CONSTRUCTION CONTRACT

No__ _____ dated __.____. 2015

Turnkey Design and Construction of Off-Shore Hydraulic Engineering Structures of

“Akkuyu” NPP

Customer:
AKKUYU NÜKLEER ANONİM ŞİRKETİ

Contractor:

CENGİS İNŞAAT SANAYİ VE TİCARET A.Ş.

2015
Ankara

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 CONTENTS
1. TERMS, DEFINITIONS AND ABBREVIATIONS 3
2. SUBJECT OF CONTRACT 10
3. CONTRACT PRICE 11
4. TERMS OF SETTLEMENT 11
5. CALENDAR PERIODS OF WORK EXECUTION 15
6. RIGHTS AND OBLIGATIONS OF THE PARTIES 17
7. CONDITIONS OF PERFORMANCE OF WORKS………………………………….………..25
8 PROCEDURE OF ACCEPTANCE AND HAND-OVER OF WORKS PERFORMED
43
9. QUALITY OF WORKS. WARRANTY PERIOD 45
10. INTERACTION OF THE PARTIES 52
11. RESPONSIBILITY OF THE PARTIES 55
12. CONFIDENTIALITY 62
13 CIRCUMSTANCES OF INSUPERABLE FORCE 64
14 AMENDMENT AND TERMINATION OF THE CONTRACT 65
15 VALIDITY PERIOD OF THE CONTRACT 68
16 CONSIDERATION AND SETTLEMENT OF DISPUTES 68
17 ENFORCEMENT OF THE CONTRACT 69
18 INSURANCE 70
19 PROVISION OF INFORMATION ON THE CHAIN OF CUSTOMERS AND
EXECUTIVES, INCLUDING BENEFICIARIES 72
20 OTHER TERMS AND CONDITIONS 73
21 APPENDICES 74
22 DETAILS OF THE PARTIES 75

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AKKUYU NÜKLEER ANONİM ŞİRKETİ hereinafter referred to as the "Customer",
represented by ______________ [job title, Full Name], acting under the ______
[document name and details], on the one part, and
CENGİS İNŞAAT SANAYİ VE TİCARET A.Ş., hereinafter referred to as the
"Contractor", represented by
________________________________________________ [job title, Full Name], acting
under the _______________________________________________________________
[document name and details] on the other part, jointly referred to as the "Parties", have
concluded this Contract (hereinafter referred to as the "Contract") as follows:
1. TERMS, DEFINITIONS AND ABBREVIATIONS
The terms, definitions and abbreviations listed below are interpreted as follows in
this Contract, including appendices here to:
1 Terms and definitions
1.1 "Designer supervision" – control performed by the Contractor’s design company
over the accomplished construction and installation work compliance with the
Working documentation ..
1.2 "Certificate of practical completion/start-up of OHES " – primary record,
prepared by the Contractor and signed by the members of Working/Acceptance
committee as per the form, conforming to the requirements of law of the Republic
of Turkey
1.3 "Work acceptance certificate” – primary record, according to the form as per
Appendix 16 agreed by the Parties for Design Works and other Works, signed by
the Parties on a monthly basis and recording the execution of part of the Works by
the Contractor for the reporting period..
1.4 "Certificate of acceptance of OHES complex" – a document prepared by the
Customer and signed by the Parties, required for getting permit for commissioning
and starting the Warranty Period of the Facilities at the authorized bodies in
Republic of Turkey and certifiying the commercial operation of that OHES
Facility as per sample form in Appendix 16.
1.5 "Acceptance certificate for OHES Start-up complex" – document, prepared by
the Contractor and signed by the Customer after closing of Nonconformances
and/or Customer’s recommendations, recording the Contractor’s execution of all
the Works for construction of OHES Start-up complex as per sample form in
Appendix 16.
1.6 "Schedule update" – actual data input process on the progress of OHES
construction of the utility water supply system of “Akkuyu” NPP with power
generating units No1, 2, 3, 4 based on the documents about acceptance of Works
and services under the implementation of Project for construction of OHES on a
specific date in the schedule item 1.1.15-1.1.18.
1.7 "Audit (check)" – systematic and documented process of checking to be
performed by the Customer on the Contractor’s Works for their conformity to the
terms of Contract, Design and Design document, requirements of applicable
regulatory documents, quality assurance programs, check of the corrective actions
performed by the Contractor and their effectiveness.

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1.8 "Commissioning" – process when the systems and equipment of OHES complex
facilities individually and as a whole begin to function, and check of their
conformity to the Design and Detailed design is made. The process includes
Individual testing of the equipment, Pre-commissioning adjustments,
Comprehensive testing of the Facility/Start-up complex of OHES Pilot operation
and ends with commissioning of the facility. The commissioning is confirmed in
accordance with definition 1.4 by the Acceptance certificate of OHES complex.
1.9 "Temporary buildings and structures" – Contractor’s temporary buildings and
structures, required for performing Works at the Construction site.
1.10 "Receiving inspection" or "Input inspection" – overseeing of compliance of
equipment and materials incoming to the site with the accompanying
documentation (Appendix No.13).
1.11 "Warranty period" – 12 months period starting from the date on which Certificate
of Acceptance of OHES Facility issued, during which the Contractor is obliged to
reconcile all Inconsistencies, found in the Works in conformity with article 9.3 of
the Contract, either through own resources or those of subcontractors and at own
cost
1.12 "General Contractor " – Atomstroyexport JSC (Moscow) defined as such by the
Parties of the Intergovernmental Agreement (IGA) for the construction of
“Akkuyu” NPP, and responsible before the IGA’s Parties for construction
management and commissioning of “Akkuyu” NPP in accordance with the terms
and conditions of the IGA.
1.13 "General Designer" – Atomenergoproject JSC (Moscow) defined as such by
the Parties of the Intergovernmental Agreement (IGA) for the construction of
“Akkuyu” NPP and responsible before the IGA’s Parties for compliance of
the Desig documentation of “Akkuyu” NPP with the terms and conditions of
the IGA.
Work progress schedules including, but not restricted by:
1.14 "Detailed schedule of design and survey works for construction of OHES" -
Calendar schedule, defining the periods of performing the project design and
survey works (PIR). It contains the detailed schedule of survey works for
development of detailed design, detailed development schedule of design works,
their concurrence and approval, undergoing expertise. The detailed schedule of
PIR is prepared in computer version using Primavera software according to the
“Methodology of developing calendar schedules of NPP construction project
using Primavera software, and is Appendix 5 to the Contract.
1.15 " OHES Project management Schedule" (Customer – Contractor) - Calendar
schedule, defining the periods of performing basic works for the entire
construction period of OHES complex in conformity with the process sequence
for commissioning “Akkuyu” NPP facilities. It contains the list of works in
conformity with the detailed design and summary cost estimate (SCE). The
management schedule of OHES Project implementation is developed in computer
version using Primavera software according to the “Methodology of developing
calendar schedules of NPP construction project using Primavera software, and is
Appendix 3 to the Contract.

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1.16 "Comprehensive Project management schedule" (Customer – Contractor) -
Calendar schedule, defining the periods of work execution for the entire
construction period of OHES complex. It contains the detailed list of works for
release of RD for construction, development of working plan, delivery and release
of equipment for installation, execution of construction and assembly works (in
conformity with the technology, adopted in the construction method statement,
working plan, local bill of quantities/activity dependent cost estimate), performing
start-up and commissioning (in conformity with the requirements of start-up and
commissioning programs), their duration and process sequence, detailed list of
key process events for construction of OHES complex. It contains information on
the cost of works (in benchmark prices), scheduled labor costs, basic physical
volumes, plan vehicle-hours of machines and mechanisms in conformity with the
data of the facility’s cost estimates of detailed design and working document. The
Comprehensive Project management schedule of OHES construction is developed
in computer version using Primavera software according to the “Methodology of
developing calendar schedules of NPP construction project using Primavera
software, and is Appendix 4 to the Contract.
1.17 "Detailed development schedule of Project Detailed design" (Customer –
Contractor) – Calendar schedule, defining the periods of work execution for
output of design and estimate document. It contains the detail list of works for
preparing detailed design (RD), detailed engineering drawings (KD) and estimate
document (SD), information on the cost of preparing RD, KD and SD. The
detailed development schedule of Project Detailed design of OHES construction
Project is developed in computer version using Primavera software according to
the “Methodology of developing calendar schedules of NPP construction project
using Primavera software, and is Appendix 6 to the Contract.
1.18 "Detailed manufacturing and delivery schedule of Project equipment"
(Customer – Contractor) – Calendar schedule, defining the work execution
periods for equipment contracting, manufacturing and deliveries. Contains the
detail list of works for preparing tender documentation, conducting tenders,
conclusion of contracts for manufacture and delivery of equipment, works for
delivery of equipment to the construction site, advance payment schedule and
payments to equipment suppliers, information on the nomenclature of equipment
delivered. The detailed schedule of manufacturing and delivery of equipment of
OHES construction Project is developed in computer version using Primavera
software in conformity with the “Methodology of preparing calendar schedules of
NPP construction project using Primavera software, is Appendix 7 to the Contract.
1.19 "Progress chart with list of control technological events" – progress chart
developed by the Contractor and approved by the Customer for the planning year,
where the Parties record the control technological events subject to attainment by
the Contractor. The progress schedule with the list of control technological events
is formed from the events of the integrated implementation management schedule
of OHES construction Project (Customer – Contractor) for the entire construction
period. The progress schedule with the list of control technological events is
Appendix 8 to the Contract.

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1.20 "Financing/utilization schedule" – financing/utilization plan of the Customer’s
funds, received by the Contractor, with specification of data for each month. The
schedule is Appendix 9 to the Contract.
1.21 "Start date" – actual start date of the Contractor’s execution of Works under this
Contract, defined in Appendix 3.
1.22 "Completion date" – date of signing the acceptance Certificate for each
Facility/Start-up facility.
1.23 “Additional agreement” – Additional agreement to the Contract, to be executed
by the Parties to adjust contractual relations hereunder.
1.24 "Protected area" – territory of NPP construction site, access to which is restricted
and monitored, surrounded by physical barriers, permanently under security and
observation
1.25 "Supervisory control" – a systematic method for determining the quality of a
product, service or process, more flexible than the inspection and audit, by way of
examination, investigation, admeasurements, tests or measurements in order to
determine compliance with the specified requirements, criteri.
1.26 "Asbuilt documentation" – records and reports, stipulated by NTD and governing
documents:
- Set of working drawings and diagrams for construction of OHES complex with
inscriptions on conformity of the Works executed to these drawings or agreed
amendments introduced to them, made by the persons, responsible for performance
of Works and confirmed in the established procedure;
- Geodetic documentation, inspection notes of Hidden works and intermediate
acceptance certificates of critical structures and types of Works;
- Certificates of testing welded joints, certificates of individual testing of assembled
systems, equipment and pipelines; electrical installations and electrical networks,
telephone, TV, alarm and automation devices, work logs and other documentation,
stipulated by applicable NTD).
1.27 "Key process event" - milestone, defining the control period of executing the
technological stage of OHES construction Project, which shall be observed by the
contractor and/or individual contractor, performing part of the works of OHES
construction Project. It is used for assessment of achieving intermediate results of
OHES construction Project and deciding on the transition to the next stage of
OHES construction Project. The key process events are the form of presentation
of OHES construction Project in the form of list of serial basic (or key) process
events, which shall ensure the commissioning of OHES within a specified period
of time, specifying the deadline of the event.
1.28 “Contract” – implies this contract reached between the Customer and Contractor
based on the conducting purchase and recorded in the form of the Contract signed
by the Parties, with all appendices, addenda to it.
1.29 "Supervisory and regulatory authorities of the Republic of Turkey" – state
authorities of the Republic of Turkey, authorized to:
Issue permits and licenses for construction of capital construction projects;

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 Monitor the fulfillment of the validity conditions of the permits and licenses
issued;
 Monitor the execution of CIW at the facilities to meet the requirement of
Design document.
1.1 "Non-conformance" – any non-conformance of Works to the requirements of the
Contract, Design, Detailed design and/or NTD, including requirements to the
quality of Works, materials, equipment, and defects, deficiencies, omissions,
drawbacks of Work result, which makes the quality of Works substandard
1.2 "Standard technical documents" (hereinafter NTD) – standardization documents,
Turkish Standards, including standards, establishing requirements to Works,
Materials and Equipment, in accordance with the Technical Assignment
(Appendix No.1)
1.3 “Facilty” – a stand-alone building, structure or system defined by the Design.
1.4 "Payment stage" – set of events for the Works execution under the schedules; on
their occurrence the Consumer is to pay the Contractor for the duly performed
Works.
1.5 "Quality plan" – a document, where the measures, resources and sequence of their
use in time for the product, services, process, contract or design, related to the
nuclear facility is listed.
1.6 "Supplier" – a legal entity or individual entrepreneur, providing under the
Contract with the Contractor delivery of materials, equipment and component
parts, required for carrying out Works under the Contract.
1.7 "Pre-commissioning" – commissioning stage of the Facility/OHES Start-up
complex, when the completed and assembled systems and elements of the
Facility/ OHES Start-up complex are brought to operational readiness with the
check of their conformity to the criteria and parameters established in the Design
1.8 "Acceptance committee" – a temporary collegial body of experts, establishing
and documenting conformity of the completed facility to the design document,
approved in the established procedure, requirements of regulatory documents, and
its readiness for commissioning or readiness for performing tests or
commissioning works in the trial operation mode.
1.9 "Acceptance sub-committee " – a committee, formed in the established procedure
and acceptance completion by the Customer for carrying out the acceptance of the
Works executed by the Contractor and individual systems of the Facilitites/OHES
Start-up complex.
1.10 "Design documentation" – design document approved in the established
procedure, containing materials in text format and in the form of maps (drawings)
and defining the architectural, functional and technological, structural and
engineering and engineering solutions for the construction of the power
generating unit, basic specifications for the equipment, construction cost estimate
summary, consolidated enquiry specification of equipment and materials.

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1.11 "Project" – package of interrelated design and survey, construction and assembly,
start-up and commissioning works, works for development of detailed design and
delivery of equipment, providing the construction and commissiong of OHES
complex in the established period, under the prices by the Contract.
1.12 "Design works" – package of works for development and approval with the
Customer and regulatory authorities of the Republic of Turkey, in conformity with
the relavant legislation of the Republic of Turkey, including engineering surveys,
development, correction and support of Design and Detailed documentation,
detailing of materials and equipment, structure and accessories, approval of
document, received from manufacturers, and other document, required for
executing Works.
1.13 "OHES start-up complex" – aggregate of OHES complex, whose commissioning
at the facility, provides the production output as per Design.
1.14 "Start-up and commissioning works" (hereinafter the SCW) – package of
works for control, adjustment and tests, providing reliable and safe operation,
achievement of design parameters, commissioning of systems, equipment, OHES
facilities..
1.15 "Business day" – every official working day of the week, excluding public
holidays and weekends.
1.16 "Working documentation" – set of text and graphic documents, providing the
implementation of engineering solutions of the construction project adopted in the
Design document, required for performing construction and assembly Works,
providing the construction with equipment and materials. The Specification
documents include basic working drawing sets, specification of equipment and
materials, estimates, other attached documents, developed in addition to the basic
working drawing set.
1.17 "Quality manual" - a document, where the procedure for implementing the
measures of the company’s quality management system is defined.
1.18 "Works" – entirety of the Contractor’s required and sufficient actions for
executing all the required works for ensuring “turnkey” design and construction of
OHES complex under the Contract, including the Non-conformances found
during the Warranty period.
1.19 "Concealed works" – Works executed, concealed by the subsequent Works and
structures, whose quality and accuracy is not possible to be determined after the
execution of the subsequent Works and structure erection.
1.20 "Estimate documents" – activity dependent cost estimates, local bill of quantities,
hardware group cost estimates, developed by the Contractor as part of design.
1.21 "Certificate of the value of the work done and costs incurred" – primary
record, prepared by the Contractor, according to the unified form KC-3, approved
by the Russian Federation State Statistics Committee Directive dated 11
November 1999 No 100, signed by the Parties, on a monthly basis.

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1.22 "Construction compliance monitoring" – monitoring the correspondence of
construction and assembly works performed to the requirements of Detailed
design, technical regulations, procedures of quality management system by the
corresponding services of the Contractor and Customer.
1.23 "Construction site" – territory (land plot and/or land plots), transferred by the
Customer to the Contractor under the acceptance certificate for the period of
executing Works under this Contract in the limits, specified in the construction
general layout.
1.24 "Construction machinery" – all types of machines, mechanisms and any type of
equipment, and spare parts to them, devices, tools and fixtures, consumables etc.,
required for executing Works.
1.25 "Sub-contractor" – a legal entity or individual entrepreneur, employed by the
Contractor for performing a part of the Works under the Contract
1.26 "Contract price" – sum of money, specified in the contract currency, subject to
payment by the Customer to the Contractor for complete execution of all the
Works stipulated by the Contract and closure of all and any non-conformance in
them in conformity with the provisions of this Contract.
1.27 "Physical volume" – Scope for kinds of works, executed by the Contractor
according to Detailed design and specified in natural physical units of
measurement.
2 ABBREVIATIONS
2.1 "NPP" – nuclear power plant “Akkuyu” NPP located at Mersin provinces,
Republic of Turkey comprising power generating units No 1, 2, 3 and 4.
2.2 "CAPEX" – capital investments.
2.3 "OHES" – off-shore hydraulic engineering structures of the process water supply
system of “Akkuyu” NPP with power generating units No 1, 2, 3 and 4, as parts of
the facilities specified below:
- Facility 1: Breakwater dike 50 UZQ;
- Facility 2: Breakwater dike 60 UZQ;
- Facility 3: Bank protection structures 00UZP;
- Facility 4: Water intake facility: 50 UPC;
- Facility 5: Water intake facility: 60 UPC;
- Facility 6: Fish barrier 50 UPX;
- Facility 7: Fish barrier 60 UPX;
- Facility 8: Submerged water discharge structure 00UQU;
- Facility 9: Cooling water distrubition chamber 00UQW;
- Facility 10: Eastern Cargo terminal 00UZR;
- Facility 11: Sea water treatment plant 50UPK;
- Facility 12: Sea water treatment plant 60UPK.

