DRAFT WHEELING AND BANKING AGREEMENT FORMAT FOR CAPTIVE RE PROJECTS WITH

NORMAL CHARGES

This Wheeling and Banking Agreement is made at …………………… on this…….. day of

…………….. between Karnataka Power Transmission Corporation Limited, a Company
formed and incorporated in India under the Companies Act, 1956, with its registered
office located at Kaveri Bhavan, Kempegowda Road, Bangalore – 560 009, Karnataka
State, hereinafter referred to as the “Corporation” (which expression shall, unless
repugnant to the context or meaning thereof, include its successors, and permitted
assigns) and ____________________________________ Electricity Supply Company Limited a
Company formed and incorporated in India under the Companies Act, 1956, with its
registered office located at ………………………… (address of ESCOM), Karnataka State
hereinafter referred to as the “_____ ESCOM" (which expression shall, unless repugnant to
the context or meaning thereof, include its successors, and permitted assigns) and
______________________ Electricity Supply Company Limited, a Company formed and
incorporated in India under the Companies Act, 1956, with its registered office located at
………………………………….(address of …..ESCOM), herein after referred to as …. ESCOM
and M/s. ……………………………, a Company formed and incorporated under the
Companies Act, 1956/proprietary concern/partnership firm/private limited/public limited
Company/Consortium/Co-operative society etc., and having its Registered Office
at…………………………………………. hereinafter referred to as the “Company” (which
expression shall, unless repugnant to the context or meaning thereof, include its
successors, and permitted assigns) as parties.

WHEREAS:

i) The Corporation is a transmission Licensee owning and operating transmission system

and the ESCOM/s is/are a distribution Licensee/s owning and operating distribution
system, in the State of Karnataka and are under a statutory obligation to provide non-
discriminatory open access.

ii) The Govt. of Karnataka by its order No. …………………………dated ………………… has
accorded its sanction to the proposal of the Company for installation of a renewable

1
 energy based wind / mini hydel/co-generation/ biomass / waste to energy/Solar
Electric Power Generating Station of ……..kW/MW capacity at/near ……………………..
Village in ---------------- Taluk, ------------ District and the Company plans to construct, own,
operate and maintain the above said renewable energy based wind / mini hydel/co-
generation/ biomass / waste to energy/Solar Electric Power Generating Station,
hereinafter referred to as the Project.

iii) Pursuant to (i)& (ii) above, the Company desires to wheel ----kW/MW of the power
generated from the project for its captive use utilizing the existing transmission and/or
distribution network of the Corporation and ESCOM/s respectively on payment of
normal charges and accordingly intends to enter into an agreement with the
Corporation and the ESCOM/s.

iv) The Corporation and the ESCOM/s have as per their letters dated__________and
…………. given their consent for wheeling and banking [Banking in case of
Wind, Mini-hydel & Solar only] of electricity generated by the Company in the
project, subject to the Terms and Conditions as set out in this agreement.

NOW THEREFORE IN VIEW OF THE FOREGOING PREMISES AND IN CONSIDERATION OF THE

MUTUAL COVENANTS AND CONDITIONS HEREINAFTER SET FORTH, THE CORPORATION,
ESCOM/S, AND THE COMPANY, HEREBY AGREE AS FOLLOWS:

ARTICLE 1

1.1 DEFINITIONS

For the purposes of this Agreement, the following words and expressions shall have
the respective meanings set forth below:

a) “Act” means the Electricity Act, 2003 as amended from time to time.

b) "Agreement" shall mean and include the Wheeling & Banking Agreement
executed herein, including the schedules hereto, amendments,
modifications and supplements made in writing by the parties from time–to-

2
 time.

c) APPC rate means average pooled power purchase cost as defined in KERC
[Procurement of Energy from Renewable Sources] Regulations, 2011.

d) “Applicable Tariff/Charge” means the tariff/charges for wheeling and

banking as specified by the Commission from time-to-time.

e) “Banking” means the facility by which electrical energy remaining unutilized

by the “Captive user” out of the energy injected into the transmission and/or
distribution system of Corporation/ESCOM/s, which is allowed to be utilized
for captive use later, as per the terms and conditions set forth in this
agreement.

f) “Billing Period” means the period from 00:00 hours of the first day of the
calendar month to 24:00 hours of last day of calendar month. The first Billing
Period shall commence from 00:00 hours of the Commercial Operation date
and end with 24:00 hours of last day of the month in which the Commercial
Operation Date occurs.

g) "Commercial Operation Date " means the date declared jointly by the
Company and the Corporation/ ESCOM/s on which the unit(s) is/are
declared as available for commercial operation for the purposes of
wheeling and banking after trial operation.

h) “Commission” means the Karnataka Electricity Regulatory Commission.

i) “Drawal Point” means the point as specified by the Company to which the
wheeled/banked power is to be supplied (indicating the place of Captive
user, and RR NO. if any).

j) "Force Majeure Events” means the events and circumstances as described in

Article 9.
3
 k) "Injection Point" means the point or points at which Electricity is injected at the
project site by the Company into the Corporation/ESCOM network.

l) "Injected Energy" means the kilowatt hours of Electricity actually exported and
measured by the energy meters at the Injection Point in a Billing Period after
deducting there from 115% of the energy imported from the ESCOM/s to the
Project as measured at the injection point during such Billing Period.

m) “Installed Capacity” means the capacity of the Project at the generating

terminal(s) and shall be equal to ……kW/MW.

n) "Metering Date" for a Billing Period, means the midnight of the last day of the
calendar month.

o) “Metering Point” for purposes of recording of Injected Energy at the Injection

Point shall include two separate sets of electronic trivector meters, main
meter installed by the Company and the check meter installed by the
...ESCOM, having facilities to record both export and import of electricity
to/from the grid and for purposes of recording of Energy drawn at the
drawal Point, shall include meter installed, having facilities to record both
export and import of electricity to/from the grid

p) "Monthly Charge" shall have the meaning as set forth in Article 5.

q) “Nodal agency” means SLDC/KPTCL/ESCOM as the case may be.

r) “UI Charge” means unscheduled interchange charge payable by the

company to utilities for deviations from the schedules furnished to SLDC.

Any Words and expressions used but not defined in this Agreement shall have the same
meaning as defined in the Act, KERC Regulations and the Grid Code.

1.2 INTERPRETATION

Unless otherwise stated, all references made in this Agreement to "Articles" and
"Schedules" shall refer, respectively, to Articles of and Schedules to this Agreement.
The Schedules to this Agreement shall form part of this Agreement and shall be in full
force and effect as though they were expressly set out in the body of this
Agreement.

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 ARTICLE-2

INTERCONNECTION

2.1 Power from the Project of the Company is evacuated through the…kV line
constructed and maintained by the Company up to the………. kV
…………………….Substation (Injection Point).

2.2 Evacuation of power shall be limited to the capacity of transmission/ distribution

system as approved by Corporation/ESCOM/s in the Evacuation approval.

2.3 The generating facility of the project shall be connected with the network of the
Corporation and/or ESCOM/s in accordance with the Central Electricity Authority
(Technical Standards for Connectivity to the Grid) Regulations, 2007 as amended
from time to time.

2.4 The Company shall provide suitable relays and protective devices as per
prudent practice at the injection point at………………...Sub-station and shall
be got calibrated / checked by the Corporation/ESCOM after paying
necessary charges before the plant is synchronized. The calibration shall
also be got done by the Company once in a quarter during the operation
and synchronization of the plant to ensure proper functioning. For
protection to the equipment of the Corporation/ESCOM/s and the
Company, the Company shall install, at its own cost, protection equipment
like protection relays, communication system or similar equipment. The
Company shall obtain the approval of the Corporation/ESCOM for the
specifications of such equipment and shall furnish the test reports etc., to
the Corporation/ESCOM, as the case may be.

2.5 The Company shall, get the generating sets and other equipment inspected by
the MRT Division, of the concerned Corporation/ESCOM/s and obtain written

5
 approval before they are actually serviced. Further, the Company shall have the
following approvals:

a) Approval of the Electrical inspectorate

b) Synchronization approval from the Corporation/ESCOM.
c) Written approval / concurrence of ESCOMs for wheeling & banking of injected
energy for captive use before Synchronization.

2.6 The Company shall ensure that the Generating plant be, on notice, open for
inspection by the authorized representative of the Corporation/ESCOM.

2.7 The Company shall give fifteen days prior notice to the Corporation/ESCOM/s
before the date of trial operation and commercial operation of the generator.
The same shall also be intimated in writing to the SLDC/ESCOMs, jurisdictional Chief
General Manager/Chief Engineer, (Elec) / General Manager (Ele), Executive
Engineer (El), concerned O & M/TL and SS Division and the Executive Engineer MRT
Division.

2.8 The Corporation/ESCOMs shall not be responsible for any line outage and
consequent losses or damages, if any, between point of generation and up-to
injection point for any reason whatsoever, consequent to which the power is not
evacuated.

2.9 Where the generating plant is located in one ESCOM and the Captive user/s is/are
located in other ESCOMs, the SLDC shall obtain concurrence of the respective
Corporation/ESCOM/s before granting permission for wheeling and/or banking of
the energy injected.

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 ARTICLE 3

UNDERTAKINGS

3.1 Obligations of the Company:

(i) For setting up/ operation of the project, the Company shall at all times have
statutory approvals, clearances, permits as set out in Schedule-1 of this agreement.

(ii) A) As provided in the Act, the Company shall undertake at its own cost to
establish, operate and maintain the following in accordance with Prudent
Utility Practices during the operation of this agreement :

a) Generating Station;
b) Tie-Line (s);
c) Sub-stations;
d) Dedicated transmission line connected therewith.

B) The Company shall abide by the State Grid Code, Distribution Code and other
applicable Regulations, Rules, Codes and Standards.

C) The Company shall follow the CEA (Safety requirements for construction,
operation and maintenance of electrical plants and lines) Regulations, 2011
and CEA (Measures relating to safety and electricity supply) regulations, 2010,
as may be amended from time to time.

(iii) The Company shall pay all applicable charges to the Corporation/ESCOMs as per
Article -5 including any Open Access charges due to the Corporation/ESCOMs
from Captive user/s to whom energy is wheeled.

(iv) The Company shall be responsible for all payments on account of any taxes, cess,
duties or levies imposed by the Government or Competent Authority from time to
time.

(v) The Company shall be obliged to provide at any time data necessary for the
system studies conducted by the Corporation or the ESCOM/s .

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3.2 Obligations of Corporation/ESCOMs
The Corporation/ESCOMs shall:

(i) Subject to system constraints, wheel the Electricity generated by the Company
up to the Drawal Point in accordance with the provisions of the Act / Rules/
Regulations in force from time-to-time.

[Explanation: “System constraint” means a condition or situation under

which the electrical system of the Corporation/ESCOM/s is unable to evacuate
and transmit the energy generated fully or partly from the project due to
unforeseen breakdown of network elements like lines, switchgears or due to
frequency/voltage constraints in the system or for reasons beyond the control of
the Corporation/ESCOMs.]

(ii) Accord approval for construction of the Interconnection Facilities within thirty
(30) days from the date of application to that effect.

(iii) Provide connectivity to network (by augmentation wherever necessary) and

ensure that the contracted network capacity under open access is made
available to the company during the period of contract, at normative levels as
specified by the Commission from time to time.

(iv) Abide by the State Grid Code, Distribution Code and other applicable
Regulations, Rules, Codes and Standards.

(v) Follow the CEA (Safety requirements for construction, operation and
maintenance of electrical plants and lines) Regulations, 2011 and CEA
(Measures relating to safety and electricity supply) regulations, 2010, as may be
amended from time to time.

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 ARTICLE 4

OPERATION OF THE POWER PLANT

4.1 The operation of the Project shall not at any time be in contravention to the
applicable laws.

4.2 The Corporation/ESCOM/s shall not impose any restrictions on the manner of
generation except for reasons of safe operation of the grid.

4.3 The operation of the power plant shall be suitably co-ordinated as per the
instructions of State/Area Load Dispatch Centre.

4.4 The starting current of the Generator shall not exceed 110% of the full load
current of the generator and for the purpose, the generator shall provide
necessary current limiting devices.

4.5 The Company shall provide at its cost, adequate protection for safe operation of the
Project with the grid and to prevent disturbances to the grid.

4.6 The Corporation or ESCOM/s shall not be liable to pay any compensation for any
damage caused to the generator resulting from parallel operation with the grid.

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 ARTICLE 5

CHARGES

5.1 The Company shall pay all the monthly charges payable to the
Corporation/ESCOMs for using their network as per the applicable KERC
Regulations/Orders issued from time to time. Such charges shall include transmission
charges for use of transmission network, wheeling charges for use of distribution
network, additional surcharge (if any, in case captive user does not pay the same),
charges for backup supply (in case captive user does not pay the same),
scheduling and system operation charges, grid support charges, reactive power
charges, UI charges under intra-state ABT, transaction charges and for the power
drawn by the Company from the grid.

5.2 The Company shall pay to the nodal agency before commencement of wheeling,
security deposit equivalent to the estimated charges for two months.

5.3 The Company shall pay the demand charges as applicable to the relevant
category in lieu of grid support charge, till it is determined by the Commission.

5.4 The captive user/s not having any supply agreement with ESCOM/s., shall pay
twice the tariff applicable to HT-2a category, for the over drawal of power from the
grid beyond the demand contracted for wheeling , in the relevant time block,

5.5 The Company shall be permitted to import power from the grid during shut down of
the generating plant, for startup, maintenance and other allied purposes duly
intimating the ESCOM the period for which such supply is required. In such cases,
the actual energy drawn from the grid as recorded by the import meter shall be
charged at the HT temporary tariff on pro-rata basis for the period of such supply.

5.6 Charges for infirm power:

The infirm energy injected during the period from trial operation date after
synchronization up to the commercial date of operation shall be deemed to be

10
 sold to the ESCOM where the project is located and shall be paid for by such
ESCOM at the applicable average pooled power purchase cost determined by
the Commission.

5.7 PF penalty:

The Captive user shall pay Power Factor penalty for any reduction in power factor,
as per rates determined by the Commission from time to time.

5.8 Energy Losses:

Loss of Energy in wheeling shall be calculated as per the loss levels approved by
the Commission from time to time.

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 ARTICLE- 6

WHEELING AND BANKING OF ENERGY

6.1 WHEELING OF ENERGY:

6.1.1 The Company shall submit in writing, a list of „Captive users‟ to whom it
proposes to wheel power, including the quantum of power to be wheeled
to such consumers, at least 15 days prior to commencement of wheeling.
Subject to availability of transmission and/or distribution network the
Corporation/ESCOM/s shall, within seven days thereafter, approve the
same. Any addition / deletion to the list of captive users or change in power
allocation to the existing captive users, shall be approved by
Corporation/ESCOM/s, within seven days of receipt of request from the
Company subject to the availability of the system.

6.1.2 The energy injected by the Company under wheeling shall be first charged to the
consumption of Captive users and the residual energy, if any at the end of the
month, shall be deemed to be purchased by the ESCOM where generator is
located and paid by such ESCOM at the APPC rate determined by the Commission
from time to time.

6.1.3 Captive users of the Company shall be liable to pay to the

Corporation/ESCOMs applicable open access charges as per KERC
Regulations.

6.1.4 “Captive users” having supply agreement with ESCOM, shall, in addition to
applicable demand charges, pay to the ESCOM [where such consumer is
situated] as per the applicable tariff for the quantum of energy drawn from the
grid in excess of the energy contracted for wheeling from the Company,

6.1.5 Notwithstanding the terms and conditions of this agreement, the terms and
conditions of any existing agreement between Consumers and the ESCOM shall

12
 continue to be binding on Captive users.

6.1.6 The Corporation/ESCOMs reserves the right to withdraw the facility of banking and
wheeling either wholly or partly in case of breach of conditions of this agreement or
under force majeure conditions. In such an event, Corporation/ESCOMs shall not
be liable to pay any compensation or damages to the Company.

6.1.7 In the event of system constraints, Captive users shall be subjected to power cuts or
load shedding as deemed necessary by the Corporation/ESCOMs.

6.2 BANKING (Applicable For Wind ,Mini hydel and Solar energy only)

6.2.1 The Company shall be permitted to “Bank” the energy generated in the project
within a calendar month, with the ESCOM,

T.O.D meters shall be installed at both the injection point and the drawal point to
facilitate time block wise monitoring and recording of energy injection and drawal.
The energy banked in a calendar month during peak period shall be drawn
during peak period only and the energy banked during off-peak period shall be
drawn during off peak period only within the same calendar month.

6.2.2 Energy banked by the Company shall be permitted to be carried forward from day
to day within the same month. No carry forward of banked energy shall be
permitted from a month to the next month.

6.2.3 The Residual Energy at the end of a month shall be calculated as follows:

Eb= [ Eg*(1-B-C)]- Et
Where,
Eb =Residual energy at the end of the month

Eg = Generated energy injected to the grid at the point of injection in a month as

recorded by the export meter, less 115% of energy recorded by import meter.

B = Banking charges in kind expressed in percentage

C = Transmission and/or distribution losses expressed in percentage.

13
 Eb = Residual Energy at the end of a month

Et = Actual energy Consumed by the captive user/s to the extent of capacity

contracted under wheeling.
Note:
Residual energy is zero if Eb is negative or zero.

6.3 SPECIFIC CONDITIONS APPLICABLE FOR RENEWABLE PROJECTS OTHER THAN WIND , MINI
HYDEL and SOLAR

6.3.1 RE projects other than Wind, Mini-Hydel and Solar shall be subject to scheduling
and pay the UI charges for deviation from the schedule under the Intrastate ABT
mechanism. Until Intra-State ABT is introduced, the UI charges shall be as
determined by CERC from time to time under Inter -State ABT.

6.3.2 No Banking of energy shall be permitted under this category.

6.3.3 ABT compliant meters shall be installed by the Company in such cases

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 ARTICLE - 7

BILLING PROCEDURE

7.1 Joint meter readings of the Import and Export meters at the Project/injection point
shall be taken by Jurisdictional Executive Engineer (Elecl), O & M or authorized
representative of ESCOM and Representative of the Company on the first day of
every month.

7.2 Joint meter readings of Captive User/s shall be taken by Jurisdictional Engineer of
ESCOMs on the first day of every month (if necessary after changing meter reading
dates to first of every month) and raise the bills only for Open Access charges in
respect „Captive Users exclusively supplied by the Company‟ and for both energy
supplied by ESCOMs and applicable OA charges in respect of „Captive users‟
supplied both by the Company and ESCOM. The Company shall pay the
Wheeling/Network charges to Corporation/ESCOMs as determined by the
Commission from time to time.

7.3 All payments of bills issued by the Corporation/ESCOMs under this agreement shall
be paid by the Company/ /Captive users within fifteen days from the receipt of
such bills.

15
 ARTICLE - 8

METERING AND COMMUNICATION

8.1 Metering: Both the injected Energy and drawl energy shall be metered at the
receiving sub-station point and at the drawl point of the Captive users (to be
specified clearly by the Company) respectively.

8.2 Metering equipment: Metering equipment shall be electronic trivector meters of

accuracy class 0.2 required for the Project (both main and check meters). The main
meter shall be installed and owned by the Company, whereas check meters shall
be installed and owned by the ...ESCOM. Dedicated core of both CT‟s and PT‟s of
required accuracy shall be made available by the Company to..ESCOMs. The
metering equipment shall be maintained in accordance with electricity standards.
Such equipment shall have the capability of recording quarter-hourly and monthly
readings. The Company shall provide such metering results to the ...... ESCOM. The
meters installed shall be capable of recording and storing quarter hourly readings of
all the electrical parameters for a minimum period of 35 days with digital output.

8.3 Meter Readings: The monthly meter readings of both export and import energy
meters i.e. of both main and check meters shall be taken jointly by the Parties on the
first day of the following month. At the conclusion of each meter reading an
appointed representative of ESCOM and the Company shall sign a document
indicating the number of kilowatt-hours indicated by the meter.

8.4 Sealing of Energy Meters: All the main and check energy meters (export and import)
and all associated instruments, transformers installed shall be of 0.2 accuracy class.
Each meter shall be jointly inspected and sealed by ESCOM on behalf of the Parties
and shall not be interfered with by either Party except in the presence of the other
Party or its authorized representatives.

8.5 Meter Test Checking: All the main and check meters shall be tested for accuracy
every calendar quarter with reference to a portable standard meter which shall be

16
 of an accuracy class of 0.1. The portable standard meter shall be owned by ESCOM
at its own cost and expense and tested and certified at least once every year
against an accepted laboratory standard meter in accordance with electricity
standards. The meters shall be deemed to be working satisfactorily if the errors are
within specifications for meters of 0.2 accuracy class. The cost of such test checking
shall be borne by the Company at the rates specified by ESCOM from time to time.
The consumption registered by the main meters alone will hold good for the purpose
of billing as long as the error in the main meter is within the permissible limits.

(i) If during the quarterly tests, the main meter is found to be within the permissible limit
of error and the corresponding check meter is beyond the permissible limits, then
billing will be as per the main meter as usual. The check meter shall, however, be
calibrated immediately.

(ii) If during the quarterly tests, the main meter is found to be beyond permissible limits
of error, but the corresponding check meter is found to be within permissible limits
of error, then the billing for the month up to the date and time of such test shall be
as per the check meter. There will be a revision in the bills for the period from the
previous billing date up to the current test date, based on the readings of the
check meter. The main meter shall be calibrated immediately and billing for the
period thereafter till the next monthly meter reading shall be as per the calibrated
main meter.

(iii) If during the quarterly tests, both the main meter and the corresponding check
meter are found to be beyond the permissible limits of error, both the meters shall
be immediately calibrated and the correction applied to the reading registered by
the main meter to arrive at the correct reading of energy supplied for billing
purposes for the period from the last month's meter reading up to the current test.
Billing for the period thereafter till the next monthly meter reading shall be as per
the calibrated main meter.

(iv) If during any of the monthly meter readings, the variation between the main
meter and the check meter is more than that permissible for meters of 0.2

17
 accuracy class, all the meters shall be re-tested for its accuracy immediately.

8.6 Interconnection and Metering Facilities: The Company shall provide at its cost
dedicated core for the metering. Both the main meter and the check meter shall be
installed nearest to the PT in the outdoor yard of the Corporation/ESCOM and shall
be housed in a suitable weatherproof cubicle.

8.7 Data acquisition System [DAS] and Communication facilities: The Company shall install
and maintain at its cost DAS and communication network facilities at Generating
Station/Injection Point as well as drawal points, as specified in the Grid Code with
due approval of technical features by the Corporation or the ESCOM.

8.8 If tampering of metering cubicle or energy meters at Captive user/s premises or at

the Company‟s power generating plant or violation of any of the aforesaid terms
and conditions are detected or observed, the Corporation/ESCOM/s has the right
to withdraw the Wheeling & Banking facilities without any notice and also take
action as per Electricity Act and the Regulations/Codes issued thereunder.

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 ARTICLE - 9

FORCE MAJEURE

9.1 In the event of Force Majeure conditions like war, mutiny, riot, earthquake, hurricane,
strike, tempest, accident to machinery, Corporation/ESCOM/s has no obligation to
Bank and Wheel the energy as per this agreement. However, it shall make all
reasonable efforts to restore normalcy within 30 (thirty) days and if the same is not
possible, this agreement is to be treated as temporarily suspended for the period
in which Force Majeure conditions continue. ESCOM will also make efforts to supply
power to „‟Captive user/s” of the Company from its own source, subject to
availability and payment of charges as applicable to the relevant category of
consumers.

