Exhibit 10.6
Dated 1 APRIL 1998
THE NATIONAL GRID COMPANY plc
and
SOUTH WESTERN ELECTRICITY plc
---------------------------------------
AGREEMENT TO VARY
Certain Type 1, Type 2, Type 3, Type 4, Type 5
and Type 6 Supplemental Agreements
----------------------------------------
CONTENTS
Page
1. Interpretation 2
2. Amendments 2
3. Continuation of the Agreements 2
4. Miscellaneous 3
5. Entire Agreement 3
6. Governing Law 3
7. Restrictive Trade Practices Act 3
Schedule 1: Amendments to the Type 1 Supplemental Agreements 5
Schedule 2: Amendments to the Type 2 Supplemental Agreements 7
Schedule 3: Amendments to the Type 3 Supplemental Agreements 9
Schedule 4: Amendments to the Type 4 Supplemental Agreements 10
Schedule 5: Amendments to the Type 5 Supplemental Agreements 12
Schedule 6: Amendments to the Type 6 Supplemental Agreements 13
Schedule 7: Appendix E Charging Rules 15
Schedule 8: Appendix EE Reactive Power 32
Schedule 9: The Supplemental Agreements 33
THIS AGREEMENT is made on 1 April 1998 BETWEEN
(1) THE NATIONAL GRID COMPANY plc (registered number 2366977) whose
registered office is at National Xxxx Xxxxx, Xxxxx Xxxxxx Xxxx,
Xxxxxxxx XX0 0XX ('NGC');
(2) SOUTH WESTERN ELECTRICITY plc (registered number 2366894) whose
registered office is at 000 Xxxx Xxxxxx, Xxxxx West, Almondsbury,
Bristol B512 4SE (the 'User") which expression shall include its
successors and assigns.
WHEREAS
(A) by the Master Connection and Use of System Agreement dated 30th March
1990 (the "Master Agreement") the Parties thereto agreed to give effect
to and be bound by certain rules and procedures for establishing a
contractual framework between the parties pursuant to which
Supplemental Agreements will from time to time be made, for connection
of Plant and Apparatus to the NGC Transmission System, for the use by
the Parties of the NGC Transmission System and the payment of charges
to NGC; and pursuant to the terms of the Master Agreement NGC and the
User entered into:-
(a) the Type 1 Supplemental Agreements listed in Columns 1 and 2 in Part 1
of Schedule 9 in respect of the Connection Sites listed in Column 3 in
Part I of Schedule 9 (the "Type I Agreements");
(b) the Type 2 Supplemental Agreements listed in Columns 1 and 2 in Part 2
of Schedule 9 in respect of the Connection Sites listed in Column 3 in
Part 2 of Schedule 9 (the "Type 2 Agreements");
(c) the Type 3 Supplemental Agreements listed in Columns 1 and 2 in Part 3
of Schedule 9 in respect of the sites of connection in Column 3 in Part
3 of Schedule 9 (the "Type 3 Agreements");
(d) the Type 4 Supplemental Agreements listed in Columns 1 and 2 in Part 4
of Schedule 9 in respect of the sites of connection in Column 3 in Part
4 of Schedule 9 (the "Type 4 Agreements");
(e) the Type 5 Supplemental Agreements listed in Columns 1 and 2 in Part 5
of Schedule 9 in respect of the sites of connection in Column 3 in Part
5 of Schedule 9 (the "Type 5 Agreements"); and
(f) the Type 6 Supplemental Agreements listed in Columns 1 and 2 in Part 6
of Schedule 9 in respect of the sites of connection in Column 3 in Part
6 of Schedule 9 (the "Type 6 Agreements");
(B) the parties to this Agreement have agreed to amend the Agreements on
the terms and subject to the conditions set out below.
NOW THIS AGREEMENT WITNESSES as follows:-
1. INTERPRETATION
l.1 Except where defined herein or where the context otherwise requires,
words and expressions defined in the Master Agreement and the
Agreements shall have the same respective meanings when used in this
Agreement.
1.2 The table of contents and the headings to each of the Clauses are
inserted for convenience only and shall be ignored in construing this
Agreement.
2. AMENDMENTS
The parties hereby agree that with effect from 1st April 1998:- (a) the
Type 1 Agreements shall be amended as set out in Schedule 1; (b) the
Type 2 Agreements shall be amended as set out in Schedule 2; (c) the
Type 3 Agreements shall be amended as set out in Schedule 3; (d) the
Type 4 Agreements shall be amended as set out in Schedule 4; (e) the
Type 5 Agreements shall be amended as set out in Schedule 5; and (f)
the Type 6 Agreements shall be amended as set out in Schedule 6.
3. CONTINUATION OF THE AGREEMENTS
Each of the Agreements shall remain in force and effect and this
Agreement and each of the Agreements shall be treated as one document
so that, upon each of the Agreements being amended pursuant to Clause
2, all references to each of the Agreements shall be treated as
references to that agreement as amended by this Agreement.
4. MISCELLANEOUS
The provisions of Clauses 22 to 27 (inclusive) and 29 to 30 (inclusive)
of the Master Agreement shall be deemed to be incorporated herein
mutatis mutandis.
5. ENTIRE AGREEMENT
5.1 Each party acknowledges that in entering into this Agreement on the
terms set out herein it is not relying upon any representation,
warranty, promise or assurance made or given by any other party or any
other person, whether or not in writing, at any time prior to the
execution of this Agreement which is not expressly set out herein.
5.2 None of the parties shall have any right of action against any other
party arising out of or in connection with any representation,
warranty, promise or assurance referred to in Sub-Clause 5.1 (except in
the case of fraud).
6. GOVERNING LAW
This Agreement shall be governed by, and construed in all respects in
accordance with, English Law.
7. RESTRICTIVE TRADE PRACTICES ACT
Any restriction or information provision (as each of those terms are
defined or construed in Section 43(1) of The Restrictive Trade
Practices Act 1976) contained in
this Agreement, or any provision contained in this Agreement adding to
or extending any restriction or information provision contained in any
of the Agreements shall not take effect or shall cease to have
affect:-
(a) if a copy of this Agreement is not provided to the
Department of Trade and Industry ("DTI") within 28 days of the
date of this Agreement; or (b) if within 28 days of the
provision of that copy to the DTI, the DTI gives notice of
objection to the party providing it.
IN WITNESS whereof the hands of the duly authorised representatives of the
parties hereto at the date first above written
THE NATIONAL GRID COMPANY plc )
)
by )
SCHEDULE 1
In each of the Type I Supplemental Agreements listed at Schedule 9 Part 1:-
(a) At Clause 1.1 the definition of Qualifying Guarantee shall be deleted
and replaced with the following definition:
"means a guarantee in favour of NGC in a form proposed by the User and
agreed by NGC (whose agreement shall not be unreasonably withheld or
delayed) and which is provided by an entity which holds an Approved
Credit Rating."
(b) Clause 8 shall be deleted and replaced with the following clause:
"REACTIVE POWER
With regard to the Obligatory Reactive Power Service and all Enhanced
Reactive Power Services the provisions of Appendix EE to this
Supplemental Agreement shall apply".
(c) Clause 17.6A.3.2(b) shall be deleted and replaced with the following Clause:
"Deenergise the User's Equipment at any Connection Site which serves
only the User or a customer of the User."
(d) Clause 17.7.2 shall be deleted and replaced with the following Clause:
"NGC may terminate this Supplemental Agreement and all others to which
the User is a party forthwith by notice to the User if:-
(a) NGC has given a valid notice of default pursuant to Sub-Clause
17-6A.2 and
(b) such event of default remains unremedied at the expiry of the
later of
(i) the period of 6 months from the date of such notice;
and
(ii) where the User disputes bona fide the event of default
and has promptly brought and is actively pursuing
proceedings against NGC to determine the dispute, the
date on which the dispute is resolved or determined.
Upon termination pursuant to this Sub-Clause the User
shall pay to NGC the Termination Amount due under the terms of
the Charging Rules and the provisions of Clause 17.7.1(i)
shall apply mutatis mutandis".
(e) Appendix E Charging Rules shall be deleted and replaced with the
Appendix E Charging Rules in Schedule 7 to this Agreement.
(f) A new Appendix EE shall be inserted in the form set out in
Schedule 8 to this Agreement.
(g) The Contents page shall be amended to reflect the amendments at (b) and (f)
above.
SCHEDULE 2
In each of the Type 2 Supplemental Agreements listed at Schedule 9 Part 2:-
(a) At Clause 1.1 the definition of Qualifying Guarantee shall be deleted
and replaced with the following definition:
"means a guarantee in favour of NGC in a form proposed by the User and
agreed by NGC (whose agreement shall not be unreasonably withheld or
delayed) and which is provided by an entity which holds an Approved
Credit Rating."
(b) A new clause 12A shall be added immediately after Clause 12 as follows:-
"12A REACTIVE POWER
With regard to the Obligatory Reactive Power Service
and all Enhanced Reactive Power Services the provisions of
Appendix EE to this Supplemental Agreement shall apply".
(c) Clause 22.6A.3.2(b) shall be deleted and replaced with the following clause:
"Deenergise the User's Equipment at any Connection Site which serves
only the User or a customer of the User."
(d) Clause 22.7.2 shall be deleted and replaced with the following clause:
"NGC may terminate this Supplemental Agreement and all others to which
the User is a party forthwith by notice to the User if:-
(a) NGC has given a valid notice of default pursuant to Sub-Clause
22.6A.2 and
(b) such event of default remains unremedied at the expiry of the
later of
(i) the period of 6 mouths from the date of such notice; and
(ii) where the User disputes bona fide the event of default and
has promptly brought and is actively pursuing proceedings
against NGC to determine the dispute, the date on which the
dispute is resolved or determined.
Upon termination pursuant to this Sub-Clause the User shall pay to NGC
the Termination Amount due under the terms of the Charging Rules and
the provisions of Sub-Clause 22.7.1(i) shall apply mutatis mutandis".
(e) Appendix E Charging Rules shall be deleted and replaced with the
Appendix E Charging Rules in Schedule 7 to this Agreement.
(f) A new Appendix EE shall be inserted in the form set out in
Schedule 8 to this Agreement.
(g) The Contents page shall be amended to reflect the amendments at
(b) and (f) above.
SCHEDULE 3
In each of the Type 3 Supplemental Agreements listed at Schedule 9 Part 3:-
(a) At Clause 1.1 the definition of Qualifying Guarantee shall be deleted
and replaced with the following definition:
"means a guarantee in favour of NGC in a form proposed by the User and
agreed by NGC (whose agreement shall not be unreasonably withheld or
delayed) and which is provided by an entity which holds an Approved
Credit Rating."
(b) Clause 7 shall be deleted and replaced with the following clause:
"REACTIVE POWER
With regard to the Obligatory Reactive Power Service and all Enhanced
Reactive Power Services the provisions of Appendix EE to this
Supplemental Agreement shall apply:-
(c) Clause 13.6A.3.2(b) shall be deleted and replaced with the following clause:
"Deenergise the User's Equipment at any Connection Site which serves
only the User or a customer of the User."
