CONTRACT FOR THE SALE AND PURCHASE OF ELECTRICITY GENERATED BY WIND POWER

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1 CONTRACT FOR THE SALE AND PURCHASE OF ELECTRICITY GENERATED BY WIND POWER ASSISTANCE TO ENERGY SECTOR TO STRENGTHEN ENERGY SECURITY AND REGIONAL INTEGRATION CONTRACT NUMBER EPP-I AUGUST, 2011 This publication was produced for review by the United States Agency for International Development. It was prepared by Tetra Tech ES, Inc.

2 CONTRACT FOR THE SALE AND PURCHASE OF ELECTRICITY GENERATED BY WIND POWER ASSISTANCE TO ENERGY SECTOR TO STRENGTHEN ENERGY SECURITY AND REGIONAL INTEGRATION CONTRACT NUMBER EPP-I The author s views expressed in this publication do not necessarily reflect the views of the United States Agency for International Development or the United States Government.

3 CONTRACT FOR THE SALE AND PURCHASE OF ELECTRICITY GENERATED BY WIND POWER ASSISTANCE TO ENERGY SECTOR TO STRENGTHEN ENERGY SECURITY AND REGIONAL INTEGRATION CONTRACT NUMBER EPP-I August 2011 Prepared for: Prepared by: United States Agency for International Development Armenia Mission 1 American Ave. Yerevan 0082 Armenia Tetra Tech ES, Inc. Tetra Tech ES, Inc N. Fairfax Drive Suite 601 Arlington, VA Tel: Fax: Version: 1.0

4 [NAME OF GENERATION COMPANY], hereafter referred to as SELLER and Electric Networks of Armenia (the BUYER, hereafter referred to as ENA), hereafter jointly referred to as the Parties, have signed this Contract (hereafter the Contract) and hereby agree to the following: 1. SUBJECT OF THE CONTRACT The SELLER agrees to sell and ENA agrees to purchase all of the electric power produced from wind resource generation at the [NAME OF THE PROPOSED WIND POWER PLANT], with an electric generating nameplate capacity of not more than [INSERT CAPACITY] MW (herein, [Name] WPP ) during the term of this Contract and in conformance with the terms of this Contract. The amount of electric power that is the subject of this Contract shall not exceed 120 percent of the nameplate capacity of the [Name] WPP on an instantaneous basis. The electric power shall be delivered at [Insert] kilovolts and in accordance with the Armenian Wind Power Plant Interconnection Standards ( RoA WPP Interconnection Standards ) applicable at the time of delivery. The Point of Delivery is the [Name] WPP Metering and Interconnection Point identified in Attachment 1 (herein, Delivery Point ). 2. DESCRIPTION OF [NAME] WPP [INSERT SHORT DESCRIPTION OF THE [NAME] WPP (e.g. The [Name] WPP is a XX MW facility located on XX square kilometers of property approximately YY km south of the City of XX). The [Name] WPP is more fully described in Attachment TERM OF THIS AGREEMENT The price set out in Subparagraph 3.1 herein shall apply to all sales of electric power under this Contract, commencing on the first date of Commercial Operation of the [Name] WPP and continuing for a period of 15 years thereafter. This term is referred to herein as the Base Period. The term of the Contract may be extended beyond the Base Period at the option of ENA for up to two (2) additional five year periods. This term is referred to herein as the Option Period(s). The price set out in Paragraph 4 for sales of electric power during the Option Period(s) shall commence on the first day of the Option Period and continue until the last day of the Option Period(s). This Contract shall be in force until two years after all agreed-upon sales of electric power have been completed and all amounts due and owing under this Contract have been paid. 4. PRICE OF ELECTRIC POWER SOLD UNDER THIS AGREEMENT (TARIFF) 4.1 BASE PERIOD The price for electric power sold pursuant to this agreement during a one month period within the shall be the Base Tariff as adjusted for inflation and for variation in currency exchange rates in accordance with the terms of this section. The Base Tariff shall be [INSERT BASE TARIFF] AMD for each net kilowatt hour (kwh) of electric power delivered to the Delivery Point. 1

