3.21 3.22 (b) maintain a separate Site specific incident register for the Project and the O&M Contractor shall make the same readily available to the Employer as and when required; (© NotUsed (&) Monthly Safety Report for a month on first (Ist) of every successive month in the format as attached as Annoxure 6.3 of Schedule 6; (©) _HSE Incident Report (within twenty-four (24) hours of the incidence) and its root, cause analysis and Corrective and Preventive Action within one (1) week of the incidence occurred at sites (HSE Compliance Certificate (as attached as Annexure 6.7 of Schedule 6) on monthly basis by 7" day of every successive month; and (g) In case of fatal accident: (intimation of such fatal accident to the Employer within one (1) hour of occurrence; Gi) the initial incident report within 24 hours of such incident; and (iii) detailed incident report within 48 hours of such incident, For any delay by the O&M Contractor in submission of the aforesaid report beyond three (3) days from the specified time period for such report, the Employer shall have the right, to escalate such non-submission to the O&M Contractor’s Representative, under the Agreement. If such non-submission is further not addressed by the O&M Contractor's Representative within three (3) days of notifying to the O&M Contractor's Kepresentative, then the Kmployer can escalate the same to the Senior Utticer ot the O&M Contractor. ‘Training At the request of the Employer, the O&M Contractor shall provide adequate training to any ten (10) employees of the Employer or its Affiliates for a period of one (1) month with respect to the operation and maintenance of the Serviced Equipment. The Employer shall bear the costs of its Personnel in relation to such training, ‘Technical Condition Audit On each anniversary of the Performance Guarantee Commencement Date, and no later than three (3) months prior to the expiry of the O&M Term; sixteenth (16*) Operational Year, tenth (10") Operational Year; or fifteenth (15!) Operational Year; as the case may be, the O&M Contractor shall prepare a Condition Audit Report, the costs to be mutually discussed and agreed between the Parties, but at the option of the Employer. The format mn Audit Report shall be mutually agreed by Parties prior to the start of the || condition audit. The Employer and its Personnel shall have right to witness technical condition audit. The Condition Audit Report shall be prepared by the O&M Contractor and be submitted for review to the Employer which shall include: (@) Observations and analysis made during joint inspection of the WTG to aséértai as is condition; oy 283.23 (b) statements of capability for each WTG to complete its life cycle period based on the known condition; (©) data to substantiate the known condition existing at the time of the Condition Audit Report, including condition monitoring, OEM inspections and any RCA reports; (4) condition report for all major components of the WTGs, including: (x) nacelle including generator; (ai) blades; foundations; (xiv) towers; (xv) transformers; (xvi) rotor; (vii) hub; (xviii) electrical control systems; (xix) hydraulic systems; and (xx) all related infrastructure, including the Interconnection Facilities, Provided that the Employer agrees and understands that: A. technical condition audit under this Agreement shall be required to be carried out in such a way that it does not adversely affect the regular funetioning of Inter- connection Facilities; and B. if based on the technical condition audit findings, the Employer decides to get any additional work carried out by the O&M Contractor over and above the Services, the same shall form part of the Event Based Services. Generation Backdown In the event any instruction or order is received from any Government Authority requiring the Wind Farm to back down generation, the O&M Contractor shall take necessary and reasonable steps to comply with the conditions set out in such instructions, by performing back down of the WTGs connected in the Wind Farm Pooling Substation proportionately. The O&M Contractor warrants that it shall not do any act or omission which can lead to any order from the Government Authority for the back down of the generation from the Project, In the event any of above order is being issued by the Government Authority due to any act or omission of the O&M Contractor, then the O&M Contractor shall compensate the Employer for the generation loss, compensation calculated at the rate mentioned in [ter 7, a 293.24 3.25 3.26 3.27 3.28 of Schedule 1, however subject the overall limitation of Liguidated Damages set out in Item 11 of Schedule Site Regulations ‘The O&M Contractor shall at all times comply with the Site Regulations set out in chedule 7 [Site Rogulations] and shall ensure that its respective Personnel, Subcontractors, Subcontractor’s Personnel and visitors comply with the Site Regulations at all times when accessing the Site, Certified Emissions Reductions ‘The O&M Contractor shall offer assistance to the Employer in relation to the CDM for tho Sites. The O&M Contractor acknowledges that it has no rights to and shall not claim any entitlement to any benefits arising out of the registration of Project under the Clean Development Mechanism or the like mechanism, Forecasting The O&M Contractor shall, develop mechanism in consultation with the Employer, whereby highly accurate forecast of generation from Project to ensure compliance of Project with applicable grid code, The mechanism shall take into consideration the Prudent Wind Industry Practices existing in this regard. The Employer shall bear the cost for such mechanism Security Prior to the Commissioning of the first WTG comprising the Project, the O&M Contractor shall prepare and submit a security management plan to the Employer which shall be mutually agreed between the O&M Contractor and the Employer alongwith joint Site survey by the Personnel of both the Parties. The security management plan shall at a ‘minimum include procedures for ensuring security of Serviced Equipment and Personnel at Site, Serviced Equipment, patrolling records, 24 hours patrolling manpower deployment process, and audit mechanism to ensure compliance with the plan and escalation of any problem that arise at the Site, The O&M Contractor shall be responsible for the safety and security of the Project and the Site. Safety of Works ‘The O&M Contractor shall while performing the Services: (@) take full responsibility for the adequacy, stability, safety and se ‘operation and maintenance on the Site and methods of transportation; rity of the (6) have full regard for the safety of all persons on or in the vicinity of the Site (including without limitation persons to whom access to the Site has been allowed by the O&M Contractor), comply with all relevant safety regulations, Applicable Law and Prudent Wind Industry Practices, including provision of PPE, safety gear, and insofar as the O&M Contractor is in occupation or otherwise is using areas of the Site, keep the Site and the Services in an orderly State appropriate tothe avoidance of injury or acident to any persons on anti the vicinity of the Site; 303.29 3.30 3.31 3.32 (©) provide and maintain all warning signs when and where necessary or as reasonably required by the Employer’s Representative or by any Applicable Law or by any Government Authority for the protection of the works and for the safety and convenience of the public and all persons on or in the vieinity of the Site; and (@)__be responsible for the care and protection of the Serviced Equipment, including any risk involved therein, as part of the O&M Contractor’s obligation of providing the comprehensive Services to the Employer; (©) procure and maintain the personal accident insurance of all of its Personnel and cause the Subcontractor to procure and maintain the personal accident insurance of its Personnel as required by the Applicable Law. Emergency If, by reason of an emergency arising in connection with and during the performance of the Services, any protective or remedial work is necessary as a matter of urgency to prevent damage to the Facility, the O&M Contractor must immediately perform that work at its own cost. Documents on Site ‘The O&M Contractor shall and shall cause its Subcontractors to keep on the Site, requisite documents as per Applicable Law and relevant technical documents, as per O&M Contractor's standard practice, related to the Project, alongwith all subsequent amendments of such documents. The Employer and the Employer’s Representative shall have the right to verify such documents at all reasonable times. ‘Tho O&M Contractor shall also maintain necessary records rel well as breakdowns in respect of the Site 1g to performance ao Statutory Liabilities ‘The O&M Contractor represents to the Employer, that all statutory and regulatory dues and liabilities has been paid and settled, within the statutory and regulatory time frame, with regard to performance of its obligation under this Agreement and there are no claims, or demands pending from the Government Authorities. The said representation by the (O&M Contractor shall be deemed to be repeated as on the date of end of each quarter of the financial year. In this regatd, if at any time, any Claim is raised against the Employer or Loss is incurred or suffered by the Employer, in connection with this Project, due to performance ot non-performance of the O&M Contrector’s obligation hereunder by the O&M Contractor or its Personnel, then the O&M Contractor shall indemnify and hold harmless the Employer against all such Claims or Losses, Legal Compliance The O&M Contractor shall prior to the Services Commencement Date submit to the Employer a list of all the Applicable Law that is required to be complied by the O&M Contractor. In case there is any addition or repeal of any law that is required to be complied by the O&M Contractor, then the O&M Contractor shall promptly update . : Law. 3 list of the Applicable Law and submit to the Employer such updated list of the Applicable\ 4S3.33 3.34 3.35 ‘The O&M Contractor shall, within seven (7) days of completion of cach quarter of the financial year, submit to the Employer a legal compliance certificate, in the form as attached at Annexure 6.8 of Schedule 6, stating that during such quarter, the O&M Contractor, its Subcontractor and their Personnel were in compliance of all the laws, rules and regulations and other legal requirements of the Government Authorities (“Legal Compliance Certificate”). In case any non-compliance is registered in the Legal Compliance Certificate, then the O&M Contractor shall, alongwith the said Legal Compliance Certificate, submit the root cause analysis and actions taken by the O&M Contractor to cure such non-compliance. If the O&M Contractor or its Personnel