EXHIBIT 10.84
ELECTRIC ENERGY PURCHASE
AND SALES AGREEMENT
Party A: North China Power Group Company
Party B: Tangshan Panda Heat and Power Co., Ltd.
Tangshan Pan-Western Heat and Power Co., Ltd.
Beijing
September 22, 1995
ELECTRIC ENERGY PURCHASE AND SALES AGREEMENT
The two Parties of this Agreement:
North China Power Group Company (hereafter referred to as
Party A); Tangshan Panda Heat and Power Co., Ltd. ("Panda") and
Tangshan Pan-Western Heat and Power Co., Ltd. ("Pan-Western")
(hereafter collectively referred to as Party B).
Party A and Party B, having both signed on September 22,
1995, the General Interconnection Agreement regarding
interconnection between Panda's power plant and Pan-Western's
power plant (hereafter collectively referred to as Power Plants)
and the Beijing-Tianjin-Tangshan Grid of Party A (the "Grid"),
agree to sign this Electric Energy Purchase and Sales Agreement.
Except for additional definitions provided by this Agreement, all
terms shall have the same definitions as the ones in the General
Interconnection Agreement.
ARTICLE ONE
PURCHASE OF ELECTRIC ENERGY DELIVERED
Starting with the Commercial Operation Date, Party A shall
purchase Electric Energy Delivered from Party B.
ARTICLE TWO
BASIS FOR DETERMINATION OF GROSS GENERATION AMOUNT
The gross generation amount determined in this Article Two
serves only as a basis. The related details will be determined
in the Interconnection Dispatch Agreement.
Unless otherwise requested by Party A, during Non-Peak Hours
and Trough Hours, the Power Plants shall not operate beyond the
gross generation amounts specified in Sections 2.1 and 2.2 below
on an average basis for the entire 8 hour period (exceeding these
limitations during a period is permitted as long as the overall
average gross generation amount during the 8 hour period does not
exceed these limitations). There shall be no limitation on gross
generation amount produced by the Power Plants during Peak Hours
and the amount set forth in Sections 2.1 and 2.2 below for Peak
Hours shall be a minimum gross generation amount for the Power
Plants and not a maximum amount. Subject to the limitations on
gross generation amount during Non-Peak Hours and Trough Hours,
Party B agrees to sell, and Party A agrees to purchase and take,
all Electric Energy Delivered from the Power Plants.
The Parties have determined the daily schedule reflecting
different hour periods for the gross generation amount of
electric energy production by Party B shall be as follows:
2.1 As the first 50 MW Power Plant starts generation (at
the Commercial Operation Date):
400,000 kWh During Peak Hours
260,000 kWh During Non-Peak Hours
240,000 kWh During Trough Hours
2.2 As the second 50 MW Power Plant starts generation (at
the Commercial Operation Date):
800,000 kWh During Peak Hours
520,000 kWh During Non-Peak Hours
480,000 kWh During Trough Hours
2.3 Based on the Grid's load characteristics, through
discussion and mutual written agreement between both Parties, the
above time-based daily schedule can be adjusted.
ARTICLE THREE
ANNUAL OVERHAUL
The cumulative annual overhaul outage for each Power Plant
of Party B will not exceed fifty-five (55) days calculated each
year (based on each 12 month period following the Commercial
Operation Date or such other period agreed upon by the Parties).
Outages will be calculated on an actual time elapsed basis. For
example, 24 one hour outages shall be equal to one day. For
purposes of this Agreement, an "outage" shall be any interruption
of required electric energy deliveries (as set forth in Sections
2.1 and 2.2) to Party A's Grid by Party B's Power Plants. Party
B shall not be penalized or required to pay damages under this
Agreement or the General Interconnection Agreement for the
failure of Party B's Power Plants to produce or deliver electric
energy where such failure results from an outage permitted under
the General Interconnection Agreement or the Sub Agreements.
