REVISED NOTICE INVITING TENDER - uhbvn

REVISED NOTICE INVITING TENDER

FOR

PROCUREMENT OF 150 MW of SOLAR POWER

FOR LONG TERM

from Grid Connected Solar PV Power Project

THROUGH

TARIFF BASED COMPETITIVE BIDDING PROCESS

NIT No: 54/CE/HPPC/LTP dated 26.05.2015

Issued by

Chief Engineer ( HPPC),

Shakti Bhawan, Sector 6

Panchkula, Haryana

Tel No.0172-2583728, Tele Fax No. 0172-2586836

Website: www.uhbvn.com E-mail : [email protected]

August 2015

NIT for Proposal of Procurement of 150 MW Power

from Grid Connected Solar Power Project

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Bid Information at a glance

Document Description NIT for procurement of 150 MW solar power for

long term from grid connected Solar PV power

projects through tariff based competitive

bidding process

NIT No.& Date 54 /CE/HPPC/LTP Dtd: 26.05.2015

Pre-bid Conference / Clarification Meeting 10.6.2015 & 25.6.2015 at 11.30 hrs

Last date & Time of Submission of tender

11.9.2015 at 13.00 hrs

Date and time of Bid (Techno-Commercial)Opening 11.9.2015 at 15.00 hrs

Date & Time of Financial bid opening Within three months of date of opening of Techno – commercial bid

Cost of NIT Document Rs. 5000/- (to be submitted in the form of

(non-refundable) Demand Draft in favour of “Accounts

Officer/Cash, UHBVN, Shakti Bhawan, Sector-

6, Panchkula”.

EMD/ Bid Bond Earnest Money @ Rs 10 Lakh / MW to be submitted in the form of Bank

Guarantee along with the tender documents

Name, Designation, Address and other Chief Engineer ( HPPC),

details (For Submission of tender) Shakti Bhawan, Sector 6

Panchkula, Haryana

Tel No.0172-2583728,

Tele Fax No. 0172-2586836

Website: www.uhbvn.com

E-mail : [email protected]

NIT for Proposal of Procurement of 150 MW Power from Grid Connected Solar Power Project

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DISCLAIMER

1. This Notice Inviting Tender (NIT) document is not an agreement or offer by Haryana Power

Purchase Centre (HPPC) on behalf of UHBVN and DHBVN to the prospective Bidders or any

other party. The purpose of this NIT is to provide interested parties with information to assist the

formulation of their Bid. This NIT is based on material and information available in public

domain.

2. This NIT, along with its Formats, is not transferable. The NIT and the information contained

therein are to be used only by the person to whom it is issued. It shall not be copied or

distributed by the recipient to third parties. In the event that the recipient does not continue with

its involvement in the bidding process in accordance with this NIT, this NIT must be kept

confidential. 3. While this NIT has been prepared in good faith, neither HPPC nor its employees or

consultants make any representation or warranty express or implied as to the accuracy,

reliability or completeness of the information contained in this NIT. 4. Neither UHBVN/DHBVN representative, its employees nor its consultants will have any

liability to any Bidder or any other person under the law of contract, tort, the principles of

restitution or unjust enrichment or otherwise for any loss, expense or damage which may arise

from or be incurred or suffered in connection with anything contained in this NIT, any matter

deemed to form part of this NIT, the award for supply of power, the information supplied by or

on behalf of UHBVN/DHBVN or its employees, any consultants or otherwise arising in any way

from the selection process for the said supply of power.


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DEFINITIONS

Any capitalized term, used but not defined in this NIT, shall have the meaning ascribed to such term in

the NIT Documents, or the Bidding Guidelines, in that order. In absence of availability of definitions in the

foregoing references, the capitalized terms shall be interpreted in accordance with the Electricity Act

2003, the CERC (Terms and Conditions for Tariff determination from Renewable Energy Sources)

Regulations, 2012, Grid Code or any other relevant electricity law, rule or regulation prevalent in India, as

amended or re-enacted from time to time, in that order. The following terms are defined for use in this

NIT:

“Affiliate” shall mean a company that either directly or indirectly

i. controls or ii. is controlled by or iii. is under common control with

a Bidding Company (in the case of a single company) or a Member (in the case of a Consortium) and “control” means ownership by one company of at least twenty six percent (26%) of the voting rights of the other company; In relation to a Limited Liability Partnership concern, shall mean any other Company /Limited Liability Partnership/Partnership firm that directly or indirectly controls or is controlled by or is under common control with the Bidding LLP and control means 26% of voting rights/shares as applicable Mutatis Mutandis in case of Company/LLP/ Partnership Firm. In relation to a Partnership concern, shall mean any other Company /Limited Liability Partnership/Partnership firm that directly or indirectly controls or is controlled by or is under common control with the Bidding Partnership Firm and control means 26% of voting rights/shares as applicable Mutatis Mutandis in case of Company/LLP/ Partnership Firm.; In relation to a sole proprietor, shall mean any other sole proprietorship concern wholly owned by the same proprietor as the proprietor of the bidder.

“Appropriate Commission” shall mean HERC referred to in Section 83 of the Electricity Act 2003, as

the case may be;

“Bid” shall mean the Non-Financial Bid and the Financial Bid submitted by the Bidder, in response to

this NIT, in accordance with the terms and conditions hereof.

“Bidder” shall mean Bidding Company or a Bidding Consortium/ partnership firm/ Limited Liability

Partnership/Sole proprietorship/Individual submitting the Bid. Any reference to the Bidder includes

Bidding Company / Bidding Consortium/ Consortium, Member of a Bidding Consortium including its

successors, executors and permitted assigns and Lead Member of the Bidding Consortium jointly and

severally, as the context may require;

“Bidding Company” shall refer to such single company that has submitted the Bid in accordance with

the provisions of this NIT;

“Bidding Partnership Firm” shall mean a firm having executed partnership deed and registered as per

section 58 and section 59 of the partnership act 1932.


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“Bidding Consortium” or “Consortium” shall refer to a group of companies/partnership firms/ LLP/Sole

proprietorship/Individual that has collectively submitted the Bid in accordance with the provisions of this

NIT;

Bidding Limited Liability Partnership shall mean an entity registered Under Section 12 of the Limited

Liability Partnership Act 2008

Bidding Sole Proprietorship shall mean any concern/ business owned by an individual and has

submitted the bid in its response to this NIT.

Biding individual shall mean any individual who has submitted the Bid in response to this NIT.

“Bid Bond” shall mean the unconditional and irrevocable bank guarantee to be submitted along with the

Bid by the Bidder under Clause 2.11 of this NIT, as per the prescribed Format 4.6;

“Bid Deadline” shall mean the last date and time for submission of Bid in response to this NIT as

specified in Clause 1.3 of this NIT;

“Capacity Utilisation Factor” or “CUF” shall have the same meaning as provided in HERC (Terms and

Conditions for Tariff determination from Renewable Energy Sources) Regulations, 2010 as amended from

time to time. “CERC” shall mean the Central Electricity Regulatory Commission of India constituted under sub –

section (1) of Section-76 of the Electricity Act, 2003 or its successors;

“Conflict of Interest” A Bidder may be considered to be in a Conflict of Interest with one or more Bidders

in the same bidding process under this NIT if they have a relationship with each other, directly or

indirectly through a common company, that puts them in a position to have access to information about or

influence the Bid of another Bidder;

“Consents, Clearances and Permits” shall mean all authorizations, licenses, approvals, registrations,

permits, waivers, privileges, acknowledgements, agreements, or concessions required to be obtained by

bidder from or provided by any concerned authority for the purpose of setting up of the generation

facilities and/or supply of power;

“Contract Performance Guarantee (CPG)” shall have the meaning as per Clause 2.12 of this NIT;

“Contract Year” shall mean the period beginning on the Scheduled Delivery Date and ending on the

immediately succeeding March 31 and thereafter each period of 12 months beginning on April 1 and

ending on March 31 provided that the last Contract Year shall end on the last day of the term of the PPA;

“CTU” or “Central Transmission Utility” shall mean the utility notified by the Central Government

under Section-38 of the Electricity Act 2003;

“Contracted Energy” shall mean the Net Energy in MUs corresponding to the contracted capacity and

declared CUF at the delivery point.’

“Contracted Capacity” shall mean the Net Capacity in MW on AC side contracted between seller &

procurer at the delivery point as provided in the selected bid as per format 4.7 of this NIT.


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“Contract Period” shall mean a period of twenty five (25) from the schedule delivery date as per

provision of PPA. “Delivery Point” shall be the interconnection point at which solar power developer (SPD) shall deliver

the power to the Haryana STU/Discom substation. The metering shall be done at this point of

interconnection. All transmission charges and losses upto the delivery point shall be borne by SPD.

For interconnection with grid and metering, the Solar Power Developers shall abide by the relevant

CERC Regulations, Grid Code and Central Electricity Authority (Installation and Operation of Meters)

Regulations, 2006 as amended and revised from time to time;

“Electricity Act 2003” shall mean the Electricity Act, 2003 and any rules, amendments, regulation,

notifications, guidelines or policies issued there under from time to time.

“Effective Date” shall mean the date from which the PPA become effective.

“Feed in Substation” shall be the substation of Transco / Discom.

“Financial Bid” shall mean Envelope II of the Bid, containing the Bidder’’s Quoted Tariff as per the

Format 4.7 of this NIT;

“Financial Closure” shall mean the execution of all the financing arrangements required for the power

station & fulfilment of any of the conditions precedents for the initial draw down of funds there under.

"Financially Evaluated Entity" shall mean the company which has been evaluated for the satisfaction of

the financial requirements set forth herein in the RFP;

“Grid Code” / “IEGC” or “State Grid Code” shall mean the Grid Code specified by the Central

Commission under clause (h) of sub-section (1) of Section 79 of the Electricity Act and/or the State Grid

Code as specified by the concerned State Commission referred under clause (h) of sub-section (1) of

Section 86 of the Electricity Act, as applicable;

“HPPC” means Haryana Power Purchase Centre, a joint forum on behalf of UHBVN & DHBVN

(Discoms).

“HAREDA” means Haryana Renewable Energy Development Agency.

“Injection Point” The injection point will be the point located at the substation of Haryana Transco /

Discom, the injection point shall also be the metering point for measurement of energy generation, shall

also mean “Point of Connectivity” or “Delivery point”.

HERC Haryana Electricity Regulation Commission

“Law” shall have the same meaning as ascribed thereto in the PPA;

“Lead Member of the Bidding Consortium” or “Lead Member” shall mean the Member which


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commits at least 51% equity stake in the Project Company and so designated by other Member(s) of the

Bidding Consortium in accordance with the Consortium Agreement specified in Format 4.3 of this NIT;

“Letter of Intent” or “LOI” shall mean the letter to be issued by the Procurer/ Authorized

Representative to the Successful Bidder(s) for supply of power pursuant to Clause 3.1.4 of NIT;

“Member of a Bidding Consortium” or “Member” or “Consortium Member” shall mean each

company/Partnership firm/LLP/Sole proprietorship/individual in the Bidding Consortium which has

executed the Consortium Agreement as provided in Format 4.3 of this NIT;

Minimum Bid Capacity” shall mean the minimum capacity in MW specified by HPPC in Clause 2.3, for

which the Bidder is required to submit its Bid;

“Maximum Bid Capacity” shall mean 150 MW

“Non-Financial Bid” shall mean Envelope I of the Bid containing the documents as specified in Clause

1.10.1 of the NIT;

“Parent” shall mean a company/Partnership Firm/ LLP that holds at least twenty six percent (26%) of

the paid - up equity capital/ Share directly or indirectly in the Bidding Company/ partnership Firm/ LLP or

in the Member of a Bidding Consortium, as the case may be;

In relation to a Bidder who is a Sole proprietor, shall mean any other sole proprietorship concern wholly

owned by the same proprietor as the proprietor of the bidder.

“Project or Power Station” shall means the solar power station undertaken for design, financing,

engineering, procurement, construction, operation, maintenance, repair, refurbishment, development &

insurance by the seller.

Pooling Point: shall mean a point where more than one solar PV projects may connect to a common

transmission line built and operated by the SPD. This common Transmission line shall further connect

with the Interconnection/Delivery/Metering point. The metering will be done at the delivery point i.e.

substation of Haryana DISCOM/STU.

“PPA” shall mean the agreement to be entered into between the Procurer(s) and the Seller pursuant to

which the Seller shall supply power to the Procurer(s) as per the terms and conditions specified therein;

“Procurer(s)” shall mean Haryana Power Purchase Centre (HPPC).

“Project Company” shall mean the company, incorporated by the Bidder as per Indian laws, in

accordance with Clause 2.9.

“Qualification Requirements” shall mean the qualification requirements as set forth in Clause 2.8 of this

NIT. “Qualified Bidder(s)” shall mean the Bidder(s) who, after evaluation of their Non-Financial Bid as per

Clauses 3.1.1 and 3.1.2, stand qualified for opening and evaluation of their Financial Bid;


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“Quoted Tariff” shall mean the Quoted Energy Charges, as applicable, quoted by the Bidder as per the

prescribed Format 4.7 and shall be construed to be at the Delivery Point as mentioned in its Bid;

The Single tariff i.e. Rs. 6.44/Kwh will be the ceiling limit and the bidder quoting the tariff above that will

be allowed only the above Single tariff. “Requisitioned Capacity” means the total aggregate power of 150MW + 10% proposed to be

contracted by the Procurer(s) with the Successful Bidder(s) through this bidding process for supply at the

Delivery Point for the term of the PPA as per the terms and conditions specified therein; The requisite

capacity of 150 MW would be met in the following three categories:

I) Category I (Capacity : 1 to 10 MW)

II) Category II (Capacity : 11 to 50 MW)

III) Category III ( Capacity : 51 to 150 MW)

“NIT” shall mean this Notice Inviting Tender No. 54/CE/HPPC /LTP dated 26.05.2015 along with all

formats and shall include any modifications, amendments alterations or clarifications thereto;

“Scheduled Delivery Date” shall mean the Date on which the Seller is required to start delivering the

power at the Delivery Point as per the terms and conditions of the PPA;

“Seller or Project Developer” shall mean the Successful Bidder/or the Project Company, as the case

may be who submit the Contract Performance Guarantee and executes the PPA with HPPC and who

shall be responsible for supplying power to the Procurer(s) at the Delivery Point for the term of the PPA

as per the terms and conditions specified therein;

“SERC” shall mean the State Electricity Regulatory Commission of any state in India constituted under

Section-82 of the Electricity Act, 2003 or its successors, and includes a Joint Commission constituted

under sub-section (1) of Section 83 of the Electricity Act 2003; “Single Tariff” refers to the Single tariff over the entire term of the PPA, the bidder has to quote Single

tariff as per the prescribed Format 4.7 subject to ceiling limit of Rs.6.44/Kwh.

“SPD “Solar Power Developer”.

“Statutory Auditor” shall mean the auditor of a Company appointed under the provisions of the

Companies Act, 2013 or under the provisions of any other applicable governing law;

“STU” or “State Transmission Utility” shall mean the board or the government company specified as

such by the State Government under sub-section (1) of Section 39 of the Act;

“Successful Bidder(s)” shall mean the Bidder(s) selected by HPPC pursuant to this NIT for supply of

power by itself or through the Project Company as per the terms of the NIT Documents and to whom a

Letter of Intent has been issued;

"Trading Licensee" shall mean the Bidder which is an Electricity Trader and submits its Bid on the

basis of an exclusive power purchase agreement executed with the entity developing the generation


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source from where the power is proposed to be supplied by the Bidder

“Ultimate Parent Company” shall mean a company which directly or indirectly owns atleast Twenty Six

percent ( 26%) paid up equity capital in the Bidding company or Member of a Consortium( as the case

may be) and/or in the Financially Evaluated Entity and such Bidding Company or Member of a

Consortium( as the case may be) and/or Financially Evaluated Entity shall be under the direct control or

indirectly under the common control of such company.


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SECTION-1 GENERAL INSTRUCTIONS TO THE TENDERERS

1.1 Objective Haryana Power Purchase Centre on behalf of Uttar Haryana Bijli Vitran Nigam Limited (UHBVN)

& Dakshin Haryana Bijli Vitran Nigam Limited( DHBVN) hereinafter referred to as HPPC acting

through Chief Engineer, HPPC, Shakti Bhawan, Sector 6, Panchkula, Haryana hereby invites

interested Bidders to purchase the NIT to participate in the bidding process for the selection of

Bidder(s) for procurement of 150 MW +10% solar power for long term from Grid Connected

Solar PV Power Projects through tariff based competitive bidding process for meeting its

Renewable Purchase Obligations. The responsibility of the Successful Bidder(s) shall be to

supply power to the Procurer(s) as per the terms and conditions of the NIT.

1.2 Issue of NIT The detailed terms and conditions for qualification of the Bidders and for Bid submission are

indicated in the NIT. All those interested in purchasing the NIT may download the NIT document

from our website: http://www.uhbvn.com and submit at the address given in Clause 1.4 with a

non-refundable fee of Rs.5000 /- in the form of Demand Draft/ drawn in favour of “ Accounts

Officer Cash, UHBVN, Panchkula”, payable at “Panchkula”.

1.3. Receipt and Opening of Bid Bid must be submitted to the address as given in Clause 1.4 on or before 13.00 hours(IST) on

11.9.2015 .The techno-commercial bid will be opened at 15.00 hours on 11.9.2015 (on the

same day) in presence of such bidders or their authorized representatives who would like to

attend the bid opening. If it is a public holiday on the last date for submission of the Bid, the

submission and the receipt of the Bid shall be on the next working day at the place of

submission of Bid. The date of opening of Financial bid will be intimated later on.

1.4. Correspondence for enquiries and clarifications All correspondence, clarifications in respect of the NIT and submission of the Bid shall be

addressed to: Chief Engineer

Haryana Power Purchase Centre,

Shakti Bhawan Sector 6

Panchkula, Haryana

Tel No.0172-2583728, Tele Fax No. 0172-2586836

Website: www.uhbvn.com E-mail : [email protected]

http://www.uhbvn.com/

mailto:[email protected]


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1.5 Validity of the Bid The Bid submitted by the bidder shall remain valid up to one hundred and eighty (180) days

after the Bid Deadline (“Bid Validity”). HPPC reserve the right to reject any Bid which does not meet the aforementioned validity

requirement. HPPC may solicit the Bidders‟ consent for an extension of the period of validity of

the Bid. The request and the response in this regard shall be in writing. In the event any Bidder

refuses to extend its Bid validity as requested by HPPC, HPPC shall not be entitled to invoke

the Bid Bond. A Bidder accepting HPPC request for validity extension shall not be permitted to

modify its Bid and such Bidder shall, accordingly, extend the validity of the Bid Bond as

requested by HPPC and further undertake not to participate in any bid process within seven

days of such request failing which bid shall not be considered as valid.

1.6 Method of Submission Bids are to be submitted in a single closed cover envelope containing Envelope I (Non-Financial

Bid) and Envelope II (Financial Bid) each one duly closed separately. Envelope I (Non-Financial

Bid) and Envelope II (Financial Bid) should be transcript in the following way;

A. Envelope I (Non-Financial Bid) Superscript as: Envelope I: Non-Financial Bid for “Selection of Bidders(s) for Procurement of 150 MW Power

from Grid Connected Solar PV Power Projects through Tariff Based Competitive Bidding

Process”( Category- I / II /III) Name of the Bidder: ________________________ ________________________ ________________________

Due for opening on 11.9.2015

B. Envelope II (Financial Bid) Superscript as: Envelope II: Financial Bid for “Selection of Bidder(s) for Procurement of 150 MW Power from

Grid Connected Solar PV Power Projects through Tariff Based Competitive Bidding Process”

(Category --- I / II/III )

Name of the Bidder:

________________________ ________________________ ________________________ In Case the Bidder is offering capacity from more than one generation source, the financial bid


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from different sources should be sealed in separate envelopes mentioning the location in terms

of District and State in India and capacity of project applied for and shall be placed in Envelope

II and separate PPAs need to be executed for each such Generation source.

C. Outer Envelope Envelope I (Non-Financial Bid) and Envelope II (Financial Bid) for the Bid to be submitted by

Bidders should be packed in a single closed cover envelope, with the following superscript:

Response to NIT No.54/CE/HPPC/LTP dated 26.05.2015 for “Selection of Bidder(s) for

procurement of 150 MW solar power for long term from Grid Connected Solar PV Power

Project through tariff based competitive bidding process

Due for opening on 11.9.2015

To Chief Engineer Haryana Power Purchase Centre,

Shakti Bhawan Sector 6 Panchkula, Haryana

Tel No.0172-2583728, Tele Fax No. 0172-2586836

Website: www.uhbvn.com E-mail: [email protected]

Name of the Bidder: ________________________ ________________________ ________________________ 1.6.1The Bidders have the option of sending their Bid either by registered post; or speed post;

or courier; or by hand delivery, so as to reach HPPC by the Bid Deadline. Bids submitted by

telex / telegram / fax / e-mail shall not be considered under any circumstances. HPPC shall not

be responsible for any delay in receipt of the Bid. Any Bid received after the Bid Deadline shall

be returned unopened.

1.6.2. It may be noted that Non-Financial Bid (Envelope I) shall not contain any

information/document relating to Financial Bid. If Non-Financial Bid contains any such

information / documents, HPPC shall not be responsible for premature opening of the Financial

Bid.

1.6.3. All pages of the Bid, except for the Bid Bond (Format 4.6), and any other document

executed on non-judicial stamp paper, forming part of the Bid and corrections in the Bid, if any,

must be signed by the authorized signatory on behalf of the Bidder. It is clarified that the same

authorized signatory shall sign all pages of the Bid. However, any published document

submitted with the Bid documents shall be signed and stamped by the authorized signatory of


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the company as part of technical bid in envelope I.

1.6.4.. Bidders shall submit the Bid one (1) original plus one (1) copy, duly signed by the

authorized signatory of the Bidder. The original Bid shall be clearly marked “ORIGINAL”, and

the copy to be clearly marked “COPY OF BID”. In the event of any discrepancy between the

original and the accompanying copies, only the original shall prevail.

1.6.5. No change or supplemental information to a Bid will be accepted after the Bid Deadline,

unless the same is requested by HPPC as per Clause 1.12.1

1.6.6. If the outer cover envelope or Envelope I (Non-Financial Bid) or Envelope II (Financial

Bid) is not closed and not transcripted as per the specified requirement, HPPC will assume no

responsibility for the Bid's misplacement or premature opening. 1.6.7 Each page of bid should be numbered and indexed at the beginning of the bid.

1.7 Preparation Cost The Bidder shall be responsible for all the costs associated with the preparation of the Bid and

participation in discussions and attending Pre-bid meetings, and finalization and execution of

the NIT Documents, etc., HPPC shall not be responsible in any way for such costs, regardless

of the conduct or outcome of this Bid process.

1.8. Right to withdraw the NIT and to reject any Bid This NIT may be withdrawn or cancelled by HPPC at any time without assigning any reasons

thereof. HPPC further reserves the right, at its complete discretion, to reject any or all of the

Bids without assigning any reasons whatsoever and without incurring any liability on any

account.

1.9. Confidentiality The parties undertake to hold in confidence this NIT and NIT Documents and not to disclose the

terms and conditions of the transaction contemplated hereby to third parties, except:

a. to their professional advisors; b. to their officers, contractors, employees, agents or representatives, financiers, who need to

have access to such information for the proper performance of their activities;

c. disclosures required under applicable Law,

Provided that the Successful Bidder(s) agrees and acknowledges that any of the Procurers may

at any time, disclose the terms and conditions of the NIT and NIT Documents to any person, to

the extent stipulated under the applicable Law or the Bidding Guidelines.

1.10 Preparation of Bid The Bid in response to this NIT shall be submitted by the Bidders in the manner provided in


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Clause 1.6. The Bid shall comprise of the following:

1.10.1 Envelope I – Non- Financial Bid comprising of: i. Covering Letter as per prescribed Format 4.1. ii. In case of a Bidding Consortium, a Power of Attorney in favour of the Lead Member issued by

the other Members of the Consortium shall be provided in original as per format attached hereto

as Format 4.2. In the event any Member of the Bidding Consortium is a foreign entity, it may submit (Board

Resolution in case the bidder is a Company / affidavit in case the bidder is a Partnership

firm/Bidding Sole Proprietor/Bidding Individual / resolution in case the bidder is a LLP) in place

of Power of Attorney for the purpose of fulfilling the requirements under this Clause. Provided

that such (Board Resolution in case the bidder is a Company / affidavit in case the bidder is a

Partnership firm Bidding Sole Proprietor/Bidding Individual / resolution in case the bidder is a

LLP) shall be supported by an unqualified opinion issued by the legal counsel of such foreign

entity stating that the (Board Resolution in case the bidder is a Company / affidavit in case the

bidder is a Partnership firm /Sole Proprietor/Bidding Individual / resolution in case the bidder is a

LLP) are in compliance with the applicable laws of the respective jurisdictions of the issuing

Company and the authorizations granted therein are true and valid.

iii. Bank Guarantee (Bid Bond) in the form as per Format 4.6;

iv. (Board Resolutions in case the bidder is a company/affidavit in case the bidder is a Partnership Firm/Sole Proprietor/ Bidding Individual and format specified in Format 4.5 B2 in case a bidder is a partnership Firm/ Resolution in case a bidder is LLP) as per prescribed

formats enclosed as Format 4.5 duly certified by the Company Secretary or the Director or Proprietor/Individual or Partners of the relevant Bidder, as applicable to the Bidder, as

applicable to the Bidder and mentioned hereunder:

a. (Board Resolutions in case the bidder is a company/affidavit in case the bidder is a

partnership firm/Bidding sole Proprietor/ Bidding Individual and format specified in

Format 4.5 B2 in case a bidder is a partnership Firm/ Resolution in case a bidder is

LLP) or the Lead Member of the Consortium, as the case may be, in favour of the

person signing the Bid;

b. (Board Resolutions in case the bidder is a company/affidavit in case the bidder is a

partnership firm/Bidding sole Proprietor/ Individual and format specified in Format 4.5 B2

in case a bidder is a partnership Firm/ Resolution in case a bidder is LLP) from each of

the Consortium Members except the Lead Member in favour of the person authorised to

execute the Power of Attorney in favour of the Lead Member.

c. (Board Resolutions in case the bidder is a company/affidavit in case the bidder is a


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partnership firm/Bidding sole Proprietor/ Individual and format specified in Format 4.5

B2 in case a bidder is a partnership Firm/ Resolution in case a bidder is LLP)

committing one hundred percent (100%) of the equity/Capital requirement for the Project

/ Board Resolutions from each of the Consortium Members together in aggregate

committing to one hundred percent (100%) of equity requirement for the Project (in case

of Bidding Consortium); and d. ((Board Resolutions in case the bidder is a company/affidavit in case the bidder is a

partnership firm/Bidding sole Proprietor/ Individual and specified in Format 4.5 B2 in

case a bidder is a partnership Firm/ Resolution in case a bidder is LLP) from Parent

and /or Affiliate (whose credentials have been used), of the Bidder / any Member of

the Bidding Consortium, undertaking to invest the entire amount as committed by

Bidding Company / Member of the Bidding Consortium, in event of failure of the

same to make such investment.

v. In case of a Consortium, the Consortium Agreement between the Members in the Consortium as per Format 4.3 along with (Board Resolutions in case the bidder is a company/affidavit in case the bidder is a partnership firm/Bidding sole Proprietor/ Individual and specified in Format 4.5 B2 in case a bidder is a partnership Firm/ Resolution in case a bidder is LLP) from each Member of the Consortium for participating in consortium;

vi. Format for Qualification Requirements as per Format 4.4, as applicable; vii. A disclosure statement as per Format 4.8 regarding participation of any related companies in

this bidding process;

viii. Final NIT and the PPA documents uploaded by the HPPC shall be signed and stamped by

the Authorised Signatory and returned to HPPC as part of technical bid in envelope I.

viii. Details of Generation Source as prescribed in Format 4.11;

ix. In case Bidder is offering capacity from more than one Generation Source, following

formats shall be submitted separately for each Generation Source and placed in Envelope I.