5 During the Base Period the price for electricity delivered to the Delivery Point during a billing month shall be determined by the following formula: Where: P = Tb PI ER (0.1) + (0.9) 100 ER P is the price for the month expressed in AMD/kWh; T b is the Base Tariff expressed in AMD/kWh; PI is the ratio of the index of consumer price index ( CPI ) for the billing month to the CPI for the month in which this Contract is signed by both parties; ER 1 is the exchange rate between AMD and [insert lender currency] as of the last day of the billing month; ER 2 is the exchange rate between AMD and [insert lender currency] as of the last day of the month in which this Contract is signed by both parties. 4.2 OPTION PERIOD(s) [PSRC to determine whether to allow or require option period] The price for electric power sold pursuant to this agreement within the first 5 year option period shall be [Insert agreement as to Option period price]. The price for electric power sold pursuant to this agreement within the second 5 year option period shall be [Insert agreement as to Option Period price]. 5. TRANSMISSION AND DISTRIBUTION The SELLER is responsible for all electric power transmission and distribution within the [Name] WPP up to the Delivery Point. The SELLER is responsible for obtaining all necessary permits and licenses for, and then constructing transmission lines and associated interconnection facilities (herein, Interconnection Facilities) from the Delivery Point to the point for connection to the existing ENA distribution system as identified in Attachment 2. SELLER agrees to transfer ownership of the newly constructed Interconnection Facilities to ENA prior to the first day of Commercial Operation of the [Name] WPP. ENA agrees to accept ownership of the newly constructed Interconnection Facilities and to maintain those facilities in good working order throughout the period of the Contract. After the first day of Commercial Operation, ENA shall accept all electric power generated by wind resources provided by the SELLER to the Delivery Point and shall be responsible for transmission and delivery of all such electric power provided by the SELLER to the Delivery Point. ENA shall obtain any permits or approvals and execute any agreements with the System Operator, Settlements Center, the Transmission System Operator or such other entity as may be necessary to comply with ENA s obligation to purchase and distribute electric power under this Contract

6 6. METERING Electric power delivered by the Seller to the Delivery Point shall be metered pursuant to the Electric Energy Metering Procedures established by the PSRC Resolution No. 110, dated September 16, 2004, and as such procedures may be modified by lawful acts of the PSRC during the term of this Contract. The type and location of the metering devices to be employed at the [Name] WPP are set out in Attachment 1 of this Contract. The SELLER owns the metering device(s), is responsible for the cost of the metering device(s) and for the service and maintenance of the metering device(s). However, the type of metering device employed and the manner of its connection to the Delivery Point is subject to approval by ENA and the Settlements Center. All metering devices used to measure electric power under this Contract shall be sealed at the time of installation. The seal may be broken only when such metering device(s) is to be inspected, and tested and/or adjusted. SELLER shall (at its expense) install communication equipment that allows ENA and the Settlements Center to read the metering device(s) from their facilities at any time. The metering device(s) shall be tested at least once per calendar year. SELLER shall permit representatives of ENA and the Settlements Center to witness and verify such inspections and tests, and shall provide ENA and the Settlements Center with copies of any periodic or special inspection or testing reports relating to the metering device(s). The PSRC may elect to install and maintain, at its own expense, metering devices and data gathering and communication equipment to monitor, record, or transmit data relating to the performance of the [Name] WPP. Seller shall arrange for a location within the [Name] WPP control house accessible to PSRC for such data gathering and communication equipment that may be installed under this provision. ENA may elect to install and maintain (at its own expense) metering and data gathering and communication equipment to monitor electric power delivered to Delivery Point. However, it shall be presumed that the information developed by the metering device approved by the Settlements Center is accurate. SELLER shall notify ENA and the Settlements Center within 24 hours of SELLER receiving actual notice of any inaccuracy or defect in a metering device. Seller shall cause the Metering Devices to be adjusted, repaired, replaced, and/or recalibrated as soon as practicable, but in no event more than 72 hours after SELLER first knows of such inaccuracy or defect. SELLER shall maintain sufficient spare metering device(s) onsite to enable compliance with this provision. Thereafter the SELLER shall provide sufficient documentation to permit ENA to confirm the restoration of accurate metering and the Parties shall provide joint notification to the Settlements Center in the form of corresponding acts to the Settlements Center Buyer within 48 hours of the restoration of accurate metering. SELLER shall maintain sufficient metering spares on-site to ensure that these time periods can be met. Where a meter has failed (and thereafter been replaced within the 48 hours provided above), the repaired or replacement meter shall be inspected and sealed by the Parties, in coordination with the Settlements Center, within 7 business days of the malfunction. During the time period when meter is malfunctioning, the quantity of electricity not metered shall be determined in accordance with Item 2.3 of the Electric Energy (capacity) Metering Procedures adopted by the PSRC Resolution No. 110, dated September 16, 2004, and as such procedures may be modified by lawful acts of the PSRC during the term of this Contract. 3