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 Facility Start-up 1: Breakwater dike 50 UZQ, Breakwater dike 60 UZQ, Bank
protection structures 00UZP, Water intake facility: 50 UPC, Fish barrier 50 UPX,
Submerged water discharge structure 00UQU, Cooling water distrubition chamber
00UQW, Sea water treatment plant 50UPK.
Facility Start-up 2: Water intake facility: 60 UPC, Fish barrier 60 UPX, Sea water
treatment plant 60UPK.
2.4 "MTP" – materials and equipent.
2.5 "PIR" – design and survey works.
2.6 "PMIS" – project management information system, aggregate of interrelated
software, information and organizational measures, designed for collection,
storage and distribution of information, received from managing the Project,
constructing the corresponding Facility/Start-up facility in the interests of all the
Project participants according to their competency and responsibility.
2.7 "PNR" - start-up and commissioning works.
2.8 "CIW" – construction and installation works.
2.9 "TA" – technical assignment.
2. SUBJECT OF CONTRACT
2.1. The Contractor under the contract undertakes to perform the package of Works,
including design and survey, construction and installation, hook-up and start-up Works,
deliver equipment and materials, and perform other Works for construction and
commissioning of off-shore hydraulic engineering structures, process water supply
system of “Akkuyu” NPP with power generating units No 1, 2, 3, 4 comprised of and
in the scope, defined in the Specification, and present the above-specified Works to the
Customer, and the Customer undertakes to accept the Works performed and ensure
their payment in the scope, stipulated by the Contract.
2.2. The Contractor shall execute the following basic Works and services either with his
own resources or those of the subcontractors for the construction and commissioning of
off-shore hydrotechnical facilities under this Contract:

 To Perform Works for engineering survey in the required scope;

 To Prepare and deliver of documents in the formats agreed with the Customer in the
required scope (including design, work, start-up and testing, assembly and
instrumentation documentation for the construction of off-shore hydraulic engineering
structures, and its review at all the construction stages);;

 obtain approvals of the developed Project by all relevant authorities of the Republic of
Turkey;

 coordinate the project documentation with the General Designer to integrate design
solutions into the Akkuyu NPP Project;

 perform necessary actions for the Customer to obtain all required licenses and permits
to perform work;

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 manufacture and/or deliver basic and auxiliary materials and equipment for
construction of the off-shore hydraulic engineering structures;

 To carry out installation and assembly to perform construction of the off-shore

hydraulic engineering structures, installation of the equipment, technological and other
engineering systems to ensure their full-scale operation, in accordance with the TA;

 Start-up and commissioning works to the extent sufficient for putting the offshore
hydraulic engineering structures in operation;

 conduct Designer supervision over construction and installation work at the off-shore
hydraulic engineering structures;

 perform commissioning of the off-shore hydraulic engineering structures;

 meet its obligations during the Warranty Period in accordance with the Contract;

 perform other Work and services aimed at commissioning of the off-shore hydraulic
engineering structures in accordance with the Contract;

 performing, at its own expense, construction and installation works to construct

temporary buildings and structures and other infrastructure facilities at locations
approved by the Customer to the extent necessary to carry out all work in accordance
with the terms and conditions of the Contract;

 arrange interaction with the General Contractor specified in the Contract between the
Government of the Russian Federation and the Government of the Republic of Turkey
on cooperation in the construction and operation of the nuclear power plant at the
Akkuyu site in the Republic of Turkey.
3. CONTRACT PRICE
3 The Contract price has been defined following the tender procedures and amounted
to 465,982,000.00 (four hundred sixty five million nine hundred eighty two
thousand) US Dollars, including VAT 18%.
4 The Contract price is a fixed one and includes the cost of construction of OHES,
including:
 PIR in conformity with the Technical Assignment (Appendix 1 to the
Contract);
 CIW, manufacture and delivery of equipment, hook-up and start-up, and
commissioning of OHES in conformity with the Technical Assignment for
CIW (Appendix 2 to the Contract) and Design documentation developed by
the Contractor and aproved by the Customer;
 Other works and services, related to the construction and commissioning of
OHES;
 Cost of all required licenses and permits for construction and
commissioning.
4. TERMS OF PAYMENT AND SECURITY
General terms:

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5 Terms and conditions of payments:

5.1 Advance payment, in amount of 139 794 600, 00 USD shall be paid by the
Customer within 10 (ten) banking days from the date of submission of Advance
request form and Advance payment bank guarantee by the Contractor.
The advance payment shall be amortized by reducing each subsequent invoice for
performed works in accordance with Payment schedule (Appendix 9).
5.2 Montly Progress Payments shall be effected within 10 (ten) banking days after
submission of the following documents:
a) Relevant docement confirming the existence of all the required insurance
policies in accordance witth this Contract.
b) Relevant document confirming that insurance premiums are duly paid in
accordance with the terms and condutions of the relevant Policy.
c) Monthly Progress Reports in accordance with the form approved by the Parties;

d) Acts of Acceptance of Performed Works for the stage signed by the Parties;

e) Invoice (which shall be issued both in Russian and Turkish) regarding the work
performed within the relevant month. The invoice shall contain the following
details:
-KKS code;
- cost of Work, in accordance with the Act of Acceptance of Performed Work;
- ID number of work and the name of the Key event;
- the amount of advance payments to be offset, if applicable,
- the amount of the Guarantee Retainage;

f) other document(s)if defined by applicable law.

4.1.3 Payment under the Retention Bond in the amount of 10% of the cost of each
Stages shall be effected within 10 (ten) banking daysafter submission of the
following documents by the Contractor:
a) Payment request 4 (four copies) in Turkish and in Russian each regarding
each Stage.
b) Act of OHES Commissioning of the relevant Stage;
c) Invoice.[whether there will be separate invoice needed or each progress
payment invoice already cover this shold be checked by accountants]

4.1.4 All payments under this Contract are effected in US dollars by means of wire
transfers (payment orders) to the current account of the Contractor specified in
clause 22. If a payment is effected in Turkish Liras upon written request of the
Contractor then the payable amount shall be calculated using exchange rate for
US dollars to Turkish liras set by Customer’s bank as of the payment date.

4.1.5 In case of change in any details indicated in the Contract the corresponding
Party shall notify thereof the other Party in writing within 5 (Five) calendar days
from the date of such change.

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4.1.6 Bank fees charged by the bank of the Customer and correspondent banks
related to effecting the payment under the Contract are paid by the Customer.
Bank fees charged by the bank of the Contractor related to receipt of the
payment under the Contract are paid by the Contractor.

4.1.7 The date of withdrawing funds from the Customer’s bank account is considered
as the date of payment.

4.1.8 On a quarterly basis (not later than the 5 th (Fifth) day of the month following the
accounting quarter) the Contractor shall provide the Customer with Payment
Reconciliation Report, which the Customer shall consider and sign or provide
reasoned comments within 10 (Ten) calendar days from the date of receipt. After
disputes under the Payment Reconciliation Report have been settled by the
Parties they sign the Report. After all the contractual obligations have been
performed by the Parties the Customer shall provide the Payment Reconciliation
Report for the whole Contract within 5 (Five) calendar days.

4.1.9 The Customer is entitled to present to the Contractor a demand for refund of the
Advance Payments or a part thereof if in case the Contract is terminated due to
Contractor breach of the Contract in accordance with this Contract.

The Contractor shall refund the advance payment except the offset advance
payment in accordance with the terms and conditions of this Contract within 10
(ten) days from the date of receipt of the Customer’s demand for the refund of
the advance amount. Refund of the advance payment does not release the
Contractor from performance of the obligations in the future, which the advance
payment had been made for; henceforth Work under the Contract will not be
paid in advance and payments under the Contract will be effected by the
Customer upon fulfillment of the obligations undertaken under the Contract by
the Contractor according to the procedure provided by clause ____. However, if
the Contractor has taken any measures to reduce the delay and performs further
Work subject to the Complex Project Management Schedule (Customer –
Contractor), the Customer may resume advance payment of Work.

4.1.10 The Customer shall be entitled to withhold the amount due including any damages
or penalties dully occurred and agreed by the parties under this Contract in
consideration for any payments made or due to the Contractor after in good faith
consultation and agreement on the timing of such withholding in order to avoid
sudden cash flow difficulties of the Contractor in order to save the interest of the
Project. During such consultation the Customer shall confirm with appropriate
document the damage and offer other possible ways of reimbursement of such
damages other than withholding.
4.1.11 Along with signing the Contract the Parties shall sign Appendix No. 9 “Payment
schedule”.
6 Retention Bond:
6.1 The Customer shall establish a relief (guarantee) fund (Retention Bond) in amount
of 10 (ten) percent of the cost of each stage of payment under the Contract.
Ahcievement of milestones under the Complex Project Management Schedule
shall determine the payment stages.

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6.2 The Retention Bond secures proper fulfillment of the obligations under this
Contract by the Contractor.

The Parties admit that the establishment of the Retention Bond by the Customer in
the manner stipulated hereby does not constitute the retention of the property of the
Contractor but an agreed upon way of ensuring the fulfillment of the obligations under this
Contract by the Contractor.

4.2.3 In case when the obligations under the Contract are performed properly by the
Contractor, the Retention Bond shall be paid by the Customer to the Contractor in
full following the acceptance of each Stage along with final progress payment
regarding such Stages. Which shall be further detailed in the Annex [.]

The Customer has right to withheld sufficient amount from the Retention Bond in case if
the Contractor refuses to eliminate and (or) will not eliminate at their own expense any
defects of Work performed by the Contractor or leave the Work incomplated in accordance
with the Conract.
7 Guarantees.
7.1 The Advance payment bank guarantee in amount of 30% of the Contract price
(which is equal to 139 794 600,00 USD) shall be provided by the Contractor
within 5 (five) days after the Date of the Contract signature . The form of the
Guarantee shall be approved by the Customer before issuance.
7.2 The Advance Payment bank guarantee shall be obtained from First-Class bank.
“First class bank” criterion should be defined as follows. Valid long-term foreign
currency credit rating assigned by one of the international rating agencies
(Standard&Poor’s, Moody’s Investors Service, Fitch Ratings) at a level not lower
than “B-” on Standard&Poor’s and Fitch Ratings scale or not lower than “B3” on
Moody’s Investors Service scale. Such ratings must be valid and may not have a
“withdrawn” or “suspended” status;
Guarantees may be accepted from a non-resident bank to which no rating has been
assigned by one of the three international rating agencies (Standard&Poor’s,
Moody’s Investors Service, Fitch Ratings). In such cases the following
requirements apply: the bank shall be a top three bank in the country of residency
(by assets value). The value of limit for the bank is determined as 10% of the bank
equity as of the last reporting date.
7.3 The advance payment bank guarantee shall be issued in English and Turkish and
shall be valid till the date of full amortization of the advance, as defined in Annex
9.
7.4 The advance payment bank guarantee shall be subject to the Uniform Rules for
Demand Guarantees (ICC Publication number 758)
5. CALENDAR PERIODS OF WORK EXECUTION
8 Start date of work execution - from the date of signing the Contract.

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9 Time of work completion: for the East cargo terminal – December 2017 to be
accepted by the certıfıcate as per artıcle 1.1.4, for the facilities of the start-up
facility No.1 – December 2020 to be accepted by the certificate as per article
1.1.5, for the facilities of the start-up facility No.3 – December 2022.
10 Start and completion dates of individual Work items at OHES Facilities are
established in the:
- Detailed schedule of design and survey works for OHES construction (Appendix
5);
- Comprehensive Projec management schedule (Customer – Contractor) (Appendix
4);
- Detailed schedule of Detailed design of the Project (Customer – Contractor)
(Appendix 6);
- Detailed schedule of manufacturing and delivery of Project equipment (Customer
– Contractor) (Appendix 7);
- Progress schedule with the list of process milestones” (Appendix 8)
11 The Contractor gives an account every month to the Consumer with the submission
of schedule of Works for the following month, in conformity with the
requirements, stipulated in the “Provision on topical planning and reporting,
carried out during OHES construction process with the corresponding forms”
(Appendix 11 to the Contract), with the attachment of the copies of the Certificate
signed by the Parties on the occurrence of process Milestone in accordance with
the “work execution Schedule with the list of process milestones” approved by the
Parties, or rationale for not executing it with the attachment of measures for their
remedy.
12 The Customer’s representative has the right to send notice to the Contractor to the
effect that the actual Work execution dates (in that measure, in which it shall be
specified) do not conform to the Detailed schedule of design and survey works for
the construction of OHES, Comprehensive Project management schedule
(Customer – Contractor), Detailed schedule of Project detailed design (Customer
– Contractor), Detailed schedule of manufacture and delivery of Project
equipment (Customer – Contractor), that not meet the Contract terms. In this case
the Contractor within 7 (seven) calendar days after the receipt of such notice is
obliged to submit the compensating schedule to the Customer’s representative
specifying the dates and measures, allowing eliminate the slippage of Work
execution as it is stipulated by the contract schedules (Appendix 3-8). If the Work
execution deadlines are disrupted due to reasons, dependent on the Contractor, the
prolongation of the Work completion deadlines in this connection is not provided
to the Contractor. If the Work execution deadlines are disrupted due to reasons
depended on the Customer, the contract schedules can be subject to correction.
13 The change in the Work completion dates is not made if the Contractor executes
Works, related to the closing of Non-conformances, occuring according to
reasons, and dependent on the Contractor.

15
 14 If the Customer had requirements that lead to increase in the scope of Works, the
Work completion dates are changed by signing an additional agreement to the
Contract.
15 The Contractor developes and shall transfer the schedules in conformity with item
5.3 for approval to the Customer after approval of the Design documentation.
16 The requirements to the schedules developed constitute Appendix 12 to the
Contract.
5.10 The Contractor reports to the Customer on a monthly basis with provision of the
schedule of Work for the following month.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

17 Mutual obligations of the Parties
17.1 Within 10 (ten) business days from the moment of the conclusion of the Contract
for the purposes of the coordination of the works the Customer and the
Contractor shall determine the representatives responsible for the fulfillment of
the obligations of the Parties with the written notification of both Parties.
17.2 The Parties shall fulfill their obligations in a proper way and render the necessary
assistance to the other Party. The Party which has violated its obligations under
the Contract shall immediately remedy these violations and indemnify the losses
caused by such violation in accordance with the terms and conditions of the
Contract.
18 The Customer shall have the right to
18.1 delegate the accomplishment of the part of the functions of the Customer to a third
party notifying the Contractor of it in an appropriate way;
18.2 terminate the execution of Contractual obligations with the Contractor ahead of
schedule in accordance with the terms and conditions of the present Contract
under Article 14;
18.3 exercise other rights provided for by the Contract and the normative legal acts of
the Republic of Turkey;
18.4 the determination of the procedure for the access of the personnel, visitors,
seconded persons, transport facilities, the movement of material supplies on the
Construction site;
18.5 the involvement of third parties for the elimination of the Defects revealed in the
Works carried out by the Contractor with the payment for these works at the
expense of the Contractor in case of the non-fulfillment by the Contractor of the
instructions of the Customer on the elimination of the Defects within the time
limits agreed by the Parties. At that the cost of the works on the elimination of
the Defects can be withheld from the amount of the payment to the Contractor
for the Works carried out by it without any further compensation of the withheld
amount.
19 The Customer shall be obliged:

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19.1 to provide financing of the works under the present Contract;
19.2 to perform the acceptance of the works and the completed construction Facility and
approve the Acceptance Certificate of the completed construction Facility;
19.3 to notify the Contractor of the delegation to a third party under the Contract of the
accomplishment of the part of the functions of the Customer under the Contract;
19.4 site access shall be handed over to the Contractor with the elimination of all legal
and defacto obstacles and to provide site utilities.
19.5 to give permission to the Contractor to use the existing rock quarry inside the
Akkuyu NPP free of charge.
20 The Customer shall ensure the accomplishment of the following functions under
the Contract:
20.1 the transfer to the Contractor under the act of acceptance and delivery of the
Construction site within 30 (thirty) days after the conclusion of the Contract;
20.2 the performance of the payment after the Works carried out by the Contractor and
accepted by the Customer in accordance with the procedure provided for by
Article 4 of the Contract;
20.3 the performance of the quality control of the carried out Works and services,
materials and equipment, of the appropriate execution of the Design, Working
and other documentation developed by the Contractor and formed in the course
of the fulfillment by the Contractor of the contractual obligations;
20.4 the performance of the advancing of the contractor Works in accordance with the
established procedure;
20.5 the performance of the building control by the construction of the Facilities of the
OHES;
20.6 the prohibition of the commencement of the Works and the suspension of the
construction and installation Works commenced and the Works on the
production of constructions in case of the revelation of non-compliance of the
employed materials and technologies with the requirements of the Working
documentation;
20.7 the termination of the works and the taking of the requisite measures in case of the
threat of occurrence of emergencies and accidents, the removal of employees, by
the revelation of violations by the personnel of the Contractor of the rules,
regulations and instructions;
20.8 the suspension of the payment for the Works in case of the defect in the Quality of
the carried out Works until the elimination of the
Drawbacks/Discrepancies/Defects;
20.9 the agreement of the quality plans of the Contractor, its Sub-Contractors and
Suppliers;
20.10 the carrying of an extraordinary audit of the elimination of the remarks revealed in
the course of the carrying out of the planned audit or in case of the existence of
remarks on the quality of the carried out Works and services;

17
20.11 the exercise of other authorities of the Customer provided for by the Contract and
the legislation of the Republic of Turkey.
20.12 to provide and maintain major licenses and permits throughout the Contract period.

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21 The Contractor shall have the right to:
21.1 involve Sub-Contractors under the terms and conditions of the Contract and the
legislation of the Republic of Turkey for the fulfillment of the obligations under
the Contract in the preservation of the responsibility of the Contractor for the
carrying out of the whole volume of the Works and services under the Contract;
21.2 exercise other rights of the Contract and the legislation of the Republic of Turkey.
22 The Contractor shall be obliged:
22.1 to carry out all the Works and services as per the Contract in accordance with the
Appendix 1 within the time limits prescribed by the Project Management
Schedule (Customer - Contractor) (Appendix No. 3 to the Contract), quality
assurance programs and other terms and conditions of the Contract, as well as by
the requirements of the legislation of the Republic of Turkey. The Contractor
shall be obliged to coordinate any departures from the Appendix 1 by carrying
out of the Works and rendering of the services including those not influencing
the technology and quality of the Facilities, the Start-up Complex of the OHES
with the Customer;
22.2 to bear responsibility for the non-compliance with the Quality of the carried out
Works;
22.3 not to go beyond the limits of the carried out Works established by the present
Contract without the agreement with the Customer;
22.4 to bear responsibility for prompt obtaining of all the permits, licenses and approvals
from the executive bodies and local governments of the Republic of Turkey
when the Contractor is obliged to obtain them in its own name and which are
necessary for the carrying out of the Works. The Contractor shall independently
give all the notices, pay all the expenses, taxes, fees and charges and shall obtain
all the permits, licenses and approvals which are required by law in connection
with the carrying out and completion of the Works and elimination of all the
revealed Discrepancies. The Contractor shall be obliged to relieve the Customer
from the responsibility and indemnify him against the damage arising out of or
as a result of any violation of its obligations. At the same time the Customer
shall indemnify the Contractor against the above-mentioned expenses, taxes,
fees and charges on the ground of the copies of the obtained permits, licenses
and approvals, as well as the primary documents of their payment;
22.5 to receive the monetary funds transferred by the Customer for each stage of the
Works and spend them in accordance with the purposes defined in the Contract;
22.6 to develop and coordinate with the Customer the quality plans;
22.7 to come to an agreement and submit at the request of the Customer the lists of the
Sub-Contractors involved in the carrying out of the Works;
22.8 to control the availability by the Sub-Contractors of the relevant licenses and other
documents permitting the carrying out of the activities, quality assurance
programs, skilled personnel;
22.9 to agree upon the quality plans of the Sub-Contractors;

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22.10 to carry out the examinations of the fulfillment of the terms and conditions of the
validity of the licenses, the quality plans of the Sub-Contractors;
22.11 to develop and submit to the Customer the Design documentation Works in
accordance with the Detailed schedule of the design and survey works of the
OHES with the Customer, the Detailed schedule of the development of the
Working documentation of the Project (Customer – Contractor) (Appendix No.
5,6 to the Contract);
22.12 to submit to the Customer at its request the report on the intended use of the
received funds;
22.13 to develop within 45 (forty-five) days from the moment of the conclusion of the
present Contract the Detailed schedule of the production and supply of the
equipment of the Project (Customer – Contractor) (Appendix No. 7 to the
Contract).
22.14 to ensure the usage of an information database (PMIS) on the course of the
construction of the facilities of the OHES, registration of the Design
documentation, As-Built documentation on all types of Works and Contracts in
the information system of the capital construction of the project management
system used by the Customer for the control of the course of the construction of
the facilities of the OHES;
22.15 to provide access to the database of the accounts and records on the project of the
construction of the facilities of the OHES to the representatives of the Customer
to the extent of the information as agreed by the Parties;
22.16 to provide unhindered access at any time to the Facilities, Construction site to the
Representatives of the Customer and Oversight bodies of the Republic of
Turkey;
22.17 to ensure the acquisition of equipment for the construction base, operation of the
construction base, temporary networks and structures on the Facilities being
built (utility and drinking, technical, fire water supply, ground water recession
system, heating, ventilation,, power supply, welding network, hoisting devices,
lighting, sewerage, compressed air network, communication, access and on-site
roads);
22.18 to ensure the availability for the whole period of construction of the certified
construction technology laboratory, technical inspection of the Contractor,
geodetic service, welding joints supervisory service, or to conclude a Contract
with the organizations entitled to carry out the respective type of activities;
22.19 to ensure the development of all the necessary projects of the performance of the
works, projects of the performance of the geodetic works, technological charts,
other installation technological documentation on all the types of the works
performed on the Facilities being built, its agreement in accordance with the
established procedure and the unconditional fulfillment of its requirements;