ARTICLE FOUR
CALCULATION AND ADMINISTRATION OF THE QUANTITY OF ELECTRIC
ENERGY DELIVERED TO THE GRID FROM THE POWER PLANTS
OF PARTY B
4.1 The quantity of Electric Energy Delivered from the
Power Plants of Party B to the Grid shall be equivalent to the
readings from the electric energy metering gauge (to be owned by
Party B) located at the interconnection point. The readings from
the gauge shall be provided to the Dispatch Department of the
Tangshan Power Supply Bureau of the Grid.
4.2 The electric energy metering gauge for both Parties
shall be inspected, passed and sealed by a qualified inspection
agency determined by both Parties. Without the presence of both
Parties, the gauge shall not be adjusted. All of the measuring
devices shall be inspected on a regular schedule and in
accordance with the relevant national standards. If the two
Parties have any doubts concerning the readings from the
inspected gauge, the gauge may be reinspected by a higher level
inspection agency.
4.3 If the metering device is found to be inaccurate, the
two Parties shall determine the period affected by the
inaccuracy. Based on the difference before and after the
inspection, the Electric Energy Delivered (and payments relating
thereto) shall be adjusted; provided, however, that no adjustment
shall be made if the inaccuracy is less than 0.5% for the
affected period. Any malfunctioning meter shall be promptly
repaired and re-calibrated by Party B.
ARTICLE FIVE
THE PRICE FOR ELECTRIC ENERGY DELIVERED, RETAIL PRICE, AND
PRICE ADJUSTMENT
5.1 The Price for Electric Energy Delivered and Retail
Price for Electric Energy Delivered from the Plants to the Grid
shall be determined by the Pricing Document. Adjustment
mechanisms for prices shall be set forth in the Pricing Document.
ARTICLE SIX
ELECTRIC ENERGY CALCULATION AND PAYMENT
The payment for Electric Energy Delivered shall be
calculated each month. The quantity of Electric Energy Delivered
shall be based on the readings from the metering device located
at the Interconnection Point taken at midnight of the last day of
the calendar month. The number obtained from this reading shall
be the basis for calculating the quantity of Electric Energy
Delivered during the calendar month. Party A shall pay for
Electric Energy Delivered (after deducting any payments that
Party B is required to make to Party A, such as for back-up power
supplied) by the 15th day of the following calendar month( if
that is a holiday, the due date shall be the following business
day). Party A shall promptly send Party B an itemization or
invoice for any deductions from payment that it makes.
ARTICLE SEVEN
PEAK ADJUSTMENT COMPENSATION
Unless such additional electric energy is required by Party
A, if, due to technical restrictions of requirements of the heat
and steam supply, the partial electric energy load delivered
during the Trough Hours exceeds 60% of the full capacity
specified on the name plate, Party B shall compensate Party A by
paying the Grid peak adjustment compensation fee set forth in
Section 8.2.
ARTICLE EIGHT
BASIS FOR METHOD FOR DETERMINING THE QUANTITY OF ELECTRIC
ENERGY DURING DIFFERENT PERIODS
This Article only sets forth the basis for method of
determining the amount of Electric Energy Delivered during
different periods. More specific details of which shall be
stipulated in the Interconnection Dispatch Agreement.
8.1 Every day the Dispatch Department of Tangshan Power
Supply Bureau of the Grid shall issue instructions of the next
day's load curve for generation to Party B's Power Plants based
on the load characteristics of the Grid, the operation ability of
Party B's Power Plants, the Regulations and the requirements of
the General Interconnection Agreement and the Sub Agreements.
8.2 Party A shall not be required to pay Party B for
electric energy generated by the Power Plants during Trough Hours
which exceeds the generation amount for the Trough Hours as per
instructions by the Dispatch Department of Tangshan Power Supply
Bureau of the Grid (based on the average amount for Trough Hours
calculated on a daily basis), besides, it shall be entitled to
receive a compensation fee from Party B equivalent to five times
the applicable Price for Electric Energy Delivered based on the
exceeded amount.
8.3 Party A shall not pay Party B for electric energy
generated by the Power Plants during Non-Peak Hours which exceeds
the generation amount for the Non-Peak Hours as per instruction
by the Dispatch Department of Tangshan Power Supply Bureau of the
Grid (based on the average amount for Non-Peak Hours calculated
on a daily basis).
8.4 If the Power Plants of Party B do not deliver, during
the Peak Hours (based on an average specified in the
Interconnection Dispatch Agreement) the quantity of electric
energy stipulated in Sections 2.1 and 2.2 of this Agreement,
Party B shall compensate Party A, at five times the applicable
Price for Electric Energy Delivered, for the quantity gap between
the actual amount of electric energy produced and the required
electric energy production mentioned above.
8.5 If, due to Party A's actions or inactions which causes
Party B's Power Plants to generate less amount of electric
energy, and fall short of generation or purchase requirements,
Party A shall pay to Party B a compensation fee to be calculated
by the following formula:
(Amount of Electric Energy Delivered Specified in Article Two -
Actual Electric Energy Delivered) x applicable Price for Electric
Energy Delivered
8.6 The calculations in Sections 2, 3, and 4 of this
Article shall be determined daily and the related payments shall
be settled monthly.
ARTICLE NINE
COMPENSATION FOR EXCEEDING OVERHAUL TIME
If the cumulative maintenance down time for either of the
Power Plants exceeds fifty-five (55) days, Party B shall pay a
compensation fee calculated as follows:
(Electric Energy Delivered from Power Plants per day (based on
amounts set forth in Sections 2.1 and 2.2 and after deducting an
internal usage amount) x Maintenance Time Exceeding 55 days) x
Price for Electric Energy Delivered.
ARTICLE TEN
DELAYED PAYMENT AND DEFAULT PAYMENT
10.1 If either Party A or Party B does not make its payment
based on the schedule required, that Party shall pay accrued
interest with the next payment. The interest rate applied for
the delayed payment is equal to 0.05% per day.
10.2 A Breach of Contract occurs fifteen days after either
Party A or Party B does not make its payment.
ARTICLE ELEVEN
APPLICATION OF GENERAL INTERCONNECTION AGREEMENT
Force Majeure events, amendments, terminations, Breaches of
Contract, term of this Agreement, applied laws, and dispute
settlements for this Agreement shall be the same as those set
forth in the General Interconnection Agreement. The provisions
of the General Interconnection Agreement are hereby incorporated
into and made a part of this Agreement.
ARTICLE TWELVE
SUPPLEMENTAL AGREEMENT AND ITS LEGAL EFFECT
Anything not discussed in this Agreement shall be determined
by supplemental agreements through discussion between the two
Parties. Any supplemental agreements, the General
Interconnection Agreement, other Sub Agreements, and this
Agreement shall have the same legal effect.
ARTICLE THIRTEEN
TERM OF THIS AGREEMENT
This Agreement shall be effective upon being executed and
stamped by both Parties on September 22, 1995. This Agreement
shall continue in effect until termination of the General
Interconnection Agreement (at which time this Agreement shall
also terminate).
ARTICLE FOURTEEN
DOCUMENT
There shall be six originals of this Agreement. Party A
shall keep two and Party B shall keep four originals. There
shall be copies of this Agreement submitted to and filed with the
relevant authorities of the Government.
IN WITNESS WHEREOF, the Parties, intending to be legally
bound, have caused this Agreement to be signed by their duly
authorized representatives, as of the day and year above written.
Legal Representative of Party A
North China Power Group Company
By: ___________________________
Name:
Title:
Legal Representatives of Party B
Tangshan Panda Heat and Power Co. Ltd.
By: ___________________________
Name:
Title:
Tangshan Pan-Western Heat and Power Co. Ltd.
By: ___________________________
Name:
Title:
