agreement uttaranchal

8/9/2019 Agreement Uttaranchal

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UTTARANCHALPOWER PURCHASE AGREEMENT

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OOAA 051533

"-SATLUJ JAL VIDYUT NIGAM LIMTED.

.,~q AND~ UTT ARA~\ICHAL POWER CORPORATION LIMITED- --- - - - - -- - - - - - - - - - - - - - - - - - - - - -- -- - - -- - -- - - - -- -- --'!J

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~ TillS POWERPURCHASEAGREEMENTentered into on this nnt! dayof December 2005 between SATLUJ JAL VIDYUT NIGAM LTD , a Companyir~orporated under the Companies Act" 1956 having its registered office at lIimkdB\~iiIding,New Shimla-171009. ( hereinafter called "SJVN", which expression shallu~less repugnant to the context or meaning th~reof include its successors and assigns) 11Sparty of the first part anQ UTTARANCHAL POWER CORPORA nON LIMITED,h1einafter referred to as UPCL gener:ally referred to as "Bulk Power Customer" whichexpressions shall unless repugnant to the context shall include their respective successorsand assigns 11Sparty of the second partj

1 Whereas, Saliui Jal Vid)Lll Nigam LtJ.is a generating company formed as,a ibint ventll/'(~between (;()V~,0" India ,lIlll Clew!. or IIimacha I Pradesh. S.lVN has set lipN,}thpa .Ihakri Ifydro-elcctric Puwer Proy.:ct located in the districts of Shimla and Kinnaur~-:,' ~

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of Ilimachal Pradesh (hereinaf'ter specifically rct'erred to as "Project") to be operated andmaintainedby S.lVN .NOW, Thererore. in consideration of the prcmises and mutual covenants

and condilionsset f(:rth herein, it is hereby agrced by and belween the parties hereto asrollows:- . '.

1.0 DEFINITIONS:The words/expressions used in this Agreemcnt: unless repugnant to the context,shall hav~ the same mCilnings as respectively assigned to them by the IndianElectricity Act, 1910 and the Electricity (Supply) Act, 1948 and Electricity Act2003, as amended from time to time and the rulcs framed thereunder or by anynew bill, rule and Act that would come into force as a substitute or otherwise tothe above stated Acts. The words/expressions mentioned below shall have thesamemeanings as respectively assigned to thcm hercunder:- . .

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ineans Bulk Powcr Transmission Agreement.meansCentral Electricity Authority.mcansCentral Electricity Regulatory Commission.meansGovernment of India.

\meansGovernment of the State of HimachalPradesh.-

means Indian Electricity Grid Code.means Letter of Credit.means English Calendar month.means Ministry of Power.means lhc slate or compon!.:ntwhen it is notavailable to perform its intended function due tosomeevent directly associatedwith that component. ~

I) POWER GRID means Power Grid Corporation of India Limited.

,l'I'II.k) Power/Energy means the electrical power/energy.

n) NREB0) NRLDC I

meansNorqlern Regional Electricity Board.

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m) REA lIleans period ic energy account incl udingamendments thereof, if any, prepared by NREBshowing exchange of energy among the variousconstituents ofNREB.f

meansNorthern Regional Load Despatch Centre.2"r. ~/ -

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a) BpTAb) CEAc) CERCd) G.O.I. e) GOHp

f) IEGCg) LCh) Month ':i) MOPi) Oulage


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1b--, ,.,~ Year means linancial year commencing on 1stApril and

ending on J Isl MardI.

2.0 INSTALLED CAPACITY & ALLOCATION OF POWER:2, I The installed capacity of Nathpa lhakri II.E, Pn~ject is 1500 MW having 6 lll1its

each or2~0 MW. The installed capacity, is however, subject to derating /upratingof the generating units as determined from time to time by CEA or m,lYotheragency auth~rized to do so.

2.2 The allocation of power from the project to the Bulk Power Customer shall be inaccordance with the instructions regarding allocation out of unallocated portion ofpower at the disposal of Gal issued/or to be issued by the MOP, Govt. of India orits authorized agency n'~)mtiine to time which shall form an integral part of thisAgreement.

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2.3. The Generating Unit(s) have been declared commercially operative by SJVN inaccordance with the guidelines specifled by GOI/CEA/CERC. The date ofcommercial operation of each of the units of Nathpa Jhakri H.E.Project will be anintegral part of this Agreement.

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3.0 GENERAL OBLIGATIONS: \

3.1 The energy sppplied under this agreemellt "Shallbe in the form of three phase, 50.hertz alternating current at a voltage of 400 KV. The frequency and voltage ofenergy shall be subject to nuctuations as per provisions contained in IEGC and asamended from time to time except for the reasonsand circumstances beyond thereasonable control of S.lVN. The supply of energy to Bulk Power Customer issubject to olltages as may be necessaryan account of shutdown of generating unitof the project and associated transmission system for inspection, maintenance orrepair or for any other reason beyond the reasonable control of SJVN. The'periodicity and duration of such outages shall be such as may be determined bySlVN in consultation with NREB/NRLDC.. .

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3.2 DELIVERY POINT & EVACUATION OF POWER:

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400 KV Bus bar or any other point designated at the Project shall be the deliverypoint for supply of energy to the Bulk Power Customer. Evacuation of powerfrom the delivery point of the project shall be through the transmission system ofPOWER GRID or any other agency as the case may be. The Bulk PowerCustomer shall make arrangements separately with the concerned .agency forevacuat'ion of power & payments of evacuation chargesetc. and SJVN shall not beresponsible for.the same in any manner.

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4.0 . METERING ARRANGEMENTS:

i!\'i,~Ii!Metering arrangements including its installation, testing, maintenance and

collection, transportation and processing of data required fo.!"energy exchange .

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shall be goverr)edas per the notilication/directives issued or to be issllcdbyC[tRC and f!Sper relcvant provisions conlaincd in IEOC as amendcd /i'om time totimc. Thc p()ints ormclering as deeidcd in NREB I


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necessary elrect 01' tire samc shari bc givcn in thc subsequent bill(s). Ilowever,raymentl)I'such hill(s) shall not he withheld I~ythe Bulk Power Customer.

7.3 Tile seHlement of all disputed current dues shall he governed as per the directivesofCERC/GOI as issued fi'oll1timc to time and the same shall form an integral partof this ;\greement.

8.0 1);\YMENT8.1 .Payment of bills for sllprly of power from the project shall be made by the BulkPower Customer through a confirmed, revolving, irrevocable LeHer of Credit tobe establi~hediFl favour of SJVN for an amount equivalent to 105 percent of their

average monthly billing of preceding 12 months with appropriate bank asmutually acdeptable to the parties. The LC shall be kept valid at all the timeduring the v"lidity of this agreement or extended period. The amount of LC shallbe reviewed lonce in six months. In case of first LC, the amount of LC shall be asintimated by SJVN.lfthe amo(mt of energy supply bill is more than the amount ofleHer of Credit, the paymel)t of the excess amount shall be made by the Bulk

. Power Customer directly on presentation of bill(s). All bank charges sl-lallbeborne by the I3l1lkPower Customer.

8.2 SJVN shall present bill(s) to the said Oankers with a copy to the Bulk PowerCustomer. The bill(s) so presented by SJVN to the said Bankers shall be promptlypaid on their presentation. '

8.3 Notwithstanding the above, the Bulk Power Customer shall arrange to obtainguarantee from their respective State Government as per mutually agreed draft tobe operative prior to the date of commencement of supply from the project infavour of SJVN to guarantee the performa"llceof the obligations of Bulk PowerCustomer to make regular paynients of the energy bill presented by SJVN forpower supplied/to be supplied to l3ulk Power Customer from the project.

9.0 SURCHARGE ON LATE PAYMENT AND REOATE9.1 The provision for levy of surcharge shall be governed as per the notification/

directives/guidelines issued/to be issued by CERC/GOI from time to time as perprevailing statutes and the same shall form an integral part of this agreement.9.2 The provision for allowing rebate shall be regulated as per notification/directives/guidelines issued by CERC/GOI from time to time and the same shallforman integ.-alpartof thisagreement.9.3 Notwitl1standingwhat is containedabove,if the bill(s)are not paidby Bulk PowerCustomer to SJVN within 60 days from the date of billing, SJVN shall have theoption to regulate the supply of energy to Bulk Power Customer in accordancewith the directives/guidelines issued/to be issued by CERC/GOI from time totime.

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ARBITRATIONAll questions, difTerenees or disputes between thc partics arising out of or inconnection with this Agreement save and exec'pt as provided undcr clausc 5.0 ofthis agreclI1entto the cxll:nt or power vested with NREB shall be settled througharbitration by a wrillen notice to the other party or partics requcsting forappointmcnt of sol~ Arbitrator to be lHutually decided by the parties within 30days of receipt of such notice and in case of disagreement, to be decided byChairman, CEA. In the event Chairman, CEA fails to nominate the SoleArbitrator, the Sameshall be appointed in accordancewith the ArbitrationandConciliation Act, 1996. The Arbitration shall bc conducted in accordance with theprovisiQns' of Arbitration and Conciliation Act 1996 and any statutorymodi fications thereto.

10.2 The decision of the Arbitrator shall be final and binding on the parties. The venueof the arbitration proceedings shall be decided by the Arbitrator with the consentof parties. The court of competent jurisdiction at Shimla shall have exclusivejurisdiction in all malleI's arising under this Agreement.The Arbitrator shall reasonably decide his fee. However the Arbitrator's fees andcost of arbitration proceedings. shall be borne equally by the parties. Thearbitrator shall publish the award, within a reasonable time.Notwithstanding the existence of any question, disputes and differences referredto arbitration, the parties hereto shall continue to perform their respectiveobligationsunder thisAgreemenL \FORCE MAJEURE

Both the partiesshall ensurecomplianceof the termsof this agreement. However,no party shall be liable for any claim for any loss or damage whatsoever"arisingout of failure to carry out the terms of this Agreement to the extent that suchfailure is due to force majeure events such as rebellion, mutiny, civil commotion,riot, strike, lock out, epidem ic, plague, fire, explosion, flood, draught, cyclone,'lightning, earthquake, war or other forces, accident or act of God, terrorism,malicious act, landslide, sabotage, communal violence, kidnapping etc. But anyparty clainlirfg the benefit of this clause shall satisfy the other party of theexistence of such an event(s). ' .

12.0 DURATION OF AGREEMENTThis Agreement shall come into force from the date of signing of thisAgreementand shall renlain operative for 35 years from the commercialoperation date of thelast unit of the Project provided that this Agreement may be mutually extended,renewed or replaced by another Agreement on sucl~terms and for such furtherperiod of time as the parties may agree to. However, the provisions of thisAgreement shall, continue to operate till this Agreement..is formally renewed,extended or replaced, incase Bulk Power Customer continue to get power fromthe project even after expiry of this Agreement without further renewal or formalextension thereof.

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No.twithstanding the above, all arrears as per Clauses 6.0 and 7.0 or thisAgreement shall ,continue to be paid by the beneficiaries, beyond the duration of 'this Agreement.

13.0 NOTICESAll notices required or referred to under Agreement shall be in writing and signedby the authorities mentionedherein below unless otherwise notified. Each suchnotice shall be deemed to have been duly served if delivered, or sent by registeredmail leom.ier with an acknowledgement due to the other party

TO & BY SJVN Additional General Manager (Commercial & SO)Satluj .IalVidyut Nigam Ltd.IIimfed Building, New Shimla, Shimla-171009.

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TO & BY UPCL Chief General Manager (Commercial)lJJja Bhawan, Kanwali Road,Dehradull -24800 I.14.0 IMPLEMENTATION OF TilE AGREEMENT:

All discretions to be exercised and directions, approvals, consents and notices tobe given and actions to be taken under these presents unless otherwise expresslyprovidedherein, shall be exercisedand givCJ)_byhe signatoriesto thisAgreementor by the authorized representative(s) that each party may nominate in this behalfand notify in writing to the other party by Registered Post from time to time.Nomination of authorized representative(s) shall be informed likewise in writingby the Bulk Power Customer within one month of signing of the Agreement.It is specifically agreed that this Agreement shall supersede all previousdiscussions and meetings held and correspondence exchanged between BulkPowerCustomerand SJVNin respectof thisAgreementandanydecisionsarrivedat therein in the past and before signing of this Agreement if repugnant to theprovisions made herein and will have no relevance with-reference to matterscovered under this Agreement and no reference of such discussions or meetings orpast correspondence etc. shall be entertained for interpreting this agreement or itsimplementation.

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.\(n wi(lless thereof the panics hereto have caused this Agreement to be executedh~reunder by their duly authorized representalive(s) on the day, month and, year11,:stabove written,

WITNESSI. FOR AND ON BEHALF OF

Uttaranchal 1)owcr Corporation Ltd.U,~~~\\~~S(T Panda)Director (Finance)

,I'"~(~ , I. 1. \) --\ "rvv,': .-:)~ ( I) ) (, -:'(A KAgarwa) . IChief General Manager (Commercial)

l'. FOR AND ON BEHALF OFSatluj Jal Vidyut Nigam LtdO.K. ~ f;~/0

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agreement uttaranchal

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