EXHIBIT 10.7
THE NATIONAL GRID COMPANY PLC
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CONNECTION AND USE OF SYSTEM DOCUMENTATION
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DATED 30TH MARCH 1990
THE NATIONAL GRID COMPANY PLC (1)
and
OTHERS (2)
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MASTER
CONNECTION AND USE OF SYSTEM AGREEMENT
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CONTENTS
Page
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Master Agreement 1-48
Schedule 1 - NGC/Users' Details 49-51
Schedule 2 - Definitions 52-87
Schedule 3 - Accession Agreement 88-89
Exhibit 1 - Supplemental Agreement Type 1 1-40
Exhibit 2 - Supplemental Agreement Type 2 1-61
Exhibit 3 - Supplemental Agreement Type 3 1-34
Exhibit 4 - Supplemental Agreement Type 4 1-36
Exhibit 5 - Supplemental Agreement Type 5 1-28
Exhibit 6 - Supplemental Agreement Type 6 1-28
Exhibit 7 - Connection Application 1-6
Exhibit 8 - Connection Offer 1-8
Exhibit 9 - Use of System Application (Generators) 1-7
Exhibit 10 - Use of System Application (Suppliers) 1-10
Exhibit 11 - Modification Application 1-5
Exhibit 12 - Modification Offer
Exhibit 13 - Modification Notification
Exhibit 14 - Ancillary Services Agreement
Exhibit 15 - Interface Agreement Type 1
Exhibit 16 - Interface Agreement Type 2
Exhibit 17 - Interface Agreement Type 3
MASTER AGREEMENT
CONTENTS
Clause Title Page
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1. Interpretation and Construction 2
2. Supplemental Agreements 3
3. Ancillary Services 7
4. Interface Agreement 7
5. Nuclear Installations 8
6. Principles of Ownership 10
7. Metering 11
8. Ngc Obligations 12
9. Compliance with the Grid Code/Distribution Code 12
10. Modifications 14
11. New Connection Sites 16
12. General Provisions Concerning Modifications and
New Connection Sites 16
13. Additional Parties 18
14. Payment 19
15. Limitation of Liability 21
16. Duration and Termination 24
17. Events of Default/Deenergisation 24
18. Transfer and Subcontracting 26
19. Confidentiality 28
20. Intellectual Property 35
21. Force Majeure 35
22. Waiver 37
23. Notices 37
24. Counterparts 38
25. Variations 38
26. Dispute Resolution 39
27. Jurisdiction 42
28. Governing Law 42
29. Severance of Terms 43
30. Language 43
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 SEI 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 has the following principal purposes:
(i) to establish 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 NGC 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:
1. 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 If in order to comply with any obligation in 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 endeavors
to obtain including (if there are reasonable grounds therefor) pursuing
any appeal in order to obtain such Consent.
1.3.1. 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.
1.3.2. 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.
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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 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; 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.
2. 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:
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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 dependent 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 persons; 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
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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.
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
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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 NGC 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
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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 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.
3. 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.
4. 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 Agreements)
is/are required pursuant to the applicable Supplemental Agreement or
otherwise.
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5. 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
provision), in circumstances affecting a generator or 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 defense (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 acting 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 endeavors 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
SDC1, 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 this
Agreement, the Nuclear Generator shall be entitled upon giving reasonable
notice
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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 Notice Installation 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.
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6. 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
in the busbar side 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 busbar 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:
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(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.
7. 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.
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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 the 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 the 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.
8. 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.
9. 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:
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(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.
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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.
10. 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) any event not more than 3 months after receipt by NGC of
the Modification Application. The Modification Offer shall
include details of any variation 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
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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 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
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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.
11. NEW CONNECTION SITES
11.1 If a User wishes to connect a New Connection Site it shall complete and
submit to NGC a 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.
12. 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
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implications (including the feasibility) of making a Modification to the
User's Equipment or the Users 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 provisions 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.
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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.
13. 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.
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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.
14. 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 relaxant Supplemental Agreement NGC
shall despatch an invoice on or before the 1st day of a month
covering the charge 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
19
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 1
or in the case of sums payable to a User the account number, bank and
branch of the User set out in Schedule 1 (or such other account and/or
bank as NGC or a User may from time to time notify in 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 such 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.
20
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.
15. 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.
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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),
22
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)
owned to it under or pursuant to this Agreement.
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16. 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.
17. 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 in 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
24
the whole or any material part of its assets or undertaking is
appointed; or
(c) 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
(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(pound)750 there was inserted(pound)250,000 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 this 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
25
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 60.2.3 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 the 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.
18. 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
26
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
27
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.
