Procurement of Green Power for HAL for a Period of Two Years

Definitions & Interpretations:

Definitions: In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

“Act” means the Electricity Act, 2003 and Rules and Regulations promulgated under Sections 176 and 177 thereof, respectively and include any modifications, amendments and substitution from time to time

“Agreement” means this Power Purchase Agreement with all its Annexures and Schedules and as amended from time to time by mutual consent of the Parties, in writing.

“Applicable Law” means all applicable laws, bye-laws, statutes, rules, regulations, orders, ordinances, notifications, protocols, treaties, codes, guidelines, policies, notices, directions, writs, injunctions, judgments, decrees or other requirements or official directive of any Indian Court of competent authority, or of any competent governmental authority, or of any person acting under the authority of any court of competent authority or of any competent governmental authority, that are effective and in force during the subsistence of this Agreement and are applicable to this Agreement; Trader represents and warrants that it shall strictly adhere to and ensure compliance with all Applicable Law and Change in Law.

"Appropriate Commission" shall mean the Central Electricity Regulatory Commission referred to in sub-section (1) of section 76 or the State Electricity Regulatory Commission referred to in section 82 or the Joint Electricity Regulatory Commission referred to in Section 83 of the Act, as the case may be.

“CERC” means the Central Electricity Regulatory Commission, as defined in the Electricity Act, 2003, or its successors.

“Change in Law” shall mean the occurrence of any of the following after the Effective Date:

“Contracted Energy” shall have the meaning ascribed to it in Clause 4.3 hereof;

“Distribution Licensee,” means a licensee authorized to operate and maintain a distribution system for supplying electricity to consumers in the area of supply, also referred to as “DISCOM”

“Drawl Point”, shall mean the point at the interconnection of transmission system or installation of the Buyer with specified network for the purpose of drawing electricity and it shall be consumer Bus/ point of interaction with state grid.

“Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it in Clause 4.14

“Open Access” means the non-discriminatory provision for the use of transmission lines or distribution system or associated facilities with such lines or system by any LICENSEE or TRADER or CONSUMERS or a person engaged in generation in accordance with the regulations specified by the Appropriate Commission.

“RLDC” (Regional Load Dispatch Center) means the center established under sub section (1) of Section 27 in the Electricity Act, 2003.

“Scheduled Capacity” shall mean the capacity approved by the nodal agency (RLDC/SLDC), monthly.

“SLDC” (State Load Dispatch Center) means the center established under sub section (1) of Section 31 in the Electricity Act, 2003.

“Units” or “kWh” means Kilo Watt Hour.

“Year” means a period of twelve (12) months.

Interpretation

References to a Person (or to a word importing a Person) shall be construed to include that Person’s successors in title and assigns or transferees permitted in accordance with the terms of this Agreement and references to a Person’s representatives shall be to its officers, employees, legal or other professional advisers, sub-contractors, agents, attorneys and other duly authorized representatives.

A reference to a Law shall be construed as including all Law consolidating, amending, modifying, supplementing, or replacing the Law referred to, Reference to any agreement, deed, document, instrument, rule, regulation, notification, statute or the like (including, this Agreement) shall mean a reference to the same as may have been duly amended, modified or replaced. For the avoidance of doubt, a document shall be construed as amended, modified, or replaced only if such amendment, modification or replacement is executed in compliance with the provisions of such document.

The singular of any defined term includes the plural and vice versa and any word or expression defined in the singular has the corresponding meaning used in the plural and vice versa.

Article headings in this Agreement are inserted for convenience only and shall not be used in its interpretation.

Obligations of Buyer:

Buyer shall install ABT (Availability Based Tariff) compatible interface metering system capable of energy accounting for each block of 15 minutes at Drawl Point and it also need to oblige any other technical requirement as stipulated by SLDC /DISCOM or any other Governmental agency which shall be communicated to the Buyer through Trader.

Application for scheduling of power under open access will be facilitated by the Trader on behalf of the Buyer.

Terms of the Agreement:

Contract Period : The term of this Agreement shall be for a period of _______ Year(s) starting from the Scheduled Delivery Date with a lock-in period of ____ Year(s). However, the Contract will be subject to Monthly Quantum as per the requirement of the Buyer. (For the tenure of the contract period).

Scheduled Delivery Date : The Scheduled Delivery Date shall be the date on which the supply of Green Power to the Buyer commences and is subject to the consent/clearance from SLDC/DISCOM.

Contracted Energy : The Buyer agrees to buy _________ Units of electricity during the Contract Period from Green Power plants at the Buyers periphery. The Buyer shall specify the monthly power requirement to the Trader by the 25th of the month and the same shall be delivered at the Buyer periphery. No change shall be permitted after such date. The Trader shall provide the unit confirmation to the Buyer by the 25th of month and the Trader will arrange for Official Memorandum from DISCOM on or before 10th of consecutive month.

Minimum Commitment : 90% / 70% as applicable

Open Access Charges : Transmission, wheeling, and other applicable loss & open access charges, if any, for injection of Power up to the Delivery Point shall be borne by the Trader. After the delivery point, all the Open Access Charges shall be borne by the Buyer. In case of any revision in the above charges notified by the Appropriate Commission either prospectively or retrospectively, such revisions upto delivery point shall be borne by the Trader & after delivery point shall be borne by the Buyer.

Open Access Approval : Responsibility of the Trader

Scheduling & Dispatch of Power : The Schedule and Dispatch of power shall be coordinated by the Trader with respective RLDCs/ SLDCs/concerned Distribution Licensee as per the relevant provisions of Indian Electricity Grid Code, various statutory regulations / orders of RLDCs/SLDCs/Regional Power Committees and framework of Availability Based Tariff.

Evacuation and Consumption of Power : The Buyer shall be responsible to buy the Contracted Energy at the Delivery Point as per the open access regulations applicable from time to time. It is agreed between the Parties that scheduling of power shall be as per Indian Electricity Grid Code (IEGC). Buyer shall buy the power in full as consented by the Trader except in case of Force Majeure conditions or transmission constraints.

PPA Tariff: Buyer agrees to pay Rs.____ per unit for the Units supplied by the Trader at Delivery Point.

During the applicable lock-in period, neither Party shall terminate the Agreement except for material breach, Force Majeure or by mutual consent.

After the lock-in period, this Agreement may be terminated by either party at any time during the Contract Period by giving the other Party Ninety (90) days of written notice.

This Agreement may be terminated by either Party by giving the other Party not less than Ninety (90) prior notice in the event of any breach by either Party of its material obligations under this Agreement, provided such breach has not been cured within 60 days from the date of receipt of such notice.

Termination hereof shall be without prejudice to the rights and obligations of the Parties that have accrued prior to the date of termination.

Upon termination of this Agreement, the rights of the Parties under this Agreement shall stand determined and the Parties shall return all Confidential Information in its possession to the other Party and certify the same in writing.

Either Party shall have the right to immediately terminate this Agreement by giving written notice in the following case:

The other Party makes an assignment for the benefit of its creditors.

The other Party goes into liquidation, or a winding up order is made against it, or it suffers the appointment of a receiver, trustee, or similar officer for the whole or part of its business or assets, or it files a petition seeking reorganization, composition or a similar relief, or it takes any action under any law regarding insolvency.

Billing and Payment

Revision of Schedule/ Cancellation of Open access: In case of revision/ cancellation of Open Access, the Party seeking revision/ cancellation of Open Access shall bear the entire cost on its account due to such revision/ cancellation as per the applicable open access regulations issued by Appropriate Commission.

Force Majeure : “Event of Force Majeure” shall mean any of the following events or circumstances or combination of the following events or circumstances which are beyond the reasonable control of the affected Party, which could not have been prevented by or by the exercise of reasonable skill and care and which (or any consequences of which) have a material and adverse effect upon the performance by the affected Party of its obligations under this Agreement:

Act of war, invasion, armed conflict, blockade, revolution, riot, strike, insurrection or civil commotion, terrorism, sabotage, fire, explosion or criminal damage.

Act of God, including fire, lightning, cyclone, typhoon, flood, tidal wave, earthquake, landslide, epidemic or similar cataclysmic event.

Non-grant of open access by SLDC for reasons other than attributable to actions/omissions of Trader.

Change in Law /Change in Regulation significantly impacting the Trader or Buyer or their obligations under this Agreement to the extent that such change in law has now made this Agreement illegal.

Regulatory intervention, as also orders from CERC/ SERCs/ Appellate Tribunal of Electricity/ High Courts/ Supreme Court /State Government/ SLDC/DISCOM significantly affecting the Trader or Buyer or their obligations under this Agreement.

RLDC/SLDC reschedule in case of forced outage.

Liquidated Damages: At the end of the Contract Period, the cumulative energy supplied shall be reconciled. In case the Trader has failed to supply the Minimum Commitment, for reasons other than event of Force Majeure, the Buyer shall be compensated, by way of liquidated damages and not as a penalty, at the rate of 25% of the PPA Tariff for the number of Units short-supplied.

Governing Law and Dispute Resolution

This Agreement shall be governed and construed in accordance with Indian Law.

The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer. In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator.

The seat of Arbitration shall be at __________ (Division should indicate the place), India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Agreement. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party. The Courts of __________(Division should indicate the place) alone shall have jurisdiction. Neither party shall be entitled for any pre-reference or pendent-lite interest and the Arbitral Tribunal shall have no right to award the same.

Others

Confidentiality : Parties agree that the Receiving Party: (1) Shall keep all parts of the Confidential Information strictly confidential and shall not disclose, sell, trade, publish or otherwise dispose of such Confidential Information, whether in whole or in part, including by means of photocopy or any other reproduction, whether electronic or otherwise, to or discuss the same with, any Third Party, other than its duly authorized employees, officers or directors, as applicable. When such Confidential Information is disclosed to such duly authorized key employees, officers or directors, such employees, officers or directors on a strict need-to-know basis, they shall be made aware of this Agreement and shall be made subject to confidentiality restrictions no less onerous than those contained herein; (2) Shall use the Confidential Information solely for the purposes of and towards furthering the purposes of this Agreement; (3) Shall, to the extent reasonably practicable, maintain a written record of the Confidential Information furnished to it, or otherwise in its possession, and of the whereabouts at all times of such Confidential Information and such written record shall be made available to the other Party on its request.

Indemnity : The Trader shall defend, indemnify and save harmless the Buyer, its affiliates each of their officers, directors, and employees from and against any losses, damages, liabilities, interests, fines, penalties, and expenses (including reasonable attorneys' fees) that arise out of or result from any and all claims in connection with (1) the acts and omissions of the Trader or third party providing services under this Agreement (2) non-compliance of applicable law (3) breach of its confidentiality obligations (4) death or injury or damage to property. Under no circumstances will Buyer be liable for indirect, special, consequential, or incidental losses or damages.

Change in Law : In case of change in law or restriction imposed by Regulators (Central or State) or Government (Central or State) or Appellate Tribunal for Electricity or Courts on any aspect of exchange of power, the same shall be binding on both the parties and there shall be no compensation applicable on such account.

Assignment : This Agreement and rights and obligations hereunder may not be partially or wholly assigned by any Party (and no Party shall create or permit to subsist any encumbrance over all or any of its rights and benefits under this Agreement) other than by mutual agreement between the Parties to be evidenced in writing.

Agency : It is understood and agreed between the Parties that this Agreement is on principal-to-principal basis and each Party is independent and not an agent or employee of the other Party. Each Party shall perform and execute the provisions of this Agreement as an independent entity and none of its officers, directors, employees, or agents shall be deemed to be the agents, representatives, employees or servants of the other Party. Nothing in this Agreement or in the arrangements hereby contemplated shall constitute any Party as the agent of the other Party. The Parties further agree that no employer-employee relationship shall be deemed to be created between a Party and the personnel employed by the other Party, whether directly or indirectly, in connection with fulfilling its contractual obligations hereunder and that each Party shall incur no liability in respect of any such personnel in any manner whatsoever.

Severability : The provisions of this Agreement are severable, and the validity of remaining Articles, provisions, terms and parts of this Agreement shall not be affected by a court, administrative board or other proceeding of competent jurisdiction deciding that an Article, provision, term or part of this Agreement is illegal, unenforceable, void, in conflict with any law or contrary to public policy. In such event the Parties shall, by amendment of this Agreement, properly replace such provision by a reasonable new provision or provisions which, as far as legally possible, shall approximate to the closest possible extent what the Parties intended by such original provision and the purpose thereof.

Amendment No oral or written modification, amendment, rescission, waiver, or other change of this Agreement or any of its terms or provisions shall be valid or legally binding on the Parties unless made in writing and duly executed by or on behalf of all the Parties, including without limitation, any purported modification, amendment, rescission, waiver, or other change of this itself. No amendments, supplements or modifications to this Agreement shall be made except by written agreement between the Parties.

No Waiver : A waiver by any Party of any default or default by the other Party in the performance of any of the provisions of this Agreement shall be effective only when executed in writing by duly authorized representatives of all Parties. A waiver shall never operate as or be construed as a waiver of any other or further default or defaults whether of a like or different character. Neither the failure by a Party to insist on any occasion upon the performance of the terms, conditions, and provisions of this Agreement nor time or other indulgence granted by a Party to the other or others shall act as a waiver of such breach of acceptance of any variation or the relinquishment of any such right or any other right under this Agreement, which shall remain in full force and effect.

Counterparts : This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which collectively shall be deemed one and the same instrument.

Notices : All communication, notices or information to be given under this Agreement shall be so given in writing. All notices must be delivered personally, by registered or certified mail or facsimile to the addresses below: Buyer: Hindustan Aeronautics Limited Attention: Email: Address: Trader: ____________________ Attention: Email: Address:

Language : The language of this Agreement shall be English and all documents, notices, waivers and all other written communication or otherwise between the Parties in connection with this Agreement shall be in English.

Immunity to Government of India : It is expressly understood and agreed by and between the Parties that HAL is entering into this Agreement solely on its own behalf and not on behalf of any other person or entity. In particular, it is expressly understood and agreed that the Government of India is not a party to this Agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that HAL is an independent legal entity with power and authority to enter into contracts solely in its own behalf under the applicable Laws of India and general principles of Contract Law. _(put name of the other party)_____ expressly agrees, acknowledges and understands that HAL is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the Agreement. Accordingly, __(put name of the other party)______ hereby expressly waives, releases and foregoes any and all actions or claims, including cross claims, impleader claims or counter claims against the Government of India arising out of this Agreement and covenants not to sue the Government of India as to any manner, claim, cause of action or thing whatsoever arising of or under this Agreement.

Entire Agreement : This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes and cancels any and all previous declarations, negotiations, commitments, communications, approvals, agreements and confidentiality agreements, either oral or written, between the Parties in respect thereto.

FMD/IMM-F/E/RT/26/1

DESCRIPTION

HAL, intends to procure green power from third-party power purchase for a period of 2 years for Bangalore, Lucknow, kanpur and Hyderabad divisions.

Supply of Green Power to HAL's Bangalore, Lucknow, Kanpur and Hyderabad Divisions as per the contracted demand and the terms of the Power Purchase Agreement. However, HAL reserves the right to include any other location within the same States on mutual agreement subject to approval of Competent Authority of HAL.

The Contract Demand (MW), Intake Voltage Level, existing Solar Power Plant capacity (connected under Net Metering), and the tentative annual Green Energy requirement (kWh) for HAL Bangalore, Lucknow, Kanpur and Hyderabad Divisions are furnished in Annexure-I, II, III, IV,V. The bidder shall consider the existing metering arrangement while planning the supply of Green Power through Open Access.

The Bidder shall mandatorily supply not less than 90% of the tentative energy requirement for Bangalore and Hyderabad and not less than 70% for kanpur and Lucknow. The monthly requirement may vary which shall be informed by HAL at appropriate time. HAL also reserves the right to offtake upto 10% additional energy provided the Bidder agrees to supply.

Seller shall execute the Agreement in the prescribed format with respective Divisions.

HAL shall pay the Successful Bidder as per the quoted tariff and the terms of the Power Purchase Agreement

Assisting HAL in obtaining statutory approvals and coordinating with DISCOMs, State Transmission Utilities (STU), SLDC, RLDC and NLDC, wherever applicable.

Seller shall submit the invoices and payments shall be made as per the terms of the Agreement.

The Bidder shall be a Power Generator, Power Trader or Power Supplier authorized under the Electricity Act, 2003 and applicable CERC and the respective State Electricity Regulatory Commission (SERC) Regulations to supply Green Power (Solar/Wind/Hydel or a combination thereof) through Open Access to HAL, Bangalore, Lucknow, Kanpur and Hyderbad divisions.

The Bidder shall obtain and maintain all statutory approvals, licences, registrations, Open Access permissions, scheduling approvals and other regulatory clearances required from the all concerned statutory authorities for uninterrupted supply of Green Power during the contract period.

The Bidder shall ensure that the quoted power is sourced entirely from Renewable Energy generating stations and shall comply with all applicable Renewable Energy, Open Access, Grid Code and Energy Accounting Regulations in force during the contract period.

HAL intends to procure Green Power through Third-Party Open Access for a period of Two (2) years from the date of commencement of supply.

The Power Purchase Agreement (PPA) shall have a Lock-in Period of one year from the date of commencement of supply for Bangalore Hyderabad , Lucknow and Kanpur. During the lock-in period, neither party shall terminate the Agreement except in cases of default, Force Majeure or by mutual consent. After completion of the lock-in period, either party may terminate the Agreement by giving 60 (Sixty) days' prior written notice, subject to fulfilment of all contractual and statutory obligations.

The successful Bidder shall be responsible for scheduling, forecasting, energy accounting, deviation settlement, coordination with SLDC, State Transmission Utility (STU), DISCOM and other concerned statutory authorities and compliance with all applicable Grid Code, Open Access Regulations and statutory requirements for supply of Green Power to HAL.

The Agreement shall become effective upon execution of the Power Purchase Agreement between respective Division of HAL and the successful Bidder and after obtaining all necessary statutory approvals and Open Access permissions from the competent authorities.

The quoted tariff shall remain firm during the Agreement period unless otherwise provided in the Tender/Power Purchase Agreement. The quoted tariff shall include all charges such as transmission charges, wheeling charges, transmission losses, wheeling losses, SLDC charges, scheduling charges, Open Access charges, NOC charges and all other applicable charges required for delivery of power at HAL's delivery point. Additional Surcharge and Cross Subsidy Surcharge shall be borne by HAL, as applicable

The electricity along with green attribute shall be transferred to HAL.

The refundable deposits are to be paid as per regulatory orders, same shall be paid by HAL

Power Purchase Agreement shall be executed as per draft agreement compliance enclosed.

GENERAL TERMS & CONDITIONS OF CONTRACT

Vendor should confirm that the Validity of the Quotation will be for 120 days.

Security Deposit: Applicable Bidders will be required to submit the Security Deposit equivalent to 5% of the total annual value against validity of 2 years excluding taxes (If taxes and duties quoted separately otherwise total order value quoted) of the order within 15 days of issuance of purchase order by way of Demand Draft or Bank Guarantee (including e-Bank Guarantee) in a prescribed format of HAL from a scheduled Bank in India/Bank of International repute (for foreign vendors) which shall be valid up to 60 days after the completion of contract period/ last supply. Security Deposit (SD) will bear no interest. In case SD is not submitted within the stipulated time, Purchase dept. may pursue the Vendor up to another additional 15 days for submission of SD.

Tender Evaluation: the tender will be evaluated on Line item basis

Integrity Pact : Applicable

Indemnity Clause : Agency has to submit the indemnity bond for indemnifying HAL against all claims whatsoever from the workman and statutory agencies. This should be submitted after placement of order on a stamp paper of Rs.200/- as per the format attached.

As per the directives of Govt. of India, Ministry of Micro, Small & Medium Enterprises (MSME-MSMED ACT 2006) HAL Facilities Management Division has earmarked to procure goods worth 20% from MSMEs with a sub target of 4% of these 20% from MSMEs owned by SC/ST Entrepreneur, copies of the same should be scanned and uploaded along with offers for consideration. In line with directives, the procurement against this enquiry being line wise non-splitable/non-divisible category, “The participating MSEs shall be allowed to supply 100% of the total tendered quantity subject to the quoted price of MSE falls within the price band of L1+15% and such MSE agrees to match with L1 price (where L1 is non-MSE vendor). The Vendors claiming price preference as per the MSME Act required to provide the UAM number and the UAM Certificate along with the quotation.

REMARKS

FMD/IMM-F/E/RT/26/1

Details required by HAL

Description

Units to be purchased ( Bangalore, karnataka state) per Annum

Quantum proposed to be supplied from different sources

Unit rate per kWh from each source

Cross Subsidy Surcharge Applicable

Additional Surcharge Applicable

Cumulative cost of supply for HAL from all sources

Units to be purchased (Lucknow and Kanpur, UP state)

Quantum proposed to be supplied from different sources

Unit rate per kWh

Cross Subsidy Surcharge Applicable

Additional Surcharge Applicable

Wheeling charges Applicable

Cumulative cost of supply for HAL from all sources

Units to be purchased (Hyderabad, Telengana State)

Quantum proposed to be supplied from different sources

Unit rate per kWh

Cross Subsidy Surcharge Applicable

Additional Surcharge Applicable

Wheeling charges Applicable

Cumulative cost of supply for HAL from all sources

DESCRIPTION

Goods & Service Tax: Applicable GST should be clearly indicated (in % & Rs.) or shall be deemed as included.

The Service Provider warrants to have valid registration under applicable provisions of GST. A copy of the Registration certificate should be submitted along with the offer.

Service provider’s right to payment is subject to submission of a valid Tax Invoice which would enable the Service Recipient (HAL) to claim Input Tax Credit in Compliance with the provisions of the GST.

Service Provider also warrants to duly comply all relevant provisions of the GST Laws including filing returns, paying taxes within the stipulated period so that no hindrance can be faced by HAL to claim Input Tax Credit as per provisions of the GST Law.

Service Provider shall fully indemnify to Service Recipient (HAL) on first demand against any claims, liabilities, actions, demands, Loss, Costs and expenses occurred/ imposed to the Service Recipient (HAL) on account of his failure to fully/ partially discharge the statutory levies in time, or his failure in adherence of the applicable laws in force.

Validity of Quotation - Vendor to confirm that the validity of the quotation is for 120 days

AGREED / NOT AGREED