mquinones@recomspr.net | 01:55
2D morning, a turkey.
Fabian Velez | 01:59
Okay marsa yeah no power abol okay go as can be a lot okay and another person I' be pe okay we pay we' on invitation I'll give but I donna kucha rid of you have it nosa ccha okay lis okay boy yeah Maria moo poo [Laughter] dall it boy [Laughter].
mquinones@recomspr.net | 02:09
Yes, see, it may help us. And yang.
Speaker 3 | 03:05
Hello there guys, good morning, how you guys doing?
Fabian Velez | 03:07
Hello good morning. Fine. [Laughter].
mquinones@recomspr.net | 03:13
Hi everyone. Nice to say he.
Fabian Velez | 03:27
Let me see if Juan Gonzalez said he was joining. Miss.
mquinones@recomspr.net | 03:41
So I is everybody from Gotham's team present.
Speaker 3 | 03:49
Great, we have one more joining, I believe.
mquinones@recomspr.net | 03:52
Okay, but let's about for a few minutes.
Fabian Velez | 03:56
I just sent, an invitation to a correction on some of Gotham's emails.
Speaker 3 | 04:02
Yes, yeah, exactly, we're sharing him the link right now.
Fabian Velez | 04:03
M Memet kut met. Okay, I did that same thing. I send a new pic.
Speaker 3 | 04:11
Perfect, thank you.
Fabian Velez | 04:12
Okay?
Speaker 3 | 04:14
Yeah, we really appreciate that.
Fabian Velez | 04:16
Okay.
Speaker 3 | 04:16
Use a lot of in addition, just to cover. And then there's one more that I think Juan Carlos is going to join us as well.
Me?
If he's in the. If he's in the. The meeting. That would be great. If we could accept him. C.
Marilla, I just sent the link to Juan. Carlos too [Laughter] now Elletta.
Fabian Velez | 05:26
One let me see Juan Mendez. It's online I there. You know Mam it ha. Okay.
Speaker 3 | 05:46
That's everyone from our side. I think we're ready to go if you guys are.
mquinones@recomspr.net | 05:50
Yes, fantastic. Well, welcome everyone, nice to say hello. I'm Marilla from the 3PPO. And with me, I have AAN, Bees, and Tapia. I don't know if Wong was able to meet, and he mentioned that he could be available.
But we have instructions to do this as soon as possible. So, what we want to see is... I know that there... What? I'm going to be presenting the model contract that Gotham sent to us so that we can go over the changes provided and proposed.
I have a few notes that we will be discussing, and obviously, there are certain things that Prepa's going to have to... In the end, have the last word, but I want to make sure that I have a term sheet that I can provide Gotham and Braba after this meeting so that there are less outstanding things and see if we can finalize the terms so we can submit the proposed contract to the PREPA board. We have eliminated the condition that if we do not suffer material changes from the RFP guidelines, we do not have to go to the PREPA board again.
So, we will directly go to the Puerto Rico Energy Board. Once it is approved by the PREB, then it will automatically go to the F&B for approval. Once approval from F&B... Well, that's the final step.
So this is the first step I would like to go over with you. Let me share my screen so we can all see exactly the same thing.
Yeah, this is it. Please confirm that you can see my screen.
Speaker 3 | 07:35
We're seeing it now.
mquinones@recomspr.net | 07:37
Okay, fantastic. Okay, so I think that the best way we can do... I think we have comments from myself and from Jordan. We can go directly to each comment and see if that will do the trick. Okay. Okay, so some of my comments are from August.
So I think that some of these might already have been resolved. Maybe somebody had a comment on Carlos.
Speaker 3 | 08:06
Did you have something to say? I think we're.
Speaker 4 | 08:10
I just joined through the computer story about.
Speaker 3 | 08:13
That. No worries, I'll get.
mquinones@recomspr.net | 08:17
Okay, so my note here is the currency rate. And okay, so I'm a bit confused. So Gotham presented a price, a specific price for AG, San Juan and Costa Sur, but the contract establishes nominations, am I correct? That will vary in the pricing.
Speaker 5 | 08:50
No, there's no... We can maybe go to the Marilla. We can go if you want to the price clause. The contract doesn't have nominations, but it has... Let's go to the... I wish we could get these comments a little bit beforehand so that we can have a chance to see your comments and to address them fully.
Speaker 3 | 09:13
Yeah, it would be helpful. I mean, this is a contract that we issued months ago.
mquinones@recomspr.net | 09:18
Yes, absolutely. This is the final essay. I think that we can maybe just have a little discussion so maybe we can have any questions, outstanding questions. Maybe there's some things we can clear on the conversation today, but after this discussion again,
I will send a term sheet with the proposed changes that Gotham's provided so we can all be aligned. Okay? But I just want to make sure that we understand specifically the changes and there are certain conditions here that Gotham's team has to have prior to...