19. 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;
28
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 purchase of carrying 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 10.1 does apply and
thereafter ceases to be subject to the restrictions imposed
by such Sub-Clause; or
29
(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'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
License or any document referred to in the Transmission
License with which NGC or any subsidiary of NGC is required
by virtue of the Act or the NGC Transmission License 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
30
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:
31
(a) authorized by license 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 License); or
(c) know 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 provisions of this Clause 19 NGC shall
procure that any additional copies made of the Protected Information
whether in hard copy or computerized form, will clearly identify the
Protected Information as protected.
19.6 NGC undertakes to use all reasonable endeavors to procure that no employee
is a Corporate Functions Person unless the same is necessary for the
proper performance of his 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 and 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 License).
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
32
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 the 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 operator of
the relevant Distribution System. The said operator of the relevant
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,
33
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 License or any
document referred to in any License 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 Users; 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 organization 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;
34
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 computerized 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 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 Master Agreement and the relevant Supplemental Agreement
shall remain in effect but:
(a) the Non-Performing Party's relevant obligations;
35
(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;
(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, any
Supplemental Agreement and the Grid Code.
36
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.
23. 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
37
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
answering-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 License or an order
or direction made pursuant to the Act or a License 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.
38
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) 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 31st 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 1st 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.
26. DISPUTE RESOLUTION
26.1 Save where expressly stated in this Agreement to the contrary and subject
to any contrary provision of the Act, any License, or the Regulations, or
the rights,
39
powers, duties and obligations of the Director or the Secretary of State
under the Act, any License 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 a 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 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
40
proceedings (pursuant to the Rules of the Supreme Court 1965 or the County
Court Rules 1881) 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.
41
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 judgment 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-Clause 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.
42
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 authorized representatives of the
Parties the date first above written.
THE NATURAL GRID COMPANY PLC
By /s/ E. Clefueux
- -------------------------------
NATIONAL POWER PLC
By /s/
- -------------------------------
POWERGEN PLC
By /s/ R. Melville
- -------------------------------
NUCLEAR ELECTRIC PLC
By /s/ E. Clefueux
- -------------------------------
43
THE NATIONAL GRID COMPANY PLC
(PUMPED STORAGE DIVISION)
By /s/
- -------------------------------
BRITISH NUCLEAR FUELS PLC
By /s/
- -------------------------------
UNITED KINGDOM ATOMIC ENERGY AUTHORITY
By /s/ Richard Pechover
- -------------------------------
CENTRAL POWER LTD
By /s/
- -------------------------------
EASTERN ELECTRICITY PLC
By /s/ W E Watson
- -------------------------------
EAST MIDLANDS ELECTRICITY PLC
By /s/ P J Champ
- -------------------------------
LONDON ELECTRICITY PLC
By /s/
- -------------------------------
MANWEB PLC
By /s/
- -------------------------------
MIDLANDS ELECTRICITY PLC
By /s/
- -------------------------------
44
NORTHERN ELECTRIC PLC
By /s/
- -------------------------------
NORWEB PLC
By /s/
- -------------------------------
SEEBOARD PLC
By /s/ E M Wide
- -------------------------------
SOUTHERN ELECTRIC PLC
By /s/
- -------------------------------
SOUTH WALES ELECTRICITY PLC
By /s/
- -------------------------------
SOUTH WESTERN ELECTRICITY PLC
By /s/ M J Carson
- -------------------------------
YORKSHIRE ELECTRICITY GROUP PLC
By /s/
- -------------------------------
45
SCHEDULE 1
NGC/USERS
NAME NOTICES BANK DETAILS
(and registered number) (address as registered
(and registered office) office unless otherwise
stated)
(telex number)
(fax number)
THE NATIONAL GRID COMPANY PLC TELEX: 25815
2366977 FAX: 01-620 8547
National Grid House
Summer Street
London SEI 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 7Registrable Securities 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
2
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 87124
South Electricity House
Littlewick Green
Maidenhead
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
2366996
Scarcroft
Leeds LS14 3HS
3
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 = 1GW
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
Section 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 a particular combination of weather elements which
(ACS) Conditions" 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.
2
"Authorized Electricity any person (other than NGC in its capacity as
Operator" 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 HGC, 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.
3
"Commercial Ancillary Ancillary Services, other than System Ancillary
Services" 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 non-exhaustive
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 to separate capability
description. Defined terms used in this definition
are defined in the Grid Code.
4
"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.
5
"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" that portion of the Grid Code which is identified
or "CC" 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.
6
"Connection Site Demand the capability of a Connection Site to take power
Capability" 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" the portion of the Grid Code which is identified
or "DRC" 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 the movement of any isolator, breaker or switch or
the removal
"Deenergise(d)" of any fuse whereby no Electricity can flow to or
from the relevant System through the User's
Equipment.
