REMC Ltd.

(A Joint Venture of Indian Railways and RITES Limited)

REMC LTD, 8th Floor PNB Building, 7, Bhikaji Cama Place, New Delhi-
110066.

NOTICE INVITING TENDER

NIT No: REMCL/CO/Solar/Phase-IV/2022 dt.: 10.05.2022

REMC Ltd., for and on behalf of Indian Railways, invites bids in Single Stage
Two Packet system for “Setting up of Land Based Solar PV Power plant on
Private/Farmers Land near the Traction Sub-station (TSS) at 25 kV
connectivity under Tariff Based Competitive Bidding”.

Date of Pre-bid: 07.06.2022 Date of submission of bid: 28.06.2022

Bid documents may be downloaded from web site https://www.bharat-

electronictender.com. The cost of bid document is Rs. 29,500/- (non
refundable). Bids may be submitted as per bid guidelines through online mode
on portal and offline mode at office of REMC Ltd at REMC LTD, 8th Floor PNB
Building, 7, Bhikaji Cama Place, New Delhi-110066; Phone No. – 9971001565
on or before bid due date.

Amendment/Corrigendum, if any, would be hosted on the Bharat e-portal i.e.

https://www.bharat-electronictender.com. website only.

CEO/REMC Ltd.
 REMC Limited
[Formerly known as Railway Energy Management Co. Ltd. (REMCL)]
(A Joint Venture (JV) company of Ministry of Railways and RITES Ltd)

Ministry of Railways
Government of India

REMC LTD, 8th Floor PNB Building, 7, Bhikaji Cama Place, New Delhi-
110066.
E mail: remcl@rites.com
Website: www.remcl.in

Request for Selection (RfS)

Document

for

Setting up of Land Based Solar PV Power plant on

Private/Farmers Land near the Traction Sub-station
(TSS) at 25 kV connectivity under Tariff Based
Competitive Bidding

RfS No. REMCL/CO/Solar/Phase-IV/2022

Dated: 10.05.2022
BID INFORMATION SHEET
Section – I DEFINITIONS OF TERMS
Section – II INVITATION FOR BIDS (IFB)
Section – III INSTRUCTIONS TO BIDDERS (ITB)
Section – IV QUALIFYING REQUIREMENTS FOR BIDDERS (QR)
Section – V EVALUATION OF BID AND SELECTION OF PROJECTS
Section - VI OTHER PROVISIONS
Section – VII SAMPLE FORMS & FORMATS FOR BID SUBMISSION
Format 7.1 FORMAT FOR COVERING LETTER
Format 7.2 FORMAT FOR POWER OF ATTORNEY
Format 7.3 A FORMAT FOR DECLARATION OF BID SECURITY
Format 7.3 B FORMAT FOR THE PERFORMANCE BANK GUARANTEE
Format 7.3 C FORMAT FOR PAYMENT ON ORDER INSTRUMENT TO BE ISSUED BY
IREDA/REC/PFC
Format 7.4 FORMAT FOR BOARD RESOLUTIONS
Format 7.5 FORMAT FOR CONSORTIUM AGREEMENT
Format 7.6 FORMAT FOR FINANCIAL REQUIREMENT
Format 7.7 FORMAT FOR UNDERTAKING
Format 7.8 FORMAT FOR DISCLOSURE
Annexure to Format 7.8 DECLARATION
Format 7.9 FORMAT FOR TECHNICAL CRITERIA
Format 7.10 DECLARATION BY THE BIDDER FOR THE PROPOSED TECHNOLOGY TIE-UP
Format 7.11 FORMAT FOR SUBMISSION OF FINANCIAL BID
Format 7.12 FORMAT FOR PRELIMINARY ESTIMATE OF COST OF SOLAR PV PROJECT
Annexure – A TECHNICAL PARAMETERS
Appendix - A1 COMMISSIONING PROCEDURE
Appendix-A1-1 COMMISSIONING PROCEDURE
Appendix- A1-2 INSTALLATION REPORT
Appendix- A1-3 SAMPLE COMMISSIONING CERTIFICATE
Annexure – B CHECK LIST FOR BANK GUARANTEES
Annexure – C E-TENDERING INSTRUCTIONS
Annexure- C-1 TERMS & CONDITIONS OF REVERSE AUCTION
Annexure-D CHECK LIST FOR FINANCIAL CLOSURE
Performa ‘A-1’ : FUNDING INFORMATION
Annexure-E INTEGRITY PACT
Annexure-E-1 GUIDELINES ON BANNING OF BUSINESS DEALINGS
Annexure- F Not used
Annexure- G BID PACKAGES FOR TSSs WITH 25 KV CONNECTIVITY.
Annexure- H CONTACT DETAILS OF NODAL OFFICERS RESPONSIBLE FOR SITE
Annexure- I DETAILS Of BINA SOLAR PLANT FOR TRACTION
Annexure- J RDSO REPORT ON “FEEDING SOLAR POWER AT SP/SSP/TSS AT 25 KV
 DISCLAIMER
The inform ation contain ed in t his Request for Selection document (the “RFS”) or
subsequently provided to Bidder(s), whether verbally or in documentary or any
other form, by REMC Ltd. or on behalf of Railways or any of its employees or
advisors, is provided to Bidder(s) on the terms and conditions set out in this RFS
and such other terms and conditions subject to which such information is provided.

This RFS is not an agreement and is neither an offer nor invitation by REMC Ltd./
Railways to the prospective Bidders or any other person. The purpose of this RFS is
to provide interested parties with information that may be useful to them in the
formulation of their Bid for qualification pursuant to this RFS (the “Bid”). This RFS
includes statements, which reflect various assumptions and assessments arrived at
by REMC Ltd./Railways in relation to the Project. Such assumptions, assessments
and statements do not purport to contain all the information that each Bidder may
require. This RFS may not be appropriate for all persons, and it is not possible for
REMC Ltd./Railways, its employees or advisors to consider the investment objectives,
financial situation and particular needs of each party who reads or uses this RFS. The
assumptions, assessments, statements and information contained in this RFS may
not be complete, accurate, adequate or correct. Each Bidder should therefore,
conduct its own investigations and analysis and should check the accuracy,
adequacy, correctness, reliability and completeness of the assumptions,
assessments, statements and information contained in this RFS and obtain
independent advice from appropriate sources.

Information provided in this RFS to the Bidder(s) is on a wide range of matters, some
of which may depend upon interpretation of law. The information given is not intended
to be an exhaustive account of statutory requirements and should not be regarded
as a complete or authoritative statement of law. The REMC Ltd./Railways accepts no
responsibility for the accuracy or otherwise for any interpretation or opinion on law
expressed herein.

The REMC Ltd./Railways, its employees and advisors make no representation or

warranty and shall have no liability to any person, including any Bidder or Bidders,
under any law, statute, rules or regulations or tort, principles of restitution or unjust
enrichment or otherwise for any loss, damages, cost or expense which may arise from
or be incurred or suffered on account of anything contained in this RFS or
otherwise, including the accuracy, adequacy, correctness, completeness or
reliability of the RFS and any assessment, assumption, statement or information
contained therein or deemed to form part of this RFS or arising in any way with pre-
qualification of Bidders for participation in the Bidding Process.

The REMC Ltd./Railways also accepts no liability of any nature whether resulting from
negligence or otherwise howsoever caused arising from reliance of any Bidder upon
the statements contained in this RFS.

The REMC Ltd./Railways may, in its absolute discretion but without being under any
obligation to do so, update, amend or supplement the information, assessment or
assumptions contained in this RFS.

The issue of this RFS does not imply that REMC Ltd./Railways is bound to select and
short-list pre-qualified Bids for Price Bid Stage or to appoint the selected
Bidder, as the case may be, for the Project and REMC Ltd./Railways reserves the
right to reject all or any of the Bids without assigning any reasons whatsoever.

The Bidder shall bear all its costs associated with or relating to the preparation and
submission of its Bid including but not limited to preparation, copying, postage,
delivery fees, expenses associated with any demonstrations or presentations which
may be required by REMC Ltd./Railways or any other costs incurred in connection
with or relating to its Bid. All such costs and expenses will remain with the Bidder and
REMC Ltd./Railways shall not be liable in any manner whatsoever for the same or for
any other costs or other expenses incurred by a Bidder in preparation or submission
of the Bid, regardless of the conduct or outcome of the Bidding Process.

Place: New Delhi Date: ……..

 BID INFORMATION SHEET
The brief details of the RfS are as under:

Selection of Solar Power Developers for Setting up

NAME OF WORK/
of Land Based Solar PV Power plant on
(A) BRIEF SCOPE OF Private/Farmers Land near the Traction Sub-station
WORK/ JOB
(TSS) at 25 kV connectivity under Tariff Based
Competitive Bidding

(B) RfS NO. & DATE RfS No. REMCL/CO/Solar/Phase-IV/2022

Dated: 10.05.2022

SINGLE BID
SYSTEM
TYPE OF BIDDING
(C)
SYSTEM
TWO BID
SYSTEM Yes

E-TENDER
Yes
(D) TYPE OF RfS/ TENDER

MANUAL

APPLICABLE Yes

NOT APPLICABLE

BID PROCESSING
FEE Rs. 75,000/- per MW +18% GST ( or as applicable rate
on date of submission) to be submitted either through
(E)
NEFT/RTGS transfer in the account of REMC Ltd. (Axis
Bank A/c no.913020000871191, IFSC Code-
UTIB0000131, Branch- DLF, GURGAON), or in the form
of DD/Pay Order in favour of “REMC Ltd.”, payable at
Gurugram ( Haryana) after issue of Letter of Intent (LOI)
& before issue of Letter of Award (LOA).

5
 APPLICABLE Yes
Earnest Money
Deposit (if
(F) NOT APPLICABLE
applicable)/Declaration
of Bid Security

The Bidder shall submit the declaration of bid security as

per Format 7.3 A of the RfS as part of its response to the
RfS. By submission of this declaration, the bidder hereby
accepts that if it withdraws or modifies its response to RfS
during the bid validity period, it will be suspended/barred
from bidding in future REMC Ltd's tenders for a period of 2
years from the date of default as notified by REMC Ltd.

PERFORMANCE
BANK APPLICABLE Yes
(G)
GUARANTEE
NOT APPLICABLE

Amount: INR 10,68,000/MW- (Indian Rupees Ten Lakhs

Sixty Eight Thousand) per MW per package.

DATE, TIME & VENUE

(H) As per NIT on ISN-ETS portal
OF PRE-BID MEETING

OFFLINE & ONLINE

BID-SUBMISSION As per NIT on ISN-ETS portal
(I)
DEADLINE

TECHNO-
(J) COMMERCIAL BID As per NIT on ISN-ETS portal
OPENING
e-Reverse Auction (e- Will be informed to eligible bidders.
(K)
RA) Date and time of e-RA shall be intimated through email.

M/s. ElectronicTender.com (India) Pvt. Ltd.

Gurugram
CONTACT DETAILS Contact Person: ISN-ETS Support Team Customer
(L) OF ISN-ETS Portal Support: +91-124-4229071,4229072 (From 10:00 Hrs to
18:00 Hrs on all working Days
i.e. Monday to Friday except Govt. Holidays)
Email: support@isn-ets.com

6
 Name, Designation, CEO,
Address and other
REMC Limited
details
(M) REMC LTD, 8th Floor PNB Building, 7, Bhikaji Cama
(For Submission of
Response to RfS) Place, New Delhi-110066
Email : remcl@rites.com

1. Shri Rupesh Kumar

General Manager

2. Shri Prashant Singh

Astt. Manager
Mobile: 9971001565
Details of persons to E-mail: prashant@rites.com
be contacted in case of
(N) any assistance
required

COMPLETION/
(O) As mentioned in RfS Document
CONTRACT PERIOD

APPLICABLE
Yes

NOT APPLICABLE

DOCUMENT FEE/
Amount: INR 29,500/- (Indian Rupees Twenty-Nine
(P) COST OF RfS
Thousand Five Hundred Only) including GST to be
DOCUMENT
submitted either through NEFT/ RTGS transfer in the
(NON-REFUNDABLE)
account of REMC Ltd. (Axis Bank A/c
no.913020000871191, IFSC Code- UTIB0000131,
Branch- DLF, GURGAON), or in the form of DD/ Pay
Order along with the response to RfS in favour of “ REMC
Ltd.”, payable at Gurugram ( Haryana)

7
1. Bids must be submitted strictly in accordance with Section-III, Instructions to
Bidders (ITB) depending upon Type of Tender as mentioned at Clause no. (D) of
Bid Information Sheet. The IFB is an integral and inseparable part of the RfS
document.

2. Bidder(s) are advised to quote strictly as per terms and conditions of the RfS
documents and not to stipulate any deviations/ exceptions.

3. Any bidder, who meets the Qualifying Requirement and wishes to quote against
this RfS, may download the complete RfS document along with its amendment(s) if
any from ISN-ETS Portal (https://www.bharat-electronictender.com) and submit
their Bid complete in all respect as per terms & conditions of RfS Document on or
before the due date of bid submission.

4. Clarification(s)/ Corrigendum(s) if any shall also be available on above referred

websites.

5. Prospective Bidders are requested to remain updated for any notices/

amendments/ clarifications etc. to the RfS document through the websites
https://www.bharat-electronictender.com. No separate notifications will be
issued for such notices/ amendments/ clarifications etc. in the print media or
individually. Intimation regarding notification on the above shall be updated and the
details only will be available from https://www.bharat-electronictender.com.

8
 Section – I
DEFINITIONS OF
TERMS

9
 Following terms used in the documents will carry the meaning and interpretations as described
below:

1. ACT" or "ELECTRICITY ACT, 2003" shall mean the Electricity Act, 2003 and include
any modifications, amendments and substitution from time to time;
2. “AFFILIATE” 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, directly or indirectly,
of more than 50% (fifty percent) of the voting shares of such Company or right to
appoint majority Directors.
3. “APPROPRIATE COMMISSION” shall mean as defined in the PPA;
4. Not used
5. “Awarded Capacity” shall mean the Total aggregate capacity in MW proposed to be
awarded by REMC Ltd. to the successful Bidder through this bidding process as per
terms and conditions specified therein.
6. "B.I.S" shall mean specifications of Bureau of Indian Standards (BIS).
7. “Bid Capacity” shall means capacity offered by the bidder in his Bid under invitation.
8. “BID” or “PROPOSAL” shall mean the documents submitted by the Bidder towards
meeting the techno-commercial and financial qualifying requirements, along with the
price bid submitted by the Bidder as part of its response to the RfS issued by REMC
Ltd.
9. “BIDDER” shall mean Bidding Company (including a foreign company) or a Bidding
Consortium submitting the Bid. Any reference to the Bidder includes Bidding
Company/ Bidding Consortium, Member of a Bidding Consortium including its
successors, executors and permitted assigns and Lead Member of the Bidding
Consortium jointly and severally, as the context may require; foreign companies
participating in the bidding process shall be registered as companies as per the rules
of their country of origin;
10. “BIDDING CONSORTIUM” or “CONSORTIUM” shall refer to a group of Companies
that have collectively submitted the response in accordance with the provisions of this
RfS under a Consortium Agreement;
11. “CAPACITY UTILIZATION FACTOR (CUF)” shall have the same meaning as
10
 provided in CERC (Terms and Conditions for Tariff determination from Renewable
Energy Sources) Regulations, 2009 as amended from time to time;
The CUF shall be calculated based on the annual energy injected and metered at the
Delivery Point. In any Contract Year, if ‘X’ MWh of energy has been metered out at
the Delivery Point for ‘Y’ MW Project capacity, CUF= (X MWh/(Y MW*8766)) X100%;
12. “CENTRAL TRANSMISSION UTILITY (CTU)” shall mean the Central Transmission
Utility as defined in sub-section (10) of section 2 of the Electricity Act 2003;
13. “CHARTERED ACCOUNTANT” shall mean a person practicing in India or a firm
whereof all the partners practicing in India as a Chartered Accountant(s) within the
meaning of the Chartered Accountants Act, 1949.
For bidders incorporated in countries other than India, “Chartered Accountant” shall
mean a person or a firm practicing in the respective country and designated/
registered under the corresponding Statutes/ laws of the respective country;
14. “COMMERCIAL OPERATION DATE (COD)” shall mean the date as defined in
Clause no. 17, Section-III, Instructions to Bidders (ITB) of RfS Documents;
15. “Commissioning” : Means successful operation of the Project / Works by the
Developer, for the purpose of carrying out Performance Test(s) as defined in Bid
document or as per requirement of Applicable Commission/Agency/Railways.
The Project will be considered as commissioned if all equipment as per rated project
capacity has been installed and energy has flown into Railway transmission system in
line with the Commissioning procedures defined in the Bid document;
16. “COMPANY” shall mean a body corporate incorporated in India under the
Companies Act, 2013 or any law in India prior thereto relating to Companies, as
applicable;
17. “Competent Authority’’ shall mean Chief Executive Officer (CEO) of REMC Ltd,
himself and/or a person or group of persons nominated by CEO/REMC Ltd for
the mentioned purpose herein.
18. “Consortium” a group of entities (the “Consortium”), coming together to implement
the Project.
19. “CONTRACT YEAR” shall mean the period beginning from the Effective Date and
ending on the immediately succeeding 31st March and thereafter each period of 12
months beginning on 1st April and ending on 31st March provided that:
i. in the financial year in which the Scheduled Commissioning Date would occur, the

11
 Contract Year shall end on the date immediately before the Scheduled
Commissioning Date and a new Contract Year shall commence once again from

the Scheduled Commissioning Date and end on the immediately succeeding 31 st

March, and thereafter each period of 12 (Twelve) Months commencing on 1 st April

and ending on 31st March, and

ii. provided further that the last Contract Year of this Agreement shall end on the last
day of the Term of this Agreement;
20. “CONTRACTED CAPACITY” shall mean the AC capacity in MW contracted with
Railways for supply by the SPD to Railways at the Delivery Point from the Project,
and shall be equal to the Project Capacity as defined;
21. “CONTROL” shall mean the ownership, directly or indirectly, of more than 50% (fifty
percent) of the voting shares of such Company or right to appoint majority Directors;
22. “CONTROLLING SHAREHOLDING” shall mean more than 50% of the voting rights
and paid up share capital in the Company/ Consortium;
23. “DAY” shall mean calendar day;
24. "Drawl Point" means Railway drawl point at Railway Transmission system i.e.
Railway TSS/SP/SSP/OHE.
25. “EFFECTIVE DATE” shall mean the Agreement shall come into effect from (Enter the
date of PPA signing) and such date shall be referred to as the Effective Date. ;
26. “EQUITY” shall mean Net Worth as defined in Companies Act, 2013;
27. “Estimated Project Cost” Not used.
28. “FINANCIAL CLOSURE” or “PROJECT FINANCING ARRANGEMENTS” means
arrangement of necessary funds by the Solar Power Developer either by way of
commitment of funds by the Company from its internal resources and/or tie up of
funds through a bank/ financial institution by way of sanction of a loan or letter
agreeing to finance;
29. “Government” shall mean the Government of India.
30. “GROUP COMPANY” of a Company means
i. a Company which, directly or indirectly, holds 10% (Ten Percent) or more of the
share capital of the Company or;
ii. a Company in which the Company, directly or indirectly, holds 10% (Ten Percent)
or more of the share capital of such Company or;
iii. a Company in which the Company, directly or indirectly, has the power to direct or
12
 cause to be directed the management and policies of such Company whether
through the ownership of securities or agreement or any other arrangement or
otherwise or;
iv. a Company which, directly or indirectly, has the power to direct or cause to be
directed the management and policies of the Company whether through the
ownership of securities or agreement or any other arrangement or otherwise or;
v. a Company which is under common control with the Company, and control means
ownership by one Company of at least 10% (Ten Percent) of the share capital of
the other Company or power to direct or cause to be directed the management and
policies of such Company whether through the ownership of securities or
agreement or any other arrangement or otherwise;
Provided that a financial institution, scheduled bank, foreign institutional investor, Non-
Banking Financial Company, any mutual fund, pension funds and sovereign funds, shall
not be deemed to be Group Company, and its shareholding and the power to direct or
cause to be directed the management and policies of a Company shall not be considered
for the purposes of this definition unless it is the Project Company or a Member of the
Consortium developing the Project;
31. “GUIDELINES” shall mean the “Guidelines for Tariff Based Competitive Bidding
Process for Procurement of Power from Grid/Railway Transmission System
Connected Solar PV Power Projects” issued by the Ministry of Power vide Resolution
dated 03.08.2017 including subsequent amendments and clarifications thereof.
32. “HOST STATE” shall mean the State in which the Solar Power Projects are to be set
up;
33. "IEC" shall mean specifications of International Electro-technical Commission.
34. “Indian Railways/ Railways/ Nodal Railways/ Zone/Zonal Railways/Railway
Training Institutes”: Shall means Zonal Railways covering the entire geographical
area under that Zone as per the Railway Act 1989 as amended from time to time.
The words “Zonal Railways” and “Railways” have been used interchangeably in RFS
& PPA.
35. “INTER-CONNECTION POINT/ DELIVERY/ METERING POINT” The Solar Power
Plant should be designed for connectivity to
25 kV Single phase AC system Railway transmission line / Traction Sub
Station (TSS) / Sectioning & Paralleling Post (SP) / Sub-Sectioning &

13
 Paralleling Post (SSP) / Over Head Equipment (OHE); As specified in the
Bid document. Metering shall be done at this interconnection point
where the power is injected. For interconnection with grid/Railway
Transmission System and metering, the SPDs shall abide by the relevant
CERC / SERC Regulations, Grid/Railway Transmission System Code
and Central Electricity Authority (Installation and Operation of Meters)
Regulations, 2006 as amended and revised from time to time (as
applicable).

36. “JOINT CONTROL” shall mean a situation where a company has multiple promoters
(but none of the shareholders has more than 50% of voting rights and paid up share
capital);
37. “LEAD MEMBER OF THE BIDDING CONSORTIUM” or “LEAD MEMBER”: There
shall be only one Lead Member, having the shareholding of not less 51% in the
Bidding Consortium. Note: The shareholding of the Lead member in the Project
Company (Special Purpose Vehicle) cannot be changed till 01 (One) year after the
Commercial Operation Date (COD) of the Project;
38. “LETTER OF AWARD” or “LOA” shall mean the letter issued by REMC Ltd. to the
selected Bidder for award of the Project;
39. “LIMITED LIABILITY PARTNERSHIP” or “LLP” shall mean a Company governed
by Limited Liability Partnership Act 2008 or as amended;
40. “LLC” shall mean Limited Liability Company;
41. “Maximum Bid Capacity/ Bid Capacity” shall mean the capacity for which the
Bidder can submit its Bid.
42. “MEMBER IN A BIDDING CONSORTIUM” or “MEMBER” shall mean each
Company in a Bidding Consortium. In case of a Technology Partner being a member
in the Consortium, it has to be a Company;
43. “MONTH” shall mean calendar month;
44. “NET-WORTH” shall mean the Net-Worth as defined section 2 of the Companies
Act, 2013;
45. Not Used ;
46. "O&M" shall mean Operation & Comprehensive Maintenance of Solar PV System;
47. “PAID-UP SHARE CAPITAL” shall mean the paid-up share capital as defined in

14
 Section 2 of the Companies Act, 2013;
48. “PARENT” shall mean a Company, which holds more than 50% voting rights and
paid up share capital, either directly or indirectly in the Project Company or a Member
in a Consortium developing the Project;
49. “PGCIL” or “POWERGRID/RAILWAY TRANSMISSION SYSTEM” shall mean
Powergrid/Railway Transmission System Corporation of India Limited.
50. “POOLING SUBSTATION/ POOLING POINT” shall mean a point where more than
one Solar PV Project may connect to a common Transmission System. Multiple
Projects can be connected to a pooling substation from where common transmission
system shall be constructed and maintained by the SPD(s) to get connected to the
Delivery Point. Further, the metering of the pooled power shall be done at the
injection point, i.e. the Delivery Point. Sub-meters shall be installed at the pooling
substation for metering and forecasting and scheduling of individual Projects. The
losses in the common transmission system up to the injection point shall be
apportioned to the individual Projects for the purpose of billing.
51. “POWER PROJECT” or “SOLAR PROJECT” or “PROJECT” shall mean the solar
power generation facility comprising single/multiple units at single/multiple locations,
having a single/multiple point (s) of injection into the grid/Railway Transmission
System at Interconnection/ Delivery/ Metering Point, or in case of sharing of
transmission lines by separate injection at Pooling Point and having a separate
boundary, control systems and metering. The Project shall include all units/modules
and auxiliaries such as water supply, treatment or storage facilities, bay(s) for
transmission system in the switchyard, dedicated transmission line up to the Delivery
Point and all the other assets, buildings/structures, equipment, plant and machinery,
facilities and related assets required for the efficient and economic operation of the
power generation facility, whether completed or at any stage of development and
construction or intended to be developed and constructed for the purpose of supply of
power to Railways;
52. “Power Purchase Agreement (PPA) or Agreement” means an Agreement
executed hereof between Nodal Railways and SPD, including the schedules,
amendments, modifications and supplements made in writing by the Parties from time
to time; This is supplemented along with the RFS document.
53. “PPP model” shall mean where the bidders intend to enters into the PPA with

15
 Railways for supply of Solar power for 25 years from the date of Commissioning of
project as per the guidelines issued by Ministry of Finance (MoF) vide letter no. F.No.
1/4/2005-PPP dt: 23.01.2006 with latest revisions.
54. “PROJECT CAPACITY” shall mean the maximum AC capacity at the Delivery Point
that can be scheduled on which the Power Purchase Agreement shall be signed.
55. “PROJECT COMMISSIONING”: The Project will be considered as commissioned if
all equipment as per rated project capacity has been installed and energy has flown
into grid/Railway Transmission System, in line with the Commissioning procedures
defined in the RfS/ PPA.
56. “PROJECT DEVELOPER” or “DEVELOPER” or “SOLAR POWER DEVELOPER
(SPD)” shall mean the Bidding Company or a Bidding Consortium participating in the
bid and having been selected and allocated a project capacity by REMC Ltd. (through
a competitive bidding process), including the SPV formed by the selected bidder/
consortium for the purpose of setting up of project and signing of PPA with Railways.
57. “PROJECT LOCATION” shall mean the area identified by the REMC Ltd./ Railways,
comprising private/farmers land, where the Project is being implemented.
58. “Package” shall mean individual solar project as defined in Annexure-G. Tender
evaluation & E-reverse auction will be conducted package wise.
59. “Railway Traction System/ Railway Transmission System” shall mean 25 kV
Railway transmission line / Traction Sub Station (TSS) / Sectioning & Paralleling Post
(SP) / Sub-Sectioning & Paralleling Post (SSP) / Over Head Equipment (OHE).
60. Deleted
61. “Re. or Rs. or INR” means Indian Rupee.
62. “REMC Ltd” shall mean the JV company of Ministry of Railways & RITES Limited
earlier known as Railway Energy Management Company Limited (REMCL).
63. “RfS” or “RfS DOCUMENT” or “BIDDING DOCUMENT(S)” or “TENDER
DOCUMENTS” shall mean the “Request for Selection” document issued by REMC
Ltd including standard Power Purchase Agreement, along with all attachments,
clarifications and amendments thereof vide this RfS No. REMCL/CO/Solar/Phase-
IV/2022 Dated: 10.05.2022
64. “Railway” shall mean Zonal Railway / Nodal Railway (NR) / PUs / Railway Training
Institutes.
65. “SCHEDULED COMMISSIONING DATE” or “SCD” shall be the date as indicated in

16
 Clause 16, Section-III of the RfS;
66. “SELECTED BIDDER” or “SUCCESSFUL BIDDER” shall mean the Bidder selected
pursuant to this RfS to set up the Project and supply electrical output as per the terms
of PPA.
67. “SNA” shall mean State Nodal Agency.
68. “SOLAR PV PROJECT” shall mean the Solar Photo Voltaic Power Project that uses
sunlight for direct conversion into electricity through Photo Voltaic Technology.
69. “SPD” shall mean Solar Power Developer, a Corporate Entity and Company
incorporated by the bidder as per Indian Laws in accordance with Companies Act,
1956 or Companies Act 2013, selected as successful bidder as an outcome of
tendering process declared by REMC Ltd.
70. “SPV” shall mean Special Purpose Vehicle.
71. “STATE TRANSMISSION UTILITY” or “STU” shall mean the Board or the
Government Company notified by the respective State Government under Sub-
Section I of Section 39 of the Electricity Act, 2003.
72. “STU” shall mean State Transmission Utility.
73. “Successful Bidder (s) /Contractor/Project Developers (s)/Developer ” shall
mean the Bidder(s) selected by REMC Ltd. pursuant to this RFS, for Implementation
of Grid/Railway Transmission System Connected Solar PV System as per the terms
of the bid document (RFS /PPA), and to whom a LOA has been issued by REMC Ltd.
74. “TOE” shall mean Tender Opening Event.
75. Total Project Cost” Not Used;
76. “TRADING MARGIN” : Not Used;
77. “ULTIMATE PARENT” shall mean a Company, which owns more than 50% (Fifty
Percent) voting rights and paid up share capital, either directly or indirectly in the
Parent and Affiliates;
78. “WEEK” shall mean calendar week;

17
 INTERPRETATIONS

1. Words comprising the singular shall include the plural & vice versa.

2. An applicable law shall be construed as reference to such applicable law including

its amendments or re-enactments from time to time.

3. A time of day shall save as otherwise provided in any agreement or document be

construed as a reference to Indian Standard Time.

4. Different parts of this contract are to be taken as mutually explanatory and

supplementary to each other and if there is any differentiation between or among
the parts of this contract, they shall be interpreted in a harmonious manner so as to
give effect to each part.

5. The table of contents and any headings or sub headings in the contract has been
inserted for case of reference only & shall not affect the interpretation of this
agreement.

18
 Section – II
INVITATION FOR
BIDS (IFB)

19
 INVITATION FOR

BIDS (IFB) FOR

(SINGLE STAGE TWO ENVELOPE BIDDING)

under e-Tendering

1.0 Indian Railways is engaged in the business of running freight and passenger
train services in the country. Presently Railway is taking power as Deemed
Licensee in many states. Accordingly, Railways endeavor to source s olar
power by establishing solar plants on private/farmers land near TSS through
“Tariff Based Competitive Bidding” to utilize renewable energy as well as to
meet its Solar Purchase Obligations (SPO).

REMC Ltd. is a Joint Venture (JV) company of India Railways (49%) and
RITES Ltd. (51%), hereinafter referred to as “REMC Ltd.” , having its registered
office at Core-1, 12th Floor, SCOPE Minar, Laxmi Nagar, Delhi-110 092 and
currently operated at office at REMC LTD, 8th Floor PNB Building, 7, Bhikaji
Cama Place, New Delhi-110066. Ministry of Railways has designated REMC
Ltd as Nodal Agency of Indian Railways for implementation of Renewable
Energy Projects.

In the above backdrop, Indian Railways is planning to set up a ground mounted

land based solar plant near the Traction Sub-station under “Tariff Based
Competitive Bidding” through developer mode in private/farmer’s land parcels.
REMC Ltd. for & on behalf of Ministry of Railways invites eligible Bidders to
participate in the bidding process for “ Setting up of Land Based Solar PV
Power plant on Private/Farmers Land near the Traction Sub-station (TSS) at 25
kV connectivity under Tariff Based Competitive Bidding.” Bidders are
encouraged to visit the site and assess the best available capacities from the
given site(s), so as to maximize the generation within the given area.

All the activities related to bid process management starting from publishing of
the bid document (RFS/PPA) till award of LOA to successful bidder will be
done by REMC Ltd. on behalf of Indian Railways. Thereafter, the Power
Purchase Agreements (PPA) shall be processed & signed by the respective
nodal Zonal Railway with the successful Solar Power Developer. The day to

20
 day coordination during construction of Solar plants would be under Zonal
Railways. REMC Ltd. will act as the Bid process coordinator and manage the
bid on behalf of Railways. REMC Ltd. shall also be associated in planning,
scheduling and forecasting of power after commencement of power from the
solar plants.

2.0 Ministry of Power (MoP) has issued “Guidelines for Tariff Based Competitive
Bidding Process for Procurement of Power from Grid/Railway Transmission
System Connected Solar PV Power Projects” vide Gazette Resolution dated
03.08.2017. These Guidelines have been issued under the provisions of
Section 63 of the Electricity Act, 2003 for long term procurement of electricity
by the ‘Procurers’, from grid/Railway Transmission System-connected Solar PV
Power Projects, having size of 5 MW and above, through competitive bidding.
This RfS document has been broadly prepared in line with the above
Guidelines issued by MoP dated 03.08.2017, including subsequent
amendments and clarifications.

3.0 With the vision of become green transporter with zero carbon emission , Indian
Railways has envisioned to implement 20 GW Solar PV power plants by 2030.
To achieve above vision, REMC ltd on behalf of Indian Railways wishes to
invite proposals for setting up of grid/Railway Transmission System connected
Solar PV projects on private/farmers land parcels near the Traction Sub-station
across various Zonal Railways on “Build Own Operate” (B-O-O) basis for an
aggregate capacity of ……… MW. REMC Ltd. is acting as Bid Process
Coordinator and Zonal Railways shall enter into a Power Purchase Agreement
(PPA) with the successful Bidder selected based on this RfS for purchase of
Solar Power for a period of 25 years based on the terms, conditions and
provisions of the RfS.

4.0 The bidding process will be a single stage two packet centralized bidding
process carried out by REMC Ltd. on behalf of Nodal Railways. The bid
document comprises of RfS and PPA. The bidders will submit one bid packet
comprising of the technical and financial qualification & price bid envelope with
supporting documents corresponding to the requirements of Request for
Selection (RfS) on e-bidding portal on or before the Bid due date.
All the activities related to bid processing management starting from
21
 Uploading/ Publishing of NIT/ RfS/PPA till award of LOA to successful bidders
will be done by REMC Ltd. on behalf of Indian Railways. Thereafter all
activities related to execution of work will be carried out by respective Zonal
Railways (ZR), including the Power Purchase Agreement signed with the
respective developers. REMC Ltd. will act as the Bid Process Co-ordinator and
manage the bid centrally on behalf of all Zonal Railways. REMC Ltd.’s
responsibility will cease after issue of LOA. REMC Ltd. does not hold any
responsibility in case of any dispute or litigation arises in PPA and execution of
work after issuance of LOA by REMC Ltd.

OVERVIEW OF THE RfS

5.0 Solar Power Developers (hereinafter referred to as SPDs) selected by REMC

Ltd based on this RfS, shall set up Solar PV Projects on Build Own Operate
(BOO) basis in accordance with the provisions of this RfS document and
standard Power Purchase Agreement (PPA).

6.0 Zonal Railways shall enter into PPA with successful SPDs for a period of 25
years from the date as per the provisions of PPA. The tariff quoted by the
bidders shall be inclusive of all statutory taxes, duties, levies, cess etc. if
applicable as on the last date of bid submission.

The Bidders will be free to avail fiscal incentives like Accelerated Depreciation,
Concessional Customs and Excise Duties, Tax Holidays etc. as available for
such Projects. The same will not have any bearing on comparison of bids for
selection. As equal opportunity is being provided to all bidders at the time of
tendering itself, it is up to the bidders to avail various tax and other benefits. No
claim shall arise on REMC Ltd. / Railways for any liability if bidders are not able to
avail fiscal incentives and this will not have any bearing on the applicable tariff.
REMC Ltd. does not however, give a representation on the availability of fiscal
incentive and submission of bid by the bidder shall be independent of such
availability or non-availability as the case may be of the fiscal incentives.

7.0 Bidders shall submit their bid by offering a single tariff for each package, which
shall be applicable for the entire term of the PPA.

8.0 If the Project is transferred or sold to a third party during its tenure (after initial
lock-in period of 1 year after COD), Railways will retain full rights to
22
 operationalize the PPA with the third party, which will be under full obligation to
honour all the obligations and terms & conditions of the PPA. (reference Article
4.1.1 (g) of PPA)

SELECTION OF TECHNOLOGY & ELIGIBLE PROJECTS UNDER THIS RfS

9.0 The Projects to be selected under this RfS shall be of capacities as defined in
the package details to be set up under the RfS. The Projects shall provide for
deployment of Solar PV Technology. However, the selection of projects would
be technology agnostic within the technology mentioned above. Crystalline
Silicon or Thin Film or CPV, with or without Trackers can be installed. Only
commercially established and operational technologies can be used, to
minimize the technology risk and to achieve the timely commissioning of the
Projects.

10.0 Not Used

GUIDELINES FOR IMPLEMETATION OF THE RfS

11.0 Not Used

12.0 REMC Ltd. has floated this RfS in the capacity of “ Bid Process Coordinator”
and REMC Ltd./ Zonal Railways may develop a suitable monitoring
mechanism, to analyse the performance of the project and carry out random
checks to verify compliance of quality standards.

13.0 MNRE/Railways may also lay down conditions in order to meet forecasting and
scheduling requirements by appropriate commission or such other
requirements including partial storage, to improve power quality.

GENERAL

14.0 The complete RfS Documents are available at ISN-ETS portal

https://www.bharat- electronictender.com . Interested bidders shall
download the RfS Documents from the portal https://www.bharat-
electronictender.com as per the provisions available therein.
15.0 Interested bidders have to necessarily register themselves on the portal
https://www.bharat-electronictender.com through M/s Electronic
Tender.com (India) Pvt. Limited to participate in the bidding under this invitation
23
 for bids. It shall be the sole responsibility of the interested bidders to get
themselves registered at the aforesaid portal for which they are required to
contact M/s Electronic Tender.com (India) Pvt. Limited, New Delhi to complete
the registration formalities. Contact details of ISN-ETS is mentioned on the Bid
Information Sheet. All required documents and formalities for registering on
ISN- ETS are mentioned in the subsequent RfS documents.

They may obtain further information regarding this IFB from the office of REMC
Ltd. at the address given on the Bid Information Sheet from 10:00 hours to
17:00 hours on all working days.

For proper uploading of the bids on the portal namely https://www.bharat-

electronictender.com (hereinafter referred to as the ‘portal’), it shall be the
sole responsibility of the bidders to apprise themselves adequately regarding
all the relevant procedures and provisions as detailed in the portal as well as by
contacting M/s Electronic Tender.com (India) Pvt. Limited directly, as and when
required, for which contact details are also mentioned on the Bid Information
Sheet. REMC Ltd. in no case shall be responsible for any issues related to
timely or properly uploading/ submission of the bid in accordance with the
relevant provisions of Section II - ITB of the Bidding Documents.

16.0 While submitting/ uploading the bids, the system through portal asks to key
in the pass- phrase for encryption of the documents. The pass-phrase is
required by REMC Ltd. for opening the bids (Separate for both First
Envelopes as well as Second Envelopes). The same may be submitted on
the portal as per the provisions existing for submission of the pass-
phrase and as per the details given in ITB.

In the event of not opening of the bid with the pass-phrase provided by the
bidder, REMC Ltd. at its discretion may give an option through the portal, to
the bidder to open its bid as per provisions available on the portal. However,
REMC Ltd. shall not be responsible if bid could not be opened within
reasonable time for what so ever reason. In such a case, the bid shall be
sent unopened to ‘Archive’ on the portal and shall not be considered at all
any further.

24
17.0 A Single Stage Two Envelope Bidding Procedure will be adopted and will
proceed as detailed in the RfS Documents. Bidding will be conducted through
the competitive bidding procedures as per the provisions of ITB and the
contract shall be executed as per the provisions of the Contract. The
respective rights of REMC Ltd./ Railways and the Bidder/ SPD shall be
governed by the RfS Documents/ Contract signed between REMC Ltd./
Railways and the SPD for the package.

18.0 Bidders should submit their bid proposal online complete in all aspect on or
before last date and time of Bid Submission as mentioned on ISN-ETS
Portal (https://www.bharat- electronictender.com), and as indicated in the
Bid Information Sheet.

19.0 Bidder shall submit bid proposal along with non-refundable Document Fees
and Earnest Money Deposit (EMD) (if applicable) /Declaration of Bid
Security complete in all respect as per the Bid Information Sheet. Techno-
Commercial bids will be opened as per the Bid Information Sheet in online
presence of authorised representatives of bidders who wish to be present
online. Bid proposals received without the prescribed Document Fees and
Earnest Money Deposit (EMD) (if applicable) /Declaration of Bid Security
will be rejected. In the event of any date indicated is a declared Holiday,
the next working day shall become operative for the respective
purpose mentioned herein.

20.0 RfS documents which include Eligibility Criteria, Technical Specifications,

various Conditions of Contract, Formats etc. can be downloaded from ISN -
ETS Portal (https://www.bharat-electronictender.com). It is mandatory to
download official copy of RfS Document from Electronic Tender
System (ISN-ETS) Portal to participate in the Tender. Any amendment(s)/
corrigendum(s)/ clarification(s) with respect to this RfS shall be uploaded on
ISN-ETS website. The Bidder should regularly check for any Amendment(s)/
Corrigendum(s)/ Clarification(s) on the above mentioned ISN-ETS website.
However, in case of any discrepancy, the information available on ISN-
ETS website shall prevail.

21.0 In case the bidder submits the bid for more than one package, then separate

25
 EMD(s) (if applicable) in the form of BG for each package/Declaration of Bid
Security shall be furnished by the bidder along with the response to this RfS.
Kindly refer the Clause of Bid Information Sheet for details. EMD (if
applicable) /Declaration of Bid Security shall be enclosed in a sealed
envelope and shall be submitted in the office of REMC Ltd. (offline) whose
mailing address is mentioned in the Bid Information Sheet.

22.0 The detailed Qualifying Requirements (QR) are given in Section-IV of RfS.

23.0 REMC Ltd. shall conduct e-Reverse Auction (e-RA), if required or as per
provisions of RfS documents.

24.0 REMC Ltd. reserves the right to cancel/ withdraw/ defer this invitation
for bids without assigning any reason and shall bear no liability
whatsoever consequent upon such a decision.

26
 Section – III
INSTRUCTIONS TO
BIDDERS (ITB)

27
 Preamble

This part (Section - III) of the RfS Documents provides the information
necessary for bidders to prepare responsive bids, in accordance with the
requirements of REMC Ltd.. It also provides information on bid submission
and uploading the bid on portal https://www.bharat-electronictender.com, bid
opening, evaluation and on contract award. This Section (Section III)
contains provisions that are to be used unchanged unless consists of
provisions that supplement, amend, or specify in detail, information or
requirements included in RfS and that are specific to each procurement,
states otherwise.
Bidders may note that the respective rights of REMC Ltd./ Indian Railways
and Bidders/ Contractors shall be governed by the RfS Documents/
Contracts signed between REMC Ltd./ Indian Railways and the
Bidder/SPDs.
Further in all matters arising out of the provisions of this Section - III and the
RfS Documents, the laws of India shall be the governing laws subject to
regulatory and adjudicatory jurisdiction of the Central Electricity Regulatory
Commission and courts of New Delhi shall have exclusive jurisdiction.

1 OBTAINING RfS DOCUMENTS

The RfS document can be downloaded from the website of M/s Electronic
Tender.com (India) Pvt. Limited https://www.bharat-electronictender.com.
Note: Interested bidders have to download the official copy of RfS &
other documents after login into the ISN-ETS portal by using the Login
ID & Password provided by ISN-ETS during registration (Refer
Annexure - C). The bidder shall be eligible to submit/ upload the bid
document only after logging into the ISN-ETS portal and downloading
the official copy of RfS.

2 COST OF DOCUMENTS & EARNEST MONEY DEPOSIT (EMD) (if applicable)

/Declaration of Bid Security
Prospective Bidders interested to participate in the bidding process are
required to submit their Project proposals in response to this RfS document
along with bid document fee (non- refundable) & EMD (if applicable)
28
 /Declaration of Bid Security as mentioned in the Bid Information Sheet. A
bidding Company/ Consortium will be eligible to participate in the bidding
process only on submission of entire financial amounts as per the Bid
Information Sheet. In case the Bidder chooses to submit the amounts
pertaining to Cost of RfS document through NEFT/RTGS (electronic
transfer) & EMD (if applicable) in the form of bank Guarantee/Declaration of
Bid Security along with response to this RfS, the Bidder shall submit the
transaction receipt instead of the corresponding DDs, as part of the offline
bid submission.
The bank details of REMC Ltd are as follows :

Axis Bank
A/c. No. 913020000871191,
IFSC Code- UTIB0000131,
Branch- DLF, GURGAON
Bids submitted without cost of the RfS document and/ or Bank
Guarantee against Earnest Money Deposit (EMD) (if applicable)
/Declaration of Bid Security (including partial submission of any one of
the respective amounts), may be liable for rejection by REMC Ltd .
MSMEs (Micro, Small and Medium Enterprises) registered under Udyog
Aadhaar only are exempted from submission of Cost of Tender Document &
Earnest Money Deposit (EMD) (if applicable).

3 TOTAL CAPACITY OFFERED

Total capacity offered along with site details & connectivity details is
provided as Annexure -G

4 PROJECT LOCATION
Please refer Annexure- G

5 PROJECT SCOPE & TECHNOLOGY SELECTION

Under this RfS, the SPD shall set up the Solar PV Project including
dedicated transmission network up to the Interconnection/ Delivery Point, at
its own cost and in accordance to the provisions of this RfS document. All

29
 approvals, permits and clearances required for setting up of the Project and/
or dedicated transmission network upto interconnection/ delivery point
(including connectivity and LTA) including those required from State
Government and local bodies shall be in the scope of the SPD. The Project
to be selected under this RfS provides for deployment of PV Technology.
However, the selection of Project would be technology agnostic within PV
technology and crystalline silicon or thin film or CPV, with or without
Trackers can be installed.

The SPD shall be required to follow the applicable rules regarding project
registration with the State Nodal Agency (SNA) in line with the provisions of
the applicable policies/regulations of the State where the Project is being
located. It shall be the responsibility of the SPD to remain updated about
the applicable charges payable to the SNA under the respective State Solar
Policy.

6 Not Used
7 CONNECTIVITY WITH THE STU/ RAILWAYS TRANSMMISION SYSTEM.
7.1 The Solar Power Plant should be designed for connectivity to

25 kV Single phase AC system Railway transmission line /

Traction Sub Station (TSS) / Sectioning & Paralleling Post (SP) /
Sub-Sectioning & Paralleling Post (SSP) / Over Head Equipment
(OHE);

As specified in the Bid document. Metering shall be done at this

interconnection point where the power is injected. For
interconnection with grid/Railway Transmission System and
metering, the SPDs shall abide by the relevant CERC / SERC
Regulations, Grid/Railway Transmission System Code and Central
Electricity Authority (Installation and Operation of Meters)
Regulations, 2006 as amended and revised from time to time.

Details of various packages are provided in Annexure-G of RfS.

For feeding power at 25kV, RDSO report on “Feeding Solar Power at

SP/SSP/TSS at 25 kV provided at Annexure-J to be referred for
constraints, prerequisite for evacuation of solar energy for traction,
possible configuration of PV plant connection to OHE etc.
30
7.2 The responsibility of getting connectivity with the transmission system
owned by the Railway Traction System, as may be required, will be of
the SPD and shall be at the cost of the SPD. The transmission of power
up to the Interconnection Point / Delivery Point where the metering is
done for energy accounting shall be the responsibility of the SPD at his
own cost. The maintenance of Transmission system up to the Inter-
connection Point shall be the responsibility of the SPD, to be undertaken
entirely at its cost and expense.

7.3 The arrangement of connectivity shall be made by the SPD through a

dedicated transmission line for the individual Project or Pooled Projects,
as the case may be. The entire cost of transmission including cost of
construction of line, wheeling charges, SLDC/Scheduling charges`,
SOC, MOC, maintenance, losses etc. and any other charges from the
Project up to the Delivery Point will be borne by the SPD.

7.4 The scheduling of power from the Project as per the applicable
regulation shall be the responsibility of the SPD and any financial
implication on account thereof shall be borne by the SPD. Reactive
power charges and charges against power drawn from grid/Railway
Transmission System as per CERC/ SERC regulations, shall be payable
by SPD as per provisions of PPA.
7.5 Metering arrangement of each project shall have to be adhered to in line
with relevant clause of PPA (refer Article-7 of PPA). Wherever feasible,
Two or more projects can be connected to a common pooling substation
from which the pooled power can be transferred to the STU substation
through a common transmission line subject to the following conditions
(as applicable) :
a) Acceptance of such an arrangement by Railways/STU/SLDC (as applicable).
b) The meters for each project at pooling substation are sealed by
Railways/STU/Discom/ SLDC (as applicable).

c) Energy injected by each Project will be recorded and signed jointly by

all Project owners and copies of the same will be submitted to
31
 Railways as required.
d) The energy accounts are divided and clearly demarcated for the power
generated at solar project and are issued by the
STU/SLDC/RPC/Railways concerned.
e) In case of Pooling substation, losses in the transmission line between
the Pooling substation and the STU substation, shall be apportioned
among the SPDs who share such a Pooling arrangement, based on
their monthly generation.
7.6 The costs associated with this arrangement will also be borne by the
SPD including the wheeling charges and losses up to the
Interconnection Point. The SPDs may decide to share the cost of
transmission charges and other associated charges from the Pooling
Point up to the Interconnection Point, amongst themselves. SPDs
shall have to get a certification regarding the losses in the common
line from their respective STU/ any other transmission utility (if
applicable).
7.7 The Railways will be responsible for all transmission charges and
losses and any other charges as applicable under the respective
regulations beyond Delivery Point.
7.8 The SPD shall comply with CERC/SERC regulations on Forecasting,
Scheduling and Deviation Settlement, as applicable and are
responsible for all liabilities related to LTA (if applicable) and
Connectivity. The scheduling of power from the project as per the
applicable regulation shall be the responsibility of the SPD and any
financial implication on account thereof shall be borne by the SPD. In
order to remove potential discrepancies and ambiguities, the SPDs are
hereby instructed that, as part of scheduling of power from the Project,
they will be required to punch-in their respective schedules and
subsequent revisions, by themselves, at the interfaces of all the
RLDCs concerned for the corridor of power flow, including the RLDC
of the off taker side, as per the Regulations in force, under intimation
to Railways. Railways/REMC Ltd. may facilitate in identification of any
discrepancy and assist the SPD for its early rectification without any

32
 liability on Railways/REMC Ltd. The SPD shall be solely responsible
for discrepancy identification and its rectification to avoid any
rejection/less payment of invoices.
7.9 The SPDs shall be required to apply for connectivity, along with all the
required documents, at the identified substations within 30 days of
Effective Date of PPA. At least 30 days prior to the proposed
commissioning date, the SPD shall be required to submit the
connectivity letter from the STU.
7.10 The SPD shall be required to follow the detailed Connectivity
Procedure as per STU’s/Railway Traction System’s guideline or
procedure in vogue. The entire cost of transmission including cost of
construction of line, maintenance, losses or any other charges as
notified by STU/Railway Traction System’s etc. from the project up to
and including at the interconnection point will be borne by the SPD.
The Bidders are free to choose the Railway Traction System’s for
Interconnection of the Project within the jurisdiction of TSS specified
in the Annexure-G such as 25 kV TSS, OHE SP, SSP, etc. While
doing so, the Bidders shall apply due diligence while choosing the
connectivity points.
The SPDs shall be required to apply for connectivity at the Railway
traction Systems within 30 days of Effective Date of PPA.
8 ENERGY SUPPLY BY SOLAR POWER DEVELOPER ( refer Article 4.4 of PPA)

8.1 CRITERIA FOR ENERGY SUPPLY

The Bidders will declare the annual CUF of the Projects at the time of
submission of response to RfS, and the SPDs will be allowed to revise the
same once within first year after COD. Thereafter, the CUF for the Project
shall remain unchanged for the entire term of the PPA. The declared annual
CUF shall in no case be less than 17%. It shall be the responsibility of the
SPD, entirely at its cost and expense to install such number of Solar panels
and associated equipment as may be necessary to achieve the required
CUF, and for this purpose SPD shall make its own study and investigation of
the GHI and other factors prevalent in the area which have implication on
the quantum of generation. SPD shall maintain generation so as to achieve
33
 annual CUF within + 10% and -15% of the declared value till the end of 10
years from COD, subject to the annual CUF remaining minimum of 15%, and
within +10% and -20% of the declared value of the annual CUF thereafter till
the end of the PPA duration of 25 years. The lower limit will, however, be
relaxable by Railways to the extent of non-availability of grid/Railway
Transmission System/off- take constraints for evacuation which is beyond the
control of the SPD. The annual CUF will be calculated every year from 1st
April of the year to 31st March next year.

8.2 SHORTFALL IN ENERGY SUPPLY

If for any Contract Year, it is found that the SPD has not been able to supply
minimum energy corresponding to the value of annual CUF within the
permissible lower limit of CUF declared by the SPD, on account of reasons
primarily attributable to the SPD, such shortfall in performance shall make
the SPD liable to pay the compensation provided in the PPA. This
compensation shall be applied to the amount of shortfall in generation during
the Contract Year. The amount of compensation shall be equal to the
amount payable (including RECs) by the Railways towards non - meeting of
RPO, which shall ensure that the Railways is offset for all potential costs
associated with low generation and supply of power under the PPA, subject
to a minimum of 25% (twenty-five per cent) of the cost of this shortfall in
energy terms, calculated at PPA tariff.
The reference to the compensation for shortfall to enable Railways for not
meeting RPO is only a measure of damage. It shall not be construed
that the compensation is payable by SPD only if the Railways are required
to pay compensation for such not meeting of RPO or that the Nodal/zonal
Railways or the SPD shall be required to prove or establish such payment of
compensation for not meeting the RPO.

SPD shall agree that the methodology specified herein above for calculation
of liquidated damages payable by the SPD for shortfall in generation is a
genuine and accurate pre- estimation of the actual loss that will be suffered
by Railways. SPD shall further acknowledge that a breach of any of the
obligations contained herein result in injuries and that the amount of the
34
 liquidated damages or the method of calculating the liquidated damages
specified in this document is a genuine and reasonable pre-estimate of the
damages that may be suffered by the Railways in each case specified under
this Agreement.
However, this compensation shall not be applicable in events of Force
Majeure identified under the PPA with Railways, affecting supply of solar
power by the SPD.

