solar ppa bihar

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POWER PURCHASE AGREMENT BETWEEN M/S______________________________ AND BIHAR STATE ELECTRICITY BOARD THIS DEED OF AGREEMENT is made this __________ day of __________ 2011(hereinafter called the effective date) by and between M/S __________________, a company formed & incorporated in India under __________________ (hereinafter called the Company) which expression shall unless repugnant to the context or meaning thereof include its successors and assigns as party of the first part and the BIHAR STATE ELECTRICITY BOARD (hereinafter called the BSEB) which expression shall unless repugnant to the context or meaning thereof include its successors and assigns as part of the second part. Each of BSEB and the Company shall be referred to herein as a ‘Party” and collectively as “Parties”. WHEREAS, the Company proposes to design, construct, own, operate & maintain a ____ MW Solar (PV or Thermal) based Independent Power Project at Village ____ Block____ Tehsil____ & Distt. _______ in the state of Bihar with an aggregate capacity of ___MW. WHEREAS, the Company has offered to supply power………MU per annum to BSEB at Delivery Point from the date of commissioning of the Solar PV / Solar Thermal unit / plant at the rate determined by BERC as per Clause 1.1.1 and SPO as per Clause 1.1.2 of the PPA. WHEREAS, BSEB agrees to procure electric energy generated in the Company’s Solar Power Generation plant and for purchase all such energy offered by the Company for sale, upon the terms & conditions set forth therein. DEFINITIONS: For all purposes of this Agreement, the following words and expressions shall have the respective meanings set forth below: “Agreement” shall mean this Power Purchase Agreement executed hereof, including the schedules hereto, amendments, modifications and supplements made in writing by the mutual consent of parties from time to time.

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“Appropriate Government” shall mean Govt. of Bihar or Central Government. “Auxiliary Consumption” shall be as defined in Clause 32 (1) of the BERC (Terms and Conditions for Tariff determination from Solar Energy Sources) Regulation, 2010 issued vide Gazette Notification dated 04.08.2010 or as amended time to time. “BSEB” Bihar State Electricty Board or Distribution Licensee “Billing Period” means the calendar month ending with the Metering Date. The first Billing Period shall commence with the Commercial Operation Date and end with the Metering Date of the succeeding month. “Business Day” means any day which is not a bank holiday or public holiday in Bihar. “Company or Developer” shall mean owner of the Solar Generation Plant established in the State from which the seller shall supply contracted power to BSEB / Distribution Licensee(s). “Commercial Operation Date” with respect of each Unit of the Project shall mean the date on which such Unit is made available for commercial operation and such date as specified in a written notice given at least 10 days in advance by the Company to BSEB. “Commission” means Bihar Electricity Regulatory Commission (BERC). “CERC” means Central Electricity Regulatory Commission. “Delivery Point” shall be 33 / 11 KV Power S/s or 132 / 33 KV Grid System of BSEB. “Delivered Energy” means the kilowatt Hours of electricity actually fed into the Grid system and measured by energy meters at Delivery Point in a billing period. “Due Date of payment” in respect of a Tariff invoice means the date, which shall be 30th day from the date of receipt of such invoices by the designated official of BSEB. “Effective Date” means the date of signing this PPA. “Electricity” shall mean the electrical energy in kilowatt hours. “Electricity Laws” shall mean Electricity Act 2003 and the relevant rules, notification, and amendments issued there under. “Emergency” means a condition or situation affecting either BSEBs electrical system or the Grid System, including without limitation, frequency variations beyond the Technical Limits, which threatens the safe and reliable operation of such system or which is likely to result in disruption of safe, adequate and continuous electric supply by BSEB or the Grid System or could endanger life or property. “Force Majeure Event” shall have the meaning set forth in Article 16.

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“GOB” means the Government of Bihar. “Grid System” means State power transmission (132/33 KV) / Distribution system (33/11KV) through which Delivered Energy is evacuated and distributed. “BREDA” means Bihar Renewable Energy Development Agency. “Installed Capacity” means the capacity of the Project at the generating terminal(s) guaranteed by the company. “KV” means kilo Volt. “kWH” means Kilowatt-hour. “JNNSM” Jawaharlal Nehru National Solar Mission “Law” means any valid act, law, legislation, statute, rule, regulation, notification, directive, order, policy, by-law, administrative guideline, ruling, treaty or any interpretation thereof enacted, issued, promulgated by the Governmental Instrumentality. “Letter of Credit” shall mean the irrevocable letter of credit established by a Nationalized / scheduled bank in favour of the Company. “Metering Date” for a Billing Period, means 12’00 Hrs of the first day of the calendar month. “Metering Point” for purposes of recording of Delivered Energy will be the Delivery Point and shall include two separate sets of Export-Import type Special Energy Meters (SEM) as defined in Clause 8.0.0 of the Agreement. These meters shall be installed and sealed in the presence of BSEB’s & Company’s representative. “Monthly Energy Charge” means the charges payable by BSEB for the energy delivered at the metering point for the billing period at applicable tariff as approved by BERC time to time. “MW” means Megawatts. “MNRE” Ministry of New and Renewable Energy Sources “Policy” “Bihar Policy for promotion of New and Renewable Energy Sources-2011” or as amended time to time by Government of Bihar. “PSS” Power Substation (33/11 KV system) “SLDC” means State Load Despatch Centre” of BSEB.

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“Scheduled Date of Completion” shall mean the date on which the last Unit of the Project is scheduled to deliver Electricity to BSEB at the Delivery Point after completion of all the required test. “STU” means State Transmission Utility which is BSEB. “SIPB” State Investment promotion Board, Govt. of Bihar “Tariff” means the rate payable by BSEB for every kWh of delivered energy at the metering point at BERC approved tariff. “Tariff Invoice” means the amount claimed by the company for the energy delivered during the Billing period at the applicable tariff approved by BERC. “Unit” means one set of hydro turbine-generator and auxiliary equipment and facilities forming part of the Project. “Voltage of Delivery” means the voltage at which the electricity generated by the project will be delivered to BSEB at Delivery point. INTERPRETATION : In this agreement, unless the context otherwise requires (i) the singular shall include plural and vice versa (ii) a reference to any party includes that party’s successors and permitted assigns. NOW, THEREFORE , in consideration of premises and mutual covenants and conditions set forth herein, it is hereby agreed by and between the parties hereto as follows: 1.0.0 ENERGY PURCHASE AND SALE: 1.1.0 Sale of Energy by Company: BSEB shall purchase and accept all energy contracted as per para 1.1.2 of the

PPA with the developer which is made available at the Delivery point of BSEB from the Company’s facility, pursuant to the terms and conditions of this agreement. The purchase of power by BSEB / distribution Licensee (s) from Solar Generation Plant (Solar PV / Solar Thermal) established in the state of Bihar will be at the Generic Levellized tariff and other terms and conditions for Solar PV and Rooftop Solar PV and Solar Thermal project(s) determined by BERC vide order dated 29th May 2012 passed in Petition no. 12/2012 for the project which are commissioned during the Control period i.e. up to 31st March 2015 and for which PPA is signed up to 31.03.2013.

In case Central Government or State Government specifically provides for any incentive, the same shall be factored in the tariff for power generated from such projects, which qualify for availing the incentive declared by the Central Government or the State Government from time to time.

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Further, the provisions of the “Bihar Policy for Promotion of New and Renewable

Energy Sources 2011” issued vide memo no. 2845 dated 24.06.2011 by the Energy Department, Govt. of Bihar or as amended time to time by Govt. of Bihar will prevail before and after signing of the PPA by BSEB with Project developer.

1.1.2 Solar Power Purchase Obligation: As per provision of Clause 10 of the order dated 29th May 2012 passed in Petition

no. 12 of 2012 by BERC, 0.25 % of the consumption in the year 2012-13 shall be increased at the rate 0.25 % every year thereafter till 2019-20 and at a rate 0.5 % in 2020-21 as well as in 2021-22. However, Solar Purchase Obligation (SPO) determined by the Commission for FY 2010-11 and FY 2011-12 and not met by the petitioner BSEB shall be carried forward and shall be achieved in the current year and subsequent year.

The solar power purchase obligation by BSEB / Distribution Utility (s) after the

period 2022 will be as decided by BERC / Govt. of Bihar / CERC / Central Government

1.1.3 Grid Interfacing and Evacuation Arrangements:

(a) As per the provision of Clause 4.2.1 “Bihar Policy for promotion of New and Renewable Energy Sources-2011”, the Project Developer shall necessarily offer to supply to Bihar State Electricity Board (BSEB)/Distributon Licensee a minimum of 25 % of power generated from the respective New and Renewable Energy Project, except for captive projects. However, the acceptance of such offer for supply of power shall be at the sole discretion of BSEB/Distribution Licensee.

(b) The Grid Interfacing and Evacuation Arrangement shall be done as per

provision of Clause 4.2.2 & 4.2.3 of the “Bihar Policy for promotion of New and Renewable Energy Sources-2011” notified by Govt. of Bihar vide Resolution no. Pra 02/BREDA Apra Niti-11/08/2845 dated 24.06.2011 or amendment in the policy made by the State Government time to time shall also prevail for the project before and after signing of PPA.

(c) Sale and Wheeling of power from the solar generation plant shall be as

per provision of Clause 4.3 of “Bihar Policy for promotion of New and Renewable Energy Sources-2011”.

(d) The generation project shall be located in the close proximity of existing

/ upcoming PSS (33 /11 KV) & Grid S/s (132/33 KV). The evacuation of power from the project shall be on 11 KV, 33 KV or 132 KV depending upon the quantum of power to be supplied.

(i) Less than 3 MW: at 11 KV (ii) 3 MW and above Up to 10 MW: at 33 KV (at PSS/GSS) (iii) More than 10 MW and Up to 15 MW: at 33 KV (at Grid S/s)

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(iv) Above 15 MW: at 132 KV 1.1.4 The Company shall also generate matching MVArh corresponding to 0.80 PF &

above, so that there is no adverse effect on BSEB system. Monthly average PF shall be computed from ratio of kWh to kVArh injected into BSEB system during the month.

1.1.5 As per provision of Clause 4.4 of the above “Bihar Policy for promotion of New

and Renewable Energy Sources-2011” Solar PV / Solar Thermal generating plants shall be required to adhere to the time schedule provided as per the policy under Project Monitoring.

1.1.6 The Solar Project Developers (SPD) will be required to submit copy of the audited

annual accounts along with tax audit report supplemented with calculation of Depreciation and a copy of Income Tax return for the first five (5) years from Commercial Operation Date (CoD) of the 1st Unit of Solar Power Project. If at any stage after CoD it is found that in place of Rate of Depreciation as considered by BERC in the determination of levellised tariff vide order dated 29th May 2012 passed in Petition no. 12 of 2012, the Solar Power Project Developer is claiming Accelerated rate of Depreciation as per the Income Tax Act 1961, the applicable Tariff of the Solar Power Project (Solar PV / Solar Thermal) shall stand changed to BERC tariff for Accelerated Rate of Depreciation from the CoD with applicable discount as decided by BERC vide order dated 29th May 2012 passed in Petition no. 12 of 2012 for Solar PV / Solar Thermal Power Projects.

1.2. Open Access: 1.2.1 The sale of power under open access within or outside the state from the Solar

Power Generating sources will be in accordance with the provisions of BERC (Terms and Conditions for Open Access) Regulation, 2006 for use of the Intra State transmission, distribution system or associated facilities as amended time to time and CERC (Open Access in Inter State Transmission) (Amendment) Regulation, 2008 or as amended time to time.

1.3.1 Incentives / applicability:

All Solar PV / Thermal generation projects are eligible for incentive as per

provision of Clause 5.0 of the “Bihar Policy for promotion of New and

Renewable Energy Sources-2011” or as amended time to time.

1.4 Despatch Principles:

1.4.1 All Solar Energy based power plants shall be treated as “Must Run” power plants

and shall not be subjected to “merit order dispatch” as per provision of Clause 11

of BERC (Terms and Conditions for Tariff determination from Solar Energy

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Sources) Regulation, 2010 notified in Bihar Gazette on 04.08.2010 or as amended

time to time by BERC.

1.5 Clean Development Management (CDM) Benefits:

1.5.1 The proceeds of carbon credit from approved CDM project shall be shared

between generating company and concerned beneficiary (ies) in the manner as

specified in Clause 21 (1) (a) (b) of BERC (Terms and Conditions for Tariff

determination from Solar Energy Sources) Regulation, 2010 notified in Bihar

Gazette on 04.08.2010 or as amended time to time by BERC.

1.6 Bank Performance Guarantee:

The Project Developer shall provide to BSEB Bank Performance Guarantee of Rs.

50, 00,000 /- (Rupees fifty lakhs) per MW from scheduled bank notified by RBI

at the time of signing of the PPA. The Bank Performance Guarantee shall remain

valid up to 30th June 2015 from the date of signing of the PPA for Solar PV /

Solar Thermal Power Projects by BSEB with solar power project developers. The

Performance Bank Guarantee furnished under this Agreement shall be for

guaranteering the commencement of supply of power up to the Contracted

Capacity within the time specified in this Agreement as per format provided by

BSEB/Distribution Licensee.

1.7 Minimum equity to be held by the Promoter:

The Company developing the project shall provide the information about the

Promoters and their shareholding in the company to BSEB indicating the

controlling shareholding before signing of PPA with BSEB.

After execution of PPA, the controlling shareholding (controlling shareholding

shall mean at least 26 % of the voting rights) in the company developing the

project shall be maintained up to a period of one (1) year after commencement of

supply of power. Thereafter, any change can be undertaken under intimation to

BSEB.

1.8 Financial Closure Projects (for Solar PV & Solar Thermal Generation

Projects):

1.8.1 The project shall achieve the activity milestone within the time period as defined

under Clause 4.4.1 “Bihar Policy for promotion of New and Renewable Energy

Sources-2011” or as amended time to time. SIPB may extend the time schedule

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for commissioning and provide new time schedule for the project under provision

of Clause 4.4.3 of the “Bihar Policy for promotion of New and Renewable Energy

Sources-2011” or as amended time to time.

1.9 Water Allocation :

1.9.1 The Project developer has made arrangements for water required for the Solar

Thermal generation project. The project developer should submit documentary

evidence in the form of approval from the State Government / CWC for the

quantity of water required for the project.

1.10 Return of the Performance Bank Guarantee: 1.10.1 Subject to Clause 1.6, BSEB/Distribution Licensee shall return / release the

Performance Bank Guarantee three (3) months after the Schedule Commercial Operation Date (31.03.2015).

1.10.2 The return / release of the Performance Bank Guarantee shall be without prejudice

to other rights of BSEB / Distribution Licensee under this Agreement.

2.0.0 BILLING PROCEDURE AND PAYMENTS : 2.1.0 The designated representatives of the parties shall record joint readings of the

meters of the respective feeders at BSEB (delivery point) end at 1200 Hours on the first day of every calendar month. Readings will also be recorded at 12:00 Hours on the dates the change of tariff becomes effective.

2.2.0 Monthly energy account depicting energy delivered & wheeled to BSEB, shall be

prepared and maintained by SLDC, Patna on behalf of BSEB / Distribution Licensee(s).

2.3.0 The company shall raise invoices on the BSEB for the energy sold by the

Company to the BSEB; the Company shall raise monthly bills on the tariff described in clause 1.1.1.

2.4.0 The invoice pursuant to Clause 2.3.0 shall be delivered by the Company to BSEB

at its designated office on or before the 2nd day of the month hereinafter called the Invoice Date. BSEB shall make full payment of such invoice within one month of receipt of the invoice hereinafter called the Due Date through LC or cheque payable at Patna.

2.5.0 Blank 2.6.0 In case of payment of invoices of the generating company is made through Letter

of Credit (LC) by BSEB / Distribution Licensee before due date, a rebate of 2 % (two percent) will be allowed by the generating company as per BERC (Terms and Conditions for Tariff determination from Solar Energy Sources) Regulation,

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2010 or as amended time to time. Where payments are made other than through Letter of Credit (LC) by BSEB / Distribution Licensee within a period of one month of presentation of bills by the generating company, a rebate of 1 % (one percent) will be allowed by the generating company.

2.7.0 In case the payments are delayed beyond 60 days from the date of billing, a Late

payment surcharge at the rate 1.25 % per month as per BERC (Terms and Conditions for Tariff Determination from Solar Energy Sources) Regulation 2010 notified on 04.08.2010 shall be levied by the generating company for the actual period of delay.

2.8.0 Payment Security: BSEB will provide an irrevocable and revolving letter of credit (LC) issued by

any nationalized bank for an equivalent amount of 105 % of one month bill amount on the basis of average of last twelve months bill subject to the conditions that all kind of LC charges will be borne by the Company. For the supply of power during the first year of the commissioning of the solar plant, the LC shall be opened by BSEB for 105 % of the estimated energy contracted by the project developer with BSEB which shall be reviewed by BSEB on quarterly basis and accordingly reduced / increased.

3.0.0 SYNCHRONISED & INTEGRATED OPERATIONS : 3.1.0 BSEB shall allow the Company to interconnect its generating system and operate

it in synchronism with BSEB 33 / 11 KV Power S/s or 132 / 33 KV Grid Sub Station subject to the terms and provisions of this agreement. The company shall run the plant as a part of integrated system to generate power in synchronism with the grid and shall inject three phase 50 Hz (nominal) AC Supply into BSEB system at __ kV as per provision of Bihar Grid Code-2010 as amended time to time.

4.0.0 GENERATION FACILITIES – OPERATION & MAINTENANCE : 4.1.0 The company shall be responsible for obtaining and keeping in force at its own

cost, all consents, clearances and permits required for establishing and operating the generation facility viz.

i) DPR approval from BREDA. ii) State Investment Promotion Board (SIPB), Department of Industries,

Govt. of Bihar approval for the establishment of the project

iii) As per the provision of Clause 4.1.1 of the Policy, BREDA is the nodal agency for Evaluation and Recommendation of the application of the Solar (PV/Thermal) projects. Evaluation of the solar project by BREDA based on the eligibility criteria as decided/modified from time to time by MNRE, under JNNSM programme and also specify the technical and financial credibility of the Developers. The project developer will provide Recommendation of BREDA to BSEB for fulfillment of eligibility criteria

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by the Project Developer as per MNRE guidelines under JNNSM scheme as mentioned above and approval for signing PPA with BSEB.

iv) NOC from Bihar Pollution Control Board. v) Environmental Clearance from Govt. of India for Solar Thermal Projects

only. vi) Forest clearance from Govt. of India, if applicable. vii) NOC from District Fire Officer: To be submitted by Project developer

before 1 (one) month of the commissioning of the Solar PV/ Solar Thermal Power Plant.

viii) Clearances from National Airport Authority: To be submitted only for

Solar Thermal Projects. ix) Chief Electrical Inspector etc.: To be submitted by Project developer

before 1 (one) month of the commissioning of the Solar PV/ Solar Thermal Power Plant.

x) Approval of allocation of Water for the project (for Solar Thermal) by

State Government / Central Water Commission. The above clearances are required for establishment of each unit of power plant in

operation and for signing of Power Purchase Agreement (PPA) by BSEB / Distribution Licensee(s) with project developer and to ensure statutory compliance by the generating Company throughout the operative period of plant.

4.2.0 The Company shall be responsible at its own expense for ensuring that the Power

Station is operated and maintained in accordance with all legal requirements including the terms of all consents/clearances/permits and Prudent Utility Practices within the acceptable technical limits and as per Bihar Grid Code 2010 or as amended time to time so as not to have an adverse effect on the Grid system.

4.3.0 Company shall meet with all the statutory laws as applicable. 4.4.0 BSEB shall have the right to designate from time to time its officers / official who

shall be responsible for inspecting the Power Station for the purpose of verifying the progress of the project being developed by the Company.

4.5.0 BSEB shall be informed by the Company but in no event later than 30 (thirty) days

prior to the scheduled date of synchronization.

i) Detailed procedure for synchronization of the Plant with State Transmission Utility’s Grid (132/33 KV) or PSS (33/11 KV) under different conditions of operation as per Bihar Grid Code.

ii) Shut-down and start up procedures as per Bihar Grid Code.

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4.6.0 The Company shall carry out regular maintenance and overhauls of its plant as per recommended schedules and procedures of the equipment suppliers. The schedule of maintenance and overhauls which require plant shut down shall be intimated to the State Load Despatch Centre to which the plant is catering supply of energy.

4.7.0 The company shall install and whenever required, augment the equipment at his

own cost to match it with the fault level of utility system during the tenure of this PPA.

4.8.0 The company shall use all reasonable efforts to give advance notice to BSEB to

the extent possible of any unscheduled outage and shall provide BSEB with an estimate of duration and scope of such outage.

4.9.0 For matters relating to grid operations and load despatch, the directions of State

Load Despatch Centre of State Utilities or any other officer which may be authorized by BSEB shall be strictly complied with by the Company. Any dispute on this account shall be referred to Electrical Superintending Engineer, SLDC, Patna and Chief Engineer, Transmission (O&M), BSEB. The decision of the Chief Engineer, Transmission (O&M), BSEB shall be final.

4.9.1 Construction Power: For the supply of Construction power from BSEB system, the Project Developer

shall apply to BSEB for availing temporary connection which will be allowed by BSEB as per the provisions of the BERC.

4.9.2 The project developer shall be allowed to draw energy for their consumption

during maintenance / shut down period of the project after the commercial declaration of the solar unit / plant as per provision of Clause 7.2 of the “Bihar Policy for promotion of New and Renewable Energy Sources-2011” or as amended time to time.

4.10 Verification by BSEB/Distribution Licensee: 4.10.1 The SPD shall be further required to provide entry to the site of the Power Project

free of all encumbrances at all times during the term of the Agreement to BSEB/Distribution Licensee.

5.0.0 SYNCHRONISATION AND INTERCONNECTION FACILITIES : 5.1.0 The synchronization equipment will be installed by the company at its generation

facility at its own cost. Company shall synchronize its system with the BSEB’s system only after the grant of approval of synchronization scheme by Chief Engineer, Transmission (O&M) and subject to verification and checking made by Electrical Superintending Engineer, CRITL, BSEB of the control and protection system of the generation project & switchyard. Company shall, immediately after each synchronization / tripping of generator, inform the Grid sub station / Power S/s to which the plant is electrically connected and SLDC, Patna. The Company should also inform the concerned connected Grid sub station / Power S/s / SLDC

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before any synchronization. The incharge of the Grid Sub Station (132 / 33 KV) / (220/132/33 KV) or Power Sub station (33 / 11 KV) should also inspect, the system of synchronization.

5.2.0 The company shall provide step-up transformers, panels, kiosks, protection &

metering equipment at the generation facility and fully equipped line bay(s) in its switchyard for termination of interconnecting transmission line(s) at the Generation switchyard. Company shall also provide proper & reliable communication between the generation facility & Grid substation / Power S/s of BSEB where power is to be delivered by the generation facility. The cost of the communication equipments and associated works will be borne by the Company. The company shall also provide two sets of Import –Export meter for installation at BSEB end for metering purpose.

5.3.0 In case of supply of 25 % power from the solar generation project under provision

of Clause 4.2.1 of the Policy, the Company / Project Developer will provide at its own cost required transmission line(s) from the Generating Station switchyard up to Grid Sub station / Power substation of BSEB including the interconnection facilities at BSEB end. The Company will also provide associated equipment(s) at Grid substation / Power substation of BSEB for accepting energy from the Project. The commissioning of the associated equipments (e.g. breakers, isolators, CT, PT Substation structures, breaker panels, control cables of required capacity, hard ware fittings etc.) provided by the company at BSEB end for interconnection of the solar (PV / Thermal) generation plant with BSEB Grid substation / Power S/s will be done by the company under the strict supervision of the BSEB representative and BSEB will claim only Supervision charges as per BSEB norms.

However, in case of supply of at least 50 % power, subject to minimum 2 MW of

power generated from solar generating plant (Solar PV/Thermal), the capital cost of the transmission system for evacuation of power to the nearest grid / substation including all metering & protective instruments at BSEB end shall be borne by BSEB.

5.4.0 The Company and BSEB in mutual consultation with each other shall decide on

the scheme for protection of the interconnection line(s) and of the facilities at both ends as well as generation protection facilities in case of reverse power flow due to mal operation of the circuit breakers during tripping of the unit (s). All electrical equipment shall be installed as per Bihar Electricity Grid Code 2010 or as amended time to time by BERC. The installation and operation of meters shall be as per CEA (Installation and Operation of Meters) Regulations, 2010 or BERC Grid Code 2010 as amended time to time.

5.5.0 Notwithstanding the provisions of this agreement, BSEB will not be responsible

for any damage that may occur to the company’s generation system for any reason whatsoever.

6.0.0 PROTECTIVE EQUIPMENT & INTERLOCKING :

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6.1.0 The company shall provide necessary protective equipment and interlocking

devices at generating system, so that no adverse effect is caused to the BSEB Grid system / Power substation.

6.2.0 The company shall energize its equipment / synchronizing scheme only after the

approval of competent authority of BSEB and rectification of the defects / observations pointed out by him. Routine checking / testing shall be carried for company’s sub-station / equipment on the same basis as is being done for BSEB’s sub-stations.

6.3.0 Testing charges for commissioning as well as routine checking shall be borne by

the company. 6.4.0 Notwithstanding such checking / verification, BSEB shall not be responsible for

any damage caused to the generating facility on account of any act done in good faith during such checking/verification.

7.0.0 LIAISON WITH & ASSISTANCE FROM BSEB : 7.1.0 The company shall keep a close liaison with the State Load Despatch Centre and /

or other designated officers / officials of BSEB during the period of generation. During the period this agreement is in force, after completion of its annual maintenance program, the company shall give 7 days prior intimation of the synchronizing program for the first time, and also furnish in the last week of every month supply plan indicating the total quantum of electricity likely to be delivered in the next month.

7.2.0 The company shall also inform the date of commencement of delivery of power

one month in advance and arrange for testing & commissioning of the protection system before synchronization.

8.0.0 METERING : 8.1.0 Energy meters (Export –Import type) of 0.2 class or better accuracy and having

kWh, kVAh & kVArh facility duly inspected and tested by BSEB shall be installed at Delivery Point (hereinafter called Main Meters) and at the out going feeder of the Generating station end (hereinafter called Check Meters) by the Company at its own cost capable of recording and storing fifteen (15) minutes data of the Electrical Parameters for a minimum of 35 days with MRI downloading facility of the datas. Dedicated CTs and PTs of 0.2 or 0.5 class or better accuracy shall also be made available by the company at the Delivery point (Grid Sub station / Power substation) of BSEB and at the out going feeder of the Generating station end. The Energy meters will be DLMS compliant and with GPRS MODEM and having ABT feature also. The detail specification of Energy Meters will be got approved by BSEB prior to placing order for the energy meter by the generating company. The finalization of the metering scheme will be through mutual discussion between BSEB and the Generator at the time of procurement in order to adopt latest developed technology and equipment.

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8.2.0 All the meters, CTs and PTs described in Clause 8.1.0 above shall be jointly

inspected and sealed on behalf of both parties and shall not be interfered with except in the presence of the representatives of both parties. For testing and calibration of meters, a notice of at least seven (7) days shall be given by the Party requesting the testing to enable the authorized representatives of both the parties to be present. All energy meters, CT, PT will be tested at HI-TECH Laboratory of BSEB at Patna under Director (Metering). Necessary request and requisite testing charges if desired may be obtained from concerned Transmission/Supply Circles/Divisions.

8.3.0 All meters, CT and PT shall be checked for accuracy prior to commissioning &

once in every six (6) months by both parties and shall be treated as working satisfactorily so long as the errors are within the limits prescribed for such meters.

8.4.0 Meter readings of the main meter will form the basis of billing. 8.5.0 Where the half yearly check indicates errors in the Main Meters beyond the

prescribed limit but no such error is noticed in the Check Meters, billing for the month up to the date & time of such test check will be done on the basis of check meters and the Main Meters will be re-calibrated immediately. Billing for the period after the Main Meters are calibrated shall be as per the calibrated meters.

8.6.0 If during the half yearly checks, both the main meters and the check meters are

found to be beyond permissible limits or error, the meters shall be immediately recalibrated and the correction shall be applied to the consumption registered by the Main Meters to arrive at the correct consumption of energy for billing purposes for the period of the month up to the time of such check, billing for the period thereafter till the next monthly meter reading shall be measured by re-calibrated Main Meters. In case of meter reading at the generator end is taken for billing purpose then the energy supplied to BSEB will be taken care of after deducting the auxiliary consumption and transmission / wheeling loss as determined by BERC time to time.

8.7.0 Corrections in billing, wherever necessary, shall be applicable to the period

between date & time of the previous test calibration and the date & time of the test calibration in the current month when the error is observed and this correction shall be for the full value of the absolute error. For the purpose of the correction to be applied, the meter shall be tested at 100, 75, 50, 25 & 10 percent load at unity, 0.85 lag & 0.75 lag power factors. Of these fifteen values, the error at the load and power factor nearest the average monthly load served at the point during the period shall be taken as the error to be applied for correction.

8.8.0 The billing will be normally done on the basis of readings recorded by the meters

installed at the Delivery point (Main Meters) at Grid substation or power substation of BSEB. In case the metering equipment of Delivery point becomes defective, the billing shall be done on the basis of meter readings of the meters installed at Generating station switchyard. Under such condition the net power supplied to BSEB system will be calculated as follows:

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Net Energy supplied to BSEB (in Kwh) = [Energy recorded at the check meter

installed at the out going feeder of the generating station switchyard - Transmission loss - Wheeling loss (at 33 KV or 11 KV)]. Transmission and Wheeling loss will be as determined by BERC time to time. The defective meters shall however be replaced within three (3) months of the detection by either partly.

8.9.0 If both the Energy Meters located at the outgoing feeder of the generation switch

yard and State utility Grid Substation / Power substation fail to record the Electricity supplied then the Electricity supplied will be computed from the log sheets maintained at BSEB’s Grid substation / Power Substations for that period of defect. The M.R.I of the meter will be considered an authentic document for verification of the meter reading and will be final & binding on both parties.

8.10.0 For the purpose of test & calibration, the sub standard meter shall be got

calibrated and sealed from reputed testing Laboratory. This meter shall be calibrated once in every 2 years.

9.1.0 COMMISSIONING OF GENERATION FACILITIES & LIQUIDATED

DAMAGES : 9.1.1 For Solar PV & Solar Thermal Generation Projects are as follows; The Company shall commission the generation facilities and synchronize with the BSEB’s Grid / Power substation within 24 months from zero date or revised

time schedule approved by SIPB under provision of Clause 4.4.3 of the Policy. Zero date shall be the date of notification of the “Bihar Policy for promotion of New and Renewable Energy Sources-2011” or the date of SIPB approval, whichever is later.

9.2 Liquidated Damages: 9.2.1 If Project Developer fails to achieve the Schedule Commercial Operation Date i.e.

31.03.2015, the entire amount of the Performance Bank Guarantee submitted by the Project Developer shall be en-cashed by BSEB/Distribution Licensee as Liquidated damage without prejudice to the other rights of BSEB/Distribution Licensee.

9.3 Right to Contracted Capacity & Energy 9.3.1 If for any Contract Year, it is found that Solar Power Developer (Solar PV / Solar

Thermal) has not been able to supply contracted energy …………. Million Kwh (MU) as per PPA at Delivery Point on account of reasons solely attributable to Solar Project Developer (SPD), the non-compliance by SPD shall make SPD liable to pay compensation to BSEB/Distribution Licensee. This compensation shall be applied to the quantum of shortfall in the contracted capacity to be supplied by SPD at Delivery Point as per PPA during the Contract year. This

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amount of compensation shall be equal to the Solar REC Forbearance price as determined by CERC / BERC time to time.

10.0.0 CONTINUITY OF SERVICE : 10.1.0 BSEB may require the Company to temporarily curtail or interrupt delivery of

energy when necessary in the following circumstances: 10.1.1 For repair, replacement and removal of the BSEB’s equipment or any part of its

system that is associated with the Company’s facility. However, as far as practicable such an event shall be scheduled during the annual shut down period of the generation facilities.

10.1.2 Load crash in BSEB system due to wide-spread rains, cyclones or typhoons. 10.1.3 Conditions leading to overloading of interconnecting transformers, transmission

lines and switchgears due to outage of some equipment at BSEB’s interconnecting grid or power substation.

10.1.4 If BSEB determines that the continued operation of the facility may endanger the

safety of the BSEB’s personnel or integrity of the BSEB electric system or have an adverse effect of the electric service to the BSEB other customer(s).

10.1.5 Under Force-Majeure Conditions of BSEB. 10.1.6 Instructions for the disconnection of the generation facility from the BSEB system

shall be notified by the State Load Despatch Centre, Patna for the period / duration indicated by it. However, BSEB shall take all reasonable steps to minimize the number and duration of such interruptions, curtailments or reductions.

11.0.0 DURATION : 11.1.0 Except where terminated by default, this agreement shall remain in force for

twenty five (25) years from the date of commercial operation of the Solar Power station and can be extended by another ten (10) years through mutual agreement.

12.0.0 EVENTS OF DEFAULT AND TERMINATION : 12.1 EVENTS OF DEFAULT BY COMPANY :

The occurrence of any or combination of the following events at any time during the term of this agreement shall constitute an event of default by the company:

12.1.1 Failure to pay to BSEB any amount payable and due under this Agreement within

sixty (60) calendar days after receipt of invoice. 12.1.3 Failure on the part of the Company to use reasonable diligence in operating,

maintaining or repairing the Company’s facility.

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12.1.4 Failure or refusal by the Company to perform its material obligation under this

Agreement. 12.1.5 Failures to use State Policy for promoting Generation of Electricity through

Renewable Energy Sources notified by Govt. of Bihar and BERC (Terms and conditions for Tariff Determination from Solar energy Sources) Regulation, 2010 notified on 02.08.2010 tariff notified by BERC for 2010-11 on 06.008.2010 for procurement of power by distribution Licensee from Solar energy sources.

. 12.1.6 Abandonment of its generation facilities by the Company or the discontinuance by

the Company of services covered under this Agreement without any reasonable cause.

12.2. EVENTS OF DEFAULT BY BSEB: 12.2.1 The occurrence of any of the following at any time during the term of this

Agreement shall constitute an Events of Default by BSEB. 12.2.1.1 Failure or refusal by BSEB to perform its material obligations under this

Agreement. 12.2.1.2 Failure to use reasonable diligence in operating, maintaining or repairing the

BSEB interconnection facilities. 12.3 Termination : 12.3.1 If any Event of Default by either party extends for a period of Sixty (60) Calendar

days after receipt of written notice of such event of Default from the non-defaulting party, then the non-defaulting party may, at its option, terminate this agreement by delivering 15 days written notice of such termination to the party in default.

12.3.2 Failure by either BSEB or the Company to exercise any of these rights under this

Agreement shall not constitute a waiver of such rights. Neither party shall be deemed to have waived any failure to perform by the other unless it has made such waiver specifically in writing.

13.0 SETTLEMENT OF DISPUTE : 13.1. Any dispute(s) or difference(s) arising out of or in connection with the power

purchase agreement shall, to the extent possible, settled amicably between the parties.

13.2. If any dispute(s) or difference(s) of any kind whatsoever shall arise between the

generator and BSEB arising out of the PPA for the contractual obligation whether during the operation of the contract or after its completion or whether before or after the termination, abandonment or breach of the contract, it shall, in the first place be referred to and settled by the empowered officer to be appointed by

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BSEB, who, within a period of thirty (30) days after being requested by either party to do so, shall give written notice of his decision to the both the parties in contract.

13.3 Unless as hereinafter provided such decision in respect of any matter so referred

shall be final and binding upon both the parties. 13.4 If after the Empowered Officer has given written notice of his decision to the

parties, no claim to arbitration has been communicated to him by either party within thirty (30) days from the receipt of such noticed, the said decision shall become final and binding on the parties.

13.5 In the event of the Empowered Officer failing to notify his decision as aforesaid

within thirty (30) days after being requested aforesaid, or in the event of either the generator or BSEB being dissatisfied with any such decision, or within thirty (30) days after the expiry of the first mentioned period of thirty (30) days, as the case may be either party may require that the matters in dispute be referred to arbitration as hereinafter provided.

14.0.0 ARBITRATION : 14.1 Notwithstanding the existence of any question, disputes and difference referred to

arbitration, the parties hereto shall continue to perform their respective obligations under this agreement.

14.2 All matters, questions, disputes, differences and/or claims arising out of and/or

concerning and/or in connection and/or in consequence or relating to this PPA whether or not obligations of either of both parties under this PPA be subsisting at the time of such dispute and whether or not this PPA has been terminated or purported to be terminated or completed, shall be referred to the sole arbitration of the Chairman, BSEB or an officer appointed by the Chairman, BSEB as his nominee. The award of the arbitrator shall be final and binding on the parties to this PPA. Subject to aforementioned provisions, the provisions of Arbitration & Conciliation Act 1996 and the rules there under and statuary modification thereof for the time being in force, shall be deemed to apply to the Arbitration proceedings under this Clause.

15.0.0 INDEMNIFICATION : 15.1 The Company shall indemnify, defend and hold harmless the BSEB and its

members, Directors, Officers, employees and agents and their respective heirs, successors, legal representatives and assigns from and against any and all liabilities, damages , costs expenses (including attorneys fees), losses, claims, demands, action, cause of action, suits and proceedings of every kind, including those for damage to property of any person of entity (including the Company) and/ or for injury to or death of any person (including the Company’s employees and agents) which directly results from partial/ total grid failure or arise out of or in connection with negligence or will full misconduct of the Company.

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15.2 BSEB shall indemnify and hold harmless the Company and its Directors, Officers, Employees and Agents, and their respective heirs, successors, legal representatives and assigns, from and all liabilities, damages, costs, expenses (including outside attorneys fees), losses, claims, damage to the property or any person or entity (including BSEB) and/or injury to or death of any person (including the BSEB’s employees and agents) which directly or indirectly result from or arise out of or in connection with the negligence or will full misconduct of the BSEB.

16.0.0 ASSIGNMENT : 16.1 This Agreement may not be assigned by either the BSEB / Distributon Licensee or

the Company without the consent in writing of the other party, except that either party may assign its rights under this agreement, or transfer such rights by operation of law, to any corporation with which or into which such party shall merge or consolidate or to which such party shall transfer all or substantially all of its assets; provided that such assignee or transferee shall expressly assume, in writing , delivered to the other party to this Agreement, all the obligations of the assigning or transferring party under this Agreement.

17.0.0 FORCE MAJEURE : 17.1 If any party hereto shall be holly or partially prevented from performing any of its

obligations under this Agreement by reason of or through lightning, earthquake, fire, floods, invasion, Insurrection, rebellion, mutiny, tidal wave, civil unrest, riot, epidemics, explosion, the order of any court, judge or civil authority, change in State or National Law, War, any act of God or the public enemy, or any other similar to dissimilar cause reasonable beyond its exclusive control and not attributable to its neglect, then and in any such event, such party shall be excused form whatever performance is prevented by such event to the extent so prevented and such party shall not be liable for any damage, sanction or loss resulting there from.

17.2 The party invoking this clause shall satisfy the other party of the existence of such

an event and give written notice within Seven (7) days to the other party and take all possible steps to revert to normal conditions.

18.0 AUTHORITY TO EXECUTE : 18.1.0 Each respective party represents and warrants as follows: 18.1.1 Each respective party has all necessary rights, powers and authorities to execute

deliver and perform this Agreement. 18.1.2 The execution delivery and performances of this Agreement by each respective

party will not result in a violation of any law or result in a breach of any government authority or conflict with or result in a breach of or cause a default under any agreement or instrument to which either respective party is a party or by which it is bound. No consent of any person or entity not a party to this

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Agreement, including any governmental authority is required for such execution, delivery and performance by each respective party.

19.0 AMENDMENTS : 19.1 Any waiver, alteration, amendment or modification of this Agreement or any part

thereof shall not be valid unless it is in writing and signed by the parties. 20.0 Taxes and Duties: Taxes and Duties levied by the Appropriate Government shall be allowed to pass

through on actual incurred basis as per provision of Clause 23 of BERC (Terms and Conditions for Tariff determination from Solar Energy Sources) Regulation, 2010 notified in Bihar Gazette on 04.08.2010 or as amended time to time by BERC.

21.0 BINDING EFFECT : 21.1 This agreement shall be binding upon and ensure to the benefit of the parties hereto

and their respective successors, legal representatives and permitted assigns. 22.0.0 NOTICES: 22.1 Any written notice provided hereunder shall be delivered personally or sent by

registered post acknowledgement due or by courier for receipted delivery with postage or Courier charges prepaid to the other party at the following address:

BSEB: Chief Engineer, Transmission (O&M) Bihar State Electricity Board, Vidhyut Bhawan-I, Jawaharlal Nehru Marg, Patna-800 001 Bihar . Landline: 0612-2504020 Mobile: 9430920137 Company: ____________________________ ----------------------------------------------- ----------------------------------------------

22.2 Notice delivered personally shall be deemed to have been given when it is

delivered to the Company at address set forth above and actually delivered to such person or left with a responsible person in such office. Notice sent by post or Courier shall be deemed to have been given on the date of actual delivery as evidenced by the date appearing on the acknowledgement of delivery.

22.3 Any party hereto may change its address for written notice by giving written notice

of such changes to the other party hereto.

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23.0 EFFECT OF SECTION HEADINGS : 23.1 The headings or titles of the several sections hereof are for convenience of

reference and shall not effect the construction or interpretation of any provision of this Agreement.

24.0 RELATIONSHIP OF THE PARTIES: 24.1 Nothing in the Agreement shall be deemed to constitute either party hereto as

partner, agent or representative of the other party or to create any fiduciary relationship between the parties.

25.0 GOVERNING LAW : 25.1 This agreement shall be governed by and construed in accordance with the

prevailing laws. 26.0 APPROVALS: 26.1 Wherever either BSEB or Company approvals are required in this agreement, it is

understood that such approvals shall not be unreasonably withheld. IN WITNESS whereof, the BSEB and the Company (Name………………..) have executed this Agreement as on ___________________ the day of ______________________ in the year 2012. For the Company For the BSEB (Authorized Representative) (Authorized Representative) Witnessed by: Witnessed by: Name: Name: Designation: Designation: