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SUBCONTRACT No. CNO/LCGG/205/2014 EQUIPMENT LEASE AGREEMENT. By and between FINANDI VOORSCHOTEN B.V., with offices at Papelaan-West 158, 2254 AJ, Voorschoten, the Netherlands, duly represented herein by its Legal Representative, Johannes Cornelis Jacobus Michel, which hereinafier for purposes of this Agreement shall be referred to as «LESSOR»; and CONSTRUTORA NORBERTO ODEBRECHT S.A. a corporation duly orgenized under the Laws of the Federative Republic of Brazil, through its Venezuela branch, which ‘was registered with the First Commercial Registry of the Judicial Circuit of the Federal District and State of Miranda, on November 28, 1991, under No. 13, Volume 91-A-PRO, with offices at Centro Empresarial Torre Humboldt, Piso 10 — Off. 10-13, Av. Rio Caura, sector Parque Humboldt, Prados del Este, Caracas, Venezuela, represented herein by Luis Martin Arditi Rocha, an Argentinian citizen, holder of Argentinian Passport No. AAA086278 and Vitor Souto Porto, a Brazilian citizen, holder of Venezuelan Identity Card No, E-82.264.264, both domiciled in the city of Caracas, sufficiently authorized by Power of Attorney registered with the First Commercial Registry of the ‘Judicial Circuit of the State of Miranda — Capital District, on December 9, 2013, under No. 30, Volume 152, which hereinafter for purposes of this Agreement shall be referred to as «LESSEE», hereinafter jointly referred to as The Parties, it is entered into this EQUIPMENT LEASE AGREEMENT, subject to the following statements and clauses: BACKGROUND ‘On December 21, 2006, the LESSEE and C.A. METRO DE CARACAS, hereinafter referred to as the COMPANY, entered into Contract MC-3753, whereby the LESSEE agreed to perform the Construction Works of the Caracas-Guarenas-Guatire line of C.A. Metro de Caracas, hereinafter referred to as the Works. ONE (I- OBJECT) 1. The LESSOR leases to the LESSEE and the LESSEE accepts the equipment, together with its corresponding accessories and technical specifications, hereinafter referred to as EQUIPMENT, based on the terms provided under this AGREEMENT. ‘The EQUIPMENT consists of two (2) Tunnel Boring Machines of the type TBM-EPB (Tunneling Boring Machine Earth Pressure Balance) of the brand Herrenknecht, and all the accessories and services detailed and described herein. 2. The EQUIPMENT will be allocated to the construction of the Tunnels required for the PROJECT - CARACAS-GUARENAS-GUATIRE MASS TRANSPORT SYSTEM of the Metro de Caracas, so they must comply with the specifications necessary for the construction of Tunnels with the following characteristics: = External diameter: 7.800mm = Internal diameter: 7.100mm = Voussoir length: 1.800mm = Ring distribution: 6+key. TWO (II- DELIVERY AND DEADLINES) 1. The LESSOR will deliver the EQUIPMENT in Puerto Cabello, a port located in the Bolivarian Republic of Venezuela. 2. The EQUIPMENT will be delivered in the condition it is, which is of fall knowledge of the LESSEE after the inspection already performed by its technical experts, and the LESSEE assumes all the risks for partial or total malfunctions during the term hereof. 3. The LESSOR acquired the EQUIPMENT from the manufacturer HERRENKNECHT and undertakes to enforce in favor of the LESSEE all the guarantees granted by the manufacturer within the scope of the purchase agreement of the EQUIPMENT, including the technical, performance and mechanical availability guarantee granted by HERRENKNECHT. 4, ‘The LESSOR shall be responsible for the proper and timely preparation abroad of the documents, procedures and formalities necessary to allow the LESSEE, on its own account, to promote the import of the EQUIPMENT under the temporary admission regime into the Bolivarian Republic of Venezuela, and its subsequent re-export. 5. The LESSOR undertakes to ensure that the manufacturer HERRENKNECHT deliver the EQUIPMENT on the following dates: TBM # 1: On or before February 21, 2014 TBM #2: On or before March 28, 2014 THREE (ILI- REPAIRS) 1. All repairs, including those useful, necessary and urgent, and the periodical maintenance service, shall be carried out at the cost and expense of the LESSEE by the official maintenance and repair service of the manufacturer or by specialized personnel of the LESSEE, hereinafter referred to as the “Service”, changing the damaged parts exclusively with new and legitimate parts of the corresponding brand, with the obligation to return the replaced parts to the LESSOR or, if this is not possible, to put them into safekeeping, separately, for their timely checking by the LESSOR. 