MADHYA PRADESH POWER TRANSMISSION CO. LTD.

BID SPECIFICATION NUMBER PTR- 42 /2012 REQUEST FOR PROPOSAL (RFP) FOR SELECTION OF CONCESSIONAIRE TO PROVIDE OPTICAL FIBER ON ELECTRICAL INFRASTRUCTURE/ NETWORK OF MPPTCL/ DISCOMS IN MP ON DESIGN, BUILD, FINANCE, OPERATE & TRANSFER (DBFOT) BASIS (MP POWER NET PROJECT) PRE BID CONFERENCE : 15/05/2012
COST OF DOCUMENT: ` 25,000/-

CHIEF ENGINEER (C&CM)

BLOCK NO.3 SHAKTI BHAWAN, RAMPUR, JABLAPUR Tel. No. 0761-2661983, 2702110, 2702156. Fax. No. 0761 2665593

TABL E OF CONTE NTS

Sl. No. Contents Page No.

Glossary Disclaimer

4 5 7

Introduction

1.1 1.2

Background Sale of Document

7 11 13 13 16 16 16 19 20 22 22 23 23 24 25 25 27 27 27 31 31 31 31 32 33 34 34 35 35 36 36 38 39 39

1.3 Schedule of Bidding Process 1.4 Contents of the RFP Instructions to Bidders 2.0 2.1 2.2 2.3 2.8 2.9 2.10 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 General Condition for Eligibility of Bidders Conditions applicable for participation of Joint Venture/Consortium Conditionality regarding Conflict of Interest Site visit and verification of information Interpretation of Bid Documents Acknowledgement by Bidder Right to accept or reject any or all Bids Clarifications regarding Documents Amendment of RFP Bid security Language for preparation of Bid Preparation and Signing of Bid Submission of Bid Bid Due Date Late Bids Modifications/substitution/withdrawal of Bids Opening and Evaluation of Bids Confidentiality Tests of responsiveness Clarifications regarding Evaluation Process Award of Concession Execution of Agreements Financial Closure Commencement of Work Performance Security/Guarantee Liquidated Damages Defaults in performance by the successful Bidder

2.31 2.32

2.33 Proprietary Data

Sl. No.

Contents

Page No.

2.34 Correspondence with the Bidder

3 Criteria for Evaluation 3.1 Evaluation of Technical Bid 3.2 Evaluation of Financial Bid 3.3 Surcharge for delay in payment Fraud and Corrupt Practices Pre-Bid Conference Miscellaneous Schedules Schedule-I Scope of Work and Schedule-I (A) Schedule-II Part-1 Draft Concession Agreement Schedule-II Part-2 Substitution Agreement Schedule-III(a) MPPTCL Network Schedule-III(b) Distribution Network Schedule-IV List of EHV Lines Schedule- V List of Lines for OPGW and ADSS Annexures Annexure-1.1 Letter of Technical Bid Annexure-1.2 Details of Bidder Annexure-1.3 Technical Capacity of Bidder Annexure-1.4 Financial Capacity of Bidder Annexure-1.5 Details of Projects Annexure-1.6 Appointment of Lead Member/ representative of Consortium Annexure-1.7 Project Methodology, Plan and Time Frame Annexure-1.8 Deviations/Exceptions to the RFP document Format for Power of Attorney for signing the Bid Format for Power of Attorney for Lead Member of JV/Consortium Financial Bid Form 1 Covering Letter Form 2 Project Revenue for Calculating MAVR Proforma for Bid Security. Bank Guarantee Joint bidding agreement Bank Guarantee for Contract performance Technical Questionnaire Map of EHV Lines indicating proposed OPGW Network Illustration-I Schedule for Projected Revenue for calculating MAVR

39 40 40 41 42 43 45 46 47 69 122 133 134 135 147 179 183 185 186 188 189 190 191 192 194 197 198 199 200 201 209 212 215 216

4 5 6

2 3 4

5 5A 6 7 8

GLOSSARY
All Dielectric Self Supporting /ADSS Bid Bid Due Date Bid Security Bidder BOLT BOO BOOT BOT Central DISCOM Companies Condition of Eligibility Conflict of Interest Concessionnaire (Optical Fiber Infrastructure Provider) DBFOT (Design,Build,Finance, Operate & Transfer) DISCOMs East DISCOM as defined in clause 1.1.3 (b) as defined in Disclaimer as defined in Clause 1.1.7 as defined in Clause 2.15 as defined in Clause 2.0 Build, Operate, Lease, Transfer Build, Own, Operate Build, Own, Operate, Transfer Build, Operate and Transfer MP Madhya Keshtra Vidyut Vitaran Co. Ltd. as defined in Clause 1.1.5 as defined in Clause 2.1.1 as defined in Clause 2.3 as defined in Clause 1.1.3 as defined in Clause 1.1.3 MP Poorva/Madhya/Paschim Kshetra Vidyut Vitaran Company Limited collectively MP Poorva Keshtra Vidyut Vitaran Co. Ltd.
Entity means a separate economic unit such as corporation, partnership, sole-proprietor, and trust subject to financial measurement for accounting purposes. The Entity also includes individual, partnership, corporation, and so on, permitted by law to own property and engage in business.

Entity

Financial Capacity as defined in Clause 2.1.3 Government/State Government Government of Madhya Pradesh ISA (Concession Agreement) as defined in Clause 1.1.6 JV Joint Venture Lead Member as defined in Clause 2.2 (c) LOA (Letter of Award) Letter Of Award MAVR Minimum Assured Variable Revenue Member Member of a Consortium M P Power NET Project as defined in Clause 1.1.3 MPPTCL MP Power Transmission Company Limited MP Transco MP Power Transmission Company Limited Net Worth as defined in Clause 2.1.5 Nodal Company as defined in Clause 1.1.3 Operations Period as Defined in Clause 2.32.2.2 OPGW (Optical Ground Wire) as defined in Clause 1.1.3(a) Performance Guaranty Period as defined in Clause 2.30.2(c) Pre-Bid Conference as defined in Section 5 Prohibited Practices as defined in Clause 4.1 Project as defined in Clause 1.1.3 Projected Gross Revenue as defined in Clause 2.18.6 RFP (Request For Proposal) as defined in Clause 1.1.3 ROW Right of Way Roll Out Period as Defined in Clause 2.32.2.1 SPV (Special Purpose Vehicle) as defined in Clause 1.2.3 Technical Capacity as defined in Clause 2.1.2 West DISCOM MP Pashchim Keshtra Vidyut Vitaran Co. Ltd. The words and expressions beginning with capital letters and defined in this document shall, unless the context otherwise requires, have the meaning ascribed thereto herein.

DISCLAIMER
The information contained in this Request for Proposal document (the RFP) or subsequently provided to Bidder(s), whether verbally or in documentary or any other form, by or on behalf of the Nodal Company or any of their authorised employees or advisors, is provided to Bidder(s) on the terms and conditions set out in this RFP and such other terms and conditions subject to which such information is provided. This RFP is not an agreement and is neither an offer by the Nodal Company to the prospective Bidders or any other person. The purpose of this RFP is to provide interested parties with information that may be useful to them in the formulation of their Proposal pursuant to this RFP (the Bid). This RFP includes statements, which reflect various assumptions and assessments arrived at by the Nodal Company in relation to the Project. Such assumptions, assessments and statements do not purport to contain all the information that each Bidder may require. This RFP may not be appropriate for all persons, and it is not possible for the Nodal Company, its employees or advisors to consider the investment objectives, financial situation and particular needs of each party who reads or uses this RFP. The assumptions, assessments, statements and information contained in this RFP may not be complete, accurate, adequate or correct. Each Bidder should therefore, conduct its own investigations and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments, statements and information contained in this RFP and obtain independent advice from appropriate sources. Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which depends upon interpretation of law. The information given is not an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. The Nodal Company accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein. The Nodal Company, its employees and advisors make no representation or warranty and shall have no liability to any Bidder, under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from or be incurred or suffered on account of anything contained in this RFP or otherwise, including the accuracy, adequacy, correctness,

completeness or reliability of the RFP and any assessment, assumption, statement or information contained therein or deemed to form part of this RFP. The Nodal Company may, in its absolute discretion but without being under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this RFP. The Nodal Company reserves the right to reject all or any of the Bids at any stage of the RFP process without assigning any reasons whatsoever and without being liable for any costs and consequences. The Bidder shall bear all its costs associated with or relating to the preparation and submission of its Bid including but not limited to preparation, copying, postage, delivery fees, expenses associated with any demonstrations or presentations which may be required by the Nodal Company or any other costs incurred in connection with or relating to its Bid. All such costs and expenses will remain with the Bidder and the Nodal Company shall not be liable in any manner whatsoever for the same or for any other costs or other expenses incurred by a Bidder in preparation or submission of the Bid, regardless of the conduct or outcome of the Bidding Process. .

1. INTRODUCTION
1.1
1.1.1

Background State of Madhya Pradesh has vast power Transmission and Distribution network spread throughout the geographical territory of the State. The following independent Companies are presently functioning in the State of Madhya Pradesh to look after Transmission and Distribution network.

Sl. Name of the No. Company 1. Madhya Pradesh Power Transmission Company Limited with head office at Jabalpur. 2. Madhya Pradesh Poorva Keshtra Vidyut Vitaran Company with head office at Jabalpur. (East DISCOM)

Area covered by the Company The Company has laid 400 KV, 220 KV and 132 KV transmission lines and substation in the entire State. The Company has its area of jurisdiction in the entire State of Madhya Pradesh. This Company is responsible for erection and maintenance of 33 KV, 11 KV & LT Distribution lines which are covered by four commissionaires i.e. Jabalpur, Sagar, Rewa and Shahdol. The Districts covered by these four commissioner head quarters are Jabalpur, Katni, Narsinghpur, Chhindwara, Seoni, Mandla, Balaghat, Sagar, Damoh, Panna, Chhatarpur, Tikamgarh, Rewa, Singrauli, Sidhi, Satna, Umaria, Dindori, Shahdol and Anuppur. There are a total of 136 Tehsil head quarters covered in the above 20 districts. This Company is responsible for erection Operation and maintenance of 33KV, 11 KV & LT distribution lines which are covered by four commissionaires i.e. Bhopal, Hoshangabad, Gwalior and Morena. The Districts covered by these four commissioner head quarters are Bhopal, Sehore, Raisen, Rajgarh, Vidisha, Betul, Hoshangabad, Harda, Gwalior, Shivpuri, Guna, Ashoknagar, Datia, Sheopur, Morena, and Bhind. There are a total of 96 Tehsil Head Quarters covered in the above 16 districts. This Company is responsible for erection operation and maintenance of 33 KV, 11 KV & LT Distribution lines which are covered by two Commissionaires i.e. Indore & Ujjain. The Districts covered by these two Commissioner Head Quarters are Indore, Dhar, Alirajpur, Jhabua, 7

3.

Madhya Pradesh Madhya Keshtra Vidyut Vitaran Company with head office at Bhopal. (Central DISCOM)

4.

Madhya Pradesh Pashchim Keshtra Vidyut Vitaran Company with head office at Indore. (West DISCOM)

Khargone, Badwani, Khandwa, Burhanpur, Dewas, Ratlam, Shajapur, Mandsaur, Neemuch and Ujjain. There are a total of 86 Tehsil Head Quarters covered in the above 14 districts.
1.1.2

The Total transmission line and distribution line infrastructure presently available with various Companies are as under :

Sl. No. 1.

Name of the Company Madhya Pradesh Power Transmission Company Limited

Details of Infrastructure as on 31.03.11. Number of 400 KV Substations 5

Number of 220 KV Substations 53 Number of 132 KV Substations 183 Route length of 400 KV lines - 1450 Kms Route length of 220 KV lines- 5617 Kms Route length of 132 KV lines 9675 Kms Number of 33/11KV Substations 909 Length of 33 KV Lines 14685 Kms Length of 11 KV Lines 74269 Kms Length of LT Lines 107243 Kms Number of 33/11KV Substations 759 Length of 33 kV Lines 10915 Kms Length of 11 kV Lines 64480 Kms Length of LT Lines 101496 Kms Number of 33/11KV Substations 1017 Length of 33 KV Lines 12961 Kms Length of 11 KV Lines 63261 Kms Length of LT Lines 137105 Kms

2.

Madhya Pradesh Poorva Keshtra Vidyut Vitaran Company with (East DISCOM) Madhya Pradesh Madhya Keshtra Vidyut Vitaran Company (Central DISCOM) Madhya Pradesh Pashchim Keshtra Vidyut Vitaran Company (West DISCOM)

3.

4.

A Transmission map indicating various EHV Substations and EHV Transmission lines is annexed with the document. 1.1.3 The Project: MPPTCL has been designated as Nodal Company to issue Request For Proposal (the RFP) to invite proposals from the interested parties for selection of Optical Fiber Infrastructure Provider (the Concessionaire) for development of optical fiber network by laying OPGW/ADSS cable on 8

Transmission and Distribution network of MPPTCL/DISCOMs (the MP Power NET Project or the Project) available in the State of Madhya Pradesh on Design, Build, Finance, Operate and Transfer (the DBFOT) basis. The main task of Concessionaire would be to utilize available transmission and distribution line infrastructure / network wherever available and sparable by the Companies, to establish and deploy the following facilities for communication and other related purposes :(a) Laying /establishing of Optical Power Ground Wire (OPGW) by way of replacement of existing earth wire in various EHV (132 KV, 220 KV and 400 kV) transmission lines in live line conditions. In this regard, the following may be noted :(i) (ii) (b) OPGW already exists in certain EHV lines as indicated in Schedule-III (A). Very few 132 KV transmission lines in the State are laid on rail pole structure wherein earth wire has not been laid.

Laying/establishing of All Dielectric Self Supporting (ADSS) Cable on 33 KV, 11 KV and LT distribution network by making suitable separate arrangement for laying of ADSS cable.

The OPGW shall have 48 fibers. Out of these total 48 fibers, 6 fibers shall be spared exclusively for internal use of MPPTCL and balance 42 fibers shall be available to Concessionaire for telecom business. OPGW Cable shall be laid on EHV lines by way replacement of existing earth wire on live line (charged line) conditions. The ADSS cable shall also have 48 fibers, out of which 6 fibers shall be reserved for exclusive use of concerned Distribution Company and balance 42 fibers shall be available to Concessionaire for telecom business. For laying ADSS cable on distribution lines, separate arrangement shall required to be made by the Concessionaire. All required accessories for installation and commissioning of OPGW/ADSS Cable shall be the responsibility of the Concessionaire. 9

The scope of work will broadly include Use of Electrical Infrastructure to install OPGW (for MPPTCL) / ADSS Cables (for DISCOMs) on Design, Build, Finance, Operate and Transfer mode basis. Detailed Scope of works is annexed as Schedule-I. 1.1.4 The Opportunity: Optical Ground Wire is a novel concept and most reliable mode of fiber optic communication infrastructure. Continual advancement in communication technology has resulted in user demand for higher bandwidth and higher availability (more than 99.90%) of communication facility. The Nodal Company is desirous to develop Optical Fiber Infrastructure on transmission and distribution line network of the State. In this endeavour, the Nodal Company has issued this RFP for selection of the Concessionaire who shall utilise Electrical infrastructure/network and other related feasible supplementary infrastructure of MPPTCL and DISCOMs to establish Optical Fiber Network on DBFOT basis for a contract period of 15 years, which may be extended for further period of 5 (five) years at the absolute discretion of MPPTCL and respective Distribution Companies, but without being under any obligation to do so. 1.1.5 Agreement for project execution As stated under Clause 1.1.1 above, there are four independent Companies functioning in the State of Madhya Pradesh to look after Transmission and Distribution Network of the State. The selected Concessionaire therefore will have to enter into common Agreement with all entities jointly for execution of M.P. Power Net Project utilizing the Transmission and Distribution network of the MPPTCL/DISCOMs on Design, Build, Finance, Operate and Transfer (DBFOT) basis. i.e. common Agreement for laying OPGW cable with Madhya Pradesh Power Transmission Company Limited (MPPTCL) and ADSS cable with the concerned Distribution companies. Viz. 10

Madhya Pradesh Poorva Keshtra Vidyut Vitaran Company Limited, Madhya Pradesh Madhya Keshtra Vidyut Vitaran Company Limited and Madhya Pradesh Paschim Keshtra Vidyut Vitaran Company Limited. MP Power Transmission Company & Distribution companies are hereinafter collectively referred to as the Companies. 1.1.6 The selected Concessionaire shall be responsible for designing, building (including engineering, procurement & installation), financing, operation, maintenance and transfer of the Project under and in accordance with the provisions of a long term agreement (the Concession Agreement or Agreement) to be entered into between the Concessionaire and the Companies in the prescribed form (Schedule II Part-1) provided by the Nodal Company. 1.1.7 The Nodal Company shall receive the Bids pursuant to this RFP in accordance with the terms set forth herein as modified, altered, amended and clarified from time to time by the Nodal Company and all Bids shall be prepared and submitted in accordance with such terms on or before the date specified in Clause 1.3 for submission of Bid (the Bid Due Date or BDD). 1.2 Sale of RFP Document

1.2.1 RFP document can be obtained from Office of Chief Engineer (C&CM), MPPTCL, Block No.3, Shakti Bhawan, Rampur, Jabalpur between 11.00 hrs and 16.00 hrs on all working days on payment of Rs. 25,000/(Rupees twenty five thousand only) through demand draft or bankers cheque issued by any Scheduled Bank in India in favour of Regional Accounts Officer, MPPTCL and payable at Jabalpur towards cost of RFP document. The document can also be downloaded from the official website of the Nodal Company (http://www.mptransco.nic.in). In case of a downloaded form, the Bidder is required to submit the cost of RFP document through DD/Bankers Cheque(Refer Article-5) at the time of PreBid Conference (Refer Clause 1.2.5) or along with Bid. Non submission of cost of RFP document will lead to rejection of the Bid. 11

1.2.2 Validity of the Bid The Bid shall be valid for a period of not less than 180 days from the Bid Due Date. 1.2.3 Before submission of the Bids, Bidders are invited to examine the Project in greater details and to carry out, at their own cost, such studies as may be required for submitting their respective Bids for award of the contract including implementation of the Project. Further, the selected Concessionaire will be required to form a Special Purpose Vehicle (the SPV) under Companies Act, 1956 to execute the Concession Agreement and for implementation of the Project. 1.2.4 Any queries or request for additional information concerning this RFP may be submitted in writing or by fax and e-mail to the officer designated in Clause 1.2.6 below. The envelopes/ communications shall clearly bear the following identification/ title: Queries/ Request for Additional Information: RFP for MP Power NET Project 1.2.5 Pre-Bid Conference The date, time and venue of Pre-Bid Conference shall be: Date : Time : Venue : 15.05.2012 15.30 hrs Conference Hall, O/o C.E. (C&CM) MPPTCL, Block No. 3, 3rd floor, Shakti Bhawan, Rampur, Jabalpur-482008

1.2.6 Communications All communications including the submission of Bid should be addressed to: Chief Engineer (C&CM), MP Power Transmission Co. Ltd., Block No.3, Shakti Bhawan, Rampur, Jabalpur-482008. Tel. No. 07612661983, 2702110, 2702156 Fax No. 07612665593 E-mail :ceccm.mpptcl@gmail.com 12

1.2.7 The Official Website of the Nodal Company is: http://www.mptransco.nic.in 1.2.8 All communications, including the envelopes, should be marked at the top in bold letters: TENDER OTR 42 /2012 RFP FOR SELECTION OF SPECIFICATION CONCESSIONAIRE FOR MP POWER NET No. PROJECT 1.3 Schedule of Bidding Process The Nodal Company shall endeavour to adhere to the following :Sr. No. 1 2 3 4 5 6 Scheduled Date 04.04.2012 07.05.2012 15.05.2012 Shall be intimated in due course after prebid conference

Event Description Sale of RFP Document Last date for receiving queries Pre-Bid meeting & response to queries Submission of BidsBid Due Date (upto14:30Hrs.) Opening of Bid Technical Bids (upto 15:30 Hrs.) Opening of Financial Bids of technically qualified Bidders Contents of the RFP:

1.4

This RFP comprises the Disclaimer set forth hereinabove, the contents as listed below, and will additionally include any Addenda, if any, issued; Article 1 Article 2 Article 3 Article 4 Article 5 Article 6 : : : : : : Introduction Instructions to Bidder Criteria for Evaluation Fraud and Corrupt Practices Pre-Bid Conference Miscellaneous

13

Schedules Schedule -I & I (A) : Schedule II, Part-1 : ScheduleII, Part-2: Schedule-III (A) Schedule-III (B) Schedule-IV Schedule-V-A Schedule-V-B1 Schedule-V-B2 Schedule-V-B3 Annexure Annexure 1. Technical Bid Form -1 Form -2 Form- 3 Form- 4 Form- 5 Form- 6 Form- 7 Form- 8 Letter of Technical Bid Details of the Bidder Technical Capacity of Bidder Financial Capacity of Bidder Details of Projects Appointment of Lead Member/representative of Consortium Project Methodology, Plan and Time Frame Deviation/Exceptions to the RFP Document : : : : : : : Scope of Work and Technical specifications of OPGW/ADSS Cable. Draft Concession Agreement Draft Substitution Agreement MPPTCL Network Distribution Network List of Total EHV Lines in M.P. Details of Transmission Lines for OPGW Plan details of Distribution Lines used in ADSS Plan (Central Discom) details of Distribution Lines used in ADSS Plan (West Discom) details of Distribution Lines used in ADSS Plan (East Discom)

Annexure -2. Power of Attorney for signing the Bid Annexure -3 Power of Attorney for Lead Member of Consortium Annexure - 4 Financial Bids Form 1 Form 2 Covering Letter Schedule of Projected Gross Revenue for Calculating MAVR 14

Annexure -5. Format for Joint Bidding Agreement Annexure -6. Format for Bid Security / Bank Guarantee Annexure -7. Bank Guarantee for Contract Performance Annexure -8. Technical Questionnaire Illustration 1 Schedule for Projected Gross Revenue for Calculating MAVR Annexure -9. Map of EHV Lines indicating OPGW Network to be provided *****

15

2. INSTRUCTIONS TO BIDDERS
2.0 General

The Nodal Company intends to receive Bids in order to select experienced and eligible Bidder (Concessionaire) for the development of Optical Fiber Infrastructure Network in the State of MP. The selection of Concessionaire shall be made by the Nodal Company on the basis of Selection Process specified in this RFP. The Bidder may be a private entity, government-owned entity or any combination of them under an existing agreement to form a Consortium/ joint venture (the Bidder). The Bidders shall submit its Bid in the form and manner specified in this RFP. The Technical Bid shall be submitted in the forms prescribed at Annexure-1 and the Financial Bid shall be submitted in the forms prescribed at Annexure-4. Upon completion of the whole process, the selected Bidder shall be required to enter into a Concession Agreement with the concerned Companies in the form specified at Schedule-II (Part-1).
2.1 2.1.1

Conditions for Eligibility of Bidders Bidders must read carefully the minimum conditions of eligibility (the Conditions of Eligibility) provided herein. Only those Bidders who satisfy the Conditions of Eligibility will be considered for opening of Financial Bid and its evaluation.

2.1.2

Technical Capacity:
The Bidder shall fulfill the following conditions of eligibility: (i)

The Bidder must possess a valid Infrastructure Provider (IP)-1 Registration, granted by Dept. of telecom and other telecom license(s), approvals/ permissions/ clearances from the concerned 16

Licensing Authority i.e. Department of Telecom, Government of India and/or any list of all License(s) / approvals / clearances etc. alongwith attested copy of these documents must be annexed by the Bidder with the Bid.
(ii)

The Bidder shall possess experience of manufacturing/ installing/ commissioning of optical fiber cables for telecom Projects for at least 25000 Kms (being 5% of the total available lines) which shall include OPGW cables on at least 250 Kms in live line conditions on 132 KV or higher capacity EHV transmission lines in the last 5 years prior to Bid due date. The Bidder must have telecom project experience which shall include the following: a) b) c) d) Erection, Commissioning & Providing Optical fiber & Owning & operating telecom infrastructure. Installation of telecom towers. Experience & capacity to interwork with established telecom associated infrastructure.

(iii)

operators for operations.

(iv)

The Bidder must have successfully completed five Infrastructure/ telecom/ optical fiber projects each of value not less than Rs. 55 Crore during five years preceding the Bid Due Date. Out of these, at least one project should have been undertaken on BOT/BOLT/BOO/BOOT/ DBFOT or other similar basis and at least one project should have been implemented in Telecom Sector.

The Bidder must provide Experience / Project specific information and evidence in support of their claim for Technical Capacity in Form - 3 and Form 5 of Annexure-1.

17

2.1.3 Financial Capacity:

The Bidder shall meet the following requirements: (i) The Bidder shall have a minimum Net Worth of Rs. 55 Crore (Rupees Fifty Five Crore) at the close of the preceding financial year (FY 2010-11). (ii) The Bidder shall have an average annual turnover of not less than Rs. 200 Crore (Rupees Two hundred Crore) in last 3 financial years i.e. 2008-09, 2009-10 and 2010-11. (iii) The Bidder/JV/Consortium, shall submit a Comfort Letter from a Nationalized or Scheduled Bank, addressed to MPPTCL, which describes the dedicated revolving line of credit of not less than Rs 55 Crore (Rs Fifty five Crore), that the Bidder will be eligible for, with the Bank, if the Bidder is selected for the award of the said project. In case of a Consortium, the combined technical and financial capacity of those Members, who have and shall continue to have an equity share of at least 26% (twenty six percent) each, in the SPV, should satisfy the above conditions of eligibility.
2.1.4 The Bidder shall also follow eligibility conditions as under:

(i)

Any entity which has been barred by the Central/ State Government, from participating in any project and the bar subsists as on the date of Bid would not be eligible to submit a Bid. Further, any entity controlled by such a barred entity, either individually or as member of a Consortium/ JV also shall not be eligible to submit Bid.

(ii)

A Bidder including any Consortium/Joint Venture Member should, in the last 2 (two) years, have neither failed to perform any contract, as evidenced by imposition of a penalty/ Liquidated Damage (LD) by an 18

administrative, arbitral, regulatory pronouncement or arbitration award against the Bidder, JV/Consortium Member, as the case may be, nor has been expelled from any project or contract by any public entity nor have had any contract terminated by any public entity for breach by such Bidder or JV/Consortium Member. (iii) (iv) Bidder shall not have a conflict of interest in accordance with Clause 2.3 of this RFP. After formation of SPV, the Bidder shall obtain a Class-A Electrical License from the Licensing Authority in the State of Madhya Pradesh for the purpose of working in Electrical installations in Madhya Pradesh.
2.2 Conditions applicable for participation as Consortium:

The following conditions shall be applicable for the purpose of participation in the capacity of Consortium: (a) Number of members in a Bidding Consortium shall not exceed 3 (three); (b) Subject to the provisions of sub clause (a) above, the Bid should contain the information required for each member of the Bidding Consortium; (c) Members of the Bidding Consortium shall nominate one member as the lead member (the Lead Member), who shall have majority stake in equity share holding (paid up and subscribed) in the SPV. The nomination shall be supported by a Power of Attorney, signed by all the other members of the Bidding Consortium; (d) The Bid should include a brief description of the roles and responsibilities of individual members, particularly with reference to financial and technical obligations; 19

2.3 2.3.1

Conditionality regarding Conflict of Interest : A Bidder shall not have a conflict of interest (the Conflict of Interest) that affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall be disqualified. A Bidder shall be deemed to have a Conflict of Interest that affects the Bidding Process, if: (i) The Bidder, its Member (or any constituent thereof) and any other Bidder, its Member (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this disqualification shall not apply in cases where the direct or indirect shareholding of a Bidder, its Member (or any shareholder thereof having a shareholding of more than five percent of the paid up and subscribed share capital of such Bidder, Member, as the case may be) in the other Bidder, its Member, as the case may be, is less than five per cent of the paid up and subscribed share capital thereof; provided further that this disqualification shall not apply to a bank, insurance company, pension fund or a public financial institution referred to in Section 4A of the Companies Act 1956; or (ii) Such Bidder has the same legal representative for purpose of this Bid as any other Bidder; or (iii) Such Bidder has participated as a consultant to the Nodal Company in the preparation of any documents, design or technical specifications of the Project.

2.3.2 A Bidder shall be liable for disqualification if any legal, financial or technical adviser of the Nodal Company in relation to the Project is engaged by the Bidder in any manner for matters related to or incidental to the Project.

20

2.4

The Bidder should have full-fledged setup for executing projects of similar nature. Details of such setup for executing these project shall be clearly brought out in the offer.

2.5

The Bidder must also satisfactorily demonstrate that, it has the personnel for the key positions required to execute the Project, and it has access to the minimum levels of key plant equipments and machinery that are required to complete the Project within the stipulated time for completion. Any unsatisfactory assessment of these requirements may lead to the Bidder being evaluated as technically non-responsive.

2.6

The Bidder shall provide attested copies of following documents (indicative list) with the Bid: a) Certified copies of documents defining the constitution or legal status, place of registration and principal place of business for the Bidder and all its constituents. Copy of Agreement entered into by the Consortium partners. A power of attorney authorizing the signatory of the Bid to commit the Bidder. Audited annual accounts including balance sheets and other financial statements for past three financial years (2008-09, 2009-10 & 201011). Up-to-date information for the current contract commitments/ work inprogress and financial resources in details. Registration certificates for VAT and Service Tax , as applicable. Registration certificates under P.F. and other Labour laws as well as other applicable laws. Documents evidencing previous experience in the supply, installation, integration, testing and commissioning of relevant projects within last five (5) years to meet Technical and Financial Capacity. Infrastructure Provider IP-1 registration & other license, Class A Electrical License, experience details for meeting technical capacity.

b) c) d)

e) f) g) h)

i)

21

j) k) 2.7

Any other relevant information required as stipulated in this RFP document and by Nodal Company. Comfort letter from a Nationalized Bank.

The Bidder shall provide adequate evidence of compliance to all above requirements up to the satisfaction of Nodal Company. The Bidder not complying with above requirements or furnishing incomplete evidence of compliance are liable to be rejected.

2.8

Site visit and verification of information: Bidders are advised to submit their respective Bids after visiting the Project site and ascertaining for themselves the site conditions, access to site, handling and storage of materials, weather data, applicable laws and regulations, and any other matter considered relevant by them. Nodal Company shall not permit any change in time schedule or any financial adjustment arising thereof which are based on lack of information for such site conditions, laws and regulations and other related information and/or its effect on the price quoted in the bid.

2.9

Interpretation of Bid Documents: If any Bidder finds discrepancies or omissions in the Bid Specification and documents or is in doubt as to the true meaning of any part of the bid document or scope of work to be executed, it shall at once submit a written request for clarification or resolution of the doubt. Such request should reach the Nodal Company by the stipulated date mentioned in the RFP. Nodal Company shall respond in writing to any request for clarification of the Bid Documents, which it receives upto 10 days prior to Bid Due Date (BDD). Written copy of Nodal Companys response (including an explanation of the query) will be sent to all prospective bidders who have 22

purchased bidding documents. However, no oral or other interpretation shall be considered as binding on Nodal Company. 2.10 Acknowledgement by Bidder: It shall be deemed that by submitting the Bid, the Bidder has: (a) (b) (c) Made a complete and careful examination of the RFP; Received all relevant information from the Nodal Company; Acknowledged and accepted the risk of inadequacy, error or mistake in the information provided in the RFP or furnished by or on behalf of the Nodal Company relating to any of the matters referred to in the RFP document Agreed to be bound by the undertakings provided by it under and in terms hereof.

(d) 2.11

The Nodal Company shall not be liable for any omission, mistake or error on the part of the Bidder mentioned in Clause 2.10 above or on account of any matter or thing arising out of or concerning or relating to the RFP or the Bidding Process, including any error or mistake therein or in any information or data given by the Nodal Company.

2.12

Right to accept or reject any or all Bids:

2.12.1Notwithstanding anything contained in this RFP, the Nodal Company reserves the right to accept or reject any Bid and to annul the Bidding Process and reject all Bids, at any time without any liability or any obligation for such acceptance, rejection or annulment, and without assigning any reasons thereof. 2.12.2 The Nodal Company reserves the right to reject any Bid if: (a) (b) At any time, a material misrepresentation is made or uncovered, or The Bidder does not provide, within the time specified by the Nodal Company, the supplementary information sought by the Nodal Company for evaluation of the Bid. Any misrepresentation/ improper response shall lead to the disqualification of the Bidder. If 23

the Bidder is a JV/Consortium, then the entire JV/Consortium shall be disqualified. 2.12.3 In case it is found during the evaluation or at any time before/ after signing of the Concession Agreement, that one or more of the pre-Bid conditions have not been met by the Bidder or the Bidder has made material misrepresentation or has given any materially incorrect or false information, the Bidder shall be disqualified by a communication in writing by the Nodal Company to the Bidder, without the Nodal Company being liable in any manner whatsoever to the Bidder. 2.12.4 The Nodal Company reserves the right to verify all statements, information and documents submitted by the Bidder in response to this RFP. Failure of the Nodal Company to undertake such verification shall not relieve the Bidder of its obligations or liabilities hereunder nor will it affect any rights of the Nodal Company there under.
2.13 Clarifications regarding Documents:

2.13.1 Bidders requiring any clarification on the RFP may notify the Nodal Company in writing or by fax and e-mail. They should send in their queries before the date specified in the schedule of Bidding Process. The Nodal Company shall endeavour to respond to the queries within the period specified therein. The responses will be sent by fax or e-mail. The Nodal Company will forward all the queries and its responses thereto, to all purchasers of the RFP without identifying the source of queries. Such responses to queries shall also be uploaded on the official Website of the Nodal Company. 2.13.2The Nodal Company reserves the right, not to respond to any question or provide any clarification, in its sole discretion, and nothing in Clause No.2.13.1 shall be taken or read as compelling or requiring the Nodal Company to respond to any question or to provide any clarification. 24

2.13.3The Nodal Company may also on its own, if deemed necessary, issue interpretations and clarifications to all Bidders. All clarifications and interpretations issued by the Nodal Company shall deem to be part of this RFP. Verbal clarifications and information given by Nodal Company or its employees or representatives shall not in any way or manner be binding on the Nodal Company.
2.14 Amendment of RFP:

2.14.1 At any time prior to the deadline for submission of Bid, the Nodal Company may, for any reason, whether at its own initiative or in response to clarifications requested by Bidder, modify the RFP by the issuance of Addenda. 2.14.2 Any Addendum thus issued will be uploaded on Nodal Companys Website and will also be sent in writing to all Bidders who have purchased the RFP. 2.14.3 In order to provide the Bidders a reasonable time for taking an Addendum into account, or for any other reason, the Nodal Company may, in its sole discretion, extend the Bid Due Date.
2.15 Bid Security:

2.15.1 The Bidder shall furnish as part of its Bid, a Bid Security of Rs. 2 Crore (Rs. Two Crore) only through Demand Draft or Bank Guarantee as detailed below:a) Through Electronic Transfer in favour of REGIONAL ACCOUNTS OFFICER, MPPTCL JABALPUR followed by written confirmation of having transferred the money. Money Receipt, so obtained from the office of REGIONAL ACCOUNTS OFFICER, MPPTCL, JABALPUR should clearly indicate date, amount of Bid Security, Tender Specification number for which Bid Security has been deposited by the Bidder. The money receipt in original should be submitted by the Bidder Or

b)

Bank Draft in favour of REGIONAL ACCOUNTS OFFICER, MPPTCL, payable at JABALPUR or 25

c)

Bank Guarantee as per Annexure-6 enclosed with the Bid Document.

The Bid Security shall be returned to all the Bidders except two highest ranked Bidders not later than 120 (One hundred and twenty) days from Bid Due Date (BDD). The two highest ranked Bidders Bid Security shall be returned, upon the Selected First ranked Bidder signing the Concession Agreement and it has provided a Performance Security in accordance with the RFP Document. 2.15.2 Any Bid not accompanied by the Bid Security shall be rejected by the Nodal Company as non-responsive. 2.15.3 The Nodal Company shall not be liable to pay any interest on the Bid Security and the same shall be interest free. 2.15.4 The Bidder, by submitting its Bid pursuant to this RFP, shall be deemed to have acknowledged that without prejudice to the Nodal Companys any other right or remedy hereunder or in law or otherwise, the Bid Security shall be forfeited and appropriated by the Nodal Company as the mutually agreed pre-estimated compensation and damage payable to the Nodal Company for, inter alia, the time, cost and effort of the Nodal Company in regard to the RFP including the consideration and evaluation of the Bid under the following conditions: a) If a Bidder engages in any of the Prohibited Practices specified in Article 4 of this RFP; b) If a Bidder withdraws its Bid during the period of its validity as specified in this RFP; c) In the case of a Selected Bidder, if the Bidder fails to sign the Agreement as specified in Clause 2.27; d) If the Bidder is found to have a Conflict of Interest as specified in Clause 2.3.

26

2.16.

Language for preparation of Bid:

The Bid and all related correspondence and documents in relation to the Bidding Process shall be in English language. Supporting documents and printed literature furnished by the Bidder with the Bid may be in any other language provided that they are accompanied by appropriate translations of the pertinent passages in the English language. Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Bid, the English language translation shall prevail.
2.17 Preparation and signing of Bid:

The Bidder shall provide all the information sought under this RFP. The Nodal Company will evaluate only those Bids that are received in the required formats and complete in all respects. Incomplete and / or conditional Bids shall be liable to rejection. 2.17.1 The Bidder shall prepare one original set of the Bid (together with originals/ copies of Documents required to be submitted along therewith pursuant to this RFP) and clearly marked ORIGINAL. In addition, the Bidder shall submit 2 (two) copies of the Bid, along with Documents, marked COPIES. In the event of any discrepancy between the original and the copies, the original shall prevail. 2.17.2The Bid and its copies shall be typed or written in blue ink and signed by the authorized signatory of the Bidder who shall also initial each page in blue ink. In case of printed and published Documents, only the cover shall be initialed. All the alterations, omissions, additions or any other amendments made to the Bid shall be initialed by the person(s) signing the Bid. The Bid shall contain page numbers and by giving an index of submissions.
2.18 Submission of Bid

2.18.1 Each page of the submission shall be initialed by the Authorized Representative of the Bidder as per the terms of this RFP. 27

2.18.2 In case the Bid is submitted on the document down loaded from Official Website, the Bidder shall be responsible for its accuracy and correctness as per the version uploaded by the Nodal Company and shall ensure that there are no changes caused in the content of the downloaded document. In case of any discrepancy between the downloaded or photocopied version of the RFP and the original RFP issued by the Nodal Company, the latter shall prevail. 2.18.3 The Bid will be hard bound, sealed in an outer envelope which will bear the address of the Nodal Company, RFP Notice number, Project name, Bid Due Date as indicated in RFP and the name and address of the Bidder. It shall bear on top, the following: Do not open before __________ (Bid Due Date & time). If the envelope is not sealed and marked as instructed above, the Nodal Company assumes no responsibility for the misplacement or premature opening of the contents of the Bid submitted and consequent losses, if any, suffered by the Bidder. 2.18.4 The aforesaid outer envelope will contain two separate sealed envelopes; one clearly marked Technical Bid and the other clearly marked Financial Bid. 2.18.5 The envelope marked Technical Bid shall contain: (a) (b) Bid Security as specified in Clause No. 2.15.1. Cost of the Bid document, in case the document is downloaded from website as specified in Clause-1.2.1. (c) Bid in the prescribed formats (Annexure-1) along with all the Forms - 1 to 8 and supporting documents. (d) All documents for meeting Technical Capacity and Financial Capacity requirement as per Clause 2.1; 28

(e)

Power of Attorney for signing the Bid as per the format at Annexure-2;

(f)

If applicable, the Power of Attorney for Lead Member of Consortium as per the format at Annexure-3;

(g) (h)

Copy of the Joint Bidding Agreement, in case of a Consortium; Copy of Memorandum and Articles of Association, if the Bidder/ Consortium Member is a body corporate, and if a partnership then a copy of its partnership deed; and

(i)

Copies of Bidders/ each Consortium Members duly audited balance sheet and profit and loss account for the preceding three years.

The Bidders have to ensure before submission of their offer, its completeness in regard to eligibility conditions as per Clause 2.1. The Bidders should ensure that required documents such as Licensee, project & infrastructure experience, Net worth, Balance Sheets for last 3 years, comfort letter from Bank, Litigation history etc. as required in Clause No.2.1 for meeting Technical and Financial Capacity are attached with their offer. Non-submission of any details or documents required in this RFP document may render their offer, liable for rejection.
2.18.6 Financial Bid:

The envelope marked Financial Bid shall contain (a) (b) the covering letter on Bidders letter head in Form 1 of Annexure-4. the Schedule for Projected Gross Revenue for calculating Minimum Assured Variable Revenue in Form 2 of Annexure-4. The revenue from the Project shall be shared by the Bidder with the Nodal Company in two components i.e. Fixed Component and Variable Component. The Nodal Company has indicated Fixed Component of Revenue share in column 3 of Form 2, Annexure-4. This Fixed Component of Revenue 29

Share shall be payable by the Bidder in addition to Variable Component of Revenue Share. The Bidder shall quote (A) Percentage (%) of Gross revenue, the Bidder is willing to share in addition to the Fixed Component of Revenue Share specified in Column -3 of Form-2, Annexure-4. (B) Projected Gross Revenue in rupees crore in column 4 of Form-2, Annexure-4. The Variable Component of Revenue Share shall be calculated by multiplying [A] & [B] . The Total Yearly Revenue Share shall be calculated by adding Fixed and Variable Component of Revenue Share for Year 1 to Year 15. Projected Gross Revenue means the annual gross revenue estimated by the Concessionaire, which the Concessionaire is expected to earn, specifically from MP Power Net Project. One illustrative example is given at illustration 1 to explain the calculation, which Bidders may refer for preparing Financial Bids. 2.18.7The completed Bid must be delivered on or before the specified time on Bid Due Date. entertained. 2.18.8 The Bid shall be made in the Forms specified in this RFP. Any attachment to such Forms must be provided on separate sheets of paper and only information that is directly relevant should be provided. This may include photocopies of the relevant pages of printed documents. Bid submitted by fax, telex, telegram or e-mail shall not be

30

2.19

Bid Due Date (BDD):

2.19.1Bids should be submitted before 15.00 hours IST on the Bid Due Date (mentioned in Clause 1.3), at the address and in the manner as detailed in this RFP. 2.19.2 The Nodal Company may, in its sole discretion, extend the Bid Due Date by issuing an Addendum in accordance with Clause 2.14 uniformly for all Bidders. 2.20 Late Bids: Bids received by the Nodal Company after the specified time on the Bid Due Date shall not be eligible for consideration and shall not be opened. 2.21 Modifications/ substitution/ withdrawal of Bids:

2.21.1 The Bidder may modify, substitute or withdraw its Bid after submission, provided that written notice of the modification, substitution or withdrawal is received by the Nodal Company prior to Bid Due Date. No Bid shall be modified, substituted or withdrawn by the Bidder after the Bid Due Date and the time specified for submission of Bids. 2.21.2The modification, substitution or withdrawal notice shall be prepared, sealed, marked, and delivered in accordance with this Clause 2.21, with the envelopes being additionally marked MODIFICATION, SUBSTITUTION or WITHDRAWAL, as appropriate. 2.21.3Any alteration/ modification in the Bid or additional information supplied subsequent to the Bid Due Date, unless the same has been expressly sought for by the Nodal Company, shall be disregarded. 2.21.4 No bid can be withdrawn during the interval between the deadline for submission of bids and the expirations of the period of bid validity specified by the Nodal Company in this RFP. 2.22 Opening and Evaluation of Bids 2.22.1The Nodal Company shall open the Bids at 15.30 hours IST on the Bid Due Date (mentioned in Clause 1.3), at the place specified in Clause 31

1.2.5/1.2.6. Maximum 2 persons per bidder shall be permitted to attend the Bid Opening with proper proof of identity, establishing their relationship/ capacity with the Bidder. Their signatures shall be obtained evidencing their presence at the time of opening. 2.22.2Bids for which a notice of withdrawal has been submitted shall not be opened. 2.22.3 In case the Bid Due Date happens to be a holiday for Nodal Company, the bids shall be opened on the next-working day at the same appointed time. 2.22.4 The technical bid will only be opened on the Bid Due Date. The unopened envelopes containing Financial Bids of all the Bidders shall be kept by the Nodal Company. 2.22.5 Financial Bids of Bidders, who satisfy the conditions of eligibility, will only be considered for opening. The date for opening of the financial bids will be informed to the successful bidders. 2.22.6The Nodal Company will subsequently examine and evaluate Bids in accordance with the provisions set out in Article 3. 2.22.7 The Nodal Company reserves the right not to proceed with the Bidding Process at any time without notice or liability and to reject any Bid without assigning any reason. 2.23 Confidentiality: Information relating to the examination, clarification, evaluation, and recommendation for the Bidders shall not be disclosed to any person who is not officially concerned with the process or is not a retained professional advisor, advising the Nodal Company in relation to, or matters arising out of, or concerning the Bidding Process. The Nodal Company will treat all information, submitted as part of Bid, in confidence and will require all those who have access to such material to treat the same in confidence. The Nodal Company may not divulge any such information unless it is 32

directed to do so by any statutory entity that has the power under law to require its disclosure or is to enforce or assert any right or privilege of the statutory entity. 2.24 Tests of responsiveness: 2.24.1Prior to evaluation of Bids, the Nodal Company shall determine whether each Bid is responsive to the requirements of this RFP. A Bid shall be considered responsive only if: (a) (b) (c) (d) (e) (f) Bid Security as specified in Clause no. 2.15 is furnished, Cost of the Bid document, in case the document is downloaded from website as specified in Clause 1.2 is furnished, It is received as per formats at Annexure-1 to Annexure-7. It is received by the Bid Due Date including any extension thereof pursuant to Clause 2.19.2; It is signed, sealed and marked as stipulated in Clause 2.18; It is accompanied by the Power(s) of Attorney as specified in this document; It contains all the information (complete in all respects) as requested in this RFP; It contains information in formats same as those specified in this RFP; It contains certificates from statutory auditors in the manner specified at Annexure -1 of the RFP; It is accompanied by the Jt. Bidding Agreement (for Consortium), specific to the Project, as stipulated in this document. It does not contain any condition; and It is not non-responsive in terms hereof.

(g) (h)

(i)

(j) (k) (l)

2.24.2The Nodal Company reserves the right to reject any Bid which is nonresponsive and no request for alteration, modification, substitution or withdrawal shall be entertained by the Nodal Company in respect of such Bid. 33

2.25 Clarifications during Evaluation Process: 2.25.1 To facilitate evaluation of Bids, the Nodal Company may, at its sole discretion, seek clarifications from any Bidder regarding its Bid. Such clarification(s) shall be provided within the time specified by the Nodal Company for this purpose. Any request for clarification(s) shall be in writing. 2.25.2If a Bidder does not provide clarifications within the prescribed time, its Bid shall be liable to be rejected. In case the Bid is not rejected, the Nodal Company may proceed to evaluate the Bid by construing the particulars requiring clarification to the best of its understanding, and the Bidder shall be barred from subsequently questioning such interpretation of the Nodal Company. 2.26 Award of Concession After selection, Letter of Award (the LOA) shall be issued for M.P. Power Net Project, in duplicate, by the Nodal Company, to the Selected Bidder (First Ranked Bidder) and the Selected Bidder shall, within 7 (seven) days of the receipt of the LOA, sign and return the duplicate copy of the LOA in acknowledgement thereof. In the event the duplicate copy of the LOA duly signed by the Selected Bidder is not received by the stipulated date, the Nodal Company may, unless it consents to extension of time for submission thereof, appropriate the Bid Security of such Bidder as mutually agreed genuine pre-estimated loss and damage suffered by the Nodal Company on account of failure of the Selected Bidder to acknowledge the LOA, and the next highest ranking Bidder (second ranked Bidder) shall be invited for negotiations and award. Till such time the formal Concession Agreement is signed, the Letter of Award issued by Nodal Company to the successful bidder and it's acceptance by the bidder shall be construed as a contract document and 34

the conditions contained in these documents shall become applicable. 2.27 Execution of Agreements

2.27.1 After acknowledgement of the LOA as aforesaid, Selected Bidder shall execute the Concession Agreement in the form given at Schedule-II, Part1 within 30 days period. The Selected Bidder shall not be entitled to seek any deviation in the Agreement. If the Selected Bidder (First Ranked Bidder) fails to sign Concession Agreement within such period, the Nodal Company may invite the second ranked Bidder for negotiations. In such an event, the Bid Security of the First Ranked Bidder shall be forfeited in accordance with the provisions of Clause 2.15.4.
2.28 Financial Closure

2.28.1The Concessionaire shall achieve financial closure and make all required

arrangements for commencing the Project within 90 days of signing of Concession Agreement. If the Concessionaire fails to achieve financial closure within such period, the Nodal Company may award contract on the second ranked Bidder. In such an event, the Performance Security of the first ranked Bidder (Concessionaire) shall be forfeited and appropriated in accordance with the provisions of Clause 2.30.
2.28.2 The Concessionaire shall, upon occurrence of Financial Closure, notify the

MPPTCL forthwith, and shall have provided to the MPPTCL, 3 (three) true copies of the Financial Package and the Financial Model, duly attested by a Director or Company Secretary of the Concessionaire, along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the Senior Lenders. 2.28.3 The Concessionaire shall form Special Purpose Vehicle (the SPV) under Indian Companies Act, 1956 to execute the Project and the SPV shall undertake implementation of entire Scope of Work for the project as a part of its key roles and responsibilities.

35

2.29

Commencement of Work The Concessionaire shall commence the work within 30 (Thirty) days of the Financial Closure. If the Concessionaire fails to commence the work as specified herein, the Nodal Company may invite the second ranked Bidder for negotiations and award of the Contract. forfeited. In such an event, the Performance Security of First Ranked Bidder (Concessionaire) shall be

2.30

Performance Security/Guarantee:

2.30.1 The successful bidder shall provide Performance Security/ Guarantee of Rs. 12.5 Crores within 15 (Fifteen) days of issuance of Letter of Award towards due performance of its obligations under terms of the Concession Agreement. The performance guarantee shall be valid for entire Agreement period of 15 year (Performance Guarantee Period). 2.30.2 The Performance security shall be furnished through Demand Draft or Bank Guarantee as detailed below:(a) Through Electronic Transfer with REGIONAL ACCOUNTS OFFICER, MPPTCL, JABALPUR followed by written confirmation of having transferred the money. Money Receipt, so obtained from the office of REGIONAL ACCOUNTS OFFICER, MPPTCL, JABALPUR should clearly indicate date, amount of Performance Security/Guarantee, LOA number for which Performance Security/Guarantee has been deposited by the Bidder. The certified copy of original money receipt should be submitted by the Bidder Or (b) Bank Draft drawn in favour of REGIONAL ACCOUNTS OFFICER, MPPTCL, payable at JABALPUR or (c) Bank Guarantee as per Annexure-7 enclosed with the RFP Document. 36

The Bidder, by submitting its Bid pursuant to this RFP, shall be deemed to have acknowledged that without prejudice to the Nodal Companys any other right or remedy hereunder or in law or otherwise, the Performance Security, shall be forfeited and appropriated by the Nodal Company as the mutually agreed pre-estimated compensation and damage payable to the Nodal Company for, inter alia, the time, cost and effort of the Nodal Company in regard to this RFP including the consideration and evaluation of the Bid under the following conditions: i) If the Selected Bidder engages in any of the Prohibited Practices specified in Article 4 of this RFP; ii) If the Selected Bidder is found to have a Conflict of Interest as specified in Clause 2.3; iii) If the Selected Bidder fails to achieve Financial Closure or commence the work iv) If the Selected Bidder commits a default as per provisions of the Agreement. 2.30.3 The Performance Security shall cover additionally the following guarantee to the Nodal Company: i) The Concessionaire guarantees that the OPGW/ADSS Network shall be free from all defects in implementation of Project/workmanship. ii) The Performance Guarantee is intended to secure the performance during Roll out obligations of the Concessionaire. However, it is not to be construed as limiting the damages stipulated in other clauses of the Agreement. iii) The period. Performance Guarantee shall be returned to the

Concessionaire, within 6 months after the expiry of the Concession Nodal Company is not liable to pay any interest or compensation to the Concessionaire for retaining the Performance Guarantee, after the end of the Concession period of 15 year. 37

iv) The termination of the Concession Agreement, shall not entitle the Concessionaire to reduce the value of the performance guarantee nor the time thereof.
2.31 Liquidated damages:

2.31.1 The time period for Roll Out obligations (the Roll out Milestones)

stipulated in this RFP shall be the essence of the contract and the Roll out must be completed within specified period (the Roll out Period). In case Roll out obligations are not met out in the stipulated time period then the same shall be considered as breach of contract and further action will be taken accordingly as per terms of this RFP document. However, in case of some minor slippages in Roll out, additional period for Roll out may be allowed in writing by MPPTCL, on the basis of genuiness of reason of delay. The decision of MPPTCL on delay in Roll out shall be final and binding on Concessionaire.
2.31.2 However, after four years, if Roll out obligations are not met out by the

Concessionaire and MPPTCL has allowed some time extension to complete the Roll out, on payment of Liquated Damages, even then the Concessionaire will have to make payment of Fixed and Variable Component of Revenue Share for 42 fibers alongwith proportionate revenue share for 6 fibers to be utilized by MPPTCL/DISCOMs calculated on the basis of 42 fibers to be used by the Concessionaire i.e.
{Fixed & Variable component of Revenue Sharing as per Agreement} X 6/ 42

2.31.3 In case Roll out obligations are not completed within extended period then MPPTCL/DISCOMs shall be entitled to terminate this Agreement by issuing Termination Notice in accordance with provisions of the Agreement. 38

2.32

Defaults in performance by the successful bidder:

2.32.1 Default means breach or failure to perform obligations contained in Agreement in Clause No.2.5.1.3. 2.33.2 Occurrence of Defaults: 2.32.2.1 During Roll out Period:

Period of Year -1 to Year -4 during which the successful bidder is required to undertake Roll out obligations as provided in Schedule I (Clause 3.11).
2.32.2.2 During Operations Period (Post Roll Out):

Period of Year - 5 to Year -15 (or any further extension) during which the successful bidder is required to expand, operate and maintain the optical fibre network. 2.33 Proprietary Data: All documents and other information supplied by the Nodal Company or submitted by a Bidder to the Nodal Company shall remain or become the property of the Nodal Company. Bidders are to treat all information as strictly confidential and shall not use it for any purpose other than for preparation and submission of their Bid. The Nodal Company will not return any Bid or any information provided along therewith.
2.34 Correspondence with the Bidder:

The Nodal Company shall not entertain any correspondence with any Bidder in relation to the acceptance or rejection of any Bid.

*****

39

3. CRITERIA FOR EVALUATION

3.0 (a)

The Selection Process shall involve two Bids system: Technical Bid: The Parties shall submit Technical Bids together with all supporting documents in support of their meeting with the qualification requirements.

(b)

Financial Bid: The Financial Bids of ONLY those Bidders who have qualified as per technical bids above shall be considered. The Commercial Bids of bidders who are not qualified technically, shall not be opened. Selection of Concessionaire shall be based ONLY on highest financial bid. MPPTCL reserves its right to reject any bid at any stage of the selection process, without giving any reason.

3.1

Evaluation of Technical Bid :

3.1.1 In the first stage, the Technical Bid will be evaluated on the basis of pass/fail criteria. Only those Bidders who meet the eligibility criteria specified in Clause 2.1.2 shall qualify for opening of Financial Bid and further evaluation. Bids of firms/ consortia who do not meet these criteria shall be rejected & declared non responsive. 3.1.2 The Nodal Company shall evaluate and compare the bids determined to be substantially responsive. A substantially responsive bid is one, which conforms to all the terms and conditions of the bidding documents without material deviations. The deviations from or objections or reservations to critical provisions will be deemed to be a material deviation. The Nodal Companys determination of a Bids responsiveness is to be based on the contents of the Bid along with credential submitted. 3.1.3 The Nodal Company may waive any minor infirmity; nonconformity or irregularity in a Bid, which does not constitute a material deviation, provided such waiver does not prejudice or affect the relative outcome of the bid. 3.1.4 If there is a discrepancy between words and figures, the amount in words will prevail. If the Bidder does not accept the correction of the errors, its Bid will be

40

declared non responsive and its Bid security shall be forfeited. 3.2 3.2.1 Evaluation of Financial Bid: The Bidders shall be required to submit their Financial Bid in the form and manner specified in Annexure-4, Form-1 and Form-2. The Bidders are required to quote the Financial Bids as provided in clause -2.18.6 of the RFP document. One illustrative example is also given to explain the calculation, which Bidders may refer for preparing Financial Bids. 3.2.2 The evaluation of financial bid shall be done on the basis of two components of Revenue Share of ROW charges. [i] [ii] Fixed component of Revenue Share. Variable Component of Revenue Share.

3.2.3 Fixed Component of Revenue Share is specified in Col.3 of Form-2, Annexure-4. The Variable Component of Revenue Share shall be the product of following two parameters:

[A] % of Gross Revenue the Bidder is willing to share in addition to the

Fixed Component of Revenue Share. [B] Projected Gross Revenue on which Minimum Assured Variable Revenue (MAVR) sharing shall be made.

3.2.4 The

Total Year wise Cash Inflow shall be calculated by adding Fixed and

Variable Revenue Share for Year 1 to Year 15. The Net Present Value (NPV) for the 15 Year period shall be calculated with discount rate @ 10% per Annum and the inflow at the end of the period, for each Bidder. The Bidder quoting the highest NPV shall be the selected Bidder (First Ranked Bidder). 3.2.5 The Nodal Company will determine whether the Financial Bids are complete, unqualified and unconditional. The quoted figures as per clause 3.2.2 indicated in the Financial Bid shall be final. Omissions, if any, shall not entitle the firm to be compensated and the liability to fulfil its obligations.

3.2.6 The Selected Bidder shall be the first ranked Bidder (having the highest NPV).
3.2.7 Billing and Payment: The Concessionaire shall make any or all payments of

41

Revenue Share (comprising of Fixed and Variable component) to the Nodal Company i.e. MPPTCL for utilizing electrical infrastructure of MPPTCL/DISCOMs. After placing the Contract, in case Actual Gross Revenue is more than Projected Gross Revenue quoted then the Revenue sharing (Variable Component) shall be done on the basis of Actual Gross Revenue. If Actual Gross Revenue is less than the Projected Gross Revenue quoted then the revenue sharing (Variable Component) shall be made on the basis of Projected Gross Revenue quoted. The Concessionaire will pay to the Nodal Company, the aforesaid Revenue Share (Fixed and Variable) during the subsistence of the Concession Agreement, quarterly in advance with first payment due within 30 days of Appointed Date. The payment of Revenue Share for remaining quarters during the subsistence of this Agreement shall be due within 30 days from the commencement of the respective quarter. The applicable Service Tax/ any other tax payable / reimbursable by the Concessionaire are also to be paid by the Concessionaire alongwith Revenue Share. The final adjustment of payment, if any, shall be made within seven days of preparation of audited accounts of the SPV. 3.3 Surcharge for delay in payment: Delay in any payment shall attract penalty @ 2% per month or part thereof. Penalty shall not be applicable in case of due date of payment falls on any holiday and payment is made on next working day. However, in case it is found that the delay in payment is more than three months, MPPTCL/DISCOMs will be free to operate the termination Clause as indicated in Clause 2.5.1 of Concession Agreement. *****

42

4. FRAUD AND CORRUPT PRACTICES

4.1 The Bidders and their respective officers, employees, agents and advisers shall observe the highest standard of ethics during the Bidding Process. Notwithstanding anything to the contrary contained herein, the Nodal Company shall reject a Bid without being liable in any manner whatsoever to the Bidder if it determines that the Bidder has, directly or indirectly or through an agent, engaged in corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice ( the Prohibited Practices) in the Bidding Process. 4.2 Without prejudice to the rights of the Nodal Company under Clause 4.1 hereinabove, if a Bidder is found by the Nodal Company to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice during the Bidding Process, such Bidder shall not be eligible to participate in any tender or RFP issued by the Nodal Company during a period of 2 (two) years from the date such Bidder is found by the Nodal Company to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as the case may be. 4.3 For the purposes of this Clause 4, the following terms shall have the meaning hereinafter respectively assigned to them: (a) corrupt practice means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence the actions of any person connected with the Bidding Process (for avoidance of doubt, offering of employment to or employing or engaging in any manner whatsoever, directly or indirectly, any official of the Nodal Company who is or has been associated in any manner, directly or indirectly with the Bidding Process or the LOA or has dealt with matters concerning the Concession Agreement or arising there from, before or after the execution thereof, at any time prior to the expiry of one year from the date such official resigns or retires from or otherwise ceases to be in the service of the Nodal Company, shall be deemed to constitute influencing the actions

43

of a person connected with the Bidding Process); or (ii) engaging in any manner whatsoever, whether during the Bidding Process or after the issue of the LOA or after the execution of the Concession Agreement, as the case may be, any person in respect of any matter relating to the Project or the LOA or the Concession Agreement, who at any time has been or is a legal, financial or technical adviser of the Nodal Company in relation to any matter concerning the Project; (b) Fraudulent practice means a misrepresentation or omission of facts or suppression of facts or disclosure of incomplete facts, in order to influence the Bidding Process; (c) coercive practice means impairing or harming or threatening to impair or harm, directly or indirectly, any person or property to influence any persons participation or action in the Bidding Process; (d) undesirable practice means (i) establishing contact with any person connected with or employed or engaged by the Nodal Company with the objective of canvassing, lobbying or in any manner influencing or attempting to influence the Bidding Process; or (ii) having a Conflict of Interest; and (e) restrictive practice means forming a cartel or arriving at any understanding or arrangement among Bidders with the objective of restricting or manipulating a full and fair competition in the Bidding Process.

*****

44

5. PRE-BID CONFERENCE
5.1 A Pre-Bid conference of the interested parties shall be convened at the designated date, time and place. Bidders who have downloaded the RFP document from the Nodal Companys website should submit a Demand Draft of `25, 000 (Rs.Twenty five thousand only) towards the cost of document, through their representative attending the conference. A maximum of two representatives of each Bidder shall be allowed to participate on production of letter from the Bidders. 5.2 During the course of Pre-Bid conference, the Bidders will be free to seek clarifications and make suggestions for consideration of the Nodal Company. The Nodal Company shall endeavour to provide clarifications and such further information as it may, in its sole discretion, consider appropriate for facilitating a fair, transparent and competitive Bidding Process.

*****

45

6. MISCELLANEOUS
6.1 The Bidding Process shall be governed by, and construed in accordance with, the laws of India and the Courts at Jabalpur, MP shall have exclusive jurisdiction over all disputes arising under, pursuant to and/ or in connection with the Bidding Process. 6.2 The Nodal Company, in its sole discretion and without incurring any obligation or liability, reserves the right, at any time, to; a) Suspend and/ or cancel the Bidding Process and/ or amend and/ or supplement the Bidding Process or modify the dates or other terms and conditions relating thereto; b) Consult with any Bidder in order to receive clarification or further information; c) Retain any information and/ or evidence submitted to the Nodal Company by, on behalf of, and/ or in relation to any Bidder; and/ or d) Independently verify, disqualify, reject and/ or accept any and all submissions or other information and/ or evidence submitted by or on behalf of any Bidder. 6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the Nodal Company, its employees, agents and advisers, irrevocably, unconditionally, fully and finally from any and all liability for claims, losses, damages, costs, expenses or liabilities in any way related to or arising from the exercise of any rights and/ or performance of any obligations hereunder, pursuant hereto and/ or in connection herewith and waives any and all rights and/ or claims it may have in this respect, whether actual or contingent, whether present or future.

46

SCHEDULE-I SCOPE OF WORK

1. General: The Nodal Company is looking for selection of Concessionaire who shall utilise Electrical infrastructure / network of MPPTCL and three Distribution Companies (the Companies) to develop Optical Fiber (OPGW/ADSS) Network (MP Power NET Project) on DBFOT basis for commercial purpose for a contract period of 15 years which may be extended for further period of 5 (five) years at the absolute discretion of the MPPTCL/DISCOMs. 2. 2.1 Objective: The main objective of Concessionaire would be to utilize available transmission lines and distribution line infrastructure/network wherever available and sparable by Companies to establish and deploy the following facilities for communication and other related purposes :(a) Laying/establishing of Optical Power Ground Wire (OPGW) by way of on line (live line conditions) replacement of existing earth wire in various EHV (132 kV, 220 kV and 400 kV) Transmission lines. (b) Laying / establishing of All Dielectric Self Supporting (ADSS) cable in 33 kV, 11 kV and LT distribution Network where earth wire is not provided and therefore suitable separate arrangement for laying of ADSS cable will have to be made. The OPGW cable shall be installed at the top of the tower by replacing the existing ground wire under the live line conditions i.e. with all the circuits of the transmission line charged to their rated voltage except for few lines where the cable shall be installed off-line or during construction of the line. The Concessionaire shall carry out re-tensioning of the existing earth wire wherever required to maintain the adequate clearances for live line stringing of fiber optic cables. The dismantled earth wire and hardware shall be returned by Concessionaire to MPPTCL for which all logistics will be arranged by Concessionaire at his own cost.

ADSS cable is to be laid on HT/LT poles of DISCOMs Network with a safe clearance from the lowest live conductor.

47

3.

Key responsibility of Concessionaire: The selected Concessionaire will enter into an Concession Agreement provided in Schedule-2 with the MPPTCL/DISCOMs for development of optical fiber (OPGW/ADSS) network along with associated equipments and accessories. The Concessionaire is expected to carry out the following activities in detail for the Companies:Task 1 : Task 2 : Task 3 : Task 4 : Task 5 : Planning and Scheme preparation Designing, Survey and Engineering Procurement of cable, Hardware and equipment etc. Stores and inventory management (through its own stores) Obtaining approval of the MPPTCL/DISCOMs for Technical Specification and various tests certificates of OPGW and ADSS Cable and associated hardware, equipments, etc. Installation, Testing and Commissioning Daily supervision of work, Operations and Maintenance Obtaining all statutory and non statutory permissions from concerned government/semi-governments/regulatory authorities and ensure timely and regular compliance of all such statutory and non statutory permissions at Concessionaires own cost Resolve field ROW problems at the cost and expence of Concessionaire Sales and Marketing Operations of Fiber Optic Infrastructure Miscellaneous works associated with the project.

Task 6 : Task 7 : Task 8 :

Task 9 : Task 10 : Task 11: 3.1

Design, Technical Specifications: The Concessionaire shall be responsible for preparation of the design and technical specifications of the Project on DBFOT basis. The Concessionaire shall ascertain that Design and technical specifications of OPGW/ ADSS and required hardware etc. are in conformity with standards and suitable for the electrical infrastructure to be used.

3.2

The Concessionaire shall provide basic design/ specification data for the OPGW, communication equipments, requisite hardware for developing optical fiber network on MPPTCLs network to MPPTCL and the same for ADSS, communication equipments, requisite hardware for developing optical fiber network on DISCOMs network to respective DISCOM (s).

48

3.3

The Concessionaire shall invariably obtain approval of the Companies for the Specifications for OPGW/ ADSS, requisite hardware etc. before implementation of optical fiber network.

3.4

Specific provision of Fibers: The Concessionaire shall provide 6 fibers of OPGW exclusively for internal use of MPPTCL and 6 Fibers of ADSS cable for respective Distribution Companies. Balance fibers shall be available for the telecom business. The Fixed and Variable Revenue of ROW charges shall not be affected on account of above provision in any case. As far as laying of OPGW cable by way of replacement of existing earthwire, in EHV transmission lines is concerned, the requirement is for OPGW having up to 48 fibers with all required equipments and accessories. Out of these 48 fibers, 6 fibers shall be reserved for use of MPPTCL and balance 42 fibers shall be available to concessionaire for Telecom Business. Similarly, in case of ADSS cable for which separate arrangement for laying of cable shall be made, the cable shall have 48 fibers out of which 6 fibers shall be reserved for exclusive use of concerned distribution company and balance 42 fibers shall be available to Concessionaire for Telecom Business.

3.5

Project

Implementation:

The

Concessionaire shall

propose an overall

implementation plan and schedule for the Project, taking into account seasonal weather conditions, system constraints and other relevant factors. Implementation Steps shall include; (a) Design and parameterize the Optical Fiber Cabling network, including implementation strategies. (b) Conduct site/route surveys, identify equipment locations and required site preparations. 3.6 The Concessionaire will ensure selection of appropriate suppliers, timely supply and delivery of material so as to complete the project within specified time frame. Technical quality of material should be in accordance with good utility practice (e.g. PGCIL equivalent or better) conforming to relevant national/international standards as per technical specification.

49

3.7

Operations & Maintenance: The Concessionaire shall engage an experienced O&M team or hire qualified and trained personnel for operation and maintenance of the Optical Fibre Network. The preventive and corrective maintenance of the Optical Fiber cable to be utilized for telecom business shall be carried out by the Concessionaire at its own cost. The procedure for such preventive and emergency maintenance shall be confirmed in writing by Concessionaire.

3.7.1 Avoidance of operational and physical conflicts during maintenance of OPGW / ADSS Network: a) The Concessionaire shall ensure that OPGW provided on 400/ 220/ 132 KV transmission lines meets the requisite standards prescribed for transmission lines. b) Installation of OPGW shall be planned appropriately on live line conditions not to interrupt power flow on the lines. In case installation is to be done under off line conditions, the activities can be clubbed with maintenance shutdown, if possible. c) Forced shutdown on transmission lines shall not be allowed on demand by Concessionaire exclusively for maintenance of OPGW. However, any maintenance activity may be planned during maintenance shutdown of transmission lines. d) Concessionaire shall make all necessary arrangements for laying of OPGW in case of any rerouting / LILO of existing transmission lines. e) Similarly for ADSS Cables the Concessionaire shall ensure that ADSS cable meets the requisite standards. Installation of ADSS shall be planned appropriately as not to interrupt power flow on the lines. Forced shutdown on distribution lines shall not be allowed on demand by Concessionaire exclusively for maintenance of ADSS. However, any maintenance activity may be planned during maintenance shutdown of distribution lines. 3.8. Network Capacity for Internal Use by MPPTCL and DISCOMs: MPPTCL and DISCOMs require 6 fibers capacity for Internal Use (CIU) for ABT metering, RTU connectivity, VOIP, etc. The Concessionaire shall be required to reserve 6 fibres from the installed Network Capacity of up to 48 fibres of OPGW Network for MPPTCL and 6 fibers from the installed network capacity of 48 fibers

50

of ADSS network of respective DISCOMs as part of its obligations, without any consideration. 3.9 3.9.1 Expansion Plan: For Existing Transmission Lines: a) MPPTCL and DISCOMs shall offer ROW to the Concessionaire for laying of the OPGW/ ADSS cables on available existing lines. b) In case Concessionaire does not intend to or not in a position to lay OPGW / ADSS cables on any particular route, then, the Concessionaire shall have the First Right of Refusal. In such an eventuality, MPPTCL shall be free to assign the said work to another party and the Concessionaire shall not have any right to object against MPPTCLs decision. c) The concessionaire shall pay one time ROW charges for the expanded network on the prorata basis for OPGW @ Rs. 25,000/- per Km and for ADSS @ Rs.10,000/- per Km in propotion to the capital costs for OPGW and ADSS cables required for MP Power Net Project. 3.9.2 For New Transmission / Distribution lines: a) MPPTCL and DISCOMs shall offer ROW to the Concessionaire for laying of the OPGW/ADSS cables on new routes where lines are constructed without OPGW/ADSS cables for expansion of its network.
b) MPPTCL and DISCOMs may also require laying of OPGW/ADSS cables

themselves on new transmission lines for expansion of its network. Fibres on these new lines shall be offered to the Concessionaire and the Concessionaire shall have the First Right of Refusal to accept the fibres for leasing to the third parties. The Commercial charges shall cover the rentals of cables which will be in accordance with the rentals payable to MPPTCL for the use of Electrical Infrastructure of MPPTCL & DISCOMs by the Concessionaire. 3.10 Availability of Space and Power: Space for Installation of Regenerator and Telecommunication equipments shall ordinarily not be under the scope of the contract. The Concessionaire shall make arrangements for space and necessary power supply. If sparable, MPPTCL and respective DISCOMs shall endevour to provide required

51

space of up to approximately 100 sq ft. on free of cost basis subject to availability for installation of equipment for commercial use by Concessionaire. Due to the limited covered area in sub-stations, the open land in adjacent space may also be considered for installing telecom shelters on commercial basis. The power shall be arranged by the Concessionaire at his cost. The commercial charges shall be payable on metered bills. 3.11 Roll out obligation: follows: Table: Roll out Milestones Type of Cable OPGW ADSS Roll Out Commitment 5000 kms 8000 kms 1000 kms 2000 kms 1000 kms 2000 kms 1500 kms 2000 kms 1500 kms 2000 kms Year -1 Year -2 Year -3 Year -4

3.11.1 Bidder shall undertake roll out of OPGW and ADSS Network scheduled as

Rollout for installation of ADSS shall be completed evenly for all the Discoms. 3.11.2 The details of Transmission and Distribution Lines proposed for laying

OPGW and ADSS cables are given in following Schedules:

Schedule V A Schedule V B.1: Schedule V - B.2: Schedule V B.3: : OPGW cable on MPPTCL network ADSS cable on Central DISCOM network ADSS cable on West DISCOM network ADSS cable on East DISCOM network

3.11.3 Rollout obligation shall be covered by a Performance Guarantee issued by a Nationalised Bank for an amount of Rs 12.5 Crores (Rupees Twelve Crores Fifty Lakhs Only), in the event of project distance and time covered as per table above, being the target milestone levels. Delay in achieving roll out milestones will attract liquidated damages, as defined in clause 2.31. 3.12 Concession Period : The Project is based on Design, Build, Finance, Operate and Transfer ("DBFOT") basis with contract period of 15 years which may be extended for further period of 5 (five) years at the sole discretion of the MPPTCL/DISCOMs.

52

3.13.1 Technical and commercial risks: All technical and commercial risks shall lie on the part of Concessionaire. The Concessionaire shall be entitled to utilize the allocated electrical infrastructure only. The MPPTCL /DISCOMs at their discretion may utilize the electrical infrastructure for other business purpose. Outage of OPGW due to damages, transmission lines breakdowns or for any other reasons shall not make the MPPTCL liable for any payment towards compensation for losses on any account to the Concessionaire. Similarly outage of ADSS due to damages, Distribution lines breakdowns or for any other reasons shall not make the DISCOMs liable for any payment towards compensation for losses on any account to the Concessionaire. The damage caused to OPGW/ADSS while in service shall have to be made good by the Concessionaire without loss of time at his own resources. The MPPTCL /DISCOMs shall not provide any material or manpower for such repairs. On account of technical decision taken by the MPPTCL/DISCOMs, any future diversion/rerouting/Line-in-line-out or any change in transmission/distribution network etc. on which the OPGW/ADSS has been provided by the Concessionaire, the laying of OPGW/ADSS on the diverted lines shall have to be done by the Concessionaire without any liability on the MPPTCL/DISCOMs. Any damage to property of the MPPTCL/DISCOMs due to breakage of OPGW/ADSS or accident to the public or MPPTCL/DISCOMs Employees during the subsistence of the Agreement will be suitably compensated by the Concessionaire, and all the cost and expenses in this regard will be borne by the Concessionaire. 3.14 Allocation of Infrastructure: The Concessionaire shall generally be allocated EHV/Distribution lines for providing Optical Fiber Infrastructure in continuous manner. Once the lines are allocated, subsequent changes in allocation, if required, can be considered at sole discretion of the MPPTCL/DISCOMs In case of ADSS cable, the DISCOM companies will make their best efforts in

53

providing ROW on continuous lines, however any exception due to non-feasibility or non-availability of the lines beyond the control of DISCOMs shall be treated as exclusion. If Concessionaire successfully operates the allocated route length and further intends for allocation of additional route length for telecom business purpose, he may be considered for allotment of additional route length at the absolute discretion of the MPPTCL/DISCOMs. On account of this additional allotment, Concessionaire has to pay the proportionate rental charges and revenue of fixed and variable componenet.

54

. Schedule I (A) Technical specifications for OPGW and ADSS Cables

The specifications given below are broad details of OPGW and ADSS cables, associated hardware and fittings for the purpose of assessing and estimating quantum of work involved in the project and assist bidders in preparing response to the RFP.
Fibre Optic Cabling: This section defines the requirements for upto 48 Fibers Dualwindow Single mode (DWSM) telecommunications grade fibre optic cable. Bidders shall furnish with their bids, detailed descriptions of the cable(s) proposed. All optical fibre cabling including fibre itself and all associated installation hardware shall have a minimum guaranteed design life span of 25 years. Documentary evidence in support of guaranteed life span of cable and fibre shall be submitted by the parties with their submissions. 1 Required Optical Fibre Characteristics : This section describes the

characteristics of optical fibre to be provided under this specification and conforming to ITU-T/CCITT Rec. G.652 (A through D), G.653, G.654, G.655, G.656, G.701, G.702, G.703, G.708/, 711/12/14/35. 1.1 Physical Characteristics: Dual-Window Single mode (DWSM), optical fibres shall be provided in the quantities specified in the RFP. DWSM optical fibres shall meet the requirements defined in Table 1. 1.2 Attenuation: The attenuation coefficient for wavelengths between 1525 nm and 1575 nm shall not exceed the attenuation coefficient at 1550 nm by more than 0.05 dB/km. The attenuation coefficient between 1285 nm and 1330 nm shall not exceed the attenuation coefficient at 1310 nm by more than 0.05 dB/km. The attenuation of the fibre shall be distributed uniformly throughout its length such that there are no point discontinuities in excess of 0.10 dB.

55

Maximum attenuation @ 1550nm: 0.21 dB/km x total km + 0.05 dB/splice x no. of splices + 0.5 dB/connector x no. of connectors Maximum attenuation @ 1310nm: 0.35dB/km x total km + 0.05 dB/splice x no. of splices + 0.5 dB/connector x no. of connectors.

