9b1db93e2-d9a8-4d7c-871e-36fb87c4aae2

PPA DOCUMENT UNDER TN-DSM-____ of AVVNL
Power Purchase Agreement (PPA)
POWER PURCHASE AGREEMENT
for
Procurement of ……… MWp (AC) Solar Power on Long Term Basis
under PM-KUSUM Component-C Scheme
Between
M/s_____________________________
and
RAJASTHAN URJA VIKAS AND IT SERVICES LIMITED
on behalf of
AJMER VIDYUT VITARAN NIGAM LIMITED
[ __________2024]
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This Power Purchase Agreement is made on the _____ day of ______ of 2024 at Jaipur.
Between
M/s________________________ (nature of company) selected as Solar Power Generator
for implementation of Solar Power Project with associated ___ KV line under Pradhan
Mantri Kisan Urja Suraksha evem Utthan Mahabhiyan (PM KUSUM) Scheme Component C
(feeder level solarization), having registered office at ……………..<Address of SPG>………….
(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
RAJASTHAN URJA VIKAS AND IT SERVICES LIMITED, (Formerly known as RAJASTHAN URJA
VIKAS NIGAM LIMITED/RUVNL) a company incorporated under the companies Act 2013,
having Registered/ Head Office at Vidyut Bhawan, Jan Path, Jaipur (hereinafter referred to
as “RUVITL, is an authorized representative of Rajasthan DISCOMs to effect Bulk Power
Purchase on behalf of DISCOMs), as a Party of the Second Part;
On behalf of
AJMER VIDYUT VITARAN NIGAM LIMITED a company incorporated under the Companies
Act 1956, having its registered office at Vidyut Bhawan, Ajmer (hereinafter referred to as
'AVVNL' " which expression shall, unless repugnant to the context or meaning thereof, be
deemed to include its successors and assignees).
The SPG and RUVITL are individually referred to as ‘Party’ and collectively referred to as
‘Parties’.
WHEREAS:
A. On 04.12.2020, MNRE introduced and issued guidelines for implementation of
Feeder Level Solarization under Component-C of the PM-KUSUM scheme wherein
grid connected solar power plant of the capacity that can cater to the annual power
requirement of one or more segregated agriculture feeders can be installed either
through CAPEX or RESCO mode to supply power to that feeder(s) through Central
Financial Assistance (“CFA‟) of 30% of Project Cost (under CAPEX mode) or, Rs. 1.05
per MW (under RESCO mode). MNRE vide order dated 01.08.2022 has waived off the
condition of the domestic content requirement for solar cells as follows: “3 (ii) The
conditions of the domestic content requirement for solar cells has been waived off
for the feeder level solarization under Component – C for the projects awarded by
the implementing agency on or before 20.06.2023.” As per the MNRE order dated
11.09.2023, the condition of requirement of indigenous solar cells (DCR) under
component C (FLS) has been relaxed till 31.03.2024. Thereafter, it will be mandatory
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to use indigenously manufactured solar panels with indigenous modules.

Additionally, MNRE vide order dated 17.01.2024 has issued comprehensive
guidelines for implementation of PM KUSUM Scheme and further issued amendment
in scheme guidelines dated 01.03.2024 regarding procedure for release of CFA. As
per the scheme guidelines, feeder level solarization under Component-C of PM-
KUSUM, the provision of Central Financial Assistance (CFA) is limited to the solar
capacity for 7.5 HP pumps. However, as per RfP, the CFA has been calculated on
basis of per HP annual consumption (1451 units) of agriculture consumers.
B. To address land identification, its procurement and associated cost to boost
decentralized distributed solar generation under PM-KUSUM Component C (Feeder
Level Solarization), Hon’ble Energy Minister of Govt. of Rajasthan launched Saur
Krishi Ajivika Yojna (SKAY) on 17.10.2022.
C. The developed portal act as a facilitator where interested farmers / land-owners and
SPG can collaborate to arrange land for a solar power plant on RESCO mode in the
vicinity (preferably within 5 KMs radius) of identified 33/11 kV substations of
Rajasthan AVVNLs as envisaged under PM-KUSUM Component C (Feeder Level
Solarization).
D. AVVNL initiated a selection process for Solar Power Generator (SPG) to set up ………
MWp (AC) solar power plant through RESCO mode and procurement of power
generated from the solar power plant as per the terms and conditions contained in
the RfS NIT No.: AVVNL/ACE(Project)/XEN(DF)/TN-DSM-____ dated_________
E. The SPG has been selected for the work of design, survey, supply, installation,
testing, commissioning, operation & maintenance for 25 years (unless extended by
both the parties on mutual agreement) from COD of grid connected solar power
plants through RESCO mode, its associated ___ kV to connect the plant various
33/11kV sub-stations and RMS of solar power plants for solarization of agriculture
consumers connected on ___ kV feeders of ……… GSS in AVVNL under KUSUM
Scheme – Component C (Feeder Level Solarization) in AVVNL.
F. AVVNL has issued the Letter of Award No. (LoA)
AVVNL/ACE/SE(TW)/XEN(DF)/2023-24/TN-DSM-__/F./D___/ Dated ______ in
favour of M/s_______________ and further Approved Incorporation of Project
Company M/S _____________________________ through letter No.
AVVNL/ACE/SE(TW)/XEN(DF)/2023-24/TN-DSM-__/F./D___/ Dated ______ as
per the terms and conditions contained in the RfS.
G. The SPG has furnished the Project Security Amount of …………… in the form of Bank
Guarantee in favour of the Superintending Engineer (TW), AVVNL, Ajmer.
H. The SPG has fulfilled the terms and conditions for signing this Power Purchase
Agreement as a definitive agreement for establishing the Solar Power Project of ……..
MWp near 33/11 KV…………….. substation under ____ Circle, _______ Divison,
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__________ Sub-division and sale of electricity by the SPG to AVVNL at 33/11 kV

____ Sub-station Plant No ______.
I. The parties have agreed to execute this Power Purchase Agreement in terms of the
RfS and the Letter of Award in regard to the work of design, survey, supply,
installation, testing, commissioning, operation & maintenance for 25 years (unless
extended by both the parties on mutual agreement) from COD of grid connected
solar power plants through RESCO mode, its associated ___kV line to connect the
plant various 33/11kV sub-stations and RMS of solar power plants for solarization of
agriculture consumers connected on ___ kV feeders of ……….Plant No.
_______(______) GSS in AVVNL under KUSUM Scheme – Component C (Feeder Level
Solarization).
J. As per MNRE guidelines dated 11.05.2022, under RESCO mode of operation, the SPG
shall NOT sell any quantum of solar power from the installed solar power plant to
other buyer except AVVNL / RUVITL during the tenure of this PPA, including penal
provision calling for refund of proportionate CFA granted to the project by MNRE on
violation of this condition. In case of any liquidation of assets to the of the solar
power plant prior to completion of PPA period, the first charge shall be towards
recovery of proportionate CFA granted to the project by MNRE.
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:
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 there under, including those issued /
framed by the Appropriate Commission (as defined hereunder), as amended or re-
enacted from time to time.
“Electricity shall mean the Electricity Act, 2003 and include any
Act,2003” modifications, amendments and substitution from time to
time;
“Agreement” or shall mean this Power Purchase Agreement including its
"Power Purchase recitals and Schedules, amended or modified from time to
Agreement" or time in accordance with the terms hereof;
“PPA”
"Appropriate Appropriate Commission or “RERC” shall mean the
Commission Rajasthan Electricity Regulatory Commission (RERC)
"Bill Dispute shall mean the notice issued by a Party raising a Dispute
Notice" regarding a Monthly Bill or a Supplementary Bill issued by
the other Party;
“Business Day” shall mean with respect to SPG and AVVNL/RUVITL, a day
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other than Sunday or a statutory holiday, on which the

banks remain open for business in the State;
“Capacity CUF in a Year shall mean the ratio of the output of the SPV
Utilisation Factor” Power Plant in a Year versus installed Project capacity x
or “CUF” 365 x 24 (i.e. CUF = Cumulative Project output in kWh /
(installed Project capacity in kWp x 24 x 365))
The annual CUF will be calculated every year from 1st
April of the year (COD for first year) to 31 st March next
year.
“Change in Law” shall have the meaning ascribed thereto in Article 12 of
this Agreement;
“Commercial shall mean the date on which the commissioning
Operation Date certificate is issued upon successful commissioning (as per
(COD)” provisions of this Agreement) of the project
“Competent Court shall mean court under Jaipur District
of Law”
“Consents, shall mean all authorizations, licenses, approvals,
Clearances and registrations, permits, waivers, privileges,
Permits 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 power;
“Consultation shall mean the period of ninety (90) days or such other
Period” longer period as the Parties may agree, commencing from
the date of issuance of a SPG Preliminary Default Notice
or AVVNL/RUVITL 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 12 months beginning on April 1
and ending on March 31 provided that:
1) 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
2) provided further that the last Contract Year of this
Agreement shall end on the last day of the Term of
this Agreement
"Contracted shall mean ……… MWp (AC) contracted with
Capacity" AVVNL/RUVITL for supply by the SPG to AVVNL at the
Delivery Point.
“Delivery Point” Delivery Point” shall mean the point at the voltage level of
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___kV of the 33/11 kV …………… Plant No.___ substation

under this PPA.
Metering shall be done at this interconnection point
where the power is injected into the 33/11 kV 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 there under 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
AVVNL/RUVITL 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" Due Date shall mean the forty-fifth (45 th) day after a
Monthly Bill (including all the relevant documents) or a
Supplementary Bill is received in hard copy and duly
acknowledged by RUVITL 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 RUVITL.
“Effective Date” shall have the meaning ascribed thereto in Article 2.1 of
this Agreement;
“Electricity Laws” shall mean the Electricity Act, 2003 and the rules and
regulations made there under 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 25 years from the
COD (unless extended by both the parties on mutual
agreement);
“Financing shall mean the agreements pursuant to which the SPG has
Agreements” sought financing for the Power Project including the loan
agreements, security documents, for the Power 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
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increasing the liabilities of AVVNL;

"Force Majeure" or shall have the meaning ascribed thereto in Article 11 of
“Force Majeure this Agreement;
Event”
The SPG shall be required to maintain annual CUF of 19%
(fixed i.e. no deration permitted) to be calculated as the
ratio of the output of the SPV Power Plant in a Year versus
“Guaranteed /
installed Project capacity x 365 x 24 (i.e. CUF =
Minimum Capacity
Cumulative Project output in kWh / (installed Project
Utilization Factor
capacity in kWp x 24 x 365)). The annual CUF will be
(CUF)”
calculated every year from 1st April of the year (CoD for
first year) to 31st March next year and shall be subjected to
‘Minimum Generation Guarantee’ as per LoA
“Indian shall mean the Government of India, Governments of
Governmental state of Rajasthan and any ministry, department, board,
Instrumentality” authority, agency, corporation, commission under the
direct or indirect control of Government of India or the
above state Government or both, any political sub-
division 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
Facilities" for scheduling, 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;
“Invoice” or “Bill” shall mean either a Monthly Bill / Supplementary Bill or a
Monthly Invoice/ Supplementary Invoice raised by any of
the Parties;
“Joint Meter Shall mean the monthly joint meter reading statement
Reading” or “JMR”: which shall be jointly signed by SPG and AVVNL
representative
“Late Payment shall have the meaning ascribed thereto in Article 10.1.7
Surcharge” of this Agreement;
"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
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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 RERC;
“Letter of Credit” or shall have the meaning ascribed thereto in Article 10.1.11
“LC” of this Agreement;
“Letter of Award” shall mean work order issued by AVVNL to the SPG for the
or “LoA” project;
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;
"Party" and shall have the meaning ascribed thereto in the recital to
"Parties" this Agreement;
“Payment Security shall have the meaning ascribed thereto in Article 10.1.11
Mechanism” of this Agreement
“Power Project” or shall mean the Solar Power generation facility of
“Project” Contracted Capacity having a separate control system,
metering and separate points of injection into the grid at
Delivery point of 33/11 kV substation 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 shall have the meaning ascribed thereto in Article 13 of
Default Notice” this Agreement;
“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
Practices" generally accepted 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. operation and maintenance guidelines recommended
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by the manufacturers of the plant and equipment to

be incorporated in the Power Project
b. the requirements of Indian Law; and the physical
conditions at the site of the Power Project
“Rebate” shall have the same meaning as ascribed thereto in Article
10.1.8 of this Agreement;
“RESCO” shall mean Renewable Energy Service Company i.e. an
energy service company that develops, installs, finances,
operates and owns the rooftop solar power project and
supplies power generated from the Project to the
consumer.
"Rupees", "Rs.", shall mean Indian rupees, the lawful currency of India;
“Scheduled Shall mean date that is nine (9) Months from the Date of
Commissioning execution of this PPA between SPG and RUVITL (on behalf
Date” or “SCD” of of AVVNL);
the Project
"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;
“Termination shall mean the notice given by either Parties for
Notice” termination of this Agreement in accordance with Article
13 of this Agreement;
"Term of shall have the meaning ascribed thereto in Article 2 of this
Agreement" Agreement;
1.2 INTERPRETATION
Save where the contrary is indicated, any reference in this Agreement to:
i) "Agreement" shall be construed as including a reference to its Schedules,
Appendices
ii) An "Article", a "Recital", a "Schedule" and a "paragraph I clause" shall be
construed as a reference to an Article, a Recital, a Schedule, and a paragraph /
clause respectively of this Agreement;
iii) A "crore" means a reference to ten million (10,000,000) and a "lakh" means a
reference to one tenth of a million (1,00,000).
iv) An "encumbrance" shall be construed as a reference to a mortgage, charge,
pledge, lien, or other encumbrance securing any obligation of any person or
any other type of preferential arrangement (including, without limitation, title
transfer and retention arrangements) having a similar effect;
v) "Indebtedness" shall be construed so as to include any obligation (whether
incurred as principal or surety) for the payment or repayment of money,
whether present or future, actual or contingent;
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vi) A "person" shall be construed as a reference to any person, firm, company,

corporation, society, trust, government, state or agency of a state or any
association or partnership (whether or not having separate legal personality) of
two or more of the above and a person shall be construed as including a
reference to its successors, permitted transferees and permitted assigns in
accordance with their respective interests;
vii) "Rupee", "Rupees" and "Rs." shall denote Indian Rupees, the lawful currency of
India;
viii) The "winding-up", "dissolution", "insolvency", or "reorganization" of a company
or corporation shall be construed so as to include any equivalent or analogous
proceedings under the Law of the jurisdiction in which such company or
corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation, winding-
up, reorganization, dissolution, arrangement, protection or relief of debtors;
ix) Words importing the singular shall include the plural and vice versa;
x) This Agreement itself or any other agreement or document shall be construed
as a reference to this or to such other agreement or document as it may have
been, or may from time to time be, amended, varied, novated, replaced or
supplemented;
xi) A Law shall be construed as a reference to such Law including its amendments
or re-enactments from time to time;
xii) A time of day shall, save as otherwise provided in any agreement or document
be construed as a reference to Indian Standard Time;
xiii) Different parts of this Agreement are to be taken as mutually explanatory and
supplementary to each other and if there is any inconsistency between or
among the parts of this Agreement, they shall be interpreted in a harmonious
manner so as to give effect to each part;
xiv) The tables of contents and any headings or sub-headings in this Agreement
have been inserted for ease of reference only and shall not affect the
interpretation of this Agreement.
xv) The words "hereof" or "herein", if and when used in this Agreement shall mean
a reference to this Agreement.
xvi) The terms "including" or "including without limitation" shall mean that any list
of examples following such term shall in no way restrict or limit the generality
of the word or provision in respect of which such examples are provided.
ARTICLE 2: TERM OF AGREEMENT
2.1 Effective Date