So we can.
Speaker 5 | 09:56
Okay. And Niela, it would be useful for us to know how many megawatts have been allocated to us to have a little bit more information about the location.
You understand that it's important to us in terms of the deployment of the assets to understand that we have been waiting to hear from you guys. We are very happy to be sitting with you.
That's an important piece of information for us.
Fabian Velez | 10:25
No. go to the island.
mquinones@recomspr.net | 10:26
Absolutely. I don't have that information right now. Maria, I obviously know that three proponents have been awarded. No specific sites have been awarded to these proponents.
So we want to really understand if contractually there are things that will set us apart that deviate too much from what the RP guidelines are and what is.
Fabian Velez | 10:45
Go through.
mquinones@recomspr.net | 10:49
And that's so, and other guarantees are required, even though the proponents have manifested that sometimes no guarantees are hidden issues along the contract. So we want to make sure that everything aligns with the instructions that we have and ultimately see if we have three proponents, right?
Okay. So once we understand that the three proponents are all really viable for contracting, then we will be seeing which allocation, which site allocation, will be best to go go.
Fabian Velez | 11:13
They only some.
Speaker 5 | 11:21
Okay. So since we didn't have what we would like to do is to understand your comments, and we would reflect on that if that's okay.
Fabian Velez | 11:28
Army.
Speaker 5 | 11:33
But if you could explain your comments without us giving a comment back today, would that be helpful so that we take it back to us, we reflect on that, and then we have a very productive session?
Fabian Velez | 11:34
I think one of the toa. Now that we are Malay. Officer.
mquinones@recomspr.net | 11:47
I'm sure. Absolutely. I don't expect definitive answers on this call. And again, I just want to make sure that we're familiar with the concept, that we understand the concept correctly. That and...
Then once we know that we understand the concept presented correctly, we will circle back with the term sheet. Which are going to be the terms that deviate from the model contract so that we can have a discussion with Preba and see ultimately if those are things that they're willing to commit to.
Speaker 5 | 12:18
A perfect we are all years and taking good notes.
mquinones@recomspr.net | 12:22
Perfect. Thank you so much for being available to have this discussion. Okay, so I see that you introduced a new definition, which is the currency rate. My concern is that this somehow exposes Prepa to changes in currency that otherwise they wouldn't be. Can you explain a little bit why you are introducing this currency rate figure?
Speaker 5 | 12:56
But you agree with what we just agreed on, I'll take notes of which are yours. Okay, perfect.
mquinones@recomspr.net | 13:07
Okay. I'm just putting the note. It will go back to the legal team for definitive. Yes, perfect. Okay, so the next comment here is from Jordan. Is Jordan on the call? Hi Jordan. Okay, to be discussed in negotiations and be adapted in accordance with the offer.
Okay, so here we're discussing about the 60-day window. Jordan.
Speaker 3 | 13:51
Hey, I'm sorry, Jordan. Jordan's sitting across the table from me. If you want to say anything, I mean, but yes, I think that this was a... I mean, I think Maria is happy to take the front on a lot of these conversations.
Speaker 5 | 14:06
Yes, I'm happy with my team. So, just tell me, what's your concern about this comment?
mquinones@recomspr.net | 14:12
Okay. So you're saying that the comment in the contract is that this particular deployment period of the 60-day window will be disclosed to negotiations and can be adapted in accordance with the offer that's been coming from Gotham's?
Speaker 5 | 14:30
Yeah. So the reason for that is that we have proposed we have made an offer with different deployment. But we don't know the site, we don't know the capacity. We don't know where we are in terms of what you need from us.
So, we need to have a little bit more of information from you in order to discuss this. That's basically the reason we were too much in the darkness to accept that term without those.
Speaker 6 | 15:04
Yeah, if I may jump in. In our commercial offer, we gave different options with different timelines for different sites. So that's why we put a comment here. Depending on the final decision by yourselves, we would define what we write here.
mquinones@recomspr.net | 15:23
Okay, perfect, that makes sense, so I'm making a note. Once we understand the specifics in megawatts on location, they can confirm deployment time. I have a question in regards to this deployment period. You had mentioned in previous conversations that you had already engaged in conversations with the federal government regarding the permitting. Are there any advances in regards to the discussions and permitting?
I know you don't have the specifics of where and what, but in regards to a timeline of acquiring those permits.
