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DAKSHIN HARYANA BIILI VITRAN NIGAM LIMITED

Ref:- Walk In appllcation/O1ISE.ICIPM KUSUM Component A Date: 23 .O2.2O24

Walkin application
for
Installation of Decentralized Ground/ Stilt Mounted Grid Connected Solar
Power Plants of capacity 500 KW to 2 MW on barren /fallow/uncultivable

fpastute fmarshy land/Agricultural land falling within a radius of 5 kms from

substations notified by DHBVN under

Component-A of PM KUSUM SCHEME

Chief Engineer, Commercial, DHBVN

Address: Room No.-228, Vidyut Sadan, Hisar, Haryana,125001

Tel 0'1.652-223796; Email: [email protected], [email protected]

Website:www.dhbvn.org.in
 Ref No.
Dakshin Haryana Bijli vitran Nigam Limited (DHBvNl invites walk in
applications on 'First Come F'irst Senre Basis' from the interested farmers,
group of farmers, Panchayats, Co-operatives, Farmer Producer
Organizations
(FPo), and Water User Associations (WUA) for setting up of decentralized
grid
connected ground/ stilt solar PV power plants of capacity of S00
KW to 2 MW
to be connected to respective sub-stations of rural areas notified by DHBVN.
Solar Power Plants may be developed, preferably by individual farmers,
utilizing their barren /uncultivable /pasture /marshy land. Agricultural land
is also permitted under the scheme provided that solar plants are installed in
stilt fashion.

The total aggregate capacity of solar power plants to be setup under

this is
28.35 MW, whereas Nigam reserves right to amend the capacity at later
stage.

Individual capacity 500 Kw to 2 MW pv solar power plants to be set up

under this scheme which will be connected to 38/11 kv, 66/11 kV and
132 kV substation.

The land requirement for setting up a solar power plant shall be 4 acres
(approx.) per MW.

The Solar Power Plants will be installed preferably within S km radius of

respective substations.
The procedure and other terms and conditions for allotment of solar power
plants are given in this bidding document.
The applicants should read the terms and conditions of the scheme
document and Power purchase Agreement (ppA) carefully before
submission of their applications.
The solar power generated by the plant shall be purchased by Haryana
Power Purchase Centre (HPPC) at the pre-fixed levelized tariff of
Rs.3.11/kwh as notified by Hon'ble Haryana Electricity Regulatory
Commission.
DHBVN will issue Letter of Award (LoA) to all the successful applicants up
to the capacity of 28.35 MW.
on behalf of DHBVN, Hppc will sign the ppA u,ith the successful
applicants for purchase of power at the prefixed levelized tariff for a period
8
 of 25 years from the Commercial Operation Date (COD) of the plant.
o Details of Fees, Earnest Money, and Schedule for submission of
applications:

1. Application processing fee per MW Rs. 5000/MW + l8o/o

(Non- refundable) in form of Demand GST
Draft in the favour of AO/EAD,
DHBVN, Hisar

2. EMD (Earnest Money Deposit) in the Rs. I lakh /MW

form of Bank Guarantee

3. Availability of Walk-in document on 23.O2.2024

the website (from13:00 Hrs)
http s: / / utww. dhbun, ora.in

4. Last date & time for submission of 27.03.2024

applications to the office of
(upto 13:00 Hrs)
SE/Commercial DHBVN

o For participating in the above Walkin process, the applicants shall submit
duly filled form along with all relevant documents in a sealed envelope to
the office of SE/Commercial.
. Corrigendum/Addendum/Corrections, if any will be published on the
DHBVN website and no separate notice shall be issued.
o DHBVN reserves the right to accept or reject any lor all application(s) and
to annul the selection process at any time, without incurring any liability
and assigning any reason thereof.
o For any clarification regarding Walk in, document clauses and applicable
submission contact at 01662-223196
. Email: [email protected]+

Chief Engineer/ Commercial

DHBVN, Hisar
About thb scheme

Miinistry of New & Renewable Energr (MNRE), Govt. of India has launched
P.radhan Mantri Kisan U.ja Suraksha evam Utthaan Mahabhiyan (PM-
KUSUM). Under Component-A of this scheme, MNRE has decided to develop
decentralized Solar power plants of 5OO KW to 2 MW capacity that could be
d:irectly connected to the existing notified substations of DHBVN. The Solar
pr)wer Plant will be preferably installed within 5 km radius of the sub-
sl.ations in order to avoid high cost of sub-transmission lines and to reduce
transmission losses. The aim of the scheme is to raise farmers' income by
u:ilizing their barren / uncultivable land.

1. Capacity and land requirement of Solar Plant:

lndividual solar PV power plants of capacity 500 KW to 2 MW shall be set
up in DHBVN's area of operation for the total capacity of 28.35 MW. The
land requirement for setting up a solar po\ver plant shall be 4 acres per MW.
1.1.The Solar PV Power Plant (SPP) will be preferably installed ',r,ithin 5 km
radius of the sub-stations in order to avoid high cost of sub-
lransmission lines and to reduce transmission losses.
1.2. DHBVN shall assess and notify RE generation capacity that can be
injectedin to notified substation (33/11 kV or 66111 kV or l32ll7
kV) of rural areas and place such notification on its website for
information of all stakeholders. Substation list is attached as
Annexure-I. To facilitate farmers willing to lease out their land for
development of Solar plants near above notified substation(s), as per
provisions of this scheme, DHBVN may also place list of such farmers
on their website. However, the leasing of land of any farmer will be a
bi-partite agreement between the farmer and the developer. DHBVN
will not be held responsible for any failure in getting the land leased
out to the developer.

10
2. Eligibility and Short listing of SPG

2.1. Eligibility

2.7.l.Farmers/ group of farmers/ cooperatives/ panchayats/ Farrner

Producer Organizations/Water User Associations which have their
own land or have land lease agreement shall be eligible for
participating under this scheme and will be treated as Solar F)ou'er
Generators (SPG).
2.1.2. in case the farmers/ group of farmers/ cooperatives/ panchayats/
Farmer Producer Organizations/ Water User associatiorrs etc. are
not abie to arrange equity required for setting up the Solar PV
Power Plant, they can opt for cleveloping the Spp through
developer(s) which will be considered as SPG in this case. In such a
case, the landowner will get lease rent as mutually agreed betrn'een
the parties. The lease rent may be in terms of Rs per',year per acre
of land or in terms of Rs per unit ener$/ generated per acre of tand
area. The farmer(s) rnay opt for payment of lease rent directty in
their bank account by the DHBVN, from the payment due to the
developer. A model Land Lease Agreement to facilitate the
beneficiaries has been prepared by MNRE and is artached at
Annexure-Il. However, the terms of Land Lease Agreement may be
finalized on mutual consent of concerned parties.
2.1.3.In case, SPG has taken land from a farmerfgroup of farmers on
lease for the project, the amount of monthly lease rent would be
paid by the DHBVN to the lessor directly in his/her bank account
before Sth day of the month following the month for which the lease
rent is due. In such a case, the lease rent paid by the DHBVN will
be deducted from monthly payment due to the SPG.
2.1.4.Solar Power Plants may be developed, preferably by individual
farmers, utilizirrg their barren /uncultivable /pasture /marshy
land. Agricultural land is also permitted under the scheme provided
that solar plants are installed in stilt fashion (i.e. raised structure
for installation of Solar panels) and with adequate spacing between
panel rows for ensuring that farming activity is not affected.

7L
 2.1.5.The applicant must submit a certificate u,ith the application issued
by the Tehsildar that the SPG has the o'*'nership of required land at
the designated place within 5 kms of the notified sub-station at the
time of Bid submission and that the land is free from any type of
dispute and does not fall under section 4 of the Indian Forest Act
(attached as Annexure- III). In case the SPG intends to take land
on lease from the farmer, it shall be obligated to submit an
\ "Agreement to Lease" along with the application. The Agreement to
Lease shall clearly mention all the details of the land (ou,nership,
area, location, lease price etc.) The applicant also must submit the
non-encumbrance certificate of the owned or leased land issued by
the Dept. of Revenue, Haryana along with the application form and
submit the copy of Aadhaar card, pAN card with the application.
2.1'6.rn case, the applicant is panchayats/Farmers producer
organizations (FPo)/ water user associations (wuA), the bidder
shall submit the resolution of Gram panchayat or organization,s
resolution or Association Committee resolution respectively. They
shall also submit registration documents as applicable.
2.1.f..n$re Nigam reserves right to ask for any additional documents from
the bidders if required.

i2.2. Short-listing of SPG

2.2.r. Short listing will be done on .First Come First Serrre' Basis.
))) The sPG shall submit their applications as per the schedule
mentioned in this bid document.
2.2.3. The sPG will not be allowed to apply for more than one solar
power plant for a particular sub-station. The application of the
sPG will be disqualified if it is found that its
proprietor / partner ldirector/member has also filed another
application as proprietor lpaftnerldirector/member for another
SPG for the same sub-station.
2.2.4. The applicants, who have been issued LoA against the earlier EoI
for PM KUSUM component A scheme, will not be eligible ro apply
under this Walk in.

12
 2.2.5. Incomplete applications, applications without requisite documents
or fees, un- readable and poorly scanned documents are liable to
be rejected.
3. Financial Eligibility
3.1. The applicant must submit the proof of.lfficient funds for setting
up of the solar power plant. Considering 4 Crores per MW to be
the cost for installation of the Solar Power Plant, thoqpplicant will
\
have to show details of proportionate funds for at least 3O7o of the
cost of the capacity applied. Details may be in the form of proof of
savings or arrangement through banks/financial institutions.
3.2. Developer setting up the solar power plant will be entitled as Solar
Power Generator (SPG) under the Scheme. Developer desirous to
set up the solar power plant on the leased land shall meet one for
the following eligibility criteria:

It should be,

i. A Company registered under the Indian Companies Act, 1956 or

Companies Act, 2OL3 amended from time to time.
ii. Consortium having one member is as Lead Member (having 51%
of shareholding), shall get it registered under the Companies Act,
after getting selected as SPG under Scheme.
iii. Limited Liability Company.
iv. Partnership Company
v. Registered Proprietorship Company
3.3. Limited Liability Companies (LLC) shall be eligible. Further, if such
Limited Liability Companies are selected as successful Bidders, they will
have to register as a Company under the Indian Companies Act, 1956 or
Companies Act, 2013, as applicable, before signing of PPA, keeping the
originai shareholding of LLC unchanged. In such cases, it will also be
mandatory on the part of such Limited Liability Companies to either
demonstrate or infuse the capital in form of his own equity in line with
the requirement. In case LLC fails to incorporate as an Indian company
before signing of PPA or unable to demonstrate/ infusion of capital in
form of his own equity into the Company registered in India or not able
to sign PPA with HPPC, EMD of such applicant shall be forfeited.

L3
 Note: Limited Liability Companies (LLC) shall be eligible only for those
LLCs which are formed by companies.
\ t., case the applicant is an Individual or propriety concern, the
applicant shall submit the documents such as Permanent Account
Number (PAN) issued by Income Tax Department of India and
Statutory License or Registration or GST Registration or Certificate
of Registration under Shop & Establishment Act as applicable.

\n case the applicant is registerecl partnership firm, the applicant shall

submit the documents such as registered partnership Deed and
Statutory License /GST Registration/Certificate of Registration
under Shop & Establishment Act/ Permanent Account Number
(PAN) issued by Income Tax Department of India.
3. Limited Liability Partnership (LLPsf are not eligibte for
participation.
3.4. Any consortium, if selected as a succcssful applicant, shall incorpor.ate
a Project company / special purpose vehicle (spv) with eqr-rity
.
participation by the members in line with rhe consortium agreement
(to be submitted along with the response to Walk in) before signing of
PPA. The incorporated Project Company/SPV shall have the same
shareholding pattern at the time of signing of PPA as given at the time
of submission of response to this Walk in.
3.5. In case of developer, the Net-Worth of the deveioper for the financial
year ended on31.O3.2O23 should not be less than Rs. 1.OO Crore per
MW (of the capacity applied). The Developer shall submit the requisite
document in support of the same duly certified from Chartered
Accountant. This shall not be applicable for farmers cooperative or
panchayats or Farmer Producer Organizations (FPO) /Water User
associations (wUA) or farmers setting up plant on their own land.
3.6. Developer shall have to furnish the Performa (attached as
Annexure -lv) duly certified from a chartered Accountant,
certifying the Net worth per MW of quoted capacity as on 31st
March 2023. For avoidance of doubt, in case developer is a
company then "net worth" shall be as defined in section 2 (s7) of
the companies Act2o13 means the aggregate value of the paid-up

t4
 share capital and all reserves created out of the profits and
securities premium account, after deducting the aggregate value of
the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, as per the audited balance sheet, but
does not include serves created out of revaluation of assets, write-
back of depreciation and amalgamation. In case developer is an
Individual or a Propriety concern or a co-operative society or
registered Partnership Firm then the developer shall be required to
submit audited annual accounts as required by Indian Laws.
3.7. The developerl Individual should not have been blacklisted by any
state I central Government /Public sector undertakings/ Private
sector as on the date of submission of application (self-declaration
letter by Authorized signatory with name & seal required).

4. Notification of sub stations: - DHBVN has assessed the Solar Energr

capacity that can be injected to the notified 33111 kV or 66111 kV or
l32l11 kV sub-stations in rural areas.and has placed the substation list
(attached as Annexure-I) on its website for information of all stakeholclers.
The leasing of land of any farmers will be a bi-partite agreement between the
farmer and the developer itself and DHBVN will not be held responsible for
failure in getting the land leased out to a developer.

5. Selection for SPG

5.1. The applications are invited on 'First Come First Senre' basis as
per the capacity available on all substations. For enforcing the
criteria of First come first serve basis, the time of receipt of the
applications in terms of date, hour, minutes and seconds. For
example, application received on 14.O2.2024, 15:10:30
(hours:minutes:seconds) will be considered first to the one received
on 14.O2.2O24, 15: 10:3 1.
5.2. If the aggregated capacity received from the eligible applicants on a
substation is less than or equal to the spare capacity notified by the
DHBVN for that substation, LoA will be issued to the applicants.
The electricity produced from the solar power plant will be
purchased by HPPC at the pre-fixed levelized tariff of Rs. 3. 1 1/kwh

15
 determined by the Hon'ble Haryana Electricity Regulatory
Commission (HERC) vide Order dated 2O.12.2OL9.
5.3. In case the total aggregate capacity of eligible application received
for a particular sub-station is more than the capacity notified for
connectivity at the sub-station, then Nigam will allot the LoA on
'First Come First Serve'basis.
5.4. The solar PV power plants will be allocated to the selected spGs by
issuing letters of Award at the prefixed I net tariff fixed for the
plant as the case may be.
5.5. The SPG agrees and undertakes to make Project Financing
Arrangements for its Project and shall provide necessary documents
to DHBVN in this regard within six months from the date of issue of
LoA by DHBVN for the project.
5.6. The SPG shall submit the copy of the Detailed Project Report (DPR)
of the project in case it is submitted to the Financial Institution for
financial closure within 6 months from the date of issue of LoA. The
report shall generally contain executive summary, selected solar PV
technologr, plant and equipment design criteria, power evacuation
systems and grid interaction, construction program schedule,
permits and licenses / clearances required, social and environment
impact assessment, risk assessment, project cost estimate and
financial analysis, grid feasibility clearance etc. of the project.

Schedule for different activities:

Sr.
Event Date
No.
1. Start date and time for submission of 23.O2.2024
applications to Office of (from13:00 Hrs)
SE/ Commercial
2, Last date and time for submission of 27.O3.2O24 (upto 13:0C
applications to Office of Hrs) time may be extended
SE/ Commercial based on response
3. Issue of Letter of Award Zero date
4. Submission of EMD to DHBVN At the time of bii
submission*

5. Signing of Power Purchase Agreement Within 2 months from the

with HPPC date of issue of LoA

16
 6. Submission of Application for grid Within 1 month from the
feasibility clearances to CE planning or date of signing of PPA.
another concerned officer of
DHBVN/HVPNL
7. Submission of DPR, Financial closure Within 6 months from the
documents and Grid Feasibility date of issue of LoA.
clearance report to DHBVN.
B. Granting of feasibility clearances by Within 2 months from the
DHBVN/ HVPNL date of submission ol
application
9. Commissioning of the Project. Within 15 months from the
date of issue of LoA.

10. Commissioning of the project with Within 21 months from the

liquidated damages date of issue of LoA

11. Termination of PPA for non- On completion of 15

commissioning of the plant I ur,- months from the date ol
commissioned capacity. issue of LoA
*EMD submitted at time of bid submission shall be conuerted to PBG
for the
successlful bidders
6. Submission of Performance Bank Guarantees.
6.1. Applicants desirous for setting up solar power plant under the
scheme will submit Earnest Money Deposit (EMD) of Rs. 1
lakh/MW in form of Bank Guarantee along with application. The
EMD of Rs. 1 lakh/MW wilt be converted into Performance Bank
Guarantee (PBG) for the succesqlul bidder, who has signed PPA
within the stipulated time period oE .rro.rths from data of issue of
LoA. The bank guarantee shall be in the favour of AO/EAD,
DHBVN, Hisar
6.2. The PBGs shall have validity for a period\ 15 months from the
date of issuance of LoA. In case of expiry, the bidders shall be
responsible to extend the date of PBG, failing to which will lead to
BG encashment by Nigam and the contrac! shall be terminated
with approval of WTDs of Nigam by giving no,Hr 5 days.
6.3. If the selected bidder fails q execute requisite steps after
evaluation of bids, a final notice o'f S *orking days shall be issued
and further their LoA will be cancelled.
6.4. SE/Commercial, DHBVN shall be the signing and termination
authority of LoA.
77
 6.5. EMD of the applicants not selected under the scheme shall be
returned within 15 days after evaluation of the bid.
6.6. PBG will be returned immediately after the successful
commissioning of the project, after considering any penalties due to
delay in commissioning as per the Model ppA and MNRE
Guidelines.
In case farmer / spG submits the pBG but fails to execute the ppA
within tXre stipulated period of 2 months from date of issue of LoA,
the EMD/PBG shall be forfeited I en-cashed by DHBVN as penalty.
6,8. In case, the bidder refuses to acce\LoA within a_week from LoA
issuance date, Nigam will forfeit / en-cash the EMD/pBG as penalty
without any notice.
7. Power Purchase Agreement (ppA)
'7.L. The Power Purchase Agreement. as per the relevant MNRE
guidelirres, to be executed between HPPC and the SPG is provided
in the Annexure-V.
7.2. The selected SPG shall execute PPA with the HppC vgithin 2
months from the date of issue of LoA.
?.3. The PPA. shall be for a period of 25 years from the date of COD.
7.4. The SPG will be free to operate the plant after expiry of the 25
years o[ PPA period if other conditions such as land lease, permils
etc. are met. However, any extension of the PPA periocl beyond 25
years shall be through mutual agreements between the SPG and
HPPC.
7.'3. As a measure of payment protection, DHBVN shall provide Letter
of Credit (LC) and ESCROW account to SPG as per the terms and
conditions specified in the PPA.
8. Capacity Utilization Factor of Solar Plant
8.1. It is mandatory ____._
for SPG to maintain Capacity rJtilization Factor
(CUF)of at least l9o/o annually during the entire period of Power
Purchase Agreement-and SPG has to generate minimum eners/
corresponding to CUF of 19%.
9. Cornnectivity of Solar Power Plant with the substation
9.1. Solar Power Plant of capacity of 5oo KW to2 MW capacity will be
connected at 11 kV side of the sub-station.

1"8
 9.2. The selected SPG will be responsible for laying of dedicated 11 kV line
from SPP to sub-station, construction of bay and related switchgear at
sub-station where the plant is connected to the grid and metering is
done.
9.3. DHBVN will facilitate the SPG in getting right of way for laying of 11 kV
line. Alternatively, SPG can get constructed the 11 kV lines through
DHBVN after paying the applicable cost and other charges.
9.4. SPG will be responsible for maintaining this dedicated 11 kV line.
9.5. In case more than one bidder are awarded the proj'ects that are to be
connected to the same Sub-station, they shall be permitted to co-
ordinate with each other for setting up the common transmission line if
they so desire. Approval of DHBVN would be required for such purpose.
9.6. The SPG shall have to obtain Technical Feasibility clearance from
DHBVN/HVPNL as per guidelines issued by HVPN for grant of
connectivity in transmission/distribution system.
9.7. SPG shall have tofulfill all the applicable requirement/docurments for
obtaining the connectivity and deposit the applicable Connectivity
Charges to the DHBVN.
9.8. DHBVN shall be responsible for providing connectivity to the solar
power plant at the l1KV side of the nearest sub-station. SPG has to
comply with the Grid Code and other related Regulations as applicable.

10. Clearances required from the State Government and other local
bodies
10.1. The SPG is required to obtain necessary clearances as required for
setting up the project.

11. Timeline and Penalty

11.1. The selected RPG shall commission the solar power plantr}h t.,
months from date of issuance of LoA.
LL.z. The DISCOM is obliged to purchase power from the commissioned
REPP even in case of early commissioning.

19
 11.3. Duly constituted Committee of DISCOM officials will physically
inspect the Plant in not more than o3 days from the date of
receiving a call from the RPG and certify successful commissioning
of the plant.
1L.4, In case any RPG fails to achieve this milestone, DISCOM shall en
cash the Performance Bank Guarantee (pBG) in the following
manner:
(a) Delay up to six months - The pBG on per day basis and
proportionate to the balance capacity not commissioned.
(b) In case the commissioning of the solar power plant is delayed
over six months, the PPA capacity shall stand reduced / amended
to the Project capacity commissioned at the end of six month from
scheduled Commissioning Date.
11.5. In case of delays of plant commissioning due to the reasons
beyond the control of the RPG, DISCOM after having satisfied ',r,ith
documentary evidence produced by the RpG for the purpose, can
extend the time for commissioning date without any financial
implications to the RPG.

12. Commercial Operation Date (CODI

L1l.L. The Commercial Operation Date (COD) shall be considered as the
actual date of commissioning of the solar power plant as declared by
the Commissioning Committee of DHBVN.

13. Other Terms and Conditions:

the guidelines of MNRE and
1C8.1. The selected bidders must adhere
Nigam shall not be held responsible in any change in
guidelines/policy.
L31.2. The Applicant will have to submit all the hard copies of the
application, tender fee and EMD (in the form of BG) to DHBVN on
the day of application. DHBVN may also ask applicants to submit
any additional document to establish applicant's eligibility for
applying and allocation of solar power plant.

20
 13'3' If the selected sPG conceals any material information
or makes a
wrorlg statement or misrepresents facts
or makes a misreading
statement in its application, in any
manner whatsoever, DHBVN
reserves the right to reject such response
and,/or cancel the Letter of
Award, (if issued) and the Bank Guarantee
provided up to that stage
shall been cashed. Bidder shalr be solely
resporsibre for
disqualification based on their declaration
in the submission of
documents.
13'4' In order to ensure only quality systems are installed, prevailing
MNRE/Bis specifications and qualit5r control
orders applicable for
solar moclules, inverters, Bos and other
equipment shall be followed.
13'5' All applicable CERC / HERC cEA
/ regulations, codes, and
applicabre guidelines of MNRE/DHBVN
or any other applicabre
entity shall have to be adhered by the
spG for the installation and
opera[ion of the solar power plant.
13'6' Though acrequate care has been taken
in preparation of this
document, the applicant shall satisfy themselves
that the document
is complete in all r-espects. Intimation of any
discrepancy shall be
given to this office immediately. If
no intimation is received from any
Bidder within seven (07) days from the date
of application, it shall be
considered that the submitted document
is complete in all respects.
1<. In case the spc utilizes grid power for its
consumption, tariff
\r category as per Hon'ble HERC
prevailing Regulations and rariff
Orders will be applied.
13'8' If there is any discrepancy between the provisions of this bid
document with PPA, then the provisions
of ppA r,vill prevail and shall
have overriding effect.
13'9' DHBVN can amend / relax the conditions of
this bidding document
at any time before the application submission
date without incurring
any liability and assigning any reason thereof.
13.10. DHBVN reserves the right to accept
or reject any/or aI application(s)
and to annul the serection process at any
time, ,,vithout incurring
any liability and assigning any reason thereof.
13'11' Ministry of New and Renewable Energr
(MNRE) has deciried to enlist
the eligible models and manrrfacturers
of solar pv cells and modules
2t
 complying with the BIS Standards and publish the same in a list
called the "Approved List of Models and Manufacturers" (ALMM).
Only the models and manufacturers included in this list wilt be
eligible for use in Government Projects/ Government assisted
Projects/ Projects under Government Schemes & programmes/
open Access I Net Metering projects, installed in the country,
including Projects set up for sale of electricity to Government under
the Guidelines issued by Central Government under section 63 of
Electricity Act, 2oo3 and amendment thereof. The word
"Government" shall include central Government, state
Governments, Central Public Sector Enterprises, State public Sector
Enterprises and Central and State Organizations/Autonomous
bodies.
L3.L2. Bidders shall strictly follow all the guidelines issued by MNRE.
13.13. t*r\r court shall have exclusive jurisdiction to decide any dispute
arising out of or in respect of the contract.

22
 Form-A
Application Form for Setting Up of Solar Power Plant under PM KUSUM
Scheme Component-A
Date & Time of Application (to be filled by Date:
Office of SE/Commercial
Time:

1. Description of Applicant
(Fill whichever applicablef

l. Individual Farmer
Name:

(Aadhaar card copy to be enclosed)

ll. Group of Farmers:

(Name of the group or head of the group,
list of members with name of father and
address details (registration copy to be
attached)

tll. Co-operative Society:

Name of the co-operative society (enclose
copy of registration)

lI/. Panchayat/Locality/ Name of

Panchayat

v. Farmer Producer Organization:

Name of organization (enclose
copy of registration)

v1. Developer
Name of Developer
(enclose copy of registration)

2. Contact Details:

23
 l. Crcrrespondence address:

It. N;affie of the authorized person, (enclose

le tter of authori zatton)

tll. Mobile Number:

lI7. E-mail Id:

3. Proposed plant capacity (in MW):

The proposed capacity should be 500 KW
to2MW

Dr:tails of 33 KV, 66KV and 132 KV

srLbstation notified by the DHBVN where
pc)wer is to be evacuated.

a. Name of substation:
b. Distance of land from sub-station:
Sub-division:
d. Division:
e. Circle:
f. Zone:

4. LaLnd Details

1. NzLme of Village

11. Locality:

llt. Post Office:

tv. Bl,cck:

v. Wia.rd:

vl. Tehsil:

vll. District

24
v111. A.-Khewat No.

B.-Khatauni
No. c.-
Khasra No.

D.- Rakba No.

Total area (acre)
(Please attach respective proof
of land
ownership or lease)

Details of non-refundable p.o".""i.rg f..

paid :

Details of EMD (in the form of

BG): Date of BG Amount:

Number:
Valid till:

Distance between the propou.a i""al"a

the notified sub-station (in kms)

Options considered by the applicant for

installation of the Solar power plant: _
1. Setting up complete Spp himself
2.Leasing land for setting up of Spp

25
Decllaration by Applicant:
1. I understand and agree to sell the power to HPPC at the predetermined
tariff of Rs.3.1 1/kwh.
2. I I We have read the scheme documents and PPA thoroughly and agree
with all the Terms & Conditions specified therein. I / We hereby certify
that the particulars given above are true and correct to the best of my
/
our knowledge & belief and nothing has been concealed therein.

Signature of Applicant:
Name and Address of Applicant:
Mob:ile Number:
Email Id:

26
' List of substation for installation of solar power plants
under component-
' A of pM_KUSUM Scheme

Sr. Name of Name of 30 kV No. ffistalled

Sr.
No. Circle Substation designated , Capacity of lMw
capacity
to the Seltl gg/tl kV available
kV Power rI power T/F in Sub-
\lf at 33 Kv I (in MVAI
S/Stn (i.e. T-
station
j
where
lrT-2, T-3 & I
Solar
T-4, as the Power
case may be
I

Plant can
tl i

be added
under
"Kusum
Slrsa Yojna"
33 kV Kelnia T-1 10 8
2 or Kv unanr Kahan T-1 10 I
8
3 Singh
T-2 10 8
Kv Ma_ltekafl T-1 10 8
5 T-) 10
6 33 kV patli Oabar _q
T-1 10 8
7
T-) 10 8
8 33 kV Bansudhar T-l 12.5 10
9
T-2 12.5 10
10
_q3 kV Bupp T-1 10 8
11 33 kV Mallewala T-1 10 B
12 33 kV Kharian T-1 12.5 10
13
T-2 12.5 10
14 33 kV Baragudha T-1
15
B 6.4
T-2 10 8
JJ kV palniwala
I6 Motta T-r 10 B
77 33 kV Sangar T-1 10 8
18 Sarishta
T-2 10 8
19 JJ KV 1\AKOTA T-1 10 8
20
T-) 10 8
2t 33 kV Mouideen T-l 10 8
22 33 kV Goriwal T-i 10 B
23 33 kV Ahmadpur T-1 10 B
24 33 kV Fatehorrri T-1 10 B
25 or KV t<esalla Khera T-1 10 B
26 T-) 10 B
27 33 kV Chakkan T-1 10 B
2B Fatehabad rr KV ijhlr (uoswal) T-1 10 B
29
T-2 10 8
30 JJ KV Daryapur T-i 10 B
31
T-2 10 8
32 JJ kV uangaon T-1 10 8
27
Sr. Name of Name of 33 kV Sr. No. Installed MW
No. Clrcle Substation deslgnated Capacity of capacity
to the 33/11 33/11 kV available
kV Power Power T/F in Sub-
Tlf at 33 Kl/ (in MvA) statlon
S/Stn (i.e. T- where
l, T-2, T-3 & Solar
T-4, as the Power
case may be Plant can
I be added
under
"Kusum
Yoina"
33 T-2 10 8
34 33 kV Bhirdana T-1 10 B
35 T-2 10 B
36 33 kV Bodiwali T-1 10 8
37 T-2 10 B
38 33 kV Babanpur T-1 10 8
39 33 kV Chando Kalan T-1 10 8
40 33 kV Hamjapur T-1 10 B
4L T-2 10 8
33 kV Dhani
42 Babanpur T-1 10 8
43 33 kV Ajit Nagar T-1 10 8
44 T-2 10 8
45 33 kV Alalwas T-1 i0 8
46 T-2 8 6.4
47 T-3 10 8
48 33 kV Roihawali T-1 10 8
49 33 kV Alika T-1 10 B
50 33 kV Ratta Khera T-1 10 8
51 T-2 10 8
52 33 kV Phoolan T-1 10 8
53 T-2 10 8
54 33 kV Hanspur T-1 10 8
55 33 kV Noorki Ahli T-1 10 B
33 kV Shekhuour
56 Sottar T-1 10 8
57 33 kV Dhabi Kalan T-1 10 8
58 33 kV Nangla T-1 10 8
59 T-2 10 B
60 33 kV Dharsul T-1 10 8
61 T-2 10 B
62 33 kV Jamalpur T-1 10 B
63 T-2 10 8
64 T-3 10 B
65 33 kV Chander T-1 10 B
66 Khurad T-2 10 B
67 T-3 10 B

28
 Sr. Name of Name of 33 kV Sr. No. Installed MW
No. Circle Substation designated Capacity of capacity
to the 33/ f f 33/11 kV available
kV Power Power T/F in Sub-
Tlf ar 33 I{1/ (tn MvA) station
S/Stn (i.e. T- where
l, T-2, T-3 & Solar
T-4, as the Power
case may be Plant can
) be added
under
"Kusum
Yo-ina"
68 33 kV Shakarpura T-1 10 B
69 T-2 10 8
70 T-3 10 8
7T 33 kV Chamar T-1 10 8
72 Khera
T-2 10 B
73 33 kV Bithmara T-1 10 B
74 T-2 10 8
75 33 kV Pirthala T-1 10 8
76 T-2 10 8
77 T-3 10 8
78 33 kV Gorakhpu. I r_i 10 8
79
80 33 kV Nadhori
l. r-2 10 8
T-1 10 B
81 T-2 10 8
B2 33 kV Buwan T-1 10 8
83 T-2 10 8
33 kV Jandli
B4 Khurad T-1 10 B
85 33 kV Karnoli T-1 10 a
B6 Hisar 33 kV Kharar Alipur T-1 10 8
87 T-2 B 6.4
8B 33 kV Juslan T-1 10 B
89 33 kV Bhiwani T-1 10 8
90 Rohilla
T-2 10 8
9t 33 kV Arya Nagar T-1 10 B
92 T-2 10 8
93 33 kV T-1 10 8
94 Choudharywas
T-2 1o 8
95 33 kV Moda Khera T-1 10 B
96 33 kV Kharak Punia T-1 10 8
97 T-2 10 B
98 33 kV Gaibipur T-1 10 8
99 T-2 10 8
100 T-1 10 B
101 33 kV Nansthala T-2 8 6.4
IO2 33 kV Masudpur T-I 10 8
103 T-2 10 8
29
 Sr. Name of Name of 33 kV Sr. No. Installed MW
No,, Circle Substatlon deslgnated Capacity of capaclty
to the 33/f f 33/11 kV available
kV Power Power T/F ln Sub-
Tlf at 33 Klr (in MvA) station
S/Stn (i.e. T- where
l, T-2, T-3 & Solar
T-4, as the Power
case may be Plant can
I be added
under
"Kusum
Yo-ina"
to4 33 kV Sisai T-I 10 8
105 T-2 10 8
106 T-3 lo 8
t07 33 kV Majra T-I 10 8
108 T-2 10 B
109 33 kV Thurana T-i 10 B
110 T-2 10 8
111 33 kV Kheri Lochab T-I 10 8
L12 T-2 i0 8
113 33 kV Barsi T-I 10 B
1t4 T-2 10 8
115 33 kV Bass T-I 10 8
tL6 33 kV Umra T-I B 6.4
117 T-2 10 B
118 33 kV Budana T.I 10 8
rt9 T-2 10 B
r20 33 kV Koth Kalan T.I B 6.4
t2L T-2 10 8
r22 33 kV Sulchani T-I i0 B
123 T-2 10 8
124 T-3 10 8
125 33 kV Jamalpur T-I 10 8
126 Jind 33 kV Ramrai T-1 10 8
r27 T-2 10 8
t28 T-3 10 B
r29 33 kV Deshkhera T-1 10 8
130 33 kV Kharanti T-1 B 6_4
131 33 kV Khatkar T-1 10 B
t32 T-2 10 8
133 33 kV Sandii T-1 10 8
t34 33 kV Sindhvi Khera T-1 10 B
135 T-2 10 B
136 33 kV Kheri Bulliyan T-1 10 8
r37 33 kV Durana T-1 8 6.4
138 33 kV Kabarcha T-1 10 B
139 T-2 10 8
r40 33 kV Belarkha T-1 10 8
30
 Sr. Name of Name of 33 kV Sr. No. Installed MW
No. Circle Substation deslgnated Capaclty of capacity
to the 33/11 33/11 kV available
kV Power Power T/F in Sub-
Tlf at 33 lfi/ (in MvA) station
S/Stn (i.e. T- where
L, T-2, T-3 & Solar
T-4, as the Power
case may be Plant can
I be added
under
"Kusum
Yoina"
t4t T-2 10 B
t42 33 kV Gurusar T-1 B 6.4
t43 L-z B 6.4
145 33 kV Lochab T-1 10 8
I46 T-2 10 8
t47 33 kV Mangalpur T-1 10 8
T48 T-2 10 8
149 33 kV Danoda T-1 10 8
1s0 T-2 10 8
151 33 kV Sinehwal T-1 10 8
r52 33 kV Uchana Kalan T-1 10 8
i53 T-2 10 B
t54 33 kV Sedha Majara T-1 12.5 10
155 T-2 t2.5 10
156 33 kV Dhanouri T-1 10 8
r57 T-2 8 6.4
158 33 kV Barta T-1 10 8
159 33 kV Koval T-1 10 B
160 33 kV Khera T-1 10 8
161 Khemawati T-2 8 6.4
t62 33 kV Kuara T-1 10 8
163 T-2 10 8
r64 33 kV Anchra Kalan T-1 10 8
165 33 kV Retoli T-1 10 8
t66 T-2 10 8
t67 33 kV Budha Khera T-1 10 8
168 33 kV Chattar T-1 10 8
t69 T-2 10 8
t70 33 kV Sulhera T-1 10 B
t7t 33 kV Frain Ka-lan T-1 10 8
172 Bhiwani 33 kV Chang T-1 8 6.4
t73 T-2 10 8
174 33 kV Bhera T-1 10 8
175 T-2 10 B
176 33 kV Isharwal T-1 8 6.4
t78 T-2 10 8
179 33 kV Hassan T-1 10 8
31
 Sr. Name of Name of 33 kV Sr. No. Installed MIII
No. Clrcle Substation deslgnated Capaclty of capacity
to the 33/f f 33/11 kV available
kV Power Power T/F in Sub-
Tlf at 33 Kl/ (in MvAf station
S/Stn (i.e. T- where
I, T-2, T-3 & Solar
T-4, as the Power
case may be Plant can
) be added
under
"Kusum
Yoina"
180 33 kV Roopearh T-1 10 B
181 33 kV Alampur T-1 10 8
782 T-2 B 6.4
183 33 kV Bapora lst T-1 10 8
184 33 kV Balivali T-1 10 8
185 33 kV Dhani Mahu T-1 10 8
186 33 kV Baganwala T-1 10 8
187 T-2 10 8
188 33 kV Pinjokhra T-1 10 8
189 33 kV Mandhana T-1 10 8
190 33 kV Dariyapur T-1 10 B
191 T-2 10 8
792 33 kV Bamla T-1 10 B
193 33 kV Mithi T-1 10 3
t94 T-2 10 B
195 33 kV Mandholi T-1 10 8
796 T-2 10 7
197 33 kV Morwala T-1 B 6.4
198 T-2 10 8
199 33 kV Sishwala T-1 10 B
200 33 kV Mandola T-1 10 8
201 33 kV Kakroli T-1 10 8
202 Sardara T-2 8 6.4
203 33 kV Khudana T-1 10 B
204 33 kV Dohka Deena T-1 10 B
205 T-2 10 8
206 33 kV Chandwas T-1 10 8
207 33 kV Ghasola T-1 10 B
208 T-2 10 B
209 33 kV Dhareru T-1 10 B
2LO 33 kV Changroad T-1 10 B
2tt T-2 B 6.4
2t2 33 kV Dadhi Bana T-1 5 4
33 kV Nuranga Bass
213 Jattan T-1 10 8
214 33 kV Paintawas T-1 10 8
215 33 kV Dagroli T-1 10 8
32
 Sr. Name of Name of 33 kV 'Sr. No.
Installed MW
No. Circle Substation deslgnated Capacity of capacity
to the 33/ 11 33/11 kV avallable
kV Power Power T/F in Sub-
Tlf at 33 KtI (tn MvA) station
S/Stn (i.e. T- where
lrT-2, T-3 & Solar
T-4, as the Power
case may be Plant can
I be added
under
"Kusum
Yoina"
2t6 T-2 10 8
217 33 kV Kamod T-1 10 8
2TB 33 kV Pataudi T-1 10 8
219 T-2 10 8
220 Narnaul 33 kV Dholera T-1 10 7
221 T-2 10 8
222 Rewari 33 KV BASS BATORI T-1 10 8
223 33 KV PALHAWAS T-1 10 8
224 T-2 5 4
225 33 KV GURAWARA T-1 10 8
226 33 KV NEHRUGARH T-1 10 B
33 KV NANGAL
227 PATHANI T-1 10 8
228 33 KV BEHRAMPUR T-1 10 B
229 Gurugram-I 33 kV Panchqaon T-1 10 8
230 Gurugram- 33 kV Rojka Meo T-1 10 B
231 II T-2 10 8
232 T-3 10 B
233 33 kV Indri T-1 10 8
234 33 kV Rathiwas T-1 10 8
235 Palwal 33 kV Ghasera T-1 10 8
236 33 kV Uiina T-1 10 B
237 33 kV F.P.Jhirka T-1 10 8
238 T-2 12.5 10
239 33 kV Hirwari T-1 12.5 10
240 T-2 10 8
247 33 kV Agon T-1 10 8
242 T-2 10 8
243 33 kV Basai Meao T-1 10 8
244 T-2 10 8
245 33 kV Pingwan T-1 10 8
246 T-2 10 8
247 33 kV Sakras T-1 10 8
248 T-2 10 8
249 33 kV Buba-lheri T-1 10 B
250 l-z 10 8
251 33 kV Dondal T-1 .10 8

33
Sr. Name of Name of 33 kV Sr. No. Installed MW
No. Circle Substation deslgnated Capacity of capacity
to the 33/ f f 33/11 kV available
kV Power Power T/F in Sub-
Tlf at 33 I(t/ (in MvAf station
S/Stn (i.e. T- where
l, T-2, T-3 & Solar
T-4, as the Power
case may be Plant can
) be added
under
"Kusum
Yojna"
252 T-2 10 B
253 33 kV Rithat T-1 10 B
254 33 kV Bhain T-1 10 B
255 T-2 12.5 10
256 33 kV Silani T-1 8 6.4
257 33 kV Gulalta T-1 10 B

34
 Anne:rure-II
MODEL LEASE AGREEMENT

This AGREEMENT OF LEASE enteredon this day of

at

BETWEEN:

(hereinafter referred to as the "LESSOR/OWNER", which expression shall,

wherever the context so requires or admits, SHALL mean, and include his legal
heirs, executors, administrators, and assignees).

AND:
(Name of Renewable Power Generator (RPG)) Represented by
(hereinafter referred to as the "LESSEE, which expression
shall, wherever the context so requires or admits, SHALL mean and include its
executors, administrators and assignees sltccessors in interest).

I. WHEREAS the Lessor is the owner in possession of the Barren/

Agricultural land measuring _ Acre Kanal _ Marla
Share out of Hadbast No. Khewat No. Khatoni No.
Khasra No._ Mustil No._ Kila No.
situated at Village lCity Tehsil_ District which
is more fully described in the Schedule hereunder and hereinafter
referred to as the Schedule property.

(Note: The legal revenue terms to be changes to those prevalent in the

Statef

II. WHEREAS the (Name of RPG) being

A- (Details of RPG) with an object to plan, develop and
operate Renewable Energr based Power Plant (REPP) under MNRE
Scheme notified on 8th March 2019.

III. (a| WHEREAS pursuant to the request of the Lessee, the Lessor
has agreed to grant the lease, the Lessee has agreed to take on
lease from the Lessor the land which is more fullydescribed in
Schedule written hereunder and hereinafter referred to as "THE
SCHEDULE PROPERTY" for setting up of the Power
Plant".

(b) That pursuant to the request of the Lessee, the Lessor has applied under
Section for the conversion of the land and on behalf of the
Lessor/owner the_ (Name of RPG) shall presume that the land is
deemed to have been converted for non-agricultural purposes. (Clause to be
modified as per State Policy for use of Agriculture land for generation of
renewable power)

35
fV' NiOW THIS AGREEMENT OF LEASE WITNESSES THAT in consideration
clf the above and of the mutual covenants of the Parties hereto, the
Lessor
hereby grants, and the Lessee hereby accepts the lease of the Schedule
property on the following terms and conditionsr

1. PURPOSE OF LEASE:

The grant of lease by the Lessor to the lessee in respect of the Schedule
property is for the purpose of developing a Power Plant under MNRE
Scherne notified on 8th March 2019.

2. PERIOD OF THE LEASE

The period of this Lease shall be for Tw-enty-serltn years from this day
whictr may be renewed at the option of the Lessee and Lessor for further
perio<l, on such mutually .g..""bl. terms as may be agreed at the
time of
reneu'al, by both the parties, by executing and -registeling separate Lease
Agreement.

3. RENT

(a) The rent payable by the Lessee to the Lessor for the Schedule
Property shall be Rs. _l- (Rupees _) only per annum
per Acre. The portion of the land less than one Airi shall be
calculated in terms of Square meter and the rent payable for the same
shali be at Rs. _/- per square meter or part thereof, per annum.

OR

The rent payable by the Lessee to the Lessor after Commercial

Operation of the power plant shall be Rs. _per unit of total power
generated from the power plant installed on the land of Lessor. Till
the start of commercial operation of the plant, the rent shall be Rs.
_l- (Rupees ) only per annum per Acre.
(b) The annual rent shall be paid in twelve equal installments and
each installment to be paid by 5tt, day of every month, by crediting the
same to the Lessor's Bank Account the details of which
furnished by the Lessor from time to time. -ay be
OR
In case of lease rent based on Rs. unit, the monthly lease
rent would be calculated based on monthly electricity injected into the
grid from the power plant installed on--per
the land of Lessor.
(c) Lessor may opt for payment of lease rent directly from the
Distribution company, which will sign Power Purchase Agreement
with Lessee for the above-mentioned Power Plant to be installed by
Lessee. In such a case the Distribution company will pay the lease
rent to Lessor on monthly basis from the proceeds payable to the
Lessee in lieu of Power supplied by Lessee. To give this effect a
suitable provision will be made in the PPA to be signed between
Lessee and the Distribution Company.

36
 (d) [on mutual agreement between Lessor and Lessee] The rent hereby
reserved shall be paid by enhancing the same at the end of every
year(s), at _o/o on the rent hereby agreed.
(e) If the Lessee delays the payment of rent by due date of every month,
for any reason, the same shall be paid by adding the interest at the
rate _%o for the said delayed period.

4. GENERAL TERMS

In consideration of the rent herein agreed as payable to the Lessor

being paid by the Lessee regularly and on comprying other terms
and conditions and covenants by the Lessee, the Lessee shall
peacefully possess and enjoy the schedule property during the
lease period without any interruption by the Lessor.
ii. The Lessor shall allow the Lessee or its representatives to conduct
survey and other related work.
111. The Lessor has no objections for the Lessee to estabrish the
Power Plant in the schedule property which is the purpose of the
grant of this lease and to that effect the Lessee entering any
agreement/s, deeds with companies, individuals, developers/third
party etc. in respect of the Schedule property.
lv. The Lessor has no objections for the Lessee or its representatives
for installation of machineries, equipment, etc. for generation of
power in the Schedule property and all work relating to
thereto including but not limited to laying poles, wires, etc.

5. EVENT OF SALE. ACCEPTANCE OF LEASE By THE NEW OWNER

(a) In the event of the owners transferring their rights/interest in any

manner during the existence of the lease to any other person, the same
may be allowed without affecting the rights of the Lessee under the Lease
Agreement in any manner and the owners/purchasers/transferees shall
inform the Lessee about the acquiring of the right/interest in respect of
the leased property and on receipt of such information, the

Lessee shall accept such new purchaser's/transferee's ownership of the

land and obtain a written confirmation from sr.h new
owner/purchaser/transferee to the effect that he will be bound by the
terms of the Lease Agreement.

(b) In the event of the owners transferring their rights/interest to any other
person, the same may be informed to the Lessee and the Lessor shall
ascertain and obtain all the necessary documents from the transferee to
the effect that the transferee will be bound by the terms and conditions
of the Lease Agreement for the balance period of the lease or for using
the said documents for renewal of the lease for the balance period.
(c) During the subsistence of the lease, the Lessor shall not carry any
activity, in the schedule property, other than those agreed il this
agreement.
(d) The change in the legal status of the Lessee shall not affect the terms
and conditions of this Agreement.
37
 .!
(e) The original Lease Agreement shall be with the Lessee and the copy of
the same will be with the Lessor.
(0 In the event of any dispute in respect of the land, the Lessee shall
deposit the rent in the concerned civil court. In the event of retention of
the rent with the Lessee, the Lessee shall be pay the same together with
interest thereon at the rate _oh for such period.
(s) The Lessee shall not offer or create any charge or encumbrance by
offering the same as by way of mortgage, secu.ity, etc. in favor of any
Banks or financial institutions in respect of the loans or advances or any
other financial facilities that may be availed by the Lessee.
(h) The owners shall pay the land tax/revenue in respect of the lands.

6. PAYMENT OF STAMP DUTY AND REGISTRATION CHARGES:

The stamp duty and other registration charges, as applicable for this
Agreement of Lease shall be paid by the Lessee.

7. FORCE MAJEURE:

It is also agreed and understood between the parties that in case of any
mishap due to fire, earthquake, strike, floods, tempest, war, riot, civil
war or civil commotions, mob violence, civil disturbance, act of God or on
account of terrorist attack, the Lessor shall not be liable for any loss or
damage that may be occasioned to the Lessee/its merchandise.

8. ADDRESSES FOR CORRESPONDENCE. ETC

Any notice andf or communications between the Parties shall be deemed

to be sufficient, if delivered by hand under acknowledgement or sent by
registered post acknowledgement due to the following address or the
address that may be intimated in writing to the Lessee by the Lessor
from time to time:

LESSOR'S:

LESSIEE'S:

9. LESSOR'S DUTIES. COVENANTS AND OBLIGATIONS

a) The Lessor hereby covenants with the Lessee that the Lessee paying
regularly the rents hereby reserved and performing and observing all the
covenants of the Lessee herein contained, shall be entitled, during the
subsistence of this lease to enjoy the Schedule property without let,
hindrance or interference from the Lessor or any other person/s claiming
through or under him; Still, in the event of the Lessee restrained from
enjoying the peaceful possession of the Schedule property or on account
of any action by the Government during the period of lease and in the
event of dispossession of the Lessee from the Schedule property or any

38
 portion thereof forcibly, due to any default of the Lessor,,the Lessor shall
make good the reasonable loss that may be suffered by the Lessee.

b) The Lessor shall offer necessary support and co-operation to the Lessee
in its process to obtain required permission/s, approval/s, clearances,
etc., from any Statutory Authority or other Local Bodies for the purpose
of obtaining and license, permissions, etc., for installation of power plant.
However, obtaining such permission/s, approval/s, clearances, etc.,
shall be the sole responsibility of Lessee.

10. LESSEE's covENANT AND OBLIGATIONS The Lessee hereby

covenants with the Lessor as under:
(a) The Schedule property shall be utilized for the purpose referred to in
Clause (1) above.
(b) The Lessee shall pay the rents (as per clause (3)) regularly and promptly.

11. TERMINATION AND RE-ENTRY

The Lease shall be determinable under all or any of the following

circumstances, namely-
i) by efflux of time.
ii) in the event of breach by either party of the terms, conditions, and
covenants hereof.
iii) if the scheduled Premises or any.part thereof is severely damaged or
destroyed due to any unforeseen circumstances or civil commotion,
act of God, etc., and these damages be not restored to by the LESSOR
within a reasonable time or if the demised premises is acquired
compulsorily by any authority.
irr) After the expiry of lease period, the Lessee shall handover the land to
the Lessor as it was existed previously at the time of this agreement
(subject to normal wear and tear).

L2. VARIATION:

The Lessor and the Lessee hereto acknowledge that this agreement
supersedes all prior communications between them including all oral or
written proposals. Any variation, addition, and modifications of this
agreement between the parties shall be valid only if in writing by the
Lessor and Lessees authorized representative.

13. ARBITRATION:

a) Any disputes or differences arising between the Parties hereto as to

the effect, interpretation or application any of the clauses of this
LEASE AGREEMENT or as to their rights, duties or liabililies there
under, or as to any act, matter or thing arising out of, or
consequent to, or in connection with this LEASE AGREEMENT
shall be referred to and resolved by Arbitration by referring the
same for arbitration to any retired District Judge and shall be
resolved finally at his arbitration under Arbitration and
Conciliation Act L996 and its Amendments or any other
 Enactment. The Arbitration proceedings shall be held at
and shall be in English/__Language.

b) This LEASE AGREEMENT shall be governed by the laws of India.

The Courts at Hisar alone shall have the jurisdiction to entertain
and or try any dispute arising out of or in connection with or in
relation to the terms of this LEASE AGREEMENT.

IN WTTNESS WHEREOF the parties hereto have executed these presents in the
presence of the witnesses attesting hereunder on the day, month and year
mentioned hereinabove.

LESSOR LESSEE

WITNESSES:

1.

2.

SCHEDULE PROPERTY

All that piece and parcel of Barrenf Agricultural land measuring _

Acre

Kand__ marla Share out of Hadbast No._Khewat

No.--Khatoni No. No.-Mustil No. No.
-Khasra
situated at Village lCity Tehsil-Kila District
and
bouncled on the:

(Notet The legal revenue terms to be changes to those prevalent in the

State)
East by:

West by:
North by:
South by:

40
 Annexure-III
Certificate from Tehsildar Related to Proof of Land Ownership

It is to be certified that Shri/Smt. son/wife/daughter of

Shri/Smt. is the owner of the land of
acres, canals, marla situated in the village_,
post-office block , tehsil district
The details of this land are as below:

1. Murabba No.
2. Khasra No.
3. Khewat No.
4. Khatauni No.
5. Rakba No.
As per the details available with the department, the land is registered on
their/his name and is free frorir any disputes.

The ownership of this land stands with the above-mentioned owners

before the date of and the land does not fall under the
Section 4 of Indian Forest Act.

Name & Signature of Tehsildar

Date:

4L
 Annexure-IV

Name of the applicant:

Address of the applicant:

Description Amount
Paid up equity Share Capital

Add: Reserves (Not being the

revaluation reserve)

Subt:ract: Intangible Assets

Subtract: Miscellaneous Expenditure

to the extent not written off and carry
forward losses.

Balance

Signature of the authorized signatory

(Name of the Signature)

Rubber stamp of the firm/company

42
 Annexure-V

STANDARD

POWER PURCHASE AGREEMENT FOR

PROCUREMENT OF MW POWER ON LONG TERM

BASIS

Between

[Name of Renewable Power Generatorl

And

[Name of Distribution Companyl

[month and year]

This Power Purchase Agreement is made on the day of of

at
-
Between

[name of the Renewable Power Generator],

[details of

Renewable Power Generator] (hereinafter referred to as "Renewable Power

Generator or RPG", 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

@L?*1':,".'?;rf "Tl;,?,?',?""?a?#Lo'""liL"J"'?1
(hereinafter referred to as UDISCOM", which
expression shall, unless repugnant to the context or meaning thereof, be
43
deemr:d to include its successors and assignees) as a party of the Second
Part;

The FIPG and DISCOM are individually referred to as ,part5r, and collectively
referr,ed to as 'Parties'.

WHEITEAS:

A. The Ministry of New and Renewable Energr [MNRE] has launched a

.

scheme for farmers on 8th March 2olg and issued implementation guidelines
on

B. The MNRE has accorded a sanction and allotted a capacity of _Mw

to DIS|COM for under the said scheme of 8ft March 2olg.

C. DISCOM had initiated a selection process for procurement of _ MW of

the power generated from the Grid connected Power Project on the
terms and conditions contained in the EoI/RfS No. dated

D. The RPG has been selected in the Process for development, generation,
and supply of electricity from the _MW power project to be
established by RPG at [location of proposed power plant] and
electricity generated to be fed to the [Name and location of $ I 11 kv
Substations notified by DHBVNI.
--
E. DISCOM has issued the Letter of Award No.... .... dated............in
favor r:f the RPG for development and establishment of the .. .....MW
Power Project as per the terms and conditions contained in the EoI/RfS.

f. The RPG has furnished the Performance Bank Guarantee in the sum of
Rs...........in favour of DISCOM as per the format prescribed by the DISCOM.

G. The RPG has fulfilled the terms and conditions for signing this power
Purchase Agreement as a definitive agreement for establishing the Power
Project of..... ...Mw at ... .., for generation and sale of electriciry by
the RPG to DISCOM at _33111 kV.

H. Ihe parties have agreed to execute this Power Purchase Agreement in

terms of the EoI/RfS and the Letter of Award in regard to the terms and
conditions for establishment of the Power

Projec[ at ......, and for generation and supply of electricity by the RpG to
DISCOM.

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:

44
ARTICLE 1: DEFINITIONS AND INTERPRETATION

1.1 DeJinitions

The terms used in this Agreement, unless as defined below or repugnant to

the context, shail have the same meaning as assigned to them by the
Electricity Act, 2OO3 and the rules or regulations framed there under,
including those issued/framed by the Appropriate Commission (as defined
hereunder), as amended, or re-enacted from time to time.
*Act" or shall mean the Electricity Act, 2OO3 and include an
"Electricity Act, modifications, amendments and substitution from time t
2003" time;
ttAgreement" or shall mean this Power Purchase Agreement including it
"Power Purchase recitals and Schedules, amended or modified from time
Agreement" or time in accordance with the terms hereof;
,'PPA''

"Appropriate Unless otherwise stated, Appropriate Commission shall be the

Commission" commission of the state where DISCOM is situated;
"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;
"Business Day" shall mean with respect to RPG and DISCOM, a day other
than Sunday or a statutory holiday, on which the banks
remain open for business in the State;
"Capacity shall have the same meaning as provided in CERC (Terms and
Utilization Factor" Conditions for Tariff determination from Renewable Energ,
or "CUF" Sources) Regulations, 2009as amended from time to time;
However, for avoidance of any doubt, it is clarified that the
CUF shall be calculated on the Contracted Capacity;
In any Contract Year, if .X' MWh of energr has been metered
out at the Delivery Point for Y'MW Project capacity, CUF= (X
MWh/ (YMW"8766)) X10O%;
"Commercial shall mean the date on which the commissioning certificate is
Operation Date issued upon Successful commissioning (as per provisions ol
(coD)" this Agreement) of the Project.

45
 "Conrpetent Court shall mean any court or tribunal or
a@
of Law" quasi- judicial body in India that has jurisdiction t(
adjudicate upon issues relating to this Agreement;

"Consents, shatt me ral"

Cleat'ances and registrations, permits, waivers,
"Perrnits" privileges, acknowledgements
required to be obtained from or provided by any concerned
authority for the purpose of setting up of the generation
facilities andl or supply of power;
"Consultation snall mean tne penod oI ninety (90) days or such other longer
Period" period as the Parties may agree, commencing from the date ol
issuance of aRPG Preliminary Default Notice or DISCoM
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;
"Con1-ract Year"
I
l shall mean the period beginning
I
ending on the immediately succeeding March 31 and
I

I
thereafter each period of 12 months beginning on April 1 and
I

I ending on March 31 provided that:

(i) in the financial year in rvhich the coD would occur, the
contract Year shall end on the date immediately before the
coD and a new contract Year shall commence once agairl
from the coD and end on the immediately succeeding vra."nl
31, and thereafter each period of twelve (12) monthsi
commencing on April 1 and ending on March 31, and
(ii)provided further that the last Contract year of
Agreement shall end on the last day of the Term of :il1
Agreement

46
"Delivery Point" "Delivery Point" shall mean the point at the voltage level ol
l1kv or above of the 33111 kV Substations notified by
DHBVN. Metering shall be done at this interconnection
point where the power is injected into the / L 1 kV
33
Substations notified by DHBVN. For interconnection with grid
and metering, the RPG shall abide by the relevant and
applicable regulations, Grid Code notified by the State
Commission and Central Electricity Authority (Installation
and Operation of Meters)Regulations, 2006 as amended and
revised from time to time, or orders passed there under by the
Appropriate Commission or CEA .All charges and losses
related to Transmission of power from project up to Delivery
Point as notified by the Appropriate Commission shall be
borne by the RPG.
"Dispute" shall mean any dispute or difference of any kind between
DISCOM and the RPG, in connection with or arising out ol
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;
"Due Date" Due Date shall mean the forty-fifth (45th) d.y after a Monthly
Bill (including all the relevant documents) or a Supplementary
Bill is received in hard copy and duly acknowledged by the
DISCOM or if such day is not a Business D.y, the
immediately succeeding Business Day, by which date such
Monthly Bill or a Supplementary Bill is payable by the
DISCOM.
"Effective Date" shall have the meaning ascribed thereto in Article 2.1 of this
Agreement;
"Electricity Laws" shall mean the Electricity Act, 2003 and the rules anc
regulations made there under 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;
"Event of Default" shall mean the events as defined in Article 13 of this
Agreement;
47
 "Expiry Date" Shall mean the date occurring twenty-five (2S) years from the
Commercial Operation Date subject to that the supply o1
power shall be limited for a period of 25 years from the COD
unless extended by the Parties as per this Agreement;
"Finiancing shall mean the agreements pursuant to which the RpG has
Agreements" sought financing for the Power Project including the loar
agreements, security documents, notes, indentures, security
agreements, letters of credit and other documents, as may be
amended, modified, or replaced from time to time, but withoul
in an5nvay, increasing the liabilities of DISCOM;
"Forrle Majeure" shall have the meaning ascribed thereto in Article 11 of thii
or "Force Majeure Agreement;
Everrt"

"lndian shall mean the Government of India, Governments of state o

Governmental and any ministry, department, board, authority
Instrumentality" agency, corporation, commission under the direct or indirect
control of Government of India or the above state Government
or both, any political sub-division of any of them including
any court or Appropriate Commission or tribunal or judicial or
quasi-judicial body in India;
"Insurances" shall mean the insurance cover to be obtained and maintainec
by the RPG in accordance with Article 8 of this Agreement;

"Interconnection shall mean the facilities on RPG's side of the Delivery Point for
Facilities" scheduling, transmitting and metering the electrical output in
accordance with this Agreement and which shall include,
without limitation, all other transmission lines and associated
equipment, transformers, relay and switching equipment and
protective devices, safety equipment and RTU, Data Transfer
and Acquisition facilities for transmitting data subject to
Article 7, the Metering System required for supply of power as
per the terms of this Agreement;
t'lnvc,ice" or ttBill" shall mean either a Monthly Bill / Supplementary Bill or a
Monthly Invoice/
Supplementary Invoice raised by any of the Parties;

48
"Late Payment shall have the meaning ascribed thereto in Article 1O.3.3 o
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 o1

any of them by an Indian Governmental Instrumentality and

having force of law and shall further include withoul
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 Commissions ;

"Letter of Credit" shall have the meaning ascribed thereto in Article 1O.4 of this
or "Lf C" Agreement;
"Letter of Award" shall mean Letter of Award issued by the DISCOM to the RPC
or "LoA" for the
project;
"MNRE" shall mean the Ministry of New and Renewable Energr
Government of
India;
"Month" shall mean a period of thirty (30) days from (and excluding)
the date of the event, where applicable, else a calendar month;

"ParQ/" and shall have the meaning ascribed thereto in the recital to this
"Parties" Agreement;

"Payment Securitl shall have the meaning ascribed thereto in Article 1o.4of this
Mechanism Agreement,

49
 | "Power Project" I
shall mean the ---- power g -
I or "P'roject" capacity of.......... [Insert capacity] Mw, located at ....
tl I
[Insert name of the District and State] having a separate
I I
control system, metering and separate points of injection into
I I
the grid at Delivery point of 33/ 11 kVs substations notified by
I I
I I
DHBVN sub station.T he Project shall include all units and
auxiliaries such as water supply, treatment or storage
I
I
facilities, bay(s) for transmission system in the switchyard,
I

dedicated transmission line up to the Delivery point and all

I
trr" otrr.. assets, buildings/structures, equipment, plant and
I I

machinery, facilities and related assets required for the

I I

efficient and economic operation of the power generation

i i
facilitv, whether completed or at any stage of development andi
I
j construction or intended to be developed and constructed for
I

j the purpose of supply of power as per this Agreement; I

"Preliminary shall have the meaning ascribed thereto in n.ticG ts of this

Defar-rlt Notice" Agreement;
"Project shall mean the maximum AC capacity of the Project at the
Capacit5/ point of injection on which the Power Purchase Agreement has
been signed.
"Prudent Utility shall mean the practices, methods and standa.d" that
".r
Pract.ices" generally accept editor nationally from time to time by electric
utilities for the purpose of ensuring the safe, efficient, and
economic design, construction, commissioning, operation, and
maintenance of power generation equipment and which
practices, methods and standards shall be adjusted as
necessary, to take account of:
a) Operation and maintenance guidelines recommended
by the manufacturers of the plant and equipment to be
incorporated in the Power Project.
b) the requirements of Indian Law; and the physical conditions
at the site of the Power Project
"Rebate" shall have the same meaning as ascribed thereto in Article
10.3.5 of this Agreement;
'Rupees", "Rs.", shall mean Indian rupees, the lawful currency of India;
50
 "Scheduled Shall mean .. [Insert Date that is fifteen (1
Commissioning Months from the Date
Date" or "SCD" of of issuance of LoA by the DISCOM to the RPGI;
the Project
"Tarifl' Shall have the same meaning as provided for in Article 9 ol
this Agreement;
"Tariff Payment" shall mean the payments to be made under Monthly Bills as
referred to in
Article 1O and the relevant Supplementary Bills;
"Termination shall mean the notice given by either Parties for termination o
Notice" this
Agreement in accordance with Article 13 of this Agreement;
"Term o shall have the meaning ascribed thereto in Article 2 of this
Agreement" Agreement;

ARTICLE 2: TERM OF AGREEMENT

2.1 Effecttae Date

2.1.1This Agreement shall come into effect from _ and such date shall
be referred to as the Effective Date.

2.2 Term of Agreement

2.2.7 Subject to Article 2.3 and 2.4 of this Agreement, this Agreement shall
be valid for a term from the Effective Date until the Expiry Date. This
Agreement may be extended for a further period at least one hundred eighty
(180) days prior to the Expiry Date, on mutually agreed terms and
conditions.

2.2.2 The RPG is free to operate their plants beyond the Expiry Date if
other conditions like land lease / Right to Use of Land (as applicable),
permits, approvals and clearances etc. allow. In such case unless
otherwise agreed by the DISCOM, DISCOM shall not be obligated to
procure power beyond the Expiry Date.

2.3 Barlg Termlnation

2.3.1 This Agreement shall terminate before the Expiry Date if either
DISCOM or RPG terminates the Agreement, pursuant to Article 13 of this
Agreement.

51
2.4 Surttlaal
2.4.L The expiry or termination of this Agreement shall not affect any accrued
rights, obligations and liabilities of the Parties under this Agreement,
including the right to receive penalty as per the terms of this Agreement, nor
shall it affect the survival of any continuing obligations for which this
Agreement provides, either expressly or by necessary implication, which are to
surviye after the Expiry Date or termination including those under Article 11
(Force Majeure), Article 13 (Events of Default and Termination), Article 14
(Liab:ility and Indemnification), Article 16 (Governing Law and Dispute
Resolution), Article 77 (Miscellaneous Provisions), and other Articles and
Scherlules 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.

ARTICLE 3: CONDITIONS SUBSEQUENT

3.1 The RPG agrees and undertakes to make Project Financing Arrangements
for its Project and shall provide necessary documents to DISCOM in this
regard within six Months from the Date of issue of LoA by DISCOM for the
projer:t.

ARTI,CLE 4: CONSTRUCTION & DEVELOPMENT OF THE PROJECT

4.L RPG's Obligatlons

4.1.7 The RPG undertakes to be responsible, at RPG's own cost and risk, for:

a) The RPG shall be solely responsible and make arrangements for Land &
as,sociated infrastructure for development of the Project and for
Connectivity with the 331 | 1 kV Substations notified by DHBVN for
confirming the evacuation of power by the Scheduled Commissioning date
or COD, whichever is earlier, and all clearances related thereto.

Ttre RPG shall furnish the necessary documents to establish

pgssession in the name of the Project Developer of the required land/
Lease Agreement.

b) oLrtaining atl Consents, Clearances and Permits as required and

maintaining all documents'

c) Designing, constructing, erecting, commissioning, completing, and testing

the Power Project in accordance with the applicable Law, the Grid Code,
the terms and conditions of this Agreement and Prudent Utility Practices.

d) the commencement of supply of power up to the Contracted Capacity to

DISCOM no later than the Scheduled Commissioning Date and
continuance of the supply of power throughout the term of the Agreement'

e) Connecting the Power Project switchyard with the Interconnection

Fei.cilities at the Delivery Point. The RPG shall make adequate
52
 arrangements to connect the Power Project switchyard with the
Interconnection Facilities at Interconnection
/ Metering / Delivery Point.
owning the Power Project throughout the Term of Agreement free and clear
of encumbrances, except those expressly permitted under Article 15.

0 fulfilling all obligations undertaken by the RPG under this Agreement.

s) The RPG shall be responsible to for directly coordinating and dealing with
the DISCOM, and other authorities in all respects regarding declaration of
availability, scheduling, and dispatch of Power and due compliance with
deviation and settlement mechanism and the applicable Grid code/State
Regulations.

4.2 htrchase and sale of Contracted Capacitg

4.2.7 Subject to the terms and conditions of this Agreement, the RPG
undertakes to sell to DISCOM and DISCOM undertakes to pay Tariff for
all the enerS/ supplied at the Delivery Point corresponding to the
Contracted Capacity.

4.3 Right to Contracted Capacitg & Energg

4.3.1 DISCOM, in any Contract Year shall not be obliged to purchase any
additional energr from the RPG beyond the contract capacity. If for any
Contract Year except for the lirst yehr of operation, it is found that the
RPG has not been aQle to generate minimum ener$/ of Million kWh
(MU) till the end of 10 years from the COD and .. ...... Million
kwh (MU) for the rest of the Term of the Agreement, on account of
reasons solely attributable to the RPG, the non-compliance by RPG
shall make the RPG liable to pay the compensation. For the first year of
operation, the above limits shall be considered on pro-rata basis. The
lower limit will, however, be relaxable by DISCOM to the extent of grid
non-availability for evacuation which is beyond the control of the RPG.
This compensation shall be applied to the amount of shortfall in
generation during the Contract Year. The amount of such penalty shall
be as determined by the Appropriate Commission ,and such penalty
shall ensure that the DISCOM is offset for all potential costs associated
with low generation and supply of power under the PPA. Hofrerqer, the
minimum compensation payable to DISCOM by the RPG shall b>25%
(twenty-five percent) of the cost of this shortfall in ener5r terms,
calculated at PPA tariff. This compensation shall not be applicable in
events of Force Majeure identified under PPA.
4.3.2In case at any point of time, the peak of capacity reached is higher than
the contracted capacity and causes disturbance in the system at the
point where power is injected, the RPG will have to forego the excess
generation and reduce the output to the contract capacity and shall
also have to pay the penalty lcharges (if applicable) as per applicable
regulations.

4.4 Extenslons of T'l.me

53
 4-4.1 In the event that the RPG is prevented from performing its obligations
under Article 4.1by the scheduled commissioning Date due to:

a) any DISCOM Event of Default; or

b) Force Majeure Events affecting DISCOM, or

c) Force Majeure Events affecting the RpG,

the Sr:heduled Commissioning Date and the Expiry Date shall be deferred,
subject to Article 4.4.5, for a reasonable period but not less than'day for day,
basis, to permit the RPG or DISCOM using due diligence, to overcome the
effectsi of the Force Majeure Events affecting the RPG or DISCOM, or till such
time such Event of Default is rectified by DISCOM.

4.4.2 [n case of extension due to reasons specified in Article 4.4.1(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. In case neither
party terminates the agreement under this clause, the agreement shall
stand terminated on the expiry of fourteen (14) months of the
continuation of the Force majeure event unless the parties mutually
agree to extend the agreement for the further period.

4.4.3 ltf the Parties have not agreed, withiri thirty (30) days after the affected
Part5r's performance has ceased to be affected by the relevant
circumstance, on the time by which the Scheduled Commissioning
Date or the Expiry Date should be deferred, any Part5r may raise the
Dispute to be resolved in accordance with Article 16.

4.4.4 As a result of such extension, the newly determined Scheduled

Commissioning Date and newly determined Expiry Date shall be
deemed to be the Scheduled Commissioning Date and the Expiry Date
for the purposes of this Agreement.

4.4.S ltlotwithstanding 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
the date pursuant to Article 4.5.2.

4.4.6 Delay in commissioning of the project beyond the scheduled

commissioning date for reasons other than those specified in Article
4.4.1 shall be an event of default on part of the RPG and shall be
subject to the consequences specified in the Article 4.5.

4.5 )i,iquidated Damages not amounting to penaltg for delag in

Commissioning

4.5.1 tf the RPG is unable to commission the Project by the Scheduled

Commissioning Date other than for the reasons specified in Article
4.4.1, the RPG shall pay to DISCOM, damages for the delay in such

54
 commissioning and making the Contracted Capacity available for
dispatch by the Scheduled Commissioning Date as per the following:

up to (& including) the

Delay beyond the Scheduled Commissioning Date
date as on twelve months from the Date of issue of LoA: The total
Performance Bank Guarantee amount shall been cashed on per day basis
and proportionate to the balance capacity not commissioned.

4.5.2 The maximum time allowed for commissioning of the full Project
Capacity with encashment of Performance Bank Guarantee shall be
limited to 2l MonLhs from the Date of issue of LoA. In case, the
Commissioning of the Project is delayed beyond 21 Months from the
Date of issue of LoA, it shall be considered as an RPG Event of Default
and provisions of Article 13 shall apply and the Contracted Capacity
shall stand reduced / amended to the Project Capacity Commissioned
within 21 Months of the Date of issue of LoA and the PPA for the
balance Capacity will stand terminated and shall be reduced from the
project capacit5r.

4.5.3 The RPG further acknowledge that the amount of the liquidated
damages fixed is genuine and reasonable pre-estimate of the
damages that may be suffered by DISCOM.

4.6 Acceptance/PerformanceTest
4.6.1Prior to synchronization of the Powei Project, the RPG shall be required
to get the Project certified for the requisite acceptance/performance test
as may be laid down by respective authorities.

4.7 Third Partg VeriJication

4.7.1The RPG shall be further required to always provide entry to the site of
the Power Project free of all encumbrances during the Term of the
Agreement to DISCOM and a third Party nominated by any Indian
Governmental Instrumentality for inspection and verification of the
works being carried out by the RPG at the site of the Power Project.

4.7.2 The third party may verify the construction works/operation of the
Power Project being carried out by the RPG and if it is found that the
construction works/operation of the Power Project is not as per the
Prudent Utility Practices, it may seek clarifications from RPG or require
the works to be stopped or to comply with the instructions of such
third party.
4.8 Breach of Obligations

4.8.1 The Parties herein agree that during the subsistence of this Agreement,
subject to DISCOM complying of its obligations & undertakings under
this Agreement, the RPG would have no right to negotiate or enter any
dialogue with any third party for the sale of Contracted Capacity of
power which is the subject matter of this Agreement. It is the specific
understanding between the Parties that such bar will apply throughout
the entire term of this Agreement.
55
4.9 Genera;tlon comlrensatlonfor Off-take constralnts

4.9.1 Generation Compensation in off take constraints due to Grid

Unavailability: During the operation of the plant, there can be some
periods where the Project can generate power but due to temporary
transmission unavailability, the power is not evacuated, for reasons
not attributable to the RPG. In such cases, subject to the submission
of documentary evidence from the competent authority, the generation
compensation shall be restricted to the following and there shall be no
other claim, directly or indirectly against DISCOM:

Duration of Gric
unavailabilitv Provision for Generation Compensation
Grid unavailability in a contrac Generation .Loss = [(Aaerage
year per hour
as defined in the PPA: (on durlng the Contract Year) x (number
period hours of grid
from 8 am to 6 pm to unaaailabtlttg durtng the Contract Yt
Were, Average Generation per hour durin
the
Contract Year (kWh) = Total generation
the Contract
Year (kWh) +
Total hours of generation in the Cont
Year.

The excess generation by the RPG equal to this generation loss shall be
procured by DISCOM at the PPA tariff to offset this loss in the succeeding 3
(three) Contract Years.

4.9.2 l]ff take constraints due to Backdown: The RPG and DISCOM shall
follow the forecasting and scheduling process as per the regulations
in this regard by the Appropriate Commission. In the eventuaiity of
backdown, subject to the submission of documentary evidence from
the competent authority, the RPG shall be eligible for a minimum
generation compensation, from DISCOM, restricted to the following
and there shall be no other claim, directly or indirectly against
DISCOM:

56
 Duration of Backdown Provision for Generation Compensation
ours of Backdown Mlnlmum Generatlon Comgtensation -- 50% of
during a monthly billing [(Aaerage
cycle Generatlon per hour durlng the month) X
(nunber of
backdoutn hours durlng the mont$ X PPA
turrff
Where, Average Generation per hour during the
month (kwh) =
Total generation in the month (kwh) + Total hours
of generation
in the month

The RPG shall not be eligible for any compensation in case the Backdown is
on account of events like consideration of grid security or safety of any
equipment or personnel or other such conditions. The Generation
Compensation shall be paid as part of the ener5/ bill for the successive
month after JMR.

ARTICLE 5: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL

OPERATION

5. 1 Sgnchronization, Commissioning and Commercial Operation

S.i.i The RPG shall give the DISCOM at least thirty (30) days'advanced
preliminary written notice and at least fifteen (15) days'advanced final
written notice, of the date on which it intends to synchronrze the Power
Project to the Grid System.

5.L.2 Subject to Article 5.1.1, the Power Project may be synchronized by the
RPG to the Grid System when it meets all the connection conditions
prescribed in applicable Grid Code then in effect and otherwise meets all
other Indian legal requirements for synchronization to the Grid System.

5.1.3 The synchronization equipment and all necessary arrangements I

equipment including RTU for scheduling of power generated from the
Project and transmission of data to the concerned authority as per
applicable regulation shall be installed by the RPG at its generation
facility of the Power Project at its own cost. The RPG shall synchronize
its system with the Grid System only after the approval of
synchronization scheme is granted by the head of the concerned
substation/ and checking/verification is made by the concerned
authorities of the DISCOM.

5.1.4 The RPG shall immediately after each synchronizationf tripping of

generator, inform the sub-station of the Grid System to which the
Power Project is electrically connected in accordance with applicable
Grid Code. In addition, the RPG will inject in-firm power to grid time to
57
 time to carry out operationall functional test prior to commercial
operation. For avoidance of doubt, it is clarified that Synchronization
Connectivity of the Project with the grid shall not to be considered as
I
Commissioning of the project.

5. 1.5 The RPG shall commission the Project within fifteen (15) Months from
the
Date of issue of LoA. Declaration of COD shall only be done upon the
successful visit by the Commissioning Committee.

5.1.6 The Parties agree that for the purpose of commencement of the supply of
electricity by RPG to DISCOM, liquidated damages for delay etc., the
Schecluled Commissioning Date as defined in this Agree*ent shall be the
releva"nt date.

ARTICLE 6: DISPATCH AND SCHEDULING

6.1 Dlspatch and. Schedullng

6.1.1 The RPG shall be required to schedule its power as per the applicable
regulzLtions of SERC /SLDC or any other competent agency and same being
recognized by the SLDC or any other competent authority I agency as per
applicable regulation I law / direction and maintain compliince to the
applicable Codes/ Grid Code requirements and directions, if any, as specified
by co:ecerned SLDC from time to time. Any deviation from the Schedule will
attract the provisions of applicable regulAtion / guidelines / directions and
any financial implication on account of this shall be on the account of the
RPG.

6.1.2 The RPG shall be responsible for directly coordinating and dealing with
the D|ISCOM, State Load Dispatch Centers, and other authorities ln all
respects in regard to declaration of availability, scheduling and dispatch of
Power and due compliance with deviation and settlement mechanism arrd the
applicable Grid code Regulations.

6.1.3'Ihe RPG shall be responsible for any deviation from scheduling and for
any resultant liabilities on account of charges for deviation as per applicable
regula.tions. UI charges on this account shall be directly paid by the RpG.

6.7.4.Auxiliary power consumption will be treated as per the concerned state

regulations.

ARTICLE 7: METERING

7.t Meters

7.1.1 For installation of Meters, Meter testing, Meter calibration and Meter
readinLg and all matters incidental thereto, the RPG and DISCOM shall follow
and be bound by the Central Electricity Authority (Installation and Operation
of Meters) Regulations, 2006, the Grid code, as amended and revised from
time to time.

58
 7.1.2 The RPG shall bear all costs pertaining to installation, testing,
calibration, maintenance, renewal, and repair of meters at RpG,s side of
Delivery Point.

7.1.3 In addition to ensuring compliance of the applicable codes, the RpG

shall install Main & Check meters at the Delivery Point, along with Stand-by
meter(s) as per the applicable regulations of the State where the Project is
located.

7.2 Reporting of Metered. Data and. parameters

7.2.I The grid connected renewable power plants will install necessary
equipment for regular monitoring of required data and simultaneously for
monitoring of the electric power generated from the project.

7.2.2 online arrangement would have to be made by the RpG for

submission of above data regularly for the entire period of this Power
Purchase Agreement to the DISCOM, the MNRE and concerned agency as
per applicable regulation / directions.

7 '2.3 Reports on above parameters on monthly basis (or as required by

regulation / guidelines) shall be submitted by the RPG to Ministry of New
and Renewable Energr/National Institute of Solar Energr through DISCOM
for entire period of PPA.

ARTICLE 8: INSURANCES

8.1 Insurance
8.1.1 The RPG 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 to keep the Project in good condition
and shall take Industrial All Risk insurance policy covering risks
against any loss or damage, 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, and under the applicable laws.

8.2 Application of Insurance Proceed.s

8.2.1 In case of the Project not being implemented through Financing
Agreement(s), save as expressly provided in this Agreement or the
Insurances, the proceeds of any insurance claim made due to loss or
damage to the Power Project, or any part of the Power Project shall be
first applied to reinstatement, replacement or renewal of such loss or
damage.

In case of the Project being financed through Financing Agreement(s), save as

expressly provided in this Agreement or the Insurances, the proceeds of any
insurance claim made due to loss or damage to the Power Project, or any part
of the Power Project shall be applied as per such Financing Agreements.
59
 8'2'2 If a Force Majeure Event renders the Power project no longer
economically and technically viable and the insuiers under the
Insurances make payment on a "total loss" or equivalent basis,
DISCOM shall have claim on such proceeds of such Insurance
limited to outstanding dues of DlsCorwagainst RpG.

8.3 ,Effect on lto,bilttg of DISCOM

8.3.1 Notwithstanding any liability or obligation that may arise under

this
Agreement, any loss, damage, liability, pu.y-.it, obligation, or
expense which is insured or not or for which the RpG can
ciaim
compensation, under any Insurance shall not be charged to or
payable by DISCOM. It is for the RPG to ensure that a[propriate
insurance coverage is taken for payment by the insurer for-tire Lntire
loss and there is no under insurance or short adjustment etc.

ARTICLE 9: APPLICABLE TARITF

9.1 The RPG shall be entitled to receive the Tariff of Rs. ..... /kwh, fixed
for the entire

term of this Agreement, with effect from the COD, for the power sold to the
DISCOM as reflected in the Energr Accounts.

ARTICLE 1O: BILLING AND PAYMENT

10.1 General
1O. 1. 1 From the commencement of supply of power, DISCOM shall pay to the RpG
the
monthly Tariff Payments subject to the adjustments as pei provisions of this
Agreernent including Article 6, in accordance with Article g. All Tariff
Payments by DISCOM shall be in Indian Rupees.

lO.l.2 The RPG shall be required to make arrangements and payments for
import of energr (if any) as per applicabre regurations.

7o.2 Dellaery and. content of Monthrg Bills/supplementary Bills

70.2.1, The RPG shall issue to DISCOM hard copy of a signed Monthly Bill for
the immediately preceding Month based on the JMR/Energr Account
along with all relevant documents (payments made by RpG for drawl of
power, payment of reactive ener$/ charges, Metering charges or any
other charges as per regulations of sERC/SLDC, if applicable.)

Each lrlonthly Bill shall include alI charges as per this Agreement for the
eners/ supplied for the relevant Month based on JMR/EnerS/ Accounts.
60
The Monthly Bill amount shall be the product of the ener5/ as per Energr
Accounts and the Applicable Tariff. Energr drawn from the grid will be
regulated as per the regulations of respective State the Project is located in.

1O.3 Pagment of Monthlg Btlls

10.3.I DISCOM shall pay the amount payable under the Monthly Bill by
the Due Date to such account of the RPG, as shall have been
previously notified by the RPG.

1O.3.2 A11 payments required to be made under this Agreement shall

also include any deduction or set off for:

i) deductions required by the Law; and

ii) Amount claimed by DISCOM, if any, from the RPG, will be adjusted from
the monthly energr payment.

The RPG shall open a bank account (the "RPG's Designated Account") for all
Tariff Payments to be made by DISCOM to the RPG and notify DISCOM of the
details of such account at least sixty (60) Days before the dispatch of the first
Monthly Bill.

10.3.3 l,ate Pagment Surcharge

In the event of delay in payment of a Mohthly Bill by DISCOM beyond the

due date, a late payment surcharge shall be payable to the RPG at the rate
of 1.25/o per month on the outstanding amount calculated on a day-to-day
basis. The Late Payment Surcharge shall be claimed by the RPG through the
Supplementary Bill.

10.3.5 Rebate

For payment of any Bill on or before Due Date, the following Rebate shall be
paid by the RPG to DISCOM in the following manner and the RPG shall not
raise any objections to the payments made under this article.

a) A Rebate of 2oh shall be payable to the DISCOM for the payments made
within a period of seven clear working days of the presentation of hard
copy of Bill along with required supporting documents at DISCOM office.

b) Any payments made after seven clear working days of the date of
presentation of hard copy of the Bill along with the required supporting
documents at DISCOM office up to the Due Date shall be allowed a rebate
of 7 o/o.

c) For the above purpose, the date of presentation of Bill shall be the next
Business Day of delivery of physical copy of the Bill at DISCOM.

61
 d) No Rebate shall be payable on the Bills raised on account of Change in Law
relating to taxes, duties, cess etc. and on supplementary Bill.

For the above purpose date of presentation of bill shall be the same
day
delivery in hard copy. However, lor consideration of rebate, next business of
day
shall be considered.

70.4 Pagrnent Secttritg Mechanlsm

Letter of Credit (LCf :

10.4.1 DISCOM shall provide to the RpG, in respect of payment

Monthly Bills.and/or Supp-lementary Bills, a monthly unconditional,
of its
revolving, and irrevocabie letter of credit ("Letter of "Credit,,), opened
and maintained which may be drawn upon by the RpG in
accordance with this Article.

10.4.2 Not later than one (1) Month before the start of supply,
DISCOM through a scheduled bank open a Letter of Credit in favor
of
the RPG, to be made operative from a date prior to the Due Date of
its first Monthly Bill under this Agreement. The Lett.r of Credit shall
have a term of twelve (12) Months and shall be renewed annually, for
an amount equal to:
i) for the first Contract Year, equal to the estimated average monthly
billing.
i0 for each subsequent Contract Year, equal to the average of the
monthly billing of the previous Contract year.

10.4.31 Provided that the RPG shall not draw upon such Letter of Credit prior
to the Due Date of the relevant Monthly Bill and/or Supplementary
Bill and shall not make more than one drawl in a Month.

10.4.4 Provided further thatif at any time, such Letter of Credit amount falls
short of the amount specified in Article 10.4.2 due to any reason
whatsoever, DISCOM shall restore such shortfall within fifteen (15)
days.

10.4.5 DISCOM shail cause the scheduled bank issuing the Letter of Credit
to intimate the RPG, in writing regarding establishing of such
irrevocable Letter of Credit.

10.4.6 DISCOM shall ensure that the Letter of Credit shall be renewed not later
than its expiry.

70.4.7 A11costs relating to opening, maintenance of the Letter of Credit shall be

borne by DISCOM.

10.4.8 If DISCOM fails to pay undisputed Monthly Bill or Supplementary Bill

or a part thereof within and including the Due Date, then, subject to
Article 10.4.6 & 10.5.2, the RPG may draw upon the Letter of credit,
62
 and accordingly the bank shall pay without any reference or
instructions from DISCOM, an amount equal to such Monthly Bill or
Supplementary Bill or part thereof, in accordance with Article 10.4.3
above, by presenting to the scheduled bank issuing the Letter of
Credit, the following documents:

i) a copy of the Monthly Bill or Supplementary Bill which has remained

unpaid to RPG and.

ii) a certificate from the RPG 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.

1O.5 Dtsputed Bill

10.5.1 If the DISCOM does not dispute a Monthly Bill or a Supplementary
Bill raised by the RPG within fifteen (15) days of receiving such Bill
shall be taken as conclusive.

10.5.2 If the DISCOM disputes the amount payable under a Monthly Bill or a
Supplementary Bill it shall pay undisputed amount of the invoice
amount and it shall within fifteen (15) days of receiving such 8i11,
issue a notice (the "8i11 Dispute Notice") to the invoicing Party setting
out:
i)the cletails of the disputed amount..

ii) its estimate of what the correct amount should be; and iii) all written
material in support of its claim.

10.5.3 If the RPG agrees to the claim raised in the Bill Dispute Notice issued
pursuant to Article

LO.5.2, the RPG shall revise such Bill and present along with 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 disputing
Party to the invoicing Party and up to and including the date on which such
payment has been received as refund.

10.5.4 If the RPG does not agree to the claim raised in the Bill Dispute Notice
issued pursuant to Article 10.5.2, it shall, within fifteen (15) days of receiving
the Bill Dispute Notice, furnish a notice (8i11 Disagreement Notice) to the
DISCOM 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 counterclaim.

10.5.5 Upon receipt of the Bill Disagreement Notice by the DISCOM under
Article 10.5.4, authorized representative(s) or a director of the board of
directors/ member of board of the DISCOM and RPG shall meet and make
63
best ,endeavors to amicably resolve such dispute within fifteen (15) days of
receipt of the Bill Disagreement Notice.

10'5.6 If the Parties do not amicably resolve the Dispute within fifteen (15)
days of receipt of Bill Disagreement Notice pursuant to Article 10.S.4, the
matte r shall be referred to Dispute resolution in accordance with Article 16.

10.5.12' For the avoidance of doubt, it is clarified the despite a Dispute

regar<ling an invoice, DISCOM shall, without prejudice to its right to Dispute,
be under an obligation to make payment of unaisputed amount of the invoice
amount in the Monthly Bill.

10.6 Quarterly and Annual Reconciliation

10'6.l- The Parties acknowledge that all payments made against Monthly Bills
and Supplementary Bills shall be subject to quarterly reconciliation
within 3o days of the end of the quarter at the beginning of the
following quarter of each Contract Year and annual reconciliation at
the end of each Contract Year within 30 days to take into account the
Energr Accounts, Tariff adjustment payments, Tariff Rebate, Late
Payment Surcharge, or any other reasonable circumstance provided
under this Agreement.

70.6'2 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 has been
finally verified and adjusted, the RPG and DISCOM shall jointly sign
such reconciliation statement. Within fifteen (15) days of signing of a
reconciliation statement, the RPG shall make appropriate
adjustments in the next Monthly Bill. Late payment surch arge I
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 Article 16.

64
 lO.7 Pagment of Supplementary Bill
10.7.r RPG may raise a ("supplementary Bill") for payment on account of:

i) Adjustments required by the Energr Accounts (if applicable); or

ii)Change in Law as provided in Article 12

And such supplementary Bill shall be paid by the other party.

IO.7.2 DISCOM shall remit all amounts due under a Supplementary Bill
raised by the RPG to the RPG's Designated Account by the Due Date, except
open access charges, RLDC or scheduling charges and transmission chargis
(if applicable). For Srrpplementary Bill on account of adjustment required-by
ener$/ account, Rebate as applicable to Monthly Bills pursuant to Article
10.3.5 shall equally apply. No surcharge will be applicatle other than that
on the monthly eners/ payment and associated debit and credit note.

10.7.3 In the event of delay in payment of a Supplementary Bill by either

Party beyond its Due Date, a Late Payment Surcharge shall bi payable at the
same terms applicable to the Monthly Bill in Article 10.3.3.

ARTICLE 11: FORCE MAJEURE

1 1. 1 DeJinitions

1 1. 1' 1 In this Article, the following terms shall have the following meanings:

ll.2 Affected, Partg

11.2.1 An affected Party means DISCOM or the RpG whose performance

has been affected by an event of Force Majeure.

1 1.3 Force Majeure

11.3.1 A'Force Majeure'means any event or circumstance or combination of

events those stated below that wholly or partly prevents or unavoidably
delays an Affected Party in the performance of its obligations under thii
Agreement, but only if and to the extent that such events or circumstances
are not within the reasonable controi, directly or indirectly, of the Affected
Party and could not have been avoided if the Affected Party had taken
reasonable care or complied with prudent utility practices:

a) Act of God, including, but not limited to lightning, drought, fire, and
explosion (to the extent originating from a source external to the site),
earthquake, volcanic eruption, landslide, flood, cyclone, typhoon, or
tornado if and only if it is decl ared / notified by the competent state /
central authority I agency (as applicable).

b) any act of war (whether declared or undeclared), invasion, armed. conflict

or act of foreign enemy, blockade, embargo, revolution, riot, insurrection,
65
 terrorist, or military action if and only if it is declared I notified by the
co:mpetent state / central authority I agency (as applicable); or

c) rarlioactive contamination or ionizing radiation originating from a source in

Inrlia or resulting from another Force Majeure Event mentioned above
ex,:luding circumstances where the source or cause of contamination or
rariiation is brought or has been brought into or near the Power Project by
thr: Affected Party or those employed or engaged by the Affected party.

11.4 Force MaJeure Excluslons

17.4.1 Force Majeure shall not include (i) any event or circumstance which is
r.l'ithirL the reasonable control of the Parties and (ii) the following conditions,
excepl- to the extent that they are consequences of an event of Force Majeure:

a. Unavailability, late delivery, or changes in cost of the plant, machinery,

equipment, materials, spare parts, or consumables for the power
Project.

b. Delay in the performance of any contractor, sub-contractor, or their

agents.

C. Non-performance resulting from normal wear and tear typically

experienced in power generation materials and equipment.

d. Strikes at the facilities of the Affected Party.

e. Insufficiency of finances or funds or the agreement becoming onerous to

perform; and

f. Non-performance caused by, or connected with, the Affected party,s:

i. Negligent or intentional acts, errors, or omissions.

11. Failure to comply with an Indian Law; or

111. Breach of, or default under this Agreement.

11.5 Notification of Force Majeure Euent

11.5.1 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.

66
11.5.2 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.

1i.5.3 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 lhttg to Perform and Dutg to Mitigate

11.6.1 To the extent not prevented by a Force Majeure Event pursuant to
Article 1 1.3, 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.

LL.T Auqilable Relief for a Force MaJeure Euent

ll.7 .7 Subject to this Article 1 1:
(a) no Party shall be in breach of its obligations pursuant to this Agreement
except to the extent that the performance of its obligations was prevented,
hindered, or delayed due to a Force Majeure Event.

(b) every Party shall be entitled to claim relief in relation to a Force Majeure
Event regarding its obligations.

(c) For avoidance of doubt, neither Part5r'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.

ARTICLE 12: CHANGE IN LAW

I2.l Definitions
In this Article 12, tine term Change in Law shall refer to the occurrence of any
of the following events pertaining to this project only after the last date of the
bid submission, including

67
 (i)the enactment of any new law; or

(ii)an amendment, modification, or repeal of an existing law; or

(iii)thr: requirement to obtain a new consent, permit, or license; or

(iv)any modification to the prevailing conditions prescribed for obtaining a

consent, permit, or license, not owing to any default of the RpG; or (v) any
changge in the rates of any Taxes including any duties and cess or
Introcluction of any new tax made applicable for setting up the power project

and supply of power from the Power project by the RPG Which have a direct
effect on the Project. However, Change in Law shall not include (i) any change
in taxes on corporate income or (ii) any change in any withhoidi.rg tax on
income or dividends distributed to the shareholders of the RpG, oiliii; ,rry
change on account of regulatory measures by the Appropriate Commission.

In the event a Change in Law results in any adverse financial loss/ gain to the
RPG then, in order to ensure that the RPG is placed in the same financial
position as it would have been had it not been for the occurrence of the
Chan5;e in Law, the RPG/ DISCOM shall be entitled to compensation by the
other party, as the case may be, subject to the condition that the quantum
and mechanism of compensation payment shall be determined and shall be
effective from such date as may be decided by the Appropriate Commission.

In the event of any decrease in the recurring/ nonrecurring expencliture by

the RPG or any income to the RPG on account of any of the events as
indicated above, RPG shall file an application to the Appropriate Commission
no later than sixty (60) days from the occurrence of such event, for seeking
approrral of Change in Law. In the event of the RPG failing to comply with the
above requirement, in case of any gain to the RPG, DISCOM shall withhold
the monthly tariff payments on immediate basis, until compliance of the
above requirement by the RPG.

L2.2 Relief for Change in Laut

12.2.1 The aggrieved Party shall be required to approach the Appropriate

Commission for seeking approval of Change in Law.

12.2.2 The decision of the Appropriate Commission to acknowledge a Change

inLa',r' and the date from which it will become effective, provide relief for the
same, shall be final and governing on both the Parties.

ARTICLE 13: EVENTS OF DEFAULT AND TERMINATION

13.1 RPG Eaent of Default

13.1.1 The occurrence andf or continuation of any of the following events,

unless any such event occurs because of a Force Majeure Event or a
breach by DISCOM of its obligations under this Agreement, shall
constitute an RPG Event of Default:

68
(i) the failure to commence supply of power to DISCOM up to the Contracted
Capacity, by the endof the period specified in Article 4, or failure to
continue supply of Contracted Capacity to DISCOM after Commercial
Operation Date throughout the term of this Agreement, or if.

a) the RPG 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 RPG transfers or novates any of its rights andl 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 RPG 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 insolvericy order is passed against the RPG,
or (c) the RPG 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 RPG will not be a RPG 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 RPG and expressly assumes all obligations
of the RPG under this Agreement and is in a position to perform them; or

(iii) the RPG repudiates this Agreement and does not rectify such breach
within a period of thirty (30) days from a notice from DISCOM in this
regard; or

(iv) except where due to any DISCOM's failure to comply with its material
obligations, the RPG is in breach of any of its material obligations
pursuant to this Agreement, and such material breach is not rectified by
the RPG within thirty (30) days of receipt of first notice in this regard
given by DISCOM.

(") occurrence of any other event which is specified in this Agreement to be a

material breach/ default of the RPG.

("i) except where due to any DISCOM's failure to comply with its material
obligations, the RPG is in breach of any of its material obligations
pursuant to this Agreement, and such material breach is not rectified by
the RPG within thirty (30) days of receipt of first notice in this regard
given by DISCOM.
69
 13.2 DISCOM Eaent of Default
13.2.1 The occurrence and the continuation of any of the following events,
unless any such event occurs because of a Force Majeure Event or
a breach by the RPG of its obligations under this Agreement, shall
constitute the Event of Default on the part of defaulting DISCOM:

(i) L)ISCOM fails to pay (with respect to a Monthly Bill or a Supplementary

Elill), subject to Article 10.5, for a period of ninety (90) days after the DuL
tlate and the RPG is unable to recover the amount outstanding to the
R:PG through the Letter of Credit,

(ii) DTISCOM repudiates this Agreement and does not rectify such breach even
r,r"ithin a period of sixty (60) days from a notice from the RPG in this
rr:gard; or

(iii) e;rcept where due to any RPG's failure to comply with its obligations,
DISCOM is in material

breach of any of its obligations pursuant to this Agreement, and such

nraterial breach is not rectified by DISCOM within sixty (60) days of
receipt of notice in this regard from the RPG to DISCOM, or if

. DISCOM becomes voluntarily or involuntarily the subject of any

bankruptcy or insolvency or wihding up proceedings and such
proceedings remain uncontested for a period of sixty (6O) days, or

. any winding up or bankruptcy or insolvency order is passed against

DISCOM, or

. DISCOM 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 DISCOM Event of Default, where such
dissolution or liquidation of DISCOM or DISCOM 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 DISCOM and expressly
assumes all obligations of DISCOM and is in a position to perform
them; or;
(iv) Occurrence of any other event which is specified in this Agreement to be a
rr:aterial breach or default of DISCOM.

13.3 Procedure for cases of RPG Duent of Default

13.3.1 Upon the occurrence and continuation of any RPG Event of Default
under Article 13.1, DISCOM shall have the right to deliver to the RPG,
with a copy to the representative of the lenders to the RPG with whom
the RPG has executed the Financing Agreements, a notice stating its
intention to terminate this Agreement (DISCOM Preliminary Default
Notice), which shall specify in reasonable detail, the circumstances
giving rise to the issue of such notice.
70
13.3.2 Following the issue of a DISCOM Preliminary Default Notice, the
Consultation Period of ninety (90) days or such longer period as
the Parties may agree, shall apply and it shall be the responsibility
of the Parties to discuss as to what steps shall be taken with a view
to mitigate the consequences of the relevant Event of Default
having regard to all the circumstances.

13.3.3 During the Consultation Period, the Parties shall 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 RPG Event of Default giving rise to the
Consultation Period shall have ceased to exist or shall have been
remedied, DISCOM may terminate this Agreement by giving a written
Termination Notice of sixty (60) days to the RPG.

13.3.5 Subject to the terms of this Agreement, upon occurrence of a RPG

Event of Default under this Agreement, the lenders in concurrence
with the DISCOM, may exercise their rights, if any, under Financing
Agreements, to seek substitution of the RPG by a selectee for the
residual period of the Agreement, for the purpose of securing the
payments of the total debt amount from the RPG and performing the
obligations of the RPG. However, in the event the lenders are unable
to substitute the defaulting RPG within the stipulated period,
DISCOM may terminate the PPA and may acquire the Project assets
for an amount equivalent to 9Oo/o of the debt due or less as mutually
agreed, failing which, the lenders may exercise their mortgage rights
and liquidate the Project assets.

Provided that any substitution under this Agreement can only be made with
the prior consent of DISCOM including the condition that the selectee meets
the eligibility requirements of Request for Selection (RfS) issued by DISCOM
and accepts the terms and conditions of this Agreement.

13.3.6 The lenders in concurrence with DISCOM, may seek to exercise right of
substitution under Article 13.3.5 by an amendment or novation of the
PPA in favor of the selectee. The RPG shall cooperate with DISCOM to
carry out such substitution and shall have the duty and obligation to
continue to operate the Power Project in accordance with this PPA till
such time as the substitution is finalized. In the event of Change in
Shareholding/Substitution of Promoters triggered by the Financial
Institutions leading to signing of fresh PPA with a new entity, an
amount of Rs. 1 Lakh per MW +l8o/o GST per transaction as
facilitation fee (non-refundable) shall be deposited by the RPG to
DISCOM.

13.3.7 In the event the lenders are unable to substitute the defaulting RPG
within the stipulated period, DISCOM may terminate the PPA and
may acquire the Project assets for an amount equivalent to 9Ooh of the
debt due, failing which, the lenders may exercise their mortgage
rights arrd liquidate the Project assets.
7L
73.4 )Procedure for ccses of DISCOM Eaent of Default

13.4.1 Upon the occurrence and continuation of any DISCOM Event of

Default specified in Article 13.2, the RPG shall have the right to
deliver to DISCOM, a RPG Preliminary Default Notice, which notice
shall specify in reasonable detail the circumstances giving rise to its
issue.

13.4.2Following the issue of a RPG Preliminary Default Notice, the

Consultation Period of ninety (90) days or such longer period as the
Parties may agree, shall apply and it shall be the responsibility of the
Parties to discuss as to what steps shall be taken with a view to mitigate
the consequences of the relevant Event of Default having regard to all
the circumstances.

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 two hundred ten (210) days following the expiry of the
Consultation Period and unless the Parties shall have otherwise agreed
to the contrary or DISCOM Event of Default giving rise to the
Consultation Period shall have ceased to exist or shall have been
remedied, DISCOM under intimation to RPG shall, subject to the prior
consent of the RPG, novate its part of the PPA to any third party,
including its Affiliates within the stipulated period. In the event the
aforesaid novation is not acceptable to the RPG, or if no offer of
novation is made by DISCOM within the stipulated period, then the
RPG may terminate the PPA and at its discretion require DISCOM to
either (i) takeover the Project assets by making a payment of the
termination compensation equivalent to the amount of the debt due
and 150% (one hundred and fifty per cent) of the adjusted equity or, (ii)
pay to the RPG, 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 RPG.

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
RPG.

13.5 Terminatlon due to Force Majeure

13.5.1 If the Force Majeure Event or its effects continue to be present beyond
a period as specified in Article 4.4.2, either Party shall have the right
to cause termination of the Agreement. In such an event this
Agreement shall terminate on the date of such Termination Notice
without any further liability to either Party from the date of such
termination.

72
 ARTICLE 14: LIABILITY AND INDEMNIT.ICATION

14.1 Indemnitg
14'1.1 The RPG shall indemnify, defend, and hold DISCOM harmless against:

a) all third-party claims against DISCOM for any loss of or damage to

property of such third party, or death or injury to such third party, arlsing
out of a breach by the RPG of any of its obligations under this Agreement;
and

b) all losses, damages, costs, and expenses including legal costs, fines,
penalties, and interest suffered or incurred by DISCOM from third party
claims arising by reason of a breach by the ripc of any of its obligalionl
under this Agreement, (provided that this Article 14 shali not apply to such
breaches by the RPG, for which specific remedies have been provided for
under this Agreement).

14.1.2 DISCOM shall indemnify, defend, and hold the RPG harmless against:

a) all third-party claims against the RpG, 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 DISCOM of any of their obligations under thi;
Agreement; and

b) all losses, damages, costs and expenses including legal costs, fines,
penalties and interest ('Indemnifiable Losses') actually sufiered or incurred
by the RPG from third party claims arising by reason of a breach by
DISCOM of any of its obligations.

L4.2 Procedure for claiming Indemnity

14.2.7 Third party claim"s

a. Where the Indemnified Party is entitled to indemnification from the

Indemnifying Party pursuant to Article 14.1.7 (a) or 14.1.2(al, the Indemnified
Party shall promptly notify the Indemnifying Party of such claim referred to in
Article 14.1.1(a) or A.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 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 accord.ance
with Article 16.3.2; 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 liabie to pay the claim amount to the
Indemnified Party or to the third party promptly following the resolution of
the Dispute if such Dispute is not settled in favor of the Indemnified party.

73
b. The Indemnified Party may contest the claim by referring to the
Arbitrator for which it is entitled to be Indemnified under Article 14.I.l (a) or
14.1.12(a) and the Indemnifying Party shall reimburse to the Indemnified party
all reetsonable costs and expenses incurred by the Indemnified party. Howevei,
such lndemnified 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.

An InLdemnifying Party ffioy, at its own expense, assume control of the

Defence of any proceedings brought against the Indemnified Party if it
ackncwledges its obligation to indemnify such Indemnified Party, gives such
Indemnified Party prompt notice of its intention to assume control of the
defence, and employs an independent legal counsel at its own cost that is
reasonably satisfactory to the Indemnified Party.

14.3 Ind.emnifi.able Losses

14.3.I Where an Indemnified Party is entitled to Indemnifiable Losses from

the Indemnifying Party pursuant to Article t4.1.1(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 74.3, such event shall
constitute a payment default under Article 13.

14.4 Limltation on Liabilitg

14.4.1 Except as expressly provided in this Agreement, neither the RPG 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
DISCOM , the RPG or others), strict liability, contract, breach of
statutory drty, operation of law or otherwise.

14.4.2 DISCOM shall have no recourse against any officer, director, or

shareholder of the RPG or any Affiliate of the RPG or any of its officers,
directors or shareholders for such claims excluded under this Article.
The RPG shall have no recourse against any officer, director, or
shareholder of DISCOM, or any affiliate of DISCOM or any of its
officers, directors or shareholders for such claims excluded under this
Article.
74
 14.5 lhttg to Mitlgate
14.5.1 The Parties shall endeavor to take all reasonable steps so as
mitigate any loss or damage which has occurred under this Artici e 14.

ARTICLE 15: ASSIGNMENTS AND CHARGES

15.1 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, except to the Project Lendeis or Lender,s
Representative as security for their debt under the Financing Agreements,
other than by mutual consent between the Parties to be evideniedln writing.
Such assignment shall be agreed to by DISCOM subject to the compliance 6f
provisions contained in this Agreement and more specifically to the
provisions of Article 4.1.1 of this Agreement. In no case, such assignment
shall be permissible prior to the declaration of COD.

Provided that, DISCOM shall permit assignment of any of RpG,s rights and
obligations under this Agreement in favor of the lenders io the RpG, if required
under the Financing Agreements. Provided that, such consent shall not be
withheld if DISCOM seeks to transfer to any transferee all its rights and
obligations under this Agreement.

The enforcement of the rights and obligation between the RpG and the
DISCOM provided in this Agreement shall not be treated as an assignment
but an enforcement of the terms agreed 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. An amount of Rs. 1 Lakh per Transaction as Facilitation Fee (non-
refundable) shall be deposited by the RPG to DISCOM. Provided further that,
such consent shall not be withheld by the RPG if DISCOM seeks to transfer to
any afliliate all its rights and obligations under this Agreement.

In the event of Change in Shareholding/Substitution of Promoters

triggered by the Financial Institutions leading to signing of fresh ppA
with a New Entity, an amount of Rs. 1 Lakh per Transaction as
Facilitation Fee (non-refundable) shall be deposited by the RpG to
DISCOM.

15.2 Permitted. Charges

15.2.1 RPG shall not create or permit to subsist any encumbrance over all
or any of its rights and benefits under this Agreement, other than
as set forth in Article 15.1 and the Guidelines.

75
ARTICLE 15: GOVERNING LAIII AND DISPUTE RESOLUTION

16.1 Gouernlng Laut

16.1.1 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 under this Agreement shall be under
the iurisdiction of aooronriate courts in

76.2 Amlcable Settlement and Dlspute Resolution

16.2. L Amlcable Settlement

i. EiLther 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 (3O) days of issue of Dispute Notice
issued under Article

Lt;.2.1(i), furnish:

(a) counter-claim and defence, if any, regarding the Dispute; and

(t,) all written material in support of its defences and counterclaim.

iii. Within thirty (30) days of issue of Dispute Notice by any Party pursuant to
Article 16

(i) if the other Party does not furnish any counter claim or defence
under Article 16

(ii) 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 L6.2.L.

(iii) the Dispute shall be referred for dispute resolution in accordance

with Article i6.3.

16.3 Dispute Resolution

76
 16.3.1 Dispute Resolution by the Appropriate Commlssion

i) Where any Dispute or differences arises in relation to this agreement of

any nature whatsoever including the construction, interpretation or
implementation of the provisions of this agreement as well as 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, and relates to any matter
agreed to be referred to the Appropriate Commission, shall be submitted
to adjudication by the Appropriate Commission. Appeal against the
decisions of the Appropriate Commission shall be made only as per the
provisions of the Electricity Act, 2003, as amended from time to time.

ii) DISCOM shall be entitled to co-opt the lenders (if any) as a supporting
party in such proceedings before the Appropriate Commission.

16.3.2 Dispute Resolution through Arbitration

i) If the Dispute arising as per Article 16.2.1 is not amicably resolved &
such dispute is not covered in Articie 16.3.1(i), such Dispute shall be
resolved by arbitration under the provisions of the Electricity Act, 20O3
(as amended from time to time) as under: Proceedings as well as
appointment of the arbitrator(s) shall be carried out by the Appropriate
Ctmmissions under the Electricity Act 2OO3 as amended from time to
time. As stipulated by the said Electricity Act 2003, the said arbitration
will take place as per the provisions of the Arbitration and Conciliation
Act 1996 as amended from time to time.

ii) ii) The place of arbitration shali be the (City where head quarter
of DISCOM is located). 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.

iu) The provisions of this Article shall survive the termination of this PPA for
any reason whatsoever.

v) The award shall be of majority decision.

vi) DISCOM shall be entitled to co-opt the lenders (if any) as a supporting
party in such arbitration proceedings'

16.4 Parties to Perform Obligations

t6.4.1 Notwithstanding the existence of any Dispute and difference

referred to the Appropriate Commission and save as the
Appropriate commission may otherwise direct by a final or
interim order, the Parties hereto shall continue to perform their
77
 respective obligations (which are not in dispute) under this
Agreement.

ART'ICLE 17: MISCELLANEOUS PROVISIONS

17.7 Amendment
17 'l' 1 This Agreement may onlybe amended or supplemented by a written
agreement between the parties.

17.2 Thtrd, partg Benejiclaries

17 '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 drty, standard oicare or any liability to,
any person not a party to this Agreement.
17.3 Walaer

77.3.1 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.

17.3"2 Neither the failure by either Party to insist on any occasion upon the
performance of the terms, cohditions, and provisions of this
Agreement nor time or other indulgence granted by orre 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 ful force and
effect.

17.4 Confl.dentialttg

17.4.I The Parties undertake to hold in confidence this Agreement and not to
disclose the terms and conditions of the transaction contemptated
hereby to third parties, except:

a) to their professional advisors.

b) to their officers, contractors, employees, agents or representatives,

financiers, who need to have access to such information for the
proper performance of their activities; or

c) disclosures required under Law, without the prior written consent

of the other Party.