8.3 EXCESS GENERATION

Any excess generation over and above 10% of the upper limit of contracted
energy as per the declared annual CUF, may be purchased by Zonal Railway
at the tariff in term of as per Article 9,provided the Zonal Railway consents to
purchase such power. While the SPD would be free to install the DC solar
field as per its design of required output, including its requirement of auxiliary
consumption and to reconfigure and/or repower the Project from time to time
during the term of the PPA, it will not be allowed to sell any excess power to
any other entity other than Zonal Railway. The SPD shall be required to
intimate Zonal Railway about the proposed excess quantum of energy likely
to be generated from the Project within any Contract Year, at least 30 days
prior to the proposed date of commencement of excess generation. Zonal
Railway shall be required to intimate its approval/refusal to the SPD, for
buying such excess generation not later than 15 days of receiving the above
offer from the SPD.
However, in case at any point of time, the peak of capacity reached is
higher than the contracted capacity and causes disturbance in the system at
the point where power is injected, the SPD will have to forego the excess
generation and reduce the output to the rated capacity and shall also have to
pay the penalty/charges (if applicable) as per applicable regulations /
requirements / guidelines of CERC / SERC /SLDC or any other competent
agency.
Any energy produced and flowing into the grid/Railway Transmission System
before Scheduled Commissioning Date shall not be at the cost of Zonal
Railway. Zonal Railway may agree to buy such power at a tariff as agreed to
between SPD and the Zonal Railway as its own discretion.
35
8.4 OFFTAKE CONSTRAINTS DUE TO TRANSMISSION INFRASTRUCTURE/
GRID/RAILWAY TRANSMISSION SYSTEM UNAVAILABILITY & BACKDOWN

a. Generation Compensation in offtake constraint due to

Transmission Infrastructure not complete/ ready (Transmission
constraint): After the scheduled commissioning date, if the Project
is ready in all respects including the dedicated transmission line to
be established by the SPD to connect to the grid/Railway
Transmission System, but the necessary power evacuation/
transmission infrastructure is not ready, for reasons not attributable
to the Solar Power Developer, leading to offtake constraint, the
provision for generation compensation is as follows.
Transmission Constraint Provision for Generation Compensation
If the Project is ready in all a. The normative CUF of 19% (Nineteen Percent) or
respects including the committed CUF, whichever is lower, for the period
dedicated transmission line of grid/Railway Transmission System
to be established by the unavailability, shall be taken for the purpose of
SPD to connect to the calculation of generation loss. Corresponding to
grid/Railway Transmission this generation loss, the excess generation by the
System, but the necessary SPD in the succeeding 03 (Three) Contract
power evacuation/
Years, shall be procured by Railways at the PPA
transmission infrastructure
tariff so as to offset this loss.
is not ready, leading to
offtake constraint. b. If the transmission delay is directly attributable to
the organization building the transmission network
and some penalty is imposed on him, then a part
of that penalty may be utilized by Railways for
compensating the generation loss.

However, it is clarified that if the project is ready for commissioning prior

to the Scheduled commissioning date, but the offtake is constrained
because of inadequate/ incomplete power evacuation infrastructure, no
compensation shall be permissible.

b. Compensation in offtake constraint due to Grid/Railway

Transmission System Unavailability: During the operation of the project,
there can be some periods where the project can generate power but due
to temporary transmission unavailability the power is not evacuated, for
reasons not attributable to the Solar Power Developer. In such cases the
36
generation compensation shall be addressed by Railways in following
manner:

Duration of Grid/Railway Provision for Generation Compensation

Transmission System
unavailability
Grid/Railway Transmission
System unavailability in a
contract year as defined in the
PPA: (only period from 8 am to
6 pm to be counted), for
Grid/Railway Transmission
System unavailability beyond
50 hours in a Contract Year:
Generation Loss = [(Average Generation per hour
during the Contract Year) × (number of hours of
grid/Railway Transmission System unavailability
during the Contract Year)]
Where, Average Generation per hour during the
Contract Year (kWh) = Total generation in the Contract
Year (kWh) ÷ Total hours of generation in the Contract
Year.
The excess generation by the SPD equal to this
generation loss shall be procured by Railways at the
PPA tariff so as to offset this loss in the succeeding 3
(three) Contract Years.

c. Offtake Constraints due to Backdown: The SPD and Buying Entity

shall follow the forecasting and scheduling process as per the regulations
in this regard by the CERC.

The Government of India, as per Clause 5.2(u) of the Indian Electricity

Grid/Railway Transmission System Code (IEGC), provides for status of
“must-run” to solar power projects. Accordingly, no solar power plant,
duly commissioned, should be directed to back down by a Discom/ Load
Dispatch Centre (LDC). except for the cases where the Backdown is on
account of events like consideration of grid/Railway Transmission System
security or safety of any equipment or personnel or other such
conditions, the Solar Power Developer shall be eligible for a Minimum
Generation Compensation, in the manner detailed below.
Duration of Backdown Provision for Generation Compensation
Hours of Backdown during a Minimum Generation Compensation = 100% of
monthly billing cycle. [(Average Generation per hour during the
month) × (number of backdown hours during
the month)]X PPA Tariff
Where, Average Generation per hour during the
month (kWh) = Total generation in the month (kWh)
÷ Total hours of generation in the month.

37
 The Generation Compensation is to be paid as part of the energy bill for
the successive month after receipt of Regional Energy Accounts
(REA)/SEA/JMR.
Note: Notwithstanding anything mentioned above, the provisions of Clause 8.4
of the RfS shall be applicable subject to the acceptance of the same by the
respective Nodal/zonal Railways.

8.5 Solar power plants of all packages are connected to Railway Transmission system
at 25 kV. SPD shall ensure that there shall not be any export of solar power from
Railway transmission system to STU/CTU Grid.

9 CLEARANCES REQUIRED FROM THE STATE GOVERNMENT AND

OTHER LOCAL BODIES

9.1 The Solar Power Developers are required to obtain all necessary
clearances and permits as required for setting up the Solar Power
Projects, including but not limited to the following:
a. No Objection (NOC)/Environmental clearance (if applicable) for the Project.

b. Forest Clearance (if applicable) for the land for the Project.

c. Approval for water from the concerned authority (if applicable)

required for the Project.
d. Any other clearances as may be legally required, in order to

establish and operate the Project.

The above clearances, as applicable for the Project, shall be required to

be submitted to Railways prior to commissioning of the Project. In case
of any of the clearances as indicated above being not applicable for the
said Project, the SPD shall submit an undertaking in this regard, and it
shall be deemed that the SPD has obtained all the necessary
clearances for establishing and operating the Project. Any
consequences contrary to the above shall be the responsibility of the
SPD.
Note: The SPD shall apply for all the necessary approvals, permits and
clearances not more than 90 days from the Effective Date of PPA, which
38
shall be complete in all respects, incorporating the clarifications/changes
as required by the concerned authorities. The above timeline shall be
adhered to, in order to examine cases where the SPD faces delay in
grant of the necessary approvals and permits, for a period substantially
greater than the standard period of grant of approval by the respective
organizations.

39
 10 Declaration of Bid Security: The Bidder shall submit the declaration of bid
security as per Format 7.3 A of the RfS as part of its response to the RfS. By
submission of this declaration, the bidder hereby accepts that if it withdraws or
modifies its response to RfS during the bid validity period, it will be
suspended/barred from bidding in future REMC Ltd's tenders for a period of 2
years from the date of default as notified by REMC Ltd.

Provisions under Clause 22 of Section-III of the RfS (Test of Responsiveness) will

result in deviation from the declaration submitted under Format 7.3 A, and
applicable action will be taken by REMC Ltd.'s in this regard.

Further, provisions of this Clause will be triggered by any of the following:

a. If the bidder withdraws or varies the bid after due date and time of bid
submission and during the validity of bid;
b. In case, REMC Ltd. offers to execute the PPA with the Selected Bidder and if
the Selected Bidder does not submit the requisite documents as per RfS or does
not execute the PPA within the stipulated time period;
c. If after issuance of LoA, it is found that the documents furnished by the bidders
as part of response to RfS are misleading or misrepresented in any way;
d. If the bidder fails to furnish required Performance Bank Guarantee/POI in
accordance with requirement of the RfS/PPA.

11 PERFORMANCE BANK GUARANTEE (PBG)/ PAYMENT ON ORDER

INSTRUMENT (POI)

11.1 Bidders selected by REMC Ltd. based on this RfS shall submit
Performance Guarantee for a value @ Rs. 10.68 Lakh/ MW/ Project (INR
10,68,000/MW/Project) at least 07 working days prior to signing of PPA
(PPA signing date to be intimated by respective Zonal Railways). It may be
noted that successful Bidders shall submit the Performance Guarantee
according to the Format 7.3B with a validity period of 27 months from the
Effective Date of the PPA. On receipt and after successful verification of the
40
 total Performance Bank Guarantee in the acceptable form, the BG
submitted towards EMD (if applicable) shall be returned by REMC Ltd. to
the successful Bidder. Non-submission of PBG within the above-mentioned
timelines shall be treated as follows:
a. Delay upto 1 month from due date of submission of PBG: Delay
charges @1% of the PBG amount per month +18% GST levied on
per day basis shall be paid by the SPD to Railways in addition to the
PBG amount.
In case of delay in making full payment of above delay charges, the
amount paid, if any until the above deadline, along with interest, shall
be first reduced from the total amount due towards the delay charges
and interest amount (i.e. rate of interest as stated above). Further,
balance amount to be paid shall attract Interest rate @ one year SBI
MCLR rate /annum +18% GST on pro-rata basis.
b. Delay beyond 1 month from the due date of submission of PBG: The
BG against EMD (if applicable) submitted by the SPD shall be
encashed by REMC Ltd. on advice of Zonal Railways or in its own
motion and the Project shall stand terminated.
For the purpose of calculation of the above delay charges, ‘month’
shall be considered as a period of 30 days.
11.2 Payment on Order Instrument (POI): As an alternative to submission of
PBG as above, the SPD also has an option to submit a letter of
undertaking issued by either of the following three organizations, viz. (i)
Indian Renewable Development Agency Limited (IREDA) or (ii) Power
Finance Corporation Limited or (iii) REC Limited. This Letter of
Undertaking shall be issued as “Payment on Order Instrument” (POI),
wherein the POI issuing organization undertakes to pay in all scenarios
under which the PBG would be liable to be encashed by Railways within
the provisions of RfS/PPA. This instrument would have to be furnished as
per Format 7.3 C of the RfS, within the timelines as per Sl. 11.1. above, for
the amount and validity period as per those in Sl. 11.1 above. In case the
SPD chooses to submit POI, provisions with respect to delay in submission
of the POI beyond the timeline stipulated at Sl. 11.1 above, will be

41
 applicable in this case too.
11.3 All Performance Bank Guarantees (PBGs) / Payment on Order
Instruments (POIs) shall be submitted separately for each Package.
Note: The PBGs/POIs are required to be submitted in the name of the
entity signing the PPA. In case of PPA being eventually signed with the
SPV incorporated/utilized by the successful bidder, the PBG/POI may be
submitted in the name of the successful bidder within the above prescribed
deadline, if the bidder chooses to do so, and the same shall be replaced by
the PBG/POI issued in the name of the SPV, prior to signing of PPA.
11.4 The SPD shall furnish the PBG from any of the Scheduled Commercial
Banks as listed on the website of Reserve Bank of India (RBI) and
amended as on the date of issuance of bank guarantee. Bank Guarantee
issued by foreign branch of a Scheduled Commercial Bank is to be
endorsed by the Indian branch of the same bank or State Bank of India
(SBI). In case of the Project being implemented through an SPV
incorporated by the successful bidder, the PBG shall be furnished in the
name of the SPV, except for the case as indicated in Section-IV, Clause
C.1 (b) of the RfS.
11.5 The format of the Bank Guarantees prescribed in the Formats 7.3 A and
7.3 B (PBG)/7.3 C (POI) shall be strictly adhered to and any deviation from
the above Formats shall result in rejection of the EMD(if applicable)
/PBG/POI and consequently, the bid. In case of deviations in the formats
of the Bank Guarantees, the corresponding PPA shall not be signed.
Railways shall accept the PBG in the form of an unconditional and
irrevocable Bank Guarantee instead of the cash deposit with the clear
position intimated to the bidder that the PBG shall be encashable for
being appropriated by Railways in terms of the guarantee as in the case
of appropriation of the cash deposit lying with Railways.
11.6 The Successful Bidder for the Project(s) selected based on this RfS is
required to sign PPA with Railways within 30 days after the issue of LoA
by REMC Ltd. In case, Railways offers to execute the PPA with the
Successful Bidder and if the Successful Bidder does not submit the requisite
documents as per Clause No. 14, Section-III, Instructions to Bidders (ITB)

42
 of RfS documents or does not meet eligibility criteria upon submission of
documents or does not execute the PPA within the stipulated time period,
then the Bank Guarantee equivalent to the amount of the EMD (if
applicable) may be encashed by REMC Ltd. from the Bank Guarantee
available with REMC Ltd. (i.e. EMD (if applicable) or PBG/POI) as
liquidated damages not amounting to penalty, the selected Project shall
stand cancelled and the Successful Bidder expressly waives off its rights
and objections, if any, in that respect.
11.7 The Bank Guarantees/POI have to be executed on non-judicial stamp
paper of appropriate value as per Stamp Act relevant to the place of
execution.
11.8 All expenditure towards execution of Bank Guarantees/POI such as stamp
duty etc. shall be borne by the Bidders/SPDs. Any Bank Guarantee or
amendment to be submitted as part of the bidding process / contract
execution, shall be effective only when the BG issuance message is
transmitted by the issuing bank through SFMS to Axis bank IFSC:
UTIB0000131, Client Name: REMC Ltd and a confirmation in this regard
is received by REMC Ltd”. Message Type: IFN760COV is to be used by
the issuing bank. In case of Bank Guarantees issued by foreign branch of
a Scheduled Commercial Bank, the same is to be endorsed by the Indian
branch of the same bank or SBI, and the endorsing bank would be
required to provide the SFMS confirmation.
11.9 In order to facilitate the Bidders to submit the Bank Guarantee as per the
prescribed format and in line with the requirements, checklist at Annexure-
B has been attached. Bidders are advised to take note of the above
checklist while submitting the Bank Guarantees.
11.10 After the bidding process is over, REMC Ltd. shall in its best effort release
the Bank Guarantees towards EMD (if applicable) of the unsuccessful
Bidders within 21 days after the completion of e-Reverse Auction. The
PBG of SPDs shall be returned to them by Zonal Railways, immediately
after successful commissioning of their projects as per Terms of PPA, after
taking into account any liquidated damages due to delays in
commissioning as per Clause No. 17, Section-III, Instructions to Bidders

43
 (ITB) of RfS.
12 BID PROCESS CHARGES

After Evaluation of price bids and e-reverse auction, REMC Ltd. shall
intimate successful bidder by way of issuing an Letter of Intent (LOI) and
advising submission of Rs 75,000/- per MW (Rupees Seventy Five
Thousand Per MW ) for the awarded capacity towards REMC Ltd.
Bidding Processing charges (Excluding GST @18%). Bid Processing
Charges shall be payable in form of Demand Draft in favour of “REMC
Limited” payable at Gurgaon or through NEFT/RTGS details given in Bid
Information Sheet. After receipt of REMC Ltd. Bid Processing Charges,
REMC Ltd. will issue the Letter of Award (LOA) to the successful bidder.

13 FORFEITURE OF EMD (if applicable)

The BG towards EMD (if applicable) shall be encashed by REMC Ltd. in following
cases:

13.1 If the bidder withdraws or varies the bid after due date and time of bid
submission and during the validity of bid;
13.2 In case, REMC Ltd./Railways offers to execute the PPA with the
Selected Bidder and if the Selected Bidder does not submit the
requisite documents as per Clause No. 14, Section-III, Instructions to
Bidders (ITB) of RfS or does not execute the PPA within the
stipulated time period;
13.3 If after issuance of LoA, it is found that the documents furnished by
the bidders as part of response to RfS are misleading or
misrepresented in any way;
13.4 If the bidder fails to furnish required Performance Bank Guarantee/POI
in accordance with Clause No. 11, Section-III, Instructions to Bidders
(ITB) of RfS documents;

44
14 POWER PURCHASE AGREEMENT (PPA)

14.1 Zonal Railways shall enter into Power Purchase Agreement (PPA) with
Bidders selected based on this RfS. A copy of Power Purchase Agreement to
be executed between Railways and the selected SPD will be made available
on ISN-ETS portal https://www.bharat- electronictender.com . The PPA
shall be signed subsequent to signing of land lease agreement (s). SPD to
sign land lease agreement (s) with farmer/farmers within 90 days of issue of
Letter of Award (LOA). PPA shall be signed within 15 days of signing of land
lease agreement (s). Subsequent extension in this timeline shall be finalized
as mutually agreed by Zonal Railways and the SPD.

PPA will be executed between Railways and selected bidder or its SPV(s),
separately for each Package. The PPA shall be valid for a period of 25 years
as per provisions of PPA.

14.2 The Performance Bank Guarantee/POI as per Clause 11 above and Bid
Processing Charges as per Clause 12 above, shall be submitted by the SPD
prior to signing of PPA. Before signing of PPA between Railways and the
SPDs, Railways will verify the shareholding of the Project Company along with
a copy of complete documentary evidence supported with the original
documents. If at this stage it is found that the documents furnished by the
Bidder are false/ misleading or misrepresented in any way then the provisions
contained in this RfS will be applicable.

14.3 Successful bidders will have to submit the required documents to Railways
within 20 days from the issue of LoA. In case of delay in submission of
documents beyond the 20 days as mentioned above, Railways shall not be
liable for delay in verification of documents and subsequent delay in signing of
PPA.

14.4 The Effective Date of the PPA shall mean the Agreement shall come into
effect from (Enter the PPA signing date) and such date shall be referred to as
the Effective Date.

14.5 The SPDs will be free to reconfigure and/or repower the project from time to
time during the PPA duration. However, Railways will be obliged to buy power
45
 only within the Capacity Utilization Factor (CUF) range laid down in Power
Purchase Agreement (PPA) as per Guidelines.

14.6 Any extension of the PPA period beyond 25 years shall be through mutual
agreement between the SPD & Railways.

15 FINANCIAL CLOSURE OR PROJECT FINANCING ARRANGEMENTS

(i) The Projects shall achieve Financial Closure within 12 (twelve) months from the
Effective Date of the Power Purchase Agreement (PPA) (for e.g. if Effective
date of the PPA is 07.03.2020, then scheduled Financial Closure date shall be
06.03.2021).
(ii) At the stage of financial closure, the SPDs shall report 100% tie-up of
Financing Arrangements for the Projects. In this regard, the SPD shall submit
a certificate/necessary documents from all financing agencies regarding the
tie-up of 100% of the funds indicated for the Project, including arrangements of
funds in the form of Equity.
(iii) Checklist of documents to be submitted at this stage is provided at Annexure-
D of the RfS.
(iv) In case of default in achieving above condition as may be applicable within the
stipulated time, Railways shall be entitled to encash Performance Bank
Guarantees/POIs and shall remove the Project from the list of the selected
Projects, unless the delay is on account of factors not owing to any action or
inaction on the part of the SPD, or caused due to a Force Majeure as per PPA.
An extension can however be considered, on the sole request of SPD, on
advance payment of extension charges of INR 1,000/- per day per MW. This
extension will not have an impact on the obligation of the SPD to achieve
commissioning by the Scheduled Commissioning Date of the Project.
Subsequent to the completion of deadline for achieving financial closure,
Railways shall issue notices to the SPDs who are not meeting the
requirements of Financial Closure as per the RfS deadlines. The notice shall
provide a period of 7 business days to the respective SPDs to either furnish
the necessary documents or make the above mentioned payment of Rs.
1,000/MW/day. In case of non-submission of either the requisite documents or
the necessary amount upon expiry of the above mentioned notice period of 7
46
 days-Railways shall encash the PBG of the corresponding SPDs and
terminate the PPA for the corresponding Project. The amount of Rs.
1,000/MW/day shall be paid by the SPDs in advance prior to the
commencement of the said delay period and shall be calculated based on the
period of delay as estimated by the SPD. In case of the SPD meeting the
requirements of Financial Closure before the last date of such proposed delay
period, the remaining amount deposited by the SPD shall be returned by
Railways. Interest on account of delay in deposition of the above-mentioned
charges or on any subsequent extension sought, shall be levied @ one-year
SBI MCLR rate /annum on pro-rata basis. Any extension charges paid so,
shall be returned to the SPD without any interest on achievement of
successful commissioning within the Scheduled Commissioning Date, on pro-
rata basis, based on the project capacity commissioned as on Scheduled
Commissioned Date.
(v) The SPD will have to submit the required documents to Railways at least 14
days prior to the scheduled Financial Closure date. In case of delay in
submission of documents mentioned above, Railways shall not be liable for
delay in verification of documents and subsequent delay in Financial Closure.
(vi) Not used
16 COMMISSIONING

The Commissioning of the Project shall be carried out by the SPD in line with
the procedure elaborated in draft PPA document (Commissioning Procedure at
Annexure-A and Appendix-A-1 are for reference). Railways may authorize any
individual or committee or organization to witness and validate the
commissioning procedure on site. Commissioning certificates shall be issued
by the Nodal Railways or any other appropriate agency after successful
commissioning.
16.a PART COMMISSIONING- not allowed.
16.b COMMISSIONING SCHEDULE AND LIQUIDATED DAMAGES NOT
AMOUNTING TO PENALTY FOR DELAY IN COMMISSIONING

a. The Scheduled Commissioning Date (SCD) for commissioning of the full

capacity of the Project shall be the date as on 18 months from the Effective
Date of the PPA (for e.g. if Effective Date of the PPA is 07.04.2020, then
47
 SCD shall be 07.10.2021).
b. The maximum time period allowed for commissioning of the full Project
Capacity with applicable liquidated damages, shall be limited to the date as
on 6 months after the SCD or the extended SCD (if applicable) (for e.g. if
SCD of the Project is 07.10.2021, then the above deadline for Project
commissioning shall be 07.04.2022).
c. In case of delay in commissioning of the Project beyond the SCD until the
date as per Clause 16.b.b above, as part of the liquidated damages, the total
PBG amount for the Project shall be encashed on per-day-basis and
proportionate to the balance capacity not commissioned. For example, in
case of a Project of 100 MW capacity, if commissioning of 40 MW capacity is
delayed by 18 days beyond the SCD, then the liquidated damages shall be:
PBG amount X (40/100) X (18/180). For the purpose of calculations of the
liquidated damages, ‘month’ shall be considered consisting of 30 days.

d. In case the Commissioning of the Project is delayed beyond the date as per
Clause 16.b.b above, the PPA capacity shall stand reduced/ amended to the
Project Capacity Commissioned and the PPA for the balance capacity will
stand terminated and shall be reduced from the selected Project Capacity.
e. Not used.

16.c DELAY IN COMMISSIONING ON ACCOUNT OF DELAY IN GRANT OF

SYCHRONIZATION /CHARGING PERMISSION – by STU/Railway Traction
System

Synchronization Certificate is required to be submitted prior to commissioning of

the Project. Subsequent to grant of connectivity, in case there is a delay in grant
of Synchronization/Charging Permission by the STU /Railway Traction System or
there is a delay in readiness of the STU /Railway Traction System substation at
the Delivery Point, including readiness of the power evacuation and transmission
infrastructure of the STU/Railway Traction System’s network (at & beyond
interconnection point, disabling transmission & evacuation of power from Project)
until SCD of the Project, and following are established by the SPD:
(i) The SPD has complied with the complete application formalities as per
Clause 7.10 above,
48
 (ii) The SPD has adhered to the applicable procedure in this regard as notified
by the STU/Railway Traction System.
Under such condition, the delay in grant of Synchronization/charging permission
and/or delay in readiness of the STU/Railway Traction System substation at the
Delivery Point, including readiness of the power evacuation and transmission
infrastructure of the STU/Railway Traction System’s network will be considered
as factors beyond the reasonable control of the SPD and SCD for such Projects
shall be revised as the date as on 30th day subsequent to the readiness of the
Delivery Point and power evacuation infrastructure. Decision on requisite
extension on account of the above factor shall be taken by Railways on case to
case basis after examining the issue.

16.d EARLY COMMISSIONING

The SPD shall be permitted for full commissioning of the Project even prior to the
Scheduled Commissioning Date, subject to availability of transmission connectivity.
Early commissioning of the Project will be allowed solely at the risk and cost of the
SPD, and Railway shall purchase the energy from such early commissioned
Project at the 75% (seventy-five percent) of the PPA tariff. However, in case the
entire capacity is commissioned prior to SCD, Railway may purchase the
generation at PPA Tariff.

While calculating the above value of 75% of the PPA tariff, the digits after 2
decimal places will be ignored. For eg., in case the value of 75% of the PPA tariff is
calculated as 2.4567/kWh, the tariff applicable for purchase in case of early
commissioning will be read as Rs. 2.45/kWh.

Such intimation for early commissioning shall be provided to Railways at least 15

days before the proposed early commissioning date. In case there is no response
provided by Railways within 7 days from the receipt of such intimation, such early
commissioned capacity shall be deemed to have been rejected by Railways.
UCOD/COD of the Project under the PPA will be the date on which the
commissioning certificate is issued upon successful commissioning of the full
capacity of the Project.

COD of the Project under the PPA will be declared as per Clause 17 below.

17 COMMERCIAL OPERATION DATE (COD)

49
 Commercial Operation Date (COD) shall be the date on which the
commissioning certificate is issued upon successful commissioning of the full
capacity of the Project. The 25-year tenure of PPA shall be as per the
provisions of PPA. The following milestone dates may therefore be observed
and may fall on separate dates
(a) Interconnection with Grid/Railway Transmission System/Railway
Traction System: This may be provided by the STU/ Discom/Railway
Traction System on the request of the project developer, even if the project
is only partially ready to facilitate testing and allow flow of power generated
into the grid/Railway Transmission System to avoid wastage of Power.
(b) Commissioning of the Project: This will be on a date, when the project
meets the criteria defined for project commissioning. Railways may
authorize any individual or committee or organization to declare the project
commissioned on site.
Any energy produced and flowing into the grid/Railway Transmission
System before COD shall not be at the cost of Railways under this scheme.
Railways at its sole discretion may agree to buy this power if they find it
viable. outside this RfS.

18 MINIMUM PAID UP SHARE CAPITAL TO BE HELD BY PROJECT PROMOTER

18.1 The Bidder shall provide complete information in their bid in reference to this
RfS about its Promoters and upon issuance of LoA, the SPD shall indicate its
shareholding in the company indicating the controlling shareholding before
signing of PPA with Railways.

18.2 No change in the controlling shareholding of the Bidding Company or Bidding

Consortium shall be permitted from the date of submission of response to RfS
till the execution of the PPA. However, in case the Project is being set up by a
listed Company, this condition will not be applicable.

Following shall not be considered as Change in shareholding as mentioned

above:

1. Infusion of Fresh equity capital amongst the existing

shareholders/promoters at the time of Bid Submission to meet equity
requirements.
50
 2. Conversion of CCDs, CCPs etc. already issued to existing shareholders.

3. Death, marriage, Divorce, minor attaining major (any legal heir who was
minor at the time of signing of PPA), insolvent, insane of existing
shareholders.
4. Transfer of shares within the members of Promoter Group.

5. Transfer of shares to IEPF.

6. Issue of Bonus Shares.

18.3 In case of Project being executed through SPVs: The Selected Bidder
executing the Project, if being a single company, shall ensure that its
shareholding in the SPV/ Project Company executing the PPA, shall not fall
below 51% at any time prior to 01 (one) year after the COD, except with the
prior approval of REMC Ltd. /Railways. In the event the selected Bidder is a
consortium, then the combined shareholding of the consortium members in the
SPV/ Project Company executing the PPA, shall not fall below 51% at any time
prior to 01 (one) year after COD, except with the prior approval of Railways.
However, in case the Project is being set up by a listed Company, this condition
will not be applicable.

18.4 In case of the selected Bidder itself executing the PPA, it shall ensure that its
promotors shall not cede control (Control shall mean the ownership, directly or
indirectly, of more than 50% of the voting shares of such Company or right to
appoint majority Directors), till 01 (one) year after the COD, except with the prior
approval of Railways. However, in case the Project is being set up by a listed
Company, this condition will not be applicable.

18.5 In case of companies having multiple promoters (but none of the shareholders
having more than 50% of voting rights and paid up share capital), it shall be
considered as a company under joint control. In such cases, the shareholding
pattern in the company as submitted at the time of bidding, shall be maintained
for a period of 01 (one) year after COD.

18.6 Any change in the shareholding after the expiry of 01 year after COD can be
undertaken under intimation to SECI. Transfer of controlling shareholding of the
company developing the project within the same group of companies will however
be allowed after COD with the permission of SECI, subject to the condition that the

51
 management control remains within the same group of companies.

18.7 In the event of Change in Shareholding/ Substitution of Promoters triggered by

the Financial Institutions leading to signing of fresh PPA with a new entity, an
amount of INR 10 Lakh per Project +18% GST per Transaction as Facilitation
Fee (non-refundable) shall be deposited by the developer to Railways.
19 STRUCTURING OF THE BID SELECTION PROCESS

19.1 Single stage, Double Envelope bidding followed by e-Reverse Auction has
been envisaged under this RfS. Bidders have to submit both Techno-
Commercial Bid and Financial Bid (Tariff) together in response to this RfS
online. The preparation of bid proposal has to be in the manner described in
Clause No. 23, Section-III, Instructions to Bidders (ITB) of RfS.

19.2 The proposals may be enclosed in the same envelope in the manner described
in Clause No. 23, Section-III, Instructions to Bidders (ITB) of RfS.

20 INSTRUCTIONS TO BIDDERS FOR STRUCTURING OF BID PROPOSALS IN

RESPONSE TO RfS

The bidder including its Parent, Affiliate or Ultimate Parent or any Group
Company shall submit single response to RfS. Detailed Instructions to be
followed by the bidders for online submission of response to RfS are stated at
Annexure-C. Submission of bid proposals by Bidders in response to RfS shall
be in the manner described below:
1. Covering Letter as per Format 7.1
2. In case of a Bidding Consortium, a Power of Attorney in favour of the Lead
Member issued by the other Members of the Consortium shall be provided
in original as per format attached hereto as Format 7.2
In the event any Member of the Bidding Consortium (other than Lead
Member) is a foreign entity, it may submit Board Resolutions in place of
Power of Attorney for the purpose of fulfilling the requirements under this
clause. Provided that such Board Resolutions shall be supported by an
unqualified opinion issued by the legal counsel of such foreign entity stating
that the Board Resolutions are in compliance with the applicable laws of
the respective jurisdictions of the issuing Company and the authorizations

52
 granted therein are true and valid.
3. Declaration of Bid Security in the form as per Format 7.3 A
4. Board Resolutions, as per prescribed formats enclosed as per Format 7.4
duly certified by the Company Secretary or the Director of the relevant
Bidder, as applicable to the Bidder and mentioned hereunder:
a. Board Resolution from the Bidding Company or the Lead Member of
the Consortium, as the case may be, in favour of the person signing the
response to RfS and in the event of selection of the Projects and to sign
the PPA with Railways. Board Resolution from each of the Consortium
Members in favour of the person signing Consortium Agreement
b. Board Resolution from the Bidding Company committing 100% (One
Hundred Percent) of the equity requirement for the Project/ Board
Resolutions from each of the Consortium Members together in
aggregate committing to 100% (One Hundred Percent) of equity
requirement for the Project (in case of Bidding Consortium); and

Board Resolutions from each of the Consortium Members and Lead

member contributing such additional amount over and above the
percentage limit (specified for the Lead Member and other member in the
Consortium Agreement) to the extent becoming necessary towards the
total equity share in the Project Company, obligatory on the part of the
Consortium pursuant to the terms and conditions in the Consortium
Agreement.
5. In case of a Consortium, the Consortium Agreement between the Members
in the Consortium as per Format 7.5 along with Board resolution from each
Member of the Consortium for participating in Consortium.
6. Format for Financial Requirements as per Format 7.6 along with the
certificate from practicing Chartered Accountant/ Statutory Auditors
showing details of computation of the financial credentials of the Bidder.
7. Undertaking regarding no willful default and no major litigation pending as
per Format 7.7.
8. A disclosure statement as per Format 7.8 regarding participation of any
related companies in the bidding process.
9. Format for Technical Criteria as per Format 7.9 (to be filled out separately

53
 for each Project) in line with Clause No. 15, Section-III, Instructions to
Bidders (ITB) of RfS.
10. Declaration by the Bidding Company/ Lead Member of Bidding Consortium
for the Proposed Technology Tie Up as per Format 7.10 (to be filled out
separately for each Project).
11. Attachments

a. Memorandum of Association, Article of Association needs to be

attached along with the bid. The bidder should also highlight the
relevant provision which highlights the objects relating to Power/ Energy/
Renewable Energy/ Solar Power plant development.
 In case, there is no mention of the above provisions in the MoA/
AoA of the bidding company, the same has to be amended and
submitted prior to signing of PPA, if the bidder is selected as
Successful bidder.
 If the selected bidder wishes to execute the project through a
Special Purpose Vehicle (SPV), the MoA/ AoA of the SPV
highlighting the relevant provision which highlights the objects
relating to Power/ Energy/ Renewable Energy/ Solar Power plant
development has to be submitted prior to signing of PPA.
b. Certificate of Incorporation of Bidding Company/ all member companies
of Bidding Consortium.
c. A certificate of shareholding of the bidding company, its Parent and
Ultimate Parent (if any) duly certified by a practicing Chartered
Accountant/ Company Secretary as on a date within 30 days prior to
the last date of bid submission. Railways reserves the right to seek
additional information relating to shareholding in promoter companies,
their parents/ ultimate parents and other group companies to satisfy
themselves that RfS conditions have been complied with and the bidder
will ensure submission of the same within the required time lines.
d. Certified copies of annual audited accounts for the last financial year,
i.e. FY 2020-21 or provisional audited accounts along with certified
copies of Balance Sheet, Profit & Loss Account, Schedules and Cash
Flow Statement supported with bank statements as on the day at least

54
 7 days prior to the bid submission deadline.
e. Details of all types of securities/instruments which are pending
conversion into equity whether optionally or mandatorily.
f. Bidder shall be additionally required to furnish the break-up of the
Preliminary Estimate of Cost of Solar PV Project as per Format 7.12
(separately for each project) as part of the response to RfS.
21 IMPORTANT NOTES AND INSTRUCTIONS TO BIDDERS

21.1 Wherever information has been sought in specified formats, the Bidders shall
fill in the details as per the prescribed formats and shall refrain from any
deviations and referring to any other document for providing any information
required in the prescribed format.

21.2 The Bidders shall be shortlisted based on the declarations made by them in
relevant schedules of RfS. The documents submitted online will be verified
before signing of PPA in terms of Clause No. 14, Section-III, Instructions to
Bidders, ITB of RfS.

21.3 If the Bidder/ Member in a Bidding Consortium conceals any material

information or makes a wrong statement or misrepresents facts or makes a
misleading statement in its response to RfS, in any manner whatsoever,
Railways reserves the right to reject such response to RfS and/ or cancel the
Letter of Award, if issued, and the Bank Guarantee provided up to that stage
shall be encashed. Bidder shall be solely responsible for disqualification
based on their declaration in the submission of response to RfS.

21.4 If the event specified at 21.3 is discovered after the Effective Date of PPA,
consequences specified in PPA shall apply.

21.5 Response submitted by the Bidder shall become the property of the
Railways and Railways shall have no obligation to return the same to the
Bidder. However, the EMDs (if applicable) submitted by unsuccessful
Bidders shall be returned as specified in Clause no. 11, Section-III,
Instructions to Bidders (ITB) of RfS.

21.6 All documents of the response to RfS (including RfS and subsequent
Amendments/ Clarifications/ Addenda, PPA) submitted online must be
digitally signed by the person authorized by the Board as per Format 7.4.

55
21.7 The response to RfS shall be submitted as mentioned in Clause No. 21,
Section-III, Instructions to Bidders (ITB) of RfS. No change or supplemental
information to a response to RfS will be accepted after the scheduled date
and time of submission of response to RfS. However, REMC Ltd. reserves
the right to seek additional information from the Bidders, if found necessary,
during the course of evaluation of the response to RfS.

21.8 Not Used

21.9 All the information should be submitted in English language only. In case of
foreign bidders having documents in other than English language, then the
documents shall be translated in English language by certified translator and
submitted.

21.10 Bidders shall mention the name of the contact person and complete address
and contact details of the Bidder in the covering letter.

21.11 Response to RfS that are incomplete, which do not substantially meet the
requirements prescribed in this RfS, will be liable for rejection by REMC Ltd.

21.12 Response to RfS not submitted in the specified formats will be liable for
rejection by REMC Ltd.

21.13 Bidders delaying in submission of additional information or clarifications

sought will be liable for rejection.

21.14 Non-submission and/ or submission of incomplete data/ information required

under the provisions of RfS shall not be construed as waiver on the part of
REMC Ltd. of the obligation of the Bidder to furnish the said data/ information
unless the waiver is in writing.

21.15 The State/Central Electricity Regulatory Commission shall be the appropriate

commission to exercise the regulatory and adjudicatory jurisdiction in regard
to matters between SPD and Railways as well as SPD and REMC Ltd. as
the case may be . Subject to the above, only New Delhi Courts shall have
exclusive jurisdiction in all matters pertaining to this RfS related to REMC ltd
. For PPA related matters between SPD & Zonal Railways, courts situated at
Headquarters city of respective Zonal Railways shall have exclusive
jurisdiction.

56
21.16 All the financial transactions to be made with REMC Ltd. / Zonal Railway
including Bid Processing Charges, delay charges (except charges for delay
in Financial Closure), and any additional charges (if required), shall attract
18% GST on each transaction, irrespective of the same being mentioned in
the RfS/PPA.

22 NON-RESPONSIVE BID

The electronic response to RfS submitted by the bidder along with the
documents submitted online to Railways shall be scrutinized to establish
“Responsiveness of the bid”. Each bidder’s response to RfS shall be checked for
compliance with the submission requirements set forth in this RfS.

Any of the following conditions shall cause the Bid to be “Non-responsive”: -

(a) Non-submission of the requisite Cost of RfS as mentioned in the Bid
Information Sheet;
(b) Non-submission or partial submission of EMD (if applicable)/Declaration of
Bid Security in acceptable form along with RfS document.
(c) Response to RfS not received by the due date and time of bid submission;
(d) Non-submission of correct, valid and operative Pass-Phrases for both
Technical and Financial Bid (Price Bid) Parts before the deadline of Bid
Submissionof Technical Bid;
(e) Not used;
(f) Any indication of tariff in any part of response to the RfS, other than in the
financial bid;
(g) Data filled in the Electronic Form of Financial Bid (Second Envelope), not in
line with the instructions mentioned in the same electronic form;
(h) In case it is found that the Bidding Company including Ultimate Parent
Company/ Parent Company/ Affiliate/ Group Companies have submitted
more than one response to this RfS, then all these bids submitted shall be
treated as non-responsive and rejected.

In any of the above cases, the bid shall not be considered for bid opening and
evaluation process. Further, in case of (b), such bidder will be debarred from
participating in any of the tenders issued by REMC ltd., for a period of 6 (six)

57
 months, starting from the last date of bid submission of this RfS.

23 METHOD OF SUBMISSION OF RESPONSE TO RfS BY THE BIDDER

23.a DOCUMENTS TO BE SUBMITTED OFFLINE (IN ORIGINAL)

The bidder has to submit original of following documents offline on or before bid due
date.
i) DD/Pay order or NEFT/RTGS/ details towards Cost of RfS Document as
mentioned in Bid Information Sheet.

ii) Bank Guarantee towards EMD (if applicable)/Declaration of Bid Security as

mentioned in the Bid Information Sheet (as per Format 7.3 A). One EMD (if
applicable) may be submitted for the cumulative capacity quoted by the
bidder, or individual EMDs (if applicable)/Declaration of Bid Security may
be submitted for each Package.

iii) Pass-phrases for Techno-commercial and Financial bids submitted on the

ETS portal.

iv) Integrity Pact as per Annexure E

All the documents will be accepted in person, on or before the last date
of submission of response to RfS. DDs/Pay Orders against the cost of RfS
document may be submitted in person or via post/courier before expiry of bid
submission deadline.
Bank Guarantee against EMD (if applicable)/Declaration of Bid Security
needs to be submitted in both online and offline modes. The Bidders will
be required to submit the bank guarantee, either in person or through post, at
the office of REMC Ltd on or before the last date of bid submission.

The bidding envelope shall contain the documents as per (i)-(iii) above, and
will be sealed with the following sticker

Response to RfS for Setting up of Land Based Solar PV Power plant on

Private/Farmers Land near the Traction Sub-station (TSS) at 25 kV
connectivity under Tariff Based Competitive Bidding

58
Cumulative Package
Capacity of the projects MW
applied for
No. of Packages Bid for
RfS Reference No. REMCL/CO/Solar/Phase-IV/2022
Dated: 10.05.2022
Submitted by (Enter Full name and address of the Bidder)
(Signature of the Authorized Signatory)
Authorized Signatory (Name of the Authorized Signatory)
(Stamp of the Bidder)

CEO,
REMC Limited
Bid Submitted to
REMC LTD, 8th Floor PNB Building, 7, Bhikaji Cama
Place, New Delhi-110066

59
23.b DOCUMENTS TO BE SUBMITTED ONLINE

Detail instructions to be followed by the bidders for online submission of

response to RfS are contained in Annexure-C. The bidders shall strictly follow
the instructions mentioned in the electronic form in respective technical bid and
financial bid while filling the form.
If the Bidder has submitted bid online and fails to submit the Bank
Guarantee for requisite amount and/or DDs/NEFT/RTGS/Pay order against
cost of RfS Document (if applicable), on or before last date of bid
submission, then the same shall be treated as incomplete bid and Cost of
RfS submitted shall be encashed and the EMD(s) (if applicable) shall be
returned.
All documents of the response to RfS submitted online must be digitally signed
and uploaded on the website, https://www.bharat-electronictender.com
which should contain the following
I. TECHNICAL BID (FIRST ENVELOPE)

The Bidder shall upload single technical bid containing the scanned
copies of following documents duly signed and stamped on each page
by the authorized person as mentioned below
(a) Formats - 7.1, 7.2 (if applicable), 7.3 A, 7.4, 7.5 (if applicable), 7.6,
7.7, 7.8 and 7.9 and 7.10 as elaborated in Clause No. 20, Section-III,
Instructions to Bidders (ITB)
(b) All attachments elaborated in Clause No. 20, Section-III, Instructions
to Bidders (ITB), under the sub-clause 10, Attachments with proper
file names
(c) All supporting documents regarding meeting the eligibility criteria.
(d) Scanned Copies of NEFT/RTGS/DD/Pay order details towards Cost
of RfS Document as mentioned in Bid Information Sheet.
(e) Scanned Copies of requisite amount of Bank Guarantee towards
EMD (if applicable) /Declaration of Bid Security as mentioned in the
Bid Information Sheet.
The Bidder will have to fill the Electronic Form provided at the ISN-
ETS portal as part of Technical Bid.

60
 Submission of Pass-phrases: In line with Section III, Clause 21.8, and
Annexure- D, the Bidder shall be required to submit the Pass-Phrase to
decrypt the relevant Bid-part into the ‘Time Locked Electronic Key Box
(EKB)’ before the deadline of Bid submissionof Technical bid.

II. FINANCIAL BID (SECOND ENVELOPE)

Bidders shall submit the single Financial Bid containing the scanned copy
of following document(s):

(a) Covering letter as per Format - 7.11 of this RfS document

(b) Preliminary Estimate of Cost of Solar PV Project as per Format 7.12

Only a single tariff for the capacity of each package applied for, shall have
to be filled online in the Electronic Form provided at the ISN-ETS portal.
The instructions mentioned in the Financial Bid Electronic Form have to
be strictly followed without any deviation, else the bid shall be considered
as non-responsive.

Important Note:

(a) The Bidders shall not deviate from the naming and the numbering formats of
envelops mentioned above, in any manner.
(b) In each of the Envelopes, all the documents enclosed shall be indexed and
flagged appropriately, with the index list indicating the name of the
document against each flag.
(c) All the Envelopes shall be properly sealed with the signature of the
Authorized Signatory running across the sealing of the envelopes.
(d) In case the Bidder submits the online documents on ISN-ETS within the bid
submission deadlines and fails to submit the offline documents in the office
of REMC Ltd. within the bid submission deadlines, the online bid of the
Bidder shall not be opened and shall be ‘archived’ on the ISN-ETS portal.
Similarly, bids submitted offline but without any online submission on ISN-
ETS portal shall not be opened and the EMD (if applicable) shall be
returned to the respective bidder.
(e) In case of submission of Bank Guarantee against EMD(if applicable)

61
 /Declaration of Bid Security online on or before the bid submission
deadline, and non-submission of the hard copy of the Bank
Guarantee/Declaration of Bid Security to REMC Ltd. on or before the
bid submission deadline, the respective bidder will be debarred from
participating in any of the tenders issued by REMC Ltd., for a period of
6 (six) months, starting from the last date of bid submission of this
RfS.

24 NOTICE BOARD FOR DISPLAY

The selected SPD will have to put a notice board (at least 180cm x 120cm) at its
project site main entrance prominently displaying the following message before
declaration of COD.

…. MW Grid/Railway Transmission System Connected Solar PV Project

Developed by……………………………..(insert name of SPD)

Under RfS for Selection of Solar Power Developers for Setting up of Land
Based Solar PV Power plant on Private/Farmers Land near the Traction
Sub-station (TSS) at 25 kV connectivity under Tariff Based Competitive
Bidding
by
REMC Ltd.

For …………..…name of Zonal Railways

Village:……………Tehsil:………..District:…………….State…………

25 VALIDITY OF THE RESPONSE TO RfS

The Bidder shall submit the response to RfS which shall remain valid up to 180
(One Hundred Eighty) days from the last date of submission of response to RfS
(“Bid Validity”). REMC Ltd. reserves the right to reject any response to RfS
which does not meet the aforementioned validity requirement.

62
26 BID PREPARATION COST
The Bidder shall be responsible for all the costs associated with the preparation
of the response to RfS and participation in discussions and attending pre-bid
meeting(s) etc. REMC Ltd./Railways shall not be responsible in any way for
such costs, regardless of the conduct or outcome of the bid process

26.A. SCHEDULE OF BIDDING PROCESS

REMC Ltd. shall endeavor to adhere to the following schedule to conduct the
Bid Process:
S. No. Event Description Date
1. Issue of RfS, PPA Document 10.05.2022
2 Date of Receiving Queries 12.05.2022
3 Pre-Bid Conference 07.06.2022
4 Tentative date of response by REMC Ltd. to Queries 14.06.2022
5 Bid Due Date (Upto 14:00 hrs) 28.06.2022

6 Technical Bid Opening date (at 14:30 hrs) of RfS 28.06.2022

7 Financial Bid Opening date (at 14:30 hrs) of RfS To be intimated later

8 Reverse Auction To be intimated later

9 Validity of Bids 180 days from Bid due date

10 Last date of sale of bid document is 2 days before

bid due date

The pre-bid conference shall be held through webinar/physical, details/link

for the same shall be notified through ETS portal.

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27 CLARIFICATIONS/ PRE-BID MEETING/ ENQUIRIES/ AMENDMENTS

27.1 Clarifications sought/Doubts, if any, on RfS document may be emailed to REMC

Ltd. on the email Id provided in RfS document. Response of REMC Ltd. shall be
sent through email/uploading amendments/clarifications on portal.
27.2 REMC Ltd. will make effort to respond to the same in the Pre-Bid Meeting to be
held as mentioned in the Bid Information Sheet. A compiled list of such
questionnaire and REMC Ltd’s response will be uploaded in ISN-ETS portal
https://www.bharat- electronictender.com. If necessary, amendments,
clarifications, elaborations shall be issued by REMC Ltd. which will be notified
on ISN-ETS web site. No separate reply/ intimation will be given for the above,
elsewhere.
27.3 A Pre-Bid Meeting in physical form or through webinar shall be held as mentioned in the
Bid Information Sheet (Venue to be notified later on ISN-ETS web site).
27.4 Enquiries/ Clarifications may be sought by the Bidder from

Name of the Authorized Person of REMC Contact Details:

Ltd.:
Email: gmremcl@gmail.com
Shri Rupesh Kumar
General Manager

Shri Prashant Singh Mobile: 9971001565

Astt. Manager E-mail: prashant@rites.com

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28 RIGHT OF REMC Ltd.TO REJECT A BID

REMC Ltd. reserves the right to reject any or all of the responses to RfS or
cancel the RfS or annul the bidding process for any project at any stage without
assigning any reasons whatsoever and without thereby any liability. In the
event of the tender being cancelled at any stage, EMD (if applicable) submitted
by the Bidders shall be returned to the respective Bidders.

29 POST AWARD COMPLIANCES

Timely completion of all the milestones i.e. signing of PPA, meeting Financial
Closure Requirements/ Conditions Subsequent (PPA), Commissioning etc. will
be the sole responsibility of SPD. REMC Ltd./Zonal Railways shall not be liable
for issuing any intimations/ reminders to SPDs for timely completion of
milestones and/ or submission of compliance documents.
Any checklist shared with SPD by REMC Ltd./Zonal Railways for compliance of
above mentioned milestones to be considered for the purpose of facilitation
only. Any additional documents required as per the conditions of Guidelines,
RfS and PPA must be timely submitted by the SPD.

65
 Section – IV
QUALIFYING
REQUIREMENTS
FOR BIDDERS (QR)

66
Short listing of Bidders will be based on meeting the following Criteria:

A GENERAL ELIGIBILITY CRITERIA

A.1 Bidders participating in the RfS will be required to meet

the following eligibility criteria (as applicable).

A.2 The Bidder shall be a Company as defined.

Bidding Consortium with one of the Companies as
Lead Member. Consortium shortlisted and selected
based on this RfS has to necessarily form a Project
Company and get it registered under the Companies
Act, 2013 prior to signing of PPA, keeping the original
shareholding of the Bidding Consortium unchanged. In
case applications for multiple Projects have been made
by a Consortium, separate Project Companies can be
formed for each Project. For the avoidance of doubt, it
is hereby clarified that the shareholding pattern of the
Project Company shall be the identical to the
shareholding pattern of the Consortium as indicated in
the Consortium Agreement (Format 7.5).
A.3 A foreign company can also participate on standalone
basis or as a member of consortium at the RfS stage. In
case of foreign company participating on standalone
basis and its selection as successful Bidder, it has to
form a “Special Purpose Vehicle” (SPV), i.e. an Indian
Company registered under the Companies Act, 2013 as
its subsidiary Company, with at least 76% shareholding
in the SPV, before signing of PPA. In case a Foreign
Company is selected as the successful Bidder, it shall
comply with all the laws and provisions related to
Foreign Direct Investment in India.
In case the foreign company participating as a member
of consortium, the clause no. A.7 mentioned below shall
be applicable.

A.4 In line with the O.M. issued by the Department of

Expenditure, Ministry of Finance, vide No. 6/18/2019-
PPD Dated 23.07.2020 and subsequent amendments
and clarifications thereto, the Bidder shall meet the
following criteria for its bid to be considered for
evaluation under the RfS:

67
 1. Any bidder from a country which shares a land
border with India will be eligible to bid in this tender
only if the bidder is registered with the Competent
Authority (as defined in the OM as referred above).
2. “Bidder” in this reference, means any person or firm
or company, including any member of a consortium,
every artificial juridical person not falling in any of
the descriptions of bidders stated hereinbefore,
including any agency branch or office controlled by
such person, participating in this tender.
3. “Bidder from a country which shares a land border
with India” for the purpose of this clause, means:
a. An entity incorporated, established or registered
in such a country; or
b. A subsidiary of an entity incorporated,
established or registered in such a country; or
c. An entity substantially controlled through entities
incorporated, established or registered in such a
country; or
d. An entity whose beneficial owner is situated in
such a country; or
e. An Indian (or other) agent of such an entity; or
f. A natural person who is a citizen of such a
country; or
g. A consortium where any member of the
consortium falls under any of the above.
4. In support of the above, the Bidder shall be required
to submit necessary Undertaking, as per Format 7.8
of the RfS.

Other provisions of the referred OM dated 23.07.2020

will also be applicable for this tender. Any interpretation
of the above clauses will be made in line with the
referred OM, including subsequent amendments and
clarifications thereto.
A.5 Limited Liability Partnership (LLPs) are not eligible for
participation.
A.6 A Bidder which has been selected as Successful Bidder
based on this RfS can also execute the Project through
a Special Purpose Vehicle (SPV) i.e. a Project
Company especially incorporated/acquired as a
subsidiary Company of the successful bidder for setting
up of the Project, with at least 76% shareholding in the
SPV which has to be registered under the Indian
Companies Act, 2013, before signing of PPA. Multiple
SPVs may also be utilized for executing more than one

68
 Project.
A.7 Any consortium, if selected as Successful Bidder for the
purpose of supply of power to Railway, shall
incorporate a Project company with equity participation
by the Members in line with consortium agreement (to
be submitted along with the response to RfS) before
signing of PPA with Railway, i.e. the Project Company
incorporated shall have the same shareholding pattern
as that indicated in the Consortium Agreement given at
the time of submission of response to RfS. This shall
not change till the signing of PPA and the Controlling
Shareholding (held by the Lead Member holding not
less than 51% of the voting rights and paid up share
capital) shall not change from submission deadline of
response to RfS up to one year after the COD of the
Project. Transfer of controlling shareholding within the
same group of companies will however be allowed after
COD with the permission of Railway, subject to the
condition that, the management control remains within
the same group of companies.
A.8 The Bidder or any of its Affiliates should not be a willful
defaulter to any lender, and that there is no major
litigation pending or threatened against the Bidder or
any of its Affiliates which are of a nature that could cast
a doubt on the ability or the suitability of the Bidder to
undertake the Project. The Bidder shall submit an
undertaking to this effect as per Format 7.7.
A.9 For avoidance of doubt, it is clarified that the fully
owned subsidiary Company as mentioned in Clauses
A.3 and A.6 above should be an immediate subsidiary
of the bidder, without any intermediaries involved. The
following illustrations are provided to clarify the same
Scenario 1:

Scenario 2:

69
As per provisions of the RfS, only Scenario 1 will be permissible
under this RfS.

70
A.10 In line with the O.M. issued by the Department of Expenditure, Ministry of
Finance, vide No. 6/18/2019-PPD Dated 23.07.2020 and subsequent
amendments and clarifications thereto, the Bidder shall meet the following
criteria for its bid to be considered for evaluation under the RfS:

i. Any bidder from a country which shares a land border with India will be eligible
to bid in this tender only if the bidder is registered with the Competent Authority
(as defined in the OM as referred above).

ii. “Bidder” in this reference, means any person or firm or company, including any
member of a consortium, every artificial juridical person not falling in any of the
descriptions of bidders stated hereinbefore, including any agency branch or
office controlled by such person, participating in this tender.
iii. “Bidder from a country which shares a land border with India” for the purpose
of this clause, means:
a. An entity incorporated, established or registered in such a country; or
b. A subsidiary of an entity incorporated, established or registered in such a
country;or
c. An entity substantially controlled through entities incorporated, established or
registered in such a country; or
d. An entity whose beneficial owner is situated in such a country; or
e. An Indian (or other) agent of such an entity; or
f. A natural person who is a citizen of such a country; or
g. A consortium where any member of the consortium falls under any of the
above.
iv. In support of the above, the Bidder shall be required to submit necessary
Undertaking, as per Format 7.8 of the RfS.
v. Other provisions of the referred OM dated 23.07.2020 will also be applicable f or
this tender. Any interpretation of the above clauses will be made in line with the
referred OM, including subsequent amendments and clarifications thereto.

