Nimbagallu - O&M Contract.

OPERATION AND MAINTENANCE CONTRACT
BETWEEN
ORANGE ANANTAPUR WIND POWER PRIVATE LIMITED
AND
GAMESA RENEWABLE PRIVATE LIMITED
Dated 23-12-2015
INDIA NON JUDICIAL
Government of National Capital Territory of Delhi

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e-Stamp
Certificate No. IN-DL76779596958924N

Certificate Issued Date 29-0ct-2015 06:14 PM
Account Reference IMPACC (IV)/ d1736003/DELHI/ DL-DLH
Unique Doc. Reference SUBIN-DLDL73600351659673751386N
Purchased by ORANGE ANANTAPUR WIND POWER PVT LTD
Description of Document Article 5 General Agreement
Property Description Not Applicable
Consideration Price (Rs.) o
(Zero)
First Party ORANGE ANANTAPUR WIND POWER PVT LTD
Second Party Not Applicable
Stamp Duty Paid By ORANGE ANANTAPUR WIND POWER PVT LTD
Stamp Duty Amount(Rs.) 100
(One Hundred only)
..•....• , •.•.••••••••••••••••••••••••••••••••. Pleasewrite or type below this line _ ..
THIS STAMP PAPER FORMS AN INTEGRAL PART OF THE OPERATION AND

MAINTENANCE CONTRACT DATED DECEMBER 23, 2015 BETWEEN MIS. ORANGE
ANANTAPURWIND POWER PRIVATE LIMITED AND MIS GAMESA RENEWABLE PRIVATE
LIMITED FOR 100MW NIMBAGALLUWIND PROJECT.
1 The authenticity of this Siamp Certificate should be verrfled at "www shcilestarnp com" Any discrepancy In Ihe detaiis on this Certificate and as
available on Ihe website renders It Invalid.
2. The onus of checking Ihe legilimacy is on the users of the certificate.
3. In case of any discrepancy please inform the Competent Authority.
INDIA NON JUDICIAL

--- ....------~.-.---.-------.---.---------.-----.---- ..--_._._---_. __ .
e-Stamp
Certificate No. IN-DL76784087252179N

Certificate Issued Date 29-0ct-2015 06:22 ,PM
(Zero)
First Party ORANGE ANANTAPURWIND POWER PVT LTD
(One Hundred only)
••••••••••••.•••••••••••••••••••• _ _.Please write or type below this line _.. •• _••••• '. _•••••• __• _•••••••• _• _•.

ANANTAPUR WIND POWER PRIVATE LIMITED AND MIS GAMESA RENEWABLE PRIVATE
INDIA NON JUDICIAL

----.---------------- • • • • __ o
e-Stamp
Certificate No. IN-DL7678051 007281 ON

Certificate Issued Date 29-0ct-2015 06:16 PM
(Zero)
First Party ORANGE ANANTAPUR WIND POWER PVT LTD
(One Hundred only)
••.•••.••••••••••.•••••••••••••••••••••••••••. Pleasewrite or type below this line •••• _••••••••••••••••••••••••••••••••••••••••.

ANANTAPUR WIND POWER PRIVATE LIMITED AND MIS GAMESA RENEWABLE PRIVATE
1. The. authenticity of this Stamp Certificate shoutd be verified at "www.shcilestamp.com". Any discrepancy in the details on this Certificate and as
available on the website renders it invalid.
2. The onus of checking the legitimacy is on the users of the certificate.
3. In case of any discrepancy please inform the Competent Authority.
ThisOperation and Maintenance Contract is entered by and between:
ORANGE ANANTAPUR WIND POWER PRIVATE LIMITED, a company

incorporated under the provisions of the Companies Act, 1956,
with its registered office at, F-9,FirstFloor, Manish Plaza 1, Plot No.
7, MLU, Sector-10, Dwarka, New Delhi - 110075 hereinafter
referred to as the "Owner/Company" (which term shall unless
repugnant to the context or meaning thereof be deemed to
mean and include its successors-in-business and permitted
assigns)of ONE PART.
AND
GAMESA RENEWABLE PRIVATE LIMITED (formerly Gamesa Wind

Turbines Private Limited), a company incorporated under the
provisions of Indian Companies Act, 1956, having its registered
office at The Futura ITPark,Block B,8th Floor, No.334, Rajiv Gandhi
Salai, Shollinganallur, Chennai - 600119,hereinafter referred to as
the "Contractor/Gamesa" (which term shall mean and include its
successors-in-businessand permitted assigns)of the OTHER PART.
(TheContractor and the Owner may, where the context permits,

be referred to collectively as "Parties" and individually as a
"Party").
WHEREAS:
A. The Owner is inter alia, engaged in the businessof owning and

operating wind power projects in India.
B. The Contractor is,inter alia, engaged in the businessof operating

and maintaining wind turbine generators.
C. The Owner intends to set up and own a 100 MW wind power

project ("Project") in and around village Nimbagallu, Anantapur
District,Andhra Pradesh.
D. The Owner isdesirousof engaging the Contractor for the provision

of operation and maintenance services for the WTGs,and the
Contractor has agreed to provide such services, in accordance
with the stipulations, terms and conditions set forth in this
Contract.
E. The Partieshave agreed to reduce into writing the detailed terms

and conditions governing the Operation and Maintenance of
WTGs,being these presents.
hereby acknowledged, the Partieshereto agree as follows:
1. DEFINITIONSAND INTERPRETATIONS
1.1. Definitions
In this Contract, unless the context otherwise requires, the

following capitalised terms, together with their respective
grammatical variations and cognate expressions,shall have the
meaning hereunder defined. Termscapitalized and not defined
herein shall have the meaning given to such term in the Supply
Contract.
"Access Rights" means non-exclusive registered easementry

rights or appropriate registered irrevocable leave and licence
rights in and over the Access Roads;
"Access Roads" means roads and ways, which leads to the

Location from the nearest Public Road and access to which is
granted by means of Access Rights.Access Roads needs to be as
per Road Specifications in Schedule 2 of this Contract;
"Affected Party" shall mean the Party being rendered unable

wholly or in part by any Force Majeure Event, to carry out its
obligations under this Contract;
"Affiliate" means, with respect to a Party, its subsidiary company,

its holding company or a company that is a subsidiary of such
holding company;
"Applicable law(s)" means any statute, law, regulation,

ordinance, rule, judgment, order, decree, clearance, approval,
directive, guideline, notification, circulars, policy, requirement, or
other governmental restriction or any similar form of decision, or
determination by, or any interpretation or administration of any of
the foregoing by, any Government Authority, as may be in force
and effect as on the date of signing of this Contract, and in effect
thereafter as amended, subject to the stipulations in Clause 14of
this Contract;
"Availability liquidated Damages" shall have the meaning

ascribed to it in Clause 11.4of this Contract;
"Business Day" means (i) any day which is not a Saturday or a

Sunday and (ii) a day on which banks are open for businessin
New Delhi and Chennai;
"CEIG" means the Chief Electrical Inspector to the Government

of Andhra Pradesh;
2
"Change in Law" means the occurrence of any of the following,
subsequent to the date of this Contract:
(a) the enactment, adoption, promulgation, modification or

repeal of any Applicable Law, including the imposition of
any new or additional Taxeswith or without retrospective
effect; or
(b) a change in any legislative, judicial, executive or

governmental codes of conduct, guidelines, policies or
regulations;
"Claim" means any claim, proceeding, cause of action, action,

or suit (including by way of contribution or indemnity) at law or in
equity in relation to Loss;
"Clause" means a clause of thisContract;
"Commercial Operation Date" or "COD" shall mean the date on

which WTGis Commissioned;
"Commissioning" means the WTGis permanently connected to

the grid with evacuation and metering as per 220kV level as per
the power Evacuation Approval, Applicable Laws, PPA and the
agreement executed with NREDCAPfor the development of the
Project (as evidenced by the issuance of necessary
commissioning certificates from relevant government agencies)
and has generated electricity and delivered the same to the grid
following the mechanical completion/erection of the WTG and
safe energization of each WTG. The terms "Commission" and
"Commissioned" shall be construed accordingly for a WTG;
"Contract" means this operation and maintenance contract

(also called as O&M Contract) including its preamble, recitals,
Schedules, annexure, attachments and any written amendments
or variations thereto made in accordance with its terms from time
to time;
"Control" means having the right, whether under contract or

otherwise, to exercise or cause the exercise of the vote of fifty
per-cent (50%) or more of the voting shares of a company or
body corporate or the right to appoint or remove a majority of
the directors thereof;
"DISCOM" means the electricity distribution licensee of the state;
"Disqualified Third Party" means, (a) in respect of the Company,

any person who is, or whose Affiliates are, engaged in the
business of manufacturing, supplying and erecting
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turbines; (b) in respect of either Party (i) any person or its Affiliates
or a promoter, director or partner of such person who has been
convicted for any criminal offence involving dishonesty or
corruption or has been debarred from dealing in securities in the
capital markets by the Securities and Exchange Board of India or
is in the caution list of the Reserve Bank of India or has been
barred from performing obligations similar to those contained in
this Contract in any jurisdiction; and (ii) any person or its Affiliate
which has pending litigation with the party in any jurisdiction;
"Effective Date" means the date of Commissioning of the first

WTG;
"Emergency" means a situation posing imminent danger to life or

which would result in irreparable damage to the Project or a
material part thereof if not attended to within 24 - 48 (twenty four
- forty eight) hours of such occurrence;
"Equipment" shall mean all machinery, tools and other work

equipment as may be required by the Contractor and its
personnel for the process of operation and maintenance under
this Contract;
"External Grid" means the evacuation infrastructure beyond the

Metering Point (including but not limited to EHV line, grid
substation, state transmissionutility and central transmission utility
owned substations and transmissionlines);
"Force Majeure" shall have the meaning as assigned to it under

Clause 19;
"Good Industry Practice" means the exercise of that degree of

skill,diligence and prudence which is proven to be employed by
Gamesa in relation to operation and maintenance and acting
generally in accordance with the prevailing laws, rules,
regulations, codes and the operation and maintenance
manuals;
"Government Approval" means any and all necessary and

required authorisations, consents, grants, approvals, licences,
leases, permits, exemptions, concessions, filings, clearances,
variances, orders, publications, notices, declarations or
regulations, issued by any Government Authority in connection
with the performance of obligations under this Contract by the
Owner and Gamesa;
"Government Authority" means the Government of India, any

Indian national, state government, any local, regional, territorial
---==~
4
or municipal government or quasi-government, ministry,
governmental department, government authority, commission,
board, bureau, agency, instrumentality, executive, legislative,
judicial, regulatory or administrative body or any other state utility
having or purporting to have jurisdiction over the Project, Project
Site or any portion thereof and performance of the obligations
and exercise of rights of the Parties in accordance with this
Contract, or any matter arising from or in connection with this
Contract;
"Grid" means the power evacuation and transmissionsystem of

the State Utility to which the Project will be connected for
evacuation of power generated by the Project;
"Grid Connectivity" means the approval attached as schedule

11of this Contract;
"High Wind Season" shall mean the period of the year from April
to September;
"INR" means the lawful currency of India;
"Intellectual Property Right" means any licences, permissions or

contracts from licensors of any goods, processes, methods and
systems incorporated or to be incorporated in the WTGs
proprietary information, patents, designs, franchises, trademark,
technology, know-how, trade secrets, data bases, industrial
processes, source codes, copyright and any other intellectual
and industrial property right, subsistingor recognised under Indian
law or any other applicable jurisdiction;
"Locations" means those parts of the Project Site where the

individual WTGsare to be set up;
"Losses" means all direct, losses {specifically excluding

consequential losses,indirect losses,lossof profit, lossof revenue
and lossof power generation (other than to the extent set out in
this Contract), and includes liabilities, damages, fines, interest,
awards, penalties, costs (including, reasonable legal costs,
lawyers' and arbitrator's fees), charges and expenses or other
lossesor damages or claims of whatsoever nature or howsoever
occasioned including any of the above suffered by the
non-defaulting party or a third party as a result of any act or
omissionin the course of or in connection with the performance,
non-performance, deficiency or omission to perform of the
obligations under this Contract;
"Low Wind Season" shall mean the period of the year from
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October to March;
"Machine Availability Warranty" shall have the meaning ascribed

to it in Clause 11of this Contract;
"Max Power Package" means the additional package to G97

T104 WTG,as set out in Schedule 3 of this Contract.
"Metering Point" means the point at which the generated

electricity from the Project would be metered and billed by the
DISCOM. The Metering Point would be, as defined in the power
purchase agreement to be signed for the Project with the
DISCOM;
"Owner's Engineer" shall have the meaning as assigned to it

under clause 9 of this Contract;
"O&M Manuals" means the O&M manual provided by the

Supplier, a copy of which has been received by the Contractor;
"Pooling Sub-station" means 33kV/220kV substation at Project

Site, with tentative coordinates (A 736864,1645556, B
37116,1645517, C 737108,1645316, D 736859,1645356), which
coordinates may be amended by mutual agreement of the
Parties;
"PPA" means the power purchase agreement(s} to be executed

between the Company and DISCOM for the sale, purchase and
off-take of the power produced by the WTGs;
"Project Site" means the site of the Project at Nimbagallu,

Anantapur District, Andhra Pradesh;
"Public Roads" means highways, state roads, village roads and

any other similar ways belonging to or vested in a Government
Authority, suitable for transportation of WTGComponents;
"Quality, Health, Safety and Environment Plan" means the quality,

health, safety and environment plan of Gamesa, given in
Schedule 4 of this Contract;
"SBAR" means the State Bank of India base rate used for the
purposes of interest rate determination under this Contract, from
time to time, in accordance with Reserve Bank of India norms;
"Schedule" means the schedules, as appended hereto forming

part of this Contract;
"Scope of Service" or "Services" shall mean the services set out in
6
Schedule 1 of this Contract;
"Spare Parts" means any part or component or assembly or

sub-assembly for WTGsand the Wind Farm Level Infrastructure;
"State Utility" or "STU" means the state transmissionutility of the state

of Andhra Pradesh and includes its relevant affiliates and successor
entity(s);
"Taxes" mean any fees, taxes, levies, interest, penalties or other

sum levied pursuant to any Applicable Law, including but not
limited to all sales, value added, excise and storage taxes, service
taxes, license and permit fees, entry tax, works contract tax,
levies, octroi, cess, import duties, imposts, deductions, charges,
with holdings and duties;
"Technical means the detailed

Specifications" technical
specifications of the WTGs provided in Schedule 5 of this
Contract;
"Type Certificate" means type certification by TUV Nord as per

Schedule 6;
"Uravakonda shall mean the 220kV/ 400kV substation

Sub-station"
at Uravakonda, Anantapur, currently under construction by the
TransmissionCorporation of Andhra Pradesh which the WTGsshall
be connected.
"Variation"means any change to the WTG's or the Scope of

Work of Gamesa in accordance with Clause XX;
"Wind Farm Level Infrastructure" means:
(a) 33 kV internal lines, from individual WTGs up to delivery

point in the Pooling SUb-station;
(b) Access Roads connected to each of the Locations;
(c) SCADA (Wind farm level);
(d) Pooling SUb-station; and
(e) 220kV lines from the Pooling Sub-Station up to the

Uravakonda Sub-Station Metering Point until charging of
this 220kV line;
"WTG" or "Wind Turbine Generator" means the Gamesa make

G97 Type 2 MW wind turbine generator with 104 meter hub height
(with or with out Max Power Package as set out in Schedule 3)
including but not limited to the nacelle, hub and control system ~
~Iable;()~
7 t~J
el) , 'P'a;y'
set of three blades, tubular towers, transformer, lighting
protection, cables, lifts, control panels, indoor switchgear and
aviation lights (if required) in accordance with the Technical
Specifications;
"Wind Farm" means 50 numbers of WTG, DP yard, 33 KV

transmissionline up to 33/220KV pooling substation and pooling
substation (till the Metering Point for the wind farm);
1.2. Interpretation
In this Contract unlessthe context otherwise requires:
(a) The words importing the singular shall mean the plural and
vice versa; and words importing the masculine shall include
the feminine and neuter and vice-versa.
(b) Where any word or expression is given a defined meaning,

any other grammatical form of that word or expression shall
have the corresponding meaning, where the context
requires.
(c) Any word or expression used in this Contract shall, unless

defined or construed in this Contract, bear its ordinary
Englishmeaning.
(d) "Recital", "Clause" and "Schedule" shall refer, respectively

to Recitals of, Clauses of and Schedules to this Contract.
The Schedules to this Contract shall form part and parcel of
this Contract.
(e) The headings and sub-headings in this Contract (and

references to them) are included for convenience only
and shall not be taken into account in interpreting this
Contract.
(f) The references to the word "include" or "including" or to

the phrase "in particular", shall be construed without
limitation.
(g) The references to any Contract or deed or other instrument

shall be construed as a reference to such Contract, deed,
or other instrument as the same may, from time to time, be
amended, varied, supplemented or novated.
(h) Reference to indebtedness includes any obligation

(whether incurred as principal or surety or otherwise) for the
payment or repayment of money, whether present or
future, actual or contingent.
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{i} Unlessotherwise provided, whenever provision is made for
the giving or issuingof any notice, endorsement, consent,
approval, permission, certificate or determination by any
person, such notice, etc., shall be reasonably given, shall
not be unreasonably withheld or delayed; and
{j} shall be in writing and the words "notify", "endorse",

"approve", "permit", "certify" or "determine" shall be
construed accordingly. Where any notice, consent or
approval is to be given by either of the Parties,the notice,
consent or approval shall be given on their behalf only by
any authorized persons as identified in this Contract.
2. SCOPE OF OPERATION AND MAINTENANCE
The Contractor shall provide operations and maintenance of the

Wind Farm, including preventive and curative maintenance, by
ensuring timely supply of parts, spare and consumables required
or necessary for the avoidance or rectification and or repair of
breakdowns and failures, on the terms and conditions contained
herein. The Scope of Services shall be in accordance with the
Schedule 1 of this Contract.
The Contractor confirms that it has inspected the Wind Farm

{during the commissioning} and found it to be suitable and
adequate for the execution of the Services.
3. TERM
3.1. The Contractor shall commence performance of the Services as

of the Effective Date of the Project and such performance shall
continue initially for 10{ten} consecutive years following the
Commissioning Date of the last WTG of the Project, unless
terminated in accordance with the terms of this Contract {the
"Term"}.
3.2. The Parties agree that, 3 {three} months prior to the expiry of the
Term, the Owner shall intimate the Contractor of its intention to
extend the Term and thereafter the Partiesshall mutually discuss
the terms of such extension.
3.3. The Contractor agrees, acknowledges and confirms that it will

provide all assistance including operation and maintenance
manuals and initial hand holding that may be necessary for the
smooth transition of the operations and maintenance of the
Project from the Contractor to any other contractor in the event
the term of this Contract is not extended beyond the Term,
stipulated herein or Termination as per clause 20 of this Contract.
9
The Contractor shall provide all such assistance in the last 3
(three) months of the Term. The Owner is entitled, at its own
discretion, to deploy another contractor during this period of 3
(three) months. However, the Contractor shall remain liable for
the guarantees and warranties provided for in this Contract
during this 3 (three) months period.
3.4. Notwithstanding termination of the O&M Contract, the

Contractor shall continue to provide Spare Partsat market prices
and standard delivery terms comparable to other similar
customers of the Contractor for the entire operational life of the
Wind Farm.
3.5. Following the expiry of the Term or the termination of this Contract
as per Clause 20 and subject to Clause 3.4 above, the Contractor
shall co-operate with the Owner to ensure the smooth and
efficient hand over of the Project Site to the Owner and remove
all its Equipment and any material owned by it from the Project
Site, including any plant, machinery and Spare Parts, within a
reasonable time period. The Contractor shall ensure that all
manuals, logs and records of the Equipment, including the WTG's,
DP Yards and 33kV line, and any other document pertaining to
the Project are handed over to the Owner, including Intellectual
Property Rights,if any, owned by the Contractor, but required for
the operation and maintenance of the Project, are licensed to
the Owner for the life of the Project, irrevocably, non- exclusively,
and free of charge. Said license may be assigned only together
with the Project. The Owner shall be entitled to grant a sublicense
of such Intellectual property Rights to third party contractors for
the limited purpose of operation and maintenance of this Project.
Upon the expiry of the Term or termination of this Contract, the
Contractor shall also provide the following: (i) all records,
manuals, handover notes, SCADA system, etc and ensure the
integration of the SCADA of the contractor with the current
system; and (ii) availability of Spare Partsat a market price.
4. OPERATION AND MAINTENANCE PRICE
4.1. The Services in respect of Wind Farm and the Wind Farm Level
Infrastructure, at the Project Site, shall be performed by the
Contractor, free of cost for a period of 10 (ten) months from the
date of Commissioning of the relevant WTG ("Free O&M Period").
4.2.
("InterimFee"). The Contractor shall raise a separate invoice for
the Interim Fee after the Free O&M period of the last WTG, and
the Owner shall pay within 15 (fifteen) days from the date of
receipt of such invoice. In the event that the period between the
Commissioning of the first WTG and the last WTG of the Project
exceed by a period of 90 (ninety) days, the Parties shall mutually
discuss and agree upon an extended interim period or revise the
terms of this Contract in relation to such interim period.
4.3. The Operation and Maintenance Price per WTG ("Operation and
Maintenance Price" or "O&M Price") shall be given in the table
below:
Period O&M Payment per WTG for relevant

year (in Rs. Lacs)
11th month till 18th month 13
19th month till 30th month 20.5
31st month till 42nd month 22
43rd month onwards 5%escalation per annum on 22
Lacs
4.4. The Operation and Maintenance Price isexclusive of all the Taxes.
Any Tax, fee or charge that may be imposed by any Government
Authority in respect of the Owner's WTGsduring the term shall be
borne by the Owner.
4.5. Invoices for the Operation and Maintenance Price shall be raised
by the Contractor quarterly in advance, and for other amounts
payable by the Owner under this Contract as and when such
liability of the Owner arises,as mutually agreed upon.
4.6. The Owner shall be entitled to issue a claim notice on the

Contractor for any amounts due and payable by the Contractor
under Reactive Power Guarantee, Machine Availability Warranty,
Transmission Loss Warranty and Resource Availability Warranty
and the Contractor shall pay such amount within seven (7)
BusinessDays from the date of receipt of the relevant claim
notice. Without prejudice to anything stated herein, the Owner
shall be entitled to set off any amounts recoverable by the
Owner from the Contractor against the O&M Price, payable by
the Owner to the Contractor, through a credit note mechanism,
if the amounts payable by the Contractor to the Owner, remain
unpaid after 7 (seven) BusinessDays from the date of receipt of
the claim notice, then, such amounts shall attract an interest at
SBAR, on the amount of unpaid amounts due from the
Contractor to the Owner, until the date of actual payment
thereof to the Owner. In the event of non-payment of the above
11
amount along with applicable interest, after the completion of
30 (thirty) days from the date on which interest is payable, the
Owner reserves the right to issue a notice for termination of the
O&M Services.
4.7. In the event that either party finds any discrepancy in any invoice
or claim raised by the other party, the receiving party shall be
entitled to give a written notice of such discrepancy and the
reasons thereof, to the issuing party, within a period of 5 (five)
BusinessDays from the date of receipt of such invoice.
4.8. The receiving party shall, in such an event, pay such part of the
invoice value as is not discrepant and withhold that part of the
invoice value which is discrepant ("Discrepant Amount"), till such
time that the discrepancy is resolved between the Parties.
Notwithstanding the above, when the issuing party receives a
notice in relation to Discrepant Amounts, it shall not in any
circumstances discontinue the performance of its obligations
under this Contract.
4.9. Upon receipt of a notice in relation to Discrepant Amounts from

the receiving party if the receiving party's view on the Discrepant
Amounts is accepted by the issuing party, the issuing party shall
provide a revised invoice to the receiving party after excluding
the Discrepant Amounts. In the event that the Partiesare unable
to resolve any issue in relation to any Discrepant Amounts, such
dispute shall be resolved in accordance with the dispute
resolution provisionsof this Contract.
5. TERMS OF PAYMENT
5.1. Subject to Clause 4.7, 4.8 and 4.9 above, the Owner shall make
undisputed payments to the Contractor within 15 (fifteen)
BusinessDays from the date of receipt of the Contractor's invoice
in original. For the first quarter of every financial year, the O&M
Price shall be paid after the finalization of the Resource
Availability, in accordance with the terms of this Contract.
5.2. The invoice shall be raised as per the format mutually agreed.
5.3. In the event the Owner defaults on the payment of the O&M
Price, as agreed under Clause supra, the Owner shall pay default
interest at the rate of SBAR,prevailing on the date of such default
on the due payments calculated from the due date up to the
actual date of realisation by the Contractor of the said payments
("Default Interest").
All payments under this Contract, shall be made after deduction

~~"'-
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of the applicable withheld Taxes and works contract tax, as
applicable.
6. SUBCONTRACTING
6.1. The Contractor may utilize sub-contractors mutually agreeable to

the Parties in performing the Services, provided that the use of
such sub-contractors by the Contractor shall not, in any respect,
relieve the Contractor of its obligations, liabilities and warranties
under this Contract. Certain key positions, as indicated in the Site
Staffing Plan (Schedule 7), may not be sub-contracted without
the Owner's prior consent.
6.2. Nothing in the Contract shall create any obligation on the part of
the Owner to pay to, or to see to the payment of any sums to
any sub-contractor, unless specifically agreed by both the
Parties. The Contractor shall be responsible in all aspects and at
all times for any and all sub-contractors' acts or omissions.
7. HAZARDOUS SUBSTANCES AND WASTE
The Contractor will, in accordance with Applicable Law, remove

from the WTGand Project Site all hazardous substances and/or all
ordinary and hazardous waste resulting from the maintenance of
the Equipment at its own cost, if any.
8. CONTRACTOR'S OBLIGATIONS
8.1. Access
The Contractor confirms that it shall maintain all Access Roads, in

accordance with the terms of this Contract and keep them
motorable for trailers and cranes throughout the Term.
The Owner shall be responsible for forecasting & scheduling of the

generation, in line with the government policy on the same. The
Contractor shall provide uninterrupted (provided that
connectivity from the pooling substation onwards is available) 10
(ten) minute interval data of all WTGsto the OPC server installed
by the Owner, and will assistthe Owner in submitting the energy
forecast schedules to respective load dispatch centres to the
Owner to facilitate the process of scheduling and forecasting of
the generation, as required by the government policy on the
same. It is clarified that, if the O&M Contract is terminated by the
Owner, the Contractor will reconfigure the SCADA System to
allow the Owner to secure the access to the data acquisition,
reporting and control functions of the SCADA, provided OPC
server is installed by the Owner. However, all statutory
expenses/charges and any recurring expenses/charge ~_
13 i"@:" -~~
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regarding scheduling and forecasting shall be borne by the
Owner. Furtherthe Owner will be responsible for UICharges or any
other applicable charges.
8.2. Permits and Licenses
The Contractor shall obtain and maintain at the Owner's cost, all
Government Approvals as may be applicable from time to time
for the operation of the Project and the WTGsin accordance with
Applicable Laws and the terms of this Contract.
8.3. Except as set forth in Clause 8.4, the Owner shall, during the Term
of this Contract, without the prior written consent of the
Contractor, except as set forth in Clause 8.4, neither procure any
services from any contractor other than the Contractor nor
perform any services on the Wind Farm by itself.
8.4. The Owner may procure the Servicesfrom a party (or, in the case
of sub-clause (a) below, the Contractor itself) other than the
Contractor (such Person, a "Replacement/Additional
Contractor") in the following circumstances:
(a) if and to the extent the Contractor receives a Default

Notice and the Contractor has failed to cure the
applicable default within the time period of 45 (Forty Five)
days from the Default Notice, then, upon delivery of prior
notice thereof to the Contractor, the Owner may procure
Services from a Replacement Contractor but only to the
extent such Services are necessary in the determination of
the Owner to end, prevent or mitigate the default;
(b) to perform any additional services but only if and to the

extent (i) the Contractor has received the first right of
refusal notice from the Owner and has declined the same,
within 14 (fourteen) days from the date of receipt of such
notice from the Owner, for providing such additional
services,at the price and in accordance with the schedule
and the standard of performance, set forth in the notice;
and
(c) Emergency situation, where the Contactor has not

responded promptly or to the satisfaction of the Owner.
Provided that any such Replacement Contractor shall be

required to perform such services in accordance with the Good
Industry Practices.
OWNER'S ENGINEER AND OWNER'S CONSULTANTS
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14
9.1. The Owner shall have the right to appoint an Owner's Engineer
and the Owner's Consultants, to inspect the operation and
maintenance of the Wind Farm, at its own cost. The Owner's
Engineer and the Owner's Consultants, as appointed by the
Owner shall have a right for monitoring of operations and
maintenance of the Project, on behalf of the Owner, to ensure
that the Contractor's standard practices are followed, the
Contractor's stipulated qualities are maintained, the O&M
Manual, the O&M Plan and Quality, Health, Safety and
Environment Plans are followed. The Owner's Engineer shall
engage in monitoring of the Project activities during the term of
this Contract However, such Owner's Engineer shall adhere to the
Contractor's Quality, Health, Safety and Environment Plan and
shall not hinder the Servicesand performance of WTG.
9.2. The Owner's Engineer shall have full authority to act on behalf of
the Owner, at all times during the term of this Contract. With
regard to all technical matters, the Contractor shall perform its
obligations in accordance with this Contract.
9.3. The activities of the Owner's Engineer contemplated in Clause 9.1

and 9.2 above, shall not absolve the Contractor from its Warranty
liability under Clause 11.
9.4. The Owner's Engineer and the Owner's Consultants shall not be a
Disqualified Third Party.
10. QUALITY, HEALTH SAFETYAND ENVIRONMENT
The Contractor shall:
(a) performing its obligations under this Contract, comply with

the Quality, Health, Safety and Environmental Plans as
given in Schedule 4 and with all Applicable Laws in relation
to quality, health, safety and environment, at the
Contractor's cost and remove all hazardous substonces:
(b) allow the Owner's representative including the Owner's

Engineer or any lenders' independent engineer to inspect
and check, if required, the Contractor's compliance with
the Quality, Health, Safety and Environmental Plans,at the
Project Site, provided that the Owner provides the
Contractor with at least 5 (five) BusinessDay's prior notice of
the Owner's intent to inspect and such inspections must not
materially impede, hinder or interrupt the Contractor's
operations or performance of its obligations under this
Contract. Such notice shall not be required to be given in
case of an Emergency situation or in case of inspection by
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a Government Authority.
11. WARRANTIES
Warranty obligations in respect of the Wind Farm (including WTGs)

to be fulfilled by the Contractor under this Contract shall be
limited to the following:
(a) the Resource Availability Warranty;
(b) the Reactive Power Import Warranty;
(c) the TransmissionLossWarranty;
(d) the Machine Availability Warranty;
11.1. Resource Availability
The Contractor shall ensure that the Resource Availability of 97%is

maintained on an annual basis.
The compensation for any shortfall in Resource Availability will be

payable on the actual losses computed at the prevailing PPA
feed-in tariff rate, interest cost on GBI revenue delayed with
default interest at the rate of 13%per annum (calculated on the
basis of difference of net present value of the GBI revenue
expected to received now and expected to be received if no
generation was lost subject to a maximum of 50%of the annual
O&M Price for Resource Availability. For first and second year of
operation, the cap would be a maximum of 50% of the annual
O&M Price for the third year.
The formula for Resource Availability is as follows:
"Resource Availability" shall mean the ratio of actual number of

annual hours for which the Wind Farm is in a state of complete
readiness to generate power which is metered at the billing point
and subject to the External Grid availability and all other
parameters referred hereunder, to the total number of available
hours. Resource Availability shall be calculated as follows.
n
~ [YR-(GF1 +GF2++FM+TNA)]
% Resource Availability = ----------------------------------------------
)( 100
LI!
[YR-(GF1+GF2+FM)]
k=l
Where
K = No. of WTGs
16
YR = = Total Time = No. of days under consideration X 24 (Le. hours
in a day) = 8784 hrsin case of leap years, and 8760 hrs otherwise
GFl and GF2 are Grid Failure hours, as defined below:
GF1 - <Grid Failure>=Hourslost due to Failure of External Grid
GF2 - Curtailment = Evacuation restriction/Forced backdown

from Electricity Board (EB)due to import and export limitation
FM = Force Majeure hours, including but not limited to:
The term 'Force Majeure Event' as employed herein shall mean

acts of God strikes, lockouts or other industrial disturbances
(excluding any strikes,lockouts or industrial disturbances by the
employees, workmen of the Contractor), acts of public enmity,
wars, blockades, insurrections,masshostilities
A. such that the Affected Party has been unable to overcome or

prevent despite exercise of reasonable care and due diligence
where such event could have been prevented by the Affected
Party; and
B. such that it/they has/have a material adverse effect on the

Affected Party.
A Force Majeure Event shall not relieve a Party from any liability
for an obligation which arose before the occurrence of that
event, nor does that event affect the obligation to pay money in
a timely manner which matured prior to the occurrence of that
event.
Notwithstanding anything contained herein, the following shall

not constitute a Force Majeure Event:
(a) economic hardship in the performance of any obligation;
(b) delayed performance of any obligation either on the part

of the Supplier or any of its sub-contractor and Owner
unlesssuch event is caused by an event of Force Majeure
Event;
(c) increased costs of the performance of a Party's obligations

hereunder, including costs of equipment, material or labor;
(d) a breach of any provision of the Contract;
(e) inability of a Party to pay any monies due pursuant to this

Contract
17
(f) conditions caused by the proven wrongful acts of the
Party claiming Force Majeure Event;
(g) weather or ground conditions reasonably expected from

the climate in the geographic area of the Project, unlessit
is unsafe for performance of the Contract
EE = events excluded from Resource Availability ("Exclusion

Events") are as below:
1} Grid parameters out of the range set out in the

Technical Specifications.
2} Wind speed out of the range set out in the Technical

Specifications.
3} Ambient temperature out of the range set out in the

Technical Specifications
4} Non fulfilment by the Owner of its obligations under

this Contract.
5} Unauthorised modifications to or use of WTGs by

owner:
6} Useof spare parts not authorised by Contractor
7} Operation of the WTGsnot being as per Technical

Specifications and O&M Manuals by Owner;
8} The defect is caused due to any act or omission by

Owner or its agents other than-Contractor;
9} Time taken to make any modifications imposed by

Changes in Law subsequent to commissioning that
have an adverse impact on the performance of the
WTGsthat leads to changes to WTGs;
10} In case of More than 365 (Three Hundred Sixty Five)

grid failures per year involving or requiring a
shut-down or tripping of WTG,computed during any
consecutive 12 (twelve) month period. "Grid Failure"
is defined as a condition in which the grid
parameters (such as voltage, frequency etc.) are
outside the set range resulting in sudden stoppage of
WTG, which is undesirable. In case of any defects
caused due to Grid Failure, the time taken to rectify
such defect would be considered as Exclusion
Events. The costs for rectifying a" such defects shall
18
be mutually discussed between the parties. O&M
Contractor has to demonstrate and prove that the
sudden stoppage or tripping has been caused by
external grid conditions.
11) In case of failure of the Transformer in the Pooling

Substation, a period of 60 (sixty)daysfrom the date of
occurrence of the transformer failure.
12) Unsafe Working Conditions
13) WTGCable Unbundling
It isclarified that any RoWissue,leading to a situation where there

can be restricted access to the Wind Farm, shall not be an
ExclusionEvent and would be counted under Time Not Available,
unlesscaused by the Owner.
TNA = Time Not Available means the number of hoursin which the
WTG is not operative due to reasons other than covered in
ExclusionEvents,Grid Failure and Force Majeure. Except that the
specific hours during which a WTGisnot operating or not ready to
operate due to a fault within the Equipment covered by the
Resource Availability Warranty will not be allocated as an
exclusion to the availability simply because of a coincidence of
such conditions unlessit is proven that the exclusion provided for
in this Contract was the cause of the fault within the equipment
covered by the availability warranty.
For the purpose of calculation of Resource Availability during the

Warranty Period, subject to the exclusions provided in this
Contract, a WTGwill be considered to be de-rated if it isobserved
to be operating in a de-rated manner within the operating
parameters of the WTGs,such that its power capacity isreduced
from its expected power capacity (as per Power Curve), whether
caused by a defect leading to de-rating for more than 72 hours,
or through manual intervention by the Contractor leading to
de-rating for more than 24 hours, or through protective measures
employed by the WTG control system leading to de-rating for
more than 72 hours, and whether detected by analysis of SCADA
data or control system parameter settings.
Such a WTG will not be allowed to operate in a de-rated

condition for more than 7 (seven) calendar days, unlessotherwise
mutually agreed by the Parties, During this period, Contractor
must take corrective measures to return the WTG to normal
operation. Additionally, during this period, the measured
availability of the affected WTGwill be reported for the pur - ij-
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of calculation of contractual availability as a reduced number
proportional to the ratio of the de-rated capacity of the WTG
compared to the nominal capacity of the WTG,regardless of the
prevailing wind conditions, as per the following formula:
Pro-rated available hours of de-rated turbine = (de-rated

capacity/rated capacity as per Power Curve) X available hours
11.2. Generation Bonus
Gamesa will receive a Generation Bonus as a share of the

additional revenue generated as a direct result of the Resource
Availability being equal to or greater than 97.25%. For the
purpose of the Generation Bonus calculation, the Resource
Availability will be calculated as follows:
11
I [YR-( TNA2)]
k=l
% Resource AvailabilitYGB= --------------------------- X 100

I [YR]
n
Where TNA2is number of hours i~=Whichthe WTGis not operative

due to any reason
Resource Bonus Percentage (X)

AvaiiabilityGB
97.25%-97.50%15%of the generation revenue arising because of
the yearly Resource Availability greater than
97.25%,
>97.5% 50%of the generation revenue arising because of
the yearly Resource Availability greater than
97.5%,
For eg: If Resource Availability in a year is 98.5% and the units

generated by 50 WTGs are 135 Mn units and PPA rate is INR
5.00/kWh, then
Generation Bonus = (15%* (97.5%- 97.25%)* 135 * 5.00) + (50%*

(98.5%- 97.5%)* 135 * 5.00) = INR3.628 Mn.
The generation bonus shall be computed on an annual basis and

becomes payable on completion of the first year from the
Commissioning Date of the Wind Farm and shall be paid to the
',
Contractor against claim to be raised by the Contractor and
mutually agreed with the Owner.
.11.3. stabilization:
0
'.
. ,
20
The Contractor to stabilize the WTGwithin 30 (thirty) days from the
COD of the respective WTG ("Stabilization Period") and the
guaranteed Resource Availability during this period would be
90%.
At the end of the 30 (thirty) days period, the Contractor may

propose to extend the Stabilization Period in order to make
adjustments required to protect the long term reliability of the
Project. In such case, the parties will meet to discuss and agree
on a potential extension of the Stabilization Period ("Extended
Stabilization Period") and on the guaranteed Resource
Availability during the Extended Stabilization Period. The Owner
will have the right to reject such proposal if not reasonably
justified, in which case, the guarantee (Resource Availability,
Reactive Power, Transmission& Machine Availability) as given in
Clause 11.1, 11.5, 11.6 and 11.7 shall become in force.
It is clarified that stabilization does not include failure to complete

the Project, or part thereof, and will not exempt the Contractor
from Delay Liquidated Damages in case of delay in Project COD
or commissioning of individual WTGs.
11.4. Availability Liquidated Damages
(a) If the Contractor fails to meet the average Resource

Availability Warranty as per Clause 11 the Contractor shall
be liable to pay to the Owner the availability liquidated
damages ("Availability Liquidated Damages").
(b) The Owner shall document the annual income generated

by the WTG(s) during the particular year. The Availability
Liquidated Damages shall be calculated as stated below.
(The numbers used in the following example are solely for the
purpose of illustration)
Energy generation documented by the Contractor
and verified by Company: 100,000Units
Resource Availability documented by Contractor: 92%
Resource Availability warranted by Contractor: 97%
Resource Availability shortfall: 5%
Lossof generation due to lower Resource Availability => 1,00,000/

92%X 5%= 5,435 units
21
Liquidated damages will be: 5,435 x INR5.00/- (selling rate to SEB)
= INR27175/-
Total Liquidated damages payable is INR27,175/-
(c) The Parties agree and acknowledge that liability of the

Contractor on account of Availability Liquidated Damages
under this Contract or otherwise shall be limited to a
maximum of 50% (fifty percent) of the O&M Price for the
Owner's WTGsfor the relevant year excluding taxes duties
and levies.
(d) The liability for the Free O&M Period shall be calculated on
the basis of the O&M Price for the third year.
11.5. Reactive Power Warranty
(a) The Contractor warrants that the maximum chargeable

Reactive Power drawn cumulatively by the Wind Farm will
not exceed 4% of the total power generation by all WTGs
on yearly basis in the Wind Farm at the metering point.
In the event that the annual Reactive Power drawn for the
Wind Farm exceeds 4% of total units generated by down
the Wind Farm per annum ("Reactive Power Warranty"),
and the Owner isrequired to pay penalty or any charges to
any relevant government authority for the excess Reactive
Power drawl over 4%,then the Contractor will compensate
the Owner for such excess reactive power drawn at the
prevailing rate charged by SEB / DISCOM, at actuals
("Reactive Power Liquidated Damages"), subject to
maximum cap of 10%of annual O&M expenses
Reactive Power (RKVAH)will mean the VAR (reactive volt

ampere) component of the product of voltage and
current, which the Wind Farm will provide to or absorb from
the State Grid /Distribution Systemand which ismeasured in
MVAR.
Percentage of chargeable KVArh (per year) = Chargeable KVArh

(units) / KWh Export(units)
(The numbers used in the following example are solely for the
purpose of illustration)
KVArh drawn (chargeable) recorded in the 120000units

Wind Farm
22
I KWh Export: 2000000 units
Percentage of actual KVArh chargeable to 120000/

KWh Export 2000000=6%
Percentage of KVArh to KWh Export warranted 4%

by Contractor
KVArh guaranteed = 4% of 2000000 units = 80000
Excess KVArh Import 2%
IExcess KVArh Import Units~ 120000- 80000 = 40000 Units
Liquidated damages will be: 40000 units x INR 0.25/- (Penalty

imposed by STUsay INR 0.25 per KVArh) = INR.10000.00
11.6. Transmission Losses:
During the currency of O&M Contract, the Contractor shall

ensure that the loss of units between the individual WTGsand the
Point of Billing is not more than the transmission losses calculated
based on the as-built evacuation system between the WTGs and
the Point of Billing at Project COD (liAs-Built Transmission Loss")plus
0.5% of generation per annum for all the WTG's put together for
the Project or actual transmission loss at the end of the 1st year
operation and maintenance of the Wind Farm, whichever is
lowerl'Tronsrnission Loss").
In the event of loss of units exceeds the Transmission Lossthen the

Contractor shall compensate the Owner for an amount equal to
the lost units calculated at the prevailing PPA tariff rate, interest
cost on GBI revenue delayed at the rate of 13% per annum
(calculated on the basis of difference of the Net Present Value of
the GBI revenue expected to be received now and expected to
be received if no generation was lost) above the Transmission
Loss,at actuals, subject to a maximum of 25% of the annual O&M
Price.
For eg: if the Transmission Lossis calculated to be 3% at the end of

first year and the Transmission Loss for any year from the
beginning of second year is calculated to be 4% and the
metered generation from the Wind Farm for nth year is 15 Crore
units, then the Transmission Loss Liquidated Damages for the nth
year will be:
Additional Transmission Loss * Annual generation
23
year/( 1-transmission loss for the nth year) * PPA tariff
(4%-3%) * 15,00,00,000/( 1-4%) * 5.00 = INR 78,12,500/-
11.7. Machine Availability
The Contractor shall ensure half yearly Machine Availability of 95%

is maintained during High Wind/Low Wind Season.
The formula for Machine Availability is as follows:
"Machine Availability" shall mean the ratio of actual number of

annual hours for which the WTG, is in a state of complete
readiness to generate power which is metered at the billing point
and subject to the Grid availability and all other parameters
referred hereunder, to the total number of available hours.
Internal Grid means the evacuation equipment between WTGs
and the pooling substation; and the External Grid means the
evacuation equipment beyond metering point, including the
pooling substation. Machine Availability shall be calculated as
follows.
"
I [YR-(GF1+GF2+GF3+FM+TNA)]
k-1
% Machine Availability =
f
---~--------------------------------------------)( 100
[YR-(GF2+GF3+FM)]
k=l
Where
K = No. of WTGs
YR= = Total Time = No. of days under consideration )( 24 (i.e. hours

in a day)= 8784 hrs in case of leap years, and 8760 hrs otherwise
GF1, GF2 and GF2 are Grid Failure hours, as defined below:
GF1 - <Grid Failure> =Hours lost due to Failure of External Grid
GF2 - Curtailment = Evacuation restriction/Forced backdown

from Electricity Board (EB)due to import and export limitation
GF3 - <Grid Failure> =Hours lost due to Failure of Internal Grid and
pooling substation
FM = Force Majeure hours, including but not limited to:

of public enmity, wars, blockades, insurrections,masshostilities:
A. such that the Affected Party has been unable to overcome or

prevent despite exercise of reasonable care and due diligence
where such event could have been prevented by the Affected
Party; and
B. such that it/they has/have a material adverse effect on the

Affected Party.
A Force Majeure Event shall not relieve a Party from any liability
event.
Notwithstanding anything contained herein, the following shall

not constitute a Force Majeure Event:
(b) delayed performance of any obligation either on the part

of the Supplier or any of its sub-contractor and Owner
unlesssuch event is caused by an event of Force Majeure
Event;


Contract


isunsafe for performance of the Contract
EE = events excluded from Machine Availability ("Exclusion

Events") are as below:
1) Grid parameters out of the range set out in the

Technical Specifications.
2) Wind speed out of the range set out in the Technical

Specifications.
25
3) Ambient temperature out of the range set out in the
Technical Specifications
4) Non fulfillment by the Owner of its obligations under

this Contract.
5) Unauthorised modifications to or use of WTGs by

owner-
6) Use of spare parts not authorised by Contractor; by

Owner
7) Operation of the WTGs not being as per Technical

Specifications and O&M Manuals by Owner;
8) The defect is caused due to any act or omission by

Owner or its agents other than-Contractor;
9) Time taken to make any modifications imposed by

Changes in Law subsequent to commissioning that
have an adverse impact on the performance of the
WTGsthat leads to changes to WTGs;
10) In case of More than 365 (Three Hundred Sixty Five)

grid failures per year involving or requiring a
shut-down or tripping of WTG,computed during any
consecutive 12 (twelve) month period. "Grid Failure"
is defined as a condition in which the grid
parameters (such as voltage, frequency etc.) are
outside the set range resulting in sudden stoppage of
WTG, which is undesirable. In case of any defects
caused due to Grid Failure, the time taken to rectify
such defect would be considered as ExclusionEvent.
The costs for rectifying all such defects shall be be
mutually discussed between the Parties. The O&M
Contractor has to demonstrate and prove that the
sudden stoppage and tripping has been caused by
the external grid conditions.
11) Unsafe Working Conditions
12) WTGCable Unbundling

exclusion to the availability simply because of a coincidence of
such conditions unlessit is proven that the exclusion provided for
in this Contract was the cause of the fault within the equipment
covered by the availability warranty.
11.8. Exclusive Remedy
The Partiesagree and acknowledge that any sumswhich would

be payable under Clause supra, are in the nature of agreed
compensation and allocation of risk in respect of Resource
Availability TransmissionLossand Reactive Power Import and are
not a penalty and are fair and reasonable and shall collectively
be subject to a cap of 50% (fifty percent) of the annual O&M
Price. The Owner's sole and exclusive remedy in damages for any
and all Losses suffered by the Owner, as a result of the
Contractor's failure to achieve Resource Availability Reactive
Power Import Warranty and TransmissionLossWarranty, shall be
the payment of the liquidated damages, set forth in clauses 11.4,
11.5 and 11.6above.
Notwithstanding anything contained in this Contract, the Parties

agree and acknowledge that the Owner shall have the right to
set off any amounts (including Availability Liquidated Damages,
Transmission Loss Liquidated Damages and Reactive Power
Liquidated Damages) due and payable by the Contractor under
this Contract from the amounts due and payable by the Owner
to the Contractor under this Contract.
12. INSURANCE
12.1. During the Term, the Owner shall take the third party insurance
and general insurance covering risk related to fire and special
perils, natural calamities and Force Majeure events, burglary and
theft policy to sufficiently cover the risksin respect of the WTG.
12.2. The Contractor shall on sans recourse basis, provide the Owner
with all necessary documents (including FIR,if applicable) in a
timely manner, and assist and cooperate with the Owner in
complying with the insurance policies and assistin claiming under
the said insurance policies in accordance with this Contract.
12.3. The Contractor is and shall not be responsible for any short
settlement of claim by the insurance company and the Owner
shall pay to the Contractor, for the Services and the Spare Parts
utilized therefore, based on the invoice raised by the Contractor
in full, except for any insurance claim rejected or short settled due
to reasons attributable to the Contractor for breach of its
obligations contained herein, or for equipment defects, will be
27
corrected by the Contractor at its own cost, less the short
settlement. The Owner shall have no responsibility in this regard. It
is clarified that the Contractor shall immediately commence the
rectification work without waiting for the insurance Claim
settlement. Any dispute between the parties to be addressed
through Clause 25.
12.4. The Contractor shall obtain adequate workmen compensation

insurance as per Applicable Law. The Contractor shall take the
third party insurance and general insurance covering risk related
to fire and special perils, natural calamities and Force Majeure
events, burglary and theft policy to sufficiently cover the risks in
respect of the Wind Farm Level Infrastructure, except OP Yard ..
13. NOTICES
13.1. All notices to be given under this Contract shall be sent to the
Owner or the Contractor, as the case may be, at the addresses
set forth below or to such other addresses as notified from time to
time by the Parties to each other, by hand, registered post,
electronic mail or facsimile:
To the Owner:
Attention:
1) Mr. Sudhir Nunes, CEO, or
2) Mr. Nitin Sood, AGM - Contracts
Address:
301-B, 3rd Floor, 0-21 Corporate Park,

Sector 21, Owarka,Oelhi -110075, India
Fax: +91 11 3010 1114
To the Contractor:
Attention:
Mr. P Rajenthiran,
AVP - Services
Address:
The Futura ITPark, Block B, 8th Floor,

No.334, Rajiv Gandhi Solei. Shollinganallur,
hennai - 600 119
28
Tamil Nadu, India.
Fax:+91 44 0060661/62
13.2. No electronic mail communication will be accepted as a legal

notice/ legal claim. Such communication must be served at the
appropriate address only by registered post.
13.3. A notice will be treated as having been received:
(a) if sent by hand, when the notice has been put in the course
of delivery and isout of sending party's control; and
(b) if sent by facsimile, upon production of a correct and

complete transmissionreport by the machine from which
the facsimile was sent which indicated that the facsimile
was sent in its entirety to the facsimile number of the
recipient notified for the purposes of this paragraph (all
facsimile shall be followed by registered post or hand
delivery).
14. CHANGE IN LAW
14.1. In the event that after the date of this Contract, there is a
Change in Law, in India, that affects any of the terms of this
Contract, including:
(a) any increase in Taxes as a result thereof, including with

retrospective effect if any, shall be to the account of the
Owner. The Contractor confirms that any benefit because
of reduction or deletion of Taxes and/ or change in
the judicial or governmental interpretation thereof shall
be passed on to the Owner by the Contractor and the
Contractor shall reimburse the appropriate amounts on
account of reduction of any Taxesto the Owner;
(b) any increase in the O&M Price, due to any mandatory

requirement to change the Scope of Services, shall be to
the account of the Owner and the Contractor hereby
confirms that any benefit, because of any decrease in the
O&M Price, due to any mandatory requirement to change
the Scope of Servicesshall be to the account of the Owner.
(c) the Parties shall, mutually agree on the adjustment to any

other terms of this Contract so as to negate any other
effect of such Change in Law;
but not limited to adjustment to the terms of this Contract,
whereby the adverse effect of such Change in Law, on the
Affected Party'sobligations under this Contract is mitigated
but, however any consequential increase in the O&M Price
thereby, shall be to the Owner's account.
14.2. If the application of any Change in Law increases the time of

performance or costs of the Contractor in performing its
obligations under this Contract, the Contractor shall submit a
proposal to the Owner including the following details:
(a) a description of the Services affected or proposed to be

provided, together with a program for performance of the
Servicesand other supporting details and calculations;
(b) the Contractor's proposal for any adjustment to the O&M

Price, with a detailed breakdown of the rates for the
Servicesto be done and documents evidencing the same.
14.3. The Parties shall negotiate with a view to agree upon the
Contractor's quotation and the financial impact on the Owner.
Such agreement shall be confirmed by the Owner's
representative in a variation order ("Variation Order") identifying
the value of the change and the agreed financial impact on the
Owner. The Parties agree that any changes to the O&M Price
shall be limited to the actual and verifiable increase or decrease
in Costs, directly and reasonably increased by the Contractor,
solely due to the relevant event and the Contractor shall take all
best efforts to minimisesuch increases.
14.4. The Contractor shall not suspend performance of this Contract

during review and negotiation of any Variation Order, except as
may be directed by the Owner or required by Applicable Law.
14.5. The Contractor shall commence to implement any Variation

Order issued by the Owner, and shall execute the changes
ordered with all due diligence and in accordance with this
Contract.
14.6. Where a Variation Order reduces, omits or optimises any part of

the Services, resulting in reduction of the O&M Price, then such
cost benefits shall be passed on to the Owner. The Parties shall
mutually determine the amount to be deducted from the O&M
Price by applying prevailing market rates.
14.7. Payment in respect of the approved Variation Orders shall be

released by the Owner to the Contractor on satisfactory
completion of such Variation Order and its certification by the
30
Owner's representative in the same manner as applicable to any
payment in accordance with this Contract.
15. INDEMNITY
15.1. A Party ("Indemnifying Party") must indemnify and hold harmless

the other Party and its Affiliates and their respective officers,
directors and employees (each a "Indemnified Party") from and
against any and all Claims and Lossessuffered or incurred by the
Indemnified Party for:
(a) any failure on its part to pay Taxes;
(b) any non-compliance or violation of Applicable Law by it;
(c) breach of its representations and warrants contained in this

Contract;
(d) physical damage by it to the Indemnified Party's assets

deployed for the Project at the Delivery Site;
(e) for injury to or illness,bodily injury or death of personsor loss

or damage to property of third parties;
to the extent of such Claim or Loss:
(i) arises out of or in the course of or by reason of the

performance or non-performance of its obligations
under this Contract; and
(ii) is attributable to the Indemnifying Party's gross

negligence, wilful act or orrussions or wilful
misconduct of the in performance of its obligations
under this Contract.
(iii) arisesout of any claims (including third party claims),

lossesor damages due to infringement of Intellectual
Property Rights.
15.2. On receipt of any notice of a Claim from any third party, which
would entitle any Party ("Indemnified Party") to Claim
indemnification from the other Party ("Indemnifying Party") of a
claim for indemnification, is to be made by an Indemnified Party,
the Indemnified Party shall within a reasonable time after the
Indemnified Party has knowledge of any fact, condition or event
which would give riseto claims or lossesfor which indemnification
may be sought, provide a written notice of the same to the
Indemnifying Party along with all the documents available with it
in respect of the said Claim specifying in detail the Claim, the
31
amount claimed by the third party, the date on which the Claim
arose and the nature of the default to which such item is related
(including a reference to the applicable provision of this
Contract) and the Indemnifying Party shall settle the claim
accordingly. The failure of any Indemnified Party to give timely
notice hereunder shall not affect the rights of indemnification
hereunder. The Indemnifying Party shall be entitled to but not
obliged to participate in and control the defence of any such
suit, action or proceeding at its own expense or direct the
Indemnified Party to defend such Claim, at the cost of the
Indemnifying Party. If the Indemnifying Party elects to control the
defence of any such suit, action or proceeding, the Indemnified
Party shall render all necessary assistance including grant of
access to premises and personnel and to relevant documents
and records that it possessesor controls to the extent required by
the relevant adjudicatory authorities or is necessary for the
purposes of investigating the matter and enabling the
Indemnifying Party to take the action referred to in this Clause
15.2.The Indemnifying Party may also request the Indemnified
Party, at the cost of the Indemnifying Party to dispute, resist,
appeal, compromise, defend, remedy or mitigate the matter or
enforce against the third party, the Indemnifying Party's rights in
relation to the matter and in connection with proceedings
related to the matter or use reputable advisers and lawyers
chosen by the Indemnifying Party. The Indemnified Party shall not
settle any such suit,action or proceeding without the prior written
consent of the Indemnifying Party.
16. LIMITATION OF LIABILITY
16.1. Notwithstanding anything to the contrary contained in this

Contract, and as agreed between the Owner and the
Contractor, the maximum overall liability of the Contractor under
this Contract, alone or in the aggregate, shall not exceed 100%
(one hundred percent) of the O&M Price of the relevant WTGfor
the relevant year, including any Claims or Lossesin connection
with the Scope of Service, arising or occasioned howsoever,
whether in contract, tort, strict liability, indemnification or any
other legal theory. Provided that the limitation of liability shall
exclude the following:
(a) ResourceAvailability Warranty;
(b) Availability Liquidated Damages;
(c) Reactive Power Warranty;
(d) Reactive Power Liquidated Damages
32
(e) TransmissionLossWarranty
(f) TransmissionLossLiquidated Damages;
16.2. any refund of advances and other payments as per agreed

terms.The Parties agree and acknowledge that the provisions of
this Clause 16 in respect of limitation and exclusion of liabilities is
an agreed allocation of risk between the Parties, the sufficiency
of which the Partieshereby agree and acknowledge.
17. CONSEQUENTIAL LOSSES
Neither Party (including its Affiliates) shall be liable to the other

Party under this Contract in contract, strict liability, tort (including
negligence) or otherwise, for or in respect of any special,
exemplary, punitive, incidental, consequential loss or damage,
any deferment or lossof income or profits or businessopportunity,
any lossof goodwill and any claim, demand or action made or
brought against the other Party by a third party, as a result of any
legitimate act or omission in the course of or in connection with
the performance of the obligations under this Contract
18. REPRESENTATIONSAND WARRANTS
18.1. EitherParty makes to the other Party the following representations

and warrants, each of which istrue and correct as on the date of
this Contract:
(a) it has been either incorporated as a company or as a

partnership and isvalidly existing under the laws of India;
(b) it has the authority and power, including all corporate

approvals, required to enter into this Contract and comply
with its obligations under this Contract and transactions
contemplated under it;
(c) the Contract and the transactions under it does not

contravene its constituent documents or any Applicable
Law;
(d) in entering into this Contract, it is acting in its own capacity

and not in the capacity as trustee of any trust or as agent
on behalf of any entity;
(e) its obligations under this Contract are valid and binding
and are enforceable against it in accordance with the
terms of this Contract; and
(f) there are no legal or arbitration proceedings or any
33
proceedings by, with or before any Governmental
Authority or any other Person, now pending or threatened
against it or any of its Affiliates, which, if adversely
determined, could reasonably be expected to have an
adverse effect on its ability to perform its obligations under
the Contract; and
(g) that its representations and warranties are enforceable

against it.
19. FORCE MAJEURE
19.1. The term 'Force Majeure Event' as employed herein shall mean
acts of God, strikes,lockouts (except for any strike or lock out any
the Contractor's or Subcontractor's Facility) or other industrial
disturbances, acts of public enmity, wars, blockades,
insurrections, mass hostilities (whether war be declared or not),
terrorism, riots, epidemics, landslides, lightning, earthquakes,
explosions,fires (excluding those occasioned by a Party and/or its
employees/contractors due to non-exercise of reasonable
business prudence by the Party), storms, floods or other similar
events posing a safety concern and/or preventing transportation,
handling and actual erection of the WTGsby usage of the crane,
wind speed above 10 mis, washouts, arrests and/or restraints,
acts of civil commotion, quarantine restrictions,to the extent such
events satisfythe following conditions:
(a) such that the Affected Party has been unable to overcome
or prevent despite exercise of reasonable care and due
diligence where such event could have been prevented
by the Affected Party; and
(b) such that it/they has/have a material adverse effect on the

Affected Party.
19.2. A Force Majeure Event shall not relieve a Party from any liability
event.
19.3. Notwithstanding anything contained herein, the following shall

not constitute an Force Majeure Event:
(b) delayed performance of any obligation unlesssuch event

iscaused by an event of Force Majeure Event;
34

Contract


isunsafe for performance of the Contract
19.4. Termination for prolonged Force Majeure
(a) If the performance of either Party's obligations under

the Contract is interrupted or halted for a continuous
period of 180 (one hundred and eighty) day by reason of
an Event of Force Majeure ('Prolonged Force Majeure')
which renders the Project untenable, both Parties shall
attempt good faith negotiations to arrive at a consensus on
continuing their obligations in the best interest of the
subject matter of the Contract within 30 (thirty) days
thereof.
(b) If during the good faith negotiations, if the Parties are

unable to arrive at a consensus on proceeding with the
Contract, either Party may terminate the Contract by
written notice to the other Party.
(c) Termination of the Contract under this Clause does not

prejudice the rights of the Parties against each other in
respect of any matter or thing done under the Contract
prior to the occurrence of the Event of Force Majeure. It is
clarified that the Owner shall not be obligated to accept
and/or make payments in respect of the works which have
not been completed in full on the date of termination.
Provided further, in the event that this Contract is
terminated by either Party for reasons of Prolonged Force
Majeure as provided in this Section, neither Party shall be
liable to the other for any indirect and/or consequential
damages that may result to the either Party by reason of
the termination of this Contract, other than as expressly
provided herein.
(d) The Partieshereto agree that the Contract may be revived

on the terms and conditions mutually agreed to by them.
35
20. TERMINATION
20.1. Default Notice
If a Party ("Aggrieved Party") considers that the other Party

("Defaulting Party") is in material breach of any provision of this
Contract, it may (without prejudice to any right of action or
remedy that it may have) provide the Defaulting Party with a
notice ("Default Notice") specifying the nature of the breach and
providing a period of 30 (thirty) days, within which period (or such
other extended period as may be agreed between the Parties)
the Defaulting Party must remedy such material breach to the
satisfaction of the other Party.
20.2. Termination
Without prejudice to any of its other rights under this Contract:
(a) The Aggrieved Party may terminate this Contract, in the

following events:
(i) forthwith, if the Defaulting Party has failed to cure the

breach within the time specified in the Default
Notice;
(ii) forthwith, upon breach of any representation or

warranty by the Defaulting Party, subject to prior
notice of 15 (fifteen) BusinessDays to the Defaulting
Party;
(iii) forthwith, in the event that the Defaulting Party enters

into compromise with its creditors, including when
petition of insolvency is admitted, has a controller,
administrator, receiver, provisional liquidator or
liquidator appointed, has an application made
against it to a court for its winding up and such
application is not stayed within 30 (thirty) days, has
winding up order made against it; or resolves by
special resolution that it be wound up voluntarily.
(iv) due to Prolonged Force Majeure in accordance with

clause 19.4above.
Notwithstanding anything contained in the Clause above, it is

agreed between the Parties that the Contractor shall not have
any right of termination during the FreeO&M period.
20.3. Consequence of Termination by the Owner
36
(a) Upon termination of this Contract under this Clause for
breach or Default by the Contractor, the Contractor shall
refund to the Owner, such sums paid in advance along
with any unadjusted amounts recoverable from the
Contractor as per the terms and conditions of this
Contract, by the Owner, within 15 (fifteen) days; after the
said period of 15 (fifteen) days, interest at the SBIBase Rate
plus half percent (O.5%) shall be payable till the date of
repayment, after deducting such amounts that may be
due to the Contractor for the Services performed till the
date of such termination.
(b) In the event that the Owner elects to terminate this

Contract due to reasons other than for default by the
Contractor:
(i) the Contractor shall refund to the Owner such sums

paid in advance along with any unadjusted or
credit or any other amounts recoverable from the
Contractor. as per the terms and conditions of this
Contract by the Owner;
(ii) upon full payment of the amounts above, other than

as specifically provided in this Contract, neither Party
shall have any further obligations liabilities against
the other in respect of the terminated portion of the
Project.
20.4. Consequence of Termination by the Contractor
In the event that the Contractor elects to terminate this Contract:
(a) the Contractor will be entitled to be paid all amounts

attributable to the Services (till the date of Termination
Notice) within 7 (seven) days from the date of receipt of
the invoice from the Contractor;
(b) demobilisation costs incurred by the Contractor upon the

Contractor submitting documentary proof for such costs;
(c) the Contractor must, within 7 (seven) BusinessDays after

the termination of this Contract, issue an invoice to the
Owner for the amounts due to the Contractor;
On full payment of the amounts above other than as specifically

provided in this Contract, neither Party shall have any further,
obligations or liabilities against the other in respect of the
terminated portion of the Project.
37
21. CONFIDENTIALITY
21.1. The terms and conditions of this Contract and non-public

information (including without limitation technical, industrial,
operational, financial and commercial information) exchanged
by the Parties by virtue of this Contract shall be kept strictly
confidential. The receiving Party shall use such documents and
information ("Confidential Information") only as required for the
full and complete performance of this Contract and shall limit the
disclosure of such Confidential Information to (i) its employees or
agents who have a need to know such Confidential Information
for the performance of their obligations; (ii) its auditors in the
framework of their ordinary auditing competences; or (iii) with
respect to the Owner, to its promoters, investors, shareholders,
consultants and potential banks or registered financial institutions
in connection with the Owner obtaining loans, financing or
capital contributions to fund the construction of the Project; or (iv)
with respect to Contractor, to potential subcontractors and
suppliers in connection with Contractor's compliance of the
obligations stemming from this Contract provided that as regards
(i), (ii), (iii) and (iv) above, the recipients of the Confidential
Information are to be bound in writing by confidentiality terms no
lessrestrictive than those contained in the present provision.
21.2. The confidentiality obligation shall not apply to any disclosure (i)
of information that is in or enters the public domain through no
fault of the receiving Party; (ii) of information that was in the
possession of the receiving Party prior to receipt under this
Contract (unlesssuch information was issued or received subject
to a confidentiality obligation); or (iii) which is required by law or
order of any Governmental Authority; or (iv) isindependently and
completely developed by the receiving Party or, as the case may
be, any Affiliate, employee, representative or consultant of the
receiving Party apart from the disclosure hereunder (v) of
information that is made available to the lenders to the Project or
any of the consultants of the Owner or the Contractor advising in
relation to the Project; provided that the receiving Party shall give
the other Party prior written notice of and an opportunity to
object to such disclosure to the extent possible.
21.3. If either of the Parties learns of any misappropriation or misuse of

the Confidential Information, it shall notify the other Party and
shall reasonably cooperate with the other Party to prevent such
misappropriation or misuse.
21.4. The receiving Party shall return to the disclosing Party all
Confidential Information upon written request or upon expiration
or termination of this Contract and shall certify in writing that it has
38
done so.
21.5. Thisconfidentiality Clause 21 shall be binding on both the Parties

in perpetuity and shall survive the termination of this Contract. If it
comes to the knowledge or notice of either Party that the other
Party isin breach of this Clause 21.5, it shall be at liberty to recover
damages from the other Party for the lossesof whatsoever nature
it shall directly and not indirectly incur as a consequence thereof.
22. ASSIGNMENT
22.1. The Partiesagree that they shall not to assign their rights under this
Contract without the prior written consent of the other party,
except when such assignment is {i} to Affiliates {ii} by assignment /
mortgage / charge by Owner of its rights, interests, obligations or
liabilities under this Contract in favour of its lenders including
banks and/or financing institutions or other financing parties or
their agents or trustees for the project; provided that no party
shall be entitled to assign of this Contract to a person who is a
Disqualified Third Party.
22.2. A Party desirous of assigning this Contract or any part thereof to a

third party, which would result in Control passing on to a person,
who isother than those stipulated in Clause 22.1 hereof, shall give
the other Party, prior written notice of 15 {fifteen} BusinessDays
and the other Party shall be entitled, either to accept or reject the
request of assignment, provided that if such other Party does not
communicate its acceptance or rejection, it shall be deemed
that such other Party has consented to the notified assignment.
Notwithstanding the assignment of rights under this Contract, the

Party so assigning shall remain liable for the performance of its
obligations under the Contract.
22.3. The Contractor shall, at the request of the Owner on sans

recourse basis provide all necessary co-operation and assistance
to the Owner for the purpose of obtaining Project finance
according to international standards and Indian laws/financing
practices, including but not limited to the acknowledgement of
assignment of rights in each project contract in favour of the
Owner's lenders and exercise of their rights consequent thereof.
co-operation with the Owner's lenders and the execution of
direct agreements / tripartite agreements providing, inter alia, for
curing the Owner's defaults hereunder and step-in rights to such
lenders, as security for such project financing. Such documents
shall, at the minimum, contain provisions that are customary for
similar project financings.
39
23. CHANGE IN CONTROL
23.1. If a change in Control ("Change in Control") occurs in respect of

a Party:
(a) such Party shall notify the Change in Control to the other
Party within 7 (Seven) BusinessDays of the occurrence
thereof;
(b) where the Change in Control leads to the Control of the

Party being with an Affiliate of the Party then this Contract
shall continue in full force and effect;
(c) where the Change in Control leads to the Control of the

Party being transferred to a Disqualified Third Party, the
other Party shall be entitled to consent to or reject the
notified Change in Control.
(d) a Party desirous of effecting a Change in Control to a

Disqualified Third Party not being an Affiliate, shall give the
other Party prior written notice of 30 (thirty) BusinessDays
and the other Party shall be entitled either to accept or
reject the request of such Change in Control, provided that
if such other Party does not communicate its acceptance
or rejection within 7 (seven) BusinessDays of receipt of
notification, it shall be deemed that such other Party has
consented to the Change in Control.
(e) any Change in Control, not in accordance with this Clause

shall entitle the other Party to terminate this Contract in
accordance with the provisionsof Clause 20.
24. GOVERNING LAW AND LANGUAGE
24.1. The governing law of this Contract shall be the laws of the
Republic of India.
24.2. The governing language of this Contract shall be English.
24.3. The courts at Delhi shall have exclusive jurisdiction over any
matter in respect of this Contract.
25. DISPUTERESOLUTION
25.1. Any controversy or claim ("Dispute") arising out of or in

connection with the validity, application or interpretation of this
Contract shall be settled by consultation between the Parties
initiated by written notice of the Dispute to the other Party. The
Partiesshall attempt to settle such Dispute by way of - ofiotion
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within 60 (sixty)days of notice of any Dispute by any Party to the
other Party. In such event, the Parties shall each arrange for an
officer or member of management with authority to meet
resolve, in good faith, any pending Disputes during such time
period.
25.2. In the event the Parties cannot reach settlement pursuant to

Clause 25.1 within 60 (sixty) days of receipt notice under Clause
25.1 or such extended time as may be agreed in writing by
mutual consent of the Parties,such Dispute shall be referred for
arbitration in accordance with the provisions of Arbitration and
Conciliation Act, 1996, to the panel of arbitrators, to be
appointed by the parties upon mutual consent i.e. each party
shall nominate an arbitrator, who in turn would decide upon the
third or presiding arbitrator. In case parties do not agree for the
appointment of arbitrators, the party raising dispute shall
approach the High court of Delhi for appointment of the
arbitrator and the Panel, who shall adjudicate upon the dispute
between the parties. In all other respects, Arbitration and
Conciliation Act, 1996,shall apply. The venue of arbitration shall
be Delhi and the language of arbitration shall be English.
25.3. Responsibility of payment for all costs of arbitration, excepting

counsel fees, shall be as per the arbitration award.
25.4. While any Dispute under this Contract is pending, the Partiesshall
continue to perform all of their respective obligations under this
Contract without prejudice to the final determination in
accordance with the provisionsunder this Clause 25.
26. COMPLIANCE WITH LABOUR LAWS
26.1. The Contractor hereto shall comply with all labour laws as
applicable in relation to obligation under this Contract. The
Contractor will provide all relevant documents necessary to
establish compliance with provident fund legislations, employee
state insurance legislationsand any other applicable labour laws
in relation to its obligations under this Contract within time period
allowed by the relevant Government Authorities.
26.2. The Contractor will indemnify the Owner for all liabilities, penalties
or demands raised by relevant authorities for non compliance
by the Contractor of provident fund legislations,employee state
insurance legislations and other applicable labour laws. This
obligation shall continue till the time relevant authorities may
request the records from the Owner under Applicable Law.
27. INTELLECTUAL PROPERTY RIGHTS:
41
27.1. The Contractor confirms that all available/applicable Intellectual
Property Rights, in relation to the Services, are owned by or
licensed to the Contractor, including the Intellectual Property
Rights developed by the Contractor in the process of providing
the Services.
27.2. The Contractor shall represent and warrant, to the best of

knowledge, belief and information, that:
(a) Intellectual Property Rights in relation to the Services are

proprietary or licensed to the Contractor;
(b) such rights to use or license does not violate or infringe any
third party Intellectual Property Rights;
(c) there are no actual or any threatened proceedings

alleging infringement of third party Intellectual Property
Rights relating to the Services, such as would restrict or
prohibit the use of the Intellectual Property Rights by the
Contractor in the Services and use by the Owner for
the Term and performance of the Contractor's obligations
(d) it has all rights and licenses necessary to grant the Owner a
license to use the Intellectual Property Rights in relation to
the O&M Services or shall procure a license of such
Intellectual Property Rights as may be necessary from
the manufacturer of relevant equipment/service/software
from the concerned manufacturer/service provider for the
Term unlessterminated earlier at no cost to the Owner, as
per Good-Industry Practices.
28. WIND FARM LEVel INFRASTRUCTURE
28.1. The Contractor is required to maintain the Wind Farm Level

Infrastructure at its own cost, and obtain all necessary
government and private approvals (including ROWs) for the
rendering the Services. The Contractor is also required to
undertake not to sell, transfer or dispose of the Wind Farm
Level Infrastructure, unless agreed to in writing with the Owner.
The ROW obtained under the Wind Farm Level Infrastructure,
should also be available at all times to the Owner and its
authorized representatives.
28.2. The Contractor confirms that the Owner shall have access to
the Wind Farm Level Infrastructure with respect to the Owner's
WTGs. Any change in such rights of the Owner during the Term,
shall be undertaken on mutually agreed terms.
42
28.3. If the Contract is not renewed on expiration of the Term, the
Contractor shall still continue to operate and maintain the
Wind Farm Level Infrastructure for a fee to be mutually agreed
between the Parties, but which shall be reasonable by market
standards.
28.4. Notwithstanding anything contained herein, the Wind Farm Level

Infrastructure is non-exclusive basis and shall be shared by various
owners in the wind farm.
29. GENERALPROVISIONS
29.1. Survival: The provisions of Clause 3.1 (Term), Clause 13 (Notices),

Clause 15 (Indemnity), Clause 16 (Limitation of Liability), Clause
18 (Representations and Warranties), Clause 19.4(Termination for
Prolonged Force Majeure), Clause 20 (Termination), Clause 21
(Confidentiality), Clause 24 (Governing Law and Language),
Clause 25 (Dispute Resolution), Clause 27 (Intellectual Property
Rights), Clause 29 (Wind Farm Level Infrastructure) Clause 29.1
(Survival) and other representations, warranties, covenants and
provisions contained herein that by their nature survive, shall
survive the termination or expiration of this Contract.
29.2. Waiver: The failure by either Party at any time to enforce any of its
powers, remedies or rights under this Contract will not constitute a
waiver of such powers, remedies or rights or affect the Party's
rights to enforce those powers, remedies or rights at any time. Nor
does any single or partial exercise of any power, remedy or right
preclude any other or further exercise of it or the exercise of any
other power, remedy or right under this Contract. No waiver shall
be effective unless in writing and duly executed by the
representatives of the parties hereto.
29.3. Variations to this Contract: The terms of this Contract may only be
varied by written contract between the Parties. No variation of
this Contract will be valid unlessit is in writing and signed by or on
behalf of each Party.
29.4. Business Ethics: All activities and transactions performed by the

Parties under this Contract shall be carried out in a proper and
truthful manner, and any records or documents relating to such
activities and transactions shall contain a true and proper
account of the facts and circumstances pertaining thereto. The
Contractor represents that no benefit, whether in cash or kind,
has been provided by it to any officer or employee, or any
relative or associate of any officer or employee of the Owner or
of any of its associate companies with respect to this Contract.
The Contractor also represents that it will not engag . , t
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practices such as allurement, threat or promise of any kind to the
employees of the Owner to the detriment of their businessinterest
29.5. Anticorruption, Anti Bribery, etc.: Neither Party or its Affiliates

shall:(i) directly or indirectly, make an offer, payment, promise to
pay, or authorize the payment of any money, including
kick-backs, or an offer, gift, promise to give, or authorize the
giving of anything of value to anyone for the purpose of
wrongfully influencing the recipient, obtaining or retaining
business, or for securing or obtaining any improper business
advantage for fulfillment of its obligations under this Contract; (ii)
permit or authorize any other action to be taken, including any
action in connection with the conduct of their businessand the
transactions contemplated under this Contract, which would
cause either Party to be in violation of any applicable anti-bribery
or anti-corruption laws of India; (iii) directly or indirectly be
involved in any act, deed or matter involving moral turpitude, or
fraud in its businessor corporate dealings.
29.6. Conflicts of Interest: The Parties shall exercise reasonable care

and diligence to prevent any actions or situations which could
result in a conflict with the best interests of the other Party. The
Parties shall not offer, give, solicit or accept an advantage or
excessive entertainment to or from any of the employees or
agents of the other Party and other businessassociates. Any Party
who becomes aware of any violations of this Clause shall
immediately notify the other Party in writing.
29.7. Maintenance of Accounts: The Parties' respective accounts shall

be maintained in accordance with generally accepted
accounting principles in India.
29.8. Severability: If any provision of this Contract is prohibited, invalid

or unenforceable in any jurisdiction, that provision will, as to that
jurisdiction be severed from this Contract and be ineffective to
the extent of the prohibition, invalidity or unenforceability without
invalidating the remaining provisions of this Contract or affecting
the validity or enforceability of that provision in any other
jurisdiction.
29.9. Further assurance: Each Party must do, sign, execute and deliver
and must procure that each of its employees and agents does,
signs, executes and delivers all deeds, documents, instruments
and acts reasonably required of it or them to carry out and give
full effect to this Contract and the rights and obligations of the
Partiesunder it.
a Party declares that the attorney has no notice of the revocation
or suspension of the power of attorney under the authority of
which the attorney executes this Contract.
29.11. Costs: Each Party must bear and is responsible for its own costs in
connection with the negotiation, preparation, execution, and
performance of this Contract.
29.12. Entire Contract: This Contract, including the recitals, preamble

and Schedules, constitutes the entire agreement between the
Parties in relation to its subject matter, and supersedes all prior
memoranda of understanding / letters of intent / meetings and
minutes thereof / past correspondence / letters executed /
exchanged / verbal communication between the Parties hereto
in respect of the subject matter of this Contract. Everything not
provided for or contemplated by the Parties hereto in this
Contract shall be governed by Applicable Law.
29.13. Headings and Titles: The headings and titles in this Contract are
for convenience only and shall not be deemed part thereof or be
taken into consideration in the interpretation or construction of
this Contract.
29.14. Partnership:Nothing contained in this Contract shall constitute or

be deemed to constitute a partnership between the Parties,and
no Party shall hold itself out as an agent for the other, except with
the expressprior written consent of such other Party.
ThisContract isthe result of a joint draft of the Partiesand any rule

of interpretation interpreting contracts against a Party primarily
responsible for drafting the Contract shall therefore not be
applicable.
29.15. Non- Solicitation
Each party hereby undertakes that during the term of this

Contract, it shall not, and shall ensure that their Affiliates /
associated companies shall not, directly or indirectly offer
employment to or employ/hire the employees of the other Party
who are directly engaged in the O&M of the Project
29.16. Agency: ThisContract shall not constitute any Party as the legal
representative or agent of the other Parties, nor shall any Party
have the right or authority, to assume, create or incur any liability
or obligation, express or implied, against, in the name of, or on
behalf of, the other Parties.
deemed to constitute the same instrument.
46
IN WITNESS WHEREOF the Parties have caused this Contract to be signed
by their duly authorised representatives on the date, month and year
first above written.
For Orange Anantapur Wind Power Private

Private Limited
In the presence of:
(1)
(2)
Date: ~ ~\\'L\ Ir Date: 23 . 12 . \5

Place: UeQ. W . Place: D€.l-H \
47
SCHEDULE 1
Scope of Operation and Maintenance
1. SCOPE OF SERVICES
1.1. The Contractor shall, one month prior to the Commissioning Date
of the first WTG,inspect, examine and acquire actual knowledge
of the prevailing conditions at the Project Site and satisfy itself
regarding the condition of the Project Site. On and from the
Commissioning Date of the first WTG, the Contractor undertakes
to perform Services as per the terms of this Contract.
1.2. The Contractor shall ensure adherence with all transmission

company/Utility or regulatory directives, the PPA and other
Applicable Laws related to the operation of the Wind Farm.
1.3. The Contractor shall meet the guarantees (i.e. Resource

Availability Warranty, TransmissionLossWarranty and the Reactive
Power Import Warranty) as provided in this Contract and shall
operate the Project in accordance with the O&M Manual
(Schedule 8), Technical Specifications (Schedule 5), applicable
Lawand Good Industry Practice.
1 .4. Operations
a. The Contractor shall maintain and effectively operate and

monitor the performance of the Wind Farm (including all
WTGs,33kV lines, pooling substation, dp yards, SCADA and
internal roads within the Project) on a continuous basis (24
hours per day, 7 days per week) for the Term, in
accordance with the Good Industry Practise, Applicable
Law, and Technical Specifications of the WTG, O&M
Manual and the Safe Working Practices Manual (Schedule
9) so as to meet and perform its obligations and warranties
set out herein. The Contractor shall deploy adequate skilled
and trained manpower for this purpose. The Contractor
shall also provide watch and ward staff for the Wind Farm.
The Contractor shall perform the Services as per this

Schedule 1, the O&M Manual and the Technical
Specifications. The Contractor shall deploy personnel with
requisite expertise, skill, knowledge experience and
requisite technology/ adequate infrastructure (with
capacity and ability to augment all of these as may be
necessary). The Contractor shall ensure that the minimum
site staffing levels will be as per the Project Site staffing plan
included in Schedule 7.
48
b. No claim shalllie against the Owner by any employee and
labour engaged by the Contractor and their
sub-contractor's, suppliers, as the case maybe or any
person claiming on their behalf against the Owner, in
respect of any right or benefit due to them in connection
with any statutory obligation including their employment,
as applicable.
c. The Contractor shall ensure compliance with Contractor

QHSEManual (Schedule 4) at a" times during the duration
of the contract. The Contractor shall also report
compliance statement, vis-a-vis the Contractor QHSE
Manual, on a monthly basis to the Owner. It shall be
Contractor's responsibilityto remedy any deviation and/or
default from the Contractor QHSEManual.
d. The Contractor shall bear all costs associated with

hiring any equipment, including cranes/jigs/fixtures for
carrying out repairs/replacement, for any repairs of the
Wind Farm;
e. The Contractor shall ensure the following:
i. maintenance, operation, monitoring and upkeep of

Wind Farm including WTG, Internal Grid, SCADA
roads within Wind Farmand access roads external to
the Wind Farm;
ii. a" facilities required under Applicable Law and

quality health safety environment policy are
provided to the Contractor's / sub-contractors' work
force at site; and
iii. residential arrangement (if any) for the work force of

the Contractor.
1.5. Maintenance
a. Preventive Maintenance
Preventive Maintenance consistsof the performance of the

scheduled maintenance and periodic inspections of the
Wind Farm by the Contractor, at the Project Site in
accordance with the O&M Manual, a copy of which shall
be provided to the Owner on the Effective Date.
At least 30 to the
49
Maintenance schedule ("Preventive Maintenance
Calendar"), along with the O&M plan, for the upcoming
calendar year in accordance with the O&M Manual. The
Contractor undertakes to make reasonable efforts to
schedule Preventive Maintenance during Low Wind
Season.
b. Corrective Maintenance
(i) The Contractor shall promptly carry out corrective

maintenance, which refers to repairs, refurbishment
or replacement of relevant components and
involves, either or both of the following:
A. major corrective work: interventions which

require the provision of auxiliary lifting and
transport resources and/or human resources
which are not those normally employed at the
Project Site by the Contractor for the
performance of Services;and
B. minor corrective work: interventions involving

the repair of breakdowns which do not require
the special means described in paragraph (i)
above.
((A) and (B) shall be collectively called as

"Corrective Maintenance")
(ii) Subject to the other provisions of this Contract, the

Contractor shall provide adequate and skilled
manpower, consumables, Spare Parts, components
of all nature for the Wind Farm, transportation, all
tools and Equipment, lifting means and/or cranes
and special tools and auxiliary resources required for
performance of Preventive Maintenance and
Corrective Maintenance, at no extra cost to the
Owner, as part of its obligation of performing
Corrective Maintenance. The Contractor shall
promptly perform all acts necessary to complete the
Corrective Maintenance as early as possible.
(iii) All services scheduled, as set out in the

Maintenance Schedule in the O&M Manual, to be
performed on the Wind Farm at prescribed
intervals.
(iv) The Contractor shall keep
50
consumables and tools & tackles on a regular basis
at site in order to meet the Resource Availability
Warranty, the Machine Availability Warranty and
minimize downtime of the Internal and External grid.
The quantities are specified as per the attached
Recommended Spare Parts List (or "RSPL") in
Schedule 1O.
(v) Subject to the terms and conditions contained

herein, if the Contractor or its sub contractors or
the Owner discovers defects as to the Wind Farm
during the Term, then the Contractor shall within 4
(four) days of discovery of such defects by the
Contractor, its sub contractors or receipt of such
notice from the Owner, as the case may be, repair or
replace the affect part of the Wind farm without any
cost to the Owner. Any major repair or replacement
for any major component failure shall be carried
out as per the time lines provided below or such
other mutually agreed period:
a. WTG transformer and panel replacement -

30 days.
b. Forgenerator replacement - 30 days
c. Forsingle blade replacement - 14days
d. For Rotor /3 blades/hub replacement - 30

days
e. Gearbox replacement -30 days
f. Nacelle replacement and Tower

replacement - 45 days
g. Substation transformer - 60 days
The Contractor shall undertake Design

Modifications/ service upgrades/ updates /
improvement on Wind Farm (including WTGs)
installed in line with technology updates in the
industry beyond the scope as provided in normal
course of operation and maintenance, subject to
technical feasibility of the same. The scope of work,
price and other terms and conditions shall be
mutually agreed upon between the Parties for such
updates/im provement.
51
1.6. Detailed Scope of Service: The Contractor shall perform the
following scope of services ("Scope of Service" or "Services") in
relation to the operation of the Wind Project:
a. carry out comprehensive operations and maintenance of

the Wind Farm and associated components, scheduled
and unscheduled maintenance, remote surveillance,
reporting, project services, fault analysis reporting,
operation and management;
b. through wind farm SCADA systemmaintain a 24/7 real-time

surveillance watch on operation of WTGs;
c. security for the wind farm as per the plan agreed by the
Contractor and Owner;
d. service or repairs/replacement of the WTGsincluding Spare

Partssupply;
e. maintenance of an on-site inventory of minimum

recommended quantities of spare parts and consumables
as per the Recommended Spare Parts List included in
Schedule 10;
f. maintenance or repairs/replacement of Internal Grid up to

the injection point at the pooling substation;
g. generation certificates;
h. provision of on-going documentation including, manuals,

drawings, work instructions, monthly consumption report,
and job safety analysis reports as and when applicable;
and
i. maintenance of quality, health, safety & environment

systems;
j. the Contractor shall provide service or repairs to the BOP,

including spares supply;
k. maintenance of roads within and to access the Wind Farm

to carry out operation and maintenance activities
including the Servicesunder this Contract
I. Co-operation with Government Agencies
Coordination with DISCOM /CEIG /SLDC / AP TRANCO

/NREDCAP
The Contractor shall co-ordinate
52
DISCOM/CEIG/SLDC/AP TRANSCO/NEDCAPor any other
relevant government Authority for:
a) Timely reading of the energy meters and receipt of

energy statement. The Contractor shall also
co-ordinate with the Power TransmissionCorporation
of Andhra Pradesh or the concerned DISCOM for
grid availability for efficient operation of the Wind
Farm.
b) Periodic inspection by CEIG (at Owner's cost) of the

electrical installations of the Wind Project and
rectification of the defects mentioned in their defect
report within the stipulated time (at the Contractor's
cost) .
c) Timely re-calibration of energy meters from

authorised agencies shall be arranged
I by
Contractor. Cost of same shall however be
reimbursed by Owner.
d) All statutory charges fees applicable payable to

various authorities towards operation and
maintenance of the wind farm to be borne by
Owner.
e) Payments from DISCOMs.
Upon receipt of JMRand energy breakup sheet from

Contractor, the Owner shall prepare and submit
invoices to DISCOM. The Contractor shall assist the
Owner for submitting the invoices at the DISCOM.
The Contractor shall ensure on best effort basistimely
payment from the DISCOM. However, the
Contractor shall not be responsible for any payment
delays by DISCOM.The Contractor shall coordinate
with the governmental and local bodies for smooth
and efficient operation of the Wind Farm. The
Contractor shall arrange for relevant periodic
statutory approvals/ clearances, as part of this
Contract and forward copies of same to the Owner,
cost of which shall however be reimbursed by the
Owner.
f) It is clarified that statutory charges fees applicable

payable to various authorities towards operation and
maintenance of the wind farm to be borne by
Owner
53
i. Coordination with forecasting agency
m. Technical Services
a) Visual inspection of the Wind Farm (including WTGs).
b) Technical assistance including checking of various

technical, safety and operational parameters of the
Wind Farm (including WTGs),trouble shooting and
relevant technical services.
2. Other Terms
2.1. Spare Parts
a. The Contractor guarantees availability of adequate Spare

Parts, which are in accordance with the Technical
Specifications and are fit for the purposes of the Wind
Project and consumables including long term spares for the
Term of the Contract for the purposes of avoidance and
removal of any breakdown/failure at the Wind Farm and to
ensure timely supply of parts, components and
consumables.
b. In case of replacement of any part of the Equipment by

the Contractor, the Contractor shall be entitled to retain
the replaced part.
c. In the event that the replacement parts, as per Supplier's

specifications are not available in the market, the
Contractor shall be entitled to use any functionally
equivalent refurbished components/parts to replace any
defective part of the Equipment to ensure compliance with
its obligations under the Contract. The use of any
refurbished components/parts shall be informed to the
Owner by the Contractor, prior to such usage.
2.2. O&M Plan
a. Preparation of O&M Plan
Not later than 30 (thirty) days before each anniversary of

the Commissioning Date of the Project, the Contractor shall
prepare and submit to the Owner, its proposed operations
and maintenance plan ("O&M Pian") for the subsequent
year. For the first year of the Term, the Contractor shall
prepare such O&M Plan within 30 (thirty) BusinessDays of
the commencement of the Term. Each O&M Plan shall set
out in detail all relevant information relating ~~aCI /-)_
8
(b L.
a:: 1'2.-
ro CD
54 ~ ~t::
0*~
anticipated Services on the WTGsat the Project Site, on a
quarterly basis,during the relevant year.
b. Variation to Approved O&M Plan
The Contractor shall be entitled, during the course of the

year to which a given O&M Plan relates, to propose
adjustments to such O&M Plan by a written notice to the
Owner. The Partiesshall mutually discuss such variations to
the O&M Plan and upon agreement between the Parties
implement the same.
2.3. In consideration of the mutual undertakings and obligations

under this Contract, the Contractor hereby undertakes and
covenants that it will obtain all authorizations by, approvals or
orders by, consents of, notices to, filingswith or other acts by or in
respect of any Governmental Authority or any other Person, as
required in connection with the execution, delivery and
performance of this Contract.
2.4. The Contractor assuresthat it will:-
a. follow Good Industry Practice in performing its obligations

b. provide to the Owner all such information and documents

as may be required, to the extent bona fide available, for
the purpose of performance of this Contract.
3. Responsibilities of Contractor
3.1. The Contractor shall, at its own cost, arrange to provide watch
and ward (24 (twenty four) hours per day, 7 (seven) days per
week) for the Wind Farm from the Effective Date and throughout
the Term.
3.2. The Contractor shall follow-up with the STUfor taking monthly
reading of energy generated and supplied to the Grid from the
meter/s maintained by the STU and facilitate in obtaining
necessary power production reports / certificates.
3.3. The Contractor shall provide daily, monthly, half yearly and yearly
generation reports for the Wind Farm.
3.4. The Contractor shall hold the following meetings with the Owner's
representative/s to ascertain any concerns that may be
conveyed by the Owner's representative/s and to appraise the
Owner's representative/s of the status of the Wind Farm:
55
a. daily meeting: plan of day meeting at site, including but
not limited to discussion of quality health safety
environment issues and unscheduled and corrective
maintenance activities. Thisshould furnish all the details of
Breakdown (timing, duration, machine parts/components
changed, if any, and Corrective action)
b. monthly meeting: meeting or conference call with the

Owner's representatives, following the issuance of monthly
report to discuss operational, technical and commercial
issuesrelated to Services.
c. quarterly meeting: high level meeting, at vice president

level or higher, with the Owner's representatives to discuss
issues including but not limited to overall project
performance, equipment concerns, root cause analyses
and solutions, performance updates and scheduled
maintenance planning.
The Contractor shall establish and manage in the vicinity of the

WTGs, suitable offices and storage facilities, service centre,
inventory, stores, workshops, communication and transport as
may be necessary for operating and managing the Project and
shall maintain and repair such offices, facilities, service centre
etc. If the Contractor intends to utilize electricity generated from
the WTGsfor any such facilities, then the Contractor will pay to
the Owner for the units consumed as per PPA tariff and GBI, for
the consumed units. The Parties acknowledge that upon
termination of this Contract for any reason, the Contractor shall
be entitled to remove all the Contractor's equipment and
facilities from the Project Site (if located at the Project Site)
without any hindrance from the Owner, except for anything
required to safely and adequately operate and maintain the
wind Farm for a period of 6 (six) months, during which time, the
Contractor and the Owner shall reach a commercial agreement
on purchase by the Owner of Spare Partsand consumables, listed
in the RSPL, at the then current market prices offered by the
Contractor or the Supplier.
3.5. The Contractor shall at all reasonable times allow persons duly
authorized by the Owner including but not limited to the officials
of the insurance company of the Owner, the Owner's Engineer
and the Owner's Consultants, with prior intimation, to inspect and
examine any of the WTGs and provide to such personnel all
information necessary for their assessment.However, the Owner,
the Owner's Engineer and the Owner's Consultants shall adhere
Ei·
to the Contractor's quality health safety environment pOIiCY e~abl< '~ ~ \
';
56 ~ ~'2J...,,"
D *"
3.6. 1 (One) month prior to the expiry of the Term of the Contract, the
Contractor shall co-operate with the Owner for inspection of
each WTGand record the condition thereof.
4. Reportsand Notifications
The Contractor shall provide the Owner with the following reports
and shall comply with the reporting requirements set out
hereunder:
(a) the Contractor shall make available web-based online

generation reports;
(b) daily reports: The calculation of the Availability and

generation of each individual WTG, and the average
Availability and generation of all WTG(s)in the Wind Farm,
the grid, details of downtime with timing on daily basis in
electronic format. The contractor agrees to provide the
owner the daily reports by lOam of the subsequent day.
The web based reports shall be jointly signed by the Owners
and the Contractor's representative on a daily basis to
support the Resource Availability and generation of power
from all WTGs.
(c) Service order reports
For each Preventive Maintenance carried out as part of

the Services, the Contractor shall prepare a written service
report which shall state the Services performed by the
Contractor on the WTG, duly checked by the Company
representative.
(d) Performance Reports
a. The Contractor shall regularly provide the Owner with

reports such as monthly energy generation, Grid
Availability, Resource Availability, SCADA availability,
plant load factor and other necessary data with
respect to the relevant WTGand all other supporting
documents and data. The Contractor shall also
retrieving and storing the same. The Contractor shall
ensure SCADA availability at site for minimum of 95%
of time in any given financial year. The Contractor
shall provide the Owner with the following reports
containing the following information:
i. monthly performance reports: The operating

status containing details of generation,
machine downtime, the reason for the
downtime, grid availability stoppage durations
for each WTG,Spare Parts used on a monthly
basisin an electronic format by the 5th working
day of the following calendar month.
ii. quarterly reports: The operating status

containing details of generation recorded in
the relevant WTG, machine downtime, the
reason for the downtime, performance
analysis of individual WTGs with respect to
adjacent WTGs (Cluster), Pareto analysis on
downtime errors, Resource Availability, Grid
Availability, including usage of Spare Partsand
consumables, scheduled and upgrade
maintenance performed, small and large
correctives performed, and root cause
analysisof the leading cause of downtime and
frequency on a quarterly basisin an electronic
format by the 5th working day of the month
following the end of the quarter. Contractor
shall provide a list of spare parts and
consumables kept at site at the beginning of
each quarter.
(e) The Contractor shall provide a written report of the

Preventive Maintenance and any large Corrective
Maintenance carried out on the WTG;
(f) The Owner can access the generation reports in the latest
version of the Contractor's customer portal using user
identification and password assigned to the Owner. The
data in this system will be updated on a daily basis (24Hrs).
Also the Contractor shall provide the real time viewing
access of the Wind Farm, through the latest version of the
customer portal of the Contractor. Useridentification and
password shall be provided by the Contractor.
(g)
to comply with requests from State utility or other purchaser
of electricity generated from the Project, on a best efforts
basis.
(h) The Contractor shall provide a notice of any event causing

any major component failure, to the Owner within 24 hours,
and shall submit a Failure Report of occurrence of such
failure within 45 (Forty Five) days from the date of
occurrence of the respective failure. The failure report will
contain an identification of the failed component or
sub-component, an explanation of the failure mode,
known or likely root cause and corrective actions taken or
planned to remedy the failure. For the purpose of this
Contract the major components include blades, hub,
tower, nacelle, gearbox, generator, converter and
transformer.
(i) In case of 5 (five) occurrence of failures of same

component in the Wind Farm in any half calendar year (i.e.
from month of January to June and July to December in a
year), the Contractor shall provide a detailed root cause
analysis ("RCA") of such failureswithin 30 (Thirty)days of the
last occurrence. The RCA will include a detailed analysis of
the possible root causes of the failures including design,
manufacturing, logistics, erection and commissioning,
operation and maintenance and will provide an
acceptable plan for containment, correction and
prevention of the failure, if applicable.
• ·"'1
59

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Nimbagallu - O&M Contract.

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OPERATION AND MAINTENANCE CONTRACT

ORANGE ANANTAPUR WIND POWER PRIVATE LIMITED

GAMESA RENEWABLE PRIVATE LIMITED

Government of National Capital Territory of Delhi

Certificate No. IN-DL76779596958924N

..•....• , •.•.••••••••••••••••••••••••••••••••. Pleasewrite or type below this line _ ..

THIS STAMP PAPER FORMS AN INTEGRAL PART OF THE OPERATION AND

Government of National Capital Territory of Delhi

Certificate No. IN-DL76784087252179N

THIS STAMP PAPER FORMS AN INTEGRAL PART OF THE OPERATION AND

Government of National Capital Territory of Delhi

Certificate No. IN-DL7678051 007281 ON

THIS STAMP PAPER FORMS AN INTEGRAL PART OF THE OPERATION AND

ORANGE ANANTAPUR WIND POWER PRIVATE LIMITED, a company

GAMESA RENEWABLE PRIVATE LIMITED (formerly Gamesa Wind

(TheContractor and the Owner may, where the context permits,

A. The Owner is inter alia, engaged in the businessof owning and

B. The Contractor is,inter alia, engaged in the businessof operating

C. The Owner intends to set up and own a 100 MW wind power

D. The Owner isdesirousof engaging the Contractor for the provision

E. The Partieshave agreed to reduce into writing the detailed terms

In this Contract, unless the context otherwise requires, the

"Access Rights" means non-exclusive registered easementry

"Access Roads" means roads and ways, which leads to the

"Affected Party" shall mean the Party being rendered unable

"Affiliate" means, with respect to a Party, its subsidiary company,

"Applicable law(s)" means any statute, law, regulation,

"Availability liquidated Damages" shall have the meaning

"Business Day" means (i) any day which is not a Saturday or a

"CEIG" means the Chief Electrical Inspector to the Government

(a) the enactment, adoption, promulgation, modification or

(b) a change in any legislative, judicial, executive or

"Claim" means any claim, proceeding, cause of action, action,

"Clause" means a clause of thisContract;

"Commercial Operation Date" or "COD" shall mean the date on

"Commissioning" means the WTGis permanently connected to

"Contract" means this operation and maintenance contract

"Control" means having the right, whether under contract or

"DISCOM" means the electricity distribution licensee of the state;

"Disqualified Third Party" means, (a) in respect of the Company,

"Effective Date" means the date of Commissioning of the first

"Emergency" means a situation posing imminent danger to life or

"Equipment" shall mean all machinery, tools and other work

"External Grid" means the evacuation infrastructure beyond the

"Force Majeure" shall have the meaning as assigned to it under

"Good Industry Practice" means the exercise of that degree of

"Government Approval" means any and all necessary and

"Government Authority" means the Government of India, any

"Grid" means the power evacuation and transmissionsystem of

"Grid Connectivity" means the approval attached as schedule

"INR" means the lawful currency of India;

"Intellectual Property Right" means any licences, permissions or

"Locations" means those parts of the Project Site where the

"Losses" means all direct, losses {specifically excluding

"Machine Availability Warranty" shall have the meaning ascribed

"Max Power Package" means the additional package to G97

"Metering Point" means the point at which the generated

"Owner's Engineer" shall have the meaning as assigned to it

"O&M Manuals" means the O&M manual provided by the

"Pooling Sub-station" means 33kV/220kV substation at Project

"PPA" means the power purchase agreement(s} to be executed

"Project Site" means the site of the Project at Nimbagallu,

"Public Roads" means highways, state roads, village roads and