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    PERPETUAL INVESTMENTS - SS CONTRACT

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    14 views32 pages

    Perpetual Investments - SS Contract

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    anusha

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    © All Rights Reserved
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    SHARED SERVICES AGREEMENT BETWEEN (GAMESA WIND TURBINES PRIVATE LIMITED AND [M/s PERPETUAL INVESTMENTS DATED 2%! September 2015 AS, Pir ry eg ee TABLE OF CONTENTS DEFINITIONS RIGHT TO USE SHARED SERVICES SHARED SERVICE FEE SCOPE OF GAMESA FORCE MAJEURE NoTIcEs ‘GENERAL REPRESENTATIONS AND WARRANTIES ‘SHARED SERVICES AVAILABILITY WARRANTY LIMITATION OF LABILITY ‘CONFIDENTIAUIY . EMPLOYER CAUSED DELAY REPORTS, NOTIFICATIONS, RECORDS AND AUDITS MEETINGS CHANGE IN LAW SUB-CONTRACTING DISPUTE RESOLUTION GOVERNING LAW AND LANGUAGE GENERAL PROVISIONS ERPETUAL tives MENTS INDIA NON JUDICIAL I Government e-Stamp Ccrtieat No. + IN-KATon97045964006N Cotta tssued Date 02-$9p-2015 01:36 PM ‘eau Rtoronce NONACC (BK) kekocubO8/ AVENUE ROADY KABA ‘Unique Dee. Reerence ‘SUBIN-KAKAKSCUBOEG8!1344591912N Purchased by PERPETUAL INVESTMENTS ‘Deserpton of Docunant ‘ele 12 80nd Desetgton | OPERATION AND MAINTENANCE CONTRACT FOR SHARED Services ‘consideration Price (RE) 20 (@er0) Fst Paty {PERPETUAL INVESTMENTS Second Paty ‘GAMESA RENEWABLE PRIVATE LIMITED ‘Stamp uty Paid By PERPETUAL INVESTMENTS ‘Starp Duty Amounts.) 200 ‘Two Hunare ony) ses sot gorsuner CO nb signatord sant crypt WHEREAS: ‘A. Employer intends fo sel up and own @ 50 MW wind power project (*Freject"} comprising of twenty five number of Gamesa make G97 type Wind Turbine Generator ("WIG") and auxiliary equipment located at Kayathex Wind Paxk in Tuticatin District in the State of Tamil Nadu for which purpose Gamesa has agreed 1 operate ond maintain the Shared Services: B. Gamesa is engaged in the business of operating and maintaining infrastructure focilies for the various wind power project inctuding ‘maintaining Inter-crid connecting facies for wind farm projects to the Uiily substation and furiher the pooling substations, high voltage lines, undergoound lines and extra high vollage lines for facilitating the ‘ransmission of the power as per the norms and practices, regulations prevailed and applicable therein. C. Gamesais operating and maintaining the power evacuation system, Consisting of ather terns as more specttically detailed outin Schedule 1 ['Shated Services") (as hereinater defined) as per the Applicable Laws and the relevant Goverment Approvals as required by the Goveiment Authoiiies , essential for subsequent operation of the Wind Form and WIG's of Employer and of the other owne’s al the Wind Farm, and has agreed fo operate and maintain the Sharec Services for the Operational Lie: ©. Gamesa hasagieed Io provide an unintertupied use to the Employer the fighl fo use the Shared Services, for the evacuation of power {generated fram the Wind Form fo the relevant grid and fo perform is Abligations in relation to the Shared Services, upon teims and Conditions set oul herein, Gamesa. has further agreed to provide these Share Services for usage to the Employer om the date of the ‘Commissioning of the firs! WIG of the Project. E, The Parles cesie to enter into this Contract for the operation and maintenance of Shared Services developed, constucted ond owned by Gamesa al the Site. NOW THEREFORE Ihe Parlies agree as follows: WS. PERPETUM «WESTHENTS Porlnor In this Contract, unless the context otherwise requires. the following opitalsed terms, logether wilh their tespective grammatical variations ‘and cognate expressions, shall have the meaning hereunder defined. The teams in the Schedules hereto shail also carry the respective meaning ‘signed 10 them in thei ordinaty opplcabilly and essence or in their respective lechnical sense, as the case may be: {filiate” means ary of the following (I any ently over which either of the Parties exercise Centro! (i) any entity exercising Control over either of the Pasties: or [fl] an ently controlled by any enlily exercising Control over cither of the Parties: “Applicable Law(s!" means ony statute, low, regulation, ordinance. rule, judgment, order, deciee, clearance, opproval, directive, guideline. policy, requirement, or olher governmental reshiction oF any simile fom 6f decision, or determination by, or any interpretation or administration of tony of the foregoing by. any Government Authotily as may be in force fond effect os on the date of signing of this Contract, and in effect thereatter as omencied, subject fo stipulation in Clause 14: Jatlery Limit” shal mean the area from the point where the 33 KY intemal line ends at the Pooling Substation and shall extend up to the EHV lines. including the Grid metering equipment, “Business Day” means {i any day whichis not a Saturday or a Sunday and (i. a day on which banks are open for business in Bangalore, Kamnataka: ‘ond Chennoi, Tami Nadu; “Change in Law" means the occurtence of any of the following subsequent to the Elfective Date: [a] the enactment, adoption, promulgation, modification or repeal of any Applicable Law, including the imposition of any new or adaitional Taxes wih or without retrospective offect; or (0) the imposition of any material condition on the issuance or renewal of any Goveinment Approval: or [cl @ change in any logitative, judicial, executive or government! ‘codes of conduct, guidelines, policies or regulations. Sommissioning” moons commissioning of the relevant WIG by SEB and uly certified as commissioned by It, and ils grommatical variations shall be conoed ocsoeangi a M/S, PERPETUAL INVESTIENTS: “Commissioning Date" means the date speciied as commissioning date inthe commissionirg cerificate issued by SEB in tespect of each WIG: “Contract” means this Shared Services Contract including ils preamble. recitals, schedules, ils annexe, otlachments and any waiten ‘amendments or vatalions thereto made in accordance with its terms: Contro!” means ellher of the following {in the case of body corporates ‘ond Companies having the right to exercise or cause any other Person 10 ‘exercise filly per-cent [50%) o more of the voting shates of a company oF ody corporate or he right to appoint ox remove a majorly of the directors thereot or fi) in the case of any olher Person (including partnership tims), having on abiily 10 nuence, whetherin an individual capacity or through ‘any other intermediate entity; fontective Mainlenance” means ond refers to reais, labour, consumables, spare parls, transportation, liffing meons and auxiliary rexources requited for performance of repaits on the Shared Services provided by Gamesa: Claim” means any claim, proceeding, cause of action, action, demand, investigation or sul [including by way of conitibution or indemnity} at kaw rin equity in relatian fo Loss *CEIG" means Chie Electicily Inspectorate to Government “Commencement Date" shall have the meaning asciibed fo in Clause 2 4) “Due Date” shail have the meaning assigned fo iin Clause 38): “EHlective Date" means the dale of the Commisioning of the fst WIG of the Project “EHV Lines” shall mean and include the electrical transmission tines and nelwork which aren general extra high voltage and/or extra high tension lines which evacuates the power out of the Pooling Substation for the Wind Form and fransmitsto the Grid as per he Applicable Laws in accordance with the relevant Government Authorities: shallhave the meaning asciibed to iin Clause 4 (A) i) 78 is, PERPETUAL NESTMEN Force Majeure” shall have the meaning assigned to tin Clause 6: ‘Government Authotly’ means the Government of india, any Indion rational, stale government, any local, regional, tentorial or municipal government or quasi government, ministry, governmental depariment, government author'y, commission, board, bureau. agency, insiumentality, executive, legislative, judicial, regulatory or administrative body or any other sate uly having or purporting fo have jurisdiction over {he Project or any portion thereat ond performance of the obligations and ‘exercise ol rights othe Parlies in accordance with this Contract, or any ‘matter arising from orin connection with this Contract: “Government Approval” means any and all necessary and required ‘authorisations, consenls, giants, approvals, licences, leases, permits, ‘exemptions, concessions, flings, clearances, variances, ordess, publications, notices, declarations or regulations, sued by any Govemment Authatily in connection with the performance of obligations Under this Contract by the Employer and Gomesa: ‘Good Indust Practice" means standards, methods, techniques and procedures that cre employed by leading national and intemotional Contractors in the wind power industry in Indic: “Gila” means the EHV Lines ond 409 kV substation owned by Government 6 Tamil Nadu silualed a! Kayathar, TiunelveliDisicl, Tamil Nadu to which the WIGIs) is fo be connected for commercial operations. “Location” means and includes land required for selting up of each of the 25 nos. of WIGs, al Kayalhar Wind Park in Tuticorin Dishict in the State of Tamil Nadu: tosses” means al direct losses [specifically excluding consequential losses and indirect losses, loss of profi, loss of revenue and 1085 of power generation], labiltes, damages, fines, interest, awards, penalies. costs {including, reasonoble legal costs, lawyets' and arbitrator's fees). charges ‘and expenses or other losses or damages or claims of whatsoever nalure orhowsoever occesioned including any of the above suffered by the non defaulting parly ora third parly os @ result of any act or omission in the course of of in connection with the performance. non-perlormance, deficiency or omission to pertoxm of the obligations under this Contract “Material Breach” means any breach which jeopardizes oF threatens 10 jeopardize the per ormance of one or more obligations of @ Party under this Contracts M/S, PERPETUAL INVESTMENTS, Pais 1RM Shared Services" shall have the meaning ascribed to i in Clause 4 (a) “operational life cf the Project” means a period of twenty (20) years commencing from the Commisioning of the relevant WIG of the Project. “Person” shal mean any nalural person, filed oF unlimited abtiy company, corporation, ‘patinership whether limiled or untimited), propictorship. “Hind Undivided Family, usl, union, association, ‘government or any agency or poilical subdivision thereot or any other entity thal may be reated as « person under Applicable Laws: “Personne!” meansthe Employer's Personnel or Gamesa’s Personnel, as the cose may be: Pooling Substation meas 230/33 KV substation, comping of SX100 MVA, tronstoriers, located at Sankoraperi vilage, Tulicotin District, Tarn Nadu ‘andi vse of which focities are to be shared by the Owner for the purposes ff the evacuation af power from the Project connected to the substation ‘long with inveslos owning other wind power projects simlarly connecied fr fo be connected to the substation. BAR" shall mean the State Bank of India prime lending rate for the ‘purposes of interes rate determination under this Contract, from fime fo time in accordance with Reserve Bank of India nos; "SEB" means ihe Stale Electiicity Board and ils successor entity which is concerned for the 2urpose of power evacuation wilh the Wind Farm as per the televant Government Authorities and in accordance wilh the ‘Applicable Laws from time lo time. ‘shared Services’ means and comprises of power evacuation facies developed, consiucted and owned by Gamesa al the Site ‘shared Services Fee or Fee" shall have the meaning ascribed to the term in Clause 3A) “Shared Services Works” means the works fo be canied out by Gomesa to, sel up the Shared Services, as described in Schedule 2. ‘Sile! means the land where the Wind Farm islocated: “Taxes means any fees. taxes, loves, interest, penalties or other sum levied pursuant fo any Arplicable Law, including but not miled to allsaies, valve WS. PERPETY, INVESTIENTS, ‘added, excise anc storage laxes, service foxes, goods and services tax, license and permit fees, enty tax, works contract tax, levies, octtol, cess, Import duties, imposls, deductions, charges, withholdings and duties; "Wind Farm’ shall have the meaning asciibed fo the feim in Recital A; "WIG" means ‘Wind Turbine Generator’ means the Gamesa make G97model 2MW raling energy machine set employed for converhing wind energy 10 electrical energy and which shall comptise mainly of, but not Testicled to nacele, hub, set of three blades with Rotor diameier of 97, metets, ground controler [processor four section lower suitable for hub height of 104 and eccessoties. 2. RIGHT TO USE SHARED SERVICES {AlGamesa hereby grants fo Employer and Employer hereby accepts the Tigh! fo non-exclusive use of the Shared Services as of the date of Commissioning of the los WIG ("Commencement Date”) of the Project and such performance shall be for the entite petiod of the Operational ile of the Project (‘Term’) {B) Employer agrees that the right 10 use the Shared Services is a non- exclusive right and may be used by olher WIG ownersin proportion 1o thei project capacity commissioned at he Site also, 3. SHARED SERVICE FEE [alEmployer shallpay Gamesa a fee of INR 2,50,000/- Indian Rupees Two Lakh ond Fly Thouscnd Only) per WIG per annum from the ‘Commencement Date. An inletim fee of INR é85/- (Incian Rupees Six Hundred Eighty Five Only) por WIG per day shall be payable by the ‘Owner upon the expiry of len Business Day from the Elfective Date until the Commencement Dale only for such commissioned WIGS, The Shared fee shall have an annual escalation of 5% from the second ‘year on the previous year's charges up to Tenth year. (‘Shared Service Fee or Fee! for the righ! of non-exclusive use of the Shared Services granied by Gomesa fo Employer. This Fee is exclusive of Taxes and other duties asmay be applicable, Prior fo he expity of the Tenth (10) your tom the Elfective Date, the Portice shall molvally dlscuss and ‘agree in writing, on the Fee for the 11" year upto the 20" year and for ‘any subsequent years thereatier. (2} Employer shall pay quarterly Fees in advance, upon Gamesa reising ‘an invoice for thal cmount, within filteen (15) Business days from the WS. PERPETUAL INvcstuENTs date of receip| of such invoice ['Due Date’). The Parties agree that the fist invoice for the quarterly Fees for the WIGS proportionate to $0 MWS in the Wind Form wil be raised on the Commissioning Date of the Jos! WIG which shall compaise of he Fee for the nex! 3 (three) months petiod together {C} Inthe event of any delay in the actual payment as agreed herein ‘obove, Employer shall be liable fo pay simple interest at the rate of 2% {Iwo per cen) per annum over and above the prevailing SBAR to ‘Gamesa on the amount due, from the date such amount fas due, up to the dale of realzation of actual payment by Gamesa, [D)The fee payable by Employer under this Clause 3 does not include the following: (i) Any adattional charges levied by SEB, oils afilates: anc {i Transmission charges as applicable, ‘Charges under sub-Clause (D} shall be bome by Employer. However Garesa will assst Employer for payment of all such above mentioned stalutory dues levied by SEB related to Pooling Substation ‘and receipt wil be provided Employer. 4, SCOPE OF GAMESA (A)scope of Work Gomese shail provide fo Employer the operation and maintenance services in elclion 1o the Shared Services, in accordance with the HSE policy, SoPs, Applicable Law and with accepted industy standards (collectively rlewed 10 as “ORM Shared Services"). |. Provision cf prevenlive maintenance work involving labor and materials Gamesa shall provide to Employer as part of the operation and maintenance services preventive muinilenunce works for the Shored Services, whch shall involve provision of labor as well as materia’ ‘and consumables (such as lubxicants and topping up oils, petroleum gels, contact clecners, tus! preventing agents, colton waste and inor/low valve electrical ond mechanical parts). Gamesa shal also is, Pe ML INVESTHENTS ertnor maintain and upkeep the following equipment ("Equipment") {oiming part of the Shared Services viz. 1, Allequiament in yord and bay within Pooling Substation: 2, electrical maintenance of indoor and outdoor electrical fepparatus including Ciccull breakers, transformers. Insulators, lightning/ Surge Arrestars, Isolators, Control and power panels, Batteries & back up power supply Units, relay pane’, lightingy iumination systems: and 3, loppingup of transformer oil, Oil filalion & oi replacement during ‘he maintenance and as may be required trom time to time. 4, checking of vatlous technical, salety and operational orameters of the Shared Services, trouble shooting and felevor! technical sevices 5. amranging for crane as per requirement; and 6. arranging to provide watch and ward and security to the Shared Services and its premises, Curative maintenance/ breakdown repair work involving tabour ‘and materlals Gamesa shall provide to Employer as patt of the operation and maintenance services curative maintenance and breakdown repait work {other than for Force Mojeure Events) which shail involve provision of labour, componenis. spares and consumables. The Curative maintenance and breakdown repaiss wil cover 1. provision of spares repais/replacement 2, Major breakdown as mentioned below — ‘©. rewincing /repaks of transtormors b. repairsreplocement of Circuit breakers, Insvicton Lgitning/ Suige Artesters soioors, control & Relay panes ‘and power panels, batleries & power back up systems, ‘clay unis ghting/ilumination systems: eee ye eTg. PERPETUAL INVESTMENTS . providing crane / hydra / raler at the cost and chorges of ‘Ganesa for carrying ou! repais/replacement; . painting of Equipments, as may be required from time 10 time: and © repair / replacement of all equipments ot Pooling Substation (including CT, PT and meleting equipments). ii. Gamesa shall provide copies of standard operating procedures {SOPS] of the Shared Services os allached herewith in Schedule 2 for ready relerence. Gamesa shall endeavor to clean the shared Sevices once before the high wind season and thereailer on need basis fo avoid machine downtime. Iv. Notwithstanding anything mentioned elsewhere in this Contract, it ‘any breakdown occurs of any of the equipments in the Shared Services, Gamose shall make these components good at ze10 cost to Employer. ¥. Gamesa agrees that Gamesa shall send a shori message service {sms} each time upon occurence of (a} failure of a major component of the Equipmenls, or (o) before prevenlive maintenance of the Equipments or (¢| afler the completion of preventive maintenance of the Equipments. in the event a breakdown continues for more than 24 (lwenly four) hours, Gomesa shall send regular communication to Employer at regular inlervals through ils avthovized representative/CRM representative tit such breakdown continues. Vi. Providing Competent and Adequate Team ©. Gomesa shall deploy a dedicated team of qualtied ‘engineers and technicians, at control room round-the- clock operations and maintenance of the Shared Services. Gemesa shall submit a detailed organization chart with ames and mobile numbers of key petsonnel 10 be sHotloned af the control om, bb, Gemesa shall provide suitable facillies, ke mobiles and rersportation, foils personnel so that they can discharge ‘helt responsibitties optimally. HIS, PERPETUAL INVESTHENTS polar c. Gamesa shall bear the cost of all labour required for Conying oul the O&M Services and associated costs involved in hiring any equipment, including cranes, equited for ony such repairs vi, Gamese Representative ‘2. Gamesa shall, ypon the Effective Date, designate a duly qualified ond experienced person to manage ond administer the O&M shored Services [Gamesa’s Representative’) b, Gamesa's Representative shall be the point of contact between Employer and Gamesain respect of this Contract ‘and shall be responsible for providing Employer with regular ‘and fimely updates, including in relation to any matter related to this Contract (8) Responsibiliies of Gamesa |L_ Gamesa shall operate, service and maintain the shared Services in accordance with the provisions of this Contract, the Applicable Laws and Good Industry Practice. ii. Gamesa shall estabish, maintain and manage, near the Project Control room and storage facilfies, transport etc. as required 10 tensure that the Shared Services are available ofall imes during the Term of this Contract ii, Gamesa shall, at ts own cost, obfoin ond mainicin all permits end consents required by Appicoble Laws to be oblained in the name fof Gamesa fo lawiully pertorm ils obligations hereunder. Furlher it shal observe and slticly comply with Applicable Laws for the operation and maintenance of the Shared Services Facies. 'v. Gamesa shall allow, the Employer's lendes / lenders engineers/persons duly authorized by Employer access to the site ‘and records and relevant documents related to operation and maintenance of the Shared Services pertaining to the proportionate capacity of Project fo the Wind Fam for ihe purpose Of the audi fo be conducted os per Clause 12 {C} Employer shall give © pricr wiilten infmation, al least § [five] Business days in ‘advance, before such vst forthe purpose of the aul 8 PE: STUAL INVESTHENTS ae ne ¥. Gamesa shal be responsible forall issues related to safety, heath, envionment and legal & statutory requirements thereof, and shot keep Employer indemniied and absolved of all claims arising out (f such issues, as per provisions ofthis Contract, vi, Gomesa shall troughoul the Term, keep records of regular maintenance reperls, information regarding breakdown maintenance and preventive maintenance of the Shared Services. Detailed rezords/teports of prevenilive and cutive maintenance shall be maintained for the Shared Services and shall be sent to Employer via electronic mail on monthly basis or periodically os mutually agreed belween the Parlies. The maintenance reports shall broadly provide information regarding the following! 1. the patls used or replaced on the relevant Equipment: 2. any abnormal conditions observed wilh respect 10 the operation of the Equipment and 3. any urscheduled maintenance that should be performed based ypon such observations. vi, Gamese shall operate and monitor the performance of the Shared Services of a continuous besls (24 hours a day, 7 days a week) throughout the Operational lite of the Wind Farm and shail deploy ‘adequate sklled and trained manpower for this purpose. vii, Gamesa shall co-ordinate with CEIG for the periodic inspection of the Shared Services under the relevant Indian Electricity Rules a! & Cos! upto 2500/- [Indian Rupees Two Thousand five Hundied oniy) per WIG towards the annual Inspection chorges and shall rectily {ne defects, any, mentioned in the report submitted by CEIG ater the inspection, wilhin the lime stipulated therein. ix Gamesa shall, ot no extia cost to Employer, liaise with the governmental and local bodies for smooth and eiticient operation of the Shared Services. x. Gamesa stall carry ou! Preventive and Conrective Maintenance of the Shared Services promolly and within the scheduled petiod as per ihe preventive maintenance schedule at no extra cost to Employer, xi The Parties agree that in the event thal on instruction or order is received from SEB, or ony Government Authority tequiing back: down of generation due to grid maintenance or atid condition. WS. PERPETUA). INVESTMENTS Gamesa would be under an obligation fo foke necessary and reasonable sleps to comply with the condiions set out in such instructions or orders. Gameso shall ensure thal all power producers connected io the paoting sub-stations a the Sile affected by such ‘back down Insituctions or orders are backed down proportionate Io thei inslaled generation capacity, subject to technical easibilly ol backing down the WIGs. xi, Gamesa shall maintain the arrangements for ight of way in relation fo the lane on which the Shared Services or any part thereot is located ond shall continue 10 comply with them throughout the COperationel life of the Wind Form. xii, Gamesa shall maintain ot the necessary approvas, permits and clearances for the purpose of operating and maintaining the ecesary Shared Services as per the noms and procedure presctibed ay the relevant Goverment Authoily, [C} Other Responsibilities Of Gamese, i. Gamesa shall be responsible for implementing all services in relation to forecasting of generation as may be required under EGC or any directive isued by a Government Authotlly, Provided however, oll costs and expenses relating to forecasting of {generation services shail be proportionate to the capacity of the Employer and to the account of the Employer. |. Spores Ane Consumables (Gamesa shal keep sulfcient spares a sle/tegional/area warehouse fo ensure that all faulls ore speedily repaired and that the Shared Services, it uider breakdown, shall be put back info operation with least downtime. The quantum of spares wil be decided by Gamesa ‘with intimation fo Employer. 5, FORCE MAJEURE IA) The lem ‘Force Mojeure’ as employed herein shall include acts of God, sikes, lockouls oF clher Inaustial dslurburices by labor net employed by the allected patty, ils subcontractors o ils suppliers which i specific fo the performance of the obligation by the Parties in accordance with this order, acts of public, enemy, wars, blockades. insurreclions, hosilies [whether war be declared or no!) fertaism, ‘ols, epidemics, londsides, ighining earthquokes, WS, PERPETUAL iivesTinenrs explosions, fres, storms, loads or other similar events posing a safety concein and/or preventing transportation. wind speed above 10 m/s, compusory actions by any Goverment Authotily, cour, civil disturbenees, quarantine reskictions, to the extent such events satis the folowing conaiions {a) beyond the reasonable control of ‘ony Party ("he Affected Party") (b) whose performance is interfered with, and which by the exercise of reasonable dlgence the party i Unable to prevent, (c} such thal they has/have « material adverse etiect on the Affected Party. To the exlent. any event Istediin this Clause sass the conditions (a), {b} ond {c), shall be "Force Majeure Event” 18) Where there's @ Force Majeure Event, the Allected Party must nolity the other Perly in walling as soon as possible and in any event wilhin 5 live] Business Days of [i] the Force Majeure Event: or fi) becoming aware of the date if ought Io have become aware of the occurence of the Force Majeure Event, whichever is eater, giving full paticulars of the Force Majeure Event and the reasons of the Force Majeure Event preventing the Affected Party from, of delaying the Affected Parly in performing ils obligations under this ‘Agreement. The Alfected Party must use ils reasonable eftors fo () mitigate the effect of the Force Majeure Event upon Is performance of its obligations under this Agreement; (i notly| the other Party of the measures being token to mitigate Ihe elfeci(s) of the Force Majeure Event: il find a solution by which the Conliact ray be performed despite the continuance of the Force Mojeure Event, (C)_TheParly atlectodby the event of Force Majeure shail recommence the pertorrance of the obligations affected thereby as soon as praclicable ater cessation thereof as mutually agieed by the Parties. (0) A Force Mojeure Event shal not releve a Parly from ony lial for {an objigaticn which arose before the occurrence of thal event, nor ‘does that event alfect the obligation to pay money in a timely ‘manner which matured prior to the occurrence of thal event. {E} Notwithstanding enyihing contained herein, the following shall not consllule aForce Majeure: |. Economic hardship n the performance of any obligation: ws. PERPETUAL INVESTHBENTS 8 I. Delayed perlormance ot any obiigation unless such event is caused by on event of Force Majeure Event W, Increased costs of the perlormance of a Party's obligations hereunder inciuding casts of equipment, material or labour Iv. Abreacs of any provision of this Contract. \¥. Inability of « Parly 10 poy any monies due pursuant fo this Contract vi Condiliens caused by the negigence or wrongful acts of the parly claiming Force Majeure Termination or prolonged Force Majeure i. Inthe event af either Party hereto being rendered unable wholly ‘oF in par by any Foice Majeure cause, fo ccxty out is obligations ‘under this Contract, it agreed that on the Parly affected by such Forse Majeure couse giving Ihe other party notice in writing ‘95 soon as possible of the occurtence of the cause relied on by it, but not later than 10 len) days of the occurrence of such Cause. Then the obligations of the Party giving such notice, so far os they are atiected by such Force Majeure cause, shall be suspended during the continuance of any inabilly so caused bul for ro longer petiod, and such cause shall as far as possible be expeditiously remedied with all reasonable dispatch and dligencs. i. In the event tha! the period of such suspension shail extend beyond 2 [Iwo] months, then, in that event, the Parties hereto shail consull each other regarding the future implementation of the Contract and take such steps as may be possible to eliminate or minimise further delay. In the event that the potiod of such suspension shall extend beyond 3{three} monihs the Party not constrained by the Force -Miojevre shail have the Hberty of terminating the Contract. Inthe ‘event 01 zuch tormination, Gamera will be eniiled to be paid! the pettion of Ihe un-dispuied Mainienance Charges attributable to the scope ol services and obligations already Comple'ed under this Contract and Employer shail be eniilled fo be relunded ony money paid fo Gamesa for the incomplete portion of scope of services, if any, under Ihis Contract mis, PERPET Poor INVESTMENTS yr Jv. On ful payment of the amounts above other than as speciticaly provided in this Contract, neither Porly shall have any furiher obligations or labities against the other. &_NoTIcES [A] Al notices/approvals/consents and other communication to be given Under this Contract shal be sent to Employer o Gomesa, as he case may be. of the addresses se! forth below, or fo such other addiestes ‘8 nolified from fime to time by he Paris to each other: Ifo the Employer: Mr. CS. Sunder Raju Partner, Ms Perpetual invesimenis 1 loor, Commissarial Road, Bangalore - 560025 110. Gomese: Allention: AVP - Services (GAMESA WIND TURBINES PRIVATE LIMITED, The Futura Park, Block 8, 8th Floor, 10.334, Rajiv Gandhi Salai, sholinganailur, Chennai - 600 119. (8}No electronic mail communication wil be accepted as a legal Rotice/ legal claim. Such communication mus! be served at the ‘appropriate addkess only by registered post [C| Anotico willbe treated as having been received: i. itsent by hand, when its delivery Is confimed by a signature on behalf o' the recipient: iif sent facsimile, upon production of a corec! and complete transmision repo by the machin rom which Ine facsinae wer sen wth inescoe thal Tne focsmie was sent inis entirely To the facsimile number a he repient noe for Ine purposes of ths paragraph [ail acsimie shat be folowed By rogstorod post or hand delvery: and MS. Pap NL PETAL vests NY ae ii, by emel, when the sender receives an aulomated message confirming delvery. ‘7. GENERAL REPRESENTATIONS AND WAR {A)Bttner Porly makes fo the other Party the folowing representations and ‘warrants, each of which is tue and correct as on the date of this Contract: |, ithos the authority and power, including ail corporate approvals, equired to enter inlo this Contract and comply with ils obligations under this Contact and transactions contemplated underit | the Corttact and the transactions underit do not contravene its Consituant documents or any Appicable Law: In entering into this Contract, its acting ins own copecity and Rot in the capacity as tuslee ol any trust or as agent on behall of any entity: iv, ils obigations under this Contact are vad and binding and ore enforceable agains! it in accordance wih the terms of this Contract; and ¥, that ils presentations and warran's ere enforceable against i. (8) Employer futher represents thal he is an Indian national and not barted or prohibited or restrained in any manner by any Government Auihorlly to do business in India and has compted wilh the all ‘Applicable Laws fo inves! in the Project: [C] Gamese futher represents that it hos been incorporated as a ‘company and valily exists uncer the laws of india, 8, SHARED SERVICES AVAILABILITY WARRANTY (A) Gamesa shail operate ond maintain the Shared Services on a Continuous bass [24 hours a day. 7 days a week) throughout the Operational life of the Wind Farm and shall deploy adequate skilled and tained manpower for this purpose. Gamesa. shall maintain ovailabilly of Shared Services al 97% (Ninety Seven percent) in a year, (WS. FCRPETUAL INVESTMENT PltGer (8) The Parties agree and acknowledge that labilties of Gamesa on ‘account of Shared Services Availabilty Liquidaled Damages under this Contra shail be INR 4,46,428/- indian Rupees Four Lacs Forty Six Thousand Four Hundred Twenty Eight Oniy) for the Project for every 1% diop in Shared Services Avalabilly limited lo a maximum of 50% {fifty percent) of the Shared Services Fees for the Owner's WIGs for each year excluding Taxes, dulies and levies. Taxes applicable an the Shared Services Availabilty Liquidoted Damages shall be to Gamesa's account (C) Exclusions towards availabilty of Shared Services |. In the event of failure of the power tronsformer to which the (Owner's WIGS are connected then Gamesa shall apportion the oad of such connected WIGS to the other power transformers (1 the Pooling Substation, However for such apportioned WIGs, ‘the curtailment, i any shall not exceed 90 (Ninety) days. For the purpose of calculating the Shared Services availabilly, such 90 [ninety) day period for the curtailed WIGs shall be considered ‘a: available huts ii, Force Majeure events li, Time when Grid is not avoilable lv, Unsate Conditions as per Owner's HSE policy at Pootng Substation fo alfend the Pooling Substation elecitical faut v. Damage to the 33KV Line & Pooling Substation intemal components due to Grid Vi. Time the work stopped due fo want of any clearance required ‘om the SEB fo allend the electrical faults. 9. LIMITATION OF LABILITY [A] Notwithstanding anything to the contrary contained in this Contract the maximum overal labilty of Gamesa fo the Owner under this Contact, cone of nine aggregate, shal not exceed 100% (Huridked per cent ol he O&M Price ol the relevant WIG forthe relevant year including any Claims or Losses in connection with the Scope of Sewice

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