NIT No.

: TPCODL/P&S/1000000493/23-24

Request for Proposal (RFP) for selection of Solar Power

Generator (SPG) for the Development of Grid Connected
Solar PV Project under PM-KUSUM (Component – A)
scheme in Odisha on Build-Own-Operate (B-O-O) basis

Tender Enquiry No.: TPCODL/P&S/1000000493/23-24

Due Date for Bid Submission: 21.12.2023 [15:00 Hours]

TP Central Odisha Distribution Limited

1st Floor, Anuj Building, Plot No.29, Satya Nagar,
Bhubaneswar, Odisha 751007

Telephone No.: 0674 2541575

E-mail: tpcodl@[Link]
Website: [Link]
 NIT No.: TPCODL/P&S/1000000493/23-24
Procedure to Participate in Tender
Tender Enquiry No- TPCODL/P&S/1000000493/23-24
Last Date
Tender
Tender EMD* for
Work Description Fee**
Enquiry No. (Rs.) payment of
(Rs.)
Tender Fee
Request for Proposal (RFP) for
1 lakh INR
selection of Solar Power
(Incld GST)
Generator (SPG) for the
TPCODL/P&S/ per MW in 5,000
Development of Grid Connected
1000000493/ proportion to (incld. 08.12.2023
Solar PV Project under PM-
23-24 the capacity GST)
KUSUM (Component – A)
applied by the
scheme in Odisha on Build-
Bidder
Own-Operate (B-O-O) basis

* EMD is exempted for MSME Bidders registered in the State of Odisha. However, MSME
Bidder shall be barred to participate in the tendering process for a period of 2 years in case
it backs out post award of the contract. MSME BAs needs to submit Bid Security Declaration.
** MSMEs registered in the State of Odisha shall pay tender fee of Rs. 1,000/- including GST.

Please note that corresponding details mentioned in this document will supersede
any other details mentioned anywhere else in the Tender Document.
Procedure to Participate in Tender.
Following steps are to be followed before “Last date for Payment of Tender Fee”:
1. Eligible and Interested Bidders to submit duly signed and stamped letter on Bidder's
letter head indicating
a. Tender Enquiry number
b. Name of authorized person
c. Contact number
d. E-mail id
e. Details of submission of Tender Fee
f. GST Registration No
g. Details of submission of Tender Fee
h. MSME Certificate, wherever applicable
i. Details of Bank Account for refund of EMD
j. Postal Address for refund of EMD

2. Non-Refundable Tender Fee, as indicated in table above, to be submitted in the

form of Direct Deposit in the following bank account and submit the receipt along
with a covering letter clearly indicating the Tender Reference/ Enquiry Number –
Beneficiary Name: TP Central Odisha Distribution Ltd.
Bank Name: STATE BANK OF INDIA
Branch Name: IDCO Towers, Bhubaneshwar
Address: P.O. - Sahidnagar, Janapath, Bhubaneswar.
Branch Code: 7891
Account No: 10835304915
IFSC Code: SBIN0007891
 NIT No.: TPCODL/P&S/1000000493/23-24

E-mail with necessary attachment of 1 and 2 above to be sent to

[Link]@[Link] and [Link]@[Link] before last date
and time for payment of Tender Fee.

Interested bidders to submit Tender Fee and Authorization Letter before Last date and time
as indicated above, after which link from TPCODL E-Tender system (Ariba) will be shared
for further communication and bid submission.

Please note that all future correspondence regarding the tender, bid submission, due date
extension, Pre-bid query, etc. will take place through TPCODL E-Tender system (Ariba) only.
User manual to guide the bidders to submit the bid through E-Tender system (Ariba) is
enclosed.

All communication shall be held only with the bidders who have carried out the above steps
to participate in the Tender.

It is to be noted that once date of “Last date and time for Payment of Tender Participation
Fee” is lapsed, no Bidder will be sent link from TPCODL E-Tender System (Ariba). Without
this link, bidder will not be able to participate in the tender. Any last moment request to
participate in tender will not be considered.

Further, all future corrigendum to the said tender will be uploaded in the Tender section on
website [Link]

Contact Details:

Name : Arijeet Choudhury

Phone No : 9871432126
Email ID : [Link]@[Link]
Department : Procurement

Name : Sony Jha

Phone No : 9204752050
Email ID : [Link]@[Link]
Department : Procurement

Name : Ashok Choudhury

Phone No : 9861310407
Email ID : [Link]@[Link]
Department : Renewables
 NIT No.: TPCODL/P&S/1000000493/23-24
Mode of bidding: Open bidding
On behalf of all Odisha DISCOMS Tata Power Central Odisha Distribution Ltd (TPCODL)
invites Request for Proposal (RFP) for the selection of Solar Power Generator (SPG) for the
development of grid connected Solar PV Project under the KUSUM-A scheme in Odisha on a
Build-Own-Operate (B-O-O) basis.
Schedule of Events:

S. No. Events Schedule

Date of sale/ availability of tender

(a) From 30.11.2023 onwards
documents from TPCODL Website
Date by which Interested and Eligible
Bidder to pay Tender Fee and confirm
(b) 08.12.2023
participation as mentioned in “Procedure
to Participate in Tender”
Last Date of receipt of pre-bid queries, if
(c) 12.12.2023
any

(d) Pre-Bid Meeting* 13.12.2023

Last Date of Posting Consolidated replies

(e) 15.12.2023
to all the pre-bid queries as received
(f) Last date and time of receipt of Bids 21.12.2023; 15:00 Hours
Date & Time of opening technical bids & Participating Bidders will get mail
EMD (Envelope-1 & 2) intimation from TPCODL E-Tender system
(g)
(Ariba) when their Technical Bids are
opened.
Date & Time of opening of Price bid of Bidders will get mail intimation from
(h) qualified bidders TPCODL E-tender system (Ariba) when
their Price Bids are opened

The RFP providing requisite details about the bidding process shall be made available on the
TPCODL’s Website [Link] on or before the due date mentioned
above.

Note: TPCODL reserves all the right to annul the bidding process and invite fresh Bids without
liability or obligation for such invitation and without assigning any reasons.
 NIT No.: TPCODL/P&S/1000000493/23-24

Disclaimer

To whomsoever it may concern, kindly note the following:

1. This RFP is meant for the exclusive purpose of bidding against this RFP No
TPCODL/P&S/1000000493/23-24 dated 30th November 2023 and shall not be transferred,
reproduced, or otherwise used for purposes other than that for which it is specifically issued.
2. Though adequate care has been taken to prepare this RFP, the Bidder shall satisfy itself that the
RFP is complete in all respect. Intimation of any discrepancy shall be given to TPCODL
immediately. If no intimation is received from any Bidder in their pre-bid queries, it shall be
considered that the RFP is complete in all respects and has been accepted by the Bidder.
3. TPCODL reserves all the right to modify, amend, or supplement this RFP by issuing Addendum
from time to time in the interest of the Project.
4. TPCODL reserves all the right to extend the timelines mentioned in the Schedule of Events of NIT
by issuing Corrigendum from time to time in the interest of the Project.
5. While the RFP has been prepared in good faith, neither TPCODL nor TPCODL’s employees or
advisors make any representation, warranty, express or implied or accept any responsibility or
liability, whatsoever, in respect of any statements or omissions or absence herein, or the accuracy,
completeness or reliability of the information, and shall incur no liability under any law, statute, rules
or regulations as to the accuracy, reliability, and completeness of this RFP, even if any loss or
damage is caused by any act or omission on TPCODL’s part.
 NIT No.: TPCODL/P&S/1000000493/23-24
Exhibit

Definitions
The following definition and abbreviation shall have the meanings hereby assigned to them, as mentioned
under the description herewith:

Definitions and : Description

abbreviation
AC : shall mean Alternating Current
Addendum : shall have the meaning ascribed to it in ITB Clause [Link]
Affiliate : shall mean a company that, directly or indirectly,
 controls, or
 is controlled by, or
 is under common control with,
a company developing a Project or a Member in a Consortium/ JV
developing a Project; and control means ownership by one company of at
least 50% (fifty percent) of the voting rights of the other company
Aggregate Capacity : shall mean the sum of all capacities received from the Bidders at a specific
33/11 kV substation
Applicable Law : shall mean all laws, bye-laws, statutes, treaties, ordinances, rules, policies,
regulations applicable in India and the state of Odisha along with
amendments, re-enactments, revisions, applications and adaptations thereto
made from time to time and in force and effect, judgments, decrees,
injunctions, writs and orders of any court, arbitrator or governmental agency
or authority, rules, notifications, guidelines, circulars, orders and
interpretations of any Government orders, court or statutory or other body
having jurisdiction over the performance of the Scope of Work including
applicable permits, as may be in effect at the time of performance of the
Scope of Work, provided, however, that if at any time the Applicable Laws
are less stringent than the standards set forth in the RFP hereto, the
standard set forth in this RFP here to, shall be deemed to be the standards
under Applicable Laws
Appropriate Discom : shall mean the Discom having the substation located within its jurisdiction
and the name of the Discoms in Odisha are given below:
 Tata Power Central Odisha Distribution Limited (TPCODL)
 Tata Power Western Odisha Distribution Limited (TPWODL)
 Tata Power Southern Odisha Distribution Limited (TPSODL)
 Tata Power Western Odisha Distribution Limited (TPNODL)
Authorized Signatory : shall mean the authorized signatory of the Bidder as per the power of
attorney and Board Resolution issued by the Bidder
BDS : shall mean Bid Data Sheet
Bid : shall have the meaning ascribed to it in ITB Clause [Link]
Bidder : shall mean the ‘Individual Farmers/ Group of Farmers/ Cooperatives/
Panchayats/ FPO/ WUA setting up the Project on their own lands’
or
the ‘Developer’ setting up the Project on the lands of Individual Farmers/
Group of Farmers/ Cooperatives/ Panchayats/ FPO/ WUA’

Note: It is clarified that the land under this scheme shall belong to either of
Individual Farmers/ Group of Farmers/ Cooperatives/ Panchayats/ FPO/
WUA. In case the land belongs to someone other than Individual Farmers/
Group of Farmers/ Cooperatives/ Panchayats/ FPO/ WUA, then such a
Bidder cannot participate under this RFP.
Clarification : shall have the meaning ascribed to it in ITB Clause 1.2.3
“COD” or “Commercial : shall mean actual commercial operation date of the Project
 NIT No.: TPCODL/P&S/1000000493/23-24

Definitions and : Description

abbreviation
Operation Date”
Coercive Practice : shall have the meaning ascribed to it in ITB Clause 1.1.2
Collusive Practice : shall have the meaning ascribed to it in ITB Clause 1.1.2
Consortium/ Joint : shall mean a group of two (2) or more Entities who will submit their Bid
Venture (JV) under this RFP
Corrigendum : shall have the meaning ascribed to it in ITB Clause [Link]
Corrupt Practice : shall have the meaning ascribed to it in ITB Clause 1.1.2
Day : shall mean the calendar day
DC : shall mean Direct Current
DCB : shall mean Domestic Competitive Bidding
Developer : shall mean
 company registered under The Indian Companies Act, 1956/ 2013;
or
 partnership firm registered under The Indian Partnership Act, 1932;
or
 sole proprietorship firm under the relevant laws in India;

setting up the Project on the lands of Individual Farmers/ Group of Farmers/

Cooperatives/ Panchayats/ FPO/ WUA
DSC : shall mean Digital Signature Certificate
Effective Date : shall mean the effective date as mentioned in the PPA
Entity : shall mean the entity incorporated under the relevant acts in India (as
applicable) and can be either a company or a partnership firm or a sole
proprietorship firm or Individual Farmers or Group of Farmers or
Cooperatives or Panchayats or FPO or WUA
Equipment : shall mean the solar photovoltaic modules, inverters, transformers,
transmission lines, etc. used in developing the Project
Fraudulent Practice : shall have the meaning ascribed to it in ITB Clause 1.1.2
Government : shall mean Government of India or Government of Odisha, as applicable
 NIT No.: TPCODL/P&S/1000000493/23-24
Definitions and : Description
abbreviation
INR : shall mean Indian Rupees
Integrity Violation : shall have the meaning ascribed to it in ITB Clause 1.1.2
ITB : shall mean Instructions to Bidders
kW : shall mean kilo Watt in AC terms
kWp : shall mean kilo Watt peak in DC terms
Lead Member : shall mean the lead member of the Consortium/ JV, who has more than fifty
percent (50%) subscribed and paid-up equity share capital of the
Consortium/ JV at all times until the first year of operation from COD and is
designated as the lead member of the Consortium/ JV by the Other
Members of the Consortium/ JV to represent them in the Bid, as per the
terms of the RFP
Letter of Award or LoA : shall have the meaning ascribed to it in ITB Clause [Link]
LLA : shall mean the Model Land Lease Agreement
Month : shall mean a calendar month
NIT : shall mean Notice Inviting Tender
Notified Capacity : shall mean the notified capacity as mentioned in Annexure Clause 5.7
Obstructive Practice : shall have the meaning ascribed to it in ITB Clause 1.1.2
TPCODL : shall mean Tata Power Central Odisha Distribution Limited
TPCODL Website : [Link]
TPCODL’s Office Address : 1st Floor, Anuj Building, Plot No.29, Satya Nagar, Bhubaneswar, Odisha
751007
Other Members : shall mean the other member(s) of the Consortium/ JV, who have less than
fifty percent (50%) subscribed and paid-up equity share capital of the
Consortium/ JV at all times until the first year of operation from COD and is
designated as Other Members of the Consortium/ JV that will support the
Lead Member of the Consortium/ JV to represent them in the Bid
Parent : shall mean a company, which holds not less fifty-one percent (51%) equity
either directly or indirectly in the SPG developing the Project
PKI : shall mean Public Key Infrastructure
PPA : shall mean a Power Purchase Agreement and shall have the meaning
ascribed to it in ITB Clause1.6 and enclosed in Annexure Clause 5.3.1
Project : shall mean the solar photovoltaic power project to be developed by the
SPG, including the transmission infrastructure injecting power to the
concerned substation of the Appropriate Discom
Project Site : shall mean the land on which the SPG will develop the Project
Prudent Utility Practices : shall mean those practices, methods, acts, equipment specifications,
techniques and standards of safety and performance, as may be followed or
employed in the performance of the Scope of Work and discharge of the
obligations of the Successful Bidder and which (a) are generally accepted
internationally for use in the solar power generation industry, taking into
account conditions in India and specific to India/ Odisha (as applicable), and
includes the exercise of that degree of professional skill, diligence and
judgment that would ordinarily be expected from a skilled and experienced
Successful Bidder in connection with power stations of the same or similar
size and type as the project, (b) are commonly used in prudent electric utility
engineering, project management and operations, and (c) would be
expected to result in performance of the Scope of Work in a manner
consistent with Applicable Laws, reliability, health and safety of workers and
community, environmental protection, economy and expediency;
PV : shall mean Photo Voltaic
QR : shall mean Qualification Requirement
RFP : shall mean Request for Proposal
Schedule of Events : shall have the meaning ascribed to it in the NIT
SOW : shall mean the Scope of Work
 NIT No.: TPCODL/P&S/1000000493/23-24
Definitions and : Description
abbreviation
Solar Power Generator or : shall mean the Successful Bidder signing the PPA with DISCOM/DISCOM
SPG
Successful Bidder : shall mean the Bidder to whom TPCODL will issue the LoA
Tax : shall mean all taxes and duties pursuant to any Applicable Laws (whether
currently in force or coming into force on or after the last date for submission
of online Bid), including, all goods and services tax, tax on the sale of goods
(which includes but is not limited to customs duty, anti-dumping duty, basic
customs duty, safeguard duty and import duties), duties, but not including
income tax, corporation profits tax, capital gains tax and other amounts
corresponding thereto and interest, penalty or any other levy applicable on
the income, profits, fringe benefits, personal taxes on salaries earned by
employees and further includes any interest, surcharge, penalty or fine in
connection therewith which may be payable by either Party on such
transaction, property, matter mentioned above
Ultimate Parent : shall mean a company, which owns not less than fifty-one percent (51%)
equity either directly or indirectly in the Parent and Affiliates
UTR : shall mean Unique Transaction Reference number
Year : shall mean the calendar year
 NIT No.: TPCODL/P&S/1000000493/23-24
Interpretation
In the Bidding Document, except where the context requires otherwise:
1.1.1. words indicating one gender include all genders;
1.1.2. words indicating the singular also include the plural, and words indicating the plural also include the
singular;
1.1.3. provisions including the word “agree”, “agreed” or “agreement” require the agreement to be recorded in
writing;
1.1.4. “written” or “in writing” means hand-written, type-written, printed, or electronically made, and resulting in a
permanent record; and
1.1.5. The marginal words and other headings shall not be taken into consideration in the interpretation of these
conditions.
 NIT No.: TPCODL/P&S/1000000493/23-24

Table of Contents
Notice Inviting Tender (NIT)........................................................................................................................ 2
Disclaimer ................................................................................................................................................... 3
Exhibit ......................................................................................................................................................... 4
Definitions .............................................................................................................................................. 4
Interpretation .......................................................................................................................................... 7
1. Instruction to Bidders (ITB) .................................................................................................................... 9
1.1. General ........................................................................................................................................... 9
1.2. Contents of the RFP ...................................................................................................................... 10
1.3. Preparation of Bids ........................................................................................................................ 11
1.4. Submission and Opening of Bids ................................................................................................... 16
1.5. Evaluation and Comparison of Bids................................................................................................ 17
1.6. Signing of Power Purchase Agreement .......................................................................................... 20
2. Bid Data Sheet (BDS) ............................................................................................................................ 23
2.1. Specific provisions of ITB ............................................................................................................... 23
3. Scope of Work (SOW) ........................................................................................................................... 26
3.1. About the Project ........................................................................................................................... 26
3.2. Roles and Responsibilities ............................................................................................................. 26
3.3. Timelines ....................................................................................................................................... 29
4. Qualification Requirement (QR) ........................................................................................................... 30
4.1. General Qualification Requirement................................................................................................. 30
4.2. Specific Qualification Requirement ................................................................................................. 31
4.3. Financial Qualification Requirement ............................................................................................... 31
5. Annexure ............................................................................................................................................... 32
5.1. Bid Forms – Technical Bid ............................................................................................................. 32
5.2. Bid Forms – Price Bid .................................................................................................................... 50
5.3. PPA and LLA ................................................................................................................................. 53
5.4. Pre-bid Form.................................................................................................................................. 53
5.5. MNRE technical standards ............................................................................................................. 54
5.6. Consortium/ JV Agreement ............................................................................................................ 57
5.7. List of the 33/11 kV Discom substations ......................................................................................... 60
 NIT No.: TPCODL/P&S/1000000493/23-24

1. Instruction to Bidders (ITB)

Section 1 (ITB) provides a general overview and contents of RFP along with the preparation, submission,
opening, evaluation, comparison of Bids, issuance of letter of intent, and execution of Power Purchase
Agreement (PPA), etc. Section 1 (ITB) shall be read in conjunction with Section 2 (BDS) and otherprovisions
listed therein, shall be a complete document expressing all terms and conditions. In case of any interpretation
issues, Section 2 (BDS), including any associated Addendum, Corrigendum, and Clarification, will supersede
Section 1 (ITB).

1.1. General
1.1.1. Scope of RFP
[Link]. In connection with the NIT, TPCODL issues this RFP containing all the terms and conditions
mentioned herein.
[Link]. The RFP, along with the NIT and any Addendum, Corrigendum, and Clarification, to be issued
from time to time, shall be collectively termed as the Bidding Document. In addition, TPCODL
has enclosed the Draft Power Purchase Agreement (PPA) and the Model Land Lease
Agreement (LLA) that forms an integral part of this RFP. Such a Bidding Document shall be
published on the E-procurement Website. Such a Bidding Document shall also be uploaded on
TPCODL Website, but only for viewing purposes.
[Link]. The detailed SOW, including the associated NIT no., RFP No. and other details, are specified
in Section 2 (BDS).
1.1.2. Integrity Violation
[Link]. The Bidder observes the highest standard of ethics all the time.
[Link]. TPCODL defines, for the purposes of this provision, the terms set forth below as follows:
a) “Corrupt Practice” means the offering, giving, receiving or soliciting, directly or indirectly,
anything of value to influence improperly the actions of another Party;
b) “Fraudulent Practice” means 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;
c) “Coercive Practice” means impairing or harming or threatening to impair or harm,directly
or indirectly, any Party or the property of a Party to influence improperly the actions of the
other Party;
d) “Collusive Practice” means an arrangement between two or more Parties designed to
achieve an improper purpose, including influencing the actions of other Party improperly;
e) “Obstructive Practice” means
i. deliberately destroying, falsifying, altering, or concealing of evidence material to
TPCODL’s investigation;
ii. making false statements to investigators to materially impede TPCODL’s
investigation;
iii. failing to comply with requests to provide information, documents, or records in
connection with TPCODL’s investigation;
iv. 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
 NIT No.: TPCODL/P&S/1000000493/23-24

v. materially impeding TPCODL’s contractual rights of audit or access to

information;
f) “Integrity Violation" is an act which violates TPCODL’s policies, including (a) to (e) given
above in the ITB Clause 1.1.2.2and the following abuse, conflict of interest, retaliation
against whistleblowers or witnesses, and other violations of TPCODL’s policies, including
failure to adhere to the highest ethical standard.
[Link]. TPCODL will reject a Bid if it determines that the Bidder has, directly or indirectly through an
agent, engaged in Integrity Violation including but limited to any Corrupt Practice, Fraudulent
Practice, Coercive Practice, Collusive Practice, and Obstructive Practice;
[Link]. TPCODL will impose remedial actions on any Bidder or an individual, at any time, in accordance
with its policies and guidelines (both as amended from time to time), including declaring
ineligible, either indefinitely or for a stated period of time, to participate in TPCODL- managed,
-administered, or -supported activities or to benefit from an TPCODL-managed, - administered,
or -supported, financially or otherwise, if it at any time determines that the Bidder or individual
has, directly or through an agent, engaged in Corrupt Practice, Fraudulent Practice, Coercive
Practice, Collusive Practice, Obstructive Practice or Integrity Violation; and
[Link]. TPCODL will have the right to inspect the accounts, records, other documents, etc., of the
Bidders and relating to the Bid submission and to have them audited at any point in time.

1.2. Contents of the RFP

1.2.1. Sections of the RFP
[Link]. The RFP consists of the following Sections as indicated below and should be read in
conjunction with the NIT and any Addendum, Corrigendum and Clarification.
a) Exhibits
i. Definitions
ii. Interpretations
b) Section 1 – Instructions to Bidders (ITB)
c) Section 2 – Bid Data Sheet (BDS)
d) Section 3 –Scope of Work (SOW)
e) Section 4 –Qualification Requirement (QR)
f) Section 5 – Annexure
[Link]. TPCODL is not responsible for the completeness of the Bidding Document if they were not
obtained directly from the E-procurement Website.
[Link]. The Bidder is expected to examine the complete Bidding Document. Failure to furnish all
information or documentation required by the Bidding Document may result in the rejection of
the Bid.
1.2.2. Clarification on RFP, Site Visit, and Pre-Bid Meeting
[Link]. A prospective Bidder requiring any clarification on the RFP shall write to TPCODL’s Official
Email Id, before the pre-bid meeting, in accordance with ITB Clause [Link]. The queries shall
be raised as per the format provided in Annexure Clause 5.4.
[Link]. The pre-bid meeting shall be conducted in the manner specified in Section 2 (BDS). The
Bidder’s designated representative may attend the pre-bid meeting. The purpose of the pre- bid
meeting is to clarify issues and prepare Clarification against the queries received from the
Bidders on any matter that may be raised at that stage. TPCODL may respond to any query for
providing Clarification in writing, provided that such queries are received as per the timelines
given in the NIT and any Corrigendum.
 NIT No.: TPCODL/P&S/1000000493/23-24

[Link]. The Clarification against the queries raised, without identifying the source of the prospective
Bidder, may be uploaded on the E-procurement Website and TPCODL Website. Any
modification to the RFP shall be made by TPCODL exclusively through the issue of an
Addendum.
[Link]. Non-attendance at the pre-bid meeting will not be a cause for the disqualification of a Bidder.
[Link]. The Bidder is advised to visit and examine the Project Site and its surroundings to obtain all
information necessary for the preparation of the Bids, as applicable. The cost of visiting the
Project Site shall be at the Bidder’s own expense.
[Link]. The Bidder and any of its personnel and/ or agents will be granted permission by TPCODL to
enter the Project Site for such visit if applicable, but only upon the express condition that the
Bidder, its personnel, and/ or agents will release and indemnify TPCODL and its personnel,
agents, etc. from and against any liability in respect thereof, and the Bidder shall be responsible
for any death or personal injury, loss of or damage to property, and any other loss, damage,
costs, expenses, etc. incurred as a result of the inspection during the visit tothe Project Site.
1.2.3. Addendum, Corrigendum, and Clarification to the RFP
[Link]. At any time, prior to the deadline for submission of Bids, TPCODL may issue an Addendum,
Corrigendum, and Clarification.
[Link]. TPCODL may, at its discretion, extend the deadline for the submission of Bids by issuing a
Corrigendum to give prospective Bidders reasonable time in preparing their Bids. At any point
in time, the latest Corrigendum will supersede the Schedule of Events mentioned in the NIT or
any previously issued Corrigendum.
[Link]. TPCODL may, at its discretion, modify or change any specific provisions of terms and conditions
of the RFP or any Addendum issued previously by issuing an Addendum for such specific
provisions. At any point in time, the provisions provided against a specific Clause in the latest
Addendum shall supersede such provisions already provided in the RFP or any previously
issued Addendum.

1.3. Preparation of Bids

1.3.1. Cost for preparation of Bid
[Link]. The Bidder shall bear all the costs associated with the preparation and submission of the Bid,
and TPCODL shall in no case be responsible or liable for those costs, regardless of the conduct
or outcome of the bidding process.
1.3.2. Language of Bid
[Link]. The Bid and all correspondence and documents for any communications exchanged by the
Bidder and TPCODL shall be written in the English language only.
[Link]. Any supporting documents and printed literature that are part of the Bid may be submitted in
another language provided they are accompanied by an accurate translation of the relevant
passages in the English language only, in which case, for purposes of interpretation of the
Bid, such English translation shall govern. In case of any misrepresentations in the English
language vis-à-vis another language, TPCODL, at its discretion, can reject the Bid submitted
by the Bidder on the ground of misrepresentation of the information.
1.3.3. Documents comprising the Bid
[Link]. The Bid shall comprise the Technical Bid and Price Bid. The Technical Bid and Price Bid shall
be submitted online pursuant to ITB Clause [Link] and ITB Clause [Link], respectively, as per
all the Bidding Document's terms and conditions. In addition, the select original hard copies of
the Technical Bid shall be submitted pursuant to ITB Clause [Link] at TPCODL’s Office
Address.
 NIT No.: TPCODL/P&S/1000000493/23-24
[Link]. The online submission of the Technical Bid shall comprise the following:
Bid Form Particulars
Bid Form 1 Copy of the “Covering Letter of Technical Bid” duly signed by the
(Covering Letter Authorized Signatory and stamped by the Bidder to unconditionally
of Technical accept all terms of the Bidding Document.
Bid) In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.
This is a mandatory submission for all the Bidders and shall be
submitted as per the requirements given in Bid Form 1 of Section 7
(Annexure).
Bid Form 2 Copy of the “Summary of the Technical Bid” duly signed by the
(Summary of Authorized Signatory and stamped by the Bidder along with the required
the Technical attachments as given therein.
Bid) In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.
This is a mandatory submission for all the Bidders and shall be
submitted as per the requirements given in Bid Form 2 of Section 7
(Annexure).
Bid Form 3 Copy of the “Power of Attorney” issued in the name of the Authorized
(Power of Signatory of the Bidder supported by the required Board Resolution for
Attorney) submitting the Bid on behalf of the Bidder.

In case of a Consortium/ JV, all the members of the Consortium/ JV

shall submit their Power of Attorney issued by their respective
Companies.

This is a mandatory submission for all the Bidders, except a Bidder

participating as an Individual Farmer and Group of Farmers, and shall
be submitted as per the requirements given in Bid Form 3 of Section 7
(Annexure).

The Individual Farmer and Group of Farmers shall provide the copy of
the PAN under Bid Form 3 as an alternative to the Power of Attorney.
Bid Form 4 Copy of the “Financial Qualification” certificate duly signed and
(Financial stamped by a chartered accountant citing the Bidder’s financial
Qualification) qualification as given in QR Clause 4.3.

In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.

This is a mandatory submission for the Bidder participating as a

Developer only and shall be submitted as per the requirements given in
Bid Form 4 of Section 7 (Annexure).
Bid Form 5 Copy of the declaration for the “Compliance with the MNRE technical
(Compliance standards” for the Equipment as mentioned in QR Clause 4.2.1.
with the MNRE
technical In case of a Consortium/ JV, the Lead Member shall submit this Bid
standards) Form.

This is a mandatory submission for all the Bidders and shall be

submitted as per the requirements given in Bid Form 5 of Section 7
(Annexure).
Bid Form 6 Copy of the declaration of the “Self-certificate” duly signed by the
(Self-certificate) Authorized Signatory and stamped by the Bidder to declare that it has
not been debarred/ blacklisted/ defaulted by any Government, agency,
 NIT No.: TPCODL/P&S/1000000493/23-24

Bid Form Particulars

Public Sector Undertaking (PSU), institution/ autonomous organizations
in the past. In case of any such events, the Bidder shall provide the case
details and its current status in the format therein as given in QR Clause
4.1.2.

In case of a Consortium/ JV, all the members of the Consortium/ JV

shall submit this Bid Form.

This is a mandatory submission for all the Bidders and shall be

submitted as per the requirements given in Bid Form 6 of Section 7
(Annexure).
Bid Form 7 Copy of the “Undertaking for Indigenousness” certificate duly signed
(Undertaking for by the Authorized Signatory and stamped by the Bidder to showcase the
Indigenousness) use all the Equipment in this Project are indigenous and AsMade in
India, as per the relevant guidelines of the Ministry of New and
Renewable Energy (MNRE), Government of India.

In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.

This is a mandatory submission for all the Bidders and shall be

submitted as per the requirements given in Bid Form 7 of Section 7
(Annexure).
Bid Form 8 Copy of the “No Deviation Certificate” duly signed by the Authorized
(No Deviation Signatory and stamped by the Bidder stating that the Bidder has not
Certificate) taken any deviation in the Bidding Document.

In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.
This is a mandatory submission for all the Bidders and shall be
submitted as per the requirements given in Bid Form 8 of Section 7
(Annexure).
Bid Form 9 Copy of the declaration of “Quality Assurance” of the Bidder as given
(Quality in QR Clause 4.2.2.
Assurance) In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.
This is a mandatory submission for the Bidder participating as a
Developer only and shall be submitted as per the requirements given in
Bid Form 9 of Section 7 (Annexure).

[Link]. The hardcopy submission of the Technical Bid shall comprise the following:
Bid Form Particulars
Bid Form 2 Original of the “Demand Draft” for an amount and other details as
(Application mentioned in Section 2 (BDS) issued by a nationalized/ commercial bank
Fee) in India towards “Application Fee” issued in favour of TP Central
Odisha Distribution Limited payable at Bhubaneswar. In case of an
online transfer using RTGS/ NEFT, the original hard copy is required to
be submitted.

This shall be a non-refundable fee. This shall be payable by all the

Bidders.

In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.
This is a mandatory submission and shall be submitted as per the
requirements given in Bid Form 2 of Section 7 (Annexure).
 NIT No.: TPCODL/P&S/1000000493/23-24

Bid Form Particulars

Bid Form 2 Original of the “Demand Draft” or “Fixed Deposit Receipt” or “Bank
(Bid Security) Guarantee” for an amount and other details as mentioned in Section 2
(BDS) issued by a nationalized/ commercial bank in India towards “Bid
Security”. In case of an online transfer using RTGS/ NEFT, the original
hard copy is required to be submitted.

In case of a Demand Draft, it shall be issued in favour of TP

Central Odisha Distribution Limited payable at Bhubaneswar,
Odisha.

In case of a Fixed Deposit Receipt, it shall be pledged in favour of TP

Central Odisha Distribution Limited payable at Bhubaneswar, Odisha
and unconditionallydischarged on demand. The Bidders must note that in
the absence of theendorsement that “This Fixed Deposit Receipt shall be
unconditionally discharged in favour of TP Central Odisha Distribution
Limited payable at Bhubaneswar, Odisha on demand” on the back of the
Fixed Deposit Receipt, such Bid Security shall be liable for rejection.

In case of a Bank Guarantee, it shall be issued in favour of TP

Central Odisha Distribution Limited payable at Bhubaneswar,
Odisha, with an expirydate and a claim date mentioned in Section 2
(BDS).

This shall be payable by all the Bidders.

This shall be a refundable fee, subject to the various provisions as

mentioned in ITB Clause 1.3.7.

In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.

This is a mandatory submission and shall be submitted as per the

requirements given in Bid Form 2 of Section 7 (Annexure).

[Link]. The online submission of the Price Bid shall comprise the following :
Bid Form Particulars
Bid Form 10 Copy of the “Price Bid” duly filled by the Bidder as per the Microsoft
(Price Bid) excel based format.
In case of a Consortium/ JV, the Lead Member shall submit this Bid
Form.
This is a mandatory submission and shall be submitted in Microsoft
Excel (xls. or .xlsx) format only as per the sample format given in Bid
Form 10 of Section 7 (Annexure).

[Link]. For online submission of the Technical Bid and Price Bid, the Bidder shall submit each Bid Form
as a separate copy and name the Bid Form as given under the column “Bid Form” givenin ITB
Clause [Link] and ITB Clause [Link]. For example, the name of the online copy while
uploading Form 1 shall be “Bid Form 1 (Covering Letter of Technical Bid)” to be submitted
either in .pdf or .jpg, or .jpeg format.

[Link]. The Bid Forms must be submitted without any alterations to the text, and no substitutes shall
be accepted in whatsoever condition, else the Bids shall be liable for rejection.
[Link]. In case a submission is a mandatory submission as per all terms of the Bidding Document, then
the Bidder shall adhere to the same, else the Bids shall be liable for rejection.
 NIT No.: TPCODL/P&S/1000000493/23-24
1.3.4. Bid Prices
[Link]. The Bidder shall fill in the Price Bid in line with the instructions mentioned in the Price Bid format
as given under Bid Form 10.

[Link]. The Bid prices in the Price Bid shall be made on the Project Site basis, which means that the
Bidder shall be responsible for bringing all Equipment to be used in this Project at the Project
Site and maintain it in their safe custody as per the terms and conditions of the RFP.
1.3.5. Currencies of Bid and Payment
[Link]. The Price Bid shall be quoted by the Bidder entirely in the currency “Indian Rupees” or “INR”.
1.3.6. Period of Validity of Bids
[Link]. Bids shall remain valid for the time period specified in Section 2 (BDS) from the last date of Bid
submission as prescribed in the NIT or its subsequent Corrigendum. A Bid valid for a shorter
period than the above shall be liable for rejection.
[Link]. In exceptional circumstances, prior to the expiration of the Bid validity period, TPCODL may
request Bidders to extend the period of validity of their Bids. The request and the responses
shall be made in writing. If a Bid Security is requested in accordance with ITB 1.3.7, it shall also
be extended suitably beyond the deadline of the extended validity period on a mutual basis
beyond the initial validity period. A Bidder may refuse the request without forfeiting itsBid
Security. A Bidder granting the request shall not be required or permitted to modify its Bid.
1.3.7. Bid Security
[Link]. The Bidder shall furnish Bid Security as per the Bid Form 2 pursuant to ITB Clause [Link].
[Link]. Unless otherwise specified in Section 2 (BDS), any Bid not accompanied by a fully compliant
Bid Security in case one is required in accordance with ITB Clause [Link] shall be liable for
rejection by TPCODL as a non-responsive Bid.
[Link]. If a Bid Security is specified pursuant to ITB Clause [Link], the Bid Security of unsuccessful
Bidders may be returned within a time period of sixty (60) Days upon the Successful Bidder
submitting the required Performance Security pursuant to ITB Clause [Link].
[Link]. If a Bid Security is specified pursuant to ITB Clause [Link], the Bid Security of the Successful
Bidder may be returned within a time period of sixty (60) Days upon the Successful Bidder
submitting the required Performance Security pursuant to ITB Clause [Link].
[Link]. The Bid Security received against the previous RFPs shall not be adjusted towards the Bid
Security to be submitted against this RFP.
[Link]. The Bid Security shall be forfeited,
a) if a Bidder withdraws its Bid during the period of Bid validity specified by the Bidder on
the respective Covering Letters of Technical Bid and Price Bid; or
b) if the Successful Bidder fails to
i. sign the PPA pursuant to ITB Clause1.6;
ii. furnish the Performance Security pursuant to ITB Clause [Link]; or
iii. accept the arithmetical correction of its Price Bid pursuant to ITB Clause 1.5.6.
1.3.8. Format and Signing of Bid
[Link]. The Bid Form as given in ITB Clause 1.3.3 or any electronic form, if any and as available on the
E-procurement Website, or any external form in Microsoft .xls [Link] format for the Technical
Bid and the Price Bid shall be duly filled and scanned copies or Microsoft .xls or
.xlsx or electronic form as available on the E-procurement Website shall be duly uploaded as
per the instructions mentioned in ITB Clause [Link], unless a specific instruction provided
therein in the Bidding Document.
 NIT No.: TPCODL/P&S/1000000493/23-24
[Link]. The original documents of the Bid shall be typed or written in indelible ink and shall be signed
by the Authorized Signatory supported by the seal of the Bidder. In case the original documents
are issued by any third party (for example - the chartered accountant, etc.) then the same shall
be signed by a person duly authorized to sign on behalf of the third party supported by the seal
of the third party along with other details as required.

[Link]. The name and position held by each person signing or accepting the authorization must be
typed or printed below the signature.
[Link]. Any amendments such as interlineations, erasures, or overwriting shall be valid only if they are
signed or initialed by the person signing the Bid.

1.4. Submission and Opening of Bids

1.4.1. Sealing and Marking of Bids
[Link]. The Technical Bid and Price Bid shall be submitted as per the procedures mentioned in Section
2 (BDS).
1.4.2. Deadline for submission of Bids
[Link]. The Bids must be submitted online to TPCODL through E-procurement Website only and no
later than the date and time indicated in the NIT or any Corrigendum. The hard copies of the
Bids must be submitted at TPCODL’s Office Address only and no later than the date and time
indicated in the NIT or any Corrigendum.
[Link]. TPCODL may, at its discretion, extend the deadline for the submission of Bids through the
publication of a Corrigendum in accordance with ITB Clause [Link], in which case all rights
and obligations of TPCODL and Bidders previously subject to the deadline shall thereafter be
subject to the deadline as extended.
1.4.3. Late Bids
[Link]. TPCODL shall not consider any Bid that arrives after the deadline for submission of Bids, in
accordance with ITB Clause 1.4.2. Any Bid (either online or offline) received by TPCODL after
the deadline for submission of Bids shall be declared as a late Bid. Such late Bids shall be liable
for rejection online, and the online copy of the Bid uploaded on the E-procurement Website shall
be sent unopened to “Archive” and shall not be considered at all any further for evaluation. In
such a case, the hardcopies in the original form shall be returned unopened to the Bidder.
1.4.4. Withdrawal, Substitution, and Modification of Bids
[Link]. A Bidder may withdraw, substitute, or modify its Technical Bid or Price Bid after it has been
submitted as per the procedure mentioned in the E-procurement Website and the instructions
mentioned in ITB Clause [Link].
[Link]. No Bid may be withdrawn, substituted, or modified in the interval between the deadline for
submission of Bid and the expiration of Bid validity period specified by the Bidder on the
Covering Letters of Technical Bid and Price Bid or any extension thereof as per the terms of
Bidding Document.
[Link]. Bidder may modify or withdraw their Bids through the relevant provisions on the E- procurement
Website until the last date for submission of Bid as per the timelines mentionedin the NIT or
any Corrigendum.
[Link]. The Bidders may modify, resubmit, or withdraw their Bids as per the provisions given on the E-
procurement Website.
[Link]. In the case of original hard copies of the Bidder, such Bids will be considered based on the
latest submission made by the Bidder. In such a case, any previous original hard copies shall
be returned unopened to the Bidder.
1.4.5. Acceptance/ rejection of the Bids
[Link]. The Bids submitted by the Bidders shall be liable for rejection in case
 NIT No.: TPCODL/P&S/1000000493/23-24
a) Any incomplete or non-submission of any mandatory Bid Form or document mentioned
under online or hardcopy submission of Technical Bid pursuant to ITB Clause [Link] and
ITB Clause [Link].

b) Any incomplete or non-submission of any mandatory Bid Form or document mentioned

under the online submission of Price Bid pursuant to ITB Clause [Link].
c) Late Bids received as per ITB Clause 1.4.3.
d) Canvassing in any manner shall not be entertained and will be viewed seriously and
shall be liable for rejection.
e) The Bids are found non-responsive pursuant to all the relevant clauses in the Bidding
Document.
1.4.6. Technical Bid Opening
[Link]. Technical Bid (Online and hard copies)
a) Online Technical Bid:
i. TPCODL shall open the online Technical Bids on the E-procurement Website as
per the timelines mentioned in the NIT or any Corrigendum.
b) Hardcopies of Technical Bid:
i. TPCODL shall open the hard copies of the Technical Bids at TPCODL’s Office
Address as per the timelines mentioned in the NIT or any Corrigendum. Such
Technical Bid shall be opened in the presence of Bidders’ designated
representatives who chooses to attend. In such cases, the Bidder’s designated
representative must carry a letter of authorization issued by the Bidder’s
Authorized Signatory.
ii. The Bidders’ representatives who are present during the opening of hard copies
of the Technical Bids may be requested to sign the record. The omission of a
Bidder’s signature on the record shall not invalidate the contents and effect of the
record.
c) TPCODL shall prepare a record of the opening of Technical Bids as per the
internalguidelines notified from time to time.

1.5. Evaluation and Comparison of Bids

1.5.1. Confidentiality
[Link]. Information relating to the examination, evaluation, comparison, and post qualification of Bids
and recommendation for the signing of PPA, shall not be disclosed to Bidders or any other
persons not officially concerned with such process until information on the signing of PPA is
communicated to all Bidders unless it is specifically required by TPCODL to do such disclosure
as per the specific requirements.
[Link]. Any attempt by a Bidder to influence TPCODL’s decision to evaluate the Bids or signing of PPA
may result in the rejection of its Bid.
[Link]. Notwithstanding ITB Clause1.5.1.2, from the time of Bid opening to the time of signing of PPA,
if any Bidder wishes to contact TPCODL on any matter related to the bidding process, it may
do so in writing only.
1.5.2. Clarification of Bids
[Link]. To assist in the examination, evaluation, and comparison of the Technical Bid and Price Bid,
TPCODL may, at its discretion, ask any Bidder for a clarification of its Bid. TPCODL’s request
for clarification and the response shall be in writing only. No change in the substance of the
Technical Bid or prices in the Price Bid shall be sought, offered, or permitted. TPCODL
reserves all the rights to evaluate any such response received from the Bidder based on the
 NIT No.: TPCODL/P&S/1000000493/23-24
clarification to be sought.
[Link]. If a Bidder does not clarify its Bid by the date and time set in TPCODL’s request for clarification,
such Bid shall be liable for rejection.

1.5.3. Examination of Technical Bids

[Link]. TPCODL shall examine the Technical Bid to confirm that all documents and information
requested in ITB Clause [Link] for online submission and ITB Clause [Link] for hardcopy
submission have been provided to assess the completeness of the Technical Bid.
[Link]. TPCODL shall confirm that all the requirements have been provided in the Technical Bid in all
respect. If any of the documents or information is missing, the Bid shall be liable for rejection.
1.5.4. Responsiveness of Technical Bid
[Link]. TPCODL’s determination of a Technical Bid’s responsiveness shall be strictly based on the
contents of the Technical Bid, as mentioned in ITB Clause [Link] and ITB Clause [Link].
[Link]. If a Bid is not responsive to the requirements of the RFP, it shall be liable for rejection by
TPCODL and may not subsequently be made responsive by correction of the material
deviation, reservation, or omission.
1.5.5. Qualification of the Bidder
[Link]. TPCODL shall determine its satisfaction during the evaluation of Technical Bids whether
Bidders meet the qualifying requirements specified in Section 4 (QR).
[Link]. The determination shall be based upon examining the documentary evidence of the Bidder’s
qualifications submitted by the Bidder, pursuant to ITB Clause 1.3.3.
[Link]. An affirmative determination shall be a pre-requisite for the opening and evaluation of a Bidder’s
Price Bid. A negative determination shall result in the disqualification of the Bid.
1.5.6. Online Price Bid opening
[Link]. The Price Bids shall be opened online after completing the Technical Bids' evaluation by
TPCODL for all the responsive Bidders. TPCODL shall open the online Price Bids on the E-
procurement Website without disclosing the Bidders' name on the public domain. It shall bethe
responsibility of TPCODL to keep the Bidders' name confidential for the Bids received against
each 33/11 kV substation as per the list provided in Annexure Clause 5.7.
[Link]. The Price Bids will be evaluated based on the Bidders' expression of interest for the 33/11 kV
substations. TPCODL shall check the Price Bids' completeness as per the RFP instructions
and the Price Bid specifically.
[Link]. After evaluation of Price Bids by TPCODL, a list of the Bidders will be prepared for each 33/11
kV substation to calculate the Aggregate Capacity received at a specific 33/11 kV substation
against the Notified Capacity of that specific 33/11 kV substation.
a) In case the Aggregate Capacity offered by the Bidders at a specific 33/11 kV substation
is less than or equal to the Notified Capacity of that specific 33/11 kV substation, then the
Bidders will be listed as the (Successful Bidder)w/o E-RA with a PPA Tariff equal to the Pre-
fixed Levelized Tariff.
b) In case the Aggregate Capacity offered by the Bidders at a specific 33/11 kV substation
is more than the Notified Capacity of that specific 33/11 kV substation, then the E-
Reverse Auction route will be followed to select the list of (Successful Bidder) with E-RA as
per the procedure mentioned in ITB Clause 1.5.7.
[Link]. The selection of Successful Bidder, under this RFP, shall be as per ITB Clause 1.5.9.
1.5.7. Online E-Reverse Auction
[Link]. Pursuant to ITB Clause [Link] b), the Pre-fixed Levelized Tariff will be the ceiling tariff at the
start of the E-Reverse Auction process. The Bidders shortlisted for the E-Reverse Auction can
 NIT No.: TPCODL/P&S/1000000493/23-24
reduce their tariffs less than the Pre-Fixed Levelized Tariff to arrive at the PPA Tariff.

[Link]. TPCODL will publish the 33/11 kV substation-wise schedule (date and time) to conduct the E-
Reverse Auction at least twenty-four (24) hours before the event. It shall be the Bidders'
responsibility to track the notices on E-Reverse Auction on TPCODL Website and E-
Procurement Website. In no case, TPCODL shall be responsible in case the Bidder misses out
on seeing any notices on E-Reverse Auction.
[Link]. The shortlisted Bidders for E-Reverse Auction will be able to login into the E-procurement
Website fifteen (15) minutes before the start time of the E-Reverse Auction.
a) The ‘initial auction period’ will be for a period of thirty (30) minutes.
b) An auto extension shall be made for another eight (8) minutes from the ‘scheduled
closing time of the initial auction period’.
c) If any Bidder quotes a tariff less than the lowest tariff in the auction floor during the last
eight (8) minutes of the ‘initial auction period’.
d) The auto extension of eight (8) minutes will be termed as ‘auto extended auction
period’.
i. If any Bidder quotes a tariff less than the lowest tariff in the auction floor during
the ‘auto extended auction period’, then a new auto extension shall be made for
eight (8) minutes from the ‘scheduled closing time of the extended auction period’
and so on.
ii. If any Bidder does not quote a tariff less than the lowest tariff in the auction floor
during the ‘auto extended auction period’, then the E-Reverse Auction process
will get automatically closed.
e) The minimum decrement value for tariff shall be in the multiples of 0.01 INR per kWh.
f) The Bidders can only quote any value lower than the lowest tariff quoted by any Bidder.
However, at any stage, a Bidder cannot increase its tariff or match the lowest tariff. The
Bidders can quote a valid bid by quoting a tariff lower than the lowest tariff quoted by
any Bidders on a real-time basis on the auction floor.
g) The Bidder shall not have the option of changing the Project capacity while quoting the
tariff during E-Reverse Auction.
1.5.8. Ranking of Bidder and preparation of list for (Successful Bidder)with E-RA after the completion of
online E-Reverse Auction

[Link]. The list containing the ranking of the (Successful Bidder)with E-RA for each 33/11 kV substation
will be prepared based on the following principle:
a) First preference: The Bidders will be ranked in the ascending order of the tariffs from L1,
L2, L3, L4, and so on for the tariffs quoted less than the Pre-fixed Levelized Tariff at the
end of the E-Reverse Auction.
b) Second preference: The Bidders not reducing their tariffs less than the Pre-fixed
Levelized Tariff after the E-Reverse Auction will be ranked based on the following
principle until the allocation of the Notified Capacity of the specific 33/11 kV substation,
as the case may be.
i. First preference: The Bidders submitting their Bids as the Individual Farmers/
Group of Farmers/ Cooperatives/ Panchayats/ FPO/ WUA developing the
Projects on their land.
 In case of a tie, the first preference will be given to the Individual farmers/
group of farmers/ cooperatives/ panchayats/ FPO/ WUA quoting for a
relatively higher capacity. For example, a Bidder quoting for 2 MW will get a
preference in the ranking than a Bidder quoting for 1 MW.
 NIT No.: TPCODL/P&S/1000000493/23-24
 In case of a further tie, a draw of lots will be made.

ii. Second preference: The Bidders submitting their Bids as the Developer
developing the Projects on the lands of Individual Farmers/ Group of Farmers/
Cooperatives/ Panchayats/ FPO/ WUA
 In case of a tie, the first preference will be given to the Developer quoting for
a relatively higher capacity. For example, a Bidder quoting for 2 MW will get
a preference in the ranking than a Bidder quoting for 1 MW.
 In case of a further tie, a draw of lots will be made.
[Link]. In case a Bidder is allocated with a partial residual capacity as compared to the quoted capacity,
then the Bidder will be given an option to either accept or reject the offer within a maximum time
period of 24 hours from the time of intimation of the results through email after the completion
of E-Reverse Auction process. In such a case, the Bidder will send an email to TPCODL’s
Official Email Id for confirmation. In such cases, the Bidder's failure to reject the offer shall not
lead to the forfeiture of the Bid Security.
[Link]. TPCODL shall prepare the final list of (Successful Bidder) with E-RA.
1.5.9. Ranking of Bidder and preparation of list for (Successful Bidder)w/o E-RA
[Link]. The list containing the ranking of the (Successful Bidder)w/o E-RA for each 33/11 kV substation
will be prepared based on the following principle:
a) First preference: The Bidders submitting their Bids as the Individual Farmers/ Group of
Farmers/ Cooperatives/ Panchayats/ FPO/ WUA developing the Projects on their land.
i. In case of a tie, the first preference will be given to the Individual farmers/ group
of farmers/ cooperatives/ panchayats/ FPO/ WUA quoting for a relatively higher
capacity. For example, a Bidder quoting for 2 MW will get a preference in the
ranking than a Bidder quoting for 1 MW.
ii. In case of a further tie, a draw of lots will be made.
b) Second preference: The Bidders submitting their Bids as the Developer developing the
Projects on the lands of Individual Farmers/ Group of Farmers/ Cooperatives/
Panchayats/ FPO/ WUA
i. In case of a tie, the first preference will be given to the Developer quoting for a
relatively higher capacity. For example, a Bidder quoting for 2 MW will get a
preference in the ranking than a Bidder quoting for 1 MW.
ii. In case of a further tie, a draw of lots will be made.

[Link]. TPCODL shall prepare the final list of (Successful Bidder)w/o E-RA.
1.5.10. Selection of Successful Bidder
[Link]. TPCODL has provisioned for an allocation of a maximum capacity of 500 MW under this RFP.
[Link]. TPCODL shall combine a list containing (Successful Bidder)with E-RA and (Successful Bidder)w/o
E-RA. In any case, the list of Bidders under (Successful Bidder)with E-RA will get a preference over
the list of Bidders under (Successful Bidder)w/o E-RA.
[Link]. The Successful Bidders will be awarded the PPA Tariffs equal to the tariffs discovered at the
end of the E-Reverse Auction or the Pre-fixed Levelized Tariff, as the case may be.
1.5.11. TPCODL’s right to accept any Bid, and to reject any or all Bids
[Link]. TPCODL reserves all the right to accept or reject any Bid or to annul the bidding process or
reject all Bids at any time prior to the signing of PPA, without thereby incurring any liability to
Bidders. In case of annulment, the Bids shall be liable for rejection online and the online copy
of the Bid uploaded on the E-procurement Website shall be sent unopened to “Archive” and
shall not be considered at all any further for evaluation.
 NIT No.: TPCODL/P&S/1000000493/23-24
1.6. Signing of Power Purchase Agreement
1.6.1. Award Criteria
[Link]. The Successful Bidders shall be selected as per the allocation procedures mentioned in ITB
Clause 1.5.
1.6.2. Issue of PPA
[Link]. Prior to the expiry of the period of Bid validity, TPCODL shall notify the Successful Bidder, in
writing, that its Bid has been accepted and issue a Letter of Award (LoA). At the same time,
TPCODL may also notify all other Bidders of the results of the bidding. In addition, TPCODL
may publish the results on the TPCODL Website and E-procurement Website.
[Link]. The concerned DISCOM shall issue an execution version of the PPA to the Bidder eligible to
sign a PPA with the DISCOM/DISCOM and is responsive to the Bidding Document.
[Link]. Upon receiving the PPA, the Successful Bidder shall fulfill all other requirements given under
the PPA and submit the below mentioned critical documents within a maximum time period as
mentioned in the below table from the date of issue of LoA and provide its acceptance, without
any fail, else such Bids shall be liable for rejection and the Bid Security shall be forfeited.
Sl. Critical documents Timelines
No (Days)
1. Acceptance to the LoA and timely execution of the PPA along with other Within seven (7)
critical documents stamped with an official seal, date, and its official Days
submission in original
2. For signing of PPA wiith DISCOM/DISCOM, TPCODL/appropriate DISCOM Within sixty (60)
shall fix up a date and time for the same and communicate the details of the Days, as per the
PPA signing events five (5) Days before the proposed date of the PPA schedule to be
signing event. The PPA will be executed through two (2) originals, of which communicated
DISCOM will retain one original and hand over the other original to the by
Successful Bidder. TPCODL/Appro
priate DISCOM

In case the Bidder does not attend or misses in signing the PPA as per the
schedule, then such Bids shall be liable for rejection with the forfeiture of
the Bid Security.
3. Submission of Performance Security as per ITB Clause [Link] Within sixty (60)
4. Submission of a Detailed Workplan in line with the Timelines mentioned in Days and before
the Bidding Document for the implementation of the Project the signing of
5. Submission of a Project Site survey technical report after visiting the PPA
designated Project Site
6. Contact information of various OEMs for the solar photovoltaic module,
inverter, and balance of systems for the implementation of the Project (as
applicable for Developers)
7. Single line diagram of the Project
8. Detailed drawings and designs of the Project
9. Design document of the module mounting structure and pole mounting
structure of the Project along with a STAAD pro analysis report as a part
of
the mandatory submission to sustain a wind speed of 200 km per hour for
the module mounting structures
10. In case of a Consortium/ JV, the Consortium/ JV Agreement shall be
submitted as per the format given under Annexure Clause 5.6

It can be noted that a new SPV shall be formed by the members of the Consortium/ JV
mandatorily for developing the Project under The Companies Act, 2013. The Successful Bidder
shall submit the registration certificate of the SPV within a maximum time period of sixty (60)
Days from the date of LoA. Further, the Bidder shall submit the PAN and GST certificate of the
SPV within a maximum time period of sixty (60) Days from the date of LoA.

[Link]. Failure of the Successful Bidder to complete all the formalities mentioned in the LoA pursuant
 NIT No.: TPCODL/P&S/1000000493/23-24
to ITB Clause1.6.2.3 shall constitute sufficient grounds for the annulment of the execution of
PPA and forfeiture of the Bid Security.

1.6.3. Performance Security

[Link]. Within sixty (60) Days of the receipt of the LoA from respective DISCOMsas per ITB Clause
[Link], the Successful Bidder shall furnish the Performance Security as per the format enclosed
in the indicative PPA. In case of a Consortium/ JV, the Lead Member of the Consortium/ JV
shall submit this Performance Security.
[Link]. The Performance Security shall be denominated in Indian Rupees only.
[Link]. The Performance Security shall be submitted as per the details given in Section 2 (BDS). The
Performance Security shall be submitted only in the form of a Bank Guarantee, and the Bank
Guarantee shall be issued in favour of TPCODL payable at Bhubaneswar, Odisha for an
amount, expiry date, and claim date as mentioned in Section 2 (BDS).
 NIT No.: TPCODL/P&S/1000000493/23-24

2. Bid Data Sheet (BDS)

Section 2 (BDS) shall supplement the Clauses mentioned in Section 1 (ITB). Whenever there is a conflict or
interpretation issue, the provisions herein shall prevail over those in Section 2 (BDS). The Clause number of
Section 2 (BDS) is the corresponding Clause number of Section 1 (ITB).

2.1. Specific provisions of ITB

BDS Clause ITB Clause Detailed Clause
reference reference
2.1.1. ITB Clause Name of the Project: Selection of Solar Power Generator (SPG) for the
[Link] development of Project under KUSUM-A scheme in Odisha on Build-Own-
Operate (B-O-O) basis

Tender Enquiry No: TPCODL/P&S/1000000493/23-24

2.1.2. ITB Clause The pre-bid meeting shall be conducted through an online mode based on
[Link] themeeting access details given in the NIT or any Corrigendum.
2.1.3. ITB Clause
Particulars Bid Security (EMD) Tender Fee
[Link]
1 lakh INR (Incld GST) per
MW in proportion to the
Amount 5,000 INR (Incld. GST)
capacity applied by the
Bidder

BG / Bank Draft / Bankers

Mode of Pay Order (issued from a
Online NEFT/ RTGS
submission Scheduled Bank) and Online
NEFT/ RTGS

Note:
EMD is exempted for MSME Bidders registered in the State of Odisha.
However, MSME Bidder shall be barred to participate in the tendering process
for a period of 2 years in case it backs out post award of the contract. MSME
BAs needs to submit Bid Security Declaration.

MSMEs registered in the State of Odisha shall pay tender fee of Rs. 1,000/-
including GST.

The Tender Fee shall be made in favour of TP Central Odisha Distribution

Limited’ payable at Bhubaneswar

Beneficiary Name: TP Central Odisha Distribution Ltd.

Bank Name: STATE BANK OF INDIA
Branch Name: IDCO Towers, Bhubaneshwar
Address: P.O. - Sahidnagar, Janapath, Bhubaneswar.
Branch Code: 7891
Account No: 10835304915
IFSC Code: SBIN0007891

For Tender Fee and EMD submitted via online transfer, bidder to ensure that
the same are carried out through separate transactions.
 NIT No.: TPCODL/P&S/1000000493/23-24

The EMD in the form of Bank Draft / BG /Bankers Pay Order shall be delivered
at the following address in sealed envelope clearly indicating the tender
reference / enquiry number, name of tender and bidder name:

Chief (Procurement & Stores)

TP Central Odisha Distribution Limited
1st Floor, Anuj Building, Plot No.29, Satya Nagar, Bhubaneswar, Odisha
751007

In case of the Bid Security submitted is in the form of a Bank Guarantee, the
expiry date and claim date are as follows:
• Expiry date: One Hundred and Eighty (180) Days from the original
last date of submission of online Technical Bid
• Claim date: Twelve (12) Months from the date of expiry
2.1.4. ITB Clause Bid validity period: One Hundred and Eighty (180) Days from the last date
[Link] of Bid submission.
2.1.5. ITB • The Bidder shall submit one (1) Bid in total for all the 33/11 kV substations
Clause1.4.1.1 under this RFP.
• A Bidder can quote for a minimum capacity of 500 kW and a maximum
capacity up to 2 MW, in multiple of 50 kW only, against each 33/11 kV
substation, as per the list provided in Annexure Clause 5.7 in the Price
Bid. In total, a Bidder can submit its Bid for multiple 33/11 kV substations.
• A Bidder can apply for multiple Projects for a substation.
• The Bidder shall be solely responsible for the closure of the land, and in no
case, DISCOMs, DISCOM, or any other authority is responsible for the
closure of land. The Bidder shall be responsible for the complete
implementation of the Project, as per the terms of the Bidding Documents. •
The land location indicated in the Bid may be changed later, subjected to the
approval from the respective DISCOM and DISCOM in writing, with a
maximum timeline as given in SOW Clause 3.3. A Project may be
implemented at various locations while injecting power into the concerned
33/11 kV substation only, for which the Bidder has submitted its Bids.
However, in such a case, the individual Project sizing shall be for a capacity
in multiples of 500 kW only at a single location. However, the Bidder cannot
change the substation in any case whatsoever.
 NIT No.: TPCODL/P&S/1000000493/23-24
BDS Clause ITB Clause Detailed Clause
reference reference

2.1.6. ITB Clause Performance Security:

[Link] The Performance Security for achieving the Commercial Operation Date on
or before the Scheduled Commercial Operation Date (SCOD) shall be
submitted in the form of a bank guarantee, to the respective DISCOM in one
(1) part as mentioned below:
Amount Expiry period Claim period
5 Lakhs INR per Twelve (12) Twelve (12) Months
MW Months from the from the date of
date of issuing LoA expiry
TPCODL/Appropriate DISCOM will have the right to revoke the bank
guarantee, if the Successful Bidder fails to achieve the SCOD milestone.

The bank guarantee submitted towards the Performance Security may be

returned within a maximum period of thirty (30) Days of the expiry date of
the BG.

The bank guarantee can be extended as per the requirement from

TPCODL/Appropriate DISCOM from time to time in the interest of the Project
to achieve Commissioning.
 NIT No.: TPCODL/P&S/1000000493/23-24

3. Scope of Work (SOW)

Section 3 (SOW) contains about the Project, roles, and responsibilities of the individual Parties, Equipment
requirements, Timelines, etc. that describe the SOW under the RFP.

3.1. About the Project

3.1.1. Introduction
[Link]. The Ministry of New and Renewable Energy (MNRE) has launched a scheme for farmers on 8
March 2019 and issued implementation guidelines on 22 July 2019 along with an amendment
on 13 Nov 2020. In India, it was planned to develop 10,000 MW of decentralized ground
mounted grid connected solar power plants of individual plant size from 500 kW up to 2 MW
under the Component A of KUSUM scheme. Following transfer of the scheme from OREDA to
to Odisha DISCOMs during February 2023, TPCODL on behalf of all DISCOMs plans to go
ahead with a procurement process for a capacity of 1946 MW in this initial implementation
phase of the KUSUM-A scheme, as per the target given by MNRE.
[Link]. This Scope of Work shall be for the selection of Solar Power Generator (SPG) for the
development of Project under KUSUM-A scheme in Odisha on Build-Own-Operate (B-O-O)
basis. The Power Purchase Agreement (PPA) and Model Land Lease Agreement (LLA) shall
form an integral part of the RFP.
[Link]. As part of the Government of India’s target to achieve a cumulative capacity of 100 GW solar
photovoltaic installation by the year 2022, TPCODL wishes to invite Bids for the selection of
SPG in line with all the provisions of the RFP.
[Link]. The energy generated from the Project shall be solely for the procurement of DISCOMs on
payment of PPA Tariff as a result of the completion of E-reverse auction. The PPA Tariff shall
be inclusive of all statutory taxes, duties, levies, cess etc. if applicable as on the last date of Bid
submission. The PPA Tariff is a single levelized tariff for the Project and shall be applicable for
all the 25 years of PPA period from the date of achieving the COD.

3.1.2. Objectives
The objectives of implementing this Project are to:
[Link]. Support the Individual Farmers/ Group of Farmers/ Cooperatives/ Panchayats/ FPO/ WUA to
either develop the Project or increase their earning by leasing the land to set up Project by a
Developer;
[Link]. Support DISCOM in meeting the solar RPO;
[Link]. Reduce carbon footprint to an extent of 6,66,500 tons per annum for a period of twenty-five
(25) years; and
[Link]. Generate local employment.

3.2. Roles and Responsibilities

3.2.1. Roles and Responsibilities of the SPG
The SPG undertakes to be responsible solely, at SPG’s own cost and risk, for the following
[Link]. The SPG shall be responsible for the performance of the obligations mentioned in the RFP, any
Addendum, any Corrigendum, any Clarification, Power Purchase Agreement, Model Land Lease
Agreement, etc.
[Link]. The SPG shall deploy a proven solar photovoltaic technology that has been developed
anywhere in the World. However, the selection of SPG would be technology agnostic within
 NIT No.: TPCODL/P&S/1000000493/23-24
solar photovoltaic technology and crystalline silicon or thin film or any other such technology,
with or without trackers can be installed.

[Link]. The Bidder shall ensure the use of solar photovoltaic modules and cells are manufactured and
made in India as per specifications and testing requirements fixed by MNRE.
[Link]. The SPG shall be responsible for the designing, engineering, procuring, supplying, taking
insurance, packing and forwarding, loading, transporting, unloading, safekeeping of Equipment,
constructing, installing, erecting, testing, commissioning and achieving the SCOD of the Project.
This shall be achieved in accordance with the Applicable Law, Prudent Utility Practices and all
the terms and conditions of this Bidding Document consisting of the RFP,any Addendum,
any Corrigendum, any Clarification, Power Purchase Agreement, Model Land Lease Agreement
and any amendment thereto.
[Link]. SPG shall be responsible for laying of dedicated 11 kV line from Project to a nearby 33/11 kV
substation (list of substations are provided in Annexure Clause 5.7), construction of bay and
related switchgear at substation where the Project is connected to the grid and metering is done.
Alternatively, the SPG can lay the dedicated 11 kV line through an Appropriate Discom as per
the SOW Clause [Link]. However, in such cases, the SPG will be responsible for maintaining
this dedicated 11 kV line. In all cases, the SPG shall be responsible for completing the
transmission infrastructure, as part of the Project.
[Link]. In case more than one Bidders are awarded Projects, to be connected to same substation, they
shall be permitted to coordinate with each other for setting up common transmission line for
feeding to substation if they so desire and with the approval of Appropriate Discom.
[Link]. The SPG shall comply grid connectivity and other regulations as applicable.
[Link]. The SPG is required to obtain necessary clearances as required for setting up the Project.
[Link]. The SPG shall be responsible for covering the Project boundary with a 6 ft precast concrete
compound wall along with slabs and column posts at regular intervals. On the top of it, a barbed
wire fencing with a height of 1 ft. shall be made.
[Link]. The SPG shall be responsible to put a notice board (at least 180 cm x 120 cm) at its Project
Site main entrance prominently displaying the following message before declaration of COD.
[Capacity] kW grid connected solar Project under KUSUM-A at [village], [district] connected at
[name of the substation, as per the list provided in Annexure Clause 5.7)] 33/11 kV substation.
[Link]. Time is an essence in achieving the milestones and achieving the SCOD of the Project.
[Link]. The SPG shall be responsible for owning the Project throughout the Term of PPA.
[Link]. The SPG is required to maintain a minimum AC Capacity Utilization Factor (CUF) of 15% and
a maximum AC CUF of 18.7%, as detailed in the PPA.
[Link]. The SPG shall be responsible for directly coordinating and dealing with DISCOM, Government
and other authorities in obtaining the Clearances as per the various provisions of the PPA.
[Link]. The SPG shall be responsible for land closure, financial closure and development of the
Project through the appointment of EPC and O&M contractor during the PPA Period.
[Link]. The SPG shall be the Principal Employer of all the stakeholders directly/ indirectly involved in
the Project.
[Link]. The SPG shall be responsible for managing the rights of way related to the Project and its
associated infrastructure whatsoever.
[Link]. The SPG shall be responsible for incurring all the costs and expenses including but not
limited to all statutory charges, GST etc. related to setting up the Project.

[Link]. The SPG shall be responsible for considering all the costs and expenses and its margin
whatsoever to derive the PPA Tariff requirement for successfully developing and operating the
Project for a long-term period of twenty-five (25) years during the Term as per the PPA. In no
 NIT No.: TPCODL/P&S/1000000493/23-24
case TPCODL, DISCOM, Department of Energy, or any Government shall be responsible for
such a quotation of tariff by the Bidder.
[Link]. The SPG agrees and undertakes to achieve financial closure for its Project, execute the Land
Lease Agreement with the Developer (if applicable) and shall provide necessary documents to
DISCOM in this regard within six (6) Months from the date of issuance of LoA.
[Link]. The selected SPG shall commission the Project within nine (9) months from date of issuance
of LoA. The SPG may commission the Project during this period of nine (9) months and the
DISCOMs/DISCOM is obliged to purchase power from that commissioned Project any time after
the issuance of LoA.
[Link]. The SPG shall be required to generate the solar energy as given in the terms and conditions
of the PPA.
[Link]. The SPG will ensure that all Equipment from the Project after their ‘end of life’ (when they
become defective/ non-operational/ non-repairable) are disposed in accordance with the “e-
waste (Management and Handling) Rules, 2011” notified by the Government and as revised
and amended from time to time.
3.2.2. Roles and Responsibilities of DISCOMs, DISCOM, Department of Energy
[Link]. TPCODL shall be nodal agency responsible for coordinating between various stakeholders for
facilitation.
[Link]. The Appropriate Discom will facilitate the SPG in getting right of way for laying of 11 kV line.
Alternatively, RPG can get constructed the 11 kV lines through DISCOM by paying the
applicable cost and other charges. However, getting the right of way and construction of line is
the responsibility of SPG.
[Link]. The Appropriate Discom will provide connectivity at the substation to the selected SPG. The
Appropriate Discom will ensure “must-run” status to the Project installed under this scheme and
will keep the feeders ‘ON’ during sunshine hours of a day, as per the terms of the PPA.
TPCODL, DISCOM and the Appropriate Discom shall act as facilitator to the beneficiaries in
implementation of this scheme.
[Link]. A duly constituted Committee of TPCODL, DISCOM and the Appropriate Discom officials will
physically inspect the Project in not more than three (3) Days from the date of receiving a written
request from the SPG and certify successful commissioning of the Project.
[Link]. TPCODL and DISCOM shall ensure quality being maintained by the SPG based on the review
of the Equipment of Project, site visits and progress review and monitoring activities. In this
regard, TPCODL and DISCOM will develop a suitable monitoring mechanism, to analyze the
progress and performance of the Project and reserves the right to carry out random checks to
verify compliance of quality standards at any point of time with/ without prior notice.
[Link]. TPCODL shall be responsible for conducting bidding process. TPCODL and DISCOM review
meetings to monitor the progress and managing all aspects of the scheme.
[Link]. DISCOM shall be responsible for the execution of the Power Purchase Agreement.
[Link]. Power to remove difficulties: If there is need for any amendment to this scheme for better
implementation or any relaxation is required in the norms due to operational problems,
Department of Energy, Government of Odisha will be competent to make such amendments
with the approval of Minister-in Charge, without increasing the financial requirements, ceiling
limit of the PPA Tariff.
 NIT No.: TPCODL/P&S/1000000493/23-24

3.3. Timelines
3.3.1. The following are the Timelines for developing the Project:
Activities Timelines
Issue of LoA by TPCODL T0
Execution of formalities of LoA T1 = T0+ max. timelines of sixty (60) Days,
subjected ITB Clause [Link]
SPG signing the Land Lease Agreement by the T2 = T0 + three (3) Months@
Developer setting up the Project on the lands of
Individual Farmers/ Group of Farmers/
Cooperatives/ Panchayats/ FPO/ WUA’ (if
applicable)
SPG achieving the financial closure and signing the T3 = T0 + nine (9) Months*
Land Lease Agreement with the Developer (if
applicable)
SPG achieving the COD T4 = T0 + twelve (12) Months#
O&M Period end date T5 = T4 + twenty-five (25) Years
T0: start date and date of issue of LoA
@ In case the Bidder does not sign the Land Lease Agreement with the Developer within this timeframe,
then DISCOM shall review the progress of the Project and take suitable actions, as per the specific
provisions of the PPA.
* In case the Bidder does not achieve the milestone for financial closure within this timeframe, then
DISCOM shall review the progress of the Project and take suitable actions, as per the specific provisions
of the PPA.
# The Project shall achieve COD by the Scheduled Commercial Operation Date. In case of failure to
achieve this milestone, DISCOM shall review the progress of the Project and take suitable actions, as per
the specific provisions of the PPA.
 NIT No.: TPCODL/P&S/1000000493/23-24

4. Qualification Requirement (QR)

Section 4 (QR) contains all the Qualification Requirements that TPCODL shall use to evaluate the Technical
Bids and qualify Bidders during the evaluation of Technical Bids.
The Bidder shall fulfill the below Qualification Requirement to submit the Bid. Any discrepancy or deviation from
the stated Qualification Requirement shall make the Bidder ineligible to submit the Bid and such Bid shall be
liable for rejection.

4.1. General Qualification Requirement

Clause no. Qualification Requirement Support document
4.1.1. The Bidder can either participate as an/a The Bidder must submit a copy of the
relevant documents issued by an
‘Individual Farmers/ Group of Farmers/ Cooperatives/ appropriate Government authority in
Panchayats/ FPO/ WUA’ setting up the Project on their India.
own lands
or In case of a Consortium/ JV, the
‘Developer’ setting up the Project on the lands of Bidder shall submit the Consortium/
Individual Farmers/ Group of Farmers/ Cooperatives/ JV Agreement, as required under this
Panchayats/ FPO/ WUA’ RFP.

In case the Bidder is participating as a Developer, The Bidder must submit Bid Form 2
then the Bidder must be a of Section 7 (Annexure).
[Link]. company registered under The Indian
Companies Act, 1956/ 2013; or This shall be applicable to all the
[Link]. partnership firm registered under The Indian Bidders.
Partnership Act, 1932; or
[Link]. sole proprietorship firm under the relevant
laws in India.

In case the Bidder is participating as a Cooperatives/

Panchayats/ FPO/ WUA, then the Bidder must be
registered under the relevant laws of India.

In case the Bidder is participating as an Individual

Farmers/ Group of Farmers, then the Bidder must
have a valid PAN card and AADHAAR card.

The Bidder can either participate as an individual

Company or a Consortium/ JV. In case of a
Consortium/ JV, all the members of the Consortium/
JV shall be jointly and severally liable to comply with
all the clauses of the Bidding Document.

Note: Limited Liability Partnership (LLP) and Limited

Liability Company (LLC) are not allowed to participate.
 NIT No.: TPCODL/P&S/1000000493/23-24
4.1.2. The Bidder must not be debarred/ blacklisted/ The Bidder shall submit a self-
defaulted by any Government, agency, Public Sector certification by an authorized person
Undertaking (PSU), institution/ autonomous duly notarized to this effect.
organizations in the past.
The Bidder must submit Bid Form 6
of Section 7 (Annexure).

This shall be applicable to all the

Bidders.
 NIT No.: TPCODL/P&S/1000000493/23-24

4.2. Specific Qualification Requirement

Clause no. Qualification Requirement Support document
4.2.1. The Bidder must submit a copy of the declaration for The Bidder must submit Bid Form 5
the “Compliance with the MNRE/ BIS technical of Section 7 (Annexure).
standards” for the Equipment.
This shall be applicable to all the
Bidders.
4.2.2. The Bidder must have established high quality, The Bidder shall declare that it has a
environment management system, and information copy of the ISO 9001 and will possess
security standards in place and must have ISO 9001 the copy of the ISO 14001 certificate
and ISO 14001 certifications for the solar photovoltaic in the name of the Original Equipment
modules and inverters. Manufacturer (OEM), supported by a
letter of authorization from the OEM.

The Bidder must submit Bid Form 9

of Section 7 (Annexure).

Note: The documentary evidence

shall be submitted as a part of the
response to the LOA for the
Successful Bidder as per ITB Clause
[Link] and not at the time of bidding.

This shall be applicable to the

Bidders participating as a Developer.

4.3. Financial Qualification Requirement

Clause no. Qualification Requirement Support document
4.3.1. The average annual turnover of the bidder shall be a The Bidder shall submit a net worth
minimum of 4 Crore INR per MW basis on the capacity certificate issued by a chartered
applied, for last three financial years. ( FY 2020-2021, accountant, as per Bid Form 4 of
FY 2021-22 and FY 2022-23). Section 7 (Annexure).

For company, as per section 2 (57) of The Indian This shall not be applicable for
Companies Act, 2013, net worth means the aggregate Individual Farmers/ Group of
value of the paid-up share capital and all reserves Farmers/ Cooperatives/ Panchayats/
created out of the profits (securities premium account Farmer Producer Organizations
and debit or credit balance of profit and loss account), (FPO)/ Water User associations
after deducting the aggregate value of the (WUA) setting up the Project on their
accumulated losses, deferred expenditure and own lands.
miscellaneous expenditure not written off, as per the
audited balance sheet, but does not include reserves This shall be applicable to all other the
created out of revaluation of assets, write-back of Bidders.
depreciation andamalgamation.

For partnership firm and sole proprietorship firm, as

per the methodology certified by the chartered
accountant based on the Applicable Law in India.
 NIT No.: TPCODL/P&S/1000000493/23-24

5. Annexure
5.1. Bid Forms – Technical Bid
5.1.1. Bid Form 1 (Covering Letter of Technical Bid)
Covering Letter of Technical Bid (Applicable for all Bidders)

(To be submitted on the letterhead of the Bidder, if available)

Date: [DD MMM YYYY]
RFP No.: [insert RFP No.] dated [DD MMM YYYY]
To

Sub: Submission of Technical Bid for the selection of Solar Power Generator (SPG) for the development of
Project under KUSUM-A scheme in Odisha on Build-Own-Operate (B-O-O) basis
Dear [Sir/ Madam],

Having examined the Bidding Document carefully, we, the undersigned, offer to submit herewith the Technical
Bid as per the subject line and RFP No. mentioned above.
We are pleased to submit our Bid based on the following Bid structure:
Category of the Bidder Individual Farmers/ Group of Farmers/ Cooperatives/
[Applicable/
participating in this Bid Panchayats/ FPO/ WUA setting up the Project on their own
Not Applicable]
lands
Developer setting up the Project on the lands of Individual
[Applicable/
Farmers/ Group of Farmers/ Cooperatives/ Panchayats/ FPO/
Not Applicable]
WUA
Is the Bidder participating [“Single Bidder” or “Consortium/ JV”]
as a Single Bidder or as a
Consortium/ JV?
In case the Bidder is [Insert the name of the Bidder]
participating as a Single
Bidder, then please
specify the name of the
Bidder
(strike-off the details if not
applicable) Note: Applicable for Bidders participating as a single Entity - a company or a
partnership firm or a sole proprietorship firm or Individual Farmers or Group of
Farmers or Cooperatives or Panchayats or FPO or WUA
In case the Bidder is Lead Member: [Insert the name of the Lead Member]
participating as a Other Member 1: [Insert the name of the Other Member 1]
Consortium/ JV, then Other Member 2: [Insert the name of the Other Member 2]
please specify the name of …
all the members of the ...
Consortium/ JV
(strike-off the details if not
applicable) Note: Applicable for Bidders participating as a group of two (2) or more Entities
- a company or a partnership firm or a sole proprietorship firm or Individual
Farmers or Group of Farmers or Cooperatives or Panchayats or FPO or WUA
[insert the name of the 33/11 kV substation, exactly as per the list given in
Details of the Project
Annexure Clause 5.7]
 NIT No.: TPCODL/P&S/1000000493/23-24

Name of Name of Name of Name of Project details

the the the 33/11 kV
DISCOM District Division Substation
[insert] [insert] [insert] [insert] Village: [insert]
RI Circle: [insert]
District: [insert]
Land details: Annexure [#]
[Please attach as per
sample format given in
Annexure in this Bid Form]
… … … … …

In case of a Consortium/ JV, we shall be severally and jointly responsible for complying with all the terms and
conditions of the RFP.

(strike-off the details if not applicable)

We hereby undertake the following:

1. We have read all the provision of the Bidding Document and confirm that notwithstanding anything stated
elsewhere in our Technical Bid to the contrary, the provisions of the Bidding Document are acceptable to us,
and we further confirm that we have not taken any deviation to the provision of the RFP anywhere in ourBid.
Acceptance of the above attribute shall be considered as our confirmation that any deviation, variation or
additional condition, etc. or any mention, contrary to the provisions of Bidding Document found anywherein
our Technical Bid implicit or explicit shall stand unconditionally withdrawn, without any cost implication
whatsoever on the PPA Tariff.
2. We further declare that any additional conditions, variations, deviations, if any, in our Bid shall not be given
effect to. We further understand that any deficiency or illegibility in our Technical Bid shall result in the
rejection of our Technical Bid.
3. We hereby declare that all the information and statements made in this proposal are complete, true, and
correct and also accept that any misinterpretation contained in it may lead to our disqualification and rejection
of our Technical Bid. In case of any false documents submitted and found any time in the future, we shall be
liable to be proceeded as per Applicable Law.
4. We confirm that we have submitted the Technical Bid as per the instructions given in the Bidding Document.
5. We hereby declare and confirm that only we are submitting our Bid and that our parent, affiliate, the ultimate
parent or any group companies with which we have direct or indirect relationships are not separately
submitting their Bid.
6. We confirm that the Technical Bid submitted is subject to the verification solely by appropriate authorities of
TPCODL as per all the terms of the Bidding Document and agree that the decision taken by TPCODL shall
befinal and binding on us.
7. We declare that our Technical Bid is fully compliant with the qualification requirement mentioned under
Section 4 (QR), and we have not misrepresented any information provided in our Bid.
8. We confirm that any genuine changes made by TPCODL in the interest of the Project during the course of
performance of the PPA shall be fully acceptable to us without any cost implication whatsoever.
9. We confirm that we will comply with all the Applicable Laws and Prudent Utility Practices all the time during
the performance of the PPA.
10. We confirm that we have submitted the Technical Bid as per the forms given in Bid Form (Technical Bid) and/
or the instructions given in the RFP or E-procurement Website; failure to which our Technical Bid shall be
considered as non-responsive and shall be liable for rejection.
11. We agree that We have not submitted any conditional or alternative Technical Bid, and in case of any
deviation, then our Technical Bid shall be considered as non-responsive and shall be liable for rejection.
12. We confirm that we do not have any conflict of interest in accordance with the provisions of the RFP.
 NIT No.: TPCODL/P&S/1000000493/23-24

13. We confirm that in case we are directly or indirectly through an agent engaged in Corrupt Practice,
Fraudulent Practice, Coercive Practice, Collusive Practice, Obstructive Practice or Integrity Violation, then
our Technical Bid shall be considered as non-responsive and shall be liable for rejection.
14. We confirm that TPCODL reserves all the right to accept or reject any Technical Bid without assigning any
reasons thereof and shall not be held liable for any such action and hereby waive, to the fullest extent
permitted by applicable law, our right to challenge the same on any account whatsoever.
15. We confirm that in case our Bid is accepted, we undertake to provide Performance Security as specified in
the RFP, else our Bid Security shall be forfeited.
16. We agree that this Technical Bid shall remain valid for a period of One Hundred and Eighty (180) Days from
the original last date of online Bid submission and such further period as may be mutually agreed upon.
17. The Bidding Document has been discussed in the Board meeting and a Board Resolution (BR) no. [insert
BR no.] dated [DD MMM YYYY] has been concurred for submission of our Bid and is enclosed as a part of
Bid Form 3 (Power of Attorney). (as applicable)
18. We undertake that TPCODL shall, without prejudice to any other right or remedy, be at liberty to forfeit the
Bid Security deposited by us in case of any default as per the Bidding Document.
19. In case we fail to achieve the milestones of achieving the Commercial Operation Date (COD) of the Project
as per the Timelines, TPCODL shall, without prejudice to any other right or remedy, be at liberty to forfeit the
Performance Security.
20. We confirm that we shall establish a local office at the Project location to deliver uninterrupted and sustainable
services during the O&M Period.
21. We understand that you are not bound to accept any Technical Bid you may receive.

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

Annexure (Schedule Property) : [#]

SCHEDULE PROPERTY

All that piece and parcel of Schedule Property is mentioned below:

 Name: [name of Individual Farmers or Group of Farmers or Cooperatives or Panchayats or FPO or
WUA]
 Mobile no.: [Mobile no. of Individual Farmers or Group of Farmers or Cooperatives or Panchayats or
FPO or WUA]
 AADHAAR no.: [AADHAAR no. (applicable for Individual Farmers or Group of Farmers)]
 Registration details: [Registration no., date of registration, registered under [insert the act under which
it is registered] (appliable for Cooperatives or Panchayats or FPO or WUA)]
 Mouja: [mouja name]
 Thana, thana no.: [thana name], [thana no.]
 Tehsil, tehsil no.: [tehsil name], [tehsil no.]
 Panchayat: [panchayat name]
 Village: [village name]
 RI circle: [RI circle name]
 District: [district name]
 Pin code: [6-digit pin code]
 Google coordinate: [for example 20.135172, 85.084869 format]

Khata no. Plot no. Kissam Extent/ rakba of Current usage

land (in acres) (Agriculture/ non-
agriculture/ barren)

Note: Please note that this Annexure is a sample format and the Bidder shall provide the above information for
each Project applied for an individual substation. In case the Bidder has land spread across 2 different
administrative units, for example, in 2 different tehsil or village, then the information shall be provided under
separate Annexures.
 NIT No.: TPCODL/P&S/1000000493/23-24

5.1.2. Bid Form 2 (Summary of the Technical Bid)

Checklist (Applicable for all Bidders)
(To be submitted on the letterhead of the Bidder, if available)
Date: [DD MMM YYYY]
RFP no.: [insert RFP no.] dated [DD MMM YYYY]

To

We, the undersigned, attaching the information as required under this format:

Particulars Requirements Information furnished by the Applicability

Bidder
Tender Fee Copy of the “Online Transfer Unique Transaction Reference All Bidders
(RTGS/ NEFT)” for an amount and (UTR) no. is [insert the UTR
other details as mentioned in no.], dated [DD MMM YYYY]
Section 2 (BDS) issued by a
nationalized/ commercial bank in
India towards “Tender Fee” issued
in favour of favoring ‘TP Central
Odisha Distribution Limited’
payable at Bhubaneswar.

This shall be a non-refundable fee.

In case of a Consortium/ JV, the

Lead Member shall make this
payment.

This is a mandatory submission

and shall be submitted as per the
requirements given in Bid Form 2
of Section 7 (Annexure).
 NIT No.: TPCODL/P&S/1000000493/23-24
Particulars Requirements Information furnished by the Applicability
Bidder
Note: There is no exemption
applicable to any Bidder.
Bid Security Copy of the “Online Transfer The UTR no. is [insert], dated All Bidders
(RTGS/ NEFT)” or “DemandDraft” [DD MMM YYYY] (in case of an
or “Fixed Deposit Receipt” or online transfer using RTGS/
“Bank Guarantee” for an amount NEFT),
and other details as mentioned in or
Section 2 (BDS) issued by a The Demand Draft no. is
nationalized/ commercial bank in
[insert], dated [DD MMM YYYY]
India towards “Bid Security”.
(in case of a demand draft),
In case of a Demand Draft, it shall or
be issued in favour The Fixed Deposit Receipt no.
of……………….., TPCODL is [insert], dated [DD MMM
payable at Bhubaneswar, Odisha. YYYY]. (in case of an FDR),
or
In case of a Fixed Deposit Receipt, The Bank Guarantee no. is
it shall be pledged in favour of [insert], dated [DD MMM YYYY].
………………….., TPCODL (in case of a Bank Guarantee).
payable at Bhubaneswar, Odisha The format for the Bank
and unconditionally discharged on Guarantee is enclosed herewith.
demand. The Bidders must note
that in case of absence of the
We are attaching the copy of the
endorsement that “This Fixed
Deposit Receipt shall be Bid Security submitted in the
unconditionally discharged in form of [Demand Draft/ Fixed
favour of Deposit Receipt/ Bank
………………………………………. Guarantee] under Attachment 3.
PCODL payable at Bhubaneswar,
Odisha on demand” on the back of
theFixed Deposit Receipt, such Bid
Security shall be liable for
rejection.

In case of a Bank Guarantee, it

shall be issued in favour
…………………………….at
Bhubaneswar, Odisha with an
expiry date and a claim date as
mentioned in Section 2 (BDS).

This shall be a refundable fee,

subject to the various provisions
as mentioned in ITB Clause 1.3.7.

In case of a Consortium/ JV, the

Lead Member shall submit this Bid
Form.

This is a mandatory submission

and shall be submitted as per the
requirements given in Bid Form 2
of Section 7 (Annexure).

Note: There is no exemption

applicable to any Bidder.
Registration Certificate of Incorporation, We are attaching the copy of the Cooperatives or
details Memorandum of Association Registration Certificate under Panchayats or FPO
 NIT No.: TPCODL/P&S/1000000493/23-24

Particulars Requirements Information furnished by the Applicability

Bidder
(MOA) and Article of Association Attachment 4. or WUA or
(AOA), applicable in case of Developer
companies. The AOA (if
applicable) shall mention the
company’s operations and defines
the company’s purpose from the
SOW point of view.
or
Partnership Deed, applicable in
case of partnership firm.
or
Proof of having the bank account
or any other document as issued
by the Government, applicable in
case of sole proprietorship firm.

We are attaching the copy of the

Registration Certificate under
Attachment 4.
AADHAAR AADHAAR is [insert AADHAAR] Individual Farmers or
Group of Farmers
We are attaching the copy of the
AADHAAR under Attachment 5.
PAN PAN is [insert PAN] All Bidders

We are attaching the copy of the

PAN under Attachment 6.
GST GST no. is [insert GST no.] and Individual Farmers or
the place of GST registration is Group of Farmers or
for the state of [insert state Cooperatives or
name]. Panchayats or FPO
or WUA or
We are attaching the copy of the Developer
GST under Attachment 7.
Income tax We are attaching the copy of the All Bidders
returns Income Tax Return for the last (In case of any
three (3) assessment years for exemption is availed,
AY2021, AY2020 and AY2019. then please share
We are attaching the copies of the copy of the
the Income tax returns under exemption issued by
Attachment 8. a Government
Authority to the
Bidder)
Quality We declare that we have a copy of [Yes/ No] Developer
Assurance (if the ISO certificate for ISO 9001and
appliable) will submit the copy of the ISO
14001 certificate in the name of the
Original Equipment Manufacturer
(OEM), supported
by a letter of authorization fromthe
OEM, as per QR Clause 4.2.2.
 NIT No.: TPCODL/P&S/1000000493/23-24

List of attachments:

Attachment 1

Attachment 2

Attachment 3

Attachment 4

Attachment 5

Attachment 6

Attachment 7

Attachment 8

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

5.1.3. Bid Form 3 (Power of Attorney)

Power of Attorney (Applicable for all Bidders except Individual Farmers and Group of Farmers)

(To be submitted on a non-judicial stamp paper of appropriate value as per The Indian Stamp Act,1899 relevant
to the place of execution. The stamp paper shall be purchased in the name of the Bidder only.)

Signature and stamp of the notary of the place of execution [insert place] dated [DD MMM YYYY]

Date: [DD MMM YYYY]

RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

Know all men by these presents, We,[name of the executant(s)], do hereby constitute, appoint and authorize
[name of the Authorized Signatory] as the Authorized Signatory presently residing at [residential address of
Authorized Signatory] and having PAN [insert PAN no. of Authorized Signatory] who is presently employed with
us and holding the designation of [designation of the Authorized Signatory] as our true and lawful representative,
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 the Request for the selection of Solar Power Generator (SPG) for the development
of Project under KUSUM-A scheme in Odisha on Build-Own-Operate (B-O-O) basis with reference to the RFP
No. [insert RFP No.] dated [DD MMM YYYY] issued by TPCODL’)

The Authorized Signatory shall represent us and shall be responsible for the signing of the Bid, submission of the
Bid and executing all other documents related to this Bid, including but not limited to undertakings, letters,
certificates, acceptances, clarifications, guarantees or any other document which TPCODL may require us to
submit. The Authorized Signatory is further authorized to make representations to TPCODL and provide
information/ responses to TPCODL, representing us in all matters before TPCODL, and generally dealing with
TPCODL in all matters in connection with our Bid and during the performance of the PPA.

We hereby agree to ratify all acts, deeds and things are done by our said Authorized Signatory pursuant to this
Power of Attorney and that all acts, deeds and things are done by our aforesaid Authorized Signatory shall be
binding on us and shall always be deemed to have been done by us.

We are participating as a [Single Bidder] or [Lead Member/ Other Member 1/ Other Member 2 …] of the
Consortium/ JV. In case of a Consortium/ JV, we shall be severally and jointly responsible to comply with all the
terms and conditions of the RFP. (strike-off if not applicable).

All the terms used herein but not defined shall have the meaning ascribed to such terms under the Bidding
Document.

Signature of the executant

Name:
Designation:
Address:
company:
 NIT No.: TPCODL/P&S/1000000493/23-24

Accepted by

Signature of the Authorized Signatory

Name:
Designation:
Address:
company:

Common seal of [name of the Bidder]is affixed in [my/our] presence pursuant to the provisions mentioned in the
clause under “Seal” of the Article of Association.

Board resolution dated [DD MMM YYYY] is attached below.

WITNESS

Signature: Signature:
Name: Name:
Address: Address:

Notes:

1. The mode of execution of the power of attorney shall be in accordance with the procedure, if any, laid down
by the applicable law and the charter documents of the executant(s) and the same shall be under the 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 a Board Resolution.
2. The person authorized under this Power of Attorney shall be a person holding the responsible post and
designation in the company.
3. The Board Resolution forms a part of the Power of Attorney.
4. In case of a Consortium/ JV, all the members of the Consortium/ JV including the Lead Member and Other
Members shall submit their Power of Attorney issued by their respective Companies.
 NIT No.: TPCODL/P&S/1000000493/23-24

Board Resolution (Applicable for all Bidders except Individual Farmers and Group of Farmers)
(To be submitted on the letterhead of the Bidder, if available)
Date: [DD MMM YYYY]

RFP No.: [insert RFP No.]

CERTIFIED TRUE COPY OF THE RESOLUTIONPASSED IN THE MEETINGOF THE BOARD OF

DIRECTORS OFM/S. [insert name of the Bidder] HAVING ITS REGISTEREDOFFICEAT [insert office address
of the Bidder] HELD ON [DDMMM YYYY] AT [HHMM] HRS.

Resolved that we, [insert name of the Bidder], do agree to participate in the RFP invited by TPCODL vide RFP
No. [insert RFP No.] dated [DD MMM YYYY] for the selection of Solar Power Generator (SPG) for the
development of Project under KUSUM-A scheme in Odisha on Build-Own-Operate (B-O-O) basis.
RESOLVED FURTHER THAT, [insert name of the Bidder] agrees to unconditionally accept all terms and
conditions mentioned in the aforementioned Bidding Document.

RESOLVED FURTHER THAT, Ms./Mr. [Name of the Authorized Signatory] [is/ are] presently residing at
[residential address of Authorized Signatory] and having PAN [insert PAN no. of Authorized Signatory] who is
presently employed with us and holding the designation of [designation of the Authorized Signatory] is the
Authorized Signatory of [insert name of the Bidder]be and hereby authorized to sign, execute and submit such
applications, undertakings, agreements and other requisite documents writings and deeds as may be deemed
necessary or expedient to implement the above Project.

AND RESOLVED FURTHER THAT, the common seal of the company is affixed, wherever necessary, in
accordance with the applicable procedure laid down by the applicable law and the charter documents.

We are participating as a [Single Bidder] or [Lead Member/ Other Member 1/ Other Member 2] of theConsortium/
JV. In case of a Consortium/ JV, we shall be severally and jointly responsible to comply with all the terms and
conditions of the RFP. (strike-off if not applicable).

For [insert name of the Bidder]

Chairman/ Director/ Company Secretary

(Signatory of the Board Resolution)

Name of the Authorized Signatory

Specimen signature of Authorized Signatory

Note: The above signature(s) to be attested by the person signing the resolution
 NIT No.: TPCODL/P&S/1000000493/23-24

Power of Attorney (Applicable for Individual Farmers and Group of Farmers)

[I/ We], declare that [I/ we] [am/ are] [an Individual Farmer/ a Group of Farmers] and providing [my/ our] PAN
details.
PAN no. 1: [Insert PAN details] (I have attached the copy of PAN card here with)

PAN no. 2: [Insert PAN details] (I have attached the copy of PAN card here with)

PAN no. 3: [Insert PAN details] (I have attached the copy of PAN card here with)

For [insert name of the Bidder]

Name of the Authorized Signatory

 NIT No.: TPCODL/P&S/1000000493/23-24

5.1.4. Bid Form 4 (Financial Qualification)

Financial Qualification (Applicable for Bidders participating as a Developer only)

(To be submitted on the letterhead of the chartered accountant)

Date: [DD MMM YYYY]

RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

I, [insert name of the chartered accountant], confirm that the Bidder, [insert name of the Bidder], meets the
Financial Qualification Requirement as mentioned in QR Clause 4.3 of Section 4 (Qualification Requirement).
The compliance to the Financial Qualification Requirement is mentioned below, as per our detailed evaluation
of the Bidder’s latest certified true copy of the audited annual accounts and their work orders related to the solar
business.

Net Worth (as per QR Clause 4.3) (applicable in case of companies),

Particulars Unit FY 20-21 FY 21-22 FY 22-23

Aggregate value of the paid-up share capital INR [insert] [insert] [insert]
Add: all reserves created out of the profits INR [insert] [insert] [insert]
and securitiespremium account.
Subtract: Accumulated losses INR [insert] [insert] [insert]
Subtract: Deferred expenditure INR [insert] [insert] [insert]
Subtract: Miscellaneous expenditure not INR [insert] [insert] [insert]
written off
Net Worth* INR [insert] [insert] [insert]

Average Net Worth (FY 2020-2021, FY 2021-22

INR [insert]
and FY 2022-23).

Note: It does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation.
[For partnership firm and sole proprietorship firm, as per the methodology certified by the chartered accountant
based on the Applicable Law in India.]
I hereby declare that all the information and statements made in this certificate are complete, true and correct
and also accept that any misinterpretation contained in it may lead to cancellation of my CA membership, and I
shall be liable to be proceeded as per the Applicable Law.

Place: [insert place] [sign here]

Signature
Name of Chartered Accountant (CA): [insert name]
Designation: [insert designation]
Name of the firm of the CA: [insert Bidder’s legal entity name]
CA membership no.: [insert CA membership no.]
Registration no. of the CA’s firm:
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

5.1.5. Bid Form 5 (Compliance with the MNRE/ BIS technical standards)
Compliance with the MNRE/ BIS technical standards (Applicable for all Bidders)

Date: [DD MMM YYYY]

RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

We, the undersigned, declare that we comply with “Compliance with the MNRE/ BIS technical standards”
for the Equipment as given in Annexure Clause 5.5.

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

5.1.6. Bid Form 6 (Self-certificate)

Self-certificate (Applicable for all Bidders)
(To be submitted on a non-judicial stamp paper of appropriate value as per The Indian Stamp Act,1899 relevant
to the place of execution. The stamp paper shall be purchased in the name of the Bidder only.)

Date: [DD MMM YYYY]

RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

We, the undersigned, confirm and certify that we have not been debarred/ blacklisted/ defaulted by any
Government, agency, Public Sector Undertaking (PSU), institution/ autonomous organizations in the past. We
have not acted in concert or in collusion with any other Bidder or other person(s) and also not done any act, deed
or thing which is or could be regarded as anti-competitive.

I/we hereby declare the following in the context of the aforementioned tender that:

In case of any false documents submitted and found in the future, we shall be liable to be proceeded against as
per the Applicable Law.

In case of any such events, we have provided the case details and their current status below. [strike-off this line,
in case it is not applicable].

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

5.1.7. Bid Form 7 (Undertaking for Indigenousness)

Undertaking for Indigenousness (Applicable for all Bidders)
(To be submitted on the letterhead of the Bidder, if available)

Date: [DD MMM YYYY]

RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

We, [insert the Bidder name], hereby certify and confirm that all the Equipment to be supplied under this Project
shall be indigenous and made in India only, as per the relevant guidelines of the Ministry of New and
Renewable Energy (MNRE), Government of India. The relevant certificates are enclosed herewith.

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

5.1.8. Bid Form 8 (No Deviation Certificate)

No Deviation Certificate (Applicable for all Bidders)
(To be submitted on the letterhead of the Bidder, if available)
Date: [DD MMM YYYY]
RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

We, [insert the Bidder name], hereby certify and confirm that we have read the clauses and provisions of the
RFP, Addendums, Corrigendum, Clarification, PPA, LLA, etc. issued thereafter and the stipulation of all clauses
and provisions are acceptable to us, and we have not taken any deviation whatsoever to any of the clauses and
provisions.

*In case the Bidder has taken any deviation, then the same shall be mentioned here.

Clause No. Deviations considered, if any

[*strike-off, if not applicable]

We further confirm that we are aware that our Bid would be liable for rejection in case any material
misrepresentation is made or discovered with regard to the requirements of this RFP at any stage of the bidding
process or thereafter during the performance of the PPA and LLA.

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

5.1.9. Bid Form 9 (Quality Assurance)

Quality Assurance (Applicable for a Bidder participating as a Developer only)
(To be submitted on the letterhead of the Bidder, if available)
Date: [DD MMM YYYY]
RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

We, the undersigned, declares that we have a copy of the ISO certificate for ISO 9001 and will submit the copy
of the ISO 14001 certificate in the name of the Original Equipment Manufacturer (OEM), supported by a letter
of authorization from the OEM, as per QR Clause 4.2.2.

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]

Note: The documentary evidences shall be submitted as a part of response to the PPA and prior to execution of
the PPA, and not at the time of bidding.
 NIT No.: TPCODL/P&S/1000000493/23-24

5.2. Bid Forms – Price Bid

5.2.1. Bid Form 10 (Covering Letter of Price Bid)
Price Bid
Date: [DD MMM YYYY]
RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

Sub: Submission of Price Bid for the selection of Solar Power Generator (SPG) for the development of Project
under KUSUM-A scheme in Odisha on Build-Own-Operate (B-O-O) basis

Dear [Sir/ Madam],

Having examined the Bidding Document carefully, We, the undersigned, offer to submit herewith the Price Bid
as per the subject line and RFP No. mentioned above.
We agree that this Price Bid shall remain valid for a period of One Hundred and Eighty (180) Days from the
original last date of online Bid submission and such further period as may be mutually agreed upon.
We have read all the provision of the Bidding Document and confirm that notwithstanding anything stated
elsewhere in our Price Bid to the contrary, the provisions of the Bidding Document are acceptable to us and we
further confirm that we have not taken any deviation to the provision of the RFP anywhere in our Bid. Acceptance
of the above attribute shall be considered as our confirmation that any deviation, variation or additional condition,
etc. or any mention, contrary to the provisions of Bidding Document found anywhere in our Price Bid implicit or
explicit shall stand unconditionally withdrawn, without any cost implication whatsoever to TPCODL.
We further declare that any additional conditions, variations, deviations, if any, in our Bid shall not be given effect
to. We further understand that any deficiency or illegibility in our Price Bid shall result in rejection of our Price Bid.
We hereby declare that all the information and statements made in this proposal are complete, true and correct
and also accept that any misinterpretation contained in it may lead to our disqualification and rejection of our
Price Bid.
We hereby declare that our application has been submitted in good faith and the information contained is true
and correct to the best of our knowledge and belief.
We agree with the following:
1. We confirm that the Price Bid submitted are subject to the verification solely by appropriate authorities of
TPCODL as per all the terms of the Bidding Document and agree that the decision taken by TPCODL shall
befinal and binding on us.
2. We declare that our Price Bid is fully compliant as per the terms of the Bidding Document.
3. We confirm that we have submitted the Price Bid in Indian Rupees only and the Price Bid will be considered
up to two places of decimal only.
4. We confirm that any genuine changes made by TPCODL/appropriate DISCOMs in the interest of the Project
during the course of performance of the PPA shall be fully acceptable to us without any cost implication
whatsoever to TPCODL.
5. We confirm that we will comply with all the Applicable Laws and Prudent Utility Practices all the time during
the performance of the PPA.
 NIT No.: TPCODL/P&S/1000000493/23-24

6. We confirm that we have submitted the Price Bid as per the forms given in Bid Form (Price Bid) and/ or the
instructions given in the RFP or E-procurement Website; failure to which our Price Bid shall be considered
as non-responsive and shall be liable for rejection.
7. We agree that We have not submitted any conditional or alternative Price Bid and in case of any deviation,
then our Price Bid shall be considered as non-responsive and shall be liable for rejection.
8. We confirm that we have not mentioned the Price Bid anywhere other than the Price Bid on the E-
procurement Website for further evaluation. If we submit the Price Bid on the E-procurement Website that is
not in line with the instructions mentioned therein, then the Price Bid shall be considered as non-responsive
and shall be liable for rejection.
9. We confirm that we do not have any conflict of interest in accordance with the provisions of the RFP.
10. We confirm that in case we are directly or indirectly through an agent engaged in Corrupt Practice, Fraudulent
Practice, Coercive Practice, Collusive Practice, Obstructive Practice or Integrity Violation, then our Price Bid
shall be considered as non-responsive and shall be liable for rejection.
11. We understand that you are not bound to accept any Price Bid you may receive.
12. We confirm that TPCODL reserves all the right to accept or reject any Price Bid without assigning any reasons
thereof and shall not be held liable for any such action and hereby waive, to the fullest extent permitted by
applicable law, our right to challenge the same on any account whatsoever.
13. We confirm that in case our Bid is accepted, we undertake to provide Performance Security as specified in
the RFP, else our Bid Security shall be forfeited.
14. The rates quoted by us are firm, final and are meant for execution of the allotted supply/ installation within
the time frame stipulated in the tender/supply/ installation order.
15. We shall be responsible for the payment of the respective taxes to the appropriate authorities and should
I/we fail to do so, I/we hereby authorize TPCODL to recover the taxes due from us and deposit the same
with the appropriate authorities on their demand.

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

Format for Price Bid

RFP published by: TPCODL

: [DD MMM YYYY]

RFP No.: [insert RFP No.] dated [DD MMM YYYY]

Particulars Description

Name of the Development of Project under KUSUM-A scheme in Odisha on Build-Own-Operate (B-O-O)
Project basis

Type of
[Single or JV/ Consortium]
Bidder
[In case of the Bidder is submitting the Bid as a single Bidder, please insert the name of the
Bidder
Name of the
Or
Bidder
In case the Bidder is submitting the Bid as a JV/ Consortium Bidder, please insert the name of
all Bidders including Lead Member and Other Members]
Price Bid
Declaration Price/kWh INR

We hereby agree to supply solar power to the grid from the Solar Power
Plant set up by us under this tender at a levelized tariff as indicated in the
next column.

Select the name of the 33/11 kV substation, exactly as per the list given in Annexure Clause 5.7

Sl. No. Name of Name of Name of Name of Project

the the the 33/11 kV Capacity(In kW)
Details of DISCOM District Division Substation
the Project [Pre-filled] [Pre-filled] [Pre-filled] [Pre-filled] [Pre-filled] [Capacity in Kw]

… … … … …

Note:
 Price Bid shall be filled with an MS Excel based document that shall be uploaded on the E- Procurement
Website in the Price Bid section.
 The Bidder shall provide information in the yellow-highlighted cells only as shown in the MS Excel based
Price Bid.
 In case a Bidder does not quote a tariff in the space earmarked for the same, then the Price Bids shall
be liable for rejection and shall not be considered for any further evaluation.
 Kindly note that the Bidder must fill the details of the project in the space provided for the same capturing
the details of the Project such as the Name of the DISCOM, Name of the District. Name of the Division,
Name of 33/11 kV Substation etc. exactly as per the list given in Annexure Clause 5.7, else the Bidder
shall be liable for rejection. In case a Bidder select the option of “blank cell” against the name of the 33/11
kV Substation,then such 33/11 kV Substations shall not be considered for any further evaluation.
 The Bidder can refer to BDS Clause 2.1.5 and the relevant clauses in the RFP.
 NIT No.: TPCODL/P&S/1000000493/23-24

5.3. PPA and LLA

5.3.1. The copy of the Indicative PPA is enclosed herewith. The format for Performance Security is enclosed in
the indicative PPA.
5.3.2. The copy of the PPA is enclosed is enclosed herewith.
 NIT No.: TPCODL/P&S/1000000493/23-24
5.4. Pre-bid Form
Pre-bid queries
(To be submitted on the letterhead of the Bidder, if available)
Date: [DD MMM YYYY]

RFP No.: [insert RFP No.] dated [DD MMM YYYY]

To

Sub: Submission of pre-bid queries for the selection of Solar Power Generator (SPG) for the development of
Project under KUSUM-A scheme in Odisha on Build-Own-Operate (B-O-O) basis
We are pleased to submit the following pre-bid queries:
Sl. No. Clause Page Clause Clarification sought Rationale
no. no.
1
2
3
4
5

Place: [insert place] [sign here]

Signature
Name of Authorized Signatory: [insert name]
Designation: [insert designation]
Name of the Bidder: [insert Bidder’s legal entity name]
Seal: [insert seal of the Bidder]
 NIT No.: TPCODL/P&S/1000000493/23-24

5.5. MNRE Technical Standards

Technical Parameter of photovoltaic solar module and various other components for use in grid
connected solar power plants
All components of the PV plant shall be in accordance with technical specifications given in relevant IS/IEC
Standards. The design and commissioning also shall be as per latest IEC/IS standards. The following are some
of the technical measures required to ensure quality of the major components used in grid connected solar power
Projects.
1. PV Module Qualification
The PV modules used in the grid connected solar power Projects must qualify to the latest edition of any of the
following IEC PV module qualification test or equivalent BIS standards.
Crystalline Silicon Solar Cell Modules IEC 61215
Thin Film Modules IEC 61646
Concentrator PV modules IEC 62108
In addition, PV modules must qualify to IEC 61730 for safety qualification testing @1000 V DC or higher. For the
PV modules to be used in a highly corrosive atmosphere throughout their lifetime, they must qualify to IEC 61701.
2. Power Conditioners/ Inverters
The Power Conditioners/Inverters of the SPV power plants must conform to the latest edition of IEC/ equivalent
BIS Standards as specified below:
Efficiency Measurements IEC 61683
Environmental Testing IEC 60068-2/ IEC 62093
Electromagnetic Compatibility IEC 61000-6-2, IEC 61000-6-4
(EMC)
Electrical Safety IEC 62103/ 62109-1&2
Protection against Islanding of IEEE1547/IEC 62116/ UL1741 or equivalent EN/BIS
Grid Standards
LVRT Compliance As per the latest CERC Guidelines/ Order/
Regulations
Grid Connectivity Relevant CERC Regulations (including LVRT
Compliance) and Grid Code as amended and revised from
time to time.
Rated capacity Nominal/Rated output power of the inverter (if different
power ratings are mentioned at different temperatures, then
power rating at 500 C shall be considered) in kW will be
considered as inverter rated capacity.

3. Cables and connectors:

All cables and connectors for used for installation of solar field must be of solar grade which can withstand harsh
environment conditions for 25 years and voltages as per latest IEC standards. (Note: IEC Standard forDC cables
for PV systems is under development. It is recommended that in the interim, the Cables of 600-1800Volts DC for
outdoor installations should comply with the EN50618/ TUV 2pfg 1169/08/07 or equivalent IS for service life
expectancy of 25 years)
4. Other Sub-systems/Components
Other subsystems/components used in the SPV power plants (Cables, Connectors, Junction Boxes, Surge
Protection Devices, etc.) must also conform to the relevant international/national Standards for Electrical Safety
besides that for Quality required for ensuring Expected Service Life and Weather Resistance
 NIT No.: TPCODL/P&S/1000000493/23-24

5. Authorized Test Centres

The PV modules / Power Conditioners deployed in the power plants must have valid test certificates for their
qualification as per above specified IEC/ BIS Standards by one of the NABL Accredited Test Centres in India.
In case of module types/ equipment for which such Test facilities may not exist in India at present, test certificates
from reputed ILAC Member body accredited Labs abroad will be acceptable.
6. Warranty

 PV modules used in grid connected solar power plants must be warranted for peak output wattage,
which should not be less than 90% at the end of 10 years and 80% at the end of 25 years.
 The modules shall be warranted for at least 10 years for failures due to material defects and
workmanship.

 The mechanical structures, electrical works and overall workmanship of the grid solar power plants
must be warranted for a minimum of 5 years.

 The Inverters/PCUs installed in the solar power plant must have a warranty for 5 years.
7. Identification and Traceability
Each PV module used in any solar power Project must use a RF identification tag. The following information must
be mentioned in the RFID used on each module (This can be inside or outside the laminate, but must be able to
withstand harsh environmental conditions):
i. Name of the manufacturer of PV Module
ii. Name of the Manufacturer of Solar cells
iii. Month and year of the manufacture (separately for solar cells and module)
iv. Country of origin (separately for solar cells and module)
v. I-V curve for the module at Standard Test Condition (1000 W/m2, AM 1.5, 250C)
vi. Wattage, Im, Vm and FF for the module
vii. Unique Serial No. and Model No. of the module
viii. Date and year of obtaining IEC PV module qualification certificate
ix. Name of the test lab issuing IEC certificate
x. Other relevant information on traceability of solar cells and module as per ISO 9000
Site owners would be required to maintain accessibility to the list of Module IDs along with the aboveparametric
data for each module.
8. Performance Monitoring
As part of the performance monitoring, the following shall be carried out:
a. The SPG shall maintain the list of Module IDs along with performance characteristic data for each module.
This data shall be submitted to MNRE.
b. The SPGs must install necessary equipment to continuously measure solar radiation on module plane,
ambient temperature, wind speed and other weather parameters and simultaneously measure the generation of
DC power as well as AC power generated from the plant. They will be required to submit this data to MNRE
online and/or through a report on regular basis every month for the entire duration of PPA.
c. The SPGs shall provide access to MNRE or their authorized representatives for installing any additional
monitoring equipment to facilitate on-line transfer of data.
d. All data shall be made available as mentioned above for the entire duration of the PPA.
e. The plant SCADA should be Open Platform Communications (OPC) compliant with standard DNP3 and
 NIT No.: TPCODL/P&S/1000000493/23-24
modbus control interfaces over TCP/ IP having the provision to add protocol converters to implement custom
and secure communications protocol standard for providing real time online data (including but not limited to
irradiance, plant generation (instantaneous/daily/monthly/yearly), daily peak generation, temperature, windspeed
etc.) to MNRE
f. Fibre Optic Ethernet Ring network (Managed type Ethernet switches in each Control Room) should be provided
between MCR & Inverter Control Rooms.
g. Web-based monitoring should be available, which should not be machine dependent. The web-based
monitoring should provide the same screens as available in the plant. Also, it should be possible to download
reports from a remote web-client in PDF or Excel format
9. Safe Disposal of Solar PV Modules:
The SPG will ensure that all Solar PV modules from their plant after their ‘end of life’ (when they become defective/
non-operational/ non-repairable) are disposed in accordance with the “e-waste (Management and Handling)
Rules, 2011” notified by the Government and as revised and amended from time to time.
 NIT No.: TPCODL/P&S/1000000493/23-24

5.6. Consortium/ JV Agreement

Consortium/ JV Agreement

(To be submitted on a non-judicial stamp paper of appropriate value as per The Indian Stamp Act,1899 relevant
to the place of execution. The stamp paper shall be purchased in the name of the Lead Member only.)

Signature and stamp of the notary of the place of execution [insert place] dated [DD MMM YYYY]

Date: [DD MMM YYYY]

RFP No.: [insert RFP No.] dated [DD MMM YYYY]
Ref. No. [insert LoA no. for intimation on being a Successful Bidder] dated [DD MMM YYYY]

This [Consortium/ JV] Agreement is entered into on this [DD] day of [MMM] month, year [YYYY]

Amongst

[Name of the Lead Member] incorporated under The Companies Act, [1956/ 2013] having its registered office at
[address of the registered office] (hereinafter referred to as the “First Party” which expression shall, unless
repugnant to the context include its successors and permitted assigns)

AND

[Name of the Other Member 1] incorporated under The Companies Act, [1956/ 2013] having its registered office
at [address of the registered office] (hereinafter referred to as the “Second Party” which expression shall, unless
repugnant to the context include its successors and permitted assigns)

AND

[Name of the Other Member 2] incorporated under The Companies Act, [1956/ 2013] having its registered office
at [address of the registered office] (hereinafter referred to as the “Third Party” which expression shall, unless
repugnant to the context include its successors and permitted assigns)

AND

The above-mentioned First Party, Second Party and Third Party … are collectively referred to as the “Parties”
and each is individually referred to as a “Party”

WHEREAS,

The Parties are interested in jointly developing the Project as members of the Consortium/ JV and in accordance
with the terms and conditions of the Bidding Documents.

It is a necessary condition under the RFP that the members of the Consortium shall enter into a Consortium/ JV
Agreement and furnish a copy thereof as per ITB Clause 1.6.2.

NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations

In this Consortium/ JV Agreement, the capitalized terms shall, unless the context otherwise requires, have
the meaning ascribed thereto under the Bidding Documents.
2. Consortium/ JV
The Parties do hereby irrevocably constitute a consortium/ JV (“Consortium/ JV”) for the purposes of
jointly developing the Project.
 NIT No.: TPCODL/P&S/1000000493/23-24

The Parties hereby submitted their Bids only through this Consortium/ JV and not individually and/ or
through any other consortium constituted for this Project, either directly or indirectly or through any of their
Group Business Entity.

3. Covenants
The Parties hereby undertake that the Bidder being selected as the Successful Bidder shall form a new SPV
by the members of the Consortium/ JV mandatorily for developing the Project under The Companies Act,
2013. The Successful Bidder shall submit the registration certificate of the SPV within a maximum time
period of sixty (60) Days from the date of LoA. Further, the Bidder shall submit the PAN and GST certificate
of the SPV within a maximum time period of sixty (60) Days from the date of LoA.
4. Role of the Parties
The Parties hereby undertake to perform the roles and responsibilities as described in the Bidding
Documents. The First Party shall be the Lead member of the Consortium/ JV and shall have the power of
attorney from all the Other Members for conducting all business for and on behalf of the Consortium/ JV
for developing the Project;

5. Joint and Several Liability

The Parties do hereby undertake to be jointly and severally responsible for all obligations and liabilities
relating to the Project and in accordance with the terms of the Bidding Document.
6. Shareholding in the SPV
The Parties agree that the proportion of shareholding among the Parties in the SPV shall be as follows:

Name of the Parties Role of the Parties % of subscribed and paid up equity share
capital of the Consortium/ JV
[Insert the name of the Lead Member
Lead Member]
[Insert the name of the Other Member 1
Other Member 1]
[Insert the name of the Other Member 2
Other Member 2]
… … …

The Parties undertake that the members in the Consortium/ JV shall hold the above % of subscribed and
paid up equity share capital of the Consortium/ JV at all times until first one (1) year of operation from COD.

7. Representation of the Parties

Each Party represents to the other Parties as of the date of this Consortium/ JV Agreement that:

a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation
and has all requisite power and authority to enter into this Consortium/ JV Agreement;

b) The execution, delivery and performance by such Party of this Consortium/ JV Agreement has been
authorized by all necessary and appropriate corporate or governmental action and a copy of the
extract of the charter documents including the power of attorney and board resolution in favour of
the person executing this Consortium/ JV Agreement for the delegation of power and authority to
execute this Consortium/ JV Agreement on behalf of the Consortium Member is annexed to this
Agreement, and will not, to the best of its knowledge:

i. require any consent or approval not already obtained;

 NIT No.: TPCODL/P&S/1000000493/23-24

ii. violate any Applicable Law presently in effect and having applicability to it;

iii. violate the memorandum and articles of association, by-laws or other applicable
organizational documents thereof;

iv. violate any clearance, permit, concession, grant, license or other governmental
authorization, approval, judgment, order or decree or any mortgage agreement,
indenture or any other instrument to which such Party is a party or by which such Party
or any of its properties or assets are bound or that is otherwise applicable to such Party;
or

v. create or impose any liens, mortgages, pledges, claims, security interests, charges or
Encumbrances or obligations to create a lien, charge, pledge, security interest,
encumbrances or mortgage in or on the property of such Party, except for encumbrances
that would not, individually or in the aggregate, have a material adverse effect on the
financial condition or prospects or business of such Party so asto prevent such Party
from fulfilling its obligations under this Consortium/ JV Agreement;

c) This Consortium/ JV Agreement is the legal and binding obligation of such Party, enforceable in
accordance with its terms against it; and

8. Termination
This Consortium/ JV Agreement shall be effective from the date hereof and shall continue in full force and
effect until first one (1) year of operation from COD.

9. Miscellaneous
This Consortium/ JV Agreement shall be governed by laws of India.

The Parties acknowledge and accept that this Consortium/ JV Agreement shall not be amended by the
Parties without the prior written consent of TPCODL or DISCOM.

IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED BY THE AUTHORIZED SIGNATORY OF THE RESPECTIVE PARTIES

For and on behalf of Lead Member For and on behalf of Other Member For and on behalf of Other Member
by: 1 by: 2 by:

Name: Name: Name:

Designation: Designation: Designation:
Company: Company: Company:

In the presence of witnesses:

Name: Name:
Designation: Designation:
Company: Company:

Notes:
1. The mode of the execution of the Consortium/ JV Agreement shall be in accordance with the procedure,
if any, laid down by the Applicable Law and the charter documents of the executant(s) and when it is so
required, the same should be under common seal affixed in accordance with the required procedure.
2. This shall be supported by the power of attorneys along with the board resolutions issued by the
respective Companies in favour of the respective authorized signatories to execute this Consortium/ JV
Agreement.
 NIT No.: TPCODL/P&S/1000000493/23-24

5.7. List of the 33/11 kV DISCOM substations

The list of the 33/11 kV Discom substations with declared capacity is given below:

Sl. Name of the Name of the Notified injection

Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
1 TPCODL PURI NED, Nimapara Nimapara 4
2 TPCODL PURI NED, Nimapara Pipili 4
3 TPCODL CUTTACK AED, Atthagarh Atthagarh 4
4 TPCODL CUTTACK CED, Cuttack Balichandrapur 4
5 TPCODL PURI NED, Nimapara Kakatpur 3
6 TPCODL PURI NED, Nimapara Balipatna 3
7 TPCODL CUTTACK SED, Salipur Nischintkoili 3
8 TPCODL CUTTACK SED, Salipur Orikanta 3
9 TPCODL CUTTACK AED, Atthagarh Badamba 3
10 TPCODL DHENKANAL DED, Dhenkanal Gundichapada 3
11 TPCODL DHENKANAL DED, Dhenkanal Bhuban 3
12 TPCODL ANGUL AED, Angul Chhendipada 3
13 TPCODL ANGUL AED, Angul Hemsarpada 3
14 TPCODL ANGUL TED, Chainpal Banarapal 3
15 TPCODL ANGUL TED, Chainpal Talcher, Hatatota-I 3
16 TPCODL ANGUL TED, Chainpal Kaniha 3
17 TPCODL NAYAGARH NED, Nayagarh Odogaon 3
18 TPCODL NAYAGARH NED, Nayagarh Itamati 3
19 TPCODL JAGATSINGHPUR JED, Jagatsinghpur Jagatsinghpur 3
20 TPCODL JAGATSINGHPUR JED, Jagatsinghpur Balikuda 3
21 TPCODL PURI NED, Nimapara Konark 2
22 TPCODL PURI NED, Nimapara Balakati 2
23 TPCODL PURI NED, Nimapara Bayakuda 2
24 TPCODL CUTTACK SED, Salipur Bahugram-I 2
25 TPCODL CUTTACK SED, Salipur Bahugram-II 2
26 TPCODL CUTTACK SED, Salipur Salipur 2
27 TPCODL CUTTACK SED, Salipur Mahanga 2
28 TPCODL CUTTACK AED, Atthagarh Kanpur 2
29 TPCODL CUTTACK AED, Atthagarh Narshinghpur 2
30 TPCODL CUTTACK AED, Atthagarh Narangabasta 2
31 TPCODL CUTTACK AED, Atthagarh Khuntuni 2
32 TPCODL CUTTACK AED, Atthagarh Tigiria 2
33 TPCODL CUTTACK AED, Atthagarh Nuapatna 2
34 TPCODL CUTTACK AED, Atthagarh Khuntakata 2
35 TPCODL CUTTACK CED, Cuttack Adaspur 2
36 TPCODL CUTTACK CED, Cuttack Niali 2
37 TPCODL CUTTACK CED, Cuttack Damodarpur 2
38 TPCODL CUTTACK CED, Cuttack Tangi 2
39 TPCODL CUTTACK CED, Cuttack Badachana 2
40 TPCODL CUTTACK CED, Cuttack Chhatia 2
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
41 TPCODL CUTTACK CED, Cuttack Choudwar 2
42 TPCODL DHENKANAL DED, Dhenkanal Gondia 2
43 TPCODL DHENKANAL DED, Dhenkanal Joranda 2
44 TPCODL DHENKANAL DED, Dhenkanal Hindol Road 2
45 TPCODL DHENKANAL DED, Dhenkanal Hindol 2
46 TPCODL DHENKANAL DED, Dhenkanal Kamakhyanagar 2
47 TPCODL DHENKANAL DED, Dhenkanal Badasuanla 2
48 TPCODL DHENKANAL DED, Dhenkanal Mathakaragola 2
49 TPCODL DHENKANAL DED, Dhenkanal Pandua 2
50 TPCODL ANGUL AED, Angul Jarapada 2
51 TPCODL ANGUL AED, Angul Badakera 2
52 TPCODL ANGUL TED, Chainpal Chainpal 2
53 TPCODL ANGUL TED, Chainpal South Balanda 2
54 TPCODL ANGUL TED, Chainpal Parjanga 2
55 TPCODL ANGUL TED, Chainpal Danara 2
56 TPCODL PURI PED, Puri Sakhigopal 2
57 TPCODL PURI PED, Puri Chandanpur 2
58 TPCODL PURI PED, Puri Delanga 2
59 TPCODL PURI PED, Puri Kanasa 2
60 TPCODL PURI PED, Puri Brahmagiri 2
61 TPCODL NAYAGARH NED, Nayagarh Saranakul 2
62 TPCODL NAYAGARH NED, Nayagarh Dasapalla 2
63 TPCODL NAYAGARH NED, Nayagarh Khandapara 2
64 TPCODL NAYAGARH NED, Nayagarh Bologarh 2
65 TPCODL KHORDHA KED, Khordha Harirajpur 2
66 TPCODL KHORDHA KED, Khordha Tirumal 2
67 TPCODL KHORDHA KED, Khordha Jankia 2
68 TPCODL KHORDHA KED, Khordha Mallipara 2
69 TPCODL KHORDHA KED, Khordha Naranagada 2
70 TPCODL KHORDHA KED, Khordha Raja Sunakhala 2
71 TPCODL KHORDHA KED, Khordha Sunadei mundia 2
72 TPCODL KHORDHA KED, Khordha Jatamundia 2
73 TPCODL KHORDHA KED, Khordha Dadhimachagadia 2
74 TPCODL KHORDHA BED, Balugaon Nachuni 2
75 TPCODL KHORDHA BED, Balugaon Tangi 2
76 TPCODL KHORDHA BED, Balugaon Ranapur 2
77 TPCODL KHORDHA BED, Balugaon Ankulapadar 2
78 TPCODL KENDRAPARA KED-I, Kendrapara Danpur 2
79 TPCODL KENDRAPARA KED-I, Kendrapara Pattamundai 2
80 TPCODL KENDRAPARA KED-I, Kendrapara Aadhajori 2
81 TPCODL KENDRAPARA KED-I, Kendrapara Rajkanika 2
82 TPCODL KENDRAPARA KED-I, Kendrapara Rajnagar 2
83 TPCODL CUTTACK KED-II, Marshaghai Luna 2
84 TPCODL CUTTACK KED-II, Marshaghai Marshaghai 2
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
85 TPCODL CUTTACK KED-II, Marshaghai Korua 2
86 TPCODL JAGATSINGHPUR JED, Jagatsinghpur Biridi 2
87 TPCODL JAGATSINGHPUR JED, Jagatsinghpur Ragunathpur 2
88 TPCODL JAGATSINGHPUR JED, Jagatsinghpur Jogdhari 2
89 TPCODL JAGATSINGHPUR JED, Jagatsinghpur Nabapatna 2
90 TPCODL JAGATSINGHPUR JED, Jagatsinghpur Naugaon 2
91 TPCODL JAGATSINGHPUR PED,Paradeep Paradeep 2
92 TPCODL JAGATSINGHPUR PED,Paradeep Kujanga 2
93 TPCODL JAGATSINGHPUR PED,Paradeep Tirtol 2
94 TPCODL JAGATSINGHPUR PED,Paradeep Rahama 2
TPCODL Total 212 MW
95 TPNODL BALASORE BTED,Basta LANGALESWAR 4
96 TPNODL BALASORE BTED,Basta BALIAPAL 4
97 TPNODL BALASORE SED,Soro Bishnupur 3
98 TPNODL JAJPUR JRED,Jajpur Road Ragadi 3
99 TPNODL JAJPUR JRED,Jajpur Road Marthapur 3
100 TPNODL MAYURBHANJ BPED,Baripada SAPANICHUA (ODSSP) 3
101 TPNODL MAYURBHANJ BPED,Baripada BHALIASOLE (ODSSP) 3
102 TPNODL MAYURBHANJ BPED,Baripada SARAGACHIDA (ODSSP) 3
103 TPNODL MAYURBHANJ BPED,Baripada RANDASAHI (ODSSP) 3
104 TPNODL MAYURBHANJ BPED,Baripada MERDA(ANLA) ODSSP 3
105 TPNODL MAYURBHANJ UED,Udala SARAT 3
106 TPNODL MAYURBHANJ UED,Udala AMBADALI (ODSSP) 3
107 TPNODL MAYURBHANJ RED,Rairangpur GORUMAHISANI 3
108 TPNODL BHADRAK BNED,Bhadrak Basudevpur 3
109 TPNODL BALASORE BED Balasore Swadhinpadia 33/11KV S/s 2
110 TPNODL BALASORE CED, Balasore Ajodhya 2
111 TPNODL BALASORE BTED,Basta Basta I 2
112 TPNODL BALASORE JED, Jaleswar Nampo 2
113 TPNODL BALASORE JED, Jaleswar Shamnagar 2
114 TPNODL BALASORE JED, Jaleswar Mohagab (ODSSP) 2
115 TPNODL BALASORE SED,Soro Pitakalia 2x5MVA 2
116 TPNODL BALASORE SED,Soro Khaira 2
117 TPNODL JAJPUR JRED,Jajpur Road Haripur 2
118 TPNODL JAJPUR JTED,Jajpur town JAJPUR TOWN 2
119 TPNODL JAJPUR JTED,Jajpur town BASANTIPADIA 2
120 TPNODL JAJPUR KUED,Kuakhia Mathasahi 2
121 TPNODL JAJPUR KUED,Kuakhia Ratnagiri 2
122 TPNODL JAJPUR KUED,Kuakhia Aruha 2
123 TPNODL JAJPUR KUED,Kuakhia Kabatabandha 2
124 TPNODL JAJPUR KUED,Kuakhia Chadheidhara 2
125 TPNODL MAYURBHANJ BPED,Baripada SAMAKHUNTA 2
126 TPNODL MAYURBHANJ BPED,Baripada KOSHTA 2
127 TPNODL MAYURBHANJ BPED,Baripada CHANDUA(RGGVY) 2
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
DHANGRIDSOLE
128 TPNODL MAYURBHANJ BPED,Baripada 2
(JHARPOKHRIA)
129 TPNODL MAYURBHANJ BPED,Baripada RASAGOBINDAPUR 2
130 TPNODL MAYURBHANJ BPED,Baripada GAONAMARDA (ODSSP) 2
131 TPNODL MAYURBHANJ BPED,Baripada BETNOTI 2
132 TPNODL MAYURBHANJ BPED,Baripada KOCHILAKHUNTA 2
133 TPNODL MAYURBHANJ UED,Udala NUDUDIHA 2
134 TPNODL MAYURBHANJ UED,Udala KHUNTA 2
135 TPNODL MAYURBHANJ UED,Udala KERKO 2
136 TPNODL MAYURBHANJ UED,Udala PURUNABARIPADA 2
137 TPNODL MAYURBHANJ RED,Rairangpur KULDIHA 2
138 TPNODL MAYURBHANJ RED,Rairangpur JAMDA 2
139 TPNODL MAYURBHANJ RED,Rairangpur BISOI 2
140 TPNODL MAYURBHANJ RED,Rairangpur BADAMPAHAR 2
141 TPNODL MAYURBHANJ RED,Rairangpur SUKRULI 2
142 TPNODL BHADRAK BSED,Bhadrak Dahala 2
143 TPNODL BHADRAK BSED,Bhadrak Manjuri road(ODSSP) 2
144 TPNODL BHADRAK BSED,Bhadrak Malada (ODSSP) 2
145 TPNODL BHADRAK BSED,Bhadrak Chhayalsingh 2
146 TPNODL BHADRAK BSED,Bhadrak Nilak (ODSSP) 2
147 TPNODL BHADRAK BNED,Bhadrak Asura (ODSSP) 2
148 TPNODL BHADRAK BNED,Bhadrak Dhamara 2
149 TPNODL BHADRAK BNED,Bhadrak Jashipur 2
150 TPNODL BHADRAK BNED,Bhadrak Matto (ODSSP) 2
151 TPNODL KENDUJHAR AED,Annadapur Ramachandrapur 2
152 TPNODL KENDUJHAR JED,Joda Hirakud Colony, Joda 2
153 TPNODL KENDUJHAR JED,Joda Sundara, Barbil 2
154 TPNODL KENDUJHAR JED,Joda Bhadrasahi 2
155 TPNODL KENDUJHAR KED,Keonjhar Khiritangari 2
156 TPNODL KENDUJHAR KED,Keonjhar Raisuan 2
157 TPNODL KENDUJHAR KED,Keonjhar Naranpur 2
TPNODL Total 142 MW
158 TPSODL RAYAGADA RED Seriguda (CAPEX) 14
159 TPSODL RAYAGADA RED Lokaguda (Odssp) 14
160 TPSODL RAYAGADA RED Pitamahal 11
161 TPSODL GANJAM GNED, Chatrapur Baulagam 9
162 TPSODL GANJAM HED Hinjili 9
163 TPSODL RAYAGADA RED Jhimidipeta (Odssp) 9
164 TPSODL RAYAGADA RED Chandrapur 9
165 TPSODL KORAPUT JED Kotapad 8
166 TPSODL GAJAPATI PKED PARALAKHEMUNDI(OLD) 8
167 TPSODL GANJAM HED K. KARADAKANA 8
168 TPSODL GANJAM HED S. AMBAGAON 8
169 TPSODL GANJAM BNED Gobindapur 8
170 TPSODL GANJAM GNED, Chatrapur Chatrapur 7
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
171 TPSODL GANJAM GSED DIGAPAHANDI 7
172 TPSODL RAYAGADA RED Sikarpai 7
173 TPSODL BOUDH BOED Rambhikata 7
174 TPSODL GAJAPATI PKED SOBARA 6
175 TPSODL GANJAM HED PUDINGI 6
176 TPSODL GANJAM GNED, Chatrapur Ramchandrapur 6
177 TPSODL GANJAM PSED POLOSORA 6
178 TPSODL GANJAM GSED Jarada 6
179 TPSODL KORAPUT JED Old Control Room 6
180 TPSODL KORAPUT KED Podagada (ODSSP) 6
181 TPSODL GANJAM BED-I Medical 6
182 TPSODL BOUDH BOED BAGHIAPADA 6
183 TPSODL GANJAM AED-II KS NAGAR 5
184 TPSODL GANJAM BED-I Narendrapur 5
185 TPSODL GANJAM BED-III Mantridi/Golanthara 5
186 TPSODL GANJAM GSED Surangi 5
187 TPSODL NABARANGAPUR NED Adhikari Guda 5
188 TPSODL KORAPUT JED Dangaguda 5
189 TPSODL KORAPUT JED Challanguda 5
190 TPSODL RAYAGADA RED Ambadola (odssp) 5
191 TPSODL KORAPUT JED Dasmantpur (ODSSP) 5
Sumandala(tap from
192 TPSODL GANJAM PSED 5
Beguniapada PSS 17KM)
193 TPSODL GANJAM PSED KODALA 5
Chirikipada (ODSSP)4.2KM TAP
194 TPSODL GANJAM PSED 5
FRM POLOSORA PSS
195 TPSODL NABARANGAPUR NED Medena 5
196 TPSODL GANJAM BNED KBPUR 5
197 TPSODL RAYAGADA RED Kasipur 5
198 TPSODL GANJAM GSED Patrapur 4
199 TPSODL GANJAM AED-II BUGUDA 4
200 TPSODL GANJAM GSED PUDAMARI 4
201 TPSODL GANJAM BNED JNPRASAD 4
202 TPSODL GANJAM GSED Sidheswar 4
203 TPSODL NABARANGAPUR NED Beheda (Odssp) 4
204 TPSODL GANJAM PSED BEGUNIAPADA 4
Khariguma(tap from khariguma0
205 TPSODL GANJAM AED-I 4
.3KM)
206 TPSODL KANDHAMALA PED KARADA 4
207 TPSODL KANDHAMALA PED SARANGAGADA 4

208 TPSODL KANDHAMALA PED DAHAPADAR/GUNJUGUD A 4

209 TPSODL RAYAGADA GED GUNUPUR 4

Sanamasigaon (ODSSP)(NOW
210 TPSODL NABARANGAPUR NED 3
NBPUR-II)
Dongerbheja/ Nandahandi
211 TPSODL NABARANGAPUR NED 3
(RGGVY)
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
212 TPSODL GANJAM BED-II Ambagada 3
213 TPSODL GANJAM BED-III Kukudakhandi 3
214 TPSODL GANJAM BNED SORADA 3

215 TPSODL KORAPUT JED New Bus Stand (Burial Ground) 3

216 TPSODL GANJAM BNED BD PUR 3

217 TPSODL GANJAM BED-II Corporation Road (CAPEX) 3
218 TPSODL GANJAM GNED, Chatrapur Khalikote 3
219 TPSODL GAJAPATI PKED NUAGADA 3
220 TPSODL RAYAGADA GED Dambasara (odssp) 3
221 TPSODL BOUDH BOED Jannapanka 3
222 TPSODL GAJAPATI PKED PARALAKHEMUNDI(NEW) 3
223 TPSODL GAJAPATI PKED Uppalada 3
224 TPSODL GAJAPATI PKED Kharda 3
225 TPSODL GANJAM AED-I NUAGAM 3
226 TPSODL GANJAM BED-III Jagapur 3
227 TPSODL GANJAM BED-III Konishi 3
228 TPSODL GANJAM BED-II [Link] 3
229 TPSODL BOUDH BOED BOUDH 3
230 TPSODL KORAPUT JED Gumuda 3
231 TPSODL NABARANGAPUR NED Raighar 2
232 TPSODL GANJAM PSED TARATARINI 2
233 TPSODL GAJAPATI PKED [Link] 2
234 TPSODL GANJAM BED-II Luchapada 2

Chanda handi (RGGVY)FRM

235 TPSODL NABARANGAPUR NED 2
JHARIGAM PSS

236 TPSODL RAYAGADA RED TIKIRI/SORISAPADAR 2

237 TPSODL GAJAPATI PKED GUMMA 2
Kosagumuda(FRM KOTAPAD
238 TPSODL NABARANGAPUR NED 2
PSS)
239 TPSODL GANJAM HED SHERAGADA 2
240 TPSODL BOUDH BOED Manmunda 2

241 TPSODL NABARANGAPUR NED Tentulikhunti(NOW NBPUR- I) 2

242 TPSODL RAYAGADA GED Kailaspur 2

243 TPSODL GANJAM BNED BELLAGUNTHA 2
244 TPSODL BOUDH BOED Kantamala 2
245 TPSODL RAYAGADA RED Bissama cuttack 2
DABUGAM(EARLIER NBPUR
246 TPSODL NABARANGAPUR NED 2
PSS)
247 TPSODL RAYAGADA GED Gudari 2
CHUTIAGUDA (ODSSP)(NOW
248 TPSODL NABARANGAPUR NED 2
NBPUR-II)
249 TPSODL KANDHAMALA PED CHAKAPADA 2
250 TPSODL RAYAGADA RED NUAPADA 2
251 TPSODL KORAPUT JED Randhapalli 2
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
252 TPSODL GANJAM PSED PSPUR 2
253 TPSODL GANJAM AED-I BALISIRA 2
254 TPSODL KANDHAMALA PED SANKARAKHOL 2
255 TPSODL KANDHAMALA PED KALINGA 2
256 TPSODL KANDHAMALA PED KNUAGAM 2
257 TPSODL KANDHAMALA PED Gutingia 2
258 TPSODL GANJAM BED-I UNIVERSITY 2
259 TPSODL GAJAPATI PKED KASINAGAR 2
260 TPSODL GAJAPATI PKED CHELIGADA 2
261 TPSODL KANDHAMALA PED TIKABALI 2
262 TPSODL GANJAM PSED Pratappur/Balia (ODSSP) 2
263 TPSODL GANJAM GSED CHIKITI 2
264 TPSODL RAYAGADA RED Dangasorada 2
265 TPSODL KANDHAMALA PED PHIRINGIA 2
266 TPSODL NABARANGAPUR NED Nabarangpur 2
267 TPSODL KANDHAMALA PED PHULBANI 2
268 TPSODL KORAPUT KED Analabadi 2
269 TPSODL GANJAM HED ADAPADA 2
270 TPSODL KANDHAMALA PED KOTAGADA 2
271 TPSODL KANDHAMALA PED KHAJURIPADA 2
272 TPSODL GANJAM BNED LALSING 2
273 TPSODL GANJAM AED-I DHARAKOTE 2
274 TPSODL RAYAGADA RED Therubali 2
275 TPSODL GANJAM HED GONDALA 2
276 TPSODL RAYAGADA RED Muniguda 2
277 TPSODL KORAPUT JED Borigumma 2
278 TPSODL KANDHAMALA PED RAIKIA 2
279 TPSODL KANDHAMALA PED TUMUDIBANDHA 2
280 TPSODL KORAPUT KED Kolab Nagar 2
281 TPSODL RAYAGADA RED Mega Food park 2
282 TPSODL NABARANGAPUR NED Umerkote 2
283 TPSODL KANDHAMALA PED [Link] 2
284 TPSODL BOUDH BOED CHARICHHAK 2
TPSODL Total 491 MW
285 TPWODL BARGARH BWED, BARGARH BARAPALI 23
286 TPWODL SUNDARGARH RED,Rourkela Power House 33/11KV S/S 21
287 TPWODL SAMBALPUR SED AINTHPALI 18
288 TPWODL BARGARH BED, BARGARH BHATLI 18
289 TPWODL BARGARH BWED, BARGARH PADAMPUR 18
290 TPWODL SAMBALPUR SEED PUTIBANDH 17
291 TPWODL JHARSUGUDA JHARSUGUDA DIVISION SARASMAL 17
292 TPWODL BARGARH BWED, BARGARH PAIKMAL 17
293 TPWODL SUNDARGARH RED,Rourkela Bisra 16
294 TPWODL BARGARH BED, BARGARH TURUNGA 15
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
295 TPWODL BARGARH BED, BARGARH ATTABIRA 15
296 TPWODL SUNDARGARH RED,Rourkela CHHEND 15
297 TPWODL SUNDARGARH SUNDARGARH SANKARA 15
298 TPWODL BARGARH BWED, BARGARH SOHELA 14
299 TPWODL SUNDARGARH RED,Rourkela REC 14
300 TPWODL BARGARH BWED, BARGARH BIJEPUR 13
301 TPWODL BARGARH BED, BARGARH PADHANPALI (33/11) S/S 12
302 TPWODL BARGARH BED, BARGARH THUAPALI 12
303 TPWODL SUNDARGARH RED,RAJGANGPUR Rajgangpur 12
304 TPWODL BARGARH BWED, BARGARH GAISLET 11
305 TPWODL BARGARH BWED, BARGARH GHENSS (ODSSP) 11
306 TPWODL SUNDARGARH RSED,Rourkela Civil Township 11
307 TPWODL SUNDARGARH RSED,Rourkela Bonaigarh 11
308 TPWODL SUNDARGARH RSED,Rourkela Rajamunda 11
309 TPWODL SUNDARGARH RED,RAJGANGPUR IDC 11
310 TPWODL SUNDARGARH RED,RAJGANGPUR Vedbyas 11
311 TPWODL SUNDARGARH RED,RAJGANGPUR Birmitrapur 11
312 TPWODL BARGARH BED, BARGARH DIVISION (OLD S/S) 10
313 TPWODL BARGARH BWED, BARGARH JHARBANDH 10
314 TPWODL BARGARH BWED, BARGARH MELCHHAMUNDA 10
315 TPWODL BARGARH BWED, BARGARH SARANDAPALI (ODSSP) 10
316 TPWODL BARGARH BWED, BARGARH BALITIKRA (ODSSP) 10
317 TPWODL SUNDARGARH RED,Rourkela KOELNAGAR 10
318 TPWODL SUNDARGARH RSED,Rourkela PHD,PANPOSH 10
319 TPWODL SUNDARGARH SUNDARGARH Lefripara 10
320 TPWODL BARGARH BED, BARGARH RAYSABHA ODSSP 9
321 TPWODL BARGARH BWED, BARGARH DASMILE (ODSSP) 9
322 TPWODL SUNDARGARH RSED,Rourkela JALDA 9
323 TPWODL SUNDARGARH RED,RAJGANGPUR Kutra 9
324 TPWODL SUNDARGARH SUNDARGARH SUBDEGA 9
325 TPWODL SUNDARGARH SUNDARGARH Garjanbahal 9
BINKA
326 TPWODL SUBARNAPUR SED, SONEPUR 1X8MVA+1X5MVA+1X3.15 8
MVA
LALTIKRA
327 TPWODL BOLANGIR BED, BOLANGIR 8
1X8MVA+3X3.15MVA
328 TPWODL KALAHANDI KEED BHANGABARI 8
329 TPWODL JHARSUGUDA BNED,Brajrajnagar BELPAHAD 8
330 TPWODL BARGARH BED, BARGARH UDAYAPALI (ODSSP) 8
331 TPWODL BARGARH BED, BARGARH KHEDAPALI (ODSSP) 8
332 TPWODL BARGARH BED, BARGARH TORA (ODSSP) 8
333 TPWODL BARGARH BED, BARGARH KHUTLIPALI 8
334 TPWODL SUNDARGARH RED,RAJGANGPUR Otto India 8
335 TPWODL SUNDARGARH SUNDARGARH COLLEGE 33/ 11 KV S/S 8
336 TPWODL SUNDARGARH SUNDARGARH Sargipali 8
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)

337 TPWODL SUBARNAPUR SED, SONEPUR BMPUR 1X5MVA+2X3.15MVA 7

338 TPWODL BOLANGIR BED, BOLANGIR IND ESTATE 2X8MVA 7

339 TPWODL KALAHANDI KEED KESINGA 7

340 TPWODL BOLANGIR BED, BOLANGIR TUSURA 2X5MVA +1X3.15MVA 7

PATNAGARH
341 TPWODL BOLANGIR TED, TITILAGARH 7
1X8MVA+1X5MVA
342 TPWODL SAMBALPUR SED BURLA 7

343 TPWODL BOLANGIR TED, TITILAGARH TITLAGARH 1X8MVA+1X5MVA 7

CHHATAMAKHNA
344 TPWODL BOLANGIR BED, BOLANGIR 7
1X5MVA+1X3.15MVA
345 TPWODL BARGARH BED, BARGARH BHUKTA 7
346 TPWODL BARGARH BED, BARGARH DUNGRI 7
347 TPWODL BARGARH BED, BARGARH DIVISION NEW (ODSSP) 7
348 TPWODL BARGARH BED, BARGARH GODBHAGA 7

349 TPWODL SUNDARGARH RED,Rourkela Gopabandhupali 33/11KV S/S 7

350 TPWODL SUNDARGARH RED,Rourkela BASANTI 7

351 TPWODL SUNDARGARH RSED,Rourkela Industrial Estate 7
352 TPWODL SUNDARGARH RED,RAJGANGPUR Kuarnmunda 7
353 TPWODL SUNDARGARH RED,RAJGANGPUR Bargaon 7
SUNDARGARH SADAR 33/ 11
354 TPWODL SUNDARGARH SUNDARGARH 7
KV S/S
KANTABANJI
355 TPWODL BOLANGIR TED, TITILAGARH 6
1X8MVA+1X5MVA
356 TPWODL SAMBALPUR SED HIRAKUD 6
357 TPWODL JHARSUGUDA JHARSUGUDA DIVISION SARBAHAL 6
358 TPWODL JHARSUGUDA JHARSUGUDA DIVISION LOIKERA 6
SONEPUR
359 TPWODL SUBARNAPUR SED, SONEPUR 1X8MVA+1X5MVA+1X3.15 6
MVA
360 TPWODL KALAHANDI KEED AMATH(TUNDLA) 6
361 TPWODL JHARSUGUDA JHARSUGUDA DIVISION PURNA 6
BELGAON
362 TPWODL BOLANGIR TED, TITILAGARH 6
1X5MVA+1X3.15MVA
363 TPWODL KALAHANDI KWED BEHERA 6
364 TPWODL BARGARH BED, BARGARH AMBABANA ODSSP 6
365 TPWODL BARGARH BED, BARGARH KANDOPALA ODSSP 6
366 TPWODL BARGARH BED, BARGARH BHEDEN 6
367 TPWODL SUNDARGARH RSED,Rourkela Koira 6
368 TPWODL SUNDARGARH RED,RAJGANGPUR NUAGAON 6
369 TPWODL SUNDARGARH RED,RAJGANGPUR HATIBARI 6
370 TPWODL SAMBALPUR SED CHERUAPARA 5
371 TPWODL KALAHANDI KEED ATTANGGUDA 5
372 TPWODL KALAHANDI KWED MAHICHALA 5
373 TPWODL KALAHANDI KWED KALAMPUR 5
374 TPWODL JHARSUGUDA BNED,Brajrajnagar BRJARAJNAGAR 5
 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
375 TPWODL KALAHANDI KWED JUNAGARH 5
376 TPWODL BOLANGIR BED, BOLANGIR BEHERAPALI 2X5MVA 5

377 TPWODL SUBARNAPUR SED, SONEPUR KHARI 1X5MVA+1X3.15MVA 5

378 TPWODL SAMBALPUR SED GOSALA 5

379 TPWODL JHARSUGUDA JHARSUGUDA DIVISION KUCHINDA 5
AGALPUR
380 TPWODL BOLANGIR BED, BOLANGIR 5
1X5MVA+1X3.15MVA
381 TPWODL BOLANGIR BED, BOLANGIR CHUDAPALI 2X3.15MVA 5
382 TPWODL BARGARH BWED, BARGARH ANGUL (DABHA) ODSSP 5
383 TPWODL KALAHANDI KWED BADAKUTURU 5
384 TPWODL SUNDARGARH RSED,Rourkela Lathikata 5
385 TPWODL SUNDARGARH RSED,Rourkela Mahuldia 5
386 TPWODL SUNDARGARH RSED,Rourkela Tensa 5
387 TPWODL KALAHANDI KWED LADUGAON 4
388 TPWODL KALAHANDI KEED KUSADUNGURI 4
389 TPWODL SAMBALPUR SED BURLA MEDICAL 4

390 TPWODL SUBARNAPUR SED, SONEPUR ULUNDA 1X1.6MVA+1X5MVA 4

KHAPRAKHOL
391 TPWODL BOLANGIR TED, TITILAGARH 4
1X5MVA+1X3.15MVA
BELPADA
392 TPWODL BOLANGIR TED, TITILAGARH 1X5MVA+1X3.15MVA+1X1. 4
6MVA
393 TPWODL KALAHANDI KEED RUPRA ROAD 4

394 TPWODL KALAHANDI KEED MOHANGIRI (BANJAMUNDA) 4

395 TPWODL JHARSUGUDA BNED,Brajrajnagar DHULUNDA 4

DEOGAON
396 TPWODL BOLANGIR BED, BOLANGIR 4
1X3.15MVA+1X5MVA
397 TPWODL KALAHANDI KWED DHARAMGARH 4
LOISINGHA
398 TPWODL BOLANGIR BED, BOLANGIR 4
1X5MVA+2X3.15MVA

399 TPWODL BOLANGIR BED, BOLANGIR Power House(ODSSP) 2X8MVA 4

400 TPWODL SAMBALPUR SEED SASON 4

401 TPWODL BOLANGIR BED, BOLANGIR Salebhata(ODSSP) 2X5MVA 4

402 TPWODL SUBARNAPUR SED, SONEPUR PANDKITAL 2X3.15MVA 4

403 TPWODL SUBARNAPUR SED, SONEPUR TARVA 1X5MVA+1X3.15MVA 4

404 TPWODL SAMBALPUR SEED RAIRAKHOL 4

405 TPWODL SUNDARGARH SUNDARGARH Karamdihi 4
406 TPWODL SUNDARGARH SUNDARGARH KINJIRKELA 4
407 TPWODL JHARSUGUDA JHARSUGUDA DIVISION BAMRA 3
408 TPWODL KALAHANDI KEED NAKTIGUDA 3
409 TPWODL SAMBALPUR SEED PADIABAHAL 3
410 TPWODL KALAHANDI NED Sarabong 3

411 TPWODL BOLANGIR TED, TITILAGARH KHOLAN 1X5MVA+1X3.15MVA 3

 NIT No.: TPCODL/P&S/1000000493/23-24
Sl. Name of the Name of the Notified injection
Name of the Division Name of 33/11 kV Substation
No DISCOM District capacity (In MW)
412 TPWODL BOLANGIR TED, TITILAGARH SAINTALA 2X3.15MVA 3
413 TPWODL SUBARNAPUR SED, SONEPUR CHERUPALI 3X5MVA 3
414 TPWODL JHARSUGUDA JHARSUGUDA BADMAL 3
415 TPWODL JHARSUGUDA BNED,Brajrajnagar BANDHBAHAL 3
416 TPWODL KALAHANDI NED Bargaon 3
417 TPWODL DEOGARH DED Deogarh 3
418 TPWODL KALAHANDI KEED BANDHPARI 3
419 TPWODL JHARSUGUDA BNED,Brajrajnagar PANCHGAON 3
420 TPWODL BOLANGIR TED, TITILAGARH LATHORE 2X 3.15MVA 3
421 TPWODL KALAHANDI KWED CHARBAHAL 3
422 TPWODL SAMBALPUR SEED DHAMA 3
423 TPWODL JHARSUGUDA JHARSUGUDA DIVISION KOLABIRA 3
424 TPWODL KALAHANDI KWED JAIPATNA 3
THAKPADA
425 TPWODL BOLANGIR TED, TITILAGARH 3
1X3.15MVA+1X1.6MVA
426 TPWODL SUBARNAPUR SED, SONEPUR Bisalpalli(ODSSP) 2X8MVA 3
427 TPWODL KALAHANDI KWED KEGOAN 3
428 TPWODL SUNDARGARH RED,Rourkela HAMIRPUR 3
MURIBAHAL
429 TPWODL BOLANGIR TED, TITILAGARH 2
1X5MVA+1X3.15MVA

430 TPWODL SUBARNAPUR SED, SONEPUR Bhata bahali(RLTAP) 2X5MVA 2

431 TPWODL JHARSUGUDA JHARSUGUDA DIVISION BAGDEHI 2
432 TPWODL JHARSUGUDA JHARSUGUDA DIVISION KESIBAHAL 2
433 TPWODL BOLANGIR TED, TITILAGARH JURIA 2X 5MVA 2
434 TPWODL SAMBALPUR SEED NAKTIDEUL 2
435 TPWODL SUBARNAPUR SED, SONEPUR HARDAKHOL 2X5MVA 2
SINDHEKELA
436 TPWODL BOLANGIR TED, TITILAGARH 2
1X5MVA+1X3.15MVA
437 TPWODL KALAHANDI NED Komna 2

438 TPWODL SUBARNAPUR SED, SONEPUR SUBALAYA (ODSSP) 2X5MVA 2

439 TPWODL KALAHANDI NED Khariar 2

440 TPWODL DEOGARH DED Rengalbeda 2
BHADRA(KANDAJURI) 2X
441 TPWODL BOLANGIR BED, BOLANGIR 2
5MVA
442 TPWODL KALAHANDI KWED GOLAMUNDA 2
DUMERBAHAL
443 TPWODL SUBARNAPUR SED, SONEPUR 2
1X5MVA+1X1.6MVA
444 TPWODL JHARSUGUDA JHARSUGUDA DIVISION JAMANKIRA 2
445 TPWODL BOLANGIR TED, TITILAGARH TENDAPADAR 2X3.15MVA 2
446 TPWODL SAMBALPUR SEED KISINDA 2
447 TPWODL SAMBALPUR SEED RENGALI 2
448 TPWODL SAMBALPUR SEED PARMANPUR 2
449 TPWODL SUNDARGARH RSED,Rourkela Pilot Project 2
TPWODL Total 1101 MW
Grand Total (All DISCOM) 1946 MW
 NIT No.: TPCODL/P&S/1000000493/23-24

POWER PURCHASE AGREEMENT (PPA)

FOR PROCUREMENT OF [Project capacity] kW SOLAR POWER ON LONG TERM

BASIS, UNDER COMPONENT- A OF “PMKUSUM SCHEME”

Between

[Name of Solar Power Generator (SPG)]

And

DISCOM Limited (DISCOM)

On

[DD MMM YYYY]

 NIT No.: TPCODL/P&S/1000000493/23-24
This Power Purchase Agreement is made on the [Date] day of [Month] of [Year] at Bhubaneswar, Odisha
Between
[Name of the Solar Power Generator], [a/an] [individual farmer/ group of farmers/ cooperatives/
panchayats/ farmer producer organizations/ water user associations/ Developer (sole proprietor/ firm/
company)] incorporated under [relevant act in India. Ex. The Indian Companies Act, 2013], having its
registered office at [registered office address] (hereinafter referred to as “Solar Power Generator or
SPG”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
successors and permitted assigns) as a Party of the First Part;
And
DISCOM Limited, a company incorporated under the Companies Act 1956, having its registered office
at Janpath, Bhoi Nagar, Bhubaneswar - 751022 (hereinafter referred to as “DISCOM”, which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and
assignees) as a Party of the Second Part;
The SPG and DISCOM are individually referred to as a ‘Party’ and collectively referred to as ‘Parties’.
WHEREAS:
A. The Ministry of New and Renewable Energy (MNRE) has launched a scheme for farmers on 8th
March 2019 and issued implementation guidelines on 22nd July 2019.
B. MNRE has sanctioned a capacity of 500 MW to Odisha vide office memorandum No. 32/54/2018-
SPV Division dated 13th Aug 2019, under the said scheme of 8th March 2019. Further, Energy
Department, Government of Odisha had authorized Renewable Energy Development Agency
(TPCODL) to initiate a selection process of the SPGs vide letter no. PT1-ENG-HYD-HYDRO-0022-
2019/0142/ En. dated 26th Nov 2019. TPCODL decided to go ahead with a procurement process for
a capacity of 500 MW in this phase as per the target given by MNRE vide notification dated 13 Jan
2021.
C. Tata Power Central Odisha Distribution Limited (TPCODL) had completed a selection process
for the procurement of energy generated from the grid-connected solar Project based on the terms
and conditions contained in the RFP No. [RFP No.] dated [DD MMM YYYY] and its Amendment
(if any) along with the Draft Power Purchase Agreement and Draft, Model Lease Agreement and
any other documents published or referred by TPCODL related to the selection of SPG.
D. The SPG has been selected in the process for development, generation and supply of electricity
from the [Project Capacity] kW solar Project to be established by SPG at [village] Village, [Revenue
Inspector Circle] Revenue Inspector (RI) Circle in [district] District of Odisha State and electricity
generated to be fed to the [Name and location of 33/11 kV DISCOM substation, exactly as per the
list in the RFP] Sub-station;
E. TPCODL has issued the Letter of Award no. [LoA no.] dated [DD MMM YYYY] in favour of the
SPG for the development and establishment of [Project Capacity] kW solar Project as per the terms
and conditions contained in the RFP.
F. The SPG has furnished the Performance Security in the form of a Bank Guarantee in the sum of
INR [Insert amount] (Indian Rupees [in words]) only in favour of TPCODL as per the format
Annexure 3 (Bank Guarantee), prescribed by DISCOM.
G. The SPG has fulfilled the terms and conditions for signing this Power Purchase Agreement as a
definitive agreement for establishing the Project;
H. The Parties have agreed to execute this Power Purchase Agreement, and for generation and supply
of electricity by the SPG to DISCOM.

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:
 NIT No.: TPCODL/P&S/1000000493/23-24
1. ARTICLE 1: DEFINITIONS AND INTERPRETATION
1.1. Definitions
The terms used in this Agreement, unless as defined below or repugnant to the context, shall have the
same meaning as assigned to them by the Electricity Act, 2003 and the rules or regulations framed
thereunder, including those issued/ framed by the Appropriate Commission (as defined hereunder), as
amended or re-enacted from time to time.

“Act” or “Electricity Act, shall mean the Electricity Act, 2003 and include any modifications,
2003” amendments, and substitution from time to time;
“Agreement” or "Power shall mean this power purchase agreement including its recitals and
Purchase Agreement" schedules, amended or modified from time to time in accordance with the
or "PPA" terms hereof;
"Appropriate shall mean Odisha Electricity Regulatory Commission (OERC);
Commission"
“Appropriate Discom” shall mean the Discom having the Sub-station is located within its jurisdiction
and the name of the various Discoms in Odisha are given below:
 TP Central Odisha Distribution Limited (TPCODL)
 TP Western Odisha Distribution Limited (TPWODL)
 TP Southern Odisha Distribution Limited (TPSODL)
 TP Northern Odisha Distribution Limited (TPNODL)

“Bill” shall mean either a Monthly Bill/ Supplementary Bill raised by the SPG;

"Bill Dispute Notice" shall mean the notice issued by DISCOM raising a Dispute regarding a
Monthly Bill or a Supplementary Bill issued by the SPG;
“Business Day” shall mean with respect to SPG and DISCOM, a day other than Sunday or a
statutory holiday, on which the banks remain open for business in the State;
“Capacity Utilization shall have the same meaning as provided in CERC (Terms and Conditions
Factor” or “CUF” for Tariff determination from Renewable Energy Sources) Regulations, 2009
as amended from time to time; However, for avoidance of any doubt, it is
clarified that the CUF shall be calculated on the Contracted Capacity;
In any Contract Year, if ‘X’ MWh of energy has been metered out at the
Delivery Point for ‘Y’ MW Project’s Contracted Capacity,
CUF= (X MWh/ (Y MW*8,766)) *100%;
“Change in Law” shall have the meaning ascribed thereto in Article 12 of this Agreement;
“Commercial Operation shall mean the date mentioned in the commissioning certificate as issued
Date (COD)” upon successful achievement of commercial operation date (as per provisions
of this PPA) of the Project;
“Commissioning shall consist of representations from Principal Chief Electrical Inspector,
Committee” DISCOM, Appropriate Discom, TPCODL, SPG, and SPG’s representative, as
required;

“Competent Court of shall mean any court or tribunal or any similar judicial or quasi-judicial body in
Law” India that has jurisdiction to adjudicate upon issues relating to this Agreement;
“Consents, Clearances shall mean all authorizations, licenses, approvals, registrations, permits,
and Permits” waivers, privileges, acknowledgements, agreements, or concessions required
to be obtained from or provided by any concerned authority for the purpose of
setting up of the generation facilities and/ or supply of energy;
 NIT No.: TPCODL/P&S/1000000493/23-24
“Consultation Period” shall mean the period of ninety (90) days or such other longer period as the
Parties may agree, commencing from the date of issuance of an SPG
Preliminary Default Notice or DISCOM Preliminary Default Notice as provided
in Article 13 of this Agreement, for consultation between the Parties to mitigate
the consequence of the relevant event having regard to all the circumstances;
“Contract Year” shall mean the period beginning from the Effective Date and ending on the
immediately succeeding March 31 and thereafter each period of twelve (12)
months beginning on April 1 and ending on March 31 provided that:
i. in the financial year in which the COD would occur, the Contract Year
shall end on the date immediately before the COD and a new
Contract Year shall commence once again from the COD and end on
the immediately succeeding March 31, and thereafter each period of
twelve (12) months commencing on April 1 and ending on March 31,
and
ii. provided further that the last Contract Year of this Agreement shall
end on the last day of the Term of this Agreement

"Contracted Capacity" shall mean [Insert capacity] kW contracted with DISCOM for supply of energy
from the Project by the SPG to DISCOM at the Delivery Point;
“Contracted Energy” shall have the meaning ascribed thereto in Article 4.3.1 of this Agreement;
“Delivery Point” shall mean the point at the voltage level of 11kV or above of the [Name and
location of 33/11 kV DISCOM substation, exactly as per the list in the RFP]
Sub-station. Metering shall be done at this interconnection point wherethe
power is injected into the [Name and location of 33 /11 kV DISCOM
substation, exactly as per the list in the RFP] Sub-station. For
interconnection with grid and metering, the SPG shall abide by the relevant
and applicable regulations, Grid Code notified by the State Commission and
Central Electricity Authority (Installation and Operation of Meters) Regulations,
2006 as amended and revised from time to time, or orders passed thereunder
by the Appropriate Commission or CEA. All charges and losses related to
Transmission of power from project up to Delivery Point as notified by the
Appropriate Commission shall be borne by the SPG;
“Dispute” shall mean any dispute or difference of any kind between DISCOM and the
SPG, in connection with or arising out of this Agreement including but not
limited to any issue on the interpretation and scope of the terms of this
Agreement as provided in Article 16 of this Agreement;
"Due Date" shall mean the thirtieth (30th) day after a Monthly Bill (including all the relevant
documents) or a Supplementary Bill is received in hard copy and duly
acknowledged by DISCOM or, if such day is not a Business Day, the
immediately succeeding Business Day, by which date such Monthly Bill or a
Supplementary Bill is payable by DISCOM;
“Effective Date” shall have the meaning ascribed thereto in Article 2.1.1 of this Agreement;
“Electricity Laws” shall mean the Electricity Act, 2003 and the rules and regulations made
thereunder from time to time along with amendments thereto and
replacements thereof and any other Law pertaining to electricity including
regulations framed by the Appropriate Commission;
“Event of Default” shall mean the events as defined in Article 13 of this Agreement;
“Expiry Date” Shall mean the date occurring twenty-five (25) years from the Commercial
Operation Date subject to that the supply of power shall be limited for a period
of twenty-five (25) years from the COD unless extended by the Parties as per
this Agreement;
 NIT No.: TPCODL/P&S/1000000493/23-24
“Financing shall mean the agreements pursuant to which the SPG has sought financing
Agreements” for the Project including the loan agreements, security documents, notes,
indentures, security agreements, letters of credit and other documents, as
may be amended, modified, or replaced from time to time, but without in
anyway increasing the liabilities of DISCOM;
"Force Majeure" or shall have the meaning ascribed thereto in Article 11 of this Agreement;
“Force Majeure Event”
“Indian Governmental shall mean the Government of India, Governments of Odisha and any
Instrumentality” ministry, department, board, authority, agency, corporation, commission
under the direct or indirect control of Government of India or the above state
Government or both, any political subdivision of any of them including any
court or Appropriate Commission or tribunal or judicial or quasi-judicial body in
India;
“Insurances” shall mean the insurance cover to be obtained and maintained by the SPG in
accordance with Article 8 of this Agreement;
"Interconnection shall mean the facilities on SPG’s side of the Delivery Point for scheduling,
Facilities" transmitting and metering the electrical output in accordance with this
Agreement and which shall include, without limitation, all other transmission
lines and associated equipment, transformers, relay and switching equipment
and protective devices, safety equipment and RTU, Data Transfer and
Acquisition facilities for transmitting data subject to Article 7, the Metering
System required for supply of power as per the terms of this Agreement;
"Indian Rupees ", "INR" shall mean Indian rupees, the lawful currency of India;
“Joint Meter Reading” shall mean the monthly joint meter reading or Energy Billing Center of
or “JMR” or “EBC DISCOM’s energy export statement;
energy export
statement”
“Land Lease Agreement” Shall mean the land lease agreement signed between the ‘Individual farmer/
Group of farmers/ Cooperatives/ Panchayats/ Farmer Producer Organizations
(FPO)/ Water User associations (WUA)’ and the ‘SPG’, in case it is applicable.
“Late Payment shall have the meaning ascribed thereto in Article 10.3.3 of this Agreement;
Surcharge”
"Law" shall mean in relation to this Agreement, all laws including Electricity Laws in
force in India and any statute, ordinance, regulation, notification or code, rule,
or any interpretation of any of them by an Indian Governmental Instrumentality
and having force of law and shall further include without limitation all applicable
rules, regulations, orders, notifications by an Indian Governmental
Instrumentality pursuant to or under any of them and shall include without
limitation all rules, regulations, decisions and orders of the Appropriate
Commissions;

“Letter of Credit” shall have the meaning ascribed thereto in Article 10.4 of this Agreement;
“Letter of Award” or shall mean Letter of Award issued by DISCOM to the SPG for the project;
“LoA”

“MNRE” shall mean the Ministry of New and Renewable Energy, Government of India;
"Month" shall mean a period of thirty (30) days from (and excluding) the date of the
event, where applicable, else a calendar month;
“Monthly Bill” shall have the meaning ascribed thereto in Article 10.2.1 of this Agreement;
 NIT No.: TPCODL/P&S/1000000493/23-24
"Party" and "Parties" shall have the meaning ascribed thereto in the recital to this Agreement;
“Payment Security shall have the meaning ascribed thereto in Article 10.4 of this Agreement;
Mechanism”
“Project” shall mean the solar power generation facility of Contracted Capacity of [Insert
capacity] kW, located at [village] Village, [Revenue Inspector Circle]
Revenue Inspector (RI) Circle [district] District of Odisha State having a
separate control system, metering and separate points of injection into the grid
at Delivery point of [Name and location of 33 /11 kV DISCOM substation,
exactly as per the list in the RFP] Sub-station.
The Project shall include all units and auxiliaries such as water supply,
treatment or storage facilities, bay(s) for transmission system in the switchyard,
dedicated transmission line up to the Delivery Point and all the other assets,
buildings/structures, equipment, plant and machinery, facilities and related
assets required for the efficient and economic operation of the power
generation facility, whether completed or at any stage of development and
construction or intended to be developed and constructed for the purpose of
supply of power as per this Agreement;
“Preliminary Default shall have the meaning ascribed thereto in Article 13 of this Agreement;
Notice”
“Project Capacity” shall mean the maximum AC capacity of the Project at the point of injection on
which the Power Purchase Agreement has been signed.
"Prudent Utility shall mean the practices, methods and standards that are generally accepted
Practices" internationally from time to time by electric utilities for the purpose of ensuring
the safe, efficient and economic design, construction, commissioning,
operation and maintenance of power generation equipment and which
practices, methods and standards shall be adjusted as necessary, to take
account of:
a) operationand maintenance guidelines recommended by the
manufacturers of the plant and equipment to be incorporated in the
Project,
b) the requirements of Indian Law; and the physical conditions at the site of
the Project;

“Rebate” shall have the same meaning as ascribed thereto in Article 10.3.4 of this
Agreement;
“Scheduled shall mean [Insert date that is nine (9) Months from the Effective Date];
Commissioning Date”
or “SCD” of the Project
shall mean [Name and location of 33/11 kV DISCOM substation, exactly
“Sub-station”
as per the list in the RFP]
“Supplementary Bill” shall have the meaning ascribed thereto in Article 10.7.1 of this Agreement;
"Tariff" shall have the same meaning as provided for in Article 9 of this Agreement;
"Tariff Payment" shall mean the payments to be made under Monthly Bills as referred to in
Article 10 and the relevant Supplementary Bills;
"Term" shall have the same meaning as provided for in Article 2.2.1 of this Agreement;
“Termination Notice” shall mean the notice given by either Parties for termination of this Agreement
in accordance with Article 13 of this Agreement;
 NIT No.: TPCODL/P&S/1000000493/23-24
2. ARTICLE 1: TERM OF AGREEMENT
2.1. Effective Date
2.1.1. This Agreement shall come into effect from the date of signing of this Agreement and such date
shall be referred to as the Effective Date.
2.2. Term of Agreement
2.2.1. Subject to Article 2.3 and Article 2.4 of this Agreement, this Agreement shall be valid for a ‘Term’
from the Effective Date until the Expiry Date. This Agreement may be extended for a further
period at least one hundred eighty (180) days prior to the Expiry Date, on mutually agreed terms
and conditions.
2.2.2. The SPG is free to operate the Project beyond the Expiry Date if other conditions like Land Lease
Agreement (as applicable), Consents, Clearances and Permits etc. allow. In such case, unless
otherwise agreed by DISCOM, DISCOM shall not be obligated to procure power beyond the
Expiry Date.
2.3. Early Termination
2.3.1. This Agreement shall terminate before the Expiry Date if either DISCOM or SPG terminates the
Agreement, pursuant to Article 13 of this Agreement.
2.4. Survival
2.4.1. The expiry or termination of this Agreement shall not affect any accrued rights, obligations and
liabilities of the Parties under this Agreement, including the right to receive penalty as per
the terms of this Agreement, nor shall it affect the survival of any continuing obligations for which
this Agreement provides, either expressly or by necessary implication, which are to survive after
the Expiry Date or termination including those under Article 11 (Force Majeure), Article 13
(Events of Default and Termination), Article 14 (Liability and Indemnification), Article 16(Governing
Law and Dispute Resolution), Article 17 (Miscellaneous Provisions), and other Articles and
Schedules of this Agreement which expressly or by their nature survive the Term or termination
of this Agreement shall continue and survive any expiry or termination of this Agreement.
3. CONDITIONS SUBSEQUENT
3.1. The SPG agrees and undertakes to make Financing Agreements for its Project, execute the Land
Lease Agreement (as applicable) and shall provide necessary documents to DISCOM in this
regard within six (6) Months from the Effective Date.
4. CONSTRUCTION & DEVELOPMENT OF THE PROJECT
4.1. SPG’s Obligations
4.1.1. The SPG undertakes to be responsible, at SPG’s own cost and risk, for:
[Link]. The SPG shall be solely responsible and make arrangements for land, execution of Financing
Agreements and associated infrastructure for development of the Project and for connectivity
with the Sub-station for confirming the evacuation of power by the Scheduled Commissioning
Date, and all clearances related thereto;
[Link]. The SPG shall furnish the necessary documents to establish possession in the name of the SPG
of the required land/ Land Lease Agreement (as applicable).
In case of a Land Lease Agreement, the SPG shall make payment of monthly rent directly in
advance, by the 5th day of every month, by crediting the same to the lessor’s (Individual Farmers
or Group of Farmers or Cooperatives or Panchayats or FPO or WUA) bank account as per the
Land Lease Agreement until achieving the COD and for the first month of the PPA Term. In this
regard, the SPG shall submit the bank receipts to DISCOM by 10th of every month citing that the
rent payments are made on or before 5th of every month;
 NIT No.: TPCODL/P&S/1000000493/23-24
In case of a Land Lease Agreement, the SPG shall make payment of monthly rent through
DISCOM in advance, by the 5th day of every month, by crediting the same to the lessor’s
(Individual Farmers or Group of Farmers or Cooperatives or Panchayats or FPO or WUA) bank
account as per the Land Lease Agreement during the PPA Term, except for the first month of
PPA Term. In such a case, DISCOM will pay the rent to Lessor on monthly basis from the
proceeds payable to the Lessee for the energy supplied by Lessee as per the PPA. In case there
is a shortfall of payment for the payment to be made to the Lessor, then the Bidder shall be
responsible to make a payment to DISCOM for the equivalent amount thirty (30) Days prior to
the due date of payment;
i. The SPG shall make payment of monthly rent directly in advance, by the 5th day of every month,
by crediting the same to the lessor’s (Individual Farmers or Group of Farmers or Cooperatives
or Panchayats or FPO or WUA) bank account as per the Land Lease Agreement from the date
of expiry of PPA term of 25 years until the expiry of lease period (as per the LLA terms and
conditions). In this regard, the SPG shall submit the bank receipts to DISCOM by 10th of every
month citing that the rent payments are made on or before 5th of every month and this obligation
will survive post expiry of the PPA. The provisions of this Article shall survive the termination of this
PPA for any reason whatsoever.;
[Link]. Obtaining all Consents, Clearances and Permits as required and maintaining all documents
throughout the Term of this Agreement;
[Link]. Designing, constructing, erecting, commissioning, completing and testing the Project in accordance
with the applicable Law, the Grid Code, the terms and conditions of this Agreement and Prudent
Utility Practices;
[Link]. Commencement of supply of power up to the Contracted Capacity to DISCOM no later than the
Scheduled Commissioning Date and continuance of the supply of power throughout the Term of
the Agreement;
[Link]. Connecting the Project switchyard with the Interconnection Facilities at the Delivery Point. The SPG
shall make adequate arrangements to connect the Project switchyard with the Interconnection
Facilities at the Delivery Point;
[Link]. Owning the Project throughout the Term of Agreement free and clear of encumbrances, except
those expressly permitted under Article 15;
[Link]. Fulfilling all obligations undertaken by the SPG under this Agreement;
[Link]. The SPG shall be responsible for directly coordinating and dealing with DISCOM, Indian
Governmental Instrumentality and other authorities in all respects in regard to declaration of
availability, scheduling and dispatch of power and due compliance with deviation and settlement
mechanism and the applicable Law, Grid code, State Regulations.
4.2. Purchase and sale of Contracted Energy
4.2.1. Subject to the terms and conditions of this Agreement, the SPG undertakes to sell a minimum
Contracted Energy [insert energy equivalent to target CUF of 15%] and a maximum Contracted
Energy [insert energy equivalent to target CUF of 18.7%]to DISCOM and DISCOM undertakes
to pay Tariff for all the energy supplied at the Delivery Point up to corresponding to the
Contracted Capacity as per Article 4.3.1.
4.3. Right to Contracted Energy
4.3.1. DISCOM, in any Contract Year shall not be obliged to purchase any additional energy from
the SPG beyond what is stated in article 4.2.1. If for any Contract Year, except for the first
Contract Year and last Contract Year of operation, it is found that the SPG has not been able to
generate minimum energy of [insert energy equivalent to target CUF of 15%] kWh , on account
of reasons solely attributable to the SPG, the non-compliance by SPG shall make the SPG liable
to pay the compensation. For the first Contract Year and last Contract Year of operation, the
above limits shall be considered on a pro-rata basis. The lower limit will, however, be relaxable by
DISCOM to the extent of grid non-availability for evacuation which is beyond the control of the
SPG. This compensation shall be applied to the amount of shortfall in generation during the
Contract Year. The amount of such compensation shall be as determined as per the APPC tariff
 NIT No.: TPCODL/P&S/1000000493/23-24
or the Tariff, whichever is minimum. This compensation shall not be applicable in events of
Force Majeure identified under PPA.
For generation in excess of [insert energy equivalent to target CUF of 18.7%] in a particular year
shall be first adjusted towards generation compensation against offtake constraints asper
article 4.9 and any remaining excess generation will be settled at 75% of applicable tariff.
4.3.2. In case at any point of time, the peak of capacity reached is higher than the Contracted Capacity
and causes disturbance in the system at the point where power is injected, the SPG will have to
forego the excess generation and reduce the output to the Contracted Capacity and shall also
have to pay the charges (if applicable) as per applicable regulations.
4.4. Extensions of Time
4.4.1. In the event that the SPG is prevented from performing its obligations under Article 4.1 by
the Scheduled Commissioning Date due to:
a. any DISCOM Event of Default; or
b. Force Majeure Events affecting DISCOM, or
c. Force Majeure Events affecting the SPG,
the Scheduled Commissioning Date and the Expiry Date shall be deferred, subject to Article
4.4.5, for a reasonable period but not less than ‘day for day’ basis, to permit the SPG or DISCOM
through the use of due diligence, to overcome the effects of the Force Majeure Events affecting
the SPG or DISCOM, or till such time such Event of Default is rectified by DISCOM.
4.4.2. In case of extension due to reasons specified in Article 4.4.1(b) and (c), and if such Force
Majeure Event continues even after a maximum period of three (3) months, any of the Parties
may choose to terminate the Agreement as per the provisions of Article 13.5. In case neither
Party terminates the Agreement under this clause, the Agreement shall stand terminated on the
expiry of twelve (12) months of the continuation of the Force majeure event unless the Parties
mutually agree to extend the Agreement for the further period.
4.4.3. If the Parties have not agreed, within thirty (30) days after the affected Party’s performance has
ceased to be affected by the relevant circumstance, on the time period by which the Scheduled
Commissioning Date or the Expiry Date should be deferred, any Party may raise the Dispute to be
resolved in accordance with Article 16.
4.4.4. As a result of such extension, the newly determined Scheduled Commissioning Date and newly
determined Expiry Date shall be deemed to be the Scheduled Commissioning Date and the
Expiry Date for the purposes of this Agreement.
4.4.5. Notwithstanding anything to the contrary contained in this Agreement, any extension of the
Scheduled Commissioning Date arising due to any reason envisaged in this Agreement shall
not be allowed beyond the date pursuant to Article 4.5.2.
4.4.6. Delay in achieving the COD of the Project beyond the Scheduled Commissioning Date for
reasons other than those specified in Article 4.4.1 shall be an Event of Default on part of the SPG
and shall be subject to the consequences specified in Article 4.5.
4.5. Liquidated Damages not amounting to penalty for delay in Commissioning
4.5.1. If the SPG is unable to achieve the COD of the Project by the Scheduled Commissioning Date
other than for the reasons specified in Article 4.4.1, the SPG shall pay to DISCOM, liquidated
damages for the delay in such commissioning and making the Contracted Capacity available for
dispatch by the Scheduled Commissioning Date as per the following:
Delay beyond the Scheduled Commissioning Date up to (& including) the date as on nine (9)
months from the Effective Date: The total Performance Bank Guarantee amount shall be
encashed on per day basis and proportionate to the balance capacity not achieved COD.
4.5.2. The maximum time period allowed for achieving the COD of the full Project Capacity with
encashment of Performance Bank Guarantee shall be limited to 11 Months from the Effective
Date. In case, the COD of the Project is delayed beyond 11 Months from the EffectiveDate, it
shall be considered as an SPG Event of Default and provisions of Article 13 shall applyand the
 NIT No.: TPCODL/P&S/1000000493/23-24
Contracted Capacity shall stand reduced/ amended to the Project Capacity Commissioned within
11 Months from the Effective Date and the PPA for the balance Capacity will stand terminated
and shall be reduced from the Project Capacity.
4.5.3. The SPG further acknowledge that the amount of the liquidated damages fixed is genuine and
reasonable pre-estimate of the damages that may be suffered by DISCOM.
4.6. Acceptance/ Performance Test
4.6.1. Prior to synchronization of the Project, the SPG shall be required to get the Project certified for
the requisite acceptance/ performance test as may be laid down by respective authorities.
4.7. Third-party Verification
4.7.1. The SPG shall be further required to provide entry to the site of the Project free of all
encumbrances at all times during the Term of the Agreement to DISCOM and a third party
nominated by any Indian Governmental Instrumentality for inspection and verification of the works
being carried out by the SPG at the site of the Project.
4.7.2. The third-party may verify the construction works/ operation of the Project being carried out by
the SPG and if it is found that the construction works/ operation of the Project is not as perthe
Prudent Utility Practices, it may seek clarifications from SPG or require the works to be stopped
or to comply with the instructions of such third-party.
4.8. Breach of Obligations
4.8.1. The Parties herein agree that during the subsistence of this Agreement, subject to DISCOM
being in compliance of its obligations & undertakings under this Agreement, the SPG would have
no right to negotiate or enter into any dialogue with any third party for the sale of Contracted
Capacity of power which is the subject matter of this Agreement. It is the specific understanding
between the Parties that such bar will apply throughout the entire term of this Agreement.
4.9. Generation compensation for Off-take constraints
4.9.1. Generation Compensation in offtake constraints due to Grid Unavailability: During the operation
of the Project, there can be some periods where the Project can generate power but due to
temporary transmission unavailability, the power is not evacuated, for reasons not attributable
to the SPG. In such cases, subject to the submission of documentary evidence from the
competent authority, the generation compensation shall be restricted to the following and there
shall be no other claim, directly or indirectly against DISCOM:

Duration of Grid unavailability Provision for Generation Compensation

Grid unavailability in a Contract Year as Generation Loss = [(Average Generation per

defined in the PPA: (only period from 8 hour during the Contract Year) x (number of
am to 6 pm to be counted): hours of grid unavailability during the
Contract Year)]
Where, Average Generation per hour during the
Contract Year (kWh) = Total generation in the
Contract Year (kWh) ÷ Total hours of generation
in the Contract Year (hours)

The excess generation by the SPG equal to this generation loss shall be procured by DISCOM
at the Tariff so as to offset this loss in the succeeding 3 (three) Contract Years.
4.9.2. Offtake constraints due to Backdown: The SPG and DISCOM shall follow the forecasting and
scheduling process as per the regulations in this regard by OERC. The Government of India, as per
Clause 5.2(u) of the Indian Electricity Grid Code (IEGC), provides for status of “must-run” to solar
power projects. Accordingly, no solar power plant, duly commissioned, should be directed to back
down by a Discom/ Load Dispatch Centre (LDC). In case such eventuality of Backdown arises,
including non-dispatch of power due to non-compliance with “Order No. 23/22/2019-R&R dated
28.06.2019 of Ministry of Power regarding opening and maintaining of adequate Letter of Credit (LC)
as payment security mechanism under the Power Purchase Agreements by Distribution Licensees”
 NIT No.: TPCODL/P&S/1000000493/23-24
and any clarifications or amendment thereto, except for the cases where the Backdown is on account
of events like consideration of grid security or safety of any equipment or personnel or other such
conditions, the SPG shall be eligible for a Minimum Generation Compensation, from GRIDOC, in the
manner detailed below:
Duration of Provision for Generation Compensation
Backdown

Hours of Backdown Minimum Generation Compensation = 100% of [(Average Generation

during a monthly billing per hour during the month) × (number of backdown hours during the
cycle. month) × PPA Tariff]
Where, Average Generation per hour during the month (kWh) = Total
generation in the month (kWh) ÷ Total hours of generation in the month

No back-down / curtailment to be ordered without giving formal/ written instruction for the
same. The details of back-down / curtailment, including justifications for such curtailment, to be
made public by the concerned Sate Load Dispatch Centre.
The SPG shall not be eligible for any compensation in case the Backdown is on account of
events like consideration of grid security or safety of any equipment or personnel or other such
conditions. The Generation Compensation shall be paid as part of the energy bill for the
successive month as per JMR/EBC energy export statement.
5. SYNCHRONISATION, COMMISSIONING AND COMMERCIAL OPERATION
5.1. Synchronization, Commissioning and Commercial Operation
5.1.1. The SPG shall give the DISCOM at least thirty (30) days’ advanced preliminary written notice
and at least fifteen (15) days’ advanced final written notice, of the date on which it intends
to synchronize the Project to the Interconnection Facilities.
5.1.2. Subject to Article 5.1.1, the Project may be synchronized by the SPG to the Interconnection
Facilities when it meets all the connection conditions prescribed in applicable Grid Code then
in effect and otherwise meets all other Indian Governmental Instrumentality for synchronization
to the Interconnection Facilities.
5.1.3. The synchronization equipment and all necessary arrangements/ equipment including Remote
Terminal Unit (RTU) for scheduling of power generated from the Project and transmission of data
to the concerned authority as per applicable regulation shall be installed by the SPG at its
generation facility of the Project at its own cost. The SPG shall synchronize its system with the
Interconnection Facilities only after the approval of the synchronization scheme is granted by the
head of the concerned substation/ and checking/verification is made by the concerned
authorities of DISCOM.
5.1.4. The SPG shall immediately after each synchronization/ tripping of generator, inform the Sub-
station of the Interconnection Facilities to which the Project is electrically connected in
accordance with the applicable Grid Code. In addition, the SPG will inject infirm power to grid
time to time to carry out operational/ functional tests prior to COD. For avoidance of doubt, it is
clarified that synchronization/ connectivity of the Project with the Interconnection Facilities shall not
be considered as COD of the Project.
5.1.5. The SPG shall achieve COD of the Project within nine (9) Months from the Effective Date.
Declaration of COD shall only be done upon the successful visit by the Commissioning
Committee.
5.1.6. The Parties agree that for the purpose of commencement of the supply of electricity by SPG
to DISCOM, liquidated damages for delay, etc., the Scheduled Commissioning Date as defined
in this Agreement shall be the relevant date.
6. DISPATCH AND SCHEDULING
6.1. Dispatch and Scheduling
6.1.1. The SPG shall be required to schedule its power as per the applicable regulations of SERC/
SLDC or any other competent agency and same being recognized by the SLDC or any other
 NIT No.: TPCODL/P&S/1000000493/23-24
competent authority/ agency as per applicable regulation/ law/ direction and maintain compliance
to the Indian Governmental Instrumentality, applicable Distribution Codes/ Odisha Grid Code
requirements and directions, if any, as specified by concerned SLDC from time to time. Any
deviation from the Schedule will attract the provisions of applicable regulation/ guidelines/
directions and any financial implication on account of this shall be on the account of the SPG.
6.1.2. The SPG shall be responsible for directly coordinating and dealing with DISCOM, State Load
Dispatch Center (SLDC), and other authorities in all respects in regard to declaration of
availability, scheduling and dispatch of power and due compliance with deviation and settlement
mechanism and the applicable Odisha Grid Code regulations.
6.1.3. The SPG shall be responsible for any deviation from scheduling and for any resultant liabilities
on account of charges for deviation as per applicable regulations. Deviation Settlement
Management (DSM) charges on this account shall be directly paid by the SPG.
6.1.4. Auxiliary power consumption will be treated as per the concerned state regulations.
7. METERING
7.1. Meters
7.1.1. For installation of meters, meter testing, meter calibration, meter reading and all matters
incidental thereto, the SPG and DISCOM shall follow and be bound by the Central Electricity
Authority (Installation and Operation of Meters) Regulations, 2006, the Odisha Grid Code, as
amended and revised from time to time.
7.1.2. The SPG shall bear all costs pertaining to installation, testing, calibration, maintenance, renewal
and repair of meters at SPG’s side of the Delivery Point.
7.1.3. In addition to ensure compliance of the applicable codes, the SPG shall install main and check
meters at the Delivery Point, along with stand-by meter(s) as per the applicable regulations.
7.2. Reporting of Metered Data and Parameters
7.2.1. The Project will install necessary equipment for regular monitoring of required data and
simultaneously for monitoring of the electric power generated from the Project.
7.2.2. Online arrangement would have to be made by the SPG for submission of above dataregularly
for the entire period of this Power Purchase Agreement to DISCOM, MNRE and concerned
agency as per applicable regulation/ directions.
7.2.3. Reports on the above parameters on monthly basis (or as required by regulation/ guidelines)
shall be submitted by the SPG to the Ministry of New and Renewable Energy/ National Institute
of Solar Energy through DISCOM for entire period of PPA.
8. INSURANCES
8.1. Insurance
8.1.1. The SPG shall effect and maintain or cause to be effected and maintained, at its own cost and
expense, throughout the Term of PPA, Insurances against such risks to keep the Project in good
condition and shall take ‘Industrial All Risk Insurance policy’ covering risks against any loss or
damage, with such deductibles and with such endorsements and co-insured(s), which the
Prudent Utility Practices would ordinarily merit maintenance of and as required under the
Financing Agreements, and under the applicable laws.
8.2. Application of Insurance Proceeds
8.2.1. In case of the Project not being implemented through Financing Agreement(s), save as expressly
provided in this Agreement or the Insurances, the proceeds of any Insurance claim made due
to loss or damage to the Project or any part of the Project shall be first applied toreinstatement,
replacement or renewal of such loss or damage.
In case of the Project being financed through Financing Agreement(s), save as expressly
provided in this Agreement or the Insurances, the proceeds of any Insurance claim made due to
loss or damage to the Project or any part of the Project shall be applied as per such Financing
Agreements.
 NIT No.: TPCODL/P&S/1000000493/23-24
8.2.2. If a Force Majeure Event renders the Project no longer economically and technically viable and
the insurers under the Insurances make payment on a “total loss” or equivalent basis, DISCOM
shall have claim on such proceeds of such Insurance limited to outstanding dues of DISCOM
against SPG.
8.3. Effect on liability of DISCOM
8.3.1. Notwithstanding any liability or obligation that may arise under this Agreement, any loss,
damage, liability, payment, obligation or expense which is insured or not or for which the SPG
can claim compensation, under any Insurance shall not be charged to or payable by DISCOM.
It is for the SPG to ensure that appropriate Insurance coverage is taken for payment by the
insurer for the entire loss and there is no under Insurance or short adjustment etc.
9. APPLICABLE TARIFF
9.1. The SPG shall be entitled to receive the Tariff of INR 3.08/ kWh (Three Rupees Eight Paisa per
kilowatt-hour) as per the OERC order dated 20.12.2019 in case no. 82 of 2018, fixed for the
entire Term of this Agreement, with effect from the COD, for the power sold to DISCOM as
reflected in the JMR/ EBC Energy export statement.
10. BILLING AND PAYMENT
10.1. General
10.1.1. From the commencement of supply of power, DISCOM shall pay to the SPG, the Monthly Tariff
Payments subject to the adjustments as per provisions of this Agreement including Article
6, in accordance with Article 9. All Tariff Payments by DISCOM shall be in Indian Rupees.
10.1.2. The SPG shall be required to make arrangements and payments for import of energy (if any)
as per applicable regulations.
10.2. Delivery and Content of Monthly Bills/ Supplementary Bills
10.2.1. The SPG shall issue to DISCOM, a hard copy of the signed Monthly Bill, for the immediately
preceding Month based on the JMR/ EBC energy export statement along with all relevant
documents (payments made by SPG for drawl of power, payment of reactive energy charges,
Metering charges or any other charges as per regulations of SERC/SLDC, if applicable.)
The Monthly Bill amount shall be the product of the energy as per JMR/ EBC energy export
statement and the Applicable Tariff. Energy drawn from the grid will be regulated as per the
regulations of Odisha.
10.3. Payment of Monthly Bills
10.3.1. DISCOM shall pay the amount payable under the Monthly Bill by the Due Date to such account
of the SPG, as shall have been previously notified by the SPG.
10.3.2. All payments required to be made under this Agreement shall also include any deduction or set
off for:
i. deductions required by the Law; and
ii. Amount claimed by DISCOM, if any, from the SPG, will be adjusted from the monthly energy
payment.
The SPG shall open a bank account (the “SPG’s Designated Account") for all Tariff Payments
to be made by DISCOM to the SPG and notify DISCOM of the details of such account at least
sixty (60) days before the dispatch of the first Monthly Bill.
10.3.3. Late Payment Surcharge
In the event of delay in payment of a Monthly Bill by DISCOM beyond thirty (30) days of its Due
Date, a Late Payment Surcharge shall be payable to the SPG at the rate of 1.25% per month on
the outstanding amount calculated on a day to day basis. The Late Payment Surcharge shall be
claimed by the SPG through the Supplementary Bill.
10.3.4. Rebate
For payment of any Bill on or before Due Date, the following Rebate shall be paid by the SPG to
 NIT No.: TPCODL/P&S/1000000493/23-24
DISCOM in the following manner and the SPG shall not raise any objections to the payments
made under this article.
a. A Rebate of two percent (2%) shall be payable to DISCOM for the payments made within a
period of seven working days of the presentation of Bill along with required supporting
documents at the office of Chief General Manager (PP), DISCOM.
b. Any payments made within the Due Date shall be allowed a rebate of one percent (1%).

c. For the billing purpose, if bill is received by 12:00 Hours, the present date is considered or
else billing date.

d. No Rebate shall be payable on the Bills raised on account of Change in Law relating to taxes,
duties, cess, etc. and on Supplementary Bill.
10.4. Payment Security Mechanism Letter of Credit
10.4.1. DISCOM shall provide to the SPG, in respect of payment of its Monthly Bills and/or
Supplementary Bills, a Monthly unconditional, revolving and irrevocable letter of credit (“Letter
of Credit”), opened and maintained which may be drawn upon by the SPG in accordancewith this
Article.
10.4.2. Not later than one (1) Month before the start of supply, DISCOM through a scheduled bank open
a Letter of Credit in favour of the SPG, to be made operative from a date prior to the Due Date
of its first Monthly Bill under this Agreement. The Letter of Credit shall have a term of twelve (12)
Months and shall be renewed annually, for an amount equal to:
a. for the first Contract Year, equal to the estimated average monthly billing;
b. for each subsequent Contract Year, equal to the average of the monthly billing of the
previous Contract Year.
10.4.3. Provided that the SPG shall not draw upon such Letter of Credit prior to the Due Date of the relevant
Monthly Bill and/or Supplementary Bill and shall not make more than one drawl in a Month.
10.4.4. Provided further that if at any time, such Letter of Credit amount falls short of the amount specified
in Article 10.4.2 due to any reason whatsoever, DISCOM shall restore such shortfall withinfifteen (15)
days.
10.4.5. DISCOM shall cause the scheduled bank issuing the Letter of Credit to intimate the SPG,
in writing regarding the establishing of such irrevocable Letter of Credit.
10.4.6. DISCOM shall ensure that the Letter of Credit shall be renewed not later than its expiry.
10.4.7. All costs relating to opening, maintenance of the Letter of Credit shall be borne by DISCOM.
10.4.8. If DISCOM fails to pay undisputed Monthly Bill or Supplementary Bill or a part thereof within and
including the Due Date, then, subject to Article 10.4.6 & 10.5.2, the SPG may draw upon the
Letter of Credit, and accordingly the bank shall pay without any reference or instructions from
DISCOM, an amount equal to such Monthly Bill or Supplementary Bill or part thereof, in
accordance with Article 10.4.3 above, by presenting to the scheduled bank issuing the Letter
of Credit, the following documents:
a. a copy of the Monthly Bill or Supplementary Bill which has remained unpaid to SPG
and;

b. a certificate from the SPG to the effect that the bill at item (i) above, or specified part
thereof, is in accordance with the Agreement and has remained unpaid beyond the Due
Date;
10.5. Disputed Bill
10.5.1. If DISCOM does not dispute a Monthly Bill or a Supplementary Bill raised by the SPG within
fifteen (15) days of receiving such Bill shall be taken as conclusive.
10.5.2. If DISCOM disputes the amount payable under a Monthly Bill or a Supplementary Bill, as
 NIT No.: TPCODL/P&S/1000000493/23-24
the case may be, it shall pay undisputed amount of the invoice amount and it shall within
fifteen (15) days of receiving such Bill, issue a notice (the "Bill Dispute Notice") to the invoicing
Party setting out:
i. the details of the disputed amount;
ii. its estimate of what the correct amount should be; and iii) all written material in support
of its claim.
10.5.3. If the SPG agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 10.5.2,
the SPG shall revise such Bill and present along with the next Monthly Bill. In such a case excess
amount shall be refunded along with interest at the same rate as Late Payment Surcharge, which
shall be applied from the date on which such excess payment was madeby the disputing Party
to the invoicing Party, including the date on which such payment has been received a refund.
10.5.4. If the SPG does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article
10.5.2, it shall, within fifteen (15) days of receiving the Bill Dispute Notice, furnish a notice(Bill
Disagreement Notice) to the DISCOM providing:
i. reasons for its disagreement;
ii. its estimate of what the correct amount should be; and iii) all written material in support of
its counter-claim.
10.5.5. Upon receipt of the Bill Disagreement Notice by the DISCOM under Article 10.5.4, authorized
representative(s) or a director of the Board of Directors/ member of the Board of DISCOM and
SPG shall meet and make best endeavours to amicably resolve such dispute within fifteen (15)
days of receipt of the Bill Disagreement Notice.
10.5.6. If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of Bill
Disagreement Notice pursuant to Article 10.5.4, the matter shall be referred to Dispute resolution
in accordance with Article 16.
10.5.7. For the avoidance of doubt, it is clarified that despite a Dispute regarding an invoice, DISCOM
shall, without prejudice to its right to Dispute, be under an obligation to make payment of
the undisputed amount of the invoice amount in the Monthly Bill.
10.6. Quarterly and Annual Reconciliation
10.6.1. The Parties acknowledge that all payments made against the Monthly Bills and Supplementary
Bills shall be subject to quarterly reconciliation and annual reconciliation at the end of each
Contract Year within 30 days to take into account the JMR/ EBC energy export statement, Tariff
adjustment payments, Rebate, Late Payment Surcharge, or any other reasonable circumstance
provided under this Agreement.
10.6.2. The Parties, therefore, agree that as soon as all such data in respect of any quarter of a Contract
Year or a full Contract Year as the case may be has been finally verified and adjusted, the SPG
and DISCOM shall jointly sign such reconciliation statement. Within fifteen
(15) days of signing of a reconciliation statement, the SPG shall make appropriate adjustments
in the next Monthly Bill. Late Payment Surcharge/ interest shall be payable in such a case from
the date on which such payment had been made to the invoicing Party or the date on which any
payment was originally due, as may be applicable. Any Dispute with regard to the above
reconciliation shall be dealt with in accordance with the provisions of Article 16.
10.7. Payment of Supplementary Bill
10.7.1. SPG may raise a ("Supplementary Bill") for payment on account of:
i. Adjustments required in the JMR/ EBC energy export statement (if applicable); or
ii. Change in Law as provided in Article 12
And such Supplementary Bill shall be paid by the other Party.
10.7.2. DISCOM shall remit all amounts due under a Supplementary Bill raised by the SPG to the SPG’s
Designated Account by the Due Date, except open access charges, RLDC or scheduling charges
and transmission charges (if applicable). For Supplementary Bill on account of adjustment required
in the JMR/ EBC energy export statement, Rebate as applicable to Monthly Bills pursuant to
Article 10.3.5 shall equally apply. No surcharge will be applicable other than that on themonthly
 NIT No.: TPCODL/P&S/1000000493/23-24
energy payment and associated debit and credit note.
11. FORCE MAJEURE
11.1. Definitions
11.1.1. In this Article, the following terms Affected Party, and Force Majeure, and shall have the following
meanings.
11.2. Affected Party
11.2.1. An affected Party means DISCOM or the SPG whose performance has been affected by an
event of Force Majeure.
11.3. Force Majeure
11.3.1. A ‘Force Majeure’ means any event or circumstance or combination of events those stated below
that wholly or partly prevents or unavoidable delays an Affected Party in the performance of its
obligations under this Agreement, but only if and to the extent that such events or circumstances
are not within the reasonable control, directly or indirectly, of the Affected Party and could not
have been avoided if the Affected Party had taken reasonable care or complied with Prudent
Utility Practices:
a. Act of God, including, but not limited to lightning, drought, fire and explosion (to the extent
originating from a source external to the site), earthquake, volcanic eruption, landslide,
flood, cyclone, typhoon or tornado if and only if it is declared/ notified by the competent state
/ central authority/ agency (as applicable);

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 if and
only if it is declared/notified by the competent state/ central authority/ agency (as
applicable); or

c. radioactive contamination or ionizing radiation originating from a source in India or resulting

from another Force Majeure Event mentioned above excluding circumstances where the
source or cause of contamination or radiation is brought or has been brought into or near the
Project by the Affected Party or those employed or engaged by the Affected Party.
11.4. Force Majeure Exclusions
11.4.1. Force Majeure shall not include (i) any event or circumstance which is within the reasonable
control of the Parties and (ii) the following conditions, except to the extent that they are
consequences of an event of Force Majeure:
a. Unavailability, late delivery, or changes in cost of the plant, machinery, equipment, materials,
spare parts or consumables for the Project;
b. Delay in the performance of any contractor, sub-contractor or their agents;
c. Non-performance resulting from normal wear and tear typically experienced in power
generation materials and equipment;
d. Strikes at the facilities of the Affected Party;
e. Insufficiency of finances or funds or the agreement becoming onerous to perform; and
f. Non-performance caused by, or connected with, the Affected Party’s:
i. Negligent or intentional acts, errors or omissions;
ii. Failure to comply with an Indian Law; or
iii. Breach of, or default under this Agreement.
11.5. Notification of Force Majeure Event
11.5.1. The Affected Party shall give notice to the other Party of any event of Force Majeure as
soon as reasonably practicable, but not later than fifteen (15) days after the date on which such
 NIT No.: TPCODL/P&S/1000000493/23-24
Party knew or should reasonably have known of the commencement of the event of Force
Majeure. If an event of Force Majeure results in a breakdown of communications rendering it
unreasonable to give notice within the applicable time limit specified herein, then the Party
claiming Force Majeure shall give such notice as soon as reasonably practicable after
reinstatement of communications, but not later than one (1) day after such reinstatement.
11.5.2. Provided that such notice shall be a pre-condition to the Affected Party’s entitlement to claim relief
under this Agreement. Such notice shall include full particulars of the event of Force Majeure,
its effects on the Party claiming relief and the remedial measures proposed. The Affected Party
shall give the other Party regular (and not less than monthly) reports on the progress of those
remedial measures and such other information as the other Party may reasonably request about
the Force Majeure Event.
11.5.3. The Affected Party shall give notice to the other Party of (i) the cessation of the relevant
event of Force Majeure; and (ii) the cessation of the effects of such event of Force Majeure
on the performance of its rights or obligations under this Agreement, as soon as practicable after
becoming aware of each of these cessations.
11.6. Duty to Perform and Duty to Mitigate
11.6.1. To the extent not prevented by a Force Majeure Event pursuant to Article 11.3, the Affected Party
shall continue to perform its obligations pursuant to this Agreement. The Affected Party shall use
its reasonable efforts to mitigate the effect of any Force Majeure Event as soon as practicable.
11.7. Available Relief for a Force Majeure Event
11.7.1. Subject to this Article 11:
a. no Party shall be in breach of its obligations pursuant to this Agreement except to the
extent that the performance of its obligations was prevented, hindered or delayed due to
a Force Majeure Event;

b. every Party shall be entitled to claim relief in relation to a Force Majeure Event in regard to
its obligations;

c. For avoidance of doubt, neither Party’s obligation to make payments of money due and
payable prior to occurrence of Force Majeure events under this Agreement shall be
suspended or excused due to the occurrence of a Force Majeure Event in respect of such
Party.

d. Provided that no payments shall be made by either Party affected by a Force Majeure
Event for the period of such event on account of its inability to perform its obligations due to
such Force Majeure Event.
12. CHANGE IN LAW
12.1. Definitions
In Article 12, the term Change in Law shall refer to the occurrence of any of the following events
pertaining to this project only after the last date of the bid submission, including
i. the enactment of any new law; or
ii. an amendment, modification or repeal of an existing law; or
iii. the requirement to obtain a new consent, permit or license; or
iv. any modification to the prevailing conditions prescribed for obtaining consent, permit or
license, not owing to any default of the SPG; or
v. any change in the rates of any Taxes including any duties and cess or introduction of any new
tax made applicable for setting up the Power Project and supply of power from the PowerProject
by the SPG which have a direct effect on the Project.

However, Change in Law shall not include

i. any change in taxes on corporate income or

 NIT No.: TPCODL/P&S/1000000493/23-24
ii. any change in any withholding tax on income or dividends distributed to the
shareholders of the SPG, or
iii. any change on account of regulatory measures by the Appropriate Commission.
In the event a Change in Law results in any adverse financial loss/ gain to the SPG then, in order to
ensure that the SPG is placed in the same financial position as it would have been had it not been
for the occurrence of the Change in Law, the SPG/ DISCOM shall be entitled to compensation by
the other Party, as the case may be, subject to the condition that the quantum and mechanism of
compensation payment shall be determined and shall be effective from such date as may be decided
by the Appropriate Commission.
In the event of any decrease in the recurring/ nonrecurring expenditure by the SPG or any income
to the SPG on account of any of the events as indicated above, SPG shall file an application to the
Appropriate Commission no later than sixty (60) days from the occurrence of such event, for seeking
approval of Change in Law. In the event of the SPG failing to comply with the above requirement, in
case of any gain to the SPG, DISCOM shall withhold the monthly tariff payments on an immediate
basis, until compliance of the above requirement by the SPG.
12.2. Relief for Change in Law
12.2.1. The aggrieved Party shall be required to approach the Appropriate Commission for seeking
approval of Change in Law.
12.2.2. The decision of the Appropriate Commission to acknowledge a Change in Law and the date
from which it will become effective, provide relief for the same, shall be final and governing
on both the Parties.
13. EVENTS OF DEFAULT AND TERMINATION
13.1. SPG Event of Default
13.1.1. The occurrence and/or continuation of any of the following events, unless any such event occurs
as a result of a Force Majeure Event or a breach by DISCOM of its obligations under this
Agreement, shall constitute an SPG Event of Default:
i. the failure to commence supply of power to DISCOM up to the Contracted Capacity, by the
end of the period specified in Article 4, or failure to continue supply of Contracted Capacity
to DISCOM after Commercial Operation Date throughout the term of this Agreement, or
if
a) the SPG assigns, mortgages or charges or purports to assign, mortgage or charge any
of its assets or rights related to the Project in contravention of the provisions of this
Agreement; or
b) the SPG transfers or novates any of its rights and/ or obligations under this Agreement,
in a manner contrary to the provisions of this Agreement; except where such transfer
 is in pursuance of a Law; and does not affect the ability of the transferee to perform,
and such transferee has the financial capability to perform, its obligations under this
Agreement or
 is to a transferee who assumes such obligations under this Agreement and the
Agreement remains effective with respect to the transferee;
ii. if (a) the SPG becomes voluntarily or involuntarily the subject of any bankruptcy or
insolvency or winding-up proceedings and such proceedings remain uncontested for a
period of thirty (30) days, or (b) any winding up or bankruptcy or insolvency order is passed
against the SPG, or (c) the SPG goes into liquidation or dissolution or has a receiver or any
similar officer appointed over all or substantially all of its assets or official liquidator is
appointed to manage its affairs, pursuant to Law, provided that a dissolution or liquidation of
the SPG will not be a SPG Event of Default if such dissolution or liquidation is for the purpose
of a merger, consolidation or reorganization and where the resulting company retains
creditworthiness similar to the SPG and expressly assumes all obligations of the SPG under
this Agreement and is in a position to perform them; or
 NIT No.: TPCODL/P&S/1000000493/23-24

iii. the SPG repudiates this Agreement and does not rectify such breach within a period of thirty
(30) days from a notice from DISCOM in this regard; or
iv. except where due to any DISCOM’s failure to comply with its material obligations, the SPG
is in breach of any of its material obligations pursuant to this Agreement, and such material
breach is not rectified by the SPG within thirty (30) days of receipt of first notice in this
regard given by DISCOM; or

v. occurrence of any other event which is specified in this Agreement to be a material breach/
default of the SPG;

13.2. DISCOM Event of Default

13.2.1. The occurrence and the continuation of any of the following events, unless any such event
occurs as a result of a Force Majeure Event or a breach by the SPG of its obligations under this
Agreement, shall constitute the Event of Default on the part of defaulting DISCOM:
i. DISCOM fails to pay (with respect to a Monthly Bill or a Supplementary Bill), subject to Article
10.5, for a period of ninety (90) days after the Due Date and the SPG is unable to recover
the amount outstanding to the SPG through the Letter of Credit,
ii. DISCOM repudiates this Agreement and does not rectify such breach even within a
period of sixty (60) days from a notice from the SPG in this regard; or

iii. except where due to any SPG’s failure to comply with its obligations, DISCOM is in
material breach of any of its obligations pursuant to this Agreement, and such material
breach is not rectified by DISCOM within sixty (60) days of receipt of notice in this regard
from the SPG to DISCOM; or
if
 DISCOM becomes voluntarily or involuntarily the subject of any bankruptcy or
insolvency or winding-up proceedings and such proceedings remain uncontested
for a period of sixty (60) days, or
 any winding up or bankruptcy or insolvency order is passed against DISCOM, or
 DISCOM goes into liquidation or dissolution or a receiver or any similar officer is
appointed over all or substantially all of its assets or official liquidator is appointed to
manage its affairs, pursuant to Law, provided that it shall not constitute a DISCOM
Event of Default, where such dissolution or liquidation of DISCOM or DISCOM is
for the purpose of a merger, consolidation or reorganization and where the
resulting entity has the financial standing to perform its obligations under this
Agreement and has creditworthiness similar to DISCOM and expressly assumes
all obligations of DISCOM and is in a position to perform them; or;
iv. Occurrence of any other event which is specified in this Agreement to be a material breach
or default of DISCOM.
13.3. Procedure for cases of SPG Event of Default
13.3.1. Upon the occurrence and continuation of any SPG Event of Default under Article 13.1, DISCOM
shall have the right to deliver to the SPG, with a copy to the representative of the lenders to the
SPG with whom the SPG has executed the Financing Agreements, a notice stating its intention
to terminate this Agreement (DISCOM Preliminary Default Notice), which shall specify in
reasonable detail, the circumstances giving rise to the issue of such notice.
13.3.2. Following the issue of a DISCOM Preliminary Default Notice, the Consultation Period of ninety
(90) days or such longer period as the Parties may agree, shall apply and it shall be the
responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the
consequences of the relevant Event of Default having regard to all the circumstances.
13.3.3. During the Consultation Period, the Parties shall continue to perform their respective obligations
under this Agreement.
 NIT No.: TPCODL/P&S/1000000493/23-24
13.3.4. Within a period of seven (7) days following the expiry of the Consultation Period unless the
Parties shall have otherwise agreed to the contrary or the SPG Event of Default giving rise
to the Consultation Period shall have ceased to exist or shall have been remedied, DISCOM
may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the
SPG.
13.3.5. Subject to the terms of this Agreement, upon occurrence of a SPG Event of Default under this
Agreement, the lenders in concurrence with the DISCOM, may exercise their rights, if any, under
Financing Agreements, to seek substitution of the SPG by a selectee for the residual period of
the Agreement, for the purpose of securing the payments of the total debt amount from the SPG
and performing the obligations of the SPG. However, in the event the lenders are unable to
substitute the defaulting SPG within the stipulated period, DISCOM may terminate the PPA and
may acquire the Project assets for an amount equivalent to 90% of the debt due or less as
mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the
Project assets.
Provided that any substitution under this Agreement can only be made with the prior consent of
DISCOM including the condition that the selectee meets the eligibility requirements of Request
for Selection (RfS) issued by DISCOM and accepts the terms and conditions of this Agreement.
13.3.6. The lenders in concurrence with DISCOM may seek to exercise the right of substitution under
Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPG shall
cooperate with DISCOM to carry out such substitution and shall have the duty and obligation to
continue to operate the Project in accordance with this PPA till such time as the is finalized. In
the event of Change in Shareholding/Substitution of Promoters triggered by the Financial
Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 1 Lakh per
MW +18% GST per transaction as facilitation fee (non-refundable) shall be deposited bythe SPG
to DISCOM.
13.3.7. In the event the lenders are unable to substitute the defaulting SPG within the stipulated period,
DISCOM may terminate the PPA and may acquire the Project assets for an amount equivalent
to 90% of the debt due, failing which, the lenders may exercise their mortgage rights andliquidate the
Project assets.
13.4. Procedure for cases of DISCOM Event of Default
13.4.1. Upon the occurrence and continuation of any DISCOM Event of Default specified in Article 13.2,
the SPG shall have the right to deliver to DISCOM, an SPG Preliminary Default Notice, which
notice shall specify in reasonable detail the circumstances giving rise to its issue.
13.4.2. Following the issue of an SPG Preliminary Default Notice, the Consultation Period of ninety (90)
days or such longer period as the Parties may agree, shall apply and it shall be the responsibility
of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences
of the relevant Event of Default having regard to all the circumstances.
13.4.3. During the Consultation Period, the Parties shall continue to perform their respective obligations
under this Agreement.
13.4.4. After a period of two hundred ten (210) days following the expiry of the Consultation Period and
unless the Parties shall have otherwise agreed to the contrary or DISCOM Event of Default giving
rise to the Consultation Period shall have ceased to exist or shall have been remedied, DISCOM
under intimation to SPG shall, subject to the prior consent of the SPG, novate its part of the
PPA to any third party, including its Affiliates within the stipulated period. In the event the
aforesaid novation is not acceptable to the SPG, or if no offer of novation is made by DISCOM
within the stipulated period, then the SPG may terminate the PPA and at its discretion require
DISCOM to either (i) takeover the Project assets by making a payment of the termination
compensation equivalent to the amount of the debt due and 150% (one hundred and fifty per cent)
of the adjusted equity or, (ii) pay to the SPG, damages, equivalent to 6 (six) months, or balance
PPA Term whichever is less, of charges for its contracted capacity, with the Project assets being
retained by the SPG.
Provided further that at the end of three (3) months period from the period mentioned in this
Article 13.4.4, this Agreement may be terminated by the SPG.
 NIT No.: TPCODL/P&S/1000000493/23-24
13.5. Termination due to Force Majeure
13.5.1. If the Force Majeure Event or its effects continue to be present beyond a period as specified in
Article 4.4.2, either Party shall have the right to cause termination of the Agreement. In such
an event this Agreement shall terminate on the date of such Termination Notice without any
further liability to either Party from the date of such termination.
14. LIABILITY AND INDEMNIFICATION
14.1. Indemnity
14.1.1. The SPG shall indemnify, defend and hold DISCOM harmless against:
a. any and all third-party claims against DISCOM for any loss of or damage to property of such
third party, or death or injury to such third party, arising out of a breach by the SPG of any
of its obligations under this Agreement; and
b. any and all losses, damages, costs and expenses including legal costs, fines, penalties
and interest actually suffered or incurred by DISCOM from third party claims arising by
reason of a breach by the SPG of any of its obligations under this Agreement, (provided
that this Article 14 shall not apply to such breaches by the SPG, for which specific
remedies have been provided for under this Agreement).
14.1.2. DISCOM shall indemnify, defend and hold the SPG harmless against:
a. any and all third-party claims against the SPG, for any loss of or damage to property of such
third party, or death or injury to such third party, arising out of a breach by DISCOM of any
of their obligations under this Agreement; and
b. any and all losses, damages, costs and expenses including legal costs, fines, penalties and
interest (‘Indemnifiable Losses’) actually suffered or incurred by the SPG from third party
claims arising by reason of a breach by DISCOM of any of its obligations.
14.2. Procedure for claiming Indemnity
14.2.1. Third-party claims
a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant
to Article 14.1.1(a) or 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying
Party of such claim referred to in Article 14.1.1(a) or 14.1.2(a) in respect of which it is entitled to
be indemnified. Such notice shall be given as soon as reasonably practicable after the
Indemnified Party becomes aware of such a claim. The Indemnifying Party shall be liable to
settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided
however that, if:
i. the Parties choose to refer the dispute before the Arbitrator in accordance with Article
16.3.2;
and
ii. the claim amount is not required to be paid/ deposited to such third party pending the
resolution of the Dispute,
the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or
to the third party, as the case may be, promptly following the resolution of the Dispute, if such
Dispute is not settled in favour of the Indemnified Party.
b. The Indemnified Party may contest the claim by referring to the Arbitrator for which it is entitled
to be Indemnified under Article 14.1.1(a) or 14.1.2(a) and the Indemnifying Party shall reimburse
to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Party.
However, such Indemnified Party shall not settle or compromise such claim without first getting
the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or
delayed.

An Indemnifying Party may, at its own expense, assume control of the defence of any
proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify
such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume
control of the defence, and employs an independent legal counsel at its own cost that is
reasonably satisfactory to the Indemnified Party.
 NIT No.: TPCODL/P&S/1000000493/23-24
14.3. Indemnifiable Losses
14.3.1. Where an Indemnified Party is entitled to Indemnifiable Losses from the Indemnifying Party
pursuant to Article 14.1.1(b) or 14.1.2(b), the Indemnified Party shall promptly notify the
Indemnifying Party of the Indemnifiable Losses actually incurred by the Indemnified Party. The
Indemnifiable Losses shall be reimbursed by the Indemnifying Party within thirty (30) days of
receipt of the notice seeking Indemnifiable Losses by the Indemnified Party. In case of
nonpayment of such losses after a valid notice under this Article 14.3, such event shall constitute
a payment default under Article 13.
14.4. Limitation of Liability
14.4.1. Except as expressly provided in this Agreement, neither the SPG nor its/ their respective officers,
directors, agents, employees or affiliates (or their officers, directors, agents or employees), shall
be liable or responsible to the other Party or its affiliates, officers, directors, agents, employees,
successors or permitted assigns or their respective insurers for incidental, indirect or
consequential damages, connected with or resulting from performance or non- performance of
this Agreement, or anything done in connection herewith, including claims in the nature of lost
revenues, income or profits (other than payments expressly required and properly due under this
Agreement), any increased expense of, reduction in or loss of power generation or equipment
used therefore, irrespective of whether such claims are based upon breach of warranty, tort
(including negligence, whether of DISCOM , the SPG or others), strict liability, contract, breach
of statutory duty, operation of law or otherwise.
14.4.2. DISCOM shall have no recourse against any officer, director or shareholder of the SPG or any
Affiliate of the SPG or any of its officers, directors or shareholders for such claims excluded under
this Article. The SPG shall have no recourse against any officer, director or shareholder of
DISCOM, or any affiliate of DISCOM or any of its officers, directors or shareholders for such
claims excluded under this Article.
14.5. Duty to Mitigate
14.5.1. The Parties shall endeavor to take all reasonable steps so as mitigate any loss or damage which
has occurred under this Article 14.
15. ASSIGNMENTS AND CHARGES
15.1. Assignments
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors and permitted assigns. This Agreement shall not be assigned by any Party, except
to the Project lender or lender’s representative as security for their debt under the Financing
Agreements, other than by mutual consent between the Parties to be evidenced in writing. Such
assignment shall be agreed to by DISCOM subject to the compliance of provisions contained in this
Agreement and more specifically to the provisions of Article 4.1.1 of this Agreement. In no case,
such assignment shall be permissible prior to the declaration of COD.
Provided that, DISCOM shall permit assignment of any of SPG’s rights and obligations under this
Agreement in favour of the lenders to the SPG, if required under the Financing Agreements.
Provided that, such consent shall not be withheld if DISCOM seeks to transfer to any transferee
all of its rights and obligations under this Agreement.
The enforcement of the rights and obligation between the SPG and the DISCOM provided in this
Agreement shall not be treated as an assignment but an enforcement of the terms agreed under
this Agreement.
Provided further that any successor(s) or permitted assign(s) identified after mutual agreement
between the Parties may be required to execute a new agreement on the same terms and
conditions as are included in this Agreement. An amount of Rs. 1 Lakh per Transaction as
Facilitation Fee (non-refundable) shall be deposited by the SPG to DISCOM. Provided further that,
such consent shall not be withheld by the SPG if DISCOM seeks to transfer to any affiliateall of
its rights and obligations under this Agreement.
In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial
 NIT No.: TPCODL/P&S/1000000493/23-24
Institutions leading to signing of fresh PPA with a New Entity, an amount of INR 1 Lakh per
Transaction as Facilitation Fee (non-refundable) shall be deposited by the SPG to DISCOM.
15.2. Permitted Charges
15.2.1. SPG shall not create or permit to subsist any encumbrance over all or any of its rights and
benefits under this Agreement, other than as set forth in Article 15.1 and the Guidelines.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1. Governing Law
16.1.1. This Agreement shall be governed by and construed in accordance with the Laws of India. Any
legal proceedings in respect of any matters, claims or disputes under this Agreement shall
be under the jurisdiction of appropriate courts in Bhubaneswar/ Odisha.
16.2. Amicable Settlement and Dispute Resolution
i. Either Party is entitled to raise any claim, dispute or difference of whatever nature arising under,
out of or in connection with this Agreement (“Dispute”) by giving a written notice (Dispute
Notice) to the other Party, which shall contain:
a. a description of the Dispute;
b. the grounds for such Dispute; and
c. all written material in support of its claim.
ii. The other Party shall, within thirty (30) days of issue of Dispute Notice issued under Article
16.2.1(i), furnish:
a. counter-claim and defenses, if any, regarding the Dispute; and
b. all written material in support of its defenses and counter-claim.
iii. Within thirty (30) days of issue of Dispute Notice by any Party pursuant to Article 16
a. if the other Party does not furnish any counterclaim or defense under Article 16
b. or thirty (30) days from the date of furnishing counterclaims or defense by the other Party,
both the Parties to the Dispute shall meet to settle such Dispute amicably. If the Parties
fail to resolve the Dispute amicably within thirty (30) days from the later of the dates
mentioned in this Article 16.2.1.
c. the Dispute shall be referred for dispute resolution in accordance with Article 16.3.
16.3. Dispute Resolution
16.3.1. Dispute Resolution by the Appropriate Commission
i. Where any Dispute or differences arises in relation to this agreement of any nature whatsoever
including the construction, interpretation or implementation of the provisions of this agreement as
well as claim made by any Party for any change in or determination of the Tariff or any matter related
to Tariff or claims made by any Party which partly or wholly relate to any change in the Tariff or
determination of any of such claims could result in change in the Tariff, and relates to any matter
agreed to be referred to the Appropriate Commission, shall be submitted to adjudication by
the Appropriate Commission. Appeal against the decisions of the Appropriate Commission shall be
made only as per the provisions of the Electricity Act, 2003, as amended from time to time.
ii. DISCOM shall be entitled to co-opt the lenders (if any) as a supporting party in such proceedings
before the Appropriate Commission.
16.3.2. Dispute Resolution through Arbitration
ii. If the Dispute arising as per Article 16.2.1 is not amicably resolved & such dispute is not covered in
Article 16.3.1(i), such Dispute shall be resolved by arbitration under the provisions of the Electricity
Act, 2003 (as amended from time to time) as under: Proceedings as well as appointment of the
arbitrator(s) shall be carried out by the Appropriate Commissions under the Electricity Act 2003 as
amended from time to time. As stipulated by the said Electricity Act 2003, the said arbitration will take
place as per the provisions of the Arbitration and Conciliation Act 1996 as amended from time to time.
iii. The place of arbitration shall be at Bhubaneswar. The language of the arbitration shall be English.
iv. The Arbitration Tribunal’s award shall be substantiated in writing. The Arbitration Tribunal shall also
decide on the costs of the arbitration proceedings and the allocation thereof.
v. The provisions of this Article shall survive the termination of this PPA for any reason whatsoever.
vi. The award shall be of majority decision.
 NIT No.: TPCODL/P&S/1000000493/23-24
vii. DISCOM shall be entitled to co-opt the lenders (if any) as a supporting party in such arbitration
proceedings.
16.4. Parties to Perform Obligations
16.4.1. Notwithstanding the existence of any Dispute and difference referred to the Appropriate
Commission and save as the Appropriate Commission may otherwise direct by a final or interim
order, the Parties hereto shall continue to perform their respective obligations (which are not in
dispute) under this Agreement.
17. MISCELLANEOUS PROVISIONS
17.1. Amendment
17.1.1. This Agreement may only be amended or supplemented by a written agreement between
the Parties.
17.2. Third-party Beneficiaries
17.2.1. This Agreement is solely for the benefit of the Parties and their respective successors and
permitted assigns and shall not be construed as creating any duty, standard of care or any
liability to, any person not a party to this Agreement.
17.3. Waiver
17.3.1. No waiver by either Party of any default or breach by the other Party in the performance
of any of the provisions of this Agreement shall be effective unless in writing duly executed
by an authorized representative of such Party.
17.3.2. Neither the failure by either Party to insist on any occasion upon the performance of the terms,
conditions and provisions of this Agreement nor time or other indulgence granted by one
Party to the other Parties shall act as a waiver of such breach or acceptance of any variation or
the relinquishment of any such right or any other right under this Agreement, which shall remain
in full force and effect.
17.4. Confidentiality
17.4.1. The Parties undertake to hold in confidence this Agreement and not to disclose the terms
and conditions of the transaction contemplated hereby to third-parties, except:
a. to their professional advisors;
b. to their officers, contractors, employees, agents or representatives, financiers, who need
to have access to such information for the proper performance of their activities; or
c. disclosures required under Law, without the prior written consent of the other Party.
17.5. Severability
17.5.1. The invalidity or unenforceability, for any reason, of any part of this Agreement shall not prejudice
or affect the validity or enforceability of the remainder of this Agreement, unlessthe part
held invalid or unenforceable is fundamental to this Agreement.

17.6. Notices
17.6.1. All notices or other communications which are required to be given under this Agreement
shall be in writing and in the English language.
17.6.2. If to the SPG, all notices or other communications which are required must be delivered
personally or by registered post or facsimile or any other method duly acknowledged to the
addresses below:
Address: [●]
Attention: [●]
Email: [●]
Fax. No.: [●]
Telephone No.: [●]
17.6.3. If to DISCOM, all notices or communications must be delivered personally or by registered post
 NIT No.: TPCODL/P&S/1000000493/23-24
or facsimile or any other mode duly acknowledged to the address(es) below:
Address:
17.6.4. All notices or communications given by facsimile shall be confirmed by sending a copy of the
same via post office in an envelope properly addressed to the appropriate Party for delivery
by registered mail. All notices shall be deemed validly delivered upon receipt evidenced by an
acknowledgment of the recipient, unless the Party delivering the notice can prove in case of
delivery through the registered post that the recipient refused to acknowledge the receipt of the
notice despite efforts of the postal authorities.
17.6.5. Any Party may by notice of at least fifteen (15) days to the other Party change the address and/or
addresses to which such notices and communications to it are to be delivered or mailed.
17.7. Language
17.7.1. All agreements, correspondence and communications between the Parties relating to this
Agreement and all other documentation to be prepared and supplied under the Agreement
shall be written in English, and the Agreement shall be construed and interpreted in accordance
with English language.
17.7.2. If any of the agreements, correspondence, communications or documents are prepared in any
language other than English, the English translation of such agreements, correspondence,
communications or documents shall prevail in matters of interpretation.
17.8. Restriction of Shareholders / Owners’ Liability
17.8.1. Parties expressly agree and acknowledge that none of the shareholders of the Parties hereto
shall be liable to the other Parties for any of the contractual obligations of the concerned
Party under this Agreement. Further, the financial liabilities of the shareholder/s of each Party
to this Agreement, shall be restricted to the extent provided in the relevant act in India.
17.9. Restriction of Shareholders / Owners’ Liability
17.9.1. Parties expressly agree and acknowledge that none of the shareholders of the Parties hereto
shall be liable to the other Parties for any of the contractual obligations of the concerned
Party under this Agreement. Further, the financial liabilities of the shareholder/s of each Party
to this Agreement, shall be restricted to the extent provided in the relevant act in India.
17.10. Taxes and Duties
17.10.1. The SPG shall bear and promptly pay all statutory taxes, duties, levies and cess,
assessed/ levied on the SPG, contractors or their employees that are required to be paid by
the SPG as per the Law in relation to the execution of the Agreement and for supplying power as
per the terms of this Agreement.

17.10.2. DISCOM shall be indemnified and held harmless by the SPG against any claims
that may be made against DISCOM in relation to the matters set out in Article 17.9.1.
17.10.3. DISCOM shall not be liable for any payment of, taxes, duties, levies, cess whatsoever
for discharging any obligation of the SPG by DISCOM on behalf of SPG.
17.11. Independent Entity
17.11.1. The SPG shall be an independent entity performing its obligations pursuant to the
Agreement.
17.11.2. Subject to the provisions of the Agreement, the SPG shall be solely responsible forthe
manner in which its obligations under this Agreement are to be performed. All employees and
representatives of the SPG or contractors engaged by the SPG in connection with the
performance of the Agreement shall be under the complete control of the SPG and shall not be
deemed to be employees, representatives, contractors of DISCOM and nothing contained in the
Agreement or in any agreement or contract awarded by the SPG shall be construed to create
any contractual relationship between any such employees, representatives or contractors and
DISCOM .
 NIT No.: TPCODL/P&S/1000000493/23-24
17.12. Compliance with Law
17.12.1. Despite anything contained in this Agreement but without prejudice to this Article, if any
provision of this Agreement shall be in deviation or inconsistent with or repugnant to the
provisions contained in the Electricity Act, 2003, or any rules and regulations made thereunder,
such provision of this Agreement shall be deemed to be amended to the extent required to bring it
into compliance with the aforesaid relevant provisions as amended from time to time.
17.13. Breach of Obligations
17.13.1. The Parties acknowledge that a breach of any of the obligations contained herein would
result in injuries. The Parties further acknowledge that the amount of the liquidated damages or
the method of calculating the liquidated damages specified in this Agreement is a genuine and
reasonable pre-estimate of the damages that may be suffered by the non- defaulting party in
each case specified under this Agreement.
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 DISCOM For and on behalf of [SPG]

Name: Name:
Designation: Designation:
Address: Address:
Signature with seal: Signature with seal:

Witness: Witness:
1. 1.

2. 2.
 NIT No.: TPCODL/P&S/1000000493/23-24
Annexure 1: Details of land
SCHEDULE PROPERTY

All that piece and parcel of Schedule Property is mentioned below:

 Name: [name of Individual Farmers or Group of Farmers or Cooperatives or
Panchayats or FPO or WUA]
 Mobile no.: [Mobile no. of Individual Farmers or Group of Farmers or Cooperatives or
Panchayats or FPO or WUA]
 AADHAAR no.: [AADHAAR no. (applicable for Individual Farmers or Group of
Farmers)]
 Registration details: [Registration no., date of registration, registered under [insert the
act under which it is registered] (appliable for Cooperatives or Panchayats or FPO or
WUA)]
 Mouja: [mouja name]
 Thana, thana no.: [thana name], [thana no.]
 Tehsil, tehsil no.: [tehsil name], [tehsil no.]
 Panchayat: [panchayat name]
 Village: [village name]
 RI circle: [RI circle name]
 District: [district name]
 Pin code: [6-digit pin code]
 Google coordinate: [for example 20.135172, 85.084869 format]
Khata no. Plot no. Kissam Extent/ rakba Current usage
of land (in (Agriculture/
acres) non-agriculture/
barren)

Note: Please note that this Annexure is a sample format and the Bidder shall provide the above
information for each Project applied for an individual substation. In case the Bidder has land spread
across 2 different administrative units, for example, in 2 different tehsil or village, then the information
shall be provided under separate Annexures.
 NIT No.: TPCODL/P&S/1000000493/23-24
Annexure 2: Schedule for minimum Contracted Energy generation for the Project
The year-wise schedule for minimum Contracted Energy generation for the Project is mentioned below:
Contract Year Minimum Contracted Energy (kWh)@15% CUF
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
 NIT No.: TPCODL/P&S/1000000493/23-24
Annexure 3: Performance Bank Guarantee format

Format for Performance Security

(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of
execution.)
(Performance Security shall be submitted in 2 Nos. of Bank Guarantees in the ratio of 20% and 80%
value.)
In consideration of the M/s [Insert name of the Successful Bidder] (hereinafter referred to as ‘Solar
Project Generator or SPG') submitting the response to RFP No. [RFP] dated [DD MMM YYYY] issued
by Tata Power Central Odisha Distribution Limited (TPCODL) inter alia for selection of the Project
having the capacity of [Capacity] kWp, at [Insert name of the SPP location] for supply of energy
therefrom on long term basis to the concerned DISCOM and TPCODL considering such response to
the RFP (which expression shall unless repugnant to the context or meaning thereof include its
executers, administrators, successors and assignees), TPCODL issuing an intimation Letter of Award
no. [intimation no.] dated [DD MMM YYYY] to [name of SPG] as per terms of RFP and the same
having been accepted by the SPG resulting in a Power Purchase Agreement (PPA) to be entered into
with the concerned DISCOM, for purchase of Delivered Energyfrom the SPG. As per the terms of the
RFP, the [insert name & address of bank] hereby agrees unequivocally, irrevocably and
unconditionally to pay to TPCODL at [TPCODL’s address] forthwith on demand in writing from
TPCODL or any Officer authorized by it in this behalf, any amount up to and not exceeding INR
[Amount] (Indian Rupees [in words]) only, on behalf of the SPG.
This Bank Guarantee shall be valid and binding on this Bank up to and including [insert expiry date in
DD MMM YYYY] along with claim date up to and including [insert claim date in DD MMM YYYY] and
shall not be terminable by any notice or any change in the constitution of the Bank or the term of
contract 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 parties to the respective agreement.
Our liability under this Bank Guarantee is restricted to INR [Amount] (Indian Rupees [in words]) only.
Our Bank Guarantee shall remain in force until [insert expiry date in DD MMM YYYY] TPCODL shall
beentitled to invoke this Bank Guarantee till [insert claim date in DD MMM YYYY].
The Guarantor Bank hereby agrees and acknowledges that TPCODL shall have the right to invoke this
Bank Guarantee in part or in full, as it may deem fit at its branch at Bhubaneswar.
The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the
written demand by TPCODL, made in any format, raised at the above-mentioned address of the
Guarantor Bank, in order to make the said payment to TPCODL.
The Guarantor Bank shall make payment hereunder on first demand without restriction or conditions
and notwithstanding any objection by the SPG and/ or any other person. The Guarantor Bank shall
neither require TPCODL to justify the invocation of this Bank Guarantee, nor shall the Guarantor Bank
have any recourse against TPCODL in respect of any payment made hereunder.
This Bank Guarantee shall be interpreted in accordance with the laws of India and the courts at
Bhubaneswar shall have exclusive jurisdiction.
The Guarantor Bank represents that this Bank Guarantee has been established in such form and with
such content that it is fully enforceable in accordance with its terms as against the Guarantor Bank in
the manner provided herein.
This Bank Guarantee shall not be affected in any manner by reason of merger, amalgamation,
restructuring or any other change in the constitution of the Guarantor Bank or whatsoever.
This Bank Guarantee shall be a primary obligation of the Guarantor Bank and accordingly TPCODL
shall not be obliged before enforcing this Bank Guarantee to take any action in any court or arbitral
proceedings against the SPG, to make any claim against or any demand on the SPG or to give any
 NIT No.: TPCODL/P&S/1000000493/23-24
notice to the SPG or to enforce any security held by TPCODL or to exercise, levy or enforce any
distress, diligence or other process against the SPG .
The Guarantor Bank acknowledges that this Bank Guarantee is not personal to TPCODL and may be
assigned, in whole or in part, (whether absolutely or by way of security) by TPCODL to any entity to
whom TPCODL is entitled to assign its rights and obligations under the PPA.

Signature:
Name: [Name]
Power of Attorney No.: [PoA no.]

For
[Insert name of the Bank]
Email ID of the Bank: [Email id]
Banker’s Stamp and Full Address: [Address]
Dated this [DD] day of [MMM], [YYYY]

Witness

1. ………………………………. 2. ……………………………….
Signature Signature
Name and Address Name and Address

Note:
1. The stamp paper shall be in the name of the executing bank and of appropriate value of stamp
paper.
2. The Performance Security shall be executed by any of the nationalized or scheduled bank in
India.
 NIT No.: TPCODL/P&S/1000000493/23-24

LEASE AGREEMENT

This Lease Agreement entered into on this [Day] day of [Month] month [Year] year (“Effective Date”) at
[Location].

BETWEEN:

[Name of the Lessor - Individual Farmer/ Group of Farmers/ Cooperatives/ Panchayats/ Farmer Producer
Organizations/ Water User Associations] (hereinafter referred to as the “Lessor", which expression shall,
wherever the context so requires or admits, shall mean and include his legal heirs, executors, administrators and
assignees successors in interest);

AND:

[Name of the Lessee – Solar Power Generator (SPG)], represented by [Name of the authorized signatory
of the Lessee], (hereinafter referred to as the “Lessee, which expression shall, wherever the context so
requires or admits, shall mean and include its executors, administrators and assignees successors in
interest).

The Lessor and Lessee are individually referred to as a ‘Party’ and collectively referred to as ‘Parties’.

I. WHEREAS the Lessor is the owner in possession of the barren/ agricultural/ non-agricultural land
measuring [area in acres] acres situated at Panchayat [Panchayat name], Village [Village name], RI
Circle [RI Circle name], District [District name] in Odisha which is more fully described in the
Schedule hereunder and hereinafter referred to as the “Schedule Property” as given in Annexure
1.

II. WHEREAS the Lessee being a [sole proprietor firm/ partnership firm/ company] incorporated under
the [relevant act in India], having its registered office at [registered office address] to plan, develop
and operate solar energy-based power plant under MNRE Scheme notified on 8th March 2019 and
further amendments.

III. (a) WHEREAS pursuant to the request of the Lessee, the Lessor has agreed to grant the lease,
the Lessee has agreed to take on lease from the Lessor the Schedule Property which is more fully
described in Schedule written hereunder and hereinafter referred to as the “Schedule Property"
for setting up of the [Project capacity - 500 kW to 2,000 MW] kW solar energy based power plant
(hereinafter referred to as the “Project”).

(b) That pursuant to the request of the Lessee, the Lessor has submitted an application under
Section 8-A, of The Odisha Land Reforms Act, 1960 for the conversion of the Schedule Property.
The Lessee, on behalf of the Lessor, shall presume that the Schedule Property is deemed to have
been converted for non-agricultural purposes, in case it is required to convert the land for non-
agricultural purposes. However, the Lessee shall be responsible for obtaining the approval for
converting the status of the Schedule Property, as per the Applicable Law.

IV. WHEREAS the Lessor and Lessee have mutually determined the lease rent charges as detailed in
Article 3 of this Lease Agreement.

V. NOW THIS LEASE AGREEMENT WITNESSES THAT in consideration of the above and of the
mutual covenants of the Parties hereto, the Lessor hereby grants and the Lessee hereby accepts
the lease of the Schedule Property on the following terms and conditions:
 NIT No.: TPCODL/P&S/1000000493/23-24

1. PURPOSE OF LEASE:

The grant of lease by the Lessor to the Lessee in respect of the Schedule Property is for the purpose
of developing the Project (including associated infrastructure like office, fence etc.) under the MNRE
Scheme notified on 8th March 2019 and further amendments.

2. PERIOD OF THE LEASE

The period of this Lease Agreement shall be for twenty-seven (27) years from the Effective Date
(“Lease Period”) which may be renewed at the option of the Lessee and Lessor for further period, on
such mutually agreeable terms as may be agreed at the time of renewal, by both the Parties, by
executing and registering a separate lease agreement.

3. RENT

a) The rent payable by the Lessee to the Lessor for the Schedule Property shall be INR [in number]/-
(Indian Rupees [in words]) only per annum per acre for the Lease Period. The portion of the
Schedule Property less than one acre shall be calculated in terms of decimal and the rent payable
for the same shall be at INR [in number]/- (Indian Rupees [in words]) only per decimal or part
thereof, per annum for the Lease Period.

b) The annual rent shall be paid in twelve (12) equal installments and each installment shall be paid,
in advance, by the 5th day of every month, by crediting the same to the Lessor’s bank account, the
details of which may be furnished by the Lessor from time to time.

c) The SPG shall make payment of monthly rent directly in advance, by the 5th day of every month,
by crediting the same to the lessor’s (Individual Farmers or Group of Farmers or Cooperatives or
Panchayats or FPO or WUA) bank account as per the Land Lease Agreement until achieving the
COD and for the first month of the PPA Term. In this regard, the SPG shall submit the bank
receipts to DISCOM by 10th of every month citing that the rent payments are made on or before
5th of every month;

d) The Lessee shall make payment of monthly rent through DISCOM in line with the Power Purchase
Agreement (PPA) signed between the Lessee and DISCOM during the PPA Term, except for the
first month of PPA Term. In such a case, DISCOM will pay the rent to Lessor on monthly basis
from the proceeds payable to the Lessee for the energy supplied by Lessee as per the PPA. In
case there is a shortfall of payment for the payment to be made to the Lessor, then the Bidder
shall be responsible to make a payment to DISCOM for the equivalent amount thirty (30) Days
prior to the due date of payment.

e) The SPG shall make payment of monthly rent directly in advance, by the 5th day of every month,
by crediting the same to the lessor’s (Individual Farmers or Group of Farmers or Cooperatives or
Panchayats or FPO or WUA) bank account as per the Land Lease Agreement from the date of
expiry of PPA term of 25 years (as per the PPA terms and conditions) until the expiry of Lease
Period. In this regard, the SPG shall submit the bank receipts to DISCOM by 10th of every month
citing that the rent payments are made on or before 5th of every month and this obligation will
survive post expiry of the PPA term of 25 years;

f) The rent hereby reserved shall be paid by enhancing the same at the end of every [●] year(s), at
[●%] or [INR in amount] on the rent hereby agreed.

g) If the Lessee delays the payment of rent by the due date of every month, for any reason, the same
shall be paid by adding the interest at the rate [●]% for the said delayed period.
 NIT No.: TPCODL/P&S/1000000493/23-24

h) The monthly rent schedule is attached in Annexure 2 (Rent Schedule).

4. GENERAL TERMS

a) In consideration of the rent herein agreed as payable to the Lessor being paid by the Lessee
through DISCOM regularly and on complying with other terms and conditions and covenants by
the Lessee, the Lessee shall peacefully possess and enjoy the Schedule Property during the
Lease Period without any interruption by the Lessor.

b) The Lessor shall allow the Lessee or its representatives to conduct a survey and other related
work.

c) The Lessor has no objections for the Lessee to establish the Project in the Schedule Property,
which is the purpose of the grant of this lease and to that effect, the Lessee entering into any
agreements, deeds with companies, individuals, developers/ third party, etc. in respect of the
Schedule Property.

d) The Lessor has no objections for the Lessee or its representatives for installation of machinery,
equipment, etc. to establish the Project in the Schedule Property and all work relating to thereto,
including but not limited to laying poles, wires, etc.

5. EVENT OF SALE, ACCEPTANCE OF LEASE BY THE NEW LESSOR

a) In the event of the Lessor transferring their rights/ interest in any manner during the existence of
the lease to any other Person, the same may be allowed without affecting the rights of the Lessee
under the Lease Agreement in any manner and the Lessor shall inform the Lessee about the
acquiring of the right/ interest in respect of the Schedule Property and on receipt of such
information, the Lessee shall accept such Person’s lessorship of the Schedule Property and obtain
a written confirmation from such Person to the effect that he will be bound by the terms of the
Lease Agreement.

b) In the event of the Lessor transferring their rights/ interest to any other Person, the same may be
informed to the Lessee and the Lessor shall ascertain and obtain all the necessary documents
from the Person to the effect that the Person will be bound by the terms and conditions of the
Lease Agreement for the balance Lease Period or for using the said documents for renewal of the
lease agreement, if required mutually by the parties.

c) During the subsistence of the Lease Agreement, the Lessor shall not carry any activity, in the
Schedule Property, other than those agreed in this Lease Agreement;

d) The change in the legal status of the Lessee shall not affect the terms and conditions of this Lease
Agreement.

e) Two (2) original Lease Agreements shall be made for the Lessee and the Lessor.

f) In the event of any dispute in respect of the Schedule Property, the Lessee shall deposit the rent
in the concerned civil court. In the event of retention of the rent with the Lessee, the Lessee shall
pay the same together with interest thereon at the rate [●]% for such period.

g) The Lessee shall not offer or create any charge or encumbrance by offering the same as by way
of mortgage, security, etc. in favor of any banks or financial institutions in respect of the loans or
advances or any other financial facilities that may be availed by the Lessee.
 NIT No.: TPCODL/P&S/1000000493/23-24

h) The Lessor shall pay all the tax/ any other statutory or other charges, as applicable, in respect of
the Schedule Property during the Lease Period or extended lease period, if applicable.

6. PAYMENT OF STAMP DUTY AND REGISTRATION CHARGES:

The stamp duty and other registration charges, as applicable for this Lease Agreement shall be paid
by the Lessee during the Lease Period.

7. FORCE MAJEURE:

It is also agreed and understood between the Parties that in case of any mishap due to fire, earthquake,
strike, floods, tempest, war, riot, civil war or civil commotions, mob violence, civil disturbance, act of
God or on account of terrorist attack, the Lessor shall not be liable for any loss or damage that may be
occasioned to the Lessee/ its merchandise.
8. ADDRESSES FOR CORRESPONDENCE, ETC

Any notice and/ or communications between the Parties shall be deemed to be sufficient if delivered by
hand under acknowledgment or sent by registered post acknowledgment due to the following address
or the address that may be intimated in writing to the Lessee by the Lessor from time to time or email
post an acknowledgment:

LESSOR’S:
Name of the contact person: [●] Designation
of the contact person: [●]Address: [●]
Email: [●]
Contact no.: [●]

LESSEE’S:
Name of the contact person: [●] Designation
of the contact person: [●]Address: [●]
Email: [●]
Contact no.: [●]

9. LESSOR’S DUTIES, COVENANTS, AND OBLIGATIONS

a) The Lessor hereby covenants with the Lessee that the Lessee regularly paying the rents hereby
reserved and performing and observing all the covenants of the Lessee herein contained, shall be
entitled, during the subsistence of this lease to enjoy the Schedule Property without let, hindrance
or interference from the Lessor or any other Person claiming through or under him; Still, in the
event of the Lessee restrained from enjoying the peaceful possession of the Schedule Property
or on account of any action by the Government during the Lease Period and in the event of
dispossession of the Lessee from the Schedule Property or any portion thereof forcibly, due to
any default of the Lessor, the Lessor shall make good the reasonable loss that may be suffered
by the Lessee.

b) The Lessor shall offer necessary support and cooperation to the Lessee in its process to obtain
required permissions, approvals, clearances, etc., from any statutory authority or other local
bodies for the purpose of obtaining and license, permissions, etc., for installation of the Project.
However, obtaining such permissions, approvals, clearances, etc., shall be the sole responsibility
of Lessee.
 NIT No.: TPCODL/P&S/1000000493/23-24

10. LESSEE'S COVENANT AND OBLIGATIONS

The Lessee hereby covenants with the Lessor as under:

a) The Schedule Property shall be utilized for the purpose, as mentioned under Article 0;

b) The Lessee shall pay the rents regularly and promptly, as mentioned under Article 3.

11. TERMINATION AND RE-ENTRY

The Lease shall be terminable under all or any of the following circumstances, namely –

a) by efflux of time;

b) in the event of breach by either Party of the terms, conditions and covenants hereof;

c) if the Schedule Property or any part thereof is severely damaged or destroyed due to any
unforeseen circumstances or Force Majeure situation, etc., and these damages are not restored
to by the Lessor within a reasonable time or if the demised premises is acquired compulsorily by
any authority (in this case, the Lessee will have the recourse of arbitration against such authority);

d) After the expiry of the Lease Period, the Lessee shall handover the Schedule Property to the
Lessor as it existed previously at the time of this Lease Agreement (subject to normal wear and
tear). The Lessee will ensure that the Project after the ‘end of life’ (when they become defective/
non-operational/ non-repairable) are disposed of in accordance with the “e-waste (Management
and Handling) Rules, 2011” notified by the Government and as revised and amended from time to
time, failing which the cost of restoring the Schedule Property to the previously existing condition will
be recovered by the Lessor from the proceeds payable to the Lessee in lieu of energy suppliedby
Lessee as per the Power Purchase Agreement.

e) If the PPA signed between the Lessee and DISCOM is terminated due to any reasons whatsoever.

12. VARIATION:

The Lessor and the Lessee hereto acknowledge that this Lease Agreement supersedes all prior
communications between them including all oral or written proposals. Any variation, addition and
modifications of this Lease Agreement between the Parties shall be valid only if in writing by the Lessor
and Lessees authorized representative.

13. ARBITRATION:

a) Any disputes or differences arising between the Parties hereto as to the effect, interpretation or
application any of the clauses of this Lease Agreement or as to their rights, duties or liabilities
thereunder, or as to any act, matter or thing arising out of, or consequent to, or in connection with
this Lease Agreement shall be referred to and resolved by arbitration by referring the same for
arbitration to any retired District Judge and shall be resolved finally at his arbitration under
arbitration and Conciliation Act 1996 and its Amendments or any other Enactment. The arbitration
proceedings shall be held at Odisha, preferably at Bhubaneswar/ Cuttack, and shall be in English
Language.
 NIT No.: TPCODL/P&S/1000000493/23-24

b) This Lease Agreement shall be governed by the laws of India. The Courts at Odisha alone shall
have the jurisdiction to entertain and or try any dispute arising out of or in connection with or in
relation to the terms of this Lease Agreement .

IN WITNESS WHEREOF the Parties hereto have executed these presents in the presence of the
witnesses attesting hereunder on the day, month and year mentioned hereinabove.

Signed and delivered by the Lessor Signed and delivered by the Lessor

Signature: Signature:
Name of the Authorized Signatory: Name of the Authorized Signatory:
Date: Date:

Witnesses: Witnesses:

In the presence of: In the presence of:

1. 1.

Signature: Signature:
Name: Name:
Designation: Designation:

2. 2.

Signature: Signature:
Name: Name:
Designation: Designation:
 NIT No.: TPCODL/P&S/1000000493/23-24

Annexure 1 (SCHEDULE PROPERTY)

All that piece and parcel of Schedule Property is mentioned below:

 Name: [name of Individual Farmers or Group of Farmers or Cooperatives or Panchayats

or FPO or WUA]
 Mobile no.: [Mobile no. of Individual Farmers or Group of Farmers or Cooperatives or
Panchayats or FPO or WUA]
 AADHAAR no.: [AADHAAR no. (applicable for Individual Farmers or Group of Farmers)]
 Registration details: [Registration no., date of registration, registered under [insert the
act under which it is registered] (appliable for Cooperatives or Panchayats or FPO or
WUA)]
 Mouja: [mouja name]
 Thana, thana no.: [thana name], [thana no.]
 Tehsil, tehsil no.: [tehsil name], [tehsil no.]
 Panchayat: [panchayat name]
 Village: [village name]
 RI circle: [RI circle name]
 District: [district name]
 Pin code: [6-digit pin code]
 Google coordinate: [for example 20.135172, 85.084869 format]
Khata no. Plot no. Kissam Extent/ rakba Current usage
of land (in (Agriculture/
acres) non-agriculture/
barren)

Note: Please note that this Annexure is a sample format and the Bidder shall provide the above information
for each Project applied for an individual substation. In case the Bidder has land spread across 2 different
administrative units, for example, in 2 different tehsil or village, then the information shall be provided under
separate Annexures.
 NIT No.: TPCODL/P&S/1000000493/23-24

Annexure 2 (RENT SCHEDULE)

The annual and monthly rent schedule is attached below:

Year count Annual rent (INR) Monthly rent (INR)

Year 1
Year 2
…
…
Year 26
Year 27
 NIT No.: TPCODL/P&S/1000000493/23-24

DEFINITIONS AND INTERPRETATIONS

Definition/ acronym Description

“Applicable Law” shall mean all laws, bye-laws, statutes, treaties, ordinances, rules, policies,
regulations applicable in India and the state of Odisha along with
amendments, re-enactments, revisions, applications and adaptations thereto
made from time to time and in force and effect, judgments, decrees,
injunctions, writs and orders of any court, arbitrator or governmental agency
or authority, rules, notifications, guidelines, circulars, orders and
interpretations of any Government orders, court or statutory or other body
having jurisdiction over the performance of the Scope of Work including
applicable permits, as may be in effect at the time of performance of the
Scope of Work, provided, however, that if at any time the Applicable Laws are
less stringent than the standards set forth in the RFP hereto, the standard set
forth in this RFP here to, shall be deemed to be the standards under
Applicable Laws
“Effective Date” shall mean the date of signing of this Lease Agreement
“DISCOM” shall mean Grid Corporation of Odisha Limited
“INR” shall mean Indian Rupees
“kW” shall mean kilo-Watt
“MNRE” shall mean Ministry of New and Renewable Energy
“Lease Agreement” shall mean this lease agreement including its recitals and schedules,
amended or modified from time to time in accordance with the terms hereof
“Lease Period” shall have the meaning ascribed thereto in Article 2 of this Lease Agreement
“Person” shall mean any sole proprietor firm/ partnership firm/ company/ limited
liability partnership/ limited liability company thereof, and their successors
or permitted assigns
“Power Purchase shall mean the power purchase agreement signed/ to be signed between the
Agreement” Lessee and DISCOM
“Project” shall have the meaning ascribed thereto in Recital 3 a) of this Lease
Agreement
“RFP” shall mean Request for Proposal
“Schedule Property” shall have the meaning ascribed thereto in Schedule (Schedule Property) of
this Lease Agreement
“SPG” shall mean Solar Power Generator as defined in the PPA and RFP
 NIT No.: TPCODL/P&S/1000000493/23-24

PREFERENTIAL NORMS FOR PROCUREMENT FROM MSMES REGISTERED IN THE STATE

OF ODISHA

1. Tender Fees
To participate in the tender, MSMEs registered in the State of Odisha shall pay Rs.1,000/- including
GST towards cost of tender paper.
2. Earnest Money Deposit (EMD)
EMD shall be exempted for MSME registered in the State of Odisha. However, Bidder shall be barred
to participate in the tendering process for a period of 2 years in case it backs out post award of the
contract.
3. Qualification Requirement for Open Tenders
Qualification Requirement of Financial Turnover for MSME registered in the State of Odisha shall be
reduced to 20% of the existing criteria.
For past experience, instead of relying on the volumes / value of earlier Supplies / Projects,
assessment of the Bidder shall be done on the basis of feedback from Customers. Past performance
experience at Tata Power and its Group Companies shall supersede feedback from other Customers.
4. Reservation for MSME
It shall be mandatory to procure at least 20% of the total volume of the procurement from MSME
registered in the State of Odisha (however, it shall not apply where goods/services are not available
with the MSME), subject to matching L1 discovered prices and meeting technical specifications
including quality requirements.
5. Performance Bank Guarantees
Performance Bank Guarantee for MSME registered in the State of Odisha shall be 25% of the value
normally prescribed.