Minutes of Pre-bid meeting held on 29th June 2017 at GETRI, Vadodara with prospective bidders for Solar and Wind power tenders floated by GUVNL. GUVNL has floated two tenders for procurement of power from Solar and Wind projects. A pre-bid meeting with prospective bidders was held on 29th June 2017 at GETRI, Vadodara in this regard. M/s Crisil Infrastructure Advisory who is a consultant to GUVNL, made a presentation covering key bid parameters, provisions of bid documents & timelines. Further, during the meeting GUVNL addressed queries raised by prospective bidders prior to pre-bid meeting and during the pre-bid meeting. The queries raised by bidders and clarifications issued by GUVNL during the pre-bid meeting are as under: No. Clause in RfS / PPA 1 Extension in bid deadline 2 Capacity allocation to PSUs Existing Clause in Tender Documents / Suggestions by Prospective Bidders Many of the prospective bidders have requested that the bid deadline should be extended as the time allowed by GUVNL for bid submission is only 25 days while SECI allows almost 45 days and there is no clarity on GST rates. PSUs like Oil India and SJVN have expressed that the capacity allocation to them should be on priority basis and they should not be made to participate in the bid as they have already awarded EPC contracts for approx 70 MW and their projects are in advanced stage of construction. Revised Clause / Clarification In wake of mass representation from various prospective Bidders raising concern about not having adequate clarity on GST rates, having limited time after Pre-Bid Conference, etc. the Bid Deadline shall be extended and the new timelines shall be as under:- Bid Deadline: 24 th July 5:00 pm Technical Bid Opening (Wind): 25 th July 11:00 am Technical Bid Opening (Solar): 25 th July 3:00 pm Financial Bid Opening / RA (Wind): 1 st Aug 11:00 am Financial Bid Opening / RA (Solar): 2 nd Aug 11:00 am No change required. The PSUs are required to follow the Procedure as per Addendum I.
3 Upper ceiling of Capacity There should be some restriction and upper limit for bid participation and capacity allocation to each bidder of 50 MW to provide opportunities to multiple players. Power Plants with higher project capacity will be able to achieve economies of scale and the resultant lower cost of power will benefit the consumers of the State and enable the State to meet the RE target in cost efficient manner. Hence, no change required. It is also to clarify that, in case the L1 Bidder has bidded for more than 425 MW capacity, then GUVNL shall first issue LoA for 425 MW capacity and then the allotment of balance / un-allotted reserved capacity, if any, shall be pursuant to the allocation of 75 MW reserved capacity to the Central PSUs / State PSUs / Government Controlled Organizations. 4 Minimum Capacity Bidders have requested to reduce the minimum bid capacity of Solar from 25 MW to 3-5 MW in line with Karnataka to provide opportunity to small players. 5 Amount of PBG The amount of Performance Bank Guarantee under the PPA should be reduced to INR 20 lakhs / MW in line with SECI tenders. The amount of PBG should be in line with Gujarat Solar Power Policy. (Rs 25 Lac / MW) 6 Timelines from PPA instead of LoA. Timelines mentioned in the PPA (for financial closure and commissioning) should be linked to the Effective Date of the PPA rather than issuance of LOA. This is required as there could be a delay of more than 1 month between LOA and PPA as is currently envisaged in the RfS. No change required. The amount of Performance Bank Guarantee shall be reduced to Rs. 25 Lakhs / MW for both Wind and Solar Tenders. No change required.
7 ABT Meter on each WTG (Clause 2 Definition of Metering Point ) 8 Capacity allocation of last bidder Metering Point The metering point will be at the 66 KV / 132 KV / 220 KV / 400 KV pooling sub-station located at the wind farm site. For the purpose of energy accounting the developer/generator shall install ABT compliant meter at the metering point as well as on each Wind Turbine Generator. Suggestion by Bidders: ABT Meter at each WTG should not be required as it will increase the cost of the project. In case of last selected bidder, if the balance project capacity is less than the total project capacity mentioned by the bidder, then the balance capacity shall be awarded to the bidder till total capacity (i.e. 500 MW) is exhausted. (Note: It will be mandatory for last selected Bidder to accept the last Project capacity offered by GUVNL, which may be less than the capacity quoted by him). However, the bidder who has submitted the bid for Project with more than one locations, may intimate GUVNL about its revised location details within two working days after e-reverse Definition of Metering Point shall be modified as under:- The metering point will be at the 66 KV / 132 KV / 220 KV / 400 KV pooling sub-station located at the wind farm site. For the purpose of energy accounting the developer / generator shall install ABT compliant meter at the Metering Point. For projects which are installed in existing Wind Farms, or if more than one Projects are connected at a single pooling station, the power producer may install ABT compliant meters at a cluster covering all WTGs of each project, if possible, otherwise ABT compliant meters shall be installed by power producer at each Wind Turbine Generator. The clause shall be modified as under In case of the last selected bidder, if the balance project capacity is less than the total project capacity mentioned by the bidder, then the balance capacity shall be awarded to the bidder till the total capacity (i.e. 500 MW) is exhausted subject to a minimum allocation of 25 MW. (Note: It will be mandatory for last selected Bidder to accept the last Project capacity offered by GUVNL, which may be less than the capacity quoted by him). However, the bidder who has submitted the bid for Project with more than one locations, may intimate
9 WTG Technology (Clause 3.3, 3.16, 5.1) 10 (a) Net Worth (Clause 3.4 for solar and Clause 3.6 for wind) Auction event and the same shall be considered by GUVNL to allot the projects before issuance of LoA Suggestion by Bidders: Projects bidding large capacity and quoting lower tariff but getting allocation of very less quantum may face viability issues and they should have an exit option if partial allocation is made to them. Technology of Project: In order to ensure only quality systems are installed, the type certified wind turbine models listed in Revised List of Models and Manufactures (RLMM) and is under operation for at least one year will be allowed. Suggestion by Bidders: The technology as per RLMM as updated till deadline of financial closure should be allowed. Existing Clause: The Net-Worth of the Bidder for the financial year ended on 31.03.2017 shall not be less than INR 1.50 Crores per MW (of the capacity quoted). Suggestion by Bidders: Net-Worth of Parent Company / Affiliate should be considered. GUVNL about its revised location details within two working days after e Reverse Auction event and the same shall be considered by GUVNL to allot the projects before issuance of LoA. The clause shall be modified as under. In order to ensure only quality systems are installed, and in order to bring-in advantage of latest development/models, the type certified wind turbine models listed in Revised List of Models and Manufactures (RLMM), as updated until the scheduled deadline for financial closure of the projects will be allowed. The clause shall be modified as under:- The Net-Worth of the Bidder or its Affiliate for the financial year ended on 31.03.2017 shall not be less than INR 1.50 Crores per MW (of the capacity quoted).
10 (b) Net Worth (Clause 3.4 for solar and Clause 3.5 for wind) In case of Bidding Consortium, Net-Worth of all the Partners should be jointly considered to meet the eligibility criteria of Rs. 1.5 Cr / MW. In case of Bidding Consortium, the combined Net-Worth of all the Partners / Companies of the Consortium for the financial year ended on 31.03.2017 shall not be less than INR 1.50 Crores per MW (of the capacity quoted). 10 (c) Net Worth (Clause 3.15 (vi)) for Solar RfS & Clause 3.16 (vi) wind RfS In case of newly formed Company, the networth as on date of latest Balance Sheet available should be allowed. The clause 3.16 (vi) in Wind RfS and 3.15 (vi) of Solar RfS shall be modified as under. Certificate from Chartered Accountants, certifying the Networth of the bidder per MW of quoted capacity as on 31st March, 2017; OR in case the Bidder is a newly formed company, then the certificate issued by a Chartered Accountant computing net worth based on certified copy of Balance Sheet, Profit & Loss account, Schedules and cash flow statement supported with bank statement (if available) shall be required to be submitted. 10 (d) Net Worth (Clause 3.4 & 3.15) Solar (Clause 3.6 & 3.16)- Wind In case of Companies who do not have audited final accounts as on 31.03.2017, Provisional Accounts may be accepted by GUVNL. In case Final Audited Accounts are not available with the Bidders, GUVNL shall accept the Provisional Accounts of FY 2016-17 that are duly certified by a practicing Chartered Accountant of India or audited final accounts of FY 2014-15 and FY 2015-16 may be submitted. 10 (e) Definition of Net Worth & Paid-up Share Capital (Clause 2 & 3.4) Net worth as per RfS and as per section 2 (57) of the Companies Act 2013 means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated Definition of Paid up share capital shall be modified and replaced in line with SECI documents as under: Paid-up Share Capital will include: 1. Paid-up equity share capital 2. Fully, compulsorily and mandatorily convertible
losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. Preference shares 3. Fully, compulsorily and mandatorily convertible Debentures. Suggestion by Bidders: Net Worth should include fully, compulsorily and mandatorily paid up convertible preference shares and debentures and interest free advances by any shareholder of the Company. 10 (f) Financial Year for Net worth (Clause 3.4 & 3.15) Solar Tender (Clause 3.6 & 3.16)- Wind Tender Clarification has been sought by bidders asking if the financial year followed by the Company is January-December, then Net Worth of the latest financial year as on 31.12.2016 would be permissible for meeting the eligibility criteria. The evaluation of net-worth of the bidders incorporated under Indian Companies Act shall be as per financial year ending on 31 st March as per the audited annual accounts of previous two years submitted by them. The foreign bidders following Jan-Dec as financial year may submit their audited annual accounts of previous two years as per relevant laws / acts of their country of origin and the same shall be duly certified by a practicing Chartered Accountant of India. 11 (a) Change in Location Clarification has been sought whether the substation / location of the land can be changed post signing of the PPA (owing to issues in evacuation of power from the substation) Change in location shall be allowed subject to the condition that the timeline for commissioning i.e. SCOD shall not be changed and consequences of delay in commissioning shall be solely on the account of bidders.
11 (b) More than one locations - (Clause 3.4.4) 12 Developer and/ or Transfer Permission, Key Plan drawing etc - (Clause 3.11) 13 Land lease (Clause 3.10) Solar (Clause 3.11) Solar In case the bidder wishes to set up the Project at more than one location, then they would need to be physically identifiable with separate boundary wall, separate injection points and metering arrangement. Prospective Bidders have stated that separate boundary wall is not possible in case of wind farm. Developers are required to obtain Developer and/ or Transfer Permission, Key Plan drawing etc from GEDA, within 09 months from LoA It has been suggested to extend the time limit for taking Developer / Transfer permission, Key Plan drawing etc from GEDA as the same is issued by GEDA at later stage when project is about to reach commissioning stage. The successful bidder has to furnish documentary evidence for ownership right or lease hold rights or right to use from State agency for entire term of the Project in the name of successful bidder and possession of 100% of the area of land required for the project. Prospective bidders have expressed difficulty stating that the State Govt lease is available The clause shall be modified as under In case the bidder wishes to set up the Project at more than one location, then they would need to be physically identifiable with separate injection points and metering arrangement. The provision for obtaining Developer and/or Transfer Permission, Key Plan drawing etc from GEDA within 09 months from LoA shall be removed and replaced as under. Power producers shall be required to obtain Developer and/ or Transfer Permission, Key Plan drawing etc from GEDA prior to casting of the foundations of the WTGs / mounting of Solar PV panels and submit the same to GUVNL prior to actual commissioning of the Project. GUVNL shall allow lease of Private Land in line with SECI documents and clause shall be added as under. The land used from project on lease-hold basis or rightto-use basis will be accepted. For lease of Government land, if the lease is not available upfront for the entire term of the PPA, then the Successful Bidder shall be required to give an undertaking stating that they shall be solely responsible for securing the extension of required land for the balance period of term of PPA. For
14 Change in Law (Article 9 of PPA) for 20 years only and the procedure for extension can be initiated at the time of completion of lease duration. Further, prospective bidders shall request to allow private land acquisition on long term leasehold / right to use basis. Bidders have sought clarification whether below events are covered under the Change in Law definition: 1. Any changes in rates of tax/duties under the GST regime effective from 1 st July 2017, applicable, for setting up of Solar Project, post Bid submission. 2. Any changes in Customs duties or introduction of any new Customs duties applicable for setting up of Solar Project, post Bid submission. 3. Government of India is also considering the plea filed by Indian Solar Manufacturer s Association (ISMA) to impose the anti-dumping duty on Solar Modules imported from China, Taiwan and Malaysia. This will lead to increase in the project cost. Whether such imposition of country specific duties shall be considered as Change in Law event? lease of private land, the lease period shall cover the entire term of PPA. It is already stated in the PPA that any change with respect to any tax or surcharge or cess levied or similar charges by the Competent Government on the generation of electricity (leviable on the final output in the form of energy) or sale of electricity shall only be covered under Change in Law. Bidder has to factor-in all other likely changes in taxes, duties applicable during construction and operation period of the project. Hence, no change required.
