TDMW

Request for Proposal (RfP)
For
Procurement of 1000 MW Power
From
Grid Connect Solar PV Power Projects
Through
Tariff Based Competitive Bidding Process
RfP No: 01/UPNEDA/GRID Connect/RfP/2018
Dated:05.01.2018
Issued By:
Uttar Pradesh New and Renewable Energy Development Agency, (UPNEDA)

(Dept. of Additional Sources of Energy, Govt. of U.P.)
Vibhuti Khand, Gomti Nagar, Lucknow-226010
Tel.No. 0522-2720652, TeleFax: 0522-2720779, 2720829
Website:www.upneda.org.in E-Mail: [email protected]
January 2018
1
RFP Notice
Uttar Pradesh New and Renewable Energy Development Agency, (UPNEDA)

(Deptt. of Additional Sources of Energy, Govt. of U.P.)
Vibhuti Khand, Gomti Nagar, Lucknow U P
Tel.No. 91-0522-2720652, TeleFax: 0522-2720779, 2720829
Website:www.upneda.org.in E-Mail: [email protected]
UPNEDA invites Online Bids (e-tenders) from interested Bidders for procurement of Power from
Grid connected Solar PV Power Projects through Tariff based competitive Bidding Process for total
1000 MW on the basis of International competitive Bidding Process in accordance with Ministry of
Power “Tariff based bidding Guidelines for solar PV Power Projects” as per the details given in RFP
document
The RFP document is available at e-Procurement website http://etender.up.nic.in and UP Electronics
Corporation’s website www.uplc.in from 08-1-2018. Interested bidders may view, download the e-
tender document, seek clarification and submit their e-tender online up to the date and time mentioned in
the table below:
RFP No 01 /UPNEDA/Grid connect/RfP/2018, dated:
05. 1.2018
Fee of RFP Document Rs 23600/ (inclusive of taxes)
Earnest Money Rs 10.6004 lakh /MW
Processing fees (Non Refundable) Rs 5.0 Lakh
(a) Availability of RFP document on website 08.1.2018 at e-Procurement web site
http://etender.up.nic.in and
(b) Pre Bid Conference 18.1.2018 at 11.30 a.m
(c) e-tender submission end date & Time 06-2-2018 up to 06.55 PM
(d) Online technical e-tender opening date & time 07-2-2018 at 12.30 PM
(e) Online financial e-tender opening date & time 28.2.2018 at 1.00 PM
(Only of technically qualified bidders)
(f) Venue of opening of technical & financial e- UPNEDA Head Office, Vibhuti Khand,
tenders Gomti Nagar, Lucknow-226010
The companies/firms who are registered at e-Procurement portal for e-tendering with U.P. Electronics
Corporation Ltd. (UPLC), 10, Ashok Marg, Lucknow (UP) would only be eligible for participating in
this e-tender. All companies/firms who have not registered themselves with UPLC for e-tendering till
date can get their registration done. The companies/firms may contact U.P. Electronics Corporation
Ltd. (UPLC), 10, Ashok Marg, Lucknow (UP) for their Registration. The bidders need to submit the
proof/cost of e-tender document fees, Processing fees and EMD as stated in the above table through
Demand Draft as bid documents fees, Processing fees and bank guarantee as EMD in favour of
Director Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA), payable at
LUCKNOW. The scanned copy of the Demand Drafts and Bank guarantee must be enclosed along
with the e-tenders. The original Demand Drafts and bank guarantee along with the hard copy of the
blank document with enclosures duly signed by bidders must reach the office of UPNEDA at Vibhuti
Khand, Gomti Nagar Lucknow before opening date and time of technical e-tender failing which,
tender shall not be considered. Director, Uttar Pradesh New and Renewable Energy Development
Agency, (UPNEDA) reserves the right to reject any or all tenders without assigning any reason
thereof. The decision of Director UPNEDA will be final and binding.
Director
UPNEDA
2
DISCLAIMER
1. This Request for Proposal (RfP) document is not an agreement or offer by the
UPNEDA to the prospective Bidders or any other party. The purpose of this RfP is to provide
interested parties with information to assist the formulation of their Bid. This RfP is based on
material and information available in public domain.
2. This RfP, along with its Formats, is not transferable.
3. While this RfP has been prepared in good faith, neither UPNEDA nor its employees make any
representation or warranty express or implied as to the accuracy, reliability or completeness of
the information contained in this RfP.
4. Neither UPNEDA Representative, nor its employees will have any liability to any Bidder or any
other person under the law of contract, tort, the principles of restitution or unjust enrichment or
otherwise for any loss, expense or damage which may arise from or be incurred or suffered in
connection with anything contained in this RfP, any matter deemed to form part of this RfP, the
award for supply of power, the information supplied by or on behalf of UPNEDA or its employees,
any consultants or otherwise arising in any way from the selection process for the said supply of
power
5 This RFP is not an agreement and is neither an offer nor invitation by UPNEDA to the
prospective Bidders or any other person. The purpose of this RFP is to provide interested
parties with information that may be useful to them in the formulation of their Offers pursuant to
this RFP. This RFP may not be appropriate for all persons, and it is not possible for
UPNEDA, its employees or advisers to consider the objectives, technical expertise and
particular needs of each party who reads or uses this RFP. The assumptions, assessments,
Statements and information contained in this RFP, may not be complete, accurate, adequate or
correct. Each Bidder should, therefore, conduct its own investigations and analysis and should
check the accuracy, adequacy, correctness, reliability and completeness of the assumptions,
assessments and information contained in this RFP and obtain independent advice from
appropriate sources.
4. UPNEDA also accepts no liability of any nature whether resulting from negligence or otherwise
however caused arising from reliance of any Bidder upon the Statements contained in this RFP.
UPNEDA may in its absolute discretion, but without being under any obligation to do so, update,
amend or supplement the information, assessment or assumption contained in this RFP.
5. The Bidder shall bear all its costs associated with or relating to the preparation and submission
of its Offer including but not limited to preparation, copying, postage, delivery fees,
expenses associated with any demonstrations which may be required by UPNEDA or any other
costs incurred in connection with or relating to its Offer. All such costs and expenses will remain
with the Bidder and UPNEDA shall not be liable in any manner whatsoever for the same or for
any other costs or other expenses incurred by an Bidder in preparation for submission of the
Offer, regardless of the conduct or outcome of the Selection Process.
3
INDEX
RfP Notice 2
List of Annexure 6
DEFINITIONS .......................................................................................................................................................... 8
SECTION 1: INTRODUCTION 14
1.1. Objective ..................................................................................................................................................... 14
1.2. Tariff ........................................................................................................................................................... 14
1.3. Correspondence for enquiries and clarifications ......................................................................................... 14
SECTION 2: INFORMATION AND INSTRUCTION TO BIDDERS 16
2.1. Total Capacity Offered ................................................................................................................................ 16
2.2. RfP document for Solar PV Power Projects ................................................................................................ 16
2.3. Capacity of each Project ............................................................................................................................. 16
2.4. Minimum CUF Limits ................................................................................................................................ 16
2.5. Supply of Power to Procurer ....................................................................................................................... 16
2.6. Tariff for Supply of Power .......................................................................................................................... 16
2.7. Grid Connectivity ........................................................................................................................................ 17
2.8. Procurement of RfP Document, Processing Fees ........................................................................................ 18
2.9. Number of Response to RfP by a Company................................................................................................ 18
2.10. Qualification Requirements ........................................................................................................................ 18
2.10.1. Financial Criteria............................................................................................................................. 19
2.10.3 Consents, Clearances and Permits ............................................................................................. 22
2.11. Submission of Bid by the Bidder ................................................................................................................ 24
2.11.1. Bid Formats / Documentary Evidence ......................................................................................... 24
2.11.2. Bid submitted by a Bidding Consortium ...................................................................................... 24
2.12. Point of contact in case of Bidding Consortium.......................................................................................... 25
2.13. Bid submitted by a Bidding Company ........................................................................................................ 25
2.14. Clarifications and Pre-bid Meeting ............................................................................................................. 25
2.15. RfP Document and attachments .................................................................................................................. 26
2.16. Incorporation of a Project Company ........................................................................................................... 26
2.17. Cancellation of the Letter of Intent ............................................................................................................. 27
2.18. Earnest Money Deposit (EMD) .................................................................................................................. 27
2.19. Performance Bank Guarantee (PBG) ......................................................................................................... 28
2.20. Bank Guarantees ......................................................................................................................................... 28
2.21. Amendment of RFP .................................................................................................................................... 29
2.22. Bidding Process .......................................................................................................................................... 29
2.23. The Bidder should note that ........................................................................................................................ 32
2.24. Bidder to inform itself fully ........................................................................................................................ 33
2.25. Minimum Equity holding/Equity Lock-In .................................................................................................. 34
2.27 Financial Closure ........................................................................................................................................ 36
2.28 Commissioning / Schedule Delivery Date .................................................................................................. 37
2.29 Delay in Commissioning of Power Plant .................................................................................................... 37
2.30 Validity of the Bid....................................................................................................................................... 39
2.31 Method of Submission ................................................................................................................................ 39
2.32 Preparation Cost .......................................................................................................................................... 40
2.33 Opening of Bids .......................................................................................................................................... 40
2.34 Right to withdraw the RfP and to reject any Bid ........................................................................................ 40
2.35 Confidentiality ............................................................................................................................................ 40
SECTION 3: EVALUATION CRITERIA 42
3.1 Bid Evaluation ............................................................................................................................................ 42
SECTION 4: FORMATS FOR BID SUBMISSION 46
Format 4.2: Power of Attorney ............................................................................................................................... 50
Format 4.3: Consortium Agreement ........................................................................................................................ 52
Format 4.4 (A): Qualification Requirement –Financial .......................................................................................... 57
Format 4.4 (B): Qualification Requirement – Technical ......................................................................................... 60
Format 4.4 (C): Qualification Requirement – Consents, Clearances and Permits ................................................... 62
Format 4.5: Board Resolution ................................................................................................................................. 64
Format 4.6: EMD .................................................................................................................................................... 66
Format 4.7: Disclosure ............................................................................................................................................ 69
Format 4.8: Performance Bank Guarantee .............................................................................................................. 70
Annexure A 73
Format 4.9: Formats for RFP Documents ............................................................................................................... 77
4
List of Annexure
(The following information/documents are to be annexed and flagged by the Bidders along with the BID)
S.No Annexure No Particulars Yes/No Flag No
1 Annexure-I (a) Cost of RFP Document (Rs 23600)
2 Annexure-I (b) Processing Fees (Rs 5.0 lakhs) (Nonrefundable )
3 Annexure-II EMD in the form of Bank Guarantee of Rs10.6004 lakhs

per MW.
4 Annexure -III Certificate of Incorporation
5 Annexure-IV Covering letter format 4.1
6 Annexure-V Power of Attorney in favour of the Lead Member issued

by the other Members of the Consortium in original as per
Format 4.2.
7 Annexure-VI In case of consortium, Consortium Agreement along

with board resolution from each Member of the
Consortium for participating in consortium; Format 4.3
8 Annexure-VII Format for Qualification Requirement Financial

Networth as per Format 4.4 A,
9 Annexure-VIII Details of computation of Networth duly certified by

Statutory Auditor.
10 Annexure-IX Qualification Requirement Technical- Format 4.4. -B
11 Annexure-X Consents, clearances and Permits- Format 4.4.C
12 Annexure-XI Board Resolutions -Format 4.5 as applicable
13 Annexure-XII Disclosure statement regarding participation of any

related companies in this bidding process; Format 4.7
14 Annexure-XIII Power of Attorney of the Bidder, for the person

representing his Company/Firm/ Corporation, that he is
authorized to discuss and with specific mention of this e-
tender
15 Annexure-XIV Proof of Location identified 100%
16 Annexure-XV A letter from State Transmission Utility (STU)/Central

Transmission Utility (CTU) confirming technical feasibility
of connectivity of the plant to STU/CTU substation
* Please flag the annexure and write flag number in the box.
Note:- RFP received without supporting documents for the various requirements mentioned in the RFP document
may be rejected.
(Signature of Bidder)
With Seal
5
Particulars of RFP
1. e-tender no. 01/UPNEDA/Grid connect/RfP/2018
2. Particulars of the work Procurement of 1000 MW Power From Grid

Connect Solar PV Power Projects Through Tariff
Based Competitive Bidding Process
4. Last date and time of 6. 2.2018 upto 6.55 PM

uploading of e-RFP on NIC website
6. Date and Time of opening of e-tender 7.2.2018 at 12.30 PM
(Technical bid.)
7. Date and Time of opening of e-tender 28-2-2018 at 1.00 PM
(Financial bid.)
8 Place of opening of e-tender UPNEDA, Head Office,VibhutiKhand,
Gomti Nagar, Lucknow,Uttar Pradesh.
1. Bidders are advised to study the RFP Document carefully. Submission of e-tender against this RFP
document shall be deemed to have been done after careful study and examination of the procedures, terms
and conditions of the RFP Document with full understanding of its implications.
2. The e-tender prepared in accordance with the procedures enumerated in ITB Clause 15 of Section-I
should be submitted through e-Procurement website http://etender.up.nic.in.
3. The e-tenders will be electronically opened in the presence of bidder’s representatives, who choose to
attend at the venue, date and time mentioned in the above table. An authority letter of bidder’s representative
will be required to be produced.
4. In the event of date specified for e-tenders opening being declared a holiday for UPNEDA’s office then the
due date for opening of e-tenders shall be the following working day at the appointed time and place.
5. All the required documents including Price Schedule/BOQ should be uploaded by the e-tenderer
electronically in the PDF/XLS format. The required electronic documents for each document label of
Technical (Fee details, Qualification details, e-tender Form and Technical Specification details)
schedules/packets can be clubbed together to make single different files for each label. All the enclosures
should be scanned and uploaded with bid.
6. The companies/firms who are registered at e-Procurement portal for e-tendering with U.P. Electronics
Corporation Ltd. (UPLC), 10, Ashok Marg, Lucknow (UP) would only be eligible for participating in this
e-RFP. All companies/firms who have not registered themselves with UPLC for e-tendering till date can
get their registration done. The companies/firms may contact the UPLC officials on phone numbers 0522-
2286809, 0522-2288750 (O) 0522-4130303 (Extn: 303, 304 & 307), for their Registration/Digital Signature
Certificate related queries.
With Seal
6
Request for Proposal for Procurement of 1000 MW Power from Grid Connect Solar Power Projects
Definitions
7
DEFINITIONS
Any capitalized term, used but not defined in this RfP, shall have the meaning ascribed to such
term in the RfP Documents, or the Bidding Guidelines, in that order. In absence of availability of
definitions in the foregoing references, the capitalized terms shall be interpreted in accordance
with the Electricity Act 2003, the CERC (Terms and Conditions for Tariff determination from
Renewable Energy Sources) Regulations, 2012, Grid Code or any other relevant electricity law,
rule or regulation prevalent in India, as amended or re-enacted from time to time, in that order.
The following terms are defined for use in this RfP:
“Affiliate” shall mean a company that either directly or indirectly

i) controls, or
ii) is controlled by, or
is under common control with, a Company developing a Project or a Member in a Consortium
developing the Project and control means ownership ,directly or indirectly ,of more than 50 % of
the voting shares of such company or right to appoint majority Directors..
“Appropriate Commission” shall mean the CERC, or the UPERC or the Joint Commission
referred to in Section 83 of the Electricity Act 2003, as the case may be;
“Average Pooled Purchased Cost (APPC)” shall mean the weighted average price at which
an electricity distribution company buys power from various sources.
“Bid” shall mean the Non-Financial Bid and the Financial Bid submitted by the Bidder, in
response to this RfP, in accordance with the terms and conditions hereof.
“Bidder” shall mean Bidding Company or a Bidding Consortium submitting the Bid. Any
reference to the Bidder includes Bidding Company / Bidding Consortium/ Consortium, Member
of a Bidding Consortium including its successors, executors and permitted assigns and Lead
Member of the Bidding Consortium jointly and severally, as the context may require”;
“Bidding Company” shall refer to such single company that has submitted the Bid in
accordance with the provisions of this RfP;
“Bidding Consortium” or “Consortium” shall refer to a group of companies that has

collectively submitted the Bid in accordance with the provisions of this RfP;
“EMD” shall mean the unconditional and irrevocable bank guarantee to be submitted along with
the Bid by the Bidder under Clause 2.18 of this RfP, as per the prescribed Format 4.6;
“Bid Deadline” shall mean the last date and time for submission of Bid in response to this RfP
as specified in Clause 2.26 of this RfP;
8
“Capacity Utilization Factor” or “CUF” means the percentage of power generated and
measured at the Metering Point divided by the installed capacity multiplied by the number of
hours (8760 Hours) in a calendar year shall have the same meaning as provided in CERC
(Terms and Conditions for Tariff determination from Renewable Energy Sources) Regulations,
2017 as amended from time to time;
“CERC” shall mean the Central Electricity Regulatory Commission of India constituted under
sub – section (1) of Section-76 of the Electricity Act, 2003 or its successors;
“Conflict of Interest” A Bidder may be considered to be in a Conflict of Interest with one or

more Bidders in the same bidding process under this RFP if they have a relationship with each
other, directly or indirectly through a common company, that puts them in a position to have
access to information about or influence the Bid of another Bidder;
“Consents, Clearances and Permits” shall mean all authorizations, licenses, approvals,
registrations, permits, waivers, privileges, acknowledgements, agreements, or concessions
required to be obtained from or provided by any concerned authority for the purpose of setting
up of the generation facilities and/or supply of power;
“Performance Bank Guarantee (PBG)” shall have the meaning as per Clause 2.19 of this
RfP;
“Contract Year” shall mean the period beginning on the Scheduled Delivery Date and ending
on the immediately succeeding March 31 and thereafter each period of 12 months beginning on
April 1 and ending on March 31 provided that the last Contract Year shall end on the last day of
the term of the PPA;
“CTU” or “Central Transmission Utility” shall mean the utility notified by the Central
Government under Section-38 of the Electricity Act 2003;
“Delivery Point” shall be the same as injection point
“Effective Date” shall mean the date from which the PPA becomes effective;
“Electricity Act 2003” shall mean the Electricity Act, 2003 and any rules, amendments,
regulation, notifications, guidelines or policies issued there under from time to time.
“Feed in Substation” shall be the substation of Transco / Discom.
“Financial Bid” shall mean the price schedule B containing the Bidder’s Quoted Tariff of this
RFP;
“Grid Code” / “IEGC” or “State Grid Code” shall mean the Grid Code specified by the
Central Commission under clause (h) of sub-section (1) of Section 79 of the Electricity Act
9
and/or the State Grid Code as specified by the concerned State Commission referred under
clause (h) of sub-section (1) of Section 86 of the Electricity Act, as applicable;
“Injection Point” Is the point located at the low voltage Bus bar of substation of Transco /
Discom, the injection point shall also be the Delivery point or the metering point for estimation of
energy generation, shall also mean “Point of Connectivity
“Interconnection Point” shall mean the point where the power from the transmission line
reaches to the switchyard bus of Transco / Discom at the Injection Point, the interconnection
point shall be located in the periphery of Transco / Discom substation.
“Law” shall have the same meaning as ascribed thereto in the PPA;
“Lead Member of the Bidding Consortium” or “Lead Member” shall mean the Member
which commits at least 51% equity stake in the Project Company and so designated by other
Member(s) of the Bidding Consortium in accordance with the Consortium Agreement specified
in Format 4.3 of this RfP;
“Letter of Intent” or “LOI” shall mean the letter to be issued by the Procurer/ Authorized
Representative to the Successful Bidder(s) for supply of power pursuant to Clause 3.1.4 of the
RFP;
“Member of a Bidding Consortium” or “Member” or “Consortium Member” shall mean

each company in the Bidding Consortium which has executed the Consortium Agreement as
provided in Format 4.3 of this RfP;
“Minimum Bid Capacity” shall mean the minimum capacity in MW specified by UPNEDA in
Clause 2.3, for which the Bidder is required to submit its Bid;
“Non-Financial Bid” shall mean Technical Bid containing the documents as specified in
Clause 2.22.1 of the RfP;
“Parent Company” shall mean a company that holds at least twenty six percent (26%) of the
paid - up equity capital directly in the Bidding Company or in the Member of a Bidding
Consortium, as the case may be;
“PPA” shall mean the agreement to be entered into between the Procurer(s) and the Seller
pursuant to which the Seller shall supply power to the Procurer(s) as per the terms and
conditions specified therein and a draft of which is attached hereto and marked as Enclosure 1
of Format 4.10 of this RfP, including all its schedules, annexures, and all amendments or
modifications;
“Procurer(s)” shall mean Uttar Pradesh Power Corporation Ltd. (UPPCL), Lucknow – a
Company incorporated in India and registered under the Companies Act, 1956.
10
“Project Company” shall mean the company, incorporated by the Bidder as per Indian laws, in
n accordance with Clause 2.16;
“Qualification Requirements” shall mean the qualification requirements as set forth in Clause
2.10 of this RfP;
“Qualified Bidder(s)” shall mean the Bidder(s) who, after evaluation of their Non-Financial Bid
(Technical-Bid) as per Clauses 3.1.1 and 3.1.2, stand qualified for opening and evaluation of
their Financial Bid;
“Quoted Tariff” shall mean the Quoted Energy Charges, as applicable, quoted by the Bidder
as per the prescribed price Schedule Part -B and shall be construed to be at the
Interconnection Point as mentioned in its Bid;
“Requisitioned Capacity” means the total aggregate power of 1000 MW proposed to be

contracted by the Procurer(s) with the Successful Bidder(s) through this bidding process for
supply at the Delivery Point for the term of the PPA as per the terms and conditions specified
therein;
“RfP” shall mean this Request for Proposal dated 5th January 2018 along with all formats and
RfP Documents attached hereto and shall include any modifications, amendments alterations or
clarifications thereto;
“RfP Documents” shall mean the following documents to be entered into by the parties to the
respective agreements in connection with the supply of power:
a) PPA;
b) All formats which form part of RfP; and
c) Any other agreements designated as such, from time to time by the
Procurer/Authorized Representative.
“Scheduled Delivery Date” shall mean the Date on which the Seller is required to start
delivering the power at the Delivery Point as per the terms and conditions of the PPA;
“Seller” shall mean the Successful Bidder/or the Project Company, as the case may be who
submit the Performance Bank Guarantee and executes the PPA and other RfP Documents
with UPNEDA and who shall be responsible for supplying power to the Procurer(s) at the
Delivery Point for the term of the PPA as per the terms and conditions specified therein;
“SERC” shall mean the State Electricity Regulatory Commission of any state in India
constituted under Section-82 of the Electricity Act, 2003 or its successors, and includes a Joint
Commission constituted under sub-section (1) of Section 83 of the Electricity Act 2003;
11
“Single Tariff” refers to the fixed tariff over the entire term of the PPA, the bidder has to quote
Fixed tariff as per the prescribed Price Schedule at Part - B
“Statutory Auditor” shall mean the auditor of a Company appointed under the provisions of
the Companies Act, 1956 or under the provisions of any other applicable governing law;
“STU” or “State Transmission Utility” shall mean the board or the government company
specified as such by the State Government under sub-section (1) of Section 39 of the Act;
“Successful Bidder(s)” shall mean the Bidder(s) selected by UPNEDA pursuant to this RfP for
supply of power by itself or through the Project Company as per the terms of the RfP
Documents, and to whom a Letter of Intent has been issued;
“Ultimate Parent Company” shall mean a company which directly or indirectly owns at least
twenty six percent (26%) paid up equity capital in the Bidding Company or Member of a
Consortium, (as the case may be) and/or in the Financially Evaluated Entity and such Bidding
Company or Member of a Consortium, (as the case may be) and/or the Financially Evaluated
Entity shall be under the direct control or indirectly under the common control of such company;
12
SECTION 1
INTRODUCTION
13
SECTION 1: INTRODUCTION
1.1. Objective
1.1.1. Uttar Pradesh New & Renewable Energy Development Agency, hereinafter referred to
as UPNEDA, acting through Director, Uttar Pradesh New & Renewable Energy
Development Agency, Vibhuti Khand, Gomti Nagar, Lucknow, hereby invites interested
Bidders to participate in the online bidding process for procurement of power from Grid
Connect Solar PV Power Projects Through Tariff Based Competitive Bidding Process for
total 1000 MW capacity on the basis of international competitive bidding in accordance
with the Bidding Guidelines. The responsibility of the Successful Bidder(s) shall be to
supply power to the Procurer(s) as per the terms and conditions of the RfP Documents.
1.1.2. UPNEDA will support setting up of Grid connected 1000 MW Solar PV Power stations if
established in Uttar Pradesh for the direct sale of power to UPPCL. UPNEDA on behalf
of UPPCL, will select solar power producer for setting up of minimum 5 MW capacity
Solar PV Power Plants (total capacity 1000 MW). Maximum capacity of Solar PV
Projects to be allocated to a Company including its Parent, Affiliate or Ultimate Parent or
any Group Company shall be limited to 1000 MW.
1.1.3. UPNEDA on behalf of Uttar Pradesh Power Corporation Ltd. (UPPCL), Lucknow – a
Company incorporated in India and registered under the Companies Act, 1956 will select
the Solar PV Power Project Developers, and UPPCL will sign the Power Purchase
Agreement (PPA) with the Successful Bidder.
1.2. Tariff
PPA will be signed between Procurer and Successful Bidder(s). The Procurer shall pay
to the Seller(s) the Quoted fixed Tariff which has been arrived from the single fixed tariff
quoted by the successful bidder in the price bid as per Part -B, as per the terms and
conditions of the PPA annexed as Enclosure -1 of RfP documents.. The tariff shall be
payable by the Procurer in Indian Rupees.
1.3. Correspondence for enquiries and clarifications

All correspondence, clarifications in respect of the RfP and submission of the Bid shall
be addressed to:
Director,
Uttar Pradesh New & Renewable Energy Development Agency,
Vibhuti Khand, Gomti Nagar, Lucknow
Phone: 0522-2720652
Fax: 0522-2720779
Email: [email protected]
Website: www.upneda.org.in
14
SECTION 2
INFORMATION AND
INSTRUCTION TO BIDDERS
15
SECTION 2: INFORMATION AND INSTRUCTION TO BIDDERS
2.1. Total Capacity Offered

Selection of Successful bidder(s) for procurement of Solar Power from Grid connected
Solar PV Power Projects for aggregate capacity up to 1000 MW shall be done through
Tariff Based Competitive Bidding Process under Solar Energy Policy 2017 of the State of
Utter Pradesh. The bidders are free to install Solar PV Power Projects anywhere in the
state of Uttar Pradesh.
2.2. RfP document for Solar PV Power Projects

The RfP document has been prepared for Solar PV Power Projects technology. Solar PV
Project means the solar project that uses sunlight for direct conversion into electricity
through Photo Voltaic technology. The Bidder shall deploy, only commercially
established and operational technologies. The detailed technical parameters for Solar
PV Projects are at Annexure A.
2.3. Capacity of each Project