20
 22.20 to ensure the correct and appropriate geodetic connection and marking of the
facilities in relation to the primary points, lines and levels, the correctness of the
position of the levels, sizes and geodetic coaxiality of the facilities, the
preservation of the marks of the geodetic control network and the their recovery
in case of loss through the fault of the Contractor; the preservation of the control
network of the geodetic breakdown transferred by the Customer; the transfer of
the bench marks and points of the geodetic control network in case of the
necessity of their dismantling in the course of the construction; the transfer upon
the completion of the construction of the as-built drawings of the location and
catalogues of coordinates and altitudes of the geodetic marks established by the
geodetic breakdown works during the construction and preserved until its
completion to the Customer;
22.21 to arrange on the Construction site the safety management system with the
appointment of heads personally responsible for the safe performance of the
Works and to bear responsibility for the safe performance of the Works.
22.22 to ensure the notification of the Customer of any unplanned events or incidents on
the Construction site in connection with the execution of the Contract including
without limitation information:
 on an emergency, fires, inflammations and prohibitions of the Supervisory bodies of
the performance of the Works (within 1one) hour);
 on any accident irrespective of its severity level in accordance with the form
established by the relevant body of state authority of the Republic of Turkey (within 12
(twelve) hours), and within a week after the conclusion of the investigation to submit
the copies of the materials of the special investigation of accidents;
 on embezzlements of materials and equipment and/or other unlawful acts (within 12
(twelve) hours);
 on seizure and/or blocking of the accounts of the Contractor and/or other circumstances
influencing the payments between the Parties (within 2(two) hours);
 on the strike of the personnel of the Contractor, acts of third parties including bodies of
state authority and local government bodies directly or indirectly connected with the
Facilities and mutual settlements of the Parties and obligations under the Contract
(within 12 (twelve) hours);
 on other circumstances and facts influencing the fulfillment by the Parties of their
obligations under the Contract (within 12 (twelve) hours).
22.23 to comply with the traffic and shipping rules established by the territorial
operational services on all public and temporary roads involved in the transport
operations of the construction and if necessary to obtain from the relevant bodies
and other competent authorities permits and approvals for the displacement of
over-sized and dangerous cargoes. To ensure the approval of the transport
diagrams during the whole period of the construction in accordance with the
established procedure;
22.24 to transport, store and use hazardous materials (if they are necessary by the
performance of the Works under the Contract) in strict adherence to the
applicable legislation of the Republic of Turkey;

21
22.25 to take environmental measures in case of the formation of construction and
household wastes in the process of the performance of construction and
installation Works using its own resources or the resources of third parties by the
methods and standards defined by the applicable legislation of the Republic of
Turkey, at its own expense perform their removal and utilization from the
territory of the Facility (Construction site) to special-purpose areas. To ensure
the comprehensiveness and integrity of the reporting documents on the
utilization of wastes. To promptly effect the payments for the environmental
pollution from emissions, discharges, disposal of wastes formed as a result of the
production activities on the Facilities of the construction and stipulated for this
area;
22.26 to develop within 30 (thirty) days from the date of the conclusion of the Contract
the Regulation on the assurance of environmental safety by the construction of
the Facilities of the OHES and agree it with the Customer, if necessary agree
with the relevant Supervisory and Regulatory bodies of the Republic of Turkey,
determine the skilled personnel available to it, Sub-Contracting organizations,
responsible for the compliance with the environmental legislation and assurance
of the environmental safety by the construction of the OHES;
22.27 to conclude Contracts for the utilization of the construction wastes on account of
the Contractual price;
22.28 to bear responsibility for the compliance by any Sub-Contractor with the
requirements of the normative legal acts on all issues including those connected
with labour protection, environmental protection, fire and occupational safety;
22.29 to comply by the carrying out of the Works with all the necessary measures of fire
safety, labour protection and sanitation, environmental protection and traffic
safety in accordance with the normative legal acts in effect in the Republic of
Turkey during the whole period of the performance of the Works under the
Contract;
22.30 to ensure by its own forces and resources the obtaining and prompt prolongation of
all the necessary permits, approvals, professional and special accesses necessary
for the performance of the Works and services requisite for the Contractor in
accordance with the legislation of the Republic of Turkey.
22.31 to submit to the Customer not later than the 20th of the last month of each quarter
the plan of the Works for the upcoming month (release of working
documentation, supply of materials and equipment, construction and installation
Works, pre-commissioning Works and so on). The development of the plan shall
be carried out with the use of the software tools agreed with the Customer;
22.32 to submit to the Customer the monthly report on the course of the carrying out of
the Works not later than the 25 (Twenty fifth) of the month following the
reporting month in accordance with Appendix 11;
22.33 to ensure the construction and/or lease of Temporary Buildings and Structures
necessary for the performance of the Works and services, accommodation of the
personnel of the Contractor and Sub-Contractors;

22
22.34 to determine and agree with the Customer the working day routine (the beginning
and ending of the working day, lunch breaks) of the own personnel and that of
the Sub-Contractor and ensure its accomplishment;
22.35 to develop the Design and Working documentation in accordance with the
requirements of the legislation of the Republic of Turkey and Terms of
Reference;
22.36 by the transfer of the Design and Working documentation to the Customer to
comply with the requirements to the formats, marking and volumes of the data
agreed with the Customer;
22.37 to perform the supply of the materials and equipment to the Construction site in
accordance with the Schedule of the production and supply of the equipment of
the Project (Customer – Contractor) according to the thematic task for the
performance of the Works and to bear responsibility for the quality of the
supplied materials and supply time frames;
22.38 to supply the materials and equipment in the area of its responsibility in sets in
accordance with the technical conditions and/or terms of reference, as well as to
supply at the same time the technical documentation;
22.39 to ensure the preservation of the Construction site, Temporary constructions, as
well as the materials and equipment, construction machinery and expandable
materials during the period of performance of the Works under the Contract until
the full completion of the Works under the Contract;
22.40 to bear responsibility during the Warranty period for the supplied and installed
materials and Equipment and the equipment received for installation and
installed, as well as for the incorrect installation of the equipment. In case of the
loss of function except for the loss of function in connection with the incorrect
handling and for the equipment also for the reasons not connected with the
incorrect installation perform their replacement at its own expense;
22.41 to ensure the prompt maintenance of the As-Built, accounting and reporting
documentation on all types of Works by the construction of the OHES complex
including in the database of the project management information system. To
submit documentation for the organization of the construction control by the
Representative of the Customer;
22.42 to organize the performance of the Works on the construction of the OHES
complex in accordance with the applicable documents on the construction safety
requirements executing in accordance with the established procedure certificates
of clearance and work permits for the performance of the Works;
22.43 to proceed to the carrying out of another stage of the Works on the construction
only with the written authorization of the Representative of the Customer;
22.44 to perform the designer supervision during the whole period of the construction of
the facilities of the OHES in accordance with the applicable normative legal
acts of the Republic of Turkey and the terms and conditions of the Contract, as
well as:

23
 to carry out the inspection of the compliance of the performed construction and
installation Works in the compliance with the Working Documentation and
requirements of the construction regulations and rules;
 to organize the certification of the concealed works by the provisional acceptance of
the critical structures;
 to keep the designer supervision log as per the form agreed with the Customer;
22.45 to ensure the existence of the Working documentation on the performed Works
directly at the place of the performance of the Works available for the authorized
representatives of the Customer and the Supervisory bodies of the Republic of
Turkey;
22.46 to develop within 60 (Sixty) days after the approval of Design Documentation the
lists of the equipment, systems, pipelines subject to the registration with the
authorized bodies Republic of Turkey and agree it with the Customer;
22.47 to develop and transfer for agreement to the Customer within 90 (Ninety) days
from the date of the conclusion of the Contract the “Regulation on the procedure
for the interaction by the construction and commissioning of the OHES
(Appendix No. 14 to the Contract) with the determination of the liabilities of the
Parties in it. The Customer shall agree with it or provide written reasoned
objections within 30 (Thirty) days from the date of the receipt;
22.48 to ensure the preparation of the documentation, equipment, systems, and pipelines
for the carrying out of their registration by the Customer;
22.49 to bear responsibility for the time limits, quality and cost of the performance of the
whole package of the Works;
22.50 to give a written notice to the Customer of the readiness to complete the Works on
the Facilities not later than 10 (Ten) business days prior to the date of the
completion of the OHES facilities and in accordance with the requirements of
the NTD;
22.51 to transfer to the representative of the Customer the executed As-Built
documentation on the performed Works 5 (Five) days prior to the
commencement of the operation of the Working commission for the delivery and
acceptance of the facilities and systems for operation;
22.52 to develop and agree with the Customer within 45 (Forty-Five) days from the date
of the approval of the Design documentation the list of the documents and the
schedule of the development of the set of pre-commissioning documentation
(programs, methods and so on) (Appendices No. 6 and No. 12 to the Contract)
for the carrying out of the pre-commissioning Works;
22.53 to develop the schedule of the performance of the simultaneous Works with account
of the requirements of the safety regulations in case of the necessity of the
carrying out of the simultaneous Works;
22.54 to take part in the operation of the Working commissions, sub-commissions and
acceptance commission for the acceptance of the Facilities of the OHES and
“Akkuyu” NPP in general for the experimental-industrial and industrial
operation;

24
 22.55 to perform to the full extent the Works on the technical and biological land
recultivation with the subsequent execution of acts of acceptance and delivery of
the restored (recultivated) lands;
22.56 to submit to the Customer the information and documents concerning the
fulfillment of the terms and conditions of the Contract within 5 (Five) business
days from the date of the receipt of the written request of the Customer on the
conditions of the performance of the works.

6. CONDITIONS OF PERFORMANCE OF WORKS

23 Construction site
23.1 Prior to commencement of Work execution, the Customer shall transfer:
(A) the authorization to proceed construction and installation work, after the
approval of design documents;
(B) geodetic control network for construction and the items of this network that
are assigned for the Construction site within 10 (ten) working days from the
date of entering into the Contract;
(C) technical conditions for interconnection to temporary networks (electricity,
water sewage and supply et al) for ensuring construction and commissioning.
23.2 The Contractor is obligated to:
 deliver Construction machineries and consumable materials to the
Construction site in compliance with the requirements of the Design
documents; to carry out their unloading, warehousing, operation, repair and
maintenance of vehicles and machineries; to ensure their safety;
 notify the Customer about the assigned movement routes of machineries
within the Construction site, parking places of machineries during idle time
and loading and unloading places;
 make provisions for maintaining cleanliness at the site, wherefore:
(A) to dispose of construction and domestic household wastes of the Contractor
from the Construction site on a regular basis, to pay for their utilization;
(B) to cleanup the Work execution zone and access roads daily, including
construction base facilities, temporary small towns,;
(C) to cleanup the Construction site and the five-meter zone, adjoining territory
to it.
23.3 Valuable wastes (non-ferrous metals, stainless steel, etc.), metal scrap shall be
disposed by the Contractor on a regular basis to the places, specified by the
Customer, and shall be transferred to the Customer, according to the act by
specifying the quantity except the machines and equipment belonging to
Contractor..

25
23.4 The Contractor shall take the risk of penalties, which are imposed by Inspection
and regulating bodies of the Republic of Turkey or local authorities at failure of
the set forth above obligations under the given clause.
23.5 The Contractor shall ensure maintenance and operation of temporary service lines
(lighting, heating, sewage systems, etc.).
23.6 The Contractor is obligated to prepare production territories, work sites and
workplaces for safe Work execution. Preparatory measures shall be completed
prior to commencement of Work execution.
23.7 In the terms agreed upon by the Parties after completion of Works at Facilities,
except for the under construction and Facilities of construction base, the
Contractor shall remove the equipment belonging to the Contractor and the
Building machineries, imported by the Contractor for temporary use, shall
dismantle and remove the temporary elements (except for the Commissioning
Works related elements), shall hand-over the Construction site of the completely
constructed Facility, in the established procedure, to the Customer in the condition
in compliance with the Project and Working documentation, the requirements of
fire protection, radiation an environmental safety and sanitary standards by
drawing up of transfer and acceptance Act.
23.8 From the date of signing the transfer and acceptance Act of the Construction site,
the Contractor shall bear the full responsibility for safeguard and maintenance of
the Construction site, materials and equipment, Works, Construction machineries
and consumable materials, Temporary buildings and structures.
23.9 The Contractor is obligated to ensure arrangement of Construction site and
Temporary buildings and structures, their technical maintenance, in accordance
with the requirements of the Project and the legislation of the Russian Federation
and the Republic of Turkey.
23.10 The Contractor is obligated to make arrangements for access mode on the territory
of the Construction site by means of entrance/exit control of personnel and
personnel of the Sub-Contractor.
SAFEGUARD AND MAINTENANCE OF THE CONSTRUCTION SITE
23.11 From the date of acceptance of the Construction site until the signature of the
Acceptance Certificate of OHES complex facility, the Contractor shall bear the
total responsibility for safeguard and maintenance of the Construction site,
materials and the equipment received in installation of Equipment, Works,
Building machineries and consumable materials, Temporary structures.
23.12 The Contractor is obligated to provide safe Work execution at the Construction site,
including on production territories, Work sites and workplaces.
23.13 The Contractor is obligated to keep clean and in order, to clear the waste and not to
block up by stored materials and structures, the driveways, passages at the
Construction site, and also the passages to Workplaces.

26
23.14 The Contractor is obligated to ensure arrangement of Construction site, buildings
and Temporary constructions, their technical maintenance, in accordance with the
Construction Management Plan, requirements of Construction Codes &
Regulations of Republic of Turkey, Turkish Standards, sanitary, fire
protection, environmental and other existing standards.
23.15 The Contractor is obligated to provide lighting of Construction sites, Work sites and
workplaces, driveways and approach roads to them.
24 Supply of materials and equipment
Manufacturing and/or supply of equipment and materials
24.1 The Contractor supplies construction materials, items, structures and equipment for
the construction of the Objects, as per the Design and Engineering documentation.
24.2 The Contractor shall work out the equipment and materials specification as a part
of Design documentation. Based on the Design documentation, the Customer shall
create a list of the equipment and materials subject to on-receipt inspections that
must be attended by the Customer, in accordance with Appendix No.13
“Regulation on the Procedure of Interaction in Construction and Commisioning of
OHES”. The form of the list must be coordinated with the Customer. The
Customer shall deliver the list to the Contractor. Equipment and materials that are
not included in the list shall be subject to the Contractor’s own incoming
inspection procedure that must be coordinated with the Customer.
24.3 The Contractor undertakes to carry out all the Works related to ordering,
manufacturing and delivery of the equipment and materials in accordance with the
consolidated equipment and materials supply specification that must be
coordinated with the Customer, and in accordance with the Detailed Schedule of
the Project equipment manufacturing and delivery (Customer – Contractor)
(Schedule 7), including: preparing the necessary documentation for the
manufacturing of equipment and materials in accordance with the initial technical
requirements, technical assignment and/or engineering specifications,
manufacturing and delivery of equipment and materials to the construction site,
supervision of the installation of the incoming equipment and materials during the
construction process.
24.4 The Contractor shall supply to the construction site all equipment and materials
required for the fulfilment of the works and provision of services under the
Contract; the costs of these are included in the contract price. Equipment and
materials supplied by the Contractor must be complete and must comply with the
requirements of the engineering specifications and/or technical assignments and
regulatory documents. Equipment and materials must be new, must not have been
used previously and must correspond to the Design and Engineering
documentation.
24.5 The Contractor is responsible for the quality of the incoming equipment and
materials and for their delivery in time.

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24.6 The Contractor must ensure the quality and operability of the incoming equipment
and materials. The period of the Contractor’s and the manufacturers’ warranty for
incoming equipment and materials cannot be shorter than the warranty period for
the objects of the OHES, and at least one year from the date of signing the
Commissioning acceptance certificate for the OHES facilities.. Terms and
conditions of the warranty for the incoming equipment and materials must
correspond to those of the warranty for the objects of the OHES Facilities.
24.7 The Contractor shall arrange acceptance, unloading, loading, warehousing,
accounting, storage, secondary conservation, security and delivery to the worksite
for all equipment and materials that arrive at the Construction Site. The cost of
these is included in the overall price for the equipment and materials. Moreover,
the Contractor shall prepare the procedures of on-receipt inspections and ensure
that all the conditions for those inspections are in place (lifting equipment,
measurement devices, lifting operations during the inspection, unpacking and
packing operations with the incoming goods, etc.)
24.8 The Contractor shall pay for all charges related to customs clearance of the
documents. Any customs duties and fees, taxes (VAT) and other relevant charges
for importing goods from abroad, as well as the costs of preparing customs
clearance of the documents, shall be reimbursed by the Customer in accordance
with the Procedure for determining the cealing costs of equipment during
investment activity related to the construction of the OHES.
24.9 The Contractor must coordinate with the Customer detailed (itemized) annual
schedules for delivery of equipment and materials, which shall be aligned with the
Timeline of the construction of the OHES.
24.10 The Contractor undertakes to notify the Customer in writing about any upcoming
shipment of equipment and materials to the Contractor, at least 10 (ten) business
days prior to the date of such shipment.
24.11 The Contractor must coordinate with the Customer any changes of items, scheduled
deliveries, quantities and quality requirements for the incoming equipment and
materials.
24.12 When supplying the equipment, the Contractor must ensure compliance with the
requirements of the Design and Engineering documentation and arrange the
creation and coordination with the Customer of initial technical requirements (as
needed), technical assignments and/or engineering specifications for the incoming
items, schedules and methods of acceptance/acceptance-and-commissioning tests
whose timing shall be aligned with the Comprehensive Project Management
Schedule (Customer – Contractor) (Appendix 4).
24.13 The Contractor shall participate in incoming inspections arranged by the Customer
and shall fulfil the requirements of the Appendix 13, The Regulation on On-
receipt Inspections for Incoming equipment and materials incoming to the
“Akkuyu” NPP Construction Site; the Contractor, together with the Customer,
attends acceptance/acceptance-and-commissioning tests at manufacturers’
facilities and provides a translator to translate from English/Turkish to Russian (as
needed).

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24.14 The Contractor shall ensure complete unloading, warehousing and delivery to the
worksite for all equipment and materials that arrive at the Construction Site; the
Contractor ensures compliance with the requirements of regulatory and technical
documents during such works.
24.15 At least 10 (ten) business days prior to any acceptance/acceptance-and-
commissioning test at manufacturers’ facilities or any on-receipt inspection of
equipment and materials, the Contractor shall notify the Customer in writing
thereof and request that the Customer’s experts participate therein. The Customer
shall assign and dispatch an expert to participate in acceptance/acceptance-and-
commissioning tests and on-receipt inspection of equipment and materials; such
an expert shall be the head of the acceptance committee.
24.16 The Contractor undertakes to notify the Customer about any upcoming on-receipt
inspection at least 10 (ten) business days in advance. The Customer arranges the
procedure of on-receipt inspection of equipment in accordance with the
Regulation on On-receipt Inspections for Incoming equipment and materials on
their arrival at the “Akkuyu” NPP Construction Site.
24.17 All equipment and materials supplied for the construction project must have
relevant certificates in place; when necessary, permits issued by regulatory
authorities, technical passports and other documents attesting the quality of such
equipment and materials must be in place as well. The originals of these
certificates, permits, technical passports and other documents must be delivered to
the Customer 15 (fifteen) days prior to the commencement of any works that
involve this equipment and materials.
24.18 The following documentation shall accompany the delivered equipment:
 invoice, in 2 copies in English, the copy in Russian is transferred to
the buyer upon the equipment shipment);
 packing lists with indication of the number of the positions and the
total gross/ net weight ((in English, the Russian copy is transferred
to the Buyer upon the equipment shipment.)
 international consignment note (CMR),issued in the name of the
Consignee in 2 copies (in English)
 Copy of a Belgian Export Customs Declaration (EX certificate) (in
English)
 compliance certificate of the Russian Federation for equipment
(mandatory certification ) (in Russian)
 certificate of origin for equipment (in English)
 Quality certificate (in English)
 Passport for equipment (installations, in Russian)
 Protocol of equipment factory tests (in English and in Russian)
 Instruction (manual) for equipment installation and operation (in
Russian)
 Complete set of electric circuits (in English)
 Complete set of process flowsheets (in Russian)

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 Certificate of approval of the type of measuring devices for
measuring systems integral with the plants for the hydrogen
production unit HySTAT-A, including the description of the type of
measuring devices and Methods of verification of measuring
devices (in Russian)
 Conclusion of the industrial safety expertise for the equipment (in
Russuan).

