Chương III Thông tư 57/2020/TT-BCT: Trình tự đàm phán và kiểm tra hợp đồng mua bán điện

Chapter III

PROCEDURES FOR NEGOTIATING AND INSPECTING OF POWER PURCHASE AGREEMENTS

Article 16. Adoption of model power purchase agreements

1. For new power plants and power plants negotiating according to Article 10 hereof, on the basis of model power purchase agreements under Annex 3 hereof, the Buyer and the Seller shall negotiate and add clauses depending on practical situations of power plants (if necessary).

2. The Buyer and the Seller shall agree and be responsible for submitting reports on power purchase agreement negotiation results to Electricity Regulatory Authority of Vietnam according to Article 19 hereof.

Article 17. Procedures for negotiating power purchase agreements

1. For new power plants, power purchase agreements between parties must be signed before the construction commencement date.

2. The Seller is responsible for preparing request for power purchase agreement negotiation and sending to the Buyer for negotiation and adoption of procedures for signing power purchase agreements.

3. Within 15 working days from the date on which adequate written request from project developers is received, the Buyer is responsible for organizing power purchase agreement negotiation with the Seller. At the end of negotiation process, both parties must initial the draft power purchase agreements.  

4. After draft power purchase agreements have been initialed, the Buyer and the Seller shall agree and be responsible for reporting to Electricity Regulatory Authority of Vietnam.

Article 18. Request for power purchase agreement negotiation

1. Request for power purchase agreement negotiation applied to new power plants includes but are not limited to:

a) Official Dispatch requesting power purchase agreement negotiation;

b) Draft power purchase agreements using form under Annex 3 hereof and revisions depending on practical conditions of power plants (if any);

c) Approval of investment guidelines or Decision on investment guidelines or investment registration certificate of projects;

d) Decision on investing in construction, explanation and reports on appraisal of power plant investment projects of independent consultants, attached documents;

dd) Decision on approving total investment for the first time or revised total investment of projects valid at the time of negotiating electricity price and primary contents in fundamental design of investment projects relating to power purchase agreement negotiation, appraisal reports on fundamental design;

e) Agreements on connecting power plants to national grids together with connection solutions; agreements on SCADA/EMS and regulating information systems; agreements on protective and automatic relay systems;

g) Loan agreements or documents between project developers and creditors, plans or facts of disbursement of loans;

h) Fuel supply contracts for power plants, specifying fuel prices for electricity generation, fuel transportation costs, LNG storage, regasification and distribution costs and additional costs, fuel delivery points and deadline for fuel supply;

i) Documents on calculating capacity and electricity loss of transformers and power lines from step-up transformers to connection points with national electrical grids and documents on electricity used in power plants;

k) Documents on calculating net heat loss rates for thermal power plants;

l) Electricity solutions determined according to Section 1 and Section 3 Chapter II hereof;

m) Other relevant documents.

2. Request for power purchase agreement negotiation of power plants entering commercial operation includes but are not limited to:

a) Official Dispatch requesting power purchase agreement negotiation;

b) Draft power purchase agreements using form under Annex 3 hereof;

c) Available documents on power purchase agreements;

d) Technical dossiers of power plants, technical specifications of SCADA/EMS systems, protective and automatic relays, machine P-Q operational characteristics;  

dd) Fuel supply contracts for power plants;

e) Electricity solutions of power plants determined according to Section 1, Section 2, and Section 3 Chapter II hereof;

g) Audited financial statements of power plants of the nearest year from the date of negotiating power purchase agreements.

Article 19. Procedures for inspecting power purchase agreements

1. After negotiating power purchase agreements, both parties shall agree and be responsible for submitting reports on inspection of power purchase agreement and documents under Article 18 hereof to Electricity Regulatory Authority of Vietnam.  

2. Within 5 working days from the date on which applications for inspection of power purchase agreements are received, Electricity Regulatory Authority of Vietnam is responsible for examining legitimacy of the applications and requesting both parties to submit additional documents if necessary as per the law.  

3. Within 30 working days from the date on which adequate applications for inspection of power purchase agreements are received, Electricity Regulatory Authority of Vietnam is responsible for examining and providing feedback on power purchase agreements.  

4. Within 30 working days from the date on which feedback on power purchase agreement is provided, both parties are responsible for officially signing the power purchase agreements. In case Electricity Regulatory Authority of Vietnam fails to provide feedback on power purchase agreements before the deadline under Clause 3 of this Article, both parties may officially sign the power purchase agreements based on clauses agreed upon.    The Buyer is responsible for sending 1 copy of signed power purchase agreements to Electricity Regulatory Authority of Vietnam for storage and implementation monitor.

5. In case electricity under Clause 4 Article 3 hereof according to recommendations of the Seller exceeds price range for electricity generation publicized by Minister of Industry and Trade, both parties are responsible for reporting, explaining and proposing solutions to enable Electricity Regulatory Authority of Vietnam to consider and report to Minister of Industry and Trade.

Article 20. Revision of power purchase agreements in case of changes to regulations and policies promulgated by competent authority

1. In case changes to regulations and policies promulgated by competent authority affect legal benefits of the Buyer or the Seller in a negative manner, both parties hold the right to renegotiate electricity generation price.  

2. In case the Seller is assigned to invest in upgrade and renovation of power lines and electrical substations according to planning, both parties hold the right to negotiate additional specific connection costs to enable project developers of power plants to recover construction, management, operation and management costs as per the law.

3. In case active power plants must be invested for renovation and upgrade to meet national technical regulations on environment, the Seller and the Buyer must add these costs to electricity price of power plants.  Calculation of electricity price shall conform to method agreed upon by both parties under signed power purchase agreements, and be reported to Ministry of Industry and Trade and Electricity Regulatory Authority of Vietnam.  

4. In case solutions developed by power plants for disposing, selling ashes and slags are approved by competent authority to be satisfactory to refuse, emission and environmental protection standards, the Buyer and the Seller shall add these costs to components of costs for disposing, selling ashes and slags which are specific components of costs for disposing, selling ashes and slags under power purchase agreements following these principles: (i) Investment scope, procedures for ash and slug disposal must be approved by competent authority; (ii) Selection of entities for disposing ashes and slags of power plants must conform to regulations and law, ensure competitiveness and transparency; (iii) Both parties shall settle costs for disposing ashes and slags according to practical situations of the previous year.    Revenues generated from sale of ashes and slags of power plants shall be utilized to reimburse costs for disposing ashes and slags and reduce electricity price of power plants.