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Clarification to Rfp/PV10/RREC/6 and RfP/Thermal50/RREC/7 for selection of Solar Power Producers for setting up of 5/10 MW Solar PV and 50 MW Solar

Thermal total capacity of 100 MW in each category.


Sr. No Query For 1 Solar PV/Thermal Existing Clause 1.5 & 3.8.2 Existing Provisions Tariff:-PPA will be signed between Procurer and Successful Bidder(s). The procurer shall pay to the seller (s) the final (L1 Quoted) Tariff. Clause 3.8.2.1 (b) Clarification Sought Replies

1.Because all the Projects are co-located they need not In such situation matter shall be decided by State Level necessarily support the same tariff. This would mean that Screeing Committee (SLSC). everyone has to go for the cheapest technology and not necessarily the best technology of their choice. 2.Secondly L-1 based bidding might mean that everyone is conservative as they would probably get the opportunity to match L-1 anyway or conversely one bidder may quote very aggressive price, leading others to reject and waste the bidding process and time (like Round-1 of OREDA bidding). RfP defines 'Contracted Capacity' in terms of AC power. Further, Clause 3.2 also puts a restriction in terms of DC Power a. Why there is a restriction on DC capacity as ProcurerShould be unaffected from the same? B. How will the AC capacity be measured? (i) For 5 MW capacity- Minimum 5 MW DC Arrays Capacity and maximum 5.5 MW DC Arrays Capacity. (ii) For 10 MW capacity-Minimum 10 MW DC Arrays Capacity and maximum 11MW DC Arrays Capacity. (iii) The capacity 5 MW AC or 10 MW AC appearing any where be read as AC Capacity corresponding to 5-5.5 MW DC Arrays Capacity and 10-11 MW DC Arrays Capacity

Solar PV

3.2, Format 6.1 and definition in PPA of Contracted Capacity

Capacity of each project

Solar PV/Thermal

3.10 & 3.14

Method of Submission - The response to RfP/PV10/RREC/6 is to be submitted in a sealed cover/ envelope (4 nos) in the following manner This Envelop should be address to: To The Chairman and Managing Director Rajasthan Renewable Energy Corporation Ltd. E-166, Yudhisthir Marg, C-Scheme, Jaipur (Raj.)302001

Please clarify whether we are required to submit all the sealed cover/ envelope (4 nos) to RREC or only Envelope 1 must be submitted physically and Envelope 2 and 3 electronically. Please clarify if the Bid Bond in form of BG should be submitted physically in the office of Chairman & Managing Director, RREC, Jaipur. If so, please clarify if should be part of which cover.

(i) Yes, Bids are to be submitted in electronically and also in physically form as detailed in RfP cluase 3.10 & 3.14. Envelope 4 will contain envelope 1, 2 & 3 as detailed at clause 3.14(iv). (ii) Bid Bond BG to be submitted Physically in the office of RREC. This should be in Envelope 3. (iii) The scanned copy is to be submitted electronically in Cover 3.

Solar PV

3.19

Bank Guarantees

Total performance Bank Guarantee is the sum of EMD (valid for 210 days from Bid), Bid Bond(valid for 210 days from Bid) and performance guarantee(valid for 15 months after PPA) but their validity is of different days

EMD and Bid Bond (BGs) having vaildity of 210 days are corresponding to vaidity of Bids (180 days + 30 days), whereas PBG corresponding to completion of project (12 months + 3 months)

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Solar PV/Thermal

Other provisions

The voltage of supply is 33kV or 132kV, which is not specific. As land plan is already available , it can be specified as one circuit of 33 kV for each 5 MW PV plant and 132 kV for CSP (thermal). 33 kV double circuit ring main(s) with sectionalisers / RMU can be drawn from Bhadla to provide interconnection to solar PV plants. Although from this clause it is implied that power plant is to be installed at Bhadla. However this may be made specifically clear whether power plant has to be installed at Bhadla or can be installed at any other place in Rajasthan

(i) All the power palnts selected through the bidding process will be loacted at Bhadla Solar Park, Phalodi Jodhpur. (ii) For PV Power Plants the evacaution lines will be on 33kV level and (iii) For Solar Thermal Plants the evacuation line will be on 132kV level.

Solar PV/Thermal

3.24

Time schedule for Solar PV/Thermal project

The above clause furnishes a tentative timeline that will As requested time period of signing of PPA extended up to be followed for selection of solar PV/Thermal projects. 21.3.2013. As such the time period as appearing under According to this clause, the letter of intent is expected to Clause 3.24 Sr. 10 be read as 21.3.2013. be issued to selected developers on 11th March 2013 and the PPA Signing including submission of Bid Bond of difference amount , if any, corresponding to L 1 Price is scheduled to be completed within just four days, i.e. by 15th March 2013 thus giving the selected bidders a very short span of time for various internal discussions/approvals etc. and to make the necessary finacial documentations. We request you to consider the plight of such selected developers and kindly provide some extra time for the above said process,at least 10 days. We have already registered with RREC, but this is against Yes, subject to registration of the capacity as provided in our land in Kolayat Tehsil of Bikaner Dist. Will the same cluase 3.3 of RfP. registration be applicable for this bidding process? For Solar Thermal the project capacity may be increased to 100MW and for Solar PV to 50MW The allotment of projects should be on total discount offered by bidders. L2, L3Ln bidders should not be asked to match L1 tariff. Bidders shall quote the discount on tariff i.e. on Rs 10.12 per kWh for solar PV and Rs 11.95 per kWh for Solar Thermal as declared by RERC after considering Normal Rate of Depreciation Not agreed.

Solar PV/Thermal

3.3

Obtaining RfP document, Processing Fees and Registration with RREC.

Solar PV/Thermal Solar PV/Thermal

3.5

Number of Response to RfP by a Company

3.8

Short-listing of Projects-

Slection process of project developer shall be as per provisions of RfP.