2.1.1 This Agreement shall come into effect from the date of its execution by all the
parties and such date shall be referred to as the Effective Date.
2.2 Term of Agreement

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2.2.1 Subject to Article 2.3 and 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 their plants beyond the Expiry Date if other conditions
like land lease / Right to Use of Land (as applicable), permits, approvals and
clearances etc. allow. In such case unless otherwise agreed by AVVNL, Ajmer
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 AVVNL/RUVITL 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.
2.5 Performance Bank Guarantee (PBG)

2.5.1. The Performance Bank Guarantee furnished under this Agreement shall be for
guaranteeing the successful commissioning of Renewable Energy plant of power up
to the Contracted Capacity within the time specified in this Agreement.
2.5.2. The failure on the part of the SPG to furnish and maintain the Performance Bank
Guarantee shall be a material breach of the term of this Agreement on the part of
the SPG.
2.5.3. The PBG shall be initially valid from the date of issue until 2 months (i.e. sixty (60)
days) beyond the 9 months from the date of signing of Power Purchase Agreement
(PPA).
2.5.4. The PBG will be returned to the SPG immediately after successful commissioning of
Solar power plant, after taking into account any penalties due to delay in
commissioning as per terms and conditions of RfS/LoA.
2.5.5 No interest will be paid by AVVNL on the amount of PBG.
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2.5.6 Non submission of PBG within the above-mentioned timelines shall be treated as
follows:
a) Delay upto 1 month from due date of submission of PBG: Delay charges @1%
of the PBG amount per month levied on per day basis shall be paid by the SPG to
AVVNL in addition to the PBG amount. In case of delay in making full payment of
above delay charges, the amount paid, if any, until the above deadline, along with
interest, shall be first reduced from the total amount due towards the delay charges
and interest amount (i.e., rate of interest as stated above). Further, balance amount to
be paid shall attract Interest rate @12% per year.
b) Delay beyond 1 month from the due date of submission of PBG: The Project /
LoA shall stand terminated.
2.5.7 For the purpose of calculation of the above delay charges, “month” shall be considered
as a period of 30 days
ARTICLE 3: CONDITIONS SUBSEQUENT

3.1.1 The SPG shall have provided an irrevocable letter to the lenders duly accepting and
acknowledging the rights provided to the lenders under the terms of this
agreement.
ARTICLE 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:
a) The SPG shall be solely responsible and make arrangements for infrastructure
for development of the Project and for Connectivity with the 33/11 kV sub-
station for confirming the evacuation of power by the Scheduled
Commissioning date or COD, whichever is earlier, and all clearances related
thereto;
b) obtaining all Consents, Clearances and Permits as required and maintaining all
documents.
c) Designing, constructing, erecting, commissioning, completing and testing the
Power Project in accordance with the applicable Law, the Grid Code, the terms
and conditions of this Agreement and Prudent Utility Practices.
d) the commencement of supply of power up to the Contracted Capacity to
AVVNL no later than the Scheduled Commissioning Date and continuance of
the supply of power throughout the term of the Agreement;
e) Connecting the Power Project switchyard with the Interconnection Facilities at
the Delivery Point. The SPG shall make adequate arrangements to connect the
Power Project switchyard with the Interconnection Facilities at Interconnection
/ Metering / Delivery Point. SPG will be responsible for laying of dedicated
___KV line from Solar Power Plant to sub-station, construction of bay and
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related switchgear & metering equipment at sub-station where the plant is

connected to the grid and metering is done.
f) owning the Power Project throughout the Term of Agreement free and clear of
encumbrances, except those expressly permitted under Article 15;
g) fulfilling all obligations undertaken by the SPG under this Agreement.
h) The SPG shall be responsible to for directly coordinating and dealing with
AVVNL/RUVITL, 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 Grid code / State
Regulations.
i) The SPG shall be required to follow the applicable rules regarding project
registration with the State Nodal Agency (AVVNL) in line with the provisions of
the applicable policies / regulations of the State of Rajasthan. It shall be the
responsibility of the SPG to remain updated about the applicable charges
payable to AVVNL under the respective State Solar Policy.
4.2 Purchase and sale of Contracted Capacity

4.2.1 Subject to the terms and conditions of this Agreement, the SPG undertakes to sell
to RUVITL (on behalf of AVVNL) and RUVITL undertakes to pay Tariff (Rs ___ per
KWH) for all the energy supplied at the Delivery Point corresponding to the
Contracted Capacity.
4.3 Right to Contracted Capacity & Energy

4.3.1 AVVNL, in any Contract Year shall not be obliged to purchase any additional energy
from the SPG beyond the contract capacity.
4.3.2 If for any Contract Year except for the first year of operation, it is found that the SPG
has not been able to generate minimum energy of ………….. Million Units (MU)
(corresponding to 19% minimum CUF) during the term of the agreement, 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 year of operation, the
above limits shall be considered on pro-rata basis. The lower limit will, however, be
relaxable by AVVNL/RUVITL to the extent of grid non-availability for evacuation
which is beyond the control of the SPG.
4.3.3 Any excess generation from the solar power plant, upto the contracted generation
capacity of ………MWp (AC), will be purchased at the contracted levelized tariff for
25 years subjected to other terms and conditions of the RfS/LOA/ this PPA.
4.3.4 This compensation shall be applied to the amount of shortfall in generation during
the Contract Year. The amount of such penalty shall be as determined by the RERC,
and such penalty shall ensure that the RUVITL (on behalf of AVVNL) is offset for all
potential costs associated with low generation and supply of power under the PPA.
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However, the minimum compensation payable to RUVITL (on behalf of AVVNL) by

the SPG shall be 25% (twenty-five percent) of the cost of this shortfall in energy
terms, calculated at PPA tariff. This compensation shall not be applicable in events
of Force Majeure identified under PPA.
4.3.5 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 contract capacity and shall also have to pay the penalty/charges (if
applicable) as per applicable regulations.
4.3.6 The SPG shall install adequate protection equipment at the interconnection point to
avoid excess energy feeding into the grid and failure to do so will entitle AVVNL to
not pay for the additional energy over and above the contracted capacity.
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 AVVNL Event of Default; or
(b) Force Majeure Events affecting RUVITL / AVVNL, 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 AVVNL/RUVITL through the use of due diligence, to overcome the effects
of the Force Majeure Events affecting the SPG or RUVITL / AVVNL, or till such time
such Event of Default is rectified by RUVITL / AVVNL.
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.
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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 commissioning 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 the Article 4.5.
4.5 Liquidated Damages not amounting to penalty for delay in

Commissioning
4.5.1 If the SPG is unable to commission the Project by the Scheduled Commissioning Date
other than for the reasons specified in Article 4.4.1, the SPG shall pay to AVVNL,
damages for the delay in such commissioning and making the Contracted Capacity
available for dispatch by the Scheduled Commissioning Date as per following:
4.5.2 In case any SPG fails to achieve this milestone, AVVNL shall encash the Performance
Bank Guarantee (PBG) as liquidated damages (LD) in the following manner:
a) Delay up to two months: LD equal to the PBG on per day basis. The no. of days in
“month” for the LD calculation shall be considered as 30.
b) In case the commissioning of the solar power plant is delayed over two months :
The complete PBG amount shall be encashed and PPA shall stand cancelled.
In case of delays of plant commissioning due to the reasons beyond the control of
the SPG, Procurer / AVVNL after having been satisfied with documentary evidences
produced by the SPG for the purpose, can extend the time for commissioning date
without any financial implications on the SPG.
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
AVVNL.
4.5.4 Penalty for downtime in Remote Metering System:
Penalty as per following schedule shall be applicable on the SPG for the downtime in
Remote Metering System of the solar power plant, applicable from CoD:
S.No Per Meter data availability through RMS Penalty
system
1 95% and above No Penalty
Rs. 200 per month for
2 Below 95% each 1% decrease in
availability below 95%
15
subject to maximum Rs.

5,000 penalty limit on
monthly basis
Here, Remote Monitoring System (RMS) shall be considered as communicated when

complete data of the meter, as per the requirements of AVVNL is available on
SEDM portal.
4.6 Acceptance/ Performance Test

4.6.1 Prior to synchronization of the Power Project, the SPG shall be required to get the
Project certified for the requisite acceptance / performance test as may be laid
down by AVVNL and duly certified by the designated official of AVVNL.
4.7 Third Party Verification

4.7.1 The SPG shall be further required to provide entry to the site of the Power Project
free of all encumbrances at all times during the Term of the Agreement to AVVNL
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 Power Project.
4.7.2 The third party may verify the construction works/operation of the Power Project
being carried out by the SPG and if it is found that the construction works/operation
of the Power Project is not as per the 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
AVVNL 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 plant, AVVNL shall endeavour to ensure 95% of grid availability
in a contract year, however, 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 evidences from the competent authority, the
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generation compensation shall be restricted to the following and there shall be no

other claim, directly or indirectly against AVVNL:
Duration of Grid unavailability Provision for Generation Compensation
Grid unavailability in excess of Generation Loss = [(Average Generation per hour
5% in a contract year as defined during the Contract Year) × (number of hours of
in the PPA(only period from 8 grid unavailability during the Contract Year)]
am to 6 pm to be counted): 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.
The excess generation by the SPG equal to this generation loss shall be procured by
AVVNL at the PPA tariff so as to offset this loss in the succeeding 03 (three) Contract
Years.
4.9.2 Offtake constraints due to Backdown: The SPG and AVVNL shall follow the
forecasting and scheduling process as per the regulations in this regard by the
Appropriate Commission. In the eventuality of backdown, subject to the submission
of documentary evidences from the competent authority, the SPG shall be eligible
for a minimum generation compensation, from AVVNL, restricted to the following
and there shall be no other claim, directly or indirectly against AVVNL.
Duration of Backdown Provision for Generation Compensation
Hours of Backdown Minimum Generation Compensation = 50% of
during a monthly [(Average Generation per hour during the month) X
billing cycle. (number of backdown hours during the month)] X
PPA tariff
Where, Average Generation per hour during the
month (kWh) = Total generation in the month (kWh) ÷
Total hours of generation in the month
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 after JMR.
ARTICLE 5: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL

OPERATION
5.1 Synchronization, Commissioning and Commercial Operation

5.1.1 The SPG shall give AVVNL 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 Solar Power Project to the Grid System.
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5.1.2 Subject to Article 5.1.1, the Power Project may be synchronized by the SPG to the
Grid System when it meets all the connection conditions prescribed in applicable
Grid Code then in effect and otherwise meets all other Indian legal requirements for
synchronization to the Grid System.
5.1.3 The synchronization equipment and all necessary arrangements / equipment
including 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 Power Project at its own cost. The SPG shall
synchronize its system with the Grid System only after the approval of
synchronization scheme is granted by the head of the concerned substation/ and
checking/verification is made by the concerned authorities of the AVVNL.
5.1.4 The SPG shall immediately after each synchronization / tripping of generator,
inform the sub-station of the Grid System to which the Power Project is electrically
connected in accordance with applicable Grid Code. In addition, the SPG will inject
in-firm power to grid time to time to carry out operational / functional test prior to
commercial operation. For avoidance of doubt, it is clarified that Synchronization /
Connectivity of the Project with the grid shall not to be considered as
Commissioning of the Project.
5.1.5 The SPG shall commission the Project within nine (9) Months from the Date of
execution of this PPA. Declaration of shall be certified by the synchronization and
commissioning committee to be constituted by the competent authority, tentatively
comprising of following members:
a) The Executive Engineer / Assistant Engineer (M&P) of the relevant area where
solar Power plant is situated.
b) The Executive Engineer (O&M) / Assistant Engineer (O&M) of AVVNL of
concerned Sub-station of the relevant area where Solar Power plant is situated.
c) Authorized representative of the Solar Power Generator (SPG).
d) Any other officer nominated by the competent authority.
5.1.6 The above mentioned committee will furnish the connectivity, synchronization and
commissioning certificate based on reports / documents including but not limited to
following:
a) Installation Report by SPG duly signed by AVVNL (sample format at Annexure
II of LoA)
b) Connectivity Report (sample format at Annexure III of LoA)
c) Synchronization Certificate (sample format at Annexure IV of LoA)
d) Commissioning Certificate (sample format at Annexure V of LoA)
5.1.7 The Parties agree that for the purpose of commencement of the supply of
electricity by SPG to AVVNL/RUVITL, liquidated damages for delay etc., the
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Scheduled Commissioning Date as defined in this Agreement shall be the relevant

date.
ARTICLE 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
RERC /SLDC or any other competent agency and same being recognized by the SLDC
or any other competent authority / agency as per applicable regulation/ law /
direction and maintain compliance to the applicable Codes/ 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 the AVVNL,
State Load Dispatch Centres, 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 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. UI
charges on this account shall be directly paid by the SPG.
6.1.4 Auxiliary power consumption will be treated as per the order of RERC or concerned
RERC regulations.
ARTICLE 7: METERING
7.1 Meters
7.1.1 Metering and grid connectivity of the projects would be the responsibility of the
SPG in accordance with the prevailing guidelines of AVVNL and / or CEA. AVVNL
may facilitate in the process; however, the entire responsibility lies only with the
SPG. The cost of required meters shall be borne by the SPG.
7.1.2 Meters and metering equipment shall be tested as per provision of RERC and as per
IS 14697 at CPRI or at any NABL accredited / distribution licensee lab before
installation at site on the cost of SPG and should be properly sealed in the presence
of designated authority from AVVNL at the time of installation.
7.1.3 The accuracy class, current rating and certifications of the metering system shall
confirm with relevant CERC/ RERC Regulations, Grid Code and Central Electricity
Authority (Installation and Operation of Meters) Regulations, 2006 as amended and
revised from time to time.
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7.1.4 SPG to install 3 ABT meters (main, check and standby) with RMS connectivity AND 2
CT-PT sets (one for main & check meter and another for standby meter) at
substation end of the 33kV line. An indicative layout of metering arrangement is
given below:
7.1.5 Installation and timely replacement of meters (main, check and standby) as
required to directly measure energy supplied by the Solar Power Plant shall be the
responsibility of selected SPG.
7.1.6 The cost of all required meters (main, check, standby meter at substation end along
with consumer meters) and associated CT-PT sets shall be borne by the SPG.
7.2 Remote Monitoring System (RMS)
7.2.1 As per the MNRE guidelines for feeder level solarization under Component C of
KUSUM scheme, it is mandatory for AVVNLs to monitor solar power generation and
performance of the solar power plant through online system. The online data will be
integrated with central monitoring portal of MNRE which will extract data from the
State portals for monitoring of the scheme.
7.2.2 In line with MNRE model guidelines for State Level SEDM Software Development
issued in July 2020, State Level Solar Energy Data Management (SEDM) platform has
been developed to integrate & monitor the performance of all systems installed
under Component A, B & C (individual as well as feeder level solarization) of PM-
KUSUM scheme.
7.2.3 Also, as per the Specifications for Remote Monitoring System for Component A & C
of the scheme, issued by MNRE on 15 Jul 2020, the SPG under this RfS shall be
required to install required remote monitoring systems for solar power plant to
integrate with State SEDM platform directly which in turn will have interface with
National Level Solar Energy Data Management Platform of MNRE.
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7.2.4 MNRE and AVVNLs will develop and host the of National and State Level SEDM
platform which is excluded from the scope of the SPG but SPG needs to operate and
do various data entries related to application processing, asset and workflow mgmt.
7.2.5 As shown in above diagram SPG needs to provide a remote monitoring system for:
(a) Solar Power Plant Remote Monitoring system: To capture electrical parameters
from multiple devices such as ABT Meter, Generation Meter, Inverters, String
Combiner boxes or String inverters. Remote monitoring system will capture
important Electrical and Status parameters such as AC/DC voltage, control, power,
energy as well as monitoring of Breaker etc and will transmit data to State Level
Solar Energy data management (SEDM) platform. It shall be also possible to control
Inverter Active and Reactive power.
(b) Communication Connectivity for Solar Plant RMS and Farmer RMS:
i. Field Device Connectivity: RMS will connect to Inverter, String combiner boxes or
string inverters using RS485 MODBUS communication protocol as well as meters
using RS232 DLMS protocol. Both protocols are widely used by equipment
manufacturers.
ii. Remote Connectivity: RMS will connect to State Level SEDM Server using
2G/3G/4G or any other suitable cellular communication.
iii. Local Connectivity: Ethernet / Bluetooth / Wi-Fi connectivity to configure
parameter, notifications, communication intervals, set points, operation mode
configuration or to download locally stored data.
7.2.6 Details of Communication Modes, Communication Protocols, Security and Message
formats and equipment wise parameter details can be taken by SPG from AVVNL.
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7.2.7 It is the responsibility of SPG to provide SIM card, recurring communication charges
and maintain communication connectivity of more than 96% and data availability of
99% for the 25 years (unless extended by both the parties on mutual agreement) of
operation & maintenance of solar power plant and its associated __ kV line.
ARTICLE 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 Power Project or any part of the
Power Project shall be first applied to reinstatement, 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 Power Project or any part of the
Power Project shall be applied as per such Financing Agreements.
8.2.2 If a Force Majeure Event renders the Power Project no longer economically and
technically viable and the insurers under the Insurances make payment on a “total
loss” or equivalent basis, AVVNL shall have claim on such proceeds of such
Insurance limited to outstanding dues of AVVNL against SPG.
8.3 Effect on liability of AVVNL

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 AVVNL. 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.
ARTICLE 9: APPLICABLE TARIFF
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9.1.1 The SPG shall be entitled to receive the Tariff as per following schedule fixed for the
entire term of 25 years (unless extended by both the parties on mutual agreement),
with effect from the COD, for the power sold to RUVITL (on behalf of AVVNL) as
reflected in the Energy Accounts/JMR.
Circle Division Subdivision 33/11 SPV Plant Tariff (Rs
Substation capacity (MW) per unit)
ARTICLE 10: BILLING AND PAYMENT
10.1.1 Energy measurement for Monthly billing

a) Until Remote Monitoring System (RMS) of the solar power plant under the
LoA is made operational by the SPG (as per the stipulated timeline) OR,
any issue / failure of RMS, the energy measurement for monthly billing shall
be based on the CMRI data of meter(s) i.e. The meter readers on the first (1st)
day of each Month at 00:00 hrs., of the Main, check and standby Meters shall be
taken into consideration for energy measurements for monthly billing. The
CMRI data shall be downloaded for all three meters jointly by concerned XEN
(meter) of AVVNL and authorized representative of SPG
b) Subsequently, the SPG shall furnish the joint meter reading report
(JMR)/Energy Account, duly verified by its authorized representative, and
concerned XEN (Meter), along with downloaded CMRI data (of all three
meters) to RUVITL through courier and/or e-mail along with the Monthly Bill
(final energy net of import and export, multiplied by the Rs. per kWh tariff as
per PPA and reactive power charges or any other charges compensation) on
the same day (i.e., 1st day of the month).
c) After successful start of operation of RMS of the solar power plant under
the LoA, the energy measurement for monthly billing shall be done through the
data remotely available from the solar power plant.
d) Provided that:
i. if the date of commencement or supply of power falls during the period
between the first (1st) day and up to and including the fifteenth (15 th) day
of a Month, the first Monthly Bill shall be issued for the period until the
last day of such Month, or
ii. if the date of commencement of supply of power falls after the fifteenth
(15th) day of a Month, the first Monthly Bill shall be issued for the period
commencing from the Delivery Date until the last day of the immediately
following Month.
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e) Provided further that if a Monthly Bill is received on or before the second (2nd)
day of a Month, it shall be deemed to have been received on the second (2nd)
Business Day of such Month.
f) Provided further that if a Monthly Bill for the immediately preceding Month is
issued after 1st day of the next Month, the Due Date for payment of such
Monthly Bill shall be extended accordingly.
10.1.2 Inspection and Testing of Meters

a) AVVNL and SPG shall jointly inspect and if necessary, recalibrate the metering
system on a regular basis but in any event, at least once every year or at a
shorter interval at the request of any of the two parties.
b) Each Meter comprising the metering system shall be sealed by AVVNL, and
shall be opened, tested, or calibrated in the presence of both the parties.
10.1.3 Inaccuracy of Meters

a) In case the difference between the energy recorded in the main meter and the
check meter for any calendar month is within 0.5%, the energy recorded in the
main meter shall be taken as final.
b) However, if the variation exceeds ±0.5%, following steps shall be taken:
i. Both interface meters (Main as well Check) and metering system shall be
tested and checked.
ii. Re-Calibration of both meters at site with reference standard meter of
accuracy class higher than the meter under test, if no issues found in step
(a) above.
iii. On carrying out the re-calibration of the main meter, if it is discovered
that either the percentage of inaccuracy exceeds ±0.5% or that the main
meter is not working, the following procedure in order of priority,
whichever is feasible, for arriving at the computation of quantity of
energy during the period between the last calibration and the present,
shall be followed:
− On the basis energy recorded in the check meter if installed and
functioned accurately; or
− By correcting the error, if the percentage of error is ascertainable from
calibration, tests, or mathematical calculation
iv. The correction to the quantity of energy injected shall apply to the
following periods (hereinafter referred to as the “Correction Period”):
− To any period of time during which the main meter was known to be
malfunctioning or to which the parties mutually agree;
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− If the period during which the main meter was malfunctioning is not
known or is not agreed to between the parties, the correction shall be
applicable for a period equal to half the time elapsed since the date of
the preceding calibration test, provided that under no circumstance
shall the Correction Period exceed one month.
v. If the difference exists even after such checking or testing, then the
defective meter(s) shall be replaced with a tested meter.
vi. In case of conspicuous failures like burning of meter and erratic display of
metered parameters and when the error found in testing of meter is
beyond the permissible limit of error provided in the relevant standard,
the meter shall be immediately replaced with a tested meter.
vii. In case where both the Main meter and Check meter fail, energy
recorded in the Standby meter shall be considered as final and at least
one of the meters shall be immediately replaced by a tested meter.
10.1.4 General
a) From the Commercial Operations Date of the solar power plant, RUVITL (on
behalf of AVVNL) shall pay to the selected SPG the monthly Tariff Payments
subject to the adjustments as per provisions of the PPA and submission of
following indicative documents (in two copies) along with first energy invoice:
1) Original signed invoice as per PPA and applicable RERC Regulation addressing to
SE (Billing), RUVITL (On behalf of AVVNL), 132 KV GIS Building, Calgiri Road,
Malviya Nagar, Jaipur.
2) Photocopy of Power Purchase Agreement.
3) Original Joint Meter Reading (Export Energy, Import Energy, Net Energy, kVArh,
kVAh, Maximum Demand, Power Factor).
4) Undertaking regarding detail of Free Energy, if any injected in the system
between date of connectivity and COD (As per format-1 provided under Circular
No. RUVNL/CE/F./D./73 dated 04.08.2021)
5) Memorandum of Association (MoA), if applicable.
6) Board Resolution Letter / Proprietor Deed / Partnership Deed, if applicable.
7) Authority Letter authorizing the signing authority (original).
8) Photocopy of Pan Card of SPG Owner and Signing Authority.
9) Signing Authority ID Proof (Aadhar Card).
10) MoM of Connectivity.
11) MoM of Commissioning.
12) Commissioning Certificate issued by competent authority.
13) Synchronization Certificate.
14) A copy of insurance of the power plant and interconnection facility system as
per PPA.
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15) Validity of Performance Bank Guarantee (PGB).

