EASTERN POWER DISTRIBUTION COMPANY OF AP LIMITED …

Issued by

Southern Power Distribution Company

of Andhra Pradesh Limited (APSPDCL)

Tirupati

Chittoor District Andhra Pradesh

Telephone 0877-2284109 Extn 200

Fax 0877-2284111

Email gmipcspdclgmailcom

Bid Deadline 18 March 2019

February 122019

February

February 11 2019

SOUTHERN POWER DISTRIBUTION COMPANY OF AP LIMITED (APSPDCL)

amp EASTERN POWER DISTRIBUTION COMPANY OF AP LIMITED (APEPDCL)

(JOINTLY the APDISCOMs)

REQUEST FOR SELECTION (RFS) for Procurement of

600 MW Flexible Schedulable Power on long-term basis (25 years) from Wind-Solar

Hybrid Project with Energy storage technologies

RfS(Bid)NoAPSPDCLFSP012019

DISCLAIMER

1 The RfS document is not transferable

2 ThoughadequatecarehasbeentakeninpreparationofthisdocumenttheBiddershallsatisfyhi

mselfthatthedocumentiscompleteinallrespectsAnydiscrepancynoticedinthedocumentshal

lbe intimated tothisofficeimmediatelyIfno intimationis

receivedfromanyBidderwithinSeven daysfromthedateofissueofthe RfSdocument

itwouldbe construedthatRfS documentiscomplete inallrespects andisupto

thesatisfactionofthe Bidder

3 ThisRFSisnotanagreementandisneitheranoffernorinvitationbytheSouthernPowerDistribut

ionCompanyofAndhraPradeshLimited(ldquoAPSPDCLrdquo)totheprospectiveBiddersoranyotherpe

rsonThepurpose of

thisRfSistoprovideinterestedpartieswithinformationthatmaybeusefultotheminmakingthei

rfinancialoffers(Bids)pursuanttothisRfSThisRfSincludesstatementswhichreflectvariousas

sumptionsandassessmentsarrivedatbytheAPSPDCLinrelationtotheProjectSuchassumptio

nsassessmentsandstatementsdonotpurporttocontainalltheinformationthateachBidderma

yrequireThisRfSmaynotbeappropriateforallpersonsanditisnotpossiblefortheAPSPDCLits

employeesoradvisorstoconsidertheinvestmentobjectivesfinancialsituationandparticularn

eedsofeachpartywhoreadsorusesthisRfSTheassumptionsassessmentsstatementsandinfo

rmationcontainedintheBiddingDocumentsmaynotbecompleteaccurateadequateorcorrec

tEachBiddershouldthereforeconductitsowninvestigationsandanalysisandshouldcheckthe

accuracyadequacycorrectnessreliabilityandcompletenessoftheassumptionsassessments

statementsandinformationcontainedinthisRfSandobtainindependentadvicefromappropria

tesources

4 InformationprovidedinthisRfStotheBidder(s)isonawiderangeofmatterssomeofwhichmay

dependuponinterpretationoflawTheinformationgivenisnotintendedtobeanexhaustiveacc

ountofstatutoryrequirementsandshouldnotberegardedasacompleteorauthoritativestatem

entoflawTheAPSPDCLacceptsnoresponsibilityfortheaccuracyorotherwiseforanyinterpret

ationoropinion onlawexpressedherein

5 TheAPSPDCLitsemployeesandadvisorsmakenorepresentationorwarrantyandshallhavenol

iabilitytoanypersonincludinganyApplicantorBidderunderanylawstatuterulesorregulatio

nsortortprinciples of restitutionorunjustenrichment or

otherwiseforanylossdamagescostorexpensewhichmayarisefromorbeincurredorsufferedo

naccountofanythingcontainedinthisRfSorotherwiseincludingtheaccuracyadequacycorrec

tnesscompletenessorreliabilityoftheRfSandanyassessmentassumptionstatementorinfor

mationcontainedthereinordeemedtoformpartofthisRfSorarisinginanywayforparticipation

inthisBidStage

6 TheAPSPDCLalsoacceptsnoliabilityofanynaturewhetherresultingfromnegligenceorotherw

isehowsoevercausedarisingfromrelianceofanyBidderuponthestatementscontained

inthisRfS

7 TheAPSPDCLmayinitsabsolutediscretionbutwithoutbeingunderanyobligationtodosoupda

teamendorsupplementtheinformationassessmentorassumptionscontainedinthisRfS

8 The issue of this RfS does not imply that the APSPDCL is bound to select a Bidder or to

appoint the Selected Bidder or Supplier as the case may befor the Project and the

APSPDCL reserves the right to reject all or anyofthe Bidders or Bids without assigning

anyreason whatsoever

9 TheBiddershallbearallitscostsassociatedwithorrelatingtothepreparationandsubmissionofi

tsBidincludingbutnotlimitedtopreparationcopyingpostagedeliveryfeesexpensesassociat

edwithanydemonstrationsorpresentationswhichmayberequiredbytheAPSPDCLoranyothe

rcostsincurredinconnectionwithorrelatingtoitsBidAllsuchcostsandexpenseswillremainwi

ththeBidderandtheAPSPDCLshallnotbeliableinanymannerwhatsoeverforthesameorforany

othercostsorotherexpensesincurredbyaBidderinpreparationorsubmissionoftheBidregard

lessoftheconductoroutcomeoftheBiddingProcess

10 SouthernPowerDistributionCompanyofAndhraPradeshLimited(ldquoAPSPDCLrdquo)reservestheri

ghttomodifyamendorsupplementorcancelthisRfSdocumentwithoutanypriornoticeorwith

outassigninganyreason

AuthorizedPersonChiefGeneralManager(Projects amp IPC)

AddressAPSPDCLKesavayanaguntaTiruchanoorRoadTirupatiAndhraPradesh -517501

Tel0877-2284109Extn200

Fax 0877-2284111

Emailgmipcspdclgmailcom

PlaceTirupati

Date 12-Feb-2019

SouthernPower DistributionCompanyLimitedofAndhra Pradesh(APSPDCL)

RfS for Solar-Wind Hybrid Project with Energy storage technologies

Bid Information Sheet

Document Description RfS document for procurement ofFlexible

Schedulable Power on long-term basis ie 25 years

from Wind-Solar Hybrid Project with Energy

storage technologies for Contracted Capacity of

600 MW with supply of 864 MU per day

RfS Noamp Date RfS(Bid)NoAPSPDCLFSP012019 amp 12-02-2019

Date of commencement of downloading of

RfS document 12-02-2019

Pre-bid Conference

ClarificationMeeting 25-02-2019

Last date amp Time for

a) OnlineSubmissionof Response to RfSand

b) Submission of all documents as perClause

320 (A) physically at APDISCOMs office

Andhra Pradesh

18-03-2019 1300 Hrs

Online Bid Opening (Techno- Commercial) 18-03-2019 1500 Hrs

Financial Bid Opening 25-03-2019

Processing Fee (non- refundable)

Rs 3 Lakh +18 GST for each response to RfS to

be submitted either through NEFTRTGS transfer

in the account of APDISCOMs or in the form of DD

Pay Order payable in favour of ldquoPay officer

APSPDCL Tirupatirdquo payable at Tirupati or through

RTGS to Account No 52089645509 IFSC code

SBI0020328 PAN NO AAHC4056Q

Earnest Money Rs 10 Lakh per MW of Offered

Capacity is to be submitted in the form of Bank

Guarantee along with the Response to RfS

Name Designation Address and other

details (For Submission of Response to

Chief General Manager (Projectsamp IPC) Address APSPDCL Kesavayanagunta Tiruchanoor

Road Tirupati Andhra Pradesh - 517501

Tel 0877-2284109 Extn 200

Fax 0877-2284111 Email gmipcspdclgmailcom

Details of persons to be contacted in case

of any assistance required

1)Chief General Manager (Projectsamp IPC) Address APSPDCL Kesavayanagunta Tiruchanoor

Tel 0877-2284109 Extn 200

Fax 0877-2284111 Email gmipcspdclgmailcom 2) Chief EngineerIPCampPSAPPCC Address2nd floor Main building Vidyuth Soudha APTRANSCO Gunadala Vijayawada-520004 Mobile7382943949

Important Note Bidders are requested to remain updated for any

noticesamendmentsclarifications etc to the RfS document through the websites No separate

notifications will be issued for such noticesamendmentsclarifications etc in the print media

or individually Intimation regarding notificationamendmentsclarifications etc shall be

updated on wwweprocurementgovin orhttpstenderapeprocurementgovin

Information pertaining to Bid submission via e-Procurement platform

1 Issue of RfS

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

indicated in the RfS All those interested in obtaining the RfS may download the RfS from

httpstenderapeprocurementgovin Please visit httpstenderapeprocurementgovinfor

details regarding online submission of the RfS

Bidders are required to procure a Digital Signature Certificate from any Certifying Authorities

(CA) in India from the list mentioned in the below URL

httpstenderapeprocurementgovinDigitalCertificatesignaturehtml

The Digital Signature Certificate is mandatory for participation in e-Procurement The Bids can be

submitted only upon logging-in with the Digital Signature Certificate in the eProcurement portal

The bidder would be required to register on the eProcurement market place

wwweprocurementgovin or httpstenderapeprocurementgovin and submit their bids online

Offline bids shall not be entertained by the Authorized Representative for the tenders published

in the e-Procurement platform

The bidders shall submit their eligibility and Qualification details Techno-commercial bid

Financial bid etc in the standard formats displayed in eProcurement web site The bidders shall

upload the scanned copies of all the relevant certificates documents etc in support of their

eligibility criteriaTechno-commercial bids and other certificatedocuments in the eProcurement

web site The bidder shall sign on the statements documents certificates uploaded by them

owning responsibility for their correctnessauthenticity

2 Receipt and Opening of Bid

Bid must be submitted at the website mentioned in the RfS on or before 18-03-2019 (last date of

submission of Bid) 1300 hrs (IST) 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 The Techno-

commercial Bid and the Financial Bid shall be opened as per the time schedule given in Clause 32

of the RfS

The Authorized Representative shall abide by the Government Orders GO Ms No 174 Dated 01-

09-2008 GO Ms No 11 Dated 01-07-2003 GO Ms No4 Dated 17-02-2005 GO Ms No 6

Dated 28-02-2005 GO Ms No 6 Dated 11-1-2005 and GO Ms No Dated 30-12-2005 while

conducting the eProcurement process The Bidders are requested to read these orders available

at httpstenderapeprocurementgovinhtmldownloadasp

3 Payment Of Transaction Fee

The Bidders are required to pay a Non-refundable Transaction fee to MD APTS the service

provider through Payment Gateway Service on E-Procurement platform The Electronic

Payment Gateway accepts all Master and Visa Credit Cards issued by any bank and Direct Debit

facilityNet Banking of ICICI Bank HDFC Axis Bank to facilitate the transaction A GST of 18 +

Bank Charges as applicable on the transaction amount payable to MD APTS shall be applicable

4 Corpus Fund

The User DepartmentAuthorized Representative shall collect INR 25000- (Rupees twenty five

thousand only) from successful bidders on eProcurement platform before entering into

agreement towards eProcurement fund in favor of MD APTS upon declaration of the Successful

Bidder(s) as per the provisions of the RFS the Authorized Representative shall collect this

amount from the Successful Bidder(s) and transfer the same to MD APTS

5 Nodal Person for enquiries and clarifications

All correspondence clarifications in respect of the RfS and submission of the Bid shall be

addressed to

1)Chief General Manager (Projectsamp IPC) Address APSPDCL Kesavayanagunta Tiruchanoor Road Tirupati Andhra Pradesh - 517501

Tel 0877-2284109 Extn 200

2) Chief EngineerIPCampPSAPPCC Address2nd floor Main building Vidyuth Soudha APTRANSCO Gunadala Vijayawada-520004 Mobile7382943949

1 All capitalized words and expressions used in this notification but not defined herein shall have

the same meaning as ascribed to them in the RfS

1 Authorized Representative Southern Power Distribution Company of Andhra

Pradesh Limited (APSPDCL)

2 Authorized Person and

Office address

Tel 0877-2284109 Extn 200

Fax 0877-2284111

3 Tender Number RfS(Bid)NoAPSPDCLFSP012019

4 Tender Subject RfS document for procurement of Flexible

Schedulable Power by Procurer on long-term basis

ie 25 years from Wind-Solar Hybrid Project with

Energy storage technologies for Contracted Capacity

of 600 MW with supply of 864 MU per day

5 Tender Type Open tender

6 Tender Category Open Category

7 Definitions and

Interpretations

For the purpose of eProcurement the following

definitions shall apply

Tender Inviting Authority shall mean the same as

Authorized Representative as per the Definitions

in this RFS

Tender Documents shall mean the same as the

RFS Documents as per the Definitions in this RFS

and the Power Purchase Agreement

ldquoCommercial Bidrdquo or ldquoPrice Bidrdquo shall mean the

same as the Financial Bid as per the Definitions in

this RFS

ldquoPQ Bidrdquo shall mean the same as Pre-Qualification

Bid as per Definitions in this RFS

ldquoTechnical Bidrdquo shall mean the same as ldquoTechnical

Bidrdquo as per the terms of the RFS

Bidders shall also upload a checklist of all

documents enclosed under Technical Bid and

Financial Bid and the file name corresponding to

each documentformat as required under the

RFS This shall be the ldquoPQ Templaterdquo or ldquoTechnical

Templaterdquo and this checklist shall be a part of the

Technical Bid

ldquoEMDrdquo shall mean the same as the EMD as per the

provisions of this RFS

8 Bid BondBid

SecurityEMD

As specified in Clause 310 of the RFS as per the

prescribed Format-63(A)

It should be noted Bid Bond displayed on the NIT

screen of the eProcurement Website is not relevant

to this procurement process

The actual EMD to be submitted by the Bidder shall

be as per Clause 310 of this RFS

9 Bid BondBid

SecurityEMD Payable to

Please refer Clause 310 of this RFS

101 Transaction Fee Transaction fee All the participating bidders who

submit the bids have to pay an amount as levied by

Govt of India on transaction fee through online in

favor MD APTS The amount payable to MD APTS is

non-refundable

102 Corpus Fund Corpus Fund Successful bidder(s) has to pay an

amount of INR 25000 through demand draft in

favor of MD APTS Hyderabad towards corpus fund

at the time of concluding agreement as per the

11 Transaction Fee and MD APTS Hyderabad

Corpus Fund Payable to

12 Place of Tender Opening Vijayawada

13 Officer Inviting Bids

Contact Person

Tel 0877-2284109 Extn 200

Fax 0877-2284111

14 AddressE-mail id Email gmipcspdclgmailcom

15 Contact

DetailsTelephone Fax

For technical queries related to eProcurement

please contact

MsVupadhi Techno Services Pvt Ltd 040-39999700 39999701 39999703

39999704

16 Procedure for Bid

Submission

The Bidder shall submit response to the tender on

eProcurement platform at

httpstenderapeprocurementgovinby following

the procedure given below

The Bidder would be required to register on the e-

procurement market place

httpstenderapeprocurementgovin and submit

their Bids online Offline Bids shall not be

entertained by the Tender Inviting Authority

The Bidders shall submit their eligibility and

qualification details Bid Processing Fee and EMD

(Pre-Qualification) Technical Bid Financial Bid etc

in the online standard formats displayed in

eProcurement web site The Bidders shall upload the

scanned copies of all the relevant certificates

documents etc in support of their eligibility

criteriaTechnical BidBid Processing FeeEMD and

other certificatedocuments in the eProcurement

web site The Bidder shall sign on the statements

documents certificates uploaded by him owning

responsibility for their correctnessauthenticity The

Bidder shall attach all the required documents

specific to the RFS after uploading the same during

the Bid submission as per the RFS and Bid

Documents

1 Registration with eProcurement platform

For registration and online Bid submission Bidders

may contact HELP DESK of

Ms Vupadhi Techno Services Pvt Ltd

1st Floor Ramky Grandiose

Sy No 1362 amp 4 Gachibowli

Hyderabad - 500032

Telangana State 040-39999700 39999701 39999703 39999704

httpstenderapeprocurementgovin

2 Digital Certificate authentication

The Bidder shall authenticate the Bidwith Digital

Certificate for submitting the Bid electronically on

eProcurement platform The Bids not authenticated

by Digital Certificate of the Bidder will not be

accepted

For obtaining Digital Signature Certificate you may

please Contact

Andhra Pradesh Technology Services Limited

Plot No 302 3rd Floor Banu Krishna Nilayam

Ashoka Nagar Velanki Rammohan Rao street

Vijayawada

Mob9963029443

Any other Registration Authority in India The city-

wise list of RAs is available by clicking the link

Apply for a Class-2 Certificate under Enroll

section in the website httpswwwtcs-

catcscoinmca21indexjsp

3 Hard copies

i) Bidders shall submit hard copies of the Bid

Processing Fee and EMD to the address mentioned in

the respective clauses of this RFS (Timelines

specified in Clause 32 of the RFS) Bidders shall also

upload scanned copies of these documents (DD

towards Bid Processing Fee and EMD) as a part of

the PQ Bid on the eProcurement platform

ii) All the Bidders shall invariably upload the

scanned copies of DDBGRTGS particulars in

eProcurement system and this will be one of the key

requirements to consider the bid responsive

iii) The Authorized Representative will notify the

Successful Bidder for submission of original

hardcopies of all the uploaded documents ie

towards Technical Bid and Financial Bid prior to

issuance of the Letter of Award (LOA)

iv) The Successful Bidder shall furnish the original

certificatesdocuments of the uploaded scanned

copies to the Authorized Representative before

signing the LOI either personally or through courier

or post and the receipt of the same within the

stipulated date shall be the responsibility of the

Successful Bidder The Authorized Representative

will not take any responsibility for any delay in

receiptnon-receipt of original

CertificatesDocuments from the Successful Bidder

beyond the stipulated time On receipt of documents

the department shall ensure the genuineness of

certificatesdocuments uploaded by the Bidder in

eProcurement system in support of the qualification

criteria before concluding the agreement

4 Deactivation of Bidders

If any Successful Bidder fails to submit the original

hard copies of uploaded

certificatesdocumentsformats within stipulated

time or if any variation is noticed between the

uploaded documentsformats and the hardcopies

submitted by the Bidder the Successful Bidder will

be blacklisted and barred from participating in the

tenders on eProcurement platform for a period of 3

years The eProcurement system would deactivate

the user ID of such defaulting Bidder based on the

triggerrecommendation by the Authorized

Representative in the system Besides this the

Authorized Representative shall invoke all processes

of law including criminal prosecution of such

defaulting Bidder as an act of extreme deterrence to

avoid delays in the Bid Process for execution of the

development schemes taken up by the government

Other conditions as per the RFS are applicable

It is mandatory for all the participant Bidders to

electronically pay a Non-refundable Transaction fee

to MD APTS the service provider through Payment

Gateway Service on E-Procurement platform The

Electronic Payment Gateway accepts all Master and

Visa Credit Cards issued by any bank and Direct

Debit facilityNet Banking of ICICI Bank HDFC Axis

Bank to facilitate the transactionGST as applicable +

Bank Charges as applicable on the transaction

amount payable to MD APTSshall be applicable

6 Corpus Fund User departments (Tender Inviting

AuthorityAuthorized Representative) shall collect

INR25000- (Rupees twenty five thousand only)

from Successful Bidders on eProcurement platform

before entering into agreementtowards

eProcurement fund in favor of Managing Director

APTS Hence upon declaration of the Successful

Bidder(s) as per the provisions of the RFS the

Authorized Representative shall collect this amount

from all the Successful Bidders(s) and transfer it to

Managing Director APTS

7 RFS Document

The Bidder is requested to download the RFS

document and read all the terms and conditions

mentioned in the RFS Document and seek

clarification if any from the Authorized

Representative Any offline Bid submission clause in

this RFSshall be considered deemed neglected

The Bidder has to keep track of any changes by

viewing the AddendumCorrigenda issued by the

Authorized Representative on time-to- time basis in

the E-Procurement platform The Authorized

Representative inviting Bids shall not be responsible

for any claimsproblems arising out of this

Submission of bids without meeting criteria of

AddendumCorrigenda shall be considered deemed

neglected

8 Bid Submission Acknowledgement

The Bidder shall complete all the processes and steps

required for Bid submission The system will

generate an acknowledgement with a unique Bid

submission number after completing all the

prescribed steps and processes by the Bidder

UsersBidders may also note that the Bids for which

an acknowledgement is not generated by the

eProcurement system are treated as invalid or not

saved in the system Such invalid Bids will not be

available to the Authorized Representative for

processing the Bids The Authorized Representative

is not responsible for incomplete Bid submission by

the Bidders

17 Rights reserved with the

Department

Authorized Representative reserves the right to

accept or reject any or all of the tenders received

without assigning any reasons therefore

18 General Terms and

Conditions

As per the tender documents ie RFS Documents

19 Other information Bidders shall contact Vupadhi Techno Services Pvt

Ltdfor all queries related to Bid submission on the

eProcurement platform

20 EProcurement Conditions

to be followed by the

suppliers in filling the

price form

The following declarations have to be submitted by

the Bidders

1 We the undersigned examined the Conditions of

Contract Specification Special Conditions of

Contract Basic Parameters of the proposed Scheme

and subsequent AddendumsCorrigendum for the

above mentioned works We have examined

understood and checked these documents and have

ascertained that there is no ambiguity in the

Procurerrsquos requirements We accordingly offer to

complete the work in conformity with such

documents for the price as given in the Financial Bid

submitted and attached at the commercial stage ie

commercial template

2 Note Financial Bid attached at commercial stage

ie under commercial templateonly will be

considered for commercial evaluation

3 As per the conditions in the folder management

we have extracted the file uploaded and verified the

contents of the Zipped files to avoid disqualifications

4 We have also read the Note in the folder

management the documents attached to the

commercial Bid stage will be encrypted and stored

Documents uploaded in Common folder and attached

to the technical Bid stage shall not be encrypted

21 Uploading 1 Financial Bids shall be uploaded at the

commercial stage available on the eProcurement

platform which has an encryption facility

2 The Bidder SHALL NOT submit two versions of

the same Financial Bid The Authorized

Representative will only open the file specified in

the ldquoPQ Templaterdquo or ldquoTechnical Templaterdquo

3 In case the Authorized Representative finds

multiple versions of the same Financial Bid such

Bids are liable for rejection by the Authorized

Representative

Section 1 Introduction Background amp Scheme Details

11 Introduction

111 The DISCOMs ie Southern Power Distribution Company of Andhra Pradesh Limited

(ldquoAPSPDCLrdquo) and Eastern Power Distribution Company of Andhra Pradesh Limited

(ldquoAPEPDCLrdquo) intend to procure Flexible Schedulable Power by Procurer on long-term basis

ie 25 years from Wind-Solar Hybrid Project with Energy storage technologies for Contracted

Capacity of 600 MW with supply of 864 MU per day APSPDCL will be the ldquoAuthorised

Representativerdquo of the DISCOMs for implementation of the project Projects selected based on

this RfS shall sign PPA with the DISCOMs in line with terms and conditions of this RfS and the

112 Southern Power Distribution Company of Andhra Pradesh Limited (ldquoAPSPDCLrdquo) incorporated

under the Companies Act 1956 is a distribution utility of Andhra Pradesh that has been

granted license by APERC for carrying on the business of Distribution and Retail Supply of

electrical energy within the Area of Supply and with the powers as per terms of the license

113 The DISCOMs shall enter into Power Purchase Agreement PPA with the Bidders selected based

on this RfS for purchase of Solar- Wind Hybrid power with storage facility selected for a

period of 25 years

114 Successful Bidder would be selected through competitive bidding process for execution of the

Project

115 Only commercially established and operational technologies based projects shall be

considered to minimize the technology risk and to achieve the timely commissioning of the

Project

12 Background

121 Based on Resource plan filing of APDiscoms for 4th and 5th control periods it is estimated that

APDISCOMs would require around 600 MW of Flexible Schedulable power by FY 2021-22 to

meet the grid demand for 95 of time considering daily CUF of 60 and this power can meet

peak demand requirements at any time during the day

122 The Govt of Andhra Pradesh (GoAP) has notified the Andhra Pradesh Wind-Solar Hybrid

Power Policy2018 vide GO MS No 3 dated 03-01-2019 The Policy has a target of 5000 MW

of power procurement from Wind-Solar Hybrid Projects with Energy storage Accordingly to

meet the above objectives APDISCOMs intend to procure Flexible Schedulable Power on long-

term basis ie 25 years from Wind-Solar Hybrid Project with Energy storage for Contracted

Capacity of 600 MW with supply of 864 MU per day

123 With the above objectiveAPDISCOMs has issued this RfS for transparent bidding processThe

RfS provides for a transparent methodology for procurement of power for long-term at a price

determined through competitive bidding process

13 Overview of the RfS

131 Power supplier(s) (hereafter referred to as ldquoPower Supplierrdquo or ldquoSupplierrdquo) selected by

APDISCOMs based on this RfS shall set up Wind-Solar Hybrid Project with Energy storage

technologieson Built Own Operate (BOO) basis and supply power in accordance with the

provisions of this RfS document and standard Power Purchase Agreement (PPA) PPA format

has been enclosed and can be downloaded fromthe websitewwweprocurementgovin

orhttpstenderapeprocurementgovin

132 APDISCOMs shall enter into PPA with the Supplier for a period of 25 years from the date as

per the provisions of PPA The bidders will be free to avail fiscal incentives like Accelerated

Depreciation Concessional Custom Duties Tax Holidays etc available for such projects as per

prevailing conditions and regulations notified by Appropriate Commission The same will not

have any bearing on comparison of bids for selection As equal opportunity is being provided

to all bidders at the time of tendering itself it is up to the bidders to avail various tax and

other benefits No claim shall arise on APDISCOMs for any liability if bidders are not able to

avail fiscal incentives and this will not have any bearing on the applicable tariff

133 Further the Buyer shall have the right to increase or decrease the specified procurement

quantum by upto 20 and in such case shall notify the bidders of the finally decided

RequiredCapacity (MW) at least 7 days prior to the Bid Deadline Procurer shall also have the

right to change the quantum of procurement from each bidder at its own discretion

134 Under the RfS the minimum bid capacity shall be 200 MWand maximum bid capacity

shall be 600 MWDaily Energy corresponding to Contracted Capacity shall be necessarily met

by the Supplier

135 APDISCOMsstate shall sign PPAs with the Power Supplier(s) at the respective

tariffsdiscovered under competitive bidding

136 No separate Central Financial assistance is envisaged for implementation of the projects

selected under this RfS

14 Selection of Technology amp Eligible Projects

141 The projects to be selected for procurement of Flexible Schedulable Power on long-term basis

Capacity of 600 MW with supply of 864 MU per day The Supplier shall have the option to

deploy appropriate Energy storage technology considering the contract period of 25 years

142 Projects under construction projects which are not yet commissioned and projectsalready

commissioned but do not have any long-term PPA with any agency and sellingpower on short-

term or merchant plant basis will also be considered in case theseprojects are not already

accepted under any other Central or State Schemes and donot have any obligations towards

existing buyers

Section 2 Definitions

The terms used in this RfS unless as defined below or repugnant to the context shall have the same

meaning as assigned to them by the Electricity Act 2003 and the rules or regulations framed there

under including those issued framed by the Appropriate Commission (as defined hereunder) as

amended or re-enacted from time to time In case of any ambiguity the definitions as stated in

Electricity Act 2003 will prevail

Following terms used in the document will carry the meaning and interpretations as described

a) Act or Electricity Act 2003 shall mean the Electricity Act 2003 and include any

modifications amendments and substitution from time to time

b) ldquoActual Energyrdquo shall mean as defined in Clause in 331

c) ldquoAffiliaterdquo shall mean a Company that directly or indirectly

i controls or

ii is controlled by or

iii is under common control with the Bidder Supplier and ldquoControlrdquo means as defined

hereunder

d) ldquoAppropriate Commissionrdquo shall mean as defined in the PPA

e) ldquoBidderrdquo mean Bidding Company or a Limited Liability Partnership firm (LLP) or a Bidding

Consortium submitting the Bid Any reference to the Bidder includes Bidding CompanyLLP

Bidding ConsortiumConsortium Member of a Bidding Consortium including its successors

executors and permitted assignee and Lead Member of the Bidding Consortium jointly and

individually as the context may require

f) ldquoBid Capacityrdquo or ldquoOffered Capacityrdquo means aggregate project capacity of all wind-solar hybrid

projects proposed by a bidder

g) ldquoBidding Consortiumrdquo or ldquoConsortiumrdquo shall refers to a group of Companies (maximum of 3)

that has collectively submitted the response in accordance with the provisions of this RfS under

a Consortium Agreement

h) ldquoBuying Entityrdquo or ldquoBuying Entitiesrdquo or ldquoBuyerrdquo or ldquoBuyersrdquo or ldquoProcurerrdquo means

APDISCOMs who shall sign the Power Purchase Agreement with the Supplier

i) ldquoChartered Accountantrdquo For Bidders incorporated in India ldquoChartered Accountantrdquo shall

mean a person practicing in India or a firm whereof all the partners practicing in India as a

Chartered Accountant(s) within the meaning of the Chartered Accountants Act 1949

j) For Bidders incorporated in countries other than India ldquoChartered Accountantrdquo shall mean a

person or a firm practicing in the respective country and designatedregistered under the

corresponding Statuteslaws of the respective country

k) ldquoCompanyrdquo shall mean a body corporate incorporated in India under the Companies Act 1956

or the Companies Act 2013 as applicable

l) ldquoCommercial Operation Date (COD)rdquo shall mean the date as defined in Clause 328

m) ldquoContracted Capacityrdquo shall mean the AC capacity in MW contracted between Buying Entity

for supply of Flexible Schedulable power and the Supplier at the Delivery Point

n) ldquoContract Yearrdquo shall mean the period beginning from the COD 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 in the financial year in which the COD occurs the Contract Year

shall end on the date immediately before the COD and a new Contract Year shall commence

once again from the COD and end on the immediately succeeding March 31 and thereafter each

period of twelve (12) months commencing on April 1 and ending on March 31 Provided further

that the last Contract Year of this Agreement shall end on the last day of the Term of the PPA

o) ldquoControlrdquo shall mean the ownership directly or indirectly of more than 50 (fifty percent) of

the voting shares of such Company or right to appoint majority Directors to the Board of

Directors

p) ldquoControlling Shareholdingrdquo shall mean not less than 51 of the voting rights and paid up

share capital in the CompanyConsortium

q) ldquoCTUrdquo or ldquoCentral Transmission Utilityrdquo shall mean the Central Transmission Utility as

defined in sub-section (1) of section 38 of the Electricity Act 2003

r) ldquoDaily Energyrdquo shall mean 144 MWh of energy for each MW of the Contracted Capacity

supplied in each Day

s) ldquoDayrdquo shall mean calendar day

t) ldquoDelivery Pointrdquo shall mean as following interconnection points where the power from the

Project will be accounted for scheduling and billing

For projects located outside Andhra Pradesh (whether connected to CTU or to STU of

their home States) Delivery Point shall be Andhra Pradesh State periphery ie the point at

which the CTU network is connected to the Intra-State Transmission network of Andhra

Pradesh

For projects located in Andhra Pradesh and connected to AP-STU Delivery point shall

be where Interconnection Point of Supplier is connected to the Intra-State Transmission

network of Andhra Pradesh

For projects located inside Andhra Pradesh but connected to CTU Delivery Point shall

be Andhra Pradesh State periphery ie the point at which the CTU network is connected to

the Intra-State Transmission network of Andhra Pradesh

u) ldquoEquityrdquo shall mean Net Worth as defined in Companies Act 2013

v) ldquoFinancial Closurerdquo or ldquoProject Financing Arrangementsrdquo means arrangement of necessary

funds by the Supplier either by way of commitment of funds by the company from its internal

resources andor tie up of funds through a bank financial institution by way of sanction of a

loan or letter agreeing to finance

w) ldquoFlexible Schedulable Powerrdquo shall mean Daily Energy supplied by the Supplier at the

Delivery Point in accordance with Provisions of Clause 331

x) ldquoGroup Companyrdquo of a Company means a Company which directly or indirectly holds 10

(ten percent) or more of the share capital of the company or

a company in which the company directly or indirectly holds 10 (ten percent) or more of

the share capital of such company or

a company in which the company directly or indirectly has the power to direct or cause to

be directed the management and policies of such company whether through the ownership

of securities or agreement or any other arrangement or otherwise or

a company which directly or indirectly has the power to direct or cause to be directed the

management and policies of the Company whether through the ownership of securities or

agreement or any other arrangement or otherwise or

a company which is under common control with the company and control means

ownership by one company of at least 10 (ten percent) of the share capital of the other

company or power to direct or cause to be directed the management and policies of such

company whether through the ownership of securities or agreement or any other

arrangement or otherwise

Provided that a financial institution scheduled bank foreign institutional investor nonbanking

financial company any mutual fund pension funds and sovereign funds shall not be deemed to

be Group Company and its shareholding and the power to direct or cause to be directed the

management and policies of a company shall not be considered for the purposes of this

definition unless it is the Project Company or a Member of the Consortium developing the

Project

y) ldquoInterconnection Pointrdquo or ldquoInjection Pointrdquo means the point where the power from the

power project(s) will be injected into the ISTS STU network (including the dedicated

transmission line connecting the power Project with the substation system) For

interconnection with grid the Supplier shall abide by the relevant CERC state regulations Grid

Code and Central Electricity Authority Regulations as amended from time to time

z) ldquoInSTSrdquo means Intra-State Transmission System

aa) ldquoISTSrdquo means Inter-State Transmission System

bb) ldquoJoint Controlrdquo shall mean a situation where a company has multiple promoters (but none of

the shareholders has not less than 50 of voting rights and paid up share capital)

cc) ldquoLead Member of the Bidding Consortiumrdquo or ldquoLead Memberrdquo There shall be only one Lead

Member having shareholding more than 51 in the Bidding Consortium which cannot be

changed till one year from the Commercial Operation Date (COD) of the Project

dd) ldquoLetter of Awardrdquo or ldquoLOArdquo shall mean the letter issued by APDISCOMs to the Successful

Bidder for award of the PPA

ee) ldquoLimited Liability Partnershiprdquo or ldquoLLPrdquo shall mean a Company governed by Limited Liability

Partnership Act 2008 or as amended

ff) ldquoLLCrdquo shall mean Limited Liability Company

gg) ldquoMember in a Bidding Consortiumrdquo or ldquoMemberrdquo shall mean each Company in a Bidding

Consortium In case of a Technology Partner being a member in the Consortium it has to be a

Company The maximum number of Members in a Bidding Consortium shall be 3

hh) ldquoMetering Pointldquo shall mean the Delivery Point at which metering shall be done by abiding

with the relevant CERC Regulations Grid Code and Central Electricity Authority Regulations as

amended from time to time

ii) ldquoMonthrdquo shall mean calendar month

jj) ldquoNet-Worthrdquo means the Net-Worth as defined section 2 of the Companies Act 2013

kk) ldquoPaid-up share capital means the paid-up share capital as defined in Section 2 of the

Companies Act 2013

ll) ldquoPlanned Maintenance amp Allied Activities Periodrdquo shall mean as defined in Clause in 331

mm) ldquoPPArdquo shall mean the Power Purchase Agreement signed between the Supplier and the Buying

Entity according to the terms and conditions of the standard PPA enclosed with this RfS

nn) ldquoProjectrdquo means Wind-Solar Hybrid power plant with Energy storage technology(ies) and is

defined by single Delivery Point Each Project must also have a separate control system and

metering

oo) ldquoProject Capacityrdquo means the maximum AC capacity at the Delivery Point on which the Power

Purchase Agreement shall be signed

pp) ldquoProject Commissioningrdquo the Project will be considered as commissioned if all equipment as

per rated project capacity has been installed and energy has flown into grid

qq) ldquoProject Developerrdquo or ldquoDeveloperrdquo means the Supplier

rr) ldquoRequired Energyrdquo shall mean as defined in Clause in 331

ss) ldquoRfS documentrdquo or ldquoRfSrdquo shall mean this bidding document issued by APDISCOMs including all

attachments clarifications and amendments thereof vide RfS(Bid)NoAPSPDCLFSP012019

tt) ldquoScheduled Supply Daterdquo or ldquoScheduled Commissioning Daterdquo of ldquoScheduled CODrdquo or

ldquoSCODrdquo shall be the date as on 30 months from the Effective Date

uu) ldquoScheduled Energyrdquo shall mean as defined in Clause in 331

vv) ldquoSelected Bidderrdquo or ldquoSuccessful Bidderrdquo shall mean the Bidder selected pursuant to this RfS

to set up the Project and supply electrical output as per the terms of PPA

ww) ldquoShort-Actual Generation Penaltyrdquo shall mean as defined in Clause in 331

xx) ldquoShort-Scheduled Energy Penaltyrdquo shall mean as defined in Clause in 331

yy) ldquoSolar PV Projectrdquo shall mean the Solar Photo Voltaic Power Project that uses sunlight for

direct conversion into electricity through Photo Voltaic Technology

zz) ldquoStoragerdquo or ldquoEnergy storage technology(ies)rdquo shall mean systemsdevicesprojectspart of

projects that can capture energy produced at one time for use at a later time Energy storage

technologies shall be as per Andhra Pradesh Wind-Solar Hybrid Power Policy 2018 vide GO MS

No 3 dated 03-01-2019 This would include technologies like Mechanical Chemical

Compressed Air Hydrogen Pumped Storage etc

aaa) ldquoSTUor State Transmission Utilityrdquo shall mean the Board or the Government Company

notified by the respective State Government under Sub-Section I of Section 39 of the Electricity

Act 2003

bbb) ldquoSupplierrdquo shall mean Bidding Company or Special Purpose Vehicle (SPV) formed as per

provisions of Clauses 356 and 357 which has signed PPA with the Buyer for Contracted

Capacity

ccc) ldquoTariffrdquo shall mean RskWh provided in Financial Bid as per provisions of Clause 42B of this

RfS for supply of energy at the Delivery Point

ddd) ldquoWind Power Projectrdquo means the wind power project that uses wind energy for conversion

into electricity through wind turbine generator

eee) ldquoWind Solar Hybrid Power Projectrdquo means the wind-solar hybrid power project where the

rated power capacity of one resource is atleast 25 of the rated power capacity of the other

resource (For eg if a single Hybrid Project Capacity comprises 200 MW of rated Wind Power

capacity the minimum rated project capacity for the corresponding Solar Project component

shall be 50 MW and the Hybrid Project capacity for the above arrangement shall be the sum of

the rated capacities of the two components)

Section 3 Bid Information and Instructions to Bidders

31 Obtaining RfS Document Cost of documents amp Processing Fees

311 The RfS document can be downloaded from the website of APDISCOMs A link of the same is

also available at wwweprocurementgovin or httpstenderapeprocurementgovin

Note - Interested bidders have to download the official copy of RfS amp other documents after

logging into the APeprocurement portal by using the Login ID amp Password provided by during

registration The bidder shall only be eligible to submit upload the bid document only after

logging into the APeprocurement portal and downloading the official copy of RfS

312 Prospective Bidders interested to participate in the bidding process are required to submit

their Project proposals in response to this RfS document along with a non- refundable

processing fee as mentioned in the Bid Information Sheet A bidding Company Consortium

will be eligible to participate in the bidding process only on submission of entire Bid

document financial amounts as per the Bid Information Sheet In case the Bidder chooses to

submit the amounts pertaining to Cost of RfS document and Bid Processing Fee through

NEFTRTGS (electronic transfer) the Bidder shall submit the transaction receipt instead of

the corresponding DDs as part of the bid submission The bank details of APDISCOMs are

available on wwweprocurementgovin or httpstenderapeprocurementgovin The bids

submitted without cost of the RfS document andor Processing Fee (including partial

submission of either of the respective amounts) andor Bank Guarantee against EMD may be

liable for rejection by APDISCOMs

32 Bidding process timelines

The timelines for key events of the bidding process shall be as following

RfS Publication 12-February-2019

Query submission upto and Pre-bid meeting 25-February-2019 Bid Deadline and opening of Technical Bids 18-March-2019 Opening of Financial bids 25-March-2019

33 Total Capacity Offered Project Scope and Technology selection

Selection of Wind-Solar Hybrid Project with Energy storage technologies for Contracted

Capacity of 600 MW with supply of 864 MU per day will be carried out throughe-bidding

Further the Buyer shall have the right to increase or decrease the specified procurement

quantum and in such case shall notify the bidders of the finally decided REQUIRED MW at

least 7 days prior to the Bid Deadline Procurer shall also have the right to change the

quantum of procurement from each bidder at its own discretion

Capacity of each Project

Supply of power from the Project shall be at the Delivery Point Following points are to be

noted in this regard

I The minimum Project size of a single Hybrid Power Project shall be 50 MW to be

interconnected at a single Delivery Point

II The Supplier shall demonstrate the rated capacities of each component separately prior

to or at the Delivery Point in line with the Commissioning procedure as notified by

APDISCOMs

Project Scope and Technology Selection

Under this tender the Supplier shall supply power up to the Delivery Point in line with Clause

37 at its own cost and in accordance to the provisions of this RfS document All approvals

permits and clearances required for setting up of the Project (along with connectivity and

Long Term Access for supply of power) including those required from State Government and

local bodies shall be in the scope of the Supplier

The Projects to be selected under this scheme provide for deployment of any Wind - Solar

Hybrid Project with Energy storage technologies For setting up the Power Projects the

Supplier shall strictly adhere to AP Wind-Solar Hybrid power policy

34 Maximum Eligibility for Project Capacity allocation for a Bidder

341 A Bidder including its Affiliate or Group Company can submit a single bid application for a

minimum cumulative capacity of 200 MW and a maximum cumulative capacity of 600 MW

Daily Energy corresponding to Contracted Capacity shall be necessarily met by the Supplier

342 The total Contracted Capacity to be allocated to a Bidder including its Affiliate or any Group

Company shall be limited to 600 MW

343 Multiple bids from same company including its AffiliatesGroup Companies shall make all the

bids submitted by the group invalid

344 The evaluation of bids shall be carried out as described in Section 4 The methodology of

allocation of projects is elaborated in Section 4

345 In case the Bidder wishes to set up and offer power from more than one Project then the

Projects would need to be physically identifiable with separate injection points control

systems and metering arrangement

35 Qualification Requirements

Short-listing of Bidders will be based on meeting the following criteria

A General Eligibility Criteria

351 Companies incorporated in India under the Companies Act 1956 or Companies Act 2013 as

applicable

352 Bidding Consortium with one of the Companies as Lead member The maximum number of

Members in a Bidding Consortium shall be 3 Consortium

shortlistedandselectedbasedonthistenderhastonecessarilyformaProjectCompany

andgetitregisteredundertheCompaniesAct2013beforesigningofPPAkeeping

theoriginalshareholdingoftheBiddingConsortiumunchangedFortheavoidanceofdoubtitishere

byclarifiedthat the shareholding pattern of the Project Company shall be the identical to the

shareholding pattern of the Consortium as indicated in the Consortium Agreement

(Format65)

353 A foreign company can also participate on standalone basis or as a member of consortium at

the qualification stage In case of foreign company participating on standalone basis and its

selection as Successful Bidder it has to form an Indian Company registered under the

Companies Act 2013 as its fully owned subsidiary Company (ie 100 subsidiary) before

signing of PPA In case a Foreign Company is selected as the Successful Bidder it shall comply

with all the laws and provisions related to Foreign Direct Investment inIndia

In case of a foreign company participating as a member of consortium terms of this clause

357 shall be applicable

354 Limited Liability Companies (LLC) shall be eligible to bid Further if such Limited Liability

Companies are selected as Successful Bidders they will have to register as a Company under

the Indian Companies Act 2013 before signing of PPA keeping the original shareholding of

LLC unchanged In such cases it will also be mandatory on the part of such Limited Labiality

Companies to either demonstrate or infuse the

capitalinformofhisownequityinlinewiththerequirementstipulatedinClause35 (C) given below

In case the LLC fails to incorporate as an Indian Company before signing of PPA or is unable to

demonstrate infuse capital in form of his own equity in the Company registered in India or is

not able to sign the PPA with the Buying Entity EMD of such Bidders shall be forfeited

Note Limited Liability Companies (LLC) shall be eligible only which are formed by

Companies

355 Limited Liability Partnership (LLPs) are not eligible for participation

356 A Bidder which has been selected as Successful Bidder based on this tender can also execute

the Project through a Special Purpose Vehicle (SPV) ie a Project company especially

incorporated as a fully owned subsidiary Company (100 subsidiary) of the Successful

Bidder for setting up of the Project which has to be registered under the Indian Companies

Act 2013 before signing ofPPA

357 Any consortium if selected as Successful Bidder for the purpose of supply of power to the

Buying Entity shall incorporate a Project company with equity participation by the Members

in line with consortium agreement (to be submitted along with the response to RfS) before

signing of PPA with the Buying Entity ie the Project Company incorporated shall have the

same shareholding pattern as given at the time of submission of response to RfS This shall

not change till the signing of PPA and the Controlling Shareholding shall not change from Bid

Deadline up to one year after the COD of the Project Transfer of Controlling Shareholding

within the same group of companies will however be allowed after COD with the permission

of APDISCOMs subject to the condition that the management control remains within the

same group of companies

358 The Bidder or any of its Affiliates should not be a wilful defaulter to any lender and that there

is no major litigation pending or threatened against the Bidder or any of its Affiliates which

are of a nature that could cast a doubt on the ability or the suitability of the Bidder to

undertake the Project or supply power The Bidder shall submit an undertaking to this effect

359 For avoidance of doubt it is clarified that the fully owned subsidiary Company as mentioned

in aforesaid Clauses 353 and 356 above should be an immediate 100 subsidiary of the

bidder without any intermediaries involved The following illustrations are provided to

clarify thesame

Scenario 1

Scenario-2

As per the RfS conditions only Scenario 1 is permissible in case of projects being implemented

bySPVs

B Technical Eligibility Criteria

i) Under the provisions of this RfS it is proposed to procure power from power project based on

Wind-Solar Hybrid Project with Energy storage technologies The Bidder shall provide

information about the Wind - Solar Hybrid power generation technology proposed to be

installed and meet the storage criteria at the time of Bid submission

ii) In order to ensure only quality systems are installed and in order to bring-in advantage of

latest developmentModels the type-certified wind turbine models listed in Revised List of

Models and Manufactures (RLMM) issued by MNRE as updated until the Scheduled

Commissioning Date of the projects will be allowed for deployment under the RfS For solar

modules and balance of systems the technical guidelines issued by MNRE from time to time

for grid connected Solar PV systems and the technical guidelines prevalent at the time of

commissioning of the Project will be followed

iii) The Projects shall also comply with the criteria for power supply detailed in Clause 38

Bidder

100 shareholding

Entity A (Project) Company SPV)

Bidder

100 (or any other age) shareholding

Entity A (Intermediary)

100 shareholding

Entity B (Project Company SPV)

iv) Under this RfS Bidders meeting the following technical criteria shall be considered qualified

ie Bidder should meet requirements either as per (A) or (B) or (C(i) or C (ii)) AND D

A The owner of wind or solar power projects having ownership of either a wind or a solar

power project of minimum capacity of 25 MW at one location continuously for not less

than one year as on original date of bid openingThe bidder shall submit proof of

ownership power purchase agreements Joint meter Readings State or Regional Energy

Accounts along with commissioning certificate(s) in this regard

B The Engineering Procurement amp Construction (EPC) contractor of wind or solar power

projects having commissioned a wind or a solar power project of minimum capacity of 25

MW at one location as on original date of bid opening The bidder shall submit EPC

agreements and commissioning certificates for the corresponding projects in this regard

C Developers of wind or solar power projects

i Who have installed a wind or solar power project of minimum capacity of 25 MW

at one location as on original date of bid opening

ii Who have completed the financial closure of at least 50 MW wind or solar power

projects and such project is under execution at one location as on original date of

bid opening

The Bidder shall submit the commissioning certificate andor proof of achieving financial

closure along with certifications of financing agencies for the projects if applicable in this

regard

D The bidder should also demonstrate credentials amp readiness for corresponding Energy

storage technologies as per following provisions

In case of battery the bidder should have demonstrated the technology by installing

or commissioning the battery storage of minimum 1 MW with 4 hours of storage (4

MWh) project integrated with RE The Bidder should also have tie-up with Battery

manufacturer in the form of MoU or Technical Partnership Bidder should indicate

number of MWh of battery storage it plans to deploy as part of the Hybrid project and

should demonstrate manufacturersrsquo credentials of equivalent storage capacity per

annum (The bidder should submit commissioning certificate for proof of battery storage

installation credentials MoUTechnical Partnership agreement to demonstrate tie-up

with manufacturer and manufacturing certificatefactory certificateaudit report etc

to demonstrate manufacturersrsquo credentials)

Similarly if storage is based on compressed air or pumped storage technical

feasibility of the same and allocation of site should be demonstrated(The bidder

should demonstrate allocation of site by way of a Government OrderImplementation

AgreementMoU for project allocation etc The bidder should also provide feasibility

report from a reputed agency)

Other Storage Technologies Documentary evidence demonstrating readiness of

storage component as part of the Hybrid project(The bidder should demonstrate

credentials of deploying technology tie-up with technology provider and credentials of

technology providers allocation of sites as applicable)

C Financial Eligibility Criteria

I Net-Worth

a The Net-Worth of the Bidder should not be less than Rs 200 Crore per MW of the Offered

Capacity as on the end of financial year preceding Bid Deadline

b The Net Worth to be considered for the above purpose will be the cumulative net-worth

of the Bidding Company or Consortium together with the Net Worth of those Affiliates of

the Bidder(s) that undertake to contribute the required equity funding and performance

bank guarantees in case the Bidder(s) fail to do so in accordance with the RfS

c Net Worth to be considered for this clause shall be the total Net Worth as calculated in

accordance with the Companies Act 2013 and any further amendments thereto

II The Bidder may seek qualification on the basis of financial capability of its Affiliate(s) for the

purpose of meeting the qualification requirements as per (I) above In case of the Bidder

being a Bidding Consortium any Member may seek qualification on the basis of financial

capability of its Affiliate(s) In such cases the Bidder shall be required to submit Board

Resolutions from the respective Affiliate(s) undertaking to contribute the required equity

funding in case the Bidder(s) fail to do so in accordance with the RfS In case of non-

availability of the Board Resolution as required above a letter from the CEOManaging

Director of the respective Affiliate(s) undertaking the above shall be required to be

submitted and the requisite Board Resolution from the Affiliate(s) shall be required to be

submitted prior to signing of PPA

III For the purposes of meeting financial requirements only latest 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 not less than

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 again

for the purpose of evaluation of any other response to this RfS

IV A Company Consortium would be required to submit annual audited accounts for the latest

financial year ending prior to Bid Deadline along with a net worth certificate from a practicing

Chartered AccountantStatutory Auditor to demonstrate fulfilment of the criteria In case of

foreign Companies the Bidders shall be required to submit the annual audited accounts for

the last respective financial year as per the general norm in the country where the Bidder or

its Affiliate(s) isare located

Note In case of foreign Bidders in the event the Bidder is unable to furnish the audited

accounts for the previous financial year as per the prevalent norm in the respective country

the Bidder shall submit the audited accounts of the last financial year for which the audited

accounts are available This however would be acceptable subject to the condition that the

last date of response to this RfS falls on or within the deadline for completion of audit of

annual accounts of companies as stipulated by the lawsrules of the respective country and

the Bidder shall submit the corresponding documentary evidence against the same

In case the annual accounts are submitted in a language other than English a certified English

translation from an approved translator shall be required to be submitted by the Bidder

V For meeting the above financial eligibility criteria if the data is provided by the Bidder in a

foreign currency equivalent Indian Rupees of Net Worth will be calculated by the Bidder

using Reserve Bank of Indiarsquos reference rates prevailing on the date of closing of the accounts

for the respective financial year

VI In case of any currency for which RBI reference rate is not available Bidders shall convert

such currency into USD as per the exchange rates prevailing on the relevant date and used for

such conversion as certified by their banker After such conversion Bidder shall follow the

procedure submit document as elaborated in Clause 35C(V) above

VII In case the response to RfS is submitted by a Consortium then the financial requirement to be

met by each Member of the Consortium shall be computed in proportion to the equity

commitment made by each of them in the Project Company

For eg if two companies A and B form a Consortium with equity participation in 7030 ratio

and submit their bid for a capacity of 400 MW then total Net-Worth to be met by the

Consortium is Rs 200 Crores x 400 MW = Rs 800 Crores Minimum requirement of Net-

Worth to be met by Lead Member A would be minimum Rs 560 Crores and to be met by

Consortium Member B would be Rs 240 Crores

36 Not used

37 Connectivity with the Grid

371 For interconnection with the grid and metering the Supplier shall abide by applicable Grid

Code Grid Connectivity Standards Regulations on Communication System for transmission of

electric and other regulations (as amended from time to time) issued by Appropriate

Commission and CEA

372 The responsibility of getting the ISTS connectivity and Long Term Access (LTA) shall be

entirely of the Supplier and shall be at the cost of the Supplier Such availability of

transmission system being dynamic in nature the Bidder has to ensure actual availability of

power injectionevacuation capacity at an ISTS InSTS substation The transmission of power

up to and including at the Interconnection Point shall be the responsibility of the Supplier at

its own cost In case a Supplier is required to use InSTS to bring power at ISTS point it may do

so as per rule and regulations prescribed by the respective SERC in this regard The

maintenance of Transmission system up and including at the Interconnection Point shall be

responsibility of the Supplier

373 The arrangement of connectivity can be made by the Supplier through a dedicated

transmission linewhich the Supplier may construct himself or get constructed by CTUState

Transmission Company or any other agency The entire cost of transmission including cost of

construction of line PoC charges Transmission amp wheeling charges SLDCScheduling

charges SOC MOC maintenance losses etc and any other charges from the project up to the

Delivery Point will be borne by the Supplier

374 Two or more Projects can be connected to a common pooling substation from which the

pooled power can be transferred to the CTU STU substation through a common transmission

line subject to the following conditions

a Acceptance of such an arrangement by the CTU STU

b The meters for each project at pooling substation are sealed by CTUSTUDiscom

SLDCRLDC

c The energy accounts are divided and clearly demarcated for the power generated at the

Project and are issued by the STUSLDCRLDC concerned

d In case of Pooling substation losses in the transmission line between the Pooling

substation and the Interconnection Point shall be apportioned among the generators who

share such a Pooling arrangement based on their generation

375 The responsibility of getting ISTS InSTS connectivity and LTA shall entirely be with the

Supplier In this regard the Supplier shall be required to follow the Procedure for Grant of

Connectivity at ISTS InSTS substations issued by CERC SERC Such additional costs if any

shall be borne by the respective Supplier

376 The Supplier shall comply with CERC SERC regulations on Forecasting Scheduling and

Deviation Settlement as applicable and is responsible for all liabilities thereunder

377 Reactive power amp power drawn from grid charges as per CERCSERC regulations shall be

payable by the Supplier as per provisions of PPA or applicable regulation

378 Metering arrangement of each project shall have to be adhered to in line with relevant clauses

of the PPA

379 The Buying Entity Buyer will be responsible for all transmission charges and losses and any

other charges as applicable under the respective regulations beyond the Delivery Point

3710 The Supplier shall be required to apply for connectivity at the identified substations within 30

days of Effective Date in line with the applicable CERCSERC regulations In case the Supplier

fails to obtain the Stage-IIequivalent connectivity at a Substation identified by the Bidder the

same shall be immediately notified by the Selected Bidder to APDISCOMs Further the

Supplier shall be allowed to change its Inter-connection Point including the State where the

Project is located until the fulfilment of condition of Financial Closure The responsibility of

obtaining LTA as per the revised location of the Project and any delay in Financial

ClosureCommissioning of the Project on account of the same shall be borne by the Supplier

3711 The Supplier shall commission the Project within thirty (30) Months from the Effective Date

3712 At least 30 days prior to the proposed commissioning date the Supplier shall be required to

submit the connectivity letter from Central Transmission Utility (CTU) State Transmission

Utility (STU) confirming technical feasibility of connectivity of the plant to the CTU

substation Long Term Access (LTA) shall be required to be submitted by the Supplier prior to

commissioning of the Project

38 Power Generation by Power Supplier

The Supplier shall need to supply power and the energy accounting and settlement shall as

per provisions of PPA

39 Clearances required from the State Government and other local bodies

The Project Developers are required to obtain necessary clearances and permits as required

for setting up the Wind-Solar Storage Hybrid Power Projects including but not limited to the

following

a No Objection (NOC)Environmental clearance (if applicable) for the Project

b Forest Clearance (if applicable) for the land for the Project

c Any other clearances as may be legally required in order to establish and operate the

Project

The above clearances as applicable for the Project shall be required to be submitted to

APDISCOMs prior to commissioning of the Project In case of any of the clearances as

indicated above being not applicable for the said Project the Developer shall submit an

undertaking in this regard and it shall be deemed that the Developer has obtained all the

necessary clearances for establishing and operating the Project Any consequences contrary

to the above shall be the responsibility of the Developer

310 Earnest Money Deposit (EMD) and Performance Bank Guarantees (PBG)

The Bidder shall provide the following Bank Guarantees to APDISCOMs in a phased manner as

follows

i Earnest Money Deposit (EMD) of Rs10 Lakh MW of Offered Capacity in the form of

Bank Guarantee according to Format (63 A) and valid for nine (09) months from the last

date of bid submission shall be submitted by the Bidder along with their bid failing which

the bid shall be summarily rejected The Bank Guarantees towards EMD shall be issued in

the name of the Bidder Lead Member of Bidding Consortium

The Bidder shall furnish the Bank Guarantees towards EMD to APDISCOMs from any of

the Banks listed at Annexure-B of the RfS Bank Guarantees issued by foreign branch of a

bank from bank list given in Annexure-B is to be endorsed by the Indian branch of the

same bank or State Bank of India

ii Performance Bank Guarantee (PBG) Bidders selected by APDISCOMs based on this RfS

shall submit Performance Bank Guarantee for a value of Rs 20 LakhMW of Contracted

Capacity within 30 days of issuance of Letter of Award It may be noted that Successful

Bidders shall submit the Performance Bank Guarantee according to the Format (63 B)

issued in the name of APDISCOMs with a validity period starting from the date of issuance

of the PBG until 30 months from Effective Date The PBG shall be required to be issued in

the name of the Company signing the PPA with APDISCOMs ie either the Successful

Bidder or the SPV incorporated for implementing the Project as the case may be On

receipt and after successful verification of the total Performance Bank Guarantee in the

acceptable form the BG submitted towards EMD shall be returned by APDISCOMs to the

Successful Bidder PPA shall be signed between Procurer and Successful Bidder(s) only

after submission of PBG by Successful Bidder(s)

iii Non-submission of PBG within the above-mentioned timelines shall be treated as follows

a) Delay up to 1 month from due date of submission of PBG Delay charges 1 of the

PBG amount per month levied on per day basis shall be paid by the Successful Bidder

to APDISCOMs in addition to the PBG amount In case of delay in making full payment

of above delay charges the amount paid if any until the above deadline along with

interest shall be first reduced from the total amount due towards the delay charges

and interest amount (ie rate of interest as stated above) Further balance amount to

be paid shall attract Interest rate one year SBI MCLR rateannum on pro-rata basis

b) Delay beyond 1 month from the due date of submission of PBG The BG against EMD

submitted by the Successful Bidder shall be encashed by APDISCOMs and the Project

shall stand terminated

For the purpose of calculation of the above delay charges lsquomonthrsquo shall be considered as a

period of 30 days

iv The Successful Bidder shall furnish the PBGs from any of the Banks listed at Schedule- 2 of

draft PPA to APDISCOMs PBGs issued by foreign branch of a bank from bank list given in

Schedule-2 of draft PPA is to be endorsed by the Indian branch of the same bank or State

Bank of India

v The format of the Bank Guarantees prescribed in the Formats (63 A) (EMD) and (63 B)

(PBG) shall be strictly adhered to and any deviation from the above Formats shall result in

rejection of the EMDPBG and consequently the bid In case of deviations in the formats

of the Bank Guarantees the corresponding PPA shall not be signed

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

value as per Stamp Act relevant to the place of execution

vii All expenditure towards execution of Bank Guarantees such as stamp duty etc shall be

borne by the Bidders Supplier

viii In order to facilitate the Bidders to submit the Bank Guarantee as per the prescribed

format and in line with the requirements checklist at has been annexed Bidders are

advised to take note of the above checklist while submitting the Bank Guarantees

ix After the bidding process is over APDISCOMs shall release the Bank Guarantees towards

EMD of the unsuccessful Biddersproject capacities within 15 days from issue of LoA to

Successful Bidder The PBGs of the Supplier shall be returned to the Supplier immediately

after successful commencement of power supply as per terms of PPA after taking into

account any liquidated damages due to delays in power supply commencement as per

terms of PPA

The Successful Bidders are required to sign PPA with APDISCOMs in line with the timelines as

mentioned in LoA In case the Successful Bidder refuses to execute the PPA within the

stipulated time period the Bank Guarantee equivalent to the amount of the EMD shall be

encased by APDISCOMs from the Bank Guarantee available with APDISCOMs (ie either EMD

or PBG) as liquidated damages not amounting to penalty and the selected Project(s) shall

stand cancelled and the Successful Bidder expressly waives off its rights and objections if any

in that respect

311 Forfeiture of EMD

The BG towards EMD shall be encashed and forfeited to APDISCOMs in following cases

i) If the Bidder withdraws or varies the bid after due date and time of bid submission and

during the validity of thebid

ii) In case the Buying Entity offers to execute the PPA with theSuccessful Bidder and if the

Successful Bidderdoes not submit the requisite documents as per Clause 312 or does not

execute the PPA within the stipulated timeperiod

iii) If after date of issue of LOA and up to submission of PBG it is found that the documents

furnished by the Bidder during RfS are misleading or misrepresented in any way and that

relevant facts have been suppressedand

iv) If the bidder fails to furnish required Performance Bank Guarantee in accordance with

Clause 310

312 Power Purchase Agreement

3121 A copy of Standard Power Purchase Agreement to be executed between the Buying Entity and

the Supplier shall be provided along with this RfS The PPA shall be signed within 02 months

from the date of issue of Letter of Award (LoA) if not extended by APDISCOMs

Note PPA will be executed between the Buying Entity and the Supplier as per the capacity

awarded to the Bidder The Supplier shall provide the project breakup for the cumulative

capacity quoted in the Covering Letter (Format 61) which can be changed by the Supplier

prior to signing of PPA The final project configuration adding up to the cumulative capacity

awarded to the bidder may be intimated to APDISCOMs at the time of signing of PPA which

shall remain unchanged subsequent to signing of PPA except for the provision of change in

location of the Project(s) which is allowed until the achievement of Financial Closure Delays

in connectivity andor LTA for the Project on account of such changes in Project locations

which differ from the details provided in the Covering letter shall be at the risk of the

Successful Bidder

The PPAs shall be valid for a period of 25 years from COD

3122 PPA shall be signed between Procurer and Successful Bidder(s) only after submission of PBG

by Successful Bidder(s) Before signing of PPA between the Buying Entity and the Supplier

APDISCOMs will verify the documents furnished by the Bidders at the time of submission of

response to RfS including the shareholding of the Project Company along with a copy of

complete documentary evidence supported with the original documents If at this stage it is

found that the documents furnished by the Supplier are false misleading or misrepresented

in any way then the provisions contained in this RfS will be applicable

3123 Successful Bidders will have to submit the required documents to APDISCOMs preferably

within 10 days of date of issue of Letter of Award (LOA) In case of delay in submission of

documents beyond the timeline as mentioned above APDISCOMs shall not be liable for delay

in verification of documents and subsequent delay in signing of PPA

3124 In case of unavoidable delays on the part of the Supplier in submission of requisite documents

prior to signing of PPAs the effective date of the PPA shall remain the date as on 60 days from

issuance of LOA irrespective of the date of signing of PPA

3125 The Buying Entity will be obliged to buy the power as provided in the PPA subject to

limitations as per provisions of PPA required under grid regulations

3126 The Supplier will be free to reconfigure and repower their Projects from time to time during

the PPA duration However Buying Entity will be obliged to buy power only as laid down in

Power Purchase Agreement (PPA) and any excess generation shall be dealt as per the

relevant clause of the PPA

3127 The Supplier are free to operate their projects after expiry of the 25 years of PPA period if

other conditions such as land lease etc permit However any extension of the PPA period

beyond 25 years shall be through mutual agreements between the Supplier and the Buying

Entities as the case may be as approved by the Appropriate Commission provided that the

arrangements with the land and infrastructure owning agencies the relevant transmission

utilities and system operators permit operation of the Project beyond the initial period of 25

313 Financial Closure or Project Financing Arrangements

The Supplier shall report tie-up of 100 of the Financing Arrangements for the Projects

within 9 months from the Effective Date in the form of loan sanction letter for debt

component and Board Resolution for equity contribution For eg If the Effective Date is 07-

04-2018 then the last date of achieving Financial Closure shall be 07-01-2019

In case of delay in achieving above condition as may be applicable Buyer shall

encashPerformance Bank Guarantees and shall remove the project from the list of the

selectedprojects unless the delay is on account of Force Majeure

An extension can however be considered by Buyer on the sole request of Supplier on

paymentof Rs 10000- per day per MW as extension charges This extension will not have an

impact on the SCOD of the Project Subsequent to the completion of deadline for

achievingfinancial closure Buyer shall issue notices to the Supplier who are not meeting

therequirements of Financial Closure as per the RfS deadlines The notice shall provide

aperiod of 7 business days to the respective Supplier to either furnish the

necessarydocuments or make the above mentioned payment of Rs 10000MWday In case

of non-submissionof either the requisite documents or the necessary amount upon expiry of

the above mentioned notice period of 7 days Buyer shall encash the PBG of the corresponding

