THE NATIONAL GRID COMPANY PLC
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CONNECTION AND USE OF SYSTEM DOCUMENTATION
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[CONFORMED COPY]
CONTENTS
Master Agreement
Schedule 1 NGC/Users' Details
Schedule 2 Definitions
Schedule 3 Accession Agreement
Exhibit 1 Supplemental Agreement Type 1
Exhibit 2 Supplemental Agreement Type 2
Exhibit 3 Supplemental Agreement Type 3
Exhibit 4 Supplemental Agreement Type 4
Exhibit 5 Supplemental Agreement Type 5
Exhibit 6 Supplemental Agreement Type 6
Exhibit 7 Connection Application
Exhibit 8 Connection Offer
Exhibit 9 Use of System Application (Generators)
Exhibit 10 Use of System Application (Suppliers)
Exhibit 11 Modification Application
Exhibit 12 Modification Offer
Exhibit 13 Modification Notification
Exhibit 14 Ancillary Services Agreement
Exhibit 15 Interface Agreement Type 1 (Generators)
Exhibit 16 Interface Agreement Type 2 (Suppliers)
Exhibit 17 Interface Agreement Type 3 (Suppliers - Licence
DATED 30TH MARCH 1990
THE NATIONAL GRID COMPANY PLC (1)
AND
OTHERS (2)
_________________________________________
MASTER
CONNECTION AND USE OF SYSTEM AGREEMENT
_________________________________________
MASTER AGREEMENT
CONTENTS
Clause Title
1 Interpretation and Construction
2 Supplemental Agreements
3 Ancillary Services
4 Interface Agreement
5 Nuclear Installations
6 Principles of Ownership
7 Metering
8 NGC Obligations
9 Compliance with the Grid Code/Distribution Code
10 Modifications
11 New Connection Sites
12 General Provisions concerning Modifications and New Connection Sites
13 Additional Parties
14 Payment
15 Limitation of Liability
16 Duration and Termination
17 Events of Default/Deenergisation
18 Transfer and Subcontracting
19 Confidentiality
20 Intellectual Property
21 Force Majeure
22 Waiver
23 Notices
24 Counterparts
25 Variations
26 Dispute Resolution
27 Jurisdiction
28 Governing Law
29 Severance of Terms
30 Language
THIS MASTER AGREEMENT is made the 30th day of March 1990 and
becomes effective on the 31st day of March 1990
BETWEEN:
(1) THE NATIONAL GRID COMPANY PLC a company registered in
England with number 2366977 whose registered office is at
National Grid House, Sumner Street, London SE1 9JU ("NGC", which
expression shall include its successors and/or permitted assigns)
and whose address, telex and facsimile numbers for notices are
set out in Schedule 1; and
(2) THE PERSONS whose names, registered numbers, registered
offices, and addresses, telex and facsimile numbers for notices
are set out in Schedule 1 (each a "User", which expression shall
include its successors and/or permitted assigns)
WHEREAS:
This Master Agreement as the following principal purposes:-
(i) to establish a contractual framework between NGC and all
Users pursuant to which Supplemental Agreements will from time to
time be made which will provide for, amongst other things:
(a) connection of a User's Equipment at a Connection Site to the
NGC Transmission System;
(b) the use by a User of the NCG Transmission System in
connection with the generation and/or transmission of
electricity;
(c) the payment to NGC of Connection Charges and/or Use of
System Charges; and
(ii) to provide for the enforcement of the Grid Code.
NOW IT IS HEREBY AGREED as follows:-
INTERPRETATION AND CONSTRUCTION
1.1 In this Agreement and in each Supplemental Agreement the
words and expressions defined in Schedule 2 shall, unless the
subject matter or context otherwise requires or is inconsistent
therewith, apply.
1.2 In the event of any inconsistency between the provisions of
any Supplemental Agreement and this Agreement, the provisions of
the Supplemental Agreement shall prevail in relation to the
Connection Site which is the subject thereof to the extent that
the rights and obligations of Users not party to that
Supplemental Agreement are not affected.
1.3.1 If in order to comply with any obligation of this
Agreement or any Supplemental Agreement any Party is under a duty
to obtain the consent or approval (including any statutory
licence or permission) ("the Consent") of a third party (or the
Consent of another Party to this Agreement) such obligation shall
be deemed to be subject to the obtaining of such Consent which
the Party requiring the Consent shall use its reasonable
endeavours to obtain including (if there are reasonable grounds
therefor) pursuing any appeal in order to obtain such Consent.
1.3.2 If such Consent is required from any Party to this
Agreement then such Party shall grant such Consent unless it is
unable to do so or it would be unlawful for it to do so provided
that such grant by such Party may be made subject to such
reasonable conditions as such Party shall reasonably determine.
1.3.3 For the avoidance of doubt if the Party who is under a
duty to obtain such Consent fails to obtain such Consent having
complied with this Clause 1.3 the obligation on that Party (in
relation to which such Consent is required) shall cease.
1.4 In this Agreement:-
(i) unless the context otherwise requires all references to a
particular Clause, Sub-Clause, paragraph, Schedule or Exhibit
shall be a reference to that Clause, Sub-Clause, paragraph,
Schedule or Exhibit in or to this Agreement and all references to
a particular Appendix shall be a reference to that Appendix to a
Supplemental Agreement;
(ii) a table of Contents and headings are inserted for
convenience only and shall be ignored in construing this
Agreement or a Supplemental Agreement, as the case may be;
(iii) references to the words "include" or "including" are to
be
construed without limitation to the generality of the preceding
words;
(iv) unless the context otherwise requires any reference to an
Act to Parliament or any Part or Section or other provision of or
Schedule to an Act of Parliament shall be construed, at the
particular time, as including a reference to any modification,
extension or re-enactment thereof then in force and to all
instruments, orders or regulations then in force and made under
or deriving validity from the relevant Act of Parliament; and
(v) references to the masculine shall include the feminine and
references in the singular shall include the plural and vice
versa and words denoting persons shall include any individual,
partnership, firm, company, corporation, joint venture, trust,
association, organisation or other entity, in each case whether
or not having separate legal personality.
SUPPLEMENTAL AGREEMENTS
2.1 Exhibits 1 to 6 to this Master Agreement contain the forms
of agreements contemplated to be entered into pursuant to this
Clause, being:-
Exhibit 1
Supplemental Agreement "Type 1", in respect of Connection Sites
of Users which are in existence and Commissioned at the Transfer
Date;
Exhibit 2
Supplemental Agreement "Type 2", in respect of New Connection
Sites of Users which have not been Commissioned at the Transfer
Date;
Exhibit 3
Supplemental Agreement "Type 3", for Generators with Embedded
Generating Plant or with Embedded Small Independent Generating
Plant and who are acting in that capacity and who are passing
power onto a Distribution System through a connection with a
Distribution System Commissioned at the Transfer Date;
Exhibit 4
Supplemental Agreement "Type 4", for Generators with Embedded
Generating Plant or with Embedded Small Independent Generating
Plant and who are acting in that capacity and who are passing
power on to a Distribution System through a connection with a
Distribution System which has not been Commissioned at the
Transfer Date;
Exhibit 5
Supplemental Agreement "Type 5", for Second Tier Suppliers acting
in that capacity taking Energy through any Grid Supply Point and
through a Distribution System owned or operated by any other
person; and
Exhibit 6
Supplemental Agreement "Type 6", for Generators with Minor
Independent Generating Plant which is Embedded and who are acting
in that capacity and who are Pool Members.
2.2 The Supplemental Agreements which are to be entered into
between NGC and Users who are parties to this Master Agreement as
at the Transfer Date, and which are in respect of Connection
Sites existing as at the Transfer Date, shall be in or
substantially in the relevant exhibited form of Supplemental
Agreement unless the parties thereto agree otherwise.
2.3 Any Supplemental Agreements which are entered into between
NGC and Users who are parties to this Master Agreement as at the
Transfer Date, but in respect of New Connection Sites, shall be
in or substantially in the relevant exhibited form of
Supplemental Agreement unless the parties thereto agree
otherwise.
2.4 All other Supplemental Agreements shall be in such form as
may be agreed between NGC and each User.
2.5 Obligations of Users who own or operate Distribution Systems
2.5.1 Any User who owns or operates a Distribution System
shall not Energise the connection between any Generating Plant or
Small Independent Generating Plant or Minor Independent
Generating Plant and its Distribution System nor permit the use
of its Distribution System by the same until the person owning or
operating the plant has where required completed the Use of
System Application (Generators) and has entered into a
Supplemental Agreement in the appropriate form (if any) with NGC
and (if such person is not already a party to this Master
Agreement) has where required entered into an Accession Agreement
with NGC pursuant to Clause 13.
2.5.2 Any User who owns or operates a Distribution System
shall not energise the connection between any Customer of another
Authorised Electricity Operator connected to such Distribution
System if the Demand (Active Power) being supplied to such
Customer is being purchased by such Authorised Electricity
Operator pursuant to the Pooling and Settlement Agreement unless
such Authorised Electricity Operator has first completed the Use
of System Application (Suppliers) and has entered into a
Supplemental Agreement in the appropriate form with NGC and has
notified NGC of the details relevant to such Customer to be
notified to NGC pursuant to such Supplemental Agreement and (if
the Authorised Electricity Operator is not already a party to
this Agreement) has entered into an Accession Agreement with NGC
pursuant to Clause 13.
2.5.3 NGC shall notify the relevant owner or operator of the
Distribution System in writing as soon as the conditions set out
in Sub-Clause 2.5.1 and Sub-Clause 2.5.2 have been satisfied in
any particular case together with, if appropriate, a copy of
Appendix A of Supplemental Agreement Type 5. NGC undertakes to
each Party that, for so long as it is the case, NGC shall from
time to time forthwith upon receipt of any written request from
that Party to do so, confirm in writing to any person specified
in such request that that Party is a party to this Agreement and
any Supplemental Agreement specified in such request.
2.5.4 Each owner or operator of a Distribution System shall
Deenergise the connection equipment of any such User the subject
of Sub-Clause 2.5.1 or Customer the subject of Sub-Clause 2.5.2
as soon as reasonably practicable following the instruction of
NGC in accordance with the terms of this Agreement. NGC shall
reimburse such owner or operator any expense incurred in relation
to such act of Deenergisation, if any, and shall indemnify such
owner or operator against any liability, loss or damage suffered
by it as a result of such Deenergisation. Details of any
circumstances likely to lead to such a Deenergisation shall be
notified promptly by NGC to the said owner or operator. The
owner or operator of a Distribution System shall promptly notify
HGC when the connection equipment of any User or Customer the
subject of Sub-Clauses 2.5.1 or 2.5.2 is Deenergised or
Disconnected from its Distribution System or ceases to use its
Distribution System as the case may be following the instruction
of NGC in accordance with the terms of this Agreement.
2.6 Each and every Supplemental Agreement entered into by a User
and in force from time to time will constitute a separate
agreement governed by the terms of this Master Agreement and will
be read and construed accordingly. For the avoidance of doubt no
User shall enjoy any rights nor incur any obligations against any
other User pursuant to the terms of any Supplemental Agreement.
2.7 Each and every User connected to or using the NGC
Transmission System shall be a Pool Member except for Non-
Embedded Customers being supplied by a Pool Member.
ANCILLARY SERVICES
3.1 NGC and each User agree that any Ancillary Services
agreement in respect of any Ancillary Services to be provided by
the User at or from a Connection Site or New Connection Site or a
site where an Embedded User is connected to a Distribution System
shall be in a form to be agreed between them but based
substantially on the form set out in Exhibit 14.
INTERFACE AGREEMENT
4.1 NGC and each User undertake to enter into an Interface
Agreement with each other in a form to be agreed between them but
based substantially on the forms set out in Exhibits 15, 16 and
17 as appropriate in relation to Connection Site(s) and New
Connection Site(s) where Interface Agreement(s) is/are required
pursuant to the applicable Supplemental Agreement or otherwise.
NUCLEAR INSTALLATIONS
5.1 Save as provided in Sub-Clause 5.2 below notwithstanding
anything to the contrary contained in this Agreement (but subject
to the following proviso), in circumstances affecting a generator
of nuclear electricity (a "Nuclear Generator") in which:-
(a) a breach of any of the matters specified in Sub-Clause 5.4
below may be reasonably anticipated; and
(b) there is no defence (other than that provided for under this
Sub-Clause) available to the Nuclear Generator in respect of the
breach referred to in Sub-Clause 5.1(a);
the Nuclear Generator shall be entitled to take any action or
refrain from taking any action which is reasonably necessary in
order to avert the breach referred to in Sub-Clause 5.1(a) and
each and every provision of this Agreement shall be read and
construed subject to this Clause, Provided that the Nuclear
Generator shall:-
(i) make reasonable efforts to verify the factors that it takes
into account in its assessment of the circumstances and
anticipated breach referred to above; and
(ii) use its best endeavours to comply with the relevant
provision in a manner which will not cause the Nuclear Generator
to breach any of the matters specified in Sub-Clause 5.4 below.
5.2 Sub-Clauses 5.1 and 5.3 shall not apply in relation to the
provisions of SDCI, SDC2 and SDC3 of the Grid Code which will
apply with full force and effect notwithstanding the.occurrence
of the circumstances referred to in Sub-Clause 5.1(a) (including
those.provisions specified in Sub-Clause 5.4 which relate to
Safety of Personnel and Plant).
5.3 Save as provided in Sub-Clause 5.2 above notwithstanding
anything in this Agreement, the Nuclear Generator shall be
entitled upon giving reasonable notice to all affected Parties
to require any Party to take any reasonable and proper action
whatsoever to the extent necessary in order to comply with (or
avert an anticipated breach of) any of the matters specified in
Sub-Clause 5.4 below.
5.4 The matters referred to in Sub-Clauses 5.1 and 5.3 above are
any covenant, agreement, restriction, stipulation, instruction,
provision, condition or notice contained, or referred to, in a
licence for the time being in force, granted in accordance with
the Nuclear Installations Act 1965 (or legislation amending,
replacing or modifying the same) or any consent, or approval
issued, or to take effect from time to time, under such licence,
any emergency arrangements, operating rules or other matters from
time to time, under such licence, any emergency arrangements,
operating rules or other matters from time to time approved by
the relevant authority under, or pursuant to, any such
agreements, restrictions, stipulations, instructions, provisions,
conditions or notices.
5.5 The Nuclear Generator shall indemnify and keep indemnified
any Party for any loss, damage, costs and expenses incurred by
that Party as a consequence of any action of that Party pursuant
to Sub-Clause 5.3 (to the extent that the action was not required
by any licence or agreement binding on that Party).
5.6 Notwithstanding the fact that any action or inaction allowed
by Clause 5.1 above does not constitute a breach of this
Agreement or an Event of Default under Clause 17 below, the
Nuclear Generator shall be liable to the other Parties to this
Agreement for any loss, claims, costs, liabilities and expenses
arising from such action or inaction to the extent only that such
loss, claims, costs, liabilities and expenses (had it arisen as a
result of a breach of this Agreement) would not have been limited
or excluded under the provisions of Clause 15 below.
PRINCIPLES OF OWNERSHIP
6.1 Ownership - electrical boundaries
Subject to the Transfer Scheme or any contrary agreement in this
Agreement, any Supplemental Agreement or elsewhere the division
of ownership of Plant and Apparatus shall be at the electrical
boundary, such boundary to be determined in accordance with the
following principles:-
(i) in relation to Plant and Apparatus located between the NGC
Transmission System and a Power Station, the electrical boundary
is at the busbar clamp on the busbar side of the busbar isolators
on Generators and Power Station transformer circuits;
(ii) save as specified in Clause 6.1 (iii) below, in relation to
Plant and Apparatus located between the NGC Transmission System
and a Distribution System, the electrical boundary is at the
busbar clamp on the bus barside of the.Distribution System
voltage busbar selector isolator(s) of the NGC.Transmission
System circuit or, if a conventional busbar does not exist, an
equivalent isolator. If no isolator exists an agreed bolted
connection at or
adjacent to the tee point shall be deemed to be an isolator for
these purposes;
(iii) in relation to Plant and Apparatus located between the
NGC Transmission System and a Distribution System and owned by
NGC but designed for a voltage of 132KV or below, the electrical
boundary is at the busbar clamp on the bus bar side of the busbar
selector isolator on the Distribution System circuit or, if a
conventional busbar does not exist, an equivalent isolator. If no
isolator exists, an agreed bolted connection at or adjacent to
the tee point shall be deemed to be an isolator for these
purposes; and
(iv) in the case of a metal clad switchgear bay the electrical
boundary will be the equivalent of those specified in this Clause
6.1 save that:-
(a) for rack out switchgear, the electrical boundary will be at
the busbar shutters;
(b) for SF6 switchgear, the electrical boundary will be at the
gas zone separators on the busbar side of the busbar selection
devices.
6.2 If a User wants to use transformers of specialised design
for unusual load characteristics at the electrical boundary, NGC
shall own such transformers but the User shall pay NGC for the
proper and reasonable additional cost thereof as identified by
NGC in the Offer covering such transformers. In this Sub-Clause
6.2 "unusual load characteristics" means loads which have
characteristics which are significantly different from those of
the normal range of domestic, commercial and industrial loads
(including loads which vary considerably in duration or
magnitude).
6.3 For the avoidance of doubt nothing in this Clause 6 shall
effect any transfer of ownership in any Plant or Apparatus.
METERING
7.1 Each User consents to NGC having access to and copies of all
meter readings taken from Energy Metering Equipment pursuant to
the Pooling and Settlement Agreement in any Financial Year for
the purposes of calculating Connection Charges and Use of System
Charges due from Users or for the purpose of operating the NGC
Transmission System. Such access and copies shall be obtained
from the Settlement System Administrator appointed under the
Pooling and Settlement Agreement from time to time provided
always that if the Settlement System Administrator fails to
provide such access and copies at NGC's request the User shall
supply any such meter readings in the possession of the User
direct to NGC.
7.2 The relationship between the Parties hereto with respect to
Energy Metering Equipment shall be regulated by Part XV of the
Pooling and Settlement Agreement.
7.3 In respect of Operational Metering Equipment owned by one
Party and in respect of which access and rights to deal with such
Operational Metering Equipment are not set down in any other
document the Parties shall grant each other such access and other
rights as are reasonably necessary to enable them to perform
their obligations under this Agreement and the Grid Code upon
presentation of a suitable indemnity and the Parties shall take
such action as may be necessary to regularise the position
forthwith thereafter.
NGC OBLIGATIONS
8.1 NGC agrees with each User to make available, plan, develop,
operate and maintain the NGC Transmission System in accordance
with the NGC Transmission Licence and with the Grid Code subject
to any Derogations from time to time.
COMPLIANCE WITH THE GRID CODE/DISTRIBUTION CODE
9.1 Subject to Sub-Clause 9.3 each Party agrees with each other
Party to be bound by and to comply in all respects with the
provisions of the Grid Code in so far as applicable to that
Party.
9.2 Subject to Sub-Clause 9.3 each Party agrees with each other
Party to be bound by and to comply in all respects with the
provisions of the relevant Distribution Code(s) in so far as
applicable to that Party except as may be otherwise provided in
any agreement for connection to a Distribution System.
9.3 Neither NGC nor a User need comply with the Grid Code or any
relevant Distribution Code(s) to the extent (if any) that:-
(i) either the Director has issued directions relieving NGC or
that User from the obligation under its respective licence to
comply with the Licence Standards, the Grid Code or any relevant
Distribution Code(s) in respect of such parts of the Grid Code or
any relevant Distribution Code(s) respectively as may be
specified in those directions or to the extent that NGC and a
User which does not have a Licence under the Act can and have so
agreed in any Supplemental Agreement in relation to any
Connection Site or New Connection Site and/or Derogated Plant; or
(ii) (in the case of a User) the Grid Code relates to the
provision by that User of any Ancillary Services unless there is
an Ancillary Services Agreement in force between that User and
NGC for the payment by NGC for such Ancillary Services; or-
(iii) (in the case of NGC) the Grid Code imposes any
obligation on NGC to make.available Additional Scheduling Data
(as defined in the Grid Code) before 31st December 1990.
9.4 In this Sub-Clause 9.4 the following expressions shall bear
the following meanings:
"Required Standard"
in relation to an item of
Derogated Plant, the respective
standard required of that item
(which shall not exceed that
required by the Grid Code or
the Licence Standards, as the
case may be) as specified in or
pursuant to the relevant
Derogation;
"Back Stop Date''
in relation to an item of
Derogated Plant, the date by
which it is to attain its
Required Standard, as specified
in or pursuant to the relevant
Derogation
Each User undertakes to NGC and NGC undertakes to each User to
use all reasonable endeavours to carry out such works as are
necessary to ensure that each item of Derogated Plant owned or
operated by that User or NGC (as appropriate) is brought up to
the Required Standard applicable to it no later than the
Back-Stop Date applicable to it.
9.5 The terms and provisions of the Fuel Security Code shall
prevail to the extent that they are inconsistent with the Grid
Code or any Distribution Code and the Parties' obligations under
this Agreement shall be construed accordingly.
MODIFICATIONS
10.1 No Modification may be made by or on behalf of a User or NGC
otherwise than in accordance with the provisions of this Clause
10.
10.2 Modifications Proposed by Users
10.2.1 If a User wishes to make a Modification it shall
complete and submit to NGC a Modification Application and comply
with the terms thereof.
10.2.2 NGC shall make the Modification Offer to that User as
soon as practicable and (save where the Director consents to a
longer period) in any event not more than 3 months after receipt
by NGC of the Modification Application. The Modification Offer
shall include details of any variations NGC proposes to make to
the Supplemental Agreement which applies to the Connection Site
in question. During such period NGC and the User concerned shall
discuss in good faith the implications of the proposed
Modifications.
10.2.3 The Modification Offer shall remain open for acceptance
for 3 months from the date of its receipt by that User unless
either that User or NGC makes an application to the Director
under Condition 10C of the NGC Transmission Licence, in which
event the Modification Offer shall remain open for acceptance by
that User until the date 14 days after any determination by the
Director pursuant to such application.
10.2.4 If the Modification Offer is accepted by that User the
Supplemental Agreement relating to the Connection Site in
question shall be varied to reflect the terms of the Modification
Offer and the Modification shall proceed according to the terms
of the Supplemental Agreement as so varied.
10.3 Modifications proposed by NGC
10.3.1 If NGC wishes to make a Modification to the NGC
Transmission System, NGC shall complete and submit to each User a
Modification Notification and shall advise each User of any works
which NGC reasonably believes that User may have to carry out as
a result.
10.3.2 Any User which considers that it shall be required to
make a Modification (an "Affected User Modification") as a result
of the Modification proposed by NGC (an "Affected User") may as
soon as practicable after receipt of the Modification
Notification and (save where the Director consents to a longer
period) within the period stated therein (which shall be
sufficient to enable the User to assess the implications of the
proposed Modification and in any event shall not be less than 3
months) may make an application to the Director under Condition
10C of the Transmission Licence.
10.3.3 As soon as practicable after the receipt of the
Modification Notification or, if an application to the Director
has been made, the determination by the Director, and in any
event within two months thereof, each Affected User shall
complete and submit a Modification Application to NGC and comply
with the terms thereof. No fee shall be payable by any User to
NGC in respect of any such Modification Application.
10.3.4 Once a Modification Application has been made by a User
pursuant to Sub-Clause 10.3.2 the provisions of Sub-Clauses
10.2.2, 10.2.3 and 10.2.4 shall thereafter apply.
10.4 To the extent that the provisions of the Nuclear Site
Licence Provisions Agreement (being an agreement dated 30th March
1990 between NGC and Nuclear Electric plc and described as such)
relate to Modifications (either by a User or by NGC) as (and only
as) between the parties to such agreement they shall prevail over
the provisions of this Clause 10 to the extent that they are
inconsistent.
NEW CONNECTION SITES
11.1 If a User wishes to connect a New Connection Site it shall
complete and submit to NGCa Connection Application and comply
with the terms thereof.
11.2 Without prejudice to Condition 10B4 of the NGC Transmission
Licence NGC shall make a Connection Offer to that User as soon as
practicable after receipt of the Connection Application and (save
where the Director consents to a longer period) in any event not
more than 3 months after receipt by NGC of the Connection
Application.
11.3 The Connection Offer shall remain open for acceptance for 3
months from its receipt by that User unless either that User or
NGC makes an application to the Director under Condition 10C of
the NGC Transmission Licence, in which event the Connection Offer
shall remain open for acceptance until the date 14 days after any
determination by The Director pursuant to such application.
11.4 If the Connection Offer is accepted by that User the
connection shall proceed according to the terms of the
Supplemental Agreement entered into consequent upon acceptance of
the Offer.
GENERAL PROVISIONS CONCERNING MODIFICATIONS AND NEW CONNECTION SITES
12.1 Subject to the payment of its Reasonable Charges, if any, as
provided for in this sub-clause NGC undertakes to each User to
provide all advice and assistance reasonably requested by that
User to enable that User adequately to assess the implications
(including the feasibility) of making a Modification to the
User's Equipment or the User's System (whether such Modification
is to be made at the request of NGC or of the User) or of
constructing a New Connection Site (including adequately
assessing the feasibility of making any Connection Application or
considering the terms of any Connection Offer). If the proposed
Modification by the User is or may be required as a result of a
Modification proposed by NGC then NGC shall provide such advice
and assistance free of charge. If the proposed Modification is or
may be proposed by the User or if the advice and assistance is in
respect of a New Connection Site NGC may charge the User
Reasonable Charges for such advice and assistance. The provision
of such advice and assistance shall be subject to any
confidentiality obligations binding on NGC and that User.
12.2 When giving such advice and assistance NGC shall comply with
Good Industry Practice.
12.3 NGC shall have no obligation to compensate any User (the
"First User") for the cost or expense of any Modification
required to be made by any User as a result of any NGC
Modification under Sub-Clause 10.3.1. Where such NGC Modification
is made as a result of the construction of a New Connection Site
or a Modification for another User(the "Other User"), the Other
User shall compensate the First User for the reasonable and
proper cost and expense of any Modifications required to be made
by the First User as a result of that NGC Modification. Such
compensation shall be paid to the First User by the Other User
within thirty days of production to the Other User of a receipted
invoice (together with a detailed breakdown of such reasonable
costs and expenses) for the expenditure which has been incurred
by the First User.
12.4 Modification Offers and Connection Offers conditional upon
other Modification Offers and Connection Offers
If at the time of making any Offer or Modification Offer or
Connection Offer to a User ("the Second Offer") there is an
outstanding Modification Offer(s) or Connection Offer(s) to
another User(s) ("the First Offer") which if accepted would
affect the terms of the Second Offer NGC shall at the time of
making the Second Offer
(i) inform the recipient(s) of both the First Offer(s) and
Second Offer(s) in writing that there is another Offer
outstanding which might affect them; and
(ii) be entitled to make the First Offer(s) and Second Offer(s)
conditional upon other outstanding Offers not having been or
being accepted; and
(iii) be entitled to vary the terms of either Offer if the
other Offer is accepted first on the same procedures as those set
out in Clauses 10.2.2 to 10.2.4 or 11.2 to 11.4 inclusive as the
case may be.
ADDITIONAL PARTIES
13.1 The Parties shall admit as an additional party to this
Master Agreement any person who accepts a Connection Offer from
NGC or any new Embedded User (the "New Party") and who is not at
the time already a Party. Such admission shall take effect by way
of Accession Agreement prepared by NGC at the expense and cost of
the New Party and to be executed by NGC for itself and on behalf
of all other Parties. Upon execution of the Accession Agreement
by NGC and the New Party and subject to the terms and conditions
of that Accession Agreement, the New Party shall become a Party
for all purposes of this Agreement.
13.2 Each Party hereby authorises and instructs NGC to sign any
such Accession Agreement on its behalf and undertakes not to
withdraw, qualify or revoke any such authority or instruction at
any time.
13.3 NGC shall promptly notify all Parties in writing that the
New Party has become a Party.
PAYMENT
14.1 NGC will invoice Users for Connection Charges and/or Use of
System Charges due under each Supplemental Agreement in the
following manner:-
(i) in the case of recurrent monthly charges other than the
Energy related charges identified in Appendix D to the relevant
Supplemental Agreement NGC shall despatch an invoice on or before
the 15th day of the month for the charges due in relation to that
month;
(ii) in the case of the Energy related recurrent monthly charges
identified in Appendix D to the relevant Supplemental Agreement
NGC shall despatch an invoice on or before the 1st day of a month
covering the charges due in relation to the period expiring on
the 15th day of the preceding month and commencing on the 16th
day of the month before that;
(iii) unless otherwise specified in this Agreement where
charges are payable other than monthly NGC shall despatch an
invoice not less than 30 days prior to the due date for payment
specified in the relevant Appendix to the Supplemental Agreement.
14.2 Payment
Users shall pay NGC Connection Charges and/or Use of System
Charges due under each Supplemental Agreement in the following
manner:-
(i) in the case of recurrent monthly charges on the 15th day of
the month in which NGC's invoice therefor was despatched (if
despatched on the first day of that month) or, in all other
cases, on the 15th day of the month following the month in which
NGC's invoice therefor was despatched unless, in any such case,
the said date is not a Business Day in which case payment shall
be made on the next Business Day;
(ii) unless otherwise specified in this Agreement where charges
are payable other than monthly within 30 days of the date of
NGC's invoice therefor.
14.3 All payments hereunder shall be made by the variable direct
debit method or such other form of bankers automated payment as
shall be approved by NGC to the account number, bank and branch
specified by NGC in Schedule I or in the case of sums payable to
a User the account number, bank and branch of the User set out in
Schedule I (or such other account and/or bank as NGC or a User
may from time to time notifying writing to the other).
14.4 If any Party fails to pay on the due date any amount
properly due under this Agreement such Party shall pay to the
Party to whom such amount is due interest on such overdue amount
from and including the date of-such failure to (but excluding)
the date of actual payment (as well after as before judgement) at
the rate of 4% over Barclays Bank PLC base rate for the time
being and from time to time. Interest shall accrue from day to
day.
14.5 All sums payable by one Party to the other pursuant to this
Agreement whether of charges, interest or otherwise shall (except
to the extent otherwise required by law) be paid in full, free
and clear of and without deduction set off or deferment in
respect of sums the subject of any disputes or claims whatsoever
save for sums the subject of a final award or judgement (after
exhaustion of all appeals if this opportunity is taken) or which
by agreement between NGC and those Parties may be so deducted or
set-off.
14.6 All amounts specified hereunder or under any Supplemental
Agreement shall be exclusive of any Value Added Tax or other
similar tax.
14.7 If upon the request of any User the Director determines that
the NGC Connection Charges and/or Use of System Charges payable
by that User (including any variations thereof) have not been
calculated strictly in accordance with the terms of the
statements prepared for the purposes of Condition 10 of the NGC
Transmission Licence (setting out the basis upon which the
charges for use of system and for connection to the NGC
Transmission System will be made) NGC shall pay to such User an
amount in respect of each charging period equal to the amount (if
any) by which the User has been overcharged as a result, together
with interest thereon from the date upon which such charges were
paid until the date of payment of such interest. Such interest
shall accrue from day to day at the rate specified in Sub-Clause
14.4.
LIMITATION OF LIABILITY
15.1 Subject to Sub-Clauses 15.5, 2.5.4 and 5.5 and any
liquidated damages provisions of any Supplemental Agreement and
the payment adjustment provisions of the relevant Ancillary
Services Agreement and save where any provision of this Agreement
provides for an indemnity each Party agrees and acknowledges that
no Party (the "Party Liable") nor any of its officers, employees
or agents shall be liable to any of the other Parties for loss
arising from any breach of this Agreement other than for loss
directly resulting from such breach and which at the date hereof
was reasonably foreseeable as not unlikely to occur in the
ordinary course of events from such breach in respect of:-
15.1.1 physical damage to the property of any of the other
Parties, or its or their respective officers, employees or
agents; and/or
15.1.2 the liability of any such other Party to any other person
for loss in respect of physical damage to the property of any
other person.
15.2 Nothing in this Agreement shall exclude or limit the
liability of the Party Liable for death or personal injury
resulting from the negligence of the Party Liable or any of its
officers, employees or agents and the Party Liable shall
indemnify and keep indemnified each of the other Parties, its
officers, employees or agents, from and against all such and any
loss or liability which any such other Party may suffer or incur
by reason of any claim on account of death or personal injury
resulting from the negligence of the Party Liable or any of its
officers, employees or agents.
15.3 Subject to Sub-Clauses 15.5, 2.5.4 and 5.5 and any
liquidated damages provision of any Supplemental Agreement and
save where any provision of this Agreement provides for an
indemnity, neither the Party Liable nor any of its officers,
employees or agents shall in any circumstances whatsoever be
liable to any of the other Parties for:-
15.3.1 any loss of profit, loss of revenue, loss of use, loss
of contract or loss of goodwill; or
15.3.2 any indirect or consequential loss; or
15.3.3 loss resulting from the liability of any other Party to
any other person howsoever and whensoever arising save as
provided in Sub-Clauses 15.1.2 and 15.2.
15.4 The rights and remedies provided by this Agreement to the
Parties are exclusive and not cumulative and exclude and are in
place of all substantive (but not procedural) rights or remedies
express or implied and provided by common law or statute in
respect of the subject matter of this Agreement, including
without limitation any rights any Party may possess in tort which
shall include actions brought in negligence and/or nuisance.
Accordingly, each of the Parties hereby waives to the fullest
extent possible all such rights and remedies provided by common
law or statute, and releases a Party which is liable to another
(or others), its officers, employees and agents to the same
extent from all duties, liabilities, responsibilities or
obligations provided by common law or statute in respect of the
matters dealt with in this Agreement and undertakes not to
enforce any of the same except as expressly provided herein.
15.5 Save as otherwise expressly provided in this Agreement, this
Clause 15 insofar as it excludes or limits liability shall
override any other provision in this Agreement provided that
nothing in this Clause 15 shall exclude or restrict or otherwise
prejudice or affect any of:-
15.5.1 the rights, powers, duties and obligations of any Party
which are conferred or created by the Act, the Licence or the
Regulations; or
15.5.2 the rights, powers, duties and obligations of the
Director or the Secretary of State under the Act, any Licence or
otherwise howsoever.
15.6 Each of the Sub-Clauses of this Clause 15 shall:-
15.6.1 be construed as a separate and severable contract term,
and if one or more of such Sub-Clauses is held to be invalid,
unlawful or otherwise unenforceable the other or others of such
Sub-Clauses shall remain in full force and effect and shall
continue to bind the Parties; and
15.6.2 survive termination of this Agreement.
15.7 Each Party acknowledges and agrees that each of the other
Parties holds the benefit of Sub-Clauses 15.1 and 15.2 and 15.3
above for itself and as trustee and agent for its officers,
employees and agents.
15.8 Each Party acknowledges and agrees that the provisions of
this Clause 15 have been the subject of discussion and
negotiation and are fair and reasonable having regard to the
circumstances as at the date hereof.
15.9 For the avoidance of doubt, nothing in this Clause 15 shall
prevent or restrict any Party enforcing any obligation (including
suing for a debt) owed to it under or pursuant to this Agreement.
DURATION AND TERMINATION
16.1 This Agreement shall continue in relation to each User until
terminated in accordance with this Clause 16 or pursuant to
Clause 17.
16.2 A User shall automatically cease to be a Party to this
Agreement upon termination of all Supplemental Agreements entered
into by that User.
16.3 Termination or expiry of a particular Supplemental Agreement
shall not, of itself, cause the relevant User to cease to be a
Party to this Agreement.
16.4 Termination or a person ceasing to be a Party to this
Agreement shall not affect any rights or obligations of any Party
which may have accrued to the date of termination or expiry and
shall not affect any continuing obligations of any Party under
this Agreement.
16.5 Following termination of this Agreement Clause 19 shall
remain in full force and effect.
EVENTS OF DEFAULT/DEENERGISATION
17.1 It shall be an event of default if:-
(i) a User shall fail to pay (other than by inadvertent error in
funds transmission which is discovered by NGC, notified to that
User and corrected within 2 Business Days thereafter) any amount
properly due or owing from that User to NGC pursuant to this
Agreement and such failure continues unremedied for 7 Business
Days after the due date for payment; or
(ii) in respect of a User:-
(a) an order of the High Court is made or an effective
resolution passed for its insolvent winding up or dissolution; or
(b) a receiver (which expression shall include an administrative
receiver within the meaning of Section 29 Insolvency Act 1986) of
the whole or any material part of its assets or undertaking is
disappointed; or
(c) an administration order under Section 8 of the Insolvency
Act 1986 is made or if a voluntary arrangement is proposed under
Section I of that Act; or
(d) a User enters into any scheme of arrangement (other than for
the purpose of reconstruction or amalgamation upon terms and
within such period as may previously have been approved in
writing by the Director); or
(e) any of the events referred to in (a) to (d) above has
occurred and is continuing and a User is unable to pay its debts
(within the meaning of Section 123(1) or (2) of the Insolvency
Act 1986 save that such sections shall have effect as if for o750
there was inserted o250,000 and a User shall not be deemed to be
unable to pay its debts if any demand for payment is being
contested in good faith by that User with recourse to all
appropriate measures and procedures)
and in any such case within 28 days of his appointment the
liquidator, receiver, administrative receiver, administrator,
nominee or other similar officer has not provided to NGC a
guarantee of future performance by the User of this Agreement and
all Supplemental Agreements to which the User is a party in such
form and amount as NGC may reasonably require
17.2 Provided that at the time the failure specified in
Sub-Clause 17.1(i) is still continuing or the circumstances
referred to in Sub-Clause 17.1 (ii) still exist NGC may having
given 48 hours notice of an event of default Deenergise all of
the User's Equipment which is the subject of a Supplemental
Agreement with that User or may as appropriate instruct the
operator of a Distribution System to Deenergise such User's
Equipment provided that prior to Deenergisation the User may
refer the matter to the Disputes Resolution Procedure.
17.3 If notice is given to a User in accordance with Clause
60.1.3 or 60.2.2 of Part XVII of the Pooling and Settlement
Agreement and that User shall fail to take such action as is
referred to in Clause 60.4.1 of Part XVII of the Pooling and
Settlement Agreement within 48 hours after the date of any such
notice referred to therein, NGC may Deenergise the User's
Equipment.
17.4 If the event of default under Sub-Clause 17.2 or 17.3 is
still continuing six months after the later of Deenergisation and
the conclusion of the Disputes Resolution Procedure in favour of
NGC, NGC may Disconnect all that User's Equipment at each
Connection Site where that User's Equipment is connected and:-
(i) NGC and that User shall remove any of the User's Equipment
and NGC Assets on the other Party's land within 6 months or such
longer period as may be agreed between the Parties concerned;
(ii) that the User shall pay to NGC forthwith all Termination
Amounts; and
(iii) that the User shall cease to be a Party to this Agreement.
TRANSFER AND SUBCONTRACTING
18.1 The rights, powers, duties and obligations of a User under
this Agreement or Any Supplemental Agreement are personal to that
User and that User may not assign or transfer the benefit or
burden of this Agreement save in the following circumstances:-
(i) upon the disposal by that User of the whole of its business
or undertaking it shall have the right to transfer its rights and
obligations under this Agreement and all relevant Supplemental
Agreements to the purchaser thereof on condition that the
purchaser if not already a User enters into an Accession
Agreement with NGC under Clause 13 and confirms to NGC in writing
either that all of the technical or related conditions, data,
information, operational issues or other matters specified in or
pursuant to the relevant Supplemental Agreement(s) or Grid Code
by the User seeking the transfer will remain unchanged or, if any
such matters are to be changed, the purchaser first notifies NGC
in writing of such changes which NGC will consider promptly and
in any event within 28 days of receiving notice of such change
and until such consideration is complete the transfer shall not
be effective. If having considered such changes NGC in its
reasonable opinion does not consider the proposed changes
reasonably satisfactory to NGC it shall consult with the User
seeking to undertake such transfer and pending the outcome
thereof to NGC's reasonable satisfaction the transfer shall not
be effective provided always that the User may refer any dispute
to the Disputes Resolution Procedure. Such transfer shall become
effective once the changes are reasonably satisfactory to NGC or
have been determined to be so under the Disputes Resolution
Procedure;
(ii) upon the disposal by a User of part of its business
undertaking comprising User's Equipment at one or more Connection
Sites that User shall have the right to transfer its rights and
obligations under all relevant Supplemental Agreements to the
purchaser thereof on condition that the purchaser (if not already
a User) enters into an Accession Agreement with NGC under Clause
13 and confirms to NGC in writing either that all of the
technical or related conditions, data, information, operational
issues or other matters specified in or pursuant to the relevant
Supplemental Agreement(s) or Grid Code by the User seeking the
transfer will remain unchanged or, if any such matters are to be
changed, the purchaser first notifies NGC in writing of such
changes which NGC will consider promptly and in any event within
28 days of receiving notice of such change and until such
consideration is complete the assignment shall not be effective.
If having considered such changes NGC in its reasonable opinion
does not consider the proposed changes reasonably satisfactory to
NGC it shall consult with the User seeking to undertake such
transfer and pending the outcome thereof to NGC's reasonable
satisfaction the transfer shall not be effective provided always
that the User may refer any dispute to the Disputes Resolution
Procedure. Such transfer shall become effective once the changes
are reasonably satisfactory to NGC or have been determined to be
so under the Disputes Resolution Procedure:
(iii) a User may assign or charge its benefit under this
Agreement and any Supplemental Agreements in whole or in part by
way of security.
18.2 Each Party shall have the right to sub-contract or delegate
the performance of any of its obligations or duties arising under
this Agreement or any Supplemental Agreement including activities
envisaged by the Grid Code without the prior consent of any other
Party. The sub-contracting by a Party of the performance of any
obligations or duties under this Agreement or any Supplemental
Agreement or of any activities envisaged by the Grid Code shall
not relieve that Party from liability for performance of such
obligation or duty.
CONFIDENTIALITY Confidentiality for NGC and its subsidiaries
19.1 NGC and its subsidiaries in each of their capacities in this
Agreement shall secure that Protected Information is not:-
19.1.1 divulged by Business Personnel to any person unless
that person is an Authorised Recipient;
19.1.2 used by Business Personnel for the purposes of
obtaining for NGC or any of its subsidiaries or for any other
person:-
(a) any electricity licence; or
(b) any right to purchase or otherwise acquire, or to distribute
electricity (including rights under any electricity purchase
contract, as defined in the NGC Transmission Licence); or
(c) any contract or arrangement for the supply of electricity to
Customers or Suppliers; or
(d) any contract for the use of any electrical lines or
electrical plant belonging to or under the control of a Supplier;
or
(e) control of any body corporate which, whether directly or
indirectly, has the benefit of any such licence, contract or
arrangement; and
19.1.3 used by Business Personnel for the purpose of carrying
on any activities other than Permitted Activities except with the
prior consent in writing of the Party to whose affairs such
Protected Information relates.
19.2 Nothing in Sub-Clause 19.1 shall apply:-
19.2.1 to any Protected Information which, before it is
furnished to Business Personnel, is in the public domain; or
19.2.2 to any Protected Information which, after it is
furnished to Business Personnel: -
(a) is acquired by NGC or any subsidiary of NGC in circumstances
in which Sub-Clause 19.1 does not apply; or
(b) is acquired by NGC or any subsidiary of NGC in circumstances
in which Sub-Clause 19.1 does apply and thereafter ceases to be
subject to the restrictions imposed by such Sub-Clause; or
(c) enters the public domain, and in any such case otherwise
than as a result of a breach by NGC or any subsidiary of NGC of
its obligations in Sub-Clause 19.1, or a breach by the person who
disclosed the Protected Information of that person's
confidentiality obligation and NGC or any of its subsidiaries is
aware of such breach; or
19.2.3 to the disclosure of any Protected Information to any
person if NGC or any subsidiary of NGC is required or expressly
permitted to make such disclosure to such person:-
(a) in compliance with the duties of NGC or any subsidiary under
the Act or any other requirement of a Competent Authority; or
(b) in compliance with the conditions of the Transmission
Licence or any document referred to in the Transmission Licence
with which NGC or any subsidiary of NGC is required by virtue of
the Act or the NGC Transmission Licence to comply; or
(c) in compliance with any other requirement of law; or
(d) in response to a requirement of any stock exchange or
regulatory authority or the Panel on Take-overs and Mergers; or
(e) pursuant to the Arbitration Rules for the Electricity Supply
Industry Arbitration Association or pursuant to any judicial or
other arbitral process or tribunal having jurisdiction in
relation to NGC or any of its Subsidiaries; or
(f) in compliance with the requirements of Section 35 of the Act
and with the provisions of the Fuel Security Code; or
19.2.4 to any Protected Information to the extent that NGC or
any of its subsidiaries is expressly permitted or required to
disclose that information under the terms of any agreement or
arrangement (including this Agreement, the Grid Code, the
Distribution Codes and the Fuel Security Code) with the Party to
whose affairs such Protected Information relates.
19.3 NGC and each of its subsidiaries may use all and any
information or data supplied to or acquired by it, from or in
relation to the other Parties in performing Permitted Activities
including for the following purposes:-
19.3.1 the operation and planning of the NGC Transmission
System;
19.3.2 the calculation of charges and preparation of offers of
terms for connection to or use of the NGC Transmission System;
19.3.3 the operation and planning of the Ancillary Services
Business and the calculation of charges therefor;
19.3.4 the operation of the Settlements Business;
19.3.5 the provision of information under the British Grid
Systems Agreement and the EdF Documents;
and may pass the same to subsidiaries of NGC which carry out such
activities and the Parties hereto agree to provide all
information to NGC and its subsidiaries for such purposes.
19.4 NGC undertakes to each of the other Parties that, having
regard to the activities in which any Business Person is engaged
and the nature and effective life of the Protected {information
divulged to him by virtue of such activities, neither NGC nor any
of its subsidiaries shall unreasonably continue (taking into
account any industrial relations concerns reasonably held by it)
to divulge Protected Information or permit Protected Information
to be divulged by any subsidiary of NGC to any Business Person:-
19.4.1 who has notified NGC or the relevant subsidiary of his
intention to become engaged as an employee or agent of any other
person (other than of NGC or any subsidiary thereof) who is:-
(a) authorised by licence or exemption to generate, transmit or
supply electricity; or
(b) an electricity broker or is known to be engaged in the
writing of electricity purchase contracts (as defined in the NGC
Transmission Licence); or
(c) known to be retained as a consultant to any such person who
is referred to in (a) or (b) above; or
19.4.2 who is to be transferred to the Generation Business, save
where NGC or such subsidiary could not, in all the circumstances,
reasonably be expected to refrain from divulging to such Business
Person Protected Information which is required for the proper
performance of his duties.
19.5 Without prejudice to the other provision of this Clause 19
NGC shall procure that any additional copies made of the
Protected Information whether in hard copy or computerised form,
will clearly identify the Protected Information as protected.
19.6 NGC undertakes to use all reasonable endeavours to procure
that no employee is a Corporate Functions Person unless the same
is necessary for the proper performance of this duties.
19.7 Without prejudice to Clause 19.3, NGC and each of its
subsidiaries may use and pass to each other all and any Period
Metered Demand data supplied to or acquired by it and all any
information and data supplied to it pursuant to Section OC6 of
the Grid Code for the purposes of Demand Control (as defined in
the Grid Code), but in each case only for the purposes of its
estimation and calculation from time to time of the variable
"system maximum ACS demand" (as defined in Condition 4 of the NGC
Transmission Licence).
19.8 NGC shall secure that Protected Information which is subject
to the provisions of Clause
19.1 and which relates to the cost of Reactive Power provided by
each individual Generator is not divulged to any Business Person
engaged in the provision of static compensation for use by the
Grid Operator (as defined in the Pooling and Settlement
Agreement).
19.9 Any information regarding, or data acquired by the
Settlement System Administrator or its agent from Energy Metering
Equipment at Sites which are a point of connection to a
Distribution System shall and may be passed by the Settlement
System Administrator or his agent to the operator of the relevant
Distribution System. The said operator of the relevant
Distribution System may only use the same for the purposes of the
operation of such Distribution System and the calculation of
charges for use of and connection to the Distribution System.
Confidentiality other than for NGC and its subsidiaries
19.10 Each User hereby undertakes with each other User and
with NGC and its subsidiaries that it shall preserve the
confidentiality of, and not directly or indirectly reveal,
report, publish, disclose or transfer or use for its own purposes
Confidential Information except in the circumstances set out in
Sub-Clause 19.11 or to the extent otherwise expressly permitted
by this Agreement or with the prior consent in writing of the
Party to whose affairs such Confidential Information relates.
19.11 The circumstances referred to in Sub-Clause 19.10 are:-
19.11.1 where the Confidential Information, before it is
furnished to the User, is in the public domain; or
19.11.2 where the Confidential Information, after it is
furnished to the User:-
(a) is acquired by the User in circumstances in which Sub-Clause
19.10 does not apply; or
(b) is acquired by the User in circumstances in which Sub-Clause
19.10 does apply and thereafter ceases to be subject to the
restrictions imposed by Sub-Clause 19.10; or
(c) enters the public domain, and in any such case otherwise
than as a result of a breach by the User of its obligations in
Sub-Clause 19.10 or a breach by the person who is disclosed that
Confidential Information of that person's confidentiality
obligation and the User is aware of such breach; or
19.11.3 if the User is required or permitted to make disclosure
of the Confidential Information to any person:-
(a) in compliance with the duties of the User under the Act or
any other requirement of a Competent Authority; or
(b) in compliance with the conditions of any Licence or any
document referred to in any Licence with which the User is
required to comply; or
(c) in compliance with any other requirement of law; or
(d) in response to a requirement of any stock exchange or
regulatory authority or the Panel on Take-overs and Mergers; or
(e) pursuant to the arbitration Rules for the Electricity Supply
Industry Arbitration Association or pursuant to any judicial or
other arbitral process or tribunal having jurisdiction in
relation to the User, or
19.11.4 where Confidential Information is furnished by the User
to the employees, directors, agents, consultants and professional
advisors of the User, in each case on the basis set out in
Sub-Clause 19.12.
19.12 With effect from the date of this Agreement the User
shall adopt procedures within its organisation for ensuring the
confidentiality of all Confidential Information which it is
obliged to preserve as confidential under Clause 19.10. These
procedures are:-
19.12.1 the Confidential Information will be disseminated
within the User only on a "need to know" basis;
19.12.2 employees, directors, agents, consultants and
professional advisers of the User in receipt of Confidential
Information will be made fully aware of the User's obligations of
confidence in relation thereto; and
19. 12.3 any copies of the Confidential Information, whether in
hard copy or computerised form, will clearly identify the
Confidential Information as confidential.
19.13 For the avoidance of doubt, data and other information
which any Party is permitted or obliged to divulge or publish to
any other Party pursuant to this Agreement shall not necessarily
be regarded as being in the public domain by reason of being so
divulged or published.
19.14 Notwithstanding any other provision of this Agreement,
the provisions of this Clause 19 shall continue to bind a person
after its cessation as a Party for whatever reason.
20. INTELLECTUAL PROPERTY
All Intellectual Property relating to the subject matter of this
Agreement conceived, originated, devised, developed or created by
a Party, its officers, employees, agents or consultants during
the currency of this Agreement or any Supplemental Agreement
shall vest in such Party as sole beneficial owner thereof save
where the Parties agree in writing otherwise.
21. FORCE MAJEURE
If any Part of (the "Non-Performing Party") shall be unable to
carry out any of its obligations under this Agreement due to a
circumstance of Force Majeure this Master Agreement and the
relevant Supplemental Agreement shall remain in effect but:-
(a) the Non-Performing Party's relevant obligations;
(b) the obligations of each of the other Parties owed to the
Non-Performing Party under this Agreement and/or the relevant
Supplemental Agreement as the case may be; and
(c) any other obligations of such other Parties under this
Agreement owed between themselves which the relevant Party is
unable to carry out directly as a result of the suspension of the
Non-Performing Party's obligations shall be suspended for a
period equal to the circumstance of Force Majeure provided that:
(i) the suspension of performance is of no greater scope and of
no longer duration than is required by the Force Majeure;
(ii) no obligations of any Party that arose before the Force
Majeure causing the suspension of performance are excused as a
result of the Force Majeure;
(iii) the Non-Performing Party gives the other Parties prompt
notice describing the circumstance of Force Majeure, including
the nature of the occurrence and its expected duration, and
continues to furnish regular reports with respect thereto during
the period of Force Majeure;
(ivi) the Non-Performing Party uses all reasonable efforts to
remedy its inability to perform; and
(v) as soon as practicable after the event which constitutes
Force Majeure the Parties shall discuss how best to continue
their operations so far as possible in accordance with this
Agreement, any Supplemental Agreement and the Grid Code.
22. Waiver
No delay by or omission of any Party in exercising any right,
power, privilege or remedy under this Master Agreement or any
Supplemental Agreement or the Grid Code shall operate to impair
such right, power, privilege or remedy or be construed as a
waiver thereof. Any single or partial exercise of any such right,
power, privilege or remedy shall not preclude any other or future
exercise thereof or the exercise of any other right, power,
privilege or remedy.
NOTICES
23.1 Save as otherwise expressly provided in this Agreement, any
notice or other communication to be given by one Party to another
under, or in connection with the matters contemplated by, this
Agreement shall be addressed to the recipient and sent to the
address, telex number or facsimile number of such other Party set
out in Schedule 1 to this Agreement for the purpose and marked
for the attention of the company secretary or to such other
address, telex number and/or facsimile number and/or marked for
such other attention as such other Party may from time to time
specify by notice given in accordance with this Clause 23 to the
Party giving the relevant notice or other communication to it.
23.2 Save as otherwise expressly provided in this Agreement, any
notice or other communication to be given by any Party to any
other Party under, or in connection with the matters contemplated
by, this Agreement shall be in writing and shall be given by
letter delivered by hand or sent by first class prepaid post
(airmail if overseas) or telex or facsimile, and shall be deemed
to have been received:
23.2.1 in the case of delivery by hand, when delivered; or
23.2.2 in the case of first class prepaid post, on the second
day following the day of posting or (if sent airmail from
overseas) on the fifth day following the day of posting; or
23.2.3 in the case of telex, on the transmission of the
automatic answer-back of the address (where such transmission
occurs before 1700 hours on the day of transmission) and in any
other case on the day following the day of.transmission; or
23.2.4 in the case of facsimile, on acknowledgement by the
addressee's facsimile receiving equipment (where such
acknowledgement occurs before 1700 hours on the day of
acknowledgement) and in any other case on the day following the
day of acknowledgement.
24. COUNTERPARTS.
This Agreement and any Supplemental Agreement may be executed in
any number of counterparts and by the different Parties on
separate counterparts, each of which when executed and delivered
shall constitute an original, but all the counterparts shall
together constitute but one and the same instrument.
25. VARIATIONS.
25.1 No variations to this Master Agreement shall be effective
unless made in writing and signed by or on behalf of all the
Parties. The Parties shall effect any amendment required to be
made to this Master Agreement by the Director as a result of a
change in the Transmission Licence or an order or direction made
pursuant to the Act or a Licence or as a result of settling the
terms of any Supplemental Agreement and each Party hereby
authorises and instructs NGC to make any such amendment on its
behalf and undertakes not to withdraw, qualify or revoke such
authority or instruction at any time.
25.2 NGC and each User acknowledges that, because there has been
insufficient time to discuss and agree the details of the
Appendices to each Supplemental Agreement, those details may be
inaccurate. Accordingly,
(a) each User and NGC undertake to discuss in good faith the
correct identification of the details of each part of Appendix F
of each Supplemental Agreement entered into between NGC and the
User with a view to amending the same as necessary to reflect the
correct position. To the extent that agreement on the correct
position cannot be reached within 12 months after the date of
that Supplemental Agreement the matter shall be referred to
arbitration for determination in accordance with Clause 26 of
this Agreement and such details shall be amended accordingly
following such agreement or determination (as the case may be);
and
(b) during the Financial Year ending 31st March 1991 each User
and NGC undertake to discuss in good faith the correct
identification of the details of each part of Appendix A to D of
each Supplemental Agreement entered into between NGC and the
User. In relation to Appendix A of each Supplemental Agreement,
NGC undertakes to establish a new asset register, specifying all
Plant and Apparatus owned by NGC which is necessary to connect
each User's Equipment to the NGC Transmission System at each
Connection Site, during the course of the Financial Year ending
31 st March 1991 in accordance with paragraph 2.2 of Appendix E
to such Supplemental Agreement. Such new asset register shall,
provided that NGC has complied with such paragraph 2.2, take
effect from Ist April 1991. Following the establishment of such
new asset register, each such Appendix A and any provisions of
the relevant Supplemental Agreement which refer to it shall, to
the extent appropriate, be amended accordingly.
2.6 DISPUTE RESOLUTION
26.1 Save where expressly stated in this Agreement to the
contrary and subject to any contrary provision of the Act, any
Licence, or the Regulations, or the rights, powers, duties and
obligations of the Director or the Secretary of State under the
Act, any Licence or otherwise howsoever, any dispute or
difference of whatever nature howsoever arising under out of or
in connection with this Agreement between any one or more Parties
hereto shall be and is hereby referred to arbitration pursuant to
the arbitration rules of the Electricity Supply Industry
Arbitration Association in force from time to time.
26.2 Whatever the nationality, residence or domicile of any Party
to this Agreement and wherever the dispute or difference or any
part thereof arose the law of England shall be the proper law of
any reference to arbitration hereunder and in particular (but not
so as to derogate from the generality of the foregoing) the
provisions of the Arbitration Acts 1950 (notwithstanding anything
in section 34 thereof) to 1979 shall apply to any such
arbitration wherever the same or any part of it shall be
conducted.
26.3 Subject always to Sub-Clause 26.6 below, if any tariff
customer (as defined in Section 22(4) of the Electricity Act
1989) brings any legal proceedings in any court (as defined in
the Rules of the Supreme Court 1965 and in the County Courts Act
1984) against one
or more persons, any of which is a Party to this Agreement (the
"Defendant Party"), and the Defendant Party, and the Defendant
Party wishes to make a Third Party Claim (as defined in
Sub-Clause 26.5 below) against any other Party to this Agreement
("the Other Party") which would but for this Sub-Clause have been
a dispute or difference referred to arbitration by virtue of
Sub-Clause 26.1 above then, notwithstanding the provisions of
Sub-Clause 26.1 above which shall not apply and in lieu of
arbitration, the court in which the legal proceedings have been
commenced shall hear and completely determine and adjudicate upon
the legal proceedings and the Third Party Claim not only between
the tariff customer and the Defendant Party but also between
either or both of them and any Other Party whether by way of
third party proceedings (pursuant to the Rules of the Supreme
Court 1965 or the County Court Rules 1981) or otherwise as may be
ordered by the court.
26.4 Where a Defendant Party makes a Third Party Claim against
any Other Party and such Other Party wishes to make a Third Party
Claim against a further Party the provisions of Sub-Clause 26.3
above shall apply mutatis mutandis as if such Party had been the
Defendant Party and similarly in relation to any such further
Party.
26.5 For the purposes of this Clause 26 "Third Party Claim" shall
mean:-
(a) any claim by a Defendant Party against any other Party
(whether or not already a party to the legal proceedings) for any
contribution or indemnity, or
(b) any claim by a Defendant Party against such an Other Party
for any relief or remedy relating to or connected with the
subject matter of the legal proceedings and substantially the
same as some relief or remedy claimed by the tariff customer, or
(c) any requirement by a Defendant Party that any question or
issue relating to.or connected with the subject matter of the
legal proceedings should be determined not only as between the
tariff customer and the Defendant Party but also as between
either or both of them and an Other Party (whether or not already
a party to the legal proceedings).
26.6 Sub-Clause 26.3 above shall apply only if at the time the
legal proceedings are commenced no arbitration has been commenced
between the Defendant Party and an Other Party raising or
involving the same or substantially the same issues as would be
raised by or involved in the Third Party Claim. The tribunal in
any arbitration which has been commenced prior to the
commencement of legal proceedings shall determine the question,
in the event of dispute, whether the issues raised or involved
are the same or substantially the same.
27. JURISDICTION
27.1 Subject and without prejudice to Clause 26 and to Sub-Clause
27.4 below, all the Parties irrevocably agree that the courts of
England are to have exclusive jurisdiction to settle any disputes
which may arise out of or in connection with this Agreement
including the Grid Code and any Supplemental Agreement and that
accordingly any suit, action or proceeding (together in this
Clause 27 referred to as "Proceedings") arising out of or in
connection with this Agreement and any Supplemental Agreement may
be brought in such courts.
27.2 Each Party irrevocably waives any objection which it may
have now or hereafter to the laying of the venue of any
Proceedings in any such court as is referred to in this Clause.27
and any claim that any such Proceedings have been brought in an
inconvenient forum.and further irrevocably agrees that judgement
in any Proceedings brought in the English.courts shall be
conclusive and binding upon such Party and may enforced in the
courts.of any other jurisdiction.
27.3 Each Party which is not incorporated in any part of England
and Wales agrees that if.it does not have, or shall cease to
have, a place of business in England and Wales it will.promptly
appoint, and shall at all times maintain, a person in England and
Wales.irrevocably to accept service of process on its behalf in
any Proceedings in England.
27.4 For the avoidance of doubt nothing contained in Sub-Clauses
27.1 to 27.3 above shall be taken as permitting a Party to
commence Proceedings in the courts where this Agreement otherwise
provides for Proceedings to be referred to arbitration.
28. GOVERNING LAW.
This Agreement and each Supplemental Agreement shall be governed
by and construed in all respects in accordance with English law.
29. SEVERANCE OF TERMS
If any provision of this Agreement or any Supplemental Agreement
is or becomes or is declared invalid, unenforceable or illegal by
the courts of any competent jurisdiction to which it is subject
or by order of any other Competent Authority such invalidity,
unenforceability or illegality shall not prejudice or affect the
remaining provisions of this Agreement or any Supplemental
Agreement which shall continue in full force and effect
notwithstanding such invalidity, unenforceability or illegality.
30. LANGUAGE
Each notice, instrument, certificate or other document to be
given by one Party to another under this Agreement shall be in
the English language.
IN WITNESS WHEREOF the hands of the duly authorised
representatives of the Parties the date first above written
THE NATIONAL GRID COMPANY PLC
BY E. CHEFNEUX
E. Chefneux
NATIONAL POWER PLC
BY A. SWANSON
A. Swanson
POWERGEN PLC
BY D.J. JACKSON
D.J. Jackson
NUCLEAR ELECTRIC PLC
BY R. MELVILLE
R. Melville
THE NATIONAL GRID COMPANY PLC
(PUMPED STORAGE DIVISION)
BY E. CHEFNEUX
E. Chefneux
BRITISH NUCLEAR FUELS PLC
BY J.J.R. RYCROFT
J.J.R. Rycroft
UNITED KINGDOM ATOMIC ENERGY
AUTHORITY
BY R. PECKOVER
R. Peckover
CENTRAL POWER LTD
BY R.D. MURRAY
R.D. Murray
EASTERN ELECTRICITY PLC
BY W.G. WATSON
W.G. Watson
EAST MIDLANDS ELECTRICITY PLC
BY P.J. CHAMP
P.J. Champ
LONDON ELECTRICITY PLC
BY C.L. MYERS
C.L. Myers
MANWEB PLC
BY C.W. LEONARD
C.W. Leonard
MIDLANDS ELECTRICITY PLC
BY R.D. MYURRAY
R.D. Myurray
NORTHERN ELECTRIC PLC
BY J.A. HARMSWORTH
J.A. Harmsworth
NORWEB PLC
BY A. CROWDER
A. Crowder
SEEBOARD PLC
BY S.M. WIDE
S.M. Wide
SOUTHERN ELECTRIC PLC
BY J. HART
J. Hart
SOUTH WALES ELECTRICITY PLC
BY J.W. EVANS
J.W. Evans
SOUTH WESTERN ELECTRICITY PLC
BY M.J. CARSON
M.J. Carson
YORKSHIRE ELECTRICITY GROUP PLC
BY A.W.J. COLEMAN
A.W.J. Coleman
SCHEDULE l
NGC/USERS
NAME NOTICES
BANK DETAILS
(and registered
number)
(and registered
office)
(address as registered office
unless otherwise)
stated)
(telex
number)
(fax number)
THE NATIONAL GRID COMPANY PLC TELEX 25815 2366977 FAX 01-620 8547
National Grid House
Sumner Street,
London SE I 9JU
NATIONAL POWER PLC TELEX: 883141 2366963 FAX: 01-634 5811
Sudbury House
15 Newgate Street
London EC1A 7AU
POWERGEN PLC TELEX: 881 1400 2366970 FAX: 01-826 2890
53 New Broad Street,
London EC2M 1JJ
NUCLEAR ELECTRIC PLC TELEX: 883141 2264251 FAX: 01-634 7282
Barnett Way
Sudbury House
Barnwood 15 Newgate Street
Gloucester GL4 7RS London EC1A 7AU
THE NATIONAL GRID COMPANY PLC
(PUMPED STORAGE DIVISION)
(details as above)
BRITISH NUCLEAR FUELS PLC TELEX: 627581 1002607 FAX 0925 822711
Warrington Road
Risley
Warrington
Cheshire WA3 6AS
UNITED KINGDOM ATOMIC ENERGY TELEX: 22565
AUTHORITY FAX: 01 930 8403
11 Charles II Street,
AEA Technology
London SW1Y 4QP
Winfrith
Dorchester
Dorset DT2 8DH
CENTRAL POWER LIMITED TELEX: 338 092 2251099 FAX: 021 423 1907
Mucklow Hill
Halesowen
West Midlands B62 8BP
EASTERN ELECTRICITY PLC TELEX: 98123 2366906 FAX: 0473-601036
P O Box 40
Wherstead
Ipswich IP9 2AQ
EAST MIDLANDS ELECTRICITY PLC TELEX: 37424 2366923 FAX: 0602 209789
P O Box 4
North P D O
398 Coppice Road
Arnold
Nottingham NG5 7HX
LONDON ELECTRICITY PLC TELEX: 885342 2366852 FAX: 01-242 2815
Templar House
81-87 High Holborn
London WC1V 6NU
MANWEB PLC TELEX: 61277 2366937 FAX: 0244 377269
Sealand Road
Chester CH1 4LR
MIDLANDS ELECTRICITY PLC TELEX: 338092 2366928 FAX: 021 422331
Mucklow Hill
Halesowen
West Midlands B62 8BP
NORTHERN ELECTRIC PLC TELEX: 53324 2366942 FAX: 091 235 2109
Carliol House
Newcastle-Upon-
Tyne NE99 1SE
NORWEB PLC TELEX: 6695971 2366949 FAX: 061 875 7360
Talbot Road
Manchester M16 0HQ
SEEBOARD PLC TELEX: 87230 2366867 FAX: 0273 21705
Grand Avenue
Hove
East Sussex BN3 2LS
SOUTHERN ELECTRIC PLC TELEX: 848282 2366879 FAX: 0628 827124
Littlewick Green
Maindenhead
Berks. SL6 3QB
SOUTH WALES ELECTRICITY PLC TELEX: 498331 2366985 FAX: 0222 777759
St Mellons
Cardiff CF3 9XW
SOUTH WESTERN ELECTRICITY PLC TELEX: 2366894 FAX: 0454 616369
800 Park Avenue
Aztec West
Almondsbury
Avon BS12 4SE
YORKSHIRE ELECTRICITY TELEX: 55128 GROUP PLC
FAX: 0532 892123
2366995
Scarcroft
Leeds LS14 3HS
SCHEDULE 2
DEFINITIONS
"Accession Agreement" an agreement in or substantially
in the form set out in Schedule
3.
"The Act" the Electricity Act 1989.
"Active Power" the product of voltage and the
in phase component of
alternating current measured in
units of watts and standard
multiples thereof i.e. 1000
watts = 1kW 1000 kW = 1MW 1000
MW, IGW 1000 GW, 1TW.
"Affiliate" in relation to NGC means any
holding company or subsidiary of
NGC or any subsidiary of a
holding company of NGC, in each
case within the meaning of
Sections 736, 736A and 736B of
the Companies Act 1985 as
substituted by Section 144 of
the Companies Act 1989 and if
that section is not in force at
the date of this Agreement as if
such latter section were in
force at such date.
"Agency Business" any business of NGC or any
Affiliate or Related Undertaking
in the purchase or other
acquisition or sale or other
disposal of electricity as agent
for any other Authorised
Electricity Operator.
"This Agreement" this Agreement including the
Schedules and any Supplemental
Agreements and the Appendices
thereto as the same may be
amended, extended, supplemented,
novated or modified in
accordance with the terms hereof
from time to time provided that
each Supplemental Agreement
shall constitute an agreement
separate from each other
Supplemental Agreement.
"Agreed Ancillary Services" Commercial Ancillary Services
and Part 2 System Ancillary
Services.
"Ancillary Service" a System Ancillary Service
and/or a Commercial Ancillary
Service as the case may be.
"Ancillary Services Business" the business of NGC or any
Affiliate or Related Undertaking
as operator of NGC's
Transmission System in the
acquisition and/or sale (other
than as part of the Generation
Business) of Ancillary Services.
"Annual Average Cold Spell (ACS) Conditions"
a particular combination of
weather elements which gives
rise to a level of peak Demand
within an NGC Financial Year
which has a 50% chance of being
exceeded as a result of weather
variation alone.
"Apparatus" all equipment in which
electrical conductors are used,
supported or of which they may
form a part.
"Authorised Electricity Operator"
any person (other than NGC in
its capacity as operator of the
NGC Transmission System) who is
authorised to generate, transmit
or supply electricity and for
the purposes of Condition 10A to
10C inclusive of the
Transmission Licence shall
include any person who has made
application to be so authorised
which application has not been
refused and any person
transferring electricity to or
from England and Wales across an
interconnector or who has made
application for use of
interconnector which has not
been refused.
"Authorised Recipient" in relation to any Protected
Information, means any Business
Person who, before the Protected
Information had been divulged to
him by NGC or any Subsidiary of
NGC, had been informed of the
nature and effect of Sub-Clause
19.1 of the Master Agreement and
who requires access to such
Protected Information for the
proper performance of his duties
as a Business Person in the
course of Permitted Activities.
"Black Start Capability" as defined in the Grid Code.
"Business Day" any week day other than a
Saturday on which banks are open
for domestic business in the
City of London.
"Business Person" any person who is a Main
Business Person or a Corporate
Functions Person and Business
Personnel shall be construed
accordingly.
"Central Despatch" the process of Scheduling and
issuing direct instructions by
NGC referred to in paragraph 1
of Condition 7 of the
Transmission Licence.
"Charging Rules" the provisions of Appendix E to
the Supplemental Agreements.
"Commercial Ancillary Services'"
Ancillary Services, other than
System Ancillary Services
utilised by NGC in operating the
Total System if a User has
agreed to provide them under a
Supplemental Agreement with
payment being dealt with under
an Ancillary Services Agreement
or in the case of Externally
Interconnected Parties or
External Pool Members (as
defined in the Grid Code) under
any other agreement. A
nonexhaustive list of commercial
Ancillary Services is set out
below:
Frequency Control by means of a
Pumped Storage Unit Spinning in
Air
Frequency Control by means of
adjustment to a Pumped Storage
Unit Pumping Programme
Frequency Control by means of
Demand reduction
Reactive Power supplied by means
of synchronous or static
compensators
Hot Standby
In addition, there is also the
Ancillary Service of cancelled
start which arises as part of
the ordinary operational
instruction of Generating Units
and therefore needs no separate
capability description. Defined
terms used in this definition
are defined in the Grid Code.
"Commissioned" in respect of Plant and
Apparatus commissioned before
the Transfer Date means Plant
and Apparatus recognised as
having been commissioned
according to the commissioning
procedures current at the time
of commissioning and in respect
of Plant and Apparatus
commissioned after the Transfer
Date means Plant and/or
Apparatus certified by the
Independent Engineer as having
been commissioned in accordance
with the relevant Commissioning
Programme.
"Competent Authority" the Secretary of State, the
Director and any local or
national agency, authority,
department, inspectorate,
minister, ministry, official or
public or statutory person
(whether autonomous or not) of,
or of the government of, the
United Kingdom or the European
Community.
"Confidential Information" all data and other information
supplied to a User by another
Party under the provisions of
this Agreement.
"Connection Application" an application for a New
Connection Site in the form or
substantially in the form set
out in Exhibit 7.
"Connection Charges" charges made or levied or to be
made or levied for the carrying
out (whether before or after the
date on which the NGC
Transmission Licence comes into
force) of works and provision
and installation of electrical
plant, electric lines and
ancillary meters in constructing
entry and exit points on NGC's
Transmission System, together
with charges in respect of
maintenance and repair of such
items in so far as not otherwise
recoverable as Use of System
Charges, all as more fully
described in the Transmission
Licence, whether or not such
charges are annualised.
"Connection Conditions" or "CC" that portion of the Grid Code
which is identified as the
Connection Conditions.
"Connection Offer" an offer for a New Connection
Site in the form or
substantially in the form set
out in Exhibit 8 including any
revision or extension of such
offer.
"Connection Site" each location more particularly
described in the relevant
Supplemental Agreement at which
a User's Equipment and the NGC
Assets required to connect that
User to the NGC Transmission
System are situated. If two or
more Users own or operate Plant
and Apparatus which is connected
at any particular location that
location shall constitute two
(or the appropriate number of)
Connection Sites.
"Connection Site Demand Capability"
the capability of a Connection
Site to take power to the
maximum level forecast by the
User from time to time and
forming part of the Forecast
Data supplied to NGC pursuant to
the Grid Code together with such
margin as NGC shall in its
reasonable opinion consider
necessary having regard to NGC's
duties under its Transmission
Licence.
"Control Telephony" as defined in the Grid Code.
"Corporate Functions Person" any person who is:
(a) a director of NGC; or
(b) an employee of NGC or any
of its Subsidiaries
carrying out any
administrative, finance or
other corporate services of
any kind which in part
relate to the Main
Business; or
(c) engaged as an agent of or
adviser to or performs work
in relation to or services
for the Main Business.
''Customer" A person to whom electrical
power is provided (whether or
not he is the provider of such
electrical power) other than
power to meet Station Demand of
that person.
"Data Registration Code" or "DRC"
the portion of the Grid Code
which is identified as the Data
Registration Code is identified
as the Data Registration Code.
"Decommission" cessation of use by a User of
that User's Equipment at any
given Connection Site for a
continuous period exceeding 12
months pursuant to the relevant
Supplemental Agreement.
"Deenergisation" or "Deenergise(d)"
the movement of any isolator,
breaker or switch or the removal
of any fuse whereby no
Electricity can flow to or from
the relevant System through the
User's Equipment.
"Demand" the demand of MW and MVAr of
electricity (i.e both Active
Power and Reactive Power)
,unless otherwise stated.
"Derogation" a direction issued by the
Director relieving a Party from
the obligation under its Licence
to comply with such parts of the
Grid Code or any Distribution
Code or in the case of NGC the
Transmission Licence as may be
specified in such direction and
"Derogated" shall be construed
accordingly.
"Derogated Plant" shall mean Plant or Apparatus
which is the subject of a
Derogation.
"Despatch" the issue by NGC of instructions
for Generating Plant to achieve
specific Active Power and
Reactive Power Levels or target
voltage levels within Generation
Scheduling and Despatch
Parameters and by stated times.
"Detailed Planning Data" detailed additional data which
NGC requires under the PC in
support of Standard Planning
Data.
"Directive" includes any present or future
directive, requirement,
instruction, direction or rule
of any Competent Authority, (but
only, if not having the force of
law, if compliance with the
Directive is in accordance with
the general practice of persons
to whom the Directive is
addressed) and includes any
modification, extension or
replacement thereof then in
force
"Director" the Director General of
Electricity Supply appointed for
the time being pursuant to
Section 1 of the Act.
"Disconnection" permanent physical disconnection
of a User's Equipment at any
given Connection Site which
permits removal thereof from the
Connection Site or removal of
all NGC's Assets therefrom (as
the case may be).
"Disputes Resolution Procedure" arbitration pursuant to the
arbitration rules of the
Electricity Supply Industry
Arbitration Association in force
from time to time.
"Distribution Code(s)" the Distribution Code(s) drawn
up by Public Electricity
Suppliers pursuant to the terms
of their respective Licences) as
from time to time revised in
accordance with those Licences.
"Distribution System" the system consisting (wholly or
mainly) of electric lines owned
or operated by any Authorised
Electricity Operator and used
for the distribution of
electricity from Grid Supply
Points or generation sets or
other entry points to the point
of delivery to Customers or
Authorised Electricity
Operators, and includes any
Remote Transmission Assets
operated by such Authorised
Electricity Operator and any
electrical plant and meters
owned or operated by the
Authorised Electricity Operator
in connection with the
distribution of electricity, but
shall not include any part of
NGC's Transmission System.
"Earthing" as defined in the Grid Code.
"the EdF Documents" as defined in the Pooling and
Settlement Agreement.
"Electricity" Active Energy and Reactive
Energy (in each case as defined
in the Pooling and Settlement
Agreement.
"Embedded" a direct connection to a
Distribution System or the
System of any other User to
which Customers and/or Power
Stations are connected.
"Energisation" or "Energise(d)" the movement of any isolator,
breaker or switch or the
insertion of any fuse so as to
enable Energy to flow from and
to the relevant System through
the User's Equipment.
"Energy" the electrical energy produced,
flowing or supplied by an
electric circuit during a time
interval, being the integral
with respect to time of the
power, measured in units of
watt-hours or standard multiples
thereof i.e.