16) Photocopy of Tri-partite Agreement (if applicable) including cancelled cheque
and Passbook Copy as per Draft Format – 1 (if applicable) of this PPA.
17) Any other documents as required by RUVITL (on behalf of AVVNL)
b) For the subsequent monthly energy invoice, the SPG will have to furnish the
documents appearing at Sr. No. (1) and (3) as mentioned under Article 10.1.4 (a) in
two (02) copies.
c) All Tariff Payments by RUVITL shall be in Indian Rupees.
d) The SPG shall be required to make arrangements and payments for import of energy
(if any) as per applicable regulations.
e) The SPG shall be required to pay the land rent to AVVNL / RUVITL in accordance
with Tri partite Agreement (if applicable) signed between RUVITL (on behalf of
AVVNL), farmers / land-owners and solar power developer.
f) Reactive power charges or any other charges as per CERC/ RERC regulations shall be
payable by SPG as per provisions of PPA.
10.1.5 Delivery and Content of Monthly Bills/Supplementary Bills

a) The SPG shall issue to RUVITL hard copy of a signed Monthly Bill for the
immediately preceding Month based on the JMR/Energy Account along with all
relevant documents (payments made by selected bidder for drawl of power,
payment of reactive energy charges, Metering charges or any other charges as
per regulations of CERC/RERC, if applicable.)
b) Each Monthly Bill shall include all charges as per the Agreement for the energy
supplied for the relevant Month based on JMR/Energy Accounts. The Monthly
Bill amount shall be the product of the energy as per Energy Accounts and the
applicable levelized tariff. Energy drawn from the grid will be regulated as per
the regulations of respective State the Project is located in.
10.1.6 Payment of Monthly Bills
a) On receipt of JMR/Energy Account along with CMRI data (of both meters) and
bill, RUVITL shall verify the readings and subsequent share the same along with
original bill and other relevant documents to Rajasthan Urja Vikas and IT
Services Limited (RUVITL).
b) RUVITL shall prepare the final accounts for the amount payable under the
Monthly Bill by the Due Date to such account of the selected bidder, as shall
have been previously notified by the SPG.
c) As defined under the PPA, ‘Due Date’ shall mean the forty-fifth (45th) day after a
Monthly Bill (including all the relevant documents) or a Supplementary Bill is
received in hard copy and duly acknowledged by SE (Billing), RUVITL (on
behalf of AVVNL), 132 kV GIS Building, Calgiri Road, Malviya Nagar, Jaipur
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 RUVITL
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d) 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 AVVNL/RUVITL, if any, from the SPG, will be adjusted
from the monthly energy payment.
iii. Charges for import of energy by the solar plant from the grid @
applicable tariff as per order of RERC.
e) The SPG shall open a bank account (if not having any bank account) for all Tariff
Payments to be made by RUVITL to the SPG and notify AVVNL/RUVITL of the
details of such account at least sixty (60) Days before the dispatch of the first
Monthly Bill.
10.1.7 Late Payment Surcharge
In case the payment of bills of renewable energy tariff is delayed beyond a period of
45 days from the date of presentation of bills, a late payment surcharge equivalent to
Base Rate as on 1st April of the respective year plus 400 basis points per annum on
daily basis shall be levied by the Generating Company.
10.1.8 Rebate
a) For payment of any Bill on or before Due Date, the following Rebate shall be
paid by the SPG to AVVNL/RUVITL in the following manner and the SPG shall not
raise any objections to the payments made under this article.
i. For payment of bills of the SPG within 5 working days of presentation of
bills, a rebate of 1.5% shall be allowed.
Explanation: In case of computation of ‘5 days’ the number of days shall
be counted consecutively without considering any holiday. However, in
case the last day or 5th days official holiday, the 5th day for the purpose
of Rebate shall be construed as the immediate succeeding working day
(as per the official State Government’s calendar, where the Office of the
Authorized Signatory or Representative of the beneficiary, for the
purpose of receipt or acknowledgement of bill is situated).
ii. If payments of bills of SPG are made beyond 5 working days but within a
period of 30 days of presentation of bills, a rebate of 1% shall be allowed.
iii. No rebate shall be payable to AVVNL/RUVITL for payments made after 30
clear working days of the date of presentation of hard copy of the bill
along with the required supporting documents at AVVNL office upto Due
date.
iv. For the above purpose, the date of presentation of Bill shall be the next
Business Day of delivery of the physical copy of the Bill at RUVITL (i.e.,
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SE (Billing), RUVITL (on behalf of AVVNL), 132 kV GIS Building,

Calgiri Road, Malviya Nagar, Jaipur)
v. 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.
b) For the above purpose date of presentation of bill shall be the same day of
delivery in hard copy. However, for consideration of rebate, next business day
shall be considered.
10.1.9 Quarterly and Annual Reconciliation
a) The Parties acknowledge that all payments made against Monthly Bills and
Supplementary Bills shall be subject to quarterly reconciliation within 30 days of
the end of the quarter at the beginning of the following quarter of each Contract
Year and annual reconciliation at the end of each Contract Year within 30 days to
take into account the Energy Accounts, Tariff adjustment payments, Tariff
Rebate, Late Payment Surcharge, or any other reasonable circumstance
provided under this Agreement.
b) 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 AVVNL/RUVITL 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 of PPA.
10.1.10 Payment of Supplementary Bill
a) SPG may raise a ("Supplementary Bill") for payment on account of:
i. Adjustments required by the Energy Accounts (if applicable); or
ii. Change in Law as provided in Article 12
And such Supplementary Bill shall be paid by the other Party.
b) RUVITL shall remit all amounts due under a Supplementary Bill raised by the SPG
to the 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 by energy account,
Rebate as applicable to Monthly Bills shall equally apply. No surcharge will be
applicable other than that on the monthly energy payment and associated debit
and credit note.
c) In the event of delay in payment of a Supplementary Bill by either Party beyond
its Due Date, a Late Payment Surcharge shall be payable at the same terms
applicable to the Monthly Bill.
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10.1.11 Payment Security Mechanism

Letter of Credit (LC):
a) RUVITL 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 accordance with the PPA.
b) Not later than one (1) Month before the start of supply, RUVITL 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:
i. for the first Contract Year, equal to the estimated average monthly
billing;
ii. for each subsequent Contract Year, equal to the average of the monthly
billing of the previous Contract Year.
c) 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.
d) Provided further that if at any time, such Letter of Credit amount falls short of
the amount specified above due to any reason whatsoever, RUVITL shall restore
such shortfall within fifteen (15) days.
e) RUVITL shall cause the scheduled bank issuing the Letter of Credit to intimate
the SPG, in writing regarding establishing of such irrevocable Letter of Credit.
f) RUVITL shall ensure that the Letter of Credit shall be renewed not later than its
expiry.
g) All costs relating to opening, maintenance of the Letter of Credit shall be borne
by RUVITL.
h) If RUVITL fails to pay undisputed Monthly Bill or Supplementary Bill or a part
thereof within and including the Due Date, then, subject to above, the SPG may
draw upon the Letter of Credit, and accordingly the bank shall pay without any
reference or instructions from AVVNL/RUVITL, an amount equal to such Monthly
Bill or Supplementary Bill or part thereof, in accordance with above, by
presenting to the scheduled bank issuing the Letter of Credit, the following
documents:
i. a copy of the Monthly Bill or Supplementary Bill which has remained unpaid
to SPG and;
ii. a certificate from the SPG to the effect that the bill at item (a) above, or
specified part thereof, is in accordance with the Agreement and has remained
unpaid beyond the Due Date;
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10.1.12 Disputed Bill