Table 1: Fibre Description: Mode Field Diameter: Cladding Diameter: Core field concentricity error Cladding non-circularity Cable Cut-off Wavelength cc Proof Stress Attenuation Coefficient:

DWSM Optical Fibre Characteristics Dual-Window Single-Mode 8.6 to 9.5 m ( 0.6m) at 1310 nm 125.0 m 1 m 0.6 m 1% 1260 nm 0.69 Gpa @ 1310 nm @1383 nm @ 1550 nm 0.35 dB/km 0.35 dB/km 0.21dB/km

Chromatic Dispersion;

Maximum:

18 ps/(nm x km) @ 1550 nm 3.5 ps/(nm x km) 1288-1339nm 5.3 ps/(nm x km) 1271-1360nm 1300 to 1324nm 0.092 ps/(nm2xkm) maximum 0.2 ps/km^ Induced attenuation 0.05 dB (-60C - +85C ) @ 1310 nm (752 mm dia Mandrel), 100 turns; Attenuation Rise 0.05 dB/km @ 1550 nm (752 mm dia Mandrel), 100 turns; Attenuation Rise 0.10 dB/km @ 1550 nm (320.5 mm dia Mandrel, 1 turn; Attenuation Rise 0.50 dB/km

Zero Dispersion Wavelength: Zero Dispersion Slope: Polarization mode dispersion coefficient Temperature Dependence: Bend Performance:

1.3

The Bidder shall have manufacturing experience to cover the cables with Aluminum extrude tube with dielectric multitub optical core, dielectric single central optical tube up to 48 fibres, without dielectric tubes, stainless steel central welded tube, stainless steel lateral welded tube, stainless steel central welded tube embedded

56

in Aluminum, Ultimate Tensile Strength Type Test with RTS>300 kN. The process to include vertical manufacturing process within the company that guarantees integrated quality control and avoid shortages including, Glass perform manufacturing for G652/ G.653/ G.654/ G.655/ G656, Fiber manufacturing, ACS wires manufacturing, Cable manufacturing. For achieving the above, the Bidder may take support from a competent Technology provider, having experience in the above field. 1.4 The bidder shall have capabilities & experience towards supplying OPGW Cables for projects covering all possible climates and environmental conditions in Madhya Pradesh. 2 Fibre Optic Cable Construction Overhead Fibre Optic Cables shall be OPGW (Optical Ground Wire). The OPGW cable is proposed to be installed on the 400kV/220 kV/132kV transmission lines. The design of each cable type shall account for the varying operating and environmental conditions that the cable shall experience while in service. 2.1 Transmission Line Details Typical details of Transmission lines are indicated in the RFP. 2.2 Optical Fibre Cable Link Lengths The estimated optical fibre link lengths are provided for each required link in the RFP. However, the parties shall supply & install the optical fibre cable as required based on detailed site survey to be carried out by the parties during the project execution. The optical fibre link lengths are defined as transmission line route lengths from Gantry at one terminating station to the Gantry in the other terminating station. The actual cable lengths to be delivered shall take into account various factors such as sag, service loops, splicing, working lengths & wastage etc. 2.3 Optical Fibre Identification Individual optical fibres within a fibre unit and fibre units shall be identifiable in accordance with EIA/TIA 598 or IEC 60304 or Bellcore GR-20 colour-coding scheme. Colouring utilized for colour coding optical fibres shall be integrated into the fibre coating and shall be homogenous. The colour shall not bleed from one fibre to another and shall not fade during fibre preparation for termination or splicing.

57

Each cable shall have traceability of each fibre back to the original fibre manufacturer's fibre number and parameters of the fibre. 2.4 Buffer Tube Loose tube construction shall be implemented. The individually coated optical fibre(s) shall be surrounded by a buffer for protection from physical damage during fabrication, installation and operation of the cable. The fibre coating and buffer shall be strippable for splicing and termination. 2.5 Optical Fibre Strain & Sag-Tension Chart The fibre optic cable shall be designed and installed such that the optical fibres experience no strain under all loading conditions defined in IS 802. Zero fibre strain condition shall apply even after a 25 year cable creep. For the purpose of this specification, the following definitions shall apply: Maximum Working Tension (MWT) is defined as the maximum cable tension at which there is no fibre strain. The No Fibre Strain condition is defined as fibre strain of less than or equal to 0.05%, as determined by direct measurements through IEC/ ETSI (FOTP) specified optical reflectometry techniques. The Cable Strain Margin is defined as the maximum cable strain at which there is no fibre strain. The cable Maximum Allowable Tension (MAT) is defined as the maximum tension experienced by the Cable under the worst case loading condition. The cable Max Strain is defined as the maximum strain experienced by the Cable under the worst case loading condition. The cable Every Day Tension (EDT) is defined as the maximum cable tension on any span under normal conditions. The Ultimate /Rated Tensile Strength (UTS/ RTS/ breaking strength) is defined as the maximum tensile load applied and held constant for one minute at which the specimen shall not break. For preparing Sag-tension charts for the OPGW cable the following conditions shall be met:

58

The Max Allowable Tension (MAT) / max strain shall be less than or equal to the MWT/ Strain margin of the cable.

The sag shall not exceed the Earthwire sag. The Max Allowable Tension shall also be less than or equal to 0.4 times the UTS. The 25 year creep at 25% of UTS (creep test as per IEEE 1138) shall be such that the 25 year creep plus the cable strain at Max Allowable Tension (MAT) is less than or equal to the cable strain margin.

The Every Day Tension (EDT) shall not exceed 20% of the UTS for the OPGW cable.

2.6

Cable Materials The materials used for optical fibre cable construction, shall meet the following requirements:

2.6.1 Filling Materials The interstices of the fibre optic unit and cable shall be filled with a suitable compound to prohibit any moisture ingress or any water longitudinal migration within the fibre optic unit or along the fibre optic cable. The water tightness of the cable shall meet or exceed the test performance criteria as per IEC-794-1-F-5. The filling compound used shall be a non-toxic homogenous waterproofing compound that is nonconductive and free of dirt and foreign matter, non hygroscopic, electrically non-nutritive to fungus. The compound shall also be fully

compatible with all cable components it may come in contact with and shall inhibit the generation of hydrogen within the cable. The filling compound shall remain stable for ambient temp. between -20 C and +65 C and shall not drip, flow or leak with age or at high temperatures during short duration lightning strike and short circuit currents The filling compound shall meet the requirements of Seepage of Filling Compound test as per EIA/TIA 45581 for 80 C temperature. The waterproofing filling materials shall not affect fibre coating, colour coding, or encapsulant commonly used in splice enclosures, shall be dermatologically safe, non- staining and easily removable with a non-toxic cleaning solvent.

59

2.6.2 Metallic Members When the fibre optic cable design incorporates metallic elements in its construction, all metallic elements shall be electrically continuous. 2.7 OPGW cable Installation Requirement The OPGW cable shall be installed under live line conditions i.e. with all the circuits of the transmission line charged to their rated voltage. The OPGW cable shall be installed at the top of the tower by replacing the existing ground wire under the live line conditions. The parties shall carry out re-tensioning of the existing earth wire wherever required to maintain the adequate clearances for live line stringing of fibre optic cables. However, in exceptional cases installation of OPGW cable below conductor may also be considered on low voltage lines which shall be decided during detailed engineering. 2.8 Optical Ground Wire (OPGW) OPGW cable construction shall comply with IEEE1138-2009. The cable provided shall meet both the construction and performance requirements such that the ground wire function, the optical fibre integrity and optical transmission characteristics are suitable for the intended purpose. The cable shall consist of optical fibre units as defined in this specification. There shall be no factory splices within the cable structure of a continuous cable length. The composite fibre optic overhead groundwire shall be made up of buffered optical fibre units embedded in a water tight aluminium/aluminium alloy/stainless steel protective fibre optic unit surrounded by concentric-lay stranded metallic wires in single or multiple layers. The dual purpose of the composite cable is to provide the electrical and physical characteristics of conventional overhead ground wire while providing the optical transmission properties of optical fibre. 2.8.1 Fibre Optic Unit The fibre optic unit shall be designed to house and protect multiple buffered optical fibre units from damage due to forces such as crushing, bending, twisting, tensile stress and moisture. Fibre optic unit may be of aluminium or stainless steel tube or stainless steel tube with aluminium protective coating. In case of aluminium

60

protective coating the coating must completely cover the tubes leaving no exposed areas of tubing that can make electrical contact either directly or indirectly through moisture, contamination, protrusions etc with the surrounding stranded wires. The tube may be fabricated as a seamless tube, seam welded, or a tube without a welded seam.

2.8.2 Basic Construction The cable construction shall conform to the applicable requirements of specification, applicable clauses of IEC 61089 related to stranded conductors and Table 2 OPGW Mechanical and Electrical Characteristics. The wires may be of multiple layers with a combination of various metallic wires within each layer. The direction of lay for each successive layer shall be reversed. The finished wires shall contain no joints or splices. The wires shall be so stranded that when the complete OPGW is cut, the individual wires can be readily regrouped and then held in place by one hand. 2.8.3 Breaking Strength The rated breaking strength of the completed OPGW shall be taken as no more than 90 percent of the sum of the rated breaking strengths of the individual wires, calculated from their nominal diameter and the specified minimum tensile strength. The rated breaking strength shall not include the strength of the optical unit. The fibre optic unit shall not be considered a load bearing tension member when determining the total rated breaking strength of the composite conductor. 2.8.4 Electrical and Mechanical Requirements Table 2 provides OPGW Electrical and Mechanical Requirements for the minimum performance characteristics. Additionally, the OPGW mechanical & electrical characteristics shall be similar to the electrical & mechanical characteristics of the Earthwire being replaced such that there is no or minimal consequential increase in stresses on towers. The cable construction shall conform to the applicable requirements of, applicable clauses of IEEE1138-2009 and Table 1-OPGW Mechanical and Electrical requirements. 1.5 The Bidder shall have experience of manufacturing and type testing for OPGW cables with diameter from <= 10mm ranging to >=20mm. The fiber count shall be

61

upto 48 fibers and double armour cables. The OPGW cable should be with the latest technology using loose tube with aluminium clad steel wires and/or aluminium alloy wires. The wires may be on multiple layers with a combination of various metallic wires within each layer. The direction of lay shall be reversed in successive layers. The finished wires shall contain no joints or splices. The wires shall be so stranded that when the complete OPGW is cut, the individual wires can be readily regrouped and then held in place by one hand. experience in the above field. For achieving the above, the Bidder may take support from a competent Technology provider, having

Table2 : OPGW Electrical and Mechanical Requirements

1 2 3 4 5 6 7 8

Overall Diameter Minimum Breaking Load Unit Mass Max Sag at 0 C and No Wind Everyday Tension at 32 C, no wind Max tension at 32 C, wind pressure 135 Kg/m2 D.C. Resistance at 20 C Short Circuit Current

16 mm 50 KN < 500 kg/km < 8.706m for 400m Span 18% of UTS of OPGW 2610 kg on full projected area, 400m span <1.0 ohm/km 6.32 kA for 1.0 second without exceeding 200C

2.8.5 Operating conditions Since OPGW shall be located at the top of the EHV transmission line support structure, it will be subjected to Aeolian vibration, galloping and lightning strikes. It will also carry ground fault currents. Therefore, its electrical and mechanical properties shall be the same or similar as those required of conventional ground conductors. 2.8.6 Installation OPGW shall be mostly installed under live line condition, i.e. with all circuits charged to the rated line voltage as specified in this section. The installation shall be generally in accordance with the IEEE Guide to the Installation of Overhead Transmission Line Conductors (IEEE Standard 524 with latest revisions), with additional instructions and precautions for live line working and fibre optic cable

62

handling. The stringing procedure shall be submitted prior to stringing for its approval. A tower structural analysis shall be carried out by the parties to ensure that with the replacement of existing Earthwire with the OPGW cable, the tower members remain within the statutory safety limits and if required the parties shall carry out the tower strengthening as necessary. The OPGW cable sections shall normally be terminated & spliced only on tension towers. 2.8.7 Installation Hardware The scope of supply of the optical cable includes the assessment, supply and installation of all required fittings and hardware such as Tension assembly, Suspension assembly, Vibration dampers, Reinforcing rods, Earthing clamps, Downlead clamps, splice enclosure etc. The Bidder shall provide documentation justifying the adequacy and suitability of the hardware supplied. The parties shall determine the exact requirements of all accessories used to install and secure the OPGW. The OPGW hardware fittings and accessories shall follow the general requirements regarding design, materials, dimensions & tolerances, protection against corrosion and markings. The fittings and accessories described herein are indicative of installation hardware typically used for OPGW installations and shall not necessarily be limited to the following: (a) Suspension Assemblies: Preformed armour grip suspension clamps or aluminium alloy armour rods/ reinforcing rods shall be used. The supply shall include all the components of the suspension assembly including shackles, bolts, nuts, washers, split pins, etc. (b) Dead End Clamp Assemblies: All dead end clamp assemblies shall preferably be of performed armoured grip type and shall include all necessary hardware for attaching the assembly to the tower strain plates. (c) Clamp Assembly Earthing Wire: Earthwire consisting of a 1500 mm length of aluminium or aluminium alloy conductor equivalent in size to the OPGW shall be used to earth suspension and dead end clamp assemblies to the tower structure.

63

(d)

Structure Attachment Clamp Assemblies: Clamp assemblies used to

attach the OPGW to the structures, shall have two parallel grooves for the OPGW, one on either side of the connecting bolt. (e) Vibration Dampers: Vibration dampers having different frequencies spread within the Aeolian frequency bandwidth, shall be used for suspension and tension points in each span. The parties shall determine the exact numbers and placement of vibration dampers through a detailed vibration analysis. Vibration damper clamps shall be made of aluminium or aluminium alloy shall support the dampers during installation. 2.9 All Dielectric Self - Supporting (ADSS) Cable ADSS cable shall be used for inter connecting OPGW cable with the terminal gantry at the substation/power house/office. The ADSS cable shall follow the recommendations of IEEEP1222. The ADSS cable shall be based on the following characteristics: The ADSS cable shall be of all dielectric construction and designed to withstand the electromagnetic fields in the high voltage towers. The Supplier shall list the electrical parameters of the ADSS cable types which are proposed. The Supplier shall describe the design methods, including how the ADSS cable is located in the electromagnetic field in the tower. The location of the cable shall be selected by the Supplier, based on electric field analysis, to permit adequate clearances from the conductors and minimize the effects of the electric field on the sheath. The cable structure shall be such that the fibres are protected against water, hydrogen, ultraviolet radiation and other environmental hazards encountered in India.The electrical and mechanical characteristics of ADSS cable are described in the Table 3 Table 3: Typical Characteristics of ADSS Cable
i) ii) iii) iv ) v) Overall Diameter Minimum bend radius Weight Tensile strength Allowable sag 13.0 mm 3.0 mm < 285 mm during installation 200 mm installed < 160 kg/km. > 16000 N during installation > 12500 N long term (Installed) < 1.0 % of Maximum span length

64

3.

Fibre Optic Splice Enclosures (Joint Box) All splices shall be encased in Fibre Optic Splice Enclosures. Suitable splice enclosures shall be provided in line with TECGR/OJC-02/02 Sept 2003 to encase the optical fiber splices in protective, moisture and dust free environment. The splice enclosures shall be designed for the storage and protection of required no of optical fibre splices and equipped with sufficient number of splice trays for splicing all fibres in the cable. They shall be filled with suitable encapsulant that is easily removable should re-entry be required into the enclosures. Splice enclosures shall be suitable for outdoor use with each of the cable types provided under this contract.

3.1

Optical Fibre Splices Splicing of the optical fibre cabling shall be minimized through careful planning. There shall be no mid-span splices allowed. All required splices shall be planned to occur on tower structures or inside substations. All optical fibre splicing shall comply with the following: (a) (b) (c) All fibre splices shall be accomplished through fusion splicing. Each fibre splice shall be fitted with a splice protection sheath fitted over the final splice. For each link, bi-directional attenuation of single mode fusion splices, shall not average more than 0.05 dB and no single splice loss shall exceed 0.1 dB when measured at 1550 nm.

Fibre Optic Approach Cables For purposes of this specification, a fibre optic approach cable is defined as the armoured underground fibre optic cable required to connect Overhead Fiber Optic Cable (OPGW) between the final in line splice enclosure on the gantry/tower forming the termination of the fibre cable on the power line and the Fibre Optic Distribution Panel (FODP) installed within the building. The estimated fibre optic approach cabling length shall be decided during site survey or detailed engineering.

4.1

Basic Construction The cable shall be suitable for direct burial, laying in trenches & PVC/Hume ducts, laying under false flooring and on indoor or outdoor cable raceways.

65

4.2

Jacket Construction & Material The Approach Cable shall be a UV resistant, rodent proof, armoured cable with metallic type of armouring.

4.3

Optical, Electrical and Mechanical Requirements Approach cable shall contain fibres with identical optical/ physical characteristics as those in the OPGW cables. The cable core shall comprise of tensile strength member(s), fibre support/bedding structure, core wrap/bedding, and an overall impervious jacket.

Installation of Approach Cable A network of cable trenches and/or ducts may exist at some sites. The parties shall make its best effort to route the cable through the existing available cable trenches. The approach cable shall be laid in the HDPE pipe in all conditions. In order to utilise the existing trenches, the approach cable may be required to be colocated with HV and LV cables. Accordingly, the approach cable shall be installed in corrosion resistant flexible conduit. Suitable provisions shall be made by the parties to ensure adequate safety earthing and insulated protection for the approach cable. All required fittings, supports, accessories, ducts, inner ducts, conduits, risers and any item not specially mentioned but required for lay and installation of approach cables shall be supplied and installed by the parties.

Optical Fibre Termination and Splicing Optical fibre terminations shall be installed in Fibre Optic Distribution Panels (FODP designed to provide protection for fibre splicing of preconnectorized pigtails and to accommodate connectorized termination and coupling of the fibre cables. The parties shall provide rack mounted Fibre Optic Distribution Panels (FODPs) and shall terminate the fibre optic cabling up to the FODPs.

6.1

Fibre Optic Distribution Panels(FODP) Panels shall be required at each location with the termination of at least one fibre within a cable. All fibres within that cable shall be connectorized and terminated in Fibre Optic Distribution Panels.

66

7.

Climatic Conditions in Madhya Pradesh: The typical claimatic conditions in the state of Madhya Pradesh are as follows: 1 2 3 4 5 6 7 8 9 10 Location in the state of Maximum ambient air temperature (0C) Minimum temperature in shade(0C) Maximum relative humidity (%) Average daily ambient air temperature(0C) ISOCERANIC Level (days/year) (Average number of thunder storm days) Average rainfall (mm) Maximum wind pressure(kg/square meter) Max. Altitudes above mean sea level(meters) Seismic level (Horizontal acceleration) (g) MADHYA PRADESH 50 1. 95(sometimes approaches saturation) 400 Centigrade 50 1250 150 1000 0.3

NOTE:

Moderately hot and humid tropical climate conducive to rust and fungus growth. The climatic conditions are also prone to wide variations in ambient conditions. Stroke is also present in the atmosphere. Heavy lightening also occurs during June to October.

8.

Principal Parameters Of Existing Earth Wire In MPPTCL: The standard technical particulars of 7/3.66mm galvanized steel earth wires in use: Sr.No. a) b) c) d) e) f) Details of steel strands Material Stranding Weight per Km Dia. Of wire Tolerance Minimum elongation in 100 mm length Earth Wire Steel 7 583 Kgs 3.66 mm 2% 5 mm

67

g) h) i)

Minimum breaking strength per strand Minimum tensile strength D.C. resistance at 20 Deg. C

1000 Kg 95 Kg./ mm2 17.15 Ohms/Km

The details of Stranded (Composite) Earth Wire: Sr.No. I Ii Iii Iv V Vi Vii Viii Ix Details of Stranded Earth Wire Maximum Length of Lay Minimum Length of Lay Minimum breaking load Overall diameter Modulus of elasticity Co-efficient of linear expansion Weight of zinc coating on wire No. of one minute dip and half minute dip respectively Calculated d.c. Resistance at 20 Deg.C Earth Wire 198 165 6972 Kgs 10.98 mm 1.933 x 106 Kg./cm2 11.50x10-6 per Deg. C 257 gms./m2 (Min.) 3 one minute and half minute 2.5 Ohms per Km 1

68

SCHEDULE-II Part -1 CONCESSION AGREEMENT FOR MP POWER NET PROJECT IN THE STATE OF MADHYA PRADESH

69

INDEX S. No. General 1. 1.1 Definition and interpretation 1.2 Scope of Project 1.3 Rights and obligations 1.4 Governing Law and Jurisdiction 1.5 Language 1.6 Notices 1.7 Member in-charge 1.8 Authorised Representatives 1.9 Taxes and Duties 1.10.1 Representations and warranties of the Concessionaire 1.10.2 Representations and warranties of the MPPTCL/Discom 1.11 Disclaimer Commencement, completion and termination of Agreement 2.1 Effectiveness of Agreement 2.2 Financial Closure 2.3 Termination due to failure to achieve financial closure 2.4 Commencement of work 2.4.1 Termination of agreement for failure to commence contract 2.5.1 Termination due to Concessionaire Default 2.5.2 Termination due to MPPTCL/Discom Default 2.6 Expiration of agreement 2.7 Entire Agreement Force Majeure 3.1 Definition 3.2 Non-Political Event 3.3 Indirect Political Event 3.4 Political Event 3.5 Duty to report Force Majeure Event 3.6 Effect of Force Majeure Event on the Contract 3.7 Allocation of costs arising out of Force Majeure 3.8 Termination Notice for Force Majeure Event 3.9 Termination Payment for Force Majeure Event 3.10 Excuse from performance of obligations 3.11 Consultation Suspension of Agreement 4.1 Suspension of agreement 4.2 Cessation of rights and obligations 4.3 Cessation of contract 4.4 Disputes about events of termination Obligations of the Concessionaire 5.1 Standards of performance 5.2 Scope of works 5.3 Applicable laws Confidentiality Indemnification Insurance Concessionaires actions requiring the MPPTCLs /Discoms prior approval 70 Reporting obligations Providing access to Project Office and Personnel Change in applicable law 5 5 9 9 10 10 10 11 11 12 12 14 14 14 14 14 15 15 15 15 18 19 20 20 20 20 21 21 21 22 22 22 23 23 23 23 23 24 24 24 25 25 25 25 25 26 29 31 31 31 31 Description Page No.

2.

3.

4.

5.

6. 7. 8. 9. 10. 11. 12.

S. No. 13.

Description Obligations & Responsibilities 13.1 Key responsibility of Concessionaire 13.2 Other Responsibilities of Concessionaire 13.3 Responsibility of the MPPTCL/Discom Roll out milestones Scope of work Business of the Concessionaire Accounting, inspection and Auditing Safety requirements Monitoring of operation & Maintenance 19.1 Monthly/Daily status report 19.2 Reports of unusual occurrence 19.3 Tests 19.4 Remedial measures Payment 20.1 Currency of payment 20.2 Letter of credit 20.3 Escrow account Performance Security Liquidated damages and penalties 22.1 Liquidated damages for delay 22.2 Encashment and appropriation of performance security 22.3 Penalty for deficiency in contract Settlement of Disputes 23.1 Amicable settlement 23.2 Dispute resolution 23.3 Conciliation 23.4 Arbitration Intellectual Property Rights and Use No Effect on Core Business Divestment of Rights and Interest Annexure-1 - Scope of works along with RFP Document Annexure-2 - Payment Schedule Annexure-3 - Roll Out Milestones Annexure-4 - OPGW & ADSS Network details

14. 15. 16. 17. 18. 19.

20.

21. 22.

23.

24 25 26

Page No. 31 31 32 33 34 34 37 37 38 38 38 38 38 38 38 39 39 39 41 42 42 42 42 43 42 42 43 43 44 44 44 47 48 49 50

71

CONCESSION AGREEMENT FOR MP POWER NET PROJECT This Concession Agreement (hereinafter called the Agreement) is made on the ________day of the month of_______ Between M.P. Power Transmission Company Ltd., a company incorporated under the Companies Act, 1956, having its Registered Office at Block No. 2, Shakti Bhawan, Rampur, Jabalpur (Madhy Pradesh), which expression shall include their respective successors and permitted assigns, unless the context otherwise requires (hereinafter called the MPPTCL), and M.P. Poorva Kshetra Vidyut Vitaran Company Ltd., a company incorporated under the Companies Act, 1956, having its Registered Office at Shakti Bhawan, Rampur, Jabalpur (Madhy Pradesh), which expression shall include their respective successors and permitted assigns, unless the context otherwise requires (hereinafter called the MPPoKVVCL), and M.P. Madhya Kshetra Vidyut Vitaran Company Ltd., a company incorporated under the Companies Act, 1956, having its Registered Office at Nishtha Parisar Bhopal (Madhy Pradesh), which expression shall include their respective successors and permitted assigns, unless the context otherwise requires (hereinafter called the MPMKVVCL),and M.P. Paschim Kshetra Vidyut Vitaran Company Ltd., a company incorporated under the Companies Act, 1956, having its Registered Office at Pologround, Indore (Madhy Pradesh), which expression shall include their respective successors and permitted assigns, unless the context otherwise requires (hereinafter called the MPPaKVCL), collectively on one part. AND M/s. _____________________________, a company incorporated under the Companies Act, 1956, having its Registered Office at ____________________ (hereinafter called the Concessionaire which expression shall include their respective successors and permitted assigns) on the other part. WHEREAS: (A) MPPTCL is a fully owned company of the Government of M.P. and acting in the capacity of Nodal Company on behalf of Three Distribution Companies, viz: Madhya Pradesh Poorva Kshetra Vidyut Vitaran Company (East DISCOM), Madhya Pradesh Madhya Kshetra Vidyut Vitaran Company (Central DISCOM) and Madhya Pradesh Pashchim Kshetra Vidyut Vitaran Company (West DISCOM), hereinafter referred to as Discoms;

72

(B)

MPPTCL invited Request for Proposal for selection of Concessionaire for development of a MP Power NET Project in the State of Madhya Pradesh (hereinafter called the Project); The Concessionaire submitted its Bids for the aforesaid work, whereby the Concessionaire represented to the Nodal Company that it has the requisite technical skills and financial capability to execute the Project and also agreed to provide Optical Fiber Network using Electrical infrastructure of the MPPTCL/DISCOMs on the terms and conditions as setforth in the RFP and this Agreement; and The Nodal Company, on acceptance of the aforesaid Bid of the Concessionaire, awarded the contract to the Concessionaire vide its Letter of Award dated _________________ (the LOA); and In pursuance of the LOA, the parties have agreed to enter into this Agreement.

(C)

(D)

(E)

NOW, THEREFORE, the parties hereto hereby agree as follows: 1. 1.1 1.1.1 GENERAL Definitions and Interpretation The words and expressions beginning with capital letters and defined in this Agreement shall, unless the context otherwise requires, have the meaning hereinafter respectively assigned to them:

a)

Actual Gross Revenue means the annual gross revenue earned by the Concessionaire from the M.P. Power Net Project as per the audited annual accounts statements of the SPV, for that particular financial year.

b) Adjusted Equity shall have the meaning as defined in clause no. 2.5.2.4 of this Concession Agreement; c) d) Agreement means this Agreement, together with all the Annexures; Agreement Period means period from effective date to date of termination of agreement. Appointed Date means date on which Financial Closure is achieved. "Applicable Permits"' means all clearances, licenses, permits, authorizations, no objection certificates, consents, approvals and exemptions required to be obtained or maintained under Applicable Laws in connection with the installation, operation and maintenance of the MP Power Net Project during the subsistence of this Agreement;

e) f)

73

g) Applicable Laws means the laws and any other instruments having the force of law in India as they may be issued and in force from time to time; h) Arbitration Act means the Arbitration and Conciliation Act, 1996 and shall include modifications to or any re-enactment thereof, as in force from time to time; Bid means the documents in their entirety comprised in the bid submitted by the Bidder in response to the Request for Proposals in accordance with the provisions thereof; Concessionaire means Concessionaire, selected through the process of RFP and who shall be responsible to execute the work as per this Agreement. Concession Agreement means an agreement between Concessionaire and the MPPTCL, MPPoKVVCL, MPMKVVCL, MPPaKVVCL for development of MP Power Net Project in the State of MP, on DBFOT basis. Confidential Information shall have the meaning set forth in Clause- 6.0 of this Concession Agreement; Contract means the work to be performed by the Concessionaire pursuant to this Agreement, as described in the Scope of Work in clause no. 15.0 of this Concession Agreement; Cure Period means period specified for curing any breach of default. Damages means agreed genuine pre estimated loss and damage likely to be suffered by the Party entitled to receive the same not by way of penalty. Debt Due shall have the meaning as defined in clause no. 2.5.2.5 of this Concession Agreement;

i)

j)

k)

l)

m)

n) o)

p)

q) Default means breach or failure to perform obligations contained in this Agreement and more particularly detailed in clause no.- 2.5 of this Concession Agreement; r) DBFOT means Design, Build, Finance, Operate and Transfer as clause no. 15.7 of this Concession Agreement; s) Discoms means MPPoKVVCL,MPMKVVCL and MPPuKVVCL; t) Dispute shall have the meaning set forth in Clause no.- 23 of this Concession Agreement; specified in

74

u) Effective Date means the date on which this Agreement comes into force and effect pursuant to Clause no.-2.1 of this Conceesion Agreement; v) Escrow Account means an escrow account established in terms of and under this agreement pursuant to Clause no.-20.3.1 of this Concession Agreement; w) Escrow Agreement shall have the meaning set forth in Clause no.- 20.3.1.2 of this Concession Agreement; x) Escrow Bank shall have the meaning set forth in Clause no.- 20.3.1.1 of this Concession Ageement; y) Financial Package" means the financing package indicating the total capital cost of the MP Power Net Project and the means of financing as approved by the Senior Lenders, and includes Equity, all financial assistance specified in the Financing Agreements, Subordinated Debt, if any; z) Financial Closure means the fulfillment of all conditions precedent to the initial availability of funds under the Financing Agreements; aa) Financing Agreement means the Agreement executed by the Concessionaire in respect of financial assistance to be provided by the Senior Lenders. ab) Government means the Government of Madhya Pradesh. ac) Indemnified Party means party entitle to the benefit of indemnity.

ad) Indemnifying Party means party obliged to indemnify the other party. ae) LOA or Letter of Award means the letter of award referred to in part of agreement; inception

af)

Lead Member shall have the meaning set forth in clause no.-1.7 of this Concession Agreement; Lender Means financial institutions, banks, funds and trustees for bond holders or debenture holders, who have provided funds to the Concessionaire for financing any part of the Project.

ag)

ah) Letter of Credit means an Unconditional, Revolving & irrevocable letter of credit as per clause no. -20.2 of this Concession Agreement; ai) "Lenders' Representative" means the person duly authorized by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters

75

arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes; aj) ak) `E` or Rs. means Indian Rupees; Material Adverse Effect, means a material adverse effect of any act or event on the ability of either Party to perform any of its obligations under and in accordance with the provisions of this agreement and which act or event causes a material finanacial burden or loss to either Party; Member, in case the Concessionaire consists of a joint venture or consortium of more than one entity, means any of these entities, and Members means all of these entities;

al)

am) Party means the MPPTCL, MPPoKVVCL, MPMKVVCL, MPPaKVVCL or the Concessionaire, as the case may be, and Parties means all of them; an) Performance Guarantee Period shall have the meaning set forth in Clause no.-21.2 of this Concession Agreement; "Project Agreements means this Agreement, the Financing Agreements, and Escrow Agreements incidental to this Project. "Project Assets means all physical and other assets relating to and forming part of the MP Power Net Project . Projected Gross Revenue means it is the annual gross revenue estimated by the Concessionaire which the Concessionaire is expected to earn, specifically from MP Power Net Project. RFP means the Request For Proposal in response to which the Concessionaires Bid for providing Contract was accepted; Roll- out Milestone shall have the meaning set forth in Clause 14 of this Concession Agreement; Roll out Period means the period which covers the period of Roll-out Milestone and any further extension/s thereof; Senior Lenders means the financial institutions, banks, and multilateral lending agencies including their successors and assignees, who have agreed to guarantee or provide finance to the Concessionaire. SPV means Special Purpose Vehicle formed and registered under

ao)

ap)

aq)

ar)

as)

at)

au)

av)

76

Companies Act, 1956 by the Concessionaire to execute the Proejct in accordance with the terms of the Agreement and performance of obligatons setforth in the Agreement. aw) Termination means early termination of this Agreemet pursuant to Termination Notice or otherwise in accordance with the provisions of this Agreement but shall not, unless the context otherwise reqauires, include Expiry. ax) "Termination Notice" means the communication issued in accordance with this Agreement by one Party to the other Party terminating this Agreement; ay) Third Party means any person or entity other than the Government, the MPPTCL/ DISCOMs and the Concessionaire. Transfer Date means the date on which this Agreement and the Contract hereunder expires pursuant to the provisions of this Agreement;

az)

aaa) Vesting Certificate shall have the meaning set forth in Clause no. -26.2 of this Concession Agreement; All terms and words not defined herein shall, unless the context otherwise requires, have the meaning assigned to them in the RFP. 1.1.2 The following documents along with all addenda issued thereto shall be deemed to form and be read and construed as integral parts of this Agreement and in case of any contradiction between or among them the priority in which a document would prevail over another would be as laid down below beginning from the highest priority to the lowest priority: a. b. c. d. 1.1.3 Agreement; Annexes of Agreement; RFP; Letter of Award.

Relation between the Parties The relationship between the Parties herein shall be that of Principal to Principal. Nothing contained herein shall be construed as establishing a relation of master and servant or of agent and principal as between the MPPTCL/DISCOMs and the Concessionaire. The Concessionaire shall, subject to this Agreement, have complete charge of development of MP Power NET Project and shall be fully responsible for the Project.

1.2

Scope of the Project: The scope of the Project (the Scope of the Project) shall mean and include, during the Agreement Period:

77

(a)

Development of MP Power Net Project using allocated MPPTCLs / DISCOMs infrastructure at its own cost and expense on Design Build, Finance, Operate and Transfer basis, which inter-alia means that Concessionaire shall, at its own cost and expense, procure finance and undertake the design, engineering, procurement, installation, operation and maintenance of the MP Power Net Project in accordance with the provisions of this Agreement. Performance and fulfillment of all other obligations/responsibilities of the Concessionaire in accordance with the provisions of this Agreement and matters incidental thereto or necessary for the performance of any or all of the obligations of the Concessionaire under this Agreement. The Scope of Works to be executed by the Concessionaire is specified at Annex-1 of this Agreement. The Concessionaire shall meet out the Roll Out obligations specified therein in conformity with the time schedule stated therein. Rights and obligations The mutual rights and obligations of the MPPTCL/DISCOMs and the Concessionaire shall be as set forth in the Agreement, in particular: a. The Concessionaire shall develop the MP Power Net Project using allocated MPPTCLs/ DISCOMs Infrastructure at its own cost and expense in accordance with the provisions of the Agreement; and make the payment to the Nodal Company for utilizing electrical infrastructure /ROW of MPPTCL/DISCOMs in accordance with terms of agreement ; b. Subject to and in accordance with the provisions of this Agreement, the Concessionaire shall, at its own cost and expense, procure finance for and undertake the design, engineering, procurement, installation, operation and maintenance of the MP Power Net Project and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder during the Agreement Period; and c.The MPPTCL/DISCOMs shall make available the electrical infrastructure /ROW of MPPTCL/DISCOMs for development of MP Power Net Project and Nodal Company shall receive payments from the Concessionaire in accordance with the provisions of this Agreement.

(b)

(c)

1.3

1.4

Governing law and jurisdiction This Agreement shall be construed and interpreted in accordance with and governed by the laws of India, and the courts at Jabalpur (MP) shall have exclusive jurisdiction in all matters arising out of or relating to this Agreement.

1.5

Language All notices required to be given by one Party to the other Party and all other

78

communications, documentation and proceedings which are in any way relevant to this Agreement shall be in writing and in English language. 1.6 Notices Any notice or other communication to be given by any Party to the other Party under or in connection with the matters contemplated by this Agreement shall be in writing and shall: a. In the case of the Concessionaire, be given by facsimile or e-mail and by letter delivered by hand to the address given and marked for attention of the Concessionaires Representative set out below in Clause 1.8 or to such other person as the Concessionaire may from time to time designate by notice to the MPPTCL/DISCOMs; provided that notices or other communications to be given to an address outside Jabalpur may, if they are subsequently confirmed by sending a copy thereof by registered acknowledgement due, air mail or by courier, be sent by facsimile or e-mail to the number as the Concessionaire may from time to time designate by notice to the MPPTCL/DISCOMs; b. In the case of the MPPTCL/DISCOMs, be given by facsimile or e-mail and by letter delivered by hand and be addressed to the MPPTCL / DISCOMs with a copy delivered to the MPPTCLs/DISCOMs Representative set out below in Clause 1.8 or to such other person as the MPPTCL/DISCOMs may from time to time designate by notice to the Concessionaire; provided that if the Concessionaire does not have an office in Jabalpur it may send such notice by facsimile or e-mail, if they are subsequently confirmed by registered acknowledgement due, air mail or by courier; and c. Any notice or communication by a Party to the other Party, given in accordance herewith, shall be deemed to have been delivered when in the normal course of post it ought to have been delivered and in all other cases, it shall be deemed to have been delivered on the actual date and time of delivery; provided that in the case of facsimile or e-mail, it shall be deemed to have been delivered on the working days following the date of its delivery. 1.7 Member-in-charge In case the Concessionaire consists of a Joint Venture (JV) / Consortium of more than one entity, the Parties agree that the Lead Member shall have and continue to have until the terminiation of the Agreement majority stake in equity share holding (paid up and subscribed) in the said SPV and act on behalf of the Members in exercising all the Concessionaires rights and obligations towards the MPPTCL/DISCOMs under this Agreement, including without limitation the receiving of instructions from MPPTCL/DISCOMs. In case selected Concessionaire is a single entity, the parties further agree that the selected Concessionaire shall have and continue to have until the terminiation of the Agreement atleast 51% Subscribed and Paid up equity in the said SPV. 1.8 1.8.1 Authorised Representatives Any action required or permitted to be taken, and any document required or

79

permitted to be executed, under this Agreement by the MPPTCL/DISCOMs or the Concessionaire, as the case may be, may be taken or executed by the officials specified in this Clause. 1.8.2 The MPPTCL/DISCOMs may, from time to time, designate one of its officials as their Representative. Unless otherwise notified, the MPPTCL/DISCOMs Representative shall be: MPPTCLs Representative Name : ---------------Tel : ---------------Mobile: --------------Fax : ---------------Email : ---------------MPPoKVVCLs Representative Name : ---------------Tel : ---------------Mobile: --------------Fax : ---------------Email : ---------------MPMKVVCLs Representative Name : ---------------Tel : ---------------Mobile: --------------Fax : ---------------Email : ---------------MPPaKVVCLs Representative Name : ---------------Tel : ---------------Mobile: --------------Fax : ---------------Email : ---------------The Concessionaire may designate one of its employees as Concessionaires Representative. Unless otherwise notified, the Concessionaires Representative shall be: Name : ---------------Tel : ---------------Mobile: --------------Fax : ---------------Email : ---------------1.9 Taxes and duties : Unless otherwise specified in the Agreement, the Concessionaire shall be fully responsible for payment of all such taxes, duties,

(1)

(2)

(3)

(4)

1.8.3

80

fees and other impositions as may be levied under the Applicable Laws. 1.10 REPRESENTATIONS AND WARRANTIES

1.10.1 Representations and warranties of the Concessionaire The Concessionaire represents and warrants to MPPTCL/DISCOMs that: (a) It is duly organised and validly existing entity under the laws of India, and has full power and authority to execute the agreement and perform its obligations defined under this Agreement and to carry out the transactions contemplated hereby; It has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; It has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; Obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; It is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; The information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; There are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; It has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement The Consortium/JV Members of the Concessionaire and its/their Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; The JV/Consortium/JV Member of the Concessionaire is duly organised and validly existing under the laws of the jurisdiction of its incorporation,

(b)

(c) (d) (e)

(f)

(g)

(h)

(i)

(j)

81

and has requested MPPTCL/DISCOMs to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (k) All its rights and interests in the Project shall pass to and vest in MPPTCL/ DISCOMs on the Transfer Date free and clear of all liens, claims and encumbrances, No representation or warranty by it contained herein or in any other document furnished by it to MPPTCL/DISCOMs or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; No sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of MPPTCL/DISCOMs in connection therewith; and All information provided by the Consortium/JV Members in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects. The Concessionaire shall, at all times ensure that it has atleast equity holding in the SPV. 51%

(l)

(m)

(n)

(o)

1.10.2 Representations and warranties of MPPTCL/DISCOMs MPPTCL/DISCOMs represents and warrants to the Concessionaire that: (a) It has full power and authority to execute the Agreement, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; It has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Agreement; This Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; It has no knowledge of any violation or default with respect to any order,

(b) (c) (d)

82

writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on MPPTCLs/DISCOMs ability to perform its obligations under this Agreement; (e) 1.11 It has complied with Applicable Laws in all material respects.

