Power Sale Agreement

For Sale of WIND SOLAR HYBRID POWER

on Long Term Basis

Between

NTPC Limited
&
[Enter name of End Procurer]

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 This Power Sale Agreement is made on the …….. day of ………… of 20__ at
…………
Between
NTPC Limited, a company incorporated under the Companies Act 1956, having
its registered office at 7, Institutional Area, Core-7, Scope Complex, Lodhi Road,
New Delhi-110003 (hereinafter referred to as “NTPC”, 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
[Enter name of End Procurer], a company incorporated under the Companies
Act 2013, having its registered office at (hereinafter referred to as “End
Procurer” 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 second part.

NTPC and [Enter name of End Procurer] are individually referred to as ‘Party’
and collectively referred to as ‘Parties’

WHEREAS:

A. NTPC is a Government of India Undertaking and intends to facilitate the

development of Wind Solar Hybrid Power projects in India and sale of Wind
Solar Hybrid Power generated to the End procurer in the State to enable them
to procure Wind Solar Hybrid Power including for due fulfilment of the
Renewable Purchase Obligations specified under Section 86(1) (e) of the
Electricity Act, 2003; and

B. NTPC has agreed to facilitate the development of the Wind Solar Hybrid
Power in line with the provisions of “Guidelines for Tariff Based Competitive
Bidding Process for procurement of power from Grid Connected Wind Solar
Hybrid Projects” issued by the Ministry of Power vide resolution No. 27/03/2023-
RCM dated 21.08.2023, and subsequent amendments and clarifications, if any;
and

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C. NTPC has agreed to act as an Intermediary Agency / Procurer for the
procurement of power from the Wind Solar Hybrid Power Projects to be
established, operated and maintained by the Hybrid Power Generators (HPG)
on Build, Own and Operate basis in pursuance to a competitive bid process to
be held for the purpose and the End procurer are desirous of purchasing Wind
Solar Hybrid Power including for the purpose of fulfilling the Renewable
Purchase Obligations in accordance with the scheme and objectives of the
Electricity Act, 2003, the Policies of the Government of India and the Policies of
the State Governments; and

D. NTPC has initiated a Tariff Based Competitive Bid Process for procurement of
1000 MW of the power from the ISTS- connected Wind Solar Hybrid Power
Project on the terms and conditions contained in the Request for Selection
(herein after referred to as ‘RfS’) issued by NTPC vide RfS No--------Dated------
----and subsequent amendment, and

E. (Name of the HPG), a company incorporated under the Companies Act 1956
or the Companies Act 2013 as applicable, having its registered office at ---------
------------------------------- (hereinafter referred to as “Successful Bidder" or
"Bidder"), has been selected in a Tariff Based Competitive Bid Process initiated
by NTPC inviting proposal from all interested entities and on the basis that the
tariff terms and conditions quoted by the Successful Bidder; and

F. The Successful Bidder, a company incorporated under the Companies Act

2013, having its registered office as mentioned in NTPC-HPG PPA, (hereinafter
referred to as “HPG” or “Hybrid Power Generator” which expression shall,
unless repugnant to the context or meaning thereof, be deemed to include its
successors and permitted assigns also) to develop and undertake the
generation of the Wind Solar Hybrid power from the Wind Solar Hybrid power
project; and

G. The HPG has agreed to establish a Wind Solar Hybrid power project with an
installed capacity of ----------MW where the rated power capacity of one resource
is at least 33% of the contracted capacity, on Build, Own and Operate basis in -
--------- and has agreed to sell the power generated from the project to NTPC to
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 enable onward sale to the End procurer of ------------- on the terms and
conditions contained in the PPA, finalized between NTPC and
HPG, (hereinafter referred to as ‘NTPC-HPG PPA’) a copy of the said PPA is
attached hereto and marked as Schedule `A’ to this PSA; and

H. (Name of End Procurer) acknowledges and accepts that NTPC has gone
through the process of selection of HPG, LOA issued to HPG, initialed PPA
between HPG and NTPC including the terms and conditions for such purchase,
rights and obligations assumed by NTPC and the HPG under the PPA and the
consequences of the default by either of parties to the PPA and acknowledged
that the same are in line with the TBCB guidelines; and

I. (Name of End Procurer) acknowledges and accepts that NTPC is only an

Intermediary Company and is facilitating the purchase of /sale of electricity
generated from the Wind Solar Hybrid Project and, therefore, cannot assume
independently, any obligation, financial or otherwise, either to the HPG or to
(Name of End Procurer), (unless specifically provided otherwise in the NTPC-
HPG PPA), except on a back-to-back basis, namely, that whatever obligation is
enforced by the HPG under the NTPC-HPG PPA’ against NTPC, - ( Name of
End Procurer) shall be bound to fulfil the obligation on a back-to-back basis
towards NTPC and similarly, whatever rights (Name of End Procurer) may
claim under this Agreement against NTPC, shall be subject to due enforcement
of the corresponding rights on a back-to-back basis by NTPC against HPG,
without an independent obligation on the part of NTPC; and

J. (Name of End Procurer) further acknowledges and accepts that

NTPC shall proceed to sign the PPA with HPG solely on the basis of the
agreement reached with (Name of End Procurer) for signing of
this Agreement; and

K. NTPC has agreed to sell and make available to (Name of End Procurer)
the agreed Contracted Capacity agreed to between NTPC and the HPG which
is ------- MW entirely on a back-to-back basis of the terms and conditions
contained in the NTPC-HPG PPA to be entered into between NTPC and HPG;
and
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L. Based on “Procedure for Implementation for Uniform Renewable Energy Tariff”
dated 25.10.2023, (Name of End Procurer) has to obtain/ obtained approval
from the appropriate State Commission for procuring electricity form the Solar-
wind Hybrid Central Pool at uniform renewable energy tariff (URET). Further,
the Parties had agreed that the execution of the PSA between NTPC and
(Name of End Procurer) is a pre-condition for NTPC to sign the PPA with HPG
and PPA(s) shall become integral part of this Agreement.

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 NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL
AGREEMENTS, COVENANTS AND CONDITIONS SET FORTH HEREIN, IT IS HEREBY
AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

I. This Agreement shall come into effect from signing of this Agreement by both the
parties and such date shall be the Effective Date for the purpose of this Agreement.

II. The Parties agree that decisions pertaining to adoption of the Tariff and NTPC’s trading
margin, 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.

III. Notwithstanding the Effective Date, the condition precedent for the enforcement of the
obligations of either party against the other under this Agreement shall be that, within
60 days from the date of submission of petition to the Appropriate Commission or within
120 days from the date of Power Sale Agreement (PSA), whichever is more, tariff will
be adopted by the Appropriate Commission and all requisite approval including approval
of PSA from its State Electricity Regulatory Commission shall be obtained by End
procurer within two(2) months from the date of signing of this agreement, on the terms
and conditions contained in this Agreement read with the terms and conditions
contained in the Power Purchase Agreement entered into between NTPC and HPG.
The Parties agree that in the event, the order of adoption of tariff is not issued by the
Appropriate Commission within the time specified above, the provisions of Article IV
shall apply.

IV. If the order from the Appropriate Commission is issued within 60 days of submissions
or within 120 days from the date of Power Sale Agreement (PSA), whichever is more,
no extension for Scheduled Commencement of Supply Date (SCSD) shall be given.
However, if order is not obtained within 60 days of submission of the petition or within
120 days from the date of Power Sale Agreement (PSA), whichever is more, this shall
entail a corresponding extension in Scheduled Commencement of Supply Date (SCSD)
for equal number of days for which such order has been delayed beyond such 60 days
period or 120 days from date of PSA whichever is more.

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 V. The duration of this Agreement shall be coextensive with the duration of the Power
Purchase Agreement to be entered into between NTPC and the HPG for all intent and
purposes.

VI. Subject to the terms and conditions contained herein, NTPC hereby agrees to sell and
make available the electricity procured by NTPC from the --- MW Wind Solar Hybrid
Power Project to be set up by the HPG, where the rated power capacity of one resource
is at least 33% of the contracted capacity, at various places (Enter the location of the
projects) on the terms and conditions contained in the NTPC-HPG PPA to be entered
into between NTPC and the HPG, as per the attached draft PPA (Schedule "A") on a
back-to-back basis, to (Name of End Procurer) .

VII. (Name of End Procurer) hereby acknowledge and accept that NTPC is an
Intermediary to facilitate the promotion of Wind Solar Hybrid Power Projects and to
purchase and re-sell the electricity to the End procurer to enable them to fulfil the
Renewable Purchase Obligation and, therefore, the sale of electricity by NTPC to
(Name of End Procurer) under this Agreement shall be entirely on a back-to-back
basis to the purchase of electricity by NTPC from the HPGs under the NTPC-HPG PPA,
with the intent that there shall be no residual liability on the NTPC towards the HPG
which will not be fulfilled by the (Name of End Procurer).

VIII. In accordance with the above and except as otherwise specifically provided in this
Agreement, the rights and obligations of (Name of End Procurer) under this Agreement
shall be available and enforceable entirely and effectively on a back-to-back basis to
the rights and obligations of the NTPC in the NTPC-HPG PPA and in the event NTPC
is not in a position to enforce its rights against the HPG or is subject to any obligation to
be performed towards HPG, (Name of End Procurer) shall be liable to perform such
obligation or shall be entitled to such rights only on a mutatis mutandis basis, without
any additional or independent exposure whatsoever to NTPC or rights and claims
against NTPC.

IX. Except as otherwise specifically provided in this Agreement, (Name of End

Procurer) acknowledges and accepts that the terms and conditions of the NTPC-HPG
PPA shall mutatis mutandis apply to this Agreement between the parties. (Name of End
Procurer) agrees to correspondingly fulfil, on back-to-back basis, all the obligations
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 assumed by NTPC towards HPG. (Name of End Procurer) further agree,
acknowledge and accept that as an Intermediary, NTPC is not assuming any obligation
to (Name of End Procurer) over and above the obligation which the HPG shall duly
perform under the NTPC-HPG PPA.

X. NTPC has agreed with the HPG in regard to the payment of money becoming due to
HPG under the NTPC-HPG PPA and NTPC shall be liable to discharge the payment
obligation in terms of the provisions of the NTPC-HPG PPA. Accordingly, (Name of End
Procurer) agrees to effectively securitize the payment of money and shall pay all dues
of the NTPC on back- to - back basis and further agrees to provide effective payment
security mechanism in favour of NTPC as detailed in this Agreement.

XI. The parties agree that in respect of the obligations other than the payment obligation
specifically mentioned herein above, in the event (Name of End Procurer) has any
claim against NTPC in regard to the performance of any obligation of NTPC under this
Agreement or enforcement of any right of (Name of End Procurer) against NTPC
under this Agreement, the same shall be subject to the ability of NTPC to enforce the
corresponding obligations assumed by (Name of End Procurer) to NTPC under the
NTPC-HPG PPA, NTPC shall not be required to perform and implement its obligations
or agree to the enforcement of the rights of (Name of End Procurer) under this
Agreement till such time the corresponding obligations under NTPC-HPG PPA are duly
implemented by the HPG and in case of any monetary obligations the relevant amount
is received by NTPC from the HPG. In the event of any such claim arising at the instance
of (Name of End Procurer), the parties shall discuss on the course of action to be
initiated by NTPC against the HPG for enforcement of the corresponding obligation and
all proceedings to be initiated by NTPC against the HPG for such enforcement shall be
pursued by NTPC in consultation with (Name of End Procurer).