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3.8

Short listing of Projects

Slection process of project developer shall be as per provisions of RfP.

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Solar PV/Thermal

3.9

Power Purchase Agreement

1. We dont understand the rationale behind RREC Provisions of RfP Document shall apply. verifying the documents submitted at the time of RfS, since short listing of bidders at RfS stage is to be done only after proper verification of documents submitted w.r.t stipulated qualification criteria. 2.Secondly all documents like Net-worth certificate, board resolution and affidavits/undertakings are submitted in Originals at the time of RfS. So what is the purpose of rechecking those documents again? 3.Is the bidder required to submit a fresh net-worth certificate at this stage again? 4.Please clarify whether audited balance sheet is required or not rather than keeping it as an option at RRECs disposal. This clarity is required because balance sheets are not prepared and audited at the end of every month. In case it is required diligent planning would be needed to get the accounts audited in a specific time frame at this stage. Whether any Bidder shall be allowed to develop Solar Project outside Solar Park (i) Regarding shared infrastructure in solar park, will the O&M charges of Rs. 30,000/- per hectare payable to RISL be fixed over the entire 30 year lease period or will there be any annual escalation of O&M costs? (iv) In reference to land development charges of Rs. 6.0 lacs/hectare payable to RISL, RREC/RISL is requested to provide information on utilisation of these funds. Furthermore, would RISL be providing the levelled plots to the selected bidders, or would land levelling/compacting etc. be in developer's scope. All the projects slected through this bidding process are to be developed in Bhadla Solar Park. (i) The SPP shall pay one time development charges @ Rs. 6 lac/hect plus taxes as applicable to the Rajasthan Solarpark Development Company Ltd. (ii) O&M charges shall be Rs. 30000/hect plus applicable taxes for first year i.e. FY 2013-14. Thereafter these chagres will be increased cumulatively @10% per year.

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Solar PV/Thermal Solar PV/Thermal

5.2

Land

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5.2

Land

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5.7

Water for Power Generation

Please specify in case of no allotmet of water from IGNP Borewell can be put in place atfer obtaing the approval from can we go for borewells to maintain our plant and during concerned authority. construction period. Whether the Department GoR will provide any letter or supply of required quantity of water from IGNP for Solar Thermal Plant after LoI issued to the Successive Bidder Allocation of water from IGNP shall be made available to solar thermal power palnt developers..

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Solar Thermal 5.7

Water for Power Generation

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5.9

Bank Guarantee for Evacuation System

(i) Please specify what is the amount of BG required to be (i) Bank Guarantee: Rs. 30 lac per project for PV project submitted to RVPN/Discom. and Rs. 75 lac per project for Solar Thermal project. (ii) While developers have to submit BG for transmission (ii) Article 11 "Force Majeure"of PPA shall apply. line to use the system plus a penalty of 12% p.a. for any delay. Kindly let us know what are the consequential provisions in case of delays in evacuation system? Will the DISCOM compensate the developers for loss of profit/ revenue?

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Format 6.11

Declaration for the Proposed Technology

Can the proposed PV technology mentioned in the response by the bidder be changed to any other technology which is also meeting all qualifying criteria after PPA?

Yes. However, the project is to be developed within the allotted land.

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Solar PV

1.1 & 1.2

The State will support setting up of 100MW (under phase -1) Solar Photovoltaic (PV) power plants for direct sale of power to Discoms of Rajasthan as per clause 5.1.5 of policy.

As per Clause 5.1.5 of Rajasthan Solar Policy, the power Bidding process is being condcuted as detalied out in sale must be made directly to Discom.However in this Section 1 of RfP. case, the Power is being procured by RRECL (Procurer) which is not a Discom. Through RRECL is signing a back to back PSA with Discom, this is not a direct sale of Section 1 Clause 1.2, Rajasthan Renewable Energy power to Discom.Please clarify is this is allowed as per Corporation Limited hereinafter referred to as Rajasthan Solar Policy. Procurer, will directly purchase power generated from these selected 100 MW Solar PV Projects.

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Solar PV/Termal

1.6.1

Processing Fees on Rs. 10,000.00/MW to RREC and Rs. 1000.00 to RISL.

Indicate, if any tax like Service Tax is applicable on this fees if so, how much?

(i) The service tax on Rs. 10000.00/MW to RREC is payable as applicable. Present rate is 12.36%. (ii) No service tax is payable on Rs. 1000.00 payable to RISL.

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1.6.1

Issue & Submission of RfP and Selection of bidders As per this clause, the response of the above RfP has been RISL menas RajCOMP Info Service Ltd.. This is wholly invited through e-tender system for selection of bidders. owned Government Company. For details you may visit As much as we welcome this technically advanced website: eproc.rajasthan.gov.in. method adopted by the State, we would really appreciate if clarification is provided on the safety measures attachad to this software to ensure the desired confidentiality of a bid. Also, the above clause mentions that a nonrefundable processing fee of Rs. 1,000/- will be charged in favour of Managing Director, RISL, which seems to be a new organozation formed for some special purpose about which we have not heard before. It would be appreciable if the full form of RISL and its main functions be elaborated Qualification requirements Emami Cement Ltd. under Emami Group is registered A Company may transfer its regisration in the name of with RRECL for a capacity of 50MW vide registration bidding company before bidding process, if bidding No. S-200-2004 under Solar Energy Policy, 2004. Group company is a subsidiary of Company registered with RREC. has formed a separate company namely Emami Power Limited to deal with the power business. It is therefore proposed to participate in the tender in the name of Emami Power Ltd. using same registration. Acceptability of the same without further regitration may kindly be confirmed. For registration process you amy contact to RISL, Yojana Bhawan, Tilak Marg, C-Scheme Jaipur.

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3.6

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1.6.2

Time Schedule Note No. 10. Is there any registration fee for registration with Bidders who wish to participate in this RfP enquiry http://eprocrajasthan.gov.in Details of the procedure for will have to register on http://eprocrajasthan.gov.in registration may be intimated

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1.6.2 Note 11 Bidder shall submit their offer online in electronic formats both for non-financial and financial proposals. However, cost of RfP, processing fee of RREC and RISL and EMD in the form of BG in the office of Chairman & Managing Director, RREC, Jaipur should be submitted physically. 1.6.2, Time Schedule Last date & time of submission of electronic bid : Up to 11.01.2013 (11:00 A.M)

Please clarify if the Bid Bond in form of BG should be submitted physically in the office of Chairman & Managing Director, RREC, Jaipur. If so, please clarify if should be part of which cover.

Yes, Bids are to be submitted in electronically and also in physically form as detailed in RfP cluase 3.10 & 3.14. Envelope 4 will contain envelope 1, 2 & 3 as detailed at clause 3.14(iv).

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The last date & time of submission of bids is mentioned as 11.01.13 at 11.00 a.m. Can the bids be submitted few days prior to this date? Are we required to submit the electronic bid and the physical bid on the same day?

The last date & time of submission of electronic bid is up to 1.00 PM in place of 11.00 AM on 11.1.2013 as appearing in clause 1.6.2 (iii).

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10.3.4 (a) of PPA 6.3.4 (a) of PSA 10.3.4(b) of PPA

Rebate on early payment

........

"One business day" appearing in Clause 10.3.4 (a) is replaced by Three working day"". "One business day" appearing in Clause 6.3.4 (a) is replaced by Three working day"". As per PPA.

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Rebate on early payment

.........

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For payment of Bill subsequently but up to the Due For payment of Bill subsequently but up to the allowed Date, a rebate of 1% shall be allowed for the for the payments made in full. payments made in full

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10.4 (PPA)

Payment Security Mechanism

Please provide us with the standard formats of Escrow PPA and other project documents will be signed same day. agreement and Agreement to Hypothecate cum Deed of Hypothecation. Will this agreement be signed before signing PPA, since the effective date is the date of signing PPA? Please clarify.

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10.4 (PPA)

Payment Security Mechanism

Kindly let us know how RREC would be financially backing the PPA in case of any default by the DlSCOMs under PSA. In such a scenario, the Escrow would effectively be useless.

Adequate payment security mechanism has been provided in RfP Documents.

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10.4 (PPA)

Payment Security Mechanism

Under the PSA, a Letter of Credit of 6 months billing have Letter of Credit under PPA and PSA shall be avaialble for been sought. Similar arrangement should be made one month billing. available to the developers under PPA.

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16.3 of PPA & 12.3 of PSA

Dispute Resolution through Arbitration

In view of purchase of power under PPA and sale under PSA, RREC will be effecting trading of power. As such it will have to obtain trading license from RERC. Any dispute between RREC and Solar power producer will then be dispute between licensee and generating company. Similarly any dispute between RREC and discoms will be dispute between licensees. All such disputes , irrespective of whether tariff related or not, are to be adjudicated by RERC or referred by it to arbitration.The clauses 16.3.2 of PPA (page 116-117) will be required to be deleted and in clause 16.3.1 of PPA words dispute (i)..such dispute may be replaced by dispute or differences arise in respect of this PPA, such disputes or differences . Similar changes will be required in clause 12.3.1 and 12.3.2 of PSA (page 141-142)

(i) The sub-clause 16.3.1.1 of Clause 16.3.1"Dispute Resolution by the Appropriate Commission" of PPA is replaced as under: "16.3.1.1 Where any dispute or differences arises in respect of this PPA, such dispute or difference shall be referred to the apropriate Commission by the Parites for adjudication. Appeal against the decesion of the appropriate Commision shall be made only as per the provisions of the Electricity Act 2003. (ii) Clause 16.3.2 Dispute Resolution through Arbitration" of PPA is deleted. (iii) The sub-clause 12.3.1"Dispute Resolution by the Appropriate Commission" of Clause 12.3 Dispute Resolution"" of PSA is replaced as under: Clause 12.3.1: Where any dispute or differences arises in respect of this PSA, such dispute or difference shall be referred to the appropriate Commission by the Parites for adjudication. Appeal against the decesion of the appropriate Commision shall be made only as per the provisions of the Electricity Act 2003, as amended from time to time (iv) Clause 12.3.2 "Dispute Resolution through Arbitration""of PSA is deleted.

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12.2.1 PPA

Change in Law

Will Anti-dumping duty imposed by the Central Givernment be covered under Change in Law. This clause may be deleted. All clearances, consents & permits related to the land shall have to be arranged by RREC. This should be specifically mentioned under this clause.

Imposition of Anti-dumping duties shall not be covered under Change in Law. As per RfP Document. As per RfP Document.

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3.1 PPA

Satisfaction of conditions subsequent by the SPP /Seller

3.1.1 d (PPA) The SPP/Seller shall have obtained all Consents, Clearances and Permits required --------------------shall have been transferred in the name of such Project Company. 3.1.1c Required land for project development @ 2.5/3.5 Hectares/MW (minimum) is under clear possession ------------------other than English and Hindi Languages.

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The Solar Park is being developed by RREC. Hence, As per RfP Document. RREC shall arrange for all necessary documents related to the Solar Park land & hand it over to the selected bidder. This clause is to be deleted under conditions subsequent.

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3.20.2

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3.20.4

No change in the percentage of controlling shareholding of the Bidding Company or Lead Member in a Bidding Consortium developing the Project shall be permitted from the date of response to RfP till the execution of the PPA Bidding Company the Project

Does this mean that if the controlling shareholding of a member was 60% then it would remain at 60% till the PPA is signed? If there is no shareholder with more than 50% voting rights then what is the implication in this case? 1. Bidding Company forming a project company shall not change the shareholding pattern for first 3 years after COD

1. No change in the shareholding pattern shall be permitted from the RfP stage upto PPA. Moreover the controlling shareholding, as informed at the RfP stage, shall also not change upto 1 year after COD of the Project. 2. In case of bidding consortium, it has been clearly specified in the RfP that the Lead member has to have more than 50% in the bidding consortium and this cannot be changed till 1 year of the COD.

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3.20.4

Bidding Company, forming a project company with Which is the company being referred to when it is no change in Shareholding shall be permitted from mentioned no change in shareholding. Please rephrase the RfP stage upto PPA, but the controlling this clause to clarify it further shareholding as informed at the stage of RfP shall not change upto one year after COD of the Project

There should be no change in the shareholding pattern in the Bidding or the Project company uptill the stage of PPA from RfP stage. Moreover in case of any change in the shareholding of the other shareholder (other than the controlling shareholder including the lead member) after signing of PPA, the arrangement should not change the status of the controlling shareholder and the lead member in the project company at least upto 1 year after the COD of the project.

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3.21.1

Financial Closure or Project Financing Scheme.

Can you please elaborate the requirements for domestic content? As per clause 1.4.1 of RFP document the bidder is free to choose any PV Technology which is manufactured in India or Imported Nowhere is domestic content requirement mentioned anywhere 1. Is there Domestic Content Requirement 2. Is there any restriction on Imports

The requirement of domestic contents as appearing in 3.21.1 is not required.

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3.21.1

Financial Closure or Project Financing Scheme.

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3.21.1

Financial Closure or Project Financing Scheme.

In 3.21.1 ownership of land is required within 180 days of The days 150 appearing in Format 6.7 be read as 180 days. PPA while Format 6.7 mentions 150 days from the date of signing of PPA We assume that there is a typographic mistake where the RfP states about domestic content requirement The requirement of domestic contents as appearing in 3.21.1 is not required.

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3.21.1

Financial Closure or Project Financing Scheme.

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3.21.1

Certificate by the concerned and competent revenue/registration authority for the acquisition / ownership / vesting of the land in the name of the Project Developer

As the land is being allocated by Rajasthan Govt in the Bhadla Solar Park, this is not required in our view and may be removed.

As per RfP

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3.22.1

Commissioning

If Part commissioning is met (>=40%) would liquidated damages still need to be paid? If yes would liquidated damages be payable on non-commissioned capacity(i.e. Total PBG*proportion of un-commissioned capacity) or the whole capacity The Project shall be commissioned within 12 months in case of solar PV and 34 months in case of solar Thermal from date of signing of PPA Suppose 50% of project is commissioned at agreed tariff of 7.5 and RREC tariff has changed from 8.42 to 8 what would be the overall tariff? Would it be 0.5*7.5+0.5*8? Please clarify the clause for partial commissioning. If project is partially commissioned, would penalties for delays and not meeting commitment to supply as per PPA apply? Is there a time limit to the developer to fully commission the project from the date of partial commissioning

For part commisioning the liquided dameges would be levied for the capacity which is commisioned beyond scheduled COD.

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Solar PV/Thermal Solar PV

3.22.1

Commissioning

Commisioning schedule will be as per RfP.

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3.22.2

Commissioning

Tarriff shall be as per clause 3.22.2.

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3.22.3

Part Commissioning

For part commisioning & other queries, detailes have been elebrated under clause 3.22 RfP. Balance uncommisioned capacity can be commisioned subject to clause 3.22.1(ii) & 3.22.2.

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If bidder is a holding company, already registered with RREC, then can it assign the PPA to a Project SPV at a later stage, which is yet to be registered with RREC?

No. Assignment of project is not permitted under the Rajasthan Solar Energy Policy 2011.

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3.6 A

Financial Criteria

Is Board resolution along with unqualified opinion of the legal counsel needed only for the foreign company? Would Format 6.4 point 3 suffice in case a parent companys financial strength is being used to meet financial qualification criteria? In case, any Company is selected for developing Solar PV/Solar Thermal Project, the company will have to meet the total Net Worth requirement by infusing the same in the Project Company and submit the required proof like bank statements and CA certificate for the same before entering into PPA. 1.The time between issuance of LOI and signing of PPA is 4 days only. This is very short timeline for infusion of networth in a newly incorporated SPV if it has been selected on the credentials of its parent/affiliate. We suggest RRECL, to give atleast one (1) month time period between issuance of LOI and signing of PPA, so that the process of networth infusion can be done properly. 2.Is there a need to prove the net-worth of Project Company before signing PPA in case of using parent/affiliates capabilities or in case the bidding company decides to form SPV before signing PPA? Please clarify. 3.Can the selected company submit the proof of networth based on its Parent Company/Affiliate Companys financial credentials at this stage? 4.Does all companies need to infuse 3 Crores/MW net-

Yes an unqualified opinion of the legal counsel is needed only for a foreign company.

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3.6 A

Financial Criteria (vi)

1. The time has been extended to 21.3.2013. 2 & 3. The networth of the Project company has to be proved again. 4. If sole bidder, then Yes. But if it is a consortium, then in the proportion of participation. 5. Time has been extended upto 21.3.2013.

suggest RRECL, to give atleast one (1) month time period between issuance of LOI and signing of PPA, so that the process of networth infusion can be done properly. 2.Is there a need to prove the net-worth of Project Company before signing PPA in case of using parent/affiliates capabilities or in case the bidding company decides to form SPV before signing PPA? Please clarify. 3.Can the selected company submit the proof of networth based on its Parent Company/Affiliate Companys financial credentials at this stage? 4.Does all companies need to infuse 3 Crores/MW networth before signing PPA or only those who relied on parents for qualification? 5.If all companies have to infuse net-worth (3 Cr/MW) irrespective of their current net worth, then how will it be possible to do the same in 4 days time and also produce a audited balance sheet for verification by RREC?

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3.6 -A (vi)

Financial Criteria

RfP allows a financial closure timeline of 180 days. As per RfP document. However, it also states that in case of new companies Net Worth criteria has to be met by infusing the capital into the company even before signing of PPA

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3.6 A:(vi)

Financial Criteria

The condition may be deleted for a company qualifying based on the financial capability of parent company.

No change. As per RfP Document

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1.4 & 3.6 B

Technical Criteria

Please clarify what should be the period of successful operation of the proposed technology.

The Bidder shall deploy commercially established technology wherein there is at least one project successfully operational of the proposed technology of 1 MW, anywhere in the world for atleast one year. Quilifying criteria shall be as per RfP.

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3.6 B

Technical Criteria

The Technical criterion suggested is insufficient. Selection of developers for such nascent sector cannot solely rely on financial criteria (3 Cr/MW) and undertaking to comply with technical specifications at a later date. This is the reason why many Solar PV developers selected under JNNSM scheme are struggling to achieve financial closure as lenders do not believe in their execution capabilities, as some of them have never developed any industrial projects/ infrastructure. Even in conventional thermal/gas power sector where the technologies are matured and well established, Project development experience @ 0.75 Cr/MW is mandated for selection through competitive bidding. We suggest that a Project development experience of at least Rs. 5 Cr/MW should be incorporated to weed out non-capable players.

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3.6(iv)

Limited Liability Partnership (LLP) is not eligible for participation

In case the main Parent of the Bidding company is an LLP Please refer clause 3.6(iv) of RfP which does not qualify for & the bidding company itself is registered as a limited limited liability partnership. company under company's Act 1956,then shall it be eligible or participation. How ever the ultimate parent of the bidding company is also a Limited Company registered under Company's Act 1956. Net worth shall be drawn from the LPP. As per RfP Document.

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3.8.2

From the ascending order list of bidders prepared We submit that the PPA should be signed at respective as indicated at (a), list of bidders for 100 MW tariff offered by bidders. i.e. L1 signs PPA at L1 Price ; capacity will be prepared as L1, L2, L3..Ln L2 signs PPA at L2 Price. (Ln is the position of that bidder in ascending order list where cumulative quoted capacity of L1 to Ln bidder becomes 100 MW). L1 tariff will be offered to L2, L3 and L4 and Ln bidders for giving their consent to match their tariff with L1 quoted tariff and submit revised bid bond as per L1 tariff.

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3.8.2

Selection of Projects based on Discount in Bench Mark Tariff.

Can a successful bidder lease the project to another party Transferring of Project is not permitted in any form. under a capital lease arrangement, wherein the lessor (i.e. the successful bidder) abides by RFP's all applicable controlling shareholding conditions, while the lessee (to whom the project is leased) claims the accelerated depreciation benefit; as per the norms allowed under Indian income tax laws governing the capital lease arrangement? For example, such an arrangement is common in the purchase of aircraft by an airline company from a leasing company, whereby the aircraft is owned by the leasing company, but the airline company claims the right to use the aircraft and benefits of ownership (such as depreciation benefits) under a capital lease arrangement. Would RREC have any objection to the above-described standard capital lease arrangement, as long as after the execution of PPA, the percentage controlling of shareholding of the Controlling shareholder in the Company developing the Project shall be maintained for a period of (1) one year after commencement of supply of power?

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3.8.2

Selection of Projects based on discount in Bench Mark Tarif

The above clause sets the Benchmark Tariff for Bidding Selection of project shall be as per RfP. Once any bidder as Rs. 8.42 per kWH considering accelerated rate of has accepted L-1 Tariff & signed the PPA, all terms and depreciation for Solar PV Projects and bidders are condition of PPA shall be applicable to that bidder. required to offer discount on this Benchmark Tariff. The clause further states that the lowest bid received shall be offered to all other bidders till the maximum capacity of 100 MW is reached. We request to kindly elaborate the measures that would ne taken to protect the interest of other selected developers (i.e. L2,L3.......Ln) in case the lowest bidder (L1) withdraws its project in between. Further it is noted that the benchmark tariff of Rs. 8.42 is derived assuming that every participating bidder would be eligible to avail the benefit of accelerated rate of depreciation. It is apprehended that this might prevent in providing a level playing field, especially to the new companies or the companies not earning enough revenue that is substantially taxed During the Selection Process highest discount will be Time frame for selection of bidders shall be as per clause offered to other shortlisted bidder and the bidder needs to 3.24 of RfP. give constent if they want to match the highest discount What will be the time frame within which the other shortlisted bidders need to give the confirmation of matching the L1 quoted tariff

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Solar PV/Thermal

3.8.2(b)

L1 tariff will be offered to L2, L3 and Ln bidders for giving their consent to match their tariff with L1 quoted tariff and submit revised bid bond as per L1 tariff

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Solar PV

3.8.3

NA

Please illustrate the bid bond calculation for the following One sample illustration is available under clause 3.8.3. tariff bids: 8.42 7.45 7.157 7.07 One can submit Audited balance sheet with interim financial statements duly certified by the Auditor.

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Solar PV/Thermal

3.9

Procurer at this stage may also ask the bidders to Please note that interim audited balance sheet cannot be furnish the audited balance sheet of the previous submitted as audit is done once in a financial year at the month end along-with complete Bank statement time of annual financial audit. starting from day 1 of submission of RfP till date along with a copy of the documents submitted with ROC which become due during this period.

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Solar PV

4.4

Right to Contracted Capacity & Energy

..........

The existing sub-clause Clause 4.4.1 is replaced as under: "In any Contract Year, SPP to generate minimum energy corresponding to a CUF of 12%. The non-compliance shall make SPP liable to pay the compensation to RREC. The amount of compensation shall be computed at the rate equal to the compensation payable by the Discoms towards non meeting of RPOs, (imposed by RERC for non meeting of RPOs).

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Solar Thermal 4.4

Right to Contracted Capacity & Energy

The existing sub-clause Clause 4.4.1 is replaced as under: "In any Contract Year, SPP to generate minimum energy corresponding to a CUF of 16%. The non-compliance shall make SPP liable to pay the compensation to RREC. The amount of compensation shall be computed at the rate equal to the compensation payable by the Discoms towards non meeting of RPOs, (imposed by RERC for non meeting of RPOs).

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Solar PV/Thermal

4.4.2

Free to sell such powe to any third party prior to COD

Can't we sell the power to RREC if able to achieve COD before SCOD, starting the date of PPA on that day itself

Yes, but the term of PPA shall be 25 years from the actual COD.

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Solar PV/Thermal

4.5.2 PPA

Extensions of Time

This clause seems to be continuation of Clause 4.5.1.

The existing clause 4.5.1, 4.5.2 and 4.5.3 be read as under: "4.5.1 In the event that the SPP is prevented from performing its obligations under Article 4.1 by the Scheduled Commissioning Date due to: a) any STU/Discom(s)/Procurer Event of Default; or b) Force Majeure Events affecting STU/Discom (s)/Procurer, or c) Force Majeure Events affecting the SPP, the Scheduled Commissioning Date and the Expiry Date shall be deferred, subject to the limit prescribed in Article 4.5.2, for a reasonable period but not less than day for day basis, to permit the SPP or STU/Discom(s)/Procurer through the use of due diligence, to overcome the effects of the Force Majeure Events affecting the SPP or Procurer, or till such time such Event of Default is rectified by STU/Discom(s)/Procurer. 4.5.2 Subject to article 4.5.6, in case of extension occurring due to reasons specified in Article 4.5.1(a), any of the dates specified therein can be extended by RREC/State Level Screening Committee, subject to the condition laid down in RfP clause 4.5.3. 4.5.3 In case of extension due to reasons specified in Article 4.5.1(b) and (c), and if such Force Majeure Event continues even after a maximum period as per article 4.5.2 any of the Parties may choose to terminate the Agreement as per the provisions of Article 13.5.

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Solar PV

4.5.6

Extention of SCOD will be limited up to 31.3.2014 In case of Force Majeure it should be evaluated and even in case of Force Majeure should even be extended beyond the defined timeline along with tariff protection

As per provision of PPA.

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Solar PV/Thermal

4.7.1 PPA

Prior to synchronization of the Power Project, the SPP shall be required to get the Project certified for the requisite acceptance/performance test as may be laid down by an agency identified by the RREC to carry out testing and certification for the solar power projects

For solar photo voltaic power plants clause 4.7.1 of PPA (page 97 ) is not appropriate. Solar power inverters are designed for self synchronization with Grid utilizing Grid supply as input. Thus without grid synchronization power plant cannot operate and acceptance / performance tests cannot be carried out. Acceptance / performance tests of power generation can not be performed on solar thermal power plant also without synchronization. It will therefore be appropriate to delete the words prior to synchronization of the power projects in clause 4.7.1 and add at the end that no payment will be due for any energy injection during the tests and prior to the certification of acceptance / performance tests

The clause 4.7.1 of PPA may be read as under: Clause 4.7.1 -"The SPP shall be required to get the Project certified for the requisite acceptance/performance test as may be laid down by an agency identified by the RREC to carry out testing and certification for the solar power projects".

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Solar PV/Thermal

4.8.3 PPA

Third Party Verification

The clause 4.8.3 needs to be modified and instead of 3 months during a contract year it should be 12 months. Technically clause 4.8.3, may be appropriate for a fossil fuel fired project, but is completely inappropriate for a solar project, in view of the seasonal variations which are inevitable.

The period appearing in clause 4.8.3 (PPA) may be read as 12 months in place of 3 months.

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Solar PV/Thermal

5.2.1

Solar Park is being developed by the Rajasthan Solarpark Development Company Limited, (a subsidiary of RREC) at village Bhadla, Tehsil Phalodi, District Jodhpur. It is proposed to recommend the required land to the selected Solar Power Producer in Bhadla Solar Park. The plots of the size of 50 MW Solar Thermal capacity is being developed. The power produced from these selected solar power plants will be fed to 400/220/132/33kV GSS (Bhadla GSS) being developed by RVPN. Therefore, in this RfP document land has been proposed within Solar Park and connectivity shall be provided at Bhadla GSS. Following procedure for allotment of land shall be adopted:

Please specify the solar radiation (GHI, DNI, Diffuse) and Data is being provided by RREC on its website. climatological parameters (temperature etc.) at proposed site. Developers were not provided an opportunity to measure data at proposed site.

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Solar PV/Thermal

Please confirm whether RREC has taken trading license RREC is in process for obtaining trading licence from from RERC/CERC for procuring power from SPPs and Rajasthan Electricity Regulatary Commission. selling it to discoms of Rajasthan. As per Electricity Act 2003 selling/buying of power can be done by either a generator or a discom or a trader. Being a nodal agency for promotion of RE projects RREC is neither a generator nor a discom nor a trader. Hence RREC must have trading license for buying and selling of solar power through this bidding process.

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5.2.1 & 5.11.2 Land and approval of STU for connectivity with Grid.

Clause 5.2.1 states that solar projects will be developed in (i) All the projects selected through this bidding process the solar park being developed by Rajasthan Solar park are to be developed in the Bhadla Solar Park. Development Company Limited. At the same time clause (ii) At clause 5.11.2 of RfP, fourth line i.e. "This will be 5.11.2 has given the flexibility of changing the land also required in all cases where land location is changed." is location. These two clauses are conflicting. Pl clarify. deleted.

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Solar PV/Thermal

5.1.2 ( PSA)

The Applicable Tariff for Solar Power shall be as per the provisions of PPA.

Trading margin for trading licensee is to be determined by Under clause 5.1.2 of the PSA following is added at the end RERC under sec. 86 (j) of the Electricity Act 2003 and of the fourth line ""Trading margin shall not exceed as the Rajasthan Electricity Regulatory Commission specified by RERC from time to time. (Licensing of Trading) Regulations, 2004 (vide Reg 28). As such it will be appropriate to add words but shall not exceed trading margin as specified by RERC from time to time after SLSC in clause 5.1.2 of PSA (page 131) Please specify the DLC rate for Bhadla area Available with the Revenue Deptt. However the present DLC rate for the land in Bhadla Solar Park area is in ranging between Rs 16, 000/- to 20, 000/- per Bigha . These development charges are Rs. 6.00 lakh per hectare plus applicable taxes, which are not refundable.

73

Solar PV/Thermal

5.2.2

Allotment of land shall be done by the Revenue Department @ 10% of DLC rate

74

Solar PV/Thermal

5.2.2 (ii)

The successful bidders have to deposit Rs 6 Lac/MW towards Development charges for Roads, Common infrastructure development etc to Rajasthan Solarpark Development Company Ltd

Is the deposit of Rs 6 Lac/MW towards Development charges for Roads, Common infrastructure development etc to Rajasthan Solarpark Development Company Ltd refundable? If so, when will this be refunded?

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Solar PV/Thermal Solar PV/Thermal

5.3.5

Metering System for Solar power Generation plant

Separate power connection for O&M office may be provided by Discom The solar power plant requires auxiliary power during generation and non generation time. , how much we should pay to govt ? Is it HT Tariff rate or PPA Tariff price

Connection can be provided as per the rules of the Discoms.

76

5.3.5

The solar power plant requires auxiliary power during generation and non generation time. Successful bidder should note that separate power connection for auxiliary power consumption shall not be provided by Discom. Solar Power Producers are required to make either provision of solar lighting system in their area / other auxiliary consumption of solar plant to meet out the requirement of illumination otherwise they can draw the power from the STU / Discom through their metering system. In this case net metering (export import reading of meters) will be applicable. In case power connection provided by the Discom for construction activity is not disconnected after commissioning of the plant then energy consumption would be reduced from the generation of the plant for energy accounting.

(i) The exixting clause 5.3.5 is replaced as under:: Clause 5.3.5 "The solar power plant requires auxiliary power during generation and non generation time. Separate power connection for auxiliary power consumption shall not be provided by Discom. Solar Power Producers may install solar PV system to meet lighting requirement / other auxiliary consumption of solar plant. They can draw the power from the STU / Discom through their metering system. In this case net metering (export import reading of meters) will be applicable".

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Solar PV/Thermal

Section 3 (Article 10 Billing and Payment)

10.2: Delivery and Contents of Monthly Bills

What will be the treatment of energy drawn from the Discoms.

The payment of energy produced by the solar power plants shall be made on the Net Metering basis. A new clause 10.2.3 in Format 6.14 ( PPA) is inserted as follows: (i) "10.2.3: (a) The solar power plant requires auxiliary power during generation and non generation time. Separate power connection for auxiliary power consumption shall not be provided by Discom. Solar Power Producers may install solar PV system to meet lighting requirement / other auxiliary consumption of solar plant. They can draw the power from the STU / Discom through the metering system. In this case net metering (export import reading of meters) will be applicable. (b) In case the energy imported by the SPP is more than the energy exported in the Billing Month , than SPP have to pay to Discom the energy charges calculated at the tariff as per PPA.

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Solar PV/Thermal

Article 6 "billing and Payment"

6.2: Delivery and Contents of Monthly Bills

What will be the treatment of energy drawn from the Discoms.

The payment of energy produced by the solar power plants shall be made on the Net Metering basis. A new clause 6.2.3 in Format 6.16 (PSA) is inserted as follows: (i)" 6.2.3: The solar power plant requires auxiliary power during generation and non generation time. Separate power connection for auxiliary power consumption shall not be provided by Discom. Solar Power Producers may install solar PV system to meet lighting requirement / other auxiliary consumption of solar plant. They can draw the power from the STU / Discom through the metering system. In this case net metering (export import reading of meters) will be applicable

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Solar PV/Thermal

9.1.2 PPA

The Selected Solar Power Producers will be required to submit a copy of the audited annual accounts along with tax audit report supplemented with calculation of Depreciation and a copy of Income Tax return for the first 05 years from Commercial Operation Date (COD) of the 1st Unit of the Solar Power Project Company Applicable Tariff

Clause 9.1.2 of PPA (page -100) will require interpretation every time the bill is received. It will be appropriate that tariff as per clause 9.1.2 is incorporated in PPA through separate supplementary agreement

Provision exist under article 17 of PPA & article 13 of PSA.

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Solar PV

9.1.3 (PPA)

Since the Benchmark tariff is chosen considering the benefit of Accelerated Depreciation, Clause 9.1.3 of PPA is redundant. If the bidder is quoting discount against tariff with AD, then it doesnt matter what depreciation method has he actually followed. If there is no consortium arrangement does formats for power of attorney (Format 6.2) need to be submitted? It can be Yes/Not applicable

The requirement of submission of copy of audited balance sheet is for information purposes.

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Solar PV/Thermal

Format 6.2

Power of Attorney

Not required in case there is no consortium and the bidder may write N.A.

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Annexure I

Technical Parameter of PV Module

Is Import of Solar Panels and films allowed?

Yes.

83

Article 9.1.3(PPA)

Applicable Tariff

In case bidder has to offer discount on RERC tariff of INR 8.42/kWh only, then why does bidder need to give the calculation of deprecation.

Only for information.

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Solar PV/Thermal Solar PV/Thermal

Clause 3.1 (c) Condition subsequents of PPA Clause 3.8.2.3 Selection of Projects based on.......

85

Since RREC is asisting in Land Acquisition Process then RREC shall assist in allotment of land from District there should be no penalty in case of delay of COD due to collector as early as possible. delay in land acquisition Can the developer put up additional plant capacity to use No the same as Merchant Solar Power Plant and avail the REC benefit on incremental capacity? Part commissioning is allowed Yes.

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Solar PV/Thermal Solar PV/Thermal

Clause 3.22.3 Part commissioning

87

Definition

Conflict of interest

A has a subsidiary B and X has a subsidiary Y. A and X have a company AX in which A holds 76% and X holds 24%. If B and Y bid separately would that be a conflict of interest? If A and X have a MOU would that be a conflict of interest also?

1. If there is no controlling / affiliate relationship between company A and company X, then B and Y can bid seperatly. But otherwise there would be a conflict of interest even if controlled indirectly. 2.If MOU is not about cross share holding or "control" and is only a MOU for technical arrangements, then no problem. Delivery point shall mean the interconnection point at the out going terminal at switch yard of SPP. Word appearing OR between Clause 3 and 4 in fomat 6.1 is deleted As per provision of RfP.

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Solar PV

Definitions

NA

Delivery Point and Interconnection Point not defined. Please define these two important items. There is an Or between Clause 3 and 4, required to be deleted. There is No OR between clause 5 and 6, required to be added.

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Solar PV/Thermal Solar PV/Thermal Solar PV/Thermal

Format 6.1, There is an Or between Clause 3 and 4 Clause 3 and 4 Format 6.1, There is No OR between clause 5 and 6 Clause 5 and 6 GENERAL Payment Security Mechanism

90

91

Payment Security Scheme similar to the one offered by As per RfP. Ministry of New & Renewable Energy (MNRE) for grid connected solar power projects under Phase 1 of Jawaharlal Nehru National Solar mission vide MNRE letter no 29/5/2010-11/JNNSM(ST) dated 30th June, 2011 be created by government of Rajasthan to take care of any defaults of payment by the Procurers of shortfall in realized tariff from sale of power to third parties in event of default by the Procurers.

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Solar Thermal GENERAL

GENERAL

In situation of a power outage/ blackout, auxiliary power As per RfP. will be required for various necessary requirements especially in case of Solar Thermal Project like meeting the auxiliary power requirements of Steam Turbine Generator. Developers may be allowed to install Diesel Generator sets to meet their auxiliary power requirements in such emergency situations. Please provide ground data if available for the Solar Park The ground datas as available is being provided by RREC on its website. As per RfP.

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Solar PV/Thermal Solar PV

General

Whether Meteo data available?

94

Module Module Testing and Qualification requirementTesting Query RFP Annexure-I

If a PV module manufacture is already have IEC certificate from an international IEC accredited Lab and modules are meeting all test report required. But according to RFP annexure ~1 PV module qualification additional authorized test from Banglore ETDC or solar energy center is required Method of Comparison of Bids with Tariff quoting on Normal Rate of Depreciation and Accelerated Rate of Depreciation

95

Solar PV/Thermal

General

General

As per RfP.

96

Solar Thermal 5.7

Water for Power Generation Is there any limit on drawl of water from IGNP or will Allocation of required quantity of water shall be water allocation be according to requirement mentioned made by Water Resource Department GoR from by developer at the time of bid submission. IGNP /the nearest available source for development of Solar Thermal Power Plants. The intake structure and pipe line from IGNP to the plant site shall be laid down by the SPP at his own cost. Any modification required at the canal would be carried out by the Water Resource Department at the cost of SPP. Further SPP shall also be responsible for maintenance of water carrying system at their own cost

Requirement of water shall be submitted by the developer with detailed calculcation & justification.

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Solar Thermal 5.7

Water for Power Generation

Water should be allocated by Water Resource Department As per RfP. GoR as per requirement of the Solar PV RREC may lay single pipeline for water requirement for each project. Equity participation for technology partner is specified (vide page 14 definition and page 22 ITB) as less than 10%. Thus any person with insignificant equity participation (say 1 equity share) can be technology partner. This appears to be not the intent. Word not before less than appears to be missing. Otherwise, some minimum equity participation ( which is less than 10%) may be specified The intent is that even if technology partner holds less than 10%, in two bidding companies, then also they can be considered provided they do not have any other relationship of affiliate / Parent etc.

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Solar PV/ Thermal

3.6 (iv),(i)

(i) Companies incorporated under the Company's Act, 1956 are eligible on standalone basis or as a part of the bidding consortium. (ii) Companies incorporated under the Company's Act, 1956 are eligible on standalone basis or as a part of the bidding consortium.

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6.8.3 PSA

Renewable Purchase Obligation

Clause 4.8.3 of PSA is regarding the RPO for discom. The exixting Clause 6.8.3 of PSA is deleted. RREC as nodal agency and RREC as trading licensee have different roles. Role of former may not be the part of PSA. Please specify the solar radiation (GHI, DNI, Diffuse) and The solar radiation datas & other parametes as the available climatological parameters (temperature, dew point, with RREC is being provided in its website. relative humidity) at proposed site. Dew point for the turbine condenser size and efficiency. Developers were not provided an opportunity to measure data at proposed site. A new Clause 3.6 A (vii) as under is added: "The bidding company (including consortium members) shall submit a certified copy from its Comapany secretary or Chartered Accountant a "Tree" which shall depict the position of equity and control of holding / crosss holding between its various subsidiaries, affiliates, Parent, Ultimate Parent etc.""

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Solar Thermal 5.2.1

Land

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Solar PV/Thermal

New Clause Clause 3.6 A(vii)

New

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