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B TECHNICAL ELIGIBILITY CRITERIA

B.1 Under this RfS, 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 Format 7.9. However, the Successful Bidder has to confirm
the selection of technology in line with the above at the time of Financial
Closure. The technology proposed at the time of submission of response to
RfS can be changed at the time of Financial Closure.
B.2 The Bidder is required to undertake to furnish evidence of meeting the
above criteria in line with provisions of Clause No.15 under the sub title
“Financial Closure” in Section-III, Instructions to Bidders (ITB) of RfS. The
undertaking shall be submitted as per enclosed Format 7.8.
B.3 Detailed technical parameters for Solar PV Projects to be met by SPDs are
at Annexure-A. The Bidders shall strictly comply with the technical
parameters detailed in the Annexure-A. Further, the cells and modules used
in the Project shall be sourced only from the models and manufacturers
included in the “Approved List of Models and Manufacturers” as published
by MNRE and updated as on the date of commissioning of the Project.
B.4 The Projects shall also comply with the criteria for power generation detailed
in Clause No. 8 in Section-III, Instructions to Bidders (ITB) of RfS.

C FINANCIAL ELIGIBILITY CRITERIA

C.1 NET-WORTH

a. The Net Worth of the Bidder should be greater than or equal to INR 1.07
Crore/MW of the quoted capacity, as on the last date of previous Financial
Year,
i.e. FY 2020-21 or as on the day at least 7 days prior to the bid
submission deadline.

b. The net worth to be considered for the above purpose will be the
cumulative net worth of the Bidding Company or Consortium together
with the Net Worth of those Affiliates of the Bidder(s) that undertake to
contribute the required equity funding and performance bank guarantees in
case the Bidder(s) fail to do so in accordance with the RfS.

c. Net Worth to be considered for this clause shall be the total Net Worth as
calculated in accordance with the Companies Act, 2013 and any further
amendments thereto.

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C.2 LIQUIDITY

a. In order to ascertain that the Bidder has sufficient means to manage the fund
requirements for the Project, the Bidder shall be required to demonstrate at
least one of the following parameters:
b. A minimum annual turnover of INR 35.17 Lakhs/MW of the quoted capacity
during the previous financial year, i.e. FY 2020-21 or as on the day at least 7
days prior to the bid submission deadline. It is hereby clarified that “Other
Income” as indicated in the annual accounts of the Bidder shall not be considered
for arriving at the annual turnover.

c. Internal resource generation capability, in the form of Profit Before Depreciation

Interest and Taxes (PBDIT) for a minimum amount of INR 7.034 Lakhs/MW of
the quoted capacity, as on the last date of previous financial year, i.e. FY 2020-
21, or as on the day at least 7 days prior to the bid submission deadline.

d. In-principal sanction letter from the lending institutions/ banks of the Bidder,
committing a Line of Credit for a minimum amount of INR 8.79 Lakhs/MW of
the quoted capacity, towards meeting the working capital requirement of the
project quoted under this RfS. Such letter can also be obtained by the Affiliate(s)
of the Bidder.

C.3 The Bidder may seek qualification on the basis of financial capability of its
Affiliate(s) for the purpose of meeting the qualification requirements as per
C.1 and C.2 above. In case of the Bidder being a Bidding Consortium, any
Member may seek qualification on the basis of financial capability of its
Affiliate(s). In such cases, the Bidder shall be required to submit Board
Resolutions from the respective Affiliate(s), undertaking to contribute the
required equity funding and Performance Bank Guarantees in case the
Bidder(s) fail to do so in accordance with the RfS. In case of non-availability
of the Board Resolution as required above, a letter from the CEO/ Managing
Director of the respective Affiliate(s), undertaking the above, shall be
required to be submitted and the requisite Board Resolution from the
Affiliate(s) shall be required to be submitted prior to signing of PPA.
C.4 For the purposes of meeting financial requirements, only latest
unconsolidated audited annual accounts shall be used. However, audited
consolidated annual accounts of the Bidder may be used for the purpose of
financial requirements provided the Bidder has at least twenty six percent
(26%) equity in each Company whose accounts are merged in the audited
consolidated account.
C.5 A Company/ Consortium would be required to submit annual audited accounts for
the last financial year, 2020-21, along with a net worth, annual turnover and PBDIT
certificate (as applicable) from a practicing Chartered Accountant/ Statutory
Auditor; or in case of the bidder meeting the criteria on the date at least 7 days prior
to due date of bid submission, provisional audited accounts as on the date at least
73
 7 days prior to the due date of bid submission along with copies of Balance Sheet,
Profit & Loss Account, Schedules and Cash Flow Statement supported with bank
statements certified by a practicing Chartered Accountant; in order to demonstrate
fulfilment of the criteria. In case of foreign companies, the Bidders shall be required
to submit the annual audited accounts for the last respective financial year as per
the general norm in the country where the Bidder or its Affiliate(s) is/ are located, or
provisional accounts as on the day at least 7 days prior to the bid submission
deadline.
Note: In case of foreign Bidders, in the event the Bidder is unable to furnish the
audited annual accounts for the previous financial year as per the prevalent norm in
the respective country, the Bidder shall submit the annual audited accounts of the
last financial year for which the audited accounts are available. This, however,
would be acceptable, subject to the condition that the last date of response to this
RfS falls on or within the deadline for completion of audit of annual accounts of
companies, as stipulated by the laws/rules of the respective country, and the
Bidder shall submit the corresponding documentary evidence against the same. In
case the annual accounts or provisional accounts as on the day at least 7 days
prior to the bid submission deadline, are submitted in a language other than
English, a certified English translation from an approved translator shall be
required to be submitted by the Bidder.
C.6 For meeting the above financial eligibility criteria, if the data is provided by the
Bidder in a foreign currency, equivalent Indian Rupees of Net Worth and other
financial parameters will be calculated by the Bidder using Reserve Bank of India’s
(RBI) reference rates prevailing on the date of closing of the accounts for the
respective financial year.
C.7 In case of any currency for which RBI reference rate is not available, Bidders shall
convert such currency into US Dollars (USD) as per the exchange rates certified by
their banker prevailing on the relevant date and used for such conversion. After
such conversion, Bidder shall follow the procedure/ submit document as elaborated
in Clause C.6 above.
C.8 In case the response to RfS is submitted by a Consortium, then the financial
requirement (both the Net-Worth and Liquidity requirements) to be met by each
Member of the Consortium shall be computed in proportion to the equity
commitment made by each of them in the Project Company.
C.9 For example, if two companies A and B form a Consortium with equity participation
in 70:30 ratio and submit their bid for a capacity of 50MW, then, total Net-Worth to
be met by the Consortium is Rs. 80 lakh x 50MW = Rs. 40 Crores. Minimum
requirement of Net-Worth to be met by Lead Member A would be minimum Rs. 28
Crores and to be met by Consortium Member B would be Rs. 12 Crores. Similar
methodology shall be followed for computation of turnover and other liquidity
requirement.

74
 Section – V
EVALUATION OF BID AND
SELECTION OF PROJECTS

75
1 BID EVALUATION

Bid evaluation will be carried out considering the information furnished by

Bidders as per provisions specified in Section-III, Instructions to Bidders (ITB) of
this RfS. The detailed evaluation procedure and selection of bidders are
described in subsequent clauses in this Section.
Reverse Auction process shall be conducted package wise. Separate auctions
to be done for each package. Actions to be done on criteria of beating the L-1
price. Bidders will be invited in reverse auction those projects only for which
they have submitted their bids and therefore qualified in technical & financial
bid evaluation

2 TECHNO-COMMERCIAL EVALUATION OF BIDDERS

2.a FIRST ENVELOPE (TECHNICAL BID) EVALUATION (STEP - 1)

2.a.1 The first envelope (Technical Bid submitted online) of only those bidders will be
opened by REMC Ltd. whose required documents as mentioned at Clause No.
23.a, Section-III, of this RfS are received at the office of REMC Ltd. Bid opening
(online) will be done only after the deadline for submission of Bank Guarantee
and/or DDs/Pay order against Cost of RfS document.
2.a.2 Documents (as mentioned in the previous clause) received after the bid
submission deadline specified in the Bid Information Sheet shall be rejected
and returned unopened, if super-scribed properly with address, to the bidder.
2.a.3 Subject to Clause No. 22, Section-III, Instructions to Bidders (ITB) of this RfS,
REMC Ltd. will examine all the documents submitted by the Bidders and
ascertain meeting of eligibility conditions prescribed in the RfS. During the
examination of the bids, REMC Ltd. may seek clarifications/ additional
documents to the documents submitted etc. from the Bidders if required to
satisfy themselves for meeting the eligibility conditions by the Bidders. Bidders
shall be required to respond to any clarifications/ additional documents sought
by REMC Ltd. within 07 (seven) days from the date of such intimation from
REMC Ltd. All correspondence in this regard shall be made through email/ ISN-
ETS portal only. It shall be the responsibility of the Bidder to ensure that the

76
 email id of the authorized signatory of the Bidder is functional. The Bidder may
provide an additional email id of the authorized signatory in the covering letter.
No reminders in this case shall be sent. It shall be the sole responsibility of the
Bidders to remove all the discrepancies and furnish additional documents as
requested. REMC Ltd. shall not be responsible for rejection of any bid on
account of the above.
2.a.4 The response to RfS submitted by the Bidder shall be scrutinized to establish
Techno- Commercial eligibility as per RfS.

2.b SECOND ENVELOPE (FINANCIAL BID) EVALUATION (STEP - 2)

In this step evaluations of Techno-Commercially Qualified Bids shall be done

based on the “First Round Tariff Bid” quoted by the bidders in the Electronic
Form of Financial Bid. After this step, the shortlisted bidders shall be invited for
the Reverse Auction.
Evaluation of techno-commercially qualified bids shall be carried out based on
the landed tariff at Railway drawl point (TSS/SP/SSP/OHE) quoted by the
Bidders in the Electronic Form in Financial Bid. After this step, the shortlisted
Bidders shall be invited for the Reverse Auction.

2.b.1 Second Envelope (containing First Round Tariff) of only those bidders shall be
opened whose technical bids are found to be qualified.
2.b.2 The Bidder including its Parent, Affiliate or Ultimate Parent or any Group
Company will have to submit a single bid (single application) quoting a single
tariff in Indian Rupees (INR) per kWh for each package applied for. The tariff
has to be quoted up to two places of decimal only. If it is quoted with more than
two digits after decimal, digits after first two decimal places shall be ignored.
(For e.g. if the quoted tariff is INR 2.337, then it shall be considered as INR
2.33).
2.b.3 In this step, evaluation will be carried out based on tariff quoted by Bidders.
2.b.4 Deleted.
2.b.5 On completion of Techno-Commercial bid evaluation, if it is found that only one
or two Bidder(s) is/are eligible for the next stage, opening of the financial bid of
the Bidder(s) will be at the discretion of REMC Ltd.. Thereafter, REMC Ltd. will
take appropriate action as deemed fit.
77
2.b.6 If the first-round tariff quoted is same for two or more Bidders, then all the
Bidders with same tariff shall be considered of equal rank/ standing in the order.
2.b.7 All Bidders with same tariff shall be eligible for reverse auction round, provided
their rank is equal to or less than nth Bidder as mentioned in Clause No. 3.2 of
this Section-V.
2.b.8 Ranking of bidders after Financial Bid Evaluation: Following illustrates an
example of ranking of bidders after financial bid opening and evaluation

Bidder Submitted Financial Bid Ranking

B1 ₹ 2.10 (Tariff in ₹/ kWh) L1
B2 ₹ 2.20 (Tariff in ₹/ kWh) L2
B3 ₹ 2.25 (Tariff in ₹/ kWh) L3
B4 ₹ 2.25 (Tariff in ₹/ kWh) L3
B5 ₹ 2.30 (Tariff in ₹/ kWh) L4
B6 ₹ 2.31 (Tariff in ₹/ kWh) L5
B7 ₹ 2.40 (Tariff in ₹/ kWh) L6
B8 ₹ 2.50 (Tariff in ₹/ kWh) L7

B9 ₹ 2.70 (Tariff in ₹/ kWh) L8

3 REVERSE AUCTION (STEP - 3)

3.1 The reverse auction for each package shall be conducted through
https://www.bharat-electronictender.com portal on the day as intimated by
REMC Ltd. to the eligible bidders.

3.2 The Total eligible bidders for the Project for reverse auction shall be decided as
mentioned below:

(a) Total eligible bidders for reverse auction shall be decided as mentioned
below:

Assuming, T = Total number of techno-commercially qualified bidders, and if T

is less than or equal to 3 then all bidders will be invited to participate. If T is

greater than 3 then the bidder quoting highest price shall be eliminated and
remaining bidders shall participate in reverse auction.

3.3 At least 7 days prior to reverse auction, an advance intimation regarding the
date and time of the reverse auction will be sent by e-mail to all the bidders
78
 whose technical bids have been opened and found to be qualified. However,
from this advance intimation it shall not be construed by the bidders that they
have been shortlisted for Reverse Auction. Further at least two hours before the
schedule start time of Reverse Auction, a system generated email for invitation
for Reverse Auction will be sent to all those bidders only who have been
shortlisted based on the criteria mentioned at Clause No. 3.2 above.

3.4 Shortlisted bidders for Reverse Auction will be able to login into the ISN-ETS
portal of reverse auction 15 minutes before the start time of reverse auction.
3.4.1 During the 15 minutes prior to start of reverse auction process, the
respective tariff of the bidder shall be displayed on its window.
3.4.2 The minimum decrement value for tariff shall be INR 0.01 per kWh. The
Bidder can mention its revised discounted tariff which has to be at least
01 (One) Paisa less than the current L-1 bid.
3.4.3 Bidders can only quote any value lower than the current L-1 bid tariff
taking into consideration the minimum decrement value mentioned in the
previous clause. However, at any stage, increase in tariff will not be
permissible.
3.4.4 Not Used
3.4.5 In the bidder’s bidding window, the following information can be viewed
by the bidder:
a. Its tariff as the initial start price and there after last quoted tariff for the
Project
b. The list of all the Bidders with their following details: Pseudo Identity,
last quoted tariff and the Current L-1 Tariff
3.4.6 The initial auction period will be of 30 (thirty) minutes with a provision of
auto extension by 08 (eight) minutes from the scheduled/ extended
closing time. Such auto extension shall be effected if by way of reduction
in tariff.
.
4 SELECTION OF SUCCESSFUL BIDDERS

1.1 The lowest quoting Bidder after completion of e-reverse auction will be declared as the
Successful Bidder for the particular project/Package.

i. On completion of Techno-commercial bid evaluation, if it is found that only one Bidder is

79
 eligible, opening of the financial bid of the Bidder will be at the discretion of REMC Ltd.
Thereafter REMC Ltd will take appropriate action as deemed fit.
ii. A bidder can continue to revise his bid till the auction ends. However, the Bidder cannot
quote/Bid equal to the Leading / Lowest Bid. He must always quote lower than the
Leading/Lowest Bid.
iii. The evaluation criteria is based on Price alone in auction. The Bidder who quotes the
lowest evaluated Price is determined as the lowest bidder.
iv. If a bidder does not submit his bid in the Reverse Auction, the price quoted by him in the
price bid shall be considered as the final price of that bidder. The status of the bidder
(L1, L2 etc) shall be evaluated considering either the bid price submitted in Reverse
auction or the Price quoted in the price bid, whichever is lower. If tariff quoted by two
bidders is same in this condition, the ranking of bidders shall be done based on draw of
lots.
v. Only the chronologically last price bid submitted by the bidder till the end of the auction
shall be considered as the valid price bid of that bidder. Any bid submitted earlier by the
bidder prior to submission of his last bid will not be considered as the valid price bid.
vi. If the lowest price received during reverse auction is unreasonable or it is unacceptable
on ground of being too high, the REMC Ltd/Railways reserves right to seek justification
of the price from lowest bidder and go to negotiation. If the price is not considered
reasonable, REMC Ltd/Railways may not accept such bid and may go for another tender
process.
vii. However, if Reverse Auction does not lead to any bid, REMC L/tdRailways shall reserve
the right to award the job based on the lowest prices quoted in online commercial bid.
5 ISSUANCE OF LoAs

After Evaluation of price bids and e-reverse auction, REMC Ltd. shall intimate
successful bidder by way of issuing an Letter of Intent (LOI) and advising
submission of Rs 75,000/- per MW (Rupees Seventy Five Thousand Per MW )
for the awarded capacity towards REMC Ltd. Bidding Processing charges
(Excluding GST @18%). Bid Processing Charges shall be payable in form of
Demand Draft/NEFT/RTGS in favor of “REMC Limited” payable at Gurgaon.
After receipt of REMC Ltd. Bid Processing Charges REMC Ltd. will issue the
Letter of Award (LOA) to the successful bidder for each package.
A Letter of Award (LoA) will be issued to the successful Bidders for each
Package. In case of a Consortium being selected as the successful Bidder, the
LOA shall be issued to the Lead Member of the Consortium.
80
In all cases, REMC Ltd.’s decision regarding selection of Bidder through
Reverse Auction or other- wise based on tariff or annulment of tender process
shall be final and binding on all participating bidders.

81
Section - VI OTHER
PROVISIONS

82
 1 ROLE OF NODAL AGENCIES

It is envisaged that the Nodal Railways may appoint any Agency as a Nodal
Level Agency which will provide necessary support to facilitate the required
approvals and sanctions in a time bound manner so as to achieve
commissioning of the Projects within the scheduled Timeline. This may
include facilitation in the following areas:
• Coordination among various State and Central agencies for speedy
implementation of projects

• Support during commissioning of projects and issue of commissioning

certificates.
2 ROLE OF STATE TRANSMISSION UTILITY (if applicable)

It is envisaged that the State Transmission Utility will provide transmission

system to facilitate the evacuation of power from the Projects which may
include the following:
i) Upon application of Connectivity as per SERC/CERC Regulations,
STU shall coordinate with the concerned agencies for grant of
connectivity and LTA.
ii) Support during commissioning of projects

3 Not used

4 MSMEs (Micro, Small and Medium Enterprises) registered under NSIC/DIC/Udyog

Aadhaar only are exempted from submission of Cost of RfS documents.

5 Integrity pact:
(i) The Bidder/Contractor is required to enter into an Integrity Pact with the REMC
Ltd. (“Employer” for tendering stage) in the Format at Annexure E in this RFS.
The Integrity pact will be signed by REMC Ltd. for and on behalf of Nodal
Railway (“Employer” for execution of project) as its Agent / Power of Attorney
Holder at the time of Tendering Process with the successful bidder. Also the
Bidder/Contractor is required to enter into an Integrity Pact with the Nodal
Railway (“Employer” for execution of project) in the Format at Appendix-6
included in the Power Purchase Agreement. The Integrity Pact will be entered
into by the successful bidder with the Nodal Railway at the time of execution of
the PPA.
83
 While submitting the Bid, the Integrity Pact provided in this RFS and in the PPA
shall be signed by the duly authorized signatory of the Bidder / Lead Member of
JV. In case of failure to submit the Integrity Pact duly signed and witnessed,
along with the Bid, the Bid is likely to be rejected.
(ii) In case of any contradiction between the Terms and Conditions of the Bid
Document and the Integrity Pact, the former will prevail.
Provided always that provision of this para 5 – Integrity Pact, shall be applicable
only when so provided in para 5 A below which will also stipulate the name and
address of the Independent External Monitor as well as the Name, designation
and address of the official nominated by the Employer to act as the Liaison
Officer between the Independent External Monitor and the Engineer-in-Charge as
well as the Contractor/Bidder.
5 A Whether para 5 (Integrity Pact) shall be applicable __YES/NO
If Yes, Name and Address of the Independent External Monitor:
Shri …….
Name, Designation and Address of REMC Ltd./Nodal Railway’s Liaison Officer:

6 Project Details:-
Setting up of Land Based Solar PV Power plant on Private/Farmers Land near the
Traction Sub-station (TSS) at 25 kV connectivity under Tariff Based Competitive
Bidding will be carried out through e-bidding followed by e-Reverse Auction process.

6.1 Not used

6.2 Connectivity: Please refer sr. no.-7 of Section-III.
6.3 Power Evacuation
Construction of all the requisite infrastructure to evacuate power generated from
above Solar Power Plant and injection into the Railway Traction System i.e. Inter-
Connection Point / Metering Point at 25 kV will be responsibility of the selected SPD.

6.4 Not used

6.5 Protection and security of Solar Plant

The SPD will provide suitable Protection & security of solar plant.
6.6 Power Off-take
Power / energy generated from the solar plants will be purchased by Nodal
84
 Railways in accordance with the provisions of Power Purchase Agreements.

7 Project Configuration:
7.1 The bidder is required to submit one consolidated bid and indicate the capacity
offered and name of the package for which it proposes to Bid. The bidder may
quote for one package or more than one package. However, the bidder has to
quote for the complete quantum for a package. Bids for part capacity of a package
would be rejected. However, in case the bidder has submitted his bid for multiple
packages, his bid for other packages will remain valid even if their bid for part
capacity for some package is rejected.
Bid evaluation and reverse auction will be conducted package wise.
Following points are to be noted in this regard:
The package may consist of any number of land parcels.

7.2 A single tariff shall be quoted by the bidder in its response to RFS for each package
irrespective of the package configuration. Single tariff shall be offered for one
package. Different packages can have different tariffs.

7.2 Solar projects in a package are to be connected to Railway Transmission system

(TSS/SP/SSP/OHE) as per connectivity mentioned in package details in Annexure-
G of RFS. For each packages a landed tariff has to be quoted at Railway drawl
point (TSS/SP/SSP/OHE) as applicable.

8 Power Purchase Agreement shall be signed by Nodal Zonal Railway for each
package. PPA may be signed at Zonal HQ Level or Division level as decided by
Nodal Zonal Railway. Nodal Zonal Railway for each package is provided at
Annexure-H of RFS. The SPD shall be responsible for obtaining connectivity and
Long Term Open Access (LTA) for each package as applicable.

9 Bidders are required to quote single tariff for each package after going through the site &
project details. The Lowest Bidder after reverse auction shall be the selected Bidder for
each package. Price Bid will be invited for the Project on the basis of the tariff bid and fixed
with no escalation clause for a period of 25 years.

85
10 During the Bidding Process, Bidders are invited to examine the Project in greater detail,
and to carry out at their cost, such studies as may be required for submitting their
respective Bids for award of the contract including implementation of the Project. Nodal
officer for Nodal Railway shall be CEGE / CEDE / CEE (EEM) or his authorized
representative. It is clarified that REMC Ltd. shall not make any arrangement related to
travel or stay for any bidder except accompanying them to get familiarize with the site
condition.

11 Right to accept or reject any or all Bids

11.1 Notwithstanding anything contained in this RfS, REMC Ltd. reserves the right to
accept or reject any Bid and to annul the Bidding Process and reject all Bids, at
any time without any liability or any obligation for such acceptance, rejection or
annulment, and without assigning any reasons therefore. In the event that
REMC Ltd rejects or annuls all the Bids, it may, in its discretion, invite all eligible
Bidders to submit fresh Bids hereunder.
11.2 The REMC Ltd. reserves the right to reject any Bid if:
(a) At any time, a material misrepresentation is made or uncovered, or
(b) The Bidder does not provide, within the time specified by REMC Ltd., the
supplemental information sought by REMC Ltd. for evaluation of the Bid.
If the Bidder/Bidder is a Consortium, then the entire Consortium may be
disqualified/ rejected. If such disqualification/ rejection occurs after the Bids
have been opened and the lowest Bidder gets disqualified/ rejected, then REMC
Ltd. shall annul the bidding process and invite fresh bids.
11.3 In case it is found during the evaluation or at any time before signing of the
Power Purchase Agreement or after its execution and during the period of
subsistence thereof, including the contract thereby granted by REMC Ltd.
/Railways, that one or more of the pre-qualification conditions have not been
met by the Bidder, or the Bidder has made material misrepresentation or has
given any materially incorrect or false information, the Bidder shall be
disqualified forthwith if not yet appointed as the SPD either by issue of the LOI /
LOA or entering into of the Power Purchase Agreement, and if the Bidder/SPV
has already been issued the LOI/LOA or has entered into the Power Purchase
Agreement, as the case may be, the same shall, notwithstanding anything to the
contrary contained therein or in this RFS, be liable to be terminated, by a

86
 communication in writing by REMC Ltd. / Railways to the Bidder, without REMC
Ltd. /Railways being liable in any manner whatsoever to the Bidder and without
prejudice to any other right or remedy which Railways may have under this RFS,
the Bidding Documents, the Power Purchase Agreement or under applicable
law.
11.4 The REMC Ltd./Railways reserves the right to verify all statements, information
and documents submitted by the Bidder in response to the RFS. Any such
verification or lack of such verification by REMC Ltd./Railways shall not relieve
the Bidder of its obligations or liabilities hereunder nor will it affect any rights of
REMC Ltd./Railways there under.
11.5 REMC Ltd. shall endeavor to respond to the questions raised or clarifications
sought by the Bidders. However, the REMC Ltd. reserves the right not to
respond to any question or provide any clarification, in its sole discretion, and
nothing in this Clause shall be taken or read as compelling or requiring REMC
Ltd. to respond to any question or to provide any clarification.
11.6 REMC Ltd. may also on its own motion, if deemed necessary, issue
interpretations and clarifications to all Bidders. All clarifications and
interpretations issued by REMC Ltd. shall be deemed to be part of the RFS.
Verbal clarifications and information given by REMC Ltd. or its employees or
representatives shall not in any way or manner be binding on REMC Ltd.
11.7 At any time prior to the deadline for submission of Bid, REMC Ltd. may, for any
reason, whether at its own initiative or in response to clarifications requested by
a Bidder, modify the RFS by the issuance of Addenda.
11.8 In order to afford the Bidders a reasonable time for taking an Addendum or
Corrigendum into account, or for any other reason, REMC Ltd. may, in its sole
discretion, extend the Bid Due Date.

12 Opening and Evaluation of Bids

12.1 REMC Ltd. at its discretion may ask for additional documents, if felt
necessary. REMC Ltd. reserves the right to reject any Bid which is non-
responsive and no request for alteration, modification, substitution or
withdrawal shall be entertained by REMC Ltd. in respect of such Bid.
Provided, however, that REMC Ltd. may, in its discretion, allow the Bidder to

87
 rectify any infirmities or omissions if the same do not constitute a material
modification of the Bid.
12.2 Bids for which a notice of withdrawal has been submitted shall not be opened.
12.3 REMC Ltd. will subsequently examine and evaluate Bids in accordance with
the provisions set out in RFS document.
12.4 Bidders are advised that pre-qualification of Bidders will be entirely at the
discretion of REMC Ltd.. Bidders will be deemed to have understood and
agreed that no explanation or justification on any aspect of the Bidding
Process or selection will be given.
12.5 Any information contained in the Bid shall not in any way be construed as
binding on REMC Ltd. , its agents, successors or assigns, but shall be binding
against the Bidder if the Project is subsequently awarded to it on the basis of
such information.
12.6 REMC Ltd. reserves the right not to proceed with the Bidding Process at any
time without notice or liability and to reject any or all Bid(s) without assigning
any reasons.
12.7 If any information furnished by the Bidder is found to be incomplete, or
contained in formats other than those specified herein, REMC Ltd. may, in its
sole discretion, exclude the relevant credential from computation of the
eligibility of the Bidder.
12.8 In the event that a Bidder claims credit for technical & financial eligibility, and
such claim is determined by REMC Ltd. as incorrect or erroneous REMC Ltd.
shall reject such claim. Where any information is found to be patently false or
amounting to a material misrepresentation, REMC Ltd. reserves the right to
reject the Bid in accordance with the provisions of RFS.
12.9 On completion of Techno-commercial bid evaluation, if it is found that only
one Bidder is eligible, opening of the financial bid of the Bidder will be at the
discretion of REMC Ltd.. Thereafter REMC Ltd. will take appropriate action as
deemed fit.

88
13.1 REMC Ltd. in its sole discretion and without incurring any obligation or
liability, reserves the right, at any time, to;
(a) suspend and/ or cancel the Bidding Process and/ or amend and/ or supplement
the Bidding Process or modify the dates or other terms and conditions relating
thereto;
(b) consult with any Bidder in order to receive clarification or further information;
(c) pre-qualify or not to pre-qualify any Bidder and/ or to consult with any Bidder in
order to receive clarification or further information;
(d) retain any information and/ or evidence submitted to Railways by, on behalf of,
and/ or in relation to any Bidder; and/ or
(e) Independently verify, disqualify, reject and/ or accept any and all submissions or
other information and/ or evidence submitted by or on behalf of any Bidder.
13.2 It shall be deemed that by submitting the Bid, the Bidder agrees and releases
REMC Ltd., its employees, agents and advisers, irrevocably, unconditionally,
fully and finally from any and all liability for claims, losses, damages, costs,
expenses or liabilities in any way related to or arising from the exercise of any
rights and/ or performance of any obligations hereunder and the Bidding
Documents, pursuant hereto, and/ or in connection with the Bidding Process, to
the fullest extent permitted by applicable law, and waives any and all rights and/
or claims it may have in this respect, whether actual or contingent, whether
present or in future.
13.3 The Bidder will be responsible for Design, Engineering, Procurement, Finance,
Erection (including civil and structural works), Installation, Testing,
Commissioning and Generation from the solar PV system(s) including
Operation and Maintenance (O&M) of the system(s) in private/farmers land for
a period of 25 years after commissioning of project.
For the implementation of above mentioned work, Bidder should submit their bid
proposal along with all supporting documents complete in all respect on or
before date specified Schedule of Bidding Process in the office of “REMC Ltd. ”
in prescribed format.
Bidders shall submit bid proposal along with non-refundable cost of bid
document, complete in all respect as per this document. Techno-Commercial
bids will be opened in presence of authorized representatives of bidders who

89
 wish to be present. Bid proposals received without the prescribed fees will be
rejected. In the event of any date indicated above is a declared Holiday, the
next working day shall become operative for the respective purpose mentioned
herein.
The Bidder should regularly follow up for any Amendment / Corrigendum /
Clarification on the bidding portal.
13.4 Not used
14. The Bidder is advised to read carefully all instructions and conditions appearing
in this document and understand them fully. All information and documents
required as per the bid document must be furnished. Failure to provide the
information and / or documents as required may render the bid technically
unacceptable. The Selected Bidder, who is either a company incorporated under
the Companies Act, 1956/ 2013 or undertakes to incorporate as such prior to
execution of the PPA (the “SPD”), shall be responsible for designing,
engineering, financing, procurement, construction, operation and maintenance
of the Project under and in accordance with the provisions of a long-term PPA
(the “Power Purchase Agreement”) to be entered into between the Selected
Bidder and the Railways / Nodal Railway in the form provided by the REMC Ltd.
as part of the Bidding Documents pursuant hereto. The bidder shall be deemed
to have examined the bid document, to have obtained his own information in all
matters whatsoever that might affect the carrying out the works in line with the
scope of work specified elsewhere in the document at the offered rates and to
have satisfied himself to the sufficiency of his bid. The bidder shall be deemed
to know the scope, nature and magnitude of the works and requirement of
materials, equipment, tools and labour involved, wage structures and as to what
all works he has to complete in accordance with the bid documents irrespective
of any defects, omissions or errors that may be found in the bid documents.
15. Site visit and verification of information
15.1 Bidders are encouraged to submit their respective Bids after visiting the
Project site and ascertaining for themselves the site conditions, traffic,
location, surroundings, climate, availability of power, water and other
utilities for construction, access to site, handling and storage of

90
 materials, weather data, applicable laws and regulations, and any other
matter considered relevant by them.
15.2 It shall be deemed that by submitting a Bid, the Bidder has:
(a) Made a complete and careful examination of the Bidding Documents.
(b) Received all relevant information requested from the REMC Ltd.
/Railways.
(c) Accepted the risk of inadequacy, error or mistake in the information
provided in the Bidding Documents or furnished by REMC Ltd. on
behalf of the Railways relating to any of the matters referred to in above
para;
(d) Satisfied itself about all matters, things and information including matters
referred to in above paras hereinabove necessary and required for
submitting an informed Bid, execution of the Project in accordance with
the Bidding Documents and performance of all of its obligations there
under;
(e) Acknowledged and agreed that inadequacy, lack of completeness or
incorrectness of information provided in the Bidding Documents or
ignorance of any of the matters referred to in above paras hereinabove
shall not be a basis for any claim for compensation, damages,
extension of time for performance of its obligations, loss of profits etc.
from the Railways, or a ground for termination of the PPA by the SPD;
(f) Acknowledged that it does not have a Conflict of Interest; and
(g) Agreed to be bound by the undertakings provided by it under and in
terms hereof.
15.3 The REMC Ltd. shall not be liable for any omission, mistake or error in
respect of any of the above or on account of any matter or thing arising
out of or concerning or relating to RFS, the Bidding Documents or the
Bidding Process, including any error or mistake therein or in any
information or data given by the REMC Ltd./Railways.
15.4 Confidentiality
Information relating to the examination, clarification, evaluation and
recommendation for the Bidders shall not be disclosed to any person
who is not officially concerned with the process or is not a retained

91
 professional advisor advising the REMC Ltd. in relation to or matters
arising out of, or concerning the Bidding Process. The REMC Ltd. will
treat all information, submitted as part of the Bid, in confidence and will
require all those who have access to such material to treat the same in
confidence. The REMC Ltd. may not divulge any such information
unless it is directed to do so by any statutory entity that has the power
under law to require its disclosure or is to enforce or assert any right or
privilege of the statutory entity and/ or the REMC Ltd. or as may be
required by law or in connection with any legal process.

16.0: Land Arrangement for the project:

(i) SPD will be responsible for arranging land for the project, for a period not less than the
complete term of PPA. The land will be free from all encroachments and encumbrances.

(ii) Developers to identify less productive private land of farmers near TSS & sign land
lease agreement with farmer/farmers within 90 days of issue of LOA. In cas e agreement is
not signed within 90 days, Railways may give extension of max upto 150 days from issue
of LOA. Railway may also give subsequent extension of Financial Closure and Commercial
Operation Date (COD) accordingly. Railway may cancel LOA if land lease agreement is not
finalized within 150 days of issue of LOA. PPA will be executed subsequent to signing of
land lease agreement.

(iii) Developer will enter into Land Lease agreement with the farmer for 25 years &
construction period. Draft land lease agreement is part of Bid Document.

Developer may enter into Land Lease Agreement with one or more than one farmer for one
TSS for arranging the Land required for installation of solar capacity.
(iv) Ownership of the land will be with farmer. Farmers can sell their land one year after
Commercial Operation Date (COD) of solar plant.

(v) Developer is responsible for conversion of Land from Agricultural to Non-agricultural use
(if required) in consent with respective farmers. Railway will facilitate conversion of land
from state authorities. If there is delay in getting conversion of land, Railway may
subsequently, provide extension for financial closure and Commercial Operation Date
(COD) if required up to a maximum period of 1 year.

(vi) Developers will sign Memorandum of Understanding (MoU) with Farmer/Farmers. Draft
MoU will be part of Bid Document. Draft MoU will contain farmers details of tariff sharing,
mode of payment, timelines etc., involvement of Farmer in O&M activities and revenue
sharing etc.

(vii) PPA will be executed subsequent to signing of land lease agreement.

92
17.0: Benefits to Farmers:

(i) SPD to sign Land Lease Agreement and Memorandum of Understandings (MOU) with
farmer (s). Draft Land Lease Agreement and Memorandum of Understandings (MOU) will
be provided in due course.

(ii) SPD to share minimum ……….paisa/kWh plus 5% escalation once in every two years
with farmer (s) in proportionate to his/her land acquisition. Actual tariff sharing will depend
on land cost and mutual agreement between SPD & Farmer/Farmers. Payments to farmer
to be done monthly. Farmer to get benefit in tariff sharing for minimum guaranteed
generation in a year as per PPA (Corresponding to CUF of 17%) even if annual generation
is less than minimum guaranteed generation.

(iii) As per Land Lease Agreement and Memorandum of Understandings (MOU), SPD to
give preference to farmer/farmers in O&M activities such as cleaning/grass cutting etc. or
for any other skilled activities if farmers or his/her family members are suitable for it.
Benchmark requirement of Manpower for O&M activities (per MW per Acre) to be provided
in the Bid Document. SPD to ensure Minimum Wages as per state regulations.

93
 Section – VII
SAMPLE FORMS &
FORMATS FOR BID
SUBMISSION

94
 FORMATS FOR BID SUBMISSION

The following formats are required to be submitted as part of the RfS. These formats
are designed to demonstrate the Bidder’s compliance with the Qualification
Requirements set forth in Section - IV and other submission requirements specified
in the RfS

i) Format of Covering Letter (Format 7.1)

ii) Format for Power of Attorney (Format 7.2)
iii) Format for Declaration of Bid security (Format 7.3 A)
iv) Format for Performance Bank Guarantee (PBG) (Format 7.3 B)
v) Format for Payment on Order Instrument (POI) (Format 7.3 C)
vi) Format for Board Resolutions (Format 7.4)
vii) Format for Consortium Agreement (Format 7.5)
viii) Format for Financial Requirement (Format 7.6)
ix) Format for Undertaking regarding no willful default and no major litigation pending
(Format 7.7)
x) Format for Disclosure (Format 7.8)
xi) Format for Technical Criteria (Format 7.9)
xii) Format for Proposed Technology Tie-up (Format 7.10)
xiii) Format for submission of Financial Bid (Format 7.11)
xiv) Format for Preliminary Estimate of Cost of Solar PV Project (Format 7.12)
xv) Technical Requirements for Grid/Railway Transmission System Connected Solar PV
Projects (Annexure - A)
xvi) Check List for Bank Guarantees (Annexure-B)
xvii) Special Instructions to Bidders for e-Tendering and Reverse Auction (Annexure-C)

xviii) Checklist for Financial Closure (Annexure-D)

xix) Integrity pact as per Annexure-E
xx) Annexure-E-1 Guidelines on Banning of Business Dealings
xxi) Not used
xxii) Annexure-G (Package Details)
xxiii) Annexure-H (List of Nodal Railway)

95
 Format 7.1
FORMAT FOR COVERING LETTER

(The Covering Letter should be submitted on the Letter Head of the Bidding
Company/ Lead Member of Consortium)
Ref.No. Date:

From: (Insert name and address of Bidding Company/ Lead Member of

Consortium)

Tel.#:
Fax#:
E-mail address#

To,
CEO,
REMC Limited
8th Floor PNB Building,
7, Bhikaji Cama Place,
New Delhi-110066

Sub: Response to RfS No. REMCL/CO/Solar/Phase-IV/2022 dated: 10.05.2022

.............................................................................for Selection of Solar Power Developers
for Setting up of Land Based Solar PV Power plant on Private/Farmers Land near the
Traction Sub-station (TSS) at 25 kV connectivity under Tariff Based Competitive
Bidding

Dear Sir/ Madam,

We, the undersigned ...... [insert name of the ‘Bidder’] having read, examined and
understood
in detail the RfS including Qualification Requirements in particular, terms and
conditions of the standard PPA for supply of power for 25 years to Railways, hereby
96
submit our response to RfS.

We confirm that in response to the aforesaid RfS, neither we nor any of our Ultimate
Parent Company/ Parent Company/ Affiliate/ Group Company has submitted response
to RfS other than this response to RfS, directly or indirectly, in response to the
aforesaid RfS (as mentioned in Format 7.7 under Disclosure). We also confirm that we
including our Ultimate Parent Company/ Parent Company/ Affiliate/ Group Companies
directly or indirectly have not submitted response to RfS for more than cumulative
capacity of ……….. MW, including this response to RfS.

We are submitting RfS for the development of following Solar PV Project(s): -

Package Capacity Location of Interconnection Proposed
No. (MW) Project (Village, Point Details CUF
Tehsil, Dist.,
State)

1. We give our unconditional acceptance to the RfS, dated ................ [Insert date in
dd/mm/yyyy], standard PPA documents attached thereto, issued by REMC Ltd.
In token of our acceptance to the RfS, PPA documents along with the
amendments and clarifications issued by REMC Ltd., the same have been
digitally signed by us and enclosed with the response to RfS. We shall ensure
that the PPA is executed as per the provisions of the RfS and provisions of PPA
and shall be binding on us. Further, we confirm that the Project shall be
commissioned within the deadline as per clause no. 16 of ITB of the RfS.
2. Earnest Money Deposit (EMD) (if applicable)/Declaration of Bid security: -
(Please read Clause No. 10, Section-III, ITB carefully before filling)
We have enclosed EMD (if applicable) of INR (Insert Amount), in the form of Bank
Guarantee/Declaration of Bid Security
no…………. [Insert bank guarantee number, (if applicable)] dated ……….
[Insert date of bank guarantee(if applicable)] as per Format 7.3A from …………
[Insert name of bank providing bank guarantee(if applicable)] and valid up
to………….in terms of Clause No. 10, Section-III, ITB of this RfS. The total
capacity of the Solar PV Project offered by us is …………. MW [Insert
97
 cumulative capacity proposed].
3. We hereby declare that in the event our Project(s) get selected and we are not
able to submit Bank Guarantee of the requisite value(s) towards PBG/POI,
Success charge for the selected Projects, within due time as mentioned in
Clause Nos. 11 & 12, Section-III, ITB of this RfS on issue of LoA by REMC Ltd.
for the selected Projects and/ or we are not able to sign PPA with Railways
within 30 days of issue of LOA by REMC Ltd. for the selected Projects, REMC
Ltd. shall have the right to encash the EMD(if applicable) submitted by us and
return the balance amount (if any) for the value of EMD (if applicable)
pertaining to unsuccessful capacity.
4. We have submitted our response to RfS strictly as per Section - VII (Sample
Forms and Formats) of this RfS, without any deviations, conditions and without
mentioning any assumptions or notes in the said Formats.
5. Acceptance: -

We hereby unconditionally and irrevocably agree and accept that the decision
made by REMC Ltd. in respect of any matter regarding or arising out of the RfS
shall be binding on us. We hereby expressly waive and withdraw any deviations
and all claims in respect of this process.
We also unconditionally and irrevocably agree and accept that the decision
made by REMC Ltd. in respect of award of Projects according to our preference
order as above and in line with the provisions of the RfS, shall be binding on us.
6. Familiarity with Relevant Indian Laws & Regulations: -
We confirm that we have studied the provisions of the relevant Indian Laws and
Regulations as required to enable us to submit this response to RfS and
execute the PPA, in the event of our selection as Successful Bidder.
7. In case of our selection as the Successful bidder under the scheme and the
project being executed by a Special Purpose Vehicle (SPV) incorporated by us
which shall be our subsidiary, we shall infuse necessary equity to the
requirements of RfS. Further we will submit a Board Resolution prior to signing
of PPA with Railways, committing total equity infusion in the SPV as per the
provisions of RfS.
8. We are submitting our response to the RfS with formats duly signed as desired
by you in the RfS online for your consideration.
98
9. It is confirmed that our response to the RfS is consistent with all the
requirements of submission as stated in the RfS, including all clarifications and
amendments and subsequent communications from REMC Ltd.
10. The information submitted in our response to the RfS is correct to the best of
our knowledge and understanding. We would be solely responsible for any
errors or omissions in our response to the RfS.
11. We confirm that all the terms and conditions of our Bid are valid up to
(Insert date in dd/mm/yyyy) for acceptance [i.e. a period of 180 (One Hundred
Eighty) Days from the last date of submission of response to RfS].
12. Contact Person
Details of the representative to be contacted by REMC Ltd. are furnished as
under:
Name : ……………………………………
Designation : ……………………………………
Company : ……………………………………
Address : …………………………………
Phone Nos. : …………………………………
Mobile Nos. : ……………………………………
Fax Nos. : ……………………………………

E-mail address : ………………………………

We have neither made any statement nor provided any information in this Bid,
which to the best of our knowledge is materially inaccurate or misleading.
Further, all the confirmations, declarations and representations made in our Bid
are true and accurate. In case this is found to be incorrect after our selection as
Successful Bidde r, we agree that the same would be treated as a SPD’s event of
default under PPA and consequent provisions of PPA shall apply.

Dated the day of , 20….

Thanking you,
We remain,
Yours
faithfully,
Name, Designation, Seal and Signature of Authorized Person in whose name Power of
99
Attorney/ Board Resolution/ Declaration.

100
 Format 7.2
FORMAT FOR POWER OF ATTORNEY

(Applicable Only in case of Consortiums)

(To be provided by each of the other members of the Consortium in favor
of the Lead Member)
(To be stamped in accordance with Stamp Act, the Non-Judicial Stamp Paper of
Appropriate Value)

KNOW ALL MEN BY THESE PRESENTS THAT M/s…………….……………. having

its registered office at ………………………….……., …., and M/s .....................having
its registered office at …………………………………., (Insert names and registered
offices of all Members of the Consortium) the Members of Consortium have formed a
Bidding Consortium named ……………………. (insert name of the Consortium if
finalized) (hereinafter called the ‘Consortium’) vide Consortium Agreement
dated……….……………… and having agreed to appoint M/s…........................as the
Lead Member of the said Consortium do hereby constitute, nominate and appoint
M/s… .....................................................................................................................a
company incorporated under the laws of ……….………and having its Registered/
Head Office at .......................................................................................................as
our duly constituted lawful Attorney (hereinafter called as Lead Member) to exercise
all or any of the powers for and on behalf of the Consortium in regard to submission of
the response to RfS No……………..
We also authorize the said Lead Member to undertake the following acts:
i) To submit on behalf of Consortium Members response to RfS.
ii) To do any other act or submit any information and document related to the
above response to RfS Bid.
It is expressly understood that in the event of the Consortium being selected as
Successful Bidder, this Power of Attorney shall remain valid, binding and irrevocable
until the Bidding Consortium achieves execution of PPA.
We as the Member of the Consortium agree and undertake to ratify and confirm all
whatsoever the said Attorney/ Lead Member has done on behalf of the Consortium
Members pursuant to this Power of Attorney and the same shall bind us and deemed
to have been done by us.
101
IN WITNESS WHEREOF M/s........................................................... , as the Member of the
Consortium have executed these presents on this………. day of under the
Common Seal
of our company.

For and on behalf of Consortium Member

M/s………………………….
-------------------------------- (Signature of person authorized by the
board) (Name
Designation Place:
Date:)
Accepte
d

---------------------------------
(Signature, Name, Designation and Address of the
person authorized by the board of the Lead Member)

Attested
---------------------
(Signature of the executant)

------------------------------
(Signature & stamp of Notary of the place of execution)

Place: --------------- Date:

------------------
Lead Member in the Consortium shall have the controlling shareholding in the
Company as defined in Section-I, Definition of Terms of the RfS.

102
 FORMAT-7.3 A

Format for Declaration of Bid Security

(to be submitted separately for each Project)

No. Date
Subject: Declaration of bid security.

We, _______(insert name of the Bidder) hereby provide this undertaking to

REMC Ltd., in respect to our response to RfS vide RfS No.
_____________dated___________. We undertake that we will abide by the
provisions of the RfS for the activities pertaining to submission of response
to RfS, during the bid validity period. We undertake not to withdraw or modify
our bid during the bid validity period, in line with provisions of the RfS. In
case we withdraw or modify our response to the RfS during the bid validity
period, or violate other provisions of the RfS which make the bid non-
responsive under Clause 22 of Section-III of the RfS, We, ___________
(insert name of the bidder) including our Parent, Ultimate Parent, and our
Affiliates shall be suspended/debarred from participating in any of the
upcoming tenders issued by REMC Ltd. for a period of 2 years from the date
of default as notified by REMC Ltd.

(Name and Signature of the Authorized Signatory)

103
 Format 7.3 B
FORMAT FOR THE PERFORMANCE BANK GUARANTEE
(to be submitted separately for each Project)

(To be on non-judicial stamp paper of appropriate value as per Stamp Act

relevant to place of execution.)

In consideration of the ----- [Insert name of the Bidder] (hereinafter referred to

as selected Solar Power Developer') submitting the response to RfS inter alia
for selection of the Project of the capacity of ……….. MW, at
…………[Insert name of the place] under

……………………[Insert name of the RfS], for supply of power there form on

long term

basis, in response to the RfS dated ………… issued by REMC Limited (herein
after referred to as REMC Ltd.) and REMC LTD. considering such response to
the RfS of……………[insert the name of the selected Solar Power Developer]
(which expression shall unless repugnant to the context or meaning thereof
include its executers, administrators, successors and assignees) and selecting
the Solar Power Project of the Solar Power Developer and issuing Letter of
Award No to (Insert Name of selected Solar Power Developer) as Per terms of
RfS and the same having been accepted by the selected SPD resulting in a
Power Purchase Agreement (PPA) to be entered into, for purchase of Power
[from selected Solar Power Developer or a Project Company,
M/s……………………….. {a Special Purpose Vehicle(SPV)

formed for this purpose}, if applicable ]. As per the terms of the RfS, the_____
[insert name &
address of bank] hereby agrees unequivocally, irrevocably and unconditionally
to pay to Zonal Railway at [Insert Name of the Place from the address of the
Zonal Railway] without demur forthwith on demand in writing from Zonal
Railway or any Officer authorized by it in this behalf, any amount up to and not

104
exceeding Rupees [Total Value] only, on behalf of M/s
____________________ [Insert name of the selected Solar Power Developer /
Project Company]

This guarantee shall be valid and binding on this Bank up to and including…
and shall not be
terminable by notice or any change in the constitution of the Bank or the term of
contractor by any other reasons whatsoever and our liability hereunder shall not
be impaired or discharged by any extension of time or variations or alternations
made, given, or agreed with or without our knowledge or consent, by or
between parties to the respective agreement.

Our liability under this Guarantee is restricted to Rs. ____only.

Our Guarantee shall remain in force until…………………….… Zonal Railway

shall be entitled to invoke this Guarantee till ……….

The Guarantor Bank hereby agrees and acknowledges that Zonal Railway shall
have a right to invoke this BANK GUARANTEE in part or in full, as it may deem
fit.

The Guarantor Bank hereby expressly agrees that it shall not require any proof
in addition to the written demand by Zonal Railway, made in any format, raised
at the above mentioned address of the Guarantor Bank, in order to make the
said payment to Zonal Railway.

The Guarantor Bank shall make payment hereunder on first demand without
restriction or conditions and notwithstanding any objection by [Insert name of
the selected Solar Power Developer / Project Company as applicable] and/or
any other person. The Guarantor Bank shall not require Zonal Railway to justify
the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank have
any recourse against Zonal Railway in respect of any payment made
hereunder.

This BANK GUARANTEE shall be interpreted in accordance with the laws of

India and the courts at Delhi shall have exclusive jurisdiction.

The Guarantor Bank represents that this BANK GUARANTEE has been
established in such form and with such content that it is fully enforceable in
105
accordance with its terms as against the Guarantor Bank in the manner
provided herein.

This BANK GUARANTEE shall not be affected in any manner by reason of

merger, amalgamation, restructuring or any other change in the constitution of
the Guarantor Bank.

This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank

and accordingly Zonal Railway shall not be obliged before enforcing this BANK
GUARANTEE to take any action in any court or arbitral proceedings against the
selected Solar Power Developer / Project Company , to make any claim against
or any demand on the selected Solar Power Developer / Project Company or to
give any notice to the selected Solar Power Developer / Project Company or to
enforce any security held by Zonal Railway or to exercise, levy or enforce any
distress, diligence or other process against the selected Solar Power Developer
/ Project Company .

The Guarantor Bank acknowledges that this BANK GUARANTEE is not

personal to Zonal Railway and may be assigned, in whole or in part, (whether
absolutely or by way of security) by REMC Ltd. to any entity to whom Zonal
Railway is entitled to assign its rights and obligations under the PPA.

Notwithstanding anything contained hereinabove, our liability under this

Guarantee is restricted to Rs.________________________________(Rs.
only) and it shall
remain in force until______________ (Provide for two additional months after
the period of guarantee for invoking the process of encashment) We are liable
to pay the guaranteed amount or any part thereof under this Bank Guarantee
only if Zonal Railway serves upon us a written claim or demand.

Signature
Name
Power of Attorney No.

For

106
 [Insert Name of the Bank]

E-mail ID of the bank:

Banker's Stamp and Full

Address. Dated this day of
, 20

Witness:

1. …………………………………….
Signature

Name and Address

2. …………………………………..
Signature

Name and Address

Notes:

1. The Stamp Paper should be in the name of the Executing Bank and of
appropriate value.
2. The Performance Bank Guarantee shall be executed by any of the Bank
from the List of Banks enclosed.

107
 Format 7.3 C
FORMAT FOR PAYMENT ON ORDER INSTRUMENT TO BE ISSUED
BY IREDA/REC/PFC
(to be submitted separately for each Package)

No. Date
REMC Ltd./Railways, Registered
________________,
__________________
______________

Reg: M/s (insert name of the PPA signing entity) (Project No.
(insert project ID issued by Zonal Railway) – Issuance of Payment
on Order Instrument for an amount of Rs.

Dear Sir,

1. The Ministry of New and Renewable Energy, Government of India vide its letter
dated 12th March 2020 has decided that to facilitate the promotion of solar and
wind power development and implementation of the project by the Solar and
Wind Power Developers who have entered into financing and funding
agreements with IREDA/REC/PFC, the security by way of PBG in the form of
Performance Bank Guarantee given by the Developers be allowed to be
substituted by Letter of Undertaking/Payment on Order Instrument issued by
Non-Banking Finance Companies under the control of the Ministry of New and
Renewable Energy and Ministry of Power. Zonal Railway and other nodal
agencies appointed by the Government of India with whom the power
developers have entered into Power Purchase Agreement may accept the
same in place of PBG. The Ministry of New and Renewable Energy vide letter
dated 12.03.2020 has, inter-alia, decided asunder:

6. After carefully examining the matter, the Ministry have decided as follows:
b) (i) SECI or NTPC or any other implementing agency on behalf of
MNRE (henceforth called implementing agencies) may
release the Performance Bank Guarantee (PBG) of any
project if RE developers are able to replace the same with

108
 Letter(s) of Undertaking to pay in case situation of default of
RE developer in terms of Power Purchase Agreement (PPA)
arises, from Indian Renewable Energy Development Agency
Limited (IREDA) or Power Finance Corporation Limited (PFC)
or REC Limited (REC), the three non- banking financial
institutions under Ministry of New & Renewable Energy
(MNRE)/ Ministry of Power (MoP). These three financial
institutions - IREDA or PFC or REC may issue such Letter(s)
of Undertaking to pay only after securing their financial
interests taking into account the security(ies) available with
them as per their policy and after due diligence. These non-
banking financial institutions would ensure that the
security(ies) available with them are enough to cover full risk/
or exposure, which may arise on account of issue of such
Letter(s) of Undertaking. Such Letter(s) may be termed as
"Payment on Order instrument" and will have same effect as
that of a Bank Guarantee issued by any public sector bank.
This "Payment on Order instrument" would have terms and
conditions similar to that of any Bank Guarantee given by any
public sector bank and would promise to pay the implementing
agencies on demand within stipulated time.
(i) RE developers can seek such Letters(s) by offering due security
to the above mentioned three non-banking financial
institutions mentioned above (IREDA, PFC & REC) for
seeking replacement of their Bank Guarantees already
pledged with the implementing agencies.
(ii) For future projects, RE developers would be at liberty to either
pledge Bank Guarantee(s) or Letter(s) of Undertaking as
stated above towards Performance Bank Guarantee.
(iii) The above decisions may be treated as amendments to the
respective Standard Bidding Guidelines (SBG) (solar/wind)
and notified accordingly.
(iv) Implementing agencies shall not accept the instrument of 'Letter

109
 of Undertaking' as described above or in any other form, from
any other non-banking financial institutions or bank, except
IREDA, PFC & REC.
2. It is to be noted that M/s. (insert name of the POI issuing
Agency) (‘IREDA/REC/PFC’) has sanctioned a non-fund based limit loan of Rs.
(Rupees only)to M/s under the
Loan Agreement executed on to execute Renewable Energy Projects.

3. At the request of M/s_ , on behalf of

(insert name of the SPV), it is now intended and proposed to issue this
Payment on Order Instrument (POI) for an amount of Rs.
(Rupees (in words)).

4. In consideration of the ----- [Insert name of the Bidder] (hereinafter referred to

as selected Solar Power Developer') submitting the response to RfS interalia
for selection of the Project of the capacity of ……….. MW, at …………[Insert
name of the place] under RfS for , for supply of power there from on long
term basis, in Response to the RfS dated…………issued by REMC Ltd.
(hereinafter referred to as REMC LTD.) and REMC LTD. considering such
response to the RfS of ………[insert the name of the selected Solar Power
Developer] (which expression shall unless repugnant to the context or meaning
there of include its executers, administrators, successors and assignees) and
selecting the Solar Power Project of the Solar Power Developer and issuing
Letter of Award No___ to (Insert Name of selected Solar Power Developer) as
per terms of RfS and the same having been accepted by the selected SPD
resulting in a Power Purchase Agreement (PPA) to be entered into, for
purchase of Power [from selected Solar Power Developer or a Project
Company, M/s ------------- {a Special Purpose Vehicle (SPV) formed for this
purpose}, if applicable ]. As per the terms of the RfS, the [insert name &
address of IREDA/PFC/REC] hereby agrees unequivocally, irrevocably and
unconditionally to pay to Zonal Railway at [Insert Name of the Place from the
address of the Zonal Railway] forthwith on demand in writing from REMC LTD.
or any Officer authorized by it in this behalf, any amount up to and not

110
 exceeding Rupees------ [Total Value] only, on behalf of M/s [Insert
name of the selected Solar Power Developer / Project Company]

5. In consideration of the above facts, IREDA/REC/PFC, having its registered office at

,agrees to make payment for the sum of Rs. lakhs
(in words… ................................ ) to Zonal Railway on the following conditions:-
IREDA/REC/PFC agrees to make payment of the above said amount
unconditionally, without demur and without protest within a period of days
of receipt of request from Zonal Railway within the validity period of this
letter as specified herein;
(a) The commitment of IREDA/REC/PFC, under this Payment on Order
Instrument will have the same effect as that of the commitment under the
Bank Guarantee issued by any Public Sector Bank and shall be
enforceable in the same manner as in the case of a Bank Guarantee
issued by a Bank and the same shall be irrevocable and shall be honored
irrespective of any agreement or its breach between IREDA/REC/PFC or
its constituents notwithstanding any dispute that may be raised by them
against Zonal Railway;
(b) The liability of IREDA/REC/PFC continues to be valid and binding on
IREDA/REC/PFC and shall not be terminated, impaired and discharged,
by virtue of change in its constitution and specific liability under letter of
undertaking shall be binding on its successors or assignors;
(c) The liability of IREDA/REC/PFC shall continue to be valid and binding on
IREDA/REC/PFC and shall not be terminated/ impaired/ discharged by
any extension of time or variation and alternation made given or agreed
with or without knowledge or consent of the parties (Zonal Railway),
subject to the however to the maximum extent of amount stated herein
and IREDA/REC/PFC is not liable to any interest or costs etc;
(d) This Payment of Order Instrument can be invoked either partially or fully,
till the date of validity;
(e) IREDA/REC/PFC agrees that it shall not require any proof in addition to
the written demand by Zonal Railway made in any format within the
validity period. IREDA/REC/PFC shall not require Zonal Railway to justify

111
 the invocation of the POI against the SPV/SPD, to make any claim
against or any demand against the SPV/SPD or to give any notice to the
SPV/SPD;

(f) The POI shall be the primary obligation of IREDA/REC/PFC and Zonal
Railway shall not be obliged before enforcing the POI to take any action in
any court or arbitral proceedings against the SPV/SPD;
(g) Neither Zonal Railway is required to justify the invocation of this POI nor
shall IREDA/REC/PFC have any recourse against Zonal Railway in
respect of the payment made under letter of undertaking;
6. Notwithstanding anything contrary contained any where in this POI or in any other
documents, this POI is and shall remain valid upto and
IREDA/REC/PFC shall make payment there under only if a written demand or
request is raised within the said date and to the maximum extent of Rs…
and IREDA/REC/PFC shall in no case, be liable for any interest, costs,
charges and expenses and IREDA’s/REC’s/PFC’s liability in no case will exceed
more than the above amount stipulated.
7. In pursuance of the above, IREDA/REC/PFC and Zonal Railway have signed
an Umbrella Agreement dated setting out the terms and conditions for issue of
letter of undertaking by IREDA/REC/PFC to Zonal Railway and the said terms
and conditions shall be read as a part of this letter of undertaking issued for the
project of the project of PP mentioned above.
Thanking you,
Yours faithfully
For and on behalf of
M/s. _________________________
(name of the POI issuing agency).

( )
Copy to:- General Manager (TS)
M/s.

As per their request

( )
General Manager (TS)

112
 Format 7.4
FORMAT FOR BOARD RESOLUTIONS

The Board, after discussion, at the duly convened Meeting on ....... [Insert date], with the
consent of all the Directors present and in compliance of the provisions of the
Companies Act, 1956 or Companies Act 2013, as applicable, passed the following
Resolution:

1. RESOLVED THAT Mr/ Ms………………., be and is hereby authorized to do on our

behalf, all such acts, deeds and things necessary in connection with or incidental to
our response to RfS in respective states vide RfS No. REMCL/CO/Solar/Phase-
IV/2022 for ” Setting up of Land Based Solar PV Power plant on Private/Farmers
Land near the Traction Sub-station (TSS) at 25 kV connectivity under Tariff Based
Competitive Bidding”, including signing and submission of all documents and
providing information/ response to RfS to REMC Ltd., representing us in all matters
before REMC Ltd., and generally dealing with REMC Ltd. in all matters in
connection with our bid for the said Project. (To be provided by the Bidding
Company or the Lead Member of the Consortium)

2. FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act,

1956 or Companies Act, 2013, as applicable and compliance thereof and as
permitted under the Memorandum and Articles of Association of the Company,
approval of the Board be and is hereby accorded to invest total equity in the
Project. (To be provided by the Bidding Company)

[Note: In the event the Bidder is a Bidding Consortium, in place of the above
resolution at Sl. No. 2, the following resolutions are to be provided]

FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act, 1956
or Companies Act, 2013, as applicable and compliance thereof and as permitted
under the Memorandum and Articles of Association of the Company, approval of the
Board be and is hereby accorded to invest (-----%) equity [Insert the % equity
commitment as specified in Consortium Agreement] in the Project. (To be provided
by each Member of the Bidding Consortium including Lead Member such that
total equity is 100%)

FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to

participate in consortium with M/s [Insert the name of other Members in the
Consortium] and Mr/Ms………………………………………………, be and is hereby
authorized to execute the Consortium Agreement. (To be provided by each
Member of the Bidding Consortium including Lead Member)
And
FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to
contribute such additional amount over and above the percentage limit (specified for
113
the Lead Member in the Consortium Agreement) to the extent becoming necessary
towards the total equity share in the Project Company, obligatory on the part of the
Consortium pursuant to the terms and conditions contained in the Consortium
Agreement dated executed by the Consortium as per the provisions of the RfS. [To
be passed by the Lead Member of the Bidding Consortium]

3. NOT USED

Certified True Copy

----------------------------
(Signature, Name and Stamp of Company Secretary)

Notes:

1) This certified true copy should be submitted on the letter head of the Company,
signed by the Company Secretary/ Director.
2) The contents of the format may be suitably re-worded indicating the identity of
the entity passing the resolution.
3) This format may be modified only to the limited extent required to comply with
the local regulations and laws applicable to a foreign entity submitting this
resolution. For example, reference to Companies Act, 1956 or Companies Act,
2013 as applicable may be suitably modified to refer to the law applicable to
the entity submitting the resolution. However, in such case, the foreign entity
shall submit an unqualified opinion issued by the legal counsel of such foreign
entity, stating that the Board resolutions are in compliance with the applicable
laws of the respective jurisdictions of the issuing Company and the
authorizations granted therein are true and valid.

114
 Format 7.5
FORMAT FOR CONSORTIUM AGREEMENT

(To be Submitted Separately for each Package)

(To be stamped in accordance with Stamp Act, the Non-Judicial Stamp Paper of
Appropriate Value)

THIS Consortium Agreement (“Agreement”) executed on this Day of

Two Thousand
between M/s [Insert name of Lead
Member] a Company incorporated under the laws of and having its Registered
Office
at (hereinafter called the “Member-1”,
which
expression shall include its successors, executors and permitted assigns)
and M/s
a Company incorporated under the laws of

and having its Registered Office at

(hereinafter called the “Member-2”, which expression shall include its
successors, executors and permitted assigns), M/s
a Company incorporated under the laws of and having its
Registered Office at

(hereinafter called the “Member-n”, which expression shall include its successors,
executors and permitted assigns), [The Bidding Consortium should list the details of
all the Consortium Members] for the purpose of submitting response to RfS in
respective states and execution of Power Purchase Agreement (in case of
award), against RfS No.
Dated
issued by REMC Ltd. a Company incorporated under the Companies Act,
2013, and having its Registered Office at SCOPE Minar, Laxmi Nagar, Delhi-110092.

WHEREAS, each Member individually shall be referred to as the “Member” and all of
the Members shall be collectively referred to as the “Members” in this Agreement.

115
WHEREAS Railways desires to purchase Power under RfS for Selection of Solar
Power Developers for Setting up of Grid/Railway Transmission System Connected
Solar PV Power Projects;
WHEREAS, REMC Ltd. had invited response to RfS vide its Request for Selection
(RfS) dated______________________

WHEREAS the RfS stipulates that in case response to RfS is being submitted by a
Bidding Consortium, the Members of the Consortium will have to submit a legally
enforceable Consortium Agreement in a format specified by REMC Ltd. wherein the
Consortium Members have to commit equity investment of a specific percentage for
the Project.

NOW THEREFORE, THIS AGREEMENT WITNESSTH AS UNDER:

In consideration of the above premises and agreements all the Members in this
Bidding Consortium do hereby mutually agree as follows:

1. We, the Members of the Consortium and Members to the Agreement do

hereby unequivocally agree that Member-1 (M/s ), shall act as the Lead
Member as defined in the RfS for self and agent for and on behalf of Member-
2, ,Member-n and to submit the response to the RfS.

2. The Lead Member is hereby authorized by the Members of the Consortium and
Members to the Agreement to bind the Consortium and receive instructions for
and on their behalf.

3. Notwithstanding anything contrary contained in this Agreement, the Lead

Member shall always be liable for the equity investment obligations of all the
Consortium Members i.e. for both its own liability as well as the liability of other
Members.

4. The Lead Member shall be liable and responsible for ensuring the individual
and collective commitment of each of the Members of the Consortium in
discharging all of their respective equity obligations. Each Member further
undertakes to be individually liable for the performance of its part of the
obligations without in any way limiting the scope of collective liability envisaged
in this Agreement.

5. Subject to the terms of this Agreement, the share of each Member of the
Consortium in the issued equity share capital of the Project Company is/shall
be in the following proportion:

116
 Name Percentage
Member 1 ---
Member 2 ---
Member n ---
Total 100%

We acknowledge that after the execution of PPA, the controlling shareholding

(having not less than 51% of the voting rights and paid up share capital) in the
Project Company developing the Project shall be maintained for a period of 01
(One) Year after the COD of the Project.

6. The Lead Member, on behalf of the Consortium, shall inter alia undertake full
responsibility for liaising with Lenders or through internal accruals and
mobilizing debt resources for the Project, and ensuring that the Seller achieves
Financial Closure in terms of the PPA.

7. In case of any breach of any equity investment commitment by any of the

Consortium Members, the Lead Member shall be liable for the consequences
thereof.

8. Except as specified in the Agreement, it is agreed that sharing of

responsibilities as aforesaid and equity investment obligations thereto shall not
in any way be a limitation of responsibility of the Lead Member under these
presents.

9. It is further specifically agreed that the financial liability for equity contribution of
the Lead Member shall not be limited in any way so as to restrict or limit its
liabilities. The Lead Member shall be liable irrespective of its scope of work or
financial commitments.

10. This Agreement shall be construed and interpreted in accordance with the Laws
of India and courts at New Delhi alone shall have the exclusive jurisdiction in all
matters relating thereto and arising thereunder.

11. It is hereby further agreed that in case of being selected as the Successful
Bidder, the Members do hereby agree that they shall furnish the Performance
Guarantee in favour of Railways in terms of the RfS.

12. It is further expressly agreed that the Agreement shall be irrevocable and shall
form an integral part of the Power Purchase Agreement (PPA) and shall remain
valid until the expiration or early termination of the PPA in terms thereof, unless
expressly agreed to the contrary by Railways.

117
13. The Lead Member is authorized and shall be fully responsible for the accuracy
and veracity of the representations and information submitted by the Members
respectively from time to time in the response to RfS.

14. It is hereby expressly understood between the Members that no Member at

any given point of time, may assign or delegate its rights, duties or obligations
under the PPA except with prior written consent of Railways.

15. This Agreement

a) has been duly executed and delivered on behalf of each Member hereto
and constitutes the legal, valid, binding and enforceable obligation of each
such Member;
b) sets forth the entire understanding of the Members hereto with respect to
the subject matter hereof; and
c) may not be amended or modified except in writing signed by each of the
Members and with prior written consent of Railways/REMC Ltd.

16. All the terms used in capitals in this Agreement but not defined herein shall
have the meaning as per the RfS and PPA.

IN WITNESS WHEREOF, the Members have, through their authorized

representatives, executed these present on the Day, Month and Year first mentioned
above.

For M/s [Member 1]

-----------------------------------------
(Signature, Name & Designation of the person authorized vide Board Resolution Dated
)

Witnesses:

1) Signature----------------------- 2) Signature --------------------

Name: -
Name:
Address: Address:

For M/s ------------------------- [Member 2]

-----------------------------------------
(Signature, Name & Designation of the person authorized vide Board Resolution Dated
)

Witnesses:
118
 1) Signature ----------------------- 2) Signature ---------------------
Name: -
Name:
Address: Address:

For M/s ------------------------- [Member n]

-----------------------------------------
(Signature, Name & Designation of the person authorized vide Board Resolution Dated
)

Witnesses:
1) Signature ----------------------- (2) Signature ---------------------
Name: -
Address Name:
: Address
:

Signature and stamp of Notary of the place of execution

Note: - Technology Partner in a Consortium shall be a Company with equity
participation less than 10%.

119
 Format 7.6
FORMAT FOR FINANCIAL REQUIREMENT

(This should be submitted on the Letter Head of the Bidding Company/ Lead Member of
Consortium)

Ref.No. Date:

From: (Insert name and address of Bidding Company/ Lead Member of

Consortium)

Tel.#:
Fax#:
E-mail address#

To
CEO,
REMC LTD, 8th Floor PNB Building,
7, Bhikaji Cama Place,
New Delhi-110066

Sub: Response to RfS No. R E M C L / C O / S o l a r / P h as e - I V / 2 0 2 2 dated:

10.05.2022 for Selection of Solar Power Developers for Setting up of Land
Based Solar PV Power plant on Private/Farmers Land near the Traction Sub-
station (TSS) at 25 kV connectivity under Tariff Based Competitive Bidding

Dear Sir/ Madam,

We certify that the Bidding Company/Member in a Bidding Consortium is meeting the

financial eligibility requirements as per the provisions of the RfS. Accordingly, the
Bidder, with the support of its Affiliates, (strike out if not applicable) is fulfilling the
minimum Net Worth criteria, by demonstrating a Net Worth of Rs.………….. Cr. (
.................................................................................................. in words) as on the last
date of Financial Year 2020-21 or as on the date at least 7 days prior to the bid
submission deadline (Strike our wherever not applicable).

120
 This Net Worth has been calculated in accordance with instructions provided in Clause
No. C1, Section-IV, Qualifying Requirements (QR) of the RfS as amended.

Exhibit (i): Applicable in case of Bidding Company

For the above calculations, we have considered the Net Worth by Bidding Company
and/ or its Affiliate(s) as per following details:

Name of Affiliate(s) whose Relationship

Name of Bidding net worth is to be with Bidding Net Worth (in Rs. Crore)
Company considered Company*

Company 1

Total

*The column for “Relationship with Bidding Company” is to be filled only in case the
financial capability of Affiliate has been used for meeting Qualification Requirements.
Further, documentary evidence to establish the relationship, duly certified by a
practicing company secretary/ chartered accountant is required to be attached with the
format.

Exhibit (ii): Applicable in case of Bidding Consortium

(To be filled by each Member in a Bidding Consortium
separately) Name of Member: [Insert name of the Member]
Net Worth Requirement to be met by Member in Proportion to the Equity Commitment: INR ----
-------- Crore (Equity Commitment (%) * Rs. [ ] Crore)

For the above calculations, we have considered Net Worth by Member in Bidding
Consortium and/ or its Affiliate(s) per following details:

121
 Name of
Name of Relationship Equity Committed
Affiliate(s)
Consortium with Bidding Net Worth (in Commitment (in Net Worth
whose net worth
Member Company* Rs. Crore) %age) in Bidding (in Rs.
is to be
Company considered (If Any) Consortium Crore)

Company 1

---

---

Total

* The column for “Relationship with Bidding Company” is to be filled only in case the
financial capability of Affiliate has been used for meeting Qualification Requirements.
Further, documentary evidence to establish the relationship, duly certified by a
practicing company secretary/chartered accountant is required to be attached with the
format

Further, we certify that the Bidding Company/ Member in the Bidding Consortium, with
the support of its Affiliates, (strike out if not applicable) is fulfilling the minimum Annual
Turnover Criteria, by demonstrating an Annual Turnover of INR ( in words)
as on the end of Financial Year 2020-21 or as on the day at least 7 days prior to
the bid submission deadline (choose one). (Strike out if not applicable)

Exhibit (i): Applicable in case of Bidding Company

For the above calculations, we have considered the Annual Turnover by Bidding Company and/
or its Affiliate(s) as per following details:

Name of Affiliate(s) whose Relationship

Name of Bidding Annual Turnover
Annual Turnover is to be with Bidding
Company considered (In Rs. Crore)
Company*

Company 1

Total

*The column for “Relationship with Bidding Company” is to be filled only in case the
financial capability of Affiliate has been used for meeting Qualification Requirements.
122
 Further, documentary evidence to establish the relationship, duly certified by a
practicing company secretary/chartered accountant is required to be attached with the
format.
Exhibit (ii): Applicable in case of Bidding Consortium (To be filled by each
Member in a Bidding Consortium separately)
Name of Member: [Insert name of the Member]
Annual Turnover Requirement to be met by Member in Proportion to the Equity
Commitment: INR Crore (Equity Commitment (%) * Rs. [ ] Crore)

For the above calculations, we have considered Annual Turnover by Member in

Bidding Consortium and/ or its Affiliate(s) as per following details:

Name of
Name of Relationship Equity Proportionate
Affiliate(s) Annual
Consortium whose Annual with Bidding Commitment (in Annual
Turnover
Member Turnover is to Company* %age) in Bidding Turnover
(in Rs. Crore)
Company be considered (If Any) Consortium (in Rs. Crore)

Company 1
---

---

Total

* The column for “Relationship with Bidding Company” is to be filled only in case the
financial capability of Affiliate has been used for meeting Qualification Requirements.
Further, documentary evidence to establish the relationship, duly certified by a
practicing company secretary/chartered accountant is required to be attached with
the format

Further, we certify that the Bidding Company/ Member in the Bidding Consortium, with
the support of its Affiliates, (strike out if not applicable) is fulfilling the minimum Profit
Before Depreciation Interest and Taxes (PBDIT) criteria, by demonstrating a PBDIT of
INR _____________________ (in words) as on the end of Financial Year 2020-21
or as on the day at least 7 days prior to the bid submission deadline. (Strike out if
not applicable)

123
 Exhibit (i): Applicable in case of Bidding Company
For the above calculations, we have considered the PBDIT by Bidding Company and/
or its Affiliate(s) as per following details:

Relationship
Name of Bidding Name of Affiliate(s) whose
with Bidding PBDIT (in Rs. Crore)
Company PBDIT is to be considered
Company*

Company 1

Total

*The column for “Relationship with Bidding Company” is to be filled only in case the
financial capability of Affiliate has been used for meeting Qualification Requirements.
Further, documentary evidence to establish the relationship, duly certified by a
practicing company secretary/chartered accountant is required to be attached with the
format.
Exhibit (ii): Applicable in case of Bidding Consortium
(To be filled by each Member in a Bidding Consortium
separately) Name of Member: [Insert name of the Member]
PBDIT Requirement to be met by Member in Proportion to the Equity Commitment: INR --------
----Crore (Equity Commitment (%) * Rs. [ ] Crore)

For the above calculations, we have considered PDBIT by Member in Bidding

Consortium and/ or its Affiliate(s) as per following details:

Name of
Name of Relationship Equity
Affiliate(s) Proportionate
Consortium whose PBDIT is with Bidding PDBIT (in Commitment (in
PBDIT
Member to be Company* Rs. Crore) %age) in Bidding
(in Rs. Crore)
Company considered (If Any) Consortium

Company 1
---

---

Total

124
* The column for “Relationship with Bidding Company” is to be filled only in case the
financial capability of Affiliate has been used for meeting Qualification Requirements.
Further, documentary evidence to establish the relationship, duly certified by a
practicing company secretary/chartered accountant is required to be attached with the
format

(Signature & Name of the Authorized Signatory) (Signature and Stamp of CA)

UDIN No:
Membership No.

Regn. No. of the CA’s Firm:

Date:

Note: (i) Along with the above format, in a separate sheet on the letterhead of the
Chartered Accountant’s Firm, provide details of computation of Net Worth
and Annual Turnover duly certified by the Chartered Accountant.
(ii) Certified copies of Balance sheet, Profit & Loss Account, Schedules and
Cash Flow Statements are to be enclosed in complete form along with all the
Notes to Accounts.
(iii) In case of the Bidder choosing to meet the Liquidity criteria through an In-
principle sanction letter, such document shall be separately submitted by the
bidder as part of the bidder’s Response to RfS.

125
 Format 7.7
FORMAT FOR UNDERTAKING
(To be submitted on the letterhead of the Bidder)

We, hereby provide this undertaking to REMC Limited, in respect to our response to
RfS vide RfS No. dated , that M/s (insert name of the Bidder), or
any of its Affiliates is not a willful defaulter to any lender, and that there is no
major litigation pending or threatened against M/s
(insert name of the Bidder) or any of its Affiliates which are of a nature that could cast a
doubt on the ability or the suitability of the Bidder to undertake the Project.

(Name and Signature of the Authorized Signatory)

126
 Format 7.8
FORMAT FOR DISCLOSURE

(To be submitted on the Letter Head of the Bidding Company/ Each Member of Consortium)

DISCLOSURE

Ref.No. _________ Date: ___________

From: _________(Insert name and address of Bidding Company/ Lead Member of
Consortium)
__________________
__________________
Tel.#:
Fax#:
E-mail address#
To
CEO,
REMC Limited
8th Floor PNB Building, 7, Bhikaji Cama Place, New Delhi-110066
Sub: Response to RfS No. REMCL/CO/Solar/Phase-IV/2022 dated: 10.05.2022 for
………………….

Dear Sir/ Madam,

We hereby declare and confirm that only we are participating in the RfS Selection process for
the RfS No. REMCL/CO/Solar/Phase-IV/2022 and that our Parent, Affiliate or Ultimate
Parent or any Group Company with which we have direct or indirect relationship are not
separately participating in this selection process.
We further declare that the above statement is true & correct. We are aware that if at any
stage it is found to be incorrect, our response to RfS will be rejected and if LoA has been
issued or PPA has been signed, the same will be cancelled and the bank guarantees will be
encashed and recoveries will be effected for the payments done.
We further declare that we have read the provisions of Clause A.4, Section IV of the RfS,
and are complying with the requirements as per the referred OM dated 23.07.2020, including
subsequent amendments and clarifications thereto. Accordingly, we are also enclosing

127
necessary certificates (Annexure to this format) in support of the above compliance under the
RfS. We understand that in case of us being selected under this RfS, any of the above
certificates is found false, REMC Ltd./Railways shall take appropriate action as deemed
necessary.
Dated the_____________day of________, 20….
Thanking you,
We remain,
Yours faithfully,

Name, Designation, Seal and Signature of Authorized Person in whose name Power of
Attorney/ Board Resolution/ Declaration.

128
 Annexure to Format 7.8
DECLARATION

RESTRICTION ON PROCUREMENT FROM CERTAIN COUNTRIES:

MoF OM No 6/18/2019-PPD dated 23.07.2020

(To be submitted on the Letter Head of the Bidding Company/ Each Member of
Consortium)
Ref. No. _________ Date: ___________
From: _________(Insert name and address of Bidding Company/Member of Consortium)
__________________
__________________
Tel.#: Fax#:
E-mail address#

To
CEO,
REMC LTD, 8th Floor PNB Building,
7, Bhikaji Cama Place,
New Delhi-110066

Sub: Response to the Tender No ………………… dated ……………………………..for the

tender for
………………………………………………………………………………………………………
……………………………………………………………………………………………
Dear Sir/ Madam,

This is with reference to attached order No. 0M no. 6/18/2019-PPD dated 23rd July 2020
issued by Department of Expenditure, MoF, Govt. of India. Kindly provide the relevant
declaration(s) pertaining to you. We are hereby submitting the following declaration in
this regard:
Declaration 1:
Model Certificate for Tenders (for transitional cases as stated in para 3 of attached
129
Order)
"l have read the clause regarding restrictions on procurement from a bidder of a country
which shares a land border with India; I hereby certify that this bidder is not from such a
country and is eligible to be considered.
Declaration 2:
Model Certificate for Tenders
"l have read the clause regarding restrictions on procurement from a bidder of a country
which shares a land border with India; I certify that this bidder is not from such a country
or, if from such a country, has been registered with the Competent Authority. I hereby
certify that this bidder fulfils all requirements in this regard and is eligible to be
considered. Where applicable, evidence of valid registration by the Competent Authority
shall be attached]."
Declaration 3:
Model Certificate for Tenders for Works involving possibility of sub-contracting
"l have read the clause regarding restrictions on procurement from a bidder of a country
which shares a land border with India and on sub-contracting to contractors from such
countries; I certify that this bidder is not from such a country or, if from such a country,
has been registered with the Competent Authority and will not sub-contract any work to a
contractor from such countries unless such contractor is registered with the Competent
Authority. I hereby certify that this bidder fulfils all requirements in this regard and is
eligible to be considered. [Where applicable, evidence of valid registration by the
Competent Authority shall be attached]."
We further declare that the above statement is true & correct. We are aware that if at any
stage it is found to be incorrect, our response to the tender will be rejected.
Dated the_____________day of________, 20….

Thanking you,

We remain,
Yours faithfully,

Encl: OM dated 23.07.2020, as referred above

Name, Designation, Seal and Signature of Authorized Person in whose name Power of
Attorney/ Board Resolution/ Declaration.
130
 Format 7.9
FORMAT FOR TECHNICAL CRITERIA

(This should be submitted on the Letter Head of the Bidding Company/ Lead
Member of Consortium)

(To be Submitted Separately for each Project)

Ref.No. Date:

From: (Insert name and address of Bidding Company/ Lead Member of

Consortium)

Tel.#:
Fax#:

E-mail address#

To
CEO,
REMC LTD,
8th Floor PNB Building,
7, Bhikaji Cama Place, New Delhi-110066
Sub: Response to RfS No. REMCL/CO/Solar/Phase-IV/2022 dated: 10.05.2022 for
Setting up of Land Based Solar PV Power plant on Private/Farmers Land near
the Traction Sub-station (TSS) at 25 kV connectivity under Tariff Based
Competitive Bidding.

Dear Sir/ Madam,

We hereby undertake to certify in line with Clause No. 15, Section-III, ITB under the
title “Financial Closure” that the following details shall be furnished within 12 (twelve)
months of Effective Date of the PPA.
Evidence of achieving complete-tie-up of the Project Cost through internal accruals or
through a Financing Agency,

131
Failure or delay on our part in achieving the above conditions shall constitute
sufficient grounds for actions as per the provisions of the RfS.
Dated the day of , 20….

Thanking you,
We remain,
Yours faithfully,

Name, Designation, Seal and Signature of Authorized Person in whose name

Power of Attorney/ Board Resolution/ Declaration.

132
 Format 7.10
DECLARATION BY THE BIDDER FOR THE PROPOSED TECHNOLOGY TIE-
UP
(To be Submitted Separately for each Project)

Name of Bidding Company/ Lead Member of

1
Bidding Consortium

2 Project Location/Package No.

3 Capacity Proposed ……………….. MW

4 Number of Projects

Technology Proposed to be adopted for the

5
Project

Estimated Annual Generation of Electrical

6 kWh
Energy

7 Brief about the Proposed Technology

Crystalline Silicon Solar Cells and Modules

Concentrator PV Modules

Thin Film Modules

Any Other Technology

Dated the day of , 20….

Thanking you,
We remain,
Yours faithfully,

Name, Designation, Seal and Signature of Authorized Person in whose name Power of
Attorney/ Board Resolution/ Declaration.

133
 Format 7.11
FORMAT FOR SUBMISSION OF FINANCIAL BID

(The Covering Letter should be submitted on the Letter Head of the Bidding Company/
Lead Member of Consortium)

Ref.No. Date:

From: (Insert name and address of Bidding Company/ Lead Member of

Consortium)

Tel.#:
Fax#:
E-mail address#

To
CEO,
REMC LTD, 8th Floor PNB Building,
7, Bhikaji Cama Place,
New Delhi-110066

Sub: Response to RfS No. REMCL/CO/Solar/Phase-IV/2022 dated: 10.05.2022 for

Setting up of Land Based Solar PV Power plant on Private/Farmers Land near
the Traction Sub-station (TSS) at 25 kV connectivity under Tariff Based
Competitive Bidding.

Dear Sir/ Madam,

I/ We, (Insert Name of the Bidder) enclose herewith the
Financial Proposal for selection of my/ our firm for number of Project(s) for a
cumulative capacity of MW as Bidder for the above.

I/ We agree that this offer shall remain valid for a period of 180 (One Hundred and
Eighty) days from the due date of submission of the response to RfS such further
period as may be mutually agreed upon.

Dated the day of , 20….

Thanking you,
We remain,
134
Yours
faithfully,

Name, Designation, Seal and Signature of Authorized Person in whose name Power
of Attorney/ Board Resolution/ Declaration.

Notes:
1. There can be only one tariff for each package applied for. If the bidder quotes
two tariffs or combination thereof for the projects, then the bid shall be
considered as nonresponsive.
2. If the bidder submits the financial bid in the Electronic Form at ISN-ETS portal
not in line with the instructions mentioned therein, then the bid shall be
considered as nonresponsive.
3. Tariff requirement shall be quoted as a fixed amount in Indian Rupees only.
Conditional proposal shall be summarily rejected.
4. In the event of any discrepancy between the values entered in figures and in
words, the values entered in words shall be considered.
5. Tariff should be in Indian Rupee up to two places of decimals only.

135
 Format 7.12
FORMAT FOR PRELIMINARY ESTIMATE OF COST OF SOLAR PV
PROJECT

(To be submitted separately for each Project)

Project Capacity: ................ MW

Location/Package No.: ……………………….

Estimated Cost Estimated Cost

Sr.
Particulars (in Lakh INR) (in Lakh INR)
No.
(in figures) (in words)

1. PV Modules

2. Land Cost

3. Civil and General Works

4. Mounting Structures

Power Conditioning Unit

5.
Evacuation Cost up to Inter-
6. connecting point (Cables and
Transformers)
7. Preliminary and Pre-Operative
Expenses including IDC and
Contingency
8. Others (Please specify)

9. Total Project Cost

Dated the day of , 20….

Thanking you,
We remain,
Yours faithfully,

Name, Designation, Seal and Signature of Authorized Person in whose name Power of
Attorney/ Board Resolution/ Declaration.

136
 Annexure – A
TECHNICAL PARAMETERS

TECHNICAL PARAMETER OF PV MODULE AND VARIOUS

OTHER COMPONENTS FOR USE IN GRID/RAILWAY
TRANSMISSION SYSTEM CONNECTED SOLAR POWER PLANTS

The Project selected under the RfS shall strictly adhere to the Central Electricity
Authority (Technical Standards for Connectivity to the Grid/Railway Transmission
System) Regulations, 2007, as amended vide the Central Electricity Authority
(Technical Standards for Connectivity to the Grid/Railway Transmission System)
(Amendment) Regulations, 2019, and subsequent amendments and clarifications.
All components of the PV plant shall be in accordance with technical specifications
given in relevant IS/ IEC Standards. The design and commissioning also shall be as
per latest IS/ IEC standards. The following are some of the technical measures
required to ensure quality of the major components used in grid/Railway Transmission
System connected solar power Projects.

1. SPV MODULES
The SPV modules used in the grid/Railway Transmission System solar
power Projects must qualify to the latest edition of any of the following IEC
PV module qualification test or equivalent BIS standards.

Crystalline Silicon Solar Cell Modules IEC 61215

Thin Film Modules IEC 61646
Concentrator PV modules IEC 62108

In addition, SPV modules must qualify to IEC 61730 for safety

qualification testing at 1000 V DC or higher. The modules to be used in a
highly corrosive atmosphere throughout their lifetime must qualify to IEC
61701.

2. POWER CONDITIONERS/ INVERTERS

The Power Conditioners/Inverters of the SPV power plants must conform to the
latest edition of IEC/ equivalent Indian Standards as specified below:
137
 Efficiency Measurements
Environmental Testing
Electromagnetic
Compatibility (EMC)
Electrical Safety
Anti-Islanding Protection
IEC 61683
IEC 60068-2/ IEC 62093
IEC 61000-6-2, IEC 61000-6-4 & other
relevant parts of IEC 61000
IEC 62103/ 62109-1&2
IEEE1547/IEC 62116/ UL1741 or
equivalent BIS Standards

3. OTHER SUB-SYSTEMS/ COMPONENTS

Other subsystems/ components used in the SPV Power Plants (Cables,

Connectors, Junction Boxes, Surge Protection Devices etc.) must also conform
to the relevant international/national Standards for Electrical Safety besides
that for Quality required for ensuring Expected Service Life and Weather
Resistance. It is recommended that the Cables of 600-1800 Volts DC for
outdoor installations should comply with the BS EN 50618:2014/2pfg
1169/08.2007 for service life expectancy of 25 years.
4. AUTHORIZED TEST CENTRES
The PV modules/ Power Conditioners deployed in the Power Plants must have
valid test certificates for their qualification as per above specified IEC/ BIS
Standards by one of the NABL Accredited Test Centres in India. In case of
module types like Thin Film and CPV / equipment for which such Test facilities
may not exist in India at present, test certificates from reputed ILAC Member
body accredited Labs abroad will be acceptable.
5. WARRANTY
• PV modules used in grid/Railway Transmission System connected solar power
plants must be warranted for peak output wattage, which should not be less
than 90% at the end of 10 years and 80% at the end of 25 years.
• The modules shall be warranted for at least 10 years for failures due to material
defects and workmanship.
• The mechanical structures, electrical works and overall workmanship of the
grid/Railway Transmission System solar power plants must be warranted for a
minimum of 5 years.
• The Inverters/ PCUs installed in the solar power plant must have a warranty for 5

138
 years.

6. IDENTIFICATION AND TRACEABILITY

Each PV module used in any solar power Project must use a RF identification
tag. The following information must be mentioned in the RFID used on each
module (This can be inside or outside the laminate, but must be able to
withstand harsh environmental conditions):
i. Name of the manufacturer of PV Module
ii. Name of the Manufacturer of Solar cells
iii. Month and year of the manufacture (separately for solar cells and
module)

iv. Country of origin (separately for solar cells and module)

v. I-V curve for the module at Standard Test Condition (1000 W/m2, AM

1.5, 250C)
vi. Wattage, Im, Vm and FF for the module
vii. Unique Serial No. and Model No. of the module
viii. Date and year of obtaining IEC PV module qualification certificate
ix. Name of the test lab issuing IEC certificate

x. Other relevant information on traceability of solar cells and module as

per ISO 9000
Site owners would be required to maintain accessibility to the list of Module IDs
along with the above parametric data for each module.

7. PERFORMANCE MONITORING

All grid/Railway Transmission System solar PV power projects must install

necessary equipment to continuously measure solar radiation, ambient
temperature, wind speed and other weather parameters and simultaneously
measure the generation of DC power as well as AC power generated from the
plant. They will be required to submit this data to Railways or any other
designated agency on line and/or through a report on regular basis every month
for the entire duration of PPA. In this regard they shall mandatorily also grant
access to Procurer or any other designated agency to the remote monitoring
139
 portal of the power plants on a 24x7 basis.
8. The developers will comply with the requirements under Hazardous & other
Waste (Management and Transboundary Movement) Rules, 2016, as amended
from time to time, as applicable. They will also ensure that all Solar PV modules
and ESS components, if any, from their plant after their ‘end of life’ (when they
become defective/ non-operational/ nonrepairable) are disposed of in
accordance with the “e-waste (Management and Handling) Rules, 2011” notified
by the Government and as revised and amended from time to time.
9. SAFE DISPOSAL OF SOLAR PV MODULES
The SPD will ensure that all Solar PV modules from their plant after their ‘end
of life’ (when they become defective/ non-operational/ non-repairable) are
disposed in accordance with the “e-waste (Management and Handling) Rules,
2011” notified by the Government and as revised and amended from time to
time.
10. CAPACITY OF SOLAR PV PROJECTS
i) The rated capacity to be installed shall be considered as minimum DC
Arrays Capacity and maximum AC Capacity at the delivery point an
example is presented below in the table:

Solar PV Minimum DC Maximum AC

Minimum Rated
Sr. No. Project Arrays Capacity Capacity Limit at
to be installed Inverter Capacity
Capacity Bid Delivery point
1 10 MW 10 MW 10 MW 10 MW

ii) Higher DC capacity arrays so as to achieve AC capacity limit as mentioned

above for scheduling at the delivery point in compliance to Article 4.4 “Right
to Contracted Capacity & Energy” of the PPA is allowed.
iii) Provisions of Article 4.6.1 of the PPA with SPD shall apply for the capacity
not commissioned by the scheduled commissioning date.
iv) If generation at any time exceeds the maximum permissible AC capacity at
delivery point, the excess generation during that period shall not be
considered under PPA.

140
 Appendix - A1
COMMISSIONING PROCEDURE

(This is for Reference only; The Commissioning Procedure will be guided by as

per PPA) Capacity of Solar PV Projects:
i) The Project configuration as an example, is presented below:

Solar PV Minimum DC Minimum Rated Maximum AC Remarks

Sr. No. Project Arrays Capacity Inverter Capacity Limit at
Capacity Bid to be installed Capacity* Delivery point

1 10 MW 10 MW 10 MW 10 MW For example

*In case the rated inverter capacity is mentioned in kVA, the IEC test
certificate declaring the power factor of the Inverter/PCU at rated power has
to be submitted and the power factor shall be multiplied by the kVA rating to
calculate the rated capacity of the inverter in kW.
ii) The SPD shall be required to demonstrate compliances with the “Technical
Requirements for Grid/Railway Transmission System Connected Solar PV
Power Plants” as mentioned in the RfS and Guidelines.
iii) Higher DC capacity arrays can also be allowed, subject to the condition that
the AC capacity limit as mentioned in (i) above for scheduling at the
Delivery Point as per Article 4.4 “Right to Contracted Capacity & Energy” of
the PPA is complied with.
iv) For commissioning of the Project, cumulative capacity of DC arrays and
cumulative capacity of the inverters installed shall be considered. In case of
part commissioning (if applicable) of the Project, it shall be required to have
the DC Arrays Capacity and inverters capacity be installed not less than the
proposed part commissioning capacity.
v) If generation at any time exceeds the maximum permissible AC capacity at
delivery point, the excess generation during that period may not be
considered under PPA.

141
 Appendix-A1-1
COMMISSIONING PROCEDURE

The Solar PV Project will be declared as commissioned when all equipment as per
rated project capacity has been installed and energy from the Project has flown into
the grid/Railway Transmission System, which will be verified by a
committee/agency identified by Railways to witness the Commissioning of the
Project. Railway may form a commissioning committee comprising of officials from
Division/ Headquarter of Zonal Railways and representative of SPD.
Following is the chronology of the procedure to be followed for commissioning of the
Project.
i) SPDs shall give to the concerned RLDC/SLDC, State Nodal Agency (SNA) and
Railways at least thirty (30) days advance written notice, of the date on which it
intends to synchronize the Power Project to the Grid/Railway Transmission System
System. The SPD shall be solely responsible for any delay or non-receipt of the
notice by the concerned agencies, which may in turn affect the Commissioning
Schedule of the Project. Early Commissioning of a Solar Project prior to the SCD is
permitted on acceptance of power by Railways. In order to facilitate this, SPDs
shall inform the concerned RLDC/SLDC and Railways well in advance, which is
not less than 90 days prior to the date on which it intends to synchronize the
Power Project to the Grid/Railway Transmission System System.
ii) Not more than 7 days prior to the proposed commissioning date, the SPD shall
give the final written notice to Railways, SNA and STU /Railway Traction System
requiting the commissioning committee/agency to visit the site to witness
commissioning of the project. Following documents are required to be submitted
by the SPD, physically in the office of Railways along with the above notice, duly
stamped and signed by the Authorized Signatory (scanned copies may also be
allowed):
a. Covering Letter

b. Board resolution for authorized signatory for signing the documents related to
commissioning of the Project and witnessing the commissioning.
c. Achievement of Land Arrangements requirement as per clause 15 (vi)

142
d. Installation report duly signed by the authorized signatory as per Appendix-A1-
2. The SPD is advised to take due care in furnishing such Installation Report.
Discrepancy (if any) and observed by Railways, may be construed as
misrepresentation of information by the SPD and Railways may take
appropriate action as per this Agreement.
e. Plant Layout, Plant (AC & DC) SLD, along with Inverter-wise module details.

f. CEI/CEIG (as applicable) report containing approval for all the components,
including modules, inverters, transformers and protection system, along with all
annexures/attachments. It would be the responsibility of the SPD to obtain the
certificate.
g. Connectivity and Long Term Access, along with Transmission Agreement.

h. Metering Scheme Approval provided by STU/Railway

i. Relevant documents from SLDC/RLDC/SPIA/SPD acknowledging successful

data communication between plant end and SLDC/RLDC.
j. RLDC Registration certificate and Charging code/Permission for charging the
generating station issued by respective RLDC/SLDC etc.
Joint Meter Reading (JMR) shall be taken at Delivery Point and Pooling
Substation (if applicable)/plant premise at the time of connectivity of the Project
with Grid/Railway Transmission System. This shall include information of
respective meters installed at delivery/ interconnection point and pooling
substation/plant premises.
k. Synchronization Certificate issued by STU/ Railway for ascertaining injection of
power into grid/Railway Transmission System. Self-declaration of
synchronization is required along with copy of communication received from
RLDC/SPIA for charging of each element i.e. 220 kV and above Bay at, EHV
Line, PSS and 33kV Bay and Inverters..
l. In line with CERC Order No. 1/14/2015-Reg.Aff.(FSDS-Proced)/CERC Dated
03.03.2017, SPD shall ensure data telemetry at the inverter level to the
concerned RLDC and shall ensure the correctness of the real-time data and
undertake the corrective actions, if required.
Line of confirmation received from RLDC /SPIA with regards to above is
required Prior to visit for witnessing the commissioning activities.
m. Reading of all the inverters (instantaneous and total generation) along with its
143
 serial number of a particular date.
iii) After the submission/ upload of the documents by SPD, Railways shall verify the
documents and intimate/reply with remarks. In case any additional
supporting/revised documents are asked by Railways, the same have to be
submitted by the SPD.
iv) Based on the submission of the above documents by the SPD, Railways shall
intimate to the SPD about its readiness to visit the project site to witness the
commissioning and shall notify the Commissioning Committee/Agency which shall
visit the Project site to witness the commissioning of the Project. In case of a multi-
agency Committee, the SPD shall ensure the presence of all the members of the
Committee constituted to witness the commissioning, on the said date.
v) The Commissioning Committee/Agency shall visit the Project site to verify the
technical compliance on site as per the information submitted by the SPD and to
witness the commissioning. In case the committee finds discrepancy/deviation
from the information submitted by the SPD during on site verification, the same
shall be recorded in the minutes of meeting of the Committee/Agency. Railways
shall decide the next date of visit of the Committee/Agency upon rectification of the
discrepancies by the SPD.
vi) On the date of site-visit, the SPD shall be required to demonstrate that equipment
of rated capacity as per table given at S.No. (i) of A1 has been installed, all the
inverters of rated capacity are operating and energy from the project has flown into
the grid/Railway Transmission System.
vii) Joint Meter Reading (JMR) shall be taken at Delivery Point and Pooling Substation
(if applicable)/plant premise on the date of site visit by the commissioning
committee. This shall include information of respective meters installed at delivery/
interconnection point and pooling substation/plant premises.
viii) In case the Project meets the requirements as per the provisions of the RfS as
verified by the Commissioning Committee/Agency witnessing the commissioning,
the Project shall be declared as having been commissioned as on the date of
synchronization with the grid/Railway Transmission System, as indicated in the
Synchronization Certificate. The date of Commissioning of the Project may be
indicated in the Minutes of Meeting of the Committee/ recommendation of the
Agency visiting the Project. Any other observation contrary to the above, shall be

144
 clearly indicated in the Minutes/recommendations and further decision on
commissioning of the Project shall be taken by Railways in this regard.
ix) Subsequent to the visit of the Commissioning Committee/Agency to the Project
site, the SPD shall submit the following documents in hard copy/scanned form, in
order to fulfil the requirements for issuance of Commissioning Certificate:
a. Minutes of Meeting of the Commissioning Committee/recommendations of
the Agency which has witnessed the commissioning of the Project.
b. Invoices against purchase of the solar modules, Inverters/PCUs and DC
cables along with the summary sheet containing the list of all the invoices,
including details and number of items.
c. All supporting documents towards meeting the technical compliance along
with datasheet/ warranty certificates/ contract agreement etc. as mentioned
in Annexure- A of the RfS).
d. Snap shots of the plant, including but not limited to, solar PV modules, all
central inverters (showing instantaneous and total generation of a particular
date), switchyards\switchgears, Power Transformers, metering (as per
applicable regulations) at delivery point etc. along with the Installation
Report.
e. SPD shall have to submit/ upload the as-built drawing after the
commissioning.
x) In case of any deviations recorded by the Commissioning Committee/Agency
which had prevented the declaration of commissioning of the Project as on the date
of synchronization of the Project, the SPD shall be required to submit to Railways,
the necessary documents towards rectification of the deviations observed. Upon
successful verification of the required documents, the fresh date of visit of the
Commissioning Committee/Agency to the Project, shall be notified by Railways. If
the Commissioning Committee/Agency visiting the Project finds the deviations
earlier noted having been suitably rectified by the SPD, the date of Commissioning
of the Project in this case, shall be the actual date of visit of the Commissioning
Committee/Agency, else, the entire process shall be repeated until the observed
deviations are rectified by the SPD to the satisfaction of the Commissioning
Committee/Agency visiting the Project.
xi) Subsequent to commissioning, the SPD shall provide the SCADA login details to

145
Railways for online real time data monitoring of the Project. The SPD may be
required to push the required plant related data to Railways designated server in
xml/json formats.

146
 Appendix- A1-2
INSTALLATION REPORT
(To be provided by SPD on letter head and to be submitted at most 7 days prior to proposed
commissioning date, which shall be verified by Commissioning Committee)
Declared by Verified by
Capacity of the Project (MW) SPD Commissioning
Committee
Sr. No.
Capacity already commissioned (MW)

Capacity proposed to be commissioned (MW)

Technology used
I. (Mono/Multi Crystalline / thin film / Others; please specify along
with capacity of each type)

II. Type of Tilt (Fixed Tilt/Seasonal Tilt/Tracking)

III. Rating of each module (Wp)

Number of modules installed of each type (along with Serial Nos.
IV. of all the modules installed)

Make of Module(s) installed of each type (including name of

V. the Supplier and country of origin)

Number of PCUs / Inverters installed (along with Serial Nos. of

VI. all the PCUs/Inverters installed)

Make of the PCUs / Inverters (including name of supplier

VII. and country of origin)

IX. Rating of PCUs / Inverters

Date of installation of full capacity (as per capacity proposed to
X. be commissioned)

PV arrays

PCUs / Inverters
X
. Transformers

Capacity of the Project (MW)

Remarks , If any

(Signature of Site Incharge) (Project Incharge/Authorised Signatory)

Name: Designation:
Designation: Name:
Contact Number: Address:
Contact Number:

147
 Appendix- A1-3
SAMPLE COMMISSIONING CERTIFICATE

Sample Full Commissioning Certificate of Solar PV Power Project

(To be issued by the Zonal Railways )

This is to certify that <M/s> having its registered office at ( )

has successfully commissioned Capacity < MW > out of total <MW> installed Capacity on
(Date) of their Solar PV Power Generation Project at Village ------, Tehsil/Taluka ------- &
Dist. ------
The Commissioning Certificate has been issued on the basis of the following
documents enclosed:
(i) Installation Report including plant lay out Snap shots of the Project from various angles

(ii) Electrical Inspector Report

(iii) Synchronization Certificate

(iv) Minutes of Meeting of the Commissioning Committee / recommendation of the
Agency visiting the Project

(Authorised Signatory) (Authorised Signatory)

Supervisor Name / Name:
Site Incharge or as Authorised by the Divisional Head (Electrical) or As
Divisional head (Electrical) authorized by PCEE of Zonal Railways
SEAL: SEAL:

148
 Annexure – B
CHECK LIST FOR BANK GUARANTEES

Sl. no. Details of Checks Yes/ No

Is the BG on non-judicial Stamp paper of appropriate value, as per

1. applicable Stamp Act of the place of execution

Whether date, purpose of purchase of stamp paper and name of

the purchaser are indicated on the back of Stamp Paper under the
Signature of Stamp vendor? (The date of purchase of stamp paper
2.
should be not later than the date of execution of BG and the stamp
paper should be purchased either in the name of the executing
Bank or the party on whose behalf the BG has been issued.

In case of BGs from Banks abroad, has the BG been executed on

3. Letter Head of the Bank endorsed by the Indian branch of the same
bank or SBI, India?

Has the executing Officer of BG indicated his name, designation and

4.
Power of Attorney No./ Signing Power no. on the BG?

Is each page of BG duly signed/ initialed by executant and whether

stamp of Bank is affixed thereon? Whether the last page is signed
5. with full particulars including two witnesses under seal of Bank as
required in the prescribed proforma?
Do the Bank Guarantees compare verbatim with the Proforma
6. prescribed in the Bid Documents?

Are the factual details such as Bid Document No./ Specification

7. No./ LOA No. (if applicable)/ Amount of BG and Validity of BG
correctly mentioned in the BG

Whether overwriting/ cutting, if any, on the BG have been properly

8. authenticated under signature & seal of executant?
Whether the BG has been issued by a Bank in line with the
9. provisions of Bidding documents?

In case BG has been issued by a Bank other than those specified

10. in Bidding Document, is the BG confirmed by a Bank in India
acceptable as per Bidding documents?

149
 Annexure – C
E-TENDERING INSTRUCTIONS
SPECIAL INSTRUCTIONS TO BIDDERS FOR E-TENDERING AND
REVERSE AUCTION

GENERAL

The Special Instructions (for e-Tendering) supplement ‘Instructions to Bidders’, as given in

these Rfs Documents. Submission of Online Bids is mandatory for this RfS.
e-Tendering is a new methodology for conducting Public Procurement in a transparent
and secured manner. Now, the Government of India has made e-Tendering
mandatory. Suppliers/ Vendors will be the biggest beneficiaries of this new system of
procurement. For conducting electronic tendering, REMC Limited has adopted a
secured and user friendly e-tender system enabling bidders to Search, View,
Download tender document(s) directly from the e-tendering portal of M/s Electronic
Tender.com (India) Pvt. Limited https://www.bharat-electronictender.comthrough
ISN-ETS. This portal is based on the world’s most ‘secure’ and ‘user friendly’ software

from ElectronicTender ®. A portal built using ElectronicTender’s software is also

referred to as ElectronicTender System ® (ETS).

Benefits to Suppliers are outlined on the Home-page of the portal.

INSTRUCTIONS

Tender Bidding Methodology:

Sealed Bid System

Single Stage Two Envelope

Auction

The sealed bid system would be followed by an ‘e-Reverse Auction’

Broad Outline of Activities from Bidder’s Perspective:
1. Procure a Class III Digital Signing Certificate (DSC).

2. Register on Electronic Tender System® (ETS)

3. Create Marketing Authorities (MAs), Users and assign roles on ETS. It is

mandatory to create atleast one MA
150
4. View Notice Inviting Tender (NIT) on ETS

5. For this tender -- Assign Tender Search Code (TSC) to a MA

6. Download Official Copy of Tender Documents from ETS. Note: Official copy of
Tender Documents is distinct from downloading ‘Free Copy of Tender
Documents’. To participate in a tender, it is mandatory to procure official copy
of Tender Documents for that tender.
7. Clarification to Tender Documents on ETS
a) Query to REMC Ltd. (Optional)

b) View response to queries posted by REMC Ltd.

8. Bid-Submission on ETS

9. Respond to REMC Ltd. Post-TOE queries

10. Participate in e-Reverse Auction if invited

For participating in this tender online, the following instructions are to be read
carefully. These instructions are supplemented with more detailed guidelines on the
relevant screens of the ETS.
Digital Certificates
For integrity of data and authenticity/ non-repudiation of electronic records, and to be
compliant with IT Act 2000, it is necessary for each user to have a Digital Certificate
(DC), also referred to as Digital Signature Certificate (DSC), of Class III, issued by a
Certifying Authority (CA) licensed by Controller of Certifying Authorities (CCA) [refer
http://www.cca.gov.in].
Registration
To use the ElectronicTender® portal https://www.bharat-electronictender.com,
vendors need to register on the portal. Registration of each organization is to be done
by one of its senior persons who will be the main person coordinating for the e-
tendering activities. In ETS terminology, this person will be referred to as the Super
User (SU) of that organization. For further details, please visit the website/portal, and
click on the ‘Supplier Organization’ link under ‘Registration’ (on the Home Page), and
follow further instructions as given on the site. Pay Annual Registration Fee as
applicable.
After successful submission of Registration details and payment of Annual
Registration Fee, please contact ISN-ETS Helpdesk (as given below), to get your

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registration accepted/activated
Important Note:
1. Interested bidders have to download official copy of the RfS & other documents
after login into the e-tendering Portal of ISN-ETS https://www.bharat-
electronictender.com. If the official copy of the documents is not downloaded
from e- tendering Portal of ISN-ETS within the specified period of downloading
of RfS and other documents, bidder will not be able to participate in the tender.
2. To minimize teething problems during the use of ETS (including the
Registration process), it is recommended that the user should peruse the
instructions given under ‘ETS User-Guidance Centre’ located on ETS Home
Page, including instructions for timely registration on ETS. The instructions
relating to ‘Essential Computer Security Settings for Use of ETS’ and ‘Important
Functionality Checks’ should be especially taken into cognizance.

Please note that even after acceptance of your registration by the Service Provider, to
respond to a tender you will also require time to complete activities related to your
organization, such as creation of users, assigning roles to them, etc.

ISN-ETS Helpdesk

Customer Support: +91-124-4229071, 4229072

Telephone/ Mobile ( From 1000 HRS to 1800 HRS on all Working Days i.e. Monday
to Friday except Government Holidays)
support@isn-ets.com [Please mark CC:
Email-ID support@electronictender.com]

Some Bidding Related Information for this Tender (Sealed Bid)

The entire bid-submission would be online on ETS (unless specified for Offline
Submissions). Broad outline of submissions are as follows:
 Submission of Bid-Parts

 Envelope I (Technical-Bid)

 Envelope II (Financial-Bid)
 Submission of digitally signed copy of Tender Documents/ Addendum
In addition to the above, the bidders are required to submit certain documents
physically offline also as per Clause No. 23.a, Section-III, ITB of RfS Documents,
failing which the technical bids will not be opened.

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Note: The Bidder should also upload the scanned copies of all the above-mentioned
original documents as Bid-Annexures during Online Bid-Submission.
Internet Connectivity
If bidders are unable to access ISN-ETS’s e-tender portal or Bid Documents, the
bidders may please check whether they are using proxy to connect to internet, or their
PC is behind any firewall and may contact their system administrator to enable
connectivity. Please note that Port SSL/ 443 should be enabled on proxy/firewall for
HTTPS connectivity. Dial-up/ Broad and internet connectivity without Proxy settings is
another option
SPECIAL NOTE ON SECURITY AND TRANSPARENCY OF BIDS

Security related functionality has been rigorously implemented in ETS in a

multidimensional manner. Starting with 'Acceptance of Registration by the Service
Provider', provision for security has been made at various stages in Electronic
Tender's software. Specifically, for Bid Submission, some security related aspects are
outlined below:

As part of the Electronic Encrypted™ functionality, the contents of both the

‘ElectronicForms ®’ and the ‘Main-Bid’ are securely encrypted using a Pass-Phrase

created by the Bidder himself. Unlike a ‘password’, a Pass-Phrase can be a multi-word
sentence with spaces between words (e.g. I love this World). A Pass-Phrase is easier
to remember, and more difficult to break. It is mandatory that a separate Pass-Phrase
be created for each Bid-Part. This method of bid- encryption does not have the
security and data-integrity related vulnerabilities which are inherent in e-tendering
systems which use Public-Key of the specified officer of a Buyer organization for bid-
encryption. Bid-encryption in ETS is such that the Bids cannot be decrypted before the
Public Online Tender Opening Event (TOE), even if there is connivance between the
concerned tender-opening officers of the Buyer organization and the personnel of e-
tendering service provider.

CAUTION: All bidders must fill Electronic Forms® for each bid-part sincerely and
carefully, and avoid any discrepancy between information given in the Electronic

Forms® and the corresponding Main-Bid. For transparency, the information submitted

by a bidder in the Electronic Forms ® is made available to other bidders during the
Online Public TOE. If it is found during the Online Public TOE that a bidder has not

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filled in the complete information in the Electronic Forms ®, the TOE officer may make
available for downloading the corresponding Main-Bid of that bidder at the risk of the
bidder. If variation is noted between the information contained in the Electronic

Forms® and the ‘Main-Bid’, the contents of the Electronic Forms ® shall prevail.
In case of any discrepancy between the values mentioned in figures and in words, the
value mentioned in words will prevail.
The bidder shall make sure that the Pass-Phrase to decrypt the relevant Bid-
Part is submitted into the ‘Time Locked Electronic Key Box (EKB)’ after the
deadline of Bid Submission, and before the commencement of the Online TOE
of Technical Bid. The process of submission of this Pass-Phrase in the ‘Time
Locked Electronic Key Box’ is done in a secure manner by first encrypting this Pass-
Phrase with the designated keys provided by the REMC Ltd.
Additionally, the bidder shall make sure that the Pass-Phrase to decrypt the relevant
Bid-Part is submitted to REMC Ltd. in a sealed envelope before the start date and time
of the Tender Opening Event (TOE).
There is an additional protection with SSL Encryption during transit from the client-end
computer of a Supplier organization to the e-Tendering Server/ Portal.
OTHER INSTRUCTIONS

For further instructions, the vendor should visit the home-page of the portal
https://www.bharat-electronictender.com, and go to the User-Guidance Center
The help information provided through ‘ETS User-Guidance Center’ is available in three
categories – Users intending to Register/ First-Time Users, Logged-in users of Buyer
organizations, and Logged-in users of Supplier organizations. Various links (including links for
User Manuals) are provided under each of the three categories.
Important Note: It is strongly recommended that all authorized users of Supplier
organizations should thoroughly peruse the information provided under the relevant
links, and take appropriate action. This will prevent hiccups, and minimize teething
problems during the use of ETS.
SEVEN CRITICAL DO’S AND DON’TS FOR BIDDERS

Specifically, for Supplier organizations, the following 'SEVEN KEY INSTRUCTIONS

for BIDDERS' must be assiduously adhered to:
1. Obtain individual Digital Signing Certificate (DSC or DC) of Class III well in

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 advance of your tender submission deadline on ETS.
2. Register your organization on ETS well in advance of the important deadlines
for your first tender on ETS viz ‘Date and Time of Closure of Procurement of
Tender Documents’ and ‘Last Date and Time of Receipt of Bids’. Please note
that even after acceptance of your registration by the Service Provider, to
respond to a tender you will also require time to complete activities related to
your organization, such as creation of -- Marketing Authority (MA) [ie a
department within the Supplier/ Bidder Organization responsible for responding
to tenders], users for one or more such MAs, assigning roles to them, etc. It is
mandatory to create at least one MA. This unique feature of creating an MA
enhances security and accountability within the Supplier/ Bidder Organization.
3. Get your organization's concerned executives trained on ETS well in advance
of your first tender submission deadline on ETS
4. For responding to any particular tender, the tender (ie its Tender Search Code
or TSC) has to be assigned to an MA. Further, an ‘Official Copy of Tender
Documents’ should be procured/ downloaded before the expiry of Date and
Time of Closure of Procurement of Tender Documents. Note: Official copy of
Tender Documents is distinct from downloading ‘Free Copy of Tender
Documents’. Official copy of Tender Documents is the equivalent of procuring
physical copy of Tender Documents with official receipt in the paper-based
manual tendering system.
5. Submit your bids well in advance of tender submission deadline on ETS (There
could be last minute problems due to internet timeout, breakdown, etc.)
6. It is the responsibility of each bidder to remember and securely store the Pass-
Phrase for each Bid-Part submitted by that bidder. The bidders are required to
submit correct, valid and operative Pass-Phrase to decrypt either Technical Bid
Part or Financial Bid Part in a separate sealed envelope before due date and
time of submission of bid. In the event, the bids are not opened with the pass-
phrase submitted by bidder, REMC Ltd. may ask for re-submission/
clarification for correct pass-phrase. If bidder fails to submit correct pass-
phrase immediately as requested by REMC Ltd., the Tender Document Fee, if
applicable, shall be forfeited and bid shall not be opened, and EMD (if
applicable) shall be refunded. No request on this account shall be entertained

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 by REMC Ltd.
7. ETS will make your bid available for opening during the Online Public Tender
Opening Event (TOE) ‘ONLY IF’ the status pertaining Overall Bid-Submission is
‘COMPLETE’. For the purpose of record, the bidder can generate and save a
copy of ‘Final Submission Receipt’. This receipt can be generated from 'Bid-
Submission Overview Page' only if the status pertaining overall Bid-Submission
is ‘COMPLETE’.
NOTE:
While the first three instructions mentioned above are especially relevant to first-time
users of ETS, the fourth, fifth, sixth and seventh instructions are relevant at all times.

ADDITIONAL DO’s AND DON’Ts FOR BIDDERS PARTICIPATING IN e-

REVERSE AUCTION

1. Get your organization's concerned executives trained for e-Reverse Auction

related processes on ETS well in advance of the start of e-Reverse Auction.
2. For responding to any particular e-Reverse Auction, the e-Reverse Auction (i.e. its
Reverse Auction Search Code or RASC) has to be assigned to an MA.
3. It is important for each bidder to thoroughly read the ‘rules and related criterion’ for
the e- Reverse Auction as defined by the Buyer organization.
4. It is important to digitally-sign your ‘Final bid’ after the end of e-Reverse Auction
bidding event.

Pre-requisite for participation in bidding process

 Bidder must possess a PC/ Laptop with Windows 7 professional operating
system and Internet Explorer 8 or 9 for hassle free bidding. Bidder is essentially
required to effect the security settings as defined in the portal.
 The Bidder must have a high-speed internet connectivity (preferably Broadband)
with internet explorer to access ISN-ETS’s e-Tender Portal for downloading the
Tender document and uploading/ submitting the Bids.
 A valid e-mail ID of the Organization/ Firm

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 Annexure- C-1 TERMS & CONDITIONS OF REVERSE AUCTION

After opening of Financial bids and short-listing of bidders based on the tariff and total
capacity of project of qualified Project(s), REMC Ltd. shall resort to “REVERSE
AUCTION PROCEDURE”. Reverse Auction shall be conducted as per methodology
specified in Section-V and other provisions of Reverse Auction in RfS Documents and
their subsequent Addenda/ Amendments/ Clarifications. Bidders in their own interest,
are advised to go through the documents in entirety. The Terms & Conditions and
Business Rules mentioned hereunder are in brief and may not give completer
explanations. Further these are supplementary in nature.
1. Bidders shall ensure online submission of their ‘Bid Price’ within the auction period.
2. Bidders shall ensure to take all necessary training and assistance before
commencement of reverse auction to the interested bidders on chargeable
basis to be paid directly to ISN-ETS.
3. Business rules for Reverse Auction like event date, time, bid decrement,
extension etc. shall be as per the business rules, enumerated in the RfS
document or intimated later on, for compliance.
4. Reverse auction will be conducted on scheduled date & time, as mentioned in
the RfS document.
5. Bidders should acquaint themselves of the ‘Business Rules of Reverse Auction’,
which is enclosed separately in the RfS document.
6. If the Bidder or any of his representatives are found to be involved in Price
manipulation/ cartel formation of any kind, directly or indirectly by
communicating with other bidders, action as per extant REMC Ltd. guidelines,
shall be initiated by REMC Ltd.
7. The Bidder shall not divulge either his Bids or any other exclusive details of
REMC Ltd./Railways to any other party.
8. Period of validity of Prices received through Reverse Auction shall be same as
that of the period of validity of bids offered.
9. Bidders should also note that:

a) Although extension time is ‘8’ minutes, there is a time lag between the actual
placing the bid on the local computer of the bidder and the refreshing of the
data on to the server for the visibility to the Owner. Considering the
processing time for data exchange and the possible network congestion,

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 bidders must avoid the last minute hosting of the Financial Bid during
reverse auction.
b) Participating bidder will agree to non-disclosure of trade information
regarding the purchase, identity of REMC Ltd., bid process, bid technology,
bid documentation and bid details.

c) It is brought to the attention of the bidders that the bid event will lead to the
final price of bidders only.
d) Technical and other non-commercial queries (not impacting price) can only
be routed to the REMC Ltd. contact personnel indicated in the RfS
document.
e) Order finalization and post order activities such issue of LOA, signing of
PPA etc. would be transacted directly between successful bidder(s) and
REMC Ltd./Railways.
f) LOA shall be placed outside the ETS e-portal & further processing of the
LOA shall also be outside the system.
g) In case of any problem faced by the bidder during Reverse Auction and for
all Bidding process related queries, bidders are advised to contact the
persons indicated in Annexure - C of the RfS document.
h) Bidders are advised to visit the auction page and login into the system well
in advance to identify/ rectify the problems to avoid last minute hitches.
i) REMC Ltd. will not be responsible for any PC configuration/ Java related
issues, software/ hardware related issues, telephone line glitches and
breakdown/ slow speed in internet connection of PC at Bidder’s end.
j) Bidders may note that it may not be possible to extend any help, during
Reverse Auction, over phone or in person in relation to rectification of PC/
Internet/ Java related issues and Bidder may lose the chance of
participation in the auction.
10. For access to the Reverse Auction site, the following URL is to be used:

https://www.bharat-electronictender.com
11. No queries shall be entertained while Reverse Auction is in progress.

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BUSINESS RULES OF REVERSE AUCTION
Reverse Auction shall be conducted as per methodology specified in Section - V and
other provisions of Reverse Auction in RfS documents and their subsequent
Amendments/ Clarifications/ Addenda. Bidders, in their own interest, are advised to go
through the documents in entirety.The following would be parameters for e-Revers
Auction:
Sl. No. Parameter Value
Date and Time of Reverse-Auction To be intimated Later to
1.
Bidding Event Eligible Bidders
2. Duration of Reverse-Auction Bidding Event 30 minutes
Automatic extension of the ‘Reverse-Auction
closing Time’, if last bid received is within a
3. ‘Predefined Time-Duration’ before the Yes
‘Reverse-Auction Closing Time’
3.1 Pre-defined Time-Duration 08 minutes
3.2 Automatic extension Time-Duration 08 minutes
3.3 Maximum number of Auto-Extension Unlimited
Extension
Tariff quoted by the bidders in
4. Entity-Start-Price Financial Bid (Second Envelope)
Online Reverse Auction shall be conducted by REMC Ltd. on pre-specified date and
time, while the bidders shall be quoting from their own offices/ place of their choice.
Internet connectivity shall have to be ensured by bidders themselves.
During the Reverse Auction, any requests for extension of time will not be considered
by REMC Ltd. Bidders are therefore requested to make all the necessary
arrangements/ alternatives whatever required so that they are able to participate in the
Reverse Auction successfully. Failure of power or loss of connectivity at the premises
of bidders during the Reverse Auction cannot be the cause for not participating in the
Reverse Auction. REMC Ltd. shall not be responsible for such eventualities.
Bidders are advised to get fully trained and clear all their doubts such as refreshing of
Screen, capacity/ no. of projects being auctioned, auction rules etc.
REMC Ltd. reserves the right to cancel/ reschedule/ extend the Reverse Auction
process/ tender at any time, before ordering, without assigning any reason.
REMC Ltd. shall not have any liability to bidders for any interruption or delay in access
to the auction website irrespective of the cause. In such cases, the decision of REMC
Ltd. shall be binding on the bidders.
Other terms and conditions shall be as per bidder’s techno-commercial offers and as
per the RfS document and other correspondences, if any, till date.

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 Annexure-D
CHECK LIST FOR FINANCIAL CLOSURE
(To be signed by the Authorized signatory of the SPD)
(RfS No. dated )
Last Date for submission of documents related to Financial Closure –
(12 months from Effective Date of PPA)
Project Company Name
Project ID:-
LOA No. - . Dtd. -
Effective Date of PPA -
Scheduled Commissioning Date: -

1.0 Financial Closure - (Section III, Clause 15 of the RfS, including subsequent
amendments & clarifications)
Details Presently given in PPA

(1) (2)

Location

Technology

Certificate from all In case of tie up through Bank / Financial Institutions: -

financial institutions
Document from Bank / Financial Institutions certifying
arrangement of necessary funds by way of sanction of Loan
(to be enclosed as Annexure-I).

In case of Internal Resources: -

Copy of Board Resolution, Audited/Certified Balance sheet,

Profit & Loss Account Statement, Bank Statement and
Cash Flow Statement in support of availability of Internal
resources of the Project Company and of the Company
other than Project Company (in case the required funding
will be raised from Company other than Project Company)
(to be enclosed as Annexure-I).
Performa for the cases where funding will be from Company
other than Project Company is at ‘A-1’.

Note:-

(i) Copy of Final Detailed Project Report (DPR) is to be enclosed as Annexure – II A

160
(ii) Undertaking by the Project Company that all Consents, clearances and permits
required for supply of Power to Railways as per the terms of PPA have been
obtained is to be enclosed as Annexure – II B

2.0 Copy of Agreement/ MOU entered into / Purchase Order with acceptance, for the
supply of Plants and Equipment (to be enclosed as Annexure-III)
3.0 Technical Parameters of the Project (Section-IV, Cl. B of the RfS)
3.0.1 Certificate from Project Company that Technical specifications and
directives
given in Annexure-A of the RfS will be adhered to (to be enclosed as
Annexure- IV A)
3.0.2 Proposed Project configuration as part of DPR of the Project (to be
enclosed as Annexure-IV B)
4.0 Ownership of the SPD: Latest Shareholding Pattern of the Project Company
(including Compulsorily Convertible Debentures (CCDs), Compulsorily Convertible
Preferential Shares (CCPS) of the Project Company certified by Chartered
Accountant (to be enclosed as Annexure V A)

Shareholding pattern is not required to be submitted by a Listed Company.

Note: Declaration of Shareholding Pattern of the Project Company is to be submitted

to Railways on monthly basis, i.e., by the 10 th day of every month for shareholding
status of the Company upto the end of the previous month, till 1 year from the date of
commissioning of the project.
5.0 The above checklist is to facilitate financial closure of projects. For any
interpretation the respective provision of RfS / PPA shall prevail.

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 Performa ‘A-1’ : FUNDING INFORMATION
For cases where funding will be from a Company other than Project Company

Board Resolution from (Name of the Company from where the

required funding will be raised)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF

DIRECTORS OF THE COMPANY AT THEIR MEETING HELD ON AT THE
REGISTERED OFFICE OF THE COMPANY

RESOLVED that approval of the Board be and is hereby accorded to the company
extending unconditional and full financial support whether by way of equity, debt, or a
combination thereof, towards meeting the full project cost of Rs. (in words and
figures) to M/s (Name of Project Company), a company within the
meaning of The Companies Act, 1956 and/or The Companies Act, 2013, and having its
registered office at which was selected by REMC Limited to develop
the……MW Solar PV Power Project (Project ID……….), for generation and sale of
solar power under the RfS No. in
respect of which Power Purchase Agreement (PPA) was signed between Railways and
(Name of Project Company). Funds will be released for
the project as per the request of
(Name of Project Company) to meet the financial requirement for the said Project.

Board Resolution from (Project Company)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF

DIRECTORS OF THE COMPANY AT THEIR MEETING HELD ON _____AT
THE REGISTERED OFFICE OF THE COMPANY

RESOLVED that approval of the Board be and is hereby accorded to the Company
which was selected by REMC Limited to develop the……MW Solar PV Power Project
(Project ID………), for generation and sale of solar power under the RfS No.
in respect of which Power Purchase Agreement (PPA) was
signed between Railways and the Company, to request and undertake to accept
unconditional and full financial support and getting release of funds for project as per

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requirement from the Company
i.e. , a Company within the meaning of The Companies Act, 1956
and/or The Companies Act, 2013, and having its registered office at
whether by way of equity, debt, or a combination thereof for meeting the financial
requirements of the project being developed by the Project Company.
Further Resolved that in the event the Company i.e. , agrees to extend
full financial support as sought above, Sh. , Director, Sh
, Director…. be and are hereby severally or collectively
authorized to accept any terms and conditions that may be imposed by (Name of
the Company), for extending such support and that they are also severally or
collectively authorized to sign such documents, writings as may be necessary in this
connection.

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 Annexure-E INTEGRITY PACT
Integrity Pact

Between

REMC Ltd., acting for and on behalf of and as an agent /power of Attorney Holder
of …………………………. (Nodal Railway) hereinafter called the “Employer” for
Tendering stage

AND

M/s____________ hereinafter referred to as "The Bidder / Contractor" shall sign

the integrity pact with Successful Developer at the time of issuing of LOA. The
relevant provisions pertaining with tendering process in this pact shall be
applicable. This pact begins when both parties have legally signed it. It expires
for the SPD when EMD (if applicable) is released after issuing of LOA and for all
other Tenderers six months after the LOA has been awarded.

Preamble

The Employer intends to award, under laid down organizational procedures, contract/s
for “Setting up of upto.......MW Solar PV Power plant at ......... in private/farmers Land
under Tariff Based Competitive Bidding” The Employer values full compliance with all
relevant laws and regulations, and economic use of resources, and of fairness and
transparency in his relations with the Bidder/s and/or contractor/s.
In order to achieve these goals, the Employer will appoint an Independent External
Monitor (IEM) who will monitor the Tender process and execution of the contract for
compliance with the principles mentioned above.

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 Section 1 – Commitments of the Employer
1) The Employer commits himself to take all measures necessary to prevent corruption
and to observe the following principles: -
a. No employee of the Employer, personally or through family members, will in
connection with the tender or for the execution of the contract, demand, take a
promise for or accept, for self or third person, any material or immaterial benefit
which the person is not legally entitled to.
b. The Employer will, during the tender process, treat all Bidders with equity and
reason. The Employer will in particular, before and during the tender process,
provide to all Bidders the same information and will not provide to any Bidder
confidential/additional information through which the Bidder could obtain an
advantage in relation to the tender process or the contract execution.
c. The Employer will exclude from the process all known prejudiced persons.

2) If the Employer obtains information on the conduct of any of his employees which is
a criminal offence under the IPC (Indian Penal Code) /PC (Prevention of C orruption)
Act, or if there be a substantive suspicion in this regard, the Employer will inform its
Chief Vigilance Officer and in addition can initiate disciplinary action.

Section 2 – Commitments of the Bidder/Contractor

1) The Bidder commits himself to take all measures necessary to prevent corruption.
He commits himself to observe the following principles during his participation in the
tender process and during the contract execution.
a. The Bidder will not directly or through any other person or firm, offer, promise or
give to any of the Employer’s employees involved in the tender process or the
execution of the contract or to any third person any material or other benefit
which he is not legally entitled to, in order to obtain in exchange any advantage
of any kind whatsoever during the tender process or during the execution of the
contract.
b. The Bidder will not enter with other Bidders into any undisclosed agreement or
understanding, whether formal or informal. This applies in particular to prices,
specifications, certifications, subsidiary contracts, submission or non-submission

165
 of bids or any other actions, to restrict competitiveness or to introduce
cartelization in the bidding process.
c. The Bidder will not commit any offence under the relevant IPC/PC Act; further the
Bidder will not use improperly, for purposes of competition or personal gain, or
pass on to others, any information or document provided by the Employer as part
of the business relationship, regarding plans, technical proposals and business
details, including information contained or transmitted electronically.
d. The Bidder will, when presenting his bid, disclose any and all payments he has
made, is committed to or intends to make to agents, brokers or any other
intermediaries in connection with the award of the contract.
e. Foreign bidders shall disclose the name and address of agents and
representatives in India.
f. Indian Bidders shall disclose their foreign principals or associates.

2) The Bidder will not instigate third persons to commit offences outlined above or be
an accessory to such offences.

Section 3- Disqualification from tender process and exclusion from future

contracts
If the Bidder, before award or during execution has committed a transgression through a
violation of Section 2 above, or in any other form such as to put his reliability or
credibility in question, the Employer is entitled to disqualify the Bidder/Contractor from
the tender process or take action as per the procedure mentioned in the "Guideline on
banning of business dealing” annexed and marked as Annexure "E-1" below.

Section 4- Compensation for Damage

1) If the Employer has disqualified in terms of the provisions in Section 3, the
Bidder/Contractor from the tender process prior to the award of contract, the
Employer is entitled to demand and recover the damages equivalent to Earnest
Money Deposit/ Bid Security.
2) If the Employer has terminated the contract during execution in terms of the
provisions under Section 3, the Employer shall be entitled to demand and recover
from the Contractor the damages equivalent to Earnest Money Deposit, Security

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 Deposits already recovered and Performance Guarantee, which shall be absolutely
at the disposal of the Employer.

Section -5 Previous transgression

1) The Bidder declares that no previous transgression occurred in the last 3 years with
any other Company in any country conforming to the Anti-Corruption approach or
with any other Public Sector Enterprise in India that could justify his exclusion from
the tender process.
2) If the Bidder makes incorrect statement on this subject, he can be disqualified from
the tender process or action can be taken as per the procedure mentioned in
"Guideline on banning of business dealing- E1 ".

Section -6 Equal treatment of all Bidders/Contractors/Sub-Contractors

1) The Bidder undertakes to demand from all partners/sub-contractors (if permitted

under the conditions/ clauses of the contract) a commitment to act in conformity with
this Integrity Pact and to submit it to the Employer before signing the contract.
2) The Bidder confirms that any violation by any of his partners/sub-contractors to act
in conformity with the provisions of this Integrity Pact can be construed as a violation
by the Bidder/Contractor himself, leading to possible Termination of Contract in
terms of Section 4.
3) The Employer will disqualify from the tender process all bidders who do not sign this
Pact or violate its provisions.

Section 7- Criminal charges against violating Bidders/Contractors/Sub-

Contractors
If the Employer obtains knowledge of conduct of a Bidder, Contractor or Partners / Sub-
Contractor, or of an employee or a representative or an associate of a Bidder,
Contractor or Sub-Contractor, which constitutes corruption, or if the Employer has
substantive suspicion in this regard, the Employer will inform the same to its Chief
Vigilance Officer.

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 Section - 8 Independent External Monitor / Monitors
1) The Employer shall appoint competent and credible Independent External Monitor
for this Pact. The task of the Monitor is to review independently and objectively,
whether and to what extent the parties comply with the obligations under this
agreement.
2) The Monitor is not subject to instructions by the representatives of the parties and
will perform his functions neutrally and independently. He will report to the
(Designated officer of REMC Ltd./Nodal Railway).
3) The Bidder/Contractor accepts that the Monitor has the right of access without
restriction to all Project documentation of the Employer including that provided by
the Contractor. The Contractor will also grant the Monitor, upon his request and
demonstration of a valid interest, unrestricted and unconditional access to his project
documentation. The same is applicable to Partners / Sub-Contractors. The Monitor
is under contractual obligation to treat the information and documents of the
Bidder/Contractor/Partners/Sub-Contractor with confidentiality.
4) The Employer will provide to the Monitor sufficient information about all meetings
among the parties related to the Project provided such meetings could have an
impact on the contractual relations between the Employer and the Contractor. The
parties offer to the Monitor the option to participate in such meetings.
5) As soon as the Monitor notices or has reason to believe that violation of the
agreement by the Employer or the Bidder/ Contractor, has taken place, he will
request the Party concerned to discontinue or take corrective action, or to take any
other relevant action. The Monitor can in this regard submit non-binding
recommendations. Beyond this, the Monitor has no right to demand from the parties
that they act in a specific manner or refrain from action or tolerate action.
6) As far as possible, the Monitor will submit a written report to the (Designated officer
of REMC Ltd.) within 10 days from the date of reference or intimation to him by the
Employer and should the occasion arise, submit proposal for correcting problematic
situations.
7) If the Monitor has reported to the (Designated officer of REMC Ltd./Nodal Railway).
of a substantiated suspicion of an offence under relevant IPC/PC Act, and the
(Designated officer of REMC Ltd./Nodal Railway). has not, within reasonable time,
taken visible action to proceed against such offender or reported it to the Chief

168
 Vigilance Officer, the Monitor may also transmit this information directly to the
Central Vigilance Commissioner.
8) Issues like warranty / guarantee etc. shall be outside the purview of IEMs.
9) The word Monitor would include both singular and plural.
Section – 9 Pact Duration
This pact begins when both parties have legally signed it. It expires for the Contractor
when his Security Deposit is released on completion of the Maintenance Period and for
all other Tenderers six months after the Contract has been awarded. If any claim is
made/lodged during this time the same shall be binding and continue to be valid despite
the lapse of this pact specified above, unless it is discharged/determined by
(Designated officer of REMC Ltd./Nodal Railway).

Section 10: Other Provisions

1) This agreement is subject to Indian Law. Place of performance and jurisdiction shall
be as stated in the Contract Agreement.
2) Changes and supplements as well as termination notices need to be made in
writing.
3) If the Contractor is a partnership or a consortium, this agreement must be signed by
the Partner in charge/ Lead Member nominated as being in charge and who holds
the Power of Attorney signed by legally authorized signatories of all the
partners/Members. The Memorandum of Understanding /Joint Venture Agreement
will incorporate a provision to the effect that all Members of the Consortium will
comply with the provisions in the Integrity Pact to be signed by the Lead Member on
behalf of the Consortium. Any violation of Section 2 above by any of the
Partners/Members will be construed as a violation by the consortium leading to
possible Termination of Contract in terms of Section 4
4) Should one or several provisions of this agreement turn out to be invalid, the
remainder of this agreement remains valid. In this case, the parties will strive to
come to an agreement to their original intentions.
5) A person signing the IP shall not approach courts while representing the matters to
IEMs and he/she will await their decision in the matter.
6) In case of sub-contracting, the principal contractor shall take the responsibility of the
adoption of IP by the sub-contractor.

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 Designated officer of Nodal Railway Agent / Power of Attorney Holder
_______________________
_________________________

(For & on behalf of the Employer) (For the Bidder/Contractor)

(Office Seal) (Office Seal)

Place: …………………………

Date: ……………………….

Witness 1:

(Name & Address) -----------------------------

-----------------------------
-----------------------------
-----------------------------
Witness 2
(Name & Address) -----------------------------
-----------------------------

170
 Annexure-E-1
GUIDELINES ON BANNING OF BUSINESS DEALINGS

1. Introduction

1.1 REMC Ltd., being a Public Sector Enterprise and ‘State’, within the meaning of Article 12
of Constitution of India, has to ensure preservation of rights enshrined in Chapter III of
the Constitution. REMC Ltd has also to safeguard its commercial interests. It is not in the
interest of REMC Ltd to deal with Agencies who commit deception, fraud or other
misconduct in the execution of contracts awarded / orders issued to them. In order to
ensure compliance with the constitutional mandate, it is incumbent on REMC Ltd to
observe principles of natural justice before banning the business dealings with any
Agency.
1.2 Since banning of business dealings involves civil consequences for an Agency
concerned, it is incumbent that adequate opportunity of hearing is provided and the
explanation, if tendered, is considered before passing any order in this regard keeping in
view the facts and circumstances of the case.

2. Scope

2.1 The procedure of (i) Suspension and (ii) Banning of Business Dealing with Agencies, has
been laid down in these guidelines.
2.2 It is clarified that these guidelines do not deal with the decision of the Management not to
entertain any particular Agency due to its poor/inadequate performance or for any other
reason.
2.3 The banning shall be with prospective effect, i.e., future business dealings.

3. Definitions

In these Guidelines, unless the context otherwise requires:

i) ‘Bidder/Contractor/Supplier’ in the context of these guidelines is indicated as ‘Agency’.
ii) ‘Competent Authority’ and ‘Appellate Authority’ shall mean the following:
a) The Director shall be the ‘Competent Authority’ for the purpose of these guidelines.
Chairman, REMC Ltd shall be the ‘Appellate Authority’ in respect of such cases.
b) Chairman, REMC Ltd shall have overall power to take suo-moto action on any
information available or received by him and pass such order(s) as he may think
appropriate, including modifying the order(s) passed by any authority under these
guidelines.
iii) ‘Investigating Department’ shall mean any Department, Division or Unit investigating into
the conduct of the Agency and shall include the Vigilance Department, Central Bureau of
Investigation, the State Police or any other department set up by the Central or State
Government having powers to investigate.
iv) ‘Banning Committee’ shall mean a Committee constituted for the purpose of these
guidelines by the competent authority. The members of this Committee shall not, at any
stage, be connected with the tendering process under reference.

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4. Initiation of Banning/Suspension

Action for banning/suspension business dealings with any Agency should be initiated by
the department/unit having business dealings with them after noticing the irregularities or
misconduct on their part.

5. Suspension of Business Dealings

5.1 If the conduct of any Agency dealing with REMC Ltd is under investigation by any
department, the Competent Authority may consider whether the allegations under
investigation are of a serious nature and whether pending investigation, it would be
advisable to continue business dealing with the Agency. If the Competent Authority, after
consideration of the matter including the recommendation of the Investigating
Department/Unit, if any, decides that it would not be in the interest to continue business
dealings pending investigation, it may suspend business dealings with the Agency. The
order to this effect may indicate a brief of the charges under investigation. The order of
such suspension would operate for a period not more than six months and may be
communicated to the Agency as also to the Investigating Department. The Investigating
Department/Unit may ensure that their investigation is completed and whole process of
final order is over within such period.
5.2 As far as possible, the existing contract(s) with the Agency may be continued unless the
Competent Authority, having regard to the circumstances of the case, decides otherwise.
5.3 If the Agency concerned asks for detailed reasons of suspension, the Agency may be
informed that its conduct is under investigation. It is not necessary to enter into
correspondence or argument with the Agency at this stage.
5.4 It is not necessary to give any show-cause notice or personal hearing to the Agency
before issuing the order of suspension. However, if investigations are not complete in six
months’ time, the Competent Authority may extend the period of suspension by another
three months, during which period the investigations must be completed.

6. Grounds on which Banning of Business Dealings can be initiated

6.1 If the security consideration, including questions of loyalty of the Agency to the State, so
warrants;
6.2 If the Director/Owner of the Agency, proprietor or partner of the firm, is convicted by a
Court of Law for offences involving moral turpitude in relation to its business dealings
with the Government or any other public sector enterprises or REMC Ltd, during the last
five years;
6.3 If there is strong justification for believing that the Directors, Proprietors, Partners, owner
of the Agency have been guilty of malpractices such as bribery, corruption, fraud,
substitution of tenders, interpolations, etc.;
6.4 If the Agency employs a public servant dismissed/removed or employs a person
convicted for an offence involving corruption or abetment of such offence;
6.5 If business dealings with the Agency have been banned by the Govt. or any other public
sector enterprise;
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6.6 In case any information/document which may result in the tenderer’s disqualification is
concealed by the Tenderer or any statement/information/document furnished by the
Tenderer or issued by a Bank/Agency/third party and submitted by the tenderer, is
subsequently found to be false or fraudulent or repudiated by the said
Bank/Agency/Third Party.
6.7 If the Agency uses intimidation/threatening or brings undue outside pressure on the
Company (REMC Ltd) or its official in acceptance/performances of the job under the
contract;
6.8 If the Agency indulges in repeated and/or deliberate use of delay tactics in complying with
contractual stipulations;
6.9 Based on the findings of the investigation report of CBI/Police against the Agency for
malafide/ unlawful acts or improper conduct on his part in matters relating to the
Company (REMC Ltd) or even otherwise;
6.10 Established litigant nature of the Agency to derive undue benefit;
6.11 Continued poor performance of the Agency in several contracts; (Note: The examples
given above are only illustrative and not exhaustive. The Competent Authority may
decide to ban business dealing for any good and sufficient reason).
7. Banning of Business Dealings

7.1 A decision to ban business dealings with any Agency shall apply throughout the
Company.
7.2 If the Competent Authority is prima-facie of view that action for banning business
dealings with the Agency is called for, a show-cause notice may be issued to the Agency
as per paragraph 8.1 and an enquiry held accordingly.

8. Show-cause Notice

8.1 In case where the Competent Authority decides that action against an Agency is called
for, a show-cause notice has to be issued to the Agency. Statement containing the
imputation of misconduct or mis-behaviour may be appended to the show-cause notice
and the Agency should be asked to submit within 30 days a written statement in its
defence. If no reply is received, the decision may be taken ex-parte.
8.2 If the Agency requests for inspection of any relevant document in possession of REMC
Ltd, necessary facility for inspection of documents may be provided.
8.3 On receipt of the reply of the Agency, or in case no reply is received within the prescribed
time, the Competent Authority shall refer the case along with relevant details to the
Banning Committee, which shall examine the reply of the Agency and other facts and
circumstances of the case and submit its final recommendation to the Competent
Authority for banning or otherwise. In case the action contemplated against the Agency
includes forfeiture of EMD (if applicable) also besides Banning of Business Dealings, the
Banning Committee will also examine whether Clause 9.4 of Tender and Contract
Document is attracted and recommend forfeiture or otherwise of EMD (if applicable)
considering all facts and circumstances of the case. A final decision on forfeiture or
otherwise of the EMD (if applicable) and for Company-wide banning or otherwise shall
173
 be taken by the Competent Authority. The Competent Authority may consider and pass
an appropriate speaking order: a) For completely exonerating the Agency; or b) For
forfeiture of EMD (if applicable) but for not banning of business dealings with the Agency;
or c) For forfeiture of EMD (if applicable) and banning the business dealing with the
Agency.
8.4 The decision should be communicated to the Agency concerned along with a reasoned
order. If it decided to ban business dealings, the period for which the ban would be
operative may be mentioned.

9. Appeal against the Decision of the Competent Authority

9.1 The Agency may file an appeal against the order of the Competent Authority banning
business dealing, etc. The appeal shall lie to Appellate Authority. Such an appeal shall
be preferred within one month from the date of receipt of the order banning business
dealing, etc.
9.2 Appellate Authority would consider the appeal and pass appropriate order which shall be
communicated to the Agency as well as the Competent Authority.

10. Review of the Decision by the Competent Authority Any petition/application filed by the
Agency concerning the review of the banning order passed originally by Competent
Authority under the existing guidelines either before or after filing of appeal before the
Appellate Authority or after disposal of appeal by the Appellate Authority, the review
petition can be decided by the Competent Authority upon disclosure of new
facts/circumstances or subsequent development necessitating such review.

11. Circulation of the names of Agencies with whom Business Dealings have been
banned.
11.1 Depending upon the gravity of misconduct established, the Competent Authority of
REMC Ltd may circulate the names of Agency with whom business dealings have been
banned, to the Ministry of Railways and PSUs of Railways, for such action as they
deem appropriate.
11.2 If Ministry of Railways or a Public Sector Undertaking of Railways request for more
information about the Agency with whom business dealings have been banned a copy
of the report of Inquiring Authority together with a copy of the order of the Competent
Authority/Appellate Authority may be supplied.

12. Restoration
12.1 The validity of the banning order shall be for a specific time & on expiry of the same, the
banning order shall be considered as "withdrawn".
12.2 In case any agency applies for restoration of business prior to the expiry of the ban
order, depending upon merits of each case, the Competent Authority which had passed
the original banning orders may consider revocation of order of suspension of
business/lifting the ban on business dealings at an appropriate time. Copies of the
restoration orders shall be sent to all those offices where copies of Ban Orders had
been sent

174
 Annexure- G: Bid Packages for sites near the TSS
Package Distance from
No. Zonal Railway Solar Capacity Nearest
SN TSS Name Nearest City
Railway Division (MW) City
(KM)

1 1 JHANSI Basai-BZY 2 Kanpur 100

North
2 2 Central JHANSI Lalpur-LLR 1.5 Lalpur 2
Railway
3 3 (NCR) JHANSI SSKI-Sarsoki 0.5 Sarsoki 4

4 4 JHANSI MOTH 1 Jhansi 57

5 5 JHANSI Mustara-MSV 2.5 Jhansi 7
0.5
(TSS is Under
6 6 JHANSI IshaNagar Construction- Chatarpar 25
Tentative load
is taken)
7 7 ALLAHABAD Chunar Jn- CAR 2 Varanasi 22

8 8 ALLAHABAD Shankargarh-SRJ 1 Allahabad 43

Shikohabad Jn-
9 9 ALLAHABAD 1.5 Firozbad 20
SKB

175
10 10 ALLAHABAD Malwan-MWH 3 Fatehpur 20

11 11 BHOPAL Guna 2.5 GUNA 5

12 12 BHOPAL Mungoali 2.5 Bina 50
13 13 BHOPAL Bareth 2 Vidisha 58
14 14 BHOPAL Gulabganj 2 Vidisha 25
West
15 15 Central BHOPAL Sanchi-SCI 2 Vidisha 14
Railway
16 16 (WCR) BHOPAL Obedulla ganj 1.5 Bhopal 36
Powar kheda-
17 17 BHOPAL 6 ITARSI 10
PRKD
18 18 BHOPAL Harda 3 Bhopal 107
19 19 BHOPAL Khirkiya 2 Indore 119
20 20 Jabalpur Beohari-BEHR 2 Shadol 79
21 21 Jabalpur Marwasgram-MWJ 2 Singrauli 120
22 22 Jabalpur Bhitoni-BHTN 3 Jabalpur 36
23 23 Jabalpur Bhandanpur-BUU 4 Jabalpur 84

Total 50 MW

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 Annexure- H :
CONTACT DETAILS OF NODAL OFFICERS RESPONSIBLE FOR SITE

The bidders are advised to visit the project site for survey before bidding. The contact details of various Nodal
officers are as below:

S.No Zonal Railways/PU Designation Mobil no.

1 WCR CEE/EEM 9413317301
2 NCR CEE/EEM 9794835312

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 Annexure- I DETAILS Of BINA SOLAR PLANT FOR TRACTION

A. Background:
To develop non-renewable sources of energy in India, Government of India published
National Solar Mission-2022 in the year 2010. This mission envisaged installation of 20
GW solar plants in India by 2022. However, this target of 20 GW was achieved in 2018,
which is much before the target year 2022. In view of the potential available in India, in the
year 2015, a new target of 100 GW solar plants by 2022 was fixed. To work for this
mission, Indian Railways was installing solar panel on building roof tops.

In this direction, during budget speech 2020, honorable Finance Minister highlighted the
installation of large capacity solar plants. Hence, it is now being planned to use
private/farmers land near TSS at 25 kV connectivity for setting up large capacity solar
plants. Further, the electricity generated from these solar plants will feed into Railway Over
Head Equipment (OHE), that is, generated electricity will be used for running of electric
trains.

B. Introduction
Electricity from Solar Panels is an important renewable source of electricity. This electricity
is progressively being used as an alternative to supply of electricity from State Electricity
Boards/ utility. Indian Railways has been installing Solar panels (mainly on Roof tops of
buildings) for augmenting its electricity supply. The installation of solar plants was initially
done at Railway’s cost. But with passage of time, these installations are being done
thorough private players (Solar Power Developer) where in Railways provide space for
installation of solar panels and Solar Power Developers install solar panels. The electricity
generated from such solar panels is sold directly to Indian Railways.
The major consumption of electricity in Railways is for running of electric trains. However,
till sometime back electricity generated from Solar panels was not used for running of
electric trains. Now with the joint efforts of Indian Railways and Bharat Heavy Electricals
Ltd. (BHEL), a new solar plant at Bina, now called as Bina Solar Plant, is generating
electricity solely for running of trains.

C. Development of Bina Solar Plant:

An agreement between Indian Railways and BHEL was signed on 28.01.2019 to develop
1.7 MWp Bina Solar Plant as a pilot project in India. It was planned that Railways will
provide land and BHEL will provide technology and solar panels for generation of
electricity that will be directly feeding electricity into OHE. Thus, Railway leased the land to
M/s BHEL @ Rs. 1 per year and BHEL commissioned the Bina Solar Plant in June 2020
on this land.
After commissioning, the Bina Solar Plant has been generating electricity every day and
feeding into OHE.

D. Start of project:
 LUPA (land use permission agreement) has been signed between IR & BHEL on
09.10.2019. IR has given Land to BHEL to setup and operation of this plant for one year
on lease basis with Rs 1 per annum.
 General agreement (GA) has been signed between IR & BHEL on 09.10.2019.
 In this GA, Bhopal division & BHEL have agreed to follow norms & standards requires for

178
 set up of Solar Plant as per site requirement.
 Laying of foundation stone is done on 06.11.2019 by honorable Member of Parliament
(Sagar), Shri Rajbahadur Singh in presence of Shri Mahesh Rai MLA (Bina).

E. Technical details of Bina Solar Plant:

The capacity of this plant is 1.7 MWp. Solar modules are mounted on Modules Mounting
Structure (MMS) by using pile foundations. These solar modules are connected in a
combination of series & parallel connections so as to generate 600V DC. This 600V DC is
converted into 400 V single phase AC through two nos. inverter with rating of 850 kW
each. This 400 V AC is stepped-up into 25 kV AC through two nos. traction transformer
rating 0.4/25 kV each. This stepped-up 25kV AC 1- ϕ supply is feeding in to 25 kV AC bus
bar of TSS through underground transmission cable via 25 kV CB & isolator. Its equivalent
diagram is as below:

F. The development of Bina Solar Plant has passed through following stages:
 Land selection and laying of foundation stone.
 Boundary fencing and leveling of ground.
 Construction of Pile foundation, transformer bay and control building.
 Mounting of solar modules and series & parallel connection,
 Transformer installation, control buildings setup, CB & inverter installation.
 Underground transmission cabling from control room to TSS.
 Testing & commissioning of transformer, CB, and inverter.

179
  Modification in TSS: Gantry formation for installation of CB, isolator between CB & 25
kV AC bus bar of TSS and their SCADA connection for control by TPC.

G. BHEL has developed some new items/ equipments developed for Bina Solar Plant
for traction applications:
 Single phase PCU- 850 KVA: single phase PCU was developed by BHEL-EDN for this
pilot project for Railways traction applications.
 Single phase Inverter Transformer: 1 MVA, 0.4 KV/ 25 KV single phase dry type
Inverter Transformer developed by BHEL- Jhansi for this pilot project for Railways
traction applications.
 HT Panel (VCB and C & R panel): Single phase SPV system for traction powering
application is a first of kind for BHEL. HT protection and control scheme designed and
implemented in line with RDSO, IR specifications. BHEL Bhopal supplied the VCBs
and C & R panels.
 Other Equipment's including PV modules were designed, manufactured, and
implemented in line with normal SPV system.

H. Conclusion:
 Bina Solar Plant is successfully commissioned since June’2020 and is acting as a
Proof of Concept (POC) for Indian Railways for future implementation of such solar
plants all over India. This is especially important as Railways has gone for massive
electrification under ‘100% electrification’ target.
 With success of this pilot power project, Indian Railways shall install such type of Solar
Plants in various locations to feed traction distribution for utilization by electric engine
hauled trains.

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I. Images of Bina Solar plant

181
J. Transformer Details

182
Annexure- J: RDSO REPORT ON “FEEDING SOLAR POWER AT
SP/SSP/TSS AT 25 KV

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 Page 1 of 12 Report No. Report on “Feeding solar power at SP/SSP/TSS at 25 kV
TI/REPORT/PSI/2019/00135 along with required protection”

GOVERNMENT OF INDIA

MINISTRY OF RAILWAYS

REPORT
ON
FEEDING SOLAR POWER AT SP/SSP/TSS AT 25 KV
ALONG WITH REQUIRED PROTECTION
Report No. TI/REPORT/PSI/2019/00135

October, 2019

Issued by
TRACTION INSTALLATION DIRECTORATE,
RESEARCH DESIGNS & STANDARDS ORGANISATION,

MANAK NAGAR,

LUCKNOW– 226 011.

[web site: www.rdso.indianrailways.gov.in]

(For official use only)

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TI/REPORT/PSI/2019/00135 along with required protection”

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Report on “Feeding Solar Power at SP/SSP/TSS at 25 kV along with

required protection”

1. TRACTION APPLICATION
Indian Railways has some patches of spare land across the tracks as well as in certain
pockets. These lands can be fruitfully exploited for harnessing solar power for traction
application. The solar power thus generated will contribute in meeting part of traction
energy requirements.

The typical scheme for power evacuation at 25 KV is shown in following figure. Since
power for traction application is to be fed at 25KV, the DC voltage generated by the PV
array need to be converted to AC and stepped up to 25 KV before connecting to OHE
network. Proper protection from both the sides should be incorporated for the
transformer and for the feeder between solar substations to TSS. It is important to
isolate solar feeder in case of the faults /breakdown and when power is switched off for
maintenance through Circuit breakers to avoid unwanted feed and safety. This will also
require changes in SCADA.

Constraints for Feeding Solar Power into 25 KV OHE-

Following are the major constraints for solar power feed into 25 KV OHE network.-
1. The frequency of the solar power should be within +- 3% which is permissible as
per IE Rule 1956.
2. The current in the OHE at no point should exceed 600 Amp and this is the
maximum current carrying capacity of 25 KV OHE. An overloading of 15% may
be allowed only for 10 minutes.
3. The THD for voltage at the connection point shall not exceed 5% with no
individual harmonic higher than 3%. THD for current drawn from the
transmission system at the connection point shall not exceed 8%. Hence effective
filters are required to filter out the third and higher harmonics along with DC
components from solar power.
4. Special provisions has to be made to isolate the solar power immediately in the
event of uncommand opening of the feeder circuit breakers at TSS or any PV
plant feeding CB.
5. Suitable safeguards have to be worked out for power blocks & segregations to
avoid accidental mistakes due to human factor.
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Pre-requisites for evacuation of Solar Energy for traction:

In order to ensure PV plant evacuation successfully through OHE for traction
requirements following four components will have to be critically designed.

a) Intelligent/ Smart PV power Controller Unit

The solar power has to be fed to the 25 KV OHE through Intelligent/ Smart
controller which should regulate the PV power in such a way that it should
cater the traction demand till the traction power demand exceeds PV rated/
available capacity. Once the traction demand exceeds the rated/ available
capacity of the PV plant, it should regulate the PV power and ensure extra
power flow from OHE.

b) Protection System-
1. In case of occurrence of OHE faults, fault currents will be supplied by Solar
Station installed at SP/ SSP/ TSS connected to 25 kV bus at different posts
and the Traction Power Transformer. Hence the fault clearing time of the
respective protective equipment will be different depending upon the location
of fault and fault impedance. The protective schemes should be designed
accordingly to plan sequence of the isolation of the respective plants.
2. The major portion of the fault current will be contributed by TSS Transformer
and PV plants at SP/ SSP/ TSS will contribute only nominally. OC setting in
the relay has to be set less than the Short Circuit current defined by the fault
level of the PV plant.
3. When a fault occurs at OHE the protection scheme as in the figure, the
tripping of different circuit breakers feeding the OHE may not occur almost
simultaneously. To make all these circuit breakers trip almost
simultaneously, suitable modifications shall be incorporated in the SCADA.
Since reliability of SCADA cannot be ensured hence communication through
present SCADA channel is not recommended.
4. It is recommended to provide OFC for proper inter-tripping of CBs connected
to OHE in case any solar CB/Feeder CB trips uncommented at any post on
OHE fault. Additionally PT status can also be sent through these OFC for
switching the settings from SCADA for complying the feeding conditions with
solar ON and solar OFF. The OFC will be treated as main communication
channel while SCADA may be considered as secondary using other path to
ensure the tripping of all CBs feeding the OHE fault.
5. In case of OHE fault, sources feeding the fault are all Solar Station installed
at SP, SSP, TSS connected to 25 kV bus at concerned post along with Traction
Power Transformer getting supply from grid.
6. The major portion of the fault current will be fed by TSS Transformer, hence
it will operate first and it may have higher settings for protection compared
to the solar plants. Since the fault is at OHE, Solar power at SP & SSP also
drains its power and the current will be its short circuit current neglecting
the fault impedance. OC setting in the relay less than the Short Circuit
current defined for installed capacity of solar power can trip the solar CB and
get isolated from the fault.
7. Following protection will be required for the OHE, if solar power is connected
to the OHE. If certain relays are provided in the PCU itself, that particular
relay will no longer require separately.

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a. Over Current Protection

b. Distance Protection
c. Synch Check Relay
d. Reverse power flow Relay
e. Restricted Earth fault Relay
f. AC/ DC Monitoring relay
g. Delta-I Relay

Following relays shall be applicable for transformer protection

a. Restrictive Earth Fault protection (REF)
b. Instantaneous OCR (only for primary side).
c. IDMT OCR
d. Differential relay

c) Reliable Communication-
The present SCADA system will not be able to cater the requirement of reliable
communication for the protective system components. There has been a
requirement of reliable communication channel for the PT status of different
PV plants and TSS. This can be achieved through optical fibre channels. Few
more provisions for displaying instantaneous power flow through these PV
plants on SCADA has also to be made.

d) Metering:
Presently the TSS is the only metering point and most of the TSS are equipped
with the ABT meters. Suitable provisions have to be made at each solar
feeding point and suitable provisions have to be made in the SCADA software
to generate the solar plant related reports. In case any exchange of the power
with DISCOM is envisaged, net metering has to be provided in consultation
with DISCOMs.

Possible Configurations of PV plant connection to OHE:

There may be four different possibilities/ schemes for connecting solar power to traction
OHE. Namely feeding solar power at Switching Post- SP and/or SSP and feeding solar
power at TSS. Each of the four schemes scheme has its own merits and demerits. Based
on the site conditions decisions may be taken to use any of the scheme suggested below.

A. Direct Feeding At Switching Stations – SP and/ or SSP

In this scheme the solar power generated by solar plants installed along the tracks or
at vacant pockets will be fed to switching posts i.e. SPs and/ or SSPs. Typical scheme
of such system is shown in following figure.

5|Page
 Page 6 of 12 Report No. Report on “Feeding solar power at SP/SSP/TSS at 25 kV
TI/REPORT/PSI/2019/00135 along with required protection”

In this scheme, the solar power may be directly connected at SPs and/ or SSPs. Since
these installations are roughly 12 to 15 KM apart each solar plant will cater the load
requirements of this sub-section. Due to localized power generation and consumption,
there will be minimum current flow along the sub-sections during most of the time. As
a result the voltage drop and transmission losses will be less since solar power is fed to
nearest switching station. Cabling will also be less in case of PV modules are distributed
along the tracks. Not only this, the current carrying capacity of OHE is most effectively
utilized in this scheme. This scheme may be best suited for the solar plants installed
along the track, however a band of the land has to be left vacant for movements and
approach. The major advantages and disadvantage of this scheme includes-
Advantages-
1. The voltage drop and transmission losses will be less.
2. Cabling will also be minimum in case of PV modules are distributed along the
tracks
3. Since the local currents will be minimum for most of the time, the life of OHE will
be least affected due to least thermal stress on account of current.

Disadvantages-

1. Non Utilization of solar power during blocks or accidents. The PV plant can not
be kept in running in these conditions.
2. Increase in capital and maintenance costs due to long stretches of PV plants if
laid along the tracks.
3. Complex system due to multiple feeding posts of minor capacity.
4. Complex switching operation for segregation of elementary section during falt
localization.
5. Several Metering points.

Protection Scheme:

6|Page
 Page 7 of 12 Report No. Report on “Feeding solar power at SP/SSP/TSS at 25 kV
TI/REPORT/PSI/2019/00135 along with required protection”

The schematic of solar power connection with 25 kV bus at SPs/SSPs is shown below.
The protection scheme for the protection of OHE for feeding solar power at SPs/SSPs
will require considerable capital expenditure since there are no protective equipment
provided at SPs/SSPs at present. Also the requirement of land has to be seen for
installation of additional switchgears in switch yards and control panels in control
rooms.

25 kV 25 kV
25 kV/110V 25 kV/110V
CB CB
PT PT
Solar Power Line Solar Power Line

Feeder Protection Module Feeder Protection Module

CT Delta-I Relay CT Delta-I Relay
400-200/5 Synchro check Relay 400-200/5 Synchro check Relay
Reverse Power flow Relay Reverse Power flow Relay
Ac & DC monitoring Relay Ac & DC monitoring Relay

IOL NS

IOL NS

SSP SP

B. Direct Feeding at TSS-

This scheme is best suited to Indian Railways conditions in terms of capital
expenditure due to single feed point and best utilization of existing
equipment. Not only this, this configuration does not require any change
in the communication channel. The only limitation with this configuration
is that the PV power is limited by the current carrying capacity of the OHE.
There may be two possible schemes of this configuration.
a. At 25 KV Single Phase Bus
In this scheme the solar power generated by solar panels spread along the
track or localized, is brought to TSS at 25 KV and connected to 25 KV bus
bars at TSS. Typical scheme of such system is shown in following figure.

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 Page 8 of 12 Report No. Report on “Feeding solar power at SP/SSP/TSS at 25 kV
TI/REPORT/PSI/2019/00135 along with required protection”

At Sukhi Sewaiyan the Solar feeder will be terminated at 25 kV LV Bus in

TSS, with suitable protection for isolating the solar feeder in case of fault
to be given. M/s BHEL has agreed to provide Solar Power equipment and
installation upto to LV bus at TSS. SLD with suitable protection submitted
by M/s BHEL has been approved by RDSO vide letter dated 07.06.2019
and is being given below-

SLD of BHEL at
Sukhi Sewaiyan

The advantages and disadvantages of this scheme is detailed below.

Advantages-
1. Minimum switching equipment as Single CB would be enough for
terminating Solar Power at 25 kV bus at TSS.
2. Relays required shall be only for tripping Solar feeder CB in case of bus
fault.
3. No major changes in the existing protection scheme at TSS.
4. Simple Protection scheme since the over current, synchorizations, short
circuit etc can be incorporated in the PCU itself in this scheme.
5. If tied up with the DISCOMs, the solar power during the power blocks can
be fed back to GSS and claim the rebate in the electricity bills.

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 Page 9 of 12 Report No. Report on “Feeding solar power at SP/SSP/TSS at 25 kV
TI/REPORT/PSI/2019/00135 along with required protection”

Disadvantages-
1. More cabling to connect all solar power panels along the track and then
finally injecting the power at 25 KV bus at TSS
2. Maximum solar power that can be harnessed is limited due to maximum
current carrying capacity of OHE

Protection Scheme:
The schematic of solar power connection with 25 kV bus at TSS is given below.

Traction Transformer
LV (25 kV) CB

CT 25 kV
400-200/5 CB
Solar Power Line

Feeder Protection Module

Under Voltage & Over

25kV voltage Relay
FCB
Ac & DC monitoring Relay

NS

NS

TSS

b. Feeding at TSS- at 220 KV/ 132KV-2 Phase Bus

In this scheme the solar power generated along the track is brought to TSS
at 132 KV and connected to 132 KV bus bar. This scheme differs from the
above scheme since solar power is fed at high voltage thus the transformer
will contributing additional loss. However this scheme may be useful if the
power exchange agreement is agreed upon with the DISCOMs.

9|Page
 Page 10 of Report No. Report on “Feeding solar power at SP/SSP/TSS at 25 kV
12 TI/REPORT/PSI/2019/00135 along with required protection”

The solar power station to be set up by REMCL at Diwana TSS, will have
the solar power terminated at 132 kV Bus bar. The solar power from PV
panel at 3000 VDC will be converted into 3000AC with the help of suitable
converter and further shall be stepped up to 25 kV ac Single Phase by
using Loco transformer. Scheme and methodology for feeding solar power
system has been issued to REMCL.

SLD at Diwana

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12 TI/REPORT/PSI/2019/00135 along with required protection”

Since in this scheme solar power is connected to 132 KV bus, the 25 KV

OHE is least affected. The maximum current carrying capacity of 25 KV

OHE do not impose any restriction to the maximum solar power fed to
TSS. However this scheme requires more cabling due to connecting all the
solar power stations along the track and then finally injecting the power
at 132 KV bus at TSS.

Advantages & disadvantages of the scheme when solar power feeders are
connected at TSS at HV bus are almost the same as the previous scheme.

Feeder Protection-
a. Backup protection of electrical transformer is provided by Over
Current and Earth fault protection against external short circuit and
excessive over loads. The relay required may be IDMT or definite time
overcurrent relay.
b. Existing loco transformer protection already proven shall be
applicable. Whenever in feed protection acts it should trip the load
side breaker also.
c. Over current and earth fault protection relays may also be provided in
load side of the transformer too but it should not inter trip the primary
side CB.
d. In case feeder CB at TSS trips on OHE fault, the CB provided for feeding
solar power to OHE should also trip through communication as fast as
possible.

C. Mixed Scheme

Typical scheme of such system is shown in following figure.

This scheme has the PV plants at switching stations SP, SSP and TSS.

Advantage:
1. The voltage drop and transmission losses are minimum.
2. Cabling is minimum since solar power is fed to nearest switching station.
3. Current carrying capacity of OHE is most effectively utilized in this
scheme.
4. Solar power is utilized to the maximum extent.

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12 TI/REPORT/PSI/2019/00135 along with required protection”

Disadvantage:
1. Non Utilization of solar power during blocks or accident.
2. Increase in cost due to multiple feeding posts & associated equipment.
3. Complex switching operation for segregation of elementary section during
fault localization.
4. Several Metering points.

Protection Scheme:
The schematic of solar power connection with 25 kV bus at TSS is shown above.
The protection scheme for the protection of OHE in case all posts are connected
with solar power from individual solar plant is generalized below.

Single line diagram of protection scheme

Traction Transformer
LV (25 kV) CB

CT 25 kV 25 kV 25 kV
25 kV/110V 25 kV/110V
400-200/5 CB CB CB
PT PT
Solar Power Line Solar Power Line Solar Power Line

Feeder Protection Module

Feeder Protection Module Feeder Protection Module
Under Voltage & Over CT Delta-I Relay CT Delta-I Relay
25kV voltage Relay 400-200/5 Synchro check Relay 400-200/5 Synchro check Relay
FCB Reverse Power flow Relay Reverse Power flow Relay
Ac & DC monitoring Relay Ac & DC monitoring Relay Ac & DC monitoring Relay

NS IOL NS

IOL NS

NS

TSS SSP SP

12 | P a g e
 STANDARD

POWER PURCHASE AGREEMENT

FOR

PROCUREMENT OF .........MW SOLAR POWER

ON LONG TERM

for
Setting up of Land Based Solar PV Power plant on Private/Farmers Land near the Traction
Sub-station (TSS) at 25 kV connectivity under Tariff Based Competitive Bidding

RfS No. REMCL/CO/Solar/Phase-IV/2022 Dated: 10.05.2022

Between

…………….. [Insert Name of Solar Power Developer]

And
Nodal Railway ……………………………

…………. [Insert month and year]

1
 Contents
ARTICLE 1: DEFINITIONS AND INTERPRETATION .................................................................................. 6
ARTICLE 2: TERM OF AGREEMENT.......................................................................................................... 18
ARTICLE 3: CONDITIONS SUBSEQUENT ................................................................................................. 20
ARTICLE 4: CONSTRUCTION & DEVELOPMENT OF THE PROJECT..................................................... 23
ARTICLE 5: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL OPERATION .................. 35
ARTICLE 6:DISPATCH AND SCHEDULING .............................................................................................. 38
ARTICLE 7:METERING ............................................................................................................................... 39
ARTICLE 8: INSURANCES .......................................................................................................................... 41
ARTICLE 9: APPLICABLE TARIFF ............................................................................................................. 43
ARTICLE 10: BILLING AND PAYMENT ..................................................................................................... 44
ARTICLE 11: FORCE MAJEURE .................................................................................................................. 50
ARTICLE 12: CHANGE IN LAW .................................................................................................................. 56
ARTICLE 13: EVENTS OF DEFAULT AND TERMINATION ..................................................................... 59
ARTICLE 14: LIABILITY AND INDEMNIFICATION ................................................................................. 64
ARTICLE 15: ASSIGNMENTS AND CHARGES .......................................................................................... 67
ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION ............................................................. 68
ARTICLE 17:MISCELLANEOUS PROVISIONS .......................................................................................... 70
ARTICLE 18: LAND ARRANGEMENT
SCHEDULE 1: FORMAT OF THE PERFORMANCE BANK GUARANTEE ............................................... 78
SCHEDULE 2: FORMAT OF PAYMENT ON ORDER INSTRUMENT TO BE ISSUED BY
IREDA/REC/PFC .......................................................................................................................................... 81
SCHEDULE 3: COMMISSIONING PROCEDURE ........................................................................................ 85
SCHEDULE-4: PROJECT TIMELINES ......................................................................................................... 86
APPENDIX-1: COMMISSIONING PROCEDURE......................................................................................... 87
APPENDIX-2: INSTALLATION REPORT .................................................................................................... 90
APPENDIX-3: SAMPLE COMMISSIONING CERTIFICATE OF SOLAR PV POWER PROJECT ..............
91
APPENDIX-4 Not used
APPENDIX-5: RBI LETTER OF MANDATE FORM .................................................................................... 97
APPENDIX-6: INTEGRITY PACT ................................................................................................................ 98

2
 This Power Purchase Agreement is made on the…….[Insert date] day of [Insert
month] of …….. [Insert year] at [Insert place]

Between

………………. [Insert name of the Solar Power Developer], a Company incorporated

under the Companies Act 1956 or Companies Act 2013, having its registered office at
…………..[Insert address of the registered office of Solar Power Developer]
(hereinafter referred to as “Solar Power Developer or SPD”, 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

…………………..Railway, a part of Indian Railway (hereinafter referred to as

“Railways”, having its office at ………… (which expression shall, unless repugnant to
the context or meaning thereof, include its successors and permitted assigns) as a Party
of the Second Part;

The SPD and ……………….Railway are individually referred to as ‘Party’ and collectively
referred to as ‘Parties’.
WHEREAS:
A. The Government of India has announced the Policy for promotion of the Solar
Power in the country and has provided a target of becoming Net Zero Carbon
Emitter by the year 2030.
B. The Ministry of Power, Government of India has issued the Guidelines for the
Tariff- based Competitive Bidding Process for procurement of power generated
from the Grid/Railway Transmission System connected Solar Power Project vide
Resolution dated 3rd August 2017, including subsequent amendments and
clarifications.
C. REMC Limited on behalf of Railways had accordingly invited proposals in a
single stage bidding process. In the bidding process, through [tender notice/ Request
for Selection No. *** dated ***] applicants were shortlisted for the evaluation of
their Price Bid. The successful bidder with lowest Price Bid will execute the solar
project including operation and maintenance (O&M) of the system(s) for a period of
25 years after commissioning of project, on design, build, finance, operate and
3
 transfer (DBFOT) basis in terms of the above Policy of the Government of India;
D. REMC Limited had initiated a Tariff Based Competitive Bid Process for procurement
of ……… MW of the power generated from the Grid/Railway Transmission System-
connected Solar Power Projects in……….. on the terms and conditions contained in the
Request for Selection (herein after referred to as `RFS’) issued by REMC Limited vide RFS
No ……………….. dated ……………….

E. [Insert Name of the Solar Power Developer] (hereinafter referred to as ‘SPD’)

has been selected in the Competitive Bidding Process for development, generation
and supply of electricity from the ……………MW Solar Power Project to be
established by SPD at following locations and for supply of such electricity by SPD
to Zonal Railway.

Sr.NO. TSS Name Capacity

F. REMC LTD. has issued the Letter of Award No……………..dated… in favour of the
SPD for development and establishment of the ................... MW Solar Power Project at
……………………
in the State of ................... as per the terms and conditions contained in the RfS, draft
of this Power Purchase Agreement circulated at the time of the bidding and other
bidding documents as well as the conditions contained in the Letter of Award;

G. …………………..Railway has agreed to purchase such Solar Power from the SPD
as a Procurer as per the provisions of the RfS. Accordingly, Zonal Railway has
agreed to sign/has signed a Power Purchase Agreement with the SPD as per the
provisions of the above said scheme;

H. In terms of the RfS and the Bidding Documents, the SPD has furnished the
Performance Bank Guarantee/ Payment on Order Instrument in the sum of
Rs………..in favour of Zonal Railway as per the format provided as a part of the
Bidding Documents and a copy of the Bank Guarantee/ Payment on Order
Instrument provided is in Schedule – 1/ 2 to this agreement;

I. The SPD has fulfilled the terms of the bidding and the terms of the Letter of Award
for signing this Power Purchase Agreement as a definitive agreement for

4
 establishing the Solar Power Project of……………..MW at , [Insert Project
location]
for generation and sale of electricity by the SPD to Zonal Railway as per the Power
Purchase Agreement to be entered into with the SPD;

J. Not used

K. The parties have agreed to execute this Power Purchase Agreement in terms of the
provisions of the RfS, the bidding documents and the Letter of Award in regard to
the terms and conditions for establishment of the Solar Power Project at……,[Insert
name of state] and for generation and supply of electricity by the SPD.

Now therefore, in consideration of the premises and mutual agreements, covenants and
conditions set forth herein, it is hereby agreed by and between the Parties as follows:

5
 ARTICLE 1: DEFINITIONS AND INTERPRETATION

1.1 Definitions

The terms used in this Agreement, 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.

“Act” or shall mean the Electricity Act, 2003 and include any modifications,
“Electricity amendments and substitution from time to time;
Act, 2003”
“Adjusted Equity” Shall mean the Equity funded in Indian Rupees and adjusted on the
first day of the current month (the “Reference Date”), in the manner
set forth below, to reflect the change in its value on account of
depreciation and variations in Wholesale Price Index (WPI), and for
any Reference Date occurring between the first day of the month of
Appointed Date (the date of achievement of Financial Closure) and
the Reference Date;
i. On or before Commercial Operation Date (COD), the Adjusted
Equity shall be a sum equal to the Equity funded in Indian Rupees
and expended on the Project, revised to the extent of one half of the
variation in WPI occurring between the first day of the month of
Appointed Date and Reference Date;
ii. An amount equal to the Adjusted Equity as on COD shall be
deemed to be the base (the “Base Adjusted Equity”);
iii. After COD, the Adjusted Equity hereunder shall be a sum equal to
the Base Adjusted Equity, reduced by 0.333% (zero point three three
three percent) thereof at the commencement of each month following
the COD [reduction of 1% (one percent) per quarter of an year] and
the amount so arrived at shall be revised to the extent of variation in
WPI occurring between the COD and the Reference Date;
For the avoidance of doubt, the Adjusted Equity shall, in the event of
termination, be computed as on the Reference Date immediately
preceding the Transfer Date; provided that no reduction in the
Adjusted Equity shall be made for a period equal to the duration, if
any, for which the PPA period is extended, but the revision on
account of WPI shall continue to be made.
“Agreement” or shall mean this Power Purchase Agreement including its recitals and
"Power Purchase Schedules, amended or modified from time to time in accordance
Agreement" or with the terms hereof;
"PPA"

6
 "Appropriate Unless otherwise stated, Appropriate Commission shall mean Central
Commission" Electricity Regulatory Commission;
"Bill Dispute shall mean the notice issued by a Party raising a Dispute regarding a
Notice" Monthly Bill or a Supplementary Bill issued by the other Party;
“Business Day” Shall mean with respect to SPD and Zonal Railway, a day other than
Sunday or a statutory holiday, on which the banks remain open for
business in Delhi;
“Buying Entity” Shall mean Zonal Railway who agreed to purchase the solar power
from SPD and execute the Power Purchase Agreement with SPD,
and requires Solar power to fulfill its solar RPO under respective
RPO regulations;

“Capacity shall have the same meaning as provided in CERC (Terms and
Utilization Conditions for Tariff determination from Renewable Energy
Factor” or “CUF” Sources) Regulations, 2009 as amended from time to time; However,
for avoidance of any doubt, it is clarified that the CUF shall be
calculated on the Contracted Capacity;

In any Contract Year, if ‘X’ MWh of energy has been metered out at
the Delivery Point for ‘Y’ MW Project capacity, CUF= (X MWh/(Y
MW*8766)) X100%;
“CERC” shall mean the Central Electricity Regulatory Commission of India,
constituted under sub – section (1) of Section 76 of the Electricity
Act, 2003, or its successors;
“CTU” or “Central shall mean the Government Company notified by the Central
Transmission Government under Sub-Section (1) of Section 38 of the Electricity
Utility” Act, 2003.
“Change in Law” shall have the meaning ascribed thereto in Article 12 of this
Agreement;
“Commissioning” The Project will be considered as commissioned if all equipment as
per rated Project Capacity has been installed and energy has flown
into Grid/Railway Transmission System, in line with the
Commissioning procedures defined in the
PPA.
“Commercial shall mean the date on which the commissioning certificate is issued
Operation Date upon successful commissioning (as per provisions of this
(COD)” Agreement) of the project or the last part capacity; of the Project as
the case may be;
“Competent Court shall mean any court or tribunal or any similar judicial or quasi-
of Law” judicial body in India that has jurisdiction to adjudicate upon issues
relating to this Agreement;

7
“Consents, shall mean all authorizations, licenses, approvals, registrations,
Clearances and permits, waivers, privileges, acknowledgements, agreements, or
Permits” concessions required to be obtained from or provided by any
concerned authority for the purpose of setting up of the generation
facilities and/ or supply of power;
“Consultation shall mean the period of ninety (90) days or such other longer period
Period” as the Parties may agree, commencing from the date of issuance of a
SPD Preliminary Default Notice or Zonal Railway Preliminary
Default Notice as provided in Article 13 of this Agreement, for
consultation between the Parties to mitigate the consequence of the
relevant event having regard to all the circumstances;
“Contract Year” shall mean the period beginning from the Effective Date and ending
on the immediately succeeding March 31 and thereafter each period
of 12 months beginning on April 1 and ending on March 31
provided that:
(i) in the financial year in which the Scheduled Commissioning
Date would occur, the Contract Year shall end on the date
immediately before the Scheduled Commissioning Date and a
new Contract Year shall commence once again from the
Scheduled Commissioning Date and end on the immediately
succeeding March 31, and thereafter each period of twelve (12)
months commencing on April 1 and ending on March 31,and
(ii) provided further that the last Contract Year of this Agreement
shall end on the last day of the Term of this Agreement
"Contracted shall mean …… [Insert capacity] MW contracted with Zonal
Capacity" Railway for supply by the SPD at the Delivery Point from the Solar
Power Project. It shall be equal to the Project Capacity as defined;
“Day” shall mean a day, if not a Business Day, the immediately succeeding
Business Day.

8
“Debt Due” shall mean the aggregate of the following sums expressed in Indian
Rupees outstanding on the Transfer Date:
i. The principal amount of the debt provided by the Senior Lenders
under the Financing Agreements for financing the Total Project Cost
(the ‘Principal’) but excluding any part of the principal that had
fallen due for repayment 2 (two) years prior to the Transfer Date;
ii. All accrued interest, financing fees and charges payable under the
Financing Agreements on, or in respect of, the debt referred to in
sub- clause (i) above until the Transfer Date but excluding: (i) any
interest, fees or charges that had fallen due one year prior to the
Transfer Date,
(ii) any penal interest or charges payable under the Financing
Agreements to any Senior Lender, (iii) any pre-payment charges in
relation to accelerated repayment of debt except where such charges
have arisen due to Utility Default, and (iv) any Subordinated Debt
which is included in the Financial Package and disbursed by lenders
for financing the Total Project Cost.
Provided that if all or any part of the Debt Due is convertible in to
Equity at the option of Senior Lenders and/or the Concessionaire, it
shall for the purposes of this Agreement be deemed not to be Debt
Due even if no such conversion has taken place and the principal
thereof shall be dealt with as if such conversion had been undertaken.

Provided further that the Debt Due, on or after COD, shall in no case
exceed 80% (eighty percent) of the Total Project Cost.
“INTER- The Solar Power Plant should be designed for connectivity to 25
CONNECTION
kV Single phase AC system Railway transmission line / Traction
POINT/ DELIVERY/
METERING POINT” Sub Station (TSS) / Sectioning & Paralleling Post (SP) / Sub-
Sectioning & Paralleling Post (SSP) / Over Head Equipment
(OHE); As specified in the Bid document. Metering shall be done
at this interconnection point where the power is injected. For
interconnection with Grid/Railway Transmission System and
metering, the SPDs shall abide by the relevant CERC / SERC
Regulations, Grid/Railway Transmission System Code and Central
Electricity Authority (Installation and Operation of Meters)
Regulations, 2006 as amended and revised from time to time (as
applicable).

9
 “Dispute” shall mean any dispute or difference of any kind between Zonal
Railway and the SPD, in connection with or arising out of this
Agreement including but not limited to any issue on the
interpretation and scope of the terms of this Agreement as provided
in Article 16 of this Agreement;
"Due Date" Due Date shall mean the forty-fifth (45th) day after a Monthly Bill
(including all the relevant documents) or a Supplementary Bill is
received in hard copy and duly acknowledged by the Zonal Railway
or, if such day is not a Business Day, the immediately succeeding
Business Day, by which date such Monthly Bill or a Supplementary
Bill is payable by the Zonal Railway;
“Effective Date” shall have the meaning ascribed thereto in Article 2.1 of this
Agreement;
“Electricity Laws” shall mean the Electricity Act, 2003 and the rules and regulations
made there under from time to time along with amendments thereto
and replacements thereof and any other Law pertaining to electricity
including regulations framed by the Appropriate Commission;
"Energy Accounts" shall mean the regional energy accounts/state energy accounts as
specified in the Grid/Railway Transmission System Code issued by
the appropriate agency for each Month (as per their prescribed
methodology), including the revisions and amendments thereof or
where such regional energy accounts/ state energy accounts are not
issued, Joint Meter Reading (JMR) will be considered; Zonal
Railway reserves the right to choose from any of the above, i.e.
(REA)/SEA/JMR/Appropriate Nodal Agency, based on the acceptance
of the same by the Appropriate Commission for RPO obligation;
“Event of Default” shall mean the events as defined in Article 13 of this Agreement;
“Expiry Date” Shall mean the date occurring as on twenty-five (25) years from the
Scheduled Commissioning Date subject to that the supply of power
shall be limited for a period of 25 years from the Scheduled
Commissioning Date unless extended by the Parties as per this
Agreement;
“Financial Closure” shall mean compliance with the requirements under Article 3.1 of this
Agreement;
“Financing shall mean the agreements pursuant to which the SPD has sought
Agreements” financing for the Power Project including the loan agreements,
security documents, notes, indentures, security agreements, RBI
Letter of Mandate and other documents, as may be amended,
modified, or replaced from time to time, but without in anyway
increasing the liabilities of Zonal Railway;
"Force Majeure" or shall have the meaning ascribed thereto in Article 11 of this
“Force Majeure Agreement;
Event”

10
“Guidelines: or shall mean the Guidelines for Tariff Based Competitive Bidding
“Scheme” Process for Procurement of Power from Grid/Railway Transmission
System Connected Solar PV Power Projects issued by the Ministry of
Power on 3rd August 2017,
including subsequent amendments and clarifications;
"Grid/Railway shall mean the Grid/Railway Transmission System Code specified
Transmission System by the CERC under Clause (h) of Sub-section (1) of Section 79 of
Code" / the Electricity Act, as amended from time to time, and/or the State
“IEGC” Grid/Railway Transmission System Code as specified by the
or “State concerned State Commission, referred under Clause (h) of Sub-
Grid/Railway section (1) of Section 86 of the Electricity Act 2003, as applicable;
Transmission
System
Code”
“Indian shall mean the Government of India, Governments of state
Governmental (s)………..[Insert the name(s) of the state(s) in India, where the
Instrumentality” Power Project, Zonal Railway and SPD are located] and any ministry,
department, board, authority, agency, corporation, commission under
the direct or indirect control of Government of India or the above
state Government(s) or both, any political sub-division of any of
them; including any court or Appropriate Commission(s) or tribunal
or judicial or quasi-judicial body in India;

“Insurances” shall mean the insurance cover to be obtained and maintained by the
SPD in accordance with Article 8 of this Agreement;
"Interconnection shall mean the facilities on SPD’s side of the Delivery Point for
Facilities" scheduling, transmitting and metering the electrical output in
accordance with this Agreement and which shall include, without
limitation, all other transmission lines and associated equipment,
transformers, relay and switching equipment and protective devices,
safety equipment and RTU, Data Transfer and Acquisition facilities
for transmitting data subject to Article 7, the Metering System
required for supply of power as per the terms of this Agreement;

“Invoice” or “Bill” shall mean either a Monthly Bill / Supplementary Bill or a Monthly
Invoice/ Supplementary Invoice raised by any of the Parties;
“Joint Control” Shall mean a situation where none of the promoter share holders has
at least 51 % shareholding in the paid up share capital and voting
rights in the SPD, and the control is exercised jointly;
“Late Payment shall have the meaning ascribed thereto in Article 10.3.3 of this
Surcharge” Agreement;

11
 "Law" Shall mean in relation to this Agreement, all laws including
Electricity Laws in force in India and any statute, ordinance,
regulation, notification or code, rule, or any interpretation of any of
them by an Indian Governmental Instrumentality and having force of
law and shall further include without limitation all applicable rules,
regulations, orders, notifications by an Indian Governmental
Instrumentality pursuant to or under any of them and shall include
without limitation all rules, regulations, decisions and orders of the
Appropriate Commissions;

“Letter of Credit” or shall have the meaning ascribed thereto in Article 10.4 of this
“L/C” Agreement;
“MNRE” shall mean the Ministry of New and Renewable Energy, Government
of India;
"Month" shall mean a period of thirty (30) days from (and excluding) the date
of the event, where applicable, else a calendar month;
"Party" and Shall have the meaning ascribed thereto in the recital to this
"Parties" Agreement;
“Payment on Order shall mean the irrevocable unconditional letter of undertaking issued
Instrument” or “POI” by either of the three institutions, viz., (i) Indian Renewable Energy
Development Agency Limited (IREDA), or (ii) Power Finance
Corporation Limited, or (iii) REC Limited, as an alternative to
submission of Performance Bank Guarantee by the SPD to Zonal
Railway in the form attached hereto as Schedule 2;
“Payment Security shall have the meaning ascribed thereto in Article 10.4 of this
Mechanism” Agreement;
“Performance Bank shall mean the irrevocable unconditional bank guarantee, submitted
Guarantee” or “PBG” by the SPD to Zonal Railway in the form attached hereto as
Schedule 1;
“Pooling Substation/ means a point where more than one Solar power project may
Pooling Point” connect to a common transmission system. Multiple projects can be
connected to a pooling substation from where common transmission
system shall be constructed and maintained by the SPD(s) to get
connected to the Delivery Point. The voltage level for such common
line shall be the voltage level as indicated in “Interconnection Point”
under this Agreement. Further, the metering of the pooled power
shall be done at the injection point, i.e. the STU/Railway Traction
substation. However, the voltage level of transmission system of
individual projects up to the pooling substation may be at 33 kV and
above. Sub-meters shall be installed at the pooling substation for
metering and forecasting and scheduling of individual projects. The
losses in the common transmission system up to the injection point
shall be apportioned to the individual Projects for the purpose of
billing. Insuch case, it shall be responsibility of the SPD to obtain
and furnish the meter reading jointly by the SPD and any competent
authority (State Government or Central Government)

12
 (if applicable).

“Power Project” or shall mean the Solar power generation facility of Contracted Capacity
“Project” of ………..[Insert capacity as per LoA] MW, located at…………….
[Insert name of the place] in….[ Insert name of the District and
State] having a separate control system, metering and a single or
multiple point(s) of injection into the Grid/Railway Transmission
System at Delivery/Interconnection/Metering point at STU/Railway
Traction substation or in case of sharing of transmission lines, by
separate injection at pooling point. This includes all units and
auxiliaries such as water supply, treatment or storage facilities; bay/s
for transmission system in the switchyard, dedicated transmission
line up to the Delivery Point and all the other assets,
buildings/structures, equipment, plant and machinery, facilities and
related assets required for the efficient and economic operation of the
power generation facility; whether completed or at any stage of
development and construction or intended to be developed and
Constructed for the purpose of supply of power as per this
Agreement;
“Preliminary Default shall have the meaning ascribed thereto in Article 13 of this
Notice” Agreement;

13
 "Prudent Utility shall mean the practices, methods and standards that are generally
Practices" accepted internationally from time to time by electric utilities for the
purpose of ensuring the safe, efficient and economic design,
construction, commissioning, operation and maintenance of power
generation equipment and which practices, methods and standards
shall be adjusted as necessary, to take account of:
a) operation and maintenance guidelines recommended by the
manufacturers of the plant and equipment to be incorporated in the
Power Project;
b) the requirements of Indian Law; and the physical conditions at the
site of the Power Project
“RBI” shall mean the Reserve Bank of India;
“Rebate” shall have the same meaning as ascribed thereto in Article 10.3.4 of
this Agreement;
"RLDC" shall mean the relevant Regional Load Dispatch Centre established
under Sub-section (1) of Section 27 of the Electricity Act, 2003;
“RPC” Shall mean the relevant Regional Power Committee established by
the Government of India for a specific region in accordance with the
Electricity Act,2003for facilitating integrated operation of the power
system in that region;
"Rupees", "Rs.", shall mean Indian rupees, the lawful currency of India;
“ ”
“Scheduled shall mean ………………[Insert Date that is eighteen (18) months
Commissioning from the Effective Date of this Agreement as applicable];
Date” or “SCD” of the
Project
“SERC” shall mean the Electricity Regulatory Commission of any State in
India constituted under Section-82 of the Electricity Act, 2003 or its
successors, and includes a Joint Commission constituted under
Subsection (1) of Section 83 of the Electricity Act 2003;
“SLDC” shall mean the centre established under Sub-section (1) of Section31
of the Electricity Act 2003, relevant for the State(s) where the solar
project and / or Delivery Point is located;
“SLDC Charges” shall mean the charges levied by the SLDC of the state wherein the
Solar Power Project is located;
“Solar Photovoltaic shall mean the solar photovoltaic power project that uses sunlight for
Project” or “Solar conversion into electricity and that is being set up by the SPD to
PV Project” provide Solar Power to Zonal Railway as per the terms and
conditions of this Agreement;
“Solar Power” shall mean power generated from the Solar Photovoltaic Power
Project;
“State Transmission shall mean the Board or the Government company notified by the
Utility” or “STU” respective State Government under Sub-section (1) of Section 39 of
the Act;

14
"Tariff" or Shall have the same meaning as provided for in Article 9 of this
“Applicable Tariff” Agreement;
"Tariff Payment" shall mean the payments to be made under Monthly Bills as referred
to in Article 10 and the relevant Supplementary Bills;
“Termination shall mean the notice given by either Parties for termination of this
Notice” Agreement in accordance with Article 13 of this Agreement;
"Term of shall have the meaning ascribed thereto in Article 2 of this
Agreement" Agreement;
“Unit Subject to the compliance of conditions / procedure as detailed
Commissioning” under Schedule-2 of this Agreement, Unit Commissioning shall
mean the Solar PV Capacity (AC MW) to be commissioned as per
provisions of this Agreement and RfS document. Part
commissioning is not allowed.
“Unit Commercial shall mean the date of issuance of commissioning certificate for the
Operation Date respective part(s) of the Power Project subsequent to the
(UCOD)” demonstration of the compliance of commissioning as per this
Agreement and witnessed by the Committee duly constituted and
also start of injection and scheduling power from the Power Project
to the Delivery Point and availability / installation of all necessary
arrangements / equipment including RTU for scheduling of power
generated from the Project and transmission of data to the concerned
authority as per applicable regulation;
"Week" shall mean a calendar week commencing from 00:00 hours of
Monday, and ending at 24:00 hours of the following Sunday;
“Railway” means Zonal Railway / Nodal Railway (NR) / PUs / Railway
Training Institutes.

“Railway Traction shall mean 25 kV Railway transmission line / Traction Sub Station
System/ Railway (TSS) / Sectioning & Paralleling Post (SP) / Sub-Sectioning &
Transmission System” Paralleling Post (SSP) / Over Head Equipment (OHE).
“REMCL” shall mean REMC Limited. (formerly Railway Energy Management
Company Limited)
“Railway Electrical means PCEE’s authorized representative.
Engineer”
“Zonal shall mean Zonal Railway / Nodal Railway.
Railways/Railway/No
dal Railways”
“ZR” shall mean Zonal Railways (including workshops), Production Units
(PUs) & Railway Training Institutes. Words “ZR” and “Railways”
have been used interchangeably in RFS& PPA.

“Project Capacity” shall mean the Contracted Capacity of the Project at the point of
injection on which the Power Purchase Agreement has been signed.

15
1.2 Interpretation
Save where the contrary is indicated, any reference in this Agreement to:
1.2.1 “Agreement" shall be construed as including a reference to its Schedules and/or
Appendices and/or Annexures.
1.2.2 An "Article", a "Recital", a "Schedule” and a “paragraph / clause" shall be construed
as a reference to an Article, a Recital, a Schedule and a paragraph/clause
respectively of this Agreement;
1.2.3 A “crore” means a reference to ten million (10,000,000) and a “lakh” means a
reference to one tenth of a million (1,00,000);
1.2.4 An "encumbrance" shall be construed as a reference to a mortgage, charge, pledge,
lien or other encumbrance securing any obligation of any person or any other type
of preferential arrangement (including, without limitation, title transfer and
retention arrangements) having a similar effect;
1.2.5 “Indebtedness” shall be construed so as to include any obligation (whether incurred
as principal or surety) for the payment or repayment of money, whether present or
future, actual or contingent;
1.2.6 A "person” shall be construed as a reference to any person, firm, company,
corporation, society, trust, government, state or agency of a state or any association
or partnership (whether or not having separate legal personality) of two or more of
the above and a person shall be construed as including a reference to its successors,
permitted transferees and permitted assigns in accordance with their respective
interests;
1.2.7 "Rupee","Rupees”,“Rs”or new rupee symbol “ ” shall denote Indian Rupees, the
lawful currency of India;
1.2.8 The "Winding-up", "dissolution", "insolvency", or" reorganization" of a company or
corporation shall be construed so as to include any equivalent or analogous
proceedings under the Law of the jurisdiction in which such company or
corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation, Winding-up,
reorganization, dissolution, arrangement, protection or relief of debtors;
1.2.9 Words importing the singular shall include the plural and vice-versa.
1.2.10 This Agreement itself or any other agreement or document shall be construed as a
reference to this or to such other agreement or document as it may have been, or
may from time to time be, amended, varied, novated, replaced or supplemented.

16
1.2.11 A Law shall be construed as a reference to such Law including its amendments or
re- enactments from time to time.

1.2.12 A time of day shall, save as otherwise provided in any agreement or document be
construed as a reference to Indian Standard Time.
1.2.13 Different parts of this Agreement are to be taken as mutually explanatory and
supplementary to each other and if there is any inconsistency between or among
the parts of this Agreement, they shall be interpreted in a harmonious manner so as
to give effect to each part.
1.2.14 The tables of contents and any headings or sub-headings in this Agreement have
been inserted for ease of reference only and shall not affect the interpretation of
this Agreement.
1.2.15 All interest, if applicable and payable under this Agreement, shall accrue from day
today and be calculated on the basis of a year of three hundred and sixty-five (365)
days;
1.2.16 The words “hereof” or “herein”, if and when used in this Agreement shall mean a
reference to this Agreement;
1.2.17 The terms “including” or “including without limitation” shall mean that any list of
examples following such term shall in no way restrict or limit the generality of the
word or provision in respect of which such examples are provided;
1.2.18 This Agreement and other documents such as Request for Selection Documents,
Guidelines including subsequent clarifications, amendments and further
clarifications in regard to the tender shall be read in conjunction with each other
and interpreted in harmonious manner. However, in case of any
mismatch/contradiction between provisions of different documents, following
shall be the order of precedence:
1. Power Purchase Agreement
2. RfS Documents

17
 ARTICLE 2: TERM OF AGREEMENT

2.1 Effective Date

2.1.1 This Agreement shall come into effect from (Enter the date of signing of PPA) and
such date shall be referred to as the Effective Date.

2.1.2 The Parties agree that decisions pertaining to adoption of the Tariff and approval of
the same, for procurement of contracted capacity, shall be binding on all Parties
concerned, as contained in the Electricity Act, 2003 and any amendments thereof.
2.1.3 Not used

2.1.4 Not used

2.2 Term of Agreement

2.2.1 Subject to Article 2.3 and 2.4 of this Agreement, this Agreement shall be valid for
a term from the Effective Date until the Expiry Date. This Agreement may be
extended for a further period at least one hundred eighty (180) days prior to the
Expiry Date, on mutually agreed terms and conditions.
2.2.2 The SPD is free to operate their plants beyond the Expiry Date if other conditions like land
lease / Right to Use of Land (as applicable), permits, approvals and clearances etc. allow. In
such case unless otherwise agreed by the Railways, Railways shall not be obligated to procure
power beyond the Expiry Date.

2.3 Early Termination

2.3.1 This Agreement shall terminate before the Expiry Date if either Zonal Railway or
SPD terminates the Agreement, pursuant to Article 13 of this Agreement.
2.4 Survival
2.4.1 The expiry or termination of this Agreement shall not affect any accrued rights,
obligations and liabilities of the Parties under this Agreement, including the right
to receive penalty as per the terms of this Agreement, nor shall it affect the
survival of any continuing obligations for which this Agreement provides, either
expressly or by necessary implication, which are to survive after the Expiry Date
or termination including those under Article1 1 (Force Majeure), Article
13(Events of Default and Termination), Article 14 (Liability and Indemnification),
Article 16 (Governing Law and Dispute Resolution), Article 17 (Miscellaneous
Provisions), and other Articles and Schedules of this Agreement which expressly
or by their nature survive the Term or termination of this Agreement shall
18
continue and survive any expiry or termination of this Agreement.

19
 ARTICLE 3: CONDITIONS SUBSEQUENT

3.1 Satisfaction of conditions subsequent by theSPD

The SPD agrees and undertakes to duly perform and complete all of the following
activities including Financial Closure at the SPD’s own cost and risk
by .......................... [Enter the date as on 12 Months after the Effective Date], unless
such completion is affected by any Force Majeure event, or for the activities
specifically waived in writing by Zonal Railway:

a) The SPD shall make Project financing arrangements its Projects(s) and shall provide
necessary certificates to Zonal Railway in this regard;
The SPD shall submit to Zonal Railway the relevant documents as stated above,
complying with the Conditions Subsequent, within twelve (12) months from the
Effective Date.

3.2 Consequences of non-fulfillment of conditions subsequent and financial closure

3.2.1 In case of a failure to submit the documents as above, Zonal Railway shall encash
the Performance Bank Guarantee/ Payment on Order Instrument submitted by the
SPD, terminate this Agreement and remove the Project from the list of the selected
Projects by giving a notice to the SPD in writing of at least seven (7) days, unless the
delay (subject to the conditions that SPD has made / is making all possible efforts) or
caused due to a Force Majeure. Unless extended as per provisions of Article 3.2.1 (i)
of this Agreement in writing, the termination of the Agreement shall take effect upon
the expiry of the 7th day of the above notice.

(i) An extension, without any impact on the Scheduled Commissioning Date, can however
be considered, on the sole request of SPD, on payment of Rs.1000/-per day per MW
to Zonal Railway. Such extension charges are required to be paid Zonal Railway in
advance, for the period of extension required. In case of any delay in depositing this
extension charge, SPD shall pay an interest on this extension charge for the days
lapsed beyond due date of Financial Closure @ SBI-MCLR (1Year). In case such
delay in making payment of the extension charges to REMC Ltd. is more than 7
days, the termination of the Agreement shall take effect upon the expiry of such 7 th
day. This amount will go into the Payment Security Mechanism. In case of the SPD
meeting the requirements of conditions subsequent and financial closure before the
last date of such proposed delay period, the remaining amount deposited by the SPD
shall be returned Zonal Railway without interest. This extension will not have any
impact on the Scheduled Commissioning

20
 Date. Any extension charges paid so by the SPD, shall be returned to the SPD
without any interest on achievement of successful commissioning within the
Scheduled Commissioning Date, on pro-rata basis, based on the project capacity
commissioned as on Scheduled Commissioned Date. However, in case the SPD fails
to commission the Contract Capacity by Scheduled Commissioning Date, the
extension charges deposited by the SPD shall not be refunded by Zonal Railway.
3.2.2 For the avoidance of doubt, it is clarified that this Article shall survive the
termination of this Agreement.

3.2.3 In case of inability of the SPD to fulfil the conditions specified in Article 3.1 due to
any Force Majeure event, the time period for fulfillment of the Conditions
Subsequent and Financial Closure as mentioned in Article 3.1, shall be extended for
the period of such Force Majeure event.

3.2.4 Provided that due to the provisions of this Article 3.2.1, any increase in the time
period for completion of conditions subsequent and financial closure mentioned
under Article 3.1, shall also lead to an equal extension in the Scheduled
Commissioning Date.

3.3 Performance Bank Guarantee / Payment on Order Instrument

3.3.1 The Performance Bank Guarantee (PBG)/ Payment on Order Instrument (POI)
having validity from the date of submission of PBG / POI until Twenty-Seven (27)
months from the Effective Date and of Rs. 10.68 Lakh/MW to be furnished under
this Agreement shall be for guaranteeing the commencement of the supply of power
up to the Contracted Capacity within the time specified in this Agreement as per
format provided in Schedule1.

3.3.2 The failure on the part of the SPD to furnish and maintain the Performance Bank
Guarantee / Payment on Order Instrument shall be a material breach of the term of
this Agreement on the part of the SPD.

3.3.3 If the SPD fails to commence supply of power from the Scheduled Commissioning
Date specified in this Agreement or any further extension thereof granted by Zonal
Railway, subject to conditions mentioned in Article 4.5, Zonal Railway shall encash
the Performance Bank Guarantee / Payment on Order Instrument equivalent to the
amount calculated as per liquidated damages applicable under Article 4.6 as on the
date of encashmentwithout prejudice t o t he other rights of Zonal Railway unde r this
Agreement.
21
3.4 Return of Performance Bank Guarantee / Payment on Order Instrument
3.4.1 Subject to Article 3.3, Zonal Railway shall return / release the Performance Bank
Guarantee / Payment on Order Instrument immediately after the successful
Commissioning of the Project after taking into account any liquidated damages/
penalties due to delays in commissioning as per provisions stipulated in this
Agreement.

3.4.2 The return / release of the Performance Bank Guarantee / Payment on Order
Instrument shall be without prejudice to other rights of Zonal Railway under this
Agreement.

22
 ARTICLE 4: CONSTRUCTION & DEVELOPMENT OF THE PROJECT

4.1 SPD’s Obligations

4.1.1The SPD undertakes to be responsible, at SPD’s own cost and risk, for thefollowing:
a) The SPD shall be solely responsible and make arrangements for associated
infrastructure for development of the Project and for Connectivity with the
STU/Railway Traction System for confirming the evacuation of power by the
Scheduled Commissioning date and all clearances related thereto;
b) Obtaining all Consents, Clearances and Permits as required and maintaining all
Consents, Clearances and Permits in full force and effect during the Term of
this Agreement. Zonal Railway shall have no obligation to recommend to any
department/agency or the Government for the grant/permission for the Solar
Power Project. The Solar Power Developer shall, on his own, obtain
permissions/ sanctions from Government authorities, if any required for
establishing the Project. Any steps that may be taken by Zonal Railway in
regard to grant of such consents and permits or any other approval to be taken
by the SPD shall only be a voluntary endeavour with no intention of being
bound by any legal or binding obligation.
c) designing, constructing, erecting, commissioning, completing and testing the
Power Project in accordance with the applicable Law, the Grid/Railway
Transmission System Code, the terms and conditions of this Agreement and
Prudent Utility Practices.
d) the commencement of supply of power up to the Contracted Capacity to Zonal
Railway no later than the Scheduled Commissioning Date and continuance of
thesupply of power throughout the term of the Agreement;
e) connecting the Power Project switchyard with the Interconnection Facilities at
the Delivery Point; The SPD shall make adequate arrangements to connect
thePower Project switchyard with the Interconnection Facilities at
Interconnection/ Metering / Delivery Point/Railway transmission system.

f) owning the Power Project throughout the Term of Agreement free and clear of
encumbrances, except those expressly permitted under Article15;
g) maintaining its controlling shareholding (controlling shareholding shall mean
more than 50% of the voting rights and paid-up share capital) prevalent at the
time of signing of PPA up to a period of one(1) years after Commercial
Operation Date of the Project in line with Section III, Clause 18 of the RfS;
23
 However transfer of controlling shareholding within the same Group
Companies will be allowed with the permission of REMC LTD./Railways after
COD subject to the condition that the management control remains within the
same Group Companies;
h) Not used.
i) fulfilling all obligations undertaken by the SPD under this Agreement.
j) Executing transmission service agreement (if applicable) with STU /Railway
Traction System, for evacuation of the Contracted Capacity and maintaining it
throughout the term of the Agreement.
k) The SPD shall be responsible to for directly coordinating and dealing with the
Zonal Railway, Load Dispatch Centres, Regional Power Committees (if
applicable), and other authorities in all respects in regard to declaration of
availability, scheduling and dispatch of Solar Power and due compliance with
deviation and settlement mechanism and the applicable Grid/Railway
Transmission System code/State/Central Regulations as applicable.

l) The SPD shall fulfil the technical requirements according to criteria mentioned
under Annexure II–Technical requirement for Grid/Railway Transmission
System Connected Solar PV Power Projects under Guidelines for Tariff Based
Competitive Bidding Process for Procurement of Power from Grid/Railway
Transmission System Connected Solar Power Projects, issued by Ministry of
Power, vide resolution no.23/27/2017-R&R dated 03.08.2017 including
subsequent amendments and clarifications. The cells and modules used in the
Project shall be sourced only from the models and manufacturers included in
the “Approved List of Models and Manufacturers” as published by MNRE and
updated as on the date of commissioning of the Project.

m) Further, the Project being implemented under this Agreement shall fulfil the
criteria as per Central Electricity Authority (Technical Standards for
Connectivity to the Grid/Railway Transmission System) Regulations, 2007,
and subsequent amendments and clarifications thereof,
n) As part of scheduling of power from the Project, the SPD will be required to
punch-in their respective schedules and subsequent revisions, by themselves, at
the SLDC/RLDCs (if applicable) concerned for the corridor of power flow, as
per the Regulations in force, under intimation to Zonal Railway. Zonal Railway
may facilitate in identification of any discrepancy and assist the SPD for its
early rectification without any liability on Zonal Railway. The SPD shall be
24
 solely responsible for discrepancy identification and its rectification to avoid
any rejection/less payment of invoices.

4.1.2 Railway Obligations:

(i) For harnessing solar power by Railways for their own use, by installing solar power units,
through developer mode with utilization of complete energy by Railways through long term Power
Purchase Agreement (for the unit cost of solar power) for a period of 25 years. The developer to be
selected through tariff based competitive bidding.
(ii) upon written request from the SPD, and subject to the SPD complying with Applicable Laws,
provide reasonable support and assistance to the SPD in procuring Approvals required from any
Government Instrumentality for implementation and operation of the Project;
(iii) allow the SPD to operate the Project as a must-run generating facility, subject to Law and the
provisions of this Agreement;
(iv) make regular monthly payments to the SPD for the solar power generated and sold to Railways
at the tariff decided under this agreement;
(v) Not used
(vi) Not used
(vii) Not used.
(viii) Not used
(ix) Appoint/ Nominate [Chief] Electrical Inspector to conduct pre commissioning test to ensure
and certify the Safety Requirements. The safety certificate to this effect will be issued with the
approval of EIG;
4.1.3 Project Monitoring
(i) During the Construction Period, the SPD shall, no later than seven (7) days after the close
of each month, furnish to Railways and the Railway Electrical Engineer a monthly report
on progress of the Development Works and shall promptly give such other relevant
information as may be required by Railways and/or the Railway Electrical Engineer.
(ii) SPD to provide power evacuation scheme to Nodal Railway for approval. Nodal
Railway to approve the power evacuation scheme within 30 days of submission by
SPD. If there is delay in approval of drawings by Railways, Railways to extend the
schedule commissioning date accordingly.

4.2 Information regarding Interconnection Facilities

4.2.1 The SPD shall be required to obtain all information from the STU /Railway
Traction System/concerned authority with regard to the Interconnection Facilities
as is reasonably necessary to enable it to design, install and operate all
interconnection plant and apparatus on the SPD’s side of the Delivery Point to

25
 enable delivery of electricity at the Delivery Point. The transmission of power up
to the point of interconnection where the metering is done for energy accounting
shall be the responsibility of the SPD at its own cost.
4.2.2 Penalties, fines and charges imposed by the STU/ Railway Traction System as under
any statute or regulation in relation to delay in commissioning of Project shall be
payable by the SPD to the extent the delay is attributable to the SPD.
4.2.3 The responsibility of getting connectivity with the transmission system up to the
Interconnection Point, will lie with the SPD. The transmission of power up to the
point of interconnection where the metering is done for energy accounting shall be
the responsibility of the SPD at his own cost. The maintenance of Transmission
system up to the designated point as per the applicable terms and conditions shall
be the responsibility of the SPD. All costs and charges including but not limited to
the wheeling charges and losses up to and including at the Interconnection Point
associated with this arrangement will also be borne by the SPD.

4.2.4 Incase of Pooling substation, losses in the transmission line shall be apportioned
among the SPDs who share such a Pooling arrangement and duly signed by all
SPDs, based on their monthly generation.
4.2.5 The arrangement of connectivity shall be made by the SPD through a dedicated
transmission line. The entire cost of transmission including cost of construction of
line, any other charges, losses etc. from the Project up to the Interconnection Point
will be borne by the SPD. In case of non-availability of Grid/Railway Transmission
System and Transmission System during Term of this Agreement, for reasons not
attributable to the SPD, provisions of Article 4.10 shall be applicable.
4.2.6 Not Used.

4.3 Purchase and sale of Contracted Capacity

4.3.1 Subject to the terms and conditions of this Agreement, the SPD undertakes to sell
to Zonal Railway and Zonal Railway undertakes to pay Tariff for all the energy
supplied at the Delivery Point corresponding to the Contracted Capacity.
4.3.2 Not used.
4.4 Right to Contracted Capacity &Energy
4.4.1 The SPD will declare the CUF of the Project and will be allowed to revise the same
once within first year after COD of the full project capacity. Zonal Railway, in any
Contract Year except for the first year of operation, shall not be obliged to
purchase any additional energy from the SPD beyond Million kWh (MU).

26
Subsequent to commissioning of the Project, if for any Contract Year, it is found
that the SPD has not been able to supply minimum energy of Million kWh
(MU) till the end of 10 years from the SCD and ………….. Million kWh (MU) for
the rest of the Term of the Agreement, on account of reasons solely attributable to
the SPD, the non-compliance by SPD shall make the SPD liable to pay the
compensation. For the first year of operation, the above limits shall be considered
on pro-rata basis. In case of part commissioning (if applicable) of the Project, the
above limits shall be considered on pro-rata basis till the commissioning of full
capacity of the Project. The lower limit will, however be relaxable by Buyer to the
extent of Grid/Railway Transmission System non-availability for evacuation
which is beyond the control ofthe SPD (as certified by the SLDC/RLDC).

This compensation shall be applied to the amount of shortfall in generation during

the Contract Year. This compensation shall be applied to the amount of shortfall in
generation during the Contract Year. The amount of compensation shall be equal
to the amount payable (including RECs) by the Zonal Railway towards non -
meeting of RPO, which shall ensure that the Zonal Railway is offset for all
potential costs associated with low generation and supply of power under the PPA,
subject to a minimum of 25% (twenty-five per cent) of the cost of this shortfall in
energy terms, calculated at PPA tariff.

The reference to the compensation for shortfall and the amount being equal to the
compensation payable by Zonal Railway for not meeting RPO is only a measure of
damage. It shall not be construed that the compensation is payable by SPD only if
the Zonal Railways are required to pay compensation for such not meeting of RPO
or that the Zonal Railway or the SPD shall be required to prove or establish such
payment of compensation for not meeting the RPO.

SPD shall agree that the methodology specified herein above for calculation of
liquidated damages payable by the SPD for shortfall in generation is a genuine and
accurate pre- estimation of the actual loss that will be suffered by Zonal Railway.
SPD shall further acknowledge that a breach of any of the obligations contained
herein result in injuries and that the amount of the liquidated damages or the
method of calculating the liquidated damages specified in this document is a
genuine and reasonable pre-estimate of the damages that may be suffered by the
Zonal Railway in each case specified under this Agreement.

However, this compensation shall not be applicable in events of Force Majeure

27
 identified under the PPA with Zonal Railway, affecting supply of solar power by
the SPD.
4.4.2 Any excess generation over and above as per Article 4.4.1, may be purchased by
Zonal Railway at the tariff in term of as per Article 9, provided the Zonal Railway
consents to purchase such power. While the SPD would be free to install the DC
solar field as per its design of required output, including its requirement of
auxiliary consumption and to reconfigure and/or repower the Project from time to
time during the term of the PPA, it will not be allowed to sell any excess power to
any other entity other than Zonal Railway. The SPD shall be required to intimate
Zonal Railway about the proposed excess quantum of energy likely to be
generated from the Project within any Contract Year, at least 30 days prior to the
proposed date of commencement of excess generation. Zonal Railway shall be
required to intimate its approval/refusal to the SPD, for buying such excess
generation not later than 15 days of receiving the above offer from the SPD.
However, in case at any point of time, the peak of capacity reached is higher than
the contracted capacity and causes disturbance in the system at the point where
power is injected, the SPD will have to forego the excess generation and reduce the
output to the rated capacity and shall also have to pay the penalty/charges (if
applicable) as per applicable regulations / requirements / guidelines of CERC /
SERC /SLDC or any other competent agency.
Any energy produced and flowing into the Grid/Railway Transmission System
before Scheduled Commissioning Date shall not be at the cost of Zonal Railway.
Zonal Railway may agree to buy such power at a tariff as agreed to between SPD
and the Zonal Railway as its own discretion.

4.4.3 Solar power plants of all packages are connected to Railway Transmission system at 25 kV.
SPD shall ensure that there shall not be any export of solar power from Railway transmission
system to STU/CTU Grid/Railway Transmission System.

4.5 Extensions of Time

4.5.1 Inthe event that the SPD is prevented from performing its obligations under Article
4.1 by the Scheduled Commissioning Date due to:
a) any Zonal Railway Event of Default; or
b) Force Majeure Events affecting Zonal Railway, or
28
 c) Force Majeure Events affecting the SPD,
the Scheduled Commissioning Date and the Expiry Date shall be deferred, subject
to Article 4.5.6, for a reasonable period but not less than ‘day for day’ basis, to
permit the SPD through the use of due diligence, to overcome the effects of the
Force Majeure Events affecting the SPD or Zonal Railway, or till such time such
Event of Default is rectified by Zonal Railway.
4.5.2 Synchronization Certificate is required to be submitted prior to commissioning of the
Project. Subsequent to grant of connectivity & after completion of Project in all
aspects, in case there is a delay in grant of Synchronization/Charging Permission
by the STU/Railway Traction System or there is a delay in readiness of the
STU/Railway transmission system substation at the Delivery Point, including
readiness of the power evacuation and transmission infrastructure of the
STU/Railway Traction System’s network (at & beyond interconnection point,
disabling transmission & evacuation of power from Project) until SCD of the
Project, and following are established by the SPD:
i) The SPD has complied with the complete application formalities as per
Clause 7.10, Section III of the RfS,
ii) The SPD has adhered to the applicable procedure in this regard as
notified by the SERC/STU/Railway.
Under such condition, the delay in grant of Synchronization/charging permission
and/or delay in readiness of the STU/Railway Traction System substation at the
Delivery Point, including readiness of the power evacuation and transmission
infrastructure of the STU/Railway Traction System’s network will be considered as
factors beyond the reasonable control of the SPD and SCD for such Projects shall
be revised as the date as on 30th day subsequent to the readiness of the Delivery
Point and power evacuation infrastructure. Decision on requisite extension on
account of the above factor shall be taken by Railways on case to case basis after
examining the issue.
4.5.3 In case of extension due to reasons specified in Article 4.5.1(b) and (c), and if such
Force Majeure Event continues even after a maximum period of 180 days from the
date of the Force Majeure Notice, any of the Parties may choose to terminate the
Agreement as per the provisions of Article 11.10. In case neither party terminates
the Agreement under this clause, the Agreement shall stand terminated on the
expiry of twelve (12) months of the continuation of the Force Majeure event unless
the parties mutually agree to extend the Agreement for the further period.

29
4.5.4 If the Parties have not agreed, within thirty (30) days after the affected Party’s

performance has ceased to be affected by the relevant circumstance, on the time

period by which the Scheduled Commissioning Date or the Expiry Date should be
deferred, any Party may raise the Dispute to be resolved in accordance with Article
16.
4.5.5 As a result of such extension on account of Article 4.5.1 or Article 4.5.2, the newly
determined Scheduled Commissioning Date and newly determined Expiry Date
shall be deemed to be the Scheduled Commissioning Date and the Expiry Date for
the purposes of this Agreement.
4.5.6 Not Used.
4.5.7 Delay in commissioning of the project beyond the scheduled commissioning date
for reasons other than those specified in Article 4.5.1 & Article 4.5.2 shall be an
event of default on part of the SPD and shall be subject to the consequences
specified in the Article4.6.
4.6 Liquidated Damages not amounting to penalty for delay in Commissioning
4.6.1 The Project shall be fully commissioned within the Scheduled Commissioning
Date as defined in this Agreement. If the SPD is unable to commission the Project
by the Scheduled Commissioning Date for the reasons other than those specified in
Article
4.5.1 and 4.5.2, the SPD shall pay to Zonal Railway, damages for the delay in such
commissioning and making the Contracted Capacity available for dispatch by the
Scheduled Commissioning Date as per the following:
(a) Delay beyond the Scheduled Commissioning Date upto (& including) the date as
on 6 months after the Scheduled Commissioning Date, as part of the liquidated
damages, the total PBG/ POI amount for the Project shall be encashed on per day
basis and proportionate to the balance capacity not commissioned. For example,
in case of a Project of 100 MW capacity, if commissioning of 40 MW capacity is
delayed by 18 days beyond the SCD, then the liquidated damages shall be:
PBG/POI amount x (40/100) x (18/180). For the purpose of calculation of
liquidated damages, ‘month’ shall be considered consisting of 30days.
4.6.2 The maximum time period allowed for commissioning of the full Project Capacity
with encashment of Performance Bank Guarantee/ Payment on Order Instrument
shall be limited to 6 months after the SCD of the Project.In case, the
Commissioning of the Project is delayed beyond 6 months after the SCD, it shall
be considered as an SPD Event of Default and provisions of Article13 shall apply

30
 and the Contracted Capacity shall stand reduced / amended to the Project Capacity
Commissioned within 6 months after the SCD and the PPA for the balance
Capacity will stand terminated and shall be reduced from the projectcapacity.
4.6.3 The SPD further acknowledges that the amount of the liquidated damages fixed is
genuine and reasonable pre-estimate of the damages that may be suffered by Zonal
Railway as specified under this Agreement.

4.7 Acceptance/Performance Test

4.7.1 Prior to synchronization of the Power Project, the SPD shall be required to get the
Project certified for the requisite acceptance/performance test as may be laid
downby Central Electricity Authority or an agency identified by the central
government to carry out testing and certification for the Solar power projects.
4.8 Third Party Verification
4.8.1 The SPD shall be further required to provide entry to the site of the Power Project
free of all encumbrances at all times during the Term of the Agreement to Zonal
Railway for inspection and verification of the works being carried out by the SPD at

the site of the Power Project.

4.8.2 Zonal Railway may verify the construction works/operation of the Power Project
being carried out by the SPD and if it is found that the construction works/operation
of the Power Project is not as per the Prudent Utility Practices, it may seek
clarifications from SPD.

4.9 Breach of Obligations

4.9.1 Not used.

4.10 Generation compensation for Off-take constraints
4.10.1 Generation Compensation in offtake constraint due to Transmission Infrastructure
not complete/ready (Transmission constraint):After the Scheduled Commissioning
Date, subject to the submission of documentary evidences from the Competent
Authority, if the plant is ready in all respects including the dedicated transmission
line to be established by the SPD to connect to the Grid/Railway Transmission
System but the necessary power evacuation/ transmission infrastructure is not
ready, for reasons not attributable to the SPD, leading to offtake constraint, the
generation compensation from the Zonal Railway shall be restricted to the
following and there shall be no other claim, directly or indirectly against Zonal
Railway:
Transmission Constraint Provision for Generation Compensation
31
 If the Project is ready but
the necessary power
evacuation/transmission
infrastructure is not ready,
leading to offtake constraint
b. If the transmission delay is directly attributable
a. The normative CUF of 19% (nineteen per cent)
or committed CUF, whichever is lower, for the
period of Grid/Railway Transmission System
unavailability, shall be taken for
the purpose of calculation of generation loss.
Corresponding to this generation loss, the
excess generation by the SPD in the succeeding
3 (three) Contract Years, shall be procured by
Zonal Railway at the PPA tariff so as to offset
this loss.
to the organization building the transmission
network and some penalty is imposed on him,
then a part of that penalty may be utilized for
compensating the generation loss.

However, it is clarified that if the Project is ready for commissioning prior to the
Scheduled Commissioning Date, but the offtake is constrained because of
inadequate/incomplete power evacuation infrastructure, no compensation shall be
permissible.
4.10.2 Generation Compensation in offtake constraints due to Grid/Railway Transmission
System Unavailability: During the operation of the plant, there can be some
periods where the Project can generate power but due to temporary transmission
unavailability, the power is not evacuated, for reasons not attributable to the Solar
Power Developer. In such cases, subjectto the submission of documentary
evidences from the competent authority, the generation compensation from Zonal
Railway shall be restricted to the following and there shall be no other claim,
directly or indirectly against Zonal Railway:

Duration of Provision for Generation

Grid/Railway Compensation
Transmission System
unavailability

32
 Grid/Railway Generation Loss = [(Average Generation per hour
Transmission System during the Contract Year) × (number of hours of
unavailability in a Grid/Railway Transmission System unavailability
Contract Year: (only during the Contract Year)]
period from 8 am to 6 Where, Average Generation per hour during the
pm to be counted), for Contract Year (kWh) = Total generation in the Contract
Grid/Railway Year (kWh) ÷ Total hours of generation in
Transmission System the Contract Year.
unavailability beyond
50 hours in a Contract
Year:

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

4.10.3 Offtake constraints due to Backdown: The Solar Power Developer and Zonal
Railway shall follow the forecasting and scheduling process as per the
regulations in this regard by the Appropriate Commission. The Government of
India, as per Clause 5.2(u) of the Indian Electricity Grid/Railway Transmission
System Code (IEGC), encourages a status of “must-run” to solar power projects.
Accordingly, no solar power plant, duly commissioned, should be directed to
back down by a Discom/ Load Dispatch Centre (LDC)/Railway. In the
eventuality of backdown, except for the cases where the Backdown is on
account of events like consideration of Grid/Railway Transmission System
security or safety of any equipment or personnel or other such conditions,
subject to the submission of documentary evidences from the competent
authority, the SPD shall be eligible for a minimum generation compensation,
from Zonal Railway, restricted to the following and there shall be no other
claim, directly or indirectly against Zonal Railway:

Duration of Backdown Provision for Generation Compensation

33
 Hours of Backdown during Generation Compensation = 100% of [(Average
a monthly billing cycle. Generation per hour during the month) X
(number of backdown hours during the month)]
X PPA tariff
Where, Average Generation per hour during the
month (kWh) = Total generation in the month
(kWh) ÷ Total hours of generation in the month

The SPD shall not be eligible for any compensation in case the Back down is on
account of events like consideration of Grid/Railway Transmission System security
or safety of any equipment or personnel or other such conditions. The Generation
Compensation shall be paid as part of the energy bill for the successive month after
receipt of Energy Accounts (REA)/SEA/JMR/Appropriate Nodal Agency.

It is hereby clarified that for the purpose of Article 4.10, “generation” shall mean
scheduled/actual energy as applicable based on Energy Accounts. Notwithstanding
anything mentioned above, the provisions of Article 4.10 shall be applicable subject
to the acceptance of the same by the respective Zonal Railway.

4.11 The cells and modules used in the project shall be sourced only from the models and
manufacturers included in the 'Approved List of Models and Manufacturers’' as
published by MNRE and updated as on the date of commissioning of the project".

34
 ARTICLE 5: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL
OPERATION
5.1 Synchronization, Commissioning and Commercial Operation
5.1.1 The SPD shall give the concerned RLDC/SLDC/Railway and Zonal Railway at
least sixty (60) days’ advanced preliminary written notice and at least thirty (30)
days’ advanced final written notice, of the date on which it intends to synchronize
the Power Project to the Grid/Railway Transmission System System.
5.1.2 Subject to Article 5.1.1, the Power Project may be synchronized by the SPD to the
Grid/Railway Transmission System when it meets all the connection conditions
prescribed in applicable Grid/Railway Transmission System Code then in effect
and other wise meets all other Indian legal requirements for synchronization to the
Grid/Railway Transmission System.
5.1.3 The synchronization equipment and all necessary arrangements/ equipment
including RTU for scheduling of power generated from the Project and
transmission of data to the concerned authority as per applicable regulation shall
be installed by the SPD at its generation facility of the Power Project at its own
cost. The SPD shall synchronize its system with the Grid/Railway Transmission
System only after the approval of synchronization scheme is granted by the head
of the concerned substation/Grid/Railway Transmission System and
checking/verification is made by the concerned authorities of the Grid/Railway
Transmission System.
5.1.4 The SPD shall immediately after each synchronization/tripping of generator, inform
the sub-station of the Grid/Railway Transmission System to which the Power
Project is electrically connected in accordance with applicable Grid/Railway
Transmission System Code under intimation to Zonal Railway. In addition, the
SPD will inject in-firm power to Grid/Railway Transmission System time to time
to carry out operational/ functional test prior to commercial operation. For
avoidance of doubt, it is clarified that Synchronization / Connectivity of the
Project with the Grid/Railway Transmission System shall not to be considered as
Commissioning of the Project.
5.1.5 The SPD shall commission the Project as detailed in “Schedule 3: Commissioning
Procedure” within eighteen (18) Months of the Effective Date. Declaration of COD
/UCOD shall only be done subject to the demonstration of the compliances as per
Schedule-3 and subsequent upon the successful visit by the Commissioning

35
 Committee.
5.1.6 Part commissioning is not allowed.

5.1.7 The Parties agree that for the purpose of commencement of the supply of electricity
by SPD to Zonal Railway, liquidated damages for delay etc., the Scheduled
Commissioning Date or extended Scheduled Commissioning Date as defined in this
Agreement shall be the relevant date.
5.2 Early Commissioning

The SPD shall be permitted for full commissioning of the Project even prior to the
Scheduled Commissioning Date, subject to availability of transmission connectivity. Early
commissioning of the Project will be allowed solely at the risk and cost of the SPD, and
Railway shall purchase the energy from such early commissioned Project at the 75%
(seventy-five percent) of the PPA tariff. However, in case the entire capacity is
commissioned prior to SCD, Railway may purchase the generation at PPA Tariff.

While calculating the above value of 75% of the PPA tariff, the digits after 2 decimal places
will be ignored. For eg., in case the value of 75% of the PPA tariff is calculated as
2.4567/kWh, the tariff applicable for purchase in case of early commissioning will be read
as Rs. 2.45/kWh.

Such intimation for early commissioning shall be provided to Railways at least 15 days
before the proposed early commissioning date. In case there is no response provided by
Railways within 7 days from the receipt of such intimation, such early commissioned
capacity shall be deemed to have been rejected by Railways. UCOD/COD of the Project
under the PPA will be the date on which the commissioning certificate is issued upon
successful commissioning of the full capacity of the Project.

36
 ARTICLE 6: DISPATCH AND SCHEDULING

6.1 Dispatch and Scheduling

6.1.1 The SPD shall be required to schedule its power as per the applicable
regulations / requirements / guidelines of CERC / SERC /SLDC /
RLDC/Railway or any other competent agency and same being
recognized by the SLDC or any other competent authority/ agency as per
applicable regulation/ law / direction and maintain compliance to the
applicable Codes/ Grid/Railway Transmission System Code requirements
and directions, if any, as specified by concerned SLDC/RLDC from time
to time. Any deviation from the Schedule will attract the provisions of
applicable regulation / guidelines / directions and any financial
implication on account of this shall be on the account of the SPD.
6.1.2 The SPD shall be responsible for directly coordinating and dealing with the
Zonal Railway, State Load Dispatch Centre’s, Regional Power
Committees, and other authorities in all respects in regard to declaration
of availability, scheduling and dispatch of Solar Power and due
compliance with deviation and settlement mechanism and the applicable
Grid/Railway Transmission System code Regulations, acknowledging that
the SPD and Zonal Railway are the Grid/Railway Transmission System
connected entities.

6.1.3 The SPD shall be responsible for any deviation from scheduling and for
any resultant liabilities on account of charges for deviation as per
applicable regulations. UI charges on this account shall be directly paid by
the SPD.

6.1.4 Auxiliary power consumption will be treated as per the concerned

Central/State regulations as applicable.

6.1.5 Not Used.

37
 ARTICLE 7: METERING
7.1 Meters

7.1.1 For installation of Meters, Meter testing, Meter calibration and Meter
reading and all matters incidental thereto, the SPD and Zonal Railway
shall follow and be bound by the Central Electricity Authority
(Installation and Operation of Meters) Regulations, 2006, the
Grid/Railway Transmission System Code, as amended and revised from
time to time.
7.1.2 The SPD shall bear all costs pertaining to installation, testing, calibration,
maintenance, renewal and repair of meters at SPD’s side of Delivery Point.
7.1.3 In addition to ensuring compliance of the applicable codes, the SPD shall
install Main & Check meters at the Delivery Point, along with Stand-by
meter(s) as per the applicable Central/State regulations.
7.1.4 In case of pooling of multiple Projects, power from multiple Projects can
be pooled at a Pooling Substation prior to the Delivery point and the
combined power can be fed at Delivery point through a common
transmission line from the Pooling Substation. In such cases, ABT
compliant sub-meters as per relevant regulation/approval are also to be
setup at pooling substation for individual projects in addition to the meters
at Delivery Point as described in clause 7.1.3.

7.1.5 (a) The meters will be sealed in the presence of representatives of the SPD
and Railways. Any seal(s) of Main Meter or Backup Meter will be broken
only by Railways‘ representative in the presence of the SPD‘s representative
whenever such Meter is to be inspected, tested, adjusted, repaired or
replaced.

(b) The meter will be read by the SPD‘s personnel on the Metering Date in
the presence of the authorized representative of Railways. Both the Parties

38
 will sign a joint meter reading report. However, in case the Joint Meter
Reading Report is not signed in the first three Business days of any month
due to non-availability of Railways‘ authorized representative, the report
signed by the SPD will be considered as Joint Meter Reading Report. The
Parties agree that such Joint meter reading Report will be final and binding
on the Parties

7.2 Reporting of Metered Data and Parameters

7.2.1 The Grid/Railway Transmission System connected Solar PV power plants
will install necessary equipment for regular monitoring of solar irradiance
(including GHI, DHI and solar radiation in the module plane), ambient air
temperature, wind speed and other weather parameters and simultaneously
for monitoring of the electric power (both DC and AC) generated from the
Project.
7.2.2 Online arrangement would have to be made by the SPD for submission of
above data regularly for the entire period of this Power Purchase
Agreement to the SLDC, Zonal Railway or concerned agency as per
applicable regulation / directions.
7.2.3 Reports on above parameters on monthly basis (or as required by regulation
/ guidelines) shall be submitted by the SPD to Railways or concerned
agency for entire period of PPA.

39
 ARTICLE 8: INSURANCES

8.1 Insurance

8.1.1 The SPD shall effect and maintain or cause to be effected and maintained ,
at its own cost and expense, throughout the Term of PPA, Insurances
against such risks to keep the Project in good condition and shall take
Industrial All Risk insurance policy covering risks against any loss or
damage, with such deductibles and with such endorsements and co-
insured(s), which the Prudent Utility Practices would ordinarily merit
maintenance of and as required under the Financing Agreements,
Implementation and Support Agreement and under the applicable laws.
8.2 Application of Insurance Proceeds

8.2.1 In case of the Project not being implemented through Financing

Agreement(s), save as expressly provided in this Agreement or the
Insurances, the proceeds of any insurance claim made due to loss or
damage to the Power Project or any part of the Power Project shall be first
applied to reinstatement, replacement or renewal of such loss or damage.
In case of the Project being financed through Financing Agreement(s),
save as expressly provided in this Agreement or the Insurances, the
proceeds of any insurance claim made due to loss or damage to the Power
Project or any part of the Power Project shall be applied as per such
Financing Agreements.

8.2.2 If a Force Majeure Event renders the Power Project no longer

economically and technically viable and the insurers under the Insurances
make payment on a “total loss” or equivalent basis, Zonal Railway shall
have claim on such proceeds of such Insurance limited to outstanding
dues of Zonal Railway against SPD.

8.3 Effect on liability of Nodal/ Zonal Railway

8.3.1 Notwithstanding any liability or obligation that may arise under this
Agreement, any loss, damage, liability, payment, obligation or expense
which is insured or not or for which the SPD can claim compensation,
under any Insurance shall not be charged to or payable by Zonal Railway.

40
It is for the SPD to ensure that appropriate insurance coverage is taken for
payment by the insurer for the entire loss and there is no under insurance
or short adjustment etc.

41
 ARTICLE 9: APPLICABLE TARIFF

9.1 The SPD shall be entitled to receive the Tariff of Rs..................... / kWh [Insert the
Tariff discovered through the bidding process conducted by REMC Ltd.], fixed
for the entire term of this Agreement, with effect from the SCD, for the power
sold by SPD to Zonal Railway as reflected in the Energy Accounts.

9.2 Pursuant to Article 5.1.8 in case of early part-commissioning (if applicable), till SCD,
subject to the consent for such purchase by the Zonal Railway, Zonal Railway
may purchase the generation@ [Insert the value as per 75% (seventy-five per
cent) of the Applicable Tariff]. However, in case the entire Project capacity is
commissioned prior to SCD, Zonal Railway may purchase energy supplied till
SCD at
[Insert Applicable Tariff]/kWh. In the cases of early full
commissioning of the Project, the Applicable Tariff for the commissioned Project
shall be [Insert Tariff]/kWh from and including the SCD.

9.3 Any excess generation over and above energy specified in Article 4.4.1, will be
purchased by Nodal railways at @ [Insert the value as per 75% (seventy-five
per cent) of the Applicable Tariff], provided the Zonal Railway consents for
purchase of such excess generation. Any energy produced and flowing into the
Grid/Railway Transmission System before SCD shall not be at the cost of Zonal
Railway. However, the SPD will not be allowed to sell energy generated prior to
SCD or excess energy during any Contract Year to any other entity other than
Zonal Railway.

42
 ARTICLE 10: BILLING AND PAYMENT

10.1 Not used

10.1.1 Not Used.
10.1.2 From the commencement of supply of power, Zonal Railways shall pay to the SPD the
monthly Tariff Payments subject to the adjustments as per provisions of this Agreement
including Article 6, in accordance with Article 9. All Tariff Payments by Zonal
Railways shall be in Indian Rupees.
10.1.3 The purpose of payment of the bills raised by the SPD(s), in case Energy Account is
published on cumulative basis, payment to the SPD(s) for the energy delivered shall be
apportioned based on JMR taken for the SPD’s Project at the Pooling
substation/metering point.
10.1.4 The SPD shall be required to make arrangements and payments for import of energy (if
any) as per applicable regulations.

10.2 Delivery and Content of Monthly Bills/Supplementary Bills

10.2.1 The SPD shall issue to Zonal Railways hard copy of assigned Monthly
Bill/Supplementary Bill for the immediately preceding Month/relevant period
based on the issuance of Energy Accounts along with all relevant documents
(payments made by SPD for drawal of power, payment of reactive energy charges,
Metering charges or any other charges as per guidelines of SERC/CERC, if
applicable.
Each Monthly Bill shall include all charges as per this Agreement for the energy
supplied for the relevant Month based on Energy Accounts issued by SLDC or any
other competent authority which shall be binding on both the Parties. The Monthly
Bill amount shall be the product of the energy as per Energy Accounts and the
Applicable Tariff. Energy drawn from the Grid/Railway Transmission System will
be regulated as per the applicable Central/State regulations.
10.2.2 As per applicable regulation(s) of the Appropriate Commission(s)/respective
SERC(s)/Railway, all charges pertaining to obtaining open access and
scheduling of power, if any, shall be borne by the SPD.

10.3 Payment of Monthly Bills

10.3.1 Subject to the provision of Article 10.3.4, Zonal Railways shall pay the amount
payable under the Monthly Bill/Supplementary Bill by the Due Date to such
account of the SPD, as shall have been previously notified by the SPD as below.

43
10.3.2 All payments required to be made under this Agreement shall also include any
deduction or set off or:
i) deductions required by the Law; and

ii) amount claimed by Zonal Railways, if any, from the SPD, will be adjusted from
the monthly energy payment. In case of any excess payment adjustment,
1.25% surcharge will be applicable on day to day basis.

The SPD shall open a bank account (the “SPD’s Designated Account") for all Tariff
Payments (including Supplementary Bills) to be made by Zonal Railways to the
SPD, and notify Zonal Railways of the details of such account at least ninety (90)
Days before the dispatch of the first Monthly Bill. Zonal Railways shall also
designate a bank account at New Delhi ("Zonal Railways Designated Account") for
payments to be made by the SPD to Zonal Railways, if any, and notify the SPD of
the details of such account ninety (90) Days before the Scheduled Commissioning
Date. Zonal Railways and the SPD shall instruct their respective bankers to make
all payments under this Agreement to the SPD’s Designated Account or Zonal
Railway’s Designated Account, as the case may be, and shall notify either Party of
such instructions on the same day.
10.3.3 Late Payment Surcharge

In the event of delay in payment of a Monthly Bill by Zonal Railways beyond Due
Date, Railways shall pay interest for the period of delay, calculated at a rate equal
to MCLR +2 % on the amounts payable. the Late Payment Surcharge interest
shall be claimed by the SPD through the Supplementary Bill.

10.3.4 Subject to the Article 9 of this Agreement, in the event of early Commissioning of
the Project and subject to acceptance by Zonal Railways, the payment for the
power fed to the Grid/Railway Transmission System may be accounted from the
date of UCOD, and SPD would be allowed to raise Bills against such power as
per Article 10.2.1, subject to the conditions as stipulated in Article 9.
10.3.5 Rebate

For payment of any Bill on or before Due Date, the following Rebate shall be paid
by the SPD to Zonal Railways in the following manner.
a) A Rebate of 1.5% shall be payable to the Zonal Railways for the payments made
within a period of 10 (ten) days of the presentation of hard copy of Bill.

44
 b) Any payments made after ten (10) days of the date of presentation of Bill
through hard copy up to 45 days from the date of presentation of Bill through
hard copy shall be allowed a rebate of 1%.
c) For the above purpose, the date of presentation of Bill shall be the next
Business Day of delivery of the physical copy of the Bill at Zonal Railways.
d) No Rebate shall be payable on the Bills raised on account of Change in Law
(except in case of annuity tariff model being implemented, where rebate will
be applicable) relating to taxes, duties, cess etc. and on Supplementary Bill.

For the above purpose date of presentation of bill shall be the same day of delivery
in hard copy. However, for consideration of rebate, next business day shall be
considered.
10.4 Payment Security Mechanism
a. Procurer shall set up and maintain in favour of the SPD, in respect of payment of the
Monthly Bills and/or Supplementary Bills, a Monthly unconditional, revolving and
irrevocable RBI Letter of Mandate, substantially in the format set out in Appendix-5,
which may be drawn upon by the SPD in accordance with this Article.
b. Not later than 15 (fifteen) Days prior to the date of issue of the Commissioning
Certificate, the Procurer through RBI at New Delhi shall open a Letter of Mandate in
favour of the SPD, to be made operative from a date, which is at least 15 (fifteen) Days
prior to the Due Date of its first Monthly Bill under this Agreement. The Letter of
Mandate shall have a term of 12 (twelve) Months and shall be renewed as explained
below, for an amount equal to:
i) for the first 12 (twelve) Month period commencing from the date of issuance of the
Commissioning Certificate equal to (the energy quantum equivalent to the
Guaranteed Energy Offtake x 2/12) x the Tariff; and
ii) for each subsequent 12 (twelve) Month period, equal to 1.25 times the average 2
(two) Month’s Tariff Payments billing of the preceding 12 (twelve) Month period;
Provided that the SPD shall not draw upon the RBI Letter of Mandate prior to the
Due Date of the relevant Monthly Bill and/or Supplementary Bill, and shall not
make more than one drawl in a Month.
iii) In the last year of operation, Letter of Mandate may be issued only for 6 months to
ensure that any dues of the Procurer are recovered from the pending bills.

Provided that if at any time, the RBI Letter of Mandate amount falls short of the amount
specified in Article 10.4(b) the Procurer shall restore such shortfall within 15 (fifteen) Days of
45
the shortfall.

(c) Procurer shall cause the RBI issuing the Letter of Mandate to communicate to the SPD, in
writing regarding establishing of such irrevocable RBI Letter of Mandate. The Procurer shall
ensure that the RBI Letter of Mandate shall be renewed not later than 30 (thirty) Days prior to
its expiry.

(d) All costs relating to opening and maintaining the RBI Letter of Mandate shall be borne by
the Procurer.

(e) If any Monthly Bill or Supplementary Bill or part thereof is not paid on or before the
Due Date, then the SPD may draw upon the RBI Letter of Mandate, and accordingly the bank
shall pay without any reference or instructions from the
Procurer, the unpaid amount under such Monthly Bill and/or Supplementary Bill or part
thereof, if applicable, as the case may be, by presenting to the bank, the following documents:

i) a copy of the Monthly Bill and/or Supplementary Bill which has remained unpaid to SPD; and
ii) a certificate from the SPD to the effect that the bill at item (i) above, or specified part thereof,
is prepared and issued in accordance with the Agreement and has remained unpaid beyond the
Due Date.
10.5 Disputed Bill

10.5.1 If the Zonal Railway does not dispute a Monthly Bill or a Supplementary Bill
raised by the SPD within thirty (30) days of receiving such Bill shall be taken as
conclusive.

10.5.2 If the Zonal Railway disputes the amount payable under a Monthly Bill or a
Supplementary Bill, as the case may be, it shall pay 50% of the invoice amount
and it shall within thirty (30) days of receiving such Bill, issue a notice
(the "Bill Dispute Notice") to the invoicing Party setting out:
i) the details of the disputed amount;
ii) its estimate of what the correct amount should be; and
iii) all written material in support of its claim.

10.5.3 If the SPD agrees to the claim raised in the Bill Dispute Notice issued pursuant to
Article 10.5.2, the SPD shall revise such Bill and present along with the next
Monthly Bill. In such a case excess amount shall be refunded along with interest at

46
 the same rate as Late Payment Surcharge, which shall be applied from the date on
which such excess payment was made by the disputing Party to the invoicing Party
and up to and including the date on which such payment has been received as
refund.

10.5.4 If the SPD does not agree to the claim raised in the Bill Dispute Notice issued
pursuant to Article 10.5.2, it shall, within fifteen (15) days of receiving the Bill
Dispute Notice, furnish a notice (Bill Disagreement Notice) to the Zonal Railway
providing:

i) reasons for its disagreement;

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

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

10.5.6 If the Parties do not amicably resolve the Dispute within fifteen (15) days of
receipt of Bill Disagreement Notice pursuant to Article 10.5.4, the matter shall be
referred to Dispute resolution in accordance with Article16.

10.5.7 For the avoidance of doubt, it is clarified the despite a Dispute regarding an
invoice, Zonal Railway shall, without prejudice to its right to Dispute, be under an
obligation to make payment of 50% of the invoice amount in the Monthly Bill.

10.6 Quarterly and Annual Reconciliation

10.6.1 The Parties acknowledge that all payments made against Monthly Bills and
Supplementary Bills shall be subject to quarterly reconciliation within 30 days of
the end of the quarter at the beginning of the following quarter of each Contract
Year and annual reconciliation at the end of each Contract Year within 30 days to
take into account the Energy Accounts, Tariff adjustment payments, Tariff
Rebate,Late Payment Surcharge, or any other reasonable circumstance provided under this
Agreement.
10.6.2 The Parties, therefore, agree that as soon as all such data in respect of any quarter

47
 of a Contract Year or a full Contract Year as the case may be has been finally
verified and adjusted, the SPD and Zonal Railway shall jointly sign such
reconciliation statement. Within fifteen (15) days of signing of a reconciliation
statement, the SPD shall make appropriate adjustments in the next Monthly Bill.
Late Payment Surcharge/interest shall be payable in such a case from the date on
which such payment had been made to the invoicing Party or the date on which
any payment was originally due, as may be applicable. Any Dispute with regard to
the above reconciliation shall be dealt with in accordance with the provisions of
Article 16.

10.7 Payment of Supplementary Bill

10.7.1 SPD may raise a ("Supplementary Bill") for payment on account of:

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

ii) Change in Law as provided in Article 12, or
iii) Payment under Article4.10,

And such Supplementary Bill shall be paid by the other Party.

10.7.2 Zonal Railway will remit all amounts due under a Supplementary Bill raised by
the SPD to the SPD’s Designated Account by the Due Date, except open access
charges, RLDC or scheduling charges and transmission charges (if applicable). For
Supplementary Bill on account of adjustment required by energy account and
payments under Article 4.10, Rebate as applicable to Monthly Bills pursuant to
Article 10.3.5 shall equally apply. Payment under Article 10.7.1 will be made after
realization of the same from the Zonal Railways. No late payment surcharge will
be applicable other than that on the monthly energy payment and associated debit
and credit note.
10.7.3 Not Used.

48
 ARTICLE 11: FORCE MAJEURE

11.1 Definition of Force Majeure

A ‘Force Majeure’ (FM) would mean one or more of the following acts, events or
circumstances or a combination of acts, events or circumstances or the
consequence(s) thereof, that wholly or partly prevents or unavoidably delays the
performance by the Party (the Affected Party) of its obligations under the relevant
Power Purchase Agreement, but only if and to the extent that such events or
circumstances are not within the reasonable control, directly or indirectly, of the
Affected Party and could not have been avoided if the Affected Party had taken
reasonable care or complied with Prudent Utility Practices.
An Affected Party means Zonal Railway or the SPD whose performance has been
affected by an event of Force Majeure.

11.2 Categorization of Force Majeure Events:

11.2.1 Natural Force Majeure Event

a) Act of God, including, but not limited to lightning, drought, fire and
explosion (to the extent originating from a source external to the site),
earthquake, volcanic eruption, landslide, flood, cyclone, typhoon or tornado
if it is declared / notified by the competent state / central authority / agency
(as applicable), or verified to the satisfaction of Procurer;
b) radioactive contamination or ionising radiation originating from a source in
India or resulting from another Force Majeure Event mentioned above
excluding circumstances where the source or cause of contamination or
radiation is brought or has been brought into or near the Project by the
Affected Party or those employed or engaged by the Affected Party;
c) the discovery of geological conditions, toxic contamination or
archaeological remains on the Project land that could not reasonably have
been expected to be discovered through an inspection of the Project land; or
d) any event or circumstances of a nature analogous to any of the events as
specified under Article 11.2.1 (a), 11.2.1 (b) and 11.2.1(c).

49
11.2.2 Non-Natural Force Majeure Event

e) any act of war (whether declared or undeclared), invasion, armed conflict oract
of foreign enemy, blockade, embargo, revolution, riot, insurrection, terrorist or
military action;
f) nation/state-wide strike, lockout, boycotts or other industrial disputes which are
not directly and solely attributable to the actions of the Affected Party, but does
not include strike or labour unrest limited to the Affected Party or its
contractors;
g) nationalisation or any compulsory acquisition by any Indian Governmental
Instrumentality/ State Government in national interest or expropriation of any
material Project assets or rights of the SPD, as a result of which the SPD or its
shareholders are deprived (wholly or partly)of their rights or entitlements under
the Power Purchase Agreement. Provided that such action does not constitute
remedies or sanctions lawfully exercised by the Procurer or any other
Government Authority as a result of any breach of any of the Applicable Laws
or the Applicable Permits by the SPD or the SPD related parties;
h) action of a Government Authority having Material Adverse Effect including
but not limited to Change in Law, only if consequences thereof cannot be dealt
with under and in accordance with the provisions of Article 12 of this
Agreement; any unlawful or unauthorised or without jurisdiction revocation of,
or delay in, or refusal, or failure to renew or grant without valid cause, any
Permits of the SPD or any of the clearance, licence, authorization to be
obtained by the contractors to perform their respective obligations under the
relevant PPA and/or the Project Documents; provided that such delay,
modification, denial, refusal or revocation did not result from the SPD’s or any
contractor’s inability or failure to comply with any condition relating to grant,
maintenance or renewal of such Permits or clearance, licence, authorization, as
the case may be.
11.3 Force Majeure Exclusions

11.3.1 Force Majeure shall not include (i) any event or circumstance which is within the
reasonable control of the Parties and (ii) the following conditions, except to the
extent that they are consequences of an event of Force Majeure:
a. Unavailability, late delivery, or changes in cost of the plant, machinery,
equipment, materials, spare parts or consumables for the Power Project;
b. Delay in the performance of any contractor, sub-contractor or their agents;
50
 c. Non-performance resulting from normal wear and tear typically experienced
in power generation materials and equipment;
d. Strikes at the facilities of the Affected Party;
e. Insufficiency of finances or funds or the agreement becoming onerous to
perform; and
f. Non-performance caused by, or connected with, the Affected Party’s:
i. Negligent or intentional acts, errors or omissions;
ii. Failure to comply with an Indian Law; or
iii. Breach of, or default under this Agreement.

11.4 Notification of Force Majeure Event

11.4.1 The Affected Party shall give notice to the other Party of any event of Force
Majeure as soon as reasonably practicable, but not later than seven (7) days after
the date on which such Party knew or should reasonably have known of the
commencement of the event of Force Majeure. If an event of Force Majeure
results in a breakdown of communications rendering it unreasonable to give notice
within the applicable time limit specified herein, then the Party claiming Force
Majeure shall give such notice as soon as reasonably practicable after
reinstatement of communications, but not later than one (1) day after such
reinstatement.
11.4.2 Provided that such notice shall be a pre-condition to the Affected Party’s
entitlement to claim relief under the PPA. Such notice shall include full particulars
of the event of Force Majeure, its effects on the Party claiming relief and the
remedial measures proposed. The Affected Party shall give the other Party regular
(and not less than weekly) reports on the progress of those remedial measures and
such other information as the other Party may reasonably request about the Force
Majeure Event.
11.4.3 The Affected Party shall give notice to the other Party of (i) the cessation of the
relevant event of Force Majeure; and (ii) the cessation of the effects of such event
of Force Majeure on the performance of its rights or obligations under the PPA, as
soon as practicable after becoming aware of each of these cessations.

51
11.5 Performance Excused

11.5.1 The Affected Party, to the extent rendered unable to perform its obligations or
part of the obligation thereof under the PPA as a consequence of the Force
Majeure Event, shall be excused from performance of the obligations, provided
that the period shall not exceed 180 (one hundred and eighty) Days from the date
of issuance of the FM Notice. The Parties may mutually agree to extend the
period for which performance is excused due to a Force Majeure Event.
11.5.2 For the time period, as mutually agreed by the Parties, during which the
performance shall be excused, the generator shall be entitled for a day to day
extension of the period provided for Financial Closure or Scheduled
Commissioning Period or the PPA period, as the case maybe.
11.5.3 Provided always that a Party shall be excused from performance only to the
extent reasonably warranted by the Force Majeure Event.
11.5.4 Provided further that, nothing shall absolve the Affected Party from any
payment obligations accrued prior to the occurrence of the underlying Force
Majeure Event.

11.6 No Liability for Other Losses

Save as otherwise provided in this Agreement, no Party shall be liable in any

manner, whatsoever, to the other Parties in respect of any loss relating to or
arising out of the occurrence or existence of any Force Majeure Event.
11.7 Resumption of Performance

During the period that a Force Majeure Event is subsisting, the Affected Party
shall, in consultation with the other Parties, make all reasonable efforts to limit
or mitigate the effects of such Force Majeure Event on the performance of its
obligations under the PPA. The Affected Party shall also make efforts to resume
performance of its obligations under this Agreement as soon as possible and
upon resumption, shall notify other Parties of the same in writing. The other
Parties shall afford all reasonable assistance to the Affected Party in this regard.

52
11.8 Duty to Perform and Duty to Mitigate

To the extent not prevented by a Force Majeure Event pursuant to Article 11.2,
the Affected Party shall continue to perform its obligations pursuant to this
Agreement, in line with provisions of Article 11.5. The Affected Party shall use
its reasonable efforts to mitigate the effect of any Force Majeure Event as soon
as practicable.
11.9 Available Relief for a Force Majeure Event

Subject to this Article 11:

a) no Party shall be in breach of its obligations pursuant to this Agreement
except to the extent that the performance of its obligations was prevented,
hindered or delayed due to a Force Majeure Event.
b) every Party shall be entitled to claim relief in relation to a Force Majeure
Event in regard to its obligations, including but not limited to those specified
under Article4.5;
c) For avoidance of doubt, neither Party’s obligation to make payments of
money due and payable prior to occurrence of Force Majeure events under
this Agreement shall be suspended or excused due to the occurrence of a
Force Majeure Event in respect of such Party.
d) Provided that no payments shall be made by either Party affected by a Force
Majeure Event for the period of such event on account of its inability to
perform its obligations due to such Force Majeure Event.
11.10 Termination Due to Force Majeure Event
11.10.1 Termination due to Natural Force Majeure Event
a) If, prior to the completion of the 180 (one hundred and eighty) Day period
(or any extended period) for a Natural Force Majeure Event commencing
from the date of issuance of the Force Majeure Notice, the Parties are of the
reasonable view that a Natural Force Majeure Event is likely to continue
beyond such 180 (one hundred and eighty) Day period or any extended
period agreed in pursuance of Article 11.5 (Performance Excused); or that
it is uneconomic or impractical to restore the affected Unit, then the Parties
may mutually decide to terminate the PPA, and the termination shall take
effect from the date on which such decision is taken.

53
 b) Without prejudice to the provisions of Article 11.10.1.(a) above, the
Affected Party shall, after the expiry of the period of 180 (one hundred and
eighty) Days or any other mutually extended period, be entitled to
forthwith terminate the PPA in its sole discretion by issuing a notice to that
effect.
c) On termination of the PPA pursuant to Article11.10.1(b):
i. no Termination Compensation shall be payable to the SPD.
ii. the SPD shall be eligible for undisputed payments under outstanding
Monthly Bill(s), before the occurrence of Force Majeure Event.
11.10.2 Termination due to Non-Natural Force Majeure Event
a) Upon occurrence of a Non-Natural Force Majeure Event, the SPD shall, at
its discretion, have the right to terminate the PPA forthwith after the
completion of the period of 180 (one hundred and eighty) Days from the date
of the Force Majeure Notice.
b) On termination of the PPA pursuant to Article11.10.2(a):
i. Zonal Railway shall pay to the SPD, ‘Force Majeure Termination
Compensation’ equivalent to the amount of the Debt Due and the
110% (one hundred and ten per cent) of the Adjusted Equity, as
defined in the PPA, and takeover the Project assets.
ii. the SPD shall be eligible for undisputed payments under outstanding
Monthly Bill(s), before the occurrence of Force Majeure Event.

54
 ARTICLE 12: CHANGE IN LAW

12.1 Definitions

In this Article 12, the following terms shall have the following meanings:

The term “Project Cost” used in this Article shall mean “the cost incurred by the SPD
towards supply and services only for the Project concerned, up to the Actual
Commissioning Date of the last part capacity or Scheduled Commissioning
Date/extended Scheduled Commissioning Date, whichever is earlier.”

12.1.1 In this Article 12, the term Change in Law shall refer to the occurrence of any of the
following events pertaining to this project only after [Insert last date of bid
submission] including (i) the enactment of any new law; or (ii) an amendment,
modification or repeal of an existing law; or (iii) the requirement to obtain a new
consent, permit or license; or (iv) any modification to the prevailing conditions
prescribed for obtaining an consent, permit or license, not owing to any default of the
Solar Power Developer; or (v) any change in the rates of any Taxes including any
duties and cess or introduction of any new tax made applicable for setting up the
solar power project and supply of power from the Solar Power project by the SPD
which have a direct effect on the Project.
However, Change in Law shall not include (i) any change in taxes on corporate income or
(ii) any change in any with holding tax on income or dividends distributed to the
shareholders of the SPD.
12.1.2 In the event of occurrence of any of events as provided under Article 12.1.1 which
results in any increase/ decrease in the Project Cost (i.e. cost incurred by the SPD
towards supply and services only for the Project concerned, upto Scheduled
Commissioning Date or extended Scheduled Commissioning Date, as the case may
be), the SPD/Zonal Railway shall be entitled for compensation by the other party, as
the case may be.
12.1.3 However, in case of change in rates of safeguard duty, GST and basic customs duty
after[Insert last date of bid submission]and resulting in change in Project Cost, then
such change will be treated as ‘Change in Law’ and the quantum of compensation
payment on account of change in rates of such duties and shall be provided to the
affected party by the other party as per Article 12.2.3.

55
12.2 Relief for Change in Law
12.2.1 Save and except as provided under Article 12.1.3, the aggrieved Party shall be
required to approach the Hon’ble CERC for seeking approval of Change in Law.

12.2.2 The decision of the Hon’ble CERC to acknowledge a Change in Law and the date
from which it will become effective, provide relief for the same, shall be final and
governing on SPD and Zonal Railway.

12.2.3 Incase of Change in Law as approved by the Appropriate Commission pursuant to

Article 12.2.1 or as provided under Article 12.1.3, the SPD/ Zonal Railway (as the
case may be) shall be entitled for relief as follows:
Every net increase/decrease of Rs.1 lakh per MW in the Project Cost (i.e. cost
incurred by the SPD for the supply and services in the Project concerned, up
to Schedule Commissioning Date or extended Schedule Commissioning Date,
for reasons other than those wherein such extension is on account of payment
of liquidated damages, penalty or any other charges, as the case may be), shall
be liable for corresponding increase/decrease of an amount equal to Rs 0.005
/kWh.
Any such change shall be considered upto three digits after the decimal point, and
remaining digits, if any, shall be ignored.
For e.g. in case the change in tariff payable is calculated as Rs. 0.14678/kWh, it
shall be modified as Rs. 0.146/kWh.

12.2.4 Incase Change in Law results in delay in commissioning or supply of power, where
cause and effect between these two can be clearly established, the Zonal Railway
may provide suitable time-extension in Scheduled Commissioning Date or
Scheduled Date of Commencement of Supply of Power, as the case maybe.
12.2.5 It the event of any decrease in the project cost by the SPD or any income to the
SPD on account of any of the events as indicated above, SPD shall pass on the
benefit of such reduction at a rate as provided in Article 12.2.3 to Zonal Railway .
In the event of the SPD failing to comply with the above requirement, Zonal
Railway shall make such deductions in the monthly tariff payments on immediate
basis,. Further, at the time of raising of 1st Monthly Tariff PaymentBill, SPD shall
be required to provide a statutory auditor certificate supported by Board
Resolution in regard to implications (loss/ gain) arising out of Article 12.

12.3 Notification of Change in Law

12.3.1 If the SPD is affected by Change in Law in accordance with Article 12 and wishes
to claim a Change in Law under this Article, it shall give notice to the Zonal
56
 Railwayof such Change in Law as soon as reasonably practicable (but no later than
60 days from the date of occurrence of such Change in Law).
12.3.2 Any notice service pursuant to this Article 12.3.1 and 12.1.3, shall provide,
amongst other things, precise details of the Change in Law and its effect on the
Project Cost, supported by documentary evidences including Statutory Auditor
Certificate to this effect so as to establish one to one correlation and its impact on
the Project Cost.

57
 ARTICLE 13: EVENTS OF DEFAULT AND TERMINATION

13.1 SPD Event of Default

13.1.1 The occurrence and/or continuation of any of the following events, unless any such
event occurs as a result of a Force Majeure Event or a breach by Zonal Railway of
its obligations under this Agreement, shall constitute an SPD Event of Default:
(i) The failure to commence supply of power to Zonal Railway up to the Contracted
Capacity, by the end of the period specified in Article 4, or failure to continue
supply of Contracted Capacity to Zonal Railway after Commercial Operation Date
throughout the term of this Agreement, or
if
a) the SPD assigns, mortgages or charges or purports to assign, mortgage or charge
any of its assets or rights related to the Power Project in contravention of the
provisions of this Agreement; or
b) the SPD transfers or novates any of its rights and / or obligations under this
agreement, in a manner contrary to the provisions of this Agreement; except
where such transfer
• is in pursuance of a Law; and does not affect the ability of the transferee to
perform, and such transferee has the financial capability to perform, its
obligations under this Agreement or
• is to a transferee who assumes such obligations under this Agreement and the
Agreement remains effective with respect to the transferee;

(ii) if (a) the SPD becomes voluntarily or in voluntarily the subject of any bankruptcy
or insolvency or winding up proceedings and such proceedings remain uncontested
for a period of thirty (30) days, or (b) any winding up or bankruptcy or insolvency
order is passed against the SPD, or (c) the SPD 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 SPD will not be a SPD 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 tothe SPD and expressly assumes all obligations of the
SPD under this Agreement and is in a position to perform them; or
(iii) the SPD repudiates this Agreement and does not rectify such breach within a
period of thirty (30) days from a notice from Zonal Railway in this regard; or

58
(iv) except where due to any Zonal Railway’s failure to comply with its material
obligations, the SPD is in breach of any of its material obligations pursuant to this
Agreement, and such material breach is not rectified by the SPD within thirty
(30) days of receipt of first notice in this regard given by Zonal Railway.
(v) change in controlling shareholding before the specified time frame as mentioned in
Article 4.1.1 of this Agreement; or
(vi) occurrence of any other event which is specified in this Agreement to be a material
breach/ default of the SPD.
(vii) except where due to any Zonal Railway’s failure to comply with its material
obligations, the SPD is in breach of any of its material obligations pursuant to this
Agreement, and such material breach is not rectified by the SPD within thirty (30)
days of receipt of first notice in this regard given by Zonal Railway.

13.2 Zonal Railway Event of Default

13.2.1 The occurrence and the continuation of any of the following events, unless any
such event occurs as a result of a Force Majeure Event or a breach by the SPD of
its obligations under this Agreement, shall constitute the Event of Default on the
part of defaulting Zonal Railway:

(i) Zonal Railway fails to pay (with respect to a Monthly Bill or a Supplementary
Bill), subject to Article 10.5, for a period of ninety (90) days after the Due
Date and the SPD is unable to recover the amount outstanding to the SPD
through the RBI Letter of Mandate,

(ii) Zonal Railway repudiates this Agreement and does not rectify such breach
even within a period of sixty (60) days from a notice from the SPD in this
regard; or

(iii) except where due to any SPD’s failure to comply with its obligations,
Zonal Railway is in material breach of any of its obligations pursuant to
this Agreement, and such material breach is not rectified by Zonal Railway
within sixty (60) days of receipt of notice in this regard from the SPD to
Zonal Railway; or if

• Zonal Railway becomes voluntarily or involuntarily the subject of any

bankruptcy or insolvency or winding up proceedings and such
proceedings remain uncontested for a period of sixty (60) days, or

59
 • any winding up or bankruptcy or insolvency order is passed
against Zonal Railway, or
• Zonal Railway goes into liquidation or dissolution or a receiver or any
similar officer is appointed over all or substantially all of its assets or
official liquidator is appointed to manage its affairs, pursuant to Law,
provided that it shall not constitute a Zonal Railway Event of Default,
where such dissolution or liquidation of Zonal Railway is for the
purpose of a merger, consolidation or reorganization and where the
resulting entity has the financial standing to perform its obligations
under this Agreement and has creditworthiness similar to Zonal
Railway and expressly assumes all obligations of Zonal Railway and
is in a position to perform them; or;

(iv) Not used

(v) Occurrence of any other event which is specified in this Agreement to be a
material breach or default of Zonal Railway.

13.3 Procedure for cases of SPD Event of Default

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

13.3.3 During the Consultation Period, the Parties shall continue to perform their
respective obligations under this Agreement.
13.3.4 Within a period of two hundred ten (210) days following the expiry of the
Consultation Period unless the Parties shall have otherwise agreed to the contrary
or the SPD Event of Default giving rise to the Consultation Period shall have
ceased to exist or shall have been remedied, Zonal Railway may terminate this

60
 Agreement by giving a written Termination Notice of sixty (60) days to the SPD.
13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of
Default under this Agreement, the SPD shall be liable to pay to Zonal Railway,
liquidated damages, as provided in Article 4.6 of the PPA for failure to
commission within stipulated time and Article 4.4.1 for failure to supply power in
terms of the PPA. For other cases, the SPD shall be liable pay to Zonal Railway,
damages, equivalent to 6 (six) months, or balance PPA period whichever is less, of
charges for its contracted capacity. Zonal Railway shall have the right to recover
the said damages by way of forfeiture of bank guarantee/ Payment on Order
Instrument, if any, without prejudice to resorting to any other legal course or
remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence
with the Zonal Railway, may exercise their rights, if any, under Financing
Agreements, to seek substitution of the SPD by a selectee for the residual period of
the Agreement, for the purpose of securing the payments of the total debt amount
from the SPD and performing the obligations of the SPD. However, in the event
the lenders are unable to substitute the defaulting SPD within the stipulated period,
Zonal Railway may terminate the PPA and the Zonal Railway may acquire the
Project assets for an amount equivalent to 90% of the Debt Due or less as mutually
agreed, failing which, the lenders may exercise their mortgage rights and liquidate
the Project assets. Provided that any substitution under this Agreement can only be
made with the prior consent of Zonal Railway including the condition that the
selectee meets the eligibility requirements of Request for Selection (RfS) issued by
REMC Ltd. and accepts the terms and conditions of this Agreement.
13.3.6 The lenders in concurrence with the Zonal Railway, may seek to exercise right of
substitution under Article 13.3.5 by an amendment or novation of the PPA in
favour of the selectee. The SPD shall cooperate with Zonal Railway to carry out
such substitution and shall have the duty and obligation to continue to operate the
Power Project in accordance with this PPA till such time as the substitution is
finalized. In the event of Change in Shareholding/Substitution of Promoters
triggered by the Financial Institutions leading to signing of fresh PPA with a new
entity, an amount of Rs. 10 Lakh per Project+ 18% GST per transaction as
facilitation fee (non- refundable) shall be deposited by the SPD to Zonal Railway.

13.3.7 In the event the lenders are unable to substitute the defaulting SPD within the
stipulated period, Zonal Railway may terminate the PPA and may acquire the
Project assets for an amount equivalent to 90% of the debt due, failing which, the
61
 lenders may exercise their mortgage rights and liquidate the Project assets.
13.4 Procedure for cases of Nodal/Zonal Railway Event of Default

13.4.1 Upon the occurrence and continuation of any Zonal Railway Event of Default
specified in Article 13.2, the SPD shall have the right to deliver to Zonal Railway,
a SPD Preliminary Default Notice, which notice shall specify in reasonable detail
the circumstances giving rise to its issue.
13.4.2 Following the issue of a SPD Preliminary Default Notice, the Consultation Period
of ninety (90) days or such longer period as the Parties may agree, shall apply and
it shall be the responsibility of the Parties to discuss as to what steps shall be taken
with a view to mitigate the consequences of the relevant Event of Default having
regard to all the circumstances.
13.4.3 During the Consultation Period, the Parties shall continue to perform the
irrespective obligations under this Agreement.

13.4.4 After a period of seven (7) days following the expiry of the Consultation Period
and unless the Parties shall have otherwise agreed to the contrary or Zonal
Railway Event of Default giving rise to the Consultation Period shall have ceased
to exist or shall have been remedied, then the SPD may terminate the PPA and
require Zonal Railway to take over the Project assets by making a payment of the
termination compensation equivalent to the amount of the Debt Due and 110%
(one hundred and ten percent) of the Adjusted Equity less Insurance Cover, if any,
In the event of termination of PPA, any damages or charges payable to the STU
/Railway Traction System, for the connectivity of the plant, shall be borne by the
Zonal Railway.

13.5 Not Used.

62
 ARTICLE 14: LIABILITY AND INDEMNIFICATION

14.1 Indemnity

14.1.1 The SPD shall indemnify, defend and hold Zonal Railway harmless against:
a) Any and all third-party claims against Zonal Railway 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 SPD of any of its obligations under this Agreement; and
b) any and all losses, damages, costs and expenses including legal costs, fines,
penalties and interest actually suffered or incurred by Zonal Railway from third
party claims arising by reason of a breach by the SPD of any of its obligations
under this Agreement, (provided that this Article 14 shall not apply to such
breaches by the SPD, for which specific remedies have been provided for
under this Agreement).
14.1.2 Zonal Railway shall indemnify, defend and hold the SPD harmless against:
a) any and all third-party claims against the SPD, 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 Zonal Railways of any of their obligations under this
Agreement; and
b) any and all losses, damages, costs and expenses including legal costs, fines,
penalties and interest (‘Indemnifiable Losses’) actually suffered or incurred by
the SPD from third party claims arising by reason of a breach by Zonal
Railway) of any of its obligations.
14.2 Procedure for claiming Indemnity

14.2.1 Third party claims

a. Where the Indemnified Party is entitled to indemnification from the Indemnifying
Party pursuant to Article 14.1.1(a) or14.1.2 (a), the Indemnified Party shall
promptly notify the Indemnifying Party of such claim referred to in Article
14.1.1(a) or 14.1.2(a) in respect of which it is entitled to be indemnified.

Such notice shall be given as soon as reasonably practicable after the Indemnified
Party becomes aware of such claim. The Indemnifying Party shall be liable to settle
the indemnification claim within thirty (30) days of receipt of the above notice.
Provided however that, if:
i) the Parties choose to refer the dispute in accordance with Article 16.3.2; and
ii) the claim amount is not required to be paid/ deposited to such third party
pending the resolution of the Dispute,
63
 the Indemnifying Party shall become liable to pay the claim amount to the
Indemnified Party or to the third party, as the case may be, promptly following the
resolution of the Dispute, if such Dispute is not settled in favour of the
Indemnified Party.
b. The Indemnified Party may contest the claim by referring to the Appropriate
Commission for which it is entitled to be Indemnified under Article 14.1.1(a) or
14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all
reasonable costs and expenses incurred by the Indemnified party. However, such
Indemnified Party shall not settle or compromise such claim without first getting
the consent of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed.
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 Indemnifiable Losses

14.3.1 Where an Indemnified Party is entitled to Indemnifiable Losses from the

Indemnifying Party pursuant to Article 14.1.1(b) or14.1.2 (b), the Indemnified
Party shall promptly notify the Indemnifying Party of the Indemnifiable Losses
actually incurred by the Indemnified Party. The Indemnifiable Losses shall be
reimbursed by the Indemnifying Party within thirty (30) days of receipt of the
notice seeking Indemnifiable Losses by the Indemnified Party. In case of non
payment of such losses after a valid notice under this Article 14.3, such event shall constitute a
payment default under Article13.
14.4 Limitation on Liability

14.4.1 Except as expressly provided in this Agreement, neither the SPD nor Zonal
Railway nor its/ their respective officers, directors, agents, employees or affiliates
(or their officers, directors, agents or employees), shall be liable or responsible to
the other Party or its affiliates, officers, directors, agents, employees, successors or
permitted assigns or their respective insurers for incidental, in director
consequential damages, connected with or resulting from performance or non-
performanceofthisAgreement,oranythingdoneinconnectionherewith,including
claims in the nature of lost revenues, income or profits (other than payments
64
 expressly required and properly due under this Agreement), any increased expense
of, reduction in or loss of power generation or equipment used therefore,
irrespective of whether such claims are based upon breach of warranty, tort
(including negligence, whether of Zonal Railway, the SPD or others), strict
liability, contract, breach of statutory duty, operation of law or otherwise.
14.4.2 Zonal Railway shall have no recourse against any officer, director or shareholder
of the SPD or any Affiliate of the SPD or any of its officers, directors or
shareholders for such claims excluded under this Article. The SPD shall have no
recourse against any officer, director or shareholder of Zonal Railway, or any
affiliate of Buyer or any of its officers, directors or shareholders for such claims
excluded under this Article.
14.5 Not used
14.5.1 Not used
14.5.2 Not used.
14.6 Duty to Mitigate

14.6.1 The Parties shall endevour to take all reasonable steps so as mitigate any loss or
damage which has occurred under this Article14.

65
 ARTICLE 15: ASSIGNMENTS AND CHARGES

15.1 Assignments
This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns. This Agreement shall not be
assigned by any Party, except to the Project Lenders or Lender’s Representative as
security for their debt under the Financing Agreements, other than by mutual
consent between the Parties to be evidenced in writing. Such assignment shall be
agreed to by Zonal Railway subject to the compliance of provisions contained in
this Agreement and more specifically to the provisions of Article 4.1.1 of this
Agreement. In no case, such assignment shall be permissible prior to the
declaration of COD.
Provided that, Zonal Railway shall permit assignment of any of SPD’s rights and
obligations under this Agreement in favour of the lenders to the SPD, if required
under the Financing Agreements.
Provided that, such consent shall not be withheld if Zonal Railway seeks to
transfer to any transferee all of its rights and obligations under this Agreement.
The enforcement of the rights and obligation between the SPD and the Zonal
Railway provided in this Agreement shall not be treated as an assignment but an
enforcement of the terms agreed under this Agreement.
Provided further that any successor(s) or permitted assign(s) identified after mutual
agreement between the Parties may be required to execute a new agreement on the
same terms and conditions as are included in this Agreement. An amount of Rs. 5
Lakh per Transaction as Facilitation Fee (non-refundable) shall be deposited by the
SPD to Zonal Railway. Provided further that, such consent shall not be withheld
by the SPD if Zonal Railway seeks to transfer to any affiliate all of its rights and
obligations under this Agreement.
In the event of Change in Shareholding/Substitution of Promoters triggered by the
Financial Institutions leading to signing of fresh PPA with a New Entity, an
amount of Rs. 10 Lakh per Transaction as Facilitation Fee (non-refundable) shall
be deposited by the SPD to Zonal Railway.
15.2 Permitted Charges

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

66
 ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

16.1.1 This Agreement shall be governed by and construed in accordance with the Laws
of India. Any legal proceedings in respect of any matters, claims or disputes under
this Agreement shall be under the jurisdiction of appropriate courts in Delhi.
16.2 Amicable Settlement and Dispute Resolution

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 this Agreement (“Dispute”) by giving a
written notice (Dispute Notice) to the other Party, which shall contain:
i. a 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 Article 16.2.1(i), furnish:
i. counter-claim and defenses, if any, regarding the Dispute; and
ii. all written material in support of its defenses and counter-claim.
16.2.3 Within thirty (30) days of issue of Dispute Notice by any Party pursuant to
Article16
(i) if the other Party does not furnish any counter claim or defence under
Article 16

(ii) or thirty (30) days from the date of furnishing counter claims or defence by
the other Party, both the Parties to the Dispute shall meet to settle such
Dispute amicably. If the Parties fail to resolve the Dispute amicably within
thirty (30) days from the later of the dates mentioned in this Article 16.2.1.

(iii) the Dispute shall be referred for dispute resolution in accordance with
Article 16.3.

67
16.3 Dispute Resolution
16.3.1 Dispute Resolution by the Appropriate Commission
i) Where any Dispute or differences arises in relation to this agreement of any
nature whatsoever including the construction, interpretation or implementation
of the provisions of this agreement as well as claim made by any Party for any
change in or determination of the Tariff or any matter related to Tariff or claims
made by any Party which partly or wholly relate to any change in the Tariff or
determination of any of such claims could result in change in the Tariff, and
relates to any matter agreed to be referred to the Appropriate Commission, shall
be submitted to adjudication by the Appropriate Commission. Appeal against
the decisions of the Appropriate Commission shall be made only as per the
provisions of the Electricity Act, 2003, as amended from time to time.

ii) Zonal Railway shall be entitled to co-opt the lenders (if any) as a supporting
party in such proceedings before the Appropriate Commission.
16.3.2 Not used.

16.4 Parties to Perform Obligations

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

68
 ARTICLE 17: MISCELLANEOUS PROVISIONS

17.1 Amendment

17.1.1 This Agreement may only be amended or supplemented by a written agreement

between the Parties.
17.2 Third Party Beneficiaries

17.2.1 Subject to provisions contained in this agreement relating to implications of the

PPA, this Agreement is solely for the benefit of the Parties and their respective
successors and permitted assigns and shall not be construed as creating any duty,
standard of care or any liability to, any person not a party to this Agreement.
17.3 Waiver

17.3.1 No waiver by either Party of any default or breach by the other Party in the
performance of any of the provisions of this Agreement shall be effective unless in
writing duly executed by an authorised representative of such Party.
17.3.2 Neither the failure by either Party to insist on any occasion up on the performance
of the terms, conditions and provisions of this Agreement nor time or other
indulgence granted by one Party to the other Parties shall act as a waiver of such
breach or acceptance of any variation or there linquishment of any such right or
any other right under this Agreement, which shall remain in full force and effect.
17.4 Confidentiality

17.4.1 The Parties undertake to hold in confidence this Agreement and not to disclose
the terms and conditions of the transaction contemplated hereby to third parties,
except:
a) to their professional advisors;
b) to their officers, contractors, employees, agents or representatives, financiers,
who need to have access to such information for the proper performance of
their activities; or
c) disclosures required under Law, without the prior written consent of the other
Party.

69
17.5 Severability

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

17.6 Notices

17.6.1 All notices or other communications which are required to be given under this
Agreement shall be in writing and in the English language.
17.6.2 If to the SPD, all notices or other communications which are required must be

delivered personally or by registered post or facsimile or any other method duly

acknowledged to the addresses below:

Address :
Attention :
Email :
Fax. No. :
Telephone No.:

17.6.3 If to Nodal/Zonal Railway, all notices or communications must be delivered

personally or by registered post or facsimile or any other mode duly acknowledged
to the address (es) below:

(i) Address :

Attention
Email :
Fax.No. :
Telephone No. :

17.6.4 All notices or communications given by facsimile shall be confirmed by sending

a copy of the same via post office in an envelope properly addressed to the
appropriate Party for delivery by registered mail. All notices shall be deemed
validly delivered upon receipt evidenced by an acknowledgement of the recipient,
unless the Party delivering the notice can prove in case of delivery through the
registered post that

70
 the recipient refused to acknowledge the receipt of the notice despite efforts of the
postal authorities.
17.6.5 Any Party may by notice of at least fifteen (15) days to the other Party change the
address and/or addresses to which such notices and communications to it are to be
delivered or mailed.
17.7 Language

17.7.1 All agreements, correspondence and communications between the Parties

relating to this Agreement and all other documentation to be prepared and supplied
under the Agreement shall be written in English, and the Agreement shall be
construed and interpreted in accordance with English language.
17.7.2 If any of the agreements, correspondence, communications or documents are
prepared in any language other than English, the English translation of such
agreements, correspondence, communications or documents shall prevail in
matters of interpretation.

17.8 Restriction of Shareholders / Owners’ Liability

17.8.1 Parties expressly agree and acknowledge that none of the shareholders of the
Parties hereto shall be liable to the other Parties for any of the contractual
obligations of the concerned Party under this Agreement. Further, the financial
liabilities of the shareholder/s of each Party to this Agreement, shall be restricted
to the extent provided in the Indian Companies Act, 2013.

17.9 Taxes and Duties

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

17.9.2 Zonal Railway shall be indemnified and held harmless by the SPD against any
claims that may be made against Zonal Railway in relation to the matters set out in
Article 17.9.1.

17.9.3 Zonal Railway shall not be liable for any payment of, taxes, duties, levies, cess
whatsoever for discharging any obligation of the SPD by Zonal Railway on behalf
of SPD.

71
17.10 Independent Entity

17.10.1 The SPD shall be an independent entity performing its obligations pursuant to the
Agreement.
17.10.2 Subject to the provisions of the Agreement, the SPD shall be solely responsible
for the manner in which its obligations under this Agreement are to be
performed. All employees and representatives of the SPD or contractors
engaged by the SPD in connection with the performance of the Agreement shall
be under the complete control of the SPD and shall not be deemed to be
employees, representatives, contractors of Zonal Railway and nothing contained
in the Agreement or in any agreement or contract awarded by the SPD shall be
construed to create any contractual relationship between any such employees,
representatives or contractors and Zonal Railway.
17.11 Compliance with Law

Despite anything contained in this Agreement but without prejudice to this

Article, if any provision of this Agreement shall be in deviation or inconsistent
with or repugnant to the provisions contained in the Electricity Act, 2003, or any
rules and regulations made there under, such provision of this Agreement shall
be deemed to be amended to the extent required to bring it into compliance with
the aforesaid relevant provisions as amended from time to time.
17.12 Not used.

17.13 Breach of Obligations

The Parties acknowledge that a breach of any of the obligations contained herein
would result in injuries. The Parties further acknowledge that the amount of the
liquidated damages or the method of calculating the liquidated damages
specifiedin this Agreement is a genuine and reasonable pre-estimate of the
damages that may be suffered by the non-defaulting party in each case specified
under thisAgreement.
17.14 Order of priority in application
In case of inconsistencies between the agreement(s) executed between the
Parties, applicable Law including rules and regulations framed thereunder,
the order of priority as between them shall be the order in which they are
placed below:
i. applicable Law, rules and regulations framed there under;
ii. the Grid/Railway Transmission System Code; and

72
 iii. the terms and conditions of this Agreement;
INWITNESS WHEREOF the Parties have caused the Agreement to be executed through their
duly authorized representatives as of the date and place set forth above.
For and on behalf of For and on behalf of
[Zonal Railway] [SPD]

Name, Designation and Address Name, Designation and Address

Signature with seal Signature with seal

Witness: Witness:
1. 1.

2. 2.

73
 ARTICLE 18: Land Arrangement

18.1: Land Arrangement for the project:

(i) SPD will be responsible for arranging land for the project, for a period not less
than the complete term of PPA. The land will be free from all encroachments and
encumbrances.

(ii) Developers to identify land near TSS & sign land lease agreement with
farmer/farmers within 90 days of issue of LOA. In case agreement is not signed
within 90 days, Railways may give extension of max upto 150 days from issue of
LOA. Railway may also give subsequent extension of Financial Closure and
Commercial Operation Date (COD) accordingly. Railway may cancel LOA if land
lease agreement is not finalized within 150 days of issue of LOA. PPA will be
executed subsequent to signing of land lease agreement.

(iii) Developer will enter into Land Lease agreement with the farmer for 25 years &
construction period. Draft land lease agreement is part of Bid Document.

Developer may enter into Land Lease Agreement with one or more than one
farmer for one TSS for arranging the Land required for installation of solar
capacity.
(iv) Ownership of the land will be with farmer. Farmers can sell their land one year
after Commercial Operation Date (COD) of solar plant.

(v) Developer is responsible for conversion of Land from Agricultural to Non-

agricultural use (if required) in consent with respective farmers. Railway will
facilitate conversion of land from state authorities. If there is delay in getting
conversion of land, Railway may subsequently, provide extension for financial
closure and Commercial Operation Date (COD) if required up to a maximum
period of 1 year.

(vi) Developers will sign Memorandum of Understanding (MoU) with

Farmer/Farmers. Draft MoU will be part of Bid Document. Draft MoU will contain
farmers details of tariff sharing, mode of payment, timelines etc., involvement of
Farmer in O&M activities and revenue sharing etc.

(vii) PPA will be executed subsequent to signing of land lease agreement.

18.2: Benefits to Farmers:

(i) SPD to sign Land Lease Agreement and Memorandum of Understandings

(MOU) with farmer (s). Draft Land Lease Agreement and Memorandum of
Understandings (MOU) will be provided in due course.

(ii) SPD to share minimum ……….paisa/kWh plus 5% escalation once in every two
years with farmer (s) in proportionate to his/her land acquisition. Actual tariff
74
sharing will depend on land cost and mutual agreement between SPD &
Farmer/Farmers. Payments to farmer to be done monthly. Farmer to get benefit in
tariff sharing for minimum guaranteed generation in a year as per PPA
(Corresponding to CUF of 17%) even if annual generation is less than minimum
guaranteed generation.

(iii) As per Land Lease Agreement and Memorandum of Understandings (MOU),

SPD to give preference to farmer/farmers in O&M activities such as cleaning/grass
cutting etc. or for any other skilled activities if farmers or his/her family members
are suitable for it. Benchmark requirement of Manpower for O&M activities (per
MW per Acre) to be provided in the Bid Document. SPD to ensure Minimum
Wages as per state regulations.

75
 SCHEDULE 1: FORMAT OF THE PERFORMANCE BANK GUARANTEE
(to be submitted separately for each Project)

(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place
of execution.)

In consideration of the ----- [Insert name of the Bidder] (hereinafter referred to as selected
Solar Power Developer') submitting the response to RfS inter alia for selection of the
Project of the capacity of ………..MW, at …………[Insert name of the place]
under
……………………[Insert name of the RfS], for supply of power there form on long term
basis, in response to the RfS dated…........... issued by REMC Limited (hereinafter referred
to as REMC Ltd.) and REMC LTD. considering such response to the RfS of
………[insert the name of the selected Solar Power Developer] (which expression shall
unless repugnant to the context or meaning thereof include its executers, administrators,
successors and assignees) and selecting the Solar Power Project of the Solar Power
Developer and issuing Letter of Award No to (Insert Name of selected Solar Power
Developer) as
Per terms of RfS and the same having been accepted by the selected SPD resulting in a
Power Purchase Agreement (PPA) to be entered into, for purchase of Power [from selected
Solar Power Developer or a Project Company, M/s ------- {a Special Purpose Vehicle(SPV)
formed for this purpose}, if applicable ]. As per the terms of the RfS, the_
[insert name & address of bank] hereby agrees unequivocally, irrevocably and
unconditionally to pay to Zonal Railway at [Insert Name of the Place from the address of the
Zonal Railway] without demur forthwith on demand in writing from Zonal Railway or any
Officer authorized by it in this behalf, any amount up to and not exceeding Rupees [Total
Value] only, on behalf of
M/s [Insert name of the selected Solar Power
Developer / Project Company]

This guarantee shall be valid and binding on this Bank up to and including… ..........and shall
not be terminable by notice or any change in the constitution of the Bank or the term of
contractor by any other reasons whatsoever and our liability hereunder shall not be impaired
or discharged by any extension of time or variations or alternations made, given, or agreed
with or without our knowledge or consent, by or between parties to the respective
agreement.

Our liability under this Guarantee is restricted to Rs. only.

Our Guarantee shall remain in force until… .................. Zonal Railway shall be entitled to
invoke this Guarantee till ……….
The Guarantor Bank hereby agrees and acknowledges that Zonal Railway shall have a right
to invoke this BANK GUARANTEE in part or in full, as it may deem fit.

The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to
the written demand by Zonal Railway, made in any format, raised at the above mentioned
76
address of the Guarantor Bank, in order to make the said payment to Zonal Railway.
The Guarantor Bank shall make payment hereunder on first demand without restriction or
conditions and notwithstanding any objection by ------------ [Insert name of the selected
Solar
Power Developer / Project Company as applicable] and/or any other person. The Guarantor
Bank shall not require Zonal Railway to justify the invocation of this BANK
GUARANTEE, nor shall the Guarantor Bank have any recourse against Zonal Railway in
respect of any payment made hereunder.

This BANK GUARANTEE shall be interpreted in accordance with the laws of India and the
courts at Delhi shall have exclusive jurisdiction.

The Guarantor Bank represents that this BANK GUARANTEE has been established in such
form and with such content that it is fully enforceable in accordance with its terms as
against the Guarantor Bank in the manner provided herein.

This BANK GUARANTEE shall not be affected in any manner by reason of merger,
amalgamation, restructuring or any other change in the constitution of the Guarantor Bank.

This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and
accordingly Zonal Railway shall not be obliged before enforcing this BANK GUARANTEE
to take any action in any court or arbitral proceedings against the selected Solar Power
Developer / Project Company , to make any claim against or any demand on the selected
Solar Power Developer / Project Company or to give any notice to the selected Solar Power
Developer / Project Company or to enforce any security held by Zonal Railway or to
exercise, levy or enforce any distress, diligence or other process against the selected Solar
Power Developer / Project Company .

The Guarantor Bank acknowledges that this BANK GUARANTEE is not personal to Zonal
Railway and may be assigned, in whole or in part, (whether absolutely or by way of
security) by REMC Ltd./Railways to any entity to whom Zonal Railway is entitled to assign
its rights and obligations under the PPA.

Notwithstanding anything contained hereinabove, our liability under this Guarantee is

restrictedtoRs. ................ (Rs. only) and it shall remain
in force until .................. (Provide for two additional months after the period of guarantee
for invoking the process of encashment) We are liable to pay the guaranteed amount or any
part thereof under this Bank Guarantee only if Zonal Railway serves upon us a written claim
or demand.

Signature
Name
Power of AttorneyNo.

For

77
 [Insert Name of theBank]

E-mail ID of the bank:

Banker's Stamp and Full Address.

Datedthis dayof , 20

Witness:
1. …………………………………….
Signature

Name and Address

2. …………………………………..
Signature

Name and Address

Notes:

1. The Stamp Paper should be in the name of the Executing Bank and of appropriate
value.
2. The Performance Bank Guarantee shall be executed by any of the Bank from the List
of Banks enclosed.

78
 SCHEDULE 2: FORMAT OF PAYMENT ON ORDER INSTRUMENT TO BE ISSUED BY
IREDA/REC/PFC
(to be submitted separately for each Project)
No. Date

Zonal Railway, Registered

,

Reg: M/s (insert name of the PPA signing entity) (Project No.
(insert project ID issued by Zonal Railway) – Issuance of Payment
on Order Instrument for an amount ofRs.

Dear Sir,

1. The Ministry of New and Renewable Energy, Government of India vide its letter dated 12th
March 2020 has decided that to facilitate the promotion of solar and wind power development
and implementation of the project by the Solar and Wind Power Developers who have entered
into financing and funding agreements with IREDA/REC/PFC, the security by way of PBG in
the form of Performance Bank Guarantee given by the Developers be allowed to be substituted
by Letter of Undertaking/Payment on Order Instrument issued by Non-Banking Finance
Companies under the control of the Ministry of New and Renewable Energy and Ministry of
Power. Zonal Railway and other nodal agencies appointed by the Government of India with
whom the power developers have entered into Power Purchase Agreement may accept the
same in place of PBG. The Ministry of New and Renewable Energy vide letter dated
12.03.2020 has, inter-alia, decided asunder:

6. After carefully examining the matter, the Ministry have decided as follows:

b) (i) SECI or NTPC or any other implementing agency on behalf of MNRE

(henceforth called implementing agencies) may release the
Performance Bank Guarantee (PBG) of any project if RE developers
are able to replace the same with Letter(s) of Undertaking to pay in
case situation of default of RE developer in terms of Power Purchase
Agreement (PPA) arises, from Indian Renewable Energy Development
Agency Limited (IREDA) or Power Finance Corporation Limited
(PFC) or REC Limited (REC), the three non- banking financial
institutions under Ministry of New & Renewable Energy (MNRE)/
Ministry of Power (MoP). These three financial institutions - IREDA or
PFC or REC may issue such Letter(s) of Undertaking to pay only after
securing their financial interests taking into account the security(ies)
available with them as per their policy and after due diligence. These
non-banking financial institutions would ensure that the security(ies)
available with them are enough to cover full risk/ or exposure, which
may arise on account of issue of such Letter(s) of Undertaking. Such
Letter(s) may be termed as "Payment on Order instrument" and will
79
 have same effect as that of a Bank Guarantee issued by any public
sector bank. This "Payment on Order instrument" would have terms
and conditions similar to that of any Bank Guarantee given by any
public sector bank and would promise to pay the implementing
agencies on demand within stipulated time.

(ii) RE developers can seek such Letters(s) by offering due security to the
above mentioned three non-banking financial institutions mentioned
above (IREDA, PFC & REC) for seeking replacement of their Bank
Guarantees already pledged with the implementing agencies.

(iii) For future projects, RE developers would be at liberty to either pledge

Bank Guarantee(s) or Letter(s) of Undertaking as stated above
towards Performance Bank Guarantee.

(iv) The above decisions may be treated as amendments to the respective

Standard Bidding Guidelines (SBG) (solar/wind) and notified
accordingly.

(v) Implementing agencies shall not accept the instrument of 'Letter of

Undertaking' as described above or in any other form, from any other
non-banking financial institutions or bank, except IREDA, PFC & REC.

2. It is to be noted that M/s. (insert name of the POI issuing

Agency)(‘IREDA/REC/PFC’) has sanctioned a non-fund based limit loan of Rs.
(Rupees only) to M/s under the
Loan Agreement executed on to execute Renewable Energy Projects.

3. At the request of M/s_ , on behalf of (insert

name of the SPV), it is now intended and proposed to issue this Payment on Order Instrument
(POI) for an amount of Rs. (Rupees (in words)).

4. In consideration of the ----- [Insert name of the Bidder] (hereinafter referred to as selected Solar
Power Developer') submitting the response to RfS interalia for selection of the Project of the
capacity of ……….. MW, at …………[Insert name of the place] under RfS for , for supply of
power there from on long term basis, in
Response to the RfS dated…………issued by REMC Ltd.
(hereinafter referred to as REMC LTD.) and REMC LTD. considering such response to
the RfS of
………[insert the name of the selected Solar Power Developer] (which expression
shall unless repugnant to the context or meaning there of include its executers,
administrators, successors and assignees) and selecting the Solar Power Project of
the Solar Power Developer and issuing Letter of Award No to (Insert Name of
selected Solar Power
Developer) as per terms of RfS and the same having been accepted by the selected
SPD resulting in a Power Purchase Agreement (PPA) to be entered into, for
purchaseof Power [from selected Solar Power Developer or a Project Company, M/s --
-----------
{a Special Purpose Vehicle (SPV) formed for this purpose}, if applicable ]. As per the
80
 terms of the RfS, the [insert name & address of IREDA/PFC/REC]
hereby agrees unequivocally, irrevocably and unconditionally to pay to Zonal Railway
at [Insert Name of the Place from the address of the Zonal Railway] forthwith on
demand in writing from REMC LTD. or any Officer authorized by it in this behalf, any
amount up to and not exceeding Rupees------ [Total Value] only, on behalf of M/s
[Insert name of the selected Solar Power
Developer / Project Company]

5. In consideration of the above facts,IREDA/REC/PFC,having its registered office at

,agrees to make payment for the sum of Rs. lakhs
(in words… ................................... ) to Zonal Railway on the following conditions:-

(a) IREDA/REC/PFC agrees to make payment of the above said amount unconditionally,
without demur and without protest within a period of days of receipt of request from
Zonal Railway within the validity period of this letter as specified herein;
(b) The commitment of IREDA/REC/PFC, under this Payment on Order Instrument will have
the same effect as that of the commitment under the Bank Guarantee issued by any
Public Sector Bank and shall be enforceable in the same manner as in the case of a
Bank Guarantee issued by a Bank and the same shall be irrevocable and shall be
honored irrespective of any agreement or its breach between IREDA/REC/PFC or its
constituents notwithstanding any dispute that may be raised by them against Zonal
Railway;
(c) The liability of IREDA/REC/PFC continues to be valid and binding on IREDA/REC/PFC
and shall not be terminated, impaired and discharged, by virtue of change in its
constitution and specific liability under letter of undertaking shall be binding on its
successors or assignors;
(d) The liability of IREDA/REC/PFC shall continue to be valid and binding on
IREDA/REC/PFC and shall not be terminated/ impaired/ discharged by any extension of
time or variation and alternation made given or agreed with or without knowledge or
consent of the parties (Zonal Railway), subject to the however to the maximum extent
of amount stated herein and IREDA/REC/PFC is not liable to any interest or costs etc;
(e) This Payment of Order Instrument can be invoked either partially or fully, till the date of
validity;
(f) IREDA/REC/PFC agrees that it shall not require any proof in addition to the written
demand by Zonal Railway made in any format within the validity period.
IREDA/REC/PFC shall not require Zonal Railway to justify the invocation of the POI
against the SPV/SPD, to make any claim against or any demand against the SPV/SPD
or to give any notice to the SPV/SPD;

81
 (g) The POI shall be the primary obligation of IREDA/REC/PFC and Zonal Railway shall
not be obliged before enforcing the POI to take any action in any court or arbitral
proceedings against the SPV/SPD;

(h) Neither Zonal Railway is required to justify the invocation of this POI nor shall
IREDA/REC/PFC have any recourse against Zonal Railway in respect of the payment
made under letter of undertaking;

6. Notwithstanding anything contrary contained anywhere in this POI or in any other

documents, this POI is and shall remain valid upto and
IREDA/REC/PFC shall make payment there under only if a written demand or request
is raised within the said date and to the maximum extent of Rs… and
IREDA/REC/PFC shall in no case, be liable for any interest, costs, charges and
expenses and IREDA’s/REC’s/PFC’s liability in no case will exceed more than the
above amount stipulated.

7. In pursuance of the above, IREDA/REC/PFC and Zonal Railway have signed an

Umbrella Agreement dated setting out the terms and conditions for issue of letter of
undertaking by IREDA/REC/PFC to Zonal Railway and the said terms and conditions
shall be read as a part of this letter of undertaking issued for the project of the project of
PP mentioned above.
Thanking you,
Yours faithfully
For and on behalfof

M/s.____________________________
(name of the POI issuing agency).

( )
General Manager (TS)
Copy to:-
M/s. PP

As per their request

( )
General Manager (TS)

82
 SCHEDULE 3: COMMISSIONING PROCEDURE

 Capacity of Solar PV Projects:

i) The Project configuration shall be allowed as per the following example given below:
Sr. No. Solar PV Minimum DC Minimum Rated Maximum AC
Project Arrays Capacity Inverter Capacity Limit at
Capacity Bid to be installed Capacity* Delivery point

1 50 MW 50 MW 50 MW 50 MW

*Incase the rated inverter capacity is mentioned in kVA, the IEC test certificate declaring
the power factor of the Inverter/PCU at rated power has to be submitted and the power
factor shall be multiplied by the kVA rating to calculate the rated capacity of the inverter in
kW.

ii) The SPD shall be required to demonstrate compliances with the “Technical
Requirements for Grid/Railway Transmission System Connected Solar PV Power
Plants” as mentioned in the RfS and Guidelines. iii) Higher DC capacity arrays can
also be allowed, subject to the condition that the AC capacity limit as mentioned in
(i) above for scheduling at the Delivery Point as per Article 4.4 “Right to Contracted
Capacity & Energy” of the PPA is complied with.
iv) For commissioning of the Project, cumulative capacity of DC arrays and cumulative
capacity of the inverters installed shall be considered. In case of part commissioning
(if applicable) of the Project, it shall be required to have the DC Arrays Capacity and
inverters capacity be installed not less than the proposed part commissioning
capacity.
v) If generation at any time exceeds the maximum permissible AC capacity at delivery
point, the excess generation during that period may not be considered under PPA.

83
 SCHEDULE-4: PROJECT TIMELINES

The timeline schedule shall be added here and agreed by the SPD.

84
 APPENDIX-1: COMMISSIONING PROCEDURE

The Solar PV Project will be declared as commissioned when all equipment as per
rated project capacity has been installed and energy from the Project has flown into
the Grid/Railway Transmission System, which will be verified by a
committee/agency identified by Railways to witness the Commissioning of the
Project. Railway may form a commissioning committee comprising of officials from
Division/ Headquarter of Zonal Railways and representative of SPD.
Following is the chronology of the procedure to be followed for commissioning of
the Project.
i) SPDs shall give to the concerned RLDC/SLDC, State Nodal Agency (SNA) and
Railways at least thirty (30) days advance written notice, of the date on which it
intends to synchronize the Power Project to the Grid/Railway Transmission System
System. The SPD shall be solely responsible for any delay or non-receipt of the
notice by the concerned agencies, which may in turn affect the Commissioning
Schedule of the Project. Early Commissioning of a Solar Project prior to the SCD is
permitted on acceptance of power by Railways. In order to facilitate this, SPDs shall
inform the concerned RLDC/SLDC and Railways well in advance, which is not less
than 90 days prior to the date on which it intends to synchronize the Power Project to
the Grid/Railway Transmission System System.
ii) Not more than 7 days prior to the proposed commissioning date, the SPD shall give
the final written notice to Railways, SNA and STU//Railway Traction System
requiting the commissioning committee/agency to visit the site to witness
commissioning of the project. Following documents are required to be submitted by
the SPD, physically in the office of Railways along with the above notice, duly
stamped and signed by the Authorized Signatory (scanned copies may also be
allowed):
a. CoveringLetter
b. Board resolution for authorized signatory for signing the documents
related to commissioning of the Project and witnessing
thecommissioning.
c. Installation report duly signed by the authorized signatory as per
Appendix-A1-2. The SPD is advised to take due care in furnishing such
Installation Report. Discrepancy (if any) and observed by Railways, may
be construed as misrepresentation of information by the SPD and
Railways may take appropriate action as per thisAgreement.
d. Plant Layout, Plant (AC & DC) SLD, along with Inverter-wise module
details.
e. CEI/CEIG (as applicable) report containing approval for all the
components, including modules, inverters, transformers and protection
system, along with all annexures/attachments. It would be the
responsibility of the SPD to obtain the certificate.
f. Connectivity and Long-Term Access, along with TransmissionAgreement.
g. Metering Scheme Approval provided by STU/Railways

85
 h. Relevant documents from SLDC/RLDC/SPIA/SPD acknowledging
successful data communication between plant end andSLDC/RLDC.
i. RLDC Registration certificate and Charging code/Permission for
charging the generating station issued by respective RLDC/SLDCetc.
Joint Meter Reading (JMR) shall be taken at Delivery Point and Pooling
Substation (if applicable)/plant premise at the time of connectivity of the
Project with Grid/Railway Transmission System. This shall include
information of respective meters installed at delivery/ interconnection
point and pooling substation/plant premises.
j. Synchronization Certificate issued by STU/ /Railway Traction System
for ascertaining injection of power into Grid/Railway Transmission
System. Self-declaration of synchronization is required along with copy
of communication received from RLDC/SPIA/Railways for charging of
each element.
k. In line with CERC Order No. 1/14/2015-Reg.Aff.(FSDS-
Proced.)/CERC Dated 03.03.2017, SPD shall ensure data telemetry at
the inverter level to the concerned RLDC and shall ensure the
correctness of the real-time data and undertake the corrective actions, if
required.
Line of confirmation received from RLDC/ SPIA/Railway with regards
to above is required Prior to visit for witnessing the commissioning
activities.
l. Reading of all the inverters (instantaneous and total generation) along
with its serial number of a particular date.

iii) After the submission/ upload of the documents by SPD, Railways shall verify the
documents and intimate/reply with remarks. In case any additional
supporting/revised documents are asked by Railways, the same have to be submitted
by the SPD.
iv) Based on the submission of the above documents by the SPD, Railways shall
intimate to the SPD about its readiness to visit the project site to witness the
commissioning and shall notify the Commissioning Committee/Agency which shall
visit the Project site to witness the commissioning of the Project. In case of a multi-
agency Committee, the SPD shall ensure the presence of all the members of the
Committee constituted to witness the commissioning, on the said date.
v) The Commissioning Committee/Agency shall visit the Project site to verify the
technical compliance on site as per the information submitted by the SPD and to
witness the commissioning. In case the committee finds discrepancy/deviation from
the information submitted by the SPD during on site verification, the same shall be
recorded in the minutes of meeting of the Committee/Agency. Railways shall decide
the next date of visit of the Committee/Agency upon rectification of the
discrepancies by the SPD.
vi) On the date of site-visit, the SPD shall be required to demonstrate that equipment of
rated capacity has been installed, all the inverters of rated capacity are operating and
energy from the project has flown into the Grid/Railway Transmission System.
vii) Joint Meter Reading (JMR) shall be taken at Delivery Point and Pooling Substation
86
 (if applicable)/plant premise on the date of site visit by the commissioning
committee. This shall include information of respective meters installed at delivery/
interconnection point and pooling substation/plant premises.
viii) In case the Project meets the requirements as per the provisions of the RfS as
verified by the Commissioning Committee/Agency witnessing the commissioning,
the Project shall be declared as having been commissioned as on the date of
synchronization with the Grid/Railway Transmission System, as indicated in the
Synchronization Certificate. The date of Commissioning of the Project maybe
indicated in the Minutes of Meeting of the Committee/ recommendation of the
Agency visiting the Project. Any other observation contrary to the above, shall be
clearly indicated in the Minutes/recommendations and further decision on
commissioning of the Project shall be taken by Railways in this regard.
ix) Subsequent to the visit of the Commissioning Committee/Agency to the Project site,
the SPD shall submit the following documents in hard copy/scanned form, in order
to fulfil the requirements for issuance of Commissioning Certificate:
a. Minutes of Meeting of the Commissioning Committee/recommendations
of the Agency which has witnessed the commissioning of the Project.
b. Invoices against purchase of the solar modules, Inverters/PCUs and DC
cables along with the summary sheet containing the list of all the
invoices, including details and number of items.
c. All supporting documents towards meeting the technical compliance
along with datasheet/ warranty certificates/ contract agreement etc. as
mentioned in Annexure- A of the RfS).
d. Snap shots of the plant, including but not limited to, solar PV modules,
all central inverters (showing instantaneous and total generation of a
particular date), switchyards\switchgears, Power Transformers, metering
(as per applicable regulations) at delivery point etc. along with the
Installation Report.
e. SPD shall have to submit/ upload the as-built drawing after the
commissioning.
x) In case of any deviations recorded by the Commissioning Committee/Agency which
had prevented the declaration of commissioning of the Project as on the date of
synchronization of the Project, the SPD shall be required to submit to Railways, the
necessary documents towards rectification of the deviations observed. Upon
successful verification of the required documents, the fresh date of visit of the
Commissioning Committee/Agency to the Project, shall be notified by Railways. If
the Commissioning Committee/Agency visiting the Project finds the deviations
earlier noted having been suitably rectified by the SPD, the date of Commissioning
of the Project in this case, shall be the actual date of visit of the Commissioning
Committee/Agency, else, the entire process shall be repeated until the observed
deviations are rectified by the SPD to the satisfaction of the Commissioning
Committee/Agency visiting the Project.
xi) Subsequent to commissioning, the SPD shall provide the SCADA login details to
Railways for online real time data monitoring of the Project. The SPD may be
required to push the required plant related data to Railways designated server in
xml/json formats.
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 APPENDIX-2: INSTALLATION REPORT

(To be provided by SPD and to be submitted at most 7 days prior to proposed commissioning
date, which shall be verified by Commissioning Committee)

Sr. No. Capacity of the Project (MW)

Capacity already commissioned (MW)

Capacity proposed to be commissioned (MW)

I. Technology used
(Mono/Multi Crystalline / thin film / Others; please specify
along with capacity of each type)

II. Type of Tilt (Fixed Tilt/Seasonal Tilt/Tracking)

III. Rating of each module (Wp)

IV. Number of modules installed of each type (along with Serial

Nos. of all the modules installed)

V. Make of Module(s) installed of each type (including name of the

Supplier and country of origin)

VI. Number of PCUs / Inverters installed (along with Serial Nos. of

all the PCUs/Inverters installed)

VII. Make of the PCUs / Inverters (including name of supplier and

country of origin)

IX. Rating of PCUs / Inverters

X. Date of installation of full capacity (as per capacity proposed to

be commissioned)

PV arrays

PCUs / Inverters

Transformers

88
 APPENDIX-3: SAMPLE COMMISSIONING CERTIFICATE OF SOLAR PV POWER
PROJECT

(To be issued by the State Nodal Agency on its letter head)

Ref: Dated:
This is to certify that <M/s> having its registered office at --------- has successfully
commissioned Capacity <MW> out of total <MW> installed Capacity on (Date)of their Solar
PV Power Generation Project at Village ------, Tehsil/ Taluka ------- & Dist.------
The Commissioning Certificate has been issued on the basis of the following documents
enclosed:

(i) Installation Report including Snap shots of the Project from various angles
(ii) Electrical Inspector Report
(iii) Synchronization Certificate
(iv) Minutes of Meeting of the Commissioning Committee / recommendation of the Agency
visiting the Project

89
APPENDIX-4:

Not used

90
APPENDIX-5: RBI LETTER OF MANDATE FORM

91
 APPENDIX-6: INTEGRITY PACT

Between

Nodal Railway hereinafter called the “Employer” for Execution stage AND M/s____________
hereinafter referred to as "The Bidder/Contractor". Shall sign the integrity pact with Successful
Developer at the time of signing of PPA. The relevant provisions pertaining with execution of
project in this pact shall be applicable. This pact begins when both parties have legally signed it.
It expires for the Developer when his Bid Security / Earnest Money is released after signing of
PPA with successful bidder.

Preamble

The Employer intends to award, under laid down organizational procedures, contract/s for “Setting up
of upto.......MW Solar PV Power plant in Private/Farmer land near TSS under Tariff Based
Competitive Bidding” The Employer values full compliance with all relevant laws and regulations, and
economic use of resources, and of fairness and transparency in his relations with the Bidder/s and/or
contractor/s. In order to achieve these goals, the Employer will appoint an Independent External
Monitor (IEM) who will monitor the execution of the contract for compliance with the principles
mentioned above.

Section 1 – Commitments of the Employer

1) The Employer commits himself to take all measures necessary to prevent corruption and to
observe the following principles: -
a. No employee of the Employer, personally or through family members, will in connection with
the tender or for the execution of the contract, demand, take a promise for or accept, for self or
third person, any material or immaterial benefit which the person is not legally entitled to.
b. The Employer will, during the tender process, treat all Bidders with equity and reason. The
Employer will in particular, before and during the tender process, provide to all Bidders the
same information and will not provide to any Bidder confidential/additional information
through which the Bidder could obtain an advantage in relation to the tender process or the
contract execution.
c. The Employer will exclude from the process all known prejudiced persons.

2) If the Employer obtains information on the conduct of any of his employees which is a
criminal offence under the IPC (Indian Penal Code) /PC (Prevention of Corruption) Act, or if there be
a substantive suspicion in this regard, the Employer will inform its Chief Vigilance Officer and in
addition can initiate disciplinary action.
Section 2 – Commitments of the Bidder/Contractor

92
1) The Bidder commits himself to take all measures necessary to prevent corruption. He commits
himself to observe the following principles during his participation in the tender process and
during the contract execution.
a. The Bidder will not directly or through any other person or firm, offer, promise or give to any
of the Employer’s employees involved in the tender process or the execution of the contract or
to any third person any material or other benefit which he is not legally entitled to, in order to
obtain in exchange any advantage of any kind whatsoever during the tender process or during
the execution of the contract.
b. The Bidder will not enter with other Bidders into any undisclosed agreement or understanding,
whether formal or informal. This applies in particular to prices, specifications, certifications,
subsidiary contracts, submission or non-submission of bids or any other actions, to restrict
competitiveness or to introduce cartelization in the bidding process.
c. The Bidder will not commit any offence under the relevant IPC/PC Act; further the Bidder will
not use improperly, for purposes of competition or personal gain, or pass on to others, any
information or document provided by the Employer as part of the business relationship,
regarding plans, technical proposals and business details, including information contained or
transmitted electronically.
d. The Bidder will, when presenting his bid, disclose any and all payments he has made, is
committed to or intends to make to agents, brokers or any other intermediaries in connection
with the award of the contract.
e. Foreign bidders shall disclose the name and address of agents and representatives in India.
f. Indian Bidders shall disclose their foreign principals or associates.

2) The Bidder will not instigate third persons to commit offences outlined above or be an accessory to
such offences.

Section 3- Disqualification from tender process and exclusion from future contracts
If the Bidder, before award or during execution has committed a transgression through a violation of
Section 2 above, or in any other form such as to put his reliability or credibility in question, the
Employer is entitled to disqualify the Bidder/Contractor from the tender process or take action as per
the procedure mentioned in the "Guideline on banning of business dealing” annexed and marked as
Annexure "A" below.

Section 4- Compensation for Damage

93
1) If the Employer has disqualified in terms of the provisions in Section 3, the Bidder/Contractor
from the tender process prior to the award of contract, the Employer is entitled to demand and
recover the damages equivalent to Earnest Money Deposit/ Bid Security.
2) If the Employer has terminated the contract during execution in terms of the provisions under
Section 3, the Employer shall be entitled to demand and recover from the Contractor the
damages equivalent to Earnest Money Deposit, Security Deposits already recovered and
Performance Guarantee, which shall be absolutely at the disposal of the Employer.

Section -5 Previous transgression

1) The Bidder declares that no previous transgression occurred in the last 3 years with any other
Company in any country conforming to the Anti-Corruption approach or with any other Public
Sector Enterprise in India that could justify his exclusion from the tender process.
2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender
process or action can be taken as per the procedure mentioned in "Guideline on banning of
business dealing".

Section -6 Equal treatment of all Bidders/Contractors/Sub-Contractors

1) The Bidder undertakes to demand from all partners/sub-contractors (if permitted under the
conditions/ clauses of the contract) a commitment to act in conformity with this Integrity Pact and
to submit it to the Employer before signing the contract.
2) The Bidder confirms that any violation by any of his partners/sub-contractors to act in conformity
with the provisions of this Integrity Pact can be construed as a violation by the Bidder/Contractor
himself, leading to possible Termination of Contract in terms of Section 4.
3) The Employer will disqualify from the tender process all bidders who do not sign this Pact or
violate its provisions.

Section 7- Criminal charges against violating Bidders/Contractors/Sub-Contractors

If the Employer obtains knowledge of conduct of a Bidder, Contractor or Partners / Sub-Contractor, or
of an employee or a representative or an associate of a Bidder, Contractor or Sub-Contractor, which
constitutes corruption, or if the Employer has substantive suspicion in this regard, the Employer will
inform the same to its Chief Vigilance Officer.
Section - 8 Independent External Monitor / Monitors
1) (1) The Employer shall appoint competent and credible Independent External Monitor for this
Pact. The task of the Monitor is to review independently and objectively, whether and to what
extent the parties comply with the obligations under this agreement.

94
2) The Monitor is not subject to instructions by the representatives of the parties and will perform his
functions neutrally and independently. He will report to the (Designated officer of REMC
Ltd./Nodal Railway).
3) The Bidder/Contractor accepts that the Monitor has the right of access without restriction to all
Project documentation of the Employer including that provided by the Contractor. The Contractor
will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and
unconditional access to his project documentation. The same is applicable to Partners / Sub-
Contractors. The Monitor is under contractual obligation to treat the information and documents of
the Bidder/Contractor/Partners/Sub-Contractor with confidentiality.
4) The Employer will provide to the Monitor sufficient information about all meetings among the
parties related to the Project provided such meetings could have an impact on the contractual
relations between the Employer and the Contractor. The parties offer to the Monitor the option to
participate in such meetings.
5) As soon as the Monitor notices or has reason to believe that violation of the agreement by the
Employer or the Bidder/ Contractor, has taken place, he will request the Party concerned to
discontinue or take corrective action, or to take any other relevant action. The Monitor can in this
regard submit non-binding recommendations. Beyond this, the Monitor has no right to demand
from the parties that they act in a specific manner or refrain from action or tolerate action.
6) As far as possible, the Monitor will submit a written report to the (Designated officer of REMC
Ltd./Nodal Railway) within 10 days from the date of reference or intimation to him by the
Employer and should the occasion arise, submit proposal for correcting problematic situations.
7) If the Monitor has reported to the (Designated officer of REMC Ltd./Nodal Railway). of a
substantiated suspicion of an offence under relevant IPC/PC Act, and the (Designated officer of
REMC Ltd./Nodal Railway). has not, within reasonable time, taken visible action to proceed
against such offender or reported it to the Chief Vigilance Officer, the Monitor may also transmit
this information directly to the Central Vigilance Commissioner.
8) Issues like warranty / guarantee etc. shall be outside the purview of IEMs.
9) The word Monitor would include both singular and plural.

Section – 9 Pact Duration

This pact begins when both parties have legally signed it. It expires for the Contractor when his
Security Deposit is released on completion of the Maintenance Period and for all other Tenderers six
months after the Contract has been awarded. If any claim is made/lodged during this time the same
shall be binding and continue to be valid despite the lapse of this pact specified above unless it is
discharged/determined by (Designated officer of REMC Ltd./Nodal Railway).

95
 Section 10: Other Provisions

1) This agreement is subject to Indian Law. Place of performance and jurisdiction shall be as stated in
the Contract Agreement.
2) Changes and supplements as well as termination notices need to be made in writing.
3) If the Contractor is a partnership or a consortium, this agreement must be signed by the Partner in
charge/ Lead Member nominated as being in charge and who holds the Power of Attorney signed
by legally authorized signatories of all the partners/Members. The Memorandum of Understanding
/Joint Venture Agreement will incorporate a provision to the effect that all Members of the
Consortium will comply with the provisions in the Integrity Pact to be signed by the Lead Member
on behalf of the Consortium. Any violation of Section 2 above by any of the Partners/Members
will be construed as a violation by the consortium leading to possible Termination of Contract in
terms of Section 4
4) Should one or several provisions of this agreement turn out to be invalid, the remainder of this
agreement remains valid. In this case, the parties will strive to come to an agreement to their
original intentions.
5) A person signing the IP shall not approach courts while representing the matters to IEMs and
he/she will await their decision in the matter.
6) In case of sub-contracting, the principal contractor shall take the responsibility of the adoption of
IP by the sub-contractor.

Designated officer of Nodal Railway Agent / Power of Attorney Holder

_______________________
_________________________
(For & on behalf of the Employer) (For the Bidder/Contractor)

(Office Seal) (Office Seal)

Place: …………………………

Date: ……………………….

Witness 1:

(Name & Address) -----------------------------

-----------------------------
-----------------------------
-----------------------------
Witness 2
(Name & Address) -----------------------------
-----------------------------
96