XII. The parties hereby agree that the Liquidated Damages are payable by HPG under the
NTPC-HPG PPA for the delay in the commissioning of the Wind Solar Hybrid Power
Projects and for short supply of the Contracted Capacity of the Wind Solar Hybrid
Power. The amount of such liquidated damages for delay shall be credited to the
Payment Security Fund to be maintained as per terms of PPA.
The parties agree that (Name of End Procurer) shall not be entitled to make any
deductions towards the claim of Liquidated Damages against any payment due to NTPC
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 and all such other payments shall be made by (Name of End Procurer) by the Due
Dates, notwithstanding the status of the pending claims on Liquidated Damages. The
Parties agree that as an intermediary, NTPC shall have no legal obligation to pay any
amount towards Liquidated Damages except when the amount of such Liquidated
Damages has been recovered from the HPG by NTPC without any conditions and
encumbrances and the amount is available for appropriation by NTPC.

XIII. The parties agree that the various terms contained in the NTPC-HPG PPA such as Scope
of Project, Terms of the Agreement, Performance Guarantee, Conditions Subsequent,
Obligations of the respective Parties, Construction of the Power Generation Capacity,
Synchronization, Commissioning and Commercial Operation, Operation and
Maintenance, Purchase and Sale of Wind Solar Hybrid Power, Measuring and Metering
and Dispatch of Power, Billing and Power Accounting and payments, Liabilities, Force
Majeure, Events of Default, Termination, Transfer, Change in Law, Indemnity, Insurance,
Assignment and Changes, Financing and Bankability, Representations and Warranties,
Governing Law, Notices and all other Miscellaneous Terms provided in the NTPC- HPG
PPA, shall mutatis mutandis apply to this agreement between NTPC and ( Name of End
Procurer) .

XIV. (Name of End Procurer) shall be responsible for directly coordinating and dealing with
the HPG, State/Regional Load Dispatch Centres, Regional Power Committees, and other
authorities in all respects in regard to declaration of availability, scheduling and dispatch
of Wind Solar Hybrid Power and due compliance with deviation and settlement
mechanism and the applicable Grid Code Regulations, acknowledging that the HPG and
(Name of End Procurer) are the Grid connected entities and NTPC as intermediary
procurer/ trading licensee is not a Grid connected entity in respect of the Wind Solar
Hybrid Power contracted under this Agreement;

XV. The (Name of End Procurer) undertakes to file petition before SERC seeking necessary
approval for procurement of electricity and contracted capacity from SERC under this
PSA.

XVI. The (Name of End Procurer) shall coordinate with the respective STU and facilitate grant
of necessary NOC for drawl of power, as required by the HPG.

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XVII. The (Name of End Procurer) shall be responsible for obtaining Grid Access as per the
Central Electricity Regulatory Commission (Connectivity and General Network Access to
the inter-State Transmission System) Regulations, 2022, and for obtaining any Grid
Access/ NOC/ clearance from the respective State Transmission Utility (STU)/ SLDC, at its
own risk and cost. The End Procurer is required to file the GNA application and NOC
application within 30 days of signing of PSA (if required).

ISTS charges on transmission of power, including waiver for RE power, shall be

applicable as per extant regulations. Government of India, from time to time, issues order
for waiver of inter-state transmission system (ISTS) charges on transmission of RE power
till a certain date.
NTPC shall bear no liability arising out of any reasons whatsoever, on account of
transmission charges.
As per the Central Electricity Regulatory Commission (Sharing of Inter-State
Transmission Charges and Losses) (First Amendment) Regulations, 2023 dated
07.02.2023, and subsequent amendments and clarifications thereto the liability of
transmission charges would be to the “End Procurer(s)”. The extant regulations provide
graded waiver on ISTS charges for the projects commissioned (CoD) up to 30.06.2028.

Article 1. APPLICABLE TARIFF

1.1 The Tariff applicable for the sale of Wind Solar Hybrid Power by NTPC to the (Name of
End Procurer) under this Agreement shall be the Uniform Renewable Energy Tariff
(URET) for Solar-wind Hybrid Central Pool under “Procedure for Implementation for
Uniform Renewable Energy Tariff” dated 25.10.2023 approved by MoP. These
procedures will be applicable to (Name of End Procurer) for their contracted capacity
which forms the Solar-wind Hybrid Central Pool. In addition, thereto a trading margin of
Seven (7) Paisa/kWh shall also be payable by (Name of End Procurer) to NTPC which
NTPC shall be entitled to appropriate as its income.

All other terms & conditions mentioned under “Procedure for Implementation for Uniform
Renewable Energy Tariff” dated 25.10.2023 shall also be applicable.

The URET will not in any manner have implication on the tariff discovered under the
“Guidelines for Tariff Based Competitive Bidding Process for procurement of power from
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 Grid Connected Wind Solar Hybrid Projects” issued by the Ministry of Power vide
resolution No. No. 27/03/2023-RCM dated 21.08.2023, and subsequent amendments
and clarifications, if any.

1.2 As per the provisions of the PPA, the HPGs are permitted for commencement of supply
of power corresponding to full as well as part contracted capacity, even prior to the
SCSD. However, the Generator will be allowed to commence supply of power from the
Project, with first right of refusal for such power being vested with the End Procurer.
Subsequent to refusal of such power by the End Procurer, the right of refusal shall vest
with the Intermediary Procurer. If the End Procurer/ Intermediary Procurer decides to off-
take power in this case, such power shall be purchased at the PPA tariff for the applicable
contract year. Further, End Procurer has to pay a Trading Margin of Rs 0.07/kWh (Seven
Paisa per kWh) additionally to NTPC.

Note: Part Commencement of Supply of Power of the Project shall be accepted by the
Procurer subject to the condition that the Minimum Capacity for acceptance of first part
shall be 50% of Project Capacity or 50 MW, whichever is lower, without prejudice to the
imposition of penalty, in terms of the PPA on the part which has not yet commenced
supply of power. For Inter-state projects, first part for acceptance of commencement of
supply of power shall be at least 50 MW. The projects can further commence supply of
power in parts of at least 10 MW capacity; with last part as the balance capacity.
However, the SCSD will not get altered due to part-commencement of supply of power.
Irrespective of dates of part or full commencement of supply of power, the PPA will
remain in force for the period of 25 years from SCSD.

1.3 In case of multiple project components and if one or more such component (wind or
solar) is ready for injection of power into the grid, but the remaining component is unable
to commence supply of power, the Generator will be allowed to commence supply of
power from such component which is ready outside the ambit of PPA and does not
qualify the provisions of Part Commissioning under the RfS, PPA and PSA. This is a
special case wherein, a project component is ready, the generation from such
component is not wasted. However, the first right of refusal for such power is vested
with the End Procurer. Subsequent to refusal of such power by the End Procurer, the
right of refusal shall vest with the NTPC. In case the End Procurer/ NTPC decides to
buy such discrete component(s) power outside the PPA, such power shall be purchased
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 at 75% of the PPA Tariff. In case the same is procured by End Procurer, trading margin
of 7 paise/unit will be applicable on such power procurement.

1.4 Any compensation as applicable under the Provisions of NTPC-HPG PPA but not
limited to Compensation for Backing Down, Grid unavailability, Change in Law,
applicability of Safeguard duty etc. shall be payable by (Name of End Procurer) only
without any monetary liability on NTPC.

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Article 2. BILLING AND PAYMENT

2.1 General
The parties acknowledge and accept that the Electricity (Late Payment Surcharge and
related matters) Rules, 2022 [hereinafter referred to as ‘Rules’] notified by the Central
Government in exercise of the power conferred by Sub- section (1) of Section 176 of
the Electricity Act, 2003 shall apply and govern the terms and conditions of this
Agreement (PSA) in regard to matters contained in the said Rules including but not
limited to the Late Payment Surcharge, adjustment towards the Late Payment
Surcharge, Payment Security mechanism-its operations and consequences, actions
of Defaulting Entities, supply obligation of HPG, power not requisitioned by the End
procurer, the order of payment and adjustment towards late payment surcharge and
indemnification. The above shall apply both in regard to the present agreement as well
as on mutatis-mutandi and back-to-back basis to the PPA. The Rules referred to herein
above being statutory shall, to the extent applicable, supersede any provisions in this
Agreement (PSA) and PPA which are inconsistent or contrary to the provisions of the
Rules.

From the commencement of supply of power by NTPC, (Name of End Procurer) shall
pay to NTPC the monthly Tariff Payments, on or before the Due Date, in accordance
with Tariff as specified in Article 1. All Tariff Payments by (Name of End Procurer)
shall be in Indian Rupees.

NTPC shall issue to (Name of End Procurer) a Monthly Bill on the basis of the
provisional/ final REA for the energy supplied in the preceding month (except for first
month which shall be computed based on designed CUF and capacity of project) and
shall also include the following:
i. Adjustments bill against the Provisional Bills based on applicable energy account
for the power supplied in the preceding months
ii. Late Payment Surcharge if any
iii. Taxes, duties Levies etc, as applicable
iv. Bills/ claims towards any other amount as payable by (Name of End Procurer)
including for items as mentioned at Article 1 above.

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2.2. Payment of Monthly Bills

2.2.1 (Name of End Procurer) shall pay the amount payable under the Monthly Bill on or
before the Due Date i.e., within 45 days of presentation of bill to such account of NTPC,
as shall have been previously notified to (Name of End Procurer) in accordance with
Article 2.2.2 below.

2.2.2 NTPC shall open a bank account at New Delhi (“NTPC’s Designated Account") for allTariff
Payments to be made by (Name of End Procurer) to NTPC, and notify (Name of End
Procurer) of the details of such account at least ninety (90) Days before the dispatch of the
first Monthly Bill. (Name of End Procurer) shall also designate a bank account at .
The (Name of End Procurer) shall inform NTPC the details of such account ninety (90) Days
before the dispatch of the first Monthly Bill. NTPC and the (Name of End Procurer) shall
instruct their respective bankers to make all payments under this Agreement to the (Name of
End Procurer)’s Designated Account or NTPC’s Designated Account, as the case may be,
and shall notify either Party of such instructions on the same day.

2.3 Late Payment Surcharge

I. The parties acknowledge and accept that the LPS Rules notified by the Central
Government in exercise of the power conferred by Sub-section (1) of Section 176
of the Electricity Act, 2003 shall apply and govern the terms and conditions of this
Agreement (PSA) in regard to matters contained in the said Rules including but
not limited to the Late Payment Surcharge, adjustment towards the Late Payment
Surcharge. Alternatively, in the event of delay in payment of a Monthly Bill by the
End procurer beyond the Due Date, a Late Payment Surcharge shall be payable
by End procurer to NTPC on the outstanding payment, at the base rate of Late
Payment Surcharge applicable for the period for the first month of default.
“Base rate of Late Payment Surcharge" means the marginal cost of funds based
lending rate for one year of the State Bank of India, as applicable on the 1st April
of the financial year in which the period lies, plus five percent (500 bps) and in the
absence of marginal cost of funds based lending rate, any other arrangement that
substitutes it, which the Central Government may, by notification, in the Official
Gazette, specify.

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 II. The rate of Late Payment Surcharge for the successive months of default shall
increase by 0.5 percent (50 bps) for every month of delay provided that the Late
Payment Surcharge shall not be more than 3 percent higher than the base rate at
any time. If the period of default lies in two or more financial years, the base rate
of Late Payment Surcharge shall be calculated separately for the periods falling in
different years.

III. Provided further that all payments shall be first adjusted towards Late Payment
Surcharge and thereafter, towards monthly charges, starting from the longest
overdue bill.

2.4 Rebate

For payment of any Bill on or before Due Date, (Name of End Procurer) shall be allowed
a rebate provided valid LC of requisite value as per Article 3 is established by (Name of
End Procurer) in favour of NTPC.

a) A Rebate of 1.5% shall be payable to the ( Na me o f End Procurer) for the

payments made within a period of five (05) days of presentation of bills through email.
Explanation: In case of computation of ’5 days’, the number of days shall be counted
consecutively without considering any holiday. However, in case the last day or 5th
day is official holiday, the 5th day for the purpose of Rebate shall be construed as the
immediate succeeding working day (as per the official State Government’s calendar,
where the Office of the Authorized Signatory of the End procurer, for the purpose of
receipt or acknowledgement of Bill is situated).

b) Any payments made beyond a period of 5 Days upto and including the 30th Day from
the date of presentation of bill through email, shall be allowed a rebate of 1%.

2.5 Offtake constraints due to Transmission Infrastructure / Grid Unavailability &

Backdown:

2.5.1 Generation Compensation in offtake constraints due to Grid Un-availability:

During the operation of the Project, there can be some periods where generated power
cannot be evacuated due to transmission unavailability, for reasons not attributable in
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 any manner to the HPG, subject to the submission of satisfactory documentary
evidence from the competent authorities, the generation compensation shall be
restricted to the following and there shall be no other claim, directly or indirectly against
NTPC:

Duration of Grid unavailability Provision for Generation Compensation

Grid unavailability in a contract Generation Compensation =
year as beyond 50 hours in a ((Tariff X RE power (MW) offered but not
Contract Year as defined in the scheduled by End Procurer)) X 1000 X No.
PPA of hours of grid unavailability.
However, in case of third-party sale or sale in
the power exchange, as price taker, the 95% of
the amount realised, after deducting expenses,
shall be adjusted against the Generation
compensation payable, on monthly basis.

2.5.2 Payment in case of reduced offtake:

a) The HPG and the End Procurer shall follow the forecasting and scheduling process
as per the regulations in this regard by the Appropriate Commission. In case the plant
is available to supply power but the off-take of power is not done by the End Procurer
including non-dispatch of power due to non-compliance with “ Electricity (Late Payment
Surcharge and Related Matters) Rules, 2022 notified by Ministry of Power vide Gazette
Notification date 3rd June 2022” and any clarifications amendment thereto, considering
the principle of “Must Run” status for RE Power, the procurer shall pay to the generator,
corresponding to the reduced off take, in terms of following manner:
Reduced Off-take Provision for Generation Compensation

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 Reduced off-take Generation Compensation =
beyond 50 hours in a ((Tariff X RE power (MW) offered but not scheduled by
year, as defined in the End Procurer)) X1000 X No. of hours of reduced Off-
PPA take.
However, in case of third party sale or sale in the power
exchange, as price taker, the 95% of the amount realised,
after deducting expenses, shall be adjusted against the
generation compensation payable, on monthly basis.

(b) The Generation Compensation is to be paid as part of the energy bill for the
successive month after receipt of Regional Energy Accounts (REA). No Trading
Margin shall be applicable on this Generation Compensation.
(c) No back-down/curtailment to be ordered without giving formal/written instruction for
the same. No compensation shall be payable, however, if the backdown/ curtailment
is on account of considerations of grid security/ safety.
(d) The details of back-down/curtailment, including justifications for such curtailment,
to be made public by the concerned Load Dispatch Centre.
(e) For claiming compensation, the generator must sell their power in the power
exchange as a price taker. Thus, the compensation would be limited to the difference
of actual generation up to the declared capacity and the quantum of power scheduled
by the end procurer.

2.5.3 The above compensation as applicable under the Provisions of NTPC-HPG PPA
shall be payable by (Name of End Procurer) only without any monetary liability on
NTPC.

Article 3 Payment Security Mechanism

(Name of End Procurer) shall provide to Intermediary Procurer unconditional,

irrevocable and adequate payment security mechanism as provided herein below
failing which intermediary procurer may regulate power supply to the End Procurer in
accordance with the LPS rules cited in Article 2.1.

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(A) Letter of Credit (LC):

3.1 (Name of End Procurer) shall provide to NTPC, in respect of payment of its Monthly
Bills, a single, unconditional, revolving and irrevocable letter of credit (“Letter of Credit”),
opened and maintained by the (Name of End Procurer) as payment security
mechanism, failing which intermediary Procurer may regulate power supply to the End
Procurer in accordance with the LPS rules cited in Article 2.1. The letter of credit may
be drawn upon by NTPC in accordance with this Article.
The End Procurer shall provide NTPC draft of the Letter of Credit proposed to be
provided to NTPC two (2) months before the Schedule Commencement of Supply Date
(“SCSD”).

3.2 Not later than one (1) Month before the Start of Supply, (Name of End Procurer) shall
through a scheduled bank at (name of the Place), open a Letter of Credit in favour of
NTPC, to be made operative at least 15 days prior to the Due Date of its first Monthly
Bill under this Agreement. The Letter of Credit shall have a term of twelve (12) Months
and shall be reviewed annually in the month of January and revised w.e.f. April in the
following manner:
i. for the first Contract Year, equal to 105% of the estimated average monthly
billing.
ii. for each subsequent Contract Year, equal to 105% of the average of the
monthly billing of the previous Contract Year.

3.3 NTPC shall not draw upon such Letter of Credit prior to the Due Date of the relevant
Monthly Bill and shall not make more than one drawl in a Month provided that there are
no outstanding dues.

3.4 Provided further that if at any time, such Letter of Credit amount falls short of the
amount specified in Article 3.2 due to any reason whatsoever, the End Procurer shall
restore such shortfall within seven (7) days.

3.5 (Name of End Procurer) shall cause the scheduled bank issuing the Letter of Credit
to intimate NTPC, in writing regarding establishing of such irrevocable Letter of Credit
and any of the changes therein.
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3.6 (Name of End Procurer) shall ensure that the Letter of Credit shall be renewed not
later than thirty (30) days prior to its expiry.

3.7 As per LPS rules 2022, “default trigger date” in case of non-maintenance of the
payment security mechanism, shall be from the next bank working day after the
payment security mechanism due to be replenished but is not done.

3.8 All costs relating to the opening and maintenance of the Letter of Credit shall be borne
by (Name of End Procurer).

3.9 If (Name of End Procurer) fails to pay a Monthly Bill or part thereof within and including
the Due Date, then, subject to Article 4.1 and 4.2, NTPC may draw upon the Letter of
Credit, and accordingly the bank shall pay without any reference or instructions from
the End Procurer, an amount equal to such Monthly Bill or part thereof, by presenting
to the scheduled bank issuing the Letter of Credit, the following documents:
i) a copy of the Monthly Bill which has remained unpaid by (Name of End
Procurer)
ii) a certificate from NTPC to the effect that the bill at item (i) above, or specified
part thereof, is in accordance with the Agreement and has remained unpaid
beyond the Due Date.

(B) State Government Guarantee/ Tri-partite Agreement (TPA)

3.10 The (Name of End Procurer) shall extend the State Government Guarantee, in a
legally enforceable form, such that there is adequate security, both in terms of payment
of energy charges and termination compensation if any [for the purpose of this clause,
the Tri-Partite Agreement (TPA) signed between Reserve Bank of India, Central
Government and State Government shall qualify as State Government Guarantee
covering the security for payment of energy charges]. NTPC shall ensure that upon
invoking this guarantee, it shall at once, pass on the same to the HPG(s), to the extent
the payments to the HPG(s) in terms of the PPA are due.
Where the payment security to NTPC in respect of sale of power to (Name of End
Procurer) through TPA signed between State Government, RBI and Central
Government is not available, in such cases, (Name of End Procurer) shall provide
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 payment security to NTPC through State Government Guarantee in a legally
enforceable form covering payment of Energy bills as well as Termination
Compensation payable, if any.
Provided that the State Government guarantee shall be invoked only after the
Intermediary Procurer NTPC has been unable to recover its dues by means of the
Letter of Credit and the Payment Security Fund, if any.

3.11 Collateral Arrangement (In case of clause 3.10)

(Name of End Procurer) hereby agrees to provide an alternative payment security
arrangement before expiry of the TPA or its extension either by efflux of time or
otherwise on assignment of bulk purchase functions to a company not owned or
controlled by Govt of <Name of State> in the form of Escrow Arrangement as a back
up to the Letter of Credit. Under this arrangement an Escrow Account in favour of
NTPC shall be established through which the Receivables of (Name of End Procurer)
shall be routed as per the terms of Escrow Agreement. (Name of End Procurer)
hereby agrees that NTPC will have first charge on Receivables of (Name of End
Procurer). However, such first ranking charge shall be on the amounts, in excess of
amounts, which have already been charged or agreed to be charged prior to the date
of the execution of this Agreement. (Name of End Procurer) agrees to enter into a
separate ‘Agreement to Hypothecate Cum Deed of Hypothecation’ whereby, (Name
of End Procurer) shall hypothecate Receivables to the extent required for Payment of
dues of NTPC by (Name of End Procurer) including under this Agreement by creation
of first charge in favour of NTPC. These Receivables shall be routed through Escrow
Account for payment to NTPC in case of default in payments by (Name of End
Procurer). “Receivables” for this purpose shall mean all of the present and future
receipts, obligations, monies, claims, bills and any other property whatsoever which
may from time to time be derived from or accrue or be offered or due to (Name of End
Procurer) in respect of the sale by (Name of End Procurer) to the consumers of
electric capacity, energy and / or services or for any other reason whatsoever and all
proceeds thereof.

3.12 Escrow Agreement and Agreement to Hypothecate Cum Deed of Hypothecation shall
be established by (Name of End Procurer) to the satisfaction of NTPC to ensure
timely and regular payments of all the amounts due to it, at least three months before
the expiry of the TPA or any extension thereof either by efflux of time or otherwise on
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 assignment of bulk purchase function to a company not owned by Govt of <Name of
State>. In the event three months before expiry of TPA or its extension thereof, (Name
of End Procurer) does not sign the ‘Escrow Agreement’ and ‘Agreement to
Hypothecate Cum Deed of Hypothecation’ or (Name of End Procurer) creating any
superior charge in favour of any other party on its Receivables, NTPC shall have the
right to reallocate part or full contracted capacity of (Name of End Procurer) to Third
Party(ies). In case of termination of this Agreement or reallocation of capacity due to
reasons stated above, (Name of End Procurer) shall be liable to pay charges
equivalent to average monthly billing of last twelve months for such capacity, till the
capacity is reallocated.
Since the payments from (Name of End Procurer) is secured as per provisions of
TPA, establishment of Escrow Arrangements is not being insisted upon by NTPC
presently. (Name of End Procurer) and NTPC agree that this Agreement shall
deemed to have created a legally binding first charge on (Name of End Procurer),
receivables in favour of NTPC. Accordingly, (Name of End Procurer) shall not create
any encumbrance, charge, and lien or otherwise execute any instrument which in any
way affects the first charge over the Receivables. While creating any subsequent
charge on its Receivables or agreeing to provide Escrow cover or any other form of
payment security to any other Entities like energy supplier(s), banks, and financial
institutions etc. during the interim period till signing of Escrow Agreement with NTPC,
(Name of End Procurer) shall duly inform such energy supplier(s), banks, financial
institutions etc. of the legally binding first charge on (Name of End Procurer)’s
Receivables in favour of NTPC and the first charge of NTPC shall be in preference to
any other charge that (Name of End Procurer) may create in favour of any other
party.

3.13 (Name of End Procurer) agrees to ensure that the successor entities of (Name of
End Procurer) are duly notified of the above arrangements with NTPC and shall be
bound by the terms of this Agreement as if they are parties to this Agreement.

3.14 The Default Escrow would come into operation if,

I. The Letter of Credit is not recouped by (Name of End Procurer) to its required
value by the 7th day of its operation;
II. NTPC is unable to draw on the Letter of Credit on the Due Date, if (Name of End
Procurer) fails to pay by the Due Date.
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 III. Non-restoration of Escrow Arrangement by the 7 th day of the Due Date.

3.15 In the event of the extension of Tri partite Agreement signed between Government of
India (GOI), ____________ and Reserve Bank of India (RBI)], it will not be mandatory
for (Name of End Procurer) to execute the Escrow Arrangement till the validity of the
extended Tripartite Agreement.

Third Party Sales by NTPC

3.16 Notwithstanding anything to the contrary contained in this Agreement, NTPC shall be
entitled to but not obligated to regulate supply of Wind Solar Hybrid Power of the End
Procurer in case of Default in making payment by the 75th day from the day of presentation
of Bill to the End Procurer, non-availability of required value of LC for operation or Non
recoupment of LC by the 7th day of its operation. NTPC shall issue the Notice for
Regulation of Power Supply on the date above and shall give a notice of 2 days to start
the regulation on the 3rd day thereafter.

3.17 Regulation of power supply would be on pro rata basis i.e., in the ratio of amount due
and unpaid to total amount due against the relevant Monthly Bill. In case of shortfall in
amount of LC available, the right to regulate shall be in the ratio of shortfall in LC
maintained /available to the total amount of LC required.

3.18 In order to avoid any doubts, it is illustrated that:

i. In the event of a bill amounting to Rs. 25 Crore is unpaid to the extent of Rs. 10
Crore, NTPC would have a right to regulate and sell End Procurer’s allocation of
the Wind Solar Hybrid power to third parties to the extent of 40% (i.e., 10/25x100).
ii. If LC required to be opened/ maintained by End Procurer is to the extent of Rs.
25 Crore and LC opened/maintained/available is to the extent of Rs. 15 Crore
only i.e., LC available is short by Rs. 10 Crore, NTPC would have a right to
regulate and sell End Procurer’s allocation of power to third parties to the extent
of 40% (i.e., 10/25x100).

3.19 NTPC/ HPG shall have the right to divert the Wind Solar Hybrid Power or part thereof
and sell it to any third party namely;
i) Any consumer, subject to applicable Law; or
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 ii) Any licensee under the Act;
NTPC shall request the concerned SLDC/RLDC to divert such power to third party as
it may consider appropriate.

Provided that such sale of power to third party shall not absolve (End Procurer) from
its obligation to pay in full to NTPC for the obligation for the purchase of Wind Solar
Hybrid Power as per Schedule-A of this Agreement and any other outstanding payment
liability of (End Procurer) as per this Agreement. Further, in such case, (End Procurer)
shall have the unconditional obligation to provide and facilitate all necessary
clearances and support for the evacuation of power to the third party to whom the
power is diverted and further to bear any and all incremental charges and losses
including but not limited to application fee, connectivity, open access, ISTS charges &
Losses, transmission, wheeling, Unscheduled Interchange/DSM, Scheduling,
Reactive power, RLDC etc. These obligations are assumed by the (End Procurer) as
being necessarily arising out of the failure to draw the power generated and duly
discharge the payment obligation arising there from. The rights of NTPC under this
clause is without prejudice to other rights provided under the Agreement.

3.20 The amount realized from the diversion and sale of power to third party over and above
the Applicable Tariff, any charges including open access charges and other costs
shall be adjusted first against the pending liability of the End Procurer. Deficit if any
shall be made good by the End Procurer.

3.21 Sales to any third party shall cease and regular supply of electricity to the End
Procurer shall commence and be restored within thirty (30) days from the date of
clearing all outstanding dues payable to NTPC for the Wind Solar Hybrid Power under
this Agreement.

3.22 Further, the liability of the End Procurer to make the Tariff Payments to NTPC as per
Energy Accounts shall start from the day of such restoration of supply of power and
shall continue for such periods wherein such power was made available by HPG for
usage by the End Procurer.

Article 4- Disputed Bill

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4.1 If (Name of End Procurer) does not dispute a Monthly Bill raised by the other Party
within fifteen (15) days of receiving such Bill shall be taken as conclusive and binding.

4.2 If (Name of End Procurer) disputes the amount payable under a Monthly Bill it shall
pay undisputed amount of the invoice amount and it shall within fifteen (15) 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.

4.3 If the NTPC agrees to the claim raised in the Bill Dispute Notice issued pursuant to
Article 4., the NTPC shall make appropriate adjustment in the next Monthly Bill.

4.4 If the NTPC does not agree to the claim raised in the Bill Dispute Notice issued
pursuant to Article 4.2 it shall, within fifteen (15) days of receiving the Bill Dispute
Notice, furnish a notice (Bill Disagreement Notice) to the disputing Party 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.

4.5 Upon receipt of the Bill Disagreement Notice by the End Procurer under Article 4.4,
authorized representative(s) or a director of the board of directors/ member of board of
the End Procurer and NTPC shall meet and make best endeavors to amicably resolve
such dispute within fifteen (15) days of receipt of the Bill Disagreement Notice.

4.6 If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of
Bill Disagreement Notice pursuant to Article 4.4, the matter shall be referred to Dispute
resolution in accordance with governing Laws and Dispute resolution in NTPC-HPG
PPA.

4.7 For the avoidance of doubt, it is clarified that despite a Dispute regarding an Invoice,
the End Procurer shall, without prejudice to its right to Dispute, be under an obligation
to make payment of 95% of the invoice amount in the Monthly Bill.

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 Article 5: Right to Contract Capacity & Energy

5.1 PPA & PSA being back-to-back in nature, the provision related to 'Right to contracted
capacity and energy' contained in clause 4.4 of PPA shall also be on back-to-back basis.
Accordingly, any compensation received from HPG towards shortfall in minimum
generation shall be payable to (Name of End Procurer) and any payment related to
excess energy, procured based on consent of (Name of End Procurer), shall be
payable by (Name of End Procurer).

Article 6: Events of Default and Termination

6.1 (Name of End Procurer) Event of Default

6.1.1 The occurrence and continuation of any of the following events, unless any such event
occurs as a result of a Force Majeure Event, shall constitute (Name of End Procurer)’s
Event of Default:
(i) Any amount subject to Article remains outstanding beyond a period of sixty (60)
days after the Due Date and NTPC is unable to recover the amount outstanding
from the End Procurer through the Letter of Credit, Payment Security Fund and;
Default Escrow account; or
(ii) The End Procurer fails to evacuate power from the Delivery Points for a
continuous period of one day.
(iii) if (a) the End Procurer becomes voluntarily or involuntarily the subject of any
bankruptcy or insolvency or winding up proceedings and such proceedings
remain uncontested for a period of thirty (30) days, or (b) any winding up or
bankruptcy or insolvency order is passed against the End Procurer, or (c) the
End Procurer 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 End Procurer will not be a End
Procurer Event of Default if such dissolution or liquidation is for the purpose of
a merger, consolidation or reorganization and where the resulting company
retains creditworthiness similar to the End Procurer and expressly assumes all
obligations of the End Procurer under this Agreement and is in a position to
perform them; or
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 (iv) the End Procurer repudiates this Agreement and does not rectify such breach
within a period of thirty (30) days from a notice from NTPC in this regard; or
(v) except where due to any NTPC’s failure to comply with its material obligations,
the End Procurer is in breach of any of its material obligations pursuant to this
Agreement, and such material breach is not rectified by the End Procurer within
thirty (30) days of receipt of first notice in this regard given by NTPC.
(vi) Occurrence of any other event which is specified in this Agreement to be a
material breach/ default of the End Procurer.

6.2 Procedure for cases of (Name of End Procurer) Event of Default

6.2.1 Upon the occurrence and continuation of any End Procurer Event of Default under
Article 6.1, the Party affected by such occurrence shall have the right to deliver to the other
Party a notice, stating its intention to terminate this Agreement (Preliminary Default
Notice), which shall specify in reasonable detail, the circumstances giving rise to the
issue of such notice.

6.2.2 Following the issue of Preliminary Default Notice, the Consultation Period of sixty 60)
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 have to be taken with a
view to mitigate the consequences of the relevant Event of Default having regard to all
the circumstances.

6.2.3 During the Consultation Period, the Parties shall, save as otherwise provided in this
Agreement, continue to perform their respective obligations under this Agreement.

6.2.4 Within a period of seven (7) days following the expiry of the Consultation Period unless
the Parties shall have otherwise agreed to the contrary or the Event of Default giving
rise to the Consultation Period shall have ceased to exist or shall have been remedied,
the affected Party may terminate this Agreement by giving a written Termination Notice
of thirty (30) days to the other Party.

6.2.5 Subject to the occurrence and continuation of default by as contained under Article 6.1
and before expiry of time period of 30 days as per Article 6.2.4,

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 6.2.5.1 Subject to the prior consent of NTPC, the End Procurer shall novate its part
of the PSA to any third party, including its Affiliates within the period of 30
days beyond the days of 30 days in which End Procurer may rectify the
breach,

6.2.5.2 In the event the aforesaid novation is not acceptable to NTPC and/or HPG,
or if no offer of novation is made by the defaulting End Procurer within the
stipulated period as per Article 6.2.4, then NTPC may terminate the PSA and
at its discretion, which shall result in
of termination of PPA, and accordingly, End Procurer shall pay to the
Generator, damages equivalent to 24 (twenty-four) months, or balance PPA
period whichever is less, of charges for its contracted capacity with the
stipulated CUF.

6.3 Termination due to Force Majeure

If the 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. 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.

6.4 Termination of back-to-back agreements

In case of termination of NTPC-HPG PPA, this Agreement shall automatically

terminate, provided that in case of such termination as identified in this Article any
pending monetary liabilities of either Party shall survive on the termination of this
Agreement. In the event of termination of PPA/PSA, any damages or charges payable
to the STU/ CTU, for the connectivity of the plant, shall be borne by the End Procurer.

ARTICLE7: MISCELLANEOUS PROVISIONS

7.1 Amendment

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 This Agreement may only be amended or supplemented by a written agreement
between the Parties, with the approval of the Appropriate Commission, if necessary.
Subject to the provisions of the RfS Document and keep this Agreement as principal
Agreement, both Parties may execute further Agreement on similar terms and
conditions.

7.2 Third Party Beneficiaries

This Agreement is solely for the benefit of the Parties, HPG 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.

7.3 Waiver

7.3.1 No waiver by either Party of any default or breach by the other Party in the performance
of any of the provisions of this Agreement shall be effective unless in writing duly
executed by an authorized representative of such Party.

7.3.2 Neither the failure by either Party to insist on any occasion upon the performance 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 the relinquishment of any such right or any other right
under this Agreement, which shall remain in full force and effect.

7.4 Confidentiality

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.

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7.5 Severability

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.

7.6 Notices

7.6.1 All notices or other communications which are required to be given under this
Agreement shall be in writing and in the English language.

7.6.2 If to the End Procurer, 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.:

7.6.3 If to NTPC, all notices or communications must be delivered personally or by registered

post or facsimile or any other mode duly acknowledged to the address below:

Name:
Designation:
Address: (Enter Address of NTPC)

Email:
Fax. No:
Telephone No

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7.7 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.

7.8 The duly executed Power Purchase Agreement between NTPC and HPG shall be
attached to this Agreement and shall be read along with Agreement as a composite
back-to-back process for Generation and supply of electricity to End Procurer to fulfill
the Renewable Purchase Obligations under the provisions of the Electricity Act, 2003
and the Regulations notified thereunder.

IN WITNESS 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 NTPC Limited For and on behalf of ----------------

Signature with seal Signature with seal

1.Witness 1. Witness

SCHEDULE A

1. PPA

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