Speaker 2 | 00:39
I winter time more.
Speaker 3 | 00:49
We don't know how many people from your side will be joining.
Fabian Velez | 00:58
You will always be a toyer.
Speaker 4 | 01:14
I looks like you're die. You know you said there's no... It looks like you... [Laughter].
Speaker 2 | 01:24
Nice. How hard do you run? [Laughter] You have to do that you can... [Laughter] Yeah, that's motivation. [Laughter] I don't want to get that. I just want to eat whatever I want.
Speaker 4 | 01:40
That's [Laughter] Run a few miles. But how do you get to run.
Speaker 2 | 01:44
As five.
Speaker 4 | 01:48
Dedication.
Speaker 2 | 01:49
But you.
Speaker 4 | 01:51
Yeah, not that much.
Speaker 2 | 01:53
I.
Speaker 5 | 01:54
If you gainway if you he.
Fabian Velez | 02:00
The. The brother.
Speaker 2 | 02:04
It's a good problem.
Speaker 5 | 02:08
But it's still a problem.
Fabian Velez | 02:27
By the way. Why? Of. The.
Speaker 2 | 02:45
I didn't my cig i' your testimony a delight.
Speaker 4 | 02:54
Don't worry about it. There was I liked how they like eat eggs and stuff and the s [Laughter].
Fabian Velez | 03:06
Are. Re?
Speaker 4 | 03:26
It's like have you ever had Turkish food before? So I want.
Speaker 2 | 03:31
To go to Turkey. I haven't [Laughter] has to be maybe.
Get.
She couldn't leave her house today. But he's gonna be online okay not there yet. Morning Nordon.
Speaker 6 | 04:13
Good morning. Hello Denise.
Speaker 3 | 04:19
My face is blocking everyone.
Fabian Velez | 04:28
Good by. Are the.
Speaker 2 | 04:29
I'm sorry.
Speaker 3 | 04:32
I. Water. [Laughter].
Speaker 2 | 04:39
They see it and...
One the one.
Speaker 4 | 05:26
Diagrams yeah, and it's good resolution. Yeah, I share.
Speaker 2 | 05:34
It share a little color, great. All right.
Speaker 4 | 05:36
Awesome that's fantastic. Thank you. Yeah, we have received those. I thought you were saying one line. Usually, when I'm thinking of a one-liner, it's like a long word. My background's totally over my head.
Speaker 2 | 05:54
I'm still missing this one. Yeah, getting other reports that they're giving back. Well, they haven't submitted medical medical.
Speaker 4 | 06:02
Yeah, we met last Wednesday, and he said it was an hour and a half.
Speaker 2 | 06:10
So they're gonna send.
Speaker 4 | 06:16
Yeah, whenever you get this out.
Speaker 2 | 06:20
It's the same folder. I just let you know.
Speaker 4 | 06:22
Pen and just send a passage on the.
Speaker 2 | 06:27
It's just easier that to.
Speaker 4 | 06:28
If you didn't do it that way, and I think the rates it makes. So, with Apolog, do you mind?
Speaker 3 | 06:37
Yes.
There is an explanation for this. They don't talk on the glass or separate or something like that. If you check for... If you want to still... Mind it, but I was not to cars everything on
then, now Jason's going correct.
Speaker 4 | 08:13
You to correct you traveling at all during the holidays.
Speaker 3 | 08:17
Aing.
Speaker 2 | 08:19
A if I can on the very first I'm leaving I'm actually. Okay I'm leaving actually I'm gonna spend new year plan no way I'm just we found really cheap tickets to Spain.
Speaker 4 | 08:35
Nice, that's awesome. So we're in Spain.
Speaker 3 | 08:38
So we're going to go all over.
Speaker 2 | 08:40
We're going to see the parade and go skiing. I did that once, but it was awesome. Yeah. You've been dying to go see this. Beautiful. We might just.
Speaker 4 | 09:28
Like tickets and everything, [Laughter] but I think that sounds like a lot of fun. I was gonna say I came in last night and the lights and everything go all over the place. Lay.
Speaker 2 | 09:44
The government is supposed to open.
Speaker 4 | 09:46
This Thursday. So.
Speaker 2 | 09:49
So love things something I'm love.
Speaker 4 | 09:56
Yeah, they haven't. I mean, they haven't had the reductions to the FA like they had this week. This one's a really big one.
Speaker 2 | 10:03
I think that's what.
Speaker 4 | 10:04
Hi it's over. Yeah, they're like everyone's... I mean, we can't go into Thanksgiving without having no flights and everything and all the cancelations, having nobody. Yeah.
Speaker 2 | 10:14
And think that incentive that he's trying to do for $10,000, but there's no nobody. I haven't been anywhere. Any clarification on it? Kind of a cy guilt start to ey.
Speaker 4 | 10:29
Everybody's like.
Speaker 2 | 10:31
Nobody's buying in, case he's buying.
Speaker 4 | 10:34
Anywhere's dollars crazy just.
Speaker 2 | 10:44
But here around everywhere it's $400 that I [Laughter] here so yeah, thank God we have to. Do you get your Puerto Rico?
Speaker 4 | 11:03
Like, did you get the SAS? And stuff would be crazy.
Speaker 2 | 11:09
As replacing mar.
Networks. As it not s has to chart 15 or.
Speaker 5 | 12:09
Can I get that again?
Speaker 2 | 12:35
Everyone.
What.
Can I go back in my day? I won't change. I will give a beer.
Speaker 6 | 13:19
Okay elaina.
Speaker 5 | 13:35
For my const yeah, but I'll be the terminals, but if you need it done so implemented make more loops and look at it from that was.
Speaker 6 | 13:59
Okay you know commentary tario to and e content bra and a tele commentary. Okay, so okay. From Kang, the commentary of Previo hockey is hellod.
Fabian Velez | 14:18
Augmento.
Speaker 6 | 14:30
Federal C point being sun for procurement.
Fabian Velez | 14:36
Port. Port 1 for power up.
Speaker 5 | 14:37
Power [Laughter] not in.
Fabian Velez | 14:39
Okay. And last? Yeah.
Speaker 2 | 14:50
As.
Speaker 3 | 14:56
If this is the camera, is it okay if I move it so I don't block the entire video? Can I get
a better There?
Speaker 5 | 15:20
So yes, so Carlos emailed you the late version of the contract. Would you mind? I'm going to our... Okay, sure, you want me to upload it to our advocate. Yeah, you said the notion that thank you, yes, I will do that and yes, thank you.
Speaker 2 | 15:52
Before we get to the contract, I would like to bring something to your attention that I've been a reporter for some time now, but it continues to be anything because in this type of process, the advertiser services contently bring information directly to the born to us that and directly to correct.
So today, once again, we have to defend the issue whether there is any sanctions and leigations that would preclude you from signing contracts within the water. We already had research. We got some information regarding the company was expanding agents.
As to the race 3, the corporation. Whether at least the same as the other corporation that appears in this of sanctions. But we're going to be writing a letter today, and if there's anything else you can put against this because our intention is to move this way forward and to have it presented to the press as well as pop.
It's possible to say, but we need to present anything else that you can provide us.
Speaker 4 | 17:45
That one thing that might be helpful is that we jointly own a shipyard in the US now, so there's no issues. We own assets there. There's government contractor services that we gave them. Stop those things, this is lis.
Speaker 2 | 17:59
What is will.
Speaker 4 | 18:01
Gotthms and gots okay.
Speaker 2 | 18:04
Because the name of the corporation that came down, which means Black Sea, is the preparation. So yes, definitely. Because it appears that somehow it feels like a partner in the business.
Speaker 5 | 18:24
So I think that the bad luck is that there are many businesses in Turkey that are traveling.
Fabian Velez | 18:29
No.
Speaker 5 | 18:30
But this one, in their name, they say "She will.
Fabian Velez | 18:33
And.
Speaker 5 | 18:34
I think the confusion comes from that.
Fabian Velez | 18:35
Of.
Speaker 3 | 18:36
As. So just to be clear, we are not any sanctionable activities, any sanctions in the SDN specifically Designated National List of the US publishes. There is a company with a similar name for ours.
Speaker 2 | 19:03
Yes.
Speaker 3 | 19:03
And really, the similarity comes from this being a very common name in Turkey. Like how many Porsche cars did we have in Puerto Rico? That's how many cards families we have in.
Speaker 2 | 19:16
Okay. So, the most efficient way that we can think of to clarify the situation is that I imagine that there's a number that I was very near. So, if we have one compound with a similar name or register, Alberta is different to yours.
Speaker 5 | 19:41
Submitted our trade registration documents in the previous letter showing precisely that there are different. Do you have. And hay. I don't know if I have any there.
Speaker 2 | 20:04
And me clarify, you're not the other company that is under a similar attack. There's another company that has one of its principals who did a case in Florida. He supposedly assaulted a police officer and then assaulted the fighting of criminal charges and probate and all that.
But that type of criminal case does not retro in Puerto Rico to be a contractor. So we sort of bad at me. But still, we have to time that comes up, we have to search made and all that. So our intention is to move forward. I'm just sitting here telling you something.
That's not what we're gonna do. So what we need is to have all the information you can provide anything else that can help. So we can start.
Speaker 4 | 20:58
A lot of one of them.
Speaker 2 | 21:00
But I'm going to get information.
Speaker 4 | 21:03
But there is no.
Speaker 2 | 21:05
To have this one too.
[Laughter] Yeah, I think that's great research that. Okay, so you have the race here. Yes.
Speaker 3 | 21:32
This is the one sanctioned one, the sanctioned one with a similar name here is the this is a clear registry. Okay.
Speaker 2 | 21:42
Registry. That's great. Yeah.
Speaker 3 | 21:46
I don't know who our anniversaries are, but they. This is another company owned by the sanction bank entity. Again, the other company. And no, we don't have our registry numbers, so we have the sanctions register numbers. [Laughter].
Speaker 2 | 22:12
Are you LLaMA?
He did not know about the papers so I see and.
Speaker 3 | 22:51
We will find.
And Mr Carlos. So in Texas, the shipyard for the photos. We opened the up car at Texas LC just two or three weeks ago. We purchased the shipyard in like as the current INS buildings would be one building Texas. See.
And we are partnering towards bottoms and we are going to.
Speaker 5 | 23:36
And you can see there's probably a release by Citru. So we acquired the shipyard from Citru to Singapore and slave-owned company, expect. They made this public with the name we are in the photogra. The name is Star Power.
But essentially, so that you can have a look.
Speaker 4 | 23:56
At the business that's been done in the US with the American Power Solutions power, Powership, and so on. All these companies that appear to be businesses that work with US GAs. If anyone is going to know about anything, a BA of America is going to be the first to not do business with someone that has an issue. We were a BA of America. We had financing from Goldman Sachs. Goldman Sachs didn't finance a sanction, you know?
Speaker 2 | 24:20
So what, we're recommending you.
Speaker 4 | 24:22
Yeah. [Laughter] Yeah. No, I'm just making the explanation that it's so totally clear that we have all these different things that we do.
Speaker 2 | 24:32
And just want to stay clear of that news makes noise, I guess. We want to be as clear as possible. Obviously, that's what we recommend. As soon as the womentholic announcement and the voter has a press conference, she's going to be at...
So she must be in a position that the issue is right there.
Speaker 4 | 25:00
Yeah. Yeah, well.
Speaker 2 | 25:00
I mean, I think that might.
Speaker 4 | 25:02
I think that first of all, providing the documents that's reality is one thing and the other thing is the narrative. These guys do business in the US. Already, they're partnered with this. They like they have government got problems as a business.
That's done like you guys have. Sen our past performance is extensive government contracts with EHS. You name the organization. A lot of specialty groups throughout state governments. I mean, we have the access to these serious but the idea about that.
Speaker 3 | 25:29
Yeah, and just one more thing. That our first ever business was supplying electricity to the US Mint. That's how we got started in the power-less border of Turkey. We were being paid by the Federal Reserve.
Speaker 6 | 26:04
We have discussed.
Speaker 2 | 26:08
So you're the only company we have to deal with that it's not a dealer as company and tell you or you're not the food or the other they're the only ones that actually.
Speaker 5 | 26:32
No, I don't think they need.
Speaker 2 | 26:33
To.
Because sometimes they introduce you to a meeting so long because they're talking to the companies that we spent half an hour we went to discover. So I can go ahead with the contract or there's anything else you want to bring up before we.
Speaker 6 | 27:10
Yes, I did not get the draft, but there's one thing missing.
Fabian Velez | 27:12
I haven't received it.
Speaker 6 | 27:13
I'm still missing, I believe, the audited financial statements that I received a letter that they were being prepared.
We still need that, for it to be submitted on behalf of Gothams.
Speaker 4 | 27:29
Yeah, we submitted financials. We suggested that the log of financials would have done. Let me go ahead and check on those financials.
Speaker 6 | 27:41
You're the parties that are going to be signing the contract. We did receive the audited but well, we received a letter from Gothams saying that those were being prepared by the CPA. So that's the only thing missing that we need to have on this end before the execution of a contract.
Speaker 4 | 28:00
I think it serves... I'm not on.
Speaker 6 | 28:02
So that's the only I think on outstanding E issue, other than discussing the contracts that we have at hand, I have not received it. Let me verify. Once again you send it to m keynos @recomspr.net.
Fabian Velez | 28:22
Need need to be submitted to the power advocate. Okay.
Speaker 2 | 28:31
Maria, steer your own identity role so ID of and I ro out here.
Speaker 5 | 28:39
See.
Maria, I have not received that. Okay, I'll send it to you again. Thank you. Okay, it's a divers and you send back.
Speaker 2 | 29:14
The front.
Speaker 5 | 29:17
Sign.
Speaker 2 | 29:19
Only I should have as well.
Speaker 5 | 29:33
Maria to Fragi.
Speaker 6 | 29:45
Jo noresivilo. I have not received that but I think Fabian did. He just sent me something. Okay, here. Here I go. Here. I just uploaded it. You should have it any minute.
Fabian Velez | 30:05
The move forward. Marla.
Speaker 6 | 30:08
No, I haven't received it.
Fabian Velez | 30:09
Okay.
Speaker 6 | 30:11
Are you sure you put recomspr.net.com.
Speaker 5 | 30:19
Okay, I'll do it this way, then I did it to the power advocate. I got it.
Speaker 6 | 30:23
I got it from one second. Yeah. I just got it one second. [Laughter] 20 mi from the north. Okay, so here we go.
Speaker 2 | 30:55
That be it.
I don't know whether you are point we represented here mu the coms that we are recommending to the board of directors of AA 3 complex have been approved during years. And so it is me what directed to go forward is that won't be that we don't have to go back to the board of directors if we basicallyter into a contract that complies with all the.
Fabian Velez | 31:34
A correct ACA are point portfolio.
Speaker 2 | 31:53
Are you looking for one less EBSITE?
But now that that's still yeah, yes.
Speaker 3 | 32:10
I have some.
Speaker 2 | 32:14
That I ask if you got all the we're just waiting on the family get along say to what you think. But that was a person, okay? Say I like anything, say.
Speaker 5 | 32:37
But in this case, if we agree today... I'm sure it will. I think we agree that the contracts in there, even if the site is not allocated, this contract is approved and then made its SL drafting changes or renovation course. S and yes.
So I think that we can go ahead without waiting for assignment to delay.
Speaker 2 | 33:03
And you know that this contract is going to be on for... And from there, we'll really have a conversation with people that a, b, and they want to take a look at it. There's no... I don't know why they're doing that because there's strong issue as to any disputes on the part of the... But so you're going to be an agent.
But they're dealing with all the issues having to do with Infory.
Speaker 5 | 33:35
Okay, how long does it take in terms of that whole takes.
Speaker 2 | 33:41
I cannot vouch for the pre-a creature. But in terms of the a1b that follows, this will take... If you take...
Certainly don't have any issues assuming that the price is substantially lower than the plans for that to go around the... Yeah, everybody's concern is just the first book that they issue. Is that everything? Everybody is up.
But with all that, you will make a representation that you can in the permit set up every time. So, and since you are one of three companies that you a little molish and there's a situation that he got SLA back was an example that is to 30 more days or a few more days and affected.
Speaker 6 | 35:01
Okay, fantastic. Well, I think that what I am portraying is a contract that you will send. Okay, perfect. Would you like to go and discussing the comments.
Speaker 5 | 35:17
Sure. Do you want to take the lead or do you want me to do it? I don't have control of the screen.
Speaker 2 | 35:24
So if you tell us where you were.
Speaker 6 | 35:30
Would you like to have control of the screen?
Speaker 5 | 35:33
You know, it may beasier so that.
Speaker 6 | 35:36
Okay, that's for me. Me? Me is not only our engineer, but he's an IT [Laughter].
Speaker 2 | 35:48
Yeah. We're going to have to upload it here and present it from our.
Speaker 6 | 35:56
Just [Laughter] I'm putting the... I'm going to put the control here and I just put the contract on the chat.
Fabian Velez | 36:08
One.
Speaker 6 | 36:11
Yeah.
Speaker 2 | 36:11
I got it. Okay.
Speaker 6 | 36:15
Yes, so you want me to drive.
Speaker 2 | 36:22
Drive. [Laughter] Okay, we believe in you.
Speaker 6 | 36:28
Okay, well, let me... Okay, fine.
Speaker 2 | 36:30
I state that anybody brought water or coffee.
Speaker 3 | 36:33
Some water, mean.
Speaker 2 | 36:39
Cream and.
Speaker 6 | 36:47
A session. [Laughter] It's not.
Speaker 3 | 37:04
But I was just letting you know before we get started. I told this to already in the summer. The Goldman Republic had a big power shortage and because of a way that's happened and they ask what do for us? We already were operating there possibly were international tender. Three years ago, we had twelve power ships already operating in the department.
In the summer, in your emergency that called us, we were in a horrible situation. We are in an emergency. What's going to do for us? And by chance, we have one power ship. Power CI took the next part to the KUB. We signed the contract in two days and in seven days the power ship was there, generating electricity.
So it's just, right next door. We were able to do a very good approaches.
Speaker 2 | 38:10
And 50MB? They were still contemplating San Juan.
Speaker 4 | 38:20
I have to send us that information on the line diagrams and stuff. They're doing their studies on that. Okay. Lu Medicine.
Speaker 2 | 38:29
Have any conversations with anything?
Speaker 3 | 38:35
Any comments or advice about that?
Speaker 2 | 38:40
Well, right now we're in the middle of contract negotiations with them and you have any questions? I think it was March. Yesterday was very long, very contentious. So right now we have two clauses for the contract. The price. [Laughter] Right. With all of that, we are consisting in having a floating agreement or with no conditions.
So every time we see a draft of the contract, there's some foundation that those that that's one of the leases and the pass responsibility. So they want to capitalize. They have been in several occasions, they have. They've been able to deliver GAs at the contract. The portion of to pay for TIS including flex of the GAs and the price of the diesel. Or that we have to burn weapons.
So we're very near to that amount already to forty-five minutes. That's the cat work.
Speaker 3 | 40:20
I love what Serto Rico is going to.
Speaker 2 | 40:22
KY it's a very efficient player, yes, but you're negotiating a CR well, no, we're negotiating not having... Not having... Yeah, they say all contracts have a cap number but you are the hundred million dollar caper.
Speaker 5 | 40:48
But it's not a lot strictly, it's a cut in terms of the dividend that they have to pay, it's there for performance. So it's not strictly a liability cut, that's what I understand.
Speaker 2 | 41:02
And it teaches like a form year, they have become an in and it has encountered a lot of fronts with the most very. So they want that to be part of the fourth min because we have to follow the law.
But there's no need for something theories of sporting here. So it's not that you will know the regulations so that things can change so but hopefully we'll get there.
Speaker 6 | 41:48
I think we're ready. Maria Anne, would you like me to let you know how you would like to.
Speaker 5 | 41:55
You dr and then we discuss whatever points I think I would like to discuss. We discuss all of them. We are all yours and in your hands.
Speaker 6 | 42:05
Fantastic. Okay, well, if we go through the comments, the first issue was a non-issue. It's just the establishment of the definition of the currency rate. And this, the diesel meaning is not an issue here. You provided information whereas to specifics on your proposed solution. Breach of a failure to maintain power, as defined herein, you eliminated 95%.
But the 95% is defined on the document.
Speaker 2 | 42:40
Yeah, and I mean that change goes to make the document more clear. As long as you refine power reliability, then you have main preference to refund.
Speaker 5 | 42:51
So problems in the future.
Speaker 6 | 42:56
Yes, no problem with that, I believe. Okay, here we have the let me see the notes. Okay, so basically this is just to include Sen. Juan. Which will not be an issue. We can once we understand exactly what is going to be awarded fully to Gotham so we can incorporate the floor index price.
Okay. Maria, is this information provided in the definition just for information purposes or are we incorporating this information to verify the fluctuation of the pricing for a possible increase depending on the market?
Speaker 5 | 43:55
This definition here simply in order when we read the review the three months review clause to be able to give sense to what is the lower index price, which is the base price from where we are departing.
So we just wanted the contract to be not ambiguous in that sense. So that's why we've included the definition. But you will have the mechanism for the review in a separate clause. This is simply to define AD.
Speaker 6 | 44:27
Okay, here everything is in accordance with... Let's see what comment we have here. Okay, it goes back to here. LD natural GAs E web incorporate as well as San Juan power availability calculating a rolling annual basis. No problem with this review period.
Speaker 5 | 44:56
And the logic is absolutely the same. The logic is these are terms that they're going to be used when the later stage of the contract, different clauses of the ones defined here. So there are no ambiguities
and different meanings in the contract.
Speaker 6 | 45:14
Okay TTF here, no problem whatsoever with our availability.
Okay, here I have a comment from Mr. Juan Mendez. Juan Carlos Mendez, you have mentioned "use best efforts.
Speaker 5 | 45:47
Yeah, actively support the seller because of training and develop.
Speaker 2 | 45:54
We should use best efforts, which is a higher standard. We would like to make that change.
Speaker 6 | 46:05
Okay. Oswallo, sorry, something here as well. Do you think that Bre will commit to using higher standards in the purpose of support for obtaining the pyramids? I know that they have been very vocal in establishing that they will be supportive.
But do you understand that there is still an issue that arose because we substituted "actively" for using the word "use of best efforts.
Speaker 2 | 46:40
We being is you know... So the issue or for the contract and the execution on the contract. So we just wanted to make certain that Bre will support free support.
Speaker 5 | 47:02
There's no transfer of the responsibility weight up.
Speaker 2 | 47:15
Let me hears.
Speaker 5 | 47:18
My own. I think that's everyone's.
Speaker 2 | 47:23
I don't have a need to wait back.
Speaker 6 | 47:26
Yeah.
Speaker 2 | 47:27
The special change and they bring it up for some reason they won't get back to you. But I don't say that it should be a concern.
I actually think they should make the best.
Speaker 5 | 47:54
Is is in everyone's interest, and so is being on land as soon as possible.
Speaker 2 | 47:59
There's something supporting this out of everybody's hands.
Speaker 5 | 48:02
I know, but that's out of the.
Speaker 2 | 48:08
Actually we're going to be both in the execution of the contracts. So responsibly with the other contracts. So eventually, you could have any not.
Perfect, I'm I'ming.
Speaker 6 | 48:32
Heads up. Okay, let's move on. Operational maintenance, there's no issues with this here. Let's see.
Speaker 2 | 48:50
Yeah, we use a system operator as ma like, I think you say whatever it says. If a system operator, it should say.
Speaker 4 | 49:07
That we'll get back to you soon.
Speaker 2 | 49:09
Which is a defined
you want to leave it open in case something happened to Mia? Yeah, I would use.
Speaker 5 | 49:29
And Maria is coming in 2.3, a little bit in the third paragraph. You see, operational reports must be submitted to the BI Roma and any regulatory agency that has requested demonstrating adherence to technical, regulatory and contractual requirements. These reports shall include not limited...
I think it's a minimum. So here we just thought that for everyone, certainly it would be good to name which are the reports that are required so that we have certainty during the execution of the contract.
Speaker 2 | 50:10
I am mostly certain that we can get that from the RUS agreement that will submit it. If you don't have it, okay, we do. That's an impression, of course.
Speaker 5 | 50:25
Bank recordence here in the contract to the attachment. In the attachment we have all the departments. I think that, you know.
Speaker 2 | 50:32
It's and this was the stuff and detected for last night. But remember, after you sign a contract here with the government, every day starts to move on, and we don't need to, of course, sign the bump-up with Blue after the interconnection.
And everything is detailed on that contract. What you need to provide to them, what reports, and they have to give you their views on your state of application. Everything else that matters is there.
Speaker 5 | 51:05
So maybe I'm just thinking in terms of what's the best way to connect them. We have either we can either have a PAX and have once we sign in this contract we preer appendix or we can even link the complex either way or abstract.
Speaker 2 | 51:23
But yeah, you can put this will go on to the regulations for NOS interconnection.
Speaker 5 | 51:29
And so we just leave a note on how to do it. But I think it would be, just to avoid unnecessary discussion in the future.
Speaker 2 | 51:37
No, it doesn't really all very technical so you can address it. That is independent.
Speaker 5 | 51:48
That makes sense.
Speaker 2 | 51:50
It should be eventually part of the contract. So yeah, so just agreement the blo.
Speaker 5 | 52:00
Now we make an annex in the link we refer to the link agreement so like this they're interconnected and there's no record.
Speaker 6 | 52:12
Okay, right, okay, so just I am I do the comment on the correct comment section, the we are going to refer to a specific appendix regarding the comment required records should be included here.
Speaker 5 | 52:26
Yes.
Speaker 6 | 52:27
Okay. Perfect. Okay. So here in LNG Reclassification responsibilities, I have comments from Hungalohadez San Huang. Okay, to include San, okay, no problem, we'll figure that one out. And then we have the planet milestones schedule.
Okay, so here I have a comment from Hunglos Mendez that this that I don't understand this statement.
Speaker 5 | 53:03
Yeah, the second.
Speaker 2 | 53:04
The second the sentence.
Speaker 5 | 53:07
The problem is just that since the contract is going to be for ten to ten years, you will see that the second sentence provides for if the contract is of a different duration of ten years. We don't need that second sentence now because we know that the contract is not going to be for a shorter duration, so it's going to get that new say this clause is applicable only to agreements with a total contract duration of ten years, which is our case.
So we can just simplify the world.
Speaker 6 | 53:42
So you believe we should just eliminate the last sentence.
Speaker 5 | 53:45
And context with short information shall be governed by a separate.
Speaker 2 | 53:51
Tell me. I don't know what is there. I mean, you're saying the agreement shall become effective on the D of its execution by both parties for an initial term of ten years commencing on COD, right? And then it says this clause is applicable only to agreements with a total contract duration of.
Speaker 5 | 54:13
Initial term of ten years. So we don't need to ask an explanation of when that closed. That we don't need it anymore here because it... So we need to go to the term how to extend the term, which is the next paragraph and this. It looks more like an explanation to the clause to me that something that we will be applying for that's my feeling that we don't mean that this CR to agreements with a total contract duration of ten years.
Okay, it doesn't harm that it states, but I think that we can simplify the language.
Speaker 6 | 54:58
I don't see a problem. Okay, so I saw your comment from Jordan saying that you would like to extend the notification period of 30 days. We took that?
Speaker 2 | 55:15
Yeah.
Speaker 6 | 55:17
Okay. So we discussed this with Prepa, and they believe that 180 days is too long, but they're willing to entertain a 90. A day.
Speaker 5 | 55:28
I think 90 days is fine. We are okay with that.
Speaker 6 | 55:41
Okay. See? Wean? Okay. Okay, so let's move on.
Speaker 5 | 55:59
Any other after that you will see Clippoint? So when you go down there, a little edit by one Carlos, which has to do simply with cleaning the language and make it maybe more simple. But there's no change in the meaning of the public.
It's basically about the procedure on how to extend your longer.
Speaker 2 | 56:32
But what do you mean by this?
Speaker 5 | 56:37
I initial term. So then they will have this one prior to the end of the period at the initial times.
Speaker 2 | 56:50
And it should be done.
Speaker 5 | 56:53
I think it's initial term usual because the contract has a ten-year term. If you want, you need to do it 30 now, say 90 days before the end of the initial.
Speaker 2 | 57:09
Find her the first.
Speaker 6 | 57:13
Yes. I believe that if initial term is not defined, we need to define it.
Okay. Okay. Six.
This year we have another comment.
I had a comment on the other version on here and let me read here because, sure, obviously we had the only reason just to make sure the condition on other contracts that we have discussed with them.
But they have been a little bit adamant to entertain the execution of the contract because of conditions precedence that should be a responsibility of the proponent. But I don't know that this particular is environmental or any other. This is really subject to permits.
And because there's no guarantees, I don't foresee an issue, particularly with Prepa on this clause.
Speaker 5 | 58:59
If you would have financial obligations as a conditional precedent, and probably that's the reason why Pepper would oppose those. But I think that in this case, it's simply an operational matter. We can't start if the permits are not in excited.
Speaker 6 | 59:28
Okay, this one we still need a little bit of clearance, but really in as well. I don't know if you're with me. So, in this clause, the condition precedent is present to sellers' obligations. The obligations of the seller to perform under this agreement shall be subject to the seller's receipt of all permits, consent approvals, orders, or waivers from governmental authorities that are necessary to allow the seller to perform its obligations under this agreement. In the event that the foregoing condition precedent is not satisfied by such a date, the seller may terminate this agreement without penalty and without incurring any liability under this agreement by delivering written notice to the buyer at any time prior to the commercial operation date. What's your...
Well, obviously, PREPA has been in and in the context that we have been negotiating, saying that this is all the permits, consent, approvals, orders, et cetera, and even the conditions precedent regarding the environment that the proponents should have been doing their due diligence in order to pay to sign a contract.
So they should understand the risks that they are going to assume before undertaking the responsibility of doing the contract, right? So, obviously, the agreement here is saying that they can't terminate the contract because of permits, consent, approvals, orders, and waivers, without incurring liability. The difference between these contracts and other that we have contemplated is that under this particular contract, there are no guarantees presented to the supplier.
So it would be interesting. We did ask the question. We didn't get a formal answer to that one, so we're still waiting on that. But I don't know how you think PREPA will react with past conversations.
Speaker 2 | 01:01:41
Well, if they have an answer, would you get an answer from them immediately?
Speaker 6 | 01:01:50
Yeah, but.
Speaker 5 | 01:01:52
Who who's.
Speaker 6 | 01:01:54
AA Alexis, Alexis San Juan Gonzalez's preps legal counsel.
Speaker 3 | 01:02:02
Just to put some context into this clause, it's just basically saying that our power generation responsibility shouldn't start until we get the permits. You know, we shouldn't be responsible for generating power if we are not given the permits.
So it's not going to be behind it.
Speaker 2 | 01:02:27
I can look and we can run it back. I don't foresee this being a problem.
Speaker 6 | 01:02:33
Yeah, to that point, we agree with you the same way. It binds both ways. So you don't expect to pay for anything other than generation? Well, they shouldn't expect otherwise.
Speaker 2 | 01:02:47
Let me see if I can get a hold of one. So it's solving it right now. Okay.
Speaker 5 | 01:03:01
Not all the mate group goes in the night seasonless.
Speaker 3 | 01:03:16
We never did that, but it's any. This is pure.
Speaker 2 | 01:03:30
But very...
On to the right of the elevator. I must... The debtors' obligations.
Speaker 5 | 01:03:54
Not normally, you would have financial costs for... You have as, and those will be SS, so in this contract, we really try to eat as much as possible, and that we haven't used. I think it's reasonable because.
Speaker 2 | 01:04:15
I don't foresee a problem.
Speaker 5 | 01:04:17
Yeah, we just have to know. Of course, I think it's wise to love.
Speaker 2 | 01:04:24
And I think we get one that I think we're going to continue if you want.
Speaker 5 | 01:04:28
Yeah, okay, yeah. So, in America, you see AGA in 4.1. Of course, we need to refund the site and the allocation, so forget about that. But then there were some edits by Tom Card that they were just about consistency in the draft. We since we define power availability as the definition, then we don't need to repeat it again that it's a minimum 09:12 and on a twelve-month volume basis.
So that's the reason of the.
Speaker 6 | 01:05:13
Cora la laittacusa pendan TED della proto. Okay, so this one you explained well.
Speaker 2 | 01:05:31
First 4.4 point 1 include some month.
Speaker 5 | 01:05:38
Yeah, exactly. We need to change all the styles.
Speaker 2 | 01:05:42
And then our availability requirement is so my term we're ready to define it so you can be the rest. So one will part be the basis to get a permit? Is a place to get as already basically operational so we danger speech there stores it should be easier, easy but Santanis east one.
Okay yes.
Speaker 6 | 01:06:26
I think that we can discuss this point. 3. Are we okay with the 4 CES? Can we go to 4.3? Or do we have anything outstanding before we can go? Okay. So in our originally on our original draft, we had it so immediately and you suggested promptly we're suggesting we discussed this with Prepa and we were under other clauses, we have established a twenty-four hour period. Can we define that as a instead of becoming aware of the situation?
Well, promptly could we say 24 hours upon becoming aware? Would that be reasonable?
Speaker 5 | 01:07:13
Yes.
Speaker 2 | 01:07:14
Now we're very is with or me the concept of.
Speaker 5 | 01:07:21
To know in order to react. But I think 24 hours of phone becoming aware it's completely okay.
Speaker 6 | 01:07:28
Well, that's better when we agree and it has already been discussed, so that should be an easy one to solve.
Okay, well, we'll draft this and send over to you. So he sees, here we have the same 24 hours of becoming aware. So it's consonant to other standards.
Speaker 5 | 01:07:54
That's 4.3. Yes, exactly.
Speaker 6 | 01:07:57
Yeah, here we have this. Let me see. Waiting for final allocation, let me see.
Okay, so let's. I have here the comment upon backup deployment.
And I don't see an issue with this really.
Speaker 5 | 01:08:45
Yeah. The only term that remains something that we could argue about. If you want to make an agreement that's very strong for us, it is defining what would be a reasonable company. But apart from that, I think that we are playing with the consts.
Speaker 2 | 01:09:00
Speaking of it. The time is at the end of... Under the circumstances.
Speaker 5 | 01:09:07
Okay.
Speaker 2 | 01:09:07
So I think what we should add there is just that if we are going to go to an alternate, it's just that it complies with all the regulations, of course, and that's it. Of course, I don't see anything
Okay.
Speaker 6 | 01:09:24
I think, Miguel, and correct me if I'm wrong, I had my comments on the other draft, but I think that what we added here is we said, "So make commercially reasonable efforts within the permitted industry standards with the applications of local and federal laws." Something like that was what we added.
Speaker 5 | 01:09:47
And I think that's perfectly fine.
Speaker 6 | 01:09:50
Okay. I'll just integrate the language that we had seen. We see to make commercial reasonable efforts in tune with industry standards and able to comply with federal US and Puerto Rican law.
Speaker 2 | 01:10:03
I just added the "industry standard" and that we should be good to go.
Speaker 3 | 01:10:10
We are happy to steal contractual terms from other bidders.
Speaker 6 | 01:10:20
Okay, that's my recollection. Okay, we're doing progress here. Okay, 4.4a. I have a comment from Mr. Hon. Carlos Mendez. Please refer to the dispute resolution language I provided from another prepa contract.
Speaker 2 | 01:10:37
I really like that dispute resolution clause here and we need a stronger stronger.
Speaker 6 | 01:10:48
Cla for okay.
Speaker 2 | 01:10:51
And I suggested I share it not here.
Speaker 5 | 01:10:54
But nobody is there with the arbitration clause. It's in another comment when you go to dispute resolution and the exclusive jurisdiction of the Puerto Rican courts. I added a comment about an arbitration clause that was in other contracts with us.
Then, yes, that could be possible for us.
Speaker 6 | 01:11:19
Okay, I don't foresee an issue. We have negotiated the dispute resolutions that contemplate an arbitration clause. Obviously, as long as the applicable laws are in the government of Puerto Rico and that such hearings or whatnot are taken in Puerto Rico. Mr. Mendez, would you be kind enough to let me? Do you know exactly what contract you provided?
So I can refer to that specific one.
Speaker 2 | 01:11:44
I mean, I don't know if you feel that one was a WAN-style pattern.
Speaker 6 | 01:11:54
Energy pattern, my good. I think, yeah, go ahead.
Speaker 5 | 01:12:00
Now on the seat of the arbitration, you said we are happy to do hearings here. So, to have a place for the hearings in San Juan is easier for everyone in terms of logistics and the cost.
But maybe in terms of the legal field of the arbitration, maybe we can find somewhere that's a little bit more mutual between Trapa and us. We thought about maybe New York. So, while we can have the hearings here in person, we will come and litigate here in case there's any challenge to the arbitration.
So, let's say, which won't be the case. We go to arbitration and we come to the hearings in San Juan, everything. But the legal seat stays in New York because if you need to file the set aside or the enforcement or any procedure after the arbitration, the New York courts would be, of course, neutral to both parties.
So, that's why we wanted to propose. Hearings can be understood, and if there's a possibility to split these two, we have seen that very often. But we wanted that's why the clause. That you will find as New York as the state, as the legal state.
But again, we can, if you want, we can add hearings will be held in San Juan, Puerto Rico. So that there's no doubt about that.
Speaker 2 | 01:13:30
Im not sure whether I would agree to the city.
Speaker 6 | 01:13:36
And we understand your position. We believe, me, we do. But the reason that we're manifesting this is because that was a hard no on the negotiations that we have been doing recently. So if you want us to incorporate it, we will and let them tell you so.
We know, from very recent experiences maybe two weeks ago, that was like a hard.
Speaker 5 | 01:14:02
Now give me one second so that we can internally... So I'll do right away. No, just... I Denise the.
Speaker 2 | 01:14:17
So you can use my right there.
Dispute resolution. And thanks to your people, a contract of the inclusive they play back from back was it was on CR? I said yeah, the morning and so on achrado, I mean el arena and we catalando, castle provincia Lopez.
Speaker 6 | 01:15:47
No. Natrend de miento esque estebrado sino de cambo susancians al noceres via sustanzia mente del marco Hina p not get out get AA automatic comments. So met prea pre bla tele MD.
Speaker 2 | 01:16:32
Swing. No.
Speaker 6 | 01:16:34
No now no s berna okay te contras. I mean I go hell aca you already toula cres ofo of contrado is a prosili pala pa in media winding won don service get ail a pp getting aly.
Speaker 5 | 01:17:23
Okay, I get that. So we discussed internal needs as well as the risk and the benefits. Why don't we go to the. And if this let's we discuss if this is the only point that would, you know, justify the submission to pre or not. We all want to move ahead with this contract and make the project happen.
So if that's the case, you can let it go so that it can't be moved to the next stage if there are a few points to be looked at. But then we may raise these two words, okay, as well, dispute resolution language. We will discuss that at this one.
So you heard about that in January, no, okay.
Speaker 2 | 01:18:16
The settlement of disputes on article, thank you.
Speaker 5 | 01:18:23
Okay, well, these two are linked to it. I think that once we define that and we can, in any case, we will depart from the courts and go to arbitration. The only question is the citizen's point for the resor.
Speaker 6 | 01:18:47
Okay. I made the note that we are going to verify other contracts to verify the language and see if we can find something that we can prepare on all that, not doing so would somehow be discriminatory or something that we can bring up.
But I do have another comment here, Maria, regarding the referred to an independent engineer, a third party auditor.
Speaker 5 | 01:19:09
Yes. What? We just wanted to ask you because I'm not sure that you have executed this contract. Maybe you have executed this contract before. So what would be the mechanism to choose the independent engineer?
Because he says either the researching cannotmatically may be referred to an independent engineer. Would you normally propose the name of the engineer? The parties agreed just to know how we will implement that.
Speaker 6 | 01:19:38
In all honesty, I have not seen this particular one. I just say this because this contract requires tech. It has technical aspects. And what I have seen in the previous contracts is the arbitration process with the duly du experts.
Right? So I mean, if this is something that is not well defined and we want to go ahead and incorporate this particular one with the other dispute language that incorporates the variation, et cetera, maybe we can do a blend of something that everybody feels comfortable with and send it to Breba.
Speaker 5 | 01:20:14
I think it's. I mean, it may be a good idea because that gives you another opportunity to basically settle the disputes between the parties without having to go to arbitration. It is something that is technical.
An engineer can have a say in this. This reduces costs for you and us, and we don't need to litigate between each other. So, to be honest, I think it's a good mechanism. Maybe what we need to work together on
is just how to implement this. So, this engineer would be appointed out of a list of experts. We just wanted to have a little bit more detail on that
in the contract. That's that's.
Speaker 2 | 01:21:02
It could be something about being agreed upon by both parties.
Speaker 5 | 01:21:17
Which. From a list of excellence.
Speaker 2 | 01:21:30
A list of engineering companies. I don't foresee a problem with that. We can add a short language immediately.
Speaker 5 | 01:21:47
And can add it as soon as before.
Speaker 3 | 01:21:50
Of the lives of the independent.
Speaker 2 | 01:21:54
Engineer independent engineer must know it. But let's see. The engineer must have experience in this. It's imposed. I think that's fine. You want me or my team to add the language.
Speaker 6 | 01:22:17
I you're going to do the exercise to verify the dispute resolution on other contracts that are familiar already to Breba, I think that this should be incorporated. Getting too creative in how to solve this with a new procedure which Breba is not familiar with, I don't know how that would maybe delay the process or how they need to.
Speaker 5 | 01:22:41
I don't know, say instead of... In order to delay the process, what do we say? But there might be referred to independently in the agreement to be agreed upon by both parties so that we know there's going to be a discussion process on the selection of the engineer.
I wouldn't take this step at all. I find it very useful, to be honest.
Speaker 2 | 01:23:07
And I have a few comments here. This bill resolution specifically for performance, mentioned broad this section should be under the Settlement of Disputes article, which is 19, and just for planning purposes. I'm sure why we have a deeper dispute resolution.
If this is specifically for performance measurement and it should be within a subsection, maybe Article 19, access the matter. Even though these findings are final and binding, it says it may be referred. It doesn't say it shall.
So, I'm not sure what the intention here is. I mean, if you go through the motions and go to the settlement of disputes for Article 19 and what specifically is for performance, you have another mechanism. Is that the idea?
Speaker 6 | 01:24:32
I don't. Okay, let's... I'm a little confused, but this particular... The dispute resolution does say that it is binding that the findings will be considered final and binding in this particular one.
Speaker 2 | 01:24:51
Seems seems to me like your CAR-Renew performance measurement disputes from Article 19. If that's the case, it should be again under Article 19, probably a subsection there saying that it will not...
You know.
Speaker 5 | 01:25:17
You really need that this is excluding itself.
Speaker 2 | 01:25:21
Or it's for clarity purposes, I think the violence section in the article or the dispute resolution language.
Speaker 5 | 01:25:36
So that we can avoidance of doubt that, you know, it cannot harm so that.
Speaker 2 | 01:25:44
Yeah. And then on the mechanism we're discussing here, AA and under... We could use the Association of Engineers, College of Engineers way, we could use a mechanism where each party knows three Engineer Bs, electronic Ps, and then we choose one.
Speaker 6 | 01:26:22
Do you know if the Corps of Engineers, the Association of Engineers, has any established procedure for this particular.
Speaker 2 | 01:26:31
Well, I know they have a like a committee specifically dealing with pre issues and that they don't have anything specific. And since they can change their rules or committee time by time, but all members of the profession are regulated and have to be members of the bar, so that could be.
Speaker 5 | 01:26:57
An be an option because they should have them. They should have a list of registered professionals, a good starting option because they should have them. They should have a list of registered professionals, a good starting point.
Speaker 2 | 01:27:05
And they already regulate anything that has to do with compensation.
Speaker 5 | 01:27:10
So that is taking care of.
Speaker 6 | 01:27:15
I'll take the assignment to call and verify because if maybe they even have a mediation procedure established or something.
Speaker 5 | 01:27:23
That would be even better if you know that settlement through a mediation procedure, which would be a technical mediation basically with an engineer trying to get the parties closer. I think that can be helpful. They may want to have mediation and then determination, but I think that could help.
Speaker 3 | 01:27:48
But this is not such a significant number.
Speaker 5 | 01:27:51
Now. The last one.
Speaker 3 | 01:27:52
We can get back. Yes. We move another one.
Speaker 6 | 01:27:58
Okay, we'll face that assignment date. But anyway, if there is not an established procedure with the Association and engineers, you would be okay with the suggestion of incorporating three engineers each party until we and who decides who's going to be the person how do you.
Speaker 5 | 01:28:24
Be in general as per party? Okay.
Speaker 2 | 01:28:31
Yeah. I mean, you can say. Each party will submit, you know, three names. Two names. And then the parties will, like me, have to get money out of, you know, shares. I mean.
Speaker 5 | 01:28:45
If you want to buy even more, you can just say. To be mutually agreed upon between the parties. As long as this is the permits, we are fine with that. Then we can... I mean, we can see what the best ways are to implement that.
That's not like BI.
Speaker 3 | 01:29:02
Engineers I don't think you should regret the excitement.
Speaker 5 | 01:29:06
Mechanism We don't know what the exact mechanism would be that would work, but just to mutually agree by the parties, I think that.
Speaker 3 | 01:29:17
It.
Speaker 2 | 01:29:18
Yeah, it does depend on the situation. Okay, depending on the debate, really, it's going to spend... It's going to be a generation of engineers, or if it's anything to do with the interconnection or if it's anything to do with fuel, so what permits or anything, so it's going to be very specific to the situation.
So we have to be broader. Yeah, I think agreed.
Speaker 5 | 01:29:48
Exactly. to be mutually agreed To be mutually agreed upon between the parties and then we sit down and we think about it because that is good for everyone.
Speaker 6 | 01:29:56
Yeah, okay.
Speaker 5 | 01:29:58
And simplify, we can do that at a later stage.
Speaker 6 | 01:30:02
No, don't worry, we'll work at that. We'll work on that and present an alternative for you. Okay, here we have a comment from Mr. Huang's saying, "Okay, this is repetitive again. This is the performance."
