by the Independent Engineer. The Independent Engineer shall issue a ready to run
certificate after each successful test. Additional tests that require a live connection to the Buyer’s grid
will be coordinated with the Buyer.
1.1.5 [Test to be completed as part of the Commissioning of each Unit]
During initial Commissioning of each Unit, the initial operational testing of each Unit shall be carried
out by the Contractor. The Contractor must be satisfied that each Unit is capable of continued reliable
operation as well as energy production and shall so notify the Buyer in accordance with
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Clause 8.1(e)(ii) (Completion of Commissioning for Units). The minimum performance criteria for the
Unit Commercial Operations Test are set out below.
During the period of the Unit Commercial Operations Test, the reliability and energy production
capability of the Unit will be demonstrated in the following manner:
i) The Contractor will notify the Buyer of the commencement of the Unit Commercial
Operations Test so that the Buyer can arrange for the witnessing of that test.
ii) Each Unit shall be considered to have passed the Unit Commercial Operations Test if the
average value of the unit availability factor constituting the relevant Unit for that period is
equal to, or greater than eighty-five (85%) percent, and each Unit shall achieve a minimum
of eighty-five (85%) percent Availability at full sun conditions.
iii) Availability of a Unit shall mean availability as specified in (ii) for an aggregate amount of two
hundred (200) reliability run hours per unit.
iv) The Contractor will record all data relevant to the Unit Commercial Operations Tests
including but not limited to:
 Test equipment and external variables;
 Ambient conditions;
 Dates, times, names of personnel.
v) The Contractor will provide the Buyer with all raw test data and test results.
1.1.6 Plant Commercial Operations Tests
Following satisfactory completion of all Unit and Unit Commercial Operations Tests, the Plant
Commercial Operations Tests shall be carried out. The Contractor shall notify the Buyer of its intention
to carry out such tests in accordance with the provisions of the Contract which, if the Plant satisfies
the minimum performance criteria thereof, will result in the Plant having satisfied that test. These
tests are:
a) Reactive capability of Plant and Units;
b) Autonomous Power Factor Adjustment; and
c) Start-Up Power Ramp-Up Rates.
The minimum performance criteria for the Plant Commercial Operations Tests are:
a) Reactive capability test of the Plant and Units
During the Commissioning the reactive capability will be determined by measuring the MVAr at the
Delivery Point of the Plant through the Metering Systems. Tests will be based on relevant ASME power
test codes, IEC standards and ISO test codes, using Plant instrumentation and the Metering System.
b) Autonomous Power Factor Adjustment.
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The purpose of this test is to evaluate the inverters ability to adjust its power factor based on its
generation output. This could be useful in circuits where a scheduled power factor (PF) to provide or
eliminate reactive power from distribution circuits; for example, during morning low load conditions
may need a lagging the PF, but the afternoons high load may require leading the PF to support the
local loads.
c) Start-Up Power Ramp-Up Rates
This test shall be performed to analyze the output power of the inverter and compare multiple slopes
as the inverter starts-up or restarts-up. The output power should ramp-up with the set rate. These
steps should be performed for multiple ramp rate settings (a minimum of four different ramp-up
settings is recommended).
1.2 Requirements of PPA Appendix H(2)
The Plant Commercial Operation Test program shall include, such procedures and systems as the
following to ensure that the system is capable of being operated at all levels and operating modes in
accordance with the operating guidelines, applicable laws, applicable standards, applicable permits
and prudent utility practices:
 All wire insulation testing―Megger testing or very low frequency testing

 Photovoltaic source open-circuit measurements―VOC (Open-circuit voltage) at combiner
boxes
 Fuse tests
 Termination pull testing
 All visual inspections
 Grounding continuity testing
 Earth-ground resistivity testing
 Metering and instrumentation calibration testing
 Step-up transformer testing
 Inverter phase rotation and matching with utility
 Relay settings at the point of interconnection to Kenya Power System
 Verification of security camera system operations, including device points, sequences, and
communications
 Safety plan during start-up and commissioning
 Detailed procedure for Plant start-up, including switching sequencing
 Confirm testing and energizing inverters in conformance with manufacturer’s recommended
procedures; note operating voltages; and confirm inverter is performing as expected
 Under full sun conditions, and after at least fifteen (15) minutes of operation, taking and
recording Plant operating data―such as but not limited to megawatts direct current,
megawatts alternating current (MWAC) and Solar Radiation
 Testing the system control and monitoring system to verify that it is performing correctly
 Testing the communication system for offsite monitoring
 Testing the Plant metering and protective relaying to verify they meet utility requirements
 Detailed procedure for interface and initialization with the grid
 Written notification submitted by Contractor to Buyer that the completion of Testing and
Commissioning has occurred
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All testing procedures onsite shall be witnessed and documented by a qualified representative of
Employer. When the Employer is ready for testing, he shall provide The Buyer with fifteen (15) days’
notice to the Buyer to attend the testing that is planned to be performed. The Buyer shall observe
and witness commercial operation test as necessary and at its discretion. The Independent Engineer
shall date and issue the certificate/s indicating completion and acceptance of each onsite test
procedure.
Upon successful completion of energizing and start-up and the issuance of the Independent Engineers
certificate in accordance with Clause 8.1(f)(ii) (Plant Commercial Operations Tests) the Plant will be
considered operable.
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PART B
EMPLOYER’S TEST AND COMMISSIONING REQUIREMENTS
In addition to the Acceptance Tests described at Parts A to B of this Schedule 2, the Acceptance Tests
shall include:
 Part B1 - Pre-Commissioning Tests

 Part B2 - Commissioning Tests
 Part B3 - Performance Ratio Test
All parts of each of the Acceptance Tests must be included within the Quality Management Plan and
be successfully completed to the Employer’s satisfaction and in compliance with the IEC 62446.
The following procedures shall be followed by all parties during the conduct of the tests and will be
detailed within the Contractor’s Quality management Plan. Any modification to these procedures shall
require the Employer’s prior approval and be treated as a variation to the Contract.
Acceptance Tests shall be executed only after the Contractor has submitted the notification of
readiness to commence the Acceptance Tests and the Facility can be considered substantially
complete as per the Employer’s Requirements.
1.3 General Requirements
1.3.1 Data to be provided by Contractor
The Contractor shall provide the test data for all tests in the format agreed within the Test Protocol to
be compliant with the model reports specified in the Standard IEC 62446 as well as auditable electronic
format.
1.3.2 Certification by Contractor of Test results
The Contractor shall certify to the Employer in writing that the test results and supporting data
provided by the Contractor are complete, current and accurate.
The minimum required information for testing (following IEC 62446) shall be documented and checked
if appropriate during the testing period, as listed below, but not limited to:
 Rated system capacity (DC and AC),

 PV modules and inverter manufacturer, model and quantity,
 Commissioning date,
 System designers’ information,
 Contractor information,
 Detailed single line diagram of the Plant,
 Array general specifications,
 Module type,
 Module number,
 Number of modules per string,
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 Number of strings,
 PV string information,
 String cable type, size and length,
 Specification (current and voltage rating) of overvoltage protection device,
 Array electrical characteristics,
 Array junction box location,
 Array main cable specification,
 Location, type and rating of over voltage protective devices,
 Earthing and over voltage protections,
 A single line diagram showing the details of all earthing, lightning protection system, details
of surge protection devices,
 A single line diagram including AC isolator location, type and rating along with the similar
information for AC over-current protection device,
 Warranty documentations for PV modules and inverters with the information of starting
date of warranty and period of warranty,
 Mechanical design information/ data sheet of array mounting structure (static report),
 Documentation of module flash test data.
The Facility shall be tested compliant with the requirements of IEC 62446.
1.3.3 Acceptance by Employer of Test results
Within five (5) Business Days following receipt of all required test results, supporting data and the Test
Protocol, the Employer shall notify the Contractor in writing that the test results submitted by the
Contractor are either accepted, rejected or incomplete.
If the test results are rejected, the Employer shall provide the basis for rejection.
If the test results are incomplete, the Employer shall identify the missing information. Within five (5)
Business Days following full submission of the missing information by the Contractor, the Employer
shall notify the Contractor in writing that the test results are accepted or rejected.
1.3.4 Repeat Performance of Tests
If the Employer rejects any test results submitted by the Contractor, the Contractor shall undertake
again the applicable test in accordance with the Tests Protocol and all applicable Contract
requirements.
1.3.5 Dispute Resolution
If the Contractor disputes the Employer's rejection of any test results or other Employer
determinations with regard to the Tests Protocol, Contractor shall follow the procedure for
Determinations under the Contract and if no agreement is reached the disputes resolution procedures
set forth in the Contract.
1.3.6 Safety during Testing
The Contractor shall be responsible for safely conducting all tests. The Contractor shall provide a safety
briefing for all personnel on the Site who will be involved in or witnessing any tests, and shall ensure
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that such personnel comply with all applicable safety procedures at all times during performance of
the tests. The Contractor shall discontinue performance of any tests in the event of any unsafe
conditions.
Part B1 – Pre-Commissioning Tests
The test scope shall include but is not limited to the functional test defined in IEC 62446 Grid
connected photovoltaic systems – Minimum requirements for system documentation, commissioning
tests and inspection. The full scope of the test is described in detail below.
1.4 Factory Acceptance Tests (FATs)
The Factory Acceptance Tests (FATs) shall take place during equipment manufacture and prior to
equipment shipment.
The Contractor shall propose suitable FATs for:
1. PV Modules;
2. Inverters;
3. Tracker system;
4. Switchgear, circuit breakers and disconnectors (LV, MV and HV);
5. Electric Pylons (Towers);
6. Transformers (LV/MV and MV/HV);
7. Conductors, LV, MV ground wires, OPGW, tower, insulators and fittings for 220 kV overhead
lines;
8. all the PV, electrical, and SCADA/Comms major equipment to be supplied, at the factory
relevant to the manufactured product.
These FATs shall confirm the correct item has been supplied, verify the quality of the item, and confirm
that the item has been tested successfully against an approved test procedure document.
Before the commencement of any FAT testing activity, the Contractor shall therefore submit the FAT
Plan and the FAT Procedures Document to the Employer for review and approval.
The FAT Plan shall include the detailed test schedule allowing sufficient time for unstructured testing.
The FAT Procedures Document shall include all the steps that will be performed in each test, including
the expected results to be observed.
When these documents are approved, the Contractor shall complete a full pre-FAT and submit the
signed test results for the Employer’s review. Successful completion of a full pre-FAT is a pre-requisite
to commencing any formal FAT.
The Employer, Employer’s representatives and any other party affected by the project, including
KETRACO and KPLC, shall have the option to attend and witness FATs for equipment forming part of
the Works under their responsibility, at the Employers discretion and approval. The Contractor shall
provide the Employer with sixty-five (60) working days’ advance notice of the FAT for each item.
Unless otherwise agreed these visits shall include, inter alia:
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1. An introduction to the suppliers:

2. A review of the manufacturers quality management system and quality assurance
arrangements;
3. A review of the general manufacturing and testing process flow;
4. A review of the standard production quality documentation;
5. Assessing the equipment manufacture and inspection process (to the extent reasonably
practicable during the visit);
6. Formal witnessing of the complete FAT and agreeing any defects observed and the remedial
works necessary to correct them, together with the criticality and timescales; and
7. Agreeing and signing a set of minutes prepared at the end of FAT.
Regardless of the Employer’s witnessing and participation during FAT, the Contractor shall provide
complete and accurate test reports (including copies of any test certificates) on each FAT within
five (5) working days of the relevant tests being completed. Such test reports shall detail any
defects/failures observed and the remedial action(s) planned to rectify them.
The Contractor shall provide quality assurance certificates which contain the following as a minimum,
where relevant for specific FATs:
1. Identity of component tested (type / design reference number);

2. Mill certificate for steel plates;
3. Dimensional inspection report;
4. Non-destructive test (NDT) report;
5. Coating inspection report;
6. Non-conformance reports.
For the avoidance of doubt the FATs for all items that will be exposed to the elements when installed
on Site must demonstrate that these items have appropriate surface treatments and corrosion
protection unless otherwise agreed.
1.5 Facility DC Capacity Calculation
In order to verify the Facility Actual Peak Power, a minimum of 50 PV Modules for each block of
10MWp (the “Test Modules”) provided and delivered on site by the Contactor shall be randomly
selected and sent to a third-party laboratory for testing. The laboratory shall be of international
reputation and be mutually agreed by the parties and the results shall be shared by the Contractor
with Employers within 15 days from performing such test.
The average of the actual tested power from the Test Modules shall be used to determine the Actual
Peak Power as described within Schedule 19.
1.5.1 Visual Inspection
The scope of the visual inspection is of each component of the Facility:
 The component is free of visible damages that might affect the safety of the component and
of the personnel;
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 The component has been installed properly;

 The usage of materials and proper installations adequate with the environment in which the
component is installed;
 The component is readily accessible for the operations set out in the O&M Agreement;
 The electrical installation has been performed according to executive design and to the
Employer's Requirements for the Facility;
 The readiness of the installation and of the calibration of all protection and signalling
equipment forming part of the Facility:
– The availability of electrical drawings, safety manuals and usage hand books
– The identification and correct labelling of fuses, breakers, circuits, etc;
– The proper labelling of cables and boards;
– The proper execution of the connections;
– The component has been installed according to the prescriptions imposed by the
manufacturer;
– The existence of the necessary protections against electrical shocks due to active
parts insulation damage (indirect contact);
– The existence of factory tests reports or quality test reports from manufacturer,
when applicable;
 The provision of a certificate from the Contractor confirming that the Works have been
constructed in accordance with Applicable Laws.
Visual checks are applicable on all the components that form part of the Facility, including the
Connection Facilities and fitting systems. The following parts as a minimum shall be subject to visual
inspection:
 Inverters
 Foundations
 Photovoltaic modules and DC installation
 Mains, pits, cabling, electrical boxes and protection devices
 Internal connections and interconnections with external installations
 Monitoring System including any Uninterruptible Power Supply
 Low voltage installation, including protection equipment and utility interconnection
equipment
 High voltage installation, including transformation, protections equipment and utility
interconnection equipment
 Connection Facilities as defined in the Employer’s Requirements
 Security system
 Grid Connection line and fitting systems
 Equipment labelling in agreement with plans
 Health and safety signage
Moreover, the visual inspection shall verify the installation of system components complies with the
design. This shall include a review of the following:
 Labels and markings
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 Safety signs
 Rated power of components
 Number of components
 Distances, heights and positions of components and systems
 Size of cables, wires, busbars
 Module flash tests
 Tightening torque of bolts.
Part B2 - Commissioning Tests
The Commissioning Tests are performed to determine and verify the proper operation of the Facility
and all its components.
Commissioning Tests shall include, but not be limited to, the following:
 Functional Tests
 IV Curve Tracing
 Open Circuit Voltage Test
 Short Circuit Current Test
 Other Functional Tests
 Inverter commissioning
 Power transformer commissioning
 SCADA system functional test
 Security system functional test
 High-Voltage Substation commissioning
 Connection Facilities commissioning
The equipment shall be tested at Site. These tests shall prove whether the equipment meets the
requirements and the safety conditions, whether it has been built and/or erected with satisfactory
workmanship and whether the equipment is in conformity with the prevailing standards and
regulations, the manufacturer's recommendations and installation/ commissioning procedures and
with the present state of modern technology.
1.5.2 Functional Tests
The Facility shall be subject to a functional test which should include confirmation that components
operate within the expected parameters as well as respond correctly to transient conditions.
The test will include the Functional Test under IEC 62446 and tests of the following:
 Electrical equipment and earthing systems to ensure conformity with applicable regulations,
 Confirmation that the noise levels have been tested at the Facility boundary / receptors
detailed within the planning documentation and any subsequent conditions
 Pyranometers, temperature sensors and other weather monitoring equipment.
As part of this set of functional tests the following shall be completed.
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1.5.2.1 I-V Curve Tracing
For the measurements of the I-V curves a curve tracer shall be used. The main specifications are listed
below:
 Voltage ranges: 100, 200, 500 up to 1000 V

 Current range: 10, 20, 50 up to 100 A
 Measurement mode: 4-wire measurement of current and voltage
 Irradiation range: 0-1200 W/m2
 Temperature range: -20 °C up to 80 °C
The I-V-curve tracer will be able to measure single strings or complete junction boxes. The whole I-V
curve of one string or one junction box will be measured within about 100 ms. Current, voltage and
irradiance are recorded simultaneously. Each string or junction box will be measured twice in
immediate succession; in case of large deviations, one additional I-V curve of the same sub-array is to
be measured.
Array peak power will be extrapolated to Standard Test Conditions according to the International
Standard “IEC 60891 Procedure for temperature and irradiance corrections to measured I-V
characteristics of crystalline silicon photovoltaic devices”.
The strings of one junction box will be fully characterised by measurement over the course of the day
at least of irradiances of 100, 200, 300, 400, 500, 600 W/m2.
The minimum average irradiation during the test shall be 600 W/m2. In case a lower average value is
recorded, the relevant measurement shall be disregarded and the tests shall be repeated.
In the case that, due to weather conditions, 600 W/m2 cannot be achieved timely, the Parties will, for
the only purpose of proceeding to the next step of the Acceptance Tests and in agreement with the
Lenders’ Technical Advisor, on redefining the minimum valid irradiation level. As a consequence,
execution of the I-V curves under the initially prescribed irradiance level will become a condition for
achieving Commercial Operations Date.
The test shall be directly measured on Site on a representative sample of PV strings in the presence of
the Lenders’ Technical Advisor.
The position of such strings shall be agreed upon between the Parties, taking into account that the
sample shall be representative of all the sections of the Facility.
At least 5% of strings or one string per combiner box will be measured at an irradiance level higher
than 600 W/m2.
The measurements will be performed at the output of the appropriate junction boxes or string
inverters, distributed across the Facility in the manner agreed under the approved Test Protocol.
Before starting the measurements of the I-V-curves the sub-arrays to be measured have to be
disconnected completely from the inverter, using the DC-switch in the junction boxes.
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It may be necessary to connect modules to ground while performing the I-V-measurements. If so, the
Contractor will release the grounding of the strings, while the switch remains off at the junction boxes
from inverter.
An electronic file (Excel) with measurements executed on the selected PV strings will be presented.
Test results will be presented at STC conditions as it is directly converted by the I-V testing standard
tool
Additional parameter to be measured: Irradiation on a photovoltaic string representing the tested

electrical panel, measured with a pyranometer with a precision better than ± 2 (the position of such
module shall be agreed by the Parties, choosing a string centrally located in the tested parallel)
At the discretion of the Employer, abnormal test curves will be subject to further investigation.
1.5.2.2 Open Circuit Voltage Test
The test shall verify the open circuit Voltage 𝑉𝑜𝑐 resulting from the PV strings of the Facility.
All strings shall be tested.
The test shall be conducted during periods of irradiance greater than 600 W/m2.
The measured 𝑉𝑜𝑐 shall satisfy the following condition:
95% of 𝑉𝑜𝑐_𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑 ≤ 𝑉𝑜𝑐 ≤ 105% of 𝑉𝑜𝑐_𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑
Where 𝑉𝑜𝑐_𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑 is the open circuit voltage theoretically recordable for the PV strings and
calculated as follows:
𝑉𝑜𝑐_𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑 = 𝑁 ∙ 𝑉𝑜𝑐_𝑟𝑒𝑓 [1 + 𝛽(𝑇𝑚𝑜𝑑 − 𝑇𝑚𝑜𝑑_𝑟𝑒𝑓 )]
where:
𝑁 is the number of the modules which compose each tested string
𝑉𝑜𝑐_𝑟𝑒𝑓 the nominal open circuit voltage of the modules, as indicated by the module
supplier in the module data sheet
𝛽 is the temperature coefficient of Voc supplied by the module supplier in the

module data sheet
𝑇𝑚𝑜𝑑 is the temperature recorded on the photovoltaic module representing the

tested string (which shall be centrally located on the tested string), measured
with an infrared thermometer with a precision better than ± 1%
𝑇𝑚𝑜𝑑_𝑟𝑒𝑓 is the module back-sheet temperature at reference conditions (typically

25°C)
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Moreover, 𝑉𝑜𝑐 ≤ shall be within 5% of the 𝑉𝑜𝑐 ≤ of adjacent strings.
1.5.2.3 Short-Circuit Current Test
The test shall verify the short-circuit current 𝐼𝑠𝑐 resulting from the parallel in the electrical panels of
the PV strings.
All strings shall be tested.
The test shall be conducted during periods of irradiance greater than 600 W/m2.
The measured 𝐼𝑠𝑐 shall satisfy the following condition:
95% of 𝐼𝑠𝑐𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑 ≤ 𝐼𝑠𝑐 ≤ 105% of 𝐼𝑠𝑐𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑
Where 𝐼𝑠𝑐𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑 is the short circuit current theoretically recordable for the PV strings calculated as
follows:
𝐺𝑚𝑒𝑎𝑠
𝐼𝑠𝑐𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑 = 𝐼𝑠𝑐_𝑟𝑒𝑓 ( )
𝐺𝑆𝑇𝐶
where:
𝐼𝑠𝑐_𝑟𝑒𝑓 is the nominal short circuit current of the modules, as indicated by the
module supplier in the module data sheet
𝐺𝑚𝑒𝑎𝑠 is the irradiation recorded on the photovoltaic strings representing the tested
electrical panel, measured through a pyranometer installed with the same
tilt of the panels with a precision better than ± 1%
𝐺𝑆𝑇𝐶 is standard irradiation equal to 1,000 W/m2
1.5.2.4 Other Functional Tests
In addition to the abovementioned tests, the Contractor shall execute the following tests:
 Earthing system:
– Ensure that all components are properly and firmly grounded in compliance with the
Standards and Applicable Law. Welding and bolt tightening shall be verified
– The Earthing system shall be inspected and tested in accordance with the Standards
 Cables:
– All low-voltage DC and AC cables shall be tested for insulation resistance in
accordance with IEC 60364-6, IEC 60364-7 and other applicable Standards
– All low voltage cables shall be inspected and tested in accordance with IEC 60364-6,
IEC 60364-7 and other applicable Standards
 Polarity tests:
– Polarity of all circuits shall be verified against the design drawings
 Low voltage switches
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– All low voltage switches shall be tested according to the applicable Standards
– Verify that switches used in DC applications are rated and installed accordingly
 Circuit breakers
– All circuit breakers shall be tested according to the applicable Standards
 Surge arrestors
– All surge arrestors shall be tested according to the applicable Standards
 Protective relays
– All protective relays shall be tested according to the applicable Standards
 Switchgears:
– All switchgear (LV, MV and HV) shall be tested according to the applicable Standards
– Contractor shall review factory test documentation to confirm that all LV, MV and
HV switchgears have passed all factory tests, including:
 Type test
 Functional tests
 Contact resistance
 Insulation resistance
 Other tests applicable to MV and HV equipment, such as high-voltage
withstand, earth switch resistance, air pressure / vacuum / SF6 leakage tests
(as applicable).
1.5.3 Inverter Commissioning
Inverters shall be commissioned by the inverter manufacturer or an authorized representative of the

manufacturer using the manufacturer’s specified procedures.
Commissioning reports shall be issued in a format provided by the manufacturer.
The commissioner shall execute at least the following tests and checks:
 Visual inspection of the outer and inner part

 Continuity check
 Insulation check (with measurement of insulation resistance)
 Tests under voltage for power and auxiliary circuits
 Check of ventilation system
 Check of protection devices
 Protection selectivity check
 Emergency stops
 Rated current test
 Output voltage and current quality test
 Check of filters and fuses
 Software updates and data acquisition communication test
 Noise level test.
All tests shall be executed according to all applicable Standards.
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1.5.4 Transformer Commissioning
Power transformers (HV/MV – MV/LV – MV/MV – LV/LV transformers) shall be commissioned by the
transformer manufacturer or an authorized representative of the manufacturer using the
manufacturer’s specified procedures.
Commissioning reports shall be issued in a format provided by the manufacturer.
The commissioner shall execute at least the following tests and checks:
 Visual inspection
 Check correct grounding
 Check tightening torque of bolted connections
 Insulation check (with measurement of insulation resistance) (primary to secondary –
primary to earth – secondary to earth)
 Measurement of turns ratio and vector group
 Measurement of no-load losses and current
 Measurement of short circuit impedance and load losses
 Measurement of winding resistance
 Transformer Guard Test
 Transformer Leak Test
 Swift Frequency Response Analysis (SFRA) test
 AC voltage withstand test
 Test on on-load tap changer
 Check oil leakages (for oil transformers)
 Check oil level (for oil transformers)
 Check overpressure valve (for oil transformers)
 Check of protection devices
 Check of alarms (oil level, Bucholz, temperature)
 Check saturation of dehumidifying salt
 Dielectric test (for oil transformers)
 Functional tests (feedings, ventilators, etc.)
 Noise level test
 No-load test (when applicable).
All tests shall be executed according to IEC 60076, IEC 60270, IEC 60156 and all other applicable
Standards.
1.5.5 SCADA System Functional Test
All SCADA system equipment shall be commissioned and tested using the manufacturer's specified
procedures.
Tests shall verify the correct operation of the SCADA system, meters, sensors, weather station
instruments, and all inverters, while verifying the correct data input logging from trackers, breakers,
and other components monitored by the system.
The SCADA system shall be fully accessible from remote.
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This test shall verify that the data collected is correctly received by the SCADA System and can be used
to produce any required performance or operation reports. Each row of data shall report the exact
date and time in a suitable format.
A SCADA system commissioning protocol or report shall be provided.
1.5.6 Security System Functional Test
Security system equipment shall be commissioned, tested and calibrated by a certified installer of the
equipment manufacturer using the manufacturer’s specified procedures.
Security system testing shall include testing of all operating modes and alarm conditions, including
testing of:
 cameras and dome cameras,

 image analyser,
 infrared sensors / projectors,
 infrared barriers, microphonic cables, microwave barriers (if any),
 lights,
 sirens,
 reaction time of security company.
A security system commissioning protocol or report shall be provided.
1.5.6.1 Thermography Testing
PV Module Test
The following thermography testing shall be performed during the commissioning tests following
energisation of the solar Plant.
 On crystalline and Cd/Te modules, thermographic pictures of 100% of the PV Modules shall
be taken from the front side of the rack during a period where the irradiation level
>800W/m2. Where temperature differences as detailed below are recorded:
– Where temperature difference of <5K, no action,

