Solar IFB Final Edited-2

Nepal Electricity Authority
Project Management Directorate

Utility Scale Grid-tied Solar Project
Invitation for Proposals
First Date of Publication: 25 April 2018

Loan No. Grant 0520-NEP: South Asia Sub-regional Economic Cooperation
and Title: Power System Expansion Project – Additional Financing
NEA/PMD/USGSP/2074/75-01:
Contract No. and Selection of Independent Power Producer (IPP) for setting of Utility Scale
Title: Grid Tied Solar PV Project (Procurement of Power on Long Term Basis)
by Nepal Electricity Authority (NEA)
Deadline for
Submission of 21st June 2018, 12:00 Hours (Nepal Standard Time)
Proposals:
1. The Government of Nepal has received ﬁnancing from the Asian Development Bank
(ADB) toward the cost of South Asia Sub-regional Economic Cooperation Power
System Expansion Project – Additional Financing. Part of this ﬁnancing will be
used for payments under the contract named above. No nationality restrictions apply
other than any restriction arising from ITP 4.7.
2. The Nepal Electricity Authority from its Project Management Directorate - Utility
Scale Grid-tied Solar Project, invites sealed proposals from eligible Proposers for the
supply of solar power from utility scale grid tied projects by Independent Power
Producers (IPP) to be injected at various substations identified in the Schedule I of
Section 6 of the Request for Proposal (RfP). A Proposer can submit only one
proposal per substation for a minimum size of 1 MW and a maximum size as
mentioned in the Schedule I of Section 6 of the RfP for the substation. A Proposer
can submit proposal for more than one substation. The successful Proposer shall be
responsible for development, finance, design, engineering, procurement,
construction, commissioning, operation and maintenance of the Project as per the
terms and conditions of the Request for Proposal (RfP), Power Purchase
Agreement (PPA), Connection Agreement (CA) and VGF Securitization Agreement
(VSA). The Project shall be required to be commissioned within a period of 12
months from the date of signing of PPA and supply power for a period of 25 years at
a pre-agreed tariff rate.
3. International Competitive Bidding (ICB) will be conducted in accordance with

ADB's Single-Stage: Two-Envelope bidding procedure and is open to all Proposers
without nationality restrictions.
4. Only eligible Proposers with the following key qualifications should participate in this
bidding:
▪ Net worth in the last financial year should be positive;
▪ Minimum average annual turnover of NRs. 60 Million/MW or an
equivalent amount in USD within last three years;
▪ Participation in the role of Project Developer or Contractor or any other
registered agencies for at least one infrastructure contract that has been
successfully or substantially completed within the last seven years where
the value of the Proposer’s participation exceeds NRs. 100 Million or an
equivalent amount in USD; the contracts for infrastructure development of
transportation, water supply, irrigation, energy, health, housing, apartment
and commercial Complex shall be considered as Infrastructure Projects.
▪ Financial resources to meet the total requirement of NRs. 20 Million/MW
or an equivalent amount in USD after meeting its current contract
commitments;
5. To obtain further information and inspect the RfP documents, proposers should
contact:

NEA Training Centre Kharipati, Bhaktapur
Floor/Room number: 1st Floor
Kathmandu, Nepal
Telephone: +977-1-6200097
Electronic mail address: usgsp@nea.org.np
6. To purchase the bidding documents in English, eligible bidders should:
• Write to address above requesting the RfP documents for Contract No.
NEA/PMD/USGSP/2074/75-01: Selection of Independent Power Producer (IPP) for
setting of Utility Scale Grid Tied Solar PV Project (Procurement of Power on Long
Term Basis) by Nepal Electricity Authority (NEA)
• pay a non-refundable fee of NRs 20,000 or an equivalent amount in USD by bank
voucher to the Current Account No 04400105200467 (New Butwal Kohalpur Surkhet
and Upper Karnali 400 kV TLP) at the Everest Bank Limited, Bagbazar, Kathmandu,
Nepal.
7. Deliver bid:
▪ to the address below

NEA Training Centre Kharipati, Bhaktapur
Kathmandu, Nepal
▪ on or before the deadline: 21st June 2018, 1200 Hours (Nepal Standard
Time).
▪ together with a Proposal Security in the amount indicated in RfP Proposal
Data Sheet Section 2, Clause ITP 18.1.
Technical Proposals will be opened at the Project Office in Kharipati, Bhaktapur on 21st
June 2018 at 12:30 hours (Nepal Standard Time) in the presence of proposers’
representatives who choose to attend, whereas the Financial Proposals shall remain
sealed and unopened and shall be placed locked. The Financial Proposals of only
Technically Responsive and Qualified Proposers shall be opened after the technical
proposals evaluation, whereas, the financial proposals of those proposers whose
technical proposals are not responsive and qualified shall be returned unopened after
the contract is awarded.
8. NEA reserves the right to accept or reject, wholly or partly any or all the proposals
without assigning reason, whatsoever.
Section 1 - Instructions to Proposers 1-1
Section 1 - Instructions to Proposers
Table of Clauses
A. General .............................................................................................................................................. 3
1. Scope of Proposal ........................................................................................................... 3

2. Source of Funds .............................................................................................................. 3
3. Fraud and Corruption ...................................................................................................... 3
4. Eligible Proposers ........................................................................................................... 4
B. Contents of RfP Documents ........................................................................................................... 6
5. Sections of RfP Documents............................................................................................ 6

6. Clarification of RfP, Site Visit, Pre-Proposal Meeting ....................................................... 6
7. Amendment of RfP Documents ....................................................................................... 7
C. Preparation of Proposals ................................................................................................................ 7
8. Cost of Bidding ................................................................................................................ 7

9. Language of Proposal ..................................................................................................... 7
10. Documents Comprising the Proposal .............................................................................. 7
11. Letter of Proposal and Schedules.................................................................................... 8
12. Documents Establishing the Eligibility of Plant and Services .......................................... 8
13. Documents Establishing the Eligibility and Qualifications of the Proposer ....................... 8
14. Technical Proposal .......................................................................................................... 8
15. Financial Proposal .......................................................................................................... 8
16. Currencies of Proposal and Payment .............................................................................. 9
17. Period of Validity of Proposals ......................................................................................... 9
18. Proposal Security ............................................................................................................ 9
19. Format and Signing of Proposal .................................................................................... 10
D. Submission and Opening of Proposals ....................................................................................... 11
20. Submission, Sealing, and Marking of Proposals ............................................................ 11

21. Deadline for Submission of Proposals ........................................................................... 11
22. Late Proposals .............................................................................................................. 11
23. Withdrawal, Substitution, and Modification of Proposals ............................................... 11
RfP for Procurement for Solar Power Single-Stage: Two-Envelope

1-2 Section 1 - Instructions to Proposers
24. Proposal Opening .......................................................................................................... 12
E. Evaluation and Comparison of Proposals .................................................................................. 14
25. Confidentiality ................................................................................................................ 14

26. Clarification of Proposals ............................................................................................... 14
27. Deviations, Reservations, and Omissions ...................................................................... 14
28. Examination of Technical Proposals ............................................................................. 14
29. Responsiveness of Technical Proposal ......................................................................... 15
30. Nonmaterial Nonconformities ........................................................................................ 15
31. Detailed Evaluation of Technical Proposals ................................................................... 15
32. Eligibility and Qualification of the Proposer .................................................................... 16
33. Correction of Arithmetical Errors .................................................................................... 16
34. Evaluation of Financial Proposals .................................................................................. 16
35. Comparison of Proposals .............................................................................................. 17
36. NEANEA’s Right to Accept Any Proposal, and to Reject Any or All Proposals ............... 17
F. Award of Contract.......................................................................................................................... 17
37. Award Criteria................................................................................................................ 17

38. Notification of Award...................................................................................................... 17
39. Signing of Contract ........................................................................................................ 17
40. Performance Security .................................................................................................... 17
Single-Stage: Two-Envelope RfP for Solar Power Procurement

Section 1 - Instructions to Proposers

A. General
1. Scope of 1.1 In connection with the Invitation for Proposals (IFP) indicated in the
Proposal Proposal Data Sheet (PDS), The NEANEA, as indicated in the PDS, issues
this Request for Proposal (RfP) for the procurement of solar power as
specified in Section 6 (The NEANEA's Requirements). The name,
identification, and number of the competitive bidding (CB) are provided in
the PDS.
2. Source of 2.1 The Borrower or Recipient (hereinafter called “Borrower”) indicated in the
Funds PDS has applied for or received financing (hereinafter called “funds”) from
the Asian Development Bank (hereinafter called “ADB”) toward the cost of
the project named in the PDS. The Borrower intends to apply a portion of
the funds to eligible payments under the contract(s) for which this RfP is
issued.
2.2 Payments by ADB will be made only at the request of the Borrower and
upon approval by ADB in accordance with the terms and conditions of the
Financing Agreement between the Borrower and ADB (hereinafter called
“Financing Agreement”), and will be subject in all respects to the terms and
conditions of that Financing Agreement. No party other than the Borrower
shall derive any rights from the Financing Agreement or have any claim to
the funds.
3. Fraud and 3.1 ADB’s Anticorruption Policy requires Borrowers (including beneficiaries of
Corruption ADB-financed activity), as well as Proposers, Suppliers, and Contractors
under ADB-financed contracts, observe the highest standard of ethics
during the procurement and execution of such contracts. In pursuance of
this policy, ADB
(a) defines, for the purposes of this provision, the terms set forth below as
follows:
(i) “corrupt practice” means the offering, giving, receiving, or
soliciting, directly or indirectly, anything of value to influence
improperly the actions of another party;
(ii) “fraudulent practice” means any act or omission, including a
misrepresentation, that knowingly or recklessly misleads, or
attempts to mislead, a party to obtain a financial or other benefit
or to avoid an obligation;
(iii) “coercive practice” means impairing or harming, or threatening to
impair or harm, directly or indirectly, any party or the property of
the party to influence improperly the actions of a party;
(iv) “collusive practice” means an arrangement between two or more
parties designed to achieve an improper purpose, including
influencing improperly the actions of another party;
(v) “obstructive practice” means (a) deliberately destroying, falsifying,
altering, or concealing of evidence material to an ADB
investigation; (b) making false statements to investigators in order
to materially impede an ADB investigation; (c) failing to comply

with requests to provide information, documents, or records in

connection with an Office of Anticorruption and Integrity (OAI)
investigation; (d) threatening, harassing, or intimidating any party
to prevent it from disclosing its knowledge of matters relevant to
the investigation or from pursuing the investigation; or (e)
materially impeding ADBʼs contractual rights of audit or access to
information; and
(vi) “integrity violation" is any act which violates ADB’s Anticorruption
Policy, including (i) to (v) above and the following: abuse, conflict
of interest, violations of ADB sanctions, retaliation against
whistleblowers or witnesses, and other violations of ADB's
Anticorruption Policy, including failure to adhere to the highest
ethical standard.
(b) will reject a proposal for award if it determines that the Proposer
recommended for award has, directly or through an agent, engaged in
corrupt, fraudulent, collusive, coercive, or obstructive practices or other
integrity violations in competing for the Contract;
(c) will cancel the portion of the financing allocated to a contract if it
determines at any time that representatives of the Borrower or of a
beneficiary of ADB-financing engaged in corrupt, fraudulent, collusive,
coercive, or obstructive practices or other integrity violations during the
procurement or the execution of that contract, without the Borrower
having taken timely and appropriate action satisfactory to ADB to
remedy the situation;
(d) will impose remedial actions on a firm or an individual, at any time, in
accordance with ADB’s Anticorruption Policy and Integrity Principles
and Guidelines (both as amended from time to time), including
declaring ineligible, either indefinitely or for a stated period of time, to
participate1 in ADB-financed, administered, or supported activities or to
benefit from an ADB-financed, administered, or supported contract,
financially or otherwise, if it at any time determines that the firm or
individual has, directly or through an agent, engaged in corrupt,
fraudulent, collusive, coercive or obstructive practices or other integrity
violations; and
(e) will have the right to require that a provision be included in the RfP and
in contracts financed by ADB, requiring Proposers, suppliers and
contractors to permit ADB or its representative to inspect their
accounts and records and other documents relating to the proposal
submission and contract performance and to have them audited by
auditors appointed by ADB.
4. Eligible 4.1 A Proposer may be a natural person, private entity, or government-owned

Proposers enterprise subject to ITP 4.5 - or any combination of them with a formal
intent to enter into an agreement or under an existing agreement in the
form of a Joint Venture. In the case of a Joint Venture,
(a) all partners shall be jointly and severally liable, and
(b) the Joint Venture shall nominate a Representative who shall have the
authority to conduct all business for and on behalf of any and all the
partners of the Joint Venture during the bidding process and, in the
event the Joint Venture is awarded the Contract, during contract
1
Whether as a Contractor, Subcontractor, Consultant, Manufacturer or Supplier, or Service Provider; or in any other capacity
(different names are used depending on the particular RfP).

execution.
4.2 A Proposer, and all partners constituting the Proposer, shall have the
nationality of an eligible country, in accordance with Section 5 (Eligible
Countries). A Proposer shall be deemed to have the nationality of a
country if the Proposer is a citizen or is constituted, incorporated, or
registered, and operates in conformity with the provisions of the laws of
that country. This criterion shall also apply to the determination of the
nationality of proposed subcontractors or suppliers for any part of the
Contract including related services.
4.3 For each sub-station location, a Proposer shall not have a conflict of
interest. All Proposers found to have a conflict of interest shall be
disqualified. A Proposer may be considered to be in a conflict of interest
with one or more parties in this bidding process if any of, including but not
limited to, the following apply:
(a) they have controlling shareholders in common; or
(b) they receive or have received any direct or indirect subsidy from any of
them; or
(c) they have the same legal representative for purposes of this proposal;
or
(d) they have a relationship with each other, directly or through common
third parties, that puts them in a position to have access to material
information about or improperly influence the proposal of another
Proposer, or influence the decisions of The NEA regarding this bidding
process; or
(e) a Proposer participates in more than one proposal at a substation in
this bidding process, either individually or as a in a joint venture. This
will result in the disqualification of all Proposals in which it is involved.
4.4 A firm shall not be eligible to participate in any procurement activities under
an ADB-financed, administered, or supported project while under
temporary suspension or debarment by ADB pursuant to its Anticorruption
Policy (see ITP 3), whether such debarment was directly imposed by ADB,
or enforced by ADB pursuant to the Agreement for Mutual Enforcement of
Debarment Decisions. A Proposal from a temporary suspended or
debarred firm will be rejected.
4.5 Government-owned enterprises in the Borrower’s country shall be eligible

only if they can establish that they (i) are legally and financially
autonomous, (ii) operate under commercial law, and (iii) are not dependent
agencies of The NEA.
4.6 Proposers shall provide such evidence of their continued eligibility

satisfactory to The NEA, as The NEA shall reasonably request.
4.7 Firms shall be excluded if by an act of compliance with a decision of the

United Nations Security Council taken under Chapter VII of the Charter of
the United Nations, the Borrower’s country prohibits any import of goods or
contracting of works or services from that country or any payments to
persons or entities in that country.

B. Contents of RfP Documents
5. Sections of RfP 5.1 The RfP Documents consists of Parts I, II, and III, which include all the
Documents sections indicated below, and should be read in conjunction with any
addenda issued in accordance with ITP 7.
PART I Bidding Procedures
Section 1 - Instructions to Proposers (ITP)
Section 2 - Proposal Data Sheet (PDS)
Section 3 - Evaluation and Qualification Criteria (EQC)
Section 4 - Bidding Forms (BDF)
Section 5 - Eligible Countries (ELC)
PART II Requirements
Section 6 - NEA’s Requirements (URQ)
PART III Conditions of Contract and Contract Forms
Section 7 – Draft Power Purchase Agreement (PPA)
Section 8 – Draft VGF Securitization Agreement (VSA)
Section 9 – Draft Connection Agreement (CA)
5.2 The Invitation for Proposals (IFP) issued by THE NEA is not part of the RfP
Documents.
5.3 The NEA is not responsible for the completeness of the RfP Documents
and its addenda, if they were not obtained directly from the source stated
by The NEA in the IFP.
5.4 The Proposer is expected to examine all instructions, forms, terms, and
specifications in the RfP Documents. Failure to furnish all information or
documentation required by the RfP may result in the rejection of the
Proposal.
6. Clarification of 6.1 A prospective Proposer requiring any clarification on the RfP Documents
RfP, Site Visit, shall contact The NEA in writing at The NEA’s address indicated in the
Pre-Proposal PDS, or raise inquiries during the pre-proposal meeting if provided for in
Meeting accordance with ITP 6.4. The NEA will respond to any request for
clarification, provided that such request is received no later than 21 days
prior to the deadline for submission of proposals. The NEA’s response
shall be in writing with copies to all Proposers who have acquired the RfP
in accordance with ITP 5.3, including a description of the inquiry but
without identifying its source. Should The NEA deem it necessary to
amend the RfP as a result of a request for clarification, it shall do so
following the procedure under ITP 7 and ITP 21.2.
6.2 The Proposer is advised to visit and examine the sub-station where the
plant is to be installed and its surroundings and obtain for itself on its own
responsibility all information that may be necessary for preparing the
Proposal and entering into a contract for supply of solar power. The costs
of visiting the site shall be at the Proposer’s own expense.
6.3 The Proposer and any of its personnel or agents will be granted
permission by THE NEA to enter the sub-station for the purpose of such
visit, but only upon the express condition that the Proposer, its personnel,
and agents, will release and indemnify The NEA and its personnel and

agents from and against all liability in respect thereof, and will be
responsible for death or personal injury, loss of or damage to property, and
any other loss, damage, costs, and expenses incurred as a result of the
inspection.
6.4 The Proposer’s designated representative is invited to attend a pre-

proposal meeting, if provided for in the PDS. The purpose of the meeting
will be to clarify issues and to answer questions on any matter that may be
raised at that stage.
6.5 The Proposer is requested to submit any questions in writing, to reach The
NEA not later than 2 weeks after the pre-proposal meeting.
6.6 The text of the questions raised, without identifying the source, and the
responses given, together with any responses prepared after the meeting,
will be transmitted promptly to all Proposers who have acquired the RfP
Documents in accordance with ITP 5.3. Any modification to the RfP that
may become necessary as a result of the pre-proposal meeting shall be
made by The NEA exclusively through the issue of an addendum pursuant
to ITP 7 and not through the minutes of the pre-proposal meeting.
6.7 Nonattendance at the pre-proposal meeting will not be a cause for

disqualification of a Proposer.
7. Amendment of 7.1 At any time prior to the deadline for submission of Proposals, The NEA
RfP Documents may amend the RfP Documents by issuing addenda.
7.2 Any addendum issued shall be part of the RfP Documents and shall be
communicated in writing to all who have obtained the RfP Documents from
The NEA in accordance with ITP 5.3.
7.3 To give prospective Proposers reasonable time in which to take an

addendum into account in preparing their Proposals, The NEA may, at its
discretion, extend the deadline for the submission of Proposals, pursuant
to ITP 21.2.
C. Preparation of Proposals
8. Cost of Bidding 8.1 The Proposer shall bear all costs associated with the preparation and
submission of its Proposal, and The NEA shall in no case be responsible
or liable for those costs, regardless of the conduct or outcome of the
bidding process.
9. Language of 9.1 The Proposal, as well as all correspondence and documents relating to the
Proposal proposal exchanged by the Proposer and The NEA, shall be written in the
English language. Supporting documents and printed literature that are
part of the Proposal may be in another language provided they are
accompanied by notarized translation of the relevant pages into the
English language, in which case, for purposes of interpretation of the
Proposal, such translation shall govern.
10. Documents 10.1 The Proposal shall comprise two envelopes submitted simultaneously, one
Comprising the containing the Technical Proposal and the other the Financial Proposal, both
Proposal envelopes enclosed together in an outer single envelope.

10.2 The Technical Proposal submitted by the Proposer shall comprise the
following:
(a) Letter of Technical Proposal;
(b) Proposal Security in accordance with ITP 18;
(c) written confirmation authorizing the signatory of the Proposal to
commit the Proposer, in accordance with ITP 19.2;
(d) documentary evidence in accordance with ITP 13, the Proposer’s
eligibility and qualifications to perform the contract if its Proposal is
accepted;
(e) Technical Proposal in accordance with ITP 14.
(f) in the case of a proposal submitted by a Joint Venture, the Proposal
shall include a copy of the Joint Venture Agreement entered into by all
partners. and;
(g) any other document required in the PDS.
10.3 The Financial Proposal submitted by the Proposer shall comprise the
following:
(a) Letter of Financial Proposal;
(b) completed schedule as required, including Tariff Schedule, in
accordance with ITP 11 and ITP 15;
(c) any other document required in the PDS.
11. Letter of 11.1 The Letters of Technical Proposal and Financial Proposal, and the
Proposal and Schedules, and all documents listed under ITP 10, shall be prepared using
Schedules the relevant forms furnished in Section 4 (Bidding Forms). The forms must
be completed without any alterations to the text, and no substitutes shall be
accepted. All blank spaces shall be filled in with the information requested
and as required in the PDS.
12. Documents 12.1 To establish the eligibility of the plant and services in accordance with ITP
Establishing Error! Reference source not found., Proposers shall complete the
the Eligibility of country of origin declarations in the Financial Schedule Forms, included in
Plant and Section 4 (Bidding Forms).
Services
13. Documents 13.1 To establish its eligibility and qualifications to perform the Contract in
Establishing accordance with Section 3 (Evaluation and Qualification Criteria), the
the Eligibility Proposer shall provide the information requested in the corresponding
and information sheets included in Section 4 (Bidding Forms).
Qualifications
of the Proposer
14. Technical 14.1 The Proposer shall furnish a Technical Proposal as stipulated in Section 4
Proposal (Bidding Forms), in sufficient detail to demonstrate the adequacy of the
Proposers’ proposal.
15. Financial 15.1 Unless otherwise specified in the PDS and/or Section 6 (NEA’s
Proposal Requirements), proposers shall quote for the power procurement on a
“single responsibility” basis such that the total Financial Proposal covers all

the Contractor’s obligations mentioned in or to be reasonably inferred from

the RfP Documents.
15.2 Proposers are required to quote the tariff for the commercial, contractual
and technical obligations outlined in the RfP Documents.
15.3 The Tariff shall be as specified in the PDS. The Tariff quoted by the
Proposer shall be fixed during the Proposer’s performance of the contract
and not subject to variation on any account. Any variation to the tariffs as
specified in PDS will be treated as nonresponse and rejected.
16. Currencies of 16.1 The currency (ies) of the proposal shall be, as specified in the PDS.
Proposal and
Payment
17. Period of 17.1 Proposals shall remain valid for the period specified in the PDS after the
Validity of proposal submission deadline date prescribed by The NEA. A proposal
Proposals valid for a shorter period shall be rejected by The NEA as nonresponsive.
17.2 In exceptional circumstances, prior to the expiration of the proposal validity

period, The NEA may request Proposers to extend the period of validity of
their Proposals. The request and the responses shall be made in writing. If a
Proposal Security is requested in accordance with ITP 18, it shall also be
extended 28 days beyond the deadline of the extended proposal validity
period. A Proposer may refuse the request without forfeiting its Proposal
Security. A Proposer granting the request shall not be required or permitted to
modify its Proposal.
18. Proposal 18.1 The Proposer shall furnish as part of its Proposal, in original form, a
Security Proposal Security as specified in the PDS. In the case of a Proposal
Security, the amount and currency shall be as specified in the PDS.
18.2 If a Proposal security is specified pursuant to ITP 18.1, the Proposal

Security shall be, at the Proposer’s option, in any of the following forms:
(a) an unconditional bank guarantee,
(b) an irrevocable letter of credit, or
(c) a cashier’s or certified cheque,
all from a reputable source from an eligible country as described in Section
5 (Eligible Countries). In the case of a bank guarantee, the Proposal
Security shall be submitted using either the Proposal Security Form
included in Section 4 (Bidding Forms) or another form acceptable to The
NEA. The form must include the complete name of the Proposer. The
Proposal Security shall be valid for 28 days beyond the original validity
period of the Proposal, or beyond any period of extension if requested
under ITP 17.2.
18.3 Any Proposal not accompanied by a substantially compliant Proposal

Security, if one is required in accordance with ITP 18.1, shall be rejected

by The NEA as nonresponsive.
18.4 If a Proposal Security is specified pursuant to ITP 18.1, the Proposal

Security of the unsuccessful Proposer shall be returned as promptly as
possible upon the successful Proposer’s furnishing of the Performance
Security pursuant to ITP 40.
18.5 If a Proposal Security is specified pursuant to ITP 18.1, the Proposal

Security of successful Proposers shall be returned as promptly as possible
once the successful Proposer has signed the Contract and furnished the
required Performance Security.
18.6 The Proposal Security may be forfeited:

(a) if a Proposer withdraws its Proposal during the period of proposal
validity specified by the Proposer on the Letters of Technical Proposal
and Financial Proposal, except as provided in ITP 17.2 or
(b) if the successful Proposer fails to:
(i) sign the Contract in accordance with ITP 39;
(ii) furnish a Performance Security in accordance with ITP 40; or
(iii) accept the arithmetical corrections of its Proposal in accordance
with ITP 33.
18.7 The Proposal Security of a Joint Venture shall be in the name of the Joint
Venture that submits the Proposal.
19. Format and 19.1 The Proposer shall prepare one original set of the Technical Proposal and
Signing of one original set of the Financial Proposal comprising the Proposal as
Proposal described in ITP 10 and clearly mark it “ORIGINAL - TECHNICAL
PROPOSAL” and “ORIGINAL - FINANCIAL PROPOSAL”. In addition, the
Proposer shall submit copies of the Proposal, in the number specified in
the PDS and clearly mark each of them “COPY.” In the event of any
discrepancy between the original and the copies, the original shall prevail.
19.2 The original and all copies of the Proposal shall be typed or written in indelible
ink and shall be signed by a person duly authorized to sign on behalf of the
Proposer. This authorization shall consist of a written confirmation as specified
in the PDS and shall be attached to the Proposal. The name and position held
by each person signing the authorization must be typed or printed below the
signature. All pages of the proposal, except for unamended printed literature,
shall be signed or initialed by the person signing the Proposal. If a Proposer
submits a deficient authorization, the Proposal shall not be rejected in the
first instance. The NEA shall request the Proposer to submit an acceptable
authorization within the number of days as specified in the PDS. Failure to
provide an acceptable authorization within the prescribed period of
receiving such a request shall cause the rejection of the Proposal.
19.3 A Proposal submitted by a Joint Venture shall be signed so as to be legally

binding on all partners.
19.4 Any amendments such as interlineations, erasures, or overwriting shall be

valid only if they are signed or initialed by the person signing the Proposal.

D. Submission and Opening of Proposals

20. Submission, 20.1 Proposers may submit their Proposals by mail or by hand. Procedures for
Sealing, and submission, sealing and marking are as follows:
Marking of
(a) Proposers submitting Proposals by mail or by hand shall enclose the
Proposals
original and each copy of the Proposal, in separate sealed envelopes,
duly marking the envelopes as “ORIGINAL,” and “COPY.” These
envelopes containing the original and the copies shall then be
enclosed in one single envelope. The rest of the procedure shall be in
accordance with ITP 20.2 to ITP 20.5.
20.2 The inner and outer envelopes shall

(a) bear the name and address of the Proposer,
(b) be addressed to The NEA in accordance with ITP 21.1, and
(c) bear the specific identification of this bidding process indicated in the
PDS 1.1.
20.3 The outer envelopes and the inner envelopes containing the Technical
Proposal shall bear a warning not to open before the time and date for the
opening of Technical Proposal, in accordance with ITP 24.1.
20.4 The inner envelopes containing the Financial Proposal shall bear a
warning not to open until advised by The NEA in accordance with ITP 24.7.
20.5 If all envelopes are not sealed and marked as required, The NEA will assume
no responsibility for the misplacement or premature opening of the Proposal.
21. Deadline for 21.1 Proposals must be received by The NEA at the address and no later than the
Submission of date and time indicated in the PDS.
Proposals
21.2 The NEA may, at its discretion, extend the deadline for the submission of
proposals by amending the RfP in accordance with ITP 7, in which case all
rights and obligations of The NEA and Proposers previously subject to the
deadline shall thereafter be subject to the deadline as extended.
22. Late Proposals 22.1 The NEA shall not consider any Proposal that arrives after the deadline for
submission of Proposals, in accordance with ITP 21. Any Proposal received
by The NEA after the deadline for submission of Proposals shall be declared
late, rejected, and returned unopened to the Proposer.
23. Withdrawal, 23.1 A Proposer may withdraw, substitute, or modify its Proposal after it has been
Substitution, submitted by sending a written notice, duly signed by an authorized
and representative, and shall include a copy of the authorization in accordance
Modification of with ITP 19.2, (except that withdrawal notices do not require copies). The
Proposals corresponding substitution or modification of the Proposal must accompany
the respective written notice. All notices must be:
(a) prepared and submitted in accordance with ITP 19 and ITP 20 (except

that withdrawal notices do not require copies), and in addition, the

respective envelopes shall be clearly marked “Withdrawal,”
“Substitution,” “Modification;” and
(b) received by The NEA prior to the deadline prescribed for submission of
Proposals, in accordance with ITP 21.
23.2 Proposals requested to be withdrawn in accordance with ITP 23.1 shall be

returned unopened to the Proposers.
23.3 No Proposal may be withdrawn, substituted, or modified in the interval

between the deadline for submission of Proposals and the expiration of the
period of proposal validity specified by the Proposer on the Letter of Technical
Proposal or any extension thereof.
24. Proposal 24.1 The NEA shall open the Technical Proposals in public at the address, on the
Opening date, and time specified in the PDS in the presence of Proposer’s designated
representatives and anyone who chooses to attend. The Financial Proposals
will remain unopened and will be held in custody of The NEA until the
specified time of their opening. If the Technical Proposal and the Financial
Proposal are submitted together in one envelope, The NEA may reject the
entire Proposal. Alternatively, the Financial Proposal may be immediately
resealed for later evaluation.
24.2 First, envelopes marked “WITHDRAWAL” shall be opened and read out
and the envelope with the corresponding Proposal shall not be opened, but
returned to the Proposer. No proposal withdrawal shall be permitted unless
the corresponding withdrawal notice contains a valid authorization to
request the withdrawal and is read out at proposal opening.
24.3 Second, outer envelopes marked “SUBSTITUTION” shall be opened. The

inner envelopes containing the Substitution Technical Proposal and/or
Substitution Financial Proposal shall be exchanged for the corresponding
envelopes being substituted, which are to be returned to the Proposer
unopened. Only the Substitution Technical Proposal, if any, shall be
opened, read out, and recorded. Substitution Financial Proposal will
remain unopened in accordance with ITP 24.1. No envelope shall be
substituted unless the corresponding Substitution Notice contains a valid
authorization to request the substitution and is read out and recorded at
proposal opening.
24.4 Next, outer envelopes marked “MODIFICATION” shall be opened. No

Technical Proposal and/or Financial Proposal shall be modified unless the
corresponding Modification Notice contains a valid authorization to request
the modification and is read out and recorded at the opening of Technical
Proposals. Only the Technical Proposals, both Original as well as
Modification, are to be opened, read out, and recorded at the opening.
Financial Proposals, both Original as well as Modification, will remain
unopened in accordance with ITP 24.1.
24.5 All other envelopes holding the Technical Proposals shall be opened one
at a time, and the following read out and recorded:
(a) the name of the Proposer;
(b) whether there is a modification or substitution;
(c) the presence of a proposal security or a Proposal-Securing

Declaration, if required; and

(d) any other details as the NEA may consider appropriate.
Only Technical Proposals read out and recorded at proposal opening shall
be considered for evaluation. Unless otherwise specified in the PDS, all
pages of the Letter of Technical Proposal are to be initialed by at least three
representatives of The NEA attending the proposal opening. No Proposal
shall be rejected at the opening of Technical Proposals except for late
Proposals, in accordance with ITP 22.1.
24.6 The NEA shall prepare a record of the opening of Technical Proposals that
shall include, as a minimum: the name of the Proposer and the presence
or absence of a proposal security. The Proposers’ representatives who are
present shall be requested to sign the record. The omission of a
Proposer’s signature on the record shall not invalidate the contents and
effect of the record. A copy of the record shall be distributed to all
Proposers who submitted Proposals on time, and posted online when
electronic bidding is permitted.
24.7 At the end of the evaluation of the Technical Proposals, The NEA will invite
proposers who have submitted substantially responsive Technical
Proposals and who have been determined as being qualified for award to
attend the opening of the Financial Proposals. The date, time, and location
of the opening of Financial Proposals will be advised in writing by The
NEA. Proposers shall be given reasonable notice of the opening of
Financial Proposals.
24.8 The NEA will notify Proposers in writing who have been rejected on the
grounds of their Technical Proposals being substantially nonresponsive to
the requirements of the RfP and return their Financial Proposals
unopened.
24.9 The NEA shall conduct the opening of Financial Proposals of all Proposers
who submitted substantially responsive Technical Proposals, in the
presence of Proposers` representatives who choose to attend at the
address, on the date, and time specified by The NEA. The Proposer’s
representatives who are present shall be requested to sign a register
evidencing their attendance.
24.10 All envelopes containing Financial Proposals shall be opened one at a time
and the following read out and recorded:
(a) the name of the Proposer;
(b) whether there is a modification or substitution;
(c) any other details as The NEA may consider appropriate.
Only Financial Proposals, read out and recorded during the opening of
Financial Proposals shall be considered for evaluation. Unless otherwise
specified in the PDS, all pages of the Letter of Financial Proposal and Tariff
Schedule are to be initialed by at least three representatives of The NEA
attending proposal the opening. No Proposal shall be rejected at the
opening of Financial Proposals.
24.11 The NEA shall prepare a record of the opening of Finance Proposals that
shall include, as a minimum: the name of the Proposer, the Proposal Tariff.
The Proposers’ representatives who are present shall be requested to sign
the record. The omission of a Proposer’s signature on the record shall not

invalidate the contents and effect of the record. A copy of the record shall
be distributed to all Proposers who submitted Proposals on time, and
posted online when electronic bidding is permitted.
E. Evaluation and Comparison of Proposals

25. Confidentiality 25.1 Information relating to the evaluation of Proposals and recommendation of
contract award, shall not be disclosed to Proposers or any other persons not
officially concerned with such process until information on the Contract award
is communicated to all Proposers.
25.2 Any attempt by a Proposer to influence The NEA in the evaluation of the
Proposals or Contract award decisions may result in the rejection of its
Proposal.
25.3 Notwithstanding ITP 25.2, from the time of proposal opening to the time of
Contract award, if any Proposer wishes to contact The NEA on any matter
related to the bidding process, it should do so in writing.
26. Clarification of 26.1 To assist in the examination, evaluation, and comparison of the Technical and
Proposals Financial Proposals, and qualification of the Proposers, The NEA may, at its
discretion, ask any Proposer for a clarification of its Proposal. Any clarification
submitted by a Proposer that is not in response to a request by The NEA shall
not be considered. The NEA’s request for clarification and the response shall
be in writing. No change in the substance of the Technical Proposal or
tariffs in the Financial Proposal shall be sought, offered, or permitted, except
to confirm the correction of arithmetic errors discovered by The NEA in the
evaluation of the Proposals, in accordance with ITP 33.
26.2 If a Proposer does not provide clarifications of its Proposal by the date and
time set in The NEA’s request for clarification, its Proposal may be rejected.
27. Deviations, 27.1 During the evaluation of Proposals, the following definitions apply:
Reservations,
and Omissions (a) “Deviation” is a departure from the requirements specified in the RfP;
(b) “Reservation” is the setting of limiting conditions or withholding from
complete acceptance of the requirements specified in the RfP; and
(c) “Omission” is the failure to submit part or all of the information or
documentation required in the RfP.
28. Examination 28.1 The NEA shall examine the Technical Proposal to confirm that all
of Technical documents and technical documentation requested in ITP 10.2 have been
Proposals provided, and to determine the completeness of each document submitted.
If any of these documents or information is missing, the Proposal may be
rejected.
28.2 The NEA shall confirm that the following documents and information have
been provided in the Technical Proposal. If any of these documents or
information is missing, the offer shall be rejected.
(a) Letter of Technical Proposal;
(b) written confirmation of authorization to commit the Proposer;
(c) Proposal Security; and

(d) Technical Proposal in accordance with ITP 14.
29. Responsivenes 29.1 The NEA’s determination of a proposal’s responsiveness is to be based on

s of Technical the contents of the Proposal itself, as defined in ITP 10.
Proposal
29.2 A substantially responsive Technical Proposal is one that meets the

requirements of the RfP without material deviation, reservation, or omission. A
material deviation, reservation, or omission is one that,
(a) if accepted, would:
(i) affect in any substantial way the scope, quality, or performance of
the plant and services specified in the Power Purchase
Agreement; or
(ii) limit in any substantial way, inconsistent with the RfP, The NEA’s
rights or the Proposer’s obligations under the proposed Power
Purchase Agreement, VGF Securitization Agreement and
Connection Agreement; or
(b) if rectified, would unfairly affect the competitive position of other
Proposers presenting substantially responsive Proposals.
29.3 The NEA shall examine the technical aspects of the Proposal submitted in
accordance with ITP 14, Technical Proposal, in particular to confirm that all
requirements of Section 6 (NEA’s Requirements) have been met without any
material deviation, reservation, or omission.
29.4 If a Proposal is not substantially responsive to the requirements of the RfP, it

shall be rejected by The NEA and may not subsequently be made responsive
by correction of the material deviation, reservation, or omission.
30. Nonmaterial 30.1 Provided that a Proposal is substantially responsive, The NEA may waive any
Nonconformities nonconformities in the Proposal that do not constitute a material deviation,
reservation, or omission.
30.2 Provided that a Proposal is substantially responsive, The NEA may

request that the Proposer submit the necessary information or
documentation, within a reasonable period of time, to rectify nonmaterial
nonconformities in the Proposal related to documentation requirements.
Requesting information or documentation on such nonconformities shall
not be related to any aspect of the Financial Proposal. Failure of the
Proposer to comply with the request may result in the rejection of its
Proposal.
31. Detailed 31.1 The NEA will carry out a detailed technical evaluation of the Proposals not
Evaluation of previously rejected as being substantially nonresponsive, to determine
Technical whether the technical aspects are in compliance with the RfP. The
Proposals Proposal that does not meet minimum acceptable standards of
completeness, consistency, and detail, will be treated as nonresponsive and
hence rejected. To reach such a determination, The NEA will examine and
compare the technical aspects of the proposals on the basis of the
information supplied by the Proposers, taking into account the following:
(a) overall completeness and compliance with The NEA’s Requirements;

deviations from The NEA’s Requirements; conformity of the plant and

services offered with specified performance criteria included in the
Proposal. The Proposal that does not meet minimum and/or maximum
acceptable standards of completeness, consistency, and detail will be
rejected for non-responsiveness;
(b) other relevant factors, if any, listed in Section 3 (Evaluation and
Qualification Criteria).
32. Eligibility and

32.1 The NEA shall determine to its satisfaction during the evaluation of
Qualification of
Technical Proposals whether a Proposer meets the eligibility and qualifying
the Proposer
criteria specified in Section 3 (Evaluation and Qualification Criteria).
32.2 The determination shall be based upon an examination of the documentary

evidence of the Proposer’s qualifications submitted by the Proposer,
pursuant to ITP 13.
32.3 An affirmative determination shall be a prerequisite for the opening and

evaluation of a Proposer’s Financial Proposal. A negative determination
shall result into the disqualification of the Proposal, in which event The
NEA shall return the unopened Financial Proposal to the Proposer.
33. Correction of 33.1 During the evaluation of Financial Proposals, The NEA shall correct
Arithmetical arithmetical errors on the following basis:
Errors
(a) if there is a discrepancy between words and figures, the amount in
words shall prevail, unless the amount expressed in words is related to
an arithmetical error, in which case the amount in figures shall prevail.
33.2 If the Proposer that submitted the lowest evaluated Proposal does not accept
the correction of errors, its Proposal shall be disqualified and its proposal
security may be forfeited.
34. Evaluation of 34.1 The NEA shall use the criteria and methodologies listed in this clause. No
Financial other evaluation criteria or methodologies shall be permitted.
Proposals
34.2 To evaluate a Financial Proposal, The NEA shall consider the following:
(a) the proposal tariff, in the Tariff Schedule;
(b) tariff adjustment for correction of arithmetical errors in accordance with
ITP 33.1;
(c) the evaluation factors indicated in Section 3 (Evaluation and
Qualification Criteria).
34.3 If the Proposal, which results in the lowest Evaluated Proposal, is seriously
unbalanced or front loaded in the opinion of The NEA, the NEA may require
the Proposer to produce detailed tariff analyses to demonstrate the internal
consistency of that tariff. After evaluation of the tariff analyses, taking into
consideration the terms of payments, The NEA may require that the amount
of the Performance Security be increased at the expense of the Proposer to a
level sufficient to protect The NEA against financial loss in the event of default
of the successful Proposer under the Contract.

35. Comparison of 35.1 The NEA shall compare all substantially responsive Proposals to determine
Proposals the lowest evaluated Proposal, in accordance with ITP 34.2.
36. NEA’s Right to 36.1 The NEA reserves the right to accept or reject any Proposal, and to annul the
Accept Any bidding process and reject all Proposals at any time prior to contract award,
Proposal, and without thereby incurring any liability to Proposers. In case of annulment, all
to Reject Any Proposals submitted and specifically, Proposal Securities shall be promptly
or All returned to the Proposers.
Proposals
F. Award of Contract
37. Award Criteria 37.1 The NEA shall award the Contract to the Proposer whose offer has been
determined to be the lowest evaluated Proposal and is substantially
responsive to the RfP, provided further that the Proposer is determined to be
eligible and qualified to perform the Contract satisfactorily.
38. Notification of 38.1 Prior to the expiration of the period of proposal validity, The NEA shall
Award notify the successful Proposer, in writing, that its Proposal has been
accepted.
38.2 At the same time, The NEA shall also notify all other Proposers of the
results of the bidding. The NEA will publish in an English language
newspaper or well-known freely accessible website the results identifying
the Proposal and lot numbers, and the following information: (i) name of
each Proposer who submitted a proposal; (ii) proposal tariffs as read out at
proposal opening; (iii) name and evaluated tariffs of each proposal that
was evaluated; (iv) name of Proposers whose Proposals were rejected and
the reasons for their rejection; and (v) name of the winning Proposers, and
the tariff they offered. After publication of award, unsuccessful Proposers
may request in writing to The NEA for a debriefing seeking explanations on
the grounds on which their Proposals were not selected. The NEA shall
promptly respond in writing to any unsuccessful Proposer who, after
publication of contract award, request for a debriefing.
38.3 Until a formal contract is prepared and executed, the notification of award shall
constitute a binding Contract.
39. Signing of 39.1 After notification of award of Contract, the successful Proposer will be required
Contract to comply with the contractual conditions specified in Section 6 of the RfP
Documents.
40. Performance 40.1 Within 45 days of the receipt of award of Contract from The NEA, the
Security successful Proposers shall furnish the Performance Security in accordance
with the conditions of contract, subject to ITP 34.3, using for that purpose the
Performance Security Form included in Section 4 of the RfP, to The NEA.
40.2 Failure of the successful Proposer to submit the above-mentioned

Performance Security or comply with the contractual conditions specified in
Section 6 of the RfP documents shall constitute sufficient grounds for the
annulment of the award of the Contract and forfeiture of the Proposal Security.
In that event, The NEA may award the Contract to the next lowest evaluated
Proposer whose offer is substantially responsive and is determined by The
NEA to be qualified to perform the Contract satisfactorily.

Section 2 - Proposal Data Sheet 2-1
Section 2 - Proposal Data Sheet

This section consists of provisions that are specific to each procurement and supplement the
information or requirements included in Section 1 - Instructions to Proposers.
A. General
ITP 1.1 The number of the Invitation for Proposals (IFB) is: RfP No.:
NEA/PMD/USGSP/2074/75-01
The name of the international competitive bidding (ICB) is: Selection of

Independent Power Producer (IPP) (s) for Setting of Utility Scale Grid tied
Solar PV Projects (Procurement of Power on Long Term Basis)
ITP 2.1 The Borrower is: Nepal Electricity Authority
The name of the Project is: Utility Scale Grid tied Solar PV Project
B. Contents of RfP Documents
ITP 6.1 For clarification purposes only, the NEA’s address is:
Attention: Project Manager, Utility Scale Gridtied Solar PV Project, Project

Management Directorate
Street address: Kharipati, Bhaktapur
City: Bhaktapur Country: Nepal
Telephone: +977-1-620097 E-mail address: usgsp@nea.org.np
ITP 6.4 A Pre-Proposal meeting will take place.

Date: 15 days from the first publication of request for proposal notice (i.e. 9th May
2018)
Time: 1 PM Place: NEA Training Center Complex, Kharipati, Bhaktapur, Nepal
C. Preparation of Proposals
ITP 10.2 (g) The Proposer shall submit with its Technical Proposal as provided in Section 4 of
the RfP Documents the following additional documents:
• Survey License or a duly registered application with Department of
RfP for procurement of solar power Single-Stage: Two-Envelope

2-2 Section 2 - Project Data Sheet
Electricity Development (DoED), Nepal for grant of Survey License
• Desk study Report for the capacity that is being proposed with Solar
Irradiation, Generation data, technical details of the Plant and site
coordinates;
• Relevant documents translated in English and notarized to indicate the

ownership of land or Letter of Intent from the land owner to either sell or
lease land for the entire term of the PPA. A self-declaration that the land
has not been mortgaged.
ITP 10.3 (c) The Proposer shall submit with its Financial Proposal the following additional
documents: None
ITP 11.1 The units and rates in figures entered into the Tariff Schedule should be
typewritten or if written by hand, must be in print form. Tariff Schedule not
presented accordingly may be considered nonresponsive.
ITP 15.1 The Proposer shall quote tariff for the entire AC power output from the Plant at
the delivery (interconnection) point of the substation on a single responsibility
basis. The following components or services will be provided under the
responsibility of the NEA: Signed PPA, VSA and CA with NEA
The Proposer shall be required to quote Tariff till 30th June 2022 AD only. From
ITP 15.3 1st July 2022 AD onwards, the Tariff payable shall be NRs 6.60/kWh for the
remaining duration of the PPA.
ITP 16.1 The currency of the proposal shall be Nepali Rupees (NRs.).
ITP 17.1 The Proposal validity period shall be 180 days.
ITP 18.1 The Proposer shall furnish a Proposal Security in the amount of: NRs 2,000,000
per MW, calculated on the basis of capacity offered.
ITP 18.3 Any Proposal not accompanied by an irrevocable and callable Proposal Security
shall be rejected by the NEA as nonresponsive. However, if a Proposer submits a
Proposal Security that deviates in form, amount, and/or period of validity, the NEA
shall request the Proposer to submit a compliant proposal security within 5 days
of receiving such a request. Failure to provide a compliant proposal security
within the prescribed period of receiving such a request shall cause the rejection
of the Proposal.
ITP 19.1 In addition to the original Proposal, the number of copies is: two (2) copies. The
proposers are also requested to submit a softcopy of the technical proposal on a
CD in the envelope containing the hard copy of the RfP Documents. The CD
should not contain any Tariff data.
ITP 19.2 The written confirmation of authorization to sign on behalf of the Proposer shall
consist of a power of attorney confirmed by a public notary, specifying the
representative’s authority to sign the Proposal on behalf, and to legally bind the
Proposer. If the Proposer is a Joint Venture, the power of attorney should be
Single-Stage: Two-Envelope RfP for Solar Power

Section 2 - Proposal Data Sheet 2-3
signed by all partners and specify the authority of the named representative of the
Joint Venture to sign on behalf of, and legally bind the intended or existing Joint
Venture.
ITP 19.2 The Proposer shall submit an acceptable authorization within 15 days.
D. Submission and Opening of Proposals
ITP 21.1 For proposal submission purposes only, the NEA’s address is
Attention: Project Manager, Utility Scale Gridtied Solar PV Project, Project
Management Directorate
The deadline for proposal submission is
Date: 21st June, 2018 Time: 12 PM
ITP 24.1 The proposal opening of Technical Proposals shall take place at
Utility Scale Gridtied Solar PV Project, Project Management Directorate

Date: 21st June 2018 Time: 12:30 PM
ITP 24.5 The Letter of Technical Proposal shall be initialed by three (3) representatives of
NEA attending the Technical Proposal opening.
ITP 24.10 The Letter of Financial Proposal and Tariff Schedule shall be initialed by three (3)
representatives of NEA attending the Financial Proposal opening.
E. Evaluation and Comparison of Proposals
ITP 34.1 The currency that shall be used for proposal evaluation is: Nepalese Rupees
(NRs)
ITP 37 The Award shall be as per Provision 1.2 (Financial Evaluation) of Section 3 of the
RfP Documents.
RfP for procurement of solar power Single-Stage: Two-Envelope

Section 3 - Evaluation and Qualification Criteria 3-1
Section 3 - Evaluation and Qualification

Criteria
Table of Criteria
1. Evaluation.................................................................................................................................. 2
1.1 Technical Evaluation ............................................................................................................ 2
1.2 Financal Evaluation .............................................................................................................. 3
1.3 Functional Guarantees of the Plant .................................................................................... 6
1.4 Multiple Proposals ................................................................................................................ 6
2. Qualification .............................................................................................................................. 7
2.1 Eligibility ................................................................................................................................ 9
2.1.1 Nationality ......................................................................................................................... 9
2.1.2 Conflict of Interest ............................................................................................................ 9
2.1.3 ADB Eligibility ................................................................................................................... 9
2.1.4 Government-Owned Enterprise ...................................................................................... 9
2.1.5 United Nations Eligibility ................................................................................................. 9
2.2 Pending Litigation and Arbitration ................................................................................... 10
2.3 Financial Situation .............................................................................................................. 11
2.3.1 Networth .......................................................................................................................... 11
2.3.2 Average Annual turnover ............................................................................................... 11
2.3.3 Financial Resources ....................................................................................................... 12
2.4 Proposer’s Experience ....................................................................................................... 13
2.4.1 Contracts of Similar Size and Nature ........................................................................... 13
RfP for Procurement of Solar Power Single-Stage: Two-Envelope

3-2 Section 3 - Evaluation and Qualification Criteria
1. Evaluation
1.1 Technical Evaluation

In addition to the criteria listed in ITP 31.1 (a) – (b), other relevant factors are as
follows:
The Proposal submitted by the Proposer shall be rejected if:
I. Proposal is conditional in nature
II. Proposer has submitted or participated in multiple proposal for the same
substation either as a Proposing Company or as a Partner of Proposing
Joint Venture
The proposal will be further evaluated for compliance with the following
requirements and in case of non-fulfilment of any of the requirements, the proposal
shall be rejected.
(a) It is proposed to promote only commercially established and operational

technologies to minimize the technology risk and to achieve timely
commissioning of the Projects. The Proposer shall indicate technology selected
and its details at the time of submission of proposal. However, the Proposer
shall confirm and provide sufficient proof and credentials that the proposed
technology is in successful operation in at least one project anywhere in the
world.
(b) This RfP Documents has been prepared solely for electricity generated by
plants that uses Solar PV technology. Solar PV Plant means the plant that uses
sunlight for direct conversion into electricity through Photo Voltaic technology.
The capacity of each Project shall be minimum 1 MW and maximum as stated
in Schedule I of Section 6 of the RfP document for maximum capacity that can
be injected to a given substation. The capacity of Solar Plant in MW should be
in whole numbers only. The MW capacity here means the AC capacity rating at
the Delivery Point and accordingly the Proposer can choose the DC rating of
their solar field to meet the AC rating at the Delivery Point.
(c) The Proposer shall provide documentary evidence of its technical ability to
ensure and meet the schedule for project completion and commencement of
the power supply. In this regard the Proposer can provide documentary
evidence for the Infrastructure project undertaken by it.
(d) The Proposer shall provide a declaration in writing;

• to use equipment of applicable latest IEC standards and compliant with
applicable standards as specified by Nepal Electricity Authority for grid
interconnection;
• to use all equipment and auxiliaries are suitable for operation in the
frequency range of 47.5 to 51 Hz (-5% to +2% of rated frequency of 50.0 Hz);
• the maximum current and voltage waveform distortion shall be in accordance
with IEEE 519 standard and the Phase voltage unbalance shall be limited to
one percent (1%) and the Voltage shall be pure sinusoidal;
• that the Power Factor shall be maintained between 0.85 lag and 0.95 lead at
the delivery point;
Single-Stage: Two-Envelope RfP for Procurement of solar power

• that suitable protection devices shall be provided so that the solar power
plant shall be isolated automatically from the NEA grid when grid supply fails;
• that connectivity criteria like short circuit level (for switchgear), neutral
grounding, fault clearance time, current unbalance (including negative and
zero sequence currents), limit of harmonics etc. shall be as per IEC and/or
IEEE standards as applicable;
• that the Solar power plant getting connected to the grid for supplying power
shall be constructed as complete line bay (including civil works) and its
interconnection with existing electrical system at their own cost. Line Bay
shall include breakers, CTs, CVT/ PTs, isolators, protection equipment, bus
bar material and other allied materials as applicable;
• that the fee as per NEA rules for land necessary for the construction of line
bay will be paid. Provided, the land necessary for bay construction is not
available at the substation, then it will make necessary arrangement for the
required area on its own cost;
• that the solar plant may carry fault current that may occur on the grid, it shall
provide adequate switchgear protection against such faults. NEA will not be
responsible for damage, if any, caused to the project’s plant and allied
equipment during parallel operation of the plant with grid;
• that the synchronization equipment shall be installed by it at its solar power
plant at its own cost. It shall synchronize its system with the Grid System only
after the approval of synchronization scheme by the concerned department
of NEA.
• that the DC current injection shall be either less than 0.5% of full rated output
at the interconnection point or ≤ (equal to or less than) 5mA.
• that the Flicker shall be maintained as follows:
Inverter Current IEC Standard

< 16A 61000-3-3
>16A 61000-3-11
(e) The Land for the Plant is to be made available by the Proposer. If the land is
not available with the Proposer at the proposal stage, it can submit Letter of
Intention from the land owner to either sell or lease land for the entire term of
the PPA. The land should be free from all encumbrances. The land should
neither have been proposed for other purposes nor should have been
mortgaged.
1.2 Financal Evaluation
In addition to the criteria listed in ITP 34.2 (a)–(c), other relevant factors are as
follows:
From 1st July 2022 AD, the tariff shall be NRs 6.60/kWh for the remaining term of
the PPA regardless of their COD as no VGF fund shall be available from 1st July
2022 AD The Proposer shall be required to accordingly submit its financial
proposal. Any financial proposal not meeting this requirement shall be rejected.
1.2.1 Step 1-Stacking up of proposals

The evaluation of the Financial Proposal shall be carried out based on the
information provided by the Proposer in the Envelope II (Financial Proposal).
Proposals shall be received for the substations prescribed in Schedule 1 to the
Section 6 of the RfP Documents and all the proposals shall be treated as one for
the purpose of evaluation. The Proposer shall be selected only on the basis of the

levelized Tariff quoted by them subject to the quoted Tariff satisfying the restrictions
quoted thereon as stated in this RfP.
The Tariff quoted by the Proposers for different substations prescribed in the
Schedule 1 of Section 6 of the RfP Documents shall be stacked up in an ascending
order and selection shall be made on the basis of quoted levelized Tariff, with
lowest quoted tariff getting highest privilege, until the total VGF to be paid reaches
the budgetary limit of US$ 18.5 million.
If more than one Proposer quotes the same tariff even up to two decimals and not
enough VGF is available for funding, the Proposers shall be requested to submit a
sealed revised Financial Proposal, which shall be done within three days of such
request. The lowest revised Tariff quoted by the Proposer shall be selected till the
available VGF is exhausted. The revised Tariff quoted by the Proposer shall not
affect the ranking of the Proposers after the First Step of Allotment.
1.2.2 Step 2-Capacity allotment to the successful Proposer/s

Only those Proposers whose proposals have been selected in the Step 1 of the
financial proposal evaluation will be eligible for capacity allocation. The Proposer
with the lowest quoted levelized Tariff will be awarded the proposed capacity,
provided the proposed capacity is of minimum 1 MW and does not exceed the
maximum capacity limit as specified in the Schedule I of Section 6 showing
capacity that each substation can inject. Likewise, the second lowest proposer shall
be given next preference and so on so forth.
Example to illustrate the capacity allotment process

Let us assume that Proposers A to E have made it through the Step 1 of the
financial evaluation regardless of the substation. In Step 2 of the capacity allotment
process, the location of the Plant will not be considered and all the proposals within
Nepal will be considered. The Table below illustrates the capacity allocation
process considering an example of quoted Tariff and normative CUF of 18% as
mentioned in the Clause 1.3 of this Section.
Proposer Quoted Levelized Tariff Proposed Normative

Charge (NRs) Capacity (MW) CUF
A 17 20 18%
B 14 20 18%
C 16 20 18%
D 15 20 18%
E 18 10 18%
First Round of Capacity Allotment:

In the First Round, the Proposer B that quotes the lowest tariff at NRs 14 for 20
MW of capacity is selected. So, the capacity allotment after the First Round is 20
MW. The VGF required to be paid is calculated for this capacity allotment. The
required VGF is US$ 3.55 Million considering annual generation of 31.54 MUs at
normative CUF of 18%. Since the VGF required is less than the total budgeted
amount of US$ 18.5 Million, the Second Round of Allotment shall be carried out.
Second Round of Capacity Allotment:

The second lowest quoted levelized tariff is by Proposer D at NRs 15 for 20 MW.
The required VGF is US$ 4.16 Million considering annual generation of 31.54 MUs
at normative CUF of 18%. The cumulative committed VGF after Second Round of
allotment is US$ 7.71 Million (US$ 3.55 Million + US$ 4.16 Million). As the total
VGF required is still less than the total available VGF of US$ 18.5 Million, the Third
Round of Allotment shall be conducted.
Third Round of Capacity Allotment:

The third lowest quoted levelized tariff is by Proposer C at NRs 16 for 20 MW of
capacity. The required VGF is US$ 4.77 Million considering annual generation of
31.54 MUs at normative CUF. The cumulative VGF now required is US$ 4.77
Million + US$ 7.71 Million = US$ 12.48 Million. As the total VGF required is still less
than the total available VGF of US$ 18.5 Million, the fourth Round of Allotment shall
be conducted.
Fourth Round of Capacity Allotment:

The fourth lowest quoted levelized tariff is by Proposer A at NRs 17 for 20 MW of
Million + US$ 12.48 Million = US$ 17.85 Million. As the total VGF required is still
less than the total available VGF of US$ 18.5 Million, the fifth Round of Allotment
shall be conducted.
Fifth Round of Capacity Allotment:

The fifth lowest quoted levelized tariff is by Proposer Eat NRs 18 for 10 MW of
Million + US$ 17.85 Million = US$ 19.84 Million. As the VGF required is more than
the total budgeted VGF of US$ 18.5 Million, only the balance VGF of US $ 0.85
Million available after fourth Round of Capacity Allotment can be allocated to the
Proposer. The calculation reveals that Proposer E can only be allocated 2.85 MW.
Since the capacity allocation can only be in multiples of 1 MW, the capacity that
can be offered is 2 MW. The balance amount of US $ 0.25 Million shall not be used
and shall be kept aside as contingency fund.
Since the Proposer has been offered lower capacity than it had proposed the
Proposer has the choice to accept or reject the offered capacity and would be
allowed to quit the bidding process without the forfeiture of Proposal Security and
the offer shall me made to the next lowest Proposer and so on.
Capacity Allotment at a Substation

The allotment of capacity at a substation is subject to the maximum capacity of the
substation. No further capacity shall be allocated at a substation once the total
allocated capacity equals the maximum capacity of the Substation. The Proposals
of other Proposers for this substation shall not be further considered for allocation
of capacity. However, capacity allocation at other substations shall continue on the
basis of the above principle.
The Contract shall be awarded to all such Successful Proposers who have been
allocated VGF funding. Each Successful Proposer shall unconditionally accept the
award, and record on one (1) copy of the Contract Award, “Accepted
Unconditionally”, under the signature of the authorized signatory of the Successful
Proposer and return such copy to NEA within seven (7) days of award of Contract.

If the Successful Proposer(s), to whom the Contract has been awarded, does not
respond with “Accepted Unconditionally” as stated above, NEA reserves the right to
annul the award of the Contract of such Successful Proposer(s) and unconditionally
forfeit Proposal Security of such Proposer(s). NEA at its own discretion, has the
right to reject all the Proposals if the Quoted levelized Tariff is not aligned to the
prevailing market prices in Nepal.
1.2.3 Waiting listing of Proposers

After the allocation of aggregate capacity which consumes budgeted VGF, a
waiting list of projects which require VGF support equivalent to the budgeted
amount shall be maintained up to the date of “Financial Closure”. Projects shall be
allocated to the wait listed Proposers in case the successful Proposer to whom the
project has been allocated in the first instance fails to achieve “Financial Closure”.
The selection will be based on the principles of lowest quoted Tariff subject to
availability of VGF and capacity at the Substation. The Proposers who agree to be
in the waiting list and who agree for retention of their Proposal Security by NEA
shall only be considered in the waiting list. The Proposers who wish to keep their
Projects in waiting list shall give a declaration in the covering letter as per Schedule
1 in Section 4 of the RfP. In the absence of such a declaration, it shall be construed
that such Proposers are not willing to get included in the waiting list and therefore,
they shall not be considered for the same. Further, if the Proposers wishing to be
included in the waiting list, opt out after the selection process is over, then the
Proposal Security of such Proposers shall be forfeited.
1.2.4 Time Schedule

Time to achieve the CoD of the Project from the effective date specified in the
Power Purchase Agreement is twelve months. The term of the Power Purchase
Agreement is 25 years from the date of achieving the CoD. The earlier completion
and commissioning before the twelve month period from the PPA signing is
encouraged and if achieved the time of early completion (i.e. time before twelve
month from PPA) shall also be paid at the quoted tariff with VGF.
1.3 Functional Guarantees of the Plant

The minimum annual CUF to be achieved by the Plant shall be 18%. The VGF
payable to the Solar Developer Company shall be computed considering this
normative CUF. Further all penalties and incentives shall be computed in relation to
this normative CUF.
1.4 Multiple Proposals
In case of multiple proposals by a Proposer, the evaluation will include the
assessment of the Proposer’s capacity to meet the following aggregated financial
requirements as presented in the proposals:
• Net worth
• Average annual turnover,
• Financial resources
The aggregate financial requirement shall be assessed on the basis of all the
financially responsive proposals of the Proposer. In case the aggregated financial
requirement is more than the aggregate financial capability of the Proposer, the
financially responsive proposals shall be stacked in the order of increasing quoted
levelized Tariff and the corresponding aggregated financial requirement shall be
compared with the financial capability of the Proposer. All financially responsive
proposals of the Proposers for which the aggregated financial requirement is lower
than the financial capability of the Proposer shall be considered for award of the
Contract. The other proposals shall not be considered for award of the Contract.

2. Qualification
The Proposer either as Proposing Company or as a Proposing Joint Venture must

meet the Qualification Criteria. The Proposer shall be required to submit documentary
evidence to prove that the Proposer meets the requirement of this RfP. The intending
Proposer should meet the following criteria to be eligible for this proposal:
Composition of the Proposing Company/Joint Venture
The Proposer should be a Company (Proposing Company) or a Joint Venture of

Companies (Proposing Joint Venture), where one of the Partners acts as the Lead
Partner). The Joint Venture shall not consist of more than three (3) Partners.
Individual Company should not be natural persons.
If a Joint Venture is submitting a Qualification Declaration, the Joint Venture must

include one or more entities which are able to discharge the responsibilities of the
Lead Partner and the Partner of the Joint Venture as set forth below.
• Neither the Lead Partner nor the other Partners of the Joint Venture may be a
natural person.
• A Company that is a Joint Venture should provide the information detailing the
respective roles and ownership interests of the various Partners of the Joint
Venture.
• The Proposal shall contain a legally enforceable Joint Venture Agreement

entered between the Partners of the Proposing Joint Venture, designating one
of the Partners to be the Lead Partner. There shall be only one Lead Partner
which shall continue to hold at least fifty one percent (51%) equity in the Project
Company.
• Each Partner of the Proposing Joint Venture shall duly sign the Joint Venture
Agreement making it liable for raising the required funds for its respective
equity investment commitment as specified in the Joint Venture Agreement. In
the absence of a duly executed Joint Venture Agreement as per Schedule II of
Section 4 of this RfP, the Proposal will not be considered for evaluation and will
be rejected.
• The Lead Partner of the Proposing Joint Venture shall be liable to the extent of
one hundred percent (100%) of the total proposed commitment of equity
investment in the Project Company, i.e., for both its own liability as well as the
liability of the other Partners in case of default by other Partners of JV.
The Joint Venture Agreement shall not be amended without the prior written approval
of NEA.
The Lead Partner in a Joint Venture shall designate only one person to represent the
Joint Venture in its dealings with NEA. The person designated by the Lead Partner
shall be authorized through a Board Resolution to perform all tasks including, but not
limited to providing information, responding to enquiries, signing of Proposal on
behalf of the Joint Venture, etc. Additionally, the Proposal shall also contain a Power
of Attorney in original (as per Schedule III of Section 4 of this RfP) in favor of the
Lead Partner issued by the other Partners of the Joint Venture.

The Proposal shall also contain a Board Resolution as per Schedule V of Section IV
of this RfP from each Partner of the Joint Venture confirming that the RfP has been
read, examined and understood and also the Proposal has been reviewed and each
element of the Proposal is agreed to by them.
Settlement of any dispute amongst the Joint Venture Partners shall not be the
responsibility of NEA and NEA and they shall not bear any liability whatsoever on this
account.
A Proposer can be a foreign company independently or as a Partner of Joint Venture

at the Proposal stage. But if Contract is awarded by NEA, the proposing
company/Joint Venture has to form a Solar Developer Company registered under the
Company Act 2006 AD of Nepal within 30 days from the Award of Contract.
Limited Liability Partnerships (LLPs) are not eligible for participation in this proposal.
The Proposer will be responsible to get all Consents, Right of Way, Clearances and
Permits obtained in the name of a Proposing Company or Lead partner of the Joint
Venture or Proposing Joint Venture transferred in the name of the Solar Developer
Company established as per law of Nepal in the event of being selected as the
Successful Proposer.
Notwithstanding anything stated above, NEA reserves the right to verify the
authenticity of the documents submitted for meeting the Qualification Requirements
and may request for any additional information or documents. NEA reserves the right
at its sole discretion to contact the Proposer’s bank, lenders, financing institutions
and any other persons as necessary to verify the Proposer’s information or
documents for the purpose of qualification.
The Successful Proposer shall be required to maintain compliance with the

Qualification Requirements throughout the bidding process before the Solar
Developer Company is formed. Once the Solar Developer Company is formed, the
responsibility of complying with the Qualification Requirements shall be transferred to
the Solar Developer Company, which has to maintain all required compliances till the
execution of the PPA. If the Solar Developer Company defaults, the successful
Proposer shall be responsible to fulfill all obligations thereon.

2.1 Eligibility
Criteria Compliance Requirements Documents
Joint Venture
Single Submission
Requirement All Partners Each One
Entity Requirements
Combined Partner Partner
2.1.1 Nationality
Nationality in accordance with must meet must meet must meet not Forms
requirement requirement requirement applicable
ITP Subclause 4.2. ELI - 1; ELI - 2
with attachments
2.1.2 Conflict of Interest

No conflicts of interest in must meet must meet must meet not Letter of Technical
requirement requirement requirement applicable Proposal
accordance with ITP Subclause
4.3.
2.1.3 ADB Eligibility

Not having been declared must meet must meet must meet not Letter of Technical
requirement requirement requirement applicable Proposal
ineligible by ADB, as described
in ITP Subclause 4.4.
2.1.4 Government-Owned Enterprise

Proposer required to meet must meet must meet must meet not Forms
requirement requirement requirement applicable ELI - 1; ELI - 2
conditions of ITP Subclause 4.5.
with attachments
2.1.5 United Nations Eligibility

Not having been excluded by an must meet must meet must meet not Letter of Technical
act of compliance with a UN requirement requirement requirement applicable Proposal
Security Council resolution in
accordance with ITP Subclause
4.7.

2.2 Pending Litigation and Arbitration
2.2.1 Pending Litigation and Arbitration

Joint Venture
Single Submission
Entity Requirements
All pending litigation and must meet not must meet not Form LIT - 1
requirement applicable requirement applicable
arbitration, if any, shall be
by itself or by itself or
treated as resolved against the as partner to as partner to
Proposer and so shall in total past or past or
not represent more than fifty existing Joint existing Joint
Venture Venture
(50) percent of the Proposer’s
net worth calculated as the
difference between total assets
and total liabilities.

2.3 Financial Situation

2.3.1 Networth

Joint Venture
Single Submission
Entity Requirements
Submission of audited financial must meet must meet must meet must meet Form FIN - 1 with
requirement requirement the the attachments
statements or, if not required by
requirement requirement
the law of the Proposer’s
country, other financial
statements acceptable to NEA,
for the last three years to
demonstrate the current
soundness of the Proposer’s
financial position. As a
minimum, the Proposer’s net
worth for the last year calculated
as the difference between total
assets and total liabilities should
be positive.
2.3.2 Average Annual turnover

Joint Venture
Single Submission
Entity Requirements
Minimum average annual must meet must meet must meet must meet Form FIN - 2
requirement requirement
turnover of NRs. 60 Million per the 51%
MW of the proposed Capacity, requirement of the
in proportion requirement
within the last three years. of their
equity
participation

2.3.3 Financial Resources
If the proposal evaluation process and the decision for the award of the Contract takes more
than one (1) year from the date of proposal submission, Proposers shall be asked to resubmit
their current contract commitments and latest information on financial resources supported by
latest audited accounts / audited financial statements, or if not required by the law of the
Proposer’s country, other financial statements acceptable to NEA, and the Proposers’
financial capacity shall be reassessed on this basis.

Joint Venture
Single Submission
Entity Requirements
The Proposer must demonstrate

that it has the financial
resources to meet:
(a) its current contract must meet not must meet not Form FIN - 4
requirement applicable requirement applicable
commitments, as defined in
for its own
FIN-4 (Total Financial contractual
Requirements for Current commitments
Contract Commitments),
plus
(b) the requirements for the must meet must meet must meet in must meet Form FIN – 3 and
requirement requirement proportion of Form FIN - 4
Subject Contract of NRs. 20 51% (B)
the equity
Million per MW of the participation
proposed Capacity. (A)

2.4 Proposer’s Experience

2.4.1 Contracts of Similar Size and Nature

Joint Venture
Single Submission
Entity Requirements
Participation as Project must meet not not must meet Form EXP - 1
requirement applicable applicable requirement
Developer/Contractor/ any other
registered agencies in at least
one infrastructure contract that
has been successfully or
substantially completed within
last seven years where the value
of the Proposer’s participation
exceeds NRs 100 Million; the
infrastructure development of
transportation, water supply,
irrigation, energy, housing,
apartment and commercial
Complex shall be considered as
Infrastructure Projects.

Section 4 - Proposal Forms 4-1
Section 4 - Proposal Forms

This section contains the forms to be completed by the Proposer and submitted as part of its
Proposal.
Table of Contents
Proposal - Contents of Envelope I (Technical Proposal)……………………………………………….. 3

Proposal - Contents of Envelope II (Financial Proposal) ………………………………………………. 5
SCHEDULE I: QUALIFICATION DECLARATION……………………………………………………….. 6
SCHEDULE I-1 COVER LETTER…………………………………………………………………………. 6
SCHEDULE I-2: QUALIFICATION DECLARATION…………………………………………………….. 8
SCHEDULE I-3: SIGNING AUTHORIZATION…………………………………………………………… 11
ANNEX TO QUALIFICATION DECLARATION………………………………………………………….. 12
SCHEDULE II: JOINT VENTURE AGREEMENT……………………………………………………….. 13
SCHEDULE III: POWER OF ATTORNEY……………………………………………………………….. 17
SCHEDULE IV: LAND LEASE INTENTION……………………………………………………………... 18
SCHEDULE V: BOARD RESOLUTION ………………………………………………………………… 19
SCHEDULE VI: PROPOSAL LETTER…………………………………………………………………… 21
SCHEDULE VI- 1: SUMMARY INFORMATION OF THE TECHNICAL PROPOSAL……………….. 23
SCHEDULE VI-2: TECHNICAL DATA AND SUBMITTALS……………………………………………. 25
SCHEDULE VI-3: PROJECT SCHEDULE……………………………………………………………….. 26
SCHEDULE VII: Proposal Security………………………..……………………………………………… 27
SCHEDULE VIII: DECLARATION ON THE TECHNICAL ASPECTS OF THE PROJECT…………. 28
SCHEDULE IX-1: FINANCIAL PROPOSAL……………………………………………………………… 30
SCHEDULE IX-2: THE TARIFF QUOTE ………………………………………………..……………….. 32
Proposer’s Qualification …..……………………………….………………………………………………..33
Form ELI - 1: Proposer’s Information Sheet……………………………………………………………… 34
Form ELI - 2: Joint Venture Information Sheet…………………………………………………………… 35
Form LIT – 1: Pending Litigation and Arbitration……………………………………………….. ………. 36
Form FIN - 1: Net worth ………………………………………………..………………………………….. 37
Form FIN - 2: Average Annual Turnover………………………………………………...........................38
Form FIN – 3: Availability of Financial Resources………………………………………………………. 39
Form FIN- 4: Financial Requirements for Current Contract Commitments………………………….. 40

Form EXP – 1: Details of Contracts………………………………………………..……………………...42
Proposal - Contents of Envelope I (Technical Proposal)

The Proposer shall submit Technical Proposal in sealed envelope containing the following
Documents. These documents are designed to demonstrate the Proposer’s compliance with
the Qualification Requirements set forth in Clause 2 of Section 3 and other submission
requirements specified in the RfP and must be accompanied by appropriate documents
evidences. These documents shall be submitted separately for each Proposal.
i. Duly filled, signed and sealed RfP Document;

ii. Qualification Declaration including covering letter, signing authorization along with
relevant documents as prescribed in Schedule I;
iii. In case of a Joint Venture, a Joint Venture Agreement between the Partners of Joint
Venture as prescribed in Schedule II along with the Board Resolution from each
Partners of the Joint Venture for participating in Joint Venture;
iv. In case of a Proposing Joint Venture, a Power of Attorney in favor of the Lead Partner
issued by the other Partners of the Joint Venture shall be provided in original as per
Schedule III;
v. A duly filled and signed lease intention declaration as prescribed in Schedule IV;
vi. Board Resolutions, as per prescribed Schedule V duly certified by the Company
Secretary or the Director of the relevant Proposer/s, as applicable to the Proposer/s
and mentioned hereunder:
vii. Board resolution from the Proposing Company or the Lead Partner of the Joint
Venture, as the case may be, in favor of the person signing the Proposal;
viii. Board resolution from each of the Joint Venture Partners except the Lead
Partner in favor of the person authorized to execute the Power of Attorney in favor
of the Lead Partner.
ix. Board Resolution from the Proposing Company committing one hundred percent
(100%) of the equity requirement for the Project or Board Resolutions from each of the
Joint Venture Partners together in aggregate committing to one hundred percent
(100%) of equity requirement for the Project (in case of Proposing Joint
Venture);
x. In the event any Partner of the Proposing Joint Venture is a foreign entity, it may
submit Board Resolution in place of Power of Attorney for the purpose of fulfilling
the requirements under Clause 2 of Section 3 of this RfP. Provided that such Board
Resolution shall be supported by an unqualified opinion issued by the legal
counsel of such foreign entity stating that the Board Resolution is in compliance with
the applicable laws of the respective jurisdiction of the issuing Company and the
authorization granted therein is true and valid.
xi. A Proposal letter signed by the representative of the Proposer or Lead Partner of the
Joint Venture as prescribed in Schedule VI. The Proposer shall also submit the
technical information & data, project schedule as prescribed in Schedule VI.
xii. Unconditional and Irrevocable Bank Guarantee for Proposal Security to be issued by
Class “A” commercial bank specified by Nepal Rastra Bank as per the format in
Schedule VII;
xiii. Declaration by the Proposer on technical aspects of the Project as prescribed in

Schedule VIII.
xiv. Memorandum of Association, Article of Association along with the Proposal. The
Proposer should also highlight the relevant provision which highlights the objects
relating to Power/ Energy/ Renewable Energy/ Solar Power plant development,
xv. Certificate of Incorporation of Proposing Company / all Partner Companies of Joint

Venture.
xvi. A certificate of shareholding of the Proposing Company duly certified as on the

proposal submission date.
xvii. Documents containing information about the Promoters and their shareholding in the
Company indicating the controlling shareholding as on proposal submission stage.
xviii. Certified copies of annual audited accounts for the last financial year, i.e. FY 2016-17,
OR in case the Proposer, with a newly formed company, then the certificate issued by
a Chartered Accountant with certified copy of Balance sheet, Profit & Loss account,
Schedules and cash flow statement supported with bank statement for the period for
which the company has been in operation.
xix. Certified copies of the contracts/work orders in support of work experience claimed in
Clause 2.4 of Section 3 of the RfP.
NEA is authorized to seek other relevant project specific details for assessing Qualification
Declaration specified in the RfP or for any other reasons.
Proposal - Contents of Envelope II (Financial Proposal)

The Envelope II of the Proposal, must contain the following documents duly signed by the authorized
signatory:
• A Covering letter as per the format provided in Schedule IX-1;

• A Tariff Proposal as per the format provided in Schedule IX-2.
The Proposer shall consider the following while preparing and submitting the Financial Proposal.
i. The Proposer shall Quote Tariff at the Delivery Point, an all-inclusive Tariff, with no
exclusions allowed;
ii. The Proposer shall quote Single Tariff which shall be same for each year till 30th
June 2022 AD. From 1st July 2022 AD onwards, the Tariff for the remaining duration
of the PPA shall be NRs. 6.60/kWh.
While quoting the Tariff, the Proposer shall take into account all costs including capital and operating
costs of Plant and Transmission Lines, statutory taxes, levies duties. It shall also include any
applicable transmission costs and transmission losses (if any) from the Plant up to the Delivery Point.
Availability of the inputs necessary for supply of power shall be ensured by the Solar Developer
Company and all costs involved in procuring the inputs (including statutory taxes, duties, levies
thereof) at the plant location must be reflected in the Quoted Tariff.
The proposed Tariff in the Proposer’s proposal for KWh of energy shall be quoted in Nepali Rupees
(NRs.) up to two decimal places.
Additional back-up sheets and calculations should be submitted as necessary to explain the
Proposer’s Tariff Proposal.
SCHEDULE I: QUALIFICATION DECLARATION
SCHEDULE I-1 COVER LETTER

This declaration should be signed by the Proposer or, in the case of a Proposing Joint Venture by
each Partner of the Joint Venture and duly notarized.
Date:
ICB No.:
Invitation for Proposal No.:
To: The Project Manager,

Utility scale Solar PV Gridtied Project,
Project Management Directorate,
From: [INSERT NAME OF THE PROPOSER OR PROPOSING JOINT VENTURE & ADDRESS]
We, [INSERT NAME OF THE PROPOSER OR PROPOSING JOINT VENTURE], through this letter
would express our interest to participate in the qualification process for Utility scale Solar PV Gridtied
Project in Nepal.
We, the undersigned declare that:
(a) Submit the Proposal for …. MW located at [Insert the address] to be interconnected at [Name the
Substation of NEA]. The Project shall be commissioned within ………. months of the date of
signing of PPA.
(b) Authorize the Project to proceed with the due diligence necessary to verify the information
presented by the Proposing Company/Joint Venture in connection with the qualification process;
(c) Confirm the authenticity of the information presented by the Proposing Company/ Joint Venture
in this Qualification Declaration and otherwise in connection with the qualification process;
(d) Unconditionally and irrevocably agree and accept that the decision made by NEA in respect of
any matter regarding or arising out of the RfP shall be binding on the Proposing Company/Joint
Venture;
(e) Have studied the provisions of the relevant Nepalese laws and regulations as required to enable
submission of this response to RfP and execute the PPA, in the event of selection as Successful
Proposer;
(f) Submit herewith response to the RfP with formats duly signed and sealed as desired by you in
the RfP;
(g) Confirm that response to the RfP is consistent with all the requirements of submission as stated
in the RfP including Addenda issued in accordance with Instructions to Proposers (ITP) 7.
(h) Confirm that all the terms and conditions of our Technical Proposal and Financial Proposal are
valid up to a period of 180 (One hundred eighty) days from the last date of Proposal Submission
in accordance with the RfP Documents, and it shall remain binding upon us and may be
accepted at any time before the expiration of that period;
(i) Confirm that any Subcontractors or Manufacturers for any part of the Contract, have or will have
nationalities from eligible countries, in accordance with ITP 4.2;
(j) Confirm that any Subcontractors or Suppliers for any part of the Contract, do not have any
conflict of interest in accordance with ITP 4.3;
(k) Confirm that we are not participating in more than one proposal in this bidding process in
accordance with ITP 4.3(e);
(l) Confirm that our Company its affiliates or subsidiaries, including any Subcontractors or Suppliers
for any part of the contract, has not been declared ineligible by ADB, under laws of Nepal or
official regulations or by an act of compliance with a decision of the United Nations Security
Council;
(m) [Company is not a government-owned enterprise] / [Company is a government-owned enterprise

but meet the requirements of ITP 4.5].
(n) Confirm that our Company accepts the qualification criteria as stipulated in the Request for
Proposal (RfP) dated [INSERT DATE OF ISSUE OF Request for Proposal] in relation to the
implementation of the Project and waives any right to seek and obtain any court injunction or
restraining order against the Government of Nepal or Nepal Electricity Authority or any other
government authority involved in the implementation of the Project to prevent or restrain the
qualification process, the holding of a tender, the award of any related contract or any
proceedings related thereto.
Confirm that in the event of its Proposal is not selected in the selection process our Company’s
proposal may be kept in the waiting list as per clause 1.2.3 of Section 3 of the RfP Documents. It is to
confirm that in such an event, NEA is authorized to retain its Proposal Security till the financial closure
as per the timelines mentioned in the RfP documents. (Strike off- if the Proposer does not want to be
included in the waiting list)
Contact Person of the Proposer
Details of the contact person are furnished as under:

Name: ……………………………………………...
Designation: ………………….……………………
Company/Firm: ………………………………...….
Address: ……………………………………..…….
Phone Nos.: ………………………………………..
Fax Nos.: …………………………………………..
E-mail address: …………………………………….
Name ........................................................................................................................................................
In the capacity of ......................................................................................................................................
Signed ......................................................................................................................................................
..................................................................................................................................................................
Duly authorized to sign the Proposal for and on behalf of .......................................................................
SCHEDULE I-2: QUALIFICATION DECLARATION

(In case of Proposing Joint Venture all Partners have to fill this declaration separately)
Date of submission: ______________________
A: Details of the Proposing Company:
Name: ___________________________________________________________________________
Type of Organization: corporation/partnership/limited liability company/other: ___________________
Years of Operation of the Company: ___________________________________________________
Mailing Address : __________________________________________________________________
Telephone number: _______________________ Fax number: ______________________________
Website: _______________________ E-mail: ___________________________________________
Contact details of representative to whom correspondence should be addressed:
Name: __________________________________________________________________________
Mailing Address: __________________________________________________________________
Telephone number: _______________________ Fax number: ______________________________
E-mail: __________________________________________________________________________
Equity distribution:
Lead Partner: _______________________________________ Shareholding: ________%
Partner: ___________________________________ Shareholding: ________%
Other Partners: _______________________________________ Shareholding: ________%
____________________________________________________ Shareholding: ________%
____________________________________________________ Shareholding: ________%
B. Project Financing Plan:
The Proposer will be responsible for mobilization of the financing for the Project They must submit a
detailed financing plan with the proposal incorporating sources of funds. The financing should be of
sufficient amount to establish a Solar Developer Company in Nepal and should cover all estimated
Plant and Transmission line costs and reasonable contingencies there on.
Supporting Evidence:
To suffice the Project Financing Plan, the following documentation is to be provided:
Letters of commitment from the Chief Executive Officer or equivalent of the Proposer or each Partner
of the Joint Venture (if applicable) verifying that the company will provide the amount of equity
committed
a. If the Proposer is a Joint Venture:

The Lead Partner shall be required to hold at least 51% of the equity ownership in the Joint Venture
(that is, share capital of the Solar Developer Company).
b. Each Partner of the Joint Venture shall be required to maintain at least 10% or more ownership in
the Solar Developer Company until the COD.
c. If the Proposing Company has obtained an underwriting for all or part of the amount, a letter of
interest from the financing institution of such undertaking shall be provided.
C. Financial Criteria:
(1) Does the Proposer have the positive Net Worth?
___Yes
___ No
(2) Does the Proposer have the Annual Turnover equal to NRs 60 Million for each MW of the
proposed capacity?
___Yes
___ No
Note: Proposer responding affirmatively to Questions 1 & 2 should provide their audited balance
sheets) for the most recent financial year as Annex C to this Qualification Declaration.
(3) Does the Proposer have the Resources to NRs 20 Million for each MW of the proposed
capacity?
___Yes
___ No
Note: Documentary evidences to be provided in support of the claim
D. Technical Criteria:
i. Commitment to show the technical ability of the Proposing Company/Joint Venture to ensure
and meet the schedule for project completion and commencement of the power supply.
ii. Commitment to use equipment of applicable latest IEC standards and compliant with
applicable standards as specified by Nepal Electricity Authority (NEA) for grid interconnection.
iii. Commitment to use all equipment and auxiliaries suitable for operation in the frequency range
of 47.5 to 51.5Hz (-5% to +2% of rated frequency of 50.0 Hz).
iv. Commitment that project fits within the site boundaries.
v. Commitment for the provision of islanding mode.
All the above commitments should be signed by the authorized signatory of a proposing Joint Venture
and in case of a proposing Joint Venture by authorized signatory of all the Partners.
E. Attestations:
We hereby certify and confirm that, as of the date of this Qualification Declaration, all of the
information provided herein (including all information provided hereof with respect to material disputes
and all supporting documentation annexed hereto) is true, correct and complete.
Name ........................................................................................................................................................
In the capacity of ......................................................................................................................................
Signed ......................................................................................................................................................
..................................................................................................................................................................
Duly authorized to sign the Proposal for and on behalf of .......................................................................
SCHEDULE I-3: SIGNING AUTHORIZATION

Utility Scale Solar PV Gridtied Project, Project Management Directorate,
[INSERT DATE]
From: [INSERT NAME & ADDRESS OF THE PROPOSING COMPANY/ EACH PARTNER OF THE
PROPOSING JOINT VENTURE]
Dear Sir,
We refer to our Qualification Declaration in respect of the Request for Proposal (RfP) issued by your
Project for Utility scale Solar PV Gridtied Plant in Nepal.
We hereby confirm that the following person/s is/are authorized to execute the Qualification
Declaration, together with any other documents delivered to you in connection therewith, on our
behalf.
Name:
Designation:
Passport Number:
Specimen signature:
We confirm that we will be responsible for any representations and/or declarations made in any
documents delivered to you in connection with the qualification process which are executed by the
above persons.
Yours sincerely,
[Name & Signature of the Authorized Signatory of the Proposing Company/ Joint Venture]
ANNEX TO QUALIFICATION DECLARATION
SUPPORTING DOCUMENTATION TO BE FURNISHED BY THE PROPOSER
We hereby submit for your examination and consideration each of the following documents:
a. A Qualification Cover Letter, which should be signed by an authorized signatory of

Proposing Company or, Joint Venture Company.
b. A Qualification Declaration, which should be signed by an authorized signatory of

Proposing Company or Joint Venture Company.
c. A Signing Authorization Form, which should be signed by each Company (or, in the case of
a Joint Venture Company, each Partner of the Joint Venture).
d. Each of the following annexes:
Annex I-A Certified true copies of the constitutional documents of the Company (or, in
the case of a Joint Venture Company, constitutional documents of each
Partner of the Joint Venture), together with certified English language
translations of such documents where the originals of such documents are
not in the English language. The company must attach VAT/Business
License/Income Tax Certificate.
Annex I-B Certified true copies of the Company’s audited balance sheets (or, in the
case of a Joint Venture Company, the audited balance sheets of each of the
Joint Venture Partner) for the past three fiscal years, which should be
prepared in accordance with International Accounting Standards (IAS)/ Nepal
Accounting Standards (NAS) and demonstrate the following:
▪ Profitability;
▪ Net Worth;
▪ Equity & Debt Financing;
▪ Annual turnover;
▪ Amount of Liquid Assets;
▪ Working Capital;
▪ Company Resources.
SCHEDULE II: JOINT VENTURE AGREEMENT
(This is the model format to be used by Proposing Companies Registered in Nepal but Foreign
Entities can use this or may use the format prevalent in the Country of their registration)
JOINT VENTURE AGREEMENT BETWEEN

M/s........................................,
M/s.........................................,
M/s..................................... AND
M/s................................... FOR
(……………………………)
THIS Joint Venture Agreement (hereinafter referred to as “Agreement”) executed on

this.......................day of..................Two Thousand.................. between
M/s......................................................................... a company incorporated under the laws
of...................................... and having its Registered Office at ................................ (Hereinafter
called the "Party 1”, which expression shall include its successors, executors and permitted
assigns), M/s ...................................................... a company incorporated under the laws of
......................................and having its Registered Office at................................ (Hereinafter called
the "Party 2”, which expression shall include its successors, executors and permitted assigns)
and M/s....................................................... a Company incorporated under the laws of
.........................................................and having its Registered Office
at............................................................ (hereinafter called the "Party 3", which expression
shall include its successors, executors and permitted assigns) (The Proposing Joint Venture
should list the name, address of its registered office and other details of all the Joint Venture
Partners) for the purpose of submitting the Proposal in response to the RfP and in the event
of selection as Successful Proposer/s to comply with the requirements as specified in the RfP
and ensure execution of the RfP Documents and establish a Solar Developer Company in Nepal as
may be required to sign PPA with NEA.
Party 1, Party 2 and Party 3 are hereinafter collectively referred to as the “Parties” and
individually as a “Party”.
WHEREAS NEA h a s desired to procure power from Grid Connect Solar PV Plants through
tariff based competitive bidding process.
WHEREAS, NEA had invited Proposals, vide RfP dated (Date of issue of Proposal)
AND WHEREAS RfP stipulates that the Proposer qualifying on the strength of a Proposing Joint
Venture shall submit a legally enforceable Joint Venture Agreement in a format specified in the
RfP, whereby the Joint Venture Partners undertake to be liable for their respective equity
investment commitment for the formation of a Solar Developer Company and undertake to submit the
Contract Performance Guarantee as required as per the provisions of the RfP, as specified herein.
NOW THEREFORE, THIS ARRANGEMENT WITNESSTH AS UNDER:
In consideration of the above premises and agreement all the parties in this Joint Venture do hereby
mutually agree as follows:
1. In consideration of the selection of the Joint Venture as the Successful Proposer/s by

NEA, we the Partners of the Joint Venture and Parties to the Joint Venture Agreement do
hereby unequivocally agree that M/s........................................................... (Insert name of the
Lead Partner), shall act as the Lead Partner as defined in the RfP for self and agent for and on
behalf of ………. (The names of all the other Partners of the Joint Venture are to be filled in
here).
2. The Lead Partner is hereby authorized by the Partners of Joint Venture and Parties to the
Joint Venture Agreement to bind the Joint Venture and receive instructions for and on
behalf of all Partners.
3. The Lead Partner shall be liable and responsible for ensuring the individual and collective
commitment of each of the Partners of the Joint Venture in discharging all their respective
equity obligations. Each Joint Venture Partner further undertakes to be individually liable for
the performance of its part of the obligations without in any way limiting the scope of
collective liability envisaged in this Agreement.
4. (Insert as applicable) The Joint Venture shall be responsible to establish a Solar Developer
Company in Nepal as a legal entity as per the provisions of the RfP, within 21 days from
Notification of the Award to the Proposer provided such a Solar Developer Company has
not been incorporated by the Proposer prior to the submission of the Proposal.
OR
The Joint Venture has incorporated a Solar Developer Company in Nepal by the name
……….. (Insert name of the Solar Developer Company) to undertake the responsibilities
and obligations for supply of power as per the provisions of the RfP.
The percentage of equity holding of each Partner of the Joint Venture in Solar Developer
Company shall be/is as follows:
Name Percentage of equity holding in

Solar Developer Company
Party 1
Party 2
Party 3
Total 100%
(Note: The percentage equity holding for any Joint Venture Partner in the Project cannot be
less than 10 % in the above table.)
5. In case of any breach of any of the equity investment commitment as specified under
clause 4 above by any of the Joint Venture Partners for the formation of the Solar
Developer Company, the Lead Partner shall be liable to meet the equity obligation.
6. Except as specified in the Agreement, it is agreed that sharing of responsibilities as

aforesaid and equity investment obligations thereto shall not in any way be a limitation of
responsibility of the Lead Partner under these presents.
7. It is further specifically agreed that the financial liability for equity contribution of Lead
Partner shall, not be limited in any way so as to restrict or limit its liabilities. The Lead
Partner shall be liable irrespective of their scope of work or financial commitments.
8. This Joint Venture Agreement shall be construed and interpreted in accordance with the
Laws of Nepal and courts at Kathmandu alone shall have the exclusive jurisdiction in all
matters relating thereto and arising there under.
9. It is hereby agreed that the Lead Partner shall furnish the Proposal Security as stipulated in
the RfP, on behalf of the Joint Venture.
10. It is hereby agreed that in case of selection of Proposing Joint Venture as the Successful
Proposer, the Parties to this Joint Venture Agreement do hereby agree that they shall
furnish the Performance Security on behalf of the Proposing Joint Venture in favour of
NEA, as stipulated in the RfP and PPA. The Lead Partner shall be responsible for ensuring
the submission of the Performance Security on behalf of all the Joint Venture Partners.
11. It is further expressly agreed that the Joint Venture Agreement shall be irrevocable and, for
the Successful Proposer, shall remain valid over the duration of the PPA, unless expressly
agreed to the contrary by NEA.
12. The Lead Partner is authorized and shall be fully responsible for the accuracy and
authenticity of the representations and information submitted by the Joint Venture Partners
respectively from time to time in response to the RfP for the purpose of the Proposal.
13. It is expressly understood and agreed between the Partners that the responsibilities and
obligations of each of the Partners shall be as delineated as annexed hereto as Annexure-I
forming integral part of this Agreement. It is further agreed by the Partners that the above
sharing of responsibilities and obligations shall not in any way be a limitation of joint and
several responsibilities and liabilities of the Partners, with regards to all matters relating to
the supply of power envisaged in the RfP Documents.
14. It is clearly agreed that the Lead Partner shall ensure performance under the agreements
and if one or more Joint Venture Partners fail to perform its /their respective obligations
under the agreement/s, the same shall be deemed to be a default by all the Joint Venture
Partners.
15. It is hereby expressly agreed between the Parties to this Joint Venture Agreement that
neither Party shall assign or delegate its rights, duties or obligations under this Agreement
except with prior written consent of NEA.
This Joint Venture Agreement

(a) has been duly executed and delivered on behalf of each Party hereto and
constitutes the legal, valid, binding and enforceable obligation of each such Party,
(b) sets forth the entire understanding of the Parties hereto with respect to the subject
matter hereof;
(c) may not be amended or modified except in writing signed by each of the Parties and
with prior written consent of NEA:
IN WITNESS WHEREOF, the Parties to the Joint Venture Agreement have, through
their authorized representative, executed these presents and affixed common seals
of their respective companies on the Day, Month and Year first mentioned above.
Common Seal of ................ has been affixed in my/our presence pursuant to the Board of Director’s
resolution dated......................
……………………………….. (Signature)
Name: ………………….
Designation: …………………..
For and on behalf of Joint Venture Partner (party 1) M/s………………………….