2. ‘The LESSOR guarantees to the LESSEE that, pursuant to the purchase agreement of the EQUIPMENT with the manufacturer HERRENKNECHT, there will be available at the Site of the works during the assembly process of the EQUIPMENT and during its operation, until the total completion of the Tunnels, a technical specialist of the manufacturer HERRENKNECHT, who shall be responsible for the supervision of the assembly and commissioning of the EQUIPMENT and to ‘ensure its operation and performance. FOUR (IV- ASSEMBLY AND DISASSEMBLY) 1. The LESSOR, by itself or through third parties, will perform the Assistance and Supervision of the assembly and disassembly of the EQUIPMENT after its arrival to the Site of the works in Venezuela, and at the end of the lease for the respective re-export. For its part, the LESSEE shall provide the operating staff and the equipment required for the assembly and disassembly of the EQUIPMENT. 2, The LESSOR shall, at the Site of the works, have available the following staff for Assistance and Supervision of the assembly and commissioning of the EQUIPMENT: - Supervisor: 2 - Hydraulic / mechanical technician: 2 - Electrical / electronic technician: 2 3. The staff provided by the LESSEE must follow the instructions of the technical staff assigned by the LESSOR for the assembly and commissioning of the EQUIPMENT and its corresponding disassembly. FIVE (V- TRANSFERS) ‘The EQUIPMENT may not be transferred outside the area of the PROJECT without the prior approval of the LESSOR, SIX (VI- PURPOSE) ‘The EQUIPMENT shall be used by the LESSEE exclusively for the construction of the Tunnels of the PROJECT in accordance with the provisions of clause ONE paragraph 2, any and all change of purpose, whether partial or total, temporary or permanent, being prohibited. SEVEN (VII- RISKS OF MALFUNCTIONS) ‘The partial or total malfunctions of the EQUIPMENT, regardiess of the causes, shall not empower the LESSEE to demand a reduction or suspension of the contractual payments owed during the breakdown period, without prejudice to the obligation of the LESSOR to comply with its obligations hereunder. EIGHT (VIII- TERM OF THE AGREEMENT) 1. The term of the Agreement shall be Thitty-Six (36) months from the delivery of each ‘equipment in Puerto Cabello, Bolivarian Republic of Venezuela, 2. If necessary, the LESSEE may request, at least thirty (30) days in advance, the extension of {he term of the lease agreement for each EQUIPMENT, whose formalization will be conditional on the approval by the customs authority of the extension for the stay of the EQUIPMENT under the temporary admission regime in Venezuela 3. The LESSEE may terminate this lease in advance, by informing the LESSOR of its d at least 60 days in advance. jon with a NINE (IX- LEASE PAYMENT) 1. The lease payment for each EQUIPMENT shall be paid on the basis of a monthly. fixed and non-adjustable fee of FIVE HUNDRED AND FIFTY THOUSAND EUROS (€550,000.00), from the effective delivery of each EQUIPMENT to the LESSEE in Puerto Cabello. 2. The lease payments for the EQUIPMENT shall be paid on a monthly basis to the LESSOR 3. The time period established for the billing is per month, being comprised between the 26" day of the previous month and the 25" of the billing month. 4, The payments to the LESSOR shall be made in Euros, without any deductions on account of taxes, remittance fees and other charges, being the responsibility of the LESSEE the payment of any taxes and other encumbrances set forth in the legislation of the country of its domicile, through a wire transfer to the bank account indicated in writing by the LESSOR, within thirty (30) calendar days following the date of presentation of the invoice, as indicated in paragraph 3 above. 5, The LESSEE agrees that the LESSOR will receive 30 days after arrival at Puerto Cabello of each TBM an ADVANCE of ONE MILLION FOUR HUNDRED FORTY THOUSAND EUROS (€1,440,000.00), and said advance will be amortized in thirty-six (36) shares of FORTY THOUSAND EUROS (€40,000.00) each, which will be deducted from the monthly lease bills. 6. The LESSOR is expressly forbidden from using any invoices or credits arising from this Agreement in banking discount transactions, factoring, or assignment of future credit rights, without prior consultation with the LESSEE and its express authorization for each particular case. 7, The LESSOR declares that it has no contract or other type of agreement that may affect the ‘ownership of the EQUIPMENT or otherwise alter the terms of the lease which is the subject matter hereof or the rights of the LESSEE. In addition, the LESSOR undertakes not to negotiate or make any modification or alteration of contracts, or any other type of agreements, that it may have with third parties and that may have the same effect to affect the ownership of the EQUIPMENT or alter the terms of the lease which is the subject matter hereof or the rights of the LESSEE, without the LESSEE having been previously notified and without having obtained the express written authorization of the LESSEE. $8. Likewise, the Parties agrec that the LESSEE may pay the costs of permanent admission in the Bolivarian Republic of Venezuela of the EQUIPMENT, by deducting the cost of the last three (3) lease payments. TEN (X- OBLIGATIONS OF THE LESSEE) Without prejudice to any other, the obligations of the LESSEE are: a) Take all necessary measures for the temporary admission in Venezuela of the EQUIPMENT, as well as for its departure from the country after completion of the PROJECT works, provided that the LESSOR delivered all required documentation in a complete and timely manner, b) Make available the cranes at the opportunity and with the capacity required for the assembly and disassembly of the EQUIPMENT; ©) Supply three-phase electric power (220V or 380V) and lighting at the Site of the works; 4) Provide fuel for the EQUIPMENT, if necessary; ©) Make preventive maintenance of the EQUIPMENT (change of lubricating oil, filters, hydraulic hoses); {) Make corrective maintenance, including spare parts and skilled manpower, of the EQUIPMENT and tools; 2) Make available a mechanical workshop for any repairs the EQUIPMENT may require; h) —_ Reimburse to the LESSOR, through informed collection, the value of the freight and insurance paid by the LESSOR for the transportation of the EQUIPMENT from Germany to Venezuela, ELEVEN (XI RETURN OF THE EQUIPMENT) 1 Upon expiration of the term of the agreement, the EQUIPMENT will be retumed by the LESSEE in a good state of preservation and operation, confirmed by the Service experts, with the exception of normal wear and tear. 2. The LESSEE shall bear the insurance and transportation expenses of the EQUIPMENT from the Site of the Works to the LESSOR’ facilities or any other place, in Europe, as may be informed by the LESSOR. TWELVE (XII- ASSIGNMENTS) ‘The LESSEE is prohibited from assigning this Agreement, the EQUIPMENT and the use of the EQUIPMENT in any manner, whether partially or totally, temporarily or permanently, free of charge or otherwise. However, this prohibition shall not be applicable whenever the Agreement is assigned to companies belonging to the same economic group of Construtora Norberto Odebrecht S.A. THIRTEEN (XIH- DAMAGES) ‘The LESSEE assumes all the risks for damages that the EQUIPMENT may cause to its staff, things, ‘employees, employees’ things, third parties and third parties’ things, holding the LESSOR harmless from any liability, during all the term of the agreement until the retum of the EQUIPMENT to the LESSOR, in the agreed conditions. FOURTEEN (XIV- DELAYS) The delay of the LESSEE to pay the lease payment or any other sums owed, will derive in the following effects: (a) the amounts owed shall accrue compensatory interest from the contractual date of payment until the effective date of payment, which shall be calculated on the basis of the Euribor rate of the six (6) months prior to the delay, published by the European Banking Federation, plus an nctease of one percent (1%) pro rata temporis: and (b) past sixty (60) days delay, without prior notice, the LESSOR may terminate this Agreement upon communication to initiate litigation for the payment of all amounts accrued. FIFTEEN (XV - FORCE MAJEURE OR ACTS OF GOD) 1- For all the purposes contemplated in this Agreement, the terms force majeure or Act of God shall be understood as natural disasters, landslides, floods, earthquakes, soil expansion due to inhibition, wars and hostilities whether declared or not, usurpation of the National Power, civil wars, revolutions, uprisings, revolts, riots or any other event beyond the control and will of the Par consisting of an extraordinary, overpowering event or which may prevent the fulfillment of the contractual obligations or cause their partial, late or defective compliance. 