2.3.1. The capacity of each Solar Power Projects shall be minimum 5 MW. Any Bidder can
apply for minimum 5 MW and the maximum capacity for the project shall be 1000 MW.
The capacity of Solar PV Power Plant applied shall be in multiples of 5 MW. The said
MW capacity should mean the AC capacity rating at the delivery point i.e. at the grid
sub-station where the Project would be connected to, and accordingly the bidder can
choose the DC rating of his solar field to meet the AC rating at the delivery point. Total
capacity applied may be set up at multiple locations however at one location minimum
capacity will be 5 MW .
2.3.2. The Solar PV Power Projects shall be selected through a competitive bidding process on
the basis of international competitive bidding as per Section – 63 of the Electricity Act,
2003 and as amended from time to time. The responsibility of the Successful Bidder
shall be to supply power to the Procurer for 25 years as per the terms and conditions of
the PPA..
2.4. Minimum CUF Limits

The Projects developed on conventional solar PV technology should have a minimum
CUF of 15% in any given contract year. In case the developers fail to supply energy
pertaining to minimum CUF in a contract year then the developer shall pay a penalty
equal to 25% of the project tariff to the Procurer, for such shortfall in units.
2.5. Supply of Power to Procurer

After completion of evaluation process a Letter of Intent (LoI) will be issued to the
successful bidder to sign a PPA with the Procurer for duration of 25 years.
2.6. Tariff for Supply of Power

2.6.1. Bidder are required to quote Single fixed tariff for 25 years only in the Price Bid at Part -
Bat Schedule B. UPNEDA will not entertain different tariff for every year, any bid with
different tariff will be considered disqualified.
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2.6.2. Procurer will be liable to pay the project developer the tariff as signed in the PPA.
2.7. Grid Connectivity

2.7.1 The grid connectivity and associated evacuation facilities from the solar power plant
substation/switchyard to distribution/transmission system “feed in substation” will be
provided in accordance with UPERC (Grant of Connectivity to Intra-State Transmission
System) Regulations 2010 as amended from time to time.
2.7.2 The responsibility of getting connectivity with the transmission system owned by the
Discom/STU will lie with the Project Developer. The cost of the transmission line up to the
“feed in substation” viz the point of interconnection where the metering is done shall be
borne by the Solar Project Developer. This transmission line shall be constructed by the
STU or Discom, whoever owns the feed in substation. However the entire cost of
transmission including cost of construction of line, wheeling charges, and losses etc. as
per applicable Regulations of the commission will be borne by the Project Developer and
will not be met by the STU/Discom.
2.7.3 However, for the projects coming up in areas excluding Bundelkhand region and
Purvanchal region the seller shall have the option to construct the transmission line on
their own in co-ordination with STU/DISCOMS as the case may be and in accordance with
the provisions of Electricity Act 2003 and applicable Regulations of the Commission.
2.7.4Seller(s) shall be responsible for the Operation and maintenance of dedicated transmission
line up to the point of connectivity. Such arrangement shall be as per the regulations
specified by the Appropriate Commission, as amended from time to time.
2.7.5Construction and operation/maintenance of evacuation system associated with plants shall

be the responsibility of generating company.
2.7.6 The Interconnection /Metering Point shall be located at the low voltage Bus bar of
substation of Transco / Discom, and generating company shall bear the cost for
construction of interconnection / metering facilities upto the point of connectivity.
2.7.7 For the projects coming in Bundelkhand region and Purvanchal region of the state of
Uttar Pradesh, expenditure on the construction of maximum transmission line length will
be borne by Government of Uttar Pradesh as mentioned in the Solar Energy Policy of
Uttar Pradesh 2017 as following:-.
For 05 to 10 Megawatt capacity-10 Kilometer

For >10 megawatt to 50 megawatt capacity -15 Kilometer
For >50 megawatt capacity - 20 Kilometer.
Solar Project Developer/Seller will bear the remaining cost for construction of transmission
line, bay and substation. This incentive will be available only in case of construction of
17
transmission line and bay by State Transmission Utility (STU)/Electricity Distribution

company.
2.7.8 The Solar PV Project shall be connected to the nearest substation at the appropriate
voltage level.
2.8. Procurement of RfP Document, Processing Fees

2.8.1 RFP document may be downloaded from the e-procurement website
http://etender.up.nic.in and UP Electronics Corporation’s website www.uplc.in. Cost of
RFP document is Rs.23600.00 (Rs. Twenty Three thousand and six hundred only )
inclusive of all taxes in the form of Demand Draft issued from any scheduled Bank or
Nationalized Bank, in favour of Director UPNEDA, payable at Lucknow to be enclosed
with the RFP document on submission.
Prospective bidders interested to participate in the bidding process are required to
submit their RfP document along with a non-refundable processing fee of Rs.5,00,000/-
(Rupees five Lakh) in the form of DD/Pay Order in favour of “Director, UPNEDA”,
payable at “Lucknow”.
2.8.2 A Bidding company/Consortium will be eligible to participate in the bidding process

only:
1. On online submission of RfP along with the cost of document and processing fee.
2. The bidder should be a company (Bidding Company) or a Consortium of Companies

(Bidding Consortium) with one of the companies acting as the Lead Member of the
Bidding Consortium.
2.8.3 Successful Bidders will deposit the regulators fees sought by UPNEDA at the time of
submission of petition for adoption of Tariff to UPERC.
2.9. Number of Response to RfP by a Company

The total capacity of Solar PV Projects to be allocated to a Company including its
Parent, Affiliate or Ultimate Parent or any Group Company or as a part of consortium
shall be limited to 1000 MW.
Only one Bid can be submitted by the Bidder for development of Solar Projects.
2.10. Qualification Requirements

The Bidder must meet the Qualification Requirements independently as Bidding
Company or as a Bidding Consortium with one of the Members acting as the Lead
Member of the Bidding Consortium. Bidder will be declared as a Qualified Bidder based
on meeting the Qualification Requirements specified below and as demonstrated based
on the documentary evidence submitted by the Bidder in the Bid. Further, a Bidding
Consortium can participate in the bidding process if any Member of the Consortium has
purchased the RfP. The intending bidder should satisfy the following criteria:
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2.10.1. Financial Criteria

A. Networth:
Net worth should be equal to or greater than the value calculated at the rate of
Rs. 106.004 lakh per MW of capacity offered by the Bidder in its Bid or equivalent USD
[Calculated as per provisions mentioned in Note below] would need to be demonstrated.
The computation of net worth shall be based on unconsolidated audited annual accounts
of any of the last three (3) financial years immediately preceding the Bid Deadline.
Pursuant to Clause 2.9 above, in case of application by a Bidder projects with capacity
more than 5MW then total cumulative capacity applied by the Bidder shall be
considered for the purpose of Net Worth. (Example: Company 'A' applying for projects
totaling to 50 MW, then the Net Worth required shall be Rs. 1.06004 Crores x 50 = Rs.
53.002 Crores).
[Note: For the Qualification Requirements, if data is provided by the Bidders in foreign
currency, equivalent rupees of Net worth will be calculated using bills selling exchange
rates (card rate) USD / INR of State Bank of India prevailing on the date of closing of
the accounts for the respective financial year as certified by the Bidders’ banker.
For currency other than USD, Bidders shall convert such currency into USD as per the
exchange rates certified by their banker prevailing on the relevant date and used for
such conversion.
If the exchange rate for any of the above dates is not available, the rate for the
immediately available previous day shall be taken into account.]
Net worth shall be computed in the following manner by the Bidder:
Net worth
= Paid up share capital
Add: Reserves
Subtract: Revaluation Reserves
Subtract: Intangible Assets
Subtract: Miscellaneous Expenditures to the extent not written off and carry forward
losses
Paid up Share capital will include;

i) Paid up equity Share Capital
ii) Fully, compulsorily and mandatory convertible preference Shares and
iii) Fully, compulsorily and mandatory convertible Debentures
The computation of Networth shall be based on unconsolidated audited annual
accounts of the Company. For the purpose of the computation of Networth, any one of
the last three financial years and up to seven (7) days prior to Bid Deadline shall be
considered. The Bidder would thus be required to submit annual audited accounts for
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the last three financial years 2014-15, 2015-16 and 2016-17 (or Calendar Years 2014,
2015 and 2016 and also for 2017 if available or the accounting years as adopted by
the Company and acceptable as per the laws of the respective Country), while
indicating the year which should be considered for evaluation along with a certificate
from the chartered accountant to demonstrate the fulfillment of the criteria. In case a
Bidder seeks qualification on the basis of Networth as on seven (7) days prior to Bid
Deadline, the Bidder shall submit a certificate from a Statutory Auditor/Chartered
Accountant certifying the Networth on the date seven days prior to submission of Bid
and also submit the un-audited financial statements of the Company duly certified by
Statutory Auditor/Chartered Accountant for the date on which the certificate of Net
worth has been obtained.
2.10.1.1. For the purposes of meeting financial requirements, only unconsolidated audited
annual accounts shall be used. However, audited consolidated annual accounts of the
Bidder may be used for the purpose of financial requirements provided the Bidder has
at least twenty six percent (26%) equity in each Company whose accounts are merged
in the audited consolidated account and provided further that the financial capability of
such companies (of which accounts are being merged in the consolidated accounts)
shall not be considered.
2.10.1.2. For a newly incorporated Company relying solely on its own credentials, where the
annual account has not been prepared, the Net Worth criteria should be met not more
than seven days prior to the last date of submission of response to RfP. To
demonstrate fulfillment of the criteria, the Bidder shall submit a certificate from a
Chartered Accountant certifying the Net Worth on the date seven days prior to
submission of response to RfP along with the unaudited financial statements of the
Company duly certified by Chartered Accountant for the date on which the certificate of
Net Worth has been obtained.
2.10.1.3. If the Bid is submitted by a Bidding Consortium the financial requirement shall be met
individually and collectively by all the Members in the Bidding Consortium. The
financial requirement to be met by each Member of the Bidding Consortium shall be
computed in proportion to the equity commitment made by each of them in the Project
Company as per the Consortium Agreement (Format 4.3), forming part of its Non-
Financial Bid. Any Consortium, if selected as the Successful Bidder, shall, for the
purpose of supply of power, incorporate a Project Company with equity participation by
the Members as provided in the Consortium Agreement (Format 4.3) within fifteen (15)
days of the issue of Letter of Intent.
2.10.1.4. Any Bidding Company may choose to incorporate a Project Company for the purpose
of supply of power.
2.10.1.5. The Bidder may seek qualification on the basis of financial capability of its Parent
Company and / or its Affiliate(s) for the purpose of meeting the Qualification
Requirements. In case of the Bidder being a Bidding Consortium, any Member may
20
seek qualification on the basis of financial capability of its Parent Company and / or its
Affiliate(s). The financial capability of a particular Parent Company (ies) and / or
Affiliates shall not be used by more than one Bidder.
2.10.1.6. The determination of the relationship of Parent Company or Affiliate with the Bidding
Company or with the Member of the Bidding Consortium, including the Lead Member,
shall be as existing on the date seven (7) days prior to the Bid Deadline. Documentary
evidence in form of a certification from a practicing Company Secretary or Statutory
Auditor to establish such relationship shall be furnished by the Bidder along with the
Bid.
2.10.1.7. If the Bidding Company or a Member of a Bidding Consortium relied on the financial
capability of its Parent/Affiliates, such Bidding Company or Member have to submit a
Board resolution as per Format 4.5, from its Parent / Affiliate, as the case may be, that
the obligation of the Bidding Company or the Member of the Consortium to submit a
Performance Bank Guarantee, if selected, shall be deemed to be their obligations as
well and in the event of any default whatsoever by the Successful Bidder in submitting
the Performance Bank Guarantee, the same shall be submitted by such Parent /
Affiliate, as the case may be.
2.10.1.8. A Bidder shall submit only one response in the same bidding process from one
generation source, individually as Bidding Company or as a Member of a Bidding
Consortium (including the Lead Member). It is further clarified that any of the Parent
Company / Affiliate / Ultimate Parent Company of the Bidding Company or a Member
of a Bidding Consortium shall not separately participate directly or indirectly in the
same bidding process. Further, if any Bidder has a Conflict of Interest with other
Bidder(s) participating in the same bidding process, the Bid of all such Bidder(s) shall
be rejected.
Note: -
(i) It is not necessary to have the Technology partner at RfP stage. Further it is also
not necessary for the Technology partner to have an equity stake in the Bidding
Company/Consortium. However if Technology Partner has an equity participation
in Bidding Consortium then it has to be a Company with equity participation not
more than 10%.
(ii) The Bidder may seek qualification on the basis of financial capability of its Parent
and / or it’s Affiliate(s) for the purpose of meeting the Qualification Requirements.
(iii) The financial capability of a particular Parent company and or affiliate shall not be
used by more than one bidder.
(iv) The Parent company/ Affiliate/ Ultimate parent company of the bidding company
or a Member of a Bidding consortium shall not separately participate directly or
indirectly in the same bidding process.
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(v) Net Worth of individuals, whether Director or otherwise, shall not be considered
(vi) Where the financially evaluated company is not the Bidding Company or a
member of a bidding consortium, as the case may be, the Bidding Company or a
member shall continue to be an affiliate of the financially evaluated company till
execution of PPA.
(vii) Failure to comply with the aforesaid provisions shall make the bid liable for
rejection at any stage.
2.10.2 Type of Company

The Bidder should be a Company (Bidding Company) or a Consortium of Companies
(Bidding Consortium) with one of the Company acting as the Lead Member of the
Bidding Consortium. Short listing of Bidders will be based on meeting the
Qualification Requirement as specified below:-
i. The Bidder should be a company, as defined in the Electricity Act, 2003 and
incorporated under the Company's Act, 1956 and are eligible on standalone
basis or as a part of the bidding consortium.
ii. A foreign company on standalone basis or as a member of consortium at RfP

stage. But before signing of PPA it has to form an Indian Company registered
under the Company Act, 1956;
iii. Companies shortlisted in RfP can also execute the project through a Special
Purpose Vehicle (SPV). However the SPV has to be formed before signing of
PPA.
Limited Liability Partnerships (LLPs) are not eligible for participation.
The bidder is required to undertake to furnish evidence of meeting the above eligibility
criteria in line with provisions of Clause 2.27 under the title “Financial Closure”. The
undertaking shall be as per enclosed Format4.4.
2.10.3 Consents, Clearances and Permits

2.10.3.1 Site Identification and Land Acquisition:
At this stage, the project developer would also provide evidence that the requisite
technical criteria have been fulfilled and required Land for project development @
1.5 ha/MW is under clear possession of the project developer which the project
developer wishes to install the required capacity. In this regard the Project
developer shall be required to furnish the following documentary evidences:-
i. Identification of the 100% (hundred per cent) land at the time of bid submission and
within 7 (seven) months of the execution of the PPA, submission of documents/
Lease Agreement to establish possession/ right to use 100 % (hundred per cent) of
the required land in the name of the Solar Power Generator or its Affiliate. In case
22
the land is in the name of Affiliate, the land should be transferred in the name of
Solar Power Generator prior to Scheduled Commissioning Date (SCD).
ii. Wherever leasing of private land is involved, the lease should allow transfer of land
to the lenders or Procurer, in case of default of the Solar Power Generator.
iii. Requisite documents from the concerned and competent revenue/registration

authority for the acquisition/ownership/vesting of the land in the name of Project
Developer and in case private land converted for industrial use.
iv. In case of land to be acquired under the Land Acquisition Act 1894 or its
equivalent, the Bidder shall submit copy of notification issued for such land under
Section 6 of the Land Acquisition Act 1894 or its equivalent.
v. In all other cases, the Bidder shall furnish documentary evidence in the form of
certificate by concerned and competent revenue / registration authority for
allotment of the land.
vi. A letter from State Transmission Utility (STU)/Central Transmission Utility (CTU)
confirming technical feasibility of connectivity of the plant to STU/CTU substation. If
the Project site is located in the same State as the Procurer/End Procurer, State
Govt. shall endeavor to provide necessary support to facilitate the connectivity of
the plant to STU/CTU substation.
(B) In case of non-availability of land with the bidder at the time of bidding, an
undertaking has to be submitted that the documentary evidence will be
produced by the bidder of the availability of land within seven months of signing
of PPA. The undertaking can be provided in the Format 4.4(c).
Note:
a. Change in the location of land for setting up the project from one place to other
location is not permitted after 7 months from the signing of PPA or at financial
closure, whichever is earlier.
b. The land for setting up the project should be free from all encumbrances.
c. The land should neither have been proposed for other purposes & nor should
have been mortgaged.
2.10.3.2 Other Provisions:

i. In case the Bidder is a Bidding Company and wishes to incorporate a Project
Company, all such Consents, Clearances and Permits if obtained in the name of a
company other than the Project Company, the Bidder shall be responsible to get
these Consents, Clearances and Permits transferred in the name of the Project
Company in the event of being selected as the Successful Bidder.
ii. In case the Bidder is a Bidding Consortium, all such Consents, Clearances and
Permits shall be obtained in the name of the Lead Member and the Bidder shall be
responsible to get these Consents, Clearances and Permits transferred in the
23
name of the Project Company in the event of being selected as the Successful
Bidder.
iii. Notwithstanding anything stated above, the Procurer/ Authorized Representative

reserves the right to verify the authenticity of the documents submitted for meeting
the Qualification Requirements and may request for any additional information /
documents. The Procurer/ Authorized Representative reserves the right at its sole
discretion to contact the Bidder’s bank, lenders, financing institutions and any other
persons as necessary to verify the Bidder’s information/documents for the purpose
of qualification.
iv. The Qualified Bidder(s) will be required to continue to maintain compliance with the
Qualification Requirements throughout the bidding process and till the execution of
the PPA. Where the Financially Evaluated Entity is not the Bidding Company or a
Member of a Bidding Consortium, as the case may be, the Bidding Company or
Member shall continue to be an Affiliate of the Financially Evaluated Entity till
execution of the PPA. Failure to comply with the aforesaid provisions shall make
the Bid liable for rejection at any stage.
2.11. Submission of Bid by the Bidder

2.11.1. Bid Formats / Documentary Evidence
a) The information and/or documents shall be submitted by the Bidder as per the formats
specified in Section 4 (Formats for RfP) of this document.
b) Strict adherence to the formats wherever specified, is required. Wherever, information

has been sought in specified formats, the Bidder shall refrain from referring to
brochures / pamphlets. Non-adherence to formats and / or submission of incomplete
information may be a ground for declaring the Bid as non-responsive. Each format has
to be duly signed and stamped by the authorized signatory of the Bidder.
c) The Bidder shall furnish documentary evidence in support of meeting Qualification

Requirements to the satisfaction of the Procurer/ Authorized Representative and shall
furnish unconsolidated / consolidated audited annual accounts in support of meeting
financial requirement, which shall consist of unabridged balance sheet, profit and loss
account, profit appropriation account, auditor’s report, etc., as the case may be, of
Bidding Company or each Member of a Consortium or Financially Evaluated Entity for
the last three (3) financial years immediately preceding the Bid Deadline for the
purpose of calculation of Networth.
2.11.2. Bid submitted by a Bidding Consortium

a) The Bid shall contain a legally enforceable Consortium Agreement entered amongst
the Members in the Bidding Consortium, designating one of the Members to be the
Lead Member (as per Format 4.3). There shall be only one Lead Member which shall
continue to hold fifty one percent (51%) equity in the Project Company up to a period
of one (1) year after commencement of supply of power as per provisions of Clause
24
2.25 of this RfP and the PPA. Each Member of the Bidding Consortium shall duly sign
the Consortium Agreement making it liable for raising the required funds for its
respective equity investment commitment as specified in the Consortium Agreement.
In the absence of a duly executed Consortium Agreement, the Bid will not be
considered for evaluation and will be rejected.
b) Provided however that the Lead Member of the Bidding Consortium shall be liable to
the extent of one hundred percent (100%) of the total proposed commitment of equity
investment in the Project Company, i.e., for both its own liability as well as the liability
of the other Members.
c) Provided further that the Consortium Agreement shall not be amended without the
prior written approval of the Procurer/ Authorized Representative.
d) The Lead Member shall designate one person to represent the Consortium in its
dealings with the Procurer/ Authorized Representative. The person designated by the
Lead Member shall be authorized through a Board Resolution to perform all tasks
including, but not limited to providing information, responding to enquiries, signing of
Bid on behalf of the Consortium, etc. Additionally, the Bid shall also contain a Power of
Attorney in original (as per Format 4.2 in favor of the Lead Member issued by the other
Members of the Consortium.
e) The Bid shall also contain a Board Resolution as per Format 4.5 from each Member of
the Consortium confirming that the RfP& RfP Project Documents have been read,
examined and understood and also the Bid has been reviewed and each element of
the Bid is agreed to by them.
2.12. Point of contact in case of Bidding Consortium

In case of Bid being submitted by a Consortium, the Lead Member of the Consortium
shall be the single point of contact for the purposes of the Bid process, before the date of
signing of last of the RfP Documents. Settlement of any dispute amongst the Consortium
Members shall not be the responsibility of UPNEDA and UPNEDA shall not bear any
liability whatsoever on this account.
2.13. Bid submitted by a Bidding Company

The Bidding Company should designate one person to represent the Bidding Company
in its dealings with UPNEDA / Procurer. The person so designated shall be authorized
through a Board resolution (as per Format 4.5) to perform all tasks including, but not
limited to providing information, responding to enquiries, signing of Bid on behalf of the
Bidding Company, etc.
2.14. Clarifications and Pre-bid Meeting

1. Pre-Bid Meeting:
25
The Bidder(s) or their authorized representative(s) is / are invited to attend pre-bid

meeting(s), UPNEDA will make all efforts to respond to the queries during the Pre-Bid
Meeting to be held on 18.01.2018 at 11.30 AM at UPNEDA Office, Lucknow.
The purpose of the pre-bid meeting will be to clarify any issues regarding the RfP,
including in particular, issues raised in writing by the Bidders.
A compiled list of questionnaire and UPNEDA’s response will be uploaded on the

website of UPNEDA for information of all concerned in www.upneda.org.in All are
requested to remain updated with the website. No separate reply/ intimation will be given
elsewhere.
However, it may please be noted carefully that the Pre-Bid meeting will be held only with
the authorized representatives of the bidders. Only two representatives from each
Bidding Company shall be allowed for Pre Bid discussions.
2. Enquiries/clarifications may be sought by the Bidder from:
Director,
VibhutiKhand, Gomti Nagar, Lucknow
Phone: 0522-2720652
Fax: 0522-2720779, 2720829
3. UPNEDA reserves the right to interpret the Bid submitted by the Bidder in
accordance with the provisions of this RfP and make its own judgment regarding the
interpretation of the same. In this regard UPNEDA shall have no liability towards any
Bidder and no Bidder shall have any recourse to UPNEDA with respect to the selection
process. UPNEDA shall evaluate the Bids using the evaluation process specified in
Section 3, at its sole discretion. UPNEDA’s decision in this regard shall be final and
binding on the Bidders.
2.15. RfP Document and attachments

The drafts of the following RfP Documents have been attached to this RfP:
a. Draft PPA at Format -4,9
b. Any modifications, amendments alterations or clarifications thereto.
2.16. Incorporation of a Project Company

2.16.1. In case of the Successful Bidder being a Bidding Consortium, it shall, within fifteen (15)
days of the issue of the Letter of Intent, incorporate a Project Company provided such a
Project Company has not been incorporated by the Bidder prior to the submission of the
Bid. In case the Project Company has already been incorporated prior to the submission
of the Bid as specified in the Consortium Agreement such Project Company shall be
26
responsible to execute the RfP Documents. The investment in the Project Company
shall be as per provisions of the Consortium Agreement and shall be subject to the
provisions of Clause 2.25 of this RfP.
2.16.2. In case of the Successful Bidder being Bidding Company and choosing to incorporate a
Project Company for supply of power, it shall incorporate the Project Company within
fifteen (15) days of the issue of the Letter of Intent. In case the Project Company has
already been formed by such Bidding Company prior to the submission of the Bid, the
Bidding Company shall provide the details of such Project Company in its Bid. The
investment in such Project Company incorporated by the Successful Bidder may be from
any of the Affiliates and / or Ultimate Parent and shall be subject to the provisions of
Clause 2.25 of this RfP.
2.16.3. The Project Company shall execute the RfP Documents and be responsible for supply of
power to the Procurer(s) as per the provisions of the PPA.
2.17. Cancellation of the Letter of Intent

If the Successful Bidder(s) / Project Company fails or refuses to comply with any of its
obligations under Clauses 2.16 and 2.19, and provided that UPNEDA / Procurer (s) and /
or other parties to the respective RfP Documents are willing to execute the said
documents, such failure or refusal on the part of the Successful Bidder/ Project
Company shall constitute sufficient grounds for cancellation of the Letter of Intent. In
such cases, UPNEDA / Procurer shall be entitled to invoke the EMD of the Successful
Bidder(s) / Project Company.
2.18. Earnest Money Deposit (EMD)

2.18.1. Each Bidder shall submit the Bid accompanied by EMD, in the of Bank Guarantee as per
Format 4.6 for an amount of Rs. 10.6004 Lakh (Ten lakh sixty thousand and forty
rupess) per MW of the offered capacity issued by any of the scheduled Banks or
Nationalized Banks . In the case of a Consortium, the Lead Member shall furnish the
EMD as stipulated in the RfP, on behalf of the Consortium Members as per the
Consortium Agreement. The EMD shall be valid for a period of ninety (90) days beyond
the validity of the Bid.
2.18.2. The EMD, may be invoked by the UPNEDA /Procurer, without any notice, demure, or
any other legal process upon occurrence of any of the following:
 Failure to incorporate the Project Company as a legal entity within fifteen (15) days
of issue of Letter of Intent, or,
 Failure to furnish the Performance Bank Guarantee as per Clause 2.19; or
 Failure to execute the RfP Documents subject to the provisions of Clause 2.17; or
 Bidder submitting any wrong information or making any misrepresentation in Bid as

mentioned in Clause 2.23.
27
2.18.3. The EMDs of all Bidders, who’s Bids are declared non-responsive, shall be returned and
released by UPNEDA within thirty (30) days after the date on which the Financial Bids
are opened.
2.18.4. The EMDs of all unsuccessful Bidders shall be returned and released by the UPNEDA
within a period of thirty (30) days of the occurrence of the earlier of the following:
a) Submission of the Performance Bank Guarantee as per Clause 2.19 of the RfPand
the execution of the RfP Documents (as applicable) by the Successful Bidder(s); or
b) Expiry of the Bid Validity/extended validity of Bid of unsuccessful Bidders.
2.18.5. The EMDs of all Bidders shall be returned and released by UPNEDA within a period of
thirty (30) days of the occurrence of the termination/cancellation of Bid process by
UPNEDA.
2.18.6. The EMD of the Successful Bidder(s) shall be returned on the submission of
Performance Bank Guarantee as per Clause 2.19 of the RfP and the provisions of the
PPA.
2.19. Performance Bank Guarantee (PBG)

