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~ OPERATION AND MAINTENANCE AGREEMENT

m This Operation and Maintenance Agreement, entered at Hyderabad on this the 13th
day of October 2011

between

IND-BARATH THERMAL POWER LIMITED, a Company incorporated under

~ the Companies Act 1956, organized under the laws of INDIA. with its Registered
Office at Plot No. 30-A, Road No.1, Film Nagar, Jubilee Hills, Hyderabad -
m 500096, herein after referred to as the Owner.

and \

~ WARTSILA-INDIA LIMITED, a Company incorporated under the Companies

Act 1956, organized under the laws of INDIA, with its Registered Office At 48,
~ Neco Chambers, Sector 11, CBD, Belapur, New Mumbai .400614, hereinafter
referred to as the "Operato~".
M
The expressions "Owner" and the "Operator" wherever the context 'admits or
~-lLermits shall deem to mean and include their successors-in-interest, ex~t0[~nd
sy<c>i>J 6 i". ilted assigns and the said expressions "Owner" and the "Om~wtd lY(fJ;l
}~ ~. lIy referred to herein as "Party"and collectively as "p/a..ies". I':? ~.?~
~ ~, ~ 0:: BYDER,\UhO Ci)
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 il1.!l0l~~Qf 3lT..u~ ANDHRA PRADESH VI 715503
K. SA'I'IS I KUMAR

~.NO.a~J.?£!.:. "'''D~?~./.~.J..,h&.Lt I U.J

Liconced Sleni~ Vendor
LlC.i'lo.15-lD-:) 1:/;'000

}~o!d ,~" ..", .... D.. . . Dl!.m~.,).:.:/. ..s:.<,L1J~t.OCJ

HE j\},Ho.15-lfJ.<;).GJ2009
H.N().5-~~·30, F:aOlf:'.:[Hhi!)(ll (V).

G/~ """.Q....t!.~;.i:f.(;.~~
Hr::j::ndian[~jJ~r i\;i6lf1dal)
RanDa Heddy Dk;tricL

for l.hom".." iikR..'(J;S.I..l.".. ({;.~=z~ lk Ph. No.91)·'1935S156

a PRELIMINARY STATEMENT
WHEREAS, the Owner shall acquire. construct, erect, commission and own and
~ have overall responsibility for the Operation and Maintenance of 2X150 MW coal
based Thermal Power Project with CFBC boilers and condensing cum extraction
Iv ~ turbines together with associated facilities, herein after referred to as the "Facility",
to be located at Swaminattam Village, Ottapidanum Taluk, Tuticorin Dist,
Tamilnadu.

n WHEREAS, the Owner based on the terms hereinafter set out, proposes to utilise
the services of the Operator in the mobilization, operation and maintenance of the
6 Facility; and

~ WHEREAS, the Owner and the Operator hereinafter set out the terms and
conditions based on which the Operator shall provide such services for the Facility,
U
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
~ contained the Parties herein, agree as follows:
 IV 336599
Llcant;od 81.'.;-;' ~., \/{mdor
lIC.N(;.'i,!l"~ '_ :'::'..'':';':;;;00
HEN, N,~j, 15-1;,-.: ,.(; i :: / ~,:{J09
H.No.S<~<3!)1 PI2ii~~.;;:,:g;jJi1: (V).
Raj'3ndf,~'-i';'J8i' ,'Il;;'Hldal,
RZJl~}a nGdd~1 District.
Ph. No. 9f)493~5156

~ Joint Responsibility for Drafting

W This Agreement was negotiated and drafted by the Parties herein consequently;
and none of the provisions herein contained shall be construed as being against
one Party on the ground that such Party is the sole author of this Agreement or any
part thereof.
~
II Obligation to Act in Good Faith, etc

hThe Parties shall act reasonably and in accordance with the principles of good faith
and fair dealing in the performance of this Agreement. Unless expressly provided
motherwise in this Agreement, (i) where the' Agreement requires the consent,
approval, or similar action by a Party, such consent or approval shall not be
~ unreasonably withheld or delayed, and (ii) wherever the Agreement vests a Party
with the right to determine, require, specify or initiate similar action with respect to a
~ matter, such determination, requirement, specification or similar action shall be
BAA4 reasonable.
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 ARTICLE 1

DEFINITIONS

For the purposes of this Agreement,' the following words and terms shall have the
meanings as hereinafter specified (other words and abbreviations that have well known
technical or trade meanings are used in this Agreement in accordance with such
recognized meanings):

1.1 Acceptance Tests

Acceptance Tests means, with respect to each Unit, each of the performance
tests described in the "EPC Contracts" to demonstrate the achievement of
Commissioning Completion of such Unit.

1.2 Affiliate

With respect to any Party hereto, any entity that is a direct or indirect parent or
subsidiary of such Party or that directly or indirectly (i) owns or controls such
Party, (ii) is owned or controlled by such Party, or (iii) is under the common
ownership or control with such Party; for purposes of this definition, "control" shall
mean the power to direct the management or policies of such entity, whether
through the ownership of voting securities, by contract or otherwise. For
purposes of this Agreement, the Owner and the Operator shall .not be deemed to
be Affiliates of each other. .

1.3 Annual Operating Plan

The annual operating plan prepared by the Operator in consultation with the
Owner, shall be based on the manufacturer's recommendations in terms of
preventive maintenance schedules, setting forth, among other things, anticipated
maintenance and overhaul schedules, staffing, staffing plans, schedules of
services to be provided by Operator, plant performance data regarding
environmental performance, projected fuel, spare parts, water, chemicals and
consumables usage and the target average annual Station Heat Rate, target
Availability and target auxiliary consumption for the Facility.

1.4 Annual Report

Annual Report means the annual report upon performance prepared by the
Operator.

1.5 Auxiliary Power Consumption

Auxiliary Power Consumption means the Energy consumed in the auxiliaries of

the Facility (as defined in the EPC Contracts).

1.6 Bankruptcy

(a _ the passing of a resolution by the directors / shareholders of t~pw~ or the

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.ct
<'/IWnEl'; .
V- . (;') -~~\.\ ~""W.O
)t:*,~·BAR:%1\I.perator for the voluntary winding up of the Owner or the oper~;;f""~Jr 1~,e-%~eIY ;
H~OERIN'O
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(b) the admission in writing by the Owner or the Operator, respectively, of its inability
generally to pay its admitted debts as and when they fall due for payment and
such admitted debt exceeds the assets of the Owner or the Operator; or

(c) the appointment of a provisional receiver, trustee or liquidator in a winding up

provided a stay order is not obtained within 60 days of notice of such admittance
of the petition proceeding after notice to the Owner or the Operator, as
appropriate, and due hearing by a court of Competent jurisdiction; or

(d) the passing of an order by a court of competent jurisdiction, admitting a petition

for winding up or passing of an order of winding up of the Owner or the Operator,
respectively; or

(e) the Owner or the Operator respectively calling for a meeting of all its creditors, or,

(f) the Owner or the Operator being declared as a sick industrial owner, within the·
meaning of the Sick Industrial Companies (Special Provisions) Act 1985.

1.7 Battery Limits

As annexed herein Annexure 2.

1.8 Coal

Coal means coal satisfying the specifications set forth in Annexure 4.

1.9 Commercial Operation Date

With respect to each Unit, the date upon which it has successfully completed its
Acceptance Tests and is available to commence operation on a continuous, full-
time, commercial basis as declared by the Owner.

1.10 Competent Authority

Means any local or national or supra-national agency, authority, department,

inspectorate, ministry, official, court, tribunal, or public or statutory person
(whether autonomous or not) of the Republic of India (including but not limited to
any Government Agency) which has jurisdiction over the Parties to, or the subject
matter of, this Agreement or any of the other Project Agreements, and this
definition includes, for the avoidance of doubt, any authority that may affect the
Owner's or the Operator's ability to cost or perform any of its or their obligations
under the Project Agreements or any authority that gives consents or permits.

1.11 Confidential Information

As defined in this Agreement.

5
 1.12 Contamination

The presence of Hazardous Substances at the Facility or arising from the Facility
that may require clean-up, removal, response or remedial measures under any
Law for the time being in force.

1.13 Construction Contractor

Construction Contractor means all contractors of the Owner in relation to the

Project (including without limitation the EPC Contractor), and their respective
subcontractors, all in their respective capacities as such and the successors and
permitted assigns of any of the foregoing.

1.14 Contract Year

Contract Year means the period from 1st June 2012 till the next 365 days (both
days inclusive).

1.15 Directive

Directive means any present or future law, regUlation, decree, directive,

requirement, instruction, or rule of any Competent Authority, or the conditions of
or attaching to any duly issued Permit, binding on the Owner or the Operator and
includes any modification, extension or replacement thereof then in force and
further includes any GUidelines.

1.16 Day

The 24-hour period beginning and ending at 12:00 midnight 1ST.

1.17 Deemed Availability I Deemed Generation

If any of the Unit(s) is under shut down or under Part Load operation due to any
reason(s) attributable to:

• The Owner
• The Utility I Grid I Dispatch Instructions / Instructions or directives issued
by any competent authority.
• Force Majeure.
• Insurance Repairs under MBD or Fire & Allied Perils Policy.
• Warranty Repairs or Repairs under Latent defects/ Design Deficiency.

Then the Unit (s) so affected shall be deemed to have run during the affected
hours at its Rated Capacity. The corresponding period shall qualify for
Deemed Availability and the corresponding units of electricity not generated
shall qualify for Deemed Generation.

-1~..;~ Effective Date

'fZ\~
i~j,ective Date means the date of this Agreement. G\ .
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 1.19 Emergency Event

Emergency Event means a sudden and unexpected event or circumstance which

has caused or reasonably threatens to cause (a) serious bodily injury to any
personnel employed at the Site or any other persons at or in the vicinity of the
Site; (b) serious physical damage to the Facility, including the Site or other
material or property located at or in the vicinity of the Site; (c) a work stoppage or
other serious labour disturbance at the Site; (d) a shutdown or other serious
interruption in or interference with the operation or functioning of the electrical
distribution facilities relevant to or otherwise affecting the Facility; (e) imposition of
fines or other penalties or sanctions under any Directive, (except those penalties
levied by Owner as per the agreements of this Contract with O&M Operator)
which fines, penalties or sanctions would be likely to affect seriously the ability of
Owner or the Operator to perform any of its or their obligations; or (f) an
occurrence of any accident materially impacting on the environment.

1.20 Environmental Laws

All applicable codes, laws, rules and regulations relating to actual or potential
effect of the activities owing to the Facility on the environment, disposal/ discharge
of chemicals, gases or other substances or materials into the environment or the
presence of such materials, chemicals, gases or other substances in and around
the Facility.

1.21 Extraordinary Expense

Any expense or expenditure, incurred by Operator in the performance of the Work

and not covered in a budget that has been approved in advance by Owner,
including but not limited to, (i) provision of additional maintenance services
requested by Owner not covered by this Agreement, (ii) the direct cost of
subcontract labor, materials or maintenance services needed to perform the
services under (i) above, (ii) fuel, (iii) expenses incurred under Change of Law
(iv) expenses towards technical up-gradation as advised by OEMs/Owner.

1.22 Facility

2x150 MW coal based Thermal Power Project with CFBC boilers and condensing
cum extraction turbines together with associated facilities and Auxiliaries, located
at Swaminattam Village, Ottapidanum Taluk, Tuticorin Dist, Tamilnadu.

1.23 Force Majeure

As defined in Article -5.

1.24 Hazardous Substance

Subject to change in law "Hazardous Substance" or "pollutant or contaminant" as

defined in any Environmental law as applicable on the date of execution of this
Agreement, including but not limited to materials defined as a "Hazardous
Substance", "hazardous waste" in any law for the time being in force or any other

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/ .... , polluta.nt or SUbs.t~nce yvhi~h fl.1ay require remedial measures 0 4~qPJ.d~be a
'i"~'~'\3!lfl"l.).,~~tenlial cause for incurring liability or damages. I~~'
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 1.25 Insurance Repairs:

Repairs carried out under Machinery Breakdown (as defined herein) under the
Machinery Breakdown Insurance Policy or otherwise shall be termed as Insurance
Repairs.

1.26 Manufacturers' Manuals

Manufacturers Manuals means manufacturers' instruction manuals and operating

and maintenance procedures to be delivered or delivered by the EPC Operator
under the EPC Contracts.

1.27 Machinery Breakdown (MBD)/Insurance Repairs under Machinery

Breakdown:

Machinery Breakdown shall mean and inelude breakdown of Boilers, Electrostatic

Precipitators, ID fans, FD fans, PA Fans, Turbines, Generators, condensers,
Boiler Feed pumps, Circulating Water pumps, Condensate Extraction pumps,
ACC Fans and Motors, HP & LP Heaters, CHP Crushers & Structures, Chimneys,
WagonlTruck Tipplers, Stacker-Reelaimers, Generator transformers, Station
transformers etc. Insurance Repairs under Machinery Breakdown shall mean and
inelude repairs of any or all of the above parts

1.28 Mobilization Period

Mobilization Period means the period during which the Operator mobilizes the
manpower and the materials required to carry out the tasks as mentioned under
Operator's obligations. The mobilization would be carried out gradually in phases
to meet the project commissioning schedule as indicated by the Owner.

1.29 Month

A calendar Month according to the Gregorian calendar beginning at 12:00

midnight on the last Day of the preceding month and ending at 12:00 midnight on
the last Day of that Month.

1.30 Monthly Report

Monthly Report means the report upon operation and maintenance prepared by
the Operator each Month.

1.31 O&M Procedures

O&M Procedures means operating and maintenance procedures for the Facility,
to be prepared by the Operator and two copies of which shall be delivered to the
Owner and' shall include any management and administrative policies and
operating and maintenance procedures required in the Agreement to be
developed, together with the documents and schedules described in O&M
Manuals, which shall be developed qnd mutiJ8l1y agreed upon py the Owner qnd
the Operator. (As such manuals may be amended, modified or replaced from time
to time by the Operator with the prior written approval of th~Q.wner, which

-
" ·::il/iF•., . approval shall not be unreasonably withheld save Where~tI1~8ndment,
f;;[,,"W~

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 1.32 Operations Report

The Report prepared (hard & soft copy) by the Operator on daily, weekly and
monthly basis to be submitted to the Owner, which shall include

(i) the overall performance of the Facility compared to the Annual Operating
Plan,
(ii) Daily production and production history of the Facility ,
(iii) equipment maintenance history,
(iv) preventive / planned maintenance schedules,
(v) Extraordinary Expenses incurred in the year-to-date and for the preceding
Month,
(vi) the Operator's Invoice,
(vii) an accident / incident report,
(viii) Facility safety status,
(ix) a labour status report,
(x) equipment operational status,
(xi) a major maintenance summary for the preceding Month and values,
(xii) Facility technical performance,
(xiii) any other known condition which may adversely affect the technical and
financial performance of the Facility as requested by the Owner. The
report shall include supporting documentation and graphs.

1.33 Plant Manager

The Operator's representative, who has the necessary qualifications, experience

and supervisory skills to discharge the Operator's obligations under this
Agreement.

1.34 Prudent Utility Practice

The practices, methods and acts which, in the exercise of reasonable judgment in
the light of the facts known to the Operator at the time that a decision was made;
could reasonably have been expected to accomplish the desired result at a
reasonable cost, consistent with licensing and regulatory considerations,
environmental consideration, reliability, safety, to the exclusion of all others, but
rather to be a spectrum of possible practices, method or employed by the
Companies and the Operators of facilities similar in size and operational
characteristics to the Facility.

1.35 Rupee

The lawful currency of India

1.36 Site

The real property located at Ind-Bharat Thermal Power Limited, Swaminattam

Village, Ottapidanum Taluk, Tuticorin Dist, Tamil Nadu where the Facility shall be
_..~ located.

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1.37 Station Plant Load Factor

The Annual Station Plant Load Factor (PLF) at generator terminals (including
Deemed Generation) shall be worked out as below:-

PLF = Actual Generation + Deemed Generation

(Rated Capacity x Period Hours)

Where Deemed Generation shall be as defined herein.

1.38 Take over Date

The date on which the Operator takes over the Facility as per the terms of this
Agreement.

1.39 The Operator's Invoice(s)

A written document(s) provided by the Operator to the Owner requesting payment

of the Operator's Fixed O&M Fees and the reimbursement payments as defined
herein.

1.40 The Owner's Representative

The individual(s) designated by and conferred with the responsibility and authority
by the Owner, and whose name(s) have been duly nolifiMto the Operator.

10
 ARTICLE 2

WORK SCOPE

(Refer - Responsibility Matrix - Annexure 1 & Battery Limits - Annexure-2)

2.0 The Operator shall provide all information regarding the day-to-day operation and
maintenance for the Facility as set forth herein, except for the responsibilities of
the Owner as set forth in Article 3 hereof. The Operator shall perform the Work in
all material respects in a prudent and efficient manner and in accordance with

(i) Manufacturers' and systems designers' specifications, the Annual Operating'

Plan for the Facility and all operation and maintenance manuals.
(ii) Applicable laws and rules in India having statutory force regarding labour
laws under the Electricity Act, Factories Act, payment of Wages Act, ESI Act,
Minimum Wages Act, Bonus Act, Contract Labour (R&A) Act, Employees PF
Act and such other Labour enactments that are in force on the date of
signing of this Agreement.
(iii) Prudent Utility Practice.

2.1. Pre- Operational Phase: During the Pre Operational Phase, the Operator
shall perform the following obligations:

2.1.1. Prepare detailed Mobilization Plan in consultation with the Owner as per the
mutually agreed mobilization schedule and matching with the commissioning
schedule.

2.1.2. Provide the services and personnel set forth in the Mobilization Plan.

2.1.3. Operator shall recruit qualified and experienced operation and maintenance staff,
who are. competent to operate and maintain the plant as per the Prudent Utility
Practice. Operator shall take approval from the Owner for appointment of key
personnel.

2.1.4. Prepare in consultation with the Owner, the detailed initial Annual Operating Plan
for Operational Phase.

2.1.5. Develop and implement plans and procedures including those for fire fighting,
maintenance planning, procuring and inventory control of stores and spares, plant
safety and security; and such other facilities and systems as may be necessary to
commence the Operator's ongoing responsibilities under this Agreement.

2.1.6. The Operator shall closely follow up the commissioning activities, progress and
advice Owner. wherever deficiencies are found or slippages are noticed.

2.1.7. The Operator shall also develop and maintain training programs in consultation
with the Owner to train qualified local persons for positions requiring specialized
skilled labour.

2,1,S;i/c,:J'rovide trained personnel to assist the EPC Operator to conduct~er the

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.,~~~ (mervision and direct control of EPC Contractor, start-up and perf'T&'amll~)te ting
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 2.1.9. The Operator shall prepare defect list / punch list as observed and prepared
during commissioning, for submitting to Owner/Owner's contractors so as to get
them rectified or attended to satisfactorily in association with Owner's staff.

2.1.10. Assist the Owner in monitoring Performance Guarantee Testing of the Facility.
Review final test reports and assist in preparation of punch list items for correction
before takeover of the Facility by the Owner.

2.1.11. The Operator shall review all the drawings and other documents provided by the
Owner relating to O&M of the Facility and give written comments on modification if
required.

2.1.12. The Operator shall prepare, maintain and update Facility specific Operation and
Maintenance procedures and reports.

2.1.13. The Operator shall establish Health-Safety-Emergency-Environment manual of

the Facility.

2.1.14. The Operator shall oversee and be a witness to all individual equipment tests,
trials, and commissioning, reliability and performance tests and prepare detailed
punch list for submission to Owner's contractors.

2.1.15. Designate the Plant Manager for Operational Phase.

2.2 Operational Phase

During the Operational Phase the Operator shall be responsible for the operation
and maintenance of the Facility and shall perform all necessary services including
applicable services listed in the Operational Phase on a twenty-four (24) hrs per
day, seven (7) days per week basis.

2.2.1 Provide all operations and maintenance services necessary or advisable to

operate and maintain the Facility, including all associated mechanical, electrical,
C&I in good operating condition.

2.2.2 The Operator shall ensure safe and secure Operation and Maintenance of the
equipment/system consistent with Prudent Utility Practice and objective to achieve
guarantees in every operating year.

2.2.3 The Operator shall establish policies, procedures, plans that will allow the
Operation and Maintenance of the equipment/system to be perform€ld in
accordance with provisions of O&M Agreement consistent with Prudent Utility
Practices in such a manner so as to maximize Owner's economic interest and
including but not limited to minimizing Operation and Maintenance expenses,
minimizing actual heat rate, auxiliary power consumption and maximizing the
availability of plant load factor.

2.2.4 Prepare and submit to the Owner O&M Procedures, Annual Operating Plans, and
Annual Maintenance Plans and implement procedures for predjQtive and
)~~~eARA.i;'1revent~ative
maintenance. G\ .\ I" (I,. vi""'" IN!);~~
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2.2.5 Maintain at the Facility accurate and up-to-date operating logs, records and
Monthly reports regarding the operation and maintenance of the facility. The
monthly reports shall set out in details of operating data, repairs performed and
status of equipment, and such records shall be maintained for a minimum period
of sixty (60) Months after the creation of such record or data and for any additional
length of time required by regulatory agencies with jurisdiction over the Parties
herein. Upon expiration of such sixty (60) Month period, neither Party shall
dispose off or destroy any such records without in the first instance, issuing a
thirty (30) Days prior notice to the other Party, and the Party receiving such notice
may request such records to be delivered to it by giving the notifying Party a
notice of seven (7) Days prior to the expiration of the said thirty (30) Day period.

2.2.6 Perform the periodic overhauls such as boiler overhaul once in a year, or
preventive maintenance required for the Facility in accordance with the
recommendations of manufacturers as stipulated in the O&M Manuals and also
attend to unscheduled maintenance (except maintenance which falls under
Machinery Breakdown and repairs under Fire and allied Perils policy) in the
Facility as may be necessary during the tenure of the Agreement.

2.2.7 Maintain regular update and implementation eqUipment repair and preventive
maintenance programs that meet the specifications of the equipment
manufacturers and as may be recommended by the manufacturElrs.

2.2.8 Provide technical engineering support for solving operation and maintenance
problems. .

2.2.9 Operate the Facility so as to achieve the Rated Capacity of various equipments by
taking all reasonable corrective actions in consistent with the Technical Limits as
detailed in the technical manuals of respective equipment manufacturers.

2.2.10 Notify the Owner within twenty-four (24) hours of discovery of any unusual
adverse operating condition or characteristic which cannot be immediately
corrected.

2.2.11 Notify the Owner upon obtaining knowledge of any potential warranty claim which
may be lodged against any Construction Cqntractor under the EPC Contracts or
against any other manufacturer, supplier or vendor prOViding services, materials
or equipment for the Facility, prepare information as requested by the Owner
related to Facility operations and costs reqUired by the Owner to lodge such
warranty claims and assist the Owner in lodging and prosecuting such claims;

2.2.12 Notify the Owner promptly upon obtaining knowledge of any event or casualty
which may be claimed under an insurance policy of the Owner or the Operator
maintained pursuant to the O&M Agreement, prepare information as requested or
directed by the Owner related to Facility operations and costs required by the
Owner to submit insurance claims, and assist the Owner in submitting and
pursuing such claims.

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13
2.2.13 Assist on a day-to-day basis the functions required of the Owner in performing
functions in accordance with the Fuel Management Plan, for unloading, handling,
storage of Coal and manage Coal transportation from Stacker Reclaimer to the
boiler of each Unit and manage and be responsible for Coal stocks and the Coal
stockpile.

2.2.14 Operation like unloading of the Tipper Trucks is under the scope of Operator.
Also, Preventive maintenance and regular checking of truck tippler shall be carried
out by the Operator.

2.2.15 Assist in administering and performing on a day-to-day basis the functions

required of the Owner for the ordering, scheduling of deliveries, delivery,
unloading, handling, storage and loading of Secondary Fuel and manage
Secondary Fuel inventory at the Site, as required to operate the Facility.

2.2.16 Operate and maintain .of fire protection and safety equipments at the Facility.
Refilling of the necessary consumables for fire protection system is under the
scope of the Operator. However, the spares required for fire protection and
detection system shall be provided by the Owner. The Owner shall maintain one
month's inventory for the ,same so as to ensure trouble free operation for the
Facility.

2.2.17 Recommend modifications, capital repairs, replacements and improvements in the

Facility either as a consequence of change in law or otherwise and, at the
Owner's written direction and expense, implement the same as an Extraordinary
Expense, if not otherwise permitted under the Agreement.

2.2.18 Assist the Owner in maintaining accounting records regarding the Facility in
accordance with the generally acceptable accounting principles under the Laws of
India.

2.2.19 Co-operate in furnishing information relating tb Operation and Maintenance of the

Facility (except information which is proprietary in nature), to authorized
representatives of the Owner.

2.2.20 Operate and maintain the Facility metering equipment and perform or cause to be
performed inspections, calibrations (including calibration of electrical, C&I
metering equipment and devices), metering <1nd te$ts.

2.2.21 Secure, comply with and renew all governmental permits, licenses and approvals
required to be held by the Operator .in order to perform its Work.

2.2.22 Subject to change in law, provide necessary maintenance of facilities for

securing, renewal of, and complying with all governmental licenses, permits and
approvals necessary for operation and maintenance of the Facility

2.2.23 Undertake proper and regular hou$ekeeping ,of the Facility within the Battery
Limits.

2.2.24._~Maintain and upkeep the Facility's lighting within the Battery

>}~~£BNIA~~~.e
.
ssories shall be provided by the Owner)
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2.2.25 The Operator shall assess the spares requirement in advance and indent the
required spares within the planned indicative budgetary provision, so that Owner
can procure them in time.

2.2.26 Monitor, in accordance with the procedures established jointly by both Parties the
quality and quantity of water.

2.2.27 Provide and maintain insurance policies in accordance with Article 10.1 hereof.

2.2.28 Allow inspections of the Facility by Competent Authorities.

2.2.29 Establish and maintain good relations with personnel of the local community.

2.2.30 Provide maintenance of DCS, PLC, UPS, Woodward Electronic Governors and
Plant Automation.

2.2.31 Operator shall undertake the final coal feed sampling and analysis part for Total
Moisture & Proximate analysis on a daily basis. Ultimate analysis shall be done at
an interval mutually decided by the Owner and Operator which shall be conducted
by an external laboratory.

2.2.32 Operator shall carry out of the Calibration & Certification of Mechanical, Electrical
and Instrumentation Laboratory equipment by external agencies in addition to
maintenance of the same.

2.2.33 Annual testing of lifting fools and tackles, pressure vessels shall be carried out by
the Operator.

2.2.34 Provide Transformer oil testing for requisite parameters once in a year through an
external agency.

2.2.35 Onsite balancing of non-critical equipments shall be under the scope of Operator.

2.2.36 Operator shall undertake the online leak sealing jobs, belt vulcanizing jobs, boiler
refractory & insulation maintenance jobs as per the requirement. Spare
parts/materials for the same shall be arranged by the Owner.

2.2.37 Operator shall carry out the condition monitoring ofequipments by measuring and
recording vibration and noise levels on periodic basis to analyze and trouble shoot
problems and carry out corrective measures.

2.2.38 Operator shall operate and maintain Chemical, Electrical, C&I laboratories in good
condition along the test instruments and tools.

2.2.39 Operator shall collect water/steam samples from water system and boilers and
conduct periodic analysis. '

2.2.40 Operator shall submit monthly inventory status of spare parts, chemicals and
/.consumables.

1[ij'~\O;~~;~;\ ~ Cl\ . "-\~"

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2.2.41 O&M of Switchyard and transmission line up to first transmission tower within the
Facility battery limits shall be under the Operator's scope (except those under the
scope of State Transco).

2.2.42 O&M activities of coal handling from coal unloading from Tipper Truck till Coal
Storage Bunkers. Operator shall monitor quality and quantity of Coal within the
battery limit to ensure compliance with the specifications and report to the Owner.
The proximate analysis of the coal shall be done by the Operator at the bunker
outlet on a daily basis.

2.2.43 Operator shall assist Owner in conducting environmental and pollution tests and
submit report in prescribed formats.

2.2.44 Operator shall prepare annual O&M budget before beginning of every financial
year and submit to the Owner for review and approval. Operator shall put best
endeavor to operate and maintain the plant within the approved budget.

2.2.45 Operator shall establish and implement fool-proof PTW system for maintenance
and ensure safety.

2.2.46 Operator shall provide office stationery, postage, telephone, telefax, internet
charges on actual basis. However, Owner ,shall provide telephone lines and
internet connection. Operator shall provide to their personnel protective
equipments. .

2.2.47 Operation and maintenance of Ash handling system includes the pumping of the
reclaimed water from Ash pond in addition to the maintenance of pipelines and
pumping system. Supervision of loading of ash from ash silos into trucks/ash
bulkers (provided by the Owner) shall be in Operator's scope. Material/spare parts
required for the same shall be supplied by the Owner.

2.2.48 Minor modification for structural, civil, FRP, cabling shall be carried out by the
Operator, however the cost of the same shall be to the account of the Owner.

2.2.49 Supply of consumables like Oxygen and Acetylene Cylinders is under the scope
of Operator. The cost for the same shall be reimbursed by the Owner.

2.2.50 Maintenance of Public address system inside power plant, Pest control activities
in the Power Plant area are under Operator's scope.

2.2.51 Annual overhauling of boilers is under the responsibility of the Operator.

2.2.52 Operation and maintenance of startup DG sets which includes every day start up I
trial run for these sets and day-to-day maintenance. Fuel is under the scope of
Owner.

V
16
2.3 Right to perform upon the Operator's Default

If at any time, upon service of written notice to the Operator by the Owner, the
Operator fails to perform any material obligation as set out herein and such failure
is likely to cause injury to any person or damage to the Facility, the Owner may,
exercise such option to perform any such obligation not performed by the
Operator.

17
 ARTICLE 3

RESPONSIBILITIES AND RIGHTS OF THE OWNER

(Refer - Responsibility Matrix - Annexure 1 & Battery Limits - Atltlexure-2)

3.1 The Owner's Responsibilities

The Owner shall be responsible for the following activities, each to be at the
Owner's expense unless otherwise expressly provided herein.

3.1.1 Make payments to the Operator in accordance with Article 4 of this Agreement.

3.1.2 Provide free and unhindered access to designated representatives of the Operator
in the Facility who are required to perform services as envisaged in this
Agreement within the security and safety parameters as prescribed by the Owner.

3.1.3 Provide all available draWings, specifications, diagrams and other information as
available (English version) regarding the Project that are required for the operation
and maintenance of the Facility Including those furnished to the Owner by Original
Equipment Manufacturers and EPC Contractor(s).

3.1.4 Secure, comply and maintain all governmental licenses, permits,' statutory
clearances and approvals necessary for operation and maintenance of the Facility
and bear all expenses related thereto.

3.1.5 Provide communication lines and other existing support facilities to the Operator
as available.

3.1.6 Designate the Owner's Representative and provide Operator with policy directives
from time to time.

3.1.7 Procure and provide without any delay, specifications conforming Primary and
secondary fuels, turbine lube oils, including the 1st fills. Provide sufficient quantity
of raw water on continuous basis to the Facility.

3.1.8 Procure & Provide all major Testing, Measuring & Calibration equipments for
Mechanical, Electrical, Instrumentation and Chemical Laboratory equipment to the
Operator for carrying out the O&M activities. However maintenance of the same
during the contract period is the responsibility of the Operator.

3.1.9 ProvIde all special tools and tackles supplied by Original Equipment Manufacturer
which the Operator shall return on the termination of this Agreement in the same
good order and condition subject to normal wear and tear.

3.1.10 Rewinding of LT & HT Motors, Transformers, Capital overhauling ()fTurbines, DG

set major repairs and Overhauls are under the scope of Owner.
~.

~,.~A~.. Provide for major/minor repairs of capital nature for all roads, wal~waYcs civil/
'.f:F\
. . . 5'(',..".>. . <:·J)l.. echanical/ electrical structure and buildings including chimney e IN~
" '#1\\4.\> ~ - 07\~
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3.1.12 Provide for Boiler & Machinery Breakdown Insurance, Fire & allied perils
insurance and deductibles & depreciation thereon in accordance with Article 10. 2
here in;

3.1.13 Arrange the repair / replacement of the Plant or equipment of the Plant which are
damaged either under Machinery Breakdown or on account of Fire and/or Natural
Calamities.

3.1.14 Provide general security within the premises in the Facility. However, within the
ballelY limit of Facility it will be Operator's responsibility to ensure custody and
care of equipment / spares/ consumables. .

3.1.15 Provide Landscaping / horticulture of the Facility.

3.1.16 Provision of any expenses, capital or operational, and / or any effects due to
Change of Law shall be to the account of the Owner.

3.1.17 Provide for review in a timely fashion and not unreasonably withhold its approval
of all items submitted by Operator to Owner for its approval.

3.1 :18 Provide the following facilities

Provide Workshop facilities to the Operator

Provide for ultimate analysis of coal as per the requirement

Extend Canteen facilities of the main plant to the Operator at cost.

Provide communication facilities like P&T, Fax, Internet etc.

Provide office space, electrical fillings and fixtures, cabins and cubicles,
change room, storage space for spares, tools & tackles.

Provide dispensary facility to the employees of Operator as available at

plant at cost.

19
 ARTICLE 4

CHARGES FOR SERVICES & GUARANTEES OFFERED

4.1 O&M Fees

4.1.1 Intentionally left Blank

4.1.2 Pre Operating Period Fee 1 Operating Period Fee

Assumptions:

1. Pre Operating Period: 01/12/2011 to 31/03/2012 (4 Months)

2. First Milestone: The First Synchronization of 1st Unit on 31/03/2012

3. Second Milestone: The First Synchronization of 2nd Unit on 01/06/2012

4. The Fixed O&M Fee for First Unit is @ Rs. 75 Lacs / Month wef
01/04/2012

5. The Add On Fixed O&M Fees for Second Unit Rs. 25 Lacs / Month wef
01/06/2012

6. The above mentioned milestones may vary as per the actual progress at
site and in such a case both Parties shall mutually discuss and agree.

Man Power Deployment Schedule with Monthly Fixed O&M Fees

No. Dellcriplion Dec.11 Jan.12 Feb.12 Mar.12 Apr.12 Mav.12 Jun.12

NOll Nos Nos Nos Nos Nos Nos
WIN Manpower
Deployed during
1 the month 3 8 12 13 15 0 20
WIN Cumulative
2 Manpower 3 11 23 36 51 51 71
Sub Contractor
Manpower
Deployed during
3 the month 9 15 16 42 61 0 59
Sub Cant
Cumulative
4 Manpower' 9 24 40 82 143 143 202
Total Man Power
5 Deploved 12 35 63 118 194 194 273
Total O&M Fees
Payable (INR
6 Lacs) Zero , 24 33 39 75 75 100
~

~1l.B~l; 1. Contract Period of 5 Years shall start from 1st of June 2012
~ 1',_
ti' l i J ' ";Y ~ 2, The Fixed O&M Fees for Subsequent ~peratmg Years Shall be e ' E ~Y;,
' (),~>\
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,N
t·~.> ~ @of7%perann m ncumulativebasls('),. ~~.
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 Further, In the event of substantial gap between the commissioning of the 1st
Unit and the 2nd Unit, the Owner shall pay the O&M Operator the Monthly
Fixed O&M Fee as under:

Operating Monthly Fixed O&M Fee (INR Lacs) for First Unit
Year operation payable after the 3 month Pre-
operatinQ Period
1 75

Operating Add-on Monthly Fixed O&M Fee (INR Lacs) for

Year Second Unit operation
1 25

Any Taxes and duties on the above Fee is excluded and shall be payable by
the Owner additionally. Any taxes as applicable from time to time due to
Change of Law shall be to the account of the Owner.

For subsequent Years the Fixed O&M Fee shall be escalated by 7% per Year
on cumulative basis on the above mentioned price.

4.1.3 Intentionally left blank

4.1.4 Spares parts

The Operator shall prepare the Indent for spares, get the quotes from Suppliers
and give to the Owner for Procurement. The Payment Shall be made directly
by the Owner to the Suppliers.

4.2 Payment terms

Invoice for the Monthly Fixed Operations & Maintenance Fee for each calendar
month shall be raised on the last day of the same month and the said Fee shall
be payable by the Owner to the Operator, subject to deduction of TDS, within
10 days of receipt of Invoice from the Operator. Thereafter, interest @ 2% over
and above base lending rate of State Bank of India shall be payable by the
Owner to the Operator.

4.3 De-Mobilization Fee:

In case the O&M Agreement gets terminated for reasons not attributable to the
Operator, the Owner shall serve 90 days Notice Period to the Operator for De-
Mobilisation of the Site. In the event that the Owner does not serve the Notice
Period of 90 days, the Owner shall pay the Operator a De-Mobilization Fee
equivalent to Fixed 0 & M Fee of three months for the respective Operating
Year.

21
 4.4 Guarantees, Bonus & Liquidated Damages

All the Performance Guarantees shall be applicable one month from the
successful completion of P.G. Test of Second Unit.

All calculations shall be done on annual Operating Year basis for the purpose
of settlement of bonus I liquidated damage.

4.4.1 Station Plant Load Factor Guarantee

The O&M Operator shall guarantee to the Owner that Annual Station Plant
Load Factor (PLF) at generator terminals (including Deemed Generation) shall
be Eighty five (85%) percent in Any Operating Year.

The computation of PLF shall be as shown below:-

PLF = Actual Generation + Deemed Generation
(Rated Capacity x Period Hours)
Where;
Deemed Generation:
If any of the Unit(s) is under shut down or under Part Load due to any
reason(s) attributable to:
• The Owner
• The Utility I Grid I Dispatch Instructions I Instructions or directives issued
any competent authority.
• Force Majeure.
• Insurance Repairs under MBD or Fire & Allied Perils Policy.
• Warranty Repairs or Repairs under Latent defectsl Design Deficiency.

Then the Unit (s) so affected shall be deemed to have run during the affected
hours at its Rated Capacity.

Rated Capacity which is the generating capacity of the Plant in MW and shall
be 150 MW each for Unit 1 and 2 or as the demonstrated during the rated
output test by the EPC Contractor I Equipments supplier.

Period hours I.e. 8760 for normal year and 8784 for leap year
PLF Liquidated Damages
If PLF (Station) is less than the guaranteed value (including Deemed
Generation), the O&M Operator shall pay liquidated damage on annual basis
as shown below;

For every 1% reduction in PLF below the guaranteed value, ~l the

./_~...~ applicable Annual fee shall be deducted as LD, f~actions on pro-ratw,*~~

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Total LD cap for PLF shall be 10% of the Fixed O&M Fees ~r_a,t(for'1h~e.3~\,
eSP~ive Operating Year.
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 PLF Bonus
If PLF (Station) is higher than the guaranteed value (excluding Deemed
Generation), the O&M Operator shall get the bonus on annual basis' as shown
below;

For every 1% increase in PLF above the guaranteed value, 1% of the

applicable Fixed O&M Fees shall be additionally paid as Bonus, fractions on
pro-rata basis.

Total Bonus cap for PLF shall be 10% of the Fixed O&M Fees Paid for the
respective Operating Year.

4.4.2 Annual Station Heat Rate Guarantee (ASHR)

The O&M Operator shall guarantee to the Owner that Annual Station Heat Rate
shall not exceed the higher of the figures as mentioned in the EPC contract or
as demonstrated by EPC contractor during the P.G. Test with an additional
tolerance of 2 % and with an ageing allowance of 1 % per year (Cumulative
basis). Due correction shall be made as per the Correction Curve provided by
the EPC Contractor / International Norms. The procedure for demonstrating the
Annual Station Heat Rate shall be the same as followed during the P.G. Test
(with online meters). The Frequency of carrying out the Test shall be once in 6
months (Once Immediately after Boiler Overhaul & second time six months
later).The Results of any Particular test shall be applicable for the previous six
months data. The weighted average of two tests shall be taken for calculating
LDs & Bonuses.

For the ASHR Test, the Ultimate Analysis of the Coal shall be done by an
External Agency as mutually agreed between both the Parties.

Annual Station Heat Rate shall be guaranteed based on Gross Caloric Value
for Coal - Air Dried Basis (GCV-ADB). For calculating ASHR, the actual GCV-
ADB of coal received at the plant shall be considered. The sampling and GCV-
ADB analysis for all incoming coal shall be carried out by O&M Operator (which
can be witnessed by Owner's representative) as per applicable ASTM
standards and the ASHR calculation carried out by Owner and Operator jointly
on the basis actual GCV-ADB received shall be final and binding on both
Parties for Bonus and LD.

This guarantee is subject to following conditions:

1) The quality of Coal shall be as per the agreement reached with EPC
Contractor & O&M Operator. Owner and Operator shall mutually arrive at
ASHR considering incoming quality of coal.

23
 ASHR Liquidated Damages

For excess coal consumption due to reasons solely attributable to the 0 & M
Operator, the liquidated damages levied shall be @ Rs. 3.50 per kg of extra
fuel consumed subject to a cap of 10% of the Fixed O&M Fees paid for the
respective Operating Year

ASHR Bonus

For coal consumption less than the guaranteed corresponding value of ASHR,
table to the 0 & M Operator, the bonus paid to the O&M Operator by the
Owner shall be @ Rs. 1.25 per kg of the fuel saved subject to a cap of 10% of
the Fixed O&M Fees paid for the resp~ctive Operating Year.

4.4.3 Auxiliary Power Consumption Guarantee (APC)

The O&M Operator shall guarantee to the Owner that Auxiliary Power
Consumption shall not be higher of the figures as mentioned in the EPC
contract or as demonstrated by EPC contractor during the P.G. Test whichever
is higher with an additional tolerance of 2% on this value. Due consideration for
the actual operating conditions and the Turbine Capability Curve shall be
factored in and it shall be corrected for 100% loading. The test shall be a
repeat of the PG test. The Frequency of carrying out the Test shall be once in 3
months (Once Immediately after Boiler Overhaul & other tests at intervals of
three months).The Results of any Particular test shall be applicable for the
previous three months data. The weighted average of four tests shall be taken
for calculating LDs & Bonuses.

Auxiliary Power Consumption Liquidated Damages

If APC is higher than the guaranteed value, the O&M Operator shall pay
liquidated damage based on Rs 4.00 IKwhr for each unit of energy in default
subject to a cap of 10% of the Fixed O&M Fees Paid for the respective
Operating Year.

Auxiliary Power Consumption Bonus:

If APC is less than the guaranteed value, the O&M Operator shall be paid by
the Owner a bonus based on Rs 1.50 IKwhr for each unit of energy saved
SUbject to a cap of 10% of the Fixed O&M Fees Paid for the respective
Operating Year.

24
4.5 Maximum Aggregate Liability:

The Maximum Aggregate Liability of O&M Operator in anyone Operating /

Contract Year under this O&M Agreement including but not limited to
Performance Guarantees shall be limited t6 10% of the Fixed 0 & M Fee paid
for the relevant Operating Year.

25
 ARTICLE 5

FORCE MAJEURE

5.1 Definition

For purposes of this Agreement the term "Force Majeure" shall mean any event or
circumstance which is beyond the reasonable control of a Party to this Agreement
and which materially and adversely affects the performance of its obligation or the
enjoyment by that Party or any of its rights under or pursuant to this Agreement;
provided that such material and adverse effect has not occurred due to the fault or
negligence of the Party or any of its subcontractor's claiming an event of Force
Majeure,. Without limitation to the generality of the foregoing, Force Majeure
shall include the following events and circumstances to the extent that they satisfy
the above requirements:

Expropriation or confiscation of facilities; compliance with any order of the State or

Central Government, terrorism, sabotage and/or malicious acts causing damage
to the Facility which affect the Operator's ability to perform the Work; physical
damage to the Work or impairment of ability to perform the Work; resulting from
hurricanes, landslides, lightning, fire/smoke, flooding, windstorms, earthquakes,
abnormally adverse weather conditions and other Acts of God.

5.2 Consequences of Force Majeure

Neither Party shall be deemed in breach of this Agreement due to any failure or
delay in complying with its obligations under· or pursuant to this Agreement
(except the Owner's obligations to make payment as per Clause 4.1.2) to the
extent that such failure or delay is due to one or more events of Force Majeure or
their effects or by any combination thereof, and the periods allowed for the
performance by the Parties of such obligations shall be extended for so long as
such events or effects continue; provided however that no relief shall be granted
to the Party claiming Force Majeure to the extent that such failure or delay would
have nevertheless been experienced by the Party had such Force Majeure not
occurred (but the foregoing is without prejudice to such Party's right to claim relief
to which it is entitled under other provisions of this Agreement); and provided
further that either Party may cancel this Agreement if Force Majeure affects a
Party's performance for a continuous period more. th,m ninety days (90).(provided
that the thirty (30) days notice period may run concurrently with such ninety (90)
day period).During sU(::h 90 days, Operator would be paid the O&M fees as per
Clause 4.1.2. Based on the actual situation. at site, Ovvnermay ask the Operator
to progressively reduce the manpower strength and the operation fees could be
revised based on mutual agreement during such •limited period of 90 days.
However remobilisation expenses would be paid for remobilising the demobilised
manpower & equipment.

In the event of .a forcEl majeure the affected Party shall submit in writing to the
other Party, the occurrence of the same within two days citing reasons thereof.

J~) ·~\A~, q,,"N~\

~ v"\ t:~ ==-- 26
5.3 Required Action

Performance hereunder shall be excused as a result of a Force Majeure event

only to the extent the following have been satisfied; (a) the non-performing Party
gives the other Party, within forty-eight (48) hours of actual knowledge thereof,
written notice describing the particulars of the occurrence; (b) the scope of
suspension of performance shall not be wider than or for a duration longer than
that arising directly due to the Force Majeure (c) obligations of the Party claiming
Force Majeure that matured before the occurrence causing suspension of
performance are excused as a result of the' occurrence; (d) the non-performing
Party shall use all reasonable efforts to remedy its inability to perform, and
provide the other Party with weekly reports on the efforts being made in this
regard; and (e) when the non-performing Party is able to resume performance of
its obligations under this Agreement, that Party shall promptly give the other Party
written notice to that effect and shall promptly resume performance hereunder.

5.4 Changes Caused by Force Majeure

In case of Force Majeure affecting the Operator's performance, The Operator

shall, as part of its notice of the occurrence of the Force Majeure event, provide its
estimate of the length of delay, if any, in performance of its obligations under this
Agreement, The Operator shall substantiate the foregoing to the reasonable
satisfaction of The Owner. If it is impracticable to specify the duration of such
delay, while receiving such notice the Operator shall thereafter from time to time
issue notices to the Owner advising the Owner about the details regarding the
force majeure conditions and if possible to indicate therein the length of time that
the force majeure period is likely to continue.

In case of Force Majeure affecting the Owner's performance, the Owner shall, as
part of its notice of the occurrence of the Force Majeure event, provide its
estimate of the period of delay, if any, in the performance of its obligations under
this Agreement, the Owner shall substantiate the foregoing to the reasonable
satisfaction of The Operator. If it is impracticable to specify the period of such
delay, while issuing such notice the Owner shall provide the Operator with
periodic supplemental notices during the Force Majeure period advising it about
the duration that the Force Majeure condition are likely to contlnue..

5.5 Disputes; Burden of Proof

In case of a dispute regarding the application of the provisions of this Article,

including any dispute as to whether a ForGe Majeure event h<ls occurred or not,
the Parties shall submit the dispute for resolutlon by referring it for Arbitratlon as
a
provided for in this Agreement, and the Party claiming Force Majeure event
would be reqUired to establish the same and only thereupon the said Party would
be entitled to claim relief under this Article.

27
 ARTICLE 6

TERM AND TERMINATION

6.1 Term

This Agreement will be· effective. upon the Owner as well as the Operator
executing the same, and shall remain in force for a period of five years from 1sl
June, 2012.

6.2 Termination by the Owner

The Owner may terminate this Agreement:

6.2.1 Upon the Bankruptcy, insolvency or dissolution of the Operator;

6.2.2 Upon the expiry of ninety (90) days notice to the Operator informing the Operator
about the existence of a substantial breach and despite such notice if the
Operator has failed to remedy the breach within the notice period;

6.2.3 Upon thirty (30) days notice, if any event of Force Majeure continues for more
than ninety (90) days ; provided that such thirty (30) day notice period may run
concurrently with such ninety (90) day period.

6.3 Termination by the Operator

The Operator may terminate this Agreement;

6.3.1 Upon the Bankruptcy, insolvency or dissolution of the Owner;

6.3.2 Upon the failure by the Owner to pay within thirty (30) days of when due, all
amounts owed to the Operator and not disputed in good faith by the Owner. In
the event of a dispute on the invoice raised by the Operator, the invoice amount
less the disputed amount shall become payable within seven business days of the
invoice being raised and the balance within five business days thereafter.

6.3.3 Upon ninety (90) days notice to the Owner if there is a material failure by the
Owner to perform its obligations hereunder.

6.3.4 Upon thirty (30) days notice, if any event of Force Majeure continues for more
than ninety (90) days; provided that such thirty (30) day notice period may run
concurrently with such ninety (90) day period.

28
6.4 Duties of the Operator Upon Termination

If requested by the Owner, the Operator shall continue to perform the Work or any
portion thereof directed by the Owner for up to ninety (90) additional days
following the notice of termination. In turn, the Operator will continue to be
reimbursed and compensated in accordance with the applicable provisions of this
Agreement so long as and to the extent that it continues to perform the Work,
except that, during the period when notice of termination has been served, all
performance guarantees and penalties under this Agreement shall be held in
abeyance though all other conditions of the Agreement shall continue to hold
good and the Operator shall assign to the Owner or the Operator's successor at
the Owner's request all contracts it has entered into with third parties in
performing its obligations under this Agreement.

6.5 De-Mobilization Fee:

In case the O&M Agreement gets terminated for reasons not attributable to the
Operator, the Owner shall serve 90 days Notice Period to the Operator for De-
Mobilisation of the Site. In the event that the Owner does not serve the Notice
Period of 90 days, the Owner shall pay the Operator a De-Mobilization Fee
equivalent to Fixed 0 & M Fee of three months for the respective Operating Year.
During these 90 days Notice Period, liquidated damages shall be held in
abeyance although other obligations of the Operator and Owner under this
Agreement shall continue to hold good.

29
 ARTICLE 7

INDEMNIFICATION

7.1 Indemnification by the Operator

The Operator shall, to the maximum extent permitted by any applicable law,
indemnify and hold harmless the Owner, its directors, partners, its officers,
employees, agents, affiliates and representatives from and against any and all
third party losses, costs, claims, actions, damages, liabilities, fines, penalties,'
injuries (including death) or expenses (including reasonable legal expenses)
relating to non-compliance of any Labour laws by the Operator or relating to the
willful misconduct or gross negligence of the Operator in performing or failing to
perform his obligations under this Agreement.

7.2 Indemnification by the Owner

The Owner shall, to the maximum extent permitted by any applicable law,
indemnify and hold harmless the Operator, its officers, employees, agents,
subcontractors, suppliers, affiliates, and other representatives from and against
any and all third party losses, costs, claims, actions, damages, liabilities, fines,
penalties, injuries (including death) or expenses (including reasonable legal
expenses) of any kind or nature whatsoever to or relating to the willful misconduct
or gross negligence of the Owner in performing or failing to perform Its obligations
under this Agreement.

7.3 Employees

Neither Party nor its directors, officers, employees, agents, affiliates or

representatives, nor any independent subcontractors engaged by it in connection
with the performance of this Agreement, shall be deemed an employee of the
other Party. Neither Party shall bring any claim against the other Party or its
directors, officers, affiliates, agents, representatives, employees or independent
subcontractors with respect to any liability for compensation under any applicable
Indian stature or any Governmental regulations, including, but not limited to,
workmen's compensation and / or employer's liability and/or employees claims.

7.4 Safety

The Operator shall follow the safety rules and regulations as prescribed by the
Owner to 'prevent any damage or accidents to his workmen. The Operator shall be
liable for' making payments towards monetary compensation to the injured
workmen or his dependants in accordance with law. In the. event of any injury or
death being caused to any employee of the Owner on account of the failure of the
Operator to follow any safety regulations stipulated by theOwner,the Operator
shall be liable to pay the entire claim made by such employee/his legal heirs.

7.5 Security
7.6 Misconduct

In case any employee or workman of the Operator misbehaving or commitling any

act of misconduct. the Owner's authorized representative shall advice the
Operator to replace such employee/ workman whereupon the Operator shall
promptly replace the said employee/ workman.

7.7 Net Amount

In the event that an Indemnifying Party being obliged to indemnify and hold any
Indemnified Party harmless under this Article, the amount payable to the
Indemnified Party shall not be in excess of the amount of such Indemnified
Party's actual loss /expense, net amount realized by way of insurance settlement
or realized by any other mode of recovery.

7.8 Survival of Obligation

The duty to indemnify under this Article shall survive the termination or expiry of
this Agreement but shall be subject to the law of limitations presently in force in
India.

31
 ARTICLE 8

CONTAMINATION; HAZARDOUS SUBSTANCES

8.1 Environmental Responsibilities of the Owner

8.1.1 The Owner shall be responsible for all costs associated with any clean-up, removal,
response or remediation of any and disposal of all Contaminated or waste
materials or effluents strictly in accordance with all statutory rules and regulations
and as may be prescribed by any Governmental Authority or any Lender providing
financing for the Facility except to the extent that the existence of such
Contaminationleffluent arises out of or results from the gross negligence or willful
misconduct or due to the actions of the Operator and lor the Subcontractor in the
use, occupancy of, entry or re-entry to the Facility.

8.1.2 The Owner shall, .in accordance with the procedures contained in Article 7,
indemnify and hold harmless the Operator, its officers, employees, agents,
representatives and Affiliates, from and against any and all losses, costs, claims,
actions, damages, liabilities, fines, penalties or expenses (including reasonable
legal expenses) arising out of or resulting from (a) any matter for which the Owner
is responsible pursuant to section 8.1.1, or (b) any Contamination occurring on or
outside the Facility which is attributable to any materials that arise out of, or result
from, or relate to (i) the use or occupancy of, or entry or re-entry on, the Project or
the Facility (whether before, during or after the term of this Agreement) by the
Owner's employees, agents or representatives.

8.2 Environmental Responsibilities of the Operator

8.2.1 The Operator shall be responsible for the cost associated with any cleanup,
removal, response or remediation of any and all Contamination arising out of the
normal operation of the Facility and lor which results from the negligence of or
willful misconduct of actions of the Operator in the use or occupancy of or entry or
re-entry on the Facility.

8.2.2 The Operator shall, in accordance with the procedures set out In .Article 7,
indemnify and hold harmless the Owner, its officers, employees, agents,
contractors, vendors, representatives and affiliates, from and against any and all
losses, costs, claims, actions, damages, liabilities, fines, penalties or expenses
(including reasonable legal expense) arising out of or resulting from any
Contamination caused by the actions of the Operator.

32

\.
 ARTICLE 9

WARRANTY AND LIMITATION OF LIABILITY

9.1 Warranty

The Operator warrants that it will utilize its best efforts to operate and maintain the
Facility as per the guarantees offered.

9.2 Express warranty

The express warranty set forth in this article is exclusive, and there is no other
implied warranty of merchantability, nor other warranty, express, implied, or
statutory, nor any affirmation of fact, or promise by the Operator with reference to
the operation and maintenance of the Facility or parts thereof, or otherwise, which
extends beyond the description of the equipment and services as set forth herein.
The Owner acknowledges that it is contracting solely for the operation and
maintenance services for the Facility on the basis of the commitments of the
Operator expressly set forth herein. The Operator shall not be liable, under any
circumstances, for any consequential, special, contingent, or incidental damages
arising out at, connected with or resulting from operation and maintenance or the
facility, or any part thereof, including but not limited to, liability for loss of profit or
revenue, cost of substituted facility, detention, demurrage, or claims of third
parties for causes not attributable to the Operator.

9.3 Limitation of liability

In no event shall Operator be liable for special, consequential or incidental

damages, nor for loss of anticipated profits or for loss or use of any equipment,
installation system, operation or service into which goods or parts may be put, or
with respect to which any services may be performed by the Operator regardless
of any form of action, whether under a contract, strict liability, or tort. This
limitation on the Operator's liability shall apply to any liability for default under or
in connection with the goods, parts or services delivered hereunder, whether
based on warranty, failure of, or delay in delivery or otherwise.

9.4 Maximum Liability

The maximum aggregate liability of the Operator under all performance related
liquidated damages I penalties under all clauses of this Agreement during anyone
Operating I Contract Year shall be as per Article - 4 Clause 4.5.

33
 ARTICLE 10

INSURANCE

10.1 The Operator's Coverages

The Operator shall provide or obtain and maintain in force throughout the term of
this Agreement, the following insurance coverages:

10.1.1 Employees of the Operator who are eligible for ESI shall be covered
under the ESI Act and others shall be covered under group insurance
scheme for any claim for personal injury or death of any person which
has arisen out of or resulted during the course of employment.

10.1.2 Motor vehicle, general liability and' other insurance and deductibles !
excess thereon as may be required by any applicable Indian law or in
order to enable the Operator to comply with Prudent Utility Practice.

10.2 The Owner's Coverage

Owner shall provide or obtain and maintain in force throughout the term of this
Agreement, the following insurance coverages and take the risks & associated
costs & expenses relevant insurance coverages:

10.2.1 Owner shall provide throughout the term of this Agreement, Fire and
Special! Natural Peril 'Insurance which shall cover, among other things,
fire, earthquake and flood damage and other allied perils. All deductibles,
exclusions, depreciation, under insurance and other deductions thereof
will be to the account of the Owner.

10.2.2 Machinery Breakdown Insurance for the Facility. All deductibles such
as exclusions, depreciation, excess, additional excess, under
insurance and other deductions thereof will be to the account of the
Owner.

10.3 Waiver of Subroagation.

The Owner and the Operator each shall obtain wClivers of any right of subrogation
against the Owner,the Operatqr and the Lender thClt their. insurers may hClve
under any insurance policy cover note as provided for herein.

34
 ARTICLE 11

ASSIGNMENT

11.1 Assignment by The Operator

This Agreement shall not be assigned by the Operator either to his affiliate or any
third party unless it has in the first instance secured the prior written consent of
the Owner, such consent shall not be unreasonably withheld by the Owner.

11.2 Assignment by The Owner

This Agreement shall not be assigned by the Owner either to his affiliate or any
third party unless it has in the first instance secured the prior written consent of
the Operator such consent shall not be unreasonably withheld by the Operator.
However, this Agreement can be assigned in favour of the Lenders, if they insist.

35
 ARTICLE 12

REPRESENTATIONS AND FURTHER COVENANTS

12.1 Representations

The Operator represents and warrants to the Owner as follows:

12.1.1 Organization

The Operator is Wartsila India Ltd. a Company incorporated under the Indian
Companies Act 1956 having its Registered office at 48, Neco Chambers, Sector
11, CBD, Belapur, New Mumbai - 400 614, the execution, delivery and
performance of this Agreement have been duly authorized by all necessary
corporate action and will not be in violation of any provisions of any applicable
laws, its bye-laws or charter, or any indenture, agreement instrument to which it is
a party or by which it or its property may be bound or affected. This Agreement
has been dUly executed and delivered by the Operator and constitutes a legal,
valid and binding obligation of the Operator, enforceable in accordance with its
terms, except as such enforceability may be limited by Bankruptcy, insolvency, or
similar events which may arise in future. .

12.1.2 No Violation of Law

The Operator is not in violation of any applicable law.

12.1.3 Litigation

The Operator confirms that it is not a party to any legal, administratilie, arbitral,
investigational or other proceeding or controversy which is pending, or, to the best
of the Operator's knowledge, threatened, which would adversely affect the
Operator's ability to perform under this Agreement.

12.2 Further Covenants

The Operator warrants that prior to the performance of any services hereunder,
the Operator or its designated Affiliate shall be authorized to do business in India
and shall obtain all national and regional and other governmental consents,
licenses, permits and other authorizations required to conduct its business and all
such consents, licenses, permits and other authorizations required for the
performance of the Operator's obligations hereunder.

12.3 Representations by the Owner

The Owner represents and warrants to the Operator as follows:

36
12.3.1 Organization

The Owner is Ind-Barath Thermal Power Limited a Company incorporated

under the Indian Companies Act 1956 having its Corporate Office at Plot No.
30-A, Road No.1, Film Nagar, Jubilee Hills, Hyderabad - 500096 and having
its Registered Office at 30A, Road No.1, Film Nagar, Jubilee Hills, Hyderabad -
500 096, the execution, delivery and performance of this Agreement have been
dUly authorized by all necessary corporate action and will not violate any
provisions of any applicable laws, its organizational documents, or any indenture,
agreement or instrument to which it is party or by which it or its property may be
bound or affected. This Agreement has been duly executed and delivered by the
Owner, and constitutes a legal, valid and binding obligation of the Owner,
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, or other similar laws affecting the enforcement
of creditors' rights generally.

12.3.2 No Violation of Law

The Owner is not in violation of any applicable law.

12.3.3 Litigation

The Owner is not a party to any legal, administrative, arbitral, investigational or

other proceeding or controversy pending, or, to the best of the Owner's
knowledge, threatened, that would adversely affect the Owner's ability to perform
under this Agreement.

37
 ARTICLE 13

MISCELLANEOUS

13.1 Arbitration

In the event of any dispute, difference or claim arising out or relating to the
implementation of this Agreement, the Parties hereto shall use their best efforts to
mutually settle such dispute or difference. To this effect, they shall consult and
negotiate with each other, in good faith and with an understanding of their mutual
interests, so as to arrive at a just and equitable resolution which would be
satisfactory to both Parties If they do not resolve their differences within a period
of thirty (30) Days, either Party may then by notice to the other submit the dispute
to arbitration which arbitration shall be final and binding upon the Parties.
Arbitration of any unresolved dispute or difference shall be conducted in
accordance with the provisions of this Section, and pursuant to the Rules of the
(Indian Arbitration and Conciliation Act, 1996). Within thirty (30) days after either
Party's notification to the other Party of the existence of a dispute, the Operator
and the Owner shall each nominate arbitrator). Within thirty (30) days after the
appointment of the Arbitrators,' the two Arbitrators shall appoint a Third Arbitrator,
(the "Third Arbitrator"), If either one of the Party fails to or refuses to appoint an
arbitrator within the specified time and notify the other Party of such appointment,
the arbitrator so appointed by either Party shall re the sole arbitrator for the
purposes of resolving such dispute. If three arbitrators are chosen, they shall
meet within fifteen (15) days after the appointment of the Third Arbitrator; and in
all events, the arbitrators or the sole arbitrator, as the case may be, shall resolve
all disputes between the Parties within a period as may be mutually agreed to by
the Parties. The Arbitration Tribunal shall render its decision with supporting
findings of the fact and conclusions of law. The cost of the arbitration shall be
divided equally between the Parties, except that each Party shall be responsible
for it s own legal fees and expenses incidental to the arbitration proceedings. The
arbitration shall be conducted as per the laws of India and the situs of the Arbitral
proceedings shall be at Hyderabad.

13.2 Independent Contractor

Except as otherwise provided herein the Operator shall at all times be deemed as
independent contractor and none of its employees or the employees of its
subcontractors shall be consider!3d employees of the OWner. The employees shall
be issued with appointment order by the Operator/Sub contractor by whom they
have been employed.

13.3 Severilbility

The invalidity, in whole or in part, of any of the foregoing Articles, Sections or

paragraphs of this Agreement will not affect the validity of the remainder of such
Articles, Sections or paragraphs.
13.4 Entire Agreement

This Agreement, including Exhibits and all amendments thereto contain the
complete agreement between the Owner and the Operator with respect to the
matters contained herein and supersedes all other agreements, whether written or
oral, with respect to the matters contained herein.

13.5 Amendment

No modification, amendment, or other changes will be binding on any Party unless

consented and executed in writing by both Parties.

13.6 Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India and only Courts in
Hyderabad shall have exclusive jurisdiction to the exclusion of all other courts.

13.7 Audit Rights

The Owner shall have the right, at reasonable times and upon reasonable prior
written notice to the Operator, to examine and/or make copies of any of the
Operator's books, records, accounts, ledgers, time cards or other documents
related to the Operator's performance of the Work hereunder. The Operator shall
retain all such records for a minimum of five (5) Years. The Owner shall not have
access to documents which are confidential and proprietary in nature belonging to
the Operator.

13.8 Notices

All notices required or provided for in this Agreement shall be in writing and shall
~e delivered by hand; or sent by a registered post or courier with delivery receipt
requested ; or sent by facsimile transfer and acknowiedged by recipient; as
full~: .

If to The Owner . Chairm,an

Ind-Barath Thermal Power Limited
Plot No. 30-A, Road No.1,
Film Nagar, Jubilee Hills,
Hyderabad - 500096
Tel: +91 4023607341

If to The Operator Managing Director

Wartsila India Ltd.
48, Neco ChamberS,
Sector 11, CBD, Belapur,
Navi Mumbai - 400 614
Tel: +91 2227575361

Notices shall be deemed to be received on expiry of three daYs from the date of
despatch of the. notice duly stamped and addressed to the addressee, the
address set out herein above
13.9 Waiver

Failure by either Party to exercise any of its rights under this Agreement shall not
constitute a waiver of such rights. Neither Party shall be deemed to have waived
any right resulting from any failure to perform by the other unless it has made
such waiver specifically in writing.