Format 4.4 -Format of Qualification Requirement

(Board Resolution in case the bidder is a Company / affidavit in case the bidder is a Partnership firm/ Proprietorship Firm / resolution in case the bidder is a LLP) as per Format 4.5

Bid Bond as per Format 4.6

Details of the Generation Source as per Format 4.11


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1.10.2 Envelope II – Financial Bid as per Format 4.7. The Bidder shall inter-alia take into account the following while preparing and submitting the

Financial Bid as per the prescribed Format 4.7, duly signed by an authorized signatory.

i. The Bidder shall submit their singleTariff at the Delivery Point and shall specify the same

in its Financial Bid as prescribed in Format 4.7 of this NIT;

ii. The Qualification Requirements for the Bidder would be evaluated for the total quantum

of power offered by a Bidder from various generation sources.

iii. The Single Tariff, as in Format 4.7, shall be an all-inclusive Tariff up to the Delivery Point

and no exclusions shall be allowed. The Bidder shall take into account all costs including

capital and operating costs, statutory taxes, levies, duties while quoting such Tariff. It

shall also include any applicable transmission costs and transmission losses (if any)

from the generation source up to the Delivery Point. Availability of the inputs necessary

for supply of power shall be ensured by the Seller and all costs involved in procuring the

inputs (including statutory taxes, duties, levies thereof) at the plant location must be

reflected in the Single tariff. However, the Single tariff i.e. Rs. 6.44/Kwh will be the ceiling

limit and the bidder quoting the tariff above that will be allowed only the above Single

tariff.

iv. More than one bid can be submitted by the bidder for supply of power provided that not

more than one bid from a bidder is from the same generation source and each bid is

separately submitted. Separate PPA need to be executed for each such generation

source.

v. The bidder may quote for any quantum of power up to requisitioned capacity for the

entire term of the PPA subject to maximum bid capacity of respective category.

1.11. The Bidder should note that

1.11.1. If any Bidder conceals any material information or makes a wrong statement or

misrepresents facts or makes a misleading statement in its Bid, in any manner whatsoever in

order to create circumstances for the acceptance of its Bid, HPPC reserves the right to reject

such Bid or cancel the Letter of Intent, if issued. If such event is discovered after the Effective

Date, consequences specified in the PPA shall apply.

1.11.2. If for any reason the Bid of any Successful Bidder is rejected or Letter of Intent issued to


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such Successful Bidder is cancelled, HPPC may:

a. Consider the next lowest Financial Bid from other than the Successful Bidder(s) whose Bids

are responsive and valid; or b. Annul the bid process; or c. Take any such measure as may be deemed fit in the sole discretion of HPPC, as applicable.

1.11.3. HPPC reserves the right to accept the offer of the Bidder for any quantum of power up to

the quantum offered by it, subject to the Minimum Bid Capacity.

1.11.4 Bid submitted by the Bidders, within the Bid Deadline, shall become the property of

HPPC and shall not be returned to the Bidders;

1.11.5. Language of the Bid shall be English only;

1.11.6. Bidders shall mention the name of the contact person and complete address of the

Bidder in the covering letter as per Format 4.1;

1.11.7. HPPC may, at its sole discretion, ask for additional information/ document and/ or seek

clarifications from a Bidder after the Bid Deadline, inter alia, for the purposes of removal of

inconsistencies or infirmities in its Bid. However, no change in the substance of the Single

Quoted Tariff shall be sought or permitted by HPPC.

1.11.8. Non submission and / or submission of incomplete data / information required under the

provisions of the NIT shall not be construed as waiver on the part of HPPC of the obligation of

the Bidders to furnish the said data / information unless the waiver is in writing.

1.11.9. HPPC may verify the Bidder’s financial data by checking with the Bidder’s lenders /

bankers / financing institutions / any other person as necessary.

1.11.10. The Bidders shall satisfy themselves, on receipt of the NIT, that the NIT is complete in

all respects. Intimation of any discrepancy shall be given to HPPC at the address provided in

Clause 1.4 of this NIT immediately. If no intimation is received from any Bidder within ten days

from the date of issue of this NIT or from the date on which it was made available, it shall be

considered that the issued document, complete in all respects, has been received by the Bidder.

1.11.11. Each Bidder should conduct its own investigations and analysis and should check the

accuracy, reliability and completeness of the information in this NIT and obtain independent

advice from appropriate sources.

1.12 Bidder to inform itself fully 1.12.1. The Bidder shall make independent enquiry and satisfy itself with respect to all the

required information, inputs, conditions and circumstances and factors that may have any effect


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on its Bid. Once the Bidder has submitted the Bid, the Bidder shall be deemed to have

examined the laws and regulations in force in India, the grid conditions, and fixed its price taking

into account all such relevant conditions and also the risks, contingencies and other

circumstances which may influence or affect the supply of power. Accordingly, the Bidder

acknowledges that, on being selected as Successful Bidder, it shall not be relieved from any of

its obligations under the NIT Documents nor shall be entitled to any extension of time for

commencement of supply or financial compensation for any reason whatsoever.

1.12.2. The technical requirements of integrated grid operation are specified in the Indian

Electricity Grid Code (IEGC). The Bidders should particularly acquaint themselves with the

requirements of connection conditions, operating code for regional grids, scheduling and

dispatch code etc. The Bidders are also advised to fully familiarize themselves with the real time

grid conditions in India.

1.12.3. In their own interest, the Bidders are requested to familiarize themselves with the

Electricity Act, 2003, the Income Tax Act 1961, the Companies Act, 2013, the Customs Act, the

Foreign Exchange Management Act 1999, IEGC, the Environment Protection Act 1986 and

Forest (Conservation) Act 1980, the Land Acquisition Act 1984,LLP Act 2008, Partnership Act

1932, the regulations framed by regulatory commissions and all other related acts, laws, rules

and regulations prevalent in India, as amended from time to time. The Procurer/ Authorized

Representative shall not entertain any request for clarifications from the Bidders regarding the

same. Non-awareness of these laws or such information shall not be a reason for the Bidder to

request for extension in Bid Deadline. The Bidder undertakes and agrees that, before

submission of its Bid; all such factors as generally stated above, have been fully investigated

and considered while submitting the Bid.

1.12.4. The bidder shall familiarize itself with the procedures and time frames required to obtain

all consents, clearances and permits required for the supply of power to procurer(s). the

procurer(s) shall have no liability to obtain any of the consents, clearances and permits required

for setting up of the generation facilities and/ or supply of power. 1.13 Submission of Bid by the Bidder

1.13.1. Bid Formats / Documentary Evidence

a) The information and/or documents shall be submitted by the Bidder as per the formats

specified in Section 4 (Formats for NIT) of this document.

b) Strict adherence to the formats wherever specified, is required. Wherever, information has

been sought in specified formats, the Bidder shall refrain from referring to brochures /

pamphlets. Non-adherence to formats and / or submission of incomplete information may be a

ground for declaring the Bid as incomplete. Each format has to be duly signed and stamped by


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the authorized signatory of the Bidder.

c) The Bidder shall furnish documentary evidence in support of meeting Qualification

Requirements to the satisfaction of the Procurer/ Authorized Representative and shall furnish

unconsolidated / consolidated audited annual accounts in support of meeting financial

requirement, which shall consist of unabridged balance sheet, profit and loss account, profit

appropriation account, auditor’s report, etc., as the case may be, of Bidding

Company/Partnership firm/LLP/sole proprietorship/Individual or each Member of a Consortium

or financially evaluated entity for the last three (3) financial years immediately preceding the Bid

Deadline for the purpose of calculation of Net worth.

1.13.2. Bid submitted by a Bidding Consortium

a) The Bid shall contain a legally enforceable Consortium Agreement entered amongst the

Members in the Bidding Consortium, designating one of the Members to be the Lead Member

(as per Format 4.3). There shall be only one Lead Member which shall continue to hold fifty one

percent (51%) equity in the Project Company up to a period of One (1) year after

commencement of supply of power as per provisions of this NIT and the PPA. Each member of

the Bidding Consortium shall be required to hold their respective equity shareholding in the

project company upto a period of One year after start of supply of power as per clause 1.14.2 of

NIT. Each Member of the Bidding Consortium shall duly sign the Consortium Agreement making

it liable for raising the required funds for its respective equity investment commitment as

specified in the Consortium Agreement. In the absence of a duly executed Consortium

Agreement, the Bid will not be considered for evaluation and will be rejected.

b) Provided however that the Lead Member of the Bidding Consortium shall be liable to the

extent of one hundred percent (100%) of the total proposed commitment of equity investment in

the Project Company, i.e., for both its own liability as well as the liability of the other Members.

c) Provided further that the Consortium Agreement shall not be amended without the prior

written approval of the Procurer/ Authorized Representative.

d) The Lead Member shall designate one person to represent the Consortium in its dealings

with the Procurer/ Authorized Representative. The person designated by the Lead Member shall

be authorized through a (Board Resolution in case the bidder is a company/affidavit in case a

bidder is a partnership firm/resolution in case of LLP) as per clause 1.10.1 IV-a to perform all

tasks including, but not limited to providing information, responding to enquiries, signing of Bid

on behalf of the Consortium, etc. Additionally, the Bid shall also contain a Power of Attorney in original (as per Format 4.2 in

favour of the Lead Member issued by the other Members of the Consortium.


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e) The Bid shall also contain a (Board Resolution in case the bidder is a company/affidavit in

case a bidder is a partnership firm/Sole proprietor/Individual/resolution in case of bidder as

LLP) as per Format 4.5 from each Member of the Consortium confirming that the NIT

Documents have been read, examined and understood and also the Bid has been reviewed

and each element of the Bid is agreed to by them.

f) In case of a bid being submitted by a Consortium, the lead member of Consortium shall be

the single point of contact for the purpose of bid process, before the date of signing of PPA.

Settlement of any dispute amongst the consortium members shall not be the responsibility of

procurers and the procurers shall not bear any liability what so ever on this account

1.14 Bid submitted by Bidding Company/Partnership Firm/ Sole Proprietorship/Individual The Bidding Company/Partnership Firm/ LLP should designate one person to represent the

Bidding Company/partnership Firm/LLP in its dealings with HPPC The person so designated

shall be authorized through a (Board Resolution in case the bidder is a company/affidavit and

format specified herein 1.14.1 in case a bidder is a partnership firm/resolution in case bidder is a

LLP) (as per Format 4.5) to perform all tasks including, but not limited to providing information,

responding to enquiries, signing of Bid on behalf of the Bidding Company/Partnership firm/LLP,

etc.

1.14.1 Minimum Equity holding/Equity Lock in

1.14.1.1 The aggregate equity shareholding capital of the selected bidder

i) in the issued and paid up equity share capital of the Seller if such seller is a company shall not be less than 51% and,

ii) in the capital of the Seller if such Seller is a partnership Firm/LLP shall not be less than 51% and;

iii) in case of Bidding Individual/ Bidding Sole Proprietorship shall not be less than 51% in the Project Company from the effective date upto the period of one year after commencement of supply of power.

1.14.1.2 In case of a Bidding Consortium, any Member, other than the Lead Member, shall be

allowed to divest its equity as long as the other remaining Members (which shall always include

the Lead Member) hold the minimum equity specified in Clause 1.14.1.1 above.

1.14.1.3 The Successful Bidder may invest in the equity share capital of the Project Company

through its Affiliate(s) or Ultimate Parent Company or Parent. If the Successful Bidder so invests

through any Affiliate(s) or Ultimate Parent Company or Parent the Successful Bidder shall be

liable to ensure that minimum equity holding/lock-in limits specified above are still maintained.

1.14.1.4 If equity is held by the Affiliates, Parent or Ultimate Parent Company, then such

Affiliate, Parent or Ultimate Parent Company shall be permitted to transfer its shareholding in

the Project Company to another Affiliate or to the Parent / Ultimate Parent Company. If any such

shareholding entity, qualifying as an Affiliate/ Parent / Ultimate Parent Company, is likely to


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cease to meet the criteria to qualify as an Affiliate / Parent / Ultimate Parent Company, the

shares held by such entity shall be transferred to another Affiliate / Parent / Ultimate Parent

Company.

All transfers of shareholding of the Project Company by any of the entities referred to above

shall be after prior written permission from the Procurer.

1.14.1.5 The provisions as contained in this clause shall override the terms of the Consortium

Agreement submitted as a part of Bid.

1.14.1.6 The provisions contained in Clause 1.14.1 to Clause 1.14.5 shall not be applicable if

the Bidding Company is a Trading Licensee or in case of a Bidding Company/ Bidding

Partnership Firm/Bidding LLP/ Bidding Sole Proprietorship/Bidding Individual bidding on its own

name, meeting all Qualification Requirements on its own and not forming a separate Project

Company. However the Trading Licensee in such case shall ensure that similar provisions as

contained in Clause 1.14.1 to Clause 1.14.5 are incorporated in the exclusive Power Purchase

Agreement submitted by the Trading Licensee along with its Bid. In such case, the aforesaid

provisions shall be applicable with respect to the majority investor in the entity developing the

Generation Source from where the power is proposed to be supplied by the Bidder as

mentioned in the Bid by the Trading Licensee. Such majority investor shall be identified and

specified in the power purchase agreement submitted by the Trading Licensee.

1.15. Clarifications and Pre-bid Meeting

1.15.1. Pre-Bid Meeting: HPPC will not enter into any correspondence with the Bidders, except to furnish clarifications on

the NIT, if necessary. The Bidders may seek clarifications or suggest amendments to NIT in

writing, through a letter or by fax (and also soft copy by e-mail) to reach HPPC at the address,

date and time mentioned in the document within ten days from issuance of this NIT.

The Bidder(s) or their authorized representative(s) is / are invited to attend pre-bid meeting(s),

HPPC will make all efforts to respond to the queries during the Pre Bid Meeting. Only two

representatives from each bidding company shall be allowed for Pre Bid discussions.

The purpose of the pre-bid meeting will be to clarify any issues regarding the NIT, including in

particular, issues raised in writing by the Bidders. All bidders are requested to remain updated

with the website i.e. www.uhbvn.com. No separate reply/ intimation will be given elsewhere.

1.16 HPPC reserves the right to interpret the Bid submitted by the Bidder in accordance with the

provisions of this NIT and make its own judgment regarding the interpretation of the same. In

this regard HPPC shall have no liability towards any Bidder and no Bidder shall have any

recourse to HPPC with respect to the selection process. HPPC shall evaluate the Bids using the

http://www.uhbvn.com/


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evaluation process specified in Section 3, at its sole discretion. HPPCs decision in this regard

shall be final and binding on the Bidders.

SECTION-2

2. INSTRUCTIONS TO BIDDERS

2.1. Total Capacity Offered Selection of Successful bidder(s) for procurement of Solar Power from Grid connected Solar PV

Power Projects for aggregate capacity up to 150MW +10% shall be done through Tariff Based

Competitive Bidding Process.

2.2. NIT document for Solar PV Power Projects The NIT document has been prepared for Solar PV Power Projects. Solar PV Project means the

solar project that uses sunlight for direct conversion into electricity through Photo Voltaic

technology. The detailed technical parameters for Solar PV Projects are at Annexure A.

2.3. Capacity of each Project The procurement will be done in three categories. Category -I 2.3.1 The capacity of each Solar Power Project shall be minimum 1 MW. Any bidder can apply for minimum 1 MW. Maximum capacity of the plant can be 10 MW. There is no limit on the No. of projects and the maximum capacity assigned to any bidder limiting to 150 MW Category -II

2.3.2 The capacity of each Solar Power Project shall be minimum 11 MW. Any bidder can

apply for minimum 11 MW. Maximum capacity of the plant can be 50 MW. There is no limit on the No. of projects and the maximum capacity assigned to any bidder limiting to 150 MW. Category -III 2.3.3 The capacity of each Solar Power Project shall be minimum 51 MW. Any bidder can apply for minimum 51 MW. Maximum capacity of the plant can be 150 MW. There is no limit on the No. of projects and the maximum capacity assigned to any bidder limiting to 150 MW. NOTE:

1. HPPC will purchase power from the above category, so that the sum of total power purchased is 150 MW+10%.

2. Bidder shall offer any capacity in the above three categories in the multiple of ONE.

The said MW capacity should mean the AC capacity rating at the delivery point i.e. at the grid

sub-station of Haryana DISCOMs/STU where the Project would be connected to, and

accordingly the bidder can choose the DC rating of his solar field to meet the AC rating at the

delivery point. 2.3.1. The Solar PV Power Projects shall be selected through a competitive bidding process on


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the basis of competitive bidding as per Section - 63 of the Electricity Act, 2003 and as amended

The responsibility of the Successful Bidder shall be to supply power to the Procurer for 25 years

as per the terms and conditions of the PPA

2.3.2. Solar power source shall be duly certified by the nodal agency of State of origin for Solar

Power. The certificate in this regard will be provided by SPD at the time of Synchronisation.

2.4. Supply of Power to Procurer After completion of evaluation process, a Letter of intent (LoI) will be issued to the successful

bidder to sign a PPA with the Procurer for duration of 25 years.

2.5. Tariff for Supply of Power

2.5.1. Bidder are required to quote Single Tariff for 25 years in the price bid and the same shall

be paid by the procurer for each Financial Year during the whole span of PPA as per

Format 4.7. 2.5.2. Procurer will be liable to pay the project developer the tariff as signed in the PPA.

2.5.3 PPA will be signed between Procurer and Successful Bidder(s). The Procurer shall pay

to the Seller(s) the Single Tariff as per the terms and conditions of the PPA enclosed as

Annexure II. The Single tariff shall be payable by the Procurer in Indian Rupees.

2.5.4 The transmission charges, transmission losses, RLDC charges or any other charges

covered in Open Access Regulations notified by CERC and the procedure for Open

Access stipulated by the Central Transmission Utility (CTU) for supply of energy up to

the delivery point & trading margin shall also be included in the financial bid.

All transmission charges, transmission losses and other open access charges (if

any applicable) scheduling charges for any SLDC/RLDC upto delivery point shall be

payable by the seller in compliance of CERC/SERC regulation amended from time to

time.

2.5.5 The Single tariff i.e. Rs. 6.44/Kwh will be the ceiling limit and the bidder quoting the tariff

above that, will be allowed only the above Single tariff.

2.6 Criteria for Generation

The SPD will declare the CUF for the whole life of his Project at the time of

bidding.

The declared annual CUF shall in no case be less than 19% .

It will be mandatory for the bidder to maintain generation so as to achieve

annual CUF at declared value with minus five percent (-5%) variation.

The generation done beyond the declared CUF shall be considered as excess


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generation.

Shortfall in generation SPD shall maintain generation so as to achieve minus five percent (-5%) variation of

the declared value of CUF failing which the Successful bidder(s) shall pay @

forbearance price of RECs for solar energy, for the difference in contracted energy and

energy actually delivered at delivery point. Alternately, bidder may supply RECs to

HPPC for balance quantum of energy from market by the end of Financial Year.

However, this compensation shall not be applicable in events of Force Majeure

identified under the PPA with HPPC, affecting supply of solar power by SPD.

Excess generation

Any excess generation over the declared CUF will be purchased by HPPC at a fixed

tariff of Rs.3/- / kWh, and the Generator would not be allowed to sell the excess power

to third party as this excess power would count towards RPO by HPPC.

While the SPD would be free to install DC solar field as per his design of required output,

including his requirement of auxiliary consumption, he will not be allowed to sell any excess

power to any other entity other than HPPC The Solar power plants from which the power is purchased under this NIT will be considered as

must run plants and shall not be subjected to “Merit order Despatch” principle. However, in

case at any point of time, the peak of capacity reached is higher than the rated capacity and

causes disturbance in the system at the point where power is injected, the SPD will have to

forego the excess generation and reduce the output to the rated capacity. 2.7. Grid Connectivity 2.7.1. The grid connectivity and associated evacuation facilities from the solar power plant

substation/switchyard to Haryana distribution/transmission system “feed in substation” will be

provided in accordance with CERC/SERC Regulations as amended from time to time.

2.7.2. The responsibility of getting connectivity with the transmission system owned by the

Discom/STU will lie with the Project Developer. For the projects located outside the State of

Haryana, the entire cost of transmission including cost of construction of line, wheeling charges,

losses etc. upto Haryana periphery will be borne by the Project Developer. The bidder shall

required to obtain long term open access permission as per regulation of centre and state

regulators, as the case may be, from the state or regional load dispatch centre and/or the state

/central transmission utilities.

2.7.3. For the projects located within Haryana , the provision of Grid connectivity & Wheeling charges shall be governed by HERC ( Terms and Conditions for determination of

Tariff from Renewable Energy Sources, Renewable Purchase Obligation and Renewable

Energy Certificate) Regulations 2010 as amended from time to time.


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2.7.4. Seller(s) shall be responsible for the Operation and maintenance of dedicated

transmission line up to the point of connectivity.

2.7.5. Construction and operation/maintenance of evacuation system associated with plants

shall be the responsibility of generating company.

2.7.6. The Interconnection /Metering Point shall be located at the substation of Transco /DISCOM and generating company shall bear the cost of construction of interconnection /

metering facilities and cost of transmission line upto “feed in substation” viz point of

interconnection.

2.7.7. The Solar PV Project shall be connected to the nearest substation at appropriate voltage

level as per HERC Regulations.

2.7.8 Plant located close to each other can setup pooling substation for evacuation of power

to a common transmission line. SPDs shall bear the cost of complete pooling station including

individual transmission lines from solar power plant to pooling station and common transmission

line from pooling station to delivery point, busbar, breakers, transformer (if required) and all

other infrastructure including communication links required as per grid code/regulations. The

Pooling Substation, common transmission line and Communication Links etc., shall be operated

and maintained by SPD(s) for the entire term of PPA as per the HERC Regulation/ Grid code.

The SPDs may decide to share the cost of transmission charges and other associated charges

from the pooling point up to the interconnection point amongst themselves.

Energy accounting for billing purpose will be based on the energy export recorded in the main &

check meter at the delivery point. All the transformation, bus bar, transmission system and

distribution system losses from solar plant up to the interconnection point including pooling

substation shall be borne by the SPDs. SPDs shall also install main and check meters at HT

side of step up transformer of each solar plant for measurement of energy generated at each

plant. Joint Meter Readings of the meters at individual solar plants and at Delivery point will be

taken each month on the scheduled date. The energy billing invoice by individual SPDs would

be raised to the Nigam after apportioning the energy export recorded at Delivery point in each

month to each solar plant in the ratio proportion to the energy generation recorded at individual

plant meters in the month.


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2.8. Qualification Requirements

The Bidder should be a company, as defined in the Companies Act, 2013 (or erstwhile Companies Act, 1956), or equivalent in foreign companies duly incorporated under the relevant laws in that country or any partnership firm registered as per Partnership Act, 1932, or any Limited Liability Partnership(LLP) registered as per LLP Act, 2008 subject to Clauses 2.1.6 and 2.1.7 or any Sole Proprietorship or any individual bidding in response to this NIT, the Bidder must meet the Qualification Requirements independently as Bidding Company or a Bidding Partnership firm or Bidding LLP or Bidding Sole Proprietorship or Bidding Individual or as a Bidding Consortium with one of the Members acting as the Lead Member of the Bidding Consortium. Bidder will be declared as a Qualified Bidder based on meeting the Qualification Requirements specified below and as demonstrated based on the documentary evidence submitted by the Bidder in the Bid. Further, a Bidding Consortium can participate in the bidding process if any Member of the Consortium has purchased the RFP. The Bidder must fulfill the following Qualification Requirements specified in Clause 2.8.1

2.8.1. Financial Criteria

A. Net worth:

The Net Worth should be equal to or greater than the value calculated at the rate of Rs.1.5

Crore or equivalent US$ per MW of the capacity offered by the bidder in the bid. The

computation of net worth shall be based on unconsolidated audited annual accounts of any of

the last three (3) financial years immediately preceding the Bid Deadline.