2.19.1. Within fifteen (15) days of issue of Letter of Intent, the Successful Bidder(s) either on
his/their own behalf or on behalf of the Seller, shall provide to UPNEDA the Performance
Guarantee in the format provided in the Format 4.8, for an amount of Rs 26.501 Lakh
(Twenty six lakh fifty thousand and one hundred rupees) per MW of the Contracted
Capacity, which shall be provided to UPNEDA for the amount calculated pro-rata (and
rounded off to the nearest one lakh with the principle that amounts below Rs. 50,000/-
shall be rounded down and amounts of Rs. 50,000/- and above shall be rounded up).
The Performance Guarantee shall be initially valid for a period of eight (8) months after
the Scheduled Delivery Date and thereafter shall be dealt with in accordance with the
provisions of the PPA. The Performance Guarantee shall be issued by any Scheduled
Bank or Nationalized banks..
2.19.2. In case the Successful Bidder is unable to obtain the Performance Bank Guarantee for
the total amount from any one bank, the Successful Bidder may obtain the same from
not more than three (3) banks..
2.19.3. Non submission of the PBG by the Successful Bidder(s) may lead to the invocation of
the EMD, cancellation of the Letter of Intent of such Successful Bidder(s) by UPNEDA,
and thereafter, the provisions of Clause 2.23.2 shall be applicable.
2.20. Bank Guarantees

2.20.1. The Bidder shall provide the following Bank Guarantees from any of the Scheduled or
Nationalized Banks to UPNEDA in a phased manner as detailed hereunder:
 EMD for the amount calculated as per Clause 2.18 (@ Rs. 10.6004 Lacs / MW) in
the form of Bank Guarantee along with RfP as per Format 4.6. (valid for a period of
ninety (90) days beyond the validity of the Bid)
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 Performance Bank Guarantee calculated as per Clause 2.19 (@ Rs26.501 Lacs /

MW) in the form of Bank Guarantee within fifteen (15) days of issue of Letter of
Intent, as per Format 4.8. (initially valid for a period of eight (8) months after the
Scheduled Delivery Date)
2.20.2. Within fifteen (15) days of issue of Letter of Intent the total Bank Guarantee value
towards Performance Bank Guarantee shall be submitted in 03 Nos. of Bank Guarantee
in the ratio of 20%, 40% & 40%. (Example - If total Performance Bank Guarantee value
is Rs.4.00 Cr. then 03 BGs of value Rs.0.80Cr, Rs.1.60 Cr & Rs.1.60 Cr are to be
submitted).
2.20.3. In case, UPNEDA offers Successful Bidder to execute the PPA with UPPCL / Procurer
and if the Selected Bidder refuses to execute the PPA or is unable to execute the PPA
within the stipulated time period, UPNEDA will encash the Bank Guarantees towards
EMD.
2.20.4. The Bank Guarantees have to be executed on non-judicial stamp paper of appropriate
value as per Stamp Act relevant to place of execution. The Bank Guarantees have to be
in the name of the Bidding Company / Lead Member of Bidding Consortium.
2.20.5. In order to facilitate the bidders to submit the Bank Guarantee as per the prescribed
format and in line with the requirements.
2.21. Amendment of RFP

UPNEDA, for any reason, whether at its own initiative or in response to clarifications
requested by any Bidder may modify the RfP, including the timelines specified in Clause
2.26, by issuance of addendum / modification / errata and / or a revised document.
Revisions or amendments in the Bidding Guidelines may cause UPNEDA to modify,
amend or supplement this RfP, including the RfP Documents to be in conformance with
the Bidding Guidelines. Such document shall be made available on UPNEDA website.
Bidders should notify themselves regarding any addendum / modification made in RfP
document, the same shall be uploaded on UPNEDA website. No personal
correspondence will be made by UPNEDA to Bidder(s).
2.22. Bidding Process

The Bid in response to this RfP shall be submitted by the Bidders in the manner provided
in Clause 2.11. The Bid shall comprise of the following:
A. Language
The RFP prepared by the Bidder and all correspondence and documents relating to the
bid exchanged by the Bidder and UPNEDA shall be written in the English provided that
any printed literature furnished by the Bidder may be written in another language so long
as accompanied by an English translation of its pertinent passages in which case, for
purpose of interpretation units of measurement shall be MKS system.
29
B. Format and signing of Offer
(i) The Bid should be submitted online as stipulated in the RFP document.
(ii) Any condition or any other stipulation contained in the Bid shall render the Bid liable to
rejection as a non-responsive Bid. The complete Bid shall be without alterations,
interlineations or erasures, except those to accord with instructions issued by the
UPNEDA, or as necessary to correct errors made by the Bidder, in which case such
corrections shall be initialled by the person or persons signing the Bid.
(iii) The hard copy of Bid (except Financial Bid) along with enclosures and related
documents as per following must reach at UPNEDA Head Office, Vibhuti Khand, Gomti
Nagar, Lucknow before opening date and time of online Technical-Bid without which the
online Bid of concern Bidder will not be opened.
(iv) Uploading of e-tender
a) The bid shall be uploaded online as per guide lines of U.P Electronics Corporation Ltd.
(UPLC), 10, Ashok Marg, Lucknow (UP).
b) The bid must be complete in all technical and commercial respect and should contain
requisite certificate, drawings, informative literature etc. as required in the
specification.
c) First part (PART-A) should contain technical details brochure literature etc. All parts
of RFP documents except financial bid should be uploaded as per e-procurement mode
in due date and time.
d) The Bidder should submit Price Bid at Part -Bin Second part. Second part (PART-B)
should contain financial bid only should be uploaded as per e-procurement mode in
due date and time.
Anything in regard of financial condition, payment terms, rebate etc. mentioned in
financial bid may make the bid invalid. Therefore, it is in the interest of the Bidder not
to write anything extra in part-II except price.
e) The original copy of uploaded document i.e. First part (Part-1) is to be submitted by
Post /courier/by hand to UPNEDA HQ before opening of Technical bid.
(v) The e-tender prepared and uploaded by the Bidder shall comprise the following
components
a) Covering letter as provided in e-tender document.at Format –4.1

b) General particulars of bidder, as provided in e-tender document.
c) Declaration by The Bidder, as provided in e-tender document
d) Scanned copy of RfP Document fees Draft
e) Scanned Copy of Processing fees Draft
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f) Scanned copy of Bank Guarantee (EMD) in the form as per Format 4.6;
g) In case of a Bidding Consortium, a Power of Attorney in favour of the Lead Member

issued by the other Members of the Consortium uploaded in original as per Format
4.2.
(In the event any Member of the Bidding Consortium is a foreign entity, Board
Resolutions in place of Power of Attorney for the purpose of fulfilling the
requirements under this Clause may be submitted and Uploaded. 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 and valid.
h) In case of a Consortium, the Consortium Agreement between the Members in the

Consortium as per Format 4.3 along with board resolution from each Member of the
Consortium for participating in consortium;
i) Format for Qualification Requirements as per Format 4.4, as applicable;
j) Board Resolutions, as per prescribed at Format 4.5 duly certified by the Company
Secretary or the Director of the relevant Bidder, as applicable to the Bidder and
mentioned hereunder:
1. 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 Bid;
2. Board resolution from each of the Consortium Members except the Lead
Member in favour of the person authorised to execute the Power of Attorney
in favour of the Lead Member.
3. 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
4. Board Resolutions from Parent and /or Affiliate (whose credentials have
been used), of the Bidding Company / any Member of the Bidding
Consortium, undertaking to invest the entire amount as committed by Bidding
Company / Member of the Bidding Consortium, in event of failure of the
same to make such investment.
k) A disclosure statement as per Format 4.7 regarding participation of any related

companies in this bidding process;
l) Check list of Annexure as provided in e-tender document
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m) Blank copy of the in e-tender document and Draft PPA at Format 4.9 signed on each
page, as a confirmation by the Bidder to accept all terms and conditions along with
all necessary enclosures.
n) Power of Attorney of the Bidder, for the person representing his Company/Firm/
Corporation, that he is authorized to discuss and with specific mention of this e-
tender
C. Technical Offer
Bidders shall submit and upload the technical Offer in the formats (4.1 to 4.7) (the
“Technical Offer”). as mentioned above in B While submitting the Technical Offer, the
Bidder shall, in particular, ensure that all the formats are uploaded. The Technical Offer
shall not include any financial information relating to the financial offer.
UPNEDA reserves the right to verify all Statements, information and documents,
submitted by the Bidder in response to the RFP. Failure of the UPNEDA to undertake
such verification shall not relieve the Bidder of its obligations or liabilities hereunder nor
will it affect any rights of the UPNEDA there under.
D. Financial Offer
i. The Financial offer of the Bidder shall be submitted only through E-Procurement Website.
on the appropriate financial bid Part-B clearly indicating fixed tariff IN Rs / kWh upto three
decimals for twenty five years at the Interconnection point duly signed by an authorized
signatory.
ii. The Qualification Requirements for the Bidder would be evaluated for the total quantum of
power offered by a Bidder.
iii. The Quoted Fixed Tariff shall be an all-inclusive Tariff up to the Interconnection Point and
no exclusions shall be allowed. The Bidder shall take into account all costs including
capital and operating costs, statutory taxes, levies, duties while quoting such Tariff. It shall
also include any applicable transmission costs and transmission losses (if any) from the
generation source up to the Interconnection Point. Availability of the inputs necessary for
supply of power shall be ensured by the Seller and all costs involved in procuring the
inputs (including statutory taxes, duties, levies thereof) at the plant location must be
reflected in the Quoted Fixed Tariff.
2.23. The Bidder should note that

2.23.1. If any Bidder conceals any material information or makes a wrong statement or
misrepresents facts or makes a misleading statement in its Bid, in any manner
whatsoever in order to create circumstances for the acceptance of its Bid, UPNEDA
reserves the right to reject such Bid or cancel the Letter of Intent, if issued. If such
event is discovered after the Effective Date, consequences specified in the PPA
shall apply.
2.23.2. If for any reason the Bid of any Successful Bidder is rejected or Letter of Intent
32
issued to such Successful Bidder is cancelled, UPNEDA may:
a. Consider the next lowest Financial Bid from other than the Successful Bidder(s)
whose Bids are responsive and valid; or
b. Annul the bid process; or
c. Take any such measure as may be deemed fit in the sole discretion of UPNEDA,
as applicable.
2.23.3. UPNEDA reserves the right to accept the offer of the Bidder for any quantum of
power up to the quantum offered by it, subject to the Minimum Bid Capacity, and
considering the balance Requisitioned Capacity (after considering the quantum of
power offered by Successful Bidder(s) in Clause 3.1.4 II).
2.23.4. Language of the Bid shall be English only;
2.23.5. Bidders shall mention the name of the contact person and complete address of the
Bidder in the covering letter as per Format 4.1;
2.23.6. UPNEDA may, at its sole discretion, ask for additional information/ document and/ or
seek clarifications from a Bidder after the Bid Deadline, inter alia, for the purposes of
removal of inconsistencies or infirmities in its Bid. However, no change in the
substance of the Quoted Fixed Tariff shall be sought or permitted by UPNEDA.
2.23.7. Non submission and / or submission of incomplete data / information required under
the provisions of the RfP shall not be construed as waiver on the part of UPNEDA of
the obligation of the Bidders to furnish the said data / information unless the waiver
is in writing.
2.23.8. UPNEDA may verify the Bidder’s financial data by checking with the Bidder’s
lenders / bankers / financing institutions / any other person as necessary.
2.23.9. Each Bidder should conduct its own investigations and analysis and should check
the accuracy, reliability and completeness of the information in this RfP and obtain
independent advice from appropriate sources.
2.24. Bidder to inform itself fully

2.24.1. The Bidder shall make independent enquiry and satisfy itself with respect to all the
required information, inputs, conditions and circumstances and factors that may
have any effect on its Bid. Once the Bidder has submitted the Bid, the Bidder shall
be deemed to have examined the laws and regulations in force in India, the grid
conditions, and fixed its price taking into account all such relevant conditions and
also the risks, contingencies and other circumstances which may influence or affect
the supply of power. Accordingly, the Bidder acknowledges that, on being selected
as Successful Bidder, it shall not be relieved from any of its obligations under the
RFP Documents nor shall be entitled to any extension of time for commencement of
supply or financial compensation for any reason whatsoever.
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2.24.2. The technical requirements of integrated grid operation are specified in the Indian
Electricity Grid Code (IEGC). The Bidders should particularly acquaint themselves
with the requirements of connection conditions, operating code for regional grids,
scheduling and dispatch code etc. The Bidders are also advised to fully familiarize
themselves with the real time grid conditions in India.
2.24.3. In their own interest, the Bidders are requested to familiarize themselves with the
Electricity Act, 2003, the Income Tax Act 1961, the Companies Act, 1956, the
Customs Act, the Foreign Exchange Management Act 1999, IEGC, the Environment
Protection Act 1986 and Forest (Conservation) Act 1980, the Land Acquisition Act
1984, the regulations framed by regulatory commissions and all other related acts,
laws, rules and regulations prevalent in India, as amended from time to time. The
Procurer/ Authorized Representative shall not entertain any request for clarifications
from the Bidders regarding the same. Non-awareness of these laws or such
information shall not be a reason for the Bidder to request for extension in Bid
Deadline. The Bidder undertakes and agrees that, before submission of its Bid; all
such factors as generally stated above, have been fully investigated and considered
while submitting the Bid.
2.24.4. The Bidder shall familiarize itself with the procedures and time frames required to
obtain all Consents, Clearances and Permits required for the supply of power to
Procurer(s). The Procurer(s) shall have no liability to obtain any of the Consents,
Clearances and Permits required for setting up of the generation facilities and/ or
supply of power.
2.25. Minimum Equity holding/Equity Lock-In

2.25.1. The aggregate equity shareholding of the Selected Bidder in the issued and paid up
equity share capital of the Seller shall not be less than Fifty One percent (51%) from
Effective Date up to a period of one (1) year after commencement of supply of
power.
2.25.2. In case of a Bidding Consortium, any Member, other than the Lead Member, shall
be allowed to divest its equity as long as the other remaining Members (which shall
always include the Lead Member) hold the minimum equity specified in Clause
2.25.1 above. In case of a Bidding Company, any investing entity (ies) shall be
allowed to divest its equity as long as the other remaining investing entity(ies) hold
the minimum aggregate equity specified in Clause 2.25.1 above.
2.25.3. The Successful Bidder may invest in the equity share capital of the Project
Company through its Affiliate(s) or Ultimate Parent Company or Parent Company
(ies). If the Successful Bidder so invests through any Affiliate(s) or Ultimate Parent
Company or Parent Company (ies), the Successful Bidder shall be liable to ensure
that minimum equity holding/lock-in limits specified above are still maintained.
2.25.4. If equity is held by the Affiliates, Parent Company or Ultimate Parent Company, then
such Affiliate, Parent Company or Ultimate Parent Company shall be permitted to
34
transfer its shareholding in the Project Company to another Affiliate or to the Parent
Company / Ultimate Parent Company. If any such shareholding entity, qualifying as
an Affiliate/ Parent Company/ Ultimate Parent Company, is likely to cease to meet
the criteria to qualify as an Affiliate / Parent Company / Ultimate Parent Company,
the shares held by such entity shall be transferred to another Affiliate / Parent
Company / Ultimate Parent Company.
All transfers of shareholding of the Project Company by any of the entities referred
to above shall be after prior written permission from the Procurer(s).
2.25.5. For computation of effective equity holding, the equity holding of the Successful
Bidder or its Ultimate Parent Company in such Affiliate(s) or Parent Company and
the equity holding of such Affiliate(s) or Ultimate Parent Company in the Seller shall
be computed in accordance with the example given below:
a. If the Parent Company or the Ultimate Parent Company of the Successful Bidder
A directly holds thirty percent (30%) of the equity in the Seller, then holding of
Successful Bidder A in the Seller shall be thirty percent (30%);
b. If Successful Bidder A holds thirty percent (30%) equity of the Affiliate and the
Affiliate holds fifty percent (50%) equity in the Seller, then, for the purposes of
ascertaining the minimum equity / equity lock-in requirements specified above,
the effective equity holding of Successful Bidder A in the Seller shall be fifteen
percent (15%), (i.e., 30% x 50%);
2.25.6. The provisions as contained in this clause shall override the terms of the Consortium
Agreement submitted as a part of Bid.
2.26 Due Dates

The following shall be the time schedule for completion of the bidding process:
Sl. Event Schedule Date

No.
1. Date of issue of RfP Zero Date 5/01/2018
2. Pre-Bid Meeting Zero date + 15 days 18/1/2018
3. Bid submission and opening of Non- Zero date + 30 days 7/2/2018
Financial Bid
4. Financial Bid Opening Zero date + 60 days 28/2/2018
(may change)
5. Approval of Bids and Issue of LoI to Zero date + 90 days Exact date to
Successful Bidder(s) be be
communicated
to successful
bidders.
35
6. Signing of PPA Zero date + 120 days Exact date will

(LoI Date + 30 days) be
communicated
to successful
bidders.
7. Completion of the following tasks:
a. Land Allotment/ Land Purchase. PPA date + 210 days
b. Grant for Grid Connectivity. PPA date + 210 days
c. Financial closure of the project. PPA date + 210 days
8. Commissioning of Solar PV Power As mentioned in

Plant clause 2.28.
2.27 Financial Closure

2.27.1. The Project shall achieve Financial Closure within seven months (210 days) from the
signing of PPA. In this regard the project developer shall submit a certificate from all
financial agencies, certifying that the party has complied with all conditions required for
drawl of funds and party can draw down the funds on any date as per their requirement.
2.27.2. Within seven months from the date of signing of the PPA, the project developer has to
provide evidence that the requisite technical criteria have been fulfilled and required land
for project development @ 1.5 Hectares/MW is under clear possession of the project
developer. In this regard the Project developer shall be required to furnish the following
documentary evidences:-
i. Ownership or lease hold rights (for at least 30 years) in the name of the Project
Developer and possession of 100% of the area of land required for the allotted
project.
ii. Requisite documents from the concerned and competent revenue/registration

authority for the acquisition/ownership/vesting of the land in the name of Project
Developer and in case private land converted for industrial use.
vii. In case of land to be acquired under the Land Acquisition Act 1894 or its
equivalent, the Bidder shall submit copy of notification issued for such land under
Section 6 of the Land Acquisition Act 1894 or its equivalent.
viii. In all other cases, the Bidder shall furnish documentary evidence in the form of
certificate by concerned and competent revenue / registration authority for
allotment of the land.
Note:
(i) Change in the location of land from one place to other location is not permitted after
seven months s from the signing of PPA or at financial closure, whichever is earlier.
36
(ii) Quoted capacity may be put up at more than one location .However at one location
minimum capacity put up should be 5 MW .
(iii) The land for setting up of the project should be free from all encumbrances.
(iv) The land for setting up of the project should neither have been proposed for other
purposes & nor should have been mortgaged.
2.27.3. In case of delay in achieving above condition, as may be applicable, UPNEDA shall en
cash Bank Guarantees and shall remove the project from the list of the selected
projects.
2.28 Commissioning / Schedule Delivery Date

2.28.1. The Commissioning / Scheduled Delivery Date of Solar PV Power Plant for capacity
below 250 MW shall be 13 months and for the capacity of 250MW and above at one
location shall be 15 months from the date of signing of PPA.
2.28.2. Part Commissioning – In case of Solar PV Projects, Part commissioning of the Project
shall be accepted by UPNEDA / Procurer(s) subject to the condition that the minimum
capacity for acceptance of part commissioning shall be 5 MW, without prejudice to the
imposition of penalty, in terms of PPA on the part which is not commissioned. However,
the SCD will not get altered due to part commissioning, Irrespective of dates of part
commissioning or full commissioning, the PPA will remain in force for a period of 25
years from the SCD.
2.29 Delay in Commissioning of Power Plant

2.29.1. In case of failure to achieve Commissioning / Schedule Delivery Date, provision of RfP /
PPA as mentioned below shall apply:
A. Upto 10 MW Solar PV Projects
a. Delay up to One (1) month:

In case the commissioning of project is delayed or the developer is not able to meet
the timelines as mentioned above then the Project Developer shall pay to UPNEDA
the Liquidated Damages (LD) at the rate of Rs. 50,000/- per MW per day of delay.
LD shall be payable on weekly basis and in advance before commencement of the
week starting on Monday and shall be paid in the form of DD/Pay order payable to
UPNEDA at Lucknow.
On non-submission of the above mentioned amount UPNEDA shall have the right to
invoke the Bank Guarantees submitted by the developer.
b. Delay above One (1) month:

For not achieving Commissioning / Schedule Delivery Date UPNEDA / Procurer(s)
shall encash the Bank Guarantee (BG) in the following manner:
i. Delay up to two (2) months - 20% of the total Performance bank guarantee.
37
ii. Delay of more than two (2) months and up to three (3) months - 40% of the total
Performance Bank Guarantee in addition to BG in clause-i above.
iii. Delay of more than three (3) months and up to four (4) months - the remaining
Performance Bank Guarantees in addition to BG in clause-i and ii above.
Delay in the timelines for over and above four (4) months form respective task will lead
to create the necessary grounds for UPNEDA / UPPCL for termination of LoI / PPA.
B. Above 10 MW Solar PV Projects
a. Delay up to Three(3) months:

the Liquidated Damages (LD) at the rate of Rs.50,000/- per MW per day of delay.
UPNEDA at Lucknow.
b. Delay above Three (3) months:

For not achieving Commissioning / Schedule Delivery Date UPNEDA / Procurer(s)
shall encash the Bank Guarantee (BG) in the following manner:
i. Delay up to four (4) months - 20% of the total Performance bank guarantee.
ii. Delay of more than four (4) months and up to five (5) months - 40% of the total
iii. Delay of more than five (5) months and up to six (6) months - the remaining
Delay in the timelines for over and above six (6) months form respective task will lead to
create the necessary grounds for UPNEDA / UPPCLfor termination of LoI / PPA.
38
2.29.2 In addition to the levy of damages as aforesaid, the lenders shall be entitled to exercise
their rights of substitution, in accordance with the substitution agreement provided in the
PPA and in concurrence with the Procurers. However, in the event the lenders are
unable to substitute the defaulting Solar Power Generator within the stipulated period,
the Procurer may terminate the PPA and acquire the Project assets for an amount
equivalent to 90% of the debt due, failing which, the lenders may exercise their
mortgage rights and liquidate the Project assets
2.30 Validity of the Bid
The Bidder shall submit the Bid which shall remain valid up to one hundred and eighty
(180) days after the Bid Deadline (“Bid Validity”). UPNEDA reserve the right to reject
any Bid which does not meet the aforementioned validity requirement.
UPNEDA may solicit the Bidders’ consent for an extension of the period of validity of the
Bid. The request and the response in this regard shall be in writing. In the event any
Bidder refuses to extend its Bid validity as requested by UPNEDA, UPNEDA shall not be
entitled to invoke the EMD. A Bidder accepting UPNEDA request for validity extension
shall not be permitted to modify its Bid and such Bidder shall, accordingly, extend the
validity of the EMD as requested by UPNEDA.
2.31 Method of Submission
2.31.1. The Bidders have the option of sending hard copy of their Bid either by registered post;
or speed post; or courier; or by hand delivery, so as to reach UPNEDA before the
opening of the e-tender. Bids submitted by telex / telegram / fax / e-mail shall not be
considered under any circumstances. UPNEDA shall not be responsible for any delay in
receipt of the Bid. Any Bid received after the Bid Deadline shall be returned unopened.
2.31.2. It may be noted that Non-Financial price schedule uploaded (Schedule B) shall not
contain any information/document relating to Financial Bid. If uploaded Non-Financial
Bid contains any such information / documents, UPNEDA shall not be responsible for
premature opening of the Financial Bid.
2.31.3. All pages of the Bid, except for the EMD (Format 4.6), and any other document
executed on non-judicial stamp paper, forming part of the Bid and corrections in the Bid,
if any, must be signed by the authorized signatory on behalf of the Bidder. It is clarified
that the same authorized signatory shall sign all pages of the Bid. However, any
published document submitted with the Bid shall be signed by the authorized signatory
at least on the first and last page of such document.
2.31.4. No change or supplemental information to a Bid will be accepted after the Bid Deadline,
unless the same is requested for by UPNEDA / Procurer as per Clause 2.23.7.
39
2.32 Preparation Cost

The Bidder shall be responsible for all the costs associated with the preparation of the
Bid and participation in discussions and attending Pre-bid meetings, and finalization and
execution of the RfP Documents, etc., UPNEDA / Procurer(s) shall not be responsible in
any way for such costs, regardless of the conduct or outcome of this Bid process.
2.33 Opening of Bids

The procedure of opening of the e-tender shall be as under:
2.33.1 First part (PART-A) uploaded having e-tender specification no. and super scribed as
“Technical bid” shall be opened at the time and date mentioned in the e-tender
notice by UPNEDA’s representatives in the presence of Bidders, who choose to be
present.
2.33.2 Second part (PART-B) containing Financial Bid shall be opened (after clarifications
and establishing technical suitability of the offer) as per schedule. Second part of only
those Bidders shall be opened whose first part (PART-A) shall be found commercially
clear and technically suitable
2.34 Right to withdraw the RfP and to reject any Bid
This RfP may be withdrawn or cancelled by UPNEDA at any time without assigning any
reasons thereof. UPNEDA further reserves the right, at its complete discretion, to reject
any one or all of the Bids without assigning any reasons whatsoever and without
incurring any liability on any account.
2.35 Confidentiality
The parties undertake to hold in confidence this RfP and RfP Documents and not to
disclose the terms and conditions of the transaction contemplated hereby to third parties,
except:
2.35.1 to their professional advisors;
2.35.2 to their officers, contractors, employees, agents or representatives, financiers, who need
to have access to such information for the proper performance of their activities;
2.35.3 disclosures required under applicable Law,
Provided that the Successful Bidder(s) agrees and acknowledges that any of the
Procurers may at any time, disclose the terms and conditions of the RfP and RfP
Documents to any person, to the extent stipulated under the applicable Law or the
Bidding Guidelines.
40
SECTION 3
EVALUATION CRITERIA
41
SECTION 3: EVALUATION CRITERIA
3.1 Bid Evaluation

The evaluation process comprises the following four steps:
 Step I – Responsiveness check
 Step II – Bid Evaluation of Non-Financial Bid
 Step III – Evaluation of Financial Bid
 Step IV – Successful Bidder(s) selection
3.1.1. STEP I – Responsiveness check
The Bid submitted by the Bidder shall be scrutinized to establish “Responsiveness”.