2- Shall be also regarded as events of force majeure or Acts of God any strikes that might occur at the Work site, whether involving employees and/or workers of the LESSEE and/or employees and/or workers of other lessors of the LESSEE and even unemployed workers that seek to work with the LESSEE or any of its subcontractors. 3- In case that an event of force majeure or an Act of God occurs, the Interested Party shall give ‘written notice to the other, within five (5) days of the incident explaining the effects on the breach of the Agreement and accompanying the relevant documentation, 4, None of the Parties shall be responsible for any failure or delay in the fulfillment of the obligations of this Agreement while a force majeure or Act of God situation as above defined persists SIXTEEN (XVI - STAMPS AND OTHER TAXES) 1- If there would be any obligation to pay any stamp tax in connection with the purpose of this Agreement, said obligation will be in charge of the LESSEE. 2. The lease payment does not include Value Added Tax (VAT) or any other similar tax, and if there ‘would be any it shall be broken down separately in the billing, and shall be bome by the LESSEE. 3- Shall be for the account of the LESSOR all taxes and encumbrances that would be legally imposed in the Netherlands to the LESSOR on the billing of this Agreement, such as sales taxes, income tax and on any other product of the purpose of this Agreement, as well as any expenses related thereto, if applicable. SEVENTEEN (XVI - APPLICABLE LAW) |-. The Parties agree that all aspects of this Agreement shall be governed by and interpreted in accordance with the laws of the Bolivarian Republic of Venezuela. 2. If any clause or part of a clause hereof becomes, for any reason, illegal or void vis-a-vis the laws, ordinances, rules, or regulations of the national or local government (including without limitation, State and Local Governments and Governmental Departments or Agencies) having jurisdiction, this should not affect the validity of any of the remaining parts of that clause or of this Contract. EIGHTEEN (XVIII - DISPUTE RESOLUTION) 1-, Any contractual or extra contractual dispute arising from or in connection with this Agreement shall be finally resolved by arbitration at law, in accordance with the substantive laws of the Bolivarian Republic of Venezuela applicable to resolve the merits of the dispute, in the city of Caracas, Bolivarian Republic of Venezuela, at the seat as may be determined by the Arbitral Tribunal, in Spanish, according to the Regulations of the Business Conciliation and Arbitration Center (CEDCA), by three (3) arbitrators appointed in accordance with said Regulations. The arbitrators may issue precautionary measures, even before the Arbitral Tribunal that will hear the merits of the dispute is constituted. 2. "The arbitration award shall be reasoned and subject to the prior presentation provided for in said Regulations. A subpoena for the answer to the arbitration proceeding shall be served at the address of the defendant specified herein. The subpoena on the defendant shall be deemed served by the sole fact of there being a record in the arbitration file that the documents provided for by the CEDCA for the service of the subpoena on the defendant for the answer to the arbitration proceeding have been actually delivered at that address. This arbitration agreement is exclusive of the ordinary jurisdiction. NINETEEN (XJX- REPRESENTATIONS AND ACCEPTANCE OF THE AGREEMENT) The Parties hereby represent (i) that they are legally existing companies; (ii) that their Legal Representatives signing this Agreement are duly authorized to take all the responsibilities and obligations hereunder, (iii) that this Agreement is legally enforceable, (iv) that the execution and dclivery of the Agreement does not contravene nor does it require any notification or consent under any applicable law or under any binding contract, (v) that there are no pending legal proceedings, or that are known to the Parties, that may threaten them in such a way that they may adversely affect the execution or delivery of the Agreement. Two (2) counterparts are made of the same content and to one sole effect, in Caracas, on the second (2) day of February, 2014. FINANDI VOORSCHOTEN B.V. CONSTRUTORA NORBERTO ODEBRECHT S.A., VENEZUELA BRANCH MEMORANDUM OF UNDERSTANDING SUPPORT FOR COMMERCIAL DEVELOPMENT OF OFFERS