Chương III Thông tư 56/2014/TT-BCT: Trình tự đàm phán và kiểm tra hợp đồng mua bán điện

Chapter III

SEQUENCE OF NEGOTIATION AND INSPECTION OF PPA

Article 19. Application of specimen PPA 

1. As for new power plants, in reliance on specimen PPA as prescribed in Appendix 3 enclosed herewith, Vietnam Electricity and generating units shall carry out negotiation on the PPA between the two parties.

2. As for power plants with a PPA signed, in case either of the two parties wishes to make amendments according to the specimen PPA as prescribed in Appendix 3 enclosed herewith, the two parties shall negotiate and reach agreement and make the report to Electricity Regulatory Authority for consideration, inspection and advices as prescribed hereof.

Article 20. Sequence of negotiation on PPA

1. The investor of the power plant project shall be responsible for sending documentary requests for negotiation on PPA to the Buyer for negotiation and fulfillment of procedures for appraisal and approval for the signing of PPA before the project starts.

2. Within 15 working days since the receipt of documentary requests for negotiation on PPA from the investor, the Buyer shall be responsible for organizing negotiation with the investor on PPA. When the process of negotiation closes, the two parties must initial the draft PPA.

3. Within five working days since the draft PPA is initialled, the Buyer shall be responsible for establishing the documents for approval of the PPA and making submission to Electricity Regulatory Authority for inspection.

4. After six months since the Buyer receives documentary requests for negotiation on PPA without any agreement reached, the Buyer shall be responsible for making the report on the matters not yet agreed to Electricity Regulatory Authority for consideration and advice. As for matters beyond authority, Electricity Regulatory Authority shall be responsible for making the report to the Ministry of Industry and Trade for consideration and advice.

Article 21. Documentary requests for negotiation on PPA

1. Documentary requests for negotiation on PPA of power plants include:

a) Written request for negotiation on PPA;

b) Draft PPA as prescribed in Appendix 3 enclosed herewith;

c) Decision on project investment and construction accompanied by explanations and investment project assessment report by independent consultants and other relevant documents;

d) Decision on approval of total first investment capital of the project and main issues in fundamental design of the investment project relating to PPA negotiation, fundamental design assessment report; reports on investment capital settlement and audits; the competent agency’s decision on approval of results of settlement and auditing of investment capital (after the project is completed).

dd) Agreement on connection of the power plant to the national electricity system according to the connection plan of the power plant; agreement on SCADA/EMS, automatic protection relay system;

e) Loan contracts or any document legally binding the investor and lenders, plans or reality of disbursement of loans;

g) Contract for supply of fuel to power plants specifying cost of fuel for generation of electricity, cost for transport of fuel and other charges, point of delivery and receipt of fuel, time limit for supply of fuel.

h) Documentary calculations about losses to transformer capacity and energy, transmission lines from the power plant to the point of connection with the national electricity system; calculations about auxiliary power in the power plant;

i) Documentary calculations about fuel loss rate of coal-fired power plant or heat loss rate of gas turbine power plant;

k) Electricity price plan is determined according to Sections 1 and 2, Chapter II hereof.

l) Other relevant documents;

2. Documentary requests for negotiation on PPA of existing power plants include:

a) Written request for negotiation on PPA;

b) Draft PPA as prescribed in Appendix 3 enclosed herewith;

c) Existing documents of PPA;

d) Technical documents of the plant, technical figures of SCADA/EMS, automatic protection relay system, characteristic performance (PQ) of the assemblies till present time;

dd) Contracts for supply of fuel to power plants;

e) Electricity price plan is determined according to Sections 1 and 2, Chapter II hereof.

g) Audited financial statement of the power plant of the most recent year till the date of PPA negotiation;

Article 22. Documentary requests for re-negotiation on electricity price, PPA and documents submitted for inspection of PPA

1. Documentary requests for re-negotiation on electricity price and PPA according to settled investment capital include:

a) Written request for re-negotiation on electricity price and PPA;

b) Decision on approval of total final investment capital of the project; reports on the project’s financial settlement and audits; the competent agency’s decision on approval of financial settlement and audits of investment capital;

2. Documents submitted for inspection of PPA:

a) Written request for inspection of PPA;

b) Draft PPA initialled by the two parties;

c) Tabular calculations of PPA price prepared in excel format;

d) Documentary calculations of PPA price as prescribed in Article 21 hereof;

dd) Documentary explanations about amendments, supplements outside specimen PPA agreed by the two parties to be included in the PPA;

Article 23. Sequence of inspection of PPA

After the negotiation on PPA closes, the Buyer shall be responsible for establishing documentary requests for inspection of PPA as prescribed in Article 22 hereof and making the submission to Electricity Regulatory Authority for inspection.

The Seller and Buyer shall be responsible for making reports and relevant explanations.

2. Within five working days since receipt of documentary requests for inspection of PPA, Electricity Regulatory Authority shall be responsible for inspecting eligibility of the documentary requests and issuing a written request to the Buyer and Seller for supplements (if any) as prescribed.

3. Within 30 working days since receipt of documentary requests for inspection of PPA, Electricity Regulatory Authority shall be responsible for inspection and providing advice on PPA.

4. Within 30 working days since receipt of advice on inspection of PPA, the two parties shall be responsible for executing the PPA officially. In case Electricity Regulatory Authority is yet to give official advice on the PPA after the time limit as prescribed in Clause 3 of this Article, the two parties shall be allowed to sign the PPA officially according to agreed terms and conditions. The Buyer shall be responsible for sending 01 (one) copy of the signed PPA to Electricity Regulatory Authority for filing and monitoring the implementation.

5. PPA is deemed as inspected when the following requirements are met:

a) Electricity generation cost of the power plant is within the cost frame promulgated by the Ministry of Industry and Trade;

b) Yearly price in the PPA is determined as conformable to the principles as prescribed in Article 12 hereof;

c) Subject matters of the PPA is conformable to those of specimen PPA promulgated by the Ministry of Industry and Trade;

d) Amendments or supplements to the PPA are adequately explained in writing.

6. In case negotiated price of the power plant exceeds the cost frame promulgated by the Minister of Industry and Trade, the two parties shall be responsible for explaining items and expenses agreed during the negotiation to Electricity Regulatory Authority. Electricity Regulatory Authority shall be responsible for making the report to the Minister of Industry and Trade for consideration and handling issues beyond authority.

Article 24. Supplements and amendments to PPA

1. In case changes to regulations and policies promulgated by competent state agencies have caused adverse effects on legitimate interests of the Buyer and Seller, in reliance on proposals from the Seller or written requests from the Buyer, Electricity Regulatory Authority shall be responsible for granting permission to the two parties for re-negotiation on electricity price. As for issues beyond authority, Electricity Regulatory Authority shall be responsible for making the report to the Minister of Industry and Trade for consideration and handling. After receipt of written approval from the Ministry of Industry and Trade, Electricity Regulatory Authority, the two parties shall carry out negotiation to reach agreement and initialling the amendments and supplements to the previously signed PPA.

2. After the negotiation on the amendments and supplements closes, the Buyer shall be responsible for establishing and making submission of documentary requests to Electricity Regulatory Authority for inspection. The documentary requests for inspection of amended and supplemented PPA include:

a) Initialled amended and supplemented PPA;

b) Documentary explanations about amendments and supplements to the PPA, and accompanied documentary evidence;

c) Tabular calculations about new PPA price prepared in excel format (in case of changes made to PPA price)

3. Time limit for negotiation and inspection of amended and supplemented PPA is instructed in Article 20, Article 23 hereof.