STANDARD POWER PURCHASE AGREEMENT FOR PROCUREMENT OF …

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STANDARD

POWER PURCHASE AGREEMENT

FOR

PROCUREMENT OF POWER

FOR „LONG TERM‟

THROUGH

TARIFF BASED COMPETITIVE BIDDING PROCESS

Between

[Jharkhand Bijli Vitran Nigam Limited (JBVNL)]

(“Procurer”)

And

[Insert Name of the Developer]

(“Seller”)

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DRAFT SOLAR PPA TO BE SIGNED WITH JBVNL

This Power Purchase Agreement is made and entered into at [●] on this [●] day of [●] 2021

between

M/s (Name of the Developer), a Company/Limited Liability Partnership (LLP) firm/

Partnership Firm/ Sole Proprietor/ Consortium/Project Company in any form submitting the

Bid incorporated under the Appropriate Act/any other relevant laws as

applicable, having its registered office at

_________________________________ [Insert address of the registered office of Developer]

(hereinafter referred to as “Developer”, 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

Jharkhand Bijli Vitran Nigam Limited, incorporated under the Companies Act 1956, having its

Registered office at [●], (hereinafter referred to individually, as “JBVNL”) which expression

shall, unless repugnant to the context or meaning thereof, be deemed to include its successors

and assigns) as a Party of the second part.

Developer and JBVNL shall be referred to in this Agreement collectively as Parties and

individually as Party.

WHEREAS:

A. JBVNL had invited proposals through Request for Proposal dated [●] for development of a

25 MWp rooftop solar power project in premises of residential consumers in JBVNL‟s

electricity distribution area for procurement of power on long term basis by gross metering

through Tariff based competitive bidding process (“RFP”).

B. Pursuant to the said bidding process and after evaluation of the bids received, JBVNL had

accepted the bid of the [●] [Insert name of the Selected Bidder] (hereinafter referred to as the

„Developer‟) and issued a Letter of Intent No. [●] dated [●] (hereinafter called the “LoI”),

requiring the Developer to execute this Power Purchase Agreement (PPA) within 30 (thirty)

days of the date of issue of LoI.

C. The Developer is engaged in the business of design, supply, erection, testing,

commissioning, operation, and maintenance of power plants, including solar rooftop

systems.

D. The Parties have agreed to the terms and conditions for sale and purchase of electricity

generated from solar rooftop systems as set out in this PPA.

E. The Jharkhand State Electricity Regulatory Commission (JSERC) has approved the terms

and conditions of this PPA vide its order dated [●].

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Now therefore, in consideration of the mutual promises, conditions and covenants set forth

herein, it is agreed by and between the parties as follows:

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1. ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1 Definitions

The terms used in this PPA, unless as defined below or repugnant to the context, shall

have the same meaning as assigned to them by the Electricity Act, 2003 and the rules or

regulations framed there under, including those issued / framed by the Appropriate

Commission (as defined hereunder), as amended or re-enacted from time to time.

“Abandoned” shall mean to the extent not a Force Majeure Event material

failure by developer to perform its obligations:

a. the performance of the Developer in discharging its duties

and/or obligations under this PPA has been so inadequate;

or

b. the level and/or quality of resources applied by the

Developer has been materially deficient; or

c. the Developer has evidenced a disregard for its duties

and/or obligations under this PPA to such an extent,

in each case to either:

i. reasonably demonstrate the intention of the Developer to no

longer properly and diligently carry out and fulfil

substantially Developer‟s duties and obligations as set forth

in this PPA; or

ii. reasonably amount to a declaration by the Developer‟s

conduct that the Developer will not properly and diligently

perform substantially its duties and obligations as set forth

in this PPA;

“Act” or “Electricity

Act, 2003”

Electricity Act, 2003 and include any modifications,

amendments and substitution from time to time;

“Accounting Year” Shall Mean the Financial Year be commencing from 1st April of

a calendar year and ending on 31st March. The 1st accounting

year shall start from the date of COD of the project and shall

end on the ensuing 31st March and the last accounting year

shall be from 1st April of the year concerned till the 25th

Anniversary of the date of COD;

“Affected Party” has the meaning given to it in the clause 10.1.1

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“Affiliates” shall mean a company that, directly or indirectly,

i. controls, or

ii. is controlled by, or

iii. is under common control with, a Company developing a

Project or a Member in a Consortium developing the Project and

control means ownership by one company of at least 26%

(twenty six percent) of the voting rights of the other company.

“Agreement” shall mean this Power Purchase Agreement (PPA), including

the schedules , amendments, modifications and supplements

made in writing by the agreeing Parties from time to time;

“Appropriate

Commission”

shall mean the Central Electricity Regulatory Commission

referred to in sub- section (1) of section 76 or the State Electricity

Regulatory Commission referred to in section 82, as the case

may be

“Approvals” shall mean all permits, clearances, licenses, consents,

authorizations, registrations, waivers, privileges,

acknowledgements, agreements, or concessions required to be

obtained from or provided by any Governmental

Instrumentality or concerned authority for the purpose of

setting up of the rooftop solar project and/ or for supply of

power pursuant to this Agreement;

“Bid” shall mean Technical Bid and Financial Bid submitted by the

Bidder(s) along with all documents, credentials, attachments,

annexure etc., in response to the RFP, in accordance with the

terms and conditions thereof;

“Bidder” shall mean Company/Limited Liability Partnership (LLP)

firm/Partnership Firm/ Proprietorship firm submitting the Bid.

Any reference to the Bidder includes its successors, executors

and permitted assigns as the context may require;

“Bid Documents” shall mean the documents submitted under technical and

financial bid to meet the requirement of RFP No. --------------------

---------- dated----------------------

“Bid Price” (also termed shall mean the tariff quoted by the Bidder. “Bid price” shall be

an all-inclusive price on a “single responsibility” basis covering

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as tariff or bidding tariff) all the obligations.

“Bid Capacity” shall mean the project capacity bided by the Developer and it

shall not be less than 0.5 MWp and shall not be more than 1.5

MWp;

“Bidding Company” shall mean single company or a Lead Member (in the case of a

Consortium) that has submitted the Bid in accordance with the

provisions given in the RFP;

“Bidding Consortium” shall refer to a group (not more than three) of

Company/Limited Liability Partnership (LLP) firm/

Partnership Firm/Proprietorship firm that has collectively made

a Bid, in response to the RFP;

"Billing Dispute Notice" shall mean the notice issued by a Party raising a Dispute

regarding a Monthly Bill or a Supplementary Bill issued by the

other Party;

“Billing Date” shall mean the tenth (10th) Business Day after the Meter reading

Date of each Billing month

“Business Day” (also

termed as working day)

shall mean a day, other than Saturday, Sunday or a statutory

holiday on which banks are not open for business in Jharkhand;

“Buying /Entities” shall mean JBVNL who have signed the PPA with successful

bidder for Purchase of Power;

“Capacity Utilisation

Factor” or “CUF”

shall mean the ratio of the actual kWh (units) of energy

generated by a rooftop solar system in a year/duration

considered (duration between the date of COD and next 31 st

March) and the contracted capacity in kWp multiplied with the

number of hours in the same year/duration considered

(duration between the date of COD and next 31st March);

For E.g. CUF during a year:

(CUF = Cumulative annual project output in kWh / (installed

PPA capacity in kWp x 24 x 365)

“CEA” Shall mean Central Electricity Authority

“CERC” shall mean the Central Electricity Regulatory Commission of

India, constituted under sub – section (1) of Section 76 of the

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Electricity Act, 2003, or its successors;

“Commercial Operation

Date” or “COD”

shall mean the date on which the commissioning certificate is

issued upon the successful commissioning of the full capacity of

the rooftop solar system. The commissioning certificate is to be

issued upon the successful demonstration of the Performance

Ratio of rooftop solar system;

“Commissioned” shall mean the passing of Commissioning Tests of all

parameters as desired under the RFP by rooftop solar system

and certified by the authorised representatives of JBVNL/

Independent Engineer and subsequent interconnection of the

system with the Distribution Grid for receiving the Delivered

Energy.

“Commissioning Tests” shall mean the tests to be carried out to establish the

Performance Ratio as desired under the RFP and

Commissioning of the rooftop solar system, in accordance with

the Testing procedures as set out in the PPA;

“Competent Court of

Law”

shall mean any court or tribunal or any similar judicial or quasi-

judicial body in Ranchi that has jurisdiction to adjudicate upon

issues relating to this Agreement;

“Construction Default” shall mean capacity that remains uninstalled and/or installed

capacity that has failed to achieve the desired PR. i.e. 75% at the

end of SCOD of each phase of construction period.

“Construction Period” shall mean the period of fifteen months staring from the

Effective Date.

“Contracted Electricity” shall mean the entire quantity of electricity (in kWh) generated

by rooftop solar project commissioned under this PPA;

“Contract Year” shall mean the period beginning on the COD of the rooftop

solar system and ending at 23.59 hours at midnight on 31st

March of that Fiscal Year. Each successive contract year shall

coincide with the succeeding Fiscal Year, except that the final

contract year shall end on the date of termination of the Terms

of contract/PPA or on the expiry of life of PPA, whichever is

earlier;

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“Deemed Commissioned” shall mean the proxy Commissioning of rooftop solar system

which is available for commissioning but could not be

commissioned due to failure/delay in carrying PR tests

necessary for reasons attributed to JBVNL.

“Deemed Commissioning

Period”

shall mean the duration between the date of deemed

commissioning and the date on which actual PR test is carried.

“Deemed Generation” shall mean the total energy generated during deemed

commissioning period.

“Default Notice” shall mean the notice issued by JBVNL or Developer, as the case

may be, highlighting the issues in fulfilment of the commitment

of another party.

“Delivered Energy” shall mean the solar energy measured by the Gross Meter at the

Delivery Point;

“Delivery Point /

Interconnection Point”

shall mean the point of injection of the power from each of the

rooftop solar system into JBVNL network. which shall be

mutually agreed based on the interconnection system as

provided under JSERC (Rooftop Solar PV Grid Interactive

Systems and Net/Gross Metering) Regulations, 2015; and

amendment thereof

“Developer Default

Notice”

shall mean the default notice issued by developer in case of

occurrence of JBVNLs event of default;

“Developer Event of

Default”

shall mean occurrence of any event as indicated under clause

13.1.1, at any time during the life of this PPA;

“Developer Termination

Notice”

shall mean the notice issued by developer to terminate this PPA

at any time during the life of this;

“Distribution Code” shall mean, collectively, the JSERC Electricity Supply Code

Regulations 2015; CEA (Grid Standard) Regulations 2010; CEA

(Technical Standards for Connectivity of the Distribute

Generation Resources) Regulations 2013; CEA (measures of

safety and electricity supply) Regulations, 2010;

“Distribution Grid” shall mean the distribution system for the operation of which

JBVNL holds a distribution licence from the Commission;

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“Due Date” in respect of

Billing Invoice

shall mean the date which is 30 (thirty) days from the date of

receipt of such invoices by the designated official of JBVNL;

“Duration of Power

Purchase”

shall mean the duration of 25 years from the COD of the

respective rooftop solar system commissioned. However, if the

PPA is terminated any time before the expiry of term of PPA the

duration of power purchase contract shall be reduced to be the

last date on which the termination occurs;

“Effective Date” shall mean the date on which this PPA is signed;

“Electricity Act, 2003” shall mean the Electricity Act, 2003 and include any

amendments and substitution from time to time;

Force Majeure Event

“Emergency”

shall mean (i) a condition or situation of physical damage to

JBVNL electrical system including the local Distribution Grid,

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 the Project/Distribution Grid or

could endanger life or property and whether or not caused by

Force Majeure Event; or (ii) any other condition akin to the

above that prevents safe and reliable operation of the

Distribution Grid; Provided that in each of the two situations

above, the condition leading to the Emergency must have been

beyond the reasonable control of JBVNL and/or should not

have been attributable to any default, omission or commission

on the part of JBVNL and/or JBVNL has shall have maintained

the Distribution Grid in accordance with the Distribution Code

and Applicable Law;

“Encumbrance” shall mean any mortgage, lien, pledge, assignment by way of

security, charge, hypothecation, security interest, title retention

or any other security agreement or arrangement having the

effect of conferring security;

“Event of Default” shall mean JBVNL Event of Default or Developer Event of

Default, as the case may be

“Expiry Date” shall mean the date occurring twenty five (25) years from the

date of commercial operation date (COD) of last Rooftop Solar

system as per terms set forth in this PPA.

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“Force Majeure Event” has the meaning given to it in clause 11.1.2;

“Grid Code” / “IEGC” or

“State Grid Code”

shall mean the Grid Code specified by the Central Commission

under Clause (h) of Sub-section (1) of Section 79 of the

Electricity Act and/or the State Grid Code as specified by the

concerned State Commission, referred under Clause (h) of Sub-

section (1) of Section 86 of the Electricity Act 2003, as applicable;

“JSERC” shall means Jharkhand State Electricity Regulatory Commission,

established under Electricity Act 2003;

kV shall mean kilovolts;

“kWh” shall mean kilowatt-hour;

“Late Payment Surcharge” has meaning given to it in the clause 9.4 of this PPA;

“Law” shall mean (i) any law of Republic of India including electricity

laws or (ii) unless otherwise specified, the law of any other

applicable jurisdiction, in each case including all orders, rules,

regulations, executive orders, decrees, policies, judicial

decisions (including writ, injunction, decree or award),

determinations or awards, notifications, or directives made

pursuant thereto, issued or, (in case of treaties) entered into by a

Statutory Entity including for avoidance of doubt, the JSERC,

applicable to this Agreement and the exercise, performance and

discharge of the respective rights and obligations of the Parties

hereunder, as may be in force and effect during the subsistence

of this Agreement and as each may be amended or

supplemented from time to time;

“Lender(s)” shall mean the banks, other financial institutions, multilateral

agencies, RBI registered non-banking financial companies,

mutual funds and agents or trustees of debenture/ bond

holders, including their successors and assignees, who have

agreed, on or before commencement of supply of power from

the rooftop solar power project, to provide the Developer with

the debt financing, and any successor banks or financial

institutions to whom their interests under the Financing

Documents may be transferred or assigned, provided that such

assignment or transfer does not relieve the Developer of its

obligations to JBVNL under this Agreement in any manner and

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does not lead to an increase in the liability of JBVNL at any

given point of time;

“Letter of Credit” shall mean the payment security to be provided by JBVNL

pursuant to the clause 9.6 of this PPA;

“Main/Gross Meter” for

rooftop solar system

shall mean the Meter which would primarily be used for

accounting and billing of solar energy generated by rooftop

solar system. The main meter is operated and maintained by

JBVNL Developer;

“Marginal Cost of

Lending Rate (MCLR)”

shall mean the minimum interest rate that a bank can lend at.

MCLR is a tenor-linked internal benchmark, which means the

rate is determined internally by the bank depending on the

period left for the repayment of a loan.

“Other Invoice” shall mean an invoice, other than a Billing Invoice, raised by any

of the Parties;

“O&M Default” has the meaning given to it in the clause 13.1.1;

“Performance Bank

Guarantee”

PBG shall mean the security amount to be remitted as Bank

Guarantee by the Developer for guaranteed performance of the

rooftop solar power project;

“Phased Commissioning” has the meaning given to it in the clause 4.5.3 of this PPA;

“Project” shall mean the total capacity of solar rooftop systems allocated

to Developer. The project capacity allocated shall not be less

than 0.5 MWp and shall not be greater than 3 MWp.

“Prudent Utility Practices” shall mean those practices, methods, techniques and standards,

that are generally accepted for use in electric utility industries

taking into account conditions in India, and commonly used in

prudent electric utility engineering and operations to design,

engineer, construct, test, operate and maintain equipment

lawfully, safely, efficiently and economically as applicable to

power stations of the size, service and type of the Project, and

that generally conform to the manufacturers' operation and

maintenance guidelines;

“Scheduled Commercial shall mean the date falling on the last day of each phase of

construction period in which set percentage of allocated

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Operation Date (SCOD)” capacity needs to be commissioned/made available for

commissioning;

“Statutory Entity” shall mean:

i) any ministry, department, sub-division, instrumentality or

agency under the direct control of the Government; or

ii) any company, corporation, government undertaking or other

authority under the direct control of the Government; or

iii) any other entity under the direct control of the

Government or established under law; or

iv) Any Electricity Regulatory Commission,

“Testing Procedures” Shall mean the procedures, as agreed between the Developer

and JBVNL, for undertaking Commissioning Tests pursuant to

Annexure 3 of this PPA;

“Technical Limits” Shall mean the limits and constraints described in Annexure 2 of

this PPA, relating to the operations, maintenance, and dispatch

of the solar rooftop systems;

“Term of PPA” shall mean the duration of 25 (twenty-five) years from the date

of COD of the last commissioned rooftop solar system

1.2 Interpretations

Save where the contrary is indicated, any reference in this PPA to:

1.2.1 “PPA" shall be construed as including a reference to its Schedules and/or

Appendices/ Annexures.

1.2.2 An "Article", a "Recital", a "Schedule” and a “clause" shall be construed as a

reference to an Article, a Recital, a Schedule, and a clause respectively of this PPA.

1.2.3 An “affiliate” shall mean a company that either directly or indirectly by or is under

common control with a Company and „control‟ means ownership by one company

of at least 51% of the voting rights of the other company.

1.2.4 A “Lakh” means a reference to one tenth of a million (1, 00,000).

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1.2.5 An "encumbrance" shall be construed as a reference to a mortgage, charge, pledge,

lien or other encumbrance securing any obligation of any person or any other type

of preferential arrangement (including, without limitation, title transfer and

retention arrangements) having a similar effect.

1.2.6 “Indebtedness” shall be construed so as to include any obligation (whether

incurred as principal or surety) for the payment or repayment of money, whether

present or future, actual or contingent.

1.2.7 "Rupee", "Rupees", “INR” or “Rs” shall denote Indian Rupees, the lawful currency

of India.

1.2.8 The "winding-up", "dissolution", "insolvency", or "reorganization" of a company or

corporation shall be construed so as to include any equivalent or analogous

proceedings under the Law of the jurisdiction in which such company or

corporation is incorporated or any jurisdiction in which such company or

corporation carries on business including the seeking of liquidation, winding-up,

reorganization, dissolution, arrangement, protection or relief of debtors.

1.2.9 Words importing the singular shall include the plural and vice versa.

1.2.10 “This PPA” or “document” shall be construed as a reference to this PPA or

document as it may have been, or may from time to time be, amended, varied,

novated, replaced or supplemented.

1.2.11 A “Law” shall be construed as a reference to such Law including its amendments

or re-enactments from time to time.

1.2.12 Different parts of this PPA are to be taken as mutually explanatory and

supplementary to each other and if there is any inconsistency between or among

the parts of this PPA, they shall be interpreted in a harmonious manner so as to

give effect to each part.

1.2.13 The table of contents and any headings or subheadings in this PPA have been

inserted for ease of reference only and shall not affect the interpretation of this PPA.

1.2.14 All “interest”, if applicable and payable under this PPA, shall accrue from Day to

Day and be calculated on the basis of a year of three hundred and sixty-five (365)

days.

1.2.15 The words “hereof” or “herein”, if and when used in this PPA shall mean a

reference to this PPA.

1.2.16 The terms “including” or “including without limitation” shall mean that any list of

examples following such term shall in no way restrict or limit the generality of the

word or provision in respect of which such examples are provided.

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2. ARTICLE - SCOPE AND TERM OF PPA

2.1. Scope of Work

Developer shall be responsible for designing, erection, installation, testing, commissioning

and operation and maintenance of the grid connected rooftop solar system for the

allocated project capacity of (------- MWp), and supply of energy generated from the

system for the duration of this PPA in accordance with the following:

i. applicable Law;

ii. the terms and conditions of this PPA;

iii. parameters and Technical Limits as per the RfP;

iv. approvals; and

v. testing Procedures;

Provided that in the event of inconsistency between two or more of the above, the order of

priority as between them shall be the order in which they are placed, with „Applicable

Law‟ being the first.

2.2. Agreement Framework

The purpose of this PPA is to establish general terms and conditions which will be

applicable to all the solar rooftop systems installed under this PPA order. JBVNL shall

prepare the PPA order with the Developer for the project capacity allocated that will be

constructed, operated and maintained by the Developer. The Developer shall complete

the work within the time limit and in phased manner as indicated in RFP.

2.3. Effective Date

This Agreement shall come into effect from the date of its execution by both the Parties

and such date shall be referred to as the Effective Date.

2.4. Term of PPA

PPA shall commence on the Effective Date and continue to exist for 25 years from

Commercial Operation Date (COD) of last commissioned rooftop solar system.

2.5. Early Termination

This PPA order, as the case may be, may terminate fully or partially before the expiry of

last date of the term of this PPA, if JBVNL or the Developer desires so in written and

issues an order pursuant to Article 13.

Partial termination of this PPA order means termination of a part of the allocated project

capacity to the Developer, not total allocated project capacity (---- MW) as per this PPA

order. If the PPA order is terminated partially, the parties will continue to perform their

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obligations under this PPA for the non-terminated solar rooftop systems in accordance

with the terms and conditions of this PPA until the expiry or termination of this PPA

Order.

2.6. Survival

Notwithstanding anything to the contrary contained herein, the expiry or termination of

this PPA order will not affect any accrued rights, obligations and liabilities of the Parties

under this PPA, including the right to impose penalty as per the terms of this PPA, nor

shall it affect the survival of any continuing obligations for which this PPA provides,

either expressly or by necessary implication, which are to survive expiry or termination

including those under Article 13 (Events of Default and Termination), Article 14 (Liability

and Indemnification), Article 16 (Governing Law and Dispute Resolution), Article 18

(Miscellaneous Provisions), and other Articles of this PPA which are indispensable for

survival or amicable settlement of events and transactions pursuant to this PPA.

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3. ARTICLE - CONDITION PRECEDENT

3.1. Conditions Precedent of the Developer

Developer, in accordance with the RFP, has furnish the Performance Bank Guarantee (PBG).

The amount of PBG to be submitted shall be 2% for general bidder and 1 % for MSMEs, SSIs,

Start-ups of the expected yearly invoice amount proportional to the awarded project

capacity as mentioned in the Letter of Intent (LoI) issued by JBVNL.

3.2. Conditions Precedent of JBVNL

3.2.1 To provide Letter of Intent (LoI) to the Developer;

3.2.2 To verify the PBG submitted by the Developer;

3.2.3 Obtaining approval on the PPA and discovered Tariff from the Appropriate Commission

3.3. Consequences of fulfilment and non-fulfilment of Conditions Precedent

3.3.1 Each party, responsible for satisfying any Conditions Precedent, shall keep the other Party

informed of the progress being made in fulfilling such Conditions Precedent, and also

upon the fulfilment or waiver of such Conditions Precedent, as the case may be.

3.3.2 The Party that is responsible for satisfying a particular Condition Precedent under clause

3.1 and 3.2 above, may request waiver of such Condition Precedent by notifying the other

Party (who benefits from the satisfaction of the particular Condition Precedent) in writing

of its intention to seek such waiver. If the other Party provides its consent in writing that it

no longer requires the satisfaction of such Condition Precedent, then the performance of

such Condition Precedent will be waived. However, if the waiver of such Condition

Precedent is of such an importance that it cannot in all probability be waived, then instead

of waiving any of the Conditions Precedent, the other Party may (at its discretion) extend

the time for the fulfilment of that particular Condition Precedent.

3.3.3 Upon satisfaction of the Conditions Precedent or waiver by the other Party, each Party

shall give written notice to the other Party, with documentary evidence, that the

Conditions Precedent have been fulfilled or waived, as the case may be. The date of

satisfaction of conditions precedent or waiver thereof will be the effective Date.

3.4. Obligations of JBVNL

3.4.1 JBVNL shall be responsible to fulfil obligations undertaken by it, including those required

as assistance for installation of the rooftop solar system at the Locations identified by the

Developer under this PPA.

3.4.2 JBVNL shall pay the monthly and any other bills submitted by the Developer after due

verification.

3.4.3 JBVNL shall pay the termination payment, if required, as per the terms of this PPA order.

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3.4.4 The JBVNL shall be responsible for providing and maintaining connectivity on long term

basis, from the Delivery Points to its grid/ receiving substation(s). All charges in obtaining

and maintaining such connectivity shall be borne by the JBVNL for the entire term of this

Agreement. Loss and charges (if any) beyond the delivery point shall be borne by the

JBVNL.

3.4.5 Delay or failure by the Buying Entity in providing or maintaining the Connectivity as

required, shall not relieve Buying Entity from the Tariff payment obligations to developer

which shall commence from the date of supply of power by rooftop solar power plant

subject to clause 4.5

3.4.6 Fulfil all the obligations undertaken by Buying Entity under this Agreement

3.5. Obligations of Developer

3.5.1 Developer undertakes to be responsible, at its own cost and risk, for the following:

i. to take all approvals including consents required under state regulations, building

codes, approvals required from JBVNL, etc. relating to installation, operation &

maintenance of the Project in full force and effect during the Term of this PPA;

ii. to sell all the electricity from the project to JBVNL and not to sell the same to any

third party;

iii. to arrange for required funds for undertaking the project;

iv. to undertake regular operation and maintenance of the rooftop solar project and the

interconnection facilities as per the specifications and requirements of JBVNL, as

notified to the Developer, in accordance with Prudent Utility Practices;

v. to make payments to government of any taxes, cess, duties or levies collected on sell

of the electricity generated by rooftop solar system . For the avoidance of doubt, all

taxes, cess, duties or levies on the purchase of energy generated from the rooftop

solar system shall be to the account of JBVNL;

vi. to own the project throughout the Term of the PPA and not to assign any of its

obligations under this Agreement or the RFP documents without the prior written

consent of JBVNL;

vii. to provide information to JBVNL on the identified Locations for installation of

rooftop solar systems;

3.5.2 The following obligations will be applicable to the Developer as a Selected Bidder under

this PPA.

i. If the Selected Bidder is a consortium of members and has incorporated a special

purpose vehicle, which is the Developer for the purpose of this PPA, then the lead

member of the consortium shall hold at least fifty one percent (51%) of equity stake

in the SPV/developer for a period of up to two (2) years from the last rooftop solar

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system commissioned under the project and 26% for a period of three (3) years

thereafter. Further the technical or financial member (who is not the lead member)

shall hold at least 26% of equity stake in the SPV/developer for a period of up to two

(2) years from the last rooftop solar system commissioned under the project.

ii. If the Selected Bidder is an independent bidder and has incorporated a special

purpose vehicle, which is the Developer for the purpose of this PPA, then the

Selected Independent Bidder will hold at least 51% of the equity share in the

SPV/Developer, commencing on the incorporation of the SPV/Developer and

continue to hold it for a period of up to two years from the last rooftop solar system

commissioned under the project

3.5.3 Developer shall be responsible for the restoration, cleaning the Locations and removing

the panels and equipment upon termination of the PPA as per the e-waste disposal rules in

force.

3.5.4 Developer shall open their local offices in Jharkhand within one month of signing the LoI

and shall provide the details to JBVNL.

3.5.5 Developer shall appoint a nodal person, who will act as a single point of contact for all

communication and provide the name of the authorized representative to JBVNL.

16

4. ARTICLE – CONSTRUCTION, INSTALLATION,

COMMISSIONING AND OPERATION AND

MAINTENANCE OF ROOFTOP SOLAR POWER

PROJECT

4.1. Condition Subsequent of JBVNL

4.1.1 JBVNL shall provide Letter of Credit (LC) as per the clause 9.6.

4.1.2 JBVNL shall support the Developer in development of rooftop solar power project.

4.1.3 JBVNL shall support the Developer in consumer acquisition and shall provide the details

of the consumers who approached JBVNL for the implementation of the rooftop solar

systems under RESCO mode.

4.1.4 JBVNL shall conduct awareness campaign programmes amongst its consumers for the

promotion of rooftop solar deployment.

4.2. Condition Subsequent of the Developer

4.2.1 Developer shall be accountable for submission of below mentioned details to JBVNL as per

the schedule given in the clause 4.5.4

i. Tripartite Agreement along with the details of the consumers;

ii. Details of systems;

iii. Metering application;

iv. Any such other condition/application as indicated in the RFP but not specified

above.

4.2.2 Developer shall undertake successful completion of allocated rooftop solar power project

capacity in phase manner indicated under RFP and this PPA.

4.3. Consequences of non-fulfilment of conditions subsequent

4.3.1 If the Developer fails to fulfil any one or more of the conditions specified in the clause 4.2

due to any Force Majeure Event, the time period for fulfilment of the conditions

subsequent by developer, shall be appropriately extended. Accordingly, any delay in the

fulfilment of Conditions subsequent by JBVNL, as mentioned under the clause 4.1, shall

also eligible to appropriate extension in the time period for fulfilment of the conditions. In

such cases, Developer shall send a written information to JBVNL indicating the timelines

to complete the remaining activities along with extended SCOD. However, the extended

SCOD and the timeline to complete the activity shall come into force only after due

approval extended by JBVNL on the request of developer.

17

4.3.2 Except for Force Majeure Event, if the Developer fails to meet the Conditions Subsequent

of the developer, as provided under clause 4.2 above, JBVNL shall give a written notice of

fifteen (15) days, after breach of the timelines as provided under clause 4.5.4 of this PPA, to

the Developer. If Developer fails to meet the Conditions Subsequent of the developer after

the expiry of notice period, the PBG of the developer shall be forfeited by JBVNL.

4.4. Construction Period

4.4.1 Developer shall be responsible for the construction of the rooftop solar power project in

accordance with this PPA, the specifications provided in the RFP documents and

Prudential Utility Practices.

4.4.2 Developer shall minimize inconvenience and interference with the rooftop owner to the

extent practical for the purpose of the construction, operation and maintenance of the

rooftop solar system.

4.4.3 Unless otherwise agreed between the Parties of the Tripartite Agreement, the Developer

shall not: (a) chip the rooftop; or (b) disturb water proofing of the rooftop of a building on

which the rooftop solar system is constructed; or (c) carry out any modification of the

roof/ premise without the prior written consent of rooftop owner and JBVNL.

If any damage (including damages as identified above) is caused to the roof/ premise due

to the Developer (“Damaged Location”), then the same shall be rectified by the Developer

at its own cost. The Developer will ensure that the roof/premise is not drilled (except for

limited purpose of setting up the solar rooftop system). If Developer fails to rectify the

Damaged Location within seven (7) days of notification of the Damaged Location to the

Developer by the rooftop owner or JBVNL, then the rooftop owner or JBVNL may get the

Damaged Location rectified through a third party at the cost of the Developer. If the

Developer fails to reimburse the cost of rectifying the Damaged Location within a period

of seven (7) days, then such expenses will be adjusted by JBVNL from the bills of the

subsequent months and remit the same to the affected party.

4.4.4 All costs of construction of the rooftop solar systems shall be borne by the Developer

including the cost of electricity, water and any other items required if any during the

construction works.

4.4.5 Developer shall submit every month a monthly progress report highlighting the progress

achieved during the previous month till the satisfactory commissioning of entire allocated

capacity.

4.4.6 JBVNL shall be entitled to supervise and inspect the rooftop solar system by giving

reasonable notice to the Developer. The Developer will maintain the Location, and make

available copies of the results of all tests specified in the technical specifications of the RFP

documents, for the inspection of JBVNL. If it is found that the construction works of the

solar rooftop system is not in accordance with the specifications provided in the RFP

18

documents, then JBVNL may seek clarifications/rectification of the works by the

Developer or require the works to be stopped or to comply with the specifications.

4.4.7 Upon completion of construction of rooftop solar system, the Developer shall inform

JBVNL that the construction of the rooftop solar system is completed and the system is

ready to commence. Within fifteen (15) days of the above notification by the Developer,

JBVNL shall conduct testing to certify if rooftop solar system is constructed in accordance

with this PPA and applicable Laws.

4.4.8 Upon testing of rooftop solar system, the Developer shall inform JBVNL to synchronize

the rooftop solar system with the Interconnection Point. Developer shall provide at least

seven (7) days to JBVNL for synchronization of the system. During the synchronization,

JBVNL shall ensure that the rooftop solar system is connected to the Interconnection Point

and record the solar energy meter reading. The Developer shall ensure that the rooftop

solar system meets all the connection conditions prescribed in applicable Laws for

connecting to the Interconnection Point. The equipment required for synchronization of

the rooftop solar system shall be provided by the Developer at its own cost.

4.5. Commissioning Period

4.5.1 On the receipt of notice from the developer for carrying PR test and synchronisation

JBVNL shall nominate one representative to participate in the process of carrying the

commissioning test of the rooftop solar system. The successful completion of PR test and

synchronisation of rooftop solar system with the grid will lead the terming of the system

as “commissioned”.

4.5.2 All costs pertaining to the installation & commissioning tests (including appointment of

Independent Engineer, if required) shall be borne by the Developer and shall not be

recoverable in any form from JBVNL.

Phased Commissioning

4.5.3 Developer shall be entitled to commission the allotted project capacity in phased manner

(“Phased Commissioning”), as specified below. Provided that the capacity to be

commissioned in respective phase shall be commissioned no later than the SCOD of that

phase. The Developer shall adhere to the following Commissioning Schedule:

First phase: 25% of the allocated capacity of rooftop solar power project shall be

commissioned within Nine (9) months from the Effective Date;

Second phase: 25% of the allocated project capacity aggregating to 50% (Phase 1+ Phase 2)

of rooftop solar power project shall be commissioned within Twelve (12) months from the

Effective Date.

Third phase: 50% of the allocated capacity aggregating to 100% (Phase 1+ Phase 2+ Phase

3) of rooftop solar power project shall be commissioned within Fifteen (15) months from

the Effective Date;-

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4.5.3.1 In case the reasons, as provided under the clause 5.2.1 of RFP, attributed to delay in

achievement of COD as per the scheduled commercial operation date as indicated

under clause 5.1 of RFP is not acceptable by JBVNL consequences of not achieving the

COD of the rooftop solar systems under that phase shall be govern as per below.

4.5.3.1.1 The JBVNL reserves the right to take away the unfinished/remaining quantum of

work under that phase from the developer who has not achieved the target (say

developer “A”) and reallocate it to some other selected bidder who has surpassed his

target during that corresponding phase. Further, the entire PBG amount of developer

A who has failed to complete his allocated capacity under phase 1 shall also be

forfeited.

However, if the number of bidders who have surpassed the target during that phase

and interested to take the reallocation work is more than one than the total work to be

reallocated shall be distributed amongst the interested developers in the ratio of their

contracted capacity.

4.5.3.1.2 However, the selected bidder who will be provided this reallocated capacity must

match the tariff as quoted under this project from which the unfinished/remaining

capacity is being allocated to the selected bidder. However, the selected bidder will

have to make available the PBG to JBVNL for the quantum of work being reallocated

to the bidder. The amount of PBG shall be determined on prorated basis for the

quantum of work being reallocated under this section.

4.5.3.1.3 JBVNL shall also provide the timeline to the developer, to whom the reallocated

capacity has been provided, for completion of the work of reallocated capacity.

4.5.3.1.4 Provided further the selected bidder identified under clause 5.2.2.1 fails to complete

the reallocated capacity work within the timeline provided by JBVNL the PBG

amount that has been made available against the reallocated work shall be forfeited

4.5.3.1.5 The entire PBG amount of the developer who has failed to achieve the COD of the

work allocated to developer as per the SCOD as indicated under clause 5.1 and the

reason for delay provided for non-achievement of SCOD under clause 5.2.1 is not

accepted by JBVNL, shall be forfeited.

For example – Developer A is allotted rooftop solar project capacity of 1 MW. The

phase schedule for completion of the entire work is

Phase 1: 250 kW

Phase 2: 250 kW

Phase 3: 500 kW

20

If during the first phase i.e. nine (9) months if the developer completes only 200 kW

then remaining 50 kW (250 kW of phase 1 -200 kW work completed) shall be taken

away from him and reallocated to some other willing developer i.e. developer B.

Further the entire PBG amount of developer A who has failed to complete his

allocated capacity under phase 1 shall also be forfeited.

Now the developer B shall have to complete the reallocated 50 kW capacity along

with his own commitment of second phase work before the expiry of the time line as

provided by JBVNL for completion of this reallocated work. Against the reallocated

50 kW capacity developer B shall furnish additional PBG. If developer B fails to

complete the work reallocated 50 kWp capacity within the expiry of the timeline

suggested by JBVNL, the PBG amount made available for getting the 50 kW

reallocated capacity shall be forfeited.

4.5.4 Developer shall provide details of documents as mentioned in the clause 4.2.1 to JBVNL in

accordance with the clause 4.5.3 of Phase Commissioning and table provided below:

Details to be

submitted to JBVNL First Phase

Second Phase Third Phase

Capacity to be

Commissioned

Commission at least

25% of the allocated

capacity of rooftop

solar power project

Commission

cumulative 50%

(capacity

commissioned

during phase 1) of

allocated rooftop

solar power project

capacity

Commission

cumulative 100%

(including capacity

commissioned

during phase 1 and

phase 2) of allocated

rooftop solar power

project capacity

Metering application

and interconnection

plan

No later than thirty

days (30) before the

end of the phase

developer shall

provide the details of

25% of project

allocated capacity to

be commission under

this phase.



end of the phase

developer shall


25% of project


be commission under

this phase.



end of the phase

developer shall


50% of project


be commission under

this phase.

.

21

4.5.5 Within 5 (five) days after the receipt of the notice for Phased Commissioning referred to in

Clause 4.5.4 above, JBVNL shall by a written notice either

i. propose changes to dates for Commissioning of rooftop solar system; or

ii. agree to the dates for Phased Commissioning proposed by the Developer;

Provided that JBVNL shall be entitled to propose changes to the Developer‟s dates for

Commissioning on the ground that, in accordance with Prudent Utility Practice,

JBVNL‟s distribution grid cannot accommodate electricity from one or more systems

identified by the Developer;

Provided further that JBVNL shall not have the right to defer the date(s) beyond a

period of thirty (30) days from the date(s) mentioned in the notice.

4.5.6 Provided further that the Developer shall be entitled to amend such interconnection plan

with the consent of JBVNL.

Deemed Commissioning

4.5.7 If the Commissioning Test for rooftop solar system will not take place on expiry of seven

(7) days as per the clause 4.5.1, for any reason attributable to JBVNL, including due to non-

availability of distribution grid for Interconnection, or lack of capacity of the distribution

grid to support electricity for conducting the Commissioning Tests, or absence of JBVNL‟s

representative for Commissioning Tests, the particular rooftop solar system shall be

deemed to have been Commissioned (“Deemed Commissioning”) on the date mentioned

in the notice for the purpose of Deemed Generation as discussed in Article 5.

4.5.8 Developer shall undertake Commissioning Test on rooftop solar system that have been

Deemed Commissioned within such time as is considered reasonable by the

JBVNL/Independent Engineer in accordance with Prudent Utility Practices, once the cause

attributable to JBVNL that resulted in the rooftop solar system being Deemed

Commissioned has ceased.

4.5.9 Provided further if the rooftop solar system fails the Commissioning Tests, the Developer

shall refund the amount equivalent to half of the amount obtained by the developer under

deemed generation and paid by JBVNL pursuant to the clause 5.1.1 for the Deemed

Commissioning Period within thirty (30) days after the date of failure of such

Commissioning Tests, together with interest thereon at 2%. If the solar PV rooftop system

successfully passes the Commissioning Tests, the solar PV rooftop system shall be

considered Commissioned for the purposes of this PPA from the date it was Deemed

Commissioned.

Provided further if rooftop solar system fails the commissioning test the second time then

the developer shall be liable to refund the entire amount paid by JBVNL under deemed

generation compensation together with interest Theron at 2%.

22

Provided further no deemed generation compensation shall be paid to the developer for

the duration between failure of the first commissioning test and conduct of commissioning

test for second time

4.5.10 Developer shall provide JBVNL information regarding electricity generated during testing,

commissioning, and synchronization.

4.5.11 Upon the occurrence of an Emergency, JBVNL reserves the right, in order to ensure safe

operation of the distribution grid in accordance with the Distribution Code, Applicable

Law and directions/regulations of JSERC, to shut down the line and not accept any

electricity from any rooftop solar system that is affected by the Emergency. JBVNL shall

provide such right by written notice to the Developer. In case JBVNL cannot issue the

notice prior to the Emergency, then immediately after the Emergency shall provide written

information to the Developer.

Upon JBVNL exercising such right, the Developer shall suitably back down its generation

from the rooftop solar system. JBVNL will, however, make reasonable endeavours to

remedy such Emergency, and bring back normalcy at the earliest. JBVNL shall have no

liability to the Developer in such circumstances.

4.6. Liquidated damages for delay in achieving the COD

4.6.1 Developer shall achieve the COD within SCOD. If the COD is not achieved by the

Developer in event of (i) Force Majeure or (ii) for any reason which is beyond the control of

the Developer, then the Developer will give a written notice to the JBVNL. Further, JBVNL

upon satisfaction with the provided cause, will grant extension of the SCOD.

4.6.2 If the Developer fails to Commission the rooftop solar power project on or before the

SCOD for any other reasons as provided in the clause 4.6.1, JBVNL shall be entitled for the

compensation from the Developer by way of liquidated damages pursuant to the clause

4.5.3 of this PPA.

4.7. Operation and Maintenance Period

4.7.1 The Parties shall comply with the RFP documents, this PPA and applicable Laws

including, in particular, grid code as amended from time to time regarding operation and

maintenance of the rooftop solar systems and all matters incidental thereto.

4.7.2 Developer shall maintain shadow free area for the rooftop solar systems. Trees or any

other object causing hindrance to the shadow free operation of the systems shall be

removed under the supervision of JBVNL and with the permission of appropriate

authorities/rooftop owners.

4.7.3 Developer shall maintain the rooftop solar project to achieve a minimum annual Capacity

Utilisation Factor (CUF) of 15%. Developer shall submit biannually operation and

maintenance report to JBVNL. The report shall be submitted within first seven (7) days of

the expiry of the half yearly period commencing from COD.

23

4.7.4 CUF of the rooftop solar systems will be measured jointly by the Parties on each

anniversary day of the COD. CUF shall be measured based on solar energy meter reading

or any other mutually agreed mechanism. The date of reading shall be communicated by

the Developer to JBVNL in advance.

Provided that period during which the grid is unavailable leading to loss of lower

generation, shall be excluded for the purpose of calculation of CUF. The unavailability of

grid will be certified by the authorized representative of the JBVNL if any dispute arises, on

application by the Developer.

4.8. Liquidated damages for non-achievement of the capacity utilisation of

the rooftop solar power

4.8.1 If the CUF of the rooftop solar power project is below 15% during a Contract Year on

account of reasons solely attributable to the Developer, it shall mean that Developer is not

performing adequate operation and maintenance of the Project. On this account, the

Developer shall be liable to pay penalty to JBVNL for the shortfall in energy below

contracted CUF level. The amount of such penalty shall be as per the table below:

Sl No Shortfall in Contracted CUF Penalty*

Slab 1 CUF less than 15% but greater than 12.5% 25% of the PPA tariff x

shortfall energy between 15%

to CUF identified

Slab 2 CUF less than 12.5% but greater than 10% 50% of the PPA tariff x

shortfall energy between

12.5% to CUF identified

Slab 3 CUF less than 10% qualifies to be considered as

default case mentioned under

PPA

*Developer may consider replacing the module to maintain the CUF of 15% during the

term of this PPA.

4.8.2 If the CUF of the rooftop solar power project is more than 15%, JBVNL shall purchase a ll

generated energy at the PPA tariff.

4.9. Applicable Tariff

4.9.1 Developer is eligible to receive a Tariff for the solar energy delivered and for the Deemed

Generation. All the clauses for Deemed Generation is provided in Article 5. The Developer

is eligible for Tariff as provided below:

From the Commissioning of respective rooftop solar system up to 25 years: INR [ ] per kWh.

24

5. ARTICLE – DEEMED GENERATION

5.1. Deemed Generation

Except for reasons specified in the clause 4.5.11 and Article 11, if JBVNL fails to offtake

electricity beyond the Interconnection Point for any reason, shall be obliged to pay for the

power that could have been generated by the Developer during the period. This period is

referred as “Deemed Generation” Period under this PPA. Deemed generation shall be

applicable in the following events under this PPA:

5.1.1 Deemed Generation Compensation due to reasons attributed to JBVNL

i. JBVNL shall ensure that all necessary arrangements required for commercial

operation of the rooftop solar systems is made available before the dates decided for

achievement of COD. If the solar plant has been constructed but necessary

arrangements required to be provided by JBVNL has not been provided the delay in

achieving COD of the rooftop solar system shall not be attributed to the developer.

In this case the solar rooftop system shall under consideration shall be deemed to

have been commissioned (“Deemed Commissioning”) on the date mentioned in the

notice for commissioning. The deemed commission system shall be considered to be

available from the date mentioned in the notice provided for Commissioning of the

system for computation of deemed generation as per this PPA.

ii. The period between Deemed Commissioning pursuant to the clause 4.5.6 and the

date on which the Developer resume the Commissioning Test, as determined by

JBVNL/ Independent Engineer pursuant to the clause 4.5.7., is referred as Deemed

Commissioning Period in pursuant to this PPA.

iii. For the Deemed Commissioning Period, compensation for Deemed generation will

be provided to the Developer. JBVNL shall pay the Developer on the basis of

Deemed Generation Compensation Rate, calculated by adopting a CUF of 15%.

iv. Deemed Generation Compensation Rate - 90% of the PPA tariff for the 1st two

years of operation, 80% of the PPA tariff for the 3rd and 4th year of operation, 70% of

the PPA tariff in the 5th, 6th, 7th , 8th and 9th years of operation and 50% of the PPA

tariff from 10th year of operation onwards

5.1.2 Deemed Generation Compensation due to grid outages –

i. If the rooftop solar system is capable of generating power and the JBVNL is not able

to evacuate the power generated from the system due to temporary unviability of

distribution grid, for reasons not attributable to the Developer, provided such events

are not attributable to Force Majeure, then the Developer is eligible for Deemed

Generation compensation, if the number of hours during which the grid is

unavailable exceeds 600 (six hundred) hours in a year and deemed generation

compensation shall be calculated as follows:

25

Provided that no generation compensation will be payable due to unavailability of

grid due to transmission constraints, force majeure conditions or due to backing

down as per the instruction of SLDC, in accordance with the Grid Code and

applicable Laws. Such instructions shall be in writing.

Duration for which Grid is

unavailable

Provision for Deemed Generation

Compensation

Grid unavailability in a contract

year: (only period from 8 am to 4

pm to be counted)

Deemed Generation compensation =

Loss of solar power generation x Deemed

generation

compensation rate as per the clause 5.1.1

Where,

Loss of solar power generation (kWh) =

(Average generation per hour during the

year of the claim) x (number of hours of grid

unavailability – 600 hours - hours of outage

due to Force Majeure condition)

Average generation per hour during the year

(kWh) = (Total generation in the year (kWh))

of the claim / Total hours of generation in the

year)

Inverter/Gross meter data may be utilized to

compute the duration of unavailability of

grid during a day and for the computation of

total hours of generation in the year.

26

6. ARTICLE – RELOCATION/ SHIFTING OF ROOFTOP

SOLAR SYSTEM 6.1. Rooftop owner requests the Developer to relocate the rooftop solar

system

6.1.1 In the event if the rooftop owner requests to relocate rooftop solar system from its

premises, the rooftop owner shall submit a notice in writing to the Developer and JBVNL

before three (3 months) from the likely date of such shifting of system.

6.1.2 The Developer shall vacate the premises of rooftop owner and shall relocate the rooftop

solar system before the lapse of the date indicated by the rooftop owner pursuant to the

clause 6.1.1.

6.1.3 During the period of three (3) months, the Developer shall identify the alternate premises

to install the system.

6.1.4 A time of fifteen (15) days shall be provided to the Developer for shifting of the rooftop

solar system after completion of the said notice period. However, the Developer may shift

the rooftop solar project any time during the said notice period.

6.1.5 All the cost of relocation of the rooftop solar system shall be borne by the rooftop owner,

whereas the responsibility shall lie in the scope of the Developer.

6.1.6 Pursuant to the clause 6.1.4, JBVNL shall support the Developer in facilitating the re-

installation of the system at the new premises, as identified by the Developer.

6.1.7 JBVNL shall compensate the loss of the Developer through Deemed Generation. Provided

that the period of Deemed Generation shall not exceed fifteen (15) days pursuant to the

clause 6.1.4.

6.1.8 JBVNL shall reduce the period of shifting for the calculation of CUF, subject to maximum

of fifteen (15) days.

6.1.9 In case, the Developer not relocate the rooftop solar system within 30 days after the

completion of notice period, the same shall be considered as a case of liquidated damages

to JBVNL and the developer shall be .liable to pay the penalty as per the clause 4.5.3. In

case the developer is not able to identify a new roof owner for installation of relocated

system, the developer shall inform the JBVNL. JBVNL shall reduce the solar capacity being

dismantle to arrive at the readjusted solar installation capacity under this PPA. This

readjusted solar allocated capacity shall come into force from the date on which JBVNL

notify it to the developer. However, time taken for notifying the same by JBVNL shall not

accede 30 days from the date of receipt of information/request from the developer.

27

6.2. Developer requests to relocate the rooftop solar system

6.2.1 In the event if the Developer requests to relocate rooftop solar system from rooftop owner

premises, the Developer shall submit a notice in writing to the rooftop owner and JBVNL,

providing the reasons of shifting, before three (3 months) from the likely date of such

shifting of system.


solar system before the lapse of the date indicted as per the clause 6.2.1.




solar system after completion of the said notice period. However, the Developer may shift

the rooftop solar project any time before the lapse of the date indicted as per clause 6.2.1

6.2.5 All the cost of relocation of the rooftop solar system shall be borne by the Developer.



6.2.7 Pursuant to the clause 6.2.1, Developer shall be eligible for Deemed Generation only in

certain cases, depending on the reason specified in the notice. The Developer shall discuss

the reason for requesting the shift with the rooftop owner and JBVNL. The matter shall be

amicably resolved. However, if it is not resolved, JBVNL‟s decision shall be the final and

applicable to all the Parties.

6.2.8 Pursuant to the clause 6.2.7, JBVNL shall compensate the loss of the Developer through

Deemed Generation. Provided that the period of Deemed Generation shall not exceed

fifteen (15) days pursuant to the clause 6.2.4.




completion of three (3) months‟ notice period, the same shall be considered as a case of

liquidated damages to JBVNL and the developer shall be liable to pay the penalty as per

the clause 4.5.3.

6.3. Developer shall relocate the system due to the poor infrastructure of

JBVNL

6.3.1 In the event the Developer requests to relocate rooftop solar system from for the reasons

attribute to JBVNL, the Developer shall submit a notice in writing to JBVNL and the

rooftop, providing the reasons of shifting, before three (3 months) from the likely date of

such shifting of system.

28


solar system within three (3) months of providing notice as per the clause 6.3.1.




solar system after completion of the said notice period of three (3) months. However, the

Developer may shift the rooftop solar project any time during the said notice period.

6.3.5 All the cost of relocation of the rooftop solar system shall be borne by JBVNL.



6.3.7 JBVNL shall compensate the loss of the Developer through Deemed Generation. Provided

that the period of Deemed Generation shall not exceed fifteen (15) days pursuant to the

clause 6.3.4.




completion of three (3) months‟ notice period, the same shall be considered as a case of

liquidated damages to JBVNL and the developer shall be liable to pay the penalty as per

the clause 4.5.3.

29

7. ARTICLE – DISPATCH 7.1. The rooftop solar systems installed by Developer shall be required to maintain

compliance to the applicable Grid Code requirements and directions, if any, as

specified by Jharkhand State Load Dispatch Centre from time to time in accordance

with applicable Grid Code and Laws

7.2. JBVNL shall commit to purchase one hundred percent (100%) of the solar energy

generated by the rooftop solar systems made available by the Developer to JBVNL at

the Interconnection Point during the tenure of this PPA

7.3. JBVNL shall fulfil RPO from the solar power procured from the Developer at the tariff

specified in this PPA. In any Year, if the annual generation from the rooftop solar

power project is less than CUF of 15%, then the Developer shall be liable to pay

liquidated damages for non-achievement of CUF of the rooftop solar project as per

the clause 4.8.1.

7.4. Developer shall notify JBVNL, at least 3 days prior before suspending the delivery of

solar power for the purpose of maintenance and repair of rooftop solar systems,

other than the case of emergency repairs. Such suspension of the rooftop solar

system will not constitute a breach of this PPA.

30

8. ARTICLE - METERING 8.1. Delivery Point

8.1.1 For Delivery Point in a rooftop solar system a Main Meter/Gross Meter shall be

established as per the Specifications for Metering System (Interconnection and Metering

specifications provided in Annexure 5 and as per JSERC (Rooftop Solar PV Grid

Interactive Systems and Net/Gross Metering) Regulations, 2015 and amendment thereof.

The Main/Gross meter shall be installed in accordance with the metering protocols

currently followed by JBVNL and as per JSERC directions, if any. A schematic of the

interconnection point is provided in Annexure 5.

8.1.2 The Developer shall install Main/Gross Meter for rooftop solar system as per system

requirement. The charges for testing, installation and maintenance of the Main/Gross

Meter shall be borne by the Developer. JBVNL shall own the Main/Gross Meter.

8.1.3 Any change in the Delivery Point effected as per orders of the JSERC or as mutually

agreed between JBVNL and the Developer shall automatically apply to this PPA without

any further action.

8.2. Installation, Inspection & Testing of Meters

8.2.1 The installation, sealing, inspection, calibration, maintenance and testing of Main/Gross

Meter shall be as per the Specification for Metering System and shall also conform to the

Central Electricity Authority (Installation and Operation Meters) Regulation 2006 as

amended from time to time, JSERC (Electricity Supply Code) Regulations, 2015 and

amended from time to time.

8.3. Sealing and Maintenance of Meters

8.3.1 Whenever Main/Gross Meter is to be inspected, tested, adjusted, The Main/Gross Meter

and shall be sealed in the presence of representatives of the Developer and JBVNL.

8.3.2 When a Main/Gross Meter is found to be outside the acceptable limits of accuracy or

otherwise not functioning properly, it shall be repaired, re-calibrated or replaced by the

Developer at its own cost. The repair recalibration or replacement of the meter shall be

undertaken by the developer within thirty (30) days of identification of malfunctioning of

the meter or receipt of notice about the same from the JBVNL, whichever is earlier.

8.3.3 Any seal(s) of Main/Gross Meter shall be broken only by JBVNL‟s representative in the

presence of the Developer‟s representative.

8.3.4 Meters shall be maintained, calibrated, or replaced as per the JSERC (Electricity Supply

Code) Regulations 2015 and its amendment time to time.

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8.4. Meter Reading

8.4.1 The invoice shall be raised based on the remote meter reading and the daily data of the

meter captured remotely and uploaded on JBVNL server. However, in case remote data is

not available the Meter readings shall be taken jointly in the presence of representatives of

both JBVNL and Developer in the first week of the succeeding month. In case, any of the

above Parties is not able to attend the joint meter readings at the time specified above, the

meter readings taken by the other Party shall be considered conclusive and binding on the

Parties.

8.4.2 In the event that a Main/Gross Meter at the Delivery Point is not in service as a result of

maintenance, repairs or testing, then the invoice for the duration for which the main/gross

meter is not in service shall be based on the average of daily generation computed based

on Backup Meter at such Delivery Point shall be used during the period the Main Meter is

not in service.

8.4.3 Any dispute between the Parties in relation to metering, billing and settlement shall be

resolved in accordance with provisions of the Article 16.

8.5. Records

8.5.1 Both Developer and JBVNL shall keep the records and all other data required by each of

them for the purposes of proper administration of this PPA and the operation of the

rooftop solar power project. Developer shall maintain an accurate and up-to-date

operating log of installed rooftop solar systems

i. i. frequency, readings of Main/Gross Meter at Delivery Point and any other data

mutually agreed;

ii. ii. any unusual conditions found during operation/ inspections;

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9. ARTICLE - BILLING AND PAYMENT

9.1. Billing Invoice

9.1.1 Developer shall prepare invoices on a monthly basis for the solar power generated from all

the rooftop solar systems installed by Developer and for Deemed Generation (if

applicable) for immediately preceding Month and shall submit the same to JBVNL by the

Tenth (10) Business Day of the following Month (“Billing date”). The format for billing

invoice is provided at Annexure 7. Invoice shall show the amount of power claimed as

Deemed Generation and Delivered Energy during such Month. The invoice shall also

show any adjustments against shortfall of energy. Based upon such information, the

amount due to be paid by JBVNL shall be determined and stated.

9.2. Payment

9.2.1 JBVNL shall pay monthly bills of Developer through NEFT / RTGS at the designated bank

account. In case JBVNL disputes any Monthly Bill, even then, it shall pay the undisputed

amount within thirty (30) days of receipt of invoice and file a written objection with the

Developer for the disputed amount within ten (10) days of presentation of the bill with the

following information

i. Item disputed, with full details/data and reasons of dispute;

ii. Amount disputed against each item.

9.2.2 The amount of excess/shortfall with respect to the disputed payment based on finally

determined amount will be paid /adjusted.

9.2.3 All payments made by JBVNL shall be appropriated by Developer in the following order

of priority towards:

i. Late Payment Surcharge, payable by the JBVNL, if any;

ii. Unpaid Tariff Invoices starting from the earliest Tariff Invoice payment in respect of

which may be outstanding;

9.3. Other Invoices

Any amount due to either of the Party under this PPA, other than amounts set out in a

Billing Invoice, shall be payable within fifteen (15) days of presentation of a separate

invoice by either Party.

9.4. Late Payment

If JBVNL does not pay the amount due within sixty (60) days from the date of submission

of Monthly Invoice, JBVNL shall be liable to pay a late payment surcharge at the rate of

1.25 % per month on the outstanding amount.

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9.5. Rebate

If JBVNL pays the Billing Invoice of the Developer through any means deemed fit, i.e.

NEFT, or RTGS, or letter of credit or Account transfer or Cheque or any other mode

within one months (30) business days from the date of receipt of Monthly Bill by the

developer, JBVNL shall be entitle for rebate at the rate of 2% on the full amount of the

Billing Invoice by the developer.

9.6. Letter of Credit

9.6.1 JBVNL shall provide a Letter of Credit (LC), issued by a scheduled commercial bank, to

Developer, not later than fifteen (15) days prior to the date at which the Developer

proposes to be achieving Commissioning of the first rooftop solar system. JBVNL shall

provide LC to Developer, as security in respect of payment of the Billing Invoice, The

Developer shall be entitled to draw upon the LC in accordance with the clause 9.6.6.

9.6.2 LC shall be made operative from a date prior to the due date of its first Billing Invoice

under this PPA. LC shall have a term of twelve (12) months and shall be renewed

annually, for an amount equal to:

i. i. for the first year, equal to 105% of the estimated average Monthly Bill amount

based on 15% CUF of the nominal capacity of the rooftop solar systems

commissioned;

ii. ii. for each subsequent year, equal to 105% of the average of the monthly bill of the

preceding 12 months.

9.6.3 All costs relating to opening and maintenance of the LC shall be borne by JBVNL.

However, LC negotiation charges shall be borne and paid by the Developer.

9.6.4 The amount of LC shall be reviewed on the first day of April of each Contract Year for

determination of the average monthly billing and its amount shall be enhanced / reduced

accordingly, based on the principle set out in clause 9.6.2.

9.6.5 The Developer shall not draw upon such LC prior to the date on which the payment

against the invoice submitted is due and shall not make more than one drawl in a month.

If at any time such LC amount falls short of the amount specified in the clause 9.6.2,

JBVNL shall restore such shortfall within seven (7) working days upon the receipt of

information/intimation from the bank or developer, whichever is earlier.

9.6.6 If JBVNL fails to pay a Billing Invoice or part thereof latest by the due date, then the

developer shall be entitled to draw on the LC without any reference or instructions from

JBVNL, an amount equal to such Billing Invoice or part thereof plus Late Payment

Surcharge (if applicable), by presenting to the scheduled bank. For issuing the LC, the

Developer shall furnish following documents to the scheduled bank:

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i. i. a copy of the Billing Invoice which has remained unpaid by JBVNL;

ii. ii. a certificate from the Developer to the effect that such Billing Invoice, or specified

part thereof, is in accordance with the PPA and has remained unpaid beyond the

due date;

iii. iii. calculations of applicable Late Payment Surcharge on amount of Billing Invoice if

any

9.6.7 JBVNL shall ensure that the LC shall be in effect throughout the Term of the PPA and for a

period of 30 days after the termination of this PPA (for whatever reason). The JBVNL shall

renew the LC not later than forty-five (45) days prior to its expiry.

9.7. Billing Disputes

9.7.1 In the event a Party disputes any Billing Invoice or Other Invoice, as the case may be, such

Party (“Owing Party”) shall notify the other Party (“Owned Party”) in writing the amount

in dispute. Provided that if a Party does not dispute a Billing Invoice or the Other Invoice,

as the case may be, within ten (10) days of receiving it, such Billing Invoice shall be taken

as conclusive against that Party.

9.7.2 If the Owing Party disputes the amount payable under a Billing Invoice or Other Invoice,

as the case may be, it shall within ten (10) days of receiving such Billing Invoice or Other

Invoice, as the case may be, issue a notice (the “Invoice Dispute Notice”) to the Owned

Party setting out:

i. i. details of the disputed amount; its estimate of what the correct amount should be;

ii. ii. all written material in support of its claim; and

iii. iii. pay the undisputed or the amount determined under clause 9.2.1 of this PPA to

the Owed Party no later than the Due Date.

9.7.3 If the Owed Party agrees to the claim raised in the Invoice Dispute Notice issued pursuant

to the clause 9.7.2, the Owed Party shall revise such Billing Invoice within seven (7) days of

receiving such notice and if the Owing Party has already made the excess payment, refund

to the Owing Party such excess amount within fifteen (15) days of receiving such notice.

9.7.4 If the Owed Party does not agree to the claim raised in the Invoice Dispute Notice issued

pursuant to the clause 9.7.2, it shall, within ten (10) days of receiving the Invoice Dispute

Notice, furnish a reply to the Owing Party providing:

i. i. reasons for its disagreement;

ii. ii. its estimate of what the correct amount should be; and

iii. iii. all written material in support of its counter-claim.

9.7.5 Upon receipt of reply of disagreement to the Invoice Dispute Notice under the clause 9.7.4,

authorised representative(s) of each Party shall meet and make best endeavours to

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amicably resolve such dispute. The authorised representative of JBVNL shall be the

Superintendent Engineer of the sub-station to which the rooftop solar system is connected.

9.7.6 If the Parties are unable to resolve the dispute amicably within fifteen (15) days of receipt

of reply of disagreement to the Invoice Dispute Notice pursuant to clause 9.7.4, the matter

shall be referred to Dispute Resolution in accordance with Article 16.

9.7.7 Upon resolution of the dispute, in case the Developer is subsequently found to have

overcharged, then it shall return the overcharged amount with an interest of 1.25% per

month of the overcharged amount, for the period it retained the additional amount.

Provided that either Party shall refund the amount, if any incorrectly charged and

collected from the disputing Party or pay as required, within seven (7) days of the

settlement of the dispute.

9.7.8 JBVNL or the Developer shall not have the right to challenge any Billing Invoice or Other

Invoice, as the case may be, or to bring any legal or administrative action of any kind

questioning/modifying a Billing Invoice or Other Invoice, as the case may be, after a

period of three years from the Date of issue of Billing Invoice or Other Invoice, as the case

may be.

9.8. Rent payment surety to Rooftop owner(s)

9.8.1 Developer shall ensure that the payment of rent amount to the consumer(s) of JBVNL, on

whose premises the rooftop solar systems has been installed, is done within thirty (30) days

of end of the month. Developer shall furnish the details as per Annexure No 8

9.8.2 Along with the invoice of a particular month the developer shall make available the details

of consumer wise roof rent payment made for a month preceding the month of the invoice.

In case the payment of roof rent, for the month preceding the month of invoice of any

consumer is withheld the reasons for withholding the payment shall also be made available

along with the invoice in discussion.

9.8.3 If JBVNL finds that the reasons attributed for holding the roof rent payment, of any

consumer, by the developer is unacceptable, JBVNL shall deduct the cumulative amount

of roof rent of all the consumers against whom reason attributed is unacceptable to JBVNL.

The amount under dispute shall be released by JBVNL within thirty (30) days from the

date the developer makes available the documentary evidence establishing release of

payment to the consumer whose roof rent was withheld for reasons considered

unacceptable by JBVNL.

For Example;

Along with the invoice of May (which is to be submitted to JBVNL by 10 th of June) the

following information‟s related to payment of roof rent of consumers for the month of

April is to be submitted.

Total No of consumers on whose premises rooftop solar has been installed= 100

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Number of consumer(s) whose roof rent has been released =70

Number of consumer(s) whose roof rent has not been released =30

Reasons for non-release of roof rent for these thirty consumers shall be provided.

Number of consumers against whom the reason provided by the developer for non-

release of roof rent is found unacceptable by JBVNL = 20

JBVNL shall withhold an amount equal to the cumulative roof rent amount of these

twenty consumers while releasing the amount indicated in invoice for the month of May.

This withheld amount shall be released by JBVNL when developers submit documentary

evidence establishing the release of roof rent payment to these twenty (20) consumers

Before withholding the amount JBVNL shall notify the developer the reason for withholding the

amount and details of the consumers against whom the reason provided by developer, for

withholding the roof rent amount, was found unacceptable to the developer.

Along with the submission of invoice for May the developer shall make available the details of

the payment of roof rent to each consumer and reasons for non-release of payment to consumer,

if any

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10. ARTICLE - INSURANCES

10.1. Insurances

The Developer shall maintain at its own costs, throughout the Term of PPA and any

extensions thereof all mandatory insurance coverage for adequate amount including but

not restricted to, theft, damages, comprehensive general liability insurance covering the

rooftop solar power project and accidental losses, bodily harm, injury, death of all

individuals employed/assigned by the Developer to perform the services required under

this PPA.

10.2. Application of Insurance Proceeds

10.2.1 Except the clause 10.2.2 of this PPA, the proceeds of any insurance claim made due to loss

or damage to the rooftop solar power project shall be first applied to restoration,

replacement or renewal or making good of such loss or damage of the rooftop solar power

project. If the Insurance claim is not sufficient to restore the rooftop solar power project,

the Developer will be responsible for restoring the project at its own cost.

10.2.2 If a Force Majeure Event renders the rooftop solar power project no longer economically

and technically viable and the insurers under the respective Insurances make payment on

a “total loss” or equivalent basis, JBVNL shall have no claim on such proceeds of such

Insurance.

10.3. Effect on liability of JBVNL

10.3.1 Notwithstanding any liability or obligation that may arise under this PPA, any loss,

damage, liability, payment, obligation or expense which is insured or not or for which the

Developer can claim compensation, under any Insurance shall not be charged to or

payable by JBVNL.

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11. ARTICLE - FORCE MAJEURE

11.1. Definitions

11.1.1 Affected Party

i. i. An Affected Party means Developer whose performance has been affected by an

event of Force Majeure.

ii. Ii. An event of Force Majeure affecting JBVNL, which has affected the

interconnection facilities, shall be deemed to be an event of Force Majeure affecting

the Developer.

iii. Iii. Any event of Force Majeure affecting the performance of the Developer‟s

contractors shall be deemed to be an event of Force Majeure affecting Developer only

if the Force Majeure event is affecting and resulting in:

a. late delivery of plant, machinery solar rooftop power project, equipment,

materials, spare parts, fuel, water or consumables for the solar rooftop power

project; or

b. a delay in the performance of any of the Developer‟s contractors for other works

associated with solar rooftop power project

11.1.2 Force Majeure Event

A „Force Majeure‟ means any event or circumstance or combination of events and

circumstances that prevents performance by a Party of its obligations under this PPA

order, but only if and to the extent that such events or circumstances are not within the

reasonable control, and not due to fault or negligence of any Party and could not have

been prevented, avoided or overcome even if the Affected Party had taken reasonable care

or complied with Prudent Utility Practices.

Force Majeure Events shall include to the following events to the extent they satisfy the

foregoing requirements:

i. acts of God, including but not limited to lightning, earthquake, volcanic eruption,

landslide, flood, cyclone, typhoon, tornado;

ii. any lockdown, or emergency situations due to outbreak of a disease that has

Pandemic/ Epidemic spread;

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

foreign enemy, blockade, embargo, revolution, riot, insurrection, terrorist or military

action;

iv. any requirement, action or omission to act pursuant to any judgment or order of any

court or judicial authority in India (provided such requirement, action or omission to

39

act is not due to the breach by the Developer or JBVNL) of any Law or any of their

respective obligations under this PPA;

v. expropriation and/or compulsory acquisition of the Project in whole or in part by

Government of Jharkhand or Statutory Entity in the State of Jharkhand;

vi. radioactive contamination or ionising radiation originating from a source in India or

resulting from another Force Majeure Event excluding circumstances where the

source or cause of contamination or radiation is brought or has been brought into or

near the Project Site by the Affected Party or those employed or engaged by the

Affected Party; or

vii. Industry wide strikes and labour disturbances having a nationwide impact in India.

11.2. Force Majeure Exclusions:

Force Majeure Event shall not include the following conditions, except to the extent that

they are consequences of a Force Majeure Event:

i. Unavailability, late delivery or change in cost of plant and machineries, equipment,

materials, spares parts or consumables required for the Project;

ii. Delay in performance of any contractor / sub-contractor or their agents;

iii. Non-performance resulting from normal wear and tear of plant, materials or

equipment;

iv. strike or labour disturbances at the facilities of Affected Party;

v. Insufficiency of finances or funds or PPA becoming tedious to perform;

vi. Non-performance caused by, or concerned with, the Affected Party‟s‟ negligent and

intentional acts, errors or omissions;

vii. Failure to comply with Law; or

viii. Default by Any Party under this PPA

11.3. Notification of Force Majeure Event

11.3.1 On the occurrence of Force Majeure Event, the Affected Party shall give a written notice to

other Party about the Event as soon as reasonably practicable, but within seven (7) days,

after the date on which the Affected Party knew or should reasonably have known of the

commencement of the Force Majeure Event.

11.3.2 If any Force Majeure Event results in a breakdown of communication rending it not

reasonable to give notice within the applicable time limit specified herein, then the

Affected Party shall give notice as soon as reasonably practicable after reinstatement of

communication system, but not later than three days after such reinstatement. Such notice

shall include full particulars of the Force Majeure Event, its effects on the Affected Party

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and the remedial measures proposed, and 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 situation.

11.3.3 The Affected Party shall give notice to the other Party of i) the cessation of the relevant

Force Majeure Event; and ii) the cessation of the effects of such Force Majeure Event on the

performance of its rights or obligations under this PPA order, as soon as practicable after

becoming aware of each of these cessations.

11.3.4 In case of delay in Payment due to Force Majeure, Affected Party shall have inform the

other Party and make payment as soon as effect of Force Majeure shall be ended on

Affected Party payment obligation.

11.4. Obligation to Perform

To the extent not prevented by a Force Majeure Event, the Affected Party shall continue to

perform its obligations pursuant to this PPA order. The Affected Party shall use its

reasonable efforts to mitigate the effect of any Force Majeure.

11.5. Consequences of Force Majeure Event

11.5.1 In any Force Majeure Event, neither Party shall be responsible nor liable for failure to

perform its obligations under this PPA order, provided that a Force Majeure Event shall

not release a party of its obligations to pay any amounts that is otherwise liable to pay to

the other Party under this PPA order.

11.5.2 No Party shall be in breach of its obligations pursuant to this PPA order except to the

extent that the performance of its obligations was prevented, hindered or delayed due to a

Force Majeure Event.

11.5.3 Affected Party shall be entitled to claim relief in its obligations in relation to a Force

Majeure Event.

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12. ARTICLE - CHANGE IN LAW 12.1. Definitions

"Change in Law" means the occurrence of any of the following events after the Bid

submission date resulting into any additional recurring/ non-recurring expenditure by

the Developer or any income to the Developer:

i. the enactment, coming into effect, adoption, promulgation, amendment,

modification or repeal (without re-enactment or consolidation) in India, of any Law,

including rules and regulations framed pursuant to such Law;

ii. change in the interpretation or application of any Law by any Indian Governmental

Instrumentality having the legal power to interpret or apply such Law, or any

Competent Court of Law;

iii. the imposition of a requirement for obtaining any Consents, Clearances and Permits

which was not required earlier;

iv. change in any Consents, approvals or licenses available or obtained for the Project,

otherwise than for default of the Developer, which results in any change in any cost

of or revenue from the business of selling electricity by the Developer to JBVNL

under the terms of this PPA order;

v. a change in the terms and conditions prescribed for obtaining any Consents or the

inclusion of any new terms or conditions for obtaining such Consents; except due to

any default of the Developer;

vi. any change on account of electricity regulatory measures by the Appropriate

commission/ Authority;

vii. any change in taxes, duties and cess or introduction of any taxes, duties and cess

made applicable for generation and sale/ supply of power by Developer as per the

terms of this PPA order but shall not include: (i) any change in any withholding tax

on income or dividends distributed to the shareholders of the Developer, or (ii)

change in income taxes applicable for the Developer;

12.2. Notification of Change in Law

12.2.1 If the Developer is affected by a Change in Law and wishes to invoke a Change in Law

provision, it shall give notice to JBVNL of such Change in Law as soon as reasonably

practicable after becoming aware of the same or should reasonably have known of the

Change in Law.

12.2.2 Pursuant to Article 12.2.1, the Developer shall be obliged to serve a notice to JBVNL, if it is

beneficially affected by a Change in Law. Without prejudice to the factor of materiality or

other provisions contained in this PPA order, the obligation to inform JBVNL contained

42

herein shall be material. However, in case the Developer has not provided such notice,

JBVNL shall have the right to issue such notice to the Developer.

12.2.3 Any notice served pursuant to Change in Law shall provide, amongst other things, precise

details of:

i. the Change in Law; and

ii. the effects on the Developer of the matters relevant for construction and operation

period for the solar rooftop power project;

12.3. Relief for Change in Law

12.3.1 The affected Party due to Change in Law shall be required to approach the State Electricity

Regulatory Commission, JSERC, for relief under Change in Law.

12.3.2 The decision made by JSERC and the date from which it will become effective shall be final

and obligatory on the Parties. The purpose of the Change in Law protection is to restore

the affected Party to the same economic position, as if no Change in Law occurred. To

evaluate impact of any Change of Law in future, the rates applicable for each component

shall be considered as:

i. Material Component in the capital cost- 80% of the Benchmark capital cost as

notified by MNRE vide notification no. 318/33/2019-Grid Connected Rooftop dated

July 16, 2019 or/and any other notification that may replace or supplement or amend

or extend any or all parts of the aforesaid notification. This will include the cost of

Solar Cells as 26% of the above referred benchmark capital cost

ii. Erection, Installation and Commissioning (I&C) component- 20% of the Benchmark

capital cost and

iii. Yearly operational cost will be considered as 3% of the Benchmark capital cost

The Quoted Tariff would be adjusted as below based on the variations in the capital cost and

operational cost on account of change in law. Adjustment shall be allowed only if the extent of

variation in taxes is beyond the deviations specified in table below:

Variation in

tax due to

Change in Law

Proportionate

adjustments to

the tariff

Effective Timelines

Capital cost

(Adjustments

will be

considered only

if the change is

more than 2.5%)

± X% ± 0.8% If the relevant change

is notified after PPA

Signing Date till 3

months prior to the

Scheduled

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Completion date as

per the terms of PPA

order.

Operational cost

(Adjustments

will be made

only if change is

more than 5%)

± Y% ± 0.1% If the relevant change is

notified after PPA

signing date, adjustments

in tariff shall be provided

till the time such change

is in force.

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13. ARTICLE - EVENTS OF DEFAULT AND TERMINATION

13.1. Events of Default

13.1.1 Developer Event of Default

The occurrence of any of the following events at any time during the PPA term shall

constitute an Event of Default by the Developer unless such an event occurs as a result

of JBVNL‟s Event of Default or due to a Force Majeure Event:

i. failure to achieve COD of the rooftop solar power project within the definite time

period, as defined under the clause 4.5.3 of this PPA order;

ii. failure or refusal by the Developer to perform any of its material obligations under

this PPA order including an O&M Default;

For purposes of this Article, O&M Default shall mean, except for reasons attributable

to Force Majeure, shut down of the rooftop solar power project and/or failure to

generate any power from the project, for a period of not less than 30 continuous

days.

iii. failure to maintain PBG in accordance with terms and conditions defined in this PPA

order and/or RFP;

iv. failure to make any payment required to be made to JBVNL under this PPA order

within three (3) months after the due date of a valid Invoice raised by JBVNL on the

Developer;

v. failure to relocate the rooftop solar system within three (3) months as per the clauses

mentioned in Article 6 of this PPA;

vi. failure to maintain the CUF above 10% as per the clause ---- of this PPA;

vii. If the Developer assigns, mortgages or charges or purports to assign, mortgage or

charge any of its assets or rights related to the rooftop solar power project in

violation of the provisions of this PPA order;

viii. If the Developer transfers or novates any of its rights and/ or obligations under this

PPA order, in a manner contrary to the provisions of this PPA; except where such

transfer

a. 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 PPA order;

b. is to a transferee who assumes such obligations under this PPA order and the

PPA order remains effective with respect to the transferee;

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ix. if the Developer 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,

x. any winding up or bankruptcy or insolvency order is passed against the Developer,

xi. the Developer 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 Developer will not be a Developer‟s

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 or more than the Developer and expressly assumes all

obligations of the Developer under this PPA order and is in a position to perform

them;

xii. the Developer repudiates this PPA order and doesn‟t rectify such breach within a

period of thirty (30) days from a notice from JBVNL; or

xiii. the rooftop solar power project is abandoned by the Developer.

13.1.2 JBVNL‟s Event of Default:

The occurrence of any of the following event at any time during the PPA term shall

constitute an Event of Default by JBVNL unless such an event occurs as a result of the

Developer‟s Event of Default or due to a Force Majeure Event:

i. failure or refusal by JBVNL to perform any of its material obligations under this PPA

order;

ii. failure or refusal by JBVNL to pay any portion of undisputed Billing Invoice for a

period of ninety (90) days after due date or sixty (60) days after settlement of

disputes if any;

iii. failure to furnish or replenish the LC as per terms of this PPA order;

iv. JBVNL repudiates this PPA order; or

v. If JBVNL 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;

vi. any winding up or bankruptcy or insolvency order is passed against JBVNL;

vii. JBVNL 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;

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13.2. Procedure for Event of Default

13.2.1 Procedure in case of Developer‟s Event of Default

13.2.1.1 Upon the occurrence of a Developer‟s Event of Default, JBVNL may deliver a Default

Notice (“JBVNL Default Notice”) to the Developer in writing, which shall specify in

reasonable detail the Event of Default by the Developer giving rise to Developer

Default Notice, and calling upon the Developer to remedy the same.

13.2.1.2 Following the lapse of thirty (30) days from the date of issue of JBVNL Default

Notice, the Consultation Period of thirty (30) 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.

13.2.1.3 During the Consultation Period, the Parties shall continue to perform their

respective obligations under this PPA order.

13.2.1.4 Following the expiry of the Consultation Period, unless the Parties shall have

otherwise agreed to the contrary or the Developer Event of Default giving rise to the

Consultation Period shall have ceased to exist or shall have been remedied, the

Lenders, in the situation that the Lender‟s total debt obligations have not been

satisfied, shall have the right to seek the substitution of the Developer by a Selectee

for the residual period of this PPA order within three (3) months from expiry of the

Consultation Period for the purpose of performing obligations of the Developer.

Such substitution of the Developer by a Selectee shall be as per the procedure

prescribed in this PPA and with prior approval of JBVNL.

13.2.2 Procedure in case of JBVNL‟s Event of Default

13.2.2.1 Upon the occurrence JBVNL Event of Default, the Developer shall have the right to deliver

a Developer Default Notice to JBVNL, which notice shall specify in reasonable detail the

circumstances giving rise to its issues

13.2.2.2 Following the lapse of thirty (30) days from the date of issue of a Developer Default

Notice, the Consultation Period of thirty (30) 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.

13.2.2.3 During the Consultation Period, the Parties shall continue to perform their respective

obligations under this PPA order.

13.2.2.4 Following the expiry of the Consultation Period and unless the Parties shall have

otherwise agreed to the contrary or JBVNL Event of Default giving rise to the Consultation

Period shall have ceased to exist or shall have been remedied, the Developer shall either:

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i. Get the termination payment from the JBVNL and handover the rooftop solar power

project to JBVNL by serving a fifteen (15) days‟ notice to JBVNL (“Developer

Termination Notice”). Termination payment would to be calculated as per below

formula:

Termination payment = Net Asset Value

For first 15 years;

Net Asset Value = Normative Project Cost X [1 – (3% X No. of Operational Years

during first 15 years)]

Normative Project Cost is Benchmark capital cost as notified by MNRE vide

notification no. 318/33/2019-Grid Connected Rooftop dated July 16, 2019 or/and

any other notification that may replace or supplement or amend or extend any or all

parts of the aforesaid notification.

For remaining period of 10 years;

Net Asset Value = Normative Project Cost X [(1 – (3% X No. of Operational Years

during first 15 years) – (5.5% X No. of Operational Years exceeding 15 years)]

Normative Project Cost is Benchmark capital cost as notified by MNRE vide

notification no. 318/33/2019-Grid Connected Rooftop dated July 16, 2019 or/and

any other notification that may replace or supplement or amend or extend any or all

parts of the aforesaid notification.

ii. In case the Developer does not exercise option-I as mentioned above, it can uninstall

the rooftop solar power project from the premises of rooftop owner, takeaway BoS

and get the termination payment from JBVNL as indicated below

Termination payment = 10% of Net Assets Value

The net asset value will be calculated as per the method indicated under option one

above

Developer shall make the roof in original condition existing as before the start of this

Project. This has to be undertaken at Developers cost without any liability to

Procurer.

13.2.2.5 The termination payment shall be deposited within fifteen (days) in the account of the

Developer to clear dues, if any, or directly to the Developer on submission of No Objection

Certificate (No Dues) from the Lender.

13.3. Termination due to Force Majeure

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If the Force Majeure Event or its effects continue to be present beyond the period -------,

either Party shall have the right to cause termination of the PPA. In such an event, this

PPA order shall terminate on the date of such Termination Notice without any liability

to either parties.

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14. ARTICLE - LIABILITY AND INDEMNIFICATION 14.1. Indemnity

Party Each Party (“Indemnifying Party”) shall indemnify, defend and hold the other Party

(“Indemnified”) harmless against:

14.1.1 any and all third party claims against Indemnified Party for any loss of or damage to

property of such third party, or death or injury to such third party, arising out of a breach

by the Indemnifying Party of any of its obligations under this PPA order; except to the

extent that any such claim, action, suit or proceeding has arisen due to a negligent act or

omission, breach of this PPA or breach of statutory duty on the part of Indemnified Party,

its contractors, servants or agents; and

14.1.2 any and all direct and actual losses, direct and actual damages, direct and actual costs and

expenses including reasonable legal costs, fines, penalties and interest actually suffered or

incurred by the Indemnified Party from third party claims arising by reason of (i) breach

by the Indemnifying Party of any of its obligations under this PPA order (provided that

this clause 14.1 shall not apply to such breaches by the Indemnifying Party, for which

specific remedies have been provided for under this PPA), except to the extent that any

such direct and actual losses, direct and actual damages, direct and actual costs and

expenses including reasonable legal costs, fines, penalties and interest (together to

constitute “Indemnifiable Losses”) has arisen due to a negligent act or omission, breach of

this PPA or breach of statutory duty on the part of the Indemnified Party, its contractors,

servants or agents or (ii) any of the representations or warranties of the Indemnifying

Party under this PPA being found to be inaccurate or untrue.

14.2. Procedure for claiming indemnity

14.2.1 Where the Indemnified Party is entitled to indemnification from the Indemnifying Party,

the Indemnified Party shall promptly notify the Indemnifying Party of such claim,

proceeding, action or suit 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, proceeding, action or suit. The Indemnifying Party shall be liable to settle

the indemnification claim within 30 (thirty) days of receipt of the above notice. Provided

however that, if:

i. the Parties choose to contest, defend or litigate such claim, action, suit or

proceedings in accordance with Article 14.2.2 below; and

ii. the claim amount is not required to be paid/deposited to such third party pending

the resolution of the Dispute,

the Indemnifying Party shall become liable to pay the claim amount to the Indemnified

Party or to the third party, as the case may be, promptly following the resolution of the

Dispute, if such Dispute is not settled in favour of the Indemnified Party.

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14.2.2 The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding

for which it is entitled to be indemnified and the Indemnifying Party shall reimburse to the

Indemnified Party all reasonable costs and expenses incurred by the Indemnified party.

However, such Indemnified Party shall not settle or compromise such claim, action, suit or

proceedings without first getting the consent of the Indemnifying Party, which consent

shall not be unreasonably withheld.

An Indemnifying Party may, at its own expense, assume control of the defence of any

proceedings brought against the Indemnified Party if it acknowledges 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. Limitation of Liability

Except as expressly provided in this PPA order, neither the Developer nor JBVNL and

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 special, incidental, indirect or consequential damages or losses,

connected with or resulting from the performance or non-performance of this PPA order,

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

PPA order), any increased expense of, reduction in or loss of power generation production

or equipment used therefore, irrespective of whether such claims are based upon breach

of warranty, tort (including negligence, whether of the JBVL, the Developer or others),

strict liability, contract, breach of statutory duty, operation of law or otherwise. BVNL

shall have no recourse against any officer, director or shareholder of the Developer or any

Affiliate of the Developer or any of its officers, directors or shareholders for such claims

that are excluded under this Article. The Developer shall have no recourse against any

officer, director or shareholder of JBVNL, or any Affiliate of JBVNL or any of its officers,

directors or shareholders for such claims that are excluded under this Article.

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15. ARTICLE - GENERAL COVENANTS 15.1. Developer‟s Covenants

The Developer covenants and agrees to the following:

i. Notice of Damage or Emergency: The Developer shall (a) promptly notify JBVNL if it

becomes aware of any damage to or loss of the use of the rooftop solar power project

or that could reasonably be expected to adversely affect the rooftop solar power

project, (b) immediately notify JBVNL once it becomes aware of any event or

circumstance that poses an imminent risk to human health, the environment, the

rooftop solar power project or the Premises.

The Developer shall promptly take all necessary steps to mitigate the damage or the

circumstances that has been noticed and immediately inform JBVNL about the steps

taken to mitigate the damage or circumstances

ii. Rooftop solar power project Condition: The Developer shall take all actions

reasonably necessary to ensure that the rooftop solar power project is capable of

generation and delivery of solar power at agreed rate as per this PPA. Subject to

there being no JBVNL Default, the Developer shall provide 24X7 onsite / offsite

monitoring and maintenance of the rooftop solar power project throughout the

period of this PPA order at no additional cost.

iii. Consents and Approvals: While undertaking the installation work, solar power and

system operations, the Developer shall obtain and maintain and secure all Consents

and Approvals required to be obtained and maintained and secured by the

Developer and to enable the Developer to perform such obligations as required

under PPA order

iv. Interconnection with JBVNL: The interconnection of the rooftop solar power project

with the network of JBVNL shall be made as per the CEA (Technical standards for

connectivity of distributed generated resources) Regulations or CEA (Technical

standards for connectivity) Regulations as amended from time to time.

v. Health and Safety: The Developer shall take all necessary and reasonable safety

precautions with respect to providing the installation work, solar energy, and system

operations and shall comply with all Applicable Laws pertaining to the health and

safety of persons and personal property.

vi. Electricity, Water and Other requirements for rooftop solar system: Developer shall

arrange electricity, water, and other materials, as per the requirements of the

Developer, for rooftop solar system. The electricity and water connection points may

be provided by rooftop owner at site but bills or charges against such connection

shall be borne by Developer and to be mutually agreed between the Parties.

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15.2. Developer‟s Representatives

15.2.1 During the subsistence of this PPA order, the Developer undertakes to respond to all

questions, concerns, and complaints of JBVNL regarding the rooftop solar power project in

a prompt and efficient manner. The Developer designates the following individual as its

representative pertaining to performance of this PPA order for the period from Effective

date till the COD.

Name:

Address:

Telephone:

E-mail

15.2.2 The Developer designates the following individual as its representative and primary point

of contact pertaining to performance of this PPA order following the COD till Termination

Date.

Name:

Address:

Telephone:

E-mail

15.3. JBVNL‟s Covenants

JBVNL covenants and agrees to the following:

i. Notice of Damage or Emergency: JBVNL shall (a) promptly notify the Developer if it

becomes aware of any damage to or loss of the use of the rooftop solar power project

or that could reasonably be expected to adversely affect the rooftop solar power

project; (b) immediately notify the Developer once it becomes aware of any event or

circumstance that poses an imminent risk to human health, the environment, the

rooftop solar power project or the Premises.

ii. Consents: JBVNL shall cooperate with the Developer to obtain such approvals,

permits, rebates or other financial incentives including those required for installation

of rooftop solar power project at the Premises and to purchase entire solar energy.

However, it would be sole responsibility of Developer to obtain such approvals,

permits, rebates or other financial incentives including those required for installation

of rooftop solar power project at the Premises.

iii. JBVNL should grant similar access/grants/licenses to the Lenders and Lenders

Representative to enable them smooth access to the site for site inspection.

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iv. Security: Rooftop owner shall be responsible for maintaining the physical security of

the solar rooftop plant. Rooftop owner will not conduct activities on, in or about the

Premises that have a reasonable likelihood of causing damage, impairment or

otherwise adversely affecting the rooftop solar power project.

v. Evacuation: JBVNL shall offtake 100% of the solar energy generated, as per PPA

Capacity as agreed under this PPA order, from the Delivery Point(s), and pay all

invoices raised by the Developer under this PPA order by the due date and pay

interest on delayed payments, if any, as per this PPA order.

vi. Grid reliability: JBVNL shall ensure the availability of grid between 8 am to 4 pm

every day to provide at least 1,960 hours of grid availability annually during the said

time period.

15.4. JBVNL‟s Representatives

During the subsistence of this PPA order, JBVNL undertakes to respond to all questions,

concerns, and complaints of the Developer regarding the rooftop solar power project in a

prompt and efficient manner. JBVNL designates the following individual as its

representative pertaining to performance of this PPA during the Term of PPA:

Name: ________________

Designation

Address

Telephone: ____________

E-mail: _______________

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16. ARTICLE - GOVERNING LAW AND DISPUTE

RESOLUTION 16.1. Governing Law

16.1.1 This PPA order 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 PPA order

shall be under the jurisdiction of appropriate courts in Ranchi.

16.2. Amicable Settlement

16.2.1 Either Party is entitled to raise any claim, dispute or difference of whatever nature arising

under, out of or in connection with PPA or RFP (“Dispute”) by giving a written notice

(Dispute Notice) to the other Party, which shall contain:

i. description of the Dispute;

ii. the grounds for such Dispute; and

iii. all written material in support of its claim

16.2.2 The other Party shall, within thirty (30) days of issue of Dispute Notice issued under clause

16.2.1, furnish:

i. counterclaim and defences, if any, regarding the Dispute; and

ii. all written material in support of its defences and counterclaim.

16.2.3 Within thirty (30) days of issue of Dispute Notice by any Party pursuant to the clause

16.2.1 if the other Party does not furnish any counter claim or defence under the clause

16.2.2 or twenty (20) days from the date of furnishing counter claims or defence by the

other Party, the Parties to the Dispute shall meet amicably to settle such Dispute in

accordance with the applicable dispute resolution procedure provided under applicable

clauses.

16.3. Dispute Resolution

16.3.1 Dispute Resolution by the Appropriate Commission

a. 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

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decisions of the Appropriate Commission shall be made only as per the provisions

of the Electricity Act, 2003, as amended from time to time

b. The obligations of the JBVNL under this Agreement towards developers shall not

be affected in any manner by reason of inter-se disputes amongst the Buying

Utility.

16.4. Parties to perform obligations

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

respective obligations (which are not in dispute) under this Agreement

17. ARTICLE - SUBSTITUTION RIGHTS OF LENDERS

17.1. Substitution of the Developer

Subject to the PPA term, upon occurrence of Developer Event of Default under the PPA

order, the Lenders shall, have the right to seek substitution of the Developer by a Selectee,

for the residual period of the PPA term.

The Lenders may seek to exercise right of substitution by an amendment or novation of

the PPA executed between JBVNL and Developer in favour of the Selectee. JBVNL and

the Developer shall cooperate with the Lenders to carry out such substitution.

17.2. Procurer Preliminary Default Notice

JBVNL shall, simultaneously to delivering a JBVNL Preliminary Default Notice to the

Developer, also issue a copy of it to the Lenders.

17.3. Substitution Notice

In the event of failure of the Developer to rectify the Event of Default giving rise to JBVNL

Preliminary Default Notice, the Lenders, upon receipt of a written advice from JBVNL

confirming such failure, either on their own or through its representative (the “Lenders‟

Representative”) shall be entitled to notify JBVNL and the Developer of the intention of

the Lenders to substitute the Developer by the Selectee, meeting or exceeding eligibility

criteria as per RFP Documents, for the residual period of the PPA (the “Substitution

Notice”).

17.4. Interim operation of Plant

On receipt of a Substitution Notice, no further action shall be taken by any Party to

terminate the PPA, except under and in accordance with the terms of this Article.

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Upon the substitution becoming effective, all the rights of the Developer under the PPA

will stand transferred to the Selectee. The Selectee shall, subject to the terms and

conditions of the substitution, have a period of ninety (90) days to rectify any breach and

/ or default of the Developer subsisting on the date of substitution and required to be

rectified and shall incur the liability or consequence on account of any previous breach

and / or default of the Developer.

18. ARTICLE - MISCELLANEOUS PROVISIONS

18.1. Amendment

This PPA order may only be amended or supplemented by a written agreement between

the Parties or their successor and permitted assign and after duly obtaining the approval

of the appropriate authority, if necessary and relevant.

18.2. Third Party Beneficiaries

This PPA order is solely for the benefit of the Parties and their respective successors and

permitted assigns and shall not be construed as creating any duty, standard of care or any

liability to, any person not a party to this PPA.

18.3. Industry Standard

Except as otherwise set forth herein, for the purpose of the PPA, the normal standards of

performance within the solar photovoltaic power generation industry in the relevant

market shall be the measure of whether a Party‟s performance is reasonably and timely.

Unless expressly defined herein, words having well-known technical or trade meaning or

under popular market practice at the time of execution of PPA or meaning under Law

shall be so construed.

18.4. Waiver

No waiver by either Party of any default or breach by the other Party in the performance

of any of the provisions of this PPA shall be effective unless in writing duly executed by

an authorised representative of such Party.

Neither the failure by either Party to insist on any occasion upon the performance of the

terms, conditions and provisions of this PPA nor time or other indulgence granted by one

Party to the other Parties shall act as a waiver of such breach or acceptance of any

variation or the relinquishment of any such right or any other right under this PPA, which

shall remain in full force and effect.

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18.5. Entirety

This PPA and the Annexures are intended by the Parties as the final expression of their

PPA and are intended also as a complete and exclusive statement of the terms of their

PPA.

Except as provided in this PPA, all prior written or oral understandings, offers or other

communications of every kind pertaining to this PPA or the sale or purchase of solar

power under this PPA to JBVNL by the Developer shall stand superseded and abrogated.

18.6. Confidentiality

The Parties undertake to hold in confidence this PPA and not to disclose the terms and

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

i. to their professional advisors;

ii. 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

iii. disclosures required under Law.

iv. without the prior written consent of the other Party.

Provided that the Developer agrees and acknowledges that JBVNL may at any time,

disclose the terms and conditions of the PPA to any person, to the extent stipulated under

the Law.

18.7. Affirmation

The Developer and JBVNL, each affirm that:

i. neither it nor its respective directors, employees, or agents has paid or undertaken to

pay or shall in the future pay any unlawful commission, bribe, pay-off or kick-back;

and

ii. it has not in any other manner paid any sums, whether in Indian currency or foreign

currency and whether in India or abroad to the other Party to procure this PPA, and

the Developer and JBVNL hereby undertake not to engage in any similar acts during

the Term of PPA.

18.8. Severability

The invalidity or unenforceability, for any reason, of any part of this PPA shall not

prejudice or affect the validity or enforceability of the remainder of this PPA, unless the

part held invalid or unenforceable is fundamental to this PPA or remainder of this PPA.

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18.9. No Partnership

None of the provisions of this PPA shall constitute a partnership or agency or any such

similar relationship between the Developer and JBVNL.

18.10. Notices

All notices or other communications which are required to be given under this PPA shall

be in writing and in the English language.

If to the Developer, all notices or other communications which are required must be

delivered personally or by registered post or e-mail or any other method duly

acknowledged to the address below:

Address :

Attention:

Email:

Telephone No:

If to JBVNL, all notices or communications must be delivered personally or by registered

post or facsimile or any other mode duly acknowledged to the address below:

Address :

Attention :

Email :

Telephone No. :

All notices or communications given by e-mail or post 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.

Any Party may by notice of at least fifteen (15) Days to the other Party change the address

and/or addresses to which such notices and communications to it are to be delivered or

mailed.

18.11. Language

All correspondence and communications between the Parties relating to this PPA and all

other documentation to be prepared and supplied under the PPA shall be written in

English, and the PPA shall be construed and interpreted in accordance with English

language convention and practice.

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If any of the correspondence, communications or documents is prepared in any language

other than English, the English translation of such correspondence, communications or

documents shall prevail in matters of interpretation.

18.12. Breach of Obligations

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

result in injuries as per Law. The Parties further acknowledge that the amount of the

liquidated damages or the method of calculating the liquidated damages specified in this

PPA 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 PPA.

18.13. Commercial Acts

JBVNL and the Developer unconditionally and irrevocably agree that the execution,

delivery and performance by each of them of this PPA to which it is a Party constitute

private and commercial acts rather than public or governmental acts.

18.14. Independent Entity

The Developer shall be an independent entity performing its obligations pursuant to the

PPA or/ and RFP Documents.

Subject to the provisions of the PPA or/ and RFP Documents, the Developer shall be

solely responsible for the manner in which its obligations under this PPA or/ and RFP

Documents are to be performed. All employees and representatives of the Developer or

contractors engaged by the Developer in connection with the performance of the PPA or/

and RFP Documents shall be under the complete control of the Developer and shall not be

deemed to be employees, representatives, contractors of JBVNL and nothing contained in

the PPA or/ and RFP Documents or in any PPA or contract awarded by the Developer

shall be construed to create any contractual relationship between any such employees,

representatives or contractors and JBVNL.

18.15. Taxes and Duties

The Developer shall bear and promptly pay all statutory taxes, duties, levies and cess,

assessed/ levied on the Developer, contractors or their employees, which are required to

be paid by the Developer as per the Law in relation to the execution of the PPA or/ and

RFP Documents and for generation/ supply/ sale of solar energy as per the terms of this

PPA or/ and RFP Documents.

JBVNL shall be indemnified and held harmless by the Developer against any claims that

may be made against JBVNL in relation to the matters set out under clause 18.1 of this

PPA. JBVNL shall not be liable for any payment of, taxes, duties, levies, cess whatsoever

for discharging any obligation of the Developer.

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18.16. Compliance with Law

Despite anything contained in this PPA but without prejudice to this Article, if any

provision of this PPA shall be in deviation or inconsistent with or repugnant to the

provisions contained in the Electricity Act, 2003, or any rules and regulations made there

under, such provision of this PPA shall be deemed to be amended to the extent required

to bring it into compliance with the aforesaid relevant provisions as amended from time

to time.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their

fully authorised officers, and copies delivered to each Party, as of the day and year first above

stated.

FOR AND ON BEHALF OF THE

DEVELOPER

Authorised Signatory

WITNESSES

1.________________________

( )

2.________________________

( )

FOR AND ON BEHALF OF JBVNL

Authorised Signatory

WITNESSES

1.________________________

( )

2.________________________

( )

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Annexure 1

PROJECT DEVELOPMENT PARAMETERS AND TECHNICAL LIMITS OF SUPPLY

I. PROJECT DEVELOPMENT

The Developer shall be obligated to perform following Scope of Work in relation to the Project.

The Scope of Work of the Developer includes, but is not limited to, the following:

A. Design, erect, install, test, commission, operate and maintain grid connected rooftop solar

PV power plants of allocated project capacity of ------- MW, which includes, but is not

limited to the following:

a. Solar PV modules.

b. Mounting frames, structures, array foundation (grouting on terrace), earthing grid

design, and module inter-connection.

c. All System Junction boxes.

d. Power Conditioning Units (PCU) with monitoring.

e. Appropriate AC power evacuation panels or inverters, according to Project Site

requirements, with bus bars (in-built or otherwise) and circuit breakers.

f. Protection/isolation systems.

g. Power and Control Cables.

h. Earthing system for PV Array, DC power system, lightning protection system.

i. Transportation, unloading, and loading of all equipment at Project Site.

j. Project Management including adherence to all requisite safety practices.

k. MPPT – Max power point tracking built in the PCU

l. Making arrangements for water in the plant area for module cleaning along with

cleaning mechanism;

B. Installation and Commissioning grid connected rooftop solar PV power plants of allocated

project capacity of ------- MW, that includes:

a. Design and construction of foundations / grouting for holding module mounting

structures without puncturing the roof; maintaining proper drainage of rainwater over

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terrace through the installation area; cable routings through PVC pipes not obstructing

the movement on the terrace.

b. All drawings shall conform to relevant IS standards.

c. Special care to be taken while designing all structures for modules to cater to heavy

rainfall, strong winds and earthquake that may be prevalent in the area.

d. Test running of the grid-connected solar Facility including load trials at Project Site,

prior to handover to JBVNL and commencing energy export for metering.

e. Grid commissioning; the plant needs to be grid interactive. Interconnection points to be

checked and certified by JBVNL for accuracy and safety.

f. Installation of Main Meter and Back up Meter shall be done by the Developer and the

Developer shall submit drawings for grid interface for each individual power pack and

get approved prior to commencement of work on Project Site.

g. Commissioning certificate from relevant authorities for the Facility.

C. General Instructions

a. Construction of cleaning facilities shall be the responsibility of the Developer.

b. Security, safety, watch, and ward of all materials at sites shall be the responsibility of the

Developer.

c. The Developer to obtain comprehensive insurance cover for the Project.

d. Liaison with -any other statutory authorities as applicable for all the Project approvals.

e. Expenses for any other works, supply of material, and providing services required for

the successful commissioning and operation of the Facility, but not specifically

mentioned in this document.

f. Contractor Safety Management to be strictly complied with by the Developer

throughout Project activity.

g. First-Aid medical facilities at the Project Site during construction to be provided by the

Developer.

h. All local Labour, employment, and other issues shall be handled independently by the

Developer.

i. The entire responsibility and risk relating towards the workforce working at the Project

Site, and compliance of different statutory regulations like Workman Compensation Act,

ESIC, Factory Act 1948, Contract Labour Regulation, and Abolition Act 1970, Shop and

Establishment Act 1948, and other Statutory regulatory bodies shall solely lie with the

Developer. The Developer shall also be solely responsible for payment of Wages, PF,

Bonus, Retrenchment Compensation Leave etc. applicable as per various statutory

63

regulations to their entire workforce and keep JBVNL indemnified in this regard against

any Claim.

D. The following Statutory Clearances to be obtained by the Developer wherever applicable:

a. All equipment, accessories, materials, civil construction & erection works should comply

with statutory requirements and IS standards.

b. All statutory requirements for working at the Project Site like Labour Registration,

Workman Compensation Policy, ESIC etc. to be complied with by the Vendor before

deployment of resources at the Project Site.

E. The Developer shall give undertaking that for the plant period of minimum 25 years all the

power packs covered under this project will be operated, maintained and repaired

whenever necessary so that all Units are operative and export maximum possible energy to

the grid This shall be ensured through undertaking services that include, but are not limited

to, the following

a. Daily monitoring of plant performance.

b. Planned visits on a monthly, quarterly, and annual basis for preventative and corrective

maintenance which include, but are not limited to the following:

1 Clean solar panels on weekly basis or as appropriate to get maximum output

from the panels.

2 Check inverter cabinets (ventilation openings, lighting, leakages in inverter

cabinets and cleaning of filters) and inverter maintenance. Developer will keep

the necessary spares at the Project Site.

3 Check security and fire protection system.

4 Check parts for corrosion.

5 Check the state of tightness of connections, fuses, main junction boxes, etc.

6 Adequate spares to ensure uninterrupted operation and minimum downtime

during the entire period.

Comprehensive operation and maintenance of the Facility up to the energy meter shall

be the responsibility of the Developer. Comprehensive Operation and Maintenance

during entire life of the systems shall include supply of spares, consumables, machine

breakdown insurance, transpiration, and general comprehensive insurance covering fire,

earthquake and provision of security personnel with the insurance policy which shall be

taken in the xxxx‟s name as the primary beneficiary. Copies of the Insurance Policies are

to be given to the concerned department, as and when taken/renewed. All risks

associated with lapses or delays in insurance coverage, during the construction period,

shall be at the Developer‟s cost

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c. The Developer shall ensure efficient operation of the Project and the associated facilities

to achieve the maximum power generation from the Project. For this purpose the

Developer shall engage the services of adequate number of Engineers and Technicians.

The Developer shall also attend to all failures, rectifications, breakdown, comprehensive

Operation and Maintenance checks. The Developer shall provide the generation and

down time data in the biannual operational and maintenance reports to JBVNL.

The Developer should not misuse the area and/or assign responsibility for the safety of

machinery within the premises.

II. TECHNICAL LIMITS OF SUPPLY

A. Electrical characteristics

● Single phase alternating current

● Nominal declared frequency: 50.0 Hz

● Final Voltage at Delivery Point: As per JSERC (Rooftop Solar PV Grid Interactive

Systems and Net/Gross Metering) Regulations, 2019. Delivery point can also be

single phase.

Note: The tolerances & Electrical characteristics variations will be as per JBVNL.

The electrical clearances will be as per relevant standard.

B. Quality of Service

The Developer shall be responsible for the delivery of energy conforming Performance

Standards for Injunction in the Distribution Grid as may be approved by JSERC from time to

time.

C. Power Factor

The generator shall maintain the Power Factor as per the prevailing regulations of JSERC

and as may be stipulated / specified by JBVNL from time to time. The Developer shall

provide suitable protection devices, so that the Project could be isolated automatically when

grid supply fails.

Connectivity criteria like short circuit level (for switchgear), neutral Grounding, fault

clearance time, current unbalance (including negative and zero sequence currents), limit of

harmonics etc. shall be as per applicable grid code.

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Annexure 2

TECHNICAL LIMITS

1. The nominal steady state electrical characteristics of the system are as follows:

a. Three phase alternating current at 50 Hertz plus or minus 0.5 Hertz

b. The Project shall be designed and capable of being synchronized and operated

within a frequency range of 49.5 to 51.5 Hertz and voltage of 230 V

2. System Requirements

A. The project aims to develop grid connected rooftop solar system on the on the premises of

residential consumers in the state of Jharkhand.

The technology for solar modules to be employed here would be Crystalline Silicon or any

other technology (as appropriate) and should consider optimizing output from the limited

space available. All the installations should be carried out in such a way that the power

packs are easily accessible, cannot be seen from the roads outside buildings, have minimum

working life of 25 years, operate at optimum efficiency and provide maximum possible

protections to the users, buildings, grid, power pack itself and general environment.

The scope would include design, manufacture, supply, install and commission and operate

for 25 years these SPV power packs.

B. Following are the major components of the proposed systems. Detailed specifications are

given on following pages for each of these components. The Developer should note that

these are minimum requirements and the Developer must provide more than these laid out

requirements so as to achieve maximum energy output from various power packs.

● Solar PV modules

● Module mounting structure

● Junction boxes

● Earthing protection

C. Technical Specification

The Developer must follow at the least all the minimum specifications and requirements as

stated in the JNNSM document, in addition to the ones mentioned in this bid document.

66

a. SPV Module

The PV module must be tested and approved by one of the IEC authorized test centres.

Alternatively, ETDC, Bangalore, NISE certificate approving tests as per IEC qualification

will also be accepted.

The Developer should clearly indicate and confirm the technology proposed to be used

in the project. The technology must have been commercially available and used at least

for one year in the field.

The Developer will have to follow the following technical specification for performance

of their Scope of Work.

S. No. Particulars Specifications

1 Minimum wattage of

individual Solar PV

module

● Minimum 275 Wp for crystalline

2 Module certifications

from IEC approved test

centers or NISE (MNRE)

or ETDC, Bangalore

● IEC 61215 for crystalline

● Both types must have IEC 61730, part-1,

and Part 2

3 Crystalline solar PV

module types conditions.

● Mono-crystalline

Or

● Poly crystalline

4 Module Frame ● Aluminium or corrosion resistant

material

● Shall be electrolytically compatible with

mounting material

5 Photo electrical

conversion Efficiency of

SPV module

● > At least 16% for crystalline type

6 Module cover surfaces ● Low iron tempered or toughened, high

transmissivity glass at front

● Multi-layered polymer sheet / glass cover

at back

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● Suitable encapsulates and sealants to

protect module from environmental

effects such as moisture and dust

7 SPV module shall be

highly reliable, light

weight and shall have a

performance warranty of

25 years and mechanical

warranty of more than 5

years.

8 The rated output variation

of individual module

from average modules in

single Unit

● + / - 3% in single plant so as to reduce

mismatch losses

● Each module shall display rating and

power curve shall be available for

inspection, each PV modules must have

RFID tag

9 Range of Temperature

and Humidity for

satisfactory performance

● Relative humidity up to 85%

● Temperatures between –10°C and +85°C

10 Module Warranty ● modules shall carry warranty of

minimum 25 years; Warranty shall

confirm maximum de-rating of modules

of 80% at the end of 25 years

11 RF identification tag ● Tag must withstand harsh environmental

conditions for 25 years

● It should carry at least the following

information in clear readable markings

12 Markings:

Each module shall carry

the following clear and

indelible markings:

● Name, monogram or symbol of

manufacturer;

● Name of manufacturer of solar cell

68

● Information such as wattage, Im, Vm, Fill

factor

● Type or model number;

● Unique serial number;

● Date and year of obtaining IEC PV

module qualification certificate

● Name of test laboratory issuing IEC

certificate

● Polarity of terminals or leads (colour

coding is permissible)

● Maximum suitable system voltage for the

module

● Date & place of manufacture (separately

for cell and module)

b. Module Mounting Structure: Structure would be so designed that it will last for a

minimum of 25 years without much maintenance and replacement.

S. No. Specifications for proposed module mounting structure

1. The array structure shall be so designed that it will occupy minimum

space without scarifying the output from SPV panels.

2. The structure shall be designed to allow easy replacement of modules

while at the same time be in line with Project Site requirements.

3. The structure shall be fixed type with option of periodic change in the tilt

angle

4. The array structure shall be made of hot dipped galvanized MS angles of

suitable size (Minimum sizes of MS angle 50 x 50 x 6 mm and minimum

70-micron thickness of galvanization)

69

5. The support structure design & foundation shall be designed to withstand

wind speed up to 200 kmph using relevant Indian wind load codes and

the design details to be provided to purchaser to get it evaluation through

third party.

6. The module alignment & tilt angle shall be calculated to provide the

maximum Annual energy output, and this shall be decided based on the

location of array installation.

7. All fasteners shall be of stainless steel of grade SS 304.

8. The array structure shall be grounded properly using maintenance free

earthing kit suitable for mounting over building terrace

9. The mounting of solar modules shall be done in such a way that the lower

position of solar module shall be of min 500 mm above the terrace level

10. Mounting structure shall be grouted in PCC foundation columns made of

1:2:4 cement concrete or as per the current industry practices for PV

mounting structures installation

11. Anti-theft arrangement for modules

c. Junction boxes:

S. No. Specifications for junction boxes to be used in rooftop solar power project

1 The array junction boxes shall be dust, vermin & waterproof & made of

FRP/ABS plastic and Minimum as per IEC 62208 and IP 65 protected

2 The array junction box will also have suitable surge protection.

3 The junction boxes should be able to combine groups of modules into

independent charging sub-arrays.

4 The junction boxes should provide arrangement for disconnection for each of

the groups.

70

5 It should provide a test point for each sub-group for quick fault location to

provide group array isolation.

6 The current carrying rating of the Junction Boxes shall be suitable with

adequate safety factor to interconnect the Solar PV array.

7 The junction boxes shall have suitable cable entry points fitted with cable

glands of appropriate sizes for both incoming & outgoing cables.

8 Suitable markings shall be provided on the bus bar for easy identification &

cable ferrules shall be fitted at the cable termination points for identification.

d. System Requirements

Standards relevant to this particular project of installing roof top grid connect

solar photovoltaic project are mentioned in the table. As the bidding process for

Developers will include investing, operating and maintaining the systems themselves,

compliance to only a few of these certifications would be required and which have been

provided in the table below.

Standards referring to solar cells and modules

EN 50380 Datasheet and nameplate information of photovoltaic module.

Measurements - Reference Cells PV

IEC 61215 Crystalline silicon terrestrial photovoltaic (PV) modules - Design

qualification and type approval

IEC 61730-1 Photovoltaic (PV) module safety qualification - Part 1:

Requirements for construction – for personnel safety

IEC 61730-2 Photovoltaic (PV) module safety qualification - Part 2:

Requirements for testing – for personnel safety

Standards for photovoltaic systems

IEC 60364-7-712 Electrical installations of buildings - Part 7-712: Requirements for

special installations or locations - Solar photovoltaic (PV) power

supply systems.

IEC 61727 Photovoltaic (PV) systems - Characteristics of the utility interface

71

IEC 61683 Photovoltaic systems - Power conditioners - Procedure for

measuring efficiency

IEEE 928 Recommended criteria for terrestrial PV power

IEEE 929 Recommended practice for utility interface of residential and

intermediate PV systems

This recommended practice contains guidance regarding

equipment and functions necessary to ensure compatible operation

of photovoltaic (PV) systems that are connected in parallel with the

electric utility. This includes factors relating to personnel safety,

equipment protection, power quality, and utility system operation.

This recommended practice also contains information regarding

islanding of PV systems when the utility is not connected to

control voltage and frequency, as well as techniques to avoid

islanding of distributed resources.

Standards for other parts/components of photovoltaic systems

IEC 60947 Connectors for photovoltaic systems - Safety.

EN 50521 Connectors for photovoltaic systems - Safety.

IEC 60189-1 Low frequency cables and wires with PVC insulation and PVC

sheath – General test and measuring methods

IEC 60189-2 Low frequency cables and wires with PVC insulation and PVC

sheath – Cables in pairs, triples, quads and quintuples for inside

installations

IEC 60068-2 Environmental testing of specimen to withstand specific severities

of repetitive and non-repetitive nature

IEC 61683 Photovoltaic systems - Power conditioners - Procedure for

measuring efficiency

IEC 62208 General requirements for empty enclosures for low voltage

switchgear and control gear assemblies

IEC 69947 Standard test and measuring methods for PVC insulated cables for

working voltages up to and including 1100V, UV resistant for

72

outdoor applications

IEEE 519-1992 Recommended practices and requirements for harmonic control in

electric power systems

73

Annexure 3

TESTING PROCEDURES

Developer and JBVNL/ Independent Engineer shall develop suitable testing procedures,

the earlier of Scheduled Commercial Operation Date or, where Phased Commissioning

is to be undertaken by Developer, the date proposed by Developer for Commissioning

of the first rooftop solar system Such procedures shall take into consideration relevant

standards. The procedures mutually agreed by Developer and JBVNL/ Independent

Engineer in writing shall be deemed to be incorporated in this PPA as Annexure 3 and

shall form part of this PPA.

74

Annexure 4

SECURITY DEPOSIT BY WAY OF DEMAND DRAFT/ PERFORMANCE BANK

GUARANTEE (PBG) FORMAT

(To be submitted in Rs. 100/- Non-Judicial Stamp Paper to be purchased in the name of the

issuing bank)

To,

The Executive Director (C&R),

Jharkhand Bijli Vitran Nigam Limited,

Engineer‟s Building,

Dhurwa, Ranchi - 834001. (With due stamp duty if applicable)

OUR LETTER OF GUARANTEE NO.:

In consideration of Jharkhand Bijli Vitran Nigam Limited having its office at

(hereinafter referred to as "JBVNL" which expression shall unless repugnant to the content

or meaning thereof include all its successors, administrators and executors) and having

issued Work Order No……………………………………….. dated:…………………………….

with/ on M/s (here in after referred to as "Developer" which expression unless repugnant to the

content or meaning thereof, shall include all the successors, administrators, and

executors).

WHEREAS the Developer having unequivocally accepted to perform the services as per

terms and conditions given in the Work Order/ Sanction

Order No……………………………………………….. dated:……………………….. and

JBVNL having agreed that the Agency shall furnish a Security Deposit by way of

D.D. / Performance Bank Guarantee for the faithful performance during the entire contract, of

the value of ₹ .

75

In case of Bank Guarantee:

We,……………………............................... ("The Bank") which shall include OUR successors,

administrators and executors herewith establish an irrevocable Letter of Guarantee

No………………………………… in your favour for account

of………………………………………. (The Developer) in cover of performance guarantee

in accordance with the terms and conditions of the Work Order/ Sanction Order.

Hereby, we undertake to pay up to but not exceeding………………..

(say………………………………… only) upon receipt by us of your first written demand

accompanied by your declaration stating that the amount claimed is due by reason of

the Agency having failed to perform the Work Order/ Sanction Order and despite any

contestation on the part of above named-agency.

This letter of Guarantee will expire on………………..…after which date this Letter of Guarantee

will become of no effect what so ever whether returned to us or not.

Signed and sealed this ………… day of ………, 20….. at ………..

SIGNED, SEALED AND DELIVERED

For and on behalf of

the BANK by:

(Signature)

(Name)

(Designation)

(Code Number)

(Address)

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NOTES:

(I) The bank guarantee should contain the name, designation and code number of the

officer(s) signing the guarantee.

(ii) The address, telephone number and other details of the Head Office of the Bank as

well as of issuing Branch should be mentioned on the covering letter of issuing

Branch

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Annexure 5

INTERCONNECTION OF ROOFTOP SOLAR SYSTEM WITH DISTRIBUTION SYSTEM

AS PER JSERC (ROOFTOP SOLAR PV GRID INTERACTIVE SYSTEMS AND NET/GROSS

METERING) REGULATIONS, 2015 AND AMENDMENT THEREOF

1. The interconnection of the rooftop solar system with the distribution system of the JBVNL

shall be made as per the technical specifications and standards for connectivity as specified

by the Central Electricity Authority. The cost of interconnection of the rooftop solar system

with the distribution system/ distribution mains shall be borne by the Developer.

1.1. The interconnection of the rooftop solar system with the distribution system conforms

to the specifications, standards and provisions as provided in the Central Electricity

Authority (Technical Standards for connectivity of the Distribute Generation Resources)

Regulations, 2013 as amended from time to time.

1.2. The inter connection of the rooftop solar system with the distribution system of the

JBVNL confirms to the relevant provisions of the Central Electricity Authority

(Measures Relating to Safety and Electric Supply) Regulations, 2010, as amended from

time to time.

1.3. The interconnection of the rooftop solar system with the distribution system conforms

to the specifications, standards and provisions as provided in the JSERC (Electricity

Supply Code) Regulations, 2015 as amended from time to time.

Provided that in case of a conflict between these Regulations and the regulations

specified under the JSERC (Electricity Supply Code) Regulations, 2015 as amended

from time to time, these Regulations shall be applicable to the Developer.

1.4. Regulations and provisions framed under Section 53 of the Electricity Act 2003 and

subsequent amendments thereof;

2. The connectivity levels at which the rooftop solar PV system shall be connected with the

distribution system are as specified below:

Connected Load / Contract Demand

of Eligible Consumer up to 5 kW

Connectivity Level -

Single phase at 230 V

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3. The Developer shall be responsible for safe operation, maintenance and rectification of any

defect of the rooftop solar system up to the interconnection point beyond which the

responsibility of safe operation, maintenance and rectification of any defect in the

distribution system including the gross meter /net meter as the case may be shall rest with

JBVNL.

4. JBVNL shall have the right to disconnect the rooftop solar system at any time in the event of

possible threat/damage, from such rooftop solar PV system to its distribution system, to

prevent an accident or damage. Subject to JSERC Regulations 2015 and amendment thereof,

JBVNL may call upon the Developer to rectify the defect within a reasonable time.

METERING ARRANGEMENT

1. All the meters shall adhere to the standards and provisions specified in CEA (Installation

and Operation of Meters), Regulations, 2006 and subsequent amendments thereof.

2. The appropriate meter(s) shall be single phase or three phase as per requirement. All the

meters to be installed shall be of the same or better Accuracy Class Index than the existing

meter installed at the premises.

3. The appropriate meter(s) at the premises of the rooftop owner shall be procured, installed

and maintained by JBVNL at the cost of the Developer. However if the Developer wishes to

procure the appropriate Meter(s), he may procure such meter(s) and present the same to the

JBVNL for testing and installation.

The location of appropriate meter(s) shall be in accordance with the CEA (Installation and

Operation of Meters), Regulations, 2006 as amended from time to time and the JSERC

(Electricity Supply Code) Regulations, 2015 as amended from time to time.”

4. All the meters installed shall be jointly inspected and sealed on behalf of both the parties.

Provided that the meter reading taken by JBVNL shall form the basis of commercial

settlement.

Interconnection Scheme

79

The above interconnection scheme is tentative and shall be finalised and mutually agreed to

between the Developer and JBVNL.

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Annexure 6

INTERCONNECTION SCHEME

1. Interconnection Requirements: Scope of Work for the Developer

A. The project aims to develop a replicable model of decentralized power generation using

photovoltaic plants that feed energy to the grid. The scope would include design,

manufacture, supply, install and commission and operate for 25 years these SPV power

packs.

B. All work must be carried out as per the following:

✔ Indian Electricity Act and rules therein

✔ Indian Electricity Grid Code

✔ Regulations of Chief Electrical Inspector

The Developer must place danger plates and warning signs at all relevant places as the plants

would be on the roofs of occupied buildings of offices or residences.

C. Following are the major components of the proposed interconnection arrangements.

Developer should note that these are minimum requirements and Developer must provide

more than these laid out requirements so as to achieve maximum energy output from

various power packs.

● Unidirectional Inverter / PCU

● Cables

● Earthing kits

● Lightening arrestors

● Energy Meter

● Data logger

The Developer must follow at the least all the minimum specifications and requirements as

stated in the JNNSM document, in addition to the ones mentioned in this bid document.

D. Power Conditioning Unit (PCU) / Inverter

a. PCU shall include a facility to convert the DC energy produced by solar array to AC

voltage, through DC bus, using its MPPT (Maximum Power Point Tracking) control to

extract maximum energy from solar array and produce AC power at 415V AC, 3 phase,

50 Hz.

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b. MPPT controller, IGBT (Insulated Gate Bipolar Transistor) based inverter and associated

control and protection devices etc. all shall be integrated into PCU. DC bus can be either

integrated or can be provided separately.

b. The continuous power rating of this individual un-directional inverter shall be

equivalent to minimum 80% of peak power rating of each power pack array.

c. Each individual inverter will have all necessary protections against disturbances in

frequency, voltage and current of the grid due to internal or external faults, abnormal

temperatures and islanding. Its prime function will be to protect itself and solar array

from any factors as well as avoid unintentional islanding.

d. Once the PCU has been shut off as a protective measure it must automatically re-connect

once the normal conditions are restored for minimum of two minutes.

e. There will be three modes of functioning viz. sleep, stand-by and operational mode. It

will have optimum efficiencies for each mode as given in the specification sheets.

Specifications of Inverter / PCU

Detailed Specifications

Output Voltage 230V / 415V +10% / -15% VAC (/ +15%/-10%)

Output Frequency 50 Hz +1.5Hz / -3.5Hz (/ +/- 0.5%) (/+/-5%)

Power factor 0.95 inductive to 0.95 capacitive

Waveform Sine Wave

Harmonics AC side total harmonic current distortion < 5%

AC side single frequency current distortion < 3%

Ripple DC voltage ripple content shall be not more than 3%.

Efficiency Efficiency of PCU shall minimum 90% at 20% load

Losses Maximum losses in sleep mode: 2W per 5kW

Maximum losses in stand-by mode: 10W

Casing protection levels Degree of protection: Minimum IP-20 for internal units and IP 65 for

outdoor units

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Should withstand temperatures from -10 to +60 deg Celsius

Should withstand humidity up to 95%

Operation Completely automatic including wake up, synchronization (phase-

locking) and shut down

MPPT MPPT range must be suitable to individual array voltages in power

packs

Internal Wiring Copper wires shall be insulated with flame resistant material

Protections Over voltage; both input & output

Over current; both input & output

Over/Under grid frequency

Over temperature

Short circuit

Lightening

Surge voltage induced at output due to external source

Islanding

Manual intervention must be possible through an accessible

emergency switch-off button

Indications through

LED/LCD display

Inverter ON

Grid ON

Inverter Under / Over Voltage

Inverter Overload

Inverter Over Temperature

Display on Front Panel Accurate displays on the front panel:

83

DC input voltage

DC current & AC voltage (all 3 phases and line)

AC current (all 3 phases and line)

Power factor

Ambient temperature

Solar radiation

Instantaneous & cumulative array power

Instantaneous & cumulative output power

Daily energy produced

Certifications and

Compliances

The PCU / inverter shall be such designed so as to meet the

following standards in addition to the codes listed in IS and other

relevant standards

IEC 61683 Photovoltaic systems - Power conditioners - Procedure for measuring

efficiency

IEEE 519-1992 Recommended practices and requirements for harmonic control in

electric power systems

IEEE 928 Recommended criteria for terrestrial PV power

IEEE 929 Recommended practice for utility interface of residential and

intermediate PV systems

IEC 61727 Photovoltaic (PV) systems - Characteristics of the utility interface

IEC 61683 Photovoltaic systems - Power conditioners - Procedure for measuring

efficiency

IEC 62103 Electronic equipment for use in power installations

● Typical failure analysis report of PCUs and recommended list of critical components shall

be provided by the vendor while submitting their offer.

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● Provision shall be available in the PCU to display of following parameters on front panel

display

E. Anti-islanding Protections

The bidder shall conform to and undertake all precautions and requirements as have been laid

down by the following standards:

● IEC 61727 - PV systems - characteristics of Utility interface

● IEC 62446 - Grid connected photovoltaic systems - Minimum requirements for system

documentation, commissioning tests and inspection

● IEC 62116 - Test procedure of islanding prevention measures for utility-interconnected

photovoltaic inverters

Besides the above measures, certain precautions prescribed by the CEA shall also be

incorporated into the solar PV system design:

● PV systems shall be provided with adequate rating fuses, fuses on inverter input side (DC)

as well as output side (AC) side for overload and short circuit protection as well as

disconnecting switches to isolate the DC and AC system for maintenances.

● Fuses of adequate rating shall also be provided in each solar array module to protect them

against short circuit.

F. Phase Imbalance:

● Phase imbalance can occur due to varied power injected into different phases of the grid.

Whenever solar power plants (SPPs) of lower capacities with single phase inverters are used

to feed power into the grid using a single-phase injection point, they tend to induce

imbalance. This imbalance can be resolved simply by connecting / injecting power to

different phases in the same grid.

● The Developer shall have to follow the phase imbalance limits imposed by the Off Taker

and shall also have to follow the guidelines before connecting such limits to the grid.

● The injection phase for each system to be injected into a single phase shall be approved by

the Off Taker.

G. Cable LT & HT

Sr. No. Specifications of cables in the power pack and till grid connection

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1 All module interconnection cables and those between solar module and array

junction boxes shall be of flexible type, UV protected cables. These shall be

laid along the module mounting structures.

2 Sizes of interconnection for modules and from modules to inverter shall be so

selected that loss would not be more than 3%.

3 Rest all cables shall be armoured type, of suitable size and can be laid inside

the PVC pipes of suitable diameter.

4 The cable shall be terminated using only the copper lug terminals.

5 All cables shall be Copper and the voltage drop calculation shall be

submitted by the Successful vendor.

6 The cables shall design in such a way that voltage drop shall not be more

than 1% in any cable size and length used in solar farm.

7 All cables shall be from a reputed manufacturer and shall meet minimum of

IEC 60189 / IS 1554 IS 694. These also shall meet following standards.

IEC 62208 General requirements for empty enclosures for low voltage switchgear and

control gear assemblies

IEC 69947 Standard test and measuring methods for PVC insulated cables for working

voltages up to and including 1100V, UV resistant for outdoor applications

IEC 60947 Connectors for photovoltaic systems - Safety.

EN 50521 Connectors for photovoltaic systems - Safety.

IEC 60189-1 Low frequency cables and wires with PVC insulation and PVC sheath –

General test and measuring methods

IEC 60189-2 Low frequency cables and wires with PVC insulation and PVC sheath –

Cables in pairs, triples, quads and quintuples for inside installations

a) Earthing and Lightening Arresters

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All the SPV power packs including modules and mounting structures and inverters shall have

proper arrangement for earthing. DC part of the plant shall be singly grounded. Module array

shall also have lightening arresters as necessary.

b) Energy Meter

Each power pack will be provided with an energy meter for accurate periodical readings of AC

energy generated and fed to the grid. This shall be inspected, tested and calibrated at the time of

installation and also during operation lifetime of Facility.

c) Statutory clearances to be arranged by the Developer

a) Building and Architectural Drawings approval

b) Factory Inspector approval on drawings, wherever necessary

c) Electrical System approval (Electrical Inspector)

d) Fire System approval (CFO)

e) All statutory requirements for working at the Project Site like Labour Registration,

Workman Compensation Policy, ESIC etc.

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Annexure No 7

INVOICE

Invoicing agency…………………………..

Date of invoices…………………………….

Invoice for the month of

(Insert month name)

No of days in, month

Invoice under project (Insert the name of allocated substation)

Date of issue of PPA (Insert date of PPA signing)

PPA No (Insert date of PPA No)

Invoice Amount in INR (Insert date of PPA No)

Cumulative details of amount……………….

SL

N

o

Month Energy Billed Deemed

Generation

Compensation (If

applicable)

Tariff/kWh Amount in INR

1 (Insert

Month name)

2 (Insert

Month name)

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Annexure 8

ROOF RENT COMPENSATION & STATUS

(To be submitted along with Invoice)

SL No consumer details Rent of the

Month (e.g.

March) in INR

Payment

Status(Y/N)

Reason for not Release

of payment

1 ● Name (Insert Name “A”)

● CA No

● Address

● Contact No

2 ● Name (Insert Name “B”)

● CA No

● Address

● Contact No

3

4

5

Note: All the roof rent for the month preceding the month of invoice must be cleared.

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