In case Net worth of the bidder is less than the capacity offered, only capacity that is

commensurate with the Networth of the bidder @ Rs. 1.5 crore per MW will be taken as eligible

capacity and that too in the order of the offered capacity stacked from the lowest to the highest

Tariff. [Note: For the Qualification Requirements, if data is provided by the Bidders in foreign currency,

equivalent rupees of Net worth will be calculated using bills selling exchange rates (card rate)

USD / INR of State Bank of India prevailing on the date of closing of the accounts for the

respective financial year as certified by the Bidder’s banker.

For currency other than USD, Bidders shall convert such currency into USD as per the

exchange rates certified by their banker prevailing on the relevant date and used for such

conversion.

If the exchange rate for any of the above dates is not available, the rate for the immediately

available previous day shall be taken into account.

In case of more than one financial bid submitted by the bidder from different generation source,

the net worth must be fulfilled by such Bidder for the sum total of the capacities being offered by

it in its Financial Bids.


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Net worth shall be computed in the following manner by the Bidder if such bidder is a company:

= Paid up share capital Add: Reserves Subtract: Revaluation Reserves Subtract: Intangible Assets Subtract: Miscellaneous Expenditures to the extent not written off and carry forward losses. In relation to a Partnership firm/ Limited Liability Partnership/Sole Proprietorships the Net worth shall be equal to Partner’s Capital in case of Partnership firm/ Limited Liability Partnership and Proprietors Capital Account in case of Sole Proprietorship (including any reserves). Net worth for Individuals shall be calculated taking the following components:

Fixed deposits accompanied by a signed and stamped statement from the issuing bank and/or

Immoveable Property which shall be mandatorily accompanied by a valuation report issued by a registered valuation firm/valuator which is dated not more than one (1) month prior to the Bid Deadline and/or

Savings account balance as on the date which is not more than seven (7) days prior to the Bid Deadline which shall mandatorily be accompanied by a bank statement signed and stamped by the issuing bank and /or

Any other item declared in the Income Tax Return filings for the year FY 2014-15/FY 2013-14.

The participating Individual i.e. Bidding Individual as well such Individual being part of a Consortium shall submit a certificate from a Chartered Accountant clearly showing the various components of networth used and the overall net worth computation.

The computation of Networth shall be based on unconsolidated audited annual accounts of the Company/Partnership Firm/LLP /Sole Proprietorship shall be based on the Certificate obtained from a Statutory Auditor/Auditor/CA as the case may be. For the purpose of the computation of Networth, any one of the last three financial years and up to seven (7) days prior to Bid Deadline shall be considered. The Bidder would thus be required to submit annual audited accounts for the last three financial years, i.e., FY 2011-12, FY 2012-13 & FY 2013-14 while indicating the year which should be considered for evaluation along with a certificate from the (Statutory Auditor in case the bidder being a Company / from a Chartered Accountant in case the bidder being a Partnership Firm / in case of a Sole Proprietorship /in case of Limited Liability Partnership an auditor appointed under LLP Rules 2009) to demonstrate the fulfillment of the criterion. In case a Bidder seeks qualification on the basis of Networth as on seven (7) days prior to Bid Deadline, the Bidder shall submit a certificate from a (Statutory Auditor in case the bidder being a Company / from a Chartered Accountant in case the bidder being a Partnership Firm / in case of a Sole Proprietorship / in case of Limited Liability Partnership an auditor appointed under LLP Rules 2009) certifying the Networth on the date seven days prior to submission of Bid and also submit


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the un-audited financial statements duly certified by (Statutory Auditor in case the bidder being a Company / from a Chartered Accountant in case the bidder being a Partnership Firm / in case of a Sole Propreitorship/ in case of Limited Liability Partnership an auditor appointed under LLP Rules 2009), for the date on which the certificate of Networth has been obtained.

In case of Foreign Companies registered outside India , Financial statements audited by an entity who has been appointed as an auditor by such foreign company shall be considered and such formats shall be certified by the same auditor who has audited the Financial statements of such company.

In case of an Individual, Income Tax returns for the last three financial years i.e. 2011-12, 2012-13 & 2013-14 shall be submitted along with a net worth certificate from a Chartered Accountant to demonstrate fulfillment of the criteria. In case a bidder is taking recourse to more than one company/partnership firm/LLP/ Sole

Proprietorship that are maintaining annual financial accounts in separate cycle, the networth

eligibility shall be calculated on the annual financial accounts that ends in the same calendar

year. For example if the bidder (B) takes recourse to unconsolidated statements of its Affiliate

(A) and Parent (P). Affiliate (A) maintains annual financial cycle from January to December and

the Parent (P) maintains annual financial cycle from April to March. The Networth calculations

can assume the financial cycle of January 2013 to December 2013 of Affiliate (A) and combine

it with financial cycle of April 2012 to March 2013 of Parent (P) for substantiating Networth.

2.8.1.1. For the purposes of meeting financial requirements, only unconsolidated audited

annual accounts shall be used. However, audited consolidated annual accounts of the Bidder

may be used for the purpose of financial requirements provided the Bidder has at least twenty

six percent (26%) equity in each Company whose accounts are merged in the audited

consolidated account and provided further that the financial capability of such companies (of

which accounts are being merged in the consolidated accounts) shall not be considered.

2.8.1.2. For a newly incorporated Company relying solely on its own credentials, where the

annual account has not been prepared, the Net Worth criteria should be met not more

than seven days prior to the last date of submission of response to NIT. To

demonstrate fulfilment of the criteria, the Bidder shall submit a certificate from a

Chartered Accountant certifying the Net Worth on the date seven days prior to

submission of response to NIT along with the unaudited financial statements which


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include certified copy of balance sheet, profit and loss account, schedule & cash flow

statement supported with bank statement of the Company duly certified by Chartered

Accountant for the date on which the certificate of Net Worth has been obtained.

2.8.1.3. If the Bid is submitted by a Bidding Consortium the financial requirement shall be met

collectively by all the Members in the Bidding Consortium and individually by the Lead

member in ratio of its equity participation as per the Consortium Agreement (Format

4.3), forming part of its Non-Financial Bid. Any Consortium, if selected as the

Successful Bidder, shall, for the purpose of supply of power, incorporate a Project

Company with equity participation by the Members as provided in the Consortium

Agreement (Format 4.3) within thirty (30) days of the issue of Letter of Intent.

2.8.1.4. Any Bidding Company/Bidding Partnership Firm/Bidding LLP may choose to

incorporate a Project Company for the purpose of supply of power

2.8.1.5. The Bidder may seek qualification on the basis of financial capability of its Parent

/Ultimate Parent and/or it’s Affiliate(s) for the purpose of meeting the Qualification

Requirements. In case of the Bidder being a Bidding Consortium, any Member may

seek qualification on the basis of financial capability of its Parent /Ultimate Parent and /

or its Affiliate(s). The financial capability of a particular Parent/Ultimate Parent and/ or

Affiliates, shall not be used by more than one Bidder.

2.8.1.6. The Bidder may seek qualification on the basis of technical capability of its Parent

/Ultimate Parent and/or it’s Affiliate(s) for the purpose of meeting the Qualification

Requirements. In case of the Bidder being a Bidding Consortium, any Member

including Lead Member may seek qualification on the basis of technical capability of its

Parent/Ultimate Parent and / or its Affiliate(s).

2.8.1.7. The determination of the relationship of Parent /Ultimate Parent or Affiliate with

the Bidding Company/Bidding Partnership firm/Bidding LLP or with the Member of the

Bidding Consortium, including the Lead Member, shall be as existing on the date seven (7)

days prior to the Bid Deadline. Documentary evidence in form of a certification from a

(practicing Company Secretary or Statutory Auditor in case the bidder is a Company/

practicing Chartered Accountant who audits and certifies the annual accounts in case the

bidder is a Partnership firm / Auditor appointed under LLP rules 2009 in case the bidder is a

LLP/ in case of Sole Proprietorship), in case to establish such relationship shall be furnished

by the Bidder along with the Bid.


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2.8.1.8. If the Bidding Company/Bidding Partnership Firm/Bidding LLP/Bidding Sole

Proprietorship or a Member of a Bidding Consortium relied on the financial capability of its Parent/Ultimate Parent /Affiliates, such Bidding Company/Bidding Partnership Firm/Bidding LLP/ Bidding Sole Proprietorship or Member have to submit a (Board resolution in case of Company/Affidavit in case of Partnership Firm/ Bidding Sole Proprietorship /Resolution in case of LLP/) as per Format 5.5, from its Parent /Ultimate Parent / Affiliate, as the case may be, that the obligation of the Bidding Company/Bidding Partnership Firm/Bidding LLP/ Bidding Sole Proprietorship or the Member of the Consortium to submit a Contract Performance Guarantee, if selected, shall be deemed to be their obligations as well and in the event of any default whatsoever by the Successful Bidder in submitting the Contract Performance Guarantee, the same shall be submitted by such Parent /Ultimate Parent / Affiliate, as the case may be.

2.8.1.9. A Bidder shall submit only one response in the same bidding process from one

Generation Source, individually as Bidding Company/Bidding Partnership Firm Bidding Sole Proprietorship/Bidding Individual or as a Member of a Bidding Consortium (including the Lead Member). It is further clarified that any of the Parent / Affiliate / Ultimate Parent Company of the Bidding Company or Parent / Affiliate of the Bidding partnership Firm or Parent / Affiliate of a LLP/ Bidding Sole Proprietorship or a Member of a Bidding Consortium shall not separately participate directly or indirectly in the same bidding process from the same Generation Source. Notwithstanding anything stated above, the Procurer reserves the right to verify the authenticity of the documents submitted for meeting the Qualification Requirements and may request for any additional information / documents. The Procurer reserves the right at its sole discretion to contact the Bidder’s bank, lenders, financing institutions and any other persons as necessary to verify the Bidder’s information/documents for the purpose of qualification.

2.8.1.10. The Qualified Bidder(s) will be required to continue to maintain compliance with the Qualification Requirements throughout the bidding process and till the execution of the PPA. Where the Financially Evaluated Entity is not the Bidding Company/Bidding Partnership firm/Bidding LLP/ Bidding Sole Proprietorship or a Member of a Bidding Consortium, as the case may be, the Bidding Company/Bidding Partnership firm/Bidding LLP or Member shall continue to be an Affiliate of the Financially Evaluated Entity till execution of the PPA. Failure to comply with the aforesaid provisions shall make the Bid liable for rejection at any stage.

Note: -

(i) It is not necessary to have the Technology partner at NIT stage. Further it is also not

necessary for the Technology partner to have an equity stake in the Bidding

Company/Consortium.

(ii) In relation to partnership firm, the Net worth shall be equal to Partner’s capital.

(iii) Failure to comply with the aforesaid provisions shall make the bid liable for rejection

at any stage.

(iv) Financial capability of particular parent company shall not be used by more than


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one bidder.

(v) The parent company of the bidding company or a member of bidding consortium

shall not separately participate directly or indirectly in the bidding process.

(vi) The bidder may seek qualification on the basis of financial capability of its parent for

the purpose of meeting the qualification requirement.

2.8.2. Technical Criteria

The bidder shall deploy commercially successful and operational technology where in

there is at least one project successfully operational of the proposed technology for at

least one year before the last date of submission of bid, anywhere in the world. The

bidder is required to furnish evidence of meeting the above eligibility criterion for

technology usage before financial closure. The detailed technical parameter for solar PV

projects are enclosed as Annexure – A.

2.8.3. Consents, Clearances and Permits

2.8.3.1. Site Identification and Land Acquisition:

At this stage, the project developer would also provide evidence that the requisite technical

criteria have been fulfilled and required land for project development @ 1.5 Hectares/MW (or as

per requirement of the project) is under clear possession of the project developer. In this regard

the Project developer shall be required to furnish the following documentary evidences:-

i. Ownership or lease hold rights (for at least 30 years) in the name of the Project Developer

and possession of 100% of the area of land required for the allotted project.

ii. Requisite documents from the concerned and competent revenue/registration authority for

the acquisition/ownership/vesting of the land in the name of Project Developer and in case

private land converted for industrial use.

iii. In case of land to be acquired under the Land Acquisition Act 1894 or its equivalent, the

Bidder shall submit copy of notification issued for such land under Section 6 of the Land

Acquisition Act 1894 or its equivalent.

iv. In all other cases, the Bidder shall furnish documentary evidence in the form of certificate by

concerned and competent revenue / registration authority for allotment of the land.

v. In case of non-availability of land with the bidder at the time of bidding, an undertaking on

company’s letter head has to be submitted that the documentary evidence will be produced by

the bidder of the availability of land at the time financial closure of the project. The undertaking

can be provided in the Format 4.4 (C).


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vi. If the identified generation source is an existing power station, the Bidder shall submit the

documentary evidence regarding commissioning of the power station and available surplus

capacity equivalent to the capacity offered in its bid. In case of supply being proposed from an

existing power station, the Bidder should submit evidence in the form of a declaration sent to

RLDC/SLDC, as the case may be, in support of commercial operation of the power station

before financial closure.

vii. If the Bidder is a trading licensee, it shall have executed exclusive power purchase

agreement(s) for the quantity of power offered in its Bid and shall provide a copy of the same as

part of its Bid. In such a case, the Bidder shall ensure that the entity with which it has executed

the exclusive Power Purchase Agreement (PPA) for supply of power under the bidding process

has completed the project preparatory activities as mentioned in this clause. In case of supply

being proposed from an existing power station, the Bidder should submit evidence in the form of

a declaration sent to RLDC/SLDC, as the case may be, in support of commercial operation of

the power station before financial closure.

Note:

(i) Change in the location of land from one place to other location is permitted till the

Financial closure.

(ii) The land should be free from all encumbrances.

(iii) The land should neither have been proposed for other purposes & nor should have

been mortgaged. However, hypothecation of the land will be allowed to the lenders

providing debt to the project.

2.8.3.2. Other Provisions:

i. In case the Bidder is a Bidding Company/Partnership firm/LLP/Sole proprietor and

wishes to incorporate a Project Company, all such Consents, Clearances and Permits if

obtained in the name of a company other than the Project Company, the Bidder shall be

responsible to get these Consents, Clearances and Permits transferred in the name of

the Project Company in the event of being selected as the Successful Bidder.

ii. In case the Bidder is a Bidding Consortium, all such Consents, Clearances and Permits

shall be obtained in the name of the Lead Member and the Bidder shall be responsible

to get these Consents, Clearances and Permits transferred in the name of the Project

Company in the event of being selected as the Successful Bidder.


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iii. Notwithstanding anything stated above, the Procurer/ Authorized Representative

reserves the right to verify the authenticity of the documents submitted for meeting the

Qualification Requirements and may request for any additional information / documents.

The Procurer/ Authorized Representative reserves the right at its sole discretion to

contact the Bidder’s bank, lenders, financing institutions and any other persons as

necessary to verify the Bidder’s information/documents for the purpose of qualification.

iv. The Qualified Bidder(s) will be required to continue to maintain compliance with the

Qualification Requirements throughout the bidding process and till the execution of the

PPA. Failure to comply with the aforesaid provisions shall make the Bid liable for

rejection at any stage.

2.9. Incorporation of a Project Company

2.9.1. In case of the Successful Bidder being a Bidding Consortium/Individual/Sole Proprietor, it

shall, within thirty days of the issue of the Letter of Intent, incorporate a Project Company

provided such a Project Company has not been incorporated by the Bidder prior to the

submission of the Bid. In case the Project Company has already been incorporated prior

to the submission of the Bid as specified in the Consortium Agreement such Project

Company shall be responsible to execute the NIT Documents. The investment in the

Project Company shall be as per provisions of the Consortium Agreement and shall be

subject to the provisions of Clause 1.14.1.1 of NIT.

2.9.2. In case of the Successful Bidder being Bidding Company/Partnership firm/LLP and

choosing to incorporate a Project Company for supply of power, it shall incorporate the

Project Company within Thirty (30) days of the issue of the Letter of Intent. In case the

Project Company has already been formed by such Bidding Company prior to the

submission of the Bid, the Bidding Company shall provide the details of such Project

Company in its Bid. The investment in such Project Company incorporated by the

Successful Bidder may be from any of the Affiliates/ Parent and / or Ultimate Parent and

shall be subject to the provisions of Clause 1.14.1.1 of NIT.

2.9.3. The Project Company shall execute the NIT Documents and be responsible for supply of

power to the Procurer(s) as per the provisions of the PPA.

2.9.4. All stamp duties payable for executing the NIT documents shall be borne by the

successful bidder.


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2.10. Cancellation of the Letter of Intent

If the Successful Bidder(s) / Project Company fails or refuses to comply with any of its

obligations under Clauses 2.8 and 2.9, and provided that HPPC is willing to execute the

said documents, such failure or refusal on the part of the Successful Bidder/ Project

Company shall constitute sufficient grounds for cancellation of the Letter of Intent. In

such cases, HPPC shall be entitled to invoke the Bid Bond of the Successful Bidder(s) /

Project Company.

2.11. Bid Bond

2.11.1. Each Bidder shall submit the Bid accompanied by Bid Bond, as per Format 4.6 for an

amount of Rs. 10 Lakhs per MW of the offered capacity issued by any of the Banks

listed in Format 4.10. In the case of a Consortium, the Lead Member shall furnish the Bid

Bond as stipulated in the NIT, on behalf of the Consortium Members as per the

Consortium Agreement. The Bid Bond shall be valid for a period of 6 months (180 days)

from the Techno commercial bid opening date. In case, the bidder is offering capacity

from more than one generation source, the Bid bond shall be submitted separately for

each capacity.

2.11.2. The Bid Bond, may be invoked by the HPPC or its authorized representative, without

any notice, demure, or any other legal process upon occurrence of any of the following:

i) Failure to incorporate the Project Company as a legal entity within Thirty (30)

days of issue of Letter of Intent,

or

ii) Failure to furnish acceptance of LOI & Contract Performance Guarantee as per

Clause 2.12 within Thirty (30) days of issue of Letter of Intent,

or

iii) Bidder submitting any wrong information or making any misrepresentation in Bid.

2.11.3. The Bid Bonds of all Bidders, who’s Bids are declared in-complete, shall be returned and

released by HPPC within thirty (30) days after the date on which the Financial Bids are

opened.

2.11.4. The Bid Bonds of all unsuccessful Bidders shall be returned and released by the HPPC


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within a period of thirty (30) days of the occurrence of the earlier of the following:

a) Submission of the Contract Performance Guarantee as per Clause 2.12 of the NIT and

the execution of the NIT Documents (as applicable) by the Successful Bidder(s);

or

b) Expiry of the Bid Validity/extended validity of Bid of unsuccessful Bidders;

2.11.5. The Bid Bonds of all Bidders shall be returned and released by HPPC within a period of

thirty (30) days of the occurrence of the termination/cancellation of Bid process by

HPPC.

2.11.6. The Bid Bond of the Successful Bidder(s) shall be returned on the submission of

Contract Performance Guarantee as per Clause 2.12 of the NIT and the provisions of

the PPA.

2.12. Contract Performance Guarantee (CPG)

2.12.1. Within thirty (30) days of issue of Letter of Intent, the Successful Bidder(s) shall provide

to HPPC the Performance Guarantee in the format provided in the Format 4.9, for an amount of

Rs. 30 Lakhs per MW of the Contracted Capacity, which shall be provided to HPPC for the

amount calculated on pro-rata basis in the ratio of their allocated contracted capacities. The

Performance Guarantee shall be initially valid for a period of three (3) months after the

Scheduled delivery date of Commissioning and thereafter shall be dealt with in accordance with

the provisions of the PPA. The Performance Guarantee shall be issued by the banks listed in

Format 4.10.

2.12.2. In case the Successful Bidder is unable to obtain the Contract Performance Guarantee

for the total amount from any one bank specified in Format 4.10, the Successful Bidder may

obtain the same from not more than three (3) banks specified in Format 4.10.

2.12.3. Non submission of the CPG by the Successful Bidder(s) may lead to the encashment of

the Bid Bond, cancellation of the Letter of Intent of such Successful Bidder(s) by HPPC and

thereafter the provision of clause 1.11.1 shall be applicable.


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2.13 Bank Guarantees

2.13.1. The Bidder shall provide the following Bank Guarantees from any of the Banks listed at

Format 4.10 to HPPC in a phased manner as detailed hereunder:

Bid Bond for the amount calculated as per Clause 2.11 (@ Rs. 10 Lacs / MW) in the

form of Bank Guarantee along with NIT as per Format 4.6. (Valid for a period of 180

days from the Techno commercial bid opening date.

Contract Performance Guarantee calculated as per Clause 2.12 (@ Rs. 30 lacs / MW) in

the form of Bank Guarantee within thirty days of issue of Letter of Intent, as per Format

4.9 (valid for a period of three (3) months after the Scheduled Date of Commissioning).

2.13.2. Within Thirty(30) days of issue of Letter of Intent, the total Bank Guarantee value

towards Contract Performance Guarantee shall be submitted in 04 Nos. of Bank Guarantee in

the ratio of 10%, 20% & 30%. & 40% (Example - If total Contract Performance Guarantee value

is Rs.1.00 Cr. then 04 BGs of value Rs.0.10 Cr, Rs.1.20 Cr , Rs.0.30 Cr. & Rs. 0.40 Cr are to

be submitted).

2.13.3. In case, HPPC offers Successful Bidder to execute the PPA with HPPC and if the

Selected Bidder refuses to execute the PPA or is unable to execute the PPA within the

stipulated time period, HPPC will encash the Bank Guarantees towards Bid Bond.

2.13.4. The Bank Guarantees have to be executed on non-judicial stamp paper of appropriate

value as per Stamp Act relevant to place of execution. The Bank Guarantees have to be in the

name of the Bidding Company / Lead Member of Bidding Consortium.

2.14. Amendment of NIT HPPC, for any reason, whether at its own initiative or in response to clarifications requested by

any Bidder may modify the NIT, by issuance of addendum / modification / errata and / or a

revised document. Such document shall be made available on UHBVN website. Bidders should

notify themselves regarding any addendum / modification made in NIT document, the same

shall be uploaded on i.e. www.uhbvn.com. No personal correspondence will be made by HPPC

to Bidder(s).

2.15 Financial Closure 2.15.1. The Project shall achieve Financial Closure within Two Hundred and Ten days (210)

days from the date of signing of PPA. In this regard, the project developer shall submit a

certificate from all financial agencies, certifying that the party has complied with all conditions

required for drawl of funds and party can draw down the funds on any date as per their

requirement & furnish documentary evidence for infusion of actual equity requirement. 2.15.2. At this stage, the Project developer shall be required to furnish the following


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documentary evidences:-

i. The project developer will submit the final technology selection viz.

Crystalline/ Thin Film/ Concentrator PV/specific any other technology etc.

ii. Order copy / agreement copy, with Technology Provider / supplier for

supply of modules, equipments for said technology.

iii. A certificate from the project / client situated anywhere in world that the

technology supplied by the Manufacturer / Technology Provider is in

successful operation for atleast one project and atleast one year before the

last date of submission of bid.

iv. Bidder shall obtain all consent, clearance & permits required for setting up

of Generation facility and/ or supply of power to procurer.

2.15.3 Land Documents: At the time of Financial Closure, the project developer would also provide documentary

evidence as mentioned in Clause 2.8.3.1 that the requisite technical criteria have been fulfilled

and required land for project development @ 1.5 Hectares/MW (or as per requirement of the

project) is under clear possession of the project developer.

2.16. Commissioning / Scheduled Delivery Date The Commissioning / Scheduled Delivery Date of Solar PV Power Plant shall be within Thirteen

months from the date of signing of PPA.

2.17. Delay in Commissioning of Power Plant

For not achieving Scheduled Delivery Date, HPPC shall encash the Bank Guarantee (BG) in the

following manner:

i. Delay up to one(1) month - 10% of the total Contract Performance bank guarantee.

ii. Delay of more than One (1) month and up to two (2) months - 20% of the total Performance Bank Guarantee in addition to BG in clause-i above.

iii Delay of more than Two (2) months and up to three (3) months - 30% of the total

Performance Bank Guarantee in addition to BG in clause- i & ii above.

iii. Delay of more than 3 months & upto four (4) months - the remaining Performance Bank Guarantees

iv Delay in the timelines for over and above four (4) months will lead to create


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the necessary grounds for HPPC for termination of LoI / PPA.

2.18 Signing of Power Purchase Agreement

HPPC shall enter into a PPA with the selected bidder based on this NIT.A copy of PPA is

attached with NIT as ANNEXURE B. The PPA shall be signed within 45 days of issue of LOI.

The duration of PPA shall be 25 years from the date of Commissioning of project. In Case the

Bidder is offering capacity from more than one generation source, separate PPAs need to be

executed for each such Generation source.

2.19 Submission of DPR

The detailed project report shall be submitted by the SPD at the time of financial closure. The

detailed project report shall contain executive summary, Solar PV technology overview, Solar

resource assessment and technology selection, Project description, plant & equipment design

criterion, power evacuation system & grid interaction, construction programme schedule,

permits & License required, operation & maintenance requirement, social & environment impact

assessment, risk assessment, project cost estimate & Financial analysis and conclusion.


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SECTION-3

EVALUATION CRITERIA 3.1 Bid Evaluation The evaluation process comprises the following four steps:

Step I – Completeness check

Step II – Bid Evaluation of Non-Financial Bid

Step III – Evaluation of Financial Bid

Step IV – Successful Bidder(s) selection

3.1.1. STEP I – Completeness check The Bid submitted by the Bidder shall be scrutinized to establish “Completeness”. Each Bidder’s

Bid shall be checked for compliance with the submission requirements set forth in this NIT.

Any of the following conditions shall cause the Bid to be “In –complete ”: i. Bids that are incomplete, i.e. not accompanied by any of the applicable formats inter alia

covering letter, power of attorney supported by a board resolution, applicable board

resolutions, format for disclosure, valid Bid Bond, Consortium Agreement. ii. Bid not received by the due date and time iii. Bid having Conflict of Interest iv. Bid being conditional in nature v. Bidder delaying in submission of additional information or clarifications sought by HPPC

as applicable;

vi. Non submission of Cost of Document and Bid Bond in acceptable form along with NIT

document before bid deadline;

vii. Bidder makes any misrepresentation.

