\n Effective Date 1st July, 1992
\n Target Completion Date 1st April, 1993
\n<\/c><\/s><\/caption>\n<\/table>\n 5.02 In the event that the Effective Date occurs, or the
\n instructions referred to in Clause 3.01 are given, after 1st
\n July, 1992 the other date set out in Clause 5.01 shall be
\n adjusted to occur later by the number of days that the
\n Effective Date occurs, or such instructions are given after
\n 1st July, 1992.<\/p>\n
5.03 In the event that, due to the fault of HOPEWELL, HOPEWELL
\n fails to complete the Power Station as provided in Clause 4.01
\n HOPEWELL shall pay NAPOCOR for each day thereafter until the
\n Completion Date as provided in the Third Schedule.<\/p>\n
5.04 In the event that, due to the fault of HOPEWELL, the
\n Completion Date has not occurred on or before the day falling
\n ninety (90) calendar days after the Target Completion Date and
\n it does not appear reasonably likely that the Completion Date
\n will ever occur. HOPEWELL shall pay to NAPOCOR the sum of
\n $1,500,000 by way of liquidated damages but shall have no
\n other liability in respect of such failure to complete the
\n Power Station other than that provided in Clause 15.01 and
\n upon such sum becoming payable, or being paid by HOPEWELL
\n prior to it becoming due, HOPEWELL shall have no further
\n liability to make payments pursuant to Clause 5.03.<\/p>\n
5.05 Upon substantial completion of the Power Station, HOPEWELL may
\n certify that the Power Station has successfully completed its
\n testing and that accordingly the Completion Date has occurred
\n notwithstanding that the Power Station is unable to produce
\n 100 MW or to achieve the heat rates provided in Section 9 of
\n Part A of the Second Schedule but in that event<\/p>\n
10
\n 14
\n adjustments shall be made to the Capacity Fees and Energy Fees
\n as provided in the Eighth Schedule.<\/p>\n
6. Testing<\/p>\n
6.01 The parties shall meet and agree procedures, standards,
\n protective settings and a programme for the testing of the
\n Power Station in accordance with the Fourteenth Schedule and
\n NAPOCOR undertakes to take all electricity generated during
\n any such testing.<\/p>\n
6.02 HOPEWELL shall give to NAPOCOR not less than 14 days’ notice,
\n or such lesser period as the parties hereto may agree, of its
\n intention to commence any testing.<\/p>\n
6.03 During the Co-operation Period, in order to ensure the proper
\n functioning and maintenance of the Power Station, HOPEWELL
\n shall be entitled to require that each gas turbine be operated
\n for a period of two hours in each Month including start up
\n time.<\/p>\n
6.04 NAPOCOR shall ensure that there is made available for any
\n testing supplies of fuel, start up electricity and water in
\n sufficient quantity for the proper carrying out of such
\n testing and of the quality specified in the Schedules hereto.<\/p>\n
6.05 The cost of the fuel to be supplied by NAPOCOR pursuant to
\n Clause 6.04 shall be for NAPOCOR’s account.<\/p>\n
6.06 NAPOCOR shall ensure that the Transmission Line is installed
\n and connected in time for the first testing to take place in
\n accordance with the agreed program and that it is by such time
\n capable of operating within the specifications set out in the
\n Fifth Schedule.<\/p>\n
6.07 NAPOCOR and\/or its experts shall be entitled to be present at
\n any testing.<\/p>\n
6.08 Forthwith upon the completion of any testing HOPEWELL shall
\n certify whether or not the Power Station has satisfied such
\n test and shall provide NAPOCOR with a copy of such
\n certificate.<\/p>\n
7. Conditions Precedent<\/p>\n
7.01 It shall be a condition precedent to this Agreement that by
\n 1st July, 1992, or such later date as the parties hereto may
\n agree, the following are supplied to NAPOCOR by HOPEWELL,
\n each <\/p>\n
11
\n 15
\n in form and substance satisfactory to NAPOCOR or that such a
\n condition precedent is waived by NAPOCOR:<\/p>\n
(i) copies of the Memorandum and Articles of Association
\n of HOPEWELL, as certified by the company secretary of
\n HOPEWELL in a manner satisfactory to NAPOCOR;<\/p>\n
(ii) copies of resolutions adopted by HOPEWELL’s Board of
\n Directors authorising the execution, delivery and
\n performance by HOPEWELL of this Agreement certified
\n by the company secretary of HOPEWELL in a manner
\n satisfactory to NAPOCOR;<\/p>\n
(iii) approval of the Central Bank to make payments to
\n HOPEWELL in dollars as provided in this Agreement;<\/p>\n
(iv) a bond or guarantee of a financial institution
\n acceptable to NAPOCOR in respect of HOPEWELL’s
\n obligations under Clause 5.04; and<\/p>\n
(v) a copy of the Articles of Incorporation of HOPEWELL
\n PHILIPPINES, as registered with the Securities and
\n Exchange Commission, certified by the company
\n secretary in a manner satisfactory to NAPOCOR.<\/p>\n
7.02 It shall be a condition precedent to this Agreement that by
\n 1st July, 1992, or such later date as the parties hereto may
\n agree, the following are supplied to HOPEWELL by NAPOCOR, each
\n in form and substance satisfactory to HOPEWELL or that such a
\n condition precedent is waived by HOPEWELL:<\/p>\n
(i) copies of the Charter and By-Laws of NAPOCOR, and of
\n resolutions adopted by its Board of Directors
\n authorising the execution delivery and performance by
\n NAPOCOR of this Agreement, each certified by the
\n corporate secretary of NAPOCOR in a manner
\n satisfactory to HOPEWELL;<\/p>\n
(ii) copies of such consents, licences, permits,
\n approvals, and registrations by or with any
\n governmental agency or other authority in the
\n Philippines as may be necessary to ensure the
\n validity and binding effect of this Agreement and to
\n permit the performance by NAPOCOR of its obligations
\n under this Agreement;<\/p>\n
(iii) a certificate of the corporate secretary of NAPOCOR
\n confirming that all necessary corporate and other
\n approvals and action have been duly obtained and
\n taken<\/p>\n
12<\/p>\n
16
\n for the execution, delivery and performance by
\n NAPOCOR of this Agreement;<\/p>\n
(iv) a copy of the lease to NAPOCOR of the Site, certified
\n by the corporate secretary of NAPOCOR in a manner
\n satisfactory to HOPEWELL together with the agreement
\n of the lessor and NAPOCOR that, in the event NAPOCOR
\n shall fail to pay any rental or perform any of its
\n obligation when due under the said lease, HOPEWELL or
\n its assignee shall be entitled, at its sole option,
\n to pay such rental or perform such obligation on
\n behalf and for the account or NAPOCOR;<\/p>\n
(v) evidence that the lease referred to in paragraph
\n (iv) above has been recorded in the office of the
\n Register of Deeds and that HOPEWELL’s interest in the
\n Site has been duly recorded on such lease and in the
\n office of the Register of Deeds; and<\/p>\n
(vi) a legal opinion of NAPOCOR’s General Counsel in the
\n form set out in the Thirteenth Schedule.<\/p>\n
(vii) evidence of the approval of NAPOCOR to HOPEWELL’s
\n occupation and use of the Site, as contemplated in
\n this Agreement and at no cost to HOPEWELL, from the
\n Effective Date to the Transfer Date.<\/p>\n
7.03 It shall be a condition precedent to this Agreement that by
\n 1st July 1992, or such later date as the parties hereto may
\n agree, the following are received by HOPEWELL, each in form
\n and substance satisfactory to HOPEWELL or that such a
\n condition precedent is waived by HOPEWELL:<\/p>\n