(d) Clause 13.7.2 shall be deleted and replaced with the following clause:
"NGC may terminate this Supplemental Agreement and all others to which
the User is a party forthwith by notice to the User if:-
(a) NGC has given a valid notice of default pursuant to Sub-Clause
13.6A.2 and
(b) such event of default remains unremedied at the expiry of the
later of
(i) the period of 6 months from the date of such notice; and
(ii) where the User disputes bona fide the event of default and
has promptly brought and is actively pursuing proceedings
against NGC to determine the dispute, the date on which the
dispute is resolved or determined.
Upon termination pursuant to this Sub-Clause the provisions of Clause
13.7.1 shall apply mutatis mutandis".
(e) Appendix E Charging Rules shall be deleted and replaced with the Appendix E
Charging Rules in Schedule 7 to this Agreement.
(f) A new Appendix EE shall be inserted in the form set out in Schedule 8 to
this Agreement.
(g) The Contents page shall be amended to reflect the amendments at (b) and (f)
above.
SCHEDULE 4
In each of the Type 4 Supplemental Agreements listed at Schedule 9 Part 4:-
(a) At Clause 1.1 the definition of Qualifying Guarantee shall be deleted
and replaced with the following definition:
"means a guarantee in favour of NGC in a form proposed by the User and
agreed by NGC (whose agreement shall not be unreasonably withheld or
delayed) and which is provided by an entity which holds an Approved
Credit Rating."
(b) Clause 9 shall be deleted and replaced with the following clause:
"REACTIVE POWER
With regard to the Obligatory Reactive Power Service and all Enhanced
Reactive Power Services the provisions of Appendix EE to this
Supplemental Agreement shall apply".
(c) Clause 15.6A.3.2(h) shall be deleted and replaced with the following clause:
"Deenergise the User's Equipment at any Connection Site which serves
only the User or a customer of the User."
(d) Clause 15.7.2 shall be deleted and replaced with the following clause:
"NGC may terminate this Supplemental Agreement and all others to which
the User is a party forthwith by notice to the User if:-
(a) NGC has given a valid notice of default pursuant to
Sub-Clause 15.6A.2 and
(b) such event of default remains unremedied at the expiry of
the later of
(i) the period of 6 months from the date of such notice; and
(ii) where the User disputes bona fide the event of default and has
promptly brought and is actively pursuing proceedings against NGC
to determine the dispute, the date on which the dispute is
resolved or determined.
Upon termination pursuant to this Sub-Clause the provisions of Clause
15.7.1 shall apply mutatis mutandis".
(e) Appendix E Charging Rules shall be deleted and replaced with the
Appendix E Charging Rules in Schedule 7 to this Agreement.
(f) A new Appendix EE shall be inserted in the form set out in Schedule 8 to
this Agreement.
(g) The Contents page shall be amended to reflect the amendments at (b) and (f)
above.
SCHEDULE 5
In each of the Type 5 Supplemental Agreements listed at Schedule 9 Part 5:-
(a) At Clause 1.1 the definition of Qualifying Guarantee shall be deleted
and replaced with the following definition:
"means a guarantee in favour of NGC in a form proposed by the User and
agreed by NGC (whose agreement shall not be unreasonably withheld or
delayed) and which is provided by an entity which holds an Approved
Credit Rating."
(b) A new Clause 5A shall be added immediately after Clause 5 as follows:
"5A REACTIVE POWER
With regard to the Obligatory Reactive Power Service
and all Enhanced Reactive Power Services the provisions of
Appendix EE to this Supplemental Agreement shall apply".
(c) Clause 8.5A.3.2(b) shall be deleted and replaced with the following clause:
"Deenergise the User's Equipment at any Connection Site which serves
only the User or a customer of the User."
(d) Clause 8.6.2 shall be deleted and replaced with the following clause:
"NGC may terminate this Supplemental Agreement and all others to which
the User is a party forthwith by notice to the User if:-
(a) NGC has given a valid notice of default pursuant to Sub-Clause
8.5A.2 and
(b) such event of default remains unremedied at the expiry of the
later of
(i) the period of 6 months from the date of such notice; and
(ii) where the User disputes bona fide the event of default
and has promptly brought and is actively pursuing
proceedings against NGC to determine the dispute, the date
on which the dispute is resolved or determined.
Upon termination pursuant to this Sub-Clause the
provisions of Clause 8.6.1 shall apply mutatis mutandis".
(e) Appendix E Charging Rules shall be deleted and replaced with the
Appendix E Charging Rules in Schedule 7 to this Agreement.
(f) A new Appendix EE shall be inserted in the form set out in Schedule 8 to
this Agreement.
(g) The Contents page shall be amended to reflect the amendments at (b) and (f)
above.
SCHEDULE 6
In each of the Type 6 Supplemental Agreements listed at Schedule 9 Part 6:-
(a) At Clause 1.1 the definition of Qualifying Guarantee shall be deleted
and replaced with the following definition:
"means a guarantee in favour of NGC in a form proposed by the User and
agreed by NGC (whose agreement shall not be unreasonably withheld or
delayed) and which is provided by an entity which holds an Approved
Credit Rating."
(b) A new Clause 8A shall be added immediately after clause 8 as follows:
"8A REACTIVE POWER
With regard to the Obligatory Reactive Power Service and all
Enhanced Reactive Power Services the provisions of Appendix EE
to this Supplemental Agreement shall apply".
(c) Clause 11.5A.3.2(b) shall be deleted and replaced with the following clause:
"Deenergise the User's Equipment at any Connection Site which serves
only the User or a customer of the User."
(d) Clause 11.6.2 shall be deleted and replaced with the following clause:
"NGC may terminate this Supplemental Agreement and all others to which
the User is a party forthwith by notice to the User if:
(a) NGC has given a valid notice of default pursuant to Sub-Clause
11.5A-2 and
(b) such event of default remains unremedied at the expiry of the
later of
(i) the period of 6 months from the date of such notice;
and
(ii) where the User disputes bona fide the event of
default and has promptly brought and is actively
pursuing proceedings against NGC to determine the
dispute, the date on which the dispute is resolved or
determined.
Upon termination pursuant to this Sub-Clause the provisions of Clause
11.6.1 shall apply mutatis mutandis".
(e) Appendix E Charging Rules shall be deleted and replaced with the
Appendix E Charging Rules in Schedule 7 to this Agreement.
(f) A new Appendix EE shall be inserted in the form set out in Schedule 8 to
this Agreement.
(g) The Contents page shall be amended to reflect the amendments at (b) and (f)
above.
SCHEDULE 0
XXXXXXXX X CHARGING RULES
Part 1 - Transmission Network Use of System Charges and Connection Charges
Introduction
Under the terms of this Supplemental Agreement the User is liable to pay
Transmission Network Use of System Charges based upon the Registered Capacity of
Generating Units passing Active Power on to and/or the Demand taken from the NGC
Transmission System and Connection Charges. The basis upon which Transmission
Network Use of System Charges and Connection Charges are levied according to a
User's particular circumstances are set out in the statement issued by NGC under
paragraphs 1, 2 and 3 of Condition 10 to the Transmission Licence.
1.1 Data Requirements
1.1.1 On or before a date not later than 10 Business Days after the
confirmation of the basis of calculation of charges pursuant to
paragraph 2.1 in each Financial Year the User shall supply NGC with
such data as NGC may from time to time reasonably request pursuant to
paragraph 2.1 to enable NGC to calculate, the Connection Charges and/or
Transmission Network Use of System Charges due from the User to NGC or
from NGC to the User (as the case may be) in respect of the Connection
Site including the data specified in Appendix C;
1.1.2 On or before a date not later than 10 Business Days after the
confirmation of the basis of calculation of charges pursuant to
paragraph 2.1 in each Financial Year, Users:
(a) who are owners or operators of a User System shall provide
to NGC a forecast for the following Financial Year of the
Natural Demand attributable to each Grid Supply Point equal to
the forecasts of Natural Demand under both Annual Average Cold
Spell (ACS) Conditions and a forecast of the average metered
Demand attributable to such Grid Supply Point (or such other
forecast as may be notified by NGC to the User pursuant to
paragraph 2.1) for each of a number of peak half-hours as
notified by NGC to the User under paragraph 2.1:
(b) who are Suppliers shall provide to NGC a forecast for the
following Financial Year of its metered Demand attributable to
each Transmission Network Use of System Demand Zone equal to
the average of the forecasts of Demand attributable to such
Transmission Network Use of System Demand Zone (or such other
forecast as may be notified by NGC to the User pursuant to
paragraph 2.1) for each of a number
of peak half-hours notified by NGC to the User under paragraph 2.1;
(c) who are Generators shall provide to NGC a forecast for the following
Financial Year of:
(i) the metered Station Demand (Active Power) attributable to
the Power Station for the Generating Units comprised therein
equal to the average of the forecasts of such Station Demand
(Active Power) (or such other forecast as may be notified by
NGC to the User pursuant to paragraph 2.1) attributable to the
sum of the Generating Units for each of a number of peak
half-hours as notified by NGC to the User under paragraph 2.1;
(ii) the highest Registered Capacity to be declared pursuant
to the terms of the Pooling and Settlement Agreement of each
Generating Unit comprised within a Power Station for the
period as notified by NGC to the User under paragraph 2.1;
(d) who are Generators and whose Equipment is comprised within a Trading
Site (as such term is defined in the Pooling and Settlement Agreement)
shall supply to NGC a forecast for the following Financial Year of:-
(i) the highest Registered Capacity declared pursuant to the
terms of the Pooling and Settlement Agreement of each
Generating Unit comprised within a Power Station which forms
part of such Trading Site; and
(ii) the average Demand within the Trading Site (other than
Station Demand) to be supplied by the Power Station in (i)
above for each of the number of peak half hours notified by
the User to NGC pursuant to paragraph 2.1;
(iii) the Station Demand for the Power Station within the
Trading Site, determined in accordance with paragraph
1.1.2(c)(i);
for the period as notified by NGC to the User under paragraph 2.1 and
NGC shall use such forecasts as the basis of Transmission Network Use
of System Charges for such Financial Year.
1.1.3 Variation of Charges by NGC during the Financial Year
The User shall notify NGC of any revision to the forecast Demand
submitted by the User under paragraph 1.1 of this Appendix E at least
quarterly or at such other intervals as may be agreed between NGC and
the User from time to time. NGC shall revise the Transmission Network
Use of System Charges payable by the User to take account of any such
revised forecast provided in accordance with this paragraph 1.1.3. NGC
shall commence charging the varied Transmission Network Use of System
Charges from the first
day of the month following the month in which such revised forecast was
received provided always that such forecast is provided before 15th day
of such month.
1.2 Reconciliation Statements
Initial Reconciliation Statements
1.2.1On or before 1 March in each Financial Year NGC shall promptly calculate
on the basis set out in the statement published by NGC in accordance with
Licence Condition 10 of the Transmission Licence the Demand related or
Generation related Transmission Network Use of System Charges (as the case
may be) that would have been Payable by the User during each month during
that Financial Year if those charges had been calculated on the basis of
the actual Demand data or the User's highest declared Registered Capacity
recorded during the Financial Year in respect of the forecasts which had
previously been provided by the User in accordance with paragraph 1.1 (the
"Actual Amount"'). NGC shall then compare the Actual Amount with the amount
of Demand related or Generation related Transmission Network Use of System
Charges (as the case may be) paid during each month during that Financial
Year by the User (the "Notional Amount").
1.2.2 As soon as reasonably practicable and in any event by 1st March in each
Financial Year NGC shall then prepare an initial reconciliation
statement and send it to the User. Such statement shall specify the
Actual Amount and the Notional Amount for each month during the
relevant Financial Year and, in reasonable detail, the information from
which such amounts were derived and the manner in which they were
calculated.
1.2.3 Together with the initial reconciliation statement NGC shall issue a
credit note in relation to any sum shown by the reconciliation
statement to be due to the User or an invoice in respect of sums due to
NGc and in each case interest thereon calculated pursuant to paragraph
1.2.5 below.
1.2.4 Invoices issued under paragraph 1.2.3 above and 1.2.5 below shall be
payable on or before 3lst March in the Financial Year to which they
relate.
1.2.5 In respect of the Financial Year:-
(a) the user shall, following receipt of an appropriate
invoice, pay to NGC an amount equal to the amount (if any) by
which the aggregate Actual Amount exceeds the aggregate
Notional Amount; and
(b) NGC shall issue the User with a credit note for an amount
equal to the amount (if any) by which the aggregate Notional
Amount exceeds the aggregate Actual Amount.
Interest shall be payable by the paying Party to the other on such
amounts from the date of payment applicable to the month concerned
until the date, of actual payment of such amounts and such interest
shall
be calculated on a daily basis at a rate equal to the Base Rate during such
period.
Final Reconciliation Statements
1.2.6 (a) NGC shall as soon as reasonably practicable after the end
of each Financial Year issue a further reconciliation
statement in respect of Transmission Network Use of System
Charges payable in respect of each month of that Financial
Year showing:-
(i) any change in the Transmission Network
Use of System Charges from those specified in the
initial reconciliation statement provided in
accordance with paragraph 1.2.1 above;
(ii) whether the change represents a
reconciliation payment owing by NGC to a user or by a
User to NGC;
(iii) the amount of interest determined in
accordance with 1.2.5 above;
(iv) the information from which the amounts
in (i) above are derived and the manner of
calculation.
(b) The provisions of paragraphs 1.2.3 and 1.2.5 shall apply
mutatis mutandis to sums specified in the Final Reconciliation
Statement.
2. Revision of Charges
2.1 To the extent permitted by the Transmission Licence and this Agreement
NGC may revise its Connection Charges and Transmission Network Use of
System Charges or the basis of their calculation including issuing
revisions to Appendices A, B, C and D (or D1 if appropriate) hereto. On
or before 31st October in each Financial Year NGC shall notify the User
in writing of the intended basis of calculation to be used by NGC in
the following Financial Year together with time periods over which the
data required to be provided pursuant to paragraph 1 of this Appendix E
is required and shall consult with the User concerning the same. On or
before 30th November in each Financial Year NGC shall confirm to the
User the basis of calculation to be used in the following Financial
Year.
2.2 NGC shall give the User not less than 2 months prior written notice of
any revised charges, including revisions to Appendices A, B, C and D
(or D1 if appropriate) hereto, which notice shall specify the date upon
which such revisions become effective (which may be at any time). The
User shall pay any such revised charges and Appendix A, B, C, D (and/or
Dl as appropriate) shall be amended automatically (and a copy sent to
the User) to reflect any changes to such Appendices with effect from
the date specified in such notice
2.3 Subject to the provisions of paragraph 3.2 below if in the reasonable
opinion of NGC any development, replacement, renovation, alteration,
construction or other work to the NGC Transmission System or
termination of a Supplemental Agreement by another User or an
alteration to the requirements of the User or any other User means
that to ensure that NGC is charging in accordance with the provisions
of the Statement pursuant to Condition 10 of the Transmission Licence
NGC needs to vary the Connection Charges payable by the User in
relation to the Connection Site then NGC shall have the right to vary
such charges accordingly upon giving to the User not less than 2
months priors written notice. Such notice shall be deemed to be a
revised Connection Offer and before any such variation becomes
effective the provisions of Sub-Clauses 11.3 to 11.4 of the Master
Agreement shall apply mutatis mutandis following any such variation
the provisions of Appendices A and B shall be amended automatically
(and a copy sent to the User) to reflect such variation with effect
from the date such variation comes into effect.
3. Replacement of NGC Assets
3.1 Appendix A specifies the age of each of the NGC Assets at the
Connection Site at the date of this Supplemental Agreement NGC
Connection Charges are calculated on the assumption that NGC Assets
will not require replacement until the expiry of the Replacement Period
applicable to each NGC Asset concerned and such period has been agreed
between NGC and the User.
3.2 Where in NGC's reasonable opinion an NGC Asset requires replacement
before the expiry of its Replacement Period NGC shall, with the prior
written approval of the User (except where in NGC's reasonable opinion
such replacement is necessary in which case such approval shall not be
required but in such case the User shall have the right to Disconnect)
have the right to replace the NGC Asset at no additional cost to the
User until expiry of its original Replacement Period. Upon expiry of
such original Replacement Period NGC shall be entitled to vary the
Connection Charge sin respect of the replaced NGC Asset so that they
are calculated on the basis of the then Net Asset Value of such NGC
Assets. NGC shall give the User not less than 2 months prior written
notice of such varied charges which notice shall specify the date upon
which such increase or reduction (as the case may be) becomes
effective. The User shall pay such varied charges and Appendices A and
B shall be amended automatically (and a copy sent to the User) to
reflect such revised charges with effect from the date specified in
such notice.
3.3 Upon the expiry of the Replacement Period of any NGC Asset:-
(a) (i) if in NGC's reasonable opinion to enable NGC to comply
with its licence and statutory obligations it is necessary
to replace such NGC Asset; or
(ii) if such NGC Asset is to be left in service
then NGC shall give written notice of this and that it will, unless
within 3 months of the receipt of such notice the User objects in
writing to the proposal, replace or retain (as the case may be) such
NGC Asset.
(b) the User may request that NGC replaces the Asset.
3.4 Where the User serves a counter notice pursuant to paragraph 3.3 above
then NGC shall:-
(a) keep the NGC Asset in service; and
(b) negotiate with the User in good faith with regard to the
Connection Charges applicable to such NGC Asset.
In the event that NGC and the User fail to agree the level of such
Connection Charges in accordance with paragraph 3.4(b) above then the
User shall pay Connection Charges to NGC in respect of such NGC Asset
equal to the Connection Charges payable by the User in respect of the
NGC Asset in the last Financial Year of the Replacement Period (the
"Deemed Charge") and the matter shall be referred to the Director for
determination.
If the Director determines that the Connection Charges payable in
respect of such NGC Asset should be:-
(i) less than the Deemed Charge then NGC shall repay to the User the
difference between the Deemed Charge and the amount so determined by
the Director together with interest at the Base Rate, for the period
from when the User started to pay the Deemed Charge until the date of
payment;
(ii) greater than the Deemed Charge then the User shall pay the
difference to NGC together with interest at the Base Rate for the
period from when the User started to pay the Deemed Charge until the
date of payment.
3.5 When the Connection Charges are payable in respect of NGC Assets:-
(a) replaced in accordance with paragraph 3.3 above; or
(b) retained in accordance with paragraph 3.3 above; then
NGC shall except in the circumstances in paragraph 3.4(b) give the User
not less than 2 months prior written notice of such varied charges and
specify the date upon which such charges become effective. The User
shall pay such varied charges and Appendices A and B shall be amended
automatically (and a copy sent to the User) to reflect such revised
charges with effect from the dates notified to the User by NGC.
Where NGC is in negotiation with the User in accordance with paragraph
3.4(b) then it s hall give such notice as is reasonably practicable in
the circumstances.
4. Termination Amounts
4.1 The expressions set out below shall have the meanings shown:-
"Termination Amount" shall be the sum calculated to be
equal to the aggregate of the following:-
(a) in respect
of NGC Assets:-
(i)
shown in Appendix A
to the Supplemental
Agreement and
which, in NGC's
reasonable opinion
are no longer
required by NGC to
enable NGC to
comply with its
Licence Standards,
and can therefore
be removed ("Type A
Assets"); (aa) the
Net Asset Value of
such NGC Asset as
at the end of the
Financial Year in
which termination
occurs (on the
assumption that the
sums specified in
paragraph 4.1(b)
will be paid), plus
(bb) a sum equal to
the reasonable
costs of removing
such NGC Assets and
of making good the
remaining Plant and
Apparatus at the
Connection Site
following the
removal of any Type
A Assets;
(ii)
in Appendix A to
the Supplemental
Agreement and which
in NGC's reasonable
opinion cannot be
removed ("Type B
Assets") as a
result of the
termination, a sum
equal to the
product of the
Asset Allocation
Factor multiplied
by the Net Asset
Value of t hat NGC
Asset as at the end
of the Financial
Year in which
termination occurs;
and
in relation to NGC Assets:
(aa) which NGC has determined to
replace upon the expiry of the relevant
Replacement Period in accordance with
paragraph 3.3; and
(bb) in respect of which no
counter notice has been served by the
User pursuant to paragraph 3.3; and
(cc) the
User has
served in
accordance
with the
provisions
of this
Supplemental
Agreement
a notice
to
Disconnect
in respect
of the
Connection
Site at
which the
NGC Assets
were
located;
and
(dd) due
to the
timing of
the
replacement
of such
NGC
Assets, no
Connection
Charges
will have
become
payable in
respect of
such NGC
Assets by
the User
by the
date of
Termination;
the reasonable
costs incurred by
NGC in connection
with the
installation of
such NGC Assets.
(b) the
Connection Charges and Use
of System Charges for the
Financial Year in which
termination occurs.
"Asset Allocation Factor" means in
respect of each NGC Asset specified
in Appendix A to this Supplemental
Agreement the figure expressed as a
percentage appearing in the column
headed Allocation and immediately
adjacent to the description of the
NGC Asset to which it relates.
4.2 In the event that a Termination Amount specified in paragraph
4.1(a)((i) is paid, in respect of Type A Assets, and subsequently NGC
re-uses such NGC Assets in respect of which such payment has been made
at the same or another Connection Site then NGC shall pay to the User a
sum equal to the lower of:-
(i) the Termination Amount paid in respect of such NGC Asset; or
(ii) the Net Asset Value attributed to such NGC Asset for charging
purposes upon its re-use;
less any reasonable costs incurred by NGC in respect of storage. NGC
shall use its reasonable endeavours to re-use such NGC Assets.
