Common use of Mandatory Services Clause in Contracts

Mandatory Services. The CONCESSIONAIRE undertakes, at its own cost and risk, to carry out the administration of the Mandatory Services, in accordance with the provisions of the Service Operation Manual, the Basic Technical Specifications of the Services set forth in Annex 12, in accordance with the Service Levels described in Annex 13 of this Contract, and in compliance with the Applicable Laws and Provisions. The objective of the service is to guarantee the control of the provision of services in the ▇▇▇▇, channeling the communications between the Supervisor, the GRANTOR and the CONCESSIONAIRE. Likewise, it shall manage the basic services and guarantee their continuous supply. For the provision of this service, the CONCESSIONAIRE shall provide training to the staff regarding the use of the Operational Control Center (CCO), also including the staff of the GRANTOR and/or the Supervisor that performs tasks related to the operation of such system, in accordance with the provisions of this Contract. The CONCESSIONAIRE, or the subcontracting company, shall have the permits, authorizations and licenses that correspond to the provision of this service, guaranteeing that it will carry out the activities that are necessary for the normal development thereof, otherwise, the penalties set forth in Annex 15 shall be applicable. Likewise, it shall comply with the Service Levels, considering the provisions set forth in Annex 13. The CONCESSIONAIRE shall always be responsible to the GRANTOR. The CONCESSIONAIRE shall report on the development of the services rendered to the Supervisor and to the GRANTOR, annually and according to the periodicity and formats required by the GRANTOR and/or the Supervisor for such purpose as approved in the Service Operation Manual and in compliance with the Service Levels set forth in Annex 13, otherwise, the penalties set forth in Annex 15 shall be applicable. Use of ▇▇▇▇ environments by third parties During the school year, the GRANTOR shall make available the facilities of the sports center, the swimming pool and the sports grounds, for the benefit of the neighboring public educational institutions, for educational purposes, strictly during the programming of activities agreed upon by the GRANTOR, which shall not collide with the activities of the ▇▇▇▇. The GRANTOR shall inform the CONCESSIONAIRE up to seven (7) Calendar Days, prior to the visit of the educational institutions, communicating the number of visitors, their personal data and the environments whose use they will require. The CONCESSIONAIRE shall not receive an additional payment when the GRANTOR requests these activities. The CONCESSIONAIRE shall inform the GRANTOR, with a copy to the Supervisor, within a maximum period of seven (7) Calendar Days after the visit has been made, in the event that damages have been identified due to misuse by the visitors of the educational institutions with respect to the Concession Assets or Affected Assets to the Concession corresponding to the environments indicated in Clause 7.41, with the respective report and supporting budget, which shall include at least three (03) quotations, so that the Supervisor, within ten (10) Calendar Days after receiving the communication from the CONCESSIONAIRE, issues a report to the GRANTOR verifying the validity of this request, and if applicable, the amount that would correspond to be recognized. In the event the Supervisor confirms the CONCESSIONAIRE's statement, the GRANTOR shall recognize the amount indicated by the Supervisor in the next quarter's settlement. This procedure shall not interrupt the CONCESSIONAIRE'S obligation to maintain the Service Levels and minimum conditions foreseen. Likewise, in the event that the CONCESSIONAIRE does not report the damages within the term indicated in this Clause, a subsequent recognition shall not be applicable. CHAPTER VIII:ECONOMIC AND FINANCIAL REGIME Permitted Guaranteed Indebtedness The CONCESSIONAIRE shall request PROINVERSIÓN, in writing, with a copy to the GRANTOR, its conformity to the Permitted Guaranteed Indebtedness, accompanying such communication, the following: Executive summary describing the value of the amounts committed in each of the credit agreements and/or debenture issuance agreements. The affidavit to obtain the qualification of Permitted Creditor, containing the requirements contained in Appendix 1 of Annex 9. Copy of the draft contracts and documentation as set forth in Appendix 2 of Annex 9. The affidavit of the CONCESSIONAIRE containing the information detailed in Appendix 3 of Annex 9. Since the risk of managing and obtaining the financing is under the responsibility of the CONCESSIONAIRE, the verification of the conditions and terms of the financing documents and the minimum requirements shall be deemed fulfilled if the final drafts of the contracts, listed above, establish that the rights provided in favor of the Permitted Creditors do not exceed those granted by the Concession Contract, and that any Contract to the contrary shall not be enforceable against the GRANTOR. PROINVERSIÓN's evaluation shall consist of reviewing that the documents of the Permitted Guaranteed Indebtedness have been issued in accordance with the conditions of the table in Appendix 1 of Annex 9 and that the guarantee contracts granted by the CONCESSIONAIRE do not alter the present Contract or generate risks or any additional liability to the GRANTOR not regulated in this Concession Contract. PROINVERSIÓN shall issue its conformity to the Permitted Guaranteed Indebtedness within a maximum term of twenty (20) Days counted from the Day after receiving the request for conformity referred to in Clause 8.1, and shall notify the CONCESSIONAIRE, with a copy to the GRANTOR. In case PROINVERSIÓN does not issue its opinion within the term indicated, it shall be understood that the Permitted Guaranteed Indebtedness has conformity. For the purposes of reviewing the documents, PROINVERSIÓN may request additional information within five (5) days after receiving the request submitted by the CONCESSIONAIRE, granting the CONCESSIONAIRE a maximum term of ten (10) days to submit the required documentation. Once the information requested is submitted completely and without deficiencies by the CONCESSIONAIRE, the calculation of the term for the issuance of PROINVERSIÓN's opinion restarts, counted as of the following day of receipt of the information. In the event that the term mentioned in the preceding paragraph expires without PROINVERSIÓN's opinion, it shall be understood that the Permitted Guaranteed Indebtedness is in conformity. PROINVERSIÓN's obligation in this Chapter in relation to the Permitted Secured Indebtedness shall remain in force until the beginning of the Operating Period. Once the Operating Period has started, the GRANTOR shall be responsible for carrying out the process in accordance with the terms and conditions set forth in the preceding Clauses, as applicable. Guarantees in favor of Permitted Creditors For the purpose of obtaining financing to comply with the execution of the Works under the terms required under this Contract, the CONCESSIONAIRE, provided that the Applicable Laws and Provisions so permit and following the procedure established therein, may grant guarantees in favor of the Permitted Creditors, in order to guarantee the Permitted Secured Indebtedness, on the following: The Concession fee, in accordance with the applicable laws and regulations. The revenues of the CONCESSIONAIRE The shares or participations of the CONCESSIONAIRE. The CONCESSIONAIRE accepts and acknowledges that the granting and execution of any such guarantee or assignment of funds shall not relieve it of its obligations in compliance with the provisions of this Contract. The GRANTOR agrees and acknowledges that neither the Permitted Creditors nor any other person acting on their behalf shall be liable for the performance of the Contract by the CONCESSIONAIRE until, if any, the Permitted Creditors exercise the rights referred to in subparagraph Error: Reference source not found of the Clause Error: Reference source not found regarding the execution of the mortgage, in which case, whoever becomes the holder of the mortgage as a consequence of its execution, shall assume, as the new Concessionaire, the obligations and rights of the present Contract. The GRANTOR and the CONCESSIONAIRE guarantee that the rights stipulated in favor of the Permitted Creditors in this Contract are unrenounceable and irrevocable, except with the prior and express consent of such Permitted Creditors; it being understood that with the sole communication of the Permitted Creditors, addressed to the GRANTOR and the CONCESSIONAIRE letting them know that they will make use of such rights, the acceptance of the respective Permitted Creditor referred to in article 1458 of the Civil Code shall be deemed to have been fulfilled. The contracts relating to the constitution of the mortgage shall expressly contain a provision stating that, in the event that the financing is terminated or the CONCESSIONAIRE incurs in any grounds that bring about its termination, the Permitted Creditors shall immediately communicate such situation to the GRANTOR.