DISCLAIMER

1.11.1 The Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire has, after a complete and careful examination, made an independent evaluation of the Request for Proposal, Scope of the Project, Specifications and Standards and all information provided by MPPTCL/ DISCOMs or obtained procured or gathered otherwise, and has determined to its satisfaction the accuracy or otherwise thereof and the nature and extent of difficulties, risks and hazards as are likely to arise or may be faced by it in the course of performance of its obligations hereunder. 1.11.2 The Concessionaire acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth in Clause 1.11.1. above and hereby acknowledges and agrees that MPPTCL/DISCOMs shall not be liable for the same in any manner whatsoever to the Concessionaire. . 1.11.3 Except as otherwise provided in this Agreement, all risks relating to the Project shall be borne by the Concessionaire and MPPTCL/DISCOMs shall not be liable in any manner for such risks or the consequences thereof. 2. 2.1 COMMENCEMENT, COMPLETION & TERMINATION OF AGREEMENT Effectiveness of Agreement This Agreement shall come into force and effect on the date of execution of this Agreement (the Effective Date). 2.2 2.2.1 Financial Closure The Concessionaire hereby agrees and undertakes that it shall achieve Financial Closure within 90 (Ninety) days from the date of this Agreement and in the event of delay, it shall be entitled for further period not exceeding 90 days subject to payment of Damages to the MPPTCL in a sum calculated at the rate of 0.1%(zero point one percent) of the Performance Security for each day of delay. The Concessionaire shall, upon occurrence of Financial Closure, notify the MPPTCL forthwith, and shall have provided to the MPPTCL, 3 (three) true copies of the Financial Package and the Financial Model, duly attested by a Director of the Concessionaire, along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the Senior Lenders. The Concessionaire shall form Special Purpose Vehicle (the SPV) under Indian Companies Act, 1956 to execute the Project and the SPV shall undertake implementation of entire Scope of Work for the project as a part of its key roles and responsibilities.

2.2.2

2.2.3

83

2.2.4

Substitution Agreement: (Applicable in case Lender is introduced) The Concessionaire agrees to assign its rights, title and interest in the Concession to and in favour of the Lender or its representative, pursuant to and in accordance with the provisions of Concession Agreement by way of security in respect of financing by the Lenders under the Financing Agreements. The Concessionaire accordingly agrees to execute a Substitution Agreement as per format annexed herewith in Part-2.

2.3 2.3.1

Termination due to failure to achieve Financial Closure In the event that Financial Closure does not occur, for any reason whatsoever, within the period set forth in Clause 2.2.1 or the extended period provided thereunder, all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be forfeited and the Agreement shall be terminated. Upon Termination due to above Clause, the MPPTCL shall be entitled to encash the Performance Security and appropriate the proceeds thereof as Damages. Commencement of Work The Concessionaire shall commence the work within 30 (thirty) days of the financial closure.

2.3.2 2.4

2.4.1

Termination of Agreement for failure to commence Contract If the Concessionaire does not achieve the Financial Closure or commence the Contract within the period specified in Clause 2.4 above, the MPPTCL may, by not less than 2 (two) weeks notice to the Concessionaire, this Agreement shall stand terminated and in the event of such a termination, the Performance Security of the Concessionaire shall be forefeited. TERMINATION DUE TO DEFAULT

2.5

2.5.1 TERMINATION DUE TO CONCESSIONAIRE DEFAULT 2.5.1.1 During Roll out Period: If default occurs during the period of first year to fourth year of Roll-out period. 2.5.1.2 During Post Roll Out Operations Period: If default occurs during the period of Year - 5 to Year -15 (or any further extension) during which the Concessionaire is required to expand, operate and maintain the optical fibre network. 2.5.1.3 Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Concessionaire shall be deemed to be in default of this Agreement (the Concessionaire Default), unless the default has occurred solely as a result of any breach of this Agreement by the MPPTCL/DISCOMs or due to Force Majeure. The defaults referred to herein shall include:

84

a) The Concessionaire has failed to make any payment due (including without limitation ROW charges) to MPPTCL within the period specified in clause no.-20 of this Concession Agreement ; b) Irreparable Network failures: It shall mean non-performance of any part of network during the period of this Agreement, for continuous period of 15 (fifteen) days due to design flaws, irreparable damages and use of material of inferior quality or of material not in conformance to RFP, technical specifications or in operation and maintenance. c) Network Security: It shall mean breach of Safety and security measures or Maintenance Requirements by the Concessionaire as per clause 18.0 and 19.0 of this Concession Agreement and as given in Scope of Work in the RFP document ; d) Non-functioning of Capacity for Internal Use (CIU) consisting of six fibres: It shall mean the Fibres reserved for use by MPPTCL and DISCOMs are unusable due to flaw in designs or in operation and maintenance. e) Failure of the Concessionaire to replenish or provide fresh Performance Security (any one) within a Cure Period of 30 (thirty) days, in case where the Performance Security has been encashed and appropriated; f) The Concessionaire does not achieve the latest outstanding Roll-out Milestone due in accordance with the provisions of Clause 14 and continues to be in default for 120 (one hundred and twenty) days;

g) The Concessionaire abandons or manifests intention to abandon the installation or operation of the Optical Cable System without the prior written consent of the MPPTCL/DISCOMs; h) A breach of any of the Project Agreements by the Concessionaire has caused a Material Adverse Effect; i) j) The Concessionaire creates any Encumbrance in breach of this Agreement; The Concessionaire repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement;

k) A Change in Ownership of the Concessionaire has occurred in breach of the provisions . l) Any representation or warranty of the Concessionaire herein contained which is, as of the date hereof, found to be materially false, incorrect or misleading or the Concessionaire is at any time hereafter found to be in breach thereof;

m) The requisite License i.e. IP1, Class-A Electrical License etc. has been suspended or has otherwise expired; n) The Concessionaire submits to the MPPTCL/DISCOMs a statement which has a material effect on the rights, obligations or interests of the MPPTCL /DISCOMs and which the Concessionaire knows to be false;

85

o) The Concessionaire has failed to fulfil any obligation specified in clause no.-5.0 of this Conceesion Agreement or p) The Concessionaire commits a default in complying with any other provision of this Agreement if such default causes or may cause a Material Adverse Effect on MPPTCL/DISCOMs. 2.5.1.4 Without prejudice to any other rights or remedies which the MPPTCL/Discom may have under this Agreement, upon occurrence of a Concessionaire Default, the MPPTCL/Discom shall be entitled to terminate this Agreement by issuing a Termination Notice to the Concessionaire; provided that before issuing the Termination Notice, the MPPTCL/discom shall by a notice inform the Concessionaire of its intention to issue such Termination Notice and grant two weeks to the Concessionaire to make a representation, and may after the expiry of such notice period, whether or not it is in receipt of such representation, in its sole discretion issue the Termination Notice. 2.5.1.5 Termination Payment Due to Default of Concessionaire Upon termination, the Concessionaire will cease to have any right or claim over the OPGW and ADSS cables along with its all accessories (the said Asset) and Lenders of the SPV shall have right of use of the said Assets by substitution agreement. The Substitution agreement shall be executed to substitute the Concessionaire with Lenders as per the format of Substitution Agreement . The Lenders shall takeover the Business of concessionaire & make use of the 42 fibres of OPGW/ ADSS network for continuing the Business. The payment due to termination, however, shall be governed as follows: a) During Roll-out period: No Payment shall be due or payable on account of Termination of Agreement to Concessionaire Default during the Roll Out period. b) During period of Operation of the Agreement (Post Roll-out): The use of the said Assets and any payment thereof to the concessionaire shall be done by Lenders as under: (i) The Lenders shall continue Business of Network for the remaining period i.e. Concession Period of 15 years (-) period before Default. (ii) The Fixed and Variable component of revenue as per contract on Concessionaire at time of bidding shall be paid by the Lenders to MPPTCL/ DISCOMs and any excess revenue received shall be adjusted against debt given to the Concessionaire by Lenders. No other payment or compensation shall be paid by MPPTCL/ DISCOM to the Lenders. 2.5.1.6 Liability for defects after Termination The Concessionaire shall be responsible for all defects and deficiencies in the Optical Fiber System for a period of 60 ( Sixty) days after Termination, and it shall have the obligation to repair or rectify, at its own cost, all defects and deficiencies observed by the MPPTCL/DISCOMs during the aforesaid period. In the event that

86

the Concessionaire fails to repair or rectify such defect or deficiency within a period of 15 (fifteen) days from the date of notice issued by the MPPTCL/ DISCOMs in this behalf, the MPPTCL/DISCOMs shall be entitled to get the same repaired or rectified at the Concessionaires risk and cost.

2.5.2

TERMINATION DUE TO MPPTCL/DISCOMs DEFAULT

2.5.2.1During Roll out Period: If default occurs during the period of first year to fourth year of Roll-out period. 2.5.2.2During Post Roll Out Operations Period: If default occurs during the period of Year - 5 to Year -15 (or any further extension) . 2.5.2.3 The Concessionaire may after giving two weeks notice in writing to MPPTCL/DISCOMs, terminate this Agreement, upon the occurrence and continuation of any of the following events, unless any such MPPTCL/DISCOMs Event of Default has occurred as a result of Concessionaire Event of Default or due to a Force Majeure Event. i. MPPTCL/DISCOMs is in breach its obligations under this Agreement and such breach has a Material Adverse Effect on the Concessionaire and MPPTCL/ DISCOMs has failed to cure such breach or take effective steps for curing such breach within two weeks of receipt of notice in this behalf from the Concessionaire; MPPTCL/DISCOMs repudiates this Agreement or otherwise evidences an irrevocable intention not to be bound by this Agreement;

ii.

2.5.2.4 Termination Payment Due to MPPTCL/DISCOMs Default: Upon Termination of the Agreement on account of MPPTCL/Discoms Default, MPPTCL/DISCOMs shall pay to the Lenders, by way of Termination Payment, which shall be equal to sum of (a) The debt due less insurance cover, and (b) Adjusted equity which shall be equal to net depreciated value of the project calculated with depreciation @ 6.67% (100/15) per annum on straight line basis from the begining of project less debt due. For this purpose the cost of Network which have been completed and laid, shall be taken for calculating amount of debt and equity on prorata basis. 2.5.2.5 The Debt due for above shall have meaning as under: Debt Due: means the aggregate of the following sums expressed in Indian Rupees outstanding on the Transfer Date;

87

a)

The principal amount of the debt provided by the Senior Lenders under the Financing Agreements for financing the Total Project Cost (the principal) but excluding any part of the principal that had fallen due for repayment prior to the Transfer Date; All accrued interest, financing fees and charges payable under the financing Agreements on, or in respect of, the debt referred to in Sub-clause (a) above until the Transfer Date but excluding (i) any interest, fees or charges that had fallen due prior to the Transfer Date, (ii) any penal interest or charges payable under the Financing Agreements to any Senior Lender, and (iii) any pre-payment charges in relation to accelerated repayment of debt except where such charges have arisen due to MPPTCLs termination; and Any Subordinated Debt which is included in the Financial Package and disbursed by lenders for financing the Total Project Cost provided that if all or any part of the Debt Due is Convertible into Equity at the option of Senior Lenders and/ or the Concessionaire, it shall for the purpose of this Agreement be deemed to be Debt Due only where conversion has taken place and the principal thereof shall be default with as if such conversion had not been undertaken; Agreement, for any reason whatsoever,

b)

c)

2.5.3

Upon Termination of this MPPTCL/DISCOMs shall: (i) (ii) (iii) (iv)

Take possession and control of Network forthwith; take possession and control forthwith of any materials, Equipments, etc. on or about the Site; restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Network;and/or succeed upon election by MPPTCL/DISCOMs without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreement as MPPTCL/DISCOMs may in its discretion deem appropriate. Upon such election, all sums claimed by Contractors of Concessionaire, as being due and owing for work and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors and MPPTCL/ DISCOMs shall in no way or manner be liable or responsible for such sums.

2.6 2.6.1

Expiration of Agreement Unless terminated earlier pursuant to Clauses 3 of this Agreement or unless extended by the Parties by mutual consent, this Agreement shall expire upon the expiry of a period of 15 (fifteen) years from the Effective Date.

88

2.6.2

Upon expiration, due to efflux of time the MPPTCL/DISCOMs shall make no payment for OPGW/ ADSS Infrastructure provided by the Concessionaire and OPGW / ADSS infrastructure shall become the property of MPPTCL/DISCOMs without any liability thereof. Entire Agreement This Agreement and the Annexures together as specified in clause 1.1.2 as also RFP shall constitute a complete and exhaustive statement of the terms of the agreement between the Parties on the subject hereof and no amendment or modification hereto shall be valid and effective unless such modification or amendment is agreed to inwriting by the parties and duly executed by persons especially empower in this behalf by the respective parties. All prior written or oral understandings, offers or other communications of every kind pertaining to this Agreement are abrogated and withdrawn; provided, however, that the obligations of the Concessionaire arising out of the provisions of the RFP shall continue to subsist and shall be deemed to form part of this Agreement. Without prejudice to the generality of the provisions of Clauses 2.7.1 on matters not covered by this Agreement, the provisions of RFP shall apply. FORCE MAJEURE Definition-Force Majeure As used in this Agreement, the expression Force Majeure or Force Majeure Event shall mean occurrence in India of any or all of Non-Political Event, Indirect Political Event and Political Event, as defined in Clauses 3.2, 3.3 and 3.4 respectively, if it affects the performance by the Party claiming the benefit of Force Majeure (the Affected Party) of its obligations under this Agreement and which act or event (i) is beyond the reasonable control of the Affected Party, and (ii) the Affected Party could not have prevented or overcome by exercise of due diligence and following Good Industry Practice, and (iii) has Material Adverse Effect on the Affected Party.

2.7 2.7.1

2.7.2 3. 3.1

3.2

Non-Political Event A Non-Political Event shall mean one or more of the following acts or events in the State of Madhya Pradesh : (a) Act of God, epidemic, extremely adverse weather conditions, lightning, earthquake, landslide, cyclone, flood, volcanic eruption, chemical or radioactive contamination or ionising radiation, fire or explosion (to the extent of contamination or radiation or fire or explosion originating from a source external to the Site); (b) Any failure or delay of a Contractor but only to the extent caused by another Non-Political Event and which does not result in any offsetting compensation being payable to the Concessionaire by or on behalf of such Contractor; (c) Any delay or failure of an overseas contractor to deliver OPGW/ADSS cable and associated equipments, or other major equipment in India if such delay or

89

failure is caused outside India by any event specified in sub-clause (a) above and which does not result in any offsetting compensation being payable to the Concessionaire by or on behalf of such contractor; (d) Any judgment or order of any court of competent jurisdiction or statutory authority made against the Concessionaire in any proceedings for reasons other than (i) failure of the Concessionaire to comply with any Applicable Law or Applicable Permit, or (ii) on account of breach of any Applicable Law or Applicable Permit or of any contract, or (iii) enforcement of this Agreement, or (iv) exercise of any of its rights under this Agreement by the MPPTCL/DISCOMs; 3.3 Indirect Political Event An Indirect Political Event shall mean one or more of the following acts or events: (a) An act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action, civil commotion or politically motivated sabotage; (b) Industry-wide or State-wide strikes or industrial action for a continuous period of 24 (twenty four) hours and exceeding an aggregate period of 7 (seven) days in an Accounting Year; (d) Any failure or delay of a Contractor to the extent caused by any Indirect Political Event and which does not result in any offsetting compensation being payable to the Concessionaire by or on behalf of such Contractor; (e) Any Indirect Political Event that causes a Non-Political Event; or 3.4 Political Event A Political Event shall mean one or more of the following acts or events by or on account of any Government Instrumentality: (a) Change in Law, only if consequences thereof cannot be dealt with under and in accordance with the provisions of this agreement; (b) Compulsory acquisition in national interest or expropriation of any Project Assets or rights of the Concessionaire or of the Contractors; (c) Unlawful or unauthorised or without jurisdiction revocation of, or refusal to renew or grant without valid cause, any clearance, license, permit, authorisation, no objection certificate, consent, approval or exemption required by the Concessionaire or any of the Contractors to perform their respective obligations under this Agreement and the Project Agreements; provided that such delay, modification, denial, refusal or revocation did not result from the Concessionaires or any Contractors inability or failure to comply with any condition relating to grant, maintenance or renewal of such clearance, license, authorisation, no objection certificate, exemption, consent, approval or permit;

90

(d) Any failure or delay of a Contractor but only to the extent caused by another Political Event and which does not result in any offsetting compensation being payable to the Concessionaire by or on behalf of such Contractor. 3.5 3.5.1 Duty to report Force Majeure Event Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report such occurrence to the other Party forthwith. Any notice pursuant hereto shall include full particulars of: (a) (b) The nature and extent of each Force Majeure Event which is the subject of any claim for relief under this Article 3 with evidence in support thereof; The estimated duration and the effect or probable effect which such Force Majeure Event is having or will have on the Affected Partys performance of its obligations under this Agreement;

(c) The measures which the Affected Party is taking or proposes to take for alleviating the impact of such Force Majeure Event; and (d) Any other information relevant to the Affected Partys claim. 3.5.2 The Affected Party shall not be entitled to any relief for or in respect of a Force Majeure Event unless it shall have notified the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable, and in any event no later than 7 (seven) days after the Affected Party knew, or ought reasonably to have known, of its occurrence, and shall have given particulars of the probable material effect that the Force Majeure Event is likely to have on the performance of its obligations under this Agreement. For so long as the Affected Party continues to claim to be materially affected by such Force Majeure Event, it shall provide the other Party with regular (and not less than weekly) reports containing information as required by Clause 3.5.1, and such other information as the other Party may reasonably request the Affected Party to provide. Effect of Force Majeure Event on the Contract Upon the occurrence of any Force Majeure Event prior to the Appointed Date, the period set forth in Clause 2.2.1 for achieving Financial Closure shall be extended by a period equal in length to the duration of the Force Majeure Event. At any time after the Appointed Date, if any Force Majeure Event occurs, the Agreement Period and the dates set forth in the Roll Out Milestone shall be extended by a period equal in length to the duration for which such Force Majeure Event subsists. Allocation of costs arising out of Force Majeure Upon occurrence of any Force Majeure Event during Agreement Period, the Parties shall bear their respective costs and no Party shall be required to pay to

3.5.3

3.6 3.6.1

3.6.2

3.7 3.7.1

91

the other Party any costs incurred due to force majeure. However, the Concessionaire is required to pay the Revenue Share (Fixed and Variable component) during the period of force majeure as per the contract. It is agreed by the parties that if Force Majeure subsists for more than 50% of the OPGW/ADSS Network, in such case Concessionaire shall be required to pay Fixed Revenue share and proportionate Variable Revenue share. 3.8 Termination Notice for Force Majeure Event If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days or more within a continuous period of 365 (three hundred and sixty five) days, either Party may in its discretion terminate this Agreement by issuing a Termination Notice to the other Party without being liable in any manner whatsoever, save as provided in this Article 3, and upon issue of such Termination Notice, this Agreement shall, notwithstanding anything to the contrary contained herein, stand terminated forthwith; provided that before issuing such Termination Notice, the Party intending to issue the Termination Notice shall inform the other Party of such intention and grant 15 (fifteen) days time to make a representation, and may after the expiry of such 15 (fifteen) days period, whether or not it is in receipt of such representation, in its sole discretion issue the Termination Notice. 3.9 Termination Payment for Force Majeure Event If the Agreement is terminated on account of a Force Majeure Event, the MPPTCL/DISCOMs shall make a Termination Payment to the Concessionaire, an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover.For this purpose the cost of Network which have been completed and laid, shall be taken for calculating amount of debt and equity on prorata basis. 3.10 Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that: (a) The suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (b) The Affected Party shall make all reasonable efforts to mitigate or limit damage to the other Party arising out of or as a result of the existence or occurrence of such Force Majeure Event and to cure the same with due diligence; and (c) When the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the other Party notice to that effect and shall promptly resume performance of its obligations. 3.11 Consultation Not later than 30 (thirty) days after the Concessionaire has, as the result of an

92

event of Force Majeure, become unable to perform a material portion of the Contract, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances. 4.0 Suspension of Agreement If the Concessionaire shall be in breach of this Agreement or fails to perform any of its obligations under this Agreement, MPPTCL/DISCOMs may, by written notice of suspension to the Concessionaire, suspend the operation of this Agreement.; provided that such notice of suspension shall (i) specify the nature of the breach or failure, and (ii) provide an opportunity to the Concessionaire to remedy such breach or failure within a period not exceeding 30 (thirty) days after receipt by the Concessionaire of such notice of suspension. 4.1 The Concessionaire expressly agrees that Termination Payment under this Agreement shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. Cessation of rights and obligations Upon termination of this Agreement pursuant to Clauses 2.3,2.4,2.5 or 3.0 hereof, or upon expiration of this Agreement pursuant to Clause 2.6, hereof, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration, or which expressly survive such Termination; (ii) the obligation of confidentiality set forth in Clause 6, hereof; (iii) the Concessionaires obligation to permit inspection, copying and auditing of such of its accounts and records set forth in Clause 17, as relate to the Concessionaires Contract provided under this Agreement; and (iv) any right or remedy which a Party may have under this Agreement or the Applicable Law. Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of Clause 4.1, any Termination pursuant to the provisions of this Agreement shall be without, prejudice, to the accrued rights of either Party including its right to claim and recover money damages, insurance proceeds, security deposits, and other rights and remedies, which it may have in law or contract. All rights and obligations of either Party under this Agreement, including Termination Payments and Divestment Requirements, shall survive The Termination to the extent such survival is necessary for giving effect to such rights and obligations 4.2.1 Co - termination of Agreements between the Concessionaire and its Customers: Upon termination of this Agreement as provided hereinabove, the agreements between the Concessionaire and its Customers shall also be co-terminus. Accordingly, the rights of customers if any created by concessionaire vide such an Agreement, shall come to an end with the termination of this Agreement. The customers of the Concessionaire shall not have any right against MPPTCL/ DISCOMs and the Concessionaire will indemnify, defend, save and hold harmless the MPPTCL/DISCOMs and its officers, survents, agents and the entities

4.2

93

controlled by MPPTCL/DISCOMs against any or all suits, proceedings, actions, demands and claims from third parties from any loss, damage, cost and expense etc. 4.3 Cessation of Contract Upon termination of this Agreement by notice of either Party to the other pursuant to Clauses 2.5.1, 2.5.2 or 3.0, hereof, the Concessionaire shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Contract to a close in a prompt and orderly manner. 4.4 Disputes about Events of Termination If either Party disputes whether an event specified in Clause 2.5.1 or in Clause 2.5.2 hereof has occurred, such Party may, within 15 (fifteen) days after receipt of notice of termination from the other Party, resolve the matter pursuant to Clause 23 hereof, and this Agreement shall not be terminated on account of such event. In the event parties fail to resolve the disputes in accordance with provisions of Clause 23, hereof, in such cases all suits or proceedings relating to any dispute or claim arising out or in the course of performance of the contract shall be filed exclusively in the courts situated at Jabalpur. The courts at Jabalpur shall have exclusive jurisdiction in all matter of disputes.

5. 5.1

OBLIGATIONS OF THE CONCESSIONAIRE Standards of Performance The Concessionaire shall perform the Contract and carry out its obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced technology and safe and effective equipment, machinery, materials and methods.

5.2

Scope of Works The scope of contract to be performed by the Concessionaire is specified in the Scope of Work at Annex-1 of this Agreement. The Concessionaire shall meet out the Roll Out obligations specified therein in conformity with the time schedule stated therein.

5.3

Applicable Laws The Concessionaire shall perform the Contract in accordance with the Applicable Laws and shall take all practicable steps to ensure that the Personnel and agents of the Concessionaire comply with the Applicable Laws. During the Agreement Period, Concessionaire shall comply with all applicable laws

94

including but not limited to Indian Electrcity Act 2003, Indian Telegraph Act 1885 and such other laws which may be applicable for execution of the MP Power Net Project besides labour laws applicable to its employees viz. Workmen Compensation Act,1923; Payment of Gratuity Act, 1972; Employee P.F. and Miscellaneous Provision Act, 1952; Contract Labour (Regulation & Abolition) Act, 1970; Minimum Wages Act, 1948; Payment of Wages Act, 1936; Equal Remuneration Act, 1979; Payment of Bonus Act, 1965; Industrial Disputes Act, 1947; Industrial Employment (Standing Orders) Act, 1946; Trade Unions Act, 1926; Child Labour (Prohibition & Regulation) Act, 1986; Inter-State Migrant workmens (Regulation of Employment & Conditions of Service Act, 1979; Building and Other Construction workers (Regulation of Employment and Conditions of Service) Act 1996 and the Cess Act,1996; and Factories Act, 1948 with upto dated amendments. The employees of Concessionaire and its sub-contractors shall in no case be treated as the employees of MPPTCL/ DISCOMs at any point of time. 5.4 The Concesionaire shall not create any mortgage, encumbrance or any third party interest, in any manner whatsoever, on the assets of MPPTCL/ Discoms, during the operation of this Agreement. Confidentiality The Concessionaire and its personnel shall not disclose any proprietary information, including information relating to reports, data, drawings, design software or other material, whether written or oral, in electronic or magnetic format, and the contents thereof; and any reports, digests or summaries created or derived from any of the foregoing that is provided by the MPPTCL/DISCOMs to the Concessionaire, and the Personnel; any information provided by or relating to the MPPTCL/DISCOMs, its technology, technical processes, business affairs or finances or any information relating to the MPPTCLs/DISCOMs employees, officers or other professionals or suppliers, customers, or contractors of the MPPTCL/DISCOMs; and any other information which the Concessionaire is under an obligation to keep confidential in relation to the Project, the Contract or this Agreement (Confidential Information), without the prior written consent of the MPPTCL/DISCOMs. Notwithstanding the aforesaid, the Concessionaire and its Personnel may disclose Confidential Information to the extent that such Confidential Information: i. Was in the public domain prior to its delivery to the Concessionaire and the Personnel of either of them or becomes a part of the public knowledge from a source other than the Concessionaire and the Personnel of either of them; ii. Was obtained from a third party with no known duty to maintain its confidentiality; iii. Is required to be disclosed by Applicable Laws or judicial or administrative or by any governmental instrumentalities, provided that for any such disclosure, the Concessionaire and the Personnel or either of them shall give the MPPTCL/DISCOMs, prompt written notice, and use reasonable efforts to ensure that such disclosure is accorded confidential treatment; and iv. Is provided to the professional advisers, agents, auditors or representatives of

6.0

95

the Concessionaire or Personnel of either of them, as is reasonable under the circumstances; provided, however, that the Concessionaire or its SubConcessionaires or Personnel of either of them, as the case may be, shall require their professional advisers, agents, auditors or its representatives, to undertake in writing to keep such Confidential Information, confidential and shall use its best efforts to ensure compliance with such undertaking. 7.0 7.1 7.1.1 INDEMNIFICATION General indemnity The Concessionaire will indemnify, defend, save and hold harmless the MPPTCL/DISCOMs and its officers, servants, agents. Government Instrumentalities and MPPTCL/DISCOMs owned and/ or controlled entities/enterprises, (the "Indemnified Persons") against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Concessionaire to any User or from any negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of the Indemnified Persons. The MPPTCL/DISCOMs will indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature arising out of breach by the MPPTCL/DISCOMs of any of its obligations under this Agreement or any related agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of any of its obligations under any provision of this Agreement or any related agreement and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, affiliates, contractors, servants or agents, the same shall be the liability of the Concessionaire. Indemnity by the Concessionaire Without limiting the generality of Clause 7.1, the Concessionaire shall fully indemnify, hold harmless and defend the MPPTCL/DISCOMs and the Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits;

7.1.2

7.2 7.2.1

96

(b)

payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of it's contractors which are payable by the Concessionaire or any of its contractors.

(c)

7.2.2

Without limiting the generality of the provisions of this Clause 7.0, the Concessionaire shall fully indemnify, hold harmless and defend the Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the MP Power Net Project or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for theMPPTCL/DISCOMs a licence, at no cost to the MPPTCL/DISCOMs, authorising continued use of the Infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes noninfringing.

7.3

Notice and contest of claims In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Clause 7.0 (the "Indemnified Party") it shall notify the other Party (the "Indemnifying Party'') within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction. Defence of claims The Indemnified .Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out

7.4 7.4.1

97

of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Clause 7.0, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 7.4.2 If the Indemnifying Party has exercised its rights under Clause 7.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party exercises its rights under Clause 7.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless; (a) (b) the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or the Indemnifying Party shall not, in fact, have employed ndependent counsel reasonably satisfactory to the Indemnified Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: (i) that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement:

7.4.3

(c)

(d)

Provided that if Sub-clauses (b), (c) or (d) of this Clause 7.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of

98

such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder. 7.5 No consequential claims Notwithstanding anything to the contrary contained in this Clause 7.0, the indemnities herein provided shall not include any claim or recovery in respect of any cost, expense, loss or damage of an indirect, incidental or consequential nature, including loss of profit., except as expressly provided in this Agreement. 7.6 Survival on Termination The provisions of this Clause 7.0 shall survive Termination. 8.0 8.1 8.1.1 INSURANCE Insurance during Concession Period The Concessionaire shall effect and maintain at its own cost, during the Agreement Period, such insurances for such maximum sums as may be required under the Financing Agreements and the Applicable Laws, and such insurances as may be necessary or prudent in accordance with Good Industry Practice. The Concessionaire shall also effect and maintain such insurances as may be necessary for mitigating the risks that may devolve on the MPPTCL/DISCOMs as a consequence of any act or omission of the Concessionaire during the Agreement Period. The Concessionaire shall procure that in each insurance policy, the MPPTCL/DISCOMs shall be a co-insured and that the insurer shall pay the proceeds of insurance into the Escrow Account. For the avoidance of doubt, the level of insurance to be maintained by the Concessionaire after repayment of Senior Lenders' dues in full shall be determined on the same principles as applicable for determining the level of insurance prior to such repayment of Senior Lenders' dues. Without prejudice to the provisions contained in Clause 8.1.1, the Concessionaire shall, during the Agreement Period, procure and maintain Insurance Cover including but not limited to the following: (i) (ii) (iii) (iv) (v) (vi) Loss, damage or destruction of the Project Assets, including assets handed over by the MPPTCL/DISCOMs to the Concessionaire, at replacement value; comprehensive third party liability insurance including injury to or death of personnel of the MPPTCL/DISCOMs or others during installation of OPGW/ADSSs cable on the Transmission/Distribution lines. the Concessionaire's general liability arising out of the Concession; liability to third parties for goods or property damage; workmen's compensation insurance; and any other insurance that may be necessary to protect the Concessionaire and its employees, including all Force Majeure Events that are insurable at commercially reasonable premiums and not otherwise covered in items (i) to (v) above.

8.1.2

99

8.2

Notice to the MPPTCL/DISCOMs No later than 45 (forty five) days prior to Appointed date, the Concessionaire shall by notice furnish to the MPPTCL/DISCOMs, in reasonable detail, information in respect of the insurances that it proposes to effect and maintain in accordance with this Clause 8.0 Within 30 (thirty) days of receipt of such notice, the MPPTCL/DISCOMs may require the Concessionaire to effect and maintain such other insurances as may be necessary pursuant hereto, and in the event of any difference or disagreement relating to any such insurance, the Dispute Resolution Procedure shall apply.

8.3

Evidence of Insurance Cover All insurances obtained by the Concessionaire in accordance with this Clause 8.0 shall be maintained with insurers on terms consistent with Good Industry Practice. Within 15 (fifteen) days of obtaining any insurance cover, the Concessionaire shall furnish to the MPPTCL/DISCOMs, notarised true copies of the certificate(s) of insurance, copies of insurance policies and premia payment receipts in respect of such insurance, and no such insurance shall be cancelled, modified, or allowed to expire or lapse until the expiration of at least 45 (forty five) days after notice of such proposed cancellation, modification or non-renewal has been delivered by the Concessionaire to the MPPTCL/DISCOMs.

8.4

Remedy for failure to insure If the Concessionaire shall fail to effect and keep in force all insurances for which it is responsible pursuant hereto, the MPPTCL/DISCOMs shall have the option to either keep in force any such insurances, and pay such premia and recover the costs thereof from the Concessionaire, or in the event of computation of a Termination Payment, treat an amount equal to the Insurance Cover as deemed to have been received by the Concessionaire.

8.5

Waiver of subrogation All insurance policies in respect of the insurance obtained by the Concessionaire pursuant to this Clause 8.0 shall include a waiver of any and all rights of subrogation or recovery of the insurers thereunder against, inter alia, the MPPTCL/DISCOMs,and its assigns, successors, undertakings and. their subsidiaries, affiliates, employees, insurers and underwriters, and of any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any such person insured under any such policy or in any way connected with any loss, liability or obligation covered by such policies of insurance.

8.6

Concessionaire's waiver The Concessionaire hereby further releases, assigns and waives any and all rights of subrogation or recovery against, inter alia, the MPPTCL/DISCOMs and its assigns, undertakings and their subsidiaries, affiliates, employees, successors,

100

insurers and underwriters, which the Concessionaire may otherwise have or acquire in or from or in any way connected with any loss, liability or obligation covered by policies of insurance maintained or required to be maintained by the Concessionaire pursuant to this Agreement (other than third party liability insurance policies) or because of deductible clauses in or inadequacy of limits of any such policies of insurance. 8.7 Insurance proceeds The proceeds from all insurance claims, except life and injury, shall be paid to the Concessionaire by credit to the Escrow Account. 9 Concessionaires actions requiring the MPPTCL/DISCOMs prior approval The Concessionaire shall obtain the MPPTCLs/DISCOMs prior approval in writing before taking any other action that is specified in this Agreement. 10. Reporting obligations The Concessionaire shall submit to the MPPTCL/DISCOMs ,the fortnightly progress reports of installation of OPGW/ADSS cables during the Roll Out Period. 11. Providing access to Project Office and Personnel The Concessionaire shall ensure that officials of the MPPTCL/DISCOMs are provided unrestricted access to the Project Office and to all Personnel during office hours. The MPPTCLs/DISCOMs official, who has been authorized by the MPPTCL/DISCOMs in this behalf, shall have the right to inspect the Contract in progress, interact with Personnel of the Concessionaire and verify the records relating to the Contract for his satisfaction. 12. Change in Applicable Law If, after the date of this Agreement, there is any change in the Applicable Laws with respect to taxes and duties, the same shall be payable by the Concessionaire at prevailing rate. It is agreed between the parties that if any license fee or charges (in whatever name) imposed by the Government on the Concessionaire at a later date becomes payable, the same shall be paid by the Concessionaire as per applicable law. 13. 13.1 RESPONSIBILITIES: Key responsibilities of Concessionaire: The Concessionaire shall develop the MP Power Net Project using allocated MPPTCLs/ DISCOMs Infrastructure at its own cost and expense in accordance with the provisions of the Agreement; and make the payment to the Nodal Company for utilizing electrical infrastructure /ROW of MPPTCL/DISCOMs in accordance with terms of agreement . The Concessionaire is expected to carry out following activities in detail for development of the MP Power Net Project :-

101

Task 1 : Task 2 : Task 3 : Task 4 : Task 5 :

Planning and Scheme preparation Designing, Survey and Engineering Procurement of cable, hardware and equipment etc. Stores and inventory management (through its own stores) Obtaining approval of the MPPTCL/DISCOMs for Technical Specification and various tests certificates of OPGW/ADSS Cable and associated hardware, equipments, etc. Installation, Testing and Commissioning Daily supervision of work, Operations and Maintenance Obtaining all statutory and non statutory permissions from concerned government/ semi-governments/regulatory authorities and ensure timely and regular compliance of all such statutory and non statutory permissions at Concessionaires own cost Resolve field ROW problems at the cost and expence of Concessionaire Sales and Marketing Operations of Fiber Optic Infrastructure Miscellaneous works associated with the project.

Task 6 : Task 7 : Task 8 :

Task- 9: Task 10 : Task 11: 13.2 i. ii.

Other Responsibilities of Concessionaire: To co-ordinate with MPPTCLs/DISCOMs offices for various site activities envisaged under this Agreement. To carry out detailed survey etc. of the offered transmission line towers/Distribution lines required for selection of tower site and distribution line infrastructure, to prepare site-wise development requirement for equipment. To explore business opportunity with potential customers/telecom operators and marketing. To obtain technical clearance from MPPTCL/DISCOMs for utilizing the allotted tower Sites/ distribution line infrastructure. To make payments of compensation/rentals, if any, for land taken on lease/license from various owners. To make arrangements for the requisite power requirements at the allotted Tower/Line Sites.

iii. iv. v. vi.

102

vii. viii. ix.

To furnish details of the equipment proposed to be deployed by Concessionaire to MPPTCL/DISCOMs. To comply with all applicable laws of the land including Labour Laws as specified herein and as amended from time to time. To be responsible to MPPTCL/DISCOMs for all acts of omission on the part of its officers, employees, agents, representatives or any other person dealing with Concessionaire. To observe all prescribed and statutory safety precautions and safety regulations as specified herein and as amended from time to time. To provide watch and ward facility wherever required. To monitor and maintain cable and equipment installed by Concessionaire. To raise independent invoices on its Customers directly. To make Payments to MPPTCL as per terms of this Agreement. To make all eligible payments towards the insurance amounts for its equipment as well as manpower used by Concessionaire. The Concessionaire shall be liable to the MPPTCL/DISCOMs for any direct loss or damage accrued or likely to accrue due to deficiency in Contract rendered by it. The Parties hereto agree that in case of negligence or willful misconduct on the part of the Concessionaire or on the part of any person or firm acting on behalf of the Concessionaire in carrying out the Contract, the Concessionaire, with respect to damage caused to the MPPTCLs/DISCOMs property, shall be liable to MPPTCL/DISCOMs. To abide by the terms & conditions of this Agreement Responsibility of the MPPTCL/DISCOMs : The MPPTCL/DISCOMs hereby agreed to provide support to the Concessionaire and undertake to comply with the provisions of this Agreement and the Applicable Laws. The MPPTCL/DISCOMs further agee:

x. xi. xii. xiii. xiv. xv. xvi. xvii.

xviii. 13.3

(a) (b) (c)

(d)

To provide Concessionaire the details of Transmission/Distribution Lines available with MPPTCL/DISCOMs on as is where is basis. To provide Concessionaire allotted Towers/Distribution Line Infrastructure for installation, commissioning and maintenance of OPGW/ADSS Network. Upon written request from the Concessionaire, and subject to the Concessionaire complying with Applicable Laws, provide reasonable support and assistance to the Concessionaire in procuring the Applicable Permits related to Forest Clearance, Railways, Road, Local Revenue Authorities and other Transmission Utilities in the State of MP, which necessitates the intervention of MPPTCL, at the cost of Concenssionaire. Facilitate use of Line ROW by the Concessionaire at the cost of concenssionaire.