Supplier and terminate the PPA for the corresponding Project The amount of

Rs10000MWday shall be paid by the Supplier in advance prior to the commencement of

thesaid delay period and shall be calculated based on the period of delay as estimated by the

Supplier In case of the Supplier meeting the requirements of Financial Closure before the

lastdate of such proposed delay period the remaining amount deposited by the Supplier shall

bereturned by Buyer Interest on account of delay in deposition of the above

mentionedcharges or on any subsequent extension sought shall be levied one year SBI

MCLRrate annum on pro-rata basisIn addition to the above the compliance of Financial

Closure shall entail fulfilment of thefollowing conditions

i) Submission of the details of all plannedproposed solar panels inverters and windturbine

generators along with necessary purchase orderagreements for the project atleast 14

days prior to the scheduled financial closure date The Supplier shall also indicatethe

rated capacity of Energy storage facility proposed at the Project site

ii) Clear possession of 100 of the land identified for the project In this regard the

Suppliershall be required to furnish documentslease agreements to establish

possessionrightto use 100 of the required land in the name of the Supplier for a period

not less than thecomplete term of the PPA In case of leasing of land appropriate state

regulationsregarding tenure of lease agreement shall be applicable In cases where the

leaseagreements are for a period shorter than the PPA Term solely on account of

applicableState Governmental regulations the Supplier shall be required to submit an

undertakingthat the lease agreements shall be appropriately extended in line with the

Term of thePPA when required Wherever leasing of private land is involved the lease

should allowtransfer of land to the lenders or Buyer in case of default of the Supplier

iii) Sworn affidavit from the authorized signatory of the Supplier listing the details of the

landand certifying that total land required for the Project is under clear possession of the

Supplier Change of land and Delivery Point for the projects including the State where

theProject is located is allowed prior to fulfilment of Financial Closure under prior

intimation to Buyer

Supplier will have to submit the required documents to Buyer at least 14 days prior to

thescheduled Financial Closure date In case of delay in submission of documentsmentioned

above Buyer shall not be liable for delay in verification of documents andsubsequent delay in

Financial Closure

314 Commissioning

The Project shall be fully commissioned within 30 months from the Effective Date(SCOD) In

case of failure to achieve this milestone APDISCOMs shall levy the liquidated damages in the

following manner

a Delay up to Six months from SCODndash The total PBG amount on per day basis and

proportionate to the balance capacity not commissioned

b Delay of more than six months from SCODndash In case the commissioning of the Project is

delayed beyond six (6) months from the SCOD the tariff discovered for the Project shall

be reduced at the rate of 050 paisekWh per day of delay for the delay in such remaining

capacity which is not commissioned The maximum time period allowed for

commissioning of the full Project Capacity with encashment of Performance Bank

Guarantee and reduction in the fixed tariff shall be limited to 39 months from the Effective

Date In case the Commissioning of the Project is delayed beyond 39 months from the

Effective Date the PPA capacity shall stand reduced amended to the Project Capacity

commissioned provided that the commissioned capacity is not below 50 MW or 50 of

the allocated Project Capacity whichever is higher and the PPA for the balance Capacity

will stand terminated and shall be reduced from the selected Project Capacity If the

Supplier fails to commission Project capacity of 50 MW or 50 of the allocated Project

Capacity whichever is higher within a period of 39 months from the Effective Date apart

from imposition of penalties as listed above PPA shall be terminated PBG shall be

enchased and he shall be blacklisted and will not be allowed to participate in any other

scheme of APDISCOMs for a period to be decided by them For the purpose of calculation

of the above delay charges monthrsquo shall beconsidered as a period of 30 days In case of

delay of project commissioning due to the reasons beyond control of the Supplier

APDISCOMs after having satisfied with documentary evidence produced by the Supplier

for the purpose and which APDISCOMs finds beyond doubt can extend the time for

commission date without any financial implications to the Supplier

Early Commissioning

The Supplier shall be permitted for full commissioning of the Project even prior to the SCOD

subject to availability of transmission connectivity and Long-Term Access (LTA) In cases of

early commissioning of Project APDISCOMs shall purchase the generation at the Tariff if such

early commissioning is limited to a date which is six (6) months or lower prior to the SCOD

However in no case COD shall be revised prior to 24 months from the Effective Date due to

such early commissioning

315 Minimum Paid up Share Capital to be held by Project Promoter

i) The Bidder shall provide complete information in their bid in reference to RfS about the

promoters and upon issuance of LOA the Supplier shall indicate its shareholding in the

company indicating the controlling shareholding before signing of PPA with APDISCOMs

ii) No change in the shareholding of the Bidding Company or Bidding Consortium shall be

permitted from the Bid Deadline till the execution of the PPA However in case the Project

is being set up by a listed Company this condition will not be applicable

iii) In case of SPVs

The Successful Bidder if being a single company shall maintain its Controlling

Shareholding in the SPVproject company executing the PPA upto 1 (one) year after

the COD

In the event the Successful Bidder is a consortium then the shareholding of the Lead

member in the SPVproject company executing the PPA shall not fall below 51 upto

1 (one) year after COD

However in case the Project is being set up by a listed Company above condition will

not be applicable

iv) In case of the Successful Bidder itself executing the PPA it shall ensure that its promoters

shall not cede Controlling Shareholding till 1 (one) year after the COD However in case

the Project is being set up by a listed Company this condition will not be applicable

v) In case of companies having multiple promoters (but none of the shareholders having not

less than 51 of voting rights and paid up share capital) it shall be considered as a

company under joint control In such cases the shareholding pattern in the company as

submitted at the time of bidding shall be maintained for a period of (01) one year after

Commercial Date of Operation (COD)

vi) Any change in the shareholding after the expiry of 1 year from COD can be undertaken

under intimation to APDISCOMs Transfer of controlling shareholding with in the same

group of Companies will however be allowed after CoD with the permission of

APDISCOMs subject to the condition that the management control remains within the

vii) In the event of Change in ShareholdingSubstitution of Promoters triggered by the

Financial Institutions leading to signing of fresh PPA with a new entity an amount of Rs

10 Lakh per Project per Transaction as Facilitation Fee (non-refundable) shall be

deposited by the developer to APDISCOMs

316 Structuring of the Bid selection process

Single stage double envelope (Technical + Financial proposals) bidding has been envisaged

under this RfS Bidders have to submit both Techno-commercial bid and Financial bid

together in response to this RfS online)The preparation of bid proposal has to be in the

manner described in the Clause 320 of RfS

317 Instructions to Bidders for structuring of bid proposals in Response to tender

The Bidder including its Affiliate or any Group Company shall submit single response to

tender

Submission of bid proposals by Bidders in response to tender shall be in the manner

describedbelow

1 Covering Letter as per Format61

2 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 Format62

In the event any Member of the Bidding Consortium (other than Lead Member) is a foreign

entity it may submit Board Resolutions in place of Power of Attorney for the purpose of

fulfilling the requirements under this clause Provided that such Board Resolutions shall be

supported by 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 andvalid

3 Earnest Money Deposit (EMD) in the form as per Format 63

4 Board Resolutions as per prescribed formats enclosed as Format 64 duly certified by the

Company Secretary or the Director of the relevant Bidder as applicable to the Bidder and

mentionedhereunder

a Board resolution from the Bidding Company or the Lead Member of the Consortium as

the case may be in favour of the person signing the response to tender and in the event of

selection of the Projects to sign the PPA with APDISCOMs

Also Board Resolution from each member of the Consortium in favour of the person

signing Consortium Agreement

b Board Resolution from the Bidding Company committing one hundred percent (100) of

the equity 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

c Board Resolutions from each of the Consortium Members and Lead member contributing

such additional amount over and above the percentage limit (specified for the Lead

Member and other member in the Consortium Agreement) to the extent becoming

necessary towards the total equity share in the Project Company obligatory on the part of

the Consortium pursuant to the terms and conditions in the Consortium Agreement

d In case of a Consortium the Consortium Agreement between the Members in the

Consortium as per Format 65 along with Board resolution from each Member of the

Consortium for participating in Consortium

e Format of Financial Requirement as per Format 66 along with the certificate from

practicing Chartered AccountantStatutory Auditors showing details of computation of

the financial credentials of the Bidder

5 Format for Disclosure as per Format 68

6 Format for Commitment to Financial Closure as per Format 69

7 Attachments

i Memorandum of Association Article of Association needs to be attached along with the bid

The bidder should also highlight the relevant provision which highlights the objects relating

to Power Energy Wind - Solar Hybrid Energy SolarWind Power plant development

In case there is no mention of the above provisions in the MoAAoA of the bidding

company the same has to be amended and submitted prior to signing of PPA if the bidder

is selected as Successful Bidder

If the selected bidder wishes to execute the project through a Special Purpose Vehicle

(SPV) the MoAAoA of the SPV highlighting the relevant provision which highlights the

objects relating to Power Energy Wind - Solar Hybrid EnergySolarWind Power plant

development has to be submitted prior to signing of PPA

ii Certificate of Incorporation of Bidder all members of Bidding Consortium

iii A certificate of shareholding of the Bidder duly certified by a practicing Chartered

Accountant Company Secretary as on a date not earlier than 30 days prior to the last date of

bid submission along with Documents containing information about the Promoters and their

shareholding in the Bidder (as on a date not earlier than 30 days prior to the last date of bid

submission) indicating the controlling shareholding at the stage of submission of response to

RfS to APDISCOMs APDISCOMs reserves the right to seek additional information relating to

shareholding in promoter companies other group companies to satisfy themselves that RfS

conditions have been complied with and the bidder will ensure submission of the same within

the required time lines

iv Certified copies of annual audited accounts for the last completed financial year prior to bid

submission

v Not Used

318 Important notes and instructions to Bidders

a Wherever information has been sought in specified formats the Bidders shall fill in the details

as per the prescribed formats and shall refrain from any deviations and referring to any other

document for providing any information required in the prescribed format

b The Bidders shall be shortlisted based on the declarations made by them in relevant

provisions of RfS The documents submitted online will be verified before signing of PPA as

per Clause 312

c If the Bidder Member in a Bidding Consortium conceals any material information or makes a

wrong statement or misrepresents facts or makes a misleading statement in its response to

RfS in any manner whatsoever APDISCOMs reserves the right to reject such response to RfS

andor cancel the Letter of Award if issued and the EMD or PBG as the case may be without

prejudice to any other right or remedy that may be available to the Buyer under the RfS

andor the PPA provided up to that stage shall be encashed Bidder shall be solely

responsible for disqualification based on their declaration in the submission of response to

d Response submitted by the Bidder shall become the property of the APDISCOMs and

APDISCOMs shall have no obligation to return the same to the Bidder However the EMDs

submitted by unsuccessful Bidders shall be returned as specified in Clause 310 of RfS

e All documents of the response to RfS (including RfS PPA and all other documents uploaded

on APDISCOMs portal as part of this RfS) submitted online must be digitally signed by the

person authorized by the Board as per Format 64

f The response to RfS shall be submitted as mentioned in Clause 317 of this RfS No change or

supplemental information to a response to RfS will be accepted after the scheduled date and

time of submission of response to RfS However APDISCOMs reserves the right to seek

additional information from the Bidders if found necessary during the course of evaluation of

the response to RfS

g All the information should be submitted in English language only In case of foreign bidders

having documents in other than English language then the documents shall be translated in

English language by certified translator and submitted

h Bidders shall mention the name of the contact person and complete address of the Bidder in

the covering letter

i Response to tender that are incomplete which do not substantially meet the requirements

prescribed in this tender will be liable for rejection by APDISCOMs

j Response to tender not submitted in the specified formats will be liable for rejection by

APDISCOMs

k Bidders delaying in submission of additional information or clarifications sought will be liable

for rejection

l Non submission andor submission of incomplete data information required under the

provisions of tender shall not be construed as waiver on the part of APDISCOMs of the

obligation of the Bidder to furnish the said datainformation unless the waiver is in writing

m Only Courts in Andhra Pradesh shall have exclusive jurisdiction in all matters pertaining to

this tender

319 Non-responsive Bid

The electronic response to tender submitted by the bidder along with the documents

submitted offline to APDISCOMs shall be scrutinized to establish ldquoResponsiveness of the bidrdquo

Each bidderrsquos response to RfS shall be checked for compliance with the submission

requirements set forth in this RfS

Any of the following conditions shall cause the Bid to be ldquoNon-responsiverdquo

a Non-submission of the requisite cost of tender andor processing fee as mentioned in the Bid

Information Sheet

b Non-submission or partial submission of EMD in acceptable form along with tender

document

c Response to tender not received by the due date and time of bid submission

d In case of following conditions Procurer may seek information clarification and take

appropriate decision including rejection of bid

e Non submission of the original documents mentioned at Clause 320 A by due date and time

of bid submission

f Any indication of the tariff quoted in any part of response to the tender other than in the

financial bid

g Data filled in the Electronic form of financial bid (Second envelope) not in line with the

instructions mentioned in the same electronic form

h In case it is found that the Bidding Company including Affiliate Group Companies have

submitted more than one response to this tender then all these bids submitted shall be

treated as non-responsive and rejected

Note Bid(s) not accompanied with requisite amount of cost of tender Document andor

processing fee andor EMD as mentioned in the Bid Information Sheet may be treated as non-

responsive

320 Method of Submission of Response to tender by the bidder

A Documents to be submitted Offline (in Original)

The Bidder has to submit the documents in original as part of Response to RfS to the address

mentioned in Bid Information Sheet before the due date and time of bid submission

Bidding Envelope Super scribed as ldquoBidding Envelope containing Covering Envelope

Pass Phrase Envelope -1 amp Pass Phrase Envelope -2rdquo at the top of the Envelope and ldquoName

amp Address of the Bidderrdquo on the left hand side bottom must contain the following

i) Covering Envelope Super scribed as ldquoCovering Envelope Containing Bid Processing Fee

Bank Guarantee towards EMD and Covering Letter Power of Attorney (if applicable)

Consortium Agreement (if applicable) Board Resolutionrdquo must contain the following

Bid Processing Fee in the form DDPay Order as mentioned in the Bid Information Sheet

BankGuaranteetowardsEMDasmentionedintheBidInformationSheetOneEMDtobesubmitte

dforthecapacityquotedby thebidder

Covering Letter as perFormat-61

Power of Attorney as per Format 62 (ifapplicable)

Board Resolution as per Format64

Consortium Agreement as per Format 65 (ifapplicable)

ii) Pass-Phrase Envelope-1 Containing Pass Phrase for Technical Bid duly stamped and signed

by the authorized signatory in sealed envelope

iii) Pass-Phrase Envelope-2 Containing Pass Phrase for Financial Bid duly stamped and signed

The bidding envelope shall contain the following sticker (illustration)

Response to procurement of Flexible Schedulable Power of 864 MUs from around 600 MW

capacity on long-term basis

Cumulative Capacityof

the projects appliedfor

___________MW

No of ProjectsBid for

Tender Reference No

Submitted by (Enter Full name and address of the Bidder)

Authorized Signatory (Signature of the Authorized Signatory)

(Name of the Authorized Signatory) (Stamp of the Bidder)

Bid Submitted to Chief General Manager (Projectsamp IPC) Address APSPDCL Kesavayanagunta Tiruchanoor Road

Tirupati Andhra Pradesh - 517501

Tel 0877-2284109 Extn 200

Representative of Lead Procurer Chief EngineerIPCampPSAPPCC Address2nd floor Main building Vidyuth Soudha APTRANSCO Gunadala Vijayawada-520004 Mobile7382943949

B Documents to be submitted Online

The Bidders shall strictly follow the instructions mentioned on APeprocurment portal in

respective technical bid and financial bid while filling the form

If the Bidder has submitted offline documents and fails to submit the online bid then

the same shall be treated as incomplete bid and Bid Processing fee submitted shall be

encashed and the EMD(s) shall be returned

All documents of the response to tender submitted online must be digitally signed

onAPeprocurement portal The bids submitted should contain the following

1 ldquoTechnical Bid (First Envelope)rdquo

The Bidder shall upload single technical bid containing the scanned copy of following

documents duly signed and stamped on each page by the authorized signatory as mentioned

i) Formats- 61 62 (if applicable) 63 A 64 65 (if applicable) 66 68 and 69 as elaborated

in Clause 317

ii) All attachments elaborated in Clause 317 under the sub-clause 9 Attachments with

proper file names

iii) All supporting documents regarding meeting the eligibility criteria

The Bidder will have to fill the Electronic Form provided at the APeprocurement portal

as part of Technical Bid

2 ldquoFinancial Bid (Second Envelope)rdquo

Bidders shall submit the single Financial Bid containing the scanned copy of following

document(s)

i) Covering letter as per Format-611 of this RfS document

Only a single tariff bid for the Project shall have to be filled online in the Electronic Form

provided at the APeprocurement portal The instructions mentioned in the Financial Bid

Electronic Form have to be strictly followed without any deviation else the bid shall be

considered as non-responsive

Important Note

i) The Bidders shall not deviate from the naming and the numbering formats mentioned

above in any manner

ii) In each of the Envelopes all the documents enclosed shall be indexed and flagged

appropriately with the index list indicating the name of the document against each flag

iii) All the Envelopes shall be properly sealed with the signature of the Authorized Signatory

running across the sealing of the envelopes

321 Notice board for display

The selectedSupplier will have to put a notice board (at least 180cm x 120cm) at its project

site main entrance prominently displaying the following message before declaration of COD

ldquoProcurement of Flexible Schedulable Power by APDISCOMs on long-term basis ie 25 years

from Wind-Solar Hybrid Project with Energy storage technologies for XX MW with supply of

XX MU per dayrdquo

322 Not Used

323 Validity of the Response to RfS

The Bidder shall submit the response to tender which shall remain valid up to Two Hundred

Forty (240) days from the last date of submission of response to tender (ldquoBid Validityrdquo)

APDISCOMs reserves the right to reject any response to tender which does not meet the

aforementioned validity requirement

324 Bid Preparation cost

The Bidder shall be responsible for all the costs associated with the preparation of the

response to tender and participation in discussions and attending pre-bid meeting(s) etc

APDISCOMs shall not be responsible in any way for such costs regardless of the conduct or

outcome of the bid process

325 ClarificationsPre Bid meeting Enquires Amendments

i) Clarifications Doubts if any on tender document may be emailed to Authorized

Representative

ii) APDISCOMs will make effort to respond to the same in the Pre Bid Meeting to be held as

mentioned in the Bid Information Sheet A compiled list of such questionnaire and

APDISCOMsrsquos response will be uploaded in the website wwwapeprocurementgovin If

necessary amendments clarifications elaborations shall be issued byAPDISCOMs which will

be notified on httpstenderapeprocurementgovin No separate replyintimation will be

given for the above elsewhere

iii) A Pre Bid Meeting shall be held as mentioned in the Bid Information sheet (venue to be

notified later on httpstenderapeprocurementgovin)

iv) Enquiries clarifications may be sought by the Bidder from

Particulars Description

Name of the Authorized Person of APDISCOMs Contact Details

Chief General Manager (Projectsamp IPC) Address APSPDCL Kesavayanagunta

Tel 0877-2284109 Extn 200

Fax 0877-2284111

v) Procurer may ask clarification from the bidder before taking a decision on any defect found in

the bid

326 Right of APDISCOMs to reject a Bid

APDISCOMs reserves the right to reject any or all of the responses to tender or cancel the RfS

or annul the bidding process for any project at any stage without assigning any reasons

whatsoever and without thereby any liability

327 Post LoA Compliances

Timely completion of all the milestones ie signing of PPA meeting Financial Closure

Requirements and Conditions Subsequent (PPA) Commissioning commencement of power

supply etc will be the sole responsibility of Supplier APDISCOMs shall not be liable for

issuing any intimationsreminders to Supplier for timely completion of milestones ampor

submission of compliance documents

Any checklist shared with Supplier by APDISCOMs for compliance of above-mentioned

milestones to be considered for the purpose of facilitation only Any additional documents

required as per the conditions of RfS and PPA must be timely submitted by theSupplier

328 Commercial Operation Date (COD)

The Commercial Operation Date (COD) for the Offered Capacity shall be considered as the

actual date of commissioning of the project as declared by the APDISCOMs as per Clause 314

COD will be declared only when the Supplier has commissioned capacity equivalent to project

capacity of at least 50 MW or 50 percent of the total allocated project capacity whichever is

higher

The following two milestone dates for commissioning may therefore be observed and may fall

on separate dates

i) Inter connection with Grid This may be provided by the CTUSTU on the request of the

Supplier to facilitate testing and allow flow of power generated into the grid to avoid wastage

of power

ii) Commissioning of Project This will be on a date when the Project meets the criteria defined

for project commissioning APDISCOMs may authorize any individual or committee or

organization to declare the project commissioned on site Any infirm power produced and

flowing into the grid before COD shall not be at the cost of APDISCOMs under this scheme and

Supplier will be free to make short-term sale to any organization or individual as per

regulations APDISCOMs may agree to buy this power as a trader if they find it viable outside

the Project In no case COD shall be prior to 24 months from the Effective Date

329 Offtake Constraints

Offtake constraints due to Transmission Infrastructure Grid Unavailability amp Backdown

Tiruchanoor Road Tirupati Andhra Pradesh -

517501

a Generation Compensation in offtake constraints due to Grid Unavailability During the

operation of the plant there can be some periods where the plant can generate power but due

to temporary transmission unavailability the power is not evacuated for reasons not

attributable to the Supplier In such cases the generation compensation shall be addressed by

APDISCOMs in following manner

Duration of Grid unavailability Provision for Generation Compensation

Grid unavailability in a contract year as beyond 50 hours in a Contract Year as defined in the PPA

Generation Loss = [(Average Generation per hour during the Contract Year) times (number of hours of grid unavailability during the Contract Year)]

Where Average Generation per hour during the Contract Year (kWh) = Total generation in the Contract Year (kWh) divide 8760 hours less total hours of grid unavailability in a Contract Year

The excess generation by the Supplier equal to this generation loss shall be procured by

APDISCOMs at the Tariff so as to offset this loss in the succeeding 3 (three) Contract Years

(Contract Year shall be as defined in the PPA)

330 RPO benefit and REC

The RPO benefit shall be claimed by the Procurer and the Supplier shall not be eligible for

claiming any REC benefit To enable the DISCOMs to claim RPO benefit Supplier shall provide

monthly break-up of RE energy supplied (Solar and Non-Solar separately)

331 Right to Contracted Capacity amp Energy

3311 In case the Supplier is connected to the AP-STU network with Contracted Capacity subject to

applicable regulations of Appropriate Commission Grid Code applicable laws as amended

from time to time

Availability of the

Contracted Capacity

a Subject to the Planned Maintenance amp Allied Activities Period (as defined

below) the Project shall be deemed to be available for 100 of the

Contracted Capacity for each of the 96 time-blocks of a day

Energy requisition

by Buyer

b On day-ahead basis before 1100 AM of Delivery Date-1 Buyer through

APSLDC shall convey their next-day (Delivery Date) requirement to the

Supplier for each of the 96 time-blocks (hereinafter referred to as the

ldquoRequired Energyrdquo) subject to the following conditions

c Buyer can requisition full Contracted Capacity in any of its peak demand

hours subject to the maximum of Daily Energy over a day

d However Buyer shall not requisition higher than the Contracted Capacity

at any time

e Buyer shall requisition full Contracted Capacity during 1100-1500 hrs

(that is from 1100 AM to 300 PM)

f Remaining of the Daily Energy may be requisitioned by the Buyer during

the remaining hours of the day (that is 000ndash1100 hrs and 1500ndash2400

hrs) as per their requirement

Supply obligations

of the Supplier

g Against the Required Energy as sought by the Buyer the Supplier shall

provide its revised generation schedule for each time-block (hereinafter

referred to as the ldquoScheduled Energyrdquo) Provided that the Scheduled

Energy shall be within plusmn10 of the Required Energy for each time-block

h In case the Scheduled Energy is beyond plusmn10 of the Required Energy in

any time-block the Supplier shall pay the penalty to the Buyer which

shall be equal to the energy shortfall beyond plusmn10 of Required Energy

for that time-block multiplied by the difference between IEX landed rate

and PPA Tariff for that time-block (zero if IEX landed rate is less than the

PPA Tariff) Hereinafter referred to as ldquoShort-Scheduled Energy Penaltyrdquo

i However on monthly basis the total Actual Generation of the month

shall be within plusmn3 of the total Required Energy for the month

j In case the total Actual Generation for the month is beyond plusmn3 of the

total Required Energy for the month the Supplier shall pay the penalty to

the Buyer which shall be equal to the energy shortfall beyond plusmn3 of

Required Energy for the month multiplied by the difference between IEX

landed rate (average market clearing price for that month) for that

month and PPA Tariff (zero if IEX landed rate is less than the PPA Tariff)

Hereinafter referred to as ldquoShort-Actual Generation Penaltyrdquo

k The above penalties shall not be applicable to the extent the Supplier

arranges the power from alternate sources

Planned

Maintenance amp

Allied Activities

l For a total of 30 days in a year (continuous or non-continuous)

hereinafter referred to as the Planned Maintenance amp Allied Activities

the Supplier shall be required to supply atleast 50 of its above-referred

supply obligations and the above-referred penalties shall be applicable

on such days

m The Supplier shall select these 30 days with at least 2-day advance notice

to the DISCOMs

Basis of PPA Tariff

Payment

n The PPA Tariff shall be paid for the Actual Generation quantity

o Any deviation between Scheduled Energy and Actual Generation for each

time-block would be dealt with as per applicable APERC regulations as

Offtake obligations

of the Buyer

p Required Energy requisitioned by the Buyer over a day shall be within

+-3 of the Daily Energy

q In case of shortfall the Buyer shall pay penalty to the Supplier which

shall be equal to the shortfall multiplied by the difference between the

PPA Tariff and IEX net realisation for the day (zero if IEX realisation rate

for the day is higher than PPA Tariff)

3312 In case the Supplier is connected to the CTU or STU Network of any another state subject to

from time to time

Availability of the

Contracted Capacity

a Same as Clause 3311

Energy requisition

by Buyer

b Same as Clause 3311

c Same as Clause 3311

d Same as Clause 3311

e Same as Clause 3311

f Same as Clause 3311

Supply obligations

of the Supplier

g Same as Clause 3311

h Same as Clause 3311

i Same as Clause 3311

j In case the total Scheduled Energy for the month is beyond plusmn3 of the

k Same as Clause 3311

Planned

Maintenance amp

Allied Activities

l Same as Clause 3311

m Same as Clause 3311

Basis of PPA Tariff

Payment

n The PPA Tariff shall be paid for the Scheduled Energy quantity

o Not Applicable

Offtake obligations

of the Buyer

p Same as Clause 3311

q Same as Clause 3311

3313 In case of part Commissioning of the Project the above limits shall be considered on pro-rata

basis till the Commissioning of full Contracted Capacity

3314 The above limits shall be subject to grid evacuation open access non-availability beyond

the control of the Supplier (subject to certification from SLDCRLDC) and force majeure The

above penalties shall not be applicable under such events

3315 Any excess generation over and above Required Energy may be purchased by the Buyer at a

Tariff as per Article 94 of PPA provided the Buyer consents to purchase such power While

the Supplier would be free to install the solar panels and wind turbines as per its design of

required output including its requirement of auxiliary consumption and to reconfigure and

repower the Project from time to time during the term of the PPA it will not be allowed to sell

any excess power to any other entity other than the Buyer (unless refused by the Buyer in

writing) The Supplier shall be required to intimate the Buyer about the proposed excess

quantum of energy likely to be generated from the Project within any Contract Year at least 2

months prior to the proposed date of commencement of excess generation The Buyer shall be

required to intimate its approvalrefusal to the Supplier for buying such excess generation

not later than 1 month of receiving the above offer from the Supplier In the event the offer of

the Supplier is not accepted by the Buyer within the said period of 1 month such right shall

cease to exist and the Supplier shall at its sole discretion may sell such excess power to any

third party However in case at any point of time the supply is higher than Required Energy

and causes disturbance in the system the Supplier will have to forego the excess generation

and reduce the output to the Required Energy and shall also have to pay the penaltycharges

(if applicable) as per applicable regulations requirements guidelines of Appropriate

Commission SERC SLDC or any other competent agency

Section 4 BID EVALUATION AND SELECTION OF PROJECTS

41 BidEvaluation

Bid evaluation will be carried out considering the information furnished by Bidders as per

provisions specified in Section 3 of this tender The detailed evaluation procedure and

selection of bidders are described in subsequent clauses in thisSection

42 Techno-commercial Evaluation ofBidders

A First Envelope (Technical Bid) Evaluation(Step-1)

i) The first envelope (Technical Bid submitted online) of only those bidders will be opened by

APDISCOMs whose required documents as mentioned at Clause 320 A are received at

APDISCOMs office on or before the due date and time of bid submission

ii) Documents (as mentioned in the previous clause) received after the bid submission deadline

specified in the Bid Information Sheet shall be rejected and returned unopened if super-

scribed properly with address to the bidder

iii) Subject to Clause 319 of this RfS APDISCOMs will examine all the documents submitted by

the Bidders and ascertain meeting of eligibility conditions prescribed in the RfS During the

examination of the bids APDISCOMs may seek clarifications additional documents to the

documents submitted etc from the Bidders if required to satisfy themselves for meeting the

eligibility conditions by the Bidders Bidders shall be required to respond to any

clarificationsadditional documents sought by APDISCOMs within 3 days from the date of

such intimation from APDISCOMs All correspondence in this regard shall be made through

email APDISCOMs portal only It shall be the responsibility of the Bidder to ensure that the

email id of the authorized signatory of the Bidder is functional The Bidder may provide an

additional email id of the authorized signatory in the covering letter No reminders in this

case shall be sent It shall be the sole responsibility of the Bidders to remove all the

discrepancies and furnish additional documents as requested APDISCOMs shall not be

responsible for rejection of any bid on account of theabove

iv) The response to tender submitted by the Bidder shall be scrutinized to establish techno-

commercial eligibility as per tender Bidders who meet all technical and financial eligibility

qualifications would be shortlisted and financial bids for only such shortlisted bidders would

be opened

v) Not used

B Second Envelope (Financial Bid) Evaluation(Step-2)

In this step evaluations shall be done based on the first-year tariff quoted by the Bidders in

the Financial Bid

Second Envelope (containing Tariff) of only those Bidders shall be opened whose technical

bids are found to be qualified

Quotation of Tariff The Bidder shall quote single-part tariff in Rs kWh in the financial bid

at the Delivery point

Bid Evaluation

For evaluation purpose the first year tariff as quoted by Bidder shall be considered Tariff

shall be quoted for energy to be supplied at the Delivery Point

Bids shall be arranged in ascending order of quoted first year tariff and the Offered

Capacity shall be allocated to bidders till full REQUIRED MW capacity is allocated

Actual Payment of Tariff

For the first year the Quoted tariff shall be payable

The first-year tariff as quoted by Bidder shall then be escalated annually by 3

from 2nd to 10th year and then no escalation thereafter For Illustration purpose if a

bidder quotes a tariff of Rs 5KWh for the Ist year of same tariff is applicable at Delivery

Point upto one year after COD During the 2nd year applicable tariff will increase by 3

from the Ist year eg Rs 515KWh 3rd Year applicable tariff accordingly would be a 3

increment over the 2nd year tariff and so on till the 10th year And from 11th year

onwards till the end of the PPA tenure the tariff shall remain same as that for 10th year

All charges amp losses including the STU transmission charges amp losses of the Suppliersrsquo

Project location state POC scheduling SLDC RLDC charges etc shall be borne by the

Supplier

i) The Bidder including its Affiliate or any Group Company will have to submit bid (single

application) quoting first year tariff(INRkWh) for all the Projects quoted in the bid Tariff

shall be quoted up to two places of decimal only If it is quoted with more than two digits after

decimal the digits after first two decimal placesshall be ignored (For eg if the quoted tariff is

₹5337 then it shall be considered as₹533)

ii) In this step evaluation will be carried out based on first year tariff quoted by the Bidders

iii) On completion of Techno-commercial bid evaluation if it is found that the total aggregate

capacity of the Projects short-listed is lower than or equal to 600 MW then Discom may

exercise its discretion either to reduce the tender quantum or allocate additional quantity to

any of the shortlisted bidder with consent of the bidder

iv) Note On completion of Techno-commercial bid evaluation if it is found that only one Bidder

is eligible opening of the financial bid of the Bidder will be at the discretion of APDISCOMs

Thereafter APDISCOMs will take appropriate action as deemed fit

v) If the first year tariff quoted is same for two or more Bidders then the Bidder with higher

financial net worth is ranked better than the other

vi) Ranking of Bidders after Financial Bid Evaluation Ranking of Bidders shall be done

accordingly For example

Bidder Submitted Financial bid Ranking

B1 ₹ 530 (Tariff in ₹ kWh) L1

43 Selection of Successful Bidders

431 The bidders shall be selected in the ascending order with lowest quoted tariff (being L1) till

the total tender capacity is exhausted Some of the possible scenarios including but not

limited to are shown below

Scenario 1

Project Capacity Quoted(MW) Tariff (RskWh) Project Capacity Awarded (MW)

