\nEffective Date 30th November, 1988
\nMobilisation 15th December, 1988
\nCommencement of Site Works 31st December, 1988
\nTesting for 100MW 15th August, 1989
\nTarget Availability for 100MW 31st August, 1989
\nTesting for Completion Date 1st October, 1989
\nTarget Completion Date 15th October, 1989
\n<\/c><\/s><\/caption>\n<\/table>\n5.02 In the event that the Effective Date occurs, or the instructions
\nreferred to in Clause 3.01 are given, after 30th November, 1988 each of the
\nother dates set out in Clause 5.01 shall be adjusted to occur later by the
\nnumber of days that the Effective Date occurs, or such instructions are given,
\nafter 30th November, 1988.<\/p>\n
5.03 In the event that, due to the fault of HOPEWELL, HOPEWELL fails to
\ncomplete the Power Station as provided in Clause 4.01 within 4 weeks of the
\nTarget Completion Date, HOPEWELL shall pay NAPOCOR for each day thereafter until
\nthe Completion Date as provided in the Third Schedule.<\/p>\n
5.04 In the event that, due to the fault of HOPEWELL, the Completion Date
\nhas not occurred on or before the day falling three hundred (300) calendar days
\nafter the Target Completion Date and it does not appear reasonably likely that
\nthe Completion Date will ever occur HOPEWELL shall pay to NAPOCOR the sum of
\n$4,200,000 by way of liquidated damages but shall have no other liability in
\nrespect of such failure to complete the Power Station other than that provided
\nin Clause 15.01 and upon such sum becoming payable, or being paid by HOPEWELL
\nprior to it becoming due, HOPEWELL shall have no further liability to make
\npayments pursuant to Clause 5.03.<\/p>\n
5.05 Upon substantial completion of the Power Station, HOPEWELL may certify
\nthat the Power Station has successfully completed its testing and that
\naccordingly the Completion Date has occurred notwithstanding that the Power
\nStation is unable to produce 200 MW or to achieve the heat rates provided in
\nSection 9 of Part A of the Second Schedule but in that event adjustments shall
\nbe made to the Capacity Fees and Energy Fees as provided in the Eighth Schedule.<\/p>\n
6. TESTING<\/p>\n
6.01 The parties shall meet and agree procedures, standards, protective
\nsettings and a programme for the testing of the Power Station in accordance with
\nthe Fourteenth Schedule and NAPOCOR undertakes to take all electricity generated
\nduring any such testing.<\/p>\n
6.02 HOPEWELL shall give to NAPOCOR not less than 14 days’ notice, or such
\nlesser period as the parties hereto may agree, of its intention to commence any
\ntesting.<\/p>\n
6.03 During the Co-operation Period, in order to ensure the proper
\nfunctioning and maintenance of the Power Station, HOPEWELL shall be<\/p>\n
9<\/p>\n
13
\nentitled to require that each gas turbine be operated for a period of two hours
\nin each Month including start up time.<\/p>\n
6.04 NAPOCOR shall ensure that there is made available for any testing
\nsupplies of fuel, start up electricity and water in sufficient quantity for the
\nproper carrying out of such testing and of the quality specified in the
\nSchedules hereto.<\/p>\n
6.05 The cost of the fuel to be supplied by NAPOCOR pursuant to Clause 6.04
\nshall be for NAPOCOR’s account.<\/p>\n
6.06 NAPOCOR shall ensure that the Transmission Line is installed and
\nconnected in time for the first testing to take place in accordance with the
\nagreed programme and that it is by such time capable of operating within the
\nspecifications set out in the Fifth Schedule.<\/p>\n
6.07 NAPOCOR and\/or its experts shall be entitled to be present at any
\ntesting.<\/p>\n
6.08 Forthwith upon the completion of any testing HOPEWELL shall certify
\nwhether or not the Power Station has satisfied such test and shall provide
\nNAPOCOR with a copy of such certificate.<\/p>\n
7. CONDITIONS PRECEDENT<\/p>\n
7.01 It shall be a condition precedent to this Agreement that by 30th
\nNovember 1988, or such later date as the parties hereto may agree, the following
\nare supplied to NAPOCOR by HOPEWELL, each in form and substance satisfactory to
\nNAPOCOR or that such a condition precedent is waived by NAPOCOR:<\/p>\n
(i) copies of the Memorandum and Articles of Association of
\n HOPEWELL, as certified by the company secretary of HOPEWELL in
\n a manner satisfactory to NAPOCOR:<\/p>\n
(ii) copies of resolutions adopted by HOPEWELL’s Board of Directors
\n authorising the execution, delivery and performance by
\n HOPEWELL of this Agreement certified by the company secretary
\n of HOPEWELL in a manner satisfactory to NAPOCOR;<\/p>\n
(iii) approval of the Central Bank to make payments to HOPEWELL in
\n dollars as provided in this Agreement; and<\/p>\n
(iv) a bond or guarantee of a financial institution acceptable to
\n NAPOCOR in respect of HOPEWELL’s obligations under Clause
\n 5.04.<\/p>\n
7.02 It shall be a condition precedent to this Agreement that by 30th
\nNovember 1988, or such later date as the parties hereto may agree, the following
\nare supplied to HOPEWELL by NAPOCOR, each in form and substance satisfactory to
\nHOPEWELL or that such a condition precedent is waived by HOPEWELL:<\/p>\n
10
\n 14<\/p>\n
(i) copies of the Charter and By-Laws of NAPOCOR, and of
\n resolutions adopted by its Board of Directors authorising the
\n execution delivery and performance by NAPOCOR of this
\n Agreement, each certified by the corporate secretary of
\n NAPOCOR in a manner satisfactory to HOPEWELL;<\/p>\n
(ii) copies of such consents, licences, permits, approvals and
\n registrations by or with any governmental agency or other
\n authority in the Philippines as may be necessary to ensure
\n the validity and binding effect of this Agreement and to
\n permit the performance by NAPOCOR of its obligations under
\n this Agreement;<\/p>\n
(iii) a certificate of the corporate secretary of NAPOCOR
\n confirming that all necessary corporate and other approvals
\n and action have been duly obtained and taken for the
\n execution, delivery and performance by NAPOCOR of this
\n Agreement;<\/p>\n
(iv) a copy of the lease to NAPOCOR of the Site, certified by the
\n corporate secretary of NAPOCOR in a manner satisfactory to
\n HOPEWELL together with the agreement of the lessor and
\n NAPOCOR that, in the event NAPOCOR shall fail to pay any
\n rental or perform any of its obligations when due under the
\n said lease, HOPEWELL or its assignee shall be entitled, at
\n its sole option, to pay such rental or perform such
\n obligation on behalf and for the account of NAPOCOR;<\/p>\n
(v) evidence that the lease referred to in paragraph (iv) above
\n has been recorded in the office of the Register of Deeds and
\n that HOPEWELL’s interest in the Site has been duly recorded
\n on such lease and in the office of the Register of Deeds; and<\/p>\n
(vi) a legal opinion of NAPOCOR’s General Counsel in the form set
\n out in the Thirteenth Schedule.<\/p>\n
7.03 It shall be a condition precedent to this Agreement that by 30th
\n November 1998, or such later date as the parties hereto may agree, the
\n following are received by HOPEWELL, each in form and substance
\n satisfactory to HOPEWELL or that such a condition precedent is waived
\n by HOPEWELL:<\/p>\n
(i) a performance undertaking of the Republic of the Philippines
\n in respect of NAPOCOR’s obligations hereunder duly executed
\n and delivered by the Republic of the Philippines in the form
\n set out in the Eleventh Schedule;<\/p>\n
(ii) copies of all such consents, licences, permits, approvals and
\n registrations by or with any governmental agency or other
\n authority in the Philippines as may be necessary to ensure
\n the validity and binding effect of the Performance
\n Undertaking, and to permit the performance by the Republic of
\n the Philippines of its obligations thereunder;<\/p>\n
11
\n 15<\/p>\n
(iii) a legal opinion of the Secretary of Justice of the Republic
\n of the Philippines as to the validity, enforceability and
\n binding effect of the Performance Undertaking in form and
\n substance satisfactory to HOPEWELL;<\/p>\n
(iv) the Accession Undertaking, duly executed by HOPEWELL
\n PHILIPPINES; and<\/p>\n
(v) each of the documents referred to in the Ninth Schedule,<\/p>\n
it is understood that NAPOCOR shall not be responsible to ensure that any of the
\nabove is received by HOPEWELL.<\/p>\n
7.04 If the Effective Date has not occurred by 30th November, 1988 it
\nshall be a condition precedent to this Agreement that HOPEWELL has notified
\nNAPOCOR that it has been able to arrange for the purchase of appropriate gas
\nturbines and auxiliaries for the construction of the Power Station.<\/p>\n
7.05 If, on or before the 15th January 1989, or such later date as the
\nparties hereto may agree, the Effective Date has not occurred, NAPOCOR shall
\nreimburse and indemnify HOPEWELL for all costs and liabilities incurred by
\nHOPEWELL in respect of its obligations under Clause 3 provided that NAPOCOR has
\ngiven its prior written approval to HOPEWELL incurring such cost or liability;
\nNAPOCOR’s obligations under this Clause 7.05 shall be effective notwithstanding
\nthat the Effective Date has not occurred or that all or any of the conditions
\nprecedent set out in Clauses 7.01, 7.02, 7.03 and 7.04 have not been satisfied
\nor waived.<\/p>\n
7.06 In the event that the lease referred to in Clause 7.02(iv), or any
\nof the approvals, consents, registrations, exemptions or other rights, laws or
\nregulations referred to in Clause 7.02, 7.03 or the Ninth Schedule is
\nsubsequently terminated, withdrawn, rescinded or amended or any new required
\nextension, approval, consent or registration cannot be obtained and as a result
\nthereof the interest of HOPEWELL in the Site, the Project or the Power Station
\nand\/or HOPEWELL’s expectation of its economic return (net of tax or other
\nimposition) on its investment is materially reduced, prejudiced or otherwise
\nadversely affected (including, without limitation, any restriction on the
\nability to remit funds in dollars outside of the Philippines) then the parties
\nhereto shall meet and endeavour to agree on amendments to this Agreement and if
\nafter 60 days no such agreement has been reached the provisions of Clause 17.01
\nshall apply.<\/p>\n
7.07 NAPOCOR and HOPEWELL shall meet and jointly certify that this
\nAgreement is no longer conditional and that the Effective Date has occurred.<\/p>\n
7.08 If all the conditions set forth in Clauses 3.01, 7.01, 7.02, 7.03
\nand 7.04 hereof have not been satisfied as of 1st January, 1989, the parties
\nhereto shall meet and endeavour to agree a new effective date; if no agreement
\nis reached on or before 15th January, 1989, this Agreement shall, subject to
\nClause 7.05, be declared automatically cancelled (except as required in respect
\nof Clause 7.05) and the<\/p>\n
12<\/p>\n
16<\/p>\n
parties shall have no liability with respect to each other except as provided
\nin Clause 7.05.<\/p>\n
8. Operation of the Power Station<\/p>\n
8.01 HOPEWELL shall, at its own cost, be responsible for the management,
\noperation, maintenance and repair of the Power Station during the Co-operation
\nPeriod and shall use its best endeavours to ensure that the Power Station is in
\ngood operating condition and capable of converting fuel supplied by NAPOCOR into
\nelectricity in a safe and stable manner within the Operating Parameters.<\/p>\n
8.02 Notwithstanding Clause 8.01, it is understood and agreed by NAPOCOR
\nthat in order to undertake necessary overhaul, maintenance, inspection and
\nrepair HOPEWELL shall be entitled to periods of Downtime as provided in the
\nSixth Schedule and, by not later than the Completion Date and each anniversary
\nthereof, the parties hereto shall agree an annual schedule for Downtime during
\nthe course of the succeeding year which shall be revised as provided in the
\nSixth Schedule.<\/p>\n
8.03 HOPEWELL undertakes that during the Co-operation Period, subject to