103

(e) (f) 14.

Support and cooperate with the Concessionaire in the implementation and operation of the Project in accordance with the provisions of this Agreement and Applicable Laws; and To abide by the terms & conditions of this Agreement. ROLL OUT MILESTONES Concessionaire shall be required to achieve the milestone indicated below: Table: Roll out Milestones Type of Cable OPGW ADSS Roll Out Commitment 5000 kms 8000 kms 1000 kms 2000 kms 1000 kms 2000 kms 1500 kms 2000 kms 1500 kms 2000 kms Year -1 Year -2 Year -3 Year -4

15. 15.1

SCOPE OF WORK Design, Technical Specifications: The Concessionaire shall be responsible for preparation of the design and technical specifications of the Project on DBFOT basis. The Concessionaire shall ascertain that Design and technical specifications of OPGW/ADSS and required hardware are in conformity with standards and suitable for the electrical infrastructure to be used. The Concessionaire shall provide basic design/ specification data for the OPGW, communication equipments, requisite hardware for developing optical fiber network on MPPTCLs network to MPPTCL and that of ADSS to DISCOMs. The Concessionaire shall invariably obtain approval of MPPTCL/DISCOMs for the Specifications for OPGW/ADSS requisite hardware before installation of optical fiber network. Specific provision of Fibers: The Concessionaire shall provide 6 fibers of OPGW/ADSS exclusively for internal use of MPPTCL/DISCOMs. The Concessionaire shall make requisite arrangement such as approach cable, Fiber Optic Distribution Panel (FODP) etc. to provide these fibers at enrouting EHV/ Distribution Sub-stations. Balance fibers shall be available for the telecom business. The fixed and variable share of gross revenue shall not be affected on account of above provision in any case. As far as laying of OPGW cable by way of replacement of existing earthwire, in EHV transmission lines is concerned, the requirement is for OPGW having upto 48 fibers with all required accessories.

15.2

15.3

15.4

15.5

Roll out obligation: Rollout obligation is to be secured by Performance Guarantee issued by a Nationalised Bank for an amount equal to Rs 12.5 crores (Rupees Twelve Crore Fifty Lakhs Only) as per table at Annex.-3, being the target milestone levels. Delay in achieving Roll Out Milestones will attract

104

penalty, as defined in clause-22. 15.6 Project Implementation: The Concessionaire shall propose an overall implementation plan and schedule for the Project, taking into account seasonal weather conditions, system constraints and other relevant factors. Implementation Steps shall include; (a) (b) Design and parameterize the Optical Fiber Cabling network, including implementation strategies. Conduct site/route surveys, identify equipment locations and required site preparations.

15.7 The Concessionaire will ensure selection of appropriate suppliers, timely supply and delivery of material so as to complete the project within specified time frame. Technical quality of material should be in accordance with good utility practice (e.g. PGCIL equivalent or better) conforming to relevant national/international standards. 15.8 Contract Period : The Project is based on Design, Build, Finance, Operate and Transfer ("DBFOT") basis with contract period of 15 years which may be extended for further period of 5 (five) years at the sole discretion of the MPPTCL/DISCOMs. 15.9 Technical and Commercial risks: Concessionaire shall be responsible for all technical and commercial risks arising at or in relation to implementation of the project. The Concessionaire shall be entitled to utilize the allocated electrical infrastructure only. The MPPTCL/DISCOMs at their discretion may utilize the electrical infrastructure for similar or other business purpose also. Outage of OPGW due to damages, transmission lines breakdowns or for any other reasons shall not make the MPPTCL liable for any payment towards compensation for losses on any account to the Concessionaire. Similarly, outage of ADSS due to damages, Distribution lines breakdowns or for any other reasons shall not make the DISCOMs liable for any payment towards compensation for losses on any account to the Concessionaire. The damage caused to OPGW/ADSS while in service shall have to be made good by the Concessionaire without loss of time at his own resources. The MPPTCL/DISCOMs shall not provide any material or manpower for such repairs. On account of technical decision taken by the MPPTCL/DISCOMs, any future diversion/rerouting/Line-in-line-out or any change in transmission network etc. on which the OPGW/ADSS cables has been provided by the Concessionaire, the laying of OPGW/ADSS cables on the diverted lines shall have to be done by the Concessionaire without any liability on the MPPTCL and DISCOMs. Any damage to property of the Company due to breakage of OPGW/ADSS or accident to the public or Company Employees during the subsistence of the Agreement will be suitably compensated by the Concessionaire, and all the cost and expenses in this regard will be borne by the Concessionaire.

105

15.10

Allocation of Infrastructure/ ROW: The Concessionaire shall generally be allocated EHV /Distribution lines for providing Optical Fiber Infrastructure / ROW in continuous manner. Once the lines are allocated, subsequent changes in allocation, if required, can be considered at sole discretion of the MPPTCL/DISCOMs. However any exception due to non-feasibility or non-availability of the lines beyond the control of MPPTCL/DISCOMs shall be treated as exclusion. If Concessionaire successfully operates the allocated route length and further intends for allocation of additional route length for telecom business purpose, he may be considered for allotment of additional route length at the absolute discretion of the MPPTCL/DISCOMs. This additional allocation shall not exceed 10% of original allocation of route length. On account of this additional allotment, Concessionaire has to pay the proportionate Fixed and Variable Gross Revenue.

15.11 Sharing the Infrastructure/ ROW with other Agencies: Appointing Concessionaire shall in no case prevent the Nodal Company to allow sharing the Infrastructure / ROW with other agencies for any future business. 15.12 Availability of Space and Power: Space for Installation of Regenerator and Telecommunication equipments shall ordinarily not be under the scope of the contract. The Concessionaire shall make arrangements for space and necessary power supply. However, MPPTCL and respective DISCOMs shall endevour to provide required space of up to approximately 100 sq ft. subject to availability and if sparable, at existing locations for installation of equipment for commercial use by Concessionaire. The power shall be arranged by the Concessionaire at his cost. Due to the limited covered area in sub-stations, the open land in adjacent space may also be considered for putting telecom shelters on commercial basis. 15.13 Expansion Plan: 15.13.1 For Existing Transmission/Distribution Lines: d) MPPTCL and DISCOMs shall offer ROW to the Concessionaire for laying of the OPGW/ ADSS cables on available existing lines. e) In case Concessionaire does not intend to or not in a position to lay OPGW / ADSS cables on any particular route, then, the Concessionaire shall have the First Right of Refusal. In such an eventuality, MPPTCL shall be free to assign the said work to another party and the Concessionaire shall not have any right to object against MPPTCLs decision. f) The concessionaire shall pay one time ROW charges for the expanded network on the prorata basis for OPGW @ Rs. 25,000/- per Km and for ADSS @ Rs.10,000/- per Km in propotion to the capital costs for OPGW and ADSS cables required for MP Power Net Project.

106

15.13.2 For New Transmission/Distribution lines: c) MPPTCL and DISCOMs shall offer ROW to the Concessionaire for laying of the OPGW/ADSS cables on new routes where lines are constructed without OPGWADSS cables for expansion of its network. d) MPPTCL and DISCOMs may also require laying of OPGW/ADSS cables themselves on new transmission lines for expansion of its network. Fibres on these new lines shall be offered to the Concessionaire and the Concessionaire shall have the First Right of Refusal to accept the fibres for leasing to the third parties. The Commercial charges shall cover the rentals of cables which will be in accordance with the rentals payable to MPPTCL for the use of Electrical Infrastructure of MPPTCL & DISCOMs by the Concessionaire. 16 16.1 Business Of The Concessionaire The principal commercial activity of the Concessionaire would be making available fiber capacity on lease to retail, wholesale and enterprise/ corporate customers, drawn from the OPGW/ADSS Network. Such business and all communication products originating therefrom shall be taken up by the Concessionaire.

16.2 Except as the Parties may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement, the Parties shall exercise their powers and cause the exercise of the powers by their nominees in the Board meetings so as to ensure that: a. The Concessionaire carries on and conducts its business and affairs in a proper and efficient manner; b. The Concessionaire maintains proper and adequate insurance against all risks usually insured against by MPPTCL/DISCOMs carrying on the same or similar business; c. The Concessionaire undertakes its activities in accordance with the Transmission/ Distribution License of the MPPTCL/DISCOMs, the provisions of applicable laws, rules, regulations, orders and directions of concerned authorities including and in particular the MPERC. 16.3 Neither Party shall use the name, logos, trademarks, service marks, or other proprietary identifying symbols of the other Party in any press release, public statement, advertising, signage, marketing materials, brochures, or other materials in any medium without the other Partys prior written consent from an authorized representative of such Party. Any such permitted use shall comply with the guidelines or instructions provided by the other Party. A Party may revoke such consent at any time for any reason upon written notice to the other Party. Accounting, inspection and auditing:- The Concessionaire shall: a) Keep accurate and systematic accounts and records in respect of the Contract provided under this Agreement, in accordance with internationally accepted accounting principles and in such form and detail as will clearly identify all relevant time charges and cost, and the basis thereof (including the basis of the

17.

107

Concessionaires costs and charges); and b) Permit the MPPTCL/DISCOMs or its designated representative periodically, and up to one year from the expiration or termination of this Agreement, to inspect the same and make copies thereof as well as to have them audited by auditors appointed by the MPPTCL/DISCOMs. 18. 18.1 SAFETY Safety Requirements : The Concessionaire shall comply with the provisions of this Agreement, Applicable Laws and Applicable Permits and conform to Good Industry Practice for securing the safety of the Transmission/Distribution System. In particular, the Concessionaire shall develop, implement and administer a surveillance and safety programme for providing a safe environment on or about the Transmission/ Distribution System, and shall comply with the safety requirements. Expenditure on Safety Requirements : All costs and expenses arising out of or relating to Safety Requirements of the Project shall be borne by the Concessionaire. MONITORING OF OPERATION AND MAINTENANCE Monthly/ Daily status reports : After Financial Closure, the Concessionaire shall, no later than 7 (seven) days after the close of each month, furnish to the MPPTCL/DISCOMs a monthly report stating detail progress of the Project. Reports of unusual occurrence : The Concessionaire shall promptly send to the MPPTCL/DISCOMs by facsimile or e-mail, a report stating accidents and unusual occurrences on the Transmission/Distribution System during the Project implementation and maintenance relating to the safety and security of the System and persons affected by it. A monthly summary of such reports shall also be sent within 3 (three) days of the closing of each month. Tests : MPPTCL/DISCOMs shall require the Concessionaire to carry out, or cause to be carried out, tests specified by it in accordance with Good Industry Practice. The Concessionaire shall, with due diligence, carry out or cause to be carried out all such tests in accordance with the requirement of National/International Standard and furnish the results of such tests forthwith to the MPPTCL/DISCOMs. Remedial measures : The Concessionaire shall repair or rectify the defects or deficiencies, if any in OPGW/ADSS Network. Payment : The Concessionaire shall make any or all payments of Revenue Share (comprising of Fixed and Variable component) to the Nodal Company i.e. MPPTCL for utilizing electrical infrastructure of MPPTCL/DISCOMs in the manner detailed in the Annexure-2 of this Agreement. Fixed and Variable component of Revenue Share to be paid by Concessionaire

18.2

19. 19.1

19.2

19.3

19.4 20.

108

to the Nodal Company during Agreement Period of 15 years are indicated in the Annexure-2 of this Agreement. The Variable Revenue Share indicated in the Annexure-2 is based on Projected Gross Revenue quoted by the Bidder. In case Actual Gross Revenue is more than Projected Gross Revenue quoted then the Revenue sharing (Variable Component) shall be done on the basis of Actual Gross Revenue. If Actual Gross Revenue is less than the Projected Gross Revenue quoted then the Revenue Sharing (Variable Component) shall be done on the basis of Projected Gross Revenue quoted. In such cases, final adjustment of payment for that financial year, if any, shall be made within seven days of preparation of audited accounts of the SPV. The Concessionaire will pay to the Nodal Company, the aforesaid Revenue Share (Fixed and Variable) during the subsistence of the Concession Agreement, quarterly in advance with first payment due within 30 days of Appointed Date. The payment of Revenue Share for remaining quarters during the subsistence of this Agreement shall be due within 30 days from the commencement of the respective quarter. The applicable Service Tax/any other tax payable/reimbursable by the Concessionaire are also to be paid by the Concessionaire alongwith Revenue Share. Surcharge for delay in payment : Delay in any payment shall attract penalty @ 2% per month or part thereof. Penalty shall not be applicable in case of due date of payment falls on any holiday and payment is made on next working day. However, in case it is found that the delay in payment is more than three months, then MPPTCL/DISCOMs will be free to operate the termination Clause. 20.1 20.2 Currency of payment : All payments shall be made in Indian Rupees. Letter of Credit

20.2.1 The Concessionaire shall within 30 (thirty) days of Financial Closure establish an unconditional, revolving and irrevocable letter of credit for an amount equivalent to the Minimum Quarterly Payment (the Letter of Credit) in favour of Nodal Company, which may be invoked by the Nodal Company for recovery of payment due against the Quarterly Invoice in accordance with the provisions of this Agreement.. 20.2.2 In the event of Concessionaires failure to pay the Quarterly Invoice before the 7th (Seventh) day of the month in which the relevant Payment Due Date occurs, the MPPTCL may, in its discretion, invoke the Letter of Credit for recovery of the amount due, whereupon the Bank shall, without any reference to the Concessionaire, pay the amount due upon the MPPTCL presenting the following documents, namely: (i) (ii) A copy of the Quarterly Invoice which has remained unpaid; and A certificate from the Nodal Company to the effect that the Quarterly Invoice is in accordance with this Agreement and that the amount due has remained unpaid.

20.2.3 In the event that the amount covered by the Letter of Credit is at any time less than the Minimum Quarterly Payment or is insufficient for recovery of payment due

109

against the Quarterly Invoice the Concessionaire shall, within a period of 7 (seven) days from the date on which such shortfall occurred, cause the Letter of Credit to be replenished and reinstated. 20.2.4 The Parties may, by mutual agreement, substitute the Letter of Credit by an unconditional and irrevocable bank guarantee or any equivalent instrument as may be mutually agreed upon. 20.3 Escrow Account

20.3.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account in with the Concessionaires Bank (the Escrow Bank) in favour of Nodal Company in accordance with the Escrow Agreement . 20.3.2 Deposits into Escrow Account : The Concessionaire shall deposit or cause to be deposited the following inflows and receipts into the Escrow Account: (a) All funds constituting the Financial Package; (b) All revenues from the Optical Cable Business, including the proceeds of any rentals, deposits, capital receipts or insurance claims. 20.3.3 Withdrawals during Contract Period 20.3.3.1 The Concessionaire shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, to the Escrow Bank instructing, inter alia, that deposits in the Escrow Account shall be appropriated in the following order every month, or at shorter intervals as necessary, and if not due in a month then appropriated proportionately in such month and retained in the Escrow Account and paid out therefrom in the month when due: (a) (b) All taxes due and payable by the Concessionaire for and in respect of the Optical Cable System; All payments relating to commissioning of Optical Cable System, subject to and in accordance with the conditions, if any, set forth in the Financing Agreements; O&M Expenses, subject to the ceiling, if any, Any other amounts due and payable to the MPPTCL/Discom, including Revenue share from Optical Cable Business to the extent not set off in accordance with the provisions of this Agreement; Monthly proportionate provision of Debt Service due in an Accounting Year; All payments and Damages certified by the MPPTCL/DISCOMs as due and payable to it by the Concessionaire. Monthly proportionate provision of debt service payments due in an

(c) (d)

(e) (f) (g)

110

Accounting Year in respect of Subordinated Debt. 20.3.3.2 The Concessionaire shall not in any manner modify the order of payment specified in Clause 20.3.3.1, except with the prior written approval of the MPPTCL. 20.3.4 Withdrawals upon Termination 20.3.4.1 Notwithstanding anything to the contrary contained in this Agreement, all amounts standing to the credit of the Escrow Account shall, upon Termination, be appropriated in the following order: (a) (b) (c) (d) (e) (f) (g) All taxes due and payable by the Concessionaire for and in respect of the Optical Fiber System. Outstanding Revenue Share and any other amounts due and payable to the MPPTCL/DISCOMs; Termination payment as per clause 2.5.1.5; Retention and payments relating to the liability for defects and deficiencies to MPPTCL/DISCOMs; Incurred or accrued O&M Expenses limited to 3% of Project Cost to MPPTCL/DISCOMs; Any other payments required to be made under this Agreement; and Balance, if any, in accordance with the instructions of the Concessionaire:

20.3.4.2 The provisions of this Article 20.3 and the instructions contained in the Escrow Agreement shall remain in full force and effect until the obligations set forth in Clause 20.3.4.1 have been discharged. 21. 21.1 Performance Security The successful Concessionaire shall provide performance Security/ guarantee of Rs.12.5 Crore within 15 (Fifteen) days of issuance of Letter of Award towards due performance of its obligations under terms of the Concession Agreement. Concessionaire shall have to provide a Performance Security in 15 (fifteen) days of LOA which shall be valid for Concession period of 15 years. Such a Performance Security / Guarantee shall form part of this Agreement. Concessionaire, by submitting its Bid pursuant to this RFP, shall be deemed to have acknowledged that without prejudice to the Nodal Companys any other right or remedy hereunder or in law or otherwise, the Performance Security, if available, shall be forfeited and appropriated by the Nodal Company as the mutually agreed pre-estimated compensation and damage payable to the Nodal Company for, inter alia, the time, cost and effort of the Nodal Company in regard to the RFP including the consideration and evaluation of the Bid under the following conditions: a) If Concessionaire engages in any of the Prohibited Practices specified in the RFP;

21.2

111

b) c) 21.3

If Concessionaire is found to have a Conflict of Interest as specified in Clause 5.4; and If Concessionaire commits a breach of the Agreement.

The Performance guarantee shall cover additionally the following guarantee to the Nodal Company: v) vi) The Concessionaire guarantees that the OPGW/ADSS Network shall be free from all defects in implementation of Project/workmanship. The Performance Guarantee is intended to secure the performance during Roll out obligations of the Concessionaire. However, it is not to be construed as limiting the damages stipulated in other clauses of the Agreement. The termination of the Concession Agreement on Concessionaire's default shall not entitle the Concessionaire to reduce the value of the performance guarantee nor the time thereof.

vii)

21.4

Notwithstanding anything to the contrary contained in this Agreement, in the event Performance Security is not provided by the Concessionaire at the time of Agreement, the MPPTCL may encash the Bid Security and appropriate the proceeds thereof as Damages, and thereupon all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased with the concurrence of the Concessionaire, and this Agreement shall be deemed to have been terminated by mutual agreement of the Parties. Release of Performance Security : The Performance Security shall remain in force and effect for the Contract Period of 15 years and also for further period of 6 (six) months to cover defect liability period. However, that the Performance Security shall not be released if the Concessionaire is in breach of this Agreement. Upon request made by the Concessionaire for release of the Performance Security along with the particulars which establish satisfaction of the requirements specified under this Clause, the MPPTCL shall release the Performance Security forthwith. LIQUIDATED DAMAGES AND PENALTIES Liquidated Damages for Delay : The time period for Roll Out obligation stipulated in this RFP shall be the essence of the contract and the Roll out must be completed within specified period. In case Roll out obligation is not met out in the stipulated time period then the same shall be considered as breach of contract and further action will be taken accordingly. However, in case of some minor slipages in Roll out, additional period for Roll out may be allowed in writing by MPPTCL on the basis of genuiness of the reasons of delay. The decision of MPPTCL on delay in Roll out shall be final and binding on concessionaire. However, after four years, if Roll out obligation is not met out by the concessionaire and MPPTCL has allowed some time extension to complete the

21.5

22. 22.1

112

Roll out even then the Concessionaire will have to make payment towards delayed period of Fixed and Variable component of revenue share for 42 fibers alongwith same share for 6 fibers to be utilized by MPPTCL calculated on the basis of 42 fibers to be used by the Concessionaire i.e. {Fixed & Variable component of Revenue Sharing as per contract } X 6 -----------------------------------------------------------------------------------------------42 22.2 Encashment and appropriation of Performance Security : The MPPTCL shall have the right to invoke and appropriate the proceeds of the Performance Security, in whole without notice to the Concessionaire in the event of breach of this Agreement or for recovery of liquidated damages specified in this Clause. Penalty for deficiency in Contract : In addition to the liquidated damages not amounting to penalty, as specified in Clause 22.1, warning may be issued to the Concessionaire for minor deficiencies on its part. In the case of significant deficiencies in Contract causing adverse effect on the Project or on the reputation of the MPPTCL, other penal action including debarring for a specified period may also be initiated as per policy of the MPPTCL. SETTLEMENT OF DISPUTES Amicable settlement :The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement or the interpretation thereof.

22.3

23. 23.1

23.2

Dispute resolution

23.1.1 Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between the Parties, and so notified in writing by either Party to the other Party (the Dispute) shall, in the first instance, be attempted to be resolved amicably by MPPTCL/DISCOMs and Concessionaire in accordance with the conciliation procedure set forth in Clause 23.3. 23.1.2 The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of this Agreement promptly, equitably and in good faith, and further agree to provide each other with reasonable access during normal business hours to all non-privileged records, information and data pertaining to any Dispute. 23.3 Conciliation : In the event of any Dispute between the Parties, either Party may call upon MD, MPPTCL and a representative nominated by the Concessionaire for amicable settlement, and upon such reference, the said persons shall meet no later than 10 (ten) days from the date of reference to discuss and attempt to amicably resolve the Dispute. If such meeting does not take place within the 10

113

(ten) day period or the Dispute is not amicably settled within 15 (fifteen) days of the meeting or the Dispute is not resolved as evidenced by the signing of written terms of settlement within 30 (thirty) days of the notice in writing referred to in Clause 23.4 or such longer period as may be mutually agreed by the Parties, either Party may refer the dispute to arbitration in accordance with the provisions of Clause 23.4. 23.4 Arbitration

23.4.1 Any Dispute which is not resolved amicably by conciliation, as provided in Clause 23.3 and is not required under Applicable Laws to be adjudicated or referred to arbitration, and shall be finally decided by reference to arbitration by a Board of Arbitrators appointed in accordance with Clause 23.4.2. Such arbitration shall be held in accordance of the provisions of the Arbitration and Conciliation Act, 1996. The venue of such arbitration shall be Jabalpur and the language of arbitration proceedings shall be English. 23.4.2 There shall be a Board of three arbitrators, of whom each Party shall select one, and the third arbitrator shall be appointed by the two arbitrators so selected, and in the event of disagreement between the two arbitrators, the appointment shall be made in accordance with the Rules. 23.4.3 The arbitrators shall make a reasoned award. Any Award made in any arbitration held pursuant to this Clause 23 shall be final and binding on the Parties as from the date it is made, and the Concessionaire and the Companies agree and undertake to carry out such Award without delay. 23.4.4 The Concessionaire and the MPPTCL agree that an Award may be enforced against the Concessionaire and/or the MPPTCL, as the case may be, and their respective assets wherever situated. 23.4.5 This Agreement and the rights and obligations of the Parties shall remain in full force and effect, pending the Award in any arbitration proceedings hereunder. 24. INTELLECTUAL PROPERTY RIGHTS AND USE : Nothing contained in this Agreement shall be deemed to confer on either Party any rights or license in the intellectual property/IPR of the other Party.On the date of expiry of Agreement are termination thereof all the rights vested with the Concessionaire shall automatically transfer to the MPPTCL. NO EFFECT ON CORE BUSINESS:The parties agree that MPPTCL/DISCOMs having agreed to allow the ROW/ ADSS to be used for OPGW installation on the specific condition that the same shall not in any manner affect the activities of MPPTCL/DISCOMs, the present and future in relation to its core business of transmission/distribution of electricity and related activities under the Electricity Act, 2003 DIVESTMENT OF RIGHTS AND INTEREST

25.

26.

114

26.1

Divestment Requirements

26.1.1 After completion/ expiry of Agreement Period or upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) (b) (c) Notify to the MPPTCL/DISCOMs forthwith the location and particulars of all project assets; Deliver forthwith the actual or constructive possession of the OPGW/ADSS Network, free and clear of all encumbrances, Cure all project assets of all defects and deficiencies so that the OPGW/ADSS Network is in smooth condition; provided that in the event of Termination during the Roll Out Period, all project assets shall be handed over on as is where is basis after bringing them to a safe condition; Deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the OPGW/ADSS Network and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete as built Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the OPGW / ADSS Network and shall be assigned to the MPPTCL/DISCOMs free of any encumbrance; Transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; Execute such deeds of conveyance, documents and other writings as the MPPTCL/DISCOMs may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the OPGW/ADSS Network, including manufacturers warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the MPPTCL/DISCOMs, absolutely unto the MPPTCL/DISCOMs or its nominee; and Comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the OPGW/ADSS Network, free from all encumbrances, absolutely unto the MPPTCL/DISCOMs or to its nominee.

(d)

(e) (f)

(g)

26.1.2 Subject to the exercise by the MPPTCL/DISCOMs of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

115

26.2

Vesting Certificate : The divestment of all rights, title and interest in the OPGW/ADSS Network shall be deemed to be complete on the date when all of the Divestment Requirements have been fulfilled, and the MPPTCL/DISCOMs shall, without unreasonable delay, thereupon issue a certificate (the Vesting Certificate), which will have the effect of constituting evidence of divestment by the Concessionaire of all of its rights, title and interest in the OPGW Network, and their vesting in the MPPTCL/DISCOMs pursuant hereto. ------

116

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed in their respective names as of the day and year first above written. Signed Sealed and Delivered For and on behalf of Concessionaire Signature Name Designation Address Fax No. Signed Sealed and Delivered For and on behalf of MPPTCL. Signature Name Designation Address Fax No. Signed Sealed and Delivered For and on behalf of MPPoVVCL Signature Name Designation Address Fax No. Signed Sealed and Delivered For and on behalf of MPMKVVCL. Signature Name Designation Address Fax No. Signed Sealed and Delivered For and on behalf of MPPuKVVCL. Signature Name Designation Address Fax No.

In the presence of witnesses: 1. 1.

2.

2.

117

ANNEXURE-1 Scope of Works along with RFP Document

118

ANNEXURE-2 Payment Schedule for ROW Charges (Refer Clause 20)

*****

119

ANNEXURE -3 Roll out Milestone The Concessionaire shall undertake roll out obligation for developing the OPGW Network listed in Annexure- 4, scheduled as follows.

Type of Cable OPGW ADSS

Roll Out Commitment 5000 kms 8000 kms

Year -1

Year -2

Year -3

Year -4

1000 kms 2000 kms

1000 kms 2000 kms

1500 kms 2000 kms

1500 kms 2000 kms

120

Annexure- 4 OPGW and ADSS Network Details Annexure Annexure Annexure Annexure : : : : OPGW cable on MPPTCL network ADSS cable on East DISCOMDISCOM network ADSS cable on Central DISCOM network ADSS cable on West DISCOM network

121

SCHEDULE-II Part -2 DRAFT SUBSTITUTION AGREEMENT

122

SUBSTITUTION AGREEMENT THIS SUBSTITUTION AGREEMENT is entered into on this the day of .. 20 AMONGST 1. The State Transmission Utility of Madhya Pradesh represented by ______________________ and having its principal office at ________, Jabalpur (hereinafter referred to as the "Authority" which expression shall unless repugnant to the context or meaning thereof include its administrators, successors and assigns); 2. [........... . ...... Limited], a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at .................. , (hereinafter referred to as the "Concessionaire" which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns and substitutes); 3. (name and particulars of Lenders' Representative) and having its registered office at ...................... , acting for and on behalf of the Senior Lenders as their duly authorised agent with regard to matters arising out of or in relation to this Agreement (hereinafter referred to as the "Lenders Representative", which expression shall unless repugnant to the context or meaning thereof include its successors and substitutes); WHEREAS: (A) The Authority has entered into a Concession Agreement dated ... .............. with the Concessionaire (the "Concession Agreement") TO PROVIDE OPTICAL FIBER ON ELECTRICAL INFRASTRUCTURE/ NETWORK OF MPPTCL/DISCOMS in the State of Madhya Pradesh on design, build, finance, operate and transfer basis ("DBFOT"), and a copy of which is annexed hereto and marked as Annex- A to form part of this Agreement. (B) Senior Lenders have agreed to finance the Project in accordance with the terms and conditions set forth in the Financing Agreements. (C) Senior Lenders have requested the Authority to enter into this Substitution Agreement for securing their interests through assignment, transfer and substitution of the Concession to a Nominated Company in accordance with the provisions of this Agreement and the concession Agreement. (D) In order to enable implementation of the Project -including its financing, construction, operation and maintenance, the Authority has agreed and undertaken to transfer and assign the Concession to a Nominated Company in accordance with the terms and conditions set forth in this Agreement and the Concession Agreement. NOW IT IS HEREBY AGREED as follows: 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions 123

In this Substitution Agreement, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively assigned to them: "Agreement" means this Substitution Agreement and any amendment thereto made in accordance with the provisions contained in this Agreement; "Financial Default" means occurrence of a material breach of the terms and conditions of the Financing Agreements or a continuous default in Debt Service by the Concessionaire for a minimum period of 3 (three) months; "Lenders Representative" means the person referred to as the Lenders' Representative in the foregoing Recitals; "Nominated Company" means a company, incorporated under the provisions of the Companies Act, 1956, selected by the Lenders' Representative, on behalf of Senior Lenders, and proposed to the Authority for assignment/transfer of the Concession as provided in this Agreement; "Notice of Financial Default" shall have the meaning ascribed thereto in Clause 3.2.1; and "Parties" means the parties to this Agreement collectively and "Party" shall mean any of the Parties to this Agreement individually. 1.2 Interpretation 1.2.1 References to Lenders' Representative shall, unless repugnant to the context or meaning thereof, mean references to the Lenders' Representative, acting for and on behalf of Senior Lenders. 1.2.2 References to Clauses are, unless stated otherwise, references to Clauses of this Agreement. 1.2.3 The words and expressions beginning with capital letters and defined in this Agreement shall have the meaning ascribed thereto herein, and the words and expressions used in this Agreement and not defined herein but defined in the Concession Agreement shall, unless repugnant to the context, have the meaning ascribed thereto in the Concession Agreement.

2 ASSIGNMENT: 2.1 Assignment of rights and title:

124

The Concessionaire hereby agrees to assign the rights, title and interest in the Concession to and in favour of the Lenders' Representative pursuant to and in accordance with the provisions of this Agreement and the concession Agreement by way of security in respect of financing by the Lenders under the Financing Agreements. 3 SUBSTITUTION OF THE CONCESSIONAIRE: 3.1 Rights of substitution 3.1.1 Pursuant to the rights, title and interest assigned under Clause 2.1, the Lenders' Representative shall be entitled to substitute the Concessionaire by a Nominated Company under and in accordance with the provisions of this Agreement and the Concession Agreement. 3.1.2 The Authority hereby agrees to substitute the Concessionaire by endorsement on the Concession Agreement in favour of the Nominated Company selected by the Lenders' Representative in accordance with this Agreement. (For the avoidance of doubt, the Senior Lenders or the Lenders' Representative shall not be entitled to operate and maintain the OPGW Network as Concessionaire either individually or collectively). 3.2 Substitution upon occurrence of Financial Default: 3.2.1 Upon occurrence of a Financial Default, the Lenders' Representative may issue a notice to the Concessionaire (the "Notice of Financial Default") along with particulars thereof, and send a copy to the Authority for its information and record. A Notice of Financial Default under this Clause 3 shall be conclusive evidence of such Financial Default and it shall be final and binding upon the Concessionaire for the purposes of this Agreement. 3.2.2 Upon issue of a Notice of Financial Default hereunder, the Lenders' Representative may, without prejudice to any of its rights or remedies under this Agreement or the Financing Agreements, substitute the Concessionaire by a Nominated Company in accordance with the provisions of this Agreement. 3.2.3 At any time after the Lenders' Representative has issued a Notice of Financial Default, it may by notice require the Authority to suspend all the rights of the Concessionaire and undertake the operation and maintenance of the OPGW Network in accordance with the provisions of the Concession Agreement and upon receipt of such notice, the Authority shall undertake Suspension. The aforesaid Suspension shall be revoked upon substitution of the Concessionaire by a Nominated Company, and in the event such substitution is not completed within 180 (one hundred and eighty) days from the date of such Suspension, the Authority may terminate the Concession Agreement forthwith by issuing a Termination Notice in accordance with the provisions of the Concession Agreement; provided that upon written request from the Lenders' Representative and the Concessionaire, the Authority may extend the aforesaid period of 180 (one hundred and eighty) days by a period not exceeding 90 (ninety) days. 3.3 Substitution upon occurrence of Concessionaire Default: 125

3.3.1 Upon occurrence of a Concessionaire Default, the Authority shall by a notice inform the Lenders' Representative of its intention to issue a Termination Notice and grant 15 (fifteen) days time to the Lenders' Representative to make a representation, stating the intention to substitute the Concessionaire by a Nominated Company. 3.3.2 In the event that the Lenders' Representative makes a representation to the Authority within the period of 15 (fifteen) days specified in Clause 3.3.1, stating. that it intends to substitute the Concessionaire by a Nominated Company, the Lenders' Representative shall be entitled to undertake and complete the substitution of the Concessionaire by a Nominated Company in accordance with the provisions of this Agreement within a period of 180 (one hundred and eighty) days from the date of such representation and the authority shall either withhold Termination or undertake Suspension for the aforesaid period of 180 (one hundred and eighty) days; provided that upon written request from the Lenders' Representative and the Concessionaire, the Authority shall extend the aforesaid period of ISO (one hundred and eighty) days ,by a period not exceeding 90 (ninety) days. 3.4 Procedure for substitution: 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2 herein, as the case may be, the Lenders' Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the OPGW Network including the Concession to the Nominated Company upon such Nominated Company's assuming the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for short listing the bidders for award of the Concession; provided that the Lenders' Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3 Upon selection of a Nominated Company, the Lenders' Representative shall, request the Authority to: (a) accede to transfer to the Nominated Company the right to construct, operate and maintain the Transmission System in accordance with the provisions of the Substitution Agreement; (b) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and 126

(c) enter into a Substitution Agreement with the Lenders' Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4 If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders' Representative, give a reasoned order after hearing the Lenders' Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders' Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire. 3.5 Selection to be binding The decision of the Lenders' Representative and the Authority in selection of the Nominated Company shall be final and binding on the Concessionaire. The Concessionaire irrevocably agrees with the actions of the Lenders' Representative or the Senior Lenders or the Authority taken pursuant to this Agreement including the transfer/assignment of the Concession in favour of the Nominated Company. It is hereby acknowledged by the Parties that the rights of the Lenders' Representative are irrevocable and the Concessionaire shall have no right or remedy to prevent, obstruct or restrain the Authority or the Lenders' Representative from effecting or causing the transfer by substitution and endorsement of the Concession as requested by the Lenders' Representative. 4 PROJECT AGREEMENTS 4.1 Substitution of Nominated Company in Project Agreements The Concessionaire shall ensure and procure that each Project Agreement contains, provisions that entitle the Nominated Company to step into such Project Agreement, in its discretion, in place and substitution of the Concessionaire in the event of such Nominated Company assuming the liabilities and obligations of the Concessionaire under the Concession Agreement. 5. TERMINATION OF CONCESSION AGREEMENT 5.1 Termination upon occurrence of Financial Default At any time after issue of a Notice of Financial Default, the Lenders' Representative may by a notice in writing require the Authority to terminate the Substitution Agreement forthwith and upon receipt of such notice, the Authority shall undertake Termination under and in accordance with the provisions of the Concession Agreement. 5.2 Termination when no Nominated Company is selected In the event that no Nominated Company acceptable to the Authority is selected and recommended by the Lenders Representative within the period of 180 (one hundred and 127

eighty) days or any extension thereof as set forth in Clause 3.3.2, the Authority may terminate the Concession Agreement forthwith in accordance with the provisions thereof. 5.3 Realisation of Debt Due The Authority and the Concessionaire hereby acknowledge and agree that without prejudice to their any other right or remedy, the Lenders' Representative is entitled to receive from the Concessionaire, without any further reference to or consent of the Concessionaire, the Debt Due upon Termination of the Concession Agreement. For realisation of the Debt Due, the Lenders' Representative shall be entitled to make its claim from the Escrow Account in accordance with the provisions of the Concession Agreement and the Escrow Agreement. 6 DURATION OF THE AGREEMENT 6.1 Duration of the Agreement This Agreement shall come into force from the date hereof and shall expire at the earliest to occur of the following events: (a) Termination of the Agreement; or (b) no sum remains to be advanced, or is outstanding to the Senior Lenders, under the Financing Agreements.