300 ₹ 530 300

350 ₹ 560 350

280 ₹ 565 280

300 ₹ 580 300

Total capacity awarded 1230 MW

Scenario2

400 ₹ 550 400

300 ₹ 570 300

280 ₹ 575 280

300 ₹ 583 300

500 ₹ 590 120

300 ₹ 615 --

250 ₹ 655 --

300 ₹ 657 --

432 The lowest quoting Bidder will be allotted its qualified project capacity and then next higher

Bidder will be allotted its qualified project capacity and so on till the total project capacity

(ie 600 MW) is exhausted

433 Note The allocation of cumulative project capacity shall be closed at 600 MW However in no

case shall the capacity of a project selected under this RfS be less than 50 MW In case the

partial capacity offered to the last Bidder after completion of the bid is lower than 50 of the

total quoted capacity offered by such Bidder the Bidder shall have an option to refuse such

offered partial capacity and the BG against EMD submitted by such Bidder shall be returned

along with those of the unsuccessful Bidders

In case the partial capacity offered to the last Bidder after completion of the bid is greater

than or equal to 50 of the total quoted capacity by such Bidder it shall be mandatory for the

last Bidder to accept the partial capacity offered against its quoted capacity subject to the

total cumulative capacity awarded bid to the Successful Bidders not exceeding 600 MW In

case the last Bidder refuses to accept such partial capacity offered by APDISCOMs the EMD

submitted by such Bidder shall be encashed by APDISCOMs

434 In case of a tie among two or more Bidders (ie their last quoted tariff being the same) then

preference to be given to the Bidder whose financial net worth is higher

435 Issuance of LOAs At the end of selection process a Letter of Award (LOA) will be issued to all

the Successful Bidders for their respective Project In case Consortium being selected as

Successful Bidder the LOA shall be issued to the Lead Member of the Consortium

In all cases APDISCOMsrsquo decision regarding selection of Bidder through bidding process or

otherwise based on tariff or annulment of tender process shall be final and binding on all

participating Bidders

Also APDISCOMs shall reserve the right to short close the capacity lower than 600 MW at its

discretion if prices are abruptly high

Section 5 OTHER PROVISIONS

51 Role of STUCTU

It is envisaged that the STUCTU will provide transmission system to facilitate the evacuation

of power from the Projects which may include the following

bull Upon application of LTAConnectivity as per CERCSERC Regulations CTUSTU shall

coordinate with the concerned agencies and facilitate grant of connectivity and LTA so that

projects are completed within stipulated time frame

bull Provide detail of existing as well as proposed ISTSInSTS Sub-station with indicative

information on total installed transformation capacity and capacity available in MVA which

can be injected evacuated from these sub-stations at particular time

bull Support during commissioning of projects

52 Performance Monitoring

All Wind-Solar HybridProject with Energy storage technologies under this tender shall

comply the Grid Code and Regulations made thereunder They must install necessary

equipment to continuously measure windSolar resource data and other weather parameters

and simultaneously measure the electricity generated from the each technology They will be

required to submit this data to APDISCOMs or any other designated agency through on-line

andor a report on regular basis every month for the entire duration of PPA Further they

shall mandatorily also grant access to APDISCOMs or any other designated agency to the

remote monitoring portal of the power projects on a 24X7 basis

53 Empowered Committee of APDISCOMs

In order to facilitate smooth implementation of the scheme an Empowered Committee under

the chairmanship of MD APDISCOMs would be constituted by APDISCOMs If any difficulty

arises in giving effect to any provision of this tender or interpretation of the tender PPA

provisions or there is a requirement to modify the terms of the tender for better

implementation the matter will be referred to the Committee Thereafter

clarificationsmodifications rectification of anomalies may be issued with approval of

Section 6 FORMATS FOR BID SUBMISSION

60 FORMATS FOR BID SUBMISSION

The following formats are required to be submitted as part of the RfS These formats

designedtodemonstratetheBidderrsquoscompliancewiththeQualificationRequirementssetfor

th inClause353637ofSection3andothersubmissionrequirementsspecifiedintheRfS

i) FormatofCoveringLetter(Format61)

ii) FormatofPowerofAttorney(Format62)

iii) FormatofEarnestMoneyDeposit(EMD)(Format63A)

iv) FormatofPerformanceBankGuarantee(Format63B)(tobesubmittedpriorto

signing ofPPA)

v) FormatofBoardResolutions(Format64)

vi) FormatoftheConsortiumAgreement(Format65)

vii) FormatofFinancialRequirement(Format66)

viii) Format67ndashNotApplicable

ix) FormatofDisclosure(Format68)

x) FormatofCommitmenttoFinancialClosure(Format69)

xi) Format610-NotApplicable

xii) Format of submission of financial bid(Formats611)

xiii) Status of Energy storage technologies(Format612)

xiv) Status of Wind Solar Hybrid Project (Format 613)

xv) TechnicalRequirementsforGridConnectedWindPowerProjects(Annexure-A)

xvi) CheckListforBankGuarantees(Annexure-B)

The Bidder may use additional sheets to submit the information for his detailed response

FORMAT-61

Covering Letter

(The coveringlettershould beontheLetterHeadoftheBidderLeadMemberof theBidding

Consortium)

ReferenceNo

From (InsertnameandaddressofBidderLeadMember oftheBidding

Consortium)

E-mail address

Tel0877-2284109Extn200

Fax 0877-2284111 Emailgmipcspdclgmailcom

SubResponse to RfSNo dated for Procurement of 600 MW of Flexible Schedulable Power on

long-term basis (25 years) from Wind-Solar Hybrid Project with Energy storage technologies

DearSir

Wetheundersignedhelliphellip[insert nameof thelsquoBidderrsquoname of Lead member in case of Bidding

Consortium] participating as a CompanyLLPBidding Consortium (choose which ever is

applicable) havingreadexaminedandunderstood in detailtheRfSincluding qualification

requirementsinparticularterms andconditionsofthe standard

PPAforsupplyofpowerfor25yearstoAPDISCOMsand termsherebysubmitour responsetoRfS

Weconfirmthatinresponse totheaforesaidRfSneitherwenoranyofour

AffiliateGroupCompanyhassubmittedresponse toRfSotherthan

thisresponsetoRfSdirectlyorindirectlyinresponsetotheaforesaidRfS (as

mentionedinFormat68underDisclosure)WealsoconfirmthatweincludingourAffiliateGroupCompan

iesdirectlyorindirectlyhavenotsubmitted

responsetoRfSformorethancumulativecapacityof600MWincludingthisresponsetoRfSWe

aresubmittingapplicationfor thedevelopment of followingWind-Solar Hybrid Project with Energy

storage technologies

Project

Offered

Capacity

Location

Project

(Village

Tehsil

Dist State)

Interconnec

PointDetail

Delivery

hellip

Project

Offered

Capacity

Solar PV

Project

Capacity

Wind Power

Project

Capacity

Energy

storage

technologies

Capacity

hellip hellip

(NoteTheBiddermustensurethe aggregate Project Capacitymentionedshouldbemorethanorequalto

200MW with atleast 50 MW at a single Delivery Point DeleteInsert rowsas applicable)

1 WegiveourunconditionalacceptancetotheRfSdatedhelliphelliphelliphelliphelliphellip[Insert datein

ddmmyyyy]andstandardPPA In tokenofouracceptance to theRfS and

PPAalongwiththeamendmentsandclarificationsissuedbyAPDISCOMsthesamehavebeendigitallysi

gned byusandenclosedwiththeresponsetoRfS WeshallensurethatthePPAisexecutedasper

theprovisionsoftheRfSand provisionsofPPA shallbebindingonusFurtherweconfirm that

theProjectshall becommissionedwithin 30 months from the date of the Effective Date

2 Earnest Money Deposit(EMD)- (PleasereadClause 310carefullybefore filling)

WehaveenclosedEMDofRs helliphelliphelliphellip(InsertAmount)intheformofbankguarantee

nohelliphelliphelliphellip[Insertbankguaranteenumber]datedhelliphelliphellip[Insertdateofbankguarantee]asper Format

63Afrom helliphelliphelliphellip [Insert name of bank providing bank guarantee] and valid up tohelliphelliphelliphellip(240

days of bid submission)Thetotalcapacityofthe Wind-Solar Hybrid Project with Energy

storage technologiesofferedbyusishelliphelliphelliphellipMW[Insert cumulativecapacityproposed]

3 Weherebydeclarethat in theeventourProject(s) getselectedandwe are not ableto submit

BankGuarantee ofthe requisitevalue(s) towardsPBG for the

selectedProjectswithinduetimeforthe selectedProjectsAPDISCOMsshallhavethe right toencash

the EMDsubmittedby usas

applicableandreturnthebalanceamount(ifany)forthevalueofEMDpertainingtounsuccessful

capacity

4 We havesubmittedourresponsetoRfSstrictlyasperSectionndash6(Formats)ofthisRfS

withoutanydeviationsconditionsandwithoutmentioninganyassumptionsornotesin thesaid

Formats

5 We herebydeclarethatduringtheselectionprocessintheeventourbidhappenstobethe

lastbidinthelistofsuccessfulbidsandAPDISCOMsoffersacapacitywhichislessthanorequalto

50ofourquotedcapacityduetooverallbidcapacitylimitweshallhave the option to refuse

suchofferedcapacity

6 Acceptance

Weherebyunconditionallyandirrevocablyagree andacceptthatthedecisionmadebyAPDISCOMs in

respectofanymatterregardingorarisingoutoftheRfSshallbebindingonus Wehereby

expresslywaive and withdrawanydeviations andall claimsin respect ofthisprocess We

alsounconditionallyandirrevocablyagreeandacceptthatthedecisionmadebyAPDISCOMs in

respectofawardofProjectsasaboveandinlinewiththe provisionsoftheRfSshall bebindingonus

7 Familiarity with RelevantIndianLawsampRegulations

We confirmthatwehavestudiedtheprovisionsoftherelevantIndianlawsandregulationsas

requiredtoenableustosubmitthisresponsetoRfSexecutethePPAintheeventofourselection

asSuccessful Bidder

8 Incase ofourselection as theSuccessful Bidderunder the schemeandtheprojectbeing executedby

aSpecialPurposeVehicle(SPV)incorporatedby ussuch SPVshallbeour100

subsidiaryweshallinfusenecessaryequity to therequirementsofRfSFurtherwewillsubmita

BoardResolutionpriortosigningofPPAwithAPDISCOMscommittingtotalequityinfusionintheSPVas

per theprovisionsofRfS

9 WeherebyundertakethatintheeventofourprojectbeingselectedundertheRfSweshall

besolelyresponsibleforgettingtheconnectivitypriortocommissioningoftheProjectFurtherthe

projectshallnotbe considered as commissionedunlessthe connectivitywith CTUgridisestablished

10 WearesubmittingourresponsetotheRfSwithformatsdulysignedasdesiredbyAPDISCOMsinthe

RfSonlineforyourconsideration

11 Itisconfirmedthat ourresponsetotheRfSis consistent with allthe requirementsof

submissionasstatedin theRfSincludingallclarificationsandamendments andsubsequent

communicationsfromAPDISCOMs

12 TheinformationsubmittedinourresponsetotheRfSiscorrecttothebestofourknowledge

andunderstandingWewouldbesolelyresponsibleforanyerrorsoromissionsinourresponse

totheRfS

13 Weconfirm that all thetermsandconditionsof ourBidarevalid upto (Insert date in

ddmmyyyy)foracceptance (iea periodoftwo hundredforty(240)daysfrom thelastdate of

submissionof response to RfS)

14 Contact Person

Detailsoftherepresentative to becontactedbyAPDISCOMsarefurnished

asunder

Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

Designation helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

Company helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

Address helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

Phone Nos helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

Mobile Nos helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

Fax Nos helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

E-mail address helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

15 WehaveneithermadeanystatementnorprovidedanyinformationinthisBidwhichtothe

bestofourknowledge ismaterially inaccurate or misleadingFurtheralltheconfirmations

declarationsandrepresentationsmadeinourBidare trueandaccurateIncase thisis foundto

beincorrectafterour selectionasSuccessful Bidderweagreethatthesamewouldbetreatedas a

Sellerrsquos eventofdefaultunderPPA andconsequentprovisionsofPPA shall apply

Dated the dayof _ 20hellip

Thanking you Yours faithfully

(Name Designation and Signature of Person Authorized by the board)

FORMAT-62

(Applicable onlyin caseofConsortiums)

Format ofPower ofAttorney

(Tobeprovided byeachoftheother membersof theConsortium infavor oftheLeadMember)

POWER OFATTORNEY

(To beexecutedonnon-judicial stamppaper ofappropriatevalueas perStamp Act relevant to

placeofexecution)

KNOWALLMENBYTHESEPRESENTSTHATMshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphavingitsregistered

officeathelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipandMshelliphelliphelliphelliphelliphelliphelliphelliphelliphavingitsregistered office at

helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip (Insertnamesandregisteredoffices ofall Membersof the Consortium) the

Members of Consortium have formed a Bidding Consortium namedhelliphelliphelliphelliphelliphelliphelliphellip (insert

name of the Consortium if finalized) (hereinafter called the

lsquoConsortiumrsquo)videConsortiumAgreementdatedhelliphelliphelliphelliphelliphelliphelliphelliphellipandhavingagreedtoappoint

MshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipastheLeadMemberofthesaidConsortiumdoherebyconstitute nominate

andappoint Mshelliphelliphelliphelliphelliphelliphelliphelliphellipacompanyincorporatedunder thelawsof

helliphelliphelliphelliphelliphellipandhavingitsRegistered Head Officeathelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipasourduly

constitutedlawfulAttorney(hereinaftercalledas LeadMember)toexercisealloranyofthepowers

forandonbehalfoftheConsortiuminregardtosubmissionoftheresponsetoRfSNohelliphelliphelliphelliphellip Wealso

authorize the said Lead Member to undertakethefollowingacts

a TosubmitonbehalfofConsortiumMembersresponse toRfS

b Todoanyotheract orsubmitanyinformationanddocumentrelatedtotheaboveresponseto

RfSBid

Itisexpresslyunderstoodthatin theeventoftheConsortiumbeingselectedasSuccessful Bidder

thisPowerofAttorneyshallremainvalidbindingandirrevocableuntil theBiddingConsortium achieves

executionofPPA

We astheMemberoftheConsortiumagreeandundertaketoratifyandconfirmallwhatsoeverthe

saidAttorneyLeadMemberhasdoneonbehalfoftheConsortiumMemberspursuanttothisPower

ofAttorneyand thesame shall bindus anddeemed tohave been donebyus

INWITNESSWHEREOF Mshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip astheMember ofthe

Consortiumhaveexecutedthesepresentsonthishelliphelliphellipday ofundertheCommonSealof our company

ForandonbehalfofConsortiumMember

Mshelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

--------------------------------(Signatureofpersonauthorizedbytheboard)

DesignationPlace

Accepted

---------------------------------

(SignatureName Designation and Address

ofthepersonauthorizedbytheboardoftheLead Member)

Attested

---------------------

(Signatureoftheexecutant)

------------------------------

(SignatureampstampofNotaryoftheplaceofexecution) Place-

---------------Date------------------

Note-LeadMemberintheConsortiumshallhavethecontrollingshareholdingintheCompany as defined in

Section 2 theRfS

FORMAT- 63 A

Format ofEarnest MoneyDeposit

(Tobeonnon-judicialstamppaperofappropriatevalueasperStampActrelevanttoplaceof execution)

RefBank GuaranteeNo

In consideration of the -----[Insert name of the Bidder] (hereinafter referred to as Bidder)

submittingtheresponsetoRfSinteraliaforselectionoftheProjectProjectsofthecumulativecapacity

ofhelliphelliphellipMW[InsertcumulativeProjectcapacityproposed]underRfSforProcurement of 600 MW of

Flexible Schedulable Power on long-term basis (25 years) from Wind-Solar Hybrid Project with

Energy storage technologiesin response to the RfS(Bid)NoAPSPDCLFSP012019dated 12-02-

2019 issued by APDISCOMs (hereinafterreferred toas APDISCOMs) and APDISCOMs considering such

response to the RfS ofhelliphelliphellip[insertthenameoftheBidder]aspertheterms oftheRfSthe [insertnameamp

address ofbank]herebyagreesunequivocallyirrevocablyand unconditionallyto pay

toAPDISCOMsat[InsertNameofthePlace fromtheaddressofAPDISCOMs] forthwithondemandinwriting

from APDISCOMsorany Officerauthorizedbyitin thisbehalfanyamountuptoand notexceedingRupees------

[Insertamountnotlessthanthat derivedonthebasisof Rs10LakhsperMWof cumulativecapacity proposed

only onbehalf of Ms [Insert nameof theBidder]

ThisguaranteeshallbevalidandbindingonthisBankuptoandincluding _[insertdate ofvalidityinaccordance

withClause310ofthisRfS] andshallnotbeterminablebynoticeorany changeintheconstitutionoftheBankor

the term ofcontract orbyany otherreasonswhatsoever

andourliabilityhereundershallnotbeimpairedordischargedbyanyextensionoftimeorvariations

oralternationsmadegivenoragreedwithorwithoutourknowledgeor consentbyor between

partiestotherespective agreement

OurliabilityunderthisGuaranteeisrestrictedtoRs(Rs __only) Our Guarantee shall remain in force until

____ [insert date of validity in accordancewithClause310ofthisRfS]

APDISCOMsshallbeentitledtoinvokethisGuaranteetill [insert dateofvalidityin

accordancewithClause310of thisRfS]

TheGuarantorBankherebyagreesandacknowledgesthat theAPDISCOMsshall have aright toinvokethis

BANK GUARANTEE in part or infull as itmaydeem fit

TheGuarantorBankherebyexpresslyagreesthatitshallnotrequireanyproofinadditionto the

writtendemandbyAPDISCOMsmadeinanyformatraisedattheabovementionedaddressoftheGuarantor

Bankin order tomake thesaid payment toAPDISCOMs

The GuarantorBankshall make payment hereunder on first demand without restriction or

conditionsandnotwithstandingany objectionby -------------[Insertname oftheBidder]andorany

otherperson TheGuarantorBankshallnotrequireAPDISCOMsto justifytheinvocationofthisBANK

GUARANTEEnorshall the GuarantorBankhaveany recourseagainstAPDISCOMsin respectofany payment

made hereunder

ThisBANKGUARANTEEshallbeinterpretedinaccordancewiththelawsofIndiaandthecourtsat Andhra

Pradesh shall have exclusive jurisdiction

TheGuarantorBankrepresentsthatthisBANKGUARANTEEhasbeenestablishedinsuchformand

withsuchcontent thatitis fullyenforceableinaccordancewithitstermsasagainst theGuarantor Bankin

themannerprovided herein

ThisBANKGUARANTEEshallnotbeaffectedinanymannerby reasonofmergeramalgamation

restructuringoranyotherchangein the constitutionoftheGuarantor Bank

ThisBANK GUARANTEEshallbeaprimaryobligationofthe GuarantorBankand accordinglyAPDISCOMs

shallnotbeobligedbeforeenforcingthisBANKGUARANTEEtotakeanyactioninanycourtorarbitral

proceedingsagainstthe Bidderto makeanyclaimagainstoranydemandontheBidderorto give anynoticeto

theBidderortoenforceanysecurityheldbyAPDISCOMsortoexerciselevyorenforceany

distressdiligenceorotherprocessagainst theBidder

TheGuarantorBankacknowledgesthatthisBANKGUARANTEEisnotpersonaltoAPDISCOMsandmay

beassignedinwholeorinpart(whetherabsolutely orbyway ofsecurity)by APDISCOMstoany entity to

whomAPDISCOMsisentitled toassign its rightsandobligationsunderthePPA

NotwithstandinganythingcontainedhereinaboveourliabilityunderthisGuaranteeisrestrictedtoRs

(Rs only)anditshallremaininforceuntil

[DatetobeinsertedonthebasisofClause310ofthisRfS]We areliabletopaythe guaranteed amountoranypart

thereofunder thisBank GuaranteeonlyifAPDISCOMs servesuponus awrittenclaim or demand

Signature

PowerofAttorney No

[Insert Nameof theBank]

E-mail IDofthebank

Bankers Stamp andFullAddress

Datedthisdayof_20

FORMAT- 63B

Format ofPerformanceBankGuaranteefor Wind-Solar Hybrid Project

with Energy storage technologies

(tobesubmittedseparatelyforeachProject)

(Tobeonnon-judicialstamppaperofappropriatevalueasperStampActrelevanttoplace of execution)

Inconsiderationofthe-----

[InsertnameoftheBidder](hereinafterreferredtoaslsquoSupplier)submittingtheresponsetoRfSinteraliaforsele

ctionoftheProjectofthecapacityof helliphelliphellipMWathelliphelliphelliphellip[Insertname of the place]underRfS

forProcurement of 600 MW of Flexible Schedulable Power on long-term basis (25 years) from

Wind-Solar Hybrid Project with Energy storage technologies inresponse to the

RfS(Bid)NoAPSPDCLFSP012019dated 12-02-2019 issued by APDISCOMs (herein after

referredtoasAPDISCOMs) and APDISCOMs considering such response to the RfS ofhelliphelliphellip[insertthe

nameoftheselectedSupplier](whichexpressionshallunlessrepugnanttothecontext

ormeaningthereofincludeitsexecutersadministratorssuccessorsandassignees)andselecting theWind-

Solar Hybrid Project with Energy storage technologies oftheSupplier and issuingLetter ofAward No--

-----to(Insert Nameofselected Supplier)aspertermsofRfSandthesamehavingbeenaccepted

bytheselectedSupplier resultinginaPowerPurchaseAgreement(PPA)tobeenteredintoforpurchase

ofPower[fromselected SupplieroraProjectCompanyMs-------------aSpecial

PurposeVehicle(SPV)formedforthispurposeifapplicable]AsperthetermsoftheRfSthe

[insertnameampaddressofbank]herebyagreesunequivocallyirrevocablyand

unconditionallytopaytoAPDISCOMsat[InsertNameofthePlacefromtheaddressoftheAPDISCOMs]forthwith

ondemand inwritingfromAPDISCOMsorany Officerauthorizedby itinthis behalfany amountup toand

notexceedingRupees------[TotalValue]onlyonbehalfofMs [Insertnameofthe

selectedSupplierProjectCompany]

Thisguaranteeshallbe validandbindingonthisBankup toandincludinghelliphelliphellip andshallnotbe

terminablebynoticeoranychangein theconstitutionoftheBankor the termofcontractorbyany other

reasonswhatsoeverandourliabilityhereundershallnotbeimpairedordischargedbyany

extensionoftimeorvariationsoralternationsmadegivenoragreedwithorwithoutourknowledge orconsent

byorbetween parties totherespective agreement

Our liabilityunderthis Guaranteeis restrictedtoRs only OurGuaranteeshallremain inforceuntilhelliphelliphelliphelliphellip

APDISCOMs shallbeentitled toinvokethisGuarantee till helliphelliphellip

TheGuarantorBankherebyagreesandacknowledgesthatAPDISCOMsshallhavearighttoinvokethis BANK

GUARANTEE in part or infull as itmaydeem fit

The GuarantorBankshallmakepaymenthereunderon firstdemandwithoutrestrictionorconditions and

notwithstandinganyobjection by-------------[Insert nameoftheselectedSupplier Project

Companyasapplicable] andor anyotherpersonTheGuarantor

BankshallnotrequireAPDISCOMstojustifytheinvocationof thisBANK GUARANTEEnor shall

theGuarantorBankhave anyrecourse against APDISCOMsinrespectofanypayment madehereunder

ThisBANKGUARANTEEshallbeinterpretedinaccordancewiththelawsofIndiaandthecourtsat Delhi shall

have exclusive jurisdiction

withsuchcontentthatitisfullyenforceableinaccordancewithits termsasagainstthe Guarantor Bankin

proceedingsagainsttheselected SupplierProjectCompanytomakeanyclaim

againstoranydemandontheselected SupplierProjectCompanyortogiveany noticetotheselected

SupplierProjectCompanyortoenforceanysecurityheldby

APDISCOMsortoexerciselevyorenforceanydistressdiligenceorotherprocessagainsttheselectedSupplierP

rojectCompany

NotwithstandinganythingcontainedhereinaboveourliabilityunderthisGuaranteeisrestrictedtoRs (Rs

only)anditshallremainin forceuntilhelliphelliphelliphelliphellip We areliabletopaythe

guaranteedamountoranypartthereofunderthisBankGuaranteeonlyif APDISCOMsserves uponus a

writtenclaimordemand

Signature

PowerofAttorney No

E-mail IDofthebank

Datedthisdayof_20

Witness

1 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

Signature

NameandAddress

2 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip

Signature

NameandAddress

1 TheStamp PapershouldbeinthenameoftheExecutingBankand ofappropriatevalue

2 ThePerformanceBankGuaranteeshallbeexecutedbyanyoftheBankfromtheListofBanks

mentionedindraft PPA

FORMAT-64

Format of Board Resolutions

TheBoardafterdiscussionatthedulyconvenedMeetingonhelliphelliphelliphellip(Insertdate)withtheconsent

ofalltheDirectorspresentandincomplianceoftheprovisionsoftheCompaniesAct1956 or Companies Act

2013asapplicablepassedthefollowingResolution

1RESOLVEDTHATMrMshelliphelliphelliphelliphelliphellipbeandisherebyauthorizedtodoonourbehalfallsuch

actsdeedsandthings necessaryinconnectionwithorincidentaltoourresponsetoRfSvide RfS No dated

forldquoProcurement of 600 MW of Flexible Schedulable Power on long-term basis (25 years)

from Wind-Solar Hybrid Project with Energy storage

technologiesrdquoincludingsigningandsubmissionofalldocumentsandproviding

informationresponsetoRfS toAPDISCOMs(APDISCOMs) representingusin all

mattersbeforeAPDISCOMsandgenerallydealingwith APDISCOMsinallmatters in connectionwith our

bid forthesaidProject(Tobeprovidedby theBiddingCompanyortheLeadMemberofthe

Consortium)

2FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act 1956 or

CompaniesAct2013 asapplicableand compliancethereofandas permittedunderthe

MemorandumandArticlesofAssociationoftheCompanyapprovaloftheBoardbeandishereby accordedto

invest total equity intheProject (Tobe provided bythe Bidding Company)

[Note Intheeventthe BidderisaBiddingConsortiuminplaceoftheaboveresolutionatSl No2

thefollowingresolutions aretobeprovided]

FURTHER RESOLVEDTHAT pursuant to theprovisionsof the CompaniesAct1956 or

CompaniesAct2013asapplicableandcompliancethereofandas permittedunder the

MemorandumandArticlesofAssociationoftheCompanyapprovaloftheBoardbeandishereby accorded

toinvest(-----)equity [Insert the equity commitmentasspecifiedinConsortium Agreement]in

theProject(Tobeprovidedbyeach Memberof theBiddingConsortium including

LeadMembersuchthat total equityis 100)

FURTHERRESOLVEDTHATapprovaloftheBoardbeandisherebyaccordedtoparticipate

inconsortiumwithMs------------[InsertthenameofotherMembersintheConsortium]and

MrMshelliphelliphelliphelliphelliphellipbeandisherebyauthorized to execute theConsortiumAgreement

(To be provided bytheeach MemberoftheBidding Consortium including LeadMember)

FURTHERRESOLVEDTHATapprovaloftheBoardbeandisherebyaccordedtocontribute

suchadditionalamountoverandabovethepercentagelimit(specifiedfortheLeadMemberin

theConsortiumAgreement)to theextentbecomingnecessarytowardsthetotalequitysharein

theProjectCompanyobligatoryonthepartoftheConsortiumpursuant to the terms and conditions

contained in the Consortium Agreement datedhelliphelliphelliphelliphellipexecutedbythe

ConsortiumaspertheprovisionsoftheRfS[TobepassedbytheLeadMemberoftheBidding

Consortium]

Certifiedtrue copy

----------------------------(Signature Nameand stampof CompanySecretary)

1) Thiscertified true copyshouldbesubmittedon theletterhead oftheCompanysignedby the

CompanySecretaryDirector

2) Thecontentsofthe formatmaybesuitablyre-wordedindicatingtheidentityoftheentity passing

theresolution

3) This formatmaybemodifiedonlytothelimitedextent required tocomplywiththelocal

regulationsandlawsapplicabletoa foreignentity submittingthisresolution Forexample

referenceto Companies Act1956orCompaniesAct2013asapplicablemay besuitably

modifiedtorefertothelawapplicabletotheentitysubmittingtheresolutionHowever insuch

casetheforeignentityshallsubmitanunqualifiedopinionissuedbythelegalcounselofsuch foreign

entitystating that the Board resolutionsare in compliance with the applicable lawsof

therespectivejurisdictionsoftheissuingCompanyandtheauthorizationsgrantedthereinare

trueand valid

FORMAT- 65

Format of

ConsortiumAgreement

THIS Consortium Agreement (ldquoAgreementrdquo) executed on this day of Two thousand

between Ms [insert name of Lead Member]aCompanyincorporatedunder

thelawsofandhavingitsRegisteredOfficeat (hereinaftercalledtheldquoMember-

1rdquowhichexpressionshallincludeitssuccessors executors and permittedassigns)andMs

aCompanyincorporated under the laws of _____________________________________________ and having

its Registered Office at __________________________________at (hereinafter called the ldquoMember-2rdquo

which expression shall include its successors executors and permitted assigns) Ms

____________________

a Company incorporated under the laws of____________

andhaving its RegisteredOffice at

(hereinafter called the ldquoMember-nrdquo which

expression shall include its successors executors and permitted assigns) [The Bidding

ConsortiumshouldlistthedetailsofalltheConsortiumMembers] forthepurposeofsubmitting

responsetoRfSexecutionofPowerPurchaseAgreement(incaseofaward)againstRfSNo

dated issuedbyAPDISCOMsa Company incorporated under theCompaniesAct

1956orCompaniesAct2013as applicable and having itsRegisteredOffice at or constitutedunder

WHEREASeachMemberindividuallyshallbe referredtoas the ldquoMemberrdquoandalloftheMembers shall

becollectivelyreferredto astheldquoMembersrdquo in thisAgreement

WHEREASAPDISCOMs desires topurchase powerunderRfSforProcurement of 600 MW of

Flexible Schedulable Power on long-term basis (25 years) from Wind-Solar Hybrid Project

WHEREAS APDISCOMshad invited response to RfS vide its Request for Selection (RfS) dated

WHEREAS the RfS stipulates thatincase response to RfS isbeingsubmitted by a Bidding

Consortium theMembersoftheConsortiumwillhavetosubmitalegally enforceableConsortium

Agreementina

formatspecifiedbyAPDISCOMswhereintheConsortiumMembershavetocommitequity

investmentofaspecificpercentagefor theProject

NOWTHEREFORE THIS AGREEMENTWITNESSTH AS UNDER

Inconsiderationoftheabovepremisesandagreements all theMembersinthisBiddingConsortium

doherebymutuallyagree asfollows

1 Wethe Members of the Consortium and Members to the Agreement do hereby

unequivocally agree that Member-1 (Ms_) shall act as the Lead

MemberasdefinedintheRfSforselfandagentforandonbehalf ofMember-2-----Member n

andto submit theresponse totheRfS

2 The Lead Member is hereby authorized by the Members of the Consortium and

Membersto theAgreementtobindtheConsortiumand receiveinstructions forandon their

behalf

3 NotwithstandinganythingcontrarycontainedinthisAgreementtheLeadMembershallalways

beliablefor theequity investmentobligationsofalltheConsortiumMembersieforboth its

own liabilityas well as theliabilityofother Members

4 TheLeadMembershallbeliableandresponsibleforensuringtheindividualandcollective

commitmentofeachoftheMembersoftheConsortium indischargingalloftheir respective

equityobligationsEachMemberfurtherundertakes tobeindividuallyliable forthe

performanceofitspart oftheobligationswithoutinanyway limitingthe scopeofcollective

liabilityenvisagedinthis Agreement

5 SubjecttothetermsofthisAgreementtheshareofeachMemberoftheConsortiuminthe issued

equitysharecapital oftheProject Company isshall bein thefollowingproportion

Name Percentage

Member1 ---

Member2 ---

Membern ---

Total 100

WeacknowledgethataftertheexecutionofPPAthecontrollingshareholding(havingnotless

than26ofthe votingrightsand paidupshare capital)in theProjectCompany developing

theProjectshallbemaintained foraperiodof(1)oneyearaftercommencementofsupplyof

6 TheLeadMemberonbehalfoftheConsortiumshallinteraliaundertakefullresponsibility

forliaisingwithLenders or throughinternalaccrualsandmobilizingdebtresources for the

Project and ensuring that theSellerachieves Financial Closure in termsof thePPA

7 IncaseofanybreachofanyequityinvestmentcommitmentbyanyoftheConsortium

Members theLeadMembershall beliablefortheconsequencesthereof

8 Exceptas specifiedinthe Agreementit isagreed thatsharingof responsibilities asaforesaid

andequityinvestmentobligations theretoshallnotinanyway bealimitationofresponsibility

oftheLeadMemberunder these presents

9 ItisfurtherspecificallyagreedthatthefinancialliabilityforequitycontributionoftheLead

MembershallnotbelimitedinanywaysoastorestrictorlimititsliabilitiesTheLeadMember

shall beliable irrespective ofitsscope ofworkor financial commitments

10 ThisAgreementshallbeconstruedandinterpretedinaccordancewiththeLawsofIndiaand

courts at[ ----- ]aloneshallhavetheexclusivejurisdictioninall matters relatingtheretoand

arising thereunder

11 ItisherebyfurtheragreedthatincaseofbeingselectedastheSuccessful Bidderthe

MembersdoherebyagreethattheyshallfurnishthePerformanceGuaranteeinfavourofAPDISC

OMsin termsoftheRfS

12 ItisfurtherexpresslyagreedthattheAgreementshallbeirrevocableandshallformanintegral

partofthe PowerPurchaseAgreement (PPA)andshallremainvaliduntiltheexpirationor

earlyterminationofthePPAintermsthereofunlessexpresslyagreedtothecontrarybyAPDISC

13 TheLeadMemberisauthorizedandshallbefullyresponsiblefortheaccuracyandveracityof the

representationsand information submittedbytheMembersrespectivelyfrom timeto time

in theresponsetoRfS

14 Itisherebyexpresslyunderstoodbetweenthe Membersthatno Memberat anygivenpoint of

time may assign ordelegateits rightsdutiesorobligationsunder thePPAexceptwithprior

writtenintimation toAPDISCOMs

15 ThisAgreement

a) hasbeendulyexecutedanddeliveredonbehalfofeachMemberheretoandconstitutes the

legalvalid binding andenforceableobligation of each such Member

b) setsforththeentireunderstandingoftheMembersheretowithrespecttothesubject

matterhereof and

c) maynotbeamendedormodifiedexceptinwritingsignedbyeachofthe Members and with

priorwrittenconsentofAPDISCOMs

16 Allthetermsusedincapitals inthisAgreementbut not definedhereinshallhavethemeaning as

per theRfSandPPA

INWITNESS WHEREOFtheMembershavethroughtheirauthorizedrepresentativesexecuted

thesepresentontheDayMonthandYearfirstmentionedabove ForMs-----------------------------

[Member1]

--------------------------------

---------

(SignatureName ampDesignationofthepersonauthorizedvideBoard Resolution Dated[])

1) Signature-----------------------

Address

2) Signature ---------------------

Address

ForMs-----------------------------[Member 2]

-----------------------------------------

Witnesses

1)Signature ----------------------- Name

Address Address ForMs---

--------------------------[Member n]

-----------------------------------------

Witnesses

1)Signature -----------------------

Address

(2)Signature ----------------------

Address

Signature andstampof Notaryof theplaceofexecution

FORMAT -66

FormatofFinancial Requirement

[on theletterheadofBidder]

[Insert

nameandaddressofAPDIS

DearSir

Sub ResponsetoRfSNo dated for Procurement of 600 MW of Flexible Schedulable Power on

WecertifythattheBiddingCompanyMemberinaBiddingConsortiumhasaNetWorthofRs

helliphelliphelliphellip Cr (helliphelliphelliphelliphelliphelliphellipin words) as onthe endofFinancialYear2017-18

ThisNet WorthhasbeencalculatedinaccordancewithinstructionsprovidedinClause35CoftheRfSas

amended

Exhibit (i)Applicable in case ofBiddingCompany

FortheabovecalculationswehaveconsideredtheNetWorthbyBiddingCompanyandorits

Affiliate(s) asperfollowing details

NameofBidding

Company

NameofAffiliate(s)whosenet

worth is tobeconsidered

Relationship with

Bidding

Company

NetWorth(inRs Crore)

Company1

Thecolumn forldquoRelationshipwithBiddingCompanyrdquoistobefilledonlyincase thefinancialcapability

ofAffiliate

hasbeenusedformeetingQualificationRequirementsFurtherdocumentaryevidencetoestablishtherela

tionship dulycertifiedbya practicingcompanysecretarycharteredaccountantis

requiredtobeattachedwiththeformat

Exhibit (ii)Applicablein case ofBiddingConsortium

(To be filled byeach Member in a Bidding

Consortiumseparately) NameofMember [Insertnameof

theMember]

NetWorthRequirementtobemetbyMemberinProportiontotheEquityCommitmentRs-------------

Crore(Equity Commitment () Rs []Crore) For theabove calculationswe have

consideredNetWorthbyMemberin BiddingConsortiumand or itsAffiliate(s) perfollowing details

Nameof

Consortium

Member

Company

Nameof

Affiliate(s) whose

networth istobe

considered

Relationship

Bidding

Company

(if any)

NetWorth(i

nRs Crore)

Equity

Commitment (in

age)in Bidding

Consortium

Committed

NetWorth (in

Rs Crore)

Company

ThecolumnforldquoRelationshipwithBiddingCompanyrdquo istobefilledonlyincasethefinancialcapabilityof

AffiliatehasbeenusedformeetingQualification RequirementsFurtherdocumentaryevidence

toestablish the relationshipduly certified by a practicingcompany secretarycharteredaccountantis

required to be attachedwiththeformat

(SignatureampNameof theAuthorized Signatory) (Signatureand Stampof

Chartered

Accountant)

Membership No

RegnNooftheCArsquosFirm

Note(i)AlongwiththeaboveformatinaseparatesheetontheletterheadoftheCharteredAccountantrsquosFir

m providedetailsofcomputationofNet

WorthandAnnualTurnoverdulycertifiedbytheChartered Accountant

(ii)Certifiedcopiesof BalancesheetProfitampLossAccountSchedulesandCashFlowStatements

areto beenclosed incompleteformalongwith all theNotesto Accounts

Format 67

Applicable

FORMAT 68

Format of Disclosure

[Ontheletterheadof BiddingCompanyEach Memberin a BiddingConsortium]

Disclosure

Weherebydeclareandconfirmthat onlywe areparticipating intheRfSSelection processfortheRfS No dated

andthat our Affiliateor anyGroupCompanywith which we have director indirect relationship are

notseparatelyparticipatingin thisselection process

Wefurtherdeclarethattheabovestatementistrueampcorrect Weareawarethatifatanystageitis found to

beincorrectourresponsetoRfSwill berejectedandifLOAhasbeenissuedorPPAhas

beensignedthesamewillbecancelledandthebankguaranteeswillbeencashedandrecoverieswill

beeffectedfor thepaymentsdone

(SignatureampName of the person Authorized Bythe board)

FORMAT-69

Format of CommitmenttoFinancial Closure

(Ontheletterheadofthe Bidder)

[InsertnameandaddressofAPDISCOMs]

DearSir

SubResponsetoRfSNodatedforProcurement of 600 MW of Flexible Schedulable Power on long-

term basis (25 years) from Wind-Solar Hybrid Project with Energy storage technologies

Weherebyundertaketocertify in linewithClause313under the title ldquoFinancial Closurerdquothat the

followingdetailsshall befurnished within09(Nine)monthsfrom theeffectivedate ofthePPA

1 Evidenceofachieving100tie-upoftheProjectCostthroughinternalaccrualsorthrougha

FinancingAgency

2 Evidence of clear possession of the required land for the Project along with following

documentaryevidence-

a OwnershiporleaseholdrightsinthenameoftheSupplier andpossessionof100of the

areaoflandrequiredfor theProject

b Certificate by the concerned and competent revenueregistration authority for the acquisition

ownershipright to usevesting of the land in the name of the Supplier

c SwornaffidavitfromtheAuthorizedpersonoftheHPDlistingthedetailsofthelandand

certifyingtotallandrequired forthe Projectunderclearpossession ofthe Power Developer

d A certified English translation from an approved translator in case above land documentsare

inlanguagesother than English andHindi

Failureordelayonourpartinachievingtheaboveconditionsshallconstitutesufficientgroundsfor

encashmentofourPerformanceBank Guarantee

(SignatureampNameof the AuthorizedSignatory)

FORMAT-610

Not Applicable

FORMAT-611

FINANCIAL PROPOSAL

[DateandReference]

(OnBidderrsquos

Letterhead)

APDISCOMs

SubResponsetoRfSNo dated forProcurement of 600 MW of Flexible Schedulable Power on

DearSir

I We (Applicantrsquosname)encloseherewiththeFinancialProposalfor selection of my ourfirmfor a

cumulativecapacity of MWasBidder forabove

Our tariff quote for the project-wise capacity offered is as follows

Project

Offered

Capacity

Location

Project

(Village

Tehsil

Dist State)

Delivery

First Year

Tariff at

Delivery

Bid parameter

IWeagreethatthis offershallremainvalidforaperiodof240(TwoHundredandForty)daysfrom

theduedateofsubmissionofthe response toRfSsuchfurtherperiodas maybemutuallyagreed upon

1 TherecanbeonlyonetariffforalltheprojectsindicatedIftheBidderquotesmorethanone tariff thenthebid

shall be consideredas non-responsive

2 IftheBiddersubmitsthefinancialbidintheElectronicFormatApeproucrement portalnotinlinewiththe

instructionsmentionedtherein thenthebidshallbeconsideredas non-responsive

3 TariffrequirementshallbequotedasafixedamountinIndianRupeesonlyConditional proposal shall beshall

beconsideredas non-responsiveandsummarilyrejected

4 Intheevent of anydiscrepancybetweenthevaluesentered infiguresandinwordsthevalues entered

inwordsshall beconsidered

5 The tariffshould bementionedup totwoplacesof decimal only

6 TheFinancialbid isnot tobementionedanywhereotherthantheElectronicForm andonlythe financial bid

mentionedin theElectronicformwill beconsideredfor further evaluation

AuthorizedSignature

NameampDesignation

Address of theBidder

Format 612

Status of Energy storage technologies

SNo Technology Status of Storage Project (Enclose documentary

evidences)

1 Pump Storage Allotment of site________________

Preliminary water allocation_____________

Preparation of DPR___________

Any other relevant approval ___________

2 Battery Storage Agreement of Collaboration with a battery

technology supplier___________________

Credential of the technology partner for adequate

battery manufacturingsupply in MWh per annum

equal to or greater than storage capacity in MWh

planned for the project

___________________________________

3 Other Storage Technologies Documentary evidence to the satisfaction of

DiscomsAndhra Pradesh Power Committee

demonstrating readiness of storage component as

part of the Hybrid project

____________________________________

_____________________________________

Format 613

Status of Wind Solar Hybrid Project

SNo Parameter Status of Wind Solar Hybrid Project (Enclose

documentary evidences)

1 Status of Approved Allotted

Possession land required for the

project

2 Status of Power evacuation approval

3 Status of Environment Clearance amp

Forest Clearance

4 Status of Project Development and

Construction

5 Approval for water allocation (if

applicable)

6 Any other relevant approval

Annexure A

Check list for BankGuarantees

Slno Detailsof Checks YesNo

IstheBGonnon-judicial Stamp paperofappropriatevalueasper

applicable StampActof theplaceofexecution

Whether datepurpose ofpurchaseofstamppaperandname of the purchaser

are indicated on the back of Stamp paperunder the

SignatureofStampvendor (Thedateofpurchaseofstamppaper

shouldbenotlaterthanthedateofexecutionofBGandthestamppaper

shouldbepurchased eitherin the name ofthe executingBankor the

partyonwhose behalfthe BG hasbeenissued

In caseofBGsfromBanksabroadhastheBGbeen executedonLetter Head

oftheBankendorsedbytheIndianbranchofthesamebankor SBI India

Has theexecutingOfficerofBGindicatedhisname designationand

PowerofAttorney NoSigningPowerno ontheBG

IseachpageofBG dulysignedinitialedbyexecutant and whether

stampofBankisaffixed thereonWhether thelastpageissignedwith full

particulars includingtwowitnesses under seal ofBankasrequiredin

theprescribedproforma

Do theBankGuaranteescompare verbatimwith theProforma

prescribedin theBid Documents

Are thefactual detailssuch asBid DocumentNoSpecification

NoLOANo(ifapplicable)Amount ofBG and ValidityofBG correctly

mentionedintheBG

WhetheroverwritingcuttingifanyontheBG have been properly

authenticated undersignatureamp seal ofexecutant

Whether theBGhasbeen issuedbya Bankin linewith theprovisions

ofBiddingdocuments

In caseBGhasbeenissued bya Bankotherthan thosespecifiedin

BiddingDocument istheBG confirmedbya Bankin India acceptable as per

Biddingdocuments

Annexure-B

List ofBanks

1SCHEDULEDCOMMERCIALBANKS

3FOREIGNBANKS

SBI ANDASSOCIATES 25SHINHANBANK

1StateBankofIndia 26CTBCBANKCo Ltd

2StateBankofIndore 27MIZUHOBANKLtd

NATIONALISEDBANKS 28KrungThai Bank PublicCompanyLtd

1Allahabad Bank 29AntwerpDiamondBankNV

2Andhra Bank 30Australia AndNewZealandBankingGroup

Limited

3Bank of India 31SumitomoMitsuiBankingCorporation

4Bank of Maharashtra 32American ExpressBankingCorporation

5CanaraBank 33CommonWealthBankof Australia

6CentralBank ofIndia 34CreditSuisseAG

7CorporationBank 35FirstRandBankLtd

8 DenaBank 36IndustrialAndCommercial Bankof ChinaLtd

9IndianBank 37JSCVTBBank

10 IndianOverseas Bank 38National Australia Bank

11 OrientalBank of Commerce 39RabobankInternational

12 PunjabNationalBank 40Sberbank

13 Punjabamp Sind Bank 41USB AG

14 SyndicateBank 42UnitedOverseasBank Ltd

15 UnionBankofIndia 43Westpac BankingCorporation

16 United Bank ofIndia 44WooriBank

17 UCO Bank 45Doha BankQsc

18 VijayaBank 4SCHEDULEDPRIVATEBANKS

19 Bank ofBaroda 1FederalBank Ltd

2OTHER PUBLICSECTOR BANKS 2INGVysya Bank Ltd

1IDBI BankLtd 3Axis Bank Ltd

3FOREIGNBANKS 4ICICI Bank Ltd

1BankofAmericaNA 5HDFC Bank Ltd

2BankofTokyoMitsubishi UFJLtd 6Yes Bank Ltd

3BNPParibas 7KotakMahindraBank

4CalyonBank 8IndusInd Bank Ltd

5CitiBank NA 9KarurVysya Bank

6DeutscheBankAG 10 CatholicSyrian Bank

7TheHongKongandShanghai Banking

Corpn Ltd

11 City Union Bank

8StandardCharteredBank 12 DhanlaxmiBank Ltd

9SocieteGenerale 13 JammuampKashmirBank Ltd

10Barclays Bank 14 KarnatakaBank Ltd

11Royal Bankof Scotland 15 LaxmiVilasBank Ltd

12Bankof NovaScotia 16 NainitalBank Ltd

13DevelopmentBankof Singapore

(DBSBankLtd)

17Ratnakar Bank Ltd

14CreacuteditAgricoleCorporateand

Investment Bank

18SouthIndian bank Ltd

15AbuDhabi CommercialBank Ltd 19TamilnaduMercantileBank Ltd

16Bankof BahrainampKuwait BSC 20DCB Bank Ltd

17Mashreq Bankpsc 21IDFC Bank

18HSBCBankOmanSAOG

19Sonali BankLtd

20JPMorganChase BankNational

Association

21StateBankofMauritiusLtd

22BANKof CEYLON

23BANKINTERNASIONALINDONESIA

24A BBANK

DRAFTPOWERPURCHASEAGREEMENT

PROCUREMENT OF FLEXIBLE SCHEDULABLE POWER ON LONG-TERM

BASIS ie 25 YEARS FROM WIND-SOLAR HYBRID PROJECT WITH

ENERGY STORAGE TECHNOLOGIES FOR CONTRACTED CAPACITY OF 600

MW WITH SUPPLY OF 864 MUs PER DAY

Between

helliphelliphelliphelliphellip [Insert NameofPowerSupplier]

Southern Eastern Power Distribution Company of AP Limited

helliphelliphelliphellip [Insertmonthandyear]

ThisPowerPurchaseAgreementismadeonthehelliphellip[Insert date]day ofhelliphelliphellip[Insert month]of helliphellip

[Insertyear]at helliphelliphelliphellip [Insertplace]

Between

helliphelliphelliphelliphelliphellip[InsertnameoftheSupplier]aCompanyincorporatedunder

theCompaniesAct1956orCompaniesAct2013 havingitsregisteredofficeathelliphelliphelliphellip

[Insertaddressofthe registeredofficeofPowerSupplier](hereinafterreferredtoas

ldquoSUPPLIERrdquowhichexpressionshallunlessrepugnant to the context or meaningthereof bedeemed

to includeits successors andpermitted assigns)as aPartyof the FIRST PART

helliphelliphelliphelliphelliphelliphelliphellip (Insert name of the DISCOM) acompanyincorporatedunder theCompanies

Act1956having itsregisteredofficeat Andhra Pradesh ndash 40404040(hereinafter referredtoas

ldquoBuyerrdquo or ldquoProcurerrdquowhichexpressionshallunlessrepugnantto thecontextormeaning

thereofbedeemedtoincludeitssuccessorsandassignees)asa Party of theSecondPart

TheSupplierand Buyerareindividuallyreferred to aslsquoPartyrsquoand collectivelyreferred to as

lsquoPartiesrsquo

Whereas

A Govt of Andhra Pradesh (GoAP) has notified the Andhra Pradesh Wind-Solar Hybrid Power

Policy 2018 vide GO MS No 3 dated 03-01-2019 The Policy has a target of 5000 MW of

power procurement from Wind-Solar Hybrid Projects with Energy storage Accordingly to

meet the above objectives Buyer intend to procure Flexible Schedulable Power on long-

B [Insert Name of the Supplier] has been declared as a successful bidder or being incorporated

as SPV of the successful bidder against Request for Selection (RfS) issued by Buyer vide

RfS(Bid)NoAPSPDCLFSP012019 for selection of Supplier for supply of flexible

schedulable power from cumulative capacity of helliphelliphellip MW (Insert total capacity to be

contracted) and has been issued Letter of Award (LOA) (LOA

Nohelliphelliphelliphelliphellipdatedhelliphelliphelliphelliphelliphelliphellip) for development of Wind-Solar Hybrid Power Project(s)

with Energy storage technologies generation and sale of flexible schedulable power under

the above RfS on long-term basis

C The SUPPLIER is established in helliphelliphelliphelliphelliphellip[insert name of place] with an objective interalia

to develop and manage Wind-Solar Hybrid power plants with Energy storage technologies in

D The SUPPLIER is engaged in the business of generation of renewable power and is desirous of

setting up a helliphelliphelliphellip MW Wind ndash Solar Hybrid power project [with helliphelliphellipcapacity of Energy

storage based on helliphelliphelliphellip Energy storage technology]located at []in helliphelliphelliphelliphelliphellip(Insert

Village Tehsil District) in the state ofhelliphelliphelliphellip (Hereinafter referred to as the ldquoProjectrdquo)

E The Supplier has agreed to sign this Power Purchase Agreement with the Buyer to sellhelliphelliphellip

MUsper day of flexible schedulable power based onthe Contracted Capacity to Buyer as per

the terms and conditions of this Agreement (hereinafter referred to as the ldquoDAILY

ENERGYrdquo)(insert 144 MWh per day per MW of the Contracted Capacity)

F Pursuant to the aforesaid objective the Parties are desirous of entering into a Power

Purchase Agreement (ldquoPPArdquo) ie a definitive agreement regarding purchase of power from

the Project Pending execution of the necessary agreements and other relevant documents in

relation to the transaction contemplated herein the Parties wish to execute this PPA setting

out the respective obligations of the Parties and the steps necessary to complete the

transactions contemplated herein

G To establish the commitment of Supplier to sell and Buyer to purchase power from the

Project the Parties have entered into this Agreement

H The Supplier has submitted the Performance Bank Guarantee to Buyer as per the format

provided in Schedule-1 of this Agreement

I The Parties have accordingly agreed to enter into this PPA to record their understanding and

agreement with regard to the purchase of power to be generated from the Project and in

respect to the matters incidental or ancillary thereto upon the terms and conditions set out

herein below

Nowtherefore inconsideration ofthe premises andmutual agreements covenants and

conditions set forth herein it is hereby agreedby andbetweenthe Parties as follows

ARTICLE1 DEFINITIONSAND INTERPRETATION

11 Definitions

Thetermsusedinthis Agreementunlessasdefinedbeloworrepugnanttothecontext shall

havethesame meaningasassignedtothembytheElectricityAct2003andtherulesor

regulationsframedthereunderincluding thoseissuedframedby theAppropriate Commission

(as defined hereunder) asamendedor re-enacted from timeto time

ldquoActrdquo orldquoElectricity

Act 2003rdquo

shallmeantheElectricityAct2003andincludeanymodifications

amendments and substitution from timeto time

ldquoAgreementrdquoor

Power Purchase

Agreementor PPA

shallmeanthisPowerPurchaseAgreementincluding itsrecitalsand

Schedulesamendedormodifiedfromtimetotimeinaccordancewith the

terms hereof

Appropriate

Commission

shallmeantheAndhra PradeshElectricity Regulatory

Commissionreferredtoinsection82or Central Electricity Regulatory

Commission as the case may be

Bill Dispute Notice shallmeanthenoticeissuedbyaPartyraisingaDisputeregardinga

MonthlyBill or aSupplementaryBill issued bytheotherParty

ldquoBusiness Dayrdquo shallmeanwithrespecttoSUPPLIERandBuyeradayotherthanSundayor

astatutory holidayonwhichthebanksremainopenforbusinessin Andhra

Pradesh

ldquoBuyingEntity or Buyerrdquo shallmeanAPDISCOMwhohavesignedthe Power Purchase Agreement

with the SUPPLIER

ldquoBuyerrdquo shallmeantheAPDiscomwhohas signed the PPA(s)

withSUPPLIERforpurchaseof Power

ldquoCERCrdquo shallmeantheCentralElectricityRegulatoryCommissionofIndia

constitutedundersubndashsection(1)ofSection76oftheElectricityAct

2003 orits successors

ldquoCTUrdquoor ldquoCentral

Transmission Utilityrdquo

shall mean the Government Company notified by the

CentralGovernmentunderSub-

Section(1)ofSection38oftheElectricityAct2003

ldquoChangeinLawrdquo shallhavethemeaningascribedtheretoinArticle12ofthisAgreement

ldquoCommercial Operation

Daterdquo or ldquoCODrdquo

shall mean the actual date of Commissioning of the Contracted Capacity

as per provisions of Article 5 of this Agreement

ldquoCommissioningrdquo The Projectwillbe consideredascommissioned ifallequipmentas

perratedProject Capacityhave beeninstalledandenergyhasflowninto grid

under the provisions of Article 5

ldquoCompetent Court of

Lawrdquo

shallmeanany courtortribunalorany similarjudicialorquasi-

judicialbody inIndiathathasjurisdictiontoadjudicateuponissues

relatingto this Agreement

ldquoConsents

Clearances and

Permitsrdquo

shallmean allauthorizations licenses approvalsregistrations permits

waiversprivileges acknowledgements agreements or

concessionsrequiredtobeobtainedfromorprovidedby any

concernedauthority forthepurpose ofsetting upofthegeneration

facilities and or supplyof power

ldquoConsultation shallmeantheperiodofninety (90)daysorsuchotherlongerperiod

Periodrdquo asthePartiesmay agreecommencingfromthedateofissuanceofa

SupplierPreliminaryDefaultNoticeor BuyerPreliminaryDefaultNotice

asprovidedinArticle 13of thisAgreementfor consultationbetween the

Partiestomitigate the consequence of the relevanteventhaving regard

toallthe circumstances

Contracted

Capacity

shall mean the AC capacity in MW contracted between Buying Entity

for supply of Flexible Schedulable Power and the Supplier at the

Delivery Point

ldquoContract Yearrdquo shall mean the period beginning from the Effective 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 in

the financial year in which the COD occurs the Contract Year shall end

on the date immediately before the COD and a new Contract Year shall

commence once again from the COD and end on the immediately

succeeding March 31 and thereafter each period of twelve (12) months

commencing on April 1 and ending on March 31 Provided further that

the last Contract Year of this Agreement shall end on the last day of the

Term of the Term of the PPA

ldquoControlling

Shareholdingrdquo

Shall mean not less than 51 of the voting rights and paid up

share capital in the Company

ldquoDAILY ENERGYrdquo shall mean 144 MWh of power supply per day perMW of the

Contracted Capacity by the Supplier For instance for 1000 MW of

Contracted Capacity DAILY ENERGY would be 144 MUday (1000 MW

144 MWh)

ldquoDeliveryPointrdquo Shall mean as following interconnection points where the power from

the Project will be accounted for scheduling and billing

For projects located outside Andhra Pradesh (whether

connected to CTU or to STU of their home States) Delivery

Point shall be Andhra Pradesh State periphery ie the point at

which the CTU network is connected to the Intra-State

Transmission network of Andhra Pradesh All charges amp losses

including the STU transmission charges amp losses of the Suppliersrsquo

Project location state POC scheduling SLDC RLDC charges

etc shall be borne by the Supplier

For projects located in Andhra Pradesh and connected to AP-

STU Delivery point shall be where Interconnection Point of

Supplier is connected to the Intra-State Transmission network of

Andhra Pradesh

For projects located inside Andhra Pradesh but connected to CTU

Delivery Point shall be Andhra Pradesh State periphery ie the point at

which the CTU network is connected to the Intra-State Transmission

network of Andhra Pradesh All charges amp losses including the STU

transmission charges amp losses of the Suppliersrsquo Project location state

POC scheduling SLDC RLDC charges etc shall be borne by the

Supplier

ldquoDisputerdquo shallmeanany disputeordifferenceofany kindbetweenBuyerand

theSupplierinconnectionwithorarisingoutofthisAgreementincluding

butnotlimitedtoanyissueontheinterpretationandscopeoftheterms of

this Agreement as provided in Article16 ofthis Agreement

DueDate DueDateshallmeantheforty-fifth(45th)dayafteraMonthly Bill

(includingalltherelevantdocuments)oraSupplementary Billis

receivedinhardcopyanddulyacknowledgedbytheBuyerorifsuch dayis

notaBusiness Daytheimmediatelysucceeding BusinessDay by

whichdatesuchMonthly BilloraSupplementaryBillispayable bytheBuyer

ldquoEffectiveDaterdquo shall have the meaning ascribed thereto in Article 21 of this Agreement

ldquoElectricity Lawsrdquo shallmeantheElectricityAct2003andtherulesandregulationsmade

thereunderfromtimetotimealong withamendmentstheretoand

replacementsthereofandany otherLawpertainingtoelectricity

includingregulations framed bytheAppropriateCommission

EnergyAccounts shall mean the Regional Energy Accounts State Energy Accounts as

specified in the Grid Code issued by the appropriate agency for each

Month (as per their prescribed methodology) including the revisions

and amendments thereof

Where such REA SEA arenotissuedJointMeterReading(JMR)willbe

considered

ldquoEvent of Defaultrdquo shall mean the eventsas defined in Article 13 of this Agreement

ldquoExpiryDaterdquo Shall mean the date occurring twenty-five (25) years from the

Commercial Operation Date

ldquoFinancial Closurerdquo shall have the same meaning as per Article 31 (Conditions

Subsequent)

ldquoFinancing

Agreementsrdquo

shall mean the agreements pursuant to which theSUPPLIER has sought

financingfortheProjectincludingtheloanagreementssecurity

documentsnotesindenturessecurityagreementslettersofcreditand

otherdocumentsasmaybeamendedmodifiedorreplacedfromtime to

time but without in anywayincreasingthe liabilities of Buyer

ldquoFlexible Schedulable

Powerrdquo

shall mean Daily Energy supplied by the Supplier at the Delivery

Point in accordance with Provisions of Article 44 of this PPA

ForceMajeureor

ldquoForceMajeure Eventrdquo

shallhavethemeaningascribedtheretoinArticle11ofthisAgreement

Grid Code

ldquoIEGCrdquo

or ldquoStateGrid Coderdquo

shallmeantheGridCodespecifiedby theCERCunderClause(h)of Sub-

section(1)ofSection79oftheElectricity Actasamendedfrom

timetotimeandortheStateGridCode asspecifiedbytheconcerned

StateCommission referredunderClause(h)ofSub-section(1)of Section

86 ofthe ElectricityAct 2003 asapplicable

ldquoIndian

Governmental

Instrumentalityrdquo

shall mean the Government of India Governments of Andhra

Pradeshandany ministrydepartment board authority

agencycorporationcommissionunder thedirector

indirectcontrolofGovernmentofIndiaorGovernment of Andhra

Pradeshorbothany politicalsub-divisionofany ofthem includingany

courtorAppropriateCommission(s)ortribunalor judicial orquasi-

judicialbodyinIndia

ldquoInsurancesrdquo shallmeantheinsurancecovertobeobtainedandmaintainedbythe

SUPPLIER in accordancewith Article 8 ofthis Agreement

ldquoInterconnection Pointrdquo

or ldquoInjection Pointrdquo

means the point where the power from the power project(s) will be

injected into the ISTS STU network (including the dedicated

transmission line connecting the power Project with the substation

system) For interconnection with grid the Supplier shall abide by the

relevant CERC state regulations Grid Code and Central Electricity

Authority Regulations as amended from time to time

Interconnection

Facilities

shallmeanthefacilitiesonSUPPLIERrsquossideofthe Interconnection

Pointfor sending andmetering theelectricaloutputinaccordancewiththis

Agreementand whichshallinclude withoutlimitation allother

transmissionlinesandassociatedequipmenttransformersrelay and

switching equipmentandprotectivedevicessafety equipmentand

subjecttoArticle7theMeteringSystemrequiredforsupplyofpower as per

theterms of this Agreement

ldquoInvoicerdquoor ldquoBillrdquo shallmean eitheraMonthlyBill SupplementaryBill or aMonthly

Invoice SupplementaryInvoiceraised byanyof theParties

ldquoLate Payment

Surchargerdquo

shall have the meaning ascribed thereto in Article 1033 of this

Agreement

Law shallmeaninrelationtothisAgreementalllawsincludingElectricity

LawsinforceinIndiaandany statuteordinanceregulation

notificationorcoderuleorany interpretationofany ofthem by an

IndianGovernmentalInstrumentalityandhavingforceoflawandshall

further includewithoutlimitationallapplicablerulesregulations

ordersnotificationsby anIndianGovernmentalInstrumentality

pursuanttoorunderany ofthemandshallincludewithoutlimitation

allrulesregulationsdecisionsand ordersof the Appropriate

Commissions

ldquoLetter ofCreditrdquoor

ldquoLCrdquo

shall have the meaning ascribed thereto in Article 104 ofthis

Agreement

ldquoMetering Pointldquo shall mean the Delivery Point at which metering shall be done by

abiding with the relevant CERC Regulations Grid Code and Central

Electricity Authority Regulations as amended from time to time

Month shallmeanaperiodofthirty(30)daysfrom(andexcluding)thedateof the

event whereapplicable else acalendar month

ldquoOriginal Costrdquo The total cost of the Project as on COD determined under the provisions

of Article 3 of this PPA including the cost towards land

Party andParties shallhavethemeaningascribedtheretointherecitaltothis Agreement

ldquoPayment Security

Mechanismrdquo

Agreement

ldquoPerformanceBank

Guaranteerdquo

shallmeantheirrevocableunconditionalbank guaranteesubmittedby the

SUPPLIER to Buyer under provisions of Article 33 of the PPA

ldquoPower Projectrdquoor shall mean the Wind-Solar Storage Hybrid Power Project of ________

ldquoProjectrdquo MW located at _______________(Insert all projects)

ldquoPreliminaryDefault

Noticerdquo

Prudent Utility

Practices

shallmean the practices methods and standardsthat aregenerally

acceptedinternationallyfromtimetotimeby electricutilitiesforthe

purpose of ensuring the safeefficientandeconomic design

construction commissioning operation andmaintenanceof power

generation equipment and which practicesmethodsand standards

shallbe adjusted as necessary to takeaccountof

a)operation and maintenance guidelines recommended by the

manufacturers ofthe plant and equipment to beincorporated in the

Power Project

b)therequirementsofIndianLawandthephysicalconditionsatthe siteof

thePower Project

ldquoRBIrdquo shallmean the ReserveBank ofIndia

ldquoRebaterdquo shallhavethesamemeaningasascribedtheretoinArticle1034ofthis

Agreement

RLDC shallmeantherelevantRegionalLoadDispatchCentreestablished under

Sub-section (1) of Section 27 ofthe ElectricityAct 2003

ldquoRPCrdquo shallmeantherelevantRegionalPowerCommitteeestablishedbythe

GovernmentofIndiafor a specificregioninaccordancewiththe

ElectricityAct2003 forfacilitating integratedoperation ofthe power

system in that region

RupeesRs ldquo rdquo shallmeanIndian rupeesthe lawful currencyofIndia

ldquoScheduled

Commissioning

Daterdquo or ldquoSCDrdquo or

ldquoScheduled CODrdquo or

ldquoSCODrdquo

shallmeanhelliphelliphelliphelliphellip[Insertdatethatis(30)months from the Effective Date

ldquoSERCrdquo shallmeantheElectricityRegulatoryCommissionofanyStateinIndia

constitutedunderSection-82oftheElectricity Act2003orits

successorsandincludesaJointCommission constitutedunder Subsection

(1) ofSection83 ofthe ElectricityAct 2003

ldquoSLDCrdquo shallmeanthe centreestablishedunder Sub-section(1) of Section31

oftheElectricityAct2003relevantfortheState(s)wherethe Interconnection

Pointis located

ldquoSLDC Chargesrdquo shallmean the charges levied bythe SLDC of thestatewherein the

Power Project is located

ldquoSolar PV Projectrdquo shall mean the Solar Photo Voltaic Power Project that uses sunlight for

ldquoStoragerdquo or ldquoEnergy

Storage technology(ies)rdquo

shall mean systemsdevicesprojectspart of projects that can capture

energy produced at one time for use at a later time Energy storage

technologies shall be as per Andhra Pradesh Wind-Solar Hybrid Power

Policy 2018 vide GO MS No 3 dated 03-01-2019 This would include

technologies like Mechanical Chemical Compressed Air Hydrogen

Pumped Storage etc

ldquoStateTransmission

Utilityrdquoor ldquoSTUrdquo

shallmeantheBoardortheGovernmentcompany notified by the

respectiveStateGovernmentunder Sub-section(1) of Section39of the

Tariff or ldquoPPA Tariffrdquo ShallhavethesamemeaningasprovidedforinArticle9ofthis

Agreement

Tariff Payment shallmeanthepayments tobemadeunderMonthlyBillsasreferredto in

Article 10 and the relevant SupplementaryBills

ldquoTermination

Noticerdquo

shallmeanthenoticegivenbyeitherPartiesforterminationofthis

Agreement in accordancewith Article 13 ofthis Agreement

Term of

Agreement

Week shallmeanacalendarweekcommencingfrom0000hoursofMonday and

endingat 2400 hours of thefollowingSunday

ldquoWind Power Projectrdquo means the wind power project that uses wind energy for conversion

ldquoWind Solar Hybrid

Power Projectrdquo or ldquoSolar-

Wind Hybrid Power

Projectrdquo

means the wind-solar hybrid power project where the rated power

capacity of one resource is atleast 25 of the rated power capacity of

the other resource

12 Interpretation

Savewherethe contraryis indicated anyreferencein this Agreement to

121 ldquoAgreement shall be construed as including a reference to its Schedules andor Appendices

andor Annexures

122 An Article a Recital a Schedulerdquo and a ldquoparagraph clause shall be construed as a reference

to an Article a Recital a Schedule and a paragraphclause respectively of this Agreement

123 A ldquocrorerdquo means a reference to ten million (10000000) and a ldquolakhrdquo means a reference to

one tenth of a million (100000)

124 An encumbrance shall be construed as a reference to a mortgage charge pledge lien or other

encumbrance securing any obligation of any person or any other type of preferential arrangement

(including without limitation title transfer and retention arrangements) having a similar effect

125 ldquoIndebtednessrdquo shall be construed so as to include any obligation (whether incurred as principal or

surety) for the payment or repayment of money whether present or future actual or contingent

126 A person shall be construed as a reference to any person firm company corporation society

trust government state or agency of a state or any association or partnership (whether or not

having separate legal personality) of two or more of the above and a person shall be construed as

including a reference to its successors permitted transferees and permitted assigns in

accordance with their respective interests

127 Rupee Rupeesrdquo ldquoRsrdquo or new rupee symbol ldquo rdquo shall denote Indian Rupees the lawful currency

of India

128 The winding-up dissolution insolvency or reorganization of a company or corporation

shall be construed so as to include any equivalent or analogous proceedings under the Law of the

jurisdiction in which such company or corporation is incorporated or any jurisdiction in which

such company or corporation carries on business including the seeking of liquidation winding-up

reorganization dissolution arrangement protection or relief of debtors

129 Words importing the singular shall include the plural and vice versa

1210 This Agreement itself or any other agreement or document shall be construed as a reference to this

or to such other agreement or document as it may have been or may from time to time be

amended varied novated replaced or supplemented

1211 A Law shall be construed as a reference to such Law including its amendments or re- enactments

from time to time

1212 A time of day shall save as otherwise provided in any agreement or document be construed as a

reference to Indian Standard Time

1213 Different parts of this Agreement are to be taken as mutually explanatory and supplementary to

each other and if there is any inconsistency between or among the parts of this Agreement they

shall be interpreted in a harmonious manner so as to give effect to each part

1214 The tables of contents and any headings or sub-headings in this Agreement have been inserted for

ease of reference only and shall not affect the interpretation of this Agreement

1215 All interest if applicable and payable under this Agreement shall accrue from day to day and be

calculated on the basis of a year of three hundred and sixty five (365) days

1216 The words ldquohereofrdquo or ldquohereinrdquo if and when used in this Agreement shall mean areference to this

Agreement

1217 The terms ldquoincludingrdquo or ldquoincluding without limitationrdquo shall mean that any list of examples

following such term shall in no way restrict or limit the generality of the word or provision in

respect of which such examples are provided

ARTICLE2 TERMOFAGREEMENT

21 Effective Date

211 This Agreement shall come into effect from date of its execution by the Parties and such

date shall be referred to as the Effective Date

22 Term of the Agreement

221 This Agreement subject to Article 24 shall be valid for a term from the Effective Date

until the Expiry Date

23 Early TerminationExpiry

231 This Agreement shall terminate before the Expiry Date if either Buyer orSUPPLIER

terminates the Agreement pursuant to Article 13 of this Agreement

232 The Buyer may exercise any of the following options to offer Contracted Capacity beyond

the Term of the Agreement with due notification in writing to the other Party at least

one hundred eighty (180) days prior to the Expiry Date

a) Own the Project by paying an amount equivalent to 5 of the Original Cost of the

total cost of the Project to the Supplier

b) Procurement of Flexible Schedulable Power from the Project at tariff approved by

the Appropriate Commission for residual useful life

Provided further that the Buyer shall have the first right of refusal to exercise either of

the above options or terminate the Agreement on Expiry Date on account of surviving the

Term of the Agreement The Supplier shall be bound to agree with any of the option

exercised by the Buyer

24 Survival

241 The expiry or termination of this Agreement shall not affect any accrued rights

obligations and liabilities of the Parties under this Agreement including the right to

receive penalty as per the terms of this Agreement nor shall it affect the survival of any

continuing obligations for which this Agreement provides either expressly or by

necessary implication which are to survive after the Expiry Date or termination including

those under Article 11 (Force Majeure) Article 13 (Events of Default and Termination)

Article 14 (Liability and Indemnification) Article 16 (Governing Law and Dispute

Resolution) Article 17 (Miscellaneous Provisions) and other Articles and Schedules of

this Agreement which expressly or by their nature survive the Term or termination of

this Agreement shall continue and survive any expiry or termination of this Agreement

ARTICLE3 CONDITIONS SUBSEQUENTampFINANCIAL CLOSURE

31 Satisfaction of Conditions Subsequent amp financial closure by the SUPPLIER

TheSUPPLIERagreesandundertakestodulyperformandcompleteallofthefollowing

activitiesatSUPPLIERrsquosownriskandcostwithinNine(9)monthsfromtheEffective Dateie

by________________ [insert the date which is 9 months from the Effective Date]unless such

completion isaffected byany Force Majeure or if any of the activities specifically waived in

writing by the Procurer

a) Supplier shall make 100 Project financing arrangements and provide necessary

certificates to the Buyer in this regard

b) Supplier shall produce the documentary evidence of allotmentpossession right

to use of 100 of the land identified for the Project

c) Supplier shall obtain transmissionconnectivity approval from CTUSTU and

provide necessary documents in this regard

d) Supplier shall submit the details of all plannedproposed solar panels inverters

and wind turbine generators Energy storage technologies along with necessary

purchase orderagreements for the project

32 Consequences of non-fulfilment of Conditions Subsequent

321 In case of a failure to submit the documents as above Buyer shall encash the Performance

Bank Guarantee submitted by the SUPPLIER terminate this Agreement by giving a notice

to the SUPPLIERin writing of at least seven (7) days The termination of the Agreement

shall take effect upon the expiry of the 7th day of the above notice

An extension can however be considered on the sole request of SUPPLIER on payment of

Rs 10000- per day per MW of the Contracted Capacity Subsequent to the completion of

deadline for achieving fulfilment of conditions subsequent and financial closure Buyer

shall issue notices to the SUPPLIER in case it is not meeting the above requirements as

per the RfS deadlines The notice shall provide a period of 7 days to the respective

SUPPLIER to either furnish the necessary documents or make the above-mentioned

payment of Rs 10000MWday In case of non-submission of either the requisite

documents or the necessary amount upon expiry of the above-mentioned notice period of

7 days Buyer shall encash the PBG of the SUPPLIER and terminate the PPA for the

Project The amount of Rs 10000MWday shall be paid by the SUPPLIER in advance

prior to the commencement of the said delay period and shall be calculated based on the

period of delay as estimated by the SUPPLIER In case of the SUPPLIER achieves the

milestones before the last date of such proposed delay period the remaining amount

deposited by the SUPPLIER shall be returned by APDISCOM This extension shall not have

any impact on the Scheduled Commissioning Date

322 [Void]

323 For the avoidance of doubt it is clarified that this Article shall survive the termination of

this Agreement

324 In case of inability of the SUPPLIERto fulfil any one or more of the conditions specified in

Article 31 due to any Force Majeureevent the time period for fulfilment of the

Conditions Subsequent and Financial Closure as mentioned in Article 31 shall be

extended for the period of such Force Majeure event

325 Provided that due to the provisions of this Article 324 any increase in the time-period

for completion of Conditions Subsequent and Financial Closure as mentioned in Article

31 shall also lead to an equal extension in the Scheduled Commissioning Date

33 Performance Bank Guarantee

331 The Performance Bank Guarantee having validity of Thirty (30) months from the

Effective Date and of Rs20 LakhMW of Contracted Capacity furnished under this

Agreement shall be for guaranteeing the commencement of the supply of power up to the

Contracted Capacity within the timeline as provided in the RfS documentas provided in

ScheduleI After SCOD the PBG shall be extended by 9 more months or till duration of

extension by Buyer in case of project not being commissioned at end of 30 months from

the Effective Date

332 The failure on the part of the Supplier to furnish and maintain the Performance Bank

Guarantee shall be a material breach of the term of this Agreement on the part of the

Supplier

333 If the Supplierfails to commence supply of power from the Scheduled Commissioning

Date specified in this Agreement or any further extension thereof granted by the Buyer

subject to Article 45 and Article 46 Buyer shall encash the Performance Bank Guarantee

without prejudice to the other rights of the Buyer under this Agreement

34 Return of Performance Bank Guarantee

341 Subject to Article 33 Buyer shall return release the Performance Bank Guarantee

immediately after the successful Commissioning of the Projectafter taking into account

any liquidated damages penalties due to delays in commissioning as per provisions

stipulated in this Agreement

342 The return release of the Performance Bank Guarantee shall be without prejudice to

other rights of the Buyer under this Agreement

ARTICLE 4 CONSTRUCTION amp DEVELOPMENT OF THE PROJECT

41 SUPPLIERrsquos Obligations

411 The SUPPLIERundertakes to be responsible at SUPPLIERrsquos own cost and risk for

a) obtaining all Consents Clearances and Permits as required 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 the terms and conditions of

this Agreement and Prudent Utility Practices

c) continuance of supply of Contracted Capacity from the Commercial

OperationDateProject Commissioningthroughout the term of the Agreement and

d) connecting the Power Project switchyard with the Interconnection Facilities at the

Delivery Point and

e) maintaining its Controlling Shareholding up to a period of one (1) year after Commercial

Operation Date

f) fulfilling all obligations undertaken by the SUPPLIERunder this Agreement

g) obtaining Long Term Access (LTA) and executing transmission service

agreementequivalent with CTUSTU as the case may be for evacuation of the Contracted

Capacity and maintaining it throughout the term of the Agreement

h) The SUPPLIERshall be responsible to for directly coordinating and dealing with the

corresponding Buyer Load Dispatch Centres Regional Power Committees and other

authorities in all respects in regard to declaration of availability scheduling and dispatch

of power and due compliance with deviation and settlement mechanism and the

applicable Grid codeStateCentral Regulations

42 Information regarding Interconnection Facilities

421 The SUPPLIERshall 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 SUPPLIERrsquos side to enable

delivery of electricity at the Delivery Point The transmission of power up to the Delivery

Pointwhere metering is done for energy accounting shall be the responsibility of the

SUPPLIERat his own cost

422 Penalties fines and charges imposed by the CTU STU under any statute or regulation in

relation to delay in commissioning of Project shall be payable by the SUPPLIERto the

extent the delay is attributable to the SUPPLIER

423 All costs and charges including but not limited to the transmission ampwheeling charges

and losses up to the Delivery Point will be borne by theSUPPLIER

43 Purchase and sale of Contracted Capacity

431 Subject to the terms and conditions of this Agreement the SUPPLIERundertakes to sell to

Buyer and Buyer undertakes to pay Tariff for all the energy supplied at the Delivery Point

as per Article 44 of this Agreement

441 Depending upon the connection to AP-STU network or CTU network following provisions

shall be applicable

a) In case the Supplier is connected to the AP-STU network with Contracted Capacity

subject to applicable regulations of Appropriate Commission Grid code applicable laws

as amended from time to time following provisions shall be applicable

Availability of the Contracted

Capacity

a Subject to the PLANNED MAINTENANCE amp ALLIED

ACTIVITIES PERIOD (as defined below) the Project

shall be deemed to be available for 100 of the

Contracted Capacity for each of the 96 time-blocks of

Energy requisition by Buyer b On day-ahead basis before 1000 AM of Delivery

Date-1 Buyer through APSLDC shall convey their

next-day (Delivery Date) requirement to the Supplier

for each of the 96 time-blocks (hereinafter referred to

as the ldquoREQUIRED ENERGYrdquo) subject to the following

conditions

c Buyer can requisition full Contracted Capacity in any

of its peak demand hours subject to the maximum of

DAILY ENERGY over a day

d However Buyer shall not requisition higher than the

Contracted Capacity at any time

e Buyer shall requisition full Contracted Capacity

during 1100-1500 hrs (that is from 1100 AM to

300 PM) Remaining of the DAILY ENERGY may be

requisitioned by the Buyer during the remaining

hours of the day (that is 000ndash1100 hrs and 1500ndash

2400 hrs) as per their requirement

Supply obligations of the

Supplier

f Against the REQUIRED ENERGY as sought by the

Buyer the Supplier shall provide its revised

generation schedule for each time-block (hereinafter

referred to as the ldquoSCHEDULED ENERGYrdquo) Provided

that the SCHEDULED ENERGY shall be within plusmn10

of the REQUIRED ENERGY for each time-block

g In case the SCHEDULED ENERGY is beyond plusmn10 of

the REQUIRED ENERGY in any time-block the

Supplier shall pay the penalty to the Buyer

(hereinafter referred to as ldquoSHORT-SCHEDULED

ENERGY PENALTYrdquo) which shall be equal to the

energy shortfall beyond plusmn10 of REQUIRED ENERGY

for that time-block multiplied by the difference

between IEX landed rate and PPA Tariff for that time-

block (zero if IEX landed rate is less than the PPA

Tariff)

h However on monthly basis the total ACTUAL

GENERATION of the month shall be within plusmn3 of the

total REQUIRED ENERGY for the month

i In case the total ACTUAL GENERATION for the month

is beyond plusmn3 of the total REQUIRED ENERGY for the

month the Supplier shall pay the penalty to the Buyer

(hereinafter referred to as ldquoSHORT-ACTUAL

GENEARTION PENALTYrdquo) which shall be equal to the

for the month multiplied by the difference between

IEX landed rate (average market clearing price for

that month) for that month and PPA Tariff (zero if

IEX landed rate is less than the PPA Tariff)

j The above penalties shall not be applicable to the

extent the Supplier arranges the power from

alternate sources

PLANNED MAINTENANCE amp

ALLIED ACTIVITIES PERIOD

k For a total of 30 days in a year (continuous or non-

continuous) hereinafter referred to as the PLANNED

MAINTENANCE amp ALLIED ACTIVITIES PERIOD the

Supplier shall be required to supplyatleast 50 of its

above-referred supply obligations and the above-

referred penalties shall be applicable on such days

l The Supplier shall select these 30 days with at least 2-

day advance notice to the DISCOMs

Basis of PPA Tariff Payment m The PPA Tariff shall be paid for the ACTUAL

GENERATION quantity

n Any deviation between SCHEDULED ENERGY and

ACTUAL GENERATION for each time-block to would

be dealt with as per applicable APERC regulations as

Offtake obligations of the

o REQUIRED ENERGY requisitioned by the Buyer over a

day shall be within +-3 of the DAILY ENERGY

p In case of shortfall the Buyer shall pay penalty to the

Supplier which shall be equal to the shortfall

multiplied by the difference between the PPA Tariff

and IEX net realisation for the day (zero if IEX

realisation rate for the day is higher than PPA Tariff)

b) In case the Supplier is connected to the CTU or transmission network of any another

state subject to applicable regulations of Appropriate Commission Grid code applicable

laws as amended from time to time following provisions shall be applicable

Availability of the a Same as Article 441 (a)

Contracted Capacity

Energy requisition by Buyer b Same as Article 441 (a)

c Same as Article 441 (a)

d Same as Article 441 (a)

e Same as Article 441 (a)

Supplier

f Same as Article 441 (a)

g Same as Article 441 (a)

h However on monthly basis the total SCHEDULED

ENERGY of the month shall be within plusmn3 of the

i In case the total SCHEDULED ENERGY for the

month is beyond plusmn3 of the total REQUIRED

ENERGY for the month the Supplier shall pay the

penalty to the Buyer (hereinafter referred to as

ldquoSHORT-SCHEDULED ENERGY PENALTY FOR THE

MONTHrdquo) which shall be equal to the energy

shortfall beyond plusmn3 of REQUIRED ENERGY for the

month multiplied by the difference between IEX

landed rate (average market clearing price for that

month) for that month and PPA Tariff (zero if IEX

landed rate is less than the PPA Tariff)

j Same as Article 441 (a)

k Same as Article 441 (a)

l Same as Article 441 (a)

Basis of PPA Tariff Payment m The PPA Tariff shall be paid for the SCHEDULED

ENERGY quantity

be dealt with as per applicable CERC Deviation

Settlement Mechanism regulations as amended

from time to time

o Same as Article 441 (a)

p Same as Article 441 (a)

442 Any excess generation over and above as per Article 441 may be purchased by the

Buyer at free of cost provided the Buyer consents to purchase such power However in

case at any point of time the supply is higher than Required Energy and causes

disturbance in the system the Supplier will have to forego the excess generation and

reduce the output to the Required Energy and shall also have to pay the penaltycharges

443 In case of part Commissioning of the Project the above limits shall be considered on pro-

rata basis till the Commissioning of full Contracted Capacity

444 The above limitsshall be subject to grid evacuation open access non-availability

beyond the control of the Supplier (subject to certification from SLDCRLDC) and force

majeure The above penalties shall not be applicable under such events

45 Extensions of Time

451 In the event that the SUPPLIERis prevented from performing its obligations under Article

41 by the Scheduled Commissioning Date due to

a) anyBuyer Event ofDefault or

b) ForceMajeureEventsaffecting Buyer or

c) ForceMajeureEventsaffectingtheSuppliertheScheduledCommissioning Date

andtheExpiry DateshallbedeferredsubjecttoArticle455forareasonable period but

not less than lsquodayfor dayrsquo basis to permitthe Supplieror Buyer

throughtheuseofduediligencetoovercometheeffectsoftheForce

MajeureEventsaffectingtheSupplier orBuyer ortillsuch time such Event of Defaultis

rectified byBuyer

452 In case of extension due to reasons specified in Article 451(b) and (c) and if such Force

Majeure Event continues even after a maximum period of nine (9) months any of the

Parties may choose to terminate the Agreement as per the provisions of Article 135

453 If the Parties have not agreed within thirty (30) days after the affected Partyrsquos

performance has ceased to be affected by the relevant circumstance on the time period

by which the Scheduled Commissioning Date or the Expiry Date should be deferred by

any Party may raise the Dispute to be resolved in accordance with Article 16

454 As a result of such extension the newly determined Scheduled CommissioningDate and

newly determined Expiry Date shall be deemed to be the Scheduled Commissioning Date

and the Expiry Date for the purposes of this Agreement

455 Notwithstanding anything to the contrary contained in this Agreement any extension of

the Scheduled Commissioning Date arising due to any reason envisaged in this

Agreement shall not be allowed beyond 45monthsfrom the Effective Date

46 Liquidated Damages not amounting to penalty for delay in commencement of

supply of power to Buyer

461 The Project shall be fully commissionedwithin 30 months from the Effective Date In case

of failure to achieve this milestone Buyer shall encash thePerformance Bank Guarantee

(PBG) in the following manner

Delay beyond Scheduled Commissioning Date upto (amp including) the date as on six (6)

months after the SCD Buyer will encash total PBG amount on per day basis and

462 In case of delay in commissioning of the Project beyond the above mentioned 6 months

after SCD the Applicable Tariff for the Project shall be reduced at the rate of 050

paisekWh per day of delay for the delay in such remaining capacity which is not

commissioned The maximum time period allowed for commissioning of the full Project

Capacity with encashment of Performance Bank Guarantee and reduction in the

Applicable Tariff shall be limited to 39 months from the Effective Date In case the

Commissioning of the Project is delayed beyond 39 months from the Effective Date the

PPA capacity shall stand reduced amended to the Project Capacity commissioned

provided that the commissioned capacity is not below 50 MW or 50 of the allocated

Project Capacity whichever is higher and the PPA for the balance Capacity will stand

terminated and shall be reduced from the selected Project Capacity If the Supplier fails to

commission Project capacity of 50 MW or 50 of the allocated Project Capacity

whichever is higher within a period of 39 months from the Effective Date apart from

imposition of penalties as listed above PPA shall be terminated PBG shall be enchased

and the Supplier shall be blacklisted and will not be allowed to participate in any other

scheme of Buyer for a period to be decided by them For the purpose of calculation of the

above delay charges lsquomonthrsquo shall be considered as a period of 30 days In case of delay of

project commissioning due to the reasons beyond control of the Supplier Buyer after

having satisfied with documentary evidence produced by the Supplier for the purpose

and which Buyer finds beyond doubt can extend the time for commission date without

any financial implications to the Supplier

463 However if as a consequence of delay in commissioning the Applicable Tariff changes

that part of the capacity of the Project for which the commissioning has been delayed

shall be paid at the tariff as per Article 92 of this Agreement

47 AcceptancePerformance Test

471 Prior to synchronization of the Power Project the SUPPLIERshall be required to get the

Project certified for the requisite acceptanceperformance test as may be laid down by

Central Electricity Authority or an agency identified by the central government to carry

out testing and certification for the power projects

48 Third Party Verification

481 The SUPPLIERshall 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 Buyer and a

third Party nominated by the Buyer for inspection and verification of the works being

carried out by the SUPPLIERat the site of the Power Project

482 The third party may verify the construction worksoperation of the Power Project being

carried out by the SUPPLIERand if it is found that the construction worksoperation of

the Power Project is not as per the Prudent Utility Practices it may seek clarifications

from SUPPLIERor require the works to be stopped or to comply with the instructions of

such third party

49 Breach of Obligations

491 The Parties herein agree that during the subsistence of this Agreement subject to Buyer

being in compliance of its obligations amp undertakings under this Agreement the

SUPPLIERwould have no right to negotiate or enter into any dialogue with any third party

for the sale of Contracted Capacity of power which is the subject matter of this

Agreement It is the specific understanding between the Parties that such bar will apply

throughout the entire term of this Agreement

410 Generation Compensation for Offtake Constraints

4101 Generation Compensation in offtake constraints due to Grid Unavailability

a During the operation of the plant there can be some periods where the plant can

generate power but due to temporary transmission unavailability the power is not

evacuated for reasons not attributable to the Supplier In such cases the generation

compensation shall be addressed by Buyer in following manner

Grid unavailability in a contract year as

beyond 50 hours in a Contract Year as

defined in the PPA

Generation Loss = [(Average Generation per

hour during the Contract Year) times (number of

hours of grid unavailability during the

Contract Year)]

Where Average Generation per hour during

the Contract Year (kWh) = Total generation

in the Contract Year (kWh) divide 8760 hours less

total hours of grid unavailability in a

Contract Year

The excess generation by the Supplier equal to this generation loss shall be procured

by the Buyer at the PPA tariff so as to offset this loss in the succeeding 3 (three)

Contract Years (Contract Year shall be as defined in the PPA)

ARTICLE 5 SYNCHRONISATION COMMISSIONING AND COMMERCIAL OPERATION

51 Synchronization Commissioning and Commercial Operation

511 The SUPPLIERshall give the concerned RLDCSLDC and Buyer at least sixty (60) days

advanced preliminary written notice and at least thirty (30) days advanced final written

notice of the date on which it intends to synchronize the Power Project to the Grid

System

512 Subject to Article 511 the Power Project may be synchronized by the SUPPLIERto 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

513 The synchronization equipment and all necessary arrangements equipment including

RTU for scheduling of power generated from the Project and transmission of data to the

concerned authority as per applicable regulation shall be installed by the SUPPLIERat its

generation facility of the Power Project at its own cost The SUPPLIERshall synchronize

its system with the Grid System only after the approval of synchronization scheme is

granted by the head of the concerned substationGrid System and checkingverification

is made by the concerned authorities of the Grid System

514 The SUPPLIERshall immediately after each synchronizationtripping of generator inform

the sub-station of the Grid System to which the Power Project is electrically connected in

accordance with applicable Grid Code In addition the SUPPLIERwill inject in-firm power

to grid time to time to carry out operational functional test prior to commercial

operation

515 The SUPPLIERshall commission the Project within thirty (30) Months from the Effective

Date The Supplier shall be permitted for full commissioning of the Project even prior to

the SCOD subject to availability of transmission connectivity and Long-Term Access

(LTA) In cases of early commissioning of Project Buyer shall purchase the generation at

the Tariff if such early commissioning is limited to a date which is six (6) months or lower

prior to the SCOD However in no case COD shall be revised prior to 24 months from the

Effective Date due to such early commissioning

ARTICLE 6 DISPATCH

61 Dispatch and Scheduling

611 The SUPPLIERshall be required to schedule its power as per the applicable regulations

requirements guidelines of CERC APERC SLDC RLDC as the case may be or any

other competent agency and same being recognized by the SLDC or any other competent

authority agency as per applicable regulation law direction and maintain compliance

to the applicable Codes Grid Code requirements and directions if any as specified by

concerned SLDCRLDC as the case may be from time to time Any deviation from the

Schedule will attract the provisions of applicable regulation guidelines directions and

any financial implication on account of this shall be on the account of the SUPPLIER The

SUPPLIERshall make arrangements for scheduling of power from the respective

components of the Project if required by the Buyer

612 The Suppliershall be responsible for any deviation from scheduling and for any resultant

liabilities on account of charges for deviation as per applicable regulations UI charges on

this account shall be directly paid by the SUPPLIER

613 Auxiliary power consumption will be treated as per the APERC regulations

ARTICLE 7 METERING

71 Meters

711 For installation of Meters Meter testing Meter calibration and Meter reading and all

matters incidental thereto the SUPPLIERand Buyer shall follow and be bound by the

Central Electricity Authority (Installation and Operation of Meters) Regulations 2006 the

Grid Code as amended and revised from time to time

712 The SUPPLIERshall bear all costs pertaining to installation testing calibration

maintenance renewal and repair of meters at the SUPPLIERrsquos side of Interconnection

Point andor Delivery Point

713 In addition to ensuring compliance of the applicable codes the SUPPLIERshall install

Main amp Check meters at the Delivery Point along with Stand-by meter(s) as per the

applicable regulations of the State where the Project is located

72 Reporting of Metered Data and Parameters

721 The Suppliershall install necessary equipment for regular monitoring of ambient air

temperature wind speed and other weather and plant operating parameters and

simultaneously for monitoring of the electric power generated from the Project

722 Online arrangement would have to be made by the SUPPLIER for submission of

above data regularly for the entire period of this Power Purchase Agreement to the Buyer

723 Reports on above parameters on monthly basis shall be submitted by the Supplier to the

Buyer for entire period of PPA

ARTICLE 8 INSURANCES

81 Insurance

811 The Suppliershall effect and maintain or cause to be effected and maintained at its own

cost and expense throughout the Term of PPA Insurances against all the industrial risks

with such deductibles and with such endorsements and co-insured(s) which the Prudent

Utility Practices would ordinarily merit maintenance of and as required under the

Financing Agreements

82 Application of Insurance Proceeds

821 In case of the Project not being implemented through Financing Agreement(s) save as

expressly provided in this Agreement or the Insurances the proceeds of any insurance

claim made due to loss or damage to the Power Project or any part of the Power Project

shall be first applied to reinstatement replacement or renewal of such loss or damage

822 In case of the Project being financed through Financing Agreement(s) save as expressly

provided in this Agreement or the Insurances the proceeds of any insurance claim made

due to loss or damage to the Power Project or any part of the Power Project shall be

applied as per such Financing Agreements

823 If a Force Majeure Event renders the Power Project no longer economically and

technically viable and the insurers under the Insurances make payment on a ldquototal lossrdquo

or equivalent basis Buyer shall have no claim on such proceeds of such Insurance limited

to outstanding dues of the Buyer against SUPPLIER

83 Effect on liability of Buyer

831 Notwithstanding any liability or obligation that may arise under this Agreement any loss

damage liability payment obligation or expense which is insured or not or for which the

SUPPLIERcan claim compensation under any Insurance shall not be charged to or

payable by Buyer It is for the SUPPLIERto ensure that appropriate insurance coverage is

taken for payment by the insurer for the entire loss and there is no under insurance or

short adjustment etc

ARTICLE 9 TARIFF

91 The SUPPLIERshall be entitled to receive Tariff arrived after the bidding process and shall

be the Tariff mentioned in Schedule 3 at theDelivery Point for corresponding year of the

Term of this Agreement for the power sold by the SUPPLIERto the Buyer for energy as

reflected in the Joint Meter Reading (JMR)REA with effect from COD or revised COD as

the case may be subject to adjustments under Article 46 of this Agreement if anyIn cases

of early commissioning the Supplier shall be required to intimate the Buyer its proposed

date of early commissioning not later than 60 days prior to the proposed commissioning

date Buyer shall respond to the Seller not later than 30 days from receipt of the above

intimation regarding its acceptance or refusal to purchase such power from the proposed

early commissioning date Subject to acceptance of such proposal subject to the provisions

of Article 515 the Buyer shall purchase such generation at the applicable Tariff

92 Provided further that in case the commissioning of the project is delayed over six (6)

months beyond the Scheduled Commissioning Date subject to Article 4 the Applicable

Tariff shall be reduced at the rate of 050 paisekWh for each day of delay for the delay in

such remaining capacity which is not commissioned

93 Provided further that the RPO benefit shall be claimed by the Buyer and the Supplier shall

not be eligible for claiming REC For the Buyer to claim the RPO benefit Supplier shall

provide monthly break-up of renewable energy (Solar and Non-Solar separately) supplied

94 Any energy produced and flowing into the grid before COD early Commissioned date

shall not be at the cost of Buyer unless mutually agreed

ARTICLE 10 BILLING AND PAYMENT

101 General

1011 From the commencement of supply of power Buyer shall pay to the SUPPLIERthe

monthly Tariff Payments on or before the Due Date in accordance with Article 9 All

Tariff Payments by Buyer shall be in Indian Rupees

102 Delivery and Content of Monthly BillsSupplementary Bills

1021 The SUPPLIERshall issue to Buyer a signed Monthly Bill for the immediately

precedingMonth after issuance of REAJMR of the applicable MonthEach Monthly Bill

shall include all charges as per this Agreement for the energy supplied for the relevant

Month based on REA JMRwhich shall be binding on both the parties The Monthly Bill

amount shall be the product of the energy supplied(as per Article 44) and the applicable

Tariff(as per Article 9)

103 Payment of Monthly Bills

1031 Buyer shall pay the amount payable under the Monthly BillSupplementary Bill by the

Due Date to such account of the SUPPLIER as shall have been previously notified by the

SUPPLIERin accordance with Article 1032 (iii) below

1032 All payments required to be made under this Agreement shall also include any deduction

or set off for

(i) deductions required bytheLaw and

(ii) AmountclaimedbyBuyerifanyfromtheSUPPLIERwillbe adjustedfromthe monthly

energy paymentIncaseofanyexcesspaymentadjustment125 surchargewillbe

applicable on dayto daybasis

(iii) The SUPPLIERshall open a bank account for all Tariff Payments (including

Supplementary Bills) to be made by Buyer to the SUPPLIER and notify Buyer of the

details of such account at least ninety (90) Days before the dispatch of the first

Monthly Bill Buyer shall alsodesignateabankaccountathelliphelliphelliphelliphelliphellip[Insert

nameofplace](BuyerrsquosDesignatedAccount)forpaymentstobemadeby the

SUPPLIERto Buyer if any and notifytheSupplierof thedetails of such account

ninety(90) DaysbeforetheScheduledCommissioning

DateBuyerandtheSUPPLIERshallinstruct theirrespective bankerstomake

allpaymentsunder thisAgreement to theSupplierrsquos

DesignatedAccountorBuyerrsquosDesignatedAccountasthecasemaybeandshall

notifyeither Partyof such instructions on thesame day

1033 Late Payment Surcharge

In the event of delayin payment of aMonthlyBill byBuyer within thirty (30) days

beyonditsDue DateaLate PaymentSurchargeshallbepayabletotheSUPPLIERatthe

rateof125permonthontheoutstandingamountcalculatedonadaytodaybasisTheLate

Payment Surchargeshallbe claimed bytheSUPPLIERthrough theSupplementaryBill

1034 Rebate

For paymentofany BillonorbeforeDue Datethefollowing Rebateshallbepaid by

theSUPPLIERtoBuyerinthefollowingmannerandtheSUPPLIERshallnotraiseany

objections to the payments madeunder this Article

a) ARebateof2shallbepayabletotheBuyerforthepaymentsmade within aperiod

of10(ten) daysof thepresentation ofhard copyof Bill

b) Anypaymentsmadeafterten(10)daysofthedateofpresentationofBill through hard

copyup to theduedate shallbe allowed arebate of 1

c) NoRebateshallbepayableontheBillsraisedonaccountofChangeinLaw relatingto taxes

duties cess etc and on SupplementaryBill

For the above purpose date of presentation of bill shall be the same day of delivery in

hard copy However for consideration of rebate next business day shall be considered

104 Payment Security Mechanism

LetterofCredit (LC)

1041 The Buyer shall provide to the SUPPLIER in respect of payment of its Monthly Bills

andor Supplementary Bills a monthly unconditional revolving and irrevocable letter of

credit (ldquoLetter of Creditrdquo) opened and maintained which may be drawn upon by the

SUPPLIERin accordance with this Article

1042 Subject to Article 1041 not later than one (1) Month before the start of supply Buyer

through a scheduled bank open a Letter of Credit in favour of the SUPPLIER to be made

operative from a date prior to the Due Date of its first Monthly Bill under this Agreement

The Letter of Credit shall have a term of twelve (12) Months and shall be renewed

annually for an amount equal to

(i) forthefirstContract Yearequaltothe estimatedaveragemonthly billing

(ii) foreachsubsequentContract Yearequalto theaverageofthemonthly billing of

theprevious Contract Year

1043 Provided that the SUPPLIERshall not draw upon such Letter of Credit prior to the Due

Date of the relevant Monthly Bill andor Supplementary Bill and shall not make more

than one drawal in a Month

1044 Provided further that if at any time such Letter of Credit amount falls short of the amount

specified in Article 1042 due to any reason whatsoever Buyer shall restore such

shortfall within fifteen (15) days

1045 Buyer shall cause the scheduled bank issuing the Letter of Credit to intimate

theSUPPLIER in writing regarding establishing of such irrevocable Letter of Credit

1046 Buyer shall ensure that the Letter of Credit shall be renewed not later than its expiry

1047 All costs relating to opening maintenance of the Letter of Credit shall be borne by Buyer

1048 If Buyer fails to pay a Monthly Bill or part thereof within and including the Due Date then

subject to Article 1046 amp 1052 the SUPPLIERmay draw upon theLetter of Credit and

accordingly the bank shall pay without any reference or instructions from Buyer an

amount equal to such Monthly Bill or part thereof in accordance with Article 1043

above by presenting to the scheduled bank issuing the Letter of Credit the following

documents

(i) acopyoftheMonthlyBillorSupplementaryBillwhichhasremainedunpaid to

Supplierand

(ii) acertificatefromtheSuppliertotheeffectthatthebillatitem(i)aboveor

specifiedpartthereofisinaccordancewiththeAgreementandhasremained unpaid

beyond the DueDate

105 Disputed Bill

1051 If the Buyer does not dispute a Monthly Bill or a Supplementary Bill raised by

theSupplierwithin fifteen (15) days of receiving such Bill shall be taken as conclusive

1052 If the Buyer disputes the amount payable under a Monthly Bill or a Supplementary Bill as

the case may be it shall pay 50 of the invoice amount and it shall within fifteen (15)

days of receiving such Bill issue a notice(the Bill Dispute Notice) to the invoicing Party

setting out

(i) the details of thedisputed amount

(ii) its estimateof whatthe correct amount should beand

(iii) allwritten material in support of its claim

1053 If the Supplieragrees to the claim raised in the Bill Dispute Notice issued pursuant to

Article 1052 the Suppliershall revise such Bill and present along with the next Monthly

Bill In case excess amount shall be refunded along with interest at the same rate as Late

Payment Surcharge which shall be applied from the date on which such excess payment

was made by the disputing Party to the invoicingParty

anduptoandincludingthedateonwhichsuchpaymenthasbeenreceivedasrefund

1054 If the Supplierdoes not agree to the claim raised in the Bill Dispute Notice issued pursuant

to Article 1052 it shall within fifteen (15) days of receiving the Bill Dispute Notice

furnish a notice (Bill Disagreement Notice) to the Buyer providing

(i) reasons for its disagreement

(ii) its estimateof what thecorrectamountshould be and

(iii) allwritten material in support ofits counter-claim

1055 Upon receipt of the Bill Disagreement Notice by the Buyer under Article 1054

authorized representative(s) or a director of the board of directors member of board of

the Buyer and Suppliershall meet and make best endeavours to amicably resolve such

dispute within fifteen (15) days of receipt of the Bill Disagreement Notice

1056 If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of Bill

Disagreement Notice pursuant to Article 1054 the matter shall be referred to Dispute

resolution in accordance with Article 16

106 Quarterly and Annual Reconciliation

1061 The Parties acknowledge that all payments made against Monthly Bills and

Supplementary Bills shall be subject to quarterly reconciliation within 30 days of the end

of the quarter at the beginning of the following quarter of each year and annual

reconciliation at the end of each year within 30 days to take into account the Energy

Accounts Tariff adjustment payments Tariff Rebate Late Payment Surcharge or any

other reasonable circumstance provided under this Agreement

1062 The Parties therefore agree that as soon as all such data in respect of any quarter of a

Contract Year or a full Contract Year as the case may be has been finally verified and

adjusted the Supplierand Buyer shall jointly sign such reconciliation statement Within

fifteen (15) days of signing of a reconciliation statement the Suppliershall make

appropriate adjustments in the next Monthly Bill Late Payment Surcharge interest shall

be payable in such a case from the date on which such payment had been made to the

invoicing Party or the date on which any payment was originally due as may be

applicable Any Dispute with regard tothe above reconciliation shall be dealt with in

accordance with the provisions ofArticle 16

107 Payment of Supplementary Bill

1071 SUPPLIERmay raise a (Supplementary Bill) for payment on account of

(i) Adjustments required bythe EnergyAccounts (if applicable) or

(ii) ChangeinLaw as provided in Article 12 or

(iii) Pertainingto open access and scheduling related charges fortransmission ofthe

power and such SupplementaryBill shall bepaid bythe other Party

1072 Buyer shall remit all amounts due under a Supplementary Bill raised by the Supplierto

the Supplierrsquos Designated Account by the Due Date except open access charges RLDC or

scheduling charges and transmission charges (if applicable) For Supplementary Bill on

account of adjustment required by energy account Rebate as applicable to Monthly Bills

pursuant to Article 1034 shall equally apply No surcharge will be applicable other than

that on the monthly energy payment and associated debit and credit note

1073 In the event of delay in payment of a Supplementary Bill by either Party beyond its Due

Date a Late Payment Surcharge shall be payable at the same terms applicable to the

Monthly Bill in Article 1033

ARTICLE 11 FORCE MAJEURE

111 Definitions

1111 In this Article the following terms shall have the following meanings

112 Affected Party

1121 An affected Party means Buyer or the Supplierwhose performance has been affected by

anevent of Force Majeure

113 Force Majeure

1131 A lsquoForce Majeurersquo means any event or circumstance or combination of events those stated

below that wholly or partly prevents or unavoidably delays an Affected Party in the

performance of its obligations under this Agreement but only if and to the extent that

such events or circumstances are not within the reasonable control directly or indirectly

of the Affected Party and could not have been avoided if the Affected Party had taken

reasonable care or complied withPrudent Utility Practices which includes

a) ActofGodincludingbutnotlimitedtolightningdroughtfire andexplosion

(totheextentoriginatingfromasourceexternaltothesite)earthquakevolcanic

eruptionlandslideflood cyclonetyphoonortornadoifandonlyifitis declared

notified bythecompetent state central authority agency(as applicable)

b) anyact of war (whetherdeclared or undeclared) invasion armed conflict or act

offoreignenemyblockadeembargorevolutionriotinsurrectionterrorist ormilitary

actionifandonly ifitisdeclarednotifiedby thecompetentstate central authority

agency(as applicable) or

c) radioactive contamination or ionising radiation originating from a source in India or

resulting from another Force Majeure Event mentioned above excluding

circumstances where the source or cause of contamination or radiation is brought or

has been brought into or near the Power Project by the Affected Party or those

employed or engaged by the Affected Party

d) Anyother event of Force Majeure affecting delivery of power from SUPPLIERto Buyer

114 Force Majeure Exclusions

1141 Force Majeure shall not include (i) any event or circumstance which is within the

reasonable control and foreseeable knowledge of the Parties and (ii) the following

conditions

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 non-availability of solarwind source of energy

andor Energy storage technologies 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

f) Non-performance caused by or connected with the Affected Partyrsquos

(i) Negligent or intentional acts errors or omissions

(ii) Failureto complywith anIndianLawor

(iii) Breach ofor defaultunder this Agreement

g) Performance become onerous

115 Notification of Force Majeure Event

1151 The Affected Party shall give notice to the other Party of any event of Force Majeure as

soon as reasonably practicable but not later than fifteen (15) days after the date on

which such Party knew or should reasonably have known of the commencement of the

event of Force Majeure If an event of Force Majeure results in a breakdown of

communications rendering it unreasonable to give notice within the applicable time limit

specified herein then the Party claiming Force Majeure shall give such notice as soon as

reasonably practicable after reinstatement of communications but not later than one (1)

day after such reinstatement The other Party shall take a decision on the claim of the

Affected Party within fifteen (15) days of receipt of the said intimation of Force Majeure

1152 Provided that such notice shall be a pre-condition to the Affected Partyrsquos entitlement to

claim relief under this Agreement Such notice shall include full particulars of the event of

Force Majeure its effects on the Party claimingrelief and the remedial measures

proposed The Affected Party shall give the otherParty regular (and not less than

monthly) reports on the progress of those remedialmeasures and such other information

as the other Party may reasonably request about the Force Majeure Event

1153 The Affected Party shall give notice to the other Party of (i) the cessation of the relevant

event of Force Majeure and (ii) the cessation of the effects of such event of Force Majeure

on the performance of its rights or obligations under this Agreement as soon as

practicable after becoming aware of each of these cessations

116 Duty to Perform and Duty to Mitigate

1161 To the extent not prevented by a Force Majeure Event pursuant to Article 113 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

117 Available Relief for a Force Majeure Event

1171 Subject to this Article 11

a) no Party shall be in breach of its obligations pursuant to this Agreement except to the

extent that the performance of its obligations was prevented hindered or delayed due

to a Force Majeure Event

b) every Party shall be entitled to claim relief in relation to a Force Majeure Event in

regard to its obligations including but not limited to those specified under Article 45

c) For avoidance of doubt neither Partyrsquos obligation to make payments of money due

and payable prior to occurrence of Force Majeure events under this Agreement

shall be suspended or excused due to the occurrence of a Force Majeure Event in

respect of such Party

d) Provided that no payments shall be made by either Party affected by a Force Majeure

Event for the period of such event on account of its inability to perform its obligations

due to such Force Majeure Event

ARTICLE 12 CHANGE IN LAW

121 Definitions

In this Article 12 thefollowingterms shallhavethefollowingmeanings

1211 Change in Law means the occurrence of any of the following events after the Bid

Deadline (as defined in the RFS) resulting into any additional recurring non- recurring

expenditure by the Supplieror any income to the Supplier

the enactment coming into effect adoption promulgation amendment

modificationor repeal (withoutre-enactmentorconsolidation)inIndiaof any Law

includingrulesand regulations framed pursuant to suchLaw

achangeintheinterpretationorapplicationofanyLawbyanyIndian Governmental

Instrumentality havingthelegalpowertointerpretorapply suchLaw oranyCompetent

Court ofLaw

theimpositionofarequirementforobtaininganyConsentsClearancesandPermits which

was not required earlier

achangeinthetermsandconditionsprescribedforobtaining anyConsents Clearancesand

Permitsortheinclusionofany newtermsorconditionsfor

obtainingsuchConsentsClearancesandPermitsexceptduetoany default of theHPD

butshallnotinclude(i)anychangeinany withholdingtaxonincomeordividends

distributedtotheshareholders ofthe Supplier or(ii)anychangeon accountof

regulatorymeasures bytheAppropriateCommission or (iii)

anystatutorychangeintaxstructure(includingchangesintaxesdutiesor

cess)orintroductionofany new tax duty cess made applicable for settingup of the

Project andsupplyofpowerfromtheProjectby the SUPPLIER andhasdirecteffecton the

Project

122 Relief for Change in Law

1221 The aggrieved Party shall be required to approach the Appropriate Commission for

seeking approval of Change in Law

1222 The decision of the Appropriate Commission to acknowledge a Change in Law and the

date from which it will become effective and provide relief for the same shall be final and

governing on both the Parties

ARTICLE 13 EVENTS OF DEFAULT AND TERMINATION

131 SupplierEvent of Default

1311 The occurrence and continuation of any of the following events unless any such event

occurs as a result of a Force Majeure Event or a breach by Buyer of its obligations under

this Agreement shall constitute a SUPPLIEREvent of Default

(i) the failure to commence supply of power to Buyer up to the Contracted Capacity by

the end of the period specified in Article 4 or

a) For any three months in a Contract Year the Supplier is liable to pay

penalty(ies) under the provisions of Articles 441(a)(i) amp 441(a)(j) or

b) For any three months in a Contract Year the Supplier is liable to pay

penalty(ies) under the provisions of Articles 441(b)(i) amp 441(b)(j) or

c) the SUPPLIERassigns mortgages or charges or purports to assign mortgageor

charge any ofits assets orrightsrelatedtothePowerProjectincontraventionofthe

provisions of this Agreement or

d) theSUPPLIERtransfers or novatesanyof its rightsand or obligationsunderthis

agreementinamannercontrary totheprovisionsofthisAgreementexcept

wheresuch transfer

isinpursuanceofaLawanddoesnotaffecttheability ofthetransfereeto

performandsuchtransfereehasthefinancialcapability toperformits

obligations under this Agreement or

istoatransfereewhoassumessuchobligationsunderthisAgreementandtheAg

reementremains effectivewith respect to the transferee

(ii) if (a) the SUPPLIERbecomes voluntarily or involuntarily the subject of any

bankruptcy or insolvency or winding up proceedings and such proceedings remain

uncontested for a period of thirty (30) days or (b) any winding up or bankruptcy or

insolvency order is passed against the SUPPLIER or (c) the SUPPLIERgoes into

liquidation or dissolution or has a receiver or any similar officer appointed over all

or substantially all of its assets or official liquidator is appointed to manage its

affairs pursuant to Law provided that a dissolution or liquidation of the

SUPPLIERwill not be a SUPPLIEREvent of Default if such dissolution or liquidation

is for the purpose of a merger consolidation or reorganization and where the

resulting company retains creditworthiness similar tothe SUPPLIERand expressly

assumes all obligations of the SUPPLIERunder this Agreement and is in a position

to perform them or

(iii) the SUPPLIERrepudiates this Agreement and does not rectify such breach within a

period of thirty (30) days from a notice from Buyer in this regard or

(iv) except where due to any Buyerrsquos failure to comply with its material obligations the

SUPPLIERis in breach of any of its material obligations pursuant to this Agreement

and such material breach is not rectified by the SUPPLIERwithin thirty (30) days of

receipt of first notice in this regard given by Buyer

(v) Change in Controlling Shareholding before the specified time frame as mentioned

inArticle 411 of this Agreement or

(vi) Occurrence of any other event which is specified in this Agreement to be a material

breach default of the SUPPLIER

(vii) except where due to any Buyerrsquos failure to comply with its material obligations the

132 Buyer Event of Default

1321 The occurrence and the continuation of any of the following events unless any such event

occurs as a result of a Force Majeure Event or a breach by the SUPPLIERof its obligations

under this Agreement shall constitute the Event of Default on the part of defaulting

(i) Buyer fails to pay (with respect to a Monthly Bill or a Supplementary Bill) subject

to Article 105 for a period of ninety (90) days after the DueDate and the

SUPPLIERis unable to recover the amount outstanding to the SUPPLIERthrough the

Letter of Credit

(ii) Buyer repudiates this Agreement and does not rectify such breach even within a

period of sixty (60) days from a notice from the SUPPLIERin this regard or

(iii) except where due to any SUPPLIERs failure to comply with its obligationsBuyer is

in material breach of any of its obligations pursuant to thisAgreement and

such material breach is not rectified by Buyer within sixty(60) days of receipt of

notice in this regard from the Seller to Buyer orif

Buyerbecomes voluntarily orinvoluntarily the subject of any bankruptcy

orinsolvencyorwindingupproceedingsandsuch proceedings remain

uncontested foraperiod ofsixty(60)days or

anywindinguporbankruptcyorinsolvencyorderispassedagainstBuyer or

Buyergoesintoliquidationordissolutionorareceiveroranysimilar

officerisappointedoverallorsubstantially allofitsassetsorofficial

liquidatorisappointedtomanageitsaffairspursuanttoLawprovided that it shall

not constituteaBuyerEvent of Default wheresuch dissolutionor liquidationof

Buyer orBuyer isfor thepurpose ofa

mergerconsolidationorreorganizationandwheretheresulting entity

hasthefinancialstanding toperformitsobligationsunderthis Agreementand

hascreditworthinesssimilar toBuyerand expressly

assumesallobligationsofBuyerandisinapositiontoperformthemor

(iv) occurrence of any other event which is specified in this Agreement to be a material

breach or default of Buyer

133 Procedure for cases of SupplierEvent of Default

1331 Upon the occurrence and continuation of any SupplierEvent of Default under Article131

Buyer shall have the right to deliver to the SUPPLIERa notice stating its intention to

terminate this Agreement (Buyer Preliminary Default Notice) which shall specify in

reasonable detail the circumstances giving rise to the issue of such notice

1332 Following the issue of a Buyer Preliminary Default Notice the Consultation Period of

ninety (90) days or such longer period as the Parties may agree shall apply and it shall be

the responsibility of the Parties to discuss as to what steps shall be taken with a view to

mitigate the consequences of the relevant Event of Default having regard to all the

circumstances

1333 During the Consultation Period the Parties shall continue to perform their respective

obligations under this Agreement

1334 Within a period of seven (7) days following the expiry of the ConsultationPeriod unless

the Parties shall have otherwise agreed to the contrary or the SUPPLIEREvent of Default

giving rise to the Consultation Period shall have ceased to exist or shall have been

remedied Buyer may terminate this Agreement by giving a written Termination

Notice of sixty (60) days to the Supplier

1335 Subject to the terms of this Agreement upon occurrence of a Supplier Event of Default

under this Agreement the lenders in concurrence with the Buyer may exercise their

rights if any under Financing Agreements to seek substitution of the Supplier by a

selectee for the residual period of the Agreement for the purpose of securing the

payments of the total debt amount from the Supplier and performing the obligations of

the Supplier However in the event the lenders are unable to substitute the defaulting

Supplier within the stipulated period Buyer may terminate the PPA and the Buyer may

acquire the Project assets for an amount equivalent to 90 of the debt due or less as

mutually agreed failing which the lenders may exercise their mortgage rights and

liquidate the Project assets Provided that any substitution under this Agreement can

only be made with the condition that the selectee meets the eligibility requirements of

Request for Selection (RfS) issued by Buyer

Provided further that in the event of Buyer deciding not to acquire the Project the

Supplier shall pay to the Buyer by way of Termination Payment an amount equal to

Tariff Payment that would have been due and payable by Buyer based on supply of

contracted DAILY ENERGY for a period of twelve (12) monthsas if the Power plant had

operated for such twelve (12) months from the date of Termination

1336 The lenders in concurrence with the Buyer may seek to exercise right of substitution

under Article 1333 by an amendment or novation of the PPA in favour of the selectee

The Supplier shall cooperate with the Buyer 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 In the event of Change in

ShareholdingSubstitution of Promoters triggered by the Financial Institutions leading to

signing of fresh PPA with a new entity an amount of Rs 10 Lakh per Project per

transaction as facilitation fee (non-refundable) shall be deposited by the Supplier to the

134 Procedure for cases of Buyer Event of Default

1341 Upon the occurrence and continuation of any Buyer Event of Default specified in Article

132 the SUPPLIERshall have the right to deliver to Buyer a SUPPLIERPreliminary

Default Notice which notice shall specify in reasonable detail the circumstances giving

rise to its issue

1342 Following the issue of a SUPPLIERPreliminary Default Notice the Consultation Period of

circumstances

1344 After a period of two hundred ten (210) days following the expiry of the Consultation

Period and unless the Parties shall have otherwise agreed to the contrary or Buyer Event

of Default giving rise to the Consultation Period shall have ceased to exist or shall have

been remedied the HPD shall be free to sell the Contracted Capacity to any third party of

the HPDrsquos choice

Provided further that at the end of three (3) months period from the period

mentioned in this Article 1344 this Agreement may be terminated by the HPD In the

event of termination of PPA any damages or charges payable to the STU CTU for the

connectivity of the plant shall be borne by the Buying Entity

135 Termination due to Force Majeure

1351 If the Force Majeure Event or its effects continue to be present beyond a period of twelve

(12) months either Party shall have the right to cause termination of the Agreement In

such an event this Agreement shall terminate on the date of such Termination Notice

without any further liability to either Party from the date of such termination

136 Not Used

137 Specific Performance of the Agreement

1371 The Parties acknowledge that a breach of the obligations contained herein would result

in injuries The parties hereby also agree that this PPA is specifically enforceable at the

instance of either Party

1372 Subject to Applicable Law and as granted by the court of appropriate jurisdiction Parties

acknowledge that either party shall be entitled to seek specific performance of this

Agreement in the event of a breach of the obligations or the terms and conditions

contained herein

1373 Further Parties hereby agree that nothing mentioned herein under this Agreement shall

be taken to mean or construe that any penalty or damages shall be adequate

compensation for the breach of the obligations or the terms amp conditions contained

herein

ARTICLE 14 LIABILITY AND INDEMNIFICATION

141 Indemnity

1411 The SUPPLIERshall indemnify defend and hold Buyer harmless against

a) anyandallthirdpartyclaimsagainstBuyerforanylossofordamagetoproperty of such

third partyor death or injuryto such thirdparty arisingout ofabreach bythe

SUPPLIERof anyof itsobligations under this Agreement and

b) any and all lossesdamagescosts and expensesincludinglegal costsfines

penaltiesand interestactually sufferedorincurredbyBuyerfromthirdparty claims

arisingbyreason of abreach bytheSUPPLIERof anyof its obligations under

thisAgreement(providedthatthisArticle14shallnotapply tosuchbreaches by the

SUPPLIER for which specific remedies have been provided for under this

Agreement)

1412 Buyer shall indemnify defend and hold the SUPPLIERharmless against

a) any and all third party claims against the SUPPLIER for any loss of or damage to

property of such third party or death or injury to such third party arising out of a

breach by Buyer of any of its obligations under this Agreement and

b) any and all losses damages costs and expenses including legal costs

finespenalties and interest (lsquoIndemnifiable Lossesrsquo) actually suffered or incurred by

the SUPPLIERfrom third party claims arising by reason of a breach by Buyer of any of

its obligations

142 Procedure for claiming Indemnity

1421 Third party claims

a WheretheIndemnifiedParty isentitledtoindemnificationfromtheIndemnifying

PartypursuanttoArticle1411(a)or1412(a)theIndemnifiedPartyshallpromptly

notify the Indemnifying Party of such claim referred to in Article 1411(a)or

1412(a) in respect ofwhich itis entitled tobeindemnified Such noticeshallbe

givenas soon as reasonablypracticableaftertheIndemnifiedParty

becomesawareofsuchclaimTheIndemnifyingParty shall

beliabletosettletheindemnificationclaimwithinthirty(30)daysof receiptofthe

abovenotice Provided however that if

(i) thePartieschoosetoreferthedisputebeforetheArbitratorinaccordance with

Article 1632 and

(ii) theclaimamountisnotrequiredtobepaiddepositedtosuchthirdparty

pendingtheresolution ofthe Dispute

theIndemnifyingPartyshallbecomeliabletopay theclaimamounttothe

IndemnifiedPartyortothethirdpartyasthecasemay bepromptlyfollowingthe

resolution of theDispute if such Disputeis not settled in favourof theIndemnified

b TheIndemnifiedPartymaycontesttheclaimbyreferringtotheArbitratorforwhich

itisentitledtobeIndemnifiedunderArticle1411(a) or1412(a)and the

IndemnifyingPartyshallreimbursetotheIndemnifiedPartyallreasonablecostsand

expensesincurredbythe IndemnifiedpartyHoweversuch IndemnifiedPartyshall

notsettleorcompromisesuchclaimwithoutfirstgettingtheconsent ofthe

IndemnifyingPartywhich consent shall not be unreasonablywithheld ordelayed

AnIndemnifyingParty mayatitsownexpenseassumecontrolofthedefenceof any

proceedings brought against the Indemnified Partyif it acknowledges its

obligationtoindemnifysuch IndemnifiedParty givessuch IndemnifiedParty

promptnoticeofitsintentiontoassumecontrol ofthedefenceandemploysan

independentlegalcounselatitsowncostthatisreasonably satisfactorytothe

Indemnified Party

143 Indemnifiable Losses

1431 Where an Indemnified Party is entitled to Indemnifiable Losses from the

Indemnifying Party pursuant to Article 1411(b) or 1412(b) the Indemnified Party shall

promptly notify the Indemnifying Party of theIndemnifiable Losses actually incurred by

the Indemnified Party The Indemnifiable Losses shall be reimbursed by the Indemnifying

Party within thirty (30) days of receipt of the notice seeking Indemnifiable Losses by the

Indemnified Party In case of non-payment of such losses after a valid notice under this

Article 143 such event shall constitute a payment default under Article 13

144 Limitation on Liability

1441 Except as expressly provided in this Agreement neither the SUPPLIERnor Buyer nor its

their respective officers directors agents employees or affiliates (or their officers

directors agents or employees) shall be liable or responsible to the other Party or its

affiliates officers directors agents employees successors or permitted assigns or their

respective insurers for incidental indirect or consequential damages connected with or

resulting from performance or non-performance of this Agreement or anything done

in connection herewith including claims in the nature of lost revenues income or profits

(other than payments expressly required and properly due under this Agreement) any

increased expense of reduction in or loss of power generation or equipment used

therefore irrespective of whether such claims are based upon breach of warranty tort

(including negligence whether of Buyer the SUPPLIERor others) strict liability contract

breach of statutory duty operation of law or otherwise

1442 Buyer shall have no recourse against any officer director or shareholder of the

SUPPLIERor any Affiliate of the SUPPLIERor any of its officers directors or shareholders

for such claims excluded under this Article The SUPPLIERshall have no recourse against

any officer director or shareholder of Buyer or any affiliate of Buyer or any of its officers

directors or shareholders for such claims excluded under this Article

145 Duty to Mitigate

1451 The Parties shall endeavour to take all reasonable steps so as mitigate any loss or damage

which has occurred under this Article 14

ARTICLE 15 ASSIGNMENTS AND CHARGES

151 Assignments

ThisAgreementshallbebinding uponandinuretothebenefitofthePartiesand their

respective successors andpermittedassignsThisAgreementshallnotbe assignedby any

PartyexcepttotheProjectLendersorLenderrsquosRepresentativeas

securityfortheirdebtundertheFinancingAgreementsotherthanbymutualconsent

betweenthe Partiestobe evidencedinwriting Suchassignmentshallbe agreedto by Buyer

subjecttothecomplianceofprovisionscontainedinthisAgreementand morespecifically

totheprovisionsofArticle411ofthisAgreementInnocase such assignment shall

bepermissiblepriorto thedeclaration ofCOD

ProvidedthatBuyer shallpermitassignmentofanyofSUPPLIERrsquosrightsandobligations

under thisAgreementinfavour of the lenders totheSUPPLIERif requiredunder the

FinancingAgreements

Providedthatsuchconsentshallnotbe withheldifBuyer seekstotransfer toany

transfereeallof its rightsand obligations under this Agreement

The enforcementof therights andobligationbetweentheSUPPLIERandtheBuyer

providedinthisAgreementshallnot betreatedasan assignment but anenforcement ofthe

terms agreed under this Agreement

Provided furtherthat anysuccessor(s) or permitted assign(s)identifiedafter mutual

agreementbetweenthePartiesmay berequiredtoexecuteanewagreementonthe same

terms and conditions as areincluded in this Agreement

An amountof Rs5 Lakhper Transaction as Facilitation Fee(non-refundable) shall

bedepositedby theSuppliertoBuyerProvidedfurtherthatsuchconsentshallnotbe

withheldby theSupplierifBuyerseekstotransfertoanyaffiliateallofitsrightsand

IntheeventofChange inShareholdingSubstitutionofPromoterstriggeredby the Financial

InstitutionsleadingtosigningoffreshPPAwithaNewEntityanamount of Rs10Lakhper

Transactionas FacilitationFee (non-refundable) shallbe deposited bytheSupplierto the

152 Permitted Charges

1521 SUPPLIERshall not create or permit to subsist any encumbrance over all or any of its

rights and benefits under this Agreement other than as set forth in Article 151

Howeverthe SUPPLIERmay create any encumbrance over all or part of the receivables

payment mechanism in favour of the ProjectLenders or Lenderrsquos Representative on their

behalf as security for their debt under the Financing Agreements

ARTICLE 16 GOVERNING LAW AND DISPUTE RESOLUTION

161 Governing Law

1611 This Agreement shall be governed by and construed in accordance with the Laws of India

Any legal proceedings in respect of any matters claims or disputes under this Agreement

shall be under the jurisdiction of appropriate courts in Andhra Pradesh

162 Amicable Settlement and Dispute Resolution

1621 Amicable Settlement

(i) EitherPartyis entitled to raise anyclaim disputeor differenceof whatevernature

arisingunderoutoforin connectionwiththisAgreement(ldquoDisputerdquo)bygivinga

written notice(DisputeNotice) to theotherPartywhich shallcontain

a) adescriptionof theDispute

b) the grounds forsuchDispute and

c) allwritten material in support ofits claim

(ii) The other Party shall within thirty (30) days of issue of Dispute Notice issued

under Article 1621(i) furnish

a) counter-claim and defences if any regarding the Dispute and

b) all written material in support of its defences and counter-claim

(iii) Within thirty (30) days of issue of Dispute Notice by any Party pursuant toArticle

(i) if theotherPartydoes not furnish anycounter claim or defenceunder Article16

(ii) orthirty (30)daysfromthedateoffurnishingcounterclaimsordefenceby

theotherPartyboththePartiestotheDisputeshallmeettosettlesuch

Disputeamicably IfthePartiesfailtoresolvetheDisputeamicably within thirty

(30)daysfromthelaterofthedatesmentionedinthisArticle1621 (iii)theDispute

shall be referredfor dispute resolutioninaccordance with Article 163

163 Dispute Resolution

1631 Dispute Resolution by the Appropriate Commission

(i) Where any Dispute (a) arises from a claim made by any Party for any change in the

Tariff or any matter related to Tariff or claims made by any Party which partly or

wholly relate to any change in the Tariff or any of such claims could result in change

in the Tariff or (b) relates to any matter agreed to be referred to the Appropriate

Commission such Dispute shall be submitted to adjudication by the Appropriate

Commission Appeal against the decisions of the Appropriate Commission shall be

made only as per the provisions of the Electricity Act 2003 as amended from time

to time

1632 Dispute Resolution through Arbitration

IftheDisputearisingasperArticle1621isnotamicablyresolvedampsuchdispute

isnotcoveredinArticle1631(i)suchDisputeshallberesolvedby arbitration

undertheprovisionsofElectricity Act2003(asamendedfromtimetotime)as under

(i) Proceedingsaswellasappointmentofthearbitrator(s)shallbecarriedout bythe

Appropriate Commissions under theElectricity Act2003 as

amendedfromtimetotimeAsstipulatedbythesaidElectricityAct2003

thesaidarbitrationwilltakeplaceaspertheprovisionsoftheArbitration and Conciliation