Speaker 3 | 15:59
Yeah. That we're talking to them about accelerated permits. We still need to understand what the specifics of the project are in order to file for a permit. So okay, if we have rough specifics today, we can likely begin processes to begin permitting and have it as quickly as possible.
mquinones@recomspr.net | 16:19
Okay, perfect. Let's go to the next comment. Equipment specific definition of equipment in line with proposed technology. We agree. Okay. I think this is okay. An alternative site to be added. A comment from Jordan.
Okay, so here and when you say the alternative type to be audited, you're as you're saying San Juan.
Speaker 5 | 16:51
Yes, or any other alternative site that could seem suitable.
mquinones@recomspr.net | 16:56
Have you identified any other suitable site?
Speaker 5 | 17:01
No, we have identified San Juan and we were in a discussion with you over the last months in order to do that so we can continue that discussion. But that's why it's there, because it's only mentioned in Costa Sud.
So it's just a note for all of us not to forget to update once there's another site, basically.
mquinones@recomspr.net | 17:21
Okay, fair enough. Okay, so here we see that you have introduced again the floor index price and we are okay. So the floor... I'm basically putting everything on the TTS. I'm assuming you would assume that it is because we were given a specific price that you already had the contract, right, with your LG supplier and the GAs price would have already been...
So your contract is based on the TTF index price.
Speaker 3 | 18:08
We can discuss this further. I think that you're concerned about what is what.
mquinones@recomspr.net | 18:12
Yeah, I just want to understand if we have a price, if there's any way that this... Because I see a lot of formulas, how if this anyway this affects the pricing and how... Okay.
Speaker 3 | 18:27
That will circle back at you on that.
mquinones@recomspr.net | 18:37
Okay, let's go to the next comment. Any alternative side to be a bit by party should be added here. Okay, that's fair enough. Any alternative item should be added here, fair enough. Okay, we introduced the review period. It says means each consecutive three full calendar months period following the CALD during which relevant fuel price index may be reviewed to reflect any increases. The first review period shall commence on the first day of the month following the first full three calendar month period after the CALD, with each subsequent review period continuing on a rolling three-month basis.
So I am assuming you want to circle back and review this
Speaker 3 | 19:26
Yeah, we would love to get your thoughts on yeah.
mquinones@recomspr.net | 19:30
Yeah. So that's what I was basically... So what am I understanding? Are we reviewing the pricing every three months?
Speaker 3 | 19:39
Let's get back to you on that one.
mquinones@recomspr.net | 19:41
Okay, yeah.
Speaker 3 | 19:42
That's I think that we need to talk internally on a lot of these different things. I think that we need to understand again. This is a contract that we submitted several months ago and have not actively been reviewing.
I don't think that we have time or the proper ability to respond to all of your comments today, but I certainly can say that we will respond to them in a timely manner and be ready to go with these as necessary.
mquinones@recomspr.net | 20:06
Thank you, Goner. Again, that's fair enough. We don't expect the answers to be today, okay? We already went through this one, okay? This is the same. The Jordan is taken care of. We reviewed this and we agreed to modify it to be consistent with the article on severing obligations, stating that the authorities or seller obtaining the permits for the obligation shall remain on the seller.
Okay, perfect. I have the okay. So here we have a comment from Jordan saying that they would like a longer notice for extension. Okay, I understand this. I think that's fair. When what do you think, Jordan, would be reasonable?
I think you'll have to tell me today.
Speaker 3 | 21:24
We'll get back to you on that, but we'll take note of this. Yeah, that's a very fair question for you to ask. Yeah, thank you.
mquinones@recomspr.net | 21:38
Okay, and see the comment above. This is in regards to the notice. So that has been taken care of.
Okay, so we the conditions precedent to the seller's obligation.
Okay, so you're seeing conditions, precedents, condition precedents, we're going again.
I think this is reasonable. If you would like to revise, I don't see many issues with with.
Speaker 5 | 22:49
There's no need to revise if you think that it's reasonable. Yeah.
mquinones@recomspr.net | 22:52
Okay.
Speaker 5 | 22:53
I take a note. That's 3.4.
mquinones@recomspr.net | 22:56
Yes, again, like I always say, I'm little Marilla. I have to always say, "Circle back to try to reach the person who makes the decisions." I'll make a note here, okay?
Speaker 3 | 23:08
Don't worry, Marilla. I'm a little gunner, so you don't have to worry. So, there's always an executive board and all these things that you have to chat with. So that's why we're going to have to circle back on some things.
mquinones@recomspr.net | 23:31
Okay, so we have another comment here from... Okay, this is fair. This is where we're adding someone to this clause to be added according to the award contract capacity. This is fair and understandable. Again, okay, so this is just establishing that the capacity of 95% is calculated for the 12-month average, subject to contractual remedies.