(i) a performance undertaking of the Republic of the
\n Philippines in respect of NAPOCOR’s obligations
\n hereunder duly executed and delivered by the Republic
\n of the Philippines in the form set out in the
\n Eleventh Schedule;<\/p>\n
(ii) copies of all such consents, licences, permits,
\n approvals and registrations by or with any
\n governmental agency or other authority in the
\n Philippines as may be necessary to ensure the
\n validity and binding effect of the Performance
\n Undertaking, and to permit the performance by the
\n Republic of the Philippines of its obligations
\n thereunder;<\/p>\n
(iii) a legal opinion of the Secretary of Justice of the
\n Republic of the Philippines as to the validity,
\n enforceability and<\/p>\n
13<\/p>\n
17
\n binding effect of the Performance Undertaking in form
\n and 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
\n Schedule.<\/p>\n
(vi) an Environmental Compliance Certificate for the Power
\n Station; and<\/p>\n
(vii) an advice from HOPEWELL to NAPOCOR that HOPEWELL has
\n been able to arrange for the purchase of appropriate
\n gas turbines and auxiliaries for the construction of
\n the power station.<\/p>\n
it is understood that NAPOCOR shall not be responsible to
\n ensure that any of the above is received by HOPEWELL.<\/p>\n
7.04 If, on or before the 1st September, 1992, or such later date
\n as the parties hereto may agree, the Effective Date has not
\n occurred, NAPOCOR shall reimburse and indemnify HOPEWELL for
\n all costs and liabilities incurred by HOPEWELL in respect of
\n its obligations under Clause 3 provided that NAPOCOR has given
\n its prior written approval to HOPEWELL incurring such cost or
\n liability; NAPOCOR’s obligations under this Clause 7.04 shall
\n be effective notwithstanding that the Effective Date has not
\n occurred or that all or any of the conditions precedent set
\n out in Clauses 7.01, 7.02 and 7.03 have not been satisfied or
\n waived.<\/p>\n
7.05 In the event that the lease referred to in Clause 7.02(iv), or
\n any of the approvals, consents, registrations, exemptions or
\n other rights, laws or regulations referred to in Clause 7.02,
\n 7.03 or the Ninth Schedule is subsequently terminated,
\n withdrawn, rescinded or amended or any new required extension,
\n approval, consent or registration cannot be obtained and as a
\n result thereof the interest of HOPEWELL in the Site, the
\n Project or the Power Station and\/or HOPEWELL’s expectation of
\n its economic return (net of tax or other imposition) on its
\n investment is materially reduced, prejudiced or otherwise
\n adversely affected (including, without limitation, any
\n restriction on the ability to remit funds in dollars outside
\n of the Philippines) then the parties hereto shall meet and
\n endeavour to agree on amendments to this Agreement and if
\n after 60 days no such agreement has been reached the
\n provisions of Clause 17.01 shall apply.<\/p>\n
14
\n 18<\/p>\n
7.06 NAPOCOR and HOPEWELL shall meet and jointly certify that this
\n Agreement is no longer conditional and that the Effective
\n Date has occurred.<\/p>\n
7.07 If all the conditions set forth in Clauses 3.01, 7.01, 7.02
\n and 7.03 hereof have not been satisfied as of 1st September,
\n 1992, the parties hereto shall meet and endeavour to agree a
\n new effective date; if no agreement is reached on or before
\n 1st November, 1992, this Agreement shall, subject to Clause
\n 7.04, be declared automatically cancelled (except as required
\n in respect of Clause 7.04) and the parties shall have no
\n liability with respect to each other except as provided in
\n Clause 7.04.<\/p>\n
8. Operation of the Power Station<\/p>\n
8.01 HOPEWELL shall, at its own cost, be responsible for the
\n management, operation, maintenance and repair of the Power
\n Station during the Co-operation Period and shall use its best
\n endeavours to ensure that the Power Station is in good
\n operating condition and capable of converting fuel supplied
\n by NAPOCOR into electricity in a safe and stable manner
\n within the Operating Parameters.<\/p>\n
8.02 Notwithstanding Clause 8.01, it is understood and agreed by
\n NAPOCOR that in order to undertake necessary overhaul,
\n maintenance, inspection and repair HOPEWELL shall be entitled
\n to periods of Downtime as provided in the Sixth Schedule and,
\n by not later than the Completion Date and each anniversary
\n thereof, the parties hereto shall agree an annual schedule
\n for Downtime during the course of the succeeding year which
\n shall be revised as provided in the Sixth Schedule.<\/p>\n
8.03 HOPEWELL undertakes that during the Co-operation Period,
\n subject to the supply of the necessary fuel pursuant to
\n Clause 9 and to the other provisions hereof, it will operate
\n the Power Station to convert such fuel into electricity in
\n accordance with Clause 10.<\/p>\n
8.04 In pursuance of its obligations under Clause 8.01 HOPEWELL
\n shall have full 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
\n advisers;<\/p>\n
(iii) purchase replacement equipment;<\/p>\n
15<\/p>\n
19
\n (iv) appoint, organise and direct staff, manage and
\n supervise the Power Station;<\/p>\n
(v) establish and maintain regular inspection,
\n maintenance and overhaul procedures; and<\/p>\n
(vi) do all other things necessary or desirable for the
\n running of the Power Station within the Operating
\n Parameters.<\/p>\n
8.05 NAPOCOR shall ensure that all infrastructural requirements and
\n utilities necessary for the operation of the Power Station
\n within the Operating Parameters are made available in a timely
\n fashion and accordingly shall at its own cost, inter alia:<\/p>\n
(i) ensure that there is provided to the Site water,
\n electricity, telephone, telex and fax as provided in
\n Section VI of the First Schedule the cost of the
\n utilization of which (other than electricity) and
\n normal fees shall be for HOPEWELL’s account; and<\/p>\n
(ii) maintain and repair the Transmission Line to ensure
\n that 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
\n discuss and agree safety guidelines for the operation of the
\n Power Station within the Operating Parameters and following
\n such agreement HOPEWELL shall operate the Power Station within
\n such safety guidelines.<\/p>\n
8.07 HOPEWELL shall operate the Power station in accordance with
\n all environmental and other Philippine and local laws and
\n regulations in force as at the date of this Agreement and
\n shall comply with any changes in such laws and regulations and
\n with any new laws and regulations provided that if to comply
\n with such changes or new laws and regulations would:<\/p>\n
(i) result in the Power Station being unable to operate
\n in accordance with the Specifications or within the
\n Operating 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
\n Station and\/or HOPEWELL’s expectation of its economic
\n return (net of tax or other imposition) on its
\n investment being materially reduced, prejudiced or
\n otherwise adversely affected,<\/p>\n
16<\/p>\n
20
\n then the parties shall meet and endeavour to agree on
\n amendments to this Agreement and if after 60 days no such
\n agreement has been reached the provisions of Clause 17.01
\n shall apply.<\/p>\n
8.08 Availability will be determined by reference to Downtime
\n calculated as provided in the Sixth Schedule and the parties
\n will agree an annual schedule of Availability which shall be
\n reviewed from time to time; in agreeing such Availability
\n Schedule HOPEWELL shall take account of the requirements of
\n NAPOCOR but in no event shall HOPEWELL be obliged to agree to
\n Availability in excess of, or at times other than, that
\n 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
\n supply and deliver all fuel and start up electricity required
\n by HOPEWELL and necessary for the Power Station to generate
\n the electricity required to be produced by it pursuant to
\n Clause 10.<\/p>\n
9.02 The cost of the fuel to be supplied by NAPOCOR pursuant to
\n Clause 9.01 shall be for NAPOCOR’s account.<\/p>\n
9.03 All fuel and start up electricity to be supplied by NAPOCOR
\n shall be of the quality and supplied and delivered in the
\n manner described in the Fourth Schedule.<\/p>\n
9.04 All fuel shall be tested as provided in the Fourth Schedule,
\n and HOPEWELL shall, at all times, be entitled to reject any
\n fuel if the results of any test relating to it show that it
\n does not comply with the Fuel Specifications but NAPOCOR shall
\n not have any liability to HOPEWELL for damage to the Power
\n Station resulting from the fuel not complying with the Fuel
\n Specifications.<\/p>\n
9.05 NAPOCOR shall ensure that at all times the necessary stocks as
\n required by HOPEWELL are stored adjacent to the Site or are
\n available for immediate delivery to the Site.<\/p>\n
9.06 NAPOCOR and HOPEWELL shall enter into a fuel management
\n agreement as further described in the Fourth Schedule pursuant
\n to which HOPEWELL shall agree to manage, but shall have no
\n responsibility for security in respect of the fuel of NAPOCOR
\n which has been delivered to the off Site fuel tanks upon the
\n terms and conditions therein appearing and subject to the
\n payment by NAPOCOR of the fees therein provided.<\/p>\n
17<\/p>\n
21
\n10. 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
\n such fuel into electricity and NAPOCOR agrees to take all
\n electricity requested by NAPOCOR in accordance with the
\n procedures set out in the Sixth Schedule and the Operating
\n Parameters set out in the Second Schedule.<\/p>\n
10.02 The quantities of electricity delivered to NAPOCOR by HOPEWELL
\n from time to time shall be monitored, measured and recorded in
\n accordance with the provisions of the Seventh Schedule.<\/p>\n
10.03 HOPEWELL shall notify NAPOCOR promptly of the occurrence of
\n any event (other than scheduled Downtime) which results or may
\n result in the Power Station being unable to operate in
\n accordance with the Specifications and within the Operating
\n Parameters.<\/p>\n
10.04 The place for delivery of the electricity shall be the
\n Delivery Points.<\/p>\n
11. Fees<\/p>\n
11.01 In respect of each Month from the Completion Date until and
\n including the Month in which the Transfer Date falls NAPOCOR
\n shall pay to HOPEWELL PHILIPPINES Capacity Fees, Energy Fees
\n and Start Up Fees calculated as provided in the Eighth
\n Schedule.<\/p>\n
11.02 In respect of each Month HOPEWELL will deliver to NAPOCOR an
\n invoice in respect of Capacity Fees, Energy Fees and Start Up
\n Fees for such Month and NAPOCOR shall pay to HOPEWELL the
\n amount of such invoice within 30 days after the delivery of
\n such invoice.<\/p>\n
11.03 All fees payable to HOPEWELL pursuant to this Clause shall be
\n paid together with Value Added Tax thereon (which shall be
\n separately stated in all invoices) in dollars in respect of
\n the dollar portion and in pesos in respect of any pesos
\n portion and each sum payable shall be increased so as to
\n ensure that after NAPOCOR has deducted therefrom any and all
\n taxes or charges required to be deducted therefrom by NAPOCOR
\n there remains a sum equal to the amount that would have been
\n payable to HOPEWELL had there been no requirement to deduct or
\n withhold such taxes or other charges.<\/p>\n
18
\n 22<\/p>\n
11.04 NAPOCOR shall pay to HOPEWELL Energy Fees in respect of all
\n electricity generated during commissioning and testing.<\/p>\n
11.05 NAPOCOR shall pay to HOPEWELL Energy Fees and Start Up Fees
\n calculated as provided in the Eighth Schedule in respect of
\n any requested energy and requested start up prior to the start
\n of the Co-operation Period.<\/p>\n
11.06 NAPOCOR shall pay HOPEWELL Capacity Fees calculated as
\n provided in the Eighth Schedule in respect of the period, if
\n any, from the Completion Date until Target Completion Date.<\/p>\n
11.07 In respect of each month, HOPEWELL will deliver to NAPOCOR an
\n invoice in respect of Capacity Fees, Energy Fees and Start Up
\n Fees payable pursuant to Clauses 11.04, 11.05 or 11.06 for
\n such month and NAPOCOR shall pay to HOPEWELL, the amount of
\n 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
\n of fees or otherwise is not paid on or before the due date
\n NAPOCOR shall pay interest thereon, calculated at the rate of
\n Prime plus 2% p.a. if the amount was due in dollars and the
\n T-Bill Rate plus 3% p.a. if the amount was due in pesos, from
\n the date upon which it was due until the date upon which such
\n amount is received by HOPEWELL.<\/p>\n
11.09 All payments made by NAPOCOR hereunder shall be made free and
\n clear of and without any deduction for or on account of any
\n set-off, counterclaim, tax or otherwise except as required by
\n law of the Republic of the Philippines or in payment of
\n penalties referred to in Clause 5.03.<\/p>\n
11.10 If NAPOCOR disputes the amount specified in any invoice it
\n shall so inform HOPEWELL within seven (7) days of receipt of
\n such invoice; if the dispute is not resolved by the due date
\n NAPOCOR shall pay the undisputed amount on or before such date
\n and the disputed amount shall be resolved within fourteen (14)
\n days of the due date for such invoice and any sum paid to
\n HOPEWELL shall be paid together with interest pursuant to
\n Clause 11.08 from the due date of such invoice.<\/p>\n
12. FOREIGN EXCHANGE<\/p>\n
12.01 All sums payable to HOPEWELL in dollars shall be payable in
\n dollars in Hong Kong, in same-day funds not later than 11:00
\n a.m., Hong Kong time, on the day when payment is due, to the
\n account of HOPEWELL (which HOPEWELL shall notify to NAPOCOR)
\n at Citibank, N.A. of Citicorp Centre, 18 Whitfield<\/p>\n
19
\n 23
\n Road, Causeway Bay, Hong Kong or such other account as
\n HOPEWELL may specify and is acceptable to NAPOCOR.<\/p>\n
12.02 Any costs incurred by NAPOCOR in connection with the
\n remittance of funds outside the Philippines may be deducted
\n from the amount so remitted up to a maximum amount equal to
\n 0.15% of the amount remitted, all other costs incurred in
\n making payments in accordance with the terms of this
\n Agreement shall be for NAPOCOR’s account.<\/p>\n
12.03 All sums payable to HOPEWELL in pesos shall be payable in
\n pesos in Manila, in same-day funds not later than 11:00 a.m.,
\n Manila time, on the day when payment is due, to the account
\n of HOPEWELL with a bank in Manila that HOPEWELL shall specify
\n to NAPOCOR.<\/p>\n
12.04 In the event that any payment, whether pursuant to judgment
\n or otherwise, upon prompt conversion to dollars and transfer
\n to Hong Kong, as provided in Clause 12.01, does not result in
\n payment of the dollar amount stipulated in this Agreement,
\n HOPEWELL shall be entitled to immediate payment of, and shall
\n have a separate cause of action, for the dollar deficiency.
\n However, should any such payment (upon conversion to dollars
\n and transfer to Hong Kong as aforesaid) result in the receipt
\n by HOPEWELL of a sum in excess of the dollar amount
\n stipulated in this Agreement, HOPEWELL shall pay the excess
\n amount to NAPOCOR immediately upon HOPEWELL’s receipt of
\n notice of the overpayment and its agreement to the same.<\/p>\n
12.05 All sums payable by HOPEWELL to NAPOCOR, whether pursuant to
\n judgment or otherwise, shall be payable in same-day funds not
\n later than 11:00 a.m., Manila time, on the day when payment
\n is due, to the account of NAPOCOR with a bank in Manila that
\n NAPOCOR shall specify.<\/p>\n
12.06 If any amount payable by HOPEWELL, whether pursuant to
\n judgment or otherwise, is not paid on or before the due date,
\n HOPEWELL shall pay interest thereon, calculated at the rate
\n of Prime plus 2% p.a. if the amount was due in dollars, and
\n the T-Bill rate plus 3% p.a. if the amount was due in pesos,
\n from the date that it was due until the date upon which such
\n amount is received by NAPOCOR.<\/p>\n
13. Insurance<\/p>\n
HOPEWELL shall be responsible to ensure that there is effected
\n insurance as provided in the Tenth Schedule and shall provide NAPOCOR
\n with copies of all policies of insurance effected by it. Subject to the
\n terms of Articles 16.07 and unless NAPOCOR has failed <\/p>\n
20
\n 24
\n to perform any of its payment obligations hereunder and such failure is
\n continuing, the proceeds of claims against such insurances, except
\n third party liability and workmen’s compensation insurance, with
\n respect to damage or other casualty to the Power Station shall be
\n applied by HOPEWELL to the extent necessary to repair or restore the
\n Power Station to its previous condition.<\/p>\n
14. Transfer of Ownership<\/p>\n
14.01 On the Transfer Date HOPEWELL shall transfer to NAPOCOR, free
\n from any lien or encumbrance created by HOPEWELL and without
\n the payment of any compensation, all its right, title and
\n interest in and to the fixtures, fittings, plant and equipment
\n (including test equipment and special tools) and all
\n improvements comprising the Power Station.<\/p>\n
14.02 Six months prior to the Transfer Date, NAPOCOR and HOPEWELL
\n shall meet and agree the inventories involved, the mechanics
\n of transfer and security arrangements but HOPEWELL shall not
\n be liable for any discrepancies between such inventories and
\n the actual fixtures, fittings, plant and equipment transferred
\n provided that following agreement on inventories HOPEWELL
\n shall exercise the same care regarding the fixtures, fittings,
\n plant and equipment and all improvements therein as it did
\n prior to agreeing the same and provided further that NAPOCOR
\n shall be entitled to provide a security unit within the Site.<\/p>\n
14.03 The Power Station and all other equipment transferred pursuant
\n to this Clause 14 shall be transferred on an “as is” basis and
\n any warranties which would otherwise be implied by statute or
\n otherwise, including, without limitation, warranties as to
\n title, fitness for the purpose, the absence of patent or
\n inherent defects, description or otherwise of whatsoever
\n nature will be excluded and after the Transfer Date HOPEWELL
\n shall be under no liability whatsoever to NAPOCOR in respect
\n of the operation or otherwise of the Power Station by NAPOCOR
\n or a person designated by NAPOCOR and NAPOCOR shall indemnify
\n and keep indemnified HOPEWELL against any liability to any
\n person arising from the use or operation of the Power Station
\n after the Transfer Date Provided however that HOPEWELL shall
\n subrogate or assign to NAPOCOR any and all rights and benefits
\n which it is able to subrogate or assign of any unexpired
\n warranties in respect of the building, plant and equipment of
\n the Power Station under applicable laws or otherwise.<\/p>\n
14.04 NAPOCOR shall be responsible for all costs and expenses
\n (including legal fees and taxes or duties) incurred in<\/p>\n
21
\n 25
\n connection with the transfer referred in this Clause 14 and
\n shall at its own cost obtain or effect all governmental and
\n other approvals, licenses, registrations and filings and
\n take such other action as may be necessary for the transfer
\n contemplated in this Clause 14, and reimburse HOPEWELL on
\n demand for all such costs and expenses incurred by HOPEWELL
\n in respect of such transfer.<\/p>\n
15. Liability<\/p>\n
15.01 In the event that, in breach of its obligations hereunder,
\n HOPEWELL fails to construct the Power Station, HOPEWELL shall
\n reimburse and indemnify NAPOCOR for all costs and liabilities
\n incurred by NAPOCOR in respect of NAPOCOR’s obligations under
\n Clause 2 or Clause 3.<\/p>\n
15.02 HOPEWELL’s liability to NAPOCOR arising from any breach of
\n this Agreement or otherwise in connection with the design,
\n construction and operation of the Power Station shall be
\n limited to payments as provided in Clauses 5.03, 5.04 and
\n 15.01 and the penalties as provided in Sections 5.1 and 5.2 of
\n the Eighth Schedule.<\/p>\n
15.03 NAPOCOR shall indemnify and hold HOPEWELL, its officers and
\n employees harmless against any claims of any person who
\n directly or indirectly suffers as a result of an interruption
\n of electricity supply or any other disruption or surge of
\n electricity supply arising out of or in connection with this
\n Agreement and any of HOPEWELL’s, its officers’ or employees’
\n actions or omissions in connection with the same.<\/p>\n
15.04 Subject to Clause 15.03, HOPEWELL shall hold NAPOCOR, its
\n officers and employees free of and harmless from any claims or
\n suits of any third party, other than claims for economic loss,
\n arising from HOPEWELL’s operation of the Power Station.<\/p>\n
15.05 Except where otherwise stated in this Agreement, the duties,
\n obligations and liabilities of the parties hereto are intended
\n to be several and not joint or collective and nothing
\n contained in this Agreement shall be construed to create an
\n association, trust, partnership or joint venture amongst the
\n parties hereto and each party shall be liable individually and
\n severally for its own obligations under this Agreement.<\/p>\n
16. Force Majeure<\/p>\n
16.01 No failure or omission to carry out or observe any of the
\n terms, provisions or conditions of this Agreement shall give
\n rise to any claim by any party hereto against any other party
\n hereto.<\/p>\n
22
\n 26
\n or be deemed to be breach of this Agreement if the same shall
\n be caused by or arise out of:<\/p>\n
a. (other than as referred to in paragraph (b) below),
\n any war, declared or not or hostilities, or of
\n belligerence, blockade, revolution, insurrection,
\n riot, public disorder, expropriation, requisition,
\n confiscation or nationalization, export or import
\n restrictions by any governmental authorities, closing
\n of harbours, docks, canals, or other assistences to
\n or adjuncts of the shipping or navigations of or
\n within any place, rationing or allocation, whether
\n imposed by law, decree or regulation by, or by
\n compliance of industry at the insistence of any
\n governmental authority, or fire, unusual flood,
\n earthquake, volcanic activity, storm, lightning, tide
\n (other than normal tides), tidal wave, perils of the
\n sea, accidents of navigation or breakdown or injury
\n of vessels, accidents to harbours, docks, canals, or
\n other assistences to or adjuncts of the shipping or
\n navigation, epidemic, quarantine, strikes or
\n combination of workmen, lockouts or other labour
\n disturbances, or any other event, matter or thing,
\n wherever occurring, which shall not be within the
\n reasonable control of the party affected thereby; or<\/p>\n
b. war, declared or not or hostilities involving the
\n Republic of the Philippines, or of belligerence,
\n blockade, revolution, insurrection, riot, public
\n disorder, expropriation, requisition, confiscation or
\n nationalization by or involving the Republic of the
\n Philippines, export or import restrictions by any
\n governmental, regional or municipal authorities of or
\n within the Republic of the Philippines, closing of
\n harbours, docks, canals, or other assistences to or
\n adjuncts of the shipping or navigation of or within
\n the Republic of the Philippines, rationing or
\n allocation, whether imposed by law, decree or
\n regulation by, or by compliance of industry at the
\n insistence of, any governmental authority of or
\n within the Republic of the Philippines, or any other
\n event, matter or thing, wherever occurring, which
\n shall be within the reasonable control of NAPOCOR or
\n the government of the Republic of the Philippines or
\n any agency or regional or municipal authority
\n thereof,<\/p>\n
each of the foregoing events, matters or things being called
\n “Force Majeure” in this Agreement.<\/p>\n
16.02 Notwithstanding Clause 16.01 NAPOCOR (i) shall not be entitled
\n to claim for itself Force Majeure in respect of any<\/p>\n
23<\/p>\n
27
\n Force Majeure mentioned in sub-paragraph (b) of Clause 16.01;
\n and (ii) shall not be relieved of its obligation to make
\n payments of Capacity Fees as provided in Clause 11.01 by the
\n occurrence of any Force Majeure mentioned in sub-paragraph (b)
\n 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
\n possible by telex or cable of the nature of the Force
\n Majeure and the extent to which the Force Majeure
\n suspends the affected party’s obligations under this
\n Agreement; and<\/p>\n
b. resume performance of its obligations as soon as
\n possible after the Force Majeure condition no longer
\n exists.<\/p>\n
16.04 If Force Majeure applies prior to the Completion Date the
\n parties will meet to discuss a revised timetable for the
\n completion of the Project and if the Force Majeure has applied
\n for a period in excees of 180 days and such Force Majeure is
\n mentioned in sub-paragraph (b) of Clause 16.01 the provisions
\n of Clause 17.01 shall apply.<\/p>\n
16.05 If Force Majeure applies by the occurrence of any Force
\n Majeure mentioned in sub-paragraph (a) of Clause 16.01 during
\n the Co-operation Period the Co-operation Period shall be
\n extended by a period equal to that during which the effect of
\n the Force Majeure applies provided that if such effect applies
\n for a period in excess of 180 days the parties hereto will
\n meet to discuss the basis and terms upon which the
\n arrangements set out in this Agreement may be continued.<\/p>\n
16.06 The parties hereto will consult with each other and take all
\n reasonable steps to minimize the losses of either party
\n resulting from Force Majeure.<\/p>\n
16.07 If any event of Force Majeure occurs which causes damage to
\n the Project or the Power Station and such event or such damage
\n would not ordinarily be insured against by NAPOCOR then
\n HOPEWELL shall not be obliged to reinstate the Power Station,
\n or, as the case may be, complete the building of the same,
\n until the parties hereto have agreed upon the terms for such
\n reinstatement or completion in a manner which will ensure that
\n HOPEWELL’s economic return on its investment is substantially
\n maintained and not prejudiced in any material way and NAPOCOR
\n agrees that it shall promptly, and in good faith, enter into
\n discussions with HOPEWELL to reach such agreement.<\/p>\n
24<\/p>\n
28
\n17. Buyout<\/p>\n
17.01 If the circumstances set out in Clause 7.05, Clause 8.07,
\n Clause 16.04, Clause 16.07 or Clause 18 arise or if, not
\n earlier than 5 years after the Completion Date NAPOCOR gives
\n not less than 90 days notice to HOPEWELL that either it
\n wishes to close the Power Station or it wishes to move the
\n gas turbines to elsewhere in the Philippines or if, NAPOCOR
\n has failed to ensure the due payment of any sum due hereunder
\n within three months of its due date then, upon HOPEWELL
\n giving to NAPOCOR not less than 90 days notice requiring
\n NAPOCOR to buyout HOPEWELL or, as the case may be, NAPOCOR
\n giving not less than 90 days notice requiring HOPEWELL to
\n sell out to NAPOCOR, NAPOCOR shall purchase all HOPEWELL’s
\n right, title and interest in and to the Power Station and
\n thereupon all HOPEWELL’s obligations hereunder shall cease.<\/p>\n
17.02 In respect of any transfer of the Power Station pursuant to
\n Clause 17.01 the provisions of Clause 14 (other than Clauses
\n 14.01 and 14.02) shall apply thereto.<\/p>\n
17.03 Subject to Clause 17.04, the purchase price in dollars,
\n payable pursuant to Clause 17.01 will be the total amount of
\n the Capacity Fees payable to HOPEWELL pursuant to Clause
\n 11.01 until the Transfer Date upon the assumption that the
\n Contracted Capacity during each year of the Co-operation
\n Period for such period is equal to the lower of the
\n Contracted Capacity last nominated by HOPEWELL and the
\n Nominal Capacity and the resulting figure discounted to its
\n value on the date of completion of the buyout by applying a
\n discount rate equal to the last published Commercial Interest
\n Reference Rate for dollars published by the Organization for
\n Economic Cooperation and Development Provided that no buyout
\n may take place without the consent of HOPEWELL if the
\n purchase price calculated as above is not positive.<\/p>\n
17.04 If the provision of Clause 17.01 apply prior to the
\n Completion Date, the purchase price payable shall be an
\n amount equal to the aggregate of all the costs, expenses and
\n liabilities incurred by HOPEWELL in connection herewith as
\n estimated by an independent accountant jointly appointed by
\n both parties and subject to a maximum amount of $30,000,000
\n plus an amount equal to ten percent (10%) of such aggregate
\n provided such additional amount shall not be payable if the
\n provisions of Clause 17.01 are applicable pursuant to Clause
\n 16.04.<\/p>\n
17.05 Completion of a buyout pursuant to Clause 17.01 shall take
\n place on the date of the expiry of the notice specified
\n therein at <\/p>\n
25
\n 29<\/p>\n
which time NAPOCOR will pay to HOPEWELL the purchase price
\n calculated in accordance with Clause 17.03 or, as the case
\n may be, Clause 17.04 and payable in dollars and HOPEWELL
\n shall warrant that following such buyout the Power Station
\n shall be free from any lien or encumbrance created by
\n HOPEWELL.<\/p>\n
17.06 In the event that the provisions of Clause 17.01 apply
\n pursuant to Clause 16.04 then there shall be deducted from
\n the sum payable pursuant to Clause 17.04 an amount equal to
\n the value, if any, of any insurance proceeds received by
\n HOPEWELL in respect of the event leading to the operation of
\n the provisions 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
\n Republic of the Philippines, or any agency or other body under the
\n control of the Government of the Republic of the Philippines or any
\n regional or municipal authority thereof, coming into effect after the
\n date hereof, or as a result of any such laws or regulations (including
\n any official interpretation thereof which HOPEWELL has relied upon in
