Standard format for Third Party Solar PPA between RVR Solar (Developer) and Consumer
1. PARTIES TO AGREEMENT
Developer (Power Producer):
RVR Solar Private Limited
Registered Office: [Address], Tamil Nadu
CIN: [Company Identification Number]
Represented by: [Authorized Signatory Name & Designation]
Consumer (Power Purchaser):
[Company Name]
Registered Office: [Complete Address]
CIN/Registration: [Number]
Represented by: [Authorized Signatory Name & Designation]
2. DEFINITIONS
2.1 Solar Power Plant: Photovoltaic solar power generation facility of [___] kW/MW capacity to be installed, owned, operated, and maintained by Developer at Consumer’s premises located at [Address].
2.2 Commercial Operation Date (COD): The date on which the Solar Power Plant is commissioned and synchronized with Consumer’s electrical system, certified by both parties.
2.3 Contract Period: [20/25] years from the Commercial Operation Date.
2.4 Contracted Capacity: [___] kW/MW AC output capacity.
2.5 PPA Tariff: INR [___] per kWh for electricity supplied by Developer to Consumer.
3. SCOPE OF AGREEMENT
3.1 Developer’s Investment: Developer shall invest all capital required to design, engineer, procure, construct, install, test, commission, own, operate, and maintain the Solar Power Plant at Developer’s cost.
3.2 Consumer’s Obligation: Consumer shall purchase electricity generated by the Solar Power Plant at the agreed PPA tariff and provide suitable installation space on rooftop/land.
3.3 System Specifications:
– Solar Panel Brand: [Tata/Adani/Waaree/Other Premium Brand]
– Panel Capacity: [___] W per module
– Total Panels: [___] numbers
– Inverter: [Brand & Capacity]
– Mounting: [Rooftop/Ground/Elevated Structure]
– Expected Annual Generation: [___] kWh/year
4. TARIFF & PAYMENT TERMS
4.1 Fixed Tariff: Consumer shall pay INR [___] per kWh for all electricity generated and supplied by the Solar Power Plant.
4.2 Tariff Escalation: [Option A: Fixed tariff throughout contract period] OR [Option B: Annual escalation of [__]% per year from Year [__]]
4.3 Billing Cycle: Monthly billing based on actual electricity generation as recorded by the energy meter.
4.4 Payment Terms: Payment within [15/30] days from invoice date. Late payment attracts [1-2]% monthly interest.
4.5 Minimum Offtake Guarantee: Consumer agrees to purchase minimum [80-90]% of electricity generated annually. Any shortfall compensated at [___]% of PPA tariff.
4.6 No Payment for Downtime: Consumer pays only for actual electricity delivered. No payment obligation during system downtime or maintenance.
5. DEVELOPER OBLIGATIONS
5.1 Full Investment: Developer bears 100% capital cost for solar plant installation including panels, inverters, mounting structures, electrical systems, and commissioning.
5.2 Quality Equipment: Use premium solar panels with minimum [22]% efficiency and [25-30] year warranty from reputed manufacturers.
5.3 Professional Installation: Install system as per IS/IEC standards with certified engineers and technicians.
5.4 Regulatory Approvals: Obtain all required approvals including electricity board permissions, net metering, structural certifications, and fire safety clearances.
5.5 Operations & Maintenance: Provide comprehensive O&M throughout contract period including:
– Quarterly panel cleaning and inspections
– Annual preventive maintenance
– 24/7 remote monitoring with alerts
– Breakdown repairs within [24-48] hours
– Component replacements at no cost to Consumer
5.6 Performance Guarantee: Ensure minimum [___]% plant availability annually (excluding force majeure). Compensate Consumer for shortfalls below guaranteed performance.
5.7 Insurance: Maintain comprehensive insurance covering plant equipment, fire, theft, third-party liability, and business interruption throughout contract period.
5.8 Monitoring System: Provide real-time monitoring dashboard accessible to Consumer showing generation, performance, and system health.