30
24.19 The Supplier shall provide the Buyer with the passports for the vessels pertaining to
pressure vessel types prior to the equipmtnt commissioning.
24.20 The Contractor is responsible for integrity of all incoming equipment and materials
delivered by the Customer.
24.21 When accepting, storing up and keeping equipment and materials, the Contractor
ensures compliance with regulatory and technical documents, technical
assignments/engineering specifications for the delivered equipment and materials.
The Contractor also ensures that all steps have been taken to prevent the loss
(destruction), damage and/or breakage of the equipment and materials. In the
event of any loss, damage and/or breakage of equipment and materials due to the
Contractor’s fault, all additional supplies (replacements) required to restore the
correct quantity of the goods shall be done at the Contractor’s cost.
24.22 The Contractor shall be responsible for compliance of the equipment and materials
used in the project with the project specifications, national standards and technical
assignments/engineering specifications.
24.23 The Contractor must ensure that all permits and licenses required to carry out all
the works related to ordering, manufacturing and delivery of equipment and
materials to the Construction Site are in place, including the permits and licenses
for Subcontractors’ activities.
24.24 Within 45 (forty-five) days from the date of approval of the Design documentation,
the Contractor shall deliver to the Customer consolidated equipment and
materials supply specification for the supply of equipment and materials; every
quarter, the Contractor shall update aggregate procurement specifications and
deliver them to the Customer. The specifications’ format must be coordinated with
the Customer.
24.25 Within 45 (forty-five) days from the date of approval of the Design documentation,
the Contractor shall work out and submit to the Customer’s approval the Delivery
Schedule for equipment and materials. The Customer shall either approve it
within 30 (thirty) days from the date of acceptance or present reasonable
objections in writing.
24.26 The Contractor shall, in good time, enter into agreements with transport companies
to arrange delivery of equipment and materials to the Construction Site.
24.27 The Contractor must coordinate quality plans with the Customer prior to the start of
equipment and materials manufacturing.
24.28 The Contractor shall arrange and ensure that the equipment and materials are
labelled by their manufacturers in accordance with the labelling system (KKS)
used in the “Akkuyu” NPP Project.
24.29 The Contractor must ensure that the Customer has access to manufacturing
facilities that produce the equipment and materials in order to carry out random
inspections (without any interruption to the manufacturing process) and of
manufacturing, delivery, storage and use of equipment and materials.

31
24.30 By the fifth day of each month, the Contractor shall submit to the Customer a report
about the equipment, materials, systems and units purchased in the previous
month. The reports shall include information about the Vendors, the items and
their quantities, , the number of the relevant installation drawing or procurement
specification. The report must specify all the units that have been released into the
installation and/or production follow-up by the end of the reporting period and all
the units remaining stored up at the warehouse. The reports shall be submitted in
hard copy, signed by the Contractor’s represantitive, as well as in electronic form;
the reports’ format must be coordinated with the Customer. First part to be
discussed with Mr. Kazakov
24.31 The Contractor cannot begin installing equipment and release materials into the
installation and/or production follow-up without a positive resolution of an on-
receipt inspection committee such approval shall not be unreasonably withheld
as per time frame defined in Appendix 13. Should any
deficiencies/discrepancies/defects be identified, the Contractor must remedy the
deficiencies in full and then resubmit the goods for on-receipt inspection.
Construction Machinery and Consumables
24.32 The Contractor shall deliver Construction Machinery and Expendables to the
Construction Site in accordance with the requirements of the Design
documentation. The Contractor shall arrange their unloading, storage, operation,
repairs and maintenance of the machinery and devices, and shall ensure their
integrity.
24.33 The Contractor shall coordinate with the Customer’s representative the machinery
traffic routes within the Construction Site, the points of machinery unloading,
loading and parking at idle periods.
24.34 The Customer at his own cost engage a third party to participate in compliance
assessments, acceptance tests at manufacturers’ facilities, on-receipt inspections of
equipment, materials and semi-finished goods.
25 Personnel
25.1 With a view to Works performance, the Contractor shall provide to the Construction
site efficient, trained and duly qualified personnel possessing necessary
authorizations, licenses, as well as certificates who are ready to implement Works
of proper quality.
25.2 The Customer may request the Contractor in writing to put on suspension any
worker engaged in the Project or Works who:
 takes actions endangering safety, health of people or environment on a
regular basis.
 is incompetent and negligent in performing his obligations;
 fails deliberately to comply with the Contract material;
25.3 The Contractor shall appoint (or ensure appointment of) a specialist qualified to
replace a suspended person.
25.4 The Contractor takes all responsibility for safe Work practice organized by
personnel of the Contractor, Subcontractors and the Customer’s representatives.

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 25.5 Подрядчик обязан обеспечить наличие персонала компаний из Субподрядных
организаций, имеющих соответствующую подготовку, аттестацию и право
на выполнение видов работ, с учетом требований НТД ТР. .
25.6 The Contractor shall arrange health and safety service (department) at the
construction site within 10 days prior to Works commencement on site.
25.7 The Contractor takes all responsibility for safe Work practice organized by
personnel of the Contractor, Subcontractors and of the Customer’s
representatives.
25.8 The Contractor shall provide for its own personnel, as well as for personnel of
Subcontractors and Suppliers necessary office space and amenity block,
workstations, normal sanitary conditions, properly operating individual and
collective protection means, overalls, safe shoes according to valid sanitary
safety norms and rules, as well as provide personnel transfer service to work
area.
25.9 The Contractor shall approve with the Customer location and siting conditions of
temporary personnel facilities. The Customer is entitled to request relocation (or
removal) of temporary personnel facilities. Minimum relocation can be asked
25.10 The Contractor shall conduct prompt medical examination of its own personnel, as
well as personnel of Subcontractors in accordance with legislation of the
Republic of Turkey and requirements of supervision agencies of the Republic of
Turkey.
25.11 Personnel of the Contractor and Subcontractors shall adhere to labor discipline,
working procedure and hours. The Contractor prepares work schedules (in the
event of shift work organization) for each Project.
25.12 During Works performance, the Contractor shall:
 provide for personnel access to the Construction site considering requirements
of physical protection and job order permit system;
 provide personnel, which qualification complies with class of Works in
progress,
 ensure health actions general for all organizations are undertaken, as well as
coordination of Subcontractors’ actions.
25.13 The Contractor shall submit to the Customer a daily summary report on attendance
of its own and Subcontractors’ personnel at construction projects.
7.4 Subcontractors, Suppliers and other contractors
25.14 The Contractor shall perform at least 60% of Works under the Contract by own
forces other than Works connected with supply of equipment and materials.
25.15 The Contractor is entitled to engage Subcontractors and Suppliers only upon a
written consent of the Customer, which have necessary licenses, authorizations,
accreditation certifications, quality system certificates and other documents for
execution of specific type of Works under the Contract as required by the laws of
the Republic of Turkey.

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25.16 The Contractor is obliged to submit to the Customer aforesaid documents and data
prior to involvement of Subcontractors and Suppliers in Works performance or
service rendering. The Customer is obliged to review submitted documents and
data within 5 (five) business days upon their receipt and send the Contractor a
written notice of consent or refusal to engage Subcontractors or Suppliers in
Works performance and service rendering.
25.17 The Contractor bears responsibility in full for quality, terms of Works and Services
completion, compliance with fire safety and general safety instructions during
Works performance by Subcontractors and Suppliers.
26 Temporary buildings and facilities
7.5.1 The Contractor undertakes to erect Temporary buildings and facilities on the
site proposed and arranged by Customer under a list agreed with the Customer
according to Design Documentation and use them in compliance with the present
Contract.
7.5.2 The Contractor is obliged to use Temporary buildings and facilities only for
the purposes of construction under this Contract.
27 Engineering and design works performance
7.6.1 Works performance
7.6.1.1 The Contractor shall perform all Design and survey works for the
OHES according to Design Documentation, Working and Design
Schedule for design and survey works for construction of the
OHES (Appendix No 5 to the Contract).
7.6.1.2 Should the Contractor fail to comply with terms for submission of
Design and Working Documentation to the Customer for an
approval and confirmation, the Contractor bears responsibility
pursuant to clause 11 of the Contract.
7.6.1.3 The Contractor shall deliver to the Customer a list of drawings
and cost estimates as well as a package of developed drawings
and cost estimates, and quarterly update the list till 10 (tenth) day
of the first month of a quarter following the reporting month.
7.6.1.4 In the course of development of Working Documentation, the
Contractor shall:
- develop Working Documentation with the content, volume and under the conditions
prescribed in the Contract and approved Design Documentation on term as per
Detailed Schedule of Project Working Documentation Development (Appendix No
6 to the Contract) and deliver it to the Customer in packages;
- follow the requirements of formats, marking and data scope agreed with the
Customer when handing the Working Documentation to the Customer;

34
 7.6.1.5 The Contractor shall develop cost estimates in electronic format
using industrial software system AtomSmeta for the purpose of
their further use in PMIS, in addition, basically compliance must
be fulfilled – “main package of drawings – cost estimate –
specification”, as well as local specifications for Materials and
Equipment by types of works at Projects performed under
working drawings taking into account consumption rate of
material resources and specifications for buildings and facilities.
7.6.1.6 While issuing Working Documentation according to the Detailed
Schedule of Project Working Documentation Development
(Appendix No 6 to the Contract) composed also of local cost
estimates, the Contractor shall deliver issued documentation to the
Customer for the purpose of its Input Control. The Customer shall
release documentation “for construction” or provide substantiated
comments within 5 (five) calendar days upon receipt
7.6.1.7 The Customer keeps two copies of Working Documentation after
all copies have been approved “for construction”.
7.6.1.8 Working Documentation is delivered to the Customer in 4 (four)
hard copies and 1 (one) electronic copy on optical media in the
format agreed with the Customer.
7.6.1.9 Cost Estimate Documentation is submitted to the Customer as per
a bill with the following scope:
- 4 (four) hard copies;
- 1 (one) electronic copy on optical media in the format of industrial software system
AtomSmeta and in interchange format for cost estimate software systems ARPS;
- Copies of substantiating materials (price lists/suppliers’ quotations/ Supply
Contracts, etc.) shall be attached to local cost estimates, within which cost of
materials and equipment is defined on the basis of data on current price level;
7.6.1.10 The Contractor shall arrange work of Design Supervision for
Works performance at Construction site for the whole
construction period within 30 (thirty) calendar days upon entering
into the Contract.
7.6.1.11 The Contractor with the Customer’s participation forms a package
of documents required for handover of Project/Start-up
facilities/Phase, including;
- Annexes to the Acceptance Certificate of Final Completion/ Start-up Facilities/
Phase;
- the equipment to be registered in NPP;
- Estimated cost of Projects for acceptance.

35
 7.6.1.12 Right of ownership to the Working Documentatin developed by
the Contractor and approved the Customer transfers to the
Customer upon signature by the Parties of Work Acceptance
Certificate (Work stage).
7.6.1.13 Approval of any Working Documentation by the Customer’s
representative does not discharge the Contractor from
responsibility for Working Documentation quality, errors and
omissions that may be committed in it.
7.6.1.14 Any additional works to be executed by the Contractor connected
with quality of earlier issued by the Contractor Working
Documentation, save to the extent that Working Documentation
has been approved by the Customer’s representative, refer to the
Contractor’s responsibility and are implemented at its cost and by
its own forces.
7.6.1.15 Approval of any Working Documentation by the Customer’s
representative shall not be construed as authorization for
procurement and production of equipment, additional works or
any adjustment of Contract Price or Works completion terms
unless a duly issued order about introduction of changes is made.
7.6.1.16 The Contractor shall perform Design Supervision within the
whole period of the OHES construction in accordance with the
current regulations of Republic of Turkey and the Contract
provisions, including, but not limited:
- control compliance of performed construction and installation works, Working
Documentation and requirements of construction norms and regulations;
- arrange examination of hidden works;
- maintain a design supervision log by the form agreed by the Parties;
(Appendix № 22);
27.1 Delivery and Acceptance of Design works are performed in the following
procedure:
7.6.2.1 Delivery of the completed by the Contractor Survey and Design
works is arranged in a phased approach. Content and phase terms
are specified in Detailed Schedule of Project Working
Documentation Development (Appendix No 6 to the Contract).
7.6.2.2 All Design and Working Documentation developed under the
Contract is delivered to the Customer as elaborated and fully
completed documentation in hard copies and on optical media.
Number of hard copies and format of software programs for copies
on optical media is defined by the Parties within 30 days upon the
Contract signature.

36
 7.6.2.3 The Customer accepts works within 10 (ten) business days upon
signature of a delivery note about transfer and acceptance of
Design and Working Documentation for this Contract phase and
upon receipt of Work Completion Certificate for a Phase. The
Customer shall sign Work Completion Certificate for this Contract
phase within the time specified or send the Contractor a
substantiated refusal from acceptance. Should the Customer’s
substantiated refusal from Work acceptance be received, the
Contractor shall improve and correct Design and/or Working
Documentation at its cost within the time frame agreed with the
Customer and repeatedly send the Customer a result of Works
performed.
7.6.2.4 If Design and/or Working Documentation (and its parts likewise)
will be recognized by validating or Customer and/or Turkish
Authorities as of poor quality or not completed in full, the
Contractor shall correct it at its cost within the period agreed with
the Customer.
7.6.2.5 Completion date of Surveying and Design works/work stage by the
Contractor is deemed to be a date of signature by the Customer of
Work Completion Certification.
27.2 In the course of Designer Supervision, the Contractor conducts:
(A) random check of compliance of performed construction and assembly
Works with Working Documentation and requirements of
construction norms and regulations;
(B) random inspection of conformance to Work performance
technology connected with reliability, integrity, stability and
durability of construction structures and installation of process
and electrical equipment, pipelines, cables, as well as cable
structures, etc.;
(C) control of procedure and sequence of erection of facilities and their
elements in accordance with Working Documentation and
approved Start-up facilities;
(D) Design Supervision log keeping.
27.3 Rights to intellectual property
(A) The Contractor shall approve with the Customer a necessity to use
intellectual property secured or subject to legal protection
(hereinafter referred to as “IP”) both proprietary and belonging to
third parties, as well as agree procedure and conditions of
acquisition of rights to use it.
(B) Any IP used and created during performance of Works under the
Contract secured or subject to legal protection is be to recognized
in reporting documents.

37
 (C) The Contractor guarantees that it will settle at its cost and by own
forces any issues of remuneration payment to third parties,
including counterparties (co-contractors) of the Contractor,
individuals (authors of intellectual property) connected with the
Contract implementation, among them:
- award for the Contractor’s employees engaged in the Contract implementation under
duty assignment or within employment duties;
- remuneration to third parties engaged to the Contract implementation within civil law
Contracts, including remuneration for participation in services rendered under the
Contract, as well as transfer to rights to IP.
(D) Should be found that exclusive rights to IP and (or) a right to
obtain a patent belong to both Parties, additionally the Parties
determine a procedure to manage rights and use such IP.
(E) The Contractor guarantees to get approval of respective holders of
copyright items created during the Contract implementation and
exclusive rights to which belong to the Customer solely or jointly
with the Contractor, meaning that when using the mentioned
copyright items, the Customer is entitled to:
- use the outlined copyright items without specifying names of their authors;
- make public the said copyright items by any means and in any form;
- make changes, reductions, additions in the described copyright items, as well
as provide pictures, introductions, afterword, comments or explanations of any
kind whatsoever.
(F) The Contractor guarantees that any IP created within the Contract
performance belonging to the Customer solely or jointly with the
Contractor, exclusive rights to such property, as well as tangible
media that show the mentioned property are free and clear of any
encumbrances and do not violate rights of third parties.
(G) In relation to IP created within the present Contract, including
programs for computer, database, and IP subject to legal
protection as being inventions, utility models or design, and in
cases where rights to the said IP or a right to obtain patents belong
to the Customer solely or jointly with the Contractor, the
Contractor prepares, fills and handles a case for granting a title of
protection.
Besides all expenditures due to preparation, filing and handling
the described cases for granting titles of protection, as well as due
to state registration and receipt of titles of protection are included
in Contract Price for the Works under the Contract.

38
 (H) Regarding intellectual property which rights are conveyed to the
Customer in full, including IP subject to legal protection as being
inventions, utility models and design created during execution of
Works (Works stage) under the present Contract, the Contractor
shall advise the Customer in writing and/or by fax about any
violations of rights to the outlined intellectual property became
known to him.
(I) An non-exclusive right to the specified intellectual property passes
from the Contractor to the Customer upon signature by the Owner
of Work Completion Certificate. The definition is not clear yet.
28 Construction and assembly works
During construction and assembly Works, the Contractor shall:
28.1 Perform Works in accordance with Working Documentation and work schedules.
28.2 Ensure coordination of cooperation of all other construction parties of OHES
provided that Customer shall ensure that Contractor’s activities are not negatively
affected or are not interrupted by the other construction parties.
28.3 Fulfill conditions of licenses, approvals and authorizations, professional and special
permits defined specifically under the Contractor’s responsibility and that qualify
for performance of Works stipulated in the Contract.
28.4 Within 30 days appoint responsible managers for each type of Works at each part of
the construction project in writing and notify the Customer about it in writing.
28.5 Remedy Defects detected in the process of construction within the time agreed with
the Customer.
28.6 Ensure prompt development of necessary work method statements (WMS), process
charts, as well as other assembly process documentation by type of Works in
compliance with requirements of technical standards.
28.7 Resolve comments of the Customer’s construction control, Designer supervision
and other Supervisory agencies within the established timeframe.
28.8 Perform hot Works meeting fire safety requirements. Work arrangement and
procedure must be agreed with fire authorities.
28.9 Agree with the Customer temporary connections of utilities and electric networks
and obtain permits for excavation works in the construction area of OHES
28.10 Undertake seasonal actions aimed to protect from damages and inundation of
buildings and facilities included in the Contract scope.
28.11 Arrange work of technical inspection, construction laboratory, geodesic survey,
quality control office and their performance appraisal in due course.
28.12 Operate and maintain temporary ventilation, water supply and electric networks at
the Construction site.