a) If AVVNL/RUVITL 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.
b) If AVVNL/RUVITL disputes the amount payable under a Monthly Bill or a
Supplementary Bill, as 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.
c) If the SPG agrees to the claim raised in the Bill Dispute Notice, 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 made by the disputing Party to the invoicing Party and up to and
including the date on which such payment has been received as refund.
d) If the SPG does not agree to the claim raised in the Bill Dispute Notice, it shall,
within fifteen (15) days of receiving the Bill Dispute Notice, furnish a notice (Bill
Disagreement Notice) to RUVITL (i.e., SE (Billing), RUVITL (on behalf of
AVVNL), 132 kV GIS Building, Calgiri Road, Malviya Nagar, Jaipur) 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.
e) Upon receipt of the Bill Disagreement Notice SE (Billing), RUVITL (on behalf of
AVVNL), 132 kV GIS Building, Calgiri Road, Malviya Nagar, Jaipur,
authorized representative(s) or a director of the board of directors / member of
board of the AVVNL/RUVITL and SPG shall meet and make best endeavours to
amicably resolve such dispute within fifteen (15) days of receipt of the Bill
Disagreement Notice.
f) If the Parties do not amicably resolve the Dispute within fifteen (15) days of
receipt of Bill Disagreement Notice, the matter shall be referred to Dispute
resolution in accordance with Article 16 of PPA.
g) For the avoidance of doubt, it is clarified the despite a Dispute regarding an
invoice, AVVNL/RUVITL shall, without prejudice to its right to Dispute, be under
an obligation to make payment of undisputed amount of the invoice amount in
the Monthly Bill.
10.1.13 Escrow Arrangement:
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AVVNL Shall also establish ESCROW arrangement in favour of Developer(s). AVVNL shall
enter into a Tripartite ESCROW agreement to be executed amongst Developer as Borrower,
financing institution as Lender & RUVITL on behalf of AVVNL as power procurer wherein
AVVNL obligation is restricted only to the extent that all the tariff payments shall be made
remitted/credited to the notified bank account of the SPG (S) designated as ESCROW
account as per the provisions of PPA. The Tripartite ESCROW agreement will be the integral
part of the PPA.
ARTICLE 11: FORCE MAJEURE
11.1 Definitions
11.1.1 In this Article, the following terms shall have the following meanings:
11.2 Affected Party

11.2.1 An affected Party means AVVNL/RUVITL 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 unavoidably 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, lockdown if and only if it is declared / notified by
the competent state / central authority / agency (as applicable); or
c) radioactive contamination or ionising 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 Power Project by the
Affected Party or those employed or engaged by the Affected Party.
11.4 Force Majeure Exclusions
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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 Power 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 seven (7) days after the date
on which such 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.
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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.
ARTICLE 12: CHANGE IN LAW
12.1 Definitions
12.1.1 In this 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
(a) the enactment of any new law; or
(b) an amendment, modification or repeal of an existing law; or
(c) the requirement to obtain a new consent, permit or license; or
(d) any modification to the prevailing conditions prescribed for obtaining an
consent, permit or license, not owing to any default of the SPG; or 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
(e) and supply of power from the Power project 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 (ii) any change in any withholding tax on
33
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/
AVVNL 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, AVVNL/RUVITL shall withhold the monthly tariff payments on
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.
ARTICLE 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 AVVNL of its
obligations under this Agreement, shall constitute an SPG Event of Default:
(i) the failure to commence supply of power to AVVNL up to the Contracted Capacity,
by the end of the period specified in Article 4, or failure to continue supply of
Contracted Capacity to AVVNL after Commercial Operation Date throughout the
term of this Agreement, or
if
 the SPG assigns, mortgages or charges or purports to assign, mortgage or charge
any of its assets or rights related to the Power Project in contravention of the
provisions of this Agreement; or
34
 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;
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
(ii) the SPG repudiates this Agreement and does not rectify such breach within a
period of thirty (30) days from a notice from AVVNL/RUVITL in this regard; or
(iii) except where due to any AVVNL’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 AVVNL/RUVITL.
(iv) Occurrence of any other event which is specified in this agreement to be a material
breach/default of the SPG
(v) except where due to any AVVNL’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 AVVNL/RUVITL.
13.2 AVVNL 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
35
obligations under this Agreement, shall constitute the Event of Default on the part
of defaulting AVVNL:
(i) AVVNL fails to pay (with respect to a Monthly Bill or a Supplementary Bill),
subject to Article 10.1.5, 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) AVVNL 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, AVVNL is in
material breach of any of its obligations pursuant to this Agreement, and such
material breach is not rectified by AVVNL within sixty (60) days of receipt of
notice in this regard from the SPG to AVVNL; or
if
 AVVNL become 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 AVVNL, or
 AVVNL go 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 AVVNL Event of Default, where such dissolution or liquidation of
AVVNL or AVVNL are 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
AVVNL and expressly assumes all obligations of AVVNL and is in a position to
perform them; or;
 Occurrence of any other event which is specified in this Agreement to be a
material breach or default of AVVNL.
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, AVVNL/RUVITL 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
(AVVNL/RUVITL 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 AVVNL/RUVITL Preliminary Default Notice, the Consultation
Period of ninety (90) days or such longer period as the Parties may agree, shall
36
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.
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, AVVNL/RUVITL 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 AVVNL/RUVITL, 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, AVVNL/RUVITL 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 AVVNL/RUVITL including the condition that the selectee meets the
eligibility requirements of RfS issued by AVVNL and accepts the terms and
conditions of this Agreement.
13.3.6 The lenders in concurrence with AVVNL/RUVITL, may seek to exercise 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 AVVNL/RUVITL to carry out such
substitution and shall have the duty and obligation to continue to operate the
Power Project in accordance with this PPA till such time as the substitution 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 by the SPG to AVVNL/RUVITL.
13.3.7 In the event the lenders are unable to substitute the defaulting SPG within the
stipulated period, AVVNL/RUVITL 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 and liquidate the Project assets.
13.4 Procedure for cases of AVVNL Event of Default
37
13.4.1 Upon the occurrence and continuation of any AVVNL Event of Default specified in
Article 13.2, the SPG shall have the right to deliver to AVVNL, a 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 a SPG Preliminary Default Notice, the Consultation Period of
ninety 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 AVVNL Event of Default giving rise to the Consultation Period shall have
ceased to exist or shall have been remedied, AVVNL 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 AVVNL
within the stipulated period, then the SPG may terminate the PPA and at its
discretion require AVVNL 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 period 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.
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.
ARTICLE 14: LIABILITY AND INDEMNIFICATION
14.1 Indemnity
14.1.1 The SPG shall indemnify, defend and hold AVVNL harmless against:
38
(a) any and all third party claims against AVVNL 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 AVVNL 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 AVVNL 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
AVVNL 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 AVVNL of any of its
obligations.
14.2 Procedure for claiming Indemnity

14.2.1 Third party claims
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 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 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.
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
39
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.
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 non-payment 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 on 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
AVVNL, the SPG or others), strict liability, contract, breach of statutory duty,
operation of law or otherwise.
14.4.2 AVVNL 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 AVVNL, or any affiliate of AVVNL 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.
ARTICLE 15: ASSIGNMENTS AND CHARGES
15.1 Assignments
40
a. 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 Lenders 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 AVVNL/RUVITL 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.
b. Provided that, AVVNL/RUVITL 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 AVVNL/RUVITL seeks to transfer to any transferee all of its rights and
obligations under this Agreement.
c. The enforcement of the rights and obligation between the SPG and the
AVVNL/RUVITL provided in this Agreement shall not be treated as an assignment
but an enforcement of the terms agreed under this Agreement.
d. 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 AVVNL/RUVITL. Provided further that, such
consent shall not be withheld by the SPG if AVVNL/RUVITL seeks to transfer to
any affiliate all of its rights and obligations under this Agreement.
e. 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 Transaction as Facilitation Fee (non-refundable) shall
be deposited by the SPG to AVVNL/RUVITL.
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.
ARTICLE 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 Jaipur.
41
16.2 Amicable Settlement and Dispute Resolution

16.2.1 Amicable Settlement
(a) 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:
i. a description of the Dispute;
ii. the grounds for such Dispute; and
iii. all written material in support of its claim.
(b) The other Party shall, within thirty (30) days of issue of Dispute Notice issued under
Article16.2.1(i), furnish:
i. counter-claim and defences, if any, regarding the Dispute; and
ii. all written material in support of its defences and counter-claim.
(c) Within thirty (30) days of issue of Dispute Notice by any Party pursuant to Article
16-
i. if the other Party does not furnish any counter claim or defense under Article
16
ii. or thirty (30) days from the date of furnishing counter claims 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.
iii. 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
(a) 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.
42
(b) AVVNL shall be entitled to co-opt the lenders (if any) as a supporting party in such
proceedings before the Appropriate Commission.
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.
ARTICLE 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 authorised 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.
43
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, unless the 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
Mobile /WhatsApp No.
Telephone
17.6.3 If, to AVVNL/RUVITL, all notices or communications must be delivered personally or
by registered post or facsimile or any other mode duly acknowledged to the
address(es) below:
Address 132KV GSS MNIT Campus, Calgiri Road, Malviya
Nagar, Jaipur-302017
Attention Superintending Engineer (Billing), RAJASTHAN
URJA VIKAS AND IT SERVICES LIMITED
Email ruvnlwind1@gmail.com,
se.billing.ruvnl@rajasthan.gov.in
Telephone 0141-2525470
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 acknowledgement 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
44
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 Indian Companies Act, 2013.
17.9 Taxes and Duties

17.9.1 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.
17.9.2 AVVNL/RUVITL shall be indemnified and held harmless by the SPG against any
claims that may be made against AVVNL/RUVITL in relation to the matters set out in
Article 17.9.1.
17.9.3 AVVNL/RUVITL shall not be liable for any payment of, taxes, duties, levies, cess
whatsoever for discharging any obligation of the SPG by AVVNL/RUVITL on behalf of
SPG.
17.10 Independent Entity

17.10.1 The SPG shall be an independent entity performing its obligations pursuant to the
Agreement.
17.10.2 Subject to the provisions of the Agreement, the SPG shall be solely responsible for
the 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 AVVNL 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
AVVNL.
17.11 Compliance with Law
45
17.11.1 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 there under, such provision of this Agreement shall be deemed to
be amended to the extent required to bring it into compliance with the aforesaid
relevant provisions as amended from time to time.
17.12 Order of priority in application

17.12.1 In case of inconsistencies in the agreements executed between the Parties,
applicable Law including rules and regulations framed thereunder, the order of
priority shall be as mentioned below:
(i) applicable Law, rules and regulations framed thereunder,
(ii) this Agreement
17.13 Affirmation
17.13.1 The SPG and RUVITL, both affirm that;
a) neither it nor its respective directors, employees, or agents has paid or undertaken
to pay or shall in the future pay any unlawful commission, bribe, pay-off or kick-
back; and
b) it has not in any other manner paid any sums, whether in Indian currency or foreign
currency and whether in India or abroad to the other Party to procure this
Agreement, and the SPG and AVVNL/RUVITL hereby undertake not to engage in any
similar acts during the Term of Agreement.
17.14 No consequential or Indirect Losses

17.14.1 The liability of the Seller and the Procurers is limited to that explicitly provided in
this Agreement.
17.14.2 Provided that notwithstanding anything contained in this Agreement, under no
event shall the Procurers or the Seller claim from one another any indirect or
consequential losses or damages.
17.15 Breach of Obligations

17.15.1 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.
46
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.
Signature Signature with Seal
Solar Power Generator Rajasthan Urja Vikas & IT Services Limited (On behalf of
(SPG) AVVNL)
Witness: Witness:
47
SCHEDULE PROPERTY
All that piece and parcel of Barren / Agricultural land measuring ____ Hectare share out of
Khasra No.___________ situated at Village- / City _____________ Tehsil __________
District and bounded on the: (Note: The legal revenue terms to be changes to those
prevalent in the State)
S.No. Khasra No. Area Bounded on the
(Hectare)
East By West By North By South By
48

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PPA DOCUMENT UNDER TN-DSM-____ of AVVNL

Power Purchase Agreement (PPA)

POWER PURCHASE AGREEMENT

Procurement of ……… MWp (AC) Solar Power on Long Term Basis

under PM-KUSUM Component-C Scheme

RAJASTHAN URJA VIKAS AND IT SERVICES LIMITED

AJMER VIDYUT VITARAN NIGAM LIMITED

to use indigenously manufactured solar panels with indigenous modules.

__________ Sub-division and sale of electricity by the SPG to AVVNL at 33/11 kV

ARTICLE 1: DEFINITIONS AND INTERPRETATION

other than Sunday or a statutory holiday, on which the

___kV of the 33/11 kV …………… Plant No.___ substation

increasing the liabilities of AVVNL;

include without limitation all applicable rules, regulations,

by the manufacturers of the plant and equipment to

vi) A "person" shall be construed as a reference to any person, firm, company,

ARTICLE 2: TERM OF AGREEMENT

2.1 Effective Date

2.2 Term of Agreement

2.3 Early Termination

2.5 Performance Bank Guarantee (PBG)

ARTICLE 3: CONDITIONS SUBSEQUENT

ARTICLE 4: CONSTRUCTION & DEVELOPMENT OF THE PROJECT

4.1 SPG’s Obligations

related switchgear & metering equipment at sub-station where the plant is

4.2 Purchase and sale of Contracted Capacity

4.3 Right to Contracted Capacity & Energy

However, the minimum compensation payable to RUVITL (on behalf of AVVNL) by

4.4 Extensions of Time

4.5 Liquidated Damages not amounting to penalty for delay in

subject to maximum Rs.

Here, Remote Monitoring System (RMS) shall be considered as communicated when

4.6 Acceptance/ Performance Test

4.7 Third Party Verification

4.8 Breach of Obligations

4.9 Generation compensation for Off-take constraints

generation compensation shall be restricted to the following and there shall be no

ARTICLE 5: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL

5.1 Synchronization, Commissioning and Commercial Operation

Scheduled Commissioning Date as defined in this Agreement shall be the relevant

ARTICLE 6: DISPATCH AND SCHEDULING

6.1 Dispatch and Scheduling

8.2 Application of Insurance Proceeds

8.3 Effect on liability of AVVNL

ARTICLE 9: APPLICABLE TARIFF

ARTICLE 10: BILLING AND PAYMENT

10.1.1 Energy measurement for Monthly billing

10.1.2 Inspection and Testing of Meters

10.1.3 Inaccuracy of Meters

15) Validity of Performance Bank Guarantee (PGB).

10.1.5 Delivery and Content of Monthly Bills/Supplementary Bills

SE (Billing), RUVITL (on behalf of AVVNL), 132 kV GIS Building,

10.1.11 Payment Security Mechanism

10.1.12 Disputed Bill

10.1.13 Escrow Arrangement:

ARTICLE 11: FORCE MAJEURE

11.2 Affected Party

11.3 Force Majeure

b) any act of war (whether declared or undeclared), invasion, armed conflict or

c) radioactive contamination or ionising radiation originating from a source in

_kV of the 33/11 kV …………… Plant No._ substation