POWER PURCHASE AGREEMENT MAHARASHTRA STATE ELECTRICITY DISITRIBUTION COMPANY LIMITED (MSEDCL) LANCO ENERGY PRIVATE LIMITED (LEPL) - Dated _ ...
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POWER PURCHASE AGREEMENT
between
MAHARASHTRA STATE ELECTRICITY
DISITRIBUTION COMPANY LIMITED (MSEDCL)
and
LANCO ENERGY PRIVATE LIMITED (LEPL)
Dated ___ August, 2006
For the Salable energy generated from
500 MW Teesta Stage - VI Hydroelectric Power ProjectTABLE OF CONTENTS
RECITALS 1-3
ARTICLE 1 DEFINITIONS AND INTERPRETATION 4-17
1.1 Definitions 4-16
1.2 Interpretation 16-17
ARTICLE 2 TERM OF AGREEMENT 18
2.1 Effective Date and Term of Agreement 18
2.2 Early Termination 18
ARTICLE 3 CONDITIONS PRECEDENT 19-21
3.1 Conditions Precedent 19-21
3.2 Satisfaction of Conditions Precedent 21
3.3 Right to Terminate 21
ARTICLE 4 PRINCIPAL OBLIGATIONS OF THE PARTIES 22-24
4.1 LEPL’s Obligations 22
4.2 MSEDCL’s Obligations 22-23
4.3 Right to Electrical Output 23-24
4.4 MSEDCL’s Observation Visits 24
ARTICLE 5 CONSTRUCTION 25-26
5.1 LEPL’s Construction Responsibilities 25
5.2 The Site 25
5.3 Construction Contractor 25
5.4 Information Regarding Interconnection Facilities 25
5.5 Construction Standards and Design Criteria 25
5.6 Consents 25
5.7 Documents to be Submitted by LEPL 26
5.8 LEPL’s Construction and Start-up Power 26
5.9 Construction Reports 26ARTICLE 6 SYNCHRONISATION, TESTING AND 27-32
COMMISSIONING
6.1 Synchronization 27
6.2 Performance Test Procedures 27-28
6.3 Initial Performance Test 28-29
6.4 Unit Capacity Test 29
6.5 Project Capacity Test 29
6.6 Maximum Project Capacity Test 29
6.7 Notice of Test Results 29-30
6.8 Repeat Tests 30
6.9 Costs of Tests 30-31
6.10 Commercial Operation Date of Project 31
6.11 Delayed Commissioning 31-32
6.12 Evacuation of Output until COD of Units 32
6.13 Evacuation of Output after COD of the first Unit but prior 32
to COD of Project
ARTICLE 7 OPERATION AND MAINTENANCE 33-39
7.1 LEPL’s Operation and Maintenance Responsibilities 33
7.2 Operating Procedures 34
7.3 Annual Scheduled Outage Plan 34-35
7.4 Annual Generation Plan 35-36
7.5 Review of Scheduled Outage and Annual Generation Plans 36
7.6 Maintenance and Forced Outages 36
7.7 Operation 36
7.8 Emergency Plans 37
7.9 Supply of Power in Emergency 37
7.10 De-Silting Operation 37
7.11 Efficient and Reliable Operation 37
7.12 Maintenance of Operating Records 37-38
7.13 Examination of Records 38
7.14 Monitoring Notice 38
7.15 Desynchronisation of Project 39
ARTICLE 8 SCHEDULING AND DESPATCH 40-43
8.1 General 40
8.2 Daily Generation Capability Schedule and Daily Drawal 40-41
Schedule8.3 Daily Despatch Schedule 41
8.4 Revised Generation and Drawal Schedules 41
8.5 Revised Despatch Schedule 41
8.6 Revised Schedules during the operation day 41-42
8.7 Implementation of Despatch Instructions 42
8.8 Unscheduled interchange 42
8.9 Deemed Power 43
ARTICLE 9 INTERRCONNECTION, TRANSMISSION, 44-49
METERING AND ENERGY ACCOUNTING
9.1 Interconnection Facilities and Transmission 44-45
Facilities
9.2 Metering 45-49
9.3 Energy Accounting 49
9.4 Load dispatch centre charges 49
ARTICLE 10 BILLING AND PAYMENT 50-56
10.1 General 50
10.2 Delivery of Monthly Bills 50
10.3 Payment of Monthly Bills 50-51
10.4 Payment Security Mechanism 51-53
10.5 Disputed Bill 53-54
10.6 Change in Law Claim and Payment 54-55
10.7 Quarterly and Annual Reconciliation 56
10.8 Payment of Supplementary Bill 56
10.9 Payment for Construction and Start-up Power 56
ARTICLE 11 FORCE MAJEURE 57-59
11.1 Definitions 57-58
11.2 Notification of Force Majeure Event 58
11.3 Duty to perform and duty to mitigate 59
11.4 Failure or delay caused by Force Majeure 59
11.5 Extended Force Majeure 59
ARTICLE 12 CHANGE IN LAW 60
12.1 Definitions 60
12.2 Payment for Change in Law 60
12.3 Appeal against Change in Law 60ARTICLE 13 LIABILITY AND INDEMNIFICATION 61 13 Limitation on Liability 61 ARTICLE 14 GOVERNING LAW AND DISPUTE RESOLUTION 62-63 14.1 Governing Law 62 14.2 Amicable Settlement 62 14.3 Not used 62 14.4 Arbitration 62-63 14.5 Arbitration Awards to be Binding 63 14.6 Finality and Enforcement of Award 63 14.7 Parties to Perform Obligations 63 14.8 Costs of Arbitration 63 ARTICLE 15 EVENTS OF DEFAULT AND TERMINATION 64-67 15.1 LEPL Event of Default 64 15.2 MSEDCL Event of Default 65 15.3 Extended Force Majeure 65 15.4 Termination procedure for LEPL Event of Default 65-66 15.5 Termination Procedure for MSEDCL Event of Default 66-67 15.5A Termination by Mutual Consent 67 15.6 Consequences of Termination 67 15.7 Project Lender to be Notified 67 ARTICLE 16 MISCELLANEUOS PROVISIONS 68-72 16.1 Amendment 68 16.2 Third Party Beneficiaries 68 16.3 No Waiver 68 16.4 Language 68 16.5 Remedies 68 16.6 Entirety 68 16.7 Assignment 68-69 16.8 Confidentiality 69-70 16.9 Affirmation 70 16.10 Severability 70 16.11 No Partnership 70 16.12 Survival 71
16.13 Counterparts 71
16.14 Notices 71
16.15 Schedules 72
SCHEDULE A CONSENTS 73
1.0 Initial Consents 73
2.0 Consents for Construction and Commissioning of the 73
Project
3.0 Consent for operation of the Project 73
SCHEDULE B TECHNICAL FEATURES OF PROJECT 74-77
1.0 Location 74
2.0 Hydrology 74
3.0 Power & Energy Parameters 74
4.0 Reservoir 74-75
5.0 Dam 75
6.0 Power Draft 75
7.0 Scouring Sluice 75
8.0 Feeder Tunnel, Intake & Trash Racks 75
9.0 Power Tunnel 75-76
10.0 Power House 76
11.0 Turbine 76
12.0 Generator 76
13.0 Transformer 77
14.0 Switchyard 77
15.0 Tie Line 77
SCHEDULE C INSURANCE 78-79
1.0 Maintenance of Insurance Policies 78
2.0 Certificates of Insurance 78
3.0 Required Coverage 78-79
4.0 Evidence of Coverage 79
5.0 Application of Proceeds from Risk Property/ 79
Comprehensive and Machinery Insurance
6.0 Cost of Insurance 79
7.0 Preference for Indian Insurers 79
8.0 Compensation 79SCHEDULE D TARIFF 80-81
1.0 General 80
2.0 Tariff Rate 80-81
3.0 Computation of Energy in Case of Difference with REA 81
SCHEDULE E TECHNICAL LIMITS 82
SCHEDULE F DETERMINATION OF WATER SPILLAGE FOR 83
COMPUTING DEEMED GENERATION
SCHEDULE G DETAILS OF INTER CONNECTION FACILITIES 84*********
1
2
3
4
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions
The terms used in this Agreement, unless as defined below or repugnant
to the context, shall have the same meaning as assigned to them by the
Electricity Act, 2003 and the rules or regulations framed there under.
1. "ABT Order" means CERC's order on the Availability Based
Tariff issued on the 4th day of January, 2000
and subsequent amendments to or
replacement/substitution of this order;
2. "Affected Party" has the meaning specified in Article 11.1.1;
3. “Affiliate” has the meaning specified in Article 16.7.2(i);
4. "Agreement" or means this document including its Schedules
"Power Purchase containing the terms and conditions for
Agreement" or purchase of Saleable Energy by MSEDCL from
"PPA" LEPL from the Project;
5. “Appropriate means the Central Electricity Regulatory
Commission" Commission or a State Electricity Regulatory
Commission, competent to determine the Tariff
for the Project pursuant to the Electricity Act,
2003, or their successors;
6. "Annual Fixed shall mean the tariff rate (Rs./Kw) fixed as set
Tariff” out in paragraph 2 of Schedule D;
7. "Arbitration" means the resolution of a dispute between the
Parties in accordance with Article 14;
8. “Auxiliary means in relation to a period, the energy
Consumption and consumed by auxiliary equipment and
transformation transformation losses within the generating
losses” station in aggregate expressed as 1.20 percent
of the gross energy generated at generator
terminals during the relevant period.
9. "Bill Dispute Notice" means the notice issued by a Party raising a
dispute regarding a Monthly Bill or a
Supplementary Bill issued by the other Party;
10. “Billable Energy” means in relation to a period, the Energy
Output during such period including Deemed
Generation.5
11. “Business Day” means a day other than a Sunday or a
statutory holiday on which banks are open for
business in Mumbai;
12. "Capital Cost" means the completion cost of the Project as
approved by the Competent Authority.
13. "CEA" means the Central Electricity Authority as
defined in the Electricity Act, 2003, or its
successors;
14. "Central means the utility as defined in the Electricity
Transmission Act, 2003, namely, Power Grid Corporation of
Utility" or "CTU" India Limited (“PGCIL”), or its successors;
15. "CERC" means the Central Electricity Regulatory
Commission, as defined in the Electricity Act,
2003, or its successors; and includes
Maharashtra Electricity Regulatory Commission
( MERC ), wherever applicable;
16. "CERC Interstate means the Central Electricity Regulatory
Transmission Commission (Open Access in Inter-State
Regulations" Transmission) Regulations, 2004 notified by
CERC vide its order dated 30th January 2004,
as amended from time to time;
17. "CERC Tariff means the Central Electricity Regulatory
Regulations" Commission (Terms and Conditions of Tariff)
Regulations, 2004, notified by CERC on March
26, 2004 and which has come into effect on
April 01, 2004.
18. "Change in Law" has the meaning specified in Article 12.1;
19. "Check Meters" means the metering system identical to the
Main Meters installed at the Delivery Point for
verifying the performance of the Main Meters;
20. "Commercial means, in relation to a Unit, the date on which
Operation Date" or such Unit has been Commissioned; or in
"COD" relation to the Project, the date on which the
last Unit comprised in the Project is
Commissioned;
21. “Commission” or means in relation to a Unit, the commencement
"Commissioned" of operation of such Unit after it successfully
completes the Unit Capacity Test in
accordance with Article 6.4.
22. “Competent Court” has meaning specified in Article 12.1.2;6
23. "Confidential has the meaning specified in Article 16.8.1;
Information"
24. "Conditions means all the conditions as specified in Article
Precedent" 3.1 that are to be fulfilled or waived by the
relevant Party;
25. "Connection means the agreement entered into, or to be
Agreement" entered into, between the MSEDCL and the
Central Transmission Utility / State
Transmission Utility in accordance with the
Indian Electricity Grid Code;
26. "Consent" means any consent, licence, approval, permit,
no-objection certificate, concession, right of
way or any other authorisation required to be
granted by a Governmental Instrumentality for
construction, operation and maintenance of the
Project, including but not limited to those
specified in Schedule A;
27. "Construction means one or more main contractors,
Contractor" appointed by LEPL to design, engineer,
construct and Commission the Project in
accordance with the provisions of Article 5;
28. "Consultation means the period, commencing from the date
Period" of issue of a Preliminary Termination Notice,
for consultation between the Parties to:
(i) mitigate the consequence of the
relevant event having regard to all
the circumstances; and
(ii) prevent termination of this Agreement;
29. "Contracted means the Saleable Energy.
