HIMACHAL PRADESH STATE ELECTRICITY BOARD LIMITED(A State Government Undertaking)

Superintending Engineer (Designs), Power House Electrical, H.P.S.E.B. Ltd., Sunder Nagar, Distt. Mandi H.P. – 175 019

Tel./Fax 01907 262596, Email – smallhydel@rediffmail.com, sephe@hpseb.in

“BID DOCUMENT”

Bid Spec. No. HPSEBL/PHE/THIROT/O&M/2011 for leasing out the 3 x 1.5 MW Thirot Hydro Electric

Project in Distt. Lahaul & Spiti of Himachal Pradesh for Operation, Maintenance and Augmentation.

Cost of Bid Documents: - Rs. 5000/- only.

INDEXSr. No. Description Page No.

1 Information for Bidders (INFB) 12 Instructions to Bidders (ITB) 83 General Conditions of Lease (GCL) 174 Technical Requirements & Instructions. 385 Forms and Procedure (FP)

Annexure of Bid Forms A-1Annexure of Price Schedules A-2Annexure of Form of 'Notification for Award of Work.’

A-3

Annexure of Form of Lease Agreement. A-4Annexure of Performance Security Form. A-5Annexure of Form for Handing Over/Taking Over of Power Plant

A-6

Annexure of Schedule & Details Of Facilities A-7

INFORMATION FOR BIDDERS

1.1 Introduction

Thirot Hydro Electric project utilizes the waters of Thirot Nallah for power generation on run of the river basis. Thirot Nallah is a tributary of river Chenab and joins the same near Thirot village after traversing a distance of 24 kms from its origin. Thirot Nallah originates at an altitude of 6975 m (20, 000 feet) from near Gang Stang glacier and has very steep slopes in the upper reaches. The slope gets gentler as it proceeds towards the confluence of Thirot Nallah with the river Chenab. However, in a length of about 3 kms near the confluence a fall of approximately 250 metres is available which has been utilized to generate 4.5 MW of power.

1.2 CIVIL WORKS

Sr. No. Description

1. Diversion structures About 2.5 km upstream of Thirot village.

Power House Near Thirot Village between Thirot Nallah and Chenab river.

2. HYDROLOGY

Catchment area at diversion 187 Sq. Km.

90% available discharge 0.9 cumecs

Design discharge 2.45 cumecs

Design flood discharge 250 cumecs

3. DIVERSION WEIR

Type Trench type

Length between abutments 12 metres

No. of bays 1

Average bed level 2970.00 metres

4. DESILTING TANK

Type Underground

Length 37.95 metres

Width 5.50 metres

Particle size to be removed 0.2 mm

5. WATER CONDUCTOR SYSTEM

a) Tunnel 1075.00 metres

1

Size 1.8 metre, D-shaped

b) Power channel length 710.00 metre (cut & cover)

568.00 metre (RCC Box)

Size 1.5 x 1.63 and 1.5 x 2.25/3.61 m

Design discharge 2.45 cumecs

6. FOREBAY-CUM-STORAGE TANK

Capacity 6750 cubic metre

Length 73.50 metre

Width 17 to 36 metre

7. PENSTOCK

Number One (Trifurcated near Power House).

Length 556 metre

Internal diameter 0.8 metre for main to 0.7 metre for branch pipe

Design Discharge 2.30 cumecs

8. POWER HOUSE

Installed Capacity 3 x 1.5 (4.5 MW)

Turbine Type Pelton Horizontal

Gross head 258 metres

Net Head 245 metres

Maximum Tail water level 2704.02 metres

Minimum Tail water level 2703.57 metres

9. TAIL RACE CHANNEL

Length 65 metres

Design discharge 2.30 cumecs

Cross Section 1.7 m x 1.5 m

10. DESIGN ENERGY 28.820 GWH

The project was commissioned successfully in 1995. However due to settlement which occurred in the power channel of the entire overburden zone between landslides, a

2

portion of the open channel of water conductor system was damaged during the year 1996. As a short term solution 0.98 m dia. M.S. pipe in the first land slide reach and 0.60 m dia. HDP pipe in the 2nd portion of the land settlement reach of the power channel respectively have been installed at site to generate 1 to 1.50 MW power to feed the total requirement of the valley. Presently discharge for only one unit is available.

The work of restoration of water conductor system of Thirot HEP by constructing +1338 m long 1.80 m dia. D-shaped HRT and 189 m adit is under progress and is likely to be completed by 31.10.2011. The tenders for modification/reconstruction of the upstream side & downstream side of the trench weir at intake of the project also stands awarded. The working season to carry out this modification work is very limited i.e. mid September to mid November in a year (2 months) only.

1.3 ELECTRICAL WORKS

3 nos. Horizontal Pelton turbine-generating units are installed to generate 1.5 MW each at 11 kV and stepped up to 33 kV through 3 nos. 1.85 MVA, 11/33 kV generator-transformers for transmission to various load centres by providing two 33 kV feeders & four 11 kV feeders. All the three units have been commissioned in 1995.

Sr. No. DescriptionTurbine: -

1. Name of Manufacturer BHEL-Bhopal2. Type of turbine Pelton, Horizontal Shaft3. Rated output at rated net head 2125 MHP4. Rated speed 750 R.P.M.5. Rated Head 245.00 M6. Rated discharge 0.80 Cumecs7. No. of jets 28. Runner Cast-welded, stainless steel

(13Cr4Ni), Generator: -

1. Name of Manufacturer BHEL-Bhopal2. Type & reference Horizontal water wheel, A.C.

Synchronous generator.3. Generation voltage 11 kV at 50 Hz.4. Rated output at 0.90 power factor

at any voltage in the operating range.

1666.67 kVA

5. Rated speed 750 R.P.M.

E.O.T. crane of capacity 15/2 tonnes is provided in the power house for maintenance of the equipment.

1.4 Year of CommissioningThe project has been commissioned in October, 1995.

1.5 Completion cost of the ProjectThe complete cost of the project including Civil & Electro-Mechanical works is Rs.6018.05 lacs plus Rs. 685.64 lacs I.D.C. = Rs. 6703.69 lacs.

1.6 Depreciated costThe depreciated cost of the project as on 31.03.2010 is Rs. 3927 lacs. This cost is however exclusive of the expenditure incurred/being incurred on the construction of the +1338 m long 1.80 m dia. D-shaped HRT and 189 m adit.

3

1.7 Year wise actual generation and O&M expensesYear wise actual generation since its completion is as under: -

Sr. No. Year Total generation excluding auxiliary

consumption in KWH

Remarks

1. 10/1995 to 03/1996 17350502. 1996-1997 58012283. 1997-1998 124080804. 1998-1999 33996705. 1999-2000 90147206. 2000-2001 89301817. 2001-2002 72379338. 2002-2003 69652159. 2003-2004 490158510. 2004-2005 571559011. 2005-2006 301289012. 2006-2007 844152013. 2007-2008 854300014. 2008-2009 714181015. 2009-2010 797001016. 2010-2011 9020000

Presently Power is being generated by operating Unit Nos. 2 & 3 one at a time as the discharge is available for only one machine. Unit no.-1 is out of service since 2008. Overhauling of the bearings and realignment of Unit No.-1 is in progress and it is expected that the unit shall be made operational by 30 th November, 20111. The case for procurement of 110 volts 200 AH battery bank is at an advanced stage of finalization.

1.8 Purpose of the Invitation for Bid

The Himachal Pradesh State Electricity Board Limited Shimla, requires uninterrupted generation of power at its 3 x 1.5 MW Thirot Hydro Electric Project, maximized energy output from the available discharge and unhindered evacuation of power supply and distribution in the local area. The power factor, output in KW, KVAR, current and voltage form the basis of quality power supply. The Bidder will Operate, Maintain, Repair & Augment the power plant and will co-ordinate and establish liaison with concerned authorities of HPSEB Ltd. or any other concerned department and will act as required to achieve the following objectives: Streamlined and efficient Operation and Maintenance (O&M) of the power plant on

complete basis in every respect. Minimizing plant down time and trippings etc. and optimizing generation Quality power supply Adherence to all relevant rules and regulations, instructions and safety measures in

accordance to the existing laws and utility practices & standards. Adherence to standard approved maintenance schedules and operation procedures of

various plant equipment/systems. Maintenance and repair of the power plant to keep the same in excellent working

condition at all times. Maintenance of the Civil Components of the project viz. intake, de-silting, water

conductor system, forebay, penstock, tail race, tail race outfall and power house building etc.

Augmentation of the Hydro Electric Project from 4.5 MW to 6.0 MW or 9.0 MW with a few modifications and additions in the existing Civil & Hydro-Mechanical components.

4

The Lessee is to ensure that these requirements are timely met and speedy operation and maintenance is carried out round the clock. The energy generation at the plant is to be maximized by minimizing plant down time, operating at higher output and efficiency of equipment to ensure ‘optimal utilization of water resources’ and timely PLANT repairs and maintenance based on monthly targeted energy outputs and plant running hours. The longer life of the plant and machinery and civil structures will also be ensured. The optimal utilization of water resources to maximize power generation is the essence of the lease agreement for O&M and augmentation of the plant.

1.9 Brief Scope of Work

The Lessee, under the conditions specified, will act on behalf of the Himachal Pradesh State Electricity Board Limited, to achieve the objectives as specified in clause – 1.8 above to co-ordinate, liaise, maintain, operate, repair and augment the power plant. The Lessee shall be responsible for de-silting & its disposal & disposal of trash from the plant site to a suitable place decided by the HPSEBL near to the plant for the period of ‘Lease’, to supply electricity to Himachal Pradesh State Electricity Board Limited grid at the interconnection points and observe the environmental, social, safety, labour laws and other regulations in force, obtain all necessary authorizations and adhere to laws of the State and Govt. of India. i) The Lessee will supply the power up to 4.5 MW to HPSEBL free of cost

as per monthly chart enclosed with bid document/Lease agreement. ii) Entire generation over and above the mentioned at (i) above can be used

by the Lessee as construction power for the newer projects.iii) The Lessee will construct his own transmission lines for the evacuation

of power to the project and in case Lessee uses HPSEBL lines, the wheeling charges will be as per the norms allowed by the Regulator.

iv) In case HPSEBL is not able to utilize their share of power, the Lessee may purchase the balance power at the bulk supply rate as approved by the Regulatory Commission.

v) In case generation is in excess of the requirement of the Lessee, the Lessee can sell the same to HPSEBL at the pooled rates fixed by HPSEBL, in case HPSEBL is willing to purchase the same”.

The Lessee is to carry out round the clock plant operations and maintenance for supply of electricity to HPSEBL, record and report all plant operations, Plant data and Maintain & submit data on daily, weekly, monthly & annual basis to HPSEBL and perform manual observations for power generation, discharge regulation and maintain water levels upstream and downstream of the plant. The complete plant data shall be handed over by the Lessee to the Owner on approved formats in compact discs in addition to the hard copies. The Lessee will be required to safeguard the hydraulic regime of the water conductor system at all times and at all costs. The Lessee will ensure coordination and liaison with all concerned authorities on behalf of HPSEBL, take all safety measures and safe custody of the plant and equipment within the laws of the State and Govt. of India.

The lessee is allowed to augment the project from 4.5 MW to 6.0 MW or 9.0 MW within the domain of existing project as far as possible.

A study has been carried out by the Chief Engineer (I&P), HPSEB Ltd. Sundernagar to explore the possibility of enhancing the capacity of Thirot HEP.

As the project is under operation and the components of the projects had been designed for a design discharge of 2.30 cumecs, hence the capacity of the project can only be enhanced up to the existing allowance for enhancement in components, if any. The water conductor system provided can carry a design discharge of 3.09 cumecs with water depth of 1.35m and free board of ± 45 cm. The size of the forebay is capable to provide a peaking storage of ± 38 minutes. The existing penstock of 0.80 m dia. may carry a design

5

discharge of 2.94 cumecs with velocity of flow 5.85 m/sec., which is within the permissible limit. Hence, the installed capacity of the project may be enhanced up to 6.00 MW.

As per above, if the capacity of the project is increased from existing 4.50 MW to 6.00 MW, the following modifications/additions will have to be carried out: -

i) The height of lining provided in the water conductor system will have to be extended from 0.90 m to 1.80 m i.e. the full section, due to increase in water depth.

ii) A discharge of 2.94 cumecs approximately shall be required to generate 6 MW and as per the hydraulic data of the project, this discharge is available from 1st May to 10th October i.e. 5 months & 10 days.

iii) The trench weir earlier designed for 3.60 cumecs discharge will be modified to draw a total discharge of 4.544 Cumecs (i/c 20% discharge for shingle flushing (0.909 Cumecs), 15% for silt flushing (0.545 Cumecs) and 0.15 cumecs for irrigation).

iv) To provide an additional branch penstock for the fourth unit.v) To provide and install an additional generating unit of 1.5 MW.vi) As the capacity of the existing power house building is not sufficient to

accommodate four units, hence the extension of power house building is required.vii) Some modifications in de-silting tank and forebay will also to be carried out due to

increase in design discharge.

For carrying out the above modifications/additions, in order to enhance the capacity of the project from 4.50 MW to 6.00 MW or 9.00 MW, a maximum period of 2 years is shall be allowed, for which the project will have to be shut down and an alternate arrangement will have to be made to meet the electricity requirement of Lahaul Valley.

“Initial Lease term shall be 20 years. After completion of this Lease period, the project will revert back to HPSEB Ltd. free from all encumbrances along with all the transmission lines. The Lease period can be longer than 20 years, if desired by HPSEB Ltd. HPSEBL shall monitor the progress of the project(s) under construction by the IPP with a right to cancel the lease, in case the obligations are not performed/fulfilled as per the lease agreement to be signed.”

1.10 Handing Over of the Power Plant:

The power plant will be handed over to Lessee simultaneously for Operation & Maintenance and augmentation. The Notification for Award of Lease will be issued to the Lessee. The Lessee will be given one month notice from the date of issue of Notification for Award of Lease to identify and post his personnel, (Plant Manager, Electrical Operators and helper etc.) to obtain 2 weeks training in O&M of the plants from the engineers of manufacturers/HPSEBL or any other agency. The training of Lessee’s personnel will be at the expense of Lessee and without any cost to the Owner. Thereafter, the Owner will give a further notice of 15 days to the Lessee to mobilize and position his personnel, as per requirement of Lease Agreement. The Lessee will be at liberty to mobilize and to position his personnel at any time within 15 days after training. Thereafter the plants will be handed over to the Lessee in ‘as found conditions’ who will immediately commence the O&M of the plants. However, prior to the handing over the plant the Lessee & Owner will carry out joint inspection and a defect list to this effect will be prepared. Based on this report, the Lessee at his own cost shall immediately take up the necessary repairs of defective equipment. Any system improvement and augmentation of the project can be proposed by the Lessee with cost benefit analysis the implementation of which will be at the sole discretion of the Owner but the cost of system improvement and augmentation shall be borne by the Lessee.

6

1.11 Bidders to Inspect Site and Obtain All Information

1.11.1 The Bidders at their own cost and in their own best interest, with prior permission of HPSEBL, should inspect and examine the power plant conditions and its surroundings and satisfy themselves, before submitting their bids, in respect of the site conditions, including but not restricted to the following which may influence or affect the O&M work and cost thereof under the Lease Agreement.a) Plant condition includes a general reconnaissance of plant site including head race

channel, tail race channel, other civil structures such as water intake, power house, bypass channel, Village Road (VR) bridges, switchyard area etc. and all plants and equipments in the power house and switchyard including hydro mechanical gates etc.

b) Plant conditions also include access to the site, and other means of transport/communications for use by him in connection with the Lease Agreement.

c) Plant condition also includes any other information pertaining to and needed for carrying out the work under the Lease Agreement including information as to the risks, contingencies and other circumstances which may influence or affect the O&M work or the cost thereof under this Lease Agreement.

1.11.2 Manufacturer’s O&M manuals & drawings in respect of major plant and equipment and civil, electrical, mechanical and hydro mechanical equipment are available at site and the same can be seen by the bidder on request.

1.12 Location & approach to Project Site

1.12.1 The project is located in Lahaul & Spiti district of Himachal Pradesh. The diversion weir site has a latitude of 320-41’-30” and a longitude of 760-47’-30” where as the power House is located at a latitude of 320-41’ and a longitude of 760-47’. The Project site is approachable through Rohtang Pass which separates the Beas catchment from the Chenab catchment.

1.12.2 The Bidder at his cost shall be responsible for all safety aspects during execution of the works.

1.12.3 The Bidder shall deemed to have familiarised himself with the nature, environment, conditions and any limitations or restrictions on road to be used by him during the period of the Lease. The Bidder shall also take into consideration access limitations that may result in the event of slips/slides of hill slopes or due to any other reasons arising due to the local climatic/geographical conditions. HPSEB Ltd. shall not entertain any claim from the Bidder on this account.

1.13 TRANSPORT FACILITIES AVAILABLE IN THE AREA

1.13.1 Bus Service: Thirot Project site is connected by motor able road from Manali. The road passes through the Rohtang Pass which is 13,050 feet above Mean Sea Level. The pass experiences snow fall of 30 to 40 feet during winter and the valley remains cut off for six months from November to April. The route from Chandigarh to the project site is via Kiratpur, Bilaspur, Sunder Nagar, Mandi, Kullu, Manali, Rohtang Pass, Koksar and Thirot covering a road distance of approximately 480 Kms. The power house is about 140 Kms. from Manali. Bus service is available from the project site to Delhi, Chandigarh, Shimla and other places.

1.13.2 Air Traffic facilities/Air services: The project site is about 190 km from Bhuntar Air Port, which is linked to Chandigarh, New Delhi and Shimla. The Air services are available daily throughout the year except during winter when it is not possible to land

7

the air craft due to bad weather or fog. Helicopter service from Bhuntar to Udaipur is also available during winters.

1.13.3 Goods Transport: Several services (Truck operator's Unions) located at Keylong, Manali, Kullu, Mandi, Aut, Barmana, Bilaspur ply their fleet of trucks. The nearest petrol/diesel pump is at Udaipur (15 kms further away), however, a number of petrol/diesel pump stations are located en-route Kiratpur Sahib to project site.

1.14 COMMUNICATION FACILITIES AT WORKS SITE

The work site is well connected with STD & ISD facilities.

1.15 CLIMATE / WEATHER

The project area lies between 2708 m to 2970 m. The rainfall is scanty. The winter precipitation falls mostly as snow or sometimes rain depending upon the altitude and other meteorological conditions. Winter temperature falls upto -20 degree Celsius.

1.16 LABOUR AVAILABILITY

No skilled labour is available locally. Most of the skilled labour has to be brought from outside. However, the Bidder shall make maximum efforts to explore the availability of local labour of various categories and give preference to employ them to the extent possible. Liaison and good relation with locals is very essential.

1.17 ACCOMMODATION

HPSEBL has constructed/developed some accommodation/residential quarters at different locations of the project for its own employees. Out of this available accommodation HPSEBL shall provide to the successful Bidder residential quarters for accommodating his O & M staff. However rent of the accommodation being used by the Bidder and as assessed by the competent authorities of HPSEBL shall have to be paid by the Bidder. The recovery of this rent shall be made from the monthly invoices submitted by the Lessee.

1.18 WORKSHOP FACILITIES

Nearest workshop facilities for carrying out minor machinery jobs etc. will be available at Manali, Kullu and Mandi. For major works facilities either at Chandigarh, Ludhiana or Batala shall be available.

1.19 LABOUR LICENCE

1.19.1 The Bidder shall be required to obtain labour licence for deployment of labour from the Labour Department.

1.19.2 The Bidder shall strictly adhere to the labour laws and minimum wage act prevailing in the State of Himachal Pradesh.

1.20 MEDICAL FACILITIESThe Bidder shall provide necessary medical facilities at the project site at his own expenses for his workers.

8

INSTRUCTIONS TO BIDDERS

2.1 GENERALHimachal Pradesh State Electricity Board Ltd., the Owner, has issued an invitation for Bids (IFB) and will receive Bids, from eligible Bidders, for the Operation & Maintenance and Augmentation of the 3 x 1.5 MW Thirot Hydro Electric project including all costs such as O&M personnel, spare parts, consumables, Lessee’s enabling facilities (van etc.)

2.2 ELIGIBILITY AND QUALIFICATION REQUIREMENTSa) It is necessary that the Bidder should be a registered Firm/Company/Association

of Firms/Joint Venture under the Indian Companies Act, 1956 or under the laws of the State of Himachal Pradesh or equivalent within India.

b) The Bidder must have at least three years experience in operation or in maintenance (as Contractor/Lessee) or in Operation & Maintenance of power generation projects of 1 MW or above having sufficient managerial and technical capabilities or must have implemented agreements/contracts for operation or/and maintenance of power projects of 1 MW or above capacity with minimum Rs. 1.5 Crore annual turnover of the Company in each of the last three Financial Years. The Bidder can also be an Independent Power Producer (IPP) having one or more Hydro Electric Power projects allotted to him by the Himachal Pradesh State Government for implementation in Lahaul & Spiti District of Himachal Pradesh and desirous of using the surplus power from the Thirot HEP for construction power requirements of the allotted Hydro Electric Power projects. The Bidders shall furnish documentary proof in support of their experience/eligibility and shall also furnish the balance sheet duly audited as a documentary proof.

c) The Bidder must have an operating Bank account for the last more than two years with any Nationalized Bank in India and should be in a position to provide a Performance Guarantee of Rs.25,00,000/- (Twenty Five lacs) valid for the full duration of the Lease.

d) The Bidder shall also furnish an affidavit duly attested by a Notary Public that he is not black listed by any State or Agency.

e) The Bidder should have Income Tax, Service Tax, CST (VAT) Employee Provident Fund registrations as required under rules anywhere in the Country but will also get registered with the Excise & Taxation Department and Labour Department in Himachal Pradesh within two months from the date of award of the O & M Lease.

f) The Bidder from outside H.P. although registered with the Chief Electrical Inspector anywhere in the Country shall have to get registered with the Chief Electrical Inspector to H.P. Government within two months from the date of award of the O & M Lease.

g) The Bidder should have a team of qualified professionals & highly skilled artisans.h) The Bidder shall have sufficient and adequate tools & tackles for executing the

work of Operation & Maintenance of the Hydro Electric Project.

2.3 LOCAL CONDITIONSThe Bidder is strongly advised to visit and examine the Hydro Electric Project site and its surroundings including approaches to project & work site, space for storage, workshop, offices & colony, ventilation, power and communication and obtain for himself on his own responsibility all information that may be necessary for preparing the Bid and entering into a Lease Agreement. The cost of visiting the site shall be at Bidder's own expense. The Owner will assist interested Bidders to see and inspect the site.

9

Bid Documents

2.4 CONTENT OF BID DOCUMENTS2.4.1 The Bidding procedures, Lease Agreement terms and technical requirements are

prescribed in the Bid documents. The Bid Documents will include the following:- Information for Bidders (INFB) Instructions to Bidders (ITB) General Conditions of Lease (GCL) Technical Requirements & Instructions. Forms and Procedure (FP)

Annexure of Bid Forms Annexure of Price Schedules Annexure of Form of 'Notification for Award of Work.’ Annexure of Form of Lease Agreement. Annexure of Performance Security Form. Annexure of Form for Handing Over/Taking Over of Power Plant Annexure of Schedule & Details Of Facilities

2.4.2 The Bidder is expected to examine all instructions, forms, schedules, terms, specifications and other information in the Bid Documents. Failure to furnish all information required by the Bid Document or submission of a Bid not substantially responsive to the Bid Documents will be at Bidder's risk and may result in rejection of his Bid.

2.5 TIME SCHEDULE“Initial Lease term shall be 20 years. After completion of this Lease period, the project will revert back to HPSEB Ltd. free from all encumbrances along with all the transmission lines. The Lease period can be longer than 20 years, if desired by HPSEB Ltd. HPSEBL shall monitor the progress of the project(s) under construction by the IPP with a right to cancel the lease, in case the obligations are not performed/fulfilled as per the lease agreement to be signed. ”

Preparation of Bids

2.6 LANGUAGE OF BIDThe Bid prepared by the Bidder and all correspondence and documents relating to the Bid and exchanged between the Bidder and the Owner shall be written in English. Supporting documents and printed literature furnished by Bidder in any other language shall be accompanied by its true and faithful translation of the pertinent passages in English. For the purpose of interpretation of the Bid, the English translation shall govern. Failure to comply with this may result in rejection of the Bid.

2.7 DOCUMENTS TO BE SUBMITTED BY THE BIDDER2.7.1 Bid submitted by the Bidder shall comprise the following documents:

Bid Form duly completed and signed by the Bidder, together with all documents identified in ITB sub-clause 2.7.2 below.

Price Schedules duly completed by the Bidder.2.7.2 Each Bidder shall submit with its Bid the following: -

1) Earnest Money Deposit: -Earnest Money Deposit of Rs. 50,000/- (Fifty thousand) only furnished in the shape of a Crossed bank draft of any Indian Nationalized Bank, drawn in favour of the Accounts Officer (Banking), F&A Wing, H.P.S.E.B., Vidyut Bhawan, Shimla (H.P.) - 171004 and payable at Shimla (H.P.) and for the balance amount of Rs.1,50,000/- (Rupees One Lac and Fifty thousand) in the form of an irrevocable

10

Bank Guarantee from an Indian Nationalized Bank valid for 30 days beyond the bid validity period, in favour of the Accounts Officer (Banking), F&A Wing, H.P.S.E.B., Vidyut Bhawan, Shimla (H.P.) – 171004 as per Performa annexed to Bid document.

2) Power of Attorney: -A power of attorney, duly authorised by a Notary Public, indicating that the person(s) signing the Bid has the authority to sign the Bid and thus that the Bid is binding upon the Bidder during the full period of its validity in accordance with ITB Clause 2.14 (Format and Signing of Bids).

3) Company profile of the Bidder giving, but not restricted to, the following:i. Name of the company :ii. Address of Registered & Corporate office:iii. Address for correspondence:iv. Telephone nos., fax nos. & E-mail address:v. Contact person & his telephone nos. for correspondence:vi. Organization setup of the companyvii. Name and designation of the authorized signatory submitting the offer and

signing the Lease Agreement on award:viii. Nature and constitution of the company (Documentary Proof may be

enclosed).ix. Nature of business generally performed by the company:x. Certified & audited financial statements of previous three (3) years i.e. F.Y.

2010-11, 2009-10 & 2008-09 showing turnover, profit/loss of the Bidder etc.

xi. Name and address of Bankers and years of account operations. Attach a certificate from the Banker to this effect and to the effect that the Bidder is capable of providing a performance guarantee of Rs.25,00,000/- (Twenty Five lacs) for a period of at least 20 (Fifteen) years.

xii. Number and details of employees currently on company strength as well as on company’s Power Generation Division’s strength in the following format. (Two separate format, one for company & other for Power Generation Division must be filled)

Levels

No.

of

empl

oyee

s

Min

imum

qu

alifi

catio

n of

em

ploy

ees

Yea

rs o

f ex

peri

ence

in

sim

ilar

proj

ects

Yea

rs w

ith

firm

Operation Mtc.

Supervisory level (Technical)Supervisory level (Managerial /finance)Managerial Level (Technical, Financial & Administrative)TechniciansCertified weldersSkilled workersSemiskilled workersTotal

Note: A copy of the pay roll shall be attached for reference.4) Details of similar works executed in the past by the Bidder in the format given

below. In case a Bidder has not executed any Operation contract or Maintenance contract or Lease for a hydro electric project, it should be stated clearly in the bid

11

and in such a case the bidder should submit the details of Operation contract or Maintenance contract or O&M contract executed by him in respect of any other kind of project. Certified copies of the orders executed and certificates granted by the previous client(s) shall be attached.

Sr. No

Name of the

project

Nature of the

project

Name & address of

client

Period of contract

Nature of works

executed

Annual contract value in

Rs.

5) List of Erection & Maintenance Tools and tackles which the Bidder is having at present.

6) A brief write up on how the Bidder plans to operate the facilities. An exhaustive proposal detailing the quantum of enhancement of the installed capacity proposed and the additions/alternations in the existing Civil, Hydro-Mechanical and Electro-mechanical components proposed to be carried out shall be submitted with the offer.

7) The bidders shall furnish the details of manpower to be deployed for O&M, conveyance facilities, communication facilities, technical support facilities for data analysis, fault diagnosis & rectification of these.

8) The Bidder shall furnish a copy of the PAN/GIR card.9) The Bidder shall furnish a copy of the Income Tax Clearance Certificate.

2.8 BID FORM AND PRICE SCHEDULEThe Bidder shall complete the Bid Form and the Price Schedules furnished in the Bid Documents following the requirements of ITB Clause, 2.9 and 2.10. The Bidder shall quote the annual lease amount for the plant and the same shall be enclosed in Envelope- III of the Bid (Financial Bid). The minimum annual lease amount payable by the Lessee to the Lessor shall be Rs.1,50,00,000/- (Rupees One crore and fifty lacs only). The Bidder is expected to quote the annual lease amount in excess of Rs.1,50,00,000/- (Rupees One crore and fifty lacs only).

2.9 BID PRICES2.9.1 Bidders quoting a system of pricing other than that specified run the risk of rejection of

their Bid.2.9.2 The amount shall be quoted in decimal in such a manner that no interpolation is possible.

Corrections, if any, shall be made by crossing out, initialling, dating and rewriting. Corrections should not be carried out by applying correcting fluid.

2.10 CURRENCIES OF BIDPrice shall be quoted in Indian Rupees only.

2.11 BID VALIDITY PERIOD2.11.1 Bids should be kept valid for acceptance for a period of 6 (six) calendar months from the

date of opening of Bids prescribed in ITB Clause 2.18 (Opening of Bids by Owner). 2.11.2 In exceptional circumstances, prior to expiry of the original Bid validity period, Owner

may request the Bidder for a specified extension in the period of validity. The request and the responses thereto shall be made in writing or by fax. A Bidder may refuse the request without forfeiting his Earnest Money Deposit. A Bidder agreeing to the request will not be permitted to modify his Bid. The provision of ITB Clause 2.12 (Earnest

12

Money Deposit), hereof regarding discharge and forfeiture of Earnest Money Deposit shall continue to apply during the extended period of Bid validity.

2.12 EARNEST MONEY DEPOSIT2.12.1 Pursuant to ITB Clause 2.7 (Documents to be submitted by the Bidder), the Bidder shall

furnish as part of his Bid, a fixed amount of Rs. 2,00,000/- (Rupees Two lacs only) as Earnest Money Deposit.

2.12.2 Earnest Money Deposit is required to protect the Owner against risk of Bidder's conduct which would warrant the Earnest Money Deposit’s forfeiture, pursuant to ITB Clause 2.12.8.

2.12.3 Earnest Money Deposit of Rs. 50,000/- (Fifty thousand) only furnished in the shape of a Crossed bank draft of any Indian Nationalized Bank, drawn in favour of the Accounts Officer (Banking), F&A Wing, H.P.S.E.B., Vidyut Bhawan, Shimla (H.P.) - 171004 and payable at Shimla (H.P.) and for the balance amount of Rs. 1,50,000/- (Rs. One Lac and fifty thousand) only in the form of an irrevocable Bank Guarantee from an Indian Nationalized Bank valid for 30 days beyond the bid validity period, in favour of the Accounts Officer (Banking), F&A Wing, H.P.S.E.B., Vidyut Bhawan, Shimla (H.P.) – 171004 as per Performa annexed to Bid document.

2.12.4 Any Bid not secured in accordance with ITB Clause 2.12.1 and 2.12.3 above shall be rejected by the Owner as being non responsive.

2.12.5 Unsuccessful Bidders’ Earnest Money Deposit will be returned/reimbursed as promptly as possible, but not later than 30 (thirty) days after award of Lease to the successful bidder.

2.12.6 Successful Bidder's Earnest Money Deposit will be returned/reimbursed upon execution of the Lease Agreement, pursuant to ITB Clause 2.25 (Signing of Lease Agreement), and furnishing the required performance security pursuant to ITB Clause 2.26 (Lease Performance Security).

2.12.7 No interest shall be paid by the Owner on the Earnest Money Deposit.2.12.8 The Earnest Money Deposit shall be forfeited:

(i) if the Bidder withdraws or modifies unilaterally his Bid during the period of Bid validity;

or(ii) if the Bidder does not accept the correction of his Bid price pursuant to

ITB Clause 2.20 ( Correction of Errors).or

(iii) if the Bidder does not submit the documents or does not respond to the clarifications sought after the opening of the Bids in the stipulated time period.

or (iv) in the case of a successful Bidder, if the Bidder fails within the specified time limit

to(a) accept the letter of award;

or (b) sign the Lease Agreement;

or(c) furnish the required Lease performance security.

2.13 Clarifications and Pre-Bid Conference

2.13.1 HPSEBL shall hold one pre-Bid conference at Sunder Nagar, district Mandi (H.P.), so as to enable HPSEBL to issue clarifications and replies to the queries of the prospective Bidders to the extent possible within 15 days from the publishing of Bid Invitation Notice.

2.13.2 Bidders may send their queries in writing so as to reach HPSEBL in a week prior to the Pre-Bid Conference. The primary purpose of this conference will be to make clarifications on any queries on the Bidding.

2.13.3 Minutes of the meeting, including the text of the questions raised and the responses given, will be transmitted to all Bidders. Any amendments / modifications of the

13

documents which may become necessary as a result of the Pre-Bid Conference or otherwise shall be made by HPSEBL through the issue of an Addendum.

2.13.4 Non-attendance at the Pre-Bid Conference will not be a cause for disqualification of the Bidder. However, all clarifications and modifications presented in the Addendum will be binding on all the Bidders irrespective of their attendance at the Pre-Bid Conference.

2.14 FORMAT AND SIGNING OF THE BID

2.14.1 The Bidder shall prepare an original and one duplicate copy of the Bid clearly marking each one as “Original Bid”, “Duplicate Bid”. In the event of any discrepancy between them the original shall govern.