4.3 In the event that a Termination Amount specified in paragraph
4.1(a)(ii) above is paid in respect of Type B Assets and these are
subsequently re-used then NGC shall pay to the User a sum equal to the
lower of:-
(i) the Termination Amount paid in respect of such NGC Assets; or
(ii) the Net Asset Value attributed to such NGC Asset for
charging purposes upon its re-use.
4.4 For the purposes of paragraphs 4.2 and 4.3 re-use shall not occur where
any NGC Asset remains connected for the purpose of providing a
continuing connection for other Users connected to the NGC Transmission
System at the Connection Site at the date of termination. However in
the event of any User requiring a continued connection modifying its
requirements or another User connecting at the Connection Site and the
NGC Assets in respect of which a payment has been made are required for
this modification this shall constitute re-use.
4.5 NGC shall be under no obligation to rebate any of the Termination
Amounts described in paragraph 4.1(b) except to the extent that
connection and/or Transmission Network Use of System Charges are
subsequently received in respect of NGC Assets in relation to which
such Termination Amounts have been paid to NGC during the Financial
Year in which termination has occurred.
4.6 Upon request in writing, and at the cost of the User NGC shall issue a
certificate no more frequently than one each calendar year indicating
whether or not such assets have or have not been re-used. If NGC at any
time decide that it is not economic to retain any Plant and Apparatus
constituting any NGC Asset in respect of which Termination Amounts have
been paid it may at its reasonable discretion dispose of the said Plant
and Apparatus. Where NGC decides to so dispose of such Plant and
Apparatus it shall where the Plant and/or Apparatus is disposed of in a
state where it is capable of re-use pay to the User an appropriate
proportion of any sale proceeds received in respect thereof.
5. Deductions
In respect of any NGC Engineering Charges which have been paid
by the User in connection with a Connection Application or under
Sub-Clause 2.4 of the Supplemental Agreement Type 2 NGC shall reduce
the amount of Connection Charges payable by the User in relation to the
respective Connection Site on 1 April in each of the first 3 years (or
such other period as may be agreed between NGC and the User) of the
payment of such Connection Charges by an amount equal on each occasion
to one third of such NGC Engineering Charges.
Part 2 - Transmission Services Use of System Charges
Introduction
Under the terms of this Supplemental Agreement the User is liable to pay
Transmission Services Use of System Charges. The basis upon which Transmission
Services Use of System Charges are levied and the calculation methodology and
rules which will be used to quantify those charges are set out in the statement
issued by NGC under paragraphs 1 and 2 of Condition 10 to the Transmission
Licence.
1. Reconciliation
1.1 At any time after the Payment Date, NGC may submit to the User, and
shall submit to the User at the written request of the User a Statement
(which may form part of an invoice or other document) in respect of any
Settlement Day (a "Reconciliation Statement") showing:-
(a) each Settlement Day in respect of which there has been a
change (for any reason) in the value of any parameter
originally used in the calculation of the Transmission
Services Use of System Charges in respect of such Settlement
Day, together with details of the value of the old and new
parameter;
(b) the amount of any reconciliation payments (if any)
required to make the Transmission Services Use of System
Charges paid in respect of that Settlement Day equal to the
payment which would have been payable had the invoice prepared
pursuant to Clause 5.4.1 of this Supplemental Agreement been
prepared on the basis of the changed parameter;
(c) whether the reconciliation payment represents an amount
owing by NGC to the User or by the User to NGC;
(d) the amount of interest accruing on such reconciliation
payment calculated in accordance with this paragraph 1.1
below.
Interest payable in respect of each reconciliation payment shall accrue
from and including the relevant Payment Date up to but excluding the
date upon which the amounts specified in the Reconciliation Statement
are paid, and shall be at a rate equal to the Base Rate for the time
being and from time to time. Interest shall accrue from day to day.
1.2 Together with the Reconciliation Statement in the case of sums due:-
(a) from the User to NGC, NGC shall:-
(i) send the User an invoice in relation to
any sums shown by the Reconciliation Statement to be
due to NGC and interest thereon calculated in
accordance with paragraph 1.1; or
(ii) include those sums due in another
invoice; and
(b) from NGC to the User, forthwith following the issue of any
Reconciliation Statement, NGC shall:-
(i) issue a credit note in relation to any
sum shown by the Reconciliation Statement to be due
to the User and interest thereon calculated in
accordance with paragraph 1.1; or
(ii) include those sums due to the User as a
credit in an invoice from NGC to the User.
1.3 The right to submit a Reconciliation Statement and consequential
invoices and/or credit notes shall survive the termination of this
Supplemental Agreement and the parties agree that the provisions of
this Appendix E Part 2 shall remain in full force and effect and shall
continue to bind them after such termination (the version in existence
as at the date of termination being the applicable version, in the case
of any amendments).
2. Reconciliation Payments
The User, or as the case may be, NGC, shall pay the amounts set out in
the relevant invoice or credit note, either in accordance with the
applicable requirements for payment of other sums due under that
invoice in the case of sums shown in an invoice also dealing with other
payments, or in other cases within 5 Business Days of the date of the
Reconciliation Statement.
3. Revision of Charges
On or before 31 October in each Financial Year NGC shall notify the
User in writing of the intended basis of calculation to be used by NGC
in calculating Transmission Services Use of System Charges for the
following Financial Year and shall consult the User concerning the
same. On or before 30 November in each Financial Year NGC shall confirm
to the User the basis of calculation to be used in calculating those
charges for the following Financial Year.
Part 3
1. Transmission Services Use of System Charges Security Cover
1.1 Provision of Security Cover
The User shall provide Security Cover from time to time in accordance
with the following provisions:-
1.1.1 the User shall not later than the date of its accession
to the Master Agreement or 1st April 1997 (whichever is later)
deliver to NGC evidence reasonably satisfactory to it that:-
(i) it presently hold an Approved Credit Rating; or
(ii) it has provided and is not in default
under the Security Cover referred to in paragraph
1.1.2 below;
1.1.2 if the User does not hold or ceases to hold an Approved
Credit Rating it shall, not later than the date of:-
(i) the date of its accession to the Master Agreement;
(ii) the 1st April 1997; or
(iii) the date upon which it ceases to have an Approved Credit
Rating:-
(a) deliver to NGC a
Qualifying Guarantee in such amount as shall
be notified by NGC to the User in accordance
with paragraph 2; or
(b) deliver to NGC a Letter
of Credit (available for an initial period
of not less than 6 months) in such amount as
shall be notified by NGC to the User in
accordance with paragraph 2; and/or
(c) deliver to NGC cash for
credit to the Escrow Account in such amount
as shall be notified by NGC in accordance
with paragraph 2.
1.1.3 The provision of security in respect of Transmission
Services Use of System Charges by the User in accordance with
the terms of :
(a) this Supplemental Agreement shall
relieve it of its obligations to provide such
security under the terms of any other Supplemental
Agreement to which the User is a party; and
(b) any other Supplemental Agreement to
which the User is a party shall relieve it of its
obligations to provide such security under the terms
of this Supplemental Agreement;
in each case, to the extent of the security provided
to NGC pursuant to this Appendix or the same provision under
the terms of any other Supplemental Agreement made between NGC
and the User.
1.1.4 The provisions of this Part 3 of Appendix E shall be in
addition to any other requirements to provide security in
respect of any other sums due under the terms of this
Supplemental Agreement.
1.2 Maintenance of Security Cover
Where the user is required to provide security cover in accordance with
the terms of paragraph 1.1 it shall at all times thereafter maintain a
Security Amount equal to or more than the Security Cover applicable to
it. Immediately upon any reduction occurring in the Security Amount
provided by the User or any Letter of Credit or Qualifying Guarantee
being for any reason drawn down or demanded respectively, the User will
procure that new Letters of Credit or Qualifying Guarantees are issued
or existing Letters of Credit or Qualifying Guarantees are reinstated
(to the satisfaction of NGC) to their full value or cash is placed to
the credit of the Escrow Account in an amount required to restore the
Security Amount to an amount at least equal to the Security Cover
applicable to the User, and in such proportions of Letters of Credit,
Qualifying Guarantees and/or cash as the User may determine. Not later
than 10 Business Days before any outstanding Letter of Credit and/or
Qualifying Guarantee is due to expire, the User shall procure to the
satisfaction of NGC that its required Security Amount will be available
for a further period of not less than 6 months which may be done in one
of the following ways:-
1.2.1 subject to the issuing bank continuing to have an
Approved Credit Rating provide NGC with confirmation from the
issuing bank that the validity of the Letter of Credit has
been extended for a period of not less than 6 months on the
same terms and otherwise for such amount as is required by
this Part 3; or
1.2.2 provide NGC with a new Letter of Credit issued by an
issuing bank with an Approved Credit Rating for an amount at
least equal to the required Security Amount applicable to it
(less its balance on the Escrow Account) which Letter of
Credit shall be available for a period of not less than 6
months; or
1.2.3 subject to the entity issuing the Qualifying Guarantee
continuing to have an Approved Credit Rating provide NGC with
confirmation from the issuing entity that the validity of the
Qualifying Guarantee has been extended for a period of not
less than 6 months on the sane terms and otherwise for such
amount as is required by this Part 3; or
1.2.4 provide NGC with a new Qualifying Guarantee for an
amount at least equal to the required Security Amount
applicable to it (less its balance on the Escrow Account)
which Qualifying Guarantee shall be available for a period of
not less than 6 months; or
1.2.5 procure such transfer to NGC for credit to the Escrow
Account of an amount as shall ensure that the credit balance
applicable to the User and standing to the credit of the
Escrow Account shall be at least equal to the required
Security Amount.
1.3 Failure to supply or maintain Security Cover
--------------------------------------------
If the User fails at any time to provide or maintain Security Cover to
the satisfaction of NGC in accordance with the provisions of this Part
3, NGC may at any tie while such default continues, and if at such time
any Letter of Credit and/or Qualifying Guarantee forming part of the
Security Cover is due to expire within nine Business Days immediately,
and without notice to the User, demand payment of the entire amount of
any outstanding Letter of Credit and/or Qualifying Guarantee and shall
credit the proceeds of the Letter of Credit and/or Qualifying Guarantee
to the Escrow Account.
1.4 Substitute Letter of Credit or Qualifying Guarantee
1.4.1 If the bank issuing the User's Letter of Credit ceases to have the
credit rating set out in the definition of Letter of Credit in Clause
1.1 of this Supplemental Agreement such User shall forthwith procure
the issue of a substitute Letter of Credit by a bank that has such a
credit rating or a Qualifying Guarantee or transfer to NGC cash to be
credited to the Escrow Account.
1.4.2 If the entity providing the User's Qualifying Guarantee ceases to have
an Approved Credit Rating the User shall forthwith procure a
replacement Qualifying Guarantee from an entity with such a credit
rating or a Letter of Credit or transfer to NGC cash to be credited to
the Escrow Account.
2. Credit Monitoring
2.1 Determination of Security Cover
The amount of Security Cover which the User shall be required to
maintain s hall be determined from time to time by NGC in accordance
with this Part 3 on the basis of the criteria set out in paragraph 2.2,
and shall be notified to the User.
