DRAFT PRE BID (MoU) (Rev-1) Memorandum of Understanding

Transcription

1 DRAFT PRE BID (Rev-1) Memorandum of Understanding This Memorandum of Understanding (hereinafter referred to as MOU ) is made on the [Insert day] of Insert month] of Two Thousand and [Insert Year] at [Place]. BETWEEM M/s. SJVN Limited, company registered under the Companies Act, 1956 and having its registered office at Himfed Building, Shimla, (hereinafter called SJVN, which expression shall unless repugnant to the context or meaning thereof, include its successors and assigns) of the ONE PART. AND M/s a company having its registered office at..(hereinafter referred to as Responsive Party ), which expression shall unless repugnant to the context or meaning thereof, include its successors and assigns) of the OTHER PART, ( SJVN and Responsive Party are individually referred to as Party and collectively as the Parties.) AND WHERAS 1.0 SJVN invites Pre Bid Price offer from shortlisted Parties vide NIT Ref. No : SJVN/SOLAR/70MW/RJ/NIT/ dated for seeking of price discovery before participation in competitive bidding process against RfS No. NTPC/ /NSM/TI/RAJ/03 invited by NTPC for development of 420 MW capacities (6*70 MW capacity under OPEN category).for Solar PV Project Development for National Solar Mission Phase-II State Specific Bundling Scheme for BHADLA SOLAR PARK PHAE-II in Rajasthan 2.0 Here the Shortlisted Responsive Party shall means, the Party/Bidder who is responsive in Techno-Commercial process of their response submitted against Pre Bid Price offer vide NIT Ref. No : SJVN/SOLAR/70MW/RJ/NIT/ dated [Insert name of the Shortlisted Responsive Party/ Bidder] has been identified as one of the responsive applicant in response to their submission against NIT Ref. No : SJVN/SOLAR/70MW/RJ/NIT/ In case SJVN wins the competitive bid process, matching the Price Offer provided by the bidders in their Pre Bid Price Offer, the responsive bidder shall be obligated to meet the technical and commercial offer provided by them in Pre Bid Price Offer. The EPC and Subsequent O&M contract shall be signed between SJVN and the L-1 bidder to execute scope of the work as mentioned in SJVN NIT vide Ref No. : SJVN/SOLAR/70MW/RJ/NIT/ NOW THEREFORE, in consideration of the above, the following broad understanding is mutually agreed between the Parties and their relationship in respect of matters related to the selection of a Bidder for opportunity will be guided as follows: Article 1 Purpose The purpose of this MOU is to finalize the contractual obligations of all parties so as to enable SJVN to effectively participate in competitive bidding process against RfS No. NTPC/2015- Page 1 of 6

2 DRAFT PRE BID (Rev-1) 16/NSM/TI/RAJ/03 invited by NTPC for Solar PV Project Development for National Solar Mission Phase-II State Specific Bundling Scheme for BHADLA SOLAR PARK PHAE-II in Rajasthan. In the event SJVN becomes the successful bidder for the opportunity, SJVN may award contract to the Party who get L-1 in the Pre Bid Price offer invites by SJVN vide NIT Ref No. SJVN/SOLAR/70MW/RJ/NIT/ Article 2-Responsibilities of Responsive Party A. General (i) The Responsive Party shall undertake to accept the award of contract from SJVN at quoted commercial and technical specifications. (ii) The Responsive Party shall undertakes that the party does not participate as a bidding company or as a member of any consortium for the opportunity (iii) All contractual matters in relation to the contract awarded by the SJVN shall be between SJVN and the Responsive Party. (iv) Responsive Party undertakes to execute the contract as per the terms and conditions of the contract awarded by SJVN. (v) In the event SJVN is not awarded the letter of award, the Parties agree and accept that neither shall have any claim on the other Party and the MOU shall stand terminate. (vi) Responsive Party shall submit a performance bank guarantee in line with requirements of the NIT vide Ref No. SJVN/SOLAR/70MW/RJ/NIT/ and execute the contract as per NIT document vide and in compliance of NTPC RfS Document. B. Project Specific (i) Although land acquisition is not in the scope of Responsive Party, however specifically for the Opportunity, Responsive Party shall approach SPIA (Solar Park Implementation Agency) on behalf of SJVN to co-ordinate for allotment and possession of Land to meet the timeline of project completion. (ii) The Responsive Party shall only use technologically and commercially viable technologies to minimize risk for SJVN and to achieve timely commissioning of the Project (iii) Responsive Party shall undertake to submit a Performance Bank Guarantee (PBG) of 10% (Ten Percentage of the EPC Contract value) for the project at the time of award of EPC contract by SJVN.in accordance with GCC clause 12. Validity of the PBG will be initially 3 months beyond the defect liability period of EPC Contract, (iv) Within 30 days of award of EPC and O&M contract award by SJVN, the Responsive Party shall ensure that 100% land would be possessed for the Project by co-ordinating with SPIA and also ownership or lease hold rights (for at least 27 years) would be done in the name of SJVN which would be certified by SPIA (v) The Responsive Party shall obtain all Consents, Clearances and Permits which are in the scope of SJVN and would maintain all Consents, Clearances and Permits in full force and effect during EPC and O&M contract (vi) The Responsive Party shall be bound to follow all the conditions and requirements as specified in NTPC Opportunity document (RfS: NTPC/ /NSM/TI/RAJ/03) and subsequent PPA between SJVN and NTPC Ltd for power sale Page 2 of 6

3 DRAFT PRE BID (Rev-1) (vii) The Responsive Party shall be required to get the Project certified for the requisite acceptance/performance test as may be laid down by CEA or an agency identified by Central Government to carry out testing and certification for the solar power projects (viii) Responsive Party shall indemnify, defend and hold SJVN harmless against (a) Any and all third party claims against SJVN for any loss of or damages to property of any such third party, or death or injury to such third party, arising out of a breach by the SPC of any of its obligations under EPC and O&M contract (b) Any and all losses, damages, costs and expenses including legal costs, fines, penalties and interest actually suffered or incurred by SJVN from third party claims arising out of reasons by a breach by the Responsive Party of any of its obligations under EPC and O&M contract C. Additional Technical Details for the Solar Park met by the Bidder/Party (i) The Solar Power Plant of 70 MW under OPEN category in the current Opportunity would be completed within 10 months from the date of EPC and O&M contract award (ii) In case of delays in commissioning: (a) EPC player would be responsible for implementing the project within 10 months from the date of EPC contract. (b) Delay in timelines of commissioning is in the domain of EPC player. NTPC tender penalties would be fully pass through to the EPC Contractor as per the NTPC RFS document (iii) The Solar Power Plant shall be designed for inter-connection with the Pooling Substation at the Solar Park through dedicated transmission line/ cable at voltage level as per NTPC RfS document and RSDCL(NTPC) requirment. (iv) The minimum life of the Solar Project should be 25 years as per the Opportunity requirement. (v) Responsive Party has included cost of transmission line/cable development and necessary interconnection facilities in the commercial quote provided to SJVN (vi) In terms of plant performance, the Bidder shall demonstrate PR of 0.80 at the time of operational acceptance and would maintain the plant at least at 19% CUF at the end of first year of O&M. In case due to violation of plant performance during both construction and O&M period SJVN incurs a penalty from NTPC, it would be directly passed on to the Bidder. The amount of compensation would be determined by PPA between NTPC and Utilities and would be payable towards compensation towards non-meeting of RPOs, subject to a minimum of 25% of the applicable tariff (vii) In case of delay in achieving Condition Subsequent as specified in NTPC Tender on account of EPC, the penalties of NTPC tender would be pass-through in full. Encashment of Performance Guarantee of NTPC portion upto a maximum of 3 months. Extension can be sought at INR 25,000/- day/ MW for delays on account of Responsive Party (viii) The Responsive Party shall also be responsible for ensuring the Third Party Verifications of the quality of the plant as per NTPC RfS Document. In case of any penalties incurred by SJVN on account of performance of the equipment as per NTPC PPA, it would be directly recoverable from Responsive Party. Page 3 of 6

4 DRAFT PRE BID (Rev-1) Article 3 Responsibilities of SJVN (i) SJVN will execute similar MOU with other responsive applicants for the Project. (ii) SJVN shall submit its bid for the opportunity based on the price obtained through the aforesaid process and internal/industry benchmarking of SJVN. (iii) SJVN on being awarded Letter of Award (LOA) for the opportunity will select the party to whom the award of contract shall be placed by SJVN. Such selection will be based on the lowest evaluated (L1) price proposal. (iv) SJVN shall obtain detail Data, Specifications and Drawings etc. for the project from the selected party before placing the award of contract. (v) In the event, SJVN cannot place an award of contract for EPC of the plant for reasons not attributable to SJVN, SJVN shall invite fresh tenders for execution of solar project awarded through competitive bid. (vi) SJVN have right to reduce/increase risk loading on the capital expenditure proposed by the EPC player keeping in mind equipment performance over 25 years. Article 4 Exchange of information &Completeness Each Party shall exchange with the other Party in a timely manner all necessary information required by the other Party, so as to give full and timely effect to the provisions of the MOU Article 5 Confidentiality Each Party shall be under obligation to keep the information, documents and matters related to this MOU in strict confidence and bind all of its employees/associates/consultants and subcontractors to keep in strict confidence all information, documents received directly or indirectly from the other Party under this MOU and shall not at any time, disclose such information, documents to any third Party without prior written consent of the other Party Any such disclosure to a third Party shall be limited to the extent required for the purpose of this MOU and the third Party shall be bound to the provisions of confidentiality of use as expressed herein This MOU or any information, document shall not be disclosed by the Responsive Party to any third Party unless agreed upon by SJVN Article 6 Amendments This MOU shall be amended only with the mutual agreement of both the Parties which shall be in writing and signed by the duly authorized representatives of both the Parties Article 7 Terms of MoU This MoU shall remain valid till signing of the contract agreement between the SJVN and L1 Party. In case SJVN wishes it can terminate the MOU anytime with a notice period of 15 days. This MOU shall be valid from the date of signing, and continue to be in force for the Term (stated herein above) until terminated under the circumstances specified herein. This MOU shall terminate upon the occurrence any of the following, whichever is earliest (i) By mutual agreement Page 4 of 6

5 DRAFT PRE BID (Rev-1) (ii) In the event the Shortlisted/Responsive Party fails to maintain the compliance requirement as required for faithful performance of contract or commits breach in performance of any of the responsibilities specified in Article 2. Article 8 - Arbitration Any dispute or question that may arise between the Parties as to the meaning and/or interpretation of any matter pertaining to or arising out of this MOU shall be settled by an amicable effort by the Parties. However, if such efforts fail then all such differences or disputes between the Parties arising out of or in connection with this MOU, shall be settled through an arbitration process in accordance with the provisions of Indian Arbitration and Conciliation Act 1996 settled at New Delhi Courts Article 9 - Miscellaneous (i) The failure of any Party to enforce at any time any of the provisions of this MOU shall in no way be construed to be a waiver of such provision, nor in any way affect the validity of this MOU or any part hereof (ii) This MOU is being entered into on the understanding that each Party shall carry its own risks and costs and therefore, neither Party shall have any claims on the other Party for any reason whatsoever under this MOU (iii) The courts at New Delhi shall have the exclusive jurisdiction in all matters arising under this MOU (iv) Any correspondence/notice to be given hereunder by any Party to the other Party shall be sent by Registered Letter / Speed Post / Facsimile / Courier at the address mentioned below:.. (Insert the address for Communication for SJVN Limited). (Insert the address for Communication for Eligible Party) (Insert the Name and Designation of the person for SJVN Limited) (Insert the Name and Designation of the person for Eligible Party) Page 5 of 6

6 DRAFT PRE BID (Rev-1) (v) All expenses towards formulation and implementation of this MOU and other activities related to the MOU and during execution of this MOU shall be borne by the respective Parties as applicable. In witness whereof SJVN and Shortlisted Party through their authorized representatives have executed these present on the DAY, month and year first mentioned above. For SJVN Limited Name Witness Designation 1. Address 2. Date: For (insert Name of Shortlist Party) Name Witness Designation 1. Address 2. Date: Page 6 of 6