Okay, I'll revise with... But I don't know, we... I don't foresee any issues here. Making notes on the comments, okay? It's easier for me.
Okay, so I see that you've just changed immediately for probably... I really don't see an issue that I will revise with pre again, perfect.
Okay, this is fair again. Instead of becoming aware, I think it's reasonable.
Twenty-four hours begin. Okay, so you're leaving that 24 hours. That's good. So here I have a comment from Jordan, and she established that we would like to discuss a mechanism for such back-up deployment. Is this something you would like to discuss now, or would you prefer to circle back with your legal team?
Speaker 5 | 25:32
You prefer it to circle back?
mquinones@recomspr.net | 25:34
Okay, circle back, please.
Okay, so Jordan has established in this clause, which reads, "If the buyer or its operator identifies an immediate need for additional power from its generators, the COR shall make commercial reasons, submit the request."
If the seller is unable to provide the additional power required, it must immediately notify the buyer and explain the reason for the short shortfall and provide a timeline for restoring the requested service level.
Speaker 3 | 26:25
We'll circle back, but I think this is in reference to additional power.
mquinones@recomspr.net | 26:29
Yeah, I know. And in all honesty, I don't think that should be accounted as a shortfall, right? Because it's not your contractual obligation. So I think I understand where you're coming from. So if you have some suggested language that will protect Gotham from falling into a shortfall or not commuting quantities, please do that. That definitely makes all the sense in the world.
Speaker 5 | 26:54
Thank you. After this session, do you think it's possible for you to circulate this version with your comments? I think that would be super helpful for us to.
mquinones@recomspr.net | 27:04
If that's confidential.
Speaker 5 | 27:06
If there's nothing no.
mquinones@recomspr.net | 27:07
There's nothing confidential we might... I will verify my essay. Yeah, horrors, my horrifics.
Fabian Velez | 27:14
[Laughter].
Speaker 5 | 27:15
What do you mean?
mquinones@recomspr.net | 27:16
I know it. Please, just know that this version is something that I use just for going through the comments and having them for discussion. So if this helps you too, I'll gladly share it. Okay.
Speaker 5 | 27:28
That would help us a lot to know which are your concerns and to know how to address them better. Thank you so much.
mquinones@recomspr.net | 27:35
Perfect, thanks. We write well, I'm writing words.
Speaker 3 | 27:46
Don't worry. I'm the king of typos, so don't worry about that.
mquinones@recomspr.net | 28:10
Okay, the next comment is from Jordan. I did that for precision. I think we're good to go with this one. My next comment establishes no for proponent. We would like to discuss in the contract negotiation the possibility of a signing advance payment, financial payment, or credit issue. Do you want to circle back on this one?
But this one is going to be a big no problem.
Speaker 5 | 28:40
Okay?
mquinones@recomspr.net | 28:41
We will. But let me... So come back and let me know if there's an alternative. But obviously, this is something that BAL has been very vocal about, Al, and that they don't want... Guarantees or credit lines to be assigned.
Speaker 5 | 28:54
Okay, understood. Thank Thank.
mquinones@recomspr.net | 29:08
Fantastic. Okay, let's go through Jordan's comment here. Okay, so we've established that you would like to discuss a possibility of a cap on liability to both parties and you have liability. Okay, so do you want to circle back on this one or do you want to discuss it?
Speaker 5 | 29:37
No, we prefer to look at your comments, to look at where you're standing, and we can come back to you.
Speaker 3 | 29:43
Yeah, talking with the management team and legal team and everything like that. We just didn't know the agenda. So if we had, we would have gotten other individuals on. So we'll review internally and then come back.
mquinones@recomspr.net | 29:55
Okay? If... I really don't... Maybe you make suggestions to us on what you're suggesting on the cap because right now I don't have any cap, so maybe you can make a suggestion. What do you think? AC, if a liability would be reasonable,
that way we can start... We can send that to PREV and see if they think that's viable. Okay.
Speaker 6 | 30:22
Just note this is very standard in a power contract introducing a liability cap.
mquinones@recomspr.net | 30:45
Okay, again, my comment here is how do all these formulas interfere with the given price? This is a Miguel topic. I don't have Miguel here available today, but obviously, if you can help me understand how all these are presented.
Speaker 6 | 31:13
This is just a... Yeah, this is just a protection mechanism for very significant market changes.
Fabian Velez | 31:21
Changes.
Speaker 6 | 31:22
But in a call where Miguel is on the line, our fuel and LNG department can explain exactly how this works if you want.
mquinones@recomspr.net | 31:34
Okay. And have you defined significance? Sorry, have you defined what significant would be, an increase?