39
28.13 Ensure marking integrity of geodesic control network and its repair in case of
damage or loss through the Contractor’s fault, as well as conduct regular geodesic
observations over precipitations and tilt of buildings and facilities until the
signature of Acceptance Certificate for that Facility as per Article 1.1.5 and 1.1.4.
28.14 Arrange subject-related planning of the Works according to the procedure under
Appendix No.14 and hereto agreed with the Customer.
7.7.1 10 (ten) business days prior to Works completion at the OHES
Complex in conformity with the Design, send the Customer a
written notice about readiness to complete construction and
installation works in the contractual scope
29 General procedure for performance of Works
29.1 From the moment of commencement of works under the Contract and till
completion of performance of works the Contractor shall maintain a general
works log, a log of records for completed work, pile driving log, log of concrete
works, log of welding works, log of anti-corrosive works, log for works of
structures erection, log of controlled tension bolted assemblies, log for grouting of
erection joints, other records and completed reporting documents in regard to
works performed and separately for each Construction project.
29.2 Forms of logs and certificates shall comply with requirements of applicable Turkish
Standards and NTD.
29.3 In case if the Customer identifies Defects, discrepancies or deviations from
requirements of Working Documentation, schedules, NTD, the Customer is
obliged to outline its reasonable opinion in the general work log, specifying the
term for correction of such deviations. The Contractor shall, within the specified
period, fulfill instructions of the representative of Customer, in regard to
fulfillment of which the Contractor is obliged to make an entry to the general
works log.
29.4 30 days after the signature of the Contract a subdivision shall be established within
the structure of the Contractor with the purpose of organization of Works on
observation of safety requirements, fire, radiation, environmental safety
requirements, etc., with appointment of personally liable officials.
29.5 Prior to commencement of performance of Works by the Subcontractor at the
Construction site the Contractor shall issue a certificate of clearance for
performance of Works in the form, stipulated as per NTD.
29.6 After acceptance of OHES Facility and Complex as per Article 1.1.4 and 1.1.5, the
Customer shall introduce operating regime in the Facilities, to be obligatorily
observed by the Contractor
30 Concealed works

40
30.1 Construction nodes and structures, subject to closing-up, critical structures and
sections of engineering networks, subject to acceptance inspection shall be
accepted by authorized representative of the Designer’s supervision. The
Contractor shall, not later, than 3 (three) days prior to commencement of
Concealed works acceptance notify the Customer and representatives of the
Designer’s supervision in written form in regard to performance of provisional
acceptance of works performed and subject to closing-up. The Contractor shall
commence performance of succeeding Works only after acceptance of Concealed
works and issuance of acceptance act for such Works, but not later, than the
terms, specified in such acts and subject to observance of conditions, specified
therein.
30.2 If the Contractor fails to deliver such notification and works are performed in the
absence of authorized representative of the Customer and/or representative of the
Designer supervision, the Contractor shall be obliged, as per the Customer’s
representative request, to open up such work, and to restore it afterwards at own
expense.
30.3 In case of identification of Discrepancies of Concealed works in the course of
acceptance of such Concealed works, the Contractor shall, at own expense, correct
such Discrepancies or perform the Concealed works again in accordance with
requirements of NTD and conditions of the Contract, and to present those to the
authorized representative of the Customer and representative of the Designer
supervision.
30.4 Acceptance acts of Concealed works shall be issued in 3 (three) counterparts and
shall be certified by signatures of the person, responsible for performance of
works, representative of the Contractor, authorized representative of the Customer,
representative of the Designer’s supervision, and other persons (if necessary).
30.5 Works, for which the Contractor did not issue Acceptance acts for Concealed works
and works, technologically tied with those, shall not be accepted for payment by
the Customer until remedial actions are completed as per comments.
31 Prevention of damage and loss
31.1 The Contractor guarantees to indemnify the Customer from all documented claims,
demands, lawsuits etc., by third persons, which may arise resulting from failure to
perform or improper performance by the Contractor of its obligations under the
Contract until its expiration, and in case of occurrence of such, shall undertake
payment of loss, costs and expenses, incurred by the Customer.
31.2 At performance of Works, the Contractor shall take necessary measures are
necessary to provide efficient protection and prevention of damage of existing
objects, adjacent pipelines, power, communication and other networks, road
topping (except for natural wear) and other structures, as well as harm inflicted
upon the environment, including landscaped areas, waterways, soil, etc., on the
Construction site.
31.3 The Contractor shall independently and at its own expense perform renovation
(reconstruction), or to compensate expenses for renovation (reconstruction) of
damaged existing objects, adjacent pipelines, power, communication and other
networks, road topping and other structures, damaged by the Contractor and/or
Subcontractors, Suppliers during performance of Works.

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31.4 The Contractor shall independently and at its own expense eliminate or compensate
damage, incurred by the third parties due to such breach to the environment if
such damage was caused as a result of either action or omission of the Contractor
and/or Subcontractors, Suppliers.
31.5 If in case of actions (omissions) of the Contractor a damage (loss) is caused to the
Customer and/or other persons, including any type of theft, spoilage of Objects
and/or Temporary works, the Contractor is obliged to recover all damage caused.
32 Circumstances, on which the Customer shall be notified by the Contractor.
32.1 The Contractor is obliged to:
(A) Immediately notify the Customer in writing and suspend
performance of the relevant part of the Work and provision of
services until instructions are received from the Customer in cases,
specified in Article 6.6.20.1 and Article 6.6.20.2 of the Contract;
(B) Within 3 (three) calendar days, Contractor gives to give a warning
and suspends the performance of Works or part of the Work and
provision of services until instructions are received from the
Customer in case of identification of:
Possible adverse consequences for the Customer resulting from
fulfillment of its instructions in regard to the method of performance of
works and provision of services;
Other circumstances, not depending on the Contractor, which either
threaten suitability and reliability of results of performed works and
rendered services or make it impossible to complete those within the
terms, specified by the Work performance schedule.
33 Alterations in scope of OHES Complex
33.1 In occurrence of any alterations, modifications or amendments in normative legal
acts of the Republic of Turkey, regional or local normative legal acts, licenses,
permits and other official documents, which enter into force in the territory of the
Construction site, the Contractor undertakes to observe such alterations.
33.2 In case of extension of the scope of Works under the Contract due to all
circumstances, except for cl. 7.12.1, The Customer shall not bear any additional
financial costs. All additional Works shall be performed at the expense of the
Contractor.
34 Commissioning of the offshore hydrotechnical facility complex
34.1 Liability of the Parties at commissioning of the offshore hydrotechnical facility,
including for provision of safety at the Construction site is determined by
conditions of the Contract.
34.2 The Contractor assumes all risks at performance of Commissioning works, which
constitute high-risk works and undertakes to eliminate all identified Defects at
own expense.
34.3 During the performance of Commissioning works, the Contractor shall:

42
7.9.1.1 maintain elaborated documentation at all stages of Works, in the value,
stipulated by the Contract;
7.9.1.2 complete required auxiliary equipment and materials to carry
Commissioning works, as well as to arrange logistics/procurement, as
specified by the testing program;
7.9.1.3 carry out Commissioning works for equipment (including transport and
handling equipment), valves and process systems, ventilation and
conditioning equipment and systems, electrically powered equipment
and I&C for process system, including individual tests for equipment
completed with control support systems, protections, blockings,
automated devices, alarm and communications systems;
7.9.1.4 perform Installation works for temporary elements for flushing and
hydraulic testing, tie-in of throttling and metering orifices, loading of
chemical agents;
7.9.1.5 perform adjustment, alignment of separate types of equipment, included
into process systems, units, lines, with the purpose to achieve
interconnected operation of those, as defined by the project;
7.9.1.6 perform complex testing of equipment with alignment of engineering
processes;
7.9.1.7 according to elaborated Schedule of commissioning works, to provide
quantity of personnel, required for performance of Works and agreed
with the Customer;
7.9.1.8 plan the Commissioning works interrelated with the schedule of the
constructino and installation Works in the software product agreed with
the Customer;
7.9.1.9 carry out performance of Works according to NTD, Design and Working
documentation, approved programs;
7.9.1.10 carry out Commissioning works as per operations manual and
Customer’s authorization order;
7.9.1.11 monthly present Reports o works performed to the Customer, in
the form agreed with the latter;
7.9.1.12 engage representatives of the manufacturing factories to
Commissioning works;
7.9.1.13 Issue readiness certificates for works, subject to closing up, acts
of hydraulic and pneumatic tests, laboratory tests and investigations,
provisional acceptance of works performed;
7.9.1.14 In case of occurrence of situations, threatening lives of people or
integrity of engineering equipment, immediately stop Works, evacuate
personnel from the dangerous zone and immediately notify the
Customer;
7.9.1.15 perform prompt metrological certification and calibration of
instrument and tools, used at Commissioning works;

43
 7.9.1.16 appoint engineer-in-charge for Commissioning works at the
OHES Complex and responsible persons to perform separate types of
works and inform the Customer in writing accordingly with attachment
of copies of as-built documentation;
7.9.1.17 elaborate and coordinate with the Customer the commissioning
(within the area of its liability) and required operational documentation;
34.4 Liabilities of the Customer:
7.9.1.18 To ensure introduction of operating regime (authorized access-
order system) at OHES Facilities, accepted temporary service;
7.9.1.19 To coordinate and bring into action in accordance with the
established procedure the commissioning and required operational
documentation.
34.5 The Customer is entitled to:
7.9.1.20 carry out control and supervision over the progress and quality of
Works performed, observation of performance schedule, quality of
materials used;
7.9.1.21 access locations where Works are performed at any time during the
entire period of performance of Commissioning works with observance
of safety requirements;
7.9.1.22 issue directions for the Contractor in regard to suspension of works,
in case of identification of facts of violation of requirements, specified
by the Project and NTD at performance of Commissioning works.
Whereas the Customer shall specify the term for correction of such
violations and shall make a corresponding entry to the log of
commissioning works at the OHES complex;
7.9.1.23 request retesting in case of non-compliance of test results to
requirements of Commissioning works programs.
Acceptance of OHES Facilities for operation by the acceptance commission in
accordance with the Contract, construction norms and regulations shall be issued by
the Acceptance act for the entire OHES Complex, within the scope of contractual
liabilities.
8 PROCEDURE OF ACCEPTANCE AND HAND-OVER OF WORKS
PERFORMED
35 Handing over and acceptance of works shall be carried out in accordance with
terms and conditions applicable legislation, Appendix 1 to the Contract, Design
and Working documentation for Commissioning works and other documentation,
generated by the Contractor in the course of Project implementation and within
terms specified in Comprehensive Project management schedule.
36 Acceptance of equipment by the Customer shall be carried out in several stages,
according to quality plan for its manufacturing and, as a rule, envisages:
- Acceptance of equipment at the manufacturing factory (in case of necessity –
with preliminary control points);
- Acceptance of mounted equipment;

44
 At that, the Customer, in case of necessity, shall participate in incoming control
procedures, dispatch for assembly, individual and complex equipment testing.
37 Survey works, works of elaboration of Design and Working documentation shall be
accepted on the basis of delivery and acceptance acts in accordance with
Appendix 5 and 6 hereto .
37.1 Stage Work Completion Certificates shall be issued in two copies in Turkish and
English languages with attachment thereto of the annotative report with
description of results of performed works, terms of their approval by the
Customer, identified defects and time for their correction.
37.2 The Act of occurrence of the key event as per the schedule (Appendix №8 to the
Contract) shall be provided to the Customer not later, than within 15 (fifteen) days
after the date of occurrence of the key event.
37.3 Acceptance of survey works shall be carried out by the Customer within 10 (ten)
business days, upon expiration of which the Customer is obliged either to accept
works with issuance, signage of the acceptance act or to deliver a motivated
refusal to accept the works, specifying identified defects and required terms for
correction of such.
38 Handing over and acceptance of construction and installation works shall be carried
out in the following order:
38.1 Handing over and acceptance of construction and installation works for the
reporting period shall be carried out on monthly basis. Prior to the 25 (twenty
fifth) day of the current month the Customer shall deliver to the Customer for
consideration and approval the hard copy of the Act on acceptance of works
performed as per Appendix 16.Delivery of the Act on acceptance of works
performed by the Contractor to the Customer for consideration and approval shall
be made after delivery to the Customer of properly issued As-built documentation
for Works performedCustomer will clarify the article.
38.2 The Act of occurrence of the key event shall be delivered to the Customer not later,
than within 15 (fifteen) calendar days from the date of occurrence of the Key
event.
Within 10 (ten) business days, following the receipt of the Act of occurrence
of the key technological event from the Contractor, the Customer is obliged
to either sign it and deliver to the Contractor or to deliver to the Contractor
a motivated refusal to sign the Act of occurrence of the key technological
event.
38.3 In case if the Contractor receives a refusal to accept the Works performed due to a
reason that is not in accordance with the Contract, the Contractor, the latter is
obliged to correct comments regarding the refusal to accept Works within the
terms, agreed by the Parties and to resubmit documents, specified in Articles 7.2.1
and 7.2.2 of the Contract to the Customer.

45
38.4 If the representative of the Customer needs to carry out quantity surveying of
Works (or part of Works), it shall either inform the Contractor beforehand,
whereas the Contractor shall immediately engage or send its qualified
representative to carry out quantity surveying in presence of representative of the
Customer.
38.5 At availability of Discrepancies Works shall be deemed as improperly and untimely
performed. .
39 Handing over and acceptance of commissioning works and start-up shall be carried
out on the basis of delivery and acceptance acts for works with attachment thereto
of the annotative repost, with description of results of performed works, terms of
coordination of those with the Customer, identified defects and terms of correction
of such.
39.1 The Act shall be made in 2 counterparts in Russian and English languages.
39.2 Report documentation shall be made in Russian and English languages and shall be
delivered to the Customer in 3 counterparts in hard copy and in 2 counterparts on
optical media in PDF format and in software development formats.
9. QUALITY OF WORKS. WARRANTY PERIOD
40 Quality control
40.1 The Contractor must carry out its activity in accordance with the current quality
management system.
40.2 The current Contractor’s quality management system must be certified against the
requirements of international standard ISO 9001:2008.
40.3 The Contractor shall develop the Quality Manual (or update the Quality Manual
available) applicable to the services hereunder within 45 (forty five) days
following the dat of the Contract. The development of the said document shall
follow the structur set forth in Appendix No.18 “Structure of the Quality Manual
and Quality Plans” .
40.4 The Customer shall provide the Contractor with the Customer’s General Quality
Manual NPP QMS (G) (AKU.P.010.&.&&&&&.&&&&.089.PE.0001) (revision
No.2) within 5 (five) days following the date of the Contract.
40.5 The Contractor’s Quality Manual must comply with the requirements of:
Subcontractor’s Total Quality Manual NPP QMS (G) NPP QMS (G)
(AKU.P.010.&.&&&&&.&&&&.089.PE.0001) (version No. 2).
40.6 Contractor’s Qulity Manual must contain list of Control Procedures, applied by the
Contractor when performing the works under the Contract. The Contractor shall
provide The Contractor’s Procedures at Customer’s request. It is allowed to apply
the respective standards of Contractor’s organization as Control Procedures.
40.7 The Customer reserves the right to carry out an expertise of any Control Procedures
developed. After considering the results of expertise, if necessary, the
Subcontractor shall make modification of Control Procedures.

46
40.8 In case if the Contractor fails to carry out activity in accordance with any article of
Appendix 18, it is necessary, nevertheless, to reserve the name of respective
section of Quality Manual and to enter a Record (under the name of its section) of
the absence of this activity indicating the reason for it.
40.9 The Contractor shall agree with the Customer the Contractor’s Quality Manual
prior to proceed with the work and fulfill all its activities hereunder in compliance
with this Manual .
40.10 In accordance with clause 2.3.6 NPP QMS (G)
(AKU.P.010.&.&&&&&.&&&&.089.PE.0001) Quality Control Category under
the Contract QA4.
40.11 Appendix No.18 shall establish the lower requirements to the Quality Manual,
should subcontractors be attracted for work performance hereunder.
40.12 At Customer’s written request the Contractor shall provide the Customer with
information on conformance to Subcontractors’/Suppliers’ Quality Manuals, who
carry out works under the Contract one level lower than Contractor’s, and their
copies. Subcontractors’/Suppliers’ Procedure Quality Manuals are not subject to
the coordination with the Customer.
40.13 Overall Parties’ activity associated with carrying out Quality Inspections with
Quality Category QA4 must be presented in the Quality Plans.
40.14 The Contractor must develop and conform Qulity Plans to the Customer prior to the
performance of Works within their contractual obligations. The list of the Quality
Plans under development for a specific OHES Facility and/or specific delivery of
Equipment shall be approved by the Customer.
40.15 Qulity Plan is drawn up in a bilingual format (Russian-English) as per Qulity Plan
form, agreed with the Customer.
40.16 Qulity Plans must contain list of key events supervised in the course of works and
list of regulatory/normative documents, in accordance with the requirements of
which they are performed. Specified normative documents must be included into
Licensing Base of “Akkuyu” NPP Project.
40.17 Subcontractors’/Suppliers’ Qulity Plans must be developed in compliance with the
works performed under the Contracts in accrodance with the form agreed with the
Customer.
40.18 At Customer’s written request the Contractor provide the Customer with
information on the agreement of Subcontractors’/Suppliers’ Qulity Plans, and
their copies in accordance with the List of the Quality Plans (9.1.14) under
development. Subcontractors’/Suppliers’ Quality Plans are not subject to the
coordination with the Customer.
40.19 In the course of Works under the Contract the Contractor shall send accounting
documents of quality assurance and control of Works to the Customer within the
requirements of Quality Manual.
40.20 Overall quality documentation must be maintained and submitted to the Customer
in Russian and English languages.

47
40.21 Selection of Subcontractors/Suppliers must be made by the Contractor upon prior
written consent of the Customer. The Contractor must complete the agreement of
Subcontractor/Supplier not less than 7 days prior the initial term of Works
performance, for which Subcontractor/Supplier is engaged.
40.22 The Contractor shall deliver Subcontractors’/Suppliers’ written consent to the
Customer for the performance of Works with the supplement of
authorization/license, issued by competent authority, certifying the performance of
similar works at other objects. The Subcontractor does not have the right to set to
Works prior to Customer’s approval.
40.23 The Contractor shall be responsible for quality of Works performed,
Subcontractors’/Suppliers’ production activity, their personnel.
40.24 The Contractor shall be responsible for the compliance by the
Subcontractors/Suppliers engaged with all reqirements, imposed within the
present Contract on the Contractor.
40.25 Contractor’s and subcontracting organizations' personnel must have the
qualification required for performance of the respective Works under the Contract,
certified by relevant documents in the established procedure.
40.26 The Contractor and the Subcontractors/Suppliers engaged must have all required
licenses and authorizations, provided for by the legislation of the Republic of
Turkey for the performance of Works under the present Contract.
40.27 The Contractor at all times during the construction of OHES complex shall carry
out:
- licenses and authrizations validity check, issued to him and his
Subcontractors/Suppliers by state authorities of the Reublic of Turkey and the
Customer;
- quality control at all stages of Works and services in accordance with
Quality Plans;
- control of performance of obligations by its Subcontractors/Suppliers;
- assessment of Supplier’s activity, equipment and quality control of the
products supplied by them;
- auditing (quality auditing and Supervisory control) of Subcontractors (half-
yearly of each Subcontractor/Supplier) and 1 time of its own organization;
- quality system effectivness evaluation, performed at all stages of Works and
services.
40.28 The Contractor must provide the Customer with a possibility to control the course
of all type of Works and services, quality of materials and equipment supplied and
used, qualification of specialists, quality of construction and installation Works
etc.
40.29 The Customer for the purposes of quality control has the right to engage Third
party, that will be representative of the Customer, by giving prior notice to the
Contractor.

48
40.30 The Customer has the right to require additional check or test, except those
included in the instructions, methodical documents, technology regulations,
progress cards and manufacturing plans, control cards etc., therewith Customer’s
requirements must be grounded.
40.31 The Customer has the right to carry out quality control (Audits, Supervisory
Controls, Construction Inspection) within quality control Works under the
Contract at all Work stages under the Contract. Inspections are made for the
purpose of receiving objective evidence of the fact that Contractor’s and
Subcontractors’/Suppliers’ activity is carried out in accordance with terms and
conditions of the Contract, Project and Operational documentation, requirements
of the current normative documentation, Quality Manuals, and corrective action
evaluation and their performance. The Customer is entitled to check and evaluate
any aspect of functioning of Contractor’s quality management system and his
Subcontractors/Suppliers. Inspections are carried out in accordance with the
Customer’s Regulations.
40.32 In case of detection of Deficiencies/Inconsistences/Defects according to result of
Works performed and services rendered, the Contractor shall develop and send
approved Remedial Action Plan to remove detected
Deficiencies/Incosistences/Defects to the Customer’s address. The Contractor by
its own efforts and without rise in the Contract price within the terms, specified in
Remedial Action Plan, must remove them. In case of failure to remove detected
Deficiencies/Inconsistences/Defects and of notice of the Customer about it, the
Customer is entitled to engage another organization for its removal at Contractor’s
expense.
Audit (inspection) of Works
40.33 The Customer has the right, if necessary, to assign Third party to perform its
functions on quality assurance and quality control of Works. The Customer must
notify the Contractor of assignment of Third party within 14 (ten) calendar days
from the moment of transfer of functions. In its turn the Contractor upon the
agreement with the Coustomer, if necessary, has the right to assign Third party to
perform its functions on quality assurance and quality control of Audits
(inspection), considering and agreement of Quality Manual, therewith total
responsibility for due caryying out of these Works is taken by the Contractor.
40.34 The Customer shall notify the Contractor of the starting date of audit 14 (fourteen)
calendar days prior to audit performance and 5 (five) calendar days prior to
Supervisory control. In this case the Customer or its Third party shall send Audit
Plan (Inspection). Within 5 (five) calendar days from the date of Audit notification
and 3 (three) on Supervisory control the Contractor shall approve the Auditors’
visit within the terms, specified in Audit (inspection) plan, or deliver reasonable
terms. Failure to receive confirmation from the Contractor within the specified
term is deemed that term of Audit (inspection) performance and plan has been
agreed by the Contractor.
40.35 The Contractor shall give an opportunity to the Customer to check the course and
quality of performance of all types of Works, including quality of materials and
equipment supplied and used, qualification of specialists. Therewith positive
results of examination, inspection and control shall not release the Contractor
from any obligations and responsibility under the Contract.