7 INDEMNITY 7.1 General indemnity 7.1.1 The Concessionaire will indemnify, defend and hold the Authority and the Lenders' Representative harmless against any and all proceedings, actions and third party claims for any loss, damage, cost and expense of whatever kind and nature arising out of any breach by the Concessionaire of any of its obligations under this Agreement or on account of failure of the Concessionaire to comply with Applicable Laws and Applicable Permits. 7.1.2 The Authority will indemnify, defend and hold the Concessionaire harmless against any and all proceedings, actions and third party claims for any loss, damage, cost and expense arising out of failure of the Authority to fulfil any of its obligations under this Agreement, materially and adversely affecting the performance of the Concessionaire's obligations under the Concession Agreement or this Agreement, other than any loss, damage, cost and expense, arising out of acts done in discharge of their lawful functions by the Authority, its officers, servants and agents. 7.1.3 The Lenders' Representative will indemnify, defend and hold the Concessionaire harmless against any and all proceedings, actions and third party claims for any loss, damage, cost and expense arising out of failure of the Lenders' Representative to fulfil its obligations under this Agreement, materially and adversely affecting the performance of the Concessionaire's obligations under the Concession Agreement, other than any loss, 128

damage, cost and expense, arising out of acts done in discharge of their lawful functions by the Lenders' Representative, its officers, servants and agents. 7.2 Notice and contest of claims In the event that any Party hereto receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under Clause 7.1 or in respect of which it is entitled to reimbursement (the "Indemnified Party"), it shall notify the other Party responsible for indemnifying such claim hereunder (the "Indemnifying Party") within 15 (fifteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, such approval not to be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and shall bear all costs involved in contesting the same. The Indemnified Party shall provide all cooperation and assistance in contesting any claim and shall sign all such writings and documents as the Indemnifying Party may reasonably require. 8.0 DISPUTE RESOLUTION 8.1 Dispute resolution 8.1.1 Any dispute, difference or claim arising out of or in connection with this Agreement which is not resolved amicably shall be decided by reference to arbitration to a Board of Arbitrators comprising one nominee each of the Authority, Concessionaire and the Lenders' Representative. Such arbitration shall be held in accordance with the Rules of Arbitration of the International Centre for Alternate Dispute Resolution, New Delhi (the "Rules") or such other rules as may be mutually agreed by the Parties, and shall be subject to provisions of the Arbitration and Conciliation Act, 1996. 8.1.2 The Arbitrators shall issue a reasoned award and such award shall be final and binding on the Parties. The venue of arbitration shall be *** and the language of arbitration shall be English. 9 MISCELLANEOUS PROVISIONS 9.1 Governing law and jurisdiction This Agreement shall be construed and interpreted in accordance with and governed by the laws of India, and the Courts at Jabalpur shall have jurisdiction over all matters arising out of or relating to this Agreement. 9.2 Waiver of Sovereign Immunity The Authority unconditionally and irrevocably: (a) agrees that the execution, delivery and performance by it of this Agreement constitute commercial acts done and performed for commercial purpose; 129

(b) agrees that, should any proceedings be brought against it or its assets, property or revenues in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, no immunity (whether by reason of sovereignty or otherwise) from such proceedings shall be claimed by or on behalf of the Authority with respect to its assets; (c) waives any right of immunity which it or its assets, property or revenues now has, may acquire in the future or which may be attributed to it in any jurisdiction; and (d) consents generally in respect of the enforcement of any judgment or award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including the making, enforcement or execution against it or in respect of any assets, property or revenues whatsoever irrespective of their use or intended use of any order or judgment that may be made or given in connection therewith). 9.3 Priority of agreements In the event of any conflict between the Concession Agreement and this Agreement, the provisions contained in the Concession Agreement shall prevail over this Agreement. 9.4 Alteration of terms All additions, amendments, modifications and variations to this Agreement shall be effectual and binding only if in writing and signed by the duly authorised representatives of the Parties. 9.5 Waiver 9.5.1 Waiver by any Party of a default by another Party in the observance and performance of any provision of or obligations under this Agreement: (a) shall not operate or be construed as a waiver of any other or subsequent default hereof or of other provisions of or obligations under this Agreement; (b) shall not be effective unless it is in writing and executed by a duly authorised representative of the Party; and (c) shall not affect the validity or enforceability of this Agreement in any manner. 9.5.2 Neither the failure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Agreement or any obligation thereunder nor time or other indulgence granted by a Party to another Party shall be treated or deemed as waiver of such breach or acceptance of any variation or the relinquishment of any such right hereunder. 9.6 No third party beneficiaries This Agreement is solely for the benefit of the Parties and no other person or entity shall have any rights hereunder. 130

9.7. Survival 9.7.1 Termination of this Agreement: (a) shall not relieve the Parties of any obligations hereunder which expressly or by implication survive termination hereof; and (b) except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, shall not relieve either Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination or arising out of such termination. 9.7.2 All obligations surviving the cancellation, expiration or termination of this Agreement shall only survive for a period of 3 (three) years following the date of such termination or expiry of this Agreement. 9.8 Severability If for any reason whatever any provision of this Agreement is or becomes invalid. illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing to one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon any such provisions shall not be subject to dispute resolution under Clause 8 of this Agreement or otherwise. 9.9 Successors and assigns This Agreement shall be binding on and shall inure to the benefit of the Parties and their respective successors and permitted assigns. 9.10 Notices All notices or other communications to be given or made under this Agreement shall be in writing, shall either be delivered personally or sent by courier or registered post with an additional copy to be sent by facsimile or e-mail. The address for service of each Party, its facsimile number and e-mail address are set out under its name on the signing pages hereto. A notice shall be effective upon actual receipt thereof, save that where it is received after 5.30 (five thirty) p.m. on any day, or on a day that is a public holiday, the notice shall be deemed to be received on the first working day following the date of actual receipt. Without prejudice to the foregoing, a Party giving or making a notice or communication by facsimile or e-mail shall promptly deliver a copy thereof personally, or send it by courier or registered post to the addressee of such notice or communication. It is hereby agreed and acknowledged that any Party may by notice change the address to which such notices and communications to it are to be delivered or mailed. Such change shall be effective when all the Parties have notice of it. 131

9.11 Language All notices, certificates, correspondence and proceedings under or in connection with this Agreement shall be in English. 9.12 Authorised representatives Each of the Parties shall by notice in writing designate their respective authorised representatives through whom only all communications shall be made. A Party hereto shall be entitled to remove and/or substitute or make fresh appointment of such authorised representative by similar notice. 9.13 Original Document This Agreement may be executed in three counterparts each of which when executed and delivered shall constitute an original of this Agreement

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. THE COMMON SEAL OF CONCESSIONAIRE has been affixed pursuant to the resolution passed by the Board of Directors of the Concessionaire at its meeting held on the.........day of 20...... hereunto affixed in the presence of........., Director, [who has signed these presents in token thereof and........., Company Secretary / Authorised Officer who has countersigned the same in token thereof:

SIGNED, SEALED AND DELIVERED For and on behalf of THE AUTHORITY by:

(Signature)

SIGNED, SEALED AND DELIVERED For and on behalf of THE Concessionaire by: (Signature)

SIGNED, SEALED AND DELIVERED For and on behalf of THE Lenders Representative by: (Signature)

132

SCHEDULE-III (A) MPPTCL NETWORK

No. of Substations Route Length in Circuit Kms. Kms

Sl NO.

Voltage Level

132kV

183

9,675

13,208

220kV

53

5,617

10,856

400kV

1,450

2,340

NET ROUTE LENGTH ARFTER DEDUCTING OPGW CABLES ALREADY INSTALLED IN MPPTCL NETWORK

Sl No.

Voltage Level

Route Length in Kms 1450 -233 (OPGW Cable Provided) ---------1217 ------------5617 -329 (OPGW Cable Provided) --------------5288 --------------9675 -104 (OPGW Cable Provided) -----------------9571 -----------------16000 Kms

1.

400 KV

220 KV

132kV

Total Route Length of 400, 220 & 132 KV lines

133

SCHEDULE-III (B) DISTRIBUTION NETWORK

As on 31.03.2011

Sl No.

Voltage Level

East DISCOM

Central DISCOM

West DISCOM

Total

33 KV

14,685 Kms

10,915 Kms

12,961 Kms

38,561 Kms

11KV

74,269 Kms

64,480 Kms

63,261 Kms

2,02,010 Kms

LT

1,07,243 Kms

1,01,496 Kms

1,37,105 Kms

3,45,844 Kms

4.

33/11 KV S/s

909 Nos.

759 Nos.

1,017 Nos. 2,685 Nos.

134

SCHEDULE-IV List OF EHV Lines

(A) 400 KV Lines:

* OPGW has already been provided.

Sl no 1 2 Name of the lines SATPURA INDORE LILO OF SATPURA - INDORE LINE FOR INDIRA SAGAR HEP(From loc no 535 of 400 KV Sarni Indore Sc line) Indore ISP (ckt length 76.23) ISP Sarni (ckt length201.657) INDORE-NAGDA LILO OF INDORE-NAGDA LINE FOR INDIRA SAGAR HEP from Loc.No. 5 Indore-ISP (ckt length 81.033 km) ISP-- Nagda (ckt length 186.358) Nagda - Sardar Sarovar DCDS line (upto MP border) Lilo of Nagda SSP ckt-I FOR Rajgarh (From loc no264) 12 loc PGCIL LINE Lilo of Nagda SSP Ckt-II for Rajgarh (from loc no271)R length 4.01 km 11 loc (loc no 265 to 270 dismantelled)PGCIL LINE BHILAI-SATPURA INTERSTATE LINE (M.P. PORTION) Lilo of Sarni Bhilai line for PGCIL Seoni (from loc no 627-3 locs- 1.498 Km Sarni- seoni-148.948.55 kms Bhilai- seoni-228.877 kms ITARSI-BHOPAL* BHOPAL-BINA * Birsinghpur-Katni-Damoh 9(a) 9(b) Birsinghpur - Katni 117.64 km (322 Km) Katni - Damoh 118.18 Km (loc 315) 1450.135 4226 Configuration SC DCDS Rout Length in Kms 259.8 8.7 TOTAL LOCATIONS 729 27

2(a) 2(b) 3 4 4(a) 4(b) 5 5(a) 5(b)

DCDS DCDS

108 79.79

310 223

DCDS

215.61

575

6 6(a) 6(a)i 6(a)ii 7 8 9

SC

297.87

827

DCDS DCDS DCDS

98 135 247.365

535 363 637

135

SCHEDULE-IV List of EHV Lines

(B) 220 KV Lines:
S. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
Name of line AMARKANTAK-BIRSINGHPUR Birsinghpur - Jabalpur DCDS line (PFC) Sukha LILO of Bpur-AMK line AMARKANTAK-JABALPUR Amarkantak-ANUPPUR TRACTION FEEDER Birsinghpur Satna LILO of one ckt of Birsinghpur - Satna line at Amarkantak TPS (PFC) LILO OF BIRSINGHPUR -SATNA AT REWA LILO of one ckt of Birsinghpur - Rewa line through Sidhi 220 S/s. (PFC) Birsinghpur TPH- HEP ckt I &II

Type DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCSS DCDS DCDS DCDS

Route Length in Km. 70 136.13 165.98 192 10.8 233.8 45.62 19 58.78 2.67 8.139 21.00 13.40 79.9 3.9 48.44 102.32 1.05 1 4.22 41.56 79.484 0.524 7.786 150.268 0.83 22 225

Total locs. 247 450 547 631 39 775 145 66 158 11 31 84 52 245 16 158 320 6 7 19 128 253 3 33 491 5 75 728

220KV Birsingpur. to SGTP IC No.-I &II 220KV Birsingpur to SGTP IC-III & IV Birsinghpur-Norozabad Tr-I & II
BANSAGAR PH-I SATNA LILO of Satna-Bansagar line for Sub-station Kotar Bansagar Tons (PH-I) - Rewa () line Satna (PGCIL 400KV) to Katni Ckt.No.-I&2 * Satna (PGCIL 400KV) to Satna220 Ckt.No.I&2 * Katni-MAJHGAWAN PHATAK RAILWAY TRACTION FEEDER Interconnector between Seoni (MPPTCL) and Seoni 400kv S/s. (PGCIL) Amarkantak-Korba (Kotmi Kala) Damoh (MPPTCL)- Sagar LILO of Damoh - Sagar one Ckt. through Damoh 400kv S/s of PGCIL (PFC) Sagar-MAKRONIA TRACTION FEEDER Damoh -Tikamgarh LILO of Damoh - Tikamgarh line through Damoh 400kv S/s of PGCIL (PFC) Damoh-KARAIYA-BHADOLI TRACTION FEEDER ITARSI-JABALPUR

136

S. No. 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62

Name of line LILO OF JABALPUR-ITARSI ckt-I FOR NARSINGHPUR S/S LILO of 2nd ckt of Jabalpur - Itarsi line for Narsinghpur S/s (ADB - II) LILO of one ckt of Jabalpur - Itarsi line for Piparia S/s (2x3.6) Jabalpur (400kv PGCIL) Narsinghpur INTERCONNECTOR BETWEEN 400 KV PGCIL& 220 Kv S/S AT JABALPUR * INTERCONNECTOR BETWEEN 400 KV PGCIL& 220 KV S/S AT Itarsi ITARSI PGCIL-Hoshangabad Hoshangabad- Bhopal LILO of one ckt of Itarsi-Bhopal line for Mandideep S/s (2x6.19) (PFC) Bhopal I/C SARNI INTERCONNECTOR TAP Line FOR RAILWAY TRACTION AT KALAAKHAR LILO of ckt no.I of Satpura-Itarsi DCDS line at S/s Handia called Itarsi _HandiaCkt I ITARSI-Handia Ckt No.I I Handiya -BARWAHA ITARSI-SATPURA Ckt. No. I&II ITARSI-SATPURA Ckt. No. III & IV Bhopal - Bairagarh BHOPAL - SHUJALPUR Shujalpur (400kv) PGCIL - Rajgarh (B) line (ADB - II) (2x68.68) Bhopal (400kv) - Ashta line (2x97.45 km). Dewas- Astha SATPURA-AMBAJHARI LILO of SATPURA-AMBAJHARI for Pandurna S/S from Loc No.268 Chhindwara () - Seoni (400KV S/s of PGCIL) (PFC) (2x66.86) Chhindwara-Betul line BINA-BHOPAL LILO of one ckt of Bhopal- Bina line for VidishaS/S INDORE-DEWAS LILO of Indore - Dewas line for Indore (East) S/s (2x0.2) (CAN BANK - I) INDORE-Badnagar LILO OF INDORE-Badnagar Ckt -1 FOR PITHAMPUR RATLAM-Badnagar INTERCONNECTOR AT NAGDA

Type DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCSS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCSS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS

Route Length in Km. 1.6 1.98 3.758 76.86 11 2.297 21.12 77.441 6.194 12.840 0.418 1.75 84.77 84.281 107.281 72 72 17.03 87.66 68.68 94.487 71.672 81.752 0.344 66.86 133.3 133.91 15.759 45 0.2 89.264 23.2 47.5 1.63

Total locs. 7 8 13 253 37 13 74 251 21 42 1 4 273 267 347 248 253 58 284 229 306 239 327 4 227 456 414 72 140 1 297 81 158 9

137

S. No. 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94

Name of line INTERCONNECTOR I&II BETWEEN 400 KV & S/S ATS/Z INDORE tap line from Ckt I of 400 KV IC -I between INDORE II&400KV for S/Z Indore Chhegaon - Nimrani Maheshwar-Nimrani Omkareshwar-Barwaha Tap Nimrani from Omkareshwar-Julwaniya loc no 131 Omkareshwar-Khandwa Omkareshwar-Julwaniya Khandwa-NEPANAGAR LILO of one ckt of Barwaha - Khandwa DCDS line for S/s Chhegaon INTER CONNECTOR RAJGARH CKT 1& 2 PiTHAMPUR - Rajgarh (PGCIL) Indore- Barwaha UJJAIN-INDORE II (Jaitpura) * UJJAIN-KOTA (INTERSTATE) * LILO of 1st Ckt of Ujjain - Kota line at Badod S/S. DCDS LILO of 2nd Ckt of Ujjain - Kota (Modak) line at Badod S/S. DCDS UJJAIN-NAGDA Nagda - Ratlam NAGDA-NEEMUCH Shivpuri - Sabalgarh Bina - Guna Bina Shivpuri Bina- Sagar INTERCONNECTOR AT BINA BINA-PICHHORE-GWALIOR Auriya(UP)-Malanpur LILO of Auriya(UP)-Malanpur at MEHGAON GWALIOR(400KV)PGCIL-MALANPUR I GWALIOR(Mahalgaon)-MALANPUR LILO of first ckt of Gwalior - Malanpur line through Gwalior 400kv S/s of PGCIL LILO of second ckt of Gwalior - Malanpur line through Gwalior 400kv S/s of PGCIL

Type DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS

Route Length in Km. 4 3 102.61 26.5 93.732 0.6 95.767 123.712 59.879 2.31 12.311 81.788 53 38.44 176 3.84 3.41 52.8 43.33 135.38 100.27 130.47 170.3 88.11 4.5 244 147 0.7 37.806 32 8.5 8.52

Total locs. 17 9 348 90 306 3 318 404 187 9 40 256 156 124 568 14 13 165 141 412 313 401 529 282 32 787 463 3 119 98 37 39

* OPGW has already been provided.

138

SCHEDULE-IV List of EHV Lines

(C) 132 KV Lines :
S. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 Name of line 132KV Katni-Kymore 132KV Katni Interconnector * 132KV Katni-Sleemnabad 132KV Jabalpur-Katni * LILO for 132KV S/s Mansakra Lilo of Jabalpur Katni for Marhotal 132KV Jabalpur- VFJ 132KV Vinoba Bhave tap line 132KV Jabalpur-Maneri 132KV Jabalpur-Bargi 132KV Narsinghpur-Barman 132KV Barman-Gadarwara 132KV Narsinghpur-Gadarwara 132KV Narsinghpur Interconnector 132KV Jabalpur-damoh 132KV Damoh-Sagar132KV Damoh Interconnector 132KV Patan tap line 132KV Garhakota LILO 132KV Sagar Interconnector-I 132KV Sagar Interconnector-II 132KV Sagar-Gaurjhamar 132KV Damoh-Bijawar LILO for 132KV S/s Hatta 132KV Bijawar-Chhatarpur 132KV Chhatarpur-Khajuraho 132KV Bijawar-Tikamgarh(132 kv s/s ) Lilo for 220 KV s/sTikamgarh 132KV Tikamgarh Interconnector I I 132KV Tikamgarh-Prithvipur 132KV Tikamgarh-Jatara 132KV Prithvipur-Jatara 132KV Seoni I/C 132KV Seoni-Chhindwara LILO for 132KV S/s Chourai LILO for 132KV S/s Amarwara 132KV Chhindwara-Pandhurna LILO for 132KV S/sBoregaon Type DCDS DCDS DCSS DCDS DCDS DCDS DCDS SC DCSS DCDS DCDS DCSS SC DCDS SC SC DCDS SC DCDS DCSS DCSS (+) SC DCSS SC DCDS SC DCSS SC (+) DCDS DCDS DCSS (+) SC DCSS (+) SC DCSS DCSS DCDS DCDS DCDS DCDS SC DCDS Route Length in Km. 38.57 9.04 29.14 95.00 6.96 0.02 22.00 4.73 35.80 23.57 25.54 30.54 42.06 7.11 91.49 152.22 5.27 7.61 3.59 8.78 5.78 44.28 96.07 15.50 29.01 33.07 75.01 7.20 8.074 49.14 36.97 52.21 12.86 67.35 1.78 32.88 76.88 10.80 Total locs. 128 34 118 322 26 0 70 19 129 87 90 102 145 27 298 522 18 25 14 30 22 152 338 54 97 115 259 48 30 166 123 174 48 227 7 110 268 39

139

S. No. 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74

Name of line 132KV Pandhurna Rly. Traction 132KV Pandhurna-Multai 132KV Chhindwara I/C Between 220-132 KV s/s Chhindwara III I/C LILO of 132KV Chhindwara-Pandhurna for 220KV S/s, Chhindwara 132KV Seoni-Pench 132KV Seoni-Mandla LILO for 132KV S/s Nainpur 132KV Seoni- Balaghat 132KV Katangi Tap 132KV Balaghat-Dongargarh-Bhilai (up to M.P. -CSEB Border) LILO for 132KV S/s Benegaon 132KV Balaghat-Birsa 132KV Amarkantak-Chirmiri (Kotma) line Lilo of Amarkantak Chirmiri for Kotma S/S Amarkantak -Shahdol 132KV Amarkantak-Morwa (ATPS) line Lilo of Amarkantak- Morwa at Waidhan 132KV Waidhan VSTPP 132KV Morwa-Jayant line 132V Morwa- Rehand (Bina,Anpara) Birsinghpur Umariya Bansagar Tons PH-II- Bansagar Tons PH-III line LILO of Bansagar PH - II - Bansagar PH - III at Beohari LILO of Bansagar (PH-II) - Bansagar (PH-III) line through Bansagar (PH-IV) Bansagar PH - IV - Amarpatan 132KV Maihar-Amarpatan line 132KV Kymore-Satna line Lilo of Kymore Satna line for Maihar S/s Lilo of Kymore Satna line for 220 Kv Satna S/s 132 Kv Rewa to Loc no 24,common point 132KV Rewa(220 kvRewas/s )-Sidhi 132KV Rewa-Mangawan Mangawa-Katra 132KV Rewa- 220 kvRewa I/C-I & II 132KV IC Sidhi

Type DCDS SC DCDS DCSS DCDS DCDS SC DCDS DCDS DCSS DCDS DCDS DCSS DCDS DCDS SC DCDS DCDS DCDS DCDS DCDS DCSS DCSS DCDS DCDS DCSS DCSS DCDS DCDS DCDS DCDS DCSS DCSS DCSS DCDS DCDS

Route Length in Km. 3.11 37.75 5.61 5.20 4.88 76.06 117.01 1.80 74.89 35.77 75.50 0.15 62.06 42.73 0.43 44.43 185.08 9.95 9.36 3.00 8.18 35.51 62.24 17.53 12.88 67.68 25.33 73.11 0.46 9.54 6.35 60.90 37.07 37.30 9.37 7.91

Total locs. 13 129 22 23 20 288 358 9 264 117 259 2 215 204 0 152 639 36 39 12 32 129 210 69 45 236 89 226 4 37 24 217 102 117 39 27

140

S. No. 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110

Name of line 132KV Sidhi-Mauganj 132KV Satna-Rewa 132KV Satna Rewa Lilo to Rampur Baghelan 132KV Satna Rewa-Tap for M/s J.P. Bela Cement 132KV Satna-Panna line LILO of132KV Satna-Panna line for 220 KV s/s satna Satna Pawai Satna Majhagawan From loc no 33 of Satna- Majhagawan to Satna Cement Itarsi- Hoshangabad Hoshangabad- Pawarkheda Traction Pipariya-- Gaderwara LILO of 132 kV Pipariya - Gadarwara line at Pipariya 220kv S/s Pipariya-- Bareli LILO of 132 kV Pipariya - Bareli line at Pipariya 220kv S/s Hoshangabad-Mandideep Tap to Obedullaganj Traction Mandideep-Bhopal Lilo of Bhopal- Mandideep for Amarawat khurd LILO to 132 Kv s/s MACT LILO to 132 Kv s/s Mandideep Bhopal STDS Loc no 19 of STDS line to BHEL Bhopal Vidisha Vidisha - Gulabganj Traction Vidisha Raisen Vidisha Gairatganj LILO to 132 KV s/s Berasia LILO to 132 KV s/s Ayodhya Nagar Sukhisevania Traction( Tap line) Bhopal Ashta LILO to 132 Kv s/s Bairagarh from loc no 527 of Bhopal Astha, LILO to 132 KV s/s Sehore Sehore Traction Bhopal Shujalpur Bhopal- Lalghati

Type DCSS DCSS DCDS DCSS DCSS DCDS DCSS DCDS+DCSS DCSS DCDS DCDS SC DCDS SC DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS+ DCSS DCSS DCDS DCDS SC SC DCDS DCDS DCDS DCSS DCDS DCDS DCDS DCSS SC

Route Length in Km. 43.09 49.82 0.60 1.10 60.21 1.38 68.74 40.31 11.41 23.76 6.79 52.88 4.57 33.09 4.41 53.24 6.32 33.92 5.29 25.45 5.84 5.19 1.49 46.42 21.98 23.13 48.25 31.45 2.09 0.68 97.13 11.60 6.49 2.70 81.02 12.69

Total locs. 147 176 2 4 206 5 227 169 30 85 23 182 19 109 18 181 22 114 20 87 22 22 7 179 67 74 163 115 8 3 280 42 23 11 280 53

141

S. No. 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151

Name of line LILO to 132 Kv s/s Bairagarh from loc no 220 of Bhopal-Shujalpur LILO to 132 KV s/s Kurawar Bairagarh -Shyampur Khilchipur- Zeerapur Rajgarh- Khilchipur Sarangpur -Khilchipur Shujalpur- Sarangpur Shujalpur I/C I Shujalpur I/C II Shujalpur- Arniyakala Ashta- Arniyakala Ashta I/C Ashta- Bercha Ashta Polaykalan Ashta- Ichhawar Rajgarh- Biaora LILO to 132 KV s/s Maksudangarh Shujalpur-Biora Lilo of Shujalpur-Biora for Pachore s/s 132KV Sarni-Chhindwara Lilo for132 KV S/s Khapaswami Sarni- Ghoradongri Traction Sarni- Betul Betul Traction Betul- Multai Betul(220KV)- Gudgaon Multai Traction Betul -Chhicholi Rajgarh- Raghogarh Hoshangabad -Khatpura Vidisha -Shamsabad Ashta- Kannod Handiya -Kannod Tap line fromLoc no 20 of Handiya -kannod to 132 KV S/s Nasrullaganj LILO TO 132 KV s/s Khategaon Harda Traction Harda- Khirkiya Traction Tap Lineto 132 KV S/s Chhanera . Harda -Handiya Itarsi - Harda LILO TO 132 KV s/s Seoni Malwa

Type DCDS DCDS DCSS DCSS DCDS DCSS DCDS DCSS DCSS DCDS DCDS DCDS DCSS DCSS DCSS DCDS DCDS DCSS DCDS DCDS DCDS DCDS DCSS DCDS DCDS DCSS DCDS DCSS DCSS DCSS DCSS DCSS DCDS DCSS DCDS DCSS DCSS DCSS DCDS DCSS DCDS

Route Length in Km. 0.56 16.37 19.14 22.56 18.33 52.40 29.57 4.50 4.78 22.36 19.64 5.18 44.69 26.84 34.63 21.05 47.74 58.91 0.31 86.43 3.94 17.17 36.81 7.58 52.36 55.08 2.37 26.55 74.02 31.26 57.90 46.00 41.04 44.67 2.19 5.35 33.47 30.46 14.25 80.57 7.06

Total locs. 4 52 67 76 63 180 96 16 13 74 71 20 147 95 116 71 158 213 4 311 18 59 128 30 170 191 11 92 245 116 195 146 136 144 8 19 108 104 52 50 27

142

S. No. 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191

Name of line South zone Indore-MSP (Dewas) Tap line to 132 KV S/s mangaliya
Dewas(BNP)-Dewas(MSP) Dewas-Ashta tap line to 132 KV S/s Sonkatchh Dewas-Chapda Indore(220)SZ-BARC Indore (220) S/Z -Indore (Chambal )

Type DCSS DCSS

DCDS SC SC SC DCDS DCDS DCDS DCDS DCDS DCSS DCDS DCDS DCDS DCSS SC DCDS SC DCDS DCDS DCDS DCDS DCSS DCSS DCSS DCDS DCDS DCDS DCSS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS SC

Route Length in Km. 36.00 0.55

7.00 42.44 1.00 44.50 12.75 22.00 0.40 4.00 11.60 8.85 37.00 1.65 32.15 34.90 45.00 6.00 61.00 4.00 23.50 3.60 19.00 21.80 12.30 22.00 53.00 56.450

Total locs. 136 3 24 130 4 138 49 66 0 14 39 33 121 6 108 118 140 19 219 14 86 16 51

Lilo for Satya Sai s/s from S/z-Indore Chambal line

Indore (132)N/Z- Indore Chambal Indore(220)-II-Indore N/Z Indore-II (220 Jaitpura) - to RTS Manglia Indore II(220 Jaitpura)- Ujjain Lilo of Indore II(220 Jaitpura)- Ujjain for 132 kv Sanwer Indore(220) -Depalpur Badnagar-Depalpur Dhar -Rajgarh Lilo of Dhar- Rajgarh for 220 KV S/s Rajgarh Indore(220)SZ-Dhar Lilo of Indore(220)SZ-Dhar for Ghatabillod 132 KV S/s Indore(220) SZ -Pithampur-

Lilo from loc no 46 from Indore(220) SZ Pithampur for 132 KV S/s Indore West
Pithampur I/CPithampur-Bagdi Pithampur-Betma Pithampur-Jamli Indore S/Z (220)-Barwaha Barwaha-Chhegaon

76 174 173 11 66 60 99 149 13 10 110 20 78 153 220

Lilo of Barwaha-Chhegaon for Sanawad

Chhegaon - Khandwa Lilo of Chhegaon - Khandwa for 220 kv Chhegaon Chhegaon-Talwadia Rly.Traction. Chhegaon--Nepanagar Rly. Traction. Both ckt of Chhegaon--Nepanagar tapped for Dongargaon Rly. Traction Nepanagar I/C Tap to Lalbag ( Burhanpur) Railway Traction S/S Bahadurpur-Burhanpur Nepanagar-Badgaon Nimrani- Julwania Julwania-Pansemal

3.00
19.000

15.80
27.000 42.000

3.39
3.000 34.350 5.740 23.370 44.977 65.000

143

S. No. 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231

Name of line
Lilo of Julwania-Pansemal for132 KV S/s Sendhawa Nimrani- Badwani Nimrani- Kasrawad Nimarani-Manawar Nimrani- Dhamnod Kukshi-Manawar Kukshi- Ali Rajpur

Type
DCDS DCSS DCSS DCDS SC DCSS DCSS

Route Length in Km. 4.20

59.434 12.344 43.044 22.000 37.250 42.372

Total locs. 19 198 48 150 75 122 140 195 3 117 24 197 10 159 16 21 120 8 31 83 76 225 4 55 107 356 6 11 163 78 77 128 85 6 178 1 30 88 261 10

Badnagar-Ujjain Lilo of Ujjain- Badnagar for Ingoriya s/s Ujjain-Dewas 132 kv -220 KV Ujjain Interconnector line Ujjain-Shajapur Lilo of Ujjain-Shajapur for Makshi S/s 132 kv Shajapur-Shujalpur line Lilo of Shajapur-Shujalpur for 220 KV Shujalpur Mohammadkheda Rly Traction Shajapur-Sarangpur Lilo of Shajapur-Sarangpur for Panwadi Lilo of Shajapur-Sarangpur for Momanbarodiya Ujjain-Tarana line Tarana-Makdon line Ujjain-Badod Lilo of Ujjain-Badod for Ghosla Lilo of Ujjain-Badod for Agar Agar - Susner line Badod- Gandhisagar Suwasra Rly Traction Lilo for Garoth 132 KV s/s Gandhisagar-Manasa line Mahidpur - Zharda line Nagda-Mahidpur Nagda-Alot Badnagar- Kanwan Nagda Rly Traction Nagda -Ratlam Lilo of Nagda- Ratlam for Khachrod s/s Tap Line to M/S Grasim Jhabua-Meghnagar Ratlam- Meghnagar Bamniya Rly Traction

DCSS DCDS SC DCDS DCSS DCDS SC DCDS DCDS DCSS DCDS DCDS DCDS DCSS DCDS DCDS DCDS DCSS DCDS DCDS DCDS SC DCSS DCDS SC DCSS DCDS SC DCDS SC DCSS SC DCDS

52.00 0.30 33.00 8.00 51.00 3.00 51.00 4.46 7.00 37.00 2.00 9.70 28.00 23 74.94 1.30 15.98 31.60 127.00 2.00 3.10 54.40 23.26 23.01 37.34 25.07 2.00 46.00 0.28 7.528 25.935 75 3.00

144

S. No. 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273

Name of line Rajgarh- Petlawad Ratlam- Badnagar Badnagar -Gautampura line Ratlam Traction feeder Ratam -Sailana Ratlam -Jaora 1st line 132 kv Ratlam -Jaora 2nd line 132 kv Ratlam I/C Ist 132 kv Ratlam I/C 2nd 132 kv Jaora- Mandsaur Neemuch- Mandsour LILO to 132 Kv s/s Malhargarh from Neemuch- Mandsour Neemuch -Manasa I/C Neemuch 1st I/C Neemuch 2nd Neemuch- Ratangarh Motijheel-Mahalgaon LILO to 132 Kv s/s Tighra Railway Traction Gwalior Gwalior-Pichhore LILO to 132 Kv s/s Dabra LILO to 132 Kv s/s Datia Railway Traction Datia Motijheel-Banmore Motijheel-Sawai Madhopur Line LILO to 132 Kv s/s Joura LILO to 132 Kv s/s Sabalgarh LILO to 132 Kv s/s Sheopur Banmore-Ambah LILO to 132 Kv s/s Malanpur Banmore-Hetampur Railway Traction Tap line to Morena from Banmore-Hetampur rly Malanpur-Morar Mehgaon-Bhind Ron-Lahar Mehgaon-Seondha Mehgaon-Ron Mehgaon-Porsa Bina-Railway Traction Bina-BharatOmanRefinery ltd Bina-Sironj Tap line to Ganjbasoda 132 KV s/s

Type DCSS SC DCSS DCDS DCSS SC SC SC SC DCDS DCSS DCDS SC SC SC DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS DCDS SC DCDS DCDS DCDS DCSS SC DCSS SC DCSS DCSS DCDS DCDS DCSS+DCDS DCDS

Route Length in Km. 53.28 43.49 27.00 3 23 33.162 33.607 11 7 56.54 46.00 2.00 25.65 5 4 43.145 22 0.7 3 126 0.4 24 3 14 181 3.5 2.8 20 42 19 31 1 28.5 27 14.55 47 42.35 31 2 20.5 54 31.38

Total locs. 184 150 80 11 80 122 117 33 24 196 72 7 79 18 13 140 79 3 12 422 2 76 9 49 510 15 11 76 141 63 110 3 98 89 46 158 134 102 7 71 178 103

145

S. No. 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 Bina-Sagar Bina-Guna line

Name of line

Type DCDS SC DCDS DCDS DCDS DCDS DCDS SC DCDS DCDS DCDS SC DCSS DCDS DCDS DCDS DCSS DCSS

Route Length in Km. 75 118 23 84.8 0.973 9.5 27 75 44.5 4.7 13.39 3 6.5 24 17.45 19.6 7.6 34.686 8507.73

Total locs. 275 390 82 282 7 31 102 260 146 17 48 9 23 84 58 66 29 118 28427.00

LILO to 132 Kv s/s Ashok Nagar Bina-Pichhore line Lilo of Bina-Pichhore for132 KV S/s Chanderi LILO to 132 Kv s/s Rajghat Pichhore-Basai Traction.Line Pichhore-Shivpuri Karera-Madikheda line LILO of Gwalior- Pichhore for Karera 132 KV S/s Shivpuri lnter connector Tap line to M/S Gail Tap Line for Raghogarh 132 KV s/s Guna-Vijaypur line LILO to 132 Kv s/s Aaron LILO to 132 Kv s/s Bhonra Guna railway Traction Shivpuri- Kolaras Total

* OPGW has already been provided.

146

SCHEDULE V-A
DETAILS OF TRANSMISSION LINES FOR OPGW PLAN
S. No. [A] 1 2 [B] 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 [C] 1 2 3 4 5 6 7 8 9 10 11 Name of Transmission Lines 400kV Lines Katni400- Damoh220 Birsinghpur TPS - Katni400 Sub Total 220kV Lines Amarkantak TPS - Birsinghpur TPS Barwaha220 - Handia220 Barwaha220 - Itarsi220 Bhopal400 - Bhopal220 Bhopal400 - Shujalpur220 Bina220 - Vidisha220 Bina400 - Bina220 Bina400 - Sagar220 Birsinghpur Pali220 - Birsinghpur TPS Gwalior(PGCIL) - Malanpur220 Indore400 - Dewas220 Indore400 - Indore (SZ)220 Itarsi220 - Handiya220 Itarsi220 - Satpura TPS Jabalpur220-Narsinghpur220 Mahalgaon220 - Gwalior(PGCIL) Malanpur220-Mehgaon220 Nagda400 - Ratlam220 Nagda400 - Ujjain220 Narsinghpur220-Pipariya220 Pipariya220-Itarsi220 Sagar220 - Damoh220 Satpura TPS - Sarni220 Shivpuri220 - Sabalgarh220 Sub Total 132kV Lines Alirajpur Kukshi Amarkantak TPS - Morwa Amarkantak TPS - Shahdol Amrawatkhurd - Bhopal (MACT) Aron Ashoknagar Aron - Guna220 Ashoknagar - Bina220 Ayodhya Nagar - Vidisha220 Ayodhyanagar - Bhopal220 Badwani - Nimrani220 Bairagarh220 - Bhopal(CH)220 Length(Km) 116 118 233 70 85 190 12 85 113 8 85 8 38 44 7 107 72 75 11 34 43 49 100 62 69 3 100 1472 Length (Km) 42 165 40 44 47 50 102 48 8 59 17

147

S. No. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57

Name of Transmission Lines Bairagarh220 Sehore Balaghat - Seoni132 Banmore Morena Banmore Motijheel Barwaha220 - Chhegaon220 Barwaha220 - Indore(SZ) 220 Betul132 - Betul220 Betul132 - Sarni220 Betul220 Multai Bhind - Mehgaon220 Bhopal (MACT) - Mandideep220 Bhopal220 - Amrawatkhurd Bijawar - Chhatarpur220 Bijawar - Hatta Bijawar - Tikamgarh220 Bina220 Chanderi Biora Pachhor Birsinghpur220 - Umariya Boregaon - Chhindwara220 Boregaon - Pandhurna220 Burhanpur - Nepanagar220 Chanderi Pichhore Chhegaon220 - Khandwa132 Chhegaon220 - Khargone Chhegaon220-Nepanagar220 Chhindwara 220-Chourai Chourai -Seoni 220 Dabra-Datiya Dabra-Mahalgaon220 Damoh 132-Damoh 220 Damoh132 Hatta Datiya-Pichhore Dewas (BNP)-Dewas 220 Dewas(BNP) - Ujjain220 Dhar-Ghatabillod Ghatabillod - Indore(SZ) 220 Hoshangabad220 - Itarsi 220 Hoshangabad220 - Mandideep220 Jaora-Mandsour Jaora-Ratlam220 Jhabua Meghnagar Katni 220 - Kymore Kukshi-Manawar Kymore-Satna220 Mahalgaon220-Motizeel Makshi-Ujjain220

Length(Km) 42 77 19 14 46 67 15 37 45 25 39 12 30 72 75 71 29 35 56 37 39 48 31 68 46 35 36 40 47 4 51 80 2 41 19 50 24 60 57 35 26 37 37 72 29 32

148

Malhargarh-Mandsour 58 S. No. 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 Name of Transmission Lines Malhargarh-Neemuch Meghnagar-Ratlam220 Moman Badodiya-Panwadi Moman Badodiya-Sarangpur Multai - Pandhurna220 Nainpur-Mandla Nimrani220-Manawar Pachore-Shujalpur220 Panwadi-Shajapur Pichhore - Shivpuri132 Raisen-Vidisha220 Rajgarh(B)220 - Biora132 Rampur Baghelan - Rewa 132 Rampur Baghelan - Satna 132 Rewa 220 - Rewa 132 Rewa 220 - Sidhi220 Sabalgarh220 - Sheopurkalan Sarangpur - Shujalpur220 Satna 220 Panna Satna 220 - Satna 132 Seoni132 - Nainpur Seoni220 - Seoni132 Shahdol Dindori Shajapur Makshi Shajapur - Shujalpur220 Shivpuri 220-Shivpuri 132 Sub Total Total(A+B+C) 25 Length(Km) 24 77 15 16 38 44 43 34 26 76 23 21 19 31 9 67 108 30 70 10 87 13 62 20 50 13 3567 5272

149

SCHEDULE V - B.1 DETAILS OF DISTRIBUTION LINES USED IN ADSS PLAN M.P.M.K.V.V.COMPANY LTD. BHOPAL REGION
INFORMATION REGARDING CIRCLE WISE/DIVISION WISE D/Cs
S No. 1 Name of Circle City Circle Bhopal Name of Division 1. City Dn. South Name of Sub-Division/Zone 1. T.T. Nagar Zone 2. M.P. Nagar Zone 3. Jahangirabad 4. Kotra 5. E-4, Arera Colony 6. Bhadbhada * 2. City Dn. North 1. Imamigate Zone 2. Chhola Zone 3. Sultaniya Zone 4. Bus Stand 5. City Kotwali 6. Bairagarh(T) 7. Indravihar 1. Industrial Gate 2. Chandbad Zone 3. Ayodhya Zone 4. Karond 5. Anand Nagar * 1. Shahpura 2. Shakti Nagar 3. Vidhya Nagar 4. Vallabh Nagar * 1. Bairagarh 1. Sukhisewaniya 2. Itkhedi 3. Parwalia Sadak 4. Khajuri Sadak 5. Ratibad 2. Berasia 1. Berasia 2. Lalriya 3. Najeerabad 4. Gunga 1. Misrod 2. Danishkung 1. Berasia 2. Najeerabad 3. Gunga 1. Misrod Phase-I Phase-I Phase-I Phase-I Phase-I Phase-I 1. Khajuri Sadak Name of D/C Name of Upgraded D/C Status

3. City Dn. East

4. City Dn. West

O&M Circle Bhopal

1. O&M Dn. Bhopal

Phase-I Phase-I Phase-I Phase-I

3. CSD Misrod

150

S No.

Name of Circle

Name of Division 2. O&M Dn. O'ganj

Name of Sub-Division/Zone 1. O'ganj Sub Dn.