……………………………………… (Signature of authorized representatives)

Name: ………………………..
Designation: ……………………..
Place: …………………….
Date: …………………………
Witness (Separate for each Joint Venture):

1. ……………………………………. (Signature)
Name ……………………………….
Designation...........…………………..
2.……………………………………. (Signature)
Name ……………………………….
Designation...........…………………..
Common Seal of ................ has been affixed in my/our presence pursuant to the Board of Director’s
resolution dated......................
……………………………….. (Signature)
Name: …………………. Designation: …………………..
Attested: ……………………………. (Signature)

(Notary Public)
For and on behalf of Joint Venture Partner (Party n) M/s………………………….
……………………………………… (Signature of authorized representatives)
Name: ………………………..
Designation: …………………….. Place: …………………….
Date: ………………………… Witness:
1. ……………………………………. (Signature)
Name ………………………………. Designation...........…………………..
2. ……………………………………. (Signature)
Name ……………………………….
Designation...........………………
SCHEDULE III: POWER OF ATTORNEY
(This is the model format to be used by Proposing Companies Registered in Nepal but Foreign
Entities can instead use Board Resolution)
Format for Power of Attorney to be provided by each of the other Partners of

the Joint Venture in favor of the Lead Partner
KNOW ALL MEN BY THESE PRESENTS THAT M/s…………….…………….having its

registered office at …………………………..…….., …..,..…and M/s …………………….…. having its
registered office at ………………………………….. , (Insert names and registered offices of all
Partners of the Joint Venture) the Partners of Joint Venture have formed a Proposing Joint Venture
named …………. (insert name of the Joint Venture) (hereinafter called the ‘Joint Venture’) vide
Joint Venture Agreement dated………..……………….. and having agreed to
appoint M/s……………………………..…as the Lead Partner of the said Joint Venture
do hereby constitute, nominate and appoint M/s…………….…………..a company incorporated
under the laws of ……….………and having its Registered/Head Office at
……………………..……….as our duly constituted lawful Attorney (hereinafter called as Lead
Partner) to exercise all or any of the powers for and on behalf of the Joint Venture in regard to
submission of the Proposal and if required, submission of Proposal against RfP (in the event
selected as the successful Proposer/s). We also authorize the said Lead Partner to undertake the
following acts
i) To submit Proposal on behalf of Joint Venture Partners.
ii) To do any other act or submit any information and document related to the above Proposal.
iii) To establish a Solar Developer Company in Nepal with the ownership and equity ratio defined
in the Joint Venture Agreement.
It is expressly understood that in the event of the Joint Venture being selected as Successful
Proposer/s, this Power of Attorney shall remain valid, binding and irrevocable until the Proposing
Joint Venture achieves execution of PPA.
We as the Partner of the Joint Venture agree and undertake to ratify and confirm all whatsoever the
said Attorney/Lead Partner has done on behalf of the Joint Venture Partners pursuant to this
Power of Attorney and the same shall bind us and deemed to have been done by us.
IN WITNESS WHEREOF M/s …………………………………………..……., as the Partner of the Joint

Venture have executed these presents on this……….. day of ........under the Common Seal of our
company.
For and on behalf of Joint Venture Partner M/s………………………….

[Signature, Name and Designation Person Authorized by the board]
Accepted
---------------------------------
(Signature, Name, Designation and Address of the person authorized by the board of the Lead
Partner)
Attested
---------------------
(Signature of the executant)
------------------------------
(Signature & stamp of Notary of the place of execution)
Place: ----------------
Date: ------------------.
SCHEDULE IV: LAND LEASE INTENTION
TO WHOM IT MAY CONCERN

Dear Sir/Madam,
It is to certify that M/s ……………………………………………………………………… (Name of

the Proposer) has contacted us for setting up of Solar Power plant on our/my Land. I do
hereby provide my consent that in case the firm is allotted solar power plant, may provide
our/my land for setting up the solar power plant for next Twenty Seven (27 years subjected
to the condition that the rates/other conditions between us are mutually agreed upon. This
land has not been mortgaged.
Details of the proposed land

Sr. Particulars Details
No.
1 Area of the proposed land in
Bigha
2 Location of the proposed land: Ward No. …… of ………..Rural Municipality or Municipality
or Sub Metropolitan or Metropolitan City of ………District
3 Land has been mortgaged Yes/No
(Signature & Name of Land Owner) Date:

SCHEDULE V: BOARD RESOLUTION
The Board, after discussion, at the duly convened Meeting on ………… (Insert date), with the consent
of all the Directors present and in compliance of the provisions of the Company Act, 2006 AD, passed
the following Resolution:
1. RESOLVED THAT Mr/Ms………………., be and is hereby authorized to do on our behalf, all such
acts, deeds and things necessary in connection with or incidental to our Response to RfP for
“Procurement of power from Grid Connected Solar PV Projects through Tariff Based
Competitive Proposing Process by NEA” in the country of Nepal, including signing and submission
of all documents and providing information/Proposal to NEA, representing us in all matters before
UAGSP, and generally dealing with NEA in all matters in connection with our proposal for the said
Project. (To be provided by the Proposing Company or the Lead Partner of the Joint Venture)
2. FURTHER RESOLVED THAT pursuant to the provisions of the Company Act, 2006 AD and
compliance thereof and as permitted under the Memorandum and Articles of Association of the
company, approval of the Board be and is hereby accorded to invest total equity in the Project. (To be
provided by the Proposing Company)
[Note: In the event the Proposer is a Proposing Joint Venture, in place of the above resolution at Si.
No. 2, the following resolutions are to be provided]
FURTHER RESOLVED THAT pursuant to the provisions of the Company Act, 2006 AD and
compliance thereof and as permitted under the Memorandum and Articles of Association of the
company, approval of the Board be and is hereby accorded to invest (-----%) equity [Insert the %
equity commitment as specified in Joint Venture Agreement] in the Project. (To be provided by the
each Partner of the Proposing Joint Venture including Lead Partner such that total equity is 100%)
FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to participate in Joint
Venture with M/s ------------ [Insert the name of other Partners in the Joint Venture] and
Mr/Ms………………., be and is hereby authorized to execute the Joint Venture Agreement. Further,
the RfP Documents have been read, examined and understood and also the Proposal has been
reviewed and each element of the Proposal is agreed to. (To be provided by the each Partner of the
Proposing Joint Venture including Lead Partner)
FURTHER RESOLVED THAT Mr/Ms………………., be and is hereby authorized to execute the

Power of Attorney in favour of the Lead Partner. (To be provided by the each Partner of the Proposing
Joint Venture except the Lead Partner)
And
FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to contribute such
additional amount over and above the percentage limit (specified for the Lead Partner in the Joint
Venture Agreement) to the extent becoming necessary towards the total equity share in the Project,
obligatory on the part of the Joint Venture pursuant to the terms and conditions contained in the Joint
Venture Agreement dated …………… executed by the Joint Venture as per the provisions of the RfP.
(To be passed by the Lead Partner of the Proposing Joint Venture)
Certified true copy
----------------------------
(Signature, Name and stamp of Company Secretary/Director)
Notes:
1) This certified true copy should be submitted on the letterhead of the Company, signed
by the Company Secretary/Director.
2) The contents of the format may be suitably re-worded indicating the identity of the
entity passing the resolution.
3) This format may be modified only to the limited extent required to comply with the
local regulations and laws applicable to a foreign entity submitting this resolution.
SCHEDULE VI: PROPOSAL LETTER

Date:
To,
The Project Manager,
The undersigned,
Last Name : …………………………………………………………
First Name : …………………………………………………………
Title/ Position : …………………………………………………………
Acting:
As the representative of the Company1. ……………… / Lead Partner of the Joint Venture
composed of the following Partners:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
2. And on behalf of the said Joint Venture, in view of the Power of Attorney provided by
each of the Partners2 [include Powers of Attorney](the “Company”)
Located at the following address:

__________________________
__________________________
Telephone : ________________
Fax : ______________________
Website : ______________________
Hereby certify, represent, warrant and agree, on behalf of the Company that:
1. This Proposal Letter, along with all its attachments from Schedule VI-1 to Schedule VI-3,
hereto, forms our Proposal and is submitted Proposal dated [INSERT DATE] [INSERT
MONTH], [INSERT YEAR] for the implementation of [INSERT CAPACITY (MW)] Plant at
[……, Nepal]. All capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Proposal.
2. Having examined and following our own studies undertaken under our responsibility, the
nature and scope of the contractual obligations to be executed, the financing structure, the
Project Agreements and any other regulation associated to the Project or its execution, we
commit ourselves to design, finance, procure, build, operate, and maintain the whole of the
Project and sell the electricity generated exclusively to NEA for a Term of twenty five (25)
years, in conformity with the time schedule and conditions that will be stipulated in the PPA
and for Tariff Charge in Schedule VI-2 hereof.
3. We agree to abide by this Proposal and we accept to remain bound by this Proposal which
may be accepted by NEA at any time.
4. We certify that:
i. the information submitted as part of this Proposal is complete and accurate;
ii. the Proposal has been submitted in the legal name of the [INSERT COMPANY
NAME] who [Company Joint Venture whose Partners] will be bound to this
Proposal and to the development of the Project,
iii. all manufactures, suppliers of Plants and equipments, sub-contractors have the
nationality of an eligible country, in accordance with Section 5 (Eligible
Countries).
iv. we shall submit Performance Security once the Proposal is accepted.
v. we accept the documents and terms of the RfP.
5. We understand that NEA is not bound to accept any Proposal that it may receive.
In ______________ (location) _______, on this _________ (date) _______________ [The
Company][The Lead Partner], duly authorized to execute the Proposal for and on behalf of the
Company
______________________
Notarized signature and seal
Note:
1 = Include legal authorization
2 = Include power of attorney
Section 4 - Bidding Forms 4-23
SCHEDULE VI- 1: SUMMARY INFORMATION OF THE TECHNICAL PROPOSAL
A. Project Name: ____________________________

B. Project Location and Geo-coordinates (longitudinal & latitudinal):____________________________
C. Total Land Area (Bigha):____________________________
D. Type of Technology (Grid Tied):____________________________
E. Expected Completion Year:____________________________
F. Contracted Capacity Offered (MW) at delivery point:___________________________
(At 1000W/m2global solar irradiance at panel tilted angle)
G. Annual Guaranteed Energy (kWh) at delivery point: __________________________
H. Monthly Guaranteed Energy (kWh) at delivery point:
1) January:__________________________
2) February:_________________________
3) March:___________________________
4) April:____________________________
5) May:____________________________
6) June:____________________________
7) July:_____________________________
8) August:___________________________
9) September:________________________
10) October:__________________________
11) November:________________________
12) December:________________________
Total: __________________________
I. Estimated CUF (%) at delivery point: ___________________________
J. Evacuation Facility:
1) Nearest Substation Name:___________________________
2) Substation Capacity(…..kV/…..kV,…..MVA):___________________________
3) Evacuation Voltage (kV):___________________________
4) Substation Distance (km):___________________________
K. Plant Threshold Irradiance(W/m2):____________________________

(Minimum Level of irradiance (W/m 2) at which the plant is capable of operation; Not more than 80
W/m2)
L. Project Development Schedule:
Company’s Proposal
Sl. No. Item COD Requirement (From Project
Effective Date)
1 Commercial Operation Within 12 Months from
Date of the Project Signing of PPA
M. Number of PV Module Offered:____________________________

N. Capacity of each Module (Wp):____________________________
O. Number of GTI Offered:____________________________
P. Capacity of each GTI (kW):____________________________
Q. Number of Power Transformer Offered:____________________________
R. Capacity of each Transformer (kVA):____________________________
S. Switchgear Details:____________________________
T. Others (if any): ____________________________
SCHEDULE VI-2: TECHNICAL DATA AND SUBMITTALS

1. Basic Technical Information
1.1. Provide a short description of the Project, and supporting facilities and Site
infrastructure.
1.2. Source of major components.
2. Drawings
• Outline drawings
• Conceptual plant layout drawings

SCHEDULE VI-3: PROJECT SCHEDULE
Number of Calendar days

Description from issuance of Letter of
Intent
Start Complete
Issuance of Letter of Award
• Submission of final land ownership document/Land

Lease Agreement and Performance Security Deposit
• Power Purchase Agreement, VGF Securitization

Agreement and Connection Agreement Signed
• Testing for Initial Operation
• Testing for Commercial Operation
• Commercial Operation Date

SCHEDULE VII: Proposal Security

Bank Guarantee
............................................................. Bank’s name, and address of issuing branch or office1 .............................................................
Beneficiary: ...................................Name and address of NEA ..............................................

Date:................................................................................................................................................................................................................
Proposal Security No.: ......................................................................................................................................................................
We have been informed that . . . . . name of the proposer. . . . . (hereinafter called "the Proposer") has
submitted to you its proposal dated . . . . . . . . . (hereinafter called "the Proposal") for the execution of
. . . . . . . . name of contract . . . . . . . under Invitation for Proposals No. . . . . . . . . . (“the IFP”).
Furthermore, we understand that, according to your conditions, proposals must be supported by a
proposal guarantee.
At the request of the Proposer, we . . . . . name of Bank. . . . . hereby irrevocably undertake to pay you
any sum or sums not exceeding in total an amount of . . . . . . . . . . amount in words . . . . . . . . . (. . . . . .
.amount in figures . . . . . . . ) upon receipt by us of your first demand in writing accompanied by a written
statement stating that the Proposer is in breach of its obligation(s) under the proposal conditions,
because the Proposer:
(a) has withdrawn its Proposal during the period of proposal validity specified by the proposer in the
Letters of Technical and Financial Proposal; or
(b) does not accept the correction of errors in accordance with the Instructions to Proposers
(hereinafter “the ITP”); or
(c) having been notified of the acceptance of its Proposal by NEA, during the period of proposal
validity, (i) fails or refuses to execute the Contract Agreement, or (ii) fails or refuses to furnish the
Performance Security, in accordance with the ITP.
This guarantee will expire (a) if the Proposer is the successful Proposer, upon our receipt of copies of
the Contract Agreement signed by the Proposer and the Performance Security issued to you upon
the instruction of the Proposer; or (b) if the Proposer is not the successful Proposer, upon the earlier
of (i) our receipt of a copy of your notification to the Proposer of the name of the successful Proposer,
or (ii) 28 days after the expiration of the Proposer’s proposal.
Consequently, any demand for payment under this guarantee must be received by us at the office on
or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458.2
. . . . . . . . . . . Authorized signature(s) and bank’s seal (where appropriate) . . . . . . . . . .
-- Note –
In case of a joint venture, the proposal security must be in the name of all partners to the joint venture that submits
the proposal.
1
All italicized text is for use in preparing this form and shall be deleted from the final document.
2
Or 758 as applicable.
SCHEDULE VIII: DECLARATION ON THE TECHNICAL ASPECTS OF THE PROJECT
We hereby declare the following as our commitment that we will abide by with utmost
concern and due diligence,
i. High reliability of the Project is extremely important. To achieve these objectives the
key components of the Project will be of proven technology.
ii. The Company will be responsible for making the connections required at all terminal
(interface) points as specified here.
iii. The Solar Developer Company shall design, construct, install and maintain the
interconnection facility (U/G or O/H lines) including circuit breaker, CT, PT, LA,
metering and all other necessary equipment/accessories/protection equipment and
required modification according to NEA standard. The Delivery Point is the […..kV] bus
of the nearest […../.…kV, .…. MVA] substation of NEA. The [COMPANY] will construct
the [….kV] power evacuation line from the project site up to the Delivery Point which is
almost [….km] away from the project site. Switching and design standards should be as
per the NEA standards.
iv. The Solar Developer Company shall construct and maintain its own
substation/switchyard in its premises and all circuit breakers and disconnect switches
must be capable of being electrically controlled from the control positions adjacent to
switching devices, to facilitate maintenance, inspection, and emergency operation.
v. The Solar Developer Company shall provide, install and commission within the latest
communication system presently being used by NEA.
vi. In the event NEA installs a SCADA System, the Solar Developer Company shall
provide Remote Terminal Unit (s) (RTU) within the facility. The Solar Developer
Company shall provide within the Facility interface terminals on the Metering System or
such other Facility equipment as needed for the Facility to interface with NEA's SCADA
System.
vii. The Project will be of proven design, built to appropriate internationally recognized
standards, and complying with all the applicable codes and regulations. Project
reliability, availability, and maintainability consistent with high efficiency, will be given as
of paramount importance. The Project will be designed in such a way to achieve the
levels of availability and reliability expected for similar modern facilities.
viii. The Project will be designed for a life of at least 25 years, and we are responsible for
owning, operating and maintaining the Project for the PPA term after the Commercial
Operation Date.
ix. The Project will be designed to withstand extreme ambient conditions to which it may
be exposed and to continue to function normally, within appropriate range of de-rating
factors to account for such ambient conditions.
x. All Project components, systems, and equipment will be designed, manufactured,

assembled and tested at manufacturers works, installed and, after installation at the
site, shall be tested and commissioned, in accordance with applicable internationally
recognized standards, and statutory regulations.
xi. Digital solar irradiation measurement device (Pyranometer and Data Logger based)
shall be provided to measure and display each day solar irradiation (kWh/m2) and
instantaneous solar irradiance (W/m2) and store the data against specific date and
time.
xii. The design of all facilities will be to an internationally approved /recognized set of standards
and codes. The designs will be to an acceptable standard of professional competence and
will represent a safe, efficient use of materials to produce the required facilities.
xiii. All workmanship will be in accordance with internationally accepted practice to ensure work is
fit for the purpose and shall be serviceable for the design life of the Project.
xiv. We will ensure that all work undertaken throughout the design, procurement, construction and
commissioning will comply with the terms of a Quality Assurance Standard equal to ISO
9001, and we shall provide evidence of meeting this requirement.
xv. The whole of the works will be tested in accordance with the standards adopted for the
construction and the Company’s quality plans and testing procedures.
xvi. On completion of construction, the Company will undertake a series of tests to demonstrate
that the Project operational capability, performance and reliability are within the limits (to be)
agreed in the Power Purchase Agreement (PPA).
xvii. The Project will be constructed at […………………., Nepal] on a Site [leased/intended to
lease or owned]by the company. The geo-coordinates of the project site are [……...' N] and
[………' E].
xviii. The approximate area of the site is [INSERT LAND AREA] in Bigha. Within the given time,
the Company will carry out, at its own cost and expense, all work required to develop the Site
for the Project. Any and all required leveling, filling to the final elevation, soil compaction, and
river bank protection (if applicable) will be performed by the Solar Developer Company on its
own cost. Necessary information regarding the maximum flood level at that area need to be
collected by the Company itself from the local concerned offices.
The Solar Developer Company will shall sign the PPA with NEA after being awarded the contract
…………………………………………………….
Signature of the Authorized Representative
SCHEDULE IX-1: FINANCIAL PROPOSAL
SCHEDULE IX-1 COVER LETTER
This declaration should be signed by the Proposer or, in the case of a Proposing Joint Venture by each
Partner of the Joint Venture and notarized by notary public.
Date:
ICB No.:
Invitation for Proposal No.:
From: [INSERT NAME OF THE PROPOSER OR PROPOSING Joint Venture & ADDRESS]
We, [INSERT NAME OF THE PROPOSER OR PROPOSING Joint Venture], through this letter would
express our interest to participate in the qualification process for Utility scale Solar PV Gridtied Project- in
Nepal.
We, hereby declare to:
(a) Have examined and have no reservations to the RfP Document, including Addenda issued in
accordance with Instructions to Proposers (ITP) 8.
(b) Offer to design, finance, manufacture, test, deliver, install, pre-commission, commission,
operate and maintain the Project for a period of 25 years in conformity with the RfP Document.
(c) Quoted Tariff is NRs…../kWh at the Delivery point and is inclusive of all charges, taxes and
duties.
(d) Our Proposal shall be valid for a period of ............. days from the date fixed for the submission
deadline in accordance with the RfP Documents, and it shall remain binding upon us and may
be accepted at any time before the expiration of that period.
(e) If our Proposal is accepted, we commit to obtain a Performance Security in accordance with the
RfP Document.
(f) We have paid, or will pay the following commissions, gratuities, or fees with respect to the bidding
process or execution of the Contract: 1
Name of Recipient Address Reason Amount

......................................... ........................................ ............................... ......................
......................................... ........................................ ............................... ..................... .
(g) We understand that this proposal, together with your written acceptance thereof included in your
notification of award of Contract, shall constitute a binding contract between us, until a formal contract
is prepared and executed.
(h) We understand that you are not bound to accept the lowest evaluated proposal or any other proposal
that you may receive.
(i) We agree to permit ADB or its representative to inspect our accounts and records and other
documents relating to the proposal submission and to have them Audited by Auditors appointed by
ADB.
Name .................................................................................................................................................
In the capacity of ...............................................................................................................................
Signed ...............................................................................................................................................
Duly authorized to sign the Bid for and on behalf of .........................................................................
Date ...................................................................................................................................................
1
If none has been paid or is to be paid, indicate “None.”
SCHEDULE IX-2: THE TARIFF QUOTE
The Tariff is to be presented below based on the Commercial Operations Date (COD) and Contracted
Project Capacity, in accordance with the Proposal.
i. We understand that we have to propose a Tariff of NRs 6.60/kWh for every unit of electricity that we
sell to NEA under the PPA from 1st July 2022 AD for the remaining term of the PPA.
ii. The Levelized Cost of Energy (LCOE) at a discount rate of 10% is [………NRs/kWh]
iii. Capacity Proposed (MW)=
iv. Capacity Utilization Factor (CUF) =…..% at the delivery point.
v. Name of the Substation to which the plant will be connected:
vi. Additional details on Tariff and LCOE calculations with explanation should be submitted to explain
the Proposer’s Tariff Proposal.
Name of Substation
Capacity Proposed at
delivery point MW
CUF at delivery point 18 %
2022 (30th 1st July 2023 –

Particular Unit 2020 2021 June) 2044
Generation MU per Annum
Tariff NRs /kWh 6.60
Discount Factor @ 10% 1.00 0.91 0.83
Levelized Cost of Energy NRs /kWh
Instructions:
a. Proposer while computing the Quoted Tariff shall have taken into consideration all
expected charges, taxes/duties and all escalations. No separate escalation shall be
provided for in the quoted Tariff. All the risk factors as well as escalation factors should be
taken into consideration before quoting the Tariff.
b. The Quoted Tariff in NRs /kWh shall be provided up to two (2) decimal places.
c. Same Tariff shall be quoted for each year i.e. for 2020, 2021 and 2022 AD.
d. The Quoted Tariff shall be justified by providing calculations in the accompanying Excel sheet.
e. The contents of this format shall be clearly typed.
f. If the Proposer proposes Tariff above NRs 6.60/ kWh for period after 30th June 2022 AD then
the proposal shall be considered Non Responsive.
f) This schedule has to be ratified by the Board of the Proposing Company or the Joint Venture and the
notarized copy of the ratification has to be submitted along with the RfP Documents.
…………………………………………………….
Signature of the Authorized Representative
Proposer’s Qualification
To establish its qualifications to perform the contract in accordance with Section 3 (Evaluation and
Qualification Criteria) the Proposer shall provide the information requested in the corresponding
Information Sheets included hereunder.
Form ELI - 1: Proposer’s Information Sheet
Proposer’s Information
Proposer’s legal name
In case of a Joint Venture,

legal name of each partner
Proposer’s country of
constitution
Proposer’s year of
constitution
Proposer’s legal address in

country of constitution
Proposer’s authorized
representative
(name, address, telephone
number(s), fax number(s), e-
mail address)
Attached are copies of the following documents:.
❑ 1. In case of a single entity, articles of incorporation or constitution of the legal entity named above, in accordance with ITP
4.1 and ITP 4.2
❑ 2. Authorization to represent the firm or Joint Venture named above, in accordance with ITP 19.2
❑ 3. In case of a Joint Venture, a Joint Venture agreement, in accordance with ITP 4.1
❑ 4. In case of a government-owned enterprise, any additional documents not covered under 1 above required to comply with
ITP 4.5
Form ELI - 2: Joint Venture Information Sheet
Each Partner of the Joint Venture must fill out this form separately.
Joint Venture
Proposer’s legal name
Joint Venture Partner’s

legal name

country of constitution

year of constitution

legal address in country of
constitution

authorized representative
information
(name, address, telephone
number(s), fax number(s), e-
mail address)
Attached are copies of the following documents:

❑ 1. Articles of incorporation or constitution of the legal entity named above, in accordance with ITP 4.1 and ITP 4.2
❑ 2. Authorization to represent the firm named above, in accordance with ITP 19.2
❑ 3. In the case of a government-owned enterprise, documents establishing legal and financial autonomy and compliance with
commercial law, in accordance with ITP 4.5
Form LIT – 1: Pending Litigation and Arbitration
Each Proposer must fill out this form if so required under Criterion 2.2 of Section 3 (Evaluation and
Qualification Criteria) to describe any pending litigation or arbitration formally commenced against it.
In case of a Joint Venture, each Joint Venture Partner must fill out this form separately and provide the
Joint Venture Partner’s name below:
Joint Venture Partner: ___________________
Pending Litigation and Arbitration
Choose one of the following:
❑ No pending litigation and arbitration.
❑ Below is a description of all pending litigation and arbitration against the Proposer (or each Joint Venture Partner if
Proposer is a Joint Venture).
Value of
Value of Pending
Year Matter in Dispute Pending Claim as a
Claim in NRs Percentage of
Net Worth
Form FIN - 1: Net worth
Each Proposer must fill out this form.
Financial Data for Previous . . . . . Years [NRs]
Year 1: Year 2: Year 3:
Information from Balance Sheet
Total Assets (TA)
Total Liabilities (TL)
Net Worth = TA-TL
Current Assets (CA)
Current Liabilities (CL)
Working Capital = CA -
CL
To be obtained for most recent year and carried forward to FIN -

Most Recent
3 Line 1; in case of Joint Ventures, to the corresponding Joint
Working Capital Venture Partner’s FIN – 3.
Information from Income Statement
Total Revenues
Profits Before Taxes
Profits After Taxes
❑ Attached are copies of financial statements (balance sheets including all related notes, and income statements) for the last
_____ years, as indicated above, complying with the following conditions.
• Unless otherwise required by Section 3 of the RfP, all such documents reflect the financial situation of the legal entity or
entities comprising the Proposer and not the Proposer’s parent companies, subsidiaries or affiliates.
• Historical financial statements must be audited by a certified accountant.
• Historical financial statements must be complete, including all notes to the financial statements.
• Historical financial statements must correspond to accounting periods already completed and audited (no statements for
partial periods shall be requested or accepted).
Form FIN - 2: Average Annual Turnover
Each Proposer must fill out this form.
The information supplied should be the Annual Turnover of the Proposer or each Partner of a Joint
Venture in terms of the amounts billed to clients for each year for work in progress or completed, converted
to NRs at the rate of exchange at the end of the period reported.
Annual Turnover Data for the Last . . . . Years

Amount Exchange NRs
Year
Currency Rate
Average Annual Turnover

Form FIN – 3: Availability of Financial Resources
Proposers must demonstrate sufficient financial resources, usually comprising of Working Capital
supplemented by credit line statements or overdraft facilities and others to meet the Proposer’s financial
requirements for
(a) its current contract commitments, and

(b) the subject contract.
In case of a Joint Venture, each Joint Venture Partner must fill out this form separately and provide the Joint
Venture Partner’s name below:
Financial Resources
No. Source of financing Amount (NRs)
1 Working Capital (to be taken from FIN - 1)
2 Credit Linea
3 Other Financial Resources
Total Available Financial Resources
a
To be substantiated by a letter from the bank issuing the line of credit.
Form FIN- 4: Financial Requirements for Current Contract Commitments
Proposers (or each Joint Venture Partner) should provide information on their current commitments on all
contracts that have been awarded, or for which a letter of intent or acceptance has been received, or for
contracts approaching completion, but for which an unqualified, full completion certificate has yet to be
issued.
In case of a Joint Venture, each Joint Venture Partner must fill out this form separately and provide the Joint
Venture Partner’s name below:
Current Contract Commitments

Employer’s Outstanding Remaining
Contract Contract Contract Monthly Financial Resources
Name of Contact
No. Completion Value Period in Requirement
Contract (Address, Tel,
Date (X / Y)
Fax) (X) a months (Y) b
Total Monthly Financial Requirement for Current Contract Commitments NRs. . . . . . . . . . . . . . . . .
a
Remaining outstanding contract values to be calculated from 28 days prior to the proposal submission deadline ($
equivalent based on the foreign exchange rate as of the same date).
b
Remaining contract period to be calculated from 28 days prior to proposal submission deadline.
Form FIN - 5: Self-Assessment Tool for Proposer’s Compliance to Financial

Resources (Criterion 2.3.3 of Section 3)
This form requires the same information submitted in Forms FIN - 3 and FIN - 4. All conditions of
“Available Financial Resources Net of CCC ≥ Requirement for the Subject Contract” must be
satisfied to qualify.
Form FIN - 5A: For Single Entities

Results:
Total Available Total Monthly Financial Yes or No
Financial Requirement for Current Available Financial Requirement [D must be
For Single Resources from Contract Commitments Resources Net for the Subject greater than or
Entities: FIN – 3 (CCC) from FIN – 4 of CCC Contract equal to E]
(A) (B) (C) D = (B - C) (E) (F)
_________ ...........
(Name of
Proposer)
Form FIN - 5B: For Joint Ventures

Total Available Total Monthly Financial Available Results:
Financial Requirement for Current Financial Requirement Yes or No
For Joint Resources Contract Commitments Resources Net for the Subject [D must be greater
Ventures: from FIN – 3 (CCC) from FIN – 4 of CCC Contract than or equal to E]
(A) (B) (C) D = (B - C) (E) (F)
One Partner:
____________ ...........
(Name of Partner)
Each Partner:
_____________ ...........
(Name of Partner 1)
_____________ ...........
(Name of Partner 2)
_____________ ...........
(Name of Partner 3)
All partners ∑ D = Sum of available financial resources net of ∑ D = _______ ...........

combined current contract commitments for all partners
- Note -
Form FIN – 5 is made available for use by the proposer as a self-assessment tool, and by NEA as an evaluation work sheet, to
determine compliance with the financial resources requirement as stated in 2.3.3. Failure to submit Form FIN - 5 by the Proposer
shall not lead to Proposal rejection.
Form EXP – 1: Details of Contracts
Fill out one (1) form per contract.
Infrastructure Contracts
Contract No . . . . . . of . . . . . Contract Identification
Award Date Completion Date
Role in Contract ❑ Contractor

❑ Any other registered
❑ Project Developer
agencies
Total Contract Amount $
If partner in a Joint Venture

or subcontractor, specify
Percent of Total Amount
participation of total
contract amount
Employer’s name
Address
Telephone number
Fax number
E-mail
Section 5 - Eligible Countries 5-1
Section 5 - Eligible Countries
No nationality restrictions apply, other than any restrictions arising from ITP 4.7

Section 6 - NEA’s Requirements 6-1
Section 6 - NEA’s Requirements
Table of Contents
1. Definitions…………………………………………………………………………….… 2
2. Project Requirements ………………………………………………………………..… 4
3. Applicable Technical Standards…………………………………………………………5
4. Responsibilities of the Successful Proposer………………………………………...…5
5. Land allotment for plant………………………………………………………………….7
6. Signing of Power Purchase Agreement, VGF Securitization Agreement and Connection
Agreement………………………………………………………………….. 8
7. Financial Closure or Project Financing arrangements………………………………...8
8. Minimum Equity to be held by the Promoter…………………………………………...8
9. Clearances and approvals required from the Government and other local bodies…9
10. Commissioning…………………………………………………………………………...9
11. Power Generation by Solar Developer Company……………………………………..9
12. VGF Securitization and Insurance Cover for the Plant……………………………….10
13. Environmental and Social Safeguard Requirements …………………………………11
SCHEDULE I: Substation wise maximum capacity allocated for bidding purpose………….12
SCHEDULE II: Performance Security………………………………………………………….13
SCHEDULE III: Award of Contract……………………………………………………………..14

6-2 Section 6 - NEA’s Requirements
1. Definitions
Any capitalized term, used but not defined in this RfP Documents, shall have the meaning
ascribed to such term in the RfP Documents. In absence of availability of definitions in the
foregoing references, the capitalized terms shall be interpreted in accordance with the prevailing
laws and regulations of Nepal, as amended or re-enacted from time to time. For the purposes of
this RfP, the following capitalized terms shall have the following meanings:
“Consents, Clearances, Right of Way and Permits” shall mean all authorizations, licenses,
approvals, registrations, permits, waivers, privileges, acknowledgements, agreements, or
concessions required to be obtained from or provided by any concerned authority for the purpose
of setting up of the solar plants including dedicated transmission line and/or supply of power to
the substation;
“Control” shall mean holding not less than 51% of the paid up share capital;
“Contract Effective Date” – means the date on which the Contract Agreement is signed.
“Controlling Shareholding” shall mean not less than 51% of the voting rights and paid up
share capital in the Company/Joint Venture;
“Financial Closure” means arrangement of necessary funds by the Solar Power Developer
Company either by way of commitment of funds by the Company from its internal resources
and/or tie up of funds through a bank / financial institution by way of sanction of a loan;
“Grid Code” shall mean the Grid Code specified by NEA.
“Land Lease/Sell Intention (LLI)” – means the Letter of Intent given by the land owner for the
lease or sell of land of the Plant to the Proposing Company or Joint Venture for the entire term of
the PPA.
“Land Lease Agreement (LLA)” – means the agreement between land owner and the
Proposing Company or Joint Venture or the Solar Developer for the lease of land of the Plant for
the entire term of the PPA.
“Law” shall mean the prevailing laws of Nepal;
“Lead Partner of the Proposing Joint Venture” or “Lead Partner” shall mean the Partner
which commits at least 51% equity stake in the Proposing Joint Venture Company and so
designated by other Partner/s of the Proposing Joint Venture in accordance with the Joint
Venture Agreement specified in Schedule II of Section IV this RfP;
“Letter of Intent” or “LOI” shall mean the letter to be issued by NEA to the Successful Proposer;
“Partner of a Proposing Joint Venture” or “Joint Venture Partner” shall mean each
company in the Proposing Joint Venture which has executed the Joint Venture Agreement as
provided in Schedule II of Section 4 this RfP;
“MW” means megawatt.
“NEA” shall mean Nepal Electricity Authority established under the Nepal Electricity Authority
Act 1985 AD.
“NRs” – means the Nepali Rupees- the currency of Nepal
Single-Stage: Two-Envelope RfP for Procurement of Solar Power

“Performance Security (PS)” means the unconditional and irrevocable bank guarantee of NRs
10 Million per MW issued by a commercial bank in Nepal and shall by its terms en-cashable at a
bank in Kathmandu, Nepal, provided by the Solar Developer Company as security for the
Company’s obligations to sign PPA. The PS shall be valid from the day of contract award to the
day PPA is signed. It must be submitted before the Contract Award. This guarantee shall be of 14
months from the date of Contract Award. Once, the PPA is signed this Security shall be released.
If the PS is from bank other than that of Nepal, they should be supplemented with a counter
guarantee from a commercial bank in Nepal.
“Plant” shall mean the Solar PV generating station where electrical power is to be generated and
interconnected to substation prescribed by NEA as per the provisions of this RfP
“Power Purchase Agreement (PPA)” shall mean the agreement to be signed between NEA and
the Solar Developer Company pursuant to which the Solar Developer Company shall supply power
to NEA as per the terms and conditions specified therein and a draft of which is attached hereto in
Section 6 of this RfP, including all its schedules and annexures.
“Project” shall mean the solar power generation facility having single of injection into the grid at
Delivery Point. This includes all units and auxiliaries such as water supply, treatment or storage
facilities, bay/s for transmission system in the switchyard, dedicated transmission line upto the
Delivery Point and all the other assets, buildings/structures, equipment, plant and machinery,
facilities and related assets required for the efficient and economic operation of the power
generation facility, whether completed or at any stage of development and construction or intended
to be developed and constructed for the purpose of supply of power to NEA;
“Project Agreements” – means the Power Purchase Agreement (PPA), Connection Agreement,
VGF Securitization Agreement with NEA and Land Lease Agreement with the land owner/s (in
case the proposer/s is/are not legally owner or lessee of the land where project is to be executed)
for the entire term of the PPA.
“Request for Proposal or RfP” means this document along with all formats and RfP Documents
attached hereto and shall include any modifications, amendments alterations or clarifications
thereto; which shall specify the technical, commercial, financial and tariff requirements for the
Project.
“RfP Documents” shall mean the following documents to be entered into by the parties to the
respective agreements in connection with the supply of power:
a) Power Purchase Agreement;
b) Connection Agreement (CA)
c) VGF Securitization Agreement (VSA)
d) All Schedules which form part of RfP; and
e) Any other agreements designated as such, from time to time by NEA.
“Site” – means the land to be leased or owned by the Solar Developer Company for the entire
term of the PPA, for the construction and/or operation of the Plant.
“Solar Developer or Developer” shall mean the successful Proposer who submit the
Performance Security, Land Lease Agreement (if required) and signs the PPA, CA, VSA and other
RfP Documents with NEA and who shall be responsible for supplying power to NEA at the Delivery
Point for the term of the PPA as per the terms and conditions of the RfP and PPA
“Solar Developer Company (SDC)” shall mean the Company incorporated by the Successful
Proposer as per Nepalese Laws.
“Successful Proposer” shall mean the Proposer selected by NEA pursuant to this RfP for

supply of power through the Solar Developer Company as per the terms of the RfP and RfP
Documents, and to whom a Letter of Intent has been issued;
“Tariff” shall mean the Energy Charge, as applicable, quoted by the Proposer (i) from the first
day of Commercial Operation to 30th June 2022 A.D.; (ii) from 1st July 2022 A.D. to the remaining
term of the PPA and (iii) Levelized Cost of energy in kWh for the entire term of PPA at discount
rate of 10% as per the prescribed Schedule IX-2 of Section 4 of this RfP;
“NEA” – means the Utility Scale Gridtied Solar PV Project under Project Management
Directorate of Nepal Electricity Authority (NEA).
“Viability Gap Funding (VGF)” shall mean the fund which shall be disbursed to the Solar
Developer Company as per terms and conditions of this RfP document in line with the
appropriate VGF securitization mechanism.
"VGF Securitization Agreement" means VGF Securitization Agreement and includes all
schedules and all amendments and documents supplemental or incidental to the VGF
Securitization Agreement entered by NEA with the Solar Developer Company for creation of
charges on the Project of the Solar Developer Company;
In case of any contradiction between the terms and conditions mentioned in this Section and the
Power Purchase Agreement, VGF Securitization Agreement and Connection Agreement. The
terms and Conditions mentioned in the latter shall prevail. If any term is not defined in this
Section then reference shall be made to the definitions provided in PPA, VSA and CA.
2. Project Requirements
a) The Proposer shall submit only one Proposal for each identified substation but may submit
Proposal for more than one identified substation. Each Proposal shall be submitted
separately and shall be considered as an independent Proposal to be evaluated as per the
provisions of this RfP.
b) The Proposer should particularly familiarize themselves with the requirements of connection
conditions, Grid Code, scheduling and dispatch, etc. The Proposer is also advised to fully
familiarize themselves with the real time grid conditions in Nepal.
c) The Proposer shall familiarize itself with the procedures and time frames required to obtain
all Consents, Clearances, Right of Way and Permits required for the supply of power to
NEA. NEA and NEA shall have no liability to obtain any of the Consents, Clearances, Right
of Way and Permits required for setting up of the generation facilities and/ or supply of
power.
d) The Proposer is advised to be certain about the site where the Plant is to be installed and its
surroundings including transmission line to the substation and obtain for itself on its own
responsibility all information that may be necessary for preparing the Proposal and entering
into a contract. The costs of visiting the site shall be at the Proposer’s own expense.
e) The Proposal Security, may be invoked by NEA, without any notice, demure, or any other
legal process upon occurrence of any of the following:
i. Failure to formulate the Solar Developer Company as a legal entity within thirty (30) days of
the issue of the Letter of Intent or,
ii. Failure to furnish the Performance Security; or
iii. Proposer submitting any wrong information or making any misrepresentation in Proposal.

3. Applicable Technical Standards
Only commercially established and operational Solar PV technologies shall be used. The
successful Proposer has to confirm that the selection of technology is in line with the above. The
Proposer must provide an undertaking in this regard in the format provided in Schedule VIII of
Section 4 of the RfP Documents.
The equipment shall comply with latest IEC standards and also with applicable standards as
specified by NEA for grid interconnection.
Frequency: All equipment and auxiliaries shall be suitable for operation in the frequency range of
47.5 to 51 Hz (-5% to +2% of rated frequency of 50.0 Hz).
Harmonics: The maximum current and voltage waveform distortion shall be in accordance
with IEEE 519 standard and the Phase voltage unbalance shall be limited to one percent (1%) and
the Voltage shall be pure sinusoidal.
Reactive Power: The Project shall maintain the Power Factor between 0.85 lag and 0.95
lead at the Delivery Point.
Insulation Coordination and Protection System: The Project shall have suitable protection
devices, so that the Plant could be isolated automatically when grid supply fails. Connectivity criteria
like short circuit level (for switchgear), neutral Grounding, fault clearance time, current unbalance
(including negative and zero sequence currents), limit of harmonics etc. shall be as per IEC and/or
IEEE standards as applicable. The Plant may carry fault current that may occur on the grid, the
Solar Power Developer Company shall provide adequate switchgear protection against such faults.
DC Current Injection: The DC current injection from the Plant shall be either less than 0.5% of full
rated output at the interconnection point or ≤ (equal to or less than) 5mA.
Flicker: The Plant shall maintain the Flicker as follows:

< 16A 61000-3-3
>16A 61000-3-11
Synchronization: The Solar Developer Company shall install synchronization equipment at its
Plant at its own cost. The Plant shall be synchronized with the NEA’s grid only after the approval of
the synchronization scheme by NEA.
4. Responsibilities of the Successful Proposer
a) Within 30 days from the Award of Contract, the Successful Proposer shall be required to
establish a utility scale solar PV company (the Solar Developer or the Company) in Nepal.
This by no means restricts Proposer to establish the Solar Developer or the Company in
Nepal before the Award of Contract.
b) The Solar Developer Company shall be a Company incorporated under the laws of the Nepal
and shall be required, among other things, to undertake the following:

• Achieve Financial Closure within one hundred and twenty (120) days of the date of
signing of the PPA;
• Assume all the rights and obligations of the Proposer, including but not limited to those
in relation to the execution and implementation of the Project Agreements, Proposal
Security and the Performance Security;
• It shall be responsible for development, finance, ownership, design, engineering,

procurement, construction, commissioning, operation and maintenance of the Project
as per the terms of the RfP, PPA CA and VSA;
• The sale of electrical energy generated from the plant solely to NEA at the tariff defined
in the PPA;
• Submit Performance Security (PS) as per schedule II of Section 6 of this RfP to NEA;
the “Performance Security (PS)” means the unconditional and irrevocable bank
guarantee of NRs 10 Million per MW issued by a commercial bank in Nepal and shall by
its terms en-cashable at a bank in Kathmandu, Nepal, provided by the Solar Developer
Company as security for the Company’s obligations to sign PPA. The PS shall be valid
from the day of contract award to the day PPA is signed. It must be submitted before the
Contract Award. This guarantee shall be of 14 months from the date of Contract Award.
Once, the PPA is signed this Security shall be released. If the PS is from bank other than
that of Nepal, they should be supplemented with a counter guarantee from a commercial
bank in Nepal.
• Ensure that the Lead Partner, as designated by the Proposer in its Proposal shall hold
51% minimum equity stake in the Solar Developer Company as per the provisions of
this RfP Documents;
• Engineer, design, procure, install, test, start-up, and Commission the Project and
undertake other activities to achieve the Commercial Operation Date (COD);
• Operate and maintain the solar PV Project for 25 years from the COD (the Term), in
accordance with the terms of the Project Agreements, where such Term can be
extended or earlier terminated in accordance with the Project Agreements.
c) The Solar Developer Company shall have to commence the supply of power on the
Scheduled COD in accordance with the provisions of the PPA or else pay the penalty as per
the PPA.
d) The Solar Developer Company shall be responsible for power evacuation from the Plant to
the nearest Delivery Point/substation prescribed in Schedule 1 to the Section 6 of the RfP
Document. The land of Right of Way shall also be arranged by the Solar Developer Company.
It shall Install, commission, operate and maintain it’s own substation/switchyard in the project
premises for the power evacuation. The generated power will be evacuated through the 11 kV
or 33kV line to the nearest substation of NEA prescribed in in Section 6. The Delivery Point
will be located at the 11kV/33kV voltage bus of the prescribed NEA substation. The Solar
Developer Company is solely responsible for the construction of the evacuation facilities and
its interconnection with the nearest prescribed substation at its own cost. The transmission
losses upto the Delivery Point shall be borne by the Solar Developer Company. The
successful Proposer shall sign the Connection Agreement with NEA along with the PPA. The
Model Connection Agreement is provided in Section 9 of the RfP Documents. In case, more
than one Solar Developer Company integrate their Plants to the same substation, Solar
Developer Companies through their mutual consent can share the power evacuation system

and its cost in proportion of their allocated Project Capacity.
e) Provide access to NEA to visit and examine the proposed site and the surrounding areas and
obtain or verify all information regarding the Proposal.
f) The investment in the Solar Developer Company shall be as per provisions of the Joint
Venture Agreement between Proposers in case of Proposing Joint Venture.
g) The Solar Developer Company shall execute the VGF Securitization Agreement with NEA for
creation of charges on its Project for amount equivalent to the VGF received from NEA.
h) The Solar Developer Company shall execute the PPA and be responsible for supply of power
to NEA as per the provisions of the PPA. Default by Solar Developer Company (if any) shall be
the responsibility of the Proposer according to the Joint Venture agreement between
Proposers in case of Proposing Joint Venture.
5. Land allotment for plant
The award of Contract by NEA shall automatically result in a binding contract between NEA and the
Successful Proposer for successful implementation of the Project and this Contract shall be
applicable to Solar Developer Company on its formation. The date of award of the Contract shall be
the start date of this Contract. The terms and conditions of this Contract shall be as per the
provisions of the RfP Documents. However once the PPA is signed between NEA and Solar
Developer Company it shall supersede this Contract and the Project shall be governed by
the PPA.
The submission of final Land Ownership document or Land Lease Agreement (LLA) shall be made
within 45 days of award of contract.
Failure of the successful Proposer to submit the above-mentioned final Land Ownership document
or Land Lease Agreement (LLA) and submission of Performance Security (as per Schedule II in
Section 4) shall constitute sufficient grounds for the annulment of the award and forfeiture of the
Proposal Security. In that event the NEA may award the Contract to the next lowest evaluated
Proposer from whose offer is substantially responsive and is determined by NEA to be qualified to
perform the Contract satisfactorily.
The Solar Developer Company shall provide evidence that the required land for project
development @ minimum of 1.5 Hectares/MW/Project is under its clear possession. In this regard
the Solar Developer Company shall be required to furnish the following documentary evidences:-
i. Ownership or lease hold rights for 27 years in the name of the Solar Developer Company
and possession of 100% of the area of land required for the allotted plant. Land can be
taken on the lease from the State/Central agency only.
ii. Commitment to extend the Land Lease Agreement beyond the above stated 27 years to the
date of 25 years from the COD if the construction works of the Plant is delayed.
The Proposer shall furnish documentary evidence in the form of certificate from the concerned and
competent land registration or other government authority for the ownership/leasing/vesting of the
land in the name of Solar Developer Company.
i. The land should be free from all encumbrances.

ii. All the statuary clearances/approvals shall be obtained by the Solar Developer Company.
iii. The purchase of land by the Solar Developer Company would be in accordance with the
existing land revenue rules/law of Nepal.

Sworn affidavit from the Authorized person of the Solar Development Company listing the details
of the land and certifying total land required for the Project under clear possession of the Solar
Developer Company.
A Notarized English translation from an approved translator in case above land documents are in
languages other than English and Nepali.
6. Signing of Power Purchase Agreement, VGF Securitization Agreement and

Connection Agreement
The PPA, CA and VSA shall be signed between NEA and Solar Developer Company. The Solar
Developer Company shall sign PPA, CA and VSA with NEA within 120 days of the award of the
Contract.
The Solar Developer Company shall supply power to NEA as per the terms and conditions of the
PPA to be signed between NEA and the Solar Developer Company. NEA shall pay to the Solar
Developer Company at tariff, as per the terms and conditions of the PPA.
Connection Agreement and VGF Securitization Agreement shall be signed between NEA and the
Solar Developer Company as per the drafts provided in Sections 8 & 9 of the RfP and inclusion of
provisions in this RfP.
7. Financial Closure or Project Financing arrangements
The Project shall achieve Financial Closure within 120 days from the date of signing of the PPA.
In this regard the Solar Developer Company shall submit a certificate from all financing agencies
regarding the tie-up of funds and having met all conditions required for drawl of funds. It shall
also furnish documentary evidence for infusion of actual equity requirement, subject to a
minimum of NRs. 20.0 Million/MW/Project.
In this regard the Solar Developer Company shall submit a certificate from all the financial
agencies, certifying that it has complied with all conditions required for drawl of funds and it can
draw down the funds on any date as per their requirement.
8. Minimum Equity to be held by the Promoter
i) The Solar Developer Company setting up the Project shall provide the information about the
Promoters and their shareholding in the Company to NEA indicating the controlling
shareholding at the stage of submission of response to RfP.
ii) No change in the shareholding of the Proposing Company or Lead Partner in a Proposing
Joint Venture setting up the Project shall be permitted from the date of submission of
response to RfP till the commissioning of the Project. However, in case the Project is being
set up by a listed Company, this condition will not be applicable. The controlling shareholding
shall mean the shareholding having more than 50% of the voting rights and paid-up share

capital (including fully, compulsory and mandatory convertible Preference shares/

Debentures) in the Company/ Joint Venture.
iii) Lead Partner in the Joint Venture shall have the Controlling Shareholding in the Company
having not less than 51% of Voting Rights in the Company.
9. Clearances and approvals required from the Government and other local
bodies
The Solar Developer Company is required to obtain all necessary clearances and permits as
required for setting up the Solar PV Power Project.
10. Commissioning
The Commissioning of the Project shall be carried out by the Solar Developer Company and the
Commissioning certificate shall be issued by the NEA after successful commissioning.
i) Part Commissioning
Part commissioning of the Project shall be accepted by NEA subject to the condition that the
minimum capacity for acceptance of part commissioning shall be atleast 50% of the total
proposed capacity with capacity of minimum 1 MW and/ or its multiple. The PPA will remain
in force for a period of 25 years from the date of acceptance of commissioning of the last
part of the Project.
11. Power Generation by Solar Developer Company
The Plants developed on conventional solar PV technology should have a minimum CUF of 18%
in any given contract year.
VGF shall be paid only to the extent of actual generation by the Solar Developer Company.
(ii) VGF shall be payable only for generation equivalent to cumulative CUF of 18%. No VGF
shall be payable for generation in excess of cumulative CUF of 18%
For the first year of operation the contract year ends on June 30 and thus may be less than a
complete year. For this case, the CUF shall be calculated for the period starting the COD and
ending on the following June 30.
In case at any point of time, the peak of capacity reached is higher than the rated capacity and
causes disturbance in the system at the point where power is injected, the Solar Developer
Company shall have to forego the excess generation and reduce the output to the rated capacity
if so instructed by NEA.

12. VGF Securitization and Insurance Cover for the Plant
The Solar Developer Company shall be paid as per the Tariff indicated in the PPA in Nepali
Rupees (NRs) (i) till 30th June 2022 and (ii) thereafter from 1st July 2022 at a rate of NRs
6.60/kWh for the remaining term of the PPA. The payment shall be made monthly.
As the Viability Gap Fund (VGF) will be used to pay Solar Developer Company on the front
loaded basis, VGF Securitization Agreement will be required to be submitted by the Solar
Developer Company to NEA for this VGF till 30th June 2044 A.D.
The Securitization will be only for the VGF portion of the payment that is only for payment above
NRs 6.60/kWh. Let us consider Solar Developer Company A has PPA at a Tariff of NRs 10.00
and has achieved the COD on 1st July 2018 A.D. For every payment until June 2022 A.D., Solar
Developer A will be provided VGF support of, NRs (10.00-6.60) = NRs 3.40 for each unit
delivered. Assuming Solar Developer A for a plant of 1 MW annually generates of 1.31 Million
Units, it will receive VGF of NRs 22,33,000 in 6 months. Hence, for this period of 6 months, Solar
Developer Company A has to provide securitization for NRs 22,33,000 in the name of NEA. The
securitization shall be required for the period of the PPA i.e. until June 2044. The amount shall
be computed on the basis of the normative CUF of 18% or actual CUF achieved whichever is
lower and the VGF payable for this period as per the Tariff indicated in the PPA.
If the Project fails to generate any power continuously for any 1 year within the 25 years or its
major assets (components) are sold or the project is dismantled during this tenure, NEA will have
a right to get refund of VGF on pro-rata basis and if not paid by the Solar Power Developer
Company, then a claim on assets equal to the value of VGF released, on pro-rata basis as
specified hereunder:
Year of default NEA’s right to refund of VGF/ Claim

(From COD) on assets (% of VGF paid)
Up to 5 yrs. : 100%
5-6 year : 90%
6-7 year : 80%
7-8 year : 70%
8-9 year : 60%
9-10 year : 50%
10-11 year : 40%
11-12 year : 30%
12-13 year : 25%
13-14 year : 23%
14-15 year : 21%
15-16 year : 19%
16-17 year : 17%
17-18 year : 15%
18-19 year : 13%

Year of default NEA’s right to refund of VGF/ Claim

(From COD) on assets (% of VGF paid)
19-20 year : 11%
20-21 year : 9%
21-22 year : 7%
22-23 year : 5%
23-24 year : 3%
24-25 year : 1%
If the Project is transferred or sold to a third party during its tenure, NEA will retain full rights to
operationalize the PPA with the third party, which will be under full obligation to honor all the
obligations and terms & conditions of the PPA.
In case the lending institution exercises its right to step-in or take-over the project, NEA will also
have the right to step-in along with the lending institutions to reclaim VGF in accordance with this
provision or hand over the project to another party for operation.
The Solar Developer Company shall be mandatorily required to obtain an insurance cover till 30th
June 2044 AD for the VGF amount to be received till 30th June 2022 AD computed at a
normative CUF of 18% and applicable VGF. This Insurance Cover shall be in the name of NEA.
13. Environmental and Social Safeguard Requirements

The Project Developers/ Successful Proposers (the IPPs) are responsible for conducting
environmental and social safeguards assessments in accordance with Nepalese regulatory
requirements and ADB safeguard Policy Statement 2009. NEA's Project Management Unit shall
ensure that the necessary assessments are conducted and satisfy ADB SPS 2009
requirements1.
1Please note that the SCF AF Grant will only fund projects with safeguards categorization of B or C for environment,
and C for involuntary resettlement and indigenous peoples. NEA shall ensure its compliance.

SCHEDULE I: Substation wise maximum capacity allocated for bidding purpose

S. No. Bus Name Solar Capacity (MW)
1 LEKHNATH 1
2 MIRCHAY 1
3 SIMARA-2 1
4 PATHLAIYA 1
5 MAHENDRA 2
6 ATARIA 2
7 LUMKI 2
8 BARDGHAT 2
9 DAMAULI 2
10 DAMAK 2
11 KAWASOTI 2
12 KHIMTI 2
13 SHIVPUR 3
14 DHALKE 3
15 LAHANE 3
16 DUHABI 3
17 ANARMANI 3
18 POKHARA 3
19 CHANDRAN 3
20 BIRGUNJ 3
21 PARAWANI 3
22 KOHALPUR 5
23 LAMAHI 5
24 BUTWAL 5
Total Capacity 62.0
The Proposers may also apply for 33/11 kV substations that interconnect with the above
mentioned substations provided that the maximum capacity allocated for the aforementioned
substation is not exceeded.

SCHEDULE II: Performance Security
........................................................ Bankʼs name, and address of issuing branch or office2 ..............................................
Beneficiary: NEA ............................................. Name and address of NEA ..............................................................

Date: ................................................................................................................................................................................
Performance Security No.: ...................................................................................................................................
We have been informed that . . . . . name of the Solar Developer Company. . . . . (hereinafter called “the
Developer”) has entered into Contract No. . . . . . reference number of the contract. . . . . dated . . . . . . .
.with you, for the execution of . . . . . . name of contract and brief description of plant and services. . . . .
(hereinafter called "the Contract").
Furthermore, we understand that, according to the conditions of the Contract, a performance

security is required.
At the request of the Solar Developer Company, we . . . . . name of the bank. . . . . hereby irrevocably
undertake to pay you any sum or sums not exceeding in total an amount of . . . . . name of the
currency and amount in words3. . . . . . (. . . . . amount in figures. . . . . ) such sum being payable in the types
and proportions of currencies in which the Contract Price is payable, upon receipt by us of your
first demand in writing accompanied by a written statement stating that the Developer is in breach
of its obligation(s) under the Contract, without your needing to prove or to show grounds for your
demand or the sum specified therein.
This guarantee shall expire no later than the day of signing of PPA between NEA and Developer.
Consequently, any demand for payment under this guarantee must be received by us at this office
on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458
(or ICC Publication No. 758 as applicable), except that subparagraph (ii) of Sub-Article 20(a) is hereby
excluded.4
......................................
Signature(s) and seal of bank (where appropriate)
-- Note to Proposer --
If the institution issuing the performance security is located outside the country of the employer, it shall have a
correspondent financial institution located in the country of the employer to make it enforceable with a counter
guarantee.
2
All italicized text is for guidance on how to prepare this demand guarantee and shall be deleted from the final document.
3
The guarantor shall insert an amount representing the percentage of the contract price specified in the contract and
denominated either in the currency(ies) of the contract or a freely convertible currency acceptable to NEA.
4
Or the same or similar to this clause specified in the Uniform Rules for Demand Guarantees, ICC Publication No. 758, where
applicable.

SCHEDULE III: Award of Contract
[NEA’s letterhead]
Letter of Acceptance
[ Date ]
To: [Name and address of the Successful Proposer]
This is to notify you that your Proposal dated [ date ] for execution of the [ name of the contract and
identification number, as given in the Proposal Data Sheet ] for the Tariff of [ amounts in words and figures ] [
name of currency ], as corrected and modified in accordance with the Instructions to Proposers is
hereby accepted by NEA.
You are requested to furnish the Performance Security within 21 days from this day in accordance
with the Conditions of Contract, using for that purpose one of the Performance Security Forms
included in Section 6 (Proposal Forms) of the RfP Documents.
Authorized Signature:
Name and Title of Signatory:

Name of Project
POWER PURCHASE AGREEMENT

Between
NEPAL ELECTRICITY AUTHORITY
And]
-Company Name_
[Project Name (…..MW)]
Note:
This is an unofficial Translated copy of the original version in Nepali language .The PPA in Nepali language is
available at the NEA's website at http://www.nea.org.np/tender_prequalification. Further, this is just a model PPA, the
provisions of RfP shall be included in the final PPA.
Kathmandu, Nepal
[Date]
Nepal Electricity Authority Company Name
Page-i
Name of Project
Table of Contents
Foreword ....................................................................................................................................................... 1
1. Definition ............................................................................................................................................... 1
2. Duration of the Agreement .................................................................................................................... 5
3. Preparation of Operating the Project .................................................................................................... 5
4. Construction and Inspection of the Project ........................................................................................... 6
5. Power Purchase .................................................................................................................................... 7
6. Condition for Synchronization ............................................................................................................... 7
7. Operating Management on Off Grid Mode ............................................................................................ 7
8. Operating Procedures ........................................................................................................................... 8
9. Other Elements for Operation, Outage of the Project ........................................................................... 8
10. Indemnification Lacking Delivery of Power Energy .......................................................................... 9
11. Metering Management .................................................................................................................... 10
12. Power Purchasing Price .................................................................................................................. 11
13. Bill and payment .............................................................................................................................. 12
14. Coordination Committee ................................................................................................................. 12
15. Force Majeure Event ....................................................................................................................... 13
16. The Condition of Unaccountability by the Company ....................................................................... 14
17. The Condition of Unaccountability by the Authority ........................................................................ 14
18. Condition on the Termination and Right Transference ................................................................... 14
19. Notice of Default .............................................................................................................................. 15
20. The Condition after the Authority’s Notice of Default to the Company ........................................... 15
21. The Condition after the Company’s Notice of Default to the Authority ........................................... 16
22. The Condition after the Notice of Default. ....................................................................................... 16
23. The Condition after the Notice of Termination ................................................................................ 16
24. Other Condition to Issue the Notice of Termination ........................................................................ 16
25. Proclamation of the Authority .......................................................................................................... 17
26. Proclamation of the Company ......................................................................................................... 17
27. Insurance......................................................................................................................................... 17
28. Submission of the Insurance-Certificate ........................................................................................ 18
29. Solution of Dispute .......................................................................................................................... 18
30. Negotiation ...................................................................................................................................... 18
31. Implementing Law ........................................................................................................................... 19
32. Amendment of the Agreement ........................................................................................................ 19
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Name of Project
33. Annual Report ................................................................................................................................. 19

34. Transference of the Agreement ...................................................................................................... 19
35. Performances in Good Faith ........................................................................................................... 20
36. The Observation of Authority .......................................................................................................... 20
37. Confidentiality .................................................................................................................................. 20
38. Miscellaneous.................................................................................................................................. 20
SCHEDULE 1 .............................................................................................................................................. 25
SCHEDULE 2 ............................................................................................................................................. 26
SCHEDULE 3 .............................................................................................................................................. 28
SCHEDULE 4 .............................................................................................................................................. 30
SCHEDULE 5 .............................................................................................................................................. 31
SCHEDULE 6 .............................................................................................................................................. 32
Page-iii
Name of Project
Foreword
(Name of the Promoter Company) (“Company” is written hereafter) being established according to the
Company Act (2053/2063) has already received the Letter of Agreement for the supervision of (Name of
the project) for the production of Solar Power (Name of the Solar Project) in (Capacity) kilowatt
capacity, located in (Address of the project) according to Electricity Act.2049, and receiving power
generation license for the construction and operation as stated in the Act to produce (Capacity) kilowatt
by the project which shall be delivered to the place where the transmission system of the Authority exist
and shall be purchased as agreed with the Nepal Electricity Authority (named ‘authority’ hereafter) which
is established according to the Nepal Electricity Authority Act. 2041; the Authority has also agreed with
the company that it is going to purchase the generated power energy as provisioned in the connection
agreement that has already been accepted on purchasing the power energy between the company and
the authority; and both of the parties, the company and the authority, have obtained two copies of this
agreement paper each after signatories to fulfill the following terms and conditions accordingly.
1. Definition
1.1 . The following terms have following meanings in this agreement unless the subject and
context is taken otherwise:
a. “Project” means the project (name of Solar project) for generating solar power of kilowatt
(capacity) to generate hydroelectric energy under the ownership of the company (Name
of the company) as indicated in Schedule No. 1, (Salient Features of the Project).
b. ‘Power Station” means the center of energy power generating project (Project’s Name)
established in (address of Project), and it also means the installed equipment: solar
panels, inverters, power conditioners transformers and other equipment of the power
station.
c. “Delivery Point” means the point in which the company has delivered the energy power
generated from the project and by which generated energy has been delivered to the
Authority. This point also means the connection agreement EXHIBIT-2 & 3 taken place in
(date of connection agreement) (attachments) and the bus bar of (substation) of the
Authority as mentioned in schedule 6 of this agreement.
d. “Interconnection Facilities” means the bus bar kV interconnection line from the
generating center of the project to the sub-station ( name of the sub-station) of the
Authority to supply, and power transmission management and related to meter reading
facilities (including CT PT and other related employments) installed in the substation by
the company as indicated in agreement, Exhibit-3 (attachment).
e. “Agreement” means this agreement, including schedules in this agreement and also
hereof amendments.
f. “Prudent Utility Practices” means, usually in the contest of Nepal the applications related
to power supplies even recognized internationally, and design, construction, tests,
operation, and repairing or maintaining, including system, method, technique and level
used in electricity services.
g. “Commercial Operation Date” means the indicated date from coordination committee
mentioning that the beginning of the purchase of power by the Authority for the business
Page-1
Name of Project
purpose after generating power successfully and by installing the whole tested product
from all the units in the power center by the company after completion of the project’s
generation for transfer facilities pursuant to this agreement and the connection
agreement. The date shall be for 15 days by the first day that the company starts
delivering the power energy to the Authority, excluding the date before 15 days for the
satisfied test generation period of the generated power. But if after generation of the
power is not delivered satisfactorily by the project for the 15 days, the coordination
committee can decide another day for the additional test generation date, and if
successfully delivered the committee shall write that the test is accomplished effectively.
h. “Required Commercial Operation Date” means, the date (RCOD date) that company
delivers the power to the authority for power purchase after generation or it also means
that due to Force Majeure Event as mentioned in clause 15, the starting date to purchase
the generation shall be directed by the both parties’ coordination.
i. “Test Generation” means the date that first time power energy generation delivered into
the delivery point after completing the operation as in provisions of this agreement and
in the connection agreement until the starting day to sell power from the unit on the
commercial operation date having completion of construction, fitting, and testing
satisfactorily. The test generation will take place in the acquaintance of independent
engineer appointed by the company after taking permission from the Authority
beforehand. The solar panels, invertors, transformers, and the total numbers of the
installed equipment and their quality used in the project and the quality of power energy
shall be tasted by the appointed independent engineer and the tested credentials shall be
submitted to the Authority in expanses of the company.
j. “Coordinating Committee” means the Committee that is going to be formed under the
clause 14 as in this agreement.
k. “Generating Unit” means the solar panels, invertor sets that are installed in the power
station to generate power.
l. “Contract Energy” means the quantity of monthly power energy (kWh) that is mentioned
in schedule 2, Table-II, Colum J, as the company has agreed to supply in delivery point of
the Authority after generating power from the project.
m. “Financial Closure Date” means the latter date about the minim 20% Equity Investment
amount from the Estimated Total Project Cost according to the Shareholders Agreement
and to the Loan Agreement of the company, the organizations or forms that have
invested money in advance.
n. “Wheeling Charge” means the charge fixed by the authority which shall be paid to the
authority by the company in lieu of selling power form the line of the authority to the third
party through the transference and distribution of the authority.
o. “Fiscal Year” means for the 12 months, from the Sharawn 1st to the end of Ashad month
(July 16th to next year’s July 15th).
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Name of Project
p. “Month” means the period from the first day of the existing month at 12.00 noon to the
first day of the preceding month at 12.00 noon according to Vikram Samvat (B. S.) Nepali
Calander.
q. “Operating Procedures” means the document that shall be prepared according to Colum
8, as per this agreement.
r. “Purchase Price” means the price that is fixation in Nepali currency to be charged per
hour Kilowatt (kWh) as indicated in the Colum 12.1, starting from the date of commercial
operation after making available the energy to the delivery point of the Authority by the
Company.
s. “Technical Limits” means pursuant to Schedule 1 of this agreement and also as

mentioned in operating procedures.
t. “Third Party” means the other persons or the organizations except the Company and the
Authority.
u. “Party” means the Company or the Authority, both as to the context.
v. “Excess Energy” means the additional energy that is delivered more than the capacity
specified in Schedule 2, table 1, and more quantity specified in Clause J. But the
delivered energy shall not be greater than the quantity mentioned in Availability,
Declaration and Dispatch Instruction quantities.
w. “Meter Point” means the point where the main/check meters are installed as shown in the
connection agreement EXHIBIT-3 (attachment).
x. “Available Capacity” means the generated energy that can be generated and delivered
from the project as scheduled in Colum 9.6.
y. “Force Majeure Event” means the situation as per clause 15.
z. “Off Grid Mode in Operating” means the action of generation and transmission by the
project which power is not bound with central power grid of the Authority.
aa. “Scheduled Outage” means the outage that is mentioned in clause 9.2.
bb. “Business Day” means the office running day when there is no holiday in the Authority.
cc. “Construction Start” means having arrangement of required piece of land and camping
site for main structure like project’s solar panel, inverter; among them any one action
which the most important structure i.e. physical construction is.
dd. “Connection Agreement” means the date of connection agreement/ memorandum of

understanding (date of connection agreement) that is signed between Authority and the
company and hereof amendment.
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Name of Project
ee. “Installed Capacity” means the installed capacity as mentioned in table-1, of Schedule-2,
respectively.
ff. “Availability Declaration” means the written declaration to notify the Authority in the
prescribed format about the electrical energy supplied to the delivery point after
generating by hours from the project for the months of the commercial generation date.
gg. “Peak-hours” means the peak hours duration maximum 6 (six) hours of peak power
demanding period form the evening 5 to 10 o’clock or sometimes, the excessive power
demanding time prescribed by the authority.
hh. “Regular Maintenance” means maintenance, repairing or expansion activity carried on to

at least 7 office days by advance notice of the authority according to the prudent utility
practices.
ii. ‘Dispatch Instruction” means the instruction to be provided to the company on time and
again for operating project by the selected person of the authority as stated in clause 9.4.
jj. “Forced Outage” means the condition that is appeared due to which the authority cannot
accept the generated power of the project to the delivery point by any one reason of the
followings:
--- Appear tripping due to occurrence of fault from the reason of joining except other
power centers in our transmission lines and in connection points of power delivery
system of the authority.
--- The extra maintenance work except from the schedule outage or regular maintenance
programs of the authority.
But the outage due to force majeure event cannot be called forced outage any longer.
kk. “Casual Maintenance Program” means that kind of maintenance that shall be carried on
by the company when power station has to be shut down due to the disturbance in there
for the protection of the possibly massive accident.
ll. “Connection Point” means the point of the authority ….. where the bus bar existing for
delivering the power energy generated from the project of the company to make available
to the authority. This point means the bus bar of the authority…… as prescribed in
Schedule 6, in connection agreement Exhibit-3, and in this agreement.
mm. “Capacity Utilization Factor (UFC)” means the energy that can be made available
by the project in the delivery point annually.
UCF= (Total kWh energy made available by solar plant at delivery point in a
year) / (contract capacity in kW x 8760).
1.2. Interpretation in this agreement:
a. Singular numbers shall be understood as plural and the plural to the singular respectively.
b. Clause means the clause of this agreement.
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c. The date of the Bikram Sambad (B.S.) differentiates with the A.D. years given in the brackets;
the date of Bikram Sambad (B.S.) shall be prevailed.
d. If the clause keeps the different idea than kept in the schedule, the clause shall be followed
as mentioned in this agreement.
e. If the digital number differentiates with the words given in the brackets, the words shall be
taken to be authentic.
f. Schedule means the schedules of this agreement even including its amendment.
1.3. Schedules:
The following schedules include the inseparable parts of this agreement.

Schedule – 1: Salient Features of the Project.
Schedule – 2: Power energy and energy table.
Schedule – 3: Formula settlement of compensation for clause 10.1.
Schedule – 4: Table of project construction
Schedule – 5: Map of the project’s place.
Schedule – 6: Interconnection Facilities Single Line Diagram
1.4. Connection agreement is an inseparable part of this agreement, but if the provisions of the
agreement and connection agreement intricate in conflict, it shall be followed according to the provision of
this agreement.
2. Duration of the Agreement

2.1. This Agreement shall be implemented from the date of the both party signatories and it
shall be effective for 25 years’ duration, since the Commercial Operation Date or since
the Generation License i.e. whichever occurs later.
2.2 When the duration of the agreement shall be terminated, the connected solar panels and
other related construction equipment attached to the project shall be managed according
to generation license pursuant this agreement. If the construction of the project has to be
dismantled, the promoter shall organize by itself or dispose safely. For doing so the
promoter shall not claim any kind of compensation from the authority.
3. Preparation of Operating the Project

3.1 The company shall be obliged to make the following documents available to the
Authority during the following time period:
a. The schedule of starting test and test procedures must be available, minimum
30 (thirty) days earlier from the test starting date of the project.
b. The specification of joining equipment in the power center that is given by

manufacturer and the documents of its Protective Scheme and Protective Relay settings
must be made available prior to 60 (sixty) days before synchronizing with the grid system
of the power center of the authority.
But, among the above-mentioned particulars those ones which are under the connection
agreement are not necessary to be submitted again.
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3.2. In between project and authority, close to sub-station/ power house, a stable
communication system of a voice or long-range communication shall be installed before
the date of generation for commercial operation on the base of project’s capacity,
location, delivery voltage, necessity of power system transaction and according to the
available equipment, in agreement of both parties and in the expanse of the company.
The both of the parties shall be cordially helpful to make the communication system
reliable that is installed between the project and authority.
4. Construction and Inspection of the Project

a. The Company is obligatory to carry on all the design, construction, inspection and commissioning
of the project. When the tests and commissioning activities of the project are carried on, having
coordination with the authority, power generation, interconnection and distribution shall be
carried on without adverse effect. The main tests of the project like Load Throw Test, Anti-
islanding, DC Current Injection, Harmonics, Power Factor, Voltage Unbalance, Flicker and Off
Grid Mode Operation Test, etc. shall be under the supervision of the Authority appointed
engineers. The company must inform timely about the testing and commissioning procedures
and time table to the authority.
b. The authority shall provide the required help for tests and commissioning of the project. But for
such help of the authority, the required allowance of appointed staffs to complete the tests shall
be paid by the company.
c. If on the process of fixing transmission facilities, in the construction of project the installed
equipment/ construction procedures the power interconnections and distribution lines shall be
stopped, the shutdown cost shall be paid to the authority by the company as the rules. If the
authority shall be payable any compensation due to the shutdown to any company for power
purchase agreement, the compensation, if required, must be paid by the company to the
Authority.
d. The power energy of the project that is generated from the power station must to be reached to
the delivery point in the scheduled time; likewise, its construction, management and the
undertakings of tests should be accomplished with the measured
validity of the authority; only after that the construction and tests shall be accomplished within
the required commercial operation date and the initiation of commercial operation date. Except
in the Force Majeure Events, if the company is unable to complete the above-mentioned tasks,
or the commercial operation date is not included
within the required commercial operation date, the company shall pay the compensation to the
Authority. Also, the Authority shall be obliged to accomplish it performance within the period of
time for taking the required power energy produced by the company. After the company
provides notice to the authority that the construction work of the project has been accomplished
fixing for commercial operation date, the provisions agreed within the limitation of technological
equipment supervision of the sight:
i. Study and verification of the results of the Dry tests.

ii. Except force majeure event, because of the authority if the required commercial
operation could not be started in the required operation date, the authority has to pay
compensation to the company.
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the compensation that must be paid by the authority to the company or by the
company to the authority shall be calculated as the following formula:
Compensation amount Rs. = 0.05 x in the calculation of contract energy base, the
energy during the days in between the required commercial operation date and
commercial operation date x the rate of the day that the commercial operation date
(COD).
Such compensation amount that must be taken from the authority can be deducted
from the amount of the company that has to be paid to the authority. But is such
deduction the authority has not to subtract more than 50% of the monthly bill amount
that has to be paid to the authority, from the first month to the last until the clearance
in the installment base. In the condition of paying compensation from the authority
the payment also will be in the installment base.
But the compensation as mentioned above can be made lawful by studying all the
circumstances from the day of the required commercial operation date.
5. Power Purchase
5.1. a). Except in force majeure event, the authority has to purchase the quantity of
contract energy from the day of required commercial operation date to every month’s
generation of the project under Availability Declaration.
b).If the force majeure event is appeared, the calculation of the purchasing power will be
decided on the of prorata basis.
c). The company also has to manage the situation to supply the generated power of the
company to the delivery point.
5. 2 Without prior agreement of the authority the power energy generated form the project cannot be
sold to other authority or cannot be provided such right to others.
5.3. The authority shall not be liable to pay any amount for the power energy received by the authority
during the test generation of the project.
6. Condition for Synchronization

About the synchronizing the project generation units with the power system of the authority, it will
be followed as mentioned in the operating procedures.
7. Operating Management on Off Grid Mode
a. The authority can give direction to the project for operating management on off grid mode
according to its necessity.
b. According the direction of Clause 7. (a), about the operating management on off grid mode, if
the company does not operate its tasks, and during the time of non-operation, if the authority
cannot take / would not take the power, whatever is mentioned in the clause 10.1, the
authority doesn’t have to pay any compensation to the company.
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c. When the off grid mode has to be operated by the project as Clause 7, (a), the authority
coordinately has to play a role to think and arrange the capacity and the technical limitation of
the project in that period.
d. If in the off grid mode the project is not operating lacking the coordination role playing by the
authority or if the less capacity has been generated, during such period the provision of
Clause 7, (b) shall be implemented.
8. Operating Procedures:
8.1. The company shall submit the strategic draft of operating procedures according to
the provisions of this agreement and connection agreement to the authority, prior to 60
(sixty) days from the schedule synchronization date.
8.2. .After receiving the strategic draft of operating procedures according to Clause 8.1, on the base
of projects design, power system of the authority and on the base of the provisions of this
agreement, the submitted draft procedure shall be amended and before the commercial
operation date, the coordination committee shall finalize the operating procedures.
8.3. The procedures –- including dispatch instruction and metering and billing — to the project having
brought in the power system of the authority, according to the procedures of the agreement,
while doing maintenance on the project and on the operation of the interconnection facilities and
outage, will be followed as mentioned in the operating procedures of the agreement. But if the
operation producers are contradictory, the provisions of this agreement shall be implemented.
9. Other Elements for Operation, Outage of the Project
9.1 While doing the operation and outage of the project, it is subjected to this agreement and other
secondary agreements (connection agreement, operation procedures, and minutes of the
meeting).
9.2 . a). The company shall be obliged to make available to the authority the annual outage table of
the first year including time and date of the outage of the project and cutting off the power
energy before 45 (forty-five) days of the commercial generation date. On the base of submitted
annual outage and the outage of the authority, the coordination committee shall have discussion
and a scheduled outage shall be finalized for the first annual year before the commercial
operation date. After that, every year within the end of the month Jesth, the coming annual
outage of 1 (one) year shall to be submitted to the authority. And on the base of the submitted
annual outage of the project and the outage of the authority, the coordination committee shall
have essential discussion and a scheduled outage shall be finalized before annual year starts.
b). Both of the parties are obliged to make the duration of the outage time as short as possible for
the maintenance and the repairing. Usually, the action of maintenance and the repairing that may
hamper the power generation shall not be allowed during peak hours.
c). In the Scheduled outage the completion of work should be carried on within prescribed time
limitation. If the completion of work shall be carried on within prescribed time limitation, the
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consumed time for maintenance and repairing can be assumed as the time of scheduled outage
limitation.
9.3. The company, within the 6 (six) month of time after starting the commercial operation, has to make
the as built drawings of the project available to the authority.
9.4 The power energy from the project started supplying to the authority, the authority shall have
the right to make the generation ups or down, to stop within the prescribed time, to operate in
off grid mode, or to provide any directions to operate by enacting dispatch instruction. The need
of necessary power system of the authority, availability declaration, technical limit etc. will be
based on according to the dispatch instructions of the authority.
9.5 a). Filling up the availability declaration as previously arranged form on the monthly capacity of
power energy , the company is obliged to submit before 30 (thirty) days to the concerned
authorities as prescribed by the authority. After the availability declaration, if there is ups and
downs of the power energy, the company is obliged to submit the amended availability
declaration before 7 (seven) days of the contract month. The authority shall rectify the latest
declaration. If the availability declaration is not submitted, the availability declaration shall be
accepted as mentioned in section 2.
b). The monthly energy, on the base of availability declaration, can be more or less than
contract energy. But except the reason of scheduled outage, it is not allowed to make less than
85 (eighty-five) percent in availability declaration. Likewise, availability declaration at any time
shall not be greater than the available capacity.
9.6 The available capacity shall be fixed not exceeding the capacity mentioned in scheduled 2, on
the base of the capacity inscribed in the availability declaration. But to fix the available capacity
of the outage period, the base shall be on the download data
of the main meter or check meter that is joined in the delivery point. The available capacity will
be fixed by not crossing the minimum capacity among the two capacities being based on the
lesser one ̶ either on the base of capacity mentioned in availability declaration, or on the
capacity that is to be fixed on the download data as follows:
~ Power delivery average of the simple stage of clock hour time period during just before starting
time of outage and just immediately completed time of outage.
9.7 . Before the completion of the month, the condition of the power delivery as mentioned in
contract energy or available declaration, the remaining days of the month too, the project shall
generate the power and deliver it to the authority.
9.8 .When emergency maintenance is obligatory, the authority shall observe the necessity of
required maintenance and only the decision shall be taken. Such condition has to be informed
to the authority by the company within 24 hours. Likewise, after the completion of the work of
maintenance, it shall be informed to the authority and having coordination with the dispatcher of
the power station, it must bring into function again.
10. Indemnification Lacking Delivery of Power Energy
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10.1. The authority shall purchase power energy every month the up to the quantity of contract
energy as mentioned in the Availability Declaration. Accordingly, if the authority shall be
unable to purchase or deficient to purchase the power due to the reason of forced outage
and dispatch instruction, the compensation has to be paid to the company by the authority.
10.2. On the base of installed capacity of the project, in every fiscal year, the project have to fix
minimum 15% CUF (Capacity Utilization Factor). If the company is unable or lacks supply
15% solar power of the project to the delivery point, according to the following formula the
company shall pay recompense to the authority:
=[ (0.15 x installed capacity x 8760) ̶ the energy the company supplied to the delivery
point of that fiscal year ̶ the power that cannot be delivered from the project due to force
majeure event or during the time due to the authority or scheduled outage or even
emergency maintenance] x kilowatt, per hour power energy rate x 0.75.
10.3. As mentioned in the Clause 10, the compensation paying provision to the authority by the
company and to the company by the authority shall be applied from the commercial
operation date.
11. Metering Management
11.1 . a). For the measurement of the power energy that is supplied to the authority by the company,
according to the measuring system of the authority main meter (including C.T.P.Ts.) the
authority shall install to the metering point in the cost of the company before the first time on
synchronizing date. With adjacent to main meter the same specification and check-meter of the
manufacturer will be installed. The company shall be liable to bear the purchasing and installing
cost of check meter.
b). Before installing the main meter or check-meter and C.T.P.T., their standard shall be
approved by the qualified national or international laboratory before installing in the metering
point.
c). The specification of the meter and S.T.P.T. shall be as pursuant of the authority.
11.2. The meter reading details shall be prepared in the prescribed table by reading main and check
meter in presence of the both parties, and accordingly, that month’s power energy selling
procurement shall be fixed. But on the process of the fixing selling procurement, to buy extra
energy on the condition of lacking authority’s order dispatch instruction, as pursuant of
schedule-2, the energy generated more than capacity, shall be deducted and calculated
thereof.
11.3. In any month the energy indicated in main or check meter differentiates more than the 2.0 % to
up to 0.5% , the billing shall be on the average base of both meters’ billing; as soon as possible
the month’s billing shall be adjusted in accordance with the decision of the qualified meter
testing lab or international laboratory accepted by the both of parties. But the difference is only
0.2%, billing shall be based on main meter’s reading. In case of more than 5% differences in
both meter readings, and if the both meters are disorder together, billing shall be as per
provision indicated in the operating procedures. But the disorder meters must be changed by
the company within 2 months.
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11.4. The installed main and check meters devices shall be tested and be done calibration in the
time that the authority or the company desire. The testing and calibration expenses for the main
meter and instrument transformers, the company has to pay, whereas for
the check-meter testing expenses, the authority shall bear. Any one meter is broken or moved
out, based on the indicated power energy by the second meter (main or check), the authority
shall pay to the company.
11.5 . The seals that are used in the main and check meters and other related provisions about
metering shall be as mentioned in the operating procedures.
11.6. From the quantity of the power energy as mentioned above deducting the line loss the
remaining energy as provisioned in agreement shall be accepted as the energy is sold to the
authority by the company, and accordingly the company shall issue the bill to the authority.
11.7 a) If the authority purchase the power generated form the project except from connection point
as in clause 38.4, in such power taking point, the main meter shall be required to be installed it
shall be in the cost of the authority, and in the same place, if the company desires the
specification of main meter and a check meter as the producer, it shall be installed in the same
place. Regarding it the other provisions shall be according to the provisions of the operating
procedures.
b). If the authority wants to take the power from other points except than mentioned in clause
11.7, the extra amount shall be calculated for the line loss.
12. Power Purchasing Price
12.1 . The authority from the commercial operation date, the amount calculated by power
purchasing rate of every month-- for the generated energy power of the project from the
company-- purchases the delivered power up to the quantity of contract energy by kilowatt per
hour Rs. (the amount promised through bid) and it shall be paid to the company or the to the
pioneer bank or financial institution.
12.2 . The authority purchases the excess energy by issuing the dispatch instruction, for such case
the company shall bill and the authority shall pay by the rate of 50% (fifty percent) as
mentioned in clause 12.1.
12.3 . During the billing if it is found that the company has used the power energy from the
authority the company shall pay the total amount to the authority by the rate of normal
hour as existing format rate that is charged to the voltage level for commercial consumer, or
the amount shall be adjusted in the monthly billing.
12.4. Before the commercial generation date, if the construction or test of the project is
completed, the authority can accept the power energy from the generating project according
to the capacity of its existing grid system flow by issuing the dispatch instruction. For the
acceptance of such power, the authority shall pay the company as mentioned rate in the
clause 12.1 and 12.2 accordingly.
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13. Bill and payment
13.1. The company shall submit the power energy bill with the amount that is obtained as
clause 11 with the previous month’s bill in the current month to the authority in the prescribed
format. The authority shall be liable to pay the bill within 45 (forty-five) days from the date of its
acceptance. If the authority fails to pay the amount of the bill within the time, the annual
interest amount by the 6% (six percent) also shall be paid. If there is any dispute in the bill sent
by the company or if the amount written in the bill is not acceptable to the authority, the
authority shall notify to the company with the reason and by deducting the disputed amount,
the remaining amount shall be paid. The authority on the case of such disputed bill the solution
shall be made within the 90 (ninety) days by mutual understanding of the both parties.
After mutual understanding of both parties, the Authority shall be liable to pay the decided billing
amount within 7 (seven) business days. And if the amount is not paid within the 7 business days,
the interest of the amount that is mentioned in this clause shall be paid by the authority. If the
company request to pay the amount within seven days by the date of the bill submitting day, the
authority can pay the bill within the seven business days by deducting 3% rebate of the amount.
According to the existing rules, the authority can deduct the tax in accordance with the power
purchase agreement before payment, if it has to be paid from the amount.
13.2 . A test is to be conducted within 15 days after every fiscal year on the project generated
power to observe whether the 15% UCF is delivered to the delivery point or not. If it is found
that less than 15% UCF power is delivered to the delivery point, the project shall pay the
compensation to the N. E. A. as prescribed in clause 10.2.
14. Coordination Committee

To have coordination on the base of this agreement for power purchase that is generated from
the project a coordination committee shall be formed consisting of two persons from each party
(selected or nominated persons of both parties), and the chairperson of the coordination
committee can be formed for one year in turn of the both parties’ committee members (but for the
first and second fiscal year’s chairperson is from the company). According to necessity the
chairperson shall call a coordination committee meeting minimum once in every 3 (three) months.
And the meeting of the committee can discuss according to this agreement on the problems that
may appear for purchasing power generated form the company, regarding the management to
test the project, to tests about main and check meter or the related instrument like transformer
(C.T.P.T), the work on calibration, necessary amendment to improve operating procedures,
coordination on maintenance, plans on the security and observation on commercial generation,to
fix the commercial generation date, emergency maintenance, the steps to be performed to solve
the problems generated by the force majeure events etc. Likewise, if the problems cannot be
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solved, the solution shall be as mentioned in clause 29. The other management regarding the
meetings can be decided by the coordination committee.
15. Force Majeure Event

15.1. In this agreement the force majeure event means that it may not be possible to fulfill the
objectives in accordance with the approved conditions as mentioned here for the accountability of
the both parties due to the unavoidable circumstances as follows:
a. Natural disaster (earthquake, conflagration, eruption burst, land slide, flood, storm, thunder
bolt, likewise events)
b. If the radioactive contamination takes place,
c. If epidemic or plagues spread
d. War, internal revolution, strike, closure or blockade of the boarders, or related actions of
destructiveness,
e. Due to the cause mentioned in (a) to (d) it is impossible to get workers, materials or in lack of
supplies there is stoppage to have construction of project, tests or commissioning, and
inability to run forward.
15.2. When the party that claims the force majeure event is created, it has to inform the next party
within 7 (seven) business days in written details. If the written information of the situation is not
given, it cannot be counted as the force majeure event. Likewise, if there is the end of force
majeure event, it has to be informed by the claiming party to the next party without delay about
the force majeure event. Meanwhile, if force majeure event ends, a prompt notice in written has
to be conveyed to the party.
15.3. When the party receives the notice claiming as in the clause 15.2 the force majeure event, if the
mentioned details of the notice may not seem under the provisions of the agreement, from the
date of the notice receiving within 60 (sixty) business days, the notifying party shall be informed
in written form by the receiving party. If the written notification is not given to the claiming party,
the notice of the force majeure event will be understood as accepted.
15.4. If there is debate on the condition of the force majeure event as mentioned in clause 15.3,
according to the problem-solving process mentioned in clause 29 to solve the dispute, the debate
has to be solved.
15.5. In the condition of the force majeure event to reduce its effect or to reduce the damage or
to bring an alternative provision the both of the parties have to be cooperative between one
another.
15.6. Due to some cause of the force majeure event, if some work of a party cannot be completed or
delayed to be completed to perform the work the hampered time-duration shall be added by the
equal duration of time to complete the work.
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15.7. Except mentioned in the provisions of this agreement, if the force majeure event appears
unsolvable and the responsibility is not fulfilled by any party, the compensation should not have to
be paid.
16. The Condition of Unaccountability by the Company
In the following situation the unaccountability of the company shall be reckoned:
a. Except the provisions in clause 34, the company shirks away unaccountably from the
responsibilities or the rights and handovers the partial or complete properties to any other parties
breaking the provisions of this agreement.
b. If the company does not submit the progress report to the authority as mentioned in this
agreement.
c. If the construction is not started within the 7 (seven) months after the date of this agreement.
d. If the company provides wrong or incorrect information against the accountability of the authority
that hamper the work, duty and responsibility offensively.
e. After starting commercial operation from the project if the power operation is stopped
continuously 7 or more days by the company without informing to the authority.
f. If the company does not fulfill the work that has to be carried on within the mentioned time period
as in the agreement without any appropriate reason.
g. If the project generated power is not delivered continuously 3 (three) months to the authority
except the cause of the authority or the force majeure event.
h. If the commercial operation date is not mentioned within the required commercial operation date
except by the cause of the authority or the force majeure event.
i. If the project is needed to be operated in off grid mode and the authority gives directions to do
accordingly, but if the company does not operate on the off-grid mode.
j. If the work according to the plans as in connection agreement are not fulfilled by the company
within the stated time.
17. The Condition of Unaccountability by the Authority
In the following situation the unaccountability of the authority will be reckoned:
a. If the authority is terminated or fragmented being hampered from its responsibilities except by any
other reason as that is not mentioned in this agreement.
b. If the authority does not fulfill the work that has to be carried on within the mentioned time period
as in the agreement without any appropriate information that is notified to the company.
c. If the work according to the plans as in connection agreement shall not be fulfilled by the authority
within the specified time.
18. Condition on the Termination and Right Transference

If the condition of clause 16 (a) and clause 17 (a) is appeared, the first party that is facing this
condition shall be informed to the next party within the time. After the notification, before the
condition of clause 16 (a) and clause 17 (a) is implemented, in the mutual understanding of the
both parties, a new meeting point can be created and necessary condition can be obtained.
Before reaching to the provisions of clause 16 (a) and clause 17 (a) if in the coordination a
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solution cannot be created, the second party shall give notice of termination and can repeal this
agreement.
19. Notice of Default

Except in the condition of clause 16 (a) and clause 17 (a), if any party has been in the condition of
unaccountability as other situation of clause 16 and 17, the party which is unaccountable shall
give notice of default to the next party mentioning the situation of unaccountability.
20. The Condition after the Authority’s Notice of Default to the Company
20.1. Under the condition of clause 16: (b), (c), or (f), if there is notice of default, within 90 (ninety)
days from the date of the notice, the authority should be informed in the written to solve the
condition; consequently, if there is no solution in coordination, the second party shall send the
notice of termination mentioning that the responsibility is not accountable, through which this
agreement can be repealed.
20.2. In the condition of clause 16 (d), if the notice of default has taken place, the authority shall
make awareness in written, and the company, also, has to reply in written promising that such
condition shall not be repeated in future. After that also if the situation of clause 16 (d) is
repeated, the damage and injury of the authority shall be calculated, and the amount for
compensation shall be paid to the authority by the company within 45 (forty-five) days, from the
date of the receiving notice of default. The amount can be deducted from the amount that the
company has to pay to the authority.
20.3. In the condition of clause 16 (e), if the notice of default has taken place, the volume of the
period by the contract energy percentage as in clause 12.1, shall be calculated and the amount
has to be paid to the authority by the company within 45 (forty-five) days from the date of the
day that letter was received. The amount can be deducted from the amount that the company
has to pay to the authority.
20.4. In the condition of clause 16 (g), if the notice of default has taken place, but the detail written
response on the default is not satisfactory to the authority, it shall issue the notice of
termination to the company and this agreement can be repealed.
20.5. In the condition of clause 16 (h), if the notice of default has taken place, a detail written
construction progress report with the reason of default shall be submitted to the authority. If the
reason or the default is not satisfactory to the authority, it shall issue the notice of termination to
the company and this agreement can be repealed.
20.6. In the condition of clause 16 (i), it shall be solved as mentioned in clause 7.
20.7. In the condition of clause 16 (g), if the notice of default has taken place, if the company may
not solve the problem satisfactorily within 90 (ninety) days from the date of issuing notice, the
authority shall issues the notice of termination to the company and this agreement can be
repealed.
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21. The Condition after the Company’s Notice of Default to the Authority
a. Under the condition of clause 17. (b), if the notice of default is taken place, within 90 (ninety) days
the authority shall try to solve the problem satisfactorily to the company. If it is not possible, the
company shall issue the notice of termination and this agreement will be repeal.
b. Under the condition of clause 17. (c), if the notice of default is taken place, if the authority may not
solve the problem satisfactorily within 90 (ninety) days from the date of issuing notice, the
company shall issues the notice of termination to the authority and this agreement can be
repealed.
22. The Condition after the Notice of Default.

After the notice of default, besides on the provision that this agreement shall not be implemented,
in other any condition, unless the notice of termination is issued, this agreement shall be
remained at the same condition of implementation.
23. The Condition after the Notice of Termination
23.1. From any one party if the notice of termination is issued and the second party disagrees
about it, it shall start the process of treatment in coordination within 30 (thirty) days as the
provision given in clause 30. And the one party that receives the notice of termination and
does not provide the written notice to the second party that may have started the process
of treatment through coordination, in such condition the agreement will be repealed.
23.2. Regarding the notice of termination during the period of the coordination issue- from the
date of the notice issued till the date of solution through coordination- both of the parties
shall shave no rights and responsibilities as provisioned to this agreement.
23.3. After the issue of the notice of termination, the generated power of the project, the
company wants to sell the power to the third parties, the authority, as far as possible, shall
allow to do the sales and distribution by charging transferal cost.
23.4. Even after the notice of termination, the amount that is due to be paid to the one party to
the next that remained before the date of termination, the party shall be responsible to be
paid.
24. Other Condition to Issue the Notice of Termination

a. This agreement can be terminated in the mutual understanding of the both parties.
b. This agreement can be terminated if it shall be terminated by the law of the Nepal
Government.
c. If there is force majeure event as in clause 15, and if it is continued up to 180 (one hundred
and eighty) days, without attempt of the resolution, in such condition, the party that is notified
the force majeure event shall repeal this agreement.
d. If the connection of agreement/memorandum of understanding is repeal or annul this

agreement shall automatically be repealed.
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e. If the condition of clause 38.2 is appeared this agreement shall be repealed.
25. Proclamation of the Authority
The authority proclaims to the company as follows:
a. The authority is an organization formed and established on the Nepal Electricity Authority Act.
2041, and this organization has authority to have signature being the first party on this
agreement and it also shall possess all the required rights and authority to give and take to
this agreement.
b. The authority has right to prepare this agreement and to perform all the processes to this
agreement, and for which the required procedures shall have been accomplished.
c. This agreement is legitimately lawful, and the prescribed matters shall be mandatory to the
authority.
d. There are no cases issued in any court or concerned governmental authorities or on the on
the attribution in the name of the authority to have adversely direct effect on this agreement.
e. All the documents submitted by the authority to have this agreement are authentic and true.
26. Proclamation of the Company

The company proclaims to the Authority as follows:
a. The Company is an organization formed and established on the Company Act 2053, and this
company shall have authority to have signature being the first party on this agreement and it
also shall possess all the required rights and authority to give and take to this agreement.
b. The company has right to prepare this agreement and to perform all the processes to this
agreement, and for which the required procedures shall have been accomplished.
c. This agreement is legitimately lawful, and the prescribed matters shall have to be mandatory
to the company.
d. There are no cases issued in any court or concerned governmental authorities or on the on
the attribution in the name of the company to have adversely direct effect on this agreement.
e. All the documents that are submitted to have this agreement by the company are authentic
and true.
27. Insurance
1. Before the commercial operation date, the following items has to be insurance by the company:
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a. All the risky things of the contractor.
b. Responsibility of the third parties.
c. The amount to compensate workers and staffs and related other amount.
d. Other insurances to be done according to the existing law of the Nepal Government.
2. The company has to do the insurance of the project as mentioned below:
a. Construction of the project, machines and equipment or devices not making less than the
cost of restructuring value.
b. Responsibility of the third parties.
c. The amount to compensate workers and staffs and related other amount.
d. Other insurances to be done according to the existing law of the Nepal Government.
28. Submission of the Insurance-Certificate

The company has to submit insurance and renewed copy of the insurance certificate to the
authority within a month of every fiscal year is over as stated in clause 27.
29. Solution of Dispute

29.1. In between the company and the authority if there is any dispute on the provisions written
in this agreement and there is no solution from the coordination committee, to solve
such dispute legally by mutual understanding both parties shall appoint one
representative from each party.
29.2. If the representative as appointed by 29.1, cannot solve the dispute within the 30 (thirty)
days by the date they start discussion, such dispute shall be submitted to the executive
chiefs of both parties. If the dispute is submitted to the chiefs, they shall solve the dispute
within 45 (forty-five) days by the date of its submission. If there is no solution of the
dispute, within 60 (sixty) days or during the time period of the mutual understanding
solution of the representative, any one of the party can inform in written and submit the
subject of the dispute for the negotiation.
29.3. Both of the parties agree to solve the dispute appeared in the implementation of this
agreement shall have effective solution lawfully and positively. Also, both of the parties
agree that all the records, information and data shall be made obtainable.
30. Negotiation
If the dispute cannot be solved as mentioned in clause 29, it shall be solved under the negotiation
act of Nepal as per existing time. To have the negotiation, both parties shall appoint one
representative each, and from the both appointed representatives, one shall be the chief of the
negotiation committee consist of three members. For the member of the negotiation committee, it
is impossible to be the member from the person, who is a staff, councilor, and agent of any
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parties, or who is selfishly- interested to the dispute for one’s personal benefit. The remuneration
of the representative shall be paid by the concerned party itself, but for the remuneration of the
chief negotiator and the administrative cost shall be shared by the both parties in prorata basis.
The office of the negotiator shall be located in Kathmandu.
31. Implementing Law

This agreement shall be implemented pursuant to existing law of Nepal, and the explanation and
implementation of the agreement shall also be pursuant to the law of Nepal.
32. Amendment of the Agreement

This agreement shall only be amended in written mutual understanding of the both parties.
33. Annual Report

The company shall submit the copies of audited annual account report along with the fiscal
annual reports to the authority annually.
34. Transference of the Agreement

34.1. The company can take loan from the banks or from the financial institution for the construction of
the project. After taking loan from the banks or from the financial institution for the construction of
the project, if there is any condition that the banks or and the financial institutions request rights
or responsibilities of the company to be transferred in their names due to the company’s default to
accomplish the commitments as mentioned in the agreement the authority shall transfer the rights
and responsibilities to the names of the bank and the financial institution.
34.2. In the condition of transference of the rights and responsibilities of the company to the names of
the bank and the financial institution, the bank and institution having transferred right and
responsibilities shall transfer to any third persons or organizations or companies after the consent
of the authority. But the authority shall not be obliged to accept the request of the transference by
the bank or the institution, if there be law suit with the authority or if the authority has kept in the
blacklist or if there is cause of conduct.
34.3. As this agreement, on the condition of transference of the rights and responsibilities of the
company to any third persons or organizations or companies, to such third persons or
organizations or companies, being in the provisions and process as in the agreement before the
transference, the authority shall deal by making a new agreement. The procedures after such
agreement shall be according to the new agreement. But to have such agreement there shall
have no obstruction to change any condition or procurement in the consent of the both parties.
34.4. In the condition of taking loan by the company to construct the project, if the bank and the
financial institution request to pay the main principle and its interest or any amount them for the
loan taken by the company to construct the project, according to this agreement, the authority can
pay the amount directly to the name of the leading bank or institution by deducting from the
obtainable amount of the company.
34.5. According to this agreement in the condition of the transference into the name of the bank or
financial institution, or in the request of the bank or financial institution, or agreement of
transference in the third parties’ person, organization or companies, the company shall not be
free from the responsibilities that are in the agreement afore- transference.
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35. Performances in Good Faith

35.1 For the implementation of this agreement and regarding to accomplish other necessary
performances to achieve the objectives of the agreement, both parties shall have good faith
to each other self-confidently.
35.2 Both of the parties have realized that there might have an unforeseen situation
undertaken. In case of such stagnant situation in this agreement, both of the parties shall
have good faith effort for having prompt decision further.
36. The Observation of Authority
The authority providing prior notice, and not hampering security and daily work can observe or
can cause observe the management of construction, generation and operation of the project.
37. Confidentiality
Being under the existing law, without consent of the both parties, this power purchase agreement
and the credentials which are being given and taken shall not be explained or informed but shall
be kept confidential.
38. Miscellaneous
38.1 . The Company shall have entire responsibility for construction and operation of the
project.
38.2 . For the period of financial closure of the project the company has to arrange the
financial closure Date within the 6 (six) months from the date of this agreement. If the
arrangement of the financial closure date is not be informed in written with details to the
authority as in the prescribed period, this agreement shall be repealed, and according to
clause 38.15 the performance guarantee shall be forfeited. But if the time of the financial
management has been expanded by the decisions of the Government of Nepal, the time
limitation of this agreement also shall be expanded as in the decision.
38.3 . If the company is terminated before the time of commercial operation date, the
performance guarantee that is paid from the company to the authority on the process of
this agreement shall be forfeited. ‘
38.4 . If the authority wants to deliver its power by installing it’s transformer in load center that
is close to the switchboard, for that the company has to avail the enquired support to the
authority. For such delivered power, the authority shall pay the amount to the company as
prescribed in clause 12 and 13.
38.5 . The company shall submit the progress report to the authority at least once quarterly.
38.6 . The authority shall not be obliged to purchase or take the burden to operate the project
if the company fails to operate the project or if it fails to generate the power due to its
incompetence.
38.7 . The company itself shall be obliged to pay the royalty, taxes and any other expenses as
per the existing rules of the Government of Nepal for power generation, and purchase and
sale of it.
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38.8 . In the construction process of project and during the process of maintenances of the
project if there is any damage due to natural disaster, all the responsibilities shall be
entitled to the company itself.
38.9 . The company has to take license, permissions and renewed them as per the rules of the
Nepal Government for keeping everything up to date. If the help of the authority is required
to obtain such license or approvals, the authority shall assist the company or shall make
the support available.
38.10 Without keeping different opinions with the provisions of this agreement, the
procedures and the connection agreement that shall be carried on by the both sides of the
parties shall be performed pursuant to the connection agreements respectively.
38.11 After having prior permission from the concerned departments of the authority as
in connection agreement and interconnection facilities, the performance of work shall be
accomplished i.e. the civil construction and installation, specification of electrical
equipment and drawing connection agreement.
Likewise, the company shall be obliged to pay the entire costs required to make the
facilities available for the power energy generated from the project to the authority as per
the provisions of agreement connections, to have had construction of transmission facilities
and for its …….
38.12 Except it is prescribed something else in the provisions of this agreement, the
company shall perform continuously its work of delivering the power constantly after
generating the standard power from the project.
38.13 The authority shall send its engineers/ staffs for especial trail observation to the
producer’s factory or laboratory for examining the major equipment of the project. The
company has to manage the required cost and allowance of the employed staffs for the
observation.
38.14 According to the provision of this agreement, the company, for providing notice to
the authority, it has to address the executive director compulsorily sending information for
reference to the electricity commercial department and Nepal Electricity Authority.
38.15 The authority has to release the unrestricted performance guarantee (the amount
to be altogether by six hundred per kilowatt), the amount the company shall be handed
over to the authority for performance guarantee by the time duration 90 (ninety) days after
the required commercial operation date, if the construction progress is 50% or above in
the site of the construction.
If the site of the construction by the required commercial date is less than 50 percent the
amount for performance guarantee shall be forfeited. If the agreement is repealed due to
the cause of the company before the commercial operation, or the situation is appeared as
in clause 38.2 or 38.3 the bank amount of performance shall be forfeited too.
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38.16 The required procedures and process to evaluate the progress of project’s
construction as prescribed in clause 38.15 shall be according to the decisions of the
coordination committee.
38.17 The company has to install including minimum two core CT and PT
In unit metering point for the main meter and check meter.
38.18 During in entire period of agreement only once and after starting the commercial
operation date within five years, in the request of promoting company not excessing more
from the installed capacity as mentioned on schedule-2, table-2, only in monthly average
solar insolation data, the contact energy of every month can be increase or decrease in
the consent of both parties. For this purpose, the company after installing meterological
station in the project location, the solar insolation data in the daily basis, every month
continuously for 2 years it shall be paid to the authority. But, although the contract energy
is amended, in the completion of 10 years and 25 years of the commercial operation date,
the contract energy shall not be less than 90% and 80% respectively.
38.19 The power factor of energy that is supplied on the delivery point of the project
must be within 0.8 lag/0.95 lead.
38.20 The DC Current Full Load current in the delivery point of the project shall be less
than 0.5% or 5mA or less than 5mA.
38.21 In the current that has to be obtained by the project, the flicker is in the following
IEC Standard.

˃ 16 A 61000-3-3
˂16 A 61000-3-11
38.22 a) The energy obtaining from the project shall be Pure Sinusoidal
Waveform
b) In the current and voltage waveform the maximum waveform distortion, IEEE
shall be as 519 standards.
c) Phase Voltage Unbalance must be less than 1%
38.23 The promoter in the condition of not flowing energy in the degree of the authority
to make the solar project automatically isolate, the required protective technology has to
be installed. If the project failed to make automatically isolated and if any accident takes
place the project shall be responsible and if the compensation has to be paid, the project
shall be paid the compensation to the concerned ones.
38.24 The current of the project by the completion of 10 years and 25 years of the
commercial operation date (COD), the quantity of contract energy shall not be less than
90% and 80% respectively.
38.25 Clean Development Mechanism (CDM) Benefit
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a). The promoter company shall be encouraged with the required research
programs for the carbon finance in the project. For that the authority shall assist
with the required support.
b) The preparation of required credentials and fees the promoter itself shall be
obliged to bear.
c) The promoter company shall inform the authority about the CDM benefit claim.
The income amount of the project shared in the ratio of 75:25 in between
authority and the project for the carbon credit shall be received by the authority.
38.26 The generation license received by the company shall be submitted to the
authority by the company within the 9 (nine) months from the date of signatories to Power
Purchase Agreement.
a). The Power Purchase Agreement shall be effective from the date of generation
license that is legally received form the concerned authority be submitted to the
authority by the company.
b) In the period as mentioned above in reference (a), if the company cannot

submit the generation license to the authority the Power Purchase Agreement
shall be repealed and on the base of it the preference guarantee also shall be
forfeited.
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39. Contact Address
When one party contacts to the next one, the following address has to be used. If the address is changed
due to some reason, the information shall be provided within 15 days.
The Executive Director (Name of the Company)
Nepal Electricity Authority Address of the office
Darbar Marg, Kathmandu. Contact No.
Post Box No. 10020 Tel. No. 4153007
This agreement shall be taken place between two parties’ authority officers’ signatories in acquaintance
of the following witnesses (date of signature) in Nepal Electricity Authority, Darbar Marg, Kathmandu.
From the side of Nepal Electricity Authority From the side of the (company)
Name: Name:
Designation: Designation:
Signature: Signature:
Date: Date:
Witness: Witness
Name: Name:
Designation: Designation:
Signature: Signature:
Date: Date:
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Name of Project
SCHEDULE 1
Salient Features of the Project
Name of Project
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Name of Project
SCHEDULE 2
Power and Energy Table
Table I
Installed Capacity (kW): Combined Soiling and Shading Loss (%):
Rating of Solar Module (kWp) : Average Monthly Temperature Loss (%):
Area of Each Module(m2) : DC Cable Loss (%):
Total Solar Panel Area (m2): Inverter Efficiency (ηInv%):
Total Number of Modules : AC Cable Loss (%):
Module Efficiency (ηM%): Transformer Efficiency (ηTr%):
Monthly Outage (%)[MO%]: Coefficient of Loss (CoL):
Annual Power Degradation First Year (ηd%): Transmission Line Loss (%) [TLL%]:
Annual Power Degradation Second Year (ηd%):
Maximum power at PCC* in kWac:
Page-26
Table II
Total Daily Net Energy Energy

Monthly Solar Energy Monthly Available at Internal Available at Transmission Outage Monthly
Months as Average Panel Generated Energy Transformer Consumption Transformer Line Loss Contract
per Nepali No. of Solar Area from Solar Generated Secondary Secondary Side Energy
Calender Days Insolation Plant Side
(kWh/m2/ (m2) (kWh) (kWh) (kWh) (kW (kWh) (kWh) (kWh) (kWh)
day) h)
D=C*No. I=G*M
A B C=A*B*ηM of Days E=D*CoL F G=E-F H=G*TLL% O J=G-H-I
%
Baisakh 31
Jestha 31
Asadh 32
Shrawan 31
Bhadra 31
Ashwin 31
Kartik 30
Mangsir 29
Poush 30
Magh 29
Falgun 30
Chaitra 30
365
Note:
1) If the number of days in any Contract month is different than that mentioned in Table II then,
Contract energy in any Contract Month shall be calculated on Prorata basis to the number of Days.
2) During in entire period of agreement only once and after starting the commercial operation date
within five years, in the request of promoting company not excessing more from the installed
capacity as mentioned on schedule-2, table-2, only in monthly average solar insolation data, the
contact energy of every month can be increase or decrease in the consent of both parties. For this
purpose, the company after installing meteorological station in the project location, the solar
insolation data in the daily basis, every month continuously for 2 years it shall be paid to the
authority.
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SCHEDULE 3
Formula of settling compensation for Clause. 10.1
NEA shall pay compensation to the Company pursuant to Article 10.1 subject to the conditions
specified herein and in accordance with the following formula:
Compensation Amount (Rs.) =Undelivered Energy  Purchase Price  0.75
Purchase Price is defined in Article 1.
‘Undelivered Energy’ shall be calculated differently for the case of Forced Outage and for Non-
dispatch case as given hereunder:
Case I: Forced Outage of NEA line(s) occurs which prevent the Project from generating &
delivering according to the Available Capacity:
UE i * PTi )
to the extent that
(ME+UE) is equal to or less than 80% of the smaller of Contract Energy and the energy
according to Availability Declaration for the Month;
Where,
UC = Undelivered Capacity (kW) = Available Capacity – Capacity Delivered
= 0, if negative.
ME = Energy delivered by Company as recorded by the Meter

UE = Undelivered Energy (in the Month) in kWh;
n = Number of Forced Outage in the Month;

PT = Prorated Time in Hours;
Case II: NEA issue Dispatch Instructions to Project to generated less than the Available Capacity:
UE i * PTi ) i
Page-28
where,
UC=(Available Capacity -the greater of capacity Dispatched and Capacity Delivered)
Notwithstanding the provisions under both cases given above in this Schedule, Compensation
Amount shall be considered equal to zero if and so long as the following conditions hold true:
-the cumulative of PT (Prorated Time) is equal to or less than ‘N’ hours in the Fiscal
Year, where N= 144;
⎯ the dispatched and delivered energy in the month is equal to or greater than 100% of the smaller of
Contract Energy and the energy according to Availability Declaration for the Month. In such event,
Forced Outage Hours and Non-Dispatched Hours shall be considered as zero.
Furthermore, the reduction in the delivery of power from the Project shall not be considered for
calculation of Compensation Amount if and as long as such reduction is caused by Force Majeure
Event or Scheduled Outage or by Company or by Company’s contractors;
‘Available Capacity’ is defined in Article 1.
‘Nondispatched Hours’ shall mean the duration in hours for which the Project is required to
generate power less than the Available Capacity pursuant to a Dispatch Instruction.
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Name of Project
SCHEDULE 4
Project Construction Schedule
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Name of Project
SCHEDULE 5
Project Location Map
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Name of Project
SCHEDULE 6
Interconnection Facilities Single Line Diagram
Page-32
Section 8 – Draft VGF Securitization Agreement 8-1
DRAFT VGF SECURITIZATION AGREEMENT
ICB NO. _________ DATE:_________________
NAME OF SOLAR DEVELOPER COMPANY :-------------------------------
REGISTERED ADDRESS OF THE :-------------------------------

SOLAR DEVELOPER COMPANY -------------------------------
-------------------------------
PROJECT NAME /LOCATION : -------------------------------
PROJECT CAPACITY : ------------------------MW
PROJECT ADDRESS : -----------------------------
NRs. ___________ (in

VGF AMOUNT : figures)
: (------------------------ in words)
NEA
(Official Address)………………………..
Tel No. ………………………. Fax No. ……..,…………
Email – _______________
1
Section 8 – VGF Securitization Agreement
Table of Contents
VGF SECURITIZATION AGREEMENT................................................................................. 3

ARTICLE 1: DEFINITION AND INTERPRETATION ............................................................. 4
ARTICLE 2: AGREEMENT AND TERMS OF VGF ............................................................... 7
ARTICLE 3: CREATION OF CHARGE TO SECURITIZE VGF ............................................. 9
ARTICLE 4: EVENTS OF DEFAULT AND TERMINATION ................................................. 10
ARTICLE 5:INSPECTION OF SITE / WORKS AND PROGRESS REPORTING ................. 13
ARTICLE 6: INSURANCE OF CHARGED PROPERTIES ................................................... 14
ARTICLE 7: INSPECTION OF BOOKS OF ACCOUNTS ETC. ........................................... 15
ARTICLE 8: SDC'S WARRANTIES / GUARANTEES ......................................................... 16
ARTICLE 9: WAIVER .......................................................................................................... 17
ARTICLE 10: MISCELLANEOUS ........................................................................................ 18
ARTICLE 11: SPECIAL CONDITIONS ................................................................................ 20
ARTICLE 12: EFFECTIVE DATE OF AGREEMENT ........................................................... 22
2
VGF SECURITIZATION AGREEMENT
THIS VGF SECURITIZATION AGREEMENT is made and executed at ……… on ________

____ day of ____________ ….. AD between__________________________ Limited, a Company
within the meaning of the Companies Act, ……., as applicable and having its Registered office at
_________________________________________________________________________,
hereinafter called the Solar Developer Company ("SDC") (which expression shall unless excluded by
or repugnant to the context or meaning thereof be deemed to include its successors and assigns) as
the First Part
AND
Nepal Electricity Authority, a Company incorporated under the Nepal Electricity Authority Act
1985 AD, having its registered office at ………….., Kathmandu, Nepal (hereinafter referred to as
“NEA”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to
include its successors and assigns) as a Party of the Second Part.
The SDC and NEA are individually referred to as ‘Party’ and collectively referred to as ‘Parties’.
Whereas:
A. Whereas Utility Scale Gridtied Solar PV Project (“USGSP”), on behalf of “NEA” invited
interested Proposers under VGF model to participate in the bidding process for selection of
Proposer for setting up of Grid Connect Solar PV Projects (“Projects”) through Tariff Based
Competitive Bidding Process;
B. Whereas, NEA shall procure power to be generated from these r Projects;
C. Whereas, the successful Proposer shall develop the Projects on Build-Own-Operate (BOO)
basis and generate power and sell to NEA as per the terms and conditions of RfP
Documents No. …….. dated …… including its amendments;
D. Whereas the SDC has been declared as a Successful Bidder in the bid process against the
above mentioned RfP Documents and have been awarded Contract dated[Insert date] for
setting up Project based on
Photo Voltaic technology of …… [Insert Contracted Capacity] MW capacity
at………..[Insert Location] and connected to…… (Inset the name of the Substation);
E. Whereas the SDC and NEA have also signed a Power Purchase Agreement (PPA) dated
[Insert date of PPA] to supply power by SDC to NEA from the Project for a period of twenty
five (25) years as per terms and conditions specified in the PPA;
F. Whereas pursuant to the award of Contract and signing of PPA and upon successful
commissioning of the Project, the SDC would be eligible to receive VGF support
amounting to maximum Rs. [Insert VGF Amount in figures](Insert VGF Amount in
Words), which shall be released by NEA, provided the Project meets the generation
requirements as per Article 2.2 (c) of this Agreement & the SDC fulfils other terms &
conditions as indicated hereinafter and in the RfP Documents and:
G. Whereas NEA and SDC have also signed a Connection Agreement (CA) dated (Insert date
of CA) for a period of twenty five years as per terms and conditions specified in the CA.
3
IN CONSIDERATION OF THE PREMISES AND COVENANTS HEREIN

CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1: DEFINITION AND INTERPRETATION
1.1. Definitions:
In this Agreement unless the context otherwise requires:
(a) “Agreement” or "VGF Securitization Agreement" means this particular VGF

Securitization Agreement and includes all schedules and all amendments and
documents supplemental or incidental to the VGF Securitization Agreement entered by
NEA with the SDC for creation of charges on the Power Project of the SDC;
(b) “Commissioning” shall mean commissioning as defined in the PPA;
(c) “Commercial Operation Date” or “COD” shall mean the actual commissioning date of
the full capacity of the Power Project where upon the SDC starts injecting power from
the Power Project to the Delivery Point;
(d) “Contracted Capacity” shall mean ……[Insert capacity] MW contracted with

NEA for supply by the SDC to NEA at the Delivery Point from the Solar Power Project;
(e) “CUF” means Capacity Utilization Factor as defined in the PPA;
(f) “Contract” means Letter No. _______________________________________dated

_____________issued by NEA to the SDC for award of the Project;
(i) “Consultation Period” shall mean the period of sixty (60) days or such other longer
period as the Parties may agree, commencing from the date of issuance of Preliminary
Default Notice as provided in Article 4.3 of this Agreement, for consultation between
the Parties to mitigate the consequence of the relevant event having regard to all the
circumstances;
(j) “Delivery Point” means delivery point as defined in the PPA;
(k) “Financing Agreements” shall mean the agreements pursuant to which the SDC has
got financing for the Project including the loan agreements, VGF Securitization
Agreement, security documents, notes, indentures, security agreements, letters of
credit and other documents, as may be amended, modified, or replaced from time to
time, but without in anyway increasing the liabilities of NEA;
(l) “Lender” or “Lending Institution” means banks, financial institution or any other
financial institution who lends funds to the SDC for execution and development of the
Project;
(m) "Project" or “Power Project” shall mean Project of Contracted Capacity of

………..[Insert capacity] MW, located at …………….
[Insert name of the place] in …. [Insert name of the District and State] and connected
to….. (Insert the name of the Substation) for which PPA and this agreement has been
contracted by NEA with SDC;
4
(n) “Project Assets” means all immovable and movable assets created by the SDC for the
construction and operation of the Project within the Project premises and power
evacuation system including transmission line and the metering system till the Delivery
Point on which the charge of term loan lenders shall be created by the SDC.
(l) “Power Purchase Agreement” or “PPA” shall mean the Power Purchase Agreement
signed between NEA and the SDC for procurement of -----MW [Insert Contracted
Capacity] Solar Power by NEA from the SDC and provided in Section 7 of this RfP
documents ;
(m) “RfP” or “Request for Proposal” means the bidding document