Act 1996 as amendedfrom timeto time

(ii) TheplaceofarbitrationshallbeAndhra PradeshThelanguageofthearbitrationshall

beEnglish

(iii) The ArbitrationTribunalrsquosaward shallbe substantiated inwriting The

ArbitrationTribunalshallalsodecide onthe costsof the arbitration proceedingsand

the allocation thereof

(iv) TheprovisionsofthisArticleshallsurvivetheterminationofthisPPAforany reason

whatsoever

(v) The award shallbeof majoritydecision

164 Parties to Perform Obligations

1641 Notwithstanding the existence of any Dispute and difference referred to the

Appropriate Commission or the Arbitration Tribunal as provided in Article 163 and save

as the Appropriate Commission or the Arbitration Tribunal may otherwise direct by a

final or interim order the Parties hereto shall continue to perform their respective

obligations (which are not in dispute) under this Agreement

ARTICLE 17 MISCELLANEOUS PROVISIONS

171 Amendment

1711 This Agreement may only be amended or supplemented by a written agreement between

the Parties

172 Third Party Beneficiaries

1721 This Agreement is solely for the benefit of the Parties and their respective successors and

permitted assigns and shall not be construed as creating any duty standard of care or any

liability to any person not a party to this Agreement

173 Waiver

1731 No waiver by either Party of any default or breach by the other Party in the performance

of any of the provisions of this Agreement shall be effective unless in writing duly

executed by an authorised representative of such Party

1732 Neither the failure by either Party to insist on any occasion upon the performance of the

terms conditions and provisions of this Agreement nor time or other indulgence granted

by one Party to the other Parties shall act as a waiver of such breach or acceptance of any

variation or the relinquishment of any such right or any other right under this Agreement

which shall remain in full force and effect

174 Confidentiality

1741 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) totheirofficerscontractorsemployeesagents or representativesfinanciers

whoneedtohaveaccesstosuchinformationfortheproperperformanceoftheir activities

c) disclosures required underLaw withoutthe prior written consent of the otherParty

175 Severability

1751 The invalidity or unenforceability for any reason of any part of this Agreement shall not

prejudice or affect the validity or enforceability of the remainderof this Agreement unless

the part held invalid or unenforceable is fundamental to this Agreement

176 Notices

1761 All notices or other communications which are required to be given under this

Agreement shall be in writing and in the English language

1762 If to the Supplier all notices or other communications which are required must be

delivered personally or by registered post or facsimile or any other method duly

acknowledged to the addresses below

Address Attention

Fax No

TelephoneNo

1763 If to Buyer all notices or communications must be delivered personally or by

registered post or facsimile or any other mode duly acknowledged to the address(es)

(i)Address

Attention

Email Fax

TelephoneNo

1764 All notices or communications given by facsimile shall be confirmed by sending a copy of

the same via post office in an envelope properly addressed to the appropriate Party for

delivery by registered mail All notices shall be deemed validly delivered upon receipt

evidenced by an acknowledgement of the recipient unless the Party delivering the notice

can prove in case of delivery through the registered post that the recipient refused to

acknowledge the receipt of the notice despite efforts of the postal authorities

1765 Any Party may by notice of at least fifteen (15) days to the other Party change the address

andor addresses to which such notices and communications to it are to be delivered or

mailed

177 Language

1771 All agreements correspondence and communications between the Parties relating to this

Agreement and all other documentation to be prepared and supplied under the Agreement

shall be written in English and the Agreement shall be construed and interpreted in

accordance with English language

1772 If any of the agreements correspondence communications or documents are prepared in

any language other than English the English translation of such agreements

correspondence communications or documents shall prevail in matters of interpretation

178 Restriction of Shareholders Ownersrsquo Liability

1781 Parties expressly agree and acknowledge that none of the shareholders of the Parties

hereto shall be liable to the other Parties for any of the contractual obligations of the

concerned Party under this Agreement Further the financial liabilities of the

shareholders of each Party to this Agreement shall be restricted to the extent provided in

the Indian Companies Act 2013

179 Taxes and Duties

1791 The SUPPLIERshall bear and promptly pay all statutory taxes duties levies and cess

assessed levied on the Suppler contractors or their employees that are required to be

paid by the Supplieras per the Law in relation to the execution of the Agreement and for

supplying power as per the terms of this Agreement

1792 Buyer shall be indemnified and held harmless by the Supplieragainst any claims that may

be made against Buyer in relation to the matters set out in Article 1791

1793 Buyer shall not be liable for any payment of taxes duties levies cess whatsoever for

discharging any obligation of the Supplierby Buyer on behalf of Supplier

1710 Independent Entity

17101 TheSUPPLIERshall be an independent entity performing its obligations pursuant to

theAgreement

17102 Subject to the provisions of the Agreement the SUPPLIERshall be solely responsible for

the manner in which its obligations under this Agreement are to be performed All

employees and representatives of the SUPPLIERor contractors engaged by the

SUPPLIERin connection with the performance of the Agreement shall be under

the complete control of the SUPPLIER and shall not be deemed to be employees

representatives contractors of Buyer and nothing contained in the Agreement or in any

agreement or contract awarded by the SUPPLIERshall be construed to create any

contractual relationship between any such employees representatives or contractors and

1711 Compliance with Law

Despiteanything containedinthisAgreementbutwithoutprejudicetothis Article if

anyprovision of this Agreement shall be in deviation or inconsistent with

orrepugnanttotheprovisionscontainedintheElectricity Act2003oranyrules

andregulationsmadethereundersuchprovisionofthisAgreementshallbedeemed

tobeamendedtotheextentrequiredtobring itintocompliancewiththeaforesaid relevant

provisions as amended from timeto time

1712 No Consequential or Indirect Losses

Theliability oftheSUPPLIERandBuyershallbelimitedtothatexplicitly providedin this

Agreement

Providedthatnotwithstanding anything containedinthisAgreementunderno

eventshallBuyerortheSUPPLIERclaimfromoneanotheranyindirectorconsequential losses

or damages

1713 Order of priority in application

Incaseof inconsistenciesbetween theagreement(s) executed between

thePartiesapplicableLawincludingrulesandregulationsframedthereunderthe

orderofpriorityasbetweenthemshallbetheorderinwhichtheyareplacedbelow

i applicableLawrules and regulations framed thereunder

ii the Grid Code and

iii the terms and conditions of this Agreement

INWITNESSWHEREOFthePartieshavecausedtheAgreementtobeexecutedthrough

theirdulyauthorized representatives as of thedateand placeset forth above

For and on behalf of

[Buyer]

For and on behalf of [SUPPLIER]

Name Designation andAddress

Name Designation and Address

Signaturewith seal

Witness

SCHEDULE 1 FORMAT OFTHEPERFORMANCE BANKGUARANTEE

Original PBG to be submitted as per format provided in the RfS

SCHEDULE 2 Listof Banks for Issuanceof PerformanceBank Guarantee

1SCHEDULED COMMERCIALBANKS

2OTHER PUBLIC SECTOR BANKS

SBI AND ASSOCIATES

1IDBIBankLtd 1 StateBank ofIndia

3FOREIGN BANKS 2 StateBank ofIndore

1Bank ofAmericaNA NATIONALISED BANKS

2Bank ofTokyo MitsubishiUFJLtd 1 AllahabadBank

3BNP Paribas 2 AndhraBank

4Calyon Bank 3 Bank ofIndia

5Citi Bank NA 4 Bank ofMaharashtra

6DeutscheBank AG 5 Canara Bank 7TheHongKongand Shanghai Banking

CorpnLtd

6 Central Bank ofIndia

8Standard Chartered Bank 7 Corporation Bank

9SocieteGenerale 8 DenaBank

10Barclays Bank 9IndianBank

11Royal Bank ofScotland 10Indian OverseasBank

12Bank ofNovaScotia 11 Oriental Bank ofCommerce 13Development Bank of Singapore(DBSBank

12 Punjab National Bank 14CreacuteditAgricoleCorporate and

Investment Bank

13 Punjab ampSind Bank 15MIZUHOBANKLtd

14 SyndicateBank 4SCHEDULED PRIVATEBANKS

15 Union Bank ofIndia 1Federal BankLtd

16 United Bank ofIndia 2ING VysyaBankLtd

17 UCO Bank 3Axis BankLtd

18 VijayaBank 4ICICIBankLtd

19 Bank ofBaroda 5HDFC BankLtd

6Yes BankLtd

7Kotak MahindraBank

8IndusIndBankLtd

9KarurVysyaBank

10Ratnakar BankLimited

SCHEDULE 3 Power Tariff Schedule

Tariff as quoted by the bidderduring biddingand agreed with Buyer

DISCLAIMER

11 Introduction

12 Background





1

2

31




11 Definitions

12 Interpretation

121 ldquoAgreement shall be construed as including a reference to its Schedules andor Appendices andor Annexures

122 An Article a Recital a Schedulerdquo and a ldquoparagraph clause shall be construed as a reference to an Article a Recital a Schedule and a paragraphclause respectively of this Agreement

123 A ldquocrorerdquo means a reference to ten million (10000000) and a ldquolakhrdquo means a reference to one tenth of a million (100000)

124 An encumbrance shall be construed as a reference to a mortgage charge pledge lien or other encumbrance securing any obligation of any person or any other type of preferential arrangement (including without limitation title transfer and re

125 ldquoIndebtednessrdquo shall be construed so as to include any obligation (whether incurred as principal or surety) for the payment or repayment of money whether present or future actual or contingent

126 A person shall be construed as a reference to any person firm company corporation society trust government state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or mo

127 Rupee Rupeesrdquo ldquoRsrdquo or new rupee symbol ldquo rdquo shall denote Indian Rupees the lawful currency of India

128 The winding-up dissolution insolvency or reorganization of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation i


1210 This Agreement itself or any other agreement or document shall be construed as a reference to this or to such other agreement or document as it may have been or may from time to time be amended varied novated replaced or supplemented

1211 A Law shall be construed as a reference to such Law including its amendments or re- enactments from time to time

1212 A time of day shall save as otherwise provided in any agreement or document be construed as a reference to Indian Standard Time

1213 Different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement they shall be interpreted in a harmonious manner so as to

1214 The tables of contents and any headings or sub-headings in this Agreement have been inserted for ease of reference only and shall not affect the interpretation of this Agreement

1215 All interest if applicable and payable under this Agreement shall accrue from day to day and be calculated on the basis of a year of three hundred and sixty five (365) days

1216 The words ldquohereofrdquo or ldquohereinrdquo if and when used in this Agreement shall mean areference to this Agreement

1217 The terms ldquoincludingrdquo or ldquoincluding without limitationrdquo shall mean that any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided

2

21 Effective Date

211 This Agreement shall come into effect from date of its execution by the Parties and such date shall be referred to as the Effective Date


221 This Agreement subject to Article 24 shall be valid for a term from the Effective Date until the Expiry Date


231 This Agreement shall terminate before the Expiry Date if either Buyer orSUPPLIER terminates the Agreement pursuant to Article 13 of this Agreement

232 The Buyer may exercise any of the following options to offer Contracted Capacity beyond the Term of the Agreement with due notification in writing to the other Party at least one hundred eighty (180) days prior to the Expiry Date

24 Survival

241 The expiry or termination of this Agreement shall not affect any accrued rights obligations and liabilities of the Parties under this Agreement including the right to receive penalty as per the terms of this Agreement nor shall it affect the

3



321 In case of a failure to submit the documents as above Buyer shall encash the Performance Bank Guarantee submitted by the SUPPLIER terminate this Agreement by giving a notice to the SUPPLIERin writing of at least seven (7) days The termination

An extension can however be considered on the sole request of SUPPLIER on payment of Rs 10000- per day per MW of the Contracted Capacity Subsequent to the completion of deadline for achieving fulfilment of conditions subsequent and financial clo

322 [Void]

323 For the avoidance of doubt it is clarified that this Article shall survive the termination of this Agreement

324 In case of inability of the SUPPLIERto fulfil any one or more of the conditions specified in Article 31 due to any Force Majeureevent the time period for fulfilment of the Conditions Subsequent and Financial Closure as mentioned in Article 31

325 Provided that due to the provisions of this Article 324 any increase in the time-period for completion of Conditions Subsequent and Financial Closure as mentioned in Article 31 shall also lead to an equal extension in the Scheduled Commissi


331 The Performance Bank Guarantee having validity of Thirty (30) months from the Effective Date and of Rs20 LakhMW of Contracted Capacity furnished under this Agreement shall be for guaranteeing the commencement of the supply of power up to the C

332 The failure on the part of the Supplier to furnish and maintain the Performance Bank Guarantee shall be a material breach of the term of this Agreement on the part of the Supplier

333 If the Supplierfails to commence supply of power from the Scheduled Commissioning Date specified in this Agreement or any further extension thereof granted by the Buyer subject to Article 45 and Article 46 Buyer shall encash the Performance


341 Subject to Article 33 Buyer shall return release the Performance Bank Guarantee immediately after the successful Commissioning of the Projectafter taking into account any liquidated damages penalties due to delays in commissioning as per p

342 The return release of the Performance Bank Guarantee shall be without prejudice to other rights of the Buyer under this Agreement

4




421 The SUPPLIERshall 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 SUPPLIERrsquos side to enable

422 Penalties fines and charges imposed by the CTU STU under any statute or regulation in relation to delay in commissioning of Project shall be payable by the SUPPLIERto the extent the delay is attributable to the SUPPLIER

423 All costs and charges including but not limited to the transmission ampwheeling charges and losses up to the Delivery Point will be borne by theSUPPLIER


431 Subject to the terms and conditions of this Agreement the SUPPLIERundertakes to sell to Buyer and Buyer undertakes to pay Tariff for all the energy supplied at the Delivery Point as per Article 44 of this Agreement


441 Depending upon the connection to AP-STU network or CTU network following provisions shall be applicable

a) In case the Supplier is connected to the AP-STU network with Contracted Capacity subject to applicable regulations of Appropriate Commission Grid code applicable laws as amended from time to time following provisions shall be applicable

b) In case the Supplier is connected to the CTU or transmission network of any another state subject to applicable regulations of Appropriate Commission Grid code applicable laws as amended from time to time following provisions shall be applicable

442 Any excess generation over and above as per Article 441 may be purchased by the Buyer at free of cost provided the Buyer consents to purchase such power However in case at any point of time the supply is higher than Required Energy and ca

443 In case of part Commissioning of the Project the above limits shall be considered on pro-rata basis till the Commissioning of full Contracted Capacity

444 The above limitsshall be subject to grid evacuation open access non-availability beyond the control of the Supplier (subject to certification from SLDCRLDC) and force majeure The above penalties shall not be applicable under such events


451 In the event that the SUPPLIERis prevented from performing its obligations under Article 41 by the Scheduled Commissioning Date due to

452 In case of extension due to reasons specified in Article 451(b) and (c) and if such Force Majeure Event continues even after a maximum period of nine (9) months any of the Parties may choose to terminate the Agreement as per the provisions o

453 If the Parties have not agreed within thirty (30) days after the affected Partyrsquos performance has ceased to be affected by the relevant circumstance on the time period by which the Scheduled Commissioning Date or the Expiry Date should be defe

454 As a result of such extension the newly determined Scheduled CommissioningDate and newly determined Expiry Date shall be deemed to be the Scheduled Commissioning Date and the Expiry Date for the purposes of this Agreement

455 Notwithstanding anything to the contrary contained in this Agreement any extension of the Scheduled Commissioning Date arising due to any reason envisaged in this Agreement shall not be allowed beyond 45monthsfrom the Effective Date

46 Liquidated Damages not amounting to penalty for delay in commencement of supply of power to Buyer

461 The Project shall be fully commissionedwithin 30 months from the Effective Date In case of failure to achieve this milestone Buyer shall encash thePerformance Bank Guarantee (PBG) in the following manner

462 In case of delay in commissioning of the Project beyond the above mentioned 6 months after SCD the Applicable Tariff for the Project shall be reduced at the rate of 050 paisekWh per day of delay for the delay in such remaining capacity which

463 However if as a consequence of delay in commissioning the Applicable Tariff changes that part of the capacity of the Project for which the commissioning has been delayed shall be paid at the tariff as per Article 92 of this Agreement


471 Prior to synchronization of the Power Project the SUPPLIERshall be required to get the Project certified for the requisite acceptanceperformance test as may be laid down by Central Electricity Authority or an agency identified by the central g


481 The SUPPLIERshall 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 Buyer and a third Party nominated by the Buyer for inspection and verification of t

482 The third party may verify the construction worksoperation of the Power Project being carried out by the SUPPLIERand if it is found that the construction worksoperation of the Power Project is not as per the Prudent Utility Practices it may s


491 The Parties herein agree that during the subsistence of this Agreement subject to Buyer being in compliance of its obligations amp undertakings under this Agreement the SUPPLIERwould have no right to negotiate or enter into any dialogue with any



5


511 The SUPPLIERshall give the concerned RLDCSLDC and Buyer at least sixty (60) days advanced preliminary written notice and at least thirty (30) days advanced final written notice of the date on which it intends to synchronize the Power Project t

512 Subject to Article 511 the Power Project may be synchronized by the SUPPLIERto 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 requiremen

513 The synchronization equipment and all necessary arrangements equipment including RTU for scheduling of power generated from the Project and transmission of data to the concerned authority as per applicable regulation shall be installed by the

514 The SUPPLIERshall immediately after each synchronizationtripping of generator inform the sub-station of the Grid System to which the Power Project is electrically connected in accordance with applicable Grid Code In addition the SUPPLIERwill

515 The SUPPLIERshall commission the Project within thirty (30) Months from the Effective Date The Supplier shall be permitted for full commissioning of the Project even prior to the SCOD subject to availability of transmission connectivity and Lo

6


611 The SUPPLIERshall be required to schedule its power as per the applicable regulations requirements guidelines of CERC APERC SLDC RLDC as the case may be or any other competent agency and same being recognized by the SLDC or any other

612 The Suppliershall be responsible for any deviation from scheduling and for any resultant liabilities on account of charges for deviation as per applicable regulations UI charges on this account shall be directly paid by the SUPPLIER


7

71 Meters

711 For installation of Meters Meter testing Meter calibration and Meter reading and all matters incidental thereto the SUPPLIERand Buyer shall follow and be bound by the Central Electricity Authority (Installation and Operation of Meters) Regu

712 The SUPPLIERshall bear all costs pertaining to installation testing calibration maintenance renewal and repair of meters at the SUPPLIERrsquos side of Interconnection Point andor Delivery Point

713 In addition to ensuring compliance of the applicable codes the SUPPLIERshall install Main amp Check meters at the Delivery Point along with Stand-by meter(s) as per the applicable regulations of the State where the Project is located


721 The Suppliershall install necessary equipment for regular monitoring of ambient air temperature wind speed and other weather and plant operating parameters and simultaneously for monitoring of the electric power generated from the Project

722 Online arrangement would have to be made by the SUPPLIER for submission of above data regularly for the entire period of this Power Purchase Agreement to the Buyer

723 Reports on above parameters on monthly basis shall be submitted by the Supplier to the Buyer for entire period of PPA

8

81 Insurance

811 The Suppliershall effect and maintain or cause to be effected and maintained at its own cost and expense throughout the Term of PPA Insurances against all the industrial risks with such deductibles and with such endorsements and co-insured(s


821 In case of the Project not being implemented through Financing Agreement(s) save as expressly provided in this Agreement or the Insurances the proceeds of any insurance claim made due to loss or damage to the Power Project or any part of the P

822 In case of the Project being financed through Financing Agreement(s) save as expressly provided in this Agreement or the Insurances the proceeds of any insurance claim made due to loss or damage to the Power Project or any part of the Power Pr

823 If a Force Majeure Event renders the Power Project no longer economically and technically viable and the insurers under the Insurances make payment on a ldquototal lossrdquo or equivalent basis Buyer shall have no claim on such proceeds of such Insuran


831 Notwithstanding any liability or obligation that may arise under this Agreement any loss damage liability payment obligation or expense which is insured or not or for which the SUPPLIERcan claim compensation under any Insurance shall not b

9

91 The SUPPLIERshall be entitled to receive Tariff arrived after the bidding process and shall be the Tariff mentioned in Schedule 3 at theDelivery Point for corresponding year of the Term of this Agreement for the power sold by the SUPPLIERto the B

92 Provided further that in case the commissioning of the project is delayed over six (6) months beyond the Scheduled Commissioning Date subject to Article 4 the Applicable Tariff shall be reduced at the rate of 050 paisekWh for each day of delay

93 Provided further that the RPO benefit shall be claimed by the Buyer and the Supplier shall not be eligible for claiming REC For the Buyer to claim the RPO benefit Supplier shall provide monthly break-up of renewable energy (Solar and Non-Solar s

94 Any energy produced and flowing into the grid before COD early Commissioned date shall not be at the cost of Buyer unless mutually agreed

10

101 General

1011 From the commencement of supply of power Buyer shall pay to the SUPPLIERthe monthly Tariff Payments on or before the Due Date in accordance with Article 9 All Tariff Payments by Buyer shall be in Indian Rupees


1021 The SUPPLIERshall issue to Buyer a signed Monthly Bill for the immediately precedingMonth after issuance of REAJMR of the applicable MonthEach Monthly Bill shall include all charges as per this Agreement for the energy supplied for the releva


1031 Buyer shall pay the amount payable under the Monthly BillSupplementary Bill by the Due Date to such account of the SUPPLIER as shall have been previously notified by the SUPPLIERin accordance with Article 1032 (iii) below

1032 All payments required to be made under this Agreement shall also include any deduction or set off for


1034 Rebate


1041 The Buyer shall provide to the SUPPLIER in respect of payment of its Monthly Bills andor Supplementary Bills a monthly unconditional revolving and irrevocable letter of credit (ldquoLetter of Creditrdquo) opened and maintained which may be drawn u

1042 Subject to Article 1041 not later than one (1) Month before the start of supply Buyer through a scheduled bank open a Letter of Credit in favour of the SUPPLIER to be made operative from a date prior to the Due Date of its first Monthly Bi

1043 Provided that the SUPPLIERshall not draw upon such Letter of Credit prior to the Due Date of the relevant Monthly Bill andor Supplementary Bill and shall not make more than one drawal in a Month

1044 Provided further that if at any time such Letter of Credit amount falls short of the amount specified in Article 1042 due to any reason whatsoever Buyer shall restore such shortfall within fifteen (15) days

1045 Buyer shall cause the scheduled bank issuing the Letter of Credit to intimate theSUPPLIER in writing regarding establishing of such irrevocable Letter of Credit



1048 If Buyer fails to pay a Monthly Bill or part thereof within and including the Due Date then subject to Article 1046 amp 1052 the SUPPLIERmay draw upon theLetter of Credit and accordingly the bank shall pay without any reference or instruc

105 Disputed Bill

1051 If the Buyer does not dispute a Monthly Bill or a Supplementary Bill raised by theSupplierwithin fifteen (15) days of receiving such Bill shall be taken as conclusive

1052 If the Buyer disputes the amount payable under a Monthly Bill or a Supplementary Bill as the case may be it shall pay 50 of the invoice amount and it shall within fifteen (15) days of receiving such Bill issue a notice(the Bill Dispute Not

1053 If the Supplieragrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 1052 the Suppliershall revise such Bill and present along with the next Monthly Bill In case excess amount shall be refunded along with interest

1054 If the Supplierdoes not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 1052 it shall within fifteen (15) days of receiving the Bill Dispute Notice furnish a notice (Bill Disagreement Notice) to the Buyer pr

1055 Upon receipt of the Bill Disagreement Notice by the Buyer under Article 1054 authorized representative(s) or a director of the board of directors member of board of the Buyer and Suppliershall meet and make best endeavours to amicably resol

1056 If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of Bill Disagreement Notice pursuant to Article 1054 the matter shall be referred to Dispute resolution in accordance with Article 16


1061 The Parties acknowledge that all payments made against Monthly Bills and Supplementary Bills shall be subject to quarterly reconciliation within 30 days of the end of the quarter at the beginning of the following quarter of each year

1062 The Parties therefore agree that as soon as all such data in respect of any quarter of a Contract Year or a full Contract Year as the case may be has been finally verified and adjusted the Supplierand Buyer shall jointly sign such reconcilia



1072 Buyer shall remit all amounts due under a Supplementary Bill raised by the Supplierto the Supplierrsquos Designated Account by the Due Date except open access charges RLDC or scheduling charges and transmission charges (if applicable) For Supple

1073 In the event of delay in payment of a Supplementary Bill by either Party beyond its Due Date a Late Payment Surcharge shall be payable at the same terms applicable to the Monthly Bill in Article 1033

11

111 Definitions


112 Affected Party

1121 An affected Party means Buyer or the Supplierwhose performance has been affected by anevent of Force Majeure

113 Force Majeure

1131 A lsquoForce Majeurersquo means any event or circumstance or combination of events those stated below that wholly or partly prevents or unavoidably delays an Affected Party in the performance of its obligations under this Agreement but only if and to


1141 Force Majeure shall not include (i) any event or circumstance which is within the reasonable control and foreseeable knowledge of the Parties and (ii) the following conditions


1151 The Affected Party shall give notice to the other Party of any event of Force Majeure as soon as reasonably practicable but not later than fifteen (15) days after the date on which such Party knew or should reasonably have known of the commenc

1152 Provided that such notice shall be a pre-condition to the Affected Partyrsquos entitlement to claim relief under this Agreement Such notice shall include full particulars of the event of Force Majeure its effects on the Party claimingrelief and t

1153 The Affected Party shall give notice to the other Party of (i) the cessation of the relevant event of Force Majeure and (ii) the cessation of the effects of such event of Force Majeure on the performance of its rights or obligations under this


1161 To the extent not prevented by a Force Majeure Event pursuant to Article 113 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 o



12

121 Definitions

1211 Change in Law means the occurrence of any of the following events after the Bid Deadline (as defined in the RFS) resulting into any additional recurring non- recurring expenditure by the Supplieror any income to the Supplier


1221 The aggrieved Party shall be required to approach the Appropriate Commission for seeking approval of Change in Law

1222 The decision of the Appropriate Commission to acknowledge a Change in Law and the date from which it will become effective and provide relief for the same shall be final and governing on both the Parties

13


1311 The occurrence and continuation of any of the following events unless any such event occurs as a result of a Force Majeure Event or a breach by Buyer of its obligations under this Agreement shall constitute a SUPPLIEREvent of Default


1321 The occurrence and the continuation of any of the following events unless any such event occurs as a result of a Force Majeure Event or a breach by the SUPPLIERof its obligations under this Agreement shall constitute the Event of Default on t


1331 Upon the occurrence and continuation of any SupplierEvent of Default under Article131 Buyer shall have the right to deliver to the SUPPLIERa notice stating its intention to terminate this Agreement (Buyer Preliminary Default Notice) which sh

1332 Following the issue of a Buyer Preliminary Default Notice the Consultation Period of ninety (90) days or such longer period as the Parties may agree shall apply and it shall be the responsibility of the Parties to discuss as to what steps sha

1333 During the Consultation Period the Parties shall continue to perform their respective obligations under this Agreement

1334 Within a period of seven (7) days following the expiry of the ConsultationPeriod unless the Parties shall have otherwise agreed to the contrary or the SUPPLIEREvent of Default giving rise to the Consultation Period shall have ceased to exist or

1335 Subject to the terms of this Agreement upon occurrence of a Supplier Event of Default under this Agreement the lenders in concurrence with the Buyer may exercise their rights if any under Financing Agreements to seek substitution of the S

Provided further that in the event of Buyer deciding not to acquire the Project the Supplier shall pay to the Buyer by way of Termination Payment an amount equal to Tariff Payment that would have been due and payable by Buyer based on supply of con

1336 The lenders in concurrence with the Buyer may seek to exercise right of substitution under Article 1333 by an amendment or novation of the PPA in favour of the selectee The Supplier shall cooperate with the Buyer to carry out such substitut


1341 Upon the occurrence and continuation of any Buyer Event of Default specified in Article 132 the SUPPLIERshall have the right to deliver to Buyer a SUPPLIERPreliminary Default Notice which notice shall specify in reasonable detail the circu

1342 Following the issue of a SUPPLIERPreliminary Default Notice the Consultation Period of ninety (90) days or such longer period as the Parties may agree shall apply and it shall be the responsibility of the Parties to discuss as to what steps s


1344 After a period of two hundred ten (210) days following the expiry of the Consultation Period and unless the Parties shall have otherwise agreed to the contrary or Buyer Event of Default giving rise to the Consultation Period shall have ceased t

Provided further that at the end of three (3) months period from the period mentioned in this Article 1344 this Agreement may be terminated by the HPD In the event of termination of PPA any damages or charges payable to the STU CTU


1351 If the Force Majeure Event or its effects continue to be present beyond a period of twelve (12) months either Party shall have the right to cause termination of the Agreement In such an event this Agreement shall terminate on the date of such

136 Not Used


1371 The Parties acknowledge that a breach of the obligations contained herein would result in injuries The parties hereby also agree that this PPA is specifically enforceable at the instance of either Party

1372 Subject to Applicable Law and as granted by the court of appropriate jurisdiction Parties acknowledge that either party shall be entitled to seek specific performance of this Agreement in the event of a breach of the obligations or the terms a

1373 Further Parties hereby agree that nothing mentioned herein under this Agreement shall be taken to mean or construe that any penalty or damages shall be adequate compensation for the breach of the obligations or the terms amp conditions contained

14

141 Indemnity






1431 Where an Indemnified Party is entitled to Indemnifiable Losses from the Indemnifying Party pursuant to Article 1411(b) or 1412(b) the Indemnified Party shall promptly notify the Indemnifying Party of theIndemnifiable Losses actua


1441 Except as expressly provided in this Agreement neither the SUPPLIERnor Buyer nor its their respective officers directors agents employees or affiliates (or their officers directors agents or employees) shall be liable or responsible to

1442 Buyer shall have no recourse against any officer director or shareholder of the SUPPLIERor any Affiliate of the SUPPLIERor any of its officers directors or shareholders for such claims excluded under this Article The SUPPLIERshall have no re


1451 The Parties shall endeavour to take all reasonable steps so as mitigate any loss or damage which has occurred under this Article 14

15

151 Assignments


1521 SUPPLIERshall not create or permit to subsist any encumbrance over all or any of its rights and benefits under this Agreement other than as set forth in Article 151 Howeverthe SUPPLIERmay create any encumbrance over all or part of the recei

16

161 Governing Law

1611 This Agreement shall be governed by and construed in accordance with the Laws of India Any legal proceedings in respect of any matters claims or disputes under this Agreement shall be under the jurisdiction of appropriate courts in Andhra Pra







1641 Notwithstanding the existence of any Dispute and difference referred to the Appropriate Commission or the Arbitration Tribunal as provided in Article 163 and save as the Appropriate Commission or the Arbitration Tribunal may otherwi

17

171 Amendment

1711 This Agreement may only be amended or supplemented by a written agreement between the Parties


1721 This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns and shall not be construed as creating any duty standard of care or any liability to any person not a party to this Agreement

173 Waiver

1731 No waiver by either Party of any default or breach by the other Party in the performance of any of the provisions of this Agreement shall be effective unless in writing duly executed by an authorised representative of such Party

1732 Neither the failure by either Party to insist on any occasion upon the performance of the terms conditions and provisions of this Agreement nor time or other indulgence granted by one Party to the other Parties shall act as a waiver of such br

174 Confidentiality

1741 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


175 Severability

1751 The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainderof this Agreement unless the part held invalid or unenforceable is fundamental to t

176 Notices

1761 All notices or other communications which are required to be given under this Agreement shall be in writing and in the English language

1762 If to the Supplier all notices or other communications which are required must be delivered personally or by registered post or facsimile or any other method duly acknowledged to the addresses below

1763 If to Buyer all notices or communications must be delivered personally or by registered post or facsimile or any other mode duly acknowledged to the address(es) below

1764 All notices or communications given by facsimile shall be confirmed by sending a copy of the same via post office in an envelope properly addressed to the appropriate Party for delivery by registered mail All notices shall be deemed validly de

1765 Any Party may by notice of at least fifteen (15) days to the other Party change the address andor addresses to which such notices and communications to it are to be delivered or mailed

177 Language

1771 All agreements correspondence and communications between the Parties relating to this Agreement and all other documentation to be prepared and supplied under the Agreement shall be written in English and the Agreement shall be construed and i

1772 If any of the agreements correspondence communications or documents are prepared in any language other than English the English translation of such agreements correspondence communications or documents shall prevail in matters of interpret


1781 Parties expressly agree and acknowledge that none of the shareholders of the Parties hereto shall be liable to the other Parties for any of the contractual obligations of the concerned Party under this Agreement Further the financial liabilit


1791 The SUPPLIERshall bear and promptly pay all statutory taxes duties levies and cess assessed levied on the Suppler contractors or their employees that are required to be paid by the Supplieras per the Law in relation to the execution of the

1792 Buyer shall be indemnified and held harmless by the Supplieragainst any claims that may be made against Buyer in relation to the matters set out in Article 1791

1793 Buyer shall not be liable for any payment of taxes duties levies cess whatsoever for discharging any obligation of the Supplierby Buyer on behalf of Supplier


17101 TheSUPPLIERshall be an independent entity performing its obligations pursuant to theAgreement

17102 Subject to the provisions of the Agreement the SUPPLIERshall be solely responsible for the manner in which its obligations under this Agreement are to be performed All employees and representatives of the SUPPLIERor contractors engaged by t