Speaker 3 | 31:44
Let's review it and get back to you on that. I don't know if you're I'm not a.
mquinones@recomspr.net | 31:49
I just want to make sure. Right, how is the economic exposure on Prepa given the market price, and how would this be changed because you're suggesting that you're revising these prices, I believe, every three months.
And so maybe we can understand the variable in the history so we can understand how that would look like towards the future. And they can really make an educated assessment.
Speaker 6 | 32:17
Okay. Okay, that's very good. We'll make an analysis to be able to present to you more simply.
mquinones@recomspr.net | 32:26
Okay, so we need to understand the definition.
I think what I'm putting is understanding the definition of significant and historical data to understand economic exposure.
Okay, I did put my comments. What I'm going to try to do is I have these comments in Spanish, I'm going to translate them. And so for easy understanding, but basically, we have automatic increments on an all-inclusive pricing every three months.
Okay, if you're saying that we'll translate, I mean.
Speaker 6 | 33:34
Okay. And Maria, our legal director, is Argentinian, so Spanish.
Speaker 5 | 33:40
Read you. I can read you and understand you and pull.
mquinones@recomspr.net | 33:43
You in English, that's fantastic, but we only see Argentinian right now.
Fabian Velez | 33:53
Yes.
Speaker 5 | 33:54
I hope you're having a good time. It's an interesting weekend to be in Argentina.
mquinones@recomspr.net | 34:03
Okay, so this is taken understanding any alternative we agree by the parties should be added here. Are we going again to? I think you came back to the beginning, right?
Speaker 5 | 34:22
Yes. You're back to the definitions.
mquinones@recomspr.net | 34:34
Can you let me see where I live? This is where we have the permit for accurate invoice supporting documentation. Okay, this has... You are only saying that this has been edited for accurate invoice supporting documentation.
Okay, I understand. So you have changed the 10th to the 20th so that you have enough time to present for invoices. Okay, I don't see any issue with that. The OI have to circle back so we don't... But yeah. I can't... I can't add my comment here. Something went wrong. It changed to viewing it. It is not... Let me review. Do you know? Do you have an idea why that happened?
Fabian Velez | 35:22
Let me check.
mquinones@recomspr.net | 35:34
Sorry, I'm having trouble with the tel. It's not changing.
Fabian Velez | 35:37
Go back to editing and click back with you in to see if there's a glitch or some.
mquinones@recomspr.net | 35:40
Yes, any.
Fabian Velez | 35:47
And then go back to reviewing.
mquinones@recomspr.net | 35:54
Okay, so you mean here?
Fabian Velez | 35:56
A that is weird you it's probably because you're on the browser.
mquinones@recomspr.net | 35:56
It doesn't allow me.
Fabian Velez | 36:05
So if you can open it on the desktop, I want to let me see something here.
mquinones@recomspr.net | 36:21
It says opening a word, you can close this tab. I close the tab, I think I have it here.
Fabian Velez | 36:24
No, close it and check it. The Word app. Check it on the Word app to see if it opened on your other monitor.
mquinones@recomspr.net | 36:30
Wait a second.
Fabian Velez | 36:38
There you go.
mquinones@recomspr.net | 36:41
Okay, let me see if that... Tell me. Sorry, I'm so sorry.
Trying to find out where we lost.
Speaker 5 | 37:35
I think you were adding invoices maybe that helps you.
Fabian Velez | 37:38
I think it was 9.29 .3.
Speaker 5 | 37:41
Yeah, I think so. That's right, Monke.
Fabian Velez | 37:45
You can go to my locations.
And right there.
mquinones@recomspr.net | 37:49
Thank you for. Okay, here we go. Okay.
I think you see where we left. Okay, the buyer, I have a note from Jordan. We would like to discuss an efficient mechanism for reconciliation during negotiations, and that's a comment to the buyer. The buyer shall pay the undisputed portions by the original due date with the parties. Work in good faith to resolve the discrepancy.
So, when you say you would like to discuss an efficient mechanism, are you talking about dates and/or assigning party resolution? Do you want to circle back to your team and see what that looks like?
Speaker 5 | 38:45
Yes, that would be right. Okay, thank you.
mquinones@recomspr.net | 39:02
I have another comment from Jordan in regards to taxes and charges. It says, "We would like to discuss during negotiations the manner to adapt this CLA to our intention to collaborate with PREPA to optimize taxation, as our prices only include consideration of 4% CIT and 0.25% municipal tax. This may include deciding on the best fuel supply structure to benefit from taxes and better import conditions derived, for example, from selling the fuel directly to Prepa.
Speaker 5 | 39:45
So that's something that we can, of course, circle back to. What we want is to have a discussion with you. Of course, we prepare to see how we can find the best way to optimize taxes.
So, there will be a lot of effort from our side, and we would be ready to make the applications that we need to find where it is more creative to do the fuel to PREPA if there are some tax benefits arising out of that.
This is really an invitation for us to sit down and together find what's... Because we have tried to give you a very good price, but we have to work together as partners to minimize that exposure so that we can really make this happen and make it it.
Speaker 3 | 40:44
No, the anticipation, I would just add, is that it's not an anticipation to increase or change the price, it's just to change the way it's being done so that it's the most tax-efficient. So that's all that this is.
Speaker 4 | 40:59
I think that last portion specifically refers to the Prepa Crutal tax exemption.
Speaker 5 | 41:07
Yes.
mquinones@recomspr.net | 41:07
Exactly you answered my question. What I was going to answer, that's exactly what I was saying. Do you have any specific...
I would go back and... yeah.
Speaker 4 | 41:30
My law Pre is exempt from the Crutal tax. Both of them, there are actually two Crutal taxes.
mquinones@recomspr.net | 41:41
Okay, I will go ahead and discuss this with E Huang and Papatable Council. See if this is... Obviously, we were asked for an inclusive solution. But obviously, it's the same. The contract will be signed by Prepa, so let's see if there's any way that it could be divided into that for the benefits of that. This is something I have to take back together and I will.
Speaker 3 | 42:11
I just wanted to note that it's still an all-inclusive solution. It's not suggesting that we're doing something. This is just suggesting engineering it. But that's... Yeah, we have to talk about it internally.
mquinones@recomspr.net | 42:22
Right? Yeah, let us talk about that. It would be super beneficial, but it's not obligatory. But if we could do it, it would be beneficial. Note it. Okay, here we have another note from Jordan. You would like to discuss this definition and scope.
Jordan, when you say you want to discuss this, what specifically are the changes that you made regarding the introduction of pandemics and any recent event in the Esfell acquisition No.
Speaker 5 | 43:07
We would like to discuss this little... I see that I'm frozen, so apologies for that, but I hear you well, and I see you very well. So, you'll just have pros and version of me. Yes, but that is exactly what it means, Madeline.
mquinones@recomspr.net | 43:21
Okay.
Speaker 5 | 43:23
But I am again, we are happy to... We know our comments, we are happy to read your comments and to find the best way to address them together.
Speaker 3 | 43:40
And if you guys have additional comments on the stuff that we discussed here that comes up, please just write them out to us, and we're happy to respond to anything in a timely manner.
mquinones@recomspr.net | 43:51
Okay? Yes, absolutely. Sure. We will do that. Okay. So, I mean, I definitely don't have an issue with pandemics. We'll take it to revise the fertilization regulation 52, and so go back to you if we have any questions.
Speaker 5 | 44:10
Okay? That's perfect.
mquinones@recomspr.net | 44:13
Fantastic. Okay, Jordan, we have here a comment, okay, so this is included to have a comprehensive list, okay, that has already been taken care of and then to include force majeure events. Is this the same thing? Yes.
Okay, and then the seller would like to discuss the bilateralized this clause duration and termination rights. Force majores will begin to take effect from the time the event begins, not from the date notice is provided. A party should not be required to incur in reasonable cost or investment to overcome the effects of the seller. If the seller is unable to perform its service obligation due to force majeure events in a CA, it is not making a good faith effort to resolve the disruption. The buyer should have the right to terminate this agreement with penalty by providing written notice to the seller. You're suggesting to have something bilateral. I would like to make a comment if you make an introduction of suggested language we will present to PAP, okay.
Speaker 5 | 45:24
That would be great.
mquinones@recomspr.net | 45:54
Okay, I have another comment here from Jordan. Consistent with site allocation obligation. Okay, so this is depending on what site you're going to be awarded to, consistent with the Q&A, absolutely, I agree. Preba will do everything in their effort to assist in any way they can. Obviously, the responsible party is the proponent, but they will be... They call it facilitators, I don't know, facilitators.
Speaker 5 | 46:28
Facilitators, yeah.
mquinones@recomspr.net | 46:37
Okay, so here I know that you have incorporated the visa and assistance in the obtaining the visa. I obviously have to see if there is anybody there at... Go back to Preba with this. Okay.
Here we see that woman from Jordan. Gotham's will be subcontracting the charter and the operating and maintenance of the vessels. Okay, so basically the subcontractors.
Speaker 5 | 47:38
Yes, that's just a little change in the terms so that it's accurate for the shape, let's say, of the proposed solution. It's not substantial.
mquinones@recomspr.net | 47:50
My. only comment to you in regards to the subcontractors is regarding insurance. So, make sure that the subcontractors are included in the insurance for insurance purposes. If not, make sure that you ask your subcontractors.
That's a plus that we can put in there as well that they need to provide you with an insurance certification that includes Preba and the government of Puerto Rico. We'll see who needs to be included there as an additional insured.
Speaker 5 | 48:25
Okay, perfect. Marilla, on that could you send us or get some... So that we can start working on that. Exactly what should be included in that insurance would be helpful to save some time.
mquinones@recomspr.net | 48:42
Okay. In all honesty, and this is something that we have discussed in recent negotiations. It's particularly obvious with the vessels and the top boat issue and the security liabilities that it might represent. Not to safeguard the security measures necessary for those purposes.
So, what does an insurance broker determine to be a reasonable amount in case the security measures have not been taken accurately, and the boat explodes, and then we have an environmental issue? Let's suppose it's Stuario and Amati conservation and whatnot, right?
So, we need to understand what the insurance for that would be reasonable. Okay, and I think that maybe we should both take that assignment. Please review with your insurance and see what Preba is willing to accept for that.
Okay.
Okay. Here we now have another comment from Jordan, and the comment says, "Setra would like to discuss some mechanism in case of default, including possibly a period of grace and a reasonable period to cure the breach." This would protect the agreement and guarantee sustainable and reliable provisions of energy to Puerto Rico.
Speaker 5 | 51:03
So this is we can of course circled back, but just to explain where we are coming from. This is very standard. And what it does is we protect the contract that. You know, both your side and our side have worked very hard to secure.
And we protect the energy that it's provided by giving each party. And then we can, of course, we are very happy to sit down together. And discuss what's the best way to structure it. So we will of course circle it back.
But the idea of this is that if there's any minor e defaults on some of the obligations, then we are we give each other you to us and ask to you some, we give each other a notice of default, and then we have a period in which we can cure that default and the contract can keep on running.
It's. It's. Simply, it can be we I mean, you can see different cure periods in different contracts. So I mean, yeah, but that that's the that's basically the idea to protect the contract for from small defaults and not to go to termination.
And when this defaults can be cured, basically that's the whole idea behind this comment.
mquinones@recomspr.net | 52:24
I definitely think that's more than reasonable. Okay,
I'll verify the language and see if there are additional steps to guarantee effectiveness.
Speaker 5 | 52:56
Perfect. That would be great. The.
mquinones@recomspr.net | 53:27
Okay, so this is basically, I think we harmonize both comments with that. I think this is the same longer cure period in case of breach.
Speaker 5 | 53:44
Exactlym.
mquinones@recomspr.net | 53:47
Please present me with an alternative of what you think would be reasonable. Okay, sure.
Ated for charity. EI has a comment here that says, "Should the seller like to discuss this?" We believe it does not apply to us. Let's say true. This will be eliminated.
Again, this will be eliminated.
We will always circle back and review this before we send.
Fabian Velez | 55:55
K Palabla. Adeli Cameron.
mquinones@recomspr.net | 55:57
Okay? Okay, Jordan, I'll say they would like to discuss the change in law. Is that something you would like to discuss now? And I can give you a little bit of input of mine?
Speaker 5 | 56:08
That would be great, Madeline.
mquinones@recomspr.net | 56:10
Okay. So the change in laws is one of the clauses that has been constantly discussed in these last contracts that we have been looking at, whether it may be the temporary generation or the LNG supply of GAs. The government of Puerto Rico has demonstrated a little resistance to
the change in law. So, I if you would like to have any suggestions maybe on percentages, right, if not full, but let's say that we'll carry the burden up to X percent. What that would look like when we're discussing environmental regulations, obviously this is crucial because we have clauses like the carbon tax clause and what if we get sanctioned for emissions regarding diesel and things like that?
That's just as recently the government got penalized for a hundred million dollar penalty for carbon emissions, and so they're very aware of these environmental regulations. So, just go ahead, revise and see if we can somehow share the burden and see.
Okay? What do you think that would be reasonable? Okay. Here I have another comment. We would like to discuss the SPEE resolution clause and the possibility to include arbitration. I don't see any issue with arbitration as long as it's in Puerto Rico. So, feel free to present me an alternative with arbitration in Puerto
Okay.
Speaker 5 | 58:39
You that's what I didn't get it needs to be a Puerto Rico arbitration. Don't you think that it would be unless you have restrictions? But I don't just think that it would be more suitable for this type of contracts to have...
Yeah. Yes. Or that to be exactly what the American Association for Arbitration is, something that is neither Texas nor Puerto Rico, let's say, a third party neutral for.
mquinones@recomspr.net | 59:15
Again, this has been discussed previously and it was not accepted, but this is a separate contract. You can present it and we can disclose it, but again, you know.
Speaker 5 | 59:28
Okay, I understand. okay?
Speaker 4 | 59:32
And I believe, Marilla, there is precedence that it has been accepted in other contracts like Prepa.
mquinones@recomspr.net | 59:40
Maybe that would be great. Mr. Mendez, if you can present your suggestion, and present it in accordance with the established precedence in Puerto Rico in Contract X, that would evidently help us push forward the message.
Okay. I'll do that. Thank you.
Jordan. We have a comment from you here saying, "Please see our previous comments, we would like to discuss the resolution with the smoke." I think this has been settled. Please see your previous comment, we'd like to discuss this resolution.
I think this is part of what you will be presenting, Jordan Seller would like to discuss this restriction.
Speaker 5 | 01:01:15
Yes, that's the... I'm sorry, I'm on the phone. I'm trying to read that. It's about a public announcement about the existence of the project. So, of course, we are happy to contend. We would have gotten them, and as we would like to protect our confidential information, your confidential information, pricing.
But maybe we can establish what we can somehow explain that we are doing as part of our process. So, the only idea is to have, maybe, a softened version of this where we can put it in the news that we are one of the ADs. Simply, we will be able to put that information to the public, respecting, of course, that's important for us, conversely, respecting, of course, confidential critical terms.
mquinones@recomspr.net | 01:02:12
I'm going to be candid. And obviously, this contract was previously negotiated, and I have not seen this in our contracts, and therefore, it would not surprise me that this was probably inserted by another contractor.
Okay. I don't know if even PayPal doesn't even want that process. This is something that you don't agree to. Let me circle back. I don't think it's necessary, but again, let me go to the big parent here.
But I don't think if you don't like this clause and you're afraid that you're going to be saying something that is not acceptable, maybe this can be eliminated. Okay.
Speaker 5 | 01:03:00
Okay, we can find a clause that is good for both of us. Okay, great.
mquinones@recomspr.net | 01:03:21
Okay, so I see the Jordan has uncertain for consistency with far, and I'm assuming that's the world that's the employees are commercial and agencies. Okay.
Yeah, where is it jumping?
Okay, so here we have an old buyer and seller to negotiate performance and payment. Bond requirements are mutually agreeable to the buyer, the seller, and the seller's security, including but not limited to the bond obligation, bond form, bond amount, duration. Obviously, this is something that we can discuss. There has been a big bond requirement on the RFP, and it's obviously going to be determined by the amount of the project, right? Depending on the location.
Yeah, we can discuss it further once we know for sure what the sites are and what the other requirements are, what that looks like. And.
Speaker 3 | 01:05:00
Yeah, we're just going to need more information from you guys in order to proceed with like one or two of these comments that are similar to this one, just to understand all the different pieces here.
So yeah, that's it.
mquinones@recomspr.net | 01:05:38
My God. We're down to the last one. I think... E-Man.
I have a question. So when a contract is unilaterally terminated by the office of the Chief of Staff, Mr. Men... There is something regarding that the Chief of Staff has to approve of contracts. I'm not familiar. We can all circle back and verif.
Speaker 4 | 01:06:37
Yeah, me neither. I don't know.
mquinones@recomspr.net | 01:06:40
Yes, okay, we'll circle back and verify what this ad is and what the repercussions are and why this is, okay?
And I send you some meth because I'm assuming he's your local lawyer, and I'm assuming this refers to some law. I don't mean to put him in the spot. I'm sorry, don't worry.
Okay, I think we have the same. I think if this refers to the same... Okay, I think that was the last comment we had in regards to the proposed language to the contract.
We will go ahead and send you a little table with the terms that were discussed. Who's going to be addressing what? You would like this exact document that I can send if you prefer. When you're familiar with it.
I will check EMI Horrifics and translate the Spanish and send it over for your EC reference.
Speaker 5 | 01:08:14
That would be great. That would be great. Perfect.
mquinones@recomspr.net | 01:08:18
Patient. Please feel free to call us if you remain with an additional question that was not addressed here, and hopefully we will be sending that as soon as we can.
Speaker 5 | 01:08:29
Okay. Thank you so much for your time. And we will go back to you as soon as we can. And we will keep on working slowly but efficiently together.
mquinones@recomspr.net | 01:08:42
I'm sure we agree we moved the last one. Thank you everybody, thank you. God, I'm staying. Have a good day.
Fabian Velez | 01:08:48
Thank you very much.
mquinones@recomspr.net | 01:08:49
Thank you. Bye by.