49
40.36 Customer’s Representatives or its Third party has access to Contractor’s premises,
its Suppliers and Subcontractors (in case of engagement), related to performance
of Works under the Contract by the Contractor for the purpose of Audit
(exmaninations) performance, inspections and conformance evaluation in the
procedure established by access arrangement of Customer’s representatives to
Contractor’s premises. Customer’s or its third party personnel in the course of
Audit (examination), inspection and conformance evaluation performance has the
right to review any documents, related to the subject of Audit (examination)
(including documents on materials and equipment quality), works, services, that
determine procedure of performance of Works under the Contract and/or Quality
Manual’s sections. Customer’s Personnel or its Third party with necessary access
has the right to review documents, that have limited access. Prior the beginning of
work with documents with limited access, Customer’s personnel or its Third party
shall enter into Confidentiality agreement.
40.37 During the Audit (exmaniation) Customer’s personnel or its Third party shall
complete documents on Audit (examination) performance with the description of
inconsistencies found. Audit (exmaniation) report is drawn up by Customer’s
personnel or its Third party and sent to the Contractor within 14 (fourteen)
calendar days from the moment of Audit (examination) performance.
40.38 The Contractor must prepare Remdeial Action Plan, that contains description of
incosistencies and their reasons and actions on removal of inconsistencies and
their reasons and execute these actions. Remdeial Action Plan must be provided to
the Customer not later than 14 (fourteen) calendar days after the receipt of Audit
(examination) report.
40.39 After the receipt of Remedial Action Plan the Customer within 14 (fourteen)
calendar days shall have the right to give its remarks on the content of Remedial
Action Plan, which the Contractor must consider or refuse on reasonable grounds.
40.40 Results of remedial actions must be documented in the report and sent to the
Customer following their implementation.
40.41 After the performance of all remedial actions the Contractor shall notify the
Customer of readiness for the performance verification.
40.42 The Customer has the right to carry out Reaudit (reexamination) performance of the
Contractor.
Equipment quality
9.1.43 The Contractor shall provide the participation of the Customer or its Third
party in acceptance of the equipment to the extent and in format of agreed Quality
plan.
41 Inconsistencies
41.1 In case of Deficiencies/Inconsistencies/Defects in the Works performed and
services rendered, the Contractor by its own efforts and without rise in the
Contract price shall remove them within the terms specified by the Customer. In
case of failure to remove the detected Inconsistencies and notice of the Customer
about it the Customer is entitled to engage Third party to remove them at
Contractor’s expense.

50
 42 Warranty period
42.1 The Contractor guarantees that OHES objects shall comply with parameters,
specified in Terms of Reference, Project and Working Documentation, and secure
the operation of OHES through the Warranty period.
42.2 The Contractor shall secure continuity of previously performed types of Work
(Design and Survey Works, Construction and Installation Works, Adjustment
Works) at Objects, bear responsibility for conformance of quality and scope of
Works to TDA, Project and Working Documentation in the whole for OHES
Objects.
42.3 Length of warranty for the result of Works, performed by the Contractor under the
Contract, is 12 (twelve) month from the date of signing of Act of Completed
Object Construction by the Acceptance committee.
42.4 If due to failure to perform or in case of improper performance of contractual
obligations by the Contractor the Objects can not be operated in accordance with
the requirements, provided for by TDA, Normative and technical documents and
Project documentation, what must be certified by respective act of authorized
body, as a result of which the operation was stopped, the Warranty period is
renewed for the term, that equals to the shutdown term of the Object.
42.5 Quality assurance of Work performance result, and equipment and materials, shall
apply to all components of result of Work, performed within the Contract.
42.6 The Contractor shall be responsible for the Defects, detected within the Warranty
period, if after considering the results of investigation it was not proved that they
were due to normal wear and tear or incorrect use, or incorrect instruction manual,
developed by the Customer himself or improper repair of the Object, equipment,
performed by the Customer himself or subcontracting orgamizations employed by
him.
42.7 When finding Defects within the Warranty period the Customer shall appoint
commission for investigation of reasons for what happened, notify the Contractor
of finding Defect in writing indicating date of coming of Contractor’s
representatives to the Object for inspection of Defects detected and signing of
Defect Finding Report. In case of unreasonable uncoming of Contrator’s
representatives, or their unreasonable refusal to sign Act, Defect Finding Report
signed unilaterally by the Customer shall be deemed effective. Action limitation
period starts from delivery date of Defect Finding Report to the Contractor.
42.8 During the Warranty period the Contractor must at Customer’s written request
within the term established by the Customer by his own efforts and/or those of
subcontractors and on it own account perform all Works for remedy and removal
of Defects, that are due to violation of obligations under the Contract by the
Contractor.

51
42.9 If replacements and restorations, performed by the Contractor within the Warranty
period, result in decrease of parameters of Object’s operation established by TDA,
Project and Working documentation, the Customer may within 7 (seven) days
after such replacement or restoration provide the Contractor with remarks in
writing with the requirement to remove this defect by Contractor’s efforts and
expense through to recovery of conformance of Object’s parameters to Contract’s
requirements.
42.10 If during the period of overall test of NPP and/or within the Warranty period:
- Inconsistencies, incompletness and/or non-complete assortment of materials
and equipment are exposed; or
- non-conformance of materials and equipment to Project’s requirements
completely or partly, or
- or impossibility to operate NPP on the specified reasons,
In that case (notwithstanding wheather it could be detected during the tests at
Supplier’s plants), the Contractor shall at its own expense remove all detected
Inconsistencies by modification or replacement of defective materials and
equipment or their parts for good materials and equipment.

42.11 Warranty period in relation to materials and equipment, supplied in replacement of

defective ones, starts from the replacement date of such equipment, and in case of
Object’s shutdown associated with Defects assumed – from the recommencement
date of operation of the Object.
42.12 If the Contractor within the term specified in the Act, does not remove Defects,
specified in the Act, and/or replace defective materials and equipment, supplied by
the Contractor, the Customer is entitled on its own to replace materials, equipment
and remove Defects by its own efforts and/or with the help of Third parties.
Therewith the Customer is entitled to submit a request to the Contractor to
reimburse the expenses incurred.
42.13 If the recessions in the Work from the terms and conditions of the Contract or other
Defects of Work results were not removed by the Contractor within the reasonable
period established by the Customer, or are significant and nonemovable, the
Customer is entitled to repudiate the Contract and claim reimbursement for the
damages incurred.
42.14 After the Defects, specified in the Act, were removed by the Contractor, Defect
Correction Act is drawn up.
42.15 Warranties specified in the present article shall not apply to cases where Defects
resulted from violation of requirements of Object’s operation and maintenance
manual by Customer’s personnel.
9.3.16 The Contractor shall not be responsible for the violation of operating
instructions of the Object within the Warranty period of operation.

10. INTERACTION OF THE PARTIES

43 Organization of work

52
 43.1 The Parties within 30 (thirty) business days from the date of signing the Contract
inform each other about the persons responsible for implementing the project at
their companies with the description of their areas of responsibility and authorities
under the implementation of OHES construction project.
43.2 The interaction procedure of the Contractor and Customer when constructing
OHES is regulated by Appendix 14 to the Contract “Provision on the interaction
procedure during OHES construction and commissioning"".
43.3 The Contractor on the basis of Specification (Appendix 1, 2) and Project
management Schedule (Customer – Contractor) (Appendix 3) develops in
conformity with Appendix 12:
 Detailed schedule of design and survey works for construction of OHES
within 30 (thirty) days from the date of conclusion of the Contract;
 Detailed development schedule of Project Detailed design (Customer –
Contractor) within 30 (thirty) days from the date of approval of the
detailed design by the Customer;
Comprehensive Project management schedule (Customer – Contractor) within 30
(thirty) days from the date of approval of the detailed design by the
Customer;
Detailed Project equipment manufacturing and delivery schedule (Customer – Contractor)
within 30 (thirty) days from the date of approval of the Comprehensive schedule by
the Customer.
1.1 The Customer shall inform the Contractor for his major comments, which are not in
compliance with the Contract, if any, within 5 (five) calendar days following the
submission of the relevant schedule. The Contractor shall incorporate such major
comments of the Customer into the relevant schedule and thereafter resubmit it to
the Customer. The Customer shall approve the relevant schedule within 15
(fifteen) calender days following the submission of the schedule. The schedule
shall be deemed approved if the Customer fails to approve, or reject, the relevant
schedule after this period. .
1.2 The schedules defined in Article 1.1.14 - 1.1.19 are sent by the Contractor to the
Customer in electronic format in the software format in which they were
developed.
1.3 The Contractor carries out the planning of Works in accordance with the schedules
of item 10.1.3. The Schedule is the governing document for all the Contractor’s
sub-divisions when executing Works under the Contract. The abstract of Works
from the corresponding schedule of item 10.1.3 assigned to the given Sub-
contractor is a mandatory supplement when concluding Contracts with the Sub-
contractors. The Contractor updates the schedules of item 10.1.3 in accordance
with the actual scope of Works executed on a monthly basis and in conformity
with the Working document released. The Contractor is obliged to provide the
Customer schedules on the date of the latest Update within 3 (three) days in the
software format, agreed by the Parties.

53
1.4 The Contractor on the basis of schedules item 10.1.3 and сonsidering execution of
Works for the previous period is obliged to provide the Works schedule for the
plan year. The procedure of providing schedules of Works is regulated by
Appendix 11 to the Contract.
1.5 The Contractor undertakes to develop and send the updated schedules to the
Customer every year before 20 October of the current year containing the full
resources part for the works, planned for the forthcoming year (with data of
available local cost estimates), and the Customer undertakes to approve it within
15 (fifteen) business days or provide written substantiated objections.
1.6 The introduction of changes and Updating of Schedules shall be made by the
specially created sub-division of the Contractor, responsible for coordination and
monitoring of the Project work execution, in conformity with NTD.
1.7 The Contractor is obliged to submit monthly report to the Customer in accordance
with the requirements of the Provision on theme-based planning and reporting,
carried out during the construction of OHES (Appendix 11 to the Contract) and
monthly report in the format of Appendix 15 to the Contract.
2 Interaction of the Parties in safety and labor safety
2.1 The Contractor is obliged to:
(A) When selecting the Subcontractors demand:
(1) Provisions on labor safety management system (hereinafter
“LSMS”)
(2) Documents, confirming labor safety certification of employees.
Before concluding the Contract with the Subcontractor demand
sending the given documents to the Contractor’s labor safety
department
(B) Perform inspection using the efforts of own inspection services:
Condition of technical and fire safety;
Fulfilment of the requirements of environmental protection
activity;
Period of performing inspections is in conformity with the
approved inspection schedule of the Contractor.
(A)Assure the conduct of labor safety and safety meetings (Safety days) for
review of the results of inspections, made in conformity with
item 2.1(B) of the Contract, with the Subcontractors and inviting
the Customer’s representatives. Period of conducting meetings –
once in a quarter
(B)Issue instructions on suspension of works by the Subcontractors if they
violate the safety and labor safety requirements

54
(C)If the threat of occurrence of emergencies or accidents is found stop the
execution of Works by the Subcontractors and take the required
measures.
(D)Prohibit the execution of Works by the Subcontractors in writing if they
do not have documents, permitting the carrying out of activity.
(E)Provide the possibility and conditions for performing safety inspections
and functioning of the Contractor’s and Subcontractor’s LSMS
by the Customer’s committees
(F)Provide the development of measures for closure of remarks based on
the results of inspections, made in accordance with item 1.1(E)
of the Contract, and informing the Customer about their
execution.
(G)Inform the Customer about the instructions, certificates of Regulatory
authorities of the Republic of Turkey receivd and measures
taken for carrying out the instructions
(H)Within a week after the end of investigation of the accident, emergency,
fire provide the Customer copies of investigating materials with
the measures for preventing similar events
(I)Make provision for the availability of the corresponding provisions in
the Contracts with the Subcontractors, allowing fufil the
requirements, specified in the items 2.1(A) – 1.1(H) of the
Contract, and provide for the liability of Subcontractors for non-
observation of the rules and norms of safety and labor safety,
fire safety, radiation safety, industrial safety, rules and norms for
environmental protection and other mandatory requirements
(J)Provide for the conduct of certification of work places by all teh
subcontractors in full conformity with the requirements of law,
rules and norms, including the conduct of assessments of injury
hazardous factors of the production environment at each new
stage of construction and assembly works and on change of the
work execution conditions;
(K)Provide for conducting inspection of the subcontractor’s readiness from
the point of labor safety (including completeness and quality of
performing work place certification) before performing the
outstanding works with drawing up of the readiness Certificate
by the Contractor’s committee before each stage of construction
and assembly works;
(L)Provide training of personnel at specialized organizations in practical
methods of safe operation at height;
(M)Provide widespread propaganda of labor safety issues at the
construction site on systematic basis, including the conduct of
public addressing of personnel;

55
 (N)Provide for the development of standard preventive measures for labor
safety (earthworks, concrete, erection, works in cold conditions
etc.), specific preventive measures depending on the stage of
construction and assembly works;
(O)Ensure the presence of labior safety specialists of subcontractors at the
construction site in the quantity sufficient for monitoring the
safety of works;
(P)Form a committee and conduct investigation of the accident in the
procedure and period, established by applicable law and other
regulatory documents for accidents (independent of the
seriousness of damage caused to health), taking place with the
employee or other person, participating in the Contractor’s or
Subcontractor’s production activity, when they perform their job
duties or perform any other work on order by the Contractor or
Subcontractor, and during carrying out of other lawful activities,
conditioned by labor relations, or executed in their interests.
(Q)The Customer is obliged to ensure monitoring of the fulfillment of
requirements, established in item 10.2.1 of the Contractor, by the
Contractor.
10.2.1.1 The Customer has the right to issue mandatory instructions to
the Contractor if the safety or labor safety requirements are
violated by his subdivisions or his Subcontractors; in this case
the Contractor is obliged to report to the Customer about the
measures taken within 5 days after receipt of the instruction.

11. RESPONSIBILITY OF THE PARTIES

2 The Parties shall bear responsibility for non-fulfillment or improper
fulfillment of the obligations, provided for by the Contract, in accordance
with the law of the Republic of Turkey.
3 The Contractor’s non-fulfillment or improper fulfillment of the terms and
conditions of the Contract shall entail the Contractor’s duty to make
payment of the penal sanctions, provided for by the present Contract.
4 The Customer shall be liable for prompt receipt of all initial permissive
documents, including permits and approvals, which shall be received from
the corresponding executive authorities and local authorities of the
Republic of Turkey, when the Customer shall receive them on his behalf,
and which are required for construction and fulfillment of the Works in
accordance with the requirements of the law of the Republic of Turkey
(including those, which are required for fulfillment of the corresponding
obligations under the Contract by the Contractor and by the Customer,
irrespective of the fact, whether it is specified in the Contract or not).

56
5 The Contractor shall be liable for prompt receipt of all permits, licenses and
approvals from the executive authorities and local authorities of the
Republic of Turkey, when the Contractor shall receive them on his behalf
and which are required for fulfillment of the Works. The Contractor shall
send all notices, pay all expenses, taxes, duties and fees and get all permits,
licenses and approvals, which are required under the law in connection
with fulfillment and completion of the Works and elimination of all
revealed Non-conformances. The Contractor shall hold the Customer
harmless against responsibility and reimburse him for the damage due to
and as a result of any violation of his obligations. Hereby the Customer
shall reimburse the Contractor for the above expenses, taxes, duties and
fees on the basis of copies of received permits, licenses and approvals, as
well as primary documents on their payment.
6 The Contractor shall bear responsibility for safety and maintenance in
proper condition within the assumed obligations under the Contract for the
Works, materials and equipment, Construction site, Temporary buildings
and structures and all property, located at the Construction site, beginning
from the Commencement date to the Works completion date, excluding the
cases of occurrence of the circumstances of insuperable force, determined
in Article 13 of the Contract.
7 In case if the Work results or their part are damaged somehow for the
reasons within control of the Contractor, excluding the circumstances of
insuperable force, determined in Article 13 of the Contract, the Contractor
shall at his expense restore the results of the Works so that they complied
with the terms and conditions of the Contract at the moment of their
acceptance by the Customer. In case if the results of the Works are
damaged for the reasons within control of the Customer, the Contractor
shall make the corresponding corrections at the expense of the Customer.
8 The Contractor shall take all required measures to avoid infliction of
damage to the property of the Customer or the third persons.
9 The Contractor shall hold the Customer harmless against all claims,
demands, lawsuits, etc. on the part of the third persons, which may arise as
a result of non-fulfillment or improper fulfillment of his obligations under
the Contract by the Contractor, including Subcontractors and Suppliers, and
in case of their emergence assume payment of losses, arising for the
Customer.
10 In case of presentation of claims to the Customer by the third persons,
including by the employees of the Contractor, on violation of rights in
connection with creation under the present Contract, use, disposal of the
rights to the results of intellectual activity, not related to referral to judicial
and (or) administrative authorities, the Contractor shall settle such claims
with his efforts and at his expense. In case of presentation of claims,
complaints, suits to the Customer on the indicated grounds, related to
referred to judicial and (or) administrative authorities, the Contractor shall
take part in the corresponding proceedings, including in judicial processes,
upon request of the Customer and at his expense.

