Addendum-3, dated 01 March 2018 for the recalled tender. This addendum shall be the part of the RFP, Draft PPA, ISA and LSA.

Transcription

1 Addendum-3, dated 01 March 2018 for the recalled tender. This addendum shall be the part of the RFP, Draft PPA, ISA and LSA. Sl. No. Existing Clause no. Existing clause Amended clause (Read as) 1. Page 9 of the RFP PPA Term Means the twenty five (25) years period starting from Scheduled COD or Project COD, as the case may be, till the expiry of the PPA Term; 2. Sl. No. 1 of Addendum-1 dated 22 Feb 2018 of the recalled tender, as a part of RFP 3. Clause of the RFP 4. Sl. No. 3 of Addendum-1 dated 22 Feb 2018 of the recalled tender, as a part of RFP 5. Clause Technical Capacity of the RFP The Projects shall be Commissioned within a maximum period of 10 (ten) Months ( Scheduled Commissioning Period ) from the date of LOA by KREDL to the Successful Bidders, which is termed as the Scheduled COD. For example, if the LOA is issued on 15 February 2018, then Scheduled COD shall be 14 October 2018, irrespective of holidays. The maximum time period allowed for achieving the Project COD with encashment of Performance Security and payment of Liquidated Damages shall be limited to fourteen (14) Months from the date of LOA by KREDL to the Successful Bidders; in case of further delay in achieving the Project COD beyond fourteen (14) Months period would amount to termination of PPA. As per the other Project Agreements, the relevant provisions pertaining to Performance Bank Guarantee shall apply. The Bidder as Developer should have developed solar PV based grid connected power plant(s) of cumulative installed capacity not less than 20 MW AC per 50 MW AC Block, out of which at least one (1) plant at a "single block in single location" or "single/multiple blocks within a solar park only" should have installed capacity of at least 10 MW (AC). PPA Term Means the twenty five (25) years period starting from Effective Date (as defined in the Draft PPA) till the expiry of the PPA Term; The Projects shall be Commissioned within a maximum period of 10 (ten) Months ( Scheduled Commissioning Period ) from Effective Date (as defined in the Draft PPA), which is termed as the Scheduled COD. For example, if the Effective Date (as defined in the Draft PPA) is 15 February 2018, then Scheduled COD shall be 14 December 2018, irrespective of holidays. The maximum time period allowed for achieving the Project COD with encashment of Performance Security and payment of Liquidated Damages shall be limited to fourteen (14) Months from Effective Date (as defined in the Draft PPA); in case of further delay in achieving the COD beyond fourteen (14) Months period from Effective Date (as defined in the Draft PPA) would amount to termination of PPA. As per the other Project Agreements, the relevant provisions pertaining to Performance Bank Guarantee shall apply. i. It is proposed to promote only commercially established and operational technologies to minimize the technology risk and to achieve timely commissioning of the Projects. The Bidder may indicate regarding the selection of technology and its details at the time of submission of Bids in the prescribed ANNEX-VIII of the

2 For the purpose of ascertaining qualification towards meeting Technical Capacity criteria of the Bidder participating as a Single Bidder meet the Technical Capacity on its own or may claim the experience of its Group Business Entity. For the purpose of ascertaining qualification towards meeting Technical Capacity criteria of the Bidder participating as a Consortium cannot claim the experience of its Parent, Ultimate Parent, Affiliate, Group Business Entity (ies) or any other Group Entity (ies) and the members of the Consortium shall meet the Technical Capacity on their own. The Bidder shall submit a certificate issued by a Chartered Account as per Appendix VI to support the claim towards meeting Technical Capacity. For all such projects for which the Bidder is claiming the Technical Capacity, Shall be connected at 11 kv or above voltage level. The Bidder shall hold more than twenty six percent (26%) of Paid-up Share Capital as on the date of COD. Such plants should have been developed for the requirement of any Government clients, Central/ State Utilities, Public Sector Undertakings (PSU) or equivalent entity (for foreign Bidders), operating as on the date of Techno-Commercial Bid submission. The Bidder shall provide following technology for Solar PV ground mount Project, as the case may be, which is approved as per the Ministry of New and Renewable Energy, Government of India (MNRE) or any other technology approved ii. iii. iv. RFP. However, the successful Bidder shall confirm the selection of technology in line with the above at the time of Financial Closure. The technology, including the technology partner, proposed at the time of submission of response to RFP can be changed at the time of Financial Closure. However, the Bidder shall provide sufficient proof and credentials that each technology proposed by the Bidder has been in successful operation in at least one (1) project anywhere in the world and operational for at least 1 (one) year at the time of Financial Closure for the total capacity quoted by the Bidder. The Bidder is required to undertake to furnish evidence of meeting the above criteria in line with provisions of Clause 4.2 (b) of the draft PPA. The undertaking shall be submitted as per enclosed ANNEX-IX of the RFP. Detailed technical parameters for Solar PV Projects to be met by SPDs are at APPENDIX-IX of the RFP. The Bidders shall strictly comply with the technical parameters detailed in the APPENDIX-IX of the RFP. The Projects shall also comply with the criteria for power generation detailed in Clause 1.4 of the RFP, Clause 5.6 of the

3 by MNRE prior to Bid Due Date. The design and commissioning also shall be as per latest IEC/IS standards which are provided in APPENDIX-IX, as per MNRE guidelines. Illustration: In case the Bidder is bidding for project 1 for 50 MW AC, project 2 for 50 MW AC and project 3 for 50 MW AC, the cumulative installed capacity developed by the Bidder should be equal to 60 MW AC out of which at least one (1) plant at a "single block in single location" or "single/multiple blocks within a solar park only" should have installed capacity of at least 10 MW AC. 6. ANNEX-VIII of the RFP draft PPA and all other relevant clauses of the Bidding Document. Format for Declaration by the Bidder for the proposed technology tie-up, as mentioned in Annexure-1 of this Addendum-3 of the recalled tender. 7. ANNEX-IX of the RFP Format for Technical Criteria, as mentioned in Annexure-2 of this Addendum-3 of the recalled tender. 8. Clause 2 d) of the ISA Commercial Operation Date (COD ) shall mean the 30 days from the actual part commissioning date of respective Unit(s) of the Power Project where upon the SPD starts injecting power from the Power Project to the delivery Point. COD is intended to match allocation and availability of thermal power for bundling. 9. Clause 2 g) of the ISA Expiry Date or Closing Date shall mean the date occurring twenty five (25) years from the Commercial Operation Date of the first part commissioned capacity of respective SPDs or until termination of Land Sub Lease Agreement/termination of Implementation and Support Agreement; 10. Power Purchase Agreement or PPA shall mean the Power Purchase Agreement between NTPC /SECI / Commercial Operation Date (COD ) shall mean 10 (ten) Months ( Scheduled Commissioning Period ) from Effective Date (as defined in the Draft PPA) where upon the SPD starts injecting power from the Power Project to the Delivery Point. Expiry Date or Closing Date shall mean the date occurring twenty five (25) years from Effective Date (as defined in the Draft PPA) or until termination of Land Sub Lease Agreement/termination of Implementation and Support Agreement/ termination of PPA; Power Purchase Agreement or PPA shall mean the Power Purchase Agreement between SPD and

4 KREDL ( as the case may be) and SPD and/or between NTPC / SECI / KREDL ( as the case may be) and Distribution Companies of Karnataka, including its recitals and schedules, amended or modified from time to time in accordance with the terms hereof. 11. Clause 6.1 of ISA Service tax and all other taxes, duties, cess and other Government levies applicable on such transaction shall be reimbursed to the SPPD by the SPD within 7 days from the date of issue of bill by SPPD. 12. Clause 6.2 of ISA Service tax and all other taxes, duties, cess and other Government levies applicable on such transaction shall be reimbursed to the SPPD by the SPD within 7 days from the date of issue of bill by SPPD. 13. Clause 6.4 of ISA SPD shall have to pay non refundable facilitation fee of Rs. 1,00,000/- (Rs. One Lakh only) per MW + applicable service tax etc to SPPD on or before entering into this agreement. KSPDCL shall in-turn remit this facilitation fee to KREDL, State Nodal Agency. 14. Clause of ISA The SPD shall submit an irrevocable unconditional Performance Bank Guarantee (PBG) of Rs. 3 Lakhs (Rs. Three Lakhs) per MW to KSPDCL issued from a public sector / scheduled commercial bank at the time of signing of this Implementation and Support Agreement in the form attached hereto as Schedule 2.The PBG shall be valid for a minimum period of 19 months from the date of signing of PPA. In case any extension is given to the project, the corresponding extension needs to be made in the validity of PBG. 15. Clause of the ISA The Solar Power Project shall be commissioned within 13 months from the date of signing of PPA by SPD. In case of failure to achieve this milestone and failure by SPD to reinstate/renew LC amount not later than 30 ESCOMs of Karnataka, including its recitals and schedules, amended or modified from time to time in accordance with the terms hereof. GST and all other taxes, duties, cess and other Government levies applicable on such transaction shall be reimbursed to the SPPD by the SPD within 7 days from the date of issue of bill by SPPD. GST and all other taxes, duties, cess and other Government levies applicable on such transaction shall be reimbursed to the SPPD by the SPD within 7 days from the date of issue of bill by SPPD. SPD shall have to pay non refundable facilitation fee of Rs. 1,00,000/- (Rs. One Lakh only) per MW + applicable GST etc to SPPD on or before entering into this agreement. KSPDCL shall in-turn remit this facilitation fee to KREDL, State Nodal Agency. The SPD shall submit an irrevocable unconditional Performance Bank Guarantee (PBG) of INR 5 Lakhs (Indian Rupees Five Lakhs) per MW AC to KSPDCL issued from a public sector / scheduled commercial bank at the time of signing of this Implementation and Support Agreement in the form attached hereto as Schedule 2.The PBG shall be valid for a minimum period of 13 (thirteen) months from the obtaining concurrence from KERC on the draft PPA. In case any extension is given to the project, the corresponding extension needs to be made in the validity of PBG. The Solar Power Project shall be commissioned within 10 (ten) months from the Effective Date (as defined in the Draft PPA). In case of failure to achieve this milestone, KSPDCL shall encash the

5 days from its drawl/expiry, KSPDCL shall encash the Performance Bank Guarantee on per day basis and proportionate to the Capacity not commissioned with 100% encashment for 5 months delay. In case of further delay and the project is not commissioned within 25 months from the date of signing of PPA, KSPDCL shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to terminate this Agreement and also the Land Sub Lease Agreement in accordance with the provisions of Article 12.2 & 12.3 of this agreement. 16. Clause of ISA SPD at its own cost shall lay UG Cable in 2 circuits along the road side from their 66/11 kv or 33/11kV sub Station to the 220/66kV or 220/33kV internal Pooling station of KSPDCL respectively. KSPDCL will not provide any cable tray support structures. 17. Clause 12.3 of ISA In the event of termination of the Implementation & Support Agreement and/or Land Sub Lease Agreement, SPDs shall, within sixty (60) business days following the termination date, remove all property and fixtures belonging to SPDs from the Site duly making payment of compensation equivalent to Annual O & M charges for the subsequent financial year along with applicable service tax etc to KSPDCL. 18. Article 3.1 of Draft PPA 19. Article 4.4 of the Draft PPA This Agreement shall come into effect from the date of signing of PPA and such date shall be referred to as the Effective Date. For due and punctual performance of its obligations under this Agreement, relating to the Project, the Solar Power Developer has delivered to ESCOM, simultaneously with the execution of this Agreement, an irrevocable and revolving bank guarantees from a full Performance Bank Guarantee. In case of further delay, KSPDCL shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to terminate this Agreement as per Clause 12 (Termination). SPD at its own cost shall lay UG Cable in 2 circuits along the road side from their respective Solar Power Plant to the 220/66kV or 220/33kV internal Pooling station of KSPDCL respectively. KSPDCL will not provide any cable tray support structures. In the event of termination of the Implementation & Support Agreement and/or Land Sub Lease Agreement, SPDs shall, within sixty (60) business days following the termination date, remove all property and fixtures belonging to SPDs from the Site duly making payment of compensation equivalent to Annual O & M charges for the subsequent financial year along with applicable GST etc to KSPDCL. This Agreement shall come into effect from the date of obtaining concurrence from KERC on the draft PPA and such date shall be referred to as the Effective Date. For due and punctual performance of its obligations under this Agreement, relating to the Project, the Solar Power Developer has delivered to ESCOM, simultaneously with the execution of this Agreement, an irrevocable unconditional

6 scheduled bank acceptable to ESCOM for an amount of INR (Rupees only] ( Performance Security), calculated as 10,00,000 INR (Indian Rupees Ten Lakhs only) per MW AC basis. bank guarantees from a scheduled bank acceptable to ESCOM for an amount of INR (Rupees only] ( Performance Security), calculated as 10,00,000 INR (Indian 20. Article 12.2 of the Draft PPA 21. Article 21.1 of the Draft PPA 22. Article 21.1 of the Draft PPA 23. Page 4 and 5 of the LSA 24. Page 5 and 6 of the LSA Provided further that as a consequence of delay in commissioning of the Project beyond the Scheduled Commissioning Date, subject to Article 14, the changed applicable Effective Tariff for the Project shall be 80% (eighty percent) of the Effective Tariff quoted by the Bidder at the closure of e-reverse auction process, if the Project is commissioned within 3 (three) months thereafter. Effective Date shall mean date of LOA; Expiry Date shall mean the date occurring twenty five (25) years from the date of LOA. This Land Sub Lease Agreement shall be for useful life of the plant i.e. 25 years from the date of commercial operation of the project with provision for further extension on terms and conditions mutually agreed upon by both the parties in writing. Service tax and all other taxes, duties, cess and other Government levies applicable on such transaction shall be reimbursed to the Lessor (SPPD) by the Lessee (SPD) within 7 days from the date of issue of bill by Lessor (SPPD). Rupees Ten Lakhs only) per MW AC basis. Provided further that as a consequence of delay in commissioning of the Project beyond the Scheduled Commissioning Date, subject to Article 14, the changed applicable Effective Tariff for the Project shall be 80% (eighty percent) of the Effective Tariff quoted by the Bidder at the closure of e-reverse auction process, if the Project is commissioned within 4 (four) months thereafter. Effective Date shall mean date of obtaining concurrence from KERC on the draft PPA; Expiry Date shall mean the date occurring twenty five (25) years from Effective Date. This Land Sub Lease Agreement shall be for useful life of the plant i.e. 25 years from the date of obtaining concurrence from KERC on the draft PPA with provision for further extension on terms and conditions mutually agreed upon by both the parties in writing. GST and all other taxes, duties, cess and other Government levies applicable on such transaction shall be reimbursed to the Lessor (SPPD) by the Lessee (SPD) within 7 days from the date of issue of bill by Lessor (SPPD). 25. General In case of any discrepancy, misinterpretation and misunderstanding of any clause in ISA and LSA, the provisions mentioned under Draft PPA shall supersede and prevail.

7 Annexure-1 ANNEX-VIII Format for Declaration by the Bidder for the proposed technology tie-up Sl. No. Particulars 1 Name of Bidding Company / Lead Member of Bidding Consortium 2 Name of the Technology partner (if any) 3 Project Location 4 Capacity proposed MW 5 Technology proposed to be adopted for the Project 6 Estimated Capacity Utilization Factor % 7 Estimated Annual Generation of Electrical Energy kwh 8 Brief about the proposed Technology Crystalline Silicon Solar Cells and Modules Concentrator PV Modules Thin Film Modules Any Other Technology Signature of the Authorized Signatory Name of the Authorized Signatory

8 Annexure-2 ANNEX-IX Format for Technical Criteria [On the letter head of Bidder] [Insert the Project Name] (to be submitted separately for each technology) To, [Insert name and address of KREDL] Dear Sir, Sub: Response to RFP No. We hereby undertake to certify in line with Clause 4.2 (b) of the draft PPA that the following details shall be furnished within 5 (five) months from Effective Date of the draft PPA: 1.0 That the technology proposed to be used is commercially established technology and at least one project based on this technology is successfully operational for at least one year. 2.0 Details of the project with location and the successful operational period of the project utilizing this technology. (Signature & Name of the person Authorized By the board)