17.5 Seaerabllitg

78
17.5.1 The invalidity or unenforceability, for any reason, of any part of this
Agreement shall not prejudice or affect the validiry or enforceability
of the remainder of this Agreement, unless the part held invalid or
unenforceable is fundamental to this Agreement.

17.6 lVotices

L7.6.1A11 notices or other communications which are required to be given

under this Agreement shall be in writing and in the English
language.

17.6.2 If to the RPG, all notices or other communications which are required
must be delivered
personally, or by registered post or facsimile or any other method duly
acknowledged to the addresses below:
Address:
Attention:
Email:
Fax. No.:
Telephone No.:

17.6.3 If to DISCOM, 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:
Attention:
Email:
Fax. No.:
Telephone No.:

17.6.4 AII 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 postat authorities.

17.6.5 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.

17.7 Language

79
17.7.1 A11 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.

17.7.2 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.

77.8 Restrlction of Shareholders / Outners' Liabilitg

17.8.1 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 shareholder/ s of each Party to
this Agreement, shall be restricted to the extent provided in the Indian
Companies Act, 2073.

77.9 Taxes and Duties

17 .g.1 The RPG shall bear and promptly pay all statutory taxes, duties,
levies, and cess, assessed/ levied on the RPG, contractors or their
employees that are required to be paid by the RPG as per the Law in
relation to the execution of the Agreement and for supplying power
as per the terms of this Agreement.

77.9.2 DISCOM shall be indemnified and held harmless by the RPG against
any claims that may be made against DISCOM in relation to the
matters set out in Article 17 .9.L
17 .9.3 DISCOM shall not be liable for any payment of, taxes, duties,
levies, cess whatsoever for discharging any obligation of the RPG
by DISCOM on behalf of RPG.

17 . lO .tndependent Entitg

77.1O.1 The RPG shall be an independent entity performing its

obligations pursuant to the Agreement.
17.1O.2 Subject to the provisions of the Agreement, the RPG shall be solely
responsible because its obligations under this Agreement are to be
performed. All employees and representatives of the RPG or
contractors engaged by the RPG in conneclion with the performance
of the Agreement shall be under the complete control of the RPG and
shall not be deemed to be employees, representatives, contractors of
DISCOM and nothing contained in the Agreement or in any agreement
or contract awarded by the RPG shall be construed to create any
80
 contractual. relationship between any such employees,
representatives, or contractors and DISCOM.

17.ll Compliance with Law

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,
20o3, or
any' rules and regulations made there under, 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.

17.I3 Breach of Obligations

The Parties acknowledge that a breach of any of the obligations contained

herein rvould result in injuries. The Parties further acknowledge that
the
amount of the liquidated damages or the method of calculating the liquidated
damages specified in this Agreement is a genuine and reasonable pre-estimate
of the damages that may be suffered by the non-defaulting party in each case
specified under this Agreement.

IN WITNESS WHEREOF the Parties have caused the Agreement to be

executed through their duly auth orized, representatives as of the date and
place set forth above.

For and on behalf of (DISCOM) For and on behalf of (SPG)

Name, Designation and Address Name, Designation and Address
Signature with Seal Signature with Seal

Witness: Witness:
1
1

2 2

81
 Annexure VI
Documents for walk -ln tions
Sr Description Parameters as per terms and Status of
No condition of Document submission
1 Date &TIqe of
Application
2 Application Application form for setting up of
.o<\A Solar Power Plant under PM KUSUM
Scheme (Component-A) to be
submitted (Form-A)
3 Land Certificat{om Tehsildar
>
Documents
Related
to Proof of Land Ownership to be
submitted (Annexure-Ill)
Copy of Farad/ Registration
document of land in name of
applicant to be submitted
Land lease agreement to be
submitted
Non-Encumbrance certificate
4 NetKrth Developer should have minimum Net
(Applicable in Worth of RN Crore per MW for the
case of financial year ended on
developer) 31.O3.2023 (Duly Certified from
Chartered Accountant as per
attached format as Annexure-IV)
5 Aadhaqr card Copy of Aadhaar card to be
submitted
6 PANcard Copy of PAN card to be submitted
7 Tender fee Rs SOOO/MW+ GST in form of DD
8 EMD EMD (Earnest Money Deposit) of
Rs. 1 Lakh/MW in the form of
Bank Guarantee.
9 Registratroq Registratiq documents and

83
 documerrts resolution of Gram panchayat or
O r ganization' s re solution or

Association Committee to be
submitted (Applicable for Group of
farmers, Co-op society, FPO,
Developer)
10 Proof-of savings Proof of sufficient funds for setting up
of the solar power plant. (i.e
Considering 4 Crores per MW to be
the cost for installation of the Solar
Power Plant, the applicant has to
show details of funds in the form of
proof of savings or arrangement
through banks/ financial institutions
of at least 30% of the cost of the
capacity applied
11 Cerdficate of The developer/ individual should not
bhckl)st\rng have been blacklisted by any State
Central Government Public sector
undertakings-private Sector as on the
date of submission of application
(self-declaration letter by Authorized
Signatory with name & seal required).
t2 Proposed \ Proposed Capacity of Solar Power
Capacity Generator (SPG) to be submitted.
13 Name of nearest Name of nearest 331 11 kV, 661 1l
331 t kV Substation with distance to be
kv, 66111 kv \ submitted
Substation
T4 Declaration Declaration by applicant to be
submitted

84
 c h-g
llNNEXvpE
Comparison of EoI floated on O4.O7.2O22 and, proposed amendment in
-fr-
New EoI for PM Kusum A

Sr No Reference clause EoI dated Amended Provisions

o4.o7.2022
1. 3. 1.5 The applicant must In case the SPG intenCs
also submit the non- to take land on lease from
encumbrance the farmer, it shall be
certificate of the land obligated to submit an
issued by the Dept. of "Agreement to Lease"
Revenue, Haryana along with the
along with the application. The
application form and Agreement to Lease shall
submit the copy of clearly mention all the
Aadhaar card, PAN details of the land
card with the (ownership, area,
application. location, lease price etc.)
The applicant also must
submit the non-
encumbrance certificate
of the owned or leased
land issued by the Dept.
of Revenue, Haryana
along with the application
form and submit the copy
of Aadhaar card, PAN
card with the application.

2. 15.6 In case the SPG In case the SPG utilizes

utilizes grid power for grid power for its
its consumption, consumption, tariff
tariff category shall category as per Hon'ble
be applicable as per HERC prevailing
Hon'ble HERC Regulations and Tariff

85
 prevailing Orders will be applied
Regulations/Orders

3.
L
8.1 Applicants Applicants desirous for
desirous
for setting up solar setting up solar power
power plant under plant under the scheme
the scheme will will submit Earnest
submit Earnest Money Deposit (EMD) of
Money Deposit (EMD) Rs. 1 lakh/MW in form of
of Rs. 1 lakh/MW in Bank Guarantee along
form ofBank with EoI. The EMD of Rs.
Guarantee along with 1 lakh/ MW will be
EoI. The EMD of Rs. converted into
1 lakh/MW will be Performance Bank
converted into Guarantee (PBG) for the j

Performance Bank successful bidder, who

I

Guarantee (PBG) for has signed PPA within the j

the successful bidder, stipulated time period r

who has signed PPA of 2 months from aata of j

within the stipulated issue of LoA. I

time period.

4. 8.2 The PBGs shall have The PBGs shall have

validity for a period of validity for a period of 12
12 months from the months from the date of
date of issuance of issuance of LoA. In case
LoA. of expiry, the bidders
shall be responsible to
extend the date of PBG, ,

failing to which will lead

to BG encashment by
Nigam and the contract
shall be terminated with
approval of WTDs of
Nigam by giving notice of

86
 5 days

5. 8.5 In case farmer / SPG In case farmer / SPG

submits the PBG but submits the PBG but fails
fails to execute the to execute the PPA within
PPA within the the stipulated period of 2
stipulated period, the months from date of issue
EMD shall be of LoA, the EMD shall be
forfeited / en-cashed forfeited / en-cashed by
by DHBVN as penalty DHBVN as penalty

6. Power Purchase Right to Contracted 4.3 Right to

Agreement Capacity & Energy Contracted Capacitg &
Energg
4.3.1 DISCOM, in any
Contract . Year shall
not be obliged to 4.3.1 DISCOM, in any
purchase any Contract Year shall not be
additional energr obliged to purchase any
from the RPG beyond additional energr from the
the contract capacity. RPG beyond the contract
capacity. If for any
Contract Year except for
the first year of operation,
it is found that the RPG
has not been able to
generate minimum ener5/
of Million kwh (MU) till
the end of 1O years frcm
the COD and
.... Million kwh
(MU) for the rest of the
Term of the Agreement,
on account of reasons
87
 solely attributable to the
RPG, the non-compliance
by RPG shall make the
RPG liable to pay the
compensation. For the
first year of operation, the
above limits shall be
considered on pro-rata
basis. The lower limit will,
however, be relaxable by
DISCOM to the extent of
grid non-availability for
evacuation 'rvhich is
beyond the control of the
RPG. This compensation
shall be applied to the
amount of shortfall in
generation during the
Contract Year. The
amount of such penalty
shall be as determined by
the Appropriate
Commission, and such
penalty shall ensure that
the DISCOM is offset for
all potential costs
associated with low
generation and supply of
power under the PPA.
However, the minimum
compensation payable to
DISCOM by the RPG shall
be 25o/o (twenty-five
percent) of the cost of this
shortfall in energr terms,
 calculated at PPA tariff.
This compensation shall
not be applicable in
events of Force Majeure
identified under PPA.

7. Model Lease PERIOD OF THE PERIOD OF THE LEASE

agreement LEASE

The period of this Lease

The period of this shall be for TwenQr-seven
Lease shall be for (271 years from this day
Twenty-five (25) years which may be renewed at
from this day which the option of the Lessee
may be renewed at and Lessor for further
the option of the period, on such mutually
Lessee and Lessor for agreeable terms as may
further period, on be agreed at the time of
such mutually renewal, by both the
agreeable terms as parties, by executing and
may be agreed at the registering separate Lease
time of renewal, by Agreement
both the parties, by
executing and
registering separate
Lease Agreement

Newly added clause

8. 3.1.7 The Nigam reserves right to ask for any additional

documents from the bidders if required.

9. Notice If the selected bidder fails to execute requisite

steps after evaluation of bids, a final notice of 5

89
 working days shali be issued and furtfrer ttreir
LoA will be cancelled

10, LoA SE/Commercial, DHBVN shall be the slg"mg and

signing/termination termination authority of LoA.
authority

11. Non acceptance of In case, the bidder refuses to@

LoA week from LoA issuance date, Nigam will forfeit /
en-cash as penalty.

12. Financial a. The applicant must submit the proof of

Eligibility: suflicient funds for setting up of the solar power
plant. Considering 4 Crores per MW to be the cost
for installation of the Solar power plant, the
applicant will have to show details of
proportionate funds for at least 3O%o of the cost of
the capacity applied. Details may be in the form of
proof of savings or arrangement through
banks/financial institutions. ]

b. Limited Liability Companies (LLC) shall be

eligible. Further, if such Limited Liability
Companies are selected as successful Bidders,
they will have to register as a Company under the
Indian Companies Act, 1956 or Companies Act,
2013, as applicable, before signing of ppA,
keeping the original shareholding of LLC
unchanged. In such cases, it will also be
mandatory on the part of such Limited Labiatity
Companies to either demonstrate or infuse the
capital in form of his own equity in line with the
requirement. In case LLC fails to incorporate as
an Indian company before signing of PPA or

90
 unable to demonstrate/ infusion of capital in
form of his own equity into the Compa:ry
registered in India or not able to sign ppA with
HPPC, EMD of such applicant shall be forfeited.

Note: Limited Liability Companies (LLC)

shall be eligible only for those LLCs which
are formed by companies.
1. In case the applicant is an Individual or
Propriety Concern, the applicant shall
submit the documents such as permanent
Account Number (PAN) issued by Income
Tax Department of India and Statutory
License or Registration or GST Registration
or Certificate of Registration under Shop &
Establishment Act as applicable.
2.'In case the applicant is registered
partnership firm, the applicant shail
submit the documents such as registered
partnership Deed and Statutory License
/GST
Registration/Certificate of Registration
under Shop & Establishment Actl
Permanent Account Number (PAN) issued
by Income Tax Department of India.
3. Limited Liability Partnership (LLps) are
not eligible for participation.

13. Jurisdiction of court Hisar court shall have exclusive jurisdiction to

decide any dispute arising out of or in respect of
the contract.

91,
14. Form A Declaration by Applicant:
1. I understand and agree to sell the power to
HPPC at the predetermined tariff of Rs.
3.1li kwh if the aggregate capacity of Spp
applied by different applicants is less than
or equal to the notified available power
capacity of the sub-station.
2. Further, I understand and agree that in
case the aggregate capacity of Spp applied
by different applicants is more than the
notified capacity for the substation then e-
reverse competitive bidding shall be
conducted with pre-fixed levelized tariff of
Rs. 3.11/- as the ceiling tariff for selection
of the SPGs. I shall participate in this e-
reverse bidding process and if successful,
then I shall install the plant and sell the
power to HPPC at the net levelized tartff
fixed for the plant as quoted by me in the e-
reverse bidding process.
3. I I We have read the scheme documents
and PPA thoroughly and agree with all the
Terms & Conditions specified therein. I I
We hereby certify that the particulars given
above are true and correct to the best of my
f our knowledge & belief and nothing has
been concealed therein.

92
 Table of documents to be submitted

Sr Description Parameters as per terms and Status of

No condition of EOI submission
1 Application Application form for setting up of
Solar Power Plant under pM KUSUM
Scheme (Component-A) to be
submitted (Form-A)

Land Requirement for setting up of

Solar Power Plant shall be 4 acres per
MW

Certificate from Patwari Related to

Proof of Land Ownership to be
Land submitted (Annexure-lll)
2 Requirements
Copy of Farad/Registration document
of land in name of applicant to be
submitted

Land lease agreement in case of

Developer to be submitted

3 Net Worth Developer should have minimum Net

Worth of Rs. 1 Crore per MW for the
financial year ended on31.Og.2O23
(Duiy Certified from Chartered
Accountant as per attached format as
Annexure-IV)

4 Aadhaar card Copy of Aadhaar card to be submitted

5 PAN card Copy of PAN card to be submitted

6 EMD EMD (Earnest Money Deposit) of Rs.

1 Lakh/MW in the form of Bank
Guarantee.

93
Sr Description Parameters as per terms and Status of
No condition of EOI submission
7 Registration Registration documents and
documents resolution of Gram panchayat or
Organrzation's resolution or
Association Committee to be
submitted

8 Proof of savings Proof of sufficient funds for setting up

of the solar power plant. (i.e
Considering 4 Crores per MW to be
the cost for installation of the Solar
Power Plant, the applicant have to
show details of funds in the form of
proof of savings or arrangement
through banks/financial institutions
of at least 3Oo/o of the cost of the
capacity applied.

Developer setting up the solar power

plant will be entitled as Solar Power
Generator (SPG) under the Scheme.
Developer desires to set up the solar
power plant on the leased land shall

Setting up the meet one for the following eligibility

Solar criteria: It should be:-
power plant on i. A Company registered under the
9 the
Indian Companies Act. 1956 or
leased land by Companies Act. 2Ol3 amended from
,Ceveloper time to time.

ii)Consortium having one member is

as Lead Member (having 57% of
shareholding), shall get it registered
under the Companies Act, after
getting selected as SPG under
94
 Sr Description Parameters as per terms and Status of
I
No condition of EOI submlssion
Scheme.

Iii) Limited Liability Company.

iv) Partnership Company

v)Registered Proprietorship Company

10 Certificate of The developer should not have been

blacklisting blacklisted by any State Central
Government Public sector
Undertakings-private Sector as on
the date of submission of appiication
(self-declaration letter by Authorized
Signatory with name & seal required).

11 Proposed Proposed Capacity of Solar Power

Capacity Generator (SPG) to be submitted.

12 Name of nearest Name of nearest 33111 kV, 66/11 KV

33ltt Substation with distance to be
submitted
kv, 66111 kV
Substation

13 Declaration Declaration by applicant to be

submitted

95