Mandatory Services. The CONCESSIONAIRE shall provide complementary services to the educational management in the COARs that will facilitate teaching and guarantee adequate safety, sanitation and cleanliness conditions in the educational premises. Educational Infrastructure Maintenance Service The CONCESSIONAIRE undertakes, at its own cost and risk, to carry out the administration Maintenance of the Mandatory Educational Infrastructure, in accordance with the provisions of the Service Operation Manual, which includes the corresponding replacements, in accordance with the Basic Technical Specifications of the Services set forth in Annex 12; and in accordance with the Service Levels described in Annex 13 of this Contract. The CONCESSIONAIRE shall maintain the Concession Assets and Affected Assets to the Concession in a good state of conservation according to the Basic Technical Specifications of the Services set forth in Annex 12, complying with the Service Levels so that they are suitable for the operation of the ▇▇▇▇, for which it shall perform the recurring maintenance works, and corrective maintenance, when applicable, in the manner and with the personal and technical means committed in the Technical Proposal, taking into account the Basic Technical Specifications of the Services, the Service Operation Manuals and the requirements of the equipment manufacturers and the applicable regulations, if applicable. Before the occurrence of failures or deterioration in elements, components, installations, equipment of the Educational Infrastructure, as provided in the Basic Technical Specifications of the Services of Annex 12, and detected during the Maintenance works, the CONCESSIONAIRE shall carry out the necessary activities to repair them within the term foreseen for the fulfillment of the Service Levels, detailed in Annex 13. The CONCESSIONAIRE shall report on the maintenance works performed to the Supervisor and to the GRANTOR, annually and according to the periodicity and formats required by the GRANTOR and/or the Supervisor for such purpose, as approved in the Service Operation Manual and in compliance with the Service Levels set forth in Annex 13. The CONCESSIONAIRE, or the subcontracting company, must have the corresponding permits, authorizations and licenses for the provision of this service, guaranteeing that it will carry out the necessary activities for the development thereof, otherwise, the penalties set forth in Annex 15 shall apply. The CONCESSIONAIRE shall always be liable to the GRANTOR. Integral cleaning, waste management and pest control services. The CONCESSIONAIRE undertakes, at its own cost and risk, to perform the Integral Cleaning, waste management and pest control service, in accordance with the provisions of the Service Operation Manual, the Basic Technical Specifications of the Services set forth in Annex 12, in accordance with the Service Levels described in Annex 13 of this Contract, and in compliance with the Applicable Laws and Provisions. The objective of the service is to guarantee ensure a clean, orderly, disinfected environment, free of pests, rodents, insects and/or any type of harmful fauna in the control COARs of the Cusco, Huancavelica and Pasco regions. The service consists of three categories: integral cleaning, waste management and pest control: Integral cleaning, involves the cleaning and disinfection of the environments (internal and external) and surfaces (furniture and equipment) of the COARs. In addition, the scope includes the provision of services consumables in the restrooms. Waste management, includes a set of processes that must guarantee the safe, sanitary and environmentally adequate management of waste within the ▇▇▇▇ facilities, such as: minimization, segregation, collection and storage. Pest control, which consists of ensuring that all ▇▇▇▇ environments are free of pests, channeling rodents, insects and/or any type of harmful fauna; the communications between scope also includes pest control of green areas and outdoor spaces within the Supervisorpremises, through preventive and corrective measures. The CONCESSIONAIRE, or the GRANTOR subcontracting company, shall have the corresponding permits, authorizations and the CONCESSIONAIRE. Likewise, it shall manage the basic services and guarantee their continuous supply. For licenses for the provision of this service, guaranteeing that it will carry out the necessary activities for the development thereof, otherwise, the penalties set forth in Annex 15 shall apply. Likewise, the CONCESSIONAIRE shall provide training comply with the