fails to comply with legal or other compliances as per details mentioned in Annexure 9.3 of Schedule 9, penalty shall be levied on the O&M Contractor as per details mentioned in Annexure 9.3 of Schedule 9. O&M Review Meeting ‘The O&M Contractor shall submit to the Employer, completely filled in and without any inaccuracies, the Monthly Performance Reports, service order reports, log books, emergency notification and other reports in the format as mutually agreed between the Parties. During any Monthly O&M review meetings, the O&M Contractor shall ensure that the concerned O&M Contractor's Personnel, related to unresolved issues either new or recorded during the previous Monthly O&M review meeting, shall attend such Monthly O&M review meeting along with all the relevant documentation. In the event, such O&M Contractor’s Personnel is not able to attend such Monthly O&M review meeting then in such a case the O&M Contractor's Personnel shall separately hold a meeting with the concerned Employer's Personnel within seven (7) days of such Monthly O&M review meeting. For any delay in submission of the aforesaid report beyond three ) days from the specified time period for such report, the Employer shall have the right ty eovalate suet nuu-submissivn ( Ue O&M Contractor's Representative, under the Agreement, If such non-submission is further not addressed by the O&M Contractor's, Representative within three (3) days of notifying to the O&M Contractor's Representative, then the Employer may escalate the same to the Senior Officer of the O&M Contractor Following each Monthly O&M review meeting, the Parties shall conduct an audio-con / site meeting on fifteenth (15") day of such Monthly O&M review meeting to discuss progress on the issues raised during previous Monthly O&M review meetings. Private Land The O&M Contractor and its Personnel shall, at all time, ensure strict adherence to and compliance with the terms and conditions stated in the non-agricultural/industrial usage permission with respect to the Private Land, Performance Guarantees The O&M Contractor shall maintain the Site in accordance with the Agreement and other tequirements including the Performance Guarantees during the O&M Term, onthe tens and conditions contained herein, SS Fe 323.36 3.37 3.38 3.39 3.40 341 Site Requirements ‘The O&M Contractor shall provide adequate Site security (as per Site security ‘menagement plan as mutually agreed between the Patties), clean-up, housekeeping, cooling systems, first aid, health, safety and protection, catering, dining, resting and sanitary facilities (Separate for male and female labourers) at the Site for O&M Contractor's Personnel, Employer's Personnel and visitors, but as a minimum as per the Applicable Law, ‘The O&M Contractor, as part of the Services, shall ensure proper housekeeping of the Employer's Site office. ‘Compliance with Applicable Law ‘The O&M Contractor shall observe and comply with all the Applicable Laws and submit the documentary evidence as reasonably requested by the Employer in this regard. Replacement O&M Contractor ‘The Employer shall have the right to appoint a Replacement O&M Contractor to perform such part of the Services which the O&M Contractor has failed to perform at the cost and expense of the O&M Contractor. Pre-Expiration Report ‘The O&M Contractor shall duly endorse the Pre-Expiration Report as submitted by the Supplier and the Contractor under the Supply Agreement and the Works Agreement, respectively, stating that there are no Defects observed in the Project During the Defects Liability Period, the O&M Contractor shall immediately and within tive (3) Business Days ot identification ot a Detect, notity the Employer of such Detect and include all relevant details to allow the Supplier and/or Contractor to assess the Defects for rectification. O&M of Met Mast ‘The O&M Contractor shall maintain (including required calibration of the instruments as per the applicable international standards) one (1) met mast representing the entire Project for a minimum period of four (4) years from the date of Commissioning of the last WIG comprising the Project and the O&M Contractor shall provide the raw wind data so generated from the said met masts to the Employer on @ quarterly basis. The O&M Contractor shall facifitate for arranging calibration of the met mast equipments on request by Employer. The calibration charges shall be borne by Employer. Services over Operational Life ‘The O&M Contractor warrants to the Employer that it shall provide the Services, including provision of necessary maintenance, in respect of all the WIGs comprising the Project so as to enable smooth operation of the WTGs comprising the Project at its rated capacity, in accordance with the Scope of Works and Specification, for the Operational Life of the Project, and enable the Employer to fulfil its obligation under the Energy-Of take Agreement in accordance with the Hon’ble Kamataka Blectrcity Regultiyy. ion’s guidelines and Karnataka Electricity Grid Code. 333.42 3.43 344 3.45 No Deviation ‘The O&M Contractor warrants that it shall not take any deviation from the process / procedures of its own (including any revision thereto) and/or agreed between the Parties unless such deviation has been approved, in writing, by the Employer, unless it necessary to mitigate any risk associated with health, safety and environment at the Project or adversely affects