AND CONTRACT NEGOTIATIONS This Memorandum is agreed between OSEL - ODEBRECHT SERVIGOS NO EXTERIOR LTD, at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (hereinafter designated “OSEL”), on one side and, on the other side, LIKAM BOUWWERKEN INTERNATIONAAL B.V., at 8 Marineweg 2241 ‘TX Wassenaar, ‘The Netherlands (hereinafter designated “LIKAM”), WHEREAS: 1) Construtora Norberto Odebrecht $.A. (CNO”), a member of the Odebrecht Group is currently working on several projects for C. A. Metro de Caracas (“Owner”) in Venezuela; — Tree Pagina 1 I) CNO is working on proposals related to expansions of the existing. subway lines in Caracas to be presented to the Owner, as mentioned in the FIRST CLAUSE (METRO PROJECTS”); IH) ‘Therefore, CNO has request to OSEL, its affiliate company, to contribute in identifying a strategic qualified partner focused on development of studies and consulting engineering to support the preparation of proposals for the METRO PROJECT rs; IV) LIKAM has expertise in engineering services and design, being fully qualified in conceiving and developing competitive engineering solutions, besides analysis of advanced and innovative technologies, procurement, pricing and budgets, justifying CNO’s and OSEL’s interest in contracting LIKAM services; NOW, THEREFORE, “he Parties have reached an agreement regarding the terms and conditions under which this Memorandum of Understanding MOU”) shall be carried out, as follows: TT Pagina 2 FIRST CLAUSE (Purpose, Scope of Services) 1 The Parties agreed that LIKAM shall render services to OSEL. related to conceiving and developing commercial and technical proposals aiming the award of contracts related to the MEPRO PROJECTS, detailed in the Annex |. 2 ‘he services shall be rendered during the preparation and developing of the proposals and include the support to OSEL in the negotiation phase of the contracts, covering: a) studies and technical drawings of each METRO PROJECT, listed and engineering designs, attached hereto as Annex 1, and their respecti aiming al more economical and efficient alternatives; b) development of the technical proposals and their respective budgets; ©) analysis and valuation of engineering risks, environmental and other risks related to each proposal, moreover indicating the mitigation solutions; of d) mapping out of the negotiation conditions and support to the proces negotiations with the Owner; e) preparation and maintenance of a flow of strategic market information; 1) support in the development and / or revision of the ba ic and executive Pagina 3 designs aiming optimization, rationalization and suitability of the use of construction equipment, allowing reduction of project costs; ¢) identification of protection mechanisms for obligations related to delays in payments and in the schedule of works; and support OSEL in formulating questions to obtain clarification and alternative solutions to technical and contractual issues. ‘Lhe services may be carried out in Venezuela or overseas, with a database cable to OSEL for the available to its utilization, with safeguards agr: protection of such data and which shall have all the necessary relevant information for the fulfillment of this MOU, including the bid documents and other information that may be delivered by the Owner such as calculations, descriptions, surveys, technical specifications, environmental documents, quantity takeoffs and in general, any and all document pertaining to the tender for the construction of the PROJECT. LIKAM shall have remote access to this data base through duly codified files provided by OSEL using the ftp (file ROMs; fer protocol”) or CD- Pagina 4 SECOND CLAUSE (Compensation, Invoicing and Payment) ‘The compensation terms indicated in Annex | were duly agreed by the Parties and have been conceived and developed on a succes are due fee basis, ie., only in the case that one or more contracts are awarded by the Owner to CNO. ‘The calculation of LIKAM’s compensation shall be based on a percentage attributed to the final contract amount of each METRO PROJECT awarded to CNO, according to the following parameters: a. b. Parameter L: if the final contract amount of a METRO PROJ ECT is equal to, higher or lower (up to 109% lower) than the estimated value attributed to such METRO PROJECT in Annex 1, then the compensation shall be equivalent to amount stated in the “Contract Remuneration” column in Annex |; Parameter 2: if the final contract amount of