Okay, no issue here. It's not immediately which is not feasible. Again, do we think we can put the seller's show in a 24-hour period yes.
Speaker 5 | 01:30:38
Probably respond to all these butt orders in a 24-hour period.
Speaker 6 | 01:30:43
Perfect. That's our definition of promptly. Okay, and this is... So, let's go here to support in case. Okay, so we here... Would you like to explain what the issue is? We have a comment from Jordan saying, "We would like to discuss the wording of this clause to have a simple and effective method to support in case of need for additional power." Didn't we discuss this?
Speaker 5 | 01:31:17
Okay, we did. We discussed this. There are just some very small edits to the wording, but last time we met, we discussed adding this for the avoidance of doubt. Remember, the ability of the seller to provide additional generation shall not be considered an event of default under this contract.
Speaker 4 | 01:31:40
It's very.
Speaker 5 | 01:31:43
Of course, yeah, it doesn't need to be there, but just not to have issues about it in the future.
Speaker 6 | 01:31:51
I don't foresee that. I mean, I don't think Prepa will have an issue, but we will present the contract in the last version with that. I don't think
we have to change it for so we add some one. Yes, we're determining that. Please clarify this statement.
Speaker 5 | 01:32:24
Would would be clear.
Speaker 6 | 01:32:40
Mil were in several meetings where low amounts that you, the proponent, have to be 100% responsible for the planning approvals, but the interconnection. Iluma said Miguel, and let's make sure that this clause is accurate.
But they said that only Iluma can do the interconnection per se, or sorry, the plugin.
Speaker 2 | 01:33:12
Insider their yard. Yes, anything that is inside their yard has to be MA personnel or approved by on.
Speaker 3 | 01:33:22
The agreed it's normal.
Speaker 5 | 01:33:23
Because you agree, we cannot and we cannot interfere.
Speaker 4 | 01:33:27
So yeah, that's that.
Speaker 2 | 01:33:29
And maybe it should have, as the previous statement, it should be added to the agenda for the Lisa interconnection agreement. Yes, I think we could put it. Ask for the MA interconnection agreement.
Speaker 5 | 01:33:49
I mean.
Speaker 6 | 01:33:50
But I'm afraid that this is confusing because it is MA. Yes, it is confusing, and I have to be very clear. So, Ma is the proponent. Gotham's has to be able to provide us with the payment for all the interconnection studies, the approvals, and the coordination with the transmission and distribution system. Luma is the one in charge of... They don't let other people touch the interconnection per se.
So, as I see it, it's basically the plugin. They won't let anybody touch it. So, that last part is the absolute responsibility of Luma. But we have to revise this because I don't even know if this was supposed to be here. SAILOR because they will absolutely not pay for the interconnection studies, the approvals.
Speaker 4 | 01:34:55
They're doing those right now, though. That's what they're providing us with. That's what we were speaking about the technical.
Speaker 2 | 01:35:01
But they're talking about when they have to do the connection. Yeah, anything that has to do with the testing, the studies, everything else that's... That's.
Speaker 4 | 01:35:15
So testing the lines currently, what they're doing.
Speaker 2 | 01:35:18
What they're doing currently is verifying the availability.
Speaker 4 | 01:35:23
To the evacuation capacity. Yeah, so yeah, that those that are currently doing it right? Yeah, so they're already doing this.
Speaker 2 | 01:35:37
I have to verify what look up. But I think they have to very before anything that gets I think they have to verify all that your interconnection and anything that has above is connected to that to this that we can go through it to the not now it's going to take longer, but we can go to the agreement to the internation agreement.
And I think everything should be.
Speaker 5 | 01:36:09
This is a high standard. I mean, we see that in other countries, it's very standard that they are the owners of the grid, so we really support them. We are there, but we cannot do it ourselves because we are not.
Speaker 2 | 01:36:24
I'll look through the interconnection agreement just to see what it says, but for that, I think that.
Speaker 6 | 01:36:33
Reference to Papa. If you can please verify the interconnection agreement and send it to Gotham so that they can verify it with their legal team.
We will send a revision of this clause for you to see. I agree with Mr. Mendez, and I think that there are two issues contemplated here that are not clearly defined.
This is the comment from Jordan. This is just for pre-litigation. Okay? I have a comment here from Mr. Mendez and Mr. Maria.
Speaker 5 | 01:37:55
Just see. You are in 5.
Speaker 6 | 01:37:57
655 The buyer reserves the right to adjust the payment amount.
Speaker 5 | 01:38:06
Yes, from my side. The only thing that I wanted to ask you is not even in terms of the big and then start. Well, how do we adjust the amounts we are going to place for? Okay, that's where we didn't market in our first version of the contract.
But it's just a question on how do you implement this expensive.
Speaker 6 | 01:38:29
I think that the discussion we had earlier regarding the performance based adjustments and procedures. I guess that once we have to incorporate maybe some language that once the dispute has been finalized if there's a the there would be a payment adjustment depending on whether the effect on depending on who the affected party is because I think there's already a process established.
So whoever is the one that has the right. Well, then the amounts would be adjusted accordingly.
Speaker 5 | 01:39:08
Okay, that's fine.
Speaker 6 | 01:39:10
Okay, let me put some language adjustment.
Speaker 2 | 01:39:26
But AA, what do you mean by operational performance obligations?
Speaker 6 | 01:39:31
Well, I think it costs... There's a performance-based payment process in which the engineer was going to be assigned for the purpose of determining the performance. No, or am I confused?
Speaker 2 | 01:39:45
No, I think the... Again, the car for this resolution has to do with appointing an engineer, it has to do with the meter actual meter readings. The way I see it, excuse me, with the meter readings, there are only a few that have energy that wants these bats.
Yeah, Yeah.
Speaker 5 | 01:40:18
Based on the needs are here and here.
Speaker 2 | 01:40:24
Fire can unilaterally adjust the payment.
Speaker 5 | 01:40:30
No, but I understood that it would be adjusted by conciliation for the month.
Speaker 2 | 01:40:39
It says if the seller fails to meet operational performance or divisions, that is not defined.
Speaker 5 | 01:40:47
And you would have availability at 95 and then you will have the rest generated, but baby patch. This is whether you are able to generate that's yeah, I think it includes availability and then dispatch.
But we can define it maybe just make it clear and refer to it, but it has to be in accordance with the... It is going to be when it's going to record and we will provide a payp.
Speaker 2 | 01:41:26
So they re certainly the brand but you payment dollars that it failed to meet operational performance obligations. So yeah, I think we have to define.
Speaker 5 | 01:41:48
And then there's one way. So normally when we have RPPA, so what we do is there are different ways of doing it. But one way that sometimes is useful and it's applicable for disputed invoices. So when we send the invoice, we will send you the masts to bit more so that we know exactly what we are paying and we would be facing on those days
if there's a to.
Speaker 6 | 01:42:13
Then the engineering process comes in.
Speaker 5 | 01:42:16
Then the engineering process comes in. But before the engineer process, there is a payment obligation. So you pay normally, what we do with our is that we put a disputed amount in an escrow account. In an account that we don't touch until the dispute is resolved.
Speaker 3 | 01:42:34
To live in. Let's... Carlos, right here. Let's expand the merging of the sellers to meet our operational performance obligations. We need to suggest... If it's okay, give us a... We can.
Speaker 2 | 01:43:02
4.1. The first paragraph describes the power generation performance standards and it references an exhibit. It probably will lead to Maria clarifying more the exhibit.
Speaker 3 | 01:43:14
Sure. We can do that. Or. Yeah, we can do that. So it's unilateral. As one Carlos said maybe a meets or beds it's 10 kilowatt hours. The other me reads it's 8 kilowatt hours and you cannot automatically like FAS.
Speaker 2 | 01:43:36
As if that is a reason you're referring to section 4.4, reg performance, not the whole article 4 because power in regional performance... That entails other things, not only measurement.
Speaker 3 | 01:44:05
What's happen happens if we just.
Speaker 5 | 01:44:08
Delete that sentence.
Speaker 6 | 01:44:14
Which one? Which sentence do you want to delete? The buyer research to adjust amounts to reflect actual services.
Speaker 3 | 01:44:21
There's already a dispute resolution clause, so if we delete, this is just automatically the dispute resolution.
Speaker 5 | 01:44:29
Ickson and the first part of 5.6 says the vis shall compensate. Center based on article. Power delivered in accordance with article. So it's clear.
Speaker 6 | 01:44:43
Okay, so you're suggesting eliminating the vis, right? And say if the seller fails to meet operational performance, the procedures established in section regarding the dispute will come into place. Or like we have to make sure it makes sense with the rest of the.
Speaker 3 | 01:45:03
We can just leave it. The buyer shall compensate the seller based on absolute power delivered in accordance with article 4 and just the need if the seller pays for me too.
Or. We expend a lot on this, but it will be hard to get out of because there's already other articles that explain this.
Speaker 6 | 01:45:42
Do you want to put the sentence at the end after "if the above have not lost it then the dispute resolution"? I don't know how to integrate.
Speaker 5 | 01:45:56
I we generally.
Speaker 6 | 01:45:59
Okay.
Speaker 5 | 01:46:00
We serve the e if that fails to meet operational.
Speaker 3 | 01:46:05
The beginning of the sentence.
Speaker 5 | 01:46:06
As well. Exactly. If the seller fails to meet alterationally, it ends with invoice and payment close B point.
Speaker 6 | 01:46:18
Okay, I have deleted it. We'll circle back and see if we understand any obligations. But again, I agree that the dispute resolution is already established. Okay, I've eliminated it and we will revise and see the final draft. Okay, I have a question here from Mr. Mendez as to why the last sentence of B and incremental cost incurred by the buyer as a result should be deducted from payments otherwise due to the seller.
Fabian Velez | 01:47:23
So we... Okay. He's another five. Era in East. We.
Speaker 6 | 01:47:34
Why do you say why I at least from the other on the other. Okay.
Speaker 2 | 01:47:44
I to substitute.
Speaker 6 | 01:47:48
Well, I'm assuming that if let's say that E-Gothams is the most economic dispatch for power, and you have a responsibility to produce 95%. If you get this patent, you're not capable of producing the 95% and we have to deploy another generation unit that is more expensive than what E-Gothams is providing. I'm assuming that this is treated like a shortfall event, whereas the difference in price is to be paid by the supplier.
Speaker 5 | 01:48:26
Because they have a responsibility towards the operator and they.
Speaker 4 | 01:48:36
The one thing I'm saying is that there should probably be this... This is just probably done at this point.
Fabian Velez | 01:48:36
For.
Speaker 4 | 01:48:41
But if there was something that said like we could backfill like, I mean, we would if it's our generation, we should have some say over what the next thing is instead of going for some things that they want to expense.
Yeah, you want to pay somebody who's like $1 per kilowatts, so it's like, you know, it needs to be somewhere in the swing and it needs to be like.
Speaker 5 | 01:49:07
Yeah, did you hear that?
Speaker 6 | 01:49:12
No, I'm sorry, it's okay. You're thinking you're discussing just let me know you're ready.
Speaker 5 | 01:49:20
So I was saying I'm sorry it was on an... So what I was saying is that we think that we would accept that word if you are part of the decision of which is going to be the alternative solution for that because we cannot otherwise... We would be very difficult. It's difficult because you are a switchboard surviving away.
Fabian Velez | 01:49:26
Fo?
Speaker 5 | 01:49:49
So there was no.
Speaker 2 | 01:49:51
There's a regulation that requires that they choose the less expensive, okay, so that's that we had... What about.
Speaker 5 | 01:50:06
What about that we have to comply with this regulation? It's a regulation, so.
Speaker 4 | 01:50:17
Regulationatch.
Speaker 5 | 01:50:24
Less expensive. So I think that.
Speaker 2 | 01:50:27
That less expensive.
Speaker 5 | 01:50:28
Yes.
Speaker 2 | 01:50:30
Not mine.
Speaker 5 | 01:50:32
Exactly.
Speaker 2 | 01:50:32
But I mean, they can adjust the... VIM... Can and go out.
Speaker 3 | 01:50:41
But they have what they're saying is that.
Fabian Velez | 01:50:43
[Laughter].
Speaker 4 | 01:50:43
I think that this misunderstanding... What's being said right now is you're saying that they will dispatch whatever is actively on the Puerto Rico grid, and what we were thinking is that they'll bring in another generator to be idle and then pay some additional price.
But it's just what is already yeah.
Speaker 5 | 01:51:08
So I think.
Speaker 2 | 01:51:09
That although the BIE generation is very cross-free and it takes time. So they'll use the assets that are here.
Fabian Velez | 01:51:15
Five.
Speaker 5 | 01:51:17
Yeah.
Speaker 2 | 01:51:17
But as per their contract, they have to go from the more to the less expensive.
Speaker 4 | 01:51:23
Yeah, it works a mirror.
Speaker 5 | 01:51:25
Yeah, okay, that makes sense.
Speaker 2 | 01:51:27
So that's how they... Depending on the availability of the... I think there was a misunderstanding.
Speaker 4 | 01:51:35
I think I'll be bringing in additional federations.
Speaker 2 | 01:51:40
Inestly right now it says that you're the less expensive. And so we're.
Speaker 4 | 01:51:51
The most expensive of all the other proponents or just... Okay.
Speaker 2 | 01:51:57
Would you say top five of the generation of Puerto Rico, all the top line.
Speaker 5 | 01:52:11
And you say.
Speaker 2 | 01:52:17
Normally it's electrical. I said it comes solar. So I'm saying it, and my... That should be if not top one, it's to be close. If they can't achieve one, they didn't do their job.
Speaker 6 | 01:52:48
Okay, so can I insert the sentence back in? Okay.
Speaker 2 | 01:52:57
How do you measure incremental cost in, let's say, Prepa decides to turn on the bigger biggers.
Speaker 6 | 01:53:10
The difference in increase. And if that's something that needs to be defined, then we can do so.
Fabian Velez | 01:53:17
Have.
Speaker 6 | 01:53:18
So let's say your cost is $0.19 per kilowatt-hour, and the next available per company is $0.25.
Well, it will be the increment because in the $0.19 and the $0.25 that is going to be deployed.
Speaker 2 | 01:53:40
That's. But that's when you're buying from another company. Why? If you're turning on your own units. Units, for example.
Speaker 6 | 01:53:51
What do you mean by the.
Speaker 2 | 01:53:52
The difference in fuel cost?
Speaker 3 | 01:53:58
Maybe we can... Not to exceed 4% more than the.
Speaker 4 | 01:54:07
I mean the other really interesting thing here is just the simple fact that you have redundancy on additional... Yeah, it's $200 bang.
Speaker 3 | 01:54:17
It's almost impossible to imagine that this happened.
Speaker 2 | 01:54:22
Yes.
Speaker 3 | 01:54:23
The case that it's happened. This is what called the understand.
Speaker 2 | 01:54:30
So that's... I'm going to say up to five cents per don'.
Speaker 3 | 01:54:41
Something like that.
Speaker 2 | 01:54:42
Well, to, you know, 4 cents per kilowatt-hour basement. That's with that fly. I don't think that we have any contract.
Speaker 3 | 01:54:54
But it's logical.
Speaker 2 | 01:55:02
We can ask if we can go by account of an increase of that or a percentage. Let's say you're paying 19 cents to cost. And we can it on going forward. We're paying the excess off to the that's especially but Mia earlier remember we're talking about that to cap it at the maximum of the we're looking for the funer it's this.
So is like what there is something what.
Speaker 3 | 01:55:41
Today I was looking at the Hanaa website. My we was operating at 22mi something C1 of them was offer three something.
Speaker 2 | 01:55:58
Yeah. So maybe that for. So you can at that sentence.
Speaker 6 | 01:56:09
So. So you say an incremental cost incurred by a B or resource will be deducted from payments otherwise due to seller up to a.
Speaker 2 | 01:56:22
Cost of 444 cent per kilo whatever of the contracted price. You set five on your.
Down to accents in excess of being comped.
Speaker 3 | 01:57:05
But we'll go back through all the editions at the end of that. Okay well what's your plan limitation right, okay thanks.
Speaker 6 | 01:57:27
Okay we have this comment here we are flexible and happy to discuss with Prepa. We have a comment not to proponent requiring a possibly advance payment, financial payment, a guarantee or a credit issued by a recognized bank.
Speaker 3 | 01:58:00
It's okay. I just want to ask one question about this. Has this been approved for any of the contracts?
Speaker 5 | 01:58:09
Is that what not for example.
Speaker 3 | 01:58:16
They accept no premium guarantees.
Speaker 2 | 01:58:19
Let let's say if there's a change, for example and that definitely is able to compare the. Or and so language that will provide that, then it would apply to very changing yes, a material change.
Speaker 5 | 01:58:47
I have requested that. Does this change I think for me.
Speaker 2 | 01:58:52
But I don't think that's going to happen. It's not by decision, but our conversations have been.
Speaker 3 | 01:59:03
Okay, if it's okay, let's ask quickly by a message to our board how insistent they want to be on this. Let's get back to this at the end of the meeting.
Speaker 2 | 01:59:17
As what to... Yeah, out there.
Speaker 6 | 01:59:28
Okay, so just so that I am clear about this issue. I know we are scaling things up to see if there's a possibility of something that, as of today, is a hard no. If we are not able today to work with an advanced payment guarantee, a credit issue, you still need to get clearance with your board before you move
okay.
Speaker 5 | 02:00:05
But we are trying to do that as we speak, so we don'.
Speaker 6 | 02:00:13
I totally understand, Maria. Okay, let me just put that little note in there.
Speaker 2 | 02:00:23
We agree that that's the usual way that business and.
Speaker 5 | 02:00:28
We will have that in every single time we have for three.
Speaker 2 | 02:00:33
But that's the way that you were instructed to do with age and that's the way I was.
Speaker 6 | 02:00:42
If you wish to send us something so that we can scale up, and any communication regarding industry standards and how this is crucial for financing, you maybe should... I don't know. We won't... We will commit to share anything that you send with the pertinent stakeholders.
Speaker 2 | 02:01:13
With the board.
Speaker 5 | 02:01:16
We you go to share this with the board.
Speaker 4 | 02:01:21
We're going to share it with our.
Speaker 5 | 02:01:24
She wants the wording from us to be shared by them.
Speaker 2 | 02:01:28
Yes, but the word will be shared. Will be shared first with the stakeholders. And if they say no, it works in the board.
Speaker 5 | 02:01:42
Okay, let me clear about the procedure.
Speaker 2 | 02:01:58
If I read it correctly, they're negotiating with two because there's only one fish. So if we were to convince the BAL board to accept this material change, it would go for everyone the same way of job. Like we would even have to make a little analysis as to whether we would have to go to an e.
But there may be people that they not participate in the rain on. I think were not. Just that you can do that really.
That's the same thing that we have to do when we ask about 20 years. We really had to point we had to go back.
Speaker 5 | 02:03:04
That's why you're here. Yeah, and change the RF altogether.
Speaker 2 | 02:03:08
Yes, because I someone else. My family's a big issue there, and it's an issue of timing from the silence.
Fabian Velez | 02:03:27
Okay I can see so much not so no as I besar John is another part of my project.
Speaker 6 | 02:03:33
Okay, I have a next, sorry, a comment on 6.1 from Mister Mendez. And what does it mean? Assess and address that shortfall?
Speaker 2 | 02:03:47
Yeah, that's the question. And in addition to that, are you finding in a region told twice a def term.
Fabian Velez | 02:03:56
Okay tamal to como professional company at the I can not.
Speaker 6 | 02:04:07
It center sails to deliver a scheduled quantity of power generation as outlined in the operational Planning and power delivery schedule. The buyer shall have the right to assess and address the service shortfall.
Fabian Velez | 02:04:20
Okay so bookcao, the same meaning, to jo, okay, send thing like you have no kid, you have no said of peaceai.
Speaker 2 | 02:04:23
I think you're referring to power generation grow.
Speaker 6 | 02:04:30
Yeah.
Speaker 2 | 02:04:31
Easily. Pointer. And then on the second paragraph, basically rebuilding what a power generation Profe is an easy find again.
Speaker 6 | 02:04:46
Okay. So here in this particular one, we circled back with Prepa and the 30% in the pre and the other contracts that we negotiated was not accepted.
Fabian Velez | 02:04:49
Okay. Do me a song.
Speaker 6 | 02:05:04
So. But I understand that the sellers should be able to play a hundred percent of the shortfall.
This was discussed as early as this morning.
Speaker 5 | 02:05:25
So this closet change Paella.
Speaker 6 | 02:05:30
They don't agree with the 30%. And they think, in order to be consistent with what was negotiated with the previous contract, then it has to be 100.
Speaker 5 | 02:05:44
I mean, yes. And this was the contract that was there. So this contract was attached with this boss with the percent that no nos no, you didn't make any comment. But by changing the clothes that was mentioned, which is a bit like a similar problem to the one of having the payment brons.
Because of course we can talk our way out of this and we can find a way to. But the contract as it is, was an attachment to the REP so when we decided to participate in the vendor, we knew that this was legal framework and we made an assessment on those fronts.
I mean, of course. Again. We can discuss a solution around that. But these changes, the question you now put in a way. So maybe can you just tell us what's exactly what Prepa I mean how this clause be drafted after breakfast this morning decision.
Speaker 6 | 02:07:05
Yes, I can send you a new draft of the contract. But basically, the 100% of the shortfall would be what we discussed earlier. So let's say that these parts would be so the 100% of the shortfall would be what we discussed earlier. So basically, this would be, I guess, tied to the 4Cs increase.
So what you have been proposing and this is my understanding if you interpret it in another way. But let's say that you cannot supply what you said you were going to supply.
So the other clause establishes it that you have to pay the difference in the price. And that's where we discussed the 4%. So I guess that between the 100%, that would be the difference between the price of the dispatch from Gotham and the deployment of another entity that would have an increasing cost. Then what you were suggesting is a $0.04 that we have to grow and be verified what that percentage is so that we can align this clause in that one.
That's my understanding.
Speaker 5 | 02:08:13
It is only for the percentage of the reference. The incremental cost that's not hundred.
Speaker 2 | 02:08:22
I think if I follow you, when I get out, you're saying article four with these go. Well, if you get the lever, we have to go out and buy from someone else?
Speaker 6 | 02:08:36
Yes.
Speaker 2 | 02:08:37
And we have to pa the difference if we got form. Yes, right, yes. Now it's I mean, you're watching that section here because what you're saying is that if there is a shortfall, we're paying one hundred percent of the shortfall on the. In that regard, I think what my exp to explain is that more sense you're saying that difference that for the four cents difference that would be 100 percent.
But that more sense that we're not talking about the whole let's say 25 or 22 that we're buying but for the that difference in payment that four cents would be a hundred percent paid, not a 30%. AC an let's say we would buy for one day that one day is was capped at four cents additional to your to 1923.
So and we buy x amount the difference between that they $50,000 that will be paid by governments. The full amount the difference, not the entirety of the 20 or 2523 sets.
Speaker 3 | 02:10:20
And if I may ask, can we cheat on this and ask why did you guys agree with the other bids about this?
Speaker 2 | 02:10:32
It's. It's the same.
Speaker 6 | 02:10:35
Yeah, It's the same for it's the same. I believe that might be missing some language on the mitigation procedures as to the shortfall. So I think that what we could incorporate. This is contemplated in additional contracts. I'm not speaking for the other 800 megawatt contracts, but as to other energy and LNG acquisitions.
So once there is a shortfall, Breba needs to mitigate and be able to find an additional source. Maybe we can incorporate in the shortfall the burden on Breba that they need once they advise that there's going to be a shortfall for whatever reason. They need to be able to mitigate with dispatching another generation unit.
It's the difference in that price that you would have to pay.
Speaker 5 | 02:11:28
That would have to be the less expensive for generation.
Speaker 2 | 02:11:39
The shortfall rule that we disclosed in article four before triggering article six.
Speaker 3 | 02:11:47
Let's be honest, this makes sense. I've seen types of clauses like this in power generation contracts. It just makes sense. In a contract where you charge for our availability,
if you pay us for our availability, then of course you can penalize us for our unavailability. But since here we don't pay for our availability, this is us like.
Speaker 5 | 02:12:15
You know, give us the cheapest power.
Speaker 3 | 02:12:18
And when you can't subsidize our more expensive. But it's like I'm not talking about you guys but just like a water.
Speaker 2 | 02:12:26
Structure I enjoy it, I get get.
Speaker 4 | 02:12:30
I think yes, I put it in that context. And.
Speaker 3 | 02:12:35
So if it's okay that this... yes.
Speaker 2 | 02:12:44
Regarding this a of the change that money so what happens? Well, yeah, we. You should revisit this section 6.11E for clarity. Again, maybe simplify it since you're basically defining power generation. We can dismiss the 30% and I'll get back.
Speaker 6 | 02:13:45
Okay, I made my comment. We will take this one back.
Speaker 2 | 02:13:56
And I you're charing a bely that's so definition of liquidated damages. You should exclude that from other res.
Speaker 6 | 02:14:10
Where are we, Mr. mend?
Speaker 2 | 02:14:14
In section 611 scroll down.
Speaker 5 | 02:14:19
There you go. Before 6.2, it says including liquidated damages.
Speaker 2 | 02:14:27
It should be that the termation for call. Or you don'. Because.
Speaker 6 | 02:14:36
Okay, noted.
Speaker 3 | 02:14:55
It's about doing this. How do I make... I'll do it, just tell me some changes or...
So.
Speaker 6 | 02:15:10
So you're saying it's not defined? Okay.
Well, let's... I'm not going to... I'm going to see, you say the term is not defined. Whitecaps, this is obviously under discussion. Maybe this is something we need to decide to define.
Speaker 5 | 02:15:41
Well, or we just change it. Our power generation short.
Speaker 6 | 02:15:46
Yeah.
Speaker 5 | 02:15:47
That is defined and has been reta.
Speaker 2 | 02:15:49
Outside.
Any payment related to power generation. Shall we do.
Speaker 5 | 02:16:06
As IP today, otherwise we need to finalize any payments you have out of such generation. So, either way, it works for us.
Speaker 6 | 02:16:28
Well, here, let's... Obviously, this is a topic that we really need to... I think this is one of the biggest issues that we have right now. So, let's circle back and review the clause that Mr. Mendez wants to clarify. Bring it up with PREA and understand the shortfall. Obviously, if we're going to incorporate a mitigation, the issues that you arose regarding that treatment are unrealistic because this is not the same contract with the provisions of a taker pay.
So, let us all revise that, have that discussion with PREA. And then if we understand that it needs to be defined as a shortfall payment, then we will... If not, we'll eliminate the caps. If we don't understand that we don't need to define it, we'll just.
Speaker 5 | 02:17:17
Again the clause. Okay, sure, okay, 6.3. Okay, let's... We are during 7.1.9.4. You from here.
Speaker 6 | 02:17:32
Where are you, Maria.
Speaker 5 | 02:17:34
I'm with you, I'm.
Speaker 6 | 02:17:35
7.5 okay, perfect. Here I see something that is resolved.
Speaker 5 | 02:17:41
Yes.
Speaker 6 | 02:17:42
Okay, yeah.
Speaker 5 | 02:17:45
Because the retention is on the power ship, so that's not an answer.
Speaker 6 | 02:17:51
Okay, I have here a comment from Jordan. We propose to limit the party's liability to 5% over the fees of the previous twelve-month period. Happy to discuss with Prepa. This is one of the questions that I did to Prepa and haven't... Let me see... Received an answer as of right
Do you have any idea if... Then, if you are being... Maybe Miguel... I don't know if Miguel is there, but if you are being dispatched at 95%, it's not gonna depend on the site. It's gonna depend on the
you're putting the liability at 5% over the fees at the previous twelve-month period. Happy to discuss with Breba where they're saying, where Waltham says, proposing is to limit the party's liability to 5% over the fees of the previous twelve-month period.
Speaker 2 | 02:19:08
I don't see a big issue with that.
Speaker 6 | 02:19:10
I think we can present that. I think we can present that.
Speaker 2 | 02:19:13
I don't see a big issue, but we were.
Speaker 6 | 02:19:15
Discussed before. Yeah, me neither.
Speaker 3 | 02:19:18
But it's a super stunting problem.
Speaker 2 | 02:19:20
Yeah, I don't see it, I don't see an issue with that.
Speaker 5 | 02:19:23
And it's both ways because the.
Speaker 2 | 02:19:26
95% availability was based obviously to use the power to be able to use the IL power and it's gonna be used. But I mean, that 5% threshold is fine. I don't see any issue with that having it on a 12-month period not to have any motions because they are going to have some downtime to fix units or whatever.
And it doesn't exceed that in a 12-month range. I don't see an issue with that.
Speaker 6 | 02:20:05
Okay, we'll leave that at 5%. We'll incorporate and discuss the work.
This is customary for transactions of this nature, but we are happy to discuss during negotiations with Prepa. This is Maria, the invoicing and and.
Speaker 5 | 02:21:00
This are still discussing sites, and as you know, one of the possibilities is some, which is visible for us. In that case, this need to be completely off because we will be using natural GAs and units.
But we will have all... We are already in conversations with NET, so these will be adopted in that case accordingly. So very much we put it in this way, yeah, because we didn't know what site we few, but that needs to be revisited once we have site allocation and tailor of that specific s.
Speaker 3 | 02:21:46
Okay everything' see each other that so when would be the timeline for this other question like when would you say plu us it's definitely son you need to revise like this.
Speaker 2 | 02:21:59
So they told me that I just spoke with you earlier today, and they said that they would be spending the... On line diagrams today. And then the initial assessment will be done by the.
Speaker 3 | 02:22:13
Okay, but and like when is the target to finalize this.
Speaker 2 | 02:22:19
So as quickly as possible, but once I have that, I can let you know definitely. Someone is feasible, and I think you mean this contract. Yes, it was just promise.
Speaker 3 | 02:22:36
Because if it's soon, we have to modify the GAs and depend on our final agreement with the NP. We need to build a small tras.
Speaker 2 | 02:22:49
Okay? Yeah, and it makes sense. Sound like just give the thought for us. San Juan makes sense for you because if you can acquire a contract with a fee to supply the nity, that means that's perfect. A lot of that is online. I guess the.
Speaker 4 | 02:23:14
Another question. It's like close to survey if we're cheaper CTO serve, but why wouldn't we be doing to CTO serve?
Speaker 2 | 02:23:22
Well, one is that the environmental impact is very little a cost pass. So there may be other situations that we will have to monitor their meetings in terms of the environmental impact. Yeah, my only.
Speaker 4 | 02:23:46
Emissions or.
Speaker 2 | 02:23:50
And it was a tra we discussed with certain agencies regarding the water temperature.
Speaker 4 | 02:23:59
Understood. I didn't think that there was any other water branch.
Speaker 2 | 02:24:05
Just last time. Yeah.
Speaker 4 | 02:24:08
I thought that it was just he read it and on the admission scan. I mean, it's AI, it seems like they're burning their areas.
Speaker 2 | 02:24:17
You know that we did have a meeting regarding in the first r we asked for agencies that would understand that somehow we would be involved so we could have a teams meeting. So it we have a plan or ancies.
So that was one of our major concerns. Obviously, we're not talking about San Juan.
Speaker 4 | 02:24:47
You yeah, of course.
Speaker 2 | 02:24:50
So that you know that there's sort of agencies that are going to want to take a road.
Speaker 4 | 02:24:55
That's fine. Yeah, we're excited to talk to them. Okay, yeah, we grew up at early.
Speaker 2 | 02:25:01
I don't.
Speaker 4 | 02:25:04
Lovely. I used to work for you before. Yeah, they're all taking the day off and several days off for the last 41 days off.
Speaker 2 | 02:25:15
But the LA return agreement, that's nice. So yeah, they should be voting tomorrow.
Speaker 4 | 02:25:21
Yeah.
Speaker 2 | 02:25:21
But now I come down on Thursday, they'll see. Yes.
Speaker 4 | 02:25:26
Yeah, we're happy to work through it, but yeah, that was the only question was why would we get tested? But I said there's.
Speaker 2 | 02:25:33
Avis that's see I ordered that's why I find it very interesting. Finally, the issue is an issue? It's just a timing perspective, the SGSA permits for the South. Yeah, because the old guy has been very vulnerable about SBS and how that would have to go to a public hearing because they haven't.
Speaker 4 | 02:26:09
I.
thank you First.
Speaker 6 | 02:26:33
Pepper steak.
Speaker 3 | 02:26:57
Stir fries.
Speaker 2 | 02:26:59
Okay, I do not want.
Speaker 3 | 02:27:22
And we ordered lunch.
Speaker 5 | 02:27:27
And we invite you. What if it's okay we invite you for what?
Speaker 2 | 02:28:10
Very interesting. Come on. Okay, but I'm not... We have to get a computer.
Speaker 4 | 02:28:21
But sorry for everyone on the phone that you guys defend me.
Speaker 2 | 02:28:29
And other people. We go to the office at some point get.
Speaker 5 | 02:28:38
So we believe that we get a confirmation. Okay, so we'll move on.
Speaker 2 | 02:28:50
In terms of timing again, we're getting a break from the governor's office. So you would like to see this as soon as possible. And the only reason that we have is that the prayer informs us that Saturday, I think, is that they all... whatever number of contracts we submit, we have to submit at the same time.
Speaker 5 | 02:29:19
Speaking in parallel.
Speaker 2 | 02:29:20
In August, there are people waiting for us.
Speaker 5 | 02:29:24
We are the last.
Speaker 2 | 02:29:25
You're ready, finalized.
Speaker 5 | 02:29:27
Yes.
Speaker 2 | 02:29:28
So it would be good to have conversations over Thanksgiving or frankly speaking about how this is what the contracts are signed. And yes, they were... Yes, okay, we would like that out on.
Speaker 5 | 02:29:51
9.1.
Speaker 6 | 02:29:52
I am here. Okay, let's go.
9.1. Yes, we have here. We would like to discuss or negotiate and manage to adapt this cost to our intention to collaborate with PREPA and optimize that session as our.
Speaker 5 | 02:30:30
Which on taxes. Okay. So you're in pen.
Speaker 6 | 02:30:36
Right to home, and for people that's... Is that better, my Bonnas and CTOI? Okay.
Sorry.
Okay, you had a comment here, Maria. The parties may agree to a different mechanism, including depositing the disputed portion in a special account.
Speaker 5 | 02:31:18
So that's what we were talking about before normally, but we see this is really industry standards. So if there's a dispute about the new voice, what normally works is that you pay for the full amount of the invoice, the POR of the invoice, which can be in portion or all of it, is put in an escrow account, and that escrow account is not drawn by us until the dispute about the invoice is resolved by us.
So once it's resolved and then it's resolved in our favor, and it's not given back. So that's what we thought that it would be a good mechanism. Protects both parties. You won't be paid for anything that you're disputing.
Then we make sure that I'm sure this is not going to be the case, but it would be very easy to avoid payment by disputed invoicing. This you know, it can become maybe that, just not to pay. I put an objection and then, I'm with payment. Then that would be a little bit dangerous from our side.
So we think that this way could work for both of us. We have it in all our contracts.
Speaker 2 | 02:32:31
I don't see a problem with that.
Speaker 6 | 02:32:33
But I was going to ask Mr. Mendez and Oswaldo if this is a provision that they have seen in previous contracts. Prepa contracts. Well.
Speaker 2 | 02:32:48
In the latest contract that we're dealing with, the purchase of GAs, a similar cost was presented and was not accepted back. But we haven't tried that in this setting of this contract. It would be good, but in terms of the purchase of... It did not.
Speaker 5 | 02:33:12
S that's what I understand. Why it was not accepted by... So there wasn't one that this program, me or no.
Speaker 2 | 02:33:23
They simply stated that if there was a disputed amount, they were paid to. We're not saying that they're going to reject it. In this particular contract, it was a lack of contract. So I think that we can present...
Yeah, with that language, provide an example in order to... We have to deposit the disputed amount program.
Speaker 5 | 02:34:00
I mean I'm try I try.
Speaker 2 | 02:34:02
I don't think that are the paymous men directly buy very much.
Speaker 6 | 02:34:11
I believe so.
Speaker 2 | 02:34:12
I believe so because it's generation yep, I mean it's generation so it's a.
Speaker 6 | 02:34:22
It's a pay-as-you-go. I have a question. So you mentioned that the special account would be controlled by Gotham's?
Speaker 5 | 02:34:32
No, not controlled by Gotham. We can... It can be an escrow account that we will only be able to draw from it when we sit at the in the parties. So there's no control bypass. We wouldn't be able to touch to have access to that distributed amount. We just stay secure and until the dispute is resolved between the parties, it's based on that not to incentivize objections through invoices to withdraw.
That's the whole purpose of thes.
Speaker 2 | 02:35:06
Can we present it? We can present it. Actually, we haven't encountered any problems. There will be no any problems in the payment of energy that is generated input of it is these are payments that are our 201st. They are the most important things that...
I mean so we haven't heard of any issue. I understand that we're discussing this because of the possibility that it may happen, but it's not actually a big issue with the develop service system.
Speaker 6 | 02:35:45
Okay, we put the language and present a breach.
Okay, here we have the data.
Speaker 5 | 02:36:15
Here in the fourth major paragraph, it was found that there was a little inconsistency between the general for national and the exception. Let me just be mindful of it. So, if you see for mod clause, it says that one of the instances... This is the wording of the contract that we received. "Any delays or denial by the government authorities in issuing the required permits." That was the original wording when we go to the exclusions from force majeure if we go down pyramids there.
So, it's both considered as a course majeure event and an exclusion, which is obviously inconsistent. So, I think we need to take it out of the discussion since we have said that we need the permits to operate.
Probably it was just something that stayed, so in the next paragraph, in 11.2, yes, failure to secure or obtain necessary permits for authorizations.
Speaker 2 | 02:37:29
But which is a CP, so... But it is important to note that it would be applicable at the beginning of the contract, but not applicable as if you are during the duration because if you, for some reason, lose your permits because of operating correctly or it can happen, whatever it cannot be excused as a force work.
Speaker 4 | 02:38:12
What happens if all of a sudden the EPA comes in and has a regulatory change and says that that's not a change of no.
Speaker 2 | 02:38:22
That would be a change of law that would affect your permits. That's different.
Speaker 5 | 02:38:29
I see. What you say is just that. It says failure to secure or obtain necessary permits. Well.
Speaker 2 | 02:38:35
Then we will have to put payer to.
Speaker 5 | 02:38:39
To maintain my main exactly because we DES are responsible. And then.
Speaker 2 | 02:38:44
Maria it should be changed to failure to maintain necessary permits and authorizations during the period of the contract is.
Speaker 5 | 02:38:52
Because otherwise it might be the same on the top.
Speaker 2 | 02:38:54
And yeah, okay.
Speaker 3 | 02:38:57
Let's maybe add even for more clarity. Period. Main existing purpose. So my and Theles necessary. That's second.
Speaker 6 | 02:39:17
Okay, so I have done that. I've added for failure to maintain existing necessary permits or authorization.
Speaker 3 | 02:39:23
We believe necessary.
Speaker 5 | 02:39:25
Acquire or issue.
Speaker 2 | 02:39:27
No. Well, but basically how it reads now is more than Europe is when government authorities there is a delay in issuing the permits. The exclusion should be a failure to my name. Exactly.
Speaker 4 | 02:39:47
Yeah. So that.
Speaker 3 | 02:39:50
Failure to maintain.
Speaker 5 | 02:39:55
Can be into fast but not in the.
Speaker 2 | 02:40:00
Not in the past of.
Speaker 5 | 02:40:02
The authorities so it's clearly a course. MA, yeah, and we did everything in our hands and the authorities to it.
Speaker 2 | 02:40:10
If it's a change of law that that revo your permits for some reason that is.
Speaker 4 | 02:40:20
That's different, yeah, different things that I just want to make sure that wasn't covered in an exclusion number. It was like failure to maintain existing permits. But once it ends, if there is a change in law, then it can go back to the original and where we're.
Speaker 2 | 02:40:33
The beginning of anyone. Correct?
Speaker 4 | 02:40:36
Okay. Me make sense.
Speaker 3 | 02:40:37
Okay.
And if we can tailor to make existing relevant permits... Not all permits, but relevant ones.
Speaker 5 | 02:40:57
Are.
Speaker 2 | 02:40:58
Require. Well, required would be better because you need the permit to operate.
Speaker 6 | 02:41:11
Okay. Well, I. Anything other that you would like to include? Other than failure to maintain existing pater authorizations.
Speaker 3 | 02:41:34
We can put required solar GAs. I'll be good.
Speaker 6 | 02:41:39
Required so they can maintain required existing.
Speaker 2 | 02:41:48
Okay, perfect.
Speaker 6 | 02:41:52
Okay, let's go to the next.
Speaker 2 | 02:41:56
Yes, right next to the.
Speaker 5 | 02:42:02
That was it. It was a little bit of a unilateral clause. What we say is that if there's a force majeure from either party, they should have the right under the same conditions to terminate the contract. So, what we did was basically make it bilateral. We didn't change the rules. They are the same for you and for us to give us to.
Speaker 3 | 02:42:28
That's very fair.
Speaker 5 | 02:42:29
Yeah, you're almost there are you know.
Speaker 6 | 02:42:37
Yes, I don't see why not. It's only reasonable, right?
Any comments at the bottom? They're just trying... They want to make force majeure with a bilateral responsibility. Okay, yeah, me neither. Okay, perfect. And, okay, Maria, these current expenses you're asking about are administrative expenses, but this has been defined in the trust agreement and it incorporates technical expenses, which I had put in the other contract as it was defined in the trust agreement.
Fabian Velez | 02:43:24
You do that.
Speaker 6 | 02:43:48
So to your question, if this is administrative expenses, not necessarily... It involves operation, maintenance, and other expenses that are defined in the trust agreement. So, I'll make sure that in the draft that I send, I will incorporate that language for you to foresee exactly what your risk is there.
Okay.
Speaker 5 | 02:44:10
Exactly, that's what I was curious about. That would be great.
Speaker 6 | 02:44:15
Yes.
Speaker 2 | 02:44:15
Absolutely unrelated question. I was discussing this with US Father. What is the process for these payments as it relates to previous bankruptcy proceedings? Are these considered expenses? Does the contract have to be approved by the side of three George?
Speaker 6 | 02:44:54
And all honesty, I don't believe so, but let me. I can get a formal answer for you so that you can have it. But I don't believe so. What? I have always been... The conversations that we have always had with Hose Colon and the technical preparation is that this is to be paid immediately and that no PPOA has outstanding invoices and that this is a direct from the ratepayers.
So, we obviously have not gone directly into the invoices process, but not as of right now, nobody has ever mentioned that this has to be approved by the bankruptcy court or any committee. But we can get a formal answer.
Speaker 2 | 02:45:48
To pass to have for the okay area. And they can help us produce in.
Speaker 6 | 02:46:13
We're going to send a message to the finance department for them to send us an invoice approval procedure. Okay, I...
Okay, here, I have a question, Maria. You're saying that we understand that this agreement... We understand that there's an agreement on this.
Speaker 5 | 02:46:49
We are INFMS, yeah. This is something you remember. I think we discussed this during the last meeting. It is simply that we are responsible, I mean, on getting the permits and visas. But we do need support from the president's authorities as a facilitator, not ASAP. Job, Opline. We have it. It's just to make this a little bit executive order.
Speaker 2 | 02:47:19
Fort Rico Express, as you see, and we have the OE. It was like that.
Speaker 5 | 02:47:29
That order we had looked at before applying for something, our first offering indirectly. It's very broad, we believe it's very broad, and it can be very helpful to you and to us because it's extremely broad. The morning.
Speaker 2 | 02:47:48
Obviously, we're providing earning support, and you guys next. Yeah.
Speaker 6 | 02:47:56
Okay. Again, Luma definitely needs to be a facilitator, but all the internal studies need to be satisfied by the seller. Okay? So yeah, we'll engage some language in there so that it is for the avoidance of doubt we in SS. Okay.
Okay. Here's the cure period.
Did you present some? So we don't have the language for the alternative cure period.
Speaker 5 | 02:48:45
Nos there it is. If you go down, we don't have the language implemented. So what we propose is a 20-day business period. This second where we have in all of our contracts, there's a default. Most of the time, the way that the contract is, you give us an up before within ten days from the alleged breach so that we have time to react as quick as possible.
Then we have 20 business days in which we will hear the alleged breach. That would protect the contract for both parties in order not to be subject to terminations. What I did since we proposed a 20-day period, I marginally increased the specific periods and cure periods for the specific obligations.
So before, there were ten business days for payment of undisputed invoices. Since we are opening the QP, I think that's fair that you have a longer term to secure that. That's basically the thing.
Speaker 6 | 02:50:12
Okay, we'll presented that way, we'll present it that way.
Speaker 2 | 02:50:15
Okay, why did DIDS?
Speaker 6 | 02:50:39
Obviously, this is something that at some point was discussed. The reason why the time frames were so limited is because of an emergency power outage. We might be having a power outage in the hurricane and we don't have anything.
So the cure periods were left to be very small because of that issue. But again, the solution is power barges. So you do have to triangle and whatnot. So it's only reasonable for the increment as well. Again, let's have Prepa take a look at this.
And they can determine.
Speaker 5 | 02:51:18
I mean if it helps you most of the all of our contracts are most of the contracts are under and as far and I think.
The.
Speaker 6 | 02:51:41
This okay.
Speaker 4 | 02:51:43
Never safe right. Okay, on that.
Speaker 6 | 02:51:49
My assist termination.
Okay, I have a comment here. And termination payment.
Speaker 5 | 02:52:24
Yes. So for the termination payment, it's not defined today in the contract. So we need to come up to an agreement between us on what that termination payment would be. We have a comment on a termination for convenience on the case of the chief of staff that you will see later.
So we think that it would be fair to us as a termination payment, we get our cost with AP or our mobilization and demobilization costs are approximately at 150%. Cover. This would normally just to give you context, you would have a termination charge in another agreements, we would be asking for one year of capacity. That would be our normal standard termination charge. Things because of the nature of the contract especially.
