Model PPA - Power Purchase Agreement for Co-generation
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POWER
PURCHASE AGREEMENT BETWEEN
………........................
AND THIS
DEED OF AGREEMENT
is made this
day of
, (hereinafter called the “Effective Date”), by and between
................. registered under the
............................................and having its registered
office at............................................., hereinafter called
the "Mill", which expression shall, unless repugnant to the
context or meaning thereof, include its successor and assignees as party
of the first part and the UP Power Corporation Limited, a Company
registered under the Company's Act, 1956 ,having its Registered Office at
14, Ashok Marg, Shakti Bhawan, Lucknow, hereinafter called
"UPPCL", which expression shall, unless repugnant to the context
or meaning thereof, include its successor and assignees as party of the
second part. WHEREAS, the Mill is engaged in the business of ………. and other
incidental businesses situated at............... in the State of Uttar
Pradesh, more fully described in Annexure I
attached hereto and made a part hereof and, WHEREAS, UPPCL is an operating electric public utility in the State of
Uttar Pradesh, and has license to supply power in most part of the State. WHEREAS, the Mill desires to produce electric power mainly by using
bagasse and supply part of the electric power so generated by the Mill's
facility to UPPCL, and has approached the U.P. Electricity Regulatory
Commission for permission to do so, and whereas UPERC in exercise of its
power under Section 21 of UP Electricity Reforms Act, 1999 has permitted
the Mill to Generate Electric Energy within a Capacity limit of ……..M.W.
and sell power to the licensee , vide letter No.
…………..dated………, and Whereas, in pursuance of the said permission, the Mill has undertaken to
implement the power generation consent by installing Plant and Equipment
having co-generation capacity of ….. MW at its production facility and
to complete erection, installation and commissioning of the said capacity
and make it operational by ……., and Whereas, the Mill desires to sell all surplus Power generated in the
Mill's facility after its own captive use, i.e.……….M.W., and UPPCL
agrees to purchase all such Power offered by the Mill for sale, under the
terms and conditions set forth herein. Now, therefore, in consideration of promises and mutual agreements,
covenants and conditions set forth herein, it is hereby agreed by and
between the parties as follows: - 1.0.0
Definitions Other than those defined below, the words/expressions used in this agreement, unless repugnant to the context, shall have the meaning assigned to them in the Indian Electricity Act, 1910, Electricity (Supply) Act, 1948, UP Electricity Reforms Act, 1999 and U.P. Electricity Grid Code-2000, as amended from time to time, and the rules framed there under. The words/expressions listed below shall have the meanings respectively assigned hereunder. 1.1
ALDS; means Area Load Dispatch Centre. 1.2 Banking of Power; is the process under which the Mill supplies power to the grid, not with the intention of selling it to either a third party or to a Licensee, but with the intention of exercising his eligibility to draw back this power from the grid at a prescribed time during next financial year, after deduction of the banking charge. 1.3
Bill Meter; means Import and Export Meter on the basis of which energy
purchase Bills shall be raised by the Mill/UPPCL.
1.4
Co-Generation; is defined as a process which simultaneously produces two
or more forms of useful energy (e.g. electric power and steam, electric
power and shaft (mechanical) power etc.). The qualifying requirements for
a process to be termed as co-generation shall be determined in accordance
with the Ministry of Power resolution No. A-40/95-IPC-1 dt. 6.11.96. 1.5
Check Meter; means a Meter for performing a check on the accuracy
of the Bill Import/Export Meter. 1.6
Date of Commercial Operation; means the date on which supply of Energy is
commercially commenced by the Mill to UPPCL. 1.7 Export Meter; means Static Meter for measurement of Active Energy, Maximum demand and Power factor for Energy exported to the Mill from UPPCL's Grid Sub-Station. 1.8 Energy Account Month; means "Period from date of Meter reading in previous month to date of Meter reading in following month" not exceeding 35 days. 1.9 Grid Sub Station means UPPCL Sub Station of 132 KV or higher voltage
connected to the grid. 1.10
Import Meter; means Static Meter for Measurement of Active Energy, Maximum
demand and Power factor for Energy Imported into UPPCL's Grid from the
Mill. 1.11
L.C.; means " revolving and self - replenishing Letter of
Credit". 1.12
Purchase Bill; means a bill raised, that includes all charges to be paid
by UPPCL with respect to sale of Power by the Mill to UPPCL. 1.14
Sister Concern; shall mean another unit owned and operated by the Mill
located at another place within the State of U.P.
1.15
S.T.U.; means State Transmission Utility as notified by the UP Government.
1.16
TOD; means "Time of day”, for the purpose of Metering. 1.17
UPERC; means the U.P. Electricity Regulatory Commission. 1.18
Wheeling; is defined as the movement of Electricity from one premises to
another through Transmission facilities of intervening systems. 2.0.0
EVACUATION OF SURPLUS POWER Power
Purchase and Sale 2.1.1
UPPCL shall accept and purchase all power made available directly to
UPPCL's system from the Mill's facility in accordance with the terms and
conditions of this Agreement, at the basic rate of Rs. 2.25 per KWh
corresponding to the Base Financial Year 1999-2000, with a price
escalation of 5% for each succeeding year and shall be subject to revision
from time to time, without being prejudicial to the interest of either
party, as per UPERC directives. All taxes, duties and other levies imposed
by the Central and/or State Government or other local authorities directly
relating to generation shall be borne and payable by the Mill, while those
relating to sale of electricity, shall be borne and payable by UPPCL.
