Draft PPATerm Sheet for 7 MW Solar Power Sale

Sl. No. Heads Particulars

1. Tenure [25 10] years, ( 10 years initial tenure, thereafter, it can be

further extended with mutual consent)

2. Plant Capacity 7 MW Commented [S1]: Capacity to be checked w.r.t losses for

3. Type of Plant Grid Connected , Ground Mounted. guaranteed generation.
4. Type of Supply Open Access, Third party sale based on mutual PPA
between buyer and seller
5. Seller and Buyer Buyer -----------
Seller: IPCL Ultimate SunSystems Pvt. Ltd or its SPV to
be created for setting up proposed Solar Power plant.
6. Total expected annual 98 lacs units (in case of Ambala/ Y.Nagar location on
generation from the plant leased land).
1050 lacs units ( in case of M.Garh location land on
outright purchase/ lease)
7. Expected Plant cost Rs.28 crores ( Without land cost)
Rs. 32.50 crores ( With Land cost)
8. Contracted Energy 98 Lacs units/ 1050 lacs units on annual basis for the first
year of operation.
Annual degradation – 1%
9. Energy Guarantee and Guaranteed energy to be delivered by Seller - Contracted
Penalty Energy. This shall be 90% of Contracted energy.
Guaranteed energy to be off taken by Buyer –Contracted
Energy plus and minus 120 % of the Contracted Energy
supplied by the Seller to the Grid.

In case of there is shortfall for a continuous period of three

years, Buyer has a right to terminate the Agreement.

Incase Buyer does not off take the entire Committed

Energy, it shall be liable to pay for the shortfall.

10. Solar Tariff and Escalation Rs. 4.50 /KWh fixed for first 102 years. (Any charges or
taxes like Open Access, Transmission, Distribution losses
etc if levied that shall be payable by the Buyer.).
Or
Rs.5.75 per unit fixed in case Open access and all other
charges under third party sale is to be borne by seller.

Escalation: [Nil %] per annum on the last Tariff for the

entire Term;

The Tariff is exclusive of any and all Open Access Charges

and other taxes.

11. Payment Security Security Deposit – equal to 36 month’s billing based on the
Contracted Energy in the shape of Irrevocable, revolving
BG of equivalent amount in favour of Seller.

12. Time to commission the 12 months from the date of PPA.

Project (COD)

13. Late Payment Surcharge 1.5% per month

14. Early Payment Discount Not allowed.
15. Covenant Seller:
 i) obtain and maintain in full force and effect,
the relevant Approvals;
ii) design, finance, develop, install, operate and
maintain the Facility during the Term.

iii) undertake regular operations and

maintenance of the Facility and the
interconnection facilities, in accordance with
Prudent Utility Practices;
iv) enter into a Wheeling Agreement with
Discom(s) or any other Government
authority as the case may be for the wheeling
of the Solar Energy to Buyer as per the
prevailing rules and regulations. The Buyer
shall provide necessary details and assistance
as may be required for this purpose.
v) fulfil all other obligations specifically
undertaken by it elsewhere in this
Agreement.
vi) keep complete and accurate records and all
other data as may be required under the Laws,
concerning the proper administration of this
Agreement or Wheeling Agreement and the
operation, management and maintenance of
the Facility.

Buyer:
i) accept and off-take up to the Committed
Energy at all times..
ii) pay to the Seller the Tariff for the Delivered
Energy subject to maximum cap of
Committed Energy;
iii) be ready with the infrastructure required for
open access including but not limited to installation
of ABT meter at least 3 months before the scheduled
COD;
iv) maintain sufficient and adequate funds with itself, to
meet its all payment related obligations under this
Agreement;
v) comply with Applicable Laws and cooperate and
provide all reasonable assistance to enable the Seller
to perform its obligation hereunder;
vi) perform all of its other obligations mentioned
expressly or impliedly elsewhere in this Agreement;
vii) cooperate and execute all such documents/
instruments, as may be required by the Seller, to
arrange or secure financing from the Seller’s lenders/
creditors, interests in the Facility, and amongst others,
acknowledging their rights of step-in/ substitution of
the Seller under the Project Agreements including
this Agreement, in accordance with the terms of the
relevant financing and security documents;
viii) corporate with Seller to obtain necessary approval,
permission that may be required for Seller to fulfil its
obligations under this Agreement.

16. Assignment/Novation A party can not assign the Agreement without prior written
consent of the other Party, except the assignment to its
 affiliate. Further such consent shall not be unreasonably
withheld so far the assignee:
(a) has the financial standing to perform obligations
under this Agreement;
(b) credit worthiness similar to the assignor;
(c) agreed expressly to assume all obligations and
liabilities under the Project Agreements from the
date of assignment, without any caveat;
(d) is in a position to perform the assigned portion; and
(e) has agreed to execute all the necessary documents
and instruments, as may be required by the other
Party concerning such assignment.
The Buyer acknowledges and agrees that the Seller may,
without prior consent of the Buyer assign its rights,
entitlements, interests and benefits and transfer its
obligation under this Agreement or create an Encumbrance
on the Facility by way of security in favour of its lenders,
and/ or create a right of step-in/ substitution in their favour.

17. Change in law Any financial implication because of change in law i.e
increase or decrease of any tax/ charges/duties shall be to
the account of Buyer. TBD

18. Events of Default Seller’s event of default

i) deliberate and willful failure or refusal to
perform any of its material obligations.
ii) failure to deliver the Contracted Energy for a
continues period of three years.
iii) Insolvency/Bankruptcy of the Seller;
iv) the Seller repudiates the Agreement

Buyer’s event of default

v) failure or refusal by the Buyer to perform any
of its obligations under the Project
Agreements, including but not limited to the
obligations related to payment.
vi) Insolvency/Bankruptcy of the Buyer.
vii) the Buyer repudiates the Agreement.

19. Termination of Agreement For Convenience:

The Agreement cannot be terminated by either Party for
Convenience or without cause.
In the Event of Default:
Upon occurrence and continuance of the default for a
continuous period of 30 (thirty) days, The non defaulting
Party will issue the default notice and allow 60 days period,
unless a longer period is mutually agreed, to cure the
default,;

If the default is not cured within cured period the non

defaulting Party may terminate the agreement by giving
another 30 days notice;

20. Consequences of Events of In case of Seller’s Defaults:

Default i)Seller will remain liable to pay all the dues towards
compensation etc. up to the effective date of termination, if
any.
In case of Buyer’s Defaults:
 i) Buyer will remain liable to pay all Tariff,
charges, dues and other payments up to the
effective date of termination.
ii) If Seller terminates the Agreement due to
default of Buyer, then, the Buyer shall be
liable to pay the Termination Fee as pre
agreed liquidated damages to the Seller
within 7 days of date of Termination. The
Termination Fee payable in such case shall be
in addition to the amounts due and payable by
the Buyer to the Seller elsewhere pursuant to
this Agreement.

“Termination Fee” shall means the liquidated

damages the parties agree to be paid by the Buyer
in case of early termination of the Agreement
which shall represent the present value of net cash
flow to be accrued to the Seller for the balance
term of the PPA, as agreed and defined in
Agreement.

PPA:
Termination right will not be with either party unless until mutually agreed and all dues as
well as project value is not paid at fair market price to seller.
A. In case of Mergers, acquisitions & takeover PPA Agreement will be in force with new
company taking over or merged for balance of years or Seller need to be paid at fair
market value and mutually agreed price.
B. In Case of liquidations, insolvency, factory wind up or similar cases, Seller will have
priority right and Lien on assets to recover its project value.
C. In case there are defaults in the obligations under PPA like non clearance of payments
in stipulated time, limitations in site control rights resulting in generation losses,
damage to equipment / grid connectivity if any Party is found guilty of fraud, willful
misconduct or gross negligence. Seller may give notice for termination subject to
recovery of dues, Relocation cost, Generation losses and present cost of project