3.1.2. STEP II–Evaluation of Non-Financial Bid Step II (Evaluation of Non-Financial Bid - Envelope I) will be carried out considering the

information furnished by Bidders as prescribed under Section 4 (Formats for Bid Submission).

This step would involve evaluation of the Bid of the Bidding Company/ Bidding Consortium as

per the provisions specified in Section 2 of this NIT.

3.1.3. Step III - Evaluation of Financial Bid. I. Financial Bids (Envelope II) of the Qualified Bidders shall be opened in presence of the

representatives of such Qualified Bidders, who wish to be present, as per the timelines indicated

in this NIT, or such other date as may be intimated by HPPC to the Bidders. The evaluation of Financial Bid shall be carried out based on the information furnished in

Envelope II (Financial Bid).

II. The Financial Bids submitted by the Bidders shall be scrutinized to ensure conformity with the

provisions of Clause 2.8.1 of this NIT. Any Bid not meeting any of the requirements as per


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Clause 2.8.1 of this NIT may cause the Bid to be considered “in-complete” at the sole decision

of HPPC. 3.1.4. STEP IV – Successful Bidder(s) Selection

Bids qualifying in Step III shall only be evaluated in this stage

I. The merit order for the category-I ( i.e. for the power projects ranging from 1 to 10 MW)

Category-II ( i.e. for the power projects ranging from 11 to 50 MW) & category-III (i.e. for the

power projects ranging from 51 to 150 MW) will be prepared separately.

The following procedure will be followed separately for each category:

The Bidder with the lowest Single Tariff for 25 years in its Financial Bid shall be considered

as L-I. The price discovered for per unit rate of solar power shall be generally determined based on the rates quoted by the L-1 bidder and the negotiations, if any, held with the lowest bidder. However, the negotiations will be held with remaining eligible bidders whose offered price is within Five percent (5%) of the L-I bidder. In case, the L-1 bidder refuses to further reduce his offered price and the remaining bidders come forward to offer a price better than the price offered by L-1 bidder, then the bidder offering the lowest rate would become the L-1 bidder.

II. The lowest price discovered after the above procedure will be offered to all those bidders

whose offered price is within a range of 10% of the L-I price discovered in the first instance

i.e. before negotiations subject to ceiling of Rs 6.44/kWh. III. After negotiation in each category, if the sum of quantum of power offered under all the

categories exceeds the power requirement of 150 MW, then selection will be done on the

following criteria: i) Bidders with the lowest tariff in any of the three categories will be given first priority. ii) Solar power Projects in the State of Haryana will be given second priority. iii) Thereafter, the bidder offering the maximum capacity will be given priority.

IV. At any step during the selection of Successful Bidder(s) in accordance with Clauses I to III

above, the HPPC reserves the right to increase / decrease the Requisitioned Capacity by 10%

V. The Letter(s) of Intent shall be issued to all such Successful Bidder(s) selected as per the

provisions of this Clause 3.1.4.

VI. Each Successful Bidder shall unconditionally accept the LoI along with CPG, and record on

one (1) copy of the LoI, “Accepted Unconditionally”, under the signature of the authorized

signatory of the Successful Bidder and return such copy to HPPC within 30 days of issue of

LoI.


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VII If the Successful bidder, to whom the LoI has been issued, does not fulfil any of the

conditions specified in the Clauses 2.9 & 2.12, HPPC reserves the right to annul the award

of the letter of Intent of such successful bidder.

VIII HPPC, in its own discretion, has the right to reject all Bids if the Single Quoted Tariff is not

aligned to the prevailing market prices.


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FORMATS FOR BID SUBMISSION

The following formats are required to be submitted as part of the Bid. These formats are

designed to demonstrate the Bidder’s compliance with the Qualification Requirements set forth

in Clause 2.8 of Section 2 and other Bid submission requirements specified in the NIT.

i. Format of Covering Letter (Format 4.1) ii. Formats for Power of Attorney (Format 4.2) iii. Format for the Consortium Agreement (Format 4.3) iv. Format for Qualification Requirement (Format 4.4) v. Format for Board Resolutions (Format 4.5) vi. Format for Bid Bond (Format 4.6) vii. Format for Financial Bid (Format 4.7) viii. Format for Disclosure (Format 4.8) ix. Format for Contract Performance Guarantee (Format 4.9) x. List of Banks (Format 4.10) xi. Detail of generation sources ( Format 4.11) xii. Annexure A - Technical Specification xiii. Annexure-B - Power Purchase Agreement format A Bidder may use additional sheets to submit the information for its detailed response.


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FORMAT 4.1

Format of Covering Letter (The covering letter should be on the Letter Head of the Bidding Company/Bidding partnership Firm/Bidding LLP/Bidding Sole Proprietorship/ Lead Member of the Bidding Consortium) Date:___________________ From:___________________(Insert name and address of Bidding Company/Bidding partnership Firm/Bidding LLP/Bidding Sole Proprietorship / Bidding Individual/ Lead Member of the Bidding Consortium) ____________ _____________________________ _____________________________ Tel.: _________________________ Fax:_________________________ E-mail address: ________________ To _____________________________ _____________________________ [Insert name and address of the Procurer] Sub: Bid for supply of power on long term basis through tariff based competitive bidding process under Case 1-RE bidding procedure in response to NIT dated________________ [Insert date in dd/mm/yyyy]. Dear Sir, We, the undersigned [insert name of the ‘Bidder’] having read, examined and understood in detail the NIT and NIT Documents for supply of power on long term basis through tariff based competitive bidding process for meeting the requirements of the Procurer hereby submit our Bid comprising of Financial Bid and Non-Financial Bid. 1. We give our unconditional acceptance to the NIT, dated [Insert date in dd/mm/yyyy] and NIT Documents attached thereto, issued by the Procurer, as amended. In token of our acceptance to the NIT Documents, the same have been initialed by us and enclosed to the Bid. We shall ensure that the Seller shall execute such NIT Documents as per the provisions of the NIT and provisions of such NIT Documents shall be binding on us. 2. Bid Bond We have enclosed a Bid Bond of INR (Insert Amount), in the form of bank guarantee number __________________ (Insert number of the bank guarantee) dated __________________ [Insert date of bank guarantee] as per Format 5.6 from __________________ (Insert name of bank providing Bid Bond) and valid up to__________________ in terms of Clause 2.11 of this NIT. The offered quantum of power by us is__________________ MW (Insert total capacity offered) (Details of Bid bond to be given separately in case the Bidder is offering capacity from more than one Generation Source)


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3. We have submitted our Financial Bid strictly as per Format 4.7 of this NIT, without any deviations, conditions and without mentioning any assumptions or notes for the Financial Bid in the said format. 4. Acceptance We hereby unconditionally and irrevocably agree and accept that the decision made by the Procurer in respect of any matter regarding or arising out of the NIT shall be binding on us. We hereby expressly waive any and all claims in respect of Bid process. We confirm that there are no litigations or disputes against us, which materially affect our ability to fulfill our obligations with regard to supply of power. 5. Familiarity with Relevant Indian Laws & Regulations We confirm that we have studied the provisions of the relevant Indian laws and regulations as required to enable us to submit this Bid and execute the NIT Documents, in the event of our selection as Successful Bidder. We further undertake and agree that all such factors as mentioned in Clause 1.12 of NIT have been fully examined and considered while submitting the Bid. 6. Contact Person Details of the contact person are furnished as under: Name: ______________________________ Designation: ______________________________ Company/Partnership Firm/LLP/Sole Proprietorship/ Bidding Individual:_______________ Address: ______________________________ Phone Nos.: ______________________________ Fax Nos.: ______________________________ E-mail address:______________________________ 7. We are enclosing herewith the Non-Financial Bid (Envelope I) and Financial Bid (Envelope II) containing duly signed formats, each one duly closed separately, in one (1) original + _______ [Insert number] copies (duly attested) as desired by you in the NIT for your consideration. 8. It is confirmed that our Bid is consistent with all the requirements of submission as stated in the NIT and subsequent communications from the Procurer. 9. The information submitted in our Bid is complete, strictly as per the requirements stipulated in the NIT and is correct to the best of our knowledge and understanding. We would be solely responsible for any errors or omissions in our Bid. 10. (Insert in case the Bidder is not a Trading Licensee) “We undertake that we shall not submit any bid, on the basis of the same Generation Source and quantum of power from such source as mentioned in our Bid, in any other bid process till the time of selection of Successful Bidder and issue of LOI or the termination of the process, whichever is earlier, subject to a maximum of period of one hundred and eighty (180) days from the Bid Deadline.”


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(Insert in case the Bidder is a Trading Licensee) “We undertake that we shall not submit any bid, on the basis of power purchase agreement submitted along with our Bid for the same quantum of power and Generation Source specified therein, for any other bid process till the selection of the Successful Bidder(s) and issue of LOI, or till the termination of the process, whichever is earlier, subject to a maximum of period of one hundred and eighty (180) days from the Bid Deadline. 11. (Insert in case the Bidder is a Trading Licensee) We undertake that the power purchase agreement submitted by us as part of the Non-Financial Bid is for the exclusive purpose of supplying power to the Procurer under this bid process. 12. We confirm that our Bid meets the following conditions: a. The Scheduled Delivery Date is not later than the date specified in the NIT, subject to the provisions of the PPA. b. The quantum of power offered in our Bid is equal to or greater than the Minimum Bid Capacity and is for the following offered capacity.

Generation Source Offered Capacity in MW

1 ________________MW

2 ________________MW

...

Total of all Generation Sources ________________MW

13. We confirm that the Financial Bid(s) conform(s) to all the conditions in the NIT including: a) Financial Bid(s) is/are in the prescribed Format 4.7, and is submitted duly signed by the authorized signatory. b) Financial Bid(s) is/are unconditional. 14. We confirm that all the terms and conditions of our Bid are valid for acceptance for a period of one hundred and eighty (180) days from the Bid Deadline. 15. We confirm that we have not taken any deviation so as to be deemed non-responsive with respect to the provisions stipulated in this NIT. 16. We have neither made any statement nor provided any information in this Bid, which to the best of our knowledge is materially inaccurate or misleading. Further, all the confirmations, declarations and representations made in our Bid are true and accurate. In case this is found to be incorrect after our selection as Successful Bidder, we agree that the same would be treated as a Seller’s event of default under PPA, and consequent provisions of PPA shall apply.


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Dated the ____ day of _________ , 2015 Thanking you, We remain, Yours faithfully, ____________________________________


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FORMAT 4.2

Format for Power of Attorney to be provided by each of the other members of the Consortium

in favor of the Lead Member

POWER OF ATTORNEY

(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of

execution.)

KNOW ALL MEN BY THESE PRESENTS THAT M/s__________________ having its registered

office at __________________ and M/s__________________ having its registered office

at__________________, (Insert names and registered offices of all Members of the Consortium) the

Members of Consortium have formed a Bidding Consortium named __________________ (insert

name of the Consortium) (hereinafter called the ‘Consortium’) vide Consortium Agreement dated

and having agreed to appoint M/s__________________ as the Lead Member of the said Consortium

do hereby constitute, nominate and appoint [M/s__________________ a company incorporated

under the laws of __________________/ a partnership firm registered under _____________ / a LLP

registered under_____________ ] and having its Registered /Head Office at _____________ as our

duly constituted lawful Attorney (hereinafter called as Lead Member) to exercise all or any of the

powers for and on behalf of the Consortium in regard to submission of the Bid and if required,

submission of Bid against NIT (in the event selected as the qualified Bidder). We also authorize the

said Lead Member to undertake the following acts

i) To submit Bid on behalf of Consortium Members.

ii) To do any other act or submit any information and document related to the above Bid.

It is expressly understood that in the event of the Consortium being selected as Successful Bidder,

this Power of Attorney shall remain valid, binding and irrevocable until the Bidding Consortium

achieves execution of PPA.

We as the Member of the Consortium agree and undertake to ratify and confirm all whatsoever the

said Attorney/Lead Member has done on behalf of the Consortium Members pursuant to this Power

of Attorney and the same shall bind us and deemed to have been done by us.

IN WITNESS WHEREOF M/s , as the Member of the Consortium have executed these presents on

this__________________ day of __________________ under the Common Seal of our company.

For and on behalf of Consortium Member M/s__________________

____________________________

(Signature, Name and Designation of Person authorized by the board in case the bidder is a Company

/ Partners in case of Partnership Firm/LLP as per Clause 1.10.1 IV-b

Name:____________________

Designation:________________

Place: ____________________

Date:_____________________

Accepted

_________________________


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(Signature, Name, Designation and Address of the person authorized by the board in case the bidder

is a Company / Partners in case of Partnership Firm/LLP of the Lead Member as per Clause 1.10.1

IV-a

Attested

_____________________

(Signature of the executant)

_____________________

(Signature & stamp of Notary of the place of execution)

Place: ________________

Date: _________________


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FORMAT 4.3

Format for the Consortium Agreement (To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of

execution, duly signed on each page. Foreign entities submitting Bid are required to follow the

applicable law in their country)

FORM OF CONSORTIUM AGREEMENT BETWEEN M/S_____________________,

M/S_____________________,

M/S_____________________ AND M/S_________________

FOR (_____________________________________________)

AS PER CLAUSE 1.13.2

THIS Consortium Agreement (hereinafter referred to as “Agreement”) executed on this ______________ day______________ of ______________ 2015 between [M/s______________ a company incorporated under the laws of __________________/ a partnership firm registered under _____________ / a LLP registered under_____________/ Sole proprietor/Individual] and having its Registered Office at _____________ (hereinafter called the "Party 1”, which expression shall include its successors, executors and permitted assigns), [a company incorporated under the laws of __________________/ a partnership firm registered under _____________ / a LLP registered under_____________ / Sole proprietor/Individual] and having its Registered Office at _____________ (hereinafter called the "Party 2”, which expression shall include its successors, executors and permitted assigns) and [a company incorporated under the laws of __________________/ a partnership firm registered under _____________ / a LLP registered under_____________ /Sole proprietor/Individual] and having its Registered Office at______________ (hereinafter called the "Party n", which expression shall include its successors, executors and permitted assigns) (The Bidding Consortium should list the name, address of its registered office and other details of all the Consortium Members) for the purpose of submitting the Bid in response to the NIT and in the event of selection as Successful Bidder to comply with the requirements as specified in the NIT and ensure execution of the NIT Documents as may be required to be entered into with the [Insert “Procurer” as applicable]. Party 1, Party 2, and Party n are hereinafter collectively referred to as the “Parties” and individually as a “Party”. WHEREAS the______________ [Insert “Procurer” as applicable] desired to procure power on long term basis through tariff based competitive bidding process. WHEREAS, the [Insert “Procurer” as applicable] had invited Bids, vide NIT dated ______________ [Insert date] issued to [Insert the name of purchaser of NIT] AND WHEREAS Clause 1.13.2 of the NIT stipulates that the Bidders qualifying on the strength of a Bidding Consortium shall submit a legally enforceable Consortium Agreement in a format specified in the NIT, whereby the Consortium Members undertake to be liable for their respective equity investment commitment for the formation of a Project Company and undertake to submit the Contract Performance Guarantee as required as per the provisions of the NIT, as specified herein.


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NOW THEREFORE, THIS INDENTURE WITNESSTH AS UNDER: In consideration of the above premises and agreement all the parties in this Consortium do hereby mutually agree as follows: 1. In consideration of the selection of the Consortium as the Successful Bidder by the ______________ [Insert “Procurer” as applicable], we the Members of the Consortium and Parties to the Consortium Agreement do hereby unequivocally agree that M/s______________ (Insert name of the Lead Member), shall act as the Lead Member as defined in the NIT for self and agent for and on behalf of______________ (the names of all the other Members of the Consortium to be filled in here). 2. The Lead Member is hereby authorized by the Members of Consortium and Parties to the Consortium Agreement to bind the Consortium and receive instructions for and on behalf of all Members. 3. The Lead Member shall be liable and responsible for ensuring the individual and collective commitment of each of the Members of the Consortium in discharging all their respective equity obligations. Each Consortium Member further undertakes to be individually liable for the performance of its part of the obligations without in any way limiting the scope of collective liability envisaged in this Agreement. 4. (Insert as applicable) The Consortium shall be responsible to incorporate a Project Company as a legal entity as per the provisions of the NIT, within Thirty (30) days of issue of LOI provided such a Project Company has not been incorporated by the Bidder prior to the submission of the Bid. OR The Consortium has incorporated a Project Company by the name ______________ (Insert name of the Project Company) to undertake the responsibilities and obligations for supply of power as per the provisions of the NIT Documents. The percentage of equity holding of each Member of the Consortium in the Project Company shall be / is as follows:

Name Percentage of equity holding in the Project Company

Consortium Member1 ______________

.... ______________

Consortium Member n ______________

Total Equity/ in the Project 100%

(Note: The percentage equity holding/ for any Consortium Member in the Project cannot be

Zero in the above table.) [If the Bidder is offering capacity from different sources, the above table has to be filled in separately

for each Generation Source.]


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5. In case of any breach of any of the equity holding as specified under clause 4 above by any of the

Consortium Members for the formation of the Project Company, the Lead Member shall be liable to

meet the equity holding obligation. 6. Except as specified in the Agreement, it is agreed that sharing of responsibilities as aforesaid and

equity investment obligations thereto shall not in any way be a limitation of responsibility of the Lead

Member under these presents.

7. It is further specifically agreed that the financial liability for equity contribution) of Lead Member

shall, not be limited in any way so as to restrict or limit its liabilities. The Lead Member shall be

liable irrespective of their scope of work or financial commitments.

8. This Consortium Agreement shall be construed and interpreted in accordance with the Laws of

India and courts at [Procurer to insert relevant name of place] alone shall have the exclusive

jurisdiction in all matters relating thereto and arising there under.

9. It is hereby agreed that the Lead Member shall furnish the Bid Bond, as stipulated in the NIT, on

behalf of the Consortium.

10. It is hereby agreed that in case of selection of Bidding Consortium as the Successful Bidder, the

Parties to this Consortium Agreement do hereby agree that they shall furnish the Contract

Performance Guarantee (CPG) on behalf of the Seller in favor of the Procurer, as stipulated in the

NIT and PPA. The Lead Member shall be responsible for ensuring the submission of the CPG on

behalf of all the Consortium Members.

11. It is further expressly agreed that the Consortium Agreement shall be irrevocable and, for the

Successful Bidder, shall remain valid over the term of the PPA, unless expressly agreed to the

contrary by the Procurer.

12. The Lead Member is authorized and shall be fully responsible for the accuracy and veracity of

the representations and information submitted by the Consortium Members respectively from time to

time in response to the NIT for the purposes of the Bid.

13. It is expressly understood and agreed between the Members that the responsibilities and

obligations of each of the Members shall be as delineated as annexed hereto as Annexure-I forming

integral part of this Agreement. It is further agreed by the Members that the above sharing of

responsibilities and obligations shall not in any way be a limitation of joint and several

responsibilities and liabilities of the Members, with regards to all matters relating to the supply of

power envisaged in the NIT Documents.

14. It is clearly agreed that the Lead Member shall ensure performance under the agreements and if

one or more Consortium Members fail to perform its /their respective obligations under the

agreement(s), the same shall be deemed to be a default by all the Consortium Members.

15. It is hereby expressly agreed between the Parties to this Consortium Agreement that neither Party

shall assign or delegate its rights, duties or obligations under this Agreement except with prior

written consent of the Procurer.


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This Consortium Agreement

(a) has been duly executed and delivered on behalf of each Party hereto and constitutes the legal,

valid, binding and enforceable obligation of each such Party,

(b) sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof;

(c) may not be amended or modified except in writing signed by each of the Parties and with prior

written consent of Procurer:

IN WITNESS WHEREOF, the Parties to the Consortium Agreement have, through their authorized

representatives, executed these presents and affixed common seals in case of a Company/seal in case

of Partnership firm/LLP of their respective companies on the Day, Month and Year first mentioned

above.

Common Seal (if company) / Seal (if

Partnership firm/LLP) of______________

in my own presence pursuant to the (board

of director’s resolution in case of

Company/affidavit in case of Partnership

Firm/Sole Proprietor/Individual/resolution

in case of LLP) dated

_______________________________

For and on behalf of Consortium Member

(party 1) M/s

_____________________________.

________________________________

(Signature)

________________________________

(Signature)

Name: __________________________ Name: __________________________

Designation:______________________ Designation:______________________

Place:___________________________

Date:____________________________

Witness: 1.

________________________________

(Signature)

Name: __________________________

Designation:______________________

2.

________________________________

(Signature)

Name: __________________________

Designation:______________________


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Common Seal (if company) /Seal (if

Partnership firm/LLP) of______________

in my own presence pursuant to the (board

of director’s resolution in case of Company

/affidavit in case of Partnership Firm Sole

Proprietor/Individual /resolution in case of LLP) dated

________________________________

(Signature)

Name: __________________________

Designation:______________________

For and on behalf of Consortium Member

(party 1) M/s

_____________________________. ________________________________

(Signature)

________________________________

(Signature)

Name: __________________________ Name: __________________________

Designation:______________________ Designation:______________________

Place:___________________________

Date:____________________________

Witness: 1.

________________________________

(Signature)

Name: __________________________

Designation:______________________

2.

________________________________

(Signature)

Name: __________________________

Designation:______________________

Attested:

________________________________

(Signature)

(Notary Public)

Place: __________________________

Date:___________________________

Attested:

_______________________________

_

(Signature)

(Notary Public)

Place: __________________________

Date:___________________________


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FORMAT 4.4

FORMAT FOR QUALIFICATION REQUIREMENT

A. FINANCIAL CRITEIRA

NETWORTH [on the letter head]

To, __________________ [Insert name and address of Procurer]

Dear Sir,

Sub: Bid for procurement of power on long term basis through tariff based competitive

bidding process in response to the NIT dated __________________ [Procurer to insert date].

We submit our Bid / Bids for the total capacity of __________________ MW [Insert total offered

capacity in MW; for Bids from multiple Generation Source, mention sum total of offered capacity

across all offers] for which we submit details of our Qualification Requirements.

Generation source Offered Capacity in MW

1 __________________ MW

2 __________________ MW

...

Total of all Generation sources __________________ MW

[Note: Applicable in case of Bidding Company/Bidding Partnership Firm/Bidding

LLP/Bidding Sole Proprietorship/Bidding Individuals

We certify that the (Bidding Company/Bidding Partnership Firm/Bidding LLP/Bidding Sole Proprietorship/Bidding Individuals) had a minimum Networth of INR__________________ Crore (Rupees Crore) or equivalent US$ based on unconsolidated audited annual accounts of any of the last three (3) financial years __________________ [indicate last three financial years]. This Networth has been calculated in accordance with instructions provided in clause 2.1.2.1 of the NIT. For the above calculations, we have considered the Networth by the (Bidding Company/Bidding Partnership Firm/Bidding LLP/ Bidding Sole Proprietorship/Bidding Individuals/ or its Parent/ Affiliates) for the financial year__________________ as per following details:

Name of Company Relationship with (Bidding

Company/Bidding Partnership

firm/Bidding LLP/ Bidding Sole

Proprietorship/Bidding Individuals *)

Networth

(Rs. Crore)#

Financial

Year

1

2

3

....

Total Networth


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*The column for “Relationship with Bidding Company/Bidding Partnership Firm/Bidding LLP” is to

be filled only in case the financial capability of Parent/Affiliate has been used for meeting

Qualification Requirements. Further, documentary evidence to establish the relationship as on seven

(7) days prior to the Bid Deadline, duly certified by the (Company Secretary/ Statutory Auditor in

case the bidder is a Company / Chartered Accountant certifying / auditing the accounts in case of

Partnership Firm/ Sole Proprietorship/Bidding Individual /Auditor appointed as per LLP rules 2009

in case of LLP) is required to be attached with the format.

#In case a Bidder offers capacity from more than one Generation Source, the Networth shall be

computed and evaluated on the basis of the sum total of the capacities offered by the Bidder.

[Note: Applicable in case of Bidding Consortium]

(To be filled by each Member in a Bidding Consortium separately)

i. Name of Member:

ii. Total Networth requirement: Rs. _____________ Crores

iii. Percentage of (equity investment) by the Member_____________ %

iv. Networth requirement for the Member: INR _____________ Crores.

Generation Source: _____________

Networth Requirement to be met collectively by all Members Rs._____________ Crore

(Commitment (%) * Rs. [ ] Crore)

For the above calculations, we have considered Networth by Member in Bidding Consortium

and/ or Parent/ Affiliate for financial year _____________ as per following details:

Name of

Consortium

Member

Name of /

Parent/ Ultimate

Parent/

Affiliate/ whose

networth is to be

considered

Relationship

with (Bidding

Company/Partn

ership

Firm/LLP/Sole

Proprietorship

or Member of

Consortium)*

(if any)

Financial Year

to be

Considered for

Net Worth of

the Respective

(Company /

Partnership

Firm / LLP/

Sole

Proprietorship )

Net Worth (in

Rs. Crore) of

The Consortium

Member

(Company /

Partnership

Firm / LLP/

Sole

Proprietorship)

**

Committed Net

Worth (in Rs.

Crore)

Total


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* The column for “Relationship with Bidding Company/Partnership Firm/LLP/Sole

Proprietorship/Individual or Member of the Consortium” is to be filled only in case the financial

capability of Parent/Affiliate has been used for meeting Qualification Requirements. Further,

documentary evidence to establish the relationship, duly certified by the company secretary/chartered

accountant is required to be attached with the format. Further, documentary evidence to establish the

relationship as on seven (7) days prior to the Bid Deadline, duly certified by the Company Secretary/

Statutory Auditor in case the bidder is a Company/Chartered Accountant certifying and auditing the

accounts in case of Partnership Firm/Auditor appointed as per LLP rules 2009 in case of LLP is

required to be attached with the format.

**Networth requirement to be met by a Consortium shall be satisfied collectively by all the Members

of the Consortium and in case of more than one Financial Bid submitted by the Bidding Consortium,

the Networth shall be computed and evaluated on the basis of the sum total of the capacities offered

by the Bidder in its Financial Bids.

