REQUEST FOR PROPOSAL
FOR
PROCUREMENT OF POWER
FOR SHORT TERM
Under Case – 1 Bidding Procedure
THROUGH
TARIFF BASED COMPETITIVE BIDDING PROCESS
(As per Guidelines issued by Ministry of Power, for short-term (i.e. for a period less than or
equal to one year) Procurement of Power by Distribution Licensee through tariff based bidding
process)
FOR MEETING 4 MW REQUIREMENT
OF
M/s Gigaplex Estate Private Limited- SEZ
Deemed Distribution Licensee
Issued by
M/s Gigaplex Estate Private Limited
BID SPECIFICATION NO. GEPL/Power/2015-16/140 date: 30/10/2015
Registered Address: Plot No: C-30, G Block, Next to Bank of Baroda, Bandra Kurla Complex,
Bandra (E) Mumbai-400051, Maharashtra, India
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Request for Proposal (hereinafter referred to as RFP) for Short term procurement of power under
Case-1 bidding procedure through tariff based competitive bidding [as per the Guidelines issued by
Ministry of Power, for short-term (i.e. for a period less than or equal to one year) Procurement of
Power by Distribution Licensee through tariff based bidding process] for meeting the 4 MW load
requirements of M/s Gigaplex Estate Private Limited in the state of Maharashtra in India intended
from 1st January-2016 to 31st December 2016.
This RFP is issued to:M/s……….. …………………………………………………………
Issued by:Name :
Designation:
Address:
Phone:
Fax:
Email:
Date:
Suhas Ambade
General Manager
Plot No: C-30, G Block, Next to Bank of Baroda, Bandra Kurla complex, Bandra(E),
Mumbai – 4000051, Maharashtra, India
+91-22-26564667, +91 22-26564914
+91-22-26564604
sambade@kraheja.com
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
REQUEST FOR PROPOSAL FOR PURCHASE OF POWER FOR SHORT TERM
THROUGH TARIFF BASED COMPETITIVE BIDDING PROCESS
1. The Gigaplex Estate Private Limited (GEPL), hereinafter also referred to as the “Procurer”,
hereby invites offers from interested companies who are capable of supplying readily available
power to purchase the Request for Proposal (RFP) to participate in the bidding process for the
selection of Successful Bidder(s) for procurement of power for SHORT TERM through tariff
based competitive bidding process under Case-1 bidding procedure for meeting its 4 MW power
requirement on the basis of Competitive bidding in accordance with the Guidelines issued by
Ministry of Power, for short-term (i.e. for a period less than or equal to one year) Procurement
of Power by Distribution Licensee through tariff based bidding process under section 63 of
Electricity Act, 2003 and as amended from time to time. The responsibility of the successful
bidder(s) would be to supply power to the Procurer as per the terms and conditions of the RFP
Document.
2. Background: M/s Gigaplex Estate Private Limited is a company incorporated under the
provisions of the Companies Act, 1956 having its registered office at plot No. C-30, Block, G,
Next to Bank of Baroda, Bandra Kurla complex, Bandra (E), Mumbai 400 051, Maharashtra,
India. GEPL, under Section 3 of the Special Economic zones (SEZ) Act, 2005 is setting up/has
set up a sector specific Special Economic zone for Information and Technology and Information
Technology Enabled Services (IT & ITes) at plot No. 3, Kalwa, TTC Industrial Area, MIDC,
Taluka Thane, District Thane, in the state of Maharashtra. GEPL has been notified as the
Developer of the SEZ by the Ministry of Commerce & Industry (Department of Commerce)
vide Notification No. S.O. 1695 (E) dated June 11, 2013, and is developing the said IT & ITes
SEZ. Under sub-section (10) of Section 3 of the aforesaid Act for development, operation and
maintenance of the IT & ITes SEz at Plot No. 3, Airoli, Kalwa Trans Thane creek Industrial
Area, MIDC, District Thane, in the State of Maharashtra.
The Ministry of commerce & Industry (Department of commerce), Government of India vide its
Notification under clause (b) of sub section (1) of Section 49 of the Special Economic Zones
Act, 2005 dated March 3, 2010, specified that the Developer of the SEZ is deemed to be a
Distribution Licensee under the provisions of the Electricity Act, 2003. The proviso inserted in
clause (b) of Section 14 of the EA2003is as under:
“Provided that the Developer of a special Economic Zone notified under Subsection (l) of
section 4 of the special Economic zones Act, 2005, shall be deemed to be a Licensee for the
purpose of this cause, with effect from the date of notification of such Special Economic Zone”.
In view of the above, GEPL is a deemed Distribution Licensee in its SEZ area at Kalwa, TTC
Industrial Area, MIDC, Navi Mumbai District Thane, in the State of Maharashtra.
GEPL has approached Hon'ble Commission, for getting the deemed distribution licensee status
on its record. (Case no. 198 of 2014). GEPL is in receipt of the order from Hon’ble MERC
dated 26th October 2015. Hon’ble MERC has taken on its record, GEPL as deemed distribution
licensee.
3. Procurement of Power: The Procurer intends to procure power as per time slots given below at
Delivery Point mentioned in Annexure-I “General Terms and Conditions” to the RFP for a
period of one year, commencing from 1st January 2016 (the scheduled Delivery Date) and
ending on 31st December 2016 (Contract Period), in accordance with the terms of the Power
Purchase Agreement (PPA) to be executed by and between the Procurer and the successful
bidder, draft of which PPA is appended hereto. This procurement of power is being done under
Case-1 bidding Process for Short Term. Further, all bidders shall indicate source of power
generation from where the power would be delivered.
3
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
#
1.
2.
Week Days
Time Slot
Monday to Sunday
Base load
Monday to Friday
Peak load
00:00 hrs to 24:00 hrs
Power
Requirement
2 MW
08:00 hrs to 23:00 hrs
2 MW
3.1
The bidders shall be free to bid for either of the slots mentioned above, however, the bidders
shall be required to offer constant supply of the entire power requirement for the selected
slot(s) for the entire contracted period. Bids for quantities less than the stated power
requirements for the slots(s) shall be rejected by the Procurer.
3.2
The bidder should be capable to supply power to GEPL during the contracted period at the
Delivery Point, for which the responsibility will be of the bidder. The bidders may therefore
ensure necessary infrastructure/technical feasibility / ground work in this regards, while
participating in the bid process.
3.3
Bidder shall quote single tariff in Indian Rupee, as per time slot mentioned above, at the
delivery point up to 3 decimals which shall include capacity charge, energy charge, trading
margin (in case trader is the bidder) and all taxes, duties, cess, etc. imposed by Central Govt./
State Govt. / local bodies.
4.
4.1.
Qualification Requirement:
All Generators / State Utilities/ CPPs (Captive Power Plants)/ Distribution Licenses/ SEBs
(State Electricity Boards)/ and Trading Licensees having valid trading license from the
Appropriate Commission are qualified to participate in the bidding process.
4.2.
Any bidders being traders of power, shall furnish the copy of the letter of intent received from
the generator along with documentary evidence regarding commissioning of the power station
by competent regulatory authority and also back to back Agreement entered into with the
generator for supply of power and a copy of the trading license issued by applicable
regulatory authorities, together with their bids.
4.3.
Any bidders being generators of power, shall also submit duly certified documentary evidence
regarding commissioning of their power station by competent regulatory authority, along with
their bids.
4.4.
The bidder shall indicate firm ‘Quoted Tariff’ per KWh at the delivery point (in INR) and
power to be supplied for the entire Contract Period and the bidder shall be responsible for
supply of power at the Delivery Point for the entire Contract Period. Bidder may therefore
ensure necessary infrastructure / ground work in this regard.
5. Important Dates
#
1.
2.
3.
4.
Event
Schedule
Commencement of sale of RFP
30 October 2015
Pre- Bid Queries from proposed bidders and Response 31 October 2015 to 16
from GEPL
November 2015
Pre- Bid Meeting
17 November 2015
Submission of Bids
On or before 24
November 2015,
13:00 hrs
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
5.
6.
7.
8.
5.1
Opening and Evaluation of financial and non-financial 15:00 hrs,
Bids in presence of the available bidder representatives 24 November 2015
and declaration of the successful bidder(s)
Execution of Power Purchase Agreement (PPA)
Would be decided
mutually, Within 1
month of opening of
financial bid
Submission of Application for Open Access approval Depending on all
and obtaining SLDC Consent by the Seller
necessary permissions
from MSLDC and
competent authorities
such as MSETCL,
MERC
Opening of the Letter of Credit
Prior to supply of
power.
The bidders who are interested in bidding can download RFP from the www.krahejacorp.com
Or purchase from:
Name:
Designation:
Address:
Phone:
Fax:
Email:
5.2
5.3
Suhas Ambade
General Manager
Plot No: C-30, G Block, Next to Bank of Baroda, Bandra Kurla complex,
Bandra (E), Mumbai – 4000051, Maharashtra, India
+91-22-26564667, +91 22-26564914
+91-22-26564604
sambade@kraheja.com
The bidder will have to pay Rs 10,000/- as RFP purchase fee and processing charges by
DD/Banker’s Cheque in favor of “Gigaplex Estate Private Limited” payable at Mumbai.
In case the RFP is downloaded online, the payment as mentioned above shall be done along
with the submission of bid document.
6. Bid Submission: The bidders are requested to submit their bids on or before the Bid Submission
date i.e. 24 November 2015, 13:00 Hrs at the address mentioned above in para 5.1 above. The
date of submission of bid will not be extended unless notified by the Procurer in advance.
The tenderers have to submit their bid in 2 covers at the office address mentioned in para 5.1
above.
6.1. Cover-1: Technical Bid
6.1.1
EMD in the prescribed format (Annexure-V), as stated hereunder the clause
“Earnest money Deposit (EMD)/Bank Guarantee”.
6.1.2.
RFP charges and processing fees, if the RFP is downloaded online.
6.1.3.
Annexure II –Details of source wise quantum of power offered and corresponding
amount of EMD, without indicating the rates.
6.1.4.
Annexure III-Acceptance of General Terms and Condition without any deviation.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
6.1.5.
Board resolution/Authorization for signing the bid document.
6.1.6.
In case Bidder is Trader, scanned copy of valid Trading license from appropriate
Commission should also be provided. Others may provide brief introduction
about them.
6.1.7.
Necessary Documents as per para 4
6.2. Cover-2: Financial Bid
6.2.1
Annexure-IV, the Financial Bid containing details of quantum offered and tariff
quoted at the Delivery Point as mentioned in the RFP document and should be
unconditional.
6.2.2.
The bidders must quote the prices for the time slots in which they wish to
participate in the manner as indicated in the schedule provided in the Annexure
IV, failing which or making changes in the format, is liable for rejection.
6.3.
Only relevant and to the point information should be indicated. Bidders should neither supply
information, not requested in the RFP document nor make any comments. Failure to provide
any required information, may lead to the rejection of the offer.
6.4.
Before submitting the bid, it should be ensured that all the bid documents required to be
submitted by the bidder should be signed along with rubber stamp of the bidder by the
authorized signatory.
6.5.
Any cutting / overwriting in the figures of the bid documents should be indicated in words
and should be countersigned by the authorized signatory.
6.6.
The tenders in which any prescribed conditions are not fulfilled or which have been vitiated
by errors in calculations, totaling or other discrepancies or which contains over writing in
figures or words or corrections not initialed and dated, may be liable to rejection.
6.7.
No conditional bids shall be accepted and will be rejected summarily forthwith.
6.8.
GEPL does not bind itself to accept the lowest or any bid or any part of the bid and shall not
assign any reason(s) for rejection of any tender or a part thereof.
6.9.
Bidders shall submit the bid one (1) original plus one (1) copy, duly signed by the authorized
signatory of the bidder. The original bid shall be clearly marked “ORIGINAL”, and other
copy clearly marked “Copy of Bid”. In the event of any discrepancy between the original and
the accompanying copies, only the original shall prevail.
7.
Methodology of Bid Evaluation: The Bidders are required to quote uniform fixed rate for
each Time Slot of power Supply separately at the delivery point, in which he intends to sell
power. Rate shall be quoted in the manner as per Annexure –IV. It may be clarified that bid
submitted in Annexure IV shall be evaluated and ranking decided considering power offered
by all the Bidders from all the sources for a particular time slot.
7.1.
The bid will be evaluated at the delivery point after taking all applicable PoC (Point of
Connection) charges and losses which will be to the account of bidder. Bids shall be evaluated
6
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
separately for each time slot as per the lowest quoted price by the respective bidders for the
contracted period and finalized accordingly.
Subject to Clause 6.8 above, the bidder who has quoted lowest tariff shall be successful
bidder.
7.2.
It is clarified that GEPL reserves the right to negotiate the price offered by the bidders in
order to align the rates with the market conditions.
7.3.
It is clarified that if multiple bidders are quoted from single generators/ source then lowest
one from that generator/source will be considered.
7.4.
Bid submitted by the bidders, within the bid deadline dated specified above, shall become the
property of GEPL and shall not be returned to the bidders.
7.5.
Language of the bid shall be English only.
8.
Contract Documents: GEPL shall intimate the award of contract for supply of power to the
Bidders whose bid has been accepted through a letter of intent (LoI). Successful bidder(s)
shall convey their acceptance of LoI within 3 working days from the date of the LoI.
Subsequently PPA will be signed by the bidder with GEPL as per the draft PPA enclosed at
Annexure –VII which shall be construed as a bidding contract. The selected bidder must
commence supply w.e.f. starting date of the period of power purchase for which bids have
been invited or from the day following the date of signing the PPA, whichever is later.
However, in case the time between the issuance of LoI and date of commencement of power
is very short or Open Access clearance is received in the nick of time, then PPA shall be
executed by the bidder with GEPL as early as possible and power scheduled prior to
execution of PPA shall be treated as the power supplied under the contract.
9.
Compliance to the terms and condition: The bidders are advised to ensure the bid is fully
compliant with the requirements specified and terms and conditions contained in the RFP
Documents. No deviation from these conditions is permissible and a bid with any deviation
shall be summarily rejected.
10.
Earnest Money Deposit (EMD)/ Bank Guarantee (BG):
10.1.
The bidders shall be required to submit EMD of Rs 30,000 per MW per month of offered
capacity in the form of Bank Guarantee issued by any Nationalized/Scheduled Bank in the
format enclosed at Annexure V.
10.2.
The EMD shall be forfeited
10.2.2. If Bidder withdraws or modifies bid during the bid validity Period.
10.2.3. For non-Submission of Contract Performance Guarantee by the Successful Bidder.
10.3.
The EMD shall be refunded to the unsuccessful bidders within 10 days of the expiry of the
bid validity period.
10.4.
The EMD of the Successful Bidder(s) shall be refunded after furnishing Contract Performance
Guarantee (CPG).
10.5.
The Bidder shall submit the EMD in favour of Gigaplex Estate Pvt Ltd. along with the
Technical Bid, failing which the bid shall be rejected outright and Financial bid by such
Bidder shall not be opened.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
11.
Contract Performance Guarantee (CPG): The successful bidder shall be required to
furnish CPG in favour of Gigaplex Estate Pvt. Ltd. within 7 days from the date of selection of
successful bidder for an amount calculated at Rs 3 Lac per MW per Month for the Contract
Period or part thereof in the format enclosed at Annexure VI.
11.1.
The CPG shall be in the form of Bank Guarantee issued by any Nationalized/Scheduled Bank
and shall remain valid for the period of contract with a claim period of 1 month after expiry of
the Contract Period.
11.2.
In the event, the CPG is not furnished within the stipulated date; the bid security submitted in
the form of EMD/BG shall stand forfeited.
11.3.
The CPG provided by the successful bidder shall stand forfeited for non-performance of its
contractual obligations stated in the PPA. The CPG shall be released within 30 days after
completion of Contract Period only after the said bidder(s) have successfully fulfilled all their
obligations under the contract.
12.
GEPL’s right to accept/reject the bid: GEPL in its own discretion has the right to reject all
bids or part thereof without assigning any reason, including where the quoted tariffs are not
aligned to the prevailing market prices. GEPL also reserves the right to alter the quantity of
power/split the quantities of power amongst more than one selected bidder for the same
period. The decision of GEPL shall be final and binding on the bidders in this regards.