2.1.2
The price as per Clause 2.1.1 shall apply even in the event of any other
fuel or fuels being used to supplement Bagasse. 2.1.3 The rate applicable to any supply of
electricity by UPPCL to the Mill less the Banked Power (detailed in
Annexure -II) withdrawn, shall be as per the existing tariff agreement for
supply of power executed between UPPCL and the Mill. The payment to UPPCL
under the agreement shall remain unaffected and shall not be linked to
obligations of the parties under this Agreement. If the Mill is not a
consumer of UPPCL it shall pay UPPCL for the power exported by UPPCL less
the Banked Power withdrawn, if any, at a rate which shall be double the
normal high tension industrial (Presently classified as HV2 category)
tariff for the actual units consumed along with demand charges etc.
Minimum consumption guarantee charge provisions shall not apply.
2.1.4 UPPCL
shall not make any payment for the Energy received in excess of 110% of
the contracted ___ M.W. capacity, during any period. 2.1.5 Sale of and accounting for
Power shall be governed by the provisions set out in Annexure-II. 3.0.0
MAINTENANCE REQUIREMENT OF THE MILL The
Mill's annual Maintenance schedule shall normally be from ................
to ........................ . The Mill shall inform UPPCL and the STU
regarding the Maintenance schedule in accordance with provisions of the UP
Electricity Grid Code-2000. 4.0.0 SUPPLY
PLAN
The Mill shall furnish to UPPCL and the State Transmission Utility
a Supply Plan and other information, as required in the UP Electricity
Grid Code-2000 or as desired otherwise. 5.0.0
BILLING PROCEDURE AND PAYMENTS 5.1.0
The Mill shall raise monthly purchase Bills based on the monthly joint
meter reading in the Bill Meter at the UPPCL end. 5.2.0
The Monthly Purchase Bill shall be delivered to UPPCL at its designated
office on or before the fifth (5th) working day of the following month
hereinafter called the Monthly Purchase Bill date. UPPCL shall make full
payment against such Monthly Purchase Bills to the Mill within thirty (30)
working days of the receipt of the Monthly Purchase Bill. In case of any
dispute regarding the bill, UPPCL shall inform the Mill about the same
within fifteen days of receipt of the bill. Rebate @ 2.5% would be
admissible if payment is made within thirty (30) working days through
cheque/Draft/L.C. or any other mode agreed upon. Format of the Monthly
Purchase Bill is given in Annexure III attached hereto and made a part
hereof. 5.3.0
The Mill may exercise the option of receiving payment through a revolving,
self–replenishing, letter of credit of a value equal to the billable
amount corresponding to the maximum amount of energy envisaged to be
supplied in any one month, opened in the favour of the Mill. In this
event, the L.C. opening and maintenance charges
shall be borne by the Mill.
6.0.0
PARALLEL OPERATIONS
UPPCL shall allow the Mill to interconnect and operate in parallel
with UPPCL's system, subject to the provisions of this Agreement and the
UP Electricity Grid Code -2000. 7.0.0
CO-GENERATION FACILITIES OWNED AND OPERATED BY THE MILL
The Mill shall furnish, install, own, operate, and maintain the
equipment described, at greater length, in Annexure I. The Mill shall
follow such operating procedures on its side of the electric
interconnection with UPPCL’s system, as are consistent with applicable
laws, rules and regulations, the terms and conditions of this Agreement,
STU practices, provisions of the UP Electricity Grid Code-2000, and other
related guidelines, if any, issued by UPERC, UPPCL, STU and the concerned
Transmission licensee.
In the event any fuel or fuels are used to supplement bagasse, the
fuel linkage shall be the responsibility of the Mill. The usage shall not
be in excess of the limit set by the Ministry of Power to qualify under
the renewable category. No pass through of cost on account of this shall
be permitted on either side. All
electrical equipments shall be furnished and installed to be in compliance
with the requirements of the Director of Electrical Safety, Government of
Uttar Pradesh. The
Mill further agrees to make no material changes or additions to its
facility, which may have an adverse effect on UPPCL's system, or amend the
single-line diagram, relay list and/or trip scheme given in Annexure I,
without UPPCL's prior written consent. UPPCL agrees that such consent
shall not be unreasonably withheld. Without
prejudice to the foregoing, the Mill shall install, operate, and maintain
its facility in accordance with accepted good engineering practices in the
electric industry. The Mill's operation and Maintenance schedules and
staffing shall be adequate to meet this standard at all times. UPPCL
shall follow such operating procedures on its side of the electric
interconnection point with the Mill, as required to receive Power from the
Mill's facility, without avoidable interruptions or adverse consequences
on the Mill, and consistent with applicable laws, rules and regulations,
and the terms and conditions of this Agreement. 8.0.0
INTERCONNECTION FACILITIES Power from the Mill shall be
transmitted at ........... voltage through a ….....KV line from the Mill
located at .......................................