7
"Demand" the demand of MW and MVA 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.
8
"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 arbitration pursuant to the arbitration rules of
Procedure" 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 Licence(s) 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.
9
"Energisation" or the movement of any isolator, breaker or switch or
"Energise(d)" 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 12 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.
10
"Force Majeure" in relation to any Party any evnt 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,
lckout or other industrial disturbance, act of the
public eemy, war declared or undeclared, threat of
war, terroist 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,
falut or failure of Plant and Apparatus (which
could not have been prevnted by Good Industry
Practice), governmental restraing, Act of
Parliament, other legislation, bye law and
Directive (not being any order, regulation or
direction unde 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 authorized 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 License" the license granted to a Geneator pursuant to
Section 6(1)(a) of the Act.
"Generating Plant" a Power Station subject to Central Dispatch.
11
"Generating Unit" unless otherwise provided in the Grid Code any
Apparatus which produces electricity.
"Generator" a person who generates electricity under license
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 exected 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 Licensee, as from time to time
revised in accordance with the Transmission
License.
"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 a Power Station not subject to Central Dispatch.
Plant"
"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
licenses 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.
12
"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.
"License" any license granted pursuant to Section 6 of the
Act.
"License Standards" the standards to be met by NGC under Condition 12
of the Transmission License.
"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 License, other
than the Generating Business.
"Main Business Person" any employee of NGC or any directo 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 Conetion Site or the site
of connection which in either case involves that
Party in expenditure of more than (pound)10,000.
"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.
13
"Minor Independent Any Independent Generating Plant with a Registered
Generating Plant" 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 theform or substantially in the
form set out in Exhibit 13.
"Modification Offer" an offer in the fom 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 Supplement Agreement in force between
the Parties.
14
"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 sysem consisting (wholly or mainly) of high
voltage electric lines owned or opeated 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 Pant 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.
15
"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 faul(s) which includes
System to Generating Plan and Sysem to Demand
intertripping schemes.
"Operational Metering meters, instrument transformers (both voltage and
Equipment" current), transducers, metering protection
equipment incuding 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.
16
"Part 1 System Ancillary Ancillary Services which are required for System
Services" 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 statis compensators
- Frequency Control by means of Frequency
Sensitive Generation.
"Part 2 System Ancillary Ancillary Services which are requied for System
Services" reasons and which must be provided by a Unser if
the User has agreed to provide them under a
Supplemental Agreement. A non-exhaustive list of
Part 2 System Ancillary Services is included in
the Grid Code (in that part of CC8.1 headed Part
2) namely:-
- 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 Grod Code which is identified
as the Planning Code.
17
"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 the agreement of that title for the time being
Agreement" 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 a holder of a Public Electricity Supply License.
Supplier" or "PES"
"Public Electricy Supply a license issued under Section 6(a)(c) of the Act.
License"
18
"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 cosumed
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 define 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 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
sub-station owned by NGC and (b) are by agreement
between NGC and (b) are by agreement between NGC
and such PES or User under the direction and
control of such PES or User.
19
"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 co-ordination 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 safeguarged 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 that portion of the Grid Code which specifies the
Despatch Code" Scheduling and Despatch process.
"Second Tier Supplier" a holder of a Second Tier Supply License.
or "STS"
"Second Tier Supply License" a licence granted under Section 6(2)(a) of the
Act.
20
"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 Ralted Underaking)
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 a schedule containing the information and prepared
Schedule" on the basis of the provisions set out in Appendix
1 of the CC.
"Small Independent any Independent Generating Plant with a Registered
Generating Plant" 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
21
(iii) separated from each other only by
road, railway or watercourse or by
other premises (other than a
pipe-line, 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 Electricy (Class
Exemptions from the Requirement for
a License) Order 1990.
"STS Demand" the Demand (Active Power) of any STS which is
atributable 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 paragrah 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.
22
"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 opeation 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 ehalf of any one or
more persons.
"Transmission License" the license 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.
23
"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 License and in the
Supplemental Agreements but shall not include
Connection Charges.
"User's License" a User's license 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 byreference 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.
24
"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 tha 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
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.
25
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 etablishing 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 MGC 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 contrued
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) whould be read and construed as references to the
Master Agreement and this Agreement.
6. This Agreement shall be governed by and contrued in all respects in
accordance with English law and the provisions of Clause 27 of the Master
Agreement shall apply hereto mutatuis mutandis.
2
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:
Attention:
Bank Details:
The National Grid Company PLC (for itself and on behalf of each of the Parties
to the Master Agreement).
By: