Professional Documents
Culture Documents
EN Contrat Prestations OM
EN Contrat Prestations OM
CURATIVE MAINTENANCE,
990 kinC
Between
GreenYellow SENEGAL
and
EDIS ENERGY
9 Intervention....................................................................................................................................... reports 10
10 Price..................................................................................................................................................................10
10.1 Annual fee........................................................................................................................................................... and
additional...................................................................................................................................................... services
10................................................................................................................................................................................
10.2 Terms...................................................................................................................................................................... of
payment..................................................................................................................................................................11
11 Delays........................................................................................................................................................... and
penalties...........................................................................................................................................................11
11.1 Preventive....................................................................................................................................... maintenance 11
11.2 Maintenance.............................................................................................................................................. Corrective
11................................................................................................................................................................................
11.3 Cleaning..................................................................................................................................................................11
11.4 Invoicing of................................................................................................................................................. Penalties
12................................................................................................................................................................................
12 Commitments............................................................................................................................................ of the
Parties..............................................................................................................................................................12
12.1 Compliance......................................................................................................................................................... with
Regulation..............................................................................................................................................................12
12.2 Health Safety Environment (part to be completed after the installation of the lifeline and the crinoline ladder) 12
13 Insurance..........................................................................................................................................................12
14 Assignment........................................................................................................................................................ -
Subcontracting....................................................................................................................................................
12..........................................................................................................................................................................
15 Duration............................................................................................................................................................13
16 Modification............................................................................................................................................... of the
MAINTENANCE........................................................................................................................................... AND
CLEANING contract........................................................................................................................................ 13
17 Termination......................................................................................................................................................13
18 Miscellaneous...................................................................................................................................clauses 13
18.1 Privacy....................................................................................................................................................................13
18.2 Waiver.....................................................................................................................................................................14
18.3 Severability..............................................................................................................................................................14
18.4 Notifications.............................................................................................................................................................14
19 Election............................................................................................................................................................ of
domicile............................................................................................................................................................15
The company GREEN YELLOW SENEGAL, a single-member simplified joint-stock company, with a
share capital of 295,830,000 CFA francs, having its registered office in Dakar (Senegal), Immeuble
Lierre, Sotrac Mermoz BP 11602, registered with the RCCM of Dakar under number SN-DKR-2016-B-
16184, represented by Robinson ALAZRAKI, in his capacity as Director Africa
AND :
EDIS ENERGY, a simplified joint-stock company with a capital of 10,000,000 FCFA having its
registered office at 46, Sud Foire VDN, Face Hypermarché Exclusive, 5th floor BP 11001, Dakar
Peytavin , registered with the RCCM of Dakar under number SNDKR2021 B14 403, represented by
Ismaël ADJOVI in his capacity as Director General.
GreenYellow has installed on the industrial site of the company Patisen, located in Dakar, a
rooftop photovoltaic solar power plant with a capacity of 990 kWp which was commissioned on
September 22 , 2022.
GreenYellow wishes to enter into a maintenance contract with the Service Provider for electrical
operation, preventive maintenance, curative maintenance, repairs and cleaning of the solar power
plant, with performance objectives.
The Parties have therefore come together and have agreed as follows.
* *
1.1 Definitions
The terms listed below, the first letter of which appears in capital letters in the Maintenance and
Cleaning Agreement, have the following meanings:
DMG
Corrective Maintenance means any action performed by the Service Provider to repair
a System After Incident.
Preventive Maintenance means any preventive maintenance action that the Service
Provider
shall be carried out on the System at the request of GreenYellow
in accordance with the Maintenance and Cleaning Agreement.
The contractual relations between GreenYellow and the Service Provider are governed
exclusively and in order of primacy by:
The purpose of this Maintenance and Cleaning Agreement is to define the conditions and
specifications under which the Service Provider undertakes to ensure Preventive
Maintenance, Corrective Maintenance, Repairs and Cleaning of the Patisen Power Plant.
4.1.1 The Service Provider undertakes to carry out Preventive Maintenance according to the Plan
detailed in the Appendix.
2. This is a non-exhaustive list, which may be supplemented and extended. The Service
Provider undertakes to implement the necessary operations corresponding to Manufacturer
standards on all elements of the plant.
4.1.2 The Service Provider will fill in the detailed Plan in Appendix 3 as and when the Preventive
Maintenance is carried out and will submit it, dated, signed and stamped to GreenYellow at
the end of the service.