[If a Bidder is offering capacity from different sources, the above table has to be filled in separately

for each Generation Source.]

Yours faithfully

______________

_______________

(Signature & Name of the person Authorized by the

board (in case of company)/partners(in case of

Partnership Firm/LLP))/Proprietor ( in case of Sole

Proprietorship)/Individual

Date:

Note:

(Signature and Stamp of Auditor*)

Along with the above format, in a separate sheet, provide details of computation of Networth duly

certified by Statutory Auditor.

*“Auditor” shall be read as Statutory Auditor in case of a Company / Chartered Accountant

certifying and auditing accounts in case of Partnership Firm/Sole Proprietorship/Individual / Auditor

appointed under LLP rules, 2009 in case of LLP.


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Format 4.4 (B): Qualification Requirement – Technical (This format should be on the Letter Head of the Bidding Company/ Partnership Firm/LLP/Sole

Proprietorship or Lead Member of the Bidding Consortium)

To, Chief Engineer (HPPC), Shakti Bhawan Sector 6 Panchkula, Haryana Tel No. Tele Fax No. Website: E-mail :

Dear Sir, Sub: Response to NIT for “Selection of Developer(s) for procurement of 150 MW solar

power for long term from Grid Connected Solar PV Power Project through tariff based

competitive bidding process dated 26.05.2015

We hereby submit following details/documents in support of meeting the Qualification

Requirements prescribed in Clause 2.8.2.

Type of Company The Bidder should be a Company (Bidding Company) or Partnership firm or a Consortium of

Companies (Bidding Consortium) with one of the Company acting as the Lead Member of the

Bidding Consortium. Short listing of Bidders will be based on meeting the Qualification

Requirement as specified below:-

i. The Bidder should be a company, as defined in the Electricity Act, 2003 and incorporated

under the Company's Act, 2013 and is eligible on standalone basis or as a part of the bidding

consortium.

or Partnership Firm registered under Partnership Act 1932.

or A foreign company on standalone basis or as a part of the bidding consortium. But before

signing of PPA it has to form an Indian Company registered under the Company Act, 2013;

or

LLP registered as per LLP Act 2008 or any sole proprietorship or any individual.

ii. Companies short listed in NIT can also execute the project through a Special Purpose

Vehicle (SPV). However the SPV has to be formed before signing of PPA. The bidder is required to undertake to furnish evidence of meeting the above eligibility criteria in

line with provisions of Clause 2.15 under the title “Financial Closure”.

1. In case of Proposed power project, the bidder shall submit the detail/documents in


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support of meeting the qualification requirement prescribed in clause 2.8.

2. In case the bidder is a trading license, the bidder shall ensure that entity developing the

power station has met the qualification criterion as indicated above and the bidder shall submit

documentary evidence regarding the same in its bid (enclosed copy attested by the authorized

signatory of the bidder & copy of exclusive PPA executive trading license with a supplier of

power).

3. In case of existing power station: documentary evidence regarding commissioning of

power station & available surplus capacity equivalent to the capacity offered in our bid

Yours faithfully

By the Signature and Stamp of

Statutory Auditor in case of

company/Chartered Accountant in

case of Partnership firm)

[Signature & Name of the person Authorized by the

(board in case of company/

Partners in case of partnership firm)] Date:


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Format 4.4 (C): Qualification Requirement – Consents, Clearances and Permits (This format should be on the Letter Head of the Bidding Company/ Partnership firm/ Lead

Member of the Bidding Consortium)

To, Chief Engineer( HPPC),

Panchkula

Dear Sir, Sub: Response to NIT for “Selection of Developer(s) for procurement of 150MW solar

power for long term from Grid Connected Solar PV Power Project through tariff based

competitive bidding process dated 26.05.2015

We hereby submit following details/documents in support of meeting the Qualification

Requirements prescribed in Clause 2.8.3.

1. LAND (Requirement of land would be considered as indicated in the proposal filed with the

competent authority for according No Objection Certificate (NOC) for the Project):

In case of land to be acquired under the Land Acquisition Act 1894 or its equivalent - We

declare that the total land, as indicated in the application filed with the competent authority for

according No Objection Certificate, is being acquired under the Land Acquisition Act 1894 and

copy of notification issued for such land under Section 6 of the Land Acquisition Act, 1894 is

enclosed. In all other cases - We declare that the total land, as indicated in the application filed with the

competent authority for according No Objection Certificate, has been allotted and is in

possession and the certificate by concerned and competent revenue / registration authority for

allotment of the land is enclosed.

In case of non-availability of land – We declare that the documentary evidence will be

produced by us for the availability of land at the time financial closure and will provide evidence

that the requisite technical criteria have been fulfilled and required land for project development

@ 1.5 Hectares/MW( or as per the requirement of the project) is under clear possession of the

project developer.

2. Grid Connectivity

a) After selection as successful Bidder, we will approach to Discom / Transco for

providing connectivity for our solar PV power project of … MW proposed to be

located at ______ [Insert location of the Project in terms of District and state] with the

State grid at appropriate voltage level. b) We confirm that the location of our plant will be technically feasible for the

connectivity of our plant with the State grid from the Discom / Transco Substation.

3. Technology The bidder shall deploy commercially successful and operational technology where in there is


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atleast one project successfully operational of the proposed technology for atleast one year

before the last date of submission of bid, anywhere in the world. The bidder is required to

furnish evidence of meeting the above eligibility criterion for technology usage before financial

closure. The detail of the technology used/to be used is enclosed and as per the standards as

mentioned in Annexure A.

.

Yours faithfully

By the Signature and Stamp of

Statutory Auditor in case of

company/Chartered Accountant in

case of Partnership firm)

[Signature & Name of the person Authorized by the

(board in case of company/

Partners in case of partnership firm)] Date:


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FORMAT 4.5(A)

Format for Board Resolution in case of Bidder being a Company (Format for the Board resolution to be passed)

The Board, after discussion, at the duly convened Meeting on ______________ (Insert date), with the consent of all the Directors present and in compliance of the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956), passed the following Resolution:

1. RESOLVED THAT Mr/Ms______________, be and is hereby authorized to do on our behalf, all such acts, deeds and things necessary in connection with or incidental to our Bid for "Procurement of 300 MW on long term basis from Solar Energy Source by the Procurer” in the country of India, including signing and submission of all documents and providing information / Bid to ______________ [insert name of the Procurer], representing us in all matters before ______________ [insert name of the Procurer], and generally dealing with ______________ [insert name of the Procurer]in all matters in connection with our bid for the said Project. (To be provided by the Bidding Company or the Lead Member of the Consortium) 2. FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) and compliance thereof and as permitted under the Memorandum and Articles of Association of the company, approval of the Board be and is hereby accorded to invest total equity in the Project. (To be provided by the Bidding Company)

[Note: In the event the Bidder is a Bidding Consortium, in place of the above resolution at Sl. No. 2, the following resolutions are to be provided] FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) and compliance thereof and as permitted under the Memorandum and Articles of Association of the company, approval of the Board be and is hereby accorded to invest (______________ %) equity [Insert the % equity commitment as specified in Consortium Agreement] in the Project. (To be provided by the each Member of the Bidding Consortium including Lead Member) FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to participate in consortium with M/s ______________ [Insert the name of other Members in the Consortium] and Mr/Ms______________, be and is hereby authorized to execute the Consortium Agreement. Further, the NIT and NIT Project Documents have been read, examined and understood and also the Bid has been reviewed and each element of the Bid is agreed to. (To be provided by the each Member of the Bidding Consortium including Lead Member) FURTHER RESOLVED THAT Mr/Ms ______________, be and is hereby authorized to execute the Power of Attorney in favour of the Lead Member. (To be provided by the each Member of the Bidding Consortium except the Lead Member) AND FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to contribute such additional amount over and above the percentage limit (specified for the Lead Member in


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the Consortium Agreement) to the extent becoming necessary towards the total equity share in the Project, obligatory on the part of the Consortium pursuant to the terms and conditions contained in the Consortium Agreement dated executed by the Consortium as per the provisions of the NIT. (To be passed by the Lead Member of the Bidding Consortium)

3. FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to M/s. ____________ (Insert name of Bidding Company/ Consortium Member(s)) to use our financial capability for meeting the Qualification Requirements for "Procurement of 300 MW on long term from Solar Energy Sources by the Procurer” and confirm that all the equity investment obligations of M/s (Insert Name of Bidding Company/ Consortium Member(s)), shall be deemed to be our equity investment obligations and in the event of any default the same shall be met by us. We have noted the amount of the Contract Performance Guarantee required to be submitted as per Clause 2.13 of the NIT and confirm that in the event of failure by ---- M/s (Insert Name of Bidding Company/ Consortium Member(s)) to submit the Contract Performance Guarantee, we shall submit the Contract Performance Guarantee. (To be passed by the Parent/Affiliate(s) whose financial credentials have been used.)

Certified true copy ______________ (Signature, Name and stamp of Company Secretary/Director) Notes:

This certified true copy should be submitted on the letterhead of the Company, signed by the Company Secretary/Director.

Memorandum and Articles of Association of the Bidder and its Parent/Affiliate(s) whose credentials have been used should be submitted.

The contents of the format may be suitably re-worded indicating the identity of the entity passing the resolution.

This format may be modified only to the limited extent required to comply with the local regulations and laws applicable to a foreign entity submitting this resolution. For example, reference to Companies Act, 2013 (erstwhile Companies Act, 1956)may be suitably modified to refer to the law applicable to the entity submitting the resolution. However, in such case, the foreign entity shall submit an unqualified opinion issued by the legal counsel of such foreign entity, stating that the Board resolutions are in compliance with the applicable laws of the respective jurisdictions of the issuing company and the authorizations granted therein are true and valid.


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FORMAT 4.5 B1

(B1) Format for Affidavit in case the bidder or any of the members of the consortium being a Partnership Firm / Sole Proprietorship/Individual) [On non-judicial stamp paper of appropriate value] AFFIDAVIT I, ________________ son of ________________ residing at ________________ do solelmly affirm that I shall invest in the equity in the Project equal to ________________% requirement of the Project as per the terms of the NIT. ____________________________ Signature of Authorized Signatory/Proprietor/Individual Verified at ________________on this ________________day ________________that the contents of the above affidavit are true and to the best of my knowledge and no part of it is false and nothing material has been concealed there from. _____________________________ Signature of Authorised Signatory/Proprietor/Individual _____________________________ (Signature of Notary Public) Place: ________________ Date: ________________ [Note: In case of consortium; this format shall be provided by all the members (applicable for partners of Partnership Firms)]


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FORMAT 4.5 B2

B2) Format to be submitted if the bidder is a Partnership Firm or a member of consortium being a Partnership firm The Partners , after discussion, at the duly convened Meeting on ______________ (Insert date), with the consent of all the Partners present: 1. Authorise Mr/Ms______________, to do on our behalf, all such acts, deeds and things necessary in connection with or incidental to our Bid for "Procurement of 300 MW on long term basis from Solar Energy Source by the Procurer” in the country of India, including signing and submission of all documents and providing information / Bid to ______________ [insert name of the Procurer], representing us in all matters before ______________ [insert name of the Procurer], and generally dealing with ______________ [insert name of the Procurer]in all matters in connection with our bid for the said Project. 2. Pursuant to the provisions of the Partnership Deed approve hereby to invest total equity in the Project. [Note: In the event the Bidder is a Bidding Consortium or a member of Bidding Consortium, in place of the above point at Sl. No. 2, the following resolutions are to be provided] Pursuant to the provisions of the Partnership Deed, approval of the Partners be and is hereby accorded to invest (______________ %) equity [Insert the % equity Investment as specified in Consortium Agreement] in the Project. (To be provided by the each Member of the Bidding Consortium including Lead Member) Approve to participate in consortium with M/s ______________ [Insert the name of other Members in the Consortium] and Mr/Ms______________, be and is hereby authorized to execute the Consortium Agreement. Further, the NIT and NIT Project Documents have been read, examined and understood and also the Bid has been reviewed and each element of the Bid is agreed to. (To be provided by the each Member of the Bidding Consortium including Lead Member) Authorise Mr/Ms ______________, to execute the Power of Attorney in favour of the Lead Member. (To be provided by the each Member of the Bidding Consortium except the Lead Member) And Approve to contribute such additional amount over and above the percentage limit (specified for the Lead Member in the Consortium Agreement) to the extent becoming necessary towards the total equity share in the Project, obligatory on the part of the Consortium pursuant to the terms and conditions contained in the Consortium Agreement dated executed by the Consortium as per the provisions of the NIT. (To be passed by the Lead Member of the Bidding Consortium) Approve M/s. ____________ (Insert name of Bidding Company/ Consortium Member(s)) to use our financial capability for meeting the Qualification Requirements for "Procurement of 300 MW on long term from Solar Energy Sources by the Procurer” and confirm that all the equity


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investment obligations of M/s (Insert Name of Bidding Partnership Firm/ Consortium Member(s)), shall be deemed to be our equity investment obligations and in the event of any default the same shall be met by us. We have noted the amount of the Contract Performance Guarantee required to be submitted as per Clause 2.13 of the NIT and confirm that in the event of failure by ---- M/s (Insert Name of Bidding Partnership Firm/ Consortium Member(s)) to submit the Contract Performance Guarantee, we shall submit the Contract Performance Guarantee. (To be passed by the Parent/Affiliate(s) whose financial credentials have been used.) Certified true copy ______________ (Signature, Name and seal of all Partners ) Notes:

This certified true copy should be submitted on the letterhead of the Partnership Firm, signed by the Partners.

Partnership Deed of the Bidder and its Parent/Affiliate(s) whose credentials have been used should be submitted.


This format may be modified only to the limited extent required to comply with the local regulations and laws applicable to a foreign entity submitting this format.


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FORMAT 4.5 C

(C) Format for Resolution in case of Bidder or any of the Members being a LLP (Format for the Board resolution to be passed) The Partners, after discussion, at the duly convened Meeting on ______________ (Insert date), with the consent of all the Partners present and in compliance of the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956), passed the following Resolution: 1. RESOLVED THAT Mr/Ms______________, be and is hereby authorized to do on our behalf, all such acts, deeds and things necessary in connection with or incidental to our Bid for "Procurement of 150 MW Solar Power” in the country of India, including signing and submission of all documents and providing information / Bid to ______________ [insert name of the Procurer], representing us in all matters before ______________ [insert name of the Procurer], and generally dealing with ______________ [insert name of the Procurer] in all matters in connection with our bid for the said Project. (To be provided by the Bidding LLP or the Lead Member of the Consortium) 2. FURTHER RESOLVED THAT pursuant to the provisions of the LLP Act, 2008 and compliance thereof and as permitted by the LLP agreement and approved by Partners be and is hereby accorded to invest total equity in the Project. (To be provided by the Bidding LLP). [Note: In the event the Bidder is a Bidding Consortium, in place of the above resolution at Sl. No. 2, the following resolutions are to be provided] FURTHER RESOLVED THAT pursuant to the provisions of the LLP Act, 2008 and compliance thereof and permitted by the LLP agreement and approved by Partners of LLP and approval of the Partners be and is hereby accorded to invest (______________ %) equity [Insert the % equity commitment as specified in Consortium Agreement] in the Project. (To be provided by the each Member of the Bidding Consortium including Lead Member) FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to participate in consortium with M/s ______________ [Insert the name of other Members in the Consortium] and Mr/Ms______________, be and is hereby authorized to execute the Consortium Agreement. Further, the NIT and NIT Project Documents have been read, examined and understood and also the Bid has been reviewed and each element of the Bid is agreed to. (To be provided by the each Member of the Bidding Consortium including Lead Member) FURTHER RESOLVED THAT Mr/Ms ______________, be and is hereby authorized to execute the Power of Attorney in favour of the Lead Member. (To be provided by the each Member of the Bidding Consortium except the Lead Member) And FURTHER RESOLVED THAT approval of the Partners be and is hereby accorded to contribute such additional amount over and above the percentage limit (specified for the NIT for procurement of 150 MW Solar power for long term) Lead Member in the Consortium Agreement) to the extent becoming necessary towards the total equity share in the Project, obligatory on the part of the Consortium pursuant to the terms and conditions contained in the Consortium Agreement dated executed by the Consortium as per the provisions of the NIT. (To be passed by the Lead Member of the Bidding Consortium)


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3. FURTHER RESOLVED THAT approval of the Partners be and is hereby accorded to M/s.____________(Insert name of Bidding LLP/ Consortium Member(s)) to use our financial capability for meeting the Qualification Requirements for "Procurement of 150 MW on long term from Solar Energy Sources by the Procurer” and confirm that all the equity investment obligations of M/s (Insert Name of Bidding LLP/ Consortium Member(s)), shall be deemed to be our equity investment obligations and in the event of any default the same shall be met by us. We have noted the amount of the Contract Performance Guarantee required to be submitted as per Clause 2.12 of the NIT and confirm that in the event of failure by M/s ______________ (Insert Name of Bidding LLP/ Consortium Member(s)) to submit the Contract Performance Guarantee, we shall submit the Contract Performance Guarantee. (To be passed by the Parent/Affiliate(s) whose financial credentials have been used) Certified true copy ______________ (Signature, Name and stamp of Partners) Notes:

This certified true copy should be submitted on the letterhead of the Company, signed by the Auditor appointed under LLP Rules, 2009

LLP agreement of the Bidder and its Parent/Affiliate(s) whose credentials have been used should be submitted.


This format may be modified only to the limited extent required to comply with the local

regulations and laws applicable to a foreign entity submitting this resolution. However, in such

case, the foreign entity shall submit an unqualified opinion issued by the legal counsel of such

foreign entity, stating that the resolutions are in compliance with the applicable laws of the

respective jurisdictions of the issuing company and the authorizations granted therein are true

and valid.


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Format 4.6: Bid Bond

FORMAT OF THE UNCONDITIONAL AND IRREVOCABLE BANK GUARANTEE FOR BID

BOND (To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of

execution. Foreign entities submitting Bids are required to follow the applicable law in their country.) In consideration of the ……………. (Insert name of the Bidder) submitting the Bid inter alia for

Response to NIT for “Selection of Bidder(s) for Procurement of 150 MW Power from Grid

Connect Solar PV Power Projects through Tariff Based Competitive Bidding Process” for

meeting the requirements of HPPC in response to the NIT dated……….[Insert date of NIT] issued by

HPPC (hereinafter referred to as HPPC / Procurer(s)) and such HPPC agreeing to consider the Bid

of ……… [Insert the name of the Bidder] as per the terms of the NIT, the ……………………… (Insert name and address of the bank issuing the Bid Bond, and address of the

head office) (here in after referred to as “Guarantor Bank”) hereby agrees unequivocally, irrevocably

and unconditionally to pay to HPPC or its authorized representative at Uttar Haryana Bijli Vitran

Nigam Limited, Vidyut Sadan, Panchkula, Haryana forthwith on demand in writing from HPPC or any

representative authorized by it in this behalf an amount not exceeding Rupees ………………

(Rs………….…….) only [Insert amount not less than as calculated (i.e. Rs. 10 Lakh/MW) as per

Clause 2.11 of NIT], on behalf of M/s. ………………………..[Insert name of the Bidder]. This guarantee shall be valid and binding on the Guarantor Bank up to and including ……………… (Insert date of validity of Bid Bond in accordance with Clause 2.11 of this NIT) and

shall not be terminable by notice or any change in the constitution of the Guarantor Bank or by any

other reasons whatsoever and our liability hereunder shall not be impaired or discharged by any

extension of time or variations or alternations made, given, or agreed with or without our knowledge

or consent, by or between concerned parties.

Our liability under this Guarantee is restricted to Rupees …………………….. (Rs…………….) only.

Our Guarantee shall remain in force until …………………….. [Date to be inserted by HPPC] or its

authorized representative shall be entitled to invoke this Guarantee until ……………………….. [Insert Date, which is Thirty days (30) days after the date in the preceding

sentence].

The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the

written demand from HPPC or its authorized representative, made in any format, raised at the above

mentioned address of the Guarantor Bank, in order to make the said payment to UHBVN or its

authorized representative.

The Guarantor Bank shall make payment hereunder on first demand without restriction or conditions

and notwithstanding any objection, disputes, or disparities raised by the Bidder or any other person.

The Guarantor Bank shall not require HPPC or its authorized representative to justify the invocation

of this BANK GUARANTEE, nor shall the Guarantor Bank have any recourse against HPPC or its

authorized representative in respect of any payment made hereunder.

This BANK GUARANTEE shall be interpreted in accordance with the laws of India and the courts at

Panchkula shall have exclusive jurisdiction.


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The Guarantor Bank represents that this BANK GUARANTEE has been established in such form

and with such content that it is fully enforceable in accordance with its terms as against the

Guarantor Bank in the manner provided herein. This BANK GUARANTEE shall not be affected in any manner by reason of merger, amalgamation,

restructuring, liquidation, winding up, dissolution or any other change in the constitution of the

Guarantor Bank.

This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and accordingly,

UHBVN or its authorized representative shall not be obliged before enforcing this BANK

GUARANTEE to take any action in any court or arbitral proceedings against the Bidder, to make any

claim against or any demand on the Bidder or to give any notice to the Bidder to enforce any security

held by HPPC or its authorized representative or to exercise, levy or enforce any distress, diligence

or other process against the Bidder. The Guarantor Bank acknowledges that this BANK GUARANTEE is not personal to the HPPC /

Procurer(s) and may be assigned, in whole or in part, (whether absolutely or by way of security)by

the UHBVN to any entity to whom it is entitled to assign its rights and obligations under the NIT

Documents.

The Guarantor Bank hereby agrees and acknowledges that HPPC shall have a right to invoke this

Bank Guarantee either in part or in full, as it may deem fit. Notwithstanding anything contained hereinabove, our liability under this Guarantee is restricted to

Rs(in words) .……………………………….. (Rs ……………… only) and it shall remain in force

until……………………….. [Date to be inserted on the basis of Clause 2.11 of NIT], with an additional

claim period of thirty (30) days thereafter. We are liable to pay the guaranteed amount or any part

thereof under this BANK GUARANTEE only if HPPC or its authorized representative serves upon us

a written claim or demand.

In witness whereof the Bank, through its authorized officer, has set its hand and stamp on

this…………….. day of ……………………… at ……………………. Witness: 1. …………………………………….

Signature Name and address

2.…………………………………….

Signature Name and address

For: ………………………………… [Insert name of the bank]

Banker’s stamp and full address: Dated this ………….. day of ……………. 20…….

Note: Stamp Paper should be in the name of

executive bank

Signature Name:

Designation with bank stamp:

Attorney as per power of attorney no………………..


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Format 4.7: Financial Bid (The Format should be on the Letter Head of the Bidding Company/ Partnership firm / Lead

Member of the Bidding Consortium) Date: _____________________ From : ____________________ (Insert name and address of Bidding Company/ Partnership firm/Lead Member of the Bidding Consortium) ____________________ _____________________ Tel.#: Fax#: E-mail

address#

To,

Chief Engineer (HPPC), Shakti Bhawan Sector 6

Panchkula, Haryana

Tel No. Tele Fax No. Website: E-mail :

Sub: Financial Bid for Response to NIT for “Selection of Bidders(s) for procurement of

150 MW solar power for long term from Grid Connected Solar PV Power Project through

tariff based competitive bidding process dated 26.05.2015.

Dear Sir, We give our unconditional Financial Bid in response of this NIT and NIT Documents issued by

HPPC:

Table A

S No. Parameters Details

1 Financial Bid for technology Solar PV -----------

2 Supply of power Under 25 years of PPA with HPPC

3 Project capacity in MW ________ MW

4 Considering Capacity Utilization Factor ____ %

5 Single Tariff offered per kWh (unit) of Rs………

electrical power for 25 years

6 Location of the Plant (indicate District & State)

7 Delivery Point :


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Dated the _________ day of

_________, 20__

Thanking you, Yours faithfully,

[Signature, Name and Designation Person Authorized by (the board in case of company/

Partner in case of Partnership firm)]

Instructions: a) The Quoted Single Tariff in Rs./kWh shall be provided up to three (3) decimal points

for 25 years.. b) Quoted Tariff” shall mean the Quoted Energy Charges, construed to be at the delivery

Point. c) The transmission charges, transmission losses, RLDC charges or any other charges

covered in Open Access Regulations notified by CERC and the procedure for Open

Access stipulated by the Central Transmission Utility (CTU) and trading margin for

supply of energy up to the delivery point shall be included in the sale price.

d) The Single tariff i.e. Rs. 6.44/Kwh will be the ceiling limit and the bidder quoting the

tariff above that will be allowed only the above Single tariff.

e) All pages of this Format shall be signed by the authorized signatory with stamp of the

company/firm.

f) The Bidder shall submit different Financial Bids for power proposed to be supplied

from different generating sources. It is clarified that the bidder can quote different

tariffs if the projects are located at different districts.

g) The contents of this format shall be clearly typed.

h) The bidder may quote for any quantum of power upto requisitioned capacity for the

full contract period but not less than the minimum bid capacity.

i) The procurer can contract the total capacity of power offered by the bidder or any

combination of the fractions of the offered total capacity.


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Format 4.8: Disclosure

(On the Letter Head of Bidding Company/Partnership firm / Lead Member in a Bidding Consortium)

To, Chief Engineer (HPPC), Shakti Bhawan Sector 6 Panchkula, Haryana Tel No. Tele Fax No.

Website: E-mail :

Sub: Bidders’ Disclosure for Response to NIT for “Selection of Bidder(s) for procurement

of 150 MW solar power for long term from Grid Connected Solar PV Power Project

through tariff based competitive bidding process dated 26.05.2015

Dear Sir,

We hereby declare that our Parent, with which we have direct or indirect relationship are not

separately participating in this Bid.

We further declare that the above statement is true & correct. We are aware that if at any stage

it is found to be incorrect, our Bid will be rejected and if LOI has been issued, the same will be

cancelled and the available bank guarantees will be encashed.

Dated the _________ day of _________, 20__

Thanking you,

Yours faithfully, [Signature, Name and Designation Person Authorized by the board in case of company/Partners in case of Partnership firm]


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Format 4.9: Contract Performance Guarantee

(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of

execution. Foreign entities submitting Bids are required to follow the applicable law in their

country.)