\nthe supply of the necessary fuel pursuant to Clause 9 and to the other
\nprovisions hereof, it will operate the Power Station to convert such fuel into
\nelectricity in accordance with Clause 10.<\/p>\n
8.04 In pursuance of its obligations under Clause 8.01 HOPEWELL shall have
\nfull right to:<\/p>\n
(i) enter into contracts for the supply of materials and
\n services, including, contracts with NAPOCOR;<\/p>\n
(ii) appoint and remove consultants and professional advisers;<\/p>\n
(iii) purchase replacement equipment;<\/p>\n
(iv) appoint, organise and direct staff, manage and supervise
\n the Power Station;<\/p>\n
(v) establish and maintain regular inspection, maintenance and
\n overhaul procedures; and<\/p>\n
(iv) do all other things necessary or desirable for the running of
\n the Power Station within the Operating Parameters.<\/p>\n
8.05 NAPOCOR shall ensure that all infrastructural requirements and
\nutilities necessary for the operation of the Power Station within the Operating
\nParameters are made available in a timely fashion and accordingly shall at its
\nown cost, inter alia:<\/p>\n
(i) ensure that there is provided to the Site water, electricity,
\n telephone, telex and fax as provided in Section VI of the
\n First Schedule the cost of the utilization of which) other
\n than electricity) and normal fees shall be for HOPEWELL’s
\n account; and<\/p>\n
13
\n 17<\/p>\n
(ii) maintain and repair the Transmission Line to ensure that at
\n all times it is capable of operating within the
\n specifications set out in the Fifth Schedule.<\/p>\n
8.06 NAPOCOR and HOPEWELL shall, from time to time, meet and discuss and
\nagree safety guidelines for the operation of the Power Station within the
\nOperating Parameters and following such agreement HOPEWELL shall operate the
\nPower Station within such safety guidelines.<\/p>\n
8.07 HOPEWELL shall operate the Power Station in accordance with all
\nenvironmental and other Philippine and local laws and regulations in force as at
\nthe date of this Agreement and shall comply with any changes in such laws and
\nregulations and with any new laws and regulations provided that if to comply
\nwith such changes or new laws and regulations would:<\/p>\n
(i) result in the Power Station being unable to operate in
\n accordance with the Specifications or within the Operating
\n Parameters; or<\/p>\n
(ii) in the opinion of HOPEWELL, result in the interest of
\n HOPEWELL in the Site, the Project or the Power Station and\/or
\n HOPEWELL’s expectation of its economic return (net of tax or
\n other imposition) on its investment being materially reduced,
\n prejudiced or otherwise adversely affected,<\/p>\n
then the parties shall meet and endeavour to agree on amendments to this
\nAgreement and if after 60 days no such agreement has been reached the provisions
\nof Clause 17.01 shall apply.<\/p>\n
8.08 Availability will be determined by reference to Downtime calculated
\nas provided in the Sixth Schedule and the parties will agree an annual schedule
\nof Availability which shall be reviewed from time to time; in agreeing such
\nAvailability Schedule HOPEWELL shall take account of the requirements of NAPOCOR
\nbut in no event shall HOPEWELL be obliged to agree to Availability in excess of,
\nor at times other than, that permitted after taking account of Downtime.<\/p>\n
9. Supply of Fuel<\/p>\n
9.01 Throughout the Co-operation Period NAPOCOR shall at all times
\nsupply and deliver all fuel and (except in the case of a Black Start) start up
\nelectricity required by HOPEWELL and necessary for the Power Station to generate
\nthe electricity required to be produced by it pursuant to Clause 10.<\/p>\n
9.02 The cost of the fuel to be supplied by NAPOCOR pursuant to Clause
\n9.01 shall be for NAPOCOR’s account.<\/p>\n
9.03 All fuel and start up electricity to be supplied by NAPOCOR shall
\nbe of the quality and supplied and delivered in the manner described in the
\nFourth Schedule.<\/p>\n
14 <\/p>\n
18
\n9.04 All fuel shall be tested as provided in the Fourth Schedule, and
\n HOPEWELL shall, at all times, be entitled to reject any fuel if the
\n results of any test relating to it show that it does not comply with
\n the Fuel Specifications but NAPOCOR shall not have any liability to
\n HOPEWELL for damage to the Power Station resulting from the fuel not
\n complying with the Fuel Specifications.<\/p>\n
9.05 NAPOCOR shall ensure that at all times the necessary stocks as required
\n by HOPEWELL are stored at adjacent to the Site or are available for
\n immediate delivery to the Site.<\/p>\n
9.06 NAPOCOR and HOPEWELL shall enter into a fuel management agreement as
\n further described in the Fourth Schedule pursuant to which HOPEWELL
\n shall agree to manage, but shall have no responsibility for security in
\n respect of the fuel of NAPOCOR which has been delivered to the off Site
\n fuel tanks upon the terms and conditions therein appearing and subject
\n to the payment by NAPOCOR of the fees therein provided.<\/p>\n
10. SUPPLY OF ELECTRICITY<\/p>\n
10.01 Subject to NAPOCOR supplying the necessary fuel and start up
\n electricity pursuant to Clause 9, HOPEWELL agrees to convert such fuel
\n into electricity and NAPOCOR agrees to take all electricity requested
\n by NAPOCOR in accordance with the procedures set out in the Sixth
\n Schedule and the Operating Parameters set out in the Second Schedule.<\/p>\n
10.02 The quantities of electricity delivered to NAPOCOR by HOPEWELL from
\n time to time shall be monitored, measured and recorded in accordance
\n with the provisions of the Seventh Schedule.<\/p>\n
10.03 HOPEWELL shall notify NAPOCOR promptly of the occurrence of any event
\n (other than scheduled Downtime) which results or may result in the
\n Power Station being unable to operate in accordance with the
\n Specifications and within the Operating Parameters.<\/p>\n
10.04 The place for delivery of the electricity shall be the Delivery Points.<\/p>\n
11. FEES<\/p>\n
11.01 In respect of each Month from the Completion Date until and including
\n the Month in which the Transfer Date falls NAPOCOR shall pay to
\n HOPEWELL PHILIPPINES Capacity Fees, Energy Fees and Start Up Fees
\n calculated as provided in the Eighth Schedule.<\/p>\n
11.02 In respect of each Month HOPEWELL will deliver to NAPOCOR an invoice in
\n respect of Capacity Fees, Energy Fees and Start Up Fees for such Month
\n and NAPOCOR shall pay to HOPEWELL the amount of such invoice within 30
\n days after the delivery of such invoice.<\/p>\n
11.03 All fees payable to HOPEWELL pursuant to this Clause shall be paid
\n together with Value Added Tax thereon (which shall be separately <\/p>\n
15
\n 19<\/p>\n
stated in all invoices) in dollars in respect of the dollar portion and in
\npesos in respect of any pesos portion and each sum payable shall be increased
\nso as to ensure that after NAPOCOR has deducted therefrom any and all taxes or
\ncharges required to be deducted therefrom by NAPOCOR there remains a sum equal
\nto the amount that would have been payable to HOPEWELL had there been no
\nrequirement to deduct or withhold such taxes or other charges.<\/p>\n
11.04 NAPOCOR shall pay to HOPEWELL Energy Fees in respect of all
\nelectricity generated during commissioning and testing.<\/p>\n
11.05 NAPOCOR shall pay to HOPEWELL Energy Fees and Start Up Fees calculated
\nas provided in the Eighth Schedule in respect of any requested energy and
\nrequested start up prior to the start of the Co-operation Period.<\/p>\n
11.06 NAPOCOR shall pay HOPEWELL Capacity Fees calculated as provided in the
\nEighth Schedule in respect of the period, if any, from the Completion Date
\nuntil the Target Completion Date.<\/p>\n
11.07 In respect of each month, HOPEWELL will deliver to NAPOCOR an invoice
\nin respect of Capacity Fees, Energy Fees and Start Up Fees payable pursuant to
\nClauses 11.04, 11.05 or 11.06 for such month and NAPOCOR shall pay to HOPEWELL,
\nthe amount of such invoice within 30 days after the delivery of such notice.<\/p>\n
11.08 If any amount payable by NAPOCOR hereunder whether in respect of fees
\nor otherwise is not paid on or before the due date NAPOCOR shall pay interest
\nthereon, calculated at the rate of Prime plus 3% p.a. if the amount was due in
\ndollars and the T-Bill Rate plus 3% p.a. if the amount was due in pesos, from
\nthe date upon which it was due until the date upon which such amount is
\nreceived by HOPEWELL.<\/p>\n
11.09 All payments made by NAPOCOR hereunder shall be made free and clear of
\nand without any deduction for or on account of any set-off, counterclaim, tax
\nor otherwise except as required by law.<\/p>\n
11.10 If NAPOCOR disputes the amount specified in any invoice it shall so
\ninform HOPEWELL within seven (7) days of receipt of such invoice; if the
\ndispute is not resolved by the due date NAPOCOR shall pay the undisputed amount
\non or before such date and the disputed amount shall be resolved within
\nfourteen (14) days of the due date for such invoice and any sum paid to
\nHOPEWELL shall be paid together with interest pursuant to Clause 11.08 from the
\ndue date of such invoice.<\/p>\n
12. FOREIGN EXCHANGE<\/p>\n
12.01 All sums payable to HOPEWELL in dollars shall be payable in dollars in
\nHong Kong, in same-day funds not later than 11:00 a.m., Hong Kong time, on the
\nday when payment is due, to the account of HOPEWELL (which HOPEWELL shall
\nnotify to NAPOCOR) at Citibank, N.A. of Citicorp Centre, 18 Whitfield Road,
\nCauseway Bay, Hong Kong or such other account as HOPEWELL may specify and is
\nacceptable to NAPOCOR.<\/p>\n
16
\n 20
\n12.02 Any costs incurred by NAPOCOR in connection with the remittance of
\nfunds outside the Philippines may be deducted from the amount so remitted up to
\na maximum amount equal to 0.15% of the amount remitted, all other costs incurred
\nin making payments in accordance with the terms of this Agreement shall be for
\nNAPOCOR’s account.<\/p>\n
12.03 All sums payable to HOPEWELL in pesos shall be payable in pesos in
\nManila, in same-day funds not later than 11.00 a.m., Manila time, on the day
\nwhen payment is due, to the account of HOPEWELL with a bank in Manila that
\nHOPEWELL shall specify to NAPOCOR.<\/p>\n
12.04 In the event that any payment, whether pursuant to judgment or
\notherwise, upon prompt conversion to dollars and transfer to Hong Kong, as
\nprovided in Clause 12.01, does not result in payment of the dollar amount
\nstipulated in this Agreement, HOPEWELL shall be entitled to immediate payment
\nof, and shall have a separate cause of action, for the dollar deficiency.<\/p>\n
13. INSURANCE<\/p>\n
HOPEWELL shall be responsible to ensure there is effected insurance as
\nprovided in the Tenth Schedule.<\/p>\n
14. TRANSFER OF OWNERSHIP<\/p>\n
14.01 On the Transfer Date HOPEWELL shall transfer to NAPOCOR, free from any
\nlien or encumbrance created by HOPEWELL and without the payment of any
\ncompensation, all its right, title and interest in and to the fixtures,
\nfittings, plant and equipment (including test equipment and special tools) and
\nall improvements comprising the Power Station.<\/p>\n
14.02 Six months prior to the Transfer Date, NAPOCOR and HOPEWELL shall meet
\nand agree the inventories involved, the mechanics of transfer and security
\narrangements but HOPEWELL shall not be liable for any discrepancies between such
\ninventories and the actual fixtures, fittings, plant and equipment transferred
\nprovided that following agreement on inventories HOPEWELL shall exercise the
\nsame care regarding the fixtures, fittings, plant and equipment and all
\nimprovements therein as it did prior to agreeing the same and provided further
\nthat NAPOCOR shall be entitled to provide a security unit within the Site.<\/p>\n
14.03 The Power Station and all other equipment transferred pursuant to this
\nClause 14 shall be transferred on an “as is” basis and any warranties which