………….. dated …… including its amendments issued by NEA to prospective
proposers;
(o) "VGF" means the Viability Gap Funding amount specified in Article 2.1 (a) of this
Agreement and;
(q) "VGF disbursement schedule" means the disbursement schedule of VGF Amount as
provided in Article 2.1 (b) of the Agreement.
1.2. Interpretation:
Save where the contrary is indicated, any reference in this Agreement to
(a) All the terms and expressions in capitalized form not defined herein in this Agreement
shall have meaning as provided therein in the RfP documents (including the PPA).
(b) This Agreement itself or any other agreement or document shall be construed as
a reference to this or to such other agreement or document as it may have been, or
may from time to time be, amended, varied, novated, replaced or supplemented; and
shall be construed as including a reference to its Schedules and/or Appendices and/or
Annexures;
(c) An "Article", a "Recital", a "Schedule” and a “paragraph / clause" shall be construed as

a reference to an Article, a Recital, a Schedule and a paragraph/clause respectively of
this Agreement;
(d) An "encumbrance" shall be construed as a reference to a mortgage, charge, pledge,

lien or other encumbrance securing any obligation of any person or any other type of
preferential arrangement (including, without limitation, title transfer and retention
arrangements) having a similar effect;
(e) A "person" shall be construed as a reference to any person, firm, company, corporation,
society, trust, government, state or agency of a state or any association or partnership
(whether or not having separate legal personality) of two or more of the above and a
person shall be construed as including a reference to its successors, permitted
transferees and permitted assigns in accordance with their respective interests;
(g) The "winding-up", "dissolution", "insolvency", or "reorganization" of a company or

corporation shall be construed so as to include any equivalent or analogous
proceedings under the Law of the jurisdiction in which such company or corporation is
incorporated or any jurisdiction in which such company or corporation carries on
5
business including the seeking of liquidation, winding-up, reorganization, dissolution,

arrangement, protection or relief of debtors;
(h) Words importing singular number shall be deemed to include plural number and vice
versa.
(i) A Law shall be construed as a reference to such Law including its amendments or re-
enactments from time to time;
(j) A time of day shall, save as otherwise provided in any agreement or document be
construed as a reference to Nepali Standard Time;
(k) Different parts of this Agreement are to be taken as mutually explanatory and
supplementary to each other and if there is any inconsistency between or among the
parts of this Agreement, they shall be interpreted in a harmonious manner so as to give
effect to each part;
(l) The tables of contents and any headings or sub-headings in this Agreement have been
inserted for ease of reference only and shall not affect the interpretation of this
Agreement;
(m) All interest, if applicable and payable under this Agreement, shall accrue from day to
day and be calculated on the basis of a year of three hundred and sixty-five (365) days;
(n) The words “hereof” or “herein”, if and when used in this Agreement shall mean a
reference to this Agreement;
(q) The terms “including” or “including without limitation” shall mean that any list of
examples following such term shall in no way restrict or limit the generality of the word
or provision in respect of which such examples are provided;
(r) “Good title” means that the SDC is rightful owner and is in peaceful possession of the
land as per the revenue record and that the SDC shall also have proper authority to
work on land (including construction) for a term of 25 years, by way of requisite
approval from the appropriate authority/ies.
6
ARTICLE 2: AGREEMENT AND TERMS OF VGF
2.1 Amount and Disbursement of VGF
(a) The SDC is eligible to receive VGF support amounting to maximum of Rs. ---- [in
figures] (-------in words) subject to the compliance of terms and conditions as detailed in
Article 2.2 hereinafter.
(b) The above indicated VGF will be released in three years as follows:
2020 1st Year from the COD (Tariff-6.60)*(Contracted Capacity*8760*18%)/1000

2021 2nd Year from the COD (Tariff-6.60)*(Contracted Capacity*8760*18%)/1000
2022 3rd Year from the COD (Tariff-6.60)*(Contracted Capacity*8760*18%)/1000
(c) As per the terms and conditions of the RfP Documents and this Agreement, the VGF
shall be released by NEA, subject to creation of the security by way of charge in favor
of NEA on the assets of the Project in terms of Article 3 hereof and extension of any
other security stipulated by the Lender of the Project in relation to the Project, if any, to
establish, operate, maintain, generate and sell power from the Project for the entire
period of 25 years at fixed tariff as per the PPA,
2.2 Conditions to be Fulfilled for Disbursement of VGF
(a) First installment of VGF amount indicated in Article 2.1 (b) above shall be released at a
date not earlier than three (3) months from the Scheduled Commissioning Date as per
the PPA subject to fulfillment of the following conditions:
i) Successful commissioning of the full capacity of the Project as per the provisions of
the PPA. A duly constituted Committee will physically inspect and certify satisfactory
commissioning of the Project.
ii) Creation of charge in line with Article 3.0 of this Agreement, including registration of
the same with the Registrar of Companies (ROC).
iii) The SDC shall furnish financing documents (including financing agreements) to NEA
and;
iv) Demonstration of infusion of cumulative capital in the form of equity for an amount of
atleast NRs 20 Million/MW.
(b) VGF shall be released progressively over the three (3) years as indicated in Article 2.1
(b) above subject to the Project meeting requirements of the Project Performance in
line with Clause 2.2 (c) below and provided that no event of default as per terms and
conditions of the PPA, and VGF Securitization Agreement has occurred or such event
of default has been waived by NEA or cured / remedied by the SDC in accordance with
the PPA and this Agreement as the case may be,.
(c) The SDC shall maintain generation so as to achieve annual CUF of minimum of 18%
for the term of the PPA.
7
(d) VGF Disbursement Procedure
i) The SDC shall deliver to NEA a request for VGF Disbursement not less than (15)
days from the proposed first VGF disbursement date and NEA shall confirm that all
the conditions precedent to VGF Disbursement under Article 2.22.2 has been fulfilled;
ii) The SDC shall provide a Chartered Accountant’s Certificate towards equity
commitment certifying that the minimum required equity contribution has been made;
iii) The SDC shall provide a Certificate from Company Secretary annually until and
including 2023 AD; indicating share holding pattern of the company to establish
maintenance of the controlling shareholding in the Company/Consortium developing
the Project. The controlling shareholding shall mean not less than 51% of the voting
rights and paid-up share capital (including fully, compulsory and mandatory
convertible Preference shares/Debentures) and
iv) The SDC shall furnish a “No Default Certificate” from its term loan lenders / lending
institution (if applicable);
8
ARTICLE 3: CREATION OF CHARGE TO SECURITIZE VGF
3.1 The SDC shall create a charge in favor of NEA in following manner:-
(a) Term loan Lender or Lending Institution (if any) will have first charge on the Project
Assets and the SDC shall create charge according to the requirement laid down by term
loan Lender or Lending Institution. The SDC shall create second charge along with the
first charge of term loan Lender or Lending Institution on the same Project Assets (save
and except book debts) by way of mortgage/ hypothecation in favor of NEA to securitize
the sanctioned VGF amount.
(b) In the absence of any charge in favor of term loan Lender or Lending Institution, NEA
will have the first charge on the Project Assets of the value of 110% of the VGF Amount
(provided under the Article 2.1 (b) above. The order of preference of project assets for
charge creation in favor of NEA for securing value of 110% of the sanctioned VGF
amount shall be project land, PV modules and any other project equipment
respectively.
(c) Notwithstanding as provided in 3.1 (b) herein above, NEA hereby undertake to cede its
first charge and accept second charge over the project assets upon the SDC availing
finance from term loan Lender or Lending Institution (if any) after the COD. NEA shall
have no-objection in creating first charge over Project Assets in favor of term loan
Lender or Lending Institution as per their requirement by SDC).
(d) any other security as the term Lender(s) of the Project may stipulate.
3.2 Notwithstanding, the SDC taking Loans from any Lender/Lending Institution subject to the
SDC bringing minimum NRs.20 Million per MW as Equity contribution, the mortgage /
hypothecation and all other securities/charges stipulated above, shall rank the charges
created/to be created in favor of NEA subordinate (as a second charge holder) to term loan
Lending Institutions (if any).
3.3 The SDC shall make out a good title to its moveable and immovable properties including
Project Assets and comply with all such formalities as may be necessary or required for the
said purposes.
9
ARTICLE 4: EVENTS OF DEFAULT AND TERMINATION
4.1 Event of Default: The following shall constitute an Event of Default:

(a) If the Project fails to generate any power continuously for 1 year any time during the
term of the PPA or
(b) If the Project is dismantled and / or its major assets (the Project components such as
Solar PV modules, Inverters, Power Conditioning Units, Module Mounting Structures,
Grid Interconnecting Transformers, Control, Protection and Metering equipment
including switchgear equipment etc.) are sold by SDC during the term of the PPA
except for replacement of any equipment including the major assets of the Project
during the term of the PPA without diluting the charge of NEA over such asset or
(c) If it is found at any stage that SDC has misrepresented the facts/ information to meet
the eligibility conditions stipulated in RfP document issued by NEA or
(d) If SDC defaults any terms and conditions of Loan documents and the Lender takes any
step for recovery, including for winding up of SDC or
(e) If (i) SDC becomes voluntarily or involuntarily the subject of any bankruptcy or
insolvency or winding up proceedings and such proceedings remain uncontested for a
period of thirty (30) days, or (ii) any winding up or bankruptcy or insolvency order is
passed against SDC, or (iii) SDC goes into liquidation or dissolution or has a receiver or
any similar officer appointed to manage its affairs pursuant to Law or
(f) If SDC fails to maintain its Controlling Shareholding represented to NEA at the time of
signing of PPA up to a period of five (5) year after the COD of the Project i.e. 30th June
2025 in violation of PPA or
(g) If any attachment or distraint is levied on the mortgaged/charged property or any part
thereof and/or proceedings are taken or commenced for recovery of any dues from the
SDC or
(h) If during subsistence of this Agreement, SDC fails to comply with the applicable law in
relation to the Project provided that such non-compliance results in revocation or
reversal of any consent or approval obtained by SDC in relation to the Project.
4.2 Remedies and Recovery of VGF in the Event of Default:
(a) Upon occurrence of any Event of Default mentioned in Article 4.1 herein above, NEA
shall have the right to refund by the SDC of VGF and if any or all part of the refund is
not paid by SDC, then a claim on the Project Assets (irrespective of the book value of
the Project Assets available in SDC’s book of accounts) equal to the value of VGF
released on pro-rata basis as specified hereunder:
i) Up to end of 5th years from the COD- amount equal to the full value of VGF disbursed
shall be recovered;
ii) From 6th year and up to 25th year (20 years) from the COD - amount equal to the
following percentage of full VGF disbursed shall be recovered-
10
Year of Default NEA’s Right on VGF

(% of VGF Paid)
5-6 year :90%
6-7 year : 80%
7-8 year : 70%
8-9 year : 60%
9-10 year : 50%
10-11 year : 40%
11-12 year : 30%
12-13 year : 25%
13-14 year : 23%
14-15 year : 21%
15-16 year : 19%
16-17 year : 17%
17-18 year : 15%
18-19 year : 13%
19-20 year : 11%
20-21 year : 9%
21-22 year : 7%
22-23 year : 5%
23-24 year : 3%
24-25 year : 1%
(b) In case the Lender or the Lending Institution exercises its right to step in or take over
the Project, NEA will also have right to step in along with the Lender or the Lending
Institution to reclaim VGF in accordance with sub-clause 4.2 (a) above or handover the
Project to another party for operation of the Project, provided that any substitution of
SDC under this Agreement can only be made with the condition that the substituted
SDC meets the eligibility requirements of Request for Proposal (RfP) issued by NEA
and accepts and honor all the terms and conditions of PPA and this Agreement signed
by SPD with NEA.
4.3 Consequences and Procedure for cases of Event of Default
(a) Upon the occurrence and continuation of any Event of Default under Clause 4.1 (except
sub-clause 4.1 (a)) for a period of Thirty (30) days and provided such event of default
has not been cured / remedied in accordance with this Agreement, NEA with consent of
term loan Lending Institutions (if any) shall have the right to deliver to SDC, with a copy
to the representative of the lenders to the SDC with whom SDC has executed the
Financing Agreements, a notice stating its intention to terminate this Agreement (NEA
Preliminary Default Notice), which shall specify in reasonable detail, the circumstances
giving rise to the issue of such notice.
(b) Within a period of seven (7) days following the expiry of the Consultation Period unless
the Parties shall have otherwise agreed to the contrary or the Event of Default giving
rise to the Consultation Period shall have ceased to exist or shall have been remedied,
NEA may terminate this Agreement by giving a written Termination Notice of thirty (30)
days to SDC. However, upon occurrence of an Event of Default as per Clause 4.1 (a),
NEA may terminate this Agreement within seven (7) days of written Termination Notice.
11
(c) Subject to the terms of this Agreement, upon occurrence of an Event of Default under
this Agreement, NEA, by a written notice to SDC, will declare a percentage of the
amount of the VGF released to SDC, depending on the year in which such Event of
Default occurs after the COD, as detailed in Clause 4.2, and other monies to be
payable by SDC and upon such declaration, the same shall become due and payable to
NEA by SDC with the period prescribed in the Notice which period shall in no event be
less than thirty (30) days.
(d) Upon failure of SDC to pay the entire declared due amount, within the period prescribed
by NEA in its notice, NEA shall enforce the charge created in terms of Article 3.0 hereof
for the entire amount so declared (or the outstanding balance thereof). Notwithstanding
anything to the contrary contained in the Agreement, the remainder VGF amount, if any
to be paid /released by NEA shall automatically stand cancelled.
12
ARTICLE 5: INSPECTION OF SITE / WORKS AND PROGRESS REPORTING
5.1 The SDC shall ensure that the site engineers and its other employees, contractors and other
agents engaged by it on the site provide free access to and all other assistance for the
inspection of the sites and works by NEA and /or its nominee(s)/Officers and/or authorized
3rd party any time before and/or after the work is started during its execution and after the
works are completed for the entire duration of the PPA. SDC shall furnish monthly progress
report on all activities on mutually agreed format between the SDC and NEA during
construction phase upto the commissioning and throughout the term of the PPA.
13
ARTICLE 6: INSURANCE OF CHARGED PROPERTIES
6.1 SDC shall at its own expense keep the charged properties in good condition and shall take
insurance policy covering all the insurable risks against any loss or damage by theft, fire,
lightning, earthquake, explosion, riot, strike, civil commotion, tempest, flood, marine risk,
erection risk, war risk etc. The SDC shall deliver copy of the relevant policy of insurance to
NEA and maintain such insurance throughout the term of the Agreement. The policy shall be
taken with Agreed Banker’s clause providing NEA as a second charge holder. In the
absence of any charge in favor of Term Loan Lending Institution, NEA shall be the first
charge holder for such policy
6.2 The SDC agrees and undertakes that it shall not to sell, gift, lease, rent, transfer or dispose
off in any other manner, the Project during the tenure of the PPA for which VGF is being
granted except as permitted in the PPA.
14
ARTICLE 7: INSPECTION OF BOOKS OF ACCOUNTS ETC.
7.1 a) The VGF is supported by ADB, and therefore SDC shall maintain accounts and
documents related to VGF in a manner which shall meet the requirements of guidelines /
instructions issued by ADB from time to time. SDC shall permit ADB to inspect the project
site and/or SDC’s accounts, records, and other documents relating to the submission of bids
and contract performance and to have them audited by auditors appointed by ADB. SDC
shall maintain all documents and records related to the Contract for a period of three (3)
years after termination of this Agreement. SDC shall provide any documents necessary for
the investigation of allegations of fraud, collusion, coercion, or corruption and require its
employees or agents with knowledge of this Agreement to respond to questions from ADB.
b) NEA shall have the right to appoint, whenever it considers necessary, any person, firm,
company or association of persons engaged in technical, management or any other
consultancy business at its own cost to inspect and examine the working of SDC and its
Project and to report to NEA. NEA shall also have the right to appoint, whenever it considers
necessary, any auditor to examine the annual returns including balance sheets and Profit
and Loss Statements pertaining to the VGF granted under this Agreement financial or cost
accounting system and procedures adopted by the SDC at SDC’s cost for its working or as
concurrent or for conducting a special audit of SDC.
15
ARTICLE 8: SDC'S WARRANTIES / GUARANTEES
8.1 The SDC hereby warrants and undertakes to NEA as follows:-
(a) Title to the charged properties:

The SDC has good title free from any encumbrances to the properties to be charged in favor
of NEA save any charge created with Lenders for the Project. The SDC shall all the time
during the course of operation of the Project keep Project facility and Project Assets including
equipment in good order and condition and faulty/defective equipment shall be replaced
forthwith.
(b) Notice to NEA on the happening of an Event of default

If any event of default or any event which, after the notice or lapse of time or both would
constitute an event of default shall have happened, the SDC shall immediately give NEA
notice thereof in writing specifying such event of default, or such event.
(c) Expenses of Preservation of Assets of the SDC and of Collection:

All costs and expenses incurred by NEA after an Event of Default has occurred in connection
with (i) preservation of the SDC's Assets (whether now or hereafter Existing); or (ii) Collection
of amounts due under this Agreement shall be added to the dues of NEA and shall be paid by
the SDC or reimbursed by it as NEA shall specify and in default of such payment /
reimbursement interest shall be charged at the rate of 1.25% per month on the outstanding
amount calculated on a day to day basis.
16
ARTICLE 9: WAIVER
9.1 Waiver not to impair the rights of NEA:
(a) Any delay or omission in exercising any right, power, or remedy available to NEA under
the Agreement and any extension, accommodation, consent, compromise, release, or
indulgence granted or shown by NEA shall not impair such right, power or remedy nor
shall be construed as a waiver of any of the NEA's rights, powers or remedies
hereunder.
(b) Waiver by either Party of any default or breach by the other Party in the performance of
any of the provisions of this Agreement shall not be effective unless in writing duly
executed by an authorized representative of such Party.
17
ARTICLE 10: MISCELLANEOUS
10.1 Governing Law and Jurisdiction

(a) This Agreement shall be governed by and construed in accordance with the Laws of
Nepal. Any legal proceedings in respect of any matters, claims or disputes under this
Agreement shall be under the jurisdiction of appropriate courts in Nepal.
10.2 Amicable Settlement and Dispute Resolution
(a) Amicable Settlement: (i) Either Party is entitled to raise any claim, dispute or difference
of whatever nature arising under, out of or in connection with this Agreement (“Dispute”)
by giving a written notice (Dispute Notice) to the other Party, which shall contain a
description of the Dispute, the grounds for such Dispute; and all written material in
support of its claim. (ii) Within thirty (30) days of issue of Dispute Notice by any Party
pursuant to Article10.2 both Parties shall endeavor and make all efforts to amicably
settle the Dispute. (iii) If the Parties fail to resolve the Dispute amicably within thirty (30)
days from Dispute Notice from either party the Dispute shall be referred for dispute
resolution in accordance Article 10.2 (b). NEA shall address a copy of the notice
mentioned in this clause 10.2 (a) to the lenders (if any).
(b) If the Dispute arises out of or in connection with any claims as per Article 10.2 (a), such
Dispute shall be resolved by arbitration under the Nepali Arbitration and Conciliation Act,
1999 AD as under provided not settled amicably as follows:
i) The Arbitration Tribunal shall consist of three (3) Arbitrators. Each party shall appoint
one Arbitrator within 30 days of the receipt of request for settlement of dispute by
Arbitration. The two appointed Arbitrators shall within 30 days of their appointment,
appoint a third Arbitrator who shall act as presiding Arbitrator. In case the party fails to
appoint an Arbitrator within 30 days from the date of receipt of request or the two
appointed Arbitrator fails to agree on third Arbitrator within 30 days of their
appointment, the appointment of Arbitrator, as the case may be, shall be made in
accordance with the Nepali Arbitration and Conciliation Act, 1999 AD.
ii) The place of arbitration shall be Kathmandu. The language of the arbitration shall be
English.
iii) The Arbitration Tribunal’s award shall be substantiated in writing. The Arbitration
Tribunal shall also decide on the costs of the arbitration proceedings and the
allocation thereof.
iv) The provisions of this Article shall survive the termination of this Agreement for any
reason whatsoever.
v) The award shall be of majority decision. If there is no majority, the award will be given
by the presiding Arbitrator.
vi) NEA or the SDC shall be entitled to co-opt the lenders (if any) as a supporting party in
such arbitration proceedings.
10.3 All sum due and payable to NEA under this Agreement shall be paid and remitted by SDC to
NEA at its Registered Office …….. (unless otherwise directed by NEA) in proper time and the
SDC shall so arrange that the amount(s) in question is/are realizable by NEA at par in
Kathmandu.
10.4 This Agreement may only be amended or supplemented by a written agreement between the
Parties.
10.5 The invalidity or unenforceability, for any reason, of any part of this Agreement shall not
prejudice or affect the validity or enforceability of the remainder of this Agreement, unless the
part held invalid or unenforceable is fundamental to this Agreement. The Parties herein
further agree that in the event any provision is so held to be invalid, illegal or unenforceable
18
they shall substitute the same with a valid, legal and/or enforceable provision as close in
intent as possible to that held. In case the provision so affected is fundamental to the
Agreement, the Agreement may be terminated with mutual consent in writing of both the
Parties.
10.6 All agreements, correspondence and communications between the Parties relating to this
Agreement and all other documentation to be prepared and supplied under the Agreement
shall be written in English, and the Agreement shall be construed and interpreted in
accordance with English language.
10.7 If any of the agreements, correspondence, communications or documents are prepared in

any language other than English, the English translation of such agreements,
correspondence, communications or documents shall prevail in matters of interpretation.
10.8 Service of Notice:
i) Any notice to be served on the SDC shall for the purpose of these presents be deemed to be
sufficiently served, if it is left at Registered Office or Principal Office of the SDC or the project
site as mentioned in the preamble of the Agreement or at such other place where the
Registered Office or Principal Office of the SDC may for the time being be, and such notice
shall also be deemed to be properly and duly served if it is sent by registered post to the SDC
at such address as aforesaid, and such service shall be deemed to have been made at the
time at which the Registered letter would in the ordinary course be delivered even though
returned unserved on account of refusal of the SDC to accept such notice or any other reason
whatsoever.
ii) Any notice required to be served on NEA shall for the purpose of these presents be deemed to
be sufficiently served if it is delivered to NEA at its Office at Kharipati, Bhaktapur, Nepal.
10.9 Documentation Charges:
The Documentation charges paid by the SDC, if any at the time of submission of bid document
to NEA or this Agreement with NEA are not refundable under any circumstances. The SDC
shall have to bear the cost of stamp duty, registration charges and the cost, if any, incurred by
NEA for title investigation in respect of the properties to be mortgaged / charged to NEA. NEA
shall be indemnified and held harmless by the SDC against any claims that may be made
against NEA in relation to the matters set out hereinabove and also shall not be held liable for
any payment of, taxes, duties, levies and cess that are required to be paid by the SDC as per
the Law in relation to the execution of the Agreement.
10.10 The Agreement is executed at Kathmandu, and the VGF will be advanced by NEA to the
SDC and refunded by the SDC to NEA in Kathmandu.
19
ARTICLE 11: SPECIAL CONDITIONS
11.1 The VGF disbursement or the VGF to be disbursed shall also be subjected to SDC complying
with the special conditions set out below: -
(a) This agreement has been executed in duplicate and custody of the original Agreement
shall be with NEA.
11.2 Force Majeure
11.2.1 A ‘Force Majeure’ means any event or circumstance or combination of events those stated
below that wholly or partly prevents or unavoidably delays an Affected Party (i.e. NEA or the
SDC whose performance has been affected by an event of Force Majeure) in the performance
of its obligations under this Agreement, but only if and to the extent that such events or
circumstances are not within the reasonable control, directly or indirectly, of the Affected Party
and could not have been avoided if the Affected Party had taken reasonable care or complied
with prudent utility practices:
(a) Act of God, including, but not limited to lightning, drought, fire and explosion (to the
extent originating from a source external to the site), earthquake, volcanic eruption,
landslide, flood, cyclone, typhoon or tornado;
(b) Any act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, revolution, riot, insurrection, terrorist or military
action;
(c) Radioactive contamination or ionising radiation originating from a source in Nepal or

resulting from another Force Majeure Event mentioned above excluding circumstances
where the source or cause of contamination or radiation is brought or has been brought
into or near the Power Project by the Affected Party or those employed or engaged by
the Affected Party.
11.2.2 Force Majeure Exclusions : Force Majeure shall not include (i) any event or circumstance
which is within the reasonable control of the Parties and (ii) the following conditions, except to
the extent that they are consequences of an event of Force Majeure:
(a) Unavailability, late delivery, or changes in cost of the plant, machinery, equipment,
materials, spare parts or consumables for the Project;
(b) Delay in the performance of any contractor, sub-contractor or their agents;
(c) Non-performance resulting from normal wear and tear typically experienced in power
generation materials and equipment;
(d) Strikes at the facilities of the Affected Party by its personnel;
(e) Insufficiency of finances or funds or the agreement becoming onerous to perform; and
(f) Non-performance caused by, or, connected with the Affected Party’s:
(i) Negligent or intentional acts, errors or omissions;
(ii) Failure to comply with an Indian Law; or
(iii) Breach of, or default under this Agreement
20
11.2.3 Notification of Force Majeure Event:
(a) The Affected Party shall give notice to the other Party of any event of Force Majeure as
soon as reasonably practicable, but not later than seven (7) days after the date on which
such Party knew or should reasonably have known of the commencement of the event
of Force Majeure. If an event of Force Majeure results in a breakdown of
communications rendering it unreasonable to give notice within the applicable time limit
specified herein, then the Party claiming Force Majeure shall give such notice as soon
as reasonably practicable after reinstatement of communications, but not later than one
(1) day after such reinstatement.
(b) Provided that such notice shall be a pre-condition to the Affected Party’s entitlement to
claim relief under this Agreement. Such notice shall include full particulars of the event
of Force Majeure, its effects on the Party claiming relief and the remedial measures
proposed. The Affected Party shall give the other Party regular (and not less than
monthly) reports on the progress of those remedial measures and such other
information as the other Party may reasonably request about the Force Majeure Event.
(c) The Affected Party shall give notice to the other Party of (i) the cessation of the relevant
event of Force Majeure; and (ii) the cessation of the effects of such event of Force
Majeure on the performance of its rights or obligations under this Agreement, as soon
as practicable after becoming aware of each of these cessations.
11.2.4 Duty to Perform and Duty to Mitigate
(a) To the extent not prevented by a Force Majeure Event pursuant to Article 11.2, the
Affected Party shall continue to perform its obligations pursuant to this Agreement. The
Affected Party shall use its reasonable efforts to mitigate the effect of any Force Majeure
Event as soon as practicable.
11.2.5 Available Relief for a Force Majeure Event: Subject to the Article 11.2
(a) no Party shall be in breach of its obligations pursuant to this Agreement to the extent
that the performance of its obligations was prevented, hindered or delayed due to a
Force Majeure Event;
(b) for avoidance of doubt, neither Party’s obligation to make payments of money due and
payable prior to occurrence of Force Majeure events under this Agreement shall be
suspended or excused due to the occurrence of a Force Majeure Event in respect of
such Party
(c) Provided that no payments shall be made by either Party affected by a Force Majeure
Event for the period of such event on account of its inability to perform its obligations
due to such Force Majeure Events
(d) In case the occurrence or continuation of any of Force Majeure events resulting in
partial damage or total damage of the Project, SDC shall make efforts to operationalize
the Project within mutually agreed timelines. The disbursement of VGF amount shall
continue after revival of the Project by the SDC within the mutually agreed timeliness.
However, if SDC is unable to revive the Project, NEA shall have claim from the
insurance settlement of the Project as per Article 4.2 (a) of this Agreement.
21
ARTICLE 12: EFFECTIVE DATE OF AGREEMENT
12.1 Agreement to become effective from the Date of Execution:
The Agreement shall become binding on the SDC (Borrower) and NEA on and from the date of the
Agreement first above written. The term of this Agreement shall be co-terminus with the PPA.
IN WITNESS WHEREOF the Borrower has caused its Common Seal to be affixed hereto
and to a duplicate hereof on the day, month and year first hereinabove written and NEA have caused
the same and the said duplicate to be executed by the hand of Mr./Mrs.
__________________________________________________________________________
of NEA, as hereinafter appearing.
THE COMMON SEAL OF THE M/s. ______________________ Limited has pursuant to the
Resolutions of its Board of Directors passed in that behalf on the ______ day of
______________________, 201_ hereunto been affixed in the presence of Mr. /Mrs
__________________________, and Mr. / Mrs. ________________________, Directors and
Mr./ Mrs.__________________________________, Authorized Person of the Borrower who
have signed these presents in token thereof.
SIGNED AND DELIVERED BY the within named Nepal Electricity Authority by the
hand of Mr. _____________________________,
___________________________________, an authorized official of NEA.
22

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Solar IFB Final Edited-2

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Nepal Electricity Authority

Project Management Directorate

First Date of Publication: 25 April 2018

3. International Competitive Bidding (ICB) will be conducted in accordance with

Utility Scale Grid-tied Solar Project

6. To purchase the bidding documents in English, eligible bidders should:

Utility Scale Grid-tied Solar Project

Section 1 - Instructions to Proposers

1. Scope of Proposal ........................................................................................................... 3

B. Contents of RfP Documents ........................................................................................................... 6

5. Sections of RfP Documents............................................................................................ 6

C. Preparation of Proposals ................................................................................................................ 7

8. Cost of Bidding ................................................................................................................ 7

D. Submission and Opening of Proposals ....................................................................................... 11

20. Submission, Sealing, and Marking of Proposals ............................................................ 11

RfP for Procurement for Solar Power Single-Stage: Two-Envelope

24. Proposal Opening .......................................................................................................... 12

E. Evaluation and Comparison of Proposals .................................................................................. 14

25. Confidentiality ................................................................................................................ 14

37. Award Criteria................................................................................................................ 17

Single-Stage: Two-Envelope RfP for Solar Power Procurement

Section 1 - Instructions to Proposers

RfP for Procurement for Solar Power Single-Stage: Two-Envelope

with requests to provide information, documents, or records in

4. Eligible 4.1 A Proposer may be a natural person, private entity, or government-owned

Single-Stage: Two-Envelope RfP for Solar Power Procurement

4.5 Government-owned enterprises in the Borrower’s country shall be eligible

4.6 Proposers shall provide such evidence of their continued eligibility

4.7 Firms shall be excluded if by an act of compliance with a decision of the

RfP for Procurement for Solar Power Single-Stage: Two-Envelope

B. Contents of RfP Documents

Single-Stage: Two-Envelope RfP for Solar Power Procurement

6.4 The Proposer’s designated representative is invited to attend a pre-

6.7 Nonattendance at the pre-proposal meeting will not be a cause for

7.3 To give prospective Proposers reasonable time in which to take an

RfP for Procurement for Solar Power Single-Stage: Two-Envelope

Single-Stage: Two-Envelope RfP for Solar Power Procurement

the Contractor’s obligations mentioned in or to be reasonably inferred from

17.2 In exceptional circumstances, prior to the expiration of the proposal validity

18.2 If a Proposal security is specified pursuant to ITP 18.1, the Proposal

18.3 Any Proposal not accompanied by a substantially compliant Proposal

RfP for Procurement for Solar Power Single-Stage: Two-Envelope

by The NEA as nonresponsive.

18.4 If a Proposal Security is specified pursuant to ITP 18.1, the Proposal

18.5 If a Proposal Security is specified pursuant to ITP 18.1, the Proposal

18.6 The Proposal Security may be forfeited:

19.3 A Proposal submitted by a Joint Venture shall be signed so as to be legally

19.4 Any amendments such as interlineations, erasures, or overwriting shall be

Single-Stage: Two-Envelope RfP for Solar Power Procurement

D. Submission and Opening of Proposals

20.2 The inner and outer envelopes shall

RfP for Procurement for Solar Power Single-Stage: Two-Envelope

that withdrawal notices do not require copies), and in addition, the

23.2 Proposals requested to be withdrawn in accordance with ITP 23.1 shall be

23.3 No Proposal may be withdrawn, substituted, or modified in the interval

24.3 Second, outer envelopes marked “SUBSTITUTION” shall be opened. The

24.4 Next, outer envelopes marked “MODIFICATION” shall be opened. No

Single-Stage: Two-Envelope RfP for Solar Power Procurement

Declaration, if required; and

RfP for Procurement for Solar Power Single-Stage: Two-Envelope

E. Evaluation and Comparison of Proposals

Single-Stage: Two-Envelope RfP for Solar Power Procurement

(d) Technical Proposal in accordance with ITP 14.