\n entering into this Agreement) in force at the date hereof being
\n amended, modified or repealed or as a result of an increase in the
\n cost of insurances or inability to renew insurances (unless such
\n increase is due solely to HOPEWELL’s prior performance in the
\n operation of the Power Station) the interest of HOPEWELL in the Site,
\n the Project or the Power Station and\/or HOPEWELL’s expectation of its
\n economic return (net of tax or other imposition) on its investment is
\n materially reduced, prejudiced or otherwise adversely affected
\n (including, without limitation, any restriction on the ability to
\n remit funds in dollars outside of the Philippines) then the parties
\n hereto shall meet and endeavour to agree amendments to this Agreement
\n and if after 90 days no such agreement has been reached the provisions
\n of Clause 17.01 shall apply.<\/p>\n
19. Benefit of Agreement<\/p>\n
19.01 NAPOCOR may not assign or transfer all or any part of its
\n rights, benefits or obligations hereunder Provided that this
\n Clause shall not prevent NAPOCOR from merging or consolidating
\n with any other company which is wholly owned by the Republic
\n of the Philippines where the surviving entity adopts and
\n becomes fully liable to perform NAPOCOR’s obligations
\n hereunder.<\/p>\n
19.02 HOPEWELL may not, subject to Clause 19.03, transfer all or any
\n of its obligations hereunder but may, for the purposes of
\n arranging or rearranging finance for the Project, assign or <\/p>\n
26
\n 30
\n transfer to any person providing finance to the Project all or
\n any part of its rights and benefits hereunder but not its
\n obligations and NAPOCOR shall duly acknowledge any such
\n assignment or transfer of which it is given notice.<\/p>\n
19.03 The importation into the Philippines of all equipment for the
\n Project and all other work in connection with the Project
\n which necessarily has to be performed in the Philippines and
\n which HOPEWELL agrees to be responsible for hereunder shall
\n be carried out by HOPEWELL PHILIPPINES which shall undertake
\n to perform HOPEWELL’s obligations to perform such work and in
\n consideration of which NAPOCOR shall pay fees as provided in
\n Clause 11; HOPEWELL PHILIPPINES, in carrying out such work and
\n receiving such fees shall act on its own behalf and for its
\n own benefit, and not as an agent or representative of
\n HOPEWELL. For such purpose, HOPEWELL, NAPOCOR and HOPEWELL
\n PHILIPPINES (whose participation HOPEWELL shall procure) shall
\n execute and deliver the Accession Undertaking, upon the
\n effectiveness of which HOPEWELL PHILIPPINES shall become a
\n party hereto without the need for any further action on the
\n part of HOPEWELL or NAPOCOR and the rights and obligations of
\n NAPOCOR and HOPEWELL under this Agreement shall be transferred
\n and amended in accordance with the terms of the Accession
\n Undertaking, as if HOPEWELL PHILIPPINES had executed this
\n Agreement as amended by the terms of the Accession
\n Undertaking.<\/p>\n
20. Warranty<\/p>\n
HOPEWELL hereby warrants that neither it nor its representatives have
\n offered any government officer and\/or NAPOCOR official or employee any
\n consideration or commission for this Agreement nor has it or its
\n representatives exerted or utilized any corrupt or unlawful influence
\n to secure or solicit this Agreement for any consideration or
\n commission; that HOPEWELL shall not subcontract any portion or portions
\n of the scope of the work of the Agreement awarded to any official or
\n employee of NAPOCOR or to the relatives within the third degree of
\n consanguinity or affinity of NAPOCOR officials who are directly or
\n indirectly involved in contract awards or project prosecution and that
\n if any commission is being paid to a private person, HOPEWELL shall
\n disclose the name of the person and the amount being paid and that any
\n violation of this warranty shall constitute a sufficient ground for the
\n recission or cancellation of this Agreement or the deduction from the
\n contract price of the consideration or commission paid without
\n prejudice to the filing of civil or criminal action under the
\n Anti-Graft Law and other applicable laws against HOPEWELL and\/or its
\n representatives and NAPOCOR’s officials and employees.<\/p>\n
27
\n 31
\n21. Notices<\/p>\n
21.01 Unless otherwise stated, each communication to be made
\n hereunder shall be made in writing but, unless otherwise
\n stated, may be made by telex or letter.<\/p>\n
21.02 Any communication or document to be made or delivered by one
\n party to another pursuant to this Agreement shall be made or
\n delivered to that other at its address specified above or such
\n other address notified by that party to the other parties by
\n giving not less than 15 days notice of such change of address,
\n and shall be deemed to have been made or delivered (i) in the
\n case of any communication made by telex with correct answer
\n back (at the number identified with the relevant party’s
\n signature below), when despatched, and (ii) in the case of any
\n communication made by letter, when left at that address or
\n otherwise received by the addressee.<\/p>\n
22. Dispute Resolution<\/p>\n
22.01 Throughout the term of this Agreement representatives of the
\n Directors of NAPOCOR, Hopewell Holdings Limited, HOPEWELL and
\n Hopewell Philippines shall meet regularly at not less than
\n yearly intervals to discuss the progress of the Project and
\n the operation of the Power Station in order to ensure that the
\n arrangements between the parties hereto proceed on a mutually
\n satisfactory basis.<\/p>\n
22.02 The parties hereto agree that in the event that there is any
\n dispute or difference between them arising out of this
\n Agreement or in the interpretation of any of the provisions
\n hereof they shall endeavour to meet together in an effort to
\n resolve such dispute by discussion between them but failing
\n such resolution the Chief Executives of Hopewell Holdings
\n Limited and NAPOCOR shall meet to resolve such dispute or
\n difference and the joint decision of such Chief Executives
\n shall be binding upon the parties hereto and in the event that
\n a settlement of any such dispute or difference is not reached
\n pursuant to this sub-clause then the provisions of Clause 24
\n shall apply.<\/p>\n
23. Law<\/p>\n
This Agreement shall be governed by and construed in accordance with
\n the laws of the Republic of the Philippines.<\/p>\n
24. Jurisdiction<\/p>\n
28<\/p>\n
32
\n 24.01 The parties hereto submit to the non-exclusive jurisdiction of
\n the proper courts of the Republic of the Philippines for the
\n hearing and determining of any action or proceeding arising
\n out of or in connection with this Agreement.<\/p>\n
24.02 To the extent that NAPOCOR may in any jurisdiction claim for
\n itself or its assets or revenues immunity from suit,
\n execution, attachment (whether in aid of execution, before
\n judgment or otherwise) or other legal process and to the
\n extent that in any such jurisdiction there may be attributed
\n to itself or its assets or revenues such immunity (whether or
\n not claimed) NAPOCOR agrees not to claim and irrevocably
\n waives such immunity to the full extent permitted by the laws
\n of such jurisdiction.<\/p>\n
25. Taxes<\/p>\n
NAPOCOR shall be responsible for the payment of (a) all taxes, import
\n duties, fees, charges and other levies imposed by the National
\n Government of the Republic of the Philippines or any agency or