The Power so transmitted shall be interfaced with UPPCL's 132 KV or
higher grid sub-station located at...................
In case of evacuation of Power to the Grid Sub-Station through a 33
KV line, the full cost of the 33 KV line shall be borne by the Mill.
In case of evacuation through a 132 KV or higher voltage line, 50%
of the cost of the 132 KV or higher voltage line from the Mill to the
designated sub-station of UPPCL would be borne by UPPCL. In addition the
entire cost of interfacing at both ends (the Mill and UPPCL), the
remaining Transmission system, including work at the UPPCL Sub-Station,
cost of bay, tie- line, if any, and replacement/up-gradation of existing
equipment, if any, would be borne by the Mill.
The cost of the Transmission line would be borne by the Mill as per
the above provisions. The
work relating to Transmission and interfacing within the Mill premises
shall be done by the Mill.
The construction of the Transmission Line and other supporting
works indicated above, as the case may be, for evacuation of power, shall
be done by UPPCL or the Mill, at the latter’s discretion. When the work
is undertaken by the Mill, it shall be under the supervision of UPPCL on
the payment of 15% of the cost of the work by the Mill to UPPCL towards
supervision. The technical and other specifications of the work shall be
finalized with UPPCL’s approval and be in accordance with standards and
specifications laid by UPPCL. Construction of 132 KV or higher voltage
lines, for which the cost of the line is shared equally, shall also be
done by UPPCL or the Mill, at the latter’s discretion. The supervision
cost for transmission line only for such ventures, which shall not exceed
15% of the total cost of the line, shall also be shared equally. Such
lines constructed for the evacuation of power from the Mill, shall not be
used for transmitting/supplying power for any other purpose, without a
mutual agreement between the Mill and UPPCL, with the approval of UPERC.
Existing transmission/distribution lines of UPPCL may be utilized for
evacuation of power from the Mill to the Grid sub-station, on the basis of
a mutual agreement between the Mill and UPPCL, with the approval of UPERC. Notwithstanding the above, the work of interfacing at UPPCL 's
Sub-Station will be done by UPPCL only.
The Maintenance of equipment at the generating end shall be done by
the Mill to the satisfaction of UPPCL. The Maintenance of 33/132 KV or
higher voltage lines and terminal equipment at the UPPCL sub-station shall
be done by UPPCL. The Mill
shall be liable to pay annual Maintenance charge @ 1.5% of the total cost
incurred on the power evacuation system inclusive of line, bay and
interfacing at UPPCL's Grid Sub-Station, to UPPCL for the first year. The
Maintenance charges for the subsequent years shall increase in the same
proportion as the increase in the wholesale price index published by the
authorised agency of the Government of India, subject to the proviso that
the increase shall not exceed 5% in any year. The amount for Maintenance
charges would be adjusted from the Power Purchase Billed amount due to the
Mill for the first month of the financial year.
Any work to be done by the Mill shall be up only with a specific
approval and on the basis of approved drawings and specifications from
UPPCL. On the completion of work final approval shall be obtained from
UPPCL. Any other required statutory clearances/compliance would be
obtained by the Mill.
The Mill shall consult UPPCL on the scheme for protection of the
interconnecting line/s and the facilities at both ends, and accordingly
provide the equipment at both ends. The protection system installed by the
Mill shall be checked by UPPCL. Without
limiting the foregoing, the Mill and UPPCL shall install, operate and
maintain the interconnection and parallel operation facility in accordance
with accepted good engineering practices in the electricity industry and
the UP Electricity Grid Code-2000. The
Mill operation and maintenance schedules, and staffing shall be adequate
to meet this standard at all times.
The interconnection facilities, to be provided by the Mill are set
forth in Annexure IV attached hereto and made a part hereof. 9.0.0
PROTECTIVE EQUIPMENT & INTERLOCKING
The interconnection facilities shall include necessary protective
equipment and interlocking devices, which shall be so coordinated that any
malfunctioning or abnormality in the generators or in the bus of the Mill
shall not adversely reflect on or affect UPPCL's grid system. In event of
any malfunctioning or abnormality, the system shall be designed to ensure
that the Mill's breaker trips first to protect the equipment. Prior to
adopting it the Mill shall obtain approval of UPPCL for the protection
logic of the generator system and the synchronisation scheme.