57
11 The Contractor shall bear responsibility for prompt payment of all dues,
including customs fees, imposed in accordance with the law of the
Republic of Turkey on the materials and equipment, which shall be used in
fulfillment of the Works at the Construction site.
12 The Contractor shall bear responsibility for the acts, performed by the
Subcontractors and/or Suppliers, attracted by him, as for his own, including
responsibility for the quality of the Works and for any damage, inflicted by
these Subcontractors and/or Suppliers to the Launch complex, to the
Customer or to the third persons, in case of documentary confirmation of
damage.
13 The Contractor shall bear the entire responsibility for bad quality
fulfillment of the Works, including Non-conformances, revealed in the
course of construction, as well as during the Guarantee period.
14 In cases, when the Contract provides for the minimum and maximum
liability limits for violation/non-observation of the terms and conditions of
the Contract by the Contractor, the degree of the Contractor’s fault,
influence of the indicated violation/non-observation on the production
process and the scope of the Contractor’s liability shall be determined by
the Customer.
15 The Customer shall have the right to claim payment of the penalty (fine) in
the following cases and amounts:
15.1 In case of the Contractor’s engagement of the Subcontractors, having no
licenses, permits and other documents, required in accordance with the law
of the Republic of Turkey for fulfillment of certain types of the Works, into
fulfillment of the Works or provision of services, at the rate of up to 5 %
(Five percent) from the cost of the Works and/or services, entrusted to the
Subcontractor, Supplier.
15.2 In case of the Contractor’s failure to eliminate prescriptions or remarks of
the Supervision of Regulatory authorities of the Republic of Turkey,
designer supervision within the period given, determined by them, at the
rate of 0.1 % (One tenth percent) from the cost of the Works on the Facility
for each day of delay.
15.3 In case of untimely clearance of the Construction site after assuring
sufficient period from the Construction equipment and expendable
materials, unused materials and equipment, at the rate of 0.01 % (One
hundredth percent) from the cost of the Works on the Facility for each day
of delay.
15.4 In case of the Contractor’s failure to observe occupational safety and
health, industrial safety, environment protection rules and regulations and
other mandatory requirements, at the rate of 0.01 % (One hundredth
percent) from the cost of the executed Works in the month, in which
violation is committed, or:
 55,000.00 (fifty five thousand) Turkish liras or the equivalent amount in the
currency of the Contract, for an accident, which entailed infliction of
minor harm to the health;

58
 110,000.00 (one hundred ten thousand) Turkish liras or the equivalent
amount in the currency of the Contract, for an accident, which entailed
infliction of moderate harm to the health;
 275,000.00 (two hundred seventy five thousand) Turkish liras or the
equivalent amount in the currency of the Contract, for an accident, which
entailed infliction of serious harm to the human health, or human death.
15.5 In case of the Contractor’s failure to observe the fire safety regime,
established at the Facilities, violations of the requirements of the
regulatory legal acts, regulatory documents and local regulatory acts of the
Customer in the field of assurance of fire safety in designing and
construction, at the rate of 0.01 % (One hundredth percent) from the cost
of the executed Works, or:
 27,500,00 (twenty seven thousand five hundred) Turkish liras or the
equivalent amount in the currency of the Contract, for non-fulfillment of
actions on assurance of fire safety, proposed for elimination by the
prescriptions, certificates, issued in the course of inspection audits by the
Customer’s services, as well as authorities, regulating fire safety under the
law of the Republic of Turkey, within the established period;
 55,000.00 (fifty five thousand) Turkish liras or the equivalent amount in the
currency of the Contract, for fire development or ignition, which did not
entail infliction of minor harm to the human health and destruction or
damage of the property on a large-scale;
 110,000.00 (one hundred ten thousand) Turkish liras or the equivalent
amount in the currency of the Contract, for fire development, which
entailed destruction, damage of the property on a large-scale, or infliction
of minor or moderate harm to the human health;
 275,000.00 (two hundred seventy five thousand) Turkish liras for fire
development, which entailed infliction of serious harm to the human
health, or human death.
15.6 In case of violation of the deadlines on the stage of «Design and
exploration work» – deadline of fulfillment of the stage latest by 30.03.2016,
upon receipt of the Customer’s written claim the Contractor shall pay the
fine to him in the following amount:
Delay (after
the deadline
of fulfillment Amount and formula of the penalty and fine
of the
obligation)
Under 1/12 penalty 20% per year from the cost of the contract
From 1/12 to penalty 30% per year + ($25 million/365)*number of days of
1/4 delay
penalty 50% per year+ ($25 million/365)*number of days of
Over 1/4
delay
termination of the contract + fine $15 million + ($25
Over 1/2
million/365)*number of days of delay

59
15.7 In case of violation of the deadlines on the stage of «Receipt of permits
and licenses for fulfillment of construction and installation works and
commencement of the works on construction of Marine Hydrotechnical
Facilities» - deadline of fulfillment of the stage 01.07.2016, upon receipt
of the Customer’s written claim the Contractor shall pay the fine to him in
the following amount:
Delay (after
the deadline
of fulfillment Amount and formula of the penalty and fine
of the
obligation)
Under 1/12 penalty 20% per year from the cost of the contract
From 1/12 to penalty 30% per year + ($50 million/365)*number of days of
1/4 delay
penalty 50% per year+ ($50 million/365)*number of days of
Over 1/4
delay
termination of the contract + fine $50 million + ($50
Over 1/2
million/365)*number of days of delay

15.8 In case of violation of the deadlines on the stage of “Commissioning of

“Vostochny” freight terminal” - deadline 29.12.2017, upon receipt of the
Customer’s written claim the Contractor shall pay the fine to him in the
following amount:
Delay (after
the deadline
of fulfillment Amount and formula of the penalty and fine
of the
obligation)
Under 1/12 penalty 20% per year from the cost of the contract
From 1/12 to penalty 30% per year + ($50 million/365)*number of days of
1/4 delay
penalty 50% per year+ ($50 million/365)*number of days of
Over 1/4
delay
termination of the contract + fine $100 million + ($50
Over 1/2
million/365)*number of days of delay

60
 15.9 In case of violation of the deadlines on the stage of «Commissioning of the
first Launch complex of Marine Hydrotechnical Facilities (protection dike, bank
protection facilities, water intake facility 1 and 2, fish protection facility 1 and 2,
subsea water discharge facilities, sea water treatment facility 1 and 2, cooling
water distribution box)» - deadline 30.12.2020, upon receipt of the Customer’s
written claim the Contractor shall pay the fine to him in the following amount:
Delay (after
the deadline
of fulfillment Amount and formula of the penalty and fine
of the
obligation)
Under 1/12 penalty 20% per year from the cost of the contract
From 1/12 to penalty 30% per year + ($50 million/365)*number of days of
1/4 delay
penalty 50% per year+ ($50 million/365)*number of days of
Over 1/4
delay
termination of the contract + fine $100 million + ($50
Over a year
million/365)*number of days of delay

15.10 In case of violation of the deadlines on the stage of «Commissioning of the

second launch complex (water intake facility 3 and 4, fish protection facility
3 and 4, sea water treatment facility 3 and 4» - deadline of fulfillment of the
stage 30.12.2022, upon receipt of the Customer’s written claim the
Contractor shall pay the fine to him in the following amount:
Delay (after
the deadline
of fulfillment Amount and formula of the penalty and fine
of the
obligation)
Under 1/12 penalty 20% per year from the cost of the contract
From 1/12 to penalty 30% per year + ($50 million/365)*number of days of
1/4 delay
penalty 50% per year+ ($50 million/365)*number of days of
Over 1/4
delay
termination of the contract + fine $100 million + ($50
Over a year
million/365)*number of days of delay

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15.11 In case of violation of the deadlines on the stage of «Commissioning of the
second launch complex (water intake facility 3 and 4, fish protection
facility 3 and 4, sea water treatment facility 3 and 4» - deadline of
fulfillment of the stage 30.12.2022, upon receipt of the Customer’s written
claim the Contractor shall pay the fine to him in the following amount:
Delay (after
the deadline
of fulfillment Amount and formula of the penalty and fine
of the
obligation)
Under 1/12 penalty 20% per year from the cost of the contract
From 1/12 to penalty 30% per year + ($50 million/365)*number of days of
1/4 delay
penalty 50% per year+ ($50 million/365)*number of days of
Over 1/4
delay
termination of the contract + fine $100 million + ($50
Over a year
million/365)*number of days of delay

15.12 For non-fulfillment of intermediate stages of construction of Marine

Hydrotechnical Facilities, which shall be additionally agreed in the
Contract, the amount of the penalty and fine shall be calculated as per the
formula:

Delay (after
the deadline
of fulfillment Amount and formula of the penalty and fine
of the
obligation)
Under 1/12 penalty 20% per year from the cost of the stage
From 1/12 to
penalty 30% per year from the cost of the stage
1/4
Over 1/4 penalty 50% per year from the cost of the stage

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 15.13 Failure to performe the terms and conditions of the Contract,
unsatisfactory performance, improper performance, untimely performance
of the obligations under the Contract, untimely fulfilment of the warranty
and adjudication of the Contractor in bankruptcy and/or assignment of a
publiс trustee shall be the reason for termination of the Contract. Should
the Contract be terminated, the Customer shall convert the warranty
provided by the Contractor into cash money regardless of the terms and
conditions of the Contract and not for compensation of incurred by or
possible damage. Conversion of the warranty into cash money shall be a
fine sanction, and the Contractor shall compensate to the Customer
potential or incurred direct and/or indirect lossess and lost profits.
15.14 In case of violation of the deadlines of fulfillment of the construction and
installation Works, determined by the Complex Project Management
Schedule (Customer – Contractor), as well as in case of violation of the
deadlines of the Detailed Schedule of Development of the Working
documents of the Project (Customer – Contractor), Detailed Schedule of
manufacturing and supply of the Project equipment (Customer –
Contractor), which entailed violation of the deadlines of fulfillment of the
construction and installation Works, at the rate of 0.01% (One hundredth
percent) from the cost of the Works, on which delay in fulfillment occurred
for each day of delay.
15.15 In case if upon the Contractor’s fulfillment of the Works under the
Contract functional and qualitative characteristics of the Launch complex
of Marine Hydrotechnical Facilities fail to reach performances, indicated
by him in his application for participation in the tender and in p. 2.2. of the
Contract, upon receipt of the written request from the Customer the
Contractor shall pay a fine to him at the rate of up to 50% (Fifty percent)
from the cost of the executed Works under the Contract.
16 The Customer shall have the right to deduction of the above sanction amounts from
the amounts, due to the Contractor for the fulfilled Works, not covered at the
expense of the insurance indemnity. Hereby the certificate, made by the Customer
and agreed by the Contractor within 10 (Ten) days after receipt of such a
certificate, shall be the proper document, recording the fact of violation of the
terms and conditions of the Contract and being the ground for application of penal
sanctions. In case, if the Contractor refused to agree this certificate unreasonably,
the Customer shall make a note thereof in the certificate and transfer it to the
Contractor. Hereby the certificate made by the Customer and the document,
confirming its transfer to the Contractor, shall be the ground for application of
penal sanctions.
17 In case if the Customer repudiates the Contract unilaterally in cases, provided for
by p. 14.3. of the Contract, upon request of the Customer the Contractor shall
reimburse him for all the losses, related to termination of the Contract, including
expenses of the Customer for attraction of the new Contractor.
18 Penal sanctions shall not be applied to the Contractor in case, if violation of the
terms and conditions of the Contract by the Contractor occurred due to violation
of the terms and conditions of the Contract by the Customer.

63
 19 Penalties (fines) for violation of the terms and conditions of the Contract, as well as
the amounts of reimbursement of losses and other damage under the Contract,
shall be presented by the Parties in writing by sending the corresponding demand
(claim) on their payment and/or reimbursement. Such a demand (claim) shall
contain the period for payment of the penalty (fine) and/or reimbursement of
losses, which cannot be less than 10 (Ten) working days. Hereby a written
demand (claim) shall not be the document, determining the date of receipt of
income by the Parties in the form of penalties (fines) for violation of the terms and
conditions of the Contract. The Party which received the demand (claim) shall pay
the amount of the penalty (fine) and/or losses or send reasoned objections or
refusal to the other Party, within the period, indicated therein.
20 Payment of the penalty, fine, reimbursement of losses shall not release the Parties
from fulfillment of assumed obligations under the Contract.
21 Penalties, fines, losses shall be paid by the Contractor to the Customer’s bank
account, indicated in the details of the Parties.
12. CONFIDENTIALITY
22 The rights to the results of intellectual activity and equivalent means of
individualization (intellectual property), including copyright, proprietary right and
right to the production secret (know-how), belonging to the Party before entry of
the Contract into effect, shall be kept by this Party.
Exclusive rights the results of intellectual activity, which were created by any Party
independently in the course of implementation of the Contract, shall belong to this
Party.
Exclusive rights the results of intellectual activity, created jointly in the course of
implementation of the Contract, shall belong to the Parties jointly, and shall not be
transferred to the third person without consent of the Parties.
Upon mutual agreement the Parties shall determine the expedience of patenting,
registration or preservation of the above results as a production secret (know-how),
as well as guarantee non-disclosure of these results before adoption of the
corresponding decision on registration of rights to the results of intellectual activity,
subject to protection.
Determination of the terms and conditions of use and disposal of any results of
intellectual activity, created by the Parties jointly in the course of implementation of
the present Contract, and rights thereto, by the Parties, shall be the subject of the
written agreement between the Parties. Until such agreements are reached, the
results of intellectual activity, created by the Parties jointly, shall be used by each of
the Parties exclusively for the purposes of the present Contract, and neither of the
Parties shall have the right to dispose of them independently.
23 The Parties shall protect, defend and hold each other harmless against any and all
claims, losses, costs, damages and expenses, including remuneration to attracted
consultants and experts, which arise as a result or in connection with violation or
expected violation of intellectual property rights of the third persons, on the
territory of the Republic of Turkey, taking place in connection with execution of
the Design Works by the Parties and as a result of use of the documents of the
other Party.

64
 The Contractor shall bear property responsibility for violation of intellectual rights
(copyright, patent and other intellectual rights) of the third persons on the territory
of the Republic of Turkey.
In case of emergence of claims or suits presented to the Customer by the third
persons, induced by violation of their intellectual rights (copyright, patent and other
intellectual rights), in connection with fulfillment of the obligations under the
present Contract by the Contractor, the Contractor shall settle such claims with his
efforts and at his expense, as well as reimburse the Customer for the real damage,
induced by violation of intellectual rights (copyright, patent and other intellectual
rights) of the third persons on the territory of the Republic of Turkey. If the Party
has the right to be held armless in accordance with this paragraph, it shall inform
the Party, reimbursing the real damage, within 28 (Twenty eight) calendar days after
it was reported about the suit or other claim in connection with violation of rights.
After receipt of the notice of the suit or claim in connection with violation of rights,
and unless it is determined otherwise by the other Party, the reimbursing Party shall
(at its expense) hold negotiations on settlement of such a suit or claim, or any
process or arbitration proceedings, which may arise in connection with violation of
rights. The other Party shall render assistance in settlement of the suit or claim upon
request and at the expense of the reimbursing Party. Such other Party (and its
personnel) shall not make any representations, which can damage to the
reimbursing Party, unless the reimbursing Party started negotiations, arbitration
proceedings or judicial process upon request of this other Party.
24 The provisions of the Contract and any information and/or documents, transferred
in any form by one Party to the other Party in execution of the Contract, shall be
confidential information, which is subject to protection.
25 The procedure of transfer, terms and conditions of use and obligations on non-
disclosure of confidential information shall be determined by the Confidentiality
Agreement, concluded by the Parties as per the form, presented In Appendix No
17 to the Contract.
26 The Contractor shall provide the Customer with the information on the chain of
Customers, including beneficiaries (including end ones), and executives as per the
form, presented in Appendix No 19 to the Contract, with attachment of
confirmation documents (information and confirmation documents shall
hereinafter be jointly referred to as the «Data»).
27 The Contractor shall provide the Customer with the information on any changes in
the chain of Customers, including beneficiaries (including end ones), and (or)
executives in writing, as well as confirmation documents, latest within 5 (five)
days after such changes.
28 The Contractor shall guarantee that the Data in respect of the entire chain of
Customers, including beneficiaries (including end ones), and executives,
transferred to the Customer, are complete, exact and reliable.
29 The confirmation documents shall be presented in the form of the copies, certified
by the notary or authorized official of the Contractor, transferring them.

65
30 The Contractor shall herewith confirm receipt of all approvals by him, required in
accordance with the applicable law of his incorporation country (including, on
commercial secret and on protection of personal data), from all persons,
mentioned in the Data, transferred by him to the Customer or interested or
concerned in such Data, for processing of information, contained in the Data, as
well as give his consent to disclosure of the Data, received from him by the
Customer, completely or partially, to the competent state authorities of the
Republic of Turkey and subsequent processing of the Data by such authorities
(hereinafter referred to as «Disclosure»).
31 The Contractor shall hold the Customer harmless against any responsibility in
connection with the Disclosure, including, reimburse the Customer for the losses,
incurred by him, in connection with presentation of claims, suits and demands to
him by any third persons, whose rights were or could be violation by such
Disclosure.
32 Failure to provide, untimely provision of the Data or provision of unreliable or
incomplete Data on the chain of Customers, including beneficiaries (including end
ones), and executives, or changes, occurred in the chain of Customers, including
beneficiaries (including end ones), and executives, shall be material violation of
the Contract, and, if the Contractor committed any of the indicated violations, the
Customer shall have the right to repudiate the Contract unilaterally in accordance
with extra-judicial procedure and to claim return of the advance payments,
transferred by him, if these were made, and reimbursement of losses by him.
Repudiation of the Contract and correspondingly termination of the Contract shall
be deemed effective after receipt of the Customer’s notice of repudiation of the
Contract to the Contractor’s address.
12 CIRCUMSTANCES OF INSUPERABLE FORCE
33 The Parties shall be released from responsibility for partial or complete non-
fulfillment of the obligations under the present Contract, if this was due to force-
majeure circumstances such as , natural phenomena (fire, flood, earthquake and
other natural calamitiesand actions of external objective factors such aswars,
military actions, mass disorders and other circumstances of insuperable force, for
the time of duration of these circumstances, if these circumstances affected
fulfillment of the Contract directly.(will be reworded).
34 Emergence of force-majeure circumstances shall be confirmed to the extent
possible by the authorized competent authority at the place of emergence of force-
majeure circumstances.
35 The Party, exposed to force-majeure circumstances, shall immediately inform the
other Party thereof in writing, having described the nature of force-majeure
circumstances, in a reasonable time but latest 7 (seven) calendar days after
occurrence of such circumstances. Unreasonably time notification of occurrence
of force-majeure circumstances shall deprive the corresponding Party of the right
to refer to them in the future as the ground for release from responsibility.
36 In case of emergence of force-majeure circumstances the Parties shall make mutual
settlements on obligations, fulfilled at the moment of occurrence of force-majeure
circumstances.

66
 37 If force-majeure circumstances last for more than 45 (forty-five) calendar days, the
Parties shall hold negotiations in order to take a decision on extension of the
period of fulfillment of the obligations under the Contract or on its termination. In
120 days there will be a right for each party to terminate the contract (to be
reworded)
38 The Party, exposed to force-majeure circumstances, shall inform the other Party in
writing of termination of its exposure to force-majeure circumstances within 7
(Seven) calender days after termination of such exposure.
39 If as a result of force-majeure circumstances considerable damage was inflicted to
fulfillment of the Works, in the opinion of one of the Parties, damage, this Party
shall inform the other Party thereof within five days, thereafter the Parties shall
discuss experience of further continuation of construction and conclude a
supplementary agreement with mandatory indication of the new period, procedure
of execution and cost of the Works, which shall become an integral part of the
Contract after its signing or initiate the procedure of termination of the Contract.
If in the opinion of the Parties the Works can be continued in the procedure,
applicable as per the Contract before commencement of force-majeure
circumstances, the period of fulfillment of the obligations under the Contract shall
be expended for the period of duration of force-majeure circumstances and
liquidation of their consequences.
40 Each Party shall at any time use any reasonable opportunity for minimization of
any delay in fulfillment of the Contract, induced by occurrence of the
circumstances of insuperable force.
13 AMENDMENT AND TERMINATION OF THE CONTRACT
41 The present Contract can be terminated upon agreement of the Parties.
42 The Party, intending to terminate the Contract in accordance with p. 14.3 of the
Contract, shall send a written notice thereof to the other Party with attachment of
the agreement of termination of the Contract, signed by it. In case of consent the
other Party shall sign the agreement of termination of the Contract and send it to
the other Party within 20 (Twenty) days after the date of receipt of the notice.
43 The Customer shall have the right to repudiate the Contract unilaterally without
reimbursement of the Contractor for the losses, stipulated by termination of
contract relations in the following cases:
43.1 Customer has the right to terminate as indicated in Article 11. the Contractor’s
violations of the deadlines of fulfillment of the works on the stages indicated in
Article 11; to be reworded as per article 11;
43.2 the Contractor’s execution of the Works in the absence of the permits and other
documents for execution of these works required in accordance with the law of the
Republic of Turkey;
43.3 the Contractor’s regular (for more than 3 times) failure to eliminate prescriptions or
remarks of the Supervisory and Regulatory authorities of the Republic of Turkey,
the Customer’s technical supervision or designer supervision within the period,
determined by them;

67
 43.4 the Contractor’s failure after having been given a notice and reasonable grace
period to observe occupational safety, fire safety, , environment protection rules
and regulations and other mandatory requirements, if sanctions are imposed on the
Customer on the part of the Supervisory authorities of the Republic of Turkey, as
well as, if this led to impossibility of further execution of the Works and entailed
the duty of the Contractor to reimburse expenses to the Customer and/or to the
third persons, related to payment of the fines, and other losses, induced by this;
CENGIZ will reword
43.5 the Contractor’s repeated violations (three times and more) of any terms and
conditions of the Contract and non-fulfillment of the Customer’s orders, sent to
the Contractor in writing;
43.6 the Contractor’s repeated major failure (three times or more) to observe the
requirements of the Design and Working documents of construction and
installation and setting and commissioning Works, приводящих к нарушению
качества и сроков выполнения Работ по Контракту;
43.7 the Contractor’s failure to observe the requirements of the Regulatory and
Technical Documents, Design and Working documents in supply of materials and
equipment, приводящих к нарушению качества и сроков выполнения Работ
по Контракту;
43.8 revelation of Defects and Works, fulfilled with recessions from the Working
documents, without agreement of such recessions with the Customer;
43.9 a final bankruptcy decision related to the Contractor , determined by the court in
accordance with applicable law in the Republic of Turkey;
43.10 restrictive order of the Contractor’s property and blocking of his Project settlement
accounts, preventing the implementation of the Contract;
43.11 cancellation of the License/Permits under the Contractor’s responsibility due to
reason directly attributable to the Contractor and failure to receive a new
License/Permits in time, or suspension of the License/Permits of the Contractor
due to reason directly attributable to the Contractor for fulfillment of the Works
and services and any other permits, approvals and authorizations, if this leads to
delays in fulfillment of the Works under the Contract for more than 90 (Ninety)
days following final completion date of OHES Complex; to be discussed with
Kursat bey
43.12 violation of the deadlines of submission of the documents, confirming conclusion
of the insurance contract for more than (Thirty) days; to be asked to Mr Казаков
43.13 in other cases, provided for by the applicable law of the Republic of Turkey.
43.14 The Customer under his own risk shall have the right to repudiate the Contract
unilaterally in case of adoption of the decision by the authorized state of the
Republic of Turkey on cancellation of the decision on NPP construction, or on
termination, or on suspension of NPP construction for the period, exceeding one
year. Hereby the Parties shall make mutual settlements in accordance по
выполненным и принятым Заказчиком Работам, законтрактованому и
поставленному оборудованию with the applicable law of the Republic of
Turkey.