Energy”
30. “Control Centre” is defined in Article 8.1.3;
31. “Corporate Income means the tax (including minimum alternate
Tax” tax) on income arising from the core business
of LEPL i.e. production and sale of the
Saleable Energy and associated charges, cess
etc. which is built-in component of Tariff;
32. "Daily Despatch means the daily schedule for the following day
Schedule" containing the details of Declared Capacity and
the Despatched Power for the relevant day for
each Settlement Period of a day notified by the
RLDC to the Control Centre and then by the
Control Centre to LEPL;7
33. “Daily Drawal means the daily schedule for the following day,
Schedule” given by the SLDC to the RLDC, containing the
draw-able power as the Purchaser / SLDC may
decide to draw, out of the Declared Capacity,
for each Settlement Period;
34. "Daily Generation means the daily schedule containing the
Capability Declared Capacity, and other generation data
Schedule" for each Settlement Period for the following
day, pursuant to Article 8.2.1, notified by LEPL
to the Control Centre and the Purchaser;
35. "Debt" means the sum of borrowed principal amounts
expressed in the relevant currency(ies) in the
Financing Agreements at the Financial Close;
36. "Declared means the net capacity during any Settlement
Capacity" Period at the Delivery Point, as declared by
LEPL in its Daily Generation Capability
Schedule or Revised Generation Capability
Schedule and expected to be available from
the Generating Station over the peaking hours
of the next day taking into account the
availability of water, optimum use of water and
availability of machines provided that the
Declared Capacity in any Settlement Period
shall not exceed the Maximum Available
Capacity (for Units actually available in such
Settlement Period )
37. "Deemed means, in relation to a period, the Energy
Generation" Output corresponding to the Deemed Power
during such period;
38. "Deemed Power" has the meaning specified in Article 8.9.
39. "Delivery Point" means busbar of the switchyard of the Project
at which the risk and title to the Energy Output
and Power Output shall pass from LEPL to
MSEDCL;
40. "Designated has the meaning specified in Article 10.3.4;
Account"
41. "Despatch means any instruction issued by the Control
Instruction" Centre / RLDC to LEPL in accordance with
IEGC;8
42. "Despatched or means the Power Output specified by the
Instructed Power" Control Centre / RLDC in its Daily Despatch
Schedule or Revised Despatch Schedule;
43. "Due Date" means the thirtieth (30th) day after a Monthly
Bill or a Supplementary Bill is received by
MSEDCL (or, if such day is not a Business
Day, the immediately succeeding day) by which
date such bill is payable by MSEDCL,
provided that in the event a Monthly Bill is
received prior to the fifth (5th) day of a Month,
such bill shall be deemed to have been
received on the fifth (5th) day of such Month;
44. “Electricity Laws” means the Electricity Act, 2003 and the Rules
and Regulations made there under from time to
time along with amendments and replacements
thereof in whole or in part and all other Laws
pertaining to electricity including any other
norms and regulations laid down by CERC or
State Electricity Regulatory Commissions;
45. "Energy Output" means the metered electrical energy, in kWh or
multiples thereof, delivered by LEPL at the
Delivery Point;
46. "Engineer" means the independent consulting engineering
firm / agency / body, jointly appointed by
MSEDCL and LEPL to monitor the
commissioning and testing of the Project on
their behalf;
47. "Equity" means the amount contributed towards the
share capital of LEPL in accordance with the
Financing Agreements;
48. not used
49. “Extended Force shall have the meaning assigned to it Article
Majeure” 15.3;
50. "Expiry Date" means the twenty fifth (25th) or thirty fifth (35th)
anniversary of the Commercial Operation Date
of the Project, as the case may be;
51. "Financial Close" means the first Business Day on which LEPL
can draw down funds under the Financing
Agreements;
52. "Financing means all the loan agreements, guarantees,
Agreements" credit facilities, notes, indentures, security
agreements, letters of credit, share subscription
agreements and other documents relating to
the financing or re-financing of the Project at
the Financial Close, as may be amended,
modified or replaced from time to time;
53. "Force Majeure" means an event defined in Article 11.1.2;9
54. "Forced Outage" means an interruption or reduction of Power
Output of a Unit or Project due to unforeseen
failure of equipment;
55. "Governmental means any legislative, judicial, regulatory,
Instrumentality" executive or other governmental body
(including any agency, department, board,
instrumentality, commission, office or authority)
of the Government of India or any political
subdivision thereof. For the purpose of this
Agreement, MSEDCL will not be a Government
Instrumentality;
56. "Grid" means the transmission network including the
Tie Line beyond the Delivery Point, through
which the Energy Output is to be evacuated
from the Project and upto the point of drawal
into the Purchaser’s system;
57. "MSEDCL" means Maharashtra State Electricity
Distribution Company Limited as defined in the
recitals;
58. "MSEDCL Event of has the meaning specified in Article 15.2;
Default"
59. "MSEDCL means the notice issued by MSEDCL to LEPL
Preliminary stating MSEDCL's intention to terminate this
Termination Notice" Agreement due to a LEPL Event of Default;
60. "MSEDCL means the notice issued by MSEDCL to LEPL
Termination Notice" for termination of this Agreement due to a
LEPL Event of Default;
61. “Infirm Power” means the electrical energy generated by an
Unit prior to the COD;
62. not used
63. "Implementation means the agreement that has been entered
Agreement" into between the Project State Government
and LEPL for facilitating implementation of the
Project;
64. "Indian Electricity means the rules, guidelines and standards
Grid Code" or notified from time to time by the CTU for
"IEGC" efficient and reliable operation of the Grid;
65. “Initial Consents” means the consents specified in Paragraph 1.0
of Schedule A;10
66. "Initial Performance means the performance test conducted on an
Test" Unit or the Project, as the case may be, in
accordance with Article 6.3.1;
67. "Interconnection means the interconnection equipment and
Facilities" associated automatic communications,
switching equipment and line protection
devices installed, owned, operated and
maintained by the CTU / Project State Utility or
LEPL as described in Schedule G;
68. "Law" means, in relation to this Agreement, all laws
and Electricity Laws in force in India and
includes any statute, decree, ordinance,
regulation, notice, circular, code, rule or
direction, or any interpretation of any of them
by Governmental Instrumentality in India and/or
in relevant States and also includes all
applicable rules, regulations, orders, directions,
notifications by a Governmental Instrumentality
pursuant to or under any of them;
69. "Lender" means any Indian or foreign institution,
corporation, partnership, firm, individual or
organization providing Debt to LEPL;
70. "LEPL" means Lanco Energy Private Limited as
defined in the Recitals of this Agreement;
71. "LEPL Event of means any of the events set out in Article 15.1
Default" of this Agreement;
72. "LEPL Preliminary means the notice issued by LEPL to MSEDCL,
Termination stating LEPL's intention to terminate this
Notice" Agreement as a result of a MSEDCL Event of
Default;
72A "LEPL Termination means the notice issued by LEPL to MSEDCL
Notice" for termination of this Agreement due to a
MSEDCL Event of Default;
73. "Letter of Credit" or means the letter of credit as set out in Articles
"LC" 10.4, 15.4 and 15.5;
74. "Maintenance means the interruption or reduction in Power
Outage" Output of a Unit or the Project for the purpose
of repair or replacement of specific components
of equipment.;
75. "Main Meters" means the metering system installed at the
Delivery Point for measurement of the Energy
Output and other parameters specified in11
Article 9.2;
76. "Maximum means the Tested Capacity of the Project, the
Capacity" same being determined at maximum head and
with flow at hundred percent (100%) gate
opening or nozzle opening or design discharge,
determined in the Initial Performance Test or in
a subsequent test;
77. “Maximum means the maximum capacity in MW which
Available Capacity” LEPL can generate with all Units running under
the prevailing conditions of water levels and
flows over the peaking hours of next day;
78. "Maximum Project means the tests to demonstrate the Maximum
Capacity Test" Capacity of the Project;
79. "Meters" means Main Meters and Check Meters;
80. "Month" means a calendar month;
81. "Monthly Bill" means a bill raised by LEPL to MSEDCL for
Tariff Payment in respect of Billable Energy in
each completed Month;
82. “Monthly Tariff shall mean the payment of Annual Fixed Tariff
Payment” against the Monthly Bill for each of the 12
months comprised in the relevant Tariff Year.;
83. "O&M Contract" means the contract entered into, or to be
entered into, between LEPL and the Operator,
relating to the operation and maintenance of
the Project, in accordance with this Agreement;
84. "Operating has the meaning specified in Article 7.2;
Procedures"
85. "Operation Period" means the period from the Commercial
Operation Date of the Project to the Expiry
Date;
86. "Operation Year" means the period beginning on the COD of the
Project and ending on completion of one full
year and each successive twelve (12) Month
period thereafter till the Expiry Date;
87. "Operator" means one or more contractors appointed as
operator of power generation facilities of the
Project pursuant to an O&M Contract, if any;
88. "Party" and has the meaning specified in the recital to this
"Parties" Agreement;
89. "Payment Security means the payment security provided by
MSEDCL to the LEPL, in accordance with12
Mechanism" Article 10.4;
90. "Payment means the surcharge payable by MSEDCL for
Surcharge" delay in payment of a Monthly Bill or a
Supplementary Bill, as the case may be,
beyond the Due Date in accordance with Article
10.3.5;
91. "Performance Test has the meaning specified in Article 6.2.1;
Procedures"
92. "Power Output" means the electrical power in kW or multiples
thereof, delivered by LEPL at the Delivery
Point;
93. "Project" means the Run of River hydroelectric
generating facilities comprising of 4 (four) Units
of 125 MW each on Teesta river in the State of
Sikkim, the technical specifications of which are
more particularly described in Schedule
hereof, , whether completed or at any stage of
development and construction including without
limitation, all land, buildings, dams, gates,
spillways, hoists, weirs, canals, penstocks,
tunnels, surge tanks, electrical energy
generating equipment (and its auxiliary
equipment), switchyard, and the
Interconnection Facilities which is to be
designed, built, owned, operated and
maintained by LEPL at Site and including any
residential colony / unit welfare facilities and
offices;
94. "Project Capacity means the tests to demonstrate the Rated
Test" Capacity of the Project;
95. "Project State" means the State in which the Project is located,
i.e. the State of Sikkim;
96. "Project State means the government of the State in which
Government" the Project is located, i.e. the Government of
State of Sikkim;
97. "Prudent Utility means exercise of that degree of skill,
Practices" diligence, prudence and foresight which would
reasonably and ordinarily be expected from a
skilled and experienced agency or operator,
engaged in the same type of undertaking, and
adopting the practices, methods and standards
that are generally followed by electric utilities in
India including customary industry practice in
regard thereto and any improvements or
innovations that may be made to all such
practices, methods and standards during the
Term of Agreement for ensuring the safe,13
efficient, and economic construction,
commissioning, operation and maintenance of
power generation facilities of a size and type
applicable to the Project;
98. "Rated Capacity" means the gross Tested Capacity of the
relevant Unit;
and in relation to the Project the gross Tested
Capacity of all the Units comprised in the
Project,
in each case such Tested Capacity being that
determined at rated head and rated flow in
each case in the Initial Performance Test or
subsequent tests ;
99. "Reactive Power" means the product of voltage and current and
the sine of the phase angle between them,
measured in units of volt-amperes reactive, or
multiples thereof;
100. "Regional Energy means the accounts of power and energy
Accounts" or "REA" delivered by LEPL and drawn by the
Purchaser, as issued by the appropriate
agency for each Week and for each Month,
including the revisions and amendments
thereof;
101. “Repeat Tests” means the repeat tests specified in Article 6.10
for Initial Performance Test
102. "Required means in relation to the Project, a date which
Commercial falls upon the expiry of 60 months from the
Operation Date" or date of Financial Closure.
"Required COD" or
“RCOD”
103. "Revised Despatch means the Daily Despatch Schedule, revised in
Schedule" accordance with Article 8.5;
104. Revised Drawal means the Daily Drawal Schedule, revised in
Schedule accordance with Article 8.4;
105. “Revised means the Daily Generation Capability
Generation Schedule revised in accordance with Article 8.4
Capability hereof;
Schedule”
106. "RLDC" means the relevant Regional Load Despatch
Centre as defined in the Electricity Laws, in the
region in which the Project is located;14
107. “Royalty” means the quantum of electrical energy to be
supplied by the LEPL to the Project State free
of cost during the Term of the Agreement which
shall be equivalent to 12% (Twelve percent) of
the total energy generated by the Project after
deducting Auxiliary Consumption &
transformation losses for the first 15 years and
15% (Fifteen Percent) thereafter.
108. "Rupees" or "Rs." Means the lawful currency of India;
109. “Saleable Energy” means the total electrical energy generated by
the Project including the Infirm Power available
for sale (ex bus) after allowing for Auxiliary
Consumption, transformation losses and
Royalty.
110. "Scheduled means a planned interruption of the generating
Outage" capacity of a Unit or the Project for the purpose
of inspection, testing, preventive maintenance,
repair or replacement of components or
equipment, or improvement in the performance
of equipment;
111. "Scheduled means in respect of a Unit or Project, the date
Synchronisation which falls 15 days before the Required COD;
Date"
112. "SERC" means the State Electricity Regulatory
Commission, as defined in the Electricity Act,
2003, or its successors, having jurisdiction over
the Purchaser;
113. "Settlement Period" means the time block for issue of daily
generation, drawal and despatch schedules as
may be defined by IEGC
114. "Site" means the land, spaces, waterways, roads and
rights for the purpose of building, operating and
maintaining the Project including all rights of
way and access from public highways and
rights of way for the Tie Line at one or more
places;
115. "Site Reference means the values of various parameters of the
Conditions" Site specified as reference values in Schedule
B;
116. "SLDC" means the State Load Despatch Centre as
defined in the Electricity Act, 2003, in relation to
the Purchaser ;
117. "Supplementary means a bill other than a Monthly Bill raised by
Bill" either Party in accordance with Article 10.8;15
118. "Tariff" means the tariff as set out in accordance with
Schedule D;
119. "Tariff Adjustment means increase or decrease in the Tariff
Payment" Payment on account of Change in Law or any
applicable changes, other than on account of
Payment Surcharge;
120. "Tariff Payment" means the Monthly Tariff Payments to LEPL;
121. "Tariff Year" means the period beginning on the COD of the
Project and ending on completion of one full
year and each successive twelve (12) Month
period thereafter till the Expiry Date;
122. "Tax" means any Indian tax, duty, cess, fees, impost,
surcharge or levy of any nature howsoever
called charged, levied or imposed by a
Governmental Instrumentality (whether central,
state or local) in relation to the Project;
123. “Technical Limits” means the technical limits of the Project
specified in Schedule E;
124. "Technical means the salient technical features in relation
Specifications" to the Project specified in Schedule B and the
elaboration of such technical features as may
be provided in the construction contracts of the
Construction Contractor, covering the design,
construction, testing and commissioning of the
Project;
125. "Term of has the meaning specified in Article 2.1;
Agreement"
126. "Tested Capacity" means, in relation to a Unit or the Project, the
tested capacity during the Initial Performance
Test under specific conditions as applicable for
each test;
127. "Testing means a reputed laboratory for testing and
Laboratory" calibration of Main Meters and Check Meters,
acceptable to the CTU, LEPL and the
Purchaser;
128. "Tie Line" means the transmission lines from the
switchyards of the Project to inter connection
point of CTU whether completed or at any
stage of development and construction,
including without limitation, all right of way,
towers, conductors and accessories, land,
structures, sub-station equipment, line
protection system and communication system;
designed, built, owned, operated and
maintained by or on behalf of LEPL;
129. “Unit” means a generating set and all equipment and
installation that can be assigned independently
and exclusively to such generating set;
130. "Unit Capacity means the tests to demonstrate Rated
Test" Capacity of a Unit;16
131. "Week" means a calendar week commencing from
00:00 hours of Monday, and ending at 24:00
hours of the following Sunday;
1.2 Interpretation
Save where the contrary is indicated, any reference in this Agreement to:
1.2.1 a "Recital", an "Article" a "Schedule" and a "Paragraph" shall be
construed as a reference to a "Recital", an "Article" a "Schedule"
and a "Paragraph" respectively of this Agreement.
1.2.2 a "day" means a calendar day.
1.2.3 an "encumbrance" shall be construed as a reference to a
mortgage, charge, pledge, lien or other encumbrance securing
any obligation of any person or any other type of preferential
arrangement (including, without limitation, title transfer and
retention arrangements) having a similar effect.
1.2.4 a "person" shall be construed as a reference to any person, firm,
LEPL, MSEDCL, society, trust, government, state or agency of a
state or any association or partnership (whether or not having
separate legal personality) of two or more of the above and a
person shall be construed as including a reference to its
successors, permitted transferees and permitted assigns in
accordance with their respective interests.
1.2.5 the "winding-up", "dissolution", "insolvency", or "reorganization" of
a LEPL or MSEDCL shall be construed so as to include any
equivalent or analogous proceedings under the law of the
jurisdiction in which such LEPL or MSEDCL is incorporated or any
jurisdiction in which such LEPL or MSEDCL carries on business
including the seeking of liquidation, winding-up, reorganization,
dissolution, arrangement, protection or relief of debtors.
1.2.6 words importing the singular shall include the plural and vice
versa.
1.2.7 this Agreement or any other agreement or document shall be
construed as a reference to this or to such other agreement or
document as it may have been, or may from time to time be,
amended, varied, novated, replaced or supplemented.
1.2.8 a Law shall be construed as a reference to such Law including its
amendments or re-enactments from time to time.
1.2.9 a time of day shall, save as otherwise provided in any agreement
or document, be construed as a reference to Indian Standard
Time.
1.3 different parts of this Agreement are to be taken as mutually explanatory
and supplementary to each other and if there is any inconsistency
between or among the parts of this Agreement, they shall be interpreted
in a harmonious manner so as to give effect to each part. If, however, any
such inconsistency cannot be reconciled, the Schedules shall supersede
the main body of the Agreement..17
1.4 the table of contents and any headings or sub-headings in this Agreement
have been inserted for ease of reference only and shall not affect the
interpretation of this Agreement.
1.5 all interest payable under this Agreement shall accrue from day to day
and be calculated on the basis of a year of three hundred and sixty five
(365) days.18
ARTICLE 2
TERM OF AGREEMENT
2.1 Effective Date and Term of Agreement
The Articles 1, 2, 3, 4.1 (i) and (ii) (to the extent applicable), 4.1(iii) (to the
extent applicable), 4.1(vi and vii) (to the extent applicable), 12, 14 and 16
of this Agreement shall become effective upon the date of its execution by
the Parties while the remaining Articles shall not become effective until
the Conditions Precedent specified in Article 3 are either satisfied or
waived in accordance with Article 3 of this Agreement.
The Agreement shall have a term from such date of execution by the
Parties until the Expiry Date ("Term of Agreement"), when it shall
automatically terminate, unless terminated earlier, pursuant to Article 2.2
The effective date means the date on which Conditions Precedent
pursuant to Article 3.1 are either satisfied in full or such Conditions
Precedent which are unfulfilled are waived pursuant to Article 3.1.3
2.2 Early Termination
This Agreement shall terminate before the Expiry Date:
(i) If either LEPL or MSEDCL exercises a right to terminate, pursuant
to Article15 or Article 3.3; or
(ii) If LEPL and MSEDCL does not come to an understanding of Tariff
rate applicable for the period between 26th year to 35th year before
completion of 25th year;
(iii) In such other circumstances as LEPL and MSEDCL may
subsequently mutually agree, in writing.19
ARTICLE 3
CONDITIONS PRECEDENT
3.1 Conditions Precedent
The Conditions Precedent and obligations of the Parties with regard
thereto, are as specified below. The Parties shall make reasonable
endeavours to provide the required documents and take all actions to
satisfy the Conditions Precedent within twelve (12) months from the date
of execution of this Agreement or such extended period as may be
mutually agreed by the Parties.