And that's an impossible calculation to make. There's no capacity, there's no take or pay commitments. So I think that what is fair is that we cover our cost of mobilization and demobilization. We have been a supplement to the power for a lot of over 20 years.
Speaker 2 | 02:53:48
We care.
Speaker 6 | 02:53:50
People.
Have. I can tell you that nobody agrees with you more than us. No, we understand that is the reasonable right path to follow.
Speaker 5 | 02:54:13
Okay.
Speaker 6 | 02:54:13
But we did take this with another proponent to Breba and no mobilizations or mobilization fees were accepted.
Speaker 5 | 02:54:25
Can I ask you? Because the contract provides for a termination payment in case of a termination of your... On your side, on the port. So can I ask you, if you really had that conversation with Breba, what was acceptable for them, what would they just... To know what would be acceptable from our side because the contract already provides for that payment.
So what are they thinking about for that termination payment?
Speaker 6 | 02:54:59
In all honesty, they have not expressed what that would be. Again, we did this contract with some fuel acquisitions experts. And so again, this is something that would be considered.
Right, the normal course of business. But Breba has manifested that they don't want to be able to provide any mobilization. But we will take back if they would consider any termination payment and what would that reasonableness behind it?
Speaker 2 | 02:55:42
We need a termination payment because Prepa keeps the option to terminate on cost at any time. It could be.
Speaker 5 | 02:55:52
Day one, and if it helps you money. We are just trying to put the arguments on the table. The reality is that the contract, whether it class to where the fire termination tech... So it would be there. It needs to be one. We need to define what's the most reasonable one. Again, if you calculate our capacity or some dispatch calculation, it would be much higher.
But we just want this to be covered in our costs and a little bit extra for the loss of opportunity that we would have. But I leave it in your hands. So then you can sort it back with them and we can speak about it again.
Speaker 3 | 02:56:41
But just so you know, we are not asking for a mobilization, demobilization, we are asking for a termination.
Speaker 5 | 02:56:47
But what would be acceptable for them if that would not be the case?
Speaker 2 | 02:56:51
We came out with a demobilization and demoralization costs as you already have that inflow in the RP. And so Maria mentioned it's Dan over and what we usually would ask for.
Speaker 5 | 02:57:15
Since taking place with very hard to calculate another amount. So but these are behind us, but again, keep your hand. How are they happy and they're flexible to slow down and to find ways to solve this out? This is not okay.
Speaker 6 | 02:57:37
We'll do. We'll sort it out with them and see.
Speaker 5 | 02:57:41
If the other side.
Speaker 6 | 02:57:42
Deems reasonable.
Okay? So, okay, this is the same regarding the termination, okay.
Speaker 5 | 02:58:04
You will decide that.
Speaker 6 | 02:58:09
Okay, and we already discussed this. Your period, John edited this for clarity. This was eliminated.
Speaker 5 | 02:58:24
Yes the transfer of the.
Fabian Velez | 02:58:26
We are a.
Speaker 6 | 02:58:27
Yes yeah, that was from okay, this was eliminated. So that's hit resolved and this to...
Okay, here changing law if you change a people regulation government that occurs when the terms of people changing tax environment, the regulation each setter buyer so be 50% of the resulting increase in setter's costs, and the seller shall be reimbursed by the buyer for such portion of the increase in cost.
Okay. And I don't think this would be an issue other than maybe tie that 50% increase and as Blo to hear me out a second to see if we agree.
But they are putting a 50% increase. I don't know if we have a provision of the opportunity to terminate in such an event. Or if you want to leave it like that and see if it flies on other contracts.
I believe that if you have a 50% increase in change in law, you have the alternative of either verifying if you're willing to cost that increase of 50%. And if you do continue but at the end, you can pay the difference, but if not, you can terminate. Am I right or am I
Yeah.
Speaker 2 | 03:00:15
That what we established for other contracts. There's a 50%. You can either... It has to be mutually agreed that... I think it can either be divided or it could be canceled.
Fabian Velez | 03:00:25
I cha mag.
Speaker 2 | 03:00:32
It at a major.
Speaker 5 | 03:00:41
With no penalty time. I think that makes sense because it either restores the C of the contract or they leave the parties the right to make.
Speaker 2 | 03:00:56
Makes sense. It makes sense during that change of mo.
Fabian Velez | 03:00:59
Feeling here for a minute. What did you do? When did you get that information to go through as well as to do some that it doesn't really.
Speaker 6 | 03:01:06
So what do you think? Well, should we keep doing this without the termination CLA? Or do you think we should not take the risk and incorporate the termination? Obviously. Gothaams. Let us know what you prefer to follow.
Fabian Velez | 03:01:18
Very quickly, obviously there because I prove myself to me year after year and nobody is going to come here and turn me entire.
Speaker 2 | 03:01:21
What would you prefer?
Speaker 3 | 03:01:24
What would we prefer?
Speaker 4 | 03:01:26
I think it doesn't hurt that determination was that they're like an escalation pattern of determinations but like I think they're very reasonable.
Speaker 5 | 03:01:35
But I think we should have the option. Should have the option either to bear the 50/50 or sit down have a conversation and sit down. It's not longer meeting for two, but it needs to be a mutual agreement with no penalties on the side because it is about a change in law that we don't control, neither you or us.
Speaker 3 | 03:01:59
But I think we should be independently mutually agreed.
Speaker 2 | 03:02:04
That agreed those are nothing very... yeah, they have always always.
Speaker 5 | 03:02:08
Exactly to the.
Speaker 2 | 03:02:11
What is the reaction? Yes, but the right is very... yeah, you already have.
Speaker 3 | 03:02:16
That.
Speaker 5 | 03:02:17
I know it's okay.
Speaker 2 | 03:02:19
To terminate.
Speaker 5 | 03:02:26
The right to terminate they had to has a cost they had to pay us a bigation charge.
Speaker 2 | 03:02:33
In mutual agreement, pay a break-fee. So, it's a little bit different. It has to be exactly...
The investor or the most difficult CLO is now Sky, so I'm just happy about that.
Speaker 5 | 03:03:21
So we may want to have the right to terminate it on a unilateral basis.
Speaker 3 | 03:03:31
If there's a change in.
Speaker 4 | 03:03:33
Yeah.
Speaker 3 | 03:03:33
But this is the case if we don't have to share.
Speaker 6 | 03:03:39
Okay, so again, you have you want you have the option to share the 50% of the burden of the responsibility of the change in law.
Okay, we go.
Speaker 5 | 03:04:14
But maybe it's not really.
Speaker 3 | 03:04:15
A loss-making operation for us.
Speaker 6 | 03:04:21
I think that we have discussed this one. Maria, this is regarding the dispute resolution. Yes. Okay, so this is something that you're going to be looking into, so I would like to discuss this restriction. We would like to be able to communicate the existence of the agreement, capacity allocation, and term duration. Keep all information regarding pricing, payment security, and penalties strictly confidential.
Speaker 5 | 03:04:50
To be very.
Speaker 3 | 03:04:51
Very honest.
Speaker 5 | 03:04:52
It is a very favorable Hola or paper in terms of pricing, in terms of the nature of the contract, we don't sign anything because we are putting at your disposal an asset that is multiple millions of dollars.
Fabian Velez | 03:04:54
Is for in.
Speaker 5 | 03:05:11
So we can't let the commercial terms of this contract go out to the public because that would be harmful to us.
Speaker 2 | 03:05:20
Okay. So. And your other businesses.
Speaker 5 | 03:05:22
Exactly. So, we are happy to announce the existence of the collaboration of the contract by the details of what we have agreed for Puerto Rico. We would like to keep a confidential between us if that's.
Fabian Velez | 03:05:36
The se is.
Speaker 2 | 03:05:39
Well, remember that contract is going to be filed at a B.
Speaker 5 | 03:05:46
Yeah.
Speaker 2 | 03:05:46
And it becomes technically public.
Speaker 5 | 03:05:51
Completely cannot be redacted.
Speaker 6 | 03:05:54
Yes, it can be redacted. You can be sent a redacted copy, but again, in all honesty, I think that this provision was put on.
Speaker 2 | 03:06:04
But was put in... Yeah, that's I know there's a long Puerto Rico. I see that for basically like a local Floyer, the government information act that anybody can file an action for that forplacement doc can be taken over.
Speaker 5 | 03:06:27
Okay, but that's there's a request. There's a traditional request. Request?
Speaker 4 | 03:06:32
Yeah. Then you can go pubish.
Speaker 2 | 03:06:34
In the Vertco form of public contracts, to be valid, they have to go by with certain formalities that have to be drafted, but they have to be published. Okay, to be filed with the proverb.
Speaker 5 | 03:06:46
And we cannot meet that. For example. Price.
Speaker 2 | 03:06:50
But those are place to... For me, exactly a great secret it's.
Speaker 3 | 03:06:58
Stop I paraphrase the procurement process as it is already published and without that much left.
Speaker 5 | 03:07:06
I think the price is not out.
Speaker 2 | 03:07:12
I mean, you're concerned with pricing.
Speaker 5 | 03:07:14
If possible, they would like to keep commercial information reacted, if not possible because of the regulation. Of course, we go with what the regulation requires from us.
Speaker 2 | 03:07:27
There are things that we could classify as trade secrets or intellectual property benefit and stuff, but price.
Speaker 5 | 03:07:35
Okay.
Speaker 2 | 03:07:36
But this refers to one.
Speaker 3 | 03:07:41
You were saying this was not first introduced by us. I mean, this was introduced by another bidder in the previous negotiations by the okay. We are happy to accept however you accept confidentiality in other bidders' contracts. We are flexible as we worship in.
Speaker 2 | 03:08:19
But in terms of pricing specifically, everybody's.
Speaker 5 | 03:08:25
Everybody wants to know how you would have.
Speaker 2 | 03:08:27
A city that would be part of the press conference.
Speaker 5 | 03:08:30
But look, this is what the law requires. It's just that you can be completely assured that you have the best contract that we have ever entered into by far in terms of the project, in terms of the pricing. We wanted this project and we made a conscious decision to make an investment in Puerto Rico.
So you have the best there. We only doesn't send the president.
Speaker 4 | 03:09:07
And I don't think it does right now. We're getting negotiations from like five other groups in America that are at three times the price. That's the thing that's really difficult. Right now, we have people offering us three times the price in America, and if they see that we offered it at this rate in this state, they can do the math and figure out what we operate here.
The other thing is to see, I mean, there has to be an executed contract first. That's it, but you understand, obviously, we have these guys in Texas, Florida, and Virginia all around Louisiana.
Speaker 5 | 03:09:42
And I mean, you know, it's our goal investment we want to invest in Puerto Rian. That's a. That's a reason for that. Is that I would I will conference's.
Speaker 6 | 03:10:04
Okay will this cont be the language.
Speaker 5 | 03:10:10
Thank you.
Speaker 6 | 03:10:11
Yes absolutely, and the next comment from Jordan is for consistency with bar, we don't have an issue with that.
Speaker 5 | 03:10:23
I'll take that myself, and yeah, it needs to be this system must meet a minimum annual equivalent availability factor of 95%. It's a little bit beyond that because we have said it.
Speaker 6 | 03:10:34
Yeah.
Speaker 5 | 03:10:36
So I think it's just no repetition.
Speaker 6 | 03:10:40
Yes, agree, okay, no problem with that. This... Okay, this next one depends on the allocation for GMS.
Speaker 5 | 03:10:51
Yeah.
Speaker 6 | 03:10:52
So we'll leave that one pending, and the next is the contact accessor exhibit G, okay? This is the government requirements.
Speaker 5 | 03:11:03
Yeah, that's just a little bit inconsistent. The contract refers to something that we are about to execute. Just to make sure that the executing titles are the commitments. That's, obsessive behavior of a lawyer nothing that's okay.
Speaker 2 | 03:11:21
Thank you.
Speaker 6 | 03:11:23
Thank you. This definitely accelerates the process, thank you. We'd like to discuss this with Prepa. Okay, this is something that I don't necessarily understand.
Speaker 5 | 03:11:38
So we went to the executive order so that, at least from the previous governor of Puerto Rico, we understand that you have to include a clause for termination for convenience by the officer, chief of staff. We, of course, have no issue with that.
That's what we need to include. But we would like, in the context of the terminations payment that we discussed before, that whatever that payment is applies. In this case, we went to the regulation, and the regulation doesn't say that terminations for convenience would be without payment at all.
So, once I know that you say that mobilization and demoralization are not acceptable, we would like to define what is an "as termination payment." Once we define that, we would like to consider that it's a trigger for termination payment in case of a unilateral termination by the officer, the chief of staff.
It's a technology basically. It's a termination for convenience for us. Yes.
Speaker 2 | 03:12:50
But we're talking about termination pay. Would you consider the possibility of setting a threshold, for example, if you have been operating for...?
In what would there be a threshold that we would reach? If we reach that threshold, it's not necessary.
Speaker 5 | 03:13:31
The answer is, if you would be willing to consider... Of course, let's look at the threshold, and then we'll consider that we will need to probably run it to the board, but I think that.
Speaker 3 | 03:13:43
What do you mean?
Speaker 2 | 03:13:47
Yeah. Let's say that you've been here for years. If you have to charge a billion dollars in that event, that termination payment would not be good.
Speaker 3 | 03:14:01
Okay, that makes sense.
Speaker 5 | 03:14:05
It doesn't go very in line, to be honest, with the wording of the contract. Like it wasn't there because the contract determination clause as it stands. But of course we can. You say if there's terminations for convenience by the buyer on a unilateral ground, then there will be a relation.
But there's no threshold there. So we will be introducing something different to the context. But of course we would be happy to it a little bit like just a little bit of a deviation from the contract as it was never.
Speaker 2 | 03:14:42
Looking for.
Speaker 5 | 03:14:43
Solutionist solution.
Speaker 2 | 03:14:48
Is our concern, which is well, you move the equipment. Puerto Rico. And then you get well of course that thatation would have to be, I think, you will have to make the calculation. When would you expect that to be obvious in the process of your investment? You can scale that.
Seeing that people can.
Speaker 5 | 03:15:22
And that take care of the costs. Okay, no, we can.
Speaker 3 | 03:15:27
Scale it down. We can set the version where it's.
Speaker 2 | 03:15:31
Yeah in piece, do is of course if you're it's going to be your investment so if you are aware of solid investment will that equipment here. So it's very. It's me. This one. That's memory.
Speaker 6 | 03:15:55
Okay, well, I incorporated your suggestion regarding the chief of staff. And once we've determined the termination payment, what it may be, make sure that obviously if it gets terminated for this particular reason, it is considered for the termination payment.
And I added a new comment. Whereas to let's consider a threshold depending on what year the contract gets terminated. And I believe that with that comment, we have already reviewed all the pending comments.
So we have to go back, redress the wording, ask pray a few things. And so I have a question: can we work on the same contract so we don't have to go back and if we do some comments.
Speaker 5 | 03:16:46
I think you can share it with. Where do you have it? Story? You have it in your point?
Speaker 2 | 03:16:51
Yes, you should.
Speaker 5 | 03:16:53
Be able. You see, on the right top side there's a little.
Speaker 2 | 03:16:59
You wouldnish.
Speaker 6 | 03:17:03
Me if I do that. He has to do it himself.
Speaker 2 | 03:17:06
Has has to do our shareholders so they can have access. We can... We have a shareholder.
Speaker 4 | 03:17:13
They can work out of that if you want.
Speaker 2 | 03:17:14
We do have exactly. We do have a shareholder with GOS already, so we have to work through that shareholder so that GOS and ourselves could have access to the documents.