a METRO PROJE is 109% (up to 1596) lower than the estimated value attributed to such MEVLRO PROJEC Pin Annex 1, then the compensation shall be equivalent to 95% of the amount stated in the “Contract Remuneration” column in Annex 1; EEE TOOrCe Pagina 5 c. Parameter 3: if the final contract amount of a METRO PROJECT is 15% (up to 25%) lower than the estimated value attributed to such METRO PROJECT in Annex I, then the compensation shall be equivalent to 909% of the amount stated in the “Contract Remuneration” column in Annex 1; d, Parameter 4: if the final contract amount of a METRO. PROJECT is 25% lower (or more) than the estimated value attributed to such METRO PROJECT in Annex 1, then the compensation shall be equivalent to 85% of the amount stated in the “Contract Remuneration” column in Annex 1. therefore, the Parties agree that such compensation is fully subordinated to the event of signing one or more contracts, and the calculation of such compensation shall depend on the final contract amount of each METRO PROJECT, ‘Phe compensation shall be made in dollars of the United States of America by wire transfer according to LIKAM’s instructions, and shall comprise any direct and indirect costs to be incurred for the performance of the services related to this MOU, such a taxes. Pagina 6 THIRD CLAUSE (Notices) ‘All notices related to this MOU shall be in written, sent by facsimile, certified letter or e-mail and shall become valid as from the date they are sent to the addressee, as follow: OSEL: Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands email: Attn.: José Claudio Daltro LIKAM: 8 Marineweg 2241 TX Wassenaar, The Netherlands Email: Aan.: Henk Van Wijlen or any other address that shall be provided by the Parties to this effect. — Pagina 7 1. FORTH CLAUSE (Confidentiality) ‘Vhe confidentiality obligation shall not apply to any information that (i) is in public domain, (i) was in LIKAMS’s hands before this MOU was entered into; (iii) was developed by LIKAM independently, (iv) was received from a third party that had the right to disclose that information, or (v) LIKAM was obliged to disclose in compliance with the applicable laws or other provisions or due to a judicial order, and even in that case the disclosure thereof shall only be done after LIKAM and OSEL have mutually consulted in connection therewith. During the validity of this MOU and during the subsequent period of 5 (five) years LIKAM shall neither disclose nor put at third parties disposal, directly or indirectly, without OSEL previous written consent, any information related to the MOU, which has been identified in writing as confidential (“Confidential Information”). FIFTH CLAUSE (Validity) ‘Lhis MOU shall be valid as from the date hereof and shall remain valid indefinitely until its replacement by a service agreement or until it is SS Pagina 8 terminated by either Party in writing within a 30 (thirty) days’ notice to the other Party. SIXTH CLAUSE (Governing Law) ‘This MOU shall be governed by and construed in accordance with the laws of England and Wales. SEVENTH CLAUSE (Disputes) 1. Should there be any issue, dispute or conflict between OSEL and LIKAM relating to this Agreement or to its execution, either during or after the achievement of its subject matter, or else after its termination, the Parties shall make the best of their efforts with a view to achieve an agreement thereon amicably. 9, Failing the attempt referred to in the previous Paragraph, the disputes inuring from this Agreement shall be finally solved in accordance with the Rules of Conciliation and arbitration of the International Chamber of Commerce, by one or more arbitrators appointed in accordance with such Rule: Pagina 9 3. The conciliation and arbitration proceedings shall take place in London, England. IN WITNESS WHEREOF, the Parties hereto have signed this MOU on two identical copies. Caracas, on October 21°, 2011. OSEL - Odebrecht Services no LIKAM BOUWWERKEN Exterior Ltd. INTERNATIONAAL B.V. Euzenando Prazeres de Azevedo Henk Van Wiilen Jose Claudio Daltro Neen eee EEEEEEEE EERE TTT? Pagina 10 MEMORANDUM OF UNDERSTANDING (SUCCESS FEES) me al bescriion ssnmateavaiue | _gCONTRACT eset im Integral System: Line 3, Garth C2 of L2 1,800,000, 2,340 cmos marines omer omeens| nom es aa an ee s Road Solutions 720000 | _460 oe Pagina 11 Cable Train ‘Adjustment of Quantities 178,000 230, HOUSES: Houses in Guarenas-Guatire 156,000 200 TOTAL 14,778,000, 19,360