6. CONSUMER OBLIGATIONS
6.1 Site Provision: Provide suitable rooftop/land space measuring approximately [___] sq.m. with unobstructed sunlight and structural integrity certified by engineer.
6.2 Access Rights: Grant Developer access to installation site for construction, operation, maintenance, and emergency repairs throughout contract period.
6.3 Electrical Infrastructure: Provide necessary electrical connection points, earthing, and integration with Consumer’s internal distribution system.
6.4 Power Purchase: Purchase all electricity generated by the Solar Power Plant at agreed PPA tariff. No obligation to purchase from grid for daytime loads covered by solar.
6.5 Timely Payment: Make payments within agreed timeline as per monthly invoices.
6.6 Cooperation: Cooperate for regulatory inspections, maintenance activities, and warranty claims.
6.7 No Interference: Not to interfere with solar plant operations, modify equipment, or allow unauthorized persons to access system without Developer’s written consent.
7. PERFORMANCE GUARANTEE
7.1 Generation Guarantee: Developer guarantees minimum annual generation of [___] kWh (±10% tolerance for weather variations).
7.2 System Availability: Minimum [95-98]% system uptime annually excluding force majeure events and scheduled maintenance.
7.3 Performance Ratio: Minimum Performance Ratio (PR) of [75-80]% calculated as actual generation divided by theoretical maximum generation.
7.4 Compensation for Underperformance: If actual generation falls below [90]% of guaranteed level in any year, Developer shall:
– Credit Consumer for shortfall at PPA tariff rate, OR
– Upgrade system at no cost to meet guaranteed performance
7.5 Panel Degradation: Solar panels guaranteed to maintain minimum [80]% output at Year 25 as per manufacturer warranty. Developer responsible for replacing underperforming panels.
8. METERING & BILLING
8.1 Metering Equipment: Developer shall install bi-directional energy meter (Class 1.0 or better) at mutually agreed delivery point.
8.2 Meter Reading: Automated meter readings captured daily. Monthly consumption report generated on [1st/5th] of following month.
8.3 Invoice Generation: Developer issues monthly invoice by [5th/10th] showing units generated, PPA rate, total amount, and GST.
8.4 Meter Testing: Annual meter calibration by NABL certified agency. Testing costs shared equally. Any discrepancy >2% requires immediate rectification.
8.5 Dispute Resolution: Any meter reading disputes resolved within 15 days through third-party audit. Interim billing based on previous 3-month average.
9. MAINTENANCE & OPERATIONS
9.1 Developer Responsibility: All O&M activities including cleaning, repairs, replacements, monitoring are Developer’s sole responsibility at Developer’s cost.
9.2 Preventive Maintenance:
– Monthly: Remote monitoring and performance analysis
– Quarterly: Physical inspection and panel cleaning
– Annual: Comprehensive electrical testing and thermographic scanning
9.3 Corrective Maintenance: Response time for breakdowns: [4-24] hours. Restoration time: [24-48] hours for critical issues.
9.4 Spare Parts: Developer maintains inventory of critical spare parts (inverters, fuses, MCBs, cables) for quick replacements.
9.5 Scheduled Downtime: Planned maintenance during mutually agreed low-generation hours with 7 days advance notice to Consumer.
10. WARRANTIES & GUARANTEES
10.1 Panel Performance Warranty: [25-30] years linear performance warranty from panel manufacturer. Year 1: min [98]%, Year 25: min [80]% of rated capacity.
10.2 Workmanship Warranty: 5 years warranty on installation quality, mounting structures, electrical connections, and balance of system.
10.3 Inverter Warranty: [5-10] years manufacturer warranty. Developer responsible for replacements even after warranty expiry during PPA term.
10.4 System Performance: 25-year system performance guarantee by Developer regardless of component failures. Developer bears all replacement costs.
10.5 Warranty Transfer: All manufacturer warranties assigned to Consumer at end of PPA if system ownership transfers.
11. INSURANCE & LIABILITIES
11.1 Developer Insurance: Developer maintains throughout PPA term:
– All-risk property insurance covering plant & equipment
– Public liability insurance (min ₹[___] Crore cover)
– Fire & natural calamity insurance
– Workmen compensation & group personal accident
11.2 Consumer as Co-Insured: Consumer named as co-insured in all policies. Insurance proceeds applied towards repairs/replacements.
11.3 Force Majeure: Neither party liable for delays/failures due to acts of God, wars, government restrictions, natural disasters, pandemics beyond reasonable control.
11.4 Liability Cap: Developer’s cumulative liability limited to [___]% of total PPA contract value except for gross negligence or willful misconduct.
11.5 Indemnification: Developer indemnifies Consumer against third-party claims arising from solar plant operations, equipment failure, or Developer’s negligence.
12. TERMINATION & END OF CONTRACT
12.1 Contract Duration: PPA valid for [20/25] years from Commercial Operation Date unless terminated earlier as per this clause.
12.2 Early Termination by Consumer:
– Permitted after [5-10] years with [180] days written notice
– Payment of termination charges = Net Present Value of remaining PPA revenue discounted at [___]% per annum
– Option to purchase plant at Fair Market Value
12.3 Termination by Developer: Permitted only if:
– Consumer defaults in payment for [90] consecutive days after notice
– Consumer materially breaches agreement and fails to remedy within [60] days
– Consumer’s insolvency or bankruptcy proceedings
12.4 End of PPA Term – Consumer Options:
Option A: Extend PPA for additional [5-10] years at mutually agreed reduced tariff
Option B: Purchase entire system at depreciated book value (typically 10-20% of original cost)
Option C: Request Developer to dismantle and remove system at Developer’s cost restoring site to original condition
12.5 Ownership Transfer: If Consumer purchases system, all warranties, O&M manuals, and technical documents transferred. Developer provides 30 days training to Consumer’s team.
13. DISPUTE RESOLUTION
13.1 Amicable Settlement: Parties shall first attempt to resolve disputes through good faith negotiation between authorized representatives within 30 days.
13.2 Mediation: If negotiation fails, disputes referred to mediation by mutually appointed independent mediator within 15 days.
13.3 Arbitration: Unresolved disputes settled by arbitration under Arbitration and Conciliation Act 1996:
– Single arbitrator mutually appointed
– Arbitration seat: [City Name], Tamil Nadu
– Language: English
– Award final and binding on both parties
13.4 Governing Law: This agreement governed by Indian Electricity Act 2003, Tamil Nadu Electricity Regulatory Commission regulations, and Indian Contract Act 1872.
13.5 Jurisdiction: Courts in [City Name], Tamil Nadu have exclusive jurisdiction for any legal proceedings.
14. GENERAL PROVISIONS
14.1 Assignment: Neither party may assign this agreement without prior written consent of the other party, except Developer may assign to financing institutions.
14.2 Confidentiality: Both parties maintain confidentiality of commercial terms, technical data, and proprietary information for [5] years post contract.
14.3 Notices: All notices in writing to registered addresses. Email notices valid if acknowledged by recipient.
14.4 Amendments: Any modifications to this agreement must be in writing signed by authorized representatives of both parties.
14.5 Severability: If any provision deemed invalid, remaining provisions continue in full force.
14.6 Entire Agreement: This PPA constitutes entire agreement between parties superseding all prior discussions, understandings, or agreements.
Important Note: This is a sample PPA template for reference purposes only. Actual Power Purchase Agreements should be customized based on specific project requirements, site conditions, state regulations, financing arrangements, and negotiated commercial terms. Always consult with legal and technical experts before finalizing any PPA contract.
SIGNATURES & ACCEPTANCE
For and on behalf of Developer:
RVR Solar Private Limited
Signature: _______________________
Name: [Authorized Signatory]
Designation: [Director/CEO]
Date: _______________
Place: _______________
For and on behalf of Consumer:
[Company Name]
Signature: _______________________
Name: [Authorized Signatory]
Designation: [Director/CEO]
Date: _______________
Place: _______________
Witnesses:
1. Signature: _______________
Name: _______________
Address: _______________
2. Signature: _______________
Name: _______________
Address: _______________