Fabian Velez | 03:17:26
I'm here.
Speaker 6 | 03:17:27
Okay, great. Because when we have to work with different versions, it's always a mess. Okay, yeah, I hate it. Yeah, so let's do something. Let's go. Let's do the same process that we did last time. Let's make sure that we translate all the notes that are in Spanish. For that, everybody in Gotham's has accessibility to what the comments are.
Fabian Velez | 03:17:42
Nine.
Speaker 6 | 03:17:47
And do it through a share folder so that we make sure that we are all working on the same document.
Fabian Velez | 03:17:52
Okay.
Speaker 6 | 03:17:52
We will be sharing, providing some language, discussing with Papa, and hopefully we can get this settled as soon as possible.
Fabian Velez | 03:17:52
Perfect.
Speaker 5 | 03:18:01
There was one issue that we wanted to discuss at least. So we propose for three slides and we know that you're in parallel conversations and negotiations with the three as. So I don't like this is something that we tend to contractually but I just want to know what would happen let's say if the decision falsely why are they having to cover this? Why would I, the allocation of that site and that capacity because we would want to have my numbers to propose to work on that side. We have the equipment ready. We are to deliver, so we want to... In my mind, a lawyer should automatically be offered to the other parties.
But I don't know if that's how we did it.
Speaker 2 | 03:19:01
That's how we did it. But we had only our expectations, okay? Let me draw. Then we assigned costs to our expectations. So it's something that has already happened that way we've got it. Do you think it is impossible to include it? That's the question. The contract in consideration that were the lowest price. Yes, I think the three of the three sites are included in the contract.
Speaker 5 | 03:19:40
Three sites are included in the contract. That's right, because it's a general contract. We didn't know whether the penalty.
Speaker 2 | 03:19:50
Aside from the street sides. You understand that there's a language regarding motor sites? Yeah. So the other sites put into the RPGS, as I explained in the technical meeting, were built there to find solutions to additional solutions to the initial problems in both American and COMS public AAN, which was very interesting to us because of the proximity to it. The most of the generations... This is something it was decided correctly.
60% or more. The generation is in the South. And then most of the.
Speaker 4 | 03:20:35
Conception is one.
Speaker 2 | 03:20:36
So it was very interesting to us to see that project. And that's what we're going forward with, how we see it. But the same as we talked in the technical meeting when you were in the present, presented all of your projects by saying we are interested in all these projects, and everybody knows about these projects.
If anybody of any of the other performance fails to proceed or nobody can proceed with the project, we will definitely reach out to the proponents that will be interested specifically in this case. This is very one-presented for all the.
Speaker 5 | 03:21:21
Okay, we are the only ones that don't have that information. We're the only ones presented for the three sides of the on.
Speaker 2 | 03:21:29
But we will present that depending on the site that doesn't continue. Okay, we will present the information to the companies that did present them. Okay, I can make a suggestion. Yes, we're going to go back to B2 to get some responses. What?
Maybe we can include this proposal language on an RFR and see how they receive it.
Speaker 6 | 03:21:54
And what do you mean, "your requests for reimbursement"? I understand.
Speaker 4 | 03:22:06
That there's too many.
Speaker 2 | 03:22:08
That there are a lot of requests.
Speaker 6 | 03:22:10
Yeah, okay. And well, actually I'll be honest. The other proponents have required to incorporate the clause, and I believe the clause has been drafted. So we will have a discussion on the issue with.
Speaker 2 | 03:22:35
We're looking here.
Speaker 6 | 03:22:42
Sorry, I think that I got interrupted there. So I think that what we need to discuss is how the dispatch will be handled on the PPA side regarding the other two proponents. If there are still two other proponents, or even if there's still another proponent, we never know what's going to happen in the end, right?
So I guess it's going to have to be... We'll leave it to Breba, right? But the balance between pricing and execution and the timely execution of the parties. Right.
Speaker 2 | 03:23:14
And I believe it might be two all related but separate things because you're this R is for.
Speaker 4 | 03:23:20
800mw.
Speaker 2 | 03:23:22
And let's say someone falls out, drops out, et cetera. There would be necessary to cover the benefit contractually. And then the next step would be to dispatch. Or do you think they're just thinking of managing any, let's say, shortage due to the lack of contracting 800 administratively through dispatch?
Speaker 6 | 03:23:46
I'm sorry. I didn't understand your question. I'm sorry. Mia, did you understand the question? No.
Speaker 2 | 03:23:58
They you like to switch the splash. No, I'm fine. Okay, the request for the RP was for 800. That's what Lu and predicted that we would need. Obviously, we'll trans out to RP to find those 800 if we could find it.
The need is still there. So if any proponent drops out, the need is still going to be for the hay. It is all to prepare if they want to extend it, right? So if they say, it's fine, we... If I don't expect to make an extension and no, not extend it. Let me extend the invitation to say welcome. I want you to handle any ray or across the floor.
Speaker 4 | 03:24:52
Because you don't know necessarily. It's theoretically saw, but they still... It's been something for.
Speaker 5 | 03:24:59
And would have normally... You guys have the instructions to execute and Maine cons at 100 right.
Speaker 2 | 03:25:07
After the RFP.
Speaker 5 | 03:25:09
Yes.
Speaker 2 | 03:25:09
Okay because the RP those two up to that it.
Speaker 6 | 03:25:20
But I would like to agree that as part of the issues that we wanted to ask pre... Obviously, we have not done so because we don't know if we're going to select 123 and to what sites, right? So we have another proponent, just like you presented San Juan, another proponent suggested an alternative site that it's not a quota, it's not a T.E. AG. De. Sa or San Juan. They presented another solution, and that solution presented up to 400.
So we were already looking into a situation where we were considering asking the Puerto Rico Energy Bureau if they would consider extending the 800, the original 800 cap, obviously taking into consideration that there's another RP going out with the 3,000 generation necessity in Puerto Rico.
So in order that we can increase the capacity in case we ultimately sign with the three proponents selected and we incorporated this other site, it will definitely exceed the 800 megawatt. So that's something that we have on our pocket.
But it's going to depend on who gets assigned what and if all the props get selected. I don't know if that answers your question because I did not really understand your question at all. But that's where we are in that sense.
Speaker 4 | 03:26:38
I'm curious. What's the other site? Because when the news stories come out, it always says that Gotham's actually doing San Juan and these other sites, but the other two would just suggest for here.
I mean, is there another site that they're mentioning? I mean, why isn't that in the case?
Speaker 6 | 03:26:52
But I don't know if it's... I don't know if that's right now protected at the... or under the NDA. Always say things get shared and I don't know if that's something we can share at this point. If it's okay to share, we can share.
Speaker 2 | 03:27:09
But. basically, the Lisa pay was not limited to those two sites. No, I'm.
Speaker 4 | 03:27:17
What I'm saying is that at Gotham's we never publicly announced that we were going to be proposing in San Juan. But that's come out in the news that we're proposing San Juan. And one of the things now that we're hearing is that someone could post 400MW somewhere, right?
This has never come out.
Speaker 2 | 03:27:33
They haven't actually proposed a phone because we said, "We cannot give you anymore because it exceeds our PEAT." So that's why my... said we will have to go to the board to see if they can extend their HAY hardware to see if we can actually consider another SE because everything else has been assigned to specific companies.
Right? So this is a snack. So it's not that they... It's already another place assigned. And so they say, "We can do this here." And we say, "Wait, you already have your assigned, you cannot present anything else. We can ask if we can present it and if you can then understand that's why it has an excellent situation.
Speaker 4 | 03:28:20
Understood that it was a misunderstanding, right? I thought... Yeah, I thought there was something that was like... No.
Speaker 3 | 03:28:29
I'm sorry. Just to clarify, when you first sat down today, you said, "We already have some guidelines from Trapa and we can execute without going back to pref.
Speaker 2 | 03:28:42
Yeah, well.
Speaker 3 | 03:28:43
Did I catch that correctly?
Speaker 2 | 03:28:45
If we have an approval from.
Speaker 3 | 03:28:47
The board to.
Speaker 2 | 03:28:50
Go to negotiations and if the contract stays within the line of what was originally specified, we don't have to go back to.
Speaker 3 | 03:29:02
But now what do we have to go back to prepa?
Speaker 2 | 03:29:08
So there's certain things that we need to ask them if they're okay. Yes, and they're the ones... I mean, the yes.
Speaker 3 | 03:29:17
But like what are the things that are okay today? Those are the things that we will take for Grant.
Speaker 2 | 03:29:26
Well, there are different issues that you have brought to our OC that were not specifically covered by the minutes of the Board of directors of Prepa. So these are not the things that would be... What did you say? You spoke with that? You mean the board's be on
okay, it's just it's nothing but the general.
Speaker 3 | 03:29:56
And what will happen, like if Prepa doesn't approve of some of the things, then we come back, we sit down, we the bushing or what?
Speaker 2 | 03:30:07
Yes, but we'll inform you first that we have a situation with these for that and we'll discuss it.
Speaker 3 | 03:30:16
Okay? So they will not just say no, we didn't bottom the link got down and.
Speaker 6 | 03:30:24
Excuse me, I am sorry to interrupt. I have to go. I have another meeting at 01:30. So? 01:30 is a hard stop for me. But I will leave you with Oswaldo. And Miguel Kang is presenting the contract in case you want to add an additional comment.
So that will be inserted before the meeting is over. But I want to thank you all for your time. I appreciate the conversation very much, thank you and have a wonderful day.
Speaker 5 | 03:30:55
Thank you.
Speaker 6 | 03:30:57
Thank you.
Speaker 5 | 03:30:58
Do you think that could happen within this week? And it's not a rush. It's because we are here, basically. Yeah. So you.
Speaker 2 | 03:31:07
You mean that present.
Speaker 5 | 03:31:08
The go back to the General Council and then they can come back so that we... I mean, we are here and we.
Speaker 2 | 03:31:18
Not today, tomorrow.
Speaker 5 | 03:31:19
Okay is that.
Speaker 2 | 03:31:21
And we're not we might not do it today because today is holidays, it's a yeah, the better holiday.
Speaker 3 | 03:31:29
Okay.
Speaker 5 | 03:31:30
Thank you for working.
Speaker 2 | 03:31:31
Yes, I wish.
Speaker 4 | 03:31:34
To you.
Speaker 5 | 03:31:36
Okay.
Speaker 2 | 03:31:36
So it's that's why we might not send it, but we might send it later.
Speaker 5 | 03:31:41
But today you may have an answer tomorrow.
Speaker 2 | 03:31:46
Here we sit down with that tomorrow.
Speaker 5 | 03:31:48
Okay, we are here happy to come back. And this time, Lu on us. It's nice. Yes.
Speaker 2 | 03:31:56
So actually, we have you know what the big right. Okay, so we have a contract we work very closely with the executive director and his council in England. They carry a lot of weight and manage to pay.
Usually, to go we do a presentation to Prem at the same time, consult with them because we know that from the executive director for the three-year director for the energies is okay. So he carries a.
Speaker 5 | 03:32:53
Happy to be back.
Speaker 2 | 03:32:56
So we're going to discuss this issue as well with these council people. There's something that they can do with Papa in terms of comping them, but requests that you've made that would be great. The question regarding the fuel, we're assuming that the fuel that is used to generate energy that is eventually sold to FE is exempt from the Livia tax. Is that correct? Is that something that we have to have?
But that's an issue that I think one of all the ways for Puerto... Yes, I will have to check on that to make sure it's... I know that PREPA is an exception, but not SA, the one that sells to pay. It's not so. Yes, that's my understanding, but I'll do the check.
Okay.
Speaker 4 | 03:34:09
The US of a lot of government services contracts that we do, we're exempt from sales tax because the end sale of the item, if it's going to the government, is exempt from sales tax. Okay.
Speaker 2 | 03:34:19
But sales tax from what, the state government or the board?
Speaker 4 | 03:34:25
We're exempt from sales tax on both, yes, so both. So what happens is, let's just say I buy a medical device or an ambulance or whatever, and I'm offering maybe that's a BA example, like sandbags.
Sandbags are used after a storm. Usually, when they sell it to another company, they charge you sales tax because the end consumers of the US.
Fabian Velez | 03:34:47
It's something that we.
Speaker 4 | 03:34:49
Government or a US governmental entity, they're exempt from all that.
But that's. I don't get taxed to the other guy. Then whether they can say goes to the government, then there's no facts.
Speaker 2 | 03:34:59
ONO but that shouldn't be difficult to find out because we have others in Puerto Rico and purchase GAs in order to produce energy.
Fabian Velez | 03:34:59
And a man who feels like as pleasure.
Speaker 2 | 03:35:10
Sure. And so to as to. RO yeah.
Speaker 4 | 03:35:15
So I think the only difference is that this is an emergency tender rather than this being a private company that's coming in and has a power plant in Long Island. This is a short-term emergency contract rather than being, "Hey, I'm going to go build a power plant in the middle of.
Speaker 2 | 03:35:33
Wes from utilities from the sprint for very low is the bull bracks which has to do with construction and taxes. And it was decided that Prayba is a send as well and keep users Insta in ways for the most work but not going backwards, not accept the reason I asked.
You know, I believe that is a really steep tax.
Fabian Velez | 03:36:06
Where they profess to have big challenges coming at profits down here and students don't snow.
Speaker 2 | 03:36:07
We have to so it would be nots are to cast and inde.
Fabian Velez | 03:36:21
So on these projects they think they're trying. They have all this resale philosophy for the.
Speaker 2 | 03:36:24
So it applies to a few day.
Fabian Velez | 03:36:30
And the lower half is the most unique. There are such properties.
Speaker 2 | 03:36:35
So I hope that you're wondering that people need to clarify that because if it is subject to that, maybe we can finally be able to leave the structure of the transaction differently.
Fabian Velez | 03:36:36
Another huge misconception.
So many women. They have it. We want it up. They just lay there too. So.
Speaker 2 | 03:36:55
So we benefit from the bit by extension.
Speaker 5 | 03:36:59
And that's yeah, for a later discussion with CA and we try to find the best way to structure the whole project. I need me.
Speaker 3 | 03:37:10
So some old items. I wish Maria was still here, but some of the items we left on the contract are the arbitration seat. Yeah, the payment guarantees. And what else did you say about the number?
Speaker 5 | 03:37:26
We say that we would come back with a termination of payments scale down.
Speaker 2 | 03:37:31
But all of them, we have to present before negotiating, we have to present to see whether those items are considered okay.
Speaker 3 | 03:37:41
And only then are we on standby to discuss these items after you're discussing that up, right?
Speaker 2 | 03:37:51
We'll be in Puerto Rico in two months.
Speaker 3 | 03:37:55
When do you think we'll see your.
Speaker 2 | 03:37:58
Well, we're going to be presenting these issues the latest before noon tomorrow, and we'll press for your responses. They have their own legal department and that same cor. We would present the matter to the P3s for their determination. Usually, if the P3s approve and they see it,
that's a good option. Sure, I would follow that. Our access to P3s is very good. So, we basically are contractors, so we could be discussing negotiations with withings.
Speaker 3 | 03:38:57
Let's not keep you busy. If you let us know the schedule to Ron, Carlos or Antony, then we'll coordinate our logistics accordingly. Will either go to Florida or South Boing do. So. We'll be close by either way.
Okay, we call that be.
Speaker 4 | 03:39:20
F thank you.
Speaker 2 | 03:39:24
I'm holding for it right now. It's staying here, so welcome to the meetings. They are around known if our cars are something lower, kind of thank