\nwould otherwise be implied by statute or otherwise, including, without
\nlimitation, warranties as to title, fitness for the purpose, the absence of
\npatent or inherent defects, description or otherwise of whatsoever nature will
\nbe excluded and after the Transfer Date HOPEWELL shall be under no liability
\nwhatsoever to NAPOCOR in respect of the operation or otherwise of the Power
\nStation by NAPOCOR or a person designated by NAPOCOR and NAPOCOR shall indemnify
\nand keep indemnified HOPEWELL against any liability to any person arising from<\/p>\n
17
\n 21
\nthe use or operation of the Power Station after the Transfer Date Provided
\nhowever that HOPEWELL shall subrogate or assign to NAPOCOR any and all rights
\nand benefits which it is able to subrogate or assign of any unexpired warranties
\nin respect of the building, plant and equipment of the Power Station under
\napplicable laws or otherwise.<\/p>\n
14.04 NAPOCOR shall be responsible for all costs and expenses (including
\nlegal fees and taxes or duties) incurred in connection with the transfer
\nreferred in this Clause 14 and shall at its own cost obtain or effect all
\ngovernmental and other approvals, licences, registrations and filings and take
\nsuch other action as may be necessary for the transfer contemplated in this
\nClause 14, and reimburse HOPEWELL on demand for all such costs and expenses
\nincurred by HOPEWELL in respect of such transfer.<\/p>\n
15. LIABILITY<\/p>\n
15.01 In the event that, in breach of its obligations hereunder, HOPEWELL
\nfails to construct the Power Station, HOPEWELL shall reimburse and indemnify
\nNAPOCOR for all costs and liabilities incurred by NAPOCOR in respect of
\nNAPOCOR’s obligations under Clause 2 or Clause 3.<\/p>\n
15.02 HOPEWELL’s liability to NAPOCOR arising from any breach of this
\nAgreement or otherwise in connection with the design, construction and operation
\nof the Power Station shall be limited to payments as provided in Clauses 5.03,
\n5.04 and 15.01 and the penalties as provided in Sections 5.1 and 5.2 of the
\nEighth Schedule.<\/p>\n
15.03 NAPOCOR shall indemnify and hold HOPEWELL, its officers and employees
\nharmless against any claims of any person who directly or indirectly suffers as
\na result of an interruption of electricity supply or any other disruption or
\nsurge of electricity supply arising out of or in connection with this Agreement
\nand\/or the design, construction, equiping, testing, commissioning and\/or
\noperation of the Power Station and any of HOPEWELL’s, its officers’ or
\nemployees’ actions or omissions in connection with the same.<\/p>\n
15.04 Subject to Clause 15.03, HOPEWELL shall hold NAPOCOR, its officers and
\nemployees free of and harmless from any claims or suits of any third party,
\nother than claims for economic loss, arising from HOPEWELL’s operation of the
\nPower Station.<\/p>\n
15.05 Except where otherwise stated in this Agreement, the duties,
\nobligations and liabilities of the parties hereto are intended to be several and
\nnot joint or collective and nothing contained in this Agreement shall be
\nconstrued to create an association, trust, partnership or joint venture amongst
\nthe parties hereto and each party shall be liable individually and severally for
\nits own obligations under this Agreement.<\/p>\n
18
\n 22
\n16. FORCE MAJEURE<\/p>\n
16.01 No failure or omission to carry out or observe any of the terms,
\nprovisions or conditions of this Agreement shall give rise to any claim by any
\nparty hereto against any other party hereto, or be deemed to be breach of this
\nAgreement if the same shall be caused by or arise out of:<\/p>\n
(a) (other than as referred to in paragraph (b) below), any war,
\n declared or not or hostilities, or of belligerence, blockade,
\n revolution, insurrection, riot, public disorder,
\n expropriation, requisition, confiscation or nationalization,
\n export or import restrictions by any governmental authorities,
\n closing of harbours, docks, canals, or other assistances to or
\n adjuncts of the shipping or navigations of or within any
\n place, rationing or allocation, whether imposed by law, decree
\n or regulation by, or by compliance of industry at the
\n insistence of any governmental authority, or fire, unusual
\n flood, earthquake, storm, lightning, tide (other than normal
\n tides), tidal wave, perils of the sea, accidents of navigation
\n or breakdown or injury of vessels, accidents to harbours,
\n docks, canals, or other assistances to or adjuncts of the
\n shipping or navigation, epidemic, quarantine, strikes or
\n combination of workmen, lockouts or other labour disturbances,
\n or any other event, matter or thing, wherever occurring, which
\n shall not be within the reasonable control of the party
\n affected thereby; or<\/p>\n
(b) war, declared or not or hostilities involving the Republic of
\n the Philippines, or of belligerence, blockade, revolution,
\n insurrection, riot, public disorder, expropriation,
\n requisition, confiscation or nationalization by or involving
\n the Republic of the Philippines, export or import restrictions
\n by any governmental, regional or municipal authorities of or
\n within the Republic of the Philippines, closing of harbours,
\n docks, canals, or other assistances to or adjuncts of the
\n shipping or navigation of or within the Republic of the
\n Philippines, rationing or allocation, whether imposed by law,
\n decree or regulation by, or by compliance of industry at the
\n insistence of, any governmental authority of or within the
\n Republic of the Philippines, or any other event, matter or
\n thing, wherever occurring, which shall be within the
\n reasonable control of NAPOCOR or the government of the
\n Republic of the Philippines or any agency or regional of
\n municipal authority thereof,<\/p>\n
each of the foregoing event, matters or things being called “Force Majeure” in
\nthis Agreement.<\/p>\n
16.02 Notwithstanding Clause 16.01 NAPCOR (i) shall not be entitled to claim
\nfor itself Force Majeure in respect of any Force Majeure mentioned in
\nsub-paragraph (b) of Clause 16.01; and (ii) shall not be relieved of its
\nobligation to make payments of Capacity Fees as<\/p>\n
19 <\/p>\n
23
\nprovided in Clause 11.01 by the occurrence of any Force Majeure mentioned in
\nsub-paragraph (b) of Clause 16.01 whether affecting NAPOCOR or HOPEWELL.<\/p>\n
16.03 The party invoking Force Majeure shall:<\/p>\n
(a) notify the other parties as soon as reasonably possible by
\n telex or cable of the nature of the Force Majeure and the
\n extent to which the Force Majeure suspends the affected
\n party’s obligations under this Agreement; and<\/p>\n
(b) resume performance of its obligations as soon as possible
\n after the Force Majeure condition no longer exists.<\/p>\n
16.04 If Force Majeure applies prior to the Completion Date the parties will
\nmeet to discuss a revised timetable for the completion of the Project and if the
\nForce Majeure has applied for a period in excess of 180 days and such Force
\nMajeure is mentioned in sub-paragraph (b) of Clause 16.01 the provisions of
\nClause 17.01 shall apply.<\/p>\n
16.05 If Force Majeure applies by the occurrence of any Force Majeure
\nmentioned in sub-paragraph (a) of Clause 16.01 during the Co-operation Period
\nthe Co-operation Period shall be extended by a period equal to that during which
\nthe effect of the Force Majeure applies provided that if such effect applies for
\na period in excess of 180 days the parties hereto will meet to discuss the basis
\nand terms upon which the arrangements set out in this Agreement may be
\ncontinued.<\/p>\n
16.06 The parties hereto will consult with each other and take all reasonable
\nsteps to minimize the losses of either party resulting from Force Majeure.<\/p>\n
16.07 If any event of Force Majeure occurs which causes damage to the Project
\nor the Power Station and such event or such damage would not ordinarily be
\ninsured against by NAPOCOR then HOPEWELL shall not be obliged to reinstate the
\nPower Station, or, as the case may be, complete the building of the same, until
\nthe parties hereto have agreed upon the terms for such reinstatement or
\ncompletion.<\/p>\n
17. BUYOUT<\/p>\n
17.01 If the circumstances set out in Clause 7.06, Clause 8.07, Clause 16.04,
\nClause 16.07 or Clause 18 arise or if, not earlier than 5 years after the
\nCompletion Date, NAPOCOR gives not less than 90 days notice to HOPEWELL that
\neither it wishes to close the Power Station or it wishes to move the gas
\nturbines to elsewhere in the Philippines or if, NAPOCOR has failed to ensure the
\ndue payment of any sum due hereunder within three months of its due date then,
\nupon HOPEWELL giving to NAPOCOR not less than 90 days notice requiring NAPOCOR
\nto buyout HOPEWELL or, as the case may be, NAPOCOR giving not less than 90 days
\nnotice requiring HOPEWELL to sell out to NAPOCOR, NAPOCOR shall purchase all
\nHOPEWELL’s right, title and interest in and to the Power Station and thereupon
\nall HOPEWELL’s obligations hereunder shall cease.<\/p>\n
20
\n 24<\/p>\n
17.02 In respect of any transfer of the Power Station pursuant to Clause
\n17.01 the provisions of Clause 14 (other than Clauses 14.01 and 14.02) shall
\napply thereto.<\/p>\n
17.03 Subject to Clause 17.04, the purchase price in dollars, payable
\npursuant to Clause 17.01 will be the total amount of the Capacity Fees payable
\nto HOPEWELL pursuant to Clause 11.01 until the Transfer Date upon the
\nassumption that the Contracted Capacity during each year of the Co-operation
\nPeriod for such period is equal to the lower of the Contracted Capacity last
\nnominated by HOPEWELL and the Nominal Capacity and the resulting figure
\ndiscounted to its value on the date of completion of the buyout by applying a
\ndiscount rate equal to the last published Commercial Interest Reference Rate
\nfor dollars published by the Organization for Economic Cooperation and
\nDevelopment Provided that no buyout may take place without the consent of
\nHOPEWELL if the purchase price calculated as above is not positive.<\/p>\n
17.04 If the provision of Clause 17.01 apply prior to the Completion Date,
\nthe purchase price payable shall be an amount equal to the aggregate of all
\nthe costs, expenses and liabilities incurred by HOPEWELL in connection herewith
\nas estimated by an independent accountant jointly appointed by both parties and
\nsubject to a maximum amount of $42,000,000 plus an amount equal to ten percent
\n(10%) of such aggregate provided such additional amount shall not be payable if
\nthe provisions of Clause 17.01 are applicable pursuant to Clause 16.04.<\/p>\n
17.05 Completion of a buyout pursuant to Clause 17.01 shall take place on
\nthe date of the expiry of the notice specified therein at which time NAPOCOR
\nwill pay to HOPEWELL the purchase price calculated in accordance with Clause
\n17.03 or, as the case may be, Clause 17.04 and payable in dollars and HOPEWELL
\nshall warrant that following such buyout the Power Station shall be free from
\nany lien or encumbrance created by HOPEWELL.<\/p>\n
17.06 In the event that the provisions of Clause 17.01 apply pursuant to
\nClause 16.04 then there shall be deducted from the sum payable pursuant to
\nClause 17.04 an amount equal to the value, if any, of any insurance proceeds
\nreceived by HOPEWELL in respect of the event leading to the operation of the
\nprovisions of Clause 16.04.<\/p>\n
18. CHANGE IN CIRCUMSTANCES<\/p>\n
In the event that as a result of any laws or regulations of the
\nRepublic of the Philippines, or any agency or other body under the control of
\nthe Government of the Republic of the Philippines or any regional or municipal
\nauthority thereof, coming into effect after the date hereof, or as a result of
\nany such laws or regulations (including any official interpretation thereof
\nwhich HOPEWELL has relied upon in entering into this Agreement) in force at the
\ndate hereof being amended, modified or repealed, the interest of HOPEWELL in
\nthe Site, the Project or the Power Station and\/or HOPEWELL’s expectation of its
\neconomic return (net of tax or other imposition) on its investment is
\nmaterially reduced, prejudiced or otherwise adversely affected (including,
\nwithout limitation, any restriction on the ability to <\/p>\n
21
\n 25
\nremit funds in dollars outside of the Philippines) then the parties hereto
\nshall meet and endeavour to agree amendments to this Agreement and if after 90
\ndays no such agreement has been reached the provisions of Clause 17.01 shall
\napply.<\/p>\n
19. Benefit of Agreement<\/p>\n
19.01 NAPOCOR may not assign or transfer all or any part of its rights,
\nbenefits or obligations hereunder Provided that this Clause shall not prevent
\nNAPOCOR from merging or consolidating with any other company which is wholly
\nowned by the Republic of the Philippines where the surviving entity adopts and
\nbecomes fully liable to perform NAPOCOR’s obligations hereunder.<\/p>\n
19.02 HOPEWELL may not, subject to Clause 19.03, transfer all or any of its
\nobligations hereunder but may, for the purposes of arranging or rearranging
\nfinance for the Project, assign or transfer to any person providing finance to
\nthe Project all or any part of its rights and benefits hereunder but not its
\nobligations and NAPOCOR shall duly acknowledge any such assignment or transfer
\nof which it is given notice.<\/p>\n
19.03 The importation into the Philippines of all equipment for the Project
\nand all other work in connection with the Project which necessarily has to be
\nperformed in the Philippines and which HOPEWELL agrees to be responsible for
\nhereunder shall be carried out by HOPEWELL PHILIPPINES which shall undertake to
\nperform HOPEWELL’s obligations to perform such work and in consideration of
\nwhich NAPOCOR shall pay fees as provided in Clause 11; HOPEWELL PHILIPPINES, in
\ncarrying out such work and receiving such fees shall act on its own behalf and
\nfor its own benefit, and not as an agent or representative of HOPEWELL. For such
\npurpose, HOPEWELL, NAPOCOR and HOPEWELL PHILIPPINES (whose participation
\nHOPEWELL shall procure) shall execute and deliver the Accession Undertaking,
\nupon the effectiveness of which HOPEWELL PHILIPPINES shall become a party hereto
\nwithout the need for any further action on the part of HOPEWELL or NAPOCOR and
\nthe rights and obligations of NAPOCOR and HOPEWELL under this Agreement shall be
\ntransferred and amended in accordance with the terms of the Accession
\nUndertaking, as if HOPEWELL PHILIPPINES had executed this Agreement as amended
\nby the terms of the Accession Undertaking.<\/p>\n
20. Warranty<\/p>\n
HOPEWELL hereby warrants that neither it nor its representatives have
\noffered any government officer and\/or NAPOCOR official or employee any
\nconsideration or commission for this Agreement nor has it or its representatives
\nexerted or utilized any corrupt or unlawful influence to secure or solicit this
\nAgreement for any consideration or commission; that HOPEWELL shall not
\nsubcontract any portion or portions of the scope of the work of the Agreement
\nawarded to any official or employee of NAPOCOR or to the relatives within the
\nthird degree of consanquinity or affinity of NAPOCOR officials who are directly
\nor indirectly involved in contract awards<\/p>\n
22
\n 26
\nor project prosecution and that if any commission is being paid to a private
\nperson, HOPEWELL shall disclose the name of the person and the amount being paid
\nand that any violation of this warranty shall constitute a sufficient ground for
\nthe recission or cancellation of this Agreement or the deduction from the
\ncontract price of the consideration or commission paid without prejudice to the
\nfiling of civil or criminal action under the Anti-Graft Law and other applicable
\nlaws against HOPEWELL and\/or its representatives and NAPOCOR’s officials and
\nemployees.<\/p>\n
21. NOTICES<\/p>\n
21.01 Unless otherwise stated, each communication to be made hereunder shall
\nbe made in writing but, unless otherwise stated, may be made by telex or letter.<\/p>\n
21.02 Any communication or document to be made or delivered by one party to
\nanother pursuant to this Agreement shall be made or delivered to that other at
\nits address specified above or such other address notified by that party to the
\nother parties by giving not less than 15 days notice of such change of address,
\nand shall be deemed to have been made or delivered (i) in the case of any
\ncommunication made by telex with correct answerback (at the number identified
\nwith the relevant party’s signature below), when despatched, and (ii) in the
\ncase of any communication made by letter, when left at that address or otherwise
\nreceived by the addressee.<\/p>\n
22. DISPUTE RESOLUTION<\/p>\n
22.01 Throughout the term of this Agreement representatives of the Directors
\nof NAPOCOR, Hopewell Holdings Limited, HOPEWELL and Hopewell Philippines shall
\nmeet regularly at not less than yearly intervals to discuss the progress of the
\nProject and the operation of the Power Station in order to ensure that the
\narrangements between the parties hereto proceed on a mutually satisfactory
\nbasis.<\/p>\n
22.02 The parties hereto agree that in the event that there is any dispute or
\ndifference between them arising out of this Agreement or in the interpretation
\nof any of the provisions hereof they shall endeavour to meet together in an
\neffort to resolve such dispute by discussion between them but failing such
\nresolution the Chief Executives of Hopewell Holdings Limited and NAPOCOR shall
\nmeet to resolve such dispute or difference and the joint decision of such Chief
\nExecutives shall be binding upon the parties hereto and in the event that a
\nsettlement of any such dispute or difference is not reached pursuant to this
\nsub-clause then the provisions of Clause 24 shall apply.<\/p>\n
23. LAW<\/p>\n
This Agreement shall be governed by and construed in accordance with
\nthe laws of the Republic of the Philippines.<\/p>\n
23
\n 27<\/p>\n
24. Jurisdiction<\/p>\n
24.01 The parties hereto submit to the non-exclusive jurisdiction of the
\nproper courts of the Republic of the Philippines for the hearing and
\ndetermining of any action or proceeding arising out of or in connection with
\nthis Agreement.<\/p>\n
24.02 To the extent that NAPOCOR may in any jurisdiction claim for itself or
\nits assets or revenues immunity from suit, execution, attachment (whether in
\naid of execution, before judgment or otherwise) or other legal process and to
\nthe extent that in any such jurisdiction there may be attributed to itself or
\nits assets or revenues such immunity (whether or not claimed) NAPOCOR agrees
\nnot to claim and irrevocably waives such immunity to the full extent permitted
\nby the laws of such jurisdiction.<\/p>\n
AS WITNESS the hands of the duly authorised representatives of the parties
\nhereto on the Sixteenth day of November in the year nineteen hundred and eighty
\neight.<\/p>\n
24 <\/p>\n
28
\n FIRST SCHEDULE<\/p>\n
PROJECT SCOPE AND SPECIFICATIONS<\/p>\n
I. Scope of Agreement<\/p>\n
HOPEWELL shall be responsible for the design, supply, delivery,
\ninstallation\/erection including civil works, testing and commissioning of a gas
\nturbine power station.<\/p>\n
II. The Site<\/p>\n
The Site is located at the Navotas Fishing Complex to the North of
\nCentral Manila. A minimum of 1.88 hectares of land will be made available for
\nthe Power Station as shown in figure 1 attached plus an additional area of 0.66
\nhectares.<\/p>\n
Access to the Site will be from the fishing port road and a heavy road
\naccess shall be provided to the waterfront.<\/p>\n
NAPOCOR will clear and prepare the Site for occupation and give
\nHOPEWELL vacant possession. Overhead distribution electricity lines currently
\nrunning across the Site will be relocated off the Site by NAPOCOR and NAPOCOR
\nwill erect a temporary fence around the perimeter as shown in figure 2 attached.<\/p>\n
III. Extent of Works\/Supply<\/p>\n
In pursuance to its obligations under Section I; HOPEWELL shall be
\nresponsible for:<\/p>\n
1. Complete design, development and construction on the Site of
\n the Power Station, with Black Start Up capability, based on
\n the final mix of turbine units decided upon by HOPEWELL.<\/p>\n
2. Civil Works<\/p>\n
2.1 Site development including grading, gravel surfacing
\n and drainage facilities.<\/p>\n
2.2 Construction of concrete foundations.<\/p>\n
2.3 Construction of access road within the Site and
\n permanent fence around the Site and the tank farm.<\/p>\n
2.4 Construction of cable trenches.<\/p>\n
2.5 Pile driving.<\/p>\n
25
\n 29
\n 2.6 Construction of office, laboratory, workshops,
\n storehouses.<\/p>\n
2.7 Construction of an oil\/water separator and a septic
\n tank.<\/p>\n
3. ELECTRO-MECHANICAL WORKS<\/p>\n
Supply, installation\/erection, tests and commissioning to put
\n into operation the required number of generation units and its
\n corresponding minimum gross aggregate capacity of 200 MW
\n (subject to the provisions of Clause 5.05).<\/p>\n
3.1 Gas turbine packages, with two generating units
\n having a Black Start capability of their own,
\n consisting of the turbine, compressor, combustor and
\n its auxiliaries, including air intake system, exhaust
\n gas system, cooling system, lubricating oil system,
\n fuel oil system, starting system.<\/p>\n
3.2 Generator package, complete with necessary equipment
\n and accessories.<\/p>\n
3.3 Electrical equipment; including main and auxiliary
\n transformers; metal clad switchgear, control
\n switchboard; motor control centre, including control
\n panels, direct current system complete with battery
\n charger, inverters; required high voltage equipment
\n devices and accessories including necessary cables
\n and hardwares for interconnection to the proposed 115
\n KV switchyard; metering and line protection
\n compatible with the existing Meralco system (which
\n will be notified to HOPEWELL prior to the Effective
\n Date), as shown in figure 3 attached.<\/p>\n
3.4 The extent of the work and supply of HOPEWELL
\n pursuant to 3.3 shall be in accordance with figure 4
\n attached.<\/p>\n
3.5 Required instrumentation indicators, protection,
\n control and automation of gas turbine units and their
\n auxiliaries, complete with necessary supervisory
\n devices, electronic modules for control and
\n protection, data acquisition system, for safe and
\n reliable operation of the Power Station.<\/p>\n
3.6 Air conditioning system for the protection of
\n electrical equipment and instruments at the local
\n control room.<\/p>\n
3.7 Fire protection and alarm systems.<\/p>\n
3.8 Instrument air system (if necessary).<\/p>\n
3.9 Handling facilities for maintenance and repair.<\/p>\n
26<\/p>\n
30<\/p>\n
3.10 Miscellaneous electrical works, including lighting,
\n grounding and lightning protection.<\/p>\n
3.11 Voice and data communication systems in accordance
\n with figure 5 attached inside the Power Station and
\n to and from NAPOCOR Power Management Center details
\n of which will be notified to HOPEWELL prior to the
\n Effective Date.<\/p>\n
3.12 Fuel oil valve and piping system and metering as
\n shown in figure 6 attached.<\/p>\n
3.13 Water tank, hydrant and piping systems.<\/p>\n
3.14 Special tools.<\/p>\n
IV. DESIGN CRITERIA<\/p>\n
1. Gas Turbine Units<\/p>\n
The gas turbine units, two of which with Black Start
\n capability of their own, and with an aggregate capacity of not
\n less than 200 MW (subject to the provisions of Clause 5.05)
\n shall be capable of delivering the said output at the
\n following Site conditions:<\/p>\n
\n
\n 1.1 Elevation (Above Mean Sea Level) – 2.0 meters
\n 1.2 Ambient air temperature – 37 (degrees) Centigrade
\n 1.3 Relative humidity – 85%
\n 1.4 Temp. range – 18-37 (degrees) Centigrade
\n 1.5 Noise level – to comply with NPCC
\n Regulation No. 4479 dated
\n 5th June, 1978
\n<\/c><\/c><\/c><\/s><\/table>\n 2. Heat Rates<\/p>\n
The guaranteed heat rate shall be based on the net kilowatt
\n output for the conditions specified in paragraph 1 of Section
\n IV above and the Lower Heating Value of the fuel as specified
\n in the Fourth Schedule.<\/p>\n
3. Fuel<\/p>\n
Fuel specifications will be in accordance with the Fourth
\n Schedule.<\/p>\n
27 <\/p>\n
31
\n 4. System Fault Level<\/p>\n
The present 110 KV bus fault level when the gas turbine units
\n are connected in the Luzon Grid shall be as follows:<\/p>\n
4.1 Line to ground fault : 5,100 MVA<\/p>\n
4.2 3-phase fault : 5,000 MVA<\/p>\n
4.3 Interrupting Capacity
\n at 110 KV : 40 KA<\/p>\n
5. System Voltage Level<\/p>\n
5.1 Generator terminal voltage : 13.8 KV +\/- 5%<\/p>\n
5.2 Main transformer:<\/p>\n
High Voltage (Nominal) : 110 KV<\/p>\n
Off Load Tap Change : 105\/110\/115 KV<\/p>\n
Low Voltage : 13.4 KV<\/p>\n
5.3 Nominal voltage for auxiliary equipment (for
\n information purposes)<\/p>\n
AC System : 3.45 KV, 460 V and 230
\n Volts<\/p>\n
DC System : 125 V, 48 V and 24 Volts<\/p>\n
6. System Frequency: 60 Hertz<\/p>\n
7. Generator and Accessories<\/p>\n
The generator shall be designed to match the gas turbine units
\n to assume base and peak operating modes. The design
\n characteristics shall be as follows:<\/p>\n
7.1 Nominal MVA power output at rated power factor,
\n 20(degrees) C ambient temperature, 75 MVA<\/p>\n
7.2 Three phase wye grounded, through resistance<\/p>\n
7.3 Rated terminal voltage : 13.8 KV +\/- 5%<\/p>\n
7.4 Rated power factor : 0.9 lagging<\/p>\n
7.5 Short circuit ratio (saturated)<\/p>\n
The measured value of the short circuit ratio at
\n rated MVA and rated voltage shall be not less than
\n 0.47.<\/p>\n
7.6 Allowable voltage variations<\/p>\n
At rated MVA, frequency, power factor and inlet air
\n temperature, the turbine-generator can operate
\n satisfactorily even though the terminal voltage may
\n vary +\/- 5% operated value.<\/p>\n
28<\/p>\n
32
\nV. Utilities During Construction Period<\/p>\n
\n\n Requirements Time of Supply
\n ———— ————–
\n
\n Electricity – 750 KW By 15 days after the
\n 3 Phase Supply 220 V Effective Date<\/p>\n Water – 12,000 Litres By 15 days after the
\n per day Effective Date
\n Fresh potable quality<\/p>\n
Telephone ) By 15 days after the
\n Fax ) 3 I.D.D. Lines Effective Date
\n Telex )
\n<\/c><\/s><\/caption>\n<\/table>\n
VI. Utilities During Co-operation Period<\/p>\n
\n\n Requirements Time of Supply
\n ———— ————–
\n
\n Water – 20 Litres per second Throughout
\n Fresh potable quality Co-operation Period<\/p>\n Telephone ) Throughout
\n Fax ) 3 I.D.D. Lines Co-operation Period
\n Telex )<\/p>\n
Sewage piping and storm drains Throughout
\n from the side of the perimeter Co-operation Period
\n fence nearest to the sea.
\n<\/c><\/s><\/caption>\n<\/table>\n
29
\n 33<\/p>\n
SECOND SCHEDULE<\/p>\n
OPERATING PARAMETERS<\/p>\n
A. Operating Parameters<\/p>\n
HOPEWELL shall operate the Power Station in accordance with the
\noperating criteria and guidelines of NAPOCOR. HOPEWELL shall cooperate with
\nNAPOCOR in establishing emergency plans including but not limited to recovery
\nfrom a local or widespread electrical blackout; voltage reduction to effect
\nload curtailment and other plans which may arise. HOPEWELL shall make technical
\nreferences available concerning start-up times, Black Start capabilities, and
\nminimum load carrying ability, broken down into:<\/p>\n
1. Capacity<\/p>\n
Subject to the provisions of Clause 5.05, the capacity of the
\n Power Station shall not be less than 200MW at 37 (degrees) C
\n site conditions, as measured at the generator terminals.<\/p>\n
2. Frequency Limitation<\/p>\n
The frequency limitations of gas turbine set for continuous
\n operation shall be between the range of 58.2 Hz and 61.5 Hz.<\/p>\n
The under frequency tripping relay shall be set at 57.5 Hz.<\/p>\n
The gas turbine overspeed trip shall be set at 19% above
\n normal speed.<\/p>\n
3. Normal Voltage<\/p>\n
The normal voltage at the high side of the main power
\n transformer shall be 110 KV, plus or minus 5 percent.<\/p>\n
4. Load Sharing Operation<\/p>\n
The units shall operate satisfactorily and without structural
\n damage in daily load sharing from 100 per cent of the
\n Contracted Capacity to the minimum capacity of the units
\n depending on the dispatch requirements of NAPOCOR Power
\n Management Center.<\/p>\n
5. Range and Ratio of Load Changing<\/p>\n
At normal operation mode, except during start up and shut
\n down, the generating units shall be capable of being operated
\n as follows:<\/p>\n
30 <\/p>\n
34<\/p>\n
– Turbine preparation and : 15 minutes per
\n start up to synchronous unit
\n speed not less than<\/p>\n
– Synchronizing and loading : 4 MW per minute
\n to full load under normal
\n condition, ramp increase
\n not greater than<\/p>\n
In Emergency, the generating units shall be capable of being
\n operated as follows:<\/p>\n
– Turbine preparation and : 8 minutes per
\n start up to synchronous unit
\n speed<\/p>\n
– Synchronizing and loading : 12 MW per minute
\n to full load under normal
\n condition, ramp increase
\n not greater than<\/p>\n
6. OPERATION MODE<\/p>\n
The Power Station shall be utilized as a peaking plant and be
\n expected to operate five (5) days per week – Monday to Friday
\n – and shall remain on standby over the weekend and during the
\n ten (10) public holidays per year, except during scheduled
\n maintenance. The Power Station however, is expected to
\n operate at any other time as may be called upon by NAPOCOR
\n during Emergency and\/or abnormal system conditions with
\n adequate notice having been given by NAPOCOR and would be
\n manned 24 hours a day.<\/p>\n
7. VARIATION OF POWER LOAD<\/p>\n
At any given load, it is estimated that the allowable load
\n change per unit should be not more than 4 MW per minute.<\/p>\n
8. EMERGENCY STARTS<\/p>\n
It is estimated that 10 minutes notice should be given for an
\n emergency start during which the loading rates should be
\n restricted to those shown in item 5.<\/p>\n
9. HEAT RATES<\/p>\n
Subject to the provisions of Clause 5.05, the net heat rate
\n of the Power Station following completion shall not be
\n greater than 12,300 BTU\/KWH reckoned at full load condition
\n in accordance with the Guarantee Tests described in the
\n Fourteenth Schedule. The Power Station will be tested to
\n establish the Guaranteed Plant Net Heat Rate of 12,300
\n BTU\/KWH. If results of the Guarantee Tests show a plant net
\n heat rate greater than 12,300 BTU\/KWH then HOPEWELL shall
\n endeavour to refurbish or rehabilitate the units or to<\/p>\n
31<\/p>\n
35
\n otherwise correct the units in order to achieve the Guaranteed
\n Plant Net Heat Rate. NAPOCOR shall not be obliged to pay the
\n Capacity and Energy fees for such period that the Tested Plant
\n Net Heat Rate at maximum continuous rating is equal to or more
\n than 13,500 BTU\/KWH except as permitted below (including
\n permitted tolerances). In the event that the Tested Plant Net
\n Heat Rate exceeds 12,300 BTU\/KWH at commissioning and Hopewell
\n declares the Power Station to be complete, then the
\n application of Section 5.2 Energy Fees of the Eighth Schedule
\n shall be based on the Tested Plant Net Heat Rate for such
\n period as HOPEWELL is unable to correct the Plant Net Heat
\n Rate.<\/p>\n
The permitted step increase in the Guaranteed Plant Net Heat
\n Rate shall be no greater than 73.8 BTU\/KWH after the lapse of
\n every average 6,000 EOH of the units up to 30,000 EOH and 123
\n BTU\/KWH per every average 6,000 EOH thereafter. Prior to the
\n Completion Date the parties hereto shall agree on the dates,
\n time and duration for the Guarantee Tests in accordance with
\n the Fourteenth Schedule.<\/p>\n
B. OPERATING PROCEDURES<\/p>\n
1. DISPATCH PROCEDURE. HOPEWELL shall control and operate the
\n Power Station consistent with NAPOCOR’s systems dispatch
\n requirements.<\/p>\n
2. ENGINEERING STANDARDS. The Power Station including, but not
\n limited to, the protective apparatus shall be operated and
\n maintained in accordance with good engineering practices in
\n respect of synchronizing, voltage and reactive power control.<\/p>\n
3. PROTECTIVE DEVICES. The Power Station shall be operated with
\n all of its protective apparatus in service whenever the
\n facility is connected to or is operated in parallel with the
\n NAPOCOR electric system. Any deviation for brief periods of
\n emergency or maintenance shall only be by mutual agreement.<\/p>\n
4. INTEGRITY LOSS. If, at any time, NAPOCOR has reason to doubt
\n the integrity of any HOPEWELL protective apparatus and
\n suspects that such loss of integrity could jeopardise the
\n NAPOCOR electric system, HOPEWELL shall demonstrate, to
\n NAPOCOR’s satisfaction, the correct calibration and operation
\n of the equipment in question.<\/p>\n
5. TESTING OF PROTECTIVE DEVICES. HOPEWELL shall test all
\n protective devices with qualified personnel at intervals not
\n to exceed one (1) year.<\/p>\n
6. NOTICE OF TESTS. HOPEWELL shall notify NAPOCOR at least
\n fourteen (14) calendar days prior to: (1) the initial parallel
\n operation of each HOPEWELL generator and (2) testing of all
\n protective apparatus. NAPOCOR shall have the right to have a
\n representative present at such times.<\/p>\n
32
\n 36
\n 7. SERVICE COMMITMENT. At NAPOCOR’s request, HOPEWELL shall make
\n all reasonable efforts to deliver power during periods of
\n Emergency.<\/p>\n
8. MAINTENANCE DURING EMERGENCY. In the event that HOPEWELL’s
\n scheduled Downtime coincides with an Emergency, HOPEWELL shall
\n make all reasonable efforts to reschedule the Downtime.<\/p>\n
9. DAILY OPERATING REPORT FOR RECORD PURPOSES. HOPEWELL shall
\n keep NAPOCOR’s Power Management Center informed as to the
\n daily operating schedule and generation capability of its
\n Power Station, including, without limitation to, any Forced
\n Outages.<\/p>\n
10. OPERATING AND MAINTENANCE RECORDS. HOPEWELL shall maintain the
\n operating and maintenance records for each generating unit at
\n HOPEWELL’s Power Station for a period of at least five (5)
\n years with records of: real and reactive power production,
\n changes in operating status, outages, protective apparatus
\n operations and any unusual conditions found during
\n inspections. Changes in the setting of protective apparatus
\n shall also be logged. In addition, HOPEWELL shall maintain
\n records applicable to the Power Station, including the
\n electrical characteristics of the generator and settings or
\n adjustment of the generator control equipment and protective
\n devices. Such information shall be made available to NAPOCOR
\n upon request.<\/p>\n
33
\n 37<\/p>\n
THIRD SCHEDULE<\/p>\n
PENALTY OF HOPEWELL ON DELAY OF COMPLETION DATE<\/p>\n
The following formula shall apply in computing the amount of penalty to be paid
\nby HOPEWELL to NAPOCOR due to delays:<\/p>\n
\n
\n Base Capacity ( Nominal Actual )
\nP = (1\/Nd) x Payment per x ( Capacity – Capacity ) x 1.05
\n kilowatt (in kilowatt in kilowatt)
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/table>\nwhere:<\/p>\n
P = Amount to be paid by HOPEWELL to NAPOCOR for each day
\n of delay in respect of which HOPEWELL is required to
\n make a payment pursuant to Clause 5.03. Such amount
\n shall be payable on the last day of each calendar
\n month.<\/p>\n
Nd = Number of days in the month.<\/p>\n
34
\n 38<\/p>\n
FOURTH SCHEDULE<\/p>\n
SPECIFICATIONS FOR FUEL SUPPLY AND START UP ELECTRICITY<\/p>\n
FUEL SUPPLY<\/p>\n
SPECIFICATIONS<\/p>\n
The specifications for the Fuel Supply will be as follows:<\/p>\n
\n\n ITEM FUEL ANALYSIS
\n ——————————-
\n MIN. MAX.
\n
\nGravity, @ 36 (degrees) AP (Ave.) 0.8448
\nViscosity, ssu at 100 (degrees) F 35 50
\nFlash point, PM, (degrees) F 130 —
\nCloud point, (degrees) F — 50
\nPour point, (degrees) F — 50
\nWater & Sediments, % Vol. — 0.1
\nAsh % — 0.005
\nSulfur, Wt. % — 1.0
\nCalorific Value, BTU\/lb (LHV) (Ave.) 18,400
\nTrace Metal Contaminants, ppm
\n Sodium plus potassium — 0.5
\n Lead + Zinc — 1
\n Vanadium — 0.5
\n Calcium — 2
\n Nickel — 1
\n Barium + Manganese + Phosphorous — 2
\nCarbon residue (10% bottom) — 1
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n 35<\/p>\n
39<\/p>\n
SUPPLY ARRANGEMENTS<\/p>\n
DELIVERY NAPOCOR and HOPEWELL will liaise to prepare weekly
\n fuel schedules showing anticipated times and
\n quantities of fuel to be utilized by the Power
\n Station and NAPOCOR shall be responsible for
\n ensuring the availability of fuel supplies, for the
\n payment therefor and for all arrangements with the
\n suppliers.<\/p>\n
FUEL OIL STORAGE Fuel oil will be stored by NAPOCOR outside the Site
\nAND TANK FARM in tanks of sufficient capacity to permit the fuel
\n to stand for at least 5 days after delivery to allow
\n water and solids to settle. The water shall be
\n drained off weekly.<\/p>\n
The tanks and tank farm will be constructed at
\n NAPACOR’s cost generally in accordance with figure 6
\n attached. The off Site fuel tanks are to be provided
\n with floating suctions and will be calibrated in an
\n approved manner. The tank farm shall be provided
\n with appropriate fire fighting facilities.<\/p>\n
TESTING Upon each delivery of fuel oil to an off Site tank
\n and, if so required by HOPEWELL, from time to time
\n thereafter, a suitable sample will be taken and
\n analysed jointly by HOPEWELL and NAPOCOR to ensure
\n that it meets the specifications as shown above. The
\n laboratory for analysing the oil will be agreed
\n between HOPEWELL and NAPOCOR.<\/p>\n
METERING Meters will be provided by NAPOCOR on the off Site
\n tanks. As a check, the off Site Tank ullages will be
\n taken before and after each delivery of fuel oil and
\n in the case of discrepancy, the ullages will
\n prevail. HOPEWELL will provide a fuel oil meter with
\n temperature compensation for measuring the delivery
\n of fuel oil from the off Site tanks. Such meter will
\n be installed within the Site area bounded by
\n permanent Site fence. Meters shall be tested every
\n six months at NAPOCOR’s cost by a third party agreed
\n between HOPEWELL and NAPOCOR.<\/p>\n
VARIATION IN RATE HOPEWELL and NAPOCOR will liaise in estimating the
\nOF DELIVERY fuel required to comply with NAPOCOR’s annual,
\n monthly and weekly systems operating plans.<\/p>\n
36<\/p>\n
40<\/p>\n
Fuel Management The parties will enter into a fuel management
\n agreement pursuant to which, for agreed fees,
\n HOPEWELL will undertake the day to day routine
\n maintenance and cleaning of the off Site tanks but
\n NAPOCOR shall be responsible for any repairs and\/or
\n replacement.<\/p>\n
Security NAPOCOR shall be responsible for all security and
\n safety arrangements in respect of the fuel in the off
\n Site tanks.<\/p>\n
Insurance NAPOCOR shall be responsible for effecting insurance,
\n acceptable to HOPEWELL in respect of the off Site
\n tanks and fuel stored therein and HOPEWELL shall be
\n named therein as a co-insured.<\/p>\n
START UP ELECTRICITY<\/p>\n
3.5 MW at 13.8 KV if turbines started consecutively (normal
\n operations).<\/p>\n
7.5 MW at 13.8 KV is turbines started concurrently (in Emergency).<\/p>\n
37
\n 41
\n FIFTH SCHEDULE<\/p>\n
TRANSMISSION LINE SPECIFICATIONS<\/p>\n
Location<\/p>\n
From the outgoing switching facility within the Site boundary at
\n Navotas Fishing Port Complex as shown in figures 1 and 7 attached.<\/p>\n
Specifications<\/p>\n
The transmission line shall be capable of providing sufficient
\n electricity for testing, commissioning and starting the Power Station
\n and shall be capable of taking the maximum output of the Power Station.<\/p>\n
38
\n 42<\/p>\n
SIXTH SCHEDULE<\/p>\n
ELECTRICITY DELIVERY PROCEDURES<\/p>\n
1. Definition<\/p>\n
“Downtime” means the minimum number of 12 hours per generating unit
\nper year allowed to HOPEWELL plus any further allowance for outage time per
\ngenerating unit calculated in accordance with Section 4 of this Schedule;<\/p>\n
“Evaluated Operating Hour(s)” and “EOH” means the number of actual
\noperating hours per generating unit of the Power Station plus twenty (20)
\nhours times the number of starts per generating unit;<\/p>\n
“Forced Outage” is defined as the inability due to the fault of
\nHOPEWELL to meet Contracted Capacity requested by NAPOCOR (other than as a
\nresult of any faults in or failure of the power transformers or high voltage
\nswitchgear) provided that any failure to meet the Contracted Capacity less any
\nreduction in the Availability of other units of the Power Station as a result
\nof scheduled Downtime shall not be Forced Outage;<\/p>\n
“Forced Outage Day” means a day on which, due to Forced Outage,
\nHOPEWELL failed for a continuous period in excess of 30 minutes to deliver
\npower at least 95% of the amount of KW requested by NAPOCOR.<\/p>\n
2. Measurement of Power Generated<\/p>\n
Measurement of power generated transferred to NAPOCOR shall be made at
\n the high voltage side of the main power transformer.<\/p>\n
3. Notice in change of output<\/p>\n
Specific procedures for notifications of power requirements shall be
\n agreed between HOPEWELL and NAPOCOR prior to the Completion Date.
\n Subject to such procedures, the outputs of the gas turbine generators
\n shall be as required by the system controller from time to time,
\n provided that changes in output requested by the system controller
\n remain within the Specifications and the Operating Parameters.<\/p>\n
4. Notice of Downtime<\/p>\n
NAPOCOR shall prepare annual, monthly and weekly systems operating
\n plans and in so doing shall coordinate with HOPEWELL to agree on the
\n Downtime.<\/p>\n
39
\n 43<\/p>\n
NAPOCOR shall grant HOPEWELL sufficient Downtime to undertake all
\n regular inspection and maintenance of the gas turbine generators in
\n accordance with the manufacturer’s recommendations, taking full account
\n of hours run, number of starts and duration of running for each start.<\/p>\n
HOPEWELL will be allowed the following Downtime on the basis of
\n Evaluated Operating Hours:-<\/p>\n
\n\n Evaluated Operating Hours Outage Time
\n ————————- ———–
\n
\n 4000 EOH\/unit 72 hours
\n 8000 EOH\/unit 7 days
\n 12000 EOH\/unit 72 hours
\n 16000 EOH\/unit 5 weeks
\n 20000 EOH\/unit 72 hours
\n 24000 EOH\/unit 7 days
\n 28000 EOH\/unit 72 hours
\n 32000 EOH\/unit 5 weeks
\n 36000 EOH\/unit 72 hours
\n 40000 EOH\/unit 7 days
\n 44000 EOH\/unit 72 hours
\n 48000 EOH\/unit 8 weeks
\n<\/c><\/s><\/caption>\n<\/table>\n Following a Major Overhaul of a gas turbine of Evaluated Operating
\n Hours will, for the purposes of calculating Downtime, return to zero.<\/p>\n
HOPEWELL will plan with NAPOCOR to ensure that as far as practicable,
\n Downtime is undertaken at times to cause minimum disruption to the
\n NAPOCOR power system.<\/p>\n
5. NOTICE OF REQUIRED ELECTRICITY<\/p>\n
Whilst the annual, monthly and weekly system operating plans will be
\n prepared by NAPOCOR in consultation with HOPEWELL, it is agreed that
\n the weekly plan for the following seven days will be the control plan
\n and will be that plan referred to as “normal operation plan”.<\/p>\n
6. NORMAL OPERATIONS<\/p>\n
Normal operations of the gas turbines are as defined below:-<\/p>\n
(1) Operating in accordance with the weekly normal operation plan
\n as defined in Section 5 above as agreed in writing between
\n NAPOCOR and HOPEWELL with no more than one start per day.<\/p>\n
(2) Operating with fuel within the specification set out in the
\n Fourth Schedule.<\/p>\n
40<\/p>\n
44
\n (3) Subject to the provisions of Clause 5.05, operating at 200 MW
\n with an ambient temperature not exceeding 37(degrees)C.<\/p>\n
(4) Operating with an adequate supply of water as specified in
\n Section VI of the First Schedule.<\/p>\n
(5) Start up power of 3.5 MW at 13.8 KV is available (normal
\n operations is to start units consecutively).<\/p>\n
(6) Operating frequencies of the system to be within the limits of
\n the Operating Parameters.<\/p>\n
(7) Operating at a system voltage of 110 KV plus or minus 5%.<\/p>\n
(8) Start-up, synchronising and loading to be within the limits of
\n the Operating Parameters.<\/p>\n
(9) Full access to the Site at all times for materials and
\n personnel.<\/p>\n
41<\/p>\n
45
\n SEVENTH SCHEDULE<\/p>\n
MEASUREMENT AND RECORDING OF ELECTRICITY<\/p>\n
1. The meter locations to record the KW and KWH delivered to NAPOCOR shall
\n be as shown in figure 7 attached.<\/p>\n
2. The quantity of power and energy delivered to NAPOCOR shall be given by
\n the in\/out meters M1 + M2.<\/p>\n
3. In order to verify the quantity of electricity delivered by HOPEWELL to
\n NAPOCOR in each Month, NAPOCOR and HOPEWELL shall at noon or at such
\n other time agreed between NAPOCOR and HOPEWELL on the twenty fifth day
\n of each month take a photograph of the electricity meters in the Power
\n Station recording the supply of electricity by HOPEWELL Provided always
\n that if either party shall not be present at the relevant meter or
\n meters at the agreed time, the above mentioned photograph shall be
\n taken by the party present and shall be binding on the party absent.<\/p>\n
4. HOPEWELL shall supply and install and NAPOCOR shall maintain as part of
\n the interconnection facilities, meters and related equipment to be
\n utilized for the measurement of electric power and energy in
\n determining NAPOCOR’s payments to HOPEWELL pursuant to this Agreement.<\/p>\n
5. For the purpose of monitoring the Power Station’s operation, NAPOCOR
\n shall have the right to require, at HOPEWELL’s expense, the
\n installation of metering devices at the generation side which will be
\n specified to HOPEWELL prior to the Effective Date.<\/p>\n
6. The meters, installed in pursuance to this Agreement, shall be tested
\n by NAPOCOR at its own expense every six months. Other tests may be
\n conducted at any reasonable time upon request by either party, at the
\n requesting party’s expense. If HOPEWELL makes such request, HOPEWELL
\n shall reimburse said expense to NAPOCOR within thirty (30) days after
\n presentation of a bill therefor. NAPOCOR’s meter test result shall be
\n deemed final and conclusive.<\/p>\n
7. The meters and metering transformers shall be in accordance with
\n NAPOCOR’s specifications.<\/p>\n
8. Metering equipment found to be inaccurate shall be repaired, adjusted,
\n or replaced by NAPOCOR at HOPEWELL’s expense such that the accuracy of
\n said equipment shall be 100%. If metering equipment inaccuracy exceeds
\n plus or minus two percent (2%), the correct amount of energy delivered
\n during the period of said inaccuracy shall be estimated by NAPOCOR and
\n agreed by the parties. Adjustment for meter inaccuracy shall cover only
\n the current Month and the Month immediately preceding it.<\/p>\n
42<\/p>\n
46<\/p>\n
EIGHTH SCHEDULE<\/p>\n
DELIVERY OF POWER AND ENERGY<\/p>\n
1. OBLIGATIONS OF PARTIES. HOPEWELL hereby agrees to convert fuel
\n supplied by NAPOCOR into electricity and NAPOCOR hereby agrees to take
\n at the high voltage side of the step-up transformer, the electric
\n power and energy delivered by HOPEWELL to NAPOCOR until the end of the
\n Co-operation Period.<\/p>\n
2. CAPACITY PROVISION. HOPEWELL shall provide and NAPOCOR shall pay for
\n the electric power output capacity of the Power Station as provided in
\n Section 5.1 of this Schedule in respect of the amount of Contracted
\n Capacity which, in respect of each year, shall be the actual net
\n Kilowatt (KW) capability of the Power Station nominated by HOPEWELL
\n for such year provided that:-<\/p>\n
a. such nominated amount may not exceed 105% of the Nominal
\n Capacity unless NAPOCOR so agrees; and<\/p>\n
b. if, at the beginning of any year HOPEWELL nominates an amount
\n less than 95% of the Nominal Capacity it may subsequently
\n nominate an increased amount in which case such increased
\n amount shall be the Contracted Capacity for the remainder of
\n such year.<\/p>\n
At the commencement of each year of the Co-operation Period, if so
\n requested by NAPOCOR, HOPEWELL shall demonstrate its ability to
\n provide NAPOCOR the Contracted Capacity within 14 days of any
\n nomination by HOPEWELL.<\/p>\n
If, on the Completion Day or any anniversary thereof HOPEWELL fails to
\n notify NAPOCOR of the nominated amount of Contracted Capacity for the
\n following year, the Contracted Capacity for such year shall be 200,000
\n KW.<\/p>\n
3. DELIVERED ENERGY. HOPEWELL shall convert fuel supplied by NAPOCOR
\n into electricity and deliver it to NAPOCOR, and NAPOCOR shall take
\n such electricity from HOPEWELL as requested by the NAPOCOR Power
\n Management Center. The energy delivered shall be paid for by NAPOCOR
\n pursuant to the terms and conditions as provided in Section 5.2 of
\n this Schedule.<\/p>\n
4. START UPS. NAPOCOR shall pay HOPEWELL for each start up of the gas
\n turbines as provided in Section 5.3 of this Schedule.<\/p>\n
43
\n 47<\/p>\n
5. TERMS OF PAYMENT<\/p>\n
5.1 CAPACITY FEES. Capacity Fees shall be computed on the basis
\n of the following formula:<\/p>\n
A = {[(BCR * CC)(1 – TFOD\/Nd)] – [(y * 1.05)(BCR)(NC – CC)]}<\/p>\n
where:<\/p>\n
A = Total Capacity Payment in Dollars for the
\n Month<\/p>\n
BCR = Base Capacity Rate in $\/KW\/Month<\/p>\n
NC = Nominal Capacity, in KW<\/p>\n
TFOD = Total Forced Outage Days<\/p>\n
Nd = Total No. of Days in the Month<\/p>\n
CC = Contracted Capacity for the year, in KW<\/p>\n
y = variable<\/p>\n
The Base Capacity Rate shall be $3.225 KW\/Month.<\/p>\n
The variable y is defined as follows:<\/p>\n
if 0.95 NC <\/p>\n
\n Maximum Fluctuation
\n ——————-
\n
\n Compressor inlet air temperature + 1.5 degree C
\n _<\/p>\n Fuel rate + 2%
\n _ <\/p>\n
Speed of load turbine + 1%
\n _<\/p>\n
Measured load + 2%
\n _ <\/p>\n
(f) The tests will be conducted using normal operating
\n fuel with specifications in accordance with the
\n Fourth Schedule. Fuel heating value and specific
\n gravity will be determined by a properly qualified
\n laboratory.<\/p>\n
(g) Test readings for the Guarantee Tests will be
\n recorded at ten minutes intervals during a one hour
\n period after the units have achieved a steady state
\n condition.<\/p>\n
(h) Instrumentation<\/p>\n
Instruments used to measure performance are all panel
\n instruments unless otherwise mentioned.<\/p>\n
59
\n 63<\/p>\n
Only those measurement items marked with an asterisk
\n (see Table I) are required for the Guarantee Tests.<\/p>\n
Instruments used to measure the quantities required for the
\n Guarantee Tests will be calibrated over their expected
\n operating ranges.<\/p>\n
In addition other instruments will be monitored to ensure the
\n units are operated under steady state conditions.<\/p>\n
(4) TOLERANCE<\/p>\n
Only output and heat rate at MCR are guaranteed with
\n tolerance.<\/p>\n
The measuring tolerance values at MCR are as follows:<\/p>\n
Tolerance of output : 1.75%<\/p>\n
Tolerance of heat rate : 3.0%<\/p>\n
(5) HEAT RATE CALCULATION<\/p>\n
Station Heat Rate, Btu Total Heat of Fuel Input
\n — = —————————
\n KWh Net Electrical Power Output<\/p>\n
Total Heat Input of Fuel, Btu = Weight of Fuel Input,
\n —
\n hr<\/p>\n
lb x Heating Value, Btu
\n — —
\n hr lb<\/p>\n
Net Electrical output is measured by the KWhr meter on the
\n high voltage side of the generator transformer.<\/p>\n
Note: The Tested Plant Net Guaranteed Net Heat Rate is the
\n weighted average of the Tested Plant Net Heat Rates
\n of the Guarantee Tests.<\/p>\n
II. Information Tests<\/p>\n
(1) PURPOSE OF INFORMATION TESTS<\/p>\n
To provide information only on the operating characteristics
\n of the Power Station and its performance at various
\n conditions.<\/p>\n
(2) GENERATOR TESTS<\/p>\n
The following tests will be conducted at the time of the
\n Guarantee Tests or as agreed between HOPEWELL and NAPOCOR.<\/p>\n
60<\/p>\n
64<\/p>\n
\n\n——————————————————————————-<\/p>\nNo. Test Items Symbol Remarks
\n——————————————————————————-
\n
\n1 Insulation resistance test 0 By a 1.000V megger for
\n alternator armature windings.
\n By 500 V megger for field.<\/p>\n2 Temperature rise test 0 Temperature rise test will
\n be made with the machine
\n operating at rated loading
\n condition.<\/p>\n
3 Vibration test 0 Vibration will be measured
\n at no-load and load.<\/p>\n
4 Insulation of bearing 0 Bearing insulation will be
\n checked at installation.
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
(3) INSTRUMENTATION<\/p>\n
The measurement items which are not asterisked in Table I are
\n to be tested as part of the Information Tests.<\/p>\n
In addition to the measurement items listed in Table I, the
\n following information will also be taken:<\/p>\n
(i) Lube oil header pressure and temperature<\/p>\n
(ii) Bearing drain temperature<\/p>\n
(iii) Wheel space temperature<\/p>\n
61<\/p>\n
65
\n TABLE I<\/p>\n
Instrumentation for Heat Rate Testing<\/p>\n
\n\n————————————————————————————————-
\nMeasurement Primary Secondary Location of
\nItem Qty. Device Device Primary Dev.
\n————————————————————————————————-
\n
\n* Atmospheric 1 Barometer — In plant at
\n pressure turbine level<\/p>\n* Compressor 2 Thermometer — Inlet to air
\n inlet temp. filter<\/p>\n
Compressor 2 Thermocouple Unit Compressor dis-
\n discharge temp. charge passage
\n temp. ind.<\/p>\n
Compressor 1 Pressure Unit Compressor dis-
\n discharge gauge pressure charge passage
\n pressure gauge<\/p>\n
Turbine speed Generator — At generator
\n frequency panel
\n meter<\/p>\n
Turbine 12 Thermocouple Unit Exhaust duct
\n exhaust temp. temp.
\n ind.<\/p>\n
*Fuel flow 1 Fuel flow — Fuel supply
\n meter line<\/p>\n
*Fuel temp. 1 Thermometer — At fuel meter<\/p>\n
*Fuel specific 1 — Lab. —
\n gravity tests<\/p>\n
*Fuel heating 1 — Lab. —
\n value tests<\/p>\n
Generator 1 Unit Kilowatt At generator
\n output instrument hour panel
\n transformer meter<\/p>\n
*Net power 1 Precision — HV side of
\n output kilowatt transformer
\n hour meter
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
62<\/p>\n
66
\n FIFTEENTH SCHEDULE<\/p>\n
SAMPLE COMPUTATIONS OF MONTHLY BILLINGS,
\n START-UP CHARGES, PENALTIES AND BONUSES<\/p>\n
I. BONUS FOR EARLY COMPLETION<\/p>\n
Data and Assumptions:<\/p>\n
– 100 MW completion on June 1, 1989 and able to operate through
\n June 25, 1989 without Forced Outage.<\/p>\n
– Metered energy delivered on June 25, 1989 = 5,500,00 KWH<\/p>\n
– Tested Plant Net Heat Rate = 12,300 BTU\/KWH<\/p>\n
1. Capacity Fee = (BCR*CC) (1-TFOD\/Nd) – (Y*1.05)(BCR) (NC-CC)<\/p>\n
where: BCR = $3.225\/KW\/month
\n NC = CC = 100,000 KW
\n TFOD = 6 days (May 26 to May 31 i.e. including
\n days before completion)
\n Nd = Total number of days = 31 days (May 26
\n to June 25)
\n Y = variable = 0<\/p>\n
Capacity fee = ($3.225*100,000) * (1-6\/31 – 0
\n = $322,500 * 25\/31
\n $260,080.64 <\/p>\n
2. Energy Fee = (BER*ED) + 0 (Vg-Vt) <\/p>\n
where: BER = $0.003\/KWH plus Ps0.023\/KWH
\n ED = 5,500,000 KWH <\/p>\n
Energy Fee = 5,500,00 * ($0.003 + Ps0.023)
\n $16,500.00 plus Ps126,500.00 <\/p>\n
3. Total Bonus = $260,080.64 + $16,500.00 + Ps126,500.00
\n = $276,580.64 plus Ps126,500.00 <\/p>\n
II. PENALTY FOR DELAYED COMPLETION<\/p>\n
Data and assumptions:<\/p>\n
– lst 100 MW completion on June 1, 1989 with 5,500,000 KWH
\n monthly energy<\/p>\n
– 2nd 100 MW completion on November 1, 1989 with 5,500,000 KWH
\n monthly energy<\/p>\n
– Tested Plant Net Heat Rate = guaranteed 12,300 BTU\/KWH<\/p>\n
63
\n 67<\/p>\n
\n
\n1. Billing period August 26 through
\n September 25, 1989, still Bonus:<\/p>\n CF = $3.225 x 100,000 = $322,500.00
\n EF = 5,500,000 x ($0.003 + Ps0.023) = $ 16,500.00
\n + Ps126,500.00
\n ————
\n Total Bonus = $339,000.00
\n + Ps126,500.00<\/p>\n
2. Billing period September 26 through
\n October 25, 1989:<\/p>\n
CF = $3.225 x 100,000 = $322,500.00
\n EF = 5,500,000 x ($0.003 + Ps0.023) = $ 16,500.00
\n + Ps126,500.00
\n ————
\n Gross Fee = $339,000.00
\n + Ps126,500.00<\/p>\n
Penalty for period October 16 through
\n October 25, 1989:<\/p>\n
Capacity penalty = $3.225 x 100,000 x 10\/30 x 1.05 = $112,875.00<\/p>\n
Total Net Billing = $226,125.00
\n + Ps126,500.00<\/p>\n
3. Billing period October 26 through
\n November 25, 1989:<\/p>\n
– For lst 100 MW power & energy delivery = $339,000.00 <\/p>\n
– For 2nd 100 MW power & energy delivery<\/p>\n
CF = $3.225 * 100,000 x 25\/31 = $260,080.65
\n EF = 5,500,000 * (25\/31) * (0.003 + Ps0.023) $ 13,306.45
\n + Ps102,016.12<\/p>\n
– Penalty for period October 16 through
\n October 31, 1989: = $ 67,725.00
\n ————
\n – Penalty = (6\/30) * $3.225 * 100,000 x 1.05<\/p>\n
Total Net Billing = $544,662.10
\n + Ps102,016.12
\n<\/c><\/c><\/s><\/table>\n
64
\n 68<\/p>\n
III. PENALTY AND LIQUIDATED DAMAGES<\/p>\n
If no capacity of the Power Station is completed 300 days after Target
\n Completion Date of October 15, 1989:<\/p>\n
\n
\n 1) Capacity Penalty = $3.225 * 200,000 * 12 * 300\/365 = $ 6,679,725.80
\n 2) Liquidated Damages * 1.05 = $ 4,200,000.00
\n ————–
\n Total = $10,879,725.80
\n ==============
\n<\/c><\/c><\/s><\/table>\nIV. NORMAL CONDITION MONTHLY BILLING<\/p>\n
Data and Assumptions:<\/p>\n
Nominal Capacity = Contracted Capacity = 200,000 KW<\/p>\n
Monthly Energy Delivery = 14,600,000 KWH<\/p>\n
1. If no Forced Outage or scheduled Downtime<\/p>\n
\n
\n CF = BCR * CC = $ 645,000.00
\n = $3.225 * 200,000<\/p>\n EF = ED * BER = $ 43,800.00
\n = 14,000,600 x $0.003 + Ps0.023 + Ps 335,800.00
\n ————–<\/p>\n
Sub-Total = $ 668,800.00
\n + Ps 335,800.00
\n ==============<\/p>\n
Start-up Fee:<\/p>\n
Assume: 21 start-ups\/month at 30 minutes<\/p>\n
Energy = 3,500 KW x 0.5 x 21 = 36,750 KWH<\/p>\n
Start-up fee = 36,750 * ($0.003 + Ps0.023) = $ 110.25
\n + Ps 845.25<\/p>\n
Total Bill = $ 688,910.25
\n + Ps 336,645.25
\n ————–<\/p>\n
2. If during the Month, any of the units were on Forced Outage
\n for a total of five (5) days or that the Power Station failed
\n to provide 200 MW as called upon by NPC load dispatcher for a
\n total of five (5) times:<\/p>\n
CF = $3.225 * 200,000 * (1-5\/30) = $ 537,500.00
\n EF = 14,600,000 * ($0.003 + Ps0.023) = $ 43,800.00
\n + Ps 335,800.00
\n ————–
\n Total Bill = $ 581,300.00
\n + Ps 335,800.00
\n ==============
\n<\/c><\/s><\/table>\n
NOTE: Penalty = $107,500.00<\/p>\n
65
\n 69<\/p>\n
3. If during the Month, one of the units (50,000 kW capacity)
\n accumulated an EOH of 4000 hours but exceeded its allowable
\n Downtime per the maintenance schedule:<\/p>\n
Total no. of Downtime days = 5 days<\/p>\n
Allowable Downtime:<\/p>\n
Per Item 1, Schedule Six = 1\/2 day
\n Per Item 4, Schedule Six = 3 days<\/p>\n
Total Allowable Downtime = 3-1\/2 days<\/p>\n
Forced Outage 5 – 3\/12 = 1-1\/2 days<\/p>\n
CF = ($3.225 x 200,000) (1 – 1.5\/30)
\n = $645,000 x (1 – 0.05)
\n = $645,000 x 0.95
\n = $612,750 <\/p>\n
Penalty = $32,250<\/p>\n
V. Penalty\/Bonus due to deviation from Guaranteed Plant Net Heat Rate<\/p>\n
Penalty Bonus = 0 (Vg-Vt)<\/p>\n
Vt = ED * HR(g) * lLHV * 1\/d <\/p>\n
where: O = Price of fuel = $0.1524 or P3.20\/litre
\n HR(g) = 12,300 BTU\/KWH Guaranteed Plant Net Heat Rate
\n d = 1.85 lb\/litre density of fuel
\n ED = 14,600,000 KWH delivered energy per month<\/p>\n
1. If HR(t) = 12,546 BTU\/KWH as tested at Commissioning Date<\/p>\n
then:<\/p>\n
Vg = 14,600,000 x 12,300 x 1\/18,400 x 1\/1.85
\n = 5,275,558.167 litres\/month<\/p>\n
Vt = 14,600,000 * 12,546 * 1\/18,400 * 1\/1.85
\n = 5,381,069.33 litres\/month<\/p>\n
Thus, for the lst 6,000 EOH (more or less one year operation)<\/p>\n
(Penalty\/month = 0 (Vg-Vt)
\n = $0.1524 (5,275,558.167 – 5,381,069.33)
\n = $16,079.89\/month<\/p>\n
66
\n 70<\/p>\n
2. If HR(t) = 12,054 BTU\/KWH as tested at Commissioning Date<\/p>\n
then:<\/p>\n
Vt = 14,600,000 x 12,054 x 1\/18,400 x 1\/1.85
\n = 5,170,047.004 litres\/month<\/p>\n
Thus, for the lst 6,000 EOH (more or less one year operation)<\/p>\n
Bonus\/month = $0.1524 (5,275,558.167 – 5,170,047.004)<\/p>\n
= $16,079.89\/month<\/p>\n
3. If HR(t) = 12,669 BTU\/KWH as tested after 6,000 EOH
\n (more or less 2nd year)<\/p>\n
then:<\/p>\n
HR(g) = 12,300 * 1.006 = 12,373 BTU\/KWH
\n V(g) = 14,600,000 * 12,373 * 1\/18,400 * 1\/1.85
\n = 5,306,868.2 litres\/month<\/p>\n
Thus, for the 2nd 6,000 EOH (2nd year operation)<\/p>\n
Penalty\/month = $0.1524 (5,306,868.2 – 5,433,824.8)
\n = $19,348.18\/month<\/p>\n
4. If HR(t) = 12,263 BTU\/KWH as tested after 6,000 EOH (more or
\n less 2nd year)<\/p>\n
then:<\/p>\n
V(t) = 14,600,000 * 12,263 * 1\/18,400 * 1\/1.85
\n = 5,259,688.5 litres\/month<\/p>\n
Bonus\/month = $0.1524 (5,306,868.2 – 5,259,688.5)
\n = $ 7,190.18\/month<\/p>\n
67<\/p>\n
71
\nNATIONAL POWER CORPORATION<\/p>\n
By:<\/p>\n
—————————————-
\n ERNESTO M. ABOITIZ<\/p>\n
Telex: 40120 NAPOCOR PM
\nFax: 2 9224 339<\/p>\n
HOPEWELL PROJECT MANAGEMENT COMPANY LIMITED<\/p>\n
By:<\/p>\n
—————————————-
\n GORDON WU<\/p>\n
Telex: 72485 HOWEL HX
\nFax: 5-8612068<\/p>\n
68
\n 72<\/p>\n
[CHART]<\/p>\n
NOTE:<\/p>\n
1. COORDINATES (X,Y) SHOWN IN THIS DRAWING ARE NOT FINAL AND ARE
\n ASSUMED. FINAL COORDINATES SHALL BE VERIFIED AND ESTABLISHED IN
\n THE FIELD BY THE EFFECTIVE DATE.<\/p>\n
LOCATION PLAN<\/p>\n
FIGURE 1
\n 73
\n [CHART]<\/p>\n
DETAIL: TEMPORARY FENCE and GATE
\n ——————————–
\n FIGURE 2
\n 74<\/p>\n
[CHART]<\/p>\n
PROPOSED 200 MW GAS TURBINE POWER PLANT
\n SINGLE LINE DIAGRAM<\/p>\n
NATIONAL POWER CORPORATION
\n DILIMAN, QUEZON CITY<\/p>\n
75<\/p>\n
[CHART]<\/p>\n
SCOPE OF SUPPLY
\n FIGURE 4<\/p>\n
76<\/p>\n
[CHART]<\/p>\n
SCOPE OF SUPPLY
\n FIGURE 4A
\n 77
\n PROPOSED SCHEME OF DILIMAN — NAVOTAS \/ MALABON LINK<\/p>\n
[CHART]<\/p>\n
COMMUNICATION<\/p>\n
FIGURE 5
\n 78
\n [CHART]<\/p>\n
FUEL OIL HANDLING SYSTEM
\n SCHEMATIC DIAGRAM<\/p>\n
FIGURE 6
\n 79
\n [CHART]<\/p>\n
METERING
\n FIGURE 7
\n<\/c><\/s><\/caption>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8237],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9613,9620],"class_list":["post-42107","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mirant-corp","corporate_contracts_industries-utilities__electric","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42107","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42107"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42107"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42107"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42107"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}