1000 Wh = 1kWh
1000 kWh = 1MWh
1000 Mwh = 1GWh
1000 Gwh = 1TWh.
"Energy Metering Equipment" has the meaning given to the
phrase "Metering Equipment" in
the Pooling and Settlement
Agreement.
"Energy Metering System" has the meaning given to the
phrase "Metering System" in the
Pooling and Settlement
Agreement.
"Estimated Demand" the forecast Demand (Active
Power) data filed with NGC
pursuant to paragraph 1.2 of the
Charging Rules.
"Executive Committee" the committee established
pursuant to Clause 14.1 of the
Pooling and Settlement
Agreement.
"Financial Year" the period of 12 months ending
on 31st March in each calendar
year.
"FMS Date" has the meaning given in the
Pooling and Settlement
Agreement.
"Force Majeure" in relation to any Party any
event or circumstance which is
beyond the reasonable control of
such Party and which results in
or causes the failure of that
Party to perform any of its
obligations under this Agreement
including act of God, strike,
lockout or other industrial
disturbance, act of the public
enemy, war declared or
undeclared, threat of war,
terrorist act, blockade,
revolution, riot, insurrection,
civil commotion, public
demonstration, sabotage, act of
vandalism, lightning, fire,
storm, flood, earthquake,
accumulation of snow or ice,
lack of water arising from
weather or environmental
problems, explosion, fault or
failure of Plant and Apparatus
(which could not have been
prevented by Good Industry
Practice), governmental
restraint, Act of Parliament,
other legislation, bye law and
Directive (not being any order,
regulation or direction under
Section 32, 33, 34 and 35 of the
Act) provided that lack of funds
shall not be interpreted as a
cause beyond the reasonable
control of that Party.
"Fuel Security Code" the document of that title
designated as such by the
Secretary of State as from time
to time amended.
"Generation Business" the authorised business of NGC
or any Affiliate or Related
Undertaking in the generation of
electricity or the provision of
Ancillary Services, in each case
from pumped storage and from the
Kielder hydro electric
generating station.
"Generation Licence" the licence granted to a
Generator pursuant to Section
6(1)(a) of the Act.
"Generating Plant" a Power Station subject to
Central Despatch.
"Generating Unit" unless otherwise provided in the
Grid Code any Apparatus which
produces electricity.
"Generator" a person who generates
electricity under licence or
exemption under the Act.
"Good Industry Practice" in relation to any undertaking
and any circumstances, the
exercise of that degree of
skill, diligence, prudence and
foresight which would reasonably
and ordinarily be expected from
a skilled and experienced
operator engaged in the same
type of undertaking under the
same or similar circumstances.
"Grid Code" the Grid Code drawn up pursuant
to the Transmission Licence, as
from time to time revised in
accordance with the Transmission
Licence.
"Grid Supply Point" a point of delivery from the NGC
Transmission System to a
Distribution System or a Non-
Embedded Customer.
"Gross Asset Value" the value calculated by NGC in
accordance with recognised
accounting principles and
procedures as published by NGC
from time to time.
"High Voltage" a voltage exceeding 650 volts.
"Independent Generating Plant" a Power Station not subject to
Central Despatch.
"Intellectual Property" patents, trade marks, service
marks, rights in designs, trade
names, copyrights and topography
rights (whether or not any of
the same are registered and
including applications for
registration of any of the same)
and rights under licences and
consents in relation to any of
the same and all rights or forms
of protection of a similar
nature or having equivalent or
similar effect to any of the
same which may subsist anywhere
in the world.
"Interconnectors" the electric lines and
electrical plant and meters
owned or operated by NGC solely
for the transfer of electricity
to or from the NGC Transmission
System into or out of England
and Wales.
"Interconnectors Business" the business of NGC or any
Affiliate or Related Undertaking
in the operation of any
interconnector.
"Isolation" as defined in the Grid Code.
"Licence" any licence granted pursuant to
Section 6 of the Act.
"Licence Standards" the standards to be met by NGC
under Condition 12 of the
Transmission Licence.
"Local Safety Instructions" as defined in the Grid Code.
"Main Business" any business of NGC or any of
its Subsidiaries as at the
Transfer Date or which it is
required to carry on under the
Transmission Licence, other than
the Generation Business.
"Main Business Person" any employee of NGC or any
director or employee of its
Subsidiaries who is engaged
solely in the Main Business and
"Main Business Personnel" shall
be construed accordingly.
"Master Agreement" the Agreement to which this is
Schedule 2, excluding any
Supplemental Agreements.
"Material Effect" an effect causing a Party to
effect any works or to alter the
manner of operation of its Plant
and/or Apparatus at the
Connection Site or the site of
connection which in either case
involves that Party in
expenditure of more than
o10,000.
"Maximum Export Capacity" the maximum amount of power to
be passed into the NGC
Transmission System at the
Connection Site as notified by
the User to NGC as part of the
Registered Data from time to
time.
"Minor Independent Generating Plant"
Any Independent Generating Plant
with a Registered Capacity of
less than 50 MW.
"Modification" any actual or proposed
replacement, renovation,
modification, alteration, or
construction by or on behalf of
a User or NGC to either that
Party's Plant or Apparatus or
the manner of its operation
which has or may have a Material
Effect on another Party at a
particular Connection Site.
"Modification Application" an application in the form or
substantially in the form set
out in Exhibit 11.
"Modification Notification" a notification in the form or
substantially in the form set
out in Exhibit 13.
"Modification Offer" an offer in the form or
substantially in the form set
out in Exhibit 12, including any
revision or extension of such
offer.
"Natural Demand" the Demand (Active Power) which
is necessary to meet the needs
of Customers excluding that
Demand (Active Power) met by
Embedded Generating Units which
is to be paid for otherwise than
pursuant to the Pooling and
Settlement Agreement.
"Net Asset Value" the Gross Asset Value of the NGC
Asset in question less
depreciation over the
Replacement Period calculated in
accordance with recognised
accounting principles and
procedures.
"New Connection Site" a proposed Connection Site in
relation to which there is no
Supplemental Agreement in force
between the Parties.
"NGC Assets" the Plant and Apparatus owned by
NGC necessary to connect the
User's Equipment to the NGC
Transmission System at any
particular Connection Site in
respect of which NGC charges
Connection Charges (if any) as
listed or identified in Appendix
A to the Supplemental Agreement
relating to each such Connection
Site.
"NGC Engineering Charges" Reasonable Charges for time
spent by NGC engineers and other
staff in relation to NGC
Transmission System development
and related services as
published from time to time by
NGC.
"NGC Transmission System" the system consisting (wholly or
mainly) of high voltage electric
lines owned or operated by NGC
and used for the transmission of
electricity from one Power
Station to a substation or to
another Power Station or between
substations or to or from any
External Interconnection and
includes any Plant and Apparatus
and meters owned or operated by
NGC in connection with the
transmission of electricity but
does not include any Remote
Transmission Assets.
"Non-embedded Customer" a Customer except for a PES
receiving electricity direct
from the NGC Transmission System
irrespective of from whom it is
supplied.
"Operating Code" or "OC" the portion of the Grid Code
which is identified as the
Operating Code.
"Operation Diagrams" as defined in the Grid Code.
"Operational" in relation to a Connection Site
means that the same has been
Commissioned (which for the
avoidance of doubt does not
necessarily include
commissioning of Generating
Units connected at the
Connection Site) and that the
User can use such User's
Equipment to undertake those
acts and things capable of being
undertaken by Pool Members.
"Operational Effect" any effect on the operation of
any System which causes that
System to operate (or be at a
materially increased risk of
operating) differently to the
way in which it would have
normally operated in the absence
of that effect.
"Operational Intertripping" the automatic tripping of
circuit breakers to prevent
abnormal system conditions
occurring, such as over voltage,
overload, system instability
etc. after the tripping of other
circuit breakers following power
system fault(s) which includes
System to Generating Plant and
System to Demand intertripping
schemes.
"Operational Metering Equipment"
meters, instrument transformers
(both voltage and current),
transducers, metering protection
equipment including alarms
circuitry and their associated
outstations as may be necessary
for the purpose of CC.6.5.5 of
the Grid Code and the
corresponding provision of the
relevant Distribution Code.
"Operator" has the meaning defined in the
Pooling and Settlement
Agreement.
"Part 1 System Ancillary Services"
Ancillary Services which are
required for System reasons and
which must be provided by Users
in accordance with the
Connection Conditions. An
exhaustive list of Part 1 System
Ancillary Services is included
in the Grid Code (in that part
of CC8.1 headed Part 1) namely:
Reactive Power supplied
otherwise than by means of
synchronous or static
compensators
Frequency Control by means of
Frequency Sensitive Generation.
"Part 2 System Ancillary Services"
Ancillary Services which are
required for System reasons and
which must be provided by a User
if the User has agreed to
provide them under a
Supplemental Agreement. A
nonexhaustive list of Part 2
System Ancillary Services is
included in the Grid Code (in
that part of CC8.1 headed Part
2) namely:-
Frequency Control by means of
Gas Turbine Unit Fast Start.
Frequency Control by means of
Pumped Storage Unit Fast Start.
Black Start Capability.
"Party" each person for the time being
and from time to time party to
the Master Agreement and any
successor(s) in title to, or
permitted assign(s) of, such
person;
"Payment Date" a date for payment of NGC
Connection Charges and/or Use of
System Charges, determined in
accordance with Sub-Clause 14.2
of the Master Agreement.
"Permitted Activities" activities carried on for the
purposes of the Main Business.
"PES Supply Business Demand" the Demand (Active Power) of any
PES which is attributable to
each Grid Supply Point.
"Planning Code or PC" that portion of the Grid Code
which is identified as the
Planning Code.
"Plant" fixed and moveable items used in
the generation and/or supply
and/or transmission of
electricity other than
Apparatus.
"Pool Member" any person who is admitted to
membership in accordance with
the Pooling and Settlement
Agreement.
"Pooling and Settlement Agreement"
the agreement of that title for
the time being approved (or to
be approved) by the Secretary of
State or by the Director as from
time to time amended and, where
the context so permits, includes
the agreement known as the
Initial Settlement Agreement of
even date with the above
agreement, and made between the
parties to the above agreement
as at such date.
"Power Station" An installation comprising one
or more Generating Units (even
where sited separately) owned
and/or controlled by the same
Generator, which may reasonably
be considered as being managed
as one Power Station.
"Protected Information" any information relating to the
affairs of a Party which is
furnished to Business Personnel
pursuant to this Agreement or
pursuant to a direction under
section 34 of the Act or
pursuant to the provisions of
the Fuel Security Code unless,
prior to such information being
furnished, such Party has
informed the recipient thereof
by notice in writing or by
endorsement on such information,
that the said information is not
to be regarded as Protected
Information.
"Public Electricity Supplier or "PES"
a holder of a Public Electricity
Supply Licence.
"Public Electricity Supply Licence"
a licence issued under Section
6(1)(c) of the Act.
"Reasonable Charges" reasonable cost reflective
charges comparable to charges
for similar services obtainable
in the open market.
"Registered Capacity" the normal full load capacity of
a Generating Unit as declared by
the Generator, less the MW
consumed by the Generating Unit
through the Generating Unit's
unit transformer when producing
the same.
"Registered Data" those items of Standard Planning
Data and Detailed Planning Data
which upon connection become
fixed (subject to any subsequent
changes).
"Registrant" has the meaning defined in the
Pooling and Settlement
Agreement.
"Regulations"" the Electricity Supply
Regulations 1988 or any
amendment or reenactment
thereof.
"Related Undertaking" in relation to NGC means any
undertaking in which NGC has a
participating interest as
defined by Section 260(1 ) of
the Companies Act 1985 as
substituted by Section 22 of the
Companies Act 1989 and if that
latter section is not in force
at the date of this Agreement as
if such latter section were in
force at such date.
"Remote Transmission Assets" any Plant and Apparatus or
meters owned by NGC which (a)
are embedded in a Distribution
System or a User System and
which are not directly connected
by Plant and/or Apparatus owned
by NGC to a substation owned by
NGC and (b) are by agreement
between NGC and such PES or User
under the direction and control
of such PES or User.
"Replacement Period" in relation to an NGC Asset, the
period commencing on the date on
which such NGC Asset is or was
originally Commissioned, after
which it is assumed for
accounting purposes such NGC
Asset will need to be replaced,
which shall be 40 years unless
otherwise agreed between the
Parties to a supplemental
Agreement and recorded in the
relevant Supplemental Agreement.
"Safety Coordinator(s)" a person or persons nominated by
NGC and each User to be
responsible for the coordination
of Safety Precautions (as
defined in the Grid Code) at
each Connection Point when work
and/or testing is to be carried
out on a system which
necessitates the provision of
Safety Precautions on HV
Apparatus, pursuant to OC8.
"Safety Rules" the rules of NGC or a User that
seek to ensure that persons
working on Plant and/or
Apparatus to which the rules
apply are safeguarded from
hazards arising from the System.
"Scheduling" the process of compiling and
issuing a Generation Schedule
(as that expression is defined
in the Grid Code) as set out in
SDC1.
"SDC or Scheduling and Despatch Code"
that portion of the Grid Code
which specifies the Scheduling
and Despatch process.
"Second Tier Supplier" or "STS" a holder of a Second Tier
Supply
Licence.
"Second Tier Supply Licence" a licence granted under Section
6(2)(a) of the Act.
"Separate Business" each of the Transmission,
Settlements, Generation,
Interconnectors and Ancillary
Services Businesses taken
separately from one another and
from any other business of NGC,
but so that where all or any
part of such business is carried
out by an Affiliate or Related
Undertaking of NGC such part of
the business as is carried out
by that Affiliate or Related
Undertaking shall be
consolidated with any other such
business of NGC (and of any
other Affiliate or Related
Undertaking) so as to form a
single Separate Business.
"Settlements Business" means the business of NGC or any
Affiliate or Related Undertaking
as settlement system
administrator under the Pooling
and Settlement Agreement.
"Site Common Drawings" as defined in the Grid Code.
"Site Responsibility Schedule" a schedule containing the
information and prepared on the
basis of the provisions set out
in Appendix 1 of the CC.
"Small Independent Generating Plant"
any Independent Generating Plant
with a Registered Capacity of 50
MW or more.
"Station Demand" in respect of any generating
station and Generator, means
that consumption of electricity
(excluding any supply to any
Customer of the relevant
Generator who is neither such
Generator nor a member of a
qualifying group of which such
Generator is a part) from the
NGC Transmission System or a
Distribution System at premises
on the same site as such
generating station, with
premises being treated as on the
same site as each other if they
are: (i) the same premises; (ii)
immediately adjoining each
other; or (iii) separated from
each other only by road, railway
or watercourse or by other
premises (other than a pipeline,
electric line or similar
structure) occupied by the
consumer in question or by any
other person who together with
that consumer forms a qualifying
group; and for the purpose of
this definition "generating
station" and "qualifying group"
shall have the meanings given
those expressions when used in
the Electricity (Class
Exemptions from the Requirement
for a Licence) Order 1990.
"STS Demand" the Demand (Active Power) of any
STS which is attributable to
each Grid Supply Point.
"Supplemental Agreement" has the meaning set out in
Clause 2 of the Master Agreement
"Supplier" a Public Electricity Supplier or
Second Tier Supplier.
"System" any User System or the NGC
Transmission System as the case
may be.
"Termination Amount" in relation to a Connection
Site, the amount calculated in
accordance with paragraph 4 of
the Charging Rules.
"Total System" the NGC Transmission System and
all User Systems in England and
Wales.
"Transfer Date" 2400 hours on 30th March 1990.
"Transfer Scheme" the transfer scheme made by
Central Electricity Generating
Board established under Section
66 of the Act or by the
Secretary of State under Section
69 of the Act.
"Transmission Business" the authorised business of NGC
or any Affiliate or Related
Undertaking in the planning,
development, construction and
maintenance of the NGC
Transmission System (whether or
not pursuant to directions of
the Secretary of State made
under Section 34 or 35 of the
Act) and the operation of such
system for the transmission of
electricity, including any
business in providing
connections to the NGC
Transmission System but shall
not include (i) any other
Separate Business or (ii) any
other business (not being a
Separate Business) of NGC or any
Affiliate or Related Undertaking
in the provision of services to
or on behalf of any one or more
persons.
"Transmission Licence" the licence granted to NGC under
Section 6(1)(b) of the Act.
"Undertaking" bears the meaning ascribed to
that expression by Section 259
of the Companies Act 1985 as
substituted by Section 22 of the
Companies Act 1989 and if that
latter section is not in force
at that date of this Agreement
as if such latter section were
in force at such date.
"Use of System" use of NGC's Transmission System
for the transport of electricity
by any Authorised Electricity
Operator.
"Use of System Application" an application for a
Supplemental Agreement Type 5 or
Type 6 in the form or
substantially in the form set
out in Exhibit 9 or 10 as
appropriate.
"Use of System Charges" charges made or levied or to be
made or levied by NGC for the
provision of services as part of
the Transmission Business to any
Authorised Electricity Operator
as more fully described at
paragraph 2 of Condition 10 and
paragraph 2 of Schedule 3 to the
Transmission Licence and in the
Supplemental Agreements but
shall not include Connection
Charges.
"User's Licence" a User's licence to carry on its
business granted pursuant to
Section 6 of the Act.
"User's Equipment" the Plant and Apparatus owned by
a User (ascertained in the
absence of agreement to the
contrary by reference to the
rules set out in Clause 6 of the
Master Agreement) which either
is connected to the NGC Assets
forming part of the NGC
Transmission System at any
particular Connection Site or
which that User wishes so to
connect or is connected to a
Distribution System or which
that User wishes so to connect.
"User System" any system owned or operated by
a User comprising Generating
Units and/or Distribution
Systems (and/or other systems
consisting (wholly or mainly) of
electric lines which are owned
or operated by a person other
than a PES) and Plant and/or
Apparatus connecting Generating
Units, Distribution Systems
(and/or other systems consisting
(wholly or mainly) of electric
lines which are owned or
operated by a person other than
a PES) or NonEmbedded Customers
to the NGC Transmission System
or (except in the case of Non-
Embedded Customers) to the
relevant other User System, as
the case may be, including any
Remote Transmission Assets
operated by such User or other
person and any Plant and/or
Apparatus and meters owned or
operated by such User or other
person in connection with the
distribution of electricity but
does not include any part of the
NGC Transmission System.
SCHEDULE 3
THIS ACCESSION AGREEMENT is made on [ ] between: -
1. [ ], a company incorporated [with limited
liability] under the laws of [ ] ([registered number]) and
having its [registered office] at [ ] (the
"New Party"); and
2. The National Grid Company PLC ("NGC") on its own behalf and
on behalf of all the other parties to the Master Agreement
referred to below.
WHEREAS: -
By an agreement (the "Master Connection and Use of System
Agreement") dated [ ], 1990 made between the Parties named
therein and NGC the parties thereto agreed to give effect to and
be bound by certain rules and procedures for establishing a
contractual framework between the Parties pursuant to which
Supplemental Agreements will from time to time be made for the
connection of Plant and Apparatus to the NGC Transmission System,
the use by Parties of the NGC Transmission System and the payment
of charges to NGC.
IT IS HEREBY AGREED as follows:-
1. Unless the context otherwise requires, words and expressions
defined in the Master Agreement shall bear the same meanings
respectively when used herein.
2. NGC (acting on its own behalf and on behalf of each of the
other Parties) hereby admits the New Party as an additional Party
under the Master Agreement on the terms and conditions hereof.
3. The New Party hereby accepts its admission as a Party and
undertakes with NGC (acting on its own behalf and on behalf of
each of the other Parties) to perform and to be bound by the
terms and conditions of the Master Agreement as a Party as from
the date hereof.
4. For all purposes in connection with the Master Agreement the
New Party shall as from the date hereof be treated as if it has
been a signatory of the Master Agreement, and as if this
Agreement were part of the Master Agreement, and the rights and
obligations of the Party shall be construed accordingly.
5. This Agreement and the Master Agreement shall be read and
construed as one document and references in the Master Agreement
to the Master Agreement (howsoever expressed) should be read and
construed as references to the Master Agreement and this
Agreement.
6. This Agreement shall be governed by and construed in all
respects in accordance with English law and the provisions of
Clause 27 of the Master Agreement shall apply hereto mutatis
mutandis.
AS WITNESS the hands of the duly authorised representatives of
the parties hereto the day and year first above written
[New Party]
By:
Registered Number:
Registered Office:
Address for Notices (if different from Registered Office):
Telex No:
Facsimile No:
Attention:
Bank Details:
The National Grid Company PLC
(for itself and on behalf of each of the Parties
to the Master Agreement).
By:
EXHIBIT 1
DATED 30th March 1990
THE NATIONAL GRID COMPANY PLC
and
1 1 (2)
SUPPLEMENTAL AGREEMENT TYPE 1
(in respect of Connection Sites of Users
which are in existence and Commissioned at the Transfer Date)
CONTENTS
Clause Title
1 Definitions, Interpretation and Construction
2 Being Operational/Connection/Energisation
3 The Connection Site and NGC Assets
4 Connection Charges
5 Use of System Charges
6 Charging Rules
7 Ancillary Services
8 (Clause deleted)
9 Special Automatic Facilities
10 Protection and Control Relay Settings/Fault Clearance Times
11 Safety Rules
12 Other Site Specific Technical Conditions
13 Metering
14 Joint System Incidents
15 Term
16 Emergency Deenergisation
17 Deenergisation and Disconnection
18 Notice to Decommission or Disconnect
19 Disconnection
20 Decommissioning
21 Master Agreement
22 Variations
Appendix A NGC's Assets/Connection Site
Appendix B Connection Charges/Payment
Appendix C Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D Use of System Charges/Payment
Appendix E Charging Rules
Appendix F1 Site Specific Technical Conditions - Agreed Ancillary Services
Appendix F2 (Not used)
Appendix F3 Site Specific Technical Conditions - Special Automatic Facilities
Appendix F4 Site Specific Technical Conditions - Protection and Control
Relay Settings/Fault Clearance
Appendix F5 Site Specific Technical Conditions - Load Shedding Frequency
Sensitive Relays
Appendix F6 Site Specific Technical Conditions - Metering
THIS SUPPLEMENTAL AGREEMENT is made the 30th day of March 1990
and becomes effective on the 31st day of March 1990
BETWEEN
( 1 ) THE NATIONAL GRID COMPANY PLC a company registered in
England with number 2366977 whose registered once is at National
Grid House, Sumner Street, London SE1 9JU ("NGC, which expression
shall include its successors and/or permitted assigns); and
(2) [ ] a company registered in [ ] with number [
] whose registered office is at [ ] (the "User", which
expression shall include its successors and/or permitted assigns)
WHEREAS
(A) NGC and the User are parties to a Master Connection and Use
of System Agreement dated [ ] ("Master Agreement").
(B) This Supplemental Agreement is entered into pursuant to the
terms of the Master Agreement and shall be read as being governed
by them.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS. INTERPRETATION AND CONSTRUCTION
1.1 General
Unless the subject matter or context otherwise requires or is
inconsistent therewith, terms and expressions defined in Schedule
2 to the Master Agreement have the same meanings, interpretations
or constructions in this Supplemental Agreement.
2. BEING OPERATIONAL/CONNECTION/ENERGISATION
2.1 Right to remain connected:
Subject to the other terms and conditions of this Supplemental
Agreement and the Grid Code, the User shall have the right for
the User's Equipment to remain connected to the NGC Transmission
System at the Connection Site for the duration of this
Supplemental Agreement.
2.2 Right to remain Energised and Operational:
Subject to the other provisions of this Agreement and the Grid
Code, the User shall have the right for the User's Equipment at
the Connection Site to be and remain Energised and Operational
for the duration of this Supplemental Agreement.
2.3 Obligation to remain connected
Without prejudice to its rights to make Modifications to the
User's Equipment pursuant to the Master Agreement and subject to
the provisions of Sub-Clause 16.2 and the other provisions of
this Agreement and the Grid Code the User shall keep the User's
Equipment at the Connection Site connected to the NGC
Transmission System until Decommissioning or Disconnection is
permitted pursuant to this Supplemental Agreement.
2.4 Registered Capacity
The User if a Generator shall not operate its Users Equipment
such that any of it exceeds its Registered Capacity save as
expressly permitted or instructed pursuant to the Grid Code or
the Fuel Security Code or as may be necessary or expedient in
accordance with Good Industry Practice.
2.5 Data
Data of a technical or operational nature collected recorded or
otherwise generated pursuant to this Supplemental Agreement shall
be deemed data lodged pursuant to the Grid Code to the extent
that the Grid Code makes provision therefor.
2.6 Subject to the other provisions of this Agreement and the
Grid Code, NGC shall use all reasonable endeavours to maintain
the NGC Assets at the Connection Site in the condition necessary
to render the same fit for the purpose of passing power up to the
Maximum Export Capacity and/or the Connection Site Demand
Capability as appropriate between the User's Equipment and the
NGC Transmission System.
2.7 Subject to the other provisions of this Agreement and the
Grid Code, NGC shall accept into the NGC Transmission System at
the Connection Site power generated by the User up to the Maximum
Export Capacity except to the extent (if any) that NGC is
prevented from doing so by transmission constraints which could
not be avoided by the exercise of Good Industry Practice by NGC.
2.8 Subject to the other provisions of this Agreement and the
Grid Code, NGC shall transport a supply of power to the
Connection Site through the NGC Transmission System up to the
Connection Site Demand Capability except to the extent (if any)
that NGC is prevented from doing so by transmission constraints
or by insufficiency of generation which, in either case, could
not have been avoided by the exercise of Good Industry Practice
by NGC.
2.9 Subject to the provisions of the Grid Code each Party shall
be entitled to plan and execute outages of parts of its System or
Plant or Apparatus at any time and from time to time.
2.10 Provision of Data
The majority of the data required under the Grid Code has been
supplied by the User prior to the Transfer Date. However, in
respect of the following data required under the Planning Code of
the Grid Code it is agreed that the User need only supply it
under the Grid Code within one year of the Transfer Date, unless
NGC requests it in writing before the expiry of that period, in
which case the User from whom the data is requested must supply
it within 6 weeks of receiving that request, except in the case
of the data referred to in PCA 5.3.1(g) which need only be
supplied within 3 months of receiving this request. The data to
which this Sub-Clause applies is that referred to in the
following paragraphs of the Planning Code:-
PCA 2.3
PCA 4.3.7
PCA 4.3.9
PCA 5.2.1
PCA 5.2.2
PCA 5.3.1(g)
NGC shall also be able to request a User in writing at any time
to supply to NGC any data under the Planning Code which it should
have supplied to NGC prior to the Transfer Date, but which it did
not supply, and the User must supply that data upon that request.
3. THE CONNECTION SITE AND NGC ASSETS
The Connection Site and NGC Assets to which this Supplemental
Agreement relates are more particularly described in Appendix A.
4. CONNECTION CHARGES
Subject to the provisions of Clause 6 of this Supplemental
Agreement the User shall with effect from the commencement of
this Supplemental Agreement pay the Connection Charges set out in
Appendix B which are calculated by reference to the NGC Assets
specified in Appendix A in accordance with the provisions of
Appendix B.
5. USE OF SYSTEM CHARGES
Subject to the provisions of Clause 6 of this Supplemental
Agreement the User shall with effect from the commencement of
this Supplemental Agreement pay to NGC the Use of System Charges
set out in Appendix D in accordance with the provisions of
Appendix E.
6. CHARGING RULES
The provisions of the Charging Rules set out in Appendix E to
this Supplemental Agreement shall apply.
7. ANCILLARY SERVICES
The User shall provide the Agreed Ancillary Services set out in
Appendix F1 in accordance with the Grid Code.
8. GRID CODE NON-COMPLIANCE
(Clause deleted)
9. SPECIAL AUTOMATIC FACILITIES
NGC and the User shall operate respectively the NGC Transmission
System and the User System in accordance with the schemes set out
in Appendix F3.
10. PROTECTION AND CONTROL RELAY SETTINGS/FAULT CLEARANCE TIMES
NGC and the User shall record the respective protection and
control relay settings and fault clearance times to be operated
by each of them in documents in the format set out in Appendix F4
and shall operate them accordingly.
11. SAFETY RULES
11.1 Safety Rules:
NGC and the User will each supply to the other a copy of their
Safety Rules current from time to time except where already
supplied under another Supplemental Agreement (save that this
exception shall not apply to site specific Safety Rules) and also
a copy of the Local Safety Instructions applicable at the
Connection Site from time to time except where supplied under
another Supplemental Agreement.
11.2 Decommissioning:
Decommissioning of Plant and/or Apparatus at the Connection Site
will be undertaken in accordance with the procedures of the
Safety Rules of whichever of NGC or the User applied when the
Plant and/or Apparatus concerned was in commission.
12. OTHER SITE SPECIFIC TECHNICAL CONDITIONS
12.1 Initial Obligation:
The User shall ensure that on the Transfer Date the User's
Equipment complies with the site specific technical conditions
set out in Appendix F5.
12.2 The User shall use all reasonable endeavours to ensure
during the period of this Supplemental Agreement that the User's
Equipment shall continue to comply with the site specific
technical conditions set out in Appendix F5.
12.3 If the User or NGC wishes to modify, alter or otherwise
change the site specific technical conditions or the manner of
their operation:
(i) under Appendix F4 it may do so upon obtaining
the agreement of the other Party such agreement not to be
unreasonably withheld.
(ii) under Appendix Fl, F3, F5 or F6 this shall be deemed to be
a Modification for the purposes of the Master Agreement.
12.4 Where on or immediately prior to the Transfer Date the
User's Equipment has any of the following technical attributes or
facilities:
(i) circuit breaker fail protection
(ii) pole slipping protection
(iii) fault disconnection facilities
(iv) automatic switching equipment
(v) control arrangements
(vi) voltage and current signals for system monitoring
(vii) control telephony
(viii) operational metering
the User's Equipment retains such technical attributes or
facilities provided always that if the User wishes to modify
alter or otherwise change the same or their operation it may do
so by following the procedures relating to a Modification in
accordance with the Master Agreement.
13. METERING
The provisions of Appendix F6 shall have effect.
14. JOINT SYSTEM INCIDENTS
Each Party confirms to the other that its Senior Management
Representatives whose names have been nominated and notified to
the other pursuant to OC9 are fully authorised to make binding
decisions on its behalf for the purposes of OC9.
15. TERM
Subject to the provisions for earlier termination set out herein
and in Clause 17 of the Master Agreement, this Supplemental
Agreement shall continue until the User's Equipment is
Disconnected from the NGC Transmission System at the Connection
Site in accordance with Clause 17 or 19 hereof.
16. EMERGENCY DEENERGISATION
16.1 Emergency Deenergisation by NGC:
If, in the reasonable opinion of NGC, the condition or manner of
operation of the NGC Transmission System or the User's System
poses an immediate threat of injury or material damage to any
person or to the Total System or to any User's System or to the
NGC Transmission System NGC shall have the right to Deenergise
the User's Equipment if it is necessary or expedient to do so to
avoid the occurrence of such injury or damage.
16.2 Emergency Deenergisation by a User
If, in the reasonable opinion of the User, the condition or
manner of operation of the NGC Transmission System, the Total
System or any User's System, poses an immediate threat of injury
or material damage to any person or to the User's System, the
User shall have the right to Deenergise the User's Equipment if
it is necessary or expedient to do so to avoid the occurrence of
such injury or damage.
16.3 Reenergisation:
NGC or, as the case may be, the User shall Reenergise the User's
Equipment at the Connection Site as quickly as practicable after
the circumstances leading to any Deenergisation under this Clause
16 have ceased to exist.
17. DEENERGISATION AND DISCONNECTION
17.1 Breach by the User
If the User shall be in breach of any of the provisions of this
Supplemental Agreement or of the provisions of the Master
Agreement enforcing the provisions of the Grid Code (but subject
always to Sub-Clauses 9.3 and 9.4 of the Master Agreement) and
such breach causes or can reasonably be expected to cause a
material adverse effect on the business or condition of NGC or
other Users or the NGC Transmission System or Users Systems then
NGC may:
(i) where the breach is capable of remedy, give written notice
to the User specifying in reasonable detail the nature of the
breach and requiring the User to remedy the breach within 28 days
after receipt of such notice or within any longer period agreed
between NGC and the User, the agreement of NGC not to be
unreasonably withheld or delayed; or
(ii) where the breach is incapable of remedy, give written
notice to the User specifying in reasonable detail the nature of
the breach and the reasons why the breach is incapable of remedy
and requiring the User within 5 Business Days after receipt of
such notice to undertake to NGC not to repeat the breach.
17.2 Grid Code Procedures
Whenever NGC serves a notice on the User pursuant to Sub-Clause
17.1, NGC and the User shall discuss in good faith and without
delay the nature of the breach and each shall use all appropriate
procedures available to it under the Grid Code (including testing
rights and the procedures set out in OC5 (Testing and
Monitoring)) in an attempt to establish as quickly as reasonably
practicable a mutually acceptable way of ensuring future
compliance by the User with the relevant provision of the Grid
Code.
17.3 De-Energisation
17.3.1 If:-
(a) the User fails to comply with the terms of any valid notice
served on it by NGC in accordance with Sub-Clause 17.1(i) or is
in breach of any undertaking given in accordance with Sub-Clause
17.1(ii) and such breach causes or can be reasonably expected to
cause a material adverse effect on the business or condition of
NGC or other Users or the NGC Transmission System or User
Systems; or
(b) five Business Days have elapsed since the date of any valid
notice served on the User in accordance with Sub-Clause 17.2
(ii) and no undertaking is given by the User in accordance with
Sub-Clause 17.2(ii); NGC may, provided NGC has first complied
with OC5 Monitoring and Testing if appropriate De-Energise the
User's Equipment upon the expiry of at least 48 hours prior
written notice to the User, provided that at the time of expiry
of such notice the breach concerned remains unremedied and that
neither Party has referred the matter to the Dispute Resolution
Procedure set out in Clause 27 of the Master Agreement. In such
event NGC may De-Energise forthwith following completion of the
Dispute Resolution Procedure and final determination of the
dispute in NGC's favour.
17.3.2 If the User fails to comply with the Grid Code and the
Director makes a final order or a confirmed provisional order as
set out in Sections 25 and 26 of the Act against the User in
respect of such non-compliance which order the User breaches NGC
may De-energise the Users Equipment upon the expiry of at least
48 hours prior written notice to the User provided that at the
time of expiry of the notice the User continues to fail to comply
with the order.
17.4 NGC Transmission Licence
If a breach of the nature referred to in Sub-Clause 17.1
continues to the extent that it places or seriously threatens to
place in the immediate future NGC in breach of the NGC
Transmission Licence, NGC may De-Energise the User's Equipment
upon the expiry of at least 12 hours prior written notice to the
User, provided that at the time of expiry of such notice the
breach concerned remains unremedied.
17.5 Re-Energisation Disputes
If, following any De-Energisation pursuant to this Clause 17, the
User applies to NGC for the User's Equipment to be Re-Energised
and is refused or is offered terms which the User does not
accept, this shall be recognised as a dispute over the terms for
connection and use of system which the User may refer to the
Director for determination under the NGC Transmission Licence. If
the User accepts any terms offered by NGC or settled by the
Director pursuant to any such reference, NGC shall Re-Energise
the User's Equipment forthwith after any request from the User
for NGC to do so.
17.6 Event of Default
If the breach which led to any De-Energisation pursuant to this
Clause 17 remains unremedied at the expiry of at least 6 months
after the date of such De-Energisation, NGC may declare by notice
in writing to the User that such breach has become an event of
default provided that-
(a) all disputes arising out of the subject-matter of this
Clause 17 which are referred to the Dispute Resolution Procedure
have then been finally determined in favour of NGC; and
(b) any reference to the Director pursuant to sub-clause 17.5
has then been finally determined in favour of NGC or any terms
settled by the Director pursuant to such application have not
been accepted by the User.
17.7 Disconnection
Once NGC has given a valid notice of an event of default pursuant
to Sub-Clause 17.6 NGC may give notice of termination to that
User whereupon this Supplemental Agreement shall terminate and:
(i) NGC shall Disconnect all the User's Equipment at the
Connection Site and NGC and the User concerned shall by
arrangement between them remove any of the Users Equipment and
NGC Assets on the other Party's land within 6 months of the date
of termination or such longer period as may be agreed between the
Parties; and
(ii) that User shall be obliged to pay to NGC forthwith the
Termination Amounts applicable to the Connection Site.
18. NOTICE TO DECOMMISSION OR DISCONNECT
Without prejudice to Sub-Clause 16.2, the User shall give to NGC
not less than 6 months written notice of any intention of the
User either to Decommission the User's Equipment or to Disconnect
the User's Equipment.
19. DISCONNECTION
If notice to Disconnect is given by the User under Clause 18 the
User may upon expiry of the period specified in such notice and
not before Disconnect the User's Equipment. At the expiry of
such period this Supplemental Agreement shall terminate. The User
shall pay to NGC all Termination Amounts applicable to the
Connection Site within 28 days after termination of this
Agreement. Within 6 months of the date of such termination or
such longer period as may be agreed between the Parties the
Parties shall by arrangement with each other remove any of the
User's Equipment and NGC Assets on the other Party's land.
20. DECOMMISSIONING
If notice to Decommission is given by the User under Clause 18
the User may upon expiry of the period specified in such notice
and not before, Decommission the User's Equipment. This
Supplemental Agreement shall not terminate and:-
(i) until the end of the Financial Year in which the
Decommissioning takes place all Connection Charges and Use of
System Charges payable by the User under this Supplemental
Agreement shall continue to be payable in full; and
(ii) following the end of the Financial Year in which the
Decommissioning takes place the Use of System Charges payable by
the User under this Supplemental Agreement shall no longer be
payable by the User but the Connection Charges so payable shall
continue to be payable
If and when the User wishes to recommission it shall give NGC not
less than 3 months written notice unless a shorter period is
agreed between the User and NGC.
21. MASTER AGREEMENT
The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the
Master Agreement shall apply to this Supplemental Agreement as if
set out in full herein.
22. VARIATIONS
No variation to this Supplemental Agreement shall be effective
unless made in writing and signed by or on behalf of both NGC and
the User. NGC and the User shall effect any amendment required to
be made to this Supplemental Agreement by the Director as a
result of a change in the Transmission Licence or an order or
directions made pursuant to the Act or a Licence or as a result
of settling any of the terms hereof and the User hereby
authorises and instructs NGC to make any such amendment on its
behalf and undertakes not to withdraw, qualify or revoke such
authority or instruction at any time.
IN WITNESS WHEREOF the hands of the duly authorised
representatives of the parties hereto at the date first above
written
THE NATIONAL GRID COMPANY PLC )
By )
[the USER] )
By )
APPENDIX A
NGC'S ASSETS/CONNECTION SITE
COMPANY :
CONNECTION SITE:
TYPE:
NGC ASSETS:-
QUANTITY VOLTAGE DESCRIPTION AGE (Years)
SCHEMATIC DIAGRAM:
AREA:
APPENDIX B
CONNECTION CHARGES/PAYMENT
1) CONNECTION CHARGES:
COMPANY:
CONNECTION:
SITE
TYPE:
CHARGES: Poundsa for the period from 1st April 1990 to 31st March 1991
and thereafter as determined in accordance with the Charging
Rules.
2) PAYMENT:
The charges shall be payable in 12 equal monthly instalments as
specified in Clause 14 of the Master Agreement.
APPENDIX C
ZONE/REGISTERED CAPACITY/PEAK HALF-HOURS/ESTIMATED DEMAND
COMPANY:
GRID SUPPLY POINT/
CONNECTION SITE:
ELECTRICAL LOCATION OF ENERGY METERING
EQUIPMENT MEASURING STATION DEMAND:
ZONE :
a. GENERATION:
SET TYPE/FUEL REGISTERED
CAPACITY MW
b. In the Financial Year 1st April 1990 to 31st March 1991 NGC's
Demand related Use of System charges shall be calculated by
reference to the Demand attributable to the User at the Grid
Supply Point identified above in relation to the 3 half-hours of
peak Demand (Active Power) occurring on the 3 days of peak Demand
(Active Power) which occur in the period from 1st November 1990
to 28th February 1991 and are at least 10 days apart.
c. In the Financial Year 1st April 1990 to 31st March 1991 NGC's
generation related Use of System Charges shall be calculated by
reference to the highest Registered Capacity during such
Financial Year and the Energy produced.
d. ESTIMATED DEMAND for the period between I April 1990 and 31st
March 1991 and thereafter as notified in accordance with the
Charging Rules.
_______________ MW
APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT
COMPANY :
LOCATION :
1 ) TYPE OF CHARGE: SYSTEM SERVICE
Demand related
Pounds in respect of the period from 1st April 1990 to 31st March
1991 payable in 12 equal monthly instalments subject to
adjustment in accordance with the Charging Rules.
Note: based upon a charge of Pound per kW and kW of Estimated
Demand as set out in Appendix C.
2) TYPE OF CHARGE: INFRASTRUCTURE
A. Demand related
Pound in respect of the period from 1st April 1990 to 31st
March 1991 payable in 12 equal monthly instalments subject to
adjustment in accordance with the Charging Rules.
Note: based upon a charge of Pound per kW and kW of Estimated
Demand as set out in Appendix C.
B. Capacity Related
Pound......in respect of the period from 1st April 1990 to 31st March
1991 payable in 12 equal monthly instalments subject to
adjustment in accordance with the Charging Rules based upon a
charge of Pound.... per KW Registered Capacity and .... KW being the
Registered Capacity as set out in Appendix C.
C. Energy Related
Pound......per Kwh in respect of each Kwh of Energy entering the
Total System in the period from 31st March 1990 to 31st March
1991 payable as described in Clause 14 of the Master Agreement.
Payment shall be made in accordance with Clause 14 of the Master
Agreement.
APPENDIX E
CHARGING RULES
1. Use of System Charges - General and Data Requirements
1.1 NGC's Demand related Use of System Charges are calculated by
reference to Demand (Active Power) attributable to each Grid
Supply Point excluding that Demand (Active Power) met by embedded
Generating Units which is to be paid for otherwise than pursuant
to the Pooling and Settlement Agreement.
1.2 Data Requirements
1.2.1 On or before 31st December in each Financial Year the
User shall supply NGC with such data as NGC may from time to time
reasonably request to enable NGC to calculate the Connection
Charges and/or Use of System Charges due from the User to NGC in
respect of the Connection Site including the data specified in
Appendix C.
1.2.2 On or before 31st December in each Financial Year,
(i) Users who are Public Electricity Suppliers shall supply to
NGC a forecast for the following Financial Year of the
following:
(a) the Natural Demand attributable to each Grid Supply Point
equal to the average of the forecasts of Natural Demand under
Annual Average Cold Spell (ACS) Conditions attributable to such
Grid Supply Point for each of a number of peak half-hours as
notified by NGC to the User under paragraph 2.1 of this Appendix
E; and
(b) the PES Supply Business Demand attributable to each Grid
Supply Point equal to the average of the forecasts of PES Supply
Business Demand under Annual Average Cold Spell (ACS) Conditions
attributable to such Grid Supply Point for each of a number of
peak half-hours as notified by NGC
to the User under paragraph 2.1 of this Appendix E.
(ii) Users who are Second Tier Suppliers shall supply to NGC a
forecast for the following Financial Year of the STS Demand under
Annual Average Cold Spell (ACS) Conditions attributable to each
Grid Supply Point equal to the average of the forecasts of STS
Demand attributable to such Grid Supply Point for each of a
number of peak half-hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
(iii) Users who are Generators shall supply to NGC a forecast
for the following Financial Year of the Station Demand (Active
Power) under Annual Average Cold Spell (ACS) Conditions
attributable to each Grid Supply Point equal to the average of
the forecasts of such Station Demand (Active Power) attributable
to such Grid Supply Point for each of a number of peak half-hours
as notified by NGC to the User under paragraph 2.1 of this
Appendix E.
1.3 Annual Adjustment
1.3.1 NGC's Demand related Use of System Charges shall be
calculated on the basis of actual Demand (Active Power)
attributable to each User at each Grid Supply Point for each of a
number of peak half hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
1.3.2 On or before 1st March each Financial Year NGC shall: -
(i) determine from meter readings of Energy Metering Equipment
the actual Demand (Active Power) attributable to each User at
each Grid Supply Point for each of the Number of Peak Half Hours
applicable during such Financial Year; and
(ii) shall compare the User's highest Registered Capacity during
such year with the
Registered Capacity used when estimating the charges due during
such Financial
Year;
1.3.3 NGC shall then promptly calculate on the basis of the
actual position determined in accordance with paragraph 1.3.2 the
amount of Demand related or Capacity related Use of System
Charges (as the case may be) that would have been payable by the
User under this Supplemental Agreement during each month during
that Financial Year if they had been calculated on the basis of
that of the actual position (the "Actual Amount"). NGC shall then
compare the Actual Amount with the amount of Demand related or
Capacity related Use of System Charges (as the case may be) paid
during each month during that Financial Year by the User under
this Supplemental Agreement (the "Notional Amount).
1.3.4 NGC shall then prepare a reconciliation statement and send
it to the User. Such statement shall specify the Actual Amount
and the Notional Amount for each month during the relevant
Financial Year and, in reasonable detail, the information from
which such amounts were derived and the way in which they were
calculated.
1.3.5 Together with the reconciliation statement NGC shall send
the User an invoice in relation to any sums shown by the
reconciliation statement to be due to NGC and interest thereon
calculated pursuant to paragraph 1.3.6 below. Forthwith following
receipt of any reconciliation statement the User shall send to
NGC an invoice in relation to any sum shown by the reconciliation
statement to be due to the User and interest thereon calculated
pursuant to paragraph 1.3.6 below. Such invoices shall be payable
on or before 31st March in such Financial Year.
1.3.6 In respect of each month during that Financial Year:-
(a) the User shall, following receipt of an appropriate invoice,
pay to NGC an amount equal to the amount (if any) by which the
Actual Amount exceeds the Notional Amount; and
(b) NGC shall, following receipt of an appropriate invoice,
repay to the User an amount equal to the amount (if any) by which
the Notional Amount exceeds the Actual Amount.
Interest shall be payable by the paying Party to the other on
such amounts from the Payment Date applicable to the month
concerned until the date of actual payment of such amounts (which
shall not be later than 31st March in such Financial Year). Such
interest shall be calculated on a daily basis at the rate equal
to the base rate of Barclays Bank PLC for the time being and from
time to time during such period.
2. Revision of Charges
2.1 To the extent permitted by the Transmission Licence NGC may
revise its Connection Charges and Use of System Charges or the
basis of their calculation including issuing revisions to
Appendices B, C and D hereto. On or before 31st October in each
Financial Year NGC shall notify the User of the intended basis of
calculation to be used by NGC in the following Financial Year
(including the number and timing of peak half-hours if any to be
used when calculating Demand related infrastructure charges) and
shall consult with the User concerning the same. On or before
30th November in each Financial Year NGC shall confirm to the
User the basis of calculation to be used in the following
Financial Year. NGC shall give the User not less than 2 months
prior written notice of any revised charges, including revisions
to Appendices B, C and D hereto, which notice shall specify the
date upon which such revisions become effective (which may be at
any time). The User shall pay any such revised charges and
Appendix B, C and/or D as appropriate shall be amended
automatically (and a copy sent to the User) to reflect any
changes to such Appendices with effect from the date specified in
such notice.
2.2 The User acknowledges that NGC will establish a new asset
register during the course of the Financial Year ending 31st
March 1991. As a result, NGC shall have the right to vary the
asset allocation reflected in Appendix A upon giving not less
than 2 months prior written notice to the User provided that:-
(a) NGC has first consulted the User in advance in good faith,
including informing the User of the nature of the reallocation
insofar as it materially affects the Connection Site and
indicating the likely implications for the User of such
reallocation; and
(b) the principles of asset allocation are those set out in the
statements required by Condition 10(2)D of the Transmission
Licence, the form of which has been approved by the Director.
Such asset reallocation shall be effective from 1st April 1991
and the provisions of Appendices A and B shall be amended
automatically (and a copy sent to the User) to reflect such
reallocation with effect from such date.
2.3 Subject to the provisions of paragraph 3.2 below if in the
reasonable opinion of NGC any development, replacement,
renovation, alteration, construction or other work to the NGC
Transmission System means that NGC needs to vary the Connection
Charges payable by the User in relation to the Connection Site
NGC shall have the right to vary such charges accordingly upon
giving to the User not less than 2 months prior written notice.
Such notice shall be deemed to be a revised Connection Offer and
before any such variation become effective the provisions of
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following
any such variation the provisions of Appendices A and B shall be
amended automatically (and a copy sent to the User) to reflect
such variation with effect from the date such variation comes
into effect.
3. RepIacement of NGC Assets
3.1 Appendix A specifies the age of each of the NGC Assets at
the Connection Site at the date of this Supplemental Agreement.
NGC Connection Charges and Use of System Charges are calculated
on the assumption that NGC Assets will not require replacement
until the expiry of the Replacement Period- applicable to each
NGC Asset concerned. Such Replacement Periods have been agreed
between NGC and the User. For the avoidance of doubt, they have
been prepared for accounting purposes and carry no implication
that they represent the actual useful lives of such assets.
3.2 Where in NGCs reasonable opinion an NGC Asset requires
replacement before the expiry of its Replacement Period NGC
shall, with the prior written approval of the User (except where
in NGC's reasonable opinion such replacement is necessary, in
which case such approval shall not be required but in such case
the User shall have the right to give notice to Disconnect) have
the right to replace the NGC Asset at no additional cost to the
User until expiry of its original Replacement Period. Upon the
expiry of such original Replacement Period NGC shall be entitled
to vary the Connection Charges in respect of the replaced NGC
Asset so that they are calculated on the basis of the then
current Net Asset Value of such NGC Assets. NGC shall give the
User not less than 2 months prior written notice of such varied
charges which notice shall specify the date upon which such
increase becomes effective. The User shall pay such varied
charges and Appendices A and B shall be amended automatically
(and a copy sent to the User) to reflect such revised charges
with effect from the date specified in such notice.
3.3 Upon the expiry of the Replacement Period of any NGC Asset,
NGC shall replace such NGC Asset if requested to do so by the
User or if in NGC's reasonable opinion it is necessary to do so
to enable NGC to comply with its Licence obligations. Unless so
replaced, NGC shall keep the NGC Asset in service. In the event
that it is left in service the User shall pay Connection Charges
in respect of such NGC Asset calculated by reference to Net Asset
Value derived from a revaluation of the asset by NGC (which in
the reasonable opinion of NGC, taking into account the
depreciation already paid over the lifetime of that asset,
reflects the then expected life expectancy of the asset plus
capitalised renovation or refurbishment costs). Upon any such
replacement NGC shall be entitled to vary the Connection Charges
in respect of the replaced NGC Asset so that they are calculated
on the basis of the then current Net Asset Value of such NGC
Asset. NGC shall give the User not less than 2 months prior
written notice of such varied charges which notice shall specify
the date upon which such increase becomes effective. The User
shall pay such varied charges and Appendices B and D shall be
amended automatically (and a copy sent to the User) to reflect
such revised charges with effect from the date notified to the
User by NGC.
4. Termination Amounts
4.1 Until the end of the Financial Year in which the termination
occurs the User shall pay to NGC the Connection Charges and Use
of System Charges for which the User is liable in full. Where the
User has a Connection Site the User shall at the end of such
Financial Year pay to NGC a sum equal to the following:-
(i) the then current Net Asset Value of the NGC Assets at the
Connection Site in question; and
(ii) a sum equal to the reasonable cost of removing such NGC
Assets.
4.2 Where a Termination Amount is paid to NGC under this
Agreement and subsequently NGC uses the NGC Assets at the same or
another Connection Site and renders and receives a Connection
Charge therefor NGC shall pay to the User the Net Asset Value
component of the Termination Amount less reasonable maintenance
and storage costs. NGC shall use its reasonable endeavours to re-
use such NGC Assets where it is economic to do so. Upon request
and at the cost of the User, NGC shall issue a certificate no
more frequently than once each calendar year indicating whether
or not such NGC Assets have or have not been so re-used.
5. Variation of Charges by NGC during the Financial Year
If NGC is notified of a reduced Demand forecast by a PES or STS
from the forecast submitted under paragraph 1.2 of this Appendix
and is also notified of a corresponding increase in such a Demand
forecast by another PES or STS NGC shall vary the Use of System
charges due from the User notifying the reduction such that the
charges payable reflect the revised forecast within 30 days of
receipt of the 2 notices. NGC shall vary or commence charging as
the case may be the Use of System charges due from the User
notifying the increase with effect from the date that the
increase becomes effective. Save where NGC receives 2
corresponding notifications there shall unless NGC decides
otherwise be no variation of charges downwards during the
Financial Year to cover this eventuality and reconciliation shall
be effected pursuant to paragraph 1.3 of this Appendix.
6. Deductions
In respect of any NGC Engineering Charges which have been paid by
the User in connection with a Connection Application or under
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall
reduce the amount of Connection Charges payable by the User in
relation to the respective Connection Site on 1st April in each
of the first 3 years of the payment of such Connection Charges by
an amount equal on each occasion to one third of such NGC
Engineering Charges.
APPENDIX F1
SITE SPECIFIC TECHNICAL CONDITIONS
Agreed Ancillarv Services
[Black Start Capability
Gas Turbine Unit Fast Start
Synchronous Compensation
Pumped Storage Unit Spinning-in-Air
Pumped Storage
Pumped Storage Plant Fast Start
Demand Reduction
Adjustment to Pumped Storage Unit Pumping Programme
Hot Standby]
APPENDIX F2
(NOT USED)
APPENDIX F3
SITE SPECIFIC TECHNICAL CONDITIONS
Special Automatic Facilities
(a) NGC Transmission System to Generating Unit Intertripping
schemes.
(b) NGC Transmission System to Demand Intertripping schemes.
(c) NGC Transmission System to Directly Connected Customers
Intertripping Schemes
(d) Auto open/close schemes.
(e) System splitting or islanding schemes which impact on the
User's system or plant.
APPENDIX F4
SITE SPECIFIC TECHNICAL CONDITIONS
Protection and Control Relay Settings/Fault Clearance Times
Pro-formas attached
APPENDIX F5
SITE SPECIFIC TECHNICAL CONDITIONS
Load Shedding Frequency Sensitive Relays
This only applies to Suppliers. The manner in which Users Demand
subject to low frequency disconnection is to be split into
discrete MW Groups is set down in OC6 and is to be achieved for
Winter 1990/91.
The settings and MW blocks applicable to Winter 1989/90 were as
set down below. The transition from the 1989/90 settings to the
1990/91 settings is to be coordinated through NGC to ensure that
a viable overall scheme exists throughout the period.
APPENDIX F6
SITE SPECIFIC TECHNICAL CONDITIONS
Metering
Operator
Where the Connection Site is a Grid Supply Point, and the User is
or will be Registrant in relation to the Energy Metering
Equipment required by the Pooling and Settlement Agreement at the
Grid Supply Point and/or at the bulk supply point(s) which are
related to that Grid Supply Point, NGC shall install and be the
Operator of all such Energy Metering Equipment from the Transfer
Date until the FMS Date and thereafter:
1.1.1 NGC may resign as Operator of such Energy Metering
Equipment on giving no less than 12 months' notice in writing;
and
1.1.2 the User may remove NGC as Operator upon giving no less
than 12 months' notice in writing.
Provided that where the User agrees to become owner of any such
Energy Metering Equipment NGC may resign as Operator upon such
transfer of ownership and shall agree such terms as shall be
reasonably necessary to enable the User to perform its
obligations as Operator of such Energy Metering Equipment.
1.2 Charges
NGC shall recover its charges for acting as Operator of any
Energy Metering System which is an NGC Asset charged for under
this Supplemental Agreement as part of such charges. Where NGC
acts as Operator of any other Energy Metering System owned by NGC
for which the User is Registrant NGC shall charge and the User
shall pay such amount which is reasonable in all the
circumstances.
1.3 Interference
The User shall ensure that its employees, agents and invitees
will not interfere with any Energy Metering Equipment in respect
of which NGC is Operator or the connections to such Energy
Metering Equipment, without the prior written consent of NGC
(except to the extent that emergency action has to be taken to
protect the health and safety of persons or to prevent serious
damage to property proximate to the Energy Metering Equipment or
to the extent that such action is authorised under the Master
Agreement or any other agreement between NGC and the User).
1.4 Pulse data
The User shall have the right to collect and record pulses from
the meters comprised in the Energy Metering System(s) at the
Connection Site. NGC shall give the User access in accordance
with the Interface Agreement to collect and record such pulses
and to install and maintain such lines and equipment as maybe
reasonably necessary therefor.
EXHIBIT 2
DATED 19
THE NATIONAL GRID COMPANY PLC (1)
and
[ ] (2)
SUPPLEMENTAL AGREEMENT TYPE 2
(in respect of New Connection Sites of Users
which have not been Commissioned at the
Transfer Date)
CONTENTS
Clause Title
1 Definitions, Interpretation, Construction
2 Carrying out of the Works
3 Delays
4 Liquidated Damages
5 Approval to Connect/Energise/Become Operational
6 Independent Engineer
7 Connection/Energisation/Becoming Operational
8 The Connection Site and NGC Assets
9 Connection Charges
10 Use of System Charges
11 Charging Rules
12 Ancillary Services
13 (Clause deleted)
14 Special Automatic Facilities
15 Protection and Control Relay Settings
16 Safety Rules
17 Other Site Specific Technical Conditions
18 Metering
19 Joint Systems Incidents
20 Term
21 Emergency Deenergisation
22 Deenergisation and Disconnection
23 Notice to Decommission or Disconnect
24 Disconnection
25 Decommissioning
26 Master Agreement
27 Variations
Appendix A NGC Assets/Connection Site
Appendix B Connection Charges/Payment
Appendix C Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D Use of System Charges/Payment
Appendix E Charging Rules
Appendix F1 Site Specific Technical Conditions - Agreed Ancillary Services
Appendix F2 (not used)
Appendix F3 Site Specific Technical Conditions - Special Automatic Facility
Appendix F4 Site Specific Technical Conditions - Protection and Control Relay
Settings/Fault Clearance
Appendix F5 Site Specific Technical Conditions - Other Technical Conditions
Appendix F6 Site Specific Technical Conditions - Metering
Appendix G NGC Asset Works
Appendix H NGC Reinforcement Works
Appendix I Users Works
Appendix J Construction Programme
Appendix K Liquidated Damages
Appendix L Independent Engineer
THIS SUPPLEMENTAL AGREEMENT is made the day of
19 BETWEEN
(1) THE NATIONAL GRID COMPANY PLC a company registered in
England with number 2366977 whose registered office is at
National Grid House, Sumner Street, London SE1 9JU ("NGC",
which expression shall include its successors and/or
permitted assigns); and
(2) [ ] a company registered in [ ]
with number [ ] whose registered office is at [
] (the "User", which expression shall include its successors
and/or permitted assigns)
WHEREAS
(A) [By an Accession Agreement dated [ ] The User entered
into the Master Connection and Use of System Agreement dated
[ ] ("Master Agreement").
(B) This Supplemental Agreement is entered into pursuant to the
terms of the Master Agreement and shall be read as being
governed by them.
1. DEFINITIONS, INTERPRETATION AND CONSTRUCTION
1.1 General
Unless the subject matter or context otherwise requires or is
inconsistent therewith terms and expressions defined in Schedule
2 to the Master Agreement have the same meanings, interpretations
or constructions in this Supplemental Agreement and the following
words and expressions shall have the meanings shown:
"Charging Date" the date which the Connection Site is first
Commissioned and is available for use by the User.
"Commissioning Programme Commencement Date" the date specified in
the Construction Programme for commencement of the Commissioning
Programme or any substituted date fixed under the terms of the
relevant Supplemental Agreement.
"Commissioning Programme" the programme to be determined pursuant
to Sub-Clause 2.9 of this Supplemental Agreement;
"Completion Date" the date calculated by adding the period
specified in the Commissioning Programme for the execution of the
Commissioning Programme to the Commissioning Programme
Commencement Date or any substituted date fixed under this
Supplemental Agreement.
"Connected Planning Data" data required pursuant to the Planning
Code which replaces data containing estimated values assumed for
planning purposes by validated actual values and updated
estimates for the future and by updated forecasts for forecast
data items.
"Construction Programme" the agreed programme for the Works to be
carried out by NGC and the User set out in detail in Appendix J
to this Supplemental Agreement including the supply by one to the
other of data during the period of the Works.
"Independent Engineer" the engineer specified in Appendix L to
this Supplemental Agreement or such other engineer as may from
time to time be agreed between the Parties.
"Liquidated Damages" either:
(i) where payment is to be made to NGC, a sum equivalent to
NGC's Connection Charges and applicable Use of System Charges
that would otherwise have been payable on account of the relevant
period; or
(ii) where payment is to be made to the user the sum specified on
or calculated pursuant to Appendix K to this Supplemental
Agreement.
"NGC Asset Works" the works necessary for construction and
installation of the NGC Assets at the Connection Site specified
in Appendix G to this Supplemental Agreement.
"NGC Works" the NGC Asset Works and the NGC Reinforcement Works.
"NGC Reinforcement Works" means those works other than the NGC
Asset Works which in the reasonable opinion of NGC are necessary
to extend or reinforce the NGC Transmission System in relation to
and prior to the connection of the User's Equipment at a New
Connection Site and which are specified in Appendix H to this
Supplemental Agreement.
"Practical Completion Date" the date upon which the Connection
Site is Commissioned.
"User's Works" those works necessary for installation of the
User's Equipment which are specified in Appendix I to this
Supplemental Agreement.
"Works" the NGC Asset Works, the User's Works and the NGC
Reinforcement Works.
2. CARRYING OUT OF THE WORKS
2.1 Forthwith following the date of this Agreement NGC and the
User shall agree the Safety Rules and Local Safety
Instructions to apply during the Construction Programme and
Commissioning Programme.
2.2 Forthwith following the date of this Agreement NGC shall use
its best endeavours to obtain in relation to the NGC Asset
Works and the NGC Reinforcement Works, and the User shall
use its best endeavours to obtain in relation to the User's
Works, all such planning and other statutory consents and
all wayleaves, easements, rights over or interests in land
or any other consent or permission of any kind as shall be
necessary to enable the parties to carry out the Works.
Each shall give advice and assistance to the other to the
extent reasonably required by the other in the furtherance
of these obligations. Further each Party shall, so far as
it is legally able to do so, grant to the other all such
wayleaves, easements, rights over or interests (but not
estates) in land or any other consents reasonably required
by the other in order to be enable the Words to be completed
and to enable that other to carry out its obligations to the
other under this Supplemental Agreement and in all cases
subject to such terms and conditions as are reasonable.
2.3 The User shall pay to NGC within 28 days of the date of its
invoice therefor all NGC's Engineering Charges and proper
and reasonable out-of-pocket ancillary expenses in seeking
the planning and other statutory consents and all wayleaves,
easements, rights over or interests in land or other
consents or permissions the subject of Sub-Clause 2.2 (which
process the User acknowledges may include planning inquiries
or appeals). NGC shall keep the User informed of the level
of such charges and expenses being incurred which shall not
exceed [ ] pounds without the User's consent.
2.4 Prior to commencement of the NGC Asset Works and NGC
Reinforcement Works the User shall have the right to
terminate this Agreement upon giving 7 days notice in
writing to NGC in which event NGC shall return the unused
balance (if any) of any NGC Engineering Charges advanced by
the User to NGC in relation to the Connection Site.
2.5 Both Parties shall be entitled to sub contract the carrying
out of their respective parts of the Works. The User or any
contractor on its behalf shall be responsible for commencing
and for carrying out the User's Works (to such stage of
completion as shall render them capable of being
Commissioned) in accordance with the Construction Programme
by the Commissioning Programme Commencement Date and the NGC
or any contractor on its behalf shall be responsible for
commencing and carrying out the NGC Asset Works and the NGC
Reinforcement Works (to such stage of completion as shall
render them capable of being Commissioned) in accordance
with the Construction Programme by the Commissioning
Programme Commencement Date.
2.6 If at any time during the period prior to the Practical
Completion Date a Party (in this Sub-Clause, the "Requesting
Party") wishes to make any addition to or omission from any
of the Requesting Party's Works being undertaken (which
addition or omission is such as may reasonably be expected
materially to affect the other Party's ability to perform
its obligations under this Supplemental Agreement) or to
vary the Construction Programme or the Commissioning
Programme for whatever reasons (including by reason of
inaccurate data furnished by the other Party (in this Sub-
Clause, the "Requested Party")) the Requesting Party shall
give written notice to the Requested Party requesting such
change or variation which specifies the precise alteration
or variation which it is proposing, including an estimate of
any delay necessary to enable the Parties to carry out the
varied Work. As quickly as practicable and in any event
within 14 days of receipt of such notice by the Requested
Party it shall by written notice to the Requesting Party
specify in the form of an offer:-
(i) any corresponding changes or variations the Requested
Party considers in its reasonable opinion are necessary to
the Requested Party's Works; and
(ii) corresponding changes or variations the Requested Party
considers in its reasonable opinion are necessary to the
Construction Programme including to the Commissioning
Programme Commencement Date and Completion Date;
(iii) appropriate and/or alternative rights to those
referred to in Sub-Clause 2.2; and
(iv) corresponding variations to the other terms of this
Supplemental Agreement which the Requested Party considers
in its reasonable opinion are necessary.
The Requesting Party shall have 28 days from the date of
receipt of the Requested Party's offer under this Sub-Clause
2.6 to give written notice to the Requested Party accepting
the Requested Party's offer. The Requested Party shall not
unreasonably withhold or delay agreement to any amendments
to such offer proposed by the Requesting Party. If the
Requested Party's offer (including any amended offer) under
this Sub-Clause 2.6 is so accepted by the Requesting Party
the Works, the Construction Programme, the Commissioning
Programme, the Commencement Date, the Completion Date and
this Supplemental Agreement shall be deemed automatically
amended with effect from the date of receipt of such
acceptance by the Requested Party so as to incorporate the
terms of the Requested Party's offer (including any changes
proposed by the Requesting Party which have been accepted by
the Requested Party) under this Sub-Clause 2.6. If the
Parties are not able to agree on the terms of the Requested
Party's offer within such 14 day period either Party may
refer the matter to the Independent Engineer pursuant to
Clause 7 hereof. The Parties shall diligently proceed with
the Works and Construction Programme in accordance with
their terms as amended or varied from time to time, to the
extent reasonable and practicable having regard to the
nature of any such amendment or variation.
2.7 The Parties shall continuously liaise throughout the
Construction Programme and Commissioning Programme and each
shall provide to the other all information necessary to
assist the other in performance of that other's part of the
Works, and shall use all reasonable endeavours to co-
ordinate and integrate their respective part of the Works.
There shall be on-site meetings between representatives of
the parties not less than once every calendar month. Each
Party shall deliver to the other Party a written report of
progress during each calendar quarter within 7 days of the
end of each quarter.
2.8 During the period of and at the times and otherwise as
provided in the Construction Programme and the Commissioning
Programme NGC and the User will allow the other, its
employees, agents, suppliers, contractors and sub-
contractors necessary access to its own site to enable that
other to carry out the NGC Asset Works or User's Works but
not so as to disrupt or delay the construction and
completion of the other's works on the said sites or the
operation of the other's Plant and Apparatus located
thereon, such access to be in accordance with any reasonable
regulations relating thereto made by the site owner or
occupier.
2.9 Not later than [6] weeks prior to the Commissioning
Programme Commencement Date the User shall provide NGC with
a draft commissioning programme. NGC shall, as quickly as
practicable and in any event within 21 days of receipt
thereof, determine whether or not to approve the proposed
commissioning programme (which approval shall not be
unreasonably withheld or delayed) and shall either notify
the User of its approval or, in the event that NGC
reasonably withholds its approval, notify the User of any
charges or variations to the proposed commissioning
programme recommended by NGC. If the User does not accept
the form of commissioning programme submitted by NGC any
dispute shall be referred to the Independent Engineer for
determination. The Commissioning Programme approved by NGC
or determined by the Independent Engineer as the case may be
shall be implemented by the Parties or their contractors in
accordance with its terms.
3. DELAYS
3.1 If prior to the Practical Completion Date a Party (in this
Sub-Clause, "the Affected Party") shall be delayed in
carrying out any of the Affected Party's Works (including
their commissioning) by reason of any act, default or
omission on the part of the other Party (in this Sub-Clause,
the "Defaulting Party") or the Defaulting Party's employees,
agents, contractors or sub-contractors or of an event of
Force Majeure, the Affected Party shall be entitled to have
such later date or dates fixed as the Commissioning
Programme Commencement Date and/or (as the case may be) the
Completion Date as may be fair and reasonable in the
circumstances provided that it notifies the Defaulting Party
in writing of such act, default or omission or event of
Force Majeure within [28] days thereof together with an
estimate of the proposed delay which it will cause the
Affected Party. In the event of a dispute between the
Parties over what is or are any fair and reasonable new date
or dates to be fixed in the circumstances this shall be
promptly referred to and determined by the Independent
Engineer. Once the new date or dates are fixed the
Construction Programme and/or Commissioning Programme shall
be deemed automatically amended as appropriate.
3.2 If either Party shall have reason to believe that he is
being delayed or will be delayed in carrying out that
Party's Works for any reason (whether it is one entitling
him to the fixing of a new date under Sub-Clause 3.1 or not)
he shall forthwith notify the other party in writing of the
circumstances giving rise to the delay and of the extent of
the actual and/or anticipated delay.
4. LIQUIDATED DAMAGES
4.1 Each Party shall give written notice to the other declaring
its readiness to commence the Commissioning Programme when
this is the case.
4.2 The Commissioning Programme shall commence forthwith once
both Parties have given written notice under Sub-Clause 4.1.
4.3 To the extent that the date of actual commencement of the
Commissioning Programme is later than the Commissioning
Programme Commencement Date due to the failure of one Party
only to give notice under Sub-Clause 5.1 in time such Party
shall pay to the other Party Liquidated Damages for each day
that the date of actual commencement of the Commissioning
Programme is later than the Commissioning Programme
Commencement Date. It is declared and agreed that such
Liquidated Damages shall cease to be payable in respect of
any period after the date of actual commencement of the
Commissioning Programme.
4.4 The Works shall be deemed to have been Commissioned on the
date that the Independent Engineer certifies in writing that
the Commissioning Programme has been completed.
4.5 If the Practical Completion Date is later than the
Completion Date either Party if and to the extent that it is
responsible for delayed completion of the Commissioning
Programme (such responsibility and/or its extent to be
determined by the Independent Engineer failing agreement
between the Parties) shall pay to the other Party Liquidated
Damages for each day that the Practical Completion Date is
later than the Completion Date.
4.6 Liquidated Damages payable under Sub-Clauses 4.3 and 4.5
shall accumulate on a daily basis but shall be payable
monthly. On or before the 15th day of each month the Party
due to receive Liquidated Damages shall send to the other
Party ("the Paying Party") a statement of the Liquidated
Damages which have accrued due in the previous calendar
month. The Paying Party shall in the absence of manifest
error pay the Liquidated Damages which have accrued due in
the previous calendar month. The Paying Party shall in the
absence of manifest error pay the Liquidated Damages shown
on the statement by the end of the calendar month in which
the statement is received by the Paying Party.
4.7 The payment or allowance of Liquidated Damages pursuant to
this Clause 4 shall be in full satisfaction of either
Party's Liability for failure to perform its respective
obligations by the Commissioning Programme Commencement Date
and/or the Completion Date.
5. APPROVAL TO CONNECT/ENERGISE/BECOME OPERATIONAL
5.1 Not later than [4] months prior to the Completion Date or by
such other time as may be agreed between the Parties the
Parties shall prepare and submit the Operation Diagrams and
Site Common Drawings required to be prepared and submitted
by each of them respectively under CC 7.4.4 and 7.4.6.
5.2 Not later than [3] months prior to the Completion Date or by
such other time as may be agreed between the Parties the
Parties shall prepare and submit the Operation Diagrams and
Site Common Drawings required to be prepared and submitted
by each of them respectively under CC 7.4.5 and 7.4.7.
5.3 Not later than [3] months prior to the expected Completion
Date or by such other time as may be agreed between the
Parties each Party shall submit to the other:
(i) data within its possession needed to enable the
completion of Appendices F3 and F4; and
(ii) evidence reasonably satisfactory to NGC that the Users
Equipment complies or will on Completion comply with the
provisions of Clauses 12, 17.1 and 18.
5.4 Not later than [8] weeks prior to the expected Completion
Date or by such other time as may be agreed between the
Parties the each Party shall submit to the other:-
(i) information to enable preparation of Site
Responsibility Schedules complying with the provisions of
Appendix [1] to the Connection Conditions together with a
list of managers who have been duly authorised by the User
to sign such Site Responsibility Schedules on the User's
behalf;
(ii) a list of Safety Coordinators pursuant to Operating
Code 8 and a list of telephone numbers for Joint System
Incidents at which senior management representatives
nominated for the purpose can be contacted; and
(III) a list of the telephone numbers for the facsimile
machines referred to in CC 6.5.8.
5.5 Not later than 30 days prior to the expected Completion Date
the User shall submit a statement of readiness to complete
the Commissioning Programme to NGC together with relevant
Connected Planning Data and a report certifying to NGC that,
to the best of the information, knowledge and belief of the
User, all relevant Connection Conditions applicable to the
User have been considered and complied with. If NGC
considers that it is necessary, it will require this report
to be prepared by the Independent Engineer at NGC's sole
cost and expense. The report shall incorporate if requested
by NGC type test reports and test certificates produced by
the manufacturer showing that the User's Equipment meets the
criteria specified in CC6.
6.0 INDEPENDENT ENGINEER
The Parties agree and shall procure that when the
Independent Engineer is appointed he shall act as an expert
and not as an arbitrator and shall decide those matters
referred or reserved to him under this Supplemental
Agreement by reference to Good Industry Practice using his
skill, experience and knowledge and with regard to such
other matters as the Independent Engineer in his sole
discretion considers appropriate. All references to the
Independent Engineer shall be made as soon as reasonably
practicable and in any event within 14 days of the
occurrence of the dispute to be referred to the Independent
Engineer. The Parties shall promptly supply the Independent
Engineer with such documents and information as he may
request when considering such question. The Independent
Engineer shall use his best endeavours to give his decision
upon the question before him as soon as possible following
its referral to him. The parties shall share equally the
fees and expenses of the Independent Engineer. The Parties
expressly acknowledge that submission of disputes for
resolution by the Independent Engineer does not preclude
subsequent submission of disputes for resolution by
arbitration under Clause 26 of the Master Agreement.
Pending any such arbitration the Parties shall treat the
Independent Engineer's decision as final and binding.
7. CONNECTION/ENERGISATION/BECOMING OPERATIONAL
7.1 Right to become Operational;
NGC shall connect and Energise the User's Equipment at the
Connection Site during the course of an in accordance with
the Commissioning Programme and upon compliance by the User
with the provisions of Clause 5 NGC shall forthwith notify
the User in writing that it has the right to become
Operational.
7.2 Right to remain connected;
Subject to the other provisions of this Agreement and the
Grid Code the User shall have the right for the User's
Equipment to remain connected to the NGC Transmission System
at the Connection Site for the duration of this Supplemental
Agreement.
7.3 Right to be and remain Energised and Operational
Subject to the other provisions of this Agreement and the
Grid Code the User shall have the right for the User's
Equipment at the Connection Site to be and remain Energised
and Operational for the duration of this Supplemental
Agreement.
74. Obligation to remain connected;
Without prejudice to its rights to make Modifications to the
User's Plant pursuant to the Master Agreement and subject to
the provisions of sub-clause 21.2 and the other provisions
of this Agreement and the Grid Code the User shall keep the
User's Equipment at the Connection Site connected to the NGC
Transmission System until Decomissioning or Disconnection is
permitted pursuant to this Supplemental Agreement.
7.5 Registered Capacity
The User if a Generator shall not operate its User's
Equipment such that any of it exceeds its Registered
Capacity save as expressly permitted or instructed pursuant
to the Grid Code or the Fuel Security Code or as may be
necessary or expedient in accordance with Good Industry
Practice.
7.6 Data
Data of technical or operational nature collected, recorded
or otherwise generated pursuant to this Supplemental
Agreement shall be deemed data lodged pursuant to the Grid
Code to the extent that the Grid Code makes provision
therefor.
7.7 Subject to the other provisions of this Agreement and the
Grid Code, NGC shall use all reasonable endeavours to
maintain the NGC Assets at the Connection Site in the
condition necessary to render the same fit for the purpose
of passing power up to the Maximum Export Capacity and/or
the Connection Site Demand Capability as appropriate between
the User's Equipment and the NGC Transmission System.
7.8 Subject to the other provisions of this Agreement and the
Grid Code, NGC shall accept into the NGC Transmission System
at the Connection Site power generated by the User up to the
Maximum Export Capacity except to the extent (if any) that
NGC is prevented from doing so by transmission constraints
which could not be avoided by the exercise of Good Industry
Practice by NGC.
7.9 Subject to the other provisions of this Agreement and the
Grid Code, NGC shall transport a supply of power to the
Connection Site through the NGC Transmission System up to
the Connection Site Demand Capability except to the extent
(if any) that NGC is prevented from doing so by transmission
constraints or by insufficiency of generation which, in
either case, could not have been avoided by the exercise of
Good Industry Practice by NGC.
7.10 Subject to the provisions of the Grid Code each Party shall
be entitled to plan and execute outages of parts of its
System or Plant or Apparatus at any time from time to time.
8. THE CONNECTION SITE AND NGC ASSETS
The Connection Site and NGC Assets to which this
Supplemental Agreement relates are more particularly
described in Appendix A.
9. CONNECTION CHARGES
Subject to the provisions of Clause 6 of this Supplemental
Agreement the User shall pay with effect from the Charging
Date the Connection Charges set out in Appendix B which are
calculated by reference to the NGC Assets specified in
Appendix A in accordance with the provisions of Appendix B.
10. USE OF SYSTEM CHARGES
Subject to the provisions of Clause 6 of this Supplemental
Agreement the User shall pay with effect from the Charging
Date to NGC the Use of System Charges set out in Appendix D
payable in accordance with the provisions of Appendix D.
11. CHARGING RULES
The provisions of the Charging Rules set out in Appendix E
to this Supplemental Agreement shall apply.
12. ANCILLARY SERVICES
The User shall provide the Agreed Ancillary Services set out
in Appendix F1 in accordance with the Grid Code.
13. GRID CODE NON-COMPLIANCE
(Clause deleted)
14. SPECIAL AUTOMATIC FACILITIES
NGC and the User shall operate respectively the NGC
Transmission System and the User System in accordance with
the schemes set out in Appendix F3 hereto.
15. PROTECTION AND CONTROL RELAY SETTINGS/FAULT CLEARANCE TIMES
NGC and the User shall record the respective protection and
control relay settings and fault clearance times to be
operated by each of them in documents in the format set out
in Appendix F4 and shall operate them accordingly.
16. SAFETY RULES
16.1 Safety Rules:
NGC and the User will each supply to the other a copy of
their Safety Rules current from time to time except where
already supplied under another Supplemental Agreement (save
that this exception shall not apply to site specific Safety
Rules) and also a copy of the Local Safety Instructions
applicable at the Connection Site from time to time except
where supplied under another Supplemental Agreement.
16.2 Decommissioning:
Decommissioning of Plant and/or Apparatus at the Connection
Site will be undertaken in accordance with the procedures of
the Safety Rules of whichever of NGC or the User applied
when the Plant and/or Apparatus concerned was in commission.
17. OTHER SITE SPECIFIC TECHNICAL CONDITIONS
17.1 Initial Obligation:
The User shall ensure that on the Completion Date the User's
Equipment complies with the site specific technical
conditions set out in Appendix F5.
17.2 The User shall use all reasonable endeavours to ensure
during the period of this Supplemental Agreement that the
User's Equipment shall continue to comply with the site
specific technical conditions set out in Appendix F5.
17.3 If the User or NGC wishes to modify, alter or otherwise
change the site specific technical conditions or the manner
of their operation:-
(i) under Appendix F4 it may do so upon obtaining the
agreement of the other Party such agreement not to be
unreasonably withheld.
(ii) under Appendix F1, F3, F5 or F6 this shall be deemed to
be a Modification for the purposes of the Master Agreement.
18. METERING
The provisions of Appendix F6 shall have effect.
19. JOINT SYSTEM INCIDENTS
Each Party confirms to the other that its Senior Management
Representatives whose names have been nominated and notified
to the other pursuant to OC9 are fully authorised to make
binding decisions on its behalf for the purposes of OC9.
20. TERM
Subject to the provisions for earlier termination set out
herein and in Clause 17 of the Master Agreement, this
Supplemental Agreement shall continue until the User's
Equipment is Disconnected from the NGC Transmission System
at the Connection Site in accordance with Clauses 22 or 23
hereof.
21. EMERGENCY DEENERGISATION
21.1 Emergency Deenergisation by NGC;
If, in the reasonable opinion of NGC, the condition or
manner of operation of the NGC Transmission System or the
User's System poses an immediate threat of injury or
material damage to any person or to the Total System or to
any User's System or to the NGC Transmission System, NGC
shall have the right to Deenergise the User's Equipment if
it is necessary or expedient to do so to avoid the
occurrence of such injury or damage.
21.2 Emergency Deenergisation by a User;
If, in the reasonable opinion of the User, the condition or
manner of operation of the NGC Transmission System, the
Total System or any other User's System, poses an immediate
threat of injury or material damage to any person or to the
User's System the User shall have the right to Deenergise
the User's Equipment if it is necessary or expedient to do
so to avoid the occurrence of such injury or damage.
21.3 Reenergisation:
NGC or, as the case may be, the User shall Reenergise the
User's Equipment at the Connection Site as quickly as
practicable after the circumstances leading to any
Deenergisation under this Clause 16 have ceased to exist.
22. DEENERGISATION AND DISCONNECTION
22.1 Breach by the User:
If the User shall be in breach of any of the provisions of
this Supplemental Agreement or of the provisions of the
Master Agreement enforcing the provisions of the Grid Code
(but subject always to Sub-Clauses 9.3 and 9.4 of the Master
Agreement) and such breach causes reasonably be expected to
cause a material adverse effect on the business or condition
of NGC or other Users or the NGC Transmission System or
Users Systems then NGC may:-
(i) where the breach is capable of remedy, give notice to
the User specifying in reasonable detail the nature of the
breach and requiring the User within 28 days after receipt
of such notice to remedy the breach or within any longer
period agreed between NGC and the User, the agreement of NGC
not to be unreasonably withheld or delayed; or
(ii) where the breach is incapable of remedy, give written
notice to the User specifying in reasonable detail the
nature of the breach and the reasons why NGC is of the
reasonable opinion that the breach is incapable of remedy
and requiring the User within 5 Business Days after receipt
of such notice to undertake to NGC not to repeat the breach.
22.2 Grid Code Procedures
Whenever NGC serves a notice on the User pursuant to Sub-
Clause 22.1, NGC and the User shall discuss in good faith
and without delay the nature of the breach and each shall
use all appropriate procedures available to it under the
Grid Code (including testing rights and the procedures set
out in OC5 (Testing and Monitoring)) in an attempt to
establish as quickly as reasonably practicable a mutually
acceptable way of ensuring future compliance by the User
with the relevant provision of the Grid Code.
22.3 De-Energisation
22.3.1 If:-
(a) the User fails to give or comply with any valid notice
served on it by NGC in accordance with Sub-Clause 22.1(ii)
or is in breach of any undertaking given in accordance with
Sub-Clause 22.2(ii) and such breach causes or can be
reasonably expected to cause a material adverse effect on
the business or condition of NGC or other Users or the NGC
Transmission System or User Systems; or
(b) five Business Days have elapsed since the date of any
valid notice served on the User in accordance with Sub-
Clause 22.2(ii) and no undertaking is given by the User in
accordance with Sub-Clause 22.2(ii);
NGC may, provided NGC has first complied with OC5 Monitoring
and Testing if appropriate De-Energise the User's Equipment
upon the expiry of at least 48 hours prior written notice to
the User, provided that at the time of expiry of such notice
the breach concerned remains unremedied and that neither
Party has referred the matter to the Dispute Resolution
Procedure set out in Clause 27 of the Master Agreement. In
such event NGC may De-Energise forthwith following
completion of the Dispute Resolution Procedure and final
determination of the dispute in NGC's favour.
22.3.2 If the User fails to comply with the Grid Code and the
Director makes a final order or a confirmed, provisional
order as set out in Sections 25 and 26 of the Act against
the User in respect of such non-compliance which order that
User breaches NGC may De-Energise the User's Equipment upon
the expiry of at least 48 hours prior written notice to the
User provided that at the time of expiry of the notice the
User fails to comply with the order.
22.4 NGC Transmission Licence
If a breach of the nature referred to in Sub-Clause 22.1
continues to the extent that it places or seriously
threatens to place in the immediate future NGC in breach of
the NGC Transmission Licence, NGC may De-Energise the User's
Equipment upon the expiry of at least 12 hours prior written
notice to the User, provided that at the time of expiry of
such notice the breach concerned remains unremedied.
22.5 Re-Energisation Disputes
If, following any De-Energisation pursuant to this Clause
22, the User applies to NGC for the User's Equipment to be
Re-Energised and is refused or is offered terms which the
User does not accept, this shall be recognised as a dispute
over the terms for connection and use of system which the
User may refer to the Director for determination under the
NGC Transmission Licence. If the User accepts any terms
offered by NGC or settled by the Director pursuant to any
such reference, NGC shall Re-Energise the User's Equipment
forthwith after any request from the User for NGC to do so.
22.6 Event of Default
If the breach which led to any De-Energisation pursuant to
this Clause 22 remains unremedied at the expiry of at least
6 months after the date of such De-Energisation, NGC may
declare by notice in writing to the User that such breach
has become an event of default provided that:-
(a) all disputes arising out of the subject-matter to this
Clause 22 which are referred to the Dispute Resolution
procedure have then been finally determined in favour of
NGC; and
(b) any reference to the Director pursuant to Sub-Clause
22.5 has then been finally determined in favour of NGC or
any terms settled by the Director pursuant to such
application have not been accepted by the User.
22.7 Disconnection
Once NGC has given a valid notice of an event of default
pursuant to Sub-Clause 22.6 NGC may give notice of
termination to that User whereupon this Supplemental
Agreement shall terminate and:
(i) NGC shall Disconnect all the User's Equipment at the
Connection Site and NGC and the User concerned shall by
arrangement between them remove any of the User's Equipment
and NGC Assets on the other Party's land within 6 months of
the date of termination or such longer period as may be
agreed between the Parties; and
(ii) that User shall be obliged to pay to NGC forthwith the
Termination Amounts applicable to the Connection Site.
23. NOTICE TO DECOMMISSION OR DISCONNECT
Without prejudice to Sub-Clause 21.2 the User shall give to
NGC not less than 6 months written notice of any intention
of the User either to Decommission the User's Equipment or
to Disconnect the User's Equipment.
24. DISCONNECTION
If notice to Disconnect is given by the User under Clause 23
the User may upon expiry of the period specified in such
notice and not before Disconnect the User's Equipment. At
the expiry of such period this Supplemental Agreement shall
terminate. The User shall pay to NGC all Termination
Amounts applicable to the Connection Site within 28 days
after termination of this Agreement. Within 6 months of the
date of such termination or such longer period as may be
agreed between the Parties the Parties shall by arrangement
with each other remove any of the User's Equipment and NGC
Assets on the other Party's land.
25. DECOMMISSIONING
If notice to Decommission is given by the User under Clause
23 the User may upon expiry of the period specified in such
notice and not before, Decommission the User's Equipment.
This Supplemental Agreement shall not terminate and:-
(i) until the end of the Financial Year in which the
Decommissioning takes place all Connection Charges and Use
of System Charges payable by the User under this
Supplemental Agreement shall continue to be payable in full;
and
(ii) following the end of the Financial Year in which the
Decommissioning takes place the Use of System Charges
payable by the User under this Supplemental Agreement shall
no longer be payable by the User but the Connection Charges
so payable shall continue to be payable.
If and when the User wishes to recommission it shall give
NGC not less than 3 months written notice unless a shorter
period is agreed between the User and NGC.
26. MASTER AGREEMENT
The provisions of Clauses 18 to 24 and 26 to 30 inclusive of
the Master Agreement shall apply to this Supplemental
Agreement as if set out in full herein.
27. VARIATIONS
No variation to this Supplemental Agreement shall be
effective unless made in writing and signed by or on behalf
of both NGC and the User. NGC and the User shall effect any
amendment required to be made to this Supplemental Agreement
by the Director as a result of a change in the Transmission
Licence or an order or directions made pursuant to the Act
or a Licence or as a result of settling any of the terms
hereof and the User hereby authorises and instructs NGC to
make any such amendment on its behalf and undertakes not to
withdraw, qualify or revoke such authority or instruction at
any time.
IN WITNESS WHEREOF the hands of the duly authorised
representatives of the parties hereto at the date first
above written
THE NATIONAL GRID COMPANY PLC )
By
)
[the USER] )
By
)
APPENDIX A
NGC's ASSETS/CONNECTION SITE
COMPANY:
CONNECTION SITE:
TYPE:
NGC ASSETS:
QUANTITY VOLTAGE DESCRIPTION
AGE (Years)
SCHEMATIC DIAGRAM:
AREA:
APPENDIX B
CONNECTION CHARGES/PAYMENT
1) CONNECTION CHARGES:
COMPANY:
CONNECTION SITE:
TYPE:
CHARGES: pounds for the period from
1st April 1990 to 31st
March 1991 and thereafter as
determined in accordance
with the Charging Rules.
2) PAYMENT:
The Charges shall be payable in 12 equal monthly instalments
as
specified in Clause 14 of the Master Agreement.
APPENDIX C
ZONE/REGISTERED CAPACITY/PEAK HALF-HOURS/ESTIMATED DEMAND
COMPANY:
GRID SUPPLY POINT/
CONNECTION SITE:
ELECTRICAL LOCATION OF ENERGY METERING
EQUIPMENT MEASURING STATION DEMAND:
ZONE:
a. GENERATION:
REGISTERED
SET TYPE/FUEL CAPACITY MW
b. In the Financial Year 1st April 1990 to 31st March 1991
NGC's Demand related Use of System charges shall be
calculated by reference to the Demand attributable to the
User at the Grid Supply Point identified above in relation
to the 3 half-hours of peak Demand (Active Power) occurring
on the 3 days of peak Demand (Active Power) which occur in
the period from 1st November 1990 to 28th February 1991 and
are at least 10 days apart.
c. In the Financial Year 1st April 1990 to 31st March 1991
NGC's generation related Use of System Charges shall be
calculated by reference to the highest Registered Capacity
during such Financial Year and the Energy produced.
d. ESTIMATED DEMAND for the period between 1 April 1990 and
31st March 1991 and thereafter as notified in accordance
with the Charging Rules.
_______________MW
APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT
Company:
Location:
1) TYPE OF CHARGE: SYSTEM SERVICE
A. Demand Related
pounds__________ in respect of the period from 1st April
1990 to 31st March 1991 payable in 12 equal monthly
instalments subject to adjustment in accordance with the
Charging Rules.
Note: based upon a charge of pounds______ per KW and _____KW of
Estimated Demand as set out in Appendix C.
2) TYPE OF CHARGE: INFRASTRUCTURE
A. Demand Related
pounds___________in respect of the period from 1st April
1990 to 31st March 1991 payable in 12 equal monthly
instalments subject to adjustments in accordance with the
Charging Rules.
Note: based upon a charge of pounds_____ per KW and ______KW of
Estimated Demand as set out in Appendix C.
B. Capacity Related
Pounds___________ in respect of the period from 1st April
1990 to 31st March 1991 payable in 12 equal monthly
instalments subject to adjustment in accordance with the
Charging Rules based upon a charge of _____ pounds per KW
Registered Capacity and _____KW being the Registered
Capacity as set out in Appendix C.
C. Energy Related
_____ pounds per Kwh in respect of each Kwh of Energy entering
the Total System in the period from 31st March 1990 to 31st
March 1991 payable as described in Clause 14 of the Master
Agreement.
Payment shall be made in accordance with Clause 14 of the Master
Agreement.
APPENDIX E
CHARGING RULES
1. Use of System Charges - General and Data Requirements
1.1 NGC's Demand related Use of System Charges are calculated by
reference to Demand (Active Power) attributable to each Grid
Supply Point excluding that Demand (Active Power) met by
embedded Generating Units which is to be paid for otherwise
than pursuant to the Pooling and Settlement Agreement.
1.2 Data Requirements
1.2.1 On or before 31st December in each Financial Year the
User shall supply NGC with such data as NGC may from time to
time reasonably request to enable NGC to calculate the
Connection Charges and/or Use of System Charges due from the
User to NGC in respect of the Connection Site including the
data specified in Appendix C.
1.2.2 On or before 31st December in each Financial Year,
(i) Users who are Public Electricity Suppliers shall supply to
NGC a forecast for the following Financial Year of the
following:-
(a) the Natural Demand attributable to each Grid Supply Point
equal to the average of the forecasts of Natural Demand
under Annual Average Cold Spell (ACS) Conditions
attributable to such Grid Supply Point for each of a number
of peak half-hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E; and
(b) the PES Supply Business Demand attributable to each Grid
Supply Point equal to the average of the forecasts of PES
Supply Business Demand under Annual Average Cold Spell (ACS)
Conditions attributable to such Grid Supply Point for each
of a number of peak half-hours as notified by NGC to the
User under paragraph 2.1 of this Appendix E.
(ii) Users who are Second Tier Suppliers shall supply to NGC a
forecast for the following Financial Year of the STS Demand
under Annual Average Cold Spell (ACS) Conditions
attributable to each Grid Supply Point equal to the average
of the forecasts of STS Demand attributable to such Grid
Supply Point for each of a number of peak half-hours as
notified by NGC to the User under paragraph 2.1 of this
Appendix E.
(iii) Users who are Generators shall supply to NGC a forecast
for the following Financial Year of the Station Demand
(Active Power) under Annual Average Cold Spell (ACS)
Conditions attributable to each Grid Supply Point equal to
the average of the forecasts of such Station Demand (Active
Power) attributable to such Grid Supply Point for each of a
number of peak half-hours as notified by NGC to the User
under paragraph 2.1 of this Appendix E.
1.3 Annual Adjustment
1.3.1 NGC's Demand related Use of System Charges shall be
calculated on the basis of actual Demand (Active Power)
attributable to each User at each Grid Supply Point for each
of a number of peak half hours as notified by NGC to the
User under paragraph 2.1 of this Appendix E.
1.3.2 On or before 1st March each Financial Year NGC shall:-
(i) determine from meter readings of Energy Metering Equipment
the actual Demand (Active Power) attributable to each User
at each Grid Supply Point for each of the Number of Peak
Half Hours applicable during such Financial Year; and
(ii) shall compare the User's highest Registered Capacity during
such year with the Registered Capacity used when estimating
the charges due during such Financial Year;
1.3.3 NGC shall then promptly calculate on the basis of the
actual position determined in accordance with paragraph
1.3.2 the amount of Demand related or Capacity related Use
of System Charges (as the case may be) that would have been
payable by the User under this Supplemental Agreement during
each month during that Financial Year if they had been
calculated on the basis of that of the actual position (the
"Actual Amount"). NGC shall then compare the Actual Amount
with the amount of Demand related or Capacity related Use of
System Charges (as the case may be) paid during each month
during that Financial Year by the User under this
Supplemental Agreement (the "Notional Amount").
1.3.4 NGC shall then prepare a reconciliation statement and
send it to the User. Such statement shall specify the
Actual Amount and the Notional Amount for each month during
the relevant Financial Year and, in reasonable detail, the
information from which such amounts were derived and the way
in which they were calculated.
1.3.5 Together with the reconciliation statement NGC shall
send the User an invoice in relation to any sums shown by
the reconciliation statement to be due to NGC and interest
thereon calculated pursuant to paragraph 1.3.6 below.
Forthwith following receipt of any reconciliation statement
the User shall send to NGC an invoice in relation to any sum
shown by the reconciliation statement to be due to the User
and interest thereon calculated pursuant to paragraph 1.3.6
below. Such invoices shall be payable on or before 31st
March in such Financial Year.
1.3.6 In respect of each month during that Financial Year:-
(a) the User shall, following receipt of an appropriate invoice,
pay to NGC an amount equal to the amount (if any) by which
the Actual Amount exceeds the Notional Amount; and
(b) NGC shall, following receipt of an appropriate invoice,
repay to the User an amount equal to the amount (if any) by
which the Notional Amount exceeds the Actual Amount.
Interest shall be payable by the paying Party to the other
on such amounts from the Payment Date applicable to the
month concerned until the date of actual payment of such
amounts (which shall not be later than 31st March in such
Financial Year). Such interest shall be calculated on a
daily basis at the rate equal to the base rate of Barclays
Bank PLC for the time being and from time to time during
such period.
2. Revision of Charges
2.1 To the extent permitted by the Transmission Licence NGC may
revise its Connection Charges and Use of System Charges or
the basis of their calculation including issuing revisions
to Appendices B, C and D hereto. On or before 31st October
in each Financial Year NGC shall notify the User of the
intended basis of calculation to be used by NGC in the
following Financial Year (including the number and timing of
peak half-hours if any to be used when calculating Demand
related infrastructure charges) and shall consult with the
User concerning the same. On or before 30th November in
each Financial Year NGC shall confirm to the User the basis
of calculation to be used in the following Financial Year.
NGC shall give the User not less than 2 months prior written
notice of any revised charges, including revisions to
Appendices B, C and D hereto, which notice shall specify the
date upon which such revisions become effective (which may
be at any time). The User shall pay any such revised
charges and Appendix B, C and/or D as appropriate shall be
amended automatically (and a copy sent to the User) to
reflect any changes to such Appendices with effect from the
date specified in such notice.
2.2 The User acknowledges that NGC will establish a new asset
register during the course of the Financial Year ending 31st
March 1991. As a result, NGC shall have the right to vary
the asset allocation reflected in Appendix A upon giving not
less than 2 months prior written notice to the User provided
that:-
(a) NGC has first consulted the User in advance in good
faith, including informing the User of the nature of the
reallocation insofar as it materially affects the Connection
Site and indicating the likely implications for the User of
such reallocation; and
(b) the principles of asset allocation are those set out in
the statements required by Condition 10(2)D of the
Transmission Licence, the form of which as has been approved
by the Director.
Such asset reallocation shall be effective from 1st April
1991 and the provisions of Appendices A and B shall be
amended automatically (and a copy sent to the User) to
reflect such reallocation with effect from such date.
2.3 Subject to the provisions of paragraph 3.2 below if in the
reasonable opinion of NGC any development, replacement,
renovation, alteration, construction or other work to the
NGC Transmission System means that NGC needs to vary the
Connection Charges payable by the User in relation to the
Connection Site NGC shall have the right to vary such
charges accordingly upon giving to the User not less than 2
months prior written notice. Such notice shall be deemed to
be a revised Connection Offer and before any such variation
become effective the provisions of Sub- Clauses 11.2 and
11.4 shall apply mutatis mutandis. Following any such
variation the provisions of Appendices A and B shall be
amended automatically (and a copy sent to the User) to
reflect such variation with effect from the date such
variation comes into effect.
3. Replacement of NGC Assets
3.1 Appendix A specifies the age of each of the NGC Assets at
the Connection Site at the date of this Supplemental
Agreement. NGC Connection Charges and Use of System Charges
are calculated on the assumption that NGC Assets will not
require replacement until the expiry of the Replacement
Period applicable to each NGC Asset concerned. Such
Replacement Periods have been agreed between NGC and the
User. For the avoidance of doubt, they have been prepared
for accounting purposes and carry no implication that they
represent the actual useful lives of such assets.
3.2 Where in NGC's reasonable opinion an NGC Asset requires
replacement before the expiry of its Replacement Period NGC
shall, with the prior written approval of the User (except
where in NGC's reasonable opinion such replacement is
necessary, in which case such approval shall not be required
but in such case the User shall have the right to give
notice to Disconnect) have the right to replace the NGC
Asset at no additional cost to the User until expiry of its
original Replacement Period. Upon the expiry of such
original Replacement Period NGC shall be entitled to vary
the Connection Charges in respect of the replaced NGC Asset
so that they are calculated on the basis of the then current
Net Asset Value of such NGC Assets. NGC shall give the User
not less than 2 months prior written notice of such varied
charges which notice shall specify the date upon which such
increase becomes effective. The User shall pay such varied
charges and Appendices A and B shall be amended
automatically (and a copy sent to the User) to reflect such
revised charges with effect from the date specified in such
notice.
3.3 Upon the expiry of the Replacement Period of any NGC Asset,
NGC shall replace such NGC Asset if requested to do so by
the User of if in NGC's reasonable opinion it is necessary
to do so to enable NGC to comply with its Licence
obligations. Unless so replaced, NGC shall keep the NGC
Asset in service. In the event that it is left in service
the User shall pay Connection Charges in respect of such NGC
Asset calculated by reference to Net Asset Value derived
from a revaluation of the asset by NGC (which in the
reasonable opinion of NGC, taking into account the
depreciation already paid over the lifetime of that asset,
reflects the then expected life expectancy of the asset plus
capitalised renovation or refurbishment costs). Upon any
such replacement NGC shall be entitled to vary the
Connection Charges in respect of the replaced NGC Asset so
that they are calculated on the basis of the then current
Net Asset Value of such NGC Asset. NGC shall give the User
not less than 2 months prior written notice of such varied
charges which notice shall specify the date upon which such
increase becomes effective. The User shall pay such varied
charges and Appendices B and D shall be amended
automatically (and a copy sent to the User) to reflect such
revised charges with effect from the date notified to the
User by NGC.
4. Termination Amounts
4.1 Until the end of the Financial Year in which the termination
occurs the User shall pay to NGC the Connection Charges and
Use of System Charges for which the User is liable in full.
Where the User has a Connection Site the User shall at the
end of such Financial Year pay to NGC a sum equal to the
following:-
(i) the then current Net Asset Value of the NGC Assets at
the Connection Site in question; and
(ii) a sum equal to the reasonable cost of removing such NGC
Assets.
4.2 Where a Termination Amount is paid to NGC under this
Agreement and subsequently NGC uses the NGC Assets at the
same or another Connection Site and renders and receives a
Connection Charge therefor NGC shall pay to the User the Net
Asset Value component of the Termination Amount less
reasonable maintenance and storage costs. NGC shall use its
reasonable endeavours to re-use such NGC Assets where it is
economic to do so. Upon request and at the cost of the
User, NGC shall issue a certificate no more frequently than
once each calendar year indicating whether or not such NGC
Assets have or have not been so re-used.
5. Variation of Charges by NGC during the Financial Year
If NGC is notified of a reduced Demand forecast by a PES or
STS from the forecast submitted under paragraph 1.2 of this
Appendix and is also notified of a corresponding increase in
such a Demand forecast by another PES or STS NGC shall vary
the Use of System charges due from the User notifying the
reduction such that the charges payable reflect the revised
forecast within 30 days of receipt of the 2 notices. NGC
shall vary or commence charging as the case may be the Use
of System charges due from the User notifying the increase
with effect from the date that the increase becomes
effective. Save where NGC receives 2 corresponding
notifications there shall unless NGC decides otherwise be no
variation of charges downwards during the Financial Year to
cover this eventuality and reconciliation shall be effected
pursuant to paragraph 1.3 of this Appendix.
6. Deductions
In respect of any NGC Engineering Charges which have been
paid by the User in connection with a Connection Application
or under Sub-Clause 2.3 of the Supplemental Agreement Type 2
NGC shall reduce the amount of Connection Charges payable by
the User in relation to the respective Connection Site on
1st April in each of the first 3 years of the payment of
such Connection Charges by an amount equal on each occasion
to one third of such NGC Engineering Charges.
APPENDIX F1
SITE SPECIFIC TECHNICAL CONDITIONS
Agreed Ancillary Services
[Black Start Capability
Gas Turbine Unit Fast Start
Synchronous Compensation
Pumped Storage Unit Spinning-in-Air
Pumped Storage
Pumped Storage Plant Fast Start from Standstill
Demand Reduction
Adjustment to Pumped Storage Unit Pumping Programme
Hot Standby]
APPENDIX F2
(NOT USED)
APPENDIX F3
SITE SPECIFIC TECHNICAL CONDITIONS
Special Automatic Facilities
(a) NGC Transmission System to Generating Unit
Intertripping
schemes.
(b) NGC Transmission System to Demand Intertripping
schemes.
(c) NGC Transmission System to Directly Connected Customers
Intertripping Schemes.
(d) Auto open/close schemes.
(e) System splitting or islanding schemes which impact on
the
User's system or plant.
APPENDIX F4
SITE SPECIFIC TECHNICAL CONDITIONS
Protection and Control Relay Settings/Fault Clearance
Times
Pro-formas attached
APPENDIX F5
SITE SPECIFIC TECHNICAL CONDITIONS
(1) Protection of Interconnecting Connection
This applies if the User is a Generator or a Supplier. The
term "interconnecting connection" means the primary
conductors from the current transformer accommodation on the
circuit transformer accommodation on the circuit side of
the circuit breaker to the Connection Point.
NGC will design the protection scheme for the
Interconnecting Connections at the New Connection Site after
the Construction Programme has commenced. In order to
provide the required dependability and setting the User will
be required to install relays and auxiliary components for
the User circuits which are compatible with those used by
NGC. NGC will provide the common and per zone equipment.
The User shall:-
(a) provide the per circuit equipment specified below.
[NGC to propose - parties to agree]
(b) provide AC and Dc buswiring including back trip
buswires, specified below.
[NGC to propose - parties to agree}
(c) the CT characteristics required of the above buswiring
are set out below.
[NGC to propose - parties to agree]
(2) Circuit breaker fail protection
If the User is a Generator.
(a) The User shall install the circuit breaker fail
protection equipment specified below.
[NGC to propose - parties to agree]
(b) The User will also provide a back-trip signal in the
event of a loss of air from its pressurised head circuit-
breakers during the Users run-up sequence.
(3) Pole Slipping
The User shall fit pole-slipping protection complying with
the performance of criteria specified below.
[NGC to propose - parties to agree]
(4) Fault Disconnection Facilities
If the User is a PES or Non-Embedded Customer and no NGC
circuit-breaker is provided at the Users connection voltage
the User shall provide NGC with the means of tripping all of
the Users circuit breakers necessary to isolate faults or
system abnormalities on the NGC Transmission System. In
these circumstances for faults on the Users System, the
Users protection should also trip higher voltage NGC circuit
breakers. These tripping facilities shall comply with
requirements set out below.
[NGC to propose - parties to agree]
(5) Automatic Switching Equipment
If the User is a PES or Non-embedded Customer only and if
automatic reclosure of NGC circuit-breakers is required
following faults on the Users System the User shall provide
automatic switching equipment for reclosure of NGC circuit-
breakers following faults on the Users System. This
equipment shall be designed in accordance with the
requirements set out below.
[NGC to propose - parties to agree]
(6) Control Arrangements
If the User is a Generator: The User shall install a
continuously-acting automatic excitation control system to
control the Generating Unit terminal voltage without
instability over the entire operating range of the
Generating Unit. System requirements for excitation control
facilities including power system stabilisers are set out
below.
[NGC to propose - parties to agree]
(7) Control Telephony
The User shall provide the control Telephony specified
below.
[NGC to propose - parties to agree]
(8) System Monitoring
The voltage and current signals for system monitoring
purposes to be provided by the User at the sole expense of
NGC are set out below:-
[NGC to specify: these will consist only of
signals from the User's current transformer
and voltage transformer in the manner and
from the locations set out here]
(9) Operational Metering
The User shall provide the operational metering set out
below.
[NGC to propose - parties to agree]
APPENDIX F6
SITE SPECIFIC TECHNICAL CONDITIONS
Metering
1.1 Operator
Where the Connection Site is a Grid Supply Point, and the
User is or will be Registrant in relation to the Energy
Metering Equipment required by the Pooling and Settlement
Agreement at the Grid Supply Point and/or at the bulk supply
point(s) which are related to that Grid Supply Point, NGC
shall install and be the Operator of all such Energy
Metering Equipment from the Transfer Date until the FMS Date
and thereafter:-
1.1.1 NGC may resign as Operator of such Energy Metering
Equipment on giving no less than 12 months' notice in
writing; and
1.1.2 the User may remove NGC as Operator upon giving no
less than 12 months' notice in writing.
Provided that where the User agrees to become owner of any
such Energy Metering Equipment NGC may resign as Operator
upon such transfer of ownership and shall agree such terms
shall be reasonably necessary to enable the User to perform
its obligations as Operator of such Energy Metering
Equipment.
1.2 Charges
NGC shall recover its charges for acting as Operator of any
Energy Metering System which is an NGC Asset charged for
under this Supplemental Agreement as part of such charges.
Where NGC acts as Operator of any other Energy Metering
System owned by NGC for which the User is Registrant NGC
shall charge and the User shall pay such amount which is
reasonable in all the circumstances.
1.3 Interference
The User shall ensure that its employees, agents and
invitees will not interfere with any Energy Metering
Equipment in respect of which NGC is Operator or the
connections to such Energy Metering Equipment, without the
prior written consent of NGC (except to the extent that
emergency action has to be taken to protect the health and
safety of persons or to prevent serious damage to property
proximate to the Energy Metering Equipment or to the extent
that such action is authorised under the Master Agreement or
any other agreement between NGC and the User).
1.4 Pulse data
The User shall have the right to collect and record pulses
from the meters comprised in the Energy Metering System(s)
at the Connection Site. NGC shall give the User access in
accordance with the Interface Agreement to collect and
record such pulses and to install and maintain such lines
and equipment as may be reasonably necessary therefor.
APPENDIX G
NGC ASSET WORKS
APPENDIX H
NGC REINFORCEMENT WORKS
APPENDIX I
USERS WORKS
APPENDIX J
CONSTRUCTION PROGRAMME
APPENDIX K
LIQUIDATED DAMAGES
APPENDIX L
INDEPENDENT ENGINEER
EXHIBIT 3
DATED 30th March 1990
THE NATIONAL GRID COMPANY PLC ( I )
and
[ ] (2)
SUPPLEMENTAL AGREEMENT TYPE 3
(for Generators with Embedded Generating Plant or
Small Independent Generating Plant and who are acting in that
capacity and who are passing power on to a Distribution System
through a connection with a Distribution System Commissioned
at the Transfer Date)
CONTENTS
Clause Title
1 Definitions, Interpretation, Construction
2 Right to Use the NGC Transmission System
3 The Site of Connection to the Distribution System
4 Use of System Charges
5 Charging Rules
6 Ancillary Services
7 (Clause deleted)
8 Other Site Specific Technical Conditions
9 Metering
10 Joint System Incidents
11 Term
12 Emergency Deenergisation
13 Deenergisation and Disconnection
14 Notice to Decommission or Disconnect
15 Disconnection
16 Decommissioning
17 Master Agreement
18 Variations
Appendix A Site of Connection
Appendix B
Appendix C Location of Generation/Demand
Appendix D Use of System Charges/Payment
Appendix E Charging Rules
Appendix F1 Site Specific Technical Conditions - Ancillary Services
Appendix F2 (Not used)
Appendix F3 Site Specific Technical Conditions - Special Automatic Facilities
Appendix F4 Site Specific Technical Conditions - Metering
THIS SUPPLEMENTAL AGREEMENT is made the 30th day of March 1990
and becomes effective on the 31st day of March 1990
BETWEEN
(1) THE NATIONAL GRID COMPANY PLC a company registered in England
with number 2366977 whose registered office is at National Grid
House, Sumner Street, London SE I 9JU ("NGC" which expression
shall include its successors and/or permitted assigns); and
(2) [ ] a company registered in [ ] with number [ ] whose
registered office is at [ ] (the "User" which expression shall
include its successors and/or permitted assigns
WHEREAS
(A) NGC and the User are parties to a Master Connection and Use
of System Agreement dated [ ] ("Master Agreement").
(B) This Supplemental Agreement is entered into pursuant to the
terms of the Master Agreement and shall be read as being governed
by them.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS. INTERPRETATION AND CONSTRUCTION
1. 1 General
Unless the subject matter or context otherwise requires or is
inconsistent therewith terms and expressions defined in Schedule
2 to the Master Agreement have the same meanings, interpretations
or constructions in this Supplemental Agreement.
2. RIGHT TO USE THE NGC TRANSMISSION SYSTEM
2.1 Subject to the other provisions of this Agreement including
the provisions of the Grid Code, the User may transmit supplies
of power on to and/or take supplies of power from the NGC
Transmission System as the case may be.
2.2 Registered Capacity
The User if a Generator shall not operate its User's Equipment
such that any of it exceeds its Registered Capacity save as
expressly permitted and instructed pursuant to the Grid Code or
the Fuel Security Code or as may be necessary or expedient in
accordance with Good Industry Practice.
2.3 Data
Data of a technical or operational nature collected recorded or
otherwise generated pursuant to this Supplemental Agreement shall
be deemed data lodged pursuant to the Grid Code to the extent
that the Grid Code makes provision therefor.
2.4 Subject to the other provisions of this Agreement and the
Grid Code, NGC shall accept into the NGC Transmission System
Active Power generated by the User up to the Maximum Export
Capacity except to the extent (if any) that NGC is prevented from
doing so by transmission constraints which could not be avoided
by the exercise of Good Industry Practice by NGC.
2.5 Subject to the provisions of the Grid Code each Party shall
be entitled to plan and execute
outages of parts of its System or Plant or Apparatus at any time
and from time to time.
2.6 Provision of Data
The majority of the data required under the Grid Code has been
supplied by the User prior to the Transfer Date. However, in
respect of the following data required under the Planning Code of
the Grid Code it is agreed that the User need only supply it
under the Grid Code within one year of the Transfer Date, unless
NGC requests it in writing before the expiry of that period, in
which case the User from whom the data is requested must supply
it within six weeks of receiving that request, except in the case
of the data referred to in PCA 5.3.1(g) which need only be
supplied within three months of receiving that request. The data
to which this clause applies is that referred to in the following
paragraphs of the Planning Code:-
PCA 2.3
PCA 4.3.7
PCA 4.3.9
PCA 5.2.1
PCA 5.2.2
PCA 5.3.1 (g)
NGC shall also be able to request a User in writing at any time
to supply to NGC any data under the Planning Code which it should
have supplied to NGC prior to the Transfer Data, but which it did
not supply, and the User must supply that data upon receiving
that request.
3. THE SITE OF CONNECTION TO THE DISTRIBUTION SYSTEM
The Site of connection to the Distribution System to which this
Supplemental Agreement relates is more particularly described in
Appendix A.
4. USE OF SYSTEM CHARGES
Subject to the provisions of Clause 5 of this Supplemental
Agreement the User shall with effect from the commencement of
this Supplemental Agreement pay to NGC the Use of System Charges
set out in Appendix D payable in accordance with the provisions
of Appendix E.
5. CHARGING RULES
The provisions of the Charging Rules set out in Appendix E to
this Supplemental Agreement shall apply.
6. ANCILLARY SERVICES
The User shall provide the Agreed Ancillary Services set out in
Appendix F1 in accordance with the Grid Code.
7. GRID CODE NON-COMPLIANCE
(Clause deleted)
8. OTHER SITE SPECIFIC TECHNICAL CONDITIONS
8.1 NGC and the User shall operate respectively the NGC
Transmission System and the User System with the special
automatic facilities and schemes set out in Appendix F3.
8.2 If the User or NGC wishes to modify, alter or otherwise
change the site specific technical conditions or the manner of
their operation under Appendix Fl, F2, F3 or F4 this shall be
deemed to be a Modification for the purposes of the Master
Agreement.
8.3 Where on or immediately prior to the Transfer Date the Users
Equipment has any of the following technical attributes or
facilities:-
(i) control arrangements
(ii) voltage and current signals for system monitoring
(iii) control telephony
(iv) operational metering
the User shall use all reasonable endeavours to ensure that
during the period of this Supplemental Agreement the Users
Equipment retains such technical attributes or facilities
provided always that if the User wishes to modify alter or
otherwise change the same or their operation it may do so by
following the procedures relating to a Modification in accordance
with the Master Agreement.
9. METERING
The provisions of Appendix F4 shall have effect.
10. JOINT SYSTEM INCIDENTS
Each Party confirms to the other that its Senior Management
Representatives whose names have been nominated and notified to
the other pursuant to OC9 are fully authorised to make binding
decisions on its behalf for the purposes of OC9.
11. TERM
Subject to the provisions for earlier termination set out herein
and in Clause 17 of the Master Agreement, this Supplemental
Agreement shall continue until the User's Equipment is
Disconnected from the Distribution System in accordance with
Clause 13 or 15 hereof.
12. EMERGENCY DEENERGISATION
12.1 Emergence Deenergisation requested by NGC:
If, in the reasonable opinion of NGC, the condition or manner of
operation of the NGC Transmission System or the User's System
poses an immediate threat of injury or material damage to any
person or to the Total System or to any User's System or to the
NGC Transmission System, NGC shall have the right to request the
owner of the Distribution System to which the User is connected
to Deenergise the User's Equipment if it is necessary or
expedient to do so to avoid the occurrence of such injury or
damage.
12.2 Emergency Deenergisation by a User
If, in the reasonable opinion of the User, the condition or
manner of operation of the NGC Transmission System, the Total
System or any other User's System, poses an immediate threat of
injury or material damage to any person or to the User's System
the User shall have the right to Deenergise the User's Equipment
if it is necessary or expedient to do so to avoid the occurrence
of such injury or damage.
12.3 Reenergisation:
The User's Equipment at the Connection Site shall be Re-Energised
as quickly as practicable after the circumstances leading to any
Deenergisation under this Clause 12 have ceased to exist.
13. DEENERGISATION AND DISCONNECTION
13.1 Breach by the User
If the User shall be in breach of any of the provisions of this
Supplemental Agreement or of the provisions of the Master
Agreement enforcing the provisions of the Grid Code (but subject
always to Sub-Clauses 9.3 and 9.4 of the Master Agreement) and
such breach causes or can reasonably be expected to cause a
material adverse effect on the business or condition of NGC or
other Users or the NGC Transmission System or Users Systems then
NGC may:-
(i) where the breach is capable of remedy, give written notice
to the User specifying in reasonable detail the nature of the
breach and requiring the User within 28 days after receipt of
such notice to remedy the breach or within any longer period
agreed between NGC and the User, the agreement of NGC not to be
unreasonably withheld or delayed; or
(ii) where the breach is incapable of remedy, give written
notice to the User specifying in reasonable detail the nature of
the breach and the reasons why the breach is incapable of remedy
and requiring the User within 5 Business Days after receipt of
such notice to undertake to NGC not to repeat the breach.
13.2 Grid Code Procedures
Whenever NGC serves a notice on the User pursuant to Sub-Clause
13.1, NGC and the User shall discuss in good faith and without
delay the nature of the breach and each shall use all appropriate
procedures available to it under the Grid Code (including testing
rights and the procedures set out in the OC5 (Testing and
Monitoring) in an attempt to establish as quickly as reasonably
practicable a mutually acceptable way of ensuring future
compliance by the User with the relevant provision of the Grid
Code.
13.3 De-Energisation
13.3.1 If:-
(a) the User fails to comply with the terms of any valid notice
served on it by NGC in accordance with Sub-Clause 13.1(i) or is
in breach of any undertaking given in accordance with Sub-Clause
13.1 (ii) and such breach causes or can be reasonably expected to
cause a material adverse effect on the business or condition of
NGC or other Users or the NGC Transmission System or User
Systems; or
(b) five Business Days have elapsed since the date of any valid
notice served on the User in accordance with Sub-Clause 13.2(ii)
and no undertaking is given by the User in accordance with
Sub-Clause 13.2(ii);
NGC may, provided NGC has first complied with OC5 Testing and
Monitoring if appropriate, request the owner of the Distribution
System to which the User is connected to De-Energise the User's
Equipment upon the expiry of at least 48 hours prior written
notice to the User, provided that at the time of expiry of such
notice the breach concerned remains unremedied and that neither
Party has referred the matter to the Dispute Resolution Procedure
set out in Clause 27 of the Master Agreement. In such event NGC
may request the owner of the Distribution System to which the
User is connected to De-Energise forthwith following completion
of the Dispute Resolution Procedure and final determination of
the dispute in NGC's favour.
13.3.2 If the User fails to comply with the Grid Code and the
Director makes a final order or a confirmed provisional order as
set out in Sections 25 and 26 of the Act against the User in
respect of such non-compliance which order the User breaches NGC
may request the owner of the Distribution System to which the
User is connected to De-Energise the User's Equipment upon the
expiry of at least 48 hours prior written notice to the User
provided that at the time of expiry of the notice the User fails
to comply with the order.
13.4 NGC Transmission Licence
If a breach of the nature referred to in Sub-Clause 13.1
continues to the extent that it places or seriously threatens to
place in the immediate future NGC in breach of the NGC
Transmission Licence, NGC may request the owner of the
Distribution System to which the User is connected to De-Energise
the User's Equipment upon the expiry of at least 12 hours prior
written notice to the User, provided that at the time of expiry
of such notice the breach concerned remains unremedied.
13.5 Re-Energisation Disputes
If, following any De-Energisation pursuant to this Clause 13, the
User applies to NGC for NGC to issue instructions that the User's
Equipment should be Re-Energised and is refused or is offered
terms which the User does not accept, this shall be recognised as
a dispute over the terms for connection and use of system which
the User may refer to the Director for determination under the
NGC Transmission Licence. If the User accepts any terms offered
by NGC or settled by the Director pursuant to any such reference,
NGC shall request the owner of the Distribution System to which
the User is connected to Re-Energise the User's Equipment
forthwith after any request from the User for NGC to do so.
13.6 Event of Default
If the breach which led to any De-Energisation pursuant to this
Clause 13 remains unremedied at the expiry of at least 6 months
after the date of such De-Energisation, NGC may declare by notice
in writing to the User that such breach has become an event of
default provided that: -
(a) all disputes arising out of the subject-matter to this
Clause 13 which are referred to the Dispute Resolution Procedure
have then been finally determined in favour of NGC; and
(b) any reference to the Director pursuant to sub-clause 13.5
has then been finally determined in favour of NGC or any terms
settled by the Director pursuant to such application have not
been accepted by the User.
13.7 Disconnection
Once NGC has given a valid notice of an event of default pursuant
to Sub-Clause 13.6 NGC may give
notice of termination to that User whereupon this Supplemental
Agreement shall terminate and:
(i) NGC shall request the owner of the Distribution System to
which the User is connected to Disconnect all the User's
Equipment at the site of connection; and
(ii) that User shall be obliged to pay to NGC forthwith the Use
of System Charges due hereunder up to the end of the Financial
Year in which Termination occurs.
14. NOTICE TO DECOMMISSION OR DISCONNECT
Without prejudice to Sub-Clause 12.2 the User shall give to NGC
not less than 6 months written notice of any intention of the
User either to Decommission the User's Equipment or to Disconnect
the User's Equipment.
15. DISCONNECTION
If notice to Disconnect is given by the User under Clause 14 the
User may upon expiry of the period specified in such notice and
not before Disconnect the User's Equipment. At the expiry of
such period this Supplemental Agreement shall terminate. The User
shall pay to NGC all Use of System Charges due hereunder up to
the end of the Financial Year in which termination occurs within
28 days after termination of this Agreement.
16. DECOMMISSIONING
If notice to Decommission is given by the User under Clause 14
the User may upon expiry of the period specified in such notice
and not before, Decommission the Users Equipment. This
Supplemental Agreement shall not terminate and:-
(i) until the end of the Financial Year in which the
Decommissioning takes place all Use of System Charges payable by
the User under this Supplemental Agreement shall continue to be
payable in full.
(ii) following the end of the Financial Year in which the
Decommissioning takes place the Use of System Charges payable by
the User under this Supplemental Agreement shall no longer be
payable by the User If and when the User wishes to recommission
it shall give NGC not less than 3 months written notice unless a
shorter period is agreed between NGC and the User.
17. MASTER AGREEMENT
The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the
Master Agreement shall apply to this Supplemental Agreement as if
set out in full herein.
18. VARIATIONS
No variation to this Supplemental Agreement shall be effective
unless made in writing and signed by or on behalf of both NGC and
the User. NGC and the User shall effect any amendment required to
be made to this Supplemental Agreement by the Director as a
result of a change in the Transmission Licence or an order or
directions made pursuant to the Act or a Licence or as a result
of settling any of the terms hereof and the User hereby
authorises and instructs NGC to make any such amendment on its
behalf and undertakes not to, withdraw, qualify or revoke such
authority or instruction at any time.
IN WITNESS WHEREOF the hands of the duly authorised
representatives of the parties hereto at the date first above
written
THE NATIONAL GRID COMPANY PLC )
By )
[the USER] )
By )
APPENDIX A
SITE OF CONNECTION
COMPANY
SITE OF CONNECTION :
OWNER/OPERATOR OF DISTRIBUTION SYSTEM:
TYPE:
APPENDIX B
(NOT USED)
APPENDIX C
ZONE/REGISTERED CAPACITY/ PEAK HALF-HOURS/ESTIMATED DEMAND
COMPANY :
GRID SUPPLY POINT/
CONNECTION SITE:
ELECTRICAL LOCATION OF ENERGY METERING
EQUIPMENT MEASURING STATION DEMAND:
ZONE:
a. GENERATION:
SET TYPE/FUEL REGISTERED CAPACITY MW
b. In the Financial Year 1st April 1990 to 31st March 1991 NGC's
Demand related Use of System charges shall be calculated by
reference to the Demand attributable to the User at the Grid
Supply Point identified above in relation to the 3 half-hours of
peak Demand (Active Power) occurring on the 3 days of peak Demand
(Active Power) which occur in the period from 1st November 1990
to 28th February 1991 and are at least 10 days apart.
c. In the Financial Year 1st April 1990 to 31st March 1991 NGC's
generation related Use of System Charges shall be calculated by
reference to the highest Registered Capacity during such
Financial Year and the Energy produced.
d. ESTIMATED DEMAND for the period between I April 1990 and 31st
March 1991 and thereafter as notified in accordance with the
Charging Rules.
_________________ MW
APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT
COMPANY :
LOCATION :
1) TYPE OF CHARGE: SYSTEM SERVICE
Demand related
Pounds in respect of the period from 1st April
1990 to 31st March 1991 payable in 12 equal monthly instalments
subject to adjustment in accordance with the Charging Rules.
Note: based upon a charge of pounds per KW and KW of Estimated
Demand as set out in Appendix C.
2) TYPE OF CHARGE: INFRASTRUCTURE
A. Demand related
Pounds in respect of the period from 1st April
1990 to 31st March 1991 payable in 12 equal monthly instalments
subject to adjustment in accordance with the Charging Rules.
Note: based upon a charge of pounds per KW and KW of Estimated
Demand as set out
in Appendix C.
B. Capacity Related
Pounds in respect of the period from 1st April 1990 to 31st March
1991 payable in 12 equal monthly instalments subject to
adjustment in accordance with the Charging Rules based upon a
charge of pounds per KW Registered Capacity and .... KW being the
Registered Capacity as set out in Appendix C.
C. Energy Related
pounds per KWh in respect of each KWh of Energy entering the Total
System in the period from 31st March 1990 to 31st March 1991
payable as described in Clause 14 of the Master Agreement.
Payment shall be made in accordance with Clause 14 of the Master
Agreement.
APPENDIX E
CHARGING RULES
1. Use of System Charges - General and Data Requirements
1.1 NGC's Demand related Use of System Charges are calculated by
reference to Demand (Active Power) attributable to each Grid
Supply Point excluding that Demand (Active Power) met by embedded
Generating Units which is to be paid for otherwise than pursuant
to the Pooling and Settlement Agreement.
1.2 Data Requirements
1.2.1 On or before 31st December in each Financial Year the User
shall supply NGC with such data as NGC may from time to time
reasonably request to enable NGC to calculate the Connection
Charges and/or Use of System Charges due from the User to NGC in
respect of the Connection Site including the data specified in
Appendix C.
1.2.2 On or before 31st December in each Financial Year,
(i) Users who are Public Electricity Suppliers shall supply to
NGC a forecast for the following Financial Year of the
following:-
(a) the Natural Demand attributable to each Grid Supply Point
equal to the average of the forecasts of Natural Demand under
Annual Average Cold Spell (ACS) Conditions attributable to such
Grid Supply Point for each of a number of peak half-hours as
notified by NGC to the User under paragraph 2.1 of this Appendix
E; and
(b) the PES Supply Business Demand attributable to each Grid
Supply Point equal to the average of the forecasts of PES Supply
Business Demand under Annual Average Cold Spell (ACS) Conditions
attributable to such Grid Supply Point for each of a number of
peak half-hours as notified by NGC to the User under paragraph
2.1 of this Appendix E.
(ii) Users who are Second Tier Suppliers shall supply to NGC a
forecast for the following Financial Year of the STS Demand under
Annual Average Cold Spell (ACS) Conditions attributable to each
Grid Supply Point equal to the average of the forecasts of STS
Demand attributable to such Grid Supply Point for each of a
number of peak half-hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
(iii) Users who are Generators shall supply to NGC a forecast
for the following Financial Year of the Station Demand (Active
Power) under Annual Average Cold Spell (ACS) Conditions
attributable to each Grid Supply Point equal to the average of
the forecasts of such Station Demand (Active Power) attributable
to such Grid Supply Point for each of a number of peak half-hours
as notified by NGC to the User under paragraph 2.1 of this
Appendix E.
1.3 Annual Adjustment
1.3.1 NGC's Demand related Use of System Charges shall be
calculated on the basis of actual Demand (Active Power)
attributable to each User at each Grid Supply Point for each of a
number of peak half hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
1.3.2 On or before 1st March each Financial Year NGC shall:-
(i) determine from meter readings of Energy Metering Equipment
the actual Demand (Active Power) attributable to each User at
each Grid Supply Point for each of the Number of Peak Half Hours
applicable during such Financial Year; and
(ii) shall compare the User's highest Registered Capacity during
such year with the Registered Capacity used when estimating the
charges due during such Financial Year;
1.3.3 NGC shall then promptly calculate on the basis of the
actual position determined in accordance with paragraph 1.3.2 the
amount of Demand related or Capacity related Use of System
Charges (as the case may be) that would have been payable by the
User under this Supplemental Agreement during each month during
that Financial Year if they had been calculated on the basis of
that of the actual position (the "Actual Amount"). NGC shall then
compare the Actual Amount with the amount of Demand related or
Capacity related Use of System Charges (as the case may be) paid
during each month during that Financial Year by the User under
this Supplemental Agreement (the "Notional Amount").
1.3.4 NGC shall then prepare a reconciliation statement and send
it to the User. Such statement shall specify the Actual Amount
and the Notional Amount for each month during the relevant
Financial Year and, in reasonable detail, the information from
which such amounts were derived and the way in which they were
calculated.
1.3.5 Together with the reconciliation statement NGC shall send
the User an invoice in relation to any sums shown by the
reconciliation statement to be due to NGC and interest thereon
calculated pursuant to paragraph 1.3.6 below. Forthwith following
receipt of any reconciliation statement the User shall send to
NGC an invoice in relation to any sum shown by the reconciliation
statement to be due to the User and interest thereon calculated
pursuant to paragraph 1.3.6 below. Such invoices shall be payable
on or before 31st March in such Financial Year.
1.3.6 In respect of each month during that Financial Year: -
(a) the User shall, following receipt of an appropriate invoice,
pay to NGC an amount equal to the amount (if any) by which the
Actual Amount exceeds the Notional Amount; and
(b) NGC shall, following receipt of an appropriate invoice,
repay to the User an amount equal to the amount (if any) by which
the Notional Amount exceeds the Actual Amount.
Interest shall be payable by the paying Party to the other on
such amounts from the Payment Date applicable to the month
concerned until the date of actual payment of such amounts (which
shall not be later than 31st March in such Financial Year). Such
interest shall be calculated on a daily basis at the rate equal
to the base rate of Barclays Bank PLC for the time being and from
time to time during such period.
2. Revision of Charges
2.1 To the extent permitted by the Transmission Licence NGC may
revise its Connection Charges and Use of System Charges or the
basis of their calculation including issuing revisions to
Appendices B, C and D hereto. On or before 31st October in each
Financial Year NGC shall notify the User of the intended basis of
calculation to be used by NGC in the following Financial Year
(including the number and timing of peak half-hours if any to be
used when calculating Demand related infrastructure charges) and
shall consult with the User concerning the same. On or before
30th November in each Financial Year NGC shall confirm to the
User the basis of calculation to be used in the following
Financial Year. NGC shall give the User not less than 2 months
prior written notice of any revised charges, including revisions
to Appendices B, C and D hereto, which notice shall specify the
date upon which such revisions become effective (which may be at
any time). The User shall pay any such revised charges and
Appendix B, C and/or D as appropriate shall be amended
automatically (and a copy sent to the User) to reflect any
changes to such Appendices with effect from the date specified in
such notice.
2.2 The User acknowledges that NGC will establish a new asset
register during the course of the Financial Year ending 31st
March 1991. As a result, NGC shall have the right to vary the
asset allocation reflected in Appendix A upon giving not less
than 2 months prior written notice to the User provided that:
(a) NGC has first consulted the User in advance in good faith,
including informing the User of the nature of the reallocation
insofar as it materially affects the Connection Site and
indicating the likely implications for the User of such
reallocation; and
(b) the principles of asset allocation are those set out in the
statements required by Condition 10(2)D of the Transmission
Licence, the form of which has been approved by the Director.
Such asset reallocation shall be effective from 1st April 1991
and the provisions of Appendices A and B shall be amended
automatically (and a copy sent to the User) to reflect such
reallocation with effect from such date.
2.3 Subject to the provisions of paragraph 3.2 below if in the
reasonable opinion of NGC any development, replacement,
renovation, alteration, construction or other work to the NGC
Transmission System means that NGC needs to vary the Connection
Charges payable by the User in relation to the Connection Site
NGC shall have the right to vary such charges accordingly upon
giving to the User not less than 2 months prior written notice.
Such notice shall be deemed to be a revised Connection Offer and
before any such variation become effective the provisions of
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following
any such variation the provisions of Appendices A and B shall be
amended automatically (and a copy sent to the User) to reflect
such variation with effect from the date such variation comes
into effect.
3. RepIacement of NGC Assets
3.1 Appendix A specifies the age of each of the NGC Assets at
the Connection Site at the date of this Supplemental Agreement.
NGC Connection Charges and Use of System Charges are calculated
on the assumption that NGC Assets will not require replacement
until the expiry of the Replacement Period applicable to each NGC
Asset concerned. Such Replacement Periods have been agreed
between NGC and the User. For the avoidance of doubt, they have
been prepared for accounting purposes and carry no implication
that they represent the actual useful lives of such assets.
3.2 Where in NGC's reasonable opinion an NGC Asset requires
replacement before the expiry of its Replacement Period NGC
shall, with the prior written approval of the User (except where
in NGC's reasonable opinion such replacement is necessary, in
which case such approval shall not be required but in such case
the User shall have the right to give notice to Disconnect) have
the right to replace the NGC Asset at no additional cost to the
User until expiry of its original Replacement Period. Upon the
expiry of such original Replacement Period NGC shall be entitled
to vary the Connection Charges in respect of the replaced NGC
Asset so that they are calculated on the basis of the then
current Net Asset Value of such NGC Assets. NGC shall give the
User not less than 2 months prior written notice of such varied
charges which notice shall specify the date upon which such
increase becomes effective. The User shall pay such varied
charges and Appendices A and B shall be amended automatically
(and a copy sent to the User) to reflect such revised charges
with effect from the date specified in such notice.
3.3 Upon the expiry of the Replacement Period of any NGC Asset,
NGC shall replace such NGC Asset if requested to do so by the
User or if in NGC's reasonable opinion it is necessary to do so
to enable NGC to comply with its Licence obligations. Unless so
replaced, NGC shall keep the NGC Asset in service. In the event
that it is left in service the User shall pay Connection Charges
in respect of such NGC Asset calculated by reference to Net Asset
Value derived from a revaluation of the asset by NGC (which in
the reasonable opinion of NGC, taking into account the
depreciation already paid over the lifetime of that asset,
reflects the then expected life expectancy of the asset plus
capitalised renovation or refurbishment costs). Upon any such
replacement NGC shall be entitled to vary the Connection Charges
in respect of the replaced NGC Asset so that they are calculated
on the basis of the then current Net Asset Value of such NGC
Asset. NGC shall give the User not less than 2 months prior
written notice of such varied charges which notice shall specify
the date upon which such increase becomes effective. The User
shall pay such varied charges and Appendices B and D shall be
amended automatically (and a copy sent to the User) to reflect
such revised charges with effect from the date notified to the
User by NGC.
4. Termination Amounts
4.1 Until the end of the Financial Year in which the termination
occurs the User shall pay to NGC the Connection Charges and Use
of System Charges for which the User is liable in full. Where the
User has a Connection Site the User shall at the end of such
Financial Year pay to NGC a sum equal to the following:-
(i) the then current Net Asset Value of the NGC Assets at the
Connection Site in question; and
(ii) a sum equal to the reasonable cost of removing such NGC
Assets.
4.2 Where a Termination Amount is paid to NGC under this
Agreement and subsequently NGC uses the NGC Assets at the same or
another Connection Site and renders and receives a Connection
Charge therefor NGC shall pay to the User the Net Asset Value
component of the Termination Amount less reasonable maintenance
and storage costs. NGC shall use its reasonable endeavours to
re-use such NGC Assets where it is economic to do so. Upon
request and at the cost of the User, NGC shall issue a
certificate no more frequently than once each calendar year
indicating whether or not such NGC Assets have or have not been
so re-used.
5. Variation of Charges by NGC during the Financial Year
If NGC is notified of a reduced Demand forecast by a PES or STS
from the forecast submitted under paragraph 1.2 of this Appendix
and is also notified of a corresponding increase in such a Demand
forecast by another PES or STS NGC shall vary the Use of System
charges due from the User notifying the reduction such that the
charges payable reflect the revised forecast within 30 days of
receipt of the 2 notices. NGC shall vary or commence charging as
the case may be the Use of System charges due from the User
notifying the increase with effect from the date that the
increase becomes effective. Save where NGC receives 2
corresponding notifications there shall unless NGC decides
otherwise be no variation of charges downwards during the
Financial Year to cover this eventuality and reconciliation shall
be effected pursuant to paragraph 1.3 of this Appendix.
6. Deductions
In respect of any NGC Engineering Charges which have been paid by
the User in connection with a Connection Application or under
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall
reduce the amount of Connection Charges payable by the User in
relation to the respective Connection Site on 1st April in each
of the first 3 years of the payment of such Connection Charges by
an amount equal on each occasion to one third of such NGC
Engineering Charges.
APPENDIX F1
SITE SPECIFIC TECHNICAL CONDITIONS
Agreed Ancillarv Services
[Black Start Capability
Gas Turbine Unit Fast Start
Synchronous Compensation
Pumped Storage Unit Spinning-in-Air
Pumped Storage
Pumped Storage Plant Fast Start from Standstill
Demand Reduction
Adjustment to Pumped Storage Unit Pumping Programme
Hot Standby]
APPENDIX F2
(NOT USED)
APPENDIX F3
SITE SPECIFIC TECHNICAL CONDITIONS
Special Automatic Facilities
(a) NGC Transmission System to Generating Unit Intertripping
schemes.
(b) NGC Transmission System to Demand Intertripping schemes.
(c) NGC Transmission System to Directly Connected Customers
Intertripping Schemes
(d) Auto open/close schemes.
(e) System splitting or islanding schemes which impact on the
Users system or plant.
APPENDIX F4
SITE SPECIFIC TECHNICAL CONDITIONS
Metering
1.1 Operator
Where the Connection Site is a Grid Supply Point, and the User is
or will be Registrant in relation to the Energy Metering
Equipment required by the Pooling and Settlement Agreement at the
Grid Supply Point and/or at the bulk supply point(s) which are
related to that Grid Supply Point, NGC shall install and be the
Operator of all such Energy Metering Equipment from the Transfer
Date until the FMS Date and thereafter:-
1.1.1 NGC may resign as Operator of such Energy Metering
Equipment on giving no less than 12 months' notice in writing;
and
1.1.2 the User may remove NGC as Operator upon giving no less
than 12 months' notice in writing.
Provided that where the User agrees to become owner of any such
Energy Metering Equipment NGC may resign as Operator upon such
transfer of ownership and shall agree such terms as shall be
reasonably necessary to enable the User to perform its
obligations as Operator of such Energy Metering Equipment.
1.2 Charges
NGC shall recover its charges for acting as Operator of any
Energy Metering System which is an NGC Asset charged for under
this Supplemental Agreement as part of such charges. Where NGC
acts as Operator of any other Energy Metering System owned by NGC
for which the User is Registrant NGC shall charge and the User
shall pay such amount which is reasonable in all the
circumstances.
1.3 Interference
The User shall ensure that its employees, agents and invitees
will not interfere with any Energy Metering Equipment in respect
of which NGC is Operator or the connections to such Energy
Metering Equipment, without the prior written consent of NGC
(except to the extent that emergency action has to be taken to
protect the health and safety of persons or to prevent serious
damage to property proximate to the Energy Metering Equipment or
to the extent that such action is authorised under the Master
Agreement or any other agreement between NGC and the User).
1.4 Pulse data
The User shall have the right to collect and record pulses from
the meters comprised in the Energy Metering System(s) at the
Connection Site. NGC shall give the User access in accordance
with the Interface Agreement to collect and record such pulses
and to install and maintain such lines and equipment as maybe
reasonably necessary therefor.
EXHIBIT 4
DATED 19
THE NATIONAL GRID COMPANY PLC ( 1 )
and
1
[ ] (2)
_____________________________________
SUPPLEMENTAL AGREEMENT TYPE 4
______________________________________
(for Generators with Embedded Generating Plant or
with Embedded Small Independent Generating Plant
and who are acting in that capacity and who are passing
power on to a Distribution System through a
connection with a Distribution System which has not been
Commissioned at the Transfer Date)
CONTENTS
Clause Title
1 Definitions, Interpretation, Construction
2 Approval to become Operational
3 The Site of connection to the Distribution System
4 Use of System Charges
5 Charging Rules
6 Ancillary Services
7 (Clause deleted)
8 Other Site Specific Technical Conditions
9 Metering
10 Joint System Incidents
11 Term
12 Emergency Deenergisation
13 Deenergisation and Disconnection
14 Notice to Decommission or Disconnect
15 Disconnection
16 Decommissioning
17 Master Agreement
18 Variations
Appendix A Connection Site
Appendix B
Appendix C Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D Use of System Charges/Payment
Appendix E Charging Rules
Appendix F1 Site Specific Technical Conditions - Ancillary Services
Appendix F2 (Not used)
Appendix F3 Site Specific Technical Conditions - Special Automatic Facilities
Appendix F4 Site Specific Technical Conditions - Other
Appendix F5 Site Specific Technical Conditions - Metering
THIS SUPPLEMENTAL AGREEMENT is made the day of 19
BETWEEN
(1) THE NATIONAL GRID COMPANY PLC a company registered in England
with number 2366977 whose registered office is at National Grid
House, Sumner Street, London SE 1 9JU ("NGC", which expression
shall include its successors and/or permitted assigns); and
(2) [ ] a company registered in [ ] with number [ ] whose
registered office is at [ ] (the "User"; which expression shall
include its successors and/or permitted assigns)
WHEREAS
(A) NGC and the User are parties to Master Connection and Use of
System Agreement dated [ ] ("Master Agreement").
(B) This Supplemental Agreement is entered into pursuant to the
terms of the Master Agreement and shall be read as being governed
by them.
NOW IT IS HEREBY AGREED as follows: -
1. DEFINITIONS, INTERPRETATION AND CONSTRUCTION
1.1 General
Unless the subject matter or context otherwise requires or is
inconsistent therewith terms and expressions defined in Schedule
2 to the Master Agreement have the same meanings, interpretations
or constructions in this Supplemental Agreement.
2. APPROVAL TO BECOME OPERATIONAL
Not later than [ ] or by such other times as may be agreed
between the Parties each Party shall submit to the other:
(i) data within its possession needed to enable the completion
of Appendix F3
(ii) evidence reasonably satisfactory to NGC that the Users
Equipment complies or will on Completion comply with the
provisions of Clauses 6, 8 and 9.
2.2 Not later than [ ] or by such other time as may be agreed
between the Parties each Party shall submit to the other: -
(i) information to enable preparation of Site Responsibility
Schedules complying with the provisions of Appendix 1 ] to the
Connection Conditions together with a list of managers who have
been duly authorised by the User to sign such Site Responsibility
Schedules on the User's behalf;
(ii) a list of Safety Coordinators pursuant to Operating Code 8
and a list of telephone numbers for Joint System Incidents at
which senior management representatives nominated for the purpose
can be contacted; and
(iii) a list of telephone numbers for the facsimile machines
referred to in CC 6.5.8.
2.3 Not later than [ ] or by such other time as may be agreed
between the Parties the User shall submit to NGC a statement of
readiness to complete the Commissioning Programme, together with
Connected Planning Code Data and a report certifying to NGC that,
to the best of the information, knowledge and belief of the User,
all relevant Connection Conditions applicable to the User have
been considered and that to the best of the information,
knowledge and belief of the User Connection Conditions CC 6 have
been complied with. If NGC considers that it is necessary, it
will require this report to be prepared by the Independent
Engineer at NGC's sole cost and expense. The report shall
incorporate if requested by NGC type test reports and test
certificates produced by the manufacturer showing that the User's
Equipment meets the criteria specified in CC. 6.
2.4 Upon compliance by the User with the provisions of
Sub-Clauses 2.1, 2.2 and 2.3 NGC shall forthwith notify the User
in writing that it has the right to become Operational.
2.5 Right to use the NGC Transmission System
Subject to the other provisions of this Agreement including the
provisions of the Grid Code, the User may transmit supplies of
power on to and/or take supplies of power from the NGC
Transmission System as the case may be.
2.6 Registered Capacity
The User if a Generator shall not operate its User's Equipment
such that any of it exceeds its Registered Capacity save as
expressly permitted and instructed pursuant to the Grid Code or
the Fuel Security Code or as may be necessary or expedient in
accordance with Good Industry Practice.
2.7 Data
Data of a technical or operational nature collected recorded or
otherwise generated pursuant to this Supplemental Agreement shall
be deemed data lodged pursuant to the Grid Code to the extent
that the Grid Code makes provision therefor.
2.8 Subject to the provisions of this Agreement and the Grid
Code, NGC shall accept into the NGC Transmission System Active
Power generated by the User up to the Maximum Export Capacity
except to the extent (if any) that NGC is prevented from doing so
by transmission constraints which could not be avoided by the
exercise of Good Industry Practice by NGC.
2.9 Subject to the provisions of the Grid Code each Party shall
be entitled to plan and execute outages of parts of its System or
Plant or Apparatus at any time and from time to time.
3. THE SITE OF CONNECTION TO THE DISTRIBUTION SYSTEM
The site of connection to the Distribution System to which this
Supplemental Agreement relates is more particularly described in
Appendix A.
4. USE OF SYSTEM CHARGES
Subject to the provisions of Clause 5 of this Supplemental
Agreement the User shall with effect from the Charging Date pay
to NGC the Use of System Charges set out in Appendix D payable in
accordance with the provisions of Appendix E.
5. CHARGING RULES
The provisions of the Charging Rules set out in Appendix E to
this Supplemental Agreement shall apply.
6. ANCILLARY SERVICES
The User shall provide the Agreed Ancillary Services set out in
Appendix Fl in accordance with the Grid Code.
7. GRID CODE NON-COMPLIANCE
(Clause deleted)
8. OTHER SITE SPECIFIC TECHNICAL CONDITIONS
8.1 NGC and the User shall operate respectively the NGC
Transmission System and the User System with the special
automatic facilities and schemes set out in Appendix F3.
8.2 The User shall ensure that on the Completion Date the User's
Equipment complies with the site specific technical conditions
set out in Appendix F4.
8.3 The User shall use all reasonable endeavours to ensure
during the period of this Supplemental Agreement that the User's
Equipment shall continue to comply with the site specific
technical conditions set out in Appendix F5.
8.4 If the User or NGC wishes to modify, alter or otherwise
change the site specific technical conditions or the manner of
their operation under Appendix F1, F2, F3, F4 or F5 this shall be
deemed to be a Modification for the purposes of the Master
Agreement.
9. METERING.
The provisions of Appendix F5 shall have effect.
10. JOINT SYSTEM INCIDENTS
Each Party confirms to the other that its Senior Management
Representatives whose names have been nominated and notified to
the other pursuant to OC9 are fully authorised to make binding
decisions on its behalf for the purposes of OC9.
11. TERM
Subject to the provisions for earlier termination set out herein
and in Clause 17 of the Master Agreement, this Supplemental
Agreement shall continue until the User's Equipment is
Disconnected from the PES Distribution System in accordance with
Clause 13 or 15 hereof.
12. EMERGENCY DEENERGISATION
12.1 Emergency Deenergisation requested by NGC:
If, in the reasonable opinion of NGC, the condition or manner of
operation of the NGC Transmission System or the User's System
poses an immediate threat of injury or material damage to any
person or to the Total System or to any User's System or to the
NGC Transmission System, NGC shall have the right to request the
owner of the Distribution System to which the User is connected
to Deenergise the User's Equipment, if it is necessary or
expedient to do so to avoid the occurrence of such injury or
damage.
12.2 Emergency Deenergisation by a User:
If, in the reasonable opinion of the User, the condition or
manner of operation of the NGC Transmission System, the Total
System or any other User's System, poses an immediate threat of
injury or material damage to any person or to the User's System
the User shall have the right to Deenergise the User's Equipment,
if it is necessary or expedient to do so to avoid the occurrence
of such injury or damage.
12.3 Reenergisation:
The User's Equipment at the Connection Site shall be Re Energised
as quickly as practicable after the circumstances leading to any
Deenergisation under this Clause 12 have ceased to exist.
13. DEENERGISATION AND DISCONNECTION
13.1 Breach by the User:
If the User shall be in breach of any of the provisions of this
Supplemental Agreement or of the provisions of the Master
Agreement enforcing the provisions of the Grid Code (but subject
always to Sub-Clauses 9.3 and 9.4 of the Master Agreement) and
such breach causes or can reasonably be expected to cause a
material adverse effect on the business or condition of NGC or
other Users or the NGC Transmission System or Users Systems then
NGC may: -
(i) where the breach is capable of remedy, give written notice
to the User specifying in reasonable detail the nature of the
breach and requiring the User within 28 days after receipt of
such notice to remedy the breach or within any longer period
agreed between NGC and the User, the agreement of NGC not to be
unreasonably withheld or delayed; or
(ii) where the breach is incapable of remedy, give written
notice to the User specifying in reasonable detail the nature of
the breach and the reasons why the breach is incapable of remedy
and requiring the User within 5 Business Days after receipt of
such notice to undertake to NGC not to repeat the breach.
13.2 Grid Code Procedures
Whenever NGC serves a notice on the User pursuant to Sub-Clause
13.1, NGC and the User shall discuss in good faith and without
delay the nature of the breach and each shall use all appropriate
procedures available to it under the Grid Code (including testing
rights and the procedures set out in OC5 Testing and Monitoring)
in an attempt to establish as quickly as reasonably practicable a
mutually acceptable way of ensuring future compliance by the User
with the relevant provision of the Grid Code.
13.3 De-Energisation
13.3.1 If:-
(a) the User fails to comply with the terms of any valid notice
served on it by NGC in accordance with Sub Clause 13.1(i) or is
in breach of any undertaking given in accordance with Sub-Clause
13.1(ii) and such breach causes or can be reasonably expected to
cause a material adverse effect on the business or condition of
NGC or other Users or the NGC Transmission System or User
Systems; or
(b) five Business Days have elapsed since the date of any valid
notice served on the User in accordance with Sub-Clause 13.2(ii)
and no undertaking is given by the User in accordance with
Sub-Clause 13.2(ii);
NGC may, provided NGC has if appropriate first complied with OC5
Testing and Monitoring request the owner of the Distribution
System to which the User is connected to De-Energise the User's
Equipment upon the expiry of at least 48 hours prior written
notice to the User, provided that at the time of expiry of such
notice the breach concerned remains unremedied and that neither
Party has referred the matter to the Dispute Resolution Procedure
set out in Clause 27 of the Master Agreement. In such event NGC
may request the owner of the Distribution System to which the
User is connected to De-Energise forthwith following completion
of the Dispute Resolution Procedure and final determination of
the dispute in NGC's favour.
13.3.2 If the User fails to comply with the Grid Code and the
Director makes a final order or a confirmed provisional order as
set out in Sections 25 and 26 of the Act against the User in
respect of such non-compliance which order the User breaches NGC
may request to the owner of the Distribution System to which the
User is connected to De-Energise the User's Equipment upon the
expiry of at least 48 hours prior written notice to the User
provided that at the time of expiry of the notice the User fails
to comply with the notice.
13.4 NGC Transmission Licence
If a breach of the nature referred to in Sub-Clause 13.1
continues to the extent that it places or seriously threatens to
place in the immediate future NGC in breach of the NGC
Transmission Licence, NGC may request the owner of the
Distribution System to which the User is connected to De Energise
the User's Equipment upon the expiry of at least 12 hours prior
written notice to the User, provided that at the time of expiry
of such notice the breach concerned remains unremedied.
13.5 Re- Energisation Disputes
If, following any De-Energisation pursuant to this Clause 13, the
User applies to NGC for NGC to issue instructions that the User's
Equipment should be Re-Energised and is refused or is offered
terms which the User does not accept, this shall be recognised as
a dispute over the terms for connection and use of system which
the User may refer to the Director for determination under the
NGC Transmission Licence. If the User accepts any terms offered
by NGC or settled by the Director pursuant to any such reference,
NGC shall request the owner of the Distribution System to which
the User is connected to Re-Energise the User's Equipment
forthwith after any request from the User for NGC to do so.
13.6 Event of Default
If the breach which led to any De-Energisation pursuant to this
Clause 13 remains unremedied at the expiry of at least 6 months
after the date of such De-Energisation, NGC may declare by notice
in writing to the User that such breach has become an event of
default provided that: -
(a) all disputes arising out of the subject-matter to this
Clause 13 which are referred to the Dispute Resolution Procedure
have then been finally determined in favour of NGC; and
(b) any reference to the Director pursuant to sub-clause 13.5
has then been finally determined in favour of NGC or any terms
settled by the Director pursuant to such application have not
been accepted by the User.
13.7 Disconnection
Once NGC has given a valid notice of an event of default pursuant
to Sub-Clause 13.6 NGC may give notice of termination to that
User whereupon this Supplemental Agreement shall terminate and:
(i) NGC shall request the owner of the Distribution System to
which the User is connected to Disconnect all the User's
Equipment at the Connection Site; and
(ii) that User shall be obliged to pay to NGC forthwith the Use
of System Charges due hereunder up to the end of the Financial
Year in which Termination occurs.