Service Levels considering the provisions of Annex 13. The CONCESSIONAIRE shall always be liable to the staff regarding GRANTOR. The CONCESSIONAIRE shall report on the use development of the Operational Control Center (CCO)services rendered to the Supervisor and the GRANTOR, also including annually and according to the staff of periodicity and formats required by the GRANTOR and/or the Supervisor that performs tasks related for such purpose, as approved in the Service Operation Manual and in compliance with the Service Levels set forth in Annex 13, otherwise, the penalties set forth in Annex 15 shall be applicable. Laundry service The CONCESSIONAIRE undertakes, at its own cost and risk, to perform the operation of such systemlaundry service, in accordance with the provisions of the Service Operation Manual, the Basic Technical Specifications of the Services set forth in Annex 12, in accordance with the Service Levels described in Annex 13 of this Contract, and in compliance with the Applicable Laws and Provisions. The objective of the service is to provide a quality service on a continuous basis, during each school year, in the COARs of the regions of Cusco, Huancavelica and Pasco, so that the students have sanitized, clean and ironed clothes. The scope of the service includes all the activities necessary to wash the clothes of all ▇▇▇▇ students. In a general and non-limiting manner, these activities are: i) reception, ii) washing, iii) drying, iv) ironing, v) delivery of garments, as well as mendings, alterations or replacement of damaged or lost garments. The CONCESSIONAIRE, or the subcontracting company, shall have the permits, authorizations and licenses that correspond to the provision of this service, guaranteeing that it will carry out the activities that are necessary for the normal development thereof, otherwise, the penalties set forth in Annex 15 shall apply. Likewise, the CONCESSIONAIRE shall comply with the Service Levels, considering the provisions of Annex 13. The CONCESSIONAIRE shall always be liable to the GRANTOR. The CONCESSIONAIRE shall report on the development of the services rendered to the Supervisor and to the GRANTOR, annually and according to the periodicity and formats required by the GRANTOR and/or the Supervisor for such purpose, as approved in the Service Operation Manual and in compliance with the Service Levels set forth in Annex 13, otherwise, the penalties set forth in Annex 15 shall be applicable. Private surveillance and security services The CONCESSIONAIRE undertakes, at its own cost and risk, to provide the private security and safety service, in accordance with the provisions of the Service Operation Manual, the Basic Technical Specifications of the Services set forth in Annex 12, in accordance with the Service Levels described in Annex 13 of this Contract, and in compliance with the Applicable Laws and Provisions. The purpose of the service is to provide protection to students, teachers, administrative staff, officials, visitors and/or guests, as well as to safeguard the infrastructure and Concession Assets and the Affected Assets to the Concession of the COARs in the regions of Cusco, Huancavelica and Pasco, by means of the physical presence of specialized staff with the support of the technologies incorporated in the Project and equipment provided by the CONCESSIONAIRE. The scope of the service includes the following: access control, protection operations, support in emergency situations and incident response, management of the security system, security in parking lots, attention to extraordinary requirements and/or act of Gods, management and custody of keys to all the doors of the ▇▇▇▇ environments, propose preventive security measures, and other actions necessary for the fulfillment of this service. The CONCESSIONAIRE, or the company it subcontracts, shall have the permits, authorizations and licenses that correspond to the provision of this service, guaranteeing that it will carry out the activities that are necessary for the normal development thereof, otherwise, the penalties set forth in Annex 15. Likewise, it shall comply with the Service Levels, considering the provisions set forth in Annex 13. The CONCESSIONAIRE shall always be responsible to the GRANTOR. The CONCESSIONAIRE shall report on the development of the services rendered to the Supervisor and to the GRANTOR, annually and according to the periodicity and formats required by the GRANTOR and/or the Supervisor for such purpose as approved in the Service Operation Manual and in compliance with the Service Levels set forth in Annex 13, otherwise, the penalties set forth in Annex 15 shall be applicable. Use Food service The CONCESSIONAIRE undertakes, at its own cost and risk, to provide the food and nutrition service, in accordance with the provisions of ▇▇▇▇ environments by third parties During the school yearService Operation Manual, the GRANTOR shall make available the facilities Basic Technical Specifications of the sports centerServices set forth in Annex 12, in accordance with the swimming pool Service Levels described in Annex 13 of this Contract, and in compliance with the sports grounds, for the benefit Applicable Laws and Provisions. The objective of the neighboring public educational institutionsservice is to guarantee a nutritious, for educational purposeshealthy, strictly during varied, safe, balanced and healthy diet in general, according to the programming specific needs of activities agreed upon by the GRANTOR, which shall not collide with the activities students of the ▇▇▇▇▇ of the regions of Cusco, Huancavelica and Pasco. The GRANTOR shall inform the CONCESSIONAIRE up service consists of two categories: regular daily feeding and nutritional counseling. Regular daily feeding includes: i) planning, ii) procurement, iii) storage, iv) preparation and v) distribution of food and beverages, using strict quality control standards to seven (7) Calendar Days, prior to the visit of the educational institutions, communicating the number of visitors, their personal data ensure food and the environments whose use they will requirebeverage safety. The CONCESSIONAIRE shall not receive an additional payment when provide 03 servings (breakfast, lunch and dinner) and 2 snacks (mid-morning and mid-afternoon) per day to each student. The nutritional counseling includes: i) assessment of nutritional status, ii) nutritional counseling, iii) nutritional education, and, iv) monitoring of the GRANTOR requests these activitiesnutritional status of the students. The CONCESSIONAIRE, or the subcontracting company, must have the corresponding permits, authorizations and licenses for the provision of this service, guaranteeing that it will carry out the activities necessary for the normal development of the same, otherwise the penalties set forth in Annex 15 will be applicable. Likewise, it shall comply with the Service Levels, considering the provisions set forth in Annex 13. The CONCESSIONAIRE shall inform always be liable to the GRANTOR, with a copy to the Supervisor, within a maximum period of seven (7) Calendar Days after the visit has been made, in the event that damages have been identified due to misuse by the visitors of the educational institutions with respect to the Concession Assets or Affected Assets to the Concession corresponding to the environments indicated in Clause 7.41, with the respective report and supporting budget, which shall include at least three (03) quotations, so that the Supervisor, within ten (10) Calendar Days after receiving the communication from the CONCESSIONAIRE, issues a report to the GRANTOR verifying the validity of this request, and if applicable, the amount that would correspond to be recognized. In the event the Supervisor confirms the CONCESSIONAIRE's statement, the GRANTOR shall recognize the amount indicated by the Supervisor in the next quarter's settlement. This procedure shall not interrupt the CONCESSIONAIRE'S obligation to maintain the Service Levels and minimum conditions foreseen. Likewise, in the event that the CONCESSIONAIRE does not report the damages within the term indicated in this Clause, a subsequent recognition shall not be applicable. CHAPTER VIII:ECONOMIC AND FINANCIAL REGIME Permitted Guaranteed Indebtedness The CONCESSIONAIRE shall request PROINVERSIÓN, in writing, with a copy report on the development of the services rendered to the Supervisor and to the GRANTOR, its conformity annually and according to the Permitted Guaranteed Indebtedness, accompanying such communication, the following: Executive summary describing the value of the amounts committed in each of the credit agreements and/or debenture issuance agreements. The affidavit to obtain the qualification of Permitted Creditor, containing the requirements contained in Appendix 1 of Annex 9. Copy of the draft contracts periodicity and documentation as set forth in Appendix 2 of Annex 9. The affidavit of the CONCESSIONAIRE containing the information detailed in Appendix 3 of Annex 9. Since the risk of managing and obtaining the financing is under the responsibility of the CONCESSIONAIRE, the verification of the conditions and terms of the financing documents and the minimum requirements shall be deemed fulfilled if the final drafts of the contracts, listed above, establish that the rights provided in favor of the Permitted Creditors do not exceed those granted formats required by the Concession ContractGRANTOR and/or the Supervisor for such purpose, and that any Contract to the contrary shall not be enforceable against the GRANTOR. PROINVERSIÓN's evaluation shall consist of reviewing that the documents of the Permitted Guaranteed Indebtedness have been issued in accordance with the conditions of the table in Appendix 1 of Annex 9 and that the guarantee contracts granted by the CONCESSIONAIRE do not alter the present Contract or generate risks or any additional liability to the GRANTOR not regulated in this Concession Contract. PROINVERSIÓN shall issue its conformity to the Permitted Guaranteed Indebtedness within a maximum term of twenty (20) Days counted from the Day after receiving the request for conformity referred to in Clause 8.1, and shall notify the CONCESSIONAIRE, with a copy to the GRANTOR. In case PROINVERSIÓN does not issue its opinion within the term indicated, it shall be understood that the Permitted Guaranteed Indebtedness has conformity. For the purposes of reviewing the documents, PROINVERSIÓN may request additional information within five (5) days after receiving the request submitted by the CONCESSIONAIRE, granting the CONCESSIONAIRE a maximum term of ten (10) days to submit the required documentation. Once the information requested is submitted completely and without deficiencies by the CONCESSIONAIRE, the calculation of the term for the issuance of PROINVERSIÓN's opinion restarts, counted as of the following day of receipt of the information. In the event that the term mentioned approved in the preceding paragraph expires without PROINVERSIÓN's opinion, it shall be understood that the Permitted Guaranteed Indebtedness is in conformity. PROINVERSIÓN's obligation in this Chapter in relation to the Permitted Secured Indebtedness shall remain in force until the beginning of the Operating Period. Once the Operating Period has started, the GRANTOR shall be responsible for carrying out the process in accordance with the terms Service Operation Manual and conditions set forth in the preceding Clauses, as applicable. Guarantees in favor of Permitted Creditors For the purpose of obtaining financing to comply with the execution of the Works under the terms required under this Contract, the CONCESSIONAIRE, provided that the Applicable Laws and Provisions so permit and following the procedure established therein, may grant guarantees in favor of the Permitted Creditors, in order to guarantee the Permitted Secured Indebtedness, on the following: The Concession fee, in accordance with the applicable laws and regulations. The revenues of the CONCESSIONAIRE The shares or participations of the CONCESSIONAIRE. The CONCESSIONAIRE accepts and acknowledges that the granting and execution of any such guarantee or assignment of funds shall not relieve it of its obligations in compliance with the provisions of this Contract. The GRANTOR agrees and acknowledges that neither Service Levels set forth in Annex 13, otherwise, the Permitted Creditors nor any other person acting on their behalf penalties set forth in Annex 15 shall be liable for the performance of the Contract by the CONCESSIONAIRE until, if any, the Permitted Creditors exercise the rights referred to in subparagraph Error: Reference source not found of the Clause Error: Reference source not found regarding the execution of the mortgage, in which case, whoever becomes the holder of the mortgage as a consequence of its execution, shall assume, as the new Concessionaire, the obligations and rights of the present Contract. The GRANTOR and the CONCESSIONAIRE guarantee that the rights stipulated in favor of the Permitted Creditors in this Contract are unrenounceable and irrevocable, except with the prior and express consent of such Permitted Creditors; it being understood that with the sole communication of the Permitted Creditors, addressed to the GRANTOR and the CONCESSIONAIRE letting them know that they will make use of such rights, the acceptance of the respective Permitted Creditor referred to in article 1458 of the Civil Code shall be deemed to have been fulfilled. The contracts relating to the constitution of the mortgage shall expressly contain a provision stating that, in the event that the financing is terminated or the CONCESSIONAIRE incurs in any grounds that bring about its termination, the Permitted Creditors shall immediately communicate such situation to the GRANTORapplicable.