Each Bidder’s Bid shall be checked for compliance with the submission requirements set
forth in this RfP.
Any of the following conditions shall cause the Bid to be “Non-responsive”:
i. Bid not uploaded at e-procurement website complete with all documents.
ii. Bids that are incomplete, i.e. not uploaded any of the applicable formats inter alia
covering letter, power of attorney supported by a board resolution, applicable board
resolutions, format for disclosure, valid EMD, Consortium Agreement.
iii. Bid not received by the due date and time
iv. Bid having Conflict of Interest
v. Bid being conditional in nature
vi. Bidder submitting or participating in more than one Bid either as a Bidding Company or
as a Member of Bidding Consortium
vii. Bidder delaying in submission of additional information or clarifications sought by

UPNEDA as applicable;
viii. Non submission of Cost of Document, Processing fee and EMD in acceptable form
along with RfP document;
ix. Bidder makes any misrepresentation as specified in Clause 2.23.1.
3.1.2. STEP II–Evaluation of Non-Financial Bid
Step II (Evaluation of Non-Financial Bid -) will be carried out considering the information
furnished by Bidders as prescribed under Section 4 (Formats for Bid Submission). This
step would involve evaluation of the Bid of the Bidding Company/ Bidding Consortium as
per the provisions specified in Section 2 of this RfP.
42
3.1.3. Step III - Evaluation of Financial Bid
I. Financial Bids of the Qualified Bidders shall be downloaded in presence of the

representatives of such Qualified Bidders, who wish to be present, as per the timelines
indicated in this RfP, or such other date as may be intimated by UPNEDA to the Bidders.
The evaluation of Financial Bid shall be carried out based on the information furnished in
Envelope II (Financial Bid).
II. The Financial Bids submitted by the Bidders shall be scrutinized to ensure conformity
with the provisions of Clause 2.22.2 of this RfP. Any Bid not meeting any of the
requirements as per Clause 2.22.2 of this RfP may cause the Bid to be considered “Non-
responsive” at the sole decision of UPNEDA. Financial Bid not in conformity with the
requirement of Sl. No. (ii) and (iii) of Clause 2.22.2 of this RfP shall be rejected.
3.1.4. STEP IV – Successful Bidder(s) Selection
Bids qualifying in Step III shall only be evaluated in this stage.
I. The Ranking of the bidders will start from the bidder quoting the lowest Tariff . Bidder
quoting the lowest Fixed Tariff for 25 years shall be declared as the Successful Bidder
for the quantum of power (in MW) offered by such Bidder in its Financial Bid.
II. The selection process of the Successful Bidder as mentioned above in Clause I shall be
repeated for all the remaining Financial Bids of Qualified Bidders until the entire
Requisitioned Capacity is met or until the time when the balance of the Requisitioned
Capacity is less than the Minimum Bid Capacity.
III. At any step in the process in Clause II above, in case the Requisitioned Capacity has not
been achieved and the offered capacity of the Bidder with the lowest Fixed Tariff
amongst the remaining Financial Bids is larger than the balance Requisitioned Capacity,
any fraction or combination of fractions offered by such Bidder shall be considered for
selection, towards meeting the Requisitioned Capacity.
IV. The selection process shall stand completed once the Requisitioned Capacity has been
achieved through the summation of the quantum offered by the Successful Bidders or
when the balance of the Requisitioned Capacity is less than the Minimum Bid Capacity
i.e. less than 5MW. Provided however in case only one Bidder remains at any step of the
selection process and the balance Requisitioned Capacity exceeds the Minimum Bid
Capacity, Financial Bid(s) of such Bidder shall be considered and the selection of the
Bidder shall then be at the sole discretion of UPNEDA.
V. The Letter(s) of Intent shall be issued to all such Successful Bidder(s) selected as per
the provisions of this Clause 3.1.4.
43
VI. There shall be no negotiation on the Quoted Fixed Tariff between UPNEDA / Procurer
and the Bidder(s) during the process of evaluation.
VII. Each Successful Bidder shall unconditionally accept the LoI, and record on one (1) copy
of the LoI, “Accepted Unconditionally”, under the signature of the authorized signatory of
the Successful Bidder and return such copy to UPNEDA within seven (7) days of issue
of LoI.
VIII. If the Successful Bidder, to whom the Letter of Intent has been issued, does not fulfill
any of the conditions specified in Clauses 2.17 and 2.19, UPNEDA reserves the right to
annul the award of the Letter of Intent of such Successful Bidder. Further, in such a
case, the provisions of Clause 2.23.2 shall apply.
IX. UPNEDA, in its own discretion, has the right to reject any one or all Bids if the Single
Quoted Tariff is not aligned to the prevailing market prices.
44
SECTION 4
FORMATS FOR BID

SUBMISSION
45
SECTION 4: FORMATS FOR BID SUBMISSION
The following formats are required to be submitted as part of the Bid. These formats are
designed to demonstrate the Bidder’s compliance with the Qualification
Requirements set forth in Clause 2.11 of Section 2 and other Bid submission requirements
specified in the RfP.
i. Format of Covering Letter (Format 4.1)
ii. Formats for Power of Attorney (Format 4.2)
iii. Format for the Consortium Agreement (Format 4.3)
iv. Format for Qualification Requirement (Format 4.4)
v. Format for Board Resolutions (Format 4.5)
vi. Format for EMD (Format 4.6)
vii. Format for Financial Bid (Format 4.7)
viii. Format for Disclosure (Format 4.8)
ix. Format for Performance Bank Guarantee (Format 4.9)
x. RfP Document (Format 4.10)
46
Format 4.1: Covering Letter
(The covering letter should be on the Letter Head of the Bidding Company/ Lead Member of the
Bidding Consortium)
Date: _____________________
From: ____________________(Insert name and address of Bidding Company/
Lead Member of the Bidding Consortium)
____________________
_____________________
Tel.#:
Fax#:
E-mail address#
To,
Director,
Phone: 0522-2720652
Fax: 0522-2720779, 2720829
Sub: Response to RfP for “Selection of Developer(s) for Procurement of 1000 MW Power
from Grid Connect Solar PV Power Projects through Tariff Based Competitive
Bidding Process” dated ……….. [Insert date]
Dear Madam/Sir,
We, the undersigned ……. [insert name of the‘Bidder’] having read, examined and understood
in detail the RfP and RfP Documents for Selection of Developer(s) for Procurement of 1000 MW
Power from Grid Connect Solar PV Power Projects through Tariff Based Competitive Bidding
Process for meeting the requirements of the Procurer(s) hereby submit our Bid comprising of
Financial Bid and Non-Financial Bid. We confirm that neither we nor any of our Parent
Company/ Affiliate/ Ultimate Parent Company has submitted Bid other than this Bid directly or
indirectly in response to the aforesaid RfP.
1. We give our unconditional acceptance to the RfP, dated ……………..…. [Insert date
indd/mm/yyyy] and RfP Documents attached thereto, issued by UPNEDA, as amended. In
token of our acceptance to the RfP Documents, the same have been initialed by us and
enclosed to the Bid. We shall ensure that the Seller shall execute such RfP Documents as
per the provisions of the RfP and provisions of such RfP Documents shall be binding on us.
47
2. We confirm that our Bid meets the following conditions:

a. The Scheduled Delivery Date is not later than the date specified in the RfP, subject to
the provisions of the PPA.
b. The quantum of capacity offered in our Bid is …………. MW (Insert total capacity
offered) which is equal to or greater than the Minimum Bid Capacity. The Solar PV
Project is going to be located at ……………… (insert location of project)
3. EMD
We have enclosed a EMD of Rs. ………….. (Insert Amount), in the form of bank guarantee
no…………. (Insert number of the bank guarantee) dated ………. [Insert date of bank
guarantee] as per Format 4.6 from ………… (Insert name of bank providing EMD) and valid
up to………….in terms of Clause 2.13 of this RfP. The offered quantum of power by us is
…………. MW (Insert total capacity offered)
4. We have submitted our Financial Bid strictly as per Schedule B of this RfP, without any
deviations, conditions and without mentioning any assumptions or notes for the Financial
Bid in the said format.
5. Acceptance
We hereby unconditionally and irrevocably agree and accept that the decision made by
UPNEDA in respect of any matter regarding or arising out of the RfP shall be binding on us.
We hereby expressly waive any and all claims in respect of Bid process.
We confirm that there are no litigations or disputes against us, which materially affect our
ability to fulfill our obligations with regard to supply of power.
6. Familiarity with Relevant Indian Laws & Regulations

We confirm that we have studied the provisions of the relevant Indian laws and regulations
as required to enable us to submit this Bid and execute the RfP Documents, in the event of
our selection as Successful Bidder. We further undertake and agree that all such factors as
mentioned in Clause 2.24 of RfP have been fully examined and considered while submitting
the Bid.
7. Contact Person
Details of the contact person are furnished as under:
Name : …………………………………….
Designation : ………………………………………..
Company : …………………………………….
Address : …………………………………….
Phone Nos. : ……………………………………….
Fax Nos. : ………………………………………….
E-mail address: …………………………………………..
48
8. It is confirmed that our Bid is consistent with all the requirements of submission as stated in
the RfP and subsequent communications from UPNEDA.
9. The information submitted in our Bid is complete, strictly as per the requirements stipulated
in the RfP and is correct to the best of our knowledge and understanding. We would be
solely responsible for any errors or omissions in our Bid.
10. “We undertake that we shall not submit any bid, on the basis of the same generation source
and quantum of capacity from such source as mentioned in our Bid, in any other bid process
till the time of selection of Successful Bidder and issue of LoI or the termination of the
process, whichever is earlier, subject to a maximum of period of one hundred and eighty
(180) days from the Bid Deadline.”
11. (Insert in case of incorporation of Project Company by the Bidding Company/Bidding
Consortium) We undertake that if we are selected as the Successful Bidder we shall transfer
all Consents, Clearances and Permits in the name of the Project Company within the period
specified in the PPA, if such Consents, Clearances and Permits have been obtained in the
name of a company other than the Project Company prior to the submission of our Bid.
12. We confirm that the Financial Bid conform(s) to all the conditions in the RfP including:
a. The tariff quoted by us is the Fixed tariff for 25 years of PPA, and same shall be paid by
procurer for the tenure of PPA per kWh of power injected into grid.
b. Financial Bid is/are as per Bid Schedule B and is submitted duly signed by the
authorized signatory.
c. Financial Bid is/are unconditional
13. We confirm that all the terms and conditions of our Bid are valid for acceptance for a period
of one hundred and eighty (180) days from the Bid Deadline.
14. We confirm that we have not taken any deviation so as to be deemed non-responsive with
respect to the provisions stipulated in Clause 2.22, of this RfP.
15. We have neither made any statement nor provided any information in this Bid, which to the
best of our knowledge is materially inaccurate or misleading. Further, all the confirmations,
declarations and representations made in our Bid are true and accurate. In case this is
found to be incorrect after our selection as Successful Bidder, we agree that the same would
be treated as a Seller’s event of default under PPA, and consequent provisions of PPA shall
apply
Dated the _________ day of _________, 20__
Thanking you,
Yours faithfully,
[Signature, Name and Designation Person Authorized by the board as per Clause 2.22.1iv (a)]
49
Format 4.2: Power of Attorney
Format for Power of Attorney to be provided by each of the other members of the
Consortium in favor of the Lead Member
POWER OF ATTORNEY
(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to
place of execution.)
KNOW ALL MEN BY THESE PRESENTS THAT M/s…………….…………….having its

registered office at …………………………..…….., …..,..…and M/s …………………….…. having
its registered office at ………………………………….. , (Insert names and registered offices of
all Members of the Consortium) the Members of Consortium have formed a Bidding Consortium
named …………. (insert name of the Consortium) (hereinafter called the ‘Consortium’) vide
Consortium Agreement dated………..……………….. and having agreed to appoint
M/s……………………………..…as the Lead Member of the said Consortium do hereby
constitute, nominate and appoint M/s…………….…………..a company incorporated under the
laws of ……….………and having its Registered /Head Office at ……………………..……….as
our duly constituted lawful Attorney (hereinafter called as Lead Member) to exercise all or any
of the powers for and on behalf of the Consortium in regard to submission of the Bid and if
required, submission of Bid against RfP (in the event selected as the qualified Bidder). We also
authorize the said Lead Member to undertake the following acts
i) To submit Bid on behalf of Consortium Members.
ii) To do any other act or submit any information and document related to the above Bid.
It is expressly understood that in the event of the Consortium being selected as Successful
Bidder, this Power of Attorney shall remain valid, binding and irrevocable until the Bidding
Consortium achieves execution of PPA.
We as the Member of the Consortium agree and undertake to ratify and confirm all whatsoever
the said Attorney/Lead Member has done on behalf of the Consortium Members pursuant to
this Power of Attorney and the same shall bind us and deemed to have been done by us.
IN WITNESS WHEREOF M/s …………………………………………..……., as the Member of the
Consortium have executed these presents on this……….. day of ........under the
Common Seal of our company.
For and on behalf of Consortium Member
M/s………………………….
--------------------------------
[Signature, Name and Designation Person Authorized by the board as per Clause 2.22.1 iv (b)]
(Name Designation Place: Date :)
50
Accepted
---------------------------------
(Signature, Name, Designation and Address of the person authorised by the board of the Lead
Member as per Clause 2.22.1 iv (a))
Attested
---------------------
(Signature of the executant)
------------------------------
(Signature & stamp of Notary of the place of execution)
Place: ----------------
Date: ------------------.
51
Format 4.3: Consortium Agreement
(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of
execution, duly signed on each page. Foreign entities submitting Bid are required to follow the
applicable law in their country)
FORM OF CONSORTIUM AGREEMENT BETWEEN

M/S........................................, M/S.........................................,
M/S..................................... AND M/S...................................

FOR (……………………………)
AS PER CLAUSE 2.13
THIS Consortium Agreement (hereinafter referred to as “Agreement”) executed on

this....................... day of ..................Two thousand.................. between
M/s......................................................................... a company incorporated under the laws of
...................................... and having its Registered Office at ................................ (Hereinafter
called the "Party 1”, which expression shall include its successors, executors and permitted
assigns), M/s ...................................................... a company incorporated under the laws of
......................................and having its Registered Office at ................................ (Hereinafter
called the "Party 2”, which expression shall include its successors, executors and permitted
assigns) and M/s....................................................... a Company incorporated under the laws of
......................................................... and having its Registered Office at
............................................................ (hereinafter called the "Party n", which expression shall
include its successors, executors and permitted assigns) (The Bidding Consortium should list
the name, address of its registered office and other details of all the Consortium Members) for
the purpose of submitting the Bid in response to the RfP and in the event of selection as
Successful Bidder to comply with the requirements as specified in the RfP and ensure execution
of the RfP Documents as may be required to be entered into with UPNEDA.
Party 1, Party 2, and Party n are hereinafter collectively referred to as the “Parties” and
individually as a “Party”.
WHEREAS UPPCL desired to procure power from Grid Connect Solar PV Power Projects
through tariff based competitive bidding process.
WHEREAS, UPNEDA had invited Bids, vide RfP dated …. [Insert date] issued to…………….
[Insert the name of purchaser of RfP]
AND WHEREAS Clause 2.11.2 of the RfP stipulates that the Bidders qualifying on the strength
of a Bidding Consortium shall submit a legally enforceable Consortium Agreement in a format
specified in the RfP, whereby the Consortium Members undertake to be liable for their
respective equity investment commitment for the formation of a Project Company and undertake
52
to submit the Performance Bank Guarantee as required as per the provisions of the RfP, as
specified herein.
NOW THEREFORE, THIS INDENTURE WITNESSTH AS UNDER:
In consideration of the above premises and agreement all the parties in this Consortium do
hereby mutually agree as follows:
1. In consideration of the selection of the Consortium as the Successful Bidder by

UPNEDA, we the Members of the Consortium and Parties to the Consortium Agreement do
hereby unequivocally agree that M/s........................................................... (Insert name of
the Lead Member), shall act as the Lead Member as defined in the RfP for self and agent for
and on behalf of ………. (The names of all the other Members of the Consortium to be filled
in here).
2. The Lead Member is hereby authorized by the Members of Consortium and Parties to the
Consortium Agreement to bind the Consortium and receive instructions for and on behalf of
all Members.
3. The Lead Member shall be liable and responsible for ensuring the individual and collective
commitment of each of the Members of the Consortium in discharging all their respective
equity obligations. Each Consortium Member further undertakes to be individually liable for
the performance of its part of the obligations without in any way limiting the scope of
collective liability envisaged in this Agreement.
4. (Insert as applicable) The Consortium shall be responsible to incorporate a Project

Company as a legal entity as per the provisions of the RfP, within fifteen (15) days of issue
of LoI provided such a Project Company has not been incorporated by the Bidder prior to
the submission of the Bid.
OR
The Consortium has incorporated a Project Company by the name ……….. (Insert name of
the Project Company) to undertake the responsibilities and obligations for supply of power
as per the provisions of the RfP Documents.
The percentage of equity holding of each Member of the Consortium in the Project
Company shall be/is as follows:
Name Percentage of equity holding in

the Project Company
Party 1
Party 2
…….
Party n
Total 100%
53
(Note: The percentage equity holding for any Consortium Member in the Project
cannot be Zero in the above table.)
5. In case of any breach of any of the equity investment commitment as specified under clause
4 above by any of the Consortium Members for the formation of the Project Company, the
Lead Member shall be liable to meet the equity obligation.
6. Except as specified in the Agreement, it is agreed that sharing of responsibilities as

aforesaid and equity investment obligations thereto shall not in any way be a limitation of
responsibility of the Lead Member under these presents.
7. It is further specifically agreed that the financial liability for equity contribution of Lead
Member shall, not be limited in any way so as to restrict or limit its liabilities. The Lead
Member shall be liable irrespective of their scope of work or financial commitments.
8. This Consortium Agreement shall be construed and interpreted in accordance with the Laws
of India and courts at Lucknow alone shall have the exclusive jurisdiction in all matters
relating thereto and arising there under.
9. It is hereby agreed that the Lead Member shall furnish the EMD, as stipulated in the RfP, on
behalf of the Consortium.
10. It is hereby agreed that in case of selection of Bidding Consortium as the Successful Bidder,
the Parties to this Consortium Agreement do hereby agree that they shall furnish the
Performance Bank Guarantee on behalf of the Seller in favor of the Procurer(s), as
stipulated in the RfP and PPA. The Lead Member shall be responsible for ensuring the
submission of the PBG on behalf of all the Consortium Members.
11. It is further expressly agreed that the Consortium Agreement shall be irrevocable and, for
the Successful Bidder, shall remain valid over the term of the PPA, unless expressly agreed
to the contrary by the Procurer(s).
12. The Lead Member is authorized and shall be fully responsible for the accuracy and veracity
of the representations and information submitted by the Consortium Members respectively
from time to time in response to the RfP for the purposes of the Bid.
13. It is expressly understood and agreed between the Members that the responsibilities and
obligations of each of the Members shall be as delineated as annexed hereto as Annexure-I
forming integral part of this Agreement. It is further agreed by the Members that the above
sharing of responsibilities and obligations shall not in any way be a limitation of joint and
several responsibilities and liabilities of the Members, with regards to all matters relating to
the supply of power envisaged in the RfP Documents.
14. It is clearly agreed that the Lead Member shall ensure performance under the agreements
and if one or more Consortium Members fail to perform its /their respective obligations under
54
the agreement(s), the same shall be deemed to be a default by all the Consortium
Members.
15. It is hereby expressly agreed between the Parties to this Consortium Agreement that neither
Party shall assign or delegate its rights, duties or obligations under this Agreement except
with prior written consent of the Procurer(s).
This Consortium Agreement

(a) has been duly executed and delivered on behalf of each Party hereto and constitutes the
legal, valid, binding and enforceable obligation of each such Party,
(b) sets forth the entire understanding of the Parties hereto with respect to the subject matter
hereof;
(c) may not be amended or modified except in writing signed by each of the Parties and with
prior written consent of Procurer(s):
IN WITNESS WHEREOF, the Parties to the Consortium Agreement have, through their
authorized representatives, executed these presents and affixed common seals of their
respective companies on the Day, Month and Year first mentioned above.
Common Seal of ................ has been For and on behalf of Consortium Member
affixed in my/our presence pursuant to the (party 1) M/s………………………….
Board of Director’s resolution
dated......................
……………………………….. ………………………………………
(Signature) (Signature of authorized representative)
Name: …………………. Name: ………………………..
Designation:………………….. Designation: ……………………..
Place: …………………….
Date: …………………………
Witness1:
1.
…………………………………….
(Signature)
Name ……………………………….
Designation...........…………………..
1
Separate witness for each Consortium Member should fill in the details.
55
2.
…………………………………….
(Signature)
Name ……………………………….
Designation...........…………………..
Common Seal of ................ has been For and on behalf of Consortium
affixed in my/our presence pursuant to the Member (Party n)
Board of Director’s resolution dated M/s………………………….
......................
……………………………….. ………………………………………
(Signature) (Signature of authorized representative)
Name: …………………. Name: ………………………..
Designation:………………….. Designation: ……………………..
Place: …………………….
Date: …………………………
Witness2:
1.
…………………………………….
(Signature)
Name ……………………………….
Designation...........…………………..
2.
…………………………………….
(Signature)
Name ……………………………….
Designation...........…………………..
Attested:
…………………………….
(Signature)
(Notary Public)
Place: ………………………….
Date: …………………………….
2
Separate witness for each Consortium Member should fill in the details.
56
Format 4.4 (A): Qualification Requirement –Financial
[On the Letter Head of the Bidding Company/ Lead Member]
To,
Director,
Phone: 0522-2720652
Fax: 0522-2720779, 2720829
Website: www.upneda.in
Dear Madam/Sir,
Bidding Process” dated ……….. [insert date]
We submit our Bid for the total capacity of ……… MW [Insert total offered capacity in MW;]
and the location of the project is ………… [insert location of project] for which we submit
details of our Qualification Requirements.
[Note: Applicable in case of Bidding Company]

We certify that the Bidding Company/Member in a Bidding Consortium [Strike out if not
applicable] had a minimum Networth of Rs.----crore (Rupees ------ Crore) or equivalent US$
based on unconsolidated audited annual accounts of any of the last three (3) financial years ---
--[indicate last three financial years] [Strike out the financial years not applicable]. This
Networth has been calculated in accordance with instructions provided in Clause 2.10.1 of the
RfP.
For the above calculations, we have considered the Networth by Bidding Company and/ or its
Parent/ Affiliates for the financial year ______ as per following details:
Name of Company Relationship with Bidding Networth (Rs. Financial Year

Company* Crore)#
1
2
3
….
Total Networth
57
* The column for “Relationship with Bidding Company” is to be filled only in case the financial
capability of Parent/Affiliate has been used for meeting Qualification Requirements. Further,
documentary evidence to establish the relationship as on seven (7) days prior to the Bid
Deadline, duly certified by the company secretary/chartered accountant is required to be
attached with the format.
# The Networth shall be computed and evaluated on the basis of the sum total of the capacities
offered by the Bidder.
[Note: Applicable in case of Bidding Consortium]

(To be filled by each Member in a Bidding Consortium separately)
i. Name of Member:
ii. Total Networth requirement: Rs ______crores
iii. Percentage of equity commitment by the Member___%
iv. Networth requirement for the Member***: Rs. _______crores.
Networth Requirement to be met by Member in Proportion to the Equity Commitment: Rs.---------

----Crore (Equity Commitment (%) * Rs. [ ] Crore)
For the above calculations, we have considered Networth by Member in Bidding Consortium
and/ or Parent/ Affiliate for financial year ______ as per following details:
Name ofCompany Relationship with Member*(Parent/ Networth**(Rs. Crore)

Affiliate)
Company 1
---
---
Total
* The column for “Relationship with Bidding Company” is to be filled only in case the financial
capability of Parent/Affiliate has been used for meeting Qualification Requirements. Further,
documentary evidence to establish the relationship as on seven (7) days prior to the Bid
Deadline, duly certified by the company secretary/chartered accountant is required to be
attached with the format.
** Networth requirement to be met by a Member shall be in proportion to the equity

commitment of the Member for the Project Company, the Networth shall be computed and
evaluated on the basis of the sum total of the capacity offered by the Bidder in its Financial
Bids.
58
Yours faithfully
(Signature & Name of the person Authorised (Signature and Stamp of

By the board) Charted Accountant/ Statutory Auditor)
Date:
Note:
Along with the above format, in a separate sheet, provide details of computation of Networth
duly certified by Statutory Auditor.
59
Format 4.4 (B): Qualification Requirement – Technical
(This format should be on the Letter Head of the Bidding Company/ Lead Member of the
Bidding Consortium)
To,
Director,
Phone: 0522-2720652
Fax: 0522-2720779, 2720829
Dear Madam/Sir,
We hereby submit following details/documents in support of meeting the Qualification

Requirements prescribed in Clause 2.10.2.
2.35.3.1 Type of Company

The Bidder should be a Company (Bidding Company) or a Consortium of Companies
(Bidding Consortium) with one of the Company acting as the Lead Member of the Bidding
Consortium. Short listing of Bidders will be based on meeting the Qualification Requirement
as specified below:-
i. The Bidder should be a company, as defined in the Electricity Act, 2003 and incorporated
under the Company's Act, 1956 and are eligible on standalone basis or as a part of the
bidding consortium.
ii. A foreign company on standalone basis or as a member of consortium at RfP stage. But
before signing of PPA it has to form an Indian Company registered under the Company
Act, 1956;
iii. Companies shortlisted in RfP can also execute the project through a Special Purpose
Vehicle (SPV). However the SPV has to be formed before signing of PPA.
Limited Liability Partnerships (LLPs) are not eligible for participation.
60
The bidder is required to undertake to furnish evidence of meeting the above eligibility criteria in
line with provisions of Clause 2.10.2.2 under the title “Financial Closure”.
Yours faithfully
(Signature & Name of the person Authorised By the board)
Date:
61
Format 4.4 (C): Qualification Requirement – Consents, Clearances and Permits
(This format should be on the Letter Head of the Bidding Company/ Lead Member of the
Bidding Consortium)
To,
Director,
Phone: 0522-2720652
Fax: 0522-2720779, 2720829
Dear Madam/Sir,
Sub: Response to RfP for “Selection of Developer(s) for Procurement of 1000MW Power
We hereby submit following details/documents in support of meeting the Qualification

Requirements prescribed in Clause 2.10.3.
1. LAND (Requirement of land would be considered as indicated in the proposal filed with the
competent authority for according No Objection Certificate (NOC) for the Project):
In case of land to be acquired under the Land Acquisition Act 1894 or its equivalent -
We declare that the total land, as indicated in the application filed with the competent
authority for according No Objection Certificate, is being acquired under the Land
Acquisition Act 1894 and copy of notification issued for such land under Section 6 of the
Land Acquisition Act, 1894 is enclosed.
In all other cases - We declare that the total land/space (like canal/drain) for setting up the
solar PV power project as indicated in the application filed with the competent authority for
according No Objection Certificate, has been allotted and is in possession and the certificate
by concerned and competent revenue / registration authority for allotment of the land/space
for setting up the project is enclosed.
In case of non-availability of land/space – We declare that the documentary evidence will

be produced by us for the availability of land or copy of (NOC) from the irrigation /concerned
department as per terms and conditions laid down by the irrigation /concerned department
for making available the proposed canal /drain for setting up solar power projects within 150
days of the signing of PPA and will provide evidence that the requisite technical criteria have
62
been fulfilled and required land for project development @ 1.5 Hectares/MW is under clear
possession of the project developer or the NOC from the Irrigation/concerned department
has been obtained for the canal/drain on which the project developer wishes to install the
required capacity . In a case under non fulfillment of documentary evidence of Land/space
for setting up the project will implicate the penalties as mentioned under Clause 2.29 of the
RfP.
2. Grid Connectivity
1. After selection as successful Bidder We will approach to Discom / Transco for providing
connectivity for our solar PV power project of … MW proposed to be located at ______
[Insert location of the Project if being established in UP], with the State grid at
appropriate voltage level.
2. We confirm that the location of our plant will be technically feasible for the connectivity of
our plant with the State grid from the Discom / Transco Substation within seven months
of signing of PPA.
3. If our project comes in the Bundelkhand region or in Purvanchal region we confirm that
we will approach State Nodal Agency i.e. UPNEDA for consent on Grid Connectivity.
3. Technology
The detail of the technology used/to be used are uploaded as per the standards as
mentioned in Annexure A.
Yours faithfully
(Signature & Name of the person Authorised By the board)
Date:
63
Format 4.5: Board Resolution
(Format for the Board resolution to be passed)
The Board, after discussion, at the duly convened Meeting on ………… (Insert date), with the
consent of all the Directors present and in compliance of the provisions of the Companies Act,
1956, passed the following Resolution:
1. RESOLVED THAT Mr/Ms………………., be and is hereby authorized to do on our behalf, all

such acts, deeds and things necessary in connection with or incidental to our Response to
RfP for “Selection of Developer(s) for Procurement of 1000 MW Power from Grid Connect
Solar PV Power Projects through Tariff Based Competitive Bidding Process” by the
UPNEDA /Procurer(s)” in the country of India, including signing and submission of all
documents and providing information / Bid to UPNEDA, representing us in all matters before
UPNEDA / Procurer(s), and generally dealing with UPNEDA / Procurer(s) in all matters in
connection with our bid for the said Project. (To be provided by the Bidding Company or
the Lead Member of the Consortium)
2. FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act, 1956and
compliance thereof and as permitted under the Memorandum and Articles of Association of
the company, approval of the Board be and is hereby accorded to invest total equity in the
Project. (To be provided by the Bidding Company)
[Note: In the event the Bidder is a Bidding Consortium, in place of the above
resolution at Sl. No. 2, the following resolutions are to be provided]
FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act, 1956and
compliance thereof and as permitted under the Memorandum and Articles of Association of
the company, approval of the Board be and is hereby accorded to invest (-----%) equity
[Insert the % equity commitment as specified in Consortium Agreement] in the Project. (To
be provided by the each Member of the Bidding Consortium including Lead Member
such that total equity is 100%)
FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to

participate in consortium with M/s ------------[Insert the name of other Members in the
Consortium] and Mr/Ms………………., be and is hereby authorized to execute the the
Consortium Agreement. Further, the RfP and RfP Project Documents have been read,
examined and understood and also the Bid has been reviewed and each element of the Bid
is agreed to. (To be provided by the each Member of the Bidding Consortium including
Lead Member)
FURTHER RESOLVED THAT Mr/Ms………………., be and is hereby authorized to execute

the Power of Attorney in favour of the Lead Member. (To be provided by the each Member
of the Bidding Consortium except the Lead Member)
64
And
FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to
contribute such additional amount over and above the percentage limit (specified for the
Lead Member in the Consortium Agreement) to the extent becoming necessary towards the
total equity share in the Project, obligatory on the part of the Consortium pursuant to the
terms and conditions contained in the Consortium Agreement dated …………… executed by
the Consortium as per the provisions of the RfP. (To be passed by the Lead Member of
the Bidding Consortium)
3. FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to M/s.
(Insert name of Bidding Company/ Consortium Member(s)) to use our financial capability for
meeting the Qualification Requirements for Response to RfP for “Selection of Developer(s)
for Procurement of 1000 MW Power from Grid Connect Solar PV Power Projects through
Tariff Based Competitive Bidding Process by UPNEDA” and confirm that all the equity
investment obligations of M/s…….(Insert Name of Bidding Company/ Consortium
Member(s)), shall be deemed to be our equity investment obligations and in the event of any
default the same shall be met by us. We have noted the amount of the Performance Bank
Guarantee required to be submitted as per Clause 2.19 of the RfP and confirm that in the
event of failure by ---- M/s…….(Insert Name of Bidding Company/ Consortium Member(s))
to submit the Performance Bank Guarantee, we shall submit the Performance Bank
Guarantee.
(To be passed by the Parent/Affiliate(s) whose financial credentials have been used.)
Certified true copy

----------------------------
(Signature, Name and stamp of Company Secretary/Director)
Notes:
1) This certified true copy should be submitted on the letterhead of the Company, signed by
the Company Secretary/Director.
2) Memorandum and Articles of Association of the Bidder and its Parent/Affiliate(s) whose
credentials have been used should be submitted.
3) The contents of the format may be suitably re-worded indicating the identity of the entity
passing the resolution.
4) This format may be modified only to the limited extent required to comply with the local
regulations and laws applicable to a foreign entity submitting this resolution. For example,
reference to Companies Act 1956 may be suitably modified to refer to the law applicable to
the entity submitting the resolution. However, in such case, the foreign entity shall submit an
unqualified opinion issued by the legal counsel of such foreign entity, stating that the Board
resolutions are in compliance with the applicable laws of the respective jurisdictions of the
issuing company and the authorizations granted therein are true and valid.
65
Format 4.6: EMD
FORMAT OF THE UNCONDITIONAL AND IRREVOCABLE BANK GUARANTEE FOR EMD
(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of
execution. Foreign entities submitting Bids are required to follow the applicable law in their
country.)
In consideration of the ……………. (Insert name of the Bidder) submitting the Bid inter alia for
Response to RfP for “Selection of Developer(s) for Procurement of 1000 MW Power from
Grid Connect Solar PV Power Projects through Tariff Based Competitive Bidding
Process” for meeting the requirements of UPNEDA in response to the RfP dated
……….[Insert date of RFP] issued by UPNEDA, (hereinafter referred to as UPNEDA /
Procurer(s)) and such UPNEDA / Procurer(s) agreeing to consider the Bid of ……… [Insert the
name of the Bidder] as per the terms of the RfP, the ………………………(Insert name and
address of the bank issuing the EMD, and address of the head office) (here in after referred to
as “Guarantor Bank”) hereby agrees unequivocally, irrevocably and unconditionally to pay to
UPNEDA / Procurer(s) or its authorized representative at Uttar Pradesh New & Renewable
Energy Development Agency, Vibhuti Khand, Gomti Nagar, Lucknow forthwith on demand in
writing from UPNEDA / Procurer(s) or any representative authorized by it in this behalf an
amount not exceeding Rupees ……………… (Rs………….…….) only [Insert amount not less
than as calculated as per Clause 2.18 of RfP], on behalf of M/s. ………………………..[Insert
name of the Bidder].
This guarantee shall be valid and binding on the Guarantor Bank up to and including
……………… (Insert date of validity of EMD in accordance with Clause 2.18 of this RfP) and
shall not be terminable by notice or any change in the constitution of the Guarantor Bank or by
any other reasons whatsoever and our liability hereunder shall not be impaired or discharged by
any extension of time or variations or alternations made, given, or agreed with or without our
knowledge or consent, by or between concerned parties.
Our liability under this Guarantee is restricted to Rupees …………………….. (Rs…………….)

only. Our Guarantee shall remain in force until …………………….. [Date to be inserted by
UPNEDA / Procurer(s)] or its authorized representative shall be entitled to invoke this
Guarantee until ……………………….. [Insert Date, which is six (6) months after the date in the
preceding sentence].
The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the
written demand from UPNEDA / Procurer(s) or its authorized representative, made in any
format, raised at the above mentioned address of the Guarantor Bank, in order to make the said
payment to UPNEDA / Procurer(s) or its authorized representative.
The Guarantor Bank shall make payment hereunder on first demand without restriction or
66
conditions and notwithstanding any objection, disputes, or disparities raised by the Bidder or
any other person. The Guarantor Bank shall not require UPNEDA / Procurer(s) or its authorized
representative to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank
have any recourse against UPNEDA / Procurer(s) or its authorized representative in respect of
any payment made hereunder.
This BANK GUARANTEE shall be interpreted in accordance with the laws of India and the
courts at Lucknow shall have exclusive jurisdiction.
The Guarantor Bank represents that this BANK GUARANTEE has been established in such
form and with such content that it is fully enforceable in accordance with its terms as against the
Guarantor Bank in the manner provided herein.
This BANK GUARANTEE shall not be affected in any manner by reason of merger,
amalgamation, restructuring, liquidation, winding up, dissolution or any other change in the
constitution of the Guarantor Bank.
This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and accordingly,
UPNEDA / Procurer(s) or its authorized representative shall not be obliged before enforcing this
BANK GUARANTEE to take any action in any court or arbitral proceedings against the Bidder,
to make any claim against or any demand on the Bidder or to give any notice to the Bidder to
enforce any security held by UPNEDA / Procurer(s) or its authorized representative or to
exercise, levy or enforce any distress, diligence or other process against the Bidder.
The Guarantor Bank acknowledges that this BANK GUARANTEE is not personal to the
UPNEDA / Procurer(s) and may be assigned, in whole or in part, (whether absolutely or by way
of security) by the UPNEDA / Procurer(s) to any entity to whom it is entitled to assign its rights
and obligations under the RFP Documents.
The Guarantor Bank hereby agrees and acknowledges that UPNEDA / Procurer(s) shall have a
right to invoke this Bank Guarantee either in part or in full, as it may deem fit.
Notwithstanding anything contained hereinabove, our liability under this Guarantee is restricted
to Rs .……………………………….. (Rs……………… only) and it shall remain in force until
……………………….. [Date to be inserted on the basis of Clause 2.18 of RfP], with an
additional claim period of six(6) months thereafter. We are liable to pay the guaranteed amount
or any part thereof under this BANK GUARANTEE only if UPNEDA / Procurer(s) or its
authorized representative serves upon us a written claim or demand.
In witness whereof the Bank, through its authorized officer, has set its hand and stamp on this
…………….. day of ……………………… at …………………….
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Witness: Signature
1. ……………………………………. Name:
Signature Designation with Bank Stamp
Name and address.
2. …………………………………..
Signature
Name and address
Attorney as per power of attorney No. …………………
For:
……………………………………………. [Insert Name of the Bank]
Banker’s Stamp and Full Address:

Dated this ………………… day of …………… 20…..
Note: The Stamp Paper should be in the name of the Executing Bank.
68
Format 4.7: Disclosure
(On the Letter Head of Bidding Company / Each Member in a Bidding Consortium)
Disclosure
To,
Director,
Phone: 0522-2720652
Fax: 0522-2720779, 2720829
Sub: Bidders’ Disclosure for Response to RfP for “Selection of Developer(s) for
Procurement of 1000 MW Power from Grid Connect Solar PV Power Projects
through Tariff Based Competitive Bidding Process” dated ……….. [insert date]
Dear Madam/Sir,
We hereby declare that our Parent, Affiliate or Ultimate Parent with which we have direct or
indirect relationship are not separately participating in this Bid.
We further declare that the above statement is true & correct. We are aware that if at any stage
it is found to be incorrect, our Bid will be rejected and if LoI has been issued, the same will be
cancelled and the available bank guarantees will be encashed.
Dated the _________ day of _________, 20__
Thanking you,
Yours faithfully,
[Signature, Name and Designation Person Authorized by the board]
69
Format 4.8: Performance Bank Guarantee
(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to
place of execution. Foreign entities submitting Bids are required to follow the applicable
law in their country.)
(Note: - Total Performance Guarantee is to be submitted in 3 Nos. of Bank Guarantee in the

ratio of 20%, 40% & 40% Value.)
In consideration of the ……………………..[Insert name of the Successful Bidder with address]

agreeing to undertake the obligations under the PPA and the other RfP Documents and
UPNEDA / Procurer(s)(herein after referred to as UPNEDA / Procurer(s)), agreeing to execute
the RfP Documents with the Successful Bidder for “Procurement of 1000MW Power from
Grid Connect Solar PV Power Projects through Tariff Based Competitive Bidding
Process” for meeting the requirements of UPNEDA Procurer(s), the
………………………………. [Insert name and address of the bank issuing the guarantee and
address of the head office] (hereinafter referred to as “Guarantor Bank”) hereby agrees
unequivocally, irrevocably and unconditionally to pay to the UPNEDA / Procurer(s) at Uttar
Pradesh New & Renewable Energy Development Agency, Vibhuti Khand, Gomti Nagar,
Lucknow forthwith on demand in writing from the UPNEDA / Procurer(s) or any Officer
authorized by it in this behalf, any amount up to and not exceeding Rupees
………………………….. only [Insert the amount of the bank guarantee computed on the basis of
thirty (30) lakhs/MW with respect to the Contracted Capacity of UPNEDA / Procurer(s) as per
the terms of PPA] on behalf of M/s. …………………………………. [Insert name of the
Successful Bidder].
This guarantee shall be valid and binding on the Guarantor Bank up to and including
……………………….[Insert date of validity of PBG] and shall in no event not be terminable by
notice or any change in the constitution of the Bank or the term of the PPA or by any other
reasons whatsoever and our liability hereunder shall not be impaired or discharged by any
extension of time or variations or alternations made, given, or agreed with or without our
knowledge or consent, by or between parties to the respective agreement.
Our liability under this Guarantee is restricted to Rs. ………………….. (Rs.

…………………………….. only). Our Guarantee shall remain in force
until……………………………………….. [Insert the date of validity of the Guarantee as per
Clause 2.19 of the RfP]. UPNEDA / Procurer(s) shall be entitled to invoke this Guarantee up to
six(6) months of the validity of this Guarantee by issuance of a written demand to invoke this
guarantee.
The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the
written demand from UPNEDA / Procurer(s), made in any format, raised at the above
mentioned address of the Guarantor Bank, in order to make the said payment to UPNEDA /
Procurer(s).
70
The Guarantor Bank shall make payment hereunder on first demand without restriction or
conditions and notwithstanding any objection by,………………………..[Insert name of the
Successful Bidder] and/or any other person. The Guarantor Bank shall not require UPNEDA /
Procurer(s) to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank
have any recourse against UPNEDA / Procurer(s) in respect of any payment made hereunder.
This BANK GUARANTEE shall be interpreted in accordance with the laws of India and the
courts at Lucknow shall have exclusive jurisdiction.
The Guarantor Bank represents that this BANK GUARANTEE has been established in such
form and with such content that it is fully enforceable in accordance with its terms as against the
Guarantor Bank in the manner provided herein.
This BANK GUARANTEE shall not be affected in any manner by reason of merger,
amalgamation, restructuring, liquidation, winding up, dissolution or any other change in the
constitution of the Guarantor Bank.
This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and accordingly
UPNEDA / Procurer(s) shall not be obliged before enforcing this BANK GUARANTEE to take
any action in any court or arbitral proceedings against the Successful Bidder/Seller, to make any
claim against or any demand on the Successful Bidder/Seller or to give any notice to the
Successful Bidder/Seller or to enforce any security held by UPNEDA / Procurer(s) or to
exercise, levy or enforce any distress, diligence or other process against the Successful
Bidder/Seller.
The Guarantor Bank acknowledges that this BANK GUARANTEE is not personal to UPNEDA /
Procurer(s) and may be assigned, in whole or in part, (whether absolutely or by way of security)
by UPNEDA / Procurer(s) to any entity to whom it is entitled to assign its rights and obligations
under the PPA.
The Guarantor Bank hereby agrees and acknowledges that UPNEDA / Procurer(s) shall have a
right to invoke this Bank Guarantee either in part or in full, as it may deem fit.
Notwithstanding anything contained hereinabove, our liability under this Guarantee is restricted
to Rs. …………………..crores (Rs. ………………….. crores only) and it shall remain in force
until ………………………[Date to be inserted on the basis of Article …………….of PPA], with an
additional claim period of six (6) months thereafter. This BANK GUARANTEE shall be
extended from time to time for such period, as may be desired by
…………………………………….. [Insert name of the Successful Bidder/Seller]. We are liable to
pay the guaranteed amount or any part thereof under this Bank Guarantee only if UPNEDA /
Procurer(s) serves upon us a written claim or demand.
In witness whereof the Bank, through its authorized officer, has set its hand and stamp on this
71
…………….. day of ……………………… at …………………….
Witness: Signature
1. ……………………………………. Name:
Signature Designation with Bank Stamp
Name and address.
2. …………………………………..
Signature
Name and address
Attorney as per power of attorney No. …………………
For:
……………………………………………. [Insert Name of the Bank]
Banker’s Stamp and Full Address:

Dated this ………………… day of …………… 20…..
Notes:
The Stamp Paper should be in the name of the Executing Bank. This date shall be one (1)
month after the Bid Validity.
72
Annexure A
Solar PV Projects
Technical Parameter of PV Module and various other components for use in Grid
Connected Solar Power Plants
The following are some of the technical measures required to ensure quality of the equipment
used in grid connected solar Photovoltaic power projects.
1. PV Module Qualification
1.1 The PV modules used in the grid connected solar PV power projects must qualify to the
latest edition of any of the following IEC PV module qualification test or equivalent BIS
standards.
Crystalline Silicon Solar Cell Modules IEC 61215
Thin Film Modules IEC 61646
Concentrator PV modules IEC 62108
2.1 In addition, PV modules must qualify to IEC 61730 for safety qualification testing. For the
PV modules to be used in a highly corrosive atmosphere throughout their lifetime, they
must qualify to IEC 61701.
2.Power Conditioners/ Inverters

The Power Conditioners/ Inverters of the SPV power plants must conform to the latest
edition of IEC/ equivalent Standards as specified below:
Efficiency Measurements : IEC61683
Environmental Testing : IEC 60068 -2/IEC 62093
EM Compatibility (EMC): IEC 61000-6-2, IEC 61000-6-4 & other relevant parts of IEC 61000
Electrical safety: IEC 62103/IEC 62109-1&2
Anti Islanding Protection : IEEE 1547/IEC 62116/UL 1741 or equivalent BIS Standards
3 Other Sub-systems/ Components:

Other subsystems/components used in the SPV power plants (Cables, Connectors, Junction
Boxes, Surge Protection Devices, etc.) must also conform to the relevant international/national
Standards for Electrical Safety besides that for Quality required for ensuring Expected Service
Life and Weather Resistance. It is recommended that the Cables of 600-1800 Volts DC for
outdoor installations should comply with the BS EN 50618:2014/2pfg 1169/08.2007 for service
life expectancy of 25 years.
73
4. Authorized Test Centers

The PV modules/Power Conditioners deployed in the power plants must have valid test
certificates for their qualification as per above specified IEC/ BIS Standards by one of the
NABL Accredited Test Centers in India. In case of module types like Thin Film and CPV /
equipment for which such Test facilities may not exist in India at present, test certificates
from reputed ILAC Member Labs abroad will be acceptable.
5. Warranty
PV modules used in grid solar power plants must be warranted for output wattage, which
should not be less than 90% (ninety per cent) at the end of 10 (ten) years and 80%
(eighty per cent) at the end of 25 (twenty-five) years.
6. Identification and Traceability
Each PV module used in any solar power project must use a RF identification tag. The
following Information must be mentioned in the RFID used on each module (This can be
inside or outside the laminate, but must be able to withstand harsh environmental
conditions.)
3.30.1.1.1.1 Name of the manufacturer of PV Module
3.30.1.1.1.2 Name of the Manufacturer of Solar cells
3.30.1.1.1.3 Month and year of the manufacture (separately for solar cells and
module)
3.30.1.1.1.4 Country of origin (separately for solar cells and module)
3.30.1.1.1.5 I-V curve for the module at Standard Test Condition (1000 W/m2, AM 1.5,
250C)
3.30.1.1.1.6 Wattage, Im, Vm and FF for the module
3.30.1.1.1.7 Unique Serial No and Model No of the module
3.30.1.1.1.8 Date and year of obtaining IEC PV module qualification certificate
3.30.1.1.1.9 Name of the test lab issuing IEC certificate
3.30.1.1.1.10 Other relevant information on traceability of solar cells and module as per
ISO 9000
Site owners would be required to maintain accessibility to the list of Module IDs along
with the above parametric data for each module.
7. Performance Monitoring:
All grid solar PV power projects must install necessary equipment to continuously
measure solar radiation, ambient temperature, wind speed and other weather
parameters and simultaneously measure the generation of DC power as well as AC
74
power generated from the plant. They will be required to submit this data to Procurer and
MNRE or any other designated agency on line and/or through a report on regular basis
every month for the entire duration of PPA. In this regard they shall mandatorily also
grant access to Procurer and MNRE or any other designated agency to the remote
monitoring portal of the power plants on a 24X7 basis.
8. Safe Disposal of Solar PV Modules:
The developers will ensure that all Solar PV modules from their plant after their ‘end of
life’ (when they become defective/ non-operational/ non-repairable) are disposed of in
accordance with the “e-waste (Management and Handling) Rules, 2011” notified by the
Government and as revised and amended from time.
75
PART B (Financial Bid)
e-tender NO.01/UPNEDA/GRID Connect/RfP/2018
Name of Bidding Company:

Address of Bidding Company/ Lead Member of the Bidding Consortium)
S.no Description Unit Tariff for 25 years Rs /kWh
I Fixed Tariff Offered of Electrical Power Rs/kWh

for 25 years.
1 Project Capacity MW
2 Considering Capacity Utilization Factor %
a) Bidder while computing the Quoted Tariff shall have taken into consideration the Capacity
charges as well as Energy Charges depending upon the source and all escalations expected.
No separate escalation shall be provided for tariffs. All the risk factors as well as escalation
factors should be taken into consideration before quoting the Fixed Tariff.
b) The Fixed Tariff in Rs./kWh shall be provided up to three (3) decimal points.
c) All pages of this Format shall be signed by the authorized signatory.
d) The contents of this format shall be clearly typed.
With seal
To be uploaded in Part B.
Other document / condition, terms if enclosed will liable to be rejection of bid.
76
Format 4.9: Formats for RFP Documents
ENCLOSURE 1:- Power Purchase Agreement (PPA)
77
78
POWER PURCHASE AGREEMENT
FOR
SUPPLY OF ---- MW SOLAR POWER
FROM
GRID CONNECT SOLAR PV POWER PLANT
FOR
25 YEARS
By
[--------------------------------------------------------------]
With
Uttar Pradesh Power Corporation Ltd. (UPPCL), Lucknow
79
TABLE OF CONTENTS
1.1. Definitions ........................................................................................................ 84

1.2. Interpretation ........................................................................................................... 91
ARTICLE 2: TERM OF AGREEMENT 94
2.1. Effective Date .................................................................................................. 94
2.2. Term of Agreement .......................................................................................... 94
2.3. Extension of PPA ................................................ Error! Bookmark not defined.
2.4. Early Termination ............................................................................................. 94
2.5. Survival ............................................................................................................ 94
ARTICLE 3: CONDITIONS SUBSEQUENT TO BE SATISFIED BY THE SELLER / PROCURERS 95
3.1. Satisfaction of conditions subsequent by the SPP /Seller ................................. 95
3.2. Consequences of non-fulfilment of conditions subsequent ............................... 96
3.3. Performance Bank Guarantee.......................................................................... 97
3.4. Return of Performance Bank Guarantee .......................................................... 97
ARTICLE 4: CONSTRUCTION & DEVELOPMENT OF THE PROJECT Error! Bookmark n
4.1 SPP’s Obligations ............................................................................................ 98
4.2 Minimum CUF Limits ........................................................................................ 98
4.3 Grid Connectivity.............................................................................................. 98
4.4 Information regarding Interconnection Facilities ............................................... 99
4.5 Purchase and sale of Contracted Capacity .................................................... 100
4.6 Right to Contracted Capacity & Energy .......................................................... 100
4.7 Extensions of Time ........................................................................................ 100
4.8 Liquidated Damages for delay in commencement of supply of power to Procurers .... 101
4.9 Acceptance/Performance Test ....................................................................... 103
ARTICLE 5: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL OPERATION 104
5.1 Synchronisation, Commissioning and Commercial Operation ........................ 104
ARTICLE 6: DISPATCH 105
6.1 Dispatch ......................................................................................................... 105
ARTICLE 7: METERING 106
7.1 Meters ............................................................................................................ 106
ARTICLE 8: INSURANCES 107
8.1 Insurance ....................................................................................................... 107
8.2 Application of Insurance Proceeds ................................................................. 107
8.3 Effect on liability of Procurers ......................................................................... 107
ARTICLE 9: APPLICABLE TARIFF 108
ARTICLE 10: BILLING AND PAYMENT 109
10.1 General .......................................................................................................... 109
10.2 Delivery and Content of Monthly Bills ............................................................. 109
10.3 Payment of Monthly Bills ................................................................................ 109
10.4 Payment Security Mechanism ........................................................................ 110
10.5 Third Party Sales by the Seller ....................................................................... 111
10.6 Disputed Bill ................................................................................................... 113
10.7 Quarterly and Annual Reconciliation .............................................................. 114
10.8 Payment of Supplementary Bill ...................................................................... 114
ARTICLE 11: FORCE MAJEURE 1156
11.1 Definitions ...................................................................................................... 115
80
11.2 Affected Party ................................................................................................ 115

11.3 Force Majeure ................................................................................................ 115
11.4 Force Majeure Exclusions .............................................................................. 115
11.5 Notification of Force Majeure Event ............................................................... 116
11.6 Duty to Perform and Duty to Mitigate ............................................................. 116
11.7 Available Relief for a Force Majeure Event ...................................................... 38
ARTICLE 12: CHANGE IN LAW 39
12.1 Definitions ...................................................................................................... 118
12.2 Relief for Change in Law ................................................................................ 118
ARTICLE 13: EVENTS OF DEFAULT AND TERMINATION 1191
13.1 SPP Event of Default ..................................................................................... 119
13.2 Procurers Event of Default ............................................................................. 120
13.3 Procedure for cases of SPP Event of Default ................................................. 121
13.4 Procedure for cases of Procurers Event of Default ......................................... 121
13.5 Termination due to Force Majeure ................................................................. 122
ARTICLE 14:COMPENSATION FOR OFF TAKE CONSTRAINTS---------------------- 44
14.1 Compensation for offtake constraints due to Transmission Infrastructure not -44-
complete/ready
14.2 Compensation for offtake constraints due to Backdown--------------------------------45
ARTICLE 15: LIABILITY AND INDEMNIFICATION 125

15.1 Indemnity ....................................................................................................... 125
15.2 Procedure for claiming Indemnity ................................................................... 125
15.3 Indemnifiable Losses ..................................................................................... 126
15.4 Limitation on Liability ...................................................................................... 126
15.5 Duty to Mitigate .............................................................................................. 127
ARTICLE 16: ASSIGNMENTS AND CHARGES 128
16.1 Assignments .................................................................................................. 128
16.2 Permitted Charges ......................................................................................... 128
ARTICLE 17: GOVERNING LAW AND DISPUTE RESOLUTION 129
17.1 Governing Law ............................................................................................... 129
17.2 Amicable Settlement and Dispute Resolution ................................................. 129
17.3 Dispute Resolution ......................................................................................... 129
17.4 Parties to Perform Obligations ....................................................................... 130
ARTICLE 17: MISCELLANEOUS PROVISIONS 131
18.1 Amendment ................................................................................................... 131
18.2 Third Party Beneficiaries ................................................................................ 131
18.3 Waiver ........................................................................................................... 131
18.4 Confidentiality ................................................................................................ 131
18.5 Severability .................................................................................................... 131
18.6 Notices ........................................................................................................... 131
18.7 Language ....................................................................................................... 132
18.8 Restriction of Shareholders / Owners’ Liability ............................................... 132
18.9 Taxes and Duties ........................................................................................... 133
18.10 No Consequential or Indirect Losses.............................................................. 133
18.11 Order of priority in application ........................................................................ 133
18.12 Independent Entity ......................................................................................... 133
18.13 Compliance with Law ..................................................................................... 134
81
Schedule 1: Particulars of the Project 135

Schedule 2: Location of Plant 137
Schedule 3: Plant Layout 138
Schedule 4: Site Drawing 139
Schedule 5: Format for Monthly Power Bill 140
Schedule 6: Parameters and Technical Limits of Supply 141
Schedule 7: Technical Limits 143
Schedule 8: Approvals 144
Schedule 9: Testing Procedures 145
Schedule 10: Copy of the Tariff Quoted by the Seller 146
82
(On Rs 100 Non Judicial Stamp Paper )
THIS POWER PURCHASE AGREEMENT [the “Agreement”] is made on the day.......

of.............. of …….. at Lucknow
Between
M/s -------------------------. , a company incorporated under the Companies Act 1956, having its
registered office at --------------------------------------------- (herein after referred to as “Seller” or
“Solar Power Producer or SPP”, which expression shall, unless repugnant to the context or
meaning thereof, be deemed to include its successors and permitted assigns) as a Party of the
FIRST PART;
And
Uttar Pradesh Power Corporation Ltd., Lucknow a Company incorporated in India and
registered under the Companies Act,1956,having its registered office at Shakti Bhawan, 14 –
Ashok Marg, Lucknow – 226 001 (hereinafter referred to as “UPPCL”, or “Procurer” which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
successors and permitted assigns) as a Party of the SECOND PART;
Seller or “Solar power producers” and Procurer are individually referred to as ‘Party’ and
collectively referred to as ‘Parties’.
WHEREAS:
a) Uttar Pradesh Solar Energy Policy, 2017 has been issued by Government of Uttar
Pradesh for promoting the Solar Energy in Uttar Pradesh.
b) Uttar Pradesh Power Corporation Ltd. (UPPCL) hereinafter referred to as “Procurer”, has
been duly authorized to enter into this Agreement on behalf of DISCOMS namely
Paschimanchal Vidyut Vitran Nigam Ltd, Poorvanchal Vidyut Vitran Nigam Ltd,
Madhyanchal Vidyut Vitran Nigam Ltd, Dakshinanchal Vidyut Vitran Nigam Ltd and will
directly purchase power generated from these selected 1000 MW Solar PV Projects for
25 years.
c) As per Uttar Pradesh Solar Power Policy 2017, UPNEDA had initiated a competitive
bidding process through issue of RfP (Request for Proposal) Document for selecting SPP
for setting up of Solar PV Project (total aggregate capacity of 1000 MW) for supply of
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solar energy for 25 years to procurers.
d) M/s ----------------------(SPP) had registered itself with UPNEDA and after meeting the
eligibility requirements and has got selected by UPNEDA for the construction, operation &
maintenance and supply of power from the Solar PV project of capacity-------- MW to the
Procurer in accordance with the terms of this Agreement. The details of the plant are
given in Schedule –3.
e) M/s ---------------------has provided to UPNEDA, Contract Performance Guarantee(s) as per

format specified in RfP. M/s------------------------- have formed a project company --------------
------------------------------ for implementation and operation of this project.(delete if not
required )
f) The SPP has agreed to sign this Power Purchase Agreement with Procurer for sale of
Solar Photovoltaic Power by the SPP to the Procurer for 25 years as per the terms and
conditions of this Agreement.
g) Procurer agree to procure Solar Photovoltaic Power up to the Contracted Capacity from
the SPP as per the terms of this Agreement.
h) The Parties hereby agree to execute this Power Purchase Agreement setting out the
terms and conditions for the sale of power by SPP to Procurer.
i) All the other RfP Project Documents will be executed by the Procurer and the Seller
simultaneously with the signing of this Agreement.
Now therefore, in consideration of the premises and mutual agreements, covenants and
conditions set forth herein, it is hereby agreed by and between the Parties as follows:
ARTICLE 1: DEFINITIONS AND INTERPRETATION
1.1. Definitions
In this Agreement, the following words and expressions shall have the respective
meanings set forth herein:
“Act or Electricity shall mean the Electricity Act, 2003 as amended from time to
Act 2003” time.
“Affected Party” means the Procurer or Seller whose performance has been
affected by an event of Force Majeure.
“Affiliate” Company shall mean a Company that, directly or indirectly,
iii) controls, or
iv) is controlled by, or
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v) is under common control with, a Company developing a

Project or a Member in a Consortium developing the
Project and control means ownership ,directly or indirectly
,of more than 50 % of the voting shares of such company
or right to appoint majority Directors.
“Agreement” or shall mean this Power Purchase Agreement including its
"Power Purchase recitals and Schedules, amended or modified from time to
Agreement" or time in accordance with the terms hereof
"PPA"
"Appropriate shall mean the CERC, or the UPERC or the Joint

Commission" Commission referred to in Section 83 of the Electricity Act
2003, as the case may be
“Approvals” means the permits, clearances, licenses and consents as are

listed in Schedule 8 hereto and any other statutory approvals
required for generation and sale of power
“Average Pooled shall mean the weighted average price at which an electricity
Purchased Cost distribution company buys power from various sources.
(APPC)”
"Bill Dispute shall mean the notice issued by a Party raising a Dispute
Notice" regarding a Monthly Bill or a Supplementary Bill issued by the
other Party
"Billing Period" Shall be the calendar month ending with the Metering Date.
The first Billing Period shall commence from the Commercial
Operation Date and end with the Metering Date
corresponding to the month in which the Commercial
Operation Date occurs.
“Billing Date” shall be the first Business Day after the Metering Date of
each Billing Period.
“Business Day” shall mean with respect to Seller and Procurer, a day other
than Sunday or a statutory holiday, on which the banks
remain open for business in Lucknow.
“Capacity shall mean -------%availability of the Solar PV Project at the

Utilisation Factor” terminal Point of the solar plant on Contract Year basis;
or “CUF”
"Commercial Shall mean the date on which the Plant is available for
Operation Date" commercial operation and such date as specified in a written
notice given at least ten days in advance by the Seller to
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UPNEDA / Procurer(s).
“Change in Law” shall have the meaning ascribed thereto in Article 12.1 of this
Agreement;
“Competent Court shall mean any court or tribunal or any similar judicial or
of Law quasi-judicial body in Lucknow that has jurisdiction to
adjudicate upon issues relating to this Agreement;
“Consultation shall mean the period of sixty (60) days or such other longer
period as the Parties may agree, commencing from the date
Period” of issuance of a Seller Preliminary Default Notice or Procurer
Preliminary Default Notice as provided in Article 13 of this
Agreement, for consultation between the Parties to mitigate
the consequence of the relevant event having regard to all
the circumstances;
“Contract Year” 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 the last Contract Year of

this
Agreement shall end on the last day of the Term of this
Agreement;
"Contracted shall mean --------MW (AC) of Solar PV power contracted

Capacity" with Procurer(s) for sale of such power by the Seller (---
--- MW AC capacity means ----- MW AC output at the
delivery point i.e. at the grid sub-station where the Project
would be connected to.);
“Day” shall mean a day, if such a day is not a Business Day, the
immediately succeeding Business Day;
“Delivery Date” shall mean the date on which the Seller commences supply
of the aggregate Contracted Capacity to the Procurers;
“Dispute” shall mean any dispute or difference of any kind between the
Seller and the Procurer in connection with or arising out of
this Agreement including but not limited to any issue on
the interpretation and scope of the terms of this
Agreement as provided in Article 16 of this Agreement;
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“Due Date” shall mean the last day of the month provided the bill
is received and acknowledged by the Procurer(s) up to 4th
day of the month. For the bills received and
acknowledged by the Procurer(s) after 4th, it shall be 30th
day from such date;
“Effective shall have the meaning ascribed thereto in Article 2 of

this Agreement;
Date”
“Electricity Laws” shall mean the Electricity Act, 2003 and the rules and
regulations made thereunder from time to time along
with amendments thereto and replacements thereof and any
other Law pertaining to electricity including regulations
framed by the Appropriate Commission;
“Energy Accounts” 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;
“Event of Default” shall mean the events as defined in Article 13 of this

Agreement;
“Expiry Date” Shall mean the date occurring twenty five (25) years from the
date of commercial operation of the Solar PV Project;
"Force Majeure" or shall have the meaning ascribed thereto in Article 11 of this
“Force Majeure Agreement;
Event”
"Grid Code" / shall mean the Grid Code specified by the Central
“IEGC” or “State Commission under Clause (h) of Sub-section (1) of Section
Grid Code” 79 of the Electricity Act and/or the State Grid Code as
specified by the concerned State Commission, referred under
Clause (h) of Sub-section (1) of Section 86 of the Electricity
Act 2003, as applicable;
“Incremental shall mean the amount of receivables, in excess of the

Receivables” amounts which have already been charged or agreed to be
charged in favour of the parties by way of a legally binding
agreement, executed prior to the Effective Date;
“Indian shall mean the Government of India, Governments of State of

Governmental Uttar Pradesh and any Ministry, Department, Board,
Authority, Agency, Corporation, Commission under the direct
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Instrumentality” or indirect control of Government of India or any of the above

state Government(s) or both, any political sub-division of any
of them including any court or Appropriate Commission(s) or
tribunal or judicial or quasi-judicial body in India;
“Invoice” or “Bill” shall mean either a Monthly Invoice, Monthly Bill or a

Supplementary Invoice /Supplementary Bill by any of the
Parties;
“Injection Point” Is the point located at the low voltage Bus bar of substation of
Transco / Discom, the injection point shall also be the
Delivery point or the metering point for estimation of energy
generation, shall also mean “Point of Connectivity”
“Injected Energy" Shall mean the kilowatt hours of Electricity actually fed and
measured by the energy meters at the Injection Point in a
Billing Period and certified in the SLDC / STU / CTU.
“Interconnection in respect of the Seller shall mean all the facilities installed by
Facilities” the Seller at the Solar PV Power Plant to transmit the energy
to the grid.
“Interconnection shall mean the point where the power from the transmission
Point” line reaches to the switchyard bus of Transco / Discom at the
Injection Point, the interconnection point shall be located in
the periphery of Transco / Discom substation.
“Installed means the capacity of the Project at the generating

Capacity” terminal(s) and shall be equal to---------- MW.
“KV” means Kilovolts.
“KWH” means Kilowatt-hour.
“Late Payment shall have the meaning ascribed thereto in Article 10.3.3 of
Surcharge” this Agreement;
"Law" shall mean in relation to this Agreement, all laws including

Electricity Laws in force in India and any statute, ordinance,
regulation, notification or code, rule, or any interpretation of
any of them by an Indian Governmental Instrumentality and
having force of law and shall further include without limitation
all applicable rules, regulations, orders, notifications by an
Indian Governmental Instrumentality pursuant to or under any
of them and shall include without limitation all rules,
regulations, decisions and orders of the Appropriate
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Commission;
“Letter of Credit” shall have the meaning ascribed thereto in Article 10.4 of this
or “L/C” Agreement;
"Metering Date" for a Billing Period, means the midnight of the last Day of the
calendar month.
“Metering Point” for purposes of recording of Injected Energy located at

Injection Point.
"Month" shall mean a period of thirty (30) days from (and excluding)
the date of the event, where applicable, else a calendar
month
“MW” means Megawatts.
“O & M Default” shall mean any default on the part of the Seller for a
continuous period of ninety (90) days to (i) operate and/or (ii)
maintain (in accordance with Prudent Utility Practices).
"Party" and shall have the meaning ascribed thereto in the recital to this
Agreement;
"Parties"
“Payment shall have the meaning ascribed thereto in Article 10.4 of this
Agreement;
Security
Mechanism”
“Preliminary shall have the meaning ascribed thereto in Article 13 of this

Agreement;
Default Notice”
“Project” Shall mean the Solar PV Project as detailed under schedule-I

of this Agreement.
"Project Site" means any and all parcels of real property, rights-of-way,
easements and access roads related to the Plant.
"Prudent Utility means those practices, methods, techniques and standards,

Practices" that are generally accepted for use in electric utility industries
taking into account conditions in India, and commonly used in
prudent electric utility engineering and operations to design,
engineer, construct, test, operate and maintain equipment
lawfully, safely, efficiently and economically as applicable to
power stations of the size, service and type of the Project,
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and that generally conform to the manufacturers' operation

and maintenance guidelines.
“RBI” shall mean the Reserve Bank of India;
“Rebate” shall have the same meaning as ascribed thereto in

Article 10.3.4 of this Agreement;
"RPC" shall mean the relevant Regional Power Committee

established by the Government of India for a specific region
in accordance with the Electricity Act, 2003 for facilitating
integrated operation of the power system in that region;
"Rupees", "Rs." Or shall mean Indian rupees, the lawful currency of India;
“`”
“Scheduled shall be a date, 13 months for plants upto 250 MW at one site
Commercial and 15 months for plants above 250 MW at a single location,
Operation Date” or (Developer to retain condition as per the plant capacity
allocated) from the Effective Date, when the Solar PV Project
“Scheduled COD" is required to be commissioned as per the terms and
conditions of the PPA;
"SERC" shall mean the Electricity Regulatory Commission of any

State in India constituted under Section 82 of the
Electricity Act, 2003 or its successors, and includes a
Joint Commission constituted under Sub-section (1) of
Section 83 of the Electricity Act 2003;
“SLDC” State Load Dispatch Center as Constituted under Section 31

of Electricity Act 2003.
“SLDC Charges” shall mean the charges levied by any of the relevant SLDCs
on the Procurers;
“Solar shall mean the solar power project that uses sunlight for
Photovoltaic” or direct conversion into electricity and that is being set up
“Solar PV” by the Seller(s) to provide Solar Power to the Procurer;
“Solar Power” shall mean power generated from the Solar PV Project;
“State Means State Transmission Utility as notified by the

Government of the State for electricity transmission.
Transmission
Utility” or
“STU”
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“Tariff” Shall have the same meaning as provided for in Article 9 of

this Agreement; As quoted by the Seller though competitive
bidding and as attached in Schedule 10 of this Agreement
"Tariff Payments" shall mean the payments to be made under Monthly Bills as
referred to in Article 10;
“Technical Limits” means the limits and constraints described in Schedule 6,

relating to the operations, maintenance and dispatch of the
Project.
“Term of shall have the meaning ascribed thereto in Article 2 of

Agreement” this Agreement;
“Termination shall mean the notice given by either Parties for termination
Notice” of this Agreement in accordance with Article 13 of this
Agreement;
“Voltage of means the voltage at which the Electricity generated by the

Injection” Project is required to be injected to the STU / CTU / Discom
and shall be---------- KV.(To be decided in consultation with
STU/CTU/Discom)
"Week" shall mean a calendar week commencing from 00:00 hours of

Monday, and ending at 24:00 hours of the following Sunday;
1.2. =Interpretation
Save where the contrary is indicated, any reference in this Agreement to:
1.2.1 “Agreement" shall be construed as including a reference to its Schedules and/or

Appendices and/or Annexure(s);
1.2.2 An "Article", a "Recital", a "Schedule” and a “paragraph / clause" shall be construed as

a reference to an Article, a Recital, a Schedule and a paragraph/clause respectively of
this Agreement;
1.2.3 A “crore” means a reference to ten million (10,000,000) and a “lakh” means a reference
to one tenth of a million (100,000);
1.2.4 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;
1.2.5 “Indebtedness” shall be construed so as to include any obligation (whether incurred as
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principal or surety) for the payment or repayment of money, whether present or future,
actual or contingent;
1.2.6 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;
1.2.7 "Rupee", "Rupees" “Rs.” or “`”shall denote Indian Rupees, the lawful currency of
India;
1.2.8 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;
1.2.9 Words importing the singular shall include the plural and vice versa;
1.2.10 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 only if
agreed to between the parties;
1.2.11 A Law shall be construed as a reference to such Law including its amendments or re-
enactments from time to time;
1.2.12 A time of day shall, save as otherwise provided in any agreement or document be
construed as a reference to Indian Standard Time;
1.2.13 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;
1.2.14 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;
1.2.15 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;
1.2.16 The words “hereof” or “herein”, if and when used in this Agreement shall mean a
reference to this Agreement;
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1.2.17 The terms “including” or “including without limitation” 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;
1.2.18 In the event of any inconsistency between this Agreement and GoUP’s Solar Energy
Policy 2017 read with RfP document, the later shall prevail upon.
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ARTICLE 2: TERM OF AGREEMENT
2.1. Effective Date
2.1.1 This Agreement shall be deemed to have come into force with effect from the date of
signing of this agreement and shall remain in full force from the date of commissioning of
last unit of the Solar PV Plant from which solar power is committed to be supplied under
this Agreement and such date shall be referred to as the Effective Date.
2.2. Term of Agreement
2.2.1 This Agreement subject to Article 2.4 and 2.5 shall be valid for a term from the Effective
Date until the Expiry Date..
Early Termination This Agreement shall terminate before the Expiry Date:
i. if either Seller or all the Procurers (jointly) terminates this Agreement, pursuant to
Article 13 (Events of Default and Termination), of this Agreement; or
ii. in such other circumstances as the Seller or all the Procurers (jointly) may agree, in
writing;
2.5 Survival
2.5.1. 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 liquidated damages 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.
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ARTICLE 3: CONDITIONS SUBSEQUENT TO BE SATISFIED BY THE SELLER /

PROCURERS
3.1. Satisfaction of conditions subsequent by the SPP /Seller
3.1.1 The SPP agrees and undertakes to duly perform and complete all of the following
activities at the SPP’s own cost and risk within seven months (7) from the Date of
Signing of PPA, unless such completion is affected by any Force Majeure event, or if
any of the activities is specifically waived in writing by UPNEDA:
a) The SPP/Seller shall have acquired land and taken possession of the total land
required for the Solar PV Project on which the project developer wishes to install the
required capacity within seven months (7) months of signing of PPA.
b) The SPP/Seller shall have obtained all Consents, Clearances and Permits required
for supply of power to the Procurer(s) as per the terms of this Agreement. In case a
Project Company is incorporated and the Consents, Clearances and Permits have
been obtained in the name of a company other than the Project Company, all such
Consents, Clearances and Permits shall have been transferred in the name of such
Project Company;
c) The SPP shall have achieved Financial Closure within 7 (seven) months of signing of
this PPA. and has provided a certificate to UPNEDA from the lead banker to this
effect; Failing the aforesaid , liquidated damages will be levied as mentioned in
clause 3.2.1 unless the delay is not owing to any action or inaction on the part of the
SPP or caused due to a Force Majeure .Extension for the attainment of Financial
closure may be considered by UPNEDA, on the sole request of SPP, on the payment
of penalty as mentioned in 3.2.1.This extension will not have any impact on the
Scheduled Commissioning Date . Any penalty paid so, shall be returned to the SPP
without any interest on achievement of successful commissioning within the
Scheduled Commissioning Date .
d) The SPP shall have sent a written notice to UPNEDA and Procurers indicating the
Installed Capacity for the Power Project expressed in MW;
e) The SPP shall have signed a Transmission Agreement with UPPTCL/ DISCOM
confirming the evacuation and connectivity of Transmission system with their Power
Project switchyard within seven months (210) days of signing of PPA.
f) [To be included if the Seller opts for substitution rights of the Lender(s)] The Seller
shall have provided an irrevocable letter to the Lenders duly accepting and
acknowledging the rights provided to the Lenders under the terms of this Agreement
and all other RfP Documents;
g) The SPP shall have fulfilled the Qualifying requirements according to criteria
mentioned in RfP Clause 2.10for Selection of Developer(s) for Procurement of 1000
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MW Power from Grid Connect Solar Power Projects through Tariff Based
Competitive Bidding Process and produce the documentary evidence for same.
3.2. The SPP shall have submitted to UPNEDA the relevant documents as stated above,
complying with the conditions subsequent, within seven months Consequence of non-
fulfilment of conditions subsequent
3.2.1 In case of failure to submit the documents to UPNEDA within timeframe the provision of
RfP as mentioned below shall apply:
A. Up to 10 MW Solar PV Projects
UPNEDA at Lucknow.
For not achieving Commissioning / Schedule Delivery Date or not achieving the
timelines mentioned above UPNEDA / Procurer(s) shall encash the Bank Guarantee
(BG) in the following manner:
Delay in the timelines for over and above four (4) months form respective task will lead
to create the necessary grounds for UPNEDA / UPPCL for termination of LoI / PPA.
a. Delay up to Three (3) months:
UPNEDA at Lucknow.
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create the necessary grounds for UPNEDA / UPPCL for termination of this PPA.
3.2.2 For the avoidance of doubt, it is clarified that this Article shall survive the termination of
this Agreement.
3.2.3 In case of inability of the SPP to fulfill any one or more of the conditions specified in
Article 3.1 due to any Force Majeure event, the time period for fulfillment of the
Conditions Subsequent as mentioned in Article 3.1, shall be extended for the period of
such Force Majeure event.
3.2.4 Provided that due to the provisions of this Article 3.2, any increase in the time period for
completion of conditions subsequent mentioned under Article 3.1, shall also lead to an
equal extension in the Scheduled Commissioning Date.
3.3. Performance Bank Guarantee
3.3.1 The Performance Bank Guarantee has been submitted by SPP within 15 days of issue of
LoI for guaranteeing the commencement and continuity of the supply of power up to the
Contracted Capacity within the time specified in this Agreement.
3.3.2 If the SPP fails to commence supply of power from the Scheduled Commissioning Date
specified in this Agreement, subject to conditions mentioned in Article 4.7, UPNEDA shall
have the right to encash the Performance Bank Guarantee without prejudice to the other
rights of UPNEDA under this Agreement.
3.4. Return of Performance Bank Guarantee
3.4.1 Subject to Article 3.3, UPNEDA shall return / release the Performance Bank Guarantee
within three (3) months after the Commissioning Date.
3.4.2 The return / release of the Performance Bank Guarantee shall be without prejudice to
other rights of UPNEDA under this Agreement.
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4.1 SPP’s Obligations
4.1.1 The SPP undertakes to be responsible, at SPP’s own cost and risk, for:
a) Obtaining all Consents, Clearances and Permits other than those obtained under
Article 3.1 and maintaining all Consents, Clearances and Permits in full force and
effect during the Term of this Agreement; and
b) Designing, constructing, erecting, commissioning, completing and testing the Power

Project in accordance with the applicable Law, the State Grid Code, the terms and
conditions of this Agreement and Prudent Utility Practices.
c) The commencement of supply of power up to the Contracted Capacity to Procurer(s)

later than the Scheduled Commissioning Date; and continuance of supply of Power
throughout the term of agreement; and.
d) Connecting the Power Project switchyard with the STU/ DISCOM Transmission Lines
at the outgoing Terminal Bay of the Power Project switchyard (Delivery Point); and
e) Owning the Power Project throughout the Term of Agreement free and clear of
encumbrances, except those expressly permitted under Article 15;
f) Maintaining its controlling shareholding prevalent at the time of signing of PPA up to a

period of one (1) year after Commercial operational Date; and
g) Fulfilling all obligations undertaken by the SPP under this Agreement.
4.2 Minimum CUF Limits
2.7.1. The Projects developed on conventional solar PV technology should have a minimum
CUF of 15% in any given contract year. In case the developers fail to supply energy
pertaining to minimum CUF in a contract year then the developer shall pay a penalty
equal to 25% of the project tariff to the Procurer, for such shortfall in units.
4.3 Grid Connectivity
4.3.1 The grid connectivity and associated evacuation facilities from the solar power plant
substation/switchyard to distribution/transmission system “feed in substation” will be
provided in accordance with UPERC (Grant of Connectivity to Intra-State Transmission
System) Regulations 2010 as amended from time to time.
4.3.2 The responsibility of getting connectivity with the transmission system owned by the
Discom/STU will lie with the Project Developer. The cost of the transmission line up to the
“feed in substation” viz the point of interconnection where the metering is done shall be
borne by the Solar Project Developer. This transmission line shall be constructed by the
STU or Discom, whoever owns the feed in substation. However the entire cost of
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transmission including cost of construction of line, wheeling charges, and losses etc. as
per applicable Regulations of the commission will be borne by the Project Developer and
will not be met by the STU/Discom.
4.3.3 However, for the projects coming up in areas excluding Bundelkhand region and
Purvanchal region the seller shall have the option to construct the transmission line on
their own in co-ordination with STU/DISCOMS as the case may be and in accordance
with the provisions of Electricity Act 2003 and applicable Regulations of the Commission.
4.3.4 Seller(s) shall be responsible for the Operation and maintenance of dedicated
transmission line up to the point of connectivity. Such arrangement shall be as per the
regulations specified by the Appropriate Commission, as amended from time to time.
4.3.5 Construction and operation/maintenance of evacuation system associated with plants

shall be the responsibility of generating company.
4.3.6 The Interconnection /Metering Point shall be located at the low voltage Bus bar of
substation of Transco / Discom, and generating company shall bear the cost for
construction of interconnection / metering facilities upto the point of connectivity.
4.3.7 For the projects coming in Bundelkhand region and Purvanchal region of the state of
Uttar Pradesh, expenditure on the construction of maximum transmission line length will
be borne by Government of Uttar Pradesh as mentioned in the Solar Energy Policy of
Uttar Pradesh 2017 as following:-.
For 05 to 10 Megawatt capacity-10 Kilometer
For >10 megawatt to 50 megawatt capacity -15 Kilometer
For >50 megawatt capacity - 20 Kilometer.
Solar Project Developer/Seller will bear the remaining cost for construction of transmission
line, bay and substation. This incentive will be available only in case of construction of
transmission line and bay by State Transmission Utility (STU)/Electricity Distribution
company.
4.3.8 The Solar PV Project shall be connected to the nearest substation at the appropriate
voltage level.
4.4 Information regarding Interconnection Facilities
4.4.1 The SPP shall be required to obtain all information with regard to the
Interconnection Facilities as is reasonably necessary to enable it to design, install and
operate all interconnection plant and apparatus on both sides i.e. transmission side
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(Discom / Transco side ) and SPP’s side (power plant side) of the injection Point to
enable delivery of electricity to injection point / interconnection point.
4.5 Purchase and sale of Contracted Capacity
4.5.1 Subject to the terms and conditions of this Agreement, the SPP undertakes to sell to
Procurer and Procurer undertakes to pay Tariff for all the energy supplied at the
Delivery corresponding to Contracted Capacity.
4.6 Right to Contracted Capacity & Energy
4.6.1 Procurer, at any time during a Contract Year, shall not be obliged to purchase any
additional energy from the SPP beyond the contracted capacity. With a maximum CUF of
as quoted in RfP ------% +3% or 21% whichever is less. If during any contract year, it is
found that SPP has not been able to generate minimum energy --------- Million kWh (MU)
corresponding to minimum CUF 0f 15 % on account of solely attributable to SPP the non-
compliance by SPP shall pay such compensation to procurers.as mentioned 4.2.1
4.6.2 Purchase of excess energy
4.6.2 In case the availability is more than the maximum CUF (quoted CUF +3%) OR
21 %, Solar Power Generator will be free to sell it to any other entity provided
first right of refusal will vest with the Procurer(s). In case the Procurer purchases
the excess generation, it will do so at 75% (seventy-five per cent) of the PPA
tariff.
4.7 Extensions of Time
4.7.1 In the event that the SPP is prevented from performing its obligations under Article 4.1 by
the Scheduled Commissioning Date due to:
a) any STU/Procurers Event of Default; or
b) Force Majeure Events affecting STU/Procurers, or
c) Force Majeure Events affecting the SPP,
the Scheduled Commissioning Date and the Expiry Date shall be deferred, subject to the
limit prescribed in Article 4.7.2, for a reasonable period but not less than ‘day for day’
basis, to permit the SPP or STU/Procurers through the use of due diligence, to overcome
the effects of the Force Majeure Events affecting the SPP or Procurers, or till such time
such Event of Default is rectified by STU/Procurers.
4.7.2 Subject to Article 4.7.6, in case of extension occurring due to reasons specified in Article
4.7.1(a), any of the dates specified therein can be extended, subject to the condition that
the Scheduled Commissioning Date would not be extended by more than six (6) Months.
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4.7.3 In case of extension due to reasons specified in Article 4.7.1(b) and (c), and if such Force
Majeure Event continues even after a maximum period of three (3) months any of the
Parties may choose to terminate the Agreement as per the provisions of Article 13.5.
4.7.4 If the Parties have not agreed, within thirty (30) days after the affected Party’s
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.
4.7.5 As a result of such extension, the Scheduled Commissioning Date and the Expiry Date
newly determined shall be deemed to be the Scheduled Commissioning Date and the
Expiry Date for the purposes of this Agreement.
4.7.6 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 6 months or date determined pursuant to Article
4.7.1 whichever is later.
4.8 Liquidated Damages for delay in commencement of supply of power to Procurers
4.8.1 If the SPP is unable to commence supply of power to Procurers by the Scheduled
Commissioning Date other than for the reasons specified in Article 4.7.1, the SPP shall
pay to UPNEDA, Liquidated Damages for the delay in such commencement of supply of
power and making the Contracted Capacity available for dispatch by the Scheduled
Commissioning Date as per following:
A. Upto 10 MW Solar PV Projects
the Liquidated Damages (LD) at the rate of Rs.50,000/- per MW per day of delay.
UPNEDA at Lucknow.
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Delay in the timelines for over and above four (4) months form respective task will lead to
create the necessary grounds for UPNEDA for termination of this PPA.
a. Delay up to Three (3) months:
UPNEDA at Lucknow.
create the necessary grounds for UPNEDA / UPPCL for termination of LoI / PPA.
4.8.2 I. The maximum time period allowed for commissioning of the Project without payment
of Liquidated Damages and encashment of Performance Bank Guarantee shall be limited
to 13 months for the project capacity up to 250 MW at one site and 15 months for the
project capacity above 250 MW at one location from the date of execution of this
agreement. Any further delay shall be considered as an SPP Event of Default and
provision of Article 4.8.1 shall apply.
4.8.3 If the SPP fails to pay the amount of liquidated damages within the period of ten (10)
days as specified in Article 4.8.1 UPNEDA shall be entitled to recover the said amount of
the liquidated damages by invoking the Performance Bank Guarantee. If existing
Performance Bank Guarantee is for an amount which is less than the amount of the
liquidated damages payable by the SPP to UPNEDA under this Article 4.8, then the SPP
shall be liable to forthwith pay the balance amount within ten (10) days of the invocation
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of the Performance Bank Guarantee by UPNEDA.
4.9 Acceptance/Performance Test
4.9.1 Prior to synchronization of the Power Project, the SPP shall be required to get the Project
certified for the requisite acceptance/performance test as may be laid down by an agency
identified by the UPPCL to carry out testing and certification for the solar power projects.
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ARTICLE 5: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL

OPERATION
5.1 Synchronisation, Commissioning and Commercial Operation
5.1.1 The SPP shall give the concerned UPLDC / SLDC and Procurer and UPNEDA 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.
5.1.2 Subject to Article 5.1.1, the Power Project may be synchronized by the SPP to the Grid
System when it meets all the connection conditions prescribed in Uttar Pradesh Grid
Code then in effect and otherwise meets all other Indian/State legal requirements for
synchronization to the Grid System.
5.1.3 The synchronization equipment shall be installed by the SPP at its generation facility of
the Power Project at its own cost. The SPP shall synchronize its system with the Grid
System only after the approval of synchronization scheme is granted by the head of the
concerned sub-station/Grid System of Transco / Discom and checking/verification is
made by the concerned Transco and Discoms Authorities of the Grid System.
5.1.4 The SPP shall immediately after
5.1.5 each synchronization /tripping of generator, inform the sub-station of the Grid System to
which the Power Project is electrically connected in accordance with State Grid Code.
5.1.6 The SPP shall commission the project within13/15 months for ------- MW power plant.
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ARTICLE 6: DISPATCH
6.1 Dispatch
6.1.1 The Power Project shall be required to maintain compliance to the applicable Grid Code
requirements and directions, if any, as specified by concerned SLDC/UPLDC from time to
time.
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ARTICLE 7: METERING
7.1 Meters
7.1.1 As per state metering code, for measurement of solar energy supplied by Solar
generating stations within the State, meter shall be provided on each outgoing feeder at
the power station designated as main meter for billing purpose. Check meter shall be
provided along with main meter on each outgoing feeder. Meters shall also be provided
on the other end of the 33kV /132 KV feeder to serve as secondary back-up meter.
Meters on each generator and each auxiliary transformer shall work as backup meters.
The consumption recorded by main meter shall be compared with the consumption
recorded by secondary backup meter on 33kV/132 KV feeder to work out transmission
losses as well as to monitor the correct functioning of both meters
7.1.2 As per state metering code, the metering system shall comprise of main, check, backup
and secondary backup meters. In the event of main meter or more than one meter
becoming defective the order of precedence for billing shall be (a) main (b) check (c)
backup (d) secondary backup.
7.1.3 For installation of Meters, Meter testing, Meter calibration and Meter reading and all
matters incidental thereto, the Seller and the Procurer(s) shall follow and be bound by the
Central Electricity Authority (Installation and Operation of Meters) Regulations, 2006, the
State Grid Code and ABT as amended and revised from time to time.
7.1.4 All meters (a) main (b) check (c) backup meters at Transco / Discom Substation shall be
provided by seller at the cost of seller. The secondary backup meters at Solar PV Power
Plant Generating Substation shall be provided and installed by seller at the cost of seller.
7.1.5 The SPP shall bear all cost pertaining to installation, testing, calibration maintenance,
renewal, and repair of all the meters referred at 7.1.4 above.
7.1.6 Energy Accounts shall be binding on both the Parties for billing and payment purposes.
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ARTICLE 8: INSURANCES
8.1 Insurance
8.1.1 The SPP shall effect and maintain or cause to be effected and maintained, at its own cost
and expense, throughout the Term of PPA, Insurances against such 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.
8.2 Application of Insurance Proceeds
8.2.1 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.
8.2.2 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 “total loss”
or equivalent basis, Procurers shall have no claim on such proceeds of such Insurance.
8.3 Effect on liability of Procurers
8.3.1 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
SPP can claim compensation, under any Insurance shall not be charged to or payable by
Procurers .
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ARTICLE 9: APPLICABLE TARIFF
9.1.1 The SPP shall be entitled to receive a Tariff of Rs. ------ /kWh for the energy supplied at
the Metering Point during a Contract Year pertaining to the Contracted Capacity.
9.1.2 Procurer will be liable to pay the project developer the tariff as signed in the PPA.
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ARTICLE 10: BILLING AND PAYMENT
10.1 General
10.1.1 From the commencement of supply of power by the Seller, the Procurers shall pay to
the Seller the monthly Tariff Payments, on or before the Due Date, in accordance with
Tariff as specified in this Article 9 and Schedule 10. All Tariff Payments by the
Procurers shall be in Indian Rupees.
10.2 Delivery and Content of Monthly Bills
10.2.1 The Seller shall issue to each Procurer a signed Monthly Bill for the immediately
preceding Month not later than ten (10) days of the next Month. In case the Monthly
Bill for the immediately preceding Month issued after ten (10) days of the next Month,
the Due Date for payment of such Monthly Bill shall be extended by thirty (30) days.
Provided that:
a. if the date of commencement of supply of power falls during the period between
the first (1st) day and up to and including the fifteenth (15th) day of a Month, the
first Monthly Bill shall be issued for the period until the last day of such Month, or
b. if, the date of commencement of supply of power falls after the fifteenth (15th) day
of a Month, the first Monthly Bill shall be issued for the period commencing from
the Delivery Date until the last day of the immediately following Month.
Provided further that if a Monthly Bill is received on or before the second (2nd) day of a
Month, it shall be deemed to have been received on the second (2nd) Business Day of
such Month.
10.2.2 The Monthly Bill prepared as detailed in Schedule 5 of the PPA, shall include the
following;
i) Provisional Bill for Solar PV power supplied in the immediately preceding Month;
(a) Adjustments against the Provisional Bill(s) based on Energy Accounts for the
Solar PV power supplied in the Month(s) preceding to the previous month(s);
(b) Any other adjustments to cover changes in open access related charges and
any other prior-period adjustments;
2 Late Payment Surcharge, if any; and
3 Taxes, Duties, Levies etc as applicable.
10.3 Payment of Monthly Bills
10.3.1 The Procurers shall pay the amount payable under the Monthly Bill on the Due Date to
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such account of the Seller, as shall have been previously notified to the Procurers in
accordance with Article 10.3.2 below.
10.3.2 The Seller shall open a bank account at Lucknow, Uttar Pradesh (“Seller’s Designated
Account") for all Tariff Payments be made by the Procurers to the Seller, and notify the
Procurers of the details of such account at least ninety (90) Days before the dispatch
of the first Monthly Bill. The Procurers shall also designate a bank account at Lucknow
(the "Procurer’s Designated Account") for payments to be made by the Seller to the
Procurers, if any, and notify the Seller of the details of such account ninety (90) days
before the dispatch of the first Monthly Bill. The Seller and the Procurers shall instruct
their respective bankers to make all payments under this Agreement to the Procurers’
Designated Account or the Seller’s Designated Account, as the case may be, and
shall notify either Party of such instructions on the same day.
10.3.3 Late Payment Surcharge
In the event of delay in payment of a Monthly Bill by the Procurers sixty (60) days
beyond its due date, a Late Payment Surcharge shall be payable by the Procurers to
the Seller at the rate of 1.25% per month on the outstanding amount calculated on a
day to day basis. The Late Payment Surcharge shall be claimed by the Seller through
the next Monthly Bill.
10.3.4 Rebate
For payment of any Bill within due date, the following Rebate shall be paid by the
Seller to the Procurers in the following manner.
a) A Rebate of 2% shall be payable to the Procurers for the payments made in full
within one month of receipt of the Bill by the Procurer.
b) For payment of Bill subsequently but up to the Due Date, a rebate of 1% shall be
allowed for the payments made in full.
c) No Rebate shall be payable on the Bills raised on account of taxes, duties and cess
etc.
10.4 Payment Security Mechanism
Letter of Credit (LC):
10.4.1 The Procurers shall provide to the Seller, in respect of payment of its Monthly Bills, an
unconditional, revolving and irrevocable letter of credit (“Letter of Credit”), opened and
maintained by the Procurers, which may be drawn upon by the Seller in accordance
with this Article. The Procurers shall provide to the Seller draft of the Letter of Credit
proposed to be provided to the Seller two (2) months before the Scheduled
Commissioning Date.
10.4.2 Not later than one (1) month before the start of supply, the Procurers shall through a
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scheduled bank at Lucknow open a Letter of Credit in favour of the Seller, to be made
operative at least 15 days 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
reviewed every year, in the month of January and revised w.e.f. April for an amount
equal to:
i) for the first Contract Year, equal to the estimated average monthly billing;
ii) for each subsequent Contract Year, equal to the one point one (1.1) times the
average of the monthly Tariff Payments of the previous Contract Year.
10.4.3 Provided that the Seller shall not draw upon such Letter of Credit prior to the Due Date
of the relevant Monthly Bill, and shall not make more than one drawal in a Month.
10.4.4 Provided further that if at any time, such Letter of Credit amount falls short of the
amount specified in Article 10.4.2 due to any reason whatsoever, the Procurers shall
restore such shortfall within seven (7) days.
10.4.5 The Procurers shall cause the scheduled bank issuing the Letter of Credit to intimate
the Seller, in writing regarding establishing of such irrevocable Letter of Credit.
10.4.6 The Procurers shall ensure that the Letter of Credit shall be renewed not later than thirty
(30) days prior to its expiry.
10.4.7 All costs relating to opening, maintenance of the Letter of Credit shall be borne by the
Procurers.
10.4.8 If, the Procurers fails to pay a Monthly Bill or part thereof within and including the Due
Date, then, subject to Article 10.4.6, the Seller may draw upon the Letter of Credit, and
accordingly the bank shall pay without any reference or instructions from the Procurers,
an amount equal to such Monthly Bill or part thereof, by presenting to the scheduled
bank issuing the Letter of Credit, the following documents:
i) a copy of the Monthly Bill which has remained unpaid by the Procurers;
ii) a certificate from the Seller to the effect that the bill at item (i) above, or specified
part thereof, is in accordance with the Agreement and has remained unpaid
beyond the Due Date;
10.4.9 Payment Security Fund
A payment Security Fund will be set up suitable to support payment for atleast 3(three
months) billing of project tied up with this fund
10.5 Third Party Sales by the Seller
10.5.1 Notwithstanding anything to the contrary contained in this Agreement, upon the
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occurrence of any of the following event(s), the Seller shall be entitled to regulate power
supply of Solar PV power;
i) Default in making payment by the 30hday from the Due Date,
ii) Non-recoupment of LC by the 30thday of its operation.
iii) Non-availability of LC for operation and for its required value by the 30thday of the Due
Date.
10.5.2 The Seller shall issue the Notice for Regulation of Power Supply on the date above and
shall give a notice of 7 days to start the regulation on the 8th day.
10.5.3 Regulation of Power Supply would be on pro-rata basis i.e., in the ratio of amount due
and unpaid to total amount due against the relevant Monthly Bill. In case of shortfall in
amount of LC available, the right to regulate shall be in the ratio of shortfall in LC
maintained /available to the total amount of LC required.
10.5.4 In order to avoid any doubts, it is illustrated that:
i) In the event of a bill amounting to Rs. 25 Crore is unpaid to the extent of Rs. 10
Crore, The Seller would have a right to regulate and sell Procurer’s allocation of the
power to third parties to the extent of 40% (i.e. 10/25x100).
ii) If LC required to be opened/ maintained by Procurers is to the extent of Rs. 25 Crore

and LC opened/maintained/available is to the extent of Rs. 15 Crore only i.e. LC
available is short by Rs. 10 Crore, The Seller would have a right to regulate and sell
Procurers’ allocation of power to third parties to the extent of 40% (i.e.. 10/25x100).
10.5.5 The Seller shall have the right to divert the Solar PV power or part thereof and sell it to
any third party namely;
i) Any consumer, subject to applicable Law; or
ii) Any licensee under the Act;
The Seller shall request the concerned SLDC/UPLDC to divert such power to third
party, as it may consider appropriate.
10.5.6 Provided that in case of sale to third party, the procurer shall pay for the energy so
sold to third party but the seller shall pay the full amount received from the third party
sale to the procurer.
10.5.7 Sales to any third party shall cease and regular supply of electricity to the Procurers
shall commence and be restored within two (02) days from the date of clearing all the
outstanding dues payable to the Seller for the Solar PV power under this Agreement.
10.5.8 Further, that the liability of the Procurers to make the Tariff Payments to the Seller as
per Energy Accounts shall start from the day of such restoration of supply of power and
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shall continue for such periods wherein such power was made available to the
Procurers.
10.6 Disputed Bill
10.6.1 If the Procurers does not dispute a Monthly Bill raised by the other Party within fifteen
(15) days of receiving such Bill shall be taken as conclusive.
10.6.2 If the Procurers disputes the amount payable under a Monthly Bill it shall pay 95% of
the disputed 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 the disputed amount;
ii) its estimate of what the correct amount should be; and
iii) all written material in support of its claim.
10.6.3 If the Seller agrees to the claim raised in the Bill Dispute Notice issued pursuant to
Article 10.6.2, the Seller shall make appropriate adjustment in the next Monthly Bill. In
such a 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 Procurers and up to and including the date on which such
payment has been received as refund.
10.6.4 If the Seller does not agree to the claim raised in the Bill Dispute Notice issued pursuant
to Article 10.6.2, it shall, within fifteen (15) days of receiving the Bill Dispute Notice,
furnish a notice (Bill Disagreement Notice) to the disputing Party providing:
i) reasons for its disagreement;
ii) its estimate of what the correct amount should be; and
iii) all written material in support of its counter-claim.
10.6.5 Upon receipt of the Bill Disagreement Notice by the Procurers under Article 10.6.2,
authorized representative(s) of the Procurers and the Seller shall meet and make best
endeavors to amicably resolve such dispute within fifteen (15) days of receipt of the Bill
Disagreement Notice.
10.6.6 If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of
Bill Disagreement Notice pursuant to Article 10.6.4, the matter shall be referred to
Dispute resolution in accordance with Article 16.
10.6.7 For the avoidance of doubt, it is clarified that despite a Dispute regarding an Invoice,
the Procurers shall, without prejudice to its right to Dispute, be under an obligation to
make payment, of 95% of the Disputed Amount in the Monthly Bill.
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10.7 Quarterly and Annual Reconciliation
10.7.1 The Parties acknowledge that all payments made against Monthly Bills shall be subject
to quarterly reconciliation within 30 days of the end of the quarter of each Contract
Year and annual reconciliation at the end of each Contract Year within 30 days thereof
to take into account the Energy Accounts, Tariff adjustment payments, Tariff Rebate,
Late Payment Surcharge, or any other reasonable circumstance provided under this
Agreement.
10.7.2 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 Procurers and the Seller shall jointly sign such reconciliation
statement. After signing of a reconciliation statement within 15 days, the Seller shall
make appropriate adjustments in the following Monthly Bill, with Surcharge/Interest, as
applicable. 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
to the above reconciliation shall be dealt with in accordance with the provisions of
Article16.
10.8 Payment of Supplementary Bill
10.8.1 Either Party may raise a bill on the other Party ("Supplementary Bill") for payment on
account of:
i) Adjustments required by the Regional Energy Account (if applicable); or
ii) Change in Law as provided in Article 12,
and such Supplementary Bill shall be paid by the other Party.
10.8.2 Procurers shall remit all amounts due under a Supplementary Bill raised by the SPP to
the SPP's Designated Account by the Due Date. Similarly, the SPP shall pay all amounts
due under a Supplementary Bill raised by Procurers, if any, by the Due Date to
concerned Procurers designated bank account. For such payments by Procurers,
Rebate as applicable to Monthly Bills pursuant to Article 10.3.5 shall equally apply.
10.8.3 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 10.3.4.
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ARTICLE 11: FORCE MAJEURE
11.1 Definitions
11.1.1 In this Article, the following terms shall have the following meanings:
11.2 Affected Party
11.2.1 An affected Party means the Seller or the Procurers whose performance has been
adversely affected by an event of Force Majeure.
11.3 Force Majeure
11.3.1 A ‘Force Majeure’ means any event or circumstance or combination of events and
circumstances as 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 in performing its obligations:
a) Act of God, including, but not limited to lightning, drought, fire and explosion,
earthquake, volcanic eruption, landslide, flood, cyclone, typhoon, tornado, or
b) Explosion, accident or breakage of transmission facilities to deliver power from the

Delivery Points to the receiving substation(s); or
c) any act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, revolution, riot, insurrection, terrorist or military
action making the performance of obligations as specified herein as impossible; or
d) 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.
e) An event of force majeure affecting the concerned STU, as the case may be, thereby
affecting the evacuation of power from the Delivery Points by the Procurers;
11.4 Force Majeure Exclusions
11.4.1 Force Majeure shall not include (i) any event or circumstance which is within the
reasonable control of the Parties and (ii) the following conditions, except to the extent
that they are consequences of an event of Force Majeure:
a. Non-performance resulting from normal wear and tear typically experienced in power
generation materials and equipment;
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b. Strikes at the facilities of the Affected Party;
c. Insufficiency of finances or funds or the agreement becoming onerous to perform;

and
d. Non-performance caused by, or connected with, the Affected Party’s:
i. Negligent or intentional acts, errors or omissions;
ii. Failure to comply with an Indian Law; or
iii. Breach of, or default under this Agreement.
11.5 Notification of Force Majeure Event
(a) 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 seven (7) 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.
Provided that such notice shall be a pre-condition to the Affected Party’s entitlement to
claim relief under this Agreement. Such notice shall include full particulars of the event of
Force Majeure, its effects on the Party claiming relief and the remedial measures
proposed. The Affected Party shall give the other Party regular (and not less than
monthly) reports on the progress of those remedial measures and such other information
as the other Party may reasonably request about the Force Majeure Event.
(b) 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.
11.6 Duty to Perform and Duty to Mitigate
11.6.1 To the extent not prevented by a Force Majeure Event pursuant to Article 11.3, 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.
11.7 Available Relief for a Force Majeure Event
11.7.1 Subject to this Article 11
(a) No Party shall be in breach of its obligations pursuant to this Agreement except to the
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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 as specified under this Agreement;
(c) For avoidance of doubt, neither Party’s 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;
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ARTICLE 12: CHANGE IN LAW
12.1 Definitions
In this Article 12, the following terms shall have the following meanings:
12.1.1 "Change in Law" means the occurrence of any of the following events after the last date
of bid submission resulting into any additional recurring/ non-recurring expenditure by the
SPP or any income to the SPP :
** the enactment, coming into effect, adoption, promulgation, amendment, modification

or repeal (without re-enactment or consolidation) in India, of any Law, including rules
and regulations framed pursuant to such Law;
** a change in the interpretation or application of any Law by any Indian Governmental

Instrumentality having the legal power to interpret or apply such Law, or any
Competent Court of Law;
** the imposition of a requirement for obtaining any Consents, Clearances and Permits
which was not required earlier;
** a change in the terms and conditions prescribed for obtaining any Consents,
Clearances and Permits or the inclusion of any new terms or conditions for obtaining
such Consents, Clearances and Permits; except due to any default of the SPP;
** any change in tax or introduction of any tax made applicable for supply of power by
the SPP as per the terms of this Agreement.
but shall not include (i) any change in the taxes on corporate income or any change in
any withholding tax on income or dividends distributed to the shareholders of the SPP, or
(ii) any change on account of regulatory measures by the Appropriate Commission
including calculation of Availability.
12.2 Relief for Change in Law
12.2.1 The aggrieved Party shall be required to approach the State Commission for seeking
approval of Change in Law.
12.2.2 The decision of the Appropriate (State) Commission to acknowledge a Change in Law
and provide relief for the same shall be final and governing on both the Parties.
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ARTICLE 13: EVENTS OF DEFAULT AND TERMINATION
13.1 SPP Event of Default
13.1.1 The occurrence and continuation of any of the following events, unless any such event
occurs as a result of a Force Majeure Event, shall constitute a SPP Event of Default:
(i) the failure to commission the plant within the stipulated time or failure to commence
supply of power to Procurers up to the Contracted Capacity, relevant to the
Scheduled Commissioning Date, by the end of ‘13 months for plants up to 250 MW’
and 15 months for plants above 250 MW at a single location ’; [Developer to retain
condition as per the plant capacity allocated] ; or
If:
a) Except to bank the SPP assigns, mortgages or charges or purports to assign,

mortgage or charge any of its assets or rights related to the Power Project in
contravention of the provisions of this Agreement; or
b) the SPP transfers or novates any of its rights and/ or obligations under this
agreement, in a manner contrary to the provisions of this Agreement; except where
such transfer
 is in pursuance of a Law; and does not affect the ability of the transferee to
perform, and such transferee has the financial capability to perform, its obligations
under this Agreement or
 is to a transferee who assumes such obligations under this Agreement and the
Agreement remains effective with respect to the transferee;
(ii) if (a) the SPP becomes 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 SPP, or (c) the SPP goes 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 SPP will not be a SPP Event 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
to the SPP and expressly assumes all obligations of the SPP under this Agreement
and is in a position to perform them; or
(iii) the SPP repudiates this Agreement and does not rectify such breach within a period
of thirty (30) days from a notice from Procurers in this regard; or
(iv) except where due to any Procurers’ s failure to comply with its material obligations,
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the SPP is in breach of any of its material obligations pursuant to this Agreement,
and such material breach is not rectified by the SPP within thirty (30) days of receipt
of first notice in this regard given by Procurers.
(v) Failure to replace the Performance Bank Guarantee, as per the terms of this
Agreement; or
(vi) Occurrence of any other event which is specified in this Agreement to be a material
breach/ default of the SPP.
13.2 Procurers Event of Default
13.2.1 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 SPP of its
obligations under this Agreement, shall constitute the Event of Default on the part of
defaulting Procurers:
(i) Procurers fails to pay (with respect to a Monthly Bill or a Supplementary Bill) an
amount exceeding fifteen (15%) of the undisputed part of the most recent Monthly/
Supplementary Bill for a period of ninety (90) days after the Due Date and the SPP is
unable to recover the amount outstanding to the SPP through the Letter of Credit /
Default Escrow Account for the applicable Month; or
(ii) Procurers repudiates this Agreement and does not rectify such breach even within a
period of thirty (30) days from a notice from the SPP in this regard; or
(iii) except where due to any SPP’s failure to comply with its obligations, Procurers is in
material breach of any of its obligations pursuant to this Agreement, and such material
breach is not rectified by Procurers within thirty (30) days of receipt of notice in this
regard from the SPP to Procurers ; or
(iv) if
 Procurers becomes 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
 any winding up or bankruptcy or insolvency order is passed against Procurers , or
 Procurers goes into liquidation or dissolution or a receiver or any similar officer is

appointed over all or substantially all of its assets or official liquidator is appointed
to manage its affairs, pursuant to Law,
 Provided that it shall not constitute a Procurers Event of Default, where such
dissolution or liquidation of Procurers or Procurers is for the purpose of a merger,
consolidation or reorganization and where the resulting entity has the financial
standing to perform its obligations under this Agreement and has creditworthiness
similar to Procurers and expressly assumes all obligations of Procurers and is in a
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position to perform them; or;
(v) Occurrence of any other event which is specified in this Agreement to be a material
breach or default of Procurers.
13.3 Procedure for cases of SPP Event of Default
13.3.1 Upon the occurrence and continuation of any SPP Event of Default under Article 13.1,
Procurers shall have the right to deliver to the SPP a notice stating its intention to
terminate this Agreement (Procurers Preliminary Default Notice), which shall specify in
reasonable detail, the circumstances giving rise to the issue of such notice.
13.3.2 Following the issue of Procurers Preliminary Default Notice, the Consultation Period of
sixty (60) 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 have to be taken with a
view to mitigate the consequences of the relevant Event of Default having regard to all
the circumstances.
13.3.3 During the Consultation Period, the Parties shall, save as otherwise provided in this
Agreement, continue to perform their respective obligations under this Agreement.
13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless
the Parties shall have otherwise agreed to the contrary or the SPP Event of Default giving
rise to the Consultation Period shall have ceased to exist or shall have been remedied,
Procurers may terminate this Agreement by giving a written Termination Notice of thirty
(30) days to the SPP.
13.3.5 In addition to the levy of damages as aforesaid, the lenders shall be entitled to exercise
their rights of substitution, in accordance with the substitution agreement provided in the
PPA and in concurrence with the Procurers. However, in the event the lenders are unable
to substitute the defaulting Solar Power Generator within the stipulated period, the
Procurer may terminate the PPA and acquire the Project assets for an amount equivalent
to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and
liquidate the Project assets
13.4 =Procedure for cases of Procurers Event of Default
13.4.1 Upon the occurrence and continuation of any Procurers Event of Default specified in
Article 13.2 the SPP shall have the right to deliver to Procurers, a SPP Preliminary
Default Notice, which notice shall specify in reasonable detail the circumstances giving
rise to its issue.
13.4.2 Following the issue of a SPP Preliminary Default Notice, the Consultation Period of sixty
(60) days or such longer period as the Parties may agree, shall apply and it shall be the
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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.
13.4.3 During the Consultation Period, the Parties shall continue to perform their respective
obligations under this Agreement.
13.4.4 After a period of seven (7) days following the expiry of the Consultation Period and
unless the Parties shall have otherwise agreed to the contrary or Procurers Event of
Default giving rise to the Consultation Period shall have ceased to exist or shall have
been remedied, the SPP shall be free to sell the Contracted Capacity to any third party
of the SPP’s choice.
Provided further that at the end of three (3) months period from the period mentioned in
this Article 13.4.4, this Agreement may be terminated by the SPP and at its discretion
require the defaulting Procurer to pay to the Solar Power Generator, damages,
equivalent to 6 (six) months, or balance PPA period whichever is less, of charges for its
contracted capacity, with the Project assets being retained by the Solar Power
Generator.
In the event of termination of PPA, damages or charges payable to the STU/ CTU , for
the connectivity of the plant, shall be borne by the Procurer for six months only.
13.5 Termination due to Force Majeure
13.5.1 If the Force Majeure Event or its effects continue to be present beyond the period as
specified in Article 4.7.3, 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.
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ARTICLE 14: COMPENSATION FOR OFFTAKE CONSTRAINTS
In the account of unavailability of Transmission Infrastructure/Grid or in the eventuality of a

Backdown Constraints may be there to not to schedule Power. Compensation to the
Seller will be provided as following:-
14.1.a COMPENSATION FOR Offtake constraint due to Transmission infrastructure not

complete /ready
After the Scheduled commissioning date, if the Plant is ready but necessary power
evacuation/transmission infrastructure is not ready for reasons not attributable to Solar
Power Generator Generation leading to offtake constraints, Generation compensation will
be provided as follows:
i) The normative CUF of 19% (nineteen per cent) or committed CUF-------%, whichever is
lower, for the period of grid unavailability, shall be taken for the purpose of calculation of
generation loss. Corresponding to this generation loss, the excess generation by the SPP
in the succeeding 3 (three) Contract Years, shall be procured by the Procurer at the
contracted tariff so as to offset this loss.
However, if the plant is ready before SCD, but the off take is constrained because of
inadequate/ incomplete power evacuation infrastructure, no compensation shall be
provided.
14.1.b COMPENSATION FOR OFF TAKE CONSTRAINTS DUE TO GRID UNAVAILABILTY
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 Solar Power Generator. In such cases the generation
compensation shall be addressed by the Procurer in following manner:
Duration of Grid Unavailability Provision for Generation

Compensation
Grid unavailability in a contract year : Generation Loss = [(Average Generation

(only period from 8 am to 6 pm to be per hour during the contract year) ×
counted). (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) ÷
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Total hours of generation in the contract

year
The excess generation by the SPD equal to

this generation loss shall be procured by
the Procurer at the PPA tariff so as to offset
this loss in the succeeding 3 (three)
Contract Years.
14.2 OFF TAKE CONSTRAINTS DUE TO BACKDOWN
“Must Run” Status will be provided to Solar Power Projects. In case such eventuality of
Backdown arises, except for the cases where the Backdown is on account of events like
consideration of grid security or safety of any equipment or personnel or other such
conditions, the Solar Power Producer shall be eligible for a Minimum Generation
Compensation, from the Procurer, in the manner detailed below.
Duration of Backdown Provision for Generation Compensation
Hours of Backdown Minimum Generation Compensation = 50% of

during a monthly billing [(Average Generation per hour during the month)
cycle. × (number of backdown hours during the month)
× PPA Tariff]
Where, Average Generation per hour during the month

(kWh) = Total generation in the month (kWh) ÷ Total
hours of generation in the month
The Generation Compensation shall be paid as part of the energy bill for the successive month
after receipt of Regional Energy Accounts (REA). No Trading Margin shall be applicable on this
Generation Compensation
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ARTICLE 15: LIABILITY AND INDEMNIFICATION
15.1Indemnity
15.1.1The SPP shall indemnify, defend and hold Procurers harmless against:
a) any and all third party claims against Procurers 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 the
SPP of any of its obligations under this Agreement; and
b) any and all losses, damages, costs and expenses including legal costs, fines,
penalties and interest actually suffered or incurred by Procurers from third party
claims arising by reason of:
 breach by the SPP of any of its obligations under this Agreement, (provided that this
Article 14 shall not apply to such breaches by the SPP, for which specific remedies
have been provided for under this Agreement), or
 any of the representations or warranties of the SPP, if any made under this
Agreement, being found to be inaccurate or untrue.
15.1.2Procurers shall indemnify, defend and hold the SPP harmless against:
a) any and all third party claims against the SPP, 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
Procurers of any of its obligations under this Agreement; and
b) any and all losses, damages, costs and expenses including legal costs, fines,
penalties and interest (‘Indemnifiable Losses’) actually suffered or incurred by the
SPP from third party claims arising by reason of:
 a breach by Procurers of any of its obligations under this Agreement (Provided

that this Article 14 shall not apply to such breaches by Procurers , for which
specific remedies have been provided for under this Agreement.) or
 any of the representations or warranties of Procurers , if any made under this

Agreement, being found to be inaccurate or untrue.
15.2 Procedure for claiming Indemnity
15.2.1 Third party claims
a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party
pursuant to Article 15.1.1(a) or 15.1.2(a), the Indemnified Party shall promptly notify the
Indemnifying Party of such claim referred to in Article 15.1.1(a) or 15.1.2 (a) in respect of
which it is entitled to be indemnified. Such notice shall be given as soon as reasonably
practicable after the Indemnified Party becomes aware of such claim. The Indemnifying
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Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of
the above notice. Provided however that, if:
i) the Parties choose to refer the dispute before the Arbitrator in accordance with
Article 17.3.2; and
ii) the claim amount is not required to be paid/ deposited to such third party pending
the resolution of the Dispute,
the Indemnifying Party shall become liable to pay the claim amount to the Indemnified
Party or to the third party, as the case may be, promptly following the resolution of the
Dispute, if such Dispute is not settled in favour of the Indemnified Party.
b. The Indemnified Party may contest the claim by referring to the Arbitrator for which it is
entitled to be Indemnified under Article 15.1.1(a) or 15.1.2(a) and the Indemnifying Party
shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by
the Indemnified party. However, such Indemnified Party shall not settle or compromise
such claim without first getting the consent of the Indemnifying Party, which consent shall
not be unreasonably withheld or delayed.
15.3 Indemnifiable Losses
15.3.1 Where an Indemnified Party is entitled to Indemnifiable Losses from the Indemnifying
Party pursuant to Article 14.1.1(b) or 14.1.2(b), the Indemnified Party shall promptly notify
the Indemnifying Party of the Indemnifiable 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 nonpayment of such losses after a valid notice under this Article 14.3,
such event shall constitute a payment default under Article 13.
15.4 Limitation on Liability
15.4.1 Except as expressly provided in this Agreement, neither the SPP nor Procurers 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 Procurers , the SPP or others), strict liability, contract,
breach of statutory duty, operation of law or otherwise.
15.4.2 Procurers shall have no recourse against any officer, director or shareholder of the SPP
or any Affiliate of the SPP or any of its officers, directors or shareholders for such claims
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excluded under this Article. The SPP shall have no recourse against any officer, director
or shareholder of Procurers, or any Affiliate of Procurers or any of its officers, directors or
shareholders for such claims excluded under this Article.
15.5 Duty to Mitigate
15.5.1 The Parties shall endeavor to take all reasonable steps so as mitigate any loss or
damage which has occurred under this Article 14.
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ARTICLE 16: ASSIGNMENTS AND CHARGES
16.1 Assignments
This Agreement shall be binding upon, and inure to the benefit of the Parties and their
respective successors and permitted assigns. This Agreement shall not be assigned by
any Party other than by mutual consent between the Parties to be evidenced in writing:
 Provided that, such consent shall not be withheld if the Seller seeks to transfer to any
affiliate all of its rights and obligations under this Agreement.
 Provided further that any successor(s) or permitted assign(s) identified after mutual
agreement between the Parties may be required to execute a new agreement on the
same terms and conditions as are included in this Agreement.
 Provided that, [Procurer] shall permit assignment of any of SPPs rights and
obligations under this Agreement in favour of the lenders to the SPPs, if required
under the Financing Agreements.
16.2 Permitted Charges
16.2.1 Neither Party shall create or permit to subsist any encumbrance over all or any of its
rights and benefits under this Agreement.
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ARTICLE 17: GOVERNING LAW AND DISPUTE RESOLUTION
17.1 Governing Law
17.1.1 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 arising out of
or in connection with this Agreement shall be under the jurisdiction of court in Lucknow.
17.2 Amicable Settlement and Dispute Resolution
17.2.1 Amicable Settlement
i. Either Party is entitled to raise any claim, dispute or difference of whatever nature arising
under, out of or in connection with this Agreement (“Dispute”) by giving a written notice
(Dispute Notice) to the other Party, which shall contain:
a. a description of the Dispute;
b. the grounds for such Dispute; and
c. all written material in support of its claim.
ii. The other Party shall, within thirty (30) days of issue of Dispute Notice issued under
Article 5.6.2, furnish:
a. counter-claim and defenses, if any, regarding the Dispute; and
b. all written material in support of its defenses and counter-claim.
iii. Within thirty (30) days of issue of Dispute Notice by any Party pursuant to Article 5.6.2 if
the other Party does not furnish any counter claim or defence under Article 5.6.4 or thirty
(30) days from the date of furnishing counter claims or defence by the other Party, both
the Parties to the Dispute shall meet to settle such Dispute amicably. If the Parties fail to
resolve the Dispute amicably within thirty (30) days from the later of the dates mentioned
in this Article 5.6.4, the Dispute shall be referred for dispute resolution in accordance
with Article 11.3.
17.3 Dispute Resolution
17.3.1 Dispute Resolution by the Appropriate Commission
17.3.1.1 Where any Dispute (i) arises from a claim made by any Party for any change in or
determination of 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 determination of any of such
claims could result in change in the Tariff, or (ii) 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
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amended from time to time.
17.3.1.2The obligations of the Procurers under this Agreement towards The Seller shall not
be affected in any manner by reason of inter-se disputes amongst the Procurers.
17.3.2 Dispute Resolution through Arbitration
17.3.2.1 If the Dispute arises out of or in connection with any claims not covered in Article
17.3.1, such Dispute shall be resolved by arbitration under the Indian Arbitration and
Conciliation Act, 1996 as under:
i) The Arbitration Tribunal shall consist of three (3) arbitrators. Each party shall
appoint one Arbitrator within 30 days of the receipt of request for settlement of
dispute by Arbitration. The two appointed Arbitrators shall within 30 days of their
appointment, appoint a third Arbitrator who shall act as presiding Arbitrator. In case
the party fails to appoint an Arbitrator within 30 days from the date of receipt of
request or the two appointed Arbitrator fails to agree on third Arbitrator within 30
days of their appointment, the appointment of Arbitrator, as the case may be, shall
be made in accordance with the Indian Arbitration and Conciliation Act, 1996.
ii) The place of arbitration shall be Lucknow. The language of the arbitration shall be
English.
iii) The Arbitration Tribunal’s award shall be substantiated in writing. The Arbitration
Tribunal shall also decide on the costs of the arbitration proceedings and the
allocation thereof.
iv) The provisions of this Article shall survive the termination of this PPA for any
reason whatsoever.
v) The award shall be of majority decision. If there is no majority, the award will be
given by the presiding Arbitrator.
17.4 Parties to Perform Obligations
17.4.1 Notwithstanding the existence of any Dispute and difference referred to the
Appropriate Commission or the Arbitration Tribunal as provided in Article 16.3 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.
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ARTICLE 18: MISCELLANEOUS PROVISIONS
18.1 Amendment
18.1.1 This Agreement may only be amended or supplemented by a written agreement between the
Parties.
18.2 Third Party Beneficiaries
18.2.1 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.
18.3 Waiver
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
authorized representative of such Party:
18.3.1Neither 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.
18.4 Confidentiality
18.4.1 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:
18.4.2 to their professional advisors;
18.4.3 to their officers, contractors, employees, agents or representatives, financiers, who need to
have access to such information for the proper performance of their activities; or
18.4.4 disclosures required under Law.
without the prior written consent of the other Parties.
18.5 Severability
18.5.1 The invalidity or unenforceability, for any reason, of any part of this Agreement shall not
prejudice or affect the validity or enforceability of the remainder of this Agreement, unless the
part held invalid or unenforceable is fundamental to this Agreement.
18.6 Notices
18.6.1 All notices or other communications which are required to be given under this Agreement shall
be in writing and in the English language.
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18.6.2 If to the Procurers, 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 : Uttar Pradesh Power Corporation Ltd., Shakti Bhawan, 14

– Ashok Marg, Lucknow – 226 001
18.6.3 If to the Seller, 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:
Address :M/s -------------------------------
-----------------------------------
--------------------------------------
18.6.4 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.
18.6.5 Any Party may by notice of at least fifteen (15) days to the other Party change the
address and/or addresses to which such notices and communications to it are to be
delivered or mailed.
18.7 Language
18.7.1 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.
18.7.2 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.
18.8 Restriction of Shareholders / Owners’ Liability
18.8.1 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
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shareholder/s of each Party to this Agreement shall be restricted to the extent provided
in the Indian Companies Act, 1956.
18.9 Taxes and Duties
18.9.1 The Procurers shall bear and promptly pay all statutory taxes, duties, levies and cess,
assessed/ levied on the Procurers, contractors or their employees that are required to
be paid by the Procurers as per the Law in relation to the execution of the Agreement.
18.9.2 The Seller shall be indemnified and held harmless by the Procurers against any claims
that may be made against the Seller in relation to the matters set out in Article 17.9.1.
18.9.3 The Seller shall not be liable for any payment of, taxes, duties, levies, cess whatsoever
for discharging any obligation of the Procurers by The Seller on behalf of Procurers or its
personnel.
18.10 No Consequential or Indirect Losses
18.10.1 The liability of the Procurers and The Seller shall be limited to that explicitly provided in
this Agreement.
Provided that notwithstanding anything contained in this Agreement, under no event

shall the Seller or the Procurers claim from one another any indirect or consequential
losses or damages.
18.11 Order of priority in application
In case of inconsistencies between the agreement(s) executed between the Parties,

applicable Law including rules and regulations framed thereunder, the order of priority
as between them shall be the order in which they are placed below:
i. applicable Law, rules and regulations framed thereunder;
ii. the state Grid Code; and
iii. the terms and conditions of this Agreement;
18.12 Independent Entity
18.12.1 The Procurers shall be an independent entity performing its obligations pursuant to the
Agreement.
18.12.2 Subject to the provisions of the Agreement, the Procurers shall be solely responsible
for the manner in which its obligations under this Agreement are to be performed. All
employees and representatives of the Procurers in connection with the performance of
the Agreement shall be under the complete control of the Procurers and shall not be
deemed to be employees, representatives, of the Seller and nothing contained in the
Agreement or in any agreement or contract awarded by the Procurers shall be
construed to create any contractual relationship between any such employees,
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representatives or contractors and The Seller.
18.13 Compliance with Law
18.13.1 Despite anything contained in this Agreement but without prejudice to this Article,
if any provision of this Agreement shall be in deviation or inconsistent with or
repugnant to the provisions contained in the Electricity Act, 2003, or any rules and
regulations made thereunder, such provision of this Agreement shall be deemed to
be amended to the extent required to bring it into compliance with the aforesaid
relevant provisions as amended from time to time.
IN WITNESS WHEREOF the Parties have caused the Agreement to be executed through their
duly authorized representatives as of the date and place set forth above.
Seller: UPPCL:
M/s ----------------------------- Uttar Pradesh Power Corporation Ltd.
Signature:_ Signature: _______________________
Name:_ Name: __________________________
Designation: Director Designation: _____________________
Seal: Seal:
Witness: Witness:
1. Name: _______________________ 1. Name: _______________
Designation: _______________ Designation: _________________
Signature: Signature:
2. Name: ________________________ 2. Name: _______________
Designation: _______________ Designation: _________________
Signature: Signature:
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Schedule 1: Particulars of the Project
Sr.No. Item Description
1. Project Capacity ----- MW
2. Solar PV Module Make -
3. Solar PV Module Model No. -
4. Module Rating in kW -
5. Technology used -
6. Key accessories -
7. -
8. -
9. -
10. -
11. AC/DC/AC System (Yes/No) -
12. Rated voltage (V) -
13. -
14. -
15. -
16. Units to be generated per annum (kWh) at -

projected CUF
17. Auxiliary Consumption (kWh) -
18. Reactive Power requirement -
19. Type of Utilisation -
20. Scheduled Month /Year of Commissioning 13/15 months
21. Capacity Utilization Factor ( CUF) % -------%
22. Type Test Certificate -
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23. Any Other Documents -
Seal of Company Name of Seller:
Date:
Signature:
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Schedule 2: Location of Plant
To be filled & duly signed by Seller
Sr. No. Particulars Details to be filled up by

the Seller
1. Land purchase date To be provided separately
2. Total area of the land in possession -do-
3. Name of (a) village (b) Tehsil (c) District Village-
Location/Installation Tehsil-
District-
State- U.P.
4. Survey No. To be provided separately
5 Whether counter-survey of the land is To be provided separately

carried out (copy enclosed)
6. Power Evacuation system used for To be provided separately

transmitting the power generated from
the plant to the Delivery Point in consultation with
DISCOM/STU
Seal of Company Name of Seller:M/s
Date: Signature:
137
Schedule 3: Plant Layout
Attach Appropriate Drawings/Documents
(To be provided separately)
138
Schedule 4: Site Drawing
Attach Appropriate Drawings/Documents
(To be provided later)
139
Schedule 5: Format for Monthly Power Bill
To be prepared as per requirements
140
Schedule 6: Parameters and Technical Limits of Supply
1. Electrical characteristics
 Three phase alternating current
 Nominal declared frequency : 50.0 Hz
 Final Voltage at Delivery Point: 132/33 kV
(Pooling stations)
Short circuit rating:
As a part of the detailed design process, the Seller shall calculate the short circuit
rating (minimum and maximum), and supply this information to the Procurer(s).
Note: The tolerances & Electrical characteristics variations will be as per STU / CTU
performance Standards. The electrical clearances will be as per relevant standard.
 Basic insulation level of 132kV 33 KV

 Transformer(s) 550 kVp
 Bushing(s) 650 kVp
 Equipment 650 kVp
2. Quality of Service
The Seller shall be responsible for the delivery of energy conforming Performance
Standards for Transmission and Bulk Supply as approved by Procurer(s) / STU / CTU.
The maximum current and voltage waveform distortion shall be in accordance with
respective STU / CTU, Engineering Recommendations, System Design and
Development Committee, Limits for Harmonics in the United Kingdom Electricity
Supply System.
Phase voltage unbalance will be limited to one percent (1%).
3. Power Factor
The Generator shall maintain the Power Factor as per the prevailing SERC / CERC
regulations and as may be stipulated / specified by DISCOM / STU / CTU from time to
141
time. The Seller shall provide suitable protection devices, so that the Electric
Generators could be isolated automatically when grid supply fails.
Connectivity criteria like short circuit level (for switchgear), neutral Grounding, faultclearance
time, current unbalance (including negative and zero sequence currents), limit ofharmonics etc.
shall be as per Grid Code.
The Project Site is located atVillage----------- Tehsil- ------------- , District------------- , State-Uttar

Pradesh of India.
142
Schedule 7: Technical Limits
1. The nominal steady state electrical characteristics of the system are as follows:
a. three phase alternating current at 50 Hertz plus or minus 0.5 Hertz.
b. nominal voltage of …………with +.............% to-...............% variation.
2. The Project shall be designed and capable of being synchronized and operated within
a frequency range of 47.5 to 51.5 Hertz and voltage of .............KV
3. Operation of the Project outside the nominal voltage and frequency specified above
will result in reduction of power output consistent with generator capability curves.
Remark:(To be finalised in consultation with STU/DISCOM)
143
Schedule 8: Approvals
1. Consent from the STU / CTU the evacuation scheme for evacuation of the power
generated by the----MW Solar Power Projects.
2. Approval of the Electrical Inspectorate, Government of respective State for
commissioning of the transmission line and the--------MW Solar Power Projects.
3. Certificate of Commissioning of Solar Power Plant at the Project Site.
4. Certificate of Commissioning of Solar Power Project issued by Concerned SLDC.
5. Permission from all other statutory and non-statutory bodies required for the Project.
6. Clearance from the Airport Authority of India, if required.
7. Clearance from the Department of Forest, Ecology and Environment, if required.
Remark: (To beprovided separately)
144
Schedule 9: Testing Procedures
Seller and Procurer(s) shall evolve suitable testing procedures three (3) monthsbefore the
Commercial Operation Date of the Project considering relevant standards.
145
Schedule 10: Copy of the Tariff Quoted by the Seller
(Copy Enclosed)
146

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Request for Proposal (RfP)

Procurement of 1000 MW Power

Grid Connect Solar PV Power Projects

Tariff Based Competitive Bidding Process

RfP No: 01/UPNEDA/GRID Connect/RfP/2018

Uttar Pradesh New and Renewable Energy Development Agency, (UPNEDA)

Uttar Pradesh New and Renewable Energy Development Agency, (UPNEDA)

2. This RfP, along with its Formats, is not transferable.

S.No Annexure No Particulars Yes/No Flag No

1 Annexure-I (a) Cost of RFP Document (Rs 23600)

2 Annexure-I (b) Processing Fees (Rs 5.0 lakhs) (Nonrefundable )

3 Annexure-II EMD in the form of Bank Guarantee of Rs10.6004 lakhs

4 Annexure -III Certificate of Incorporation

5 Annexure-IV Covering letter format 4.1

6 Annexure-V Power of Attorney in favour of the Lead Member issued

7 Annexure-VI In case of consortium, Consortium Agreement along

8 Annexure-VII Format for Qualification Requirement Financial

9 Annexure-VIII Details of computation of Networth duly certified by

11 Annexure-X Consents, clearances and Permits- Format 4.4.C

12 Annexure-XI Board Resolutions -Format 4.5 as applicable

13 Annexure-XII Disclosure statement regarding participation of any

14 Annexure-XIII Power of Attorney of the Bidder, for the person

15 Annexure-XIV Proof of Location identified 100%

16 Annexure-XV A letter from State Transmission Utility (STU)/Central

1. e-tender no. 01/UPNEDA/Grid connect/RfP/2018

2. Particulars of the work Procurement of 1000 MW Power From Grid

4. Last date and time of 6. 2.2018 upto 6.55 PM

The following terms are defined for use in this RfP:

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

“Bidding Consortium” or “Consortium” shall refer to a group of companies that has

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

“Delivery Point” shall be the same as injection point

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

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

“Requisitioned Capacity” means the total aggregate power of 1000 MW proposed to be

1.3. Correspondence for enquiries and clarifications

SECTION 2: INFORMATION AND INSTRUCTION TO BIDDERS

2.1. Total Capacity Offered

2.2. RfP document for Solar PV Power Projects

2.3. Capacity of each Project

2.4. Minimum CUF Limits

2.5. Supply of Power to Procurer

2.6. Tariff for Supply of Power

2.7. Grid Connectivity

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

For 05 to 10 Megawatt capacity-10 Kilometer

transmission line and bay by State Transmission Utility (STU)/Electricity Distribution

2.8. Procurement of RfP Document, Processing Fees

2.8.2 A Bidding company/Consortium will be eligible to participate in the bidding process

2. The bidder should be a company (Bidding Company) or a Consortium of Companies

2.9. Number of Response to RfP by a Company

2.10. Qualification Requirements

2.10.1. Financial Criteria

Net worth shall be computed in the following manner by the Bidder:

Paid up Share capital will include;

2.10.2 Type of Company

ii. A foreign company on standalone basis or as a member of consortium at RfP

Limited Liability Partnerships (LLPs) are not eligible for participation.

2.10.3 Consents, Clearances and Permits