9.2 During the period in which Force Majeure conditions prevail,

Corporation/ESCOM/s shall not be liable to pay any compensation or
damage or any claims whatsoever for any of the direct or indirect loss that
may be suffered by the Company on account of non-wheeling and
Banking of Electricity during the period.

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 ARTICLE - 10

TERM, TERMINATION AND DEFAULT

10.1 Term of the Agreement:

This Agreement shall become effective upon the execution and delivery thereof by
the Parties hereto and unless terminated pursuant to other provisions of the
Agreement, shall continue to be in force for such time until the completion of a
period of -----months from the date execution and may be renewed for further
period on the terms and conditions as may be mutually agreed upon between the
Parties with the approval of the Commission. The Classification of the term of the
agreement shall be as per the Commission‟s Regulations on Intra –State Open
Access.

10.2 Events of Default:

Company‟s Default: The occurrence of any of the following events at any time
during the Term of this Agreement shall constitute an Event of Default by Company:

a. Failure or refusal by Company to perform any of its obligations agreed under this
Agreement.

b. Non-payment of charges as specified in this agreement.

c. If the Company does not generate and wheel energy continuously for a
period of six months in an Year as the case may be.

d. Repeated overdrawal of power from the grid by captive user/s in any time
block.

e. Company abuses this Agreement or indulges in any malpractice of any

nature whatsoever.

10.3 Termination:
Termination for Company’s Default:

i) Upon the occurrence of any event of default as set out in sub-clause 10.2

20
 above, Corporation/ESCOM/s may deliver a Default Notice to the COMPANY in
writing, which shall specify in reasonable detail the Event of Default giving rise to
the default notice and call upon the COMPANY to remedy the same within a
month from the date of notice.

ii) In case the Company fails to remedy the default(s) notified in the above Notice
within the time specified above, Corporation/ESCOM/s shall be entitled to
terminate this Agreement with immediate effect.

iii) Upon termination of this agreement, Corporation/ESCOM/s shall stand

discharged of all its obligations undertaken under this Agreement. However, the
Parties shall fulfill the payment obligations arisen as per the Agreement prior to
the date of termination.

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 ARTICLE 11

DISPUTE RESOLUTION

11.1 All disputes or differences between the Parties arising out of or in connection with
this Agreement shall be first tried to be settled through mutual negotiation.

11.2 The Parties hereby agree to attempt to resolve all disputes arising hereunder
promptly, equitably and in good faith.

11.3 Each Party shall designate in writing and communicate to the other Party its own
representative who shall be authorized to resolve any dispute arising under this
Agreement in an equitable manner and, unless otherwise expressly provided herein,
to exercise the authority of the Parties hereto to make decisions by mutual
agreement.

11.4 If the designated representatives are unable to resolve a dispute under this
Agreement within ninety (90) days after such dispute arises, then it shall be referred
to the Commission in accordance with the provision of Electricity Act 2003, for
resolution of the dispute under Section 86(1)(f) of the Act.

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 ARTICLE - 12

MISCELLANEOUS PROVISIONS
12.1 Governing Law:

This Agreement shall be interpreted, construed and governed by the Laws of India
including Electricity Act 2003 and the Rules/ Regulations framed there under.

12.2 Waiver:
Any failure on the part of a Party to exercise, and any delay in exercising,
exceeding three years, any right hereunder shall operate as a waiver thereof. No
waiver by a Party of any right hereunder with respect to any matter or
default arising in connection with this Agreement shall be considered as a waiver
with respect to any subsequent matter or default.

12.3 Limitation, Remedies and Damages:

Neither Party shall be liable to the other for any consequential, indirect or special
damages to persons or property whether arising in tort, contract or otherwise, by
reason of this Agreement or any services performed or undertaken to be
performed hereunder.

12.4 Notices:
Any notice, communication, demand, or request required or authorized by this
Agreement shall be in writing and shall be deemed properly given upon date of
receipt, if delivered by hand or sent by courier, if mailed by registered or certified
mail at the time of posting, if sent by fax when dispatched (provided if the sender‟s
transmission report shows the entire fax to have been received by the recipient and
only if the transmission was received in legible form), to: -

(i) In case of the Company :

Name:
Designation of authorized representative:
Telephone No…………….. .

23
 Fax No.
E- mail:

(ii) In case of…..Corporation:

Name:
Designation of authorized representative:
KPTCL, Karnataka State.
Telephone:
Fax :
E-mail:

iii. In case of ..ESCOM:

Name:
Designation of authorized representative:
ESCOM
Karnataka State.
Telephone:
Fax :
E-mail

12.5 Severability:

Any provision of this Agreement, which is prohibited or unenforceable under any

law, shall be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and without affecting the validity,
enforceability or legality of such provisions.

12.6 Amendments:

This Agreement shall not be amended, changed, altered, or modified except by a

written instrument duly executed by an authorized representative of both Parties
and approved by the Commission. However, the Commission shall be entitled to
modify/alter the conditions of this contact at the instance of either of the parties, or
suomotu, after giving an opportunity of hearing to all the parties.

12.7 Assignment:

Neither Party shall assign this Agreement or any portion hereof without the prior

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 written consent of the other Party and approval of the Commission.

Provided further that any assignee shall expressly assume the assignor's obligations
thereafter arising under this Agreement pursuant to documentation satisfactory to
such other Party.

12.8 Entire Agreement, Appendices:

This Agreement constitutes the entire agreement between Corporation, ESCOM/s

and the COMPANY, concerning the subject matter hereof. All previous documents,
undertakings, and agreements, whether oral, written, or otherwise, between the
Parties concerning the subject matter hereof are hereby cancelled and shall be of
no further force or effect and shall not affect or modify any of the terms or
obligations set forth in this Agreement, except as the same may be made part of
this Agreement in accordance with its terms, including the terms of any of the
appendices, attachments or exhibits. The appendices, attachments and exhibits
are hereby made an integral part of this Agreement and shall be fully binding upon
the Parties.

In the event of any inconsistency between the text of the Articles of this Agreement
and the appendices, attachments or exhibits hereto or in the event of any
inconsistency between the provisions and particulars of one appendix, attachment
or exhibit and those of any other appendix, attachment or exhibit, Corporation/
ESCOM/s and the COMPANY shall mutually consult to resolve the inconsistency
and intimate the same to the Commission.

12.9 Further Acts and Assurances:

Each of the Parties after convincing itself agrees to execute and deliver all such
further agreements, documents and instruments, and to do and perform all such
further acts and things, as shall be necessary or convenient to carry out the
provisions of this Agreement and to consummate the transactions contemplated
hereby.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
fully authorized officers, and copies delivered to each Party, as of the day and year first
above stated.

FOR AND ON BEHALF OF CORPORATION

Name:
Designation of authorized representative:
KPTCL

WITNESSES
1.

2.

FOR AND ON BEHALF OF ESCOM/s

Name:
Designation of authorized representative:
ESCOM/s
WITNESSES
1.
2.

FOR AND ON BEHALF OF THE COMPANY

Name:

Designation of authorized representative:

Company:

WITNESSES
1.

2.

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 SCHEDULE -1

PERMITS, CLEARANCES AND APPROVALS

1. G O for Establishment of Generating Plant.

2. Evacuation approval for evacuation of power from the generating plant to
the substation of Corporation/ESCOM/s.

3. Synchronization approval and Commissioning report from

Corporation/ESCOM/s.

4. Wheeling and Banking approval by the nodal agency

5. Approval of the Electrical Inspectorate, Government of Karnataka for

Commissioning of the project and the transmission line for evacuation of power
from the project to the injection point/ substation.

6. Approvals required under any law for the time being in force.

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 SCHEDULE- 2

SPECIFICATION OF ELECTRICAL ENERGY DELIVERY

1. The generation voltage from the wind energy based/Mini hydel Electric Power
Plant/Solar plant/Cogeneration plant/WTE plant of M/s……………….. is at ….kV. It
comprises generators, generator transformer and unit transformer.

2. The generated power at………kV will be stepped up to……….kV for the purpose of
inter connection with the State grid at ………kV. Generator‟s will also be used to
draw start up power from the grid.

3. The injection point is at ………receiving station at……..kV.

******

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