Investor and contractor         It is an individual matter to every project. However, the most common ones are: responsibilities                Investor - timely hand-over of the construction site to the contractor, timely payment for performed services, acceptance of work, providing investor’s supervision Contractor - securing the construction site, proper performance of the subject of the contract including building permit, informing the investor about any project or schedule changes, payment to the subcontractors Remuneration/settlement         Determining the payment method for example: payment deadline 30 days after model                           invoice. Settlement according to monthly progress reports, according to milestones (settlement method typical for the private sector) or after final acceptance (public sector) on the condition of provisional acceptance. Work acceptance                 Provisional and final acceptance of works, the form of managing and removing defects Acceptance of                   Applies to the acceptance of subcontractors (provided by the investor),, including subcontractors                  contractual conditions and remuneration in connection with joint and several liability of the Investor and the Contractor for payment of the remuneration due to the subcontractors. Contractual penalties           Contractual penalties usually refer to delay in meeting the contract deadline and delays in removing defects, providing security for the performance of the contract, schedule, etc. The typical value of the penalties ranges between 0,05% to 0,1% of the contract value per day. Performance bond                Commonly it is 10% of the contractor’s remuneration. The security may be in cash, a bank guarantee or insurance guarantee, guarantee of any other entities accepted by the Investor. In case the bank guarantee is below 5% of the contract value, the monthly payments could be further reduced by 5%. The 100% of the contractual value will be paid only after the final acceptance. Part of the security is returned to the contractor after the final acceptance and after the end of the warranty period in a ratio of 50/50 or 70/30. Quality assurance/guarantee     The warranty periods may have a different duration. As a rule, 10 years are assumed for the structure (ceilings, walls, foundations and their load-bearing capacity). For works related to insulation, roof and other installation and finishing works, the warranty period is accepted for 3 to 5 years. The devices that make up the design receive a guarantee in line with the assumptions of their manufacturers Contractor’s insurance          Contractor needs two types of insurance: Third party liability. Construction All risk insurance for not less than the contract value Terms of withdrawal             Apart from the cases described in Civil Code, from the point of view of the Investor, these may be e.g. improper performance of the contract by the contractor (not in accordance with the design, not in accordance with the art Intermediate report for discussion purposes’                                                                            20

of construction), delay in removing defects, termination of economic activity by the contractor, delay in payment to subcontractors. From the contractor's point of view, this may be, e.g. delay in payment of remuneration, unreasonable refusal to accept work Final Provisions                Copyright, dispute resolution, mailing address, number of copies of the contract Appendices                      Some examples of contract appendices: Building design, concept design, performance requirements or project brief (functional and utility program) – depending on the scope of works Document templates (bank guarantees, work progress report, acceptance report) Design and construction works program Contractor's offer Specialized documents e.g. BIM Management documents if delivered in BIM methodology Intermediate report for discussion purposes’                                                                       21

Service contract under PPP In Poland, the Ministry of Development Funds and Regional Policy is the department promoting purchases under public-private partnership. The Ministry disseminates PPP knowledge and supports public institutions in the proper use of this formula, as well as monitors and assesses the PPP market in Poland. There is a database of PPP projects with concluded contracts. The database contains information on all projects for which PPP contracts have been concluded since the beginning of the PPP Act and the Act on concessions for works or services, i.e. since 2009. The database is a source of information, among others on the quantity, value, type, scope, scale, legal form and location of PPP investments in Poland, as well as practical experience of carrying out the investments broken down into cubature, line, energy and waste management. The Ministry has prepared guidelines for PPP investments, including contracts with the contractor (Volume III of the guidelines). The document discusses the typical structure of the PPP Agreement in public-private partnership projects implemented based on the availability fee. The PPP contract should include, among others: 1.      Preamble describing intention of the parties, description of the subject of the contract a) The obligations of the parties, e.g. the private partner, is responsible for the proper performance of the works and for ensuring the standards for maintenance, management and availability of public infrastructure (most of the risk related to the design, construction and maintenance is on the private partner). The public entity undertakes to pay the remuneration regardless of the actual use of the facility. b) Contract duration c) Providing real estate to a private partner for investment purposes, determining the asset contributed to the contract by the public partner d) Supervision and reporting of the private partner e) Design f)  Conducting the construction process (site transfer, compliance with regulations, work progress reports by Private Partner, completion of construction) g) Facility maintenance and management/operation – facility management, asset management, soft services np. security, catering, cleaning h) Financing, including the obligation of the Private Partner to obtain financing for the project i)  Public Partner’s intervention rights j)  Remuneration, including payment mechanism (e.g. splitting the payment to three parts: 1. fee for design works and construction works (including the cost of investment outlays and the cost of financing Intermediate report for discussion purposes’                                                                    22

these outlays during the design and construction Period),2. Financing fee spreading payments over time, 3. Management/Operating and Maintaining fee payment in form of availability payment. The availability fee is due after the construction period k) Management of events that are independent of the parties (e.g. force majeure, change of law) l)   Insurance and liability of private partner m) Termination of the contract, changes to the contract, final provisions, n) Recommended appendixes: a.   Functional and utility program b. Project Schedule c.   The proposal submitted in the procedure d. The template of real estate transfer protocol e.   Maintenance standards, management/operating and accessibility rules f.   Reports templates g.   Remuneration, payment mechanism h. Insurance i.   Settlements of the parties in the event of early termination of the contract j.   Requirements for the Return of Public Infrastructure k.   Dispute Resolution Procedure Recommendation for Project Management Before engaging into the project, it is important to assess the necessity of the Project Management Office either in-house or through an external company with Project Management expertise. The recommended PMO staffing is provided below: Staff                                                    Scope of responsibilities Project manager                                          Process management, contractor procurement, liaison with the investor, cost management, contract management and administration, validation of variation works. Cost Controller (optional)                               Managing project budget, validation of monthly payment schedule, valuation of additional works, intermediate and final reconciliation Intermediate report for discussion purposes’                                                                      23

Staff                                                  Scope of responsibilities The team of Investor’s supervision inspectors          The basic duties of the investor supervision inspector (may also be required in the Construction Permit) – is include: a participant in the construction process along with        -   Representing the investor on the construction the investor, designer and construction manager.                site through controlling the delivery of works in compliance with the project and building permit, building law regulations and principles of technical knowledge -   Checking the quality of construction works and the use of products when carrying out these works in accordance with Article 10 Building Law-admissibility to use products for construction works; -   Acceptance of construction works that are being covered ; participating in tests and technical acceptance of installations, technical devices and chimney flues, as well as preparation and participation in the handing over of construction works and commissioning. -   Final inspections and snagging and, at the investor's request, project cost control. Intermediate report for discussion purposes’                                                                        24

7 Appendices Monthly, regular payments (OPEX+ maintenance)/m2 40.0 35.0 30.0 26      26 25     25 24    24 25.0                                                                                23 22    23 21      22 20    21 20   20 19    19 20.0         18   18 17 15.0 10.0 5.0 - '21   '22   '23   '24   '25   '26 '27  '28   '29    '30    '31    '32   '33   '34  '35   '36    '37    '38    '39    '40 DB: Debt+Equity                                                   DB: Equity DBOM: Debt+Equity                                                 DBOM: Equity DBF: 15Y concession fee                                           DBF: 15Y concession fee + final settlement DBFOM: 15Y concession fee                                         DBFOM: 15Y concession fee + final settlement Bechmark - market rent fee Monthly, regular payments '25  '26   '27    '28     '29     '30    '31    '32   '33    '34     '35     '36     '37    '38   '39 (OPEX+ maintenance)/m2 DB: Debt + Equity                     5,2  5,3   5,1    5,1     4,3     4,4    5,4    5,9   5,6    5,0     5,8     6,3     5,7    5,0   3,3 DB: Equity                            5,2  5,3   5,1    5,1     4,3     4,4    5,4    5,9   5,6    5,0     5,8     6,3     5,7    5,0   3,3 DB: Debt + Equity/ lump sum           5,2  5,3   5,1    5,1     4,3     4,4    5,4    5,9   5,6    5,0     5,8     6,3     5,7    5,0   3,3 DB: Equity/ lump sum                  5,2  5,3   5,1    5,1     4,3     4,4    5,4    5,9   5,6    5,0     5,8     6,3     5,7    5,0   3,3 DBOM: Debt + Equity                   5,4  5,5   5,3    5,3     4,4     4,5    5,6    6,2   5,8    5,2     6,0     6,5     5,9    5,1   3,2 Intermediate report for discussion purposes’                                                                                         25

DBOM: Equity                       5,4  5,5  5,3  5,3  4,4  4,5  5,6  6,2  5,8  5,2  6,0  6,5  5,9  5,1  3,2 DBOM: Debt + Equity/ lump 5,4  5,5  5,3  5,3  4,4  4,5  5,6  6,2  5,8  5,2  6,0  6,5  5,9  5,1  3,2 sum DBOM: Equity/ lump sum             5,4  5,5  5,3  5,3  4,4  4,5  5,6  6,2  5,8  5,2  6,0  6,5  5,9  5,1  3,2 DBF: 15Y concession fee           26,9 27,5 27,8 28,3 27,9 28,5 30,0 31,1 31,2 31,2 32,6 33,6 33,6 33,5 32,4 DBF: 15Y concession fee + 23,3 23,8 24,1 24,5 24,0 24,5 25,9 26,9 27,0 26,9 28,2 29,1 29,0 28,8 27,6 final settlement DBFOM: 15Y concession fee         28,1 28,7 29,3 29,9 30,5 31,2 31,8 32,5 33,2 33,9 34,6 35,3 36,0 36,8 37,6 DBFOM: 15Y concession fee + 24,5 25,0 25,5 26,1 26,6 27,2 27,7 28,3 28,9 29,5 30,2 30,8 31,4 32,1 32,8 final settlement Bechmark - market rent fee        19,2 19,6 20,0 20,4 20,9 21,3 21,8 22,2 22,7 23,2 23,6 24,1 24,6 25,2 25,7 Intermediate report for discussion purposes’                                                           26