7 7. START UP ACTIVITIES PRIOR TO COMMERCIAL OPERATION Prior to commercial operation SELLER shall conduct such testing of the installed turbines, internal distribution system and associated equipment and the transmission line from the Delivery Point to the ENA distribution network as may be required by RoA WPP Interconnection Standards and as it may deem to be appropriate so as to ensure safe and reliable operation of the generation and transmission systems. To facilitate such testing SELLER may generate electric power at the [Name] WPP for a period of not more than 90 days before Commercial Operation and deliver it to the Delivery Point. SELLER shall have completed construction of the transmission line from the Delivery Point to the ENA distribution system and provide not less than 30 days notice to ENA prior to delivery of any electric power to the Delivery Point. Where SELLER has complied with the preceding requirements ENA shall accept all power delivered to the Delivery Point. Electric Power delivered to the Delivery Point prior to the date of Commercial Operation shall be at a price of fifty (50) per cent of the Base Tariff provided in Section 4.1, and shall be monitored and reported to the Settlements Commission in accordance with the terms of this Contract and the requirements of the Settlements Commission. The SELLER shall provide ENA five (5) days notice of its determination of the date of Commercial Operation. 8. FORECASTING Each day after commencement of Commercial Operation SELLER shall provide an estimate of the hourly electric generation from the [Name] WPP for the next operating day to ENA and the System Operator. This forecast shall be based on weather forecasting by a trained professional meteorologist employed or retained by SELLER for this purpose and the operating status and maintenance schedule for each of the turbines. Because of limitations associated with weather forecasting in remote locations and the possibility of unforeseen equipment failure in extreme weather conditions, no penalty shall be associated with any errors in the generation estimates provided pursuant to this provision so long as SELLER has employed best efforts in developing the estimates. 9. DEFINITIONS Commercial Operation is regular, daily operation for purposes of generating electric power for sale under this Contract as determined by the SELLER. This date begins the fifteen year base price period. Consumer Price Index is the XXX established by the XXXX as of XXX. Exchange rate is the clearing rate established by the Bank of Armenia as of the close of business on the last business day of each month. Interconnection Facilities means all the land rights, materials, equipment and other facilities installed for the purpose of transmitting electric power from to the Delivery Point to the point of interconnection with the existing ENA distribution network as set out in Attachment 2. Instantaneous means a period of 10 minutes or less. Its use is intended solely to reflect the fact that generation from wind turbines may exceed rated capacity for short periods of time in the event of a wind gust. 4

8 Transmission System Emergency means an emergency declared under the provisions of Article 50 of the Energy Law of the RoA and its implementing resolutions and successors in effect at the time of the event. 10. PAYMENT PROCEDURES Electric power delivered to the ENA shall be invoiced and paid for on a monthly basis in accordance with the following procedure. Within 10 days of the end of the Billing Month, the Settlements Center shall provide the Parties the audited amount of electric power delivered to the Delivery Point. This will be accomplished in the form of an Act on Electric Energy Subject to Payment issued by the Settlements Center. Within 15 days of the end of the Billing Month, the SELLER shall sign the Act on Electric Energy Subject to Payment issued by the Settlements Center for the Billing Month and submit to ENA an invoice for the amount of electric power authorized by the Act in accordance with price provisions of section 3 of this contract. Within 25 days of the end of the Billing Month, the ENA shall sign the Act on Electric Energy Subject to Payment issued by the Settlements Center for the Billing Month and pay the SELLER the invoiced amount. Signature of the Act by a Party indicates the agreement of that Party to the amount of delivered electric power in the Billing Month indicated in the Act, unless the Party indicates its objection on the Act at the time of signing. If either Party disputes the amount, it shall note its objection on the Act, inform the other Party of its objection and invoice or pay (as appropriate) the other Party in accordance with the amount indicated in the Act. The Disputing Party may thereafter appeal the determination of the Settlement Center in accordance with procedures established by the Settlement Center. If either Party fails to note an objection at the time it signs the Act, it shall be presumed that the Party has no objection to the amount of delivered electric power set out in the Act. If ENA believes the SELLER has miscalculated the price for the amount of electric power established in the Act of the Settlement Center, ENA shall immediately notify the SELLER and commence the Dispute Resolution Procedures of this Contract. Notwithstanding the existence of a dispute, the ENA shall pay the amount it believes is correct within 25 days of the end of the Billing Month. Late payments by the ENA shall be subject to a penalty in the amount of 0.1 percent of the unpaid amount for each overdue day starting the 30 th day of the month following the Billing Month. Where an amount is disputed, and unpaid, the unpaid amount shall be subject to the late payment penalty if the matter is resolved in favor of the SELLER. At its election ENA may pay the disputed amount to the SELLER and proceed with the Dispute Resolution as authorized by this Contract. If ENA pays the disputed amount and the matter is resolved in its favor, the SELLER shall return the disputed payments to ENA within 30 days of final resolution of the dispute. 11. DEFAULT In the event a Part, the defaulting Party shall be liable as determined pursuant to applicable Armenian commercial law. 5

9 12. FORCE MAJEURE The Parties shall not be responsible for any failure in complying with their obligations under this Contract, if such failure is affected by causes or events that are beyond the reasonable control of, and without the fault or negligence of, the Parties, including without limitation, acts of God, unusually severe actions of the elements such as floods, earthquakes, hurricanes or tornadoes; as well as sabotage; terrorism; war; riots or public disorders; strikes or other labor disputes; to the extent such cause or event prevents or delays performance of any obligation by the Parties, despite all reasonable efforts to avoid, mitigate, or remedy the effect on performance. A partial or full curtailment is not a Force Majeure unless the curtailment is occasioned by a Force Majeure. A Force Majeure shall extend the date for compliance with an obligation of this contract for the amount of time that is the required by the Force Majeure, but does not remove or satisfy the obligation. The Parties shall inform each other of the potential Force Majeure events as soon as practicable. A claim of Force Majeure shall be void and of no effect unless notice is provided within 96 hours of the time when the claiming party knew or should have known of the Force Majeure event. 13. SETTLEMENT OF DISPUTES Disputes concerning this Contract shall be resolved by negotiations between the Parties or, in case of written application of one of the Parties, by the Commission mediation in procedures established by the ERC Resolution No. 57 dated November 13, This provision, however, shall not limit any Party s right to resolve disputes in court. 14. TRANSMISSION SYSTEM EMERGENCIES/CURTAILMENTS In case of an Energy System Emergency, the System Operator has the right to restrict or terminate electric power deliveries made by the Seller. The Parties shall comply with lawful orders of the System Operator. However, where the System Operator has allowed any thermal electric generating units to operate during the Energy System Emergency, ENA shall pay SELLER for the amount of electric power that would have been provided to the Measuring and Interconnection Terminal by the SELLER but for the direction of the System Operator. The amount of electricity that would have been generated shall be determined by continuous wind velocity measurements at the [Name] WPP during the period of the curtailment and plant conversion efficiency operating records. The SELLER shall provide it s calculation of the payment for curtailed operation to ENA and the Settlements Center within 5 days of the end of the Billing Month. Neither Party shall curtail or interrupt delivery acceptance, sale and/or purchase of electricity generated by the [Name] WPP for economic reasons. 15. EXCLUSIONS The Parties acknowledge that electric power generated by the [Name] WPP has the potential to generate substantial green house gas reduction credits (also known as carbon credits) and other potential environmental air quality credits that may have economic value. The Parties acknowledge that all such credits are the property of the SELLER. 9. APPLICABLE LAW AND EFFECT OF CONTRACT This Contract is subject to the laws and regulations of the Republic of Armenia. This Contract is not a license and does not relieve any party of its obligation to apply for and 6