2.14.2 The original and the duplicate copy of the Bid, each consisting of the documents listed in ITB Clause 2.7 (Documents to be submitted by the Bidder), shall be typed or written in indelible ink and shall be signed by the Bidder or a person or persons authorised to sign the Bid.

2.14.3 The names of all persons or persons signing the Bid should also be typed or printed below the signatures. All pages of the Bid, except for un-amended printed literature shall be initialled by the person or persons signing the Bid.

2.14.4 Satisfactory evidence of authority of the person signing on behalf of the Bidder shall be furnished with the Bid in the form of a Power of Attorney, duly authorised by a Notary Public, indicating that the persons signing the Bid have the authority to sign the Bid and that the Bid is binding upon the Bidder during the full period of its validity. This shall be submitted as required under ITB sub-clause 2.7.2 (2) (Power of Attorney).

2.14.5 The Bidder's name stated on the proposal shall be the exact legal name of the firm.

2.14.6 Any interlineations, erasures or overwriting shall only be valid if they are initialled by signatory(ies) to the Bid.

2.14.7 Bids not conforming to the above requirements of signing may be disqualified.

2.14.8 Conditional offers shall not be considered/accepted and the Bid is liable to be rejected.

2.14.9 The price schedules shall be submitted in Envelope – III and strictly in the same formats as prescribed in this Bid document.

2.14.10 The prices shall be written both in words and in figures. Corrections, if any, shall be made by crossing out, initialing, dating and rewriting. In case of conflict between the figures and words in the prices, the later shall prevail.

Submission of Bids

2.15 SEALING AND MARKING OF BIDS.

2.15.1 The Bidder must submit the Bid in the following three separate sealed envelopes duly marking envelopes as "Original Bid" and "Duplicate Bid". The envelopes shall then be sealed in an outer envelope.(i) Earnest Money Deposit Envelope - I.(ii) Techno-Commercial Bid (Original + Duplicate) alongwith

duly filled (wherever required) and signed copies of General Conditions of Lease.

Envelope – II.

(iii)

Financial Bid (Original + Duplicate) Envelope – III.

2.15.2 The inner and outer envelopes shall:

(a) be addressed to the Superintending Engineer (Designs), Power House Electrical, H.P.S.E.B. Ltd., Sunder Nagar, Distt. Mandi (H.P.) – 175 019 and;

14

(b) superscribed as “Proposal for Operation, Maintenance and Augmentation Lease for 3 x 1.5 MW Thirot Hydro Electric Project and the statement “DO NOT OPEN BEFORE “................................. (“Bid opening date” and 15.30hrs.)

2.15.3 The inner envelopes shall also indicate the name and address of the Bidder so that the Bid can be returned unopened in case it is declared "late".

2.15.4 If the outer envelope is not sealed and marked as required by ITB sub-clause 2.15.2 above, the Owner will assume no responsibility for the Bid's misplacement or premature opening. If the outer envelope discloses the Bidder's identity, the Owner will not guarantee the anonymity of the Bid submission, but this disclosure will not constitute grounds for Bid rejection.

2.16.0 DEAD LINE FOR SUBMISSION OF BIDS

2.16.1 Bids must be received in the office of the “Superintending Engineer (Designs), Power House Electrical, H.P.S.E.B. Ltd., Sunder Nagar, Distt. Mandi (H.P.) - 175 019” on or before 1430 hours (IST) of .......................... “Bid opening date”. In the event of the date of submission of Bids being declared as holiday for the Owner, the Bids will be received up to the appointed time on the next working day.

2.16.2 The Bidder has the option of sending the Bid by registered post/courier or by submitting the Bid in person. Bids submitted by fax/telegram / telex letter shall not be accepted. No request from any Bidder to the Owner to collect the proposal from airlines, cargo agents etc. shall be entertained.

2.16.3 The Owner may at his discretion, extend the dead line for submission of Bids, in which case all rights and obligations of the Owner and the Bidders previously subject to the original dead line shall thereafter be subject to the new deadline as extended.

2.17 LATE BIDS

Bids submitted after the time and date fixed for the receipt of Bids as set in ITB Clause 2.16 shall be rejected and such Bids if so desired by the said Bidder may be permitted to be collected back by such Bidder provided such requests are received by the Owner within 15 (fifteen) days from the date of Bid opening.

Bid Opening and Evaluation

2.18 OPENING OF BIDS BY OWNER

2.18.1 Two part Bid system shall be followed.2.18.2 All Bids received within the stipulated time will be opened in the office of the

Superintending Engineer (Designs), Power House Electrical, H.P.S.E.B. Ltd., Sunder Nagar, Distt. Mandi (H.P.) - 175 019 by the officer(s) duly authorised by the Owner for this purpose at 15.30 hrs (IST) on .................... “Bid opening date” in the presence of the Bidders’ authorised representatives who may wish to attend. In the event of specified date of Bid opening being holiday for Owner, the Bids shall be opened at the appointed time and location on the next working day.

2.18.3 Bidder's authorised representative (up to two persons) may attend the Bid opening and they have to sign a register provided by the Owner as evidence of their participation. No electronic recording device/mobile phones etc., shall be permitted during the Bid opening.

2.18.4 The techno-commercial proposal (Envelope - II) of only those Bidders shall be opened whose Earnest Money Deposit envelope (Envelope - I) is found to contain (after opening) the Earnest Money Deposit of requisite value in the acceptable form. The Bids

15

with Earnest Money Deposit deficient in value or in a form other than that prescribed in clause 2.12.3 will not be opened further and Bid envelopes of such Bidders will be returned unopened.

2.18.5 The techno-commercial proposal shall be evaluated first and the “Price Bid” (Envelope - III) of only those Bidders who are evaluated to have fulfilled the “Eligibility and Qualification Requirements” as per clause 2.2 above shall be opened on the date & time which shall be intimated at a later date to the Bidders.

2.18.6 Bids that are not opened will not be considered for further evaluation, regardless of the circumstances.

2.19 CLARIFICATION OF BIDSTo assist in the examination, evaluation and comparison of Bids the Owner, may at its discretion ask any Bidder for clarification of his Bid, including break-up of unit rates. The request for clarification and the response shall be in writing or by fax, but no change in the price or substance of the Bid shall be sought, offered or permitted except as required to confirm the correction of arithmetic errors discovered by the Owner during the evaluation of the Bids in accordance with ITB Clause 2.20 (Correction of Errors) hereof.

2.20 CORRECTION OF ERRORS2.20.1 The errors/discrepancies in respect of the specified amount in Price Bid Part-of Bid

Proposal Sheets for an individual item and / or sub-item and or in the sub-total of a schedule and/or in the Grand total of a schedule and/or in the lump-sum price of the package either due to discrepancy between figures and words and/or simple arithmetical error while adding and/or multiplying etc. the error will be rectified and computed by Owner as per the following method: - (i) In case of discrepancy between figure and words, the value specified in words

will be considered for computation.2.20.2 After rectification of the discrepancy between figure and words as above, the values as

computed and as quoted will be compared and lower of the two will be considered for the purpose of evaluation of Bid and higher values will be considered for the purpose of award (in case of successful Bidder). If the Bidder does not accept the above consideration, his Bid will be rejected and the Earnest Money Deposit shall be forfeited.

2.21 EVALUATION AND COMPARISON OF BIDSThe Bids will be evaluated by the Owner to ascertain the highest evaluated, technically and commercially responsive Bid for the complete scope of work, as detailed in the Bid Documents. First right of refusal shall, however, be granted to M/S Moserbaer, Moser Baer Projects Private Ltd., N23B, Block N, DDA Flats, Saket, New Delhi – 110 017 for taking over this project on lease since they had made a suo mote proposal to take over this project on appropriate terms. This right of refusal will be subject to their bid being at least 70% of the highest bid received as in the case of policy relating to self identified projects followed by the State Government.

Award of Lease

2.22 OWNER'S RIGHT TO ACCEPT ANY BID AND TO REJECT ANY OR ALL BIDSThe Owner reserves the right to accept or reject any Bid, and to annul the Bid process and reject all Bids at any time prior to award of Lease, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidders or Bidder of the grounds for Owner's action.

2.23 AWARD CRITERIA

16

2.23.1 Subject to ITB Clause 2.22 (Owners Right to Accept any Bid) hereof, the Owner will award the Lease to the Bidder whose Bid has been determined to be substantially responsive to the Bid Documents and who has offered the highest “Annual Lease amount” pursuant to ITB Clause 2.21 (Evaluation and Comparison of Bid), further provided that such Bidder has been determined to be eligible/qualified to perform the Lease satisfactorily.

2.23.2 The Bidder would be required to comply with all the requirements of Bid Documents failing which his Earnest Money Deposit will be forfeited.

2.24 NOTIFICATION OF AWARD2.24.1 Prior to the expiry of the period of Bid validity, the Owner will notify the successful

Bidder in writing by registered letter or by fax to be confirmed in writing by registered letter that his Bid has been accepted. The notification of award will constitute the formation of the Lease Agreement.

2.24.2 On furnishing of a performance security by the successful Bidder, pursuant to ITB Clause 2.26 (Lease Performance Security), the Owner will promptly notify each unsuccessful Bidder and will return/reimburse his Earnest Money Deposit.

2.25 SIGNING OF THE LEASE AGREEMENT2.25.1 Within 15 (fifteen) days of receipt of the notification of award, on a date and time

mutually agreed upon, the successful Bidder or his authorised representative shall attend the office of the Owner for signing of the Lease Agreement.

2.25.2 Failure on the part of the successful Bidder to comply with the requirements of this Clause will constitute sufficient grounds for the annulment of the award and forfeiture of the Earnest Money Deposit.

2.26 LEASE PERFORMANCE SECURITY2.26.1 Within 15 (fifteen) days after receipt of letter of award but not later than the signing of

the Lease Agreement, the successful Bidder shall be required to furnish to the Owner, a Lease Performance Security in the form of an irrevocable Bank Guarantee from an Indian Nationalized Bank for an amount of Rs.25,00,000/- (Twenty Five lacs) valid for the full duration of the Lease, as per Performa annexed to Bid document for the faithful performance of Lease in accordance with the conditions of the Lease. The Lease Performance Security can also be in the form of a Fixed Deposit Receipt duly pledged in favour of the Accounts Officer (Banking), F&A Wing, H.P.S.E.B., Vidyut Bhawan, Shimla (H.P.) – 171004 as per Performa annexed to Bid document.

2.26.2 Failure of the successful Bidder to comply with the requirement of ITB Clause 2.25 (Signing of Lease Agreement) and 2.26 (Lease Performance Security) shall constitute sufficient grounds for the annulment of the award and forfeiture of the Earnest Money Deposit, in which event Owner may make the award to the next lowest evaluated Bidder or call for new Bids.

2.26.3 Should the Lease Agreement period, for whatever reason, be extended, the Bidder, shall at his own cost, get the validity period of Bank Guarantee in respect of performance security furnished by him extended and shall furnish the extended/revised Bank Guarantee to Owner before the expiry date of the Bank Guarantee originally furnished.

17

GENERAL CONDITIONS OF LEASE

3.1 DEFINITIONS

The following words and expressions shall have the meanings hereby assigned to them:

3.1.1 Project/Power Plant/Plant/Power House/Power Station means the 3 x 1.5 MW Thirot Hydro Electric Project in Lahaul & Spiti district of Himachal Pradesh including all the land, civil structures, buildings housing entire equipment/system of the plants, electrical, mechanical and hydro-mechanical plants and equipments, dedicated telephone lines, telephone and wireless systems, control weir and gates site, components, appurtenants, communications, access road on the Village Road(VR), Kuchha/Pucca Roads of the project, Footpaths, carriageways etc. in the power plant area. It also includes the mobile and immobile equipments, spares, consumables, tools and tackles and services provided for successful operation & maintenance of the project.

3.1.2 HPSEBL means Himachal Pradesh State Electricity Board Limited a company formed and incorporated in India under the Indian Companies Act, 1956.

3.1.3 Lessee /Contractor means Firm/Company/Association of Firms/Joint Venture/ Public Sector Undertaking/Limited concern who’s Bid to perform the Lease has been accepted by the Owner and is named as such in the Lease, and includes the legal successors or permitted assigns of the Lessee.

3.1.4 Lessor/Owner means the Himachal Pradesh State Electricity Board Ltd. having its registered office at Vidyut Bhawan Shimla – 171 004 (H.P.) and includes the legal successors or permitted assigns of the Lessor/Owner.

3.1.5 Property means the power plants.

3.1.6 Prudent Utility Practices means those practices, methods, techniques and standards, as adopted from time to time, that are generally accepted for use in electric utility industries taking into account conditions in India, and commonly used in prudent electric utility engineering and operations to design, engineer, construct, test, operate and maintain equipment lawfully, safely, efficiently and economically as applicable to power stations of the size, service and type of the project, and that generally conform to manufacturer’s operation and maintenance guidelines.

3.1.7 Design Energy means the quantum of energy which could be generated in a 90% dependable year with 95% installed capacity of the hydro generating station, computed on the basis of past available discharge data with HPSEBL.

3.1.8 Deliverable Energy means the energy delivered to HPSEBL at the interconnection point.

3.1.9 Saleable Energy means the net energy saleable to HPSEBL.

3.1.10 Maintenance Outage means an interruption or reduction of the generating capability of the Project for the purpose of performing work on specific components which in the opinion of the Lessee and the Owner could not be postponed until the next Scheduled Outage and shall be scheduled by the Lessee and allowed by the Owner.

3.1.11 Scheduled Outage means a planned interruption of the generating capacity of the Project that is scheduled for inspection, routine and preventive maintenance, corrective maintenance, repairs, replacement or improvement and is not a Maintenance Outage or Forced Outage.

18

3.1.12 Forced Outage means an interruption of the generating capacity of the Project that is not the result of (i) a request by the Lessee or by HPSEBL in accordance with this Agreement (ii) a Scheduled Outage or a Maintenance Outage (iii) an event or occurrence of Force Majeure, or (iv) a conditions caused solely by the Owner or by the grid system.

3.1.13 Reserved Outage means shutdown of a generating unit on instructions of HPSEBL or any other statutory authority for reasons not attributable to the Lessee.

3.1.14 Control gates mean all control gates, intake gates, wicket gates, guide gates & stop logs etc.

3.1.15 Interconnection Point means the point at which interconnection is made between HPSEBL’s generation facility and the grid system of HPSEBL and is located on the High Voltage side of the generation facility of HPSEBL in the Out Door Yard (ODY) at the power house.

3.1.16 Lease Agreement means the Contract entered into between the Owner and the Lessee, together with the Lease Documents referred to therein; they shall constitute the Lease Agreement, and the term "the Lease Agreement" shall in all such documents be construed accordingly.

3.1.17 Lease Documents means the documents listed in Article 1.1 (Lease Documents) of the Form of Lease Agreement (including any amendments thereto).

3.1.18 Lessee's Equipment means all plant, works, equipment, machinery tools, apparatus, appliances or things of every kind required for O&M works and augmentation that are to be provided by the Lessee.

3.1.19 Lessee's Representative means any person nominated by the Lessee and named as such in the Lease Document as per GCL sub-clause 3.24.2 (Lessee's Representative) hereof to perform the duties delegated by the Lessee.

3.1.20 Day means calendar day of the Gregorian calendar.

3.1.21 Engineer-in-charge means the Resident Engineer, Larji Power House Division, H.P.S.E.B. Ltd., Thalout, Distt. Mandi H.P. to perform the duties delegated by the Owner.

3.1.22 Works means the O&M services to be carried out by the Lessee under the Lease.

3.1.23 GCL means the General Conditions of Lease hereof.

3.1.24 Government of India means President of India and his successors.

3.1.25 Government of Himachal Pradesh means Governor of Himachal Pradesh and his successors.

3.1.26 O&M services means those entire services which are to be provided by the Lessee under the Lease.

3.1.27 Month means calendar month of the Gregorian calendar.

3.1.28 Site means the 3 x 1.5 MW Thirot Hydro Electric Project.

19

3.2 LEASE DOCUMENTS

3.2.1 The term Lease Documents shall mean and include the following which shall be deemed to form an integral part of the Lease Agreement.

(a) The Lease Deed and the Appendices thereto.(b) Notification of Award.(c) General Conditions of Lease.(d) Forms & Procedures (as listed)(e) Technical Requirements & Instructions.(f) Information for Bidders.(g) The Bid and Price Schedules submitted by the Bidder.

3.2.2 All the aforesaid Lease Documents including the Notification of Award shall form an integral part of the Lease Agreement, in so far as the same or any part thereof conform to the Bid Documents and what has been specifically agreed to by the Owner and the Lessee and brought out in the letter of Award. Any matter inconsistent therewith, contrary or repugnant thereto or any deviation taken by the Lessee in its "Proposal" but not agreed to specifically by the Owner in its Notification of Award shall be deemed to have been withdrawn by the Lessee.

3.2.3 The documents mentioned at clause 3.2.1 above forming the Lease Agreement are to be taken as mutually explanatory of one another.

3.2.4 The Lease Agreement as per Performa annexed is to be signed within 15 (fifteen) days of the date of the Notification of Award, on a date and time to be mutually agreed and at the office of the Owner unless otherwise agreed to. The Lessee shall provide for signing of the Lease Agreement, appropriate Power of Attorney and the requisite documents. Till such time a formal Lease Agreement is prepared and executed, the Notification of Award read in conjunction with the Lease Documents will continue to constitute a binding Lease Agreement.

3.3 INTERPRETATION

3.3.1 Language

3.3.1.1 All Lease Documents, all correspondence and communications to be given, and all other documentation to be prepared and supplied under the Lease shall be written in English, and the Lease shall be construed and interpreted in accordance with that language .

3.3.1.2 If any of the Lease Documents, correspondence or communications are prepared in any language other than the governing language under GCC sub-clause 3.3.1.1 above, the English translation of such documents, correspondence or communications shall prevail in matters of interpretation.

3.3.2 Entire AgreementThe Lease Agreement constitutes the entire agreement between the Owner and the Lessee with respect to the subject matter of Lease Agreement and supersedes all communications, negotiations and agreements (whether written or oral) of parties with respect thereto made prior to the date of Lease Agreement.

3.3.3 AmendmentNo amendment or other variation of the Lease Agreement shall be effective unless it is in writing, is dated, expressly refers to the Lease Agreement, and is signed by a duly authorized representative of each party hereto.

20

3.3.4 Independent Contractor The Lessee shall be an independent Contractor performing the Contract. The Lease Agreement does not create any agency, partnership, joint venture or other joint relationship between the parties hereto.Subject to the provisions of the Lease Agreement, the Lessee shall be solely responsible for the manner in which the Lease is performed. All employees & representatives engaged by the Lessee in connection with the performance of the Lease shall be under the complete control of the Lessee and shall not be deemed to be employees of the Owner, and nothing contained in the Lease Agreement shall be construed to create any Contractual relationship between any such employees & representatives and the Owner.

3.3.5 Severability If any provision or condition of the Lease is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Lease.

3.4 NOTICES3.4.1 Unless otherwise stated in the Lease, all notices to be given under the Lease shall be in

writing, and shall be sent by personal delivery, airmail post, special courier, telegram, facsimile or Electronic Data Interchange (EDI) to the address of the relevant party, set out in the General Conditions of Lease.

3.4.2 Notices shall be deemed to include any approvals, consents, instructions, orders and certificates to be given under the Lease.

3.5 GOVERNING LAWThe Lease Agreement shall be governed by and interpreted in accordance with laws of India.

3.6 ARBITRATION3.6.1 Settlement of disputes by Arbitration: -

Except where otherwise provided in this Bid Document/Agreement, all questions of difference(s) and disputes arising out of or relating to the Bid Document/agreement shall be referred to the Sole Arbitration of the Chairman cum Managing Director, HPSEB Ltd. or his nominee.It will be no objection to any such appointment that the Arbitrator, appointed is Govt./Board servant who had to deal with matters to which this Bid Document/agreement relates to and that in the course of the duties as Govt./Board’s servant, he has expressed his views on all or any of the matters in disputes or difference.In case, the Arbitrator to whom dispute/difference, so referred, is unable to function as such at any stage for any reasons, what-so-ever or his award being set aside by the court for any other reason, the other Arbitrator, shall be appointed by the Chairman cum Managing Director, HPSEB Ltd. Such Arbitrator shall be entitled to proceed with the reference from the stage at which it had been left by his predecessor or to conduct the proceedings afresh as he may deem fit or as the case may be.Party invoking arbitration shall specify the dispute(s) to be referred to the arbitration under this clause together with the amount(s) claimed in respect of each dispute. If work under the Bid Document/Lease has not been completed when a dispute or any matter what-so-ever is referred to arbitration, party shall not be entitled to suspend such work to which the dispute relates and payment shall be continued to be made in terms of the Bid Document/agreement.It is also a term of the Bid Document/agreement that if the Bidder/Lessee omits/neglects to prefer any claim(s) in writing within 90 days (Ninety days) of the date on which the dispute first arises during the execution of the work for which such dispute is sought to be raised or date of intimation of the preparation of the bill thereof, which ever is earlier, the claim of the Bidder/Lessee will be deemed to have been waived off and absolutely barred and the HPSEBL shall be discharged and released of all the liabilities under the

21

Bid Document/agreement in respect of such claim(s). Likewise all dispute(s) referred to above shall be preferred as provided above within 90 days (Ninety) days of execution of work(s) otherwise all claim(s) shall stand extinguished. Provided, in the event of rejection of claim(s) by HPSEBL the Bidder/Lessee shall within 30 days after receiving the intimation in writing of such decision shall give notice in writing to HPSEBL requesting that the dispute(s) may be referred for the arbitration. In all cases referred for arbitration, the Arbitrator shall assign reasons under all circumstances on which the decision is based. The decision of the Arbitrator shall be conclusive, final and binding on the Bidder(s) & the Owner.Subject to the provisions of the Bid Document/Lease to the contrary as aforesaid, the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof and the Rules laid there under and for the time being in force shall apply to all arbitration proceedings under this clause.

3.6.2 Jurisdiction: - It is expressly agreed by and between the Bidder(s) & the Owner herein above that any suit, application and or any other legal proceedings with regard to any matters, claims, differences and for disputes arising out of this Bid Document/Agreement shall be filed and forwarded to the Court(s) located at Shimla alone.

3.7 SCOPE OF WORKS

3.7.1 The Himachal Pradesh State Electricity Board Limited Shimla, requires uninterrupted generation of power at its 3 x 1.5 MW Thirot Hydro Electric Project, maximized energy output from the available discharge and unhindered evacuation of power supply and distribution in the local area. The power factor, output in KW, KVAR, current and voltage form the basis of quality power supply. The Bidder will Operate, Maintain, Repair & Augment the power plant and will co-ordinate and establish liaison with concerned authorities of HPSEB Ltd. or any other concerned department and will act as required to achieve the following objectives : Streamlined and efficient Operation and Maintenance (O&M) of the power plant on

complete basis in every respect. Minimizing plant down time and trippings etc. and optimizing generation Quality power supply Adherence to all relevant rules and regulations, instructions and safety measures in

accordance to the existing laws and utility practices & standards. Adherence to standard approved maintenance schedules and operation procedures of

various plant equipment/systems. Maintenance and repair of the power plant to keep the same in excellent working

condition at all times. Maintenance of the Civil Components of the project viz. intake, de-silting, water

conductor system, forebay, penstock, tail race, tail race outfall and power house building etc.

Augmentation of the Hydro Electric Project from 4.5 MW to 6.0 MW or 9.0 MW with a few modifications and additions in the existing Civil & Hydro-Mechanical components.

3.7.2 The Lessee is to ensure that these requirements are timely met and speedy operation and maintenance is carried out round the clock. The energy generation at the plant is to be maximized by minimizing plant down time, operating at higher output and efficiency of equipment to ensure ‘optimal utilization of water resources’ and timely PLANT repairs and maintenance based on monthly targeted energy outputs and plant running hours. The longer life of the plant and machinery and civil structures will also be ensured. The optimal utilization of water resources to maximize power generation is the essence of the lease agreement for O&M and augmentation of the plant.

22

3.7.3 The Lessee, under the conditions specified, will act on behalf of the Himachal Pradesh State Electricity Board Limited, to achieve the objectives as specified above to co-ordinate, liaise, maintain, operate, repair and augment the power plant. The Lessee shall be responsible for de-silting & its disposal & disposal of trash from the plant site to a suitable place decided by the HPSEBL near to the plant for the period of ‘Lease’, to supply electricity to Himachal Pradesh State Electricity Board Limited grid at the interconnection points and observe the environmental, social, safety, labour laws and other regulations in force, obtain all necessary authorizations and adhere to laws of the State and Govt. of India.

3.7.4 The Lessee is to carry out round the clock plant operations and maintenance for supply of

electricity to HPSEBL, record and report all plant operations, Plant data and Maintain & submit data on daily, weekly, monthly & annual basis to HPSEBL and perform manual observations for power generation, discharge regulation and maintain water levels upstream and downstream of the plant. The complete plant data shall be handed over by the Lessee to the Owner on approved formats in compact discs in addition to the hard copies. The Lessee will be required to safeguard the hydraulic regime of the water conductor system at all times and at all costs. The Lessee will ensure coordination and liaison with all concerned authorities on behalf of HPSEBL, take all safety measures and safe custody of the plant and equipment within the laws of the State and Govt. of India.

3.8 Handing Over of the Power Plant:The power plant will be handed over to Lessee simultaneously for Operation & Maintenance and augmentation. The Notification for Award of Lease will be issued to the Lessee. The Lessee will be given one month notice from the date of issue of Notification for Award of Lease to identify and post his personnel, (Plant Manager, Electrical Operators and helper etc.) to obtain 2 weeks training in O&M of the plants from the engineers of manufacturers/HPSEBL or any other agency. The training of Lessee’s personnel will be at the expense of Lessee and without any cost to the Owner. Thereafter, the Owner will give a further notice of 15 days to the Lessee to mobilize and position his personnel, as per requirement of Lease Agreement. The Lessee will be at liberty to mobilize and to position his personnel at any time within 15 days after training. Thereafter the plants will be handed over to the Lessee in ‘as found conditions’ who will immediately commence the O&M of the plants. However, prior to the handing over the plant the Lessee & Owner will carry out joint inspection and a defect list to this effect will be prepared. Based on this report, the Lessee at his own cost shall immediately take up the necessary repairs of defective equipment. The power plant has been designed and implemented in best possible manner for optimum power generation. The Lessee does not reserve any right to object or probe the existing plant performance or any equipment or component of the plant. However any system improvement and augmentation of the project can be proposed by the Lessee with cost benefit analysis and the implementation of which will be at the cost of the Lessee but at the sole discretion of the Owner.

3.9 TIME FOR COMMENCEMENT AND COMPLETION

3.9.1 The Lease shall commence from ……………………….. The augmentation of the Hydro Electric Project shall have to be completed within the first two years of the Lease.

3.9.2 “Initial Lease term shall be 20 years. After completion of this Lease period, the project will revert back to HPSEB Ltd. free from all encumbrances along with all the transmission lines. The Lease period can be longer than 20 years, if desired by HPSEB Ltd.”HPSEBL shall monitor the progress of the project(s) under construction by the IPP with a right to cancel the lease, in case the obligations are not performed/fulfilled as per the lease agreement to be signed.

23

3.10 Design Energy of the Project

The designed energy output for the 3 x 1.5 MW Thirot Hydro Electric Project is 28.820 GWH or 28.820 MU.

The Lessee shall operate and maintain the plant in an efficient manner and in accordance with all relevant instructions to ensure that as far as possible the quantum of energy generated and metered at “interconnection point” in one year shall not be less than the design energy minus the auxiliary & transformation losses as per the HPSERC guidelines.

3.11 Incentives for Power Generation:The Owner will pay to the Lessee incentives on yearly basis at the rates indicated in the table below for such energy generated and metered at “interconnection point” (Delivered Energy) during a calendar year (from 0.00 hrs. of 1st April of a particular year up to 24.00 hrs. of 31st March of the following year) which is in excess of 75% (Seventy Five percent) of the yearly design/projected energy. The designed/projected energy shall form the basis for eligibility to incentives irrespective of any reasons of interruptions/curtailment of power generation. The incentives shall be computed on energy generation on yearly basis. The Lessee, will not be entitled to any compensation/relief in this regard on account of non availability of water, scheduled outages, maintenance outages, forced outages, reserved outages and interruptions/curtailment in delivery of energy required by HPSEBL, grid shut down or any other reasons for not generating power.

Sr. No.

Percentage of total design energy (at existing installed capacity of 4.5 MW) as actually generated and metered at the generator terminals of the existing units i.e. Unit Nos. 1, 2 & 3.

Rate of incentive payable to the Lessee.

i Above 75% and up to 80% Rs. 0.15 / unit for the units exceeding 75% and up to 80%

ii Above 80% and up to 85% Rs. 0.30 / unit for the units exceeding 80% and up to 85%

iii Above 85% and up to 90% Rs. 0.40 / unit for the units exceeding 85% and up to 90%

iv Above 90% Rs. 0.50 / unit for the units exceeding 90%

The aforesaid incentives will be applicable from the time and date on which the power plant is handed over to the Lessee. For incomplete year the incentive will be applicable from the time and date of handing over of the plant to the Lessee up to the following 24.00 hrs of 31st March or from 00.00 hrs of 1st April to the following time and date on which the power plant is handed over back to the Owner.

3.12 Deliverable Energy / Saleable EnergyDeliverable energy shall be the energy delivered by the power station at the “Interconnection point” and as measured by the export/import energy meter installed at the “Interconnection point.”The deliverable energy shall mean the electrical energy generated by the power station, as measured at generator(s) terminals less the summation of the following:

(i) Actual auxiliary consumption for the bonafide use of the auxiliaries, lighting and ventilation in the power station.

(ii) Transformation losses (from generation voltage to transmission voltage) of the step up transformer.

24

Note: - The sum total of the actual auxiliary consumption and the transformation losses shall not be more than 0.7% of the gross energy generated at the generator terminals of all the units of the generating station.

In case the Lessee uses the energy generated in the power station for his personal use such as residential premises etc. the same shall be payable by the Lessee to the Owner at the rate HPSEBL tariff.For this purpose readings of energy meters installed at each auxiliary panel for residential feeder, generator terminal and export and import check & main energy meters installed at “interconnection points” at generation facility & HPSEBL grid shall be taken on monthly basis jointly by the Owner and the Lessee.

3.13 Availability of the Power PlantThe percentage plant availability of the power plant shall not be less than 90%. The percentage plant availability of the power plant shall be the average of the percentage plant availability of all the generating units in the power plant.The percentage plant availability of each generating unit shall be calculated as per the following formula:PPA = (A+B+C+D)/H x 100, wherePPA = Percentage plant availability of the generating unit.

A = Total actual running time of generating unit during the specified period.B = Total outage time of the generating unit during the specified period on

account of non-availability of discharge and HPSEBL grid in case the plant is in running condition at the time of commencement of non-availability of grid or discharge or both.

C = Total outage time of the generating unit during the specified period on account of reserved outages. Reserved outages will include shut down of the generating unit on instruction of Owner and any other statutory authority for reasons not attributable to the Lessee.

D = Total outage time of the generating unit during the specified period for any other reason beyond the control of Lessee but subject to approval by the Owner.

H = Number of hours during the specified period. For an incomplete Quarter the number of hours will be actual hours during the incomplete Quarter.

The Shutdown time of any generating unit during a Quarter or during an incomplete Quarter on account of Scheduled Outages for capital repairs only (major overhauling of plant) and Reserved Outages shall not be taken into account for calculating the percentage plant availability of the generating unit.

3.14 Penalty for shortfall in Plant AvailabilityThe percentage plant availability of each generating unit and power plant shall be calculated for each quarter of a financial year. In case the percentage availability of any quarter during the subsequent years, after first two years, falls short of 90% (Ninety percent) then the Lessee will pay a penalty at the following rates to the Owner for the shortfall of each percentage of plant availability of the power plant as indicated below subject to maximum 10% penalty of the total quarterly earnings of the Lessee during the quarter of short fall of plant availability.

Sr. No.

Short fall in percentage plant availability.

Penalty payable in Rs. by the Lessee

1. During first two years of the Lease.

NIL. Since the augmentation of the HEP has to be taken up and completed within the first two years.

25

2. During subsequent years for shortfall up to 80% availability.

For every short fall of one percent from 90% to 80% availability @ of 1% of quarterly earnings for that plant will be paid by Lessee.

The percentage plant availability will be reviewed on quarterly basis for the purpose of applicability of penalty and in case the percentage quarterly plant availability of the power plant falls below 80% (eighty percent) during subsequent years, after first two years of operation, for any quarters, then Owner may also consider to terminate the Lease Agreement as per provisions of clause 3.35 hereof in addition to penalty charges.

The aforesaid penalty will be applicable after two years from the time and date on which the power plant is handed over to the Lessee. For incomplete quarter the penalty will be applicable from the time and date of handing over of the plant to the Lessee up to the following 24.00 hrs of 31st March or from 00.00 hrs of 1st April to the following time and date on which the power plant is handover back to the Owner.

3.15 Augmentation of the Thirot Hydro Electric Project: -

3.15.1 The lessee is allowed to augment the project from 4.5 MW to 6.0 MW or 9.0 MW within the domain of existing project as far as possible.

3.15.2 Time line for augmentation: - For carrying out the modifications/additions, in order to enhance the capacity of the project from 4.50 MW to 6.00 MW or 9.0 MW, a maximum period of two years shall be permitted.

3.15.3 Royalty and free power: - The conditions for royalty and free power will remain the same i.e. applicable as on today for the existing capacity. On enhancement of capacity the conditions of free power, additional free power and royalty as stipulated in the power policy will be applicable.

3.15.4 Upfront premium for SHPs: - On enhancement of capacity the condition for upfront premium as stipulated in the power policy will be applicable.

3.15.5 Local Area Development Fund: -

3.15.5.1 During Construction: - The Lessee will have to pay 1% or 1.5%, as the case may be, of the total project cost (for enhancement of capacity) for Local Area Development Fund (LADF) during the construction period of the project.

3.15.5.2 After Commissioning: - After commissioning of the project the Lessee will provide 1% additional free power for the LADF for the lease period.

For both cases as mentioned above the conditions for the existing capacity will remain unchanged.

3.15.6 Renewable Energy Certificate (REC) and Clean Development Mechanism (CDM): - The Lessee will process the cases for REC and CDM on behalf of HPSEB Ltd. and the benefits accruing out of these will be shared equally by the Lessor and the Lessee.

3.15.7 Shutdown during the process of augmentation: - The shutdown schedule will be decided by the Lessee in consultation with HPSEB Ltd. It shall be ensured that the shutdown schedules are staggered in such a way so as to ensure that the local population is least affected. The Lessee shall ensure that shutdown requirement is a bare minimum and will submit the total shutdown requirement, in days, alongwith their proposal in the Bid. During the period of shut down of the Power House, the electricity requirement of Lahaul Valley shall be met by feeding power from Manali through the 33 kV line. But

26

the power availability from Manali cannot be relied upon, especially during the winter season, as the 33kV line which passes through tough terrain cannot be repaired during the snow season, therefore, the Lessee shall be required to make alternate arrangement of supplying free power to meet the requirement of vicinity, by providing D.G. sets of adequate capacity.

3.16 Distribution of energy generated: -

i) The Lessee will supply power up to 4.5 MW (2.820 MU minus the auxiliary consumption & the transformation losses) to HPSEBL free of cost as per monthly chart enclosed with bid document/Lease agreement.

ii) Entire generation over and above the mentioned at (i) above can be used by the Lessee as construction power for the newer projects.

iii) The Lessee will construct his own transmission lines for the evacuation of power to the project and in case Lessee uses HPSEBL lines, the wheeling charges will be as per the norms allowed by the Regulator.

iv) In case HPSEBL is not able to utilize their share of power, the Lessee may purchase the balance power at the bulk supply rate as approved by the Regulatory Commission.

v) In case generation is in excess of the requirement of the Lessee, the Lessee can sell the same to HPSEBL at the pooled rates fixed by HPSEBL, in case HPSEBL is willing to purchase the same”.

The Lessee will generate matching MVARs corresponding to 0.9 PF lagging, so that there is no adverse effect on HPSEBL’s system. Monthly average PF shall be computed from ratio of KWH to KVAH injected into HPSEBL’s system during the month.

3.17 Metering, Billing & Invoicing

For measuring and recording the export/import of energy by the Lessee at the interconnection point, one set of Main and Check meter along with separate CTs and PTs for main & check meters, of 0.5 accuracy class for each outgoing feeders shall be provided by the Lessee at the interconnection point. Main and Check meters shall be capable of measuring and recording the following parameters for various time/frequency blocks as per Prudent Utility Practices: -i) Active Energy (KWH) export & import.ii) Reactive Energy (KVARH) export & import.iii) Frequency (Hz)iv) Maximum demand, export & import, in kVA/kW for each demand period and for

the total period since last reset.v) KWH and KVARH, export & import, since last reading.vi) Real time and time of the day metering.vii) Number of resets.

All the Meters, CTs and PTs described above shall be jointly inspected and sealed by the Lessee and the Owner and these shall not be interfered with by the Lessee/Owner except in the presence of the representatives of the two parties. For testing and calibration of meters, a notice of at least 7 (seven) days shall be given by the Lessee for testing to enable the authorized representatives of the two Parties to be present.All meters, CTs and PTs shall be checked for accuracy once in every 6 (six) months by the Lessee and shall be treated as working satisfactorily so long as the errors are within the limits prescribed for such meters.Meter readings of the Main Meter & Check Meter will form the basis of billing/invoicing by either party so long as the half yearly checks thereof are within the prescribed limit. If either of the meters is found to be defective during these checks they will be immediately tested/calibrated/ repaired/replaced by the Lessee at his own cost.

27

Where the half yearly check indicate errors in the Main Meters beyond the prescribed limit but no such error is noticed in the Check Meters, billing for the month up to the date & time of such test check will be done on the basis of Check Meter and the Main Meters will be re-calibrated immediately. The Lessee shall maintain one set of meters and metering equipment as spare for replacement of the defective meters and metering equipment and to ensure correct metering at all time.

If during the half yearly checks, both the Main meters and the Check Meters are found to be beyond permissible limits of error, the meters shall be immediately re-calibrated and the correction shall be applied to the consumption registered by the Main Meters to arrive at the correct consumption of energy for billing/invoicing purposes for the period of the month up to the time of such check. Billing for the period thereafter till the next monthly meter reading shall be measured by re-calibrated Main Meters.

Corrections in billing/invoicing, whenever necessary, shall be applicable to the period between date & time of the previous test calibration and the date & time of the test calibration in the current month when the error is observed and this correction shall be for the full value of the absolute error. For the purpose of the correction to be applied, the meter shall be tested at 100, 75, 50, 25 & 10 percent load at unity, 0.85 & 0.75 lagging power factors. Of these fifteen values, the error at the load and power factor nearest the average monthly load served at the point during the period shall be taken as the error to be applied for correction.

The billing/invoicing will be normally done on the basis of readings recorded by the Main Meter installed at the interconnection point. In case, the Main Meter becomes defective, the billing/invoicing by either party shall be done on the basis of Check meter readings. However, the Lessee will procure one set of spare meter & metering equipment for immediate replacement to record correct readings.

For the purpose of test & calibration, the sub standard meter shall be got calibrated and sealed from a reputed testing Laboratory. This meter shall be calibrated once in every 2 years.

3.18 Parallel & Integrated Plant OperationsThe Lessee shall run the plant in isolation mode or as a part of integrated system to generate power in parallel with the grid and shall inject three phase 50 Hz. (nominal) AC supply into HPSEBL’s system.In matters relating to grid operations and load dispatch, the directions of State Load Dispatch Centre, HPSEBL, Totu, Shimla or the officer who may be authorized by the HPSEBL shall be strictly complied with by the Lessee. Any dispute on this account shall be referred to the Chief Engineer (System Operation), Vidyut Bhawan, Shimla – 171004 of HPSEBL whose decision shall be final.

3.19 Statutory Clearances All required clearances, permissions and approvals for the existing installed capacity of 4.5 MW have already been obtained by the Owner. However, the Lessee will be responsible for obtaining subsequent/periodic permits/clearances as per statutory/obligatory provisions and other clearances, if required, for augmentation of the power project. The Lessee will also comply with the stipulations of the permits/clearances and shall ensure that such permits/clearances are kept in force throughout the lease agreement period. It is further clarified that necessary clearances of accuracy of meters/metering equipment, protection system, correct installations of equipment, safety provision etc. required from Chief Electrical Inspector, Deptt. of Telecommunication for Wireless System, Pollution Control Board & the Labour

28

Commissioner will also be obtained by the Lessee. The fees/charges on account of statutory clearance shall be reimbursed to the Lessee as per actual.

The Lessee shall be responsible at his own expense to ensure that the Power plant is operated and maintained in accordance with all legal requirements including the terms of all consents/clearances/permits and Prudent Utility Practices within the acceptable technical limits so as not to have an adverse effect on the HPSEBL’s Grid System, Irrigation System and environment. Personnel employed by the Lessee shall meet any applicable laws, rules, regulations and requirements in force from time to time in the State of Himachal Pradesh/Union of India.

The Owner shall have the right to designate from time to time its officers/officials who shall be responsible for inspecting the Power plants for the purpose of verifying the compliances of the terms of the agreement.

3.20 Liaison with the Owner The Lessee shall closely liaise with all concerned departments on behalf of the Owner including the Owner, all offices & Load Dispatch Centre and/or other designated officers/officials of HPSEBL & other concerned offices during the period of Lease Agreement. During the period, this agreement is in force, the Lessee shall give 7 (seven) days prior intimation of its annual maintenance programme to the Owner. The Lessee will also furnish in the last week of every month supply plan indicating the total quantum of electricity likely to be delivered in the next month from the plant.

3.21 Temporary Interruptions in Delivery of EnergyThe Owner may require the Lessee to temporarily curtail or interrupt delivery of energy, when necessary, in the following circumstances:a. For repair, replacement and removal of the equipment or any part of its system

associated with the Lessee’s facility. However, as far as practicable such an event shall be scheduled during the annual shut-down period of the generation facilities.

b. Load crash in HPSEBL Grid System due to wide spread rains and lightening strokes.c. Conditions leading to over-loading of interconnecting transformers, transmission lines

and switch gears due to outage of some equipment at HPSEBL power system.d. If the Owner determines that the continued operation of the Lessee’s generation

facility may endanger the safety of the HPSEBL’s personnel or integrity of the Board’s electric system or have an adverse effect of the electric service to the Board’s other customers.

e. Under Force-Majeure Conditions of the Board or otherwise.f. Instructions for the disconnection of the Lessee’s generation facility from the

HPSEBL’s system shall be notified by the designated Load Dispatch Centre for the period/duration indicated by it. However, the Board shall take all reasonable steps to minimize the number & duration of such interruptions, curtailments or reductions.

3.22 Manpower Deployment by Lessee

3.22.1. The Lessee will deploy the required experienced, competent & well qualified manpower as per Power Utility Practices for round the clock smooth and efficient Operation & Maintenance, supervision & monitoring, proper liasioning with the concerned departments/authorities and proper interaction with the Owner for all related matters to the plants and to achieve the objectives set forth in the document. The manpower deployed at the plants for operation should be well conversant with the safety instructions. The Lessee is encouraged to use local labour that has the necessary skills.

3.22.2 The Lessee will also supplement the manpower with additional qualified and experienced personals as and when required for smooth & efficient O&M and during annual maintenance/capital maintenance. The Lessee will submit the details of the personnel

29

proposed indicating their qualification, experience etc. to be deployed by him in Envelope – I.

3.22.3 The Owner reserves the right to direct the Lessee to remove any of the personal deployed for O&M if his performance or conduct is found unsatisfactory at the plants.

3.22.4 Owner will depute its staff for inspection, supervision & monitoring of operation and maintenance of plants, schedules and other covenants to the project area under the Lease Agreement. Such visits may be made from time to time without prior information to the Lessee. An inspection book will be kept at the plant for any written instructions by the Owner or its authorized representatives as may be necessary. The Lessee will comply with these instructions.

3.22.5 Unless otherwise provided in the Lease, the Lessee shall be responsible for the recruitment, transportation accommodation and catering of all labour, local, or expatriate, required for the execution of the Lease and for all payments in connection therewith.

3.22.6 The Lessee shall be responsible for obtaining all necessary permit(s) and/or visa(s) from the appropriate authorities for the entry of all labour and personnel to be employed on the Site.

3.22.7 The Lessee shall at its own expense provide the means of repatriation to all of its and its sub-Contractor's personnel employed on the Lease at the Site to their various home states. It shall also provide suitable temporary maintenance of all such persons from the cessation of their employment on the Lease to the date programmed for their departure. In the event that the Lessee defaults in providing such means of transportation and temporary maintenance, the Owner may provide the same to such personnel and recover the cost of doing so from the Lessee.

3.22.8 The Lessee shall at all time during the progress of the Lease use its best endeavors to prevent any unlawful, riotous or disorderly conduct or behavior by or amongst its employees and the labour of its sub-Contractors.

3.22.9 The Lessee shall, in all dealings with its labour currently employed on or connected with the Lease, pay due regard to all recognized festivals, official holidays, religious or other customs and all local laws and regulations pertaining to the employment of labour.

3.23 SECURITIES

3.23.1 Lease Performance Security

3.23.1.1 Within 15 (fifteen) days after receipt of letter of award but not later than the signing of the Lease Agreement, the successful Bidder shall be required to furnish to the Owner, a Lease Performance Security in the form of an irrevocable Bank Guarantee from an Indian Nationalized Bank for an amount of Rs.25,00,000/- (Twenty Five lacs) valid for the full duration of the Lease, as per Performa annexed to Bid document for the satisfactory performance of Lease in accordance with the conditions of the Lease. The Lease Performance Security can also be in the form of a Fixed Deposit Receipt duly pledged in favour of the Accounts Officer (Banking), F&A Wing, H.P.S.E.B., Vidyut Bhawan, Shimla (H.P.) – 171004 as per Performa annexed to Bid document.

3.23.1.2 The security shall be denominated in Indian Rupees and shall be in the form of bank guarantee attached hereto in the section on Forms and Procedures, or in another form acceptable to the Owner.

3.23.1.3 The Performance Security will be returned to the Lessee without any interest within 60 days after the expiry of the term of the Lease Agreement on submission of no claim certificate unless otherwise specified.

3.23.1.4 It is expressly understood and agreed that the above Lease Performance Security is intended to secure the performance of entire Lease. It is also expressly understood and agreed that the Lease Performance security is not to be construed as limiting the damages as detailed under the Technical Requirements & Instructions.and any other damages stipulated in other clauses in the Lease Documents.

30

3.23.2 Claims under Security

Whether or not the Performance Security is stated by its terms to be payable on the demand of the Owner, the Owner shall not make a claim under the Performance Security unless one of the following conditions is satisfied:a) the Lessee is in breach of the Lease and fails to remedy the breach with in 30

(thirty) days after receiving written notice from the Owner requiring him to do so. The notice shall state the intention to claim under Performance Security, the amount claimed and the breach relied upon, or

b) the Owner has obtained an award in arbitration and the amount awarded has not been paid within 45 (forty five) days after the award, or

c) the Lessee has gone into liquidation or is bankrupt, ord) any other reason specifying the default of the Lessee by the Owner.

In every case the Owner shall, when making the claim, send a copy to the Lessee.

3.24 CONFIDENTIAL INFORMATION3.24.1 The Owner and the Lessee shall keep confidential and shall not, without the written

consent of the other party hereto, divulge to any third party any documents, data or other information furnished directly or indirectly by the other party hereto in connection with the Lease, whether such information has been furnished prior to, during or following termination of the Lease.

3.24.2 The Owner shall not use such documents, data and other information received from the Lessee for any purpose other than the operation and maintenance of the works. Similarly, the Lessee shall not use such documents, data and other information received from the Owner for any purpose other than the design, procurement of plant and equipment construction of or such other work and services as are required for the performance of the Lease.

3.24.3 The obligation of a party under GCC sub-clause 3.23.1 and 3.23.2 above, however, shall not apply to that information whicha) now or hereafter enters the public domain through no fault of that party.b) can be proven to have been possessed by that party at the time of disclosure and

which was not previously obtained directly or indirectly, from the other party hereto.

c) otherwise lawfully becomes available to that party from a third party that has no obligation of confidentiality.

3.24.4 The above provisions of this GCC Clause 3.23 shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the Lease in respect of the works or any part thereof.

3.24.5 The provisions of this GCC Clause 3.23 shall survive termination, for whatever reason, of the Lease.

3.25 REPRESENTATIVES

3.25.1 Engineer-in-chargeThe Resident Engineer, Larji Power House Division, H.P.S.E.B. Ltd., Thalout, Distt. Mandi H.P. shall be the Engineer-in-charge. The Engineer-in-charge shall represent and act for the Owner at all times during the currency of the Lease. All notices, instructions, orders, certificates, approvals and all other communications under the Lease shall be given by the Engineer-in-charge except as herein otherwise provided.All notices, instructions, information and other communications given by the Lessee to the Owner under the Lease shall be given to the Engineer-in-charge except as herein otherwise provided.

31

3.25.2 Lessee's Representative

3.25.2.1 The Lessee's Representative at site shall be named before or at the time of signing the Lease.

3.25.2.2 The Lessee's Representative shall represent and act for the Lessee at all times during the currency of the Lease and shall give to the Engineer-in-charge all the Lessee's notices, instructions, information and all other communications under the Lease.All notices, instructions, information and all other communications given by the Owner or the Engineer-in-charge to the Lessee under the Lease shall be given to the Lessee's representative or, in his absence, his deputy, except as herein otherwise provided.The Lessee shall not revoke the appointment of the Lessee's representative without the Owners prior written consent, which shall not be unreasonably withheld.

3.25.2.3 The Lessee's representative may, subject to the approval of the Owner (which shall not be unreasonably withheld), at any time delegate to any person any of the powers, functions and authorities vested in him or her. Any such delegation may be revoked at any time. Any such delegation or revocation shall be subject to a prior notice signed by the Lessee's representative and shall specify the powers, functions and authorities thereby delegated or revoked. No such delegation or revocation shall take effect unless and until a copy thereof has been delivered to the Owner and the Engineer-in-charge.Any act or exercise by any person of powers, functions, and authorities so delegated to him or her in accordance with this GCC sub-clause 3.24.2.3 shall be deemed to be an act or exercise by the Lessee's Representative.

3.25.2.4 Notwithstanding anything stated in GCC sub-clause 3.24.1 and 3.24.2 above, for the purpose of execution of Lease the Owner and the Lessee shall finalize and agree to a Lease coordination procedure and all the communication under the Lease shall be in accordance with such Lease co-ordination procedure.

3.25.2.5 The Owner reserves the right to remove any representative employed by the Lessee in the execution of the Lease if his performance or conduct is found unsatisfactory.

3.26 Site Regulations and SafetyThe Owner and the Lessee shall establish Site regulations setting out the rules to be observed in the execution of the Lease at the Site and shall comply therewith. The Lessee shall prepare and submit to the Owner, with a copy to the Engineer-in-charge proposed Site regulations for the Owner's approval, which approval shall not be unreasonably withheld.Such Site regulations shall include, but shall not be limited to rules in respect of security, safety of the works, gate control, sanitation, medical care, and fire prevention.

3.27 LOSS OF OR DAMAGE TO PROPERTY; ACCIDENT OR INJURY TO WORKERS; INDEMNIFICATION

3.27.1 The Lessee shall indemnify and hold harmless the Owner and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses, of whatsoever nature, including attorney's fees and expenses , in respect of the death or injury of any person or loss of or damage to any property (other than the works whether accepted or not), arising in connection with the supply and Maintenance of the works and by reason of the negligence of the Lessee or their employees, officers or agents, except any injury, death or property damage caused by the negligence of the Owner, its Contractors, employees, officers or agents.

3.27.2 If any proceedings are brought or any claim is made against the Owner that might subject the Lessee to liability under GCC sub-clause 3.26.1 the Owner shall promptly give the Lessee a notice thereof and the Lessee may at its own expense and in the Owner's name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

32

If the Lessee fails to notify the Owner within 30 (thirty) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Owner shall be free to conduct the same on its own behalf. Unless the Lessee has so failed to notify the Owner within the 30 (thirty) days period the Owner shall make no admission that may be prejudicial to the defense of any such proceedings or claim.

3.28 INSURANCEThe Lessee shall at its expense take out and maintain in effect, during the performance of the Lease, the following insurances set forth below a) All risk Insurance

Covering physical loss or damage to the electro-mechanical, electrical & hydro-mechanical equipment of the Hydro Electric Project for the entire duration of the Lease. The Owner shall be named as co-insurant and all claims shall be preferred and received by the Owner.

b) Third Party Liability InsuranceCovering bodily injury or death suffered by third parties occurring in connection with the works under the Lease.

c) Worker's Compensation In accordance with the statutory requirements applicable in any country where the Lease or any part thereof is executed.

3.29 Spare Parts & ConsumablesThe Owner has already purchased certain spare parts for the plant. The aforesaid spares parts which are already available with the Owner will be made available to the Lessee at the stock issue price which shall be finalized before issue of Letter of Award. The standby spares/motors/components (other than spares/stores indicated in the above para) available with HPSEBL shall be handed over to the Lessee for replacement during breakdowns to minimize the breakdown time of the plants. However these spares/motors shall always be kept in good working conditions through immediate repairs of defective spares & maintenance of unused spares by the Lessee for replacement to minimize the plant downtime. The Lessee will build up sufficient inventory of standby items & normal spares of its own over & above the spares available with HPSEBL which is required to minimize the down time of the plants. However extra standby spares/ motors/ components/ equipments required for minimizing the down time shall be arranged by the Lessee at his own cost. The Lessee will prepare a list of such spares & standby items and shall be procured by the Lessee immediately after issue of Letter of Award. This list of spares is minimum & not restricted to this extent & may vary depending on actual requirement. The Owner can advise the Lessee for procurement of additional spares which shall be a binding on Lessee. Before taking over the plants the Lessee will take procurement action and goods shall be procured at the earliest. The list of spares and standby items is enclosed with the Lease Agreement and will become part of the agreement.Notwithstanding the above, the Lessee shall be responsible for providing all routine, preventive breakdowns, capital maintenance spares and consumables for which Lessee shall build up his own inventory of spares and consumables including standby provisions based on likely replacements during the Lease Agreement. All expenses on replacement/repair are to be borne by Lessee including labour and technical supervision, which may be required. The Lessee will have to contact the vendors/manufacturers himself for purchase of spare parts from original equipment manufacturers. Owner will facilitate if required to the Lessee for the purpose of procurement of these spares expeditiously. In case these spares from original manufacturers are not available then Lessee will explore the possibilities of purchasing the spare parts from other manufacturers of the same specifications but before placement of order the Lessee will take approval of Owner to the specifications of the product and of the vendor/manufacturers. Sufficient spare parts and consumables will be stored at the plant by the Lessee at all times to minimize breakdown time and consequent generation loss.

33

The standby items and spare parts for maintenance of plants including building will require following types of inventory and record to be kept by the Lessee. Consumables Routine maintenance spares Breakdown maintenance spares Capital spares and Standby ItemsThe Lessee may take insurance cover for burglary and theft for his stores at his own cost, if so desired by him.

3.30 Issue of Spares from the inventory of HPSEBLThe Owner will issue the available spares in the stores of HPSEBL to the Lessee on requisition by the Lessee and the Owner will deduct the cost of spares/stores at the stock issue rates from the monthly share of revenue receipts payable to Lessee by the Owner.

3.31 Tools and Tackles and Measuring Instruments:Immediately after handing over of the plant to the Lessee, the Owner will hand over all such tools and tackles and measuring instruments, which have been supplied with the plant and equipment by the manufacturers. These tools and tackles and measuring instruments shall be properly maintained & repaired and shall always be kept in good condition by the Lessee at his own expense. All these tools and tackles and measuring instruments shall be returned in good condition by the Lessee to the Owner after the expiry of the Lease Agreement.All other tools and tackles and measuring instruments required for operation and maintenance of the plant shall be provided by the Lessee at his own expense. These goods shall be immediately identified and procured by the Lessee after issuance of Letter of Award but before taking over the plants.

3.32 Lessee’s Liability, Communication facility and InsuranceImmediately within fifteen days of handing over of the plant by the Owner to the Lessee, the Lessee will obtain an Insurance Policy from insurance company against loss or damage by ‘FIRE’ to the plant and machinery of the power station and associated switchyard including dedicated telephone lines at his own cost.The breakdown insurance cover against breakdown risk of the costly & main equipment of the plants i.e. Turbines, Gear Boxes, Main Transformers & Generators shall also be taken by the Lessee at his own cost within fifteen days of the taking over of the project.From commencement to completion of the Lease Agreement as a whole, the Lessee shall be fully responsible for the care thereof and for taking precautions to prevent loss or damage to the plant. He shall be liable for any damage or loss that may happen to the civil structures, plant and machinery and switchyards or any part thereof. The Owner’s plant and machinery, materials, civil structures etc. shall always be kept in good order and condition in every respect to the highest accepted industry standards. The Lessee shall maintain & avail all existing communication facilities such as telephones & wireless systems provided at the plants at his own cost and will pay the bills/license fees regularly to avoid disconnection.The Lessee shall at his own expense arrange for the safety provisions and shall comply with the requirements in respect of Operation & Maintenance (O&M) of civil structures, control weir and gates/site, and plant and equipment, as laid down in the Manuals, manufacturer’s O&M instructions for the equipments, Indian Electricity Act, Indian Electricity Rules and Instructions given by Owner’s officers.

3.33 Terms of Payment

3.33.1 Payments for wheeling charges of power as per clause 3.16 (iii) above will be made by the Lessee to the Lessor, against monthly claims.

3.33.2 Payments for purchase of power by the Lessee from the Lessor as per clause 3.16 (iv) above will be made by the Lessee to the Lessor, against monthly claims.

34

3.33.3 Payments for purchase of power by the Lessor from the Lessee as per clause 3.16 (v) above will be made by the Lessor to the Lessee, against monthly claims.

3.33.4 Payments of incentives on energy generation for the power plant will be made on yearly basis against the claims filed by Lessee, duly supported by calculations and documentary evidence of energy generated in a year in excess of 75% of the design energy of one year.

3.33.5 Penalty calculations for shortfall in Percentage Annual Availability of the power plant shall be carried out by the Owner on quarterly basis on the basis of plant availability data submitted to the Owner by the Lessee on prescribed format on monthly basis. The Owner will verify the calculations of plant availability submitted by the Lessee. The penalty if any levy able on the Lessee, the same shall be deducted from Lessee’s monthly bills and other dues as and when due.

3.33.6 The payments will be released by the Lessee/Lessor, as the case may be, within 30 days of submission of technically and commercially clear claims by the Lessor/Lessee.

3.33.7 Three sets of invoices shall be sent to the Resident Engineer, Larji Power House Division, H.P.S.E.B. Ltd., Thalout, Distt. Mandi H.P. by the Lessee for claiming payments as detailed above.

3.33.8 Three sets of invoices shall be sent by the Resident Engineer, Larji Power House Division, H.P.S.E.B. Ltd., Thalout, Distt. Mandi H.P. to the Lessee for claiming payments as detailed above.

3.34 Rights and Ownership of Property

3.34.1 Right of OwnershipThe power plant including its land, civil structure and plants and equipments are the property of Govt. of Himachal Pradesh/HPSEBL. The Owner shall have all rights to access and inspection of the plants at all reasonable time and make comments and take observations on the satisfactory performance of these plants.

3.34.2 Signs and BarriersLessee shall have the right to install and display advertising and warning signs or barriers at the Properties, provided such signs and barriers are reasonable in their content and size and may remove the same upon termination of this Lease; provided, however, that upon removing the same Lessee shall restore the Properties to the condition it was prior to the installation of such signs or barriers.

3.34.3 Owner’s Right of Access to the PropertiesLessee agrees that Owner and its authorized representatives shall have the right at all reasonable times to enter upon the Properties and to examine and inspect the Properties, including such rights of access to the Properties as may be reasonably necessary for the maintenance and operation of the power plants.

3.35 Termination of Lease

3.35.1 Termination of Lease due to Failure to obtain Permits or occurrence of default.If Lessee is unable to obtain all the necessary permits or licenses or authorizations, which may be required from any regulatory agency of the Govt. of Himachal Pradesh or Govt. India or of any other state in India to produce hydro electric power and to carry out O&M of the power plant or Lessee defaults in any of the provisions of this Lease Agreement, Owner may, without liability of any kind to Owner, declare this Lease agreement as terminated. It is agreed, that before any termination hereof, Owner shall be giving a reasonable time and notice of 21 (twenty one) days to the Lessee to rectify such defaults.

3.35.2 Events of Default Defined The following shall also be “events of default” under this Lease and the terms “event of default” or “default” shall mean, whenever they are used in this Lease, any one or more of the following events:

35

a. Failure by Lessee to observe and perform any covenant, condition, or agreement in this Lease Agreement on the part of Lessee to be observed or performed, other than as referred, for a period of 21 (twenty one) days after written notice thereof specifying the failure and requesting that it be remedied, given to Lessee by Owner, unless Owner shall agree in writing to an extension of such time prior to its expiration.

b. Lessee (i) Unable to rectify the defaults pursuant to various clauses of this

agreement; (ii) becoming insolvent; (iii) being unable, or admitting in writing its inability, to pay its debts as they

mature; (iv) failing to promptly lift any execution, which, in the judgment of Owner,

impairs the ability of Lessee to carry on its business operations; (v) making a general assignment for the benefit of creditors or to an agent

authorized to liquidate any substantial amount of its property; (vi) filing a petition in bankruptcy or for reorganization or to effect a plan or

other arrangement with creditors under the provisions of the Bankruptcy Act, as amended, or under any similar act in any domestic or foreign jurisdiction which may now be in effect or hereafter enacted;

(vii) applying to a court for the appointment of a receiver for any of its assets; (viii) having a receiver appointed for any of its assets (with or without the

consent of Lessee) and such receiver not being discharged within 60 (sixty) days after his appointment;

(ix) if the Lessee assigns or transfers the Lease or any right or interest therein in violation of the provision of GCC Clause 3.35 (Assignment).

(x) if the Lessee, in the judgment of the Owner has engaged in corrupt or fraudulent practices in competing for or in executing the Lease;For the purpose of this sub-clause:"Corrupt practice" means the offering, giving receiving or soliciting of any thing of value to influence the action of a public official in the procurement process or in Lease execution."Fraudulent practice" means a misrepresentation of facts in order to influence a procurement process or the execution of a Lease to the detriment of the Owner and includes collusive practice among Bidders (prior to or after Bid submission) designed to establish Bid prices at artificial non-competitive levels and to deprive the Owner of the benefits of true and open competition.

(xi) has abandoned or repudiated the Lease;(xii) has without valid reason failed to commence work on the works

promptly or has suspended the progress of Lease performance for more than 30 (thirty) days after receiving a written instruction from the Owner to proceed;

(xiii) persistently fails to execute the Lease in accordance with the Lease Agreement or persistently neglects to carry out its obligations under the Lease Agreement without just cause;

(xiv) refuses or is unable to provide sufficient materials, services or labour to execute the works in the manner specified.

The Owner may, without prejudice to any other rights it may possess under the Lease, give a notice to the Lessee stating the nature of the default and requiring the Lessee to remedy the same. If the Lessee fails to remedy or to take steps to remedy the same within 14 (fourteen) days of receipt of such notice, then the Owner may terminate the Lease forthwith by giving a notice of termination to the Lessee. The termination of the Lease shall amount to breach of Lease by the Lessee and the Lessee shall be liable for forfeiture of his Lease performance security pursuant to GCC sub clause 3.22.1.4. The Owner shall

36

be entitled to complete the left out/unexecuted works from other sources entirely at the risk, responsibility and cost of the Lessee.

3.36 ASSIGNMENT

Neither the Owner nor the Lessee shall, without the express prior written consent of the other (which consent shall not be unreasonably withheld), assign to any third party the Lease or any part thereof, or any right, benefit, obligation, or interest therein or there under, except that the Lessee shall be entitled to assign either absolutely or by way of charge any monies due and payable to it or that may become due and payable to it under the Lease.

3.37 Force Majeure

3.37.1 Force Majeure Events

The Force Majeure Events shall mean one or more of the following acts or events:

i) Acts of God or events beyond the reasonable control of the Affected Party which could not reasonably have been expected to occur such as extreme adverse weather or environmental conditions, lightning, heavy rains, heavy snowfall, cyclones, tempest, whirlwind, landslides, storms, floods, volcanic eruptions or fire (to the extent originating from a source external to the site or not designed for in construction works);

ii) Radioactive contamination or ionizing radiation;iii) An act of war (whether declared or undeclared), invasion, armed conflict or act of

foreign enemy, unexpected call up of armed forces, blockade, embargo, blockade, rebellion, riot, religious strife, bombs or civil commotion, sabotage, terrorism;

iv) Strikes or boycotts interrupting operations of the Project;v) Any judgement or order of any court of competent jurisdiction or statutory authority

in India made against the Company in any proceedings for the reason other than failure of the Company to comply with any Applicable Law or Clearances or on account of breach thereof, or of any Lease, or enforcement of this Agreement; or

vi) Any other event or circumstance of a nature analogous to the foregoing.3.37.2 Notification obligations

If a Party is affected by any Force Majeure event, the affected Party shall give the other Parties written notice describing the particulars of the Force Majeure event as soon as reasonably practicable after its occurrence but not later than five days after the date on which such Party knew of the commencement of the Force Majeure event or of its effect on such Party.

3.37.3 Obligations of Parties in case of Force Majeure event

i) The Parties shall co-operate and discuss in good faith and will develop the proposal for remedial measures and reasonable alternative measures to remove / remedy Force Majeure event to enable the Performance of the effected Party provided however that no Party shall be required under this provision to settle strike or other labour dispute.

ii) Upon the occurrence and during the subsistence of any Force Majeure event, none of the parties shall be relieved of their liabilities / obligations.

3.38 Additional Covenants and Explanatory Provisions

3.38.1 Lessee shall comply with all central, state, and local laws, ordinances, rules, regulations, and executive orders pertaining to unlawful discrimination on account of race, colour, creed, religion, origin, sex, marital status, status with regard to public assistance, disability, or age. Lessee shall further comply at its expense with all central, state, and

37

local laws and ordinances, and all applicable rules, regulations, and standards established and orders issued by any agency of such governmental units, which are now or hereafter promulgated in so far as they relate to Lessee’s O&M of hydroelectric power plant at the project and of Lessee’s performance of the provisions of this Lease.

3.38.2 Owner shall have full access to all records of Lessee relating to the performance of this Lease.

3.38.3 Lessee agrees to maintain records relating to all goods and services provided by it under the terms of this Lease. Lessee shall retain all such documentation for 3 (three) years following the termination of this Lease. Such records shall be made available for audit or inspection at any reasonable time upon request of Owner, the State Auditor, or their respective authorized representatives.

3.38.4 Lessee warrants that it is and will remain throughout the Lease Term duly registered and qualified to do business in the State of Himachal Pradesh.

3.38.5 Utilities: - Lessee shall pay for all heat, gas, light, power and water used by it and Lessee shall keep the sidewalks, driveways, and parking lots, if any, located at the power plant reasonably free of water logging and unchecked weed growth and shall keep the grass, shrubbery, and trees, if any, properly cut and trimmed.

3.39 TAXES AND DUTIES3.39.1 The Sales tax on works Contract, if applicable, shall be borne by the Lessee. The Owner

shall make the deduction of the same from the Lessee’s invoices at the rates prevalent at that time and deposit the same with the Excise & Taxation Department under intimation to the Lessee.

3.39.2 As regards the Indian income tax, surcharge on income tax and any other corporate tax, the Owner shall not bear any tax liability whatsoever. The Lessee shall be liable and responsible for payment of such tax, if attracted under the provisions of the law present or future and Owner will make deductions at source as applicable.

3.39.3 Service Tax & education cess on service tax shall be paid to the Lessee at the rates prevailing at that time against documentary proof of Service Tax Number of the Lessee. Thereafter it shall be the sole responsibility of the Lessee to deposit the same with the concerned authorities.

3.39.4 All statutory payments including but not limited to charges payable to the H P State Pollution Control Board, the Labour Commissioner on account of registration of the power house under the Factories Act and the Building & Construction Works etc. shall be borne by the Lessee.

3.40 Watch & Ward

A goods movement register for taking out/in any of the plant goods for recording of entries shall be maintained by the Lessee for reference & record at the plants.

3.41 Handing Back of Power Plants by Lessee to Owner

3.41.1 From commencement to completion of the Lease Agreement as a whole i.e. up to the time the power plant is handed back to the Owner or taken over by the Owner, the Lessee shall take full responsibility for the care thereof and for taking precautions to prevent loss or damage. He shall be liable for any damage or loss or down grading of specifications of equipment/components that may happen to the civil structures, plant and equipments of the power station and switchyard or any part thereof. The Owner’s plant and equipment, materials, civil structures etc. shall always be kept in good working order and condition in every respect to the highest accepted industry standards.

3.41.2 After the expiry of the Lease Agreement when the power plant is handed back by the Lessee to the Owner or at any time when the power plant is taken over by the Owner under the provisions of the Lease Agreement, the Owner after allowing for normal wear

38

and tear shall recover from the Lessee all costs of shortages, damages etc. in the power plant together with any amounts of money payable by the Lessee. In case the specifications/quality/performance of any component, equipment or system are downgraded through repairs or replacements than the original one, the same shall be replaced by the Lessee at his own cost with original/equipment component, equipment or system to the satisfaction of Owner. The aforesaid recovery shall be made from the pending bills and security deposit of the Owner and by any other means which the Owner deems fit for affecting such recoveries.

39

Technical Requirements & Instructions.

4.1 INTRODUCTION

This part covers technical requirements & instructions. The Lessee shall strictly observe these technical requirements & instructions in conjunction with the particular technical requirements as mentioned in Original Equipment Manufacturers’ (O.E.M.) drawings/manuals. The Lessee shall execute all work in a skilled and work-man like manner in compliance with modern methods of engineering. The Lessee shall conform to all applicable regulations regarding the execution of operation & maintenance work and shall follow all instructions imparted by the competent authority and the Engineer-in-charge from time to time.

It is essential that the Lessee has adequate experience of similar plant & equipment under his direct responsibility and supervision. He must have in his possession, adequate quantity of precision tools & erection/ installation equipment and highly qualified & experienced supervisory staff and craftsmen.

The Lessees proposal shall be based on the use of the equipment and materials complying fully with the requirements specified herein.

The particular technical specifications/requirements shall take precedence over the general technical requirements in case of any contradiction.

4.2 OBJECTIVES AND SCOPE OF WORK

The objectives to be achieved by the Lessee and the Scope of Work have been described in clauses 1.8 and 1.9 respectively of Information for Bidders.

4.3 STANDARDSThe codes & standards referred in the particular technical requirements/manuals shall govern in all the cases wherever such reference are made.

4.4 DRAWINGSThe Lessee can refer the manufacturer’ drawings/manuals of the equipment, which shall be available in the power house.

4.5 TOOLS AND APPLIANCESThe scope of work shall include all customary and special tools, as well as auxiliary device including lifting devices, ropes, etc., necessary for total assembly and disassembly of all parts of the plant & equipment. Customary tools for erection shall be of the forged and polished chrome-vanadium type. Use of special tools and devices for erection shall be allowed, but shall be approved by the Engineer-in-Charge in each case.

4.6 List of Civil Structures and Plant and EquipmentThe following is the list but not limited to the civil structures and plant and equipments which will be operated and maintained round the clock by the Lessee at the power station.

4.6.1 Civil Structures of Hydel Planti) Diversion structuresii) Diversion Weiriii) De-silting tankiv) Water conductor system comprising of tunnel, Power channel.v) Forebay cum storage tank

40

vi) Penstockvii) Power house with plant and gatesviii) Tail race channelix) Retaining walls, abutments, piers and appurtenants.

4.6.2 Hydro-Mechanical, Electrical & Mechanical Equipment1. Main gates, Control panels and associated equipments.2. Trash racks and associated equipments.3. Turbines with auxiliaries and other associated equipments4. Generators with auxiliaries and other associated equipments5. Lubrication oil system.6. Oil pressure units and servo motors for nozzles7. Electrically Operated Traveling (E.O.T.) Crane 8. Control and Relay panels, capacitor banks etc.9. Turbine Governing Systems 10. Batteries & Battery charger11. Lighting systems, exhaust fan system, fire extinguishers etc.12. Earth pits and earth connections in the power house13. Power and control cables in the plant. 14. Cooling water pumps, storage tank, cooling water circulation systems with all

piping.15. All power house furniture, tools and tackle etc.16. Main power and auxiliary transformers with associated equipments.17. All switchyard equipments such as gantry structures, Current transformers

(CTs), Potential transformers (PTs), Lightening arrestors (LAs), Circuit breakers (CBs), isolators, auxiliary transformer, overhead connections, power and control cables, earth pits and earth connections etc.

18. Telephone system19. Wireless system20. Diesel Generating set21. Export and import energy meters22. All other auxiliaries in power house and switchyard such as vacuum pumps,

oil cooling pumps, stand by lube oil pumps, oil pressure units and other accessories needed for the safe operation of the hydro facilities.

23. Any other item installed at the plants but not indicated.

4.7 Operation & Maintenance of Plants:4.7.1 Operation & Maintenance of Civil works:4.7.1.1 Operation of the water conductor system

The operation of the water conductor system shall be carried out in accordance with the Manual of Instructions of Himachal Pradesh State Electricity Board Limited, Relevant Safety standards and instructions of the Owner’s officers.

4.7.1.2 Maintenance of Civil Structures and Water Conductor SystemThe civil works of all plants and appurtenances of the plant have been executed to standard design and to standard quality. It is not expected that they will require any special treatment/attention for repairs. These works, however, will require to be maintained by the Lessee in good condition by regular inspection, maintenance, dusting, washing, cleaning up and painting and polishing. Practices followed by Himachal Pradesh State Electricity Board Limited for government structures/buildings will govern. Painting and Polishing will be done annually during the Lease period with prior approval of the HPSEBL. All steel members are required to be painted every three years based on standard practice to the satisfaction of the Owner. Potholes, damages to concrete, if any, will be repaired by the Lessee at his own cost. Technical specifications followed by Himachal Pradesh Irrigation Department/PWD and HPSEBL will apply.

41

Maintenance of water conductor system of Power Plant will be carried out by Lessee at his own expense and this will include maintenance of the diversion structures, diversion weir, de-silting tank, tunnel, power channel, Forebay and storage tank, penstock, power house structures, tail race, Kuchha/Pucca inspection roads, retaining walls, abutments, piers and appurtenants.

The silt in the diversion weir, water conductor system, Forebay, storage tank and tail race of the plant will be required to be cleaned and physically removed (desilting) as and when required by the Lessee at his own expenses. Lessee will, at his own cost, repair, maintain and keep all the civil structures in good repaired and in operating condition.

The landscaping, lawns, gardens and greenery in the project area shall be developed and properly maintained in a regular manner by the Lessee at his own expense to improve the environment at the plant.

The Lessee shall periodically check the gates regularly for electrical, mechanical & hydraulic failures to ensure fail safe operation of the gates always.

Within one week of issue of letter of award, the Lessee will prepare a schedule of routine, preventive and capital (special) maintenance of entire plant & equipment of all civil structures including desilting and submit the same to the Owner for his approval. The approved schedule will form a part of the Lease Agreement. The maintenance schedules enclosed herewith are meant for the guidance & are not limited to final maintenance schedules to be prepared by the Lessee.

4.7.2 Operation & Maintenance of Plant Round the clock operation & maintenance of plants and equipments shall be carried out by the Lessee in accordance with the manufacturer’s instructions, relevant safety codes, Indian Electricity Act, Indian Electricity Rules, Owner’s instructions and prudent Utility Practices etc. to minimize down time and to optimize the quality power generation from the plants.

4.7.2.1 Operation of Plants

Round the clock operation of the plants will generate power and the quality of the electricity generated/delivered by the “3 x 1.5 MW Thirot Hydro Electric Project” will be ensured by a continuous monitoring of instrumented data. The KWH generated at the plant (kilo watt hours, represents the quantum of energy generated) will be recorded by instrumented panels/Meters and also in the log sheets manually. The total quantum of energy from 0.00 hrs of 1st April of any year to 24.00 hrs of 31st

March of the following year will form the basis of aggregated energy outputs in the annual cycle of the unit operation in the plant. For an incomplete year the total quantum of energy from the time and date on which a particular power plant is handed over to the Lessee upto the following 24.00 hrs of 31st March or from 00.00 hrs. of 1st April to the following time and date on which the power plant is handed over back to the Owner, will form the basis of aggregated energy output. The energy from all the units will represent the aggregated energy output of the plant. The monthly outputs will be reckoned in the same manner based on English calendar months.Besides the above the Lessee shall ensure continuous monitoring and recording on hourly basis of all important parameters as instructed by the Owner from time to time such as water levels, discharge, readings of KW, KVA, KVAR, KWH, voltage, current, power factor & frequency of each generating unit, turbine nozzles opening/closing positions, pressures & temperatures of equipments, readings of export and import energy at main & check meters installed at interconnection point and trippings etc. The Lessee shall furnish the requisite daily, monthly & yearly

42

Performa/formats of data sheets/log sheets for recording important parameters for approval of the Owner within 15 days after issue of the Letter of Award which becomes part of the Lease Agreement. These formats duly completed in all respect shall be furnished by the Lessee to the Owner at regular specified intervals.

The Lessee shall maintain a proper log book at each power plant for recording readings of various instruments/gauges etc. and for recording all operations as and when they occur including scheduled outages, maintenance outages, forced outages, trippings and temporary interruptions in delivery of energy and reasons thereof. The format of the log book shall be approved by the Owner. All the plants data sheets/log sheets shall be handed over by the Lessee to the Owner in duly bonded form at the end of each year.

The Lessee shall provide all required stationery, log books, formats etc. at his own cost.

The Owner shall not be held responsible by the Lessee for any failure of HPSEBL to meet the requirements set forth in next paragraphs, and due to any fluctuations or failure resulting from HPSEBL grid. Should the level of fluctuations of electricity supply in the grid exceed the limits, for an excessively long period, the Lessee will study the issue to evolve suitable solutions with HPSEBL, & action will be taken accordingly by Lessee/ HPSEBL to minimize the grid non-availability. However, the safety of the generating plant and equipment shall be the responsibility of Lessee.

4.7.2.2 Maintenance of PlantsThe Lessee shall commence round the clock maintenance (routine, preventive, breakdown and capital maintenance) of all plants and equipments including hydro-mechanical gates & disposal of trash shall be carried out by the Lessee in accordance with manufacturer’s instructions, manufacturer’s procedures, relevant safety codes, Electricity Supply Act, 1948, Indian Electricity Rules, 1956 & Electricity Act 2003, Owner’s instructions, prudent utility practices etc. for the plants handed over for maintenance as and when. The plants which are handed over only for Plants Operation, the Lessee will carryout only routine maintenance round the clock till such time plants are handed over for maintenance. The routine maintenance shall include cleaning & checks of the plant equipments/components whereas for preventive & breakdown maintenance he will notify to the concerned agency for doing the needful at the earliest.

4.7.3 Routine, Preventive, Breakdown & Capital Maintenance:4.7.3.1 Routine and preventive maintenance shall include such cleaning checks and

maintenance activities round the clock on hourly, shift wise, daily, weekly, fortnightly, monthly, quarterly, half yearly, and yearly basis which are required to be carried out on all the components, equipments & systems including testing & calibration of meters and instruments of the power plants to minimize breakdowns proper recording of data including testing & calibration of meters and instruments and to ensure smooth and trouble free running of the power plants. The Lessee shall be responsible to carry out routine and preventive maintenance and replacement of oils of each and every component / equipment of the power plant and he shall provide all labour, material, consumables etc. for routine and preventive maintenance at his own cost.

4.7.3.2 Breakdown maintenance shall mean the maintenance activity including repairs and replacement of any component or equipment of the power plant which is required to be carried out round the clock as a result of sudden failure/breakdown of that particular component or equipment while the plant is running. The Lessee shall be responsible to carry out breakdown maintenance of each and every component of the power plant and he shall provide the required manpower, materials, consumables,

43

components or equipment etc. for attending breakdown maintenance at his own cost irrespective of the reasons of the breakdown/failure.

4.7.3.3 Capital maintenance shall mean the major overhaul of any component or equipment of the power plant which is not covered by routine, preventive and breakdown maintenance and may become necessary on account of excessive wear & tear, erosion of under water parts, cavitations and aging. The capital maintenance of power plants and all civil structures shall normally be planned to be carried out during the lean period. For this purpose a joint inspection of the Owner and Lessee shall be carried out of all the major components of the power plant, about two months in advance in order to ascertain as to which components of the power plant require capital maintenance. In this regard the decision of the Owner will be final and binding. However, if the condition of any plant and component warrants its capital maintenance at any other time, a joint inspection of the Owner and Lessee shall be carried out immediately on occurrence of such situation and capital maintenance shall be carried out by arranging the shutdown of the plant/part of the plant, if required, in consultation with concerned authorities. The decision of the Owner shall be final and binding.

The capital maintenance of the power plant shall be carried out by Lessee at his own expenses. The Owner will be free to take expert opinion of the manufacturers of plant and equipments or any other appropriate agency during joint inspection in order to ascertain the quantum and nature of the said capital maintenance. Lessee will also be free to obtain the supervision for capital maintenance from manufacturers of plant and equipment/any expert agency at its own cost. At least one capital maintenance of the plant after three years of operation shall be essentially carried out by the Lessee before back handing over of the plants to the Owner before expiry of the lease agreement if extended for five years. However the repair of damages to power plants due to floods, earthquakes, civil commotion, riots, terrorist activities and natural calamities etc. shall be carried by the Lessee at the Owner’s cost.The manufacturer’s operation and maintenance manuals of major plant and equipment are available at site. If desired by the Bidders, these can be seen at site before submission of the Bid. In any case the successful Bidder (Lessee) shall be provided by the Owner one set of the following immediately after issue of Letter of Award for guidance of the Lessee:a. Manufacturer’s O&M manualsb. As built drawingsc. Any other document essentially required for implementation of the Lease

AgreementThe Lessee will not utilize the above items for any other purpose other than O&M of these plants and will maintain the complete confidentiality of all these documents.The period of Capital Maintenance & repair shall be accounted towards plant availability.

4.8 The Lessee shall use all reasonable efforts to give advance notice to the Owner to the extent possible of any unscheduled / scheduled outage of the plant as soon as possible before/after the outage and shall provide the Owner with an estimated duration for such outage. The scope of such outage shall also be intimated. This shall be done by telephonic communication followed by letter/fax.

4.9 The Lessee is to carry out regular maintenance and overhauls of the plant as per recommended schedules and procedures of the equipment suppliers and as per approved schedules by the Owner. The schedule of maintenance and overhauls which require plant shut down shall however be intimated to the Owner and also to the State Load Dispatch Centre to which the Plant is attached. For scheduled maintenance and overhauls the Lessee will take prior approval of the Owner.

44

4.10 The Lessee will be responsible to dispose off the trash dumped at trash pit at a suitable place as proposed by the Owner.

4.11 The Lessee will maintain inspection books at the plant for recording of instructions given by the Owner during inspections.

4.12 The plant will be operated & maintained within the design limits.4.13 In case Owner observes any shortfall in the maintenance and operation response

including inadequacy of staff or their capacity to perform, the Owner has right to record the same in the inspection book or issue instructions for rectification of the same by the Lessee which shall be complied by the Lessee at the earliest possible to the satisfaction of the Owner.

4.14 The Lessee shall maintain the Maintenance registers at the plant. All maintenance works carried out by the Lessee shall be recorded in maintenance register and shall be made available for inspection to the Owner during inspections. At the end of each year these registers shall be handed over by Lessee to the Owner.

4.15 All materials like but not limited to “O” rings, gasket, grease, contactors, fuses, timers, cleaners, oils and lubricants shall be to the Lessee’s account.

4.16 The spares available with HPSEBL shall be issued to the Lessee for their use in the power house only on written request from the Lessee at the stock issue rates and the amount deducted from his monthly invoices.

45

Annexure – A-1BID FORM

Date-------------------------------------------Bid Spec. No. HPSEBL/PHE/Bid Document- ..../20.......

Name of Bid-----------------------------------------------

ToThe Superintending Engineer (Designs),Power House Electrical, H.P.S.E.B. Ltd.,Sunder Nagar, Distt. Mandi. H.P. – 175 019

Sir,

1.0 With reference to the Bid Documents forwarded to us vide your letter no------------------------ dated ----------, we the undersigned, having examined the Bid Documents, including Addenda Nos., (Insert numbers------------------), the receipt of which is hereby acknowledged, offer to execute the work under the above named Lease in full conformity with the said Bid Documents

2.0 Attachments to the Bid Form:In line with the requirement of the Bid Documents, we enclose herewith the following Attachments to the Bid Form:

1 Earnest Money Deposit in the form of Crossed bank draft bearing no. ___________________ dated ____________ amounting to Rs. 50,000/- (Fifty thousand only) drawn on ________________________________ (Name of the Indian Nationalized Bank) in favour of the Accounts Officer (Banking), F&A Wing, H.P.S.E.B. Ltd., Vidyut Bhawan, Shimla (H.P.) - 171004 and payable at Shimla H.P. and an irrevocable Bank Guarantee for Rs. .............. (in words) from an Indian Nationalized Bank valid for 30 days beyond the bid validity period, in favour of the Accounts Officer (Banking), F&A Wing, H.P.S.E.B., Vidyut Bhawan, Shimla (H.P.) – 171004.

2 A power of attorney duly authorised by a Notary Public indicating that the person signing the Bid has the authority to sign the Bid and that the Bid is binding upon us during the full period of its validity in accordance with the ITB Clause 2.11.

3 Company profile.

4 Details of similar works executed in the past.

5 List of Erection & Maintenance Tools and tackles which the Bidder is having at present.

6 A brief write up on how we plan to operate the facilities.

7 The details of manpower to be deployed for O&M, conveyance facilities, communication

facilities, technical support facilities for data analysis, fault diagnosis & rectification of

these.

1

8 Copy of the PAN/GIR card.

9 Copy of the Income Tax Clearance Certificate.

3.0 PRICE SCHEDULES:3.1 In line with the requirements of the Bid Documents, we enclose herewith the following Price

Schedules, duly filled-in as per your proforma:Schedule No.1 Schedule of work quantities & prices.Schedule No.2 Taxes

3.2 We are aware that the Price Schedules do not generally give a full description of the work to be performed under each item and we shall be deemed to have read the Technical Requirements and Instructions and other Bid Documents to ascertain the full scope of work included in each item while filling-in the rates and prices. We agree that the entered rates and prices shall be deemed to include for the full scope as aforesaid, including overheads and profit.

3.3 We declare that as specified in the Conditions of Lease, prices quoted by us in the Price Schedules are “FIRM”.

4.0 We confirm that we shall also get registered with the concerned Sales Tax Authorities, in the state where the Project is located.

5.0 We have read the provisions of following clause and confirm that the specified stipulations of these clauses are acceptable to us:

a) GCC 3.5 Governing Lawb) GCC 3.6 Arbitrationc) GCC 3.22.1 Performance Securityd) GCC 3.32 Terms of paymente) GCC 3.38 Taxes and Duties

6.0 We undertake, if our Bid is accepted, to commence the work on Facilities immediately upon your Notification of Award to us.

7.0 We agree to adhere by this Bid for a period of 180 days from the date fixed for submission of Bids as stipulated in the Bid Documents, and it shall remain binding upon us and may be accepted by you at any time before the expiry of that period.

8.0 Until a formal Contact is prepared and executed between us, this Bid, together with your written acceptance thereof in the form of your Notifications of Award shall constitute a contract between us.

9.0 We understand that you are not bound to accept the lowest or any Bid you may receive.

10.0 We, hereby, declare that only the persons or firms interested in this proposal as principals are named here and that no other persons or firms other than those mentioned herein have any interest in this proposal or in the Contract to be entered into, if the award is made on us, that this proposal is made without any connection with any other person, firm or party likewise submitting a proposal is in all respects for and in good faith, without collusion or fraud.

Dated this-----------------------day of -----------------------------------

2

Thanking you, we remain,

Yours faithfully,

(Signature)(Printed Name)(Designation)(Common Seal)

Date :Place :

Business Address :

3

Annexure – A-2

SCHEDULE - 1SCHEDULE OF PRICES TO BE QUOTED BY THE BIDDER FOR THE LEASE OF 3 x

1.5 MW THIROT HYDRO ELECTRIC PROJECT FOR A PERIOD OF 20 YEARS

Sr.No.

Description Annual lease amount for the plant.

(in figures) (in words)1 The annual lease amount to be paid by

the Lessee for the 3 x 1.5 MW Thirot Hydro Electric Project.

NOTES: - 1. Rates shall be quoted in Rupees or paise & shall be written in figures and words & will

be signed by the authorized signatory.2. The Bidder shall quote and the annual lease amount payable by the Lessee to the Lessor and it

shall be enclosed in Envelope- III of the Bid (Financial Bid).3. The minimum annual lease amount payable by the Lessee to the Lessor shall be Rs.1,50,00,000/-

(Rupees One crore and fifty lacs only). 4. The Bidder is expected to quote the annual lease amount in excess of Rs.1,50,00,000/- (Rupees

One crore and fifty lacs only).

For ------------ (Name of the Company)

Authorized Signatory

1

Schedule No. - 2. Taxes and Duties

Item Description of Taxes / duties/

levies etc.

Rate of Taxes/ duties/ levies application

Amount on which Taxes / duties / levies

applicable

Taxes duties/ levies payable in Rupees.

1 2 3 4 5

Total

Name of Bidder:-------------------------------------

Signature of Bidder:------------------------------

2

Annexure – A-3

FORM OF 'NOTIFICATION OF AWARD OF CONTRACT'

NOTE: INSTRUCTIONS INDICATED IN ITALICS IN THIS NOTIFICATION OF AWARD ARE TO BE TAKEN CARE OF BY THE ISSUING AUTHORITY.

Ref. No.:

Date:

-------------- (Contractor's Name & Address)-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Attn: Mr.-----------------------

Sub: Notification of Award of Lease.

Dear Sir,

1.0 This has reference to the following:

i) Bid Documents issued to you vide our letter no.------------------------------------- dated -----------------------------

ii) Clarifications furnished to you on the Bid Documents vide our letter no.-----------------dated------------------------

iii) Your Proposal for the subject package submitted vide your letter no.-------------------------dated-------------------.

iv) Our Fax message/letter no.-------------------------------dated-------------------------------- regarding extension of validity of Bid.

(Applicable only if any extension has been sought subsequently)

v) Post Bid discussions and meetings we had with you from ----------------to -------

vi) Clarification/ Confirmation furnished by you vide your letter No.------------------------ dated ------------------------.

2.0 We confirm having accepted your proposal submitted vide letter no.----------------------------- dated --------------------------- read in conjunction with all the specifications, terms & conditions of the Bid Documents and your subsequent letters (Use if relevant) referred to in para 1.0 above and award on you the contract for the work of ------------------------------------------ (Indicate brief Scope of Work)---------------------------------------------------------------------------- for (Name of project).------------------------------------------ as per Specification No .-------------------(hereinafter referred to as the ‘Contract') .

1

3.0 The annual lease amount payable by you to HPSEB Ltd. under the Contract shall be ----------------------------(Specify the amount in Rupees).

4.0 You shall prepare and finalise the Lease Agreement Documents for signing of the formal Lease Agreement and shall enter into the Lease with us, as per the proforma enclosed with the Bid Documents, on non-judicial stamp paper of appropriate value within 15 days from the date of this Notification of Award.

5.0 This Notification of Award is being issued to you in duplicate. We request to return its duplicate copy duly signed and stamped on each page including all the enclosed Appendices, by the authorised signatory of your company as a proof of your acknowledgement and confirmation.

Please take the necessary action to commence the work and confirm action.

Yours faithfully,For and on behalf of

---------(Name of the Owner)-------------Encl.: As above.

(Authorised Signatory)

2

Annexure – A-4Form of Lease Agreement

THIS LEASE AGREEMENT is made on the ----------------------day of -------------------------20_____

BETWEEN (1) Himachal Pradesh State Electricity Board Ltd., a body corporate, incorporated under section 5 of Electricity (Supply) Act, 1948 (54 of 1948)] and having its principal place of business at Vidyut Bhawan Shimla 171004 (H.P.) India (hereinafter called "the Owner"), and (2) [Name of Lessee], having its principal place of business at [address of Lessee] (hereinafter called "the Lessee").

WHEREAS the Owner desires to engage the Lessee for Operation and maintenance of the .................................................................................. (Name of the Hydro Electric Project) Hydro Electric Project and the Lessee has agreed to such engagement upon and subject to the terms and conditions hereinafter appearing.

NOW IT IS HEREBY AGREED as follows: -

Article 1. Lease 1.1 Lease Documents (Reference GCC Clause 3.2)Document The following document shall constitute the Lease Agreement

between the Owner and the Lessee, and each shall be read and construed as an integral part of the Lease Agreement:(a) The Lease Deed and the Appendices thereto.(b) Notification of Award.(c) General Conditions of Lease.(d) Forms & Procedures (as listed)(e) Technical Requirements & Instructions.(f) Information for Bidders.(g) The Bid and Price Schedules submitted by the Bidder.

1.2 Order of PrecedenceIn the event of any ambiguity or conflict between the Lease Documents listed above, the order of precedence shall be the order in which the Lease Documents are listed in Article 1.1 (Lease Documents) above.

1.3 Definitions (Reference GCC Clause 3.1)Capitalised words and phrases used herein shall have the same meanings as are ascribed to them in the General Conditions of Lease.

Article 2. Terms of 2.1 The Owner hereby agrees to pay to the Lessee @ _____ Payment paise per unit chargeable on Saleable Electricity in

consideration of the performance by the Lease of its obligations hereunder.

2.2 Terms of Payment (Reference GCC Clause 3.32)The terms and procedures of payment according to which the Owner will reimburse the Lessee shall be as defined in GCC clause 3.32.

1

Article 3. (This is applicable It is expressly understood and agreed by and between the only if the Owner is Lessee and the Owner that the Owner is entering into a Public Sector this Lease solely on its own behalf and not on behalf ofEnterprise) any other person or entity. In particular it is expressly understood

and agreed that the Government of Himachal Pradesh and 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 the Owner is an independent legal entity with power and authority to enter into contracts solely on its own behalf under the applicable laws of India and the general principles of Contract Law. The Lessee expressly agrees, acknowledges and understands that the Owner is not an Agent, Representative or Delegate of the Government of Himachal Pradesh/ Government of India. It is further understood and agreed that the Government of Himachal Pradesh/ Government of India is not and shall not be liable for any acts, omission, and commissions, breaches or other wrongs arising out of the Contract. Accordingly, the Lessee expressly waives, releases and foregoes any and all actions or claims, including cross claims, or counter claims against the Government of Himachal Pradesh/ Government of India arising out of this Contract and covenants not to sue the Government of Himachal Pradesh/ Government of India as to any manner, claim, cause of action or thing whatsoever arising of or under this Agreement.

IN WITNESS WHEREOF of the Owner and the Lessee have caused this Agreement to be duly executed by their duly authorised representatives the day and year first above written.

Signed by for and on behalf of the Owner____________________________________________________[Signature]_________________________________________________[Title]in the presence of ______________________________________Signed by for and on behalf of the Lessee_________________________________________________________________[Signature]________________________________________________________________[Title]in the presence of ____________________________________________________CONTRACTDated the______________________ day of ________________________ ____________BETWEEN ____________________________________________________________________________["the Owner"]and____________________________________________________________________________

____________________________________________________________________________["the Lessee"]

2

Annexure – A-5

Performance Bank Guarantee(To be stamped in accordance with Stamp Act)

Bank Guarantee No……………………Date………………………….

To

The Accounts Officer (Banking),F&A Wing, H.P.S.E.B., Vidyut Bhawan, Shimla (H.P.) – 171 004.

Dear Sir,

In consideration of the ………….[Owner's Name]………..(hereinafter referred to as the 'Owner which expression shall unless repugnant to the context or meaning thereof, include its successors, administrators and assigns) having awarded to M/s……..[Lessee's Name}…………with its Registered/Head Office at………..(hereinafter referred to as the Lessee, which expression shall unless repugnant to the context or meaning thereof, include its successors administrators, executors and assigns), a Contract by issue of Owner's Notification of Award No ……………dated ……….and the same having been unequivocally accepted by the Lessee, resulting into a Contract bearing No……… dated………. for Operation & Maintenance of the ......................................... (Name of the Hydro Electric Project) Hydro Electric Project and the Lessee having agreed to provide a Contract Performance Guarantee for the faithful performance of the entire Contract equivalent to Rs. ........................./- (.................... Lacs only) to the Owner.

We……..[Name & Address of the Bank]…………..having its Head Office at ……..(hereinafter referred to as the 'Bank', which expression shall, unless repugnant to the context of meaning thereof, include its successors, administrators, executors and assigns) do hereby guarantee and undertake to pay the Owner, on demand any and all monies payable by the Lessee to the extent of Rs. ...................../- (..................... Lacs only) as aforesaid at any time upto ……….. (@)…………………[days/month/year] without any demur, reservation, contest, recourse or protest and/or without any reference to the Lessee. Any such demand made by the Owner on the Bank shall be conclusive and binding notwithstanding any difference between the Owner and the Lessee or any dispute pending before any Court, Tribunal, Arbitrator or any other authority. The Bank undertakes not to revoke this guarantee during its currency without previous consent to the Owner and further agrees that the guarantees herein contained shall continue to be enforceable till the Owner discharges this guarantee.

The Owner shall have the fullest liberty, without affecting in any way the liability of the Bank under this guarantee, from time to time extend the time for performance of the Contract by the Lessee. The Owner shall have the fullest liberty, without affecting this guarantee, to postpone from time to time the exercise of any powers vested in them or of any right which they might have against the Lessee, and to exercise the same at any time in any manner, and either to enforce or to forbear to enforce any covenants, contained or implied, in the Contract between the Owner and the Lessee or any other course or remedy or security available to the Owner. The bank shall not be released of its obligations under these presents by any exercise by the Owner of its liberty with reference to the matters aforesaid or any of them or by reason of any other act or forbearance or other acts of commissions or commission on the part of the Owner or any other indulgence shown by the Owner or by any other matter or thing whatsoever which under law would, but for this provision have the effect of relieving the Bank.

1

The bank also agrees that the Owner at its option shall be entitled to enforce this Guarantee against the bank as a principle debtor, in the first instance without proceeding against Lessee and notwithstanding any security or other guarantee the Owner may have in relation to the Lessee's liabilities .

Notwithstanding anything contained herein above our liability under this guarantee is restricted to Rs. ............................../- (................... Lacs only) and it shall remain in force upto and including …………. @………………… and shall be extended from time to time for such period (not exceeding one year), as may be desired by M/s……………[Lessee's Name]………….on whose behalf this guarantee has been given.

Dated this ………………………..day of ………………20____ ………..at………………………..

WITNESS

……………………………… (Signature)…………………...(Signature)

……………………………… (Name)………………………..(Name) ………………………………...

……………………………….. (Designation with Bank Stamp).…………………………………

(Official Address) ………………………………...Attorney as per Power of Attorney No…………………..Dated…………………………

Notes: 1.@ This date will be sixty (60) days beyond the end date of the period of the Lease.

2. The stamp papers of appropriate value shall be purchased in the name of guarantee issuing Bank.

2

Annexure – A-6

HANDING OVER/TAKING OVER OF POWER PLANT

The 3 x 1.5 MW Thirot Hydro Electric Project is handed over on dated _______ at 00.00 hours

by the Himachal Pradesh State Electricity Board Ltd., to ________________________________

_______________________________________, the Lessee on lease in line with the terms &

conditions of the Lease Agreement. The detail of the assets handed over is as per annexure-1

enclosed.

Handed Over by: - Taken Over By: -

Designation - ___________________ Designation: - ______________ ___________________ __________________________________ _______________

1

Annexure – A-7

SCHEDULE & DETAILS OF FACILITIES FOR THE O&M OF

3 x 1.5 MW HYDRO ELECTRIC PROJECT

A. Details of Manpower

Sr. No. Designation Qualification Experience Remarks

a) Supervision Staff (Managers, Assistants & Laisioning Officers, etc.):

b) Maintenance Team (Foremen, Fitters, Electrical and Mechanical Engineers, Welders & Helpers etc.):

c) Operation Team (Plant Operators & Helpers, etc.):

d) Technical Supporting Staff in Design & Engg., Fault Diagnosis & Remedies to the Breakdowns thereof: (This staff may not be retained on full time basis - Engineers, Supervisors & Draftsman, etc. etc.)

e) Special Team to Handle Specific & Specialized Jobs/Breakdowns (Engineers, Supervisors and Foreman, etc.)

B. Communication Facilities (Wireless Systems, Mobile and Landline Telephones, E-Mail, etc., etc.)

C. Conveyance Facilities (Car, Jeep, Scooters, Cycles, etc.)

Note: The Lessee will be at liberty to deploy any number of personnel for O&M but will be required to satisfy the Owner for performing O&M activities.

1