2.2 Criteria for provision of Security Cover
If paragraph 1.1.2 applies, the amount of Security Cover
required to be provided by the User in respect of this and any other
Supplemental Agreement to which the User is a party shall be provided
in an amount to be reasonably assessed by NGC as the aggregate amount
reasonably anticipated by NGC as being payable by the User pursuant to
all Supplemental Agreements to which the User is a party in respect of
the Transmission Services Use of System Charges referred to in Part 2
of Appendix D over a 28 day period.
2.3 Six Monthly Variation
In respect of paragraph 2.2 NGC shall calculate the amount for the two
six-month periods commencing 1st April and 1st October in each year and
shall advise the User accordingly.
2.4 Review of Security Cover
NGC shall keep under review the Security Cover relating to the User and
shall promptly advise the User whenever the Security Amount maintained
by the User is more or less than the amount required to be maintained
pursuant to paragraph 2 of this Part 3.
2.5 Increase or Decrease of Security Cover
If, after considering any representations which may be made by the
User, NGC reasonably determines that the User's Security Cover should
be increased or decreased, it shall so notify the User. If NGC so
determines that such Security Cover should be decreased and the User
consents then that reduction shall take place. NGC shall consent to an
appropriate reduction in the available amount of any outstanding
Qualifying Guarantee or Letter of Credit and/or shall repay to the User
such part of the deposit held in the Escrow Account for the account of
the User (together with all accrued interest on the part to be repaid)
sufficient to reduce the User's Security Amount to the level of
Security Cover applicable to it. If NGC so determines that the User's
Security Cover should be increased, the User s hall, within five
Business Days of notice as aforesaid, procure an additional or
replacement Qualifying Guarantee or Letter of Credit or transfer to NGC
cash to be credited to the Escrow Account in an amount sufficient to
increase its Security Amount so as to be at least equal to the level of
Security Cover applicable to it.
2.6 Notification in respect of Security Cover
NGC shall notify the User promptly if:-
2.6.1 the User fails to provide, maintain, extend or renew a
Qualifying Guarantee or a Letter of Credit which it is
required to provide, maintain, extend or renew pursuant to
paragraphs 1 or 2;
2.6.2 NGC shall make a demand under any such
Qualifying Guarantee or a call under a Letter of Credit; or
2.6.3 NGC becomes aware that the User (a) s hall cease to have
an Approved Credit Rating, or (b) shall be placed on credit
watch by the relevant credit rating agency (or becomes subject
to an equivalent procedure) which in any case casts doubt on
the User retaining an Approved Credit Rating, or (c) shall be
in default under the additional or alternative security
required to be provided pursuant to this Part 3; or
2.6.4 NGC becomes aware that any bank that has issued a Letter
or Credit which has not expired shall cease to have the credit
rating required by this Appendix; or
2.6.5 NGC becomes aware that any entity providing a Qualifying
Guarantee which has not expired shall cease to have an
Approved Credit Rating.
Provided always that the failure by NGC to notify the User pursuant to
this paragraph 2.6 s hall not relieve the User of its obligations under
and in accordance with the terms of this Appendix.
2.7 Release from Security Cover Obligations
Upon the User ceasing to be a party to the Master Agreement and
provided that all amounts owed by the User in respect of the
Transmission Services Use of System Charges have been duly and finally
paid and that it is not otherwise in default in any respect of any
Transmission Services Use of System Charges (including interest)
payable under the terms of any Supplemental Agreement, the User shall
be released from the obligation to maintain Security Cover and NGC
shall consent to the revocation of any outstanding Qualifying Guarantee
or Letter of Credit and shall repay to the User the balance (including
interest credited thereto) standing to the credit of the User on the
Escrow Account at that date.
3. Payment Default
If, by 1230 hours on any Payment Date, NGC has been notified by the
User or it otherwise has reason to believe that the User will to have
remitted to it by close of banking business on the Payment Date all or
any part ("the amount in default") of any amount which has been
notified by NGC to the User as being payable by the user by way of the
Transmission Services Use of System Charges on the relevant Payment
Date, then NGC s hall be entitled to act in accordance with the
following provisions (or whichever of them shall apply) in the order in
which they appear until NGC is satisfied that the User has discharged
its obligations in respect of the Transmission Services Use of System
Charges under this Supplemental Agreement and/or any other Supplemental
Agreement to which the User is a party which are payable in respect of
the relevant Settlement Day:-
(a) NGC may to the extent that the User is entitled to receive
payment from NGC pursuant to this Supplemental Agreement
and/or any other Supplemental Agreement to which the User is a
party (unless it reasonably believes that such set-off shall
be unlawful) set off the amount of such entitlement against
the amount in default;
(b) NGC shall be entitled to set off the amount of funds then
standing to the credit of the Escrow Account to the extent
that it represents Security Cover provided by the User in
accordance with paragraph 2.1.2 against the Transmission
Services Use of System Charges unpaid by the User and for that
purpose NGC shall be entitled to transfer any such amount from
the Escrow Account to any other accounts of NGC at its
absolute discretion and shall notify the User accordingly;
(c) NGC may demand payment under any outstanding Letter of
Credit supplied by the User in a sum not exceeding the
available amount of all such Letters of Credit;
(d) NGC may demand payment under any outstanding Qualifying
Guarantee provided for the benefit of the User pursuant to
paragraph 1.1.2(a).
4. Utilisation of Funds
In addition to the provisions of paragraph 3 above if NGC serves a
notice of default under the terms of Clause 17.6A of a Type 1
Supplemental Agreement and/or notice of termination under Clause 17.7
of a Type 1 Supplemental Agreement (or the equivalent Clauses in a
Supplemental Agreement other than a Type 1 Supplemental Agreement) then
NGC shall be entitled to demand payment of any of the Transmission
Services Use of System Charges which are outstanding whether or not the
Payment Date in respect of them shall have passed and:-
(i) make demand under any outstanding Qualifying Guarantee or
a call under any outstanding Letter of Credit supplied by the
User; and
(ii) to set off the funds in the Escrow Account to the extent
that they represent Security Cover provided by the User
against the Transmission Services Use of System Charges unpaid
by the User and for that purpose NGC shall be entitled to
transfer any such amount from the Escrow Account to any other
account of NGC as it shall in its sole discretion think fit.
5. User's Right to Withdraw Funds
5.1 If the User is not in default in respect of any amount owed to NGC in
respect of the Transmission Services Use of System Charges under the
terms of any Supplemental Agreement to which the User is a p arty:-
5.1.1 NGC shall transfer to the User quarterly interest
credited to the Escrow Account; and
5.1.2 NGC shall transfer to such User within a reasonable time
after such User's written request therefor any amount of cash
provided by the User by way of Security Cover which exceeds
the amount which such User is required to provide by way of
security in accordance with paragraph 1 of this Part 3.
Part 4
Definitions and Interpretations
In this Appendix the following expression shall have the meaning set out below:
"Base Rate" in respect of any day the rate per annum which
is equal to the base lending rate of Barclays Bank
PLC as at close of business on that day;
Interpretation
Where this Appendix makes reference to the word "paragraph" then it shall be a
reference to a paragraph in this Appendix unless the contrary is stated.
SCHEDULE 8
APPENDIX EE
Reactive Power Market and Default Payment Arrangements
For the purposes only of paragraph 2 thereof, the contents of Schedule 5 to the
Master Agreement and the Appendices thereto as varied from time to time shall be
deemed to be incorporated herein as if the same were set out in full.
Accordingly, NGC and the user hereby agree and undertake with each other ( so
that such obligation of the user to NGC hereby created is held by NGC as trustee
for the benefit of all other users now and in the future) that this Appendix
shall not be capable of variation except as provided in paragraph 2 of Schedule
5 to the Master Agreement (as amended from time to time), and in respect of this
Appendix the Clause headed "VARIATIONS" in this Supplemental Agreement shall
have no effect. For the avoidance of doubt, the trust referred to above and
hereby created shall apply only to the obligation on the User created by the
above mentioned agreement and undertaking to NGC expressly set out in this
Appendix and shall not prevent or restrict any agreement which may be entered
into between NGC and the User amending or varying any part or parts of this
Supplemental Agreement not being this Appendix.
SCHEDULE 9
Part 1 - Type 1 Supplemental Agreements
Date Ref Connection Site
---- --- ---------------
27 March 1997 A/SWE/90/14-1EX Abham
27 March 1997 A/SWE/90/14-2EX Alverdiscott
27 March 1997 A/SWE/90/14-3EX Axminster
27 March 1997 A/SWE/90/14-4EX Bridgwater
27 March 1997 A/SWE/90/14-5EX Exeter
27 March 1997 A/SWE/90/14-6EX Indian Queens
27 March 1997 A/SWE/90/14-7EX Iron Acton
27 March 1997 A/SWE/90/14-8EX Landulph
27 March 1997 A/SWE/90/14-9EX Melksham
27 March 1997 A/SWE/90/14-10EX Taunton
Part 2 - Type 2 Supplemental Agreements
FD2\X - 1 -
Date Ref Connection Site
N/A N/A N/A
Part 3 - Type 3 Supplemental Agreements
FD2\X - 1 -
Date Ref Sites of Connection
N/A N/A N/A
Part 4 - Type 4 Supplemental Agreements
FD2\X - 1 -
Date Ref Sites of Connection
N/A N/A N/A
Part 5 - Type 5 Supplemental Agreements
Date Ref Sites of Connection
27 March 1997 A/SW/90/14-11D Various
Part 6 - Type 6 Supplemental Agreements
FD2\V - 1 -
Date Ref Sites of Connection
N/A N/A N/A
Dated 31 MARCH 1998
THE NATIONAL GRID COMPANY plc
and
OTHERS
---------------------------------------
AGREEMENT TO VARY
the Master Connection and
Use of System Agreement
----------------------------------------
TABLE OF CONTENTS
Clause Page
1. Interpretation
2. Amendments
3. Continuation of the Master Agreement
4. Miscellaneous
5. Entire Agreement
6. RTPA
Schedules
1. Users
2. Transmission Users Group
Appendix 1 - Form of Deed of Accession
Appendix 2 - Form of TUG Constitution and Rules
THIS AGREEMENT TO VARY is made on the 31 day of March 1998
BETWEEN:
(1) THE NATIONAL GRID COMPANY plc a company registered in England with
number 2366977 and whose registered office is at National Xxxx Xxxxx,
Xxxxx Xxxxxx Xxxx, Xxxxxxxx XX0 0XX ("NGC"); and
(2) THE PERSONS whose names, registered numbers and registered offices are set
out in Schedule 1 (each a "User").
WHEREAS:
(A) This Agreement is supplemental to and varies the Master Connection and
Use of System Agreement dated 30th March 1990 made between NGC and the
Users (the "Master Agreement'); and
(B) NGC and the Users have agreed to amend the Master Agreement on the
terms and subject to the conditions set out below.
IT IS HEREBY AGREED:
1. Interpretation
1.1 Except where defined herein or where the context otherwise requires,
words and expressions defined in the Master Agreement shall have the
same respective meanings when used in this Agreement.