Name of D/C 1. Goharganj 2. O'ganj 3. M'deep (R) 4. Chiklod 5. Shahganj 1.Budani 1. Rehti 2. Nasrullaganj 3. Ladkui

Name of Upgraded D/C 1. Goharganj

Status

2. Budani 3.O&M Dn. N'ganj

1. Nasrullaganj 2. Ladkui Phase-I 1. Raisen(R)

4. O&M Dn. Raisen

1. Raisen

1. Raisen(U) 2. Raisen(R) 3. Salamatpur 1. Begamganj(U) 2. Begamganj(R) 3. Gairatganj 4. Silwani 5. Dehgaon

2. Begamganj

Phase-I 1. Begamganj (R) 2. Silwani

5. O&M Dn. Bareli

1. Bareli

1. Bareli(U) 2. Bareli(R) 3. Badi 4. Udaipura 5. Khargone 6. Deori 1. M'deep

Phase-I

1. Udaipura

6.O&M Dn. M'deep(IGC) 3 O&M Circle Vidisha 1. Vidisha(T) 2. Vidisha(R)

1. O&M Dn. Vidisha

1. Vidisha(T) 1. Vidisha(R) 2. Mirzapur 3. Shamshabad 4. Gyaraspur 5. Nateren 1. Basoda(T) 2. Ganj 3. Kurwai 4. Tyonda

1. Vidisha(T) 1. Vidisha(R) 2. Shamshabad

Phase-I

2. O&M Dn. Basoda

1. Basoda

Phase-I Phase-I 1. Kurwai

2. Sironj

1. Sironj 2. Bagroda 3. Lateri Sehore(T)

1. Bagroda Phase-I Name of Status

4 S No.

O&M Circle Sehore Name of

1. O&M Dn. Sehore Name of Division Name of

Name of D/C

151

Circle

Sub-Division/Zone 1. Sehore (SEMI URBAN)

Upgraded D/C 1. Bijori 2. Thoona 3. Bilquisganj 4. Naplakhedi 1. Bilquisganj 2. Naplakhedi

2. Ichhawar

1. Ichhawar 2. Diwadiya 3. Bhaukhedi 4. Amlaha 5. Brijeshnagar 1. Syampur 2. Ahmadpur 3. Doraha 4. Khajuri kala 1. Ashta(T) 2. Kothari 3. Khachrod 4. Siddiqganj 5. Bager 1. Hakimabad 2. Maina 3. Jawar 4. Mehatwada 1. Rajgarh(T) 2. Rajgarh(R) 3. Khilchipur 4. Zeerapur 5. Machalpur 1. Rajgarh(R) 2. Khilchipur 3. Zeerapur 4. Machalpur Phase-I 1. Pachore(R) 2. Khujner 3. Chhapiheda Phase-I

3. Syampur/shampur

1.Ahmadpur

2. O&M Dn. Ashta

4. Ashta-I

Phase-I

5. Ashta-II

O&M Circle Rajgarh

1. O&M Dn. Rajgarh

1. Rajgarh

2. Pachore

1. Pachore(T) 2. Pachore(R) 3. Khujner 4. Chhapiheda

2. O&M Dn. Biaora

1. Biaora

1. Biaora(T) 2. Biaora(R) 3. Malawar 4. Suthaliya 1. Sarangpur 2. Padliyamata 3. Mau 1. N'garh(T) 2. N'garh(R) 3. Gadiya 4. Boda

Phase-I 1. Biaora(R) 2. Suthaliya

2. Sarangpur

1. Mau Phase-I 1. Gadiya 2. Boda

3. O&M Dn. N'garh

1. N'garh

152

S No.

Name of Circle

Name of Division

Name of Sub-Division/Zone

Name of D/C 5. Talen 6. Kurawar 7. Jhadla 8. Eklera

Name of Upgraded D/C 3. Kurawar

Status

O&M Circle H'bad

1. O&M Dn. H'bad

1. H'bad(T) 2. H'bad(R)

1. H'bad(T) 1. H'bad(R) 2. Dolariya 1. Seoni Malwa(T) 2. Seoni Malwa(R) 3. Shivpur 4. Baghwada 1. Itarsi(T) 1. Pathrota 2.Gurra 3. Kesla 4. Ari 5. Babai

1. H'bad(T)

Phase-I

3. Seoni Malwa

Phase-I

2. O&M Dn. Itarsi

1. Itarsi(T) 2. Pathrota

1. Itarsi(T)

Phase-I

2. Babai

3. O&M Dn. Harda

1. Harda(T)

1. Harda(T) 2. Harda(R/N) 3. Kartana

1. Harda(T)

Phase-I

2. Harda(R)

1. Harda(S) 2. Khirkiya 3. Charuwa 4. Masangaon 5. Sirali 6. Rehatgaon 7. Timarni 1. Pipariya (T) 2. Pachmari 3. Pipariya(R/S) 1. Pipariya(R/N) 2. Bankhedi 3 Chandone 4. Sandiya 1. Sohagpur(T) 2. Sohagpur(R) 3. Semriharchand 4. Shobhapur

1. Sirali 2. Rehatgaon

4. O&M Dn. Pipariya

1. Pipariya-I

Phase-I

2. Pipariya-II

1. Bankhedi 2. Chandone

3. Sohagpur

Phase-I

153

S No. 7

Name of Circle O&M Circle Betul

Name of Division 1. O&M Dn. Betul(N)

Name of Sub-Division/Zone 1. Amla

Name of D/C 1. Amla(T) 2. Amla(R) 3. Bordehi 4. Chicholi 5. Khedlibazar 6.Ambara(Pankha)

Name of Upgraded D/C

Status Phase-I

1. Amla(R) 2. Chicholi

2. Sarni

1. Sarni 2. Ghodadongri 3. Shahpur 1. Betul(T) 1. Betul(R) 2. Betulbazar 3. Khedi 4. Padhar 1. Bhainsdehi 2. Sawalmenda 3. Satner 4. Jhallar 5. Athner 1. Multai(T) 2. Multai(R) 3. Prabhatpattan 4. Raiamla 5. Masod 6. Bisnoor 7. Saikheda 8. Joulkheda 9. Dunawa 10. Ghatbiroli 158

1. Sarni 2. Shahpur 1. Betul(T)

Phase-I

2. O&M Dn. Betul(S)

1. Betul(T) 2. Betul(R)

Phase-I

3. Bhainsdehi

Phase-I

3. O&M Dn. Multai

1. Multai

Phase-I

BR

24

22+38=60

46

154

Information of Divisions and Distribution In GWALIOR REGION

S No. 1

Name of Circle City Circle Gwalior

Name of Division 1. City Dn. (South)

Name of Sub-Division/Zone 1. Kampoo Zone 2. Golpahadia Zone 3. Sikander Kampoo Zone

Name of D/C

Name of Upgraded D/C

Status

2. City Dn. (Central)

1.CSS Zone 2. CPSS Zone 3. SKG Zone 4. Baraghat Zone 5. Laxmiganj

3. City Dn. (North)

1. Tansen Zone 2. Vinay Nagar Zone 3. Phoolbagh Zone 4. Transport Nagar Zone 5. Ladhedi

4. City Dn. (East)

1. Morar Zone 2. DD Nagar Zone 3. Thatipur 4. City Central Zone 5.Baradari

5. Malanpur (IGC) TOT AL 2 5 18

Malanpur 1

O&M Circle Gwalior 1. O&M Dn. Gwalior

1. Morar (Rural )

1. Morar 2. Hastinapur 3. Utila 4. Sakhiyavilash

Phase-I Phase-I Phase-I Phase-I 1. Motizeel Phase-I Phase-I Phase-I Phase-I 1. Dabra (T) 2. Dabra (R) Phase-I

2. Motizeel

1. Motizeel 2. Mohna 3. Barai 4. Ghatigaon

2. O&M Dn. Dabra

1. Dabra

1. Dabra (T) 2. Dabra (R) 3. Tekanpur 4. Pichhore 5. Antri

Name of Circle

Name of Division

Name of

Name of D/C

Name of

Status

155

No.

Sub-Division/Zone 2. Bhitarwar

Upgraded D/C 1. Bhitarwar 2. Deorikalan 3. Chinor 4. Karhiya

3. O&M Dn. Datia

1. Datia (U) 2. Datia(R)

1. Datia(T) 2. Datia(R) 3. Badoni 4. Sitapur 5. Basai 1. Datia(R)

Phase-I

3. Bhander

1. Bhander 2. Salon 3. Unnao

4. Seondha

1. Seondha 2. Tharet 3. Indergarh-I 4. Indergarh--II

TOT 3 AL 3 O&M Circle Morena 1. O&M Dn. Morena-I

8 1.Morena-I

29 1. Morena(U) 2. Dattapura 3. Ganeshpura

4 Phase-I 1. Ganeshpura Phase-I

2. O&M Dn. Ambah *

1. Ambah

1. Ambah 2. Khadiyar 3. Dimni 4. Rachhed 5. Tharra

2. Porsa

1. Porsa 2. Rajodha 1. Rajodha 1. Banmore 2. Jigni

Phase-I

3. O&M Dn. Morena-II

1. Morena-II

1. Banmore 2. Jigni 3. Hetampur 4. Noorabad 5. Sumawali 6. Bagchini

4. O&M Dn. Sabalgarh 1. Sabalgarh

1. Sabalgarh(T) 2. Sabalgarh(R) 3. Rampurkalan 4. Jhundpura

Phase-I

156

S No.

Name of Circle

Name of Division

Name of Sub-Division/Zone 2. Kailaras

Name of D/C 1. Kailaras 2. Sujarma 3. Pahargarh

Name of Upgraded D/C 1. Sujarma

Status

3. Jora

1. Jora 2. Alapur 1. Alapur 6 Phase-I 1. Bhind(R)

TOT AL 4 O&M Circle Bhind

4 1. O&M Dn. Bhind

7 1. Bhind(U) 2. Bhind(R)

25 1. Bhind(T) 1. Bhind(R) 2. Ater 3. Ethar 4. Phoop 5. Umeri

2. Phoop 3. Umeri Phase-I 1. Gormi

2. O&M Dn. Mehgaon

1. Mehgaon

1. Mehgaon 2. Gormi 3. Barhad 4 Amayan

3. O&M Dn. Gohad

1. Gohad (T)

1. Gohad(T) 2. Gohad(R) 3. Mau 4. Keerathpur

Phase-I

4. O&M Dn. Lahar

1. Lahar

1. Lahar 2. Daboh 3. Alampur

Phase-I

2. Ron

1. Ron 2. Mihona 3. Aswar

Phase-I

TOT AL 5 O&M Circle Guna

4 1. O&M Dn. Guna

6 1. Guna(T) 2. Guna(R)

20 1. Guna(T) 1. Guna(R) 2. Bhadora 3. Fatehgarh 4. Banmori 5. Myana

4 1. Guna(T) Phase-I

3. Aron

1. Aron 2. Rampur 3. Pagara 4. Bajranggarh

Phase-I

S No.

Name of Circle

Name of Division 2. O&M Dn.

Name of Sub-Division/Zone 1. Raghogarh

Name of D/C 1. Raghogarh(T)

Name of Upgraded D/C

Status Phase-I

157

Raghogarh 2. Maksoodangarh 3. Ruthiyai 4. Jamner 2. Binaganj 1. Binaganj 2. Chachoda 3. Mrigwas 4. Kumbhraj 3. O&M Dn. Ashoknagar

Phase-I

1. Ashoknagar

1. Ashoknagar 2. Sadora 3. Anwari 4. Toomen 5. Naisarai

Phase-I

2. Chanderi

1. Chanderi 2. Isagarh 1. Isagarh

Phase-I

4. O&M Dn. Mungaoli

1. Mungaoli 2. Bahadurpur 3. Piprai 4.Mirkabad

TOT AL 6 O&M Circle Shivpuri

4 1. O&M Dn. Shivpuri-I

7 1. Shivpuri(T) 2. Shivpuri(R)

29 1. Shivpuri(T) 1. Barodi 2. Shivpuri(R) 3. Pohri-I 4. Pohri-II 5. Bairad-I 6. Bairad-II

2 1. Shivpuri(T) Phase-I

1. Shivpuri(R)

2. O&M Dn. Shivpuri-II 1. Kolaras

1. Kolaras(T) 2. Kolaras(R) 3. Khatora 4. Badarwas 5. Rannod 1. Kolaras(R)

Phase-I

2. Karera

1. Karera 2. Dinara 3. Kheraghat 4. Narwar 5. Magroni 1. Dinara 2. Kheraghat

Phase-I

158

S No.

Name of Circle

Name of Division 3. O&M Dn. Pichhore

Name of Sub-Division/Zone 1. Pichhore

Name of D/C 1. Pichhore (T) 2. Khaniyadhana (T) 3. Pichhore 4. Khaniyadhana 5. Bhonti 6. Khod

Name of Upgraded D/C

Status Phase-I

TOT AL 7

23

O&M Circle Sheopur

1. O&M Dn. Sheopur (South)

1. Sheopur (Town)

1. Sheopur(T)

Phase-I

2. Sheopur (Rural)-1 * 1. Sheopur(R) 2. Baroda 3. Karhal 2. O&M Dn. Sheopur (North)

1. Sheopur(R) 2. Baroda

1. Sheopur (Rural)-2 * 1. Pandola * 2. Dhoti * 3. Soikalan 4. Bhogi ka Tiraha * 5. Dhodhar * 2. Vijaypur 1. Vijaypur (T) 2. Vijaypur-(R) 3. Gaswani 4. Veerpur 5. Raghunathpur *

Phase-I

GR

25

18+37=55

141

23

159

SCHEDULE V - B.2 DETAILS OF DISTRIBUTION LINES USED IN ADSS PLAN

M.P.P.K.V.V.COMPANY LTD. INDORE REGION

INFORMATION REGARDING CIRCLE WISE/DIVISION WISE D/Cs
Name of Circle O&M Circle Indore Name of O&M Sub.Dn. Distt. 1 Indore RES-I RES-III Sanwer Mangliya Town Mangliya (UG)

S.N.

Name of O&M Dn.

Name of D/c Status Tehshil Sanwer (UG) Rural Rangwasa Kasturba Gram kanadiya (UG) Dudhiya (UG) Tillore Kampel Dharampuri (UG) Chabdrawati Ganj (UG) Budi Barlai
Dhamnod U

Phase-I

Mhow

Mhow (T) RES-I RES-II Dhamnod

Mhow (T) UG Dharampuri Mhow (Gaon) Harsola Simrol Gujarkheda Gawalipalasi a Hasalpur Badgonda Manpur Dhamnod-R Siundrel

Phase-I Phase-I

Depalpur

Depalpur Hatod

Depalpur (UG) Hatod

Pithampur

Pithampur

Pithampur

Total

Paliya Gandhinagar Navdapanth (UG) Gutampura Chambal Ataheda Ghatabillod (UG) Sagore Batma (UG) 28

Phase-I Phase-I

Phase-I

160

S.N.

Name of Circle O&M Circle Khandwa

Name of O&M Dn.

Name of O&M Sub.Dn.

Khandwa-R

Name of D/c Distt. Khand wa R-1 Town Harsud New T/Dc 30 50 Tehshil Punasa Chhanera Khalwa (UG) Rural Moondi Jawar (UG) Atootkhas (UG) Sanawad (E) UG Jaswadi Singot Gandhwa Gudi Khar-Kalan Harsud Baldi (H.Q. Khirkiya

Status

Khandwa

Phase-I Phase-I Phase-I

Harsud-R Moondi-R

City khandwa 1 Total O&M Circle Khargone

Khargone-1

1 Kharg one-T KhargoneR-I Oon

10 Khargone-R Phase-I

Bhagwanpura

Bistan Mengaon Nandgaon oon Barud Talakpura Gogawa-R Guhgariyakh edi Bamnala BhikangaonR Anjangaon Sanawad-RI Sanawad-RII Badud Badiya Kanapur Barwaha-R (UG) Balwada Bagod Balsamud Balkwada Sawada Multhan (UG) Phase-I

Segaon

KhargoneII

KhargoneR-II
Bhikangaon

Bhikangao n -T

Gogawa-T Zirniya (UG)

Phase-I Phase-I

Barwaha

Barwaha Sanawad

Barwaha T (UG) Sanawad T

Phase-I Phase-I

15 4 Mandlesh war Mandlesh war Karhi Kasrawad Maheshw ar -T Mandlesh war-T Kasrawad

Phase-I Phase-I

161

S.N.

Name of Circle

Name of O&M Dn.

Name of O&M Sub.Dn. Distt. Town

Name of D/c Tehshil Rural Maheswar-R Mehtwada Choli Somakhedi Karhi Padliya Pipliya Dhargaon 42

Status

Total O&M Circle Burhanpur 1 Burhanpur City Burhanpur O&M

Sahapur

Sahapur D/c khamni Phopnar chapura Ichhapur Nepanagar Dabiyakhed a Nimbola Burhanpur-R (UG) Loni Badgaon Sarola Doifodiya Khaknar (UG) 14 Barwa ni-R (UG) Barwa ni- T Talwada Deb Dawana

Phase-I

Nepanagar

Phase-I

BurhanpurR

Total O&M Circle Barwani

Barwani

Barwani Anjad

Anjad-T

Pati Thikri Anjad -R-I Anjad -R-II (UG)

Phase-I Phase-I

Sendhwa

Sendhwa Rajpur

SendhwaT Rajpur-T Rajpur-R (UG) Pansemal (UG)

Palsood (UG) Khetiya (UG) Balwadi Julwaniya (UG) Sendhawa R (UG) 7

Phase-I Phase-I

Total

162

S.N.

Name of Circle

Name of O&M Dn.

Name of O&M Sub.Dn. Distt. Jhabu a-T Town

Name of D/c

Status Rural Para Jhabua-R Kakanwani Khawasa Baminia Sarangi Raipuriya Zaknavada Alirajpur-R Udigarh Sondwa Katthiwada 12 Titla Teesgaon Phase-I Phase-I Phase-I Phase-I Phase-I Phase-I Phase-I Phase-I

Tehshil Ranapur Megnagar (UG) Thandla Patlawad

O&M Circle Jhabua

Jhabua

Jhabua

Patlawad

Alirajpur

Alirajpur

Alirajp ur-T

Jobat Bhabra

Phase-I

Total 1 O&M Circle Dhar Dhar Dhar-T Dhar-R Badnawar Kanwan

2 Dhar-T DharR

Badnawar-T Badnawar-R

Rajgarh

Rajgarh Sardarpur Kukshi

Rajgarh-T Sardarpur Kukshi-T (UG) Kukshi-R

Bagdi Nalcha Digthan Kesur Kanwan Kod Bidwal Multhan Chhayan Amzera Dasai Rajod(UG) Dhulet Ringnod Bagh (UG) Susari (UG) Nisarpur Chikhalda Singhana Bakaner

Phase-I Phase-I Phase-I

Manawar

Manawar

Total Total all O&M

1 7

ManawarT ManawarR 4 16

Gandhwani

Phase-I

6 31

22 135

163

Information of Divisions and Distribution In Ujjain Region

S. No 1 NAME OF REGION UJJAIN NAME OF CIRCLE UJJAIN NAME OF DIVISION UJJAIN(CITY) S.N o 1 2 2 UJJAIN UJJAIN UJJAIN(O&M) 1 NAME OF SUBDIVISION CITY (East Zone) CITY (West Zone) UJJAIN ( R ) 1 2 3 4 5 6 7 1 2 3 4 5 6 7 1 2 3 4 5 6 7 1 2 3 4 5 2 INGORIYA 6 7 8 9 1 2 3 4 CH.JAWASIYA NARWAR TAJPUR PANTH PIPLAY UJJAIN ( R ) GHATIYA PANBHIHAR TARANA(R) MAKDONE-I MAKDONE-II ROOPA KHEDI TARANA (U) KAITHA KANASAYIA NAGDA ( U ) NAGDA ( R ) UNHEL PIPLODA BAGLA KHACHROD GHINODA MADAWADA BARNAGAR ( U ) BARNAGAR ( R ) LOHANA RUNIJA KHARSOD KALAN INGORIYA KHARSOD KHURD JHANGIRPUR PEERZALAR MAHIDPUR CITY MAHIDPUR ROAD ZARDA GHOSALA Phase-I S.N O NAME OF D/C's Status

GHATIYA

UJJAIN

UJJAIN

TARANA(O&M)

TARANA ( I )

Phase-I Phase-I Phase-I Phase-I Phase-I Phase-I

TARANA ( I I )

UJJAIN

UJJAIN

NAGDA(O&M)

1 2

NAGDA ( U ) NAGDA ( R )

KHACHROD

Phase-I Phase-I Phase-I Phase-I Phase-I

UJJAIN

UJJAIN

BARANAGAR (O&M)

BARNAGAR

Phase-I Phase-I Phase-I

UJJAIN

UJJAIN

MAHIDPUR(O&M)

MAHIDPUR

7 8

UJJAIN UJJIAN

DEWAS DEWAS

DEWAS (CITY ) DEWAS(O&M)

1 1

DEWAS(CITY ) DEWAS ( R-I ) 1 2 3 SINGAWADA KHATAMBA V.G.MANDI

164

S. No

NAME OF REGION

NAME OF CIRCLE

NAME OF DIVISION

S.N o 2

NAME OF SUBDIVISION DEWAS ( R-II )

S.N O 4 5 6 7 8 1 2 3 4 5 6 7 1 2 3 4 5 6 7 8 1 2 3 4 5 6 1 2 3 4 5 6 7 8 1 2 3

NAME OF D/C's DEWAS ( R ) KSHIPRA SIROLIYA BAROTHA DOUBLE CHOWKI SONKATCH ( U ) SONKATCH ( R ) GANDH. PURI PIPALRAWA TONK KHURD TONK KALAN BHOURASA BAGLI KAMALAPUR UDAY NAGAR CHAPDA HATPIPLIYA ( U ) HATPIPLIYA ( R ) KARNAWAD NEORI KANNOD KANTA PHOD SATWAS NEMAWAR KHATEGAON ( U ) KHATEGAON ( R ) SHAJAPUR ( T ) SHAJAPUR-R-I SHAJAPUR-R-II MAXI BERCHHA LAHORI GULANA SALSALAI M.BARODIYA ( S ) M.BARODIYA ( N ) PANWADI SHUJALPUR ( U ) SHUJALPUR ( R ) ARNIYA KALA POCHANER AKODIYA POLAI KALA A.BARODIYA KALAPIPAL NANDANI BHERAWAL KHOKARA KALA

Status

UJJIAN

DEWAS

SONKATCH(O&M)

SONKATCH(U)

Phase-I

TONK KHURD

10

UJJIAN

DEWAS

BAGLI(O&M)

BAGLI

Phase-I

HATPIPLIYA

Phase-I

11

UJJIAN

DEWAS

KANNOD (O&M)

KANNOD

2 12 UJJIAN SHAJAPUR SHAJAPUR(O&M) 1 2

KHATEGAON SHAJAPUR(T) SHAJAPUR ( I)

Phase-I Phase-I

SHAJAPUR (II)

13

UJJIAN

SHAJAPUR

M.BARODIYA (O&M)

M.BARODIYA

14

UJJIAN

SHAJAPUR

SHUJALPUR (O&M)

SHUJALPUR

1 2

2 3

ARNIYA KALA AKODIYA

KALAPIPAL

3 4 5 6 7 8 9 10 11

Phase-I

165

S. No

NAME OF REGION

NAME OF CIRCLE

NAME OF DIVISION

S.N o 2

NAME OF SUBDIVISION ARNIYA KALA

S.N O 3 4 5 6 7 8 9 10 11 1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9 10 11 1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 1 2 3

NAME OF D/C's ARNIYA KALA POCHANER AKODIYA POLAI KALA A.BARODIYA KALAPIPAL NANDANI BHERAWAL KHOKARA KALA AGAR ( U ) AGAR ( R ) BAROD KANAD TANODIYA SUSNER SOYAT NALKHEDA( U ) NALKHEDA ( R ) SIMALAWADA SEMLIYA BILPANK DHOSWAS DHARAD SHIVPUR SAILANA RAOTI DHAMNOD NAMLI BAJANA JAORA ( U ) JAORA ( R ) RINGNOD DHODHAR UPLAI PIPLODA SUKHEDA KALUKHEDA HASANPALIYA ALOTE KHARWA KALAN VIKRAMGARH TAL - I TAL - II HATPIPLIYA MANDSAUR (U) DALODA DHAMNAR

Status

AKODIYA

Phase-I

KALAPIPAL

15

UJJIAN

SHAJAPUR

AGAR (O&M)

AGAR (U )

Phase-I

SUSNER

Phase-I

17

UJJIAN

RATLAM

RATLAM(O&M)

RATLAM

SAILANA

18

UJJIAN

RATLAM

JAORA(O&M)

1 2

JAORA ( U ) JAORA ( R )

Phase-I

PIPLODA

19

UJJIAN

RATLAM

ALOTE (O & M)

ALOTE

TAL

20

UJJIAN

MANDSAUR

MANDSAUR (O&M)

1 2

MANDSAUR(U) DALODA

Phase-I

166

BHAVGARH

167

S. No

NAME OF REGION

NAME OF CIRCLE

NAME OF DIVISION

S.N o

NAME OF SUBDIVISION

S.N O 5 6

NAME OF D/C's KACHNARA SEMLIYA HEERA CHANDRAPURA KHILCHI PURA GUJAR BARDIYA AFJALPUR MULTANPURA MALHARGARH NARAYANGARH BALAGUDA ZARDA PIPLIYA MANDI BUDHA BOTAL GANJ KANGHATTI SANJEET GAROTH ( U ) B.GANGASA BARKHEDA LOYA BOLIYA CHANDWASA DHAMNIYA DEEWAN SHAMGARH BHANPURA SANDHARA BABULDA GANDHI SAGAR BHENSODA MANDI SITAMAU ( U ) SITAMAU ( R ) DEEPAKHEDA KAYAMPUR LADUNA RAHIMGARH RUNIJA SUWASRA NEEMUCH ( U ) NEEMUCH ( R-II ) NEEMUCH ( R-I ) CHITA KHEDA JEERAN HARKIYA KHAL SAWAN JAWAD ATHANA MORWAN S.MAHARAJ NAYA GAON

Status

MANDSAUR (R)

7 8 9 10 11 1 2 3 4

21

UJJIAN

MANDSAUR

MALHARGARH(O& M)

MALHARGARH

PIPLIYA MANDI

22

UJJIAN

MANDSAUR

GAROTH (O&M)

GAROTH

5 6 7 8 9 1 2 3 4 5 6 7

Phase-I

BHANPURA

8 9 10 11 12 1 2 3 4 5 6 7 8 1 2 3 4 5 6 7 1 2 3 4 5

23

UJJIAN

MANDSAUR

SITAMAU (O&M)

SITAMAU

Phase-I

24

UJJIAN

NEEMUCH

NEEMUCH (O&M)

NEEMUCH ( U )

Phase-I

NEEMUCH ( R )

25

UJJIAN

NEEMUCH

JAWAD (O&M)

JAWAD

168

S. No

NAME OF REGION

NAME OF CIRCLE

NAME OF DIVISION

S.N o 2

NAME OF SUBDIVISION RATANGARH

S.N O 6 7 8 9 1 2 3 4 5 6 7 8 9 194

NAME OF D/C's RATANGARH DEEKEN ZANTLA SINGOLI MANASA (TOWN) MANASA (RURAL) BHATKHEDI MAHAGARH ANTRI RAMPURA KUKDESHWER KANJARDA BARLAI

Status

26

UJJIAN

NEEMUCH

MANASA

MANASA

Phase-I

TOTAL

55

169

SCHEDULE V - B.3 DETAILS OF DISTRIBUTION LINES USED IN ADSS PLAN

M.P.P.K.V.V.COMPANY LTD. JABALPUR REGION

INFORMATION REGARDING CIRCLE WISE/DIVISION WISE D/Cs
S. No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 Name Of Region Jabalpur Name Of The Circle Jabalpur City Name Of The Division Jabalpur East Jabalpur West Jabalpur South Name Of The Sub/Dn Name Of D/C Status phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I

Jabalpur O&M

Jbp O&M

Patan

Madhotal

Adhartal

Katangi Katni O&M Katni City Katni Res

Kymore

Sihora

Sihora-I

Sihora-Ii

Mandla

Mandla

Mandla

Garha Pampur Bilhari Purwa Polipather Adhartal(T) Patan-Ii Patan-Ii Shahpura Belkheda Madhotal Chargawan Bheraghat Bargi Adhartal Panagar Panagar(T) Pipariya Kundam Barela Katangi Boriya Katni(City) Niwar Madhonagar Rithi Katni Khirheni Kymore Vijayaraghogarh Badwara Barhi Sihora-T Gosalpur Majhgawan Silondi Majholi Sihora-Rural Sleemnabad Umariya Pan Bohriband Mandla Town Maharajpur(Gvss) Bamni(Gvss) Mohgaon(Gvss) Bijadandi

phase-I

170

S. No 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104

Name Of Region

Name Of The Circle

Name Of The Division

Name Of The Sub/Dn

Name Of D/C Bichhiya Sizora Anjaniya Gaugari(Gvss) Narayanganj Niwari Bamnibanjar Nainpur Chirai Dongri Dindori Shahpur Gadasarai Samnapur Karanjiya Niwas Raipura Shahpura Mahendwani Nara'pur Town Nar'pur Rural Singhpura Dangidhana Gotegaon Town Gotegaon Rural Shrinagar Karekbel g\Gundrai Kareli Town Kareli rural Amgaon Gadarwara-T Sihora Chichli Gadarwara-R Saikheda Salichouka Diobhi Kodiya Barman Seoni(Res) Gopalganj Mongwani Khurai Bandol Badalpur Seoni Town Keolari Kanhiwada Ari Hugli Chapara Kherapalari Chinda Barghat Lakhandon Ghansor

Status

Nainpur

Dindori

Dindori

Shahpura

Narasinghpur

Narasinghpur

Narasinghpu r

phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I phase-I

Gotegaon

Kareli

Gadarwara

Gadarwara-I

GadarwaraIi

Seoni

Seoni

Seoni-Rural

Seoni Town Keolari

Lakhandon

Lakhandon-I

171

S. No

Name Of Region

Name Of The Circle

Name Of The Division

Name Of The Sub/Dn

Name Of D/C

Status

105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 Chhindwara

Chapara

Balaghat

Balaghta Balaghta-T

Baihar

Warseoni

Waraseoni

Katangi

Dhuma Dhanora Adegaon Chapara-I Chapara-Ii Ghaneshganj Kirnapur Rajegaon Balaghat-T Lamta Sarekha-I Sarekha-Ii Mohgaon Bhanegaon Baihar Lanji Waraseoni Sawari Rampayali Lalbarra Aamoli Katangi Tirori Khrelangi Umari Bon Katta Dongarmali Chh'wara City Chh'wara Res

phase-I phase-I phase-I phase-I phase-I phase-I

Chhindwara City Chhindwara O&M

Chh'wara City Chh'wara Res

phase-I phase-I

Sarna Bangaon Pinoraikala Sonakar Meghaseoni Gouraiya Umaranala Rohnakala Linga Mohkhed Bisapurkala Udaigaon Sawari Junnardeo Panara Navegaon Damua Sukhri Tamiya Jhirpa Chindi Kundalikala Parasiya Badkuhi Moredongari

Umaranala

Junnardeo

Jamal

Tamiya

Parasiya Barkuhi

172

S. No 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210

Name Of Region

Name Of The Circle

Name Of The Division

Name Of The Sub/Dn

Name Of D/C Chicklikala Umreth Chouri Kunda Kapurdha Amarwra-I Amarwra-Ii Surlakhapa Singodi Harrai Badkakapa Gogri Chand Panjra Rajna Badchicholi Seoni

Status

Amarwara

Chouri

Amarwara

Chand Pandurana Pandurana East

Pandurana West

Teegaon Nandanwadi Bangaon Marod Dhanora

Pandurana City Sausar Sausar

Pandurana City Pandurana Rural Sausar Mohagaon Ramakona Pandrakhedi Rangari Piplanarayanwar Berdi Paradsinga Lodhikheda Sagar CITY SGAR RES Rahatgarh-T Rahatgarh-R Sihora Jasiongnagar Bhapel Surkhi Naryawali Baheriya Ghana Bamhori Shahpur Karrapur Shahgarh Sagar City Garhakota Town Garhakota East Garhakota West

Bichhu

Sagar

Sagar O&M

Sagar

Sagar-I

phase-I

Sagar-Ii

Banda

Sagar Town Rehli

Garhakota

173

S. No

Name Of Region

Name Of The Circle

Name Of The Division

Name Of The Sub/Dn

Name Of D/C

Status

211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266

Deveri

Bina

Bina

Khurrai

Banda

Banda

Damoh North

Hatta

Patheria

Damo South

Damo Town Domoh(Res)

Chhatarpur

Chhatarpur

Chhatarpur Khajuraho

Bijawar

Panna

Panna

Deveri Town Deveri Rural Maharaj Pur Reheli Town Reheli Rural Kesli Town Kesli Rural Gorjhamer Bina North Bina South Bina Res Agasod Mandibamora Khurrai Town Khurrai Rural Khimlasa Malthone Bandri Banda-T Magardha Banda R Bhadrana Kandwa Behrol Hatta T Futera Banagon Hinota Hatta R Patheria Town Patheria Rural Batiyagarh Nardinggarh Damo Town Banasa Damoh Rural Jabera Bandakpur Hindoriya Nohata Tenduikheda Tejgarh Chhatarpur Town Shattai Khajuraho Town Basari Bamitta Khajuraho Rural Bijwara Badamalhera Gubara Baxwaha Gulganj Panna Town Devendra Nagar Panna Rural

phase-I phase-I

phase-I

phase-I

phase-I

phase-I

phase-I

174

S. No 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320

Name Of Region

Name Of The Circle

Name Of The Division

Name Of The Sub/Dn

Name Of D/C Saleh Ajaygarh Simariya Shahnagar Tikamgarh Town Khargapur Mawai Badgaon Budera Baldevgarh Tikamgarh Rural Jatara Falera Chandera Prithvipur Digoda Mohangarh Jeran Lidhora Niwari Tarichalkala Orchha Ladwari Mouganj Hanumana Devtalab Thenthar Chakgarh Katara Naigarhi Jawa Rewa Town Rewa Rural Simariya Gurh Baikuntpur Manikwar Raipur Kalchurain Mangawan Sirmour Sirmour(Thp) Chrhatau Badrav Govindgarh Engg.College Satna Town Satna Re-I Muktiarganj Tikuraitola Kolgawan Satna Res-Ii Rampur Baghelan Chibora Sidhpura

Status

Tikarmgarh

Tikarmagarh

Tikarmagarh

phase-I

Prithivpur

Jitara

Prithvipur

Niwari

Rewa

Rewa

Rewa North

Mouganj

Thenthar

Rewa South

Rewa Town Rewa Res

phase-I phase-I

Sirmour Rewa O&M (Gvss)

Satna

Satna City

Satna Town

phase-I phase-I

Satna O&M

Satna Rural

175

S. No

Name Of Region

Name Of The Circle

Name Of The Division

Name Of The Sub/Dn

Name Of D/C

Status

321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375

Kolgawan Jaitwara

Maihar O&M

Maihar

Nagod

Sidhi

Sidhi

Sidhi Res

Churhat

Waidhan

Waidhan

Shahdol

Shahdol

Shahdol l

Beahari

Umariya

Umariya

Babupur Jaitwara Koti Kothar Majhgawan Birsinghpur Chitrakut Maihar Town Nadan Uchhera Bihata Ghunwara Maihar Res Nagod Town Singhpura Jasso Nagod Rural Sidhi Town Khaddi Bahar Madwas Kajholi Amila Churahat Rampur Naiken Bagwar Hanumangarh Devsar Niwas Sarai Chitreangi Waidha Morwah Rajmilan Shahdol Town Shahdol Res Singhpur Gohparu Bansagar Jaisinagar Beohari Umariya Town Umariya Rural Chandiya Manpur Barewa(Indrawar) Sgtps Birsinghpur Pali Kareli Anuppur Jaithhari Chachai Budhar Dhanpur Jaithpur

phase-I

phase-I

phase-I

phase-I

phase-I

Birsinhpur Pali

Anuppur

Anuppur

phase-I

Budhar

phase-I

176

S. No 376 377 378 379 TOTAL

Name Of Region

Name Of The Circle

Name Of The Division

Name Of The Sub/Dn Rajendragram

Name Of D/C Rajendragram Amarkantak Bijori Kotma

Status

12

27

37

103

177

TECHNICAL BID AND ANNEXURES

178

ANNEXURE 1.1
Letter of the Technical Bid Dated : To, The Chief Engineer (C&CM) MP Power Transmission Co. Ltd., Block No.3, Shakti Bhawan, Rampur, JABALPUR 482008 (MP) Sub : Technical Bid for selection of Concessionaire for MP Power Net Project. Dear Sir, 1. With reference to your RFP document dated _________, I/We, having examined

the RFP document and understood its contents, hereby submit my/our Technical Bid for the aforesaid project. 2. All information provided in the Bid and in Annexure I to IX is true and correct and

all documents accompanying such Bid are true copies of their respective originals. 3. I/We shall make available to the Nodal Company any additional information it may

find necessary or required to supplement or authenticate the Bidding statement. 4. I/ We acknowledge the right of the Nodal Company to reject our Bid without

assigning any reason or otherwise. 5. I/ We certify that in the last three years, we/ any of the Consortium/ JV Members

have neither failed to perform on any contract, nor imposed any penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award, nor been expelled from any project or contract nor have had any contract terminated for breach on our part. 7. I/ We declare that: (a) I/We have examined and have no reservations to the RFP document, including any Addendum issued by the Nodal Company. (b) I/ We do not have any conflict of interest in accordance with Clause 2.3 of the RFP document; and

179

(c)

I/We have not directly or indirectly or through an agent engaged or indulged in any corrupt, fraudulent, coercive practice, undesirable or restrictive practice, as defined in Clause 4.3 of the RFP document, in respect of any tender or request for Bid issued by or any agreement entered into with the Nodal Company or any other public sector enterprise or any government, Central or State; and

(d)

I/ We hereby certify that we have taken steps to ensure that in conformity with the provisions of Section 4 of the RFP document, no person acting for us or on our behalf has engaged or will engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice.

8.

I/ We understand that you may cancel the Bidding Process at any time without

incurring any liability to the Bidders. 9. I/ We believe that we/ our JV/Consortium satisfies the Technical and Financial

Capacity criteria and meet(s) all the requirements as specified in the RFP document and are/ is qualified to submit a Bid. 10. I/ We declare that we/ any Member of the JV/Consortium are/ is not a Member of

any other JV/Consortium applying for Bid (undertaking is required from each member of JV/Consortium). 11. I/ We certify that in regard to matters other than security and integrity of the

country, we have not been convicted by a Court of Law or indicted or adverse orders passed by a regulatory authority which could cast a doubt on our ability to undertake the Project or which relates to a grave offence that outrages the moral sense of the community. 12. I/ We further certify that in regard to matters relating to security and integrity of

the country, we have not been charge-sheeted by any agency of the Government or convicted by a Court of Law for any offence committed by us or by any of our Associates.

180

13.

