Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA)

Transcription

1 Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) Request for Proposal (RFP) for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini- Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh E-bid document no. UPNEDA/PrEPARE/WB-1/HAM/2016 ISSUED BY Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) (Department of Additional Sources of Energy, Government of Uttar Pradesh) Vibhuti Khand, Gomti Nagar, Lucknow , Uttar Pradesh Phone: Fax:

2 INVITATION FOR BID December, 2016 Uttar Pradesh New and Renewable Energy Development Agency Limited (UPNEDA) E-bid document no. UPNEDA/PrEPARE/WB-1/HAM/2016 Date: 29 th December, 2016 Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) has been sanctioned a grant provided by GEF/The World Bank (International Bank for Reconstruction and Development or IBRD) (herein after called the Bank ), along with matching grant from the Ministry of New and Renewable Energy (MNRE), Government of India (GoI), for addressing the cost of Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh ( the Project ). It is intended that part of the proceeds of this grant will be applied to eligible payments for this Project under the Contract. Uttar Pradesh New and Renewable Energy Development Agency (hereinafter called UPNEDA or Employer ) has been appointed as the bid process coordinator for conducting the bid process for selection of the Contractor (Successful Bidder who will be signing the Contract with UPNEDA) for implementation of the Mini-Grid Projects. Accordingly, the Employer invites bid from interested Bidders to participate in the bid process as per the terms and conditions of this Request for Proposal (RFP). UPNEDA will undertake the bidding process for selection of the Contractor for the District of Hamirpur. The bidding process will be carried out by UPNEDA in which the Bidder shall agree to install the Mini-Grid Project for the entire capacity of kW proposed in the District of Hamirpur. The Contractor shall be allowed to continue or migrate or exit the Mini-Grid Project post successful Operations and Maintenance (O&M) for 10 (Ten) years as per the provisions defined in the Regulations. UPNEDA will facilitate requisite support to the Contractor for migration or exit from the Mini-Grid Project. The Project size shall not be allowed to be reduced below the capacity as per this RFP. The Contractor, to meet the capacity, shall be allowed to extend the project services to the neighboring villages where such demand exists. The Viability Gap 2

3 Funding (VGF) support applicable shall be limited to the capacity as allocated through this RFP. The RFP and the draft Contract can be downloaded from the websites and from 29 th December, :00 hrs IST till 16 th February, 2017 up to 17:00 hrs IST. Any amendment(s)/corrigendum(s)/clarification(s) with respect to the bid process shall be uploaded on these websites only. The Bidder(s) shall regularly follow up for any amendment(s)/corrigendum(s)/clarification(s) on the above website. The Bidder shall submit non-refundable e-bid document fee of Rs. 5,250 (Indian Rupees Five Thousand Two Hundred and Fifty only) inclusive of all taxes, drawn in favor of the Director UPNEDA, payable at Lucknow, Uttar Pradesh. The e-bid document fee may be drawn at a nationalized bank or State Bank of India or its subsidiary bank. The e-bid document fee shall form part of the Non-Financial Bid. The Employer seeks to qualify and select Bidder for the development of the Mini-Grid Project. For the purpose of qualification and selection of the Bidder, the Bidders shall be required to submit their e-bid (separate Non-Financial Bid and Financial Bid) in a single stage e-bidding process. The Bidders shall submit their e-bid complete in all aspects on or before 16 th February, 2017 up to 17:00 hrs IST on the or The hard copies of the documents as per clause 2.16 shall be received by the Employer at the address: UPNEDA Head Office, Vibhuti Khand, Gomti Nagar, Lucknow , Uttar Pradesh by 17 th February, 2017 up to 10:00 hrs IST. The detailed Scope of Work has been provided in Clause 2.3 of the RFP. The Bidders are advised to go through the RFP and the draft Contract carefully prior to the submission of their Bid. The Bidders may seek clarifications from the Employer by posting it online on the websites or or by in accordance with Clause 2.5 of the Bid. The Bidder(s), who meet the Eligibility Criteria, specified in Clause 2.2 of Section 2 of this RFP, will be the Qualified Bidder and the Financial Bid of all such Qualified Bidder(s) shall be opened and evaluated in accordance with the provisions of Clause of Section 3 of this RFP for the purpose of selection of the Successful Bidder. The decision of the Employer shall be final in all matters related to the bid process including the selection of Bidder. Nodal Person for correspondence and submission of original documents/hard copies of Non-Financial Bid All correspondence in respect of this RFP and submission of the original documents/hard copies of the Non-Financial Bid shall be addressed to: Director 3

4 Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) Vibhuti Khand, Gomti Nagar Lucknow Uttar Pradesh Note: or The prospective Bidders are requested to remain updated for any notice(s)/amendment(s)/clarification(s) etc. to the RFP and draft Contract through the websites or All the information related to this RFP shall be updated on the websites and No separate notifications will be issued for such notice(s)/amendment(s)/clarification(s) etc. in the print media or individually. DISCLAIMER: 1. This RFP is neither an agreement nor an offer by the Employer to the prospective Bidder(s) or any other party. The purpose of this RFP is to provide interested parties with information that may be useful to them in preparation of their e-bid/bid. Though adequate care has been taken while preparing this RFP, the Bidders shall satisfy themselves that the document is complete in all respects. Intimation of any discrepancy shall be given to this office immediately. If no intimation is received from any Bidder within 20 (Twenty) days from the date of notification of RFP, it shall be considered that the RFP is complete in all respects and has been received by the Bidder. 2. UPNEDA 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 RFP. 3. While this RFP has been prepared in good faith, neither UPNEDA nor their employees or advisors make any representation or warranty, express or implied, or accept any responsibility or liability, whatsoever, in respect of any statements or omissions herein, or the accuracy, completeness or reliability of information, and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this RFP, even if any loss or damage is caused by any act or omission on their part. 4

5 CONTENTS DEFINITIONS INTRODUCTION INFORMATION AND INSTRUCTIONS TO BIDDERS OPENING and EVALUATION OF BIDS FRAUD AND CORRUPTION POLICY OF the WORLD BANK PRE-BID CONFERENCE FORMATS FOR BID SUBMISSION ANNEXURES Model A: No existence of Grid Model B: Grid pre-exists

6 DEFINITIONS In this RFP, as herein defined where the context so admits, the following words and expression will have the following meaning. Any capitalized term, used but not defined in this RFP, shall have the meaning ascribed to such term in the Contract. The following terms are defined for use in this RFP: "Authorized signatory shall mean a person in whose name Power of Attorney has been executed by the Bidding Company/ Lead Member of the Joint Venture; Bid shall mean the Non-Financial Bid and the Financial Bid submitted by the Bidder, along with all documents/credentials/attachments, formats, etc., for the District of Hamirpur and conditions mentioned hereof. Bid Security shall mean the bank guarantee payable along with Bid for the amount of Rs. 8,00,000/- (Indian Rupees Eight Lacs Only) as per the Format 6.2 provided in the RFP; Bid Deadline shall mean the last date and time for submission of Bid in response to this Bid as specified in Clause 2.17 of this RFP including any extension provided thereof; Bidder shall mean the Bidding Company or a Joint Venture submitting the Bid. Any reference to the Bidder includes Bidding Company / Joint Venture, Member of a Joint Venture including its successors, executors and permitted assigns and Lead Member of the Joint Venture jointly and severally, as the context may require; Bidding Company shall refer to such single company that has submitted the Bid in accordance with the provisions of this RFP; Bid Validity shall have the same meaning as ascribed hereto in Clause 2.13 of this RFP; 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; "Compulsory Supply Hours" means the supply during 17:00 hrs to 23:00 hrs each day or as amended by the Commission from time to time through an order; "Commission" means the Uttar Pradesh Electricity Regulatory Commission as referred to in sub-section (1) of Section 82 of the Act; "Conflict of Interest" shall have the same meaning as ascribed hereto in Clause2.3 of this RFP; "Contract" means the contract document to be signed between the Employer and the Contractor, a draft of which is appended herewith including all the attachments and 6

7 appendices thereto and all documents incorporated by reference therein; Contractor shall mean the Project Company formed by the Successful Bidder which submits the Performance Security and executes the Contract with the Employer as per the terms and conditions specified therein in the Contract; Day means calendar day; e-bid document shall mean the RFP, the draft Contract and any other relevant document for preparation of bid by the Bidder e-bid document fee shall mean the fee payable for e-bid document in form of Demand Draft along with the Bid for the amount of Rs. 5,250/- (Indian Rupees Five Thousand Two Hundred and Fifty Only) in favor of the Director, UPNEDA, payable at Lucknow, Uttar Pradesh; Effective Date means the date of signing of the Contract between the parties; Eligibility Criteria shall mean the Eligibility Criteria as set forth in Clause2.2 of this RFP; Employer or UPNEDA shall mean Uttar Pradesh New and Renewable Energy Development Agency; Financial Bid shall mean the Bidder s Quoted Price as per Format 6.10 of this RFP; Fraud and Corrupt Practices shall have the same meaning as ascribed hereto in Section 4 of this RFP; Joint Venture shall refer to a group of companies that has collectively submitted the Bid in accordance with the provisions of this RFP; kwp shall mean kilo Watt Peak; Lead Member of the Joint Venture or Lead Member shall mean the Member which commits at least 51% (Fifty One percent) equity stake in the Project Company and so designated by other Member(s) of the Joint Venture in accordance with the Joint Venture Agreement specified in Format 6.6 of this RFP; Letter of Award or LoA shall mean the letter issued by the Employer to the Successful Bidder pursuant to the Clause 3.9 of this RFP; Member of a Joint Venture or Member or Joint Venture Member shall mean each company in the Joint Venture which has executed the Joint Venture Agreement as provided in Format 6.6 of this RFP; Mini-Grid Operator or MGO means a person, a group of persons, local authority, Panchayat Institution, users association, co-operative societies, non-governmental organizations, a Company that builds, commissions, operates and maintains the Mini-Grid Project within the State of Uttar Pradesh for generation and supply of electricity to consumers and/or sale to the Distribution Licensee in the areas under this RFP; 7

8 Mini-Grid Renewable Energy System or MRES means the stand alone or grid interactive SPV power plant generating electricity using solar energy source in the areas identified under this RFP for supply to the consumers through the Power Distribution Network and/or to the Distribution Licensee at the Inter-connection point. Mini-Grid Solar Photovoltaic based Project or Mini-Grid Project means Design, Installation, Testing, Commissioning of SPV based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh ; Power Distribution Network or PDN means the distribution infrastructure owned by the MGO for supplying electricity generated from the MRES to the consumers in the areas identified under this RFP as per the Technical Standards and Safety measures defined in these Regulations; Qualified Bidder shall mean the Bidder who, after evaluation of their Non-Financial Bid as per Clause 3.4.3, stands qualified for opening and evaluation of their Financial Bid; Regulations shall mean Uttar Pradesh Electricity Regulatory Commission (Promotion of Mini-Grid Renewable Energy Generation and Supply) Regulations, 2016, or as amended from time to time; Request for Proposal or RFP shall mean this Request for Proposal dated 29 th December, 2016 along with all formats and annexures attached hereto and shall include any modifications, amendments alterations or clarifications thereto; Site means the Land and other places upon which the Mini-Grid Projects are to be implemented, and such other land or places as may be specified in the Contract as forming part of the Site; Standard of Performance or SoP means to supply electricity to all willing domestic consumers within 40 (Forty) meters of PDN, to deploy minimum 10% (Ten percent) of the project capacity to cater to domestic consumers in the areas if there is a demand and to supply electricity continuously or intermittently for a minimum period of 5 (Five) hours, between compulsory supply hours each day to all the connected consumers. This service has to be provided by the MGO within 6 (Six) months from the date of commencement of supply of electricity by it, as defined in 2 (xxiv) of the Regulations; Statutory Auditor shall mean the auditor of a Company appointed under the provisions of the Companies Act, 2013 India; Successful Bidder shall mean the Bidder selected by the Employer pursuant to the provisions of Clause 3.4 of this RFP; Wp shall mean Watt Peak. 8

9 1. INTRODUCTION 2.1. Background Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA), has been sanctioned a grant provided by GEF/The World Bank (International Bank for Reconstruction and Development or IBRD) (herein after called the Bank ), along with matching grant from MNRE, GoI, for addressing the cost of Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh ( the Project ) Uttar Pradesh New and Renewable Energy Development Agency Uttar Pradesh (hereinafter called UPNEDA or Employer ) has been appointed as the bid process coordinator for conducting the bid process for selection of Mini-Grid Operator(s) (MGO) for the Mini-Grid Project(s). UPNEDA will undertake the bidding process for selection of the Contractor for the District of Hamirpur The capacity proposed for the Mini-Grid Project(s) to be set up in the identified villages in the District of Hamirpur is kW, based on the details given below- Sr. No. 1. District Village/ Hamlet/Tola Domestic Load in (kw) Commercial/ Anchor/ Tower/ Agriculture/ Hospital Load in (kw) Village Wise Total Load In (kw) Kutubpur Hamirpur Dhundpur Sokhar District Wise Total Load In (kw) The bidding process will be carried out by UPNEDA in which the Bidders shall agree to install the Mini-Grid Project(s) for the entire capacity proposed in the District of Hamirpur as identified in this RFP The Employer seeks to qualify and select Bidder for the development of Mini- Grid Project(s) in the District of Hamirpur. For the purpose of qualification and selection of the Bidder, the Bidder(s) shall be required to submit its e-bid (separate Non-Financial Bid and Financial Bid) in a single stage e-bidding process. The Bidder(s) shall submit its e-bid along with all supporting documents complete in all aspects on or before 16 th February, 2017 up to 17:00 hrs IST on the websites or 9

10 The Bidder(s) shall submit the hard copies of the documents as per clause 2.16 so as to reach head office of UPNEDA by 17 th February, 2017 up to 10:00 hrs IST The Bidder(s) shall have the option of participating in the bid process as a Single Entity or as a Joint Venture of companies adhering to the terms and conditions of Section 2 of this RFP The Bidder(s) shall be required to quote the required Viability Gap Funding (VGF) for the Mini-Grid Project(s) for the District of Hamirpur as per the provisions of Clause and Format 6.10 of this RFP. The Quoted VGF shall be used for the selection of Successful Bidder for the Mini-Grid Project(s) The Successful Bidder shall be required to incorporate a Project Company under the Companies Act, 2013 prior to the execution of the Contract. The Contractor shall undertake and perform the obligations and exercise the rights of the Successful Bidder (Single Entity or Joint Venture) under the Letter of Award (LoA), including the obligation to enter into the Contract for a period of 10 (Ten) years pursuant to the LoA for executing the Mini-Grid Project(s) in a district The Contract to be entered shall be in the form provided by the Employer. The draft Contract is provided on the websites and The Contract sets forth the detailed terms and conditions for disbursement of VGF to the Contractor, including the scope of the services, performance and fulfilment of obligations and rights in accordance with the provisions of the Contract and matters incidental thereto or necessary for the performance of any or all of the obligations of the Contractor under the Contract. The term of the Contract shall be for 10 (Ten) years subject to the terms and conditions of the Contract Project Description The Mini-Grid Project involves Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 (Ten) years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh For the purpose of execution of the Project and to facilitate the Bidder(s), the Employer has identified capacity of kW proposed to be set up in District of Hamirpur. For the purpose of VGF, the estimated capacity as mentioned above shall be the maximum capacity for the Mini-Grid Project(s). The installed capacity of the Mini-Grid Project(s) for the District of Hamirpur as identified in this RFP is not allowed to be reduced, in any case The Bidders are advised not to solely rely on the information and shall conduct 10

11 their own due diligence of the site to familiarize with the actual conditions before submitting their Bid. The Employer or their advisors/consultants do not take any responsibility for the accuracy, completeness or reliability of the information shared with the Bidders and shall not be liable in any form for any loss suffered by the Successful Bidder in the Project Scope of Work of Contractor The brief Scope of Work to be undertaken by the Contractor for the Mini-Grid Project(s) is provided in Clause 2.3 of this RFP. The Bidder(s) are advised to go through the Scope of Work and other details in the Contract and seek clarification(s), if any, as per Clause 2.5 of this RFP The Successful Bidder shall identify, purchase and acquire the Site in the name of the Contractor for development of the Mini-Grid Project(s). The Contractor shall ensure to have legal agreement from land owner(s) regarding the acquisition and right to use for the Mini-Grid Project(s). No separate payment will be made by the Employer to the Successful Bidder/Contractor regarding purchase/acquisition of land or any other purpose and Successful Bidder /Contractor shall be required to bear entire expenditure related to acquisition of land for the Mini-Grid Project(s) for the duration of Contract The Contractor shall be required to acquire the land(s) for the Mini-Grid Project(s) free of all encumbrances within 3 (Three) months from the date of issuance of LoA. Site development and execution of the Mini-Grid Project(s) shall be the complete responsibility of the Contractor The Mini-Grid Project(s) shall include Mini-Grid SPV Power Plant and Power Distribution Network (PDN) for supply of electricity. The technical standards for construction of PDN shall be as per the technical standards mentioned in Annexure 2, or as amended from time to time The Mini-Grid Project(s) shall adhere to Safety measures and Metering Arrangement as mentioned in Annexure 3 and Annexure 4 respectively, or as applicable from time to time. The Mini-Grid Project(s) capacity shall be designed to meet the following requirements: The Mini-Grid Project(s) shall serve electricity to households for mandatory 8 (Eight) hours in a day as per the Standard of Performance (SoP); The Contractor shall provide 6 (Six) hours of electricity supply daily to other willing productive and commercial loads in the area; but productive load demanded by domestic connection holders will be given preference over commercial loads; 11

12 The Contractor shall also be required to provide, at its own cost, street lighting in the areas where house-hold connections have been given for the identified villages and shall ensure lighting loads for government schools in the village. No tariff shall be allowed to be charged for such lighting loads. The remaining electricity, after supplying electricity to all willing houses and households, streetlights, schools and other productive and commercial loads can be supplied to other consumers in the area; The Contractor will also be free to design the generation system (number of plants, capacity of each plant) while meeting the minimum capacity requirement as set out in the Contract. The applicable VGF will be limited to the Mini-Grid Project(s) declared capacity by the Employer in this RFP and will be a one-time provision. However, the Contractor is allowed to increase the capacity of the Mini-Grid Project(s) in future to meet the demand, without any applicability of VGF for the increased capacity; The Mini-Grid Project(s) shall be allowed to interconnect with the Distribution Licensee s system following the technical standards for interconnection with the grid as per Annexure 5 of this RFP The Mini-Grid Project(s) shall be allowed to supply electricity to the consumers and/or sale of electricity to the Distribution Licensee at Inter-connection point as per applicable Models explained in Annexure 6 of this RFP The Contractor shall charge the consumers as per the following arrangement: i. Rs. 60/- (Indian Rupees Sixty only) per month for load of 50 (Fifty) Watt for 8 (Eight) hours of daily electricity supply; ii. iii. Rs. 120/- (Indian Rupees One Hundred Twenty only) per month for load up to 100 (One Hundred) Watt for 8 (Eight) hours of daily electricity supply and; For the load more than 100 (One Hundred) Watt tariff will be on mutual consent between consumers and the Contractor The Policy defines the mandatory supply of electricity for 8 (Eight) hours to domestic households. In case, the domestic consumer seeks electricity for more than 8 (Eight) hours in a day, then the Contractor shall be allowed to charge such domestic consumers on mutually agreed terms. The charges mentioned above, in Clause 1.3.7, shall not be applicable under this arrangement. The Contractor may charge such consumers on the basis of flat tariff, pre-paid or post-paid meters The Contractor shall also be required to provide, at its own cost, electricity to schools and for street lighting to the identified villages in the District of Hamirpur. No tariff shall be allowed to be charged for such loads. 12

13 In addition to providing the electricity generation, connection and supply, the Contractor shall at all times are required to adhere to the Environmental and Social Management Framework (ESMF) for the Project. Annexure 7A and 7B provides the list of Do s and Don ts for the Contractor during the development and operations of the Mini-Grid Project(s) The general design features for the Mini-Grid Project have been captured in Annexure 1 of this RFP. The Bidders are also advised to go through the standards and specifications for the Mini-Grid Project(s) as provided in the Contract Scope of Work of the Employer The Employer shall provide to the Contractor, the amount corresponding to the Quoted VGF by the Successful Bidder in its Financial Bid in relation to the capacity of the Mini-Grid Project(s), mentioned in this RFP or unless modified by the Employer. Disbursement of VGF shall be guided by the provisions of the Contract The Employer will facilitate provisions for Ground water usage/availability of water/drainage/ Right of Way and other approvals acting as Single Window Clearance agency Brief Description of Bidding Process The Employer has adopted a single stage process for selection of the Successful Bidder for award of the Mini-Grid Project(s) The Bidders are advised to read carefully all instructions and conditions appearing in this RFP and the draft Contract and understand them fully. All information and documents required as per this RFP must be furnished by the Bidders. Failure to provide the information and/or documents as required may render the submitted Bid as Non-Responsive The Bidder(s) shall bear all costs associated with the preparation and submission of the Bid, and the Employer, will in no case be responsible or liable for these costs, regardless of the conduct or outcome of the Bid process Bid shall be valid for a period of 120 (One Hundred and Twenty) days from the last date of submission of Bid Bids are invited for implementation of the Mini-Grid Project(s) on the basis of lowest VGF required by the Bidder. The Bidder(s) shall quote VGF in Indian Rupees for the Mini-Grid Project(s). The Qualified Bidder with the lowest Quoted VGF shall be declared as the Successful Bidder and shall be eligible for issuance of LoA for the Mini-Grid Project(s) Minimum eligibility requirements are provided in Clause 2.2 of this RFP. 13

14 Bidder(s) are required to go through the section in detail and seek clarifications from the Employer as per provisions of Clause 2.5 of this RFP For further details on the preparation and submission of Bids, qualification and selection criteria etc. please refer to Section 2 of this RFP 2.6. Schedule of Bidding Process The following is the schedule of the bidding process for this RFP. Event Schedule Date Date of issue of e-bid document (RFP and draft Contract document) Pre-Bid Site Visit (s) T0 29 th December, 2017 T days 10 th January, 2017 Last Date for receiving queries T days 16 th January, 2017 Pre-Bid Meeting* Issuance of clarifications/amendments on RFP and draft Contract T0+ 20 days T0+30 days 18 th January, 2017 at 11:00 hrs IST 28 th January, 2017 E-Bid submission T0+49 days 16 th February, 2017 Opening of Non-Financial bid T0+50 days 17 th February, 2017 Shortlisting of Qualified Bidder for T0 +80 days 19 th March, 2017 opening of Financial Bid Opening of Financial Bid of Qualified T0+90 days 29 th March, 2017 Bidder Shortlisting of Selected Bidder and T0+110 days 18 th April, 2017 issue of Letter of Award Signing of Contract T0+131 days 09 th May, 2017 * Venue of Pre-Bid Meeting: UPNEDA Head Office, Vibhuti Khand, Lucknow , Uttar Pradesh. 14

15 2. INFORMATION AND INSTRUCTIONS TO BIDDERS 2.1 General terms of Bidding The Bidder is eligible to submit Bid (both non-financial and financial bid) for the Mini-Grid Project(s). The Bidder(s) may participate as a single entity (Bidding Company) or as a Joint Venture comprising of more than one entity as Member Any Bidder found to have a conflict of interest (the Conflict of Interest ) shall be disqualified. A Bidder, a Joint Venture Member, or its Subsidiary may be considered to have a Conflict of Interest with one or more Bidders, its Joint Venture Member or Subsidiary in this Bidding Process as indicated in Clause 2.3 of this RFP The Bidders shall deposit, along with its Bid, a Bid Security of the amount of Rs. 8,00,000/- (Indian Rupees Eight Lacs only) in accordance with Clause 2.12 of this RFP The Bidders shall be required to submit the requisite formats (Format 6.1 to Format 6.11 except Format 6.10) forming part of the Non-Financial Bid. The Financial Bid (as per Format 6.10) shall be uploaded separately and submitted online only. For Non-Financial Bid, the following formats shall be submitted in hard copies along with the scanned copies of the formats being submitted online. a) Bid Security (as per Format 6.2) shall be submitted in one (1) original and one (1) copy in a separate sealed envelope. b) Demand draft for e-bid document fee shall be submitted in one (1) original and one (1) copy in a separate sealed envelope. c) Formats requiring affixation of Common Seal (i.e. Format 6.3, 6.6, 6.8 of the RFP) and all documentary evidences in the form of contracts, work orders, certificates, annual reports/statements etc. shall be submitted in hard copies in one (1) original and one (1) copy in a separate sealed envelope For further details on bid preparation and bid submission, please refer to Section 2 of this RFP The Bid and all communications in relation to this RFP shall be in English language The Bidders seeking clarification on the RFP and/or draft Contract shall communicate with the Employer as per the provisions of Clause 2.5 of this RFP. 15

16 2.2 Eligibility Criteria General Criteria i. The Bidder shall be a corporate entity duly incorporated in India under the relevant Law and engaged in the business of Solar Power. Subject to Clause 2.2, the Bidder must meet the Eligibility Criteria independently as the Bidding Company or as a Joint Venture. A Bidder shall be declared as a Qualified Bidder based on meeting the Eligibility Criteria specified below in Clause 2.2 and as demonstrated based on the documentary evidence submitted by the Bidder in its Bid as per the provisions of this RFP. ii. iii. iv. Any entity, which is barred by the Government of India or any State Government or any Government Instrumentality from participating in any project, and the bar, subsists on the date of Bid for participating in this bid process, shall be ineligible to apply for submission of Bid in response to this RFP. The Bidder shall familiarize itself with the terms and conditions of the Contract and the rights and obligations of the Contractor. The Bidder shall furnish, as part of its Bid, an interest free Bid Security for an amount of Rs. 8,00,000/- (Indian Rupees Eight Lacs only) in the form of a bank guarantee as per the Format 6.2 of this RFP. v. The Bidder shall submit Power of Attorney as per Format 6.3 (a) authorizing the signatory of the Bid to commit the Bidder. In case the Bidder is a Joint Venture, each Member thereof should furnish a Power of Attorney for Lead Member of the Joint Venture as per Format 6.3 (b). vi. The Employer s determination of a Bid s responsiveness will be based solely on the contents of the Bid itself. A substantially responsive Bid is one that meets the requirements of this RFP without material deviation, reservation, or omission. A material deviation, reservation or omission is one that: a) if accepted would (i) affect in any substantial way the scope or performance of the obligations in the Contract, or (ii) limit in any substantial way, inconsistent with this RFP, the Employer s rights or the Contractor s obligations under the Contract; or b) if rectified, would unfairly affect the competitive position of other Bidders presenting substantially responsive Bids. In this context, deviation shall be defined as a departure from the requirements of this RFP. Reservation shall be defined as the setting of limiting conditions or withholding from the complete acceptance of the requirements in this RFP. Omission shall be defined as the failure to submit part or all of the information 16

17 or documentation required as per this RFP. vii. This RFP and all attached documents, provided by the Employer are and shall remain or becomes the property of the Employer and are transmitted to the Bidder solely for the purpose of preparation and the submission of Bid in accordance herewith. The Bidder shall treat all information as strictly confidential and shall not use it for any purpose other than for preparation and submission of its Bid. The provisions of this clause shall also apply mutatis mutandis to Bid and all other documents submitted by the Bidder Technical Eligibility Criteria The Bidder(s) shall be required to meet each of the following criteria to technically qualify under this RFP. i. The Bidder shall have experience of successful installation and commissioning of Renewable Energy based Off-Grid/Mini-Grid Projects and should have successfully commissioned projects of a minimum aggregate capacity of 50 (Fifty) kw with at least 2 (Two) projects with 10 (Ten) kw as the minimum project size in the last 5 (Five) years preceding the last date of Bid Submission. Or The Bidder shall have experience of successful installation and commissioning of Grid connected Solar Projects and should have successfully commissioned projects of a minimum aggregate capacity of 100 (One hundred) kw with at least 2 (Two) projects with 25 (Twenty Five) kw as the minimum project size in the last 3 (Three) years preceding the last date of Bid Submission. ii. iii. The experience of installation and commissioning of Off-Grid/Mini-Grid Projects and Solar PV projects shall mean successful commissioning of such project (s) by the Bidder either on its balance sheet or by a Project Company in which the Bidder held an equity share capital of not less than 26% (Twenty Six percent) of the subscribed and paid up equity of such Project Company at the time of commissioning of such project (s). In the event, the Bidder seeks to satisfy the above criteria as an EPC provider, the Bidder shall be required to submit completion certificates from the respective developer (s) in its favor for demonstrating the successful commissioning of the project(s). O&M Experience: The Bidder shall have the minimum experience of 2 (Two) years of O&M of Off-Grid/Mini-Grid Projects or Grid Connected Solar PV projects (including SPV Mini/Micro-Grid Projects). The O&M experience of the Bidder could be either directly as a Solar Power Project developer or as an O&M contractor. Alternatively, a Solar Power Project developer who has subcontracted the O&M works of its project(s) may be allowed to submit such experience with the condition that the Bidder shall submit an undertaking on its 17

18 letterhead that it is satisfied with the O&M works provided by its contractor for its project and shall either engage the same O&M contractor or other entity with same experience for the Mini-Grid Project(s). iv. The Bidder must furnish the required details for establishing technical eligibility (as required under i, ii and iii above) in the form of agreement(s)/contract(s)/ work order(s)/ project completion certificate(s) received from various clients for execution of works. v. In addition, the Bidder shall be required to submit the unconsolidated audited annual accounts of the respective years in which their project(s) were commissioned. vi. For the Bid submitted by a Joint Venture, the technical requirements can be met by Members separately. For e.g. the technical requirement of experience of successful installation and commissioning of Off-Grid / Grid Connected PV projects may be met by the Lead Member while the O&M experience may be met by another Member Minimum Financial Eligibility Criteria i. The Bidder shall be required to have an Annual turnover of Rs. 1,50,00,000/- (Indian Rupees One Crore Fifty Lacs Only) computed as an average of the last 3 (Three) Financial Years immediately preceding the last date of submission of Bid. The Bid must be accompanied by a certificate from the Statutory Auditor/Practicing Chartered Accountant of the Bidder certifying the above. ii. iii. iv. In addition, the Bid must be accompanied by the un-consolidated Audited Annual Accounts of the Bidder for the last 3 (Three) Financial Years. In case the annual accounts for the latest Financial Year are not audited then the provisional accounts as certified by the Statutory Auditors may be submitted. In such a case, the Bidder shall provide the unconsolidated Audited Annual Accounts for 3 (Three) Financial Years preceding the Financial Year for which the unconsolidated Audited Annual Account is not being provided. If the Bid is submitted by a Joint Venture the financial requirement shall be met individually or collectively by all the Members in the Joint Venture. The financial requirement to be met by each Member of the Joint Venture shall be computed in proportion to the equity commitment made by each of them in the Project Company as per the Joint Venture Agreement (Format 6.6), forming part of its Non-Financial Bid The Successful Bidder (either Bidding Company or Joint Venture) shall be required to incorporate a Project Company within 30 (Thirty) days of the 18

19 issuance of LoA The Employer shall examine the Eligibility Criteria (2.2.1, and 2.2.3) of the Bidder based on the documentary evidence submitted against each of the above parameters as mentioned in this RFP. Bid not fulfilling the Eligibility Criteria as above shall be rejected. 2.3 Conflict of Interest Any Bidder found to have a Conflict of Interest (the Conflict of Interest ) shall be disqualified. A Bidder may be considered to have a Conflict of Interest with one or more parties in this bidding process, if; (i) They have common controlling partner, except that this disqualification shall not apply to any ownership by a bank, insurance company, pension fund or a public financial institution referred to in the Companies Act, Bidders can view the Companies Act, 2013 at or (ii) They receive or have received any direct or indirect subsidy from any of them; or (iii) They have the same legal representative for purposes of this Bid; or (iv) They have a relationship with each other, directly or through common third parties, that puts them in a position to access the information about or influence on the Bid of other Bidders, or influence the decisions of the Employer regarding this bidding process; or (v) The Bidder, or any of its subsidiaries participated as a consultant in the preparation of any documents, design or technical specifications of the Mini-Grid Project that are subject of this Bid; or (vi) The Bidder or any of its subsidiaries has been hired (or is proposed to be hired) by the Authority as Project Manager for the Project; For purposes of this RFP, Subsidiary ( the Subsidiary ) shall be determined by law, contract or otherwise, according to controlling ownership of the assets of the subsidiary, policy direction and operational management by the single Bidder or a Joint Venture Member. 2.4 Any Bidder that has been sanctioned by the World Bank in accordance with the Bank Guidelines on Preventing and Combating Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants, shall be ineligible to be awarded a Bank-financed contract, financially or otherwise, during such period of time as the Bank shall determine. 19

20 2.5 Clarifications: A prospective Bidder requiring any clarification on this RFP or the Contract may notify the Employer either through at the Employer's mailing address indicated in the Clause or submit the query(ies) online on or prior to the Pre-Bid Meeting or within 3 (Three) days post the completion of the Pre-Bid Meeting. The Employer may choose not to respond or give any clarification for queries received later than 3 (Three) days post the completion of the Pre-Bid Meeting. All clarifications, amendments and corrigendum etc. shall be posted on the website and The Bidder shall have a regular follow-up of the websites for any amendment(s)/ corrigendum(s)/ clarification(s). The clarification(s)/response(s) shall be to all the prospective Bidder(s) but without identification of the particular entity asking for the clarification(s). The clarification(s) given shall become a part of the Bid conditions. The Employer shall not be obliged to furnish any clarification to any Bidder or communicate separately to any Bidder in matters related to this bid process. Any clarification(s) or response(s) given except as mentioned above or by any person other than the person authorized by the Employer for the purpose shall not be valid. 2.6 The purpose of the Pre-Bid meeting will be to clarify any issues regarding this RFP and Contract including in particular, issues that are raised in writing and submitted by the Bidder. The Bidders are encouraged to attend the Pre-Bid conference. Nonattendance at the Pre-Bid meeting will not be a cause for disqualification of any Bidder. 2.7 Employer is not under any obligation to entertain/ respond to suggestions made or to incorporate modifications sought for. 2.8 Employer will not bear any responsibility or liability arising out of non-receipt of the information regarding amendments in time or otherwise. Bidder must check the websites for any such amendment before submitting their Bid. 2.9 All the notices related to this Bid which are required to be publicized shall be uploaded on and and Bidder(s) are required to keep themselves updated on the same Documents Constituting the Non-Financial Bid The Non-Financial Bid prepared by the Bidder shall comprise the following components: (i) Covering Letter as per prescribed Format 6.1. (ii) E-bid document fee, (iii) Bid Security as per the prescribed Format 6.2 (iv) Original Power of Attorney issued by the Bidding Company or the Lead 20

21 Member of the Joint Venture in favor of the authorized signatory in the format attached as Format 6.3 (a). Additionally, in case of a Joint Venture, the Bid shall also contain a Power of Attorney in original (as per Format 6.3 (b)) in favor of the Lead Member issued by the other Members of the Joint Venture. (v) Bidder s Composition and Ownership Structure as per prescribed Format 6.4; (vi) Bidder s Technical and Financial Qualification Requirement as per prescribed Format 6.5; (vii) (viii) In case of a Joint Venture, Joint Venture Agreement as per prescribed Format 6.6 Letter of Consent from the Joint Venture Members as per prescribed Format 6.7 (ix) Bidder s Undertaking as per prescribed Format 6.8 (x) Board Resolution of the Bidding Company/each Member of the Joint Venture for equity investment and submission of Performance Security as per Format 6.9. (xi) Duly signed and stamped Copy of this RFP and Contract (including amendments and clarifications issued by UPNEDA) by Authorized signatory on each page. (xii) (xiii) (xiv) (xv) Certified true copy of the incorporation certificate of the Bidder Copies of Bidder s duly unconsolidated audited balance sheet and profit and loss account for the preceding 3 (Three) years Copy of Certificate of Incorporation, Memorandum of Association, Article of Association Copies of all the Agreement(s) / Contract(s) / Work Order(s) and Commissioning certificate(s) for evaluation of Technical Eligibility Criteria as per Clause of this RFP Financial Bid The Bidder shall indicate in their Financial Bid, the Quoted VGF in terms of Wp for the Contract. The Financial Bid shall be submitted online by the Bidder by entering the Quoted VGF online The maximum allowable VGF to be quoted for the Mini-Grid Project(s) is Rs. 180/- per Wp (60% of the benchmark cost for Mini-Grid Projects, as determined by the MNRE) inclusive of all taxes and duties. The Quoted VGF shall not exceed more than Rs.180/- per Wp. The Financial Bid with VGF more than 21

22 Rs.180/- per Wp shall be considered Non responsive and rejected VGF shall be quoted in Indian Rupees only Bid Security The Bidder shall furnish, as part of its Bid, an interest free Bid Security for an amount of Rs. 8,00,000/- (Indian Rupees Eight Lacs only) in the form of a bank guarantee as per the Format 6.2 of this RFP. In case of a Joint Venture, the Lead Member shall furnish the Bid Security on behalf of the Joint Venture Members as per the Joint Venture Agreement. Further, in case of a Joint Venture, the Bid Security shall be in the name of the Joint Venture submitting the Bid The Bid Security may be issued by a nationalized bank or State Bank of India or its subsidiary bank Bid(s) not accompanied with the Bid Security as per the format specified in this RFP shall be rejected and such Bid shall not be opened The Bid Security is liable to be forfeited and encashed in any of the events as brought out in Clause The Bid Security shall be valid up to 30 (Thirty) days beyond the Bid Validity The Bid Security has to be submitted by the Bidder(s) in hard copy in one (1) original and 1 (One) copy in a separate sealed envelope to the address specified in Clause prior to the timeline mentioned in Clause 2.17 of this RFP The Bid Security of unsuccessful Bidder(s) will be discharged/returned as promptly as possible, but not later than 30 (Thirty) days on the occurrence of the earlier of the following: (i) after the expiration of the period of Bid Validity or extended Bid Validity pursuant to Clause or (ii) finalization of bid(s) and signing of LoA with the Successful Bidder; The Successful Bidder's Bid Security will be discharged upon the Bidder acknowledging the LoA and furnishing the Performance Security, pursuant to the terms and conditions mentioned in this RFP The Bid security may be forfeited in any of the following circumstances by the Employer: a. if a Bidder withdraws its Bid during the period of Bid Validity specified by the Bidder ; or b. in case of a Successful Bidder, if the Bidder fails: 22

23 i. to furnish Performance Security in accordance with Clause 3.10 or ii. failure to incorporate the Project Company as per the provisions of Clause of this RFP or iii. If the Bidder withdraws or varies its Bid during the period of Bid Validity specified by the Bidder. or iv. If the Bidder/his representatives commits any fraud while competing for this Contract. or v. If the Bidder fails to sign the Contract within 21 (Twenty One) days of issuance of LoA, or vi. If the Bidder is found to have a Conflict of Interest as per the provisions of Clause 2.3 of this RFP Period of Validity of Bid Bid shall remain valid for 120 (One hundred and Twenty) days from the last date of submission of Bid prescribed by the Employer, pursuant to Clause Any Bid valid for a shorter period than 120 (one hundred and Twenty) days from the last date of submission of Bid shall be rejected by the Employer as Nonresponsive In exceptional circumstances, the Employer may solicit the Bidder's consent to extend period of Bid Validity. The request and the responses thereto shall be made in writing. The Bid Security provided under Clause 2.12 shall also be suitably extended. A Bidder may refuse the request to extend the validity without forfeiting its Bid Security. A Bidder granting the request will neither be required nor permitted to modify its Bid in any manner The RFP and the Contract and all attached documents, provided by the Employer are and shall remain or shall become the property of the Employer and are transmitted to the Bidders solely for the purpose of preparation and the submission of a Bid in accordance herewith. The Bidder(s) shall treat all information as strictly confidential and shall not use it for any purpose other than for preparation and submission of their Bid. The provisions of this clause shall also apply mutatis mutandis to Bid and all other documents submitted by the Bidder(s) Bid submitted by a Bidding Company The Bidding Company shall designate one person to represent the Bidding Company in its dealings with the Employer. The selected representative shall be authorized to perform all tasks including, but not limited to, providing information, responding to enquiries, signing of Bid etc. The Bidding Company shall submit, along with each Bid, a Power of Attorney in original (as per Format 6.3 (a)), authorizing the signatory of the Bid. 23

24 2.15 Bid submitted by a Joint Venture Each Bid shall contain a legally enforceable Joint Venture Agreement entered amongst the Members in the Joint Venture, designating one of the Members to be the Lead Member (as per Format 6.6). There shall be only one Lead Member who shall continue to hold 51% (Fifty One percent) equity in the Project Company up to a period of 5 (Five) years after Commissioning of the Mini-Grid Project(s). Each Member of the Joint Venture shall duly sign the Joint Venture Agreement making it liable for raising the required funds for its respective equity investment commitment as specified in the Joint Venture Agreement. In the absence of a duly executed Joint Venture Agreement, the Bid shall not be considered for evaluation and shall be rejected. Provided, however, that the Lead Member of the Joint Venture shall be liable to the extent of 100% (One Hundred percent) of the total proposed commitment of equity investment in the Project Company, i.e., for both its own liability as well as the liability of the other Members. Provided, further, that the Joint Venture Agreement shall not be amended without any prior written approval of the Employer The Lead Member shall designate one person to represent the Joint Venture in its dealings with the Employer. The person designated by the Lead Member shall be authorized through a Power of Attorney (as per Format 6.3 (a)) to perform all tasks including, but not limited to providing information, responding to enquiries, signing of Bid on behalf of the Joint Venture, etc. Additionally, the Bid shall also contain a Power of Attorney in original (as per Format 6.3 (b)) in favor of the Lead Member issued by the other Members of the Joint Venture The Bid shall also contain signed letter of consent as per Format 6.7 by each Member of the Joint Venture confirming that the Bid has been reviewed and each element of the Bid is agreed to by them including but not limited to the investment commitment in the Project Company In case of the Bid being submitted by a Joint Venture, the Lead Member of the Joint Venture shall be the single point of contact for the purposes of the bid process, before the date of signing of the Contract. Settlement of any dispute amongst the Joint Venture Members shall not be the responsibility of the Employer and the Employer shall not bear any liability whatsoever on this account Signing and Submission of Bid The Bidder(s) is required to upload the Bid through the websites or till 16 th February, 2017 up to 17:00 hrs IST The Bid Security (as per Format 6.2) and the demand draft for e-bid document 24

25 fee shall be submitted in hard copy in one (1) original and one (1) copy in a sealed envelope. Scanned copy of the Bid Security and demand draft for e-bid document fee shall be submitted online as a part of the Non-Financial Bid Formats requiring the affixation of Common Seal (i.e. Format 6.3, 6.6 and 6.8) along with all documentary evidences in the form of contract(s), work order(s), certificate(s), annual report(s)/statement(s), certificate of incorporation, Memorandum of Association, Article of Association shall be submitted in hard copy in one (1) original and one (1) copy in a sealed envelope. Scanned copies of Format 6.3, 6.6 and 6.8 shall be submitted online as a part of the Non- Financial Bid. However, documentary evidences are required to be submitted in hard copy only The above two envelopes (in Clause and above) shall be put in a third envelope duly sealed and submitted on or before 17 th February, 2017 up to 10:00 hrs IST and submitted in the manner provided in Clause below The Non-Financial Bid and the Financial Bid shall be uploaded separately. The Financial Bid shall be submitted online only The envelope containing the two separate envelopes for Format 6.2 and Format 6.3, 6.6 and 6.8 along with the documentary evidences, as mentioned in Clause above, shall be transcript in the following way; [ Formats for Non-Financial Bid (Format 6.2, 6.3, 6.6 and 6.8) for Uttar Pradesh Mini-Grid Project ] Name of the Bidder.. Due for opening on 17 th February, 2017 (at 11:00 hrs IST) The envelope shall then be submitted either by registered post/courier/in person, so as to reach the Employer at the following address by.failing which the Bid shall be declared Non-responsive. Director Uttar Pradesh New and Renewable Energy Development Agency Vibhuti Khand, Gomti Nagar, Lucknow ho_ashok@rediffmail.com, compneda@rediffmail.com The envelope shall be sealed properly and shall indicate the Name and address of the Bidder Any term/condition proposed by the Bidder(s) in its Bid which is not in accordance with the terms and conditions of this RFP or any financial conditions, payment terms, rebates etc. mentioned in the Financial Bid shall be considered as Conditional Bid and will make the Bid invalid. 25

26 2.17 Deadline for Submission of Bids The last date for submission of Bids on the portal or shall be 16 th February, 2017 up to 1700 hrs IST. The last date for submission of original documents and documentary evidences as provided for in Clause 2.16 shall be 17 th February, 2017 up to 10:00 hrs IST at the address mentioned in Clause of this RFP The Employer may, at its discretion or on request from the Bidder, extend the deadline for submission of Bid The Bidders are required to regularly update themselves on the key timelines of the bid process through or Late Bids The submission of the respective formats (Format 6.2, 6.3, 6.6 and 6.8 along with the documentary evidences), if received by the Employer, after the deadline as prescribed in Clause 2.17, will be rejected and/or returned unopened to the Bidder Any Bid for which the Bid Security is not received in original shall not be entitled for opening of the Non-Financial Bid. 26

27 3. OPENING and EVALUATION OF BIDS 3.1 Opening of Bids by the Employer The Employer will open the envelopes containing the Bid Security, e-bid document fee and the Non-Financial Bid (submitted online) on 17 th February, 2017 at 11:00 hrs IST in presence of Bidders representatives who choose to attend, at the following address: Uttar Pradesh New and Renewable Energy Development Agency VIbhuti Khand, Gomti Nagar Lucknow Uttar Pradesh The Bidders' representatives who shall be present shall sign a register evidencing their attendance. In the event, the specified date of Non-Financial and Financial Bid opening being declared a holiday, the Bid shall be opened at the appointed time and location on the next working day. It may be noted that the Financial Bid of only those Bidders who stand qualified after evaluation of their Non-Financial Bids ( Qualified Bidders ) shall be opened as per Clause 3.4 of this RFP In the event, the Bid Security or e-bid document fee of any Bidder is not received in original as per Format 6.2 as per the timeline mentioned in Clause 2.17 above, the Non-Financial Bid submitted by such Bidder shall not be opened The Bidder s name and the presence or absence of requisite Bid Security and other required details as the Employer, at its discretion, may consider appropriate, will be announced at the opening In case the scheduled Bid opening date is a Holiday, then the next working day shall be the bid opening date. The time for Bid submission and Bid opening will remain same on the new bid opening date. It is in the interest of the Bidder to send their authorized representatives who are well conversant with the Bid. Only one person from the Bidding Company is allowed to participate in the opening of the Bids. 3.2 Preliminary Examination The Employer will examine the Bids to determine whether they are complete, whether any computational errors have been made, whether required sureties have been furnished, and whether the Bids are otherwise in order The Employer s determination of a Bid s responsiveness will be based solely on the contents of the Bid itself. A substantially responsive Bid is one that meets the requirements of this RFP without material deviation, reservation, or 27

28 omission. A material deviation, reservation or omission is one that; i. if accepted would (i) affect in any substantial way the scope or performance of the obligations in the Contract, or ii. iii. limit in any substantial way, inconsistent with this RFP, the Employer s rights or the Contractor s obligations under the Contract, or if rectified, would unfairly affect the competitive position of other Bidder presenting substantially responsive Bids. In this context, deviation shall be defined as a departure from the requirements of this RFP. Reservation shall be defined as the setting of limiting conditions or withholding from the complete acceptance of the requirements in this RFP. Omission shall be defined as the failure to submit part or all of the information or documentation required in this RFP. 3.3 Zero Deviation Bids This is a ZERO Deviation bidding process. The Bidders shall ensure compliance of all provisions of this RFP and submit their Bid accordingly. Bid with any deviation to the bid condition(s) shall be liable for rejection. 3.4 Evaluation and Comparison of Bids The Employer will evaluate and compare the Bids which have been determined to be responsive, pursuant to the provisions of Section Evaluation of Bidder s Eligibility Criteria will be carried out based on the information furnished by the Bidder in the prescribed Format 6.5 and related documentary evidence in support of meeting the Eligibility Criteria as specified in Clause 2.2. Non-availability of information and related documentary evidence for the satisfaction of the Eligibility Criteria may cause the Bid to be Nonresponsive. However, UPNEDA may seek further clarification, information and document from any Bidder as it may deem necessary. The Bidder shall be required to respond to any such request of UPNEDA within the time permitted by UPNEDA for submission of such clarifications, information and documents. If any Bidder fails, refuses or avoids submission of any such clarification, information or documents within the permitted time, then such Bidders Bid shall be evaluated in absence of such information and UPNEDA shall not be responsible of any consequence thereof, including the rejection of the Bid and disqualification of Bidder The Bidder(s) whose bid is found to be responsive as per Clause and meet the eligibility requirement as per Clause 2.2 shall stand qualified for opening of its Financial Bid. UPNEDA shall upload the list of the Qualified Bidder on the website and and provide at least 5 (Five) working days to the Bidder to submit any complaint/representation 28

29 to the Employer. The Employer shall ensure that all complaints/ representations are resolved in consultation with the World Bank in identified time frame as per the complaint handling protocol of the World Bank. The complaint handling protocol shall be uploaded at the website and by the Employer for information to the Bidder Pursuant to Clause above and after the complaint/representation of the Bidder have been addressed by the Employer, the Financial Bid of the Qualified Bidder shall be opened in presence of the representatives of such Qualified Bidder, who wish to be present, in accordance with the timelines indicated by UPNEDA The evaluation of Financial Bid shall be carried out based on the information furnished in Financial Bid as per the following: a) The maximum allowable VGF for the Mini-Grid Projects is Rs. 180/- (Indian Rupees One Hundred and Eighty) per Wp. b) VGF shall be inclusive of all taxes and duties and shall not exceed more than Rs.180/- (Indian Rupees One Hundred and Eighty) per Wp. c) The Financial Bid with VGF more than Rs.180/- (Indian Rupees One Hundred and Eighty) per Wp shall not be considered The Bidder who has technically qualified and has quoted the lowest VGF shall be declared as the Successful Bidder for the Mini-Grid Project(s). 3.5 Contacting the Employer The Bidder shall not contact the Employer on any matter relating to its Bid, from the time of the Bid opening to the time the Contract is awarded to the Successful Bidder unless requested by the Employer to respond for clarifications on its Bid Any effort by a Bidder to influence the Employer in its decisions on Bid evaluation, Bid comparison or Contract award may result in rejection of the Bidder's Bid. 3.6 Employer's Right to Accept Any Bid and to Reject Any or All Bid The Employer reserves the right to accept or reject any Bid, and to annul the bidding process and reject all Bids at any time prior to Contract award at its sole discretion for whatsoever reasons and without incurring any liability whatsoever to any of the Bidder for any cost expense or loss etc. 3.7 Correspondence for Seeking clarifications Bidder requiring any clarification on this RFP and Contract may contact in writing or by Fax /E Mail to the address mentioned in Clause of this RFP. 29

30 3.8 Award Criteria Subject to Clause and 3.4.6, the Employer will award the Contract to the Successful Bidder who s Bid has been determined to be responsive and has been determined as the lowest evaluated Bid as per Clause Letter of Award Prior to the expiration of the period of Bid Validity, the Employer will issue LoA of Contract to the Successful Bidder in writing by registered letter or by fax/ , to be confirmed in writing by registered letter, that their Bid have been accepted The LoA will constitute the formation of the Contract and the awardee(s) would be required to acknowledge the same and send the duplicate copy, duly stamped and signed by their respective Authorized signatory Within 21 (Twenty One) days of receipt of the LoA, the Successful Bidder shall sign and date the Contract and return it to the Employer In the event, the Successful Bidder fails to sign the Contract within 21 (Twenty One) days of issuance of the LoA or is rejected or LoA issued to such Successful Bidder is cancelled, the Employer shall have the right to i. Consider the next lowest Financial Bid from the Bidder, other than the Successful Bidder, whose Bids are valid and responsive, or ii. Annul the bid process, or iii. Take any such measure as may be deemed fit in the sole discretion of the Employer, as applicable (including the black listing of bidder) In the event the provisions of Clause as above apply, the Bid Security submitted by such Bidder shall be forfeited Performance Security Within 21 (Twenty One) days of receipt of the LoA from the Employer, the Contractor shall furnish Performance Security initially to the Employer for an amount of as given below; valid till a minimum period of at least 3 (Three) years and 6 (Six) months post Scheduled Commissioning Date. In case of a Joint Venture, the Lead Member shall be responsible for ensuring the submission of Performance Security on behalf of the Contractor. Performance Security = Rs /Wp (Indian Rupees Fifteen Only per Watt peak) for the capacity allocated to the Contractor. For example, if the allocated capacity to the Contractor is 100kW under this RFP, the Contractor shall furnish Performance Security as explained below: 30

31 Performance Security= Rs.15/Wp*100*10^3 Wp = Rs. 15,00,000 (Indian Rupees Fifteen Lacs Only) The Contractor shall subsequently renew the Performance Security for the same period or for higher time period. The Performance Security shall remain in force for the total tenure of the Contract, 10 (Ten) years post commissioning of the Mini-Grid Project The Contractor shall renew the Performance Security 3 (Three) months prior to the expiry of the Performance Security or UPNEDA will encash the Performance Security amount 30 (Thirty) days prior to its expiry In such cases, where UPNEDA encashes the Performance Security and the Contractor renews it prior to the expiry of the Performance Security, UPNEDA will return the encashed amount to the Contractor after deducting operational expenses incurred, if any, for encashment or refund of the Performance Security Further, in case the Contractor fails to renew the Performance Security prior to its expiry, UPNEDA shall terminate the Contract The Performance Security shall be forfeited by the Employer in the event of Contractor s failure to complete its obligations under the Contract The Performance Security shall be denominated in Indian Rupees and shall be from any scheduled commercial bank in India and as per the format specified in the Contract. 31

32 4. FRAUD AND CORRUPTION POLICY OF the WORLD BANK 4.1 It is the Bank s policy to require that Beneficiary (i.e. UPNEDA), bidders, suppliers, contractors and their agents (whether declared or not), sub-contractors, subconsultants, service providers or suppliers, and any personnel thereof, observe the highest standard of ethics during the procurement and execution of Bank-financed contracts. 1 In pursuance of this policy: (a) The Bank defines, for the purposes of this provision, the terms set forth below as follows: (i) corrupt practice is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party; 2 (ii) fraudulent practice is any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation; 3 (iii) collusive practice is an arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions of another party; 4 (iv) coercive practice is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party; 5 (v) obstructive practice is (aa) deliberately destroying, falsifying, altering, or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a Bank investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it 1 In this context, any action to influence the procurement process or contract execution for undue advantage is improper. 2 For the purpose of this sub-paragraph, another party refers to a public official acting in relation to the procurement process or contract execution. In this context, public official includes the World Bank staff and employees of other organizations taking or reviewing procurement decisions. 3 For the purpose of this sub-paragraph, party refers to a public official; the terms benefit and obligation relate to the procurement process or contract execution; and the act or omission is intended to influence the procurement process or contract execution. 4 For the purpose of this sub-paragraph, parties refers to participants in the procurement process (including public officials) attempting either themselves, or through another person or entity not participating in the procurement or selection process, to simulate competition or to establish bid prices at artificial, non-competitive levels, or are privy to each other s bid prices or other conditions. 5 For the purpose of this sub-paragraph, party refers to a participant in the procurement process or contract execution. 32

33 from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (bb) acts intended to materially impede the exercise of the Bank s inspection and audit rights provided for under paragraph 4.1(e) below. (b) (c) (d) (e) The Bank will reject a proposal for award if it determines that the Bidder recommended for award, or any of its personnel, or its agents, or its subconsultants, sub-contractors, service providers, suppliers and/or their employees, has, directly or indirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for the Contract in question; The Bank will declare misprocurement and cancel the portion of the Grant allocated to a contract if it determines at any time that representatives of the Beneficiary or of a recipient of any part of the proceeds of the Grant engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices during the procurement or the implementation of the contract in question, without the Beneficiary having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur, including by failing to inform the Bank in a timely manner at the time they knew of the practices; The Bank will sanction a firm or individual, at any time, in accordance with the prevailing Bank s sanctions procedures, 6 including by publicly declaring such firm or individual ineligible, either indefinitely or for a stated period of time: (i) to be awarded a Bank-financed contract; and (ii) to be a nominated 7 ; The bidders, suppliers and contractors, and their sub-contractors, agents, personnel, consultants, service providers, or suppliers, will permit the Bank to inspect all accounts, records, and other documents relating to the submission of bids and contract performance, and to have them audited by auditors appointed by the Bank. 6 A firm or individual may be declared ineligible to be awarded a Bank financed contract upon: (i) completion of the Bank s sanctions proceedings as per its sanctions procedures, including, inter alia, cross-debarment as agreed with other International Financial Institutions, including Multilateral Development Banks, and through the application the World Bank Group corporate administrative procurement sanctions procedures for fraud and corruption; and (ii) as a result of temporary suspension or early temporary suspension in connection with an ongoing sanctions proceeding. 7 A nominated sub-contractor, consultant, manufacturer or supplier, or service provider (different names are used depending on the particular bidding document) is one which has either been: (i) included by the bidder in its pre-qualification application or bid because it brings specific and critical experience and know-how that allow the bidder to meet the qualification requirements for the particular bid; or (ii) appointed by the Beneficiary (i.e. UPNEDA). 33

34 5. PRE-BID CONFERENCE 5.1 A Pre-Bid conference of the Bidders shall be convened at the designated date, time and place set out in Clause 2.6. Attendance of the Bidders is optional but highly encouraged. 5.2 During the course of Pre-Bid conference, the Bidders will be free to seek clarifications and make suggestions for consideration of the Employer. The Employer shall endeavor to provide clarifications on the Bidders queries. The Bidders are also encouraged to seek clarifications from the Employer prior to or after the Pre-Bid Conference, in accordance with Clause The clarifications to the Bidders queries shall be uploaded by the Employer on the websites and without naming the Bidders. No clarification shall be sent individually by the Employer to any Bidder. The Employer reserves the right not to respond to any query which it deems not relevant to the Project and shall be under no obligation to receive or respond to queries received after the timeline provided in Clause 2.5 of this RFP. 34

35 6. FORMATS FOR BID SUBMISSION 6.1 Format for Letter of Bid (The covering letter should be on the Letter Head of the Bidding Company/Lead Member of the Joint Venture) Ref. No. Date: District: From: (Insert name and address of the Bidding Company/Lead Member of the Joint Venture) Tel. #: Fax#: address# To Director Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) Vibhuti Khand, Gomti Nagar Lucknow Uttar Pradesh Sub: Bid for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh Dear Sir, 1. We, the undersigned.[insert name of the Bidder ] having read, examined and understood in detail the RFP for Bid for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh hereby submit our Bid 35

36 comprising of the Financial Bid and the Non-Financial Bid. 2. We give our unconditional acceptance to the RFP and Contract dated issued by Uttar Pradesh New and Renewable Energy Development Agency, as amended. As a token of our acceptance to the RFP and the Contract, the same have been initialed by us and enclosed to the Bid. 3. We declare that we do not have any Conflict of Interest in accordance with Clause 2.3, of the RFP document. 4. We hereby certify that we have not been declared able by the World Bank under the laws or official regulations of India or by an act of compliance with the United Nations Security Council. 5. We declare that we/ any Member of the Joint Venture, or our / its Subsidiaries are/ are not a Member of any other Joint Venture submitting a Bid for the Mini-Grid Project(s). 6. Bid Security We have enclosed a Bid Security of Rs. 8,00,000/- (Indian Rupees Eight Lacs only) in the form of bank guarantee no. as per the prescribed format provided in Format 6.2 and valid up to [Insert date as per Clause ). We have submitted our Financial Bid strictly as per Clause 2.11 of this Bid, without any deviations, conditions and without mentioning any assumptions or notes for the Financial Bid in the said format. 7. E-bid document fee We have enclosed e-bid document fee of Rs. 5,250/- (Indian Rupees Five Thousand Two Hundred and Fifty only) in the form of Demand Draft no. drawn at Bank in favor of the Director, UPNEDA and valid up to. 8. Acceptance We hereby unconditionally and irrevocably agree and accept that the decision made by Uttar Pradesh New and Renewable Energy Development Agency in respect of any matter regarding or arising out of the Bid shall be binding on us. We hereby expressly waive any and all claims in respect of the bid process. We confirm that there are no litigations or disputes against us, which materially affect our ability to fulfil our obligations with regard to execution of the Mini-Grid Project(s) of capacity offered by us. 9. Familiarity with Relevant Indian Laws and Regulations We confirm that we have studied the provisions of the relevant Indian laws and regulations as required to enable us to submit this Bid and execute the Contract, in the event of our selection as the Successful Bidder. We further undertake and agree that all such factors as mentioned in the Bid have been fully examined and considered 36

37 while submitting the Bid. 10. Authorized Contact Person details Details of the authorized contact person are furnished as under: Name : Designation :... Company :. Address :. Phone No. :. Mobile No. :. Fax Nos. :. id :. 11. We have submitted the original Bid Security in a separate sealed envelope and the original documents pertaining to Format 6.3, 6.6, 6.8 and the required documentary evidences as per requirements of the RFP. 12. It is confirmed that our Bid is consistent with all the requirements of submission as stated in the Bid and subsequent communications from Uttar Pradesh New and Renewable Energy Development Agency 13. The information submitted in our Bid is complete, strictly as per the requirements stipulated in the Bid and is correct to the best of our knowledge and understanding. We would be solely responsible for any errors or omissions in our Bid. 14. We confirm that all the terms and conditions of our Bid are valid for acceptance for a period of 120 days from the last date of bid submission. 15. We confirm that at the time of submission of this Bid, we are not barred by the Government of India or any State Government or any Government Instrumentality from participating in any bid; 16. We confirm that we have not taken any deviation so as to be deemed Non-responsive. 17. We agree to enter into the Contract in accordance with the draft that has been provided to us as part of this RFP, a copy whereof, initialed on each page by the authorized signatory of the Bidder, is attached with this Bid. We agree to abide by the same. 18. If we are notified by you that we are the Successful Bidder in accordance with this RFP, we commit to obtain and submit the Performance Security in accordance with this RFP and the Contract. 19. We hereby certify that we have taken steps to ensure that no person acting for us or on our behalf will engage in any type of fraud and corruption. Dated the day of,

38 Thanking you, Yours faithfully, Name, Designation and Signature of Authorized Person in whose name Power of Attorney/Board Resolution as per Format 6.3 has been executed. 38

39 6.2 FORMAT OF THE UNCONDITIONAL AND IRREVOCABLE BANK GUARANTEE FOR THE BID SECURITY (To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of execution.). Beneficiary:.. Date: BID GUARANTEE No.:. District: We have been informed that (hereinafter called "the Bidder") has submitted to you its Bid dated (hereinafter called "the Bid") for the execution of Contract for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh in response to the RFP dated.[insert date] issued by Uttar Pradesh New and Renewable Energy Development Agency ( UPNEDA or Employer ). Furthermore, we understand that, according to your conditions, the Non-Financial Bid must be supported by a Bid Security at the request of the Bidder, we [Insert name and address of bank] (hereinafter referred to as Guarantor Bank ) hereby irrevocably undertake to pay you any sum or sums not exceeding in total an amount of Rs. 8,00,000/- (Indian Rupees Eight Lacs Only) upon receipt by us of your first demand in writing accompanied by a written statement stating that the Bidder is in breach of its obligation(s) under the bid conditions, because: a) the Bidder has withdrawn its Bid during the period of Bid Validity specified by the Bidder in the covering letter comprising the Bid and as extended by mutual consent of the Bidder and the Employer; or b) the Bidder having been notified of the acceptance of its Bid by the Employer during the period of Bid Validity and as extended by mutual consent of the Bidder and the Employer; i. the Bidder fails or refuses to sign and return the duplicate copy of the Letter of Award in acknowledgement thereof within 7 (seven) days of its receipt, as required in this RFP; or ii. the Bidder fails or refuses to furnish the Performance Security in accordance with 39

40 this RFP; or iii. the Bidder fails or refuses to execute the Contract; or c) Any other condition(s) and/or circumstance(s) resulting in forfeiture of the Bid Security as specified in the RFP. This guarantee will expire: (a) if the Bidder is the Successful Bidder, upon our receipt of copies of the Contract signed by the Bidder and the Performance Security issued to you upon the instruction of the Bidder; and (b) if the Bidder is not the Successful Bidder, upon the earlier of (i) our receipt of a copy of your notification to the Bidder of the name of the Successful Bidder; or (ii) sixty days after the expiration of the Bidder s bid. Consequently, any demand for payment under this guarantee must be received by us at the office on or before that date. This guarantee shall be valid and binding on the Guarantor Bank up to and including (Insert date of validity of Bid Security in accordance with Clause ) and shall not be terminable by notice or any change in the constitution of the Guarantor Bank or 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 concerned parties. The Guarantor Bank shall make payment hereunder on first demand without restriction or conditions and notwithstanding any objection, disputes, or disparities raised by the Bidder or any other person. The Guarantor Bank shall not require UPNEDA or its authorized representative to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank have any recourse against the UPNEDA or its authorized representative in respect of any payment made hereunder. This BANK GUARANTEE shall be interpreted in accordance with the laws of India and the courts at Lucknow shall have exclusive jurisdiction. The Guarantor Bank hereby agrees and acknowledges that UPNEDA shall have a right to invoke this Bank Guarantee either in part or in full, as it may deem fit. In witness whereof the Bank, through its authorized officer, has set its hand and stamp on this.. Day of at. Witness: 1. Signature Name and address. Name: Designation with Bank Stamp Signature 40

41 2.. Signature Name and address. Name: Designation with Bank Stamp Signature Name and address Attorney as per power of attorney No. For:. [Insert Name of the Bank] Banker s Stamp and Full Address: Dated this day of 20.. Note: The Stamp Paper should be in the name of the Executing Bank 41

42 6.3 POWER OF ATTORNEY (To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of execution.) a) Power of Attorney to be provided by the Bidding Company/Lead Member in favor of its representative as evidence of authorized signatory s authority. Know all men by these presents, we. (Name and address of the registered office of the Bidding Company/Lead Member as applicable) do hereby constitute, appoint and authorize Mr./Ms... (name & residential address) who is presently employed with us and holding the position of as our true and lawful attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to submission of our Bid for Implementation of the Mini- Grid Project(s) for the capacity of kW in the District Hamirpur in the State of Uttar Pradesh as per Bid specification in response to the RFP No dated.. issued by Uttar Pradesh New and Renewable Energy Development Agency (Employer), Lucknow including signing and submission of the Bid and all other documents related to the Bid, including but not limited to undertakings, letters, certificates, acceptances, clarifications, guarantees or any other document which the Employer may require us to submit. The aforesaid Attorney is further authorized for making representations to the Uttar Pradesh New and Renewable Energy Development Agency, Lucknow and providing information / responses to Employer, Lucknow representing us in all matters before Employer, Lucknow and generally dealing with Employer, Lucknow in all matters in connection to the Bid till the completion of the bidding process as per the terms of the RFP. We hereby agree to ratify all acts, deeds and things done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall be binding on us and shall always be deemed to have been done by us. All the terms used herein but not defined shall have the meaning ascribed to such terms under the RFP. Signed by the within named.. (Insert the name of the executant company) through the hand of Mr. duly authorized by the Board to issue such Power of Attorney Dated this day of 42

43 Accepted.. Signature of Attorney (Name, designation and address of the Attorney) Attested (Signature of the executant) (Name, designation and address of the executant) Signature and stamp of Notary of the place of execution Common seal of has been affixed in my/our presence pursuant to Board of Director s Resolution dated WITNESS 1... (Signature) Name Designation 2.. (Signature) Name Designation Notes: (1) The mode of execution of the Power of Attorney shall be in accordance with the procedure, if any, lay down by the applicable law and the charter documents of the executant(s) and the same shall be under common seal of the executant affixed in accordance with the applicable procedure. Further, the person whose signatures are to be provided on the Power of Attorney shall be duly authorized by the executant(s) in this regard. (2) Also, wherever required, the executant(s) shall submit for verification the extract of the chartered documents and documents such as a Board resolution / Power of Attorney, in favor of the person executing this Power of Attorney for delegation of power hereunder on behalf of the executant(s) 43

44 b) Power of Attorney to be provided by each of the Members of the Joint Venture (other than the Lead Member) in favor of the Lead Member WHEREAS Uttar Pradesh New and Renewable Energy Development Agency (Employer) has issued RFP no.. on. for inviting the Bids in respect of Implementation of the Mini-Grid Project(s) for the capacity of kW in the District of Hamirpur in the State of Uttar Pradesh; AND WHEREAS..,. and.. (Insert names of all Members of Joint Venture) the Members of the Joint Venture are desirous of submitting the Bid in response to the RFP, and if selected, undertaking the responsibility of implementation of the Mini-Grid Project(s) as per the terms of the Contract; AND WHEREAS all the Members of the Joint Venture have agreed under the Joint Venture Agreement dated.. entered into between all the Members and submitted along with the Bid to appoint.. (Insert the name and address of the Lead Member) as Lead Member to represent all the Members of the Joint Venture for all matters regarding the RFP, the Contract and the Bid; AND WHEREAS pursuant to the terms of the RFP and the Joint Venture Agreement, we, the Members of the Joint Venture hereby designate M/s.. (Insert name of the Lead Member) as the Lead Member to represent us in all matters regarding the Bid and the RFP, in the manner stated below:- Know all men by these presents, We. (Insert name and address of the registered office of the Member 1),. (Insert name and address of the registered office of the Member 2). (Insert name and address of the registered office of the Member) do hereby constitute, appoint and authorize (name and registered office address of the Lead Member), which is one of the Members of the Joint Venture, to act as the Lead Member and our true and lawful attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to submission of Joint Venture s Bid in response to the RFP dated. issued by the Employer including signing and submission of the Bid and all documents related to the Bid as specified in the RFP, including but not limited to undertakings, letters, certificates, acceptances, clarifications, guarantees or any other document, which the Employer may require us to submit. The aforesaid Attorney shall be further authorized for making representations to the Employer named in the RFP, and providing information / responses to the Employer named in the RFP, representing us and the Joint Venture in all matters before the Employer named in the RFP, and generally dealing with the Employer named in the RFP in all matters in connection with our Bid, till completion of the bidding process in accordance with the RFP. We, as Members of the Joint Venture, hereby agree to ratify all acts, deeds and things done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and 44

45 things done by our aforesaid attorney shall be binding on us and shall always be deemed to have been done by us. All the terms used herein but not defined shall have the meaning ascribed to such terms under the RFP. Signed by the within named.. (Insert the name of the executant company) through the hand of Mr. duly authorized by the Board to issue such Power of Attorney Dated this day of Accepted.. Signature of Attorney (Name, designation and address of the Attorney) Attested (Signature of the executant) (Name, designation and address of the executant) Signature and stamp of Notary of the place of execution Common seal of has been affixed in my/our presence pursuant to Board of Director s Resolution dated WITNESS 1... (Signature) Name Designation 2.. (Signature) Name 45

46 Designation Notes: 1. The mode of execution of the Power of Attorney shall be in accordance with the procedure, if any, lay down by the applicable law and the charter documents of the executant(s) and the same shall be under common seal of the executant affixed in accordance with the applicable procedure. Further, the person whose signatures are to be provided on the Power of Attorney shall be duly authorized by the executant(s) in this regard. Also, wherever required, the executant(s) shall submit for verification the extract of the chartered documents and documents such as a Board resolution / Power of Attorney, in favor of the person executing this Power of Attorney for delegation of power hereunder on behalf of the executant(s). 46

47 6.4 Bidder s Composition and Ownership Structure (On the letterhead of the Bidding Company) A. Corporate Details: Please provide the following information. a. Company s Name, Address, Nationality and Director s details: Name: Registered/Principal Address: Website Address: Corporate Identification Number, if any: Country of Origin: Address for Correspondence: b. Year of Incorporation: c. Company's Business Activities: d. Name of the authorized representative: Telephone Number: Address: Telefax Number: e. Please provide the following documents: (i) Copy of the Memorandum and Articles of Association and certificate of incorporation, including their amendments, certified by the company secretary of the Bidding Company (as Attachment 1) f. Whether the Bidder has already formed a Project Company: (Yes/No) If Yes, the detail of the Project Company as follows; i) Name of the Project Company.. ii) Name of the Equity Holder iii) Type and No. of Shares owned 47

48 iv) Percent of equity holding. v) Extent of voting control (in percent).. vi) Date of incorporation B. Details of Ownership Structure Details of persons owning 10% (ten percent) or more of the total paid up equity of the Bidding Company Name of the Bidding Company:. Status of equity holding (please see Note below) as on. Name of Equity Holder Type and Number of Shares owned Percent of Equity Holding Extent of Voting Control (in percent) Note: i) Status of equity holding should be provided not earlier than thirty (30) days prior to last date of submission of Bid. 48

49 6.5 Qualification Requirements (On the letterhead of the Bidding Company) Ref. No. Date: From: (Insert name and address of Bidding Company) Tel.#: Fax#: address# To Director Uttar Pradesh New and Renewable Energy Development Agency Vibhuti Khand, Gomti Nagar Lucknow Uttar Pradesh Sub: Bid for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh. We submit to satisfy the Qualification Requirements as mentioned in Clause 2.2. A. Technical Criteria Off/Mini-Grid Project or Grid connected Solar PV Projects Name Project of Entity that undertoo k the Project Relations hip with Bidding Company /Member ^ Capacity (developed or constructed under EPC Contract) (in kw)# and COD of project. Role of the Technically Evaluated Entity (Insert Project Developer or EPC Provider or O&M Contractor as applicable) Details of equity held in the relevant project (In case of project developer) Details of document s attached as per Clause 2.10 of Section 2* Aggregate Experience of 50kW Off-Grid/Mini-Grid Projects based on renewable energy (At least two projects to be 10kW) 49

50 Grid connected Solar PV Project Experience (Aggregate 100kW with minimum at least two Projects of 25kW) O&M Experience** (* Please see Note 1 & 2 below and attach the relevant documents) ^ The column for Relationship with Bidding Company is to be filled only in case the Bidder has executed the project through a project company in which it had an equity stake of more than 26% at the time of commissioning of such project. The Bidder shall be required to submit the unconsolidated audited annual accounts of such project company (ies) for the respective years. In the event, the project has been developed in the books of accounts of the Bidder itself; the Bidder may fill Self in the column. **In the event, the Bidder has sub-contracted the O&M works to another entity, it shall submit the copy of such sub-contract along with an undertaking on its letterhead that it is satisfied with the O&M works provided by the contractor in the project and shall engage the same O&M contractor or other entity with similar experience for the Project. # Minimum project size shall not be less than 25kW for Off Grid/Grid Connected PV Projects. B. Financial Criteria [Note: Applicable in case of Bidding Company] We certify that the Bidding Company had an Annual Turnover of Rs...computed in accordance with the instructions provided in Clause and based on unconsolidated audited annual accounts (refer Note-3 below) of the last three (3) immediately preceding financial years. Name of Bidding Company Average Annual Turnover* (Rs. Lacs) Financial Year# *Average to be considered for last three (3) financial years #Financial Year should not be prior to 31 st March

51 [Note: Applicable in case of Joint Venture] We certify that the Lead Member/Joint Venture [Strike out whichever is not applicable. Please see Note below the table] has an Annual Turnover of Rs.. Cr computed in accordance with the instructions provided in Clause of the RFP and based on unconsolidated audited annual accounts (refer Note-3 below) of the last three (3) financial years Name of Joint Venture Member Equity commitment in the Project Company (%) Net worth of Member (Rs. Crore) (As per table below) Net worth Requirement to be met by the Financially Evaluated Entity i.e. Member (Rs. Crore) (Total Net worth requirement X % at Column no. 2 ) (1) (2) (3) (4) Total Net worth (Note: If the combined net worth of all the Members are being used for meeting the net worth requirement, above particulars for each Member of the Joint Venture is to be furnished, duly certified by the Member s Statutory Auditors, however, if the Lead Member alone is meeting the net worth requirement, such particulars of only the Lead Member shall be provided) Yours faithfully (Signature of Authorized Representative and rubber stamp of Bidding Company/Member of Joint Venture) Name: Date: Place: (Signature and Stamp (on each page) of Statutory Auditors/Practicing Chartered Accountant of Bidding Company/Member of Joint Venture) Name: Date: Place: WITNESS: 1.. (Signature) 51

52 Name. Designation..... Date: 2.. (Signature) Name. Designation..... Date: Notes: 1 In case the Bidder is submitting its technical requirement as a project developer, it shall also be required to submit its unconsolidated audited annual accounts for the year(s) in which such project (s) have been commissioned. In case the Bidder has executed the projects through a project company, the unconsolidated annual accounts of such project company for the year(s) in which the project (s) got commissioned shall also be furnished. 2 In case, the Bidder seeks to satisfy the technical criteria as an EPC provider, it shall submit certificates from the respective developer(s) for demonstrating the successful commissioning of the project (s). 3 Bidder needs to furnish the unconsolidated audited annual accounts for the last three (3) years preceding the last date of submission of the Bid. 52

53 6.6 Format for the Joint Venture Agreement (To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of execution, duly signed on each page.) FORM OF JOINT VENTURE AGREEMENT BETWEEN M/S..., M/S..., M/S... AND M/S... FOR ( Name of District ) THIS Joint Venture Agreement (hereinafter referred to as Agreement ) executed on this... day of...two thousand... between M/s... a company incorporated under the laws of... and having its Registered Office at... (hereinafter called the "Party 1, 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 "Party 2, 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 "Party n", which expression shall include its successors, executors and permitted assigns) (The Joint Venture should list the name, address of its registered office and other details of all the Joint Venture Members) for the purpose of submitting the Bid in response to the RFP and in the event of selection as Successful Bidder to comply with the requirements as specified in the RFP and ensure execution of the Contract as may be required to be entered into with the Employer. Party 1, Party 2, and Party n are hereinafter collectively referred to as the Parties and individually as a Party. WHEREAS the Employer desired to run competitive bidding process for Implementation of Mini Grid Projects for the aggregate capacity of kW in the District of Hamirpur in the State of Uttar Pradesh. WHEREAS, the Employer had invited Bids, vide RFP dated. to. [Insert the name of purchaser of RFP] issued AND WHEREAS Clause of the RFP stipulates that the Bidders qualifying on the strength of a Joint Venture shall submit a legally enforceable Joint Venture in a format specified in the RFP, whereby the Members undertake to be liable for their respective equity investment commitment for the formation of a Project Company and undertake to submit the Performance Security as required as per the provisions of the RFP, as specified herein. 53

54 NOW THEREFORE, THIS INDENTURE WITNESSTH AS UNDER: In consideration of the above premises and agreement all the parties in this Joint Venture do hereby mutually agree as follows: 1. In consideration of the selection of the Joint Venture as the Successful Bidder by the Employer, we the Members of the Joint Venture and Parties to the Joint Venture Agreement do hereby unequivocally agree that M/s... (Insert name of the Lead Member), shall act as the Lead Member as defined in the RFP for self and agent for and on behalf of. (the names of all the other Members of the Joint Venture to be filled in here). 2. The Lead Member is hereby authorized by the Members of Joint Venture and Parties to the Joint Venture Agreement to bind the Joint Venture and receive instructions for and on behalf of all Members. 3. The Lead Member shall be liable and responsible for ensuring the individual and collective commitment of each of the Members of the Joint Venture in discharging all their respective equity obligations. Each Joint Venture 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. 4. (Insert as applicable) The Joint Venture shall be responsible to incorporate a Project Company as a legal entity as per the provisions of the RFP, within fifteen (15) days of issue of Letter of Award provided such a Project Company has not been incorporated by the Bidder prior to the submission of the Bid. OR The Joint Venture has incorporated a Project Company by the name..(insert name of the Project Company) to undertake the responsibilities and obligations for implementation of the Project as per the provisions of the Contract. The percentage of equity holding of each Member of the Joint Venture in the Project Company shall be/is as follows: Name Party 1. Party n Percentage of equity holding in the Project Company... Total 100% 54

55 [Note: The percentage equity holding for any Joint Venture Member cannot be zero in the above table. Lead Member s percentage equity holding cannot be less than 51% in the Project Company up to a period of five (5) years post commissioning] 5. In case of any breach of any of the equity investment commitment as specified under para 4 above by any of the Joint Venture Members for the formation of the Project Company, the Lead Member shall be liable to meet the equity obligation. 6. 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. 7. It is further specifically agreed that the financial liability for equity contribution of 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 their scope of work or financial commitments. 8. This Joint Venture Agreement shall be construed and interpreted in accordance with the Laws of India and courts at Lucknow alone shall have the exclusive jurisdiction in all matters relating thereto and arising there under. 9. It is hereby agreed that the Lead Member shall furnish the Bid Security, as stipulated in the RFP, on behalf of the Joint Venture. 10. It is hereby agreed that in case of selection of Joint Venture as the Successful Bidder, the Parties to this Joint Venture Agreement do hereby agree that they shall furnish the Performance Security on behalf of the Contractor in favor of the Employer, as stipulated in the RFP and the Contract. The Lead Member shall be responsible for ensuring the submission of the Performance Security on behalf of all the Joint Venture Members. 11. It is further expressly agreed that the Joint Venture Agreement shall be irrevocable and, for the Successful Bidder, shall remain valid over the term of the Contract, unless expressly agreed to the contrary by the Employer. 12. The Lead Member is authorized and shall be fully responsible for the accuracy and veracity of the representations and information submitted by the Joint Venture Members respectively from time to time in response to the RFP for the purposes of the Bid. 13. It is expressly understood and agreed between the Members that the responsibilities and obligations of each of the Members shall be as delineated as annexed hereto as forming integral part of this Agreement. It is further agreed by the Members that the above sharing of responsibilities and obligations shall not in any way be a limitation of joint and several responsibilities and liabilities of the Members, with regards to all matters relating to the implementation of the Project as envisaged in the Contract. 14. It is clearly agreed that the Lead Member shall ensure performance under the 55

56 agreements and if one or more Joint Venture Members fail to perform its /their respective obligations under the agreement(s), the same shall be deemed to be a default by all the Joint Venture Members. 15. It is hereby expressly agreed between the Parties to this Joint Venture Agreement that neither Party shall assign or delegate its rights, duties or obligations under this Agreement except with prior written consent of the Employer. This Joint Venture Agreement: (a) has been duly executed and delivered on behalf of each Party hereto and constitutes the legal, valid, binding and enforceable obligation of each such Party, (b) sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof; (c) may not be amended or modified except in writing signed by each of the Parties and with prior written consent of Employer: IN WITNESS WHEREOF, the Parties to the Joint Venture Agreement have, through their authorized representatives, executed these presents and affixed common seals of their respective companies on the Day, Month and Year first mentioned above. WITNESS WHEREOF, the Parties to the Joint Venture Agreement have, through their authorized representatives, executed these presents and affixed common seals of their respective companies on the Day, Month and Year first mentioned above. Common Seal of... For and on behalf of has been affixed in my/our Joint Venture Member (party 1) presence pursuant to the M/s. Board of Director s resolution dated..... (Signature) (Signature of authorized representative) Name:. Name:.. Designation:.. Designation:.. Place:. Date: 56

57 Witness 8 : 1.. (Signature) Name. Designation (Signature) Name. Designation..... Common Seal of... For and on behalf of has been affixed in my/our Joint Venture Member (Party n) presence pursuant to the M/s. Board of Director s resolution dated.... (Signature). (Signature of authorized representative) Name: Designation: Name: Designation: Place: Date: 8 Separate witness for each Joint Venture Member should fill in the details. 57 WITNESS 1

58 1.. (Signature) Name. Designation (Signature) Name. Designation..... Attested:. (Signature) (Notary Public) Place:. Date: 58

59 6.7 Format for the Letter of Consent from Joint Venture Members Ref. No. Date: District From: (Insert name and address of Member) Tel.#: Fax#: address# To Director Uttar Pradesh New and Renewable Energy Development Agency VIbhuti Khand, Gomti Nagar, Lucknow Uttar Pradesh Sub: Bid for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh. We, the undersigned Member of (Insert name of the Joint Venture) have read, examined and understood the RFP and the Contract for the selection of Bidder as prospective Contractor for implementation of the Mini-Grid Project(s) for the capacity of kW in the District of Hamirpur in the State of Uttar Pradesh. We hereby confirm our concurrence with the RFP including in particular the Joint Venture Agreement and the Bid submitted by. (Insert name of the Lead Member) in response to the RFP. We confirm that the Bid has been reviewed and each element of the Bid is agreed to including but not limited to the investment commitment in the Project Company. The details of contact person are furnished as under: Name : Designation :.. Name of the Company :.. 59

60 Address : Phone Nos. : Fax Nos. :. address :.. Dated the. day of. of 2016 Thanking you, Yours faithfully,.. (Signature, Name, Designation of Authorized Signatory of Joint Venture Member and Company's Seal) Business Address: 60

61 6.8 Format for Bidder s Undertaking (To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of execution) Ref. No. Date: District From: (Insert name and address of Bidding Company/Each Member) Tel.#: Fax#: address# To Director, Uttar Pradesh New and Renewable Energy Development Agency VIbhuti Khand, Gomti Nagar Lucknow Uttar Pradesh Sub: Bid for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh. A. In case of a Bidding Company (To be submitted on the letterhead of the Bidding Company) We have carefully read and examined in detail the RFP, regarding submission of an undertaking, as per the prescribed Format 6.8. We have noted the amount of Performance Security required to be submitted as per Clause 3.10 of the RFP by us for the implementation of the Project in the event of being selected as the Successful Bidder. In view of the above, we hereby undertake to you and confirm that we shall submit the Performance Security for the entire amount as per the provisions of the RFP in 61

62 the event of our selection as the Successful Bidder. We have also noted the amount of equity investment required to be made in the Project Company to undertake the obligations under the Contract. In view of the above, we hereby undertake to you to invest one hundred percent (100%) of the equity investment required in the Project Company. B. In case of a Joint Venture (To be submitted on the letterhead of the Lead Member) We have carefully read and examined in detail the RFP, regarding submission of an undertaking, as per the prescribed Format 6.8. We have noted the amount of Performance Security required to be submitted as per Clause 3.10 of the RFP by us for the implementation of the Project in the event of being selected as the Successful Bidder. In view of the above, we hereby undertake to you and confirm that we shall submit the Performance Security for the entire amount as per the provisions of the RFP in the event of our selection as the Successful Bidder. We have also noted the amount of equity investment required to be made in the Project Company to undertake the obligations under the Contract. In view of the above, we hereby undertake to you to invest. percent (.%) of the equity investment [Member to insert the required percentage of equity as per the provisions of Joint Venture Agreement] required in the Project Company. (To be submitted on the letterhead of the each of the other Members) We have carefully read and examined in detail the RFP, regarding submission of an undertaking, as per the prescribed Format 6.8. We have also noted the amount of equity investment required to be made in the Project Company to undertake the obligations under the Contract. In view of the above, we hereby undertake to you to invest. percent (.%) of the equity investment [Member to insert the required percentage of equity as per the provisions of Joint Venture Agreement] required in the Project Company. We have attached hereto certified true copy of the Board Resolution whereby the Board of Directors of our Company has approved the issue of this Undertaking by the Company. Signature of any full time Director on Board of the Bidding Company/Member 62

63 Signature and stamp of Notary of the place of execution Common seal of has been affixed in my/our presence pursuant to Board of Director s Resolution dated WITNESS (for affixation of Common Seal as per Articles of Association of the company) 1.. (Signature) Name. Designation (Signature) Name. Designation

64 6.9 Format for Board Resolution Ref. No. Date: District From: (Insert name and address of Bidding Company/Each Member) Tel.#: Fax#: address# To Director Uttar Pradesh New and Renewable Development Agency Vibhuti Khand, Gomti Nagar Lucknow Uttar Pradesh Sub: Bid for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh. A. In case of a Bidding Company (To be submitted on the letterhead of the Bidding Company) 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,, passed the following Resolution RESOLVED THAT pursuant to the provisions of the Companies Act,. 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 for issuing an Undertaking to the Employer, in the format specified in the RFP, draft of which is attached hereto and initialed by the Chairman, whereby the Company i. Undertakes to provide one hundred percent (100%) of the Performance Security, as per the terms and conditions of the RFP in the event of. 64

65 (Insert name of the Bidding Company) being selected as the successful Bidder. ii. Undertakes to invest one hundred percent (100%) of the equity investment in the Project Company. B. In case of a Joint Venture (To be submitted on the letterhead of the Lead Member) 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,, passed the following Resolution RESOLVED THAT pursuant to the provisions of the Companies Act,. 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 for issuing an Undertaking to the Employer, in the format specified in the RFP, draft of which is attached hereto and initialed by the Chairman, whereby the Company i. Undertakes to provide one hundred percent (100%) of the Performance Security, as per the terms and conditions of the RFP in the event of. (Insert name of the Joint Venture) being selected as the successful Bidder. ii. Undertakes to invest.. percent (.%) of the equity investment [Member to insert the required percentage of equity as per the provisions of Joint Venture Agreement] in the Project Company. (To be submitted on the letterhead of the each of the other Members) 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,, passed the following Resolution RESOLVED THAT pursuant to the provisions of the Companies Act,. 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 for issuing an Undertaking to the Employer, in the format specified in the RFP, draft of which is attached hereto and initialed by the Chairman, whereby the Company; Undertakes to invest.. percent (.%) of the equity investment [Member to insert the required percentage of equity as per the provisions of Joint Venture Agreement] in the Project Company. Certified True Copy Signature and stamp of Company Secretary / full time Director on Board of the Bidding Company/Member of the Joint Venture 65

66 6.10 FORMAT FOR FINANCIAL BID FOR THE DISTRICT OF HAMIRPUR (The Financial Bid shall be submitted online in the format specified on the portal or ) The Bidder should note that; 1. The Financial Bid shall be submitted strictly in accordance with the RFP without any deviations or condition. 2. The Financial Bid shall be consistent with all the requirements of submission as stated in the RFP and amendments/clarifications, if any, issued by the Employer. 3. Quoted VGF shall not be more than Rs. 180 per Wp 4. VGF to be quoted up to three (3) decimal places. In the event, the VGF is quoted for less than three (3) decimal places, the number(s) at the remaining place value(s) shall be treated as zero (0) for the purpose of bid evaluation and payment. For e.g. if the Quoted VGF is Rs per Wp, it shall be considered as Rs per Wp for the purpose of bid evaluation and payment. 5. By submitting the Financial Bid for the Project on the portal or the Bidder unconditionally and irrevocably agrees and accepts that the decision made by the Employer in respect of any matter concerning or arising out of the RFP and the selection of Successful Bidder thereof shall be binding on it. The Bidder hereby expressly waives any and all claims in respect of Bid process. 66

67 6.11 CHECK LIST FOR SUBMISSION OF BID FOR THE DISTRICT OF HAMIRPUR (The format should be on the Letter Head of the Bidding Company/ Lead Member of the Joint Venture) Sr. No. Submission of Bid requirements Submission Requirement Bidder s Response (Yes/No/NA) 1. Covering Letter as per Format 6.1 Online submission 2. e-bid document fee Scanned copy for online submission Hard copies (Original and 1 copy) in a separate sealed envelope 3. Bid Security as per Format 6.2 Scanned copy for online submission Hard copies (Original and 1 copy) in a separate sealed envelope Power of Attorney from Bidding Company/Lead Member in favor of the authorized signatory Scanned copy for online submission Hard copies ( Original and 1 copy) 2. Power of Attorney by each Member in favor of Lead Member (applicable in case of Joint Venture) 5. Bidder s composition and ownership structure as per Format 6.4 Scanned copy for online submission Hard copies ( Original and 1 copy) Online submission 67

68 Sr. No. Submission of Bid requirements Submission Requirement Bidder s Response (Yes/No/NA) 6. Details of meeting Qualification Requirement. as per Format Joint Venture Agreement as per Format 6.6 (applicable in case of a Joint Venture) 8. Letter of consent from Joint Venture Members as per Format 6.7 (applicable in case of a Joint Venture) 9. Bidder s Undertaking as per Format 6.8 Online submission Scanned copy for online submission Hard copies ( Original and 1 copy) Online submission Online submission 10. Board Resolution as per Format 6.9 Online submission 11. Financial Bid as per Format 6.10 Online submission 12. Checklist for submission requirements as per Format Documentary evidence for meeting the Qualification Requirement as per Format 6.5 (A) and (B) 14. Unconsolidated audited annual accounts for the last three (3) Financial Years including the year for which turnover has been considered 15. Copy of Charter documents including certificate of incorporation and registration, MoA and AoA of the Bidding Company/each Member duly certified by the company secretary 16. Initialing of all pages of hard copy submissions by authorized signatory Online submission Hard copies ( Original and 1 copy) Hard copies ( Original and 1 copy) Hard copies ( Original and 1 copy) - 68

69 Signed by [Signature of authorized signatory in whose name Power of Attorney is issued] Name and designation of authorized signatory:.. Place:.. Date: 69

70 7. ANNEXURES GENERAL DESIGN FEATURES Annexure 1 1. During the daytime, the project components (including solar array and batteries) should supply power directly to the loads in online mode, along with charging of the batteries in continuous mode. On most non-cloudy days during the year ( regular day ), batteries should get fully charged during the daytime. 2. During nighttime, all loads will be powered in offline mode through from batteries. 3. Battery bank must be sized in such a way that they should not go beyond a depth of discharge of 70% on a regular day. 4. Battery bank would have 2 days Autonomy for Base load and 1 day for the Additional Load to be given to domestic users. The connections for productive and commercial load shall ensure 6 hours of supply in a day. 5. A good battery management system should be in place for managing the state of charge and state of health of each cluster of the battery bank. 6. System should also be capable of connecting, synchronizing and working with the grid 7. The system should be capable in expansion (Solar and Storage) i.e. additional modular capacity can be added to the system as and when needed. 8. The system should explicitly allow, connect with and synchronize with the grid, as and when connected. 9. On arrival of grid, the Contractor may generate and supply electricity to the consumers as per the SoP and sell excess power to the grid. In case of grid outage, the Mini-Grid Project(s) may act as standalone system and supply electricity to the consumers only though the dedicated PDN supplying electricity to consumers, as per the provisions of the Regulations. 10. The system should comply with the requirements and standards of the Discom with respect to grid connectivity, protection and switching. 11. All the solar equipment and batteries should be at minimum height of 4 feet so as to ensure safety from flooding. Foundations should be concrete or alternative such that they can withstand annual low-level flooding for the lifetime of the project. 12. All commercial consumers may be individually metered. Bulk metering will be done for household/domestic consumers. 1 meter will be installed per 10 consumers with variance of minimum 5 consumers and maximum 14 consumers. Generation of LT (240V/440V), 50Hz supply through SPV A typical Solar Photovoltaic Power Plant comprises of SPV module for charging the battery, solar deep cycling battery for storage, a Charge Controller for intelligent charging, discharging and protection of the battery, an Inverter for conversion from DC to AC and complete set of hardware for proper performance and functioning of the system. 70

71 The following components have been considered 1. Solar PV modules 2. Mounting structures and civil works for housing battery bank and control system 3. PV Inverters 4. Battery bank 5. Cabling DC and AC 6. Earthing and lightening protections 7. Monitoring system 8. Others, as may be necessary Distribution at LT to households and other commercial loads within a radius of 3-4 kms 1. LT Lines and poles 2. Service connection 3. Transformers 4. Meters and data logging 5. Protection 71

72 Annexure 2 TECHNICAL STANDARDS FOR CONSTRUCTION OF THE PDN (AS PER SECTION 5 OF THE REGULATIONS) 1. The MGO shall be responsible for safe Operation and Maintenance of the PDN. 2. The Mini-Grid Projects with installed capacity above 50kWp shall ensure that the Technical Standards for construction of PDN conforms to any of the following: Construction manual for design and construction of lines issued by Rural Electrification and Secondary System Planning Organization (RESSPO), Uttar Pradesh Power Corporation Limited (UPPCL), or The Central Electricity Authority (CEA) (Measures relating to Safety and Electric Supply) Regulations, The MGO shall follow technical standards for the PDN applicable from time to time in the State of Uttar Pradesh. 4. To incentivize electrification, the Mini-Grid Projects with installed capacity up to 50kWp shall be allowed to construct distribution network for supply of electricity to its consumers, conforming to at least the following Technical Standards: Poles made of Portland Cement Concrete i.e. P.C.C., Polyvinyl Chloride i.e. PVC covered aluminum cable supported by Galvanized Iron i.e. G.I. wire, The Service connection to be provided only through the junction boxes mounted on the pole. 5. The MGO shall ensure that the distribution network adheres to the Safety Measures as per the Regulations. 72

73 Annexure 3 SAFETY MEASURES FOR THE MINI-GRID PROJECTS (AS PER SECTION 7 OF THE REGULATIONS) 1. The installations of electrical equipment shall comply with the CEA (Measures of Safety and Electricity Supply) Regulations, 2010 and amendments thereof. 73

74 Annexure 4 METERING ARRANGEMENT (AS PER SECTION 8 OF THE REGULATIONS) 1. All the meters shall adhere to the standards and provisions specified in the CEA (installation and operation of meters), Regulations 2006 and amendments thereof. 2. The installation and operation of meters shall be in conformity with the relevant Regulations notified by the CEA from time to time. 3. The Distribution Licensee shall install meter(s) at the inter-connection point of the MRES and the Distribution Licensee s system. 4. The cost for installation of meter(s) at inter-connection point shall be borne by the Distribution Licensee. 5. The MGO shall install meter(s) as provided here-in-below: Generation meter at the Mini-Grid Project to record the generation of electricity. This will also serve the purpose of the fulfillment of RPO for the obligated entity/entities, Meter(s) at each of the outgoing feeder(s) from the Mini-Grid Project. 6. All commercial consumers may be individually metered. Bulk metering will be done for household/domestic consumers. 1 meter will be installed per 10 consumers with variance of minimum 5 consumers and maximum 14 consumers. 74

75 Annexure 5 TECHNICAL STANDARDS FOR INTER-CONNECTION OF MINI-GRID PROJECT WITH THE GRID (AS PER SECTION 6 OF THE REGULATIONS) 1. The inter-connection of the MRES with the Distribution Licensee s system shall comply with the CEA (Technical Standards for connectivity of the Distributed Generation Resources) Regulations, 2013 and amendments thereof. 2. The cost for inter-connection network from the MRES to inter-connection point shall be borne by the MGO. 75

76 MODELS FOR BUSINESS OPERATIONS Annexure 6 1. The MGO may implement the Mini-Grid Projects for supply of electricity in the Mini-Grid Areas under following operational models or any subsequent model(s) as approved by the Commission in future: 1.1 Model A: No existence of Grid i. The MGO shall build, commission, operate and maintain the Mini-Grid Projects for generation and supply of electricity through the PDN in areas where the Distribution Licensee s System doesn t exist. ii. The MGO shall be entitled to supply entire quantum of electricity generated from the Mini-Grid Projects to the consumers at mutually agreed tariff or the tariff for the Mini-Grid Projects with the State Government subsidy in accordance with Para 6.1 of the Uttar Pradesh Mini Grid Policy, Upon the grid arrival, the MGO may opt for one of the following options for electricity supply : a) Continue to supply entire quantum of electricity generated to the consumers through the PDN as per the SoP. The MGO shall supply to the consumers at mutually agreed tariff or tariff for the Mini-Grid Projects with State Government subsidy in accordance with Para 6.1 of the Uttar Pradesh Mini Grid Policy, 2016, or b) Generate and supply electricity to the consumers as per the SoP. The MGO shall supply to the consumers at mutually agreed tariff or the tariff for the Mini-Grid Projects with the State Government subsidy in accordance with Para 6.1 of the Uttar Pradesh Mini Grid Policy, 2016 and sell excess/surplus electricity to the Distribution Licensee at the inter-connection point at the applicable FIT, or c) Generate and supply entire electricity generated to the Distribution Licensee at the inter-connection point at the applicable FIT. iii. The MGO shall have the option to transfer the ownership of the PDN, provided the PDN conforms to the standards of the Distribution Licensee s system, to the Distribution Licensee with mutual consent on depreciated value of assets. The depreciated value shall be determined by applying the Straight Line Method on the book value of the PDN as per Cost Data Book of the Distribution Licensee for the year of commissioning of the Mini-Grid Project. iv. Provided the Distribution Licensee purchases the PDN from the MGO at an amount less than the depreciated value of the assets, the differential amount shall be paid by the Distribution Licensee to the MGO against the RPO 76

77 availed, if applicable, from the Mini-Grid Project. The differential amount shall be computed based on the applicable floor price of REC, as per the applicable technology of the MRES. v. The MGO may migrate to any of the options in this model after completing the due process in accordance with clause 18 of the Regulations, and intimate the Commission, the State Nodal Agency and the concerned Distribution Licensee. vi. The State Nodal Agency, upon intimation, shall facilitate the migration process. vii. If the Distribution Licensee refuses to enter into the PPA with the MGO, the Distribution Licensee shall pay the MGO an amount based on the Renewable Energy technology specific applicable floor price of REC equivalent to the RPO quantum availed by the Distribution Licensee against the Mini-Grid Project capacity intimated by the MGO. viii. In the event of MGO intending to exit from the Mini-Grid Area upon the Grid Arrival, it may opt to sell the PDN to the Distribution Licensee, conforming to their existing standards and shall intimate the Distribution Licensee regarding the sale of the PDN. If the Distribution Licensee refuses to purchase the PDN, the RPO availed of by the Distribution Licensee against the Mini-Grid Project capacity intimated by the MGO to the Distribution Licensee till the date of receipt of intimation from the MGO to exit from Mini- Grid Area shall stand withdrawn. ix. The Distribution Licensee may allow the MGO to undertake role of the DF in the Mini-Grid Area. 1.2 Model B: Grid pre-exists i. The MGO shall build, commission, operate and maintain the Mini-Grid Projects for generation and supply of electricity through the PDN in the Mini- Grid Areas where the Distribution Licensee s System pre-exists. Capacity of the MRES shall be based on capacity declared and intimated to the Commission, the State Nodal Agency and the concerned Distribution Licensee by the MGO. ii. The MGO shall be entitled to supply entire quantum of electricity generated from the Mini-Grid Project to the consumers through the PDN at mutually agreed tariff or tariff for the Mini-Grid Projects with the State Government subsidy in accordance with Para 6.1 of the Uttar Pradesh Mini Grid Policy, After supplying electricity to the consumers for a minimum term period of six (6) months, which may be reviewed further by the Commission, the MGO may opt for one of the following electricity supply options: a) Continue to supply entire electricity generated to the consumers through the PDN as per the SoP. The MGO shall supply to the consumers at mutually agreed tariff or tariff for the Mini Grid projects 77

78 with State Government subsidy in accordance with Para 6.1 of the Uttar Pradesh Mini Grid Policy, 2016, or b) Generate and supply electricity to the consumers as per the SoP. The MGO shall supply to the consumers at mutually agreed tariff or tariff for the Mini Grid projects with State Government subsidy in accordance with Para 6.1 of the Uttar Pradesh Mini Grid Policy, 2016 and sell excess/surplus electricity to the Distribution Licensee at the inter-connection point at the applicable FIT, or c) After supplying electricity based on either of the above options for at least three (3) years, the MGO may opt to generate and supply entire electricity to the Distribution Licensee at the inter-connection point at the applicable FIT. The MGO may utilize the existing PDN for its own use or the same may be taken over by the Distribution Licensee at mutually agreed price, provided the Distribution Licensee so desires. iii. The MGO shall be allowed to migrate to any of the options in a model upon intimating the Commission, the State Nodal Agency and the concerned Distribution Licensee. iv. The State Nodal Agency upon intimation shall facilitate the migration process. v. If the Distribution Licensee refuses to enter into the PPA with the MGO, the Distribution Licensee shall pay the MGO an amount based on the Renewable Energy technology specific applicable floor price of REC equivalent to the RPO quantum availed by the Distribution Licensee against the Mini-Grid Project capacity intimated by the MGO. 78

79 Annexure 7A A. TO DO LIST FOR PROJECT DEVELOPER FOR ESMF COMPLIANCE OF THE SUB- PROJECTS The Contractor shall ensure the following while constructing and developing the Project. i) Environmental and Social Screening of the sub-project area in compliance with the Environmental Social Management Framework (ESMF). ii) Environmental and Social Screening Report submitted to the Distribution Licensee/PIU. iii) Due Diligence for Land Purchase /Land Lease Agreement and conversion of land title on willing seller or voluntary basis. iv) No-objection certificate from district collector and local Panchayat for setting up the Mini-Grid Project v) Consent to establish (CTE) and consent to operate (CTO) from the state pollution control board (SPCB) for Air, Water, Noise and Hazardous waste pollution. vi) Permission for Tree cutting (If applicable) vii) Approval for water requirement (PWD) viii) Development of Environment and Social Management Plan (ESMP) by beginning of phase II and its implementation and reporting (IVC/PIU) during the entire project cycle ix) Disclose the ESMP through the PIU website (Hindi/English) x) Due diligence for waste management system or any pollution which may generate from the plant xi) Buy back arrangements during the procurement of Lead acid Batteries, Solar Panels, Invertors, LEDs, cables, etc. xii) Safe handling and management of E-waste (CFLs, lead acid batteries, LEDs, solar panels) xiii) Compliance with Workers Right, Health & Safety requirements as per the applicable local laws and World Bank Group Environmental, Health, and Safety Guidelines (EHSG). xiv) Environmental and social development specialist are being hired to undertake all the environmental and social due diligence as stipulated in the ESMF 79

80 Annexure 8B B. NEGATIVE LIST TO BE AVOIDED BY THE CONTRACTOR DURING SUB- PROJECTS DEVELOPMENT The Contractor shall ensure that the following are avoided while construction, development, operations and maintenance of the Mini-Grid Project. Phase I: Site Identification & Due Diligence i. Clearing of natural forest or using its resources. ii. Any type of land acquisition resulting involuntary resettlements. iii. Land having physical or any other cultural significance to the local community iv. Disputed land or have encroachments on them (informal settlers, non-titled entities). v. Lack of provision for advance notice and lack of due crop compensation for owners and stakeholders. vi. Adverse impact to any indigenous people (if any) in the sub project area. vii. Non conformity of the local laws for any change in the land use. viii. Lack of consent to establish (CTE) and consent to operate (CTO) from the state pollution control board (SPCB). Phase II: Project Implementation i. Tree cutting without permission ii. Use of Chemical Pesticides iii. Non-compliance of Indian Standard Specifications (ISS) & Uttar Pradesh Public Works Department (PWD) and Irrigation specifications into consideration during design and the course of construction. iv. Blockage of drainage and consequent flooding or erosion due to cross drainage structures such as new roads or water access v. Lack of internal drainage system for the rainfall runoff vi. Lack of buy back arrangements during the procurement of Lead acid Batteries, Solar Panels, Invertors, LEDs, cables, etc. vii. Non-involvement of local labor. Phase III: Project Management & Operation i. Waste disposal or waste run off in the nearby fields during construction stage ii. Lack of water conservation plan iii. Lack of arrangements for safe handling and management of E-waste (CFLs, lead acid batteries, LEDs, solar panels, ) iv. Non-compliance with Workers Right, Health & Safety of the workers and community at large 80

81 Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) Draft Contract for Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh Between Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) ( Employer ) And [Insert name of the Project Company] ( Contractor ) 81

82 This CONTRACT is made on the [ ] day of [ ] 2017 Between Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) ( Employer ) And.. [Insert name of Project Company] (the Contractor ) [The Employer and the Contractor are individually referred as Party and collectively to as the Parties ] Whereas: A. Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA), has been sanctioned a grant provided by GEF/The World Bank (International Bank for Reconstruction and Development or IBRD) (herein after called the Bank ), along with matching grant from the Ministry of New and Renewable Energy (MNRE), Government of India (GoI), for addressing the cost of Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh ( the Project ). B. Uttar Pradesh New and Renewable Energy Development Agency (hereinafter called UPNEDA or Employer ) has acted as the bid process coordinator for conducting the bid process for selection of the Contractor for implementation of the Mini-Grid Projects. C. Pursuant to the said bidding process [Insert name of Successful Bidder] has been selected by the Employer for the implementation of the Mini-Grid Project(s), for the aggregate Capacity of kW, as identified in the RFP by the Employer, in accordance with the terms of this Contract. D. The.. [Insert as applicable Successful Bidder on behalf of the Contractor or Contractor ] has provided to the Employer, the Performance Security as per format specified in Annexure 4 of this Contract. 82

83 E. The Successful Bidder has incorporated the Project Company by the name [Insert Name of the Project Company] to execute this Contract and shall be construed as Contractor for the purposes of this Contract and to undertake all the responsibilities and obligations of the Contractor. F. The Parties hereby agree to execute this Contract setting out the terms and conditions for implementation and O&M of the Mini-Grid Project(s). 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; 83

84 CONTENTS 1. DEFINTIONS AND INTERPRETATION PROJECT DESCRIPTION AND KEY OBLIGATIONS PERFORMANCE SECURITY CONSTRUCTION AND COMMISSIONING OPERATIONS AND MAINTENANCE VIABILITY GAP FUNDING (VGF) DISBURSEMENTS AND TARIFF PAYMENTS FRAUD AND CORRUPTION TERM, EVENT OF DEFAULT AND TERMINATION FORCE MAJEURE DISPUTE RESOLUTION GRIEVANCE REDRESSAL MISCELLANEOUS PROVISIONS ANNEXURE 1: TECHNICAL SPECIFICATIONS ANNEXURE-2: LOCATION DETAILS OF THE PROJECT ANNEXURE-3: ENVIRONMENTAL AND SOCIAL MANAGEMENT FRAMEWORK ANNEXURE - 4: FORMAT FOR PERFORMANCE SECURITY ANNEXURE 5: FORMAT FOR BANK GUARANTEE FOR ADVANCE

85 1. DEFINTIONS AND INTERPRETATION In this Contract as herein defined where the context so admits, the following words and expression will have the following meaning: Affected Party shall have the meaning ascribed hereto in Article 9.1 of this Contract; Approvals shall mean all permits, clearances, licenses, consents, authorizations, approvals, registrations, waivers, privileges, acknowledgements, agreements, or concessions required to be obtained from or provided by any concerned authority, including for the avoidance of doubt, from the Employer or Government of Uttar Pradesh, for the purpose of implementation of the Mini-Grid Project(s) for Supply of electricity to the consumers through Power Distribution Network and/ or for Sale of electricity to the Distribution Licensee at the interconnection point pursuant to this Contract; Bid shall mean the Non-Financial and Financial Bid submitted by the Successful Bidder along with all documents/credentials/attachments, formats, etc., for the District of Hamirpur, as identified by the Employer, in response to the RFP, in accordance with the terms and conditions thereof. Bidder shall mean a person, a group of persons, local authority, Panchayat Institution, users association, co-operative societies, non-governmental organizations, a Company or a Joint Venture that submits or intend to submit the Bid, in reference to the RFP; Competent Authority shall mean Chairperson of Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) himself and/or a person or group of persons nominated by the Chairperson for the mentioned purpose herein; "Contract" means this Contract issued by the Employer to the Contractor and signed between the Employer and the Contractor, including all the attachments and appendices hereto and all documents incorporated by reference herein; Contractor shall mean the Project Company formed by the Successful Bidder which has submitted/will submit the Performance Security and executes the Contract with the Employer as per the terms and conditions specified therein in this Contract; Date of Commissioning shall mean the date of issuance of commissioning certificate by the Independent Verification Consultant; Day means calendar day; 85

86 e-bid document shall mean the RFP, the draft Contract and any other relevant document for preparation of bid by the Bidder Effective Date means the date of signing of the Contract between the Parties; Employer or UPNEDA shall mean Uttar Pradesh New and Renewable Energy Development Agency; Encumbrance means any mortgage, lien, pledge, assignment by way of security, charge, hypothecation, security interest, title retention or any other security agreement or arrangement having the effect of conferring security; Environmental and Social Management Framework or ESMF shall mean the Environmental and Social Management Framework as detailed out in Annexure 3 of this Contract; Event of Default shall have the same meaning as ascribed hereto in Article 8.2 of this Contract; Financial Bid shall mean the Successful Bidder s Quoted Viability Gap Funding (VGF) as per Format 6.10 of the RFP; Force Majeure Event shall have the meaning ascribed hereto in Article 9.2 of the Contract; International Electro-technical Commission" or IEC shall mean specifications of International Electro-technical Commission; Independent Verification Consultant or IVC shall mean the Independent Verification Consultant designated by the Employer and shall include those who are expressly authorized by him to act for and on his behalf for the purpose of monitoring the progress during Construction, Commissioning, Operations and Maintenance of the Mini-Grid Project(s); Joint Venture shall refer to a group of companies that has collectively submitted the Bid in accordance with the provisions of the RFP; Lead Member of the Joint Venture or Lead Member shall mean the Member which commits at least 51% equity stake in the Project Company and so designated by other Member(s) of the Joint Venture in accordance with the Joint Venture Agreement specified in Format 6.6 of the RFP; Member of a Joint Venture or Member or Joint Venture Member shall mean each company in the Joint Venture which has executed the Joint Venture Agreement as provided in Format 6.6 of the RFP; 86

87 Mini-Grid Project means the stand alone or grid interactive Solar Photovoltaic (SPV) based power plant, generating electricity in the areas identified under the RFP for Supply to the consumers through the Power Distribution Network and/or Sale of power to the Distribution Licensee at the inter-connection point based on Build Own Operate and Maintain (BOOM) model including 10 years of Operation and Maintenance (O&M) from the date of Commissioning of the individual project capacity declared by the Successful Bidder; "MNRE" shall mean Ministry of New and Renewable Energy, Government of India; "O&M" shall mean Operation and Maintenance (O & M) of the Mini-Grid Project(s) as provided for in Article 5 of this Contract; O&M Default shall have the same meaning as ascribed hereto in Article 5.3 of this Contract; Mini-Grid Project means Design, Installation, Testing, Commissioning of Solar Photovoltaic (SPV) based Mini-Grid Projects and Supply of power to the consumers through the Power Distribution Network on Build Own Operate and Maintain (BOOM) basis including 10 years of mandatory Operation and Maintenance from the date of Commissioning of the Mini-Grid Projects for kW capacity in the District of Hamirpur in the State of Uttar Pradesh ; Power Distribution Network or PDN means the distribution infrastructure owned by the MGO for supplying electricity generated from the MRES to the consumers in the areas identified under this RFP as per the Technical Standards and Safety measures defined in these Regulations. Project Company shall mean a Company incorporated under the Companies Act, 2013 prior to the execution of the Contract by the Successful Bidder Regulations shall mean Uttar Pradesh Electricity Regulatory Commission (Promotion of Mini-Grid Renewable Energy Generation and Supply) Regulations, 2016; Representative shall mean any employee or agent nominated by Employer for the purpose mentioned therein. Request for Proposal or RFP shall mean the Request For Proposal dated 29 th December, 2016 along with all formats and annexures inviting bid from the Bidder(s) for implementation of Mini-Grid Project(s). Site means the Land and other places upon which the Mini-Grid Project(s) are to be implemented, and such other land or places as may be specified in the Contract as forming part of the Site; 87

88 Standard of Performance or SoP means to supply electricity to all willing domestic consumers within 40 meters of PDN, to deploy minimum 10% of the project capacity to cater to domestic consumers in the areas if there is a demand and to supply electricity continuously or intermittently for a minimum period of 5 hours, between compulsory supply hours each day to all the connected consumers. This service has to be provided by the MGO within Six (6) months from the date of commencement of supply of electricity by it, as defined in 2 (xxiv) of the Regulations; Standards shall mean the standards mentioned in the technical specification of the goods and equipment utilized for the Mini-Grid Project(s) or such other standard which ensure equal or higher quality and such standards shall be latest issued by the concerned institution like Bureau of Indian standards (BIS), MNRE, etc. Statutory Auditor shall mean the auditor of a Company appointed under the provisions of the Companies Act, 2013 or under the provisions of any other applicable governing law; Sub-Contractor means any person or firm or company (other than the Contractor) to whom any part of the Mini-Grid Project(s) has been entrusted by the Contractor. Successful Bidder shall mean the Bidder selected by the Employer pursuant to the provisions of Clause 3.4 of the RFP; Term shall have the same meaning as ascribed hereto in Article 8.1 of this Contract; Total VGF Amount shall mean the amount computed (in Rs.) based on the Quoted VGF as submitted by the Successful Bidder in the Financial Bid (in Rs./Wp) and the capacity (in Wp) as certified on the Date of Commissioning by the IVC in the commissioning certificate issued for the Mini-Grid Project(s); Wp shall mean Watt Peak 88

89 INTERPRETATION 1. Words comprising the singular shall include the plural and 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 this Contract has been inserted for case of reference only and shall not affect the interpretation of this Contract. 89

90 2. PROJECT DESCRIPTION AND KEY OBLIGATIONS 2.7. Project Description The Project involves implementation of Mini-Grid Project(s) for the aggregate capacity of kW in the District of Hamirpur in the State of Uttar Pradesh For the purpose of execution of the Mini-Grid Project(s) and to facilitate the Bidder(s), the Employer has identified villages to be covered under the District of Hamirpur. The aggregate capacity proposed to be set up in the District of Hamirpur is kW. For the purpose of Viability Gap Funding (VGF), the estimated capacity as identified in the RFP shall be the maximum capacity for installation and commissioning. The aggregate installed capacity of the Mini-Grid Project(s) is however not allowed to be reduced below the kW capacity mentioned in the RFP. The Contractor shall be allowed to extend its services in neighboring villages where such demand exists The Contractor shall receive the Total VGF amount based on the Quoted VGF subject to the terms and conditions of this Contract. The VGF support applicable shall be limited to the capacity as allocated through the RFP The Contractor shall be the custodian of the Mini-Grid Project(s) at all times during the term of this Contract (unless transferred whole or part of the Mini-Grid Project(s) to the Distribution Licensee) and shall be responsible for any theft, loss and damage of assets, etc. related to the Mini-Grid Project(s). All the recoveries pertaining to any loss of asset due to above reasons shall be on account of Contractor only The Time period for commissioning/completion of entire Project shall be Ten (10) months from the date of Letter of Award (LoA) subject to the provisions of Article 9 wherein the Date of Commissioning shall be extended by the Employer on mutually agreed basis, if required and the reason for extension is found reasonable by the Employer Key Obligations of Contractor The Contractor shall be responsible for implementation of the Mini-Grid Project(s) throughout the Term of the Contract, subject to the provisions of the Contract, in accordance with the following, it being clearly understood that in the event of inconsistency between two or more of the following, the order of priority as between them shall be the order in which they are placed, with applicable Law being the first a) Applicable Law; b) The terms and conditions of this Contract; c) Technical specifications as per Annexure 1; and d) Approvals; 90

91 The Contractor shall identify, purchase and acquire the Site in its books of accounts for implementation of the Mini-Grid Project(s). The Contractor shall ensure to have legal agreement from land owner(s) regarding the acquisition and right to use for the Mini-Grid Project(s). No separate payment will be made by the Employer to the Successful Bidder/Contractor regarding purchase/acquisition of land or any other purpose and Successful Bidder/Contractor shall be required to bear entire expenditure related to acquisition of land for the entire Project for the duration of the Contract The Contractor shall be required to acquire the land(s) for the entire Project free of all encumbrances within 3 (Three) months from the date of issuance of LoA. Site development and execution of the Mini-Grid Project(s) shall be the complete responsibility of the Contractor The technical standards for construction of Power Distribution Network shall be as per Annexure 2 of the RFP, or as amended from time to time The Mini-Grid Project(s) shall adhere to Safety measures as Annexure 3 of the RFP and Metering Arrangement as per Annexure 4 of the RFP or as applicable from time to time The Mini-Grid Project(s) capacity shall be designed to meet the following requirements: a. The Mini-Grid Project(s) shall serve electricity to households for mandatory 8 (Eight) hours (3 hours in the morning and 5 hours in the evening) in a day as per the SoP, b. The Contractor shall provide 6 hours of electricity supply daily to other willing productive and commercial loads in the area, c. The remaining electricity, after supplying electricity to all willing houses and other productive and commercial loads can be supplied to other consumers in the area. d. The Contractor shall install and provide electricity to schools for lights and fans and also, to streetlights in the villages, without charging or passing through the tariffs to other consumers; e. The Contractor will also be free to design the generation system (number of plants, capacity of each plant) after meeting the minimum capacity requirement as set out in the Contract. f. The Mini-Grid Project(s) shall be allowed to interconnect with the Distribution Licensee s System as per the provisions under Annexure 7 of the RFP The Mini-Grid Project(s) shall be allowed to Supply electricity to the consumers and/or Sale of electricity to the Distribution Licensee at Inter-connection point as per applicable Models in Annexure 8 of the RFP The Contractor shall charge the consumers as per the following arrangement: 91

92 Rs. 60/- per month for load of 50 Watt for 8 hours daily electricity supply Rs. 120/- per month for load up to 100 Watt for 8 hours of daily electricity supply, and For the load more than 100 Watt tariff will be on mutual consent between the consumers and the Contractor The Policy defines the mandatory supply of electricity for 8 hours to domestic households. In case, the domestic consumer seeks electricity for more than 8 (Eight) hours in a day, then the Contractor shall be allowed to charge such domestic consumers on mutually agreed terms. The charges mentioned above, in Clause 2.2.8, shall not be applicable under this arrangement. The Contractor may charge such consumers on the basis flat tariff, pre-paid or post-paid meters The Contractor, at its sole cost and expense, shall acquire and maintain in effect all Approvals in order to enable it to perform its obligations under this Contract In addition to providing the electricity generation, connection and supply, the Contractor shall at all times are required to adhere to the Environmental and Social Management Framework (ESMF) for the Mini-Grid Project(s). Annexure 7A and 7B in the RFP provide the list of Do s and Don ts for the Contractor during the development and operations of the Mini-Grid Project(s) The Contractor shall ensure that it meets the general design features for the Mini-Grid Project(s) as per Annexure 1 of the RFP The Contractor shall ensure compliance of all statutory and mandatory requirements, including all labour law requirements The Contractor shall be responsible for adherence to the Environmental and Social Safeguards as provisioned in Annexure 3 to this Contract The Contractor shall undertake regular Operation and Maintenance of the Mini- Grid Project(s) in accordance with the State Policy and Regulations; The Contractor shall at all times be responsible for payments of any taxes, cess, duty or levies on the electricity generated and consumed by the Mini-Grid Project(s). For the avoidance of doubt, it is clarified that in the event of any taxes, cess, duties or levies are imposed on the sale of the generated energy post grid integration of the Mini-Grid Project(s), the Parties shall seek direction of the Hon ble Uttar Pradesh Electricity Regulatory Commission (UPERC) for determining the obligation to pay such taxes, cess, duties or levies The Contractor shall notify the Employer on the aggregate installed capacity no 92

93 later than 1 (One) month prior to the Date of Commissioning and achieve the Date of Commissioning of the Mini-Grid Project(s) The Contractor shall not assign any of its obligations under this Contract without prior written consent of the Employer, save and except expressly provided in this Contract The Contractor shall ensure the adherence to the Equity Lock-in provisions as provided in Article 12.6 of this Contract The Contractor shall ensure that none of its employees or sub-contractors, who may be engaged in future, shall be engaged in corrupt, fraudulent, collusive, coercive or obstructive practice, as defined under Fraud and Corruption Policies of the World Bank as provided for in Article 7 of this Contract Key Obligations of the Employer The Employer shall endeavor to provide reasonable assistance to the Contractor in obtaining the required approvals and in addressing any key concern/issue pertaining to the involvement of any State Government authority for timely completion of the Mini-Grid Project(s). Provided that the Employer, at any time during the Term, shall not be under any legal obligation to provide such assistance to the Contractor Employer shall provide the Contractor, the amount corresponding to the Quoted VGF in Financial Bid and the contracted capacity of the Mini-Grid Project(s). Disbursement of VGF shall be guided by the provisions of the Contract Post interconnection with the grid, the Distribution Licensee shall enter into Power Purchase Agreement (PPA) with the Contractor upon receiving such requests from the Contractor. The Distribution Licensee shall be required to pay to the Contractor, as per the billing cycle, at the power purchase cost for the solar generation from the Mini-Grid Project(s) equal to applicable Feed-In Tariff (FIT) in the state of Uttar Pradesh as per the provision under the Regulations (UPERC Promotion of Mini-Grid Renewable Energy Generation and Supply Regulations, 2016) and amendments thereof. 93

94 3. PERFORMANCE SECURITY 3.1 Performance Security The Contractor, for securing its obligations in the Mini-Grid Project(s), is required to furnish to the Employer, the Performance Security for an amount equivalent to [Rs.15/Wp for the capacity allocated in Wp as per the RFP] The Performance Security shall be submitted as per the format provided in Annexure 4 of this Contract and a copy of which has been annexed hereto with this Contract The Performance Security is valid till a minimum period of 3 years and 6 months (Three years and Six months) years post Date of Commissioning The Contractor shall subsequently renew the Performance Security for the same period or for higher time period. The Performance Security shall remain in force for the total tenure of the Contract, 10 (Ten) years post commissioning of the Mini-Grid Project The Contractor shall renew the Performance Security 3 (Three) months prior to the expiry of the Performance Security or UPNEDA will encash the Performance Security amount 30 (Thirty) days prior to its expiry In such cases, where UPNEDA encashes the Performance Security and the Contractor renews it prior to the expiry of the Performance Security, UPNEDA will return the encashed amount to the Contractor after deducting operational expenses incurred, if any, for encashment or refund of the Performance Security Further, in case the Contractor fails to renew the Performance Security prior to its expiry, UPNEDA shall terminate the Contract The Performance Security shall be forfeited by the Employer in the event of the Contractor s failure to fulfill its obligations under the Contract. Failure on the part of the Contractor to commission the Contracted capacity as per the Contract shall constitute a Breach of Contract. In such an event, Performance Security shall be liable to be forfeited on pro rata basis for the noncommissioned capacity as mentioned above In the event that the Performance Security is forfeited in part/full by the Employer for non-fulfilment of obligations by the Contractor subject to the provisions of Article 3.1.4, the Contractor shall be liable to replenish the Performance Security to its original amount within one (1) month of such forfeiture by the Employer Failure for renewal/replenishment of Performance Security may lead to: 94

95 i. Cancellation of future payments by Employer to the Contractor, if any, for the Contract ii. Forfeiture of remaining amount of Performance Security, if any iii. Termination of Contract iv. Appropriation of all assets belonging or brought by the Contractor at Site. v. Debarring of the Contractor for the appropriate period as decided by the Competent Authority of Employer to participate in the future tenders of the similar category. 95

96 4. CONSTRUCTION AND COMMISSIONING 4.1 Construction The Design, Installation, Testing and Commissioning of the Mini-Grid Project(s) including Mini-Grid Renewable Energy System and Power Distribution Network (PDN) and other related works as per the obligations specified in Article 2.8 shall be completed in 10 (Ten) months from the date of LoA Provided that the identification of Land by the Contractor and submission of relevant documents like acquisition agreement from legal owner of Land(s) shall be completed within 3 (Three) months from the date of LoA which can be increased at the sole discretion of Employer but the total time of completion of Mini-Grid Projects(s) shall remain unaltered from its original 10 (Ten) months schedule, unless amended by the Employer on mutually agreed basis, if required and the reason for extension is found reasonable by the Employer An Independent Verification Consultant (IVC) shall be appointed by the Employer to oversee the construction and commissioning works of the Mini-Grid Project(s). The IVC shall be responsible for according approval on the commissioning certificate to the Contractor for the Mini-Grid Project(s) The Contractor shall provide advance notice of at least 30 (Thirty) days, to the IVC and the Employer, of its intent of commissioning the Mini-Grid Project(s). The IVC or the Employer shall not willfully delay the commissioning of the Mini-Grid Project(s) and shall be required to inspect the Mini-Grid Project(s) within such 30 (Thirty) day period and advice the Contractor for any further measures to be taken prior to the commissioning of the Mini-Grid Project(s) The Contractor shall submit to the IVC, a detailed PERT network /Bar chart consisting of adequate number of activities covering various key phases of the Mini- Grid Project(s) such as design, installation, testing and field erection activities within one (1) month from the date of signing of the Contract The Contractor shall discuss the PERT network/bar chart so submitted with the IVC and the agreed network which may be in the form as submitted with the IVC or in revised form in line with the outcome of discussions shall form part of the Contract. During the performance of the Contract, if in the opinion of the IVC proper progress is not maintained, suitable changes shall be made in the Contractor's operation to ensure proper progress. The above PERT network/bar chart shall be reviewed periodically by the IVC. 96

97 4.1.7 The Contractor shall implement the Mini-Grid Project(s) after due intimation of the details related to the Mini-Grid Project(s) to the Commission, the State Nodal Agency and the concerned Distribution Licensee, through registered post and on-line submission The details shall include location of the Mini-Grid Project(s), capacity, circuit length of the PDN, number and type of consumers, etc. as per Annexure 1 of the Regulations The Contractor shall generate and supply electricity to consumers in the areas identified in the RFP, conforming to technical standards and safety measures specified in the RFP The Contractor shall be required to submit regular monthly progress reports of the Mini-Grid Project(s) to the IVC and the Employer. Inability of the Contractor to furnish such progress reports shall be treated as a breach of Contract. For the purpose of information sharing, the format of such progress report shall be mutually agreed between the Contractor, IVC and the Employer after the Effective Date The Contractor shall be the legal owner of the Mini-Grid Project(s) for the Term of the Contract subject to the provisions of Article 8 and 9.7 of this Contract and during such tenure the Employer shall have no rights and claims on assets of the Mini-Grid Project(s) The Contractor shall, during the Construction and Commissioning and the Term, ensure compliance of all statutory and mandatory requirements, including all labour law requirements. The Contractor shall also keep Employer indemnified against any liabilities that may arise on this account The Contractor shall be further responsible for observance of all acts and rules under Factory Act like minimum wages act, EPF act, ESI or any other act which may become applicable to Contractor time to time. The Contractor shall be required to maintain copies of all insurance covers, EPF registration and ESI registration before start of work for inspection by the Employer at any time during the Term of the Contract The Contractor is deemed to have visited the Site and familiarized itself fully. Nonfamiliarity with the Site conditions will not be considered a reason either for extra claims or for not carrying out the Construction and Commissioning of the Mini-Grid Project(s) in strict conformity with the Technical Specifications or for any delay in Date of Commissioning. 97

98 The Contractor shall, during the Construction and Commissioning, be guided by and fully adhere to the Technical Specifications for the Mini-Grid Project(s) as provided for in the RFP. Non-adherence to the Technical Specifications may lead to forfeiture of Performance Security or delay in certification of commissioning of the Mini-Grid Project(s) for which the Contractor shall be solely responsible and shall have no claim towards the Employer in this regard Failure to meet the timelines as specified in Article shall cause the Employer to claim liquidated damages from the Contractor as per the provision of Article 4.2 of this Contract. 4.2 Liquidated Damages In the event that the Contractor fails to commission the Mini-Grid Project(s) on or before the Date of Commissioning, other than for the reasons mentioned in the provision stated below, then the Employer shall, without prejudice to its other remedies under the Contract, recover liquidated damages, at the rate equivalent to 0.5% of the Total VGF Amount for delayed capacity of each week up to a maximum deduction of 5 % of the Total VGF Amount In the event that the delay is extended beyond 10 (Ten) weeks, the Contract is liable to be terminated by the Employer and the Performance Security amount shall be forfeited on pro-rata basis of the non-commissioned capacity thereof The Contractor shall have no liability to pay the foregoing Liquidated Damages if the delay in achieving Date of Commissioning is solely on account of a Force Majeure Event or Employer Event of Default. 98

99 5. OPERATIONS AND MAINTENANCE 5.1 Time period for Operation and Maintenance (O&M) The time period for O&M shall be 10 (Ten) years from the Date of Commissioning of the Mini-Grid Project(s) The Contractor shall be responsible for O&M of the Mini-Grid Project(s) till the Term of the Contract During the 10 (Ten) years O&M period, the Contractor shall ensure the implementation and O&M of the Mini-Grid Project(s) which includes replacement of modules, inverter/pcu, batteries bank and control electronics, meter, distribution line with poles, pole structure cables/wires transformer (if required) house hold connection, structures and other necessary equipment to ensure smooth and efficient operation of the Mini-grid Project(s) for successful completion of 10 years O&M period. 5.2 All preventive/routine maintenance and breakdown/corrective maintenance required for ensuring maximum uptime of the Mini-Grid Project(s) shall have to be provided by the Contractor without any cost liability to be incurred by the Employer. Accordingly, the O&M shall have two distinct components as described below: Preventive/Routine Maintenance a) Preventive and Routine Maintenance of all the components of the Mini-Grid Project(s) equipment shall be carried out by the Contractor as recommended by the manufacture/supplier of the component/sub system but at least once in every two months. b) This shall include cleaning of module surface, maintenance of other equipment s or any other adjustment required by the system, checking of all electrical connections, upkeep of the lighting systems, distribution lines etc. wherever required or any other activity that may be required for proper functioning of the Mini-Grid Project(s) component Breakdown/Corrective Maintenance a) Whenever a complaint is lodged by the consumer(s) or from any of the villager, the Contractor shall attend to the same within a reasonable period of time (4 hours). In case if a material or major component needs to be rectified/ replaced, it shall be corrected or replaced by the Contractor within a period not exceeding Three (3) days from the date of complaint. 5.3 At all times after the Date of Commissioning and during the Term of the Contract, 99

100 subject to the provisions of Article 9, the Contractor shall ensure that the following minimum requirements are met for the Mini-Grid Project(s) failing which, it shall be treated as an O&M Event of Default; a) Ensure electricity supply as per SoP. b) Complaints to be attended within reasonable time as provided in Article 11 of this Contract, c) Maintain spares to cater replacement within 3 days of complaint and d) Scheduled outages to be conveyed 24 hours in advance to the Mini-Grid Project(s) beneficiaries 5.4 In the event of an O&M Default as provided for in Article 5.3 above, provisions of Article 8.3 shall apply. 5.5 The Contractor shall ensure that it has adequately trained manpower for carrying out O&M of the Mini-Grid Project(s). 5.6 The records maintained during the O&M period shall be available from time to time to Employer. 100

101 6. Viability Gap Funding (VGF) DISBURSEMENTS and TARIFF PAYMENTS 6.1 VGF Payment Disbursement The Employer shall provide hundred percent (100%) of the Total VGF Amount computed on the basis of Quoted VGF submitted by the Successful Bidder in Financial Bid as per the provisions of this Article The disbursal of Total VGF Amount shall be governed as per the following provisions: 70% (Seventy percent) of Total VGF Amount payment scheduled to be disbursed during the construction stage as follows: a. 25% (Twenty Five Percent) disbursement as Initial Advance Payment against submission of unconditional irrevocable bank guarantee of equivalent amount and valid up to the Date of Commissioning. The proforma of Bank Guarantee shall be similar to the bank guarantee proforma provided for Performance Security as per Annexure 4; and, b. Up to 20% (Twenty percent) disbursement on completion of acquisition of Land for the Mini-Grid Project(s) subject to the submission of documentary evidence by the Contractor to the Employer; Actual disbursement will be not more than the amount of Performance Security submitted by the Contractor. If Contractor wishes to avail full 20% (Twenty percent) disbursement at this stage, and the Performance Security is of lesser amount, Contractor is required to submit additional Bank Guarantee of the differential amount and of validity up to the Date of Commissioning and, c. Balance VGF (considering VGF disbursal as per above clause (a) and (b) to the maximum disbursal of 70%) on the Date of Commissioning Remaining 30% (Thirty percent) of Total VGF Amount shall be released after the Date of Commissioning as follows: a. 10% (Ten percent) each year for the first 3 (Three) years on completion of each year subject to no breach/default of Contract by Contractor The Contractor agrees that non-adherence to any obligations/responsibilities on its part as per the provisions of the Contract and leading to an Event of Default of the Contractor shall cause the Employer to delay or prevent the disbursement of VGF disbursements to be provided for in Article and Tariff payment post Inter-connection with the Grid In the event of the Inter-connection of the Mini-Grid Project(s) with the grid of the 101

102 Distribution Licensee at any time during the Term of the Contract, the Contractor shall be eligible to seek compensation from the Distribution Licensee for the solar energy injected at the Inter-connection point from the Mini-Grid Project(s) as per the billing cycle at applicable Feed-in-Tariff Provided further that compensation by the Distribution Licensee to the Contractor for the solar injection, post interconnection with the grid, shall be as per applicable Feed in Tariff for the Mini-Grid Project(s) as per the provisions laid under the Regulations and amendments thereof. The Contractor will be required to enter into a Power Purchase Agreement (PPA) with the Distribution Licensee or any other applicable authority for sale of such power from the Mini-Grid Project(s) at the time of interconnection of the Mini-Grid Project(s) with the grid For the purpose of seeking payments under Article above from the Distribution Licensee, the Contractor shall be required to conduct Joint Meter Readings with the Distribution Licensee at the Inter-connection point and submit invoice as per the billing cycle agreed with due date of 30 (Thirty) days from invoice for payments to be made by the Distribution Licensee at the designated account notified by the Contractor. 102

103 7. FRAUD AND CORRUPTION 7.1 It is the Bank s policy to require that Borrowers (including beneficiaries of Bank loans), bidders, suppliers, contractors and their agents (whether declared or not), sub-contractors, sub-consultants, service providers or suppliers, and any personnel thereof, observe the highest standard of ethics during the procurement and execution of Bank-financed contracts 9. In pursuance of this policy: a) The Bank defines, for the purposes of this provision, the terms set forth below as follows: (i) corrupt practice is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party 10 ; (ii) fraudulent practice is any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation 11 ; (iii) collusive practice is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party 12 ; (iv) coercive practice is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party 13 ; (v) obstructive practice is (aa) deliberately destroying, falsifying, altering, or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a Bank investigation into allegations of a 9 In this context, any action to influence the procurement process or contract execution for undue advantage is improper. 10 For the purpose of this sub-paragraph, another party refers to a public official acting in relation to the procurement process or contract execution. In this context, public official includes World Bank staff and employees of other organizations taking or reviewing procurement decisions. 11 For the purpose of this sub-paragraph, party refers to a public official; the terms benefit and obligation relate to the procurement process or contract execution; and the act or omission is intended to influence the procurement process or contract execution. 12 For the purpose of this sub-paragraph, parties refers to participants in the procurement process (including public officials) attempting either themselves, or through another person or entity not participating in the procurement or selection process, to simulate competition or to establish bid prices at artificial, non-competitive levels, or are privy to each other s bid prices or other conditions. 13 For the purpose of this sub-paragraph, party refers to a participant in the procurement process or contract execution. 103

104 corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (bb) acts intended to materially impede the exercise of the Bank s inspection and audit rights provided for under paragraph 30.1(e) below. b) The Bank will reject a proposal for award if it determines that the bidder recommended for award, or any of its personnel, or its agents, or its subconsultants, sub-contractors, service providers, suppliers and/or their employees, has, directly or indirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for the contract in question; c) The Bank will declare mis-procurement and cancel the portion of the loan allocated to a contract if it determines at any time that representatives of the Borrower or of a recipient of any part of the proceeds of the loan engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices during the procurement or the implementation of the contract in question, without the Borrower having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur, including by failing to inform the Bank in a timely manner at the time they knew of the practices; d) The Bank will sanction a firm or individual, at any time, in accordance with the prevailing Bank s sanctions procedures 14, including by publicly declaring such firm or individual ineligible, either indefinitely or for a stated period of time: (i) to be awarded a Bank-financed contract; and (ii) to be a nominated 15 ; e) The bidders, suppliers and contractors, and their sub-contractors, agents, personnel, consultants, service providers, or suppliers, will permit the Bank to inspect all accounts, records, and other documents relating to the submission of bids and contract performance, and to have them audited by auditors appointed by the Bank. 7.2 The Contractor agrees to adhere to and abide by Fraud and Corrupt Practice policies of the World Bank. 14 A firm or individual may be declared ineligible to be awarded a Bank financed contract upon: (i) completion of the Bank s sanctions proceedings as per its sanctions procedures, including, inter alia, cross-debarment as agreed with other International Financial Institutions, including Multilateral Development Banks, and through the application the World Bank Group corporate administrative procurement sanctions procedures for fraud and corruption; and (ii) as a result of temporary suspension or early temporary suspension in connection with an ongoing sanctions proceeding. 15 A nominated sub-contractor, consultant, manufacturer or supplier, or service provider (different names are used depending on the particular bidding document) is one which has either been: (i) included by the bidder in its pre-qualification application or bid because it brings specific and critical experience and know-how that allow the bidder to meet the qualification requirements for the particular bid; or (ii) appointed by the Borrower. 104

105 8. TERM, EVENT OF DEFAULT and TERMINATION 8.1 Term of the Contract Unless terminated pursuant to the provisions of this Contract, this Contract shall continue to be in force until the 10 th (tenth) anniversary of the Date of Commissioning ( Term ) 8.2 Events of Default Contractor Event of Default The occurrence of any of the following events at any time during the Term shall constitute an Event of Default by the Contractor ( Contractor Event of Default ) unless such an event occurs as a result of the Distribution Licensee Event of Default or due to a Force Majeure Event; a. If the Contractor fails to commission the Contracted capacity by the Date of Commissioning as specified in this Contract subject to any extension thereof granted by the Employer; or b. failure or refusal by the Contractor to perform any of its material obligations under this Contract including an O&M Default; or c. If the Contractor, in the judgment of the Employer has engaged in corrupt or fraudulent practices as per Article 7 in competing for or in executing the Contract; or d. if the Contractor (i) assigns or purports to assign all or part of the Project or rights in violation of this Contract; or (ii) transfers or novates any of its rights and/or obligations under this Contract, in violation of this Contract; or e. if the Contractor becomes voluntarily or involuntarily the subject of proceeding under any bankruptcy or insolvency laws or goes into liquidation or dissolution or has a receiver appointed over it or liquidator is appointed, pursuant to Law, except where such dissolution of the Contractor is for the purpose of a merger, consolidated or reorganization and where the resulting entity has the financial standing to perform its obligations under this Contract and creditworthiness similar to the Contract and expressly assumes all obligations under this Agreement and is in a position to perform them; or f. the Contractor repudiates this Contract; or 105

106 g. the Mini-Grid Project(s) is abandoned by the Contractor Employer Event of Default The occurrence of any of the following at any time during the Term shall constitute an Event of Default by the Employer ( Employer Event of Default ) unless such an event occurs as a result of the Contractor s Event of Default or due to a Force Majeure Event. a. Failure or refusal by the Employer or IVC to provide commissioning certificate within a month(1) of request received from the Contractor subject to the condition that such failure or refusal is not on account of Contractor not meeting the technical specifications (as provided in Annexure 1or applicable standards or any other relevant measure as advised by the IVC to the Contractor pursuant to Article and such refusal is provided in writing to the Contractor by the Employer; or b. The Employer repudiates this Contract; or c. if the Employer becomes voluntarily or involuntarily the subject of proceeding under any bankruptcy or insolvency laws or goes into liquidation or dissolution or has a receiver appointed over it or liquidator is appointed, pursuant to Law, except where such dissolution of the Employer is for the purpose of a merger, consolidated or reorganization and where the resulting entity has the financial standing to perform its obligations under this Contract and creditworthiness similar to the Contract and expressly assumes all obligations under this Contract and is in a position to perform them Distribution Licensee Event of Default a. Failure or refusal by the Distribution Licensee to pay any portion of undisputed monthly invoice, for the Tariff Payments as provided in Article 6.2, to the Contractor for more than sixty (60) days after the due date; or b. The Employer repudiates this Contract; or c. if the Distribution Licensee becomes voluntarily or involuntarily the subject of proceeding under any bankruptcy or insolvency laws or goes into liquidation or dissolution or has a receiver appointed over it or liquidator is appointed, pursuant to Law, except where such dissolution of the Distribution Licensee is for the purpose of a merger, consolidated or reorganization and where the resulting entity has the financial standing to perform its obligations under this Contract and creditworthiness similar to the Contract and expressly assumes all obligations under this Contract and is in a position to perform them; 106

107 8.3 Procedure for Event of Default In the event of Contractor Event of Default, Employer Event of Default or Distribution Licensee Event of Default, the non-defaulting Party may deliver a Default Notice to the defaulting Party in writing and shall specify in such notice, reasonable details of the Event of Default of the defaulting Party and calling up on the defaulting Party to remedy the same At the expiry of 30 (thirty) days from the delivery of the Default Notice and unless the Parties have agreed otherwise or the default has been remedied by the Defaulting Party, the non-defaulting Party may terminate this Agreement by delivering a notice ( Termination Notice ) to the defaulting Party Upon delivery of the Termination Notice, this Contract shall stand terminated from the date specified in the Termination Notice. In the event of termination of this Contract, following the Termination Notice, the non-defaulting Party shall stand discharged of all its obligations. 107

108 9. FORCE MAJEURE 9.1 Force Majeure means any event or circumstance or combination of events and circumstances including those stated below in Article 9.2 that prevents performance by a Party of its obligations under this Contract, but only if and to the extent that such events or circumstances are not within the reasonable control, and not due to fault or negligence of a Party ( Affected Party ) and could not have been prevented, avoided or overcome even if the Affected Party had taken reasonable care or complied with Prudent Utility Practices. 9.2 Force Majeure Event Force Majeure Events shall include the following events to the extent they satisfy the foregoing requirements: a) acts of God, including but not limited to lightning, earthquake, volcanic eruption, landslide, flood, cyclone, typhoon, tornado; b) any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot, insurrection, terrorist or military action; c) any requirement, action or omission to act pursuant to any judgment or order of any court or judicial authority or statutory entity in India (provided such requirement, action or omission to act is not due to the breach by the Contractor or Employer) of any Law or any of their respective obligations under this Contract; d) expropriation and/or compulsory acquisition of the Mini-Grid Project(s) in whole or in part by any government or Statutory Entity; e) industry wide strikes and labour disturbances having a nationwide impact in India; or f) terrorist acts affecting the Mini-Grid Project(s). 9.3 Force Majeure Exclusions Force Majeure Event shall not include the following conditions, except to the extent that they are consequences of a Force Majeure Event. 108

109 a) unavailability, late delivery or change in cost of Mini-Grid Project(s) and machineries, equipment, materials, spares parts or consumables required for the Mini-Grid Project(s); b) delay in performance of any contractor or sub-contractor or their agents involved in the Mini-Grid Project(s); c) non-performance resulting from normal wear and tear of Mini-Grid Project(s)materials or equipment; d) strike or labour disturbances at the facilities of the Affected Party; e) insufficiency of finances or funds or the Contract becoming onerous to perform; f) non-performance caused by, or concerned with, the Affected Party s negligent and intentional acts, errors or omissions; g) failure to comply with Law; or h) breach of, or default under this Contract. 9.4 In the event of Force Majeure as per the provisions of Article 9.2 above, the Contractor shall not be liable for forfeiture of its performance security, liquidated damages or termination for default, if and to the extent that, its delay in performance or other failure to perform its obligations under the Contract is the result of an event of Force Majeure. 9.5 Notice of Force Majeure Event Where an Affected Party seeks to claim the protection of Article 9.2, it shall give a written notice to other Party of any Force Majeure Event as soon as reasonably practicable, but not later than 7 (seven) days, after the date on which the Affected Party knew or shall reasonably have known of the commencement of the Force Majeure Event If any Force Majeure Event results in a breakdown of communication rendering it not reasonable to give notice within the applicable time limit specified herein, then the Affected Party shall give notice as soon as reasonably practicable after reinstatement of communication, but not later than one (1) day after such reinstatement. 109

110 9.5.3 Such notice shall include full particulars of the Force Majeure Event, its effects on the Affected Party and the remedial measures proposed, and the Affected Party shall give the other Party regular (and not less than monthly) reports on the progress of those remedial measures and such other information as the other party may reasonably request about the situation The Affected Party shall give notice to the other Party of: (1) the cessation of the relevant Force Majeure Event; and (2) the cessation of the effects of such Force Majeure Event on the performance of its rights or obligations under this Contract, as soon as practicable after becoming aware of each of these cessations To the extent not prevented by a Force Majeure Event, the Affected Party shall continue to perform its obligations pursuant to this Contract. The Affected Party shall use its reasonable efforts to mitigate the effect of any event of Force Majeure as soon as practicable. 9.6 Consequences of Force Majeure Event Subject to Article 9.5 above, neither Party shall be responsible or liable for failure to perform its obligations under this Agreement where such failure is due to a Force Majeure Event affecting such Party, provided that a Force Majeure Event shall not release a party of its obligations to pay any amounts that it is otherwise liable to pay to the other Party under this Agreement. 9.7 Termination due to Force Majeure Event In the event that a Force Majeure Event continues beyond a continuous period of six (6) months and either Party is unable to perform its obligations on account of such Force Majeure Event, the Contract may be terminated by either Party by providing a termination notice to the other Party In the event of termination pursuant to Article above, the Performance Security submitted by the Contractor shall be returned by the Employer to the Contractor. 110

111 10. DISPUTE RESOLUTION 10.1 Settlement of Disputes If any dispute of any kind whatsoever shall arise between the Employer and Contractor in connection with or arising out of the Contract including without prejudice to the generality of the foregoing, any question regarding the existence, validity or termination, whether the parties shall seek to resolve any such dispute or difference by mutual consultation If the Parties fail to resolve, such a dispute or difference by mutual consent, within forty five (45) days of its arising, then the dispute shall be referred by either Party by giving notice to the other Party of its intention to commence arbitration as hereafter provided, as to the matter in dispute, and no arbitration may be commenced unless such notice is given Any dispute, in respect of which a notice of intention to commence arbitration has been given in accordance to with Article above, shall be finally settled by arbitration Arbitration proceedings shall be conducted as per the procedures of The Arbitration and Conciliation Act, The venue or arbitration shall be Lucknow Notwithstanding any reference to the arbitration herein, the parties shall continue to perform their respective obligations under the agreement unless they otherwise agree. 111

112 11. GRIEVANCE REDRESSAL 11.1 Complaints Register The Contractor shall maintain a public relations office at its Site office and easily accessible to the users/beneficiaries of the Mini-Grid Project(s), where it shall keep a register (the Complaint Register ) open to public access at all times for recording of complaints by any person (the Complainant ). Information relating to the availability of and access to the Complaint Register shall be prominently displayed by the Contractor at appropriate places so as to bring it to the attention of all users/beneficiaries of the Mini-Grid Project(s) The Complaint Register shall be securely bound and each page thereof shall be duly numbered. It shall have appropriate columns including the complaint number, date, name and address of the Complainant, substance of the complaint and the action taken by the Contractor. Immediately after a complaint is registered, the Contractor shall give a receipt to the Complainant stating the date and complaint number Without prejudice to the provisions of Article and Article above, the Employer may, in consultation with the Employer, specify the procedure for making complaints in electronic form and for responses thereto Redressal of complaints The Contractor shall inspect the Complaint Register every day and take prompt and reasonable action for redressal of each complaint. The action taken shall be briefly noted in the Complaint Register Within 7 (seven) days of the close of each month, the Contractor shall send to the Employer a copy of each of the pages of the Complaint Register on which any entry has been recorded during the course of such month, and upon perusal thereof, the Employer may, in its discretion, advise the Contractor to take such further action as the Employer may deem appropriate for a fair and just redressal of any grievance The Contractor shall consider such advice and inform the Employer of its decision thereon, and if the Employer is of the opinion that the Complainant is entitled to further relief, it may refer the matter to the competent forum for its disposal under the Consumer Protection Act, 1986, and advise the Complainant to pursue the complaint at his own risk and cost The Grievances of the Contractor and the consumers shall be resolved /facilitated in accordance with Section 26 Grievance Redressal Mechanism of the 112

113 Regulations. 113

114 12. MISCELLANEOUS PROVISIONS 12.1 Governing Law This Contract shall be governed and be subjected to the applicable laws of India. The Courts of Lucknow shall have execution jurisdiction in all matters arising under this Contract Insurance The Contractor shall at its own expense take out and maintain in effect, or cause to be taken out and maintained in effect, the Insurance during the performance of the Contract, from commencement to commissioning of the Mini-Grid Project(s) and Ten (10) years mandatory O&M from Date of Commissioning Limitation of Liability Except in cases of criminal negligence or willful misconduct, and in the case of infringement, a. The Contractor shall not be liable to the Employer, whether in contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of use, loss of production or loss of profits or interest costs, provided that this exclusion shall not apply to any obligation of the Contractor to pay liquidated damages to the Employer ; and b. the aggregate liability of the Contractor to the Employer, whether under the Contract or otherwise, shall not exceed the sum of i. Total VGF Amount, ii. Any Performance Security, or reduced bank guarantee with the Employer submitted by the Contractor and, iii. All assets related to the Project including Land and other assets of the Contractor The Contractor hereby accepts full responsibility and indemnifies the Employer and shall hold the Employer harmless from all acts of omissions and commissions on the part of the Contractor, his agents, his sub contactors and employees in execution of the Mini-Grid Project The Contractor also agrees to defend and hereby undertakes to indemnify the Employer and also hold him harmless from any and all claims for injury to or death of any and all persons including but not limited to employees and for damage to the property arising out of or in connection with the performance of the work during the Term of the Mini-Grid Project. 114

115 12.4 Governing Language The contract shall be written in English language. All correspondence and other documents pertaining to the Contract which are exchanged by the parties shall be written in the same language Notices Any notice given by one party to the other pursuant to this Contract shall be sent to other party in writing or by and confirmed in writing/ to the other Party s address specified below: If to the Contractor, all notices or other communications which are required must be delivered personally, by registered post or facsimile or any other method duly acknowledged to the addresses below: Address : Attention : Fax. No. : Telephone No. : If to the Employer, all notices or communications must be delivered personally or by registered post or facsimile or any other mode duly acknowledged to the addresses: Address : Attention : Fax. No. : Telephone No. : 12.6 Equity Lock-in The Successful Bidder (Lead Member in case of a Joint Venture) shall be required to continue to hold at least fifty one percent (51%) of equity in the Contractor up to a period of five (5) years after Date of Commissioning Severability It is stated that each paragraph, article, clause, sub-clause, schedule or annexure of this contract shall be deemed severable and in the event of the unenforceability of any paragraph, Article, clause sub-clause, schedule or the remaining part of the paragraph, Article, clause, sub-clause, schedule annexure and rest of the contract shall continue to be in full force and effect Counterparts This Contract may be executed in one or more counterparts, each of which shall be 115

116 deemed an original and all of which collectively shall be deemed one of the same instrument Rights and remedies under the contract only for the Parties This Contract is not intended and shall not be construed to confer on any person other than the Employer and Contractor hereto, any rights and / or remedies herein Safety and Applicable laws The safety of the Contractor s staff is the responsibility of the Contractor itself. The Contractor shall provide at his own cost all safety equipment such as safety helmet, shoes, gumboots, dust respirator, hand gloves etc. as per the requirement of the Mini-Grid Project. The site engineer of the Contractor shall take adequate steps to ensure the proper use of the safety equipment by Contractor s staff at all times The Contractor shall comply all the labour laws governing the workmen engaged by them, directly or through a sub-contractor and implementing the provision of Provident Fund Act, Gratuity Act, Minimum wages Act, Workers Compensation Act, Payment of Wages Act, Rules and Regulations framed there under and also provision of any other act as may be applicable for operation or carrying out of the said Contract All works shall be executed in accordance with the requirement of the Factories Act and rules, Electricity Act and other applicable act and rules or codes of the Employer. The Contractor shall comply with all rules and regulations of the local authorities in performance of its work Statutory Acts All legal formalities/clearances are to be obtained prior to commencement of work by the Contractor regarding the execution of the Mini-Grid Project The Contractor shall comply with the all the Acts, rules and regulations, laws and by-laws framed by state or central government. The Employer shall have no liabilities in this regard Waiver No waiver by either Party of any default or breach by the other Party in the performance of any of the provisions of this Contract shall be effective unless in writing duly executed by an authorized representative of such Party Neither the failure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Contract nor time or other indulgence 116

117 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 Contract, which shall remain in full force and effect. 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 [Employer] For and on behalf of [Contractor] Name, Designation and Address Name, Designation and Address Signature with seal Signature with seal Witness: 1. Witness:

118 . ANNEXURES AND SCHEDULES 118

119 GENERAL DESIGN FEATURES ANNEXURE 1: Technical Specifications 13. During the daytime, the project components (including solar array and batteries) should supply power directly to the loads in online mode, along with charging of the batteries in continuous mode. On most non-cloudy days during the year ( regular day ), batteries should get fully charged during the daytime. 14. During nighttime, all loads will be powered in offline mode through from batteries. 15. Battery bank must be sized in such a way that they should not go beyond a depth of discharge of 70% on a regular day. 16. Battery bank would have 2 days Autonomy for Base load and 1 day for the Additional Load. 17. A good battery management system should be in place for managing the state of charge and state of health of each cluster of the battery bank. 18. System should also be capable of connecting, synchronizing and working with the grid 19. The system should be capable in expansion (Solar and Storage) i.e. additional modular capacity can be added to the system as and when needed. 20. The system should explicitly allow, connect with and synchronize with the grid, as and when connected. 21. All the solar equipment and batteries should be at minimum height of 4 feet so as to ensure safety from flooding. Foundations should be concrete or alternative such that they can withstand annual low-level flooding for the lifetime of the project. 22. All commercial consumers may be individually metered. Bulk metering will be done for household/domestic consumers. One (1) meter will be installed per ten (10) consumers with variance of minimum five (5) consumers and maximum of fourteen (14) consumers. Generation of LT (240V/440V), 50Hz supply through SPV A typical Solar Photovoltaic Power Plant comprises of SPV module for charging the battery, solar deep cycling battery for storage, a Charge Controller for intelligent charging, discharging and protection of the battery, an Inverter for conversion from DC to AC and complete set of hardware for proper performance and functioning of the system. 119

120 The following components have been considered 6. Solar PV modules 7. Mounting structures and civil works for housing battery bank and control system 8. PV Inverters 9. Battery bank 10. Cabling DC and AC 11. Earthing and lightening protections 12. Monitoring system 13. Others, as may be necessary Distribution at LT to households and other commercial loads within a radius of 3-4kms 14. LT lines and poles 15. Service connection 16. Transformers 17. Meters and data logging 18. Protection Standards and specifications The standards/specifications for project equipment will be as follows: Equipment Description: 1. Solar Modules Solar Modules will be 60 cells or 72 cells standard polycrystalline from a Tier-1 Indian or Foreign brand. They shall be TUV approved and flash test reports for every module shall be provided. Minimum efficiency of the modules shall be 14.5% and shall have a warranty of 25 years. The rated output power of any supplied module shall have tolerance of +/- 3% or better. Modules shall comply with IEC 61215, 61730, codes. Modules shall be resistant to water, abrasion, hail impact, humidity and other environment factors, in line with international standards. Modules deployed 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). a) Name of the manufacturer of the PV module, 120

121 b) Name of the manufacturer of Solar Cells, c) Month and year of the manufacture (separate for solar cells and modules), d) Country of origin (separately for solar cells and module), e) I-V curve for the module Wattage, Im, Vm,Voc, Isc and FF for the module, f) Unique Serial No and Model No of the module, g) Date and year of obtaining IEC PV module qualification certificate, h) Name of the test lab issuing IEC certificate, i) Other relevant information on traceability of solar cells and module as per ISO 9001 and ISO Module Mounting Structure Mounting structure shall be able to withstand heavy winds of up to 170 kmph or higher, depending on the prevalent wind speeds in a certain region. The GI structure shall be galvanized with minimum 70 microns thickness, and shall use nuts and bolts of stainless steel. The minimum height of the modules shall be such that it is above the water level (minimum 4 feet) in case of flooding. Structures shall comply with IEC 61215/ Junction boxes and Combiner boxes Junction boxes and combiner boxes shall be IP65 Rated (dust proof and water proof).proper electrical protections (Fuses, Isolators, MCBs) and surge protection devices shall be in place. Junction Boxes shall be rated for 1000V DC. These shall comply with UL1741, IEC , and TUV Standards. 4. PCU/Inverters Inverters shall be of very high quality having high efficiency and shall be collectively capable of running in isolated as well as grid-synchronized mode (Multi-Mode Inverter). Maximum power point tracker (MPPT) shall be integrated into the Inverter to maximize energy drawn from the solar PV array. MPPT shall be microprocessor/micro controller based to minimize power losses and maximize energy utilization. The efficiency of MPPT shall not be less than 95% and shall be adequate to meet the Solar PV Array capacity. The Inverter shall always give preference to solar power, and will use Battery power only when the solar power is unable to meet the load requirement. Inverter needs to comply with the following requirements. Output voltage: 415V (+/-10%) AC 50Hz, 3 Ph 4w. Over Load capacity % for 60sec Important features of Inverter offered shall be: a) Load shall be catered by solar power whenever solar power is generated, 121

122 b) When solar power is not generated, Load shall be catered by Battery bank, c) The efficiency measurement and environmental testing shall adhere to IEC/61683, IEC (6, 21, 27, 30, 75, 78). d) The PCU/ inverters shall be tested from the MNRE approved test centers / NABL /BIS accredited testing- calibration laboratories/international test houses. e) Inverters shall comply with IEC 61727, IEC 62116, IEC 62109, IEEE Cables All the cables shall conform to IS 694 and shall be of 1.1 kv grade as per requirement. Only XLPE insulated Copper cables shall be used. Cables shall be selected such that the voltage drops and power losses shall be kept to minimum. Cables shall be sized based on the following considerations: a) Rated current of the equipment, b) The voltage drop in the cable, shall be limited to 3% of the rated voltage, c) Short circuit withstand capability This will depend on the feeder type. For a fuse protected circuit, cable shall be sized to withstand the let out energy of the fuse. For breaker controlled feeder, cable shall be capable of withstanding the system fault current level for total breaker tripping time inclusive of relay pickup time. 6. Lightening and Earthing protection The SPV generating unit shall be provided with lightning and over voltage protection. The array structure of the SPV yard shall be grounded properly using adequate number of earthing kits. All metal casing / shielding of the plant shall be thoroughly grounded to ensure safety of the power plant. 7. Batteries Tubular Low maintenance lead acid (LMLA) industrial batteries shall be used. Battery Bank shall allow 70% DOD. These shall be deep cycle and deep discharge batteries which shall work for more than 1500 cycles at 70% DOD. Batteries shall have a replacement warranty of at least 5 years and shall conform to IEC The cells shall be capable of deep discharge and frequent cycling with long maintenance intervals and high columbic efficiency. Automotive or car batteries shall not be accepted. The cells shall include the required number or corrosion resistant inter-cell connectors. The cells shall preferably be supplied in dry charged condition, complete with all required chemicals electrolyte packed in separate containers. Suitable number of corrosion resistant and acid-proof storage racks shall be supplied to accommodate the cells. The rack design shall be such that minimum space is required, without any way obstructing the maintenance requirements. For metallic racks, standards specified for control panel enclosures and other metallic shall govern. No local replacement of the batteries would be possible. 122

123 There shall be no environmental hazards caused due to: Improper use and maintenance of the battery bank. Improper disposal of batteries at the time of replacement. Any manufacturing defects. All technical and other details pertaining to the storage cells shall be supplied including but not limited to the following: i. Rated voltage and ampere-hour capacity of each storage cell as the rated discharge rate, ii. Permitted maximum DOD, iii. Self-discharge rate, iv. Cycle life of the storage cell and the anticipated life (in years) of the battery bank. v. Total number of storage cells in use. vi. Details on cell interconnections, if any 8. Battery room A battery and inverter room shall be made which will keep all the equipment safe from any environmental factors. It shall have proper ventilation and shall have easy access for maintenance. 9. Quality and adaptability of the equipment Interested Companies must verify the grid behavior, solar insolation levels and general site conditions on their own before bidding. The bidder shall accordingly ensure that the equipment and the design submitted shall be able to perform as per guaranteed performance levels in the available site conditions. The design of the plant and the equipment offered shall be evaluated for its quality and adaptability to the site conditions. 123

124 Annexure-2: LOCATION DETAILS OF THE PROJECT Location details for Installation of Mini-Grid Projects under the District of Hamirpur in the State of Uttar Pradesh [To be inserted at the time of signing of Contract] 124

125 Annexure-3: ENVIRONMENTAL AND SOCIAL MANAGEMENT FRAMEWORK 1. Environment and Social Management Framework (ESMF) for Renewable Energy Development Projects (Uttar Pradesh) Executive Summary India is one of the fastest growing economies with close to 98% electrified villages. Uttar Pradesh on the other hand has achieved electrification of almost 99% of its villages, still close to 02 crore people in the state lack access to conventional grid electricity. The proposed project aims to address the energy access issue and will supplement the efforts being made by the State and Central Governments under various programs to provide affordable electricity through renewable energy solutions. Uttar Pradesh government, with World Bank support, is looking to initially develop the proposed Mini-Grid Projects based on solar PV technology, which may be explored for other renewable technologies such as biomass gasification technologies in the next phase. In the initial phase, the proposed sub-projects are envisaged to be located in the District of Hamirpur of Uttar Pradesh, which shall be further extended to other parts of the state. The project is conceptualized to be developed by private developers under a build, own, operate and maintain model, wherein the private developer would be selected through competitive bid process. To ensure that decision making in subsequent stages of the project is informed and influenced by environment and social considerations for each of the subprojects, an Environmental and Social Management Framework (ESMF) is developed. The ESMF aims to integrate environment and social concerns into the project s design and implementation by the Mini-Grid Operator and other implementing agencies. Sub-Project Area and Size This bio-physical environment and social-economic profile of Uttar Pradesh and identified sub project districts have been considered in the ESMF for the Bidder to understand and integrate the essential aspects while developing his methodology for the sub-projects. The key considerations while identifying the proposed sites include; proximity to the village, solar radiation, land use pattern, road connectivity, water availability and its source, statutory approvals and clearances, proximity to tribal population, flood prone, drought, proximity to cultural significance to general public and also tribal households, forest area, and site shading. Applicable local Regulations As per the EIA notifications 2006, wind and solar power projects are exempt from obtaining environmental clearance as solar power projects are not listed in Schedule I of the 2006 Notification. Specific to RE projects, the EIA rules for Solar Photo Voltaic (SPV) is exempted 125

126 up to a plant size of 50 hectares and biomass based projects below 15MW are exempt from obtaining environmental clearance. In addition to the World Bank (WB) environmental and social safeguards, the project developer needs to follow Uttar Pradesh s Environmental Policy within the basic framework of economic and social priorities with the objective of ensuring environmental conservation without impeding any development imperatives. The developer shall need to take all necessary measures to mitigate any pollution related activity arising during the project implementation including obtaining necessary consent to establish (CTE) and consent to operate (CTO) from the state pollution control board. In addition to other law and regulations specified in the ESMF, the developer will seek all other necessary approvals. The project developer shall strictly refer to the Negative List which lists out activities/locations To Be Avoided during Sub -Projects Development as highlighted below. Phase I: Site Identification and Due Diligence Clearing of natural forest or using its resources. Any type of land acquisition resulting involuntary resettlements. Land having physical or any other cultural significance to the local community Disputed land or have encroachments on them (informal settlers, non-titled entities). No provision for advance notice and no crop compensation for registered owner/s and stakeholders. Any adverse impact to any indigenous people (if any) in the sub project area. Non conformity of the local laws for any change in the land use. Non-availability of consent to establish (CTE) and consent to operate (CTO) from the Uttar Pradesh pollution control board Phase II: Project Implementation No permission for tree cutting Use of Chemical Pesticides Non-compliance of Indian Standard Specifications (ISS) and Uttar Pradesh Public Works Department (PWD) and Irrigation specifications into consideration during design and the course of construction. Blockage of drainage and consequent flooding or erosion due to cross drainage structures such as new roads or water access No internal drainage system for the rainfall runoff No buy back arrangements during the procurement of Lead acid Batteries, Solar Panels, Invertors, LEDs, cables, etc. Non-involvement of local labor. Phase III: Project Management and Operation Waste disposal or waste run off in the nearby fields during construction stage No water conservation plan Non-compliance for safe handling and management of E-waste (CFLs, lead acid batteries, LEDs, solar panels) Non-compliance with Workers Right, Health and Safety of the workers and community at large. 126

127 (SPCB). Although no tribal settlement was identified during rapid assessment of the sup project areas identified, however based on the social screening and its outcome, wherein if tribal households are found to be present the project will have to prepare an Indigenous Peoples Planning (IPP). There will be consultations with the tribal families to ensure their views are taking into account in designing local project interventions, and also to ensure that these interventions result in the optimal benefit for these families in particular. Implication of WB Policy: In view of subprojects nature, depending on the type, location, sensitivity, and scale of the proposed project under WB may be classified as a Category B as applied in the original project. The safeguard policy OP/BP 4.01 has been triggered to ensure that the sub project design and implementation is focused on reducing adverse environmental and social impacts and enhancing positive impacts. The sub- projects, depending upon its specific location might reach areas where Indigenous People (IP) lives and therefore OP/BP 4.10 might be triggered. In addition, depending upon its specific location might reach areas where there are physical cultural resources are present and therefore OP/BP 4.11 might be triggered. Availing of the services from the sub-projects will be purely on willing seller basis. Any selection of site will be done keeping sensitivity of all such impact into consideration (refer Negative List as highlighted above). The sub-project shall follow a screening process for IPs and follow a consultation and communication process in those areas that is consistent with OP, OP 4.01, 4.10 and Project proponents and partner organizations are committed to be as inclusive as possible as this increases their customer base and raises their commercial viability. Project specific environment and social screening will be needed to be undertaken and appropriate mitigation plans to be prepared. The Project Implementation Unit (PIU) will review each screening/assessment and will regularly monitor the implementation of environment and social management plan. Additionally it shall be noted that no chemical / pesticides are allowed to be used by developers during the entire project cycle. Environmental and Social Management Framework (ESMF) The Environmental and Social Management Framework (ESMF) has been developed with an aim to integrate environment and social concerns into the project s design and implementation of the proposed sub- project during various phases - project identification a planning, implementation and operation. The overall intent of the ESMF is to ensure that decision making in subsequent stages of the project is informed and addresses environment and social considerations for each of the sub-projects activities. This ESMF provides a framework, covering relevant World Bank safeguards and local laws, policies and regulations relevant to the renewable energy projects in Uttar Pradesh (the Project), which must be used and followed by the Contractor and the project implementing agency (UPNEDA) during entire project life cycle. Implementation of the ESMF will support 127

128 achieving environment and social compliance with applicable laws and regulations in Uttar Pradesh and relevant World Bank safeguard policies. a) Institutional Arrangement: The ESMF provides an institutional framework wherein UPNEDA through the PIU will be responsible for the Mini-Grid Project oversight and effective implementation to ensure that it meets the strategic objectives. The following institutional framework is proposed to regularly interact in all project related operations and respective outputs and deliverables. Institutional Framework PIU, UPNEDA Local Representation of the UPNEDA b) Project Cycle and ESMF: The ESMF highlights the kinds of project activities across project cycle that requires environmental and social assessment to identify potential impacts and develop a proper environment and social management plan (ESMP) to address any such issues which may arise. The ESMF recognizes the need to integrate safeguards and sensitivity towards gender issues, rights of indigenous people (IP) and also includes the consultation approach to be adopted along with monitoring and evaluation and grievance redressal mechanism (GRM) during the project cycle. All stakeholders in the project are encouraged to raise any concerns they have with the project or provide any feedback for ways in which it could better assist beneficiaries, by using either the GRM established by the project or by contacting the World Bank s Grievance Redress Service (GRS). In addition to procedures for preparing, screening, approving and implementing project activities as outlined in the ESMF (see figure below), the project developer needs to follow monitoring and evaluation mechanisms as highlighted in the proposed institutional framework.: 128

129 c) Environment and Social Management Plan: A framework of typical renewable energy projects and potential impacts is included, together with potential mitigation measures as described in the table below. Provisions for capacity building training and technical assistance are also included for implementing these provisions and guidelines for annual reviews of the Project. The key project related activities during project management and operation, which shall inbuilt capacity building activities to involve them during the operation and maintenance, billing management system, accounts, and tariff collection and fee collection, and related activities. It is envisaged that the developer prefer to identity and involve and local community members for their capacity building to be employed in the project activities. All such budgetary preassumptions for preparedness and mitigations measures that ESMF highlights during the phase II shall be adequately budgeted by the developer in the bid document. S. No Environnent and Social Management Plan (Indicative) Environmental Potential Mitigation Measures and Social Impacts Affected Parties 1 Livelihood Implications 2 Damage to standing crops Trees, Title Holders/ Non-Title holders/ sharecroppers, agricultural laborers and employees Owners and beneficiaries (Registered/ Unregistered tenants, contract cultivators, leaseholders and sharecroppers a) To the extent possible, Temporary employment in the project construction work (new or improved roads, project infrastructure development; distribution lines) to project affected persons with particular attention to women and other vulnerable groups by the developer during construction. a) One month advance notice to project affected persons to harvest fruits, standing crops and removal of trees. b) Compensation to be paid at the rate estimated in accordance with the agreement document between the registered owners of the land and other beneficiaries. 129