10 receive any license or approval required in order to import goods or to construct or operate electric power generation or transmission activities in the Republic of Armenia. 16. MODIFICATION This Contract may only be revised on written consent of the Parties and approval of the PSRC. 17. ASSIGNMENT The SELLER may assign its rights under this Contract to any person without prior approval of ENA or the PSRC. However, this does not modify applicable RoA limitations on ownership of licenses or constitute an authorization to transfer or modify any license to generate electricity that may be required by Armenian law or PSRC regulation. 18. CONDITION PRECEDENT This contract is conditioned on its final approval, without modification, by the PSRC. The Parties shall submit copies of this Contract to the Settlements Center and the System Operator within 7 days of approval by the PSRC. If the PSRC does not approve this contract without modification within 30 days of the date of signature of this contract, this document shall be void and of no effect. This contract is also conditioned on SELLER s receipt of all licenses and approvals as may be required to effectuate the construction and operation of the [Name] WPP. Should SELLER fail to receive all such approvals and commence Commercial Operation within 24 months of the approval of this Contract by the PSRC, this Contract shall be void and of no effect. 19. NOTICE Notice under this Contract to the PSRC, the System Operator or a Party shall be deemed effective if provided in writing, by mail, facsimile, hand or courier service as follows: To the SELLER: [Address within Armenia] To ENA [Address within Armenia] To the PSRC [Insert as desired by PSRC] To the System Operator [Insert as desired by the System Operator] To the Settlements Center [Insert as desired by the Settlements Center] Notices by hand or facsimile shall be deemed given when delivered to the aboveaddresses. Notices mailed or sent by a courier service shall be deemed given on the third business day after mailing or on the date of actual receipt, whichever is earlier. Where a 7

11 notice is required in less than 7 business days, such notice may be made by written communication delivered electronically to the Representative identified below combined with simultaneous delivery by one of the non-electronic means identified above. Emergency notifications during non-business hours may be made by written electronic communication or by telephone to the Representative of the Party identified pursuant to this Contract. Receipt of any such notification shall be promptly confirmed by the receiving Representative. 20. IDENTIFICATION OF REPRESENTATIVE Each Party shall maintain a designated representative to receive notices under this Contract. Either Party may, by written notice to the other, pursuant to Section 19, above, change the representative or the address to which such notices and communications are to be sent. Notice to the Representative of a Party shall constitute notice to the Party. Each Party shall also designate a person (who may or may not be the Representative for purposes of receiving notice) who has the authority to act on behalf of that Party with respect to issues that may arise under the terms of the Contract. 21. LIST OF ATTACHMENTS, INTEGRAL PARTS OF THIS CONTRACT The following documents, attached hereto, are incorporated into this Contract and constitute integral parts of this Contract. 1. Attachment 1. Description of XX [Name] WPP, including plant layout and Metering and Connection Point schematic. 2. Attachment 2. Description of transmission line to be constructed by SELLER, including detailed area map and identification of point of connection to the existing ENA system. 22. COUNTERPARTS This agreement shall be executed in three counterparts with one counterpart provided to each of the Parties and one to the PSRC. Each executed counterpart shall have the same force and effect as an original contract. 23. ADDITIONAL PROVISIONS [SELLER and ENA may add such additional provisions as they may desire, provided that such provisions do not conflict with those approved herein. Presumably, the SELLER may need to condition the agreement on its ability to obtain financing within a set period of time. Any such provision should be satisfied and all conditions precedent removed prior to submission to the PSRC for approval. PSRC is under no obligation to approve any contract that includes any additional provisions that, in the sole judgment of the PSRC, are not in the best interests of the RoA.] 8

12 Agreed to this date: ON BEHALF OF THE SELLER [name and position of person authorized to bind the SELLER] ON BEHALF OF ENA [name and position of person authorized to bind ENA] [signature] [signature] [date]_. [date]_. The foregoing CONTRACT FOR THE SALE AND PURCHASE OF ELECTRICITY GENERATED BY WIND POWER at the [Name] WPP executed by SELLER and ENA on [insert the later of the signature dates above] is hereby approved. RoA Public Services Regulatory Commission Registration date: 20_ Registration No: Seal Responsible Person: [Title, name] [Signature] 9

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