14. NOTICE TO DECOMMISSION OR DISCONNECT
Without prejudice to Sub-Clause 12.2 the User shall give to NGC
not less than 6 months written notice of any intention of the
User either to Decommission the User's Equipment or to Disconnect
the User's Equipment.
15. DISCONNECTION
If notice to Disconnect is given by the User under Clause 14 the
User may upon expiry of the period specified in such notice and
not before Decommission the User's Equipment. At the expiry of
such period this Supplemental Agreement shall terminate. The
User shall pay to NGC all Use of System Charges due hereunder up
to the end of the Financial Year in which termination occurs
within 28 days after termination of this Agreement.
16. DECOMMISSIONING
If notice to Decommission is given by the User under Clause 14
the User may upon expiry of the period specified in such notice
and not before, Decommission the User's Equipment. This
Supplemental Agreement shall not terminate and: -
(i) until the end of the Financial Year in which the
Decommissioning takes place all Use of System Charges payable by
the User under this Supplemental Agreement shall continue to be
payable in full;
(ii) following the end of the Financial Year in which the
Decommissioning takes place the Use of System Charges payable by
the User under this Supplemental Agreement shall no longer be
payable by the User.
If and when the User wishes to recommission it shall give NGC not
less than 3 months written notice unless a shorter period is
agreed between NGC and the User.
17. MASTER AGREEMENT
The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the
Master Agreement shall apply to this Supplemental Agreement as if
set out in full herein.
18. VARIATIONS
No variation to this Supplemental Agreement shall be effective
unless made in writing and signed by or on behalf of both NGC and
the User. NGC and the User shall effect any amendment required to
be made to this Supplemental Agreement by the Director as a
result of a change in the Transmission Licence or an order or
directions made pursuant to the Act or a Licence or as a result
of setting any of the terms hereof and the User hereby authorises
and instructs NGC to make any such amendment on its behalf and
undertakes not to, withdraw, qualify or revoke such authority or
instruction at any time.
IN WITNESS WHEREOF the hands of the duly authorised
representatives of the parties hereto at the date first above
written
THE NATIONAL GRID COMPANY PLC )
By )
[the USER] )
By )
APPENDIX A
SITE OF CONNECTION
COMPANY:
SITE OF CONNECTION:
OWNER/OPERATOR OF DISTRIBUTION SYSTEM:
TYPE:
APPENDIX B
(NOT USED)
APPENDIX C
ZONE/REGISTERED CAPACITY/PEAK HALF-HOURS/ESTIMATED DEMAND
COMPANY:
GRID SUPPLY POINT/
CONNECTION SITE:
ELECTRICAL LOCATION OF ENERGY METERING EQUIPMENT MEASURING
STATION DEMAND:
ZONE:
a. GENERATION:
SET TYPE/FUEL REGISTERED
CAPACITY MW
b.. In the Financial Year 1st April 1990-to 31st March 1991
NGC's Demand related Use of System charges shall be calculated by
reference to the Demand attributable to the User at the Grid
Supply Point identified above in relation to the 3 half-hours of
peak Demand (Active Power) occurring on the 3 days of peak Demand
(Active Power) which occur in the period from 1st November 1990
to 28th February 1991 and are at least 10 days apart.
c. In the Financial Year 1st April 1990 to 31st March 1991 NGC's
generation related Use of System Charges shall be calculated by
reference to the highest Registered Capacity during such
Financial Year and the Energy produced.
d. ESTIMATED DEMAND for the period between 1 April 1990 and 31st
March 1991 and thereafter as notified in accordance with the
Charging Rules.
________________MW
APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT
COMPANY :
LOCATION :
1) TYPE OF CHARGE: SYSTEM SERVICE
Demand related
Pounds.......... in respect of the period from 1st April 1990 to
31st March 1991 payable in 12 equal monthly instalments subject
to adjustment in accordance with the Charging Rules.
Note: based upon a charge of pound per KW and ..........KW of
Estimated Demand as set out in Appendix C.
2) TYPE OF CHARGE: INFRASTRUCTURE
A. Demand related
Pound..............in respect of the period from 1st April 1990 to
31st March 1991 payable in 12 equal monthly instalments subject
to adjustment in accordance with the Charging Rules.
Note: based upon a charge of pound per KW and .............KW of
Estimated Demand as set out
in Appendix C.
B. Capacity Related
Pound........... in respect of the period from 1st April 1990 to 31st
March 1991 payable in 12 equal monthly instalments subject to
adjustment in accordance with the Charging Rules based upon a
charge of pound......... per KW Registered Capacity and
..............KW being the Registered Capacity as set out in
Appendix C.
C. Energy Related
Pound............. per KWh in respect of each KWh of Energy entering
the Total System in the period from 31st March 1990 to 31st March
1991 payable as described in Clause 14 of the Master Agreement.
Payment shall be made in accordance with Clause 14 of the Master
Agreement.
APPENDIX E
CHARGING RULES
1. Use of System Charges - General and Data Requirements
1.1 NGC's Demand related Use of System Charges are calculated by
reference to Demand (Active Power) attributable to each Grid
Supply Point excluding that Demand (Active Power) met by embedded
Generating Units which is to be paid for otherwise than pursuant
to the Pooling and Settlement Agreement.
1.2 Data Requirements
1.2.1 On or before 31st December in each Financial Year the User
shall supply NGC with such data as NGC may from time to time
reasonably request to enable NGC to calculate the Connection
Charges and/or Use of System Charges due from the User to NGC in
respect of the Connection Site including the data specified in
Appendix C.
1.2.2 On or before 31st December in each Financial Year,
(i) Users who are Public Electricity Suppliers shall supply to
NGC a forecast for the following Financial Year of the following:
- -
(a) the Natural Demand attributable to each Grid Supply Point
equal to the average of the forecasts of Natural Demand under
Annual Average Cold Spell (ACS) Conditions attributable to such
Grid Supply Point for each of a number of peak half-hours as
notified by NGC to the User under paragraph 2.1 of this Appendix
E; and
(b) the PES Supply Business Demand attributable to each Grid
Supply Point equal to the average of the forecasts of PES Supply
Business Demand under Annual Average Cold Spell (ACS) Conditions
attributable to such Grid Supply Point for each of a number of
peak half-hours as notified by NGC to the User under paragraph
2.1 of this Appendix E.
(ii) Users who are Second Tier Suppliers shall supply to NGC a
forecast for the following Financial Year of the STS Demand under
Annual Average Cold Spell (ACS) Conditions attributable to each
Grid Supply Point equal to the average of the forecasts of STS
Demand attributable to such Grid Supply Point for each of a
number of peak half-hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
(iii) Users who are Generators shall supply to NGC a forecast
for the following Financial Year of the Station Demand (Active
Power) under Annual Average Cold Spell (ACS) Conditions
attributable to each Grid Supply Point equal to the average of
the forecasts of such Station Demand (Active Power) attributable
to such Grid Supply Point for each of a number of peak half-hours
as notified by NGC to the User under paragraph 2.1 of this
Appendix E.
1.3 Annual Adjustment
1.3.1 NGC's Demand related Use of System Charges shall be
calculated on the basis of actual Demand (Active Power)
attributable to each User at each Grid Supply Point for each of a
number of peak half hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
1.3.2 On or before 1st March each Financial Year NGC shall: -
(i) determine from meter readings of Energy Metering Equipment
the actual Demand (Active Power) attributable to each User at
each Grid Supply Point for each of the Number of Peak Half Hours
applicable during such Financial Year; and
(ii) shall compare the User's highest Registered Capacity during
such year with the Registered Capacity used when estimating the
charges due during such Financial Year;
1.3.3 NGC shall then promptly calculate on the basis of the
actual position determined in accordance with paragraph 1.3.2 the
amount of Demand related or Capacity related Use of System
Charges (as the case may be) that would have been payable by the
User under this Supplemental Agreement during each month during
that Financial Year if they had been calculated on the basis of
that of the actual position (the "Actual Amount"). NGC shall then
compare the Actual Amount with the amount of Demand related or
Capacity related Use of System Charges (as the case may be) paid
during each month during that Financial Year by the User under
this Supplemental Agreement (the "Notional Amount").
1.3.4 NGC shall then prepare a reconciliation statement and send
it to the User. Such statement shall specify the Actual Amount
and the Notional Amount for each month during the relevant
Financial Year and, in reasonable detail, the information from
which such amounts were derived and the way in which they were
calculated.
1.3.5 Together with the reconciliation statement NGC shall send
the User an invoice in relation to any sums shown by the
reconciliation statement to be due to NGC and interest thereon
calculated pursuant to paragraph 1.3.6 below. Forthwith following
receipt of any reconciliation statement the User shall send to
NGC an invoice in relation to any sum shown by the reconciliation
statement to be due to the User and interest thereon calculated
pursuant to paragraph 1.3.6 below. Such invoices shall be payable
on or before 31st March in such Financial Year.
1.3.6 In respect of each month during that Financial Year:-
(a) the User shall, following receipt of an appropriate invoice,
pay to NGC an amount equal to the amount (if any) by which the
Actual Amount exceeds the Notional Amount; and
(b) NGC shall, following receipt of an appropriate invoice, repay
to the User an amount equal to the amount (if any) by which the
Notional Amount exceeds the Actual Amount.
Interest shall be payable by the paying Party to the other on
such amounts from the Payment Date applicable to the month
concerned until the date of actual payment of such amounts (which
shall not be later than 31st March in such Financial Year). Such
interest shall be calculated on a daily basis at the rate equal
to the base rate of Barclays Bank PLC for the time being and from
time to time during such period.
2. Revision of Charges
2.1 To the extent permitted by the Transmission Licence NGC may
revise its Connection Charges and Use of System Charges or the
basis of their calculation including issuing revisions to
Appendices B, C and D hereto. On or before 31st October in each
Financial Year NGC shall notify the User of the intended basis of
calculation to be used by NGC in the following Financial Year
(including the number and timing of peak half-hours if any to be
used when calculating Demand related infrastructure charges) and
shall consult with the User concerning the same. On or before
30th November in each Financial Year NGC shall confirm to the
User the basis of calculation to be used in the following
Financial Year. NGC shall give the User not less than 2 months
prior written notice of any revised charges, including revisions
to Appendices B, C and D hereto, which notice shall specify the
date upon which such revisions become effective (which may be at
any time). The User shall pay any such revised charges and
Appendix B, C and/or D as appropriate shall be amended
automatically (and a copy sent to the User) to reflect any
changes to such Appendices with effect from the date specified in
such notice.
2.2 The User acknowledges that NGC will establish a new asset
register during the course of the Financial Year ending 31st
March 1991. As a result, NGC shall have the right to vary the
asset allocation reflected in Appendix A upon giving not less
than 2 months prior written notice to the User provided that: -
(a) NGC has first consulted the User in advance in good faith,
including informing the User of the nature of the reallocation
insofar as it materially affects the Connection Site and
indicating the likely implications for the User of such
reallocation; and
(b) the principles of asset allocation are those set out in the
statements required by Condition 10(2)D of the Transmission
Licence, the form of which has been approved by the Director.
Such asset reallocation shall be effective from 1st April 1991
and the provisions of Appendices A and B shall be amended
automatically (and a copy sent to the User) to reflect such
reallocation with effect from such date.
2.3 Subject to the provisions of paragraph 3.2 below if in the
reasonable opinion of NGC any development, replacement,
renovation, alteration, construction or other work to the NGC
Transmission System means that NGC needs to vary the Connection
Charges payable by the User in relation to the Connection Site
NGC shall have the right to vary such charges accordingly upon
giving to the User not less than 2 months prior written notice.
Such notice shall be deemed to be a revised Connection Offer and
before any such variation become effective the provisions of
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following
any such variation the provisions of Appendices A and B shall be
amended automatically (and a copy sent to the User) to reflect
such variation with effect from the date such variation comes
into effect.
3. RepIacement of NGC Assets
3.1 Appendix A specifies the age of each of the NGC Assets at
the Connection Site at the date of this Supplemental Agreement.
NGC Connection Charges and Use of System Charges are calculated
on the assumption that NGC Assets will not require replacement
until the expiry of the Replacement Period applicable to each NGC
Asset concerned. Such Replacement Periods have been agreed
between NGC and the User. For the avoidance of doubt, they have
been prepared for accounting purposes and carry no implication
that they represent the actual useful lives of such assets.
3.2 Where in NGC's reasonable opinion an NGC Asset requires
replacement before the expiry of its Replacement Period NGC
shall, with the prior written approval of the User (except where
in NGC's reasonable opinion such replacement is necessary, in
which case such approval shall not be required but in such case
the User shall have the right to give notice to Disconnect) have
the right to replace the NGC Asset at no additional cost to the
User until expiry of its original Replacement Period. Upon the
expiry of such original Replacement Period NGC shall be entitled
to vary the Connection Charges in respect of the replaced NGC
Asset so that they are calculated on the basis of the then
current Net Asset Value of such NGC Assets. NGC shall give the
User not less than 2 months prior written notice of such varied
charges which notice shall specify the date upon which such
increase becomes effective. The User shall pay such varied
charges and Appendices A and B shall be amended automatically
(and a copy sent to the User) to reflect such revised charges
with effect from the date specified in such notice.
3.3 Upon the expiry of the Replacement Period of any NGC Asset,
NGC shall replace such NGC Asset if requested to do so by the
User or if in NGC's reasonable opinion it is necessary to do so
to enable NGC to comply with its Licence obligations. Unless so
replaced, NGC shall keep the NGC Asset in service. In the event
that it is left in service the User shall pay Connection Charges
in respect of such NGC Asset calculated by reference to Net Asset
Value derived from a revaluation of the asset by NGC (which in
the reasonable opinion of NGC, taking into account the
depreciation already paid over the lifetime of that asset,
reflects the then expected life expectancy of the asset plus
capitalised renovation or refurbishment costs). Upon any such
replacement NGC shall be entitled to vary the Connection Charges
in respect of the replaced NGC Asset so that they are calculated
on the basis of the then current Net Asset Value of such NGC
Asset. NGC shall give the User not less than 2 months prior
written notice of such varied charges which notice shall specify
the date upon which such increase becomes effective. The User
shall pay such varied charges and Appendices B and D shall be
amended automatically (and a copy sent to the User) to reflect
such revised charges with effect from the date notified to the
User by NGC.
4. Termination Amounts
4.1 Until the end of the Financial Year in which the termination
occurs the User shall pay to NGC the Connection Charges and Use
of System Charges for which the User is liable in full. Where the
User has a Connection Site the User shall at the end of such
Financial Year pay to NGC a sum equal to the following:
(i) the then current Net Asset Value of the NGC Assets at the
Connection Site in question; and
(ii) a sum equal to the reasonable cost of removing such NGC
Assets.
4.2 Where a Termination Amount is paid to NGC under this
Agreement and subsequently NGC uses the NGC Assets at the same or
another Connection Site and renders and receives a Connection
Charge therefor NGC shall pay to the User the Net Asset Value
component of the Termination Amount less reasonable maintenance
and storage costs. NGC shall use its reasonable endeavours to
re-use such NGC Assets where it is economic to do so. Upon
request and at the cost of the User, NGC shall issue a
certificate no more frequently than once each calendar year
indicating whether or not such NGC Assets have or have not been
so re-used.
5. Variation of Charges by NGC during the Financial Year
If NGC is notified of a reduced Demand forecast by a PES or STS
from the forecast submitted under paragraph 1.2 of this Appendix
and is also notified of a corresponding increase in such a Demand
forecast by another PES or STS NGC shall vary the Use of System
charges due from the User notifying the reduction such that the
charges payable reflect the revised forecast within 30 days of
receipt of the 2 notices. NGC shall vary or commence charging as
the case may be the Use of System charges due from the User
notifying the increase with effect from the date that the
increase becomes effective. Save where NGC receives 2
corresponding notifications there shall unless NGC decides
otherwise be no variation of charges downwards during the
Financial Year to cover this eventuality and reconciliation shall
be effected pursuant to paragraph 1.3 of this Appendix.
6. Deductions
In respect of any NGC Engineering Charges which have been paid by
the User in connection with a Connection Application or under
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall
reduce the amount of Connection Charges payable by the User in
relation to the respective Connection Site on 1st April in each
of the first 3 years of the payment of such Connection Charges by
an amount equal on each occasion to one third of such NGC
Engineering Charges.
APPENDIX F1
SITE SPECIFIC TECHNICAL CONDITIONS
Agreed Ancillarv Services
[Black Start Capability
Gas Turbine Unit Fast Start
Synchronous Compensation
Pumped Storage Unit Spinning-in-Air
Pumped Storage
Pumped Storage Plant Fast Start from Standstill
Demand Reduction
Adjustment to Pumped Storage Unit Pumping Programme
Hot Standby]
APPENDIX F2
(NOT USED)
APPENDIX F3
SITE SPECIFIC TECHNICAL CONDITIONS
Special Automatic Facilities
(a) NGC Transmission System to Generating Unit Intertripping
schemes.
(b) NGC Transmission System to Demand Intertripping schemes.
(c) NGC Transmission System to Directly Connected Customers
Intertripping Schemes
(d) Auto open/close schemes.
(e) System splitting or islanding schemes which impact on the
Users system or plant.
APPENDIX F4
SITE SPECIFIC TECHNICAL CONDITIONS
(1) Control Arrangements
If the User is a Generator: The User shall install a
continuously-acting automatic excitation control system to
control the Generating Unit terminal voltage without instability
over the entire operating range of the Generating Unit. System
requirements for excitation control facilities including power
system stabilisers are set out below.
[NGC to propose - parties to agree]
(2) Control Telephony
The User shall provide the Control Telephony specified below.
[NGC to propose - parties to agree]
(3) System Monitoring
The voltage and current signals for system monitoring purpose to
be provided by the User at the sole expense of NGC are set out
below: -
[NGC to specify: these will consist only of signals form the
User's current transformer and voltage transformer in the manner
and from the locations et out here]
(4) Operational metering
The User shall provide the operation metering set out below.
[NGC to propose - parties to agree]
APPENDIX F5
SITE SPECIFIC TECHNICAL CONDITIONS
Metering
1.1 Operator
Where the Connection Site is a Grid Supply Point, and the User is
or will be Registrant in relation to the Energy Metering
Equipment required by the Pooling and Settlement Agreement at the
Grid Supply Point and/or at the bulk supply point(s) which are
related to that Grid Supply Point, NGC shall install and be the
Operator of all such Energy Metering Equipment from the Transfer
Date until the FMS Date and thereafter:
1.1.1 NGC may resign as Operator of such Energy Metering
Equipment on giving no less than 12 months' notice in writing;
and
1.1.2 the User may remove NGC as Operator upon giving no less
than 12 months' notice in writing.
Provided that where the User agrees to become owner of any such
Energy Metering Equipment NGC may resign as Operator upon such
transfer of ownership and shall agree such terms as shall be
reasonably necessary to enable the User to perform its
obligations as Operator of such Energy Metering Equipment.
1.2 Charges
NGC shall recover its charges for acting as Operator of any
Energy Metering System which is an NGC Asset charged for under
this Supplemental Agreement as part of such charges. Where NGC
acts as Operator of any other Energy Metering System owned by NGC
for which the User is Registrant NGC shall charge and the User
shall pay such amount which is reasonable in all the
circumstances.
1.3 Interference
The User shall ensure that its employees, agents and invitees
will not interfere with any Energy Metering Equipment in respect
of which NGC is Operator or the connections to such Energy
Metering Equipment, without the prior written consent of NGC
(except to the extent that emergency action has to be taken to
protect the health and safety of persons or to prevent serious
damage to property proximate to the Energy Metering Equipment or
to the extent that such action is authorised under the Master
Agreement or any other agreement between NGC and the User).
1.4 Pulse data
The User shall have the right to collect and record pulses from
the meters comprised in the Energy Metering System(s) at the
Connection Site. NGC shall give the User access in accordance
with the Interface Agreement to collect and record such pulses
and to install and maintain such lines and equipment as maybe
reasonably necessary therefor.
EXHIBIT 5
DATED 19
THE NATIONAL GRID COMPANY PLC (1)
and
[ ] (2)
SUPPLEMENTAL AGREEMENT TYPE 5
(for Second Tier Suppliers acting in that capacity
taking Energy through any Grid Supply Point and
through a Distribution System owned or operated
by any other person)
CONTENTS
Clause Title
1 Definitions, Interpretation, Construction
2 Right to use the NGC Transmission System
3 User's Customers
4 Use of System Charges
5 Charging Rules
6 Metering
7 Term
8 Deenergisation and Disconnection
9 Notice to Terminate
10 Master Agreement
11 Variations
Appendix A User's Customers
Appendix B
Appendix C Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D Use of System Charges/Payment
Appendix E Charging Rules
Appendix F1 Site Specific Technical Conditions - Metering
THIS SUPPLEMENTAL AGREEMENT is made the day of 19
BETWEEN
(1) THE NATIONAL GRID COMPANY PLC a company registered in
England with number 2366977 whose registered office is at
National Grid House, Sumner Street, London SE1 9JU ("NGC", which
expression shall include its successors and/or permitted
assigns); and
(2) [ ] a company registered in [ ] with number
[ ] whose registered office is at [ ] (the "User", which
expression shall include its successors and/or permitted assigns)
WHEREAS
(A) NGC and the User are parties to a Master Connection and Use
of System Agreement dated [ ] (~ Master Agreement.).
(B) This Supplemental Agreement is entered into pursuant to the
terms of the Master Agreement and shall be read as being governed
by them.
NOW IT IS HEREBY AGREED as follows: -
1. DEFINITIONS. INTERPRETATION AND CONSTRUCTION
1.1 General
Unless the subject matter or context otherwise requires or is
inconsistent therewith terms and expressions defined in Schedule
2 to the Master Agreement have the same meanings, interpretations
or constructions in this Supplemental Agreement.
2. RIGHT TO USE THE NGC TRANSMISSION SYSTEM
2.1 Subject to the other provisions of this Agreement including
the provisions of the Grid Code, the User may take supplies of
power from the NGC Transmission System.
2.2 Data of a technical or operational nature collected recorded
or otherwise generated pursuant to this Supplemental Agreement
shall be deemed data lodged pursuant to the Grid Code to the
extent that the Grid Code makes provision therefor.
2.3 Subject to the provisions of this Agreement and the Grid
Code, NGC shall transport a supply of power through the NGC
Transmission System to the level forecast by the User from time
to time pursuant to Appendices E and C hereof together with such
margin as NGC shall in its reasonable opinion consider necessary
having due regard to NGC's duties under its Transmission Licence
except to the extent (if any) that NGC is prevented from doing so
by transmission constraints or by insufficiency of generation
which, in either case, could not have been avoided by the
exercise of Good Industry Practice by NGC.
2.4 Subject to the provisions of the Grid Code NGC shall be
entitled to plan and execute outages of parts of the NGC
Transmission System or Plant or Apparatus at any time and from
time to time.
3. USER'S CUSTOMERS
3.1 The User shall give written notice to NGC of the following
details of all exit points from time to time in existence between
any Distribution System and the User's Customer: -
(i) the electrical location and nomenclature of the Energy
Metering Equipment installed in relation to each such Customer,
(ii) the identity of the operator of the Distribution System to
which such Customers are connected;
(iii) the Grid Supply Point meeting the Demand (Active Power) of
each such Customer;
(iv) the loss factors applying to the Energy Metering Equipment
installed in relation to each such Customer, save where the
User's Customer is connected to a Distribution System owned by a
PES in which case the PES's published statement of loss factors
shall apply. Such written notice shall be given to NGC no later
than 28 days prior to the commencement or cessation of use of any
such exit point. If the Grid Supply Point referred to in (iii)
changes the User shall notify NGC forthwith after being notified
of such change by the PES in question. The information submitted
by the User from time to time shall be recorded in Appendix A
which shall be deemed automatically amended to reflect the
current position from time to time. If NGC's basis of charging
changes pursuant to Appendix E paragraph 2.1 at any time NGC
shall be entitled to ask for other information it reasonably
requires for charging purposes under this Clause 3.
4. USE OF SYSTEM CHARGES
With effect from the commencement of this Supplemental Agreement
the User shall pay to NGC the Use of System Charges set out in
Appendix D payable in accordance with the provisions of Appendix
E.
5. CHARGING RULES
The provisions of the Charging Rules set out in Appendix E to
this Supplemental Agreement shall apply.
6. METERING
The provisions of Appendix F1 shall have effect.
7. TERM
Subject to the provisions for earlier termination set out herein
and in Clause 17 of the Master Agreement, this Supplemental
Agreement shall continue until the User ceases to use the NGC
Transmission System.
8. DEENERGISATION AND DISCONNECTION OF THE USER'S CUSTOMERS
8.1 Breach by the User:
If the User shall be in breach of the provisions of this
Supplemental Agreement and such breach causes or can reasonably
be expected to cause a material adverse effect on the business or
condition of NGC or other Users or the NGC Transmission System or
Users Systems then NGC may: -
(i) where the breach is capable of remedy, give written notice
to the User specifying in reasonable detail the nature of the
breach and requiring the User within 28 days after receipt of
such notice to remedy the breach or within any longer period
agreed between NGC and the User, the agreement of NGC not to be
unreasonably withheld or delayed; or
(ii) where the breach is incapable of remedy, give written
notice to the User specifying in reasonable detail the nature of
the breach and the reasons why the breach is incapable of remedy
and requiring the User within 5 Business Days after receipt of
such notice to undertake to NGC not to repeat the breach.
8.2 De-Energisation
If: -
(a) the User fails to comply with the terms of any valid notice
served on it by NGC in accordance with Sub-Clause 8.1(i) or is in
breach of any undertaking given in accordance with Sub-Clause
8.1(ii) and such breach causes or can be reasonably expected to
cause a material adverse effect on the business or condition of
NGC or other Users or the NGC Transmission System or Users
Systems; or
(b) five Business Days have elapsed since the date of any valid
notice served on the User in accordance with Sub-Clause 8.2(ii)
and no undertaking is given by the User in accordance with
Sub-Clause 8.2(ii);
NGC may request the owner of the Distribution System to which the
User's Customers are connected to De-Energise such User's
customers upon the expiry of at least 48 hours prior written
notice to the User provided that at the time of expiry of such
notice the breach concerned remains unremedied and that neither
the User nor NGC has referred the matter to the Dispute
Resolution Procedure. In such event NGC may request the owner of
the Distribution System to which the User's Customers are
connected to De-Energise such User's Customers forthwith
following completion of the Dispute Resolution Procedure and
final determination of the dispute in NGCs favour.
8.3 NGC Transmission Licence
If a breach of the nature referred to in Sub-Clause 8.1 continues
to the extent that it places or seriously threatens to place in
the immediate future NGC in breach of the NGC Transmission
Licence, NGC may request the owner of the Distribution System to
which the User's Customers are connected to De-Energise such
User's Customers upon the expiry of at least 12 hours prior
written notice to the User, provided that at the time of expiry
of such notice the breach concerned remains unremedied.
8.4 Re-Energisation Disputes
If, following any De-Energisation pursuant to this Clause 8, a
User applies to NGC for NGC to issue instructions that the User's
Customers be Re-Energised and is refused or is offered terms
which the User does not accept, this shall be recognised as a
dispute over the terms for use of system which the User may refer
to the Director for determination under the NGC Transmission
Licence. If the User accepts any terms offered by NGC or settled
by the Director pursuant to any such reference, NGC shall request
the owner of the Distribution System to which the User's
Customers are connected to Re-Energise the User's Customers
forthwith after any request from the User for NGC to do so.
8.5 Event of Default
If the breach which led to any De-Energisation pursuant to this
Clause 8 remains unremedied at the ex-piry of at least 6
months after the date of such De-Energisation, NGC may declare by
notice in writing to the User that such breach has become an
event of default provided that: -
(a) all disputes arising out of the subject-matter to this
Clause 8 which are referred to the Dispute Resolution Procedure
have then been finally determined in favour of NGC; and
(b) any reference to the Director pursuant to Sub-Clause 8.4 has
then been finally determined in favour of NGC or any terms
settled by the Director pursuant to such application have not
been accepted by the User.
8.6 Disconnection
Once NGC has given a valid notice of an event of default pursuant
to Sub- Clause 8.5 NGC may give notice of termination to that
User whereupon this Supplemental Agreement shall terminate and:
(i) NGC shall request the owner of the Distribution System to
which that User's Customers are connected to disconnect such
Customers; and
(ii) the User shall be obliged to pay to NGC forthwith the Use
of System Charges due hereunder up to the end of the Financial
Year in which Termination occurs.
9. NOTICE TO TERMINATE
9.1 The User may terminate the Supplemental Agreement upon
giving to NGC not less than 28 days written notice of
termination.
9.2 If notice to terminate is given by the User under Sub-Clause
9.1 this Supplemental Agreement shall terminate upon the expiry
of the notice period. Immediately prior thereto the User shall
pay NGC all Use of System Charges payable by the User under this
Supplemental Agreement in respect of the Financial Year in which
termination takes place. This provision shall survive the
termination of this Supplemental Agreement.
10. MASTER AGREEMENT
The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the
Master Agreement shall apply to this Supplemental Agreement as if
set out in full herein.
11. VARIATIONS
No variation to this Supplemental Agreement shall be effective
unless made in writing and signed by or on behalf of both NGC and
the User. NGC and the User shall effect any amendment required to
be made to this Supplemental Agreement by the Director as a
result of a change in the Transmission Licence or an order made
pursuant to the Act or as a result of settling any of the terms
hereof and the User hereby authorises and instructs NGC to make
any such amendment on its behalf and undertakes not to withdraw,
qualify or revoke such authority or instruction at any time.
IN WITNESS WHEREOF the hands of the duly authorised
representatives of the parties hereto at the date first above
written
THE NATIONAL GRID COMPANY PLC )
By )
[the USER] )
By )
APPENDIX A
CUSTOMER INFORMATION
Customer - exit point
1. Location and nomenclature of Energy Metering Equipment
2. Distribution System operator
3. Grid Supply Point meeting Demand
4. Loss factor
APPENDIX B
(NOT USED)
APPENDIX C
ZONE/REGISTERED CAPACITY/PEAK HALF-HOURS/ESTIMATED DEMAND
COMPANY:
GRID SUPPLY POINT/
CONNECTION SITE:
ELECTRICAL LOCATION OF ENERGY METERING EQUIPMENT
MEASURING STATION DEMAND:
ZONE :
a. GENERATION:
SET TYPE/FUEL REGISTERED
CAPACITY MW
b. In the Financial Year 1st April 1990 to 31st March 1991 NGC's
Demand related Use of System charges shall be calculated by
reference to the Demand attributable to the User at the Grid
Supply Point identified above in relation to the 3 half-hours of
peak Demand (Active Power) occurring on the 3 days of peak Demand
(Active Power) which occur in the period from 1st November 1990
to 28th February 1991 and are at least 10 days apart.
c. In the Financial Year 1st April 1990 to 31st March 1991 NGCs
generation related Use of System Charges shall be calculated by
reference to the highest Registered Capacity during such
Financial Year and the Energy produced.
d. ESTIMATED DEMAND for the period between 1 April 1990 and 31st
March 1991 and thereafter as notified in accordance with the
Charging Rules.
________________MW
APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT
COMPANY:
LOCATION:
1) TYPE OF CHARGE: SYSTEM SERVICE
Demand related
Pound..........in respect of the period from 1st April 1990 to 31st
March 1991 payable in 12 equal monthly instalments subject to
adjustment in accordance with the
Charging Rules.
Note: based upon a charge of pound per KW and KW of Estimated
Demand as set out in Appendix C.
2) TYPE OF CHARGE: INFRASTRUCTURE
A. Demand related
Pound..........in respect of the period from 1st April 1990 to 31st
March 1991 payable in 12 equal monthly instalments subject to
adjustment in accordance with the Charging Rules.
Note: based upon a charge of pound per KW and........ KW of
Estimated Demand as set out in Appendix C.
B. Capacity Related
Pound..........in respect of the period from 1st April 1990 to 31st
March 1991 payable in 12 equal monthly instalments subject to
adjustment in accordance with the Charging Rules based upon a
charge of pound..........per KW Registered Capacity and....... KW
being the Registered Capacity as set out in Appendix C.
C. Energy Related
Pound..........per KWh in respect of each KWh of Energy entering the
Total System in the period from 31st March 1990 to 31st March
1991 payable as described in Clause 14 of the Master Agreement.
Payment shall be made in accordance with Clause 14 of the Master
Agreement.
APPENDIX E
CHARGING RULES
Use of System Charges - General and Data Requirements
1.1 NGC's Demand related Use of System Charges are calculated by
reference to Demand (Active Power) attributable to each Grid
Supply Point excluding that Demand (Active Power) met by embedded
Generating Units which is to be paid for otherwise than pursuant
to the Pooling and Settlement Agreement.
1.2 Data Requirements
1.2.1 On or before 31st December in each Financial Year the User
shall supply NGC with such data as NGC may from time to time
reasonably request to enable NGC to calculate the Connection
Charges and/or Use of System Charges due from the User to NGC in
respect of the Connection Site including the data specified in
Appendix C.
1.2.2 On or before 31st December in each Financial Year,
(i) Users who are Public Electricity Suppliers shall supply to
NGC a forecast for the following Financial Year of the
following:-
(a) the Natural Demand attributable to each Grid Supply Point
equal to the average of the forecasts of Natural Demand under
Annual Average Cold Spell (ACS) Conditions attributable to such
Grid Supply Point for each of a number of peak half-hours as
notified by NGC to the User under paragraph 2.1 of this Appendix
E; and
(b) the PES Supply Business Demand attributable to each Grid
Supply Point equal to the average of the forecasts of PES Supply
Business Demand under Annual Average Cold Spell (ACS) Conditions
attributable to such Grid Supply Point for each of a number of
peak half-hours as notified by NGC to the User under paragraph
2.1 of this Appendix E.
(ii) Users who are Second Tier Suppliers shall supply to NGC a
forecast for the following Financial Year of the STS Demand under
Annual Average Cold Spell (ACS) Conditions attributable to each
Grid Supply Point equal to the average of the forecasts of STS
Demand attributable to such Grid Supply Point for each of a
number of peak half-hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
(iii) Users who are Generators shall supply to NGC a forecast for
the following Financial Year of the Station Demand (Active Power)
under Annual Average Cold Spell (ACS) Conditions attributable to
each Grid Supply Point equal to the average of the forecasts of
such Station Demand (Active Power) attributable to such Grid
Supply Point for each of a number of peak half-hours as notified
by NGC to the User under paragraph 2.1 of this Appendix E.
1.3 Annual Adjustment
1.3.1 NGC's Demand related Use of System Charges shall be
calculated on the basis of actual Demand (Active Power)
attributable to each User at each Grid Supply Point for each of a
number of peak half hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
1.3.2 On or before 1st March each Financial Year NGC shall: -
(i) determine from meter readings of Energy Metering Equipment
the actual Demand (Active Power) attributable to each User at
each Grid Supply Point for each of the Number of Peak Half Hours
applicable during such Financial Year; and
(ii) shall compare the User's highest Registered Capacity during
such year with the Registered Capacity used when estimating the
charges due during such Financial Year;
1.3.3 NGC shall then promptly calculate on the basis of the
actual position determined in accordance with paragraph 1.3.2 the
amount of Demand related or Capacity related Use of System
Charges (as the case may be) that would have been payable by the
User under this Supplemental Agreement during each month during
that Financial Year if they had been calculated on the basis of
that of the actual position (the "Actual Amount"). NGC shall then
compare the Actual Amount with the amount of Demand related or
Capacity related Use of System Charges (as the case may be) paid
during each month during that Financial Year by the User under
this Supplemental Agreement (the "Notional Amount").
1.3.4 NGC shall then prepare a reconciliation statement and send
it to the User. Such statement shall specify the Actual Amount
and the Notional Amount for each month during the relevant
Financial Year and, in reasonable detail, the information from
which such amounts were derived and the way in which they were
calculated.
1.3.5 Together with the reconciliation statement NGC shall send
the User an invoice in relation to any sums shown by the
reconciliation statement to be due to NGC and interest thereon
calculated pursuant to paragraph 1.3.6 below. Forthwith following
receipt of any reconciliation statement the User shall send to
NGC an invoice in relation to any sum shown by the reconciliation
statement to be due to the User and interest thereon calculated
pursuant to paragraph 1.3.6 below. Such invoices shall be payable
on or before 31st March in such Financial Year.
1.3.6 In respect of each month during that Financial Year. -
(a) the User shall, following receipt of an appropriate invoice,
pay to NGC an amount equal to the amount (if any) by which the
Actual Amount exceeds the Notional Amount; and
(b) NGC shall, following receipt of an appropriate invoice, repay
to the User an amount equal to the amount (if any). by which the
Notional Amount exceeds the Actual Amount.
Interest shall be payable by the paying Party to the other on
such amounts from the Payment Date applicable to the month
concerned until the date of actual payment of such amounts (which
shall not be later than 31st March in such Financial Year). Such
interest shall be calculated on a daily basis at the rate equal
to the base rate of Barclays Bank PLC for the time being and from
time to time during such period.
2. Revision of Charges
2.1 To the extent permitted by the Transmission Licence NGC may
revise its Connection Charges and Use of System Charges or the
basis of their calculation including issuing revisions to
Appendices B, C and D hereto. On or before 31st October in each
Financial Year NGC shall notify the User of the intended basis of
calculation to be used by NGC in the following Financial Year
(including the number and timing of peak half-hours if any to be
used when calculating Demand related infrastructure charges) and
shall consult with the User concerning the same. On or before
30th November in each Financial Year NGC shall confirm to the
User the basis of calculation to be used in the following
Financial Year. NGC shall give the User not less than 2 months
prior written notice of any revised charges, including revisions
to Appendices B, C and D hereto, which notice shall specify the
date upon which such revisions become effective (which may be at
any time). The User shall pay any such revised charges and
Appendix B, C and/or D as appropriate shall be amended
automatically (and a copy sent to the User) to reflect any
changes to such Appendices with effect from the date specified in
such notice.
2.2 The User acknowledges that NGC will establish a new asset
register during the course of the Financial Year ending 31st
March 1991. As a result, NGC shall have the right to vary the
asset allocation reflected in Appendix A upon giving not less
than 2 months prior written notice to the User provided that: -
(a) NGC has first consulted the User in advance in good faith,
including informing the User of the nature of the reallocation
insofar as it materially affects the Connection Site and
indicating the likely implications for the User of such
reallocation; and
(b) the principles of asset allocation are those set out in the
statements required by Condition 1 0(2)D of the Transmission
Licence, the form of which has been approved by the Director.
Such asset reallocation shall be effective from 1st April 1991
and the provisions of Appendices A and B shall be amended
automatically (and a copy sent to the User) to reflect such
reallocation with effect from such date.
2.3 Subject to the provisions of paragraph 3.2 below if in the
reasonable opinion of NGC any development, replacement,
renovation, alteration, construction or other work to the NGC
Transmission System means that NGC needs to vary the Connection
Charges payable by the User in relation to the Connection Site
NGC shall have the right to vary such charges accordingly upon
giving to the User not less than 2 months prior written notice.
Such notice shall be deemed to be a revised Connection Offer and
before any such variation become effective the provisions of
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following
any such variation the provisions of Appendices A and B shall be
amended automatically (and a copy sent to the User) to reflect
such variation with effect from the date such variation comes
into effect.
3. Replacement of NGC Assets
3.1 Appendix A specifies the age of each of the NGC Assets at
the Connection Site at the date of this Supplemental Agreement.
NGC Connection Charges and Use of System Charges are calculated
on the assumption that NGC Assets will not require replacement
until the expiry of the Replacement Period applicable to each NGC
Asset concerned. Such Replacement Periods have been agreed
between NGC and the User. For the avoidance of doubt, they have
been prepared for accounting purposes and carry no implication
that they represent the actual useful lives of such assets.
3.2 Where in NGCs reasonable opinion an NGC Asset requires
replacement before the expiry of its Replacement Period NGC
shall, with the prior written approval of the User (except where
in NGCs reasonable opinion such replacement is necessary, in
which case such approval shall not be required but in such case
the User shall have the right to give notice to Disconnect) have
the right to replace the NGC Asset at no additional cost to the
User until expiry of its original Replacement Period. Upon the
expiry of such original Replacement Period NGC shall be entitled
to vary the Connection Charges in respect of the replaced NGC
Asset so that they are calculated on the basis of the then
current Net Asset Value of such NGC Assets. NGC shall give the
User not less than 2 months prior written notice of such varied
charges which notice shall specify the date upon which such
increase becomes effective. The User shall pay such varied
charges and Appendices A and B shall be amended automatically
(and a copy sent to the User) to reflect such revised charges
with effect from the date specified in such notice.
3.3 Upon the expiry of the Replacement Period of any NGC Asset,
NGC shall replace such NGC Asset if requested to do so by the
User or if in NGC's reasonable opinion it is necessary to do so
to enable NGC to comply with its Licence obligations. Unless so
replaced, NGC shall keep the NGC Asset in service. In the event
that it is left in service the User shall pay Connection Charges
in respect of such NGC Asset calculated by reference to Net Asset
Value derived from a revaluation of the asset by NGC (which in
the reasonable opinion of NGC, taking into account the
depreciation already paid over the lifetime of that asset,
reflects the then expected life expectancy of the asset plus
capitalised renovation or refurbishment costs). Upon any such
replacement NGC shall be entitled to vary the Connection Charges
in respect of the replaced NGC Asset so that they are calculated
on the basis of the then current Net Asset Value of such NGC
Asset. NGC shall give the User not less than 2 months prior
written notice of such varied charges which notice shall specify
the date upon which such increase becomes effective. The User
shall pay such varied charges and Appendices B and D shall be
amended automatically (and a copy sent to the User) to reflect
such revised charges with effect from the date notified to the
User by NGC.
4. U
4.1 Until the end of the Financial Year in which the termination
occurs the User shall pay to NGC the Connection Charges and Use
of System Charges for which the User is liable in full. Where the
User has a Connection Site the User shall at the end of such
Financial Year pay to NGC a sum equal to the following:
(i) the then current Net Asset Value of the NGC Assets at the
Connection Site in question; and
(ii) a sum equal to the reasonable cost of removing such NGC
Assets.
4.2 Where a Termination Amount is paid to NGC under this
Agreement and subsequently NGC uses the NGC Assets at the same or
another Connection Site and renders and receives a Connection
Charge therefor NGC shall pay to the User the Net Asset Value
component of the Termination Amount less reasonable maintenance
and storage costs. NGC shall use its reasonable endeavours to
e-use such NGC Assets where it is economic to do so. Upon request
and at the cost of the User, NGC shall issue a certificate no
more frequently than once each calendar year indicating whether
or not such NGC Assets have or have not been so re-used.
5. Variation of Charges by NGC during the Financial Year
If NGC is notified of a reduced Demand forecast by a PES or STS
from the forecast submitted under paragraph 1.2 of this Appendix
and is also notified of a corresponding increase in such a Demand
forecast by another PES or STS NGC shall vary the Use of System
charges due from the User notifying the reduction such that the
charges payable reflect the revised forecast within 30 days of
receipt of the 2 notices. NGC shall vary or commence charging as
the case may be the Use of System charges due from the User
notifying the increase with effect from the date that the
increase becomes effective. Save where NGC receives 2
corresponding notifications there shall unless NGC decides
otherwise be no variation of charges downwards during the
Financial Year to cover this eventuality and reconciliation shall
be effected pursuant to paragraph 1.3 of this Appendix.
6. Deductions
In respect of any NGC Engineering Charges which have been paid by
the User in connection with a Connection Application or under
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall
reduce the amount of Connection Charges payable by the User in
relation to the respective Connection Site on 1st April in each
of the first 3 years of the payment of such Connection Charges by
an amount equal on each occasion to one third of such NGC
Engineering Charges.
APPENDIX F1
SITE SPECIFIC TECHNICAL CONDITIONS
Metering
1.1 Operator
Where the Connection Site is a Grid Supply Point, and the User is
or will be Registrant in relation to the Energy Metering
Equipment required by the Pooling and Settlement Agreement at the
Grid Supply Point and/or at the bulk supply point(s) which are
related to that Grid Supply Point, NGC shall install and be the
Operator of all such Energy Metering Equipment from the Transfer
Date until the FMS Date and thereafter: -
1.1.1 NGC may resign as Operator of such Energy Metering
Equipment on giving no less than 12 months' notice in writing;
and
1.1.2 the User may remove NGC as Operator upon giving no less
than 12 months' notice in writing. Provided that where the User
agrees to become owner of any such Energy Metering Equipment NGC
may resign as Operator upon such transfer of ownership and shall
agree such terms as shall be reasonably necessary to enable the
User to perform its obligations as Operator of such Energy
Metering Equipment.
1.2 U
NGC shall recover its charges for acting as Operator of any
Energy Metering System which is an NGC Asset charged for under
this Supplemental Agreement as part of such charges. Where NGC
acts as Operator of any other Energy Metering System owned by NGC
for which the User is Registrant NGC shall charge and the User
shall pay such amount which is reasonable in all the
circumstances.
1.3 Interference
The User shall ensure that its employees, agents and invitees
will not interfere with any Energy Metering Equipment in respect
of which NGC is Operator or the connections to such Energy
Metering Equipment, without the prior written consent of NGC
(except to the extent that emergency action has to be taken to
protect the health and safety of persons or to prevent serious
damage to property proximate to the Energy Metering Equipment or
to the extent that such action is authorised under the Master
Agreement or any other agreement between NGC and the User).
1.4 Pulse data
The User shall have the right to collect and record pulses from
the meters comprised in the Energy Metering System(s) at the
Connection Site. NGC shall give the User access in accordance
with the Interface Agreement to collect and record such pulses
and to install and maintain such lines and equipment as maybe
reasonably necessary therefor.
EXHIBIT 6
DATED 30th March 1990
THE NATIONAL GRID COMPANY PLC (1)
and
[ ] (2)
________________________________________
SUPPLEMENTAL AGREEMENT TYPE 6
_________________________________________
(for Generators with Minor Independent
Generating Plant which is Embedded and who are acting in that
capacity and also are Pool Members
CONTENTS
Clause Title
1 Definitions, Interpretation, Construction
2 Right to use the NGC Transmission System
3 Site of Connection to the Distribution System
4 Use of System Charges
5 Charging Rules
6 Metering
7 Term
8 Emergency Deenergisation
9 Deenergisation and Disconnection
10 Notice to Terminate
11 Master Agreement
12 Variations
Appendix A Site of Connection
Appendix B
Appendix C Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D Use of System Charges/Payment
Appendix E Charging Rules
Appendix F1 Site Specific Technical Conditions - Metering
THIS SUPPLEMENTAL AGREEMENT is made the and becomes
effective on the 31st day of March 1990
BETWEEN
(1) THE NATIONAL GRID COMPANY PLC a company registered in
England with number 2366977 whose registered office is at
National Grid House, Sumner Street, London SE1 9JU ("NGC", which
expression shall include its successors and/or permitted
assigns); and
(2) [ ] a company registered in [ ] with number [ ] whose
registered office is at [ ] (the "User", which expression shall
include its successors and/or permitted assigns)
WHEREAS
(A) NGC and the User are parties to a Master Connection and Use
of System Agreement dated [ ] ("Master Agreement").
(B) This Supplemental Agreement is entered into pursuant to the
terms of the Master Agreement and shall be read as being governed
by them.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS. INTERPRETATION AND CONSTRUCTION
1.1 General
Unless the subject matter or context otherwise requires or is
inconsistent therewith terms and expressions defined in Schedule
2 to the Master Agreement have the same meanings, interpretations
or constructions in this Supplemental Agreement.
2. RIGHT TO USE THE NGC TRANSMISSION SYSTEM
2.1 Subject to the other provisions of this Agreement including
the provisions of the Grid Code, the User may take supplies of
power on to and/or take supplies of power from the NGC
Transmission System as the case may be.
2.2 The User shall not operate its User's Equipment such that any
of it exceeds its Registered Capacity save as expressly
permitted and instructed pursuant to the Fuel Security Code or as
may be necessary or expedient in accordance with Good Industry
Practice.
2.3 Data of a technical or operational nature collected recorded
or otherwise generated pursuant to this Supplemental Agreement
shall be deemed data lodged pursuant to the Grid Code to the
extent that the Grid Code makes provision therefor.
2.4 Subject to the provisions of this Agreement and the Grid
Code, NGC shall accept into the NGC Transmission System power
generated by the User up to the Maximum Export Capacity except to
the extent (if any) that NGC is prevented from doing so by
transmission constraints which could not be avoided by the
exercise of Good Industry Practice by NGC.
2.5 Subject to the provisions of the Grid Code NGC shall be
entitled to plan and execute outages of parts of the NGC
Transmission System or Plant or Apparatus at any time and from
time to time.
3. SITE OF CONNECTION TO THE DISTRIBUTION SYSTEM
The site where the User is connected to the Distribution System
is more particularly described in Appendix A.
4. USE OF SYSTEM CHARGES
With effect from the commencement of this Supplemental Agreement
the User shall pay to NGC the Use of System Charges set out in
Appendix D payable in accordance with the provisions of Appendix
E.
5. CHARGING RULES
The provisions of the Charging Rules set out in Appendix E to
this Supplemental Agreement shall apply.
6. METERING
The provisions of Appendix Fl shall have effect.
7. TERM
Subject to the provisions for earlier termination set out herein
and in Clause 17 of the Master Agreement, this Supplemental
Agreement shall continue until the User's Plant is Disconnected
from the Distribution System in accordance with Clause 9 or 10.
8. EMERGENCY DEENERGISATION
8.1 Emergency Deenergisation requested by NGC: If, in the
reasonable opinion of NGC, the condition or manner of operation
of the NGC Transmission System or the User's System (if any)
poses an immediate threat of injury or material damage to any
person or to the Total System or to any User's System or to the
NGC Transmission System, NGC shall have the right to request the
owner of the Distribution System to which the User is connected
to Deenergise the User's Equipment if it is necessary or
expedient to do so to avoid the occurrence of such injury or
damage.
8.2 Emergency Deenergisation by a User: If, in the reasonable
opinion of the User the condition or manner of operation of the
NGC Transmission System, the Total System or any other User's
System, poses an immediate threat of injury or material damage to
any person or to the User's System the User shall the right to
Deenergise the User's Equipment if it is necessary or expedient
to do so to avoid the occurrence of such injury or damage.
8.3 Renergisation: The User's Equipment at the Connection Site
shall be Re-Energised as quickly as practicable after the
circumstances to any Deenergisation under this Clause 12 have
ceased to exist.
9. DEENERGISATION AND DISCONNECTION
9.1 Breach by the User:
If the User shall be in breach of the provisions of this
Supplemental Agreement and such breach causes or can reasonably
be expected to cause a material adverse effect on the business or
condition of NGC or other Users or the NGC Transmission System
or User Systems then NGC may:-
(i) where the breach is capable of remedy, give written notice to
the User specifying in reasonable detail the nature of the breach
and requiring the User within 28 days after receipt of such
notice to remedy the breach or within any longer period agreed
between NGC and the User, the agreement of NGC not to be
unreasonably withheld or delayed; or
(ii) where the breach is incapable of remedy, give written notice
to the User specifying in reasonable detail the nature of the
breach and the reasons why the breach is incapable of remedy and
requiring the User within 5 Business Days after the receipt of
such notice to undertake to NGC not to repeat the breach.
9.2 De-Energisation: If:-
(a) the User fails to comply with the terms of any valid notice
served on it by NGC in accordance with Sub-Clause 9.1(i) or is in
breach of any undertaking given in accordance with Sub-Clause
9.1(ii) and such breach causes or can be reasonably expected to
cause a material adverse effect on the business or condition of
NGC or other Users or the NGC Transmission or User Systems; or
(b) five Business Days have elapsed the date of any valid notice
served on the User in accordance with Sub-Clause 9.2(ii) and no
undertaking is given by the User in accordance with Sub-Clause
9.2(ii); NGC may request the owner of the Distribution System to
which the User is connected to De-Energise the User's Plant at
that site upon expiry of at least 48 hours prior written notice
to the User, provided that at the time of expiry of such notice
the breach concerned remains unremedied and that neither the User
nor NGC has referred the matter to the Dispute Resolution
Procedure. In such event NGC may request the owner of the
Distribution System to which the User is connected to De-Energise
the User's Plant at that site forthwith following completion of
the Dispute Resolution Procedure and final determination of the
dispute in NGC's favour.
9.3 NGC Transmission Licence: If a breach of the nature referred
to in Sub-Clause 9.1 continues to the extent that it places or
seriously threatens to place in the immediate future NGC in
breach of the NGC Transmission Licence, NGC may request the owner
of the Distribution System to which the User's Customers are
connected to De-Energise such User's Customers upon the expiry of
at least 12 hours prior written notice to the User, provided that
at the time of expiry of such notice the breach concerned remains
unremedied.
9.4 Re-Energisation Disputes: If, following any De-Energisation
pursuant to this Clause 9, a User applies to NGC for NGC to issue
instructions that the User's Customer(s) be Re-Energised and is
refused or is offered terms which the User does not accept, this
shall be recognized as a dispute over the terms for use of system
which the User may refer to the Director for determination under
the NGC Transmission Licence. If the User accepts any terms
offered by NGC or settled by the Director pursuant to any such
reference, NGC shall request the owner of the Distribution System
to which the User's Plant is connected to Re-Energise the User's
Plant forthwith after any request from the User for NGC to do so.
9.5 Event of Default: If the breach which led to any
De-Energisation pursuant to this Clause 9 remains unremedied at
the expiry of at least 6 months after the date of such
De-Energisation, NGC may declare by notice in writing to the User
that such breach has become an event of default provided that:-
(a) all disputes arising out of the subject-matter to this Clause
9 which are referred to the Dispute Resolution Procedure have
then been finally determined in favour of NGC; and (b) any
reference to the Director pursuant to Sub-Clause 8.4 has then
been finally determined in favour of NGC or any terms settled by
the Director pursuant to such application have not been accepted
by the User.
9.6 Disconnection: Once NGC has given a valid notice of an event
of default pursuant to Sub- Clause 9.5 NGC may give notice of
termination to that User whereupon this Supplemental Agreement
shall terminate and
(i) NGC shall request the owner of the Distribution System to
which that User is connected to Disconnect all the User's Plant
at the site; and
(ii) the User shall be obliged to pay to NGC forthwith the Use
of System Charges due hereunder up to the end of the Financial
Year in which Termination occurs.
10. NOTICE TO TERMINATE
10.1 The User may terminate the Supplemental Agreement upon
giving to NGC not less than 6 months written notice of
termination.
10.2 If notice to terminate is given by the User under Sub-Clause
10.1 this Supplemental Agreement shall terminate upon the expiry
of the notice period. Immediately prior thereto the User shall
pay NGC all Use of System Charges payable by the User under this
Supplemental Agreement in respect of the Financial Year in which
termination takes place. This provision shall survive the
termination of this Supplemental Agreement.
11. MASTER AGREEMENT
The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the
Master Agreement shall apply to this Supplemental Agreement as if
set out in full herein.
1 2. VARIATIONS
No variation to this Supplemental Agreement shall be effective
unless made in writing and signed by or on behalf of both NGC and
the User. NGC and the User shall effect any amendment required to
be made to this Supplemental Agreement by the Director as a
result of a change in the Transmission Licence or an order made
pursuant to the Act or as a result of settling any of the terms
hereof and the User hereby authorises and instructs NGC to make
any such amendment on its behalf and undertakes not to withdraw,
qualify or revoke such authority or instruction at any time.
IN WITNESS WHEREOF the hands of the duly authorised
representatives of the parties hereto at the date first above
written
THE NATIONAL GRID COMPANY PLC )
By )
the USER )
By )
APPENDIX A
COMPANY:
SITE OF CONNECTION TO DISTRIBUTION SYSTEM:
APPENDIX B
NOT USED
APPENDIX C
ZONE/REGISTERED CAPACITY / PEAK HALF/ESTIMATED DEMAND
COMPANY :
GRID SUPPLY POINT/
CONNECTION SITE:
ELECTRICAL LOCATION OF ENERGY METERING
EQUIPMENT MEASURING STATION DEMAND:
ZONE :
a. GENERATION:
SET TYPE/FUEL REGISTERED
CAPACITY MW
b. In the Financial Year 1st April 1990 to 31st March 1991 NGC's
Demand related Use of System charges shall be calculated by
reference to the Demand attributable to the User at the Grid
Supply Point identified above in relation to the 3 half-hours of
peak Demand (Active Power) occurring on the 3 days of peak
Demand (Active Power) which occur in the period from 1st November
1990 to 28th February 1991 and are at least 10 days apart.
c. In the Financial Year 1st April 1990 to 31st March 1991 NGC's
generation related Use of System Charges shall be calculated by
reference to the highest Registered Capacity during such
Financial Year and the Energy produced.
d. ESTIMATED DEMAND for the period between 1 April 1990 and 31st
March 1991 and thereafter as notified in accordance with the
Charging Rules.
__________MW
APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT
COMPANY:
LOCATION:
I ) TYPE OF CHARGE: SYSTEM SERVICE
Demand related
Pound...................in respect of the period from 1st April 1990
to 31st March 1991 payable in 12 equal monthly installments
subject to adjustment in accordance with the Charging Rules.
Note: based upon a charge of pound.............per KW and..... KW of
Estimated Demand as set out in Appendix C.
2) TYPE OF CHARGE: INFRASTRUCTURE
A. Demand related
Pound...........in respect of the period from 1st April 1990 to 31st
March 1991 payable in 12 equal monthly installments subject to
adjustment in accordance with the Charging Rules.
Note: based upon a charge of pound..........per KW and ..........KW
of Estimated Demand as set out in Appendix C.
B. Capacity Related
Pound.......in respect of the period from 1st April 1990 to 31st
March 1991 payable in 12 equal monthly installments subject to
adjustment in accordance with the Charging Rules based upon a
charge of pound..... per KW Registered Capacity and .... KW being
the Registered Capacity as set out in Appendix C.
C. Energy Related
Pound........per KWh in respect of each KWh of Energy entering the
Total System in the period from 31st March 1990 to 31st March
1991 payable as described in Clause 14 of the Master Agreement.
Payment shall be made in accordance with Clause 14 of the Master
Agreement.
APPENDIX E
CHARGING RULES
1. Use of System Charges - General and Data Requirements
1.1 NGC's Demand related Use of System Charges are calculated by
reference to Demand (Active Power) attributable to each Grid
Supply Point excluding that Demand (Active Power) met by embedded
Generating Units which is to be paid for otherwise than pursuant
to the Pooling and Settlement Agreement.
1.2 Data Requirements
1.2.1 On or before 31st December in each Financial Year the User
shall supply NGC with such data as NGC may from time to time
reasonably request to enable NGC to calculate the Connection
Charges and/or Use of System Charges due from the User to NGC in
respect of the Connection Site including the data specified in
Appendix C.
1.2.2 On or before 31st December in each Financial Year, (i)
Users who are Public Electricity Suppliers shall supply to NGC a
forecast for the following Financial Year of the following:-
(a) the Natural Demand attributable to each Grid Supply Point
equal to the average of the forecasts of Natural Demand under
Annual Average Cold Spell (ACS) Conditions attributable to such
Grid Supply Point for each of a number of peak half-hours as
notified by NGC to the User under paragraph 2.1 of this Appendix
E; and
(b) the PES Supply Business Demand attributable to each Grid
Supply Point equal to the average of the forecasts of PES Supply
Business Demand under Annual Average Cold Spell (ACS) Conditions
attributable to such Grid Supply Point for each of a number of
peak half-hours as notified by NGC to the User under paragraph
2.1 of this Appendix E.
(ii) Users who are Second Tier Suppliers shall supply to NGC a
forecast for the following Financial Year of the STS Demand under
Annual Average Cold Spell (ACS) Conditions attributable to each
Grid Supply Point equal to the average of the forecasts of STS
Demand attributable to such Grid Supply Point for each of a
number of peak half-hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
(iii) Users who are Generators shall supply to NGC a forecast for
the following Financial Year of the Station Demand (Active Power)
under Annual Average Cold Spell (ACS) Conditions attributable to
each Grid Supply Point equal to the average of the forecasts of
such Station Demand (Active Power) attributable to such Grid
Supply Point for each of a number of peak half-hours as notified
by NGC to the User under paragraph 2.1 of this Appendix E.
1.3 Annual Adjustment
1.3.1 NGCs Demand related Use of System Charges shall be
calculated on the basis of actual Demand (Active Power)
attributable to each User at each Grid Supply Point for each of a
number of peak half hours as notified by NGC to the User under
paragraph 2.1 of this Appendix E.
1.3.2 On or before 1st March each Financial Year NGC shall:
(i) determine from meter readings of Energy Metering Equipment
the actual Demand (Active Power) attributable to each User at
each Grid Supply Point for each of the Number of Peak Half Hours
applicable during such Financial Year; and
(ii) shall compare the User's highest Registered Capacity during
such year with the Registered Capacity used when estimating the
charges due during such Financial Year;
1.3.3 NGC shall then promptly calculate on the basis of the
actual position determined in accordance with paragraph 1.3.2 the
amount of Demand related or Capacity related Use of System
Charges (as the case may be) that would have been payable by the
User under this Supplemental Agreement during each month during
that Financial Year if they had been calculated on the basis of
that of the actual position (the "Actual Amount"). NGC shall then
compare the Actual Amount with the amount of Demand related or
Capacity related Use of System Charges (as the case may be) paid
during each month during that Financial Year by the User under
this Supplemental Agreement (the "Notional Amount").
1.3.4 NGC shall then prepare a reconciliation statement and send
it to the User. Such statement shall specify the Actual Amount
and the Notional Amount for each month during the relevant
Financial Year and, in reasonable detail, the information from
which such amounts were derived and the way in which they were
calculated.
1.3.5 Together with the reconciliation statement NGC shall send
the User an invoice in relation to any sums shown by the
reconciliation statement to be due to NGC and interest thereon
calculated pursuant to paragraph 1.3.6 below. Forthwith
following receipt of any reconciliation statement the User shall
send to NGC an invoice in relation to any sum shown by the
reconciliation statement to be due to the User and interest
thereon calculated pursuant to paragraph 1.3.6 below. Such
invoices shall be payable on or before 31st March in such
Financial Year.
1.3.6 In respect of each month during that Financial Year:-
(a) the User shall, following receipt of an appropriate invoice,
pay to NGC an amount equal to the amount (if any) by which the
Actual Amount exceeds the Notional Amount; and
(b) NGC shall, following receipt of an appropriate invoice, repay
to the User an amount equal to the amount (if any) by which the
Notional Amount exceeds the Actual Amount. Interest shall be
payable by the paying Party to the other on such amounts from the
Payment Date applicable to the month concerned until the date of
actual payment of such amounts (which shall not be later than
31st March in such Financial Year). Such interest shall be
calculated on a daily basis at the rate equal to the base rate of
Barclays Bank PLC for the time being and from time to time during
such period.
2. Revision of Charges
2.1 To the extent permitted by the Transmission Licence NGC may
revise its Connection Charges and Use of System Charges or the
basis of their calculation including issuing revisions to
Appendices B, C and D hereto. On or before 31st October in each
Financial Year NGC shall notify the User of the intended basis of
calculation to be used by NGC in the following Financial Year
(including the number and timing of peak half-hours if any to be
used when calculating Demand related infrastructure charges) and
shall consult with the User concerning the same. On or before
30th November in each Financial Year NGC shall confirm to the
User the basis of calculation to be used in the following
Financial Year. NGC shall give the User not less than 2 months
prior written notice of any revised charges, including revisions
to Appendices B, C and D hereto, which notice shall specify the
date upon which such revisions become effective (which may be at
any time). The User shall pay any such revised charges and
Appendix B, C and/or D as appropriate shall be amended
automatically (and a copy sent to the User) to reflect any
changes to such Appendices with effect from the date specified in
such notice.
2.2 The User acknowledges that NGC will establish a new asset
register during the course of the Financial Year ending 31st
March 1991. As a result, NGC shall have the right to vary the
asset allocation reflected in Appendix A upon giving not less
than 2 months prior written notice to the User provided that
(a) NGC has first consulted the User in advance in good faith,
including informing the User of the nature of the reallocation
insofar as it materially affects the Connection Site and
indicating the likely implications for the User of such
reallocation; and
(b) the principles of asset allocation are those set out in the
statements required by Condition 10(2)D of the Transmission
Licence, the form of which has been approved by the Director.
Such asset reallocation shall be effective from 1st April 1991
and the provisions of Appendices A and B shall be amended
automatically (and a copy sent to the User) to reflect such
reallocation with effect from such date.
2.3 Subject to the provisions of paragraph 3.2 below if in the
reasonable opinion of NGC any development, replacement,
renovation, alteration, construction or other work to the NGC
Transmission System means that NGC needs to vary the Connection
Charges payable by the User in relation to the Connection Site
NGC shall have the right to vary such charges accordingly upon
giving to the User not less than 2 months prior written notice.
Such notice shall be deemed to be a revised Connection Offer and
before any such variation become effective the provisions of
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following
any such variation the provisions of Appendices A and B shall be
amended automatically (and a copy sent to the User) to reflect
such variation with effect from the date such variation comes
into effect.
3. Replacement of NGC Assets
3.1 Appendix A specifies the age of each of the NGC Assets at the
Connection Site at the date of this Supplemental Agreement. NGC
Connection Charges and Use of System Charges are calculated on
the assumption that NGC Assets will not require replacement until
the expiry of the Replacement Period applicable to each NGC
Asset concerned. Such Replacement Periods have been agreed
between NGC and the User. For the avoidance of doubt, they have
been prepared for accounting purposes and carry no implication
that they represent the actual useful lives of such assets.
3.2 Where in NGC's reasonable opinion an NGC Asset requires
replacement before the expiry of its Replacement Period NGC
shall, with the prior written approval of the User (except where
in NGC's reasonable opinion such replacement is necessary, in
which case such approval shall not be required but in such case
the User shall have the right to give notice to Disconnect) have
the right to replace the NGC Asset at no additional cost to the
User until expiry of its original Replacement Period. Upon the
expiry of such original Replacement Period NGC shall be entitled
to vary the Connection Charges in respect of the replaced NGC
Asset so that they are calculated on the basis of the then
current Net Asset Value of such NGC Assets. NGC shall give the
User not less than 2 months prior written notice of such varied
charges which notice shall specify the date upon which such
increase becomes effective. The User shall pay such varied
charges and Appendices A and B shall be amended automatically
(and a copy sent to the User) to reflect such revised charges
with effect from the date specified in such notice.
3.3 Upon the expiry of the Replacement Period of any NGC Asset,
NGC shall replace such NGC Asset if requested to do so by the
User or if in NGC's reasonable opinion it is necessary to do so
to enable NGC to comply with its Licence obligations. Unless so
replaced, NGC shall keep the NGC Asset in service. In the event
that it is left in service the User shall pay Connection Charges
in respect of such NGC Asset calculated by reference to Net
Asset Value derived from a revaluation of the asset by NGC
(which in the reasonable opinion of NGC, taking into account the
depreciation already paid over the lifetime of that asset,
reflects the then expected life expectancy of the asset plus
capitalised renovation or refurbishment costs). Upon any such
replacement NGC shall be entitled to vary the Connection Charges
in respect of the replaced NGC Asset so that they are calculated
on the basis of the then current Net Asset Value of such NGC
Asset. NGC shall give the User not less than 2 months prior
written notice of such varied charges which notice shall specify
the date upon which such increase becomes effective. The User
shall pay such varied charges and Appendices B and D shall be
amended automatically (and a copy sent to the User) to reflect
such revised charges with effect from the date notified to the
User by NGC.
4. Termination Amounts
4.1 Until the end of the Financial Year in which the termination
occurs the User shall pay to NGC the Connection Charges and Use
of System Charges for which the User is liable in full. Where the
User has a Connection Site the User shall at the end of such
Financial Year pay to NGC a sum equal to the following:-
(i) the then current Net Asset Value of the NGC Assets at the
Connection Site in question; and
(ii) a sum equal to the reasonable cost of removing such NGC
Assets.
4.2 Where a Termination Amount is paid to NGC under this
Agreement and subsequently NGC uses the NGC Assets at the same
or another Connection Site and renders and receives a Connection
Charge therefor NGC shall pay to the User the Net Asset Value
component of the Termination Amount less reasonable maintenance
and storage costs. NGC shall use its reasonable endeavours to
re-use such NGC Assets where it is economic to do so. Upon
request and at the cost of the User, NGC shall issue a
certificate no more frequently than once each calendar year
indicating whether or not such NGC Assets have or have not been
so re-used.
5. Variation of Charges by NGC during the Financial Year
If NGC is notified of a reduced Demand forecast by a PES or STS
from the forecast submitted under paragraph 1.2 of this Appendix
and is also notified of a corresponding increase in such a
Demand forecast by another PES or STS NGC shall vary the Use of
System charges due from the User notifying the reduction such
that the charges payable reflect the revised forecast within 30
days of receipt of the 2 notices. NGC shall vary or commence
charging as the case may be the Use of System charges due from
the User notifying the increase with effect from the date that
the increase becomes effective. Save where NGC receives 2
corresponding notifications there shall unless NGC decides
otherwise be no variation of charges downwards during the
Financial Year to cover this eventuality and reconciliation
shall be effected pursuant to paragraph 1.3 of this Appendix.
6. Deductions
In respect of any NGC Engineering Charges which have been paid by
the User in connection with a Connection Application or under
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall
reduce the amount of Connection Charges payable by the User in
relation to the respective Connection Site on 1st April in each
of the first 3 years of the payment of such Connection Charges by
an amount equal on each occasion to one third of such NGC
Engineering Charges.
APPENDIX F1
SITE SPECIFIC TECHNICAL CONDITIONS
Metering
1.1 Operator
Where the Connection Site is a Grid Supply Point, and the User is
or will be Registrant in relation to the Energy Metering
Equipment required by the Pooling and Settlement Agreement at the
Grid Supply Point and/or at the bulk supply point(s) which are
related to that Grid Supply Point, NGC shall install and be the
Operator of all such Energy Metering Equipment from the Transfer
Date until the FMS Date and thereafter:
1.1.1 NGC may resign as Operator of such Energy Metering
Equipment on giving no less than 12 months' notice in writing;
and
1.1.2 the User may remove NGC as Operator upon giving no less
than 12 months' notice in writing.
Provided that where the User agrees to become owner of any such
Energy Metering Equipment NGC may resign as Operator upon such
transfer of ownership and shall agree such terms as shall be
reasonably necessary to enable the User to perform its
obligations as Operator of such Energy Metering Equipment.
1.2 Charges
NGC shall recover its charges for acting as Operator of any
Energy Metering System which is an NGC Asset charged for under
this Supplemental Agreement as part of such charges. Where NGC
acts as Operator of any other Energy Metering System owned by NGC
for which the User is Registrant NGC shall charge and the User
shall pay such amount which is reasonable in all the
circumstances.
1.3 Interference
The User shall ensure that its employees, agents and invitees
will not interfere with any Energy Metering Equipment in respect
of which NGC is Operator or the connections to such Energy
Metering Equipment, without the prior written consent of NGC
(except to the extent that emergency action has to be taken to
protect the health and safety of persons or to prevent serious
damage to property proximate to the Energy Metering Equipment or
to the extent that such action is authorised under the Master
Agreement or any other agreement between NGC and the User).
1.4 Pulse data
The User shall have the right to collect and record pulses from
the meters comprised in the Energy Metering System(s) at the
Connection Site. NGC shall give the User access in accordance
with the Interface Agreement to collect and record such pulses
and to install and maintain such lines and equipment as maybe
reasonably necessary therefor.
EXHIBIT 7
CONNECTION APPLICATION
NOTES
PLEASE STUDY THE FOLLOWING NOTES BEFORE COMPLETING AND SIGNING
THIS APPLICATION FORM.
1. NGC requires the information requested in this application
form for the purposes of preparing an offer ("the Offer") to
enter into an agreement for connection to and/or use of the NGC
Transmission System in accordance with Condition 10(B) of the NGC
Transmission Licence. It is essential that the Applicant should
supply all information requested in this application form and
that every effort should be made to ensure that such information
should be accurate.
Please note that certain expressions which are used in this
application form are defined in the glossary of definitions
(contained in Schedule 2 to the Master Agreement) and when this
occurs the expressions have capital letters at the beginning of
each word.
2. Should NGC consider that any information provided is
incomplete or unclear or should NGC require further information
in order that it may prepare the Offer, the Applicant will be
requested to provide further information or clarification.
3. Should there be any change in any information provided by the
Applicant after it has been submitted to NGC, the Applicant must
immediately inform NGC of such a change.
4. NGC shall charge the Applicant and the Applicant shall pay to
NGC NGC's Engineering Charges in relation to the application. An
advance will be charged by NGC which will be reasonable in all
the circumstances. No application will be considered until such
advance has been paid. The balance of the NGC Engineering Charges
shall be notified and invoiced by NGC to the Applicant together
with a breakdown of such charges and the Applicant shall pay the
same within 28 days of the date of NGC's invoice. If NGC does not
make an Offer to the Applicant in accordance with Condition 10(B)
of the NGC Transmission Licence otherwise than by reason of
withdrawal of the application by the Applicant NGC will return
the charges to the Applicant. NGC will deduct from the Connection
Charges and/or Use of System Charges payable during the first 3
years following the Practical Completion Date any NGC Engineering
Charges paid by the applicant in 3 equal instalments. In the
event that the advance and any other payments exceed the
appropriate NGC Engineering Charges the excess shall be repaid
forthwith to the Applicant.
5. The effective date upon which the application is made shall be
the later of the date when NGC has received the application fee
under Paragraph 4 above and the date when NGC is reasonably
satisfied that the Applicant has completed Sections A-D. NGC
shall notify the Applicant of such date.
6. NGC will make the Offer in accordance with the terms of
Clauses 11 and 12 of the Master Agreement and the NGC
Transmission Licence.
7. NGC will make the Offer as soon as is reasonably practicable
and in any event within in 3 months of the effective date of the
application or such later period as the Director agrees to. The
Offer may, where it is necessary to carry out additional
extensive system studies to evaluate more fully the impact of the
proposed development, indicate the areas that require more
detailed analysis. Before such additional studies are required,
the Applicant shall indicate whether it wishes NGC to undertake
the work necessary to proceed to make a revised offer within the
3 month period or, where relevant the timescale consented to by
the Director. To enable NGC to carry out any of the above
mentioned necessary detailed system studies the Applicant may, at
the request of NGC, be required to provide some or all of the
Detailed Planning Data listed in Part 2 of the Appendix to the
Planning Code which is part of the Grid Code.
8. If the Applicant has not already entered into a Master
Connection and Use of System Agreement with NGC the Applicant
will be required as part of this Application Form to undertake
that he will comply with the provisions of the Grid Code for the
time being in force. Copies of the Grid Code and the Master
Connection and Use of System Agreement are sent with this
application form and the Applicant is advised to study them
carefully. Further copies are available on payment of NGC's
reasonable copying charges, postage and packing. Data submitted
pursuant to this application shall be deemed submitted pursuant
to the Grid Code.
9. NGC's Offer will be based upon its standard form terms of
Connection Offer a copy of which is attached and the statement of
charges issued by NGC under Condition 10 of NGC's Transmission
Licence. The Applicant should bear in mind NGC's standard form
terms of offer when making this application.
10. In particular, NGC prepares Offers upon the basis that each
party will design, construct, install, control, operate and
maintain the Plant and Apparatus which he will own usually but
not necessarily applying the ownership rules set out in Clause 6
of the Master Agreement. If the Applicant wishes NGC to carry out
any of these matters on the Applicant's behalf please contact NGC
for further details.
11. In particular please note that NGC may require as a
condition of the Offer that the Applicant's Plant or Apparatus
should meet or provide some or all of the technical requirements
set out in the Appendices of the draft Supplemental Agreement
attached to NGC's standard form terms of offer and may propose
that the Applicant's Plant or Apparatus should have the
capability to provide Agreed Ancillary Services.
12. Please complete this application form in black print and
return it duly signed to [name of contact] at the
Commercial Department, NGC, National Grid House, Sumner Street,
London, SE1 9JU (Telephone No. [ ]).
CONNECTION APPLICATION
1. We hereby apply to connect our Plant and Apparatus to the NGC
Transmission System at a New Connection Site. We agree to pay
NGC's Engineering Charges on the terms specified in the Notes to
the Connection Application.
2. We will promptly inform NGC of any change in the information
given in this Application as quickly as practicable after
becoming aware of any such change.
3. If we have not already signed a Master Agreement or Accession
Agreement we undertake for the purposes of this Application to be
bound by the terms of the Grid Code from time to time in force
and to sign an Accession Agreement.
Signed:
......................................................
For and on behalf of the Applicant
Date: .......................................
NGC - APPLICATION FOR A NEW CONNECTION
A. DETAILS OF APPLICANT
1.
Name:_______________________________________________________
2.
Address:____________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________
3. Registered Office/Address:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
4. Name, title and address of contacts for the purposes of this
application,
giving description of the field of responsibility of
each person:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
______________________________________________________________
______________________________________________________________
5. If Applicant is an agent, please give name(s) and
address(es) of person(s) for
whom the Applicant is acting:
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
B. THE PROPOSED POINT OF CONNECTION
1. Please identify (preferably by reference to an extract from
Ordnance Survey Map) the intended location (the "Connection
Site") of the Plant and Apparatus ("the User Development") which
it is desired should be connected to the NGC Transmission
System and where the application is in respect of a proposed
New Connection Site other than at an existing sub-station
please specify the proposed location and name of the New
Connection Site (which name should not be the same as or
confusingly similar to the name of any other Connection Site)
together with details of access to the Connection Site including
from the nearest main road.
______________________________________________________________
______________________________________________________________
______________________________________________________________
2. Please provide a plan or plans of the proposed Connection
Site indicating (so far as you are now able) the position of all
buildings, structures, Plant and Apparatus and of all services
located on the Connection Site.
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
3. Give details of the intended legal estate in the Connection
Site (to include leasehold and freehold interests) in so far as
you are aware.
_____________________________________________________________
_____________________________________________________________
4. Who occupies the Connection Site in so far as you are aware?
_____________________________________________________________
5. If you believe that a new sub-station will be needed, please
indicate by reference to the plan
referred to in (2) above the Applicant's suggested location
for it - giving dimensions of the area.
_____________________________________________________________
_____________________________________________________________
6. If you are prepared to make available to NGC the land
necessary for the said substation, please set out brief proposals
for NGC's interest in it including (if relevant) such interest
and the consideration to be paid by NGC for it.
_____________________________________________________________
_____________________________________________________________
7. What space is available on the Connection Site for working
storage and accommodation areas for NGC contractors? If so,
please indicate by reference to the plan referred to in (2) above
the location of such areas, giving the approximate dimensions of
the same.
_____________________________________________________________
_____________________________________________________________
8. Please provide details (including copies of any surveys or
reports) of the physical nature of land in which you have a legal
estate at the proposed Connection Site including the nature of
the ground and the sub-soil including the results of the
following tests:
[NGC to specify]
_____________________________________________________________
_____________________________________________________________
9. Please give details and provide copies of all existing
relevant planning and other consents (statutory or otherwise)
relating to the Connection Site and the User Development and/or
details of any pending applications for the same.
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
10. Is access to or use of the Connection Site for the purposes
of installing, maintaining and operating Plant and Apparatus
subject to any existing restrictions? If so, please give details.
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
11. If you are aware of them, identify by reference to a plan
(if possible) the owners and
(if different) occupiers of the land adjoining the
Connection Site. To the extent that
you have information, give brief details of the owner's and
occupier's estates and/or
interests in such land.
_____________________________________________________________
_____________________________________________________________
12. Please provide details of the values and methods of
calculation of liquidated damages
to be payable by NGC if the proposed works are delayed or
not completed through
NGC's fault.
_____________________________________________________________
_____________________________________________________________
C. TECHNICAL INFORMATION
1. Please provide the data listed in Part I of the Appendix to
the Planning Code which are
applicable to you. Note: the data concerned form part of the
Planning Code and Data
Registration Code. Applicants should refer to these sections
of the Grid Code for an
explanation.
2. Please provide a copy of your Safety Rules if not already
provided to NGC
3. Please indicate any terms which you are prepared to offer
for
(a) Black Start Capability
(b) Gas Turbine Unit Fast Start
(c) Synchronous Compensation
(d) Pumped Storage Unit Spinning-in-Air
(e) Pumped Storage
(f) Pumped Storage Plant Fast Start from Standstill
(g) Demand Reduction
(h) Adjustment to Pumped Storage Unit Pumping Programme
(i) Hot Standby
4. Please enclose a draft Interface Agreement (if applicable).
D. PROGRAMME
Please provide a suggested construction programme in bar chart
form for the construction works necessary to install the User
Development (not the NGC Assets needing to be installed)
indicating the anticipated date when the connection will be
required to be made.
EXHIBIT 8
CONNECTION OFFER
Date: [ ]
Dear Sirs,
We refer to your application dated [ ] for a New
Connection Site for your proposed development at [ ] and
to [here list other documents submitted by applicant in support
of his application together with any relevant NGC communications
relating to the application] and now set out below our offer for
the New Connection Site. Please note that certain expressions
which are used in this offer are defined in the glossary of
definitions (contained in Schedule 2 to the Master Agreement) and
when this occurs the expressions have capital letters at the
beginning of each word.
1. NGC offers to enter into a Supplemental Agreement in the
form and terms attached as Section A. If you are not already
a User you are required to enter into the enclosed Accession
Agreement.
2. This offer has been prepared upon the basis that each party
will construct, install, control, operate and maintain the
Plant and Apparatus which it will own applying where
necessary the ownership rules set out in Clause 6 of the
Master Agreement. If you wish us to carry out any of these
matters on your behalf please contact us for further
details.
[3. It is a part of this offer that you also enter into an
Interface Agreement in the form set out in Section B.]
4. This offer has been prepared upon the basis that you have or
will obtain the legal estate which you expressed as your
intention in the said application in the land described
inSection C.
5. If so indicated by a tick in the relevant box
(i) you are required to provide us with your credit
rating over the past 10years and the name of your
credit rating agency.
and/or
(ii) you are required to enter into a bond in the sum
of [ ] pounds in a form approved by NGC such
approval not to be unreasonably withheld or
delayed.
6. The technical conditions with which you must comply
as a term of this offer are set out in the Grid Code.
Additional or different technical conditions set out
in the Appendices to the supplemental Agreement are
set out in Section A.
7. This offer is open for acceptance according to the terms of
Clause 11 of the Master Agreement and Transmission Licence.
Please note your right to make an application to the
Director to settle the terms of the Offer pursuant to
Condition 10CI of the Transmission Licence.
8. If you have not yet entered into a Master Agreement
with us please note that in your application you have
undertaken to be bound by the Grid Code and that the
provisions of the Grid Code bind you until this offer
lapses.
9. To accept this offer, please execute and return the
[Accession Agreement and] Supplemental Agreement [Interface
Agreement] attached to this offer as Section A. Subject to
the provisions of paragraph 7 above NGC will then itself
execute the Agreement(s). THE AGREEMENTS ARE ONLY EFFECTIVE
IN ACCORDANCE WITH THEIR TERMS ONCE THEY HAVE BEEN EXECUTED
BY NGC.
10. All communications in relation to this offer must, in the
first instance, be directed to the Commercial Department of
NGC for the attention of [description].
Yours faithfully,
...................................
for and on behalf of
The National Grid Company PLC
SECTION A
FORM OF SUPPLEMENTAL AGREEMENT
SECTION B
FORM OF INTERFACE AGREEMENT
SECTION C
USERS LAND
EXHIBIT 9
USE OF SYSTEM APPLICATION (GENERATORS)
NOTES
PLEASE STUDY THE FOLLOWING NOTES BEFORE COMPLETING AND SIGNING
THIS APPLICATION FORM.
1. NGC requires the information requested in this application
form for the purposes of preparing an offer (.the Offer.) to
enter into an agreement for use of the NGC Transmission System in
accordance with Condition 10(B) of the NGC Transmission Licence.
It is essential that the Applicant should supply all information
requested in this application form and that every effort should
be made to ensure that such information should be accurate.
Please note that certain expressions which are used in this
application form are defined in the glossary of definitions
(contained in Schedule 2 to the Master Agreement) and when this
occurs the expressions have capital letters at the beginning of
each word.
2. Should NGC consider that any information provided is
incomplete or unclear or should NGC require further information
in order that it may prepare the Offer, the Applicant will be
requested to provide further information or clarification.
3. Should there be any change in any information provided by the
Applicant after it has been submitted to NGC, the Applicant must
immediately inform NGC of such a change.
4. The effective date upon which the application is made shall
be the date when NGC is reasonably satisfied that the Applicant
has completed Sections A-D. NGC shall notify the Applicant of
such date.
5. NGC will make the Offer in accordance with the terms of
Clauses 11 and 12 of the Master Agreement and the NGC
Transmission Licence.
6. NGC will make the Offer as soon as is reasonably practicable
and in any event within 3 months of the effective date of the
application or such later period as the Director agrees to. The
offer may, where it is necessary to carry out additional
extensive system studies to evaluate more fully the impact of the
proposed development, indicate the areas that require more
detailed analysis. Before such additional studies are required,
the Applicant shall indicate whether it wishes NGC to undertake
the' work necessary to proceed to make a revised offer within the
3 month period or, where relevant the timescale consented to by
the Director. To enable NGC to carry out any of the above
mentioned necessary detailed system studies the Applicant may, at
the request of NGC, be required to provide some or all of the
Detailed Planning Data listed in Part 2 of the Appendix to the
Planning Code which is part of the Grid Code.
7. If the Applicant has not already entered into a Master
Connection and Use of System Agreement with NGC the Applicant
will be required as part of this Application Form to undertake
that he will comply with the provisions of the Grid Code for the
time being in force. Copies of the Grid Code and the Master
Connection and Use of System Agreement are sent with this
application form and the Applicant is advised to study them
carefully. Further copies are available on payment of NGC's
reasonable copying charges, postage and packing. Data submitted
pursuant to this application shall be deemed submitted pursuant
to the Grid Code.
8. NGC's Offer will be based to the extent appropriate upon its
standard form terms of Connection Offer a copy of which is
attached and the statement of charges issued by NGC under
Condition 10 of NGC's Transmission Licence. The Applicant should
bear in mind NGC's standard form terms of offer when making this
application
9. In particular please note that NGC may require as a condition
of the Offer, that the Applicant's Plant or Apparatus should meet
or provide some or all of the technical requirements set out in
the Appendices of the draft Supplemental Agreement attached to
NGC's standard form terms of offer and may propose that the
Applicant's Plant or Apparatus should have the capability to
provide Agreed Ancillary Services.
10 Please complete this application form in black print and
return it duly signed to [name of contact] at the Commercial
Department, NGC, National Grid House, Sumner Street, London, SE1
9JU (Telephone No. [ ]).
USE OF SYSTEM APPLICATION
1. We hereby apply to use the NGC Transmission System from our
connection to [ ] Distribution System.
2. We will promptly inform NGC of any change in the information
given in this Application as quickly as practicable after
becoming aware of any such change.
3. If we have not already signed a Master Agreement or Accession
Agreement we undertake for the purposes of this Application to be
bound by the terms of the Grid Code from time to time in force
and to sign an Accession Agreement.
Signed:
.................................................
For and on behalf of the Applicant
Date:...................................
APPLICATION FOR USE OF SYSTEM
A. DETAILS OF APPLICANT
1. Name:
................................................................
................................................................
2. Address:
................................................................
................................................................
................................................................
3. Registered Office/Address:
................................................................
................................................................
................................................................
................................................................
4. Name, title and address of contacts for the purposes of this
application, giving description of the field of responsibility
of each person:
................................................................
................................................................
................................................................
5. If Applicant is an agent, please give name(s) and
address(es) of person(s) for whom the Applicant is acting:
................................................................
................................................................
................................................................
B. THE PROPOSED POINT OF CONNECTION TO A DISTRIBUTION SYSTEM
1. Please identify (preferably by reference to an extract from
Ordnance Survey Map) the intended location of the Plant and
Apparatus ("the User Development") which it is desired should be
connected to the Distribution System.
.................................................................
.................................................................
.................................................................
.................................................................
.................................................................
.................................................................
.................................................................
.................................................................
2. If you believe that a new sub-station will be needed, please
indicate by reference to a plan your suggested location for it.
.................................................................
.................................................................
.................................................................
.................................................................
.................................................................
.................................................................
3. Please provide details of the values and methods of
calculation of liquidated damages to be payable by NGC if any
proposed NGC Reinforcement Works are delayed or not completed
through NGC's fault.
.................................................................
.................................................................
.................................................................
.................................................................
.................................................................
.................................................................
C. TECHNICAL INFORMATION
1. Please provide the data listed in Part 1 of the Appendix to
the Planning Code. Note: the data concerned form part of the
Planning Code and Data Registration Code. Applicants should refer
to these sections of the Grid Code for an explanation.
2. Please provide a copy of your Safety Rules if not already
provided to NGC.
3. Please indicate any terms which you are prepared to offer
for:
(a) Black Start Capability
(b) Gas Turbine Unit Fast Start
(c) Synchronous Compensation
(d) Pumped Storage Unit Spinning-in-Air
(e) Pumped Storage
(f) Pumped Storage Plant Fast Start from Standstill
(g) Demand Reduction
(h) Adjustment to Pumped Storage Unit Pumping Programme
(i) Hot Standby
D. PROGRAMME
Please provide a suggested construction on programme in bar chart
form for the construction works necessary to install the User
Development indicating the anticipated date when the connection
will be required to be made.
EXHIBIT 10
USE OF SYSTEM APPLICATION (SUPPLIERS)
NOTES
PLEASE STUDY THE FOLLOWING NOTES BEFORE COMPLETING AND SIGNING
THIS APPLICATION FORM.
1. NGC requires the information requested in this application
form for the purposes of preparing an offer (.the Offer.) to
enter into an agreement for use of the NGC Transmission System in
accordance with Condition 10(B) of the NGC Transmission Licence.
It is essential that the Applicant should supply all information
requested in this application form and that every effort should
be made to ensure that such information should be accurate.
Please note that certain expressions which are used in this
application form are defined in the glossary of definitions
(contained in Schedule 2 to the Master Agreement) and when this
occurs the expressions have capital letters at the beginning of
each word.
2. Should NGC consider that any information provided is
incomplete or unclear or should NGC require further information
in order that it may prepare the Offer, the Applicant will be
requested to provide further information or clarification.
3. Should there be any change in any information provided by the
Applicant after it has been submitted to NGC, the Applicant must
immediately inform NGC of such a change.
4. The effective date upon which the application is made shall
be the date when NGC is reasonably satisfied that the Applicant
has completed Sections A and B. NGC shall notify the Applicant of
such date.
5. NGC will make the Offer in accordance with to the terms of
Clauses 11 and 12 of the Master Agreement and the NGC
Transmission Licence.
6. NGC will make the Offer as soon as is reasonably practicable
and in any event within 3 months of the effective date of the
application or such later period as the Director agrees to.
7. If the Applicant has not already entered into a Master
Connection and Use of System Agreement with NGC the Applicant
will be required as part of this Application Form to undertake
that he will comply with the provisions of the Grid Code for the
time being in force. Copies of the Grid Code and the Master
Connection and Use of System Agreement are sent with this
application form and the Applicant is advised to study them
carefully. Further copies are
8. Please complete this application form in black print and
return it duly signed to [name of contact] at the Commercial
Department, NGC, National Grid House, Sumner Street, London, SEI
9JU (Telephone No.
[ ] ).1.
USE OF SYSTEM APPLICATION
1. We hereby apply to use the NGC Transmission System.
2. We will promptly inform NGC of any change in the information
given in this Application as quickly as practicable after
becoming aware of any such change.
3. If we have not already signed a Master Agreement or
Accession Agreement we undertake for the purposes of this
Application to be bound by the terms of the Grid Code from time
to time in force and to sign an Accession Agreement.
Signed:
..................................................
For and on behalf of the Applicant
Date: ....................................
NGC - APPLICATION FOR A NEW CONNECTION
A. DETAILS OF APPLICANT
1.
Name:.....................................................
..........................................................
.................
..........................................................
..........................................................
...........................
2.
Address:..................................................
..........................................................
................
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
3. Registered Office/Address:
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
4. Name, title and address of contacts for the purposes
of this application, giving
description of the field of responsibility of each person:
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
5. If Applicant is an agent, please give name(s) and
address(es) of person(s) for whom the Applicant is acting:
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
..........................................................
..........................................................
...........................
B. DATA REQUIREMENTS
Please provide the data required under Appendix E, A, C
and D as appropriate of Supplemental Agreement Type 5 upon
which our terms of offer of use of system will be based.
EXHIBIT 11
MODIFICATION APPLICATION
NOTES
PLEASE STUDY THE FOLLOWING NOTES BEFORE COMPLETING AND SIGNING
THIS APPLICATION FORM.
1. NGC requires the information requested in this application
form for the purposes of preparing an offer ("the Offer") of
terms for the construction of a proposed Modification and for
the variation of the existing Supplemental Agreement covering
the Connection Site affected by the Modification. It is
essential that the Applicant should supply all information
requested in this application form and that every effort should
be made to ensure that such information should be accurate.
Please note that certain expressions which are used in this
application form are defined in the glossary of definitions
(contained in Schedule 2 to the Master Agreement) and when this
occurs the expressions have capital letters at the beginning of
each word.
2. Should NGC consider that any information provided is
incomplete or unclear or should NGC require further information
in order that it may prepare the Offer, the Applicant will be
requested to provide further information or clarification.
3. Should there be any change in any information provided by the
Applicant after it has been submitted to NGC, the Applicant
must immediately inform NGC of such a change.
4. NGC shall charge the Applicant and the Applicant shall pay to
NGC NGC's Engineering Charges in relation to the application.
An advance will be charged by NGC which will be reasonable in
all the circumstances. No application will be considered until
such advance has been paid. The balance of the NGC Engineering
Charges shall be notified and invoiced by NGC to the Applicant
together with a breakdown of such charges and the Applicant
shall pay the same within 28 days of the date of NGC's invoice.
If NGC does not make an Offer to the Applicant in accordance
with the NGC Transmission Licence otherwise than by reason of
withdrawal of the application by the Applicant NGC will return
the charges to the Applicant. NGC will deduct from the
Connection Charges and/or Use of System Charges payable during
the first 3 years following the Practical Completion Date of
the Modification any NGC Engineering Charges paid by the
applicant in 3 equal instalments. In the event that the advance
and any other payments exceed the appropriate NGC Engineering
Charges the excess shall be repaid forthwith to the Applicant.
5. The effective date upon which the application is made shall be
the later of the date when NGC has received the application fee
under Paragraph 4 above and the date when NGC is reasonably
satisfied that the Applicant has completed Sections A-D. NGC
shall notify the Applicant of such date.
6. NGC will make the Offer in accordance with the terms of
Clauses 10 and 12 of the Master Agreement and the NGC
Transmission Licence.
7. NGC will make an Offer as soon as is reasonably practicable
and in any event within 3 months of the effective date of the
application or such later period as the Director agrees to. The
Offer may, where it is necessary to carry out additional; I
extensive system studies to evaluate more fully the impact of
the proposed development, indicate the areas that require more
detailed analysis. Before such additional studies are required,
the Applicant shall indicate whether it wishes NGC to undertake
the work necessary to proceed to make a revised offer within
the 3 month period or, where relevant the timescale consented
to by the Director. To enable NGC to carry out any of the above
mentioned necessary detailed system studies the Applicant may,
at the request of NGC, be required to provide some or all of
the Detailed Planning Data listed in Part 2 of the Appendix to
the Planning Code which is part of the Grid Code.
8. Data submitted pursuant to this application shall be deemed
submitted pursuant to the Grid Code.
9. NGCs Offer will to the extent appropriate be based upon its
standard form terms of Modification Offer a copy of which is
attached and the statement of charges issued by NGC under
Condition 10 of NGCs Transmission Licence. The Applicant should
bear in mind NGCs standard form terms of offer when making this
application.
10. Please complete this application form in black print and
return it duly signed to [name of contact] at the Commercial
Department, NGC, National Grid House, Sumner Street, London,
SKI 9JU (Telephone No. []).
MODIFICATION APPLICATION
1. We hereby apply to modify our connection to the NGC
Transmission System at [ ] Connection Site. We agree to
pay NGCs Engineering Charges on the terms specified in the
Notes to the Connection Application.
2. We will promptly inform NGC of any change in the information
given in this Application as quickly as practicable after
becoming aware of any such change.
Signed:
____________________________
For and on behalf of the Applicant
Date: ______________________
MODIFICATION- APPLICATION
A.DETAILS OF APPLICANT
1. Name:
___________________________________________________ -
_____________________________
2. Address:
_________________________________________________ -
_________________________________________________ -
________________________________________________ -
_________________________________________________ -
___________
3. Registered Office/Address:
_________________________________________________________
_ -
_________________________________________________________
_ -
_________________________________________________________
_ -
_________________________________________________________
_ -
____________
4. Name, title and address of contacts for the purposes
of this application, giving description of the field
of responsibility of each person:
____________________________________________________
-
____________________________________________________
-
____________________________________________________
-
____________________________________________________
- -
____________________________________________________
-
____________________________________________________
-
_________________
5. If Applicant is an agent, please give name(s) and
address(es) of person(s) for whom the Applicant is
acting:
____________________________________________________________ -
____________________________________________________________ -
_____________________________________________________________ -
_____________________________________________________________ -
____________________
B. THE CONNECTION SITE TO BE MODIFIED
1. Please identify by name the Connection Site at which the
Modification is to be undertaken.
_______________________________________________________________________ -
_______________________________________________________________________ -
_______________________________________________________________________ -
________________
2. Give details of the rights in any additional land which you
are proposing to acquire at the Connection Site (to include
leasehold and freehold interests) so as to undertake the
modification.
_____________________________________________________________________ -
____________________
3. What space is available on the Connection Site for working
storage and accommodation areas for NGC contractors? If so,
please indicate by reference to a plan the location of such
areas, giving the approximate dimensions of the same.
_____________________________________________________________________ -
_____________________________________________________________________ -
_________________
4. Please provide details (including copies of any surveys or
reports) of the physical nature of any additional land the
subject to your answer to Question 2 above including the
nature of the ground and the sub-soil including the results
of the following tests:-
[NGC to specify]
_____________________________________________________________________ -
___________________________________________
5. Please give details and provide copies of all existing
relevant planning and other consents (statutory or
otherwise) held by you relating to the Connection Site or
the Modification and/or details of any pending applications
for the same.
______________________________________________________________________ -
_______________________________________________________________________
_______________________________________
6. Please provide details of the values and methods of
calculation of liquidated damages to
be payable by NGC if the proposed works are delayed or not
completed through NGC's
fault.
______________________________________________________________________ -
_______________________________
7. Please indicate what, if any, of the necessary
construction works necessary for the Modification you
would like NGC to conduct upon your behalf.
C. TECHNICAL INFORMATION
1. Please provide full details of the proposed
Modification together with the relevant Standard
Planning Data as listed in Part I of the Appendix to
the Planning Code to the extent that the data will
change from previously submitted Committed Project
Planning Data or Connected Planning Data as a result
of the proposed Modification. Note: the data
concerned form part of the Planning Code and Data
Registration Code. Applicants should refer to these
sections of the Grid Code for an explanation.
D. PROGRAMME
Please provide a suggested construction programme in
bar chart form for the construction works necessary
to install the Modification (not the NGC Assets
needing to be installed) indicating the anticipated
date when the connection will be required to be made.
EXHIBIT 12
MODIFICATION OFFER
Date: [ ]
Dear Sirs,
We refer to your application dated [ ] for a Modification
for your proposed development at [ ] and to [here list
other documents submitted by applicant in support of his
application together with any relevant NGC communications
relating to the application] and now set out below our offer for
the Modification. Please note that certain expressions which are
used in this offer are defined in the glossary of definitions
(contained in Schedule 2 to the Master Agreement) and when this
occurs the expressions have capital letters at the beginning of
each word.
1. NGC offers to enter into an agreement covering the
construction of the Modification in the terms set out in
Section A and to vary the Supplemental Agreement covering
the Connection Site as specified in Section B.
2. This offer has been prepared upon the basis that you have or
will obtain the legal estate which you expressed as your
intention in the said application in the land described in
Section C.
3. If so indicated by a tick in the relevant box you are
required to enter into a bond in the sum of [ ] pounds in a
form approved by NGC such approval not to be unreasonably
withheld or delayed.
4. The technical conditions with which you must comply as a
term of this offer are set out in the Grid Code. Additional
or different technical conditions set out in the Appendices
to the Supplemental Agreement are set out in Section A
and/or Section B.
5. This offer is open for acceptance according to the terms of
Clause 10 of the Master Agreement and the Transmission
Licence. Please note your right to make an application to
the Director to settle the terms of the Offer pursuant to
Condition 10CI of the Transmission Licence.
6. To accept this offer, please execute and return the
agreements attached to this offer as Section A and Section
B. Subject to the provisions of paragraph 7 above NGC will
then itself execute the Agreement(s). THE AGREEMENTS ARE
ONLY EFFECTIVE IN ACCORDANCE WITH THEIR TERMS ONCE THEY HAVE
BEEN EXECUTED BY NGC.
7. All communications in relation to this offer must, in the
first instance, be directed to the Commercial Department of
NGC for the attention of [description].
Yours faithfully,
________________
for and on behalf of
The National Grid Company PLC
SECTION A
AGREEMENT FOR CONSTRUCTION WORKS
SECTION B
FORM OF VARIED SUPPLEMENTAL AGREEMENT
SECTION C
USERS LAND
EXHIBIT 13
MODIFICATION NOTIFICATION
1. This Modification Notification is issued by NGC pursuant to
Clause 10.3.1 to the Master Agreement. The User has certain
rights under Clause 10.3 and is advised to consider whether
it wishes to avail itself to such rights upon receipt of
this Modification Notification.
2. NGC proposes to make the Modification to the NGC
Transmission System set out below:-
3. NGC reasonably believes that you may have to carry out the
following works as a result of the proposed Modification:-
4. The latest date upon which you may apply to the Director
under Condition 10C of the Transmission Licence is [date: to
be supplied by NGC, subject to Clause 10.3.2 of the Master
Agreement.]
Dated:
Signed for and on behalf of
The National Grid Company Plc
DATED ______________ 1990
THE NATIONAL GRID COMPANY PLC (1)
and
_______________________________ (2)
AGREEMENT FOR PAYMENT BY NGC FOR ANCILLARY SERVICES
NOTE: THIS IS A "STANDARD FORM" FOR ALL ANCILLARY SERVICES AND
WILL REQUIRE AMENDMENT TO REFLECT THE ACTUAL SERVICES PROVIDED BY
THE GENERATOR IN QUESTION
CONTENTS
Clause Title
1. Definitions and Interpretation
2. Commencement and Term
3. Reactive Power
4. Future Method of Paying for Reactive Energy
5. Canceled Starts
6. Hot Standby
7. Frequency Response
8. Black Start Capability
9. Payment
10. Limitation of Liability
11. Metering
12. Termination
13. Assignment
14. Confidentiality for NGC and its Subsidiaries
15. Confidentiality for the Generator
16. Additional Costs
17. Waiver
18. Notices
19. Counterparts
20. Variations
21 Dispute Resolution
22. Jurisdiction
23. Governing Law
24. Severance of Terms
25. Entire Agreement
Schedule A Term of the Agreement for Commercial Ancillary Services
and periods of notice
Schedule B Form of Amending Agreement
Schedule C Charging Principles
Schedule D Reactive Power
Schedule E Frequency Response
Schedule F Fast Starts and Load Reduction
Schedule G Black Start
Schedule H Notices
Schedule I Indexation Formulae
Schedule J Definitions
Schedule K Canceled Start and Hot Standby
THIS AGREEMENT is made the day of 1990
BETWEEN: -
THE NATIONAL GRID COMPANY PLC a company registered in England with
Number 2366977 whose registered office is at national Grid House,
Sumner Street, London SE1 9JU ("NGC" which expression shall
include its permitted successors and/or assigns).
[NP] [POWERGEN] [PUMPED STORAGE] [NUCLEAR ELECTRIC] [OTHERS]
....(the "Generator" which expression shall include its permitted
successors and/or assigns).
WHEREAS:-
For the purposes of the operation and use of the NGC Transmission
System, the Grid Code the Master Connection Agreement and the
Supplemental Agreements require that certain Ancillary Services be
provided by the Generator.
NGC has agreed to pay for such Ancillary Services at the rates and
prices and in the manner hereinafter set out.
NOW IT IS HEREBY AGREED as follows:-
DEFINITIONS AND INTERPRETATION
In this Agreement unless the subject matter or context otherwise
requires or is inconsistent therewith, the definitions set out in
Schedule J shall apply.
In this Agreement:-
except where the context otherwise requires, references to a
particular Sub-Clause, Clause, Paragraph or Schedule shall be a
reference to that Sub-Clause, Clause, Paragraph or Schedule in or
to this Agreement;
the table of contents and headings are inserted for convenience
only and shall be ignored in construing this Agreement;
references to the words "include" or "including" are to be
construed without limitation; except where the context otherwise
requires, any reference to an Act of Parliament or any Part or
Section or other provision of, or Schedule to, an Act of
Parliament shall be construed, at the particular time, as
including a reference to any modification, extension or re-
enactment thereof then in force and to all instruments, orders or
regulations then in force and made under or deriving validity from
the relevant Act of Parliament;
references to the masculine shall include the feminine and
references in the singular shall include references in the plural
and vice versa;
except where the context otherwise requires, any reference to a
"person" includes any individual, partnership, firm, company,
corporation, joint venture, trust, association, organisation or
other entity, in each case whether or not having separate legal
personality.
COMMENCEMENT AND TERM
This Agreement shall come into effect on the Effective Date and
shall continue in force and effect as follows: -
in respect of System Ancillary Services until terminated pursuant
to the terms of this Agreement;
in respect of Commercial Ancillary Services, for the respective
period or periods from the Effective Date shown in Schedule A for
the particular Generating Units and Ancillary Services there set
out unless in any case terminated earlier pursuant to the terms of
this Agreement.
If at any time after the Effective Date the Parties enter into a
Supplemental Agreement in relation to a New Connection Site or a
variation to a Supplemental Agreement following a Modification to
an existing Connection Site which in either case (either by
agreement or pursuant to an obligation under the Grid Code)
requires the Generator to provide Ancillary Services of any kind
to NGC, the Parties shall at the same time enter into an agreement
in the form set out in Schedule B amending this Agreement to
reflect the terms agreed as to the payments to be made by NGC for
the Ancillary Services concerned.
At least three months prior to the date when this Agreement
expires by effluxion of time in respect of any Commercial
Ancillary Service from a Generating Unit, the Parties shall
discuss the price payable and the period for which such price will
be payable for such and Ancillary Service with effect from such
date. Provided that the Parties reach agreement prior to such
date this Agreement will be amended accordingly; otherwise this
Agreement will expire in respect of that Commercial Ancillary
Service from the Generating Unit concerned on such expiry date.
Price Adjustment
The rates, prices and indexation formulae set out in this
Agreement for System Ancillary Services shall be reviewed as at
and (if appropriate) adjusted as from each Review Date during the
term of this Agreement.
The Parties shall endeavour to agree the amount of any such
adjustment to the rates and prices and any adjustment to the
indexation formulae and in endeavouring to agree such adjustments
they shall have regard to the Charging Principles set out in
Schedule C.
If the adjustment to the rates, prices or indexation formulae
shall not have been so agreed between the Parties three months
before the Relevant Review Date (whether through failure or
omission to agree or to negotiate or to initiate any negotiations
or any other cause) either Party may at any time (whether before
or after the Relevant Review Date) by notice in writing to the
other party require any adjustment not so agreed to be determined
by arbitration pursuant to Clause 21.
If any adjustment to the rates, prices and indexation formulae (or
any of them) has not been ascertained (by agreement or
determination) by the Relevant Review Date in accordance with the
provisions of Sub-Clauses 2.4 to 2.6, NGC shall pay to the
Generator for any interval between the Relevant Review Date and
the date when such rates, prices or indexation formulae have been
ascertained as aforesaid sums for Ancillary Services calculated at
the corresponding rates and prices applicable during the period
immediately preceding the Relevant Review Date. Upon any
adjustment to the rates, prices and indexation formulae (or any of
them) being ascertained as aforesaid any additional amount or
reduced amount payable or repayable for the period commencing on
the Relevant Review Date and ending on the date when the rates,
prices or indexation formulae concerned shall have been
ascertained shall be paid by NGC to the Generator (or deducted by
NGC from the sum otherwise due to the Generator) together with
interest on the additional amounts which would have been payable
(or the amounts by which the payments would have been reduced) had
the adjustment been ascertained at the Relevant Review Date at the
rate applicable to overdue payments provided in Clause 9.
On each occasion that the rates, prices and indexation formulae
are ascertained pursuant to the provisions of this Clause, the
Parties shall enter into an amending agreement in the form set out
in Schedule B recording the revised rates, prices and indexation
formulae so ascertained.
Save in respect of System Ancillary Services in a year when rates
and prices are to be reviewed under Sub-Clauses 2.4 to 2.7, the
rates and prices set out in this Agreement shall be adjusted as at
and as from 1st April each year ("the Indexation Date") or at such
other intervals and as at and as from such other dates as NGC may
in its sole discretion agree during the term of this Agreement.
Such adjustment shall be calculated by the application of the
formulae set out in Schedule I.
REACTIVE POWER
Subject to Sub-Clauses 3.9 and 3.10, NGC shall pay the Generator
for producing Reactive Power from a Generating Unit in accordance
with the Grid Code SDC the sums calculated by reference to the
amounts shown in Schedule D Part 1 in relation to that Generating
Unit.
The Parties agree that the provision of Sub-Clause 3.1 represent
an interim arrangement for paying for Reactive Power pending
implementation of the payment regime referred to in Clause 4.
Synchronous Compensation
Subject to Clause 3.13, NGC shall pay the Generator for producing
Reactive Power by means of Synchronous Compensation in accordance
with instructions issued under the Grid Code SDC (in addition to
the sum payable under Clause 3.1) the following amounts for each
Generating Unit:-
in respect of each Synchronous Compensation Start-Up of the
Generating unit concerned a sum equal to the Start-Up Price
contained in the Generator's Generation Offer prices for the
Schedule Day in which the Start-Up for Synchronous Compensation
occurs; and
an amount calculated by reference to the figures in Schedule D
Part 2 for the operating time spent in response to the instruction
for Synchronous Compensation, being the time expressed in minutes
from Synchronisation to Desynchronisation.
Opportunity Costs
As soon as the Generator becomes aware that any Generating Unit
falls below the standard of Reactive Power capability required by
the Grid Code, or where relevant, the capability specified in the
applicable Supplemental Agreement, the Generator may notify NGC in
writing to that effect. In that event the Parties shall discuss
the matter and the Generator shall submit in writing to NGC for
approval the date and time by which the Generator shall have
brought the Generating Unit concerned to a condition where it
complies with such Reactive Power capability. NGC shall not
unreasonably withhold or delay its approval of the Generator's
proposed date and time. Should NGC not approve the Generator's
proposed date or time (or any revised proposal) the Generator
shall amend such proposal having regard to any comments NGC may
have made and re-submit it for approval.
If, in consequence of the approval by NGC of any proposal made by
the Generator pursuant to the Grid Code OC 5.5.1.8 or Sub-Clause
3.4, the Generator shall take or keep a Generating Unit out of
service for any period other than:-
(a) an outage period identified pursuant to the Grid Code OC 2 as
at the time when:-
the default was first notified to NGC under Sub-Clause 3.4; or
the Generating Unit concerned was determined pursuant to the Grid
Code OC 5.5.1.8 not to have the Reactive Power capability required
by the Grid Code or, where relevant, the capability specified in
the applicable Supplemental Agreement; or
(b) any adjustment by up to four weeks of such previously
identified outage period without affecting the duration of such
period; or
(c) the period first requested by the Generator under OC 5.5.1.8
or Sub-Clause 3.4, for the purpose of the repair, maintenance,
renewal, modification or replacement of equipment needed to enable
the Generator to comply with the terms of the approved proposal,
NGC shall pay to the Generator 50 percent of the amount of any
opportunity costs the Generator may incur as a direct result of
the Generating Unit being out of service for the period concerned.
If the Generator intends to carry out any work of repair,
maintenance, renewal, modification or replacement ("the Concurrent
Work") other that the repair, maintenance, renewal, modification
or replacement referred to in Sub-Clause 3.5 in connection with
the Generating Unit concerned during the period referred to and
for the purposes referred to in Sub-Clause 3.5, it shall forthwith
notify NGC of such intention. If the carrying out of the
Concurrent Work is likely to reduce the length of any outage
identified pursuant to the Grid Code OC 2 as at the time referred
to in Sub-Sub-Clause 3.5(a) for the Generating unit concerned, the
sum payable to the Generator under Sub-Clause 3.5 shall be reduced
by such sum as is equal to 50 percent of the net present value of
the forecast opportunity cost saving, as determined, in the
absence of agreement, by arbitration in accordance with Clause 21.
The opportunity costs for each day of any outage referred to in
Sub-Clause 3.5 (and to which the percentage figure referred to
shall be applied) shall be calculated in the following manner:-
If "N" is non-zero, calculate the average bid price ("ABP") during
the Reference Period:-
FORMULA
RP is the sum over all Settlement Periods during the Reference
Period for which Genset Declared Availability (XAij) is not zero;
"N" is the number of such Settlement Periods where XAij is non-
zero;
If "M" is non-zero, calculate the Average Genset Price ("AGSP")
during the Reference Period.
FORMULA
RP is the sum over all Settlement periods during the Reference
Period for which Genset Unconstrained Generation (Uij) is not
zero;
"M" is the number of such Settlement Periods where Uij is non-
zero; Calculate opportunity costs ("OC") in accordance with the
appropriate one of the following formulae:-
if M equals zero and N equals zero for the Reference Period;
FORMULA
if M equals zero and N does not equal zero for the Reference
Period;
FORMULA
if M does not equal zero for the Reference Period;
FORMULA
In this Sub-Sub-Clause 3.7(c) means the sum over all Settlement
Periods of any
j
Settlement Day that the Generating unit concerned is out of
service.
(d) In this Sub-Clause the following terms shall have the
following meanings:-
"Genset Bid Price" the meaning attributed to it in the Pool
Rules;
"Genset Price" the meaning attributed to it in the Pool Rules;
"GRC" MW rating of the Generating Unit concerned as
recorded under the Data Registration Code of the Grid Code;
"i" refers to a Generating Unit;
"j" refers to an integrated value over a Settlement
Period;
"LOLP" Loss of Load Probability as defined in the Pool
Rules;
"max" the value of the largest data item in that set;
"Reference Period" a period of 30 Settlement Days immediately
before notification under Sub-Clause 3.4 or the date when the
Generating unit first failed to pass the Reactive Power Test
under the Grid Code;
"SMP" System Marginal Price as defined in the Pool
Rules;
"SPD" Settlement Period Duration, being the duration in
decimal hours of a standard Settlement Period;
"VLL" Value of Lost Load as defined in the Pool Rules.
The parties agree that there is no presumption arising from the
foregoing that Sub-Clauses 3.4 to 3.7 inclusive shall apply to
Generating Units not listed in Schedule D, Part 1.
Default by Generator
If a Generating Unit fails to provide Reactive Power in accordance
with instructions issued under the Grid Code, then subject to Sub-
Clause 3.10 the Generator shall not be entitled to payment under
Sub-Clause 3.1 for the Generating Unit concerned in respect of the
half hour when the failure occurred.
If the failure by the Generator to provide Reactive Power in
accordance with instructions issued under the Grid Code shall be a
partial failure, NGC shall pay to the Generator for the Generating
Unit concerned in respect of the half hour when the failure
occurred the sum payable under Sub-Clause 3.1 reduced by the
application of the following formula:-
FORMULA
where "registered MV AR" = MV Ar capacity of the
Generating Unit concerned at GRC
(as defined in Sub-Clause 3.7)
taken from the charts submitted by
the Generator pursuant to the Grid
Code OC 2.4;
"Actual MV Arh" = the recorded half hourly integrated
MV Ar output for the Generating
Unit concerned averaged between the
two sets of data referred to in
Sub-Sub-Clauses 3.11(a) and (b)
respectively or if only one set of
such data is available, that set.
The failure or partial failure referred to in Sub-Clauses 3.9 and
3.10 shall be deemed to have occurred if:-
NGC Control Room Voltage and MV Ar metering; and
readings from Power Station voltage and MV Ar metering,
show that:-
voltage was below the target voltage (to an accuracy of 0.5
percent) instructed pursuant to the Grid Code or the Generating
unit concerned was instructed to full lagging Reactive Power
output and the lagging Reactive Power output (to an accuracy of 5
percent) was less than the Registered MV Ar; or
voltage was above the target voltage (to an accuracy of 0.5
percent) instructed pursuant to the Grid Code of the Generating
Unit concerned was instructed to full leading Reactive power
output and the leading Reactive Power output (to an accuracy of 5
percent) was less than the Registered MV Ar.
NGC shall have the right at any time to call for the prompt
production of the data referred to in Sub-Sub-Clause 3.11(b) upon
production of NGC's own data indicating that a failure or partial
failure to provide Reactive Power has occurred.
If the Generator fails to provide any Reactive Power within ten
minutes of the time of an instruction to provide Reactive Power by
means of Synchronous Compensation NGC shall forthwith notify the
Generator to that effect and the Generator shall be deemed to have
failed to comply with the instruction and shall not be entitled to
any payment under Sub-Sub-Clause 3.3(i).
NGC's right to withhold or reduce payment shall be NGC's sole
remedy against the Generator under this Agreement in respect of
failure to provide Reactive Power but shall be without prejudice
to any other rights NGC may have against the Generator under the
Grid Code and/or the Master Connection Agreement and/or any
Supplemental Agreement.
FUTURE METHOD OF PAYING FOR REACTIVE ENERGY
The Parties agree that, as from the end of a period of six months
following the FMS Date, or as from the next Review Date following
the FMS date if this be earlier, the monthly payment provided for
by Clauses 3.1 and 3.3 will be replaced by a charge based upon the
metered output (to the extent instructed and to accuracies to be
agreed) of Reactive Energy from that Generating Unit, adjusted as
appropriate to derive the Reactive Energy delivered to the NGC
Transmission System or the relevant User System as the case may
be. The charge shall be calculated in accordance with the
following formulae:-
For Lagging Reactive Energy:-
FORMULA
"y" means the payment in pounds per half hour for Lagging
Reactive Energy;
"a" means a sum to be agreed between NGC and the Generator; and
"x" means 2 x half hourly integrated lagging MV Ar output
----------------------------------------------------
- --------
maximum lagging MV Ar output at rated MW
For Leading Reactive Energy:-
FORMULA
"z" means the payment in pounds per half hour for leading
Reactive Energy;
"B" means a sum to be agreed between NGC and the Generator;
"w" means 2 x half hourly integrated leading MV Ar
output
----------------------------------------------------------
maximum leading MV Ar output at rated MW
The Parties will negotiate with a view to agreeing the detailed
calculations for the new payment having regard to the Charging
Principles set out in Schedule C. If agreement is reached,
Clauses 3 and 4 and Schedule D will be amended accordingly. If
the Parties are unable to reach agreement with 28 days of either
Party serving on the other notice of its intention to refer the
matter to arbitration either Party may refer the matter to
arbitration for determination pursuant to Clause 21.
CANCELLED STARTS
In this Clause and in Clause 6 the following terms shall have the
following meanings:-
"NTS" at any time, the appropriate period (in minutes) required to
Synchronise as notified by the Generator to NGC in accordance with
the Grid Code DRC:
"NTS Start Time" the point in time calculated by subtracting NTS
from t2;
"t1" the time, given in the instruction to come to Hot Standby,
when the state of Hot Standby is to be achieved;
"t2" the time specified in an instruction to Synchronise, at which
readiness to Synchronise is to be achieved;
"t3" the time when the Cancellation Instruction was issued;
"SUP" the Start-Up Price bid by the Generator for the Generating
Unit in questions for the Schedule Day when the Cancellation
Instruction was issued;
"H" the factor (expressed as a decimal and set out in schedule K,
Part 2) by which the Start-Up Price bid by the Generator for the
Generating Unit in question for the Schedule Day is multiplied to
derive the price of operating at Hot Standby;
"T" the period in minutes to be taken to achieve readiness to
Synchronise notified by the Generator to NGC and specified in the
instruction to come to Hot Standby.
Where NGC issues a Cancellation Instruction before NTS Start Time
or where the Cancellation Instruction is followed within 2 minutes
by an instruction which has the effect of cancelling the
Cancellation instruction, no payment shall be due to the Generator
in respect of a Cancelled Start.
If NGC issues to the Generator a Cancellation Instruction within
the period before Synchronisation set out in Schedule K, Part 1
for the Generating Unit concerned, the Cancellation Instruction
shall be deemed not to have been given and no payment for
Cancelled Start shall be due to the Generator under this
Agreement.
Subject to Sub-Clause 5.5, where NGC issues a Cancellation
Instruction on or after NTS Start Time, NGC shall pay the
Generator, for each such Cancellation Instruction with which the
Generator complies an amount calculated as follows:-
FORMULA
If, following a Cancellation Instruction the Generating Unit
supplies Active Power in the absence of any other instruction
issued to the Generator which would result in the Generating Unit
concerned supplying Active Power at that time, the Generator shall
be deemed to have failed to comply with the Cancellation
Instruction and shall not be entitled to any payment under Sub-
Clause 5.3 in respect of the Generating Unit concerned.
NGC's right to withhold payment shall be NGC's sole remedy against
the Generator under this Agreement in respect of failure to comply
with a Cancellation Instruction but shall be without prejudice to
any other rights which NGC may have against the Generator under
Grid Code and/or the Master Connection Agreement and/or any
Supplemental Agreement.
HOT STANDBY
Subject to Sub-Clause 6.4, where NGC issues an instruction to come
to Hot Standby followed by an instruction to Synchronise, NGC
shall pay to the Generator for complying with such instructions a
sum calculated as follows:-
FORMULA
Where NGC issues an instruction to come to Hot Standby followed by
an instruction cancelling Hot Standby after Hot Standby has been
reached NGC shall pay to the Generator for complying with such
instruction a sum calculated as follows:-
FORMULA
Where NGC issues an instruction to come to Hot Standby followed by
an instruction cancelling Hot Standby before Hot Standby is
reached, NGC shall pay to the Generator for complying with such
instruction a sum calculated as follows:-
FORMULA
In the case of an instruction to come to Hot Standby followed by
an instruction to Synchronise, if the Generating Unit concerned
fails to Synchronise within five minutes of the end of the period
specified in the instruction to come to Hot Standby the Generator
shall be deemed to have failed to comply with the instruction to
come to Hot Standby and shall not be entitled to any payment under
Sub-Clause 6.1 in respect of the Generating Unit concerned.
NGC's right to withhold payment shall be NGC's sole remedy against
the Generator under this Agreement in respect of failure to comply
with instructions relating to Hot Standby but shall be without
prejudice to any other right which NGC may have against the
Generator under the Grid Code and/or the Master Connection
Agreement and/or any Supplemental Agreement.
FREQUENCY RESPONSE
Payment for Frequency Sensitive Generation
Subject to Sub-Clause 7.4, NGC shall pay to the Generator for
operating a Generating Unit in:-
Primary Response mode; or
Primary and Secondary Response mode; or
Primary and Secondary Response and Five Minute Reserve mode; or
Secondary Response and Five Minute Reserve; or
Five Minute Reserve mode;
in accordance with instructions issued to it under the Grid Code
SDC a sum calculated in accordance with the figures set out in the
relevant column of Schedule E for each Generating Unit for the
period expressed in minutes that the Generator is so operating.
The Parties acknowledge and agree that the values for Loading,
Response and Reserve given in the Schedule E are interim values
only and are to necessarily the values achievable at the prices
given in the Schedule. The Parties shall endeavour to agree such
values within 12 months of the Effective Date. If the Parties are
unable to reach agreement within that period, either party may by
notice in writing to the other party at any time after the end of
such period, refer the matter to arbitration pursuant to Clause
21. As soon as the relevant figures have been agreed or
determined in accordance with the foregoing, they shall be
substituted for the corresponding figures in Schedule E with
effect from the date of such agreement or determination.
Where in any Settlement Period a Generating Unit generates Energy
at or above its Offered Availability for that Settlement Period
but has not been instructed by NGC to provide Primary Response,
Secondary Response or Five Minute Reserve or any combination of
these three, no payment for Frequency Response shall be due to the
Generator in respect of that Settlement period.
Where in any Settlement Period a Generating unit is operating in
Frequency Sensitive Mode at an instructed level below its Offered
Availability but has not been instructed by NGC to provide Primary
Response, Secondary Response or Five Minute Reserve or any
combination of these three for that Settlement period, NGC shall
pay the Generator the sum which would be payable to the Generator
for that Settlement Period in respect of that Generating Unit had
NGC instructed that Generating Unit to operate in Primary Response
Mode.
If a Generating Unit fails (as measured by OC5.5.2 of the Grid
Code or by routine testing and/or monitoring procedures to be
agreed by NGC and the Generator) to provide whether automatically
(MW/Hz) or by manual instruction the level of response specified
in Schedule E for the MW loading instructed for that Generating
Unit when operating in any of the modes set out in Sub-Clause 7.1,
NGC shall pay to the Generator in respect of the Settlement Period
in which such failure shall occur, the same proportion of the sum
payable under Sub-Clause 7.1 as the actual level of response bears
to the level of response specified in Schedule E for that
Generating unit.
Each Party shall use its best endeavours to put in place as soon
as is reasonably possible such routine testing and/or monitoring
procedures as are appropriate to the purposes of Sub-Clause 7.4.
NGC's right to withhold or reduce payment shall be NGC's sole
remedy against the Generator under this Agreement in respect of
failure to operate in Frequency Sensitive Mode, but shall be
without prejudice to any other rights NGC may have against the
Generator under the Grid Code and/or the Master Connection
Agreement and/or any Supplemental Agreement.
Payment for Fast Start Capability and Load Reduction Capability
Subject to Sub-Clause 7.14, NGC shall pay to the Generator a
capability payment calculated in accordance with Schedule F Part 1
in respect of each [Gas Turbine Unit] [Pumped Storage Unit] for
each Settlement Period when it is declared available by the
Generator for Low Frequency Relay initiated or manual response [or
for Load Reduction] in accordance with the Grid Code SDC.
Should a [Gas Turbine Unit] [Pumped Storage Unit] be determined
pursuant to the Grid Code OC5.5.3 not to have its Fast Start
Capability no payment shall be made under Sub-Clause 7.7 to the
Generator for the [Gas Turbine Unit] [Pumped Storage Unit]
concerned in respect of the period commencing with the time agreed
by the Parties or determined by arbitration pursuant to the Grid
Code when the [Gas Turbine Unit] [Pumped Storage Unit] first
failed to have the Fast Start Capability and expiring at the time
the [Gas Turbine Unit] [Pumped Storage Unit] is next declared
available for Low Frequency Relay initiated or manual response
following the time when it is determined that the [Gas Turbine
Unit] [Pumped Storage Unit] concerned has its Fast Start
Capability restored pursuant to the Grid Code OC5.5.3.
Payment for Fast Start from Gas Turbine Units
Subject to Sub-Clause 7.14, NGC shall pay to the Generator a sum
calculated in accordance with Schedule F Part 1 for each Fast
Start it makes from a Gas Turbine Unit in automatic response to a
frequency deviation in accordance with the Grid Code or in
accordance with an instruction issued to the Generator under the
Grid Code.
Payment for Pumped Storage Generation Spinning in Air and Mode
Changes
NGC shall pay to the Generator a sum calculated in accordance with
Schedule F, Part 2 in respect of each Pumped Storage Unit each
time it adopts the Spinning in Air mode in accordance with
instructions issued to the Generator under the Grid Code.
NGC shall pay to the Generator a sum calculated in accordance with
Schedule F, Part 2 for each Pumped Storage Unit for the period
during which it is operating in Spinning in Air mode for Frequency
Response purposes in accordance with instructions issued to the
Generator under the Grid Code.
Subject to Sub-Clause 7.14, NGC shall pay to the Generator a sum
calculated in accordance with Schedule F, Part 2 for each Pumped
Storage Unit for each Fast Start it makes from Spinning in Air
mode in automatic response to a frequency deviation in accordance
with the Grid Code or in accordance with instructions issued to
the Generator under the Grid Code. Subject to Sub-Clause 7.14,
NGC shall pay to the Generator a sum calculated in accordance with
Schedule F, Part 3 for each Pumped Storage Unit for each Fast
Start it makes from standstill in automatic response to a
frequency deviation in accordance with the Grid Code or in
accordance with instructions issued to the Generator under the
Grid Code.
Fast Start Default by Generator
If a Generating Unit shall fail (according to routine testing
and/or monitoring procedures to be agreed by NGC and the
Generator) to be Synchronised and Loaded to reach full Load within
five minutes of a decrease in System Frequency occurring
sufficient to initiate a Fast Start by means of the Low Frequency
Relays set at the setting required by NGC under the Grid Code SDC
or within seven minutes of a manual instruction to Fast Start:-
the capability payment under Sub-Clause 7.7 shall be reduced for
the day in which the failure occurs in proportion to the amount by
which the Active Power actually supplied within five or seven
minutes as the case may be falls short of full Load; and the
Generator shall not be entitled to payment under Sub-Clause 7.9,
7.12 or 7.13 as the case may be.
Each Party shall use its best endeavours to put in place as soon
as is reasonably possible such routine testing and/or monitoring
procedures as are appropriate to the purposes of Sub-Clause 7.14.
NGC's right to withhold or reduce payment shall be NGC's sole
remedy against the Generator under this Agreement in respect of
failure to provide Fast Start Capability or a Fast Start, but
shall be without prejudice to any other rights NGC may have
against the Generator under the Grid Code and/or the Master
Connection Agreement and/or any Supplement Agreement.
Payment for Load Reduction and Despatch of Pumped Storage Plant
Subject to Sub-Clause 7.18, NGC shall pay the Generator for
providing Load Reduction and/or agreeing to Despatch its Final
Pumping Programme in accordance with instructions issued to it
under the Grid Code a sum calculated in accordance with the
following formulae for each Final Pumping Programme Period in
which a Load Reduction service is provided or the Final Pumping
Programme is subject to Despatch instructions:-
(a) exact pumping DC
(b) over-pumping, but less than permitted tolerance DC - m x
DE
(c) over-pumping, but greater than permitted tolerance DC - m x
dE
(d) under-pumping, but less than permitted tolerance DC + m x
DE
(e) under-pumping, but greater than tolerance DC + P x (DE -
dE) + m x dE
Where:-
"exact pumping" means that the exact amount of Energy has actually
been consumed for pumping in the Final Pumping Programme Period as
would have been consumed had the Final Pumping Programme been
followed;
"over-pumping" means that more Energy has actually been consumed
for pumping in the Final Pumping Programme Period than would have
been the case had the Final Pumping Programme been followed;
"under pumping" means that less Energy has actually been consumed
for pumping in the Final Pumping Programme Period than would have
been the case had the Final Pumping Programme been followed;
"DE" means the total shortfall or surplus of actual Energy
consumed for pumping in the Final Pumping Programme Period as
measured against the Energy that would have been consumed had the
Final Pumping Programme been followed; the value of DE is always
positive;
"dE" and "permitted tolerance" means 350 MWh, being the permitted
tolerance allowed to NGC for the shortfall or surplus of actual
Energy consumed for pumping in the Final Pumping Programme
Period;
"DC" means the difference, whether positive or negative, in the
cost of Energy consumed for pumping in the Final Pumping Programme
Period, being the actual cost thereof minus the cost that would
have been incurred had the Final Pumping Programme been followed;
"m" means the Weighted Average Price that would have been paid for
Energy for pumping in any Settlement Period had the Final Pumping
Programme been followed;
"P" means the average of the Genset Bid Prices of a tranche of 500
MW of available Open Cycle Gas Turbine Units with the lowest
Genset Bid Prices in the Settlement Day commencing at 0000 after
the start of the Final Pumping Programme Period;
"Weighted Average Price" means the price in pounds per MWh
calculated by taking the total Energy cost that would have been
incurred had the Final Pumping Programme been followed and
dividing it by the total Energy that would have been consumed had
the Final Pumping Programme been followed.
The Generator shall not be entitled to payment under Sub-Clause
7.17 if and to the extent that it has been prevented from pumping
during the Final Pumping Programme Period by reason of physical
transmission constraints or widespread load shedding within the
zone containing Pumped Storage Plant.
NGC shall pay to the Generator a capability payment calculated in
accordance with Schedule F, Part 4 for each Final Pumping
Programme Period when the Generator and NGC have agreed that NGC
should have the ability to Despatch the Generator's Final Pumping
Programme.
NGC shall pay the Generator a sum calculated in accordance with
the figures set out in the relevant column of Schedule F, Part 5,
6 and 7 and in respect of each Pumped Storage Unit on each
occasion that it makes a Mode Change in accordance with the Grid
Code during any period when the Generator is providing a Load
Reduction service or has agreed to the Despatch of its Final
Pumping Programme.
NGC shall pay to the Generator a sum calculated in accordance with
the figures set out in the relevant column of Schedule F, Part 5
in respect of each Pumped Storage Unit for the time it is
operating in Spin Pump Mode in accordance with the Grid Code
during any period when it is providing a Load Reduction service or
has agreed to the Despatch of its Final Pumping Programme.
BLACK START CAPABILITY
NGC shall pay the Generator in respect of each Black Start Station
for providing a Black Start Capability the amounts per Settlement
Period provided in Schedule G for each Settlement Period for which
the Generator declares any Generating Unit at the Black Start
Station available for generation pursuant to the Grid Code SDC.
Should a Black Start Station be determined not to have a Black
Start Capability pursuant to the Grid Code OC5.5.4, no payment
shall be made under Clause 8.1 to the Generator for the Black
Start Station concerned in respect of the period commencing on the
date and time agreed by the Parties or determined by arbitration
pursuant to the Grid Code OC5.5.4 when the Black Start Station
first failed to have the Black Start Capability and expiring on
the date and time when the Generator next declares any Generating
Unit at the Black Start Station available for generation following
the date and time when the Black Start Station is next determined
to have its Black Start Capability restored pursuant to the Grid
Code OC5.5.4.
If following an instruction from NGC pursuant to the Grid Code OC9
the Generator fails to provide a Black Start at a Black Start
Station within a period consistent with its current registered
dynamic parameters, no payment shall be made under Sub-Clause 8.1
from the date and time of such failure until such date and time as
the Generator next declares any Generating Unit at that Black
Start Station available for generation following the date and time
when the Black Start Station is next determined to have its Black
Start Capability restored pursuant to the Grid Code OC5.5.4.
PAYMENT
On the fifth day of each month NGC shall send to the Generator a
detailed statement ("the Monthly Statement") setting out all
Ancillary Services supplied by the Generator during the previous
month and calculating the payments due to the Generator in respect
of such services for that month in accordance with this Agreement.
If the Generator has failed to supply any Ancillary Service in
accordance with the Grid Code or any instructions issued under the
Grid Code, NGC shall produce to the Generator at the same time as
it sends the Monthly Statement next following the time when such
records or evidence become available, the records of the
monitoring and/or tests carried out pursuant to the Grid Code OC
5.5, the records of the agreed monitoring and/or testing
procedures set out or provided for in this Agreement and any other
evidence upon which it relies as showing such failure. If the
Generator disagrees with such records or with any other fact or
calculation set out in the Monthly Statement, it shall produce to
NGC the evidence which it relies upon in support of such
disagreement. The Parties shall discuss and endeavour to resolve
the matter but if it cannot be resolved the records of the
monitoring and/or test procedures and the facts and calculations
set out in the Monthly Statement shall be binding upon the Parties
until such time as they are reversed or revised by agreement or by
an arbitrator appointed pursuant to Clause 21.
Should any dispute or disagreement under this Clause concern the
same facts and matters as a dispute or disagreement under the
Settlement calculation procedures set out in the Pooling and
Settlement Agreement the outcome of the dispute or disagreement
under the Pooling and Settlement Agreement shall be binding upon
the Parties in relation to the dispute or disagreement under this
Agreement.
Notwithstanding the provisions of Sub-Clause 9.2, if any fact or
matter set out in the Monthly Statement shall be inconsistent with
any fact or matter set out in a final run of the Settlement
calculation issued by the Settlement System Administrator under
the Pooling and Settlement Agreement, the facts and matters set
out in the Settlement calculation or which, following a dispute,
it is found or agreed should be there set out shall be binding
upon both Parties.
If either Party intends to dispute any fact or matter contained in
a final run of a Settlement calculation which is inconsistent with
any fact or matter contained in a Monthly Statement it shall serve
notice in writing on the other Party to that effect in order that
that other Party may make such representations as it wishes to the
Settlement System Administrator or exercise such rights as it may
have under the Pooling and Settlement Agreement.
NGC shall send to the Generator 20 days after the date of the
Monthly Statement an amended statement ("the Amended Monthly
Statement") to take into account any changes which require to be
made to it in consequence of the procedures set out in Sub-Clauses
9.2 to 9.5 inclusive.
Where a dispute is resolved later than 20 days after the date of
the Monthly Statement or where pursuant to the procedures set out
in Sub-Clause 9.2 it is determined that the Generator was not
entitled to receive a payment already made, NGC shall adjust the
account between itself and the Generator accordingly in the next
Monthly Statement or Amended Monthly Statement which it issues.
The due date of payment for the purposes of Sub-Clause 9.9 in
respect of any disputed amount shall be the date for payment of
the Monthly Statement from which the dispute arises.
NGC shall pay to the Generator the amount shown as due in an
Amended Monthly Statement within three Business Days of the date
on which the Amended Monthly Statement is or should be issued.
If NGC fails to pay on the due date any amount properly due under
this Agreement NGC shall pay to the Generator interest on such
overdue amount from and including the date of such failure to (but
excluding) the date of actual payment (as well after as before
judgement) at the rate of 4 percent over Barclays Bank PLC base
lending rate for the time being and from time to time. Interest
shall accrue from day to day.
Notwithstanding any other provision of this Agreement, the Parties
shall not be limited in any way as to the evidence they may rely
upon in any proceedings arising out of or in connection with
payment for any Ancillary Service under this Agreement and the
Parties agree that in the event and to the extent that either
Party succeeds in proving in any such proceedings that any
Ancillary Service was or was not provided, the successful party
shall be entitled to repayment of the sums previously paid under
this Agreement or payment of sums not paid as the case may be in
respect of such Ancillary Service.
If following a dispute or pursuant to the procedures set out in
Sub-Clause 9.2 it is determined or agreed that the Generator was
not entitled to any payment it has received, NGC shall be entitled
to interest on the amount so paid from the date of payment until
the date of repayment or the date when NGC makes a payment to the
Generator which takes such repayment into account. Such interest
shall be calculated in the same manner and at the same rate as is
provided for overdue payments under Sub-Clause 9.9.
Save as otherwise expressly provided in this Agreement, sums
payable by NGC pursuant to this Agreement whether of charges,
interest or otherwise shall (except to the extent otherwise
required by law) be paid in full, free and clear of and without
deduction, set-off or deferment in respect of any disputes or
claims whatsoever provided that NGC may deduct from such sums the
amount of any final award or judgment obtained by NGC pursuant to
the Master Connection Agreement or agreed by the Generator which
arises out of any failure by the Generator to provide or make
available Ancillary Services pursuant to the Grid Code and /or any
Supplemental Agreement.
NGC represents and warrants to the Generator that it enters into
this Agreement as principal and not as agent for any other person.
All amounts specified hereunder shall be exclusive of any Value
Added Tax or other similar tax and NGC shall pay to the Generator
Value Added Tax at the rate for the time being and from time to
time properly chargeable in respect of the making available and/or
supply of Ancillary Services under this Agreement, the Grid Code,
the Master Connection Agreement or any Supplemental Agreement.
LIMITATION OF LIABILITY
Subject to Sub-Clause 10.2 and Clause 9 and save where any
provision of this Agreement provides for an indemnity, the Parties
agree and acknowledge that neither Party (the "Party Liable") nor
any of its officers, employees or agents shall be liable to the
other Party for loss arising from any breach of this Agreement
other than for loss directly resulting from such breach and which
at the date of this Agreement was reasonably foreseeable as not
unlikely to occur in the ordinary course of events from such
breach in respect of:-
physical damage to the property of the other Party, its officers,
employees or agents; and/or
the liability of such other Party to any other person for loss in
respect of physical damage to the property of any person.
Nothing in this Agreement shall exclude or limit the liability of
the Party Liable for death or personal injury resulting from the
negligence of the Party Liable or any of its officers, employees
or agents and the Party Liable shall indemnify and keep
indemnified the other Party, its officers, employees or agents,
from and against all such and any loss or liability which such
other Party may suffer or incur by reason of any claim on account
of death or personal injury resulting from the negligence of the
Party Liable or any of its officers, employees or agents.
Subject to Sub-Clause 10.2 and Clause 9 and save where any
provision of this Agreement provides for an indemnity neither the
Party Liable nor any of its officers, employees or agents shall in
any circumstances whatsoever be liable to the other party for:-
any loss of profit, loss of revenue, loss of use, loss of contract
or loss of goodwill; or any indirect or consequential loss; or
loss resulting from the liability of the other party to any other
person howsoever and whensoever arising save as provided in Sub-
Sub-Clause 10.1(ii) and Sub-Clause 10.2.
Each Party acknowledges and agrees that the other Party holds the
benefit of Sub-Clauses 10.1 and 10.2 and 10.3 for itself and as
trustee and agent for its officers, employees and agents.
Each of Sub-Clauses 10.1, 10.2, 10.3 and 10.4 shall:-
be construed as a separate and severable contract term, and if one
or more of such Sub-Clauses is held to be invalid, unlawful or
otherwise unenforceable the other or others of such Sub Clauses
shall remain in full force and effect and shall continue to bind
the Parties; and
survive termination of this Agreement.
For the avoidance of doubt, nothing in this Clause 10 shall
prevent or restrict any Party enforcing any obligation (including
suing for a debt) owed to it under or pursuant to this Agreement.
Each Party acknowledges and agrees that the provisions of this
Clause 10 have been the subject of discussion and negotiation and
are fair and reasonable having regard to the circumstances as at
the date of this Agreement.
METERING
The relationship between the Parties with respect to Energy
Metering Equipment shall be regulated in accordance with the
Pooling and Settlement Agreement.
The relationship between the Parties with respect to Operational
Metering Equipment shall be regulated by the Master Connection
Agreement.
TERMINATION
This Agreement shall automatically terminate upon:-
(i) the Generator ceasing to be a Pool Member; or
(ii) termination of the Pooling and Settlement Agreement; or
(iii) termination of the Master Connection Agreement; or
(iv) Revocation or withdrawal of the Generation Licence or the
Transmission Licence.
Upon termination of any Supplemental Agreement, this Agreement
shall be terminated to the extent that it applies to the
Generating Units at and Ancillary Services supplied or made
available from the Connection Site which is the subject of the
said Supplemental Agreement. Where the Generator serves notice to
Decommission or Disconnect the Generator's Equipment at a
Connection Site under a Supplemental Agreement, the Parties shall
discuss the possibility of terms being offered for the continued
provision following the date when Decommissioning or Disconnection
would otherwise have occurred of any Ancillary Service which was
being provided by the Generator at that Connection Site
immediately before service of the Notice to Decommission or
Disconnect and for which NGC are unable to find a reasonable
alternative.
No payments will be made under this Agreement in respect of an
Ancillary Service to be provided from a Generating Unit in
relation to any period when the Generating Unit or the Generator's
Equipment at any Connection Site used by that Generating Unit is
prevented from providing that Ancillary Service by reason of a
circumstance of Force Majeure under the Master Connection
Agreement or is Deenergised, Decommissioned or Disconnected for
any reason pursuant to the relevant Supplemental Agreement or the
Master Connection Agreement.
Termination by the Generator
In the event that:-
NGC shall fail to pay (other than by inadvertent error in funds
transmission which is discovered by the Generator, notified to NGC
and corrected within 48 hours following such notification) any
amount properly due or owing from it pursuant to this Agreement
according to its terms and such non-payment continues unremedied
and not disputed in good faith and upon reasonable grounds at the
expiry of 7 Business Days immediately following receipt by NGC of
written notice from the Generator of such non-payment; or
in respect of NGC:-
an order of the High Court is made or an effective resolution
passed for its insolvent winding-up or dissolution; or
a receiver (which expression shall include an administrative
receiver within the meaning of Section 29 of the Insolvency Act
1986) of the whole or any material part of its assets or
undertaking is appointed; or
an administration order under Section 8 of the Insolvency Act 1986
is made or if a voluntary arrangement is proposed under Section 1
of that Act; or
it enters into any scheme of arrangement (other than for the
purpose of reconstruction or amalgamation upon terms and within
such period as may previously have been approved in writing by the
Director); or
it is unable to pay its debts (within the meaning of Section
123(1) or (2) of the Insolvency Act 1986 save that such section
shall have effect as if for 750.00 pounds there was inserted
250,000 pounds (and NGC shall not be deemed to be unable to pay
its debts if any demand for payment is being contested in good
faith by it with recourse to all appropriate measures and
procedures);
and in any such case within 28 days of appointment of the
liquidator, receiver, administrative receiver, administrator
nominee or other similar officer, such person has not provided to
the Generator a guarantee of future performance by NGC of the
Agreement in such form and amount as the Generator may reasonably
require and there has been no agreement reasonably satisfactory to
the Generator reached between Pool Members as to payment of
amounts due in the future under this Agreement,
the Generator may declare by notice in writing to NGC that such
event has become an event of default.
Once the Generator has given notice of an event of default this
Agreement shall terminate. Termination of this Agreement as a
whole or in relation to any Generating Unit and/or any Ancillary
Service under Sub-Clauses 12.1 to 12.5 or any of them shall not
affect any rights or obligations of the Parties which have accrued
at the time of such termination.
ASSIGNMENT
The Generator shall not assign or transfer nor purport to assign
or transfer the benefit or burden of this Agreement save in the
following circumstances:-
the Generator may assign or charge its benefit under this
Agreement in whole or in part by way of security;
upon the disposal of the whole of the Generator's business or
undertaking, the Generator may transfer its rights and obligations
under this Agreement to the purchaser thereof provided that NGC
has consented to the transfer of the Generator's rights and
obligations under the Master Connection Agreement and all
Supplemental Agreements;
upon disposal of part of the Generator's business or undertaking
comprising Generator's Equipment at one or more Connection Sites
the Generator may transfer such of its rights and obligations
under this Agreement as relate to the Generating Units and
Ancillary Services concerned to the purchaser thereof provided
that NGC has consented to the transfer of the Generator's rights
and obligations under all Supplemental Agreements relevant to the
part of the business or undertaking to be transferred.
NGC shall not assign or transfer nor purport to assign or transfer
the benefit or burden of this Agreement save to a successor
Ancillary Services Provider.
CONFIDENTIALITY FOR NGC AND ITS SUBSIDIARIES
NGC and its subsidiaries shall secure that Protected Information
is not:-
divulged by Business Personnel to any person unless that person is
an Authorised Recipient;
used by Business personnel for the purposes of obtaining for NGC
or for any of its subsidiaries or for any other person:-
any electricity licence; or
any right to purchase or otherwise acquire, or to distribute
electricity (including rights under any electricity purchase
contract as defined in the Transmission Licence); or
any contract or arrangement for the supply of electricity to
Customers or Suppliers; or
any contract for the use of any electrical lines or electrical
plant belonging to or under the control of a Supplier; or
control of any body corporate which, whether directly or
indirectly, has the benefit of any such licence, contract or
arrangement; and
used by Business Personnel for the purpose of carrying on any
activities other than Permitted Activities,
except with the prior consent in writing of the Party to whose
affairs such Protected Information relates.
Nothing in this Clause 14 shall apply:-
to any Protected Information which, before it is furnished to
Business Personnel, is in the public domain; or
to any Protected Information which, after it is furnished to
Business Personnel:-
is acquired by NGC or any subsidiary of NGC in circumstances in
which this Clause 14 does not apply; or
is acquired by NGC or any subsidiary of NGC in circumstances in
which this Clause 14 does apply and thereafter ceases to be
subject to the restrictions imposed by this Clause 14; or
enters the public domain,
and in any such case otherwise than as a result of:-
(i) a breach by NGC or any subsidiary of NGC of its obligations
in this Clause 14; or
(ii) a breach by the person who disclosed that Protected
Information of that person's confidentiality obligation and NGC or
any of its subsidiaries is aware of such breach ; or
to the disclosure of any Protected Information to any person if
NGC or any subsidiary of NGC is required or expressly permitted to
make such disclosure to such person:-
in compliance with the duties of NGC or any subsidiary of NGC
under the Act or any other requirement of Competent Authority; or
in compliance with the conditions of the Transmission Licence or
any document referred to in the Transmission Licence with which
NGC or any subsidiary of NGC is required by virtue of the Act or
the Transmission Licence to comply; or
in compliance with any other requirement of law; or
in response to a requirement of any stock exchange or regulatory
authority of the Panel on Take-Overs and Mergers; or
pursuant to the arbitration rules for the Electricity Supply
Industry Arbitration Association or pursuant to any judicial or
other arbitral process or tribunal having jurisdiction in relation
to NGC or any of its subsidiaries; or
to any Protected Information to the extent that NGC or any of its
subsidiaries is required or expressly permitted to disclose that
information under the terms of any agreement or arrangement
(including this Agreement, the Grid Code, the Distribution Codes
and the Fuel Security Code) with the Party to whose affairs such
Protected Information relates.
NGC and each of its subsidiaries may use all and any information
or data supplied to or acquired by it from or in relation to the
other Party in performing Permitted Activities including for the
following purposes:-
the operation and planning of the NGC Transmission System;
the calculation of charges and preparation of offers of terms for
connection to or use of the NGC Transmission System;
the operation and planning of the Ancillary Services Business and
the calculation of charges therefor;
the operation of the Settlements Business;
the provision of information under the British Grid Systems
Agreement and the EdF Documents (as defined in the Pooling and
Settlement Agreement),
and may pass the same to subsidiaries of NGC which carry out such
activities and the Generator agrees to provide all information to
NGC and its subsidiaries for such purposes. NGC undertakes with
the Generator, that having regard to the activities in which any
Business Person is engaged and the nature and effective life of
the Protected Information divulged to him by virtue of such
activities, neither NGC nor any of its subsidiaries shall
unreasonably continue (taking into account any industrial
relations concerns reasonably held by it) to divulge Protected
Information or permit Protected Information to be divulged by any
subsidiary of NGC to any Business Person:-
who has notified NGC or the relevant subsidiary of his intention
to become engaged as an employee or agent of any other person
(other than of NGC or any subsidiary thereof) who is:-
authorised by licence or exemption to generate, transmit or supply
electricity; or
an electricity broker or is known to be engaged in the writing of
electricity purchase contracts (as hereinbefore defined); or
known to be retained as a consultant to any such person who is
referred to in paragraph (a) or (b) above; or
or who is to be transferred to the Generation Business,
save where NGC or such subsidiary could not, in all the
circumstances, reasonably be expected to refrain from divulging to
such Business Person Protected Information which is required for
the proper performance of his duties.
Without prejudice to the other provisions of this Clause 14, NGC
shall procure that any additional copies made of the Protected
Information whether in hard copy or computerised form, will
clearly identify the Protected Information as protected.
NGC undertakes to use all reasonable endeavours to procure that no
employee is a Corporate Functions Person unless the same is
necessary for the proper performance of his duties. NGC shall
secure that Protected Information which is subject to the
provisions of this Clause 14 and which relates to the cost of
Reactive Power provided by the Generator is not divulged to any
Business Person engaged in the provision of static compensation
for use by the Grid Operator.
Notwithstanding any other provision of this Agreement, the
provisions of this Clause 14 shall continue to bind a person after
termination of this Agreement, in whole or in part, for whatever
reason.
For the avoidance of doubt, data and other information which
either Party is permitted or obliged to divulge or publish to the
other Party pursuant to this Agreement shall not necessarily be
regarded as being in the public domain by reason of being so
divulged or published.
CONFIDENTIALITY FOR THE GENERATOR
The Generator hereby undertakes with NGC and its subsidiaries that
it shall preserve the confidentiality of, and not directly or
indirectly reveal, report, publish, disclose or transfer or use
for its own purposes Confidential Information, except:-
in the circumstances set out in Sub-Clause 15.2; or
to the extent otherwise expressly permitted by this Agreement; or
with the prior consent in writing of the Party to whose affairs
such Confidential Information relates.
The circumstances referred to in Sub-Sub-Clause 15.1(I) are:-
where the Confidential Information, before it is furnished to the
Generator, is in the public domain; or
where the Confidential Information, after it is furnished to the
Generator:-
is acquired by the Generator in circumstances in which this Clause
15 does not apply; or
is acquired by the Generator in circumstances in which this Clause
15 does apply and thereafter ceases to be subject to the
restrictions imposed by this Clause 15; or
enters the public domain,
and in any such case otherwise than as a result of:-
(i) a breach by the Generator of its obligations in this Clause
15; or
(ii) a breach by the person who disclosed that Confidential
Information of that person's confidentiality obligation and the
Generator is aware of such breach; or
if the Generator is required or permitted to make disclosure of
the Confidential Information to any person:-
in compliance with the duties of the Generator under the Act or
any other requirement of a Competent Authority; or
in compliance with the conditions of any Licence or any document
referred to in any Licence with which the Generator is required to
comply; or
in compliance with any other requirement of law; or
in response to a requirement of any stock exchange or regulatory
authority or the Panel of Take-Overs and Mergers; or
pursuant to the Arbitration Rules for the Electricity Supply
Industry Arbitration Association or pursuant to any judicial or
other arbitral process or tribunal having jurisdiction in relation
to the Generator; or
where Confidential Information is furnished by the Generator to
the employees, directors, agents, consultants and professional
advisers of the Generator, in each case on the basis set out in
Clause 15.4.
The Generator further undertakes with NGC and its subsidiaries
that it shall preserve the confidentiality of, and not directly or
indirectly reveal, report, publish, disclose or transfer any data
and other information of a commercially confidential nature
relating to the details (including the financial details) of this
Agreement, the negotiations leading up to the making of this
Agreement and any other discussions or negotiations arising during
the term of this Agreement and relating thereto except in the
circumstances set out in Sub-Clause 15.2(iii) and (iv) or unless
the Generator has obtained the prior written consent of NGC.
With effect from the date of this Agreement the Generator shall
adopt procedures within its organisation for ensuring the
confidentiality of all Confidential Information which it is
obliged to preserve as confidential under this Clause 15. These
procedures are:-
the Confidential Information will be disseminated within the
Generator only on a "need to know" basis;
employees, directors, agents, consultants and professional
advisers of the Generator in receipt of Confidential Information
will be made fully aware of the Generator's obligations of
confidence in relation thereto; and
any copies of the Confidential Information, whether in hard copy
or computerised form, will clearly identify the Confidential
Information as confidential.
Notwithstanding any other provision of this Agreement, the
provisions of this Clause 15 shall continue to bind a person after
termination of this Agreement, in whole or in part, for whatever
reason.
For the avoidance of doubt, data and other information which
either Party is permitted or obliged to divulge or publish to the
other Party pursuant to this Agreement shall not necessarily be
regarded as being in the public domain by reason of being so
divulged or published.
ADDITIONAL COSTS
If:-
the Generator is of the opinion that in order to comply with any
change in or amendment to the Grid Code (other than the withdrawal
of or reduction in the scope of a Derogation) of any statutory or
regulatory obligation coming into force after the Effective Date
the Generator is obliged to incur costs and expenses for the
purpose of carrying out modifications to any Generating Unit or
otherwise for the purposes of changing the manner of operation of
a Generating Unit in relation to the provision of any Ancillary
Service; or
NGC is of the opinion that by reason of any change in or amendment
to the Grid Code or any statutory or regulatory obligation coming
into force after the Effective Date the Generator is able to make
savings in the cost and expense of providing any Ancillary Service
from any Generating Unit,
then either the Generator or NGC as the case may be may by notice
in writing require that the provisions of Sub-Clauses 2.4 to 2.8
shall be brought into operation in relation to the Generating Unit
and the Ancillary Service which the Generator or NGC claims to be
affected by the change in or amendment to the Grid Code.
In accordance with the provisions of Sub-Clause 2.5, the Parties
shall endeavour to agree any adjustment in the rates, prices and
indexation formulae for the Ancillary Service and the Generating
Unit concerned having regard to the Charging Principles set out in
Schedule C. The revised rates and prices and (if appropriate)
indexation formulae shall be calculated as at and shall take
effect as from the end of a period of 12 weeks following the date
of the notice served under Sub-Clause 16.1 and the provisions of
Sub-Clauses 2.6 to 2.8 shall apply, mutatis mutandis, to the price
review under this Clause 16.
WAIVER
No delay by or omission of any Party in exercising any right,
power, privilege or remedy under this Agreement shall operate to
impair such right, power, privilege or remedy or be construed as a
waiver thereof. Any single or partial exercise of any such right,
power, privilege or remedy shall not preclude any other or further
exercise thereof or the exercise of any other right, power,
privilege or remedy. Payment of any sum or the submission of any
Monthly Statement or Amended Monthly Statement by NGC to the
Generator under this Agreement shall not operate to impair or be
construed as a waiver of any right, power, privilege or remedy NGC
may have against the Generator under this Agreement and/or the
Grid Code and/or the Master Connection Agreement and/or any
Supplemental Agreement.
The rights and remedies provided by this Agreement to the Parties
are exclusive and not cumulative and exclude and are in place of
all substantive (but not procedural) rights or remedies express or
implied and provided by common law or statute in respect of the
subject matter of this Agreement, including any rights either
Party may possess in tort which shall include actions brought in
negligence and/or nuisance. Accordingly, each of the Parties
hereby waives to the fullest extent possible all such rights and
remedies provided by common law or statute and releases the other
Party, its officers, employees and agents to the same extent from
all duties, liabilities, responsibilities or obligations provided
by common law or statute in respect of the matters dealt with in
this Agreement and undertakes not to enforce any of the same
except as expressly provided herein.
For the avoidance of doubt, the Parties acknowledge and agree that
nothing in this Agreement shall exclude or restrict or otherwise
prejudice or affect any of the rights, powers, privileges,
remedies, duties and obligations of the Secretary of State or the
Director under the Act, any Licence or otherwise howsoever.
NOTICES
Any notice or other communication to be given by one Party to the
other under, or in connection with the matters contemplated by,
this Agreement shall be addressed to the recipient and sent to the
address, telex number or facsimile number of such other Party
given in Schedule H for the purpose and marked for the attention
of the person so given or to such other address, telex number
and/or facsimile number and/or marked for such other attention as
such other Party may from time to time specify by notice given in
accordance with this Clause 18 to the Party giving the relevant
notice or other communication to it.
Any notice of other communication to be given by one Party to the
other Party under, or in connection with the matters contemplated
by, this Agreement shall be in writing and shall be given by
letter delivered by hand or sent by first class prepaid post
(airmail if overseas) or telex or facsimile, and shall be deemed
to have been received:-
in the case of delivery by hand, when delivered; or
in the case of first class prepaid post, on the second day
following the day of posting or (if sent airmail from overseas) on
the fifth day following the day of posting; or
in the case of telex, on the transmission of the automatic answer-
back of the addressee (where such transmission occurs before 1700
hours on the day of transmission) and in any other case on the day
following the day of transmission; or
in the case of facsimile, on acknowledgement by the addressee's
facsimile receiving equipment (where such acknowledgement occurs
before 1700 hours on the day of acknowledgement) and in any other
case on the day following the day of acknowledgement.
COUNTERPARTS
This Agreement may be executed in any number of counterparts and
by the different Parties on separate counterparts, each of which
when executed and delivered shall constitute an original but all
the counterparts shall together constitute but one and the same
instrument.
VARIATIONS
No variations to this Agreement shall be effective unless made in
writing and signed by or on behalf of both parties.
DISPUTE RESOLUTION
Save where expressly stated in this Agreement to the contrary and
subject to any contrary provision of the Act or any Licence or the
rights, powers, duties and obligations of the Director or the
Secretary of State under the Act, any Licence or otherwise
howsoever, any dispute or difference of whatever nature howsoever
arising under out of or in connection with this Agreement between
the Parties shall be and is hereby referred to arbitration
pursuant to the arbitration rules of the Electricity Supply
Industry Arbitration Association in force from time to time.
Whatever the nationality, residence or domicile of either Party
and wherever the dispute or difference or any part thereof arose,
the law of England shall be the proper law of any reference to
arbitration hereunder and in particular (but not so as to derogate
from the generality of the foregoing) the provisions of the
Arbitration Acts 1950 (notwithstanding anything in Section 34
thereof) to 1979 shall apply to any such arbitration wherever the
same or any part of it shall be conducted.
Subject always to Sub-Clause 21.5, if any tariff customer (as
defined in Section 22(4) of the Act) brings any legal proceedings
in any court (as defined in the Rules of the Supreme Court 1965
and in the County Courts Act 1984) against one or more persons,
any of which is a Party (the "defendant contracting party") and
the defendant contracting party wishes to make a third party claim
(as defined in Sub-Clause 21.4) against the other party to this
Agreement ("a contracting party") which would but for this Sub-
Clause have been a dispute or difference referred to arbitration
by virtue of Sub-Clause 21.1 then, notwithstanding the provisions
of Sub-Clause 21.1 which shall not apply and in lieu of
arbitration, the court in which the legal proceedings have been
commenced shall hear and completely determine and adjudicate upon
the legal proceedings and the third party claim not only between
the tariff customer and the defendant contracting party but also
between either or both of them and the other contracting party
whether by way of third party proceedings (pursuant to the Rules
of the Supreme Court 1965 or the County Court Rules 1981) or
otherwise as may be ordered by the court.
For the purposes of this Clause third party claim shall mean:-
any claim by a defendant contracting party against a contracting
party (whether or not already a party to the legal proceedings)
for any contribution of indemnity; or
any claim by a defendant contracting party against such a
contracting party for any relief or remedy relating to or
connected with the subject matter of the legal proceedings and
substantially the same as some relief or remedy claimed by the
tariff customer; or
any requirement by a defendant contracting party that any question
or issue relating to or connected with the subject matter of the
legal proceedings should be determined not only as between the
tariff customer and the defendant contracting party but also as
between either or both of them and a contracting party (whether or
not already a party to the legal proceedings).
Sub-Clause 21.3 shall apply only if at the time the legal
proceedings are commenced no arbitration has been commenced
between the defendant contracting party and the other contracting
party raising or involving the same or substantially the same
issues as would be raised by or involved in the third party claim.
The tribunal in any arbitration which has been commenced prior to
the commencement of legal proceedings shall determine the
question, in the event of dispute, whether the issues raised or
involved are the same or substantially the same.
JURISDICTION
Subject and without prejudice to Clause 21 and to Sub-Clause 22.4,
both parties irrevocably agree that the courts of England are to
have exclusive jurisdiction to settle any disputes which may arise
out of or in connection with this Agreement and that accordingly
any suit, action or proceeding (together in this Clause 22
referred to as "Proceedings") arising out of or in connection with
this Agreement may be brought in such courts.
Each party irrevocably waives any objection which it may have now
or hereafter to the laying of the venue of any proceedings in any
such court as is referred to in this Clause 22 and any claim that
any such Proceedings have been brought in an inconvenient forum
and further irrevocably agrees that judgment in any proceedings
brought in the English courts shall be conclusive and binding upon
such Party and may be enforced in the courts of any other
jurisdiction.
Each Party which is not incorporated in any part of England and
Wales agrees that if it does not have, or shall cease to have, a
place of business in England and Wales it will promptly appoint,
and shall at all times maintain, a person in England and Wales to
accept service of process on its behalf in any Proceedings in
England.
For the avoidance of doubt nothing contained in the foregoing
provisions of this Clause 22 shall be taken as permitting a party
to commence Proceedings in the courts where this Agreement
otherwise provides for Proceedings to be referred to arbitration.
GOVERNING LAW
This Agreement shall be governed by and construed in all respects
in accordance with English law.
SEVERANCE OF TERMS
If any provision of this Agreement is or becomes or is declared
invalid, unenforceable of illegal by the courts of any
jurisdiction to which it is subject or by order of the Commission
of the European Communities or by order of the Secretary of State,
such invalidity, unenforceability or illegality shall not
prejudice or affect the remaining provisions of this Agreement
which shall continue in full force and effect notwithstanding such
invalidity, unenforceability or illegality.
ENTIRE AGREEMENT
This Agreement contains or expressly refers to the entire
agreement between the Parties with respect to the subject matter
hereof, and expressly excludes any warranty, condition or other
undertaking implied at law or by custom, and supersedes all
previous agreements and understandings between the Parties with
respect thereto and each of the Parties acknowledges and confirms
that it does not enter into this Agreement in reliance on any
representation, warranty or other undertaking not fully reflected
in the terms of this Agreement.
IN WITNESS whereof the Parties have caused their respective Common
Seals to be hereunto affixed the day and year first above written.
THE COMMON SEAL of )
THE NATIONAL GRID COMPANY PLC )
was hereunto affixed in the presence )
of:- )
Director
Secretary
THE COMMON SEAL of )
[ ] )
was hereunto affixed in the presence )
of:- )
Director
Secretary
Schedule A
The Term of the Agreement
Generating Unit Ancillary Service Term
Schedule B
Form of Agreement Amending Ancillary Services
Agreement to Correspond to Supplemental Agreement
for a New Connection Site or variation of an existing
Supplemental Agreement following a Modification
of following annual review of rates and prices
THIS AGREEMENT is made the day of
19 BETWEEN:-
THE NATIONAL GRID COMPANY PLC a company registered in England with
Number 2366977 whose registered office is a National Grid House,
Sumner Street, London SE1 9JU ("NGC" which expression shall
include its permitted successors and/or assigns);
[NP] [POWERGEN] [PUMPED STORAGE] [NUCLEAR ELECTRIC] [OTHERS] whose
registered office is at [ ]
("the Generator" which expression shall include its permitted
successors and/or assigns).
WHEREAS:-
By an Agreement ("the Ancillary Services Agreement") dated [ ]
1990 made between NGC and the Generator the parties thereto made
provision for the payment by NGC for Ancillary Services provided
by the Generator.
The Parties have agreed to amend that agreement in the terms
hereinafter set out.
NOW IT IS HEREBY AGREED as follows:-
1. Unless the context otherwise requires, words and expressions
defined in the Ancillary Services Agreement shall bear the same
meanings respectively when used herein.
2. The provisions of this Agreement shall come into effect on
[date] [the date when the Commissioning Programme referred to in
Sub-Clause [ ] of the Supplemental Agreement date [ ] actually
commences] [Note: second alternative applies only where this
agreement complements Supplemental Agreement for a New Connection
Site.]
3. As and from the effective date of this Agreement, the
Ancillary Services Agreement shall be amended as follows:-
HERE SET OUT AMENDMENTS TO CLAUSES
AND/OR SCHEDULES
4. This Agreement and the Ancillary Services Agreement shall be
read and construed as one document and references in the
Ancillary Services Agreement to the Ancillary Services
Agreement (howsoever expressed) shall be read and construed
as references to the Ancillary Services Agreement as amended
by this Agreement and by any other agreement amending the
same from time to time.
5. This Agreement shall be governed by and construed in all
respects in accordance with English law and the provisions of
Clauses 19 and 20 of the Ancillary Services Agreement shall
apply hereto mutatis mutandis.
IN WITNESS whereof the Parties have caused their respective
Common Seals to be hereunto affixed the day and year first above
written.
THE COMMON SEAL OF )
THE NATIONAL GRID COMPANY, PLC )
was hereunto affixed in the presence )
of:
Director
Secretary
THE COMMON SEAL of )
[ ] )
was hereunto affixed in the presence )
of: )
Director
Secretary
Schedule C
Ancillary Services
Charging Principles
1. Introduction
1.1 These principles are to be used to establish the basic
arrangements but are not intended to stifle innovation in the
development of new services or the giving of appropriate
economic signals.
2. General
2.1 The charges shall be "cost reflective" i.e. based and founded
upon the actual or estimated costs directly incurred or to be
incurred by the Generator for the purpose of providing the
service or capability concerned.
2.2 Where a capability to provide an Ancillary Service is
required by the Grid Code from all Generating Units (as
opposed to a capability made available by agreement between
the Parties from some only of the Generator's Generating
Units), no Ancillary Service Capability payment shall be
made.
2.3 The cost of "Grandfathering" Generator's Equipment (i.e.
bringing equipment owned by the Generator on the Effective
Date to a condition of compliance with the Grid Code) shall
not be included in Ancillary Services payments. Where a
Derogation is withdrawn or reduced in scope then, except in
relation to Reactive Power and Frequency Response, the
Generator shall be entitled to take the cost of meeting the
withdrawal or reduction in the scope of the Derogation into
account in its charges.
2.4 Subject to the other provisions of this Schedule, the charges
shall take due account of any change in or amendments to the
Grid Code or any other statutory or regulatory obligation
coming into force after the Effective Date affecting the
provision of Ancillary Services.
2.5 If as a result of any changes to the Pooling and Settlement
Agreement the Generator ceases to be entitled to receive
payment under that agreement in respect of any elements of
Ancillary Services provided by it which are expressed in this
Schedule to be paid for under that agreement, the Generator
shall be entitled to charge for such elements under this
Agreement. Where however such change entitles the Generator
to be paid for any elements of Ancillary Services which are
expressed in this Schedule to be paid for under this
Agreement the Generator shall cease to be entitled to charge
for such elements under this Agreement.
3. Reactive Power
3.1 The fixed cost of providing the capability to supply Reactive
Power specified in the Grid Code shall not be included in the
charge.
3.2 The variable cost of providing Reactive Power shall include:
(i) the additional heat losses incurred as a consequence of
producing Reactive Power, measured at the High Voltage
side of the Generator/Transformer terminals; the
calculation of such heat losses to take account of the
square law relationship between the electric current
and the additional heat losses incurred; for the
purposes of calculating the charges under the interim
payment system estimates of Reactive Energy likely to
be provided shall be used for the purposes of
calculating heat losses;
(ii) maintenance costs incurred as a direct result of
Reactive Power output (including a sum in respect of
any reduction in the working life of Generating Unit
components consequent upon Reactive Power output).
3.3 Payments for Reactive Power shall relate to Reactive Power
provided to the relevant User System or the NGC Transmission
System.
3.4 Any MW part-loading required for the purpose of MV Ar
production is paid for through the Pooling and Settlement
Agreement.
3.5 Charges for Reactive Power shall be predicated on the basis
that any Generating Units brought on out of merit for the
purpose of MV Ar production are paid for MW production
through the Pooling and Settlement and MV Ar production
through Ancillary Services Agreement.
3.6 Payments for Reactive Power may include payments for a
proportion of opportunity costs incurred as a direct
consequence of a Generating Unit being taken or kept out of
service outside normal outage periods for the sole purpose of
the maintenance or repair of equipment essential to the
production of Reactive Power. Payments shall be made on an
"as arising" basis but arrangements shall be put in place to
avoid sudden increases in payments to the Generator which
would distort the Pool Purchase Price. There is no
presumption arising from the foregoing that opportunity costs
should be paid in relation to Generating Units brought into
service for the first time after the Effective Date.
3.7 On the changeover from the interim payment system to the
final payment system no sudden change is expected to the
total industry amounts paid for Reactive Power.
3.8 The Generator is paid for the Start-Up of a Gas Turbine Unit
providing Synchronous Compensation by Ancillary Services
together with a payment for time actually spent in
Synchronous Compensation mode.
4. Cancelled Starts
4.1 Payments for Cancelled Starts are based upon the Generator's
Start-Up Price and the time it would have required to
Synchronise to the System.
5. Hot Standby
5.1 Payments for Hot Standby are based upon the Generator's
Start-Up Price and the time spent on Hot Standby.
5.2 Charges for Hot Standby shall be predicated on the basis that
where Hot Standby is reached and then followed by an
instruction to Synchronise to the System which is not
cancelled the Generator is paid from Start-up to Hot Standby
through the Pooling and Settlement Agreement.
6. Frequency Sensitive Generation
6.1 The variable cost of producing Primary and Secondary Response
and Five Minute Reserve shall include sums in respect of:
throttling losses;
lost boiler efficiency (steam plant only);
additional works power.
6.2 Part-loading of Generating Units is paid for through the
Pooling and Settlement Agreement.
7. Fast Starts
7.1 Payments for Fast Starts from Gas Turbine or Pumped Storage
Units shall include a payment for maintaining the Fast Start
Capability.
7.2 Any energy produced as a result of a Fast Start is paid for
through the Pooling and Settlement Agreement.
7.3 In the case of a Fast Start, a normal start is paid for
through the Pooling and Settlement Agreement and costs over
and above those of a normal start are paid for through the
Ancillary Services Agreement.
7.4 Payments to Pumped Storage for selecting spin-in-air mode for
frequency response purposes include a sum in respect of the
fixed costs of adopting such a mode.
8. Load Reduction
8.1 The cost of providing Load Reduction shall include sums in
respect of:
(a) maintaining the capability to trip load automatically
in response to a frequency deviation; and
(b) in the case of Pumped Storage, the additional cost of
energy over that programmed.
9. Black Start
9.1 The cost of providing a Black Start Capability shall include
the maintenance costs incurred as a direct result of providing the
Capability.
Schedule D
Schedule of Payments for Supply of Reactive Power
Part 1
Generating Unit Amount
(pound / half hour)
Part 2
SYNCHRONOUS COMPENSATION
Operating Charges
Generating ]Plant] [Unit] Amount per minute
Schedule E.
[Part Loaded] Plant
Tariff for Primary and Secondary
Frequency Response and 5 Minute Reserve
Generating Primary Primary
Secondary 5
Unit and 5 Minute
Loading Response Reserve pound/min Loading Response Reserve
pound/min Loading
Response Reser
pound/min
MW MW/Hz MW MW MW/Hz MW MWMW/
Primary and Secondary Secondary
and 5 Minute
Loading Response Reserve pound/min Loading
Response Reserve
pound/min
MW MW/HzMW
Schedule F
Part 1
Gas Turbine [Pumped Storage] Units in service for Low Frequency
Relay initiated or manual Frequency Response or Load Reduction
Unit Amount per half hour Amount per Start*
Part 2
Pumped Storage Adopting Spinning in Air Mode + Fast Start from
Spinning in Air Mode
Pumped Storage Amount Per Amount Per Hour Amount Per Start
Unit Mode Adoption
Part 3
Pumped Storage Fast Start From Standstill
Pumped Storage Unit Amount Per Start
Part 4
Pumped Storage - Despatch of Final Pumping Programs
Capability Payment
Part 5
Pumped Strata Adopting Spin Pump Mode and Start from Spin Pump
Mode
Unit Amount Per Mode Adoption Amount Per Hour Amount per Start
Part 6
Pumped Storage Trip De-Load and Re-Start
Unit Amount Per Trip Amount Per Re-Start Amount Per De-Load
Part 7
Payments for Emergency Mode Changes
* Note: applicable only to Gas Turbine Units.
Schedule H
Notices
NGC's address for service of Notices:
Generator's address for service of Notices:
Schedule I
Indexation Formulae
Schedule J
Definitions
"the Act" - the Electricity Act 1989;
"Active Power" - The product of voltage and the in-phase component
of alternating current measured in units of Watts and standard
multiples thereof i.e.
100 Watts = 1kW
1000kW = 1MW
1000 MW = 1GW
100 GW = 1TW;
'Affiliate" - in relation to NGC means any holding company or
subsidiary of NGC or any subsidiary of a holding company of NGC,
in each case within the meaning of Sections 736, 736A and 736B of
the Companies Act 1985 as substituted by Section 144 of the
Companies Act 1989 and if that section is not in force at the date
of this Agreement as if such latter section were in force at such
date;
"Agreement" - this agreement (including the Schedules) as amended,
extended, supplemented, novated or modified from time to time;
"Ancillary Services" - any or all of the following:
Reactive Power;
Reactive Power supplied by means of Synchronous;
Compensation;
Cancelled Start;
Hot Standby;
Primary Response;
Secondary Response;
Five Minute Reserve;
Frequency Response by means of Gas Turbine Unit Fast Start;
Frequency Response by means of a Pumped Storage Unit Fast
Start;
Frequency Response by means of a Fast Start from a Pumped
Storage Unit Spinning-in-Air;
Despatch of Pumped Storage Plant pumping programme;
Frequency Response by means of Load Reduction;
Black Start Capability;
such other ancillary services as the Parties may agree from
time to time;
"Ancillary Services Agreement" - an agreement between a User and
the Ancillary Services Provider for the payment by the Ancillary
Services Provider to that User in respect of the provision by such
User of Ancillary Services;
"Ancillary Services" - the business relating to Ancillary Services
carried on by the Ancillary Services Provider;
"Ancillary Services Provider" - the person who for the time being
and from time to time is required by the terms of a licence
granted under Section 6(1)(b) of the Act to contract for Ancillary
Services;
"Apparatus" - all equipment in which electrical conductors are
used, supported or of which they may form a part;
"Authorised Electricity Operator" - any person (other than NGC in
its capacity as operator of the NGC Transmission System) who is
authorised to generate, transmit or supply electricity;
"Authorised Recipient" - in relation to any Protected Information,
any Business Person who, before the Protected Information had been
divulged to him by NGC or any subsidiary of NGC had been informed
of the nature and effect of Clause 14 of this Agreement and who
requires access to such Protected Information for the proper
performance of his duties as a Business Person in the course of
Permitted Activities;
"Availability Declaration" - a statement of the availability for
generation of a Centrally Despatched Generating Unit submitted by
the Generator pursuant to the Grid Code;
"Black Start" - the procedure necessary for a recovery from a
Total Shutdown or Partial Shutdown;
"Black Start Capability" - an ability in respect of a Black Start
Station for at least one of its Generating Units to Start-Up from
Shutdown and to energise a part of the System and be Synchronised
to the System upon instruction from NGC within two hours without
an external electrical power supply;
"Black Start Station" - a Power Station which is registered
pursuant to a Supplemental Agreement as having a Black Start
Capability;
"British Grid Systems Agreement" - the agreement of that name made
or to be made between NGC, Scottish Hydro Electric PLC and
Scottish Power PLC inter alla regulating the relationship between
their respective grid systems;
"Bulk Supply Point" - any point of supply where Energy Metering
Equipment for the purposes of the bulk supply tariff is or would
have been located as more particularly defined in the Pooling and
Settlement Agreement;
"Business Day" - a week-day other than a Saturday on which banks
are open for domestic business in the City of London;
"Business Person" - any person who is a Main Business Person or a
Corporate Functions Person and "Business Personnel" shall be
construed accordingly;
"Cancellation Instruction" - an instruction issued by NGC
cancelling a previous instruction in the circumstances set out in
Clauses 5 or 6;
"Canceled Start" - a response by the Generator to a Cancellation
Instruction;
"Central Despatch" - the process of Scheduling and issuing direct
instructions by NGC referred to in paragraph 1 or Condition 7 of
the Transmission Licence;
"Centrally Despatched Generating Unit" - a Generating Unit within
a Generating Plant;
"Commercial Ancillary Services" - Ancillary Services other than
System Ancillary Services;
"Competent Authority" - the Secretary of State, the Director and
any local or national agency, authority, department, inspectorate,
minister, ministry, official or public or statutory person
(whether autonomous or not) of, or of the government of, the
United Kingdom or the European Community;
"Confidential Information" - all data and other information
supplied to the Generator by NGC under the provisions of this
Agreement;
"Connection Site" - each location more particularly described in
the relevant Supplemental Agreement at which the Generator's
Equipment and NGC Assets required to connect the Generator to the
NGC Transmission System are situated or at which the Generator's
Equipment is connected to a User System;
"Corporate Functions Person" - any person who:
(a) is a director of NGC; or
(b) is an employee of NGC or any of its subsidiaries
carrying out any administrative, finance or other corporate
services of any kind which in part relate to the Main Business; or
(c) is engaged as an agent of or adviser to or performs
work in relation to or services for the Main Business;
"Customer" - a person to whom electrical power is provided
(whether or not he is the same person as the person who provides
the electrical power);
"Decommission" - cessation of use by the Generator of the
Generator's Equipment at any given Connection Site for a
continuous period exceeding 12 months pursuant to the relevant
Supplemental Agreement;
"Deenergise" - the movement of any isolator breaker or switch or
the removal of any fuse whereby no Electricity can flow to or from
the relevant User System at a Connection Site through the
Generator's Equipment; ""Deenergised" shall be construed
accordingly;
"Demand" - the demand of MW and MV Ar of electricity;
"Derogation' - a direction issued by the Director or any provision
of any Supplemental Agreement, which in either case, relieves the
Generator from its obligation under the Generation Licence or
under the Master Connection Agreement to comply with such parts of
the Grid Code as may be specified in such direction or provision;
"Despatch" - the issue by NGC of instructions for Generating Plant
to achieve specific Active Power and Reactive Power levels or
target voltage levels within Generation Scheduling and Despatch
Parameters listed in the Grid Code SDC and by stated times;
"Desynchronisation" - the act of taking a Generating Unit off a
System to which it has been Synchronised, by opening any
connecting circuit breaker;
"Director" - the Director-General of Electricity Supply appointed
for the time being pursuant to Section 1 of the Act;
"Disconnect" - permanent physical disconnection of the Generator's
Equipment at any given Connection Site;
"Distribution Code" - the Distribution Code required to be drawn
up by each PES and approved by the Director, as from time to time
revised with the approval of the Director;
"Distribution System" - the system consisting (wholly or mainly)
of electric lines owned or operated by any Authorised Electricity
Operator and used for the distribution of electricity from Grid
Supply Points or Generating Units or other entry points to the
point of delivery to Customers or Authorised Electricity Operators
and includes any Remote Transmission Assets operated by such
Authorised Electricity Operator and any electrical plant and
meters owned or operated by the Authorised Electricity Operator in
connection with the distribution of electricity, but does not
include any part of the NGC Transmission System;
"Effective Date" - 31st March 1990;
"Electricity" - Active Energy and Reactive Energy;
"Embedded" - having a direct connection to a Distribution System
or the System of any other User to which Customers and/or Power
Stations are connected such connection being either a direct
connection or a connection via a busbar of another User or of NGC
(but with no other connection to the NGC Transmission System);
"Energy" or "Active Energy" - the electrical energy produced,
flowing or supplied by an electric circuit during a time interval,
being the integral with respect to time of the instantaneous
power, measured in units of Watt-hours or standard multiples
thereof i.e.
1000 Wh = 1 kWh
1000 kWh = 1 MWh
1000 MWh = 1GWh
1000 GWh = 1 TWh;
"Energy Metering Equipment" - meters instruments transformers
(both voltage and current), metering protection equipment
including alarms, circuitry and their associated data collection
outstations and wiring which are part of the Activity Energy or
Reactive Energy measuring equipment at or relating to a Site;
"External Interconnection" - Apparatus owned or operated by NGC
for the transmission of electricity to or from the NGC
Transmission System into or out of an External System;
"Externally Interconnected Party" - a person operating an External
System which is connected to the NGC Transmission System by an
External Interconnection;
"External System" - in relation to an Externally Interconnected
Party, the transmission or distribution system which it owns or
operates and any Apparatus or Plant which connects that system to
the External Interconnection and which is owned or operated by
such Externally Interconnected Party;
"FMS Date" - the date (which is expected to fall on or as soon as
is reasonably practicable after 31st October 1992) to be specified
by the Executive Committee (as defined in the Pooling and
Settlement Agreement) in agreement with the Grid Operator and the
Settlement System Administrator under the Pooling and Settlement
Agreement for the national implementation of the revised standards
specified by Codes of Practice in relation to the Energy Metering
Equipment of all Parties to the Pooling and Settlement Agreement;
"Fast Start" - a start by a Generating Unit with a Fast Start
Capability;
"Fast Start Capability" - the ability of a Generating Unit to be
Synchronised and Loaded to reach full Load within 5 minutes;
"Final Pumping Programme" - a programme submitted by NGC Pumped
Storage Business to NGC Operations not later than 2000 hours daily
indicating Demand of each Pumped Storage Unit (including intended
on and off times) over the period 2200 hours the same day to 0700
hours the following day or if the following day is not a Business
Day, 0800 hours, adjusted for the purposes of calculating payments
under this Agreement to take account of any Pumped Storage Plant
breakdown and any additional pumping required by NGC Pumped
Storage Business in accordance with the Grid Code during the Final
Pumping Programme Period;
"Final Pumping Programme Period" - in relation to Load Reduction
and/or despatch by NGC the period covered by the Final Pumping
Programme extended until whichever is the earlier of:
the time at which NGC Pumped Storage Business is next instructed
to generate; or
the time at which NGC Pumped Storage Business is next programmed
to generate; or the time of the start of the next Final Pumping
Programme;
"Five Minute Reserve" - in relation to a Generating Unit a
response which is fully available within five minutes from the
time of Frequency change or a Despatch instruction pursuant to the
Grid Code SDC3, and which is sustainable for a period of four
hours;
"Frequency" - the number of alternating current cycles per second
(expressed in Hertz) at which a System is running;
"Frequency Response" - a response by a Generating Unit to a change
in Frequency with the aim of containing System Frequency within
the limits provided for under the Grid Code;
"Frequency Sensitive Mode" - automatic incremental or decremental
generation response to contain initial System Frequency transient
together with a sustained generation response which is sufficient
to contain the System Frequency within the limits defined in the
Frequency Control Strategy as defined under the Grid Code;
"Frequency Sensitive Generation" - the operation of a Generating
Unit in Frequency Sensitive Mode;
"Fuel Security Code" - the document of that title designated as
such by the Secretary of State, as from time to time amended;
"Gas Turbine Unit" - a Generating Unit driven by a gas turbine,
(for instance by an aero engine);
"Generating Plant" - a Power Station subject to Central Despatch
including any Generating Unit therein;
"Generating Unit" - any Apparatus which produces electricity;
"Generation Business" - the authorised business of NGC or any
Affiliate or Related Undertaking in the generation of electricity
or the provision of Ancillary Services, in each case from Pumped
Storage Plant;
"Generation Licence" - the licence granted to the Generator
pursuant to Section 6(1)(a) of the Act;
"Generation Offer Prices" - the set of prices submitted by the
Generator in respect of each Centrally Despatched Generating Unit
under the Grid Code SDC;
"Generator's Equipment" - the Plant and Apparatus owned by the
Generator (ascertained in the absence of agreement to the contrary
by reference to the principles of ownership set out is the Master
Connection Agreement) which is connected to the NGC Transmission
System or to a Distribution System at any particular Connection
Site or which the Generator wishes so to connect;
"Genset Bid Price" - the meaning attributed to it in the Pool
Rules;
"Grid Code" - the Grid Code drown up pursuant to Condition 8 of
the Transmission Licence as from time to time revised in
accordance with Condition 8.2 of the Transmission Licence;
references in this Agreement to any specific provision or part of
the Grid Code shall be construed as references to such provision
or part as from time to time amended;
"Grid Code OC" - the Operating Codes of the Grid Code;
"Grid Code SDC" - the Scheduling and Despatch Codes of the Grid
Code;
"Grid Entry Point" - a point at which a Non-Embedded Generating
Unit connects to the NGC Transmission System;
"Grid Supply Point" - a point of supply from the NGC Transmission
System to PES's or to other Users with User Systems with Customers
connected to them or Non-Embedded Customers;
"Hot Standby" - in relation to a Steam Turbine Generating Plant a
condition of readiness to be able to Synchronise and attain an
instructed output in a specified timescale;
"Lagging" - in relation to Reactive Power exporting MV Ar;
"Leading" - in relation to Reactive Power importing MV Ar;
"Licence" - any one or more as appropriate of the Licences granted
pursuant to Section 6 of the Act;
"Load" - the Active or Reactive Power as the context requires
generated, transmitted or distributed;
"Loaded" - supplying electrical power to the system;
"Load Reduction" - interruption of Demand by means of Low
Frequency Relays;
"Low Frequency Relay" - an electrical measuring relay intended to
operate when its characteristic quantity (Frequency) reaches the
relay settings by decrease in Frequency;
"Main Business" - any business of NGC or any of its subsidiaries
as at the Effective Date or which it is required to carry on under
the Transmission Licence other than the Generation Business;
"Main Business Person" - any employee of NGC or any director or
employee of its subsidiaries who is engaged solely in the Main
Business and "Main Business Personnel" shall be construed
accordingly;
"Master Connection Agreement" - the agreement designated as the
Master Connection and Use of System Agreement made between all
Users of the NGC Transmission System and NGC for connection of
Plant and/or Apparatus and/or use of the NGC Transmission System,
and any amendment, extension, variation or modification of that
agreement;
"Mode Change" - in relation to a Pumped Storage Unit a change from
one operating condition to another;
"Modification" - any actual or proposed replacement, renovation,
modification, alteration or construction by or on behalf of either
Party to that Party's Plant or Apparatus or the manner of its
operation which has or may have a Material Effect on the other
Party for the purposes of the Master Connection Agreement at a
particular Connection Site;
"New Connection Site" - a proposed Connection Site in relation to
which there is no Supplemental Agreement in force between the
Parties;
"NGC Assets" - the Plant and Apparatus owned by NGC necessary to
connect the Generator's Equipment to the NGC Transmission System
at any particular Connection Site;
"NGC Pumped Storage Business" - the authorised business of NGC or
any Affiliate or Related Undertaking in the generation of
electricity or the provision of Ancillary Services from Pumped
Storage Plant;
"NGC Transmission System" - the System consisting (wholly or
mainly) of High Voltage electric lines owned or operated by NGC
and used for the transmission of electricity from one Power
Station to a sub-station or to another Power Station or between
sub-stations or to or from any External Interconnection and
includes any Plant and Apparatus and meters owned or operated by
NGC in connection with the transmission of electricity but does
not include any Remote Transmission Assets;
"Non-Embedded Customer" a Customer except for a PES receiving
electricity direct from the NGC Transmission System irrespective
of from whom it is supplied;
"Offered Availability" - the availability, expressed in MW less
the MW consumed by that Centrally Despatched Generating Unit
through the Centrally Despatched Generating Unit's unit
transformer when producing the same, of a Centrally Despatched
Generating Unit as set out in the relevant Availability
Declaration or revision thereof, which in the case of an Embedded
Centrally Despatched Generating Unit grossed up to represent MW
metered at the relevant Grid Supply Point using the conversion
factor supplied pursuant to the Grid Code SDC;
"Operational Metering Equipment" - meters, instrument transformers
(both voltage and current), transducers metering protection
equipment including alarms circuitry and their associated
outstations as may be necessary for the purposes of the Grid Code
CC 6.5.5 and the corresponding provision of the relevant
Distribution Code
"Part Loaded" - in relation to a Generating Unit, on load but not
running at Registered Capacity;
"Partial Shutdown" - the same as a Total Shutdown except that all
generation has ceased in a separate part of the Total System and
there is no supply from External Interconnections or other parts
of the Total System to that part of the Total System and,
therefore, that part of the Total System is shutdown, with the
result that it is not possible for that part of the Total System
to begin to function again without NGC's directions relating to a
Black Start;
"Party" - each person for the time being and from time to time a
party to this Agreement and any successor(s) in title to, or
permitted assign(s) of, such person;
"Permitted Activities" - activities carried on for the purposes of
the Main Business;
"PES" - a holder of a licence granted under Section 6(1)(c) of the
Act;
"Plant" - fixed and movable items used in the generation and/or
supply and/or transmission of electricity other than Apparatus;
"Pool Members" - the Founder Generators and Founder Suppliers and
any other person admitted to pool membership under the Pooling and
Settlement Agreement in each case until it shall have resigned
from pool membership or otherwise ceased to be a member in
accordance therewith;
"Pool Purchase Price" - the Pool Purchase Price for a Settlement
Period determined pursuant to the Pool Rules;
"Pool Rules" - the rules set out in Schedule 9 to the Pooling and
Settlement Agreement as amended, varied or substituted from time
to time in accordance with the terms of the Pooling and Settlement
Agreement;
"Pooling and Settlement Agreement" - the agreement of that title
for the time being approved (or to be approved) by the Secretary
of State or by the Director as from time to time amended;
"Power Station" - an installation comprising one or more
Generating Units (even where separately sited) owned or controlled
by the same Generator which may reasonably be considered as being
managed as one Power Station;
"Primary Response" - in relation to a Generating Unit the
automatic response to Frequency changes released increasingly with
time over the period 0 to 10 seconds from the time of Frequency
change and fully available by the latter and which is sustainable
for at least a further 20 seconds;
"Protected Information" - any information relating to the affairs
of a Party which is furnished by such Party to Business Personnel
pursuant to this Agreement unless prior to such information being
furnished, such Party has informed the recipient thereof by notice
in writing or by endorsement on such information, that the said
information is not to be regarded as Protected Information; and
any data and other information of a commercially confidential
nature relating to the details (including the financial details)
of this Agreement, the negotiations leading up to the making of
this Agreement and any other discussions or negotiations arising
during the term of this Agreement and relating thereto;
"Pumped Storage Plant" - the Dinorwig and/or Ffestiniog Generating
Plants owned by NGC;
"Pumped Storage Unit" - a Generating Unit within a Pumped Storage
Plant;
"Reactive Energy" - the integral with respect to time of the
Reactive Power;
"Reactive Power" - the product of voltage and current and the sine
of the phase angle between them measured in units of voltamperes
reactive and standard multiples thereof i.e. 1000 V Ar = 1 kVAr;
1000 kVAr = 1 MVAr;
"Reactive Power Test" - a test specified in the Grid Code OC5
carried out by the Generator on the instructions of NGC in order
to demonstrate that a Generating Unit meets the Reactive Power
capability required by the Grid Code;
"Registered Capacity" - the normal full load capacity of a
Generating Unit as declared by the Generator, less the MW consumed
by the Generating Unit through the Generating Unit's unit
transformer when producing the same;
"Related Undertaking" - in relation to NGC means any undertaking
in which NGC has a participating interest as defined by Section
260 of the Companies Act 1985 as substituted by Section 22 of the
Companies Act 1989 and if that section is not in force at the date
of this Agreement as if such section were in force at such date;
"Remote Transmission Assets" - any Plant and Apparatus or meters
owned by NGC which are (a) embedded in the Distribution System of
an Authorised Electricity Operator and are not directly connected
by lines and plant owned by NGC to a sub-station owned by NGC and
(b) are by agreement between NGC and such Authorised Electricity
Operator under the direction and control of such Authorised
Electricity Operator;
"Review Date" - 1st April 1993 and each successive third
anniversary of such date during the term of this Agreement but
construed subject to the provisions of Sub-Clauses 2.4 to 2.8 and
the expression "Relevant Review Date" shall be construed
accordingly;
"Schedule Day" - the period from 0500 hours in the Settlement Day
until 0500 hours in the next following Settlement Day;
"Second Tier Customer" - a person who is supplied with Electricity
by a Second Tier Supplier;
"Second Tier Supplier" - a holder of a Second Tier Supply Licence
granted under Section 6(2)(a) of the Act;
"Secondary Response" - in relation to a Generating Unit the
automatic response to Frequency changes which is fully available
by 30 seconds from the time of Frequency change to take over from
Primary Response and which is sustainable for at least a further
30 minutes;
"Secretary of State" - the same meaning as in the Act;
"Settlement Day" - the period from 0000 to 2400 hours each day;
"Settlement Period" - a period of 30 minutes ending on the hour
and half hour in each hour during the Schedule Day;
"Settlement System" - those assets, systems and procedures for the
calculation in accordance with the Pool Rules of payments which
become due thereunder, as modified from time to time;
"Settlement System Administrator" - the person appointed for the
time being or any replacement thereof from time to time pursuant
to the Pooling and Settlement Agreement to operate all or part of
the Settlement System;
"Shutdown" - the condition of a Generating Unit where the
generator rotor is at rest or on barring;
"Site" (i) a Grid Entry Point;
(ii) a Grid Supply Point or Bulk Supply Point;
(iii) the point of connection of a Generator which is
Embedded or of a Second Tier Supplier or of a Second Tier Customer
to a Distribution System or the NGC Transmission System;
(iv) the point of connection of two Distribution Systems; or
(v) the point of connection of an External Interconnection to
the NGC Transmission System;
"Spin Pump Mode" - in relation to a Pumped Storage Unit the
condition where the Pumped Storage Unit is rotating at Synchronous
Speed with the pump de-watered;
"Spinning in Air" - the condition where a Pumped Storage Unit is
rotating at Synchronous Speed with the turbine de-watered and is
programmed to generate automatically if System Frequency falls to
a designated level;
"Start-Up" - the action of bringing a Generating Unit from
Shutdown to Synchronous Speed;
"Start-up Price" - the start-up component of the Generation Offer
Prices;
"Supplemental Agreement" - an agreement to be entered into between
NGC and the Generator covering each Connection Site of the
Generator pursuant to the Master Connection Agreement and in the
form required by the Master Connection Agreement;
"Supplier" - a PES or a Second Tier Supplier;
"Synchronous Compensation" - the operation of rotating synchronous
Apparatus for the specific purpose of either the generation or
absorption of Reactive Power;
"Synchronised" - the condition where an incoming Generating Unit
or System is connected to the busbars of another System so that
the Frequencies and phase relationships of that Generating Unit or
the System, as the case may be, and the System to which it is
connected are identical; "Synchronise" and Sychronisation" shall
be construed accordingly;
"Synchronous Speed" - that speed required by a Generating Unit to
enable it to be synchronised to a System;
"System" - any User System or the NGC Transmission System as the
case may be;
"System Ancillary Services" - any or all of the following:
Reactive Power;
Primary Response;
Secondary Response;
Five Minute Reserve;
Frequency Response by means of Gas Turbine Unit Fast Start;
Frequency Response by means of Pumped Storage Unit Fast
Start;
Black Start Capability;
"Total Shutdown" - the situation existing when all generation has
ceased and there is no electricity supply from External
Interconnections and, therefore, the Total System has shutdown
with the result that it is not possible for the Total System to
begin to function again without NGC's directions relating to a
Black Start;
"Total System" - the NGC Transmission System and all User Systems
in England and Wales;
"Transfer Scheme" - the transfer scheme made by the Central
Electricity Generating Board established under Section 66 of the
Act or by the Secretary of State under Section 69 of the Act;
"Transmission Licence" - the Licence granted to NGC under Section
6(1)(b) of the Act;
"User" - any person using the NGC Transmission System;
"User System" any System owned or operated by a User comprising
Generating Units and/or Distribution Systems (and/or other systems
consisting (wholly or mainly) of electric liens which are owned or
operated by a person other than a PES) and Plant and/or Apparatus
connecting Generating Units, Distribution Systems (and/or other
systems consisting (wholly or mainly) of electric lines which are
owned or operated by a person other than a PES) or Non-Embedded
Customers to the NGC Transmission System or (except in the case of
Non-Embedded Customers) to the relevant other User Systems, as the
case may be, including any Remote Transmission Assets operated by
such User or other person and any Plant and/or Apparatus and
meters owned or operated by the User or other person in connection
with the distribution of electricity but does not include any part
of the NGC Transmission System.
Schedule K
Part 1
Canceled Starts
Generation Unit Period before Synchronisation
Part 2
Hot Standby
Generation Unit Value of H
DATED 1990
THE NATIONAL GRID COMPANY PLC
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at [ ]
INTERFACE AGREEMENT - CONTENTS
Clause
Title
Page
1 Definitions and Interpretation 1
2 Right to Retain Asset 12
3 Modifications, Replacments and Alterations 13
4 Security and Compliance with Statutes etc. 14
5 Relocations 17
6 Removals 19
7 Rights of Access 20
8 Services and Use of Assets 23
9 Payment 24
10 Non-Interference 25
11 Cable Tunnels 26
12 Dispute Resolution 27
13 Governing Law and Jurisdiction 30
14 Confidentiality 31
15 Title to Assets 37
16 Limitation of Liability 39
17 Intellectual Property 41
18 Force Majeure 42
19 Waiver 43
20 Notices 43
21 Variations 44
22 Overriding Provisions 44
23 Assignment and Sub-Contracting 45
24 Illegality and Partial Invalidity 45
25 Term and Termination 46
26 Registration and Memorandum 46
27 Entire Agreement 47
Schedule 1 Genco's Assets on NGC's Land
Schedule 2 Genco's Land
Schedule 3 NGC's Assets on Genco's Land
Schedule 4 NGC's Land
Schedule 5 Part I - Security Details
Part II - Plant MV LV Apparatus
Safety Co-ordination Procedures
Schedule 6 Common Assets
Schedule 7 Services
Schedule 8 Charges
Schedule 9 Addresses, Fax No's etc.
INTERFACE AGREEMENT
THIS DEED OF AGREEMENT is made on the date stated on the Cover
between the Parties stated thereon
WHEREAS
(A) Certain assets of NGC (including assets of third parties
used by NGC under arrangements with such third parties) are
situated on property title to which (by way of freehold or
leasehold) is vested in Genco;
(B) Certain assets of Genco (including assets of third parties
used by Genco under arrangements with such third parties)
are situated on property title to which (by way of freehold
or leasehold) is vested in NGC; and
(C) Certain assets and facilities of one party, whether situated
on that party's property or not, are required for use by
both parties in the carrying on of their respective
undertakings.
(D) This Agreement is entered into by the parties to give effect
to appropriate arrangements in respect of such assets and
the use of assets and facilities.
NOW IT IS HEREBY AGREED as follows:-
DEFINITIONS AND INTERPRETATION
In this Agreement, the following words and expressions
shall, unless the subject-matter or context otherwise
requires or is inconsistent therewith, bear the following
meanings:-
"the Act" the Electricity Act 1989;
"Asset" a Genco Asset or an NGC Asset (as the case may be);
"Affiliate" in relation to a Party means any holding company or
subsidiary of that Party or any subsidiary of a holding
company of that Party, in each case within the meaning of
Sections 736, 736A and 736B of the Companies Act 1985
as substituted by Section 144 of the Companies Act of 1989
and if that section is not in force at the date of this
Agreement as if such section were in force at such date;
"CEGB" the Central Electricity Generating Board;
"Common Asset" an asset specified in Schedule 6;
"Competent includes the Director and any local or national agency,
Authority" authority, department, inspectorate, minister, ministry,
official or public or statutory person (whether autonomous or not)
of, or to the government of, the United Kingdom or the European
Community;
"Connection the Master Connection and Use of System Agreement
Agreement" entered into by, among others, the Parties regarding, among
other things, the connection of Genco's Plant and Apparatus (as defined
therein) to the NGC Transmission System (as defined therein) and the use
by Genco of such system;
"Cover" the page of this Deed headed as such which
page shall form part of this Deed;
"Directive" includes any present or future
directive, requirement, instruction, direction or rule of any
Competent Authority, (but only, if not having the force of law,
if compliance with the Directive is in accordance with the general
practice ofpersons to whom the Directive is addressed)
and includes any modification, extension or replacement
thereof then in force;
"the Director" the Director General of Electricity
Supply appointed for the time being pursuant to Section 1(1) of the
Act by the Secretary of State;
"Electricity Genco's licence granted pursuant to
S.6(1)(a) of the Generating Act; Licence"
"Emergency in relation to a Party, all employees of
that Party who Personnel" have appropriate knowledge and
experience and are recognised by that Party as being able to
carry out competently and safely emergency action for
the purposes of clause 10;
"Force Majeure" in relation to a Party, any event or
circumstance which is beyond the reasonable control of that
Party, and which results in or causes the failure of that
Party to perform any of its obligations under this Agreement
including any act of God, strike, lockout or other
industrial disturbance, act of the public enemy, war declared or
undeclared, threat of war, terrorist act, blockade,
revolution, riot, insurrection, civil commotion, public
demonstration, sabotage, act of vandalism, lightning, fire,
storm, flood, earthquake, accumulation of snow or
ice, lack of water arising from weather or environmental problems of
explosion, fault or failure of plant and apparatus which
could not have been prevented by Good Industry Practice,
governmental restraint, Act of Parliament legislation, bye-law
and Directive (not being any order, regulation or directive under
Section 32, 33, 34 or 35 of the Act) Provided that lack of funds shall
not be interpreted as a cause beyond the reasonable control of that
Party;
"Genco's Assets" those assets listed in Schedule 1
(including any plinths
or other structures (excluding buildings) to
or upon which the same are affixed and to or
upon which no assets of any other person
are affixed and any straps, bolts or other such
things for attachment thereto) as any of the same may
be Modified pursuant to this
Agreement;
"Genco's Land" the land described in Schedule 2;
"Genco Radio all that telecommunications equipment owned
or
Equipment" operated by Genco and situated on NGC
Radio
Towers and Masts and listed in Schedule 1;
"Genco Radio those radio towers and masts owned by Genco
and
Towers and Masts" and not situated on NGC's Land but on
which NGC
Radio Equipment is situated;
"Good Industry the exercise of that degree of skill,
diligence,
Practice" prudence and foresight which would reasonably
and
ordinarily be expected from a skilled and
experienced
operator engaged in the same type of
undertaking
under the same or similar circumstances;
"Grantee" in any particular case the owner of the Asset
in question;
"Grantor" the owner of Grantor's land;
"Grantor's Land" Genco's Land and/or NGC's Land as the
context so
requires;
"the Grid Code" the document or documents produced
pursuant to the
NGC Transmission Licence, as from time to
time revised
in accordance with the NGC Transmission
Licence;
"High Voltage electric lines of a nominal voltage exceeding
132
Lines" kilovolts;
"HV" of a nominal voltage exceeding 650 volts;
"Intellectual patents, trademarks, service marks,
rights in designs,
Property" trade names, copyrights and topography rights
(whether
or not any of the same is registered and
including
applications for registration of any of the
same) and
rights under licences and consents in
relation to any
of the same and all rights or forms of
protection of a
similar nature or having equivalent or
similar effect to
any of the same which may subsist anywhere in
the
world;
"Interconnectors" the electric lines, electrical plant and
meters owned
or operated by NGC for the transmission of
electricity
into or out of transmission systems in France
or
Scotland;
"Modification" in relation to an Asset, any alteration to or
replacement
of such Asset pursuant to clause 3.1 of this
Agreement
and "Modify" and "Modified" shall be
construed
accordingly;
"NGC's Assets" those assets listed in Schedule 3 (including
any plinths
or other structures (excluding buildings) to
or upon
which the same are affixed and to or upon
which no
assets of any other person are affixed and
any straps,
bolts or other such things for attachment
thereto) as
any of the same may be Modified pursuant to
this
Agreement;
"NGC's Land" the land described in Schedule 4;
"NGC Radio all that telecommunications equipment
owned or
Equipment operated by NGC and situated from time to
time on
Genco Radio Towers and Masts as listed in
Schedule 3.
"NGC Radio those radio towers and masts owned by
NGC and not
Towers and Masts" situated on Genco's Land but on which
Genco Radio
equipment is situated;
"NGC NGC's licence granted pursuant to
Section 6(1)(b)
Transmission of the Act;
Licence"
"Party" each person for the time being and from time
to time
part to this Agreement and any successor(s)
in title
to, or permitted assign(s) of, such person;
"Permitted in relation to a Right of Access, the
purpose specified
Purpose" in the clause granting such Right of Access;
"Providing Party" in the context of clause 8, a Party in
whom title to a
Common Asset is vested;
"Recipient" in the context of clause 8, the Party
which is the
recipient of the Services;
"Relocation a proposal by the Grantor to the Grantee
pursuant to
Proposal" sub-clause 5.1 for the relocation of any of
the Grantee's
Assets;
"Right of Access" full right and liberty during the
currency of this Agreement
to enter upon and through and remain upon any
part of
the Grantor's Land to the extent necessary
for a Permitted
Purpose and subject to the provisions of
clause 7;
"Services" in the context of clause 8, the goods
and services
specified in Schedule 7;
"Supplemental an agreement entered into between the Parties
in
Connection substantially the form set out in the
appropriate
Agreement" schedule to the Connection Agreement;
"Supplier" in the context of clause 8, the Party
which is the provider
of Services to the Recipient;
"Transfer Scheme" the scheme of that name made pursuant to
the Act; and
"Using Party" in relation to a Common Asset, the Party
(not being the
Providing Party) which uses that Asset.
In this Agreement:-
(i) unless the context otherwise requires all references to a
particular clause, sub-clause, paragraph or Schedule shall
be a reference to that clause, sub-clause, paragraph or
Schedule in or to this Agreement;
(ii) the table of contents and headings are inserted for
convenience only and shall be ignored in construing this
Agreement;
(iii) references to the words "include" or "including" are to
be construed without limitation to the generality of the
preceding words;
(iv) unless there is something in the subject matter or the
context which is inconsistent therewith, any reference to an
Act of Parliament or any Section thereof or Schedule
thereto, or other provision thereof or any instrument, order
or regulation made thereunder shall be construed at the
particular time as including a reference to any
modification, extension, replacement or reenactment thereof
then in force and to all instruments, orders or regulations
then in force and made under or deriving validity from the
relevant Act of Parliament; and
(v) references to the masculine shall include the feminine and
references in the singular shall include the plural and vice
versa and words denoting natural persons shall include
companies, corporations and any other legal entity and vice
versa.
RIGHT TO RETAIN ASSET
Subject to sub-clause 5.1, NGC hereby grants to Genco the right
to retain and replace as provided in this Agreement Genco's
Assets on NGC's Land in such places as they are currently
situated and such right shall extend to any Modified Genco Asset.
NGC shall maintain any shelter and/or support enjoyed by an such
Asset at the date of this Agreement or, if later, when relocated
on NGC's Land in accordance with clause 5 and shall further
maintain in good condition any NGC Radio Towers and Masts to
which Genco Radio Equipment is attached or by which it is
supported and grants to Genco a Right of Access for the purpose
of the maintenance, inspection, testing, removal, operation,
Modification or repair of any of Genco's Assets. For the purpose
of carrying out the said maintenance of the NGC Radio Towers and
Masts NGC may upon the expiry of reasonable prior notice to Genco
take any steps reasonably necessary in respect of Genco's Radio
Equipment to enable such maintenance work to be carried out.
Subject to sub-clause 5.1, Genco hereby grants to NGC the right
to retain and replace as provided in this Agreement NGC's Assets
on Genco's Land in such places as they are currently situated and
such right shall extend to any Modified NGC Asset. Genco shall
maintain any shelter and/or support enjoyed by any such Asset at
the date of this Agreement or, if later, when relocated on
Genco's Land in accordance with clause 5 and shall further
maintain in good condition any Genco Radio Towers and Masts to
which NGC Radio Equipment is attached or by which it is supported
and grants to NGC a Right of Access for the purpose of the
maintenance, inspection, testing, removal, operation,
Modification or repair of any of NGC's Assets. For the purpose
of carrying out the said maintenance of the Genco Radio Towers
and Masts Genco may upon the expiry of reasonable prior notice to
NGC take any steps reasonably necessary in respect of NGC's Radio
Equipment to enable such maintenance work to be carried out.
MODIFICATIONS REPLACEMENTS AND ALTERATIONS
A Party may at its own expense replace or alter any of its Assets
provided that:-
the replacement Asset or the Asset as so altered:-
(i) is placed in the same or approximately the same position;
(ii) fulfills the same or a similar purpose;
(iii) can, where relevant, be accommodated in and on existing
buildings
or structures;
(iv) does not require additional or improved facilities or
services from
the Grantor;
(v) does not restrict the actual and intended use of the
Grantor's Land
and any equipment thereon or therein to any materially
greater
extent than the Asset so replaced or altered; and
(vi) is either of the same or a similar or smaller size or the
alteration is
effected substantially within the space occupied by such
Asset to
enable the Asset to be used up to its full capability; and
prior written notification has been given to the Grantor.
If any replacement or alteration permitted by clause 3.1 shall
require minor alterations or works to the existing buildings or
structures housing or supporting the Asset in question, such
alterations or works may be carried out (with the prior written
approval of the Grantor (such approval not to be unreasonably
withheld or delayed)) but at the cost of the Grantee.
To the extent that any of the conditions of clause 3.1 are not
met in relation to any replacement or alteration, the Grantor may
by notice in writing require the Grantee promptly to remove such
replacement or alteration and, if the Grantee fails to do so, may
remove the same itself at the cost and expense of the Grantee.
On such removal, the Grantee may reinstate the Asset so replaced
or altered.
The Grantee shall, if considering moving, replacing, or altering
any of the Grantee's Assets, give due consideration as to whether
it shall be operationally practicable, desirable and reasonably
economic to move such Asset to (or place the replacement or
altered Asset on) its own property.
SECURITY AND COMPLIANCE WITH STATUTES etc.
Each party undertakes to maintain and provide security in
relation to the other Party's Assets in accordance with the
arrangements set out in Part I of Schedule 5.
Each party shall procure that, as between the Parties, all
reasonable and necessary steps are taken, as and when necessary
or desirable, in cooperation with the other (and, so far as
applicable, with any third party), to ensure compliance with the
provisions (each such provision or part thereof being in this
clause 4 an "Obligation") of:-
(i) all statutes and Directives applicable to any Asset and/or
any part
(including the whole) of Genco's Land and/or NGC's Land;
(ii) any statue or Directive which may affect any other property
(of
whatever nature) of either Party as a result of the
existence,
nature, location, or manner of operation of any Asset; and
(iii) any statute or Directive requiring the reporting of any
occurrence
relating to or affecting any Asset and/or Genco's Land
and/or
NGC's Land (including the Reporting of Injuries Diseases and
Dangerous Occurrence Regulations 1985 and the Electricity
Supply Regulations 1988).
Each Party shall, so far as it is aware of the same, unless it
has reasonable grounds for believing that the other Party
possesses the information, keep the other Party informed of all
matters relating to any Obligation or potential Obligation and/or
the extent to which such Obligation may be applicable.
In the event of any dispute as to responsibility, as between the
Parties, pursuant to clause 4.2, for compliance with an
Obligation, that responsibility shall be allocated, so far as
practicable, on the basis that:-
(i) each Party shall refrain from taking or permitting any act
or
omission which would prevent compliance with an Obligation;
and
(ii) positive action required in relation to a Party's property
as a
consequence of the existence, nature, location or manner of
operation of that property or any other property of that
Party
shall be the responsibility of that Party, and, to the
extent that
such action is required in respect of or affecting any
property
of the other Party (or property of a third party located in
or on
that other Party's Land), such action may be taken with the
prior approval of that other Party (such approval, subject
to
(i) above, not to be unreasonably withheld or delayed).
The provisions for safety coordination between the Parties
contained in Part II of Schedule 5 shall apply.
RELOCATIONS
At any time and from time to time during the term of this
Agreement, the Grantor may with the prior written consent of the
Grantee (such consent not be unreasonably withheld or delayed)
require the Grantee to relocate any of the Grantee's Assets
either to a different location on the Grantor's Land or to the
Grantee's or a third party's land, such consent to be sought and
given or refused in accordance with the following procedure:-
The Grantor shall serve a written notice on the Grantee, which
notice shall specify:-
(a) the Grantee's Assets which the Grantor wishes to be
relocated;
(b) the reasons for such wish;
(c) the proposed new location for such Assets; and
(d) the timing of the carrying out of such relocation.
The Grantee shall within one month of receipt of any such notice
(or such longer period as shall be reasonably necessary) serve a
counter notice stating:-
(a) whether or not in its reasonable opinion such Relocation
Proposal is
acceptable to it;
(b) if the Relocation Proposal is not acceptable to the Grantee,
the grounds
for such opinion and the terms of any alternative proposal
(the
"Alternative Relocation Proposal") covering so far as
relevant the
matters referred to in items (a) - (d) of clause 5.1.1 which
would be
acceptable to the Grantee; and
(c) in respect of the Relocation Proposal (if accepted) or of
any Alternative
Relocation Proposal, the costs likely to be incurred in
connection with
considering the Relocation Proposal or the Alternative
Relocation Proposal
and effecting the said relocation of the Assets and the
proper and
reasonable costs of relocating any other equipment that may
be necessary
as a result of the relocation of those Assets and any
consequential losses
including payments to third parties incurred as a result of
the relocation
of those Assets and the proposed manner and timing of
payment of the
same by the Grantor.
If within one month of the date of such counter notice (or such
longer period as shall be reasonably necessary) the Grantor has
not withdrawn the Relocation Proposal and the Parties have not
agreed upon it or the Alternative Relocation Proposal (if any) or
a variation of either of them (such agreement to include
agreement on the costs referred to in item (c) of clause 5.1.2)
the matter shall be dealt with in accordance with Clause 12.
Upon approval or settlement of any Relocation Proposal,
Alternative Relocation Proposal or variation thereof pursuant to
clause 5.1, the Grantee shall relocate or procure the relocation
of the relevant Assets as quickly as reasonably practicable
(having regard to, amongst other things, technical and
operational requirements and to its obtaining all necessary
licences and consents).
The Grantor shall pay to the Grantee all costs referred to in
item (c) of clause 5.1.2 as agreed or settled pursuant to clause
5.1 provided that all reasonable endeavours are used to minimise
such costs and in the event that a Relocation Proposal is
withdrawn or consent thereto is reasonably withheld pursuant to
clause 5.1, the Grantor shall pay to the Grantee all costs
reasonably incurred by the Grantee in connection with considering
the Relocation Proposal and any counter notice.
Such of the provisions of this Agreement as are appropriate and
relevant (including the provisions of this clause 5), shall
continue to apply to any relocated Assets.
REMOVALS
Whenever any of NGC's Assets shall become unusable for the
purpose for which it was designed or shall not have been used for
a continuous period of at least twelve months, Genco may, by
notice in writing to NGC, require NGC to remove such Asset, at
NGC's expense, from Genco's Land as quickly as practicable and in
any event before the first anniversary ("the Removal Date") of
the date of service of such notice unless:-
(i) Genco shall within the thirty days following service of such
notice have
been reasonably satisfied that the Asset will be used by NGC
before the
Removal Date, (or such later date as NGC shall propose as is
reasonable
in all the circumstances including the plans of either Party
for subsequent
use of the Asset in question or the space occupied by such
Asset); and
(ii) the Asset is so used.
In the event that there shall cease to be any Supplemental
Connection Agreement relating to any of Genco's Assets on NGC's
Land Genco shall remove all of Genco's Assets from NGC's Land as
quickly as practicable and in any event within the period
provided in the Connection Agreement.
In the event that there shall be a Disconnection (as defined in
the Connection Agreement) of all Plant and Apparatus (as so
defined) of Genco on NGC's Land then NGC will within 24 months of
the date of notice of intended Disconnection remove from Genco's
Land all of NGC's Assets not falling within the definition "NGC
Assets" under the Connection Agreement and Genco shall pay to NGC
one half of the costs reasonably incurred by NGC in so doing.
Provided that where NGC's Land comprises two (or more) separate
parcels of land and it is operationally necessary for the
purposes of the business carried on by NGC on NGC's land for NGC
to retain any of NGC's Assets on Genco's Land notwithstanding the
Disconnection then in respect of such of NGC's Assets aforesaid
NGC shall not be under the obligation to remove them from Genco's
Land until NGC no longer has any operational necessity to retain
such Assets (or any of them) on NGC's Land Provided further that
the provisions of Clause 5 hereof shall continue to apply to such
of NGC's Assets as remain on Genco's Land.
6.4 Where the Grantee is obliged to remove any of its Assets
from the Grantor's
Land, whether under this Clause 6 or otherwise, and fails to
do so in
accordance with the relevant provisions, the Grantor shall
be entitled to
remove the Asset to land of the Grantee and the Grantee
shall provide all
reasonable assistance to enable the Grantor safely so to do
and shall
pay and reimburse to the Grantor all costs and expenses (or
one half
of such costs where the obligation to remove such Assets
arose pursuant
to sub-clause 6.3) reasonably incurred by the Grantor in so
doing.
RIGHTS OF ACCESS
A Right of Access includes the right to bring on to the Grantor's
Land such vehicles, plant, machinery and maintenance or
construction materials as shall be reasonably necessary for the
Permitted Purpose.
A Right of Access given to the Grantee may be exercised by any
person, including third party contractors, reasonably nominated
from time to time by the Grantee. To the extent (if any) that
any particular authorisation or clearances may be required to be
given by the Grantor and the procedures for giving and obtaining
the same are not for the time being stipulated in arrangements
made pursuant to clause 7.3, the same shall be given within a
reasonable time from the date of the request therfor, save in the
case of emergency in which case it shall be given without delay.
The Parties shall procure that all reasonable arrangements and
provisions are made and/or revised from time to time, as and when
necessary or desirable, to facilitate the safe exercise of any
Right of Access with the minimum of disruption, disturbance or
inconvenience to both Parties. Such arrangements and provisions
may, to the extent that the same is reasonable, limit or restrict
the exercise of the Right of Access and/or provide for one Party
to make directions or regulations from time to time in relation
to a specified matter. Matters to be covered by such
arrangements and/or provision include:-
(i) the identification of any relevant Assets;
(ii) the particular access routes applicable to the land in
question
having particular regard for the weight and size limits on
those
routes;
(iii) any limitations on times of exercise of a Right of
Access;
(iv) any requirements as to prior notification and as to
authorisation
or security clearance of individuals exercising such Rights
of
Access, and procedures for obtaining the same;
(v) the means of communication to the other Party and all
employees
and/or contractors who may be authorised from time to time
by
that Party to exercise a Right of Access of any relevant
directions
or regulations made by one Party;
(vi) the identification of and arrangements applicable to
Emergency
Personnel.
Each Party shall procure that any such arrangements and/or
provisions (or directions or regulations issued pursuant thereto)
made from time to time between the Parties shall be observed and
performed by it and all persons authorised by it to exercise any
Right of Access.
.1 The Grantee shall procure that all reasonable steps are
taken in the exercise of
any Right of Access to:-
(a) avoid or minimise damage to the Grantor's Land, or any
other
property thereon or therein;
(b) cause as little disturbance and inconvenience as
possible to
the Grantor or other occupier of the Grantor's Land.
And shall promptly make good any damage caused to the
Grantor's Land and/or
such other property in the course of the exercise of such
rights and shall
indemnify the other Party against all actions, claims,
proceedings, losses, costs
and demands arising out of such exercise.
7.4.2 Subject to clause 7.4.1, all such rights shall be
exerciseable free of any charge
or payment of any kind.
Subject to any contrary arrangements for the time being made
under clause 7.3,
a Right of Access for operation or inspection shall be
available without prior notice;
a Right of Access for the purpose of maintenance, testing or
repair of HV apparatus granted in respect of land on which
exposed HV conductors are sited shall only be
exercisable on the giving of at least seven days prior
written notice to the Grantor except in the case of loss of
generation or other emergency (in which event the Grantor
shall render all possible assistance in procuring that the
Right of Access shall be exercisable as soon as possible);
and
a Right of Access for the purpose of Modifying any Asset
shall be exercisable only after two weeks prior written
notice to the Grantor.
SERVICES AND USE OF ASSETS
Subject as hereinafter provided, in relation to each Common
Asset, the Providing Party shall, if required by the Using Party,
make the Common Asset in question available for continued use by
the Using Party to at least the same extent as it was available
for use by the Using Party immediately prior to the date of this
Agreement.
Subject as hereinafter provided, in relation to each Service, the
Supplier shall, if required by the Recipient, continue to provide
the same to the Recipient. Such provision shall be of such a
quality and quantity and shall be provided at such times as the
Recipient shall reasonably request. The Supplier shall not be
required to exceed the level of quality or quantity of the
Service normally provided prior to the date of this Agreement,
unless specifically agreed otherwise between the Parties.
Where the use of any Common Asset is made available or such
Service is supplied as aforesaid, the Parties shall procure that
all reasonable arrangements and provisions are made and/or
revised from time to time, as and when necessary or desirable
between the local personnel employed by each of them in that
regard, such arrangements to include:-
the identification of the Common Assets and/or Services in
question including (where relevant) the extent of their
availability;
the hours during which such use or provision shall be
allowed or made;
any requirements as to notification of use or call for
supply or temporary
suspension thereof;
any requirements as to authorisation or security clearance
of individuals and the procedures for obtaining the same;
any safe requirements;
administration of payment arrangements; and
8.3.7 in the case of helicopter landing facilities
arrangements as to the particular areas of Genco's Land to
be available for the purpose.
The provision of use of the Common Assets listed in Schedule
6, Part one and the supply of the Services listed in Schedule
7, Part One shall not be terminated unless the Providing
Party ceases to require the Common Asset or Service for its
own use in which case the supply of the Service or use of
the Common Asset may be terminated by not less than one year's
notice in writing;
The provision of use of the Common Assets listed in Schedule
6, Part Two and the supply of the Services listed in Schedule
7, Part Two shall continue until terminated by not less than
one year's notice in writing by either Party.
Each party shall maintain any Common Asset owned by that Party in
accordance with Good Industry Practice.
PAYMENT
The Parties agree that the provision of the use of Common Assets
shall be free of charge.
The Recipient agrees to pay the Supplier the fees for the
provision of the Services calculated and payable in accordance
with the relevant provisions of Schedule 8.
The Recipient shall maintain all its relevant assets in such
repair and condition that the level of services provided does not
substantially increase as a result of the lack of repair or
condition of the relevant assets.
Each Party shall pay to the other a fee for that other's
maintenance costs in respect of that other's Radio Towers and
Masts such fee to be paid annually and calculated in accordance
with the relevant provisions of Schedule 8.
Any sums payable under this Agreement shall be payable together
with any Value Added Tax chargeable on the same. Any costs,
expenses or other sums to be repaired or reimbursed to a Party
under this Agreement shall include any Value Added Tax paid by
that Party in relation to such sums to the extent that no credit
is available in respect thereof under Section 15 of the Value
Added Tax Act 1983.
If either Party fails to pay on the due date any amount properly
due under this Agreement such Party shall pay to the other
interest on such overdue amount from and including the date of
such failure to (but excluding) the date of actual payment (as
well after as before Judgment) at the rate of 4% over Barclays
Bank PLC base rate for the time being and from time to time.
Interest shall accrue from day to day.
NON-INTERFERENCE
Each Party agrees that neither it nor its agents, employees and
invitees will interfere in any way with any of the other Party's
Assets without the consent of that other. For the purposes of
this clause "interfere" shall include:-
disconnect or alter the connection of any Asset to any
system of cables, foundations, pipes, drains or other media to
which it may be connected from time to time or to prevent
supply of any substance or thing through such connected
system;
affix or remove any item or substance of any nature
whatsoever to or from any Asset;
damage any Asset;
allowing any other person to interfere with any Asset;
alter any meters or settings on any Asset; and
the obstruction of access to any Asset.
The obligations contained in this clause 10 shall be suspended to
the extent that emergency action is taken by Emergency Personnel
in good faith to protect the health and safety of persons or to
prevent damage to property. All reasonable care shall be taken
in the course of such emergency action. When the emergency has
ended, any damaged property will be reinstated by the Party whose
Asset gave rise to the emergency, save for damage occurring by
reason of lack of reasonable care in the course of the emergency
action which shall be the responsibility of the Party taking the
emergency action.
CABLE TUNNELS
Any cable tunnels situated under land owned by either Party to
this Agreement shall be kept fully maintained and repaired on the
following basis:
in the case of cable tunnels containing the HV cables of one
Party only from time to time, maintenance of the whole tunnel
shall be the responsibility of that Party;
in the case of cable tunnels containing HV cables of more
than one Party, maintenance of the whole tunnel shall be the
responsibility of the Party with the majority in number of
such cables for the time being and the cost of such
maintenance shall be apportioned between the Parties
according to level of use;
in the case of cable tunnels containing solely cables other
than HV cables maintenance shall be the responsibility of
the Party with the majority in number of such cables for the
time being and the cost of maintenance shall be apportioned
between the Parties according to level of use;
where any part of any cable tunnel lies on or under land of
a Party not responsible in accordance with the above
provisions for the maintenance thereof that Party grants to the
responsible Party a Right of Access for all purposes necessary
to discharge its obligations under this clause 11 and shall give
all reasonable cooperation and assistance to the responsible
Party as may be requisite for the proper discharge by the
responsible Party of its obligations under this clause.
In relation to clauses 11.2 and 11.3 if neither Party has a
majority of the HV or other cables (as the case may be)
responsibility for maintenance of the tunnel shall rest with the
owner of the tunnel.
DISPUTE RESOLUTION
Any dispute arising under this Agreement between location
managers of the Parties shall, if not resolved within 14 days of
first arising, be referred at the instance of either party to the
respective Line Managers, or those fulfilling a similar function
whether or not so called, of NGC and Genco who shall use all
reasonable endeavours to resolve the matter in dispute within one
month.
Save where expressly stated in this Agreement to the contrary and
subject to any contrary provision of the Act, any Licence, or the
Regulations, or the rights, powers, duties and obligations of the
Director or the Secretary of State under the Act, any Licence or
otherwise howsoever, any dispute or difference of whatever nature
howsoever arising under out of or in connection with this
Agreement between the Parties shall be and is hereby referred to
arbitration pursuant to the arbitration rules of the Electricity
Supply Industry Arbitration Association in force from time to
time.
Whatever the nationality residence or domicile of any Party and
wherever the dispute or difference or any part thereof arose the
law of England shall be the proper law of any reference to
arbitration hereunder and in particular (but not so as to
derogate from the generality of the foregoing) the provisions of
the Arbitration Acts 1950 (notwithstanding anything in Section 34
thereof) to 1979 (including any modification, extension,
replacement or reenactment thereof for the time being in force)
shall apply to any such arbitration wherever the same or any part
of it shall be conducted.
Subject always to sub-clause 12.5 below, if any tariff customer
(as defined in Section 22(4) of the Electricity Act 1989) brings
any legal proceedings in any court (as defined in the Rules of
the Supreme Court 1965 and in the County Courts Act 1984) against
one or more parties, any of which is a Party ("the Defendant
Contracting Party") and the Defendant Contracting Party wishes to
make a Third Party Claim (as defined in sub-clause 12.5 below)
against the other Party ("the Other Party") which would but for
this sub-clause have been a dispute or difference referred to
arbitration by virtue of sub-clause 12.3 above then,
notwithstanding the provisions of sub-clause 12.3 above which
shall not apply and in lieu of arbitration, the court in which
the legal proceedings have been commenced shall hear and
completely determine and adjudicate upon the legal proceedings
and the third party claim not only between the tariff customer
and the Defendant Party but also between either or both of them
and the Other Party whether by way of third party proceedings
(pursuant to the Rules of the Supreme Court 1965 or the County
Court Rules 1981) or otherwise as may be ordered by the Court.
For the purposes of this clause Third Party Claim shall mean:-
any claim by a Defendant Party against the Other Party
(whether or not already a party to the legal proceedings) for
any contribution or indemnity; or
any claim by a Defendant Contracting Party against the Other
Party for any relief or remedy relating to or connected with
the subject matter of the legal roceedings and substantially
the same as some relief or remedy claim by the tariff
customer; or
any requirement by a Defendant Party that any question or
issue relating to or connected with the subject matter of the
legal proceedings should be determined not only as between the
tariff customer and the Defendant Contracting Party but also
as between either or both of them and the Other Party (whether or
not already a party to the legal proceedings).
Sub-Clause 12.4 above shall apply only if at the time the legal
proceedings are commenced no arbitration has been commenced
between the Defendant Contracting Party and the Other Party
raising or involving the same or substantially the same issues as
would be raised by or involved in the third party claim. The
tribunal in any arbitration which has been commenced prior to the
commencement of legal proceedings shall determine the question,
in the event of dispute, whether the issues raised or involved
are the same or substantially the same.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in all respects
in accordance with English law.
Subject and without prejudice to clause 12 and to clause 13.4 the
Parties irrevocably agree that the courts of England are to have
exclusive jurisdiction to settle any dispute which may arise out
of or in connection with this Agreement and that accordingly any
suit, action or proceeding (together in this clause 13 referred
to as "Proceedings") arising out of or in connection with this
Agreement may be brought in such courts.
Each party irrevocably waives any objection which it may have now
or hereafter to the laying of the venue of any Proceedings in any
such court as is referred to in this clause 13 and any claim that
any such Proceedings have been brought in an inconvenient forum
and further irrevocably agrees that a judgment in any Proceedings
brought in the English courts shall be conclusive and binding
upon such Party and may be enforced in the courts of any other
jurisdiction.
For the avoidance of doubt nothing contained in the foregoing
provisions of this clause 13 shall be taken as permitting a Party
to commence Proceedings in the courts where this Agreement
otherwise provides for proceedings to be referred to arbitration.
CONFIDENTIALITY
For the purposes of this Clause 14 except where the context
otherwise requires:-
"Authorised Recipient", in relation to any Protected
Information, means any Business Person who, before the
Protected Information had been divulged to him by NGC or any
subsidiary of NGC, had been informed of the nature and
effect of this clause 14 and who requires access to such
Protected Information for the proper performance of his duties
as a Business Person in the course of Permitted Activities;
"Business Person" means any person who is a Main Business
Person, or a Corporate Functions Person and "Business
Personnel" shall be construed accordingly.
"Confidential Information" means all data and other
information supplied to Genco under the provisions of this
Agreement.
"Corporate Functions Person" means any person who:-
is a director of NGC; or
is an employee of NGC or any of its subsidiaries carrying
out any administrative, finance or other corporate services of
any kind which in part relate to the Main Business; or
is engaged as an agent of or adviser to or performs work in
relation to or services for the Main Business and the
Generation Business;
"Generation Business" has the same meaning as in the NGC
Transmission Licence;
"Main Business" means any business of NGC or any of its
associates other than the Generation Business;
"Main Business Person" means any employee of NGC or any
director or employee of its subsidiaries who is engaged solely
in the Main Business and "Main Business Personnel" shall be
construed accordingly;
"Permitted Activities" means activities carried on for the
purposes of the Main Business;
"Protected Information" means an information relating to the
affairs of a Party which is furnished to Business Personnel
pursuant to this Agreement unless, prior to such information
being furnished, such Party has informed the recipient
thereof by notice in writing or by endorsement on such
information, that the said information is not to be regarded
as Protected Information.
Confidentiality for NGC and its Subsidiaries
NGC and its subsidiaries in each of their capacities in this
Agreement shall secure that Protected Information is not:-
divulged by Business Personnel to any person unless that
person is an Authorised Recipient;
used by Business Personnel for the purposes of obtaining for
NGC or any of its subsidiaries or for any other person:-
any electricity licence; or
any right to purchase or otherwise require, or to
distribute, electricity including by means of an
electricity purchase contract (as defined in the NGC
Transmission Licence); or
any contract or arrangement for the supply of
electricity to customers or suppliers; or
any contract for the use of any electrical lines or
electrical plant belonging to or under the control
of a supplier; and
used by Business Personnel for the purpose of carrying
on any activities other than Permitted Activities;
except with the consent in writing of the Party to whose affairs
such Protected Information relates.
Nothing in this Clause 14 shall apply:-
to any Protected Information which, before it is furnished
to Business Personnel is in the public domain;
to any Protected Information which, after it is furnished to
Business Personnel:-
is acquired by NGC or any subsidiary of NGC in
circumstances in which this Clause 14 does not
apply; or
is acquired by NGC or any subsidiary of NGC in
circumstances in which this Clause 14 does apply and
thereafter ceases to be subject to the
restrictions imposed by this Clause 14; or
enters the public domain otherwise than as a result of
a breach by NGC or any subsidiary of NGC of its obligations
in this Clause 14; or
to the disclosure of any Protected Information to any person
if NGC or any subsidiary is required or permitted to make such
disclosure to such person:-
in compliance with the duties of NGC or any associate
under the Act or any other requirement of a
Competent Authority; or
in compliance with the conditions of the NGC
Transmission Licence or any document referred to in
the NGC Trans-mission Licence with which NGC is
required to comply; or
in compliance with any other requirement of law; or
in response to a requirement of any recognised stock
exchange or regulatory authority or the Panel
on Take-overs and Mergers; or
pursuant to the Arbitration Rules for the Electricity
Supply Industry Arbitration Association or
pursuant to any judicial or other arbitral process
or tribunal; or
to any Protected Information to the extent that NGC or any
of its subsidiaries is expressly permitted or required to
disclose that information under the terms of any agreement
or arrangement (including the Grid Code and the Fuel Security
Code) with the Party to whose affairs such Protected
Information relates.
NGC and its subsidiaries may use all and any information or data
supplied to or acquired by it, from or in relation to the other
Party to this Agreement in performing Permitted Activities
including for the following purposes:-
the operation and planning of the NGC Transmission System;
the calculation of charges and preparation of offers of
terms for connection to or use of the NGC Transmission System;
the operation and planning of the Ancillary Services
Business (as defined in the NGC Transmission Licence) and the
calculation of charges therefor;
the operation of the Settlements Business (as defined in the
NGC Transmission Licence);
the provision of information under the British Grid Systems
Agreement and the EdF Protocol;
and may pass the same to subsidiaries of NGC which carry out such
activities and the Parties hereto agree to provide all
information to NGC and its subsidiaries for such purposes.
NGC undertake that, having regard to the activities in which any
Business Person is engaged and the nature and effective life of
the Protected Information divulged to him by virtue of such
activities, neither NGC nor any of its subsidiaries shall
unreasonably continue (taking into account any industrial
relations concerns reasonably held by it) to divulge Protected
Information or permit Protected Information to be divulged to any
Business Person who has notified NGC or the relevant subsidiary
of his intention to become engaged as an employee or agent of any
other person (other than of NGC or any subsidiary thereof) who is
authorised by licence or exemption to generate, transmit or
supply electricity, or who is to be transferred to the Generation
Business save where NGC or such subsidiary could not, in all
circumstances reasonably be expected to refrain from divulging to
such Business Persons Protected Information which is required for
the proper performance of his duties.
Any copies of the Protected Information, whether in hard copy or
computerised form, will clearly identify the Protected
Information as protected.
NGC undertakes to use all reasonable endeavours to procure that
no employee is a Corporate Functions Person unless the same is
necessary for the proper performance of his duties.
Confidentiality other than for NGC and its Subsidiaries
Genco hereby undertakes with NGC and its subsidiaries that it
shall preserve the confidentiality and secrecy of, and not
directly or indirectly reveal, report, publish, disclose or
transfer or use for its own purposes Confidential Information
except:-
14.8.1.1 in the circumstances set out in Clause 14.8.2;
14.8.1.2 to the extent expressly permitted by this
Agreement; or
14.8.1.3 with the consent in writing of NGC.
Exceptions: the circumstances referred to in Clause 14.8.1.1
are:-
14.8.2.1 where the Confidential Information, before it is
furnished
to Genco, is in the public domain; or
14.8.2.2 where the Confidential Information, after it is
furnished
to Genco:-
is acquired by Genco in circumstances which this Clause
14 does not apply; or
is acquired by Genco in circumstances in which this
Clause 14 does apply and thereafter ceases to be subject
to the restrictions imposed by this Clause 14; or
enters the public domain otherwise than as a result of
a breach by Genco of its obligations in this Clause
14; or
14.8.2.3 if Genco is required or permitted to make
disclosure of the Confidential Information to any person:-
in compliance with the duties of Genco under the Act or
any other requirement of a Competent
Authority;
in compliance with the conditions of any Licence or any
document referred in any Licence with which Genco is
required to comply;
in compliance with any other requirement of law;
in response to a requirement of any stock exchange or
regulatory authority or the Panel on Takeovers
and Mergers; or
pursuant to the Arbitration Rules for the Electricity
Supply Industry Arbitration Association or
pursuant to any judicial or other arbitral process or
tribunal.
TITLE TO ASSETS
Genco and NGC hereby agree and declare that, the Transfer Scheme
having divided the property rights and liabilities of CEGB
between the successor companies named in the Transfer Scheme,
Genco's Assets are intended to benefit the undertaking, land and
business of Genco and NGC's Assets are intended to benefit the
undertaking, land and business of NGC, and such Assets shall
accordingly be and remain severed from the Grantor's Land and be
and remain chattels of the Grantee.
Each Party acknowledges that it does not have and will not
acquire any title, right or interest in any of the other Party's
Assets save for such rights as are expressly granted herein or
otherwise provided nevertheless that, if according to any rule of
law, either Party should have any such title, right or interest
in any of the other Party's Assets, then such title right or
interest shall be held upon trust, insofar as it relates to the
Asset, for the other Party absolutely and, insofar as it relates
to the airspace occupied by the Asset and/or any adjoining
property of the first Party, for that Party absolutely.
Each Party agrees that it shall not by any act or default render
the other party's Assets liable to any distress execution or
other legal process, and in the event that such assets shall
become so liable, shall forthwith give notice of any such
proceedings to the other Party and shall forthwith notify any
third party instituting any such process of the ownership of such
Assets.
If a Party desires to mortgage or charge any of its land or its
interest therein on which any of the other Party's Assets are
located or to mortgage or charge any of its own Assets or to
enter into any arrangement which, if made, might affect the
rights of the other Party expressly granted herein, then that
Party shall ensure that the other Party's Assets are not and will
not be subject to the rights granted therein and are not and will
not be affected by the mortgage, legal charge or other agreement
or arrangement, and shall give written notification thereof to
the other Party.
In the event that either Party shall wish to grant rights over or
dispose of any interest in or change the use of any land to which
arrangements under Clauses 2 to 7 inclusive apply, that Party
shall notify the other Party of such wish and fully consult that
other in respect thereof and shall not grant such rights or make
such disposal or change of use save on terms securing to the
reasonable satisfaction of that other the Rights of Access
granted in respect of such land.
LIMITATION OF LIABILITY
Subject to sub-clauses 5.3, 6.4, 9.6, 10.2 and 16.5 and save as
provided in this sub-clause 16.1 and sub-clause 16.2 neither
Party ("the Party Liable") nor any of its officers, employees or
agents shall be liable to the other Party for loss arising from
any breach of this Agreement other than for loss directly
resulting from such breach and which at the date hereof was
reasonably foreseeable as not unlikely to occur in the ordinary
course of events from such breach and which resulted from:-
physical damage to the property of the other Party, it's
officers, employees or agents; and/or
the liability of the other Party to any other person for
loss arising from physical damage to the property of any
person.
Nothing in this Agreement shall exclude or limit the liability of
the Party Liable for death or personal injury resulting from the
negligence of the Party Liable or any of its officers, employees
or agents and the Party Liable shall indemnify and keep
indemnified the other Party, its officers, employees or agents,
from and against all such and any loss or liability which the
other Party may suffer or incur by reason of any claim on account
of death or personal injury resulting from the negligence of the
Party Liable or any of its officers, employees or agents.
Subject to sub-clauses 5.3, 6.4, 9.6, 10.2 and 16.5 neither
Party, nor any of its officers, employees or agents shall in any
circumstances whatsoever be liable to the other Party for:-
any loss of profit, loss of revenue, loss of use, loss of
contact or loss of goodwill; or
any indirect or consequential loss; or
loss resulting from the liability of the other Party to any
other person howsoever and whensoever arising save as provided
in sub-clauses 16.1.2 and 16.2.
The rights and remedies provided by this Agreement to the Parties
are exclusive and not cumulative and exclude and are in place of
all substantive (but not procedural) rights or remedies express
or implied and provided by common law or statute in respect of
the subject matter of this Agreement, including any rights either
Party may possess in tort which shall include actions brought in
negligence and/or nuisance. Accordingly, each of the Parties
hereby waives in the fullest extent possible all such rights and
remedies provided by common law or statute, and releases the
Party Liable, its officers, employees and agents to the same
extent from all duties, liabilities, responsibilities or
obligations provided by common law or statute in respect of the
matters dealt with in this Agreement and undertakes not to
enforce any of the same except as expressly provided herein.
Save as otherwise expressly provided in this Agreement, this
clause 16 insofar as it excludes or limits liability shall
override any other provision in this Agreement provided that
nothing in this clause 16 shall exclude or restrict or otherwise
prejudice or affect any of:-
the rights, powers, duties and obligations of either Party
which are conferred or created by the Act, the Electricity
Generating Licence, the NGC Transmission Licence or the
Electricity Supply Regulations 1988 or any amendment or
reenactment thereof; or
the rights, powers, duties and obligations of the Director
or the Secretary of State under the Act, any such Licence as
aforesaid or otherwise howsoever.
Each of the sub-clauses of this clause 16 shall:-
be construed as a separate and severable contract term, and
if one or more of such sub-clauses is held to be invalid,
unlawful or otherwise unenforceable the other or others of
such sub-clauses shall remain in full force and effect and
shall continue to bind the Parties; and
survive termination of this Agreement.
Each Party agrees that the Other Party holds the benefit of sub-
clauses 16.1, 16.2 and 16.3 above for itself and as trustee and
agent for its officers, employees and agents. Each Party hereby
acknowledges and agrees that the provisions of this clause 16
have been the subject of discussion and negotiation and are fair
and reasonable having regard to the circumstances as at the date
hereof.
INTELLECTUAL PROPERTY
All Intellectual Property relating to the subject matter of this
Agreement conceived, originated, devised, developed or created by
a Party, its officers, employees, agents or consultants during
the currency of this Agreement shall vest in such Party as the
sole beneficial owner thereof save where the Parties agree in
writing otherwise.
FORCE MAJEURE
If either Party (the "Non-Performing Party") shall be unable to
carry out any of its obligations under this Agreement due to a
circumstance of Force Majeure this Agreement shall remain in
effect but save as otherwise provided herein the Non-Performing
Party's obligations hereunder shall be suspended without
liability for a period equal to the circumstance of Force Majeure
provided that:-
(i) the Non-Performing Party gives the other Party prompt
notice describing the circumstance of Force Majeure, including
the nature of the occurrence, its expected duration and the
particular obligations affected by it, and continues to
furnish regular reports with respect thereto during the
period of Force Majeure;
(ii) the suspension of performance is of no greater scope
and of
no longer duration than is required by the Force Majeure;
(iii) no liabilities of either Party that arose before
the Force Majeure causing the suspension of performance are
excused as a result of the Force Majeure;
(iv) the non-performing Party uses all reasonable efforts to
remedy its inability to perform; and
(v) as soon as practicable after the event which
constitutes Force Majeure the Parties shall discuss how best
to continue their operations so far as possible in accordance
with this Agreement.
WAIVER
No delay by or omission of a Party in exercising any right,
power, privilege or remedy under this Agreement shall operate to
impair such right, power, privilege or remedy or be construed as
a waiver thereof. Any single or partial exercise of any such
right, power, privilege or remedy shall not preclude any other or
future exercise thereof or the exercise of any other right,
power, privilege or remedy.
NOTICES
Any notice or other communication to be given by one Party to the
other under, or in connection with the matters contemplated by
this Agreement shall be addressed to the recipient and sent to
the address, telex number or facsimile number of such other Party
given in Schedule 9 and marked for the attention of the person so
given or to such other address, telex number and/or facsimile
number and/or marked for such other attention as such other Party
may from time to time specify by notice given in accordance with
this clause 20 to the Party giving the relevant notice or other
communication to it.
Any notice or other communication to be given by one Party to the
other party under, or in connection with the matters contemplated
by this Agreement shall be in writing and shall be given by
letter delivered by hand or sent by first class prepaid post
(airmail if overseas) or telex or facsimile, and shall be deemed
to have been received:-
in the case of delivery by hand, when delivered; or
in the case of first class prepaid post, on the second day
following the day of posting or (if sent airmail from
overseas) on the fifth day following the day of posting; or
in the case of telex, on the transmission of the automatic
answerback of the addressee (where such transmission occurs
before 1700 hours on the day of transmission) and in any other
case on the day following the day of trans- mission; or
in the case of facsimile, on acknowledgment by the
addressee's facsimile receiving equipment (where such
acknowledgment occurs before 1700 hours on the day of
acknowledgment) and in any other case on the day following the
day of acknowledgment.
VARIATIONS
The provisions of Schedules 1, 3, 6, 7 and 8 may be varied from
time to time by written memorandum signed by an authorised
officer of each of the Parties. Subject thereto no variations to
this Agreement shall be effective unless made by way of
supplemental deed.
OVERRIDING PROVISIONS
In the event of any conflict between NGC's or Genco's obligation
hereunder and their obligations under the Electricity Generating
Licence and NGC Transmission Licence, the Act, any direction of
the Secretary of State, the Director or ruling of the Monopolies
and Mergers Commission, the Grid Code, under any Connection
Agreement or under any Supplemental Connection Agreement, the
provisions of the Electricity Generating Licence and NGC
Transmission Licence, the Act, the Grid Code, any Connection
Agreement or Supplemental Connection Agreement, the direction of
the Secretary of State, the Director, or ruling of the Monopolies
and Mergers Commission shall prevail and accordingly NGC and
Genco respectively shall not be responsible for any failure to
perform their respective obligations hereunder to the extent that
any such failure is directly attributable to proper compliance
with such provisions, rulings or directions.
The provisions of the Agreement of even date herewith between the
Parties relating to access to or use of property or equipment
affected by a nuclear site licence ("the Nuclear Sites
Agreement") shall apply to this Agreement and in the event of any
inconsistency between the provisions of this Agreement and the
provisions of the Nuclear Sites Agreement the provisions of the
latter shall prevail.
ASSIGNMENT AND SUB-CONTRACTING
The rights and obligations of a Party may not be assigned
(otherwise than to an Affiliate or by way of a charge or an
assignment by way of security) without the consent of the other
Party, such consent not be unreasonably withheld.
Each Party shall have the right to sub-contract or delegate the
performance of any of its obligations or duties arising under
this Agreement without the consent of the other. The sub-
contracting by either Party of the performance of any obligations
or duties under this Agreement shall not relieve such Party from
the liability for performance of such obligation or duty.
ILLEGALITY AND PARTIAL INVALIDITY
If at any time any provision of this Agreement should become or
be declared unlawful, invalid, illegal or unenforceable in any
respect under the law of any jurisdiction, neither the validity,
legality or enforceability of the remaining provisions nor the
validity, legality or enforceability of such provision under the
law of any other jurisdiction shall be affected.
If any part of a provision of this Agreement is or becomes or is
declared invalid, unlawful, illegal or unenforceable but the rest
of such provision would remain valid, lawful or enforceable if
part of the wording were deleted the provision shall apply with
such modifications as may be necessary to make it valid, lawful,
enforceable and effective but without affecting the meaning of
legality, validity or enforceability of any other provision of
this Agreement.
TERM AND TERMINATION
This agreement shall continue until none of NGC's Assets are on
Genco's land, and none of Genco's Assets are on NGC's land and no
Common Assets or Service are shared or provided.
REGISTRATION AND MEMORANDUM
Where any or all of the Grantor's Land is registered or the
Grantee's interest therein is subject to compulsory registration
at H.M. Land Registry, the parties hereto agree to apply to the
Chief Land Registrar for the registration as appropriate of the
rights and obligations granted by or contained in this Agreement
and further agree to place on deposit at H.M. Land Registry all
relevant Land or Charge Certificates to enable such registration
to be effected.
Where any of the Grantor's Land is not so registered or subject
to compulsory registration, each Party shall procure within six
months of the date hereof that memoranda of this agreement are
endorsed on or otherwise securely attached to the most recent
conveyance (in the case of a freehold interest) or the lease
under or pursuant to which they hold such land.
ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties
with respect to he subject-matter hereof, and expressly excludes
any warranty, condition or other undertaking implied at law or by
custom, and supersedes all previous agreements and understandings
between the Parties with respect thereto and:-
(i) each of the Parties acknowledges and confirms that it
does not enter into this Agreement in reliance on
any representation, warranty or other undertaking
not fully reflected in the terms of this Agreement; but
(ii) the parties acknowledge that each of them may have
entered or may enter into agreements with any
Public Electric Supplier (as defined in the Act)
containing similar rights and/or liabilities to those contained
in this Agreement affecting NGC's Land and/or Genco's
Land and any assets thereon. The Parties shall,
when entering into such agreement with any of the said
Public Electricity Suppliers, use reasonable endeavours to avoid
conflicts between the provisions thereof and the
provisions of this Agreement but in the event of
any conflict the parties shall procure that
appropriate arrangements are made to settle the same to give
full effect
(so far as practicable) to the rights and liabilities
under this Agreement and under such other
agreements as aforesaid. Where relevant the
provisions of Clause 7.3 shall apply. In the event of any
dispute as to such conflict and/or arrangements the
dispute shall be dealt with in
accordance with Clause 12.
IN WITNESS whereof this Agreement has been entered into under
seal the day and the year first above written.
SCHEDULE 1
Genco's Assets on NGC's Land
[To be drawn from appropriate Schedule to Divisionalisation
Scheme, but to comprise fundamental operational assets on the
relevant site,] e.g.:-
(a) HV Apparatus [including/comprising] busbar isolators,
circuit
breaker, earth switch, current transformer, voltage
transformer;
(b) Termination Apparatus [including/comprising] overhead
connection tension insulators and downdroppers/HV
cable sealing ends;
(c) Protection, control and alarm apparatus (including
associated
panels and multicore cabling);
(d) Intertrip apparatus;
(e) Standby diesels;
(f) Connections to compressed air installations;
(g) Sections of water washing installations.
(h) Spares [excluding Strategic Spares].
(i) Metering equipment.
To the extent not included as part of such assets the same shall
be deemed to include all control and auxiliary cables and their
associated terminations, pipes and ducts and other ancillary
equipment exclusively serving the same.
SCHEDULE 2
Genco's Land
All that the land with the buildings and/or structures thereon
all which land is shown for the purpose of identification only
edged red on the attached plan but excluding the area coloured
pink thereon.
SCHEDULE 3
NGC's Assets on Genco's Land
[To be drawn from appropriate Schedule to Divisionalisation
Scheme, but to comprise fundamental operational assets on the
relevant site,] e.g.:-
(a) HV Apparatus including/comprising HV Cable, Cable
Termination and Circuit Breaker;
(b) MV Apparatus including/comprising MV Cable, Cable
Termination and Circuit Breaker;
(c) Protection, control and alarm apparatus (including
associated panels and multicore cabling);
(d) Intertrip apparatus;
(e) Standby diesels;
(f) Connections to compressed air installations;
(g) Sections of water washing installations.
(h) Cathodic Protection
(i) Aerials
(j) Telecoms equipment
(k) Spares
(l) Metering equipment
To the extent not included as part of such assets the same shall
be deemed to include all control and auxiliary cables and their
associated terminations, pipes and ducts and other ancillary
equipment exclusively serving the same.
SCHEDULE 4
NGC'S Land
All that the land with the buildings and/or structures thereon
all which land is shown for the purpose of identification only
coloured pink on the attached plan.
SCHEDULE 5
PART I
Security Details (Cl.4)
1. NGC's Land
Security of NGC Site Compounds will be maintained in accordance
with the Electricity Supply Regulations 1988, which in the case
of compounds containing exposed HV apparatus will be by a fence
not less than 2.4 metres high or alternative enclosure. All
buildings not enclosed within a site compound fence will be
securely locked to restrict unauthorised access. A local
management instruction will apply to the issue of security keys.
2. Genco's Land
Security arrangements for Genco's Land will take the general form
as described below but specifically to accord with the
instructions issued by the Station Manager (or other person
fulfilling the same or a similar function whether or not so
called):-
(a) Controlled entry points
(b) Security monitoring system
(c) Specific high security fencing or alternative enclosure
of any HV apparatus with any live exposed connections.
Part II
Plant MV LV Apparatus Safety Coordination procedures (Cl. 4.5)
(1) In this Clause:-
"Apparatus" means all equipment in which electrical
conductors
used, supported or of which they may form a
part;
"Connection Site" shall have the meaning given to it in
the Grid Code;
"Existing Rules" means the rules, procedures or current
arrange-
ments for and relating to safety coordination
across
boundaries (to permit work to or testing on
the
System of one of the Parties which, for this
to be
done safely, requires isolation and/or other
precautions on Plant and/or MV and/or LV
Apparatus whether at, adjacent to or remote
from
the location of the work or testing) which
are in
force followed or complied with at Genco's
Land
and NGC's Land at the date of this Agreement;
"Low Voltage" means a voltage not exceeding 250 volts;
or "LV"
"Medium Voltage" means a voltage exceeding 250 volts but
not
or "MV" exceeding 650 volts;
"Plant" means fixed and moveable items used in
the
generation and/or supply and/or transmission
of electricity, other than Apparatus.
(2) The Parties will continue to comply with the Existing Rules
pending any agreed
modifications thereto.
(3) The Parties will arrange for the Existing Rules (if not
already in writing) to be
written down and, in any event, to be agreed between the
person or persons
responsible on behalf of the relevant Parties for the
coordination of safety at
each Connection Site(s).
SCHEDULE 6
Common Assets (Cl. 8.1)
Part One
(a) The Batteries Synchronisers and Highland alarm and data
loggers (if any) detailed on the attached list.
Part Two
Such of the following items (if any) and any other items shown on
the
attached list:
(b) Communicating Equipment
(c) Connections to insulating oil and SF6 gas
installations
(d) Site lighting
(e) Miscellaneous LV/MV cabling
(f) Mobile Radioactive Apparatus
SCHEDULE 7
Services (Cl. 8.2)
Part One
Such of the following services (if any) detailed on the attached
list:
(a) AC electrical supplies
(b) Compressed air for switchgear operation
(c) Water Supplies (other than domestic)
(d) DC electrical supplies
Part Two
Such of the following services (if any) and any other items
detailed on the attached list:
(e) Fire fighting systems and use of adjacent fire hydrants
(f) Use of system for transporting insulating oil
(g) Use of system for transporting Sulphur hexafluoride
(h) Distilled Water
(i) Helicopter landing Facilities
SCHEDULE 8
Charges
A. Provision of Services by Genco to NGC
Service Charge Period of Charge
AC Electrical Supplies such amount as shall be
monthly
agreed between the Parties
from time to time
Water Supplies (if substantial monthly supply,
(Other than Domestic) to be metered (meter installed
by Genco) and charged at a
local authority or NRA rate)
(otherwise nil)
Distilled Water Supplies As agreed from as used time to
time between local representatives
of the Parties as being fair and
reasonable in all the circumstances
Other Services per Nil
Schedule 7
B. Provision of Services by NGC to Genco
All Services per Nil
Schedule 7
C. Radio Towers and Masts
An aggregate annual fee calculated in accordance with the
following formula which will be applied to each Genco Radio Tower
or Mast for that period of any year in which it supports NGC
Radio Equipment and each NGC Radio Tower or Mast for that period
of any year in which it supports Genco Radio Equipment:
Annual Fee = A X B
C
Where A = annual maintenance cost of the Grantor's
Radio Tower
or Masts in question.
B = tower loading of Grantee's Radio Equipment
thereon.
C = combined tower loading of all radio equipment
on the Grantor's Radio Tower or Mast in question.
Tower loading to be measured in Kgf at wind speed of 120 mph.
SCHEDULE 9
Addresses, Fax No's etc. (Cl. 20.)
THE COMMON SEAL of Nuclear Electric plc )
was hereunto affixed in the presence of:- )
THE COMMON SEAL of NATIONAL GRID plc )
was hereunto affixed in the presence of:- )
MWR-DO154a
DATED ________ 1990
THE NATIONAL GRID COMPANY PLC
to
[ _______________ ]
at { _____________
INTERFACE AGREEMENT - CONTENTS
Clause Title
1. Definitions and Interpretation
2. Right to Retain Asset
3. Modifications
4. Safety, Security and Compliance with Statutes etc.
5. Relocations of Grantee's Assets
6. Removals
7. Rights of Access
8. Services and Use of Common Assets
9. Payment
10. Non-Interference
11. Cable Tunnels
12. Dispute Resolution
13. Governing Law and Jurisdiction
14. Confidentiality
15. Dealings with Land
16. Limitation of Liability
17. Intellectual Property
18. Force Majeure
19. Waiver
20. Notices
21. Variations
22. Overriding Provisions
23. Assignment and Sub-Contracting
24. Illegality and Partial Invalidity
25. Term and Termination
26. Registration and Memorandum
27. Entire Agreement
Schedule 1 PES's Assets on NGC's Land
Schedule 2 PES's Land
Schedule 3 NGC's Assets on PES's Land
Schedule 4 NGC's Land
Schedule 5 Part I - Security Details
Part II - Plant MV LV Apparatus Safety Co-Ordination Procedures
Schedule 6 Common Assets
Schedule 7 Shared Services
Schedule 8 Charge for the provision of Site AC Supplies and
Insulating Oil
Schedule 9 Addresses, Fax Nos etc.
INTERFACE AGREEMENT
THIS DEED OF AGREEMENT is made on the date stated on the Cover
between the Parties stated thereon
WHEREAS
(A) Certain assets of NGC (including assets of third parties
used by NGC under arrangements with such third parties) are
situated on property title to which (by way of freehold or
leasehold) is vested in PES;
(B) Certain assets of PES (including assets of third parties
used by PES under arrangements with such third parties) are
situated on property title to which (by way of freehold or
leasehold) is vested in NGC;
(C) Certain assets and facilities of one party whether situated
on that party's property or not, are required for use by
both parties in the carrying on of their respective
undertakings; and
(D) This Agreement is entered into by the parties to give effect
to appropriate arrangements in respect of such assets and
the use of assets and facilities.
NOW IT IS HEREBY AGREED as follows:
DEFINITIONS AND INTERPRETATION
In this Agreement the following words and expressions shall,
unless the subject-matter or context otherwise requires or is
inconsistent therewith, bear the following meanings:
"the Act" - the Electricity Act 1989;
"Asset" - a PES's Asset or an NGC's Asset (as the case may
be);
"Affiliate" - in relation to a Party means any holding company or
subsidiary of that Party or any subsidiary of a holding company
of that Party, in each case within the meaning of Sections 736,
736A and 736B of the Companies Act 1985 as substituted by Section
144 of the Companies Act 1989 and if that section is not in force
at the date of this agreement as if such section were in force at
such date;
"CEGB" - The Central Electricity Generating Board;
"Common Asset" - assets of the kind listed in Schedule 6 to be
agreed pursuant to Clause 21.2 or determined pursuant to Clause
12;
"Competent Authority" - includes the Director and any local or
national agency, authority, department, inspectorate, minister,
ministry, official or public or statutory person (whether
autonomous or not) of, or of the government of, the United
Kingdom or the European Community;
"Connection Agreement" - the Master Connection and Use of System
Agreement to be entered into by, among others, the Successors to
NGC and PES regarding, among other things, the connection of PES
Plant and Apparatus (as defined therein) to the NGC Transmission
System (as defined therein) and the use by PES of such system;
"Cover" - the page of this Deed headed as such which page shall
form part of this Deed;
"Directive" - includes any present or future directive,
requirement, instruction, direction or rule of any Competent
Authority, (but only, if not having the force of law if
compliance with the Directive is in accordance with the general
practice of persons to whom the Directive is addressed), and
includes any modification, extension or replacement thereto then
in force;
"the Director" - the Director General of Electricity Supply
appointed for the time being pursuant to Section 1(1) of the Act
by the Secretary of State;
"Emergency Personnel" - in relation to a Party, all employees of
that Party who have appropriate knowledge and experience and are
recognized by that Party as being able to carry out competently
and safely emergency action for the purposes of Clause 10;
"Force Majeure" - In relation to a Party, any event or
circumstance which is beyond the reasonable control of that Party
and which results in or causes the failure of that Party to
perform any of its obligations under this Agreement including any
act of God, strike, lockout or other industrial disturbance, act
of the public enemy, war declared or undeclared, threat of war,
terrorist act, blockade, revolution, riot, insurrection, civil
commotion, public demonstration, sabotage, act of vandalism,
lightning, fire, storm, flood, earthquake, accumulation of snow
or ice, lack of water arising from weather or environmental
problems, explosion, fault or failure of that Party's plant and
apparatus which could not have been prevented by Good Industry
Practice, governmental restraint, any Act or Parliament or
legislation, bye-law, prohibition, measure or directive (not
being any order, regulation or directive under Section 32, 33, 34
or 35 of the Act) Provided that lack of funds shall not be
interpreted as a cause beyond the reasonable control of that
Party;
"Good Industry Practice": the exercise of that degree of skill,
diligence, prudence and foresight which would reasonably and
ordinarily be expected from a skilled and experienced operator
engaged in the same type of undertaking under the same or similar
circumstances;
"Grantee- in any particular case the owner of the Asset in
question;
"Grantor" - in any particular case the owner of the Land in
question;
"the Grid Code" - the document or documents produced pursuant to
one of the conditions of the NGC Transmission Licence, as from
time to time revised in accordance with the Conditions of the NGC
Transmission Licence;
"HV" - of a nominal voltage exceeding 650 volts;
"Intellectual Property"- patents, trademarks, service marks,
rights in designs, trade names, copyrights and topography rights
(whether or not any of the same is registered and including
applications for registration of any of the same) and rights
under licences and consents in relation to any of the same and
all rights or forms of protection of a similar nature or having
equivalent or similar effect to any of the same which may subsist
anywhere in the world;
"Land" - NGC's Land or PES's Land (as the case may be);
"Licence" - any Licence granted pursuant to Section 6 of the Act'
"Modification" - in relation to an Asset, any alteration to or
replacement of such Asset pursuant to sub-clause 3.1 of this
Agreement and "Modify" and "Modified" shall be construed
accordingly;
"NGC's Assets" - assets (to be agreed pursuant to Clause 21.2 or
determined pursuant to Clause 12) of the kind listed in Schedule
3 (including any plinths or other structures (excluding
buildings) to or upon which the same are affixed and to or upon
which no assets of any other person are affixed and any straps,
bolts or other such things for attachment thereto as any of the
same may be Modified pursuant to this Agreement;
"NGC's Land" - the land described in Schedule 4;
"NGC Transmission Licence" - NGC's licence granted pursuant to
Section 6(1)(b) of the Act;
"Party" - each person for the time being and from time to time
party to this Agreement and any successor(s) in title to, or
permitted assign(s) of, such person;
"Permitted Purpose" - In relation to a Right of Access, the
purpose specified in this Agreement for which such Right of
Access is granted;
"PES's Assets" - assets (to be agreed pursuant to Clause 21.2 or
determined pursuant to Clause 12) of the kind listed in Schedule
1 (including any plinths or other structures (excluding
buildings) to or upon which the same are affixed, and to or upon
which no assets of any other person are affixed and any straps,
bolts or other such things for attachment thereto as any of the
same may be Modified pursuant to this Agreement
"PES's Land" - the land described in Schedule 2;
"PES Licence" - PES's licence granted pursuant to Section 6 of
the Act;
"Providing Party"- in the context of Clause 8, a Party in whom
title to a Common Asset is vested;
"Recipient" - in the context of Clause 8, the Party which is the
recipient of the provision of Services;
"Regulations" the Electricity Supply Regulations 1988 or any
amendment or re-enactment thereof;
"Relocation Proposal" - a proposal by the Grantor to the Grantee
pursuant to sub-clause 5.1 for the relocation of any of the
Grantee's Assets on the Grantor's Land;
"Right of Access" - full right and liberty during the currency of
this Agreement to enter upon and through and remain upon any part
of the Grantor's Land subject to the provisions of this
Agreement;
"Services" - in the context of Clause 8, goods and services of
the kind listed in Schedule 7 to be agreed pursuant to Clause
21.2 or determined pursuant to Clause 12;
"Supplemental Connection Agreement"- a site-specific connection
agreement entered into between the Parties in substantially the
form set out in the appropriate schedule to the Connection
Agreement;
"Supplier" - in the context of Clause 8, the Party which is the
provider of Services to the Recipient; and
"Using Party" in relation to a Common Asset, the Party which is
not the Providing Party.
References in this Agreement to "the Grantor" shall mean NGC in
relation to PES's Assets on NGC's land and PES in relation to
NGC's Assets on PES's Land and references to "the Grantee",
"Grantor's Land" and "Grantee's Assets" shall be construed
accordingly.
In this Agreement:
(i) unless the context otherwise requires all references to
a particular Clause, sub-clause, paragraph or Schedule shall
be a reference to that Clause, sub-clause paragraph or
Schedule in or to this Agreement;
(ii) the table of contents and headings are inserted for
convenience only and shall be ignored in construing this
Agreement;
(iii) references to the words "include" or "including"
are to be construed without limitation to the generality of
the preceding words;
(iv) unless there is something in the subject matter or the
context which is inconsistent therewith, any reference to an
Act of Parliament or any Section thereof or Schedule
thereto, or other provision thereof or any instrument, order
or regulation made thereunder shall be construed at the
particular time, as including a reference to any
modification, extension, replacement or re-enactment thereof
then in force and to all instruments, orders or regulations
then in force and made under or deriving validity from the
relevant Act of Parliament; and
(v) references to the masculine shall include the feminine
and references in the singular shall include the plural and
vice versa and words denoting natural persons shall include
companies, corporations and any other legal entity and vice
versa.
RIGHT TO RETAIN ASSET
Subject to sub-clause 5.1, NGC hereby grants to PES the right to
use, retain and Modify as provided in this Agreement PES's Assets
on NGC's Land in such places as they are currently situated and
such right shall extend to any Modified PES Asset. NGC
undertakes to maintain any shelter or support enjoyed by any such
Asset at the date of this Agreement or, if later, when relocated
on NGC's Land in accordance with Clause 5 and grants to PES a
Right of Access for the purpose of the use, maintenance,
inspection, testing, removal, operation, Modification or repair
of any of PES's Assets or for the purpose of compliance with any
statute or Directive under the provisions of Clause 4.
Subject to sub-clause 5.1, PES hereby grants to NGC the right to
use, retain and Modify as provided in this Agreement NGC's Assets
on PES's Land in such places as they are currently situated and
such right shall extend to any Modified NGC Asset. PES
undertakes to maintain any shelter or support enjoyed by any such
Asset at the date of this Agreement or, if later, when relocated
on PES's Land in accordance with Clause 5 and grants to NGC a
Right of Access for the purpose of the use, maintenance,
inspection, testing, removal, operation, Modification or repair
of any of NGC's Assets or for the purpose of compliance with any
statute or Directive under the provisions of Clause 4.
MODIFICATIONS
The Grantee may at its own expense replace or alter any of its
Assets provided that:
The replacement Asset or the Asset as so altered:
(i) is placed in the same or approximately the same
position;
(ii) fulfills the same or a similar purpose'
(iii) can, where relevant, be accommodated in and on
existing buildings or structures;
(iv) does not require additional or improved facilities or
services from the Grantor;
(v) does not restrict the actual and intended use of the
Grantor's Land and any equipment thereon or therein to any
materially greater extent than the Asset so replaced or
altered; and
(vi) is (unless otherwise agreed by the Grantor, such
agreement not to be unreasonably withheld or delayed) either
of the same or a similar smaller size or the alteration is
effected substantially within the space occupied by such
Asset to enable the Asset to be used up to its full
capability.
Prior written notification has been given to the Grantor.
Subject to the Grantor's prior approval (such approval not to be
unreasonably withheld or delayed) the Modified Asset may be
installed adjacent to the Asset to be replaced so as to enable
dual running whilst the Modified Asset is commissioned provided
that the Grantee shall remove the Asset which the Modified Asset
replaces as soon as practicable.
If any Modification shall require minor alterations or works to
the existing buildings or structures of the Grantor housing or
supporting the Asset in question such alterations or works may be
carried out (with the prior written approval of the Grantor (such
approval not to be unreasonably withheld or delayed)), but at the
cost of the Grantee. To the extent that any of the conditions of
sub-clause 3.1 are not met in relation to any Modification, the
Grantor may by notice in writing require the Grantee promptly to
remove such replacement or alteration and, if the Grantee fails
to do so, may remove the same itself at the cost and expense of
the Grantee. On such removal, the Grantee may reinstate the
Asset to its state prior to such Modification.
The Grantee shall, if considering moving or Modifying any of the
Grantee's Assets, give due consideration as to whether it shall
be operationally practicable, desirable and reasonably economic
to move such Asset to (or place the Modified Asset on) its own
property.
SAFETY, SECURITY AND COMPLIANCE WITH STATUTES etc.
Each Party undertakes at its own expense to maintain and provide
security in relation to the other Party's Assets in accordance
with the arrangements set out in Part I of Schedule 5.
Each Party shall procure that, as between the Parties, all
reasonable and necessary steps are taken, as and when necessary
or desirable, in co-operation with the other (and, so far as
applicable, with any third party), to ensure compliance with the
provisions (each such provision or part thereof being in this
Clause 4 an "Obligation") of;
(i) all statutes and Directives applicable to any Asset
and/or any part (including the whole) of any Land and/or the
employees of either Party;
(ii) any statute or Directive which may affect any other
property (of whatever nature) of either Party as a result of
the existence, nature, location, or manner of operation of
any Asset.
Each Party shall, so far as it is aware of the same, unless it
has reasonable grounds for believing that the other Party
possesses the information, keep the other Party informed of all
material matters relating to any Obligation.
In the event of any dispute as to responsibility, as between the
Parties, pursuant to sub-clause 4.2, for compliance with an
Obligation, that responsibility shall be allocated, so far as
practicable, on the basis that:
(i) each Party shall refrain from taking or permitting any
act or omission which would prevent compliance with an
Obligation; and
(ii) positive action required in relation to a Party's Land
or Asset as a consequence of the existence, nature, location
or manner of operation of that Land or Asset shall be the
responsibility of that Party, and, to the extent that such
action is required in respect of or affecting any property
of the other Party (or property of a third party located in
or on that other Party's land), such action may be taken
with the prior approval of that other Party (such approval,
subject to (i) above, not to be unreasonably withheld or
delayed) and/or third party as the case may be.
The provisions for safety co-ordination between the Parties
contained in Part II of Schedule 5 shall apply.
RELOCATIONS OF GRANTEE'S ASSETS
At any time and from time to time during the term of this
Agreement the Grantor may with the prior written consent of the
Grantee (such consent not to be unreasonably withheld or delayed)
require the Grantee to relocate any of the Grantee's Assets
either to a different location on the Grantor's Land or to the
Grantee's or a third party's land, such consent to be sought and
given or refused in accordance with the following procedure:
The Grantor shall serve a written notice on the Grantee,
which notice shall specify:
(a) the Grantee's Assets which the Grantor wishes to be
relocated;
(b) the reasons for such wish;
(c) the proposed new location for such Assets; and
(d) the timing of the carrying out of such relocation.
The Grantee shall within four months of receipt of any such
notice (or such longer period as shall be reasonably
necessary) serve a counter notice stating:
(a) whether or not in its reasonable opinion such
Relocation Proposal is acceptable to it;
(b) if the Relocation Proposal is not acceptable to the
Grantee, the grounds for such opinion and the terms of any
alternative proposal ("the Alternative Relocation Proposal")
covering so far as relevant the matters referred to in items
(a) - (d) of sub-clause 5.1.1. which would be acceptable to
the Grantee; and
(c) in respect of the Relocation Proposal (if accepted) or
of any Alternative Relocation Proposal, an estimate
(sufficiently detailed in the circumstances) of the proper
costs likely to be incurred in connection with considering
the Relocation Proposal or the Alternative Relocation
Proposal and effecting the said relocation of the Assets and
the Proper costs of relocating any other equipment that may
be necessary as a result of the relocation of those Assets
and any consequential losses including payments to third
parties incurred as a result of the relocation of those
Assets and the proposed manner and timing of payment of the
same by the Grantor.
If within one month of the date of such counter notice (or
such longer period as shall be reasonably necessary) the
Grantor has not withdrawn the Relocation Proposal and the
Parties have not agreed upon it or the Alternative
Relocation Proposal (if any) or a variation of either of
them the matter shall be dealt with in accordance with
Clause 12.
Upon approval or settlement of any Relocation Proposal,
Alternative Relocation Proposal or variation thereof pursuant to
Clause 5.1, subject to all necessary licenses, consents and
approvals thereto being obtained by the Grantee from the relevant
Competent Authority and to the Grantor making a new location
available (if not on Grantee's Land) and otherwise taking any
necessary steps to facilitate such relocations, the Grantee shall
relocate or procure the relocation of the relevant Assets as
quickly as reasonably practicable (having regard to, amongst
other things, technical and operational requirements and to its
obtaining all necessary licenses and consents).
The Grantor shall pay to the Grantee all costs incurred pursuant
to Clause 5.1 which shall be (as far as practicable) in line with
the estimate agreed or settled pursuant to Clause 5.1 provided
that all reasonable endeavours are used to minimise such costs
and in the event that a Relocation Proposal is withdrawn or
consent thereto is reasonably withheld pursuant to Clause 5.1 or
such licence consent or approval as aforesaid is not granted, the
Grantor shall pay to the Grantee all costs reasonably incurred by
the Grantee in connection with considering the Relocation
Proposal and any counter notice and making application for any
necessary licences, consents or approvals, provided that
documentary evidence shall be provided by the Grantee to show how
such costs have actually been incurred.
Such of the provisions of this Agreement as are appropriate and
relevant (including the provisions of this Clause 5), shall
continue to apply to any relocated Assets.
REMOVALS
Whenever any of the Grantee's Assets shall become unusable for
the purpose for which it was designed or shall not have been used
for a continuous period of at least twelve months, the Grantor
may, by notice in writing to the Grantee, require the Grantee to
remove such Asset, at the Grantee's expense, from the Grantor's
Land as quickly as practicable and in any event before the first
anniversary ("the Removal Date") of the date of service of such
notice unless:
(i) the Grantor shall within the thirty days following
service of such notice have been reasonably satisfied that
the Asset will be or is likely to be used by the Grantee
before the Removal Date (or such later date as the Grantee
shall reasonably propose); and
(ii) the Asset is so used.
In the event that there shall cease to be any Supplemental
Connection Agreement relating to any of PES's Assets on any
particular site within NGC's Land each Party shall remove its
relevant Assets from that site in accordance with the relevant
provisions of the Connection Agreement. The parties shall
negotiate in good faith appropriate arrangements to minimise any
adverse effect on the other Party of such removal. Where the
Grantee is obliged to remove any of its Assets from the Grantor's
Land, whether under this Clause 6 or otherwise, and fails to do
so in accordance with the relevant provisions, the Grantor shall
be entitled to remove the Asset to land of the Grantee and the
Grantee shall provide all reasonable assistance to enable the
Grantor safely so to do and shall pay and reimburse to the
Grantor all costs and expenses reasonably incurred by the Grantor
in so doing.
RIGHTS TO ACCESS
A Right to Access includes the right to bring on to the Grantor's
Land such vehicles, plant, machinery tools, equipment and
maintenance or construction materials as shall be reasonably
necessary for the Permitted Purpose.
A Right of Access given to the Grantee may be exercised by any
person, including third party contractors, reasonably nominated
from time to time by the Grantee. To the extent (if any) that
any particular authorisation or clearances may be required to be
given by the Grantor and the procedures for giving and obtaining
the same are not for the time being stipulated in arrangements
made pursuant to Clause 7.3, the same shall be given within a
reasonable time from the date of the request therefor, save in
the case of emergency in which case it shall be given without
delay.
The Parties shall procure that all reasonable arrangements and
provisions are made and/or revised from time to time as and when
necessary or desirable to facilitate the safe exercise of any
Right of Access with the minimum of disruption, disturbance or
inconvenience to both Parties. Such arrangements and provisions
may, to the extent that the same are reasonable, limit or
restrict the exercise of the Right of Access and/or provide for
one Party to make reasonable directions or regulations from time
to time in relation to a specified matter. Matters to be covered
by such arrangements and/or provision include:
(i) the identification of any relevant Assets;
(ii) the particular access routes applicable to the land in
question having particular regard for the weight and size
limits on those routes;
(iii) any limitations on times of exercise of a Right of
Access;
(iv) any requirements as to prior notification and as to
authorisation of security clearance of individuals
exercising such Rights of Access, and procedures for
obtaining the same;
(v) the means of communication to the other Party and all
employees and/or contractors who may be authorised from time
to time by that Party to exercise a Right of Access of any
relevant directions or regulations made by one Party;
(vi) the identification of and arrangements applicable to
Emergency Personnel;
(vii) safety.
Each Party shall procure that any such arrangements and/or
provisions (or directions or regulations issued pursuant thereto)
made from time to time between the Parties shall be observed and
performed by it and all persons authorised by it to exercise any
Right of Access.
In the exercise of any right hereunder or otherwise whenever
on the Grantor's Land the Grantee shall procure that all
reasonable steps are taken to:
(a) avoid or minimise damage to the Grantor's Land, any
other property thereon or therein;
(b) cause as little disturbance and inconvenience as
possible to the Grantor or other occupier of the Grantor's
Land
And shall promptly make good any damage caused to the
Grantor's Land and/or such other property in the course of
the exercise of such rights and shall indemnify the other
Party against all actions, claims, proceedings, losses,
costs and demands arising out of such exercise.
Subject to Clause 7.4.1, all such rights shall be
exercisable free of any charge or payment of any kind.
Subject to any contrary arrangements for the time being made
under Clause 7.3, a Right of Access for operation or inspection
shall be immediately available without prior notice and local
procedures shall be put in place to provide such immediate
access;
a Right of Access for the purpose of maintenance,
adjustment, testing or repair of HV apparatus granted in
respect of land on which exposed HV conductors are sited
shall only be exercisable on the giving to the Grantor of at
least 7 days prior written notice or such other notice as
may be agreed locally or if less, such notice as may be
reasonable in the circumstances except in the case of loss
of load or other system emergency in which event the Grantor
shall render all possible assistance in procuring that the
Right of Access shall be exercisable as soon as possible.
The parties will make local arrangements to ensure that the
Grantee is not delayed in its ability to deal with an
emergency which has resulted in loss of load or a reduction
in system security.
a Right of Access for the purpose of Modifying any Asset
shall be exercisable only after the giving of two weeks
prior written notice to the Grantor or such notice as may be
agreed locally or if less, such notice as may be reasonable
in the circumstances.
SERVICES AND USE OF COMMON ASSETS.
Subject as hereinafter provided, in relation to each Common
Asset, the Providing Party shall if required by the Using Party
make the Common Asset in question available for continued use by
the Using Party to at least the same extent as it was available
for use by the Using Party immediately prior to the date of this
Agreement.
Subject as hereinafter provided, in relation to each Service, the
Supplier shall, if required by the Recipient, continue to provide
the same to the Recipient. Such provision shall be of such a
quality and quantity and shall be provided at such times as the
Recipient shall reasonably request. The Supplier shall not be
required to exceed the level of quality or quantity of the
Service normally provided prior to the date of this Agreement
unless, in the case of those Services listed in Part One of
Schedule 7 only, specifically agreed between the Parties, such
agreement not to be unreasonably withheld or delayed and where
appropriate to include a provision for payment for such increased
Service.
Where the use of any Common Asset is made available or such
Services are supplied as aforesaid, the Parties shall procure
that appropriate arrangements and provisions are made and/or
revised from time to time, as and when necessary or desirable to
give effect to the rights and obligations pursuant to Clause 8.1
and 8.2 between the local personnel employed by each of them in
that regard such arrangements to include:
the identification of the Common Assets and/or Services in
question including (where relevant) the extent of their
availability;
the hours during which such use or provisions shall be
allowed or made;
any requirements as to notification of use or call for
supply or temporary suspension thereof;
any requirements as to authorisation or security clearance
of individuals and the procedure for obtaining the same;
any safety requirements; and
administration of payment arrangements.
The provision of use of the Common Assets listed in Schedule
6 Part One and the supply of the Services listed in Schedule
7, Part One shall not be terminated unless the Providing
Party ceases to require the Common Asset or Service for its
own use in which case the supply of the Service or use of
the Common Asset may be terminated by not less than one
year's notice in writing.
The provision of use of the Common Assets listed in Schedule
6, Part Two and the supply of those Services listed in
Schedule 7, Part Two shall continue until terminated by not
less than one year's notice in writing by either Party.
In the event of a termination under Clause 8.4.1 or 8.4.2 if
the Using Party of the Common Asset in question or the
Recipient of the Service in question shall not be able to
obtain an adequate alternative therefor the Providing Party
or Supplier as the case may be shall co-operate with the
Recipient or Using Party so as to minimise the effect of
such termination on the operations of the latter including
where reasonably practicable the provision of the use of
land for the location of an alternative to the Common Asset
in question or an alternative source of supply for the
Service in question.
Each Party shall maintain any Common Asset owned by that Party in
accordance with Good Industry Practice.
The Recipient shall maintain all its relevant assets in such
repair and condition that the level of Services provided does not
substantially increase as a result of the lack of repair or
condition of the relevant assets.
PAYMENT
The Parties agree that the provision of the use of Common Assets,
and the provision of Services other than Site AC supplies and
Insulating oil shall be free of charge.
The Recipient agrees to pay the Supplier for the provision of
Site AC supplies and Insulating oil a fee, calculated and payable
in accordance with the provisions of Schedule 8.
Any sums payable under this Agreement shall be payable together
with an additional amount equivalent to any Value Added Tax
chargeable on the same. Where any costs, expenses or other sums
are repaid or reimbursed to a Party under this Agreement the
amount of the repayment or reimbursement shall include any Value
Added Tax paid by that Party in relation to the goods or services
supplied to the extent that no credit is available to that Party
in respect thereof under Sections 14 and 15 of the Value Added
Tax Act 1983.
If either Party fails to pay on the due date any amount properly
due under this Agreement such Party shall pay to the other
interest on such overdue amount from and including the date of
such failure to (but excluding) the date of actual payment (as
well after as before judgment) at the rate of 4% over Barclays
Bank PLC base rate for the time being and from time to time.
Interest shall accrue from day to day.
NON-INTERFERENCE
Subject to the terms of the Agreement, the Grantor agrees that
neither it nor its agents, employees and invitees will interfere
in any way with any of the Grantee's Assets which are located at
any time on the Grantor's land without the consent of the
Grantee. For the purposes of this clause "interfere" shall
include:
disconnecting or altering the connection of any Asset to any
system of cables, foundations, pipes, drains or other media
to which it may be connected from time to time or to prevent
supply of any substance or thing through such connected
system;
affixing or removing any item or substance of any nature
whatsoever to or from any Asset;
damaging any Asset or doing or omitting to do any act, or
allowing any state of affairs to subsist, as a result of
which any Asset would be likely to sustain any material
damage;
allowing any other person to interfere with any Asset;
altering any meters or settings on any Asset.
the obstruction of access to any Asset.
impairing the effectiveness of any gate, fence, wall, alarm
system or the means of keeping out intruders.
The obligations contained in this clause 10 shall be suspended to
the extent that emergency action is taken by Emergency Personnel
in good faith to protect the health and safety of persons or to
prevent damage to property. All reasonable care shall be taken
in the course of such emergency action. When the emergency has
ended, any damaged property will be reinstated by the Party whose
Asset gave rise to the emergency, save for damage occurring by
reason of lack of reasonable care in the course of the emergency
action which shall be the responsibility of the Party taking the
emergency action.
CABLE TUNNELS
Any cable tunnels situated under any site within the Land owned
by either Party shall be kept fully maintained and repaired on
the following basis:
in the case of cable tunnels containing the HV cables of one
Party only for the time being maintenance of the whole
tunnel shall be the responsibility of that Party;
in the case of cable tunnels containing HV cables of both
Parties maintenance of the whole tunnel shall be the
responsibility of the Party with the majority in number of
such cables for the time being and the cost of such
maintenance shall be apportioned between the Parties
according to level of use;
in the case of cable tunnels containing solely cables other
than HV cables maintenance shall be the responsibility of
the Party with the majority in number of such cables for the
time being and the cost of maintenance shall be apportioned
between the Parties according to level of use;
where any part of any cable tunnel lies on or under land of
a Party not responsible in accordance with the above
provisions for the maintenance thereof that Party grants to
the responsible Party a Right of Access for all purposes
necessary to discharge its obligations under this Clause 11
and shall give all reasonable co-operation and assistance to
the responsible Party as may be requisite for the proper
discharge by the responsible Party of its obligations under
this clause.
DISPUTE RESOLUTION
Save where expressly stated in this Agreement to the contrary and
subject to any contrary provision of the Act, any Licence, or the
Regulations, or the rights, powers, duties and obligations of the
Director or the Secretary of State for Energy under the Act, any
Licence or otherwise howsoever, any dispute or difference of
whatever nature howsoever arising under, out of, or in connection
with this Agreement between the parties hereto shall be and is
hereby referred to arbitration pursuant to the arbitration rules
of the Electricity Supply Industry Arbitration Association in
force from time to time.
Whatever the nationality, residence or domicile of the parties
hereto and wherever the dispute or difference of any part thereof
arose the law of England shall be the proper law of any reference
to arbitration hereunder and in particular (but not so as to
derogate from the generality of the foregoing) the provisions of
the Arbitration Acts 1950 (notwithstanding anything in Section 34
thereof) to 1979 (including any modification, extension,
replacement or re-enactment thereof for the time being in force)
shall apply to any such arbitration wherever the same or any part
of it shall be conducted.
Subject always to sub-clause 12.5 below, if any tariff customer
(as defined in Section 22(4) of the Act) brings any legal
proceedings in any court (as defined in the Rules of the Supreme
Court 1965 and in the County Courts Act 1984) against one of the
Parties (the "defendant contracting party"), and the defendant
contracting party wishes to make a third party claim (ad defined
in sub-clause 12.4 below) against the other Party ("contracting
party") which would but for this sub-clause 12.4 below) against
the other Party ("contracting party") which would but for this
sub-clause 12.3 have been a dispute or difference referred to
arbitration by virtue of sub-clause 12.1 above then,
notwithstanding the provisions of sub-clause 12.1 above which
shall not apply and in lieu of arbitration, the court in which
the legal proceedings have been commenced shall hear and
completely determine and adjudicate upon the legal proceedings
and the third party claim not only between the tariff customer
and the defendant contracting party but also between either or
both of them and the other contracting party whether by way of
third party proceedings (pursuant to the Rules of the Supreme
Court 1965 or the County Court Rules 1981) or otherwise as may be
ordered by the court.
For the purpose of this Clause 12 "third party claim" shall mean:
any claim by a defendant contracting party against a
contracting party (whether or not already a party to the
legal proceedings) for any contribution or indemnity; or any
claim by a defendant contracting party against such a
contracting party for any relief or remedy relating to or
connected with the subject matter of the legal proceedings
and substantially the same as some relief or remedy claimed
by the said tariff customer; or
any requirement by a defendant contracting party that any
question or issue relating to or connected with the subject
matter of the legal proceedings should be determined not
only as between the said tariff customer and the defendant
contracting party but also as between either or both of them
and a contracting party (whether or not already a party to
the legal proceedings).
Sub-clause 12.3 above shall apply only if at the time the legal
proceedings are commenced no arbitration has been commenced
between the defendant contracting party and the contracting party
raising or involving the same or substantially the same issues as
would be raised by or involved in the third party claim. The
tribunal in any arbitration which has been commenced prior to the
commencement of legal proceedings shall determine the question,
in the event of dispute, whether the issues raised or involved
are the same or substantially the same.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed and construed in all respects in
accordance with English law.
Subject and without prejudice to Clause 12 and to Clause 13.4 the
Parties irrevocably agree that the courts of England are to have
exclusive jurisdiction to settle any dispute which may arise out
of or in connection with this Agreement and that accordingly any
suit, action or proceeding (together in this Clause 13 referred
to as "Proceedings") arising out of or in connection with this
Agreement may be brought in such courts.
Each Party irrevocably waives any objection which it may have now
or hereafter to the laying of the venue of any Proceedings in any
such court as is referred to in this Clause 13 and any claim that
any such Proceedings have been brought in an inconvenient forum
and further irrevocably agrees that a judgment in any Proceedings
brought in the English courts shall be conclusive and binding
upon such Party and may be enforced in the courts of any other
jurisdiction.
For the avoidance of doubt nothing contained in the foregoing
provisions of this Clause 13 shall be taken as permitting a Party
to commence proceedings in the courts where this Agreement
otherwise provides for proceedings to be referred to arbitration.
CONFIDENTIALITY
For the purposes of this Clause 14 except where the context
otherwise requires:
"Authorized Recipient", in relation to any Protected Information,
means any Business Person who, before the Protected Information
had been divulged to him by NGC or any subsidiary of NGC, had
been informed of the nature and effect of this Clause 14 and who
requires access to such Protected Information for the proper
performance of his duties as a Business Person in the course of
Permitted Activities;
"Business Person" means any person who is a Main Business Person,
or a Corporate Functions Person and "Business Personnel" shall be
construed accordingly.
"Confidential Information" means all data and other information
supplied to PES under the provisions of this Agreement.
"Corporate Functions Person" means any person who:
Is a director of NGC; or
is an employee of NGC or any of its subsidiaries carrying
out any administrative, finance or other corporate services
of any kind which in part relate to the Main Business; or
is engaged as an agent of or adviser to or performs work in
relation to or services for the Main Business;
"Customer" has the same meaning as in the Connection
Agreement.
"Generation Business" has the same meaning as in the NGC
Transmission Licence;
"Main Business" means any business of NGC or any of its
subsidiaries other than the Generation Business;
"Main Business Person" means any employee of NGC or any
director or employee of its subsidiaries who is engaged
solely in the Main Business and "Main Business Personnel"
shall be construed accordingly;
"Permitted Activities" means activities carried on for the
purposes of the Main Business;
"Protected Information" means an information relating to the
affairs of a Party which is furnished to Business Personnel
pursuant to this Agreement unless, prior to such information
being furnished, such Party has informed the recipient
thereof by notice in writing or by endorsement on such
information, that the said information is not to be regarded
as Protected Information;
"Supplier" has the same meaning as in the Connection
Agreement.
For the avoidance of doubt, data and other information which a
Party is permitted or obliged to divulge or publish to the other
Party pursuant to this Agreement shall not necessarily be
regarded as being in the public domain by reason of being so
divulged or published.
Confidentiality for NGC and its Subsidiaries
NGC and its subsidiaries in each of their capacities in this
Agreement shall secure that Protected Information is not:
divulged by Business Personnel to any person unless that
person is an Authorised Recipient;
used by Business Personnel for the purposes of obtaining for
NGC or any of its subsidiaries or for any other person:
any electricity licence; or
any right to purchase or otherwise require, or to
distribute, electricity (including by means of an
electricity purchase contract as defined in the NGC
Transmission Licence); or
any contract or arrangement for the supply of
electricity to customers or suppliers (as defined in
the Connection Agreement); or
any contract for the use of any electrical lines or
electrical plant belonging to or under the control of a
supplier (as defined as aforesaid); or
control of any body corporate which, whether directly
or indirectly, has the benefit of any such licence
contract or arrangement; and
used by Business Personnel for the purpose of carrying on
any activities other than Permitted Activities except with
the prior consent in writing of the Party to whose affairs
such Protected Information relates.
Nothing in Clause 14 shall apply:
to any Protected Information which, before it is furnished
to Business Personnel is in the public domain;
to any Protected Information which, after it is furnished to
Business Personnel:
is acquired by NGC or any subsidiary of NGC in
circumstances in which this Clause 14 does not apply;
or
is acquired by NGC or any subsidiary of NGC in
circumstances in which this Clause 14 does apply and
thereafter ceases to be subject to the restrictions
imposed by this Clause 14; or enters the public domain
and in any such case otherwise than as a result of:
(i) a breach by NGC or any subsidiary of NGC of its
obligations in this Clause 14; or
(ii) a breach by the person who disclosed that
Protected Information of that person's confidentiality
obligation and NGC or any of its subsidiaries is aware
of such breach;
to the disclosure of any Protected information to any person
if NGC or any subsidiary of NGC is required or expressly
permitted to make such disclosure to such person:
In compliance with the duties of NGC or any subsidiary
of NGC under the Act or any other requirement of a
Competent Authority; or in compliance with the
conditions of the NGC Transmission Licence or any
document referred to in the NGC Transmission Licence
with which NGC or any subsidiary of NGC is required to
comply; or in compliance with any other requirement of
law; or in response to a requirement of any stock
exchange or regulatory authority or the Panel on Take-
overs and Mergers; or pursuant to the arbitration rules
for the Electricity Supply Industry Arbitration
Association or pursuant to any judicial or other
arbitral process or tribunal.
to any Protected Information to the extent that NGC or any
of its subsidiaries is expressly permitted or required to
disclose that information under the terms of any agreement
or arrangement (including the Pooling and Settlement
Agreement, the Grid Code, the Distribution Code and the Fuel
Security Code as those terms are defined in the Connection
Agreement) with the Party to whose affairs such Protected
Information relates.
NGC and its subsidiaries may use all and any information or data
supplied to or acquired by it, from or in relation to the other
Party in performing Permitted Activities including for the
following purposes:
the operation and planning of the NGC Transmission System;
the calculation of charges and preparation of offers of
terms for connection to or use of the NGC Transmission
System;
the operation and planning of the Ancillary Services
Business (as defined in the NGC Transmission Licence) and
the calculation of charges therefor;
the operation of the Settlements Business (as defined in the
NGC Transmission Licence);
the provision of information under the British Grid Systems
Agreement and the EdF Documents (as defined in the
Connection Agreement);
and may pass the same to subsidiaries of NGC which carry out such
activities and the Parties agree to provide all information to
NGC and its subsidiaries for such purposes. NGC undertakes that,
having regard to the activities in which any Business Person is
engaged and the nature and effective life of the Protected
Information divulged to him by virtue of such activities, neither
NGC nor any of its subsidiaries shall unreasonably continue
(taking into account any industrial relations concerns reasonably
held by it) to divulge Protected Information or permit Protected
Information to be divulged by any subsidiary of NGC to any
Business Person:
who has notified NGC or the relevant subsidiary of his
intention to become engaged as an employee or agent of any
other person (other than of NGC or any subsidiary thereof)
who is:
authorised by licence or exemption to generate, transmit or
supply electricity; or
an electricity broker or is known to be engaged in the
writing of electricity purchase contracts (as defined in the
NGC Transmission Licence); or known to be retained as a
consultant to any such person who is referred to in (a) or
(b) above; or
who is to be transferred to the Generation Business save
where NGC or such subsidiary could not, in all circumstances
reasonably be expected to refrain from divulging to such
Business Person Protected Information which is required for
the proper performance of his duties.
Without prejudice to the other provisions of this Clause 14
NGC shall procure that any additional copies made of the
Protected Information, whether in hard copy or computerised
form, will clearly identify the Protected Information as
protected.
NGC undertakes to use all reasonable endeavours to procure
that no employee is a Corporate Functions Person unless the
same is necessary for the proper performance of his duties.
Confidentiality other than for NGC and its Subsidiaries
PES hereby undertakes with NGC and its subsidiaries that it shall
preserve the confidentiality and secrecy of, and not directly or
indirectly reveal, report, publish, disclose or transfer or use
for its own purposes Confidential Information except:
in the circumstances set out in sub-clause 14.8.2
to the extent otherwise expressly permitted by this
Agreement or with the consent in writing of NGC.
Exceptions: the circumstances referred to in sub-clause 14.8.1.1
are:
where the Confidential Information, before it is furnished
to PES, is in the public domain; or
where the Confidential Information, after it is furnished to
PES:
is acquired by PES in circumstances in which this Clause 14
does not apply; or
is acquired by PES in circumstances in which this Clause 14
does apply and thereafter ceases to be subject to the
restrictions imposed by this Clause 14; or
enters the public domain and in any such case otherwise than
as a result of:
(i) a breach by PES of its obligations in this Clause 14;
or
(ii) a breach by the person who disclosed that Confidential
Information of that persons confidentiality obligation.
If PES is required or permitted to make disclosure of the
Confidential Information to any person:
in compliance with the duties of PES under the Act or any
other requirement of a Competent Authority; or
in compliance with the conditions of any Licence or any
document referred to in any Licence with which PES is
required to comply; or in compliance with any other
requirement of law; or
in response to a requirement of any stock exchange or
regulatory authority or the Panel on Take-overs and Mergers;
or
pursuant to the arbitration rules for the Electricity Supply
Industry Arbitration Association or pursuant to any judicial
or other arbitral process or tribunal; or
when Confidential Information is furnished by PES to an
employee, director, agent, consultant or professional
advisor of PES, in each case on the basis set out in Clause
14.8.3.
With effect from the date of this Agreement PES shall adopt
procedures within its organization for ensuring the
confidentiality of all Confidential Information which it is
obliged to preserve as confidential under Clause 14.8.1. These
procedures are:
the Confidential Information will be disseminated within PES
only on a "need to know" basis;
employees, directors, agents consultants and professional
advisers of PES in receipt of Confidential Information will
be made fully aware of PES's obligations of confidence in
relation thereto; and
any copies of the Confidential Information, whether in hard
copy or computerised form, will clearly identify the
Confidential Information as confidential.
DEALINGS WITH LAND
The Parties hereby agree and declare that the Grantee's Assets
are intended to benefit the undertaking, land and business of the
Grantee and that so far as is possible such Assets are hereby and
shall hereafter remain severed from the Grantor's Land and shall
be and hereafter remain chattels of the Grantee.
Each Party agrees that it shall not by any act or default render
the other party's Assets liable to any distress, execution or
other legal process, and in the event that such Assets shall
become so liable, shall forthwith give notice of any such
proceedings to the other Party and shall forthwith notify any
third party instituting any such process of the ownership of such
Assets.
If a Party desires to mortgage or charge any of its land or its
interest therein on which any of the other Party's Assets are
located or to mortgage or charge any of its own Assets or to
enter into any arrangement which, if made, might affect the
rights of the other Party expressly granted herein, then that
Party shall ensure that the other Party's Assets are not and will
not be subject to the rights granted therein and are not and will
not be affected by the mortgage, legal charge or other agreement
or arrangement, and shall give written notification thereof to
the other Party.
In the event that the Grantor shall wish to grant rights over or
dispose of any interest in or change the use of any Land the
Grantor shall notify the Grantee of such wish in accordance with
the procedures set out in sub-clause 5.1 and fully consult the
Grantee in respect thereof and shall not grant such rights or
make such disposal or change of use save on terms satisfactory to
the Grantee requiring any recipient or assignee of any such Land
to be bound, so far as relevant by the terms of this Agreement
and otherwise ensuing that the Grantee's rights pursuant to this
Agreement are not in any way prejudiced thereby.
16. LIMITATION OF LIABILITY
16.1 Save where any provision of this Agreement provides for an
indemnity and save as provided in this sub-clause 16.1 and sub-
clause 16.2 neither party (the "Party Liable") nor its officers,
employees of agents shall be liable to the other party for loss
arising from any breach of this Agreement other than for loss
directly resulting from such breach and which at the date hereof
was reasonably foreseeable as not unlikely to occur in the
ordinary course of events from such breach and in respect of:
16.1.1 physical damage to the property of the other
Party, its officers, employees or agents; and/or
16.1.2 the liability of the other Party to any other
person for loss arising from physical damage to the
property of such other person.
16.2 Nothing in this Agreement shall exclude or limit the
liability of the Party Liable for death or personal injury
resulting from the negligence of the Party Liable or any of
its officers, employees or agents and the Party Liable shall
indemnify and keep indemnified the other Party, its
officers, employees or agents, from and against all such and
any loss or liability which such other party may suffer or
incur by reason of any claim on account of death or personal
injury resulting from the negligence of the Party Liable,
its officers, employees or agents.
16.3 Save where any provision of this Agreement provides for an
indemnity neither the Party Liable, nor any of its officers,
employees or agents shall in any circumstances whatsoever be
liable to the other Party for:
16.3.1 any loss of profit, loss of revenue, loss of use,
loss of contract or loss of goodwill; or
16.3.2 any indirect or consequential loss; or
16.3.3 loss resulting from the liability of such other
Party to any other person howsoever and whensoever
arising save as provided in sub-clauses 16.1.2 and
16.2.
16.4 The rights and remedies provided by this Agreement to the
parties are exclusive and not cumulative and exclude and are
in place of all substantive (but not procedural) rights or
remedies express or implied and provided by common law or
statute in respect of the subject matter of this Agreement,
including without limitation any rights either party may
possess in tort which shall include actions brought in
negligence and/or nuisance. Accordingly, each of the
parties hereby waives in the fullest extent possible all
such rights and remedies provided by common law or statute,
and releases the Party Liable its officers, employees and
agents to the same extent from all duties, liabilities,
responsibilities or obligations provided by common law or
statute in respect of the matters dealt with in this
Agreement and undertakes not to enforce any of the same
except as expressly provided herein.
16.5 Save as otherwise expressly provided in this Agreement, this
Clause 16 insofar as it excludes or limits liability shall
override any other provision in this Agreement provided that
nothing in this Clause 16 shall exclude or restrict or
otherwise prejudice or affect any of:
16.5.1 the rights, powers, duties and obligations of
either Party which are conferred or created by the Act,
the NGC Transmission Licence, the PES Licence or the
Electricity Supply Regulations 1988 or any amendment or
re-enactment thereof; or
16.5.2 the rights, powers duties and obligations of the
Director or the Secretary of State under the Act, any
such Licence as aforesaid or otherwise howsoever.
16.6 Each of the sub-clauses of this Clause 16 shall:
16.6.1 be construed as a separate and severable contract
term, and if one or more of such sub-clauses is held to
be invalid, unlawful or otherwise unenforceable the
other or others of such sub-clauses shall remain in
full force and effect and shall continue to bind the
Parties; and
16.6.2 survive termination of this Agreement.
16.7 Each Party acknowledges and agrees that the other Party
holds the benefit of sub-clauses 16.1 and 16.2 and 16.3
above for itself and as trustee and agent for its officers,
employees and agents.
16.8 Each Party acknowledges and agrees that the provisions of
this Clause 16 have been the subject of discussion and
negotiation and are fair and reasonable having regard to the
circumstances as at the date hereof.
17. INTELLECTUAL PROPERTY
All Intellectual Property relating to the subject matter of this
Agreement conceived, originated, devised, developed or created by
a Party its officers employees, agents or consultants during the
currency of this Agreement shall vest in such Party as the sole
beneficial owner thereof save where the Parties agree in writing
otherwise.
18. FORCE MAJEURE
If either Party (the "Non-Performing Party") shall be unable to
carry out any of its obligations under this Agreement due to a
circumstance of Force Majeure this Agreement shall remain in
effect but save as otherwise provided herein the Non-Performing
Party's obligations hereunder shall be suspended without
liability for a period equal to the circumstance of Force Majeure
provided that:
(i) the Non-Performing Party gives the other Party prompt
notice describing the circumstances of Force Majeure,
including the nature of the occurrence, its expected
duration and the particular obligations affected by it,
and continues to furnish regular reports with respect
thereto during the period of Force Majeure;
(ii) the suspension of performance is of no greater scope
and of no longer duration than is required by the Force
Majeure;
(iii) No liabilities of either Party that arose before
the Force Majeure causing the suspension of performance
are excused as a result of the Force Majeure;
(iv) the Non-Performing Party uses all reasonable efforts to
remedy its inability to perform; and
(v) as soon as practicable after the event which
constitutes Force Majeure the Parties shall discuss how
best to continue their operations so far as possible in
accordance with this Agreement.
19. WAIVER
No delay or omission of NGC or PES in exercising any right,
power, privilege or remedy under this Agreement shall operate to
impair such right, power, privilege or remedy or be construed as
a waiver thereof. Any single or partial exercise of any such
right, power, privilege or remedy shall not preclude any other or
future exercise thereof or the exercise of any other right,
power, privilege or remedy.
20. NOTICES
20.1 Any notice or other communication to be given by one Party
to the other under, or in connection with the matters
contemplated by, this Agreement shall be addressed to the
recipient and sent to the address, telex number or facsimile
number of such other Party given in Schedule 9 and marked
for the attention of the person so given or to such other
address, telex number and/or facsimile number and/or marked
for such other attention as such other Party may from time
to time specify by notice given in accordance with this
Clause 20 to the Party giving the relevant notice or other
communication to it.
20.2 Any notice or other communication to be given by one Party
to the other Party under, or in connection with the matters
contemplated by, this Agreement shall be in writing and
shall be given by letter delivered by hand or sent by first
class prepaid post (airmail if overseas) or telex or
facsimile, and shall be deemed to have been received:
20.2.1 in the case of delivery by hand, when delivered;
or
20.2.2 in the case of first class prepaid post, on the
second day following the day of posting or (if sent
airmail from overseas) on the fifth day following the
day of posting; or
20.2.3 in the case of telex, on the transmission of the
automatic answerback of the addressee (where such
transmission occurs before 1700 hours on the day of
transmission) and in any other case on the day
following the day of transmission; or
20.2.4 in the case of facsimile, on acknowledgment by the
addressee's facsimile receiving equipment (where such
acknowledgment occurs before 1700 hours on the day of
acknowledgment) and in any other case on the day
following the day of acknowledgment.
21. VARIATIONS
21.1 The provisions of Schedules 1, 3, 6, 7 and 8 may be varied
from time to time by written memorandum referring to this
Clause 21 and signed by an authorised officer of each of
the Parties. Subject thereto no variations to this
Agreement shall be effective unless made by way of
supplemental deed.
21.2 The parties shall within twelve months of the date hereof
agree on the following in respect of each of the sites
listed in Schedules 2 and 4:
21.2.1 NGC's Assets which are actually on PES's Land and
PES's Assets which are actually on NGC's Land as at the date
hereof;
21.2.2 The Services and Common Assets in existence as at
the date hereof; and
21.2.3 In respect of the Services agreed upon pursuant to
the preceeding sub-clause of the kind specified in Part Two
of Schedule 7 details of the level of quality or quantity of
such Service as at the date hereof.
21.3 If the parties fail to agree any of the matters referred to
in sub-clause 21.2 within the period stated therein or (if
sooner) when a disagreement relating thereto arises either
may refer the same for determination pursuant to Clause 12.
22. OVERRIDING PROVISIONS
22.1 In the event of any conflict between NGC's or PES's
obligations hereunder and their obligations under the NGC
Transmission Licence and PES Licence, the Act, any direction
of the Secretary of State for Energy, the Director or ruling
of the Monopolies and Mergers Commission, the Grid Code,
under any Connection Agreement or under any Supplemental
Connection Agreement between the Parties, the provisions of
the NGC Transmission Licence and PES Licence, the Act, the
Grid Code, the Connection Agreement or Supplemental
Connection Agreement, the direction of the Secretary of
State for Energy, the Director, or ruling of the Monopolies
and Mergers Commission shall prevail and accordingly NGC and
PES respectively shall not be responsible for any failure to
perform their respective obligations hereunder to the extent
that any such failure is directly attributable to proper
compliance with such provisions, rulings or directions.
22.2 In the event of any inconsistency between the terms of this
Agreement and the terms of any agreement between either of
the Parties and Nuclear Electric plc relating to access to
or use of property or equipment affected by a nuclear site
licence the terms of the latter shall prevail. Any
inconsistency between the terms of any such agreement as
aforesaid between NGC and Nuclear Electric plc on the one
hand and between PES and Nuclear Electric plc on the other
hand shall be resolved pursuant to paragraph (ii) of Clause
27.
23. ASSIGNMENT AND SUB-CONTRACTING
23.1 The rights and obligations of a Party may not be assigned
(otherwise than to an Affiliate or by way of a charge or an
assignment by way of security) without the consent of the
other Party, such consent not to be unreasonably withheld.
In respect of any such assignment the assigning Party shall
ensure that the assignee agrees in terms and form acceptable
to the other Party to be bound by and comply with the terms
of this Agreement.
23.2 Each Party shall have the right to sub-contract or delegate
the performance of any of its obligations or duties arising
under this Agreement without the consent of the other. The
sub-contracting by either Party of the performance of any
obligations or duties under this Agreement shall not relieve
such Party from the liability for performance of such
obligation or duty.
24. ILLEGALITY AND PARTIAL INVALIDITY
24.1 If at any time any provision of this Agreement should become
or be declared unlawful, invalid, illegal or unenforceable
in any respect under the law of any jurisdiction, neither
the validity, legality or enforceability of the remaining
provisions nor the validity, legality or enforceability of
such provision under the law of any other jurisdiction shall
be affected.
24.2 If any part of a provision of this Agreement is or becomes
or is declared invalid, unlawful, illegal or unenforceable
but the rest of such provision would remain valid, lawful or
enforceable if part of the wording were deleted the
provision shall apply with such modifications as may be
necessary to make it valid, lawful, enforceable and
effective but without affecting the meaning of legality,
validity or enforceability of any other provision of this
Agreement.
25. TERM AND TERMINATION
This Agreement shall continue on a site by site basis until none
of NGC's Assets are on PES's land, and none of PES's Assets are
on NGC's land and no Common Assets or Services are shared or
provided always that insofar as the provisions of this Agreement
relate to a particular site of NGC and/or PES the provisions of
this Agreement shall in relation to each such site determine on a
site by site basis.
26. REGISTRATION AND MEMORANDUM
26.1 Where any or all of PES's Land and/or NGC's Land is
registered or PES's or NGC's interest therein is subject to
compulsory registration at H.M. Land Registry the Parties
agree to apply to the Chief Land Registrar for the
registration as appropriate of the rights and obligations
granted by or contained in this Agreement and further agree
to place on deposit at H.M. Land Registry all relevant Land
or Charge Certificates to enable such registration to be
effected.
26.2 Where any of PES's Land and/or NGC's Land is not so
registered or subject to compulsory registration, NGC and
PES are respectively free to procure within six months of
the date hereof that memoranda of this Agreement are
endorsed on or otherwise securely attached to the most
recent conveyance (in the case of a freehold interest) or
the lease under or pursuant to which they hold such land.
27. ENTIRE AGREEMENT
This Agreement contains or expressly refers to the entire
agreement between the Parties with respect to the subject-matter
hereof, and expressly excludes any warranty, condition or other
undertaking implied at law or by custom, and supersedes all
previous agreements and understanding between the Parties with
respect thereto and
(i) each of the Parties acknowledges and confirms that it
does not enter into this Agreement in reliance on any
representation, warranty or other undertaking not fully reflected
in the terms of this Agreement; but
(ii) the Parties acknowledge that each of them may have
entered or may enter into agreements with any generating company
(as defined in the Act) containing similar rights and/or
liabilities to those contained in this Agreement affecting NGC's
Land and/or PES's Land and any assets thereon. The Parties
shall, when entering into such agreement with any of the said
generating companies, use reasonable endeavours to avoid
conflicts between the provisions thereof and the provisions of
this Agreement but in the event of any conflict the parties shall
procure that appropriate arrangements are made to settle the same
to give full effect (so far as practicable) to the rights and
liabilities under this Agreement and under such other agreements
as aforesaid. Where relevant the provisions of Clause 7.3 shall
apply. In the event of any dispute as to such conflict and/or
arrangements the dispute shall be dealt with in accordance with
Clause 12.
IN WITNESS whereof this Agreement has been entered into under
seal the day and year first above written.
SCHEDULE 1
PES's Assets on NGC's Land
Assets of the following kind:
(a) HV apparatus including/comprising busbar isolators,
circuit breaker, earth switch, current transformer, voltage
transformer;
(b) Termination apparatus including/comprising overhead
connection tension insulators and downdroppers/HV cable and
sealing ends;
(c) Protection, control and alarm apparatus (including
associated panels and multicore cabling);
(d) Intertrip apparatus;
(e) Standby diesels"
(f) Connections to compressed air and oil installations;
(g) Sections of water washing installations;
(h) Spares excluding Strategic Spares;
(i) Metering Equipment;
(j) Aerials;
(k) MV supply cables and apparatus;
(l) Batteries and associated apparatus;
(m) Telecommunications apparatus;
(n) Cathodic protection.
To the extent not included as part of such assets the same shall
be deemed to include all control and auxiliary cables and the
associated terminations, pipes and ducts and other ancillary
equipment exclusively serving the same.
SCHEDULE 2
PES's Land
[List of site addresses]
SCHEDULE 3
NGC's Assets on PES's Land
Assets of the following kind:
(a) HV apparatus including/comprising busbar isolators,
circuit breaker, earth switch, current transformer, voltage
transformer;
(b) Termination apparatus including/comprising overhead
connection tension insulators and downdroppers/HV cable and
sealing ends;
(c) Protection, control and alarm apparatus (including
associated panels and multicore cabling);
(d) Intertrip apparatus;
(e) Standby diesels;
(f) Connections to compressed air and oil installations;
(g) Sections of water washing installations;
(h) Spares excluding Strategic Spares;
(i) Metering Equipment;
(j) Aerials;
(k) MV supply cables and apparatus;
(l) Batteries and associated apparatus;
(m) Telecommunications apparatus;
(n) Cathodic protection.
To the extent not included as part of such assets the same shall
be deemed to include all control and auxiliary cables and the
associated terminations, pipes and ducts and other ancillary
equipment exclusively serving the same.
SCHEDULE 4
NGC'S Land
(List of Site addresses)
SCHEDULE 5
Part I
Security Details (Cl.4.1)
1. NGC and PES Land
Security of Site Compounds will be maintained in accordance with
the Electricity Supply Regulations 1988, which in the case of
compounds containing exposed HV apparatus will be by a fence not
less than 2.4 metres high or alternative enclosure. All
buildings not enclosed within a site compound fence will be
securely locked to restrict unauthorised access. A local
management instruction will apply to the issue of security keys.
PART II
Plant MV LV Apparatus Safety Co-Ordination Procedures (Cl.4.5)
(1) In this Clause:
"Apparatus" means all equipment in which electrical conductors
are used, supported or of which they may form a part;
"Connection Site" shall have the meaning given to it in the Grid
Code;
"Existing Rules" means the rules, procedures or current
arrangements for and relating to safety co-ordination across
boundaries (to permit work to or testing on the system of one of
the Parties which, for this to be done safely, requires isolation
and/or other precautions on Plant and/or MV and/or LV Apparatus
whether at, adjacent to or remote from the location of the work
or testing) which are in force followed or complied with at PES's
Land and NGC's Land at the date of this Agreement;
"Low Voltage" or "LV" means a voltage not exceeding 250 volts;
"Medium Voltage" or "MV" means a voltage exceeding 250 volts but
not exceeding 650 volts;
"Plant" means fixed and moveable items used in the generation
and/or supply and/or transmission and/or distribution of
electricity, other than Apparatus.
(2) The Parties will continue to comply with the Existing Rules
pending any agreed modifications thereto.
(3) The Parties will arrange for the Existing Rules (if not
already in writing) to be written down and, in any event, to
be agreed between the person or persons responsible on
behalf of the relevant Parties for the co-ordination of
safety at each Connection Site(s)
SCHEDULE 6
Common Assets (Cl.8.1)
PART ONE
(a) Batteries
(b) Telemetering equipment
(c) Communicating equipment (other than telemetering equipment)
(d) Connections to insulating oil and SF6 gas installations
(e) Miscellaneous MV/LV cabling
PART TWO
Site lightin
SCHEDULE 7
Shared Services (Cl.8.2)
PART ONE
(a) AC and DC electrical supplies
(b) Compressed air for switchgear operation
(c) Water supplies
(d) Insulating Oil
(e) Fire fighting systems and use of adjacent fire hydrants
(f) Use of system for transporting insulating oil
(g) Use of system for transporting Sulphur hexafluoride
PART TWO
(h) Toilet Facilities
(i) Mess Facilities
(j) Public Telephones
(k) Cranes and Lifting Equipment
(l) Security Alarms Systems
SCHEDULE 8
Charges for the provision of Site AC Supplies and Insulating Oil
The Recipient shall pay a due proportion of the cost of Site AC
supplies to the Providing Party based on the use of such
supplies by the Recipient as established by local agreement
where the Providing Party purchases AC Supplies on a
commercial basis.
The Recipient shall pay for Insulating oil such charges as may be
agreed from time to time by reference to the cost of supply
of the same in respect of any of the sites the subject of
this Agreement were the same is provided. In the event of
any dispute as to such charges the provisions of Clause 12
shall apply.
Save as otherwise agreed in any particular case invoices shall be
rendered in monthly arrears and payment shall be made within
14 days of the date of invoice.
SCHEDULE 9
Addresses, Fax Nos etc (Cl.20)
THE SEAL of THE CENTRAL ELECTRICITY )
GENERATING BOARD hereunto affixed )
is authenticated by:
THE COMMON SEAL of MIDLAND )
ELECTRICITY BOARD is hereunto affixed and )
is authenticated by: )
DATED _______________ 1990
THE NATIONAL GRID COMPANY PLC
to
[ _____________ ]
LICENCE TO RETAIN ASSETS
at [ __________
INDEX
Clause Description
1. Definitions and Interpretation
2. Right to Retain Assets Lines and Cables
3. Modification
4. Safety Security and Compliance with Statutes
5. Relocation of PES's Assets
6. Relocation of Lines and Cables
7. Removals
8. Rights of Access
9. Services and Use of Common Assets
10. Payment
11. Non-Interference
12. Cable Tunnels and Lines and Cable
13. Dispute Resolution
14. Governing Law and Jurisdiction
15. Confidentiality
16. Dealings with Land
17. Limitation of Liability
18. Intellectual Property
19. Force majeure
20. Waiver
21. Notices
22. Variations
23. Overriding Provisions
24. Assignments and Sub-Contracting
25. Illegality and Partial Invalidity
26. Term and Termination
27. Agreement as to Assets Services and Common Assets
28. Registration and Memorandum
29. Entire Agreement
Schedule 1 The PES's Assets on NGC's Land
Schedule 2 NGC's Land
Schedule 3 Security Details
Schedule 4 Common Assets
Schedule 5 Shared Services
Schedule 6 Charges for the of Services
Schedule 7 Addresses Fax Nos. etc.
PARTICULARS
DATE:
NGC: THE NATIONAL GRID COMPANY PLC of National Grid House, Sumner
Street,
London SE1 9JU
PES: [ _______ } of
LICENCE TO RETAIN ASSETS
THIS LICENCE is made on the date stated and BETWEEN the parties
stated in the Particulars
WHEREAS
(A) Certain assets of the PES (including assets of third parties
used by the PES under
arrangements with such third parties) are situated on
property title to which (by
way of freehold or leasehold) is vested in NGC;
(B) Certain assets and facilities of NGC are required for use by
both parties in the
carrying on of their respective undertakings; and
(C) This Agreement is entered into by the parties to give effect
to appropriate
arrangements in respect of such assets and the use of assets
and facilities.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following words and expressions shall,
unless the subject-matter or
context otherwise requires or is inconsistent therewith,
bear the following meanings:-
"the Act" the Electricity Act 1989;
"Ancillary Lines and Cables" any wire cable tube conductor
or similar thing
(including its casing or coating) used
or designed
to be used for the operation monitoring
or control
of the PES's Assets which belong to the
PES and
pass through or under NGC's Land
"PES" the Public Electricity Supplier
named in the
Particulars and its successors in title
and assigns
"PES's Assets" (a) assets (to be agreed or
determined pursuant to
Clause 27) of the kind listed in
Schedule I
(including any plinths or other
structures
(excluding buildings) to or upon which
the same
are affixed and to or upon which no
assets of any
other person are affixed and any straps,
bolts or
other such things for attachment
thereto) as any
of the same may be Modified pursuant to
this
Agreement and
(b) the Ancillary Lines and Cables
"Cable" any wire cable or other similar
thing (including
other similar thing (including its
casing or
coating) for transmitting and/or
distributing
electricity together with cooling
systems and
junction boxes fibre optic cables and
other ancillary
equipment which belong to the PES and
pass
through NGC's Land
"NGC" the Party so named in the
Particulars and its
successors in title to NGC's Land;
"NGC's Land" the land belonging to NGC described
in
Schedule 2
"Common Asset" assets of the kind listed in
Schedule 4 to be
agreed or determined pursuant to Clause
27
"Competent Authority" includes the Director and any
local or national
agency, authority, department,
inspectorate,
minister, ministry, official or public
or
statutory person (whether autonomous or
not)
of, or of the government of, the United
Kingdom
or the European Economic Community;
"Connection Agreement" the Master Connection and Use
of System
Agreement entered into by, among others,
NGC
and the PES regarding, among other
things, the
connection of PES Plant and Apparatus
(as
defined therein) to the NGC Transmission
System (as defined herein) and the use
by the
PES of such system;
"Directive" includes any present or future
directive,
requirement, instruction, direction or
rule of
any Competent Authority, (but only, if
not having
the force of law if compliance with the
Directive
is in accordance with the general
practice of
persons to whom the Directive is
addressed),
and includes any modification, extension
or
replacement thereto then in force;
"the Director" the Director General of Electricity
Supply
appointed for the time being pursuant to
Section 1(1) of the Act by the Secretary
of
State;
"Emergency Personnel" in relation to a Party, all
employees of that
Party who have appropriate knowledge and
experience and are recognised by that
Party
as being able to carry out competently
and
safely emergency action for the purposes
of
Clause 11;
"Force Majeure" in relation to a Party, any
event or circumstance
which is beyond the reasonable control
of that
Party and which results in or causes the
failure
of that Party to perform any of its
obligations
under this Agreement including any act
of God,
strike, lockout or other industrial
disturbance,
act of the public enemy, war, declared
or
undeclared threat of war, terrorist act,
blockade,
revolution, riot, insurrection, civil
commotion,
public demonstration, sabotage, act of
vandalism,
lightning, fire, storm, flood,
earthquake,
accumulation of snow or ice, lack of
water
arising from weather or environmental
problems,
explosion, fault or failure of that
Party's plant
and apparatus which could not have been
prevented by Good Industry Practice,
governmental
restraint, any Act of Parliament or
legislation,
bye-law, prohibition, measure or
Directive (not
being any order regulations or directive
under
Section 32, 33, 34 or 35 of the Act)
Provided
that lack of funds shall not be
interpreted as a
cause beyond the reasonable control of
that Party;
"Good Industry Practice" the exercise of that degree of
skill, diligence,
prudence and foresight which would
reasonably
and ordinarily be expected from a
skilled and
experienced operator engaged in the same
type
of undertaking under the same or similar
circumstances;
"the Grid Code" the document or documents
produced pursuant
to one of the conditions of the NGC
Transmission
Licence, as from time to time revised in
accordance with the Conditions of the
NGC
Transmission Licence;
"HV" of a nominal voltage exceeding 650
volts;
"Intellectual Property" patents, trademarks, service
marks, rights in
designs, trade names, copyrights and
topography
rights (whether or not any of the same
is registered
and including applications for
registration of any
of the same) and rights
under licences and consents in relation
to any of
the same and all rights or forms of
protection of
a similar nature or having equivalent or
similar effect to any
of the same which may subsist anywhere
in the
world;
"Line" any line which is used for
transmitting and/or
distributing electricity and includes
anything
exclusively supporting such line that is
to say
any structure pole or other thing in on
by or
from which any such line is or may be
supported
carried or suspended any apparatus
connected
to any such line for the purpose of
carrying
electricity and any wire cable tube pipe
or other
similar thing (including its casing or
coating)
which surrounds or supports or is
surrounded
or supported by or is installed in close
proximity to or is supported carried or
suspended in association with any such
line
earthing wires fibre optic cables and
other
ancillary equipment which belong to the
PES
"Modification" in relation to a Line Cable or
Asset, any
alteration to or replacement of such
Line Cable
or Asset pursuant to Clauses 2.2 or 3.1
of this
Agreement and "Modify" and "Modified"
shall
be construed accordingly;
"NGC Transmission Licence" NGC's licence granted pursuant
to Section
6 (1)(b) of the Act;
"Party" each person for the time being and
from time
to time party to this Agreement and any
successor(s) in title to, or permitted
assign(s)
of, such person;
"Permitted Purpose" in relation to a Right of Access,
the purpose
specified in this Agreement for which
such
Right of Access is granted;
"Public Electricity Supply the PES's licence granted
pursuant to Section
Licence" 6 of the Act;
"Relocation Proposal" a proposal by NGC to the PES
pursuant to
sub-clause 5.1 for the relocation of any
of the
PES's Assets on NGC's Land;
"Regulations" the Electricity Supply Regulations
1988 or any
amendment thereof;
"Right of Access" full right and liberty during the
currency of this
Agreement to enter upon and through and
remain upon any part of NGC's Land
subject
to the provisions of Clause 8;
"Services" in the context of Clause 9, goods
and services
of the kind listed in Schedule 5 to be
agreed
or determined pursuant to Clause 27;
"Supplemental Connection a site specific connection
agreement to be
Agreement" entered into between NGC and the
PES in
substantially the form set out in the
appropriate schedule to the Connection
Agreement;
1.2 In this Agreement:-
(i) unless the context otherwise requires all references to
a particular clause, sub-clause,
paragraph or Schedule shall be a reference to that
clause, sub-clause paragraph or
Schedule in or to this Agreement;
(ii) the table of contents and headings are inserted for
convenience only and shall be
ignored in construing the Agreement;
(iii) references to the words "include" or "including"
are to be construed without
limitation to the generality of the preceding words;
(iv) unless there is something in the subject matter or the
context which is inconsistent
therewith, any reference to an Act of Parliament or any
Section thereof or Schedule
thereto, or other provision thereof or any instrument,
order or regulation made
thereunder shall be construed at the particular time,
as including a reference to any
modification, extension, replacement or reenactment
thereof then in force and to all
instruments, orders or regulations then in force and
made under or deriving validity
from the relevant Act of Parliament; and
(v) references to the masculine shall include the feminine
and references in the singular
shall include the plural and vice versa and words
denoting natural persons shall
include companies, corporations and any other legal
entity and vice versa.
2. RIGHT TO RETAIN ASSETS LINES AND CABLES
2.1 Subject to sub-clause 5.1, NGC hereby grants to the PES the
right to retain use and Modify
as provided in this Agreement the PES's Assets on NGC's Land
in such places as they are
currently situated and such right shall extend to any
Modified PES Asset. NGC undertakes to maintain any shelter
or support enjoyed by the PES's Assets at the date of this
Agreement or, if later, when Modified as aforesaid and
grants to the PES a Right of Access for the purpose of the
use, maintenance, inspection, testing, removal, operation,
modification, or repair of any of the PES's Assets or for
the purpose of
compliance with any statute or Directive under the
provisions of Clause 4.
2.2 Subject to Clause 6 NGC hereby grants the PES the right:-
2.2.1 to retain and use all Lines and Cables which are
now or shall (in accordance with the
terms of this Agreement) be installed in over or
through NGC's Land and grants to the
PES a Right of Access for the purpose of the use
maintenance, inspection, testing,
removal, operation, Modification or repair of any of
the Lines and Cables
2.2.2 subject to obtaining the prior written consent of
NGC (such consent not to be unreasonably
withheld or delayed) to replace such Lines and Cables
with Lines and Cables of the same
or similar type either in the same position or in such
other position as the NGC may
approve (such approval not to be unreasonably withheld
or delayed and not to be
granted subject to the payment of any sums of money)
and forthwith after any such
replacement to remove the Lines and Cables from NGC's
Land and repair any damage
so caused
2.2.3 to install new or additional Lines and Cables over
on or through NGC's Land but only to
the extent necessary to exploit the capability of the
PES's Assets as at the date of this
Agreement on NGC's Land such installation to be subject
to the prior written consent
of NGC (such consent not to be unreasonably withheld or
delayed) and subject to
compliance with the following;-
(i) the PES shall in such circumstances give to NGC
written notice requiring
NGC to grant a wayleave (as hereinafter defined)
within a period
specified in the notice not being less than 21
days
(ii) within the period specified in the said notice or
such longer period as the
Parties may agree NGC may:-
(a) grant the required wayleave or
(b) grant or indicate a willingness to grant a
wayleave subject to such
terms and conditions as NGC may consider
reasonable (such terms
and conditions to include terms and
conditions relating to the route
of the Line or Cable the period during which
the wayleave may
continue in force and any payment to be made
by the PES whether
of a capital or periodic nature as
consideration for the wayleave)
(iii) in the event that NGC shall have failed to
grant the wayleave as required
by the PES or indicated a willingness to grant a
wayleave subject to terms
and conditions to which the PES objects the PES
may refer the matter for
resolution in accordance with Clause 13
(iv) a "wayleave" means consent for the PES to install
and keep installed a new
Line or Cable on under or over NGC's Land and to
have access thereto for
the purposes of inspecting, testing, maintaining,
repairing, removing, renewing,
operating altering or replacing the same
2.2.4 All other provisions of this Agreement shall apply
to any new Line or Cable so
installed
2.3 NGC hereby grants to the PES the right to use any conducting
media under over or on the NGC's Land for the passage and
running of gas, water, electricity, telephone and other
communication media and services now benefiting the PES's
Assets
2.4 The PES shall, if considering moving, replacing or altering
any of the PES's Assets, give due consideration as to
whether it shall be operationally practicable, desirable and
reasonably economic to move such Asset to (or place the
replacement or altered Asset on) its own property.
3. MODIFICATION
3.1 The PES may replace or alter any of the PES's Assets
provided that:-
3.1.1 The replacement Asset or the Asset as so altered:-
(i) is placed in the same or approximately the same
position;
(ii) fulfills the same or a similar purpose;
(iii) can, where relevant, be accommodated in and
on existing buildings
or structures;
(iv) does not require additional or improved facilities
or services
from NGC;
(v) does not restrict the actual and intended use of
NGC's Land and
any equipment thereon or therein to any materially
greater extent
than the Asset so replaced or altered; and
(vi) is (unless otherwise agreed by NGC (such agreement
not to be
unreasonably withheld or delayed)) either of the
same or a
similar smaller size or the alteration is effected
substantially
within the space occupied by such Asset to enable
the Asset
to be used up to its full capability.
3.1.2 Prior written notification has been given to NGC.
3.1.3 Subject to NGC's prior approval (such approval not
be unreasonably withheld or
delayed) the PES may if necessary install the modified
Asset adjacent to the Asset
to be replaced so as to enable dual running whilst the
modified Asset is commissioned
provided that the PES shall remove the Asset for which
the replacement is substituted as
soon as practicable
3.1.4 NGC shall if considering materially moving any of
its assets to a position adjacent to
any of the PES's Assets or replacing or altering any of
its assets which are situated
adjacent to the PES's Assets or making any substantial
alteration to any building in
which the PES's Assets are situated give due
consideration to the PES's operational
requirements of which NGC is aware
3.2 If any Modification shall require minor alterations or works
to the existing buildings or structures of NGC housing or
supporting the PES's Asset in question, such alterations or
works may be carried out (with the prior written approval of
NGC (such approval not to be unreasonably withheld or
delayed)) but at the cost of the PES.
3.3 To the extent that any of the conditions of Clause 3.1 are
not met in relation to any Modification, NGC may by notice
in writing require the PES promptly to remove such
replacement or alteration and if the PES fails to do so may
remove the same itself at the cost and expense of the PES.
On such removal, the PES may reinstate the Asset so replaced
or altered.
4. SAFETY SECURITY AND COMPLIANCE WITH STATUTES
4.1 NGC undertakes in relation to the PES's Assets to maintain
and provide security in accordance with the arrangements set
out in Part 1 of Schedule 3.
4.2 Each Party shall procure that as between the parties all
reasonable and necessary steps are taken, as and when
necessary or desirable, in cooperation with the other (and,
so far as applicable, with any third party), to ensure
compliance with the provisions (each such provision or part
thereof being in this Clause 4 and "Obligation") of:-
(i) all statutes and Directives applicable to any of the
PES's Assets and/or any part
(including the whole) of NGC's Land and/or the
employees of either party; and
(ii) any statute or Directive which may affect any other
property (of whatever nature) of
either Party as a result of the existence, nature,
location, or manner of operation of
any of the PES's Assets.
4.3 Each Party shall, so far as it is aware of the same, unless
it has reasonable grounds for believing that the other party
possesses the information, keep the other Party informed of
all material matters relating to any Obligation.
4.4 In the event of any dispute as to responsibility, as between
the Parties, pursuant to Clause 4.2, for compliance with an
Obligation, that responsibility shall be allocated, so far a
practicable, on the basis that:-
(i) each Party shall refrain from taking or permitting any
action which would prevent
compliance with an Obligation; and
(ii) positive action required in relation to a Party's land
or asset as a consequence of the
existence, nature, location or manner of operation of
that land or asset shall be the
responsibility of that Party, and, to the extent that
such action is required in respect of
or affecting any property of the other Party (or
property of a third party located in or on
that other Party's land), such action may be taken with
the prior approval of that other
Party (such approval, subject to (i) above, not to be
unreasonably withheld or delayed).
4.5 The provisions for safety coordination between the Parties
contained in Part 2 of Schedule 3 shall apply.
5. RELOCATION OF PES's ASSETS
5.1 At any time and from time to time NGC may (with the prior
written consent of the PES (such consent not be unreasonably
withheld or delayed)) request the PES to relocate any of the
PES's Assets either to a different location on NGC's Land or
to the PES's or a third party's land, such consent to be
sought given or referred in accordance with the following
procedure:-
5.1.1 NGC shall serve a written notice on the PES, which
notice shall specify:-
(a) the PES's Assets (other than the Lines and Cables)
which NGC
wishes to be relocated;
(b) the reasons for such wish;
(c) the proposed new location for such assets;
(d) the timing of carrying out such relocation;
(e) the route of any Ancillary Lines and Cables
required to be
relocated; and
(f) any reasonable conditions with which such
relocation or
repositioning must comply.
5.1.2 The PES shall within four months of receipt of any
such notice serve a counter
notice stating:-
(a) whether or not in its reasonable opinion such
Relocation Proposal
is acceptable to it;
(b) if the Relocation Proposal is not acceptable to
the PES, the grounds
for such opinion and the terms of any alternative
proposal ("the
Alternative Relocation Proposal") covering so far
as relevant the
matters referred to in items (a) to (f) of sub-
clause 5.1.1 which
would be acceptable to the PES; and
(c) in respect of the Relocation Proposal (if
accepted) or of any
Alternative Relocation Proposals, an estimate
(sufficiently detailed
having regard to the circumstances) of the proper
costs likely to be
incurred in connection with considering the
Relocation Proposal
or the Alternative Relocation Proposal and
effecting the said
relocation of the PES's Assets and the proper
costs of relocating
any other equipment that may be necessary as a
result of the
relocation of those Assets and the reasonable cost
of employing staff
involved in the relocation and reasonable internal
management costs
and any consequential losses (excluding any
relating to operating
costs) including payments to third parties
incurred as a result of the
relocation of those Assets and the proposed manner
and timing
of payment of the same by the NGC.
5.1.3 If within one month of the date of such counter
notice (or such longer period as
may be reasonably necessary) NGC has not withdrawn the
Relocation Proposal
and the Parties have not agreed upon it or the
Alternative Relocation Proposal
(if any) or a variation of either of them and upon the
best estimate reasonably
available of the costs likely to be involved on the
basis referred to in Clause
5.1.2(c) the matter shall be dealt with in accordance
with Clause 13.
5.2 Upon approval or settlement of any Relocation Proposal,
Alternative Relocation Proposal or variation thereof
pursuant to Clause 5.1 the PES shall proceed diligently to
obtain or procure all necessary consents permissions and
licences to enable it to relocate the PES's Assets (and any
Lines and/or Cables consequently required to be relocated)
provided that if the PES having used all reasonable
endeavours (including the lodging and pursuing of an appeal
to the appropriate authority if there are reasonable grounds
for an appeal) shall have failed to obtain such consents
permissions and licences as aforesaid then the Relocation
Proposal or the Alternative Relocation Proposal or variation
thereof shall be of no further effect save that NGC shall
not be prevented from making at any other time further
Relocation Proposals.
5.3 On receipt of any necessary consents as aforesaid and
provided NGC has taken any necessary steps to facilitate
such relocation the PES shall relocate or procure the
relocation of the relevant PES's Assets as quickly as
reasonably practicable (having regard to, amongst other
things, technical and operational requirements and to its
obtaining all necessary licences and consents).
5.4 NGC shall pay to the PES all costs incurred pursuant to
Clause 5.1 which shall be (as far as practicable) in line
with the estimate agreed or settled pursuant to Clause 5.1
provided that all reasonable endeavours are used to minimise
such costs and provided further that in the event the
Relocation Proposal is withdrawn by NGC or consent thereto
is reasonably withheld by the PES pursuant to Clause 5.1 or
the PES shall be unable to obtain all the said necessary
consents licences or permission NGC shall within 28 days of
demand pay to the PES all costs incurred as aforesaid by the
PES in connection with the Relocation Proposal and any
Alternative Relocation Proposal.
5.5 The rights and obligations of the parties hereunder shall
continue to apply to any of the PES's Assets as relocated
including the provisions of this Clause 5.
6. RELOCATION OF LINES AND CABLES
6.1 At any time and from time to time NGC may with the prior
written consent of the PES (such consent not be unreasonably
withheld or delayed) by notice in writing addressed to the
PES require the PES to relocate or re-position the then
existing Lines and Cables of the PES (or any or all of such
Lines and Cables) which are situated in on over or through
NGC's Land (in this paragraph all such Lines and Cables
being hereinafter referred to as "the Equipment").
6.2 The said notice to be served by NGC on the PES shall specify
(a) the Equipment which the NGC wishes to be relocated or
re-positioned (b) a reasonable time in which such relocation
or re-positioning is to be carried out (c) a suitable
alternative location or route for the Equipment and (d)
reasonable conditions (if any) in which such relocation or
re-positioning shall be carried out.
6.3 As soon as possible after receipt of the said notice the PES
shall proceed to apply for all necessary consents
permissions and licences necessary for the said relocation
or re-positioning (hereinafter in this Clause 6 called "the
Consents") using all reasonable endeavours to obtain the
same.
6.4 If the PES having used all reasonable endeavours (including
the lodging and pursuing of an appeal to the appropriate
authority if there are reasonable grounds for an appeal)
shall have failed to obtain the Consents then the said
Notice shall be of no further effect save that NGC shall not
be precluded from serving at any other time further notices
under this or any other Clause or Sub-clause and save
further that NGC shall forthwith reimburse to the PES all
costs properly incurred by the PES in connection with the
provisions of this Clause 6.
6.5 If the PES shall obtain the Consents the PES shall as soon
as practicable diligently carry out such relocation or re-
positioning of the Equipment to the reasonable satisfaction
of NGC and shall make good all damage caused by the said
relocation or re-positioning of the Equipment.
6.7 From time to time NGC shall pay to the PES all costs (a)
properly incurred by the PES in effecting the said
relocation or re-positioning of the Equipment and (b)
properly incurred in complying with the obligations under
the preceding sub-clauses of this Clause 6 such costs to
include any consequential losses (excluding any relating to
operating costs) the reasonable cost of employing staff
involved in the relocation or re-positioning of the
Equipment and the Compliance with the said obligations
including reasonable internal management costs such
payment(s) to be made within 28 days of receipt by NGC of
documentary evidence of the aforesaid costs incurred by the
PES.
6.8 The rights and obligations of the Parties hereunder shall
continue to apply to the Equipment as relocated or re-
positioned including the provisions of this Clause 6.
7. REMOVALS
7.1 In the event that there shall cease to be any Supplemental
Connection Agreement relating to any of the PES's Assets on
NGC's Land the PES shall remove those of the PES's Assets to
which such Supplemental Connection relates (except Ancillary
Cables which shall be made safe) from NGC's Land as quickly
as practicable and in any event within the period provided
in the Supplemental Connection Agreement for the removal of
the PES's Equipment (as therein defined) consequent upon a
disconnection (as defined in the Connection Agreement) and
shall remedy any damage caused to NGC's Land as a result
thereof. The Parties shall negotiate in good faith
appropriate arrangements to minimise the effects of the
removal.
7.2 In the event that the PES is obliged to remove any of its
Assets from NGC's Land, whether under this Clause 7 or
otherwise, and fails to do so in accordance with the
relevant provisions, NGC shall be entitled to remove the
PES's Assets and the PES shall provide all reasonable
assistance to enable NGC safely so to do and shall pay and
reimburse to NGC all costs and expenses reasonably incurred
by NGC in so doing.
8. RIGHTS OF ACCESS
8.1 A Right of Access includes the right to bring on to NGC's
Land such vehicles, plant, machinery, tools, equipment and
maintenance or construction materials as shall be reasonably
necessary for the Permitted Purpose.
8.2 A Right of Access given to the PES may be exercised by any
person, including third party contractors, reasonably
nominated from time to time by the PES. To the extent (if
any) that any particular authorisation or clearances may be
required to be given by NGC and the procedures for giving
and obtaining the same are not for the time being stipulated
in arrangements made pursuant to Clause 8.3, NGC shall give
the same within a reasonable time from the date of the
request therefor, save in the case of emergency in which
case it shall be given without delay.
8.3 The NGC shall procure that all reasonable arrangements and
provisions are made and/or revised from time to time as and
when necessary or desirable to facilitate the safe exercise
of the Right of Access with the minimum of disruption,
disturbance or inconvenience to both Parties. Such
arrangements and provisions may, to the extent that the same
is reasonable, limit or restrict the exercise of the Right
of Access and/or provide for NGC to make reasonable
directions or regulations from time to time in relation to a
specified matter. Matters to be covered by such
arrangements and/or provision include:-
(i) the identification of any relevant PES's Assets;
(ii) the particular access routes applicable to the land in
question having particular
regard for the weight and size limits on those routes;
(iii) any limitations on times of exercise of a Right of
Access;
(iv) any requirements as to prior notification and as to
authorisation of security
clearance of individuals exercising such Rights of
Access, and procedures
for obtaining the same;
(v) the means of communication to the PES and all employees
and/or contractors
who may be authorised from time to time by the PES to
exercise a Right of
Access of any relevant directions or regulations made
by NGC;
(vi) the identification of and arrangements applicable to
Emergency Personnel.
the PES shall procure that any such arrangements and/or
provisions (or directions or
regulations issued pursuant thereto) properly made from time
to time by NGC shall
be observed and performed by the PES and all persons
exercising any Right of Access.
8.4.1 The PES shall procure that all reasonable steps
are taken in the exercise
of any Right of Access to:-
(a) Avoid or minimise damage to NGC's Land, any other
property
thereon or therein;
(b) cause as little disturbance and inconvenience as
possible to NGC
or other occupier of NGC's Land.
and shall promptly make good any damage caused to NGC's
Land and/or such other
property in the course of the exercise of such rights
and shall indemnify NGC
against all actions, claims, proceedings, losses, costs
and demands arising out
of such exercise.
8.4.2 Subject to Clause 8.4.1, all Rights of Access
shall be exercisable free of any
charge or payment of any kind.
8.5 Subject to any contrary arrangements for the time being made
under Clause 8.3 to enable a Right to Access to be exercised
safely where exceptional circumstances so require
8.5.1 a Right of Access for operation or inspection
shall be immediately available
without prior notice and local procedures shall be put
in place to provide
such immediate access;
8.5.2 a Right of Access for the purpose of maintenance,
adjustment, testing or
repair of HV apparatus granted in respect of land on
which exposed HV
conductors are sited shall only be exercisable on the
giving to NGC of
at least 7 days prior written notice (or such other
notice as may be agreed
locally or (if less) such notice as may be reasonable
in the circumstances)
except in the case of loss of load or other system
emergency (in which
event NGC shall render all possible assistance in
procuring that the Right
of Access shall be exercisable as soon as possible).
The Parties will make
local arrangements to ensure that the PES is not
delayed in its ability to
deal with any emergency which has resulted in loss of
load or has resulted
in a reduction in system security;
8.5.3 a Right of Access for the purpose of Modifying any
of the PES's Assets
shall be exercisable only after two weeks prior notice
to NGC (or such
other notice as may be agreed locally or (if less) may
be reasonable in
the circumstances).
8.6 NGC shall procure that all reasonable steps are taken in
respect of its use and occupation of NGC's Land to:-
(i) avoid or minimise damage to the PES's Assets and to any
Common
Assets
(ii) cause as little disturbance and inconvenience as
possible to the PES
by such use occupation and operation and shall promptly
make good
any damage so caused to the PES's Assets and/or any
Common Assets.
9. SERVICES AND USE OF COMMON ASSETS
9.1 Subject as hereinafter provided, in relation to each Common
Asset, NGC shall if required by the PES make the Common
Asset in question available for continued use by the PES to
at least the same extent as it was available for use by the
PES immediately prior to the date of this Agreement.
9.2 Subject as hereinafter provided, in relation to each
Service, NGC shall, if required by the PES, continue to
provide the same to the PES. Such provision shall be of
such a quality and quantity and shall be provided at such
times as the PES shall reasonably request. NGC shall not be
required to exceed the level of quality or quantity of the
Service normally provided prior to the date of this
Agreement unless specifically agreed otherwise between the
Parties (such agreement not to be unreasonably withheld or
delayed and where appropriate to include a provision for
payment for such increased Service) save that with regard to
the Services listed in Part 2 of Schedule 5 NGC shall be
under no obligation at any time to increase the quality or
quantity of any of such Services normally provided prior to
the date of this Agreement.
9.3 Where the use of any Common Asset is made available or such
Services are supplied as aforesaid, the Parties shall
procure that appropriate arrangements and provisions are
made between the local personnel employed by each of them in
that regard such arrangements to include:-
9.3.1 the identification of the Common Assets and/or
Services in question including (where
relevant) the extent of their availability;
9.3.2 the hours during which such use or provision shall
be allowed or made;
9.3.3 any requirements as to notification of use or call
for supply or temporary suspension
thereof;
9.3.4 any requirements as to authorisation or security
clearance of individuals and the
procedure for obtaining the same;
9.3.5 any safety requirements;
9.3.6 administration of payment arrangements.
9.4.1 The provision of use of the Common Assets listed
in Part 1 of Schedule 4 and the
supply of the Services listed in Part 1 of Schedule 5
shall not be terminated unless NGC ceases to
require the common Asset or Service for its own use in which
case
the supply of the Service or use of the Common Asset
may be terminated by not less
than one year's notice in writing.
9.4.2 The provision of use of the common Assets listed
in Part 2 of Schedule 4, and the
supply of those Services listed in Part 2 Schedule 5
shall continue until terminated
by not less than one year's notice in writing.
9.4.3 In the event of a termination under Sub-Clauses
9.4.1 and 9.4.2 above if the PES
still has at the time of such termination a bona fide
requirement for the Common
Asset or Service and shall not be able to obtain an
adequate alternative therefor
whether from a third party or otherwise NGC shall
cooperate with the PES so as
to minimise the effect of such termination on the
operations of the PES including
where practicable the provision of a right to use land
for the location of an
alternative to the Common Asset in question or an
alternative source of supply
for the Service in question provided that (for the
avoidance of doubt) any cost
of the provision of the replacement of the common Asset
or Service shall be borne
by the PES.
9.5 NGC shall maintain the Common Assets in accordance with Good
Industry Practice.
9.6 The PES shall maintain all its relevant assets in such
repair and condition that the level of Services provided
does not substantially increase as a result of the lack of
repair or condition of the relevant assets.
10. PAYMENT
10.1 The Parties agree that save as provided in Clause 10.2 the
provision of the use of Common Assets and the provision of
Services, shall be free of charge for the purposes of this
Agreement.
10.2 the PES agrees to pay NGC for the provision of Insulating
Oil a fee calculated in accordance with the provisions of
Schedule 6.
10.3 Any sums payable under this Agreement shall be payable
together with any Value Added Tax chargeable on the same.
Any costs, expenses or other sums to be repaid or reimbursed
to either Party under this Agreement shall include any
irrecoverable Value Added Tax paid by that Party in relation
to such sums to the extent that no credit is available in
respect thereof under Section 15 of the Value Added Tax Act
1983.
10.4 If either Party fails to pay on the due date any amount
properly due under this Licence such Party shall pay to the
other interest on such overdue amount from and including the
date of such failure to (but excluding) the date of actual
payment (as well after as before judgment) at the rate of 4%
over Barclays Bank PLC base rate for the time being and from
time to time. Interest shall accrue from day to day.
11. NON-INTERFERENCE
11.1 NGC and the PES agree that neither of them nor their agents,
employees and invitees will respectively interfere in any
way with any of the PES's Assets or the property and assets
of NGC which are located at any time on NGC's Land without
the consent of the other Party. For the purposes of this
clause "Interfere" shall include:-
11.1.1 disconnecting or altering the connection of any of
the PES's Asset or the
property or any asset of NGC to any system of cables,
foundations, pipes,
drains or other media to which it may be connected from
time to time or
to prevent supply of any substance or thing through
such connected system;
11.1.2 affixing or removing any item or substance of any
nature whatsoever to or
from any of the PES's Assets or the property or any
asset of NGC;
11.1.3 damaging any of the PES's Assets or the property
or any assets of NGC or
doing or omitting to do any act or allowing any state
of affairs to subsist as
a result of which the PES's Assets or the property or
assets of NGC would
be likely to sustain any material damage;
11.1.4 allowing any other person to interfere with any of
the PES's Assets;
11.1.5 alter any meters or settings on any of the PES's
Assets;
11.1.6 the obstruction of access to any of the PES's
Assets;
11.1.7 impairing the effectiveness of any gate, fence,
wall alarm system or means
of keeping out intruders.
11.2 The obligations contained in this Clause 11 shall be
suspended to the extent that emergency action is taken by
Emergency Personnel in good faith to protect the health and
safety of persons or to prevent damage to property. All
reasonable care shall be taken in the course of such
emergency action. When the emergency has ended, any damaged
property will be reinstated by the Party whose asset gave
rise to the emergency, save for damage occurring by reason
of lack of reasonable care in the course of the emergency
action which shall be the responsibility of the Party taking
the emergency action.
11.3 NGC agrees with the PES:-
(i) to keep NGC's Land or to procure that it be kept in
such state of repair
and condition as shall not cause damage to the PES's
Assets and Lines
and Cables and shall not prevent the PES from
exercising the rights
granted to it herein or from using the PES's Assets for
the purpose of
the PES's business.
(ii) in the event that NGC intends to carry out any works to
NGC's Land or
to exercise the rights referred to herein which shall
involve the
removal or other material interference with any PES's
Asset (including
the construction, repair or alteration of any building
or other erection
on land on which such Asset is situate) and/or any such
works which
may materially prejudice any of the PES's rights
hereunder in respect
of the same NGC shall not commence such works until NGC
has given
notice in writing of its intentions to the PES and (if
necessary) has at the
NGC's expense made adequate provision to ensure that
the PES's Asset
is still capable of use by the PES to the same extent
as previously enjoyed.
(iii) to permit the PES to display warning notices on
NGC's Land as the
PES may reasonably require and other notices as the PES
reasonably
requires with the prior written consent of NGC (such
consent not to be
unreasonably withheld and to include reasonable
conditions as to
appearance, size and location) or are required by
statute.
12. CABLE TUNNELS AND LINES AND CABLES
Any cable tunnels situated under NGC's land shall be kept
fully maintained and repaired on the following basis:
12.1 in the case of cable tunnels containing the HV cables
of one Party only
maintenance of the whole tunnel shall be the
responsibility of that
Party;
12.2 in the case of cable tunnels containing HV cable of
more than one Party
maintenance of the whole tunnel shall be the
responsibility of the Party
with the majority in number of such cables for the time
being and the
cost of such maintenance shall be apportioned between
the Parties
according to level of use;
12.3 in the case of cable tunnels containing solely cables
other than HV
cables maintenance shall be the responsibility of the
Party with the
majority in number of such cables for the time being
and the cost
of maintenance shall be apportioned between the Parties
according
to level of use;
12.4 to the extent that any part of any cable tunnel for
which the PES is
responsible in accordance with the above provisions for
the
maintenance thereof is within NGC's Land NGC grants to
the PES
a Right of Access for all purposes necessary to
discharge its
obligations under this Clause 12 and shall give all
reasonable
cooperation and assistance to the PES as may be
requisite for the
proper discharge by the PES of its obligations under
this Clause.
13. DISPUTE RESOLUTION
13.1 Save where expressly stated in this Agreement to the
contrary and subject to any contrary provision of the Act,
any Licence, or the Regulations, or the rights, powers,
duties and obligations of the Director or the Secretary of
State for Energy under the Act, any Licence or otherwise
howsoever, any dispute or difference of whatever nature
howsoever arising under, out of, or in connection with this
Agreement between the parties hereto shall be and is hereby
referred to arbitration pursuant to the arbitration rules of
the Electricity Supply Industry Arbitration Association in
force from time to time.
13.2 Whatever the nationality, residence or domicile of the
parties hereto and wherever the dispute or difference or any
part thereof arose the law of England shall be the proper
law of any reference to arbitration hereunder and in
particular (but not so as to derogate from the generality of
the foregoing) the provisions of the Arbitration Acts 1950
(notwithstanding anything in Section 34 thereof) to 1979
(including any modification, extension, replacement or re-
enactment thereof for the time being in force) shall apply
to any such arbitration wherever the same or any part of it
shall be conducted.
13.3 Subject always to Clause 13.5 below, if any tariff customer
(as defined in Section 22(4) of the Act) brings any legal
proceedings in any court (as defined in the Rules of the
Supreme Court 1965 and in the County Courts Act 1984)
against one of the Parties (the "defendant contracting
party"), and the defendant contracting party wishes to make
a third party claim (as defined in Clause 13.4 below)
against the other Party ("contracting party") which would
but for this Clause 13.3 have been a dispute or difference
referred to arbitration by virtue of Clause 13.1 above then,
notwithstanding the provisions of Clause 13.1 above which
shall not apply and in lieu of arbitration, the court in
which the legal proceedings have been commenced shall hear
and completely determine and adjudicate upon the legal
proceedings and the third party claim not only between the
third party and the defendant contracting party but also
between either or both of them and the other contracting
party whether by way of third party proceedings (pursuant to
the Rules of the Supreme Court 1965 or the County Court
Rules 1981) or otherwise as may be ordered by the court.
13.4 For the purpose of this Clause 13 third party claim shall
mean:-
(a) any claim by a defendant contracting party against a
contracting
party (whether or not already a party to the legal
proceedings)
for any contribution or indemnity; or
(b) any claim by a defendant contracting party against such
a
contracting party for any relief or remedy relating to
or
connected with the subject matter of the legal
proceedings and
substantially the same as some relief or remedy claimed
by the
said tariff customer; or
(c) any requirement by a defendant contracting party that
any question
or issue relating to or connected with the subject
matter of the
legal proceedings should be determined not only as
between the
said tariff customer and the defendant contracting
party but also
as between either or both of them and a contracting
party
(whether or not already a party to the legal
proceedings).
13.5 Clause 13.3 above shall apply only if at the time the legal
proceedings are commenced no arbitration has been commenced
between the defendant contracting party and the contracting
party raising or involving the same or substantially the
same issues as would be raised by or involved in the third
party claim. The tribunal in any arbitration which has been
commenced prior to the commencement of legal proceedings
shall determine the question, in the event of dispute,
whether the issues raised or involved are the same or
substantially the same.
14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement shall be governed and construed in all
respects in accordance with English law.
14.2 Subject and without prejudice to clause 13 and to clause
14.4 the Parties irrevocably agree that the courts of
England are to have exclusive jurisdiction to settle any
dispute which may arise out of or in connection with this
Agreement and that accordingly any suit, action or
proceeding (together in this clause 14 referred to as
"Proceedings") arising out of or in connection with this
Agreement may be brought in such courts.
14.3 Each Party irrevocably waives any objection which it may
have now or hereafter to the laying of the venue of any
Proceedings in any such court as is referred to in this
clause 14 and any claim that any such Proceedings have been
brought in an inconvenient forum and further irrevocably
agrees that a judgment in any Proceedings brought in the
English courts shall be conclusive and binding upon such
Party and may be enforced in the courts of any other
jurisdiction.
14.4 For the avoidance of doubt nothing contained in the
foregoing provisions of this clause 14 shall be taken as
permitting a Party to commence proceedings in the courts
where this Agreement otherwise provides for proceedings to
be referred to arbitration.
15. CONFIDENTIALITY
15.1.1 For the purposes of this Clause 15 except where
the context otherwise requires:-
"Authorized Recipient," in relation to any Protected
Information, means
any Business Person who, before the Protected
Information had been
divulged to him by NGC or any subsidiary of NGC, had
been informed
of the nature and effect of this clause 15 and who
requires access to
such Protected Information for the proper performance
of his duties
as a Business Person in the course of Permitted
Activities;
"Business Person" means any person who is a Main
Business Person,
or a Corporate functions Person and "Business
Personnel" shall be
construed accordingly;
"Confidential Information" means all data and other
information supplied
to the PES under the provisions of this Agreement;
"Corporate Functions Person" means any person who:-
(a) is a director of NGC; or
(b) is an employee of NGC or any of its subsidiaries
carrying out any administrative, finance or other
corporate services of any kind which in part
relate
to the Main Business; or
(c) is engaged as an agent of or adviser to or
performs
work in relation to or services for the Main
Business;
"Customer" has the same meaning as in the Connection
Agreement;
"Generation Business" has the same meaning as in the
NGC
Transmission Licence;
"Main Business" means any business of NGC or any of its
subsidiaries as at the Transfer Date (as defined in the
Connection
Agreement) or which it is required to carry on under
the NGC
Transmission Licence other than the Generation
Business;
"Main Business Person" means any employee of NGC or any
director or employee of its subsidiaries who is engaged
solely
in the Main Business and "Main Business Personnel"
shall be
construed accordingly;
"Permitted Activities" means activities carried on for
the
purposes of the Main Business;
"Protected Information" means any information relating
to the
affairs of a Party which is furnished to Business
Personnel
pursuant to this Agreement unless, prior to such
information
being furnished, such Party has informed the recipient
thereof
by notice in writing or by endorsement on such
information,
that the said information is not to be regarded as
Protected
Information;
"Supplier" has the same meaning as in the Connection
Agreement.
15.1.2 For the avoidance of doubt data and other
information which a Party is
permitted to divulge or publish to the other Party
pursuant to this Agreement
shall not necessarily be regarded as being in the
public domain by reason of
being so discharged or published.
15.2 Confidentiality for NGC and its Subsidiaries.
NGC and its subsidiaries in each of their capacities in this
Agreement shall secure that Protected Information is not:-
15.2.1 divulged by Business Personnel to any person
unless that person is
an Authorised Recipient;
15.2.2 used by Business Personnel for the purposes of
obtaining for NGC
or any of its subsidiaries or for any other person:-
(a) any electricity licence; or
(b) any right to purchase or otherwise require, or to
distribute,
electricity including rights under any electricity
purchase
contract (as defined in the NGC Transmission
Licence); or
(c) any contract or arrangement for the supply of
electricity
to Customers or Suppliers; or
(d) any contract for the use of any electrical lines
or electrical
plant belonging to or under the control of a
Supplier; or
(e) control of any body corporate which, whether
directly or
indirectly, has the benefit of any such licence
contract or
arrangement; and
15.2.3 used by Business Personnel for the purpose of
carrying on any
activities other than Permitted Activities
except with the prior consent in writing of the Party to
whose affairs such Protected information relates.
15.3 Nothing in Clause 15 shall apply:-
15.3.1 to any Protected Information which, before it is
furnished to Business
Personnel is in the public domain;
15.3.2 to any Protected Information which, after it is
furnished to Business
Personnel:-
(a) is acquired by NGC or any subsidiary of NGC in
circumstances in which this Clause 15 does not
apply; or
(b) is acquired by NGC or any subsidiary of NGC in
circumstances in which this clause 15 does apply
and
thereafter ceases to be subject to the
restrictions imposed
by this Clause 15; or
(c) enters the public domain
and in any such case otherwise than as a result of:-
(i) a breach by NGC or any subsidiary of NGC of
its obligations in this Clause 15; or
(ii) a breach by the person who disclosed that
Protected Information of that person's
confidentiality obligation and NGC or any
of its subsidiaries is aware of such breach;
or
15.3.3 to the disclosure of any Protected Information to
any person if NGC or
any subsidiary of NGC is required or expressly
permitted to make such
disclosure to such person:-
(a) in compliance with the duties of NGC or any
subsidiary
under the Act or any other requirement of a
Competent
Authority; or
(b) in compliance with the conditions of the NGC
Transmission
Licence or any document referred to in the NGC
Transmission
Licence with which NGC or any subsidiary of NGC is
required
to comply by virtue of the Act or the NGC
Transmission
Licence; or
(c) in compliance with any other requirement of law;
or
(d) in response to a requirement of any recognised
stock exchange
or regulatory authority or the Panel on Takeovers
and Mergers; or
(e) pursuant to the Arbitration Rules for the
Electricity Supply
Industry Arbitration Association or pursuant to
any judicial
or other arbitral process or tribunal having
jurisdiction in
relation to NGC or any of its subsidiaries; or
(f) in compliance with the requirements of Section 35
of the Act
and with the provisions of the Fuel Security Code;
or
15.3.4 to any Protected Information to the extent that
NGC or any of its
subsidiaries is expressly permitted or required to
disclose that information
under the terms of any agreement or arrangement
(including this Agreement,
the Grid Code, the Distribution Codes and the Fuel
Security Code as
defined in the Connection Agreement) with the Party to
whose affairs such
Protected Information relates.
15.4 NGC and its subsidiaries may use all and any information or
data supplied to or acquired by it, from or in relation to
the other Party in performing Permitted Activities including
for the following Purposes:-
15.4.1 the operation and planning of the NGC Transmission
System;
15.4.2 the calculation of charges and preparation of
offers of terms for
connection to or use of the NGC Transmission System;
15.4.3 the operation and planning of the Ancillary
Services Business (as
defined in the NGC Transmission Licence) and the
calculation of
charges therefor;
15.4.4 the operation of the Settlements Business (as
defined in the NGC
Transmission Licence);
15.4.5 the provision of information under the British
Grid Systems
Agreement and the EdF Protocol (as defined in the
Connection
Agreement);
and may pass the same to subsidiaries of NGC which carry out
such activities and the parties hereto agree to provide all
information to NGC and its subsidiaries for such purposes.
15.5 NGC undertakes that, having regard to the activities in
which any Business Person is engaged and the nature and
effective life of the Protected Information divulged to him
by virtue of such activities, neither NGC nor any of its
subsidiaries shall unreasonably continue (taking into
account any industrial relations concerns reasonably held by
it) to divulge Protected Information or permit Protected
Information to be divulged by any subsidiary of NGC to any
Business Person
15.5.1 who has notified NGC or the relevant subsidiary of
his intention to
become engaged as an employee or agent of any other
person (other
than of NGC or any subsidiary thereof) who is
(a) authorised by licence or exemption to generate,
transmit,
or supply electricity; or
(b) an electricity broker or is known to be engaged in
the
writing of electricity purchase contracts (as
defined in the
NGC Transmission Licence); or
(c) known to be retained as a consultant to any such
person
who is referred to in (a) or (b) above; or
15.5.2 who is to be transferred to the Generation
Business save where NGC or
such subsidiary could not, in all circumstances
reasonably be expected
to refrain from divulging to such Business Person
Protected Information
which is required for the proper performance of his
duties.
15.6 Without prejudice to the other provisions of this Clause 15
NGC shall procure that any additional copies made of the
Protected Information, whether in hard copy or computerised
form, will clearly identify the Protected Information as
protected.
15.7 NGC undertakes to use all reasonable endeavours to procure
that no employee is a Corporate Functions Person unless the
same is necessary for the proper performance of his duties.
15.8 Confidentiality other than for NGC and its Subsidiaries.
15.8.1 The PES hereby undertakes with NGC and its
subsidiaries that it
shall preserve the confidentiality of, and not directly
or indirectly
reveal, report, publish, disclose or transfer or use
for its own
purposes Confidential Information except in the
circumstances
set out in Clause 15.8.2 or to the extent expressly
permitted by
this Agreement or with the consent in writing of NGC.
15.8.2 Exceptions: the circumstances referred to in
Clause 15.8.1 are:-
15.8.2.1 where the Confidential Information, before it
is
furnished to the PES, is in the public domain; or
15.8.2.2 where the Confidential Information, after it
is
furnished to the PES:-
(a) is acquired by the PES in circumstances in
which this Clause 15 does not apply; or
(b) is acquired by the PES in circumstances in
which this Clause 15 does apply and there-
after ceases to be subject to the
restrictions
imposed by this Clause 15; or
(c) enters the public domain and in any such
case otherwise than as a result of a breach
by the PES of its obligations in this Clause
15 or a breach by the person who disclosed
that Confidential Information of that
person's
confidentiality obligation; or
15.8.2.3 if the PES is required or permitted to make
disclosure of
the confidential Information to any person:-
(i) in compliance with the duties of the PES
under
the Act or any other requirement of a
Competent
Authority;
(ii) in compliance with the conditions of any
Licence
or any document referred to in any Licence
with
which the PES is required to comply;
(iii) in compliance with any other requirement
of law;
(iv) in response to a requirement of any stock
exchange
or regulatory authority or the Panel on
Takeovers
and Mergers; or
(v) pursuant to the Arbitration Rules for the
Electricity
Supply Industry Arbitration Association or
pursuant
to any judicial or other arbitral process or
tribunal
having jurisdiction in relation to the PES;
or
15.8.2.4 when Confidential Information is furnished by
the PES to the
employees, directors, agents, consultants and
professional
advisers of the PES, in each case on the basis set
out in the
sub-clause 15.9.
15.9 With effect from the date of this Agreement the PES shall
adopt procedures within its organisation for ensuring the
confidentiality of all Confidential Information which it is
obliged to preserve as confidential under Clause 15.8.
These procedures are:-
15.9.1 the Confidential Information will be disseminated
within the PES only
on a "need to know" basis;
15.9.2 employees, directors, agents, consultants and
professional advisers
of the PES in receipt of Confidential Information will
be made
fully aware of the PES's obligations of confidence in
relation
thereto; and
15.9.3 any copies of the Confidential Information whether
in hard copy
or computerised form will clearly identify the
Confidential
Information as confidential.
16. DEALINGS WITH LAND
16.1 Each party agrees that it shall not by any act or default
render the PES's Assets or the assets of NGC on NGC's Land
(as appropriate) liable to any distress, execution or other
legal process, and in the event that such assets shall
become so liable, shall forthwith give notice of any such
proceedings to the other Party and shall forthwith notify
any third party instituting any such process of the
ownership of such assets.
16.2 If NGC desires to mortgage or charge any of its land or its
interest therein on which any of the PES's Assets are
located or if either party desires to mortgage or charge any
of its own assets or to enter into any arrangement which, if
made, might affect the rights of the other Party expressly
granted herein, then that Party shall ensure that the other
Party's assets are not and will not be subject to the rights
granted therein and are not and will not be affected by the
mortgage, legal charge or other agreement or arrangement,
and shall give written notification thereof to the other
Party.
16.3 In the event that NGC shall wish to grant rights over or
dispose of any interest in or change the use of any land to
which this Agreement applies NGC shall notify the PES of
such wish and fully consult with the PES in respect thereof
and shall not grant such rights or make such disposal or
change of use subject to and where appropriate with the
benefit of this Agreement and where the disposal involves
the Common Assets and/or Services shall procure that the
party to whom the interests are disposed of shall complete a
deed of covenant with the PES in such form as the PES shall
reasonably require to enable the PES to continue to have the
use of such Common Assets or Services to the same extent as
prior to such disposal.
17. LIMITATION OF LIABILITY
17.1 Save where any provision of this Agreement provides for an
indemnity and save as provided in this sub-clause 17.1 and
sub-clause 17.2 neither party (the "Party Liable") nor its
officers, employees or agents shall be liable to the other
party for loss arising from any breach of this Agreement
other than for loss directly resulting from such breach and
which at the date hereof was reasonably foreseeable as not
unlikely to occur in the ordinary course of events from such
breach and which resulted from:-
17.1.2 physical damage to the property of the other
Party, its officers,
employees or agents; and/or
17.1.2 the liability of the other Party to any other
person for loss
arising from physical damage to the property of such
other
person.
17.2 Nothing in this Agreement shall exclude or limit the
liability of the Party Liable for death or personal injury
resulting from the negligence of the Party Liable or any of
its officers, employees or agents and the Party Liable shall
indemnify and keep indemnified the other Party, its
officers, employees or agents, from and against all such and
any loss or liability which such other party may suffer or
incur by reason of any claim on account of death or personal
injury resulting from the negligence of the Party Liable,
its officers, employees or agents.
17.3 Save where any provision of this Agreement provides for an
indemnity neither the Party liable, nor any of its officers,
employees or agents shall in any circumstances whatsoever be
liable to the other party for:-
17.3.1 any loss of profit, loss of revenue, loss of use,
loss of contract
or loss of goodwill; or
17.3.2 any indirect or consequential loss; or
17.3.3 loss resulting from the liability of such other
Party to any
other person howsoever and whensoever arising save as
provided in sub-clauses 17.1.2 and 17.2.
17.4 The rights and remedies provided by this Agreement to the
parties are exclusive and not cumulative and exclude and are
in place of all substantive (but not procedural) rights or
remedies express or implied and provided by common law or
statute in respect of the subject matter of this Agreement,
including without limitation any rights either party may
possess in tort which shall include actions brought in
negligence and/or nuisance. Accordingly, each of the
parties hereby waives in the fullest extent possible all
such rights and remedies provided by common law or statute,
and releases the Party Liable its officers, employees and
agents to the same extent from all duties, liabilities,
responsibilities or obligations provided by common law or
statute in respect of the matters dealt with in this
Agreement and undertakes not to enforce any of the same
except as expressly provided herein.
17.5 Save as otherwise expressly provided in this Agreement, this
clause 17 insofar as it excludes or limits liability shall
override any other provision in this Agreement provided that
nothing in this clause 17 shall exclude or restrict or
otherwise prejudice or affect any of:-
17.5.1 the rights, powers, duties and obligations of
either Party which
are conferred or created by the Act, the NGC
Transmission
Licence, the PES Licence or the Electricity Supply
Regulations
1988 or any amendment or re-enactment thereof; or
17.5.2 the rights, powers, duties and obligations of the
Director or the
Secretary of State under the Act, any such Licence as
aforesaid
or otherwise howsoever.
17.6 Each of the sub-clauses of this clause 17 shall:-
17.6.1 be construed as a separate and severable contract
term, and if
one or more of such sub-clauses is held to be invalid,
unlawful
or otherwise unenforceable the other or others of such
sub-
clauses shall remain in full force and effect and shall
continue to
bind the parties; and
17.6.2 survive termination of this Agreement.
17.7 Each Party acknowledges and agrees that the other Party
holds the benefit of sub-clauses 17.1 and 17.2 and 17.3
above for itself and as trustee and agent for its officers,
employees and agents.
17.8 Each Party acknowledges and agrees that the provisions of
this clause 17 have been the subject of discussion and
negotiation and are fair and reasonable having regard to the
circumstances as at the date hereof.
18. INTELLECTUAL PROPERTY
All Intellectual Property relating to the subject matter of
this Agreement conceived, originated, devised, developed or
created by a Party, its officers, employees, agents or
consultants during the currency of this Agreement shall vest
in such Party as the sole beneficial owner thereof save
where the Parties agree in writing otherwise.
19. FORCE MAJEURE
If either Party (the "Non-Performing Party") shall be unable
to carry out any of its obligations under this Agreement due
to a circumstance of Force Majeure this Agreement shall
remain in effect but save as otherwise provided herein the
Non-Performing Party's obligations hereunder shall be
suspended without liability for a period equal to the
circumstance of Force Majeure provided that:-
(i) the Non-Performing Party gives the other Party prompt
notice describing
the circumstances of Force Majeure, including the
nature of the occurrence,
its expected duration and the particular obligations
affected by it, and
thereafter furnishes regular reports with respect
thereto during the period
of Force Majeure;
(ii) the suspension of performance is of no greater scope
and of no longer
duration than is required by the Force Majeure;
(iii) no liabilities of either Party that arose before
the Force Majeure causing
the suspension of performance are affected as a result
of the Force Majeure;
(iv) the non-performing Party uses all reasonable efforts to
remedy its
inability to perform; and
(v) as soon as practicable after the event which
constitutes Force Majeure
the Parties shall discuss how best to continue their
operations so far
as possible in accordance with this Agreement.
20. WAIVER
No delay or omission of NGC or the PES in exercising any
right, power, privilege or remedy under this Agreement shall
operate to impair such right, power, privilege or remedy or
be construed as a waiver thereof. Any single or partial
exercise of any such right, power, privilege or remedy shall
not preclude any other or future exercise thereof or the
exercise of any other right, power, privilege or remedy.
21. NOTICES
21.1 Any notice or other communication to be given by one Party
to the other under, or in connection with the matters
contemplated by, this Agreement shall be addressed to the
recipient and sent to the address, telex number or facsimile
number of such other Party given in Schedule 7 and marked
for the attention of the person so given or to such other
address, telex number and/or facsimile number and/or marked
for such other attention as such other Party may from time
to time specify by notice given in accordance with this
Clause 21 to the Party giving the relevant notice or other
communication to it.
21.2 Any notice or other communication to be given by one Party
to the other Party under, or in connection with the matters
contemplated by, this Agreement shall be in writing and
shall be given by letter delivered by hand or sent by first
class prepaid post (airmail if overseas) or telex or
facsimile, and shall be deemed to have been received:-
21.2.1 in the case of delivery by hand, when delivered;
or
21.2.2 in the case of first class prepaid post, on the
second day
following the day of posting or (if sent airmail from
overseas) on the firth day following the day of
posting; or
21.2.3 in the case of telex, on the transmission of the
automatic
answerback of the addressee (where such transmission
occurs before 1700 hours on the day of transmission)
and in any other case on the day following the day of
transmission; or
21.2.4 in the case of facsimile, on acknowledgment by the
addressee's facsimile receiving equipment (where such
acknowledgment occurs before 1700 hours on the day
of acknowledgment) and in any other case on the day
following the day of acknowledgment.
22. VARIATIONS
The provisions of Schedules 4 and 5 may be varied form time
to time by written memorandum referring to this Clause 22
and signed by an authorised office of each of the parties.
Subject thereto no variations to this Agreement shall be
effective unless made by way of supplemental deed.
23. OVERRIDING PROVISIONS
[23.1] In the event of any conflict between the obligations of
a successor to NGC or the PES hereunder and their
obligations under the NGC Transmission Licence and PES
Licence, the Act, any direction of the Secretary of State
for Energy, the Director or ruling of the Monopolies and
Mergers Commission, the Grid Code, under any Connection
Agreement or under any Supplemental Connection Agreement
relating to any of the PES's Assets, the provisions of the
NGC Transmission Licence and PES Licence, the Act, the Grid
Code, any Connection Agreement or any Supplemental
Connection Agreement relating to any of the PES's Assets,
the direction of the Secretary of State for Energy, the
Director, or ruling of the Monopolies and Mergers Commission
shall prevail and accordingly NGC and the PES respectively
shall not be responsible for any failure to perform their
respective obligations hereunder to the extent that any such
failure is directly attributable to proper compliance with
such provisions, rulings or directions.
[23.2 In the event of any inconsistency between the terms of
this Agreement and the terms of an agreement between NGC and
Nuclear Electric plc to take effect from 31st March 1990
relating to access to or use of property or equipment
affected by a Nuclear Site Licence ("the Nuclear Site
Licence Agreement") a copy of which as been disclosed to the
PES prior to the date hereof the terms of the latter shall
prevail.
23.3 The PES hereby covenants with NGC to comply with the
provisions of the Nuclear Site Licence Agreement in so far
as it affects the PES's Assets and the exercise by the PES
of its rights under this Agreement.
23.4 NGC hereby covenants with the PES to comply with the
provisions of the Nuclear Site Licence Agreement insofar as
it affects the NGC's Land and the assets of the NGC
thereon.]
24. ASSIGNMENT AND SUB-CONTRACTING
24.1 The PES shall not assign or otherwise deal (in whole or in
part) with its rights hereunder save that the PES may with
the prior written consent of NGC such consent not to be
unreasonably withheld:-
24.1.1 charge the rights as a whole,
24.1.2 assign the rights as a whole to a person holding a
Licence granted pursuant
to section 6(1)(c) or 6(2) of the Act or to a company
of which the PES
holds beneficially the whole of the issued share
capital or which holds
the whole of the issued share capital of the PES
24.1.3 assign the rights as a whole to an assignee which
is contemporaneously
acquiring a substantial part of the undertaking of the
PES in connection
with the distribution of electricity.
24.2 Each Party shall have the right to sub-contract or delegate
the performance of any of its obligations or duties arising
under this Agreement without the consent of the other. The
sub-contracting by either Party of the performance of any
obligations or duties under this Agreement shall not relieve
such Party from the liability for performance of such
obligation or duty.
25. ILLEGALITY AND PARTIAL INVALIDITY
25.1 If at any time any provision of this Agreement should become
or be declared unlawful, invalid, illegal or unenforceable
in any respect under the law of any jurisdiction, neither
the validity, legality or enforceability of the remaining
provisions nor the validity, legality or enforceability of
such provision under the law of any other jurisdiction shall
be affected.
25.2 If any part of a provision of this Agreement is or becomes
or is declared invalid, unlawful, illegal or unenforceable
but the rest of such provision would remain valid, lawful or
enforceable if part of the wording were deleted the
provision shall apply with such modifications as may be
necessary to make it valid, lawful, enforceable and
effective but without affecting the meaning of legality,
validity or enforceability of any other provision of this
Agreement.
26. TERM AND TERMINATION
This Agreement shall continue until none of the PES's Assets
are on any part of NGC's Land and no Common Assets or
Services are shared by or provided to the PES pursuant to
this Agreement.
27 AGREEMENT AS TO ASSETS, SERVICES AND COMMON ASSETS
27.1 The parties shall within twelve months of the date hereof
agree on the following:-
27.1.1 The PES's Assets which are actually on NGC's Land
as at the
date hereof and,
27.1.2 the Services and Common Assets which are on NGC's
Land
and are required by the PES as at the date hereof,
27.1.3 the Lines and Cables belonging to the PES and the
routes
thereof which are on and/or under NGC's Land as at the
date hereof,
27.1.4 in respect of the Services agreed upon pursuant to
the preceding
sub-clause of the kind specified in Part 2 of Schedule
5 details
of the level of quality or quantity of such Service as
at the
date hereof.
27.2 If the Parties fail to agree any of the matters referred to
in this Clause either may refer the same for resolution in
accordance with Clause 13 at any time after a disagreement
arises.
28. REGISTRATION AND MEMORANDUM
28.1 Where any or all of NGC's Land is registered or NGC's
interest therein is subject to compulsory registration at
H.M. Land Registry NGC agrees to apply to the Chief Land
Registrar for the registration as appropriate of the rights
and obligations granted by or contained in this Agreement
and further agrees to place on deposit at H.M. Land Registry
all relevant Land or Charge Certificates to enable such
registration to be effected as and when such Land or Charge
Certificate are available.
28.2 Where any of NGC's Land is not so registered or subject to
compulsory registration, NGC is entitled to procure within
six months of the date hereof that a memorandum of this
agreement is endorsed on or otherwise securely attached to
the most recent conveyance (in the case of a freehold
interest) or the lease under or pursuant to which NGC holds
NGC's land.
29. ENTIRE AGREEMENT
29.1 This Agreement contains or expressly refers to the entire
agreement between the Parties with respect to the subject-
matter hereof, and expressly excludes any warranty condition
or other undertaking implied at law or by custom, and
supersedes all previous agreements and understandings
between the Parties with respect thereto and each of the
Parties acknowledges and confirms that it does not enter
into this Agreement in reliance on any representation,
warranty or other undertaking not fully reflected in the
terms of this Agreement.
29.2 The parties acknowledge that each of them may have entered
or may enter into agreements with any generating company (as
defined in the Act) containing similar rights and/or
liabilities to those contained in this Agreement affecting
the PES's Assets NGC's Land and any assets thereon. The
Parties shall, when entering into such agreement with any of
the said generating companies, use reasonable endeavours to
avoid conflicts between the provisions thereof and the
provisions of this Agreement but in the event of any
conflict the Parties shall procure that appropriate
arrangements are made to settle the same to give full effect
(so far as practicable) to the rights and liabilities under
this Agreement and under such other agreements as aforesaid.
Where relevant the provisions of Clause 8.3 shall apply. In
the event of any dispute as to such conflict and/or
arrangements the dispute shall be dealt with in accordance
with Clause 13.
IN WITNESS whereof this Agreement has been entered into under
seal the day and year first above
written.
SCHEDULE 1
The PES's Assets on NGC's Land
Assets of the following kind:-
(a) HV Apparatus including/comprising busbar isolators, circuit
breaker, earth switch,
current transformer, voltage transformer
(b) Termination Apparatus including/comprising overhead
connection tension
insulators and downdroppers/HV cable and sealing ends
(c) Protection, control and alarm apparatus (including
associated panels and
multicore cabling)
(d) Intertrip apparatus
(e) Standby diesels
(f) Connections to compressed air and oil installations
(g) Sections of water washing installations
(h) Spares excluding Strategic Spares
(i) Metering equipment
(j) Aerials
(k) MV supply cables and apparatus
(l) Batteries and associated apparatus
(m) Telecommunications apparatus
(n) Cathodic protection
To the extent not included as part of such assets the same shall
be deemed to include all control and
auxillary cables and associated terminations pipes and ducts and
other auxillary equipment exclusively
serving the same.
SCHEDULE 2
NGC'S Land
[Site address]
SCHEDULE 3
Security Details (Cl. 4)
Part 1
1. NGC Land
Security of NGC Site Compounds will be maintained in
accordance with the Electricity Supply Regulations 1988.
All buildings not enclosed within a site compound fence will
be securely locked to restrict unauthorised access. A local
management instruction will apply to the issue of security
keys.
Part 2
Plant MV LV Apparatus Safety Coordination Procedures (Cl. 4.5)
(1) In this Schedule:-
"Apparatus" means all equipment in which electrical
conductors are
used, supported or of which they may form a
part;
"Connection Site" shall have the meaning given to it in
the Grid Code;
"Existing Rules" means the rules, procedures or
current arrangements for
and relating to safety coordination across
boundaries
(to permit work to or testing on the system
of one of the
Parties which, for this to be done safely,
requires
isolation and/or other precautions on Plant
and/or MV
and/or LV Apparatus whether at, adjacent to
or remote
from the location of the work or testing)
which are in
force followed or complied with at NGC's Land
at the
date of this Agreement;
"Low Voltage" or "LV" means a voltage not exceeding 250
volts;
"Medium Voltage" means a voltage exceeding 250 volts but
not exceeding
or "MV" 650 volts;
"Plant" means fixed and moveable items used in
the generation
and/or supply and/or transmission and/or
distribution
of electricity, other than Apparatus.
(2) The Parties will continue to comply with the Existing Rules
pending any agreed modifications thereto.
(3) The Parties will arrange for the Existing Rules (if not
already in writing) to be written down, and in any event, to
be agreed between the person or persons responsible on
behalf of the relevant Parties for the coordination of
safety at each Connection Site(s).
SCHEDULE 4
Common Assets (Cl. 9.1)
Part 1
(a) Batteries
(b) Earthing Systems
(c) Telemetering Equipment
(d) Connections to insulating oil and SF6 gas
installations
(e) Miscellaneous MV/LV cabling
Part 2
(a) Communicating Equipment (excepting Telemetering
Equipment)
(b) Site lighting
SCHEDULE 5
Shared Services (Cl. 9.2)
Part 1
(a) AC and DC electrical supplies
(b) Compressed air for switchgear operation
(c) Water supplies
(d) Insulating Oil
(e) Fire fighting systems and use of adjacent
fire hydrants
(f) Use of system for transporting insulating oil
(g) Use of system for transporting Sulphur
hexafluoride
Part 2
(a) Toilet facilities
(b) Canteen facilities
(c) Public telephones
(d) Cranes and lifting equipment
(e) Security alarm systems
SCHEDULE 6
Charges for the Provision of Services
The charges to be made by NGC for the supply of Insulating
Oil shall be a proper charge having regard to the quantity
of the supply which charge shall be agreed locally from time
to time.
SCHEDULE 7
Addresses, Fax Nos., etc. (Cl. 21.)