Cross-Examination Moot - Case File (With Clarifications)

2021 EDITION
This is the 2021 edition case of the Cross-Examination Moot, prepared by the Permanent Court of
Arbitration and Compass Lexecon. The case shall not be used for any purpose other than participation
in the moot. The case is copyright protected and owned by the Cross-Examination Moot.
www.crossmoot.com
Tarney & Snow LLP
_____________________
Sam Tarney
Chris Snow
Tarney & Snow LLP
tepc.arbitration@tarney.com
sam.tarney@tarney.com
chris.snow@tarney.com
By email and courier

Permanent Court of Arbitration
Buenos Aires Office
San Martín Palace, Esmeralda 1231
Buenos Aires 1061
Argentina
bureau@pca-cpa.org
AGB Construction Enterprises

1825 Drogor Avenue
Pentis City
Esstos
generalcounsel@agb.com
2 December 2020
Ref: Commencement of Arbitration Proceedings under the PCA Rules
Dear Sir/Madam,
On behalf of Thomas Edison Power Corporation (“TEPC”), please find enclosed the Notice of
Arbitration pursuant to Article 3 of the Permanent Court of Arbitration Rules 2012 (the “PCA Rules”).
I have also enclosed a copy of the Power of Attorney authorizing me to represent TEPC in these
proceedings.
TEPC is pursuing an arbitration under the PCA Rules, according to section XIII of the Dorme Wind
Farm Engineering, Procurement and Construction Agreement signed on 27 May 2018, between TEPC
and AGB Construction Enterprises for the design, procurement and construction of Dorme Wind Farm
(the “EPC Contract”), a copy of which is enclosed together with the Notice of Arbitration.
Yours sincerely,
Sam Tarney
Attachments:
Notice of Arbitration, with exhibits
Power of Attorney [not reproduced]
2
Notice of Arbitration
Thomas Edison Power Corporation (TEPC) v. AGB Construction Enterprises
NOTICE OF ARBITRATION
On Behalf of:
Thomas Edison Power Corporation (TEPC)

1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Counsel for Claimant
Tarney & Snow LLP
2 December 2020
3
THE PARTIES
The Claimant in these proceedings is the Thomas Edison Power Corporation (“TEPC” or
“Claimant”), a prestigious engineering company that operates and develops wind farms and solar
parks in Westerli. Claimant is a corporation duly constituted under the laws of Westerli with a
registered office in 1992 Mardell Avenue, Dorme City, Westerli.
The Claimant is represented in this arbitration by:
Sam Tarney
Chris Snow
Tarney & Snow LLP

57 Queen’s Landing
Dorme City
Westerli
AGB Construction Enterprises (“AGB” or “Respondent”) is a construction company in the

renewable energy sector, having its principal place of business at 1825 Drogor Avenue, Pentis
City, Esstos.
THE ARBITRATION AGREEMENT
The dispute resolution clause contained in section XIII of the Dorme Wind Farm Engineering,
Procurement, and Construction Agreement (the “EPC Contract”) between AGB and TEPC
provides as follows:
Any dispute, controversy or claim arising out of or relating to this contract, or the
breach, termination or invalidity thereof, shall be settled by arbitration in accordance
with the PCA Arbitration Rules 2012.
The number of arbitrators shall be three. The language to be used in the arbitral
proceedings shall be English. The place of arbitration shall be Qorth, Dothria.
Hearings shall, in principle, be held at the PCA’s facilities in the San Martín Palace
in Buenos Aires, unless otherwise decided by the arbitral tribunal in consultation with
the parties. (Exhibit-C1)
A copy of this Notice of Arbitration will be delivered to both AGB and the Permanent Court of
Arbitration (the “PCA”) in accordance with Article 3(1) of the PCA Arbitration Rules 2012 (the
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“PCA Rules”). Claimant notes that, pursuant to Article 1(4) of the PCA Rules, the involvement
of at least one State, State-controlled entity, or intergovernmental organization is not necessary
for jurisdiction where all the parties have agreed to arbitrate under these Rules.
MERITS OF THE DISPUTE
The Government of Westerli adjudicated to TEPC the development and operation of a new wind
farm in Dorme Province, Westerli, as part of a renewable energy initiative to phase out reliance
on fossil fuels by 2025.
AGB was awarded the EPC Contract as part of a tender process conducted by TEPC for the
construction of said wind farm in Dorme Province. The farm was to be composed of 125 turbines
with a total capacity of 250 MW (the “Dorme Wind Farm” or the “Facility”).
On 27 May 2018, the Parties entered into the EPC Contract, according to which AGB would
design, engineer, procure and construct the Dorme Wind Farm for a price of USD 250,000,000
to be paid in five installments. AGB agreed to finish all construction works and have the Dorme
Wind Farm ready for operation by the final completion date, which was within 400 days of the
execution of the EPC Contract. TEPC would then operate and maintain the Dorme Wind Farm to
provide clean energy to Dorme Province as part of the aforementioned governmental initiative
(Exhibit C-1).
AGB DID NOT COMPLY WITH THE SCHEDULE SET OUT IN THE EPC CONTRACT
i. AGB Finished the Plant One Year Later Than Agreed
According to the EPC Contract, AGB had to complete all construction and render the Dorme
Wind Farm fully operational by 1 July 2019.
The Parties discussed the deadline extensively during the negotiations. TEPC was clear that the
Facility had to be fully operational, at the very latest, by early 2020 in order to comply with
Westerli’s renewable energy goal (Exhibit C-3). Because Dorme was the only province in
Westerli without any major renewable energy sources, the development of the Dorme Wind Farm
was a significant step towards meeting that goal. Despite numerous discussions on the paramount
importance of the deadline, AGB finished the plant on 1 July 2020, which is 366 days later than
the agreed upon final completion date (Exhibit C-2).
Consequently, on 13 July 2020, Claimant notified Respondent of the application of the contractual
penalty in the amount of USD 37,500,000, deducted from the guarantee (Exhibit C-11).
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ii. TEPC Is Not At Fault for the Delay in the Operation of the Plant
In prior communications between the Parties, AGB has argued that the commercial operation date
of the plant was held back due to TEPC’s alleged delay in obtaining the required environmental
authorization from the Ministry of Environmental Protection. This argument is unavailing.
Despite the onerous examinations, including on-site inspections and requests for additional
documentation, TEPC fully complied with its obligations. In any event, since a temporary permit
was granted to allow construction while the final permit was processed, the delay in obtaining the
final environmental permit could not have impeded AGB’s progress (Exhibit C-5).
AGB has also tried to excuse its delays by arguing that TEPC did not make the upfront payment
on time. However, AGB fails to consider that the bank guarantee it initially proposed was not in
line with TEPC’s corporate standards (Exhibit C-6). Payment of an adequate bank guarantee was
a condition precedent to the upfront payment in the EPC Contract, and a sample guarantee was
included therein (Exhibit C-1). AGB merely had to follow the model provided.
Finally, AGB has claimed in the past that TEPC did not run the electrical commissioning on time
even though the work was completed. The “commissioning” refers to a setoff activity necessary
to confirm that the wind farm has been correctly installed and is ready for energy production. Yet,
it is AGB that caused the delay in the electrical commissioning by failing to complete the
electrical system adequately. TEPC employees discovered electrical problems that prevented the
performance of the electrical commissioning as scheduled. Specifically, the main transformer
could not store and evacuate all the power without overheating (Exhibit C-7).
iii. The Operation of the Dorme Wind Farm Was Not Delayed Because of a Force
Majeure Event
According to the EPC Contract, the only way in which AGB may be excused for its breach of
contract is if a force majeure event took place. This is not the case.
In prior communications, AGB has heavily relied on import restrictions that delayed the purchase
and installation of a coating material required to protect the turbines as a defense, claiming that
such restrictions somehow rise to the level of a force majeure event.
However, it was AGB’s choice to import the coating from Genovia, a country subject to import
restrictions, which would obviously create difficulties. There were adequate local alternatives
available that did not require AGB to purchase the material abroad. Therefore, it was not
materially impossible to perform the obligations, nor was it beyond AGB’s control to obtain the
coating on time. Even if importing the material was the only option, AGB assumed the contractual
risk of obtaining the material on time. Thus, any delay would still be attributable to AGB for
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failing to make the purchase diligently. Indeed, AGB knew full well of the specifications months
before the sanctions were imposed and it was, in any event, common knowledge that these
sanctions were likely to materialize. Nevertheless, AGB did not attempt to purchase the coating
from Genovia until after the sanctions were imposed. Consequently, AGB cannot claim that the
sanctions were an unforeseen event (Exhibit C-8).
AGB has also claimed that a period of excessive rainfall made the roads unpassable and thus
stalled progress on the construction of Dorme Wind Farm. This argument cannot stand. Periods
of heavy rain are common in Dorme and, in any case, the rain did not completely impede AGB
from accessing the site.
Consequently, there is no case of force majeure in the present dispute and AGB is liable for
breaching its contractual obligations.
AGB DID NOT PERFORM ADDITIONAL WORKS TO BE COMPENSATED BY TEPC
Before commencing this arbitration, AGB has informally claimed that it performed additional
works that require compensation. TEPC objects to this allegation.
Modern wind farms apply weather resistant and high-performance coatings to avoid damage from
erosion caused by airborne particulates hitting the turbines at high speed, chemical attack from
organic acids due to bug swarms and ice accretion in cold climates. As was extensively discussed
by the Parties during the construction of the Dorme Wind Farm, its location near the Nereid Bay
and the Eerie Mountain exposes it to sub-zero temperatures, ice accretion, and a higher corrosion
rate due to the proximity to the sea. Accordingly, it is in line with the latest industry
requirements—referenced in the EPC Contract—to apply a coating solution that would protect
Dorme Wind Farm from those factors.
Not only did AGB delay the construction of the plant as a result of its own business decision to
import the coating solution from a restricted country, but it also seeks compensation for the
application of the coating as “additional work” despite the manifest lack of a contractual basis for
this claim.
AGB LEFT PART OF THE WORK UNFINISHED
Finally, AGB did not even finish the required works.
According to the EPC Contract, at least one blade of each turbine must be painted black to avoid
avian fatalities if advisable.
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Indeed, Dorme Province is the natural habitat of a great number of exotic and, unfortunately,
endangered birds. In view of the importance of preserving birdlife and expediting the
environmental authorization, TEPC advised that one blade on each turbine should be painted
black. Recent studies show that this is a highly effective way of preventing birds from being
injured or killed. Yet, AGB did not do so and thereby delivered the Facility unfinished (Exhibit
C-9).
As a result of AGB’s failure to fulfil this requirement, TEPC had to hire another contractor to
complete the project. This meant further costs and interruption of the Facility’s operation. As the
turbines were already assembled and installed, the contractor had to work at 80 meters above
ground, which required hiring specialized personnel as well as specific safety equipment to
perform the work.
AGB’S DELAYED COMPLETION RESULTED IN DAMAGES DUE TO A REDUCED FEED-IN

TARIFF
In order to incentivize the production of renewables and eliminate the volatility associated with
energy demand, the Westerli Government created a Feed-in Tariff (“FIT”) regime, which paid
USD 200 per megawatt-hour, updated annually for inflation, to those who started operating a new
wind farm in the Dorme Province before it reached an overall installed capacity of 4 GW.
However, in December 2019, the Government announced the overall capacity of 4 GW was
reached. Therefore, the amount paid per megawatt-hour was reduced to USD 150 for those who
started operating a new wind farm in the Dorme Province from January 2020 until an additional
2 GW of installed capacity were reached. Given that the completion of the Dorme Wind Farm
was delayed from July 2019 to July 2020, the energy produced was purchased at a lower FIT. The
resulting decrease in revenue is solely attributable to the delay AGB caused in completing
construction.
DAMAGES
AGB's breach of the EPC Contract resulted in significant damages suffered by TEPC, including
but not limited to (i) additional costs incurred by TEPC to finalize the project that AGB left
unfinished; (ii) a one-year delay in the start of operations of the Dorme Wind Farm; and (iii)
reduced revenue resulting from a change in the FIT.
First, AGB did not complete the construction of the Dorme Wind Farm as agreed upon under the
EPC Contract. As a result, TEPC was forced to hire another contractor to complete the work of
painting the blades on the wind turbines black. These additional costs of USD 56.5 million, which
include the new contractor and workers fees, the paint, the cost of leasing and transporting the
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specialized equipment, and travel costs of the specialized workforce, constitute damages owed to
TEPC.
Second, AGB turned over the Dorme Wind Farm one year late. Consequently, production could
not begin until mid-2020. This resulted in TEPC’s inability to generate revenue and cash flows
from the project for an entire year.
Lastly, the delayed completion of the Dorme Wind Farm resulted in the application of a reduced
FIT that would have been higher but for the delay in construction on the part of AGB. Hence, the
reduction in FIT has a direct impact on expected revenues, which should be compensated by
AGB.
Although a full calculation of these damages will be submitted with our Statement of Claim, they
are preliminarily assessed at over USD 400 million.
ARBITRATORS, LANGUAGE AND PLACE OF ARBITRATION
Claimant appoints Prof. Steven Snapp to serve as arbitrator in the present dispute.
The arbitration agreement provides that the proceedings shall be conducted in English. As to the
place of arbitration, the Parties have selected Qorth, Dothria, which is a neutral seat that has
adopted the UNCITRAL Model Law on International Commercial Arbitration, 2006 and which
has ratified the 1958 New York Convention on the Recognition and Enforcement of Foreign
Arbitral Awards.
Finally, the Parties have also agreed that hearings shall, in principle, be held at the San Martín
Palace, the premises of the PCA in Buenos Aires, unless otherwise decided by the Arbitral
Tribunal. However, in view of pandemic-related travel restrictions and public health measures,
Claimant believes that an in-person hearing involving participants from so many different
jurisdictions is likely to be impossible, or at least inadvisable, through the end of next year.
Claimant accordingly proposes that hearings and meetings be held by videoconference until the
global health situation improves.
***
REQUEST FOR RELIEF
In light of the above, Claimant respectfully requests the Tribunal to find that:
i. AGB breached the EPC by delaying the construction of the Dorme Wind Farm and
leaving part of the work unfinished;
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ii. TEPC shall not compensate AGB for any additional work;
iii. AGB should pay damages to TEPC, initially estimated in the amount of over USD 400
million; and
iv. TEPC is entitled to recover all costs incurred in relation to this arbitration.
Sam Tarney
Tarney & Snow LLP
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Ali Watts Sam Tarney
AGB Construction Enterprises Chris Snow
1825 Drogor Avenue Tarney & Snow LLP
Pentis City 57 Queen’s Landing
Esstos Dorme City
Westerli
BY E-MAIL:
ALIWATTS@AGB.COM BY E-MAIL:
TEPC.ARBITRATION@TARNEY.COM
SAM.TARNEY@TARNEY.COM
CHRIS.SNOW@TARNEY.COM
AG 350878 4 December 2020

DIRECT DIAL: +54 11 4819 7334
E-MAIL: BUENOSAIRES@PCA-CPA.ORG
RE: PCA CASE NO. 2020-60

THOMAS EDISON POWER CORPORATION V. AGB CONSTRUCTION ENTERPRISES
Dear Mesdames, dear Sirs,
The Permanent Court of Arbitration (the “PCA”) acknowledges receipt of a Notice of Arbitration dated
2 December 2020 from Thomas Edison Power Corporation (the “Claimant”), commencing an
arbitration against AGB Construction Enterprises (the “Respondent”, and together with the Claimant,
the “Parties”) under section XIII of the Dorme Wind Farm Engineering, Procurement and
Construction Agreement concluded between the Parties on 27 May 2018 (the “EPC Contract”),
which provides as follows:
13.1. Any dispute, controversy or claim arising out of or relating to this contract, or the breach,
termination or invalidity thereof, shall be settled by arbitration in accordance with the PCA
Arbitration Rules 2012.
13.2. The number of arbitrators shall be three. The language to be used in the arbitral proceedings
shall be English. The place of arbitration shall be Qorth, Dothria. Hearings shall, in principle,
be held at the PCA’s facilities in the San Martín Palace in Buenos Aires, unless otherwise
decided by the arbitral tribunal in consultation with the parties.
Pursuant to Article 4(1) of the PCA Arbitration Rules 2012, the PCA invites the Respondent to submit
its Response to the Notice of Arbitration by Monday, 4 January 2021.
The arbitration has been registered as “PCA Case No. 2020-60”. The Parties are invited to use this
reference going forward for correspondence in relation to this matter.
The PCA also notes that the Parties have agreed to hold hearings in Buenos Aires. The PCA will be
pleased to make its hearing and meeting rooms at the Palacio San Martín in Buenos Aires available to
the Parties. At the same time, the PCA has also gained considerable experience over the past year with
the organization and administration of hearings and meetings by videoconference, and would be equally
pleased to assist the Parties and the Tribunal in this regard.
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AG 0112358
4 December 2020
Page 2 of 2
Please do not hesitate to contact me should you have any questions regarding this letter.
Yours sincerely,
RRordiguez
Rachel Rodríguez
Legal Counsel
cc: Prof. Steven Snapp (by e-mail: ssnapp@uofpentis.edu)
12
Narth Advocats
Missandra Narth
Brad Sandor
Narth Advocats
narth-arbitrations@narth.com
mnarth@narth.com
bsandor@narth.com
By email and courier

Buenos Aires Office
San Martín Palace, Esmeralda 1231
Buenos Aires 1061
Argentina
bureau@pca-cpa.org

1992 Mardell Avenue
Dorme City
Westerli
Sam Tarney
Chirs Snow
Tarney&Snow LLP
57 Queen´s Landing
Dorme City
Westerli
4 January 2021
REF: PCA CASE 2020-60
Dear Ms. Rodriguez,
In accordance with Article 4 of the PCA Rules and the letter of the PCA of 4 December 2020, I hereby submit
the Response to the Notice of Arbitration on behalf of AGB Construction Enterprises. The Power of Attorney
proving my authority to represent AGB Construction Enterprises is also enclosed.
A copy of the Response has also been sent to the Claimant directly.
Kind regards,
Missandra Narth
Attachments:
Response to the Notice of Arbitration
Power of Attorney [not reproduced]
13
PCA Case No. 2020-60
RESPONSE TO THE NOTICE OF ARBITRATION
On Behalf of:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Counsel for Respondent
Missandra Narth
Brad Sandor
Narth Advocats
4 January 2021
14
Respondent makes the following submission in accordance with Article 4 of the PCA Arbitration
Rules 2012 in response to Claimant’s Notice of Arbitration. Further, Respondent also submits a
counterclaim in accordance with Article 4(2)(d) and (e) of the PCA Rules.
Respondent is represented in this arbitration by

Missandra Narth
Brad Sandor
Narth Advocats
13 Conquest
Pentis City
Esstos
narth-arbitrations@narth.com
mnarth@narth.com
b.sandor@narth.com
PROCEDURAL POINTS OF AGREEMENT
Respondent does not contest the jurisdiction of the Tribunal under the dispute resolution clause
contained in section XIII of the Dorme Wind Farm engineering, procurement and construction
agreement (the “EPC Contract”) concluded between AGB Construction Enterprises (“AGB” or
“Respondent”) and Thomas Edison Power Corporation (“TEPC” or “Claimant”) on 27 May
2018.
Following the appointment of Prof. Snapp, Respondent hereby appoints Mr. Roy Lockhard to
serve as arbitrator in the present dispute.
As regards the location of hearings, Respondent acknowledges that the global pandemic may
preclude an in-person hearing in Buenos Aires, but prefers to wait until closer to the date of the
hearing to determine whether the hearing should instead be held by videoconference.
THE MERITS OF THE DISPUTE
AGB COMPLIED WITH THE TIMING AGREED BETWEEN THE PARTIES
i. The Parties Agreed to an Extension
After construction of the Dorme Wind Farm had begun, AGB contacted TEPC to discuss its
increasing concerns regarding the feasibility of the original deadline, due to several factors. In
particular, the works had been affected by adverse weather conditions, accessibility issues, delays
in the required permits, and force majeure events (Exhibit R-2).
15 1
AGB communicated these circumstances to TEPC and had understood that the Parties agreed in
good faith, at least verbally, to extend the deadline given that the delays were out of AGB’s
control. Thus, the EPC Contract was amended and any penalties are inapplicable (Exhibit R-1).
ii. The Operation of the Dorme Wind Farm Was Delayed Because of TEPC’s Conduct
Even in the event that the Tribunal finds that the Parties did not mutually agree to extend the
deadline, the project missed its deadline due to TEPC’s conduct.
First, the operation of the plant was delayed because TEPC was late in obtaining the required
environmental authorization. Without the final environmental authorization, the final works and
operation of the plant could not be concluded. TEPC was solely responsible for obtaining the
required authorizations under the EPC Contract and failed to do so in time. The environmental
authorization was granted in June 2020, almost a year after the original final completion date.
Moreover, TEPC failed to obtain the necessary permits from the relevant traffic authorities to
make exclusive use of the highway leading to the site. This was essential to ensure the
transportation of the tower and blades, which required especially long flatbed trucks to be moved
to the final site. These long flatbed trucks can only reach moderate speeds, and their lengths
prevent overtaking other vehicles on two-lane roads. For this reason, coordination with traffic
authorities is necessary to reduce disruptions to traffic flow and prevent accidents (Exhibit R-3;
Exhibit R-4).
Yet, TEPC failed to request the authorization advising AGB to use the alternate access roads. The
alternate roads TEPC mentions were unpaved and useless: frequent rainstorms during the winter
flooded the road and made it impossible to use, thus impeding access to the site. Had TEPC
obtained the necessary permit from the traffic authorities, or had TEPC constructed an asphalted
road to prevent flooding and excessive mud, the transportation of equipment to the site would not
have been delayed (Exhibit R-5).
Additionally, TEPC failed to make the upfront payment required to start any work. Inevitably,
this delayed the first phase of construction. TEPC argues that the bank guarantee provided by
AGB did not comply with TEPC’s corporate standards. Yet, the guarantee provided was standard
in the market and not substantially different to the sample guarantee provided in the EPC Contract.
AGB complied with TEPC’s unreasonable demands in the end, but negotiations between the
Parties and the bank delayed the upfront payment and onset of construction (Exhibit R-11). This
delay can only be attributed to TEPC and not AGB (Exhibit R-6).
16 2
In addition, the electrical issues reported by TEPC’s employees were not an obstacle to run the
electrical commissioning. The employees only reported minor issues and AGB immediately
clarified that this was not an obstacle to the timely performance of the electrical commissioning.
Nevertheless, TEPC insisted on rescheduling the electrical commissioning, which delayed the
operation of the plant.
TEPC has no right to enforce the contractual penalty when it is the one responsible for the delays.
iii. The Operation of the Dorme Wind Farm Was Delayed Because of a Force Majeure
Event and Therefore the Penalty Is Inapplicable
Additionally, the operation of the plant was delayed because of import restrictions applicable to
the coating material and unexpected weather conditions, which amounted to a force majeure
event.
With respect to the coating solution demanded by TEPC, AGB strongly objects to TEPC’s claim
that local alternatives were available. TEPC’s spec sheet required a rare coating that was not
available to buy locally.
TEPC requested a highly-sophisticated coating, disregarding AGB’s warning that such coating
would carry an additional cost not contemplated in the original proposal. A coating that met all
of the necessary requirements was not available in Westerli. Indeed, the only company that
manufactures such a coating is based in Genovia. Consequently, AGB had no choice but to
purchase the coating from that company (Exhibit R-7).
The sanctions imposed on Genovia significantly delayed the importation of the coating (Exhibit
R-12). These circumstances were unforeseeable and beyond AGB’s control.
In addition, heavy rainfalls flooded the access road provided by TEPC making it impossible to
access the site (Exhibit R-15). The unfavorable weather during the construction of the Dorme
Wind Farm, specifically between December 2018 and March 2019, were impossible to predict
and inevitably delayed construction.
Therefore, as the delays were caused by force majeure events, the penalty foreseen in the EPC
Contract is inapplicable.
AGB CONSTRUCTED THE DORME WIND FARM IN ACCORDANCE WITH THE EPC
CONTRACT
Contrary to TEPC’s arguments, AGB finished all the required work under the EPC Contract. The
EPC Contract does not require AGB to paint one blade on each turbine black, nor was it advisable
17 3
to do so under the circumstances. In fact, as AGB explained to TEPC, local communities are more
likely to accept turbines with white blades, which are less disruptive to the natural landscape, than
turbines with one blade painted black. In any event, the effectiveness of black blade technique to
protect bird life is doubtful and does not reflect the industry standard. Only one study has been
completed with a very small sample size and inconclusive results (Exhibit R-8).
The fact that painting the blades black was more expensive than leaving them white and that there
is no conclusive evidence of its benefit to bird populations led AGB to make the reasonable
business decision not to paint the blades black. This decision was clearly communicated to TEPC.
Thus, AGB did not deliver an incomplete facility. On the contrary, AGB fulfilled all of its
contractual obligations.
AGB IS NOT LIABLE FOR LOST PROFITS DUE TO CHANGES IN THE FEED-IN-TARIFF
AGB is not responsible for the delay or the damages associated with the changes to the Feed-in-
Tariff (“FIT”). Firstly, AGB has no control over the FIT rates, which are set, unilaterally, by the
Governement of Westerli. Secondly, as outlined earlier, AGB is not responsible for the delay in
completion, which was significantly impacted by TEPC’s own conduct and force majeure events.
Therefore, AGB is not liable for the reduced revenues resulting from the lower FIT rates
provisioned by the government in January 2020.
COUNTERCLAIM - TEPC SHOULD COMPENSATE AGB FOR THE ADDITIONAL WORKS

PERFORMED AND SHOULD BE REIMBURSED FOR THE EXECUTED GUARANTEE
Finally, AGB performed additional work under the EPC Contract. AGB requested TEPC’s
permission to purchase the coating that TEPC required and communicated that said coating would
be more expensive than the traditional coating AGB had contemplated in its proposal. TEPC
raised no objections. (Exhibit R-9; Exhibit R-10).
The coating material purchased and the work thereafter performed by AGB fall outside the scope
of the EPC Contract and thus, must be compensated by TEPC. AGB only performed the additional
work at TEPC’s request. Respondent files this counterclaim to demand fair compensation for the
works duly performed under the EPC Contract.
Given that AGB is not responsible for the delay in the completion of the Dorme Wind Farm nor
the additional works requested by TEPC, TEPC has no right to the guarantee it executed in full
on 13 July 2020. Therefore, Respondent requests reimbursement of the guarantee of USD 100
million, updated to present-day at the risk-free rate.
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DAMAGES
AGB suffered damages as a result of TEPC’s breach of the EPC Contract, including reduced
payments given TEPC’s incorrect application of the EPC Contract’s price inflation adjustment,
additional costs incurred by AGB related to the coating requested by TEPC, additional costs
incurred by AGB due to delays, and reimbursement of the bank guarantee executed by TEPC.
Presently, AGB is unable to provide a precise valuation of these damages. Nevertheless, at this
stage of the proceedings it estimates they are in excess of USD 100 million. A detailed accounting
of its damages will be submitted together with its Statement of Defense and Counterclaim.
***
REQUEST FOR RELIEF
In light of the above, Respondent respectfully requests the Tribunal to find that:
i. AGB has not breached the EPC Contract;
ii. AGB should not pay damages to TEPC;
iii. TEPC must compensate AGB for additional work in excess of USD 100 million;
iv. TEPC must reimburse the contractual guarantee; and
v. TEPC must pay AGB’s legal fees and the costs of this arbitration.
Missandra Narth
Missandra Narth
Brad Sandor
Narth Advocats
19 5
Missandra Narth Sam Tarney
Brad Sandor Chris Snow
Narth Advocats Tarney & Snow LLP
13 Conquest 57 Queen’s Landing
Pentis City Dorme City
Esstos Westerli
BY E-MAIL: BY E-MAIL:
NARTH-ARBITRATIONS@NARTH.COM TEPC.ARBITRATION@TARNEY.COM
MNARTH@NARTH.COM SAM.TARNEY@TARNEY.COM
BSANDOR@NARTH.COM CHRIS.SNOW@TARNEY.COM
AG 351044 5 January 2021

DIRECT DIAL: +54 11 4819 7334

The PCA acknowledges receipt of the Response to the Notice of Arbitration submitted by the
Respondent on 4 January 2021, together with its exhibits.
In accordance with Article 9 of the PCA Rules, the PCA invites the party-appointed co-arbitrators to
select the presiding arbitrator.
If by 3 February 2021, the two co-arbitrators have not agreed on the appointment of the presiding
arbitrator, any Party may request the Secretary General of the PCA to proceed with the appointment of
the presiding arbitrator.
Yours sincerely,
RRordiguez
Rachel Rodríguez
Legal Counsel
cc: Prof. Steven Snapp (by e-mail: ssnapp@uofpentis.edu)

Mr. Roy Lockhard (by e-mail: rlockhard@westerlimail.com)
20
Esstos Westerli
AG 351290 21 January 2021

DIRECT DIAL: +54 11 4819 7334

I write on behalf of the Tribunal in the above-referenced matter.
I am pleased to inform you that the co-arbitrators have agreed on the appointment of Prof. Mina
McGonald as presiding arbitrator. Accordingly, the Tribunal in the present matter has now been
constituted.
As a first step in the proceedings, the Tribunal would like to invite the Parties to a procedural meeting
to be held by videoconference at 9 am Westerli time / 10 am Esstos time on 3 February 2021, to address
the procedural calendar of the arbitration and discuss the format and possible dates for the hearing.
The Tribunal invites the Parties to confirm their availability for the procedural meeting to be held at the
date and time detailed above at their earliest convenience. The PCA will circulate the connection details
for the videoconference in due course.
Yours sincerely,
RRordiguez
Rachel Rodríguez
Legal Counsel
cc: Prof. Mina McGonald (by e-mail: minamcgonald@mmgarbitration.com)

Prof. Steven Snapp (by e-mail: ssnapp@uofpentis.edu)
21
IN THE MATTER OF AN ARBITRATION BEFORE A TRIBUNAL CONSTITUTED IN

ACCORDANCE WITH THE DORME WIND FARM ENGINEERING PROCUREMENT
AND CONSTRUCTION AGREEMENT, SIGNED 27 MAY 2018
-and-
THE PCA ARBITRATION RULES 2012
-between-
THOMAS EDISON POWER CORPORATION
(the “Claimant” or “TEPC”)
-and-
AGB CONSTRUCTION ENTERPRISES
(the “Respondent” or “AGB” and together with the Claimant, the “Parties”)
__________________________________________________________
PROCEDURAL ORDER NO. 2

(HEARING PROTOCOL)
__________________________________________________________
The Arbitral Tribunal

Prof. Mina McGonald
Prof. Steven Snapp
Mr. Roy Lockhard
Registry
Secretary to the Tribunal

Rachel Rodríguez
PCA Legal Counsel
3 May 2021
22
Procedural Order No. 2
Page 2 of 4
1. Procedural History
1.1 Paragraph 7.1 of Procedural Order No. 1 states that “[w]ithin a reasonable time prior to the
Hearing, the Tribunal shall determine the format, time, agenda, and all other technical and
ancillary aspects of the Hearing”.
1.2 On 6 April 2021, the Parties jointly requested that the Hearing be held by video-conference given
the uncertainties and travel difficulties created by the ongoing COVID-19 pandemic.
1.3 On 20 April 2021, a draft of this Procedural Order was circulated to the Parties. The Parties
submitted their written comments on the draft on 27 April 2021.
1.4 Taking into account the Parties’ comments, pursuant to Article 17 of the PCA Rules, the Tribunal
establishes the following procedure for the Hearing.
2. Date, Time and Format of Hearing
2.1 The Hearing shall take place from 22 to 26 November 2021.
2.2 The Hearing shall be held by videoconference using the Zoom videoconference platform.
2.3 The log-in details for the videoconference shall be circulated on the day prior to the start of the
Hearing.
3. Participants
3.1 The Parties are each requested to provide a final list of the representatives who will attend the
Hearing on their behalf no later than one week prior to the start of the Hearing.
3.2 Participants will join the videoconference through a “waiting room”. Participants will be admitted
one-by-one to the videoconference, and should have their video and audio turned on for
identification purposes.
3.3 Each Participant shall use the following format for their username on the Zoom videoconference
platform:
3.3.1 Name, University, preceded by the letter “C” for Claimant and “R” for Respondent (e.g.,
C – Francis Wellman – University of Dome).
3.3.2 Each Witness shall use the following format for their username on the Zoom
videoconference platform: Character Name, University, preceded by the letters “WC”
for witnesses presented by the Claimant and “WR” for witnesses presented by the
Respondent (e.g., WC – Character Name – University of Dome).
4. Issues to be Addressed at the Hearing
4.1 At the Hearing, the Parties will address the issues described in their skeletons, which will be
submitted in due course.
4.2 The Parties are free to decide in which order they address the various issues. No further questions
going to the merits of the claims should be addressed at this stage of the proceedings.
23
Page 3 of 4
5. Evidence and Demonstrative Exhibits
5.1 The Parties shall present any evidence from the file they wish to show at the Hearing through the
Zoom videoconference platform’s screen-sharing function. The presentation shall be made so that
the speaker and the relevant document can be seen simultaneously at all times. When presenting
an exhibit from the file, the exhibit’s nomenclature (e.g. R-2, C-5, etc.) shall be clearly shown.
5.2 In accordance with paragraph 9.2 of Procedural Order No. 1, no new evidence may be presented
at the Hearing.
5.3 In addition to the relevant provisions of the PCA Rules, the Tribunal may use, as an additional
guideline, the IBA Rules on the Taking of Evidence in International Arbitration (2020), when
considering matters of evidence.
6. Witness and Expert Examination
6.1 The examination of fact witnesses and experts (the “Witnesses”) shall be governed by the rules
set out in the Cross-Examination Moot Rules.
6.2 Witnesses must be clearly visible while testifying. To the extent possible, Witnesses’ camera
should be positioned at face level, relatively close to witnesses (e.g., by positioning a laptop on a
stack of books).
6.3 Before testifying, Witnesses shall give an oath to testify truthfully. 1
6.4 Witnesses shall give evidence from a desk or table that is kept clear, save only for a webcam, a
screen/monitor on which to view the proceedings, and a computer if required to view documents
that may have been provided to the Witness in electronic form.
6.5 The Tribunal may ask Witnesses, Party Representatives and any Participant to reorient their
camera to provide a closer view of the Witnesses’ or Representatives’ environment in order to
verify that they are not referring to or relying upon unauthorized information or documents while
testifying, or to confirm that no unauthorized persons are present (or alternatively, if his/her
camera cannot be rotated, to declare whether anyone else is present in the room and identify those
persons).
6.6 Witnesses may not use a “Virtual Background”. The room in which they are located must be
visible.
6.7 Witnesses shall not use phones, e-mail or other means of communication while they are on the
videoconference giving evidence.
7. Internet Connection and Devices
7.1 The Parties are responsible for ensuring that each of their representatives connects to the
videoconference through a stable internet connection offering sufficient bandwidth, and that each
representative uses a camera, microphone, and speaker of adequate quality. Participants are also
encouraged to ensure that their version of the Zoom videoconference platform is up-to-date.
7.2 Where multiple individuals are in the same location accessing the videoconference together as a
group, the audio and microphone equipment in the venue should be set up in a suitable manner to
1
The Witnesses will be asked to read the following affirmation: “I solemnly declare upon my honor and
conscience that I shall speak the truth, the whole truth, and nothing but the truth.”
24
Page 4 of 4
ensure stable and clear communication between the group and other participants attending the
Hearing.
8. Etiquette
8.1 The members of the Tribunal and lead counsel for each side shall keep their video connection on
throughout the proceedings. Other Participants shall mute their own audio and turn off their video
when not addressing the Tribunal.
8.2 Participants shall speak directly to the camera.
8.3 Participants shall endeavor to speak one at a time and not while any other Participant is speaking,
other than as may be required to make an objection to a question asked or to alert other
Participants of technical difficulties.
8.4 Participants should join the Hearing from a location without background noise and with adequate
lighting, and are invited to dress in business casual attire for the Hearing.
8.5 The above provisions on etiquette may be adjusted or supplemented by the Tribunal during the
course of the Hearing.
9. Requests for Clarifications
9.1 In the event the Parties need further information, Requests for Clarification must be made in
accordance with Article 6.5 of the Cross-Examination Moot Rules no later than 31 August 2021
via info@crossmoot.com. No team is allowed to submit more than ten questions.
Date: 3 May 2021
Place of Arbitration: Qorth, Dothria
Mina McGonald
On behalf of the Tribunal
Prof. Mina McGonald
25
Esstos Westerli
AG 351963 5 October 2021

DIRECT DIAL: +54 11 4819 7334

I write on behalf of the Tribunal in the above-referenced matter.
Following the procedural meeting held on 4 October 2021, and the agreement of the Parties to submit
skeleton briefs prior to the Hearing to be held from 22 to 26 November 2021, the Tribunal invites each
Party to submit their skeleton briefs by Friday, 29 October 2021, at the latest.
The skeleton briefs set an outline of each issue to be addressed at the Hearing, together with references
to the relevant portions of the witness statements, expert reports, and documents pertaining to that issue.
They shall not exceeded 10 pages each.
Yours sincerely,
RRordiguez
Rachel Rodríguez
Legal Counsel
cc: Prof. Mina McGonald (by e-mail: minamcgonald@mmgarbitration.com)

Prof. Steven Snapp (by e-mail: ssnapp@uofpentis.edu)
26
Skeleton Arguments
On Behalf of:

1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Counsel for Claimant
Tarney & Snow LLP
29 October 2021
27
Skeleton Arguments for Claimant
Contents
INTRODUCTION ..................................................................................................................2
AGB’S FAILURE TO COMPLETE THE FACILITY ON TIME ........................................2
i. Any Delay Caused by the Guarantee and Upfront Payment Is Entirely AGB’s Fault .......... 2
ii. TEPC Never Agreed to Amend the Deadline in the EPC Contract and the Facility Was
Completed 366 Days Late .............................................................................................................. 3
iii. None of the Delays Were Caused by Force Majeure Events .............................................. 4
iv. TEPC’s Behavior Was Reasonable at All Times and Did Not Cause Any Delays ............... 6
AGB FAILED TO COMPLETE THE FACILITY ................................................................7
DELAY BY AGB RESULTED IN A LOWER THAN EXPECTED FEED-IN TARIFF ....8
AGB DID NOT PERFORM ANY ADDITIONAL WORKS ................................................8
DAMAGES ARISING UNDER THE EPC CONTRACT .....................................................9
CONCLUSION .................................................................................................................... 10
1
28
INTRODUCTION
In compliance with the Tribunal’s request of 5 October 2021 and Article 24 of the PCA
Arbitration Rules 2012 (the “PCA Rules”), the Thomas Edison Power Company (“TEPC” or
“Claimant”), hereby submits a brief summary of its arguments, the purpose of which is to draw
the Tribunal’s attention to the relevant issues in preparation for the final hearing to be held from
22 to 26 November 2021.
This case concerns AGB Construction Enterprises’ (“AGB”) liability under the Engineering,
Procurement, and Construction Agreement of Dorme Wind Farm (the “EPC Contract”). The
following issues will be addressed: (i) AGB’s failure to complete the Dorme Wind Farm (the
“Facility”) on time; (ii) AGB’s failure to complete the Facility in accordance to the EPC Contract;
and (iii) damages arising under the EPC Contract.
AGB’S FAILURE TO COMPLETE THE FACILITY ON TIME
Under the EPC Contract, the final completion date for the Facility was 1 July 2019. 1 This deadline
was extensively discussed and its paramount importance was emphasized to AGB at every
opportunity. 2 Nevertheless, AGB failed to meet the deadline by 366 days.
Respondent’s argument that AGB had proposed a longer term for construction of the Facility in
its offer is completely irrelevant. The fact is that AGB not only accepted the 400-day deadline
that TEPC proposed, but it did so without hesitation. In fact, AGB insisted that it had vast
experience working under tight schedules, and that they had proposed 500 days anticipating that
they would be asked to reduce that time during negotiations. 3
i. Any Delay Caused by the Guarantee and Upfront Payment Is Entirely AGB’s Fault
Respondent asserts that TEPC delayed the beginning of construction by nearly a month because
it did not accept a “standard market guarantee,” and thus delayed the upfront payment. 4 It also
alleges that TEPC rejected the draft guarantee on the basis that it did not meet its corporate
standards but did not explain the content of those standards. 5
1
See EPC Contract, Section I: Definitions, 27 May 2018 (C-1).
2
Witness Statement of Alex Hertz, 31 July 2018, paras. 13 – 14 (CWS-1).
3
Email from AGB to TEPC, 6 March 2018 (C-3).
4
Witness Statement of Tristan Toepler, 18 February 2021, para. 5 (CWS-2).
5
Witness Statement of Tristan Toepler, 18 February 2021, para. 5 (CWS-2); Supplemental Witness
Statement of Alex Hertz, 20 May 2021, para. 11 (CWS-1S)
2
29
It is hard to imagine how TEPC could have been clearer about its corporate standards in relation
to the guarantee. TEPC is very strict about the terms of the guarantees that it accepts, and this is
true for all of its projects. It is precisely for this reason that TEPC always includes a template for
the guarantee in its contracts. The EPC Contract was no exception, as shown by Exhibit A. 6 AGB
need only have submitted a guarantee based on the template that was provided to avoid any issues
or delays. Therefore, any delays caused by the guarantee and the upfront payment can only be
imputed to Respondent.
ii. TEPC Never Agreed to Amend the Deadline in the EPC Contract and the Facility Was
Completed 366 Days Late
Respondent argues that the deadline provided in the EPC Contract was amended orally. As such,
Respondent avers that TEPC implicitly waived the formal addenda requirement as well as its right
to enforce the penalty. This is based on a mischaracterization of the facts.
First, the EPC Contract was never amended in any way. In May 2019, a mere two months before
the deadline, AGB approached TEPC with concerns about meeting the final completion date and
asked to meet with TEPC executives to discuss this issue. 7 During this conversation, AGB
executives explained that the final completion date would be impossible to meet, citing a number
of reasons that it insisted were beyond its control, and promised to “work diligently in order to
minimize delays.” 8
TEPC had no choice but to tolerate that the deadline would not be met, and hope that AGB would
indeed finish without substantial delays. It is unreasonable for AGB to assume, particularly
knowing how important the deadline was for TEPC, that Claimant agreed to an indefinite
extension of the final completion date. By Respondent’s logic, simply informing that the deadline
will not be met results in a contractual amendment of the deadline, despite the clear contractual
requirement that any addenda be in writing. Furthermore, based on AGB’s representations, TEPC
reasonably assumed that the delay would be short. One year is not a short delay by any reasonable
standard or definition. It is clear that TEPC never expected such a lengthy delay from the e-mail
of 30 July 2019, when it asked for a status update 30 days after the final completion date had
expired without any word from AGB. 9
6
EPC Contract, Exhibit A, (C-1).
7
Witness Statement of Tristan Toepler, 18 February 2021, para. 11 (CWS-2).
8
Witness Statement of Alex Hertz, 17 February 2021, para. 15 (CWS-1).
9
Email from TEPC to AGB, 31 July 2019 (C-4).
3
30
Second, even if TEPC had orally agreed to an open-ended but brief extension, quod non, it at no
point agreed to indefinitely waive the penalty for delay provided in the EPC Contract. 10 Claimant
does not and cannot point to a single piece of evidence proving that TEPC agreed to a deadline
extension or waived the penalty because no such evidence exists.
iii. None of the Delays Were Caused by Force Majeure Events
The force majeure clause of the EPC Contract provides that an event that qualifies as force
majeure will excuse performance for the duration of the event, which is calculated by the day.11
It further details the requirements for properly invoking the force majeure clause, such as
immediate notice of the start of a force majeure event, and formal written notice of the invocation
of force majeure, a report on the nature, causes, and costs, as well as the approximate duration of
the event. 12
An event must be both unforeseeable and materially impossible to overcome in order to qualify
as force majeure. None of the events invoked by Respondent meet those criteria.
First, Respondent avers that the delay caused by the importation of the coating solution from
Genovia is excused under the force majeure clause because it was not possible to obtain the
coating requested by TEPC from any other supplier. This assertion is both legally and factually
incorrect for the following reasons.
One, the coating was available in other markets, and yet AGB chose to import the coating from a
country on which Westerli had imposed sanctions. There were similar coatings being produced
by at least one other supplier in Westerli. 13 AGB was also not diligent in finding a supplier. TEPC
placed its coating request on 15 August 2018 and AGB did not find Techwind Solutions until the
end of that year. 14 It took over three months for AGB to find a supplier, alleging that it was a rare
coating solution its engineers had never heard about. Not only does this speak volumes of AGB’s
engineers, considering that this generation of high-performance coatings is regularly discussed in
trade journals, but it also shows that, but for AGB’s lack of diligence, it would have been able to
place the order well before the sanctions were imposed. 15 As such, this event fails the
10
Witness Statement of Alex Hertz, 17 February 2021, para. 8 (CWS-1).
11
EPC Contract, clause 11 (C-1).
12
EPC Contract, clause 11 (C-1).
13
Golden Lion Chemical Website (C-19).
14
Witness Statement of Tristan Toepler, 18 February 2021, para. 8 (CWS-2); Executive Order 120692
Prohibiting Certain Transactions With Genovia, 30 October 2018 (R-12); Supplemental Witness Statement
of Alex Hertz, 17 April 2021, para. 14 (CWS-1S)
15
The End of “Standard” Coating for Wind Turbines?, Journal of Renewable Energy, University of Westerli,
April 2019 (C-20).
4
31
impossibility requirement because it was possible to obtain the coating from Genovia. In any
event, AGB could have imported the coating before the sanctions were imposed.
Two, it was common knowledge that sanctions on Genovia were forthcoming, therefore this event
also fails the foreseeability requirement. Tensions between Westerli and Genovia had been
worsening for some time. It was widely reported that sanctions were expected when the nuclear
deal negotiations broke down months before AGB first tried to place the coating order. 16 AGB
claims to be a seasoned corporate actor that frequently does business in Genovia, which makes it
difficult to believe that it did not know about the impending sanctions.
Second, Respondent argues that an unusually heavy rainy season caused severe delays in the
construction schedule, specifically impacting the excavation and transportation of materials.
However, Respondent fails to acknowledge that heavy rains are common in Dorme Province,
particularly during the winter months 17. In fact, between 2005 and 2017, there were several years
in which it rained more than in 2018 and 2019. 18 As such, this period of heavy rain was not
unforeseeable. It was simply poor planning on AGB’s part to schedule the excavations and
transportation of equipment during the rainy season.
This event also does not meet the impossibility criteria. TEPC provided AGB with an alternate
access road it could have used to transport materials. 19 To invoke the force majeure clause, an
event must be physically impossible to overcome, not merely impractical.
Finally, AGB did not comply with the notice requirements for invoking the force majeure clause.
AGB argues that these requirements are a formality and that, in any event, it notified TEPC of
both the inclement weather and the importation delays. However, AGB’s casual mentions of bad
weather fall grossly short of the notification requirements, which entail more details about the
start, nature, and scope of the qualifying event. One of the reasons the Parties negotiated these
requirements is because performance obligations are only excused for the duration of the force
majeure event, which is calculated by day. As such, it is important to clearly establish when the
event began and when it ended. Here, Respondent did not formally offer these details or provide
any status reports. Yet, it somehow expects its vague allusions to inclement weather to excuse a
16
Westerli Expected to Impose Sanctions on Genovia After Nuclear Disarmament Talks Collapse, The
Westerli Times, 3 September 2018 (C-8).
17
Supplemental Witness Statement of Tristan Toepler, 17 April 2021, para. 7 (CWS-2S).
18
Dorme Precipitation by Year, Historical Weather Society (C-16).
19
Picture of Roads (R-5); Email from TEPC to AGB, 1 March 2019 (R-17).
5
32
366-day delay in performance. AGB was even less transparent about the issues surrounding the
importation of the coating.
None of the events invoked by Respondent rise to the level of force majeure. Consequently, it is
liable for any delays in performance under the EPC Contract.
iv. TEPC’s Behavior Was Reasonable at All Times and Did Not Cause Any Delays
In a feeble and desperate attempt to evade liability, Respondent levels a barrage of accusations
against Claimant, blaming the delays on its behavior. Respondent argues that TEPC’s untimely
requests, insistence on rescheduling the electrical commissioning, and lack of diligence in
obtaining the environmental permit were responsible for the delays in meeting the final
completion date. These arguments are inapposite.
First, Respondent submits that TEPC constantly made unreasonable and untimely requests that
delayed the construction schedule. However, TEPC’s requests were timely and, in any event, did
not cause any delays for the following reasons.
One, nowhere in the EPC Contract does it state that all job requests must be made by a particular
date. In the case of the coating, TEPC made the request shortly after construction began. 20 AGB
claims that this request disrupted its schedule, but it had not yet ordered the standard coating
solution it was planning to apply. Therefore, AGB only had to change what it was planning to,
but had not yet ordered.
Two, the black blade feature was included in the EPC Contract and requested over a year before
the Facility was completed, and only required a paint job that could have easily been completed
while construction continued uninterrupted on other parts of the Facility. 21 TEPC did not demand
any major construction modifications, thus considering the simplicity of these works, the only
scenario in which the timing of the requests would matter is if TEPC made them after everything
else was completed. 22
Second, Respondent blames TEPC for delaying the electrical commissioning. However, it is
unclear how AGB expected TEPC to perform the electrical commissioning when the electrical
system was seriously failing. 23 Respondent conveniently downplays the severity of the electrical
failures, but is common sense that if the electrical system was incapable of storing and evacuating
20
Email from TEPC to AGB, 15 August 2018 (R-7).
21
See Email from TEPC to AGB, 26 April 2019 (C-23).
22
Picture of Blades (C-9).
23
Email from Ellis Sanders to Kate Tulley, 8 June 2020 (C-7).
6
33
power without overheating then the commissioning could not be performed. 24 In fact, performing
the commissioning under those circumstances is potentially unsafe. TEPC executives acted in a
manner that any reasonable person in the same position would have acted.
Third, AGB argues that TEPC did not file the environmental permit application in a timely
manner. This is patently false. TEPC filed the application before the EPC Contract was signed. 25
In fact, if AGB’s accusation were true, it would not even have been permitted to break ground
because the temporary environmental authorization is what allows construction to begin.
Additionally, Respondent fails to explain how obtaining the final environmental authorization
earlier would have impacted construction in any way, since AGB only required the temporary
environmental authorization (which permits construction) to perform all of its contractual
obligations.
AGB FAILED TO COMPLETE THE FACILITY
By failing to include the black blade feature, Respondent failed to complete the Facility in
accordance with the contractual specifications. The EPC Contract provides that one blade on each
turbine be painted black if advisable. 26 This issue was discussed during negotiations and several
times during the early stages of construction. 27 Finally, on 26 April 2019, TEPC formally
requested that AGB include this feature. 28
Due to Dorme Province’s exotic bird population, the Ministry of Environmental Protection takes
their potential endangerment very seriously. Wind farms are known to decimate bird populations,
and therefore this concern played a major role in the delayed issuance of the final environmental
authorization. In order to expedite the issuance of this authorization, TEPC decided to heed the
Ministry’s advice on the black blade feature, which was based on a recent study showing its
effectiveness. 29
24
Supplemental Witness Statement of Tristan Toepler, 17 April 2021, para. 8 (CWS-2S).
25
Final Environmental Permit, 12 June 2020 (C-5).
26
EPC Contract, Exhibit B, fn. 1 (C-1).
27
Negotiation Meeting Minutes, 20 March 2018 (C-22).
28
Email from TEPC to AGB, 26 April 2019 (C-23).
29
WindBird Study: The Impact of Turbine Color on the Visibility of Bird in Flight, National Ornithology
Society, p. 47 (C-21); Supplemental Witness Statement of Alex Hertz, 17 April 2021, para. 15 (CWS-1S)
7
34
TEPC explained to AGB why it was advisable, under these circumstances, to implement this
feature. 30 Yet, AGB chose to ignore this request, hiding behind fears of community acceptance,
when its actual concern was the additional expense of purchasing and applying the black paint. 31
In consequence, TEPC had to incur further costs by hiring three other vendors and contractors to
paint the already-installed blades black at a height of 80 meters. This caused a setback in the
normal operation of the Facility. TEPC should not bear this burden when AGB is solely
responsible for ignoring TEPC’s request.
DELAY BY AGB RESULTED IN A LOWER THAN EXPECTED FEED-IN TARIFF
In order to diminish the variability associated with revenue generation and promote the
development of renewable energy within Dorme Province, the Government of Westerli
established a Feed-In Tariff (“FIT”) regime that purchased energy at a fixed rate. 32 The FIT was
initially set at USD 200 per megawatt-hour to those who started operating a new wind farm in the
Dorme Province before it reached an overall installed capacity of 4 GW. As of January 2020, the
FIT was reduced to a rate of USD 150 per megawatt-hour to those who started operating a new
wind farm in the Dorme Province before it reached an overall installed capacity of 2 GW. Because
AGB did not complete the Facility on time, TEPC was only able to lock-in the lower FIT rate. 33
As a result of AGB’s failure to complete the Facility on time, TEPC incurred losses both related
to the delay in the electrical commissioning as well as the diminished FIT throughout the duration
of the project.
AGB DID NOT PERFORM ANY ADDITIONAL WORKS
Respondent’s contention that TEPC’s request for a high-performance coating solution constitutes
additional work requiring compensation demonstrates an egregious misreading of the EPC
Contract.
Clauses 4.3 and 4.7 provide that all work necessary to achieve construction of the Facility in
accordance with industry standards and to achieve full operation of the Facility is within the
Claimant’s scope of work. 34
30
Email from TEPC to AGB, 26 April 2019 (C-23).
31
Email from AGB to TEPC, 2 May 2019 (R-8).
32
Feed-in tariff regime (C-10)
33
Feed-in tariff regime (C-10)
34
EPC Contract, clauses 4.3, 4.7 (C-1).
8
35
Here, the harsh environmental conditions present due to the Facility’s proximity to Nereid Bay
and the Eerie Mountains made it necessary to apply a high-performance coating. This coating was
needed to prevent or reduce higher levels of corrosion from increased salinity, naturally-occurring
chemical attacks, and airborne sand and other particulates as well as ice accretion. The industry
standard is to apply whatever coating is necessary taking into account the environment. 35 The so-
called “standard” coating does not represent an industry standard in the sense that it is applied to
wind farms across the board. Instead, it refers to a coating applied in standard weather, meaning
wind farms that have no specific environmental needs.
Furthermore, the harsh environmental conditions can cause significant damage to the Facility,
preventing its proper full-time operation due to constant but avoidable repairs and greatly reduces
its lifespan if a high-performance coating were not applied. Therefore, insofar as the application
of a high-performance coating was necessary to achieve the full operation of the Facility, it was
clearly part of the scope of work.
Respondent fails to mention that at no point did TEPC accept that this was beyond AGB’s
obligations. Any additional cost that was incurred must be borne by AGB, since it should have
known to budget for a more sophisticated coating given the environmental conditions, which it
was aware of since day one.
DAMAGES ARISING UNDER THE EPC CONTRACT
TEPC suffered damages as a result of AGB’s breach of the EPC Contract, consisting of (i)
additional costs incurred to complete the work of painting the turbine blades black; and (ii) lost
profits as a consequence of the one-year delay in production and a lower FIT.
Between 10 August and 30 September 2020, TEPC made payments of USD 56.5 million to three
different vendors to finance the process of painting the turbine blades. As calculated by Dr.
Eckert, the related damages are USD 51.1 million as of 16 April 2021. 36
Due to the delay in the construction of the Facility, production began in 2020, one year later than
the start date established in the EPC Contract. The one-year delay in the start of production led to
damages to TEPC in the amount of USD 57.4 million as of 16 April 2021, as calculated by Dr.
35
The End of “Standard” Coating for Wind Turbines?, Journal of Renewable Energy, University of Westerli,
April 2019 (C-20).
36
Second Report of Eden Eckert, 16 April 2021, Section II.1.
9
36
Eckert. 37 Furthermore, the delay in the completion of Facility led to the adoption of a lower FIT,
resulting in damages of at least USD 339.3 million as of 16 April 2021. 38
Finally, AGB’s argument that TEPC calculated the price adjustment formula incorrectly is
baseless. Not only did AGB fail to raise this issue while TEPC was making the contractual
payments, but it also accepted this same price adjustment formula in previous projects with
TEPC. 39
The table below summarizes total damages to TEPC as of 16 April 2021, net of the value of the
guarantee TEPC executed on 13 July 2020.
Table 1: Damages Summary
US$ Million as of April 2021
Additional Costs Incurred Finalizing the Project 51.1

Lost Profits
One-Year Delay 57.4
Lower Feed-in Tariff 339.3
Total Losses 447.8
minus Guarantee 100.5
Damages to Claimant 347.3
Source: Eckert Updated Damages Model (EE-03).
CONCLUSION
For the aforementioned reasons, the Tribunal should find AGB liable for the one-year delay, and
for delivering an incomplete Facility within the meaning of the EPC Contract.
Claimant reiterates the relief sought in its previous submissions.
***
37
Second Report of Eden Eckert, 16 April 2021, Section II.2.1.
38
Second Report of Eden Eckert, 16 April 2021, Section II.2.2.
39
Email from AGB to TEPC, 8 September 2015 (C-30).
10
37
Respectfully submitted on behalf of Claimant:
Sam Tarney
Tarney & Snow LLP
11
38
Tarney & Snow LLP
_____________________
PCA CASE NO. 2020-60

CLAIMANT - CONSOLIDATED INDEX
Exhibit
Document name Filed
Number
C-1 Contract Notice of Arbitration

C-2 Certificate of completion Notice of Arbitration
C-3 Emails between the Parties on the importance Notice of Arbitration
of the deadline
C-4 Emails showing Owner’s disappointment Notice of Arbitration
with delays
C-5 Final Permit Certificate Notice of Arbitration
C-6 Emails re guarantees Notice of Arbitration
C-7 Employees emails reporting electrical Notice of Arbitration
problems (includes reference to best practices
handbook)
C-8 Press article revealing that import restrictions Notice of Arbitration
were expected on certain categories of
products
C-9 Pictures showing black blades were missing Notice of Arbitration
C-10 Feed-in tariff regime Notice of Arbitration
C-11 Letter notifying the application of penalties Notice of Arbitration
C-12 Email from public official stating that the Statement of Claim
permit will be approved
C-13 Email informing Contractor that permit Statement of Claim
would be ready soon
C-14 First draft guarantee submitted by Statement of Claim
Respondent
C-15 Satellite pictures showing access road Statement of Claim
C-16 Weather reports Statement of Claim
C-17 Emails from Owner enquiring about purchase Statement of Claim
status
C-18 Emails from Contractor saying they already Statement of Claim
had the material
C-19 Suppliers’ website showing coating material Statement of Claim
available on the local market
C-20 Industry reports showing that a plant needs Statement of Claim
coating
C-21 Industry report showing that plant needs Statement of Claim
black blades
39
Tarney & Snow LLP
_____________________
C-22 Negotiation documents with references to Statement of Claim

coating and avian safety
C-23 Emails between the parties referring to black Statement of Claim
blades
C-24 Night Watch Services Invoice 212-782-3527 Statement of Claim
C-25 Thenn’s Specialized Services Invoice 212- Statement of Claim
782-4101
C-26 Thenn’s Specialized Services 212-782-3539 Statement of Claim
C-27 Westerli Equipment Invoice 212-782-3583 Statement of Claim
C-28 Westerli Equipment Invoice 212-782-3565 Statement of Claim
C-29 Emails between the Parties regarding fourth Statement of Claim
payment
CWS-1 Witness Statement of Alex Hertz Statement of Claim
CWS-2 Witness Statement of Tristan Toepler Statement of Claim
CER-1 Expert Report of Eden Eckert (Advising Statement of Claim
Economics)
EE-01 Damages Model Statement of Claim
EE-02 CV Eden Eckert Statement of Claim
EE-03 US WACC Database Statement of Claim
CWS-1S Supplemental Witness Statement of Alex Statement of Reply
Hertz
CWS-2S Supplemental Witness Statement of Tristan Statement of Reply
Toepler
CER-2 Updated Expert Report of Eden Eckert Statement of Reply
(Advising Economics)
EE-04 Updated Damages Model Statement of Reply
40
SKELETON ARGUMENTS
On Behalf of:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Counsel for Respondent
Missandra Narth
Brad Sandor
Narth Advocats
29 October 2021
41
Skeleton Arguments for Respondent
TABLE OF CONTENTS
I. INTRODUCTION 3
II. THE EPC CONTRACT 3
III. TEPC’s CLAIM IS MERITLESS 3
A. THE FINAL COMPLETION DEADLINE 3
B. AGB FULLY COMPLIED WITH THE CONTRACTUAL SPECIFICATIONS FOR THE DESIGN AND
CONSTRUCTION OF DORME WIND FARM 8
C. AGB IS NOT RESPONSIBLE FOR DAMAGES STEMMING FROM A REDUCED FEED-IN TARIFF 8
IV. AGB’s COUNTERCLAIM 9
V. AGB IS NOT LIABLE FOR ANY DAMAGES 10
VI. CONCLUSION 10
42
I. INTRODUCTION
Pursuant to the Tribunal’s instruction of 5 October 2021, and Article 24 of the PCA Arbitration
Rules 2012 (the “PCA Rules”), AGB Construction Enterprises (the “Respondent” or “AGB”),
hereby submits its Skeleton Arguments concerning the claim filed by Thomas Edison Power
Corporation (the “Claimant” or “TEPC”) pursuant to the Engineering, Procurement and
Construction Agreement of Dorme Wind Farm (the “EPC Contract”).
The purpose of the Skeleton Arguments is to provide a brief overview of the most relevant
factual, legal, and evidential issues to be examined at the Hearing scheduled for 22-26 November
2021.
II. THE EPC CONTRACT
In the EPC Contract, AGB undertook the design, engineering and construction of a wind farm
consisting of 125 wind turbines with 2 MW of capacity each in Dorme Province, Westerli. TEPC
agreed to pay the contract price in five instalments (Exhibit C-1; Notice of Arbitration, ¶¶ 7-
8; RWS-1, ¶ 2; CWS-1, ¶ 7).
After the Dorme Wind Farm (the “Wind Farm”) was constructed and handed over to TEPC for
operation, TEPC imposed penalties in the amount of USD 37,500,000 and initiated the current
arbitration proceedings (Notice Arbitration, ¶ 11; Exhibit C-2; Exhibit C-11; Exhibit R-14;
CWS-2, ¶ 8). TEPC claims that (a) AGB did not finish construction on time, and thus penalties
are due for each day past the completion date; (b) The Wind Farm was not constructed according
to the design specifications; and (c) AGB is liable for damages resulting from the delay in the
construction and the reduced Feed-in Tariff (“FIT”) rate due to the delay in the completion of
the Wind Farm.
III. TEPC’s CLAIM IS MERITLESS
A. THE FINAL COMPLETION DEADLINE
In the EPC Contract, the Parties agreed to a 400-day deadline for the construction of the Wind
Farm (Exhibit C-1).
The Parties had discussed this deadline extensively (Exhibit C-3). At first, AGB proposed 500
days, which was already quite ambitious (RWS-1, ¶ 7). Shortly after, TEPC asked AGB to
examine the possibility of shortening the deadline to 400 days. After careful consideration, AGB
accepted, but with important caveats. It clarified that, in order to make such a stringent deadline
possible, the allocation of responsibilities and risks had to be balanced (Exhibit C-3; RWS-1, ¶
8; RWS-1S, ¶ 5). In this way, TEPC assumed further obligations under the EPC Contract, such
43
as handling permits with local government authorities, and the EPC Contract included a broad
force majeure clause to protect AGB from external factors that could cause delays (Exhibit C-
1; RWS-1S, ¶ 6).
On that basis, the Parties initially agreed to a 400-day term for the construction of the Wind Farm.
However, due to factors beyond AGB’s control, the Parties later agreed, in good faith, to extend
this deadline (Exhibit R-1; Exhibit R-2).
i. Factors Beyond AGB’s Control Made It Impossible to Complete

Construction in the Initial Contractual Deadline
The construction of the Dorme Wind Farm faced various obstacles from the outset. The causes
for the delays can by summarized in five separate, but ultimately linked, events: (a) TEPC’s
refusal to accept a guarantee that was standard in the market; (b) a heavy rainy season that blocked
access to the construction site; (c) TEPC’s additional and untimely request to apply a new highly-
sophisticated coating to the turbines; (e) TEPC’s refusal to run the electrical commissioning as
scheduled; (d) TEPC’s failure to obtain the final environmental authorization on time. Each of
these events is briefly summarized below.
a) TEPC’s Refusal to Accept a Guarantee That Was Standard in the Market
The first delay was caused by TEPC’s failure to make the upfront payment on time. TEPC argues
that the guarantee provided by AGB was not in line with TEPC’s corporate standards or the
model included in the EPC Contract. However, the guarantee AGB provided was the market
standard (Exhibit C-14; RWS-1S, ¶ 8). Furthermore, the guarantee in Exhibit A of the EPC
Contract was merely a template to guide the Parties rather than a binding obligation to produce
an identical guarantee (Exhibit C-1, Annex A). In any event, the draft guarantee AGB submitted
to TEPC was not materially different from the template.
The EPC Contract was signed on 27 May 2018. One week later, AGB sent a draft guarantee to
TEPC for its approval (Exhibit C-6). TEPC spent the following days reviewing the two-page
guarantee and requesting adjustments (Exhibit C-6; Exhibit C-14). AGB acquiesced to all of
TEPC’s requests, and on 21 June 2018, close to a month after the EPC Contract was signed,
TEPC proceeded with the upfront payment (Exhibit R-6). Without the upfront payment, AGB
could not start construction on the Wind Farm. Hence, the 25 days that elapsed between the
execution of the EPC Contract and the upfront payment, can only be attributed to TEPC. AGB
should not bear this burden.
44
b) Heavy Rain Season From Late 2018 to Early 2019
During the winter of 2018 and the first months of 2019, a period of unusually heavy rainfall
affected southern Westerli, and mostly Dorme Province, where the Wind Farm was being
constructed (Exhibit R-15). This delayed the start of the excavations, which could not be
performed under such adverse weather conditions (Exhibit R-16; RWS-2, ¶ 12).
The transportation schedule for the turbines was affected most severely by the weather. Wind
turbines are large, heavy, and extremely difficult to transport. For this reason, their transportation
involves a great deal of logistical planning (RWS-2, ¶ 13). TEPC was fully aware of this and had
agreed to assist AGB throughout this process (RWS-2, ¶ 13). Normally, the transporter is granted
exclusive use of the highway leading to the site in order to avoid disrupting traffic or causing
accidents. In fact, the EPC Contract provided that the Owner was required to obtain the relevant
traffic authorizations to enable the safe transportation of the turbines and access to the site
(Exhibit C-1). Instead, TEPC constructed a dirt access road that lead directly from the main
highway to the construction site (Exhibit R-4; Exhibit R-5). As a contingency plan, AGB asked
TEPC to fulfil its obligations, and obtain the permits from the local traffic authorities to stop
traffic in case it was needed (Exhibit R-3). TEPC refused to do so, and insisted that the newly
constructed access road would be sufficient (Exhibit R-4). It was not.
The aforementioned heavy rains that affected Dorme Province flooded the road constructed by
TEPC and rendered it unusable. This made the transportation of the turbines and other essential
equipment to the site impossible (Exhibit R-5; Exhibit R-15). Inevitably, this caused further
delays and affected the construction schedule. This inconvenience could have been avoided if
TEPC had filed for a special traffic authorization or if TEPC had built a paved access road, as it
had promised to do. Instead, TEPC constructed dirt and gravel roads, which were useless until
March 2019 when the rains stopped.
AGB was concerned that this would heavily impact the construction schedule and make the final
completion deadline impossible to meet. For this reason, AGB notified TEPC of the
circumstances that were preventing the timely progress of construction (Exhibit R-1; Exhibit
R-16). Even so, AGB was confident that any issue would be settled, as the Parties had displayed
a collaborative and cooperative spirit from the beginning of negotiations and during the
construction of the Dorme Wind Farm thus far. Additionally, AGB felt adequately protected by
the strong force majeure clause included in the EPC Contract (Exhibit C-1).
45
c) TEPC’s Additional Request for a New Coating
Another obstacle that caused delays was TEPC’s untimely request to apply a rare and highly-
sophisticated coating to the turbines (Exhibit R-7).
Two months after construction had commenced, TEPC approached AGB with an unusual request
to apply a ground-breaking new coating, instead of the standard coating solution in the market
(Exhibit R-7). AGB was willing to comply with TEPC’s request and proceeded to source this
material (Exhibit R-10; RWS-1S, ¶ 9). After searching for the coating for several months, AGB
discovered that only one supplier, from Genovia, produced the coating through a patented
technology. AGB was left with no choice but to import this material (Exhibit R-18; Exhibit C-
18; RWS-1, ¶ 13).
Since sanctions had been imposed on Genovia, however, AGB had to apply for a special import
license in order to purchase and import the required coating to Westerli (Exhibit R-12; Exhibit
C-8; Exhibit C-17; Exhibit C-18; RWS-1, ¶ 14). The process was extremely lengthy and
complex, which resulted in further delays that the Parties could not have foreseen (RWS-1, ¶
15). Once again, neither TEPC’s request nor the lengthiness and complexity of the process could
have been avoided by AGB. Both of these factors were out of AGB’s control. Furthermore, when
AGB requested TEPC’s help with the special import license application—since, in spirit of
cooperation, TEPC had promised to assist on regulatory matters—TEPC refused to cooperate. It
unreasonably claimed that it supposedly did not bear the burden of processing import
applications. AGB should not be penalized on these grounds.
d) TEPC’s Refusal to Run the Electrical Commissioning on the Date Agreed by the Parties
After all of AGB’s efforts to move the project forward, despite the constant obstacles, TEPC
refused to run the electrical commissioning as scheduled. TEPC argued that an electrical
problem—specifically that the transformers were not able to evacuate power without
overheating—did not allow them to run the test (Exhibit C-7).
This minor issue was no obstacle to the timely performance of the electrical commissioning
(Exhibit R-19). AGB could have worked in tandem with TEPC’s team to resolve this problem
while running the electrical commissioning. Despite AGB’s efforts, TEPC insisted that the
electrical commissioning be rescheduled. Notwithstanding AGB’s clarification and request not
to reschedule, TEPC made the business decision to delay the commissioning, citing a best
practices handbook that the Parties had never discussed, let alone had any binding effect (Exhibit
C-7; RWS-2, ¶ 17; RWS-2S, ¶ 4). The time that elapsed between the originally scheduled date
for the electrical commissioning and the actual date of performance of the electrical
46
commissioning cannot be attributed to AGB, let alone constitute a basis for application of the
penalty.
e) TEPC’s Delays in Obtaining the Final Environmental Authorization
Under the EPC Contract, TEPC was in charge of applying for permits and authorizations issued
by governmental authorities (Exhibit C-1). The most important permit was the environmental
authorization. Without it, the Wind Farm could not start operations or be connected to the local
grid.
TEPC filed for the authorization on 30 April 2018 (Exhibit C-5). A month later, the Ministry of
Environmental Protection issued a temporary permit that allowed construction to commence
(Exhibit C-5). However, this was insufficient to operate the Wind Farm. In May 2019, the
Ministry of Environmental Protection informed that the permit would be issued shortly (Exhibit
C-12). Nevertheless, due to circumstances beyond AGB’s knowledge, the permit was issued a
year later, on 12 June 2020 (Exhibit C-5). This is almost a year past the final completion date,
which was originally set on 1 July 2019.
Consequently, even if any of the events summarized above had not taken place, the contractual
deadline would not have been met because TEPC failed to obtain the environmental authorization
on time. This was a risk contractually allocated to TEPC, not AGB (Exhibit C-1). In any event,
AGB was in constant contact with TEPC regarding the permit status, since AGB’s works were
dependent on the issuance of this permit (Exhibit R-3). TEPC cannot penalize AGB for any
delays prior to 12 June 2020, since the Wind Farm could not start operations before that date. In
other words, even if the other delays had not occurred and AGB had completed construction on
1 July 2019, TEPC would have been unable to operate it anyway.
ii. AGB Completed Construction of the Wind Farm Within the Extension Agreed
by the Parties
The negotiation and performance of the EPC Contract was characterized by open communication
between the Parties, both at a commercial level and between the managers. In this spirit, AGB
approached TEPC with concerns regarding the feasibility of the final completion deadline
(Exhibit R-1). The Parties discussed the issues that were causing delays at length and agreed, in
good faith, to extend the deadline (Exhibit R-2; RWS-1, ¶ 17). Thus, it was implied that clause
VI of the EPC Contract related to written addenda and change orders was waived.
Since the events causing delays were mostly beyond the Parties’ control, they did not fix a new
deadline, nor could they have (Exhibit R-2; RWS-1, ¶ 17). Rather, AGB expressed that it would
47
make its best efforts to finish construction as soon as possible and try to minimize the impact of
the delays. This is exactly what AGB did.
B. AGB FULLY COMPLIED WITH THE CONTRACTUAL SPECIFICATIONS FOR THE DESIGN AND
CONSTRUCTION OF THE WIND FARM
The EPC Contract did not contemplate as a design specification that one blade on each turbine
had to be painted black (Exhibit C-1). The only mention the Parties ever made of this feature
was to include a reference to it in Exhibit B of the EPC Contract, stating that this approach would
be taken only if it were advisable (Exhibit C-1, Annex B).
Once construction was well under way, TEPC inquired about the possibility of painting one blade
black, as a way to show the Ministry of Environmental Protection that it was taking steps towards
the protection of the local bird populations (Exhibit C-24). However, the benefits of that
approach are questionable (Exhibit R-8). Indeed, it cannot be advisable to incur in extra work
and costs for a feature that will not guarantee successful results. Moreover, it could create
opposition to the project among local communities as black blades more prominently disrupt the
natural landscape (Exhibit R-8).
The Parties discussed whether this was advisable or not, and ultimately agreed that it was not
(RWS-1, ¶ 24). This is evidenced by the fact that TEPC accepted possession of the Wind Farm
and granted the final completion certificate (Exhibit C-2). Had TEPC really expected that one
blade on each turbine had to be painted black, they would not have issued the certificate, since
this feature was readily observable. AGB first learned of this claim when TEPC initiated this
arbitration. Furthermore, the fact that the certificate included a reservation of rights is irrelevant,
since this reservation does not apply to open and obvious defects. If it did, this would undermine
the very purpose of issuing a final certificate.
C. AGB IS NOT RESPONSIBLE FOR DAMAGES STEMMING FROM A REDUCED FEED-IN TARIFF
TEPC also claims that AGB is responsible for the lost profits suffered as a result of the reduction
in the FIT (Notice of Arbitration, ¶ 26). This is false.
AGB is not responsible for changes to the FIT policy, which are governed by the Government of
Westerli. Additionally, while both Parties agreed to an extension to complete the project, the
delay was largely caused by TEPC. Therefore, reduced revenues resulting from the change in the
FIT in January 2020, from USD 200 per megawatt-hour to USD 150 per megawatt-hour, are not
AGB’s responsibility (Exhibit C10).
48
IV. AGB’s COUNTERCLAIM
According to the EPC Contract, the payment price is adjusted based on a weighted average
between an international inflation index and a local inflation index (Exhibit C1; RER-1, ¶¶ 34-
35). However, the formula displayed in the EPC Contract is incorrectly listed and implies a
decrease in the payment to AGB when the costs incurred increase by inflation between the date
of the contract and the date of the payment (Exhibit C1; RER-1, ¶¶ 36-38). The incorrect
application of the price adjustment formula caused AGB to receive insufficient payment for work
completed (RER-1, ¶¶ 38-39; RER-2, ¶¶ 26-28).
Moreover, as mentioned in Section III above, TEPC demanded that AGB apply a novel high-
performance coating to the turbines (Exhibit R-7). Reasonably, AGB had factored in its budget
a standard, yet effective, coating solution (RWS-1, ¶ 12). TEPC insisted that AGB apply a
recently-developed coating that allegedly protects turbines from erosion caused by airborne
particulates, naturally-occurring chemical erosion, and ice accretion (RWS-2, ¶¶ 14-15).
Although AGB explained that it did not consider this coating vital to the adequate performance
of the Wind Farm, it nevertheless complied with TEPC’s request. Logically, this resulted in
additional work and costs, which was clearly communicated to TEPC (Exhibit R-9; Exhibit R-
10; RWS-1, ¶ 7). To this day, TEPC has refused to pay for the coating solution and work related
to its application.
Additionally, AGB incurred a year’s worth of indirect costs associated with the delay in the
construction of Wind Farm. The extra year of work implied additional salaries, equipment rental,
and vehicle rental. Given that the EPC Contract did not include an adjustment for costs derived
from delays in the contractual schedules, AGB must be compensated by TEPC.
AGB is not responsible for the delay or the requested work beyond the scope of the EPC Contract,
and as such, AGB does not owe TEPC damages. TEPC is not entitled to the contractual bank
guarantee it fully executed on 13 July 2020. AGB must be reimbursed for the full value of the
guarantee of USD 100 million, updated at the risk-free rate.
49
Table 1 below summarizes total damages to AGB as of 19 May 2021.
Table 1 Damages Summary
US$ Millions
Payments Adjusted Incorrectly by TEPC $86.9
Cost Related to Special Materials Requested by TEPC $0.3
Cost Related to Additional Construction Time $8.2
Plus Guarantee $100.5
Total Damages as of May 19, 2021 $196.0
Source: Faraday Updated Model (FF-03).
V. AGB IS NOT LIABLE FOR ANY DAMAGES
TEPC claims that AGB breached the terms of the EPC Contract, resulting in damages suffered
by TEPC. According to TEPC, the damages arise from additional costs incurred to complete the
Wind Farm, a one-year delay in the start of the project, and a lower FIT rate.
As explained in more detail above, TEPC’s claims are baseless and should be dismissed by the
Tribunal (Section III). In any case, TEPC’s claims are inadmissible and incorrectly valuated by
TEPC’s expert.
First, the EPC Contract limits liability to USD 250 million or 100% of the Base Price, and delay-
related liabilities to USD 37.5 million or 15% of the Base Price (Exhibit C-1; RER-1, ¶ 30).
TEPC’s claims in the instant proceedings exceed such limits, in clear contradiction of the will of
the Parties as reflected in the EPC Contract (CER-2, ¶ 6).
Second, the Parties agreed to a fixed daily penalty in case of delays in meeting the Final
Completion Date (Exhibit C1). Not only did TEPC incorrectly apply such penalties to AGB and
deduct them from the contractual guarantee, but it is also now claiming additional damages for
the delays (CER-1, ¶¶ 3, 19-22; CER-2, ¶¶ 6, 14-20). The Parties assigned a fixed value to any
delay in section XIII of the EPC Contract (Exhibit C1). Consequently, any additional claim on
the same grounds is inadmissible.
Finally, as thoroughly explained in Respondent’s expert reports, TEPC’s assessment of its

alleged damages is incorrect. Namely, TEPC’s expert applies an outdated exchange rate, ignores
the agreed extension of the deadline, as well as TEPC’s role in any delay, and incorrectly
calculates the discount rate (RER-2, ¶¶ 9-11, 22-24).
VI. CONCLUSION
For the reasons briefly set out above, AGB should not be held liable for delays as the Wind Farm
was delivered according to the agreed specifications.
50
AGB is also entitled to relief for the additional works performed as well as a reimbursement of
the guarantee.
Respondent reiterates the relief sought in its Response to the Notice of Arbitration and in its
Statement of Defense and Counterclaim.
***
Respondent remains at the Tribunal’s disposal if it can be of further assistance.
Respectfully submitted on behalf of Respondent:
Missandra Narth
Missandra Narth
Narth Advocats
51
Narth Advocats
PCA CASE NO. 2020-60
RESPONDENT
CONSOLIDATED LIST OF EXHIBITS
Number Document name Filed

R-1 Emails between the Parties stating that Response to Notice of
original deadline was not feasible Arbitration
R-2 Emails between the Parties discussing Response to Notice of
new deadlines Arbitration
R-3 Emails from Owner inquiring re permit Response to Notice of
status Arbitration
R-4 Vague responses form Owner re permit Response to Notice of
status Arbitration
R-5 Pictures showing lack of roads or roads Response to Notice of
in bad conditions Arbitration
R-6 Proof of upfront payment Response to Notice of
Arbitration
R-7 Emails from Owner requesting special Response to Notice of
quality materials from abroad Arbitration
R-8 Emails between the Parties stating that Response to Notice of
black blades were optional Arbitration
R-9 Invoices of material for additional work Response to Notice of
Arbitration
R-10 Emails showing that coating would Response to Notice of
require additional costs Arbitration
R-11 Final guarantee issued by Sunspear Response to Notice of
Bank Arbitration
R-12 Import regulation stating restrictions Response to Notice of
Arbitration
R-13 Invoices Statement of Defense
R-14 Correspondence protesting penalties Statement of Defense
R-15 Weather reports showing rainstorms on Statement of Defense
several dates
R-16 Emails from Contractor informing bad Statement of Defense
weather
R-17 Emails from Owner accepting bad Statement of Defense
weather
R-18 Official technical specifications of Statement of Defense
coating material
R-19 Emails indicating that the electric system Statement of Defense
was under control
R-20 Owner’s emails saying that everything Statement of Defense
was ready for the tests
R-21 Industry report showing that special Statement of Defense
coating is not needed
R-22 Surrey Wind Farm EPC Contract Statement of Defense
R-23 Emails regarding indirect costs Statement of Defense
52
Narth Advocats
R-24 Sunspear Bank Model Statement of Defense

R-25 Article regarding painted blades Statement of Defense
R-26 Import License Receipt Statement of Defense
R-27 Indirect costs estimate Statement of Defense
R-28 CV Claimant´s expert - Eckert Statement of Defense
RWS-1 Witness Statement of Taylor Joule Statement of Defense
RWS-2 Witness Statement of Ali Watts Statement of Defense
RER-1 Expert Report of Fran Faraday (Apollo Statement of Defense
Economics)
FF-01 CV Fran Faraday Statement of Defense
FF-02 Damages model Statement of Defense
RWS-1S Supplemental Witness Statement of Statement of Rejoinder
Taylor Joule
RWS-2S Supplement Witness Statement of Ali Statement of Rejoinder
Watts
RER-2 Updated Expert of Fran Faraday (Apollo Statement of Rejoinder
Economics)
FF-03 Updated Damages Model Statement of Rejoinder
FF-04 AGB Income Statement Statement of Rejoinder
53
EXHIBIT C-1
__________________________________________________________
DORME WIND FARM

ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT
__________________________________________________________
- between –
- and -
THOMAS EDISON POWER CORPORATION
27 May 2018
54
Dorme Wind Farm Engineering, Procurement, and Construction Agreement
between AGB Construction Enterprises
and Thomas Edison Power Corporation
TABLE OF CONTENTS
[Abridged]
I. Definitions ................................................................................................................................... 3
II. Completion Date.......................................................................................................................... 4
III. Documents ................................................................................................................................... 5
IV. Scope of work.............................................................................................................................. 5
V. Authorizations and Permits ......................................................................................................... 6
VI. Addenda and Change Orders ....................................................................................................... 7
VII. Capacity ....................................................................................................................................... 7
VIII. Guarantees ................................................................................................................................... 8
IX. Price Adjustment ......................................................................................................................... 8
X. Limitation of Contractor's Liability ............................................................................................. 9
XI. Force Majeure.............................................................................................................................. 9
XII. Penalties ...................................................................................................................................... 9
XIII. Dispute Resolution .................................................................................................................... 10
XIV. Applicable Law ......................................................................................................................... 10
XV. Cooperation ............................................................................................................................... 10
55
WHEREAS this Engineering, Procurement and Construction Agreement (the “Agreement” or “EPC”)
is made and dated as of 27 May 2018 between AGB Construction Enterprises (the “Contractor” or
“AGB”), and Thomas Edison Power Company (the “Owner” or “TEPC”). The Owner and Contractor
may each be referred to individually as a “Party”, and together they may be referred to as the “Parties”.
WHEREAS Contractor, having a business address at 1825 Drogor Avenue, Pentis City, Esstos, is a
corporation duly incorporated, validly existing and in good standing under the laws of the Esstos, and
has all requisite power and authority to enter into and perform this Agreement.
WHEREAS Owner, having a business address at 1992 Mardell Avenue, Dorme City, Westerli is a
corporation duly incorporated, validly existing and in good standing under the laws of Westerli, and has
all requisite power and authority to enter into and perform this Agreement.
WHEREAS Owner desires to construct and operate a wind farm with a capacity of 250MW in Dorme
Province (the “Facility”) and Contractor is willing to perform design, engineering, and construction
work to bring the Facility to commercial operation. Owner will operate the Facility commercially.
WHEREAS Owner wishes that Contractor performs on behalf of Owner the duties to act as general
contractor for the design, construction, performance of startup of the Facility, and development of the
operation manual(s) for the Facility upon the terms and conditions set forth in this Agreement.
WHEREAS the Project requires obtaining environmental permits and filing various environmental
impact reports and eventual transportation permits from the relevant Westerli agencies (the “Permits”).
NOW, therefore, in consideration of the promises and the mutual covenants and agreements hereinafter
set forth, the Parties agree as follows.
I. Definitions
Acceptance Tests means the electrical commissioning or other inspections or test to be performed by
the Owner before accepting the Works performed by the Contractor.
Addenda are changes to the Work before construction begins.
Authorization means any authorization, approval, license, concession, permit, registry, requirement,
decision, resolution, order, decree publication or notification of any Governmental Authority.
Base Price means USD 250,000,000, before adjustments in the Price Adjustment clause.
56
Change Orders are changes to the Work after construction begins.
Contract Price means the total price Owner shall pay Contractor for the Dorme Wind Farm, which
amounts to USD 250,000,000 to be paid in five installments of 20% each, including the Upfront Payment
and four quarterly payments as adjusted by the Price Adjustment clause.
Cost-saving Measure means any improvement, repair, or alteration of any equipment, fixture, or
furnishing to be constructed or installed in the Facility that is designed to reduce energy consumption
and operating costs or to increase the operating efficiency of the Facility.
Environmental Authorization means any Authorization related to environmental or social aspects to

be issued by the competent Governmental Authority of Dorme Province or Westerli required by the
applicable law for the construction and/or operation of the Wind Farm.
Facility means the Dorme Wind Farm to be constructed under this Agreement.
Final Completion Date is 400 days after the execution of this Agreement.
Gross Production Deficiency means a failure of the Facility to reach 80% of the agreed production
levels.
Governmental Authority means any office, section, dependency of the central government of Westerli
or the local government of Dorme Province.
Promised Capacity is 250 MW.
Upfront Payment means the first payment representing twenty percent (20%) of the Base Price made
to the Contractor by the Owner as a condition precedent to start the construction of the Dorme Wind
Farm.
Work is the tasks that Contractor shall undertake pursuant to this Agreement.
II. Completion Date
2.1. Unless earlier terminated pursuant to its terms, this Agreement shall be deemed to be completed
when both of the following have taken place: (a) the Final Completion Date has occurred, and (b)
Owner has paid the Contract Price in full. Nothing in this Agreement shall be deemed to limit the
applicable statute of limitations period within which any Party may bring a claim for breach of
this Agreement.
57
2.2. In the event that the Facility has not been finished by the Final Completion Date, Contractor shall
pay Owner liquidated damages calculated as follows: 0.1% per each day beyond the Final
Completion Date. In any case, the penalty shall not exceed 15% of the total Contract Price.
2.3. The penalty provided in clause 2.2 above, shall not be applicable if the cause of the delays is
attributable to the Owner or if a Force Majeure event occurred in accordance with Section IX.
2.4. In case the Contractor or Owner foresee that the Final Completion Date will not be successfully
achieved, the Parties shall communicate in writing the event causing delays to the other Party
within the first 48 hours of its occurrence.
2.5. In order to apply the penalties of clause 2.1, the Owner shall notify the Contractor of any delays
related to this Contract by filling a formal written complaint signed by its representatives via e-
mail and letter to the contractual address of the Contractor.
III. Documents
3.1. The documents that form part of the present Contract are, in order of precedence:
a) Contract
b) Exhibits
c) Tender Documents
d) Offer
IV. Scope of work
4.1. Contractor shall provide or perform the Work or cause the Work to be provided or performed, in
accordance with the terms of this Agreement. Without limiting the foregoing, the Work shall
include conducting, performing, providing or procuring when and as necessary to permit progress
of the Work to proceed in accordance with the Project Schedule;
4.2. All design and engineering activities and services necessary to conduct the Work and complete
the Facility in accordance with this Agreement (including, without limitation, design of Wind
Turbines such as color of blades and turbines, and design specifications from Governmental
Authorities and industry standards);
4.3. All construction activities and services necessary to conduct the Work and complete the Facility
in accordance with this Agreement (including site preparation, excavation and grading and proper
58
disposal of all excavated materials if and as required in connection with the performance of the
Work);
4.4. All work forces necessary to conduct the Work and complete the Facility in accordance with this
Agreement (including all skilled and unskilled labor, supervisory, quality assurance and support
service personnel);
4.5. All other activities, services and items, whether or not specifically described above, or elsewhere
in this Agreement, if such performance, provision or procurement is necessary for a complete and
operable Facility; provided, that Contractor shall not be responsible for performing, providing or
procuring those activities, services and items for which Owner bear express responsibility;
4.6. All design, engineering, materials, work forces needed to perform the Acceptance Tests; and
4.7. All activity necessary to enable Contractor to achieve full operation of the Facility.
V. Authorizations and Permits
5.1. The Owner shall obtain all the Governmental Authorizations required for the performance of the
Work. The Owner hereby declares that it will employ its best efforts to obtain the Authorizations
and Permits.
5.2. Regardless of the Authorizations and Permits that may become necessary during the course of the
Works, the Owner is obliged to obtain:
(i) the Environmental Authorizations before the Final Completion Date. The Owner shall
provide evidence to the Contractor that it has started the process to obtain the
Environmental Authorizations; and
(ii) Street opening Permits, special traffic Authorizations or other equivalent access to the Site,
on time for the Contractor to transport the materials and equipment to the Site, in
conformity with the schedule contained in Exhibit D [not reproduced].
5.3. The Contactor shall provide the Owner without delays, all necessary documentation and
documents that the Owner reasonably requests to obtain the Authorizations and Permits.
5.4. Except for the Governmental Authorizations, Contractor shall be required to obtain all other
Authorizations (e.g., import and export permits, plumbing permits, etc.) required for the
performance of the Work.
59
VI. Addenda and Change Orders
6.1. Any Party may request an Addendum or Change Order in writing. Approval or rejection of
Addenda and Change Orders that increase or decrease the Cost of the Work or change in schedule
that could have the effect of delaying the Final Completion Date must be approved by Owner and
Contractor prior to execution of such Addenda or Change Order; and Addenda and Change Orders
that increase or decrease the Cost of the Work shall be approved or rejected in accordance with
the procedures set forth in this section.
6.2. Process. Any of the Parties may request in writing an Addendum or a Change Order consisting
of additions to, deletions from, or other revisions to the Work, provided that such changes are
within the general scope of the Work. All requests for Addenda or Change Orders by an Owner
shall be submitted to Contractor. All requests for Addenda or Change Orders by Contractor shall
be submitted to Owner.
6.3. Addenda and Change Orders Required by Acts of Governmental Authorities. If any action
of any Governmental Authority requires an Addendum or a Change Order that increases or
decreases the Cost of the Work the Owner shall be responsible for any incremental Cost of the
Work.
6.4. Addenda and Change Orders Requested by Contractor. If Contractor requests an Addendum
or a Change Order that is approved by the Owner, then Owner and Contractor shall share equally
any increase or decrease in the Cost of the Work resulting from such Addendum or Change Order.
6.5. Addenda and Change Orders Resulting from Errors or Omissions of Contractor. Owner
shall not be responsible for any increased Cost of the Work resulting from Addenda and Change
Orders that are necessary because of errors of Contractor and/or its Subcontractors in coordinating
the design, technology, scheduling or construction of the Facility.
6.6. All Addenda and Change Orders shall be binding only if in writing and signed by duly authorized
representatives of both Parties, unless the Addenda or Change Order does not, cumulatively, delay
the Final Completion Date and increases or decreases the Contract Price in less than 1.5% of the
Contract Price.
VII. Capacity
7.1. The total capacity of the Facility shall be of 250 MW. The Facility shall be composed of 125 wind
turbines of 2 MW each.
60
7.2. By the Final Completion Date, the Facility should be able to produce between 750,000 MWh and
875,000 MWh (between 6,000,000 kWh and 7,000,000 kWh per Wind Turbine per year).
7.3. Contractor shall apply optimization strategies and state of the art technology to strive for each
Wind Turbine to work at the agreed capacity, taking into consideration all relevant factors, e.g.,
tower height, mixing turbines of different generating capacities, environmental conditions of the
Site and the best practices of the industry.
7.4. At the end of Acceptance Tests, the Facility should have demonstrated the capability to produce
the agreed production levels. Contractor hereby guarantees that the Facility shall perform at not
less than 35% of the Promised Capacity by the end of the Acceptance Test.
VIII. Guarantees
8.1. Contractor Guarantee. As a condition precedent for the Upfront Payment, the Contractor shall
obtain and deliver a First Demand Guarantee of performance for the obligations of Contractor in
an amount corresponding to USD 100,000,000. The obligations of Owner are expressly
conditioned upon the receipt of such Guarantee.
8.2. The Contractor Guarantee shall comply with market standards and be provided by a first line
financial institution. A model guarantee is provided in Exhibit A.
IX. Price Adjustment
9.1. The Contract Price is subject to the adjustments permitted by this clause.
9.2. The Base Price shall be multiplied by, 60% of the change in Esstos CPI plus 40% of the change
in Westerli CPI, in accordance with the following applicable monthly formula:
𝐸𝐸𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡 𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡

𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 = 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵 𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 × �60% × � + �40% × �
𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸 𝐶𝐶𝐶𝐶𝐶𝐶𝑏𝑏𝑏𝑏𝑏𝑏𝑏𝑏 𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊 𝐶𝐶𝐶𝐶𝐶𝐶𝑏𝑏𝑏𝑏𝑏𝑏𝑏𝑏
Where:
“Base Price” means USD 250,000,000.
“Esstos CPI t” means Esstos Consumer Price Index for All Urban Consumers as published by the
Steel Bank of Esstos at the time of payment.
“Esstos CPI base” means Esstos Consumer Price Index for All Urban Consumers as published by
the Steel Bank of Esstos as of June 2018.
61
“Westerli CPI t” means Westerli Consumer Price Index for All City-Dwellers as published by the
Golden Lion Bank of Westerli at the time of payment.
“Westerli CPI base” means Westerli Consumer Price Index for All City-Dwellers as published by
the Golden Lion Bank of Westerli as of June 2018.
X. Limitation of Contractor's Liability
10.1. The Contractor's liability to the Owner for any breach of the terms of the Contract is limited to an
amount corresponding to one hundred per cent (100%) of the Base Price.
XI. Force Majeure
11.1. Notice of Occurrence. Any Party claiming that a Force Majeure condition has arisen shall
immediately notify the other Party of the same, shall act diligently to overcome, remove and/or
mitigate the effects of the event of Force Majeure, shall notify the other Party on a continuing
basis of its efforts to overcome, remove and/or mitigate the event of Force Majeure and shall
notify the other Party immediately when said condition has ceased.
11.2. Notice of Impact. In addition to its obligations outlined above, if Contractor claims there is a
Force Majeure condition, Contractor shall (i) promptly notify Owner, in writing of the nature,
cause and cost of such Force Majeure condition, (ii) state whether and to what extent the condition
will delay any deadline herein contained, (iii) state the date and time the Force Majeure condition
commenced; and (iv) state whether Contractor recommends that Owner initiate a Change Order.
11.3. Effect of Force Majeure. No failure or delay in performance under this Agreement shall be
deemed to be a breach hereof to the extent such failure or delay is occasioned by or due to Force
Majeure. With respect to delay in performance, a Force Majeure condition shall excuse such delay
in performance on a day for day basis for a period of time equal to the duration of the Force
Majeure condition or the period needed to remedy its effects, to the extent that such Force Majeure
condition causes a delay in the Work.
XII. Penalties
12.1. Irrespective of the fines and penalties imposed by the applicable law, the Owner may apply
penalties to the Contractor in the following scenarios and in the following amounts:
i. 0.1% of the Contract Price per day after the Final Completion Date, if such deadline is not
met, in accordance with clause 2.1;
62
ii. The Penalties for delay in completion shall not exceed in the aggregate fifteen percent (15%)
of the Base Price.
12.2. If possible, penalties may be deducted by the Owner from the guarantee provided by the
Contractor.
XIII. Dispute Resolution
13.1. Any dispute, controversy or claim arising out of or relating to this contract, or the breach,
termination or invalidity thereof, shall be settled by arbitration in accordance with the PCA
Arbitration Rules 2012.
13.2. The number of arbitrators shall be three. The language to be used in the arbitral proceedings shall
be English. The place of arbitration shall be Qorth, Dothria. Hearings shall, in principle, be held
at the PCA’s facilities in the San Martín Palace in Buenos Aires, unless otherwise decided by the
arbitral tribunal in consultation with the parties.
XIV. Applicable Law
14.1. This Agreement shall be construed in accordance with and governed exclusively by the
UNIDROIT Principles.
XV. Cooperation
15.1. The Parties agree to use their good faith efforts to cooperate with each other to keep the project
on schedule, avoid unnecessary delays, and control costs.
63
EXHIBIT A: FORM OF FIRST DEMAND GUARANTEE
[Date]
Attn: ______________
Fax: __________________ “Beneficiary”
[Name of Contractor]
[Address of Contractor]
“Principal”
Reference: Our Guarantee No. ……………….
For ………………………………...
Dear Sirs and Madams:
At the request of [name of the Contractor], we, as Guarantor, hereby undertake to pay to you, the
Beneficiary, or your accredited representative on first written demand the sum of [currency][amount in
words and figures] or such lesser sum of money as you may by such written demand require to be paid
accompanied by your written statement that the Principal identified above is in breach of its obligations
under the contract identified in paragraph 2, without the need to specify the respect in which the Principal
is in breach. Such statement shall be conclusive evidence of your entitlement to payment in the amount
demanded, up to the amount of this Guarantee. The amount of this guarantee is [currency][amount in
words and figures].
The aforementioned guaranteed sum of [currency][amount in words and figures] shall be paid
within [term] from the date of written demand.
The Beneficiary and the Principal have entered into a contract [insert contract number], dated
[date], for the engineering, procurement and construction of a Wind Farm with a capacity of 250MW in
Dorme Province (the “Contract”).
This Guarantee shall remain valid until [insert date that is between 60 and 180 days after the end
of the Initial Term of the Contract] or [insert date that is between 60 and 180 days after the end of the
Extended Term of the Contract, if any]. It is understood that written demand for payment under this
Guarantee must be received by the Issuer not later than the expiration of this Guarantee.
This Guarantee is governed by the laws of Westerli.
Any dispute, controversy or claim arising out of or relating to this contract, or the breach,
termination or invalidity thereof, shall be settled by arbitration in accordance with the PCA Arbitration
Rules 2012.
For and on behalf of [name of issuer bank] / Name, Title
64
EXHIBIT B: DESIGN SPECIFICATIONS
Figure 1 1
1
If advisable, at least one blade shall be painted black.
65
EXHIBIT C-2
1825 Drogor Avenue
Pentis City, Esstos
CERTIFICATE OF COMPLETION
In accordance with the Engineering, Procurement, and Construction Contract, dated 27 May 2018, by
and between AGB Construction Enterprises (hereinafter, “AGB”) and Thomas Edison Power
Corporation (hereinafter, “TEPC”), for the construction of the Wind Farm in Dorme Province, Westerli
(hereinafter, “Dorme Wind Farm”), the undersigned, acting as authorized representative of TEPC,
hereby certifies that as of 1 July 2020, the construction of Dorme Wind Farm has been completed in
accordance with the plans and specifications therefor, and all costs and expenses incurred in the
construction of the Dorme Wind Farm have been paid, except costs and expenses for which payment is
not yet due or is being retained or contested by TEPC.
Notwithstanding the foregoing, this certification is given without prejudice to any rights against any
third party or AGB which exist on the date of this certificate or which may subsequently come into
being.
3 July 2020, Dorme City, Westerli
Tristan Toepler
Chief of Operations - TEPC
1992 Martell Avenue Tel.: 389-290-3982 info @tepc.com

Dorme City, Westerli Fax: 389-892-9001 www.tepc.com
66
EXHIBIT C-3
From: Taylor Joule [mailto:taylorjoule@agb.com]

Sent: 6 March 2018 12:31 PM
To: Alex Hertz <a.hertz@tepc.com>
Subject: RE: Dorme Wind Farm Deadlines
Dear Alex,
I had a very relaxing weekend, but it ended too soon! I hope you enjoyed yours as well.
We are used to working with tight schedules. In fact, we’ve agreed to even tighter schedules in the past
and we are committed to helping Dorme achieve its renewable energy goals.
As I’ve mentioned before, what concerns us are factors that may be outside of our control and for which
we may, in any case, be liable under the contract. This includes regulatory issues—an area in which
your local expertise would be very useful. In this regard, a flexible force majeure clause is important to
us.
Whenever we have agreed to ambitious deadlines in the past, the owner committed to providing
guidance on regulatory matters, or releasing us from liability from them altogether.
Whatever information you may provide us on the difficulty of obtaining these permits would be of great
help. Your assurances would allow us to feel comfortable with the tight turnaround time.
Thursday morning would work for me. I’ll send you the connection details shortly.
Best,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
From: Alex Hertz [mailto: a.hertz@tepc.com]

Sent: 5 March 2018 9:46 AM
To: Taylor Joule <Taylorjoule@agb.com>
Subject: Dorme Wind Farm Deadlines
Dear Taylor,
I hope you enjoyed the holiday weekend.
Following up on our call last Thursday, I am writing to finalize the deadline for the Final Completion
Date before moving forward with the closing of the Contract.
As previously discussed, considering our commitment with the Government of Westerli and the people
of Dorme to eliminate reliance on fossil fuels by 2025, we need to have the wind farm operational by
early 2020 at the latest.
67
EXHIBIT C-3
I realize this might be tight, but after extensive discussions with my team, we believe that the wind farm
can reasonably be completed within 400 days of signing the EPC.
I’m confident that this deadline is feasible in view of your expertise. Please let me know if there are any
contractual accommodations that will make this deadline work.
I’m available for a call all day this Tuesday or Thursday if you’d like to discuss.
Kind regards,
Alex
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
68
EXHIBIT C-4

Sent: 31 July 2019 2:32 PM
To: Taylor Joule <taylorjoule@agb.com>
CC: Tristan Toepler <t.toepler@tepc.com>; Ali Watts <aliwatts@agb.com>
Subject: Delays in Dorme Wind Farm
Dear Taylor,
I trust this e-mail finds you well.
We are now 30 days past the deadline.
Since the deadline expired, we have not received any updates on the status of the project or how
much longer we can expect for completion.
We were under the impression that, after our conversations about the deadline, AGB had made the
necessary adjustments to meet the contractual terms. The importance of the deadline has been
stressed to AGB at every opportunity.
Could you please send us a status report, including your estimated time of completion, by next week?
Sincerely,
Alex
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
69
EXHIBIT C-5
Mr. Tristan Toepler

1992 Mardell Avenue
Dorme City
Westerli
Ref: Final Environmental Permit Application #2654798

Operator: Thomas Edison Power Corporation (TEPC)
Facility: Dorme Wind Farm
12 June 2020
Dear Mr. Toepler,
We hereby inform you that your application for an environmental permit to operate a renewable energy
facility has been approved, and that you may begin your energy production activities in accordance with
the enclosed permit.
Please bear in mind that the permit may be withdrawn in case of any non-compliance with the applicable
environmental regulations.
Sincerely,
Aria Starr
Secretary
Environmental Agency for Renewable Energy
Ministry of Environmental Protection
70
EXHIBIT C-5
CERTIFICATE OF POWER GENERATION – WIND ENERGY

LAW 12012 – RENEWABLE ENERGY ACT
MINISTRY OF ENVIRONMENTAL PROTECTION
The Environmental Agency for Renewable Energy certifies that Dorme Wind Farm, located in
Dorme Province, Lot No. 305, owned by Thomas Edison Power Corporation (TEPC) complies
with every requirement set forth in Law 12012 regarding renewable energies in Westerli.
Consequently, the Dorme Wind Farm is authorized to produce wind energy in accordance with
the following specifications.
Authorization Details
Permit applicant: Tristan Toepler, on behalf of Thomas Edison Power Corporation (TEPC)
Owner: Thomas Edison Power Corporation (TEPC)
Constructor: AGB Construction Enterprises
Facility: Dorme Wind Farm
Permit granted to: Thomas Edison Power Corporation (TEPC)
Registration number: 58282
Date of registration: 30 April 2018
Date of temporary permit: 30 May 2018
Date of final approval: 12 June 2020
Expiry date of registration: 12 June 2028
Energy: Wind power
Authorized capacity: 250 MW
Aria Starr
Secretary – Environmental Agency for Renewable Energy
Ministry of Environmental Protection
71
EXHIBIT C-6
From: Taylor Joule [mailto: taylorjoule@agb.com]

Sent: 11 June 2018 9:51 AM
To: Alex Hertz < a.hertz@tepc.com >
Subject: RE: Guarantees for Drome Wind Farm
Dear Alex,
Please find attached the guarantee with the amendments requested. We look forward to receiving the
upfront payment!
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
________________________________________________________________________________

Sent: 6 June 2018 16:05 PM
Hi Taylor,
My impression is that the bank document does not entirely align with the template provided in Exhibit
A of the Contract.
I had our legal team review it and they have requested the following adjustments to align it with our
corporate standards:
- A term of 10 days for payment seems excessive, we propose a 7-day term instead.
- The guarantee should remain valid between 60 and 180 days after the end of the Initial Term
of the Contract. We also do not accept that the Guarantee may be terminated by a written
communication of AGB of full discharge.
- TEPC’s corporate practice is to include our standard PCA arbitration clause instead of
recourse to national courts.
With these amendments, we would be ready to sign-off on it.
If you have any questions, we can arrange a call or have our legal team contact yours.
Kind regards,
Alex
Alex Hertz
Commercial Manager
72
EXHIBIT C-6

1992 Mardell Avenue
Drome City
Westerli
________________________________________________________________________________

Sent: 4 June 2018 8:33 PM
To: Alex Hertz < a.hertz@tepc.com >
Dear Alex,
Please find attached the bank documents. I’ll be waiting for the final approval from your end to order
the bank to issue the guarantee.
Please bear in mind that in order to meet the upfront payment deadlines, I would need your ok, at the
latest, COB tomorrow.
Thanks!
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
________________________________________________________________________________
From: Alex Hertz [mailto: h.hertz@tepc.com]

Subject: Guarantees for Drome Wind Farm
Dear Taylor,
Hope all is well.
As you know, in order to proceed with the up-front payment, we need to receive an approved bank
guarantee in line with our corporate standards, such as the one shown in Annex to the Contract. Could
you please provide an update on the status of the guarantee?
73
EXHIBIT C-6
I am available to jump on a quick call if needed.
Best regards,
Alex
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Drome City
Westerli
74
EXHIBIT C-7
From: Ellis Sanders [mailto: e.sanders@tepc.com]

To: Kate Tulley <k.tulley @tepc.com>; Alex Hertz <a.hertz@tepc.com>; Tristan Toepler
<t.toepler@tepc.com>
Subject: Dorme Wind Farm Inspection
Hi Kate,
Thanks for the report. I’ve carefully studied your findings and, apart from the issue with the
transformer, everything seems to be running smoothly. Still, the safest approach would be to delay
the electrical commissioning until AGB figures out what is causing the overheating.
@Alex, could you please let the people at AGB know about this issue so we can schedule a new date
for the electrical commissioning? It might be useful to cite Chapter 13 of the Best Practices
Handbook, published by the Westerli Association of Electrical Engineers, which states that:
“The commissioning of a wind turbine or farm is a setoff activity performed to confirm that the wind
turbine has been correctly installed and is ready to produce energy. To perform the commissioning
the farm or turbine needs to be connected to the grid, this means the wind farm substation had to be
connected to the local grid.
The whole system has to work without failures for many hours generating power. Among other things,
before and during the commissioning, it is advised that the operator confirms that the main
transformer can evacuate correctly all the power without overheating or abnormal losses. The
commissioning should be delayed if not enough wind is available to perform the test.”
Although each national association has its own version of the Best Practices Handbook, these typically reflect
global industry standards.
Thanks to both.
Ellis Sanders
Head of Engineering

1992 Mardell Avenue
Dorme City
Westerli
_________________________________________________________________________________
From: Kate Tulley [mailto: k.tulley@tepc.com]

To: Ellis Sanders <e.sanders@tepc.com>; Alex Hertz <alex.hertz@tepc.com>; Tristan Toepler
<t.toepler@tepc.com>
Subject: Dorme Wind Farm Inspection
Dear Ellis,
Please find attached the report with our findings from the inspection of Dorme Wind Farm on 4 June
2020.
Although the electrical commissioning can be performed shortly, as outlined in the report, our concern
is that the main transformer cannot store and evacuate power without overheating. This may also
affect the efficiency of the connection to the gird and, eventually, have an impact on the farm’s levels
of production.
75
EXHIBIT C-7
With your approval we will move forward with electrical commissioning, unless you feel that this
should be fixed beforehand.
We await your confirmation.
Best,
Kate Tulley
Field Coordinator Manager

1992 Mardell Avenue
Dorme City
Westerli
76
EXHIBIT C-8
The Westerli Times https://www.westerlitimes.com/world/Lannis-

sanctions-Genovia.html
Westerli Expected to Impose Sanctions on

Genovia after Nuclear Disarmament Talks
Collapse
The Lannis administration is trying to fortify its campaign of maximum
pressure against Genovia over nuclear disarmament.
By P. Clegor and D. Sands
Published 3 September 2018 Updated 8 September 2018
Queen’s Landing, Westerli — The Lannis Remy Bolto, Minister of Finance, said the
administration is expected to impose Genovian government “uses the energy
sweeping economic sanctions against sector to fund the destabilizing activities”
Genovia as early as next month as tensions of militant groups in the region, adding
between Queen’s Landing and Genovia City that Genovian leaders continue “to
continue to escalate. prioritize its support for terrorist entities
and its nuclear program over the needs of
The Ministry of Finance is expected to the Genovian people.”
announce sanctions over Genovia’s
continuing efforts towards building its “A future president would have a tough
nuclear arsenal and for providing financial time lifting these sanctions given the
support to militant regional organizations inextricable link of the Genovian energy
considered terrorist groups by Westerli. sector to their nuclear program and State-
The sanctions will create a new obstacle sponsored terrorism,” said a spokesperson
should any future president seek to reopen for the Global Initiative to Abolish Nuclear
negotiations with Genovia. Weapons, a think tank whose analysis has
taken a hard stance against Genovia.
The Ministry of Finance will also penalize “International companies will have an
multiple front companies, subsidiaries and enormously difficult time investing in
executives affiliated with those Genovia’s energy sector or even buying
organizations, including Genovia’s energy natural gas or renewable energy
minister, Mia Thermopolis. Four people technologies from Genovia without
involved in selling Genovian natural gas to running afoul of these sanctions.”
the Targrayan government in Meermen
were also named. The most recent round of disarmament
discussions, which began in June, were
The sanctions against Ms. Thermopolis, a riddled with bureaucratic hang-ups and
centrist and career technocrat, follow months-long debates over minor issues.
Queen’s Landing’s strategy of pressuring They finally broke down completely last
high-level officials from across Genovia’s week when intelligence officials confirmed
political factions. In 2017, Queen’s Landing the veracity of a whistleblower report that
imposed sanctions on Foreign Minister, the National Security Agency of Genovia
Clarice Renaldi. had tapped President Lannis’s phone as
part of a large-scale Genovian surveillance
program.
77
EXHIBIT C-9
TAKEN 15-JULY-2020
PICTURE A
This photograph shows that the turbines are missing the

black blades, which are essential for avoiding avian
fatalities.
78
EXHIBIT C-10
THE WESTERLI FEDERAL REGISTER

AGENCY RULEMAKING JOURNAL OF THE GOVERNMENT OF WESTERLI
AGENCY:
Environmental Agency for Renewable Energy
ACTION:
Resolution.
SUMMARY:
This resolution is promulgated under the Westerli Green Energy Act of 2015.
DATE:
31 December 2019.
RESOLUTION:
WHEREAS, according to § 4280.117 of the Preferential Feed-in Tariff Scheme
(a) Operators of renewable energy projects in Dorme Province that achieve commercial
operations early shall be locked in to a preferential feed-in tariff (hereinafter “FIT”)
rate for the duration of their project’s life.
(b) For the first 4 GW in operation, the FIT rate shall be USD 200 MWh.
(c) For the next 2GW, the FIT rate shall be USD 150 MWh.
(d) The Agency will determine after the first 6 GW whether or not to extend the
preferential FIT rates to other Operators, and under which conditions.
(e) The Agency reserves the right to reasonably modify this scheme at any time.
WHEREAS, on 30 December 2019, Dorme Province reached an overall installed capacity of

4 GW.
NOW, THEREFORE, in consideration of the foregoing, the Environmental Agency for
Renewable Energy hereby adopt the following resolution:
Section 1. As from 1 January 2020, the tariff mentioned in § 4280.117 (c) shall apply to
Operators of renewable energy projects in the Westerli that achieve commercial Operations
before the next 2 GW.
[…]
79
EXHIBIT C-11
Dorme City, 13 July 2020
Mr. William Watts

1825 Drogor Avenue
Pentis City
Esstos
Ref: Dorme Wind Farm – Notification of application of penalty
Dear Sir,
This letter concerns the Engineering Procurement and Construction Agreement for the Dorme Wind
Farm executed by AGB Construction Enterprises (hereinafter, “AGB”) and Thomas Edison Power
Corporation (hereinafter, “TEPC”, and together with AGB, the “Parties”) dated 27 May 2018
(hereinafter, the “EPC” or “Agreement”).
Under the Agreement, section II provides that the deadline for completion of all construction works is
400 days after the execution of the Agreement, i.e. 1 July 2019. Considering AGB’s failure to comply
with said provision, pursuant to section XII of the Agreement, TEPC hereby notifies you of the
application of the penalties provided therein.
The penalty amounts to USD 37,500,000. In application of clause 12.1of the Agreement, TEPC has
decided to exercise its right to deduct the penalty from the guarantee provided by the AGB.
Sincerely,
Tristan Toepler
(Chief of Operations)
1992 Mardell Avenue Tel.: 389-290-3982 info @tepc.com

Dorme City, Westerli Fax: 389-892-9001 www.tepc.com
80
EXHIBIT C-12
From: Ministry of Environmental Protection [mailto: mep@ampere.gov]

Sent: 28 May 2019 9:27 AM
Subject: Permit Application #2654798
Dear Sir/Madam,
I am writing in regards to your inquiry about the status of your final environmental authorization,
registered with number #2654798.
Your application is in the final stages of the process and should be approved shortly, provided it
complies with all the legal requirements.
You will receive notice when the permit is approved.
Sincerely,
Stan Barathon
Ministry of Environmental Protection - Dorme Province Division
Westerli
28 Sunspear Street, Building B
+ 65 98 62 45
81
EXHIBIT C-13

Sent: 28 May 2019 6:51 PM
To: Taylor Joule <taylorjoule@agb.com>;
CC: Tristan Toepler <t.toepler@tepc.com>; Ali Watts <aliwatts@agb.com>
Subject: Dorme Wind Farm Permits
Dear Taylor,
Good news! I’m writing to update you on the status of the final environmental authorization.
We contacted the Ministry of Environmental Protection and, fortunately, they have confirmed that the
application is in the final stages of review and should be approved shortly (fingers crossed!).
However, as you know, Dorme is a very environmentally sensitive area, given its diverse wildlife,
including exotic bird species, such as peregrine falcons, golden eagles and approximately 12 other
species. Because of this, the application process for obtaining the final environmental authorization
has been particularly challenging. They have requested many additional filings and inspections to
the site. Thus, I wouldn’t be surprised if we still have a bit longer to wait.
I’ll keep you posted.

Have a good weekend,
Alex
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
82
EXHIBIT C-14
[DRAFT FOR CLIENT] - First Demand Bank Guarantee

WHEREAS
(i) AGB Construction Enterprises, with its place of business on 1825 Drogor
Avenue, Pentis City, Esstos (hereinafter, the “Client” or “AGB”), and the
Thomas Edison Power Corporation, with its place of business on 1992 Mardell
Avenue, Dorme City, Westerli (hereinafter, the “Owner” or “TEPC”), executed
a contract, regulating, inter alia, the engineering, procurement and
construction of a wind farm located in Dorme Province, Westerli (the “EPC
Contract”);
(ii) Pursuant to section VIII of the EPC Contract, as a condition precedent to the
upfront payment, the Client shall provide the Owner with an irrevocable, first-
demand and autonomous bank guarantee issued by a first-rate financial
institution as a guarantee for the full compliance with the obligations and
liabilities arising from it (the “Bank Guarantee”);
(iii) Upon request of the Client, we agreed to issue the Bank Guarantee in favor of
the Owner.
THEREFORE, we, the undersigned, Sunspear Bank, with registered offices at 2356 Wind
Road, Dorme Province, Westerli, validly represented for the purposes hereof by Ms.
Olivia Tydell, on the basis of notarial Power of Attorney of 3 December 2017 granted to
her by the Notary Public Ms. Brianna Tart (the “Guarantor”), hereby irrevocably and
unconditionally undertake to act as guarantor of the full, duly and punctual performance
of the obligations undertaken by the Client under the EPC Contract (the “Guaranteed
Obligations”) up to a total amount of USD 100,000,000 (the “Guaranteed Amount”).
Clause 1
Upon written request of TEPC declaring that the Contractor failed to fulfil the Guaranteed
Obligations, we shall then irrevocably and unconditionally undertake to pay to TEPC, no
later than the following ten (10) days, any amount specified in said request within the
Guaranteed Amount, without any limitation or condition in relation with the underlying
reasons.
Clause 2
This Bank Guarantee constitutes an independent, irrevocable and unconditional
undertaking of the Guarantor and the obligations of the Guarantor under this Bank
Guarantee are independent from any obligation.
Clause 3
This Bank Guarantee shall come into force on the date of its issuance as indicated below.
83
EXHIBIT C-14
Clause 4
This Bank Guarantee shall be fully valid and enforceable for the duration of the EPC
Contract but in any case, up to the date of receipt by the Guarantor of the original of this
Bank Guarantee accompanied by written notice from the Client, with the Owner in copy,
of full discharge thereof.
Clause 5
This Bank Guarantee may be enforced partially. In this case, it shall remain valid and
effective with regard to the residual amount until the above mentioned date.
Clause 6
This Bank Guarantee is governed by the laws of Westerli.
Clause 7
Any dispute arising out of, or in connection with, this Bank Guarantee shall be referred to
Dorme Provincial Courts, Westerli.
Clause 8
Any cost, tax, burden or charge related to the Bank Guarantee, except for costs deriving
from litigation, shall be for the sole account of the Contractor.
Date: [to be completed upon signing]
Place: Dorme Province, Westerli.
___________________________
Olivia Tydell– Sunspear Bank
84
EXHIBIT C-15
North
Main Road
Access (via Dorme Wind Farm
main road)
New alternative
access road
Entrance to
Dorme
Wind Farm
85
EXHIBIT C-16
DORME PROVINCE TOTAL

PRECIPITATION BY YEAR
HISTORICAL WEATHER SOCIETY
750 mm
500 mm
250 mm
0 mm
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
86
EXHIBIT C-17

Sent: 6 May 2019 4:26 PM
Subject: RE: Purchase Status - Dorme Wind Farm
Dear Alex,
Your understanding is correct—we had no choice but to order the coating from a Genovian company
called Techwind Solutions, since their coating is the only one that meets all of your specifications.
Because of the sanctions on Genovia, we first had to obtain a special license from the Office of Foreign
Assets Control, which I brought up to you last year. This has been a bureaucratic nightmare. However,
we expect to finally be granted the license in the coming days and will be ready to place the order
shortly.
Best,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos

Sent: 6 May 2019 3:14 PM
Subject: Purchase status - Dorme Wind Farm
Dear Taylor,
I am reaching out for an update on the purchase status of the coating from Genovia.
Based on our last call, it is my understanding that you had decided to import the de-icing coating after
all, but there was some uncertainty around the importation process due to the sanctions imposed on
Genovia.
It would be very useful if you could provide more details on this matter.
Best,
Alex
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
87
EXHIBIT C-18

Sent: 24 September 2019 9:46 AM
Subject: RE: Purchase status - Dorme Wind Farm
Dear Alex,
I am glad to inform you that the de-icing coating has finally arrived from Genovia!
As you know, due to the sanctions imposed on Genovia, which included import restrictions on
renewable energy technologies, we had to apply for a special import license. This was a very time-
consuming and costly process, so we are happy to have sorted it out.
The coating materials that other local companies offer did not meet the required standards for the
Dorme Wind Farm. So in any event, any delay that the import process might have caused was
necessary and unavoidable. Your greater knowledge of Westerli’s regulatory framework might have
saved us some time.
Best,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
88
EXHIBIT C-19
Golden Lion Chemical

MADE IN WESTERLI
89
EXHIBIT C-19
Wind Energy Protection

“The next generations of wind turbine blades will be protected with
Windres”
Windres®
Windres® is our patented liquid thermoplastic resin formula specifically

designed to protect against airborne particulates and corrosion on wind
turbines.
Windres® significantly extends the life of a wind turbine by preventing

particulates from entering and eroding the nacelle and enhancing the
performance and lifespan of the turbines.
Price: $ 950 / liter
90
EXHIBIT C-19
Contact
Phone Number
(531) 456-7890
Information Mailing Address

1789 Casterli Street,
Goldport, 11432
Westerli
Email Address
info@goldenlionchemical.com
91
EXHIBIT C-20
UNIVERSITY OF WESTERLI
JOURNAL OF RENEWABLE ENERGY
April, 2019
The End of the “Standard” Coating for Wind Turbines?

Prof. M. Qyberg
Professor and Researcher at University of Westerli
ABSTRACT:
The surge in the construction of modern wind farms is driven by the growing need to substitute traditional
energy sources with renewable energy. Solar and wind power generation, which were once considered
expensive, are now more cost-competitive than newly installed coal or gas plants. Furthermore, it is projected
that building new wind and solar farms will become even more cost-effective in the coming years.
The trend is that energy markets and global politics are aiming for dependable, clean, and inexpensive power.
Favorable policy structures and regulatory frameworks implemented by governments in various countries to
promote renewable energy generation are also expected to propel market growth globally.
In this context, the energy community is constantly looking for new ways to improve efficiency of energy
plants and tackle the particular needs of operators in the market. One of the most salient innovations in the
industry has been the implementation of coating solutions, specifically for wind farms. These solutions seek
to improve the performance of the wind turbines and avoid downtime caused by damage and repairs.
A recent case study conducted by the University of Westerli focused on this issue, and examined the specific
needs of offshore and onshore farms located in freezing climates or exposed to high salinity due to their
proximity to the ocean. The study concluded that standard coatings, although useful, do not provide enough
protection in these cases.
The main concern is the blades, which are constantly exposed to the elements and moving through the air.
Coatings are required because pitting can roughen the surfaces enough to create unstable harmonics, lowering
a turbine’s efficiency and increasing maintenance and repair costs. A standard coating may help to prevent
erosion, but it will not avoid ice from accumulating on the surface of the blades or prevent high salinity
environments from increasing the corrosion rate of the blades.
With that specific purpose in mind, companies are developing de-icing or ice repellent coatings. Not only do
these dissolve ice that has accumulated, but they can also be applied to avoid ice formations. This
groundbreaking technology has been tested in the case study previously mentioned and has yielded successful
results. Wind farms around the world have already experimented with this new generation of coatings and
the results are incredibly promising.
In conclusion, both the case studies and practical experience have dispelled any justifiable doubts about the
need for customized coatings. It is clear that wind farms exposed to low temperatures and salinity need an
ice repellent coating to improve performance and avoid downtime, which that a standard coating will not
accomplish.
92
EXHIBIT C-21
WINDBIRD STUDY: THE IMPACT OF TURBINE BLADE COLOR ON

THE VISIBILITY OF BIRDS IN FLIGHT
Between 140,000 and 500,000 birds die in the United States alone after colliding with
wind turbine blades each year.
One possible reason for bird collisions is motion smear, which is the visual effect
experienced when a fast-moving object appears blurry. Blades painted a neutral color
are traveling fast enough that a bird has a hard time resolving them.
The gray or white blades of a wind turbine in motion blend into the sky, and birds in
flight are unable to see them in time. The hypothesis was based on the premise that
painting one of the turbine blades black could reduce motion smear making the blades
more visible to birds
IX. Findings at Test Wind Farm A
a. Summary
The experiment was based on a total of eight turbines: four with a single black blade,
and four unpainted turbines for comparison. The results were observed over a period of
ten years: seven and a half years before the blades were painted and three and a half
years after. Trained dogs searched the area 1,275 times during that period looking for
bird remains. Avian deaths at Test Wind Farm A, based on discovered carcasses,
declined by 70 percent after the blades were painted. The black paint made the blades
more visible, particularly at the tips, thus creating black streaks in the sky that alerted
incoming birds to the turbines with sufficient time to change course. For wind farm
operators who are penalized for each dead bird in accordance with the Endangered Bird
Act, this finding is significant.
A total of 42 avian deaths, found at all eight turbines during the study period, were
included in the analysis. However, it is not clear if black blades achieve the same results
across bird species. The birds prevalent in the area of Test Wind Farm A are primarily
Peregrine Falcons and Golden Eagles.
47 | P a g e
93
EXHIBIT C-22
AGB CONSTRUCTION
ENTERPRISES
1825 Drogor Avenue
Pentis City
Esstos
THIRD ROUND OF AGB CONSTRUCTION ENTERPRISES AND TEPC NEGOTIATIONS

MEETING MINUTES
Project: Dorme Wind Farm

Date: 20 March 2018
Location: AGB Construction Enterprises
Attendees: Taylor Joule
Ali Watts
Tristan Toepler
Alex Hertz
I. Open Issues Discussed

a. Invoicing procedures
1. Whether TEPC can request additional documentation in support of invoices
2. Late payment
b. Production levels
1. Annual output
c. Avian safety consultant
1. Strategic placement of wind turbines to avoid avian fatalities
2. Painting single blade black
3. Monitoring procedure for avian fatalities in accordance with the
Endangered Birds Act (EBA)
d. Specifications for preservation of turbines
1. Anti-hurricane mechanisms
2. Anti-corrosion coating
3. De-icing coating
e. Closing date
94
EXHIBIT C-23

Sent: 26 April 2019 4:08 PM
Subject: RE: Inquiry about black blades in turbines
Dear Alex,
Thank you for your email.
At this time, I don’t believe we will be taking this approach to avoid avian fatalities.
I recall discussing this issue in one of our meetings during the drafting of the contract, but as you point
out, we didn’t land on anything specific. There is only a footnote in one of the Contract exhibits
referring to black blades as an option.
I have forwarded your email to the construction and engineering team and will get back to you.
Kind regards,
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
__________________________________________________________________________________
From: Alex Hertz [mailto: h.hertz@tepc.com]
Sent: 26 April 2019 9:05 AM
Subject: Inquiry about black blades in turbines
Hi Taylor,
I hope all is well.
The Agency for Renewable Energy has brought to our attention some interesting reports on the
benefits of including one black blade in the turbines as a way to prevent birds from being injured or
killed during the operation of the farm.
I also recall that during one of our meetings, prior to the signing of the EPC Contract, we discussed
this issue and finally agreed to add a reference in Exhibit B stating that, if advisable, we would take
this approach.
After careful consideration, we have concluded that this would be a simple yet effective way to protect
wildlife. Showing the Agency that we have heeded their advice are proactive about preserving and
protecting wildlife during the construction of the facility could go a long way in helping us obtain the
final environmental authorization quickly.
95
EXHIBIT C-23
I look forward to hearing your thoughts and am available to jump on a quick call to discuss this.
Best ,
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
96
EXHIBIT C-24
Night's Watch Services INVOICE

23002 Riverpark Lane
Esstos, Westerli
Phone: +44 0800 2352 20 INVOICE # DATE
212-782-3527 August 24, 2020
BILL TO CUSTOMER ID TERMS

Alex Hertz 564 Due Upon Receipt
Thomas Edison Power Corporation
1992 Mardell Ave.
Dorme City, Westerli
a.hertz@tepc.com
DESCRIPTION QTY UNIT PRICE (LC) AMOUNT

Long Night Color, 120 Liters 100 5,454,545.46 545,454,546.00
Thank you for your business! SUBTOTAL 545,454,546.00

TAX RATE 10.000%
TAX 54,545,454.60
TOTAL ₮ 600,000,000.60
If you have any questions about this invoice, please contact

[Haley Durban,+44 0800 2352 20, billingsolutions@nws.com]
97
EXHIBIR C-25
Thenn's Specialized Services INVOICE

2104 Milford Lane
212-782-4101 September 24 2020

1992 Mardell Ave.
a.hertz@tepc.com

Labor: 9 weeks, 6 days/week, 12 hours/day at $120/hour 36 7,776,000.00 279,936,000.00
Hospitality Services 42 10,000,000.00 420,000,000.00
General and Administrative 9 14,141,410.00 127,272,690.00
Security 42 1,949,577.00 81,882,234.00

TAX RATE 10.000%
TAX 90,909,092.40
TOTAL ₮ 1,000,000,016.40

[Tamara Martin,+44 0820 1023 20, billingsolutions@tss.com]
98
EXHIBIT C-26
Thenn's Specialized Services INVOICE

2104 Milford Lane
212-782-3539 August 24 2020

1992 Mardell Ave.
a.hertz@tepc.com

Labor: 9 weeks, 6 days/week, 12 hours/day at $120/hour 36 7,775,998.06 279,935,930.16
Crane Equipment and Vehicle Monthly Lease 2 150,000,009.00 300,000,018.00
Lighting: Industrial 80m Flood Lights 20 500,000.00 10,000,000.00
Hospitality Services 42 10,000,000.00 420,000,000.00
Management 9 10,000,000.00 90,000,000.00
Security 42 1,949,577.00 81,882,234.00
Thank you for your business! SUBTOTAL 1,181,818,182.16

TAX RATE 10.000%
TAX 118,181,818.22
TOTAL ₮ 1,300,000,000.38

[Tamara Martin,+44 0820 1023 20, billingsolutions@tss.com]
99
EXHIBIT C-27
Westerli Equipment INVOICE

2038 Thyme Lane
212-782-3583 August 24 2020

1992 Mardell Ave.
a.hertz@tepc.com

Crane Equipment Lease 2 150,000,009.00 300,000,018.00
Lighting: Industrial 80m Flood Lights 20 11,818,180.92 236,363,618.40
Vehicle Lease 4 275,000,000.00 1,100,000,000.00
Thank you for your business! SUBTOTAL 1,636,363,636.40

TAX RATE 10.000%
TAX 163,636,363.64
TOTAL ₮ 1,800,000,000.04

[Charlie George,+44 5660 1283 20, billingsolutions@westerliequipment.com]
100
EXHIBIT C-28
Westerli Equipment INVOICE

2038 Thyme Lane
212-782-3565 August 24 2020

1992 Mardell Ave.
a.hertz@tepc.com

Lease, Bulldozer 5 20,000,000.00 100,000,000.00
Lease, Excavator 5 28,910,000.00 144,550,000.00
Lease, Trencher 5 24,512,727.50 122,563,637.50
Lease, Compactor 5 32,280,000.00 161,400,000.00
Lease, Loader 5 20,950,000.00 104,750,000.00
Lease, Front Loader 5 40,620,000.00 203,100,000.00

TAX RATE 10.000%
TAX 83,636,363.75
TOTAL ₮ 920,000,001.25

[Charlie George,+44 5660 1283 20, billingsolutions@westerliequipment.com]
101
EXHIBIT C-29

Sent: 8 September 2015 4:28 PM
To: Alex Hertz <a.hertz@tepc.com>; Tristan Toepler <t.toepler@tepc.com>
Subject: RE: Montua City Solar Power Plant Payment-Final Installation
Hi Alex,
Confirming the payment has been received-thank you for the update!
Best,
Taylor Joule
Commercial Manager
AGB Construction Enterprises (AGB)

1825 Drogor Ave.
Pentis City
Esstos
_________________________________________________________________________________

To: Taylor Joule <taylorjoule@agb.com>; Tristan Toepler <t.toepler@tepc.com>
Subject: Montua City Solar Power Plant Payment-Final Installation
Dear Taylor,
Please find attached the confirmation for the fourth and final payment of USD $12.6 million. TEPC has
completed this transfer, and it should be processed shortly. The inflation factor was computed by
applying the pricing adjustment formula displayed in the EPC contract- I have included it below for
reference.
𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡 𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡

𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 = 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵 𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 × �60% × � + �40% × �
Please let us know should any questions or issues arise. We await your confirmation of receipt of
payment.
Best,
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
102
Assessment of Damages to Thomas Edison
Power Corporation
Thomas Edison Power Corporation vs.

PCA CASE 2020-60
by
E. Eckert
February 17, 2021
103
Eckert First Report
Table of Contents
I. EXECUTIVE SUMMARY ....................................................................................................................... 3
II. CREDENTIALS ..................................................................................................................................... 5
III. BACKGROUND ..................................................................................................................................... 6
IV. VALUATION OF DAMAGES .................................................................................................................. 7
IV.1 Additional Costs Incurred Finalizing the Wind Farm ................................................................... 7
IV.2 Lost Profit ..................................................................................................................................... 8
IV.2.1 One-Year Delay .................................................................................................................... 9
IV.2.2 Feed-In Tariff ...................................................................................................................... 10
V. SUMMARY ......................................................................................................................................... 12
VI. DECLARATION .................................................................................................................................. 13
Confidential 2 February 17, 2021

104
Eckert First Report
I. EXECUTIVE SUMMARY
1. Tarney & Snow LLP (Counsel), counsel to Thomas Edison Power Corporation (TEPC) in
the arbitration proceeding against AGB Construction Enterprises (AGB), have asked me to
provide my objective and independent valuation of the damages (if any) suffered by TEPC
as a direct consequence of AGB’s breach of the Engineering, Procurement and Construction
Contract between TEPC and AGB (EPC Contract) to build a state-of-the-art 250 MW wind
farm (the Wind Farm).
2. I assess total damages to Claimant as a result of AGB’s breach of the EPC Contract. More
specifically, damages to TEPC consist of:
a. Additional Costs Incurred: TEPC was forced to hire another contractor to complete
the work of painting certain blades on the wind turbines black.
b. Profits Lost: TEPC suffered losses due to (i) the one-year delay in the commissioning
of the Wind Farm; and (ii) the lower Feed-In Tariff (FIT) available to TEPC as a result
of the delay.
3. Table 1 below summarizes total damages to TEPC as of February 2021.
Table 1: Summary of Damages
US$ Million as of February 2021

Lost Profits
One-Year Delay 57.0
Total Losses 450.3
Source: TEPC Damages Model (EE-01).

105
Eckert First Report
4. TEPC executed the guarantee provided by AGB, partially compensating damages suffered.
Damages to TEPC, however, exceed the amount of the guarantee provided by AGB. To
place TEPC in the position it would have been but-for AGB’s breach of the EPC Contract,
the full effect of AGB’s actions must be taken into account.

106
Eckert First Report
II. CREDENTIALS
5. Dr. Eckert is a Managing Director in the Melrose office of Advising Economics. Dr. Eckert
primarily conducts economic analysis for the value of energy assets all around the world.
6. Dr. Eckert has provided independent assessments and has testified for 35 international
arbitration cases to date, including testifying before ICSID, ICC and UNCITRAL. Dr. Eckert
has vast experience in the energy sector, including wind farms, hydroelectric plants, solar
farms and nuclear power facilities. Dr. Eckert also has served as an advisor to the
development of multiple public works projects in Europe, including the Collini Wind Farm
situated off the coast of Rongen in the Netherlands. Dr. Eckert currently manages 12 analysts
focused on energy issues as part of their managing capacity at Advising Economics.
7. Prior to their role at Advising Economics, Dr. Eckert served as Vice President of the Global
Markets division at Renew Bank and worked as an Economist at Focus Economics.
Dr. Eckert holds a Masters’ degree from the University of Perapolis and a Ph.D. from Ardana
College.
8. Dr. Eckert’s curriculum vitae is enclosed as EE-02.

107
Eckert First Report
III. BACKGROUND
9. As part of Westerli’s plan to promote the production of renewable energy, the Westerli
Government established a feed-in tariff (FIT) policy mechanism to purchase energy from
new renewable energy projects. This system guarantees fixed prices for all of the electricity
production of eligible renewable energy projects, greatly reducing the variability of revenue
generation. The FIT was to be updated annually to account for inflation until the end of the
useful life of the eligible projects.
10. TEPC hired AGB as a contractor to complete construction on a wind farm project in the
Dorme Province, with a total capacity of 250 MW (125 wind turbines of 2 MW each). TEPC
and AGB agreed to terms and signed the EPC Contract on May 27, 2018. The EPC Contract
established that AGB would construct a state-of-the-art wind farm that would be fully
operational by July 1, 2019.
11. AGB, however, turned over the Wind Farm one year later (on July 1, 2020), which resulted
in a delay in production and a lower FIT. The Wind Farm was commissioned following the
announcement of reduced FIT for projects starting production after January 2020. After such
date, the FIT was reduced from US$ 200 per MWh to US$ 150 per MWh, reducing TEPC’s
revenues during the life of the Wind Farm.
12. Additionally, AGB did not paint the blades as required by the EPC Contract. 1 As a result of
AGB’s failure to complete this aspect of the project, TEPC had to hire another contractor to
complete the work. Given that the wind turbines had already been assembled, TEPC had to
hire a company with specialized labor and equipment to paint the turbines black at 80 meters
above ground, under the extreme conditions of the Dorme Province.
1
See EPC Contract, Exhibit B, Footnote 1 (C-1).

108
Eckert First Report
IV. VALUATION OF DAMAGES

13. I summarize my calculation of each head of damages in the sections below.
IV.1 ADDITIONAL COSTS INCURRED FINALIZING THE WIND FARM
14. TEPC incurred additional costs in order to complete the painting of the turbine blades, which
was necessary to preserve the wildlife.
15. Given that the turbine was already assembled, a contractor with specialized equipment and
skilled climbers had to be hired to paint the blades 80 meters above the ground.
16. Between August 10, 2020 and September 30, 2020, TEPC made payments of US$ 56.5
million, as summarized in Table 2 below. These costs include the new contractor and
workers fees, the paint, the cost of leasing and transporting the specialized equipment, and
travel costs of the specialized workforce.
Table 2: Additional Costs Incurred Finalizing the Wind Farm
Invoice No. Date Description US$ Million
212-782-3527 August-2020 Paint - Night's Shield Black 6.0

212-782-3539 August-2020 Thenn's Specialized Services 13.0
212-782-4101 September-2020 Thenn's Specialized Services 10.0
212-782-3565 August-2020 Equipment Transport 9.2
212-782-3583 August-2020 Equipment Rental 18.0
Various Various Workers' Travel Expenses 0.2
Various Various Worker's Per Diem 0.1
Total Additional Costs Incurred 56.5
Source: TEPC Damages Model (EE-01) and Invoices (C25-C29).

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Eckert First Report
IV.2 LOST PROFIT
17. TEPC and AGB agreed that the Wind Farm would begin production by July 2019 with an
expected production of over 800 thousand MWh per year. 2 The Wind Farm production,
however, began in July 2020 obtaining a reduced FIT.
18. To assess Claimant’s loss, I compare the value of the Wind Farm under different scenarios.
I value the Wind Farm in each scenario applying the Discounted Cash Flow (DCF) method.
The DCF method determines value based on the free cash flows (FCF) that a project is
expected to generate over time. Free cash flows are computed by netting cash inflows (such
as revenues) against cash outflows (such as operating and capital costs and taxes).
Businesses, or projects, have value because they are expected to produce free cash flows to
the investor over the course of their operations. The DCF method measures the value of a
business by adding the FCF that the business expects to generate in the future, discounted at
a rate that reflects the company’s cost of raising capital. The cost of raising capital takes into
account the time value of money and risks of the business’ projected cash flows. For the
purposes of discounting FCF, it is widely accepted that the appropriate risk-adjusted discount
factor is the Weighted Average Cost of Capital (WACC). 3
19. In this case, the Wind Farm’s expected FCF are driven by the FIT. I project revenues based
on actual production, 4 and the available FIT. 5 I assume operating costs at US$ 9 million
2
See EPC Contract, Clause 7.2 (C-1).
3
The WACC is a firm’s cost of raising funds from both shareholders (equity) and lenders (debt) in an efficient
proportion, otherwise known as the optimal capital structure. To estimate the appropriate WACC for a wind farm
project in the Dorme Province, I look at the median WACC for a sample of comparable utility companies located
throughout the United States. Based on a sample of 12 utility companies in the US, I find that the median WACC is
5%. As such, I find that the appropriate discount rate to discount free cash flows generated by the TEPC wind farm
project is 5%. See US WACC Database (EE-03).
4
I forecast production based on observed 2020-2021 production and a 0.5% annual decline. I note that the actual
2020-2021 production is well below the production agreed upon in the EPC Contract. If production levels remain
low, this could result in additional damages to TEPC. See EPC Contract, Clause 7.2 (C-1).
5
Westerli reduced the FIT from US$ 200 per MWh to US$ 150 per MWh in January 2020. The FIT was to be updated
annually to account for inflation and it is guaranteed for 20 years.

110
Eckert First Report
adjusted by inflation based on historical costs, and account receivables at 4 months based on
observed delay payments of the FIT by Westerli. I also deduct Westerli’s corporate taxes at
30% of earnings after depreciations. 6
IV.2.1 One-Year Delay
20. Due to AGB’s delay in construction of the Wind Farm, production began in July 2020, one
year later than the start date established in the EPC Contract.
21. To assess the lost profit caused by the one-year delay, I apply the DCF method under two
scenarios: one in which production started in 2019 as expected, and the other in which
production starts in 2020 as in the actual scenario. I compute revenues in each scenario by
multiplying the FIT (assumed in both scenarios at US$ 200 per MWh to isolate the impact
of the delay) by the annual production. I then subtract operating costs, taxes, and changes in
working capital, all of which are assumed to remain the same in both scenarios.
22. Figure 1 below shows the cash flows generated during the life of the project under each
scenario.
6
Earnings are computed as revenues net of costs and depreciations. Depreciation is computed assuming straight line
depreciation over 20 years.

111
Eckert First Report
Figure 1: Wind Farm’s Free Cash Flows: Start of Production

120.0
100.0
Cash Flows Assuming Production Begins in 2019
Cash Flows (US$ Million)
80.0
60.0
40.0
Cash Flows Assuming Production Begins in 2020
20.0
0.0
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
23. The value of the project assuming the start of production in July 2019 (at a US$ 200 per
MWh FIT) would have been US$ 1,195 million as of February 2021. This is reduced to US$
1,138 million by the one-year delay in production. The US$ 57 million reduction in value is
driven by the delay in the start of production, and consequential delay in TEPC revenues.
IV.2.2 Feed-In Tariff
24. As stated above, the commissioning of the Wind Farm occurred one year later than planned,
in July 2020. By July 2020, the price at which the Westerli government agreed to purchase
wind energy had changed, and TEPC would only receive US$ 150 per MWh for 20 years
rather than US$ 200 per MWh had the Wind Farm been completed as originally scheduled.
25. The reduced FIT has a significant impact on the value of the project. To compute the loss
associated with the reduced FIT, I value the Wind Farm following the DCF method, under
two scenarios: one based on actual FIT of US$ 150 per MWh and other based on the expected
FIT of US$ 200 per MWh (both assuming start of production in July 2020). The other value
drivers such as total production, life of the project, cost and taxes remain the same in both
scenarios.

112
Eckert First Report
26. Figure 2 below shows the cash flows generated during the life of the project under each
scenario.
Figure 2: Wind Farm’s Free Cash Flows: Feed-In Tariffs
27. The value of the project assuming the US$ 200 per MWh FIT (start of operations in July
2020) was US$ 1,138 million as of February 2021. This is reduced to US$ 802 million given
the lowered FIT. The US$ 337 million reduction in value is explained by the reduction in
the FIT obtained by TEPC, and consequential reduction in TEPC revenues.

113
Eckert First Report
V. SUMMARY
28. TEPC suffered damages as a result of AGB’s breach of the EPC Contract. This includes
damages arising from the additional costs incurred, and from the loss of profits.
29. ABG provided a guarantee based on a provision in the EPC Contract on May 27, 2018. This
guarantee of US$ 100 million was initially presented to TEPC on June 4, 2018. 7 Due to the
breach of the EPC Contract and as the damages exceeded the value of the guarantee, TEPC
executed the full value of the guarantee on July 13, 2020. 8 As such, I deduct the value of the
guarantee, updated to February 2021, from my assessment of total damages.
30. Table 3 below summarizes the Damages to TEPC as of February 2021. I update the value
of all additional costs from the date the costs were incurred to February 2021 at the risk-free
rate to account for the time value of money. 9
US$ Million as of February 2021

Lost Profits
One-Year Delay 57.0
Total Losses 450.3
7
In construction contracts, contractors often provide guarantees in order to give the owner recourse in case the
contractor does not fulfill the requirements of the contract. I understand that TEPC requested adjustments to the initial
terms of the guarantee, which did not align with the template provided in the EPC Contract. See Email from Taylor
Joule to Alex Hertz Initially Presenting Guarantee (C-6). See EPC Contract, Exhibit A (C-1).
8
See Notification of Execution of Guarantee (C-11).
9
I reserve the right to review this analysis in light of any new information that becomes known to me subsequent to
the date of this report.

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Eckert First Report
VI. DECLARATION
I declare that:
a. I understand that my duty in giving evidence in this arbitration is to assist the arbitral
tribunal to decide the issues in respect of which expert evidence is adduced. I have
complied with, and will continue to comply with, that duty.
b. I confirm that this is my own, impartial, objective, unbiased and independent opinion
which has not been influenced by the pressures of the dispute resolution process or by
any party to the arbitration.
c. I confirm that all matters upon which I have expressed an opinion are within my area
of expertise.
d. I confirm that I have referred to all matters which I regard as relevant to the opinions I
have expressed and have drawn to the attention of the arbitral tribunal all matters, of
which I am aware, which might adversely affect my opinion.
e. I confirm that my remuneration is not contingent on the outcome of this arbitration.
f. I confirm that I have not worked on nor am I actively working on any other matters
involving Claimant other than the subject matter of this arbitration.
g. I confirm that, at the time of providing this written opinion, I consider it to be complete
and accurate and constitute my true, professional opinion.
_______________________
E. Eckert
Advising Economics
Stronghold, Old City
Westerli

115
EDEN ECKERT
Phone: +44 0800 2938 84 62 King Street
e.eckert@advisingeconomics.com Melrose, SE04 6QN
Eden Eckert is a Managing Director in the Melrose office of Advising Economics. Dr. Eckert primarily
conducts economic analysis for the value of energy assets all around the world.
Dr. Eckert has provided independent assessments and has testified for 35 international arbitration
cases to date, including testifying before ICSID, ICC, and UNCITRAL on multiple occasions. Their work
offering independent assessments spans all forms of energy assets, including wind farms,
hydroelectric plants, solar farms, and nuclear power facilities. Dr. Eckert also has served as an
advisor to the development of multiple public works projects in Europe, including the Collini Wind
Farm situated off the coast of Rongen in the Netherlands. Dr. Eckert currently manages 12 analysts
focused on energy issues as part of their managing capacity at Advising Economics.
Prior to their role at Advising Economics, Dr. Eckert served as Vice President of the Global Markets
division at Renew Bank and worked as an Economist at Focus Economics. Dr. Eckert holds a Ph. D
from Ardana College and a Masters’ degree from University of Perapolis.
Education
PhD Ardana College, Macroeconomics May 2007
MS University of Perapolis, Economics May 2003
BS University of Laurian, Finance May 2001
PROFESSIONAL EXPERIENCE
Advising Economics 2017-Present

Managing Director
Renew Bank 2012-2017

Vice President, Global Markets Division
Senior Manager, Global Markets Division
Focus Economics 2008-2012

Economist
LANGUAGES
English: Native Language
116
Spanish: Intermediate Listener, Novice Speaker, Advanced Reading and Writing
RELEVANT EXPERIENCES
1. Expert testimony in an investment treaty arbitration related to the change in rules regarding
renumeration to solar plants in Vietnam.
2. Expert testimony in an international treaty arbitration related to changes in regulatory rules

governing tariffs of an electricity distribution company in Rwanda.
3. Expert testimony in an investment treaty arbitration related to a crude oil joint venture
operating in Venezuela.
4. Expert testimony in an investment treaty arbitration related to an expropriation dispute

over investments in exploration, production, and distribution of crude oil in Ecuador.
5. Expert testimony in an investment treaty arbitration related to a decrease in value to

minority stakeholders based on the expropriation of an electricity distribution operation in
Costa Rica.
6. Expert testimony in an investment treaty arbitration related to the expropriation of

investments in a renewable energy plant in Westerli.
7. Expert testimony in an investment treaty arbitration related to breaches of an agreement

regarding toll road concessions between an Argentine investor and the government of
Suriname.
8. Expert testimony in an investment treaty arbitration regarding the seizure of hydrothermal

power assets in Sierra Leone.
117
Updated Assessment of Damages to Thomas
Edison Power Corporation
Thomas Edison Power Corporation vs. AGB Construction

Enterprises
by
E. Eckert
PCA Case 2020-60
April 16, 2021
118
Eckert Second Report
Table of Contents
I. EXECUTIVE SUMMARY ....................................................................................................................... 3
II. DAMAGES TO TEPC ............................................................................................................................ 6
II.1 Additional Costs Incurred in Finalizing the Project ...................................................................... 6
II.2 Lost Profits .................................................................................................................................... 7
II.2.1 One-Year Delay .................................................................................................................... 7
II.2.2 Lower Than Expected Feed-In Tariff Rate ........................................................................... 7
III. AGB COUNTERCLAIM....................................................................................................................... 10
III.1 Price Adjustment Based on Formula .......................................................................................... 10
III.2 Additional Costs Related to the Special Coating ........................................................................ 10
III.3 Additional Indirect Costs ............................................................................................................ 11
IV. DAMAGES SUMMARY ....................................................................................................................... 12
V. DECLARATION .................................................................................................................................. 13
Confidential 2 April 16, 2021

119
1. Tarney & Snow LLP (Counsel), counsel to Thomas Edison Power Corporation (TEPC) in
the arbitration proceeding against AGB Construction Enterprises (AGB), have asked me to
review my assessment of contractual damages and lost profits suffered by TEPC presented
in the report dated February 17, 2021 (First Report), and to respond to the criticisms made
to my analysis by F. Faraday in the expert report dated March 12, 2021 (Faraday Report).
2. In my First Report, I valued damages to TEPC at US$ 350 million as of February 17, 2021,
which consists of (i) US$ 57 million related to additional costs incurred in finalizing the
project, and (ii) US$ 394 million related to lost profits, minus the present value of the US$
100 million guarantee executed on July 13, 2020.
3. Faraday assigns no value to the additional costs incurred in finalizing the Wind Farm,
claiming that the painting of the blades was not part of the scope of the EPC Contract.
Faraday’s observations ignore the terms of the EPC Contract. I updated my assessment of
additional costs incurred under the assumption that TEPC will be able to recover the VAT,
as shown in Table 1.
4. Faraday also states that the delay in the completion was not caused by AGB, and as a result,
the lost profits stemming from the change in the feed-in tariff (FIT) are not the responsibility
of AGB. Faraday criticizes the basis of my loss of profits calculation, but their observations
are meritless, as I explain below.
5. Moreover, Faraday notes that the EPC Contract limits AGB’s liability from delay to US$
37.5 million, and the total liabilities to US$ 250 million. I have been advised by Counsel
that the EPC Contract’s limitation of liability only applies to direct damages (i.e., the cost
incurred in finalizing the project), and that there is no limit on consequential damages (i.e.,
lost profits).

120
6. After reviewing the criticisms from the Faraday Report, which I address in further detail in
the sections below, I update my calculations from my First Report and assess damages as of
April 16, 2021 at US$ 347 million. 1
7. Table 1 below summarizes the Damages to TEPC as of April 16, 2021.

Lost Profits
One-Year Delay 57.4
Total Losses 447.8
8. AGB raise a counterclaim, stating that TEPC incorrectly adjusted the EPC Contract Price,
that AGB did additional work that was requested but not paid for by TEPC, and that AGB
had to incur additional indirect costs due to the delay (for which AGB claim it was not
responsible). After carefully examining the evidence, my conclusions for the three concepts
that compose Respondents’ counterclaim are as follows:
a. TEPC correctly applied the contractual formula, resulting in no damages to AGB.
b. All costs faced by AGB fell within the scope of the EPC Contract, resulting in no
damages to AGB.
1
I present damages to Claimant updated to April 16, 2021, the date of this report. In addition, I updated my assessment
of additional costs incurred under the assumption that TEPC will be able to recover the VAT. See Eckert Updated
Damages Model (EE-03).

121
c. Any additional indirect costs that AGB may have incurred are a result of AGB’s
own breach of the EPC Contract. Moreover, AGB has not provided any evidence
that it has incurred any additional damages.
9. For these reasons, I assign no value to AGB’s counterclaim.

122
II. DAMAGES TO TEPC
II.1 ADDITIONAL COSTS INCURRED IN FINALIZING THE PROJECT
10. In my First Report, I calculated the costs incurred by TEPC in finalizing the project by adding
up the invoices paid to contractors to paint the turbine blades black for a total of US$ 56.5
million.
11. AGB claims that painting the blades black was not part of the scope of the EPC Contract.
However, TEPC’s Counsel instructed me that AGB breached the contract because the parties
agreed that the black paint was an essential component of the Wind Farm and, therefore,
asked me to calculate the additional costs incurred to finalize the project.
12. Faraday asserts that damages are inflated due to the use of an inappropriate exchange rate,
instead opting for exchange rates that correspond with the dates of the invoice. Faraday’s
suggestion is not appropriate due to the volatility of daily exchange rates and given the range
and number of invoices registered. With multiple invoices spanning different months, the
more appropriate measure is to apply the average annual exchange rate to convert all
additional costs to US dollars.
13. Faraday notes that the recovery amount of additional costs incurred should be net of the 10%
VAT rate applicable to the sale of all goods or services in Westerli. While TEPC has not
been able to recover the VAT yet, I updated my assessment of damages under the assumption
that TEPC will be able to recover the VAT following Faraday’s observation.
14. Table 2 below summarizes the costs incurred by TEPC to complete the Wind Farm, updated
as of April 16, 2021.

123
Table 2: Additional Costs Incurred Finalizing the Project
US$ Million Updated to

(Net of VAT) April 16,2021
212-782-3527 August-2020 Paint - Long Night Color 6.0 5.4 5.4
212-782-3539 August-2020 Thenn's Specialized Services 13.0 11.7 11.8
212-782-4101 September-2020 Thenn's Specialized Services 10.0 9.0 9.0
212-782-3565 August-2020 Equipment Transport 9.2 8.3 8.3
212-782-3583 August-2020 Equipment Rental 18.0 16.2 16.3
Various Various Workers' Travel Expenses 0.2 0.2 0.2
Various Various Worker's Per Diem 0.1 0.1 0.1
Total Additional Costs Incurred 56.5 50.9 51.1
Source: Eckert Updated Damages Model (EE-03), Invoices (C25-C29).
II.2 LOST PROFITS
II.2.1 One-Year Delay
15. In the First Report, I calculated that the one-year delay in the completion of the Wind Farm
resulted in a reduction in value of the project by US$ 57 million.
16. Faraday argues that AGB is not liable for the delay because TEPC allegedly contributed to
the delay and there were alleged force majeure events that also caused the delay. However,
I understand that AGB was responsible for the delays for various inefficiencies and
negligence in the execution of the works, including the late procurement of the coating and
malfunctioning in the electrical system that postponed the commissioning.
17. Faraday notes that the EPC Contract limits AGB’s liability from delay to US$ 37.5 million.
However, I have been advised by Counsel that the EPC Contract’s limitation of liability only
applies to direct damages, and that there is no limit on consequential damages. TEPC’s lost
profits claim constitutes a consequential damage and, therefore, is not capped.
II.2.2 Lower Than Expected Feed-In Tariff Rate
18. As explained in my First Report, the Wind Farm started production one year later than
planned, in July 2020. By July 2020, the price at which the Westerli government agreed to

124
purchase wind energy was significantly lower, meaning that TEPC would receive only
US$ 150 per MWh produced.
19. The reduced rate of the FIT that TEPC receives has a significant impact on the value of the
project. The reduction in value of the project constitutes damages, for which AGB is
responsible due to AGB’s role in the delay of the commissioning of the Wind Farm.
20. Regarding my computation of lost profits, Faraday questions the weighted average cost of
capital (WACC). Faraday suggests that a WACC derived from general utility companies in
USA is inappropriate to value the Wind Farm, and that the inclusion of a country risk
premium is necessary to reflect the differential risks faced by companies operating in
Westerli. I maintain that given that renewable energy comprises a significant portion of
USA’s utilities profile, deriving a WACC based on a sample of energy companies in USA is
a reasonable proxy to account for the utility landscape. Moreover, all energy produced by
the Wind Farm is guaranteed to be purchased at a price adjusted by inflation, reducing
revenue risk. Regarding the inclusion of a 2% country risk premium put forth by Faraday, it
makes no distinction between any two companies operating in Westerli. As a provider of
energy to the domestic market under a FIT regime, TEPC is not subject to the same inherent
risks faced by companies operating in Westerli across other industries. 2 The inclusion of a
risk premium is therefore inappropriate to account for investment risks in Westerli in this
instance. As such, looking at the WACC of utility companies in USA best reflects the risks
of doing business in the sector, and I continue to compute damages using a 5% WACC.
21. Furthermore, Faraday states that it is inappropriate to update historical losses using the
WACC as historical cash flows are not subject to the same uncertainty as future cash flows.
Instead, Faraday proposed to update historical losses at a risk-free rate. This criticism is
invalid because a risk-free rate does not reflect the ongoing risks inherent in operating a Wind
2
Faraday questions the assumption that the FIT would remain unchanged during the life of the Wind Farm. Given
that the Westerli Government has agreed to guarantee the FIT for the life of the Wind Farm, I see no reason to assume
that Westerli will not fulfil its commitment.

125
Farm. Updating historical cash flows at the risk-free rate, as opposed to the WACC, would
undercompensate TEPC for historical losses suffered. The WACC is the most appropriate
rate to update historical cash flows precisely because it measures the cost of funding the
business, and the risks associated with running the business, which TEPC continues to do.
In addition, the WACC represents the lowest rate TEPC would accept to postpone cash
distributions (or to reinvest money) in the Wind Farm which is what TEPC was forced to do
due to AGB’s breaches.
22. Faraday also criticizes the DCF approach as speculative as it relies on 20-year projections of
the expected and actual production based on only one year of operation. 3 Faraday fails to
recognize that the DCF approach is the most commonly used valuation approach by
practitioners and provides the most accurate forward-looking valuation of the assets in
question. Furthermore, in this instance, under a FIT regime, production and cash flows are
very reliable, even with only one year of operations.
23. Based on the above, I reaffirm my computation of lost profits.
24. Faraday notes that the EPC Contract limits AGB’s total liabilities to US$ 250 million. I have
been advised by Counsel that the EPC Contract’s limitation of liability only applies to direct
damages, and that there is no limit on consequential damages. TEPC’s lost profits claim
constitutes a consequential damage and, therefore, is not capped.
3
See Faraday First Report, ¶29.

126
III. AGB COUNTERCLAIM
III.1PRICE ADJUSTMENT BASED ON FORMULA
25. AGB claims that the TEPC incorrectly adjusted the contractual price, resulting in
underpayment of US$ 86.5 million as of March 12, 2021.
26. Counsel has informed me that AGB did not challenge the formula during the construction
phase and did not try to amend the EPC Contract. 4 I reviewed the payments and confirm
that the formula has been applied according to what was mutually agreed to by the parties as
shown in Clause IX of the EPC Contract. Moreover, this formula has been applied to
previous projects in which TEPC has paid AGB without any objections raised. 5 I conclude
that there are no damages to AGB related to the contractual formula.
III.2ADDITIONAL COSTS RELATED TO THE SPECIAL COATING
27. AGB claims that the procurement of the W4 coating solution was not included in the EPC
Contract, and that TEPC has allegedly not paid for the costs associated with its procurement,
including its purchase and import fees.
28. TEPC, however, claims that all coatings procured by AGB fell within the scope of the EPC
Contract, therefore AGB did not need to be compensated separately. 6
29. Furthermore, if the procurement falls outside of the scope of the EPC Contract and increases
the cost of the work as AGB alleges, the EPC Contract outlines a process to address this cost
and addition to the construction process through change orders. 7 However, during the
4
5
See Email from Taylor Joule to Alex Hertz confirming received payment on 8 September 2015 (C-29).
6
7

127
process of construction, no change order requests were made, so TEPC recognizes the
sourcing of this coating as well as other materials to fall within the scope of the EPC Contract.
30. For this reason, I do not include any damages related to the procurement of the W4 coating.
III.3ADDITIONAL INDIRECT COSTS
31. AGB claims that it incurred additional indirect costs which are not recoverable through the
contractual formula.
32. First, if AGB incurred additional costs, TEPC should not be responsible for additional costs
that result from the delay caused by AGB’s actions.
33. Second, AGB’s indirect costs for additional work (if any) should be calculated on the basis
of costs actually incurred. AGB has not presented any appropriate proof of damages, such
as invoices. Given that the support provided is not standard and there is no proof of damages,
I do not include any damages related to indirect costs. 8
8
I also note that in addition to not presenting proof that any additional costs were in fact incurred in relation to the
construction of the Wind Farm, Faraday further inflates damages by adding interest starting in December 2019 for
expenses that were allegedly incurred in 2020.

128
IV. DAMAGES SUMMARY

34. TEPC suffered damages as a result of AGB’s breach of the EPC Contract. This includes
additional costs incurred in order to finalize the project as well as lost profits, which includes
damages arising from the one-year delay and the reduced FIT.
35. Additionally, after carefully examining the evidence, I conclude that no amounts should be
deducted for the three concepts that compose AGB’s counterclaim.
36. Table 3 below summarizes damages to TEPC as of April 16, 2021.

Lost Profits
One-Year Delay 57.4
Total Losses 447.8

129
V. DECLARATION
I declare that:
which has not been influenced by the pressures of the dispute resolution process or by
any party to the arbitration.
c. I confirm that all matters upon which I have expressed an opinion are within my area of
expertise.
d. I confirm that I have referred to all matters which I regard as relevant to the opinions I
have expressed and have drawn to the attention of the arbitral tribunal all matters, of
which I am aware, which might adversely affect my opinion.
f. I confirm that I have not worked on nor am actively working on any other matters
involving Claimant other than the subject matter of this arbitration.
g. I confirm that, at the time of providing this written opinion, I consider it to be complete
and accurate and constitute my true, professional opinion.
_______________________
E. Eckert
Advising Economics
Stronghold, Old City
Westerli

130
1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Witness Statement of Alex Hertz

submitted by Claimant
18 February 2021
131
CWS-1
1. I, ALEX HERTZ, residing at 1993 Mardell Avenue, Dorme City, Westerli, declare as follows:
2. I provide this witness statement upon request of Thomas Edison Power Corporation (“TEPC”) in
this arbitration brought by TEPC against AGB Construction Enterprises (“AGB”).
3. The facts set out in this statement are derived from my own knowledge unless otherwise stated.
Where the facts are within my own knowledge, I confirm that they are true. Where facts are not
within my own knowledge, I state the source of my belief and confirm that they are true to the
best of my information, knowledge, and belief.
4. In drafting this statement, I have relied on my recollection of events and email correspondence,
which I shared with TEPC. I have also been assisted by TEPC’s counsel in the formatting of this
statement.
I. Background
5. I have a degree in Business Administration from the University of Westerli.
6. I have been Commercial Manager at TEPC since March 2014 and focused primarily on the
company’s wind energy projects.
7. In this capacity, I negotiated the Engineering, Procurement, and Construction Agreement (the
“EPC Contract”) between TEPC and AGB in 2018. I was also the EPC Contract Manager and
liaised with my counterpart at AGB, Taylor Joule, from the signing of the EPC Contract until its
termination.
II. Negotiation of the EPC Contract
8. In early 2015, the Government of Westerli introduced legislation as part of its signature
renewable energy initiative to phase out reliance on fossil fuels by 2025, which included fiscal
incentives, and priority grid access and dispatch. The Ministry of Energy adjudicated the
implementation to a select number of reputable renewable energy operators in Westerli. These
operators were authorized to outsource construction of the projects. TEPC was one such
company, and subsequently invited bids from energy construction companies for wind farms and
solar parks all over the country starting in 2016.
9. No such projects were developed by TEPC, or any other renewable energy operator, in Dorme
Province, where a significant portion of the country’s energy consumption is concentrated.
Consequently, in July 2017 the government gave priority to the development of projects in Dorme
Province with additional incentives to operators.
132
CWS-1
10. For those projects, the Government of Westerli established a feed-in-tariff program with different
ceilings, capping the amount of capacity that can take advantage of the tariff. As an incentive to
construct new wind farms, the government agreed to purchase wind energy at US$ 200 per MWh
over 20 years to those who started operating a new wind farm in the Dorm Province before it
reached an overall installed capacity of 4 GW. After reaching the overall installed capacity, the
government would pay US$ 150 per MWh over 20 years to those who started operating a new
wind farm in the Dorm Province before it reached an additional overall installed capacity of 2
GW.
11. To take advantage of this incentive, TEPC began soliciting bids for a wind farm in Dorme
Province in October 2017. AGB was selected on 20 December 2017 from among eight other
bidders based on its expertise in wind energy and its competitive offer in terms of price and time
for completion. This last element was of particular importance to TEPC as the Westerli incentive
scheme handsomely rewarded projects completed at the earliest, before the overall installed
capacity was reached.
12. In January 2018, I began negotiating the EPC Contract with Taylor. We corresponded frequently
and met on several occasions with (i) TEPC’s Chief of Operations, Tristan Toepler, (ii) AGB’s
Commercial Manager, Taylor Joule, as well as (iii) AGB’s Chief of Works, Ali Watts. The
contract was signed on 27 May 2018.
III. The importance of the deadline and AGB’s delay
13. From the very beginning, my colleagues at TEPC and myself had stressed multiple times the
major importance of completing the wind farm as quickly as possible, and in any case, no later
than early 2020, because we anticipated that shortly thereafter the overall install capacity would
be reached. The completion date was the single most important issue for TEPC, since the Dorme
Wind Farm was a key project for reaching the Government of Westerli’s 2025 goal, expanding
TEPC’s reach in Dorme Province, and taking advantage of the tariff incentive.
14. During negotiations TEPC proposed a 400-day deadline, which was approximately 100 days
shorter than the one AGB had initially proposed in its offer. Taylor did not express any
misgivings about the shorter deadline, and in fact, assured me that AGB was accustomed to
working under very tight schedules. They readily accepted the 400-day deadline, giving the
impression that AGB was committed to helping Westerli meet its renewable energy goals and
working with TEPC again in the future.
133
CWS-1
IV. AGB’s delay in performance
15. Despite the mutual understanding of the importance of the deadline, around May 2019 Taylor
began expressing concerns over the feasibility of meeting the quickly-approaching deadline and
requested a phone call to discuss this issue. This came as a surprise. Both Tristan and Ali
participated in the call, which occurred sometime in late May 2019. Taylor explained that it was
unlikely AGB would be able to finish by the agreed deadline, citing the inclement weather
conditions and delays with a shipment from abroad, but promised to work diligently in order to
minimize the delay. I understood this to mean that the delay would be no more than a few weeks.
In any case, we never discussed the penalty for this delay, let alone agreed to waive it altogether.
16. Thirty days after the deadline had expired on 1 July 2019, and we had not heard anything from
AGB, I reached out to Taylor to request an immediate status update. They called me that same
day to advise that the construction was on its way to getting back on track, but some lingering
issues were slowing down progress, such as a delay in receiving the coating from a company in
Genovia. This is the same excuse they had used months ago, even though Taylor had assured me
in May 2019 that they were soon to receive a special import license from the Office of Foreign
Assets Control.
17. From late 2019, the AGB field coordinator would, at our request, periodically send status updates
discussing technical issues, which I would pass on to Tristan and Ellis, who were better able to
understand that side of the project.
18. The situation was desperate because, as a result of the delays, we were approaching 2020 and
running the risk of not entering into the incentive program. Unfortunately, the worst happened a
bit earlier than expected. At the end of 2019, the Westerli government reported that the overall
installed capacity of 4 GW was reached, and issued a rule establishing a new target of 2 GW, but
reducing the fixed tariff by 25% for projects starting operations from January 2020 onwards. This
seriously affected the business we had projected.
19. AGB completed the construction on the Dorme Wind Farm on 1 July 2020. Two days later, TEPC
took possession of the wind farm and issued the Certificate of Completion.
20. Shortly after, we made a more detailed assessment of the construction and AGB’s justifications
for the delay and, on 13 July 2020, we decided to apply the contractual penalty as a consequence
of the delays.
134
CWS-1
V. Black Blades
21. When we performed an in-depth inspection of the wind farm in the days following the issuance
of the Certificate of Completion, we were surprised to discover that AGB had failed to paint a
black blade on each turbine, despite agreeing to do so in the EPC Contract.
22. We had also made an explicit request to AGB. In order to expedite the issuance of the final
environmental permit, we had informed the Ministry of Environmental Protection that the Dorme
Wind Farm would include this avian death prevention feature. Without the black blades, we are
both at risk of losing our environmental permit and increasing avian fatalities, for which we are
subject to fines under the Endangered Bird Act.
23. As a result, after AGB turned over Dorme Wind Farm, we were forced to hire another contractor
to paint one blade on each turbine black. Additionally, TEPC had to incur further costs, since
only highly specialized contractors are able to paint the blades once installed at approximately
80 meters high. All this time and effort could have been saved had AGB complied with TEPC’s
request.
Alex Hertz _
Alex Hertz
Commercial Manager
135
1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Witness Statement of Tristan Toepler

18 February 2021
136
CWS-2
1. I, TRISTAN TOEPLER, residing at 1904 Mardell Avenue, Dorme City, Westerli, declare
as follows:
2. I provide this witness statement upon request of Thomas Edison Power Corporation (“TEPC”)
in this arbitration brought by TEPC against AGB Construction Enterprises (“AGB”).
3. The facts set out in this statement are derived from my own knowledge unless otherwise
stated. Where the facts are within my own knowledge, I confirm that they are true. Where
facts are not within my own knowledge, I state the source of my belief and confirm that they
are true to the best of my information, knowledge, and belief.
4. In drafting this statement, I have relied on my recollection of events and email

correspondence, which I shared with TEPC. I have also been assisted by TEPC’s counsel in
the formatting of this statement.
I. Background
5. I have a degree in Mechanical Engineering from Dorme City College and a master’s degree
in Renewable Energy from the University of Westerli.
6. I have worked for TEPC for the last eight years. First as a Mechanical Engineer, and then in
my current position as Chief of Operations for various renewable energy projects, including
the Dorme Wind Farm.
7. As Chief of Operations, I was tasked with overseeing the day-to-day administrative and
operational functions of the Dorme Wind Farm project. However, I heavily relied on Alex
Hertz, TEPC’s Commercial Manager, for the administrative and contractual side of the job.
Still, I was involved in the negotiations of the EPC Contract related to the technical aspects
of the project and oversaw the construction of the wind farm. The latter involved periodical
visits to the site as well as regular communications with AGB’s Chief of Works, Ali Watts.
II. Completion Date
8. One of the most important issues during the negotiation of the EPC Contract was the deadline
for the final completion date. I recall that the tender offer contemplated a maximum of 600
days to reach the completion date. The initial offer AGB made was 500 days. Although this
was one of the shorter deadlines offered during the tender process, after careful consideration
of Westerli’s renewable energy goals and the strategic position of Dorme Province, we pushed
for a more ambitious final completion date. We communicated that, at the latest, the facility
had to be fully operational by early 2020.
137
CWS-2
9. I remember discussing this matter internally with Alex, who was leading the negotiation of
the EPC Contract. Alex told me that they were under the impression that AGB was flexible
on this point and were confident that a shorter deadline was feasible. Bearing this in mind, I
approached Ali to discuss the technical impact that a shorter deadline could have on the
outcome of the wind farm. I proposed a 400-day limit for the construction of the project.
Without hesitation, Ali told me that they could do it. At first, I was surprised that they were
ready to agree on a 100-day reduction. Ali explained that AGB had offered 500 days—more
days than they would need— already expecting that TEPC would request a shorter deadline
during negotiations.
10. Ali also explained that they had expertise in constructing wind energy farms and other
renewable energy facilities. Ali even told me that they had recently constructed a similar wind
farm in Genovia in a record of 350 days. After learning this, I was convinced that a 400-day
deadline was sufficient and that AGB had a reasonable construction plan allowing them to
successfully complete Dorme Wind Farm within that time frame. Unfortunately, it turned out
I was wrong.
11. During my visits to the construction site, I noticed that the work was not progressing as
quickly as expected. In late May 2019, we had a call with AGB in which they expressed
concerns over the feasibility of meeting the deadline due to certain event. We heard a lot of
excuses, instead of reasonable explanations. The delay was clearly a consequence of bad
planning. In the understanding that the delay would be no more than a few weeks, I told them
not to worry as long as the facility was fully operational by early 2020, at the latest.
12. However, I ended up granting the Certificate of Completion on behalf of TEPC on 3 July
2020, two days after AGB notified us that they had finished construction on 1 July 2020. This
is 366 days beyond the contractual deadline. Together with the TEPC engineering team, I
made a preliminary assessment of the wind farm and its connection to the grid, before granting
the completion certificate. However, I could not conduct a thorough inspection given how far
behind schedule we already were and, consequently, retained TEPC’s right to bring forward
any claim against AGB.
III. AGB’s delays
13. AGB’s delays were the result of its own negligence. For example, we could not run the
electrical commissioning on time because the main transformer installed by AGB was unable
to evacuate power without overheating. The electrical commissioning is essential to ensure
that wind turbines have been correctly installed and the farm is ready to produce energy. The
whole system must work without failures for many hours generating power. Therefore, AGB
138
CWS-2
should have known that, before and during the commissioning, the main transformer had to
evacuate correctly all the power without overheating.
14. Another example was AGB’s poor judgment about the coating. The latest industry
requirements show that coatings must be suitable for all the environmental conditions of the
area in which the wind turbines are to be installed. The Dorme Wind Farm is located near the
Nereid Bay and Eerie Mountains, and thus, the farm is exposed to below zero temperatures
and a higher corrosion rate. Therefore, I was shocked to learn that AGB had not contemplated
applying a weather resistant and high-performance coating that would protect the turbines
from all these agents and was planning to use a traditional coating. After explaining our
reasons for a more sophisticated coating, AGB finally understood and made the necessary
arrangements, although late. All the time wasted could have been avoided if AGB had been
diligent.
18 February 2021, Dorme City, Westerli
Tristan Toepler
139
CWS-1S

1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Supplemental Witness Statement of Alex Hertz

17 April 2021
140
CWS-1S
1. I, ALEX HERTZ, declare as follows:
2. I provide this supplemental witness statement upon request of the Thomas Edison Power
Corporation (“TEPC”) in this arbitration brought by TEPC against AGB Construction Enterprises
(“AGB”). This is the first supplemental witness statement that I have provided in this arbitration.
statement.
5. Capitalized terms as defined herein shall have the meaning given to them in my first witness
statement.
6. I have reviewed Taylor Joule’s witness statement and consider that several aspects require
clarification.
I. Deadline
7. AGB was comfortable with the 400-day deadline because of its previous experiences on other
similar projects. Taylor Joule’s witness statement says that I have failed to mention that AGB
accepted the 400-day deadline based on TEPC’s assurances that Westerli had a friendly
regulatory environment, and that in any event TEPC would be very flexible if factors beyond
AGB’s control delayed the deadline. This is not true. What Taylor describes was AGB’s initial
thinking and position during negotiations, but not what was actually agreed upon in the EPC
Contract. Furthermore, TEPC could not have given any assurances regarding the regulatory
environment because it is beyond our control. AGB knew or should have known, because it is
public knowledge, that Westerli has a complex regulatory system.
8. We never agreed on an extension of the deadline, nor a waiver of penalties. That would have
required an addendum or change order, none of which was requested by the Parties.
II. Bank guarantee
9. I was very clear with Taylor from the beginning that in order to proceed with the upfront payment,
TEPC first had to receive an approved bank guarantee in line with the TEPC’s corporate
standards.
141
CWS-1S
10. Because we had experienced issues with the guarantee format in other projects, I insisted on
including the model guarantee as an exhibit to the contract to avoid wasting time negotiating
guarantee terms after the contract was signed. None of the AGB representatives raised any
concerns regarding the guarantee format.
11. Taylor’s assertion that we were “formalistic” is surprising. The contract terms are included for a
reason and must be respected. Taylor also states that TEPC was not interested in moving forward
as quickly as possible. On the contrary, we were very eager to start the project as soon as possible,
but this was dependent on AGB complying with its contractual obligations. I could not risk
breaching the EPC Contract and TEPC’s internal corporate policies by approving an upfront
payment to AGB in the absence of a proper guarantee.
12. We did not force AGB to renegotiate the terms of the guarantee with the financial institution, nor
did we delay the payment, as Taylor suggests. AGB should have negotiated the terms of the
guarantee with the financial institution before signing the EPC Contract. This is standard practice
and avoids any delays in the issuance of the guarantee. As soon as AGB presented a conforming
guarantee, we made the upfront payment.
III. Coating
13. Taylor states that TEPC requested a sophisticated coating, and that its acquisition qualifies as an
additional work. Taylor seems to forget that this matter was discussed before signing the EPC
Contract and that AGB agreed to construct a state-of-the-art facility. This is evidenced by the fact
that AGB never requested an addendum or a change order.
14. The delays in the importation of the coating from Genovia can only be imputed to AGB. I never
understood why they decided to import it from a country on which Westerli had imposed
sanctions, when the coating was available in other markets, including local markets. Taylor now
claims that they found it strange that TEPC could not suggest any supplier. The reason is simple:
they never requested our help in finding a supplier. They were in charge of providing the coating
and they chose the supplier.
III. Black Blades
15. The color of the blades was necessary for completing the facility. Taylor’s reference to the
footnote of the contract does not change that fact. Furthermore, TEPC demonstrated that it was
advisable, as I explained to Taylor in an e-mail. I did not want black blades to impress the
environmental authorities, as Taylor says. I just wanted AGB to comply with the EPC Contract
and receive a state-of-the-art facility. The fact that the black blades might expedite the issuance
of the final environmental authorization was ancillary.
142
CWS-1S
Alex Hertz _
Alex Hertz
Commercial Manager
143
1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Supplemental Witness Statement of Tristan Toepler

17 April 2021
144
1. I, TRISTAN TOEPLER, declare as follows:
2. I provide this supplemental witness statement upon request of the Thomas Edison Power
Corporation (“TEPC”) in this arbitration brought by TEPC against AGB Construction Enterprises
(“AGB”). This is the first supplemental witness statement that I have provided in this arbitration.
statement.
statement.
I. Completion Date
6. I reaffirm that Ali Watts of AGB never expressed any hesitation to me about accepting the 100-
day reduction in the Final Completion Date. Ali states that AGB had no option but to accept it. I
would like to clarify that we never coerced AGB to accept a new deadline.
II. AGB’s delays
7. Heavy rains are common in Dorme Province, particularly during the winter months. AGB should
have taken this into consideration when planning their schedule. Ali’s statements about the
alternative access road are misleading. Although the access road we built was not paved, it was
suitable for transporting equipment, even on a rainy day. In reality, because AGB was already
behind schedule, it used any inconvenience as an excuse to try to justify its delays.
8. As for the electrical commissioning, I would like to clarify that TEPC’s decision to reschedule
the commissioning was technically correct. Chapter 13 of the Best Practices Handbook states
that, before and during the commissioning, the main transformer needs to properly evacuate all
of the power without overheating or experiencing abnormal losses.
17 April 2021, Dorme City, Westerli
Tristan Toepler
145
EXHIBIT R-1

Sent: 27 May 2019 11:46 AM
Subject: Dorme Wind Farm Weather Issues
Dear Alex,
I hope this email finds you well.
As I mentioned during our last call, we are growing increasingly concerned that the contractual deadline
is no longer realistic. The delay in transporting materials to the site due to the adverse weather, as well
as issues with importing the coating from Genovia are setting us back significantly.
As we discussed last year, the original deadline could only be met if factors beyond our control did not
present any obstacles. Unfortunately, that has not been the case.
We think it’s important to have a conversation about this as soon as possible. Would you and your team
be available for a call between 14:00 and 17:00 this Wednesday, or between 11:00 and 13:30 this
Friday?
Best,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
146
EXHIBIT R-2
From: Taylor Joule [mailto: Taylorjoule@agb.com]

Subject: Dorme Wind Farm
Dear Alex,
It was great speaking with you and your team last week.
We’re glad you were so understanding of the need for an extension of the deadline, given the
circumstances.
We are working as diligently as possible, but as we discussed during our call, factors beyond our
control have made it very difficult to make progress. In any case, we hope things will run smoothly
from here on out.
Best,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
147
EXHIBIT R-3

CC: Ali Watts <aliwatts@agb.com>; Tristan Toepler <t.toepler@tepc.com>
Subject: Dorme Wind Farm Permits
Dear Alex,
Could you give us an update on the status of the authorizations required? Both the environmental
authorization and the transportation permit.
Our more immediate concern at this point is the permit to transport the turbines to the construction
site. As I had already mentioned, transporting the turbines requires special logistical planning given
their size and the remote location of the wind farm. As soon as we receive a status update, it will be
easier for us to plan ahead. Ali is looped in to keep you informed of any special logistics that need to
be discussed.
We know that additional access roads were constructed for us. Nevertheless, it’s always better to
have the option to transport the turbines through the provincial highway system.
If you have any questions, please let me know. I look forward to hearing your thoughts.
Best,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
148
EXHIBIT R-4

CC: Tristan Topeler <t.toepler@tepc.com>; Ali Watts <aliwatts@agb.com>
Subject: RE: Dorme Wind Farm Permits
Hi Taylor,
We have already started the authorization process before the competent local and/or national
authorities.
Additionally, in our experience, it’s easiest to transport equipment through access roads.
I’ll let you know as soon as I have an update from the Ministry of Environmental Protection.
Best,
Alex
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
149
EXHIBIT R-5
Access roads in bad condition
Picture A
Picture B
150
EXHIBIT R-5
Picture C
151
EXHIBIT R-6 11432061292
Third Party Transfer

SSB Reference
Number SSB224366262-2823
Transaction Status Processed
Transaction Date 21 June 2018 11:24 A.M CWT
Account Number Account Name Bank Amount (USD)

From: 8394271834 Thomas Edison Sunspear Bank
Power
Corporation 50,000,000.00
To: 64324659646 AGB Construction Bank of Pentis
Enterprises
152
EXHIBIT R-7

Sent: 15 August 2018 12:15 PM
CC: Tristan Toepler <t.toepler@tepc.com> ; Ali Watts <aliwatts@agb.com> ; Lisa Arron
<l.arron@tepc.com>
Subject: Dorme Wind Farm Coating Specifications
Dear Taylor,
I hope your week is off to a good start.
Following our meeting with Lisa Arron, our Head of Engineering, regarding our concerns about turbine
corrosion and ice formation due to the wind farm’s location on the coast, she prepared a spec sheet for
the coating attached below.
As you well know, the proximity to the Nereid Bay and the Eerie Mountains create some pretty harsh
environmental conditions. Lisa’s assessment is that turbines protected with traditional coating will be
vulnerable to ice formation and suffer regular breakdowns. This would significantly reduce the lifespan
of those turbines, which would greatly endanger TEPC’s commitments to Westerli’s green energy goals.
This makes it indispensable to use the coating specified.
I am happy to discuss the matter further this week and have looped-in Lisa in case you have any
questions for her directly.
Kind regards,
Alex
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
Spec Sheet
153
EXHIBIT R-7
PROTECTIVE COATING FOR DORME CLIMATE

TECHNICAL SPECIFICATION SHEET
CHARACTERISTICS OF COATING General erosion protection. The blades will be specifically vulnerable
to:
• Ice accretion due to low temperatures and high wind velocity
• Extreme temperature changes, since the summers can be very hot
and the weather turns very suddenly
• Airborne particulates flying at high speeds, including but not limited
to salt and sand
• Sea water because the wind farm is in a high risk splash zone
during storms
• Naturally occurring chemical attacks such as acid rain or acidic
substances produced by wild life
• High levels of humidity
• Must have minimal curing time
LAYER FOR ABSORPTION IMPACT Elastic layer of at least 3 mm
TEMPERATURE RESISTANCE FOR From – 20o to +35o C

PREVENTING ICE ACCRETION
DURABILITY 20+ years
ENVIRONMENTAL CHARACTERISTICS • Must be produced by facility that is certified and operates according to
ISO 14001, ISO 9001
• Must be made with sustainable materials
• Must not be made using hexavalent chromium in accordance with
Proposition 34 of the Dorme Province Board of Health regulations
• Must have low VOC
• Must be a solvent-free formula
154
EXHIBIT R-8

Sent: 2 May 2019 16:16 PM
CC: Ali Watts <aliwatts@agb.com>
Subject: RE: Inquiry about black blades in turbines
Dear Alex,
I have forwarded your request to the team and they don’t think that this would be an effective solution.
Ali, copied to this email, has explained that the studies suggesting lower avian fatalities are not
conclusive, mainly because the effectiveness of this approach depends on the species of birds that
inhabit the area. Furthermore, the study’s sample size is very small.
However, what concerns us the most is the visual impact that this would have on the landscape and
the subsequent rejection by local communities. As you may be aware, one of the challenges that wind
projects face is community acceptance, which is key for the project’s success.
We have faced this issue in a wind farm we built a couple of years ago in Genovia, where the
community strongly opposed the black blades for aesthetic purposes. The conflict escalated to the
point that access to the site was blocked by protestors claiming that the design of the project would
not only disrupt the landscape, but that it would also affect the value of their properties and devastate
local tourism.
Moreover, there is a diverse body of research that has analysed the psychological impact of energy
projects by conducting surveys and interviews in local communities. Specifically, at Queen’s Landing,
a survey was conducted before the wind farm’s construction to measure opposition or support based
on blade color. Only 23% of the local population over 18 opposed construction of the wind farm.
However, 55% of the population objected to the construction if one blade was painted black, arguing
that the aesthetic and landscape was more severely disrupted.
Finally, at this time, taking on additional work would mean more time and money. We would have to
source the weather-resistant black paint and hire technicians who would have to travel to the site to
perform the work. We cannot afford this kind of additional cost or further delays at this stage in the
project.
All in all, we are of the view that the disadvantages of the black blade feature would far outweigh any
potential benefits, and therefore, it is not advisable to take this approach.
Ali can clarify any doubts you may have.
Kind regards,
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
155
EXHIBIT R-9
INVOICE
DATE INVOICE NUMER TECHWIND
16 May 2019 00345 SOLUTIONS
Invoice to
AGB CONSTRUCTION
ENTERPRISES
1825 Drogor Avenue
Pentis City
Esstos
PRODUCT DESCRIPTION PRICE PER UNIT TOTAL IN $
Coating solution W4 100 liters of anti-corrosion and $1250 $125,000

de-icing coating
Subtotal 125,000
VAT 25,000
Total 150,000
156
EXHIBIT R-10

Sent: 16 August 2018 14:01 PM
CC: Tristan Toepler <t.toepler@tepc.com>; Ali Watts <aliwatts@agb.com>; Lisa Arron
<l.arron@tepc.com>
Subject: RE: Dorme Wind Farm Coating Specifications
Dear Alex,
Thank you for your e-mail.
We agree that the industry practice is to apply an anti-corrosion solution to improve performance and
avoid unnecessary damage and repairs. However, the standard coating does not protect turbines
from below zero temperatures or exposure to high salinity. Also, the contract does not specify the type
of coating you are now requesting. We had contemplated a traditional coating in our budget, which is
standard practice.
We still have time to order a more specific coating that complies with these new specifications, but it
would mean additional costs and work. For the sake of time, I will start sourcing the new coating, and
we can resolve the budgetary concerns in tandem. I’m sure we can work around this issue.
Give me a call if you would like to discuss further. I’ll be at the office the entire week.
Take care,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
157
EXHIBIT R-11
FORM OF FIRST DEMAND GUARANTEE
11 June 2018
Attn: Thomas Edison Power Company “Beneficiary”
Fax: +001 523 715 8104
AGB Enterprises
1825 Drogor Avenue
Pentis City,
Esstos
“Principal”
Reference: Our Guarantee No. X-181.2018
Dear Sirs and Madams:
At the request of AGB Enterprises we, as Guarantor, hereby undertake to pay to you, the
Beneficiary, or your accredited representative on first written demand the sum of USD ONE
HUNDRED MILLION or such lesser sum of money as you may by such written demand require to be
paid accompanied by your written statement that the Principal identified above is in breach of its
obligations under the contract identified in paragraph 2, without the need to specify the respect in which
the Principal is in breach. Such statement shall be conclusive evidence of your entitlement to payment
in the amount demanded, up to the amount of this Guarantee. The amount of this guarantee is USD
ONE HUNDRED MILLION.
The aforementioned guaranteed sum of USD ONE HUNDRED MILLION shall be paid within
10 days from the date of written demand.
The Beneficiary and the Principal have entered into the DORME WIND FARM
ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT dated 27 May 2018, for
the engineering, procurement and construction of a Wind Farm with a capacity of 250MW in Dorme
Province (the “Contract”).
This Guarantee shall remain valid until 180 days after the end of the Initial Term of the Contract
or 180 days after the end of the Extended Term of the Contract, if any. It is understood that written
demand for payment under this Guarantee must be received by the Issuer not later than the expiration
of this Guarantee.
158
EXHIBIT R-11
This Guarantee is governed by the laws of Westerli.

Any dispute, controversy or claim arising out of or relating to this contract, or the breach,
termination or invalidity thereof, shall be settled by arbitration in accordance with the PCA Arbitration
Rules 2012.
For and on behalf of Sunspear Bank
David Seaton
159
EXHIBIT R-12
National Register PRESIDENTIAL DOCUMENTS

Vol. 92 No. 12
Executive Order 120692 of 30 October 2018
Tuesday, 30 October
2018 Prohibiting Certain Transactions With Respect to Genovia
By the authority vested in me as President by the Constitution and the laws

of Westerli,
Cersia Lannis, President of Westerli, considers that Genovia is the world’s

leading sponsor of continued nuclear proliferation and that Genovia has
threatened Westerli’s military assets. It remains the policy of Westerli to
deny Genovia all paths to nuclear weapons and intercontinental ballistic
missiles. In furtherance of these objectives, it is the policy of Westerli to
deny the Genovian government revenues, including revenues derived from
the export of products from key sectors of Genovia’s economy that may be
used to fund and support its nuclear program, missile development, and
malign regional influence.
In light of these findings, I hereby order:
Section 1. (a) All property and interests in property that are in Westerli, that
hereafter come within Westerli, or that are or hereafter come within the
possession or control of any Westerli person or the following persons are
blocked and may not be transferred, paid, exported, withdrawn, or otherwise
dealt in: any person determined by the Ministry of the Finance, in
consultation with the Ministry of Foreign Affairs:
(i) to operate in the construction, mining, energy, manufacturing, or textiles

sectors of the Genovian economy, or any other sector of the Genovian
economy as may be determined by the Minister of Finance, in consultation
with the Minister of Foreign Affairs;
(ii) to have knowingly engaged, on or after this order, in a significant

transaction for the sale, supply, or transfer to or from Genovia of significant
goods or services used in connection with a sector of the Genovian economy
as determined by the Minister of Finance, in consultation with the Minister
of Foreign Affairs, pursuant to, subsection (a)(i) of this section;
(b) The prohibitions in this section apply except to the extent provided by
statutes, or in regulations, orders, directives, or licenses that may be issued
pursuant to this order, and notwithstanding any contract entered into or any
license or permit granted before the date of this order.
Section 2. (a) Any transaction that evades or avoids, has the purpose of
evading or avoiding, causes a violation of, or attempts to violate any of the
prohibitions set forth in this order is prohibited.
(b) Any conspiracy formed to violate any of the prohibitions set forth in this
order is prohibited.
CERSIA LANNIS
30 October 2018
160
EXHIBIT R-13

To: Alex Hertz [mailto: a.hertz@tepc.com]
Subject: RE: Dorme Wind Farm Second Invoice
Dear Alex,
Please find attached our invoice for the second 20% payment of the Dorme Wind Farm.
Regards,
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
AGB#7543 – Dorme
Wind Farm Second
Invoice

Sent: 28 December 2018 2:41 PM
Subject: Dorme Wind Farm Third Invoice
Dear Alex,
Please find attached our third invoice for the Dorme Wind Farm.
Happy holidays!
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
161
EXHIBIT R-13
AGB#8149 – Dorme
Wind Farm Third
Invoice

Subject: Dorme Wind Farm Fourth Invoice
Dear Alex,
Please find attached our fourth invoice for the Dorme Wind Farm.
Best regards,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
AGB#8978 – Dorme
Wind Farm Fourth
Invoice

Sent: 28 June 2019 8:22 AM
Subject: Dorme Wind Farm Fifth Invoice
Dear Alex,
Please find attached our fifth and final invoice for the Dorme Wind Farm.
Regards,
Taylor
Taylor Joule
Commercial Manager
162
EXHIBIT R-13

1825 Drogor Avenue
Pentis City
Esstos
AGB#9987 – Dorme
Wind Farm Fifth Invoice
163
EXHIBIT R-14

Sent: 14 July 2020 7:52 AM
Subject: Dorme Wind Farm
Dear Alex,
I’m writing in reference to the letter we received yesterday notifying us of your decision to impose the
contractual penalty.
The letter came as a surprise to us, and we strongly disagree with your decision. I had clearly
communicated that we would be unable to meet the initial deadline and were under the
impression that TEPC had agreed to a reasonable extension in good faith. Particularly since the
circumstances that led to the delays were beyond our control.
From the moment construction began, we have kept you abreast of delays and disruptions.
Furthermore, during the past year we did not receive any indication that penalties were forthcoming.
As you know, inclement weather significantly impacted our road access. In prior communications you
had acknowledged that the abnormally high rainfall in 2018-2019 was a problem. If you had provided
a paved road, as promised, rather than dirt and gravel roads, the rain would not have caused such
severe delays.
Additionally, the sanctions imposed on imports from Genovia made it incredibly difficult to acquire the
coating you requested to protect the turbines from corrosion and ice. If you recall, we specifically
asked for your help with the special import license application, which you certainly would have had an
easier time with as a government contractor, but you refused. The Office of Foreign Assets Control’s
application process was extremely lengthy and challenging.
Finally, your own delay in obtaining the environmental permits would not have made it possible to
render the wind farm operational by the final completion date. That delay cannot be imputed to AGB.
I will be in Dorme City all of next week and would appreciate it if you could find the time to discuss this
in person.
Regards,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
164
MONTHLY PRECIPITATION (MM)
0
25
50
75
100
Ju
ne
165
18
EXHIBIT R-15
Ju
ly
18
A
ug
us
t1
8
Se
pt
em
be
r1
8
O
ct
ob
er
18
N
ov
em
be
r 18
D
ec
em
be
r 18
Ja
nu
ar
y
19
Source: Westerli National Weather Service

Fe
br
ua
ry
19
M
ar
ch
19
DORME PROVINCE PRECIPITATION 2018-2019
A
pr
il
19
M
ay
19
ju
ne
19
EXHIBIT R-16

Sent: 27 February 2019 12:31 PM
To: Alex Hertz <a.hertz@tepc.com>; Tristan Toepler <t.toepler@tepc.com>; Ali Watts
<aliwatts@agb.com>
Subject: Dorme Wind Farm Weather Issues
Dear Alex,
I hope you are well.
I’m writing to update you on the weather situation, which has been causing significant delays. I’ve
looped in our Chief of Works, Ali Watts.
As you know, the Dorme Province has been experiencing heavy and unprecedented rainfall, which has
resulted in severe flooding and landslides in the area. This has made access to the worksite very
difficult, if not impossible, for months now, since the dirt roads have been virtually unusable.
Though we have been able to make progress in some areas, the major excavations cannot be
performed. Transporting the turbines will also be an issue if this continues.
My concerns are aggravated by the fact that the weather forecast for the coming weeks does not show
signs of improvement.
In any event, although it seems self-evident that this unfavourable weather falls under the force majeure
clause, your written confirmation on this point would be much appreciated. I wouldn’t want to bother
with lawyers at this juncture. Plus, those legal fees can be expensive!
Best,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
166
EXHIBIT R-17

CC: Tristan Toepler <t.toepler@tepc.com>; Ali Watts <aliwatts@agb.com> ; Kate Tulley
<k.tulley@tepc.com>
Subject: RE: Dorme Wind Farm
Dear Taylor,
I appreciate the update.
I realize the rainfall for this time of year is much heavier than usual. However, weather forecasts are
rarely accurate more than a few days into the future, and hopefully conditions will improve soon.
In the meantime, I have been in touch with our Field Coordinator, Kate Tulley, who assures me that
the access roads on the north side have been mostly unaffected.
Kinds regards,
Alex
Alex Hertz
Commercial Manager

1992 Mardell Avenue
Dorme City
Westerli
167
EXHIBIT R-18
TECHWIND SOLUTIONS
ANTI CORROSION AND DE-ICING COATING

TECHINCAL SPECIFICATION SHEET
PRODUCT NAME Coating solution W4

INTENDED USE • Ice formation on wind turbines exposed to low temperatures
(only de-icing coating in the market, made using patented
Techwind Technology)
• Anti-corrosion
• Rain erosion
• Salinity protection
• Enhances performance
• Reduces maintenance periods
APPLICATIONS Surface of wind turbine blades or other fiberglass components
APPLICATION Humidity must be below 70% RH at ambient temperature (15-30o) or

CONDITIONS at elevated temperatures
NUMBER OF 1 or 2
APPLICATIONS
NEEDED
LAYER Elastic layer of 2-4 mm – high absorption impact
TEMPERATURES From – 30o to +35o C
CURING TIME 10-15 minutes. Average time for traditional systems: 2 hours
DURABILITY 25+ years (traditional systems durability is estimated on 10-15 years)
SAVINGS 40% on average, compared to traditional systems
ENVIRONMENTAL • Sustainable materials

ASPECTS • Low VOC
• Solvent-free formulations
• Production facility is certified and operates according to
environmental management standard ISO 9001 and ISO 14001
PRICE $ 1,250 / liter
168
EXHIBIT R-19

Sent: 15 June 2020 17:15 PM
CC: Ellis Sanders <e.sanders@tepc.com>; <peterbaelon@agb.com> Ali Watts <aliwatts@agb.com>;
Tristan Toepler <t.toepler@tepc.com>
Subject: RE: Dorme Wind Farm – Electrical Tests
Hi Alex,
Thanks for your call earlier today, and sorry it took longer than expected to get back to you.
I’ve consulted with our engineers and they were surprised by TEPC’s decision to delay the electrical
commissioning. Our team is confident that the electric system is under control and ready to be tested.
The issue with the main transformer is minor and certainly does not interfere with the electrical
commissioning at all.
Peter Baelon, our Head Engineer, will get in touch with Mr. Sanders tomorrow morning to sort this out
ASAP.
Best,
Taylor
Taylor Joule
Commercial Manager

1825 Drogor Avenue
Pentis City
Esstos
169
EXHIBIT R-20
From: Tristan Toepler [mailto: t.toepler@tepc.com]

To: Ali Watts <aliwatts@agb.com>
CC: Ellis Sanders <e.sanders@tepc.com>
Subject: Dorme Wind Farm – Electrical Commissioning
Dear Ali,
I hope you’re doing well.
I am reaching out to let you know that, as of tomorrow, everything is ready on our end to begin the
electrical commissioning.
I have looped in our Head of Engineering, Mr. Ellis Sanders, so we can start discussing some dates to
schedule the tests, as well as the pre-commissioning preparatory inspection.
Regards,
Tristan
Tristan Toepler
Chief of Operations

1992 Mardell Avenue
Dorme City
Westerli
170
EXHIBIT R-21
ESSTOS NATIONAL ENERGY RESEARCH CENTER

2018 ANNUAL REPORT
CHAPTER IV – COATINGS
Anti-corrosion, de-icing and salt proof coatings have been effective at extending the life of
offshore wind turbine foundations. The greatest benefit is to turbines in the splash and tidal zone
of offshore wind farms.
[…]
During 2018, several studies were conducted to test anti corrosion and salt resistant coatings on
onshore wind farms also located in high risk areas. For instance, wind farms located near oceans
or in below zero temperatures.
This research was driven by the need to reduce the cost of wind farms in order to make them
even more competitive with respect to fossil fuels or other sources of energy. Improving the
coating technology and application techniques was the focus of the studies. Advances in coating
could reduce damage and downtime for repairs to turbines, which in turn could reduce the overall
cost of maintenance and operations.
It is important to note, however, that if the wrong coating is selected for a turbine or if there is a
breach in the coating, this may lead to severe corrosion of the underlying steel. Such was the case
in a Genovian wind farm this year, where repairs cost approximately three times the amount of
the initial installation of the coating.
[…]
Although considerable progress has been made in the application of coatings designed for
offshore farms to onshore farms, no conclusions can be drawn yet. Onshore farms, even those
located in high risk areas, are not directly exposed to seawater. For this reason, the benefits of
applying expensive high-performance coatings, designed for protection from seawater, salt, ice
and general corrosion, to an onshore wind farm is not advisable. The benefits of those coatings
do not outweigh, for now, the high costs of application. Furthermore, the effectiveness of de-icing
coatings to prevent ice accretion in wind farms is yet been proven. 1
[…]
1
Studies on this issue are still being conducted. For the purposes of the 2018 report, no final conclusion
regarding the use of this generation of coatings has been reached.
171
EXHIBIT R-22
__________________________________________________________
SURREY WIND FARM

ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT
__________________________________________________________
- between –
- and -
SOLERUS CORPORATION
17 August 2014
172
Surrey Wind Farm Engineering, Procurement, and Construction Agreement
and Solerus Corporation
TABLE OF CONTENTS
[Abridged]
IX. Guarantees ................................................................................................................................... 3
X. Price Adjustment ......................................................................................................................... 3
XI. Limitation of Contractor's Liability ............................................................................................. 4
173
WHEREAS Owner desires to construct and operate a wind farm with a capacity of 150MW in Surrey
Province (the “Facility”) and Contractor is willing to perform design, engineering, and construction
work to bring the Facility to commercial operation. Owner will operate the Facility commercially.
WHEREAS Owner wishes that Contractor perform on behalf of Owner the duties to act as general
contractor for the design, construction, performance of startup of the Facility, and development of the
operation manual(s) for the Facility upon the terms and conditions set forth in this Agreement.
NOW, therefore, in consideration of the promises and the mutual covenants and agreements hereinafter
set forth, the Parties agree as follows.
Excerpt
IX. Guarantees
1. Contractor Guarantee. As a condition precedent for the Upfront Payment, the

Contractor shall obtain and deliver a First Demand Guarantee of performance for the
obligations of Contractor. The obligations of Owner are expressly conditioned upon the
receipt of such Guarantee.
2. The Contractor Guarantee shall comply with market standards and be provided by a
first line financial institution. A model guarantee is provided in Exhibit A.
X. Price Adjustment
1. The Contract Price is subject to the adjustments permitted by this clause.
2. The Contract Price shall be adjusted by inflation, in accordance with the following
applicable monthly formula:
𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡 𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡

𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 = 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵 𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 × ��55% × � + �45% × ��
𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊 𝐶𝐶𝐶𝐶𝐶𝐶𝑏𝑏𝑏𝑏𝑏𝑏𝑏𝑏 𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆 𝐶𝐶𝐶𝐶𝐶𝐶𝑏𝑏𝑏𝑏𝑏𝑏𝑏𝑏
Where:
“Base Price” means USD 250.000.000.
“Westerli CPI” means Westerli Consumer Price Index for All Urban Consumers as published by
the Golden Lion Bank of Westerli.
“Surrey CPI” means Surrey Consumer Price Index for All City-Dwellers as published by the
Royal Bank of Surrey.
XI. Limitation of Contractor's Liability
The Contractor's liability to the Owner for any breach of the terms of the Contract is limited to an amount
corresponding to one hundred per cent (100%) of the Contract Price.
175
EXHIBIT R-23
From: Ali Watts <aliwatts@agb.com>

Sent: July 3, 2019 9:24 AM
To: Tristan Toepler <t.toepler@tepc.com>
Subject: Dorme Wind Farm Project Extension
Dear Tristan,
Thank you for your understanding of the adverse conditions that prompted an extension in the
timeline to complete the Dorme Wind Farm project. Given the extended timeline, I’ve been informed
by Taylor that we will be forced to incur additional indirect costs related to maintaining project
operations past the original deadline. We hope to wrap up as quickly as possible, but we would
request coverage of these costs for the remainder of the project.
At an initial estimate, we envision a daily cost identical to the average daily cost to maintain
operations from the start of the project through the original deadline. We calculate these to be
$21,850 per day-please let us know if you have any questions. I’ll be waiting for your comments.
Regards,
Ali
Ali Watts
Chief of Works

1825 Drogor Avenue
Pentis City
Esstos
176
EXHIBIT R-24
☀ ʂunspear bank
Dorme Wind Farm Model
March 2018
Page 177
177 1
☀ ʂunspear bank
0 1 2 3 4 5 6 7 8 9
Production Profiles (MWh) Units Total 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028
Capacity per Turbine MW 2.0 [a] 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
Turbines 125 [b] 125 125 125 125 125 125 125 125 125 125
Total Capacity MW 250 [c] = [a] × [b] 250 250 250 250 250 250 250 250 250 250
Hours per Day h 24 [d] 24 24 24 24 24 24 24 24 24 24

Days [e] 183 366 365 365 365 366 365 365 365 366
Total Hours h [f] = [d] × [e] 4,380 8,784 8,760 8,760 8,760 8,784 8,760 8,760 8,760 8,784
P90 Scenario (Default Scenario)
Capacity Factor 30.0% [g] 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0%
Performance Decline 0.5% [h] 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5%
Production MWh 12,491,595.0 [i] = [c] × [f] × [g] × (1-[h]) 328,500 655,506 650,430 647,145 643,860 642,330 637,290 634,005 630,720 629,154
P50 Scenario
Capacity Factor 55.0% [j] 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0%
Performance Decline 0.5% [k] 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5%
Production MWh 22,901,257.5 [l] = [c] × [f] × [j] × (1-[k]) 602,250 1,201,761 1,192,455 1,186,433 1,180,410 1,177,605 1,168,365 1,162,343 1,156,320 1,153,449
178 2
☀ ʂunspear bank
10 11 12 13 14 15 16 17 18 19 20
Production Profiles (MWh) Units 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Capacity per Turbine MW 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
Turbines 125 125 125 125 125 125 125 125 125 125 125
Total Capacity MW 250 250 250 250 250 250 250 250 250 250 250
Hours per Day h 24 24 24 24 24 24 24 24 24 24 24

Days 365 365 365 366 365 365 365 366 365 365 183
Total Hours h 8,760 8,760 8,760 8,784 8,760 8,760 8,760 8,784 8,760 8,760 4,380
P90 Scenario (Default Scenario)
Capacity Factor 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0%
Performance Decline 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% 10.0%
Production MWh 624,150 620,865 617,580 615,978 611,010 607,725 604,440 602,802 597,870 594,585 295,650
P50 Scenario
Capacity Factor 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0%
Performance Decline 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% 10.0%
Production MWh 1,144,275 1,138,253 1,132,230 1,129,293 1,120,185 1,114,163 1,108,140 1,105,137 1,096,095 1,090,073 542,025
179 3
Cummulative Production ☀ ʂunspear bank
25.0
20.0
15.0
Millions of MWh
10.0
5.0
‐
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Note: 90% of the estimates exceed the Default Scenario, with the P50 Scenario being the most likely scenario.
180 4
EXHIBIT R-25
ESSTOS UNIVERSITY SUSTAINABLE DEVELOPMENT CENTER

MODERN ELEMENTS OF WIND FARMS
August 31, 2017
Introduction
Wind farm capacity has surged across the world over the last 20 years. A sector that once had
2.53 Gigawatts of capacity collectively throughout the country in 2000 now approaches 115
Gigawatts as of 2020. With this unprecedented growth in the wind energy landscape, the
elements with which each wind farm is equipped varies greatly between locations. Some are
widely viewed as essentials to maintain performance, while others are considered to be optional
add-ons to enhance production. This report details the items that factor into either category.
…
Reactive Compensation Equipment
Reactive Compensation Equipment is a method by which the voltage is stabilized by the addition
of negative or positive current. This greatly helps reduce power losses associated with
transmission from the wind farm by regulating and moderating the alternating current transfer.
Reactive compensation equipment is incredibly use to maintaining the efficiency of the plant, and
is thus generally considered to be an proven supplemental enhancement for modern wind farms.
Painted Blades
Painted blades have recently been studied as a method to reduce avian fatalities. Per a study
recently conducted at Smola wind farm, off the coast of Norway, avian fatalities reduced by 70%
when a blade was painted with black paint. Painting of the blades is thought to reduce the impact
of motion smear, when fast moving objects appear to be blurry, and and birds cannot detect the
blades in motion as a result. While the figure of 70% indicates a significant reduction in deaths,
this is widely thought to be preliminary, as the experiment conducted at Smola only involved eight
turbines in all, four of which were painted. This study is therefore inconclusive and should be
reproduced in different locales and separately confirmed before declaring this to be an effective
measure to reduce avian fatalities.
181
EXHIBIT R-26
Ms. Ali Watts

1825 Drogor Ave.
Pentis City
Esstos
Ref: Final Confirmation-Import License (52-018)

Operator: AGB Construction Enterprises (AGB)
Subject: Request for Import-W4 Coating Solution
13 May 2019
Dear Ms. Watts,
We hereby inform you that your request for an import license has been approved and is enclosed. You
may now coordinate with foreign vendor(s) to purchase and import the requested coating.
Please bear in mind that the license may be revoked in case of any non-compliance with the applicable
import regulations. This serves as a receipt for the import license fees as well.
Date Payment Amount

Applier Import Vendor
Processed Method (USD)
AGB Construction W4 Coating Techwind ACH Wire $150,000
05/13/2019
Enterprises Solution Solutions Transfer
Sincerely,
Sylvia Marane
Secretary
Agency for Import Controls
Westerli Ministry of Commerce
182
EXHIBIT R- 27
Indirect Costs Estimate
Submitted by Taylor Joule, AGB Construction Enterprises

Phone +33 2394 4092 20
Email taylorjoule@agb.com
Address 1825 Drogor Avenue, Pentis City, Esstos
Date 15 October 2017
% of Base Price
Item Amount (USD)
Project Management 2,540,000 1.02%

Administrative 4,820,000 1.93%
Engineering 90,000 0.04%
Vehicles 330,000 0.13%
Insurance 960,000 0.38%
Profit 18,200,000 7.28%

Total $ 26,940,000 10.78%
183
EDEN ECKERT
Phone: +44 0800 2938 84 62 King Street
e.eckert@advisingeconomics.com Melrose, SE04 6QN
Education
PhD Ardana College, Macroeconomics May 2007
MS University of Perapolis, Economics May 2003
BS University of Laurian, Finance May 2001
Advising Economics 2017-Present

Managing Director
Renew Bank 2012-2017

Vice President, Global Markets Division
Senior Manager, Global Markets Division
Focus Economics 2008-2012

Economist
LANGUAGES
Spanish: Intermediate Listener, Novice Speaker, Advanced Reading and Writing
1. Expert testimony (Claimant) in CES v Vietnam, an investment treaty arbitration related

to the change in rules regarding renumeration to solar plants in Vietnam (2020).
2. Expert testimony (Claimant) in Shipley v. Rwanda, an international treaty arbitration

related to changes in regulatory rules governing tariffs of an electricity distribution
company in Rwanda (2019).
3. Expert testimony (Claimant) in Johnson Petrol v. Venezuela, an investment treaty

arbitration related to a crude oil joint venture operating in Venezuela (2019).
www.expertsprofiles.com // The Global Guide on Experts in Arbitration // Printed on 14 May 2021
184
4. Expert testimony (Claimant) in Surrey v. Ecuador, an investment treaty arbitration
related to an expropriation dispute over investments in exploration, production, and
distribution of crude oil in Ecuador (2018).
5. Expert testimony (Claimant) in ElectroRica v. Costa Rica, an investment treaty

arbitration related to a decrease in value to minority stakeholders based on the
expropriation of an electricity distribution operation in Costa Rica (2018).
6. Expert testimony (Claimant) in EcoSolar v. Westerli, an investment treaty arbitration

related to the expropriation of investments in a renewable energy plant in Westerli
(2018).
7. Expert testimony (Claimant) in Constructora del Plata v Suriname, an investment

treaty arbitration related to breaches of an agreement regarding toll road concessions
between an Argentine investor and the government of Suriname (2017).
8. Expert testimony (Claimant) in Thomas Edison Power Corporation v Sierra Leone, an

investment treaty arbitration regarding the seizure of hydrothermal power assets in
Sierra Leone (2017).
www.expertsprofiles.com // The Global Guide on Experts in Arbitration // Printed on 14 May 2021
185
Quantum Expert Report in the Matter of:
Enterprises
by
F. Faraday
PCA Case 2020-60
March 12, 2021
186
Faraday First Report
Table of Contents
I. EXECUTIVE SUMMARY .............................................................................................................................. 3
II. CREDENTIALS .......................................................................................................................................... 5
III. ALLEGED DAMAGES TO TEPC .................................................................................................................... 6
III.1.1 Additional Costs .................................................................................................................... 6
III.1.2 Lost Profits Due to Delay ....................................................................................................... 7
III.1.3 Liability Limitation per EPC Contract .................................................................................... 9
IV. AGB COUNTERCLAIM ............................................................................................................................ 10
IV.1.1 Price Adjustment Based on Formula................................................................................... 10
IV.1.2 Special Coating Requested by TEPC .................................................................................... 12
IV.1.3 Additional Indirect Costs ..................................................................................................... 13
V. DECLARATION ....................................................................................................................................... 15
Confidential 2 March 12, 2021

187
1. I have been asked by Narth Advocats, counsel to AGB Construction Enterprises (AGB) in the
arbitration proceeding against Thomas Edison Power Corporation (TEPC) to comment on
Dr. Eckert’s report dated February 17, 2021 (Eckert Report), and to assess the losses
suffered by TEPC, if any.
2. Dr. Eckert computed damages to TEPC due to costs allegedly incurred by TEPC in painting
the wind turbine blades black, and losses allegedly suffered by TEPC due to a delay in the
start of the project.
3. After reviewing the Eckert Report, I compute zero damages owed to TEPC because, as
instructed by Counsel: (i) painting the wind turbines black was not within the scope of work
of the EPC Contract; (ii) AGB is not solely responsible for the delay given that there were
force majeure events and TEPC itself is partially responsible for the delay; and (iii) given that
the delay is not entirely attributable to AGB, AGB is not responsible for lower revenues
resulting from the change in the feed-in-tariff policy.
4. Additionally, the estimations presented in the Eckert Report are flawed. Regarding the
alleged additional costs, Dr. Eckert relies on the incorrect exchange rate to compute
additional costs allegedly incurred by TEPC and includes VAT. Regarding the alleged delays,
Dr. Eckert relies on speculative assumptions, makes a fundamental error in the computation
of the discount rate resulting in overstated damages, and further overstates losses by
applying an exaggerated update factor.
5. Even if the Tribunal were to decide that AGB was responsible for the delay, I understand
that the EPC Contract limits total liabilities to 100% of the Contract Price ($250 million), and
delay-related liabilities to 15% of the Contract Price ($37.5 million). The Eckert Report does
not account for these caps and assesses liabilities as of February 17, 2021 of over $450
million, including $394 million related to the alleged delay.

188
6. AGB’s counsel has also asked me to value AGB’s counterclaim. AGB’s counsel have
instructed me that, as a result of TEPC’s breach of the EPC Contract, AGB suffered damages
related to:
a. reduced payments resulting from TEPC’s incorrect adjustment of the Contract Price;
b. additional costs incurred by AGB for the special coating requested by TEPC; and,
c. additional costs incurred by AGB due to the one-year delay in the construction
timeframe.
7. Table 1 below summarizes my damages assessment to AGB as of March 2021.
Table 1: Damages Summary to AGB
US$ Millions

Additional Work Requested by TEPC $0.3
Additonal Indirect Costs $8.2
Total Damages as of March 12, 2021 $95.0
Source: Faraday Model (FF-02).

189
II. CREDENTIALS
8. Faraday is a Principal advising in International Arbitration in the Gemini office of Apollo
Economics. Faraday has nearly 15 years of experience as an expert in the valuation and
quantification of damages and evaluation of structured finance transactions. They have
appeared before a variety of forums, including the Permanent Court of Arbitration, the
International Center for Settlement of Investment Disputes, and the International Chamber
of Commerce to offer independent assessments of damages. They also routinely serve as a
consultant to perform economic analysis and advise on contract arrangements.
9. Faraday has been regularly teaching a course on valuation at the University of Ralitz since
2017. Faraday holds an MBA from Watermead Business School. Prior to working at Apollo
Economics, Faraday served as a Senior Economist at the Inter-American Development Bank
and as an Economist at Riverview Economics.
10. Faraday’s Curriculum Vitae is enclosed as FF-01.

190
III. ALLEGED DAMAGES TO TEPC

III.1.1 Additional Costs
11. Eckert claims that TEPC incurred additional costs in finalizing the project. These additional
costs consist, allegedly, of paying other contractors to complete the painting of the wind
turbine blades. This additional work, however, was not part of the scope of the original EPC
Contract, and therefore the costs associated with this work are not the responsibility of
AGB. 1 As such, no damages arise from the costs incurred by TEPC.
12. Furthermore, even if these additional costs were the responsibility of AGB, Eckert makes a
mistake when assessing the damages allegedly suffered by TEPC. Specifically, Dr. Eckert
uses an outdated exchange rate (at 100 local to USD) instead of the market exchange rate
as of the date of the invoice (at 120 local to USD), 2 and includes the 10% VAT. 3 Correcting
these issues reduces Eckert’s assessment of additional costs from $57 million to $42 million
as of February 2021. 4
1
In its correspondence with TEPC, in May 2019, AGB showed TEPC that the impact of blades on avian fatalities is
inconclusive and varies based on bird species and geographies. Moreover, black painted turbine blades are generally
viewed as add-ons in a wind farm and in no way can be considered a standard practice. See Email from Taylor Joule
to Alex Hertz Regarding Painting Blades on May 2, 2019 (R-8).
2
I rely on market exchange rates published by exchange houses as of the date of each invoice. See Faraday Model
(FF-02).
3
The Value Added Tax is recoverable and, thus, cannot be included in damages to TEPC.
4
See Faraday Model (FF-02).

191
III.1.2 Lost Profits Due to Delay
13. I understand the delay in completion of the Wind Farm was not caused by AGB, given that
the parties had agreed on an extension, there were Force Majeure events, 5 and, in fact,
TEPC is itself responsible for the delay. 6
14. With regards to the fixed feed-in-tariff rate paid to TEPC, AGB bears no responsibility over
the price that the Westerli government purchases wind energy produced at the Wind Farm.
15. The delay in completion of the Wind Farm was not caused by AGB, therefore AGB cannot
be held liable for any damages related to the delay (including Westerli’s changes in the
feed-in-tariff rate). 7 As such, no damages to TEPC result from the delay in the completion
of the Wind Farm. Moreover, the EPC Contract limits penalties related to delays to $37.5
million. 8
5
The government of Westerli put in place a series of import restrictions that delayed the purchase of W4 Coating,
an important material used for weather resistant and high-performance coating to be applied to turbine blades.
Additionally, extreme rainfall within the Dorme Province between 2018-2019 significantly set back construction,
specifically preventing the safe transportation of turbines to the site. See Email from Alex Hertz to Taylor Joule
Requesting Special Coating on August 15, 2018 (R-7). See also Dorme Province Total Precipitation by Year Report,
Historical Weather Society (C-16).
6
TEPC failed to make the upfront payment on time, was delayed in obtaining the environmental authorization
permit, and delayed the testing for electrical commissioning. See Third Party Transfer executed from TEPC to AGB
on July 21, 2018 (R-6). See Email from Alex Hertz to Taylor Joule Regarding Status of Permits on September 21, 2018
(R-4); See Final Environmental Permit Application, Environmental Agency for Renewable Energy, 12 June 2020 (C-5).
See Email from Taylor Joule to Alex Hertz Regarding Electrical Commissioning on June 15, 2020 (R-19).
7
Dr. Eckert mentioned that there could be additional damages related to the actual production levels as compared
to the production levels mentioned in the EPC Contract. As was understood when construction began, the output
of a wind turbine is a function of both turbine size and wind speed through the rotor. AGB is not responsible if
weather patterns cause the wind turbine to generate less output. There are no damages related to the production
of the Wind Farm given that AGB complied with the capacity specifications in the EPC Contract, and production is in
line with the Bank Model. See Bank Model P90 Scenario (R-24).
8
If the tribunal were to decide that AGB is responsible for a portion of the delay of less than 150 days, damages
related to the delay would be less than $37.5 million. See EPC Contract, Clause 2.2 (C-1).

192
16. Dr. Eckert’s use of the DCF methodology to assess damages is highly speculative. It relies
on 20-year projections of production based on one year of operation, and also assumes no
changes in the expected tariff despite official statements from the government of Westerli
highlighting the unsustainability of the feed-in-tariff and historical changes in the tariff.
17. The above notwithstanding, Dr. Eckert overstates damages owing to lost profits by
incorrectly computing the discount and update rate.
a. Dr. Eckert computes the WACC for the Wind Farm at 5%, based on a sample of utility
companies in USA. Dr. Eckert’s discount rate is fundamentally flawed. First, it is
inappropriate to use a WACC derived from general operating utility companies to a
new renewable energy project as renewable projects are more risky than operating
utilities. 9 Second, a country risk premium should be included to reflect the differential
risks faced by companies operating in Westerli, compared with a more developed
country such as the US. 10 The relevant WACC for this Wind Farm is at least 10%. 11
b. Furthermore, Dr. Eckert applies the WACC not just to discount future cash flows to
the date of valuation, but also to update historical losses. However, historical cash
flows, such as those of 2020, are not subject to the same uncertainty as future cash
flows as they are not subject to operating risks. As such, a risk-free rate based on a
10-year Treasury note (1.3%) is more appropriate to update historical cash flows.
9
I base the WACC for renewables projects on the same database used by Dr. Eckert. See US WACC Database (EE-
03).
10
2% country risk premium is based on yield of bonds issued by Westerli over US bonds. See Faraday Model (FF-02).
11

193
18. Just applying these corrections to the discount and update factors to Eckert’s speculative
cash flows reduces Eckert’s assessment of lost profits as of February 2021 by over 20%. 12
III.1.3 Liability Limitation per EPC Contract
19. I note that, even if the Tribunal were to decide that AGB was responsible for any damages,
(i) the EPC Contract limits AGB’s liability to $250 million or 100% of the Base Price, and (ii)
delay-related liabilities are limited to $37.5 million or 15% of the Base Price. 13 If the
Tribunal were to find AGB responsible for the delay and additional costs incurred by TEPC,
no additional payments would be due given that the value of the bank guarantee of $100
million kept by TEPC surpasses the contractual damages as shown in Table 2 below.
Table 2: Alleged Damages to TEPC
Damages to TEPC (US$ Millions)

Base Case $0.00
Delay in project completion (including change in FIT) $37.5
Additional costs (net of VAT, corrected exchange rate) $42.4
Maximum Contractual Damages $79.9
12
13
See EPC Contract Clause 2.2 (C-1).

194
IV. AGB COUNTERCLAIM

20. AGB’s counsel have instructed me that, as a result of TEPC’s breach of the EPC Contract,
AGB suffered damages related to:
a. Reduced payments by TEPC given its incorrect adjustment of the Contract Price.
b. Additional Costs incurred by AGB related to the special coating requested by TEPC.
c. Additional Costs incurred by AGB due to delays (including indirect costs that are not
compensated through the contractual formula).
21. I detail my computation of damages as a result of these issues in the following sections.
IV.1.1 Price Adjustment Based on Formula
22. AGB agreed to build the Wind Farm in exchange for payment, which was based on a fixed
price set in the EPC Contract (the Contract Price) and adjusted by inflation. The price
adjustment due to inflation is calculated on the date of either payment or termination. 14
Such formulas are standard in EPC contracts to account for the time taken between the
execution of the contract and the ultimate time of payment.
23. According to the EPC Contract, the payment price is adjusted based on a weighted average
between an international inflation index and a local inflation index. This reflects that the
EPC Contractor incurs costs both locally and internationally. As stated in the EPC Contract,
“[t]he Base Price shall be multiplied by, 60% of the change in Esstos CPI plus 40% of the
change in Westerli CPI.” 15
14
15

195
24. In the EPC Contract, however, there is a typo in the formula in which the base price is first
multiplied by the international factor (for which Esstos inflation is used) and then the local
factor is added separately, as shown below: 16
𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡2021 𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡2021

𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 = 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵 𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 × �60% × 2018 � + �40% × 2018 �
25. The formula shown in the EPC Contract is inconsistent with the text of the EPC Contract,
and it implies a decrease in the payment to AGB when the costs incurred by AGB increase
by inflation. From an economic perspective this does not make sense, as the aim of such
adjustment mechanisms is to compensate the contractor for increases in costs faced
between the date of the contract and the date of payment.
26. The price should be computed by first computing the weighted average of inflation, and
then adjusting the base price. This formula correctly compensates AGB for increases in
costs. The corrected price adjustment formula is shown below: 17
𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡2021 𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊𝑊 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡2021

𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 = 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵 𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 × ��60% × 2018 � + �40% × 2018 ��
27. Table 3 summarizes the corrected application of the price adjustment formula. I update
damages to March 12, 2021 using the risk-free rate from the date of each incorrect payment
to March 2021.
16
17
See Surrey Wind Farm Engineering, Procurement and Construction Contract. 17 August 2014 (R-22).

196
Table 3: Damages Related to Price Adjustment
US$ Millions
Base Price [a] $250.0

Adjustment Factor per Contract Formula [b] 0.69
Price Using Contract Formula [c] = [a] * [b] $172.2
Corrected Adjustment Factor [d] 1.02
Price Using Contract Formula [e] = [a] * [d] $254.2
Damages [f] = [e] - [c] $82.0
Damages as of March 12, 2021 $86.5
IV.1.2 Special Coating Requested by TEPC
28. AGB sourced additional materials that were not compensated by TEPC. This involved the
importing of a special weather-resistant coating at the insistence of TEPC. While the EPC
Contract does not specify the application of any coating, AGB accounts for the use of a
traditional coating to every turbine project. However, the W4 coating solution requested
is used in highly specialized settings and would not qualify as a traditional coating.
Additionally, to obtain this coating product, AGB was tasked with circumventing an
embargo on imports from Genovia, as local alternatives did not meet the required standard.
The procurement of an import license during this embargo carried an additional fee and
amounted to $150,000 in total. 18
29. The cost of purchasing and importing the weather-resistant coating amounted to $150,000,
which was not included in the EPC Contract price and TEPC has not paid. 19
18
See Sylvia Marane, Receipt- Import License. Agency for Import Controls, Ministry of Commerce, 23 September
2019 (R-26).
19
See Techwind Solutions, Invoice for Coating Solution W4-00345,16 May 2019 (R-9).

197
30. In Table 5 below, I summarize the invoices showing the cost of this additional work
requested by TEPC, updated to March 2021 at the risk-free rate to account for the time
value of money.
Table 4: Additional Work Requested by TEPC
00345 May 16, 2019 Weather-Resistant Coating $0.15

52-018 September 23, 2019 Import License $0.15
Total $0.30
Total as of March 12, 2021 $0.31
IV.1.3 Additional Indirect Costs
31. Due to the delay in completion of the project, AGB incurred an additional year’s worth of
indirect costs. These indirect costs include salaries, equipment rental and vehicle rental.
32. These additional costs have not been compensated by TEPC as the EPC Contract does not
include an adjustment for costs incurred due to a delay in the project timeline. Indirect
costs for AGB’s additional work should be calculated as agreed by the parties. 20
33. In Table 6 below, I summarize the additional indirect costs incurred by AGB as a result of
the delay in the completion of the project. These costs have been updated to March 2021
at the risk-free rate to account for the time value of money.
20
See Email from Taylor Joule to Alex Hertz Requesting Coverage of Indirect Costs on 3 July 2019 (R-23).

198
Table 5: Additional Indirect Costs
US$
Project Management [a] $2,540,000

Administrative [b] $4,820,000
Engineering [c] $90,000
Vehicles [d] $330,000
Insurance [e] $960,000
Indirect Costs Included in Contractual Price [f] = sum ([a]:[e]) $8,740,000
Number of Days per EPC Contract [g] 400

Daily Indirect Costs per EPC Contract [h] = [f] / [g] $21,850
Additional Number of Days for Completion [i] 366
Total [j] = [h] × [i] $7,997,100
Total as of March 12, 2021 $8,181,109

199
V. DECLARATION
I declare that:
tribunal decide the issues in respect of which expert evidence is adduced. I have
which has not been influenced by the pressures of the dispute resolution process or
by any party to the arbitration.
c. I confirm that all matters upon which I have expressed an opinion are within my area
of expertise.
d. I confirm that I have referred to all matters which I regard as relevant to the opinions
I have expressed and have drawn to the attention of the arbitral tribunal all matters,
of which I am aware, which might adversely affect my opinion.
f. I confirm that I have not worked on nor am I actively working on any other matters
involving Respondent other than the subject matter of this arbitration.
g. I confirm that, at the time of providing this written opinion, I consider it to be

complete and accurate and constitute my true, professional opinion.
_______________________
F. Faraday

200
FF-01
FRAN FARADAY
31 ST. JOHN’S ROAD, GEMINI SW59 7AB
+44 0800.7231.93
FRAN.FARADAY@APOLLOECONOMICS.COM
Fran Faraday is a Principal advising in International Arbitration in the Gemini office of Apollo
Economics. Faraday has nearly 15 years of experience as an expert in the valuation and
quantification of damages and evaluation of structured finance transactions. They have appeared
before a variety of forums, including the Permanent Court of Arbitration, the International Center
for Settlement of Investment Disputes, and the International Chamber of Commerce to offer
independent assessments of damages.
Faraday particularly specializes in the arena of electricity assets and has regularly provided
assessments for disputes concerning electricity contracts around the world. They also routinely
serve as a consultant to perform economic analysis and advise on contract arrangements. They have
also been retained recently for a host of international arbitration cases regarding changes to
electricity contracts put forth by the Spanish government.
Faraday has been regularly teaching a course on valuation at the University of Ralitz since 2017.
Faraday holds an MBA from Watermead Business School, and prior to working at Apollo Economics,
they served as a Senior Economist at the Inter-American Development Bank and as an Economist at
Riverview Economics.
Education
MBA Watermead Business School, Financial Economics May 2002
BS Wantham College, Economics May 1997
Apollo Economics 2012-Present

Principal
Vice President
Inter-American Development Bank 2008-2011

Senior Economist, Regulatory Affairs
Riverview Economics 2005-2007

Economist
AGB Construction Enterprises 2003-2005

Junior Economist
LANGUAGES
Faraday - 1
201
FF-01
1. 2020 Electricity: Expert testimony (Claimant) in an investment treaty arbitration related to

the expropriation of electricity distribution assets in Guatemala.
2. 2020 Natural Gas: Expert testimony (Defendant) in an investment treaty arbitration related
to export restrictions for an LNG plant in Argentina.
3. 2019 Mining: Expert testimony (Claimant) in Smith-Wessex v. Paraguay, an international

treaty arbitration related to the expropriation of concession rights in the exploitation of a
zinc project in Paraguay.
4. 2018 Electricity: Expert testimony (Claimant) in an investment treaty arbitration related to a

dispute over the terms of a power purchase agreement between shareholders in Bolivia.
5. 2018 Crude Oil: Expert testimony (Defendant) in Johnson vs. Nigeria, an investment treaty
arbitration regarding transportation facilities for hydrocarbon products in Nigeria.
6. 2017 Electricity: Expert testimony (Claimant) in an investment treaty arbitration related to

the breach of a power purchase agreement contract of an electricity generator in Chile.
7. 2015 Electricity: Expert testimony (Claimant) in an investment treaty arbitration regarding

the efficiency of a private electricity distributor in the Czech Republic.
Faraday - 2
202
Updated Quantum Expert Report in the Matter of:
Enterprises
by
F. Faraday
PCA Case 2020-60
May 19, 2021
203
Faraday Second Report
Table of Contents
I. EXECUTIVE SUMMARY .............................................................................................................................. 3
II. TEPC ALLEGED DAMAGES ........................................................................................................................ 5
II.1 Assessment of Additional Costs Incurred by TEPC........................................................................ 5
II.1.1 Painting Turbine Blades Was Optional.................................................................................. 5
II.2 Assessment of Lost Profits Associated with the Delay ................................................................. 6
II.2.1 The Delay Was Not Attributable to AGB ............................................................................... 6
II.2.2 DCF Methodology ................................................................................................................. 6
II.2.3 Limitation of Liability............................................................................................................. 8
III. COUNTERCLAIM ...................................................................................................................................... 9
III.1 Incorrect Pricing Adjustment Formula Used for Payment ............................................................ 9
III.2 Additional Work Completed by AGB at TEPC’s Request (Coating) ............................................. 10
III.3 Indirect Expenses Incurred by AGB ............................................................................................. 11
III.4 Reimbursement of Guarantee Executed By AGB ........................................................................ 12
IV. DAMAGES SUMMARY ............................................................................................................................. 14
V. DECLARATION ....................................................................................................................................... 15
Confidential 2 May 19, 2021

204
1. Narth Advocats, counsel to AGB Construction Enterprises (AGB) in its arbitration
proceedings against Thomas Edison Power Corporation (TEPC), have asked me to comment
on the claims lodged by TEPC and the criticisms levied against my counterclaim analysis by
Eden Eckert in the report dated April 16, 2021 (Eckert Second Report).
2. In the Eckert Second Report, Dr. Eckert updates the damages assessment to TEPC
comprised of $51.1 million of additional costs involved in painting the wind turbine blades,
and $396.7 million of lost profits due to delay. Dr. Eckert’s damages assessment of close to
$450.0 million are well above the contractual limitations of liability.
3. After examining the Eckert Second Report and relevant evidence, I maintain that TEPC
independently commissioned the turbine blade painting as an addition to the EPC Contract,
disregarded its role in project delays, and incorrectly attributed responsibility to AGB for
the lowered feed-in-tariff rate. For these reasons, I do not assign any value to the damages
claims brought forth by TEPC.
4. Dr. Eckert dismisses the claims shared in my First Report, where I computed damages owed
to AGB for the additional work taken on by AGB at TEPC’s request, as well as an incorrect
application of the pricing adjustment formula.
5. I have reviewed Dr. Eckert’s response to the counterclaim I evaluated in my First Report.
After review of Dr. Eckert’s arguments, I maintain my assessment that AGB suffered
damages related to insufficient payment for the services rendered. These damages relate
to four separate actions:
a. Incorrect use of the Contract Price adjustment formula to calculate payments to

AGB.

205
b. Outstanding payment owed for requested procurement and application of W4

coating.
c. Additional indirect costs incurred by AGB due to delays.
d. Incorrect execution of the Bank Guarantee provided by AGB. 1
6. Table 1 below summarizes my damages assessment to AGB as of May 19, 2021.
Table 1: Damages Summary to AGB
US$ Millions
Source: Faraday Updated Valuation Model (FF-03)
1
For completeness, I include the updated value of the Bank Guarantee as part of damages, which was incorrectly
executed by TEPC.

206
II. TEPC ALLEGED DAMAGES
II.1 ASSESSMENT OF ADDITIONAL COSTS INCURRED BY TEPC
II.1.1 Painting Turbine Blades Was Optional
7. In my initial report, I refuted claims brought forth in the Eckert First Report that the
additional work cited for a portion of damages was required as part of the scope of work.
After re-assessing this claim in light of the updated report offered by Dr. Eckert, I stand by
my initial response in rejecting the case for damages stemming from the additional work
conducted by TEPC. Thus, I do not compute damages to TEPC for this additional work as
part of my damage assessment.
8. I note that Dr. Eckert has updated the assessment of additional costs incurred to account
for the 10% VAT rate applicable to the sale of all goods or services in Westerli, which is
recoverable and thus cannot be included in damages to TEPC. Accounting for VAT reduces
Dr. Eckert’s assessment of damages due to additional costs from $56.7 million to $51.1
million as of April 2021.
9. Dr. Eckert proposes an exchange rate at 100 local to USD to calculate damages. I counter
Dr. Eckert’s claim and maintain that the market exchange rate as of the date of the invoice
(at 120 local to USD) is the most appropriate rate to utilize given the accuracy of the
exchange rate to the transaction. Dr. Eckert’s use of an outdated exchange rate (at 100
local to USD) is inappropriate to understand the updated cost in dollar terms for the five
invoices. Applying the correct foreign exchange rate, as described above, further reduces
Dr. Eckert’s assessment to $42.4 million as of April 2021.

207
II.2 ASSESSMENT OF LOST PROFITS ASSOCIATED WITH THE DELAY
II.2.1 The Delay Was Not Attributable to AGB
10. Dr. Eckert maintains that part of the additional damages due to TEPC are based on the loss
in value resulting from the delay in the beginning of production of the Wind Farm.
Dr. Eckert calculates damages based on a one-year delay for completion of the Wind Farm
and lost profits stemming from the change in the feed-in-tariff. Dr. Eckert assumes that
TEPC has no role in the postponement, while attributing all delays to AGB.
11. Dr. Eckert’s assessment continues to ignore the extension to the deadline agreed to by both
parties, TEPC’s own delays, and force majeure events.
12. The EPC Contract notes that any delay caused by TEPC does not result in penalties being
levied upon AGB. 2 Therefore, the role of TEPC in each of the setbacks nullifies the
requested damages for the additional year it took to complete the project, including
damages related to the reduced feed-in-tariff (if any). If the Tribunal determines that any
delay is attributed to AGB, the delay would be less than one year because TEPC’s actions
partially contributed to the delay (i.e., AGB was not responsible for the full one-year delay),
and therefore lost profits attributed to AGB due to the delay must be lower than the
amount assessed by Dr. Eckert.
II.2.2 DCF Methodology
13. After carefully reviewing the Eckert Second Report, I contend that while renewable energy
does comprise a portion of the energy profile in USA, it is inappropriate to use a weighted
average cost of capital (WACC) derived from general operating utility companies for a new
renewable energy project because the largest companies in the samples are large utilities
2
See EPC Contract- Clause 2.3 (C-1).

208
operating under a framework that ensures a rate of return for providing public services such
as electricity, water, sewerage, and thus, the sample does not reflect the specific risks
associated with generating renewable energy, nor the risk associated to a new pre-
operational project. I instead rely on the specific category for renewable projects, which is
composed of companies comparable to TEPC and better reflects the risk of this type of
business.
14. Dr. Eckert also argues that a provider of energy to the domestic market is not subject to the
same inherent risks faced by companies operating in Westerli across other industries, and
therefore the application of a country risk premium is inappropriate. This argument is
flawed as a country risk premium must be included to reflect the differential risks faced by
companies operating in Westerli, as opposed to companies in more developed markets.
Renewable projects in Westerli are still exposed to higher risks than similar projects in the
US, such as labor unrest, taxation risk, infrastructure issues, etc. As such, the WACC used
in Dr. Eckert’s assessment of damages should be based on the renewable energy sector and
include a premium to account for the investment risks associated with operating in
Westerli. Thus, the relevant WACC for this Wind Farm is 10%.
15. In addition, as stated in my First Report, Dr. Eckert wrongly applies the WACC not just to
discount future cash flows to the date of valuation, but also to update historical losses.
Dr. Eckert argues that the WACC is the most appropriate rate to update historical cash flows
because it measures the cost of funding the business. This is incorrect because historical
cash flows are known with certainty, and are thus not subject to the same uncertainty as
future cash flows and therefore should not be updated at the same rate used to discount
less certain future cash flows.
16. Finally, Dr. Eckert justifies the 20-year projections of the expected and actual production
based on one year of operation arguing that, under the FIT regime, production and
cashflows are very reliable. This is a fallacy given that it is possible for the Westerli

209
Government to modify the FIT in the future, as has already been seen in other countries
with similar regimes. Dr. Eckert’s approach also ignores that production depends mainly
on the wind volumes and other factors, which is could vary from year to year.
II.2.3 Limitation of Liability
17. Dr. Eckert does not apply the limitation of liability caps based on the alleged instructions
received from TEPC’s Counsel. I note that Dr. Eckert’s position is not based on the EPC
Contract or any economic explanation. Nothing in the EPC Contract suggests that the cap
does not apply to loss of profits. As an economic expert, having analyzed dozens of
construction projects, I can confirm that this interpretation is the only reasonable one from,
an economic perspective, as there is no economic rationale to distinguish between
damages from lost profits and other forms of damages. When entering the EPC Contract,
AGB reached its decision after considering the expected risk (capped by the limited liability
contractual clause) compared to the expected reward (the contractual price). It follows
that if AGB would have expected to face a higher risk, it would not have entered into the
EPC Contract unless the price is also increased.

210
III. COUNTERCLAIM
18. While Dr. Eckert dismisses the merits of all damages owed to AGB, I have analyzed each
portion below and calculate $196.0 million in damages owed to AGB, updated to May 19,
2021.
III.1 INCORRECT PRICING ADJUSTMENT FORMULA USED FOR PAYMENT
19. TEPC argues for the use of the formula displayed in the EPC Contract solely based on
historical precedent from previous contracts. While Dr. Eckert claims that the contract
approval from both parties should validate this formula, the same could be said for the
textual interpretation of the formula, which is in direct contrast to the numerical formula
displayed.
20. To summarize the standard payment process common to contracts, the Base Price is
multiplied by an inflation factor to reflect the updated value of payment over time. 3 Per
the EPC Contract, the inflation factor is derived based on a weighted average between the
international and local inflation indices. 4 To arrive at the inflation factor, thus, both
inflation indices should be added first applying their respective weight. Instead, the formula
displayed implies a 32.3% reduction in the Contract Price even when inflation was over 2%.
21. Figure 1 below shows the Base Price, as well as the Contract Price using the incorrect
contract formula and the corrected contract formula. I calculate damages of $86.9 million
based on the disparity between the two interpretations of the formula, updated to May 19,
2021.
3
See Surrey Wind Farm EPC Contract (R-22).
4
See EPC Contract-Clause 9.2 (C-1).

211
Figure 1: Corrected Price Adjustment

$300
$250 Applying corrected

$250M inflation adjustment $254M
$200
Millions
$150 $172M
Applying incorrect
inflation adjustment
$100
$50
$0
Base Price Contract Pricing
Source: Faraday Updated Valuation Model (FF-03).
III.2 ADDITIONAL WORK COMPLETED BY AGB AT TEPC’S REQUEST (COATING)
22. TEPC claims that all materials sourced by AGB fall within the scope of the EPC Contract and
are accounted for by payments already completed. While the EPC Contract provides a
broad scope to the construction process, it fails to account for the weather-resistant coating
that was imported by AGB at TEPC’s request. The coating was sourced exclusively at the
owner’s request and falls outside of the terms outlined in the EPC Contract. The
corresponding payment of $0.31 million, updated to May 19, 2021, from the two invoices
shared below, remains unfulfilled and is added to the existing total of damages owed to
AGB. 5
5
See Techwind Solutions- Invoice $150,000, 16 May 2019 (R-9).

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Table 2: Additional Work Requested by TEPC

Invoice No. Date Description US$ Millions
00345 May 16, 2019 Weather-Resistant Coating $0.15
52-018 May 13, 2019 Import License $0.15
Total $0.30
Total as of May 19, 2021 $0.31
III.3 INDIRECT EXPENSES INCURRED BY AGB
23. Delaying completion of the Wind Farm has also tasked AGB with indirect expenses related
to maintaining operations for the duration of the delay, which have not been accounted for
within the payment as established within the EPC Contract.
24. Dr. Eckert asserts that I have not provided any evidence that AGB has incurred any
additional damages resulting from the indirect costs incurred due to the delay. The
reasonability of my results, however, is demonstrated by AGB’s income statements for
2017-2020. Per the income statements, the sum of salaries plus general and administrative
costs increased by over $8 million in 2018, and remained flat in 2019 and 2020 (i.e., AGB’s
costs increased at the start of the project, and remained at their increased levels through
to 2020). 6 This shows that AGB continued to incur indirect costs due to the one-year delay.
Moreover, AGB had presented TEPC ahead of time with an initial ex-ante estimate
regarding the indirect costs it expected to incur for the delay, which was predicated upon
the daily average of indirect costs expected to be incurred by AGB during the duration of
the EPC Contract, implying $21,850 in indirect costs per day. 7
6
See AGB Income Statement. Esstos: AGB Enterprises, 2021 (FF-04).
7
See Email from Ali Watts to Tristan Toepler Discussing Coverage of Indirect Costs, 3 July 2019 (R-23).

213
25. Dr. Eckert also criticizes my interest calculation by stating that I inflate damages by
calculating interest since December 2019. Dr. Eckert, however, is incorrect. Given that
indirect expenses are incurred throughout the year, interest should apply from the moment
they are incurred. Given that some expenses are incurred as early as July 2019 and other
expenses are incurred as late as June 2020, it is reasonable to apply interest from mid-
period. The end result is comparable to applying interest from the date each expense was
incurred.
26. Table 3 below summarizes the indirect costs related to the year-long delay, this total has
not been paid by TEPC.
Table 3: Additional Indirect Costs
US$
Project Management [a] $2,540,000

Administrative [b] $4,820,000
Engineering [c] $90,000
Vehicles [d] $330,000
Insurance [e] $960,000
Indirect Costs Included in Contractual Price [f] = sum([a]:[e]) $8,740,000
Number of Days per Contract [g] 400

Daily Indirect Costs per Contract [h] = [f]/[g] $21,850
Additional Number of Days for Completion [i] 366
Total [j] = [h]*[i] $7,997,100
Total as of May 19, 2021 $8,210,210
III.4 REIMBURSEMENT OF GUARANTEE EXECUTED BY AGB
27. As outlined earlier the additional work conducted by TEPC in painting the blades black was
outside of the scope of EPC Contract, and TEPC and force majeure events contributed to

214
the delays associated with completion of the Dorme Wind Farm. As of the date of this
report, it has not been proven that AGB is responsible for any damages. TEPC, however,
notified AGB of the full execution of the guarantee of $100 million on July 13, 2020. For
AGB to be made whole again, the value of the guarantee must also be reimbursed. As of
May 19, 2021, the value of the guarantee executed by TEPC is $100.5 million, updated at
the risk-free rate from the date TEPC incorrectly executed the guarantee until May 19, 2021.

215
IV. DAMAGES SUMMARY

28. I do not find any grounds for damages owed to TEPC by AGB. I examine each component
individually in the report and do not compute damages for TEPC.
29. I maintain that AGB has suffered damages related to the incomplete payment it has
received for the services rendered. These damages involve the incorrect application of the
pricing adjustment formula, failure to pay for additional materials requested, dismissal of
indirect costs incurred by AGB during the delay in construction, and the wrongful execution
of the guarantee executed by TEPC.
30. Table 4 below summarizes the damages to AGB as of May 19, 2021.
Table 4: Damages Summary
US$ Millions

216
V. DECLARATION
31. I declare that:
a. I confirm that I am fully independent from the Parties, Counsel, and members of the
Tribunal.
b. I understand that my duty in giving evidence in this arbitration is to assist the arbitral
c. I confirm that this is my own, impartial, objective, unbiased opinion which has not
been influenced by the pressures of the dispute resolution process or by any party to
the arbitration.
d. I confirm that all matters upon which I have expressed an opinion are within my area
of expertise.
e. I confirm that I have referred to all matters which I regard as relevant to the opinions
I have expressed and have drawn to the attention of the arbitral tribunal to all
matters, of which I am aware, which might adversely affect my opinion.
f. I confirm that, at the time of providing this written opinion, I consider it to be

complete and accurate and constitute my true, professional opinion, according to my
genuine beliefs.
_______________________
F. Faraday

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1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Witness Statement of Taylor Joule
13 March 2021
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1. My name is Taylor Joule. I live in 2323 Thrones Avenue, Pentis City, Esstos. I make this
statement in support of AGB Construction Enterprises (“AGB”) in the arbitration between AGB
and Thomas Edison Power Company (“TEPC”). This statement is true and correct to the best
of my knowledge, information, and belief.
2. In this statement, I discuss several contracts disputes between AGB and TEPC in connection with
an Engineering, Procurement, and Construction Agreement signed by them on 27 May 2018 (the
“EPC Contract”). I have been asked to provide information regarding four specific disputes
under the EPC Contract: (i) the Parties understanding regarding the completion date, (ii) the
delays related to the upfront payment, the coating, and the final environmental authorization, (iii)
the extension agreed by the Parties, and (iv) TEPC’s request about the black blades.
3. During the preparation of my statement, I had meetings with the AGB attorneys, who helped me
draft this document. I also had opportunity to analyze the documentation submitted by TEPC in
the arbitration, including Alex Hertz’s and Tristan Toepler’s statements.
A. EDUCATION AND PROFESSIONAL BACKGROUND
4. I am the Commercial Manager at AGB for all international projects. I have a degree in
International Business from Esstos University, with a focus on the energy sector, and started my
position at AGB in February of 2014. Prior to the project at issue, I had been involved in over
ten similar wind farm construction projects.
5. I was responsible for presenting AGB’s bid to TEPC for the Dorme Wind Farm project and
subsequently negotiated the EPC Contract. After the agreement was signed on 27 May 2018, I
continued to oversee the project until its completion on 1 July 2020.
B. THE PARTIES’ UNDERSTANDING REGARDING THE COMPLETION DATE
6. Part of my job is to look for global tender opportunities. AGB was looking to expand further into
Westerli, where we had never operated previously. In mid-2017, I found a posting by TEPC
inviting bids for a wind farm in Dorme Province, Westerli. We began putting together a proposal
immediately. We submitted the proposal in October of that year, and it was accepted two months
later.
7. The proposal as accepted by TEPC was for completion in 500 days, which was a tight turnaround
time and certainly far shorter than any other bid they received. Nevertheless, when I began
negotiating the EPC Contract with Alex Hertz, the Commercial Manager at TEPC, they expressed
that TEPC needed the project to be operational as fast as possible. We discussed the deadline
extensively, and I told Alex that AGB had completed many projects on similarly tight schedules
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before and that we might be able to shave some time off of our initial proposal, barring any delays
caused by external factors or any delays on TEPC’s side.
8. In early March 2018, Alex e-mailed me proposing a 400-day final completion date, which was
100 days shorter than our initial proposal. I was shocked by such a significant cut to the deadline,
since I had only been expecting it to change by a few weeks. I also did not understand the rush,
considering that Alex had mentioned several times that TEPC had until early 2020 to start
operating the wind farm. What Alex’s witness statement does not mention is that we accepted
the 400-day deadline based on their assurances that Westerli had a friendly regulatory
environment, and that in any event TEPC would be very flexible if factors beyond AGB’s control
delayed the deadline.
C. TEPC’S DELAYS
9. Alex’s account of the facts surrounding the delays is misleading. From the moment the EPC
Contract was signed, the project began suffering delays, but not due to AGB’s fault. In what
follows, I will refer only to the delays related to the upfront payment, the coating, and the final
environmental authorization. There were other delays that Ali Watts, our Chief of Works, knows
about and can better explain.
1. TEPC’s Delay in Making the Upfront Payment
10. The 400-day deadline began to run from the day of signing, but AGB was unable to break ground
for an entire month. This delay was caused by TEPC’s refusal to accept the guarantee we
provided and make the first upfront payment.
11. Only when I reached out to Alex to ask what was holding up the sign-off on the guarantee, they
informed that it did not meet TEPC’s corporate standards and did not match the template provided
in the EPC Contract. I was surprised that TEPC was being so formalistic about the guarantee
because we had clearly agreed that the template was just a template, it was not mandatory. It
seemed to me that TEPC was not really interested in progressing as fast as possible because the
draft guarantee agreement we had sent was standard and nearly the same as the template. Because
of TEPC’s attitude, we were forced to renegotiate the terms of the guarantee with the financial
institution, so as to include the requested amendments and avoid further delays. We submitted
the new version within a week, and TEPC’s took ten additional days to make the upfront payment,
despite we had acceded to all their requests.
2. The Delays Caused by TEPC’s Coating Request
12. In August 2018, a few months into the construction of the project, TEPC sent a product
specification sheet for a highly sophisticated coating that would supposedly protect the blades
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from ice accretion and corrosion from salt, sand, and other airborne particulates. This type of
coating was far more elaborate than the standard coating usually applied to wind turbines. In fact,
we had never been asked for this type of material in any of our other projects, nor had our
engineering team ever heard of such a specialized protective coating. I let Alex know that this
was an additional work that had not been contracted for, nor contemplated in our budget, but that
we would move ahead with sourcing it to save time. Alex never followed up with me on this
issue.
13. Given how long TEPC had waited to request this additional feature, we were already pressed for
time to place an order. To make matters worse, this type of coating did not seem to exist. We
conducted extensive research to no avail, since none of the coatings we found met all of TEPC’s
overly stringent specifications. I found it strange that TEPC did not suggest any supplier for such
a specific product. By October 2018, we were inclined to commission the custom coating from
one of our usual suppliers in Esstos. However, because they had never produced such a solution,
they could not guarantee its efficacy, and they estimated a lead time which we considered
unworkable given our time constraints. Finally, in December 2018 we found a little-known
company in Genovia called Techwind Solutions that was the only manufacturer of a novel de-
icing coating that also met TEPC’s other specifications.
14. Unfortunately, due to the economic sanctions imposed by Westerli against Genovia, we could
not order the coating until we obtained a special import license from Westerli’s Office of Foreign
Assets Control. The application process for a special import license is extremely arduous and
requires showing that granting the license will benefit Westerli’s public interests. I approached
Alex about having TEPC process the application, since it would more easily be able to make the
case for the benefit to Westerli as a government contractor. I had also expressed to them in the
past, and they had agreed, that TEPC’s expertise in Westerli’s regulatory regime would help
move things along. In light of this, I was surprised when Alex informed me that they possessed
no expertise in import regulations, and in any case, processing import permits was not part of
their role in the project. This was far from the kind of good faith cooperation we expected from
them, particularly bearing in mind TEPC’s assurances that Westerli had a friendly regulatory
environment, and that that the deadline was conditioned to the absence of external factors.
15. After many months of back and forth with the Office of Foreign Assets Control, AGB was issued
a special import license in mid-May 2019 and immediately placed the order for the coating with
Techwind. Between production of the coating, shipping time, and the red tape involved in
nationalizing the shipment, it took approximately four more months to receive the coating. This
set us back significantly.
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3. TEPC’s Delays in Obtaining the Final Environmental Authorization
16. TEPC was in charge of applying for permits and authorizations issued by governmental
authorities. The environmental authorization was the most important permit because AGB’s work
dependent on that. The authorizations had to be obtained before 1 July 2019. However, it was
issued a year later, on 12 June 2020.
D. THE EXTENSION AGREED BY THE PARTIES
17. Because of all the circumstances delaying our progress, I reached out to Alex to discuss a new
final completion date. During a teleconference in May 2019, Alex and TEPC’s Chief of
Operations, Tristan Toepler, were very receptive and understanding of the situation and agreed
to give us an extension. Because at that point it was difficult for us to quantify how much the
weather and other factors had set us back, a specific final completion date was not agreed upon.
However, there was no doubt that they had acquiesced to a later deadline, and the logical
implication was that TEPC would not enforce the penalty.
18. Everything went smoothly until the end of 2019, when the Government of Westerli decided to
reduce the fixed tariff by 25% for projects starting operations from January 2020 onwards. TEPC
had estimated that this would not happen until early 2020, and their estimations failed. From that
moment on, the relationship with TEPC was no longer the same. TEPC became inflexible and
began demanding work progress reports.
19. The project was completed on 1 July 2020, at which point we gave TEPC possession of the
Dorme Wind Farm. Two days later, after inspecting the facility, they issued the Certificate of
Completion, thereby discharging our contractual obligations.
20. On 13 July 2020, before we had sent our final invoice, we were blindsided by a letter from TEPC
notifying us of their decision to enforce the penalty clause of the EPC Contract, as if our extension
agreement never existed. I immediately reached out to Alex, who informed me that TEPC would
be deducting the penalties from the contractual guarantee.
21. During the following months we discussed the penalty issue extensively and tried to find an
amicable solution, but tensions continued to rise. Towards the end of 2020 it became clear that
the situation was irreparable. I always had the feeling that TEPC started fabricating this claim at
the end of 2019 to use AGB as a scapegoat and try to make up for the losses caused by their
misestimations.
E. BLACK BLADES
22. Alex’s statement regarding the black blades does not conform to the facts or what was agreed by
the Parties. We discussed this issue during the negotiations of the EPC Agreement, and we
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decided not to paint the blades black. We only agreed to include a reference to it in a footnote in
Annex B of the EPC Contract, stating that this approach would be taken only if it were advisable.
23. In April 2019, once construction was well under way, TEPC inquired about the possibility of
painting one blade black, in order to show the Ministry of Environmental Protection that it was
taking steps towards the protection of the local bird populations. However, the Government of
Westerli never requested the blades to be painted black. TEPC simply wanted to impress the
Ministry of Environmental Protection in a feeble attempt to obtain the environmental
authorization.
24. According to our construction and engineering team, TEPC’s proposal was also ineffective and
could even generate problems with local communities. We could not afford incurring in extra
work and costs for a feature that was not agreed by the Parties, not required by the government,
and ineffective, just because TEPC wanted to impress the authorities. TEPC agreed and never
insisted. TEPC even accepted possession of the Dorme Wind Farm and issued the final
completion certificate. So, I still cannot understand why they are making these claims now.
Taylor Joule
Taylor Joule
Commercial Manager
223
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1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Witness Statement of Ali Watts
13 March 2021
224
RWS-2
1. My name is Ali Watts. I live in 456 Games, Pentis City, Esstos. I make this statement in support
of AGB Construction Enterprises (“AGB”) in the arbitration between AGB and Thomas Edison
Power Company (“TEPC”). This statement is true and correct to the best of my knowledge,
information, and belief.
2. In this statement, I discuss several contracts disputes between AGB and TEPC in connection with
an Engineering, Procurement, and Construction Agreement signed by them on 27 May 2018 (the
“EPC Contract”). I have been asked to provide information regarding specific disputes under
the EPC Contract, related to the completion date and the delay of the project.
the arbitration, including Alex Hertz and Tristan Toepler’s statements.
A. EDUCATION AND PROFESSIONAL BACKGROUND
4. I am Chief of Works at AGB. I have a degree in Environmental Engineering, with a focus on

Construction Management from the City of Pentis University and a master’s degree in
Environmental Engineering from the University of Esstos.
5. I was hired by AGB when I earned my master’s degree in 2010. I began as a Junior Project
Manager from 2010 to 2014, then as Vice President of Project Management from 2014 to 2016,
and finally in my current position as Chief of Works in 2016. I participated in the negotiations of
the EPC Contract, assisting Taylor Joule, our Commercial Manager, with the technical aspects
of the project.
6. As Chief of Works, I oversaw the design, construction, and compliance regulations of the Dorme
Wind Farm from the onset of the project. My responsibilities included supervising the design and
construction teams, signing-off on orders for equipment, ensuring work was performed according
to quality standards and safety regulations, overseeing the work site, and communicating with
TEPC’s Chief of Operations, Tristan Toepler.
B. THE COMPLETION DATE
7. TEPC’s tender offer contemplated a maximum of 600 days to reach the completion date. AGB
was interested in expanding into Westerli, so after thoughtful consideration and extensive
discussions with Taylor and the team, we decided to submit an aggressive offer of 500 days to
win the bid. The strategy worked out because TEPC ended up awarding us the contract.
8. Right after winning the bid, Tristan contacted me and requested a shorter deadline. I was shocked
because the EPC Contract had not yet been signed and TEPC already wanted to change the rules
of the game, and because they were expecting a 100-day reduction. One thing is to reduce a
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deadline one or two weeks, and quite another is to reduce it 100 days. For any construction
project, 100 days is a lot of time. Tristan’s statement that I agreed without hesitation is simply
not true. I discussed this with our team, and we felt that we had no option but to accept it if we
did not want to lose the contract.
9. It is true that AGB had completed other projects on similarly tight schedules before, and that we
constructed a similar wind farm in Genovia in a record of 350 days, but that was precisely our
record. TEPC wanted us to beat our record by 50 days. In addition, Tristan omits to mention that
I expressly told them that we had achieved that record, to a large extent, because the work did
not have any kind of mishap. I used the example of Genovia to emphasize that, to meet the 400-
day deadline, it was going to be essential that TEPC collaborate and there were no problems of
any nature.
10. Tristan told me not to worry because, if there were any delays, they would be flexible and grant
extensions. Tristan even confessed to me that they wanted to reduce the deadline to be
conservative because, according to their estimates, they had until early 2020 to finish the project.
Unfortunately, this project had many problems, largely because of TEPC. For much of the
project, TEPC kept its word. They were very flexible and granted extensions during the
construction. However, everything changed abruptly when they realized that their business
estimates had been wrong, and they could not take advantage of the above-market tariff offered
by Westerly until 2020. From there, they stopped being flexible and tried to blame us for the
delays, pretending that the agreed extensions never existed.
C. THE DELAYS OF THE PROJECT
11. The project had many delays and most of them were caused by TEPC. I will refer to the delays
that I am familiar with, but there were others that I understand were addressed by Taylor in their
statement.
1. Heavy Rainfalls and Lack of Transportation Permit
12. The project was fraught from the beginning. One of the earliest and most significant delays was
caused by the inability to transport the heavy excavation equipment to the site, as well as the
wind turbines. First, excavations were scheduled for the winter of 2018, but heavy rain beginning
in November prevented us from starting on time. The extraordinary amount of rain caused severe
landslides and flooding in the area, making it impossible to excavate. To make matters worse, we
could not even get the excavation machinery to the site because the dirt and gravel access roads
provided by TEPC were muddy and flooded as well. I tried to manage the project as efficiently
as possible given the circumstances by making progress in other phases of construction, but at a
certain point the excavations could not be pushed back any further.
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13. Second, as the rains continued into 2019, the transportation of the turbines was also delayed due
to the adverse access road conditions. Because turbines are extremely large and delicate,
transporting them requires precise logistical planning and careful safety protocols. If we had
received a transportation permit from municipal authorities—as TEPC had promised—that
would have granted us exclusive use of the main provincial highway system for a specified time,
the flooding of the access roads would have been inconsequential.
2. Special Coating
14. TEPC’s untimely demands also caused significant delays. For instance, two months after
construction had commenced, I received a call from Tristan letting me know that his team would
be sending over a specification sheet for the coating they wanted us to apply to the turbines. I
was a bit puzzled by what they meant, since the industry practice is to apply a standard anti-
corrosion coating to the turbines. During my years of experience, I had never been requested to
apply anything other than a standard coating, even for offshore wind farms, which are far more
exposed to the elements. In harsh environments, a faster rate of corrosion is unavoidable, so going
for a more expensive coating may simply be uneconomical. Moreover, I did not recall ever
discussing this with TEPC during contract negotiations. I explained this to Tristan, but they were
very insistent that a special coating was essential to the wind farm’s success. It is not that we
“finally understood and made the necessary arrangements”, as Tristan has stated. We were simply
acquiescing to TEPC, on the premise that they would then pay us for this additional work.
15. A few days after Tristan’s call, we received an e-mail with the specification sheet for the coating.
When I reviewed it with my engineering team, we were quite alarmed because, to our knowledge,
this type of coating did not exist. I had heard of studies in which ice-repelling coatings were being
tested, but nothing further. My team spent several weeks researching companies that might be
able to source the coating, but they were unsuccessful. Eventually, we decided that we might be
able to commission the coating from one of our usual suppliers and sent them the specification
sheet provided by TEPC. They agreed to try, but since they had never made this product before,
they made no guarantees about the efficacy of the coating. Additionally, they said they would
need approximately eight to ten months to research and test the product. Having no alternatives,
we could not move forward with this option. However, one of my engineers came to me in
November with the product page for a newly developed de-icing coating produced in Genovia
by a company called Techwind Solutions.
16. Ordinarily, I would place orders myself, but because of the sanctions imposed on Genovia, I
immediately consulted with Taylor, who took over the importation and purchasing process.
3. Electrical Commissioning
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17. Another ludicrous obstacle created by TEPC was the rescheduling of the electrical
commissioning based on a minor electrical problem. In June 2020, TEPC informed us that it was
ready to conduct the electrical commissioning. Typically, before an electrical commissioning is
performed, the owner quickly inspects the electrical system in order to make preparations for the
commissioning.
18. After Kate Tulley, TEPC’s Head Mechanical Engineer, conducted her inspection, she reported a
problem with the transformer overheating. Based on her report, TEPC advised us that the
commissioning would have to be rescheduled until AGB resolved this issue. I immediately
reached out to Tristan to ask that the test not be rescheduled, since this was a minor issue that
need not cause any further delays and could be addressed afterwards. Tristan seems to forget that
they agreed with my view and only insisted on fixing the issue because the decision came from
above. It was an easy fix that we implemented in less than six hours and did not justify the delay
of the commissioning.
13 March 2021, Pentis City, Esstos
Ali Watts
Chief of Works - AGB
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1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Supplemental Witness Statement of Taylor Joule
20 May 2021
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1. My name is Taylor Joule. This supplemental statement is true and correct to the best of my
knowledge, information, and belief.
2. I have been asked to provide additional information regarding (i) the Parties understanding
regarding the completion date, (ii) the guarantee and the upfront payment, and (iii) the coating.
this arbitration, including Alex Hertz’s and Tristan Toepler’s statements.
statement.
A. THE PARTIES UNDERSTANDING REGARDING THE COMPLETION DATE
5. As mentioned in my first witness statement, AGB accepted the 400-day deadline based on
TEPC’s assurances that they would be very flexible if factors beyond AGB’s control delayed the
deadline. I cannot believe Alex Hertz denies this fact. I stressed to Alex the importance of having
a flexible force majeure clause in the EPC Contract. From my previous experience of similar
projects, I knew that construction projects can be unpredictable. As contractors we had to take
all the relevant measures to avoid any potential risk of delay.
6. To that end, I asked AGB’s legal department to draft a force majeure clause that would exclude
matters outside our control. I believe it is quite obvious that we are not at fault for the delays, and
we consistently and promptly raised all issues with TEPC during the performance of the contract.
The force majeure clause as drafted absolves AGB of any fault.
7. Moreover, during the life of the contract, I made clear to Alex multiple times that the deadline
was no longer feasible due to factors outside of our control. I wrote to Alex on several occasions
to explain the issues we were facing and suggested we have a conversation about the deadline to
find a mutually beneficial solution. During a teleconference in May 2019, TEPC agreed to give
us an extension. Now, acting in bad faith, TEPC pretends that this agreement does not exist,
relying on technicalities.
B. THE GUARANTEE AND THE UPFRONT PAYMENT
8. During the contract negotiations, Alex never brought up that the guarantee had to conform to
TEPC’s corporate policies, let alone indicated what those policies were. The only thing that was
discussed and agreed is that the guarantee comply with market standards. Our guarantee complied
with market standards. TEPC simply refused to make the upfront payment, delaying at every
opportunity, even after we presented them with the guarantee that complied with their demands.
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C. THE COATING
9. I note that Alex is also being formalistic about the coating. I expressly told them by e-mail, and
they never denied, that the acquisition and application of the special coating would mean
additional costs and work.
Taylor Joule
Taylor Joule
Commercial Manager
Pentis City, Esstos
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1992 Mardell Avenue
Dorme City
Westerli
– CLAIMANT –
Against:

1825 Drogor Avenue
Pentis City
Esstos
– RESPONDENT –
Supplemental Witness Statement of Ali Watts
20 May 2021
232
RWS-2S
1. My name is Ali Watts. I make this supplemental statement in support of AGB. This statement is
true and correct to the best of my knowledge, information, and belief.
draft this document. I also had the opportunity to analyze the documentation submitted by TEPC
in this arbitration, including Alex Hertz’s and Tristan Toepler’s statements.
statement.
4. I have been asked to provide additional information regarding the electrical commissioning. In
this regard, I would like to clarify that I have never heard of the “Best Practices Handbook”
mentioned in Tristan Toepler’s supplemental witness statement. We never discussed the
applicability of that handbook during the negotiation of the contract and, therefore, it was not
binding upon us.
20 May 2021, Pentis City, Esstos
Ali Watts
Chief of Works - AGB
233

Cross-Examination Moot - Case File (With Clarifications)

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2021 EDITION

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AGB Construction Enterprises

Ref: Commencement of Arbitration Proceedings under the PCA Rules

Thomas Edison Power Corporation (TEPC)

AGB Construction Enterprises

Counsel for Claimant

Tarney & Snow LLP

The Claimant is represented in this arbitration by:

Tarney & Snow LLP

AGB Construction Enterprises (“AGB” or “Respondent”) is a construction company in the

THE ARBITRATION AGREEMENT

MERITS OF THE DISPUTE

i. AGB Finished the Plant One Year Later Than Agreed

AGB DID NOT PERFORM ADDITIONAL WORKS TO BE COMPENSATED BY TEPC

AGB LEFT PART OF THE WORK UNFINISHED

Finally, AGB did not even finish the required works.

AGB’S DELAYED COMPLETION RESULTED IN DAMAGES DUE TO A REDUCED FEED-IN

ARBITRATORS, LANGUAGE AND PLACE OF ARBITRATION

REQUEST FOR RELIEF

AG 350878 4 December 2020

RE: PCA CASE NO. 2020-60

Dear Mesdames, dear Sirs,

cc: Prof. Steven Snapp (by e-mail: ssnapp@uofpentis.edu)

Permanent Court of Arbitration

Thomas Edison Power Corporation (TEPC)

Dear Ms. Rodriguez,

PCA Case No. 2020-60

RESPONSE TO THE NOTICE OF ARBITRATION

AGB Construction Enterprises

Counsel for Respondent

Respondent is represented in this arbitration by

PROCEDURAL POINTS OF AGREEMENT

THE MERITS OF THE DISPUTE

AGB COMPLIED WITH THE TIMING AGREED BETWEEN THE PARTIES

i. The Parties Agreed to an Extension

COUNTERCLAIM - TEPC SHOULD COMPENSATE AGB FOR THE ADDITIONAL WORKS

REQUEST FOR RELIEF

i. AGB has not breached the EPC Contract;

ii. AGB should not pay damages to TEPC;

iv. TEPC must reimburse the contractual guarantee; and

AG 351044 5 January 2021

RE: PCA CASE NO. 2020-60

Dear Mesdames, dear Sirs,

cc: Prof. Steven Snapp (by e-mail: ssnapp@uofpentis.edu)

AG 351290 21 January 2021

RE: PCA CASE NO. 2020-60

Dear Mesdames, dear Sirs,

I write on behalf of the Tribunal in the above-referenced matter.

cc: Prof. Mina McGonald (by e-mail: minamcgonald@mmgarbitration.com)

IN THE MATTER OF AN ARBITRATION BEFORE A TRIBUNAL CONSTITUTED IN

THE PCA ARBITRATION RULES 2012

THOMAS EDISON POWER CORPORATION

(the “Claimant” or “TEPC”)

AGB CONSTRUCTION ENTERPRISES

PROCEDURAL ORDER NO. 2

The Arbitral Tribunal

Secretary to the Tribunal

2. Date, Time and Format of Hearing

2.1 The Hearing shall take place from 22 to 26 November 2021.

4. Issues to be Addressed at the Hearing

5. Evidence and Demonstrative Exhibits

6. Witness and Expert Examination

6.3 Before testifying, Witnesses shall give an oath to testify truthfully. 1