– Where a large number of modules (>25%) show a temperature difference >5K and
<10K a root cause analysis shall be undertaken to determine if there is a quality
issue,
– Where there is a temperature difference of >10K and <20K and the temperature
difference is shown as homogenous over a full cell the module may be accepted
subject to the number of affected modules being less than 5% of the sampled
modules. If more than 5% of the modules are affected, the affected modules shall be
rejected,
– Where there is a temperature difference of >10K and <20K and the temperature
difference is not homogenous over a full cell, the module will be rejected,
– Where there is a temperature difference >20K the module will be rejected,
– Where there is a module temperature exceeding 80oC the module will be rejected.
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 A thermographic picture shall be made from the back side of each PV Module to detect
failures in junction boxes failures (poor solder joints, arcing, etc.). Other problems that may
be detected include:
– Busbar failure - mechanical (adhesion) and electrical

– Weak diodes
– Non-uniformities
– Shunt hot spots
PV Modules with defects identified during this test shall be identified to the Employer and replaced as
necessary.
Inverters, transformers, DC Junction boxes, combiner boxes, electric boards and all above ground
electrical connections:
This test allows detection of untightened cable connections and cables, switches or fuses with low
rated current.
 Array Imp (operating current) test on 100% of the monitored arrays to verify the connectivity
between the strings and the inverter, carried out in stable conditions with at least 800 W/m2
of Plane of Array (POA) irradiance (to be accomplished using the array current monitoring
system).
 All inverter and transformers (including main power transformers) electrical connections
shall be thermographically tested.
 All DC connection boxes shall be thermographically tested and all hot spots identified and
listed.
 Hot Spots in Cable Connections: Connections shall be tightened.
 Hot Spots in Switches: Rated current of the Switch and design current shall be reviewed.
 Hot Cables: Nominal cable, ampacity and derating currents shall be reviewed.
 All thermographic testing shall be done with irradiances above 800 W/m2 for more than
30 minutes and with no shade on the PV Modules. The inverters shall be producing energy at
a minimum of 80% load to obtain a stable result. All hot spots shall be eliminated. The
thermographic testing protocols shall be fully documented and are subject to Employer
approval.
Thermography shall be used for all electrical connections to:
 Verify the Power Flow analysis and transient stability studies for all modes of operation
according to the as-built data.
 Verify the relay coordination study at any voltage level within the Plant, up to the Battery
Limit.
 Verify that the selected electrical cabling is suitable and correctly installed to be used in the
environmental conditions of the site (e.g., wind, snow, rain, sun, etc.)
 Verify that all protective devices and revenue metering equipment are in accordance with
local regulations and utility/grid operator requirements.
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Part B3 - Performance Ratio Test
The Performance Ratio (PR) is the measure of the quality of the design, components and installation
of the Facility. It represents the relationship between the actual energy produced as measured by the
representative energy meter, and the energy theoretically produced by the Modules, before any
losses.
The Performance Ratio shall be measured at the Delivery Point.
For the purpose of calculating the Guaranteed Performance Ratio, all the following losses shall be
considered as included:
 Angular and spectral losses

 Shading losses from any source and mutual shading between modules
 Low irradiance losses
 Temperature losses
 Soiling losses and losses due to dirt and dust on the modules
 Cable losses in DC, AC-LV, AC-MV, AC-HV
 Mismatch losses
 Losses at the inverters, at the MV and HV transformers and at the other DC and AC
components (including switchgears, fuses, bus bars, joints, seems, current transformers and
others)
 Losses connected to the operation of the auxiliary systems including the energy self-
consumption of the Facility.
1.5.6.2 Duration of The Test
The duration of the Trial Operation shall be ten (10) consecutive full days. Should an extension of time
be required, the test may be extended for a cumulative maximum of five consecutive (5) days, after
which the Trial Operation period will restart.
The entire Facility shall be tested. No partial testing is allowed.
1.5.6.3 Conditions for the Test
On each day of the test, the test will be deemed to have commenced at the earlier of commencement
of inverter operation or 50 W/m2 irradiance measured by the plane-of-array pyranometers.
The following irradiation conditions apply:
 For the period from the start of September to the end of March the test shall be undertaken
so that for a period of no less than 30 hours over the 10-day period the modules shall be
exposed to an irradiance of 600 W/m2 or greater.
 For the period from the start of April to the end of August the test shall be undertaken so
that for a period of no less than 30 hours over the 10-day period the modules shall be
exposed to an irradiance of 400 W/m2 or greater.
 Irradiance will be measured as the average of all the plane-of-array pyranometers installed
at the Facility. At least two (2) plane-of-array pyranometers shall be available in order to
consider valid the measurement.
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 Where pyranometers disagree by greater than 5% over the test period, the lower of the
results shall be disregarded.
The sampling period each day will cease when no further energy from the inverters is being received
and irradiance is below 50W/m2.
1.5.6.4 Requirements for successful completion
The Trial Operation will be considered as successfully completed if the following conditions are met:
 Actual Performance Ratio at Take Over (𝑃𝑅𝐴𝐶𝑇_𝑇𝑂 ) ≥ 95% of Guaranteed Performance Ratio
 Duration = 10 consecutive days
 Facility availability = 99%
 SCADA system availability = 100%
1.5.6.5 Availability during Tests
Availability of the Facility will be measured at the metering point. The individual availabilities
calculated for each inverter/combiner box are averaged to obtain the Facility availability; this average
is to be weighted by the installed DC capacity of each inverter/combiner box.
𝑇𝐸𝑛𝑒𝑟𝑔𝑦 𝑜𝑢𝑡𝑝𝑢𝑡
𝐴𝑣𝑎𝑖𝑙𝑎𝑏𝑖𝑙𝑖𝑡𝑦 =
𝑇𝑇𝑜𝑡𝑎𝑙 𝑡𝑒𝑠𝑡 𝑡𝑖𝑚𝑒
Where:
𝑇𝐸𝑛𝑒𝑟𝑔𝑦 𝑜𝑢𝑡𝑝𝑢𝑡 total time of Facility exporting Net Electrical Output.
𝑇𝑇𝑜𝑡𝑎𝑙 𝑡𝑒𝑠𝑡 𝑡𝑖𝑚𝑒 total time in which t, plane of array pyranometer irradiance reading is ≥
50W/m2 and none of the exclusions below apply
In the event that during an interval in the Trial Operation period the Availability of the Plant is lower
than 99%, the test will be extended in order to obtain the full 10-day Trial Operation period duration
and the required 99% Availability.
Events that will constitute an extension to the testing time period are:
 Events of Force Majeure,

 Grid failure/instability beyond the control of the Contractor,
 Irradiance lower that the provisions in this schedule (1.3.6.3 – Conditions of the Test),
 Inspections carried out by the Employer, KETRACO, KPLC or their representatives that results
in Facility downtime, and
 Periods of interruption caused by the Employer.
1.5.6.6 Performance Ratio Calculation Methodology
In calculating the Performance Ratio, data shall be measured over 10-minute intervals (the Sampling
Period). Whenever the inverter is not functioning for all or part of the sampling period, then:
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 Where the irradiation is less than 50W/m2 the data is disregarded, or;
 Where the irradiation is greater than 50W/m2 the inverter will be considered as unavailable.
Pyranometers and dataloggers shall be capable of measuring to a granularity of 30-second intervals

which will be averaged over the Sampling Period.
Plane-of-array irradiance shall be measured in the same plane as the photovoltaic array by the
pyranometers on each site with accuracy ±2%. The average of the pyranometer readings will be taken
to evaluate the project irradiation for the test excluding any obvious outliers, at the Employer’s
discretion.
The PR is a measure of the quality of the design, components and installation of the Facility. It is the
relationship between the actual energy produced, i.e. the energy measured at the appropriate meter,
and the energy theoretically produced by the Modules (before any losses).
𝐸𝐸𝑥𝑝_𝑗
𝑃𝑅𝑗 =
𝐸𝑃𝑉_𝑗
Where:
𝑃𝑅𝑗 Is the performance ratio measured over time period j where the inverter
has been operational for the sampling period
𝐸𝐸𝑥𝑝_𝑗 Is the total energy (kWh) exported by the Facility at the Delivery Point as
measured by the official meter in timeframe j
𝐸𝑃𝑉_𝑗 Energy theoretically produced by the PV modules (kWh) in timeframe j
𝐻𝑗
𝐸𝑃𝑉_𝑗 = 𝑃𝑛𝑜𝑚 ∗ (1 + 𝛽 ∙ (𝑇𝑚𝑒𝑎𝑠,𝑗 − 𝑇𝑚𝑜𝑑 )) ∙ ( )
𝐺𝑆𝑇𝐶
Where:
𝑃𝑛𝑜𝑚 Is the is the Actual Peak Power in kWp s kWp corrected for degradation in
the case where Contractor is prevented from undertaking testing due to
Suspension according to the following:
𝑃𝑛𝑜𝑚 = ∑𝑖 𝑃𝑛𝑜𝑚 𝑖 (1 − 𝑑 ∗ 𝑛)
Where
Pnom_i = is the Actual Peak Power in kWp of the modules in kWp installed on
Site at the point that Suspension commences.
d = yearly linear warrantied degradation factor according to the

manufacturers’ warranty
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If prior to FCOD there has been no period of Suspension:
n=0
If prior to FCOD there has been a period of Suspension:
𝑁𝑢𝑚𝑏𝑒𝑟 𝑜𝑓 𝑚𝑜𝑛𝑡ℎ𝑠 𝑜𝑓 𝑆𝑢𝑠𝑝𝑒𝑛𝑠𝑖𝑜𝑛

𝑛 = 12
𝛽 Is the temperature coefficient of the Module power taken from the Module
datasheet (% / ºC). For avoidance of doubt this coefficient shall be a
negative value.
𝑇𝑚𝑒𝑎𝑠,𝑗 Is the mean average value of the Module temperature sensors placed on
the back side of the Modules measured during each timeframe j (ºC)
𝑇𝑚𝑜𝑑 Is the average monthly Module temperature (ºC) from the Guaranteed
Performance Ratio at COD table in Schedule 19 – Performance Levels and
Liquidated Damages.
𝐻𝑗 Is the irradiation hitting the PV Modules in timeframe j based upon the

mean average of the available on-site pyranometers, and the recordings
comprising that timeframe (kWh / m2)
G𝑆𝑇𝐶 Is the irradiance under Standard Test Conditions = 1,000 W / m2
A single PR value will then be calculated for the duration of the test by using the following equation:
∑𝑚
𝑗=1 𝐸𝐸𝑥𝑝_𝑗
𝑃𝑅𝐴𝐶𝑇_𝑇𝑂 =
∑𝑚
𝑗=1 𝐸𝑃𝑉_𝑗
Where:
𝑃𝑅𝐴𝐶𝑇_𝑇𝑂 Single PR value for all valid readings over the test period for the whole
Facility
𝑚 Is the number of sampling periods (j) in the total test period
1.5.6.7 Data Format
Processed data shall be prepared in an Excel spreadsheet at 10-minute intervals:
 Time and date

 All pyranometer readings
 Pyranometer average
 Pyranometer deviation range
 Ambient temperature
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 Module temperature
 String combiner box power
 Total inverter power
 Availability
 Expected production
 Meter output
 Performance Ratio before correction
 Actual Performance Ratio for the Trial Operation
Each day of the test will be represented on a separate worksheet with a summary of data over the
course of the day. An additional summary sheet will combine data over the whole test period.
The spreadsheet will be readable by the Employer and Lender’s Technical Advisor for the purposes of
auditing.
1.5.6.8 Check of data quality
The Contractor will supply raw data before any manipulation and highlight any gaps in the data to the
Employer and Employer’s Personnel. All recorded data shall be checked for consistency and gaps to
identify obvious anomalies before any detailed analysis is conducted. A reasonable set of limits shall
be defined for each recorded parameter, based on the known characteristics of the parameter, the
Facility and the environment.
1.5.6.9 Guaranteed Performance Ratio
The Guaranteed Performance Ratio and Tmod values are stated in Schedule 19 – Performance Levels
and Liquidated Damages.
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PART C
INTERCONNECTION WORKS
The following testing phases shall be followed by the Contractor in order to successfully commission
the Interconnection Works:
 Interconnection Facilities Testing and Commissioning (i.e. the tests required to transfer the
Interconnection Facilities to the Buyer and KETRACO)
 Seller’s Interconnection Facilities Testing and Commissioning (i.e. the tests concerning the
Employer’s side of the Interconnection Works, namely from the solar PV plant up to the HV
bushing of the HV transformers)
 Interconnection Works Testing and Commissioning – all remaining testing and
commissioning items to achieve Substantial Completion
Prior to energization or synchronization of the Interconnection Facilities to the Buyer’s System the
Contractor shall undertake the following mechanical tests:
 Meter Tests
 Mechanical Completion Tests as they relate to the Interconnection Facilities,
 SCADA System Mechanical Completion tests as they relate to the Interconnection Facilities,
and
 All mechanical testing and commissioning procedures as agreed with the Buyer and detailed
in Part A of this Schedule 2.
In order to achieve Substantial Completion of the Interconnection Facilities the Contractor shall have
completed the mechanical tests to the satisfaction of the Independent Engineer and shall undertake
the following:
 Synchronization to the Buyer’s System,
 SCADA System Commissioning Tests as they relate to the Interconnection Facilities,
 All live testing and commissioning procedures as agreed with the Buyer and detailed in Part
A of this Schedule 2,
 Transfer of the warranties for the Interconnection Facility to the Buyer, and
 Issuance of the Completion Certificate by the Independent Engineer.
Prior to energisation or synchronisation of the Seller’s Interconnection Facilities the Contractor shall
have Achieved Substantial Completion of the Interconnection Facilities and shall undertake the
following mechanical tests:
 Mechanical Completion Tests as they relate to the Seller’s Interconnection Facilities,
27
 SCADA System Mechanical Completion tests as they relate to the Seller’s Interconnection
Facilities, and
 All mechanical testing and commissioning procedures as agreed with the Employer within
the Quality Management Plan.
Prior to Taking Over the Contractor shall have completed the mechanical tests for the Seller’s
Interconnection Facility and shall undertake the following:
 Synchronization to the Buyer’s System,
 SCADA System Commissioning Tests as they relate to the Seller’s Interconnection Facilities,
 Completed Testing of Metering System,
 All live testing and commissioning procedures as agreed with the Employer as detailed
within the Quality Management Plan.
1.6 Meter Tests
Current and voltage transformers shall be tested for ratio and phase angle errors following
manufacture at an accredited testing station in the presence of representatives from the Seller; and
the Buyer.
The Contractor shall demonstrate to the Buyer the operation and design of the metering system and
will present the calibration certificates to the Buyer. The Buyer shall test the metering system by the
later of fifteen (15) days after it is installed by the Contractor or five (5) days prior to the date
scheduled for initial testing of the Plant.
1.7 Mechanical Completion Tests
The Mechanical Completion Test is the first test to be undertaken as part of the Interconnection Tests.
The Mechanical Completion Test is the standard procedure to verify that the Interconnection Facilities
have been built according to the requirements of the Contract, Schedule 1 Part A (Employer’s
requirements) and that there are no major technical shortcomings or visual defects.
Areas for inspection include:
 Site infrastructure;
 Security systems (i.e. fences, alarms, gates);
 Civil works;
 Cabling and lines;
 Direct current distribution system;
 Transformers;
 Medium voltage system;
 Power evacuation HV line;
 New transmission towers (pylons);
 MV and HV Switchgear and ancillary equipment;
 Monitoring system and meteorological system; and
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 Metering System.
1.8 Commissioning of the SCADA System
The SCADA System is defined in Schedule 1 Part A – Employer’s Requirements and identified as:
 Site SCADA
 KPLC SCADA
 KETRACO SCADA
The Contractor shall establish a dedicated Commissioning tests with respect to the SCADA System to
be reviewed and agreed with the Employer, the Buyer, KPLC and KETRACO.
The agreed tests shall be witnessed by the Independent Engineer.
The SCADA system shall be commissioned in two distinct phases:
 SCADA System Mechanical completion tests (before synchronization): where only tests of
the SCADA System which can be executed without a live connection to the Buyer’s System
will be carried out in order to demonstrate that the SCADA System is ready to run.
 SCADA System Commissioning Tests (after synchronisation): where all the remaining and
additional tests that require a live connection to the Buyer’s System will be coordinated with
the Buyer.
1.8.1 SCADA System Mechanical completion Tests
These tests shall include the following, as a minimum:
 All fibre optic cables have been suitably installed and terminated;
 The condition of all installed electrical equipment is good and there are no constraints to its
normal operation;
 Visual check for damaged equipment and rectification of any defects identified;
 Control system checks and tests, including the Site and HV SCADA system interface checks
(actually tested by means of simulation);
 Instrumentation checks;
 Control and installation checks of the protective devices that interface with the Grid
including alarms and data logging (actually tested by means of simulation).
1.8.2 SCADA System Commissioning Tests
The SCADA System Commissioning Tests will consist of a full point-to-point test to demonstrate the
correct configuration and mapping of all I/O from the activation of physical field devices through to
the various SCADA server, databases and displays and tests to demonstrate that the complete
telecommunications network functions correctly.
These tests shall include, as a minimum, the following which will be included within the Contractors
Quality Management Plan:
 SCADA Site Acceptance Tests;
29
 Communication functionality and integrity testing;

 Instrument calibration and function checks including meteorological equipment operation;
 Verification of data recording, control functions, data analysis, alarm functions, and reset
functions;
 Test of the exchanged signals;
 Immunity of the SCADA optical fibre and shielded communication cables to external
disturbances; and
 Full performance and soak testing.
The Contractor shall also propose appropriate additional tests for other parts of the Works for the
Employer to review and approve as part of the Quality management Plan, for example tests to confirm
the satisfactory performance of the Site security system, settlement system, monitoring system and
performance modelling system.
The Contractor shall propose suitable tests for the communication and fibre optic networks and
systems. Inter alia fibre optic testing shall be to ISO/IEC 1476-3, ISO/IEC 11801, and ISO/IEC 24764
specifications. The Contractor shall test the optical fibre network using the optical time-domain
reflectometer (OTDR) method to ensure compliance with the design optical power budget. The
Contractor shall record the test results and supply these to the Employer for review. All
communication hardware (SDH nodes, LAN switches etc) shall be fully tested for functionality and
performance.
Selected I/O from the Site SCADA will require testing through to the KPLC and KETRACO SCADA System
and onwards through to the KPLC and KETRACO’s remote control centres. In addition, the correct
application of supervisory control commands issued from a remote-control centre may also need to
be tested through to either, or both, SCADA systems. It shall be the Contractor’s responsibility to
provide whatever assistance is necessary to KPLC and KETRACO and other interested 3rd parties to
undertake and complete such testing, including the rectification of any defects encountered in any
part of the combined system.
Miscellaneous equipment testing, including the following:
 Metering equipment;
 Meteorological station;
 Control room;
 Plant security and surveillance system;
 Forecasting system;
 Metering;
 Billing/Settlement;
 Plant Performance Testing as per sections below.
The Contractor shall demonstrate the successful transmission to KPLC and KETRACO of forecast data,
the actual production and calculation of the forecast error adjustment according to the PPA and GCA
provisions.
30
1.9 Grid Compliance Tests
The following tests shall be completed in order to demonstrate the compliance of the Facility with the
Grid Code and the correct operation of the Facility and interface with the Buyer and KETRACO:
 Simulation of PV Facility disconnection if the network voltage or network frequency limits are
violated.
 LVRT simulation.
 Test of closed loop controller for grid-inverter interaction (dynamic voltage regulation, power
factor, MVAR regulation).
 Signal exchange with Facility/Buyer national control centre (NCC) compliance to signal list
 Active Power control.
 Start-Up Power Ramp-Up Rates.
 Autonomous Power Factor (PF) adjustment and control and reactive power capability.
 During the Commissioning the reactive capability will be determined by measuring the MVAr
at the Delivery Point of the Plant through the Metering Systems. Tests will be based on
relevant ASME power test codes, IEC standards and ISO test codes, using Plant
instrumentation and the Metering System.
 Harmonics measurement at different power levels.
 Any additional testing as defined by the Buyer.
1.10 Testing of Metering System
The Contractor shall inspect, test and calibrate all metering devices upon installation giving the
Employer, the Buyer, KPLC and KETRACO no less than five (30) Days’ advance notice. The Employer,
the Buyer, KPLC and KETRACO may have a representative present during any such testing, as well as
during any inspection of the Metering System commissioning.
The Contractor shall also test the Metering System at any other time reasonably requested by the
Employer or the Buyer, such additional testing to be at Employer’s expense unless the test indicates
that the Metering System is inaccurate by more than point two percent +/- (0.2%), in which case the
Contractor shall bear the cost of the additional test. The Employer or the Buyer may have a
representative present during any such testing.
The calibration of meters shall be by a registered calibration authority (unless otherwise agreed
between the Employer and the Contractor) and it is the responsibility of the Contractor to ensure that
the accuracy remains within the specified limits as stipulated in the Metering Code.
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SCHEDULE 3
FORM OF FINAL ACCEPTANCE CERTIFICATE
TO: [Contractor]
This certificate is being delivered in accordance with Clause 11.9 (Final Acceptance Certificate) of the
contract dated [•] entered into between the Employer and the Contractor (“the Contract”).
Capitalised terms used but not otherwise defined herein shall have the meanings ascribed thereto in
the Contract.
Based upon the assumption that Employer has been provided with true, correct and complete
information by the Contractor, the Employer hereby certifies that the Contractor has satisfied the
conditions for the issue of the Final Acceptance Certificate as contemplated by Clause 11.9 (Final
Acceptance Certificate) of the Conditions.
DATED this ____ day of __________________, _____.
[EMPLOYER]
By: ____________________________
Name:
Title:
32
SCHEDULE 4
FORMS OF BOND
Part A – Advance Payment Bond
THIS BOND dated day of 20[•]
BETWEEN:
(1) [Insert Bank] whose principal office is situate at [insert details] (“the Bank”)
(2) [Insert Employer] whose registered office is at [insert details] (“Employer”)
WHEREAS:
(A) By a turnkey engineering contract dated [•] and entered into or to be entered into between
(1) Employer and (2) the Contractor (“the Contract”), the Contractor has agreed with the
Employer to carry out and complete certain works, commission and test certain items of plant
and perform and undertake the other risks and obligations to be performed and undertaken
by the contractor as set out in the Contract (the "Works") upon and subject to the terms and
conditions therein contained.
(B) In consideration of the Employer undertaking to make an advance payment to the Contractor
in respect of the Works pursuant to the provisions of the Contract, the Contractor has agreed
to provide security for the advance payment by delivering to the Employer an on-demand
bond in the amount and form of this Bond.
(C) The Bank has agreed, at the request of the Contractor, to enter into this on-demand Bond with
the Employer.
NOW THIS DEED WITNESSETH as follows:-
1. In this Bond:
“Bond Amount” means the sum of [•] United States Dollars ($US[•]).
“business day” means a day (other than Saturday or Sunday) when banks are generally open
in [issuing bank’s country] for normal business.
“Contractor” means [•] whose registered office is at [Insert details].
“Expiry Date” means the [•] day of the month of [•] of the year [•].
2. The Bank hereby irrevocably and unconditionally undertakes to pay to the Employer upon the
business day immediately following that on which it receives a written demand from the
Employer in accordance with Clause 4 below an amount equal to the lesser of:
(a) the amount specified in such demand; and
(b) the Bond Amount less the aggregate of all previous payments made under this Bond.
33
3. The Bank's obligation to make payments under this Bond shall arise on receipt of a demand
made in accordance with provisions of this Bond, and the Bank shall not be required or
permitted to make any other investigation or enquiry.
4. The Employer may make one or more demands hereunder. Each demand shall be
substantially in the form set out in the Annex and shall be delivered to the Bank on a business
day and during normal banking hours at its offices at:
[•]
or such other office of the Bank in [specify city or town] as the Bank may from time to time
notify to Employer.
5. The maximum aggregate liability of the Bank under this Bond shall not exceed the Bond
Amount.
6. This Bond is irrevocable. It will take effect on the date hereof and (unless previously cancelled
by the written agreement of the Bank and the Employer) will expire on the earliest of:
(a) the Expiry Date; and
(b) the date on which all payments made under this Bond shall first equal the Bond
Amount.
The expiry of the Bond under Clause 6(a) above shall not affect or discharge the liability of the
Bank to make payment of any demand made in accordance with the provisions of Clauses 2
and 4 on or before the Expiry Date.
7. All payments to be made under this Bond shall be made to the account specified in the
relevant demand.
8. The benefit of the Employer in and to this Bond shall be capable of assignment or transfer on
giving the Bank prior written notice (but without the consent of the Bank being required), to
any permitted assignee of the Contract but otherwise shall not be capable of assignment or
transfer.
9. All payments under this Bond shall be made free of any withholding or deduction.
10. This Bond shall be governed by and construed in accordance with the law of England.
11. The courts of England have exclusive jurisdiction to settle any dispute arising from or
connected with this Bond save that the Employer is not prevented from taking proceedings
relating to such dispute in any other court with jurisdiction.
IN WITNESS whereof this Bond has been executed by the Bank as a deed and is intended to be
delivered and is hereby delivered on the date first above written.
NAME OF THE BANK
ADDRESS
AUTHORIZED BANK SIGNATORY
34
Annex
Form of Demand
To: [insert details of the Bank]
Dear Sirs
Re: the Advance Payment Bond dated [insert date] issued by [insert details] Bank in favour of
[Employer] (“the Bond”)
[I][We] hereby demand the amount of US$[•] under the Bond.
Payment should be made to Account Number [•], designated [•] at
[•].
Yours faithfully
for and on behalf of
[Employer]
35
Part B- Performance Bond
BETWEEN:
(1) [Insert Bank] whose principal office is at [insert details] (“the Bank”)
(2) [Insert Employer] whose registered office is at [Insert details] (“Employer”)
WHEREAS:
(1) the Employer and (2) the Contractor (“the Contract”), the Contractor has agreed with the
by the contractor as set out in the Contract (“the Works”) upon and subject to the terms and
(B) The Bank has agreed, at the request of the Contractor, to enter into this on-demand Bond with
the Employer.
NOW THIS DEED WITNESSETH as follows: -
1. In this Bond, words and expressions, if not otherwise defined, shall have the meanings (if any)
given to the Contract and:
“Bond Amount” shall be [•] United States Dollars ($US [•]) [insert amount equal to fifteen
percent (15%) of the Contract Price applying at the Effective Date].
“Business Day” means a day (other than Saturday or Sunday) on which banks are generally
open in [ Issuing Bank’s Country] for normal business.
“Expiry Date” means the [•] day of the month of [•] the year [•].
day and during normal banking hours at its office at:
36
[•]
notify to the Employer.
Amount.
Amount.
relevant demand.
transfer.
NAME OF THE BANK
ADDRESS
37
Annex
Form of Demand
Dear Sirs
Re: The Performance Bond dated [insert date] issued by [insert Bank] Bank in favour of [Employer]
(“the Bond”)
Payment should be made to Account Number [•], designated [•] at [•].
Yours faithfully

[Employer]
38
SCHEDULE 4
FORMS OF BOND
Part C – Warranty Bond
BETWEEN:
(1) [Insert Bank] whose principal office is situated at [insert details] (“the Bank”)
(2) [Insert Employer] whose registered office is at [Insert details] (“Employer”)
WHEREAS:
(1) the Employer and (2) the Contractor (“the Contract”), the Contractor has agreed with the
by the contractor as set out in the Contract (“the Works”) upon and subject to the terms and
(B) The Bank has agreed, at the request of the Contractor, to enter into this on-demand Bond with
the Employer.
NOW THIS DEED WITNESSETH as follows: -
1. In this Bond, words and expressions, if not otherwise defined, shall have the meanings (if any)
given to the Contract and:
“Bond Amount” shall be [•] United States Dollars ($US[•]) [insert amount equal to fifteen
percent (15%) of the Contract Price applying at the Effective Date].
“business day” means a day (other than Saturday or Sunday) on which banks are generally
open in [ Issuing Bank’s Country] for normal business.
“Expiry Date” means the [•] day of the month of [•] the year [•].
39
day and during normal banking hours at its office at:
[•]
notify to the Employer.
Amount.
Amount.
relevant demand.
transfer.
NAME OF THE BANK
ADDRESS
40
Annex
Form of Demand
Dear Sirs
Re: the Warranty Bond dated [insert date] issued by [insert Bank] Bank in favour of [Employer] (“the
Bond”)
Payment should be made to Account Number [•], designated [•] at [•].
Yours faithfully

[Employer]
41
SCHEDULE 5
WARRANTIES1
The key terms for the respective warranty are as follows:
Modules
 10-year defect warranty, commencing on the Full Commercial Operation Date.
 25-year linear degradation warranty, commencing on the Full Commercial Operation Date,
guaranteeing:
o a maximum degradation factor of 2.5% in Year 1; and
o a maximum linear degradation factor of 0.7% per year, commencing at the end of Year
1 until the end of the twenty-fifth (25th) year following the Commercial Operation
Date.
Inverters
 5-year defect warranty, commencing on the Commercial Operation Date.
 Warranty to cover the Inverter station (comprising two Inverters, one Transformer and one
switchgear)
Tracking System
 5-year defect warranty for motors and moving parts, 10-year defect warranty (including
corrosion) for steel parts, commencing on the Commercial Operation Date.
MV/HV Transformers, CTs and VTs
Electrical Protection Equipment
 Warranty to cover switchgear, circuit breakers, ring main units and other electrical protection
equipment.
1 Drafting note: The Contractor to provide the forms of warranty for inclusion in the final form Contract. In particular, the warranty for the
Modules should guarantee that the Modules will be free from potential induced degradation (“PID”) and confirm that the Modules have
passed PID testing from the Fraunhofer Institute in Germany or another institution acceptable to the Employer.
42
SCADA system
 2-year defect warranty, commencing on the Commercial Operation Date. Possibility to

upgrade according to available/latest software version for at least 10 years.
Civil Works elements:
 5-year defect warranty on all permanent structures such as transformer plinths, control
building foundations and structure, drainage, fencing and gates.
43
SCHEDULE 6
FORM OF MONTHLY PROGRESS REPORT
The Monthly Progress Report shall be provided in electronic format (.pdf or similar) and shall contain
at least the following:
 Project reference
 Date
 Report progress number
 Brief summary
 Progress of:
- Engineering / design
- Procurement and material delivery on site
- Construction
- After construction services (testing, commissioning, etc.)
- Deliveries to site
- Interconnection Works (Employer’s and Grid Operator’s side)
The progress shall be identified with percentages of completion for each of the sub-tasks (i.e.
electrical design 50%, civil works design – foundations 80%, etc.). Moreover, progress shall be
represented as follows:
- Current progress against Programme (e.g. Gantt chart)
- S-curve (budget and work completion)
- Critical path activities and reserves
- Milestone completion
 Third party approvals or statements required and actual progress
 Variation orders (indicating variation, extra costs, impact on Programme, mitigants)
 QA/QC facts, including:
- Factory inspections and outcomes
- Material acceptance at site
- Completeness of documentation
- Post-installation test results
 HSES reports
 Risk or critical items
 Plan for next month
 Status of permits, licenses and authorisations to be obtained, including any changes
 Photographic report (photos of main components and photos of works)
 Claims and disputes
 Force Majeure events
The Contractor shall keep complete and accurate records and all other data required by the Energy
Regulatory Commission for purpose of proper administration of this Contract and acknowledges and
accepts that hat the Buyer may upon ten (10) days prior notice to the Contractor, examine the records
44
and data of the Contractor relating to this Agreement or the operation or dispatch of the Facility at
any time during normal office hours.
45
SCHEDULE 7
PERMITS AND CONSENTS
PART A - EMPLOYER PERMITS AND CONSENTS
(a) Required prior to the Effective Date
 Electricity generating licence for the Project issued by the Energy Regulatory Commission
(ERC) pursuant to the Energy Act.
 Registration of the Project with the National Construction Authority.
 Environmental Impact licence issued by the National Environmental Management Authority
in respect of the power plant and the construction of the transmission line.
 Income Tax and VAT tax payer registration.
 Letter of no objection issued by the National Museums of Kenya confirming that the project
can be developed.
 The Employer having secured the requisite land rights in relation to the interconnector
facilities.
 Approval of building plans issued by the County Government of Kilifi.
 Development permit issued by the by the County Government of Kilifi.
 Approval for height of the structures on the project site by the Kenya Civil Aviation Authority.
 [MSG to insert details of tax exemptions being obtained].
(b) Required prior to the Notice to Proceed Date
 Approval for upgrade of off-site public road – Viriko Kwa Dadu Road D554 issued by the
relevant road authority.
(c) Required after the Notice to Proceed Date
 N/A
46
SCHEDULE 7
PERMITS AND CONSENTS
PART B - CONTRACTOR PERMITS AND CONSENTS
(a) Required prior to the Effective Date
 Registration as an electrical contractor with the National Construction Authority.

 Registration of the Contractor as an Electrical Contractor by the ERC pursuant to the Electric
Power (Electrical Installation Work) Rules, 2006.
 Registration with the ERC as a solar systems contractor/installer licence- Class C1 pursuant to
the Energy (Solar Photovoltaic Systems) Regulations, 2012.
 Registration with the ERC as solar PV system manufacturer pursuant to the pursuant to the
Energy (Solar Photovoltaic Systems) Regulations, 2012 (if required).
 Registration with the ERC as solar systems manufacturer/importer licence (Class V2) pursuant
to the Energy (Solar Photovoltaic Systems) Regulations, 2012 (if required)
 Income Tax , PAYE and VAT tax payer registration
(b) Required prior to Notice to Proceed Date
 Business permit issued by the County Government of Kilifi.

 Fire clearance certificate issued by the County Government of Kilifi.
 Proof of registration with National Hospital Insurance Fund.
 Registration of employer with the National Social Security Fund.
 Employer registration under the Industrial Training Act.
 Approval of site plans of workplace premises by the Directorate of Occupational Safety &
Health.
 Registration of the site as a work place with the Directorate of Occupational Safety & Health.
 Valid annual practicing licenses issued by the Engineers’ Board of Kenya being obtained by
engineers who shall undertake engineering work on the project
 Any foreign engineers proposed to work on the project obtaining registration as temporary
professional engineers from the Engineers’ Board of Kenya.
 Registration of skilled construction workers and accreditation and certification of all
construction workers and construction site supervisors with the National Construction
Authority.
 Valid entry permits for any expatriate staff.
(c) Required after the Notice to Proceed Date
 Noise and/ or vibrations licence/permit where construction work shall exceed or is expected
to exceed the permitted nose levels.
 Import licence for controlled substances and prior informed consent document pursuant to
the Environmental Management and Co-ordination (Waste Management) Regulations, 2006
(required if the project shall require the import of controlled substances).
 Export licence for controlled substances and prior informed consent document pursuant to
the Environmental Management and Co-ordination (Waste Management) Regulations, 2006
(required if the project shall require the import of controlled substances).
47
 Kenya Bureau of Standards Certificate with respect to imported goods and equipment.
Certificate of Conformity to Kenya Standards under Pre-Export Verification of Conformity
(“PVoC”) programme pursuant to the Standards Act (Cap 496).
 KRA customs declaration and clearance in relation to imported equipment.
 Certificate of occupation in respect of the structures on the project site upon completion.
 Explosives permit issued by the Mines and Geology Department under the Ministry of Mining
(if required).
48
SCHEDULE 8
SITE
PART A
SITE
49
PART B
INTERCONNECTION WORKS
50
SCHEDULE 9
SAFETY PLAN2
2 Drafting note: under review by Employer
51
SCHEDULE 10
APPROVED SUBCONTRACTORS
For the purposes of Clause 4.4 (a) of the Conditions, the Contractor shall not be required to obtain the
consent of the Employer to the appointment of the following companies as Subcontractors in
accordance with the Contract.
The Contractor acknowledges and accepts that there shall be no more than three (3) tiers of
subcontractors.
Works to be Subcontracted Name of Company
Modules Jinko
Risen
JA
GCL
Inverters Sungrow
Gamesa
ABB
GE
GP Tech
Power Transformers Prime Meiden
Toshiba
CGL
ABB
GE Prolec
Tracking Systems Arctech (non-interlinked row models only)
Soltec
PVH
Nextracker
52
Civil Works Lee Construction
Motorways Construction
D Manji Construction
Rockridge Engineering
MDBL
Electro-Mechanical Works Polyphase Systems Limited
ARM Engineering
Ultimate Engineering
International Energy Technik Ltd
Substation & TL Works Polyphase Systems Limited
ARM Engineering
Ultimate Engineering
International Energy Technik Ltd
Motorways Construction
Lee Construction
Sava Builders Ltd
Automic Electronics Ltd
MDBL
53
SCHEDULE 11
PART A
FORM OF SUBSTANTIAL COMPLETION CERTIFICATE
TO: [Contractor]
This certificate is being delivered in accordance with [Clause 8.6 (Minimum Performance Levels Not
Achieved)] [Clause 9.1 (Substantial Completion)] of the contract dated [date] entered into between
the Employer and the Contractor (“the Contract”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in
the Contract.
EITHER
[The Employer hereby elects to issue a Substantial Completion Certificate pursuant to Clause 9.5(d)
(Minimum Performance Levels Not Achieved) of the Conditions. The Employer also certifies that the
Contractor has paid the maximum level of Performance Liquidated Damages payable under the
Contract as specified in Clause 17.4(e)(ii) and an amount equal to a reduction in the Contract Price
calculated in accordance with the final paragraph of Clause 9.5 (Minimum Performance Levels Not
Achieved) of the Conditions.]
OR
[Based upon the assumption that the Employer has been provided with a true, correct and complete
record of the Acceptance Tests, including the certified copy of the results of the Acceptance Tests
referred to in Clause 9.3 (Acceptance Tests) (included at Annex 1 to this certificate), the Employer
hereby certifies that the Works specified have achieved Substantial Completion.]
The Punch List is included at Annex 2 to this certificate. The Contractor shall carry out the works
necessary to complete all items set out on the Punch List as required by Clause 11.1(a) of the Contract.
DATED this ____ day of __________________, _____.
[EMPLOYER]
By: ____________________________
Name:
Title:
54
SCHEDULE 11
ANNEX A-A - PUNCH LIST
No. Section of Item Description Date to be Value of Status (open / Date Closed
Works of Works / completed Works closed)
Defect
55
SCHEDULE 11
PART B
FORM OF TAKING OVER CERTIFICATE
TO: [Contractor]
This certificate is being delivered in accordance with Clause 10.3 (Taking Over) of the contract dated
[date] entered into between the Employer and the Contractor (“the Contract”).
the Contract.
The Employer hereby certifies that the Works specified at [•] of Schedule 1 (Specification) have been
completed and that Taking Over in respect of all of the Works has been achieved.
The Punch List is included at Annex 1 to this certificate. The Contractor shall carry out the works
necessary to complete all items set out on the Punch List as required by Clause 11.1(a) of the Contract.
DATED this ____ day of __________________, _____.
[EMPLOYER]
By: ____________________________
Name:
Title:
56
SCHEDULE 11
ANNEX B-A - PUNCH LIST
No. Section of Item Description Date to be Value of Status (open / Date Closed
Works of Works / completed Works closed)
Defect
57
SCHEDULE 12
CONSTRUCTION SCHEDULE3
[Drafting Note: Contractor to provide final Programme prior to signature].
3 Drafting note to bidders: This Schedule 12 will include the Programme (see Clause 8.3 [Programme]).
58
SCHEDULE 13
SCHEDULE OF PAYMENTS
Payments shall be in accordance with Clause 14 of the Conditions provided that the total amount of
the invoices for each Milestone shall not exceed the percentage of Contract Price stated below.
Onshore Goods and Services Offshore Goods and Services
% of contract Value Value of Duties and % of contract Value Value
Value Ex Duties and Taxes Taxes Total Milestone Value Value Ex Duties and Taxes Inc. Duties and Taxes Total Milestone Value
(months from NTP)
Expected Period
Milestone
Milestone Deliverable $ 7,939,657.42 $ 34,881,128.92

Notice to Proceed issued and all conditions met for
15.00%
1 1 Advance Payment 15.00% $ 1,190,948.61 $ 1,190,948.61 $ 5,232,169.34 $ 5,232,169.34
Submission of Major Engg Drawings

Major drawings shall be the following:
1. Overall Genaral PV Plant Layout
2. Overall Single Line Diagram
5.00% $ 396,982.87 0.00%
3. DCS Architecture
6. DC Single Line Layout
2 2 $ 396,982.87 $ -
7. Sincle line diagram for MV Switchgears
8.Step-up Transformer Sizing Calculations $ -
Milestone deliverables to be reviewed and agreed.
Will need to include Management Plans (e.g.
Quality and Safety and Env)
Completion of Geotech Survey 5.00% $ 396,982.87 0.00% $ -
Geotech survey percentage is considered verey high - to $ 396,982.87 $ -
3 3 be discussed
Completion of Temporary Site Establishment 9.41% $ 747,121.76 0.00% $ -
Completion of Fencing Lot 1 2.39% $ 189,757.81 0.00% $ -
4 4 Completion of temp site is considered very high - to
be discussed. Reduce to 5%
Defintions of Lots to be clarified $ 936,879.58 $ -
5 5 Defintions of Lots to be clarified $ 222,310.41 $ -
Tracker Foundations Lot 1 2.48% $ 196,903.50 0.00% $ -
6 7
Delivery of Tracker Lot 1 (Piers Only) 0.00% $ - 4.80% $ 1,674,294.19
Defintions of Lots to be clarified $ 381,103.56 $ 1,674,294.19
Tracker Installation Lot 1 6.00% $ 476,379.45 0.00% $ -
Module Installation Lot 1 2.50% $ 198,491.44 0.00% $ -
7 7
Delivery of Tracker Lot 2 (Super Structure) 0.00% $ - 9.60% $ 3,348,588.38
Delivery of Module Lot 1 (50%) 0.00% $ - 23.64% $ 8,245,898.88
Delivery of Inverters Lot 1 (50%) 0.00% $ - 2.00% $ 697,622.58
Defintions of Lots to be clarified $ 976,577.86 $ 12,292,109.83
8 8
Delivery of Tracker Lot 3 (Motors) 0.00% $ - 9.00% $ 3,139,301.60
Delivery of Module Lot 2 (50%) 0.00% $ - 26.59% $ 9,274,892.18
Delivery of Inverters Lot 2 (50%) 0.00% $ - 1.87% $ 652,277.11
Defintions of Lots to be clarified $ 1,055,974.44 $ 13,066,470.89
9 9 Defintions of Lots to be clarified $ 595,474.31 $ -
Completion of Building Works 10.00% $ 793,965.74 0.00% $ -
Percentage is considered high.Reduce to 5%
Defintion of Building Works needs clarity and to be
10 10
linked to the Contract terms.
Perhaps a Mechanical Completion milestone is
appropriate? $ 793,965.74 $ -
Completion of HV Substation 5.00% $ 396,982.87 0.00% $ -
Definition to be further clarified. Perhaps hand-over
11 11 to KPLC is appropriate. $ 396,982.87 $ -
Mechanical Completion 5.00% $ 396,982.87 5.00% $ 1,744,056.45
How does this differ from Completion of Building
12 12 Works? Can we use Substantial Completion and Full
COD?
Recommend this is a 10% milestone $ 396,982.87 $ 1,744,056.45
0.00% $ - 0.00% $ -
Why is there no defitnion here - we can remove this
13 13 milestone $ - $ -
Final Acceptance/Taking Over 2.50% $ 198,491.44 2.50% $ 872,028.22
14 14
Higher value to be withheld for TO $ 198,491.44 $ 872,028.22
59
SCHEDULE 14
FORM OF STATEMENT
INVOICES
To: [Employer] Contract: Contract dated [Insert Date] entered into

[Insert address] between the Employer and the Contractor
Invoice No.
Date: [INSERT DATE]
DESCRIPTION:
[INSERT]
Remit to:
Contractor
[INSERT ADDRESS]
ITEMISATION (All amounts to be in USD)
Total amount payable to the end of the payment [BREAKDOWN AND SUPPORTING
period (including in respect of Variations but INFORMATION TO BE ATTACHED]
excluding the amounts set out below)
Adjustments to take account of any increase or

decrease in Cost resulting from a Change in Law
(if any)
Amount payable for Plant and Materials not yet

on Site (if any)
Any other additions or deductions [BREAKDOWN AND SUPPORTING

INFORMATION TO BE ATTACHED]
Less
Total amount paid to date
GRAND TOTAL PAYABLE
60
SCHEDULE 15
INSURANCE
PART I – EMPLOYER’S INSURANCES
The Employer shall obtain and maintain or cause to be obtained and maintained the insurance policies
listed below from financially sound and reputable insurers with limits not less than those set out
below:
1. Construction/Erection All Risks Insurance:
Cover: All risks of physical loss or damage to the permanent and temporary works
executed and in the course of execution, including materials, plant,
equipment and machinery for incorporation into the Project, while on the Site
or temporarily stored off-Site.
Insured:  The Owner

 The Off-taker
 The Contractor,
 the subcontractors of any tier, other manufacturers, suppliers,
consultants, in each case for their on-site physical activities only
 The Lenders
 Other parties as required by contract.
for their respective rights and interests
Sum Insured: The insurable contract value for the Project on a reinstatement value basis
Period: From Notice to Proceed under the EPC Contract or date otherwise agreed until
the Taking Over Date plus extended maintenance cover for 24 months Defects
Liability Period.
Maximum USD 50,000 any one occurrence.

Deductibles:
Territory: The Republic of Kenya.
Extensions (sub- a) Lost/damaged plans, documents and computer records extension;

limits as agreed b) Additional costs of complying with public/local authority requirements;
by insurers) c) Automatic reinstatement of sum insured;
d) Interim payments Clause;
e) Automatic increase in sum insured Clause;
f) Professional fees Clause;
g) Debris removal expenses;
h) Expediting expenses;
i) Free issue materials;
j) Extended Maintenance Cover.
k) Plans and documents
61
l) Marine 50/50
m) Temporary Repairs
n) Preventative Measures
o) Inland transit/offsite storage
p) Property taken into use
q) LEG Multiple Insured Clause (excluding paragraph (vii))
r) Primary policy clause
Principal a) War and civil war;

Exclusions: b) Sabotage and Terrorism;
c) Strikes, Riot, Civil Commotion;
d) Radioactive contamination;
e) Political Risks
f) Wear and tear, oxidation, corrosion, erosion or similar;
g) Liquidated damages, penalties, and consequential loss;
h) Loss of cash, bank notes and monetary instruments;
i) Repairing or replacing or rectifying works which are defective in material,
workmanship, design, plan or specification (LEG2 1996) or equivalent;
j) Damage to any marine vessel, craft or aircraft;
k) Cyber
l) Electronic Date Recognition Exclusion;
m) Deliberate Acts of the Management;
n) The Contractor’s plant and equipment;
o) Unexplained shortages;
p) Sea and Air transits;
q) Series Loss Clause
Other standard exclusions for this class of insurance
2. Marine Cargo Insurance:
Cover: Physical loss or damage in accordance with Institute Cargo Clauses (A) to
materials, plant, equipment and machinery of every description required for
the construction of the Project (but excluding the Contractor’s Equipment).

 The Off-taker
 The Contractor, the Subcontractors of any tier
 The Lenders
 Any other parties as required by contract.
Sum Insured: A sum to cover the maximum value any one transit, conveyance or storage.
62
Period: Continuous open coverage to accept all shipments, including inland transit
and/or sendings from the date of the first shipment until the Taking Over Date.
Maximum USD 50,000 each loss

Deductible:
Territory: Worldwide, but primarily from the point of origin at manufacturer’s site
including loading and until arrival including unloading at the construction site
and vice versa.
Applicable a) Institute Cargo Clauses (A) CL 252;

Clauses: b) Institute Cargo Clauses (Air) (excluding sendings by Post) CP 259;
c) Institute Strikes Clauses (Cargo) CL 256;
d) Institute Strikes Clauses (Air Cargo) CL 260;
e) Institute War Clauses (Cargo) CL 255;
f) Institute War Clauses (Air Cargo) (excluding sendings by Post) CL 258;
g) Institute War Clauses (sendings by Post) CL 257;
h) Institute Classification Clause CL 354;
i) Institute Radioactive Contamination Exclusion Clause CL 356;
j) Institute Replacement Clause CL 161;
k) Termination of Transit Clause (Terrorism) JCC 2001 CL 056;
l) Institute Cargo Clauses (B) - including Piracy CL 253; and
m) Institute Cargo Clauses (C) - CL 254.
Extensions: a) Accumulation Clause;

b) Air Freight Replacement Clause;
c) Bills of Lading Clause;
d) Concealed Damage Clause;
e) Debris Removal Clause;
f) Packing Clause;
g) Error and Omission Clause;
h) Unseaworthiness and Unfitness exclusion Clause;
i) Inland Transits; and
j) 50/50 Clause.
Principal As contained in the Institute Clauses mentioned above.

Exclusions:
3. Third Party Liability Insurance:
Cover: To indemnify the Insured in respect of their legal liability to pay damages, costs
and expenses in respect of accidental:
(a) death or bodily/personal injury to any person
(b) damage to third party property;
63
occurring during the Period of Insurance and arising out of or in connection

with the Works.

 The Off-taker
 The Contractor,
 the subcontractors of any tier, other manufacturers, suppliers,
consultants, in each case for their on-site physical activities only;
 The Lenders;
Sum Insured: USD 15,000,000 any one occurrence, other than where aggregated in line with
usual market practice.
the Taking Over Date plus 24 months Defects Liability Period.
Maximum USD 10,000 any one loss

Deductibles:
Territory: The Republic of Kenya and worldwide non-manual visits
Extensions: a) Sudden, unintended and unexpected pollution; and

b) Cross-liability Clause.
c) Worldwide jurisdiction ex USA, Canada and Australia.
64
Principal a) Cost of making good loss or damage to the Works;

Exclusions: b) Damages as are normally covered by Employers’ Liability
insurances/Workers Compensation insurances
c) Liability insured under statutory motor insurances;
d) Marine Liability
e) Aircraft Liability
f) Fines, penalties, punitive or exemplary damages imposed by a statutory
body, regulator or the courts; liquidated or ascertained damage;
g) Liability arising out of technical or professional advice furnished by the
insured for a separate and specific fee;
h) War;
i) Radioactive Contamination;
j) Deliberate Acts of the Management;
k) Terrorism;
l) Gradual Pollution
m) Political Risks
n) Asbestos
o) Pure Financial Loss
p) Nuclear, Chemical or Biological Risks
q) Mould and Fungi Exclusions
4. Political Violence Insurance:
Cover: Physical loss or damage to the works following acts of sabotage and/or
terrorism;
Riot, strikes, civil commotion.
 The Off-taker
 The Contractor,
 the Subcontractors of any tier, other manufacturers, suppliers,
consultants, in each case for their on-site physical activities only
 The Lenders
Sum Insured: An amount not less than the estimated maximum loss
the Taking Over Date
65
Maximum USD 50,000 any one occurrence

Deductibles:
Territory: The Republic of Kenya
Extensions: Finance Parties clause
66
SCHEDULE 15
PART II – CONTRACTOR’S INSURANCES
The Contractor shall effect and maintain at its own expense and shall procure and ensure that each of
the Subcontractors effect and maintain throughout the continuance of the EPC Contract the insurance
policies listed below from financially sound and reputable insurer with limits not less than those set
out below:
1. Workers Compensation/Employers’ Liability Insurance
Cover: As required by Applicable Law.
Period of Insurance: From Notice to Proceed under the EPC Contract or date otherwise agreed
until the Taking Over Date.
Scope of Cover: Covering legal liability arising out of death or injury to persons employed (or
deemed to be employed) by the Contractor in connection with the Works, the Works or the
Project (including liability under any applicable Law, at common law, in equity or otherwise).
Including an indemnity to principals’ clause.
2. Motor Vehicle Liability Insurance
Cover: As required by applicable Law.
Scope of Cover: Covering legal liability arising out of death or injury to persons and damage
to property in connection with the use of vehicles licensed for road use to the extent required
to comply with compulsory motor insurance requirements for a limit of USD 2,000,000 or any
higher limit required by law.
3. Contractors Plant and Equipment Insurance
Sum Insured: Repair or Replacement value of the plant and equipment
Scope of Cover: All Risks insurance with regards to plant and equipment owned, leased, hired
or otherwise in the care, custody or control of the Contractor or its employees, subcontractors
or agents, including transit risks regardless of the mode of transport, whether the plant or
equipment is to be used on the Site or at other places where the Works are performed.
4. Professional Indemnity
Sum insured: USD 10,000,000.
Scope of Cover: Covering legal liability arising from an act, error or omission of the insured in
relation to the performance of the insured's professional activities and duties in connection
with the Project.
67
until [12 years] following the Taking Over Date.
68
SCHEDULE 16
FORM OF DIRECT AGREEMENT
69
SCHEDULE 17
METERING
Part A
Metering Equipment
1. Metering System
(a) The Contractor shall, at its expense, procure, install, test and commission the Main
Metering Equipment and the Back-Up Metering Equipment that is able to meter both
power import and export.
The Contractor shall give the Buyer reasonable notice of the date for the testing and
commissioning of the Main Metering Equipment and the Back-Up Metering
Equipment and the Buyer shall attend and witness such testing and commissioning. If,
having been given reasonable notice, the Buyer does not attend and witness the
testing and commissioning of the Main Metering Equipment and the Back-Up
Metering Equipment then the Buyer shall be deemed to have attended and witnessed
such testing and commissioning and the Buyer shall not be entitled to raise any
objection to such testing or the results thereof or to the commissioning.
Once the Contractor has satisfactorily completed the testing and commissioning of
the Back-Up Metering Equipment including procurement of certificate from the
Independent Engineer, in accordance with Clause 8.1 (f) (ii) (Plant Commercial
Operations Tests), the Contractor shall transfer to the Buyer as beneficial owner (and
without any encumbrances) all rights, title and interest in the Back-Up Metering
Equipment and thereafter the Buyer shall own and maintain it.
The Employer shall retain the ownership of the Main Metering Equipment and shall
maintain the Main Metering Equipment. The recording devices for the Back-Up
Metering Equipment shall be installed by the Contractor in a secure cabinet or housing
adjacent to the recording devices of the Main Metering Equipment.
(b) The Contractor shall provide and install a data recorder and shall make a continuous
recording of the Net Electrical Output. Such Net Electrical Output shall be recorded on
appropriate magnetic media or equivalent. Upon installation, the data recorder shall
constitute a part of the Metering System.
The meter data shall be recorded for every meter. The data shall be stored in long
term data storage. The basic measurement period shall be 5 minutes. The metering
shall register per measurement period the following data: per kWh and kVArh meter
the delivered energy and reactive power and the metering period. The measurement
period shall be synchronized on the national standard time. The deviation of the start
and stop time shall not be greater than 5 seconds. When the synchronization system
is out of service, the deviation of start and stop time shall be less than 10 seconds in
maximum of one week. All data shall be transferred to the meter data buffer, and to
the SCADA Systems of both the Buyer and the Employer. In case the data measured
70
and stored differ, the meter data buffer prevails. The data shall be stored for a period
of 5 years.
(c) The metering points to record the active power (MWh) and reactive power (MVArh)
exchange between the Employer and the Buyer shall be located at the Delivery Point
as indicated in Schedule 1 (Specification). The current and voltage transformers shall
measure current and voltage on the outgoing cables at the Delivery Points and shall
be located at the Delivery Points. Any photographic facilities shall be provided by the
Contractor as part of the verification process for monthly meter readings.
(d) The Main Metering Equipment and the Back-Up Metering Equipment shall be to a
mutually agreed international standard providing a measured accuracy of class ±0.2%.
2. Installation of Metering System and Protection Schemes
(a) The Contractor shall install the Metering System on the Site at a location, and upon
completion transfer to the Buyer all right, title and interest in the Back-Up Metering
Equipment free of all charges and encumbrances.
(b) Prior to the installation by the Contractor of the Metering System, the Contractor will
deliver to the Buyer the protection scheme and the metering plan (including accuracy
classes of metering equipment and proof that the overall accuracy requirements will
be met) for the Plant for the Buyer's approval.
(c) the Buyer shall provide written comments on the metering plan within fifteen (15)
days of their receipt. The Contractor shall incorporate the Buyer's comments received
during such fifteen (15) day period into the protection scheme and the metering plan
and deliver final copies to the Buyer. The Buyer shall approve the final scheme and
plan within seven (7) days or notify the Employer that it does not approve the scheme
and plan, giving its reasons therefore. If the Buyer does not give reasons for not
approving the scheme and plan within such seven (7) day period, the Buyer shall be
deemed to have approved such scheme and plan.
(d) Upon approval by the Buyer, the Contractor shall complete the design and commence
construction of the Metering System. Such installation shall be completed not later
than fifteen (15) days prior to the scheduled date to begin initial testing of the Plant.
The Contractor shall provide the Buyer with thirty (30) days advance notice of, and the
Buyer shall have the right to observe and inspect the installation of the Metering
System.
Part B
Meter Procedures
3. Testing of Metering System
(a) The Buyer shall initially test the Metering System for accuracy in accordance with this
Schedule 17 (Metering) by the later of fifteen (15) days after it is installed by the
71
Contractor or five (5) days prior to the date scheduled for initial testing of the Plant to
begin, and thereafter at intervals of not less than one hundred and eighty (180) days
and after giving the Contractor no less than forty-eight (48) hours advance notice. The
Employer may have a representative present during any such testing, as well as during
any inspection of the Metering System or adjustment thereof.
(b) The Buyer shall also test the Metering System at any other time reasonably requested
by the Contractor, such additional testing to be at the Contractor’s expense unless the
test indicates that the Metering System is inaccurate by more than the percentages
as set out in this Contract, in which case the Buyer shall bear the cost of the additional
test. The Employer may have a representative present during any such testing, as well
as during any inspection of the Metering System or adjustment thereof. In order to
comply with the specifications in Schedule 17, Part A.
(c) When on the Site, the Buyer shall comply with all reasonable instructions of the
Contractor and, notwithstanding any other provision in this Agreement to the
contrary, shall indemnify and hold the Employer harmless from any loss or damage
sustained by virtue of the Buyer’s negligence or wilful misconduct in the performance
of its obligations but only to the extent that such loss or damage is not covered by
insurance of the Employer.
(d) The calibration of meters shall be checked to ensure that the accuracy remains within
the specified limits. The method of calibration and frequency of tests shall be agreed
between the Employer, and the Buyer based on knowledge of the performance and
the design of the installed meters and the manufacturers’ recommendations.
(e) Compensation shall be made for the errors of current and voltage transformers in the
meter calibration or during the computation of records. Current and voltage
transformers shall be tested for ratio and phase angle errors following manufacture at
an accredited testing station in the presence of representatives from the Employer
and the Buyer.
(f) Testing and calibration of the Back-Up Metering Equipment shall be carried out by the
Buyer after giving appropriate notice to the Employer, in line with the agreed
frequency of testing or in the event of either party having reasonable cause to believe
the meters are outside specified limits. During such tests and calibration the Employer
shall have the right to have a representative present at all times.
(g) Testing and calibration of the Main Metering Equipment shall be carried out by the
Buyer as in paragraph (f) above. During such tests and calibration the Employer shall
have the right to have a representative present at all times.
4. Reading of Meters
(a) Procedures: The Metering System shall be read monthly on distance and/or at site on
the last day of each month (or such other day as may be agreed upon by the Parties)
for the purpose of determining the Net Electrical Output of the Plant since the
preceding reading.
72
In the event that the Buyer’s representative is not present at an onsite reading of Net
Electrical Output, then the Employer’s representative shall take and record such
reading and make a photographic record thereof. The Contractor shall maintain a log
of all such meter readings. Measurements recorded shall be delivered by the
recording party to the non-recording party by facsimile or any other form of written
notice within forty-eight (48) hours after the readings are taken.
In the event that the Main Metering Equipment is not in service as a result of
maintenance, repairs or testing, then the Back-Up Metering Equipment, shall be used
during the period that the Main Metering Equipment is not in service and the
foregoing provisions of this Section shall apply to the reading of the Back-Up Metering
Equipment.
(b) Inaccuracies in Metering System: When, as a result of any test of the Main Metering
Equipment, the Main Metering Equipment is found to be inaccurate by more than the
specified percentage or is otherwise functioning improperly, then the correct amount
of Net Electrical Output delivered to the Buyer for the actual period during which
inaccurate measurements were made, if any, shall be determined as follows:
(i) First, the readings of the Back-Up Metering Equipment, if any, shall be utilised
to calculate the correct amount of Net Electrical Output, unless a test of such
Back-Up Metering Equipment, as required by either party, reveals that the
Back-Up Metering Equipment is inaccurate by more than above mentioned
percentages or is otherwise functioning improperly;
(ii) If there is no Back-Up Metering Equipment or if the Back-Up Metering

Equipment is found to be inaccurate by more than the specified percentages
or is otherwise functioning improperly, then the Contractor and the Buyer shall
jointly prepare an estimate of the correct reading on the basis of all available
information and such guidelines as may have been agreed to between the
Employer and the Buyer;
(iii) In the event that the Buyer and the Employer fail to agree upon an estimate for
the correct reading, the Buyer shall make any payments to the Employer
required as a result of its estimate of the correct reading and the matter may
be referred by either party for determination by an Expert pursuant to
Clause 19.4 (Expert Determination); and
(iv) The difference between the previous payments by the Buyer for the period of
inaccuracy and the recalculated amount shall be offset against or added to the
next payment to the Employer under the PPA, as appropriate. If the period of
inaccuracy cannot be accurately determined, it shall be deemed to have begun
on the date which is midway between the date the meter was found to be
inaccurate and the date of the last meter reading accepted by the Parties as
accurate. In no event, however, shall any such adjustment be made for any
period prior to the date on which the Main Metering Equipment was last tested
and found to be accurate within the abovementioned percentages and not
otherwise functioning improperly.
73
SCHEDULE 18
RELEASE OF LIENS AND CLAIMS CERTIFICATE
From: the Contractor
To: the Employer
the Contract.
The Contractor warrants that it is not aware of any (i) Liens or (ii) claims which may be brought by the
Contractor or any other person (including any employee or agent of the Contractor or a Subcontractor)
which may result in Liens, in each case in relation to any Works, any item of Plant or Materials supplied
or any property of the Employer.
In the event that the Contractor becomes aware of any Lien which may be brought by the Contractor
in relation to any Works, any item of Plant or Materials supplied or any property of the Employer, the
Contractor hereby fully and completely waives and releases such Lien.
DATED this ____ day of __________________, _____.
[CONTRACTOR]
By: ____________________________
Name:
Title:
74
SCHEDULE 19
PERFORMANCE LEVELS AND LIQUIDATED DAMAGES
1 Performance levels
The Contractor warrants that on carrying out of the Acceptance Tests of the Facility and the
Interconnection Tests, the Facility and the Interconnection Works shall attain and satisfy the following
Guaranteed Performance Levels subject to and upon the conditions set out in Schedule 2 (Schedule of
Tests) and [•]:
a. Facility Peak Power
Contracted Peak Power
The Contracted Peak Power is [52.008MWp].
Actual Peak Power
The Actual Peak Power shall be determined by the average power output of the Test Modules at
Standard Test Conditions as measured by the third-party laboratory referred in Schedule 2 Part C
Clause 1.3.2 multiplied by the number of installed modules.
In order to achieve Substantial Completion, Actual Peak Power must be equal to or greater than the
Contracted Peak Power.
b. Performance Ratio
Guaranteed Performance Ratio at COD
The Performance Ratio of the Facility calculated in accordance with Part D (Employer’s Test and
Commissioning Requirements) in Schedule 2 (Schedule of Tests) shall be at least equal to the estimated
Facility Performance Ratio for the applicable month specified in the table below (the “Guaranteed
Performance Ratio at COD”). If the Acceptance Tests demonstrate that the Performance Ratio of the
Facility is more than the Guaranteed Performance Ratio at COD, the Performance Ratio at COD of the
Facility shall be deemed to be equal to the Guaranteed Performance Ratio at COD. Note that if a test
spans two different months, the weighted average shall be calculated and agreed with the Employer
for use.
75
Month Guaranteed Performance 𝑻𝒎𝒐𝒅

Ratio at COD (ºC)
𝑃𝑅𝐺𝑈𝐴𝑅_𝐶𝑂𝐷
(%)
January 80.81% 49.69
February 79.89% 51.71
March 80.22% 51.98
April 81.45% 49.23
May 82.26% 46.60
June 82.87% 44.94
July 83.25% 43.40
August 82.84% 44.78
September 81.63% 47.22
October 81.06% 48.52
November 81.10% 48.47
December 81.76% 47.82
[•] 48.04
Year 1
Module Degradation
The yearly Module degradation shall be 0.5% for first 5 years and 0.7% thereafter (“d”).
Minimum Performance Ratio at COD.
The Performance Ratio of the Facility shall not be less than [95] % (the “Minimum Performance Ratio”)
of the Guaranteed Performance Ratio at COD (𝑃𝑅𝐺𝑈𝐴𝑅_𝐶𝑂𝐷 ).
Guaranteed Performance Ratio at Year 1.
The Guaranteed Performance Ratio at Contract Year 1 shall be the Guaranteed Performance Ratio at
COD multiplied by the guaranteed PV module degradation factor at year 1.
𝑃𝑅𝐺𝑈𝐴𝑅_𝑌1 = 𝑃𝑅𝐺𝑈𝐴𝑅_𝐶𝑂𝐷 ∗ (1 − 𝑑)
where:
𝑃𝑅𝐺𝑈𝐴𝑅_𝑌1 Guaranteed Performance Ratio for Year 1
𝑃𝑅𝐺𝑈𝐴𝑅_𝐶𝑂𝐷 Guaranteed Performance Ratio at COD as defined above
76
D Module degradation as a percentage per annum as define above
Guaranteed Performance Ratio at Year 2:
The Guaranteed Performance Ratio at Contract Year 1 shall be the Guaranteed Performance Ratio at
COD multiplied by the guaranteed PV module degradation factor at year 2.
𝑃𝑅𝐺𝑈𝐴𝑅_𝑌2 = 𝑃𝑅𝐺𝑈𝐴𝑅_𝐶𝑂𝐷 ∗ (1 − 𝑑 ∗ 2)
where:
𝑃𝑅𝐺𝑈𝐴𝑅_𝐶𝑂𝐷 Guaranteed Performance Ratio at COD as defined above
D Module degradation as a percentage per annum as define above
2 Liquidated Damages
Performance Liquidated Damages at COD
Subject to the terms of this Contract, if during the Acceptance Tests the Contractor fails to achieve the
Guaranteed Performance Ratio at COD but achieves the Minimum Performance Ratio, then the
Contractor shall, as a condition to Substantial Completion and the Commercial Operations Date, pay
to the Employer Performance Liquidated Damages of $150,000 of the Contract Price pro rata for each
[1]% that the Performance Ratio is below the Guaranteed Performance Ratio at COD.4
Year 1
If, during Year 1, the Facility does not achieve the Guaranteed Performance Ratio for Year 1, the
Contractor shall pay the Employer Performance Liquidated Damages as follows:
An amount equal to the actual loss in revenue for Year 1 as a result of the shortfall below the
Guaranteed Performance Ratio for Year 1 as calculated below, less any Performance Liquidated
Damages paid by the Contractor pursuant to Schedule 19 (Performance Levels and Liquidated
Damages) in respect of a failure of the Contractor to achieve the Guaranteed Performance Ratio at
COD.
If the Actual Performance Ratio in the Year 1 (𝑃𝑅𝐴𝐶𝑇_𝑌1) falls below the Guaranteed Performance Ratio
for the same Year (𝑃𝑅𝐺𝑈𝐴𝑅_𝑌1, the energy loss due to a shortfall in the PR shall be calculated as follows:
4 Drafting note: These performance LDs shall be calculated to cover cashflow shortages to the Employer for the first 12 months after COD
is achieved.
77
𝐻𝑇𝑂𝑇 × 𝑃𝑛𝑜𝑚 × (𝑃𝑅𝐺𝑈𝐴𝑅_𝑌1 − 𝑃𝑅𝐴𝐶𝑇_𝑌1 )

∆𝐸𝑃𝑅1 =
𝐺𝑆𝑇𝐶
where:
∆𝐸𝑃𝑅1 the energy loss due to a shortfall in the PR (kWh);
𝑃𝑅𝐴𝐶𝑇_𝑌1 Actual Performance Ratio for Year 1 as calculated using methodology in

Schedule 20
𝑃𝑛𝑜𝑚 is the Actual Peak Power (kWp)
𝐻𝑇𝑂𝑇 is the total irradiation on the Modules during the Year (kWh/m²) as
measured by the on-site pyranometers
𝐺𝑆𝑇𝐶 is the irradiance at standard condition equal to 1kW/m²
Guaranteed Performance Ratio Liquidated Damages for Year 1 shall be calculated as follows:
∆𝐸𝑃𝑅1
𝐿𝐷𝑃𝐸𝑅𝐹 _1 = ∙ 𝑅 − 𝐿𝐷𝑃𝐸𝑅𝐹 _𝐶𝑂𝐷
𝐸
where:
𝐿𝐷𝑃𝐸𝑅𝐹 _1 is the performance liquidated damages payable in the Contract currency;
R is the revenue generated by the electricity produced by the Facility during

the Year;
E is the electrical energy measured at the export meter during the Year
(kWh).
𝐿𝐷𝑃𝐸𝑅𝐹 _𝐶𝑂𝐷 is the performance liquidated damages paid at COD (if any)
If during Year 1 the Facility does achieve the Guaranteed Performance ratio for Year 1, the Employer
shall return to the Contractor the Performance Liquidated Damages paid at COD by the Contractor.
Year 2
If, during Year 2, the Facility does not achieve the Guaranteed Performance Ratio for Year 2, the
Contractor shall pay the Employer liquidated damages in an amount equal to the aggregate of the
following:
(a) An amount equal to the actual loss in revenue for Year 2 as a result of the shortfall below the
Guaranteed Performance Ratio for Year 2; and
78
(b) An amount equal to the net present value of the loss in revenue from the end of Year 2, for
the remaining term of the PPA:
(i) based on the shortfall below the average of the Guaranteed Performance Ratio for
Year 1 and Year 2 and the average of the actual achieved Performance Ratio for Year
1 and Year 2; and
(ii) applying a discount rate of [10]%.
If the actual Performance Ratio in Year 2 (𝑃𝑅𝐺𝑈𝐴𝑅_𝑌2 ) falls below the Guaranteed Performance Ratio
for the same Year (𝑃𝑅𝐴𝐶𝑇_𝑌2) the energy loss due to a shortfall in the PR shall be calculated as follows:
𝐻𝑇𝑂𝑇 × 𝑃𝑛𝑜𝑚 × (𝑃𝑅𝐺𝑈𝐴𝑅_𝑌2 − 𝑃𝑅𝐴𝐶𝑇_𝑌2 )

∆𝐸𝑃𝑅2 =
𝐺𝑆𝑇𝐶
where:
∆𝐸𝑃𝑅2 the energy loss due to a shortfall in the PR (kWh);
𝑃𝑅𝐴𝐶𝑇_𝑌2 Actual Performance Ratio for Year 2 as calculated using methodology in

Schedule 20
𝐻𝑇𝑂𝑇 is the total irradiation on the Modules during the Year (kWh/m²) as
measured by the on-site pyranometers
𝐺𝑆𝑇𝐶 is the irradiance at standard conditions equal to 1kW/m²
Moreover, in order to consider the future losses connected to the underperformance of the Facility
over the remaining operational lifetime, the following average yearly energy loss shall be considered:
̅̅̅̅̅̅̅̅̅̅̅̅̅̅̅
𝐻𝐴𝑉𝐺 × 𝑃𝑛𝑜𝑚 × (𝑃𝑅 ̅̅̅̅̅̅̅̅̅̅̅̅̅
𝐺𝑈𝐴𝑅_𝑌1,2 − 𝑃𝑅𝐴𝐶𝑇_𝑌1,2 )
∆𝐸𝑃𝑅_𝑓 =
𝐺𝑆𝑇𝐶
where:
∆𝐸𝑃𝑅_𝑓 the expected future energy loss due to a PR shortfall in the Defects
Notification Period (kWh);
𝐻𝐴𝑉𝐺 is the total irradiation expected on the Modules during the entire lifetime
of the Facility (kWh/m²);
̅̅̅̅̅̅̅̅̅̅̅̅̅̅̅
𝑃𝑅𝐺𝑈𝐴𝑅_𝑌1,2 is the average Guarantee Performance Ratio for Year 1 and Year 2
79
̅̅̅̅̅̅̅̅̅̅̅̅̅
𝑃𝑅𝐴𝐶𝑇_𝑌1,2 is the average actual Performance Ratio in Year 1 and Year 2
𝐺𝑆𝑇𝐶 is the irradiance at standard conditions equal to 1kW/m²
Guaranteed Performance Ratio Liquidated Damages to be paid at the end of Year 2 will take into
account the expected future losses shall be calculated as follows:
∆𝐸𝑃𝑅2 ∆𝐸𝑃𝑅_𝑓 1
𝐿𝐷𝑃𝐸𝑅𝐹_2 = 𝐸
∙𝑅+ 𝐸𝑒𝑥𝑝
∙ 𝑅𝑒𝑥𝑝 ∙ ∑𝑁
𝑖=1 (1+𝑟)𝑖
where:
𝐿𝐷𝑃𝐸𝑅𝐹_2 is the performance liquidated damages payable in the Contract currency;
R is the revenue generated by the electricity produced by the Facility during

the Year 2, taken from the relevant accounting books that the Employer
will make available to the O&M Contractor;
E is the electrical energy measured at the export meter during the Evaluation
Period (kWh). The Evaluation Period will be Year 2.
𝑅𝑒𝑥𝑝 is the expected revenue generated by the electricity generated by the

Facility during the remaining term of the PPA
𝐸𝑒𝑥𝑝 is the expected electrical energy generated by the Facility during the entire
lifetime at the export meter (kWh).
N is the residual lifetime of the Facility after the expiry of the Defects
Notification Period equal to 18 years
R is the discount rate equal to []%
80
SCHEDULE 20
CALCULATION OF ACTUAL PERFORMANCE RATIOS FOR YEARS 1 AND 2
1 Calculation Methodology for Actual Performance Ratio of Year 1 and Year 2
The calculation shall be carried out based on the collection and analysis of data for the whole of the
relevant year.
The Performance Ratio shall be calculated as follows (the “Tests After Commercial Operations Date”):
1.1 Duration of the Test
The Tests After Commercial Operations Date shall be carried out:
(a) For the duration of Year 1; and
(b) For the duration of Year 2.
The Contractor shall perform the Tests After Commercial Operations Date for the entire Facility; no
partial testing is allowed.
Before commencing the Tests After Commercial Operations Date, the Contractor shall submit for the
Employer's review and approval its proposed test protocol and all performance tests shall be executed
in accordance with the Test Protocol approved by Employer (the approved protocol being, the “Test
Protocol”).
1.2 Conditions for the Test
The following irradiation conditions apply:
 Irradiance will be measured as the average of all the plane-of-array pyranometers installed at
the Facility. At least two (2) plane-of-array pyranometers shall be available in order to consider
valid the measurement
 Where pyranometers disagree by greater than 5% over the test period, the lower of the results
shall be disregarded.
Only samples during which the average irradiance is at least 50W/m2 shall be considered. Whenever
the inverter is not functioning for all or part of the Sampling Period, then:
 Where the irradiation is less than 50W/m2 the data is disregarded, or;
 Where the irradiation is greater than 50W/m2 the inverter will be considered as unavailable.
The Sampling Period, “j”, is 10 min. i.e. Ts = 10 min.
1.2.1 Availability
Availability of the Facility during each Year for the Tests After Commercial Operations Date shall be
regulated by the O&M Agreement.
81
Irradiation shall be adjusted to exclude periods during which the actual production of the Facility has
been affected by the following unavailability issues:
 Unavailability due to reasons attributable to the O&M Contractor;

 Unavailability due to Force Majeure events;
 Grid failure/instability beyond the control of the Contractor,
 Inspections carried out by the Employer, KETRACO, KPLC or their representatives that results
in Facility downtime, and
 Periods of interruption caused by the Employer.
1.2.2 Data Availability
The SCADA system shall guarantee a minimum data availability of 99% over each Evaluation Period.
Such data availability shall be confirmed by the Contractor three months prior to the end of the
Evaluation Period. Should the overall data availability be below the minimum data availability, the
Employer shall have the right to force the Contractor to undertake remedial works in order to increase
the data availability pursuant to the Contract.
Unless due to reasons attributable to the O&M Contractor, periods of data unavailability shall not be
accounted in the calculation of the actual Performance Ratio but shall be regarded as periods of
unavailability pursuant to the O&M Agreement.
1.2.3 Performance Ratio Calculation Methodology
In calculating the Performance Ratio (PR), data shall be measured over the Sampling Period.
The PR is a measure of the quality of the design, components and installation of the Facility. It is the
relationship between the actual energy produced, i.e. the energy measured at the appropriate meter,
and the energy theoretically produced by the modules (before any losses):
𝐸𝐸𝑥𝑝_𝑗
𝑃𝑅𝑗 =
𝐸𝑃𝑉_𝑗
Where:
𝑃𝑅𝑗 Is the performance ratio measured over the Sampling Period “j” where the
Facility has been operational
𝐸𝐸𝑥𝑝_𝑗 Is the total energy (kWh) exported by the Facility at the Delivery Point as
measured by the official meter over the Sampling Period “j”
𝐸𝑃𝑉_𝑗 Energy theoretically produced by the PV modules (kWh) in timeframe j.
𝐻𝑗
𝐸𝑃𝑉_𝑗 = 𝑃𝑛𝑜𝑚 ∙ (1 + 𝛽 ∙ (𝑇𝑚𝑒𝑎𝑠,𝑗 − 𝑇𝑚𝑜𝑑 )) ∙ ( )∙
𝐺𝑆𝑇𝐶
Where:
82
𝑃𝑛𝑜𝑚 Is the Actual Peak Power in kWp
𝛽 Is the temperature coefficient of the Module power taken from the Module
datasheet (% / ºC). For avoidance of doubt this coefficient shall be a
negative value.
𝑇𝑚𝑒𝑎𝑠,𝑗 Is the mean average value of the Module temperature sensors placed on
the back side of the Modules measured during each timeframe j (ºC)
𝑇𝑚𝑜𝑑 Is the average monthly Module temperature (ºC) from the Guaranteed
Performance Ratio at COD table in Schedule 19 – Performance Levels and
Liquidated Damages.
𝐻𝑗 Is the irradiation hitting the Modules in timeframe j based upon the mean
average of the available on-site pyranometers, and the recordings
comprising that timeframe (kWh / m2)
𝐺𝑆𝑇𝐶 Is the irradiance under Standard Test Conditions = 1,000 W / m2
𝑛 Is the Year since Full Commercial Operations Date
𝑑 Is the guaranteed Module degradation rate (%/yr) as per Schedule 19
A single PR figure will then be calculated for the duration of the test by using the following equation:
∑𝑚
𝑗=1 𝐸𝐸𝑥𝑝_𝑗
𝑃𝑅𝐴𝐶𝑇_𝑌𝑛 =
∑𝑚
𝑗=1 𝐸𝑃𝑉_𝑗
Where:
𝑃𝑅𝐴𝐶𝑇_𝑌𝑛 Is the Actual Performance Ratio for the Year “n”
𝑚 Is the number of sampling periods (j) in the total test period
𝑛 Is the Year since Full Commercial Operations Date
1.2.4 Irradiation
Pyranometers and data loggers shall be capable of measuring to a granularity of 30 second intervals
which will be averaged over the Sampling Period.
Plane-of-array irradiance shall be measured in the same plane as the photovoltaic array by the
pyranometers installed at the Facility.
The total irradiation value over each Year is obtained through the following formula:
83
𝐻𝑇𝑂𝑇 = ∑ 𝐻𝑗
𝑗=1
Where 𝐻𝑗 shall be the average of the pyranometer readings excluding any obvious outliers, at the
Employer’s discretion.
84
SCHEDULE 21
TIME FOR COMPLETION AND DELAY LIQUIDATED DAMAGES
PART A - TIME FOR COMPLETION
Event : Time for Completion5
[Employer Connection Works] [•]
Commercial Operations Date [•] months after Notice to Proceed Date
Taking Over [•] months after Notice to Proceed Date
Part B – Delay Liquidated Damages
Delay Liquidated Damages US$ [•] per day or part of a day67
5 Drafting note: In the event that sectional completion applies, multiple dates will be included. Currently the main body of the Contract
does not incorporate provisions relating to the Employer Connection Works in respect of this Schedule 21.
6 Drafting note: In the event that sectional completion applies, LDs will apply in respect of each section.
7 Drafting note: Precise LD rate will be dependent on Bidder’s bid parameters and lender TA review; this is indicative of the expected LD
rate to be applied.
85
SCHEDULE 22
INTERIM PAYMENT CERTIFICATE 8
ONSHORE GOODS/ONSHORE SERVICES/OFFSHORE GOODS/OFFSHORE SERVICES
To: [Contractor] Contract: Contract dated [Insert Date]

[ Insert address] Invoice/ Statement reference:
Date: [INSERT DATE]
the Contract.
information by the Contractor, the Employer hereby certifies that the Contractor is entitled to
payment of [•] ([•]) in relation to the invoice/ Statement referred to above.
The payment amount is calculated as set out below.
Total amount claimed by the Contractor
less (if applicable)
Adjustments to any items set out in the invoice/

Statement
Cost of rectification or replacement for work not

in accordance with the Contract
Value of works and/or obligations which the

Contractor has failed to perform in accordance
with the Contract
Estimated cost to complete all items in a relevant

Punch List
Corrections in respect of previous Interim

Payment Certificates
Disputed amounts (to the extent not set out

above)
[BREAKDOWN AND SUPPORTING INFORMATION TO BE ATTACHED]
8Draftingnote: An interim payment certificate will be issued in respect of onshore goods/onshore services/offshore goods/offshore services
to accompany the respective pro-forma invoice.
86
DATED this ____ day of __________________, _____.

[EMPLOYER]
By: ____________________________
Name:
Title:
87
SCHEDULE 23
FINAL PAYMENT CERTIFICATE9
ONSHORE GOODS/ONSHORE SERVICES/OFFSHORE GOODS/OFFSHORE SERVICES
To: [Contractor] Contract: Contract dated [Insert Date]

[Insert address] Final Statement reference:
Date: [INSERT DATE]
Capitalised terms used but not otherwise defined herein shall have the meanings ascribed thereto in
the Contract.
information by the Contractor, the Employer hereby certifies that the Contractor is entitled to
payment of [•] ([•]) in relation to the Final Statement referred to above.
The payment amount is calculated as set out below.
Total amount finally due under the Contract
less
Amount previously paid by the Employer
Any other amount to which the Employer is

entitled
FINAL BALANCE DUE

[MAY BE A CREDIT PAYABLE BY THE
CONTRACTOR IF RELEVANT]
[BREAKDOWN AND SUPPORTING INFORMATION TO BE ATTACHED]
DATED this ____ day of __________________, _____.
9 Drafting note: An interim payment certificate will be issued in respect of onshore goods/onshore services/offshore goods/offshore
services to accompany the respective pro-forma invoice.
88
[EMPLOYER]
By: ____________________________
Name:
Title:
89
SCHEDULE 24
INITIAL STOCK
[Drafting Note: the list below is the Employer’s proposal. To be agreed prior to signature]
Component Minimum Quantity
PV modules
PV modules 0.3% of installed PV capacity
MV components
MV/LV transformer 1 complete unit
1 set of manufacturer’s recommended spare parts
MV switchgear As per manufacturer’s recommended spare parts
Cable terminals 6 transformer terminals
Energy meter 2 units, same class
Fuses 18 units per fuse size
AC Cable 50m per MWp
LV components
Inverter spares As per manufacturer’s recommended spare parts, and the O&M
guarantee provided.
DC cable 50m per MWp
MC4 connectors 50 units per MWp of different sizes
Junction box As per manufacturer’s recommended spare parts and, as a

minimum:
6 complete level 1 boxes
4 complete level 2 boxes (if any)
String fuses (junction box 20 units per MWp

side)
String fuses (inverter side) 5 units per MWp
90
Component Minimum Quantity
Mechanical
Mounting structure Sufficient components (rails, clamps, bolts, etc.) for 1 whole table
every 10 MWp
Tracker Spares for 3% of installed mechanisms (motors, gearboxes,

controllers etc.) 0.5% of tracker PV module
Auxiliaries
Security system spares As per manufacturer’s recommended spare parts
SCADA system spares As per manufacturer’s recommended spare parts and, as a

minimum:
1 datalogger
1 router
1 pyranometer (same quality and class)
1 PSU
1 module temperature sensor
1 AC/DC converter
20 m of fibre optic cable per MW
Connection Facilities
[TBC]
91
SCHEDULE 25
NOT USED
92
SCHEDULE 26
ENVIRONMENTAL AND SOCIAL REQUIREMENTS
1.1 General Requirements
The Contractor will plan, execute and document construction works pursuant to the present Schedule
26 Environment & Social Requirements (ESR). The Contractor will have its own Environmental and
Social Management System (ESMS) in line with ISO 14001 standards. The provisions of these ESRs
would take precedence on the Contractor internal ESMS in case of any conflicts between the two
systems. In the context of the present ESRs, the word “Worksite(s)” means:
 The land where work will be carried out (project footprint),

 The land necessary for the implantation of Worksite facilities (e.g. work camp, workshops,
offices, laydown areas, any concrete batching plants) and the access roads,
 Quarries for aggregates and fill material,
 Borrow areas for sand and other selected material, or
 Disposal areas for excavation spoils,
 Any other location specifically designated in the Contract as a Worksite.
The term “Worksite(s)” encompasses any individual Worksite or all Worksites.
The ESRs refer to:
 Protection of the natural environment (water, air, soil, vegetation, biological diversity) in areas
adjacent to the Worksite, access roads, quarries, borrow areas, stockpiling of backfill material,
camps or storage areas.
 Working practices and the protection of people and populations living near the Worksite but
exposed to the general disturbance caused by works.
The Health and Safety conditions to be maintained for the Contractor’s personnel and any other
person present on the Worksites, or along access routes, are specified in Schedule [x].
1.2 Applicable Standards
The Contractor shall be responsible for ensuring compliance with any new legislation introduced
during the course of the services. In addition, compliance with national legislation, NEMA
environmental permit conditions, and ESMP, the Project and the Contractor will be expected to
comply with the requirements outlined Equator Principles (EPIII, 2013), associated IFC Performance
Standards (2012) and World Bank EHS Guidelines. The Project will also be expected to adhere to any
additional environmental and social conditions contained within the Project’s loan documentation. It
is recommended that the Contractor in particular makes himself familiar with the requirements of IFC
PS2 relating to Labour and Working Conditions.
1.3 Scope
These specifications apply to the Contractor and all subcontractors used for the execution of the
works. The Contractor is fully liable for all actions, non-compliance and negligence by subcontractors,
their representatives, employees and workers, to the same degree as it would be held liable for its
own actions, non-compliance or negligence or that of its own representatives, employees or workers.
93
1.4 Construction Environmental Management Plan
As part of the Contractor’s ESMS the Contractor will prepare, implement, and regularly update a
Construction Environmental & Social Management Plan (CESMP). The CESMP represents the unique
reference document in which the Contractor defines in detail all organisational and technical
provisions implemented to satisfy the obligations of the present ESRs and the specific obligations
defined in 1.10 ESMP. The Contractor shall provide the Employer with a draft ESMS and CESMP within
seven (7) days of the Effective Date and shall ensure that the Employer’s comments are incorporated
in the final CESMP within twenty-one (21) days of receipt of Employer’s comments.
The CESMP will contain as a minimum the following:
 Contractors General commitments - which defines the Contractor’s general environmental

and social commitments in terms of organization and production: personnel with roles and
responsibilities, mobilized resources, site procedures, communication, management of non-
conformities, documents and data management, auditing.
 Project specific management plans required to implement the measures identified in the
ESMP and general IFC EHS guidelines - including but not limited to the following:
o Labour management plan
o Training program
o Social management plan (including migrant influx)
o HIV/Aids, malaria health management and prevention
o Emergency preparedness and response plan
o Chance finds procedure
o Site clearance and rehabilitation plan
o Hazardous materials management
o Traffic management plan
o Waste management plan (including offsite landfill)
o Blast management plan (where relevant)
o Water and waste water management plan
o Workers camp organisation and management
o Change/New Worksite Initial Environmental & Social Examination Procedure
 Employee Code of Conduct
 Employee Grievance procedure
 Community Grievance procedure
The Contractor will engage a full time Health Safety and Environment Manager to implement the
Construction ESMP and health and safety at the Worksites. The HSE Manager is permanently based at
the Worksite for the full duration of the works as of Contractor’s mobilisation until the provisional
acceptance of all works.
The Employer or its representative may audit the environmental and social performance of the
Contractor with respect to implementation of these requirements and the CESMP.
1.5 Monitoring and Reporting
The HSE Manager will carry out environmental and social inspection of the Worksite on a weekly basis.
A record of each weekly inspection will be maintained, specifically any non-conformities will be
documented by a digital photograph to provide a visual illustration, explicitly indicating the location,
date of inspection and the non-conformity in question. Actions and timescale for addressing non-
94
conformities detected on the Worksite will be summarised and progress recorded as part of weekly
site meetings.
The Contractor will submit on a monthly basis an Environmental & Social (ES) activity report
summarising all Environmental and social initiatives implemented in relation to the execution of the
works during the reporting period to the Employer. The monthly will be provided in English and
submitted within 7 working days after the last day of the month in question.
1.6 Incidents
The Contractor will inform the Employer within 1 hour of any serious injury or damage to private
property or the environment, and within 24 hours of any near-missed accident relating to the
execution of the works which, in slightly different conditions, could have led to serious injury or
damage to private property or the environment.
1.7 Addressing Change and potential environmental impacts
The location of some activities / worksites was not known during the ESIA Project preparation, in the
event that the contractor is required to undertake any works or activities outside the project
boundaries, prior approval from the Employer must be obtained. The Contractor will undertake an
Initial Environmental & Social Examination for any activities not assessed by the ESIA or covered in the
ESMP. The Initial Environmental and Social Examination is required to study any proposed alternatives
to the worksite’s location, design, technology, and components and their potential environmental and
social impacts. The Contractor will document the rationale for selecting the particular alternative and
demonstrate relevant mitigation measure are in place to avoid environmental and social impacts.
While selecting the preferred alternative, the Contractor will adopt a mitigation hierarchy approach
to address adverse environmental or social impacts and issues to workers, affected communities, and
the environment from the worksite and associated facilities. The mitigation hierarchy comprises
measures taken to avoid creating environmental or social impacts from the outset of development
activities, and where this is not possible, to implement additional measures that would minimise,
mitigate and, as a last resort, offset and/or compensate any potential residual adverse impacts.
The Initial Environmental & Social Examination will follow a simple form structured as follows:
 Part I: Environmental & social analysis of technical alternatives considered for the worksite;
and
 Part II: Analysis of the selected technical solution for the worksite:
 Flora and habitats within the worksite footprint and within 100m around
 Presence, species and diameter at breast height of any trees
 Distance to the nearest residential areas
 Permanent or seasonal usages of the proposed worksite area by the local communities
 Soils and Erosion Concerns
 Hydrological and water quality Concerns
 Groundwater Elevations & supply
 Summary of potential adverse impacts on the natural environment and local
communities
 Proposed mitigation strategy to reduce or eliminate identified environmental or social
adverse impacts.
95
1.8 Community relations
The Contractor will work together with the Employer’s Community Liaison Officer (CLO) in all
engagements and relations with local communities. It is recommended that the Contractor budget for
some small local CSR activities. Any CSR activities must be discussed with the CLO to identify
appropriate projects and ensure fair allocation of resources among the local community.
1.9 Local Recruitment
Local labour needs are estimated prior to the start of works and described in the CESMP with the
following information:
 Identification of positions that could be filled by local staff and the level of qualification
required;
 Definition of the planned procedure for the effective recruitment of these members of staff;
 Deployment schedule for these positions; and
 Initial training to be provided by the Contractor for each job description.
The Contractor implements a voluntary local recruitment policy including defining targets for its
personnel for the duration of the works and shall enforce this policy to its subcontractors. Positions
will be advertised to maximize local recruitment and, in case the aforementioned local recruitment
target are not achieved, to demonstrate that no local skills are available despite all efforts made to
recruit locally. The Contractor demonstrates the effective implementation of this voluntary policy to
the Employer in its monthly report.
The Contractor will develop a training programme aiming to support the voluntary local recruitment
policy. Local recruitment at the Worksites, including at the entrance, is strictly prohibited to limit the
influx and settlement of spontaneous population waiting for employment. The Contractor will work
closely with the Employers CLO to support in identifying local communities to be targeted for local
recruitment and to avoid at site recruitment.
All workers on successful completion of training activities and on successful completion of their
employment will be issued with certificates by the Contractor clearly stating duration of their
employment, tasks undertaken, and skill demonstrated.
96
1.10 Environmental Social Management Plan
Embedded Mitigation
Ref No Aspect Potential Impact Management Control Responsibility - Responsible How has
Managed organisation for implementation been
Implementation documented?
E-1 Water consumption The project is a In accordance to the resource efficiency requirements of the IFC EPC Design team Name of design
potentially significant Performance Standard 3; the Project will be designed to minimise document to be included
consumer of water. water consumption requirements; this will include consideration of
dry panel washing and rainwater harvesting on building surfaces
and storage in tanks. Water scarcity is an issue in the project area
and the project design will take this into account.
E-2 Surface Water and Rainfall runoff has the Ensure the following is included in the design of the Project: EPC Design team Name of design
Soil Erosion potential to contaminate document to be included
surface water and soils if  Appropriate impermeable surfaces and bund walls
not properly controlled around generators and fuel storage tanks;
and treated prior to its  Appropriate Oil/Water separators;
discharge into the  Appropriate sewage facilities for both the construction
environment. and operations phases; and
 Appropriate storm water drainage around the site and on
the site.
E-3 Avoidance of Two grave sites have Develop site layout that avoids constructing directly over two graves EPC Design team Name of design
Grave sites been identified within the sites identified within the project area, clearly identify boundary document to be included
project area that are around the grave. Families may be requested to access the sites in
required to be future; design should allow this to be possible, assuming they are
accommodated within accompanied by site personnel.
the design.
97
Planning Mitigation
Ref No Aspect Potential Impact Managed Management Control Responsible for Responsibility - How has implementation Approximate Timing
Implementation individual been documented?
P-1 Income/ Livelihoods The potential impact on Implement a Compensation Malindi Solar ESG Manager and Resettlement Action Plan RAP implemented
households, incomes and Plan and adjustment measures Group CLO document and documented prior to construction,
livelihoods of potentially for affected persons. minutes from community stakeholder
affected persons through the Resettlement and engagement meetings. engagement and
loss of farmlands and loss of compensation of Displaced grievance procedure
structures. Persons (DPs) and other All grievances received will implemented
Project Affected Persons be captured in the Grievance throughout project
(PAP) will be carried out in Tracker. A log of actions and development and
accordance with the progress toward operation.
Resettlement Action Plan implementing these
(RAP). commitments will be
monitored regularly by the
Implement an agreed ESG Manager and CLO.
Stakeholder Engagement Plan
(SEP) and Grievance Redress
Mechanism in line with the
requirements of IFC
Performance Standard 5.
P-2 HSE Requirements of contract All impacts identified to be Clearly set out environmental Malindi Solar ESG Manager HSE requirements to be Prior to final selection
appropriately managed and and social requirements within Group included in EPC tender of EPC Contractor.
responsibilities and EPC Contract. documentation.
requirements allocated and
defined through contractual
requirements.
P-3 EPC Construction To implement the EPC Contractor required to EPC Contractor HSE Manager of EPC Contractor to have a The Contractor shall
Environmental and Social Employer’s HSE develop and implement a the EPC CESMP approved by the provide the Employer
Management Plan (CESMP) requirements, the EPC CESMP meeting the Contractor Employer’s for with a draft ESMS
Contractor will develop and conditions set out in Schedule implementation. within seven (7) days
implement a project specific 26, NEMA environmental of the Effective Date
CESMP and engage an authorisation, and in and shall ensure that
HSE Manager to work full accordance with IFC the Employer’s
time at site during the requirements. comments are
construction phase. incorporated in the
final ESMS within
twenty-one (21) days
of receipt of
Employer’s
comments
98
P-4 Cultural Heritage Loss of Cultural Heritage: Allow affected families Malindi Solar CLO and Site Stakeholder engagement Throughout project
associated mainly with the accompanied access to Group manager lifetime.
potential for disturbance to gravesites, if required.
two grave sites.
p-5 Labour and working conditions Adequate accommodation Develop construction worker EPC Contractor HSE Manager Workers accommodation The Contractor shall
and facilities for construction accommodation camp in plans to be provided for provide the Employer
workers accordance with EBRD/IFC Employer’s review. with a draft ESMS
Guidance note: Workers within seven (7) days
accommodation, 2009. of the Effective Date
Should camp be required it will and shall ensure that
be constructed within the the Employer’s
boundaries of the project site. comments are
incorporated in the
final ESMS within
twenty-one (21) days
of receipt of
Employer’s
comments.
Active Mitigation
Project
Phase
Decommissioning
Internal
Construction
Monitoring
Operation
Potential Impact Verification of Reporting
Ref No Aspect Management Control Project Activity Responsibility where
Managed implementation Requirements
applicable
and Frequency
A-1 Air Quality Emissions to air Regular maintenance Delivery of materials and x x EPC Review of Internal reporting Regular vehicle
(NOx, SOx, PM) of vehicle and increased traffic generation Contractor - maintenance records on a monthly maintenance
from vehicles and construction on local road network. HSE Manager of construction fleet basis over
on-site equipment (regular and on-site equipment duration of
equipment. emission control and Use of generators and on-site on a monthly basis. construction
inspection). vehicle, and earth moving activities.
Maintain and service equipment.
machines and engines
off-site.
99
A-2 Air Quality Dust impacting To minimise airborne Site clearing, levelling, x x EPC Visual inspection of Continuously Regular visual
local air quality as dusts: excavation and grading, Contractor - dust generation review checks, review
a result of transport of materials to site. HSE Manager of community
increased HGV Spray water on soil Incident report as complaints, and
movements on before excavation and applicable worker health
unpaved dirt undertake periodic
roads within the road wetting of Complaints as
project vicinity unpaved roads. received through the
and general Visually inspect dust Grievance Redress
excavation works pollution and Mechanism
on site. appropriately intervene
if dust levels are high. Log of respiratory tract
Restrict the speed of infection among
construction vehicles workers as applicable.
to 30 km/h or less.
Put in place a
Grievance Redress
Mechanism to capture
dust complaints.
Issue and ensure use
of appropriate PPE
such as dust masks.
Transport all loose
construction materials
in designated trucks
with fitted covers.
A-3 Noise nuisance Temporary Maintain construction Equipment and vehicular x x EPC Grievance records Monthly Noise
elevated noise equipment and traffic during construction, Contractor - monitoring report monitoring as
levels can cause machinery as per the civil works foundations and HSE Manager Induction training identifying any required in
nuisance and manufacturer’s trenching activities. includes guidance on noise grievances response to
disturbance to requirements. Fix reducing noise. and corrective grievances
surrounding equipment whenever actions. received.
communities. noticed to be Application and receipt
malfunctioning. of noise exemption Evidence of
from NEMA if required licence.
No construction for extended working
activities shall be hours. Evidence of
conducted after 8pm. notification to
communities of
Undertake activities and
consultation with host schedule.
communities to plan
project activities
accordingly.
All noise generating

equipment shall be
fitted with noise control
100
as
well as vibration
devices, and properly
maintained.
All employees are

given basic induction
training on good site
management
practices.
Implement grievance
procedure to capture
any complaints
associated with noise.
A-4 Soil erosion and Exposed soils will Develop a Site Site clearing, levelling, x x EPC Implementation of Monthly Extent of bare
Invasive plants be susceptible to Clearance and excavation and grading; Contractor - plan, identification of monitoring report. surfaces will be
increased erosion Rehabilitation Plan to HSE Manager suitable species for monitored.
from wind and revegetate exposed revegetating site on
rain. soils with native completion of works to Correct
species to prevent Operations and avoid encroachment Regular clearing stockpiling of
Risk of spreading erosion and Maintenance from invasive species. onsite of invasive topsoils.
alien/invasive establishment of species.
plant species as a invasive plants.
result of soil
disturbance and Areas cleared of
vegetation vegetation during
clearance. construction should be
ripped and seeded
(and re-seeded where
necessary) with locally
indigenous grass
species. To achieve
this, topsoils during
construction should
also be stored in
topsoil stockpiles on
the edge of the project
site, and used post
construction to assist
in the germination of
seeds and
establishment of
ground cover. (Top
soils are known to hold
sizable and viable
numbers of seeds of
herbaceous species).
101
Land clearing and site

grading should be
planned to avoid
excessive land take
beyond what is
actually required.
Movement of
construction
equipment and
workers shall be
restricted to the
construction site to
avoid encroachment.
During construction, a
buffer of natural
vegetation at the site
boundary shall be
maintained to serve as
shelter belt and/or
wind break.
A-5 Biodiversity Minimum impact Given the ecological Land use change, site x Malindi Solar Minutes of Meeting Internal CSR M&E of any
on local importance and close clearance, increased human Group - CLO with relevant annual project CSR projects
biodiversity is proximity of the activity and disturbance. conservation report.
anticipated given Arabuko-Sokoke organisations. Support
the site is Forest Conservation of relevant
considered to be Area and the Dakacha programmes as part of
highly modified Woodland IBA, the CSR initiatives during
habitat. However, most effective positive operation.
change in land impact the project can
use will result in have on the region’s
some loss of biodiversity is to
habitat. support conservation
and environmental
awareness efforts in
this protected area.
Engage with Arabuko-
Sokoke forest and
discuss potential
opportunities or
support.
102
A-6 Biodiversity An influx of An awareness and Influx of Construction x EPC Attendance at Monthly Weekly (or at a
construction induction programme workers Contractor – induction. monitoring report frequency to be
workers on the for all new construction HSE manager – complaints, tool determined) of
site may impact workers shall include Clear statement in box talks, training induction
on biodiversity the importance of employee Code of records. training records
through the use of conserving Conduct
firewood, biodiversity, and the
purchase of prohibition of hunting, Results of enforcement
charcoal, and purchasing and/or activities.
hunting and/or consuming of bush
consumption of meat, and the
bush meat. purchase and use of
charcoal on site.
A-4 Community Disruption of Maintain minimal Construction vehicle x x x EPC Incident report as Monthly Regular
Infrastructure community interference with movements and civil works. Contractor - applicable monitoring report monitoring for
infrastructure community HSE Manager any damage to
(electricity and infrastructure. Visual inspection of community
water supply) and state of infrastructure infrastructure
deterioration of Replacement of any in the AoI. and monitoring
access roads damaged for deterioration
during infrastructure. Repairs undertaken of local roads.
construction. within reasonable
timeframe.
A-7 Employment and Influx of skilled Develop, follow and Project life cycle x x x EPC Review of employment Monthly Number of
Procurement and unskilled implement a Labour Contractor - records monitoring report employees
workers to the Management Plan. HSE manager – local employed from
area seeking This Plan to include: Coordination with CLO employment within the
employment. Operations and levels region and
Notify identified Maintenance within the
representatives of the County.
County Government of
the specific jobs and
the skills required for
the Project;
Prioritise the
employment of
unskilled labour from
the local communities;
Prioritise the
procurement of goods
and services from
within the Kilifi County;
and
Develop and
implement a fair and
transparent
employment and
procurement policy.
103
Engage with Malindi

Solar Group CLO to
identify local
communities.
A-8 Labour and Occupational Implementation of All construction activities x x x EPC Provision of PPE to all Monthly Monitoring of
Working Health and Safety HSE procedures will Contractor - staff monitoring report, near-misses,
Conditions risks to workers be made a condition of Operational activities HSE Manager summarising any incidents and
on the site. employment for all Training attendance incidents, review accidents on
contractors and sub- Operations and register, HSE talks and of PPE, induction site, including
contractors. maintenance toolbox talks, training training records. occupational
There will be a clear on use of protective injuries.
definition of the HSE equipment.
roles and
responsibilities of
contractors and their
personnel.
Training shall be
provided to all staff on
HSE matters at
induction training and
ongoing throughout
construction.
Construction works
only during day time.
Provide
appropriate PPE to
workers and clear
training on their correct
use.
Develop and
implement a
construction
Emergency response
plan.
104
A-9 Labour and Orderly conduct Develop and All activities x x x EPC Grievance mechanism Monthly Audit review
Working of employees and implement a Workers Contractor - in place and included in monitoring report
Conditions employer. grievance HSE manager induction training. including training
mechanism. records
Operations and Code of conduct in
Develop an employee Maintenance contacts and posted in
Code of Conduct to communal areas,
be included as part of included in induction
every employees’ training.
contract.
A -10 Communities Construction and Develop a All activities x x x EPC Grievance mechanism Monthly reporting Audit review
operation Community Contractor - developed and in of grievances and
activities within Grievance HSE manager place. corrective actions.
the community. Mechanism
Operations and Billboard erected and
Erect billboards at the Maintenance in place at start of
construction site gates construction activities.
notifying people of
construction company,
site manager name,
activities and timings.
Provide specific onsite

contact details and
mechanisms for
lodging grievance.
Work together with

CLO to address
grievances.
A -11 Cultural Heritage Incidental find of Develop a Chance Construction activities x EPC contactor Chance finds Report any finds Implementation
archaeology or finds procedure – HSE procedure established as per the of procedures.
cultural heritage. specifically addressing manager and training provided requirements of Frequent
May include measures to be to relevant workers. the procedure as inspection and
chance finds of undertaken in the well as in monthly tool box talks
unmarked graves event of an incidental monitoring report. during any
find during civil works. excavation
works.
Procedure will define
and identify relevant
authorities and
process to be followed
in the event of a find.
105
A -12 Public Health and Increased risk of Implement a Traffic Transportation of workers x x EPC Traffic Management .Monthly Audit
Safety road traffic Management Plan, and equipment during Contractor - Plan monitoring report. compliance with
accidents that includes: construction and HSE Manager the Traffic
associated with decommissioning Incident report as Management
the movement of Agree in advance with applicable Plan
materials and the relevant authorities
equipment to site (Kenya National
and the Transport Safety
movement of Authorities, NTSA) on
Project vehicles arrangements and
mainly during routes for abnormal
construction. loads (if any).
Very limited
movements Scheduling traffic to
during the avoid peak hours on
Operations major roads
phase. (Mombasa to Malindi)
and optimising
material movement to
non-peak hours.
Regularly service and

maintain all project
vehicles.
Impose speed limits of

less than 30 km/h on
project vehicles when
driving within the
community area and/or
other populated areas.
Inform the local

communities likely to
be affected by the
increased traffic of the
construction program.
Put up road signs such

as “Heavy Trucks
Turning Ahead”.
106
A -13 Public Health and Interaction with Develop and Presence of construction x x EPC Provision of dedicated Monthly Training
Safety Local implement an workers Contractor – training to all monitoring report records and
Communities and HIV/Aids, malaria HSE Manager employees on health health checks.
Communicable health management risk and raising
Diseases. and prevention plan awareness.
and information
document to include: Provision of
insecticide-
Implement an impregnated bed nets
induction and to all the workers on
awareness HIV and site.
anti-malaria
programme for all
construction workers;
Provide workers with

free access to;
As part of the worker

Code of Conduct,
explicitly forbid all
Project personnel from
engaging in illegal
activities including
engaging in
commercial sex;
Prohibit truck drivers

from stopping at
roadside junctions or
other communities in
the Project Area;
Develop and
implement disciplinary
procedures for workers
who contravene the
workers Code of
Conduct;
Provide
accommodation to
external workers in
accordance to IFC
standards;
Have a proper
drainage system to
107
avoid water stagnation

at the Project Site; and
Provide insecticide-
impregnated bed nets
to all the workers
accommodated on
site.
A -14 Public Health and Security forces Engagement of Securing the site. x x EPC Security Plan Completion of Auditing of plan
Safety interaction with external security Contractor – Construction Phase plans, monthly implementation.
Local forces may be required HSE Manager. monitoring report
Communities. during construction Security Plan record any
and operation. A Operations and Operational Phase incidents or
Security Plan will be Maintenance. grievances
developed in associated with
accordance with IFC security forces.
“Use of Security
Forces: Assessing
and Managing Risks
and Impacts”, 2017.
108
A -15 Soil and ground Mishandling of Development of General site construction and x x x EPC Hazardous Number of Continuously
water fuels and Hazardous materials maintenance activities Contractor - management plan in incidents and review
contamination hazardous waste management plan. HSE Manager place corrective actions
could lead to soil to be included in
contamination if Construction and O&M Operations and Training material and monthly
spills/unplanned crew to be trained in Maintenance attendance register. monitoring report.
events are not handling and disposal
managed during of solid and liquid Review of clean up
construction. wastes to avoid procedures
accidental spills.
Incident report as
Provision of onsite spill applicable
kits for appropriate
clean up in case of Spill kits in place.
accidental spills.
Good housekeeping
Fuel and oil storage measures and regular
areas (including areas site checks.
around generators) as
well as all spent
solvents and spent
fuels/lubricants will be
stored in lined and
bunded areas and
transported off site for
safe disposal.
All plant and

equipment will be
regularly checked and
maintained to minimise
the risk of fuel or
lubricant leakages.
Any trucks and

construction vehicles
will be serviced off site.
109
A -16 Surface and Water Develop a Water and Construction activities x x EPC Implementation of Monthly Water
Groundwater consumption wastewater Contractor – Water and wastewater monitoring report consumption
during management plan. HSE manager management plan.
construction as Waste water
well as This Plan to include discharges
wastewater requirements and
discharges have actions for: Records of
the potential to sludge disposal
impact surface Waste water treatment via licenced
and ground water to Kenyan discharge contractor
sources locally. standards.
.
Measures to control
water runoff from the
site.
Collection and
treatment of sanitary
waste water (either via
septic tank or onsite
water treatment plant).
Sludge wastes are to
be collected and
disposed of by
licenced contractor.
Measures to capture or
recycle water as well
as minimising water
consumption.
A -17 Surface and Run off from PV To prevent Operational activities x Operations and Visual inspection of Continuous Records of
Groundwater module waste contamination of Maintenance site activities including review sanitary sludge
water, domestic surface and condition of storm disposal.
waste water and groundwater, ensure water drains. Records of
sewage could the following is in collection for
lead to place: offsite disposal
contamination if of contaminated
not managed Treatment of wash waters.
properly. water prior to
discharge
offsite disposal of
sewage by appropriate
waste collection and
disposal facility
Regular maintenance
of site drainage
All waste discharge to
110
comply with Kenyan

discharge standards
and World Bank
Guidelines
A -18 Surface and Run off from site To minimise runoff, Construction activities x x EPC Visual inspection of Monthly Extent of bare
Groundwater construction ensure the following is Contractor - site activities including monitoring report surfaces will be
activities and in place: HSE Manager condition of storm monitored.
alteration of soil water drains.
structure could Disturbed areas are Occurrence of
lead to soil shall be levelled, water erosion
erosion and in restored, and re- will be
turn, increased vegetated in order to monitored.
turbidity and minimize soil erosion.
contamination. Adequate spill
protection should also
be employed during
construction.
The water from storm

water drains shall be
channelled to an
oil/water separator and
treated to Kenyan
water discharge
standards before
discharge.
111
A -19 Surface and The Project is a In accordance to the Operation of the solar panels x Operations and Inventory of water Monthly Monitoring and
Groundwater potentially resource efficiency Maintenance consumption and water monitoring report reporting of
significant requirements of the recycling measures monthly water
consumer of IFC Performance usage.
water due to the Standard 3; the Project
washing of solar shall adopt measures Rainwater
panels. to reduce water capture
consumption. Water measures.
will be provided to the
site via a connection to
the local water supply
system.
A -20 Waste generation Generation of Develop a Waste Project life cycle x x x EPC Review of waste Monthly Record
general wastes management plan Contractor - facilities' licence and monitoring report, quantities of
from kitchen, which addresses the HSE Manager inspection of facility include summary waste
offices, treatment and disposal of waste volumes generated,
accommodation, of hazardous and non- Operations and Review of monthly by category of recycled and
and inert hazardous wastes Maintenance waste inventories, waste. disposed in
construction during the construction receipt invoices for monthly
wastes phase and operational waste collection and inventories for
comprising of phase. disposal review.
non-hazardous
materials. Implement the 3 R's Identification of
(Reduce, Re-use, recycling opportunities
Production of recycle) waste of both formal and
hazardous management informal markets.
wastes as a result hierarchy as key
of materials used principle of the
during management plan.
construction and
operation. As part of the Waste
management plan,
develop a strategy to
deal with the large
volumes of recyclable
wastes typical for solar
farm development
during the construction
phase. All hazardous
materials should be
taken back by the
supplier where
possible.
112
Work closely with the

Employer CLO to
identify local
opportunities for
recycling and reusing
non-hazardous
materials
Waste disposal
vehicles to be
adequately covered to
minimise windblown
litter;
Storage areas for

hazardous materials
must be sealed and
bunded;
Regular collection and

proper disposal of solid
waste at a licenced
disposal site;
Provision of spill kits

for on site
management of
accidental events and
leaks of contaminants;
A -21 Unplanned Undertaking Develop Emergency Construction activities x x EPC Completed plan Monthly Records of
events potential preparedness Contractor – monitoring report training, and
dangerous response plan. HSE Manager Training and drills.
activities during emergency drills.
construction Plan will identify
which could lead potential emergency
to fire, serious situations that could
injury, or affect the site during
environmental construction and
damage. develop appropriate
measures to address
emergencies should
they occur.
Identify all local

resources,
stakeholders and
113
organisations to liaise
with in even of
emergency and their
capacity.
A -22 Decommissioning Decommissioning Once solar panels and Decommissioning activities x Malindi Solar Diversity of plant Internal reporting Diversity of
of the project site will involve further other equipment such as the removal of Group - HSE species established. on a monthly plant species
disturbance on removed and structures and re-grading of Manager basis over established.
the site as a result adequately disposed land Extent of bare surfaces duration of
of heavy vehicle of for reuse and will be monitored. decommissioning Extent of bare
movement, recycling during activities. surfaces will be
dismantling of decommissioning, the monitored.
equipment and project area shall be
general rehabilitated using
disturbance to the locally indigenous
ground requiring vegetation to augment
site rehabilitation. rapid natural
regeneration through
the use of herbaceous
and woody species
found in the vicinity. A
diversity of
Commiphora trees
exist in the project.
This genus is widely
used by communities
to create live fences
through planting
truncheons into
appropriate sites
during the growing
season. Similar
techniques can be
applied using a
random layout to fast-
track the rehabilitation
process to restore a
woodland habitat.
114
SCHEDULE 27
115
116
SCHEDULE 2810
GOODS AND SERVICES
10
Drafting note: To reflect the questionnaire once finalised.
117
SCHEDULE 2911
FORM OF TRIPARTITE AGREEMENT
MALINDI SOLAR GROUP LIMITED
(Assignor)
and
THE KENYA POWER AND LIGHTING COMPANY LIMITED
(Assignee)
and
[●]
(Contractor)
Tripartite Deed
relating to
to the Interconnection Facilities for the 40 MW Power Generating Plant at

Lagobaya, Malindi, Kilifi County
11
Drafting note: The form is as per the version received from Buyer on 21 September 2018.
118
Table of Contents
Clause Page
1 DEFINITIONS AND INTERPRETATIONS ......................................................................................... 120

2 TRANSFER AND ASSIGNMENT ..................................................................................................... 124
3 CONSTRUCTION CONTRACT WARRANTIES AND CONSENT TO ASSIGNMENT ............................ 124
4 GUARANTEES, WARRANTIES AND INDEMNITIES ........................................................................ 125
5 RELIEF EVENT............................................................................................................................... 128
6 PERFORMANCE SECURITY ........................................................................................................... 129
7 CONTRACTORS REPRESENTATIVE ............................................................................................... 130
8 REPRESENTATIONS AND WARRANTIES ....................................................................................... 130
9 FURTHER ASSURANCES ............................................................................................................... 131
10 NOTICES....................................................................................................................................... 131
11 GOVERNING LAW AND LANGUAGE............................................................................................. 131
12 GENERAL...................................................................................................................................... 131
13 EXCLUSION OF THIRD PARTY RIGHTS .......................................................................................... 132
14 DISPUTE RESOLUTION ................................................................................................................. 132
15 JOINT AND SEVERAL LIABILITY .................................................................................................... 133
SCHEDULES
119
THIS DEED is dated this day of 2018
PARTIES
(1) MALINDI SOLAR GROUP LIMITED, a company incorporated and existing under the laws of
Kenya having its registered office at 5th Floor ICEA Lion Place, Waiyaki Way, and of Post office
Box Number 59857-00200 Nairobi, Kenya (hereinafter referred to as the Assignor which
expression shall, where the context so requires, include the Assignor’s successors in title and
permitted assigns);
(2) THE KENYA POWER AND LIGHTING POWER COMPANY LIMITED a company incorporated and
existing under the laws of Kenya having its registered office at Stima Plaza, PO Box 30099-
00100 Nairobi, Kenya (hereinafter referred to as the Assignee or KPLC, which expressions shall,
where the context so requires, include the Assignee’s or KPLC’s successors in title and
permitted assigns);
(3) [●], (hereinafter referred to as the Contractor which expression shall, where the context so
requires, include the Contractor’s successors in title and permitted assigns); and
each a Party and collectively the Parties.
WHEREAS
A. The Assignor has entered into a power purchase agreement dated 5 June 2017 [(as amended
on [●])] with the Assignee for the supply by the Assignor and purchase by the Assignee of the
energy generated by a 40 MW solar power generating plant at Lagobaya, Malindi, Kilifi County
(the PPA).
B. The Assignor has entered into an EPC contract dated [●] with the Contractor for the
engineering, procurement, construction, testing and commissioning of, inter alia, solar power
generating plant and the Interconnection Facilities (the “Construction Contract”).
C. The terms of the PPA expressly provide that upon successful Commissioning of the
Interconnection Facilities, the Assignor shall transfer to the Assignee, all of the Assignor’s
rights, title and interest in the Interconnection Facilities.
Now therefore, in consideration of the covenants contained herein, the sufficiency and adequacy of
which is acknowledged by each Party, the Parties agree as follows:
AGREED TERMS
1 DEFINITIONS AND INTERPRETATIONS
1.1 In this Deed, unless the context otherwise requires:
1.1.1 reference to a Business Day is reference to any day which is not a Saturday, Sunday
or recognized Public holiday in the Republic of Kenya;
1.1.2 reference to a day, week or month is reference to a calendar day, week or month;
120
1.1.3 reference to Clauses, Appendices or paragraphs or figures are reference to clauses,

paragraphs and figures of and to this Deed;
1.1.4 words in the singular shall be interpreted as referring to the plural and vice versa, and
words denoting persons shall be interpreted as referring to natural and legal persons;
1.1.5 the term including shall be construed without any limitation;
1.1.6 a requirement that payment be made on a day which is not a Business Day shall be
construed as a requirement that the payment be made on the next Business Day;
1.1.7 headings are for convenience only and shall not affect the construction of this Deed;
and
1.1.8 unless otherwise provided herein, where a consent or approval is required by one
Party from the other Party, such consent or approval shall not be unreasonably
withheld or delayed.
1.2 In this Deed, the following words and expressions shall have the meanings stated:
1.2.1 “Approvals” means any approval, consent, licence, permit, authorisation, granted by
a Governmental Authority which is: (i) necessary for the validity or the exercise of
rights or performance of obligations by a party under this Deed or any of the Project
Agreements or any sub-contracts entered into by any of the parties to the Project
Agreements or (ii) required to carry on business as an electric power producer in
Kenya;
1.2.2 “Assignee's Personnel” means all staff, labour and other employees of the Assignee;
and any other personnel notified to the Contractor, by the Assignee, as the Assignee's
Personnel;
1.2.3 “Civil Works” means, to the extent comprising the Interconnection Facilities:
(a) [the high voltage substations building foundations and other civil structural
components;
(b) [[●] kV] overhead transmission towers line foundations including any civil
structural components related thereto;
(c) all other structural works related to the Interconnection Facilities; and
(d) earthing arrangements, excavations and backfilling for those works described
in (a) to (c) directly above;][Note: Definition to be confirmed upon finalisation
of the Employer’s Requirements of the EPC Contract.]
1.2.4 “Commissioned” means commissioned in accordance with the requirements of the

PPA;
1.2.5 “Commissioning Certificate” means the certificate issued by the Independent

Engineer in accordance with Appendix C of the PPA confirming that the
Interconnection Facilities have been Commissioned;
1.2.6 “Completion Certificate” has the meaning given to it in the PPA;
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1.2.7 “Contractor’s Documents” means [details of relevant contractor’s documents in

respect of the Interconnection Facilities to be inserted once finalised];
1.2.8 “Contractor's Personnel” means the Contractor's Representatives and all personnel
whom the Contractor utilizes in the execution of the Remedial Works, who may
include the staff, labour and other employees of Contractor and of each subcontractor
and any other personnel assisting Contractor in the execution of the Remedial Works
but excluding the Assignee’s Personnel;
1.2.9 “Contractor’s Representatives” means the person appointed by the Contractor from
time to time under Clause 7, who acts on behalf of the Contractor;
1.2.10 “Defect” means any error, defect, failure, fault or damage caused by the Contractor
in or to the Materials or the Plant or any spare part (including in any design, materials
or workmanship), together with any damage arising therefrom.
1.2.11 “Defects Notification Period” means with respect to the Warranty relating to:
(a) the Interconnection Facilities (other than the Civil Works), the period of time
beginning upon transfer of the Interconnection Facilities and expiring upon the
date which is twenty-four (24) months following the Transfer Date; and
(b) the Civil Works with respect to the Interconnection Facilities, the period of time
beginning at upon transfer of the Interconnection Facilities and expiring upon
the date which is twenty-four (24) months following the Transfer Date, as may
be extended in accordance with Clause 4.5;
1.2.12 “Design Specifications” means the specifications in respect of the Interconnection

Facilities, as more particularly set out in Schedule 2;
1.2.13 “Force Majeure Event” means the occurrence of any event or circumstance which
would be a “Force Majeure” (as defined in the PPA) were the definition of Force
Majeure under the PPA set out in full in this Sub-clause 1.2.13 mutatis mutandis such
that, for the avoidance of doubt, definition of Force Majeure referred to the Parties
and not to the parties under the PPA and reference to ‘Seller’ under the PPA are to
the Contractor;
1.2.14 “GOK” has the meaning given to it in the PPA;
1.2.15 “GOK Support Letter” has the meaning given to it in the PPA;
1.2.16 “Governmental Authority” means GOK, any county, any ministry, authority (including
any regional and local authorities of Kenya and any implementing executive or other
branches of government) or division thereof, any agencies owned or controlled by the
GOK , any legislative organ, any court, tribunal, parastatal, and any agencies owned
or controlled by the GOK or any other body in Kenya having statutory competence to
promulgate rules and regulations governing or touching and concerning matters,
transactions and issues contained or relating to this Deed or any of the other Project
Agreements including the Energy Regulatory Commission;
1.2.17 “Independent Engineer” means the person appointed as the independent engineer
under the PPA;
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1.2.18 “Insolvency” means where a person is unable to pay its debts or is liable to be wound
up by a court of competent jurisdiction, enters into a composition or arrangement
with its creditors or moratorium is declared in respect of any of its indebtedness, or
goes into liquidation or is subject to an administration order or if an administrator,
administrative receiver or receiver is appointed over the whole or a substantial part
of the property, assets or undertaking of that person, or any equivalent or analogous
event occurs;
1.2.19 “Interconnection Facilities” means the facilities more particularly described in

Schedule 2;
1.2.20 “Interconnection Facilities Price” means US$ [●];
1.2.21 “KETRACO” means the Kenya Electricity Transmission Company Limited;
1.2.22 “Laws” means any statute, law, treaty (to the extent having been ratified, or
otherwise applicable, in the Republic of Kenya), regulation or other legislation,
environmental requirements or any decree, order or directive of any Governmental
Authority having jurisdiction in respect of the PPA, this Deed, any Project Agreement,
the Project, or in respect of either Party;
1.2.23 “Materials” means things of all kinds (other than Plant) intended to form or forms
part of the Interconnection Facilities, including the supply-only materials (if any) to be
supplied by Contractor in respect to the Interconnection Facilities;
1.2.24 “Objection Notice” has the meaning given to it in Clause 4.2;
1.2.25 “Performance Security” means the security under Clause 6;
1.2.26 “Plant” means the apparatus and machinery intended to form or forming part of the
Interconnection Facilities;
1.2.27 “Project” means the approximate 40 MW Power Generating Plant at Lagobaya,

Malindi, Kilifi County, Kenya;
1.2.28 “Project Agreements” means the PPA, the GOK Support Letter, the Construction
Contract and any other agreements entered into by the Assignor in relation to the
Project;
1.2.29 “Proposed Remedial Period” has the meaning given to it in Clause 4.2;
1.2.30 “Prudent Operating Practice” in relation to the Contractor means, standards of

practice obtained by exercising that degree of skill, diligence, prudence and foresight
which could reasonably be expected from a highly skilled and highly experienced
person engaged in the same type of undertaking;
1.2.31 “Punch List” means a punch list approved by the Independent Engineer and provided
to KPLC together with the Commissioning Certificate;
1.2.32 “Punch List Items” means the items of outstanding work or Defects identified in a
Punch List which will not substantially affect the use of the Interconnection Facilities
for their intended purpose;
123
1.2.33 “Relief Event” means, to the extent having a direct impact on the Contractor:
(a) the occurrence of a Buyer System Interruption (as defined under the PPA),
provided the Buyer System Interruption was not caused by a Defect;
(b) a Force Majeure Event;
(c) a breach by KPLC of any of its obligations under this Deed or the PPA;
(d) [●];
1.2.34 “Remedial Notice” has the meaning given to it in Clause 4.1;
1.2.35 “Remedial Period” means the remedial period agreed to by the Contractor and the
Assignee, or determined by the Independent Engineer, pursuant to Clause 4.2;
1.2.36 “Remedial Work” means:

(a) all work required to re-design, repair, rectify, replace or otherwise make good
any Defect; or
(b) any works required to be carried out by the Contractor to close-out the Punch
List Items;
1.2.37 “Site” means the places where the Interconnection Facilities are to be executed and
to which Plant and Materials are to be delivered, as more particularly set out in
Schedule 3;
1.2.38 “Time of Completion” means the date specified in the Commissioning Certificate as
to when completion of the Interconnection Facilities has occurred;
1.2.39 “Transfer Date” means the date on which the Completion Certificate is issued by the
Independent Engineer pursuant to Appendix C of the PPA;
1.2.40 Warranty has the meaning set out in Clause 4.1.
2 TRANSFER AND ASSIGNMENT
2.1 Subject to the terms of this Deed and with effect from the Transfer Date, the Assignor assigns,
transfers, conveys and sets over to the Assignee, and the Assignee hereby accepts from the
Assignor, all the Assignor's rights, title and interest in the Interconnection Facilities.
2.2 On and from the Transfer Date the Assignee agrees to waive, release and discharge the
Assignor from any and all claims against the Assignor (whether arising under contract, tort or
otherwise) with respect to the Interconnection Facilities and shall hold the Assignor harmless
and indemnify the Assignor on demand against any subsequent third party claim with respect
to the Interconnection Facilities
3 CONSTRUCTION CONTRACT WARRANTIES AND CONSENT TO ASSIGNMENT
3.1 The provisions of Clause 4 of this Deed come into effect from the Transfer Date, provided
always that the Contractor shall owe no greater liability to the Assignee under this Deed than
it would owe had the Assignee been named as a joint employer with the Assignor under the
Construction Contract (and, for the avoidance of doubt, the maximum aggregate liability to
124
the Assignor this Deed shall not be greater than the liability of the Contractor to the Assignor
under the Construction Contract in respect of the Interconnection Facilities).
3.2 The Contractor hereby confirms that it consents to the transfer and assignment by the
Assignor to the Assignee contemplated in Sub-clause 2.1 of this Deed.
3.3 For the avoidance of doubt, and subject to Clause 5 here below, nothing in this Deed shall
affect or prejudice any rights and/or benefits that the Assignor may have under or in
connection with the Construction Contract with respect to the Interconnection Facilities prior
to the Transfer Date. Furthermore, the Assignee shall not be a beneficiary of any performance
security issued to the Assignor pursuant to the Construction Contract.
3.4 In no event shall the Contractor be liable to the Assignee for any loss or damage to the extent
that the Assignor has compensated the Assignee in respect of the same loss or damage.
4 GUARANTEES, WARRANTIES AND INDEMNITIES

Defects Liability
Remedying Defects
4.1 If notified to Contractor in writing by the Assignee during the Defects Notification Period (such
written notification hereafter referred to as the “Remedial Notice”), the Contractor shall,
within the Remedial Period, and in a manner which causes as little disruption to the operation
of the Interconnection Facilities as reasonably possible, promptly carry out all Remedial Work
(the Warranty).
Remedial Period
4.2 The Remedial Notice shall set out the time within which the Assignee reasonably requires the
Remedial Work to be undertaken (the “Proposed Remedial Period”). The Proposed Remedial
Period shall be consistent with Prudent Operating Practice for the remedying of such Defects.
The Contractor may, within three (3) Business Days of receipt of the Remedial Notice, by
written notice to the Assignee (the “Objection Notice”), object to the Proposed Remedial
Period solely on the basis that it is not consistent with Prudent Operating Practice. The
Contractor and Assignee shall promptly following the issuance of the Objection Notice engage
in good faith discussions to agree the remedial period with respect to the Defect notified
under the relevant Remedial Notice. Where the Contractor and the Assignee have not agreed
the remedial period for the relevant Defect within three (3) Business Days of issuance of the
Objection Notice, the Contractor may refer such determination to the Independent Engineer.
The Independent Engineer (acting as expert and not arbitrator) shall determine the remedial
period (applicable in accordance with Prudent Operating Practice) with respect to the Defect
notified under the relevant Remedial Notice. Save in the case of fraud, the aforesaid
determination by the Independent Engineer shall be final and binding on the Assignee and the
Contractor. The Contractor shall immediately upon receipt of the Remedial Notice commence
the Remedial Works notwithstanding the issuance by the Contractor of an Objection Notice.
The costs of Independent Engineer shall be borne by the Assignor[●].
Cost of Remedying Defects
4.3 All Remedial Work shall be executed at the risk and cost of the Contractor.
4.4 For the avoidance of doubt, if and to the extent that a Defect is attributable to:
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 Inappropriate use, operation or maintenance by any person including any use,

operation or maintenance which is not compliant with Prudent Operating Practice,
the remediation of such Defect shall not be the responsibility of the Contractor.
Extension of Defects Notification Period
4.5 The Defects Notification Period applicable to the Interconnection Facilities (other than the
Civil Works) will be extended in respect of any Remedial Work for a further period of twenty-
four (24) months from the date of such re-performance, repair or replacement (such
extension to commence from completion of the relevant Remedial Work), provided that in no
instance shall such extended Defects Notification Period expire any later than forty-
eight (48) months after the Transfer Date.
Failure to Remedy Defects
4.6 If Contractor fails to perform Remedial Work within the Remedial Period or as provided for
under the Punch List (as applicable) and this Remedial Work was to be executed at the cost of
Contractor under Clause 4.2 (Cost of Remedying Defects), the Assignee may (at its option)
carry out the work itself or by others at the Contractor's cost and shall be entitled to recover
all actual costs reasonably incurred by it from Performance Security and:
4.6.1 the cost of remedying the Defects shall include the actual costs reasonably incurred
by Assignee in remedying the Defect or damage, including the cost of procuring
equivalent Defects liability remedies in respect of such remedied work; and
4.6.2 the performance of Remedial Work by the Assignee or other persons shall not, to the
extent such work is performed in accordance with the specifications of the original
equipment manufacturer (as applicable) and Prudent Operating Practice, affect the
Contractor’s liability for Defects in any other part of the Interconnection Facilities.
Removal of Defective Work
4.7 If the Defect or damage cannot be remedied expeditiously on the Site, the Contractor may
remove from the Site for the purposes of repair such items of Plant as are defective or
damaged, provided that the Contractor must obtain Assignee’s prior written consent before
removing such item and such consent may be conditional upon the Contractor providing
reasonably appropriate security for the replacement costs of such items.
Further Tests
4.8 If Remedial Work may affect the performance of the Interconnection Facilities, the Assignee
may reasonably require pursuant to Prudent Operating Practice the repetition of any of the
tests described in the Construction Contract, including Tests on Completion (each as defined
the Construction Contract). The requirement shall be made by notice within twenty-eight (28)
days after the Defect or damage is remedied.
These tests shall be carried out in accordance with the terms applicable to the previous tests,
except that they shall be carried out at the risk and cost of the Assignor
Right of Access
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4.9 From the Transfer Date until the expiry of the Defects Notification Period, the Contractor shall
have the right of access to such parts of the Interconnection Facilities as it reasonably requests
subject to:
4.9.1 it having given reasonable prior notice to the Assignee and the Assignee having
granted consent to such access which shall not be unreasonably withheld;
4.9.2 any such access complying with Assignee's security and health and safety
arrangements; and
4.9.3 such access not causing any interference with the operation of the Interconnection
Facilities.
Operating Records
4.10 The Contractor shall be provided with of proper records of the operation and maintenance of
the Interconnection Facilities during the Defects Notification Period within fourteen (14) days
following its request.
Contractor to Search
4.11 Contractor shall, if the Defect is to be remedied at the cost of the Contractor under Sub-
Clause 4.2 (Cost of Remedying Defects) and if required by the Assignee, search for the cause
of any Defect, under the direction of the Assignee.
Sole Remedy for Defects
4.12 Except in the case of fraud by the Contractor or liability that cannot be excluded as a matter
of applicable Law, the Assignee's rights and remedies under Clauses 4.1 to 4.11 (Defects
Liability) shall be to the exclusion of any other rights or remedies that the Assignee might
otherwise have, whether in contract or at Law, in relation to Defects in the Interconnection
Facilities identified or discovered following the transfer of the Interconnection Facilities.
Risk and Responsibility
Indemnities
4.13 Contractor shall indemnify and hold harmless the Assignee, the Assignee's Personnel, and
their respective agents, against and from all damages, losses and expenses (including legal
fees and expenses) resulting from third party claims arising out of or in connection with:
4.13.1 damage to or loss of any tangible property, real or personal (other than the
Interconnection Facilities), arising out of or in the course of or by reason of the design,
execution and completion of the Interconnection Facilities and the remedying of any
Defects, to the extent that such damage or loss is attributable to any negligence, wilful
act or breach of the Construction Contract or this Deed by the Contractor, the
Contractor's Personnel, their respective agents, or anyone directly or indirectly
employed by any of them;
4.13.2 Contractor's failure to comply with any Laws applicable to the performance of its
obligations; and
4.13.3 any defect in title, lien or encumbrance on any Plant or Material supplied by
Contractor or its subcontractors pursuant to the Construction Contract.
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4.14 The Assignee shall indemnify and hold harmless Contractor, Contractor's Personnel, and their
respective agents, against and from all damages, losses and expenses (including legal fees and
expenses) resulting from third party claims arising out of or in connection with:
4.14.1 damage to or loss of any tangible property, real or personal (other than the
Interconnection Facilities), which is attributable to any negligence, wilful act or breach
of this Deed by the Assignee, the Assignee's Personnel, their respective agents, or
anyone directly or indirectly employed by any of them; and
4.14.2 the Assignee's failure to comply with any Laws applicable to the performance of
Assignee's obligations under this Deed.
4.15 If a Party is entitled to be indemnified under Clauses 4.13 and 4.14, it shall promptly notify the
indemnifying Party of the claim and the indemnifying Party may (at its cost) conduct
negotiations for the settlement of the claim, and any litigation or arbitration which may arise
from it. The other Party shall, at the request and cost of the indemnifying Party, assist in
contesting the claim. This other Party (and its personnel) shall not make any admission which
might be prejudicial to the indemnifying Party, unless the indemnifying Party failed to take
over the conduct of any negotiations, litigation or arbitration upon being requested to do so
by such other Party.
Contractor's Care of the Interconnection Facilities
4.16 The Contractor shall be liable for:
4.16.1 any loss or damage to the Interconnection Facilities caused by any actions performed
by the Contractor after the Commissioning Certificate has been issued; and
4.16.2 any loss or damage to the Interconnection Facilities which occurs after the
Commissioning Certificate has been issued and which arose from a previous event for
which the Contractor was liable.
Limitation of Liability
4.17 No Party shall be liable to the other Parties for loss of use of the Interconnection Facilities,
loss of profit, loss of any contract or for any indirect or consequential loss or damage which
may be suffered by the other Party in connection with this Deed. The Parties acknowledge
and agree that any amounts payable under Sub-clauses 4.13 to 4.14 (inclusive) (Indemnities)
shall not include indirect or consequential loss or damage as referred to in the foregoing
sentence.
4.18 The total liability of Contractor to Assignee under or in connection with this Deed other than
under Sub-clause 4.13 and any amounts which the Contractor is required to spend in excess
of the Interconnection Facilities Price to perform its obligations in accordance with the terms
of this Deed shall not exceed the Interconnection Facilities Price.
4.19 Sub-clauses 4.17 and 4.18 (Limitation on Liability) shall not limit liability in any case of fraud,
deliberate default or wilful misconduct by the defaulting Party or liability that cannot be
excluded as a matter of mandatory applicable law.
5 RELIEF EVENT
5.1 If the Contractor is rendered wholly or partly unable to perform its duties and obligations
under this Deed because of a Relief Event the Contractor will be temporarily excused to the
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extent necessary from whatever performance is affected by the Relief Event to the extent so
affected.
5.2 The Contractor shall:
5.2.1 provide prompt notice in writing to the other Parties of the occurrence of the Relief
Event and the choice to invoke relief under Clause 5.1, giving an estimation of the
event’s expected duration and the probable impact on the performance of the
Contractor’s obligations hereunder, and submitting reasonably satisfactory evidence
of the existence of the Relief Event;
5.2.2 exercise all reasonable endeavours to continue to perform its obligations hereunder;
5.2.3 expeditiously take or initiate action to correct or cure the Relief Event and periodically
submit reasonably satisfactory evidence that it is exercising all reasonable endeavours
to correct or cure the Relief Event (to the extent this is within its control);
5.2.4 exercise all reasonable endeavours to mitigate or limit damages to the other Parties
to the extent such action will not adversely affect its own interest; and
5.2.5 provide prompt notice to the other Parties of the cessation of the Relief Event.
6 PERFORMANCE SECURITY
6.1 The [Contractor] shall, prior to the Assignor issuing the Commissioning Certificate in respect
to the Interconnection Facilities, obtain and maintain (at its cost) a Performance Security for
proper performance of its obligations under this Deed and issued in favour of the Assignee in
the amount equivalent to fifteen percent (15%) of the Interconnection Facilities Price. The
Assignor shall assess and state the final value of the Interconnection Facilities Price in the
Commissioning Certificate.
6.2 The Performance Security shall be issued and maintained at all times by a first-class local bank
acceptable to Assignee and whose long-term debt has a minimum rating of A- from Standard
& Poor’s or Fitch or A3 from Moody’s, and shall be in the form set out in Schedule 1 (Form of
Performance Security) or in another form approved by Assignee.
6.3 If:
6.3.1 any issuing bank subsequently:

(a) falls below any of the foregoing required credit ratings; or
(b) is unable to pay its debts, is liable to be wound up by a court of competent
jurisdiction, enters into a composition or arrangement with its creditors or
moratorium is declared in respect of any of its indebtedness, goes into
liquidation or is subject to an administration order or if an administrator,
administrative receiver or receiver is appointed over the whole or a substantial
part of the property, assets or undertaking of the bank, or any equivalent or
analogous event occurs,
6.3.2 the Performance Security becomes invalid or unenforceable for any reason,
(in each case a Credit Downgrade Event),
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the Contractor shall, promptly and in any event within twenty (20) days following it becoming
aware of the Credit Downgrade Event, deliver to the Assignee a duly executed replacement
Performance Security that meets the requirements of this Deed.
6.4 The Assignee shall release the Performance Security when the Defects Notification Period has
expired in respect of the Warranty which relates to the Interconnection Facilities (other than
the Civil Works).
6.5 The Assignee shall be on-demand basis entitled to draw the full or part of the outstanding
amount of the Performance Security:
6.5.1 at any time if Contractor has failed to observe or perform any of the terms, conditions
or provisions of this Deed, provided that Contractor has been provided with written
notice of such default;
6.5.2 on the scheduled expiration of such Performance Security if on such date the Assignee
is not yet obliged under this Deed to release such Performance Security but the
Contractor has not provided a replacement Performance Security conforming to the
terms of this Deed; or
6.5.3 on or after the occurrence of the Contractor’s Insolvency.
6.6 The Assignee shall indemnify and hold the Contractor harmless against and from all damages,
losses and expenses resulting from a claim under the Performance Security to the extent to
which the Assignee was not entitled to make the claim.
6.7 All costs associated with providing and maintaining the Performance Security shall be borne
by the Contractor.
7 CONTRACTORS REPRESENTATIVE
7.1 The Contractor shall appoint the Contractor’s Representative and shall give him all authority
necessary to act on the Contractor’s behalf under this Deed.
7.2 The Contractor shall not, without the prior consent of the Assignee, revoke the appointment
of the Contractor’s Representative or appoint a replacement.
8 REPRESENTATIONS AND WARRANTIES
8.1 The Assignor hereby warrants, represents and undertakes to each of the other Parties that:
8.1.1 it has the right, power and authority to enter into and perform its obligations under
this Deed;
8.1.2 this Deed constitutes obligations binding on it in accordance with its terms; and
8.1.3 no approval, waiver, registration, consultation or notification is required to be

obtained or made by the Assignor in connection with the execution, performance or
enforceability of this Deed.
8.2 The Assignee hereby warrants, represents and undertakes to each of the other Parties that:
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8.2.1 it has the right, power, authority and capacity to enter into and perform its obligations
under this Deed;
8.2.3 no approval (save for the Assignee’s board approval), waiver, registration,
consultation or notification is required to be obtained or made by the Assignee in
connection with the execution, performance or enforceability of this Deed.
8.3 The Contractor hereby warrants, represents and undertakes to each of the other Parties that:
8.3.1 it has the right, power, authority and capacity to enter into and perform its obligations
under this Deed;
8.3.3 no approval, waiver, registration, consultation or notification is required to be

obtained or made by the Contractor in connection with the execution, performance
or enforceability of this Deed.
9 FURTHER ASSURANCES
Each Party shall, and shall use all reasonable endeavours to procure that any necessary third
party shall, execute and deliver such documents and perform such acts as may reasonably be
required to give full effect to this Deed.
10 NOTICES
10.1 Any notice required or permitted to be given by or under this Deed may be given by delivering
it to the Party in question in person or by sending it in a pre-paid envelope by registered post
to the Party concerned at its address shown in this Deed or such other address as may be
notified to the other Parties in accordance with Sub-clause 10.2 and any such notice shall be
deemed served in the case of personal service at the time of delivery to the Party concerned
and in any other case, seven (7) days (inclusive of the date of posting) after the date on which
it is put in the post and in proving such service it shall be sufficient to prove that the notice
was properly addressed and posted by registered post.
10.2 Any Party may notify a change of address to the other Parties in writing provided that such
notice is provided no later than thirty (30) days prior to the change of address taking effect.
11 GOVERNING LAW AND LANGUAGE
This Deed shall be governed by and construed in all respects in accordance with the laws of
Kenya. The language of the Deed and all correspondence, communications and documents
submitted shall be English.
12 GENERAL
12.1 No failure to exercise and no delay in exercising on the part of a Party any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any right, power or privilege preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.
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12.2 Each of the provisions of this Deed is severable and distinct from the others and if any one or
more of these provisions is or becomes invalid, illegal or unenforceable the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired.
12.3 No amendment to this Deed shall be effectual or binding on the Parties hereto unless it is in
writing and duly executed by the Parties hereto.
12.4 Each Party shall be responsible for and shall pay the legal fees and disbursements of their
respective advocates in connection with this Deed.
12.5 This Deed may be executed in any number of counterparts and by the Parties to it on separate
counterparts, each of which shall be an original, but all of which together shall constitute one
and the same instrument.
12.6 The benefits of this Deed shall endure for the benefit of the successors and assigns of each of
the Parties but the obligations of each Party under this Deed shall not be transferred to any
other person or be assignable except with the prior written consent of the other Parties (not
to be unreasonably withheld or delayed), provided that no such consent shall be required for
the assignment of this Deed or any or any benefits, interests, obligations or liabilities under it
by the Assignor to the Financing Parties.
12.7 Any remedy conferred on any Party for breach of this Deed shall be in addition to and without
prejudice to all other rights and remedies available to such Party and the exercise of or failure
to exercise any remedy shall not constitute a waiver by such Party of any of its other rights
and remedies.
12.8 This Deed and any agreement, document or instrument referred to herein integrate all the
terms and conditions mentioned herein or incidental hereto and supersede all previous
agreements whether written or oral between the Parties relating to its subject matter. Each
Party acknowledges that, in entering into this Deed, it has not relied on, and shall have no
right or remedy in respect of, any statement, representation, assurance or warranty (whether
made negligently or innocently) other than as expressly set out in this Deed. Nothing in this
clause shall limit or exclude any liability for fraud.
13 EXCLUSION OF THIRD-PARTY RIGHTS

Nothing in this Deed is intended to confer any benefit on any person who is not a Party to this
Deed nor does it create any right enforceable by any person who is not a Party to it.
14 DISPUTE RESOLUTION
14.1 Any dispute arising from or in connection with this Deed, its validity, the Parties’ rights and/or
obligations thereunder or its termination (a “Dispute”) shall, to the fullest extent possible, be
settled amicably by mutual agreement of the Parties and such agreement shall be confirmed
in writing signed by both Parties.
14.2 Any dispute arising from or in connection with this Deed, its validity, the Parties’ rights and/or
obligations thereunder or its termination, and which is not settled in accordance with Clause
14.1 above within thirty (30) days of notification of such dispute by one Party to the other
shall be finally resolved in accordance with the Rules of Conciliation and Arbitration of the
International Chamber of Commerce (as may be amended from time to time) (the Rules) in
accordance with the said Rules which Rues are deemed to be incorporated by reference to
this clause 14.2 it is hereby agreed that:
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14.2.1 The seat of the arbitration shall be London, England;
14.2.2 There shall be three (3) arbitrators;
14.2.3 The language of arbitration shall be English;
14.2.4 The award rendered shall apportion the costs of the arbitration;
14.2.5 The award shall be in writing and shall set forth in reasonable detail the facts of the
Dispute and the reasons for the tribunal’s decision; and
14.2.6 The award in such arbitration shall, in the absence of fraud, manifest error or mistake,
be final and binding upon the Parties and judgment thereon may be entered in any
court having jurisdiction for its enforcement; and the Parties renounce ant right of
appeal from the decision of the tribunal in so far as such renunciation can validly be
made.
14.3 If any Dispute arising out of or in connection with this Deed raises issues which are
substantially the same as or in connection with other Project Agreements (a Related Project
Dispute) then notwithstanding that arbitrators may have been agreed or appointed under this
Deed, any Party may, by written notice to the other Party and the arbitrators who have been
agreed or appointed hereunder, require that the Dispute be referred to and finally settled by
the arbitral tribunal appointed under the other Project Agreements provided that the
arbitration in respect of the Related Project Dispute is an arbitration under the Rules (or any
other rules reasonably satisfactory to the Buyer) and Clause 14.2 apply and the arbitral
tribunal appointed under the other Project Agreements, has the necessary expertise and is
otherwise qualified to arbitrate the Dispute arising out of or in connection with this Deed.
14.4 Each Party will appoint an arbitrator within thirty (30) days of the date of the request to
initiate arbitration who will then jointly appoint a third arbitrator within thirty (30) days of the
appointment of the second arbitrator to act as chairman of the tribunal. No arbitrator shall
have any existing or prior relationship with any Party. Arbitrators not appointed within the
time limits set forth in the preceding sentence shall be appointed by the International Court
of Arbitration (as defined in the Rules). Any provisions of the Rules relating to the nationality
of the arbitrators shall not apply.
14.5 If there is a conflict between this Deed and the Rules, this Deed shall prevail.
15 JOINT AND SEVERAL LIABILITY

The Contractor, its sub-contractors, assigns and/or agents shall be jointly and severally liable
to the Assignee for the performance of and discharge of all liabilities and obligations of the
Contractor arising under or in connection with this Deed.
IN WITNESS WHEREOF this Deed has been duly executed as a deed by or on behalf of the Parties hereof
as of the day and year first above written.
133
Executed as a DEED by affixing the common )

seal of )
MALINDI SOLAR GROUP LIMITED )
(the Assignor) )
In the presence of: )
)
Director )
)
)
)
Director/Company Secretary )
Executed as a DEED by affixing the common )

seal of )
THE KENYA POWER AND LIGHTING )
COMPANY LIMITED )
(the Assignee) )
)
Managing Director & CEO )
)
)
)
General Manager, Corporate Affairs & )
Company Secretary )
Executed as a DEED by )
......................................................................... )
Duly authorised for and on behalf of )
[●] )
)
(the Contractor) )
)
)
)
)
)
)
)
)
)
134
SCHEDULE 1
FORM OF PERFORMANCE SECURITY
[Note: Form of performance security to be provided under separate cover]
135
SCHEDULE [●]
FORM OF PERFORMANCE SECURITY
[To be typed on headed paper of issuing bank12]
The General Manager, Corporate Affairs & Company Secretary

The Kenya Power and Lighting Company Limited
PO Box 30099-00100
Nairobi,Kenya
Dear Sirs,
RE: PERFORMANCE BOND FOR [●] ISSUED ON BEHALF OF [●]
Our Ref: [●]
WHEREAS [●] a company incorporated with limited liability under the laws of Kenya with company
registration number [●], its registered office at [●], P.O Box [●], Nairobi, Kenya has undertaken to
finance, construct and operate a [●] MW Wind Farm for the delivery and sale of electric capacity and
energy to the Kenya Power and Lighting Company Limited (“KPLC”) (hereinafter called the “Contract
Works”) under the Power Purchase Agreement (hereinafter called “PPA”) dated [●].
AND WHEREAS, it has been stipulated under Clause [●] (Construction Security) of the PPA that [●]
shall furnish you with a performance bond issued by an internationally recognised bank for the sum
specified herein as security for compliance with [●]’s performance obligation in accordance with the
PPA.
AND WHEREAS, by instruction of our client, [●] with registered office at [●] on behalf of [●] Limited
(the “Applicant”), we have agreed to provide this Performance Bond for your benefit.
THEREFORE, we [●], of P.o. Box [●] Nairobi whose registered office is located at [●] Nairobi, Kenya
hereby confirm that we are responsible to pay to you, on behalf of the Applicant, up to a maximum
total aggregate amount of US$[●] ([●]United States Dollars) (the “Maximum Amount”) payable by
means of one or several demands in accordance with the terms of this Performance Bond.
We irrevocably and unconditionally undertake to pay on demand, without cavil or argument, as a

primary obligor, within fifteen(15) Business Days of receipt of your written demand substantially in
the form of the Appendix attached hereto, signed on behalf of KPLC by the company secretary and
stating the sum specified therein up to the Maximum Amount. A demand under this Performance
Bond must be received by us by no later than 3.00PM on [●] (the “Expiry Date”).
12 Drafting note: Insert details of the bank
136
All demands or notices in connection with this Performance Bond shall be received at the counters of
[●], Nairobi Kenya .
This Performance Bond sets forth the terms and conditions of our undertaking and such undertaking
shall not in any way be modified, amended or amplified by reference to any document, instrument,
contract or agreement referred to herein or to which this Performance Bond relates and any such
reference to any document, instrument, contract or agreement shall not be deemed to be
incorporated herein by reference.
We further agree that no change or addition to or other modification of the terms of the Contract
Works to be performed thereunder or of any of the contract documents which may be made between
you and [●] Limited shall in any way release us from any liability under this Performance Bond and we
hereby waive notice of any such change, addition or modification. In the case of any claim under this
Performance Bond, proceeds shall be payable to KPLC to the account, details of which are set out in
the demand.
We agree that all our charges related to the issuance of this Performance Bond (including but not
limited to, the negotiation, payment, extension or transfer hereof) shall be borne by the Applicant,
and that payments made by us under this Performance Bond will be paid in full, up to the Maximum
Amount, without set-off or counterclaim and free and clear from and without deduction or
withholding of any kind to your account set out in the demand.
Subject to the provisions herein, this Performance Bond will automatically terminate on the earliest
to occur of:
(i) the date on which we have honoured demands up to the aggregate total amount of the
guarantee; or
(ii) DDMMYYYY (the “Expiry Date”).
Upon expiry, this Performance Bond becomes null and void whether the original is returned to us for
cancellation or not.
This Performance Bond is personal to yourselves and not transferable or assignable.
This Performance Bond shall be subject to the Uniform Rules for Demand Guarantees, published as
number 758 by the International Chamber of Commerce (“URDG 758”).
Yours faithfully
_________________________
Authorised signatory
137
SCHEDULE 2
TECHNICAL SPECIFICATIONS FOR THE INTERCONNECTION FACILITIES
[Note: to be provided under separate cover]
SCHEDULE 3
THE SITE
138
SCHEDULE 30
DAYWORK SCHEDULE
S.no Staff Total USD/monthly (8 hour working for

22 business days every month)
1 Project Manager 8,500.00
2 Construction Manager 7,300.00
3 HV Project In charge 6,800.00
4 QA/QC Inspector 3,500.00
5 HSE Manager 4,000.00
7 Civil Design Engineer 2,500.00
8 Electrical Design Engineer 2,500.00
9 I&C Engineer 2,500.00
12 Civil & Mechanical 2,500.00

Superintendent
13 Electrical (LV & MV) 2,500.00

Superintendent
14 Electrical (LV & MV) 2,500.00

Supervisors
139
SCHEDULE 31
DESIGNATION OF THE INTERCONNECTION FACILITIES AND REQUIREMENTS
Part A
1. Relevant requirements stated in the Kenya Grid Code shall be applicable, subject to any
derogations agreed by the Energy Regulatory Commission in accordance with Clause 2.4.1(f)
of the PPA;
2. Frequency range: 45-52 Hz;
3. Total Harmonic Distortion due to current (THDi) below 3% at 100% of nominal power
generation;
4. Total Harmonic Distortion due to voltage (THDv) will depend on the behaviour of the Buyer’s
System (the Contractor shall ensure that the inverters will comply with IEC 61000-3-4 at their
output);
5. After a blackout in which no element of the Interconnection Facilities is affected, the Plant
shall be able to reconnect to the Buyer’s System on a period comprised between 30s and 300s,
provided that sufficient irradiance is available and no fault has occurred in the Plant;
6. The delivery voltage at the Point of Supply shall be 220kV ±5%;
7. Special Requirements and Conditions: as set forth in Part B below;
The operating Power Factor of the Plant at the Delivery Point (Point of Supply): the Plant will be capable
of operating at a power factor between 0.95 lagging/leading to 1.00, and the Contractor shall operate
the Plant at a power factor between ± 0.95 at the Delivery Point, subject to response time of control
equipment to transient conditions on the Buyer’s System.
Part B:
This Schedule 31 (Part B) includes (i) a description of the Interconnection Works (defined below); (ii)
a description of the technical specifications in respect of the Interconnection Facilities; and (iii) the
procedures relating to the design, supply, construction, testing and commissioning of the
Interconnection Works and transfer of the Interconnection Facilities to the Buyer.
The Contractor is responsible for the design, supply, construction, testing and commissioning as well
as transfer of the Interconnection Works.
1. DESCRIPTION OF THE INTERCONNECTION WORKS
The Interconnection Works are composed of the Seller Interconnection Facilities and the
Interconnection Facilities (including, protective equipment required in respect thereof),
described as follows:
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1.1. Interconnection Facilities
The Interconnection Facilities shall include the following facilities and equipment:
(a) Loop-In-Loop-Out overhead line connection to existing 220kV Rabai-Malindi line

including new towers and OPGW.
(b) 220kV switchyard and switchgear comprising of:
• Two (2) Over Head Lines (OHL) bays;
• Two (2) transformers bays, each for a 220/33 kV, 25 MVA power transformer;
• One (1) bus coupler bay;
• Busbar space for two (2) future transformer bays; and
• Busbar space for one (1) OHL bay.
(c) The 220kV electrical facilities which include the earthing, 220kV disconnectors,
earthing switches, VTs and CTs, surge arrestors, protection system and ancillary
structures, plant and items such as diesel generator.
(d) A dedicated control building from where the Buyer can operate the Interconnection
Facilities.
(e) The Buyer’s SCADA System and associated cables and control room.
(f) The Backup Metering Equipment and associated room.
(g) All other required infrastructure including but not limited to fencing, gates, roads,
parking, laydown areas, welfare facilities and gate house.
The Interconnection Facilities are further described in Schedule 1 – Specification and shown
and delineated in the single line diagram in Annex 1, of the Employer’s Requirements and in
the substation layout in [Annex 1 of the Employer’s Requirements.
1.2. Seller Interconnection Facilities
The Seller Interconnection Facilities shall include the following facilities and equipment:
(a) Employer’s main control building comprising of:
• 33kV switchgear room;
• AC/DC Auxiliary supply room;
• Metering room
• Telecommunication room; and
• Building auxiliaries.
141
(b) New SCADA system.
(c) Diesel generator.
(d) 33/220kV step-up transformers.
(e) Main Metering Equipment.
The Seller Interconnection Facilities are further described in Schedule 1 – Specification and
shown and delineated in the single line diagram at Annex 1, of Schedule 2 (Single Line Diagram).
1.3. Interconnection Point and Delivery Point
The Interconnection Point is shown on the single line at Annex 1, of Schedule 31 (Single Line
Diagram). The boundary limit between Seller Interconnection Facilities and the
Interconnection Facilities will be at the Delivery Point.
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2. DESIGN OF THE INTERCONNECTION WORKS
2.1. Design of the Interconnection Works
In respect of the design of the Interconnection Works:
(a) the Buyer shall provide, within twenty-one (21) days of request from the Employer,
all information and assistance to the Employer, in respect of the design of the
Interconnection Works, as the Employer may reasonably request; and
(b) the Contractor shall submit the design specifications of the Interconnection Works
for review and comments by the Buyer (the “Design Specifications”). The Buyer shall
have fourteen (14) days to respond indicating any comments on the design of the
Interconnection Facilities (and in making such comments the Buyer shall incorporate
any comments to the Design Specifications from KETRACO, it being agreed by the
Buyer and the Employer that the Buyer shall be responsible for managing the relevant
interface with KETRACO to ensure that the Design Specifications are acceptable to
both the Buyer and KETRACO). The Contractor shall have regard to any comments
received from the Buyer in revising the Design Specifications and shall respond to the
Buyer’s comments within fourteen (14) days of receipt. If the Buyer fails to respond
within the initial fourteen (14) day period, and the Independent Engineer has
confirmed that: (i) the Design Specifications comply with Legal Requirements; (ii) the
provisions of the PPA and; (ii) the applicable provisions of the Grid Code (as in force
on the Signature Date), the Buyer shall be deemed to have no further objection to
the Design Specifications.
(c) Paragraph 2.1 (Design of the Interconnection Works) shall come into full force and
effect on the Signature Date.
3. CONSTRUCTION OF THE INTERCONNECTION FACILITIES
The Contractor shall procure the construction of the Interconnection Facilities in accordance
with the standards and regulations set out in this Schedule 31 and the other provisions of this
Agreement (to the extent they are not contrary to any of the aforesaid provisions), unless
otherwise agreed in writing by the Buyer and Employer.
3.1. Timing
The Contractor shall complete the construction, testing and commissioning of the
Interconnection Facilities no later than the Required Interconnection Date as set out under
Clause 8.1 (g) (Interconnection Facilities).
3.2. Responsibility in respect of installation of protective equipment:
(a) Prior to commissioning of the Interconnection Facilities, the Contractor shall be

responsible, for the design, procurement, construction, commissioning and testing as
well as transfer of protective equipment in respect of the Interconnection Facilities
(as required in accordance of the Design Specifications).
(b) From the Transfer Date (as defined in paragraph 6.2 of this Schedule 31 (Part B)), the
Buyer shall be responsible for the operation, maintenance, replacement, upgrades to
and any installation of all protective equipment relating to the Interconnection
143
Facilities, and further shall be responsible for ensuring and procuring the connection
of the Plant to the Buyer’s System.
3.3. Reporting Requirements
During each month following the Effective Date until the Transfer Date, the Contractor shall
provide a report to the Buyer specifying the progress of the Interconnection Facilities
construction works, the expected date of completion and any such additional information as
the Buyer may reasonably request.
3.4. Permits
The Contractor shall be responsible for making all applications for and obtaining the applicable
Authorisations in connection with the Interconnection Works, unless otherwise specified in
Schedule 7 (Permits and Consents).
4. TESTING AND COMMISSIONING OF THE INTERCONNECTION FACILITIES
4.1. Testing and Commissioning Procedures
(a) Upon completion of the construction of the Interconnection Facilities, the Contractor
shall test and commission the Interconnection Facilities in accordance with testing
and commissioning procedures to be agreed between the Employer and Buyer in
accordance with this Schedule 31 (Part B) and Clause 8.1 (a) (Contractor’s
Obligations).
(b) The Contractor shall give the Buyer no less than twenty (20) days advance written
notice of any testing of the Interconnection Facilities, and the Employer as well as the
Buyer shall have been entitled to have a representative present during all such
testing. If the Buyer does not attend at the time and place specified in the
Contractor’s testing notice, the Contractor may proceed with the commissioning
tests and such commissioning tests shall be deemed to have been made in the Buyer’s
presence.
(c) Contractor shall provide detailed commissioning procedures, in respect of the testing
and commissioning of the Interconnection Facilities, no later than one hundred and
twenty (120) days prior to the commencement of the scheduled commissioning tests
in respect of the Interconnection Facilities and shall arrange for a physical meeting
between Buyer, Employer’s Representative and the Contractor and in order to
discuss the proposed commissioning procedures. The Contractor shall have due
regard to the comments made by the Buyer in revising the testing and commissioning
procedures and shall respond to the Buyer’s comments within thirty (30) days. If the
Buyer fails to respond within the initial thirty (30) day period, the Buyer shall be
deemed to have given no objections to the testing and commissioning procedures.
(d) If the Buyer fails to attend a commissioning test which complies with the
requirements of this Clause 4 of this Schedule 31 (Part B), the Buyer shall be deemed
to have accepted any readings measured during that commissioning test as accurate.
(e) The Buyer will be responsible for the availability of the Buyer’s System to allow the
Contractor to perform the required commissioning tests. In this regard, the Buyer
undertakes to authorise or procure connection of the Interconnection Facilities to the
144
Buyer’s System, to provide the required load for testing and commissioning and/or
to issue Despatch Instructions and the Buyer will ensure that there is no Buyer System
Interruption subsisting which prevents the testing and commissioning of the
Interconnection Facilities.
(f) It is acknowledged that pursuant to the provisions of Appendix C, Part (B)

(Designation of the Interconnection Facilities and Requirements) the Buyer shall grant
the Employer and/or any of the Employer’s relevant agents, contractors and/or
representatives access to any premises or land owned by the Buyer for the purposes
of testing and commissioning the Interconnection Facilities.
5. TRANSFER OF THE INTERCONNECTION FACILITIES TO THE BUYER
5.1. Immediately upon the completion and commissioning of the Interconnection Facilities, the
Independent Engineer shall issue, or the Contractor shall procure the issue of, a certificate of
completion to the Buyer in respect of the Interconnection Facilities (the “Interconnection
Certificate”).
5.2. Immediately upon issuance of the Interconnection Certificate, the Contractor shall transfer
operational control of the Interconnection Facilities to the Buyer together with full title and
risk, including all related equipment warranties, to the Interconnection Facilities to the Buyer
(the “Transfer Date”).13
5.3. On the Transfer Date, title to and risk in respect of the Interconnection Facilities (but
excluding any underlying land rights or rights of way in relation thereto) shall transfer to the
Buyer, free from any liens and other encumbrances, whereupon the Buyer shall have sole
responsibility for the insurance, security, operation and maintenance of the Interconnection
Facilities. Within ninety (90) days of the Transfer Date, the Contractor shall work with the
Employer to procure the transfer of all underlying land rights and/or rights of way (other than
the Easements) in respect of the Interconnection Facilities to the Buyer.
5.4. The Parties acknowledge that the Seller Interconnection Facilities shall continue to be owned,
operated and maintained by the Employer in accordance with the terms of the PPA.
5.5. Within ninety (90) days of the Transfer Date the Contractor shall provide the Buyer with (i)
the final as-built drawings and (ii) the final operation and maintenance manuals, relating to
the Interconnection Facilities.
6. MEANS OF COMMUNICATION
Within one hundred and twenty (120) days prior to commissioning of the Interconnection
Facilities, the Contractor shall establish a communications protocol for all communications
including protection, SCADA and metering communication requirements.
13 Drafting note: The Tripartite Agreement to be aligned with this schedule (which mirrors the Deed of Variation).
145
7. SYSTEM OPERATIONS
The Buyer will be responsible for operating the Buyer’s System throughout the project. The
Buyer will be responsible for operating the Interconnection Facilities after the Transfer Date.
The Contractor shall fully cooperate with the Employer and the Buyer and be responsible for
the Interconnection Facilities up to the Transfer Date (including Commissioning Test).
8. CONTROL AND PROTECTION SETTINGS
Each party shall be responsible for protecting its own equipment and systems, and the
installation, operation and maintenance of such equipment and system. Further, each Party
shall verify the correct operation of protection devices in line with the Kenya Grid Code,
industry best practice and Legal Requirements.
9. SAFETY RULES AND PROCEDURES
The Contractor shall ensure that its safety procedures are compatible and aligned with those
of the Buyer and the Employer.
10. INFORMATION
The Parties and the Buyer shall exchange information of common interest related to the power
systems and equipment of the Interconnection Works on an ongoing basis.
11. ACCESS
If the Buyer requires access to any part of the Site to perform its obligations or exercise its
rights under this Agreement, the Contractor shall reasonably provide such access informing
the Employer of such request in advance.
146
Annex 1
147
Annex 2: Substation Layout
148
Annex 3: Standards and Regulations
The Interconnection Facilities must be designed, built and tested according to international standards,
to applicable Kenyan standards, as well as to specific standards of the local electric company, including
but not limited to:
(a) Safety Regulation of Transformer, Delivery Stations and Substations;
(b) Safety Regulation of Installation of Electric Energy Usage;
(c) Safety Regulation of Collective installations of Buildings and Halls;
(d) Local distributor standards applicable to the equipment included in this project;
(e) Determinations from the company responsible for the supply of electric energy, [to be
provided in accordance with this Schedule 31 (Part B)];
(f) Technical recommendations from the IEC and other regulations applicable to the equipment
included in this project;
(g) EN 50178: Electronic equipment for use in power installations;
(h) IEC 60044-1 : Instrument Transformer (current transformer) ;
(i) IEC 60044-2: Inductive voltage transformers;
(j) IEC 60076: Power Transformers (all the applicable parts);
(k) IEC 60071: Insulation co-ordination.
(l) IEC 60099 – Surge Arresters
(m) IEC 62271-100/200: HV Switchgear and Control gear devices;
(n) IEC 60439: Low-voltage switchgear and control gear assemblies;
(o) IEC 61000-6-2: Generic standards – Electromagnetic compatibility Immunity for industrial
environments;
(p) IEC 61000-6-3: Generic standards – Electromagnetic compatibility Emission standard for
residential, commercial and light-industrial environments;
(q) IEC 60255: Measuring relays and protection equipment;
(r) IEC 61140: Protection against electrical shock – Common aspects for installation and
equipment.
(s) IEC 60623: Secondary cells and batteries containing alkaline or other non-acid electrolytes –
Vented nickel-cadmium prismatic rechargeable single cells.
(t) IEC 60896: Stationary lead-acid batteries.
(u) IEC 60909: Short-circuit currents in three-phase A.C. systems.
149
(v) IEC 62271: High-voltage switchgear and control gear.
(w) IEC 62305: Protection against lightning.
(x) In case fibre optic is included:
(i) IEC 61073 – ‘Splices for optical fibres and cables’.
(A) Part 1: Generic specification, hardware and accessories;
(B) Part 3: Sectional specification fusion splices for optical fibres and cables;
(ii) IEC 60794 – ‘Optical fibre cables’;
(iii) IEC 61300 – ‘Fibre optic interconnecting devices and passive components’;
(iv) IEC 60870-2-1 – ‘Telecontrol Equipment and Systems’
(a) Part 2: Operating Conditions Section 1: Power Supply and Electromagnetic

Compatibility’; (v) IEC 62305:2013 SER Protection against lightning;
(b) LV switchgear shall comply with IEC 60947-2:2016 - Low-voltage switchgear

and control gear Part 2: Circuit-breakers;
(c) Breakers shall comply with IEC 60364 – Low-voltage electrical installations
(d) Power transformers shall comply with
a. IEC 60076-1:2011 - Power transformers; and
b. EN European Standards
150

18.10.18 - Malindi - EPC - Schedule - MASTER VERSION - 4

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18.10.18 - Malindi - EPC - Schedule - MASTER VERSION - 4

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Malindi Draft: 18 October 2018

Part A - Employer’s Requirements

Part B – Contractor’s Proposals

1.1 Purpose and Scope of Work

This Schedule consists of the following:

Part A – Facility Commercial Operations Testing

Part B - Employers Tests

Part C – Interconnection Works Tests

The purpose of the testing described in this Schedule is to:

The Contractor shall:

FACILITY COMMERCIAL OPERATIONS TESTING PROCEDURES

1.1 Requirements of PPA Appendix H (1)

1.1.1 Pre-Energization Acceptance Test

1.1.2 Pre-Commissioning and Commissioning of Each Unit

1.1.3 Commissioning of the Buyer’s Interconnection Facilities

1.1.4 Commissioning of the SCADA System

1.1.5 [Test to be completed as part of the Commissioning of each Unit]

 Test equipment and external variables;

 Dates, times, names of personnel.

1.1.6 Plant Commercial Operations Tests

a) Reactive capability of Plant and Units;

b) Autonomous Power Factor Adjustment; and

c) Start-Up Power Ramp-Up Rates.

a) Reactive capability test of the Plant and Units

b) Autonomous Power Factor Adjustment.

c) Start-Up Power Ramp-Up Rates

1.2 Requirements of PPA Appendix H(2)

 All wire insulation testing―Megger testing or very low frequency testing

EMPLOYER’S TEST AND COMMISSIONING REQUIREMENTS

 Part B1 - Pre-Commissioning Tests

1.3 General Requirements

1.3.1 Data to be provided by Contractor

1.3.2 Certification by Contractor of Test results

 Rated system capacity (DC and AC),

1.3.3 Acceptance by Employer of Test results

1.3.4 Repeat Performance of Tests

1.3.5 Dispute Resolution

1.3.6 Safety during Testing

Part B1 – Pre-Commissioning Tests

1.4 Factory Acceptance Tests (FATs)

The Contractor shall propose suitable FATs for:

1. An introduction to the suppliers:

1. Identity of component tested (type / design reference number);

1.5 Facility DC Capacity Calculation

1.5.1 Visual Inspection

The scope of the visual inspection is of each component of the Facility:

 The component has been installed properly;

 Labels and markings

Part B2 - Commissioning Tests

1.5.2 Functional Tests

As part of this set of functional tests the following shall be completed.

1.5.2.1 I-V Curve Tracing

 Voltage ranges: 100, 200, 500 up to 1000 V

Additional parameter to be measured: Irradiation on a photovoltaic string representing the tested

1.5.2.2 Open Circuit Voltage Test

All strings shall be tested.

The measured 𝑉𝑜𝑐 shall satisfy the following condition:

95% of 𝑉𝑜𝑐_𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑 ≤ 𝑉𝑜𝑐 ≤ 105% of 𝑉𝑜𝑐_𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑

𝑉𝑜𝑐_𝑒𝑥𝑝𝑒𝑐𝑡𝑒𝑑 = 𝑁 ∙ 𝑉𝑜𝑐_𝑟𝑒𝑓 [1 + 𝛽(𝑇𝑚𝑜𝑑 − 𝑇𝑚𝑜𝑑_𝑟𝑒𝑓 )]

𝑁 is the number of the modules which compose each tested string

𝛽 is the temperature coefficient of Voc supplied by the module supplier in the

𝑇𝑚𝑜𝑑 is the temperature recorded on the photovoltaic module representing the

𝑇𝑚𝑜𝑑_𝑟𝑒𝑓 is the module back-sheet temperature at reference conditions (typically