(Note: - Total Performance Guarantee is to be submitted in 4 Nos. of Bank Guarantee in the

ratio of 10%, 20% 30% & 40% Value.)

In consideration of the ……………………..[Insert name of the Successful Bidder with address]

agreeing to undertake the obligations under the PPA and Haryana Power Purchase

Centre(herein after referred to as HPPC), agreeing to execute PPA with the Successful Bidder

for “Procurement of 150 MW Power from Grid Connect Solar PV Power Projects through Tariff Based Competitive Bidding Process” for meeting the requirements of UHBVN

Procurer(s), the ………………………………. [Insert name and address of the bank issuing the

guarantee and address of the head office] (hereinafter referred to as “Guarantor Bank”) hereby

agrees unequivocally, irrevocably and unconditionally to pay to the HPPC at Uttar Haryana Bijli

Vitran Nigam Ltd., Vidyut Sadan, Panchkula forthwith on demand in writing from the HPPC

/Procurer(s) or any Officer authorized by it in this behalf, any amount up to and not exceeding

Rupees ………………………….. only [Insert the amount of the bank guarantee computed on the

basis of 30lakhs/MW with respect to the Contracted Capacity of HPPC as per the terms of PPA]

on behalf of M/s. …………………………………. [Insert name of the Successful Bidder]. This guarantee shall be valid and binding on the Guarantor Bank up to and including ……………………….[Insert date of validity of CPG] and shall in no event not be terminable by

notice or any change in the constitution of the Bank or the term of the PPA or by any other

reasons whatsoever and our liability hereunder shall not be impaired or discharged by any

extension of time or variations or alternations made, given, or agreed with or without our

knowledge or consent, by or between parties to the respective agreement. Our liability under this Guarantee is restricted to Rs. ………………….. (Rs.…………………………….. only). Our Guarantee shall remain in force until ……………………………………….. [Insert the date of validity of the Guarantee as per Clause

2.12 of the NIT]. HPPC shall be entitled to invoke this Guarantee up to thirty (30) days of the

last date of the validity of this Guarantee by issuance of a written demand to invoke this

guarantee.

The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the

written demand from HPPC made in any format, raised at the above mentioned address of the

Guarantor Bank, in order to make the said payment to UHBVN. The Guarantor Bank shall make payment hereunder on first demand without restriction or

conditions and notwithstanding any objection by, ……………………….. [Insert name of the

Successful Bidder] and/or any other person. The Guarantor Bank shall not require HPPC /

Procurer(s) to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank

have any recourse against HPPC in respect of any payment made hereunder. This BANK

GUARANTEE shall be interpreted in accordance with the laws of India and the courts at

Panchkula shall have exclusive jurisdiction.


74

The Guarantor Bank represents that this BANK GUARANTEE has been established in such

form and with such content that it is fully enforceable in accordance with its terms as against

the Guarantor Bank in the manner provided herein. This BANK GUARANTEE shall not be affected in any manner by reason of merger,

amalgamation, restructuring, liquidation, winding up, dissolution or any other change in the

constitution of the Guarantor Bank.

This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and

accordingly HPPC shall not be obliged before enforcing this BANK GUARANTEE to take any

action in any court or arbitral proceedings against the Successful Bidder/Seller, to make any

claim against or any demand on the Successful Bidder/Seller or to give any notice to the

Successful Bidder/Seller or to enforce any security held by HPPC or to exercise, levy or

enforce any distress, diligence or other process against the Successful Bidder/Seller. The Guarantor Bank acknowledges that this BANK GUARANTEE is not personal to HPPC

/Procurer(s) and may be assigned, in whole or in part, (whether absolutely or by way of

security) by HPPC to any entity to whom it is entitled to assign its rights and obligations

under the PPA.

The Guarantor Bank hereby agrees and acknowledges that HPPC shall have a right to

invoke this Bank Guarantee either in part or in full, as it may deem fit. Notwithstanding anything contained hereinabove, our liability under this Guarantee is

restricted to Rs. ………………….. crores (Rs. ………………….. crores only) and it shall

remain in force until ………………………[Date to be inserted on the basis of Article 2.12 of

PPA], with an additional claim period of thirty (30) days thereafter. This BANK GUARANTEE

shall be extended from time to time for such period, as may be desired by …………………………………….. [Insert name of the Successful Bidder/Seller]. We are liable

to pay the guaranteed amount or any part thereof under this Bank Guarantee only if HPPC

serves upon us a written claim or demand.

In witness whereof the Bank, through its authorized officer, has set its hand and stamp on this…………….. day of ……………………… at ……………………. Witness: 1. ……………………………………. Signature Name and address 2.……………………………………. Signature Name and address

For: ………………………………… [Insert name of the bank] Banker’s stamp and full address: Dated this ………….. day of ……………. 20……. Note: The stamp paper should be in the name of the Executing Bank.

Signature Name:

Designation with bank stamp:

Attorney as per power of attorney no………………..


75

Format 4.10: List of Banks

List of Banks: Scheduled Commercial Banks

A SBI and Associates C Scheduled Private

Bank List

1 State Bank of India 1 Federal Bank Ltd.

2 State Bank of 2 ING Vysya Bank Ltd.

Bikaner & Jaipur

3 State Bank of 3 Axis Bank Ltd.

Hyderabad

4 State Bank of Indore 4 ICICI Bank Ltd.

5 State Bank of 5 HDFC Bank Ltd.

Mysore

6 State Bank of Patiala 6 Yes Bank Ltd.

7 State Bank of 7 Induslnd Bank Ltd.

Travancore

8. IDBI Bank Ltd.

B NATIONALISED BANKS

1 Allahabad Bank 12 Punjab National

Bank

2 Andhra Bank 13 Punjab & Sind Bank

3 Bank of India 14 Syndicate Bank

4 Bank of Maharashtra 15 Union Bank of India

5 Canara Bank 16 United Bank of India

6 Central Bank of India 17 UCO Bank

7 Corporation Bank 18 Vijaya Bank

8 Dena Bank 19 Bank of Baroda

9 Indian Bank

10 Indian Overseas Bank

11 Oriental Bank of Commerce


76

FORMAT 4.11

Details of the Generation Source

(Note: In case of Bidder being a Trading Licensee, details in this format is to be furnished

by the Bidder in relation to the supplier of power with whom the power purchase agreement

has been executed by the Trading Licensee)

Signature:_______________________

Name:__________________________

Designation: Date:________________

Place:___________________________

________________________________

(Signature & Name of the person Authorized By the board in case of

ompany/Partners in case ofPartnership Firm/LLP)

Signature & Name of the (Proprietor in case of Sole Proprietorship)/Individual

in case of Bidding Individual

Generation Source Particulars Details (to be furnished by the

Bidder)

1 Location of Project

(Specify place,

district and state)

2 No. of existing/

proposed units and

installed capacity of

each unit (in MW)

3 Quantum of power

contracted with

other purchasers, if

any (in MW)

Existing

S.

No.

No.

of

units

Installed

Capacity

( MW)

COD

1

2

..

S.

No.

No.

of

units

Installed

Capacity

( MW)

COD

1

2

PROPOSED

Details of surplus

Capacity in MW


77

Annexure A

Technical Parameter of PV Module for use in Grid Connected Solar Power

Plants

The following are some of the technical measures required to ensure quality of the

PV modules used in grid connected solar PV power projects.

1. PV Module Qualification

i) The PV modules used in the grid connected solar PV power projects must qualify

to the latest edition of any of the following IEC PV module qualification test or

equivalent BIS standard:-

a. Crystalline Silicon Solar Cell Modules IEC 61215

b. Thin Film Modules IEC 61646

c. Concentrator PV modules IEC 62108

ii) In addition, PV modules must qualify to IEC 61730 for safety qualification testing.

For the PV modules to be used in a highly corrosive atmosphere throughout their

lifetime, they must qualify to IEC 61701.

2. Qualification of BoS items

The solar PV power plants must use PV modules and other balance of systems,

components, which must qualify to the latest edition of BIS or IEC standards issued

in this regard. The project developer must provide a copy of the relevant test reports

and certificates to HPPC.

3. Authorized Test Centres

The PV modules must be tested and approved by one of the IEC authorized test

centres.

Test certificates can be from any of the NABL / BIS Accredited Testing /

Calibration Laboratories in India. In addition a PV module qualification test certificate

as per IEC standard, issued by ETDC, Bangalore or Solar Energy Centre will also be

valid. Copy of test certificate shall be provided to HPPC.

4. Warranty

The mechanical structures, electrical works and overall workmanship of the grid

solar power plants must be warranted for a minimum of 5 years.


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To install new machinery/modules as per latest BIS/IEC in the plant and PV module

in the grid solar power plant must be warranted for output wattage, which should not

be less than 90% at the end of 10 years and 80% at the end of 25 years.

The modules shall be warranted for at least 10 years for failures due to material

defects and workmanship.

5. Identification and Traceability

Each PV module used in any solar power project must use a RF identification

tag. The following information must be mentioned in the RFID used on each module

(This can be inside or outside the laminate, but must be able to withstand harsh

environmental conditions.):-

(i) Name of the manufacturer of PV Module

(ii) Name of the Manufacturer of Solar cells

(iii) Month and year of the manufacture (separately for solar cells and module)

(iv) Country of origin (separately for solar cells and module)

(v) I-V curve for the module at Standard test condition

(vi) Wattage, Im, Vm and FF for the module

(vii) Unique Serial No and Model No of the module

(viii) Date and year of obtaining IEC PV module qualification certificate

(ix) Name of the test lab issuing IEC certificate

(x) Other relevant information on traceability of solar cells and module as per

ISO 9000.

Site owners would be required to maintain accessibility to the list of module IDs

along with the above parametric data for each module.

6. The company must install necessary equipment to continuously measure solar

irradiance (including GHI, DHI & Solar Radiation in module plane), ambient

temperature, wind speed & weather monitoring station (Pyranometer, temperature

sensor, anemometer, range gauge and humidity sensor) at project sites and other

weather parameters and simultaneously measure the generation of DC Power as well

as AC Power generated from the solar power plant. SPD/Bidder will be required to


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submit this data available to HPPC on regular monthly basis for the entire duration of

PPA.

7. The entire grid connected solar PV Power Plants are also required to meet

scheduling guidelines as per applicable regulations, they shall ensure connectivity of

generation data with a separate on line link with SLDC.

8. In addition the Power Conditioning Units used in the plant must qualify to latest

edition of IEC standards or equivalent BIS i.e. IEC 61683, IEC 62116 – 2008, IEC

60068-2, IEC 61000, IEC 62109-1&2 for electrical safety and IEEE 1547/UL-1741 for

protection against Islanding of Grid and grid interconnectivity and parallel operations.

It must have valid test certificates for their qualification as per Specified BIS/IEC

standard by one of the NABL Accredited test centre in India and the test certificates

shall be provided to HPPC.

9. All electrical equipments, breakers, transformer, switchyard protective equipments,

metering, CTs/PTs, panels and other balance of systems, components (cables,

connectors, junction boxes, surge protection device, kiosks etc) used in SPV power

plants must qualify to the latest edition of BIS or IEC standards. The company must

provide a copy of relevant test reports and certificate to HPPC.

10. Suitable structures with proper galvanization need to be used where the identified

locations may have harsh environmental conditions. The fasteners used must be high

quality stainless steel of SS304/316 grades or UNS S20430 grade with suitable

corrosion resistance coating to avoid rusting due to prolonged exposure.


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Annexure-B

POWER PURCHASE AGREEMENT

BETWEEN

--------------------------

AND

HARYANA POWER PURCHASE CENTRE

THIS DEED OF AGREEMENT is made this day of 2015 (hereinafter called the

effective date) by and between----------------------------. a Company formed & incorporated

in India under the Companies Act, 2013/any partnership firm registered as per

Partnership Act, 1932/any Limited Liability Partnership(LLP) registered as per LLP Act,

2008 subject to Clauses 2.1.6 and 2.1.7/any Sole Proprietorship/any individual bidding

having registered office situated at ------------ (herein after referred to as “Company”)

which expression shall unless repugnant to the context or meaning thereof include its

successors and assigns as party of the first part and the HARYANA POWER

PURCHASE CENTRE, SHAKTI BHAWAN, SECTOR 6, PANCHKULA on behalf of

UHBVN & DHBVN, vide Government of Haryana notification No. 1/1/2008 -1 power

dated 11.04.2008 (hereinafter referred to as “HPPC”) which expression shall unless

repugnant to the context or meaning thereof include its successors and assigns as part

of the second part. Each of HPPC and the Company shall be referred to herein as a

“Party” and collectively as “Parties”.

WHEREAS, the Company proposes to design, construct, own, operate & maintain a

Solar PV Project with an aggregate installed capacity of---------.

WHEREAS, as per Haryana Government Notification No. 1/1/2008 -1 power dated

11.04.2008, HPPC on behalf of UHBVNL & DHBVNL desires to purchase entire solar

electric energy generated on base load in the Company’s facility, and for purchase of all

solar energy generated by the Company for sale, upon the terms & conditions as set

forth herein.

WHEREAS HPPC/DISCOM has no obligation to recommend any department to grant

permission/sanctions for the Solar Power Project. The Solar Power Developer shall

obtain permissions/sanctions from Govt. authorities, if any required for establishing the

project.


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WHEREAS the Solar Power Developer shall achieve Commercial Operation Date within

13 months from the date of signing of this agreement.

This Agreement is enforceable subject to approval of HERC as per Section 86 of

Electricity Act 2003.

The terms and conditions of this Agreement are subject to the provisions of the Act and

also subject to relevant regulations, if any, issued by the HERC from time to time.

NOW, THEREFORE, in consideration of premises and mutual covenants and conditions

set forth herein, it is hereby agreed by and between the parties and this agreement

witness as follows:

The Solar Power Developer shall deploy commercially established technologies for

generation of Solar Power. The SPD shall not be eligible for obtaining RECs, as per

prevailing regulations issued by CERC and HERC, for energy generated from this project

and supplied to DISCOMs.


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ARTICLE 2

DEFINITIONS & INTERPRETATION

2.1 DEFINITIONS

For all purposes of this Agreement, the following words and expressions shall have the

respective meanings set forth below:-

2.1.1 “Act” or the “Electricity Act, 2003” shall mean the Electricity Act, 2003 and any

rules, amendments, regulations , notifications, guidelines or policies issued there

under from time to time.

2.1.2 Agreement” shall mean this Power Purchase Agreement executed hereof, including

the schedules hereto, amendments, modifications and supplements made in writing

by the mutual consent of parties from time to time.

2.1.3 “Billing Period” means the calendar month ending with the metering date which is

hrs of first day of every month. The first Billing Period shall commence with the

Commercial Operation Date and end with the Metering Date of the succeeding

month.

2.1.4 “Business Day” means any day which is not a bank holiday or public holiday in

Haryana.

2.1.5 “CERC” means Central Electricity Regulatory Commission of India constituted under

sub-section (1) of Section 76 of Electricity Act-2003 or its successors.

2.1.6 “Capacity Utilisation Factor” or “CUF” shall have the same meaning as provided

in HERC (Terms and Conditions for Tariff determination from Renewable Energy

Sources) Regulations, 2010 as amended from time to time.

2.1.7 “Commercial Operation Date” (COD) means the date(s) on which the Project

achieves the commercial operation and such date as specified in a written notice

given to HPPC at least 60 days in advance.

2.1.8 “Contracted Capacity” shall mean -- MW of Power contracted with HPPC for supply

by the solar power generator to HPPC at Delivery point from solar power project.

2.1.9 “Contract Year” shall mean the period beginning on the Scheduled Delivery Date

and ending on the immediately succeeding March 31 and thereafter each period of

12 months beginning on April 1 and ending on March 31 provided that the last

Contract Year shall end on the last day of the term of the PPA;

2.1.10 “Contracted Energy” shall mean the Net Energy in MUs corresponding to the

contracted capacity and declared CUF at the delivery point.


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2.1.11 “Delivery Point” shall be the interconnection point at which solar power developer

(SPD) shall deliver the power to the Haryana STU/Discom substation. The metering

shall be done at this point of interconnection. All transmission charges and losses

upto the delivery point shall be borne by SPD.

2.1.12 “Delivered Energy” means the kilowatt hours of electricity actually fed into the Grid

system of the Discom and measured by energy meters at the delivery point, in a

billing period.

2.1.13 “Discom” means UTTAR HARYANA BIJLI VITRAN NIGAM (UHBVN) OR DAKSHIN

HARYANA BIJLI VITRAN NIGAM (DHBVN) as may be applicable.

2.1.14 “Duration of the Agreement” means 25 (Twenty Five) years from the date of

Commissioning of the project

2.1.15 “Due Date of Payment” in respect of a Tariff invoice means the date, which shall be

60th day from the date of receipt of such Invoice.

2.1.16 “Effective Date” means the date of signing this PPA.

2.1.17 “Electricity” shall mean the electrical energy in kilowatt hours.

2.1.18 “Emergency” means a condition or situation affecting either Nigam’s Distribution

Company’s electrical system or the Grid System, including without limitation,

frequency variations beyond the Technical Limits, which threatens the safe and

reliable operation of such system or which is likely to result in disruption of safe,

adequate and continuous electric supply by Corporation or the Grid System or could

endanger life or property. Such certificate of emergency, however shall be issued by

STU/Nigam to the Company and HPPC.

2.1.19 “Force Majeure Event” shall have the meaning set forth in Article 17 of this PPA.

2.1.20 “GOH” means the Government of the State of Haryana.

2.1.21 “Grid Code”/ “IEGC” or State Grid Code” shall mean the Grid Code specified by the

Central Commission under Clause (h) of Sub-section (1) of Section 79 of the

Electricity Act and/or the Haryana State Grid Code as specified by the concerned

State Commission, referred under Clause (h) of Sub-section (1) of Section 86 of the

Electricity Act 2003, as applicable.

2.1.22 “Grid System” means Nigam’s power transmission system /distribution system

effective from Delivery Point through which Delivered Energy is proposed to be

evacuated.

2.1.23 “HAREDA” means Haryana Renewable Energy Development Agency.

2.1.24 “HERC” means Haryana Electricity Regulatory Commission constituted under

Section 82 of the Electricity Act-2003 or its successors.


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2.1.25 “HPPC” means Haryana Power Purchase Centre, a joint forum of on behalf of

UHBVN & DHBVN (Discoms).

2.1.26 “IPP/Company/Generator/Solar Project Developer” means M/s -----------------------

2.1.27 “Installed Capacity” means the designed capacity of the Project at the generating

terminal(s).

2.1.28 “kV” means kilo Volt.

2.1.29 “kWh” means Kilowatt-hour.

2.1.30 “Law” means any act, law, legislation, statute, rule, regulation, notification, directive,

order, policy, by law, administrative guideline, ruling, treaty or any interpretation

thereof.

2.1.31 “Metering Date” At 00.00 hrs on the 1st day of every month.

2.1.32 “Metering Point” for purposes of recording of Delivered Energy will be the Delivery

Point.

2.1.33 “Monthly Energy charges” means the charges payable by the HPPC for the energy

delivered at the delivery point for the billing period at fixed tariff.

2.1.34 “MW” means Megawatts.

2.1.35 “Nigam” means Haryana Vidyut Parsaran Nigam (HVPN).

2.1.36 “NIGAM Load Despatch Centre” means the load dispatch centre of the NIGAM.

2.1.37 Pooling Point shall mean a point where more than one solar PV projects may

connect to a common transmission line built and operated by the SPD. This common

transmission line shall further connect with the Interconnection/Delivery/ Metering

point. The metering will be done at the delivery point i.e. substation of Haryana

Discom/STU.

2.1.38 “Rupees” or “Rs” shall mean Indian rupees, the lawful currency of India.

2.1.39 “Scheduled Date of Completion” shall mean the date on which the Project is

scheduled to deliver contracted energy to HPPC at the Delivery Point after

completion of all the required tests i.e upto 13 months from the date of signing of

PPA.

2.1.40 “Solar Photovoltaic” or “Solar PV” shall mean the solar photovoltaic crystalline

power project that uses sunlight for direct conversion into electricity and that is being

set up by the company to provide Solar Power to HPPC/UHBVN/ DHBVN.

2.1.41 “STU” State Transmission Utility which in this case is HVPN.

2.1.42 “Tariff” means the rate payable by HPPC for every kWh of net delivered energy at

the delivery point and acceptable by Solar Power Developer.

2.1.43 “Tariff Invoice” means the amount claimed by the Company for the energy delivered


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during the Billing period at the lowest discovered tariff.

2.1.44 “Technical Limits” means the limits and constraints relating to the operations and

maintenance of the Project as per schedule to be given by the IPP’s and approved by

Chief Engineer/HPPC, UHBVN, Panchkula.

2.1.45 “Unit” means one facilities forming part of the Project.

2.1.46 “Voltage of Delivery” means the voltage at which the electricity generated by the

project is proposed to be delivered to HPPC/Discoms/Nigam at an appropriate

voltage level as per HERC regulation.

All other words and expressions used herein and not defined herein but defined in Electricity

Act 2003 and rules and regulations made thereunder shall have the meanings

respectively assigned to them in the said laws, as amended from time to time.


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2.2 INTERPRETATION

2.2.1 In this agreement, unless the context otherwise requires (i) the singular shall

include plural and vice versa (ii) a reference to any party includes that party’s

successors and permitted assigns.

2.2.2 A time of day shall, save as otherwise provide in any agreement or document

be construed as a reference to Indian Standard Time.

2.2.3 Different Part of this Agreement are to be taken as manually explanatory and

Supplementary to each other and if there is any inconsistency between or

among the parts of this Agreement, they shall be interpretation in a

harmonious manner so as to give effect to each part.

2.2.4 The words “hereof” or herein”, if and when used in this Agreement shall mean

a reference to this agreement.


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ARTICLE 3

CONDITIONS SUBSEQUENT

3.1 Satisfaction of conditions subsequent by the Solar Power Developer

The Solar Power Developer agrees and undertakes to duly perform and complete all of the

following activities at the Solar Power Developer’s own cost and risk within Two hundred Ten

days ( 210 days) from the Effective Date, unless such completion is affected by any Force

Majeure event, or if any of the activities is specifically waived in writing by HPPC.

a) The company shall have obtained all Consents, Clearances and Permits required for supply of power to HPPC as per the terms of this Agreement.

b) In case the Bidder is a Bidding Company and wishes to incorporate a Project Company, all such Consents, Clearances and Permits if obtained in the name of a company other than the Project Company, the Bidder shall be responsible to get these Consents, Clearances and Permits transferred in the name of the Project Company in the event of being selected as the Successful Bidder.

c) The company shall have made adequate arrangements to connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point and shall have submitted a confirmation letter to HPPC for providing connectivity at the Delivery Point;

d) The project company shall have achieved Financial Closure within 210 days and has provided a certificate to HPPC from the lead banker to this effect regarding tie up of funds and furnish documentary evidence for infusion of actual equity requirement.

e) The project company shall also provide evidence that the requisite technical criteria have been fulfilled and required land for project development @ 1.5 Hectares/MW or (as per requirement of the project) is under clear possession of the project developer. In this regard, the project developer shall be required to furnish the following documentary evidences:

Ownership or lease hold rights (for at least 30 years) in the name of project developer and possession of 100% of the area of land required for the allotted project.

Requisite documents from the concerned and competent revenue/registration authority for the acquisition /ownership/vesting of the land and in the name of the project developer and in case private land converted for industrial use.

f) The project company will submit the final technology selection viz. Crystalline/ Thin Film/ Concentrator PV/specific any other technology etc.

g) Order copy / agreement copy, with Technology Provider / supplier for supply of modules, electrical equipments for said technology.

h) A certificate from the project / client situated anywhere in world that the technology supplied by the Manufacturer / Technology Provider is commercially established technology and atleast one project based on this technology is successfully operational for atleast one year.

i) Grid feasibility letter obtained from Discom/HVPNL.


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ARTICLE 4

ENERGY PURCHASE AND SALE

4.1 All the Delivered Energy at the Interconnection Point for sale to DISCOM will be

purchased at the Tariff provided for in Clause 4.2 from and after the Date of

Commercial Operation of the Project and limited to capacity of project only and

title to Delivered Energy purchased shall pass from the Solar Power Developer to

the DISCOM at the Interconnection Point.

4.2 The DISCOM shall pay a Tariff of Rs. ----------- /kWh (“Tariff”) arrived

through competitive bidding for this particular location based on the bidding

guidelines issued vide NIT no. 54/CE/HPPC/LTP dated 26.05.2015.

4.3 The Tariff payable by the DISCOM will be inclusive of all taxes, duties and levies,

to be borne by the Solar Power Developer. The above tariff and applicable

conditions would remain constant for the period of operation of project

considering the life of the project is 25 years, subject to provision of “change in

law” provided in article 20.

4.4 DISCOM, at any time during a contract year will purchase electricity at the Tariff

from the Solar Power Developer up to the declared CUF of …………….. beyond

the said quantum; the electricity will be purchased at a flat rate of Rs.3.00/kWh

for the entire agreement period. However, the declared annual CUF shall in no

case be less than 19%. SPD would not be allowed to sell the excess power to

third party as this excess power would count towards RPO by HPPC.

4.5 The Solar Power Developer shall be free to undertake expansion of the Project,

provided that the rights and obligations under this agreement shall remain

unaffected.

4.6 SPD shall maintain generation so as to achieve minus five percent (-5%)

variation of the declared value of CUF failing which the Successful bidder(s) shall

pay @ forbearance price of RECs for solar energy, for the difference in

contracted energy and energy actually delivered at delivery point. Alternately,

Project developers may supply RECs to HPPC for balance quantum of energy

from market by the end of Financial Year. However, this compensation shall not


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be applicable in events of Force Majeure identified under the PPA with HPPC,

affecting supply of solar power by SPD.

4.7 The SPD shall submit copies of the Annual Financial reports and Income tax

Returns for 12 years from the year of commissioning of project.

4.8 As per HERC Renewable Regulations, dt. 03.02.2011, CDM benefits availed if

any by RE Projects shall be shared between the parties. In the first year, 100% of

CDM benefit will be retained by the Company whereas in the 2nd year 90% will

be retained by the Company and 10% will be passed on to HPPC. Thereafter,

the share of HPPC will increase progressively by 10% every year till it reaches

50% where after the proceeds shall be shared in equal proportion by the

Generating Company and HPPC. The share of HPPC will be submitted to HPPC

in the form of DD/RTGS/IPG payable at Panchkula within 20 days of its receipt.

In case it is found at any later stage by HPPC that the Company has availed the

CDM benefits but has not transferred share of HPPC within 20 days, HPPC shall

recover the share amount from the monthly invoices along with penal interest as

base rate of SBI plus 4.25% worked out on day to day basis.


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ARTICLE 5

BILLING PROCEDURE AND PAYMENTS

5.1 In case of project in Haryana, the readings of the meters (supplying power to grid

and for captive consumption of plant) would be taken jointly by representatives of

Discoms/Nigam (not below the rank of AE/AEE) and IPP at 00:00 hrs (or at some

other mutually agreed time,) on the first (1st) day of each month.

5.2 The invoice shall be delivered through by hand or by post by the Company or by

E-mail to the HPPC at its designated office on or before the 5th day of the

succeeding month hereinafter called the Invoice Date. The HPPC shall make full

payment of such invoice within 60 days of receipt of the invoice, hereinafter called

the Due Date, by cheque payable at Panchkula.

In case, payment of invoices is made before due date, the HPPC shall be entitled for

rebate as follows:

a. For payment of monthly energy bills through cheque, payable at Panchkula within one day of presentation of Bill, a rebate of 2% shall be allowed.

b. For payment of monthly energy bills through cheque payable at Panchkula on 30th day after presentation of Bill, a rebate of 1% shall be allowed.

c. Late payment surcharge. - In case the payment of bill for monthly energy

charges is delayed beyond a period of 60 days from the date of receipt of

invoice a late payment surcharge at the rate of 1.25% per month shall be

levied by the generating company.

5.3 If at any time either Party feels that the meter is not recording correctly, it shall

give notice to the other Party. The IPP shall then undertake testing and calibration

of meters owned by the Power producer and located at Metering Interface Points

in co-ordination with and in the presence of the representatives of Discoms. The

charges for testing of the meters shall be borne by the party, who gives the call.

5.4 The IPP shall raise monthly invoice/bill on the basis of joint meter reading (JMR)

alongwith MRI to HPPC for the energy sold at delivery point by the IPP at the tariff

as described in Article 4.


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5.5 In case of project outside Haryana, SPDs will have to obtain long term

transmission access from concerned agency as per regulations of central and

state regulators as the case may be, from the state or RLDC and /or the state

/central transmission utilities for the entire term of the PPA. Scheduling of power

will be as per IEGC and all the charges & losses involved in open access including

deviation settlement charges (UI charges) from solar power plant to the delivery

point i.e. substation of Haryana DISCOM/STU shall be borne by SPDs. SPDs has

to submit no objection certificate from SLDC/NLDC. All necessary clearances

required for granting open access from SLDC/NLDC has to be taken by SPDs and

the cost for the same has also to be borne by the seller.

In case the project is located outside the state of Haryana, the SPD’s shall raise

the invoice as per REA issued by RLDC at Haryana periphery and the same shall

be delivered through by hand or by post by the Company or by E-mail to the

HPPC at its designated office.

5.6 In case of Dispute on any of the bills, the HPPC shall notify the company of any

disputed amount of bills and the company shall rectify the errors/ shortcomings or

otherwise notify its rejection of the disputed amount with reasons thereto within 5

days of the reference of HPPC. The HPPC shall however on demand will make

the payment of undisputed part of the bill and for the disputed part, the parties

shall try to settle amicably. If the dispute is not settled during such discussion, then

either party may refer the same for Arbitration as per Article 14.

5.7 The SPD would be entitled to draw power from the distribution/transmission

licensee network during shutdown/startup and synchronization of the plant or

during any other emergencies. The supply availed would be billed by the DISCOM

at the tariff applicable to HT industry or sale rate/tariff of energy generated from

the project applicable for that period whichever is higher.

5.8 HPPC shall pay the amount payable under the Monthly Bill by the Due Date to

such account of the SPD, as shall have been previously notified by the SPD in

accordance with the following.

The SPD shall open a bank account at ……………….. [Insert name of place] (the

"SPD‟s Designated Account") for all Tariff Payments to be made by HPPC to the

SPD, and notify HPPC of the details of such account at least ninety (90) Days


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before the dispatch of the first Monthly Bill.

5.9 Collateral agreement

One month before COD, the HPPC and SPD shall execute Default Escrow

Agreement (referred as “Default Escrow Agreement”) to the extent of the amount

of the average monthly billing for the establishment and operation of the Default

Escrow Account in favour of SPD, through which the revenues of the Haryana

DISCOMs shall be routed and used as per the terms of the Default Escrow

Agreement.

5.10 Transmission Charges & Losses

All transmission charges, transmission losses and other open access charges (if

any applicable) and scheduling charges for any SLDC/RLDC upto the delivery

point shall be payable by the seller in compliance of CERC/SERC regulations

amended from time to time.


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ARTICLE 6

SYNCHRONIZATION AND COMMERCIAL OPERATIONS

6.1 SYNCHRONIZED AND INTEGRATED OPERATIONS

6.1.1 The concerned Discom shall allow the Company to interconnect its generating

system at its switch yard and operate it in synchronization with the Discom’s

system subject to the terms and provisions of this agreement. The company shall

run the plant as a part of integrated system to generate power in synchronization

with the grid and shall inject three phase 50 Hz (nominal) AC Supply into

DISCOM’S system at an appropriate voltage level .

6.1.2 The grid connectivity and associated evacuation facilities from the solar power

plant substation/switchyard to distribution/transmission system “feed in

substation” will be provided in accordance with CERC/SERC Regulations as

amended from time to time.

6.1.3 The responsibility of getting connectivity with the transmission system owned by

the Discom/STU will lie with the Project Developer. For the projects located

outside the State of Haryana, the entire cost of transmission including cost of

construction of line, wheeling charges, losses etc. upto Haryana periphery will be

borne by the Project Developer.

For the projects located within Haryana, the provision of Grid connectivity &

Wheeling charges shall be governed by HERC (Terms and Conditions for

determination of Tariff from Renewable Energy Sources, Renewable Purchase

Obligation and Renewable Energy Certificate) Regulations 2010 as amended

from time to time.

6.1.4 SPD shall be responsible for the Operation and maintenance of dedicated

transmission line up to the point of connectivity.

6.1.5 Construction and operation/maintenance of evacuation system associated with

plants shall be the responsibility of generating company.

6.1.6 The Interconnection /Metering Point shall be located at the substation of Transco

/DISCOM and generating company shall bear the cost of construction of

interconnection / metering facilities and cost of transmission line upto “feed in

substation” viz point of interconnection.

6.1.7 The Solar PV Project shall be connected to the nearest substation at appropriate

voltage level as per HERC Regulations.


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6.1.8 Plant located close to each other can setup pooling substation for evacuation of

power to a common transmission line. SPDs shall bear the cost of complete

pooling station including individual transmission lines from solar power plant to

pooling station and common transmission line from pooling station to delivery

point, busbar, breakers, transformer (if required) and all other infrastructure

including communication links required as per grid code/regulations. The Pooling

Substation, common transmission line and Communication Links etc., shall be

operated and maintained by SPD(s) for the entire term of PPA as per the HERC

Regulation/ Grid code.

The SPDs may decide to share the cost of transmission charges and other

associated charges from the pooling point up to the interconnection point

amongst themselves.

Energy accounting for billing purpose will be based on the energy export

recorded in the main & check meter at the delivery point. All the

transformation, bus bar, transmission system and distribution system losses

from solar plant up to the interconnection point including pooling substation

shall be borne by the SPDs. SPDs shall also install main and check meters at

HT side of step up transformer of each solar plant for measurement of energy

generated at each plant. Joint Meter Readings of the meters at individual solar

plants and at Delivery point will be taken each month on the scheduled date.

The energy billing invoice by individual SPDs would be raised to the Nigam

after apportioning the energy export recorded at Delivery point in each month

to each solar plant in the ratio proportion to the energy generation recorded at

individual plant meters in the month.

6.1.9 The Solar Power Developer shall give the concerned SLDC and DISCOM at

least sixty (60) days advance of written notice, of the date on which it intends

to synchronize the Project to the grid system. The SPDs will specify the

written notice to the HPPC that:

A) The plant is constructed in accordance with this agreement and is ready to

deliver solar power in accordance with the terms hereof;

B) All permissions and approvals required for the plant to sell solar power at

the rates and terms specified under this agreement have been obtained

and


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C) All interconnection facilities are available to receive solar power from the

plant.

6.1.10 The Project may be synchronized by the Solar Power Developer to the grid

system when it meets all the connection conditions prescribed in applicable

Grid Code then in effect and otherwise meets all other Indian legal

requirements for synchronization to the grid system.

6.1.11 There shall be no obligation for the Transco/Discom to take delivery of solar

power prior to commissioning except that the Discom shall take all power

produced through STU/CTU during the testing of the plant, without payment of

any charges.

6.2 SYNCHRONIZATION AND INTERCONNECTION FACILITIES:

6.2.1 The synchronization equipment will be installed by the SPD at its generation

facility at its own cost. The SPD shall synchronize its system with the Nigam’s

system only after the grant of approval of synchronization scheme by competent

authority of Discom/Nigam and checking/verification is made by the concerned

authority of DISCOM/STUs. The SPDs has delivered to the Transco/Discom a list

of plant equipment showing the make, model, serial number and certified the

installed capacity of the plant before synchronization.

6.2.2 SPD shall, immediately after each synchronization / tripping of generator, inform

the grid substation to which the plant is electrically connected in accordance with

applicable grid code.

6.2.3 The Company shall provide step up transformers/ other stepping up equipment

i.e. Grid Tie Inverter, panels, kiosks, protection & metering equipment at the

generation facility and fully equipped line bay(s) in its switchyard for termination

of interconnecting transmission line(s)/substation of the DISCOM. Company shall

also provide proper & reliable communication between the generation facility &

Grid substation of Nigam/Discom/ STU, to ensure better data transfer, the cost of

these works will be borne by the Company.

6.2.4 In case of project in Haryana, The company and the Discoms in mutual

consultation with each other shall decide on the scheme for protection of the

interconnection line(s) and of the facilities at both ends. All electrical equipment

shall be installed as per guidelines and approval of Chief Electrical Inspector,

Government of Haryana.


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In case, project is located outside Haryana, similar certificates be obtained from

the concerned authority of respective state.

6.2.5 Notwithstanding the provisions of this agreement, the HPPC will not be

responsible for any damage that may occur to the Company’s generation system

for any reason whatsoever.


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ARTICLE 7

GENERATION FACILITIES – CONSTRUCTION & DEVELOPMENT OF THE PROJECT

7.1 Company’s Obligations

7.1.1 The company undertakes to be responsible, at company’s own cost and risk, for:

a. obtaining all Consents, Clearances and Permits other than those obtained

under Article 3.1 and maintaining all Consents, Clearances and Permits in

full force and effect during the Term of this Agreement; and

b. designing, constructing, erecting, commissioning, completing and testing

the Power Project in accordance with the applicable Law, the Grid Code,

as per the terms and conditions of this Agreement and Prudent Utility

Practices; and

c. Achieving Commercial Operation Date within 13 months from the date of

signing of the agreement.

d. connecting the Power Project switchyard with the Interconnection Facilities

at the Delivery Point; and

e. owning the Power Project throughout the Term of Agreement free and clear

of encumbrances, except those expressly permitted under Article 21.3; and

f. fulfilling all obligations undertaken by the company under this Agreement.

g. The company will submit monthly progress report of the project till the

successful commissioning of the project.

h. Maintaining its controlling shareholding (controlling shareholding shall

mean not less than 51% of the voting rights and paid up share capital

(including fully, compulsory and mandatory convertible preference shares)

prevalent at the time of signing of PPA upto a period of One (1) year for

project after commercial operation date.

7.2 Information regarding Interconnection Facilities

The company shall be required to obtain all information with regard to the

Interconnection Facilities as is reasonably necessary to enable it to design, install

and operate all interconnection plant and apparatus on the company’s side of the

Delivery Point.


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7.3 Purchase and sale of Contracted Capacity

Subject to the terms and conditions of this Agreement, the company undertakes

to sell to HPPC and HPPC undertakes to pay Tariff as discussed in Article 4 for all

the energy generated from the Contracted Capacity and metered at the Delivery

Point.

7.4 Right to Contracted Capacity & Energy

7.4.1 Subject to provisions of this Agreement, the entire Contracted Capacity in any

Financial Year shall be for the exclusive benefit of HPPC and HPPC shall

have the exclusive right to purchase such energy from the company.

7.4.2 The power supplied by the solar power project developer in the first year of its

Commissioning shall be accounted for on actual basis upto 31st March of the

first financial year.

7.5 Certification of NRSE power source

Prior to synchronization of the Project, New & Renewable sources of energy (NRSE)

power source shall be duly certified by the nodal agency of State of origin for NRSE

Power. This certificate shall be provided by the solar power developer to HPPC.

7.6 Verification by HPPC

7.6.1 The Solar Power Developer shall be further required to provide entry to the site

of the Project free of all encumbrances at all times during the Term of the

Agreement to HPPC for inspection and verification of the works being carried out

by the Solar Power Developer at the site of the Project.

7.6.2 The HPPC may verify the construction works/operation of the Project being

carried out by the Solar Power Developer and if it is found that the construction

works/operation of the Project is not as per the Prudent Utility Practices, it may

seek clarifications from Solar Power Developer or require the works to be

stopped or to comply with the instructions of such third party, if required.


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ARTICLE 8 GENERATION FACILITIES – OPERATION & MAINTEANCE

8.1 The Company shall be responsible for obtaining and keeping in force at its

own cost, all consents, clearances, insurances and permits required for

establishing and operating the generation facility.

8.2 The maintenance of the evacuation system beyond the Delivery point shall

be borne by the Discom/Nigam .

8.3 Company will coordinate with Chief Electrical Inspector of State to ensure

compliance of installation of plant & equipment as per prudent utility practices.

8.4 The Company shall be responsible at its own expense for ensuring that the

Power Station is operated and maintained in accordance with all legal

requirements including the terms of all consents/clearances/permits/ insurances

and prudent utility practices within the acceptable technical limits so as not to

have an adverse effect on the Grid system or result in violation of any rules/Law.

8.5 Company shall meet with all statutory laws as applicable.

8.6 HPPC shall have the right to designate from time to time its officers/official

who shall be responsible for inspecting the Power Station for the purpose of

verifying progress of Company.

8.7 HPPC shall be informed by the Company but in no event less than 60 (sixty)

days prior to the scheduled date of synchronization.

a) Detailed procedure for synchronization of the Plant with STATE UTILITY’S

grid under different conditions of operation.

b) Shut-down and start up procedures.

8.8 The company shall install and whenever required augment the equipment at its

own cost to match it with the fault level of utility system during the tenure of this

PPA.

8.9 The Company shall make all reasonable efforts to give advance notice to the

Load Dispatch Centre/connected substation to the extent possible of any

unscheduled outage and shall provide the Load Dispatch Centre/ connected

substation with an estimate of duration and scope of such outage.


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8.10 For matters relating to grid operations and load dispatch, the directions of State

Load Dispatch Centre shall be strictly complied with, by the company. Any

dispute on this account shall be settled by the parties amicably. If the dispute is

not settled during such discussion, then either party may refer the same to

HERC.

8.11 The Company shall carry out regular maintenance and overhauls of its plant as

per recommended schedules and procedures of the equipment suppliers. The

schedule of maintenance and overhauls which require plant shut down shall be

intimated to the respective Nigam/ Discom / State Load Despatch Centre to

which the plant is catering supply of energy and HPPC. Planned shutdown shall

be taken with prior approval of the SLDC/connected substation.

8.12 The company shall supply the particulars of the generator as well as Generator

Transformer & Control gears to the Nigam/Discoms for examining stability of

generation facility. The company shall install and whenever required, augment

the equipment at its own cost to match it with the fault level of utility system

during the tenure of this PPA.

8.13 HPPC shall not be responsible for any damage, whatsoever, that may be caused

to any equipment installed by SPDs on account of any fault in the system and

shall not be responsible to pay any compensation for such damage.

8.14 The implemented power schedule of solar generation


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ARTICLE 9

PROTECTIVE EQUIPMENT & INTERLOCKING

9.1 The Company shall provide necessary protective equipment and interlocking devices

at generating system (like inverter with anti islanding etc), so that no adverse effect is

caused to the Nigam’s Grid system. The Company shall obtain approval of the

competent authority of Nigam/DISCOM for the protection logic of the solar energy

system and synchronization schemes and any modifications thereto prior to

commissioning of the project.

9.2 The Company shall energize its equipment/synchronizing scheme only after the

approval of competent authority of Nigam/DISCOM and thereafter and rectification of

the defects/observations pointed out by him. Routine checking/testing shall be carried

for company’ sub-station /equipment on the same basis as is being done for Nigam’s

sub-stations.

9.3 Testing charges shall be borne by the Generating Company for commissioning as

well as routine checking.

9.4 Notwithstanding such checking/verification in any event, the HPPC/Discom shall not

be responsible for any damage caused to the Generating facility on account of any

mistake in such checking/verification.


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ARTICLE 10

METERING

10.1 Special Energy meters (main & check)- Export & Import shall be ABT compliant

having 0.2S accuracy class or better accuracy and feature having kWh, kVAh,

kVAr facility shall be installed at interconnection point by the solar power producer

at its own cost, capable of recording and storing 15 minutes average of all the

electric parameters for a minimum of 45 days. Similar meters (Main & check) of

the same accuracy shall be installed by the Discoms at the Grid Sub Station of

Nigam where power is received (standby meter). Dedicated CTs and PTs of 0.2S

accuracy class or better accuracy shall also be made available by the power

producer and the HPPC for their respective meters at the interconnection point.

The following parameters shall be measured, displayed and recorded/logged.

Daily plotting of graphs for various parameter shall also be available on demand i)

15 minute, Daily, monthly & Annual energy generated by the solar system (kWh) ii)

Solar system temperature iii) Ambient temperature iv) Solar irradiation/isolation v)

AC and DC side voltage and currents vi) Power factor on AC side vii) DC injection

into the grid (one time measurement at the time of installation) viii) Total Current

Harmonics distortion in the AC side ix) Total Voltage Harmonic distortion in AC

side x) Efficiency of the inverter xi) Solar system efficiency xii) Display of I-V curve

of the solar system xiii) Any other parameter considered necessary by supplier of

the solar PV system based on prudent practice.

10.2 Metering arrangements shall be made by the company in consultation with the

distribution utility keeping in view guidelines/regulations notified by SERC, if any,

meters under state grid code.

10.3 The Company shall be responsible to operate the solar power plant as

envisaged under this PPA and to provide appropriate facility/instrumentation/

metering arrangement to enable remote monitoring of generation.

10.4 All the meters, CTs and PTs as described in Clause 10.1 above shall be jointly

inspected and sealed on behalf of both parties and shall not be interfered with

except in the presence of the representatives of both parties. For testing and

calibration of meters, a notice of at least seven (7) days shall be given by the Party

requesting the testing to enable the authorized representatives of both the parties

to be present.


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10.5 All meters, CTs and PTs shall be jointly checked for accuracy prior to

commissioning and once in every six months by both parties and shall be treated

as working satisfactorily, so long as the errors are within the limits prescribed for

such meters. Testing of Main and Check Metering equipment shall be carried out

at the cost of the power producer and that on the grid substation side of the

Nigam/Discom shall be carried out at the cost of the DISCOM.

10.6 Meter readings of the main meter at the interconnection point will form the basis of

billing, so long as the half yearly checks thereof are within the prescribed limit. If

either of the meters is found to be defective during these checks, they will be

immediately calibrated.

10.7 Where the half yearly check indicates errors in the Main Meters beyond the

prescribed limit but no such error is noticed in the Check Meters, billing for the

month up to the date & time of such test check will be done on the basis of check

meters and the Main Meters will be re-calibrated immediately. Billing for the period

after the Main Meters are calibrated shall be as per the calibrated meters.

10.8 If during the half yearly checks, both the main meters & check meters at the

interconnection point are found to be beyond the permissible limit of error, the

meters shall be immediately recalibrated and the correction shall be applied to the

consumption registered by the Main Meters to arrive at the correct consumption of

energy for billing purposes for the period of the month up to the time of such

check, billing for the period thereafter till the next monthly meter reading shall be

measured by re-calibrated Main Meters.

10.9 Corrections in billing, wherever necessary, shall be applicable to the period

between date & time of the previous test calibration and the date & time of the test

calibration in the current month when the error is observed and this correction

shall be for the full value of the absolute error. For the purpose of the correction to

be applied, the meter shall be tested at 100, 75, 50, 25 & 10 percent load at unity,

0.85 lag & 0.75 lag power factors. Of these fifteen values, the error at the load and

power factor nearest the average monthly load served at the point during the

period shall be taken as the error to be applied for correction.

10.10 The billing will be normally done on the basis of reading recorded by meter

installed at interconnection point (main meters and in case of inaccuracy of main


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meter, check meter). In case the metering equipment at interconnection point

becomes defective, the billing shall be done on the basis of meter reading of the

standby meter installed at Nigam/Discom substation for that period of defect which

shall be final & binding on both parties. The defective metering equipment shall

however be replaced immediately and in any case within two months of detection

of the defect by generating company. If all the Energy Meters located at

interconnection point and Nigam’s Grid Substation fail to record the electricity

supplied, then the Electricity Supplied will be computed from log sheet maintained

at Interconnection point and the Nigam’s Grid Substation for that period of defect

which shall be final and binding on both parties.

10.11 The reading of this meter shall be taken at 00.00 hrs (or at some other mutually

agreed time) on the 1st day of each month.

10.12 All the issue/dispute regarding metering shall be settled by the parties amicably.

If the dispute is not settled during such discussion, then either party may refer the

same for Arbitration as per Article 14.

10.13 The meters shall be calibrated and sealed from reputed Govt. testing Laboratory

once in every 2 years and subsequently calibration report will be submitted to

HPPC.

10.14 In addition to above metering clauses, the generating company has to comply

with the state grid code (Metering code section).

10.15 In case the seller executes a project at two different locations, the metering will be

done at a specific delivery point.

10.16 In case of pooling is done by the SPD’s, the SPD’s shall be responsible for setting

up a pooling committee, with representation from each of the seller which would

liaison with the procurer and will be responsible for making statement on allocation

of power delivered on the delivery point to each of the SPD’s who are participating

the pooling arrangements.


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ARTICLE 11

PENALTIES IN CASE OF DELAYED COMMISSIONING

11.1 Commissioning / Schedule Delivery Date

The Commissioning / Scheduled Delivery Date of Solar PV Power Plant shall be

within 13 months from the date of signing of PPA & the commissioning procedure is

mentioned in Article-19. The commercial operation date of the plant shall mean the

commissioning date of last unit(s) of the power project where upon the SPDs starts

injecting power from full contracted capacity of the power project to the Delivery point.

11.2 Delay in Commissioning of Power Plant

For not achieving Scheduled Delivery Date, HPPC shall encash the Bank Guarantee

(BG) in the following manner:

i. Delay up to one(1) month - 10% of the total Contract Performance bank

guarantee.

ii. Delay of more than One (1) month and up to two (2) months - 20% of the total

Performance Bank Guarantee in addition to BG in clause-i above.

iii. Delay of more than Two (2) months and up to three (3) months - 30% of the

total Performance Bank Guarantee in addition to BG in clause- i & ii above.

iv. Delay of more than three (3) & up to four (4) months - the remaining

Performance Bank Guarantees.

v. Delay in the timelines for over and above four (4) months will lead to create the

necessary grounds for HPPC for termination of PPA.


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11.3 If Scheduled Delivery Date is delayed due to construction of transmission line

by Government of Haryana, then no penalty shall be imposed on the developer.


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ARTICLE 12

CONTINUITY OF SERVICE:

12.1 The HPPC may require the Company to temporarily curtail or interrupt delivery of

energy when necessary in the following circumstances:

12.1.1 For inspection, repair, maintenance, replacement and removal to its

transmission/ Distribution network and associated equipments of

Nigam/Discoms equipment or any part of its system that is associated

with the Company’s facility.

12.1.2 If the Nigam/DISCOM’s SLDC determines that the continued operation

of the facility may endanger the safety of the Nigam/DISCOM personnel

or integrity of the Nigam/DISCOM electric system or have adverse effect

of the electric service to the Nigam/DISCOM/other customer(s) leading to

back down of the generation.

12.1.3 Any force majeure conditions of the Nigam/Discom which affects the

generation of the plant.

12.1.4 Instructions for the disconnection of the generation facility from the

Nigam/ Discom system shall be notified with the reasons and approved by

SLDC for the period/duration indicated by it. However, the

Nigam/Discoms shall take all the reasonable steps to minimize the

number and duration of such interruptions, curtailments or reductions.

No compensation, whatsoever shall be payable by the Discom/Nigam in this regard.


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ARTICLE 13

Verification of solar power

13.1 PPA shall be valid for duration of minimum 25 years from COD

13.2 The grid interactive solar PV power plants, will not be transferable to a new

management or sold to any other company without prior written approval from HPPC.

In the event of transfer without prior approval from the HPPC or in the event of any

default, the contract will be liable for termination. However, new owner shall have to

comply with the eligibility criteria as per NIT & honor all terms and conditions of PPA.

13.3 Third party sale, banking and wheeling of power is not permitted.

13.4 The project developers will maintain a record of power generation, incident solar

radiation on the PV array surface, Capacity Utilisation Factor and other technical

features of the power plant for the entire period of PPA. A copy of the data should

also be available in electronic form and sent to HPPC monthly. This record will also

be made available readily for verification/audit purposes, if required.

13.5 Third Party Verification

13.5.1 The company shall be further required to provide entry to the site of the

Power Project free of all encumbrances at all times during the Term of the

Agreement to HPPC and a third Party nominated by any Indian

Governmental Instrumentality for inspection and verification of the works

being carried out by the company at the site of the Power Project.

13.5.2 The third party or HPPC may verify the construction works/operation of the

Power Project being carried out by the company and if it is found that the

construction works/operation of the Power Project is not as per the Prudent

Utility Practices, it may seek clarifications from company and shall submit

monthly progress report to HPPC.


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ARTICLE 14

DISPUTES AND ARBITRATION

14.1 Both the parties shall comply with the provisions of this Agreement and discharge

the respective obligations. In the event of disagreement and if the issue is

unresolved, a meeting shall be held between authorized representatives of the IPP

and HPPC to resolve the issue. In case the issue is still unresolved, provisions of

this clause shall apply.

14.2 In the event of such differences or disputes, between the parties, either party may

by written notice of 30 days to the other party request to other party for resolution of

dispute through arbitration as per The Electricity Act, 2003.

14.3 All differences or disputes between the parties arising out of or in connection with

these presents, including any question or matter of dispute which falls within the

scope and purview of the statutory authorities under the provisions of the Electricity

Act 2003 as amended from time to time, that the parties are unable to resolve by

mutual agreement, shall be referred to HERC for adjudication.

14.4 Notwithstanding the existence of any question, disputes and differences referred to

arbitration, the parties hereto shall continue to perform their respective obligations

under this agreement and make payment of the undisputed part of the bill and for

the disputed part, and the parties shall try to settle amicably. If the dispute is not

settled during such discussion, then either party may refer the same for Arbitration

as per Article 14.3.

14.5 JURISDICTION – All legal proceedings arising and in connection with this

Agreement shall be subject to the jurisdiction of the Punjab & Haryana High Court,

Chandigarh and its subordinate courts at Panchkula.


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ARTICLE 15

DURATION:

15.1 This agreement shall become effective upon the execution and delivery thereof by

the Parties hereto and unless terminated pursuant to other provisions of the Agreement,

and shall continue to be in force for a period of 25 years from Date of Commissioning.


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ARTICLE 16

EVENTS OF DEFAULT AND TERMINATION:

16.1 EVENTS OF DEFAULT OF COMPANY

16.1.1 The occurrence or combination of the following events at any time during the

term of this agreement shall constitute events of default by the company.

a) The failure to commence supply of power to Discom up to the Contracted

Capacity, relevant to the Scheduled Commissioning Date i.e. 13 months from

the date of signing of PPA.

b) Failure to pay to the HPPC any amount payable and due under this

agreement within Ninety (90) calendar days after receipt of invoice.

c) Failure on the part of the Company to use reasonable diligence in operating,

maintaining or repairing the Company’s facility such as safety of persons &

property the Haryana Discom’s equipment or Discom service to others is

adversely affected.

d) Failure or refusal by the Company to perform its material obligation under this

agreement.

e) Failures to use GOI/State Policy for promoting Generation of Electricity

through Solar as notified by IREDA/HAREDA.

f) Abandonment of its generation facilities by the Company or discontinuance by

the Company of services covered under this Agreement without any

reasonable cause.

g) The solar PV power project developer is not allowed to use any other source

of power generation along with the solar power project, at any time after the

PV power plant is connected to the Grid. If it is found that any other sources of

power generation is in use or have been used to feed power to the Grid

through the same meter or for captive use, the contract shall be out rightly

terminated and necessary legal/criminal action against the company shall be

initiated. the company shall pay amount equivalent last six months bills as

penalty to HPPC within 60 days from the date of termination of PPA.

h) Occurrence of any other event which is specified in this Agreement to be a

material breach/ default of the solar power developer.

i) Change in controlling shareholding before the specified time frame as

mentioned in Article 7.1.1 of this agreement.


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16.1.2 i) Subject to the terms of this Agreement, upon occurrence of a SPD

Event of Default under this Agreement, the lenders in consultation with HPPC

may exercise their rights, if any, under Financing Agreements, to seek

substitution of the SPD by a selectee for the residual period of the

Agreement, for the purpose of securing the payments of the total debt amount

from the SPD and performing the obligations of the SPD. Provided that any

substitution under this Agreement can only be made with the condition that

the selectee meets the eligibility requirements of Notice Inviting Tender (NIT)

Documents issued by HPPC and accepts the terms of PPA signed between

SPD and HPPC.

ii) The lenders in consultation with HPPC may seek to exercise right of

substitution by an amendment of the PPA in favour of the selectee. The SPD

shall cooperate with the HPPC to carry out such substitution and shall have

the duty and obligation to continue to operate the Power Project in

accordance with this PPA till such time as the substitution is finalized.

16.2 EVENTS OF DEFAULT OF HPPC:

16.2.1 The occurrence of any of the following at any time during the term of this

Agreement shall constitute Events of Default by the HPPC:

a) Failure to pay to the company any amount payable and due under this

agreement within Ninety (90) calendar days after receipt of invoice.

b) Failure or refusal by HPPC to perform its material obligations under this

Agreement.

16.3 If any Event of Default by either party extends for a period of Ninety (90) Calendar

days after the receipt of written notice of such event of Default from the non

defaulting party, then the non defaulting party may, at its option, terminate this

agreement by delivering 15 days written notice of such termination to the party in

default.

16.4 Failure by either the HPPC or the Company to exercise any of these rights under

this Agreement shall not constitute a waiver of such rights. Neither party shall be

deemed to have waived any failure to perform by the other unless it has made

such waiver specifically in writing.

16.5 Occurrence of any other event which is specified in this Agreement to be a

material breach/default of HPPC/Discoms.


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ARTICLE 17

FORCE MAJEURE

17.1 If any party hereto is wholly or partially prevented from performing any of its

obligations under this Agreement by reason of or through lightning, earthquake,

drought, volcanic eruption, landslides, typhoon, radioactive contamination, fire,

floods, invasion, insurrection, rebellion, mutiny, tidal wave, civil unrest, riot,

epidemics, explosion, the order of any court, judge or civil authority, change in

state or national law, war, any act of God or the public enemy or any other

similar cause beyond its exclusive control and not attributable to its neglect,

then and in any such event, such party shall be excused from whatever

performance is prevented by such event to the extent so prevented and such

party shall not be liable for any damage, sanction or any claim for any loss

resulting there from.

17.2 Force Majeure Exclusions

Force Majeure shall not include (i) any event or circumstance which is within the

reasonable control of the Parties and (ii) the following conditions, except to the

extent that they are consequences of an event of Force Majeure:

a) Unavailability, late delivery, or changes in cost of the plant, machinery,

equipment, materials, spare parts or consumables for the Power Project;

b) Delay in the performance of any contractor, sub-contractor or their

agents;

c) Non-performance resulting from normal wear and tear typically

experienced in power generation materials and equipment;

d) Strikes at the facilities of the Affected Party;

e) Insufficiency of finances or funds or the agreement becoming onerous to

perform; and

f) Non-performance caused by, or connected with, the Affected Party’s:

i. Negligent or intentional acts, errors or omissions;


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ii. Failure to comply with an Indian Law; or

iii. Breach of, or default under this Agreement.

17.3 The party invoking this clause shall satisfy the other party of the existence of

such an event and give written notice within Seven (7) days to the other party

and take all possible steps to revert to normal conditions. In case of failure to

intimate within specified period, the event shall not be treated as force majeure

event.

17.4 To the extent not prevented by a Force Majeure Event pursuant to Article 17.1,

the Affected Party shall continue to perform its obligations pursuant to this

Agreement. The Affected Party shall use its reasonable efforts to mitigate the

effect of any Force Majeure Event as soon as practicable. The affected party

shall give the other party regular reports on the progress of those remedial

measures & such other information as the other party may reasonably request

about the force majeure event.


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ARTICLE NO 18

Technical Parameter of PV Module for use in Grid Connected Solar Power

Plants

The following are some of the technical measures required to ensure quality of the

PV modules used in grid connected solar PV power projects.

1. PV Module Qualification

i) The PV modules used in the grid connected solar PV power projects must qualify

to the latest edition of any of the following IEC PV module qualification test or

equivalent BIS standard:-

a. Crystalline Silicon Solar Cell Modules IEC 61215

b. Thin Film Modules IEC 61646

c. Concentrator PV modules IEC 62108

ii) In addition, PV modules must qualify to IEC 61730 for safety qualification

testing. For the PV modules to be used in a highly corrosive atmosphere throughout

their lifetime, they must qualify to IEC 61701.

2. Qualification of BoS items

The solar PV power plants must use PV modules and other balance of systems,

components, which must qualify to the latest edition of BIS or IEC standards issued

in this regard. The project developer must provide a copy of the relevant test reports

and certificates to HPPC.

3. Authorized Test Centres

The PV modules must be tested and approved by one of the IEC authorized test

centres.

Test certificates can be from any of the NABL / BIS Accredited Testing /

Calibration Laboratories in India. In addition a PV module qualification test certificate

as per IEC standard, issued by ETDC, Bangalore or Solar Energy Centre will also be

valid. Copy of test certificate shall be provided to HPPC.

4. Warranty

The mechanical structures, electrical works and overall workmanship of the grid

solar power plants must be warranted for a minimum of 5 years.


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To install new machinery/modules as per latest BIS/IEC in the plant and PV module

in the grid solar power plant must be warranted for output wattage, which should not

be less than 90% at the end of 10 years and 80% at the end of 25 years.

The modules shall be warranted for at least 10 years for failures due to material

defects and workmanship.

5. Identification and Traceability

Each PV module used in any solar power project must use a RF identification

tag. The following information must be mentioned in the RFID used on each module

(This can be inside or outside the laminate, but must be able to withstand harsh

environmental conditions.):-

(i) Name of the manufacturer of PV Module

(ii) Name of the Manufacturer of Solar cells

(iii) Month and year of the manufacture (separately for solar cells and module)

(iv) Country of origin (separately for solar cells and module)

(v) I-V curve for the module at Standard test condition

(vi) Wattage, Im, Vm and FF for the module

(vii) Unique Serial No and Model No of the module

(viii) Date and year of obtaining IEC PV module qualification certificate

(ix) Name of the test lab issuing IEC certificate

(x) Other relevant information on traceability of solar cells and module as per

ISO 9000.

Site owners would be required to maintain accessibility to the list of module IDs

along with the above parametric data for each module.

6. The company must install necessary equipment to continuously measure solar

irradiance (including GHI, DHI & Solar Radiation in module plane), ambient

temperature, wind speed & weather monitoring station (Pyranometer, temperature

sensor, anemometer, range gauge and humidity sensor) at project sites and other

weather parameters and simultaneously measure the generation of DC Power as

well as AC Power generated from the solar power plant. SPD/Bidder will be required


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to submit this data available to HPPC on regular monthly basis for the entire duration

of PPA.

7. The entire grid connected solar PV Power Plants are also required to meet

scheduling guidelines as per applicable regulations, they shall ensure connectivity of

generation data with a separate on line link with SLDC.

8. In addition the Power Conditioning Units used in the plant must qualify to latest

edition of IEC standards or equivalent BIS i.e. IEC 61683, IEC 62116 – 2008, IEC

60068-2, IEC 61000, IEC 62109-1&2 for electrical safety and IEEE 1547/UL-1741 for

protection against Islanding of Grid and grid interconnectivity and parallel operations.

It must have valid test certificates for their qualification as per Specified BIS/IEC

standard by one of the NABL Accredited test centre in India and the test certificates

shall be provided to HPPC.

9. All electrical equipments, breakers, transformer, switchyard protective equipments,

metering, CTs/PTs, panels and other balance of systems, components (cables,

connectors, junction boxes, surge protection device, kiosks etc) used in SPV power

plants must qualify to the latest edition of BIS or IEC standards. The company must

provide a copy of relevant test reports and certificate to HPPC.

10. Suitable structures with proper galvanization need to be used where the identified

locations may have harsh environmental conditions. The fasteners used must be

high quality stainless steel of SS304/316 grades or UNS S20430 grade with suitable

corrosion resistance coating to avoid rusting due to prolonged exposure.


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ARTICLE NO 19

Commissioning Procedure

(i) At the time of commissioning, the HPPC shall verify compliance of technical

parameter of the Project before issuing commissioning certificate as per

prescribed format (Annexure-III).

(ii) SPDs shall give to the concerned RLDC/SLDC & HPPC at least sixty (60)

days advance preliminary written notice, of the date on which it intends to

synchronize the Power Project to the Grid System. SPD shall be solely

responsible for any delay or non-receipt of the notice by the concerned agencies,

which may in turn affect the Commissioning Schedule of the Project.

(iii) A Solar PV Project will be considered as commissioned if all equipment as

per rated project capacity has been installed and energy has flown into the grid.

(iv) The SPD shall submit the status of installation of equipment to HPPC as per

prescribed format Annexure-I, at least 10 days prior to the commissioning date.

(v) SPD shall ensure that the equipment up to the rated Capacity has been

installed and completed in all respects before the Schedule Commissioning Date.

The same shall be verified by the competent authority of DISCOM/Utility, during

their visit to the Project and documented as per prescribed format (Annexure-II).

(vi) Electrical inspector report shall be made a part of the commissioning

certificate. It would be the responsibility of the SPD to collect the certificate and

submit the same to HPPC.

(vii) SPD shall ensure Connectivity to the grid from concerned CTU/STU/ DISCOM

and Grid connectivity report (Annexure-II) shall be issued by competent Authority

of DISCOM/STU.

(viii) Joint Meter Reading (JMR) shall be taken at Delivery Point at the time of

connectivity/synchronization of the Project with Grid. This shall include

information of Main, Check meters installed in the respective premises.

(ix) Synchronization and Commissioning Certificate as per prescribed format

(Annexure-III & IV) shall be issued by respective CTU/STU/DISCOM for

ascertaining injection of power into grid.

(x) Snap shot of the plant from various angles shall be taken for covering installation of important components of solar power plant and made part of installation report.


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Annexure-I

(To be provided by SPD and to be submitted at least 10 days prior to commissioning date)

Status - Installation Report

Sr. No.

Capacity of Plant (MW)

Capacity commissioned (MW)

i Technology used (Mono/Multi Crystalline/thin film/Others; please specify along with capacity of each type)

ii Rating of each module(Wp)

iii Angel from horizontal at which array is installed

iv Number of modules installed of each type

v Sources(S)of the cells installed of each type

vi Sources(S)of the Modules installed of each type

vii Number of PCUs/Inverters installed

viii Sources of PCUs/Inverters (Name of supplier with address)

ix Ratingof PCUs/inverters

x

Status of completion of work as on date ,

(i) Capacity of PV array

(ii) PCUs

(iii) transformer

likely date of completion of the above activities


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Annexure - II

(To be provided by concerned CTU/STU/Transmission Utility/DISCOM)

Grid Connectivity Report

The company has completed the work for commissioning of <KV> Bay & Metering

Equipment to interconnect the <MW> Solar Power Generation Plant (having <technology>)

with Grid off Nigam/DISCOM installed at <village>,<Tehsil>,<District> in the

<state>on<date>.The details of Solar Power Plant are as under:-

S. No. Solar Power

Developer & Location

Capacity

Mentioned in

Agreement

Connectivity Details of Solar Power

Plant (Transformer,

Inverter, Modules,

Switchgear)

1 <M/s> <> MW Metering Detail at

deliver Point

(<Village>)

A) Transformer

<Village> <Make/Type:>

<Tehsil> S.No. of <kV> CT <Sr. No.>

<District. i) <R-Phase> B) Inverters with Anti-

islanding

ii) <Y-Phase> <Make/Type:>

iii) <B-Phase> <Sr. No.>

C) Modules

<Make: >

S.No. of < kV> PT <W>, < W >

i) <R-Phase> <Total: Nos.>

ii) <Y-Phase> D) Switchgear Panels

iii) <B Phase> <Make/Type:>

S.No. of Main<ABT>

Meter> S.No. of Check

<ABT Meter> Metering

Equipment installed at

Receiving end on dated:

<>

<Sr. No.>

Protection Provided:

Under/Over voltage,

Over current & Earth

fault etc.


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The commissioning date of various equipments is as under:

<KV> lines from ------------to-----------, completed on date ------------.

Line bay at <KV>GSS, ----------- charged for---- on ---------.

<KV>line charged from -------- to ------------ on date--------------.

Main and check metering commissioned on ----------(initial record of main /check meters at

the time of commissioning is to be taken and enclosed)

Complete system commissioned on date ----------

The joint Inspection Report of metering arrangement & copy of permission of electrical

Inspector is enclosed herewith.


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Annexure-III

(To be issued by competent authority of CTU/STU/DISCOM)

Synchronization Certificate

1. It is certified that ------MW (Capacity) Solar Photovoltaic Power Project of M/s.---------,

Village--------Tehsil-----------, district------------was Grid connected on ----------(Date) at

---------Hrs.

2. It is further Certified that the project was synchronized and supply of power into grid

from the project has been started on ----------(Date) at ----------Hrs.

3. It is further certified that injection of power into the grid from the project has been

successfully achieved and ------------kWh has been injected from--------hrs. to --------

hrs. on ----------------- date.

The above certificate issued on the basis of MNRI record of JMR. Copy of duly

signed MRI of main, check & standby meter is enclosed.

Signature Name & Designation

Office seal of the verifying officer

Annexure-IV

(To be issued by SE/GM of CTU/STU/DISCOM)

Commissioning Certificate (COD) for solar project

1. This is certified that M/s------------------------------------having its registered office at ------

-------------------------- has successfully commissioned------MW/out of total ----------MW

installed/contracted capacity on ---------date of their solar PV plant at village Village---

-----Tehsil-----------, district------------ and state----------.

The part commissioning/COD certificate has been issued on the basis of following

documents enclosed.

(i) Installation report including snap shot of the project from various angels

(ii) Electrical Inspector Report

(iii) Grid Connectivity Report

(iv) Copy of duly signed MRI

Signature Name & Designation

Office seal of the verifying officer


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ARTICLE 20

CHANGE IN LAW

20.1 Definitions In this Article 20, the following terms shall have the following meanings:

20.1.1 The parties acknowledge and accept that in the Agreement it is not possible to

envisage all the eventualities that may arise in the course of the dealing between the parties.

In the course of the implementation of the Agreement, the parties may be faced with matters,

which have not been expressly dealt within this Agreement. The parties shall discuss and

find an appropriate solution to such matters amicably and act on best endeavor basis

keeping in view the interest of both the parties. If the parties are unable to arrive at a

settlement, the matter shall be referred to the HERC for settlement.

20.1.2 "Change in Law" means the occurrence of any of the following events after the

Effective Date resulting into any additional recurring/ non-recurring expenditure by the SPD

or any income to the SPD:

the enactment, coming into effect, adoption, promulgation, amendment, modification

or repeal (without re-enactment or consolidation) in India, of any Law, including rules

and regulations framed pursuant to such Law;

a change in the interpretation or application of any Law by any Indian Governmental

Instrumentality having the legal power to interpret or apply such Law, or any

Competent Court of Law;

the imposition of a requirement for obtaining any Consents, Clearances and Permits

which was not required earlier;

a change in the terms and conditions prescribed for obtaining any Consents,

Clearances and Permits or the inclusion of any new terms or conditions for obtaining

such Consents, Clearances and Permits; except due to any default of the SPD;

any change in tax or introduction of any tax made applicable for supply of power by

the SPD as per the terms of this Agreement.

but shall not include (i) any change in any withholding tax on income or dividends

Distributed to the shareholders of the SPD, or (ii) any change on account of

Regulatory measures by the Appropriate Commission.

20.2 Relief for Change in Law 20.2.1 The aggrieved Party shall be required to approach the state Commission for seeking approval of Change in Law and consequent impact on tariff.


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20.2.2 The decision of the State Commission to acknowledge a Change in Law and the date from which it will become effective, provide relief for the same, shall be final and governing on both the Parties.


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ARTICLE 21

MISCELLANEOUS

21.1 LIAISONING WITH & ASSISTANCE FROM THE HPPC

21.1.1 The Company shall keep a close liaison with the Nigam Load Despatch

Centre and/or other designated officers/officials of the HPPC during the period this

agreement is in force. The company shall furnish in the last week of every month

supply plan indicating the total quantum of electricity likely to be delivered in the next

month to HPPC.

21.1.2 The Company shall also inform the date of commencement of delivery of

power one month in advance to HPPC.

21.1.3 The company shall coordinate with HPPC for testing & commissioning of the

protection system at least 60 days in advance before synchronization.

21.2 CARBON CREDIT

Carbon credit benefit will be shared as per HERC regulations in the manner

elaborated hereunder or as amended from time to time by HERC

a) 100% of the gross proceeds on account of CDM benefit to be retained by

the project developer in the first year after the date of commercial operation

of the generating station;

b) In the second year, the share of the beneficiaries shall be 10% which shall

be progressively increased by 10% every year till it reaches 50%, where

after the proceeds shall be shared in equal proportion, by the generating

company and the beneficiaries.

21.3 ASSIGNMENT:

This Agreement shall be binding upon, and inure to the benefit of the Parties and

their respective successors and permitted assigns. This Agreement shall not be

assigned by any Party other than by mutual consent between the Parties to be

evidenced in writing. Provided that such consent shall not be withheld if HPPC

seeks to transfer to any transferee all of its rights and obligations under this

Agreement.


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Provided further that any successor(s) or permitted assign(s) identified after

mutual agreement between the Parties may be required to execute a new

agreement on the same terms and conditions as are included in this agreement.

21.4 INDEMNIFICATION:

1. The IPP shall indemnify, defend and hold harmless the Nigam/HPPC and its members, Directors, Officers, employees and agents and their respective heirs, successors, legal representatives and assigns from and against any and all liabilities, damages, costs expenses(including attorneys fees), losses, claims, demands, action, cause of action, suits and proceedings of every kind, including those for damage to property of any person of entity (including the IPP) and/or for injury to or death of any person (including the IPP’s employees and agents) which directly results from partial/total grid failure or arise out of or in connection with negligence or willful misconduct of the Company.

2. The HPPC shall indemnify and hold harmless the IPP/Company and its Directors, Officers, Employees and Agents and their respective heirs, successors, legal representatives and assigns, from and all liabilities, damages, costs, expenses(including outside attorneys fees), losses, claims, damage to the property or any person or entity(including the HPPC) and/or injury to or death person (including the HPPC’s employees and agents) which directly or indirectly result from or arise out of or in connection with the negligence or willful misconduct of the HPPC.

21.5 AMENDMENTS:

Any waiver, alteration, amendment or modification of this Agreement or any part thereof

shall not be valid unless it is in writing and signed by the parties.

21.6 BINDING EFFECT:

This agreement shall be binding upon and ensure to the benefit of the parties hereto and

their respective successors, legal representatives and permitted assigns.

21.7 CONFIDENTIALITY:

The Parties undertake to hold in confidence this Agreement and not to disclose the terms

and conditions of the transaction contemplated hereby to third parties, except:

a) To their professional advisors.

b) To their officers, contractors, employees, agents or representatives,

financiers, who need to have access to such information for the proper

performance of their activities or


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c) Disclosures required under Law.

Without prior written consent of the other parties.

21.8 SEVERABILITY:

The invalidity or unenforceability, for any reason, of any part of this Agreement shall

not prejudice or affect the validity or enforceability of the remainder of this

Agreement, unless the part held invalid or unenforceable is fundamental to this

Agreement.

21.9 AUTHORITY TO EXECUTE:

Each respective party represents and warrants as follows:

Each respective party has all necessary rights, powers and authorities to execute

deliver and perform this Agreement.

The execution delivery and performances of this Agreement by each

respective party will not result in a violation of any law or result in a breach of any

government authority or conflict which result in a breach of or cause a default under

any agreement or instrument to which either respective party is a party or by which it

is bound No consent of any person or entity not a party to this Agreement, including

any governmental authority is required for such execution, delivery and performance

by each respective party.

21.10 NOTICES:

21.10.1 Any written notice provided hereunder shall be delivered personally or sent by

registered post acknowledgement due or by courier for receipted delivery with

postage or Courier charges prepaid to the other party at the following address:

HPPC : Chief Engineer Haryana Power Purchase Centre, Shakti Bhawan, Sector-6, Panchkula – 134 109

IPP :

21.10.2 Notice delivered personally shall be deemed to have been given when it is


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delivered at the address set forth above and when it is actually delivered to such

person or left with a responsible person in such office. Notice sent by post or

courier shall be deemed to have been given on the date of actual delivery as

evidenced by the date appearing on the acknowledgement of delivery.

21.10.3 Any party hereto may change its address for written notice by giving written

notice of such changes to the other party hereto.

22 EFFECT OF SECTION HEADINGS

The headings or titles of the several sections hereof are for convenience of

reference and shall not affect the construction or interpretation of any provision of

this Agreement.

23 RELATIONSHIP OF THE PARTIES:

Nothing in the Agreement shall be deemed to constitute either party hereto as

partner, agent or representative of the other party or to create any fiduciary

relationship between the parties.

24 GOVERNING LAW:

This agreement shall be governed by and construed in accordance with the

prevailing laws.

25 NO PARTY DEEMED DRAFTER

The parties agree that no party shall be deemed to be the drafter of this agreement

and that in the event of this agreement is ever construed by arbitrators or by court of

law, they shall not construe this agreement or any provisions hereof against either

party as the drafter of the agreement, the HPPC and the society acknowledging that

both parties have contributed and materially to the preparation of this agreement.

26 APPROVALS

Wherever either HPPC or Company approvals are required in this agreement, it is

understood that such approvals shall not be unreasonably withheld.


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27 NON WAIVER

No delay or forbearance by either party in the exercise of any remedy or right will

constitute a waiver thereof, and the exercise or partial exercise of a remedy or right

shall not preclude further exercise of the same or any other remedy or rights.

IN WITNESS WHEREOF, the HPPC and the Company have executed this Agreement as on

day of in the year 2015.

For the Company For the HPPC

By By

Its Its

Witnesses by Witnesses by

Name Name

Designation Designation

Address Address

REVISED NOTICE INVITING TENDER - uhbvn

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