15 (a) 15 (b) Connectivity Agreement Clause 3.10 of RfS and Definition of Financial Closure in PPA- Solar Clause 3.11 of RfS and Definition of Financial Closure in PPA- Wind Issue of not having adequate and / or firm Connectivity The RfS and PPA provides that the Power Producer shall be required to submit the Power evacuation / Connectivity Agreement of Power Producer with STU / CTU within a period of 9 months from date of issuance of LoA. Concern has been raised that the Power Evacuation Consent of GETCO and Connectivity Agreement are usually in the name of OEM Developer(s) while the PPAs are executed with the Project Investors / Companies. Hence, clarification on documents to be furnished has been sought. Concern has been raised by Prospective Bidders that it is likely that the Successful Bidders might not have firm connectivity at their preferred location or there might not be adequate capacity available in the sub-station where they intend to develop their Project. They have requested whether GUVNL / GETCO would allot connectivity to them (Successful Bidders) and whether transfer of connectivity among Parties is possible or not. In order to avoid any ambiguity, Connectivity Arrangement of Power Producer may be submitted instead of Agreement. Connectivity is to be arranged within the period of 9 months from the date of issuance of LoA and it shall be sole responsibility of the Bidders. GUVNL / GETCO may endeavour to assist the Successful Bidders in getting connectivity. Hence, no change required. 17 Performance Bank Guarantee 18 Clarification of tender fees, cost of document, etc. PBG issued by Private Sector Banks should be allowed Clarification of tender fees, cost of document, etc. under GST Regime PBG from Private Sector Banks as per Govt. GR dated 01.05.2017 shall be accepted Cost of RfS shall be Rs 25000 plus 18% GST. Processing fees shall be Rs 3 lacs plus 18% GST.
19 Payment Security Mechanism Multi Layer Payment Security mechanism - (1) LC (2) Payment Security Fund (3) State Govt. Guarantee should be provided. For reference, the details of GUVNL are as under:- GST No. : 24 AACCG2861L1ZK PAN: AACCG2861L No change required 20 Project Capacity Whether Project Capacity can be within +-5% of the Contracted Capacity? Yes, Project Capacity can be within +/- 5% of the Contracted Capacity. Necessary evacuation consent shall have to be arranged from GETCO / CTU. 21 Transfer / Assignment of PPA 22 CUF, Repowering, compensation in case of grid unavailability / backing down, excess generation, etc. Under the prevailing Gujarat State Model, the PPA is executed by Owner for the WTGs developed by the Developer and the Owner can pool for sharing of common infrastructure facilities developed by the Developer. Clarification on part assignment of PPA? No mention of CUF, Repowering, compensation in case of grid unavailability / backing down, multi layer payment security, etc unlike MNRE Guidelines and SECI Documents Transfer / Assignment of PPA can be allowed as per the provisions of PPA. However, part capacity shall not be allowed to be assigned. GUVNL has adopted a liberal approach and not included such stringent norms to provide flexibility to the Bidders. Besides, under the present regulatory regime, Wind and Solar Power Plants are under MUST RUN and not subjected to merit order therefore backing down of the same does not arise. Hence, no change required 23 Location Whether Bidders can develop substations other than the annexed List? Yes, in consultation with GETCO.
24 Deemed generation in case of delay in grant of connectivity Clause 3.7.5 - Deemed generation in case of delay in grant of connectivity by GETCO should be allowed as the same is due to reasons beyond control of the Bidder The MNRE Guidelines clearly provides that the Wind / Solar Power Developer shall not be entitled to deemed generation in case of any delay in grant of connectivity or non-availability of LTA to the Project. No such provision exists even in existing Conventional and RE PPAs. Hence, no change required. 25 Format 6.3 A Format 6.3 A Reference of Section 3.11 to be deleted and amended to Section 3.7 Inadvertent Reference Error to be rectified 26 Relief under Change in Law (Article 9 of the PPA) 27 Power Producers' Event of Default One of the prospective bidders have requested to remove 1% capping of the estimated revenue on the impact of Change in Law Power Producers' Event of Default - Failure to achieve Financial Closure not to be considered as Event of Default It was clarified in the Pre-Bid Meeting that there is no such capping in Change in Law. Article 9 of the PPA explicitly provides that it covers any change in law that results in the Power Producer s costs directly attributable to the Project beyond 1% of the estimated revenue. Hence, no change required Attaining Financial Closure within stipulated timeframe is one of the key provisions of the PPA to ensure the seriousness / sincerity of the Power Producer to develop the Power Project well in time. The same cannot be deleted, hence no change required. 28 Dispute Resolution Dispute Resolution - GERC to be replaced by Competent Court 29 Eligibility Criteria No Eligibility Criteria - Anyone without any experience in Wind Industry can participate No change required Yes
30 Timeline / Ceiling of Scheduled Commercial Operation Date (SCOD) The SCOD milestone may be reduced to 16 months from the existing provision of 18 months from date of issuance of LoA. No change required 31 Early commissioning Early commissioning limit to be relaxed from 3 to 6 months No change required 32 Conditions for rejection of bids Right to reject - There should be defined conditions for rejection of bids and the same should not be after winning No change required 33 RLMM Clarity whether International Type Certificate but not listed in RLMM may be allowed or not? 34 RLMM Clarity whether wait-listed OEMs not yet listed in RLMM may be allowed or not? No No 35 Group Company Definition Group Company Definition -...control means ownership by one company of at least 10% (twenty six) of the share capital of the other company... Inadvertent Error (twenty six) to be deleted and replaced with (ten) 36 Consortium Can Minority Partner of Consortium sell his stakes after signing of PPA Yes 37 Format 6.5 - Consortium Agreement 38 Allotment of substations in case two Successful Bidders have proposed Format 6.5 - Consortium Agreement: The reference of technology Partner is not required. How shall be substations allotted if two Successful Bidders have proposed same To be deleted In case two Successful Bidders propose to develop their Projects at the same location(s) and do not have any firm connectivity, then the Successful Bidder having
same Substations Substations? higher ranking (the one who has quoted lower price) shall have the priority in allotment of connectivity. However, if such Successful Bidder does not apply for such connectivity within a period of 1 month then the said connectivity shall be offered to the next Successful Bidder. 39 GERC Approval Whether RfS and PPA are GERC approved? GUVNL has already forwarded the draft documents to GERC for information. 40 Splitting of Projects Whether splitting of Projects be allowed? Bidders are allowed to set up the Project at more than one locations but Single PPA shall have to be executed by the Bidder for the cumulative capacity of all the locations. 41 Time between LoA and PPA 45 days time should be provided between LoA and PPA considering RoC requirements No change required in existing timeline of signing PPA within 30 days from issuance of LoA. GUVNL may take suitable view in case the Successful Bidder intends to form a new company / SPV after issuance of LoA and if there are any time constraints in RoC Approval. 42 Private land Allow Lease hold option for private land GUVNL shall allow the same. 43 Financing Documents Clarity on Financing Documents - Sanction Letter or Loan Agreement or any other document Sanction Letter is not a proof of financial closure. If financing is done through any source other than loans, proper documents to substantiate the same have to be submitted.
44 Must Run Clarification whether subjected to Merit Order or not. Wind and Solar Projects should not be subject to merit order dispatch and hence the requirement of operating as Base Load stations should be removed. Not subjected to Merit Order - Must Run. To avoid any ambiguity, Clause 3.2 (i) shall be deleted 45 Delay in commissioning the Project by SCOD 46 Cure period for Event of Default 47 New / existing 100% Subsidiary or Project Company 48 Usage of land from Solar Park Implementing Agency Failure to commission the project by SCOD may not be considered as Power Producer's Event of Default and delay upto 6 months should be allowed with encashment of BG Cure period of 1 year to the Power Producer for Event of Default may be provided Allowing Bidders to execute PPAs through new / existing 100% Subsidiary or Project Company incorporated before signing of PPAs For plants in solar park, the bidder shall be allowed for usage of land from Solar Park Implementing Agency Clarification has been provided that in case of delay in commissioning the Project by SCOD, GUVNL shall first recover Liquidated Damages as per the provisions of the PPA and only upon expiry of 27 months from the date of issuance of LoA or till the tariff becomes zero, whichever is earlier, termination of PPA shall be triggered. No change required It is already allowed, no change required It is already allowed. Hence, no change required 49 Foreign bidders Documents should be routed through embassy in case of foreign bidders. 50 Net worth Share Premium realized in cash / cash equivalent should be allowed for computation of Net Worth. No change required It is already allowed.
51 EMD EMD should be Rs / MW instead of Rs / MW / Project. 52 TCIL charges TCIL charges mentioned in RFS and TCIL Portal are different. / Project to be deleted from Bid Information Sheet. TCIL charges mentioned in RFS are correct. The amount mentioned in TCIL portal is inclusive of taxes however TCIL has inadvertently mentioned the same as Exclusive of taxes. Hence, no change is required and Bidders are required to register themselves at the TCIL s Portal by making payment of requisite charges in consultation with TCIL. 53 Foreign bidders Difficulty in typing PAN in TCIL portal by foreign bidders. 54 Change in shareholding No change in shareholding has been allowed from bid deadline to date of execution of PPA. 55 Liquidated damages due to delay in commissioning the Project by SCOD Liquidated damages should not be applicable in case of Force Majeure. For registration at TCIL s portal, Foreign Bidders may type the PAN of any of its Indian Group company or any individual. While change in equity is allowed due to various reasons like equity infusion etc, the shareholding pattern should remain same. The clause regarding Liquidated Damages shall be modified in the PPA providing exemption in case of Force Majeure. Clause 3.3 (ii) shall be modified as under: In case of failure to achieve this milestone except due to Force Majeure Event, GUVNL shall encash the Performance Bank Guarantee (PBG) in the following manner... 56 Definition of contracted capacity in RFS Definition of contracted capacity is not required as it is not used in entire RFS and only the term project capacity is used. Definition of contracted capacity to be deleted from RfS.
57 Project Capacity The Project Capacity should be in DC and not AC As discussed during the Pre-Bid Meeting, GEDA shall certify the Project Capacity in both AC and DC terms 58 Developer and/or Transfer Permission Definition of Developer Permission and Transfer Permission may be provided. Query was raised during the Pre-Bid Meeting regarding requirement of Developer Permission when a Company / Investor is directly participating as a Bidder The RfS and PPA provides for submission of Developer Permission and / or Transfer Permission issued by GEDA. It is self-explanatory that the Bidder shall have to furnish to GUVNL the requisite permission issued by GEDA as the case may be i.e. Developer Permission and / or Transfer Permission. It is to clarify that in case if the Bidder is a Developer, Developer Permission would be required to be submitted. While in case if the Bidder is a Company / Investor of the Project, Transfer Permission issued by GEDA in the name of the Company for transfer of land, WTGs, etc. from the concerned Developer shall have to be submitted. 59 Import of Energy The Power Producer should not be charged for import of energy at HT Temporary tariff. It is to clarify that as per the definition of Delivered Energy, HT Temporary Tariff shall be charged only in case of Net Import of energy during a month i.e. only in case of net drawl of power from the grid instead of injection. 60 Part Commissioning / Phase-wise Commissioning Clarification whether part commissioning is allowed so that the capacities that are ready for commissioning / revenue generation can be commissioned until the entire capacity is commissioned? Yes, part commissioning is allowed. The Power Producer shall have to submit the commissioning certificate duly certified by GEDA for the WTGs / Units successfully commissioned. It is also to clarify that the Power Producer may specify
61 Notice for synchronization and commissioning RfS Clause 3.13 states that Power Producer is required to give 10 days notice to GUVNL while PPA Section 4.1.1 states that Power Producer is required to give 30 days notice to GUVNL of the date on which it intends to synchronize the Power Project to the grid system. WTG / Unit wise different SCODs in the PPA specifying the capacity. However, all such SCODs shall not exceed 18 months from the date of issuance of LoA and GUVNL shall have the right to refuse purchase of power 3 months earlier to the SCODs. It is to clarify that as per the provisions of RfS and PPA the Power Producer has to give (1) 30 days written notice to the SLDC & GUVNL of the date on which it intends to synchronize the Power Project to the Grid System and (2) 10 days advance written notice to GUVNL regarding the Commercial Operation Date. The same has been adequately provided at PPA Article 4.1.1 and Article 2 Definition of COD & RfS Clause 3.13 respectively. 62 Force Majeure Heavy rains should also be included as Act of God since this has an impact on the overall Project timelines. Exceptionally adverse weather conditions which are in excess of the statistical measure of the last hundred (100) years are already covered under Force Majeure. (Article 8.1 A (x))