1.2 The table of contents and the headings to each of the Clauses are
inserted for convenience only and shall be ignored in construing or
interpreting this Agreement.
2. Amendments
2.1 The parties to this Agreement hereby agree that with effect from the
date of this Agreement the Master Agreement shall be amended:
2.1.1 by the insertion of the following new definition in
alphabetical order in Schedule 2 of the Master Agreement:
"TUG Party" means
each person admitted in the
capacity as such and for
the time being and from
time to time party to
Schedule 4 only in
accordance with the
provisions thereof, and
shall include any
successor(s) in title to,
or permitted assigns(s) of,
such person:
2.1.2 by the deletion of the definition of "Party" and by
substitution with the following:
"Party " each
person for the time being
and from time to time party
to the Master Agreement
other than TUG Parties, and
shall include any
successor(s) in title to,
or permitted assign(s) of,
such person;
2.1.3 by the deletion of the expression "Electricity Supply
Industry Arbitration Association" in Clauses 19.2.3(e),
19.11.3(e) and 26.1 of the Master Agreement and by
substitution with the expression "Electricity Arbitration
Association";
2.1.4 by the addition of a new Schedule 4 in the form set out
in Schedule 2.
3. Continuation of the Master Agreement
The Master Agreement shall remain in full force and effect and this
Agreement and the Master Agreement shall be treated as one document so
that, upon the Master Agreement being amended pursuant to Clause 2, all
references to the Master Agreement shall be treated as references to
that agreement as amended by this Agreement.
4. Miscellaneous
The provisions of Clauses 22, 23, 24 and 26 to 30 inclusive of the
Master Agreement shall be deemed to be incorporated herein mutatis
mutandis.
5. Entire Agreement
5.1 Each party to this Agreement acknowledges that in entering into this
Agreement on the terms set out herein it is not relying upon any
representation, warranty, promise or assurance made or given by any
other party or any other person, whether or not in writing, at any time
prior to the execution of this Agreement which is not expressly set out
herein.
5.2 None of the parties to this Agreement shall have any right of action
against any other party arising out of or in connection with any
representation, warranty, promise or assurance referred to in Clause
5.1 (except in the case of fraud).
6. RTPA
Any restriction or information provision (each of those terms having
the same meaning in this Clause as in the Restrictive Trade Practices
Act 1976) contained in this Agreement or any provision contained in
this Agreement adding to or extending any restriction or information
provision contained in any agreement which is varied or amended by this
Agreement, shall not take effect or shall cease to have effect:
(a) if a copy of this Agreement is not provided to the
Department of Trade and Industry ("DTI") within twenty-eight
days of the date on which this Agreement is made, or
(b) if, within twenty-eight days of the provision of that copy
to the DTI, the DTI gives notices of objection to the party
providing it.
IN WITNESS whereof the hands of the duly authorised representatives of the
parties hereto the day and year first above written
FD2\V
SCHEDULE 1
Users
ABB Energy Development Company Limited
2688994
Carmelite
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx
Xxxxxx XX0X ODX
Accord Electric Limited
2869629
000 Xxxxxxxxx Xxxx
Xxxxxx XX0X 0XX
AES Xxxxx Limited
3135522
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
XX00 0XX
AES Tyneside Limited
3135543
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
XX00 0XX
AES Xxxxxxxxxx Limited
3210149
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
XX00 0XX
Amoco Power Resource (Europe) Ltd
3042173
Xxxxx Xxxxx
Xxxx Xxxx
Xxxxxx
X0 0XX
Anglian Power Generators Limited
2488955
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx XX0 0XX
Barking Power Limited
2354681
Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxxx
Xxxxxx X0X 0XX
British Gas Trading Ltd
3078711
Charter Court
00 Xxxxxxx Xxxx
Xxxxxx
Xxxxxxxxx XX0 0XX
British Nuclear Fuels plc
1002607
Xxxxxx
Xxxxxxxxxx
Xxxxxxxx XX0 0XX
XXX Limited
337663
Xxxxxxxx Xxxx
Xxxxxxxxxx
Xxxxxx XX00 0XX
BP Chemicals Limited
194971
Xxxxxxxxx Xxxxx
0 Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Canatxx Energy Ventures Limited
2673604
Xxxxxxxxx International
XX Xxx 0
Xxxxxxxx Xxxxxxxxx
Xxxxx
XX0 0XX
Candecca Resources Limited
953066
Welton Gathering Centre
Xxxxxxxx Xxxx
Xxxxxx Xxxx
Xxxxxxxxx
Xxxxxxxxxxxx XX0 0XX
CeltPower Limited
2656561
Xxxxx Xxxxx
00 Xxxxxxx XX Xxxxxx
Xxxxxx SWIY 4QT
Citigen (London) Limited
2427823
000 Xxxxxx Xxxxxx Xxxx Xxxxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
Corby Power Limited
2329494
Five Xxxxxxxx Xxxx
Xxxxxxxx'x Xxx
Xxxxxx XX0X 0XX
Coryton Energy Company
FC20597
00 Xx. Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxx
XX0X 0XX
Xxxxxx Development Centre Limited
3273552
00 Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Crosfield Limited
00000000
Xxxx Xxxx
Xxxxxxxxxx
Xxxxxxxx
XX0 0XX
Derwent CoGeneration Limited
2650621
Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
Eastern Electricity plc
2366906
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx 0X0 0XX
Eastern Merchant Generation Ltd
3116225
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx XX0 0XX
East Midlands Electricity plc
2366923
XX Xxx 000
Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxx
Xxxxxxxxxxxxxxx XX0 0XX
Electricity Direct (UK) Limited
3174056
00, Xxxx Xxxxxx
Xxxxx
Xxxx Xxxxxx
XX0 0XX
Elm Energy and Recycling (UK) Limited
2516685
Elm Xxxxxx Xxxxx
Xxxxxxxxxxx Xxxx
Xxxxxxxxxxxxx
Xxxx Xxxxxxxx XX0 0XX
Energy Supply Contracts Limited
172268
Xxx Xxxxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx Energy Centre Limited
2796628
Concorde House
Xxxxxxxx Xxx
Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxx-xx-Xxxx
Xxxxxxxxx XX00 0XX
Enron Gas and Petrochemicals Trading Limited
0000000
0 Xxxxxxxx
Xxxxxx
XX0X 0XX
Fellside Heat and Power Limited
2614535
Xxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxx XX00 0XX
Fibrogen Limited
2547498
00 Xxxxxxxxx Xxxx
Xxxxxx X00 0XX
Fibropower Limited
2234141
00 Xxxxxxxxx Xxxx
Xxxxxx X00 0XX
First Hydro Company
2444277
Bala House
Lakeside Business Village
St Davids Park
Deeside
Clwyd CH5 3XJ
Flotilla Power (UK) Limited
0000000
0 Xxxxxxxx
Xxxxxx XX0X 0XX
Xxxxxxxxxx Energy Limited
2197516
UK Xxxxx Xxxxx
Xxxxxxx
Xxxxxxxxxxxx
Xxxx XX00 0XX
Humber Power Limited
2571241
South Humber Bank Power Station
South Xxxxx Xxxx
Xxxxxxxxxxxxxxx
Xxxxx Xxxx Xxxxxxxxxxxx
XX00 0XX
Impkemix Energy Limited
2076043
Xxx Xxxxx
Xxxxxx
Xxxxxxxx XX0 0XX
Independent Energy UK Limited
3033406
00 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Indian Queens Power Limited
2928100
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
XX00 0XX
International Generating Company Limited
3039100
Xxxxxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxx
XX0 0XX
Joint European Torus (JET), Joint Undertaking (a Joint Undertaking within the
meaning of Chapter V of the Treaty establishing the European Atomic Energy
Committee) Xxxxxx Xxxxxxxx Xxxxxxxxxxx XX00 0XX
Keadby Developments Limited
2691516
Keadby Power Station
XX Xxx 00
Xxxxxx
Xxxxxxxxxx
Xxxxx Xxxxxxxxxxxx XX00 0XX
Keadby Generation Limited
2729513
Keadby Power Station
XX Xxx 00
Xxxxxx
Xxxxxxxxxx
Xxxxx Xxxxxxxxxxxx XX00 0XX
Kent Power Limited
2723303
000 Xxxxxx Xxxxxx Xxxx Xxxxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
Kingsnorth Power Limited
2675504
Xxxxxxxx Xxxxx
00000 Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Lakeland Power Limited
2355290
Roosecote Power Station
Roosecote Xxxxx
Xxxxxx in Xxxxxxx
Xxxxxxx XX00 0XX
Xxxxxx Electricity plc
2366852
Xxxxxxx Xxxxx
00-00 Xxxx Xxxxxxx
Xxxxxx XX0X 0XX
Magnox Electric plc
2264251
Xxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxxxxxxxxxxx XX00 0XX
Manweb plc
2366937
Xxxxxx Xxxxx
Xxxxxxx Xxxxxxxx Xxxx
Xxxxxxx Xxxx
Xxxxxxx XX0 0XX
Manweb Services Limited
2631510
Manweb House
Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxxxxxx Xxxx
Xxxxxxx
XX0 0XX
Medway Power Limited
2537903
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
Xxxxxx XX00 0XX
Midlands Electricity plc
2366928
Xxxxxxx Xxxx
Xxxxxxxxx
Xxxx Xxxxxxxx X00 0XX
Midlands Power (LTK) Limited
2251099
Xxxxxxx Xxxx
Xxxxxxxxx
Xxxx Xxxxxxxx X00 0XX
National Power PLC
2366963
Windmill Hill Business Park
Xxxxxxxxx Xxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
National Power (Cogeneration Trading) Limited
2745602
Xxxxxxxx Xxxx Xxxxxxxx Xxxx
Xxxxxxxxx Xxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
Norsk Hydro (U.K.) Limited
841421
Bridge House
00 Xxxxxx Xxxx
Xxxxxxxxxx
Xxxxxxxxx XX0 0XX
Northern Electric plc
2366942
Xxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxxxxx xxxx Xxxx
Xxxx & Xxxx XX0 0XX
NORWEB plc
2366949
XX Xxx 00
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx
Xxxxxxxx XX0 0XX
Nuclear Electric Limited
3076445
Xxxxxxx Xxx
Xxxxxxxx
Xxxxxxxxxx XX0 0XX
Peterborough Power Limited
2353599
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx XX0 0XX
PowerGen plc
2366970
00 Xxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Railtrack plc
2904587
Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx
XX0 0XX
Regional Power Generators Limited
2352390
Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxxx XX00 0XX
Rocksavage Power Company, Ltd.
FC 18868
Xxxxxx & Xxxxxx, Xxxxxx House
PO Box 309
Xxxxxx Town
Grand Cayman
Cayman Islands
British West Ind.