4.1.3 Preventive Maintenance will be carried out at least once a year. The Service Provider must
have completed this Preventive Maintenance within 2 weeks of the instruction given by
GreenYellow. Any repair, which would require non-routine parts and a specific intervention,
proven necessary during this maintenance will be the subject of a repair estimate parts and
labor.
4.1.4 If, during thePreventive Maintenance, the Service Provider discovers an anomaly or
breakdown to be repaired, it will immediately inform GreenYellow and will proceed with said
repair under the conditions of Articles 4.2 and 5.
According to the terms of the offer, itis agreed that the Service Provider offers a package of 10
interventions per year for corrective maintenance. Beyond this intervention package, each request will
be invoiced in addition, according to the scale indicated in the article "Price".
4.2.1 In case of notification offailure by GreenYellow or one of its service providers in charge of
supervision:
4.2.2 In the event of total or partial unavailability of the Plant, the Service Provider undertakes to
carry out all repairs required on the Power Station within 24 hours after notification of the
failure by GreenYellow. In the event that the repair requires more time, the Service Provider
must justify it, with an indication of the time required for this intervention and which must be
validated by the Customer. This additional intervention time will not be considered a delay
from the Customer's point of view. If the repair requires a specific supply (i.e. only: inverter ,
modules or main circuit breaker), beyond the stock of spare parts constituted by
GreenYellow, the repair time will be increased by the lead time.
4.2.3 The Service Provider will inform GreenYellow within 2 hours of its intervention of the
result of the intervention: diagnosis, repair carriedout totally or partially, need for additional
spare parts, etc.
4.2.4 At each Corrective Maintenance, the Service Provider will fill in the document in Appendix 4
that it will give dated, signed and stamped to GreenYellow, at the end of its intervention.
5 EXCHANGE PERIOD
(i) GreenYellow has several photovoltaic panels, as spare parts, in stock at Patisen
as well as 1 Huawei inverter.
(ii) In case of need for spare parts not available in stock, the Service Provider will
request the prior agreement of GreenYellow before supply. The corresponding
amount will be invoiced in accordance with Article 10.2.
6 NCLEANING
(i) The cleaning of the plant will be at the request of GreenYellow. The Service
Provider undertakes to perform the service within 3 days of the instruction given by
GreenYellow.
(ii) The cleaning will be carried out with water and with anti-scratch equipment
specially designed for the cleaning of photovoltaic modules and in accordance with
the specifications in Annex 5.
(iii) GreenYellow will provide the Service Provider with the equipment dedicated to
cleaning, which will be under its responsibility for the duration of this contract. In
(iv) The Service Provider undertakes to purchase the consumables necessary for
cleaning (limited to water filter resins ), without this purchase being able to replace
the equipment damaged by the Service Provider. This purchase will be validated in
advance by GreenYellow and will be invoiced in accordance with Article 10.2.
(v) The mains water and electricity used for cleaning will be provided by Patisen.
i. Facilitate the Service Provider's access to the site (if necessary, but exceptional,
24/7).
ii. Provide the Service Provider with permanent access to the equipment via a secure
means of access for those located on the roof.
iii. Set up and manage the Power Plant's electrical safety plan that the Service Provider
undertakes to respect during its interventions (Annual Prevention Plan,
Consignment, etc.). As such, GreenYellow must notify the Service Provider without
delay of any modification of the security reference system of the Central.
iv. Make available and rooftop water points under a pressure of 3 bar.
v. Pay EDIS ENERGY invoices within 30 days of receiving the invoice.
Subject to all other obligations provided for in the Maintenance and Cleaning Contract, the
Service Provider undertakes to:
b. Perform the Services provided for in the Maintenance and Cleaning Contract in
compliance with theapplicable regulations and in accordance with the rules of the art,
d. Make its best efforts to ensure that the Services covered by the Maintenance and
Cleaning Contract are carried out without causing disruption to other activities
carried out on the site;
e. Ensure that the Services are carried out without endangering the persons present
on the said site;
g. Ensure that the Service Provider's stakeholders are in possession of valid electrical,
work at height or other authorizations as well as PPE and their wearing;
h. Maintain in force the insurance required in accordance with the regulations in force;
j. Comply with the laws and regulations applicable to labor law, including in
particular the legal and regulatory provisions relating to health and safety on
construction sites, as well asthose relating to the fight against illegal work applicable
in Senegal.
9 INTERVENTION SUPPORT
(ii) The Service Provider will report all the Interventions on the plant and will
record them in the Register of Interventions of the month that it will transmit to
GreenYellow within five
(5) Working days following the end of each calendar month.
10 PRIX
In return for the performance of the services detailed above and summarized here:
GreenYellow will pay the Service Provider an annual fee, according to the terms of the
appendix
" Annual Fee "
10.2.1 Payment on the basis of a monthly invoice issued by the Service Provider including all
services and any supplies provided under this Maintenance and Cleaning Contract.
10.2.2 Payment will be made monthly at thirty (30) days from the invoice date .
In the event of a change of billing address, GreenYellow informs the Service Provider by
simple letter within 30 days.
GreenYellow will control the quality and completion time of the various services entrusted to the
Service Provider. In particular, recourse may be made to the Patisen Register of Inputs/Outputs
A cumulation of 5 days late over a period of 3 months within the meaning of this Article 11, will be
considered as breach of the contractual obligations of the Service Provider and reason for termination
of the Contract in accordance with Article 17.
For each day of delay on the deadline stipulated in Article 4.1.3, the Service Provider must pay, if it is
proven that the delay is his fault, a penalty of 10% of the Preventive fee (i.e. an amount of 25,000
FCFA HT). Each day of delay started shall be considered as a day of delay.
For each half-day of delay on the intervention time stipulated in Article 4.2.2, the Service Provider
must pay, if it is proven that the delay is his fault, a penalty of 10% of the corrective fee (i.e. an amount
of 66,000 FCFA HT). Each half-day of delay started shall be considered as half a day of delay.
11.3 Cleaning
For each day of delay on the period stipulated in Article 6, the Service Provider must pay, if it is
proven that the delay is his fault, a penalty of 10,000 FCFA HT. Each day of delay started shall be
considered as a day of delay. However, the amount of this penalty will be doubled every 7 days, until
the Service Provider actually intervenes in cleaning the plant.
The Service Provider will deduct from its monthly invoice the penalties due corresponding to the past
month and if the penalties deducted exceed the amount of its service, GreenYellow will invoice each
the balance of the penalties corresponding to the past months.
These invoices will be paid by the Service Provider thirty (30) days from the date of invoice. A penalty
of 10% will be applied in addition to the invoice for each day of delay.
The Service Provider undertakes to comply with the regulations applicable in the context of work
related to the Electrical Operation and Maintenance of Systems, and in particular the UTE 18-510
standard.
The Service Provider undertakes to comply with the General Coordination Plan for Safety and Health
Protection (PGCSPS) attached to this contract.
The Service Provider undertakes to draft the Special Safety and Health Protection Plan (PPSPS)
as well as the associated operating modes(roof access, number of companions, methodology, etc ...)
which will be validated by GreenYellow
13 ASSURANCES
Each Party shall underwrite, at its own expense, the insurance policies necessary for the exercise of
its activity.
The Service Provider will justify, on the effective date of this Contract, said insurance policies. He
undertakes throughout the duration of the Contract to maintain insurance coverage. In the event of a
significant change in the coverage and conditions of the said policies during the course of the
Contract, the Service Providerundertakes to keep GreenYellow informed without delay, which may, if
necessary, require the Service Provider to take out additional insurance policies, within the limits of the
Service Provider's capabilities on the date of GreenYellow's request.
The Service Provider may not assign, transfer or subrogate, in whole or in part, the rights and
obligations arising for it from the Maintenance and Cleaning Contract. The Service Providermay use
subcontractors to perform certain tasks of this contract, subject to the express prior authorization of
GreenYellow. In any case, the proper performance of the Contract remains the responsibility of the
Service Provider. In particular, these subcontractors must provide GreenYellow with their insurance
certificates and any professional authorizations (e.g. electrical authorizations, authorizations of work at
height, etc.).
The Maintenance and Cleaning Contract will enter into force upon signature for an initial period of
one year (1 year). The Contract may be renewed by written agreement of the Parties at least one
month before the expiry date.
No modification of the Maintenance and Cleaning Agreement may be made without the prior
agreement of each of the Parties.
17 RESILIATION
17.1.1 In the event of non-performance by either Party of its contractual obligations, and after
formal notice to remedy the said non-performance by registered letter with acknowledgment
of receipt specifying in detail the breaches alleged against the other Party, and remained
without effect during thirty (30) days, the Party having sent the formal notice may
automatically terminate the Maintenance and Cleaning Contract to the fault of the other Party.
17.1.2 If one of the Parties is the subject of judicialliqueur proceedings, the other Party may
automatically terminate the Maintenance and Cleaning Agreement without delay.
18 MISCELLANEOUS LAUSES
18.1 Confidentiality
18.1.1 All information relating to the negotiation and execution of the Maintenance and Cleaning
Contract and any information disclosed by one Party to another is confidential.
18.1.2 Each Party shall ensure that confidentiality is respected by any personover whom it exercises
control or authority.
18.1.3 A Party may legitimately communicate or use the information only in the following cases:
information that (i) is necessary for the performance of the Maintenance and Cleaning
Agreement, (ii) is in the public domain at the time it is communicated, (iii) which, after
such communication, falls into the public domain, except where such communication results
from a breach of this clause by the depositary Party, (iv) were, at the time of its
communication, already known to the Depositary Party , or (v) were subsequently
disclosed to the Depositary Party by a third party not bound by an obligation of confidentiality.
18.1.4 A Party which has confidential information shall nevertheless be entitled to disclose it to
its agents, advisers or employees to whom it is necessary to disclose it. In any event the
depositary Party shall remain liable for any use or
18.1.5 This obligation of confidentiality will bind the Parties for two (2) years from the termination of
the contractual relationship under the Master Maintenance and Cleaning Agreement,
regardless of the cause or nature.
18.2 Waiver
The waiver of any provision hereof in a particular case shall not be construed as a waiver of such
or any other provision in any other case. Any waiver of any of the clauses or conditions of the
Maintenance and Cleaning Agreement must be the subject of a written document signed by the
waiving Party referring specifically to the clause or condition to the application of which it is waived.
and the circumstances of the waiver.
18.3 Divisibility
The nullity, illegality or unenforceability of any clause of the Maintenance and Cleaning Agreement
shall not entail the nullity, illegality or unenforceability of the other clauses of the Maintenance
and Cleaning Contract. Maintenance and Cleaning. The Parties undertake to conduct negotiations in
good faith in order to replace the null, unlawful or unenforceable clause with valid, lawful or
applicable provisions that will have an effect as close as possible to that of the void, illegal or
unenforceable clause. Neither Party may claim damages as a result of such nullity, wrongfulness or
unenforceability.
18.4 Notifications
18.4.1 Any notification under the Maintenance and Cleaning Contract will be made by registered
letter with acknowledgment of receipt at the domicile of the Parties.
(i) for the Service Provider: 46, Sud Foire VDN, Face Hypermarché Exclusive, 5th floor
BP 11001, Dakar Peytavin; email: ismael.adjovi@edisenergy.com
Any notification required or permitted under the provisions of the Maintenance and Cleaning
Agreement must be in writing and will be validly made if it is made by letter. hand delivery, or sent
by registered mail with acknowledgment of receipt, or by fax or e-mail with an acknowledgment of
receipt by return email.
18.4.3 Each Party may change the address to which notifications and copies thereof should be
sent to it, by notifying the other Parties of such change as provided above.
18.4.5 Notifications made by facsimile or electronic mail shall be presumed to have been made on
the date of dispatch of the facsimile or e-mail,
19 ELECTION OF DOMICILE
GreenYellow and the Service Provider respectively elect domicile in their registered office appearing
at the top of these presents.
20 RESPONSABILITE
The Service Provider shall be liable for all damages suffered by GreenYellow or Patisen and resulting
directly or indirectly from the performance or non-performance of the services covered by this contract
by the Service Provider.
The Service Provider shall bear all sanctions, fines and penalties imposed for non-compliance with
applicable legal and regulatory provisions , in particular those of an administrative and labour nature.
In addition, the Service Provider shall be liable and bear the responsibility, without exception or
reservation and in full, for damages and/or interest that may be claimed from GreenYellow for
damage suffered by a third party, natural or legal person, and whose origin is due, directly or
indirectly, to the poor performance or non-performance of the provisions of this contract by his act or
fault, negligence oromission on his part. Governing Law – Jurisdiction.