I/ We further certify that no investigation by a regulatory authority is pending

either against us or against our Associates or against our CEO or any of our Directors/ Managers/ employees. 14. I/We agree and understand that the Bid is subject to the provisions of the RFP

document. In no case, shall I/we have any claim or right of whatsoever nature if the contract for the Project is not awarded to me/us or our Bid is not opened or rejected. 15. I/We agree to keep this offer valid for 180 (one hundred eighty) days from the BDD

specified in the RFP. 16. A Power of Attorney in favour of the authorized signatory to sign and submit this Bid

and documents is attached herewith in prescribed form. 17. In the event of my/our firm being selected as the Concessionaire, I/we agree to

enter into an Agreement in accordance with the form at ScheduleII of the RFP. We agree not to seek any changes in the aforesaid form and agree to abide by the same. 18. In the event of my/our firm being selected as the Concessionaire, I/we agree and

undertake to develop Optical Fiber Network on DBFOT basis and shall not transfer the business beyond the SPV (constituted by the selected Bidder for the development of MP Power NET Project) to any other entity. 19. I/We have studied RFP and all other documents carefully. We understand that

except to the extent as expressly set forth in the Agreement, we shall have no claim, right or title arising out of any documents or information provided to us by the Nodal Company or in respect of any matter arising out of or concerning or relating to the Selection Process including the award of Project. 20. The Bid Security of Rs 2 Crores in the form of Electronic Transfer (money receipt

to be enclosed) /Demand Draft/BG is attached in accordance with the RFP document. 21. The Financial Bid is being submitted in a separate cover. This Technical Bid read

with the Financial Bid shall constitute the Bid which shall be binding on us.

181

22.

I/ We undertake that in case due to any change in facts or circumstances during

the Bidding Process, we are attracted by the provisions of disqualification in terms of the provisions of this RFP; we shall intimate the Nodal Company of the same immediately. 23. I/ We understand that the selected Bidder has to be an existing Company

incorporated under the Indian Companies Act, 1956. 24. I/ We, hereby irrevocably waive any right or remedy which we may have at any

stage at law or howsoever otherwise arising to challenge or question any decision taken by the Nodal Company in connection with the selection of Bidders, selection of the Bidder, or in connection with the selection/ Bidding Process itself, in respect of the above mentioned Project and the terms and implementation thereof. 25. I/ We agree and undertake to abide by all the terms and conditions of the RFP

document. In witness thereof, I/ we submit this Bid under and in accordance with the terms of the RFP document. Yours faithfully,

Date: Place:

(Signature, name and designation of the Authorized Signatory) Name and seal of the Bidder/ Lead Member

182

ANNEXURE- 1.2
Details of Bidder 1. (a) (b) (c) Name Country of Incorporation : : _____________________________ _____________________________ _____________________________

Address of the Corporate : Headquarters and its branch Office(s), If any, in India Date of incorporation and/or : Commencement of business

(d) 2.

_____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Brief description of the Company : including details of its main lines of business and proposed role and responsibilities in this Project. Details of individual(s) who will serve: as the point of contact/communication for the Nodal Company. (a) (b) (c) (d) (e) (f) (g) Name Designation Company Address Telephone Number E-mail Address Fax Number : : : : : : : : : : : : : :

3.

_____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

4.

Particulars of the Authorised Signatory of the Bidder. (a) (b) (c) (d) (e) (f) Name Designation Address Phone Number Fax Number E-mail address

_____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

183

5.

In case of a JV/Consortium:
(a) (b) (c) The information above (1-4) should be provided for all the Members of the JV/Consortium. A copy of the Jt. Bidding Agreement should be attached to the Bid. Information regarding role of each Member should be provided as per table below : Name of Member Role Percentage of equity in the JV/Consortium

Sl.No.

1. 2. 3. (d) The following information shall also be provided for each Member of the JV/Consortium:

Name of Bidder/ member of JV/Consortium: No. 1. Criteria Has the Bidder/ constituent of the JV/Consortium been barred by the State Government, or any entity controlled by it, from participating in any project (BOT or otherwise). If the answer to 1 is yes, does the bar subsist as on the date of Bid. Yes No

2.

6.

A statement by the Bidder and each of the Members of its JV/Consortium (where applicable) disclosing material non-performance or contractual non-compliance in past projects, contractual disputes and litigation/ arbitration in the recent past is given below (Attach extra sheets, if necessary):

Date: Place:

(Signature, Name and Designation of the Authorised Signatory) Name and Seal of the Bidder/Lead Member

184

ANNEXURE- 1.3
TECHNICAL CAPACITY OF BIDDER (A) Abstract of Projects of Bidder@ [Refer Clause 2.1.2]
Estimated Capital Name Project Type Cost of of (Infrastructure/ Project Project Telecom/OPGW (in R Crores) Whether Project is on DBFOT or Date of other similar Completion basis/Telecom of the Project. Project (Mention Specifically)

Sr. No.

Date of Commencement of Project

1 2 3 4 5 6 7 8 9 10 11 12 @

In case of JV/Consortium enclose separate sheet for each JV/Consortium member having a minimum of 26% equity during the entire year for which Project is being claimed. Details regarding Project experience of manufacturing/ installing/ commissioning of OPGW cable in live line condition on 132 kV or higher capacity EHV transmission lines. Details regarding Experience of laying Optical fibers for Telecom Project or Experience of selling Telecom network solutions/Optical Fibers/ capacity to service providers in the last two years. Details regarding Project experience of Installation and Commissioning of ADSS Cable on Live Line. Copy of valid telecom license/permission/clearance from the concerned Licensing Authority.
(Signature, Name and Designation of the Authorised Signatory) Name and Seal of the Bidder/Lead Member

(B)*

(C)* (D)* (E)

Date : Place :

Use Separate Sheet to furnish the details of for (B), (C) and (D).

185

ANNEXURE- 1.4 Financial Capacity of the Bidder [Refer to Clauses 2.1.3]

(In Rs. crores) Turn Over Bidder type$ 2008-09 2009-10 2010-11 At the close of preceding Financial Year 5 Net Worth

1 Single entity Bidder JV/Consortium Member 1 JV/Consortium Member 2 JV/Consortium Member 3 TOTAL

Name and address of Bidders Bankers: $ A Bidder consisting of a single entity should fill in details as per the row titled Single entity Bidder and ignore the rows titled JV/Consortium Members. In case of a JV/Consortium, row titled Single entity Bidder may be ignored.

186

Instructions: 1. The Bidder/its constituent JV/Consortium Members shall attach copies of the balance sheets, financial statements and Annual Reports for 3 (three) years (2008-09,2009-10 & 2010-11). The financial statements shall : (a) (b) Reflect the financial situation of the Bidders. Be audited by a statutory auditor. In the event that the Bidder does not have a statutory auditor, it shall provide the requisite certificate(s) from the firm of Chartered Accountants that ordinarily audits the annual accounts of the Bidder; be complete, including all notes to the financial statements; and Correspond to accounting periods already completed and audited (no statements for partial periods shall be requested or accepted).

(c) (d) 2.

In the case of a JV/Consortium, a copy of the Jt. Bidding Agreement shall be submitted in accordance with the RFP document.

3.

The Bidder shall also provide the name and address of the Bankers to the Bidder.

4.

The Bidder shall provide an Auditors Certificate specifying the net worth of the Bidder.

Date : Place :

(Signature, Name and Designation of the Authorised Signatory) Name and Seal of the Bidder/Lead Member

ANNEXURE- 1.5 Details of Projects

(Refer to Clauses 2.1.2 of the RFP)

Item (1) Title and nature of the project Entity for which the project was constructed/ developed Location Project cost Date of commencement of project/ Contract Date of completion/ commissioning Equity shareholding (with period during which equity was held) Instructions: 1.

Particulars of the Project (2)

Bidders are expected to provide information in respect of Projects in this Annexure. The projects cited must comply with the eligibility criteria specified in Clause 2.1.2 of the RFP.

2.
Date: Place:

A separate sheet should be filled for each Project.

(Signature, Name and Designation of the Authorised Signatory) Name and Seal of the Bidder/Lead Member

188

ANNEXURE- 1.6
Appointment of Lead Member/ representative of Consortium (To be forwarded on the letterhead of the Bidder/ Lead Member of JV/Consortium) Ref. Date: To, The Chief Engineer (C&CM) MP Power Transmission Company Ltd., Shakti Bhawan, Rampur, Jabalpur-482008, (MP) Dear Sir, We hereby confirm that we/ our members in the JV/Consortium (constitution of which has been described in the Bid) satisfy the terms and conditions laid out in the RFP document. We have agreed that (Insert members name) will act as the Lead Member of our JV/Consortium. * We have agreed that .. (Insert individuals name) will act as our representative/ will act as the representative of the JV/Consortium on its behalf* and has been duly authorized to submit the RFP. Further, the authorised signatory is vested with requisite powers to furnish such letter and authenticate the same. Thanking you, Yours faithfully, (Signature, name and designation of the Authorised Signatory) For and on behalf of.. *Please strike out whichever is not applicable.

189

ANNEXURE- 1.7
PROJECT METHODOLOGY, PLAN AND TIME FRAME *

*
(a) (b)

The Bidder should specify:Tentative route length and name of the line for utilization of network for laying of OPGW Cable, for MPPTCL, Tentative route length for utilization of network for laying of ADSS Cable For respective DISCOM(s), (i) MP Poorva KVVCL, (ii) MP Madhya KVVCL, (iii) MP Paschim KVVCL. (c) (d) (e) (f) Estimated project cost, Methodology, Work Plan and Time frame, Any other details that Bidder considers necessary to submit.

(Signature, name and designation of the Authorised Signatory) For and on behalf of..

190

ANNEXURE- 1.8
Deviations/Exceptions to the RFP Document The following are the only deviations in our Bid Proposal from RFP Documents issued by the Nodal Company, for Selection of Concessionaire for OPGW Project. We confirm that, except the following, we agree to all the terms and conditions of the above RFP Documents.

RFP Document

Section/Clause No.

Deviations Proposed

(Authorised Signatory) ..

Date

..

Place

(Please enter the name & address of the Bidder here) Note: 1. Even in case of no deviations, please submit this schedule duly filled in.

2. Bidders are required to indicate deviations/exceptions to RFP documents in this Annexure only. Further, Nodal Company would not take cognizance to any deviations/exceptions, other than those indicated in the above table.

191

ANNEXURE- 2
Power of Attorney for signing of Bid

Know all men by these presents, We.. (name of the firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint of and authorise Mr./ Ms (name), and residing at son/daughter/wife presently

., who is presently employed with us/ the Lead Member of our JV/Consortium and holding the position of . , as our true and lawful attorney (hereinafter referred to as the Attorney) to do in our name and on our behalf, all such acts, deeds and things as are necessary or required in connection with or incidental to submission of our Bid for the Selection of Concessionaire for MP Power Net Project proposed by the MP POWER TRANSMISSION COMPANY Ltd. (the MPPTCL), a fully owned company of the Government of Madhya Pradesh State, acting in its capacity as the State Transmission Utility and acting as Nodal Company for MP Power net Project, including but not limited to: i) signing and submission of Bids and other documents, participate in pre-Bid and other conferences and providing information/ responses to the Nodal Company, ii) representing us in all matters before the Nodal Company, iii) signing and execution of all contracts including the Concession Agreement and undertakings consequent to acceptance of our bid, and iv) Generally dealing with the Nodal Company in all matters in connection with or relating to or arising out of our bid for the said Project and/ or upon award thereof to us and/or till entering into the Concession Agreement with the Nodal Company. AND, we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things lawfully done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us.

192

IN WITNESS WHEREOF WE, ., THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS DAY OF ., 2.. For .. (Signature, name, designation and address) Witnesses : 1. 2. Accepted (Signature) (Name, Title and Address of the Attorney) Notes: The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure. Also, wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder. (Notarised)

Date: Signatory) Place:

(Signature, Name and Designation of the Authorised Name and Seal of the Bidder/Lead Member

193

ANNEXURE- 3
Power of Attorney for Lead Members of JV/Consortium [Refer Clause 2.18.3]

Whereas the MP POWER TRANSMISSION COMPANY LTD. (the MPPTCL), a fully owned company of the Government of Madhya Pradesh acting in its capacity as the State Transmission Utility (the Nodal Company) has invited Bids from interested parties for the development of MP Power NET Project (the Project)

Whereas,

..,

..

..

and

.. (collectively the JV/Consortium) being Members of the JV/Consortium are interested in bidding for the Project in accordance with the terms and conditions of the Request for Proposal (RFP) and other connected documents in respect of the Project, and

Whereas, it is necessary for the Members of the JV/Consortium to designate one of them as the Lead Member with all necessary power and authority to do for and on behalf of the JV/Consortium, all acts, deeds and things as may be necessary in connection with the JVs/ Consortiums bid for the Project and its execution.

NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS We, .., having our registered office at .., M/s. .., having our registered office at .., M/s. .., having our registered office at .., and .., having our registered office at .., (hereinafter collectively referred to as the Principals) do hereby irrevocably designate, nominate, constitute, appoint and authorise M/s. .., having its registered office at .., being one of the Members of the JV/Consortium, as the Lead Member and true and lawful attorney of the JV/Consortium (hereinafter referred to as the Attorney). We hereby irrevocably authorise the Attorney (with power to sub-delegate) to conduct all business for and on behalf of the JV/Consortium and any one of us during the bidding process and, in the event the JV/Consortium is awarded the contract, during the execution of the Project and in this regard, to do on our behalf and on behalf of the JV/Consortium, all

194

or any of such acts, deeds or things as are necessary or required for submission of its bid for the Project, including but not limited to signing of Bid and other documents and writings, participate in pre-Bid and other conferences, respond to queries, submit information/ documents, sign and execute contracts and undertakings consequent to acceptance of bid of the JV/Consortium and generally to represent the JV/Consortium in all its dealings with the Nodal Company, and/ or any other Government Agency or any person, in all matters in connection with or relating to or arising out of the Consortiums/JVs bid for the Project and/ or upon award thereof till the Concession Agreement is entered into with the Nodal Company. AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things lawfully done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us/ JV/Consortium. IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS . DAY OF . 2.. For .. (Signature) ....................... (Name & Title)

For .. (Signature) ... (Name & Title) For .. (Signature) ... (Name & Title) (Name & Title) Witnesses: 1 2. (Executants) (To be executed by all the Members of the JV/Consortium)

195

Notes: The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure. Also, wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder. For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Bidders from countries that have signed the Hague Legislation Convention 1961 are not required to be legalised by the Indian Embassy if it carries a conforming Appostille certificate.

196

FINANCIAL BID

197

ANNEXURE- 4
FINANCIAL BID Form-1 Covering Letter (On Bidders letter head) (Date and Reference) To, ------------------------------------------------------------------------Dear Sir, Sub:Financial Bid for selection of Optical Fiber Infrastructure Provider (Concessionaire) for MP Power NET Project.

I/We, _______________ (Bidders name) herewith enclose the Financial Bid for selection of my/our firm as Concessionaire for above. I/We agree that this offer shall remain valid for a period of 180 (one hundred eighty) days from the Bid Due Date or such further period as may be mutually agreed upon. We understand that evaluation of Financial Bid shall be carried out in accordance with the Clause 3.2 and other stipulations made in RFP Document. We undertake to make payment of charges in accordance with Bidding Document after issuance of Letter of Award by Nodal Agency. Yours faithfully,

(Signature, name and designation of the authorized signatory)

Note: 1. The Financial Projections are to be submitted strictly as per Form-2 of the
RFP document. 2. The Bidders are required to submit Financial Bid (Form-1 & Form-2, of Annexure-4) in sealed envelope super scribed as `Financial Bid for selection of Concessionaire for MP Power NET Project.

198

ANNEXURE -4
FORM-2

Schedule for Projected Revenue For Calculating Minimum Assured Variable Revenue (MAVR)
[A] Bidding parameter for Variable Component of Revenue in Percentage (%) of Projected Gross Revenue ( >0%) , which would be shared by the Bidder in addition to Fixed component, [P]= -------% [B] Bidding parameter for Projected Gross Revenue (column 4 ) in Table below
Sl.No. 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Year 2 1 2 3
st nd rd

Fixed component of Revenue share in Rs. Crs 3

Projected Gross Revenue (Proposed by Bidder) in Rs. Crs 4

Variable component of Revenue Share in Rs. Crs 5= ( [P] x 4)

Total Revenue Share in Rs. Crs 6= (3+5)

4th 5 6 8
th th

7th
th

9th 10 12 14 15
th

11th
th

13th
th th

Total NPV

0.00 0.00 0.00 0.00 5.00 10.00 15.00 15.00 10.00 10.00 8.00 7.00 6.00 5.00 2.90 93.90 40.32
NPV calculated @ 10% (SBI Base Rate) for 15 years

199

ANNEXURE - 5 Bank Guarantee for Bid Security B.G. No. Dated: 1. In consideration of you, the Madhya Pradesh Power Transmission Company Ltd., having its office at Shakti Bhawan, Rampur, Jabalpur 482008, Madhya Pradesh, (hereinafter referred to as the Nodal Company which expression shall unless it be repugnant to the subject or context thereof include its, successors and assigns) having agreed to receive the Bid of (a Company registered under Companies Act, 1956) and having its registered office at (and acting on behalf of its Consortium) (hereinafter referred to as the Bidder which expression shall unless it be repugnant to the subject or context thereof include its/their executors administrators, successors and assigns), for the development of M.P. Power Net Project on DBFOT basis (hereinafter referred to as the Project) pursuant to the RFP Document dated issued in respect of the Project and other related documents including without limitation the draft Concession agreement (hereinafter collectively referred to as Bidding Documents), we (Name of the Bank) having our registered office at .. and one of its branches at (hereinafter referred to as the Bank), at the request of the Bidder, do hereby in terms of Clause 2.15 of the RFP Document, irrevocably, unconditionally and without reservation guarantee the due and faithful fulfilment and compliance of the terms and conditions of the Bidding Documents (including the RFP Document) by the said Bidder and unconditionally and irrevocably undertake to pay forthwith to the Nodal Company an amount of Rs. 2,00,00,000 (Rupees two crore only) (hereinafter referred to as the Guarantee) as our primary obligation without any demur, reservation, recourse, contest or protest and without reference to the Bidder if the Bidder shall fail to fulfil or comply with all or any of the terms and conditions contained in the said Bidding Documents.

2. Any such written demand made by the Nodal Company stating that the Bidder is in default of the due and faithful fulfilment and compliance with the terms and conditions contained in the Bidding Documents shall be final, conclusive and binding on the Bank. 200

3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and payable under this Guarantee without any demur, reservation, recourse, contest or protest and without any reference to the Bidder or any other person and irrespective of whether the claim of the Nodal Company is disputed by the Bidder or not, merely on the first demand from the Nodal Company stating that the amount claimed is due to the Authority by reason of failure of the Bidder to fulfil and comply with the terms and conditions contained in the Bidding Documents including failure of the said Bidder to keep its Bid open during the Bid validity period as set forth in the said Bidding Documents for any reason whatsoever. Any such demand made on the Bank shall be conclusive as regards amount due and payable by the Bank under this Guarantee. However, our liability under this Guarantee shall be restricted to an amount not exceeding Rs. 2,00,00,000 (Rupees two crore only).

4. This Guarantee shall be irrevocable and remain in full force for a period of 180 (one hundred and eighty) days from the Bid Due Date inclusive of a claim period of 60 (sixty) days or for such extended period as may be mutually agreed between the Nodal Company and the Bidder, and agreed to by the Bank, and shall continue to be enforceable till all amounts under this Guarantee have been paid.

5. We, the Bank, further agree that the Nodal Company shall be the sole judge to decide as to whether the Bidder is in default of due and faithful fulfilment and compliance with the terms and conditions contained in the Bidding Documents including, inter alia, the failure of the Bidder to keep its Bid open during the Bid validity period set forth in the said Bidding Documents, and the decision of the Nodal Company that the Bidder is in default as aforesaid shall be final and binding on us, notwithstanding any differences between the Nodal Company and the Bidder or any dispute pending before any Court, Tribunal, Arbitrator or any other Authority.

6. The Guarantee shall not be affected by any change in the constitution or winding up of the Bidder or the Bank or any absorption, merger or amalgamation of the Bidder or the Bank with any other person.

201

7. In order to give full effect to this Guarantee, the Nodal Company shall be entitled to treat the Bank as the principal debtor. The Nodal Company shall have the fullest liberty without affecting in any way the liability of the Bank under this Guarantee from time to time to vary any of the terms and conditions contained in the said Bidding Documents or to extend time for submission of the Bids or the Bid validity period or the period for conveying acceptance of Letter of Award by the Bidder or the period for fulfilment and compliance with all or any of the terms and conditions contained in the said Bidding Documents by the said Bidder or to postpone for any time and from time to time any of the powers exercisable by it against the said Bidder and either to enforce or forbear from enforcing any of the terms and conditions contained in the said Bidding Documents or the securities available to the Nodal Company, and the Bank shall not be released from its liability under these presents by any exercise by the Nodal Company of the liberty with reference to the matters aforesaid or by reason of time being given to the said Bidder or any other forbearance, act or omission on the part of the Nodal Company or any indulgence by the Nodal Company to the said Bidder or by any change in the constitution of the Nodal Company or its absorption, merger or amalgamation with any other person or any other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of releasing the Bank from its such liability.

8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given or made if addressed to the Bank and sent by courier or by registered mail to the Bank at the address set forth herein.

9. We undertake to make the payment on receipt of your notice of claim on us addressed to [name of Bank along with branch address] and delivered at our above branch who shall be deemed to have been duly authorised to receive the said notice of claim.

10. It shall not be necessary for the Nodal Company to proceed against the said Bidder before proceeding against the Bank and the guarantee herein contained shall be enforceable against the Bank, notwithstanding any other security which the Nodal Company may have obtained from the said Bidder or any other person and which shall, 202

at the time when proceedings are taken against the Bank hereunder, be outstanding or unrealised.

11. We, the Bank, further undertake not to revoke this Guarantee during its currency except with the previous express consent of the Nodal Company in writing.

12. The Bank declares that it has power to issue this Guarantee and discharge the obligations contemplated herein, the undersigned is duly authorised and has full power to execute this Guarantee for and on behalf of the Bank.

13. For the avoidance of doubt, the Banks liability under this Guarantee shall be restricted to Rs. 2,00,00,000 crore (Rupees three crore only). The Bank shall be liable to pay the said amount or any part thereof only if the Authority serves a written claim on the Bank in accordance with paragraph 9 hereof, on or before [*** (indicate date falling 180 days after the Bid Due Date)].

Signed and Delivered by .. Bank By the hand of Mr./Ms ., its. and authorised official.

(Signature of the Authorised Signatory) (Official Seal)

203

ANNEXURE-5 A Joint Bidding Agreement

(Refer Clause.)

(To be executed o n Stamp paper of appropriate value)

THIS JOINT BIDDING AGREEMENT is entered into on this the day of 20 AMONGST 1. { Limited, a company incorporated under the Companies Act, 1956} and having its registered office at (hereinafter referred to as the First Part which expression shall, unless repugnant to the context include its successors and permitted assigns) AND 2. { Limited, a company incorporated under the Companies Act, 1956} and having its registered office at (hereinafter referred to as the Second Part which expression shall, unless repugnant to the context include its successors and permitted assigns) AND 3. { Limited, a company incorporated under the Companies Act, 1956 and having its registered office at (hereinafter referred to as the Third Part which expression shall, unless repugnant to the context include its successors and permitted assigns)} AND The above mentioned parties of the FIRST, SECOND, and THIRD PART are collectively referred to as the Parties and each is individually referred to as a Party WHEREAS, (A) MADHYA PRADESH POWER TRANSMISSION COMPANY LTD., having its principal office at Block No.2, Shakti Bhawan, Rampur, Jabalpur 482008 (hereinafter referred to as the Nodal Company which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) has invited proposals by its Request for
204

Proposal No. dated (the RFP) for selection of Concessionaire for development of M.P. Power Net Project. (B) The Parties are interested in jointly bidding for the Project as members of a Consortium and in accordance with the terms and conditions of the RFP document in respect of the Project, and (C) It is a necessary condition under the RFP document that the members of the Consortium shall enter into a Joint Bidding Agreement and furnish a copy thereof with the Application.

NOW IT IS HEREBY AGREED as follows: 1. Definitions and Interpretations In this Agreement, the capitalised terms shall, unless the context otherwise requires, have the meaning ascribed thereto under the RFP. 2. Consortium 2.1 The Parties do hereby irrevocably constitute a consortium (the Consortium) for the purposes of jointly participating in the Bidding Process for the Project. 2.2 The Parties hereby undertake to participate in the Bidding Process only through this Consortium and not individually and/ or through any other consortium constituted for this Project, either directly or indirectly or through any of their Associates. 3. Covenants The Parties hereby undertake that in the event the Consortium is declared the selected Bidder and awarded the Project, it shall incorporate a special purpose vehicle (the SPV) under the Indian Companies Act 1956 for performing all its obligations as the Concessionaire in terms of the Concession Agreement for the Project. 4. Role of the Parties The Parties hereby undertake to perform the roles and responsibilities as described below:
205

(a) Party of the First Part shall be the Lead member of the Consortium and shall have the power of attorney from all Parties for conducting all business for and on behalf of the Consortium during the Bidding Process and until the Appointed Date under the Agreement when all the obligations of the SPV shall become effective and shall be responsible for .; (b) Party of the Second Part shall be responsible for and (c) Party of the Third Part shall be responsible for ... 5. Joint and Several Liabilities The Parties do hereby undertake to be jointly and severally responsible for all obligations and liabilities relating to the Project and in accordance with the terms of the RFP and the Agreement, till the expiration/termination of the Agreement. 6. Shareholding in the SPV 6.1 The Parties agree that the proportion of shareholding among the Parties in the SPV shall be as follows: First Party: {Having majority stake in equity share holding (Paid up & subscribed)} at all times till the expiration of the Agreement. Second Party: Third Party: 6.2 The Parties undertake that a minimum of 26% (twenty six per cent) of the subscribed and paid up equity share capital of the SPV shall, at all times till the expiration of the Agreement, be held by the Parties whose experience and Networth have been reckoned for the purposes of qualification and short-listing of Applicants for the Project in terms of the RFP. 6.3 The Parties undertake that each of the Parties specified in Clause 6.2 above shall, at all times between the commercial operation date of the Project and the expiration of the Agreement thereof, hold subscribed and paid up equity share capital of SPV equivalent to at least 26% (five per cent) of the Total Project Cost. 6.4 The Parties undertake that Lead Member shall hold majority stake of the subscribed and paid up equity share capital of the SPV at all times until the expiration of the Agreement.
206

6.5 The Parties undertake that they shall comply with all equity lock-in requirements set forth in the Concession Agreement. 7. Representation of the Parties Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorised by all necessary and appropriate corporate or governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) require any consent or approval not already obtained; (ii) violate any Applicable Law presently in effect and having applicability to it; (iii) violate the memorandum and articles of association, by-laws or other applicable organisational documents thereof; (iv) violate any clearance, permit, concession, grant, license or other governmental authorisation, approval, judgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;
207

(c) this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. 8. Termination This Agreement shall be effective from the date hereof and shall continue in full force and effect until the Financial Close of the Project is achieved under and in accordance with the Transmission Agreement, in case the Project is awarded to the Consortium. However, in case the Consortium is either not pre-qualified for the Project or does not get selected for award of the Project, the Agreement will stand terminated in case the Applicant is not pre-qualified or upon return of the Bid Security by the Authority to the Bidder, as the case may be. 9. Miscellaneous 9.1 This Joint Bidding Agreement shall be governed by laws of {India}. 9.2 The Parties acknowledge and accept that this Agreement shall not be amended by the Parties without the prior written consent of the Authority.

208

ANNEXURE-6

(See Clause 2.30)

PERFORMANCE SECURITY
Madhya Pradesh Power Transmission Co. Ltd. State Transmission Utility State of Madhya Pradesh WHEREAS: (A) ..,.................(the "Concessionaire") and the State Transmission Utility ("Nodal Company") have entered into a Concession Agreement dated...............(the "Agreement") whereby the Nodal Company has agreed to the Concessionaire undertaking the development of M.P. Power Net Project in the State of Madhya Pradesh on design, build, finance, operate and transfer ("DBFOT") basis, subject to and in accordance with the provisions of the Agreement. (B) The Agreement requires the Concessionaire to furnish a Performance Security to the Nodal Company in a sum of Rs. 12.50 cr. (Rupees twelve crore & fifty lakh) (the "Guarantee Amount") as security for due and faithful performance of its obligations, under and in accordance with the Agreement, during the entire Concession Period (as defined in the Agreement). (C) We,.............,..........,.., through our Branch at......................(the "Bank") have agreed to furnish this Bank Guarantee by way of Performance Security. NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and affirms as follows: 1. The Bank hereby unconditionally and. irrevocably guarantees the due and faithful performance of the Concessionaire's obligations during the entire Concession Period, under and in accordance with the Agreement, and agrees and undertakes to pay to the Nodal Company, upon its mere first written demand, and without any demur, reservation, recourse, contest or protest, and without any reference to the Concessionaire, such sum or sums upto an aggregate sum of the Guarantee Amount as the Nodal Company shall claim, without the Nodal Company being required to prove or to show grounds or reasons for its demand and/or for the sum specified therein. 2. A letter from the Nodal Company, under the hand of an Officer not below the rank of a superintending Engineer or equivalent, that the Concessionaire has committed default in the due and faithful performance of all or any of its obligations under and in accordance with the Agreement shall be conclusive, final and binding on the Bank. The Bank further agrees that the Nodal Company shall be the sole judge as to whether the Concessionaire is in default in due and
209

faithful performance of its obligations during the Concession Period under the Agreement and its decision that the Concessionaire is in default shall be final, and binding on the Bank, notwithstanding any differences between the Nodal Company and the Concessionaire, or any dispute between them pending before any court, tribunal, arbitrators or any other authority or body, or by the discharge of the Concessionaire for any reason whatsoever. 3. In order to give effect to this Guarantee, the Nodal Company shall be entitled to act as if the Bank were the principal debtor and any change in. the constitution of the Concessionaire and/or the Bank, whether by their absorption with any other body or corporation or otherwise, shall not in any way or manner affect the liability or obligation of the Bank under this Guarantee. 4. It shall not be necessary, and the Bank hereby waives any necessity, for the Nodal Company to proceed against the Concessionaire before presenting to the Bank its demand under this Guarantee. 5. The Nodal Company shall have the liberty, without affecting in any manner the liability of the Bank under this Guarantee, to vary at any time, the terms and conditions of the Agreement or to extend the time or period for the compliance with, fulfilment and/or performance of all or any of the obligations of the Concessionaire contained in the Agreement or to postpone for any time, and from time to time, any of the rights and powers exercisable by the Nodal Company against the Concessionaire, and either to enforce or forbear from enforcing any of the terms and conditions contained in the Agreement and/or the securities available to the Nodal Company, and the Bank shall not be released from its liability and obligation under these presents by any exercise by the Nodal Company of the liberty with reference to the matters aforesaid or by reason of time being given to the Concessionaire or any other forbearance, indulgence, act or omission on the part of the Nodal Company or of any other matter or thing whatsoever which under any law relating to sureties and guarantors would but for this provision have the effect of releasing the Bank from its liability and obligation under this Guarantee and the Bank hereby waives all of its rights under any such law. 6. This Guarantee is in addition to and not in substitution of any other guarantee or security now or which may hereafter be held by the Nodal Company in respect of or relating to the Agreement or for the fulfilment, compliance and/or performance of all or any of the obligations of the Concessionaire under the Agreement. 7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this Guarantee is restricted to the Guarantee Amount and this Guarantee will remain in force for the period specified in paragraph 8 below and unless a demand or claim in writing is made by the Nodal Company on the Bank under this Guarantee, no later than 6 (six) months from the date of expiry of this
210

Guarantee, all rights of the Nodal Company under this Guarantee shall be forfeited and the Bank shall be relieved from its liabilities hereunder, 8. The Bank undertakes not to revoke this Guarantee during its currency, except with the previous express consent of the Nodal Company in writing, and declares and warrants that it has the power to issue this Guarantee and the undersigned has full powers to do so on behalf of the Bank. 9. Any notice by way of request, demand or otherwise hereunder may be sent by post addressed to the Bank at its above referred Branch, which shall be deemed to have been duly authorised to receive such notice and to effect payment thereof forthwith, and if sent by post it shall be deemed to have been given at the time when it ought to have been delivered in due course of post and in proving such notice, when given by post, it shall be sufficient to prove that the envelope containing the notice was posted and a certificate signed by an officer of the Nodal Company that the envelope was so posted shall be conclusive. 11. This Guarantee shall come into force with immediate effect and shall, remain in force and effect for a entire period of the Agreement from the date hereof or until it is released earlier by the Nodal Company pursuant to the provisions of the Agreement.

Signed and sealed thisday of., 20,.... at

SIGNED, SEALED AND DELIVERED For and on behalf of the BANK by: 21 (Signature) (Name) (Designation) (Code Number) (Address) NOTES: (i) The bank guarantee should contain the name, designation and code number of the officer(s) signing the guarantee. (ii) The address, telephone number and other details of the Head Office of the Bank as well as Branch, well as of issuing Branch should be mentioned on the covering letter of issuing
211

ANNEXURE- 7
TECHNICAL QUESTIONNAIRE Bidders may please note the following:a. b. Submission of this Technical Questionnaire with the Bid is a must. Nonsubmission of this document duly filled in will make the Bid non-responsive. It may be noted by the Bidders that all replies should be clear and affirmative without any confusion and without mentioning that the cross reference may be made to the bid document submitted by the Bidder. To clarify, the details furnished in this questionnaire should be clear and complete in itself. Bidders have to be careful in furnishing all details clearly in this questionnaire. It may be noted that no column should be left blank.

c.

Points to be replied in respect of clauses under Section-2 Instructions to Bidders: S.No. Particulars To be filled-in by the Bidders.

Please refer clause 2.1.2 and confirm that you comply the following requirements mentioned under this clause:(a) That you have a valid Telecom License/ permission/ clearance from the concerned Licensing Authority. Please confirm that you have submitted copy of necessary document in support of (a) above. Please refer clause 2.1.2 Technical Capacity and confirm that the conditions mentioned therein regarding Bid requirement have been noted. Please also confirm that you are an eligible bidder under this clause and necessary documentation to this effect has been submitted as per prescribed formats. Please refer clause 2.1.2 regarding successful completion of infrastructure/ telecom/ optical fiber projects and confirm that the conditions mentioned therein have been noted. Please confirm that you are an eligible bidder under this clause and necessary documentation to this effect has been submitted as per prescribed formats. Please refer clause 2.1.2 regarding eligible experience in the capacity of JV/Consortium and confirm that you have the minimum 26% equity in the JV/consortium. Please confirm that you are an eligible bidder under this clause and necessary documentation to this effect has been given.

212

Please refer clause 2.1.3 Financial Capacity and confirm that requirement mentioned therein in regard to minimum net worth and annual turnover have been carefully noted. Please confirm that you are an eligible bidder under this clause and necessary documentation to this effect has been submitted in the prescribed format. Please refer clause 2.6 and confirm that the audited annual reports for the financial years 2008-09, 2009-10 & 2010-11 have been submitted. Please refer clause 2.2 and confirm that you have carefully noted the following conditions for participation as JV/ Consortium (i) (ii) That number of members in Bidding JV/ Consortium shall not exceed three. Lead Member of the bidding JV/Consortium shall have majority stake in equity share holding (paid up and subscribed) in the Bidding JV/ Consortium.

Please also confirm that Information required for each member of bidding JV/Consortium has been submitted. (ii) Brief description of the roles and responsibility of individual members have been furnished. Please refer clause 2.3 regarding Conflict of interest and confirm that you have noted the conditionalities mentioned under this clause. Please confirm that the Other Conditions for Eligibility under the clause 2.1.4 have been carefully noted. Please refer clause 2.12 and confirm that you have noted the conditions for right of the Nodal Company to accept or reject any or all Bids. Please refer clause 2.15 and confirm that you have noted the conditions and submitted Bid Security. Please confirm that you have noted the methodology of signing the Bid mentioned under the clause 2.17. Also please confirm that bid in three copies (1+2) have been submitted. Please refer clause 2.18 and confirm that the documents indicated therein have been submitted. Please refer clause 2.18 and confirm that you have noted the methodology of Sealing and Marking of Bids. Please refer clause 2.20 and confirm that you have noted that the Late Bids shall not be considered. Please refer clause 2.24 and confirm that you have noted the conditions of responsiveness mentioned under this clause. Please refer clause 2.27 and confirm that you have noted the conditions for execution of Concession Agreement. (i)

9 10

11 12

13 14 15 16

17

213

18

19

20 21 22 23

Please refer Clause 2.28 and confirm that you have noted the requirement of achieving Financial Closure and other relevant condition. Please refer clause 2.30 and confirm that you have noted the conditions regarding submission Performance Security/ Guarantee for the project. Please refer clause 2.31 and confirm that you have noted the conditions regarding Liquidated Damages. Please refer clause 2.32 and confirm that you have noted the Default conditions in performance by the Bidder. Please refer clause 2.32.2.1 and confirm that you have noted the conditions for occurrence of Default during Rollout period. Please refer clause 2.32.2.1 and confirm that you have noted the conditions for occurrence of Default during Operations (Post Rollout) period.

Points to be replied in respect of clauses under Section-3 Criteria for Evaluation: 24 Please refer clause 3.1 and 3.2 Evaluation Criteria and confirm that you have noted the condition the basis of Evaluation Criteria mentioned under this clause.

Points to be replied in respect of clauses under Sections - 1, 4, 5 & 6 of RFP Document : 25 Please confirm that all requirements as per SCHEDULE-I SCOPE OF WORK of RFP document have been carefully noted by you. Please confirm that SCHEDULE-I (A) Technical specifications for OPGW and ADSS Cables of RFP document have been carefully noted by you Please confirm that all requirements as indicated in Section-1 of this RFP document have been carefully noted by you. Please confirm that in compliance of the Clause 1.2.2, the validity of the Bid is not less than 180 days from the Due Date. Please refer Clause 1.2.3. and confirm that you have noted the conditions regarding formation of SPV by successful bidder mentioned under this Clause. Please refer Section 4 Fraud and Corrupt Practices and confirm that you have noted the conditions mentioned under this Section. Please confirm that you have noted the requirements of attending pre-Bid conference mentioned under Section 5 of this RFP document. Please confirm that you have noted the various conditions under Section 6 Miscellaneous of this RFP document. Signature of Bidder: ____________________ Name: _________________________________ Address: _______________________________ *****

26

27 28 29

30

31

32

214

ANNEXURE - 8

215

ILLUSTRATION - I (ONLY FOR REFERENCE)

Schedule for Projected Revenue For Calculating Minimum Assured Variable Revenue (MAVR)
[A] Bidding parameter for Variable Component of Revenue in Percentage (%) of Projected Gross Revenue ( >0%) in addition to Fixed component, [P]= 5% [B] Bidding parameter for Projected Gross Revenue (column 4 ) in Table below
Sl.No. 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Year 2 1 2 3
st nd rd

Fixed component of Revenue share in Rs. Crs 3

Projected Gross Revenue (Proposed by Bidder) in Rs. Crs 4 30.00 60.00 120.00 130.00 140.00 150.00 145.00 140.00 125.00 110.00 100.00 90.00 60.00 40.00 35.00

Variable component of Revenue Share in Rs. Crs 5= ( [P] x 4) 1.50 3.00 6.00 6.50 7.00 7.50 7.25 7.00 6.25 5.50 5.00 4.50 3.00 2.00 1.75

Total Revenue Share in Rs. Crs 6= (3+5) 1.50 3.00 6.00 6.50 12.00 17.50 22.25 22.00 16.25 15.50 13.00 11.50 9.00 7.00 4.65

4th 5 6 7 8 9
th th th th th th th th th th th

10 11 12 13 14 15

Total NPV

0.00 0.00 0.00 0.00 5.00 10.00 15.00 15.00 10.00 10.00 8.00 7.00 6.00 5.00 2.90 93.90 40.32

1475.00

73.75

167.65 78.45

NPV calculated @ 10% (SBI Base Rate) for 15 years

216