SaltEnd Cogeneration Company
3274949
Britannic House
I Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Savage Land Limited
3145444
00 Xx Xxxxx'x Xxxxxx
Xxxxxx
XX0X 0XX
Scottish Hydro-Electric plc
SC117119
00 Xxxxxxx Xxxx
Xxxxx XX0 0XX
Scottish Power plc
Sc117120
0 Xxxxxxxx Xxxx
Xxxxxxx X0 0XX
Seabank Power Limited
0000000
Xxxxxx Xxxx
Xxxxxx
Xxxxxxx
XX00 0XX
SEEBOARD plc
2366867
Xxxxxx Xxxx
Xxxxxxxx Xxxx
Xxxxxxx
Xxxx Xxxxxx XX00 0XX
Shell Power Limited
2559630
Xxxxx Xxx Xxxxx
Xxxxxx
Xxxxxx XX0X ODX
Siemens plc
727817
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxx
XX00 0XX
Slough Energy Supplies Limited
2474514
000 Xxxx Xxxx
Xxxxxx
Xxxxxxxxx XX0 0XX
South East London Combined Heat and Power Limited
2489384
00-00 Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Southern Electric plc
2366879
Southern Electric House
Xxxxxxxxx Xxx
Xxxxxxxxxx Xxxxx
Xxxxxxxxxx
Xxxxxxxxx XX0 0XX
Southern Energy (UK) Generation Limited
3321733
000 Xxxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Xxxxx Xxxxx Electricity plc
2366985
Newport Road
St Mellons
Cardiff
South Glamorgan CF3 9XW
South Western Electricity plc
2366894
000 Xxxx Xxxxxx
Xxxxx Xxxx
Xxxxxxxxxxx
Xxxxxxx
XX00 0XX
Xxxxxx Bridge Power
0000000
4. Millbank
Xxxxxx
XX0X 0XX
Teesside Power Limited
0000000
0 Xxxxxxxx
Xxxxxx XX0X 0XX
The Renewable Energy Company Limited
3043412
Xxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx
Xxxxxxxxxxxxxxx
XX0 0XX
Tyne Property Development Limited
1194995
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxx
XX00 0XX
XX Electric Power Limited
2844010
Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxx XX00 0XX
FD2\W - 1 -
UML Limited
661900
Xxxxxxx Xxxx
Xxxxxxxxxxx
Xxxxxx
Xxxxxxxxxx X00 0XX
Wainstones Power Limited
3462783
Xxxxxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Xxxxxxxxx Electricity Group plc
2366995
Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxxx XX00 0XX
SCHEDULE 2
New Schedule 4 to the Master Agreement
Transmission Users Group
1. Introduction
1.1 In this Schedule the following expressions shall bear the following
meanings:
"Industry Party" has the meaning given to that
expression in the TUG Constitution;
"New TUG Party" means any person who
applies to be admitted in the capacity of
TUG Party and who is an Industry Party and
who is not already a Party at the time of
application;
"Representative" has the meaning
given to that expression in the TUG
Constitution;
"Transmission Users Group"
or "TUG" means the group established pursuant
to paragraph 4 of this Schedule;
"TUG Confidential
Information" means all data
and other information
supplied to a Party or a
TUG Party by another Party
or TUG Party under the
provisions of this
Schedule;
"TUG Deed of Accession"
means a deed in, or
substantially in, the form
set out in Appendix 1 to
this Schedule as amended
from time to time in
accordance with the terms
of this Agreement; and "TUG
Constitution" means the
constitution and rules of
the Transmission Users
Group in the form set out
in Appendix 2 to this
Schedule as amended from
time to time in accordance
with the term of this
Agreement and the TUG
Constitution.
1.2 Without prejudice to the terms of paragraph 8 the Parties and the TUG
Parties expressly agree and acknowledge that the expression "TUG Party"
shall not be capable of amendment without the consent of TUG Parties,
but that any word or expression which is not defined in paragraph 1.1
but which is a definition for the purposes of this Agreement and is
used primarily for parts of this Agreement other than this Schedule
shall, subject to
paragraph2.3 and without prejudice to paragraph 2.5, be capable of being
amended without such consent notwithstanding that it may also be used
in this Schedule.
2. Amendments and Modifications
2.1 Obligations
2.1.1 The Parties and TUG Parties expressly acknowledge and
agree that each TUG Party is bound only to the extent of the
obligations which are expressly set out or referred to in this
Schedule (including those provisions incorporated herein by
reference in paragraph 5)
and not by any other provision of this Agreement.
2.1.2 Each TUG Party agrees to comply with the provisions of
this Schedule (including those provisions of this Agreement
incorporated herein by reference in paragraph 5).
2.1.3 The Parties and TUG Parties further expressly agree that
any TUG Party shall be conferred only with such rights in
respect of this Agreement as are expressed to be conferred on
it as TUG Party pursuant to provisions which are expressly set
out in this Schedule (including those provisions incorporated
herein by reference in paragraph 5).
2.1.4 References in this paragraph 2.1 to this Schedule shall
include references to this Schedule as varied, modified or
supplemented from time to time in accordance with the terms of
this Agreement.
2.2 Consent
The consent or agreement of any TUG Party shall not be required to any
modification, abrogation, amendment or suspension of any provision of
this Agreement which is not expressly set out in this Schedule (and for
this purpose the provisions of this Agreement incorporated herein by
reference in paragraph 5 shall be deemed to be not set out in this
Schedule). Each TUG Party hereby irrevocably waives any rights which it
might be considered or held to have to consent or agree to any such
modification, abrogation, amendment or suspension.
2.3 Authorisation to amend
Without prejudice to paragraphs 2.1, 2.2 and 2.5 each TUG Party hereby
unconditionally and irrevocably authorises and instructs NGC to sign on
its behalf amending agreements to this Agreement, to execute any
agreement which modifies, abrogates, amends or suspends any provision
of this Agreement in circumstances where such TUG Party's consent or
approval is not required, and undertakes not to withdraw, qualify or
revoke such authority and instruction at any time.
2.4 Notification
NGC shall notify each TUG Party forthwith of all amendments,
modifications, abrogations and suspensions which are made to this
Agreement for which the consent or agreement of such TUG Party is not
required.
2.5 Appeal to Director
2.5.1 Where any TUG Party considers that any modification,
abrogation, amendment or suspension proposed to be made to any
provisions of the Agreement in respect of which the consent or
approval of a TUG Party is not required (pursuant to paragraph
2.2) would have a material adverse effect on its rights and
liabilities as a TUG Party as set out in this Schedule (the
"proposed change"), it shall have the right in the prescribed
time limits to refer the matter in writing to the Director
(such referral to be copied to NGC, each Party and each TUG
Party) who shall determine, taking into account the views of
Parties, whether such proposed change has a material adverse
effect on the basis of TUG Parties as a group. The Director
shall not have locus standi to consider any perceived or
actual prejudice to an individual TUG Party. The Director's
determination shall be final and binding for all purposes.
2.5.2 For the purposes of enabling a TUG Party to appeal to
the Director in accordance with the terms of paragraph 2.5.1,
NGC shall give all TUG Parties and the Director notice of the
proposed change at least 14 clear days prior to the
implementation of the proposed change in accordance with the
provisions of this Agreement.
2.5.3 If an appeal to the Director against a proposed change
is made within 14 days after notification by NGC pursuant to
paragraph 2.5.2, the change shall not come into effect until
the determination of the Director has been made in accordance
with the terms of paragraph 2.5.4 or paragraph 2.5.5 applies.
If no appeal is made within the said 14 days, the change shall
come into effect on the expiry of that period.
2.5.4 The Director shall within 28 days of receipt of a
referral pursuant to paragraph 2.5.1, or such longer period as
shall be agreed in writing by the Director and NGC, make the
determination referred to therein giving supporting reasons
and:
(a) if the determination of the Director is
that the proposed change does not have a material
adverse effect upon the rights and liabilities as set
out in this Schedule of the TUG Parties as a group,
then the proposed change shall come into effect in
accordance with the provisions
of this Agreement;
(b) if the determination of the Director is
that the proposed change does have a material adverse
effect upon the rights and liabilities as set out in
this Schedule of the TUG Parties as a group, the
Director shall require that the proposed change does
not come into effect and in which case such proposed
change shall not come into effect; and
(c) if the Director determines that a
proposed change is not to come into effect pursuant
to paragraph 2.5.4(b), the Director shall have no
authority to require any modifications to the
proposed change to obviate or mitigate such material
adverse effect or to require any other change.
2.5.5 If the Director does not make his determination within
28 days of receipt of a referral or, such other period as
shall have been agreed in writing by the Director and NGC, in
accordance with the terms of paragraph 2.5.4, the proposed
change shall come into effect in accordance with the provision
of this Agreement.
3. TUG Parties
3.1 The Parties and TUG Parties shall admit a New TUG Party as an
additional party for the purposes of this Schedule only, on the terms
set out in paragraph 2. Such admission shall take effect by way of a
TUG Deed of Accession prepared by NGC at the expense and cost of the
New TUG Party and to be executed by NGC for itself and on behalf of all
other Parties and TUG Parties. Upon execution and delivery of the TUG
Deed of Accession by NGC and the New TUG Party and subject to the terms
and conditions of that TUG Deed of Accession, the New TUG Party shall.
for the purposes of this Schedule only, on the terms set out in
paragraph 2, become a TUG Party.
3.2 Each Party and each TUG Party hereby authorises and instructs NGC to
execute any such TUG Deed of Accession on its behalf and undertakes not
to withdraw, qualify or revoke any such authority or instruction at any
time.
3.3 NGC shall promptly notify all Parties and all TUG Parties in writing
that the New TUG Party has become a TUG Party .
3.4 In addition to the provisions of paragraph 6, a TUG Party shall cease
to be a TUG when it accedes to this Agreement as a Party.
4. Establishment of the Transmission Users Group
4.1 Each Party and each TUG Party hereby agrees to the establishment of
the Transmission Users Group upon the terms and subject to the
conditions of this Agreement and the TUG Constitution and agrees to
comply with the provisions of the TUG Construction.
5. Incorporation by reference
5.1 The provisions of Clauses 1, 15, 20 to 24 inclusive and 26 to 30
inclusive of this Agreement shall be deemed to be incorporated into
this Schedule 4 mutatis mutandis as if each reference therein to the
word "Party" were a reference to the words "Party and TUG Party" and
each reference therein to the word "Parties" were to the words "Parties
and TUG Parties".
5.2 For the avoidance of doubt, the provisions of Clauses 2 to 14
inclusive, 16 to 19 inclusive and 25 shall not be regarded as
incorporated into this Schedule and shall not apply to this Schedule.
6. Duration and Termination
6.1 A TUG Party shall automatically cease to be a TUG Party upon ceasing
to be an Industry Party.
6.2 A Party (other than NGC) which is not an Industry Party shall not be
bound by this Schedule and shall have no rights or obligations in
relation to this Schedule. A Party which ceases to be an Industry Party
shall automatically cease to be bound by this Schedule and shall have
no rights or obligations in relation to this Schedule.
6.3 A person ceasing to be a TUG Party (including under paragraph 3.4)
shall not affect any rights or obligations of such TUG Party which may
have accrued to the date of termination or expiry and shall not affect
any continuing obligations of any TUG Party under this Agreement.