the performance of the WTGs or in case of emergencies, as per Prudent Wind Industry Practice. In this regard, the O&M Contractor shall promptly intimate the Employer about the same Hazardous Substance ‘The O&M Contractor represents that it has neither stored nor permitted any other Persons to store any Hazardous Substances at the Site except those required for the operations of the O&M Contractor and/or Subcontractor for which necessary Government Approvals have been obtained o will be received as per Applicable Law. ‘The O&M Contractor warrants that it shall not store or permit any other Persons to store any Hazardous Substances at the Site except those required for the operations of the O&M Contractor and/or Subcontractor for which necessary Government Approvals have been obtained or will be received as per Applicable Law before start of the Services, as may be applicable and as and when required. ‘The O&M Contractor shall, and shall cause its Subcontractor to, at all time, store and use such Hazardous Substances in accordance with this Agreement, Applicable Law and Prudent Wind Industry Practices. Access ‘Tho O&M Contractor shall, during the O&M Term, use the Righte of Way and Common Roads in such manner so as to ensure that the usage rights granted to the Employer or its Personnel are not contravened. Stoppage of WIGs In case of any stoppages of the Employer’s WTGs comprising the Project by any third party including Subcontractors, the O&M Contractor shall take actions (include police / legal actions) for expeditious restoration of the operations of the WIGs. Such efforts shall include police / legal actions where required. Employer will provide necessary support in case there is a legal action involving land matters in its capacity as owner. ‘The O&M Contractor, as part of the Services, shall ensure proper housekeeping of th Employer's Site office. . aA 343.46 3.47 3.48 4. 4d 5. Sa 52 Joint Meter Reading Acknowledgement ‘The O&M Contractor shall, on a monthly basis, submit to the Employer (a) WIG LCS reading for the WTGs comprising the Project; (b) Summation of all transformer meters at Site / Pooling substation ; and (c) ABT meter reading with Kamataka Discom acknowledgement. Maintenance of Roads The O&M Contractor shall keep roads at the Site including the Common Roads, Access Roads, comprising the Project Land, motorable for smooth operation and management of the Project. Interference with External Grid The O&M Contractor must, as soon as reasonably practicable, issue a written notice to the Employer advising of any interference with and/or damage to the External Grid which connects with the Serviced Equipment. EMPLOYER'S OBLIGATIONS Access During the O&M Term, without prior notice (unless specifically and expressly otherwi agreed to by the Parties), the Employer shall provide the O&M Contractor such access to the Site as is available to the Employer and to the same extent and under the same restriction as applicable to the Employer for the O&M Contractor to fulfil its obligations under this Agreement. The O&M Contractor shall not he responsible for complying with its obligations wader this Agreement in case of non-availability of access (to the extent such non-availability of access is not attributable to any default or omission of the O&M Contractor) in accordance with Clause 4.1, to the extent the O&M Contractor is prevented from complying with its obligations due to such non-availability of access. FEES AND PAYMENT Interim Fees From the Interim Performance Guarantee Commencement Date and until the Performance Guarantee Commencement Date, the Employer shall pay to the O&M Contractor an amount equal to the Interim Fee per WIG per day specified in of Schedule 3 (the “Interim Fees”). The Interim Fee shall be payable within thirty (30) Business Days after receipt of each invoice which may be submitted by the O&M Contractor after end of the monthly period covered by the invoice, Annual Fees For every Operational Year, the Employer shall pay to the O&M Contractor, an amount per WIG as specified against the relevant Operational Year in Schedule 3 (the “Annual Fees”); fifty percent (50%) in advance at the beginning of each quarter and the-balance fifty percent (50%) on completion of each quarter after certification of the completion OF the Services by the O&M Contractor and endorsement by the Employer. 3553 ‘The O&M Fees shall cover the costs for performing the Services during the O&M Term and shall be adjusted solely as expressly set out in the Agreement, Solely for calculation of amount of O&M Fees under Clause 10 [Limitation on Liability), Clause 5 of, dule 2 [Availability Guarantee Liquidated Damages] and Clause 13 [Termination], for the first, second, and third Operational Year, the notional Annual Fees shall be as mentioned in Item 15 of Schedule 1, Item 16 of Schedule 1 and Item 17 of Schedule 1, respectively. ‘Notwithstanding anything containing in this Agreement, the O&M Fees for the fourteenth. 