Neemuch: 500 Mw Agar: 550 Mw Shajapur

NEEMUCH: 500 MW AGAR: 550 MW Strictly Private and Confidential SHAJAPUR: 450 MW Disclaimer

This information memorandum is being issued pursuant to the request for proposal dated 8 October 2018 (RfP), issued by Rewa Ultra Mega Solar Limited (RUMSL). The information contained in this information memorandum is provided to Bidders on the terms and conditions set out in the RFP and such other terms and conditions subject to which such information is provided.

The purpose of this information memorandum is solely to provide the Bidders with information that may be useful to them in the preparation and submission of their Bids. The information contained in this information memorandum is indicative in nature and is subject to the terms and conditions of the draft project contracts which will be issued in due course as part of the Bid Documents. In case there is any inconsistency between the contents of the information memorandum and the draft project contracts to be issued, the draft project contracts shall prevail.

The information memorandum include statements which reflect various assumptions and assessments arrived at by RUMSL and its advisors for the three Madhya Pradesh Solar Parks namely, Neemuch Solar Park, Agar Solar Park and Shajapur Solar Park (which will comprise of internal infrastructure being set up by RUMSL as well as all the units or Solar Power Projects to be set up by the Project Developer(s) in each solar park). Such assumptions, assessments and statements do not purport to contain all the information that the Bidders may require. The information contained in the information memorandum may not be appropriate for all Persons and it is not possible for RUMSL, its employees or advisors to consider the investment objectives, financial situation and particular needs of each Person who reads the information memorandum. The assumptions, assessments, statements and information contained in the information memorandum may not be complete, accurate, adequate or correct. Each Bidder should therefore conduct its own investigations and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments, statements and information contained in the information memorandum. Bidders are also advised to visit and examine the solar parks and acquaint themselves of any such information or details as may be necessary for preparation and submission of their Bid.

The information provided in the information memorandum to the Bidders is on a wide range of matters, some of which may depend upon interpretation of the law. The information given is not intended to be an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of the law. RUMSL, its employees and advisors accept no responsibility for the accuracy or otherwise for any interpretation or opinion on laws expressed in the information memorandum.

RUMSL and its employees and advisors make no representation or warranty and will have no liability to any Person, including any Bidder, under any law, statute, rules or regulations or tort or otherwise for any loss, damage, cost or expense which may arise from or that may be incurred or suffered on account of anything contained in the information memorandum or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the information memorandum and any assessment, assumption, statement or information contained in the information memorandum or deemed to form part of the information memorandum or arising in any way.

RUMSL and its employees and advisors also accept no liability of any nature, whether resulting from negligence or otherwise, however caused arising from reliance of any Bidder upon the content of the information memorandum.

RUMSL may, in its absolute discretion but without being under any obligation to do so, update, amend or supplement the information, assessment, statement or assumptions contained in the information memorandum. RUMSL Abbreviations

• GoI: Government of India • GoMP: Government of Madhya Pradesh • IR – Indian Railways • ISTS - Inter-State Transmission System • MNRE: Ministry of New and Renewable Energy, Government of India • MPPMCL: Madhya Pradesh Power Management Company Limited • MPPTCL: Madhya Pradesh Power Transmission Company Limited • MPUVN: Madhya Pradesh Urja Vikas Nigam Limited • NRED: New and Renewable Energy Department, Government of Madhya Pradesh • PGCIL: Power Grid Corporation of India Limited • RUMSL: Rewa Ultra Mega Solar Limited • SECI: Solar Energy Corporation of India

RUMSL Project Details

Particulars Details

Neemuch : 24°98’81'' N, 75°18'45'' E Location Agar: 23°55’21'' N, 76°01'57'' E (approx) Agar Shajapur: 23°13'57'' N, 76°01'42'' E Shajapur Neemuch

Neemuch: 500 MW divided into 3 Units AC Capacity Agar: 550 MW divided into 2 Units Shajapur: 450 MW divided into 3 Units

Technology Solar PV with no restriction on module type

Neemuch Park: 1010 hectares Land Required Agar Park: 1111 hectares Shajapur Park: 909 hectares

• Agar & Shahjapur Solar Parks: 220/400 Inter-State kV substation (planned) Transmission • Neemuch Solar Park: 400/765 kV System inter- substation at Chittorgarh (existing) with connection 400 kV transmission lines till project’s point pooling substation (planned)

RUMSL Neemuch Solar Park - Unit-1 (160MW), Unit-2 (170MW) & Unit-3 (170MW)

Land Gradient – Within 7 degree

Land Unit 1 Unit 2 Unit 3 160MW 170MW 170MW Total land in Ha 357.37 373.74 365.44

RUMSL

Note: The site layout is indicative and physical land survey is currently underway. Neemuch Solar Park – Land Details

Revenue Land Details

RUMSL/GoMP to arrange and provide the entire land free from encumbrance to the Project Developer/s Type of Land Unit 1 Unit 2 Unit 3 160MW 170MW 170MW Government Land 291.06 332.91 344.96 (Hectare) Patta Land (Hectare) 61.23 32.02 5.00 Private Land (Hectare) 5.08 8.81 15.48

Total 357.37 373.74 365.44

Out of identified land details shown above , total land allotted in Neemuch District is 969 Ha

In case the Project Developer/s fall short to complete their envisaged DC installed capacity within the given area, additional land can be directly purchased by the Project Developer/s. RUMSL will assist, on best endeavor basis, in procuring this additional private land. Assistance shall be within the limits of the MP land policy.

RUMSL Note: The areas are based on GoMP’s digital revenue map and exclude the land for all the substations. The Khasra wise area statement will be made available in the Data Room. Agar Solar Park - Unit-4 (200MW), Unit-5 (350MW)

UNIT 5 UNIT 4 State Highway

Village Road Substation

Substation

Land Unit 4 Unit 5 200 MW 350MW

Total in Ha 404.00 765.30

RUMSL

Note: The site layout is indicative and physical land survey is currently underway. Agar Solar Park – Land Details

Revenue Land Details

RUMSL/GoMP to arrange and provide the entire land free from encumbrance to the Project Developer/s

Type of Land Unit 4 Unit 5 200 MW 350MW Government Land 344.94 693.22 Private Land 59.06 72.08

Total 404.00 765.30

Out of identified land details shown above , total land allotted in Agar District is 693 Ha

RUMSL Note: The areas are based on GoMP’s digital revenue map and exclude the land for all the substations. The Khasra wise area statement will be made available in the Data Room. Shajapur Solar Park - Unit-6 (105MW), Unit-7 (220MW), Unit 8 (125 MW)

UNIT 6, 7 UNIT 8

Village Road

Substation

Unit-7

Substation

State Highway

Unit-6 Village Road

Grid Substation and unit Substation

Land Unit 6 Unit 7 Unit 8 105MW 220MW 125MW

Total in Ha 255.84 475.40 258.00

RUMSL

Note: The site layout is indicative and physical land survey is currently underway. Shajapur Solar Park – Land Details

Revenue Land Details

RUMSL/GoMP to arrange and provide the entire land free from encumbrance to the Project Developer/s

Type of Land Unit 6 Unit 7 Unit 8 105MW 220MW 125MW Government Land 221.99 388.05 237.71 Patta Land 10.01

Private Land 33.85 77.34 20.29

Total 255.84 475.40 258.00

Out of identified land details shown above , total land allotted in Shajapur District is 838 Ha

RUMSL Note: The areas are based on GoMP’s digital revenue map and exclude the land for all the substations. The Khasra wise area statement will be made available in the Data Room. Evacuation Infrastructure – Neemuch Solar Park – 500 MW

Each Unit has a 33/220 kV Substation built by RUMSL. This connects through 220 kV lines to the 220/400kV Pooling substation built by RUMSL, proposed at a central location. Transmission line from Pooling substation till existing Chittorgarh ISTS substation shall be constructed by PGCIL.

RUMSL Evacuation Infrastructure – Agar & Shajapur Solar Park - 1000MW

Each Unit has a 33/220 kV Substation built by RUMSL. This connects through 220 kV lines to the 220/400kV Pooling substation to be built by PGCIL, proposed at Moman Badodiya. Transmission line from Pooling substation till Sujalpur ISTS substation shall be constructed by PGCIL

RUMSL

Note - Details of PGCIL substation will be provided in the Data Room Water Availability

RUMSL would facilitate necessary clearances to provide water to the Project Developer/s. It will also undertake additional water assessment studies and will make it available to the Project Developer/s in the Data Room. The Project Developer/s would be required to arrange and procure water at the plant site as required for construction and operation of the Unit.

Based on the initial assessment, the possible sources of water could be the following, subject to optimization of costs and impacts.

Neemuch Solar Park Source Description Remarks Ground Water • Expected water level for Neemuch district, Pre-monsoon levels • GoMP shall assist the developer to be 3.88 to 36.91m and post monsoon level between 0.85 to in obtaining clearance for (Ref: Central 12.28m. procuring requisite water Ground Water Board’s Year book • Precise ground water levels require further ground 2016-17) investigations. Nearby Water • Brahmani river, flows 5km from the project site • Brahmani river appears to be Bodies • Kamarkirta lake, is located at a distance of 12 km from project non-perennial, hence may be site ruled out. • 6km / 12km of water pipeline will be required in both the cases. • Kamarkirta lake appears to be for local village consumption.

RUMSL Water Availability

Agar Solar Park Source Description Remarks Ground Water • Expected water level for Agar district, Pre-monsoon levels to be 2.34 to • GoMP shall assist the developer in 19.10m and post monsoon level between 0.88 to 14.02m. obtaining clearance for procuring (Ref: Central • Precise ground water levels require further ground investigations. requisite water Ground Water Board’s Year book 2016-17) Unit 4 Nearby Water • Ahu river, flows 12km from the western side of the project site. • Ahu and Lakunder rivers appear to Bodies • Lakunder river, flows 10km from the eastern side of the project site. be non-perennial, hence may be • Pipaliya kumar and Bijnakhedi earthen dams are located at a distance ruled out. of 3km from the project site. • Earthen dam and lakes appear to • Moti Sagar and Rana Sagar lakes are located at a distance of 15km seasonal and may be for local from the south-west of the project site. village consumption. • Water pipeline will be required in all the cases. Source Description Remarks Ground Water • Expected water level for Agar district, Pre-monsoon levels to be 2.34 to • GoMP shall assist the developer in 19.10m and post monsoon level between 0.88 to 14.02m. obtaining clearance for procuring (Ref: Central • requisite water Ground Water Precise ground water levels require further ground investigations. Board’s Year book Unit 5 2016-17) Nearby Water • Ahu river flows 12km from the western side of the project site. • Ahu river appears to be non- Bodies • Ganeshpura dam, is located at a distance of 18km from the north-east perennial, hence may be ruled out. of the project site. • Earthen dam and lakes appear to • Khejdi village and Ruparel village earthen dams are located at a seasonal and may be for local distance of 15km from the project site. village consumption. • Water pipeline will be required in all the cases.

RUMSL Water Availability

Shajapur Solar Park

Source Description Remarks Ground Water • Expected water level for Agar district, Pre-monsoon levels to be • GoMP shall assist the developer in 2.34 to 19.10m and post monsoon level between 0.88 to 14.02m. obtaining clearance for procuring (Ref: Central • Precise ground water levels require further ground investigations. requisite water Ground Water Board’s Year book 2016-17) Unit 6,7 Nearby Water • Ahu river flows 12km from the western side of the project site. • Ahu river appears to be non- Bodies • Ganeshpura dam, is located at a distance of 18km from the north- perennial, hence may be ruled out. east of the project site. • Earthen dam and lakes appear to • Khejdi village and Ruparel village earthen dams are located at a seasonal and may be for local distance of 15km from the project site. village consumption. • Water pipeline will be required in all the cases.

Source Description Remarks Ground Water • Expected water level for shajapur district, Pre-monsoon levels to be • GoMP has indicated that they 2.34 to 19.10m and post monsoon level between 0.88 to 14.02m. would procure necessary (Ref: Central • Precise ground water levels require further ground investigations. clearances to provide water to Ground Water developers Board’s Year book 2016-17) Unit 8 Nearby Water • Lakhundar river, flows 07km from the eastern side of the project • Lakhundar river appears to be Bodies site. non-perennial, hence may be ruled • Cheelar dam near the Bayda village, is located at a distance of 19km out. from north-east of the project site. • Water reservoirs appear to • Palsawad son reservoir near the Palsawad son village, is located at seasonal and may be for local a distance of 05km from the south-eastof the project site. village consumption. • Water pipeline will be required in all the cases.

RUMSL Fund Flow

Cost for setting up park Contractor infrastructure World Bank MNRE PMC Cost PGCIL

Loan repayment Grant for park Private Land Existing loan and interest Cost of purchase of development private land Owners payment RUMSL Payment for WB Loan for GoMP government land IREDA park infrastructure Application fee & BG development PGCIL charges

Loan Repayment Financing charges and interest IREDA

Upfront charges Ongoing Charges Collector • Upfront Developer’s Contribution – to cover Capital required before the disbursement of subsidy and loan for LAD Charges commencing the solar park activities • Ongoing charges -On account of annual For Local Area Solar Power Developer expenses incurred by SPPD such as Development operating cost of solar park infrastructure, Tariff for generated units interest and repayment of WB loan, DSRA Western central Railways Madhya Pradesh Power cost, Working capital requirement etc. on behalf of India Management Company Railways (MPPMCL)

RUMSL Solar Park Charges – From Developer to RUMSL

Capital Capital required, apart from subsidy and loan, to fund the following Expenditure solar park activities: incurred by Upfront • Private Land cost, RUMSL to set up Developer’s • EPC mobilization advance & PMC costs, solar park Contribution • Cost related to obtaining LTA, including • Site development preliminary activities. • Land cost, • Site development charges, • Evacuation Subsidy:- 30% of the Project cost or INR 12 Lakh/ MW, whichever cost, is lower • IDC, Long term debt:- The balance amount of capital expenditure would Other sources • Taxes be funded from Long term debt from World Bank ( including CTF • Other costs loan @ 0.25% irrespective of LIBOR)

On account of annual expenses incurred by SPPD such as • Operating costs including pooling substation maintenance, insurance • Administrative expenses Annual expenses • Working capital requirements, • Interest on long term loan from World Bank and repayment, • DSRA BG costs • Taxes

RUMSL Procurers

Indian Railways Madhya Pradesh Power Management Company Limited Energy requirement – • Guaranteed Energy offtake – 782 MU Energy requirement – • Minimum Supply Obligation – 665 MU • Guaranteed Energy offtake – 3026 MU • PPA Signatory – Western Central Railways on • Minimum Supply Obligation – 1977 MU behalf of Indian Railways • MPPMCL procures energy on behalf of MP • Drawl points - in the states of Maharashtra and Discoms Gujarat in the [Western Zone], Uttar Pradesh, Haryana and Rajasthan in the [Northern Zone]; and Jharkhand, Bihar and Damodar Valley Corporation area in the [Eastern Zone]

Guaranteed Energy Offtake and Guaranteed Energy Offtake and Minimum Supply Obligation – Indian Railways Minimum Supply Obligation – MPPMCL 800 782 4000 3026 750 3000 1977 2000 700 665 650 1000 600 0 GEO MSO GEO MSO GEO for MPPMCL is based on assessed PLF and MSO has been GEO for IR has been fixed based on its RPO obligation. estimated at conservative CUF after reducing GEO for IR • Pro rata procurement by procurers from each unit • Procurer is obligated to purchase and pay PPA tariff for all energy that is made available to it up to the GEO for each year. If supply is below MSO then developer will pay penalties. For generation in excess of GEOs, MPPCL has an option to procure at 75% of PPA tariff

RUMSL Bid Parameter

Bid Parameter – Flat Tariff for project term

• Flat Tariff or Tariff is the levelized tariff applicable for the entire term of 25 years

• The Project Developer/s would be allowed to bid separate Tariff for each unit

• Project Developer/s is required to quote Tariff for all units, irrespective of the number of units that the Bidder is qualified for

• Average Tariff (across the units) shall be computed for qualifying bidder to reverse auction

• Award will be based on the lowest Tariff bid for each unit during reverse auction. In case no bid is received during reverse auction then the Project Developer with the lowest Tariff for that unit (Best Quote) in financial round shall be awarded the unit

RUMSL Payment Security - MPPMCL

2.2a Replenish Repayment with interest @ SBI MCLR + 3% MPPMCL

GOMP Guarantee/TPA

Invoice 2.2b

Repayment if Payment MPPMCL does not repay

MPPMCL’s LC Bank RUMSL operated Payment Unpaid Invoice covering 1 month’s Unpaid Invoice Security Fund covering 3 energy payment Developer month’s energy payments

Payment

2.3 2.1 Repayment IREDA: Indian Renewable Energy Development Agency is a Drawl of with AAA rated non-banking Financial Institution under the Funds interest @ MCLR administrative control of MNRE, Government of India IREDA Overdraft Facility RUMSL to arrange an Overdraft Facility from IREDA backed by GoMP Guarantee

RUMSL Payment Security - IR

2.2a Replenish Repayment with interest @ SBI MCLR + 3% Railways RBI Assurance *

Invoice 2.2b Repayment if

Payment Railways does not repay

Railways LC Bank RUMSL operated Payment Unpaid Invoice covering 1 month’s Unpaid Invoice Security Fund covering 3 energy payment Developer month’s energy payments

Payment

2.3 2.1 Repayment IREDA: Indian Renewable Energy Development Agency is a Drawl of with AAA rated non-banking Financial Institution under the Funds interest @ administrative control of MNRE, Government of India MCLR

RUMSL to arrange an Overdraft Facility from IREDA backed IREDA Overdraft Facility by GoMP Guarantee

RUMSL

* Subject to approval of Indian Railways and details in draft PPA shall be final Optimal Scheduling

Under this arrangement, the Power Purchase Agreement for IR would be for procurement of energy (782 MUs annually) with a unique scheduling protocol agreed apriori with the second procurer, MPPMCL that would enable this energy quantum to be evacuated through a long term access on ISTS of only about 207 MW.

Time block wise Optimum Scheduling explained for a day

7:15

6:15 9:15

8:15

7:45

6:45 9:45

7:30

8:45

7:00

6:30 9:30

8:30

6:00 9:00

11:15

8:00

17:15

15:15

13:15

12:15

11:45 14:15

16:15

10:15

11:30

17:45

15:45

13:45

12:45

11:00 14:45

16:45

17:30

15:30

10:45

13:30

12:30

14:30 17:00

16:30

15:00

10:30 13:00

12:00

14:00 16:00 10:00 Generation from Solar Parks (1500 MW) Normal Scheduling for 782 MUs (344 MW) Optimum Scheduling for 782 MUs (207 MW)

It is proposed that northern region requirement for IR shall be met from Neemuch solar park through LTA of 66 MW, western region requirement shall be met from Agar solar park through LTA of 87 MW and eastern region requirement shall be met from Shajapur solar park through LTA of 54 MW

RUMSL Power Flow

Central Transmission Grid Agar Shajapur Neemuch Solar Park (Scheduling, billing & settlement State Transmission managed by respective RLDC) (Scheduling Managed by respective SLDC) Transmission Grid UP ISTS 66 MW UP STU Connectivity Northern

Line at 400 kV Neemuch Solar Park Grid Rajasthan

Tx voltage level (500 MW) at PGCIL Haryana Chittorgarh 434 Railways Drawl Nodes substation in Western MW 400 kV kV 400 Grid Rajasthan MPPMCL

87 Gujarat MW Agar Solar Park (550 Maharashtra Connectivity Western MW) Railways Drawl Nodes at 220 kV Grid 463

. Line . MW voltage level MPPMCL Tx at proposed PGCIL substation 54 Jharkhand 220 kV kV 220 near Moman Eastern MW Bihar Badodia in Grid Shajapur Solar Park (450 Madhya MW) DVC Area Pradesh 396 Western Railways Drawl Nodes MW Grid MPPMCL

RUMSL Contractual Structure

Guarantee MPPCL Government of Obligations Madhya Pradesh under PPA Ministry of New & Grant for Joint Solar Energy Corporation of India Renewable Energy park infra Existing contracted loan (MNRE); GOI Venture (SECI): A GoI Company Rewa Ultra Mega Solar World Limited (RUMS) Madhya Pradesh Urja Vikas Nigam Bank IREDA Limited (MPUVNL): A GoMP Company

Payment Security Fund EPC tender management Overdraft facility from Application for IREDA for PSF Connectivity & Long Term Project Contractors for park infrastructure development PGCIL - Project Access on behalf of the Management Consultant developer Power Grid Corporation of India Payment Security Fund & PGCIL (Central Transmission Utility) State Govt Guarantee Implementation Government of Madhya Pradesh New & Renewable Connectivity Support Agreement Land Use Permission Agreement Energy Department Agreement (NRED) Solar Power Developer/s

Tripartite agreement GOMP with RBI * Power Purchase Guarantee/TPA Agreement Power Purchase Agreement 782 MU For balance MU

Western Central Madhya Pradesh Power Railways on behalf of Management Company India Railways (MPPMCL)

RUMSL

* Subject to approval of Indian Railways and details in draft PPA shall be final Project Preparedness

• About 82 % of project land allocated to RUMSL • Connectivity application for stage I filed • Neemuch solar park – 10th July 2018 • Agar solar park – 30th July 2018 • Shajapur solar park - 30th July 2018 • Environment & Social scoping has been completed. Bid process initiated for appointment of Environment and Social Impact Assessment consultant • IFC has been appointed as the transaction advisor. Transaction structure and bid documents are being finalized • Project management consultant has been appointed as PGCIL • Finance closure for solar park infrastructure is proposed from • Existing World Bank and Clean Technology Fund (CTF) loan • Loan agreement between RUMSL and IREDA shall be executed

RUMSL E&S Scope & Responsibility for the Concessionaire

RUMSL proposes to carry out detailed Environmental and Social Impact Assessment through third party consultant meeting requirements of World Bank and IFC Performance Standards on environmental and social sustainability. RUMSL would provide the ESIA report to the bidders two weeks prior to the Proposal Due Date with suggested/ required specific activities for the Project Developer/s. The indicative list of E&S obligations for the Project Developer/s (subject to the findings of the ESIA report) include:

Design, build, operate and maintain the project in accordance with the requirements of national legislation and IFC PS

Implement the mitigation measures as included in the ESIA report and develop/implement the Environmental and Social Management Plans as identified/included in the ESIA

Develop and implement the environmental and social management system ("ESMS") - notify in writing to the Grantors, at least thirty (30) days prior to project effectiveness

Adopt and implement HR policies and procedures appropriate to its size and workforce and develop and maintain security arrangements in line with IFC PS

Develop and maintain good Occupational Health and Safety (OHS) Management practice in line with national legislation and IFC PS2 requirements

Include relevant ESMPs requirements in contracts/subcontracts (in particular OHS requirements) - define ESHS responsibilities

Audit by an Independent E&S Consultant to review compliance with E&S obligations of CA

RUMSL E&S Scope & Responsibility for the Client

Final ESIA and management plans to be provided to the bidders at least 2 weeks before bid is due

Land acquisition in accordance with IFC PS provisions and making unencumbered land available to the Concessionaire

Implementation of mitigation measures for meeting compliance with PS 5, 6 & 7 requirements if needed

Implementation of Stakeholder Engagement Plan

RUMSL Key Bid documents

RUMSL to issue the RfP with details on RfP Processing Fee, EMD requirement etc Bidding process and timelines

Executed between – SPD, RUMSL and Procurers Term – 25 years PPA Flat tariff for project term Key terms pertaining to maximum/minimum energy requirement, guaranteed energy requirement, PBG, LDs , payment mechanism etc

Executed between – SPD and RUMSL Key details on infrastructure being developed by RUMSL, park charges, obligation of parties PIA including Environment and social obligation of parties, LDs and role of Independent engineer

Executed between – SPDs, RUMSL, Procurers Coordination Agreement Covers details of coordination committee, optimal scheduling arrangement between procurers and proportionate power procurement from each SPD

Executed between – SPDs, RUMSL, NRED Land Use Permission Agreement Land to be provided to Project Developer by NRED under the LUPA prior to or upon signing of PPA and LUPA to remain in force for the PPA term

RUMSL Key Terms – Power Purchase Agreement

Key Terms Details

Parties to the PPA • Selected Bidder (Project Developer or SPD) • The power off-takers [MPPMCL or WCR, as the case may be under each PPA] (Procurer) • RUMSL

Term • 25 years from Project SCOD

Project Developer’s • Achieve Financial Close within [7] months from the PPA execution date; and Conditions • Obtain all the relevant permits under applicable laws required for construction of the Unit(s), within [7] months of Subsequent PPA execution date.

RUMSL’s • Execute land use permission agreements with SPDs and hand over possession of 90% of the land, within [30] days Conditions from the PPA execution date. Subsequent • Appoint relevant contractor(s) for construction of internal evacuation infrastructure and other park infrastructure, within [30] days from the PPA execution date. • Handover remaining 10% of the land allocated to the SPD(s), within [90] days from PPA execution date.

Performance Bank • Project Developer to provide unconditional and irrevocable PBG of amount [17] Lakhs/MW to be split between Guarantee (PBG) Procurers in the ratio of energy ( 26: 74 for WCR: MPPMCL) • WCR to allow reduction in PBG to 1/4th of original amount, 3 months after unit commissioning and MPPMCL to allow reduction in PBG to 1/2nd of original amount and release the PBG after 1 years from COD • Procurer to have the right to draw on PBG upon failure of Project Developer to perform any of its obligations, responsibilities or commitments under the PPA

Commissioning • In case of part commissioning, Procurer may purchase the electricity at 75% of the tariff till SCOD. However, in case of full commissioning prior to SCOD, PPA tariff will be payable

Change in • No change in the controlling shareholding (51% or more of the paid-up share capital) in the Project Developer control/Lock-in from the date of signing of PPA up to 1 year post unit COD

RUMSL

Note – Terms herein are indicative. Refer to bid documents (PPA) for final term Key Terms – Power Purchase Agreement

Key Terms Details

Liquidated • Project Developer to pay: Damages payable I. Delay liquidated damages for delay in achieving Project SCOD under both PPAs by Project Developer II. Minimum performance liquidated damages for failure to deliver contracted energy (only under WCR PPA Events of Default Project Developer’s EoD: (EoD) i. failure to achieve COD within Long Stop Date ( SCOD + 3 months); ii. failure of the SPD to meet the minimum supply obligation for 3 consecutive contract years or in any 5 contract years; iii. any representation or warranty given by SPD under the PPA or prior to its execution is false or misleading; iv. abandonment of unit(s); v. assignment, mortgage or charge any of the assets or rights in contravention of the PPA; v. transfer or novation of rights in contravention of the PPA; vi. voluntary or involuntary bankruptcy, insolvency or winding proceedings that remain uncontested for 30 days; vii. winding up or bankruptcy order is passed against SPDs; viii. breach of any of material obligation under the PPA which gives a right to WCR to terminate the PPA; ix. failure to obtain and maintain a valid PBG; x. occurrence of any other material adverse effect; xi. termination of Unit land use permission agreement/ISA for SPDs fault; xii. failure to comply with the E&S standards under the implementation support agreement.

Procurer’s EoD: i. failure to make tariff payments including through letter of credit; ii. any breach of its obligations under the PPA; iii. occurrence of any other material adverse effect; iv. any representation or warranty given by WCR is false or misleading. Termination • Cure period of 60 days to be provided to defaulting party • In case of Procurer EoD - PBG to be returned and termination compensation payable • In case of Project Developer EoD - PBG to be forfeited and termination compensation payable

RUMSL

Note – Terms herein are indicative. Refer to bid documents (PPA) for final term Key Terms – ISA

Key Terms Details

Implementation • ISA to be executed between Project Developer and RUMSL Support • The timeline for completion of infrastructure under ISA shall be linked with the commissioning timeline in the PPA Agreement • Obligation of RUMSL (ISA) • handover possession of the Land • obtain the Applicable Permits required for the development of the Internal Evacuation and other park infrastructure • comply at all times with the requirements of all Applicable Permits and Applicable Laws along with payment of License and other fees • construct and commission power evacuation infrastructure from Project switch-yard up to PGCIL S/S and other park infrastructures like road, drainage system etc. • carry out the operations and maintenance of the Internal Evacuation Infrastructure and other park infrastructure • obtain and maintain for the Term, the LTA and approval for transmission of energy from the Project • Obligation of Project Developer • obtain all Applicable Permits required for the development, operation and maintenance of each unit • comply at all times with Applicable Laws and E&S Standards • pay Project development Fee and Comprehensive charge as mentioned in ISA • pay all LTA charges • obtain a license to use any technology and up-to-date know-how relating to the operation and maintenance • procure and arrange for any water supply that is required by the SPD for the construction, operations and maintenance • Independent Engineer - To be appointed by RUMSL for a period of 3 years. Subsequently, throughout the Term, the selection process will be repeated by RUMSL at least 1 month in advance of each stage that the services of the Independent Engineer are required. Event of Default Termination by SPD and Termination • If RUMSL fails to construct the park infrastructure before the long stop date, unless due to force majeure, then the SPD of ISA will have a right to terminate the ISA. Termination Consequences If ISA is terminated by SPD due to RUMSLs failure to construct the park infrastructure then RUMSL will pay termination compensation equal to (i) debt due; and (ii) 150% of adjusted equity less insurance cover

RUMSL

Note – Terms herein are indicative. Refer to bid documents (ISA) for final term Key Terms – Coordination Agreement

Key Terms Details

Parties to the • All the SPDs for Units located within a solar park, RUMSL and power offtakers (MPPMCL and WCR). contract • Separate coordination agreements will be signed for Neemuch , Agar and Shajapur solar parks

Optimum • WCR will submit its next day’s 15 minute time block schedule of consumption to RUMSL by 8:00 AM in a manner scheduling that it meets its guaranteed energy offtake, spread across each day, in a contract year. arrangement • The SPDs will also submit their next day’s 15 minute time block schedule of generation by 8:00 AM. • RUMSL will divide WCR’s total load requirement amongst each of the Units in proportion to the Unit size and will first match WCR’s requisitions to optimally meet its requirements. • RUMSL will mandatorily schedule the balance power to MPPMCL, subject to a maximum of [1293] MW of power. Any power beyond [1293] MW will be scheduled mandatorily to WCR. • RUMSL will submit the final drawl schedules to WCR and MPPMCL by 12:00 PM which in turn will submit these schedules to their respective SLDCs in accordance with applicable laws. Open Access • RUMSL will obtain open access on ISTS from the PGCIL substation for supply of [207] MW of power to WCR and [1293] MW of power to MPPMCL. All applicable ISTS charges and losses will be apportioned to the SPDs in accordance with their unit size. • WCR and MPPMCL will obtain state specific applicable permits relevant for drawl of power. Coordination • Co-ordination Committee to be formed within 30 days from PPA execution. committee • Comprising of 1 senior member each from MPPMCL, WCR and RUMSL.

Coordination Key functions: Committee • coordination of timelines under various project agreements. • resolving any non-alignment of timelines related issues (e.g., Unit SCOD under MPPMCL and WCR PPAs, force majeure etc.). • resolving any issue/dispute arising from the commissioning procedure – Co-ordination Committee’s decision to be final. • Monthly meetings until Unit COD and quarterly meetings post Unit COD or as and when required. RUMSL to convene such meetings.

RUMSL

Note – Terms herein are indicative. Refer to bid documents (Coordination Agreement) for final term Technical Specifications

Component Technical Specification Solar PV modules must be certified for the latest edition of following IEC / UL for PV module qualification test or equivalent BIS standards IEC 61215-1-2016: Terrestrial photovoltaic (PV) modules – Design qualification and type approval – Part 1:Test requirements IEC 61215- Part 1-1 : Terrestrial photovoltaic (PV) modules - Design qualification and type approval - Special requirements for testing of crystalline silicon photovoltaic (PV) modules IEC 61215- Part 1-2 : Terrestrial photovoltaic (PV) modules - Design qualification and type approval - Special requirements for testing of thin-film Cadmium Telluride (CdTe) based photovoltaic (PV) modules IEC 61215- Part 1-3 : Terrestrial photovoltaic (PV) modules - Design qualification and type approval - Special requirements for testing of thin-film amorphous silicon based photovoltaic (PV) modules IEC 61215- Part 1-4 : Terrestrial photovoltaic (PV) modules - Design qualification and type approval - Special requirements for testing of thin-film Cu(In,GA)(S,Se) based photovoltaic (PV) modules IEC 62108: Concentrator photovoltaic (CPV) modules and assemblies - Design qualification and type approval SPV Modules - Quality Certification IEC 61853 - Part 1: Photovoltaic (PV) module performance testing and energy rating: Irradiance and temperature performance measurements and power rating IS 14286 - 2010: Crystalline Silicon Terrestrial Photovoltaic (PV) Modules - Design qualification and type approval IS 16077 – 2013 : Thin Film Terrestrial Photovoltaic (PV) Modules - Design qualification and type approval IEC 62716: Photovoltaic (PV) modules - Ammonia corrosion testing IEC 61730, Part 1 and 2 - 2004: PV module safety qualification. IEC 60364-4-41: Protection against electric shock. IEC 61701: Resistance to salt mist and corrosion. IEC 60904: Photovoltaic devices. IEC TS 62804-1:2015: Potential Induced Degradation (PID). EN 50380: Datasheet and nameplate information for photovoltaic modules.

− PV modules must be warranted for output wattage, this should not be less than 90% at the end of 10 years and SPV Modules - 80% at the end of 25 years. Warranty − The modules shall be warranted for at least 10 years for failures due to material defects and workmanship.

RUMSL Technical Specifications

Component Technical Specification All Solar PV Modules shall be provided with RF identification tags (This can be inside or outside the laminate, but must be able to withstand harsh environmental conditions.) describing,

− Name of the manufacturer of PV Module. − Name of the Manufacturer of Solar cells. − Month and year of the manufacture (separate for solar cells and module). SPV Modules - − Country of origin (separately for solar cells and module). Identification and − I-V curve for the module at Standard Test Condition (1000W/m², AM1.5, 25C). Traceability of PV − Wattage, Im, Vm and FF for the module. modules − Unique Serial No and Model No of the module. − Date and year of obtaining IEC PV module qualification certificate. − Name of the test lab issuing IEC certificate. − Other relevant information on traceability of solar cells and module as per ISO 9000. Note: Site owners would be required to maintain accessibility to the list of Module IDs along with the above parametric data for each module. SPV Modules -Safe The Project Developer/s will ensure that all Solar PV modules from their plant after their ‘end of life’ (when they become Disposal of Solar PV defective/ non-operational/ non-repairable) are disposed of in accordance with the “e-waste (Management and Handling) Rules, Modules 2011” notified by the Government and as revised and amended from time to time. The Power Conditioners/ Inverters of the SPV power plants must conform to latest edition of IEC / equivalent Standards as specified below:

IEC 61683: Photovoltaic systems - Power conditioners - Procedure for measuring efficiency. IS 16221, Part 1 and 2 -2016: Safety of Power Converters for Photovoltaic system Power Conditioners/ IEC 60068-2-1,2,14,30: Environmental testing Inverters - Quality IEC 62093: Balance-of-system components for photovoltaic systems - Design qualification natural environments Certification IEC 61727: Characteristics of the Utility Interface. IEC 61000-6- 2 & 4: Electromagnetic compatibility (EMC). IEC 62103/ IEC 62109-1 & 2: Electrical safety. IEC 62116 or UL 1741 or IS 16169-2014: Testing procedure of Islanding Prevention Methods for Utility - Interactive Photovoltaic Inverters. RUMSL Technical Specifications

Component Technical Specification − Inverters shall be equipped with all required hardware for data collection and communication with SCADA system. − DC injection shall be limited to 0.5% of the rated current of Plant. − Total harmonic distortion limits on AC side should be less than 3%. Power Conditioners/ − Operational frequency: 50 Hz with a tolerance of +/-3Hz. Inverters - Minimum Technical Specification − Operational voltage variation: +/- 10%. − Inverters shall be capable of operating at varying power factor between 0.9 lag to 0.9 lead and shall be able to inject or absorb reactive power. − Inverters shall be suitable for power curtailment as per the Indian Grid requirements. − Inverters shall be suitable for provision of LVRT as per CEA technical standards (CEA resolution on Petition No. 420/MP/2014 Dt. 05.01.2016). Power Conditioners/ − The Inverters/ PCUs installed in the solar power plant must have a warranty for 5 years Inverters - Warranty Solar PV module mounting system can expected to be either fixed tilt structures or trackers; irrespective of the same, the following minimum standards are required to be complied IS 800: 2007: Code of Practice for General Construction in Steel. IS 801: Code of Practice for Cold formed light gauged Steel. IS 875: Parts I-V Code of Practice for design loads. IS 808: Hot rolled steel beams, channels and angle sections. IS 1730: Dimensions for steel plates, sheets and strips for structural and General Engineering Purpose. IS 816: Code of practice for use of metal arc welding for general construction in mild steel. IS 822: Code of procedure for inspection of welds. Solar PV Module IS 2062: Specification of Steel for General Structural Purposes. Mounting System IS 2629: Recommended Practice for Hot-Dip Galvanizing of Iron and Steel. IS 4777: Performance Tests for Protective Schemes used in the protection of light gauge steel against corrosion. IS 9172: Recommended Design Practice for Corrosion Protection of Steel Structures. ISO 9223: Corrosion of Metals and Alloys – Corrosivity of atmospheres – Classification. ISO 9224: Corrosion of Metals and Alloys – Corrosivity of atmospheres – Guiding values for the corrosivity categories. In addition to these following aspects shall be applicable for trackers − The trackers proposed for the plants designed to withstand minimum life of 25 years. Trackers provided should have undergone aging tests on key components like bearings and actuators. − IEC 62817: Design qualification of Solar Trackers. − IEC 62727: PV Systems -Specification for Solar Trackers. RUMSL Technical Specifications

Component Technical Specification Other subsystems/components used in the SPV power plants (Cables, Connectors, Junction Boxes, Surge Protection Devices, etc.) must also conform to the relevant international/ national Standards for Electrical Safety besides that for Quality required for Other Sub-systems/ ensuring Expected Service Life and Weather Resistance. (IEC Standard for DC cables for PV systems is under development. It is Components recommended that in the interim, the Cables of 600-1800 Volts DC for outdoor installations should comply with the EN50618 for service life expectancy of 25 years). The PV modules/Power Conditioners deployed in the power plants must have valid test certificates for their certification as per Accredited above specified IEC / UL/ BIS standards by ILAC accredited laboratories or one of the NABL Accredited Certification Centers in Certification bodies India. PV Plants shall be equipped with measuring and recording following minimum parameters, these will be required to be submitted to RUMSL/ MNRE on line and/ or through a report on regular basis every month for the entire duration of PPA: • Global Horizontal Irradiation • Irradiation on collector plane • Module temperature • Ambient temperature • DC input power to all the inverters • AC output power of all the inverters Performance Monitoring • Electrical parameters at outgoing feeders − The SPD shall maintain the list of Module IDs along with performance characteristic data for each module. This data shall be submitted to RUMSL/ MNRE. − The Project Developer/s will be required to grant remote access to RUMSL or any designated agency for monitoring above parameters. The access will be for 24x7 over the PPA tenure. − SPD shall provide access to RUMSL / MNRE or their authorized representatives for installing any additional monitoring equipment to facilitate on-line transfer of data. − In addition, the SPD shall also submit report comprising of monthly data and plant performance to RUMSL/ MNRE or any designated agency for the PPA tenure. − Solar PV plant should be provided with independent dynamic control system capable of responding to grid requirements of active and reactive power, referring to parameters at the utility meter at the PGCIL substation PV Plant Control − Referring to notification of Ministry of Power (Central Electricity Authority) (Reference No. 12/X/STD(CONN)/GM/CEA), System In case the grid has limited power requirement or no power requirement to be fed in, the plant SCADA system should control the generated active power using the defined set points for achieving a smooth power feed from all the inverters without interruption. RUMSL Towards cleaner and greener future….

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