6.4 A Party ceasing to be bound by the provisions of this Schedule in
accordance with paragraph 6.2 shall not affect any rights or
obligations of such Party which may have accrued to the date on which
it ceased to be an Industry Party and shall not affect any continuing
obligations of any Party under this Agreement.
6.5 Following termination of this Agreement paragraph 7 shall remain in
full force and effect.
7. Confidentiality
7.1 Each Party and each TUG Party (each an "Obligor") hereby undertakes
with each other Party and each other TUG Party that it shall preserve
the confidentiality of. and not directly or indirectly reveal, report,
publish, disclose, transfer or use for its own purposes. TUG
Confidential information except:
7.1.1 in the circumstances set out in paragraph 7.2: or
7.1.2 to the extent otherwise expressly permitted by this Schedule; or
7.1.3 with the prior consent in writing of the other Parties and
TUG Parties to whose affairs such TUG Confidential
Information relates.
7.2 The circumstances referred to in paragraph 7.1 are:
7.2.1 where the TUG Confidential Information is in the public
domain before it is furnished to the Obligor; or
7.2.2 where the TUG Confidential Information after it is furnished to
the Obligor:
(a) is acquired by the Obligor in circumstances to which this
paragraph 7 does not apply;
(b) is acquired by the Obligor in circumstances to which this
paragraph 7 does apply but then ceases to be subject to the
restrictions imposed by paragraph 7; or
(c) enters the public domain.
and in any case otherwise than as a result of (i) a
breach by the Obligor of its obligations in this paragraph 7
or (ii) a breach by the person who disclosed that TUG
Confidential Information of that person's confidentiality
obligation and the Obligor is aware of such breach; or
7.2.3 if the Obligor is required or permitted to make
disclosure of the TUG Confidential Information to any person:
(a) in compliance with the duties of the Obligor under the
Act or any other requirements of a Competent Authority;
or
(b) in compliance with the conditions of any Licence or any
document referred to in any Licence with which the
Obligor is required to comply; or
(c) in compliance with any other requirement or 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
Arbitration Association or pursuant to any judicial or
other arbitral process or tribunal having jurisdiction
in relation to the Obligor; or
(f) in compliance with the requirements of Section 35 of
the Act and with the provisions of the Fuel Security
Code; or
7.2.4 if the Obligor makes disclosure of the TUG Confidential
Information to its employees, directors, agents, consultants
and professional advisers in each case on the basis set out in
paragraph 7.3; or
7.2.5 if the Obligor makes disclosure of the TUG Confidential
Information in circumstances where it is expressly permitted
or required to disclose that information under the terms of
any agreement or arrangement (including this Agreement) with
the party to whose affairs such TUG Confidential Information
relates.
7.3 The Obligor shall adopt procedures within its organisation (applicable
to (without limitation) its employees and directors) for ensuring the
confidentiality of TUG Confidential Information which it is obliged to
preserve as confidential under paragraph 7. 1. These procedures shall
include, but shall not necessarily be limited to:
7.3.1 TUG Confidential Information will be disseminated within
the Obligor only on a "need to know" basis.
7.3.2 agents, consultants and professional advisers of the
Obligor in receipt of TUG Confidential Information will be
made fully aware of the Obligor's obligations of confidence in
relation thereto and enter into similar confidentiality
undertakings as are given by the Obligor under this paragraph
7; and
7.3.3 any copies of the TUG Confidential Information whether
in hard copy or computerised form will clearly identify the
TUG Confidential Information as confidential.
7.4 The provisions of this paragraph 7 shall continue to bind a person
after its cessation as a Party or a TUG Party (as the case may be) for
whatever reason.
8. Variations
8.1 Subject to the terms of paragraphs 8.2 and 8.3, no variations to this
Schedule (including, without limitation, this paragraph 8) shall be
effective unless made in writing and signed by and on behalf of all
Parties and all TUG Parties. The Parties and the TUG Parties shall
effect any amendment required to be made to this Schedule by the
Director as a result of a change in the Transmission Licence or an
order or direction made pursuant to the Act or a Licence and each Party
and each TUG 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.
8.2 Subject to the terms of paragraph 8.4, all variations to the TUG
Constitution shall be made in accordance with the terms of paragraph
14.8 of the TUG Constitution or any other relevant provision of the TUG
Constitution from time to time providing for amendments of the TUG
Construction. Each Party and each TUG Party hereby authorises and
instructs NGC to make and to sign any amendment on its behalf which are
approved pursuant to the terms of the TUG Constitution and undertakes
not to withdraw, qualify or revoke such authority or instruction at any
time.
8.3 Notwithstanding. the term of paragraph 1.2 the meanings of the
expressions "Industry Party" and "Representative" which are primarily
defined in the TUG Constitution shall only be amended in accordance
with the provisions of the TUG Constitution.
8.4 In the event of any inconsistency between the provisions of the TUG
Constitution and the Agreement, the provisions of the Agreement shall
prevail.
9. Ratification
Each of the Parties and the TUG Parties hereby ratifies the appointment
of those individuals listed in Appendix 1 of the TUG Construction (in
its form when first brought into effect) as the first officers and
Representatives of the Transmission Users Group and expressly
acknowledge and agree that those individuals are Representatives and
officers of the Transmission Users Group duly appointed in accordance
with the terms of the TUG Constitution.
10. Indemnities
10.1 Subject to the terms of paragraphs 10.2 and 10.3, each Party and each
TUG Party (in their respective capacities as Industry Parties)
expressly acknowledges and agrees that it shall indemnify and keep
indemnified the Representative by whom it is represented as provided in
paragraph 6.1 of the TUG Constitution (and, if more than one, as
between the relevant Parties and TUG Parties rateably in proportion to
their weighted voting rights as provided in paragraph 14.6 of the TUG
Constitution) from and against any and all costs (including legal
costs), charges, expenses, damages, or other liabilities properly
incurred or suffered by the Representative in relation to the
Transmission Users Group or his office as a Representative or the due
exercise by him of his powers, duties and responsibilities as a
Representative under this Agreement and the TUG Constitution and all
claims, demands or proceedings arising out of or in connection with the
same except any such costs, charges, expenses, damages or other
liabilities which are suffered or incurred or occasioned by the wilful
default or bad faith
of, or breach of obligation, duty or trust by such a Representative.
10.2 Where a Representative represents more than one Industry Party, each
Party and each TUG Party (in their respective capacities as Industry
Parties) who is represented by such Representative agrees to indemnify
such Representative on a joint and several basis in accordance with the
terms of paragraph 10. l.
10.3 Each Party and each TUG Party shall upon the request of any
Representative by whom the Party or TUG Party is represented. provide
to such Representative a written deed of indemnity reflecting the terms
of this paragraph 10.
Appendix 1
Form of Deed of Accession
THIS DEED OF ACCESSION is made on [ ]
BETWEEN:
(1) [ ], a company incorporated [with limited liability] under the laws of
[ ] (registered number) and having its registered [principal] office at
[ ] (the "New TUG Party"); and
(2) The National Grid Company plc ("NGC") on behalf of all the parties to the
Master Agreement referred to below.
WHEREAS:
(A) By an agreement dated 30th March 1990 (the "Master Agreement") made
between The National Grid Company plc and the Users (as named therein)
(as amended, varied, supplemented and modified) the parties thereto
agreed to establish a contractual framework between NGC and the Users
pursuant to which supplemental agreements would be entered into
providing for (inter alia) connection to NGC's Transmission System and
the payment of certain charges.
(B) By paragraph 3 of Schedule 4 to the Master Agreement additional parties
may be admitted to that Agreement for the purposes of, and only to be
bound by and conferred rights in accordance with, Schedule 4 thereto in
the capacity of TUG Party; and
(C) The New TUG Party is not a Party or a TUG Party and has requested that
it be admitted as a TUG Party pursuant to paragraph 3 of Schedule 4 to
the Master Agreement and each of the Parties and TUG Parties hereby
agrees to such admission.
NOW IT IS HEREBY AGREED as follows:
1 . Unless the context otherwise requires, words and expressions defined
in the Master Agreement used for the purposes of Schedule 4 to the
Master Agreement shall bear the same meanings respectively when used
herein.
2. NGC (acting on behalf of each of the Parties and TUG Parties) hereby
admits the New TUG Party as an additional TUG Party under Schedule 4 to
the Master Agreement on the terms and conditions hereof and with effect
from [insert effective date of admission].
3. The New TUG Party hereby accepts its admission as a TUG Party and
undertakes with NGC (acting on behalf of each of the Parties and TUG
Parties) to perform and to be bound by the terms and conditions of
Schedule 4 to the Master Agreement as a TUG Party as from the [insert
effective date of admission].
4. For all purposes in connection with the Master Agreement the New TUG
Party shall as from the [insert effective date of admission] be treated
including for the purposes of paragraph 2 of Schedule 4 to the Master
Agreement as if it had been a signatory of the Master Agreement as a
TUG Party and as if this Agreement were part of the Master Agreement.
and the rights and obligations of the Parties and TUG Parties shall be
construed accordingly.
IN WITNESS whereof this document has been duly executed and delivered as deed
the day and year first above written.
EXECUTED as a DEED by
[NEW TUG PARTY]
.............................................
Director
.............................................
Director/Secretary
Notice details (Clause 23 of the Master Agreement as incorporated into Schedule
4 thereto by paragraph 5 thereof).
Address:
Telex number:
Facsimile number:
Attention:
EXECUTED as a DEED by
THE NATIONAL GRID COMPANY PLC for and on behalf of each of the Parties
(including TUG Parties) to the Master Agreement
...............................................
Director
...............................................
Director/Secretary
Appendix 2
Form of TUG Constitution and Rules
THE TRANSMISSION USERS GROUP
CONSTITUTION AND RULES
TABLE OF CONTENTS
Paragraph Page
1. Name of the Group
2. Definitions and Interpretation
3. Constitution
4. Objects and Powers
5. Membership
6. Appointment of Representatives
7. Chairman
8. Secretary
9. Alternates
10. Vacation of Office
11. Meetings
12. Notice of Meetings
13. Proceedings at Meetings and Quorum
14. Representation, Voting and Resolutions
15. Minutes
16. Sub Committees and Working Groups
Appendices
1. List of first Chairman, Secretary and Representatives of the Transmission
Users Group
2. Part 1 - Industry Party Representatives Election Procedure
Part 2 - Appointment of Consumer Party Representatives
3. Calculation of Industry Party Votes
4. Form of Consumer Party Representatives Confidentiality Letter of
Undertaking
The Transmission Users Group
1. Name of the Group
The Group shall be called the "Transmission Users Group".
2. Definitions and Interpretation
2.1 The following words and expressions shall have the following meanings
in this Constitution and Rules:
"Ancillary Service" has the
meaning given to that phrase in the Grid Code;
"Chairman" means the
person appointed to be Chairman from time to time
pursuant to paragraph 7. 1 the Vice Chairman when
acting as Chairman, and a Representative appointed to
be Chairman of a Meeting of the Group pursuant to
paragraph 7.2;
"Constitution" means the
constitution and rules of the Group as set out herein,
as may be amended from time to time in