(i) LEPL shall have received a legal opinion, reasonably
satisfactory to LEPL, from a legal counsel to MSEDCL,
confirming MSEDCL's authority to enter into this
Agreement and the enforceability of the provisions
contained herein;
(ii) MSEDCL shall obtain the approval of Appropriate
Commission in relation to the PPA;
(iii) MSEDCL shall have received copies of the
charter/constituent documents of LEPL, duly certified by
LEPL;
(iv) MSEDCL shall have received copies of resolutions
adopted by LEPL's board of directors authorizing the
execution, delivery and performance by LEPL of this
Agreement, which resolutions shall be certified by LEPL;
(v) MSEDCL shall have received a legal opinion, reasonably
satisfactory to MSEDCL, from a legal counsel to LEPL,
confirming LEPL's authority to enter into this Agreement
and the enforceability of the provisions contained herein;
(vi) LEPL shall have received valid, enforceable and
unencumbered right of way and title to the Site and such
other tangible and intangible property rights as may be
required or necessary to construct, Commission and
operate the Project;
(vii) LEPL shall have received all Initial Consents;
(viii) LEPL shall have achieved Financial Close in relation to the
Project;
(ix) MSEDCL and LEPL shall have agreed, in writing, to the list
of pre-qualified engineering consulting firms, which shall be
eligible to be appointed as the Engineer;
(x) Long Term open access in accordance with CERC
Interstate Transmission Regulations for the supply of
power and energy to MSEDCL shall have been obtained
by MSEDCL;20
(xi) LEPL shall have duly executed an Implementation
Agreement with the Project State Government; and
(xii) the Appropriate Commission shall have approved the
Tariff.
3.1.1 Conditions Precedent that may be waived by LEPL
The following Condition Precedent for the effectiveness of LEPL's
obligations under this Agreement, which may be unilaterally
waived by LEPL by notifying MSEDCL in writing:
(I) LEPL shall have received a legal opinion, reasonably
satisfactory to LEPL, from a legal counsel to MSEDCL,
confirming MSEDCL's authority to enter into this
Agreement and the enforceability of the provisions
contained herein.
3.1.2 Conditions Precedent that may be waived by MSEDCL
The following are the Conditions Precedent for the effectiveness
of MSEDCL's obligations under this Agreement, which may be
unilaterally waived by MSEDCL by notifying LEPL in writing:
(i) MSEDCL shall have received copies of the
charter/constituent documents of LEPL, duly certified by
LEPL;
(ii) MSEDCL shall have received copies of resolutions
adopted by LEPL's board of directors authorizing the
execution, delivery and performance by LEPL of this
Agreement, which resolutions shall be certified by LEPL;
(iii) MSEDCL shall have received a legal opinion, reasonably
satisfactory to MSEDCL, from a legal counsel to LEPL,
confirming LEPL's authority to enter into this Agreement
and the enforceability of the provisions contained herein;
3.1.3 Conditions Precedent that may be waived by mutual consent
The following are the Conditions Precedent, which may be waived
by mutual written consent of both the Parties:
(i) LEPL shall have received valid, enforceable and
unencumbered right of way and title to the Site and such
other tangible and intangible property rights as may be
required or necessary to construct, Commission and
operate the Project;
(ii) LEPL shall have received all Initial Consents;
(iii) LEPL shall have achieved Financial Close in relation to the
Project;21
(iv) MSEDCL and LEPL shall have agreed, in writing, to the list
of pre-qualified engineering consulting firms, which shall be
eligible to be appointed as the Engineer;
(v) Long Term open access in accordance with CERC
Interstate Transmission Regulations for the supply of
power and energy to MSEDCL shall have been obtained
by MSEDCL;
The Party that is responsible for satisfying a particular Condition
Precedent under this Article 3.1.3 may request waiver of such
Condition Precedent by notifying the other Party in writing of its
intention to seek such waiver. If the other Party provides its
consent in writing that it no longer requires the satisfaction of such
Condition Precedent, the performance of such Condition
Precedent shall be waived.
3.2 Satisfaction of Conditions Precedent
Each Party, that is responsible for satisfying a particular Condition
Precedent, shall keep the other Party informed in writing of the progress
being made in fulfilling such Condition Precedent and also upon the
fulfilment or waiver of such Condition Precedent, as the case may be.
Each Party shall use reasonable endeavour to satisfy the Conditions
Precedent, which it is responsible for.
3.3 Right to terminate
3.3.1 If the Conditions Precedent listed in Article 3.1 are not duly
satisfied or waived by MSEDCL or LEPL, as the case may be,
within twelve (12) months of the date of execution of this
Agreement, or such extended time as may be mutually agreed
between the Parties in writing, either Party may terminate this
Agreement by giving a written notice of termination to the other
Party which notice shall not be issued before the expiry of twelve
(12) months from the date of execution of this Agreement..22
ARTICLE 4
PRINCIPAL OBLIGATIONS OF THE PARTIES
4.1 LEPL's Obligations
Notwithstanding anything to the contrary specified in this Agreement,
LEPL agrees and undertakes to:
(i) design, construct, complete, test, and commission the Project
using only material and equipment that are new and of
international/Indian Power utility-grade quality, and always in
accordance with Prudent Utility Practices, in such a manner as to
ensure that the useful life of the Project, with proper maintenance
and operations, shall be at least equal to the Term of Agreement;
(ii) design, construct, complete and maintain during the subsistence of this Agreement using
all material and equipments for transmission of Saleable Energy from the Delivery Point to the
Interconnecting point owned, operated and maintained by CTU facilitating interconnection by
deploying Prudent Utility Practices;
(iii) obtain and keep valid and subsisting all requisite permits,
clearances, licenses, approvals, consents / way leaves, necessary
for the Project;
(iv) ensure reliable availability of the Contracted Energy by use and
application of Prudent Utility Practices, consistent with the
Technical Limits and meet the Despatch Instructions throughout
the Operation Period;
(v) Maintain insurance coverage in accordance with the requirements
set out in Schedule C;
(vi) always be in compliance with Law and Electricity Laws;
(vii) obtain and maintain in full force and effect all Consents and
insurances pursuant to this Agreement and Law, and
4.2 MSEDCL's Obligations
MSEDCL agrees and undertakes to:
(i) Off take Contracted Energy and pay Monthly Bills and
Supplementary Bills in accordance with this Agreement;
(ii) Co-operate with LEPL at its request to facilitate the Initial
Performance Test, Repeat Test, any other subsequent tests and
Commissioning of the Units and the Project by the dates notified
by LEPL;
(iii) obtain and maintain the requisite transmission open access to
ensure evacuation of the Contracted Energy from the Delivery
Point, from the Early Synchronisation Date or the Scheduled
Synchronisation Date, as the case may be, upto the expiry date;
(iv) obtain and maintain at all times the required licenses that is
required under Law to purchase and further sell and distribute the
Energy Output;23
(v) open and maintain the Letter of Credit and open the Escrow
Account as required under the terms and conditions specified in
Article 10.4 of this Agreement; and
(vi) always be in compliance with Law and Electricity Laws; and
(vii) Coordinate with the CTU in accordance with Article 5.4;
4.3 Right to Electrical Output
4.3.1 LEPL undertakes to sell at the agreed Tariff as per this Agreement
to MSEDCL the Contracted Energy, and MSEDCL undertakes to
purchase such Contracted Energy and pay Tariff for the Billable
Energy to LEPL in accordance with this Agreement..
4.3.2 not used
4.3.2A MSEDCL shall off take the contracted energy from LEPL. In the
event, MSEDCL fails to off take power generated by LEPL for any
reasons other than CTU breakdown/outages, MSEDCL and LEPL
agree to the following:
4.3.2.1 LEPl shall be free to sell such energy between its declared
off take and 95% of declared off take to a third party at a
mutually agreed tariff rate between LEPL and third party.
Any profit resulting out of such sale by LEPL to any third
party shall be retained by LEPL. MSEDCL shall not take
any deemed generation obligations for such sale.
If MSEDCL fails to off take less than 95% of the contracted energy, the provisions stipulated in
Clause 4.3.5 and Clause 8.9 shall prevail for such reduction below 95% off take of contracted
energy by MSEDCL
An illustration giving details is set out in Annexure 1 hereto.
4.3.3 Subject to Articles 4.3.5 and 4.3.6, LEPL shall not grant or sell to
any third party or allow any third party to obtain any entitlement to
the Contracted Energy without the prior written consent of
MSEDCL, provided that such consent shall not be required in the
event a notice is issued to MSEDCL pursuant to Article 15.5.1 or
in the event of an Extended Force Majeure. .
4.3.4 Subject to Law, LEPL shall not, during the Term of Agreement,
use any electricity generated by the Project, except for the
purpose of meeting the Auxiliary Consumption including power
requirements for, housing colony any other related establishment
of the Project.
4.3.5 In the event MSEDCL refuses or fails to offtake electrical output
post COD of the relevant unit or Project as the case may due to
the breakdown of Grid or non-availability of Open Access at any
time due to any reason then during the continuance of such
breakdown and/or non availability of Open Access, MSEDCL may,
request LEPL to continue generating electrical energy and sell the
energy output to any third party (such third party either nominated
by MSEDCL or identified and nominated by LEPL in absence of24
any nomination by MSEDCL) at a tariff rate (“third party tariff”)
mutually agreed between LEPL and such third party.
In the event, Third Party Tariff is lower than the Annual Fixed Tariff
for the relevant Tariff Year, then MSEDCL shall pay to LEPL the
difference between the Third Party Tariff and the Annual Fixed
Tariff for the Energy Output sold to such third party. However, in
the event Third Party Tariff is higher than the Annual Fixed Tariff
for the relevant Tariff Year, then MSEDCL and LEPL shall equally
share the net amount by which the Annual Fixed Tariff is higher
than the Third Party Tariff.
4.3.6 (i) Upon receiving the notice of Early Synchronisation Date
under Article 6.1.1, MSEDCL shall, in accordance with
Article 4.2(iii), ensure and arrange the transmission open
access to achieve synchronisation of the Unit(s) to the Grid
by the Early Synchronisation Date, conducting the Initial
Performance Test and Commissioning of the Unit(s) and
off-take Contracted Energy. However, in the unlikely event,
transmission open access is not available due to any
reason by the Early Synchronisation Date, then in such an
event and subject to the Law and Technical Limits, LEPL
shall be entitled to synchronise the Unit/Project to the Grid
and sale the Saleable Energy to a third party buyer at a
mutually agreed rate of tariff till the RCOD and the
provisions relating to Deemed Generation would not be
applicable for such period.
(ii) However, if MSEDCL is unable to offtake the Contracted
Energy by the Scheduled Synchronisation Date on account
of non availability of transmission long term open access,
subject to Article 4.3.5 MSEDCL shall make Tariff Payment
(attributable to the first Tariff Year) towards Deemed
Generation from the date of Scheduled Synchronisation
Date for the period of continued inability of MSEDCL to
offtake Contracted Energy.
4.4 MSEDCL's Observation Visits
MSEDCL or its authorized representatives shall have the right, upon
reasonable prior written notice to LEPL (except that no such notice shall
be required in an emergency), to observe the progress of the construction
of the Project, the Commissioning of the Units or Project, as the case may
be, or operation of the Project. LEPL shall co-operate with all reasonable
requests of MSEDCL and assist in arranging any such observation visits
to the Project. All such authorized representatives undertaking such
observation visits on behalf of MSEDCL shall comply with reasonable
safety and other applicable procedures notified to them by LEPL. All costs
in relation to any such visit shall be borne by MSEDCL.25
ARTICLE 5
CONSTRUCTION
5.1 LEPL's Construction Responsibilities
LEPL shall be responsible for designing, constructing, completing and
Commissioning the Project in accordance with the Technical limits,
Technical Specifications, Prudent Utility Practices, the terms of this
Agreement and Laws applicable to the Project.
Further, LEPL shall design, construct, complete and maintain during the subsistence of this
Agreement using all material and equipments for transmission of saleable energy from the
Delivery Point to the Interconnection point owned, operated and maintained by CTU
facilitating interconnection by deploying Prudent Utility Practices
LEPL agrees and undertakes to co-ordinate and co-operate with the
Central Transmission Utility, including with regard to any acquisition of
land for construction and installation in relation to the Interconnection
Facilities.
5.2 The Site
LEPL agrees that it shall bear full responsibility for Site condition
(including but not limited to its geological condition and the adequacy of
the road, rail or other transportation links to the Site) and the acquisition
of title to the Site free of all encumbrances. LEPL further agrees that
under no circumstances shall it be entitled to any financial compensation
due to the unsuitability of the Site.
5.3 Construction Contractor
LEPL shall appoint one or more of the Construction Contractors to
design, procure, construct, complete, test, remedy defects, operate and
Commission the Project. The appointment of any or all such Construction
Contractors shall not release LEPL of any of its responsibilities under this
Agreement.
5.4 Information Regarding Interconnection Facilities
MSEDCL shall assist LEPL, if requested to do so, to co-ordinate with the
Central Transmission Utility on a timely basis for all information with
regard to the Interconnection Facilities of the CTU, if any, as is
reasonably necessary to enable LEPL to design, install and operate the
Interconnection Facilities.
5.5 Construction Standards and Design Criteria
LEPL shall ensure that the Project is designed, built and completed in a
professional manner, adopting good workmanship, sound engineering
and construction practices in accordance with Prudent Utility Practices
and consistent with the Site conditions, Grid conditions.
5.6 Consents
LEPL shall obtain and keep in effect all Consents required by LEPL in
order to carry out its obligations under this Agreement.26
5.7 Documents to be submitted by LEPL
LEPL agrees to provide the following documents to MSEDCL:
(i) Copies of Consents received for project execution within 30 days
of receipt of such Consent;
(ii) Not later than one hundred and fifty (150) days before the
Scheduled Synchronization Date of the first Unit, a copy of draft
Performance Test Procedures in relation to the Project;
(iii) Not later than one hundred and twenty (120) days before the
Scheduled Synchronization Date of the first Unit, a copy of LEPL’s
drafts Operating Procedures in relation to the Project;
(iv) On or before the scheduled date of the Initial Performance Test of
the first Unit, copies of all Consents that are required and have
been issued to LEPL for operation and maintenance of the Project;
and
5.8 LEPL's Construction Power and start- up power
All the electrical power and energy required for the purpose of
construction, synchronisation and Commissioning of the Units shall be
arranged by LEPL at its own cost and expense. LEPL shall, if necessary,
enter into arrangement/understanding with CTU for the supply of Start-
Up power and power required during shut down on adjustment basis from
the Energy Output.
5.9 Construction Reports
5.9.1 On or before the tenth (10th) day of the first month of each quarter
following commencement of construction and continuing until the
COD of the Project, LEPL shall provide MSEDCL with quarterly
construction reports (for the immediately preceding quarter) on the
status of construction of the Project. LEPL shall comply with any
reasonable information request made by MSEDCL in relation to
the contents of any such construction report.
5.9.2 The construction report described in Article 5.9.1 above shall
include the following:
(i) Executive Summary;
(ii) Status of initial Consents;
(iii) bar chart highlighting the progress of engineering,
procurement, construction, testing and commissioning
activities of the Project, indicating the scheduled and actual
progress;
(iv) Description of any major problems, which could affect the
Required COD of the Units or the Project, including corrective
measures proposed thereof.27
ARTICLE 6
SYNCHRONISATION, TESTING AND COMMISSIONING
6.1 Synchronization
6.1.1 LEPL shall give MSEDCL and CTU at least thirty (30) days' written
notice of the Scheduled Synchronisation Date. However, if LEPL
intends to Commission a Unit/Project at any time earlier than the
RCOD, then LEPL, in order to synchronize a Unit/Project to the
Grid for the purpose of Commissioning such Unit/Project, shall
give MSEDCL and CTU at least one hundred and eighty (180)
days' written notice of the proposed date of synchronisation
(“Early Synchronisation Date”). The Early Synchronisation Date
shall be fifteen (15) days prior to the date of the proposed COD of
the Unit/Project.
Upon the receipt of notice from LEPL in relation to the Scheduled
Synchronisation Date or the Early Synchronisation Date, MSEDCL
would facilitate and assist CTU and LEPL to synchronise the
Unit/Project with the Grid on the Scheduled Synchronisation Date
or the Early Synchronisation Date as the case may be.
6.1.2 A Unit may be synchronized to the Grid when:
(i) its construction has been completed in accordance with the
Technical Specifications;
(ii) the Performance Test Procedures and the Operating
Procedures have been agreed to by the Parties;
(iii) it meets all prevailing connection conditions prescribed in
the IEGC and fulfils other requirements provided by Law
for synchronization to the Grid;
(iv) it is capable of being operated safely in accordance with
Prudent Utility Practices; and
(v) CTU has agreed to synchronization and evacuation of
Infirm Power
6.2 Performance Test Procedures
6.2.1 Not later than one hundred and fifty (150) days before the
Scheduled Synchronization Date or the Early Synchronisation
Date, LEPL shall provide MSEDCL with a document specifying the
procedure for Initial Performance Tests and Commissioning
("Performance Test Procedures"). This document shall be
consistent with this Agreement, Technical Specifications, the
IEGC, State Grid code, if applicable and Prudent Utility Practices
and shall also specify the levels of acceptable performance in
each case.
6.2.2 Within thirty (30) days of the receipt of the draft Performance Test
Procedures, MSEDCL shall notify LEPL of any amendments,
deletions or additions that MSEDCL reasonably requires. Such
amendments, deletions or additions shall not be inconsistent with
this Agreement, Technical Specifications, the IEGC, State Grid
code, if applicable and Prudent Utility Practices.28
6.2.3 The Performance Test Procedures shall be mutually finalized
within thirty (30) days of the receipt of MSEDCL's comments. If no
agreement is reached on any issue, the Parties shall meet and
resolve such issue, failing which the issue shall be referred to the
Engineer.
6.2.4 The Parties shall comply with the Performance Test Procedures
established pursuant to Article 6.2.3. MSEDCL shall arrange to
make available necessary load required for LEPL to successfully
complete the Initial Performance Test, Repeat Tests and any
other subsequent test prior to the COD.
6.3 Initial Performance Test
6.3.1 Following the finalization of the Performance Test Procedures
pursuant to Article 6.2, after:
(i) a Unit is complete in all respects in accordance with the
Technical Specifications such that it is capable of safe
operation in accordance with Prudent Utility Practices, the
Consents, and Laws and has been synchronised in
accordance with Article 6.1.1.; and
(ii) that LEPL has delivered MSEDCL and CTU a completion
certificate provided by the Construction Contractor..
LEPL shall, at its own expense, conduct an Initial Performance Test
comprising:
(a) Unit Capacity Tests;
(b) Project Capacity Test; and
(c) Maximum Project Capacity Test.
in accordance with this Article 6.
LEPL shall give MSEDCL and CTU and the Engineer at least thirty
(30) days' prior written notice of the date on which an Initial
Performance Test will commence. MSEDCL may, within ten (10)
working days of the notice received from LEPL, for reasonable
cause, ask for deferment of an Initial Performance Test for up to
fifteen (15) days from the date notified by LEPL and such test shall
be deferred accordingly. LEPL, MSEDCL, CTU and the Engineer
shall each designate and ensure attendance of their authorized
representatives to witness the Initial Performance Test specified in
this Article 6, and to monitor the measurements of various
parameters required to be met under this Agreement. Testing and
measuring procedures used in the Initial Performance Test shall be
in accordance with the Performance Test Procedures pursuant to
Article 6.2.
6.3.2 If the water flow is insufficient to conduct the Unit Capacity Test to
determine the Rated Capacity of the Unit but the Site conditions and
the Grid parameters are within the Technical Limits, then subject to
technical feasibility, such Unit Capacity Test shall be performed
under the available conditions and the results of such unit capacity
test shall be extrapolated in accordance with the procedure agreedYou can also read