Such acceptance/rejection of any or all bids or alteration of the quantities of power/splitting of
power amongst more than one selected bidder for the same period will not make GEPL liable
to any claim or action of whatever nature, including but not limited to, a claim for
reimbursement of cost incurred by any such bidder in preparation of the Bid.
13.
Modification/withdrawal of the Bid document: GEPL reserves the right to modify any part
of the RFP document, or withdraw or cancel the RFP by issuing one or more amendments
prior to the last date of submission of the bid (“Amendment”). Any Amendment shall form
part of the RFP Document, and shall be binding. GEPL also reserves its right to withdraw or
cancel the RFP at any time without assigning any reasons thereof.
14.
Confidentiality: Bidder shall treat the RFP Documents and Contents as strictly confidential.
It is clarified that for a period of 3 years, no disclosures of RFP Document should be made
about the contents of this offer/Letter/NIT together with all its Annexures and schedules by
the Bidder(s) to any third person.
15.
Bid Validity Period: The validity of offer of bidder shall be One Month from the date of
opening of bid. However GEPL may ask the bidders to extend the validity period, if required.
16.
Governing Law: All matters arising out of or in conjunction with the RFP Document and /or
the bidding process shall be governed by and construed in accordance with Indian Law and
courts of Mumbai, Maharashtra shall have exclusive jurisdiction.
17.
Disclaimer: Neither GEPL nor its employees or consultants shall be liable to any Bidder or
any other person under any law including the law of contract, tort, the principles of restitution
or unjust enrichment or otherwise for any loss, expense or damage which may arise, or be
incurred, or suffered, in connection with the bid, or any matter that may be deemed to form
part of the RFP document or any other information supplied by or on behalf of GEPL or its
employees or consultants. For the avoidance of doubt it is expressly clarified that this RFP
Document is an invitation to offer to the interested bidders for inviting their bids and is
subject to the acceptance of the offer of the successful bidder(s) and the issue of the award of
8
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
letter of Intent (LoI) by GEPL and acceptance thereof by the successful bidder(s) and
subsequent execution of the PPA by and between GEPL and the successful bidder(s).
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Annexure-I
General Terms and Conditions
Terms and condition for purchase of power from bidders shall be as under:
1.
Quantum: GEPL invites offers from the interested bidders in the prescribed format for
purchase of following power on short term as specified in table shown hereunder.
#
1.
2.
Week Days
Monday to Sunday
Base load
Monday to Friday Peak
load
Time Slot
00:00 hrs to 24:00 hrs
Power
Requirement
2 MW
08:00 hrs to 23:00 hrs
2 MW
The bidders shall be free to bid for either of the slots mentioned above, however, the bidders
shall be required to offer constant supply of the entire power requirement for the selected
slot(s) for the entire contracted period. Bids for quantitates less than the stated power
requirements for the slots(s) shall be rejected by the Procurer.
The quantum contracted with a seller may also be increased/decrease subsequently to issuance
of LOI or signing of PPA on mutual consent on same terms and conditions. The bidder shall
ensure that source of power supply is from corridor congestion free state/region.
2.
Delivery Point: The delivery Point is the interconnection point of STU (MSETCL) at 22 KV
level. There is an EHV Substation of MSETCL nearby SEZ Area where power currently is
drawn, being 220/22 kV Airoli Knowledge Park SS through 1 no. of feeders. We are
proposing a 220/22 kV EHV GIS SS in our SEZ premises, post erection of EHV GIS SS we
shall draw power at 220 kV level.
3.
Tariff: Tariff quoted should be constant and there shall be no escalation during the
contractual period.
Tariff for the offered power shall be quoted by the bidder in the manner as per Annexure-IV
consisting of “Financial Bid”. The bidder shall quote the tariff at the delivery point.
Transmission charges, all Open Access charge i.e., CTU charges, STU charges, RLDC/SLDC
charges, open access application fee including SLDC consent fee, any other charges and
transmission losses up to delivery point (including the delivery point), if any, shall be borne
by the seller and the same beyond delivery point, if any, shall be borne by the Procurer.
However it may be clarified that the point of connection charges on account of injection
charges and losses, withdrawal charges and losses, RLDC/SLDC scheduling charges etc. or
any other charges related to open access / scheduling of power and transmission losses on
account of new transmission pricing methodology up to the delivery (including delivery
point) shall be borne by the seller.
The seller shall be responsible to seek open access approval from the competent authority, up
to the Delivery Point and also beyond Delivery Point, wherever necessary, at its own cost,
and ensure the commencement of supply from Scheduled Delivery Date.
If the power is being supplied through alternate source, any additional charges and losses, if
any, due to cancellation of existing corridor and booking of new corridor etc., shall be to the
account of Seller. However, the seller shall provide the procurer prior written intimation of
any quantities of power supply through alternate source, along with reasons such procurement
10
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
from such alternate source and the estimated time frame when the supply shall be restored
from the source originally designated by the seller. The seller shall use its best endure to
ensure that the alternate supply of power is from congestion free corridor & shall restore the
supply from the source originally designated by the seller as soon as practicable.
4.
Commencement, Scheduling and Energy Accounting: The bidder shall be responsible to
commence supply firm power of approved quantity by the scheduled delivery date provided
under the PPA. The scheduling and dispatch of power shall be as per relevant provision of
IEGC/SEGC and as per relevant orders/regulations of CERC/MERC. Any variation between
schedule and actual power injection shall be to the account of the seller, to be settled as per
relevant orders/regulations of appropriate regulatory commission. The generator will also
ensure that injection of power is as per schedule of power to GEPL.
The Bidders will be required to give daily schedules and shall be required to indicate separate
schedule for the power, in case, power is supplied/received under different orders/Time
slots/customers/stakeholders/sister concerns simultaneously.
In case bidder is a CPP and if there exist an open access agreement for wheeling of power
from CPP to such other stake holders/units/sister concerns within state, then accounting of the
energy shall be as per regulation/orders of MERC. Such CPP will have to provide an
undertaking to the effect that their CPP is complying with fulfil the criteria/conditions of the
eligibility of CPP as laid down in Electricity Rule 2005, along with the first bill as also of the
end of the financial year. Power supply to GEPL shall have higher priority over the supply of
power by the seller to its sister concern or open access consumers/ customers.
It is clarified that if multiple sellers quoted from single generators/ source then lowest one
from that generator/source will be considered.
If the Seller fails to commence supply of power on the Scheduled Delivery date specified in
this Agreement for any reason whatsoever then the Procurer shall have the right to encash the
CPG.
5.
Billing and payment: Seller will raise monthly bill based on the Energy Audit issued by
SLDC/STU, within 7 days from the end of the particular month, for the energy supplied at the
delivery point during the particular calendar month along with complete details and
documents, as may be required for bill verification.
The bill for liquidated damages for a month shall be raised only after end of that month.
GEPL will make the payment to the seller on 7th working day from the date of receipt of the
energy bill which will be considered as due date of payment. In the event of the due date of
payment being a Bank/GEPL holiday, the next working day shall be considered as the due
date of payment. In case of timely payment of GEPL, adjustment for the admissible rebate as
per the clause described hereinafter, shall be made while making the payment against the
energy bills.
Sellers will have to furnish LoI received by them from supplier of power along with the first
bill for timely processing the bill.
The procurer shall provide revolving letter of credit (LC) equivalent to 100% of monthly
power corresponding to contracted capacity (as defined in the PPA) at the tariff indicated in
the PPA. The letter of credit (LC) shall be opened prior to commencement of supply of power
by the seller.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
6.
Rebate for prompt payment by GEPL: Sellers would allow 2% rebate on energy bill
amount, if GEPL make payment within due date of payment.
7.
Surcharge for late payment by GEPL: A surcharge of 12% per annum shall be applied on
all payments, outstanding after 30 days for the period of non-payment beyond due date. This
surcharge would be calculated on day-to-day basis for each day of the delay. Any disputes
raised by GEPL on the energy bills shall not be treated as outstanding.
8.
Payment for Liquidated Damages for failure to supply the instructed capacity: Both the
parties would ensure that actual scheduling does not deviate by more than 15% of the
contracted power as per the approved open access calculated on monthly basis.
In case the deviation from GEPL side is more than 15% of the contracted energy for which
open access has been allocated on monthly basis, GEPL shall pay compensation at 20% of
tariff per KWH for the quantum of shortfall in exercise of permitted deviation of 15% while
continuing to pay open access charges as per the contract.
In case deviation from seller side is more than 15% of contracted energy for which open
access has been allocated on monthly basis, seller shall pay compensation to GEPL at 20% of
tariff per kwh for the quantum of shortfall in excess of permitted deviation of 15% in the
energy supplied and pay for the open access charges to the extent not availed by GEPL.
It is also clarified that the request of sellers for reduction of supply quantity citing the
machine breakdowns or unforeseen conditions of generating companies will not be accepted
and shall not be treated as Force Majeure event.
If Seller fails to schedule the capacity approved for the open access for the concerned period
on account of loss of generation, i.e., failure of generator/transmission constraints, then Seller
shall provide an undertaking regarding the failure of generator and confirming that power has
not been sold to a third party during the period. For the purpose of clarity, third party would
mean any party other than notified customers of the Seller. The list of notified customers
would be submitted by Seller 7 days before the commencement of supply of power hereunder.
The list will also specify the quantum of power which needs to be supplied to notified
customers as per their agreements with Seller. In case, any rescheduling is required,
rescheduling will be done proportionately. This list, upon submission will be an integral part
of the Agreement.
9.
Force Majeure: Force Majeure event shall mean the occurrence of any of the following
events:Any restriction imposed by RLDC (Regional Load Despatch Centre)/SLDC (State Load
Despatch Centre) in scheduling of power due to break down of Transmission /Grid constraint
shall be treated as force majeure without any liability on either side.
Any events or circumstances or combination of events and circumstances such as act of God,
exceptionally adverse weather conditions, lightning, flood, cyclone, earthquake, volcanic
eruption, fire or landslide or acts of terrorism causing disruption of the system.
The contracted power will be treated as deemed reduced for the period of transmission
constraints. The non/part availability of transmission corridor should be certified by
concerned RLDC/SLDC.
10.
Risk Allocation: The seller shall have to apply for open access for the contracted period,
failing which the contracted performance guarantee (CPG) on pro rata basis shall be forfeited.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Further, in case of generators which are covered under intra state open access, seller shall not
curtail power supply to GEPL in order to sell the same through open access/Exchange. This
act on the part of seller shall be treated as violation of contract, for which GEPL reserves the
right to terminate the contract without any liability on GEPL and the CPG shall stand
forfeited.
11.
Arbitration: Where any dispute arises claiming any changes in or regarding determination of
tariff or any tariff related matters or which partly or wholly could result in change in tariff
such disputes shall be adjudicated by the Appropriate Commission.
All other dispute shall be resolved by arbitration conducted by a sole arbitration jointly
appointed by both parties under the Indian Arbitration and Conciliation Act 1996.
Notwithstanding the existence of any disputes and differences referred to arbitration, the
parties hereto shall continue to perform their respective obligations under the contract. The
venue of such Arbitration proceeding shall be Mumbai, India and shall be conducted in
English Language.
12.
Change of Law: No Claim on extra compensation based on change of law. Change of Law
shall include: Any change in Transmission charges and open access charges
 Any change in taxes (excluding income tax), duties, cess or introduction of any tax,
duty, cess made applicable for supply of power by the seller.
Signature of authorized signatory:
Name of authorized signatory:
Seal of Bidder
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Annexure –II
Details of Total Quantum of Power Offered and Corresponding Amount of EMD
(To be submitted under Cover-1)
Sr.
No.
1
2
Time Slot
Name of
source/Region
Quantum offered
by the
Bidder(MW)
EMD Amount
Calculated @ Rs
30000 per MW
per month of
offered capacity
(Rs)
Slot 1:
Monday to Sunday
00:00 to 24:00 Hrs
Slot 2:
Monday to Friday
08:00 to 23:00 Hrs
Total
EMD Amount in Words:
Signature of authorized signatory:
Name of authorized signatory:
Seal of Bidder
14
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Annexure-III
To be given on official letter head of the bidder
Acceptance of General Terms and Condition
(To be submitted under Cover-1)
We/I have carefully perused the RFP Document and satisfied ourselves/myself and hereby confirm
that our/my offer strictly conforms to the requirements of the RFP Document and all the terms and
conditions are acceptable to us/me.
Signature of authorized signatory:
Name of authorized signatory:
Seal of Bidder
(Power of attorney of bidding company authorizing the signatory to sign the bid be enclosed herewith.
The annexure I duly signed should also be enclosed herewith.)
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Annexure-IV
Quantum and Rate of Power Offered on Firm Basis during the Contracted Period.
(To be submitted on official letter head of the bidding company under Cover-2 “Financial Bid”)
Bid Specification No: ________________________________ Date:
Sr.
No.
Time Slot
1
Slot 1:
Monday to Sunday
00:00 to 24:00 Hrs
Slot 2:
Monday to Friday
08:00 to 23:00 Hrs
2
Time Slot wise uniform Quantum offered by
fixed price quoted by the bidder (MW)
the bidder at delivery
point (Rs/KWH)
Date:
Place:
Signature of authorized signatory:
Name of authorized signatory:
Seal of Bidder
16
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Annexure-V
Format of the Unconditional and Irrevocable Bank Guarantee for EMD
(To be on non-judicial stamp paper of appropriate value as per stamp act relevant to place of
execution)
In consideration of the ________(Insert name of the Bidder) (the “Bidder”) submitting the
Bid inter alia offering supply of power during the period ___________(insert period) on short
term basis, in response to the Request for Proposal (“RFP”) issued by Gigaplex Estate Pvt.
Ltd. (GEPL) vide Bid specification No: ______date:_________ and the Bidder, being a
bidder, is required to deposit EMD of the sum specified in the RFP by a
nationalized/scheduled bank and as per the terms of RFP, the _________(insert name of
bank) (this “Bank”), for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, hereby, as primary obligor, agree unequivocally, irrevocably
and unconditionally to pay GEPL (hereinafter referred to as “Procurer”) at Mumbai
forthwith on demand in writing from GEPL or any other Officer authorized by GEPL in this
behalf, any amount upto and not exceeding Rs.____________(Rupees_________________),
for and on behalf of the Bidder.
The guarantee shall be valid and binding on this Bank up to and including___________
(insert 30th day from the date of opening of bids) and shall not be terminated by notice or any
change in the constitution of the Bank or the term of contract or by any other reasons
whatsoever and our liability hereunder shall not be impaired or discharged by any extension
of time or variations or alterations made, given, or agreed with or without our knowledge or
consent, by or between concerned parties.
The Bank hereby agrees and acknowledge that the Procurer shall have a right to invoke this
BANK GUARANTEE in part or in full, as it may deem fit. This guarantee will be invoked in
the account of GEPL as under:
Name of Account Holder
Branch Name
IFS Code
Account No.
Pan No.
Gigaplex Estate Private Limited
--- details will be given separately----- details will be given separately----- details will be given separately----- details will be given separately---
This Bank hereby expressly agrees that it shall not require any proof in addition to the written
demand by the Procurer, made in any format, raised at the above mentioned address of this
Bank, in order to make the said payment to the Procurer.
This Bank shall make payment to the Procurer hereunder on first demand without restriction
or conditions or demur or protest, conditions, grounds or reasons for such demand for the
sum specified therein and not withstanding any contestations, claims, demands, objection or
disputes raised by the Bidder or any other person. This Bank shall not require the Procurer to
17
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
justify the invocation of this Bank Guarantee, nor shall this Bank have any recourse against
the Procurer in respect of any payment made hereunder.
The Bank hereby waive the necessity of the Procurer demanding the said amount from the
Bidder before presenting the Bank with the demand.
Any payment made to the Procurer hereunder shall be made free and clear of, and without
deduction for or on account of any present or future taxes, levies, imposts, duties, charges,
fees, deductions or withholdings of any nature whatsoever and whomsoever imposed.
This Bank represents that this Bank Guarantee has been establish in such form and with such
content that it is fully enforceable in accordance with its terms as against this Bank in the
manner provided herein.
This Bank Guarantee shall not be affected in any manner by reason of merger, amalgamation,
restructuring or any other change in the constitution of this Bank.
This Bank Guarantee shall be a primary obligation of this Bank and accordingly the Procurer
shall not be obliged before enforcing this Bank Guarantee to take any action in any court or
arbitral proceedings against Bidder, to take any claim against or any demand on Bidder or to
give any notice to the Bidder to enforce any security held by the Procurer or to exercise, levy
or enforce any distress, diligence or other process against the Bidder.
We hereby waive notice of acceptance of this Bank Guarantee and notice of any liability to
which it may apply. Except with respect to the written demand for payment referred to above,
we waive presentment, demand of payment, protest, notices of any kind and any right to
require that resort be made to the Bidder or any other security.
This Bank acknowledges that this Bank Guarantee is not personal to the Procurer and may be
assigned, in whole or in part, (whether absolutely or by way of security) by Procurer to any
entity to whom the Procurer is entitled to assign its rights and obligations.
Notwithstanding anything contained hereinabove, our liability under this Guarantee is
restricted to Rs.___________(Rupees____________________), and it shall remain in force
until_____( insert 30th day from the date of opening of bids) with an additional claim period
of one month thereafter, provided that any claim or liability arising prior to the date thereof
shall not be adversely affected in any way, however, such limitation of liability shall not
apply in respect of any and all costs, charges and expenses that may be incurred by the
Procurer in enforcing this Bank Guarantee and any losses or damages that may be suffered by
the Procurer due to any delayed payment, non-payment or inadequate payment by us.
For the avoidance of doubts we hereby acknowledge and declare, that all costs and charges in
relation to the provision of this Bank Guarantee by us shall be borne by the Bidder alone.
We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee
only if the Procurer serves upon us a written claim or demand and we undertake not to revoke
18
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
this Bank Guarantee during its currency except with the previous consent of the Procurer in
writing. Furthermore, we agree that our obligations under this Bank Guarantee are
irrevocable, absolute and unconditional and shall remain in full force and effect without
regard to, and shall not be released, suspended, discharged, terminated or otherwise affected
by, any circumstance or occurrence whatsoever, including, and without limitation any other
act, omission, event or circumstance which would or may but for this provision operate to
prejudice, affect or discharge this Bank Guarantee or our obligations hereunder.
This Bank Guarantee shall be interpreted in accordance with the laws in India. Further, we
confirm that this Bank Guarantee is subject to exclusive jurisdiction of courts at Mumbai
only. Terms used in this Bank Guarantee but not defined herein shall have the meaning
ascribed to such term in the RFP.
This Bank Guarantee shall be valid upto ___________ (insert 30th day from the date of
opening of bids) with an additional claim period of one month thereafter.
Signature______________________________
Name_______________________________
Power of Attorney No.______________________
For
____________________(Insert name of Bank)
Banker’s Stamp and full Address.
Dated this ___________________ day of ______________________
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Annexure-VI
Format for Contract Performance Guarantee
(To be on non-judicial stamp paper of appropriate value as per stamp act relevant to place of execution)
In consideration of the ________(Insert name and address of the selected Bidder) (“Supplier”)
agreeing to undertake its obligation provided under the Letter of Intent (“LOI”) dated ________ and
the Request for Proposal (“RFP”) and other documents issued by Gigaplex Estate Pvt. Ltd.
(“GEPL”), and agreeing to execute the Power Purchase Agreement (“PPA”) inter alia with the
GEPL, in connection with the offer for supply of power to GEPL during the period
___________(insert period) on short term basis, in response to the RFP issued by GEPL vide Bid
specification No: ______ date: _________ and Authorised Representative of GEPL having issued
Letter of Intent (LOI) to the Supplier as per terms of RFP, the ___________ (insert name of Bank)
(hereinafter referred to as “Guarantor Bank”), for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby, as primary obligor, agrees unequivocally,
irrevocably and unconditionally to pay to GEPL (hereinafter referred to as “Procurer”) at Mumbai
forthwith on demand in writing from GEPL or any other Officer authorized by GEPL in this behalf,
any amount upto and not exceeding Rs____________(Rupees_________________), for and on behalf
of the Supplier .
The guarantee shall be valid and binding on this Bank up to and including___________(insert 30th
day from the date of expiry of the PPA) and shall not be terminated by notice or any change in the
constitution of the Bank or the term of contract or by any other reasons whatsoever and our liability
hereunder shall not be impaired or discharged by any extension of time or variations or alterations
made, given, or agreed with or without our knowledge or consent, by or between parties.
The Guarantor Bank hereby agrees and acknowledge that the Procurer shall have a right to invoke this
BANK GUARANTEE in part or in full, as it may deem fit. The bank guarantee will be invoked in the
account of GEPL as under:
Name of Account Holder
Gigaplex Estate Private Limited
--- details will be given separately--Branch Name
--- details will be given separately--IFS Code
--- details will be given separately--Account No.
--- details will be given separately--Pan No.
The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the
written demand by the Procurer, made in any format, raised at the above mentioned address of the
Guarantor Bank, in order to make the said payment to the Procurer.
The Guarantor Bank shall make payment to the Procurer hereunder on first demand without
restriction or conditions or proof or demur or protest, conditions, grounds or reasons for such demand
for the sum specified therein and not withstanding any contestations, claims, demands, objection or
disputes raised by the Supplier or any other person. The guarantor Bank shall not require the Procurer
to justify the invocation of this Bank Guarantee, nor shall the guarantor Bank have any recourse
against the Procurer in respect of any payment made hereunder.
The Bank hereby waive the necessity of the Procurer demanding the said amount from the Supplier
before presenting the Bank with the demand. Any payment made to the Procurer hereunder shall be
made free and clear of, and without deduction for or on account of any present or future taxes, levies,
imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever and whomsoever
imposed.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
The Guarantor Bank represents that this Bank Guarantee has been establish in such form and with
such content that it is fully enforceable in accordance with its terms as against the Guarantor Bank in
the manner provided herein.
This Bank Guarantee shall not be affected in any manner by reason of merger, amalgamation,
restructuring or any other change in the constitution of the Guarantor Bank.
This Bank Guarantee shall be a primary obligation of the Guarantor Bank and accordingly the
Procurer shall not be obliged before enforcing this Bank Guarantee to take any action in any court or
arbitral proceedings against Supplier, to take any claim against or any demand on Supplier or to give
any notice to the Supplier to enforce any security held by the Procurer or to exercise, levy or enforce
any distress, diligence or other process against the Supplier.
The Guarantor Bank hereby waive notice of acceptance of this Bank Guarantee and notice of any
liability to which it may apply. Except with respect to the written demand for payment referred to
above, the Guarantor Bank waives presentment, demand of payment, protest, notices of any kind and
any right to require that resort be made to the Supplier or any other security.
The Guarantor Bank acknowledges that this Bank Guarantee is not personal to the Procurer and may
be assigned, in whole or in part, (whether absolutely or by way of security) by Procurer to any entity
to whom the Procurer is entitled to assign its rights and obligations.
This Guarantee shall be a continuing security and accordingly (i) it shall extend to cover any amount
due at any time from the Supplier to the Bidder under the PPA; however our liability shall not exceed
the Aggregate Maximum Amount of this Guarantee, and (ii) it shall not be discharged by an
intermediate discharge or repayment by or for the account of the EPC Contractor or any settlement of
accounts between the EPC Contractor and the Concessionaire.
Notwithstanding any thing contained hereinabove, this Bank Guarantee shall be a continuing security
and accordingly (i) it shall extend to cover any amount due at any time from the Supplier to the
Procurer under the PPA, however our liability under this Guarantee is restricted to
Rs.___________(Rupees____________________), and it shall remain in force until_____(insert 30th
day from the date of expiry of the PPA) with an additional claim period of one month thereafter, and
(ii) it shall not be discharged by an intermediate discharge or repayment by or for the account of the
Supplier or any settlement of accounts between the Supplier and the Procurer. Provided that any claim
or liability arising prior to the date stated above shall not be adversely affected in any way, however,
such limitation of liability shall not apply in respect of any and all costs, charges and expenses that
may be incurred by the Procurer in enforcing this Bank Guarantee and any losses or damages that may
be suffered by the Procurer due to any delayed payment, non-payment or inadequate payment by us.
For the avoidance of doubts we hereby acknowledge and declare, that all costs and charges in relation
to the provision of this Bank Guarantee by us shall be borne by the Supplier alone.
We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only if the
Procurer serves upon us a written claim or demand and we undertake not to revoke this Bank
Guarantee during its currency except with the previous consent of the Procurer in writing.
Furthermore, we agree that our obligations under this Bank Guarantee are irrevocable, absolute and
unconditional and shall remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including, and without limitation any other act, omission, event or circumstance which
would or may but for this provision operate to prejudice, affect or discharge this Bank Guarantee or
our obligations hereunder.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
This Bank Guarantee shall be interpreted in accordance with the laws in India. Further, we confirm
that this Bank Guarantee is subject to exclusive jurisdiction of courts at Mumbai only. Terms used in
this Bank Guarantee but not defined herein shall have the meaning ascribed to such term in the RFP.
This Guarantee shall be valid upto ___________(insert 30th day from the date of expiry of PPA) with
an additional claim period of one month thereafter.
Signature______________________________
Name_______________________________
Power of Attorney No.______________________
For
____________________(Insert name of Bank)
Banker’s Stamp and full Address.
Dated this ___________________ day of ______________________
Annexure VII
22
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
POWER PURCHASE AGREEMENT
Between
Gigaplex Estate Private limited
And
[insert name of Seller]
This Power Purchase Agreement (hereinafter referred to as Agreement or PPA) is entered on the
___________ of __________2014 between Gigaplex Estate Pvt Limited incorporated under
Companies Act 1956 and is a deemed Power Distribution Licensee being the developer of the Specific
Special Economic Zone for Information and Technology and Information Technology Enabled
Services (IT & ITes) at plot No. 3, Kalwa, TTc Industrial Area' MIDC Airoli, Navi Mumbai, Taluka
Thane, District Thane, in the state of Maharashtra. (hereinafter referred to as the “Procurer”), which
expression, unless repugnant to the context or meaning thereof shall be deemed to include its
successors and permitted assigns;
AND
___________________________[insert the name of Seller] a limited company incorporated under the
Companies Act, 1956(hereinafter referred to as “Seller”) which expression, unless repugnant to the
context or meaning thereof shall be deemed to include its successors ad permitted assigns.
Whereas
A.
In accordance with the Guidelines issued by Ministry of Power, Govt. Of India for Short
Term procurement of power by Distribution licensee through tariff based bidding process, the
Procurer had initiated a competitive bidding process through issue of RFP for procurement of
power for short term for meeting the Procurer’s power requirement at Specific Special
Economic Zone (SEZ), MINDSPACE - Airoli, plot No: 3, Kalwa, TTC Industrial Area,
MIDC, Navi Mumbai Taluka and District Thane, Maharashtra, India for the period
____________________________ (Contract Period).
B.
Pursuant to the said bidding process, _________________________has been selected by the
Procurer, as the Seller for sale and supply of Electricity to the Procurer, for the Aggregate
Contracted Capacity (as described hereunder) in accordance with the terms of this Agreement.
C.
The Seller has provided to the Procurer, Contract Performance Guarantee as per format
specified in Annexure VI of the RFP.
D.
The Parties hereby agree to execute this Power Purchase Agreement setting out the terms and
conditions for the sale of power up to the Contracted Capacity (defined below) at the Delivery
Point (defined below) by the Seller to the Procurer.
Now in consideration of the mutual considerations, promises and covenants, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
23
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
1.
Quantum and Rate
Bid
LoI No Source of Quantum
Specifi- and
Power
(MW)
cation
Date
Supply &
No.
Location
of Power
Station
Time
Slot
Period
Tariff
at
Delivery
Point
(Rs/KWH)
including
trading
Margin, if
any
Subject to provisions of this Agreement, the entire contracted capacity stated above
(Contracted Capacity) shall be for the exclusive benefit of the Procurer and the Procurer
shall have the exclusive right to purchase the entire Contracted Capacity from the Seller and
the Seller shall not grant to any third party or allow any third party to obtain any entitlement
to the Contracted Capacity.
2.
Delivery Point: The delivery Point is the interconnection point of STU (MSETCL) at 22 KV
level. There is an EHV Sub station of MSETCL nearby SEZ Area where power currently is
drawn, being 220/22 kV Airoli Knowledge Park SS through 1 no. of feeders. We are
proposing a 220/22 kV EHV GIS SS in our SEZ premises, post erection of EHV GIS SS we
shall draw power at 220 kV level.
3.
Open Access: Transmission charges, all Open Access charges, i.e. CTU charges, STU
charges, RLDC/SLDC charges, open access application fee including SLDC consent fee, any
other charges and transmission losses up to delivery point (including the delivery point), if
any, shall be borne by the seller and the same beyond delivery point, if any, shall be borne by
the Procurer.
However it may be clarified that the point of connection charges on account of injection
charges and losses, withdrawal charges and losses, RLDC/SLDC scheduling charges etc. or
any other charges related to open access / scheduling of power and transmission losses on
account of new transmission pricing methodology up to the delivery (including delivery
point) shall be borne by the seller.
The Seller shall be responsible for making application under short term open access for the
entire Contracted Capacity within 5 working days on receipt of the LOI issued by the
Procurer, failing which the EMD provided by the Seller shall stand forfeited.
The Seller shall be responsible to seek necessary open access approvals from the competent
authority, for scheduling of Contracted Capacity up to the delivery point and also beyond
delivery point, wherever necessary, at its own cost, risk and consequence and ensure the
commencement of supply from Scheduled Delivery Date.
Supply from Alternate Sources: If at any time the Seller is unable to supply the Contracted
Capacity power to the Procurer from the Delivery Point except due to a Force Majeure Event,
specified under clause 10 below, the Seller shall be free to source and supply the deficit
power from any alternative source to meet its obligations under this Agreement, subject to
obtaining all requisite regulatory approvals in connection with same prior to commencement
of the delivery of such deficit capacity. However, all such deficit power shall be supplied at
24
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
the same tariff and charges as provided hereunder and any open access charges and other
incidental charges, including but not limited to application fees for open access, RLDC/SLDC
charges, etc., applicable from the alternative source of power supply are higher than the
applicable Open Access Charges from Delivery Point to Procurer periphery, the Seller would
be liable to bear such additional charges. Also, if the power is being supplied through
alternate source, any additional charges and losses, if any, due to cancellation of existing
corridor and booking of new corridor etc., shall be to the account of the Seller. The seller shall
provide the procurer prior written intimation of any quantities of power supply through
alternate source, along with reasons such procurement from such alternate source and the
estimated time frame when the supply shall be restored from the source originally designated
by the seller. The seller shall use its best endure to ensure that the alternate supply of power is
from congestion free corridor & shall restore the supply from the source originally designated
by the seller as soon as practicable.
4.
Commencement, Scheduling and Energy Accounting
The Seller shall be responsible to commence supply firm power of 4 MW by 1st January, 2016
(Scheduled Delivery Date) in accordance with the provisions of this Agreement. The
scheduling and dispatch of power shall be as per relevant provision of IEGC/SEGC and as per
relevant orders /regulations of CERC/MERC. Any variation between schedule and actual
power injection shall be to the account of the seller, to be settled as per relevant
orders/regulations of appropriate regulatory commission. The generator will also ensure that
injection of power is as per schedule of power to the Procurer.
The Seller will be required to give daily schedules and shall be required to indicate separate
schedule for the power, in case, power is supplied/received under different orders/Time
slots/customers/stakeholders/ sister concerns simultaneously.
In case the Seller is a CPP and if there exist an open access agreement for wheeling of power
from CPP to such other stake holders/units/sister concerns within state, then accounting of the
energy shall be as per regulation/orders of MERC. Such CPP will have to provide an
undertaking to the effect that their CPP is complying with fulfil the criteria/conditions of the
eligibility of CPP as laid down in Electricity Rule 2005, along with the first bill as also of the
end of the financial year. Power supply to the Procurer shall have higher priority over the
supply of power by the seller to its sister concern or open access consumers/ customers.
Final Energy accounting will be as per the monthly EA issued by SLDC/STU.
5.
Billing and Payment
The Seller will raise Monthly bill based on the Energy Audit issued by SLDC/STU, within 7
days from the end of the particular month, to the Procurer for the energy supplied at the
delivery point during the particular calendar month in accordance with the tariff stated in
clause 1 above, along with complete details of the power delivered at the delivery point and
/or other documents, as may be required for bill verification.
The bill for liquidated damages for a month shall be raised only after end of that month.
The Procurer will make that payment to the seller on 7th working day from the date of receipt
of the energy bill which will be considered as due date of payment. In the event of the due
date of payment being a Bank/Public Holiday, the next working day shall be considered as
the due date of payment. In case of timely payment of the Procurer, adjustment for the
25
RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
admissible rebate as per the clause described hereinafter, shall be made while making the
payment against the energy bills.
Seller will have to furnish LoI received by them from supplier of power along with the first
bill for timely processing the bill.
The procurer shall provide revolving letter of credit (LC) equivalent to 100% of monthly
power corresponding to contracted capacity (as defined in the PPA) at the tariff indicated in
the PPA. The letter of credit (LC) shall be opened prior to commencement of supply of power
by the seller.
6. Unutilized Capacity: It is hereby clarified that the Procurer shall be free to trade any
unutilized portion of the Contracted Capacity on power exchanges or supply such unutilized
Contracted Capacity to any permitted SEZ units of its choice, at its sole discretion and option
and subject to any regulatory consents and notwithstanding anything contained in this
Agreement.
The Seller shall invoice the Procurer only on the basis of the actual quantity of power utilized
out of the total Contracted Capacity.
7.
Rebate for Prompt Payment by Procurer: Seller would allow 2% rebate on energy bill
amount, if the Procurer make payment within due date of payment.
8.
Surcharge for late payment by Procurer: A surcharge of 12% per annum shall be applied
on all payments, outstanding after 30 days for the period of non-payment beyond due date.
This surcharge would be calculated on day-to-day basis for each day of the delay. Any
disputes raised by the Procurer on the energy bills shall not be treated as outstanding.
9.
Contract Performance Guarantee (CPG)
Prior to execution of this Agreement, the Seller had furnished the CPG to the Procurer for an
amount calculated at Rs. 3 lakhs per MW per month for the Contract Period for guaranteeing
the commencement and continuity of the supply of the Contracted Capacity in accordance
with the terms of this Agreement.
The CPG is in the form of Bank Guarantee issued by any Nationalized /Scheduled Bank and
is valid for the entire Contract Period with a claim period of one month after expiry of the
Contract Period.
The failure by the Seller to maintain the CPG during the entire Contract Period, shall deemed
to be a material breach of this Agreement by the Seller.
The CPG provided by the Seller shall stand forfeited, encashed and appropriated by the
Procurer as liquidated damages without prejudice to its other rights under this Agreement or
applicable laws, for non-performance of any contractual obligations by the Seller specified
hereunder or under the applicable law, including failure to commence supply of power on the
Scheduled Delivery Date.
The CPG shall be released 30 days after completion of Contract Period, provided and only
after the Seller has fulfilled all its obligations under this Agreement. The return or release of
the CPG shall be without prejudice to other rights of the Procurer under this Agreement
and/or applicable laws.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
10.
Payment for liquidated Damages for failure to supply the instructed capacity:
Both the parties would ensure that actual scheduling does not deviates by more than 15% of
the Contracted Capacity as per the approved open access on monthly basis.
In case of deviation from the Procurer’s side is more than 15% of the contracted energy for
which open access has been allocated on monthly basis, the Procurer shall pay compensation
at 20% of tariff per KWH for the quantum of shortfall in excess of permitted deviation of
15% while continuing to pay open access charges as per the contract.
In case of deviation from the seller’s side is more than 15% of contracted energy for which
open access has been allocated on monthly basis, seller shall pay compensation to the
Procurer at 20% of tariff per kwh for the quantum of shortfall in excess of permitted deviation
of 15% in the energy supplied and pay for the open access charges to the extent not availed by
the Procurer.
If Seller fails to schedule the capacity approved for the open access for the concerned period
on account of loss of Generation i.e., failure of generator/transmission constraints, then Seller
shall provide a declaration regarding the failure of generator and confirming that power has
not been sold to a third party during the period. For the purpose of clarity, third party would
mean party other than notified customers of the Seller. The list of notified customers would be
submitted by Seller 7 days before the commencement of supply of power hereunder. The list
will also specify the quantum of power which needs to be supplied to notified customers as
per their agreements with Seller. In case, any rescheduling is required, rescheduling will be
done proportionately. This list, upon submission will be an integral part of the Agreement.
It is also clarified that the request of the Seller for reduction of supply quantity citing the
machine breakdowns or unforeseen conditions of generating companies will not be accepted.
11.
Force Majeure:
Force Majeure event shall mean the occurrence of any of the following events:
Any restriction imposed by RLDC/SLDC in scheduling of power due to break down
of Transmission /Grid constraint shall be treated as “Force Majeure” without any
liability on either side.

Any events or circumstances or combination of events and circumstances such as act
of God, exceptionally adverse weather conditions, lightening, flood, cyclone,
earthquake, volcanic eruption, fire or landslide or acts of terrorism causing disruption
of the system.
The Contracted Capacity will be treated as deemed reduced for the period of transmission
constraints. The non/part availability of transmission corridor should be certified by
concerned RLDC/SLDC.
It is hereby clarified and confirmed that any request by the Seller for reduction of supply of
the Contracted Capacity owing to machine breakdowns or unforeseen conditions of
generating companies shall under no circumstances be treated as a Force Majeure event.
The party whose obligations are affected by any Force Majeure event shall promptly notify
the other party in writing with full particulars of such Force Majeure event, including the date
of first occurrence, and also keep the other party informed of any further developments as the
earliest. The affected party shall use all its efforts to mitigate or limit the effect of such event
of Force Majeure and arrange and assist the other party in restoration/continuance of
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
performance of the affected party’s obligations through any alternate sources, if required, at
the earliest.
Nothing stated herein shall affect those obligations and duties of the party claiming delay in
performance due to any Force Majeure Event, which obligations and duties are not affected
by any Force Majeure condition and the affected party shall continue to perform such nonaffected obligations in a timely fashion and any delays in performance of such non-affected
obligations shall constitute material breach of the terms of this Agreement.
Should any performance of the obligations of the party claiming Force Majeure be prevented,
restricted, delayed or interfered with due to any of the events mentioned hereunder, for a
continuous period of 2 days then the other party hereto may at its discretion terminate this
Agreement without any liability for breach thereof.
12.
Compliance: Seller complies with and shall during the term of this Agreement, comply with
the provisions of the applicable laws regarding availability, dispatch and any variation
between scheduled energy and actual energy at the aforesaid Delivery Point shall be
accounted for through unscheduled interchange as per the provisions of the applicable grid
code and Unscheduled Interchange regulations issued by Central Electricity Regulatory
Commission (CERC) from time to time.
13.
Risk Allocation: The Seller shall have to apply for open access for the contracted period,
failing which the contracted performance guarantee (CPG) on pro rata basis shall be forfeited.
Further, in case of generators which are covered under intra state open access, Seller shall not
curtail power supply to the Procurer in order to sell the same through open access/Exchange.
This act on the part of seller shall be treated as violation of this contract, for which the
Procurer reserves the right to forfeit the CPG and terminate the contract without any liability
on the Procurer.
14.
Mutual Representations and Warranties:
Each party hereto represents, warrants and covenants to the other that:

It has the full capacity, power and authority to enter into this Agreement and to carry
on and perform its obligations hereunder; and during the continuance of this
Agreement, will continue to have full capacity, power and authority to carry out and
perform all its duties and obligations as contemplated herein;

The execution, delivery and performance of this Agreement by it does not and will
not conflict with, or constitute a breach or default under, its charter documents or any
agreement, contract, commitment or instrument to which it is a party;

There are no action(s) or proceeding(s) pending or, in so far as it knows or ought to
know, threatened in writing against it before any court, administrative agency or other
tribunal that:
o
could impact upon its right, power and authority to enter into this Agreement,
or to otherwise carry out its obligations hereunder; or
o
might have an adverse effect on its business or condition, financial or
otherwise that would impact its ability to perform its obligations under this
Agreement.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
15.
Seller Representations and Warranties: The Seller hereby represents and warrants to the
Procurer that the Seller has not provided any inaccurate or misleading information or
statements in the bid responses to the RFP documents provided by the Seller to the Procurer
and all the confirmations, undertakings, declarations and representations made in its bid
responses to the RFP documents are true and accurate and that the Seller has all requisite
permits and consents and equipment’s and facilities to perform its obligations under this
Agreement for the entire Contract Period.
16.
Term and Termination
Term: This Agreement shall commence from Scheduled delivery date or signing of PPA
whichever is earlier and shall be valid for the entire Contract Period of one year, unless
terminated earlier.
Termination by Procurer: The Seller understands and agrees that the Procurer shall be entitled
to terminate this Agreement without any prior notice to the Seller and without liability, in the
event (a) any statements, representations or warranties provided by the Seller in its bid
responses to the RFP documents or hereunder are found to be untrue, false or inaccurate at
any time, or (b) the Seller’s license/permission to supply power is terminated or adversely
affected such that in the opinion of the Procurer, the Seller is unable to comply with its
obligations hereunder, or (c) the Seller is restrained or prohibited or temporarily or
permanently from supplying power pursuant to orders of any regulatory authority or court.
Termination for Breach: Subject to what is stated above, in the event of a breach by any party
of the provisions of this Agreement, the non-breaching party may terminate this Agreement
upon written notice to the breaching Party if the breaching party fails to cure such breach
within thirty (30) days following receipt of written notice from the non-breaching party
requiring the breaching party to remedy such breach. The provisions hereunder shall not
preclude the non-breaching party from taking recourse to any other remedies available to it
under any statute or otherwise, at law or in equity.
Termination for Insolvency/Liquidation: Either party shall be entitled to terminate this
Agreement forthwith, (i) upon the other party making any arrangement, assignment or
compromise with its creditors, whether voluntary or involuntary, or (ii) if the other party is
unable to pay its debts as they become due, or (iii) if a receiver is appointed in respect of the
assets or properties of the other party or any substantial part thereof, or (iv) if the other party
files for voluntary winding up or becomes insolvent or bankrupt or enters into liquidation, or
(v) if the other party ceases or threatens to cease to carry on its business, or (vi) if any
winding up proceedings are admitted against the other party that are initiated by any of its
creditors and which order of admission is not vacated within days from the date of its
admission.
Effect of Termination: In the event of termination or expiration of this Agreement for any
reason whatsoever, each party will return the other Party’s confidential information in its
possession at the time of termination or expiry of this Agreement. Notwithstanding the
termination or expiry of this Agreement for any reason whatsoever, each party shall continue
to remain liable for any obligation that may have arisen/ may arise upto the date of
termination or expiry of this Agreement.
Survival: The expiry or termination of this Agreement shall not affect any continuing
obligations under this Agreement or the applicable laws, either express or implied.
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
17.
Arbitration
Where any dispute arises claiming any changes in or regarding determination of tariff or any
tariff related matters or which partly or wholly could result in change in tariff such disputes
shall be adjudicated by the Appropriate Commission.
All other dispute shall be resolved by arbitration conducted a sole arbitrator under the
provisions Indian Arbitration and Conciliation Act 1996. The sole arbitrator shall be
appointed mutually by both the parties, failing which the arbitrator will be appointed in
accordance with the provisions of the Act. The venue of such Arbitration shall be Mumbai,
India and the arbitration proceedings shall be conducted in English language.
The decision of the arbitrator shall be in writing and shall be final and binding on the parties.
The parties agree that the arbitration proceedings shall be kept confidential, but that judgment
on any award may be entered in, and enforced by, any court having jurisdiction. Each party
shall be responsible for its own costs, however, the arbitrators shall have the authority to
award costs of the arbitration, including attorney’s fees, to the prevailing party.
Nothing herein shall prohibit either party from seeking a temporary restraining order,
preliminary injunction or other provisional relief if, in its judgment, such action is necessary
to avoid irreparable damage, to preserve the status quo or to prevent the dissemination of its
confidential information or from bringing and pursuing legal action to specifically enforce the
provisions of this clause 16.
Notwithstanding the existence of any disputes and differences referred to arbitration, the
parties hereto shall continue to perform their respective obligations under the contract.
18.
Change of Law: No Claim on extra compensation based on change of law. Change of Law
shall include: Any change in Transmission charges and open access charges;
 Any change in taxes (excluding income tax), duties, cess or introduction of any tax,
duty, cess made applicable for supply of power by the Seller.
19.
Governing Law: All matters arising out of or in conjunction with the PPA shall be governed
by and construed in accordance with Indian law and the courts of Mumbai, Maharashtra shall
be the exclusive jurisdiction.
20.
Confidentiality: The Parties undertake to hold in confidence this Agreement and RFP
documents and shall not to disclose the terms and conditions of the transaction contemplated
hereby to any third parties, except to their professional advisors or their officers, contractors,
employees, agents or representatives, financiers, who need to have access to such information
for the proper performance of their activities; or in case of any disclosures required to any
regulatory authorities under any applicable law with prior intimation to the disclosing party.
21.
Assignment: The Parties shall not assign or transfer this Agreement or any of the rights or
obligations under this Agreement, without the prior written consent of the other party.
Provided that, such consent shall not be required in the event the Procurer seeks to transfer all
of its rights and obligations under this Agreement to a transferee with the prior approval of the
regulatory authorities, including assignment to a transferee being either the owner or operator
of all or substantially all of the distribution system of the Procurer and/or being the successor
entity of the Procurer and this Agreement shall continue to remain valid and binding on such
successor.
22.
Notices: All notices to be given under this Agreement shall be in writing and in the English
Language and must be delivered by hand delivery or sent by registered post, courier, e-mail or
telefax to the addresses of the parties stated below:
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RFP for Power Procurement on short term - Gigaplex Estate Pvt. Ltd.
Address of Procurer
Address of Seller
Plot No. C-30, Block, G, Next to
Bank of Baroda, Bandra Kurla complex,
Bandra (E), Mumbai 400 051,
Maharashtra, India.
23.
Independent Contractors. The relationship hereby established between the parties is solely
that of independent contractors. Nothing in this Agreement shall be deemed to constitute an
agency, partnership or joint venture between the parties. Neither party to this Agreement is
authorized to incur any obligation and liability for and on behalf of the other and no party
shall be liable for any obligation and or liability incurred by the other party.
24.
No Waiver. Any failure or delay by a party to take any action with respect to a breach of this
agreement or a default by any other party shall not constitute a waiver of the former party’s
right to enforce any provision of this agreement or to take action with respect to such breach
or default or any subsequent breach or default. Waiver by any party of any breach or failure to
comply with any provision of this Agreement by a party shall not be construed as, or
constitute, a continuing waiver of such provision, or a waiver of any other breach of or failure
to comply with any other provision of this Agreement, unless any such waiver has been
consented to by the other party in writing.
25.
Amendments. This Agreement may only be amended or supplemented by a written
agreement between the Parties after obtaining the approval of the Maharashtra Electricity
Regulatory Commission, where necessary.
26.
Entire Agreement. This Agreement, together with the RFP, shall constitute the entire
understanding and agreement between the parties and supersedes all previous agreements,
discussions, negotiations, letters, proposals and promises (including, without limitation,
communications previously exchanged between the parties and/or oral discussions between
the parties) between the parties hereto with respect to the subject matter hereof, whether
written or oral, all of which shall not have any further force or effect.
27.
Severability. If any Clause or paragraph, or part thereof, of this Agreement is rendered
invalid, ruled illegal by any court of competent jurisdiction or unenforceable under present or
future laws, then it is the intention of the parties that the remainder of the Agreement shall not
be affected thereby.
28.
Authorized Signatories. The parties represent and warrant that the signatories executing this
Agreement for and on behalf of the parties are duly authorized to execute this Agreement and
to bind the parties hereto.
In witness whereof the duly authorized representatives of the Parties have signed on the day and year
first hereinbefore written.
For and on behalf of Seller
For and on behalf of the Procurer
Name and designation with Seal
Name and Designation with Seal
31