It shall be the responsibility of the Mill to install equipment to
eliminate feeding of reverse power from the Grid to the Mill’s system. 10.0.0 TECHNICAL ASSISTANCE BY UPPCL &
MILL’S RESPONSIBILITY
On request, UPPCL shall provide reasonable technical assistance to
the Mill in preparing the design and specifications of the required
facilities and for laying down the standard operating and maintenance
procedures. The Mill,
however, shall be responsible for procurement, installation, testing,
maintenance and operation of the electrical system installed in the
Mill’s premises. Notwithstanding the above, UPPCL shall not be
responsible for any damage caused to the electrical system/generating set
of the Mill, on account of errors or defects in the design, procurement,
installation, testing, maintenance and operation of the system. 11.0.0 ARRANGEMENTS AT THE POINT OF SUPPLY
The Mill shall make all arrangements for paralleling the set/s with
UPPCL's grid in consultation with and to the satisfaction of UPPCL,
subject to the approval of the Director of Electrical Safety, Government
of Uttar Pradesh. 12.0.0 SYNCHRONISATION
The Mill shall synchronise its power generating set in consultation
with the Executive Engineer, Transmission, in-charge of the ............ sub-station of UPPCL/STU and as per provisions
of the UP Electricity Grid Code-2000. The Mill shall give seven (7) days
prior intimation of the synchronisation programme to the Nodal Officer:
(i)
when commissioning the plant for the first-time,
(ii) when commissioning after
completion of the annual Maintenance programme.
UPPCL shall not be responsible for the damage, if any, caused to
the plant and equipment of the Mill due to failure of the synchronising or
the protective system provided by the Mill. 13.0.0 LIAISON
WITH & ASSISTANCE FROM UPPCL The Mill shall closely liase
with the Nodal Officer of UPPCL and the STU during the period of
Co-generation. During the period this Agreement is in force, the Mill
shall inform the date of commencement of delivery of power to the
designated officials of UPPCL and STU one month in advance and also
arrange for testing and commissioning of the protection system at least 15
days in advance. If requested by the Mill, UPPCL shall extend assistance
for testing, subject to the condition that the Mill shall pay the charges
for such assistance to UPPCL, if so indicated by the concerned Testing
Division of UPPCL. This charge shall be reasonable and be based on the
man-hours devoted by UPPCL staff and their usual levels of remuneration,
and UPPCL equipment used. 14.0.0
METERING
The Mill shall supply, two identical sets of TOD, frequency
sensitive, static meters, with the facility for downloading data to
measure the quantity and time details of the Power exported from and
imported into the Mill, conforming to the specifications approved by
UPPCL, along with all necessary associated equipment. These meters shall
be installed and maintained by UPPCL. These meters shall be installed at
the grid substation of UPPCL at the interconnection point. One set of
export/import meters shall be termed the “Bill Meter” and other set
will serve as the “Check Meter”. The complete metering system
consisting of meters, Current Transformers & Potential Transformers
shall conform to the 0.2 accuracy class, individually and collectively,
and shall comply with the technical standards, accuracy and calibration
requirements of the Indian Electricity Rules and the specifications of the
Bureau of Indian Standard. The
meter readings shall be recorded in the format given in Annexure V &
VI.
The
Meter/Metering system shall be properly sealed and made pilfer proof, to
the satisfaction of both parties. UPPCL
shall, test all the metering equipment for accuracy, in the presence of a
representative of the Mill, if the Mill elects to have a representative
present, at least once every year while the agreement is in force. Either
party may, however, elect to get the meters tested at any time they so
desire, at their own cost, in the presence of the other party. The
meter test results shall be jointly certified by UPPCL's designated
representative and the representative of the Mill. After every testing all
metering equipment and the Metering system shall be securely sealed
jointly by the representatives of UPPCL and the Mill. The
reading and testing of meters and associated equipment shall be in
accordance with accepted good engineering practices in the electricity
industry. Calibration,
inspection and testing of meters and the associated equipment shall be the
responsibility of UPPCL, who shall bear the related costs. Meter
Readings: - Meter readings shall be taken jointly by parties as indicated
below :- (i)
UPPCL side - The Executive Engineer, Electricity Transmission
Division, ............ and Executive Engineer, Electricity Test &
Commissioning Division, ................ jointly, with the proviso that
one of the two may depute one of their Assistant Engineers if he is unable
to be present due to an emergent situation. (ii)
Mill side - Authorised
representative of the Mill. The reading of the Bill Meter
shall form the basis for the energy account, provided that the magnitude
(i.e. absolute value) of the difference between the Check and Bill Meter
reading is within one percent of the Bill Meter reading. If
in any month the readings of the Bill Meter and Check Meter are found to
be doubtful or beyond the permissible 1% deviation indicated above, both
sets of meters shall be checked and calibrated in the presence of
authorised representatives of both the parties. Corrections shall be made, if required, on the basis of the
error detected during this process, in the Power Purchase Bill for the
period between the previous meter readings and the date and time from
which accurate readings become available through replacement or
re-calibration. These corrections shall be full and final for the Power
Purchase Bill of that month. During
the period of checking and calibration of both meters simultaneously
another export and import meter duly calibrated would be installed by
UPPCL. For this purpose, one
spare set of meters would be required to be available with the MILL at all
times. If
the Bill Meter is found to be defective, and the Check meter is found to
be accurate then the reading from the latter shall be used for billing
purpose and the Bill meters would be re-calibrated and re-installed or
replaced by duly tested and calibrated meters, as necessary.
Where error in the Check Meter is indicated beyond permissible
limit but there is no error in the Bill Meter, monthly energy account
would be prepared on the basis of the Bill Meter reading and the Check
Meter shall be immediately re-calibrated and re-installed or replaced as
necessary. If both meters are found to be defective, then the Bill will be
revised on the basis of the in-accuracy discovered in the testing. The
M.R.I. output from the meters shall be considered an authentic document
for verification.
In the event there is a failure of metering that prevents the
availability of readings that are usable for billing purposes then Power
consumption shall be computed on the basis of data available with the
Energy Audit cell of UPPCL and subject to approval of UPERC.
15.0.0
ACCEPTANCE AND APPROVAL OF UPPCL
UPPCL's acceptance or approval for equipment, additions or changes
to equipment, and their operational setting etc., would be required. Such
acceptance/approval shall not be unreasonably withheld and shall be based
on UPPCL's existing policies and practices. 16.0.0
COMMISSIONING OF CO-GENERATION FACILITIES The Mill shall commission the co-generation facility and
synchronise it with UPPCL’s grid by ………. (this date shall be
within the time period specified in the consent letter issued by UPERC). In exceptional circumstances, UPERC may agree to extend the
commissioning date at the request of the Mill or UPPCL. 17.0.0CONTINUITY
OF SERVICE Normally,
supply of generated electricity from the Mill shall be governed by
instructions from the concerned area load dispatch centre, as per the
provisions of the UP Electricity Grid Code-2000. However, UPPCL may
require the Mill to temporarily curtail or interrupt deliveries of power
only when necessary in the following circumstances: - 17.1.0
Repair and/or Replacement and/or Removal of UPPCL’S equipment or any
part of its system that is associated with the Mill's facility; and/or 17.2.0 Endangerment of Safety: If UPPCL determines that the
continued operation of the facility may endanger the safety of UPPCL's
personnel or integrity of UPPCL's electric system, or have an adverse
effect on the provision of electricity to UPPCL’s other
consumers/customers; and/or 17.3.0
Force Majeure Conditions: (defined in 27.0.0 below)
Note: Any necessary inspection, investigation
or maintenance of UPPCL’s equipment or any part of its system that is
associated with the Mill's facility shall be planned by UPPCL to coincide
with the scheduled outage of the Mill’s co-generation system; Before disconnecting the Mill from UPPCL's system, UPPCL shall,
except in the case of an emergent situation, give advance intimation to
the Mill through telephone/wireless or through other means of
communication along with reasons for disconnection, and the likely period
of the disconnection. However, subsequent to disconnection, UPPCL shall
immediately notify the mill by telephone and confirm in writing the
reasons for, and the likely period of, disconnection. During the period so
notified UPPCL shall not be obligated to accept or pay for any power from
the Mill. In any such event as described above, UPPCL shall take all
reasonable steps to minimise the frequency and duration of such
interruptions, curtailments, or reductions. UPPCL
shall avoid scheduling any event described in 17.1.0 above, to the extent
reasonably practical, during the Mill's operations. Where the scheduling of such an event during the Mill's
operations cannot be avoided, UPPCL shall provide the Mill with fifteen
days advance notice in writing to enable the Mill to cease delivery of
Power to UPPCL at the scheduled time. In
order to allow the Mill's facility to remain on-line and to minimise
interruptions to Mill operations, the Mill may provide automatic equipment
that will isolate the Mill's facility from UPPCL's system during major
system disturbances. 18.0.0 DAILY/MONTHLY/ANNUAL
REPORT
The Mill shall submit daily/monthly/annual and other reports on the
format, and as per the procedure, specified in the UP Electricity Grid
Code-2000 or desired by the STU/UPPCL. 19.0.0 INSPECTION
Inspection of premises of the Mill by UPPCL officials without prior
permission or intimation to the Mill shall be permissible during normal
office working hours of the Mill. 20.0.0
CLEARANCES, PERMITS AND LICENSES The
Mill shall obtain, at their expense, all authorisations, permits, and
licences required for the construction, installation and operation of the
Mill's facilities and any interconnection facilities, including but not
limited to, rights-of-way or easements.
UPPCL shall provide reasonable assistance to the Mill to obtain the
same if so requested by the Mill. Cost incurred for these clearances shall
be borne by the Mill. 21.0.0 DURATION
Except where terminated by default, this agreement shall be valid
for ten (10) years from the effective date of the agreement or till the
validity of the consent for captive/co-generation units, whichever is
earlier. 22.0.0
EVENTS OF DEFAULT AND TERMINATION
The occurrence of any of the following events at any time during
the term of this agreement shall constitute a default by the Mill: ·
Failure on the part of the Mill to use reasonable diligence in
operating, maintaining, or repairing the Mill's facility, such that the
safety of persons and property, UPPCL's equipment, or UPPCL's service to
others is adversely affected; or ·
Failure or refusal by the Mill to perform its material obligations under
this agreement; or ·
Abandonment of its interconnection facilities by the Mill or the
discontinuance by the Mill of services covered under this agreement,
unless such discontinuance is caused by force majeure, or an event of
default by UPPCL, or ·
Failure by the Mill to abide by all statutory provisions, rules,
regulations, directions and conditions for installation, operation, and
supply of power and maintenance of co-generation units etc., enforced from
time to time by the Union/State Government, UPERC or other empowered
authorities, including compliance with the UP Electricity Grid Code-2000,
or ·
Failure by the Mill to pay UPPCL any amount payable and due under this
agreement within sixty (60) working days of the demand being raised. The occurrence of any of the following at any time during the term of
this agreement shall constitute a default by UPPCL: - ·
Failure to pay to the Mill any amount payable and due under this
agreement within sixty (60) working days of the receipt of the
bill/monthly purchase bill; or ·
Failure to use reasonable diligence in operating, maintaining, or
repairing UPPCL’s interconnecting facilities, such that the safety of
persons or property in general, or the Mills equipment or personnel are
adversely affected; or ·
Failure or refusal by UPPCL to perform its material obligations under
this agreement; or ·
Abandonment of its interconnection facilities by UPPCL or the
discontinuance by UPPCL of services covered under this agreement, unless
such discontinuance is caused by force majeure or an event of default by
the Mill. Except
for failure to make any payment due, within sixty(60) working days of
receipt of the monthly purchase bill, if an event of default by either
party extends beyond a period of sixty (60) working days after receipt of
written notice of such event of default from the non-defaulting party,
then the non-defaulting party may, at its option, terminate this agreement
by delivering written notice of such termination to the party in default.
Failure
by either UPPCL or the Mill to exercise any of its rights under this
agreement shall not constitute a waiver of such rights. Neither party
shall be deemed to have waived the performance of any obligation by the
other party under this agreement, unless such a waiver has specifically
been made in writing and approved by the UPERC. UPPCL
reserves the right to terminate this agreement upon one months notice to
the Mill, if the Mill’s facility fails to commence production of
electric power within three months from the planned commercial operation
date shown in Annexure 1 and UPERC has rejected the application of the
Mill for extension of date. 23.0.0
COMMUNICATION In order to have effective
co-ordination between UPPCL and the Mill, a designated official shall be
kept on duty round the clock by the Mill and UPPCL in their respective
premises, with information to each other about the name, location,
telephone number etc., of the official. Without prejudice to discharge of
their rightful duties by others, this duty official shall take necessary
action on receiving information about developments from the other party.
The Mill shall provide reliable and effective communication through
wireless/hotline etc., between the Mill & the interconnecting
sub-station of UPPCL and between the Mill and the ALDS. The Mill shall
make provision for an RTU for remote monitoring of voltage, current and
other related electrical parameters, as may be required by the STU. 24.0.0
DISPUTES AND ARBITRATION In
the event of any dispute or difference between the parties concerning
performance of this agreement and/or the rights and liabilities of the
parties in respect of which a procedure for the resolution is not
otherwise provided for in this agreement the following provisions shall
apply: a) Ex. Engineer, Electricity Transmission Division
……………, on behalf of UPPCL, and the authorised representative of
the Mill would be empowered to delineate the nature and material
particulars of the dispute/dissatisfaction and the relief sought, and
serve notice thereof on the other, with copy to the UPPCL Deputy General
Manager of the Transmission Circle under whose jurisdiction the Mill’s
plant is located. b) On receiving such information, the Dy.
General Manager of the Transmission Circle of UPPCL in which the Mill is
located, shall be required to personally meet the authorised
representative of the Mill and the Executive Engineer of the concerned
Transmission Division, at his own office, separately and/or together,
within 15 (Fifteen) days of the date of receipt of such notice, and
attempt in good faith to resolve the dispute to the mutual satisfaction of
the two parties, within the stipulations dictated by the letter and spirit
of the agreement. c) If the dispute is not resolved by way of a
settlement being arrived at and duly signed by each of the above officers
within (30) thirty days of the date of receipt of the notice described in
clause (a) above, the matter may be referred by either or both the above
designated officers of the two parties to the UPPCL General Manager,
Transmission, who has direct supervisory jurisdiction over the Dy. General
Manager referred to above, with information to the Chief Executive of the
Mill. Within 15 days of receipt of such notice, the General Manager and
the Chief Executive of the Mill would be required to meet at the formers
office and endeavour to settle the dispute within a further period of (30)
thirty days. i.e. within a total period of 45 (forty Five) days from the
initial date of receipt of the notice by the General Manager. d) If the said dispute / dissatisfaction
remains unresolved, either party can file a petition before UPERC, whose
decision will be final and binding on both the parties. UPERC shall be
empowered to determine the exact nature and modalities of the procedure to
be adopted in resolving the matter. 25.0.0
INDEMNIFICATION The Mill shall indemnify, defend, and render harm free, UPPCL, its
members, directors, officers, employees and agents, and their respective
heirs, successors, legal representatives and assignees, from and against
any and all liabilities, damages, costs, expenses (including attorneys
fees), losses, claims, demands, action, causes of action, suits, and
proceedings of every kind, including those for damage to property of any
person or entity (including the Mill) and/or for injury to or death of any
person (including the Mill’s employees and agents), which directly or
indirectly result from or arise out of or in connection with negligence or
willful misconduct of the Mill. UPPCL shall indemnify and render harm free the Mill, its directors,
officers, employees and agents, and their respective heirs, successors,
legal representatives and assignees, from and against any and all
liabilities, damages, costs, expenses (including outside attorneys fees),
losses, claims, demands, actions, causes of action, suits and proceedings
of every kind, including those for damage to the property of any person or
entity (including UPPCL) and/or injury to or death of any person
(including UPPCL’s employees and agents), which directly or indirectly
result from or arise out of or in connection with negligence or willful
misconduct by UPPCL. 26.0.0
ASSIGNMENT This Agreement may not be assigned by either UPPCL or the Mill without
the consent in writing of the other party, except that either party may
assign its rights under this Agreement, or transfer such rights by
operation of law, to any corporation with which or into which such party
shall merge or consolidate or to which such party shall transfer all or
substantially all of its assets; provided that such assignee or transferee
shall expressly assume, in writing, delivered to the other party to this
Agreement, all the obligations of the assigning or transferring party
under this Agreement. 27.0.0
FORCE MAJEURE If any party hereto is wholly or partially prevented from performing any
of its obligations under this agreement by reason of or due to lightning,
earthquake, riots, fire, floods, invasion, insurrection, rebellion,
mutiny, tidal wave, civil unrest, epidemics, explosion, the order of any
court, judge or civil authority, change in State or National law, war, any
act of God or a public enemy, or any other similar or dissimilar cause
reasonably beyond its exclusive control and not attributable to its
neglect , then in any such event, such party shall be excused from
whatever performance is prevented by such event, to the extent so
prevented , and such party shall not be liable for any damage, sanction or
loss resulting therefrom. The party invoking this clause shall satisfy the other party of the
occurrence of such an event and give written notice explaining the
circumstances, within seven days to the other party and take all possible
steps to revert to normal conditions at the earliest. Any payments that become/have become due under
this agreement shall not be withheld, on grounds of force
majeure conditions developing. 28.0.0
AUTHORITY TO EXECUTE Each
respective party represents and warrants as follows: - Each party has all necessary rights, powers and authority to execute,
deliver and perform this agreement. The
execution, delivery and performance of this agreement by each respective
party shall not result in a violation of any law or result in a breach of
any government authority, or conflict with, or result in a breach of, or
cause a default under, any agreement or instrument to which either
respective party is a party or by which it is bound. No consent of any person or entity not a party to this
agreement, including any governmental authority, is required for such
execution, delivery and performance by each respective party. All
necessary consents have been obtained, and shall be obtained in the future
as and when they become due. 29.0.0
LIABILITY AND DEDICATION Nothing in this agreement shall create any duty, standard of care, or
liability to be discharged by any person not a party to it. No undertaking by one party to the other under any provision of this
Agreement shall constitute the dedication of that party's system or any
portion thereof to the other party or to the public; or affect the status
of UPPCL as a public utility or constitute the Mill or the Mill's facility
as a public utility. 30.0.0 NODAL
AGENCY OF UPPCL The
Executive Engineer, Transmission of the interconnecting sub-station of
UPPCL shall act as a nodal agency for implementing this Agreement. 31.0.0
AMENDMENTS Any waiver, alteration, amendment or modification of this Agreement or
any part hereof shall not be valid unless it is in writing, signed by both
the parties and approved by UPERC. 32.0.0
BINDING EFFECT This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, legal representatives, and
permitted assignees. 33.0.0
NOTICES Any written notice provided hereunder shall be delivered personally or
sent by registered post, acknowledgement due, or by courier for delivery
on written receipt, with pre-paid postage or courier charges, to the other
party, at the following address: THE EXECUTIVE ENGINEER (Transmission), UPPCL: --------------- --------------- MILL: ----------------- ----------------- Notice delivered personally shall be deemed to have been given when it
is delivered at the office of the .............., of the Mills or to the
office of the Executive Engineer (Transmission) of UPPCL, as the case may
be, at address set forth above and actually delivered to such person or
left with and received by a responsible person in that office. Notice sent by post or courier shall be deemed to have been
given on the date of actual delivery as evidenced by the date appearing on
the acknowledgement of delivery. Any party hereto may change its address for serving a written notice, by
giving written notice of such change to the other party hereto. 34.0.0
EFFECT OF SECTION AND ANNEXURE HEADINGS The
headings or titles of the various sections and annexures hereof are for
convenient reference and shall not affect the construction or
interpretation of any provision of this Agreement. 35.0.0
NON-WAIVER No
delay or forbearance by either party in the exercise of any remedy or
right will constitute a waiver thereof, and the exercise or partial
exercise of a remedy or right shall not preclude further exercise of the
same or any other remedy or rights. 36.0.0
RELATIONSHIP OF THE PARTIES Nothing
in this Agreement shall be deemed to constitute either party hereto as
partner, agent or representative of the other party or create any
fiduciary relationship between the parties. 37.00
ENTIRE AGREEMENT This
agreement constitutes the entire understanding and agreement between the
parties. 38.0.0
GOVERNING LAW
This agreement shall be governed by and construed in accordance
with the laws applicable in the State of Uttar Pradesh
39.0.0
NO PARTY DEEMED DRAFTER The
parties agree that no party shall be deemed to be the drafter of this
Agreement and that in the event this Agreement is ever construed by
arbitrators, or by a court of law, no inference shall be drawn against
either party on account of this Agreement or any provision hereof being
drafted by them. UPPCL and the Mill acknowledge that both parties have
contributed substantially and materially to the preparation of this
Agreement. 40.0.0
APPROVALS Wherever
approvals from either UPPCL or the Mill are required in this Agreement, it
is understood that such approvals shall not be unreasonably withheld. 41.0.0
ANNEXURES
ANNEXURES 1, II, III, IV, V, VI. VII , VIII & IX ARE MADE A
PART OF THIS AGREEMENT. 42.0.0
STANDARD FOR DECISION MAKING All
operational decisions or approvals that are to be made at the discretion
of either UPPCL or the Mill, pursuant to the terms of this agreement,
including specifications and design criteria etc., shall be made or
performed according to good engineering practices prevailing in the
electricity industry. Professional
decisions or activities undertaken by either party for the purpose of
constructing, installing, removing, maintaining or operating any facility,
which may affect the operations of the other party's facility or
facilities, shall be made or performed according to good engineering
practices prevailing in the electricity industry.
IN WITNESS: WHEREOF, UPPCL and the Mill have executed this agreement as of
the........... Day of .......... in the year............. . FOR THE MILL:
FOR UPPCL: NAME:
NAME: DESIGNATION:
DESIGNATION ADDRESS:
ADDRESS WITNESSED BY:
WITNESSED BY: NAME:
NAME DESIGNATION:
DESIGNATION:
ADDRESS:
ADDRESS: ANNEXURE
I THE
MILL’S CO-GENERATION FACILITIES
1.
THE MILL: NAME: LOCATION: CHIEF EXECUTIVE: CONTACT PERSON: MAILING ADDRESS: TELEPHONE NUMBER: FAX NUMBER: EMERGENCY TELEPHONE NUMBER: PERMANENT MAILING ADDRESS: 2.
GENERATING EQUIPMENT: BOILERS: TURBO-GENERATOR SETS: CO-GENERATION VOLTAGE: SPEED: TYPE OF GOVERNOR: TRANSFORMER: FIRST SYNCHRONISATION WITH ______ KV LINE (INITIAL OPERATION DATE): COMMERCIAL OPERATION DATE: 3.0
STIPULATIONS RELATING TO THE FACILITIES: 3.1 For the purpose of this
agreement the Mill's facility includes all real estate, fixtures, and
property owned, controlled, operated or managed by the Mill in connection
with or to facilitate the production, co-generation, transmission,
delivery, or furnishing of electricity or required to interconnect and
deliver the electric Power to UPPCL’s system.
A single-line diagram relay list and trip scheme of the Mill's
facility, reviewed and accepted by UPPCL at the time the Agreement is
signed, shall be attached to this agreement and made part hereof.
The single-line diagram, relay list, and trip scheme shall
expressly identify the point of electrical interconnection of the Mill's
facility to UPPCL’s system. Material
changes or additions to the Mill's generating and interconnection
facilities reflected in the single-line diagram, relay list, and trip
scheme shall be approved by UPPCL. 3.2 The Mill shall furnish, install,
operate and maintain facilities such as breakers, relays, switches,
synchronising equipment, monitoring equipment, and control and protective
devices as suitable for parallel operation with UPPCL’s system and
acceptable to UPPCL. Such
facilities shall be accessible to authorised UPPCL personnel for
inspection, with prior intimation to the Mill 3.3 The Mill shall furnish, in
accordance with UPPCL’s requirements, all conductors, service switches,
fuses, meter sockets, meter and instrument transformer housings and
mountings, switches, meter buses, meter panels, and similar devices
required for the service connection and meter installation at UPPCL's
premises. This equipment shall be installed and Commissioned by UPPCL. 3.4 UPPCL shall review and approve
the design drawings and Bill of Material for the Mill's electrical
equipment, required to interconnect with UPPCL’s system.
The type of electrical equipment, the type of protective relaying
equipment and the settings affecting the reliability and safety of
operation of UPPCL’s and the Mill's interconnected system shall be
approved by UPPCL. UPPCL, at its option, may request witnessing operation of the
control, synchronising, and protection schemes. 3.5 The Mill shall provide a manual
disconnect device, which provides a visible break to separate the Mill's
facilities from UPPCL’s system. Such
a disconnect device shall be lockable in the OPEN position and be readily
accessible to UPPCL personnel at all times. 4.0
Operating Procedures: 4.1 The Mill shall operate its
plant when interconnected with the grid as per the procedure given in the
UP Electricity Grid Code 2000. The overall responsibility of operation and
implementation of the UP Electricity Grid Code-2000 rests with the State
Transmission Utility notified by the State Government. 4.2 The Mill's normal annual
Maintenance shall be carried out from .............to .............. 4.3 The Mill shall notify
UPPCL’s interconnecting sub station and ALDS prior to synchronising a
generator on to or taking a generator off of the system.
Such notification should be as far in advance as reasonably
possible under the circumstances causing the action. 5.0 Single Line Diagram (Annexure IX) Annexure
II 1.0
Sale of and Accounting for
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