14") Operational Year shall be mutually discussed between the Parties based on the results of the technical condition audit conducted by the O&M Contractor conducted, at the end of thirteenth (13") Operational Year, at its cost. The O&M Contractor shall act, reasonably and ensure that the O&M fees for the fourtcenth (14") Operational Year and thereafter shall cover its reasonable cost and reasonable margin and be in line with the ‘market conditions and that charged to other major clients (independent power producers) of the O&M Contractor. Event Based Services Any Event Based Services shall be paid at the price mutually agreed between the Parties at the time of order. Taxes ‘The O&M Fees are only exclusive of Taxes, as applicable to the direct transaction between Parties during the O&M Term, at applicable rates under the Applicable Law and all the other Taxes not applicable to the direct transaction between the Parties are included in the O&M Fees. The Taxes, as applicable to the direct transaction between the Parties, shall be payable (in addition to the O&M Fees) by the Employer to the Ogi Contractor or to Government Authority, as the case may be. The O&M Fees along with applicable Taxes, shall become payable by the Employer as set out in Schedule 3 and in accordance with this Agreement. Wherever any payment obligation is indicated on the part of a Party, the same shall be subject to taxes to be deducted at source, and all other statutory deductions to be made on such payments. ‘The Employer shall be entitled to deduct taxes (as required under Applicable Law) from all payments made by the Employer under this Agreement as per the prevailing rates and necessary certificates for taking tax eredit for such tax deductions or withholdings, shall be provided to the O&M Contractor by the Employer in accordance with Applicable Law. The Employer shall issue a certificate to the O&M Contractor for the amount of tax deducted at source as required under Applicable Law within sixty (60) days from the end of the financial quarter for the valid invoices issued by the O&M Contractor and accepted by the Employer in such financial quarter subject to the O&M Contactor having submitted the consolidated details of the valid invoices (including value of the said invoice, company in whose favour certificate to be issued, TIN No,, etc.) raised during such financial quarter within fifteen (15) days from the end of such financial quarter. ‘The O&M Contractor shall provide the Employer with details, in writing, of its permanent account number in relation to income tax, along with the invoices raised by the O&M Contractor under this Agreement and other information/documents as may be reasonably required. The Employer also reserves the right to recover or get reimbursement-4FORr tue, 36O&M Contractor any additional amount demanded by the tax authorities on account of short deduction and/or non-deduction of taxes, ete. if any, except in the event if the O&M Contractor is not eligible to claim this extra amount in its tax returns, “Change in Tax” means: (a) a change in the rate of an existing Tax (excluding GST) applicable to the direct transactions between the Parties after the Effective Date; or (b) the imposition of a new Tax laws (excluding GST) ot repeal of any existing Tax laws applicable to the direct transactions between the Parties after the Effective Date; or (0) change in rate of GST as per Schedule of rates notified in the official gazette by the Government of India after the date of GST implementation as notified in the official gazette by the Government if India which impacts the Net Effective Indirect Tax Burden as defined below; but in all the above cases excluding changes in withholding taxes and direct taxes (which include income tax, corporate tax and professional tax). Any Change in Tax consequent to sub-point (a) and (b) above shall be to the Employer’s account. In the event of Change in Tax, consequent to sub-point (¢) above, during the O&M Term, shall be to the account of the Employer to the extent of such Net Effective Indirect Tax Burden as defined below, provided that the computation of Net Effective Indirect Tax Burden of the O&M Contractor for the above purposes shall be duly certified by an independent Chartered Accountant which shall be one of the Big Four Accounting Firms ie, E&Y, Deloitte, PWC or KPMG. Explanation - For the purpose of this clause, ‘Net Effective Indirect Tax Burden’ means the differential Tax on O&M Fees (arising solely due to sub-point (c) in the definition of the Change in Tax) charged by the O&M Contractor on the direct transaction between the Parties, less the differential Tax credit and/or set-off available to the O&M Contractor (arising solely due to sub- point (c) in the definition of the Change in Tax) in respect of procurement af goods and services having direct nexus with the Services under the Agreement while computing such Tax on O&M Fees 5.5 Invoices and Payment ‘The O&M Contractor shall prepare and submit to the Employer an invoice issued in accordance with this Agreement, at the beginning & end of every quarter of the relevant Operational Year, stating: (a) the total amount payable in such quarter or part thereof as O&M Fees; (b) amount equivalent to Tax, as applicable to the direct transaction between the Parties, payable (in case of the invoice raised during beginning of the quarterly) or paid (in case of the invoice raised during end of the quarter) for such quarter or part thereof; (©) other Taxes at applicable rates under the Applicable Law; and the O&M Contractor has submitted the following to the Employer alongwith each such claim of the O&M Fees: i Legal Compliance Certificate is issued by the O&M Contractor stating its compliance of the Applicable Law in the format as attached at Annexure 6.8 of Schedule 6 during such quarter, SEN 37