O&M Energia Fotovoltaica

GENERATION PROJECT

OPERATION AND MAINTENANCE AGREEMENT


This OPERATION AND MAINTENANCE AGREEMENT ("Agreement") is made and entered into as of _[Date] by and between _[Legal name, form and country of RET Project Owner] ("Owner"), and _[Legal name, form and country of O&M firm] ("Operator").

RECITALS

WHEREAS, Owner owns a __[Description of RET Project] , [Name ofProject] (“Project”) and desires to contract for operation, maintenance and management of the Project,

WHEREAS, Operator provides operation, maintenance and management services for [RET type] generation facilities and has agreed to provide those services for the Porject on the terms and conditions set forth in this Agreement,

NOW THEREFORE, in consideration of the mutual covenants,undertakings and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1
AGREEMENT

Section 1.1 - Agreement. This Agreement consists of the terms and conditions set forth in the sections captioned by numbered article designations (“Articles”) and the following appendices, which are incorporated and made partthis Agreement by this reference and are included in any reference to this Agreement.
Appendix A - Scope of Services
Appendix B - Compensation
Appendix C - Communication Protocols

If the terms and conditions of the Articles of this Agreement vary or are inconsistent with any portion of the Appendices, the terms of the Articles this Agreement shall control and be given priority, and theprovisions of the Appendices shall be subject to the terms of the Articles. This Agreement contains the entire agreement between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. Neither party will be bound by or be deemed to have made any representations, warranties, commitments or other undertakings withrespect to the subject matter of this Agreement that are not contained in this Agreement.


Section 1.2 - Effective Date and Term. This Agreement shall be effective and shall govern the rights and obligations of the parties from and after the date of this Agreement for a period of [Define term of Agreement in appropriate units of time] years/months.

Section 1.3 - Relationship of TheParties. Operator has been retained by Owner as an independent contractor to operate, maintain and manage the Project on behalf of Owner, in accordance with Prudent Utility Practice and the requirements of the Project Agreements. Owner has delegated to Operator overall responsibility for operating, maintaining and managing the Project to ensure that the Project is available to produce electricenergy for sale by Owner and meets all requirements under the Project Agreements. Neither Operator nor any of its employees, subcontractors or agents shall be deemed to have any other status, except that Operator is the agent of Owner to the limited extent that this Agreement expressly grants Operator the authority to act on behalf of Owner.

Section 1.4 - Representatives. Owner and Operatorshall each designate a representative ("Designated Representative") to act on its behalf in overseeing the performance of this Agreement. Owner and Operator may change their respective Designated Representatives upon written notice to the other party given as provided in this Agreement. Designated Representatives shall be the primary means for communication and all other interactions betweenOwner and Operator that are required under this Agreement. Designated Representatives shall have the power and authority to bind their respective principals under the terms of this Agreement, with any required internal
corporate approvals with respect to such authority being the responsibility of each representative to obtain from his or her principal.


ARTICLE 2
DEFINITIONS

Section 2.1...