13.10 Captions

The captions contained in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope or intent of this
Agreement or the intent of any provision contained herein.

13.11 Counterparts

This Agreement may be executed in one or more counterparts each of which shall
be deemed an original and all of which shall be deemed one and the same
Agreement.

13.12 Confidentiality of Information

This Agreement may be executed in one or more counterparts each of which shall
be deemed an original and all of which shall be deemed one and the same
Agreement.

13.12.1 Each Party agrees, for itself and its Affiliates and their directors, officers,
employees and representatives, to keep confidential and not make any
unauthorized use of any confidential or proprietary information of the other Party
disclosed to such Party in and during the performance of this Agreement,
including documents, specifications, formulae, evaluations, methods, processes,
technical descriptions, reports and other data, records and information which are
notified or marked as Confidential hereinafter the "Confidential Information".

13.12.2 Confidential Information shall be identified in writing by the disclosing Party, or if it

is orally disclosed, the confidentiality thereof shall be confirmed in writing by the
disclosing Party immediately after such oral disclosure. In any event, no
disclosure shall be deemed to be Confidential Information if such information:

13.12.2.1 was known by the recipient prior to the disclosure thereof by the disclosing
Party;

13.12.2.2 is, or shall become, other than by an act of the recipient, generally available
to the pUblic;

13.12.2.3 if lawfully made available to the recipient by a third party in good faith;

13.12.2.4 was developed by the recipient without references to or reliance upon

Confidential Information received from the disclosing Party; or
13.12.2.5 is required by law or governmental authority to be disclosed to any person
who is authorized by law to receive the same; provided, that, to the extent
permitted by law and practical under the circumstances, the disclosing Party
gives notice to the other Party of the impending disclosure and the
opportunity to contest such disclosure in an appropriate proceeding.

13.13 Each Party agrees that it will make available the other Party's Confidential
Information only on a "need to know" basis and that all persons to whom such
Confidential Information is made aware of the strictly confidential nature of such
Confidential Information.

13.13.1 Notwithstanding the foregoing, Confidential Information may be disclosed to any

Lender or potential Lender in connection with financing, refinancing, proposed
financing or proposed refinancing for the Project as long as such Lender or
potential Lender executes a confidentiality agreement similar in form and
substance to section hereof prior to such disclosure.

13.14 No Third Party Beneficiaries

This Agreement is intended solely for the benefit of the Parties hereto. Nothing in
this Agreement shall be constructed to create any duty to, standard of care with
reference to, any liability to, or any right of suit or action in, any person or other
legal entity not a party to this Agreement.

13.15 Non-Recourse

Neither Party shall have recourse hereunder, and no claim shall be made, against
any shareholder, director, officer or other Affiliate of the other Party, in such
capacity, under this Agreement, and each Party's sale recourse in the event of a
breach hereunder by the other Party shall be against the breaching Party's assets,
irrespective of any failure to comply with the applicable law or any provision of this
Agreement. Neither Party shall have any right of subrogation to any claim of the
other Party for any equity contributions to such Party from any shareholder of
such Party. This acknowledgment and agreement are made expressly for the
benefit of the shareholders, directors, officers and other affiliates of the Parties.

41
13.16 Any of the conditions precedent set forth in earlier sections may be waived by an
agreement in writing between the Owner and the Operator at any time before the
commencement of the Agreement.

IN WITNESS WHEREOF the Parties have entered into this Operation and
Maintenance Agreement as of the date first written above.

The Owner The Operator

For Ind-Barath Thermal Power Limited For Wartsila India Limited

?
HU RAKESH SARIN
CHAIRMAN MANAGING DIRECTOR

Witnesses: Witnesses:

1.
k,~~~ 1.
clc .tfZA:S0c;.p,~.JfAe(' R(\tV
2.

42
 C
WA~TSILA

2X150 MW COAL BASED POWER PLANT AT IBTPL - TUTICORlN

Annexure 1

O&M RESPONSIBILITY MATRIX FOR 2 X 150 MW

Description of work / Responsibility

SL REMARK.
Activity Matrix / Scope
Owner operator

SUPPLY

Total manpower supply as per

1
indicative organization chart V

Spares required for operation

2
and maintenance of the plant V To OWNER's account.

All type of Fuel required for

3
O&M V As specified by OEM.

Raw Water of Quality &

4
Quantity V

5 Grid back up power for start up V

6 Capital spares & its Inyentory
7 Insulation & Refractory material
Offer of quotes shall be
taken by WIN and given to
OWNER for Procurement.
V V Drawing and shifting from
main stores shall be in
OPERATOR scooe.
OPERATOR shall carry out
the repairing work with
required manpOWer.
V Insulation &: refractory
material shall be supplied
by OWNER.

SERVICES

Total Operation & Maintenance

/~iTf fRHhe Plant
 c}
WAf?TSILA

2X150 MW COAL BASED POWER PLANT AT IBTPL - TUTlCORlN

Annexure 1
OPERATOR shall dispose
the Plant sewage and plant
Sewage & Waste Discharge waste discharge within
9
System
V Plant Premises as per the
procedure specified by
OWNER.
System designed for
handling this and
Waste from Auxiliary Cooling OPERATOR shall operate
10 Tower & Boller Blow Down
V and maintain the system
as per the procedure
soecified bv OWNER.
OPERATOR shall dispose
the Plant sewage and plant
Effluent within Plant
11 Effluents (ETP) Disposal V Premises as per the
procedure specified by
OWNER.
OPERATOR shall dispose
the Plant solid waste in a
mutually agreed location
within Plant Premises as
12 Disposal of Solid Waste I Scrap V per the procedure
specified by OWNER.
Further disposal will be by
IPIL.
As per the Instruction by
13 Power evacuation V OWNER.
Supply of flrefighting
equipments and spares in
14 Fire Fighting Equipment V V OWNER scope. OPERATOR
shall operate, maintain
and refill the same.

15 Plant Upkeep Services V Limited to Plant Layout

OPERATOR's responsibility
Regular, Preventive, Corrective However Repairs under
16 and Breakdown maintenance
V V MBD and Fire & Allied
. Perils In OWNER scooe.

17 Painting of all building V

Painting of all equipment I V
18, structures

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 C
WA~TSILA

2Xl50 MW COAL BASED POWER PLANT AT IBTPL - TUTICORIN

Annexure 1

19 Plant horticulture & landscaping V

Maintenance of internal roads,
20 building and all major/minor V
civil works

Transportation, Transit
insurance, cost of
rewinding of HT Motors, LT
Motors, Transformers and
other equipments for
repairs outside the Facility
shall be provided by
OWNER.
Rewinding and Overhauling of Loading on to the truck
21 HT Motors, LT Motors & V V shall be done by O&M
Transformer windings Operator,
Unloading of Generator,
Turbine and other such
heavy equipment requiring
special material handling
equipments shall be under
the scope of OWNER

Plant general Lighting ,Chimney Procurement by OWNER &

22 lighting and Cable jointing kit V V maintenance by O&M
repair / replacement

FACILITIES

Mechanical Workshop
eqUiprnents shall be
Mechanical Workshop equipped . OWNER,
supplied by
23 with Lathe, grinder, shaper, V V However, usage and
miller etc, upkeep <of the same shall
be with O&M,
Electrical lab equipments
Electrical Laboratory along with shall be supplied by
24 Calibrated Test Instruments & V V OWNER, •. However, usage
equipment and upkeep of the same
shall be with O&M,
/',~"(H i;:-:... .:: /",
 (;)
WAll.TSILA IBPIL
.,.;~,.",,~.,,-~

2X150 MW COAL BASED POWER PLANT AT lllTPL - TUTICORIN

Annexure 1
Instruments for C&I shall
Instrumentation Laboratory be supplied by OWNER.
25 along with Calibrated Test V V However/ usage and
Instruments & equipment upkeep of the same shall
be with O&M.
Chemical lab Instruments
Chemical Laboratory along with shall be supplied by
26 Calibrated Test Instruments & V V OWNER. However/ usage
equipment and upkeep of the same
shall be with O&M.
27 Plant Safety and Security V

28 Safety of O&M staff V

Space / Covered storage sheds

29
for Material Management
V

Storage Spaces with racks

and chain pulley blocl<s/
Stores Management / Material holst etc. to be provided
30
Management services
V V by the Owner. Operator
Shall Manage and upkeep
the same.
Fuel Management/ Inventory
31
Management
V
32 canteen /mess food facility V On chargeable basis
- Required Special tools and
tackles In good condition
Shall be provided by
33 Special Tools and Tackles V V Owner and same shall be
rlOlturnedln good condition
at the end of Contract
Period.
General Tools and tackles/ Jig &
34 fixture Including sCi:lffoidlng
V
OWNER shall provide
Suitable Office accommodation space for office with cabins
Including storage facilities, rest
35
room & office equipment
V V andcublcles/& electrlci:ll
fitting and fixtures.
facilities .
'I~
r
, Ji
.~"'~
 C
WA~TSILA

2XI50 MW COAL BASED POWER PLANT AT mTPL - TUTICORIN

Annexure 1
OWNER will provide
sufficient telephone lines
at office, local office and
Telephone & Fax facilities at
36
Office
V V local control room. But
running charges,
maintenance, up keeping
shall be bv OPERATOR.
The required First Aid has
Medical Facilities at dispensary
37
/ colony at nominal cost basis
V V to be kept ready In power
plant area by OPERATOR.
Shall be to the account of
Owner. Training shall be
provided to the Operator
by the OEM. The Operator
shall operate the system
Maintenance management
for monitoring the process
38 system Including Server and Up V V parameters,
gradation from time to time
Troubleshooting,
Generating timely reports,
Preparing preventive
maintenance schedules &
Inventorv manaqement
For handling of spares
Mobile Crane and Truck / 12MT Hydra shall.be kept
39
Trailer as & when required
V on need basis by the O&M
- Ooerator. .

The O&M Operator shall

provide accommodation
for their employees.
At the same time, O&M
40 Residential Accommodation V V Operator has requested for
6 no's of 2 BHK Units for
critical Man power In the
town ship as and when It
comes uo.

OTHERS

The required technical

Insurance for the Plant & assistance & other inputs
41 Machinery & MBD polley as V V will bl;! provldl;!d by O&M
applicable Operator.

~~
Arrangement of Insurance
42
ii.r~9X.ers & claim management
V
.-'-'" I .; \\
-('"

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1~)t-'" ltV
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'".
.~ :c
G 0"
;;:;
>f , ~ 011 '<1\
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 C
WA~TSILA

2X150 MW COAL BASED POWER PLANT AT lBTPL - TUTlCORlN

Annexure 1
Limited to ESI I WCP and
Group Insurance policies
43 Personnel Insurance ...; for the personnel engaged
bv OPERATOR.
Coordination required with
statutory authorities like
Boiler Inspectorate and
Electrical Inspectorate will
Statutory Compliances
be with OPERATOR.
Environmental aspects Boller
OWNER shall pay
Inspectorate Electrical
necessary fees in favor of
44 Inspectorate Factory ...; ...; the statutory authorities
Inspectorate I Licensing and and Iialsoning and
Permits from local & central
Incidental expenses;
authorities Coordination required with
all other statutory
authorities shall be with
. OWNER.
Operator shall suggest for
evaluation of plant operation the same, however all
and furnishing recommendation expenses required for
45 ...; ;; incorporating these
on cost effective ways to
improve the plant performance changes shall not be In the
account of Operator
MAINTENANCE
46 Annual Maintenance ...;
Spares, consumables and
Breakdown ICorrectlve ...;
47 lubricants provided by the
Maintenance
Owner.
48 Preventive Maintenance ...;

49 Routine Maintenance Ichecks. ...;

OPERATOR shall be
responsible up to bearing
inspection for Turbine.

50 Turbine & generator overhaul ...; ...; Any maintenance involving

opening of turbine casing
orland. threaqing out of
generator rotor shall be In
OWNER scope
51 Testing of relays ...;
.
 C
WARTSILA

2Xl50 I\1W COAL DASED POWER PLANT AT mTPL - TUT/CORIN

Annexure 1
Master Calibration tools in
52 Calibration of instruments V V OWNER scope.

Statutory testing like pressure As per statutory

53
vessel, lifting tools & tackles V requirement

The decision regarding

outsourcing to OEM/third
party service provider vis-
54 AMC for DCS/PLC, AC V a-vis in-house handling
shall be mutually
discussed and aqreed
The decision regarding
outsourcing to OEM/third
Annual Maintenance Contract party service provider vls-
55
with OEM's V a-vis in-house handling
shail be mutually
discussed and aqreed
OPERATOR Is responsible
I for overhaul of Boilers.
56 Overhauls (Capital) V Overhaul of turbine shall
be in OWNER's SCODe.
The decision regarding
outsourcing to OEM/third
party service provider vis-
58 Condition monitoring V a-vis in-house handling
shall be mutually
discussed and aareed
 c;J
WAR-TSILA "
IBPIL

2X 150 MW COAL BASED POWER PLANT AT IBTPL - TUTICORIN

Annexure 2

Battery limit considered for the Scope of Work of O&M Operator

(copy of the SrG Plant layouts to be enclosed for defining the Battery Limits)

• Coal
o Coal at inlet point to grizzly of CHP (feeding either through Stacker!
Reciaimer or Dumpers! Dozers! Pay Loaders supplied by IBTPL).
o The operators of these materials handling equipments shall be
provided by O&M Operator.
o Operation of the C.H.P. shall be done by the Operator

• LOO/HSD/HFO

o Inlet of Service Tanl< for LOO! HFO

• Raw Water, Pre-Treatment Plant and OM Plant

o Inlet of Raw water reservoir located within the battery limits of the
Facility.
o Pre-treatment Plant and OM Plant Operation in Operator's scope.

• Fly-ash and Bottom-ash

o Discharge Gate of Ash Silo and loading into ash-bulkers provided by

IBPIL.
o Operation and maintenance of Dense Phase Pneumatic system shall
be in Operator's scope.

• Electrical

o Switchyard and Transmission Line upto first transmission tower within

the Facility.

• Spares

o Material handling equipment for shifting of spares (Within the Facility)

and from Stores to Site in Operator's scope.
o Transportation, Transit insurance of HT Moton>, LT Motors,
Transformers and otherequipments forrepairs outside the Facility shall
be provided by IBPIL
o Loading on to the trucl< shall be done by O&M Operator.
o Unloading of Generator, Turbine and other >such heavy equipment
requiring special material handling equipments shall be under the
scope of IBPIL ~~'"

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2X150 MW COAL BASED POWER PLANT AT IBTPL· TUTICORIN

Annexure 3
Indicative Organisation Chart
Persons under WIN Role
Total Man
Power for
No. Position
2 x 150
MW
General Shift
Position
1 Station Manaqer 1
2 Manaqer - P & A 1
3 Executive - P & A 1
4 Manaqer Plant Planninq & Eff. 1
5 Sr. Mm. - Operation 1
6 Sr. Mgr. - Mech Main!. 1
7 Sr. Mgr. - Elect 1
8 Sr. Mgr. - Inst 1
9 Asst Mgr / Sr. Exe.- Mech 3
10 Asst Mqr / Sr. Exe.- Electrical 3
11 Asst Mqr / Sr. Exe.- Instrumentation 3
12 Safetv Officer 1
13 Chief Chemist 1
14 Stores Incharqe 1

Shift
15 Manager - Shift Incharae/BOE 4
16 DCS Engineer - Boiler 1 4
17 DCS Engineer - Boiler 2 4
18 DCS EnQineer - STG 1 4
19 DCS Enqineer - STG 2 4
20 DCS Enqineer - BOP for both units 4
21 Electrical Enqineer 4
22 Instrumentation Engineer 4
23 Mechanical Enqineer 4
25 Boiler Operators 8
26 Chemists 4
Sub Total- A 68
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WMTSILA IBPIL
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2X150 MW COAL BASED POWER PLANT AT IBTPL - TUTICORIN

Annexure 3
Persons under Sub Contractor Role
Total Man
General Shift Power for 2
x 150 MW
1 Site Manager 1
2 Safety I Admin Officer 1
3 Mill Wriqht Fitters 3
4 HP welder 1
5 Fitter 5
6 Welder 2
7 Mainl.Riqqer 5
8 Grinder 1
9 Gas Cutter 1
10 Vulcaniser 1
11 Store keeper 1
12 Helpers for Maintenance 8
13 Electrician 3
14 Instrumentation Tech 3
15 House Keeping Supervisor 1
16 Casual Labour 10
Sub Total- B 47
Shift
17 Supervisors 4
18 Raw Coal Feeder floor Operators 4
19 Boiler Operation Helper 4
20 CHP Operation 8
21 CHP Operation Helpers 8
22 AHP Operation 8
23 Electrician 8
24 Instrumentation Tech 4
25 Fitter . 8
26 Casual Labour 16
27 Turbine Operator 8
28 Welder 4
29 Fire Fighting 4
30 Stacker & Reclaimer operator 4
31 Helper under Shift Chemist 4
32 Drivers for Material Handling Equipments 12
33 Helpers for Maintenance 15
34 House Keepinq Personnel 35
SubTotal- B 205
GRAND TOTAL - 273

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2X150 MW COAL BASED POWER PLANT AT lBTl'L - TUTlCORIN

Annexure 4

Coal Analysis

The final Performance guarantee would be based on 100% Indonesian /

Imported

Indonesian
Item Symbol Unit / Imported
Coal
C Car % 66,22
H Har % 4,39
0 Oar % 8,25
N Nar % 1,24
5 Sar % 0,34
Ash Aar % 6,21
Moisture Mar % 13,27
Volatile Vdaf % 39
Kcal/
LHV Qar Kg 5700

Note: The Boiler is designed based on

• 100% Imported coal

• 30% Imported coal, 20% Coal Fines and 50% Indian coal
• 50% Imported coal and 50% Indian coal
• 70% Imported coal and 30% Indian Coal
• 60% Petcoke and Indian or Imported coal
 Invoice
Wartsila India Limited
WAltTSILA Page1/2
Invoice address Invoice 110 97044025
Ind-Barath Thermal Power Limited Please use Invoice no. as reference
SwaminaUam Village Date 2012-09-27
Ollapfdanum Taluk & Post Invoice ref. no. 00970'44025
Pundiyam Puthur Road Customer number 62900
Due Date 2012-10-07
628002 Tulicorin Terms of payment
10 Days Net
Overdue interest 0,00
Customer Order number 4563212
Ind-Baralh Thermal Power limited Installallon
Swaminallam Village
OUapldanum laluk & Post
Pundiyam Pulhur Road Your conlact person

626002 TuUconn Your referencliJ

WOMlIN126390&M
) Shipping address
Your order dale
End customer reference
2012-02-06

Ind~Barath Thermal Power limited

Swamlnattam Village VAT number
OUapldanum Taluk & Post Our contact person Phone
Pundlyarn PUfhur Road HEMANTH KUMAR HEMANTH +91 4567253766
KL,HEMANTHKUMAR@WARTSILA,COM
628002 Tut/corin Delivery number
Delivery date
Mode of delivery
Notify
Terms of delivery
E>NV -Incotenns 2010

Forwarding Agent

Classification of service: Management, Maintenance or Repair

Item Part no. Description

) Material no.
Product no. Product type Qly Unit Price/unit % Total
Origin EU statistic no.

VATrrAX%
000010 0& M Fees- September 2012
PROJECT
1 PC 7,500,000,00 INR 7,500,000,00

Goods total 7,500,000,00

Continued on page 2
WMsifa Inola ltd. Tel. +9122 2781 8300 Bank:STANDARD CHMTEREO BANK Mumbal (Cash
Registered & Corprnale Offico +9122:27816550 Credil)
Kesar Solitaire, 21s1 Floor Fax + 91 222781 MBS Bank account. 00.:22205023130
Plol No.5. Seelor No. 19, mAN:
Palm Beach Road, Sanpada SWIFT:SCBUNBB
Navi MurnbaJ 400 705, India 't'.....w.waf1slla.com
 Invoice
Page 2/2
Wartsila India Limited
Invoice no, 97044025
Date 2012-09-27
Order number 4563212

Total axel. VATrrAX 0.00% 0.80

Cust. service price 7,500,000,00
Net price 7,500,000.00
Service lax 900,000.00
Edu Cess 18,000.00
SECas on Service Tax 9,000.00
Total Invoice amount INR 8,427,000.00

Customer CST/LST No.

CST: 1010449
LST : 33090863827
Wartsira India Limited CST/LST No.
VAT TIN No. 27940300131V wer 01104/2006
CST TIN NO. 27940300131C wef 01/04/2006
Service Tax No:AAACW0345DST004
PAN NO. AAACW0345D

Delivery from:
Wartsila India Ltd.
Kasar SolitaIre, 21st Floor,
Plot No.5, Sector No. 19,
Palm Beach Road. Sanpada,
Navt Mumba!, 400705
Maharashlra, India
Tel: +91 222781 8300
Fax: +91 222781 8468

Yours rait ,r lllY

)
O ". ' ,

For Parts: Jf not olheMise slated General Terms and CO!ldillons - Parts (2011) Issued by Wansila, are vaJld.
For Service: If not othef\~isa slaled General TernlS and Conditions.,- Senies Work (2011) Issued by WMslJ1i, are.valid.
Possibla claIms regarding Involcos must be made Yfithln 14 days after the ~ale of Invoice.

Wiirtsira India lid. Tel. +9122 27818300 Bank:STANDARO CHARTERED BANK MUmbal (Cash
RegIstered & Corporate Office + 9\ 22 27818550 Cladil)
Kesar SoHtafre, 21s1 Floor Fax +912227818468 Bank accounl 00:22205023130
Plot No.5, Seelor No. 19, reAN:
Palm Beach Road, Sanpada SWIFT:SCBUNBB
Navl Murrba1400 705, india w""w.wartsilacom