The law applicable to this Maintenance and Cleaning Agreement is Senegalese law.
21.2 Jurisdiction
Disputes or disputes between the Parties concerning, in particular, the formation, execution, validity
or interpretation of this Maintenance and Cleaning Agreement shall be brought before the Dakar Court
of Arbitration.
The parties agree to take effect of this contract on the date of receipt of the cleaning equipment,
confirmed by the receipt slip signed by both parties.
GreenYellow will pay the Service Provider an annual fee (the " Annual Fee ") for a total
amount of 910,000 FCFA excluding VAT corresponding to the Preventive and Curative
Maintenance service, which will be paid monthly.
The cleaning service of the plant is on request of GreenYellow in the amount of 225 000
FCFA / cleaning
If necessary, at GreenYellow's request, beyond the above annual fee, additional services
may be requested from the Service Provider, based on the following unit prices:
Project location
General architecture
Not
Conformabl N/A Remarks
Conforma
e ble
AGCP (annual control )
AC Cables AGCP-Cabinet (annual control)
AC cabinet (annual control)
AC Cabinet-UPS Cable (annual control)
Inverters (annual inspection )
DC cable (annual control)
DC boxes (annual inspection)
Signs ( five-year control)
O&M Patisen contract
2. VISUAL INSPECTION OF THE INSTALLATION
Additional notes
Additional notes
AC voltage reading
N/Ph1: Ph1/Ph2:
N/Ph2: Ph1/Ph3 :
N/Ph3: Ph2/Ph3 :
Additional notes
Not
Conformabl N/A Remarks
Conforma
e ble
Monitoring the operation of all inverters
Control of the operation of the monitoting (display of the production and absence of
error message)
Controlling the operation of the display screen
Control of the operation of consumption meters and PV production
Recording of the
intensities of the strings
Outside
Start time: End T°:
Weather :
Names of speakers
Repair performed
(Yes / Partially / No)
Remarks
The purpose of this document is to define the specifications of a cleaning service of the
Photovoltaic Modules and the pyranometer of the photovoltaic plant of the site described in the
chapter reserved for this purpose.
Cleaning arrangements .
GreenYellow's obligations.
The photovoltaic modules and the pyranometer are installed (the exact location of which is
indicated in the DOE), with access for the photovoltaic modules by a crinoline ladder.
Photovoltaic module:
The cleaning will be carried out with water and with anti-scratch brushes specially designed for
cleaning photovoltaic modules or car bodies. The equipment will be made available by
GreenYellow, but at the expense of the service provider to provide consumables.
The cleaning will be done with mains water and this water used for cleaning is provided, on the
roof thanks to taps already installed, by Patisen.
The service provider will use water hose extensions allowing it to easily reach the furthest
point from the plant. The diameter of the water hose must be sufficient not to cause too much
pressure drop. The hose material will need to be strong enough not to bend and reduce flow
during cleaning operations
Do not forget the corners because a single dirty cell, penalizes the production of all themodules
(as if the cleaning had not been done)
The pyranometer :
Located on the roof of the plant (whose location is specified in the DOE and during the site visit, it
must be cleaned each time with a soft cloth such as that used for cleaning corrective glasses.
This cloth will have to be dusted and put back in its case after each cleaning. The pyranometer
has been placed in the plane of the modules, care must be taken not to change its orientation
and inclinationduring cleaning.
- Sponge cleaning
- Cloth cleaning
- Direct cleaning with the suppressor (high pressure damages the joints of the panels)
- As a general rule, avoid all methods that could have an abrasive effect between
grime/dirt/dust and glass.
However, cleaning may be requested as often as GreenYellow deems necessary. The cleaning must
take place within 24 hours of GreenYellow's request.
This report will include the dates and times of intervention and the identities of the operators.
Any scratches or cracks that appear on the modules or any problems encountered must be
mentioned.
- Ensure free access for the service provider's agents to the periods and hours of
intervention provided for in the schedule.
- Ensure the necessary city water for cleaning.
- Pay the service provider according to the payment terms of the Contract
State
Description if problem
(OK/Non)
On the roof
Tightening state
Sealing
Guardrails
Scale
Cable status
UPS room
Local cleanliness
Ambient temperature
Cabinetry Status
Outdoor condition 11
inverters
Tightening state
Outdoor display
Operation
Display status
Support status