\n instrumentality thereof to which HOPEWELL or HOPEWELL PHILIPPINES may
\n at any time be or become subject in or in relation to the performance
\n of their obligations under this Agreement (other than (i) taxes imposed
\n or calculated on the basis of the net income of HOPEWELL\/HOPEWELL
\n PHILIPPINES and (ii) construction permit fees, environmental permit
\n fees and other similar fees and charges) and (b) all real estate taxes
\n and assessments, rates and other charges in respect of the Site, the
\n buildings and improvements thereon and the Power Station.<\/p>\n
AS WITNESS the hands of the duly authorized representatives of the
\n parties hereto on the twenty ninth day of June in the year nineteen
\n hundred and ninety two.<\/p>\n
29<\/p>\n
33<\/p>\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,
\n installation\/erection including civil works, testing and commissioning
\n of a gas turbine power station.<\/p>\n
II. The Site<\/p>\n
The Site is located at the Navotas Fishing Complex or any other site
\n agreed by HOPEWELL and NAPOCOR.<\/p>\n
NAPOCOR will clear and prepare the Site for occupation and give
\n HOPEWELL vacant possession. Overhead distribution electricity lines
\n currently running across the Site will be relocated off the Site by
\n NAPOCOR and NAPOCOR will erect a temporary fence around the perimeter
\n 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
\n responsible for:<\/p>\n
1. Complete design, development and construction on the Site of
\n the Power Station based on the final mix of turbine units
\n 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
30<\/p>\n
34
\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 100 MW
\n (subject to the provisions of Clause 5.05).<\/p>\n
3.1 Gas turbine packages, consisting of the turbine,
\n compressor, combustor and its auxiliaries, including
\n air intake system, exhaust gas system, cooling
\n system, lubricating oil system, fuel oil system,
\n 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
31<\/p>\n
35
\n 3.9 Handling facilities for maintenance and repair.<\/p>\n
3.10 Miscellaneous electrical works, including
\n lighting, 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, with an aggregate capacity of not less
\n than 100 MW (subject to the provisions of Clause 5.05) shall
\n be capable of delivering the said output at the following Site
\n conditions:<\/p>\n
1.1 Elevation (Above Mean
\n Sea Level) – 2.0 meters
\n 1.2 Ambient air temperature – 37 (degrees)
\n Centigrade
\n 1.3 Relative humidity – 85%
\n 1.4 Temp. range – 18-37 (degrees)
\n Centigrade
\n 1.5 Noise level – to comply with
\n NPCC Regulation
\n No. 4479 dated 5th
\n June, 1978<\/p>\n
2. Heat Rates<\/p>\n
The guaranteed heat rate shall be based on the net kilowatt output for
\n the conditions specified in paragraph 1 of Section IV above and the
\n Lower Heating Value of the fuel as specified in the Fourth Schedule.<\/p>\n
3. Fuel<\/p>\n
Fuel specifications will be in accordance with the Fourth Schedule.<\/p>\n
32
\n 36
\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
\n
\n 4.1 Line to ground fault : 5,100 MVA
\n 4.2 3-phase fault : 5,000 MVA
\n 4.3 Interrupting Capacity at 110 KV: 40 KA
\n <\/c><\/c><\/c><\/table>\n 5. System Voltage Level<\/p>\n
\n
\n 5.1 Generator terminal voltage : 13.8 KV + 5%
\n –<\/p>\n 5.2 Main transformer:
\n High Voltage (Nominal) : 110 KV
\n Off Load Tap Change : 105\/110\/115 KV
\n Low Voltage : 13.4 KV<\/p>\n
5.3 Nominal voltage for auxiliary equipment
\n (for information purposes)
\n AC System : 3.45 KV, 460 V and 230 Volts
\n DC System : 125 V, 48 V and 24 Volts
\n<\/c><\/c><\/c><\/table>\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
\n
\n 7.1 Nominal MVA power output at rated power factor,
\n 20(degrees)C ambient temperature, 150 MVA<\/p>\n 7.2 Three phase wye grounded, through resistance
\n 7.3 Rated terminal voltage : 13.8 KV + 5%
\n –
\n 7.4 Rated power factor : 0.9 lagging
\n 7.5 Short circuit ratio (saturated)<\/p>\n
The measured value of the short circuit ratio at rated
\n MVA and rated voltage shall be not less than 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.
\n –<\/p>\n
<\/c><\/c><\/c><\/table>\n
33
\n 37<\/p>\n
V. Utilities During Construction Period<\/p>\n
\n Requirements Time of Supply
\n ———— ————–
\n
\n Electricity – 750 KW By 15 days after the
\n 3 Phase Supply 220V 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><\/table>\n
VI. Utilities During Co-operation Period<\/p>\n
\n Requirements Time of Supply
\n ———— ————–
\n
\n Water – 20 Liters 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 from Throughout
\n the side of the perimeter fence nearest Co-operation Period
\n to the sea.
\n<\/c><\/s><\/table>\n
34
\n 38<\/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
\n operating criteria and guidelines of NAPOCOR. HOPEWELL shall cooperate
\n with NAPOCOR in establishing emergency plans including but not limited
\n to recovery from a local or widespread electrical blackout; voltage
\n reduction to effect load curtailment and other plans which may arise.
\n HOPEWELL shall make technical references available concerning start-up
\n times and minimum 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 100 MW 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 10% 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
35
\n 39
\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
– Turbine preparation and : 15 minutes per
\n up to synchronous start 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 up to synchronous start 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 despatchable peaking
\n and base load plant and be expected to be able to operate
\n seven (7) days per week, 24 hours per 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 <\/p>\n
36<\/p>\n
40
\n 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
\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<\/p>\n
37<\/p>\n
41
\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
\n parallel operation of each HOPEWELL generator and (2) testing
\n of all protective apparatus. NAPOCOR shall have the right to
\n have a representative present at such times.<\/p>\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
\n the operating and maintenance records for each generating
\n unit at HOPEWELL’s Power Station for a period of at least
\n five (5) years with records of: real and reactive power
\n production, changes in operating status, outages, protective
\n apparatus 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
38
\n 42<\/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
Base Capacity ( Nominal Actual )
\nP = (1\/Nd) x Payment per x ( Capacity – Capacity ) x 1.05
\n kilowatt (in kilowatt in kilowatt)<\/p>\n
where:<\/p>\n
P = Amount to be paid by HOPEWELL to NAPOCOR for each day of delay
\n in respect of which HOPEWELL is required to make a payment
\n pursuant to Clause 5.03. Such amount shall be payable on the
\n last day of each calendar month.<\/p>\n
Nd = Number of days in the month.<\/p>\n
39
\n 43<\/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 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 utilised by the Power
\n Station and NAPOCOR shall be responsible for ensuring
\n the availability of fuel supplies, for the payment
\n therefor and for all arrangements with the 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
40<\/p>\n
44
\n The tanks and tank farm will be constructed at
\n NAPOCOR’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 with
\n 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 prevail.
\n 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
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
41
\n 45<\/p>\n
START UP ELECTRICITY<\/p>\n
3.5 MW at 13.8 KV if turbines started consecutively (normal operations).<\/p>\n
7.5 MW at 13.8 KV if turbines started concurrently (in emergency).<\/p>\n
42
\n 46<\/p>\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.<\/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
43
\n 47
\n SIXTH SCHEDULE<\/p>\n
ELECTRICITY DELIVERY PROCEDURES<\/p>\n
1. Definition<\/p>\n
“Downtime” means the 1750 hours per unit per year allowed to HOPEWELL
\n by NAPOCOR to allow HOPEWELL to undertake normal inspection,
\n maintenance, repair and overhaul plus any other hours during which
\n HOPEWELL is unable fully to operate the relevant unit as a consequence
\n of NAPOCOR’s failure to perform any of its obligations hereunder;<\/p>\n
“Forced Outrage” is defined as the inability due to the fault of
\n HOPEWELL to meet Contracted Capacity requested by NAPOCOR (other than
\n as a result of any faults in or failure of the power transformers or
\n high voltage switchgear) provided that any failure to meet the
\n Contracted Capacity less any reduction in the Availability of other
\n units of the Power Station as a result of Downtime shall not be Forced
\n Outage;<\/p>\n
“Forced Outage Hour” means an hour during the whole of which, due to
\n Forced Outage, HOPEWELL failed to deliver power at least 95% of the
\n amount 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
44
\n 48
\n HOPEWELL will be allowed a total of 1750 hours per unit per year
\n Downtime for normal inspection, maintenance, repair and overhaul. If in
\n any year, the total allowable period of Downtime is in excess or
\n deficient, the excess or deficiency shall be carried forward to future
\n years up to and including the year during which the next major overhaul
\n is scheduled to occur, or if the last such major overhaul have
\n occurred, until the end of the Co-operation Period.<\/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 supply.<\/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
(3) Subject to the provisions of Clause 5.05, operating at 100 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
45
\n 49
\n (8) Start-up, synchronising and loading to be within the limits
\n of the Operating Parameters.<\/p>\n
(9) Full access to the Site at all times for materials and
\n personnel.<\/p>\n
46
\n 50
\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
\n shall be at the high voltage side of the power transformer.<\/p>\n
2. The quantity of power and energy delivered to NAPOCOR shall be given
\n by the in\/out meters.<\/p>\n
3. In order to verify the quantity of electricity delivered by HOPEWELL
\n to 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
\n of 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 therefore 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 required,
\n adjusted, or replaced by NAPOCOR at HOPEWELL’s expense such that the
\n accuracy of said equipment shall be 100%. If metering <\/p>\n
47
\n 51<\/p>\n
equipment inaccuracy exceeds plus or minus two percent (2%), the
\n correct amount of energy delivered during the period of said inaccuracy
\n shall be estimated by NAPOCOR and agreed by the parties. Adjustment for
\n meter inaccuracy shall cover only the current Month and the Month
\n immediately preceding it.<\/p>\n
48
\n 52<\/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 100,000
\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
49
\n 53<\/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 – TFOH\/Nh)] – [(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
TFOH = Total Forced Outage Hours<\/p>\n
Nh = Total No. of Hours 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 $5.02 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 = 1.5 degree C
\n temperature<\/p>\n Fuel rate = 2%<\/p>\n
Speed of load turbine = 1%<\/p>\n
65<\/p>\n
69<\/p>\n
Measured load = 2%<\/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 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
\n panel instruments unless otherwise mentioned.<\/p>\n
Only those measurement items with an
\n asterisk (see Table I) are required for the
\n Guarantee Tests.<\/p>\n
Instruments used to measure the quantities required
\n for the Guarantee Tests will be calibrated over
\n their expected operating ranges.<\/p>\n
In addition other instruments will be monitored to
\n ensure the units are operated under steady state
\n 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
66<\/p>\n
70
\n Net Electrical output is measured by the KWhr meter on the high voltage
\n side of the generator transformer.<\/p>\n
Note: The Tested Plant Net Guaranteed Net Heat Rate is the weighted average
\n of the Tested Plant Net Heat Rates 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
\n\n——————————————————————————-
\nNo. Test items Symbol Remarks
\n——————————————————————————-
\n
\n1 Insulation resistance test 0 By a 1.000V megger for
\n alternator armature
\n windings. By 500 V
\n megger for field<\/p>\n——————————————————————————-<\/p>\n
2 Temperature rise test 0 Temperature rise test
\n will be made with the
\n machine operating at
\n loading condition.<\/p>\n
——————————————————————————-<\/p>\n
3 Vibration test 0 Vibration will be
\n measured at
\n no-load and load.<\/p>\n
——————————————————————————-<\/p>\n
4 Insulation of bearing 0 Bearing insulation will
\n be checked at
\n installation.<\/p>\n
——————————————————————————–
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
67<\/p>\n
71
\n (3) Instrumentation<\/p>\n
The measurement items which are not asterisked in Table I are
\n to be tested as part of the Instrumentation 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
68
\n 72
\n TABLE I
\n Instrumentation for Heat Rate Testing<\/p>\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
\ndischarge temp. discharge
\ntemp. ind. passage<\/p>\n
Compressor 1 Pressure Unit Compressor
\ndischarge gauge pressure discharge
\npressure gauge passage<\/p>\n
Turbine speed Generator — At generator
\n frequency panel
\n meter<\/p>\n
Turbine 12 Thermocouple Unit Exhaust duct
\nexhaust 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
\noutput 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
69
\n 73<\/p>\n
[CHART]<\/p>\n
THE SITE
\n Fig. 1
\n 74
\n [CHART]<\/p>\n
DETAIL: TEMPORARY FENCE and GATE<\/p>\n
Fig. 2
\n 75<\/p>\n
[CHART]<\/p>\n
SCOPE OF SUPPLY
\n Fig. 3<\/p>\n
76<\/p>\n
[CHART]<\/p>\n
COMMUNICATION
\n Figure 4<\/p>\n
77<\/p>\n
[CHART]<\/p>\n
FUEL OIL HANDLING SYSTEM
\n SCHEMATIC DIAGRAM
\n Fig. 5
\n 78<\/p>\n
SIGNATURE PAGE<\/p>\n
HOPEWELL ENERGY INTERNATIONAL LIMITED<\/p>\n
SIGNED by STEWART WG ELLIOTT )
\nfor and on behalf of ) \/s\/ Stewart WG Elliott
\nHOPEWELL ENERGY INTERNATIONAL ) ———————-
\nLIMITED (Telex No. 72485 or ) STEWART WG ELLIOTT
\n76437 HOWELL HX) )<\/p>\n
NATIONAL POWER CORPORATION<\/p>\n
SIGNED by PABLO MALIXI )
\nfor and on behalf of ) \/s\/ Pablo Malixi
\nNATIONAL POWER CORPORATION ) ———————-
\n(Telex No. 40120 NAPOCOR PM) ) PABLO MALIXI<\/p>\n
This Agreement was signed in the presence of:<\/p>\n
\/s\/ ??? \/s\/ ???
\n————————— —————————<\/p>\n
76
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