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43.15 The Contractor shall have the right to repudiate the present Contract on the
grounds, provided for by the law of the Republic of Turkey.
43.16 The Customer shall establish a reasonable cure period for the Contractor for
elimination of the revealed violations of the terms and conditions of the Contract
or rectification of the situation under the Contract, serving as the ground for
emergence of the Customer’s authority to unilateral termination of the Contract.
44 Having enjoyed the right to unilateral termination of the Contract, the Customer
shall inform the Contractor thereof in writing. The notice shall contain
indications:
- to the grounds for unilateral termination of the Contract by the Customer with
mandatory attachment of documents, confirming the circumstances, being the
ground for repudiation of the Contract, excluding the cases, when confirmation
documents were provided together with the notice of establishment of the deadlines
of rectification of violations of the terms and conditions of the Contract;
- to the date, from which the Contract shall be deemed terminated. The indicated
date shall not be earlier than 7 (Seven) days after receipt of such a notice by the
Contractor.
45 From the moment of unilateral termination of the Contract, the Contractor shall
terminate fulfillment of the Works and services and transfer the objects of
construction in progress, Working and As-built documents, materials and
equipment, expendable materials to the Customer, to remove proprietary
construction equipment from the Construction site within the period, agreed by
the Parties.
46 In case of early termination of the Contract the Customer shall ensure payment of
the executed Works and value of the Works ordered to third parties by the
Contractor before the date of termination of the Contract and unpaid expendable
materials.
The amount, payable to the Contractor, shall be determined by the Reconciliation
report of mutual settlements on the basis of the volumes of the executed Works and
value of the Works ordered to third parties, mutually agreed by the Parties, based on
Acceptance certificates of executed works, taking into account any payments,
received by the Contractor under the Contract.
47 Should the Contract be prematurely terminated on Contractor’s initiative, the
Contractor shall pay to the Customer a penalty in the amount of US $100 (one
hundred) million. The Customer shall have the right to withhold the penalty
amount from any payments due to the Contractor or from the amount of the bank
guarantee.
48 Reimbursement of losses, arising after the date of termination of the Contract on
the grounds, provided for by p. 14.3 of the Contract, shall not be made by the
Customer.
Also in case of termination of the Contract on the grounds, provided for by p. 14.3
of the Contract, the Customer shall have the right to claim complete or partial
return of the advance payments made without acceptance of the executed works for
these amounts.

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49 Termination of the Contract shall entail of the obligations of the Parties hereunder,
but shall not release the Parties from responsibility for violations of the terms and
conditions of the Contract, if these took place before the day of termination of the
Contract, guarantee obligations on the executed part of the Works and settlement
of mutual claims.
50 In case if after termination of the Contract, the Contractor failed to transfer the
objects of construction in progress, Working and As-built documents, materials
and equipment, expendable materials to the Customer within the period agreed by
the Parties, the Customer shall have the right by himself to accept the executed
Works and services and to determine their cost.
51 The Customer, which repudiated the Contract on the grounds, indicated in
paragraph 14.3, shall have the right to engage a new Contractor for completion of
the Works under the Contract from the moment of unilateral termination of the
Contract.
14 VALIDITY PERIOD OF THE CONTRACT
52 The present Contract shall come into force after the date of its signing by the
Parties.
53 The present Contract shall be valid until the date of complete fulfillment of the
obligations under the Contract by the Parties, including mutual settlements and
fulfillment of guarantee obligations.
15 CONSIDERATION AND SETTLEMENT OF DISPUTES
54 All disputes and differences between the Parties, related to the Contract, shall be
regulated by them by means of mutual negotiations, as well as by means of
sending claims to each other to the other Party.
55 The claim procedure of settlement of disputes shall be obligatory for the Parties.
The Party, which received the claim, shall consider the received claim and send
the reasoned refusal to the other Party within 15 (Fifteen) calendar days, coming
after the date of receipt of the claim.
56 All disputes and differences, which cannot be settled by the Parties by holding
mutual negotiations with observation of the claim procedure of settlement of
differences, shall be subject to settlement in the Courts and executive committees
of the city of Ankara, Republic of Turkey.
57 The relations of the Parties, not settled by the Contract, shall be regulated by the
law of the Republic of Turkey.
16 ENFORCEMENT OF THE CONTRACT
58 Requirements to the security shall be established by the present article of the
Contract.

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59 For enforcement of his obligations, the Contractor shall provide an irrevocable
bank guarantee to the Customer in the first-class bank at the rate of $200 million
(two hundred million US dollars) for the entire period of fulfillment of the
obligations under the Contract plus 60 (sixty) calendar days. In case of the
Customer’s referral in favor of the guarantee on issued penalties and fines for non-
fulfillment of the deadlines of key events, the Contractor shall replenish the
guarantee up to the level of $200 million (two hundred million dollars).
16.1 The following documents shall be applied to the security:
59.1 Copies of the current foundation documents of the guarantor, certified by the notary
or authorized person of the guarantor;
59.2 Copy of the resolution (extract from the minutes) of the guarantor’s authorized
management body on election of the guarantor’s sole executive body, certified by
the authorized person of the guarantor (in case if the security is signed by the
guarantor’s sole executive body);
59.3 Original or copy of the power of attorney, certified by the notary or the person that
issued it, for the person, acting on behalf of the guarantor, or – in case if security
is signed by the guarantor’s sole executive body – the order of appointment of the
person, performing the functions of the sole executive body, certified by the staff
department or the person that signed it. In case if the right of signature is granted
in the power of attorney under condition (subject to decisions of the credit
committees, structural subdivisions of the guarantor, etc.), documentary
confirmations of fulfillment of all indicated conditions shall be attached to the
power of attorney (copies of the documents, listed in the power of attorney,
certified by the notary or the person that issued it) or letter of the person that
issued the power of attorney that the security is granted in accordance with terms
and conditions, listed in the power of attorney;
16.2 The Customer shall have the right reasonable to reduce the list of documents,
provided for by article 17.3, unilaterally, having sent the corresponding written
notice to the Contractor.
16.3 Taking into account possible reduction of the list as per article 17.4, in the absence
of documents, listed in article 17.3 or in case of provision of documents by the
Contractor, not meeting the requirements, stated in article 17.2, the Customer shall
have the right to refuse to take security.
16.4 In case if before expiry of the validity period of the Contract security terminate for
some reasons or the guarantor ceased to meet the requirements, established by
article 17.1, the Contractor shall provide anew security to the Customer on the
same conditions and at the same rate within 10 (Ten) business days after
occurrence of the indicated events.
16.5 The security shall be granted within the following period:
17.7.1 security of return of the advance payment –latest within 15 days after the date of
conclusion of the Contract,
17.7.2 security of fulfillment of the obligations under the Contract –latest within 15 days
after the date of conclusion of the Contract,

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17.7.3 security of fulfillment of the guarantee obligations – at least 30 days before the
moment of signing of the Acceptance certificate of the works on the Launch
complex/line.
17.8 The Contractor’s non-fulfillment or improper fulfillment of the obligations on
provision of the security shall be the ground for the Customer’s suspension of the
obligations on payment, established by the Contract (in case of delay in provision of
the security obligations on payment shall be postponed for the period, proportional
to such a delay).
17.9 In case if delay in provision of the security exceeds thirty (30) business days the
Customer shall have the right to claim termination of the Contract and return of all
unpaid advance amount, received by the Contractor from the Customer.
18 INSURANCE
60 Within 76 (seventy six) business days after the date of signing of the Contract the
Contractor shall conclude an insurance contract (-s), related to fulfillment of the
construction and installation works by the Contractor and supply of the
Equipment under the Contract with the amount of coverage, agreed with the
Customer in line with the Contract.
61 In confirmation of conclusion of Insurance contracts, indicated in article 60 the
Contractor shall provide copies of such contracts and insurance policies within 5
(five) calendar days after the date of conclusion.
62 The Contractor may not make any material amendments in the terms and conditions
of any Insurance contract without receipt of preliminary consent of the Customer.
If the insurer makes (or tries to make any amendments), the Party, which was first
informed thereof by the insurer, shall immediately inform the other Party thereof.
63 If the Contractor was not able to conclude and to maintain in effect any of the
Insurance contracts, within the period prescribed by the Contract, or was not able
to provide satisfactory confirmation and copies of policies, as per the provisions
of this clause 16.1 of the Contract, the Customer shall have the right (at his
discretion and without prejudice to any other right and relief) to conclude the
Insurance contract for the corresponding amount by himself and to pay the
required insurance contributions. Hereby the Price of the Contract shall be
adjusted correspondingly.
64 No provision of the present clause 16.1 of the Contract shall restrict obligations,
duties or responsibility of the Contractor on other provisions of the Contract or
otherwise. Any amounts not insured or not received from the insurers shall be
covered by the Contractor in accordance with these obligations, duties or
responsibility. However, if the Contractor was not able to conclude and to
maintain in effect any Insurance contract, which is commercially available and is
required to conclude and maintain in effect in accordance with the Contract, and
the Customer did not approve such absence of insurance or did not conclude the
Insurance contract by himself in the corresponding scope, all funds, which could
be received under such Insurance contract in case in case of occurrence of the
insured event, shall be paid by the Contractor.
65 The Insurance contract (-s) shall cover:

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65.1 Insurance of construction risks (executed Works, materials, equipment, as well as
other property, used in execution of the works at the Facility, against the risk of
accidental loss or damage);
65.2 Liability insurance for infliction of harm to life, health and property of the third
persons and employees of the Contractor, including the Customer, and
environment during execution of the Works at the Facilities;
65.3 Insurance during the Guarantee period. In this case loss or damage of the insured
facility, put in operation due to errors or omissions, committed in the course of
execution of the Works on guarantee servicing of the Facility / Launch
complex/Line, as well as due to errors or omissions, committed in the course of
execution of the construction and installation Works, but revealed during the
Guarantee period, shall be the insured event.
66 Before signing of the Insurance contract the Parties shall agree acceptance terms
and conditions of the Insurance contract, which shall be executed by the
Contractor. Within 20 (twenty) calendar days after the date of conclusion of the
Contract the Contractor shall provide the Customer with the draft Insurance
contract with the insurance company, selected by the Contractor, which shall take
into account all requirements of the present Contract, presented to the Insurance
contract. The Customer shall review the draft Insurance contract within 15
(fifteen) calendar days and shall have the right to reject in approval of the
Contract with indication of remarks, which shall be eliminated by the Contractor
and provide the corrected Insurance contract for repeated approval to the
Customer. In case of the Customer’s non-approval of the Insurance contract,
provided by the Contractor within 65 (sixty five) working days after the date of
conclusion of the present Contract, provided that the Customer failed to present
his reasoned objections to the Insurance contract to the Contractor, the Contractor
shall conclude the Insurance contract on his conditions. Expenses for civil liability
insurance to the third persons and for insurance of liability for infliction of
damage to the environment shall be executed from the Contractor’s proprietary
funds.
67 The insurer’s liability limit on one insured event cannot be established less than
five percent from the cost of the construction and installation Works to be fulfilled
and the price of the equipment to be supplied under the Supplementary agreement
for each calendar year.
68 The Insurance contract shall be concluded for the validity period of the Contract
and for the Guarantee period.
69 The Contractors shall be recognized as the Beneficiary under the Insurance contract
before the date of signing of the Acceptance certificate of the works on the
Launch complex / Line, Customer shall be recognized as the Beneficiary after
signing of the Acceptance certificate of the works on the Launch complex / Line.
In case of receipt of the insurance indemnity by the Customer from the Insurer
during the Guarantee period, the Customer shall not present claims to the
Contractor on reimbursement of losses of the Customer, inflicted by such an
insured event. The Customer shall have the right present claims to the Contractor
on reimbursement of the amounts of losses of the Customer, not covered by the
insurance indemnity.

73
70 The Contractor shall perform insurance of his employees against industrial
accidents in execution of the construction and installation works at the expense of
the Contractor’s funds.
18 PROVISION OF INFORMATION ON THE CHAIN OF CUSTOMERS AND
EXECUTIVES, INCLUDING BENEFICIARIES
71 Receiving party - Customer;
72 Disclosing party - Contractor;
73 The Disclosing party shall guarantee to the Receiving party, that data and
documents in respect of the entire chain of Customers and executives, including
beneficiaries (including end ones), of the Disclosing party, transferred to the
Receiving party before conclusion of the present Contract (hereinafter referred to
as the "Data"), are complete, exact and reliable.
74 In case of change in the Data the Disclosing party shall send the corresponding
written notice to the Receiving party latest within five (5) days after such changes
with attachment of copies of confirmation documents, certified by the notary or
authorized official of the Disclosing party.
75 The Disclosing party shall herewith give its consent and confirm receipt of all
consents, required in accordance with the applicable law (including on
commercial secret and on personal data) of all persons, mentioned in the Data,
interested or concerned in the Data for processing of the provided Data by the
Receiving party, as well as for disclosure of the Data by the Receiving party,
completely or partially, to the competent state authorities and subsequent
processing of the Data by such authorities (hereinafter referred to as
"Disclosure"). The Disclosing party shall hold the Receiving party harmless
against any responsibility in connection with Disclosure, including, reimburse the
Receiving party for the losses incurred in connection with presentation of claims,
suits and demands to the Receiving party by any third persons, whose rights were
or could be violated by such Disclosure.
76 The Parties shall confirm that the terms and conditions of the present Contract on
provision of the Data and on maintenance of their actuality are recognized by
them to be essential terms and conditions of the present Contract.
77 Unless the special norm establishes otherwise, refusal from provision, untimely and
(or) unreliable and (or) incomplete provision of the Data (including, notices of
changes with the confirmation documents) shall be the ground for unilateral
repudiation of the Contract by the Receiving party and presentation of the claim
by the Receiving party to the Disclosing party on reimbursement of losses,
inflicted by termination of the Contract. The Contract shall be deemed terminated
after the date of receipt of the corresponding written notice of the Receiving party
by the Disclosing party, unless a later date is established in the notice.
19 OTHER TERMS AND CONDITIONS
78 The Parties shall have the right to amend any provision of the Contract or to
supplement the Contract with a provision by means of conclusion of the
supplementary agreement to the Contract.

74
 79 The Contract is made in Russian and in English. In case of differences in
interpretation of individual articles, provisions of the Contract, the Russian
version of the Contract shall prevail.
80 The Contractor shall provide the Customer with a copy of the certificate of
execution of the duty by the taxpayer (payer of dues, tax agent) on payment of
taxes, dues, penalties, fines, issued by the tax authority earliest 60 days before the
day of conclusion of the Contract, confirming absence of the debt on payment of
taxes, dues, penalties and fines, the amount of which exceeds twenty five percent
of the balance sheet value of the Contractor’s assets, determined as per the data of
the accounting (financial) statements for the expired period (year, quarter/half
year/9 months of the current year).
In case of presence of the provision of the defaulted duty on payment of taxes,
dues, penalties, fines in the certificate, the Contractor shall additionally provide the
following to the Customer within the same period:
- copy of the certificate of statement of settlements on taxes, dues, penalties and
fines, issued by the tax authority earliest 60 days before the day of conclusion of the
Contract;
- copy of the accounting (financial) statements for the expired period. Hereby for
the annual accounting (financial) statements – copy of the balance sheet with a
mark of acceptance by the tax authority or, in case of submission of statements to
the tax inspectorate in the electronic form, with attachment of the slip of
acceptance; for intermediate accounting (financial) statements – copy of the balance
sheet, certified by the signature of the chief executive officer and chief accountant
of the Contractor.
81 All notices and messages within the present Contract shall be sent by the Parties to
each other in writing at the addresses, indicated in the details of the Contract.
Messages shall be deemed duly executed, if they are sent by express-mail,
registered mail with the delivery notification, telex, telefax or delivered personally
at the legal (mail) addresses of the Parties with receipt by the corresponding
officials against signature. Documents, sent by telefax, telex, e-mail shall also be
sent by the registered mail with notification or express-mail within 3 working
days after sending of correspondence by the indicated methods. Claims and any
letters, containing demands of the property nature, shall be sent only by registered
mail with the delivery notification.
82 Assignment of the right (claim) of the Contractor under the Contract to the third
persons shall be made exclusively with the written consent of the Customer,
received on the basis of the written request from the Contractor.
83 After signing of the Contract all previous agreements, negotiations and
correspondence between the Parties on the questions, regulated by the Contract,
shall become invalid.
84 In all other things, which are not provided for by the present Contract, the Parties
shall be governed by the provisions of the law of the Russian Federation.
20 APPENDICES
85 All the below-listed Appendices shall be an integral part of the present Contract:
85.1 Appendix No 1. Technical Assignment for designing;

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85.2 Appendix No 2. Technical Assignment for construction and installation works,
setting and commissioning works, commissioning;
85.3 Appendix No 3. Project Management Schedule (Customer – Contractor);
85.4 Appendix No 4. Complex Project Management Schedule (Customer – Contractor);
85.5 Appendix No 5. Detailed Schedule of design and explorations works for
construction of Marine Hydrotechnical Facilities;
85.6 Appendix No 6 Detailed Schedule of Development of the Working documents of
the Project (Customer – Contractor);
85.7 Appendix No 7. Detailed Schedule of manufacturing and supply of the Project
equipment (Customer – Contractor);
85.8 Appendix No 8. Works Execution Schedule with the list of control technological
events;
85.9 Appendix No 9. Schedule of financing and development of funds;
85.10 Appendix No 10. Workforce Flow Schedule;
85.11 Appendix No 11. Regulation on thematic planning, reporting and formation of
compensatory actions, performed in the process of construction of Marine
Hydrotechnical Facilities with the corresponding forms;
85.12 Appendix No 12. Methodology of development of Calendar and Network
Schedules of NPP construction projects using Primavera software.
85.13 Appendix No 13. Regulation on Incoming control of the equipment and materials,
coming to the Construction site of Akkuyu NPP;
85.14 Appendix No 14. Regulation on the procedure of interaction in construction and
commissioning of Marine Hydrotechnical Facilities;
85.15 Appendix No 15. Form of the Contractor’s monthly report;
85.16 Appendix No 16. Form of the reporting certifications;
85.17 Appendix No 17. Agreement of confidentiality and mutual non-disclosure of
information;
85.18 Appendix No 18. Structure of the quality manual and quality plans;
85.19 Appendix No 19. Provision of information on the chain of Customers;
85.20 Appendix No 20. Regulations on access control;
85.21 Appendix No 21. The environmental commitments given in the Akkuyu NPP EIA
Report that concern the pre-construction and construction phases of the project;
85.22 Appendix No 22. Журнал авторского надзора.

21 DETAILS OF THE PARTIES

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CUSTOMER
AKKUYU NUCLEAR JOINT STOCK COMPANY
Address: Farabi Sokak, No: 27, 06690, Çankaya / Ankara, Turkey
Registration number: 289100
Tax agency: HİTİT V.D.
Bank details: T.GARANTİ BANKASI ANONİM ŞİRKETİ
Başkent Corporate Branch
SWIFT: TGBATRIS
For USD: Iban no: TR97 0006 2000 3840 0009 0937 15
For Euro: Iban no: TR27 0006 2000 3840 0009 0937 14
For TL: Iban no: TR93 0006 2000 3840 0006 2974 71
Telephone: + 90-312-442-60-00
Fax: + 90-312-442-60-16
E-mail: info@akkunpp.com

CONTRACTOR

SIGNATURES OF THE PARTIES:

For the Customer:

Deputy Chief Executive Officer –
Technical Director

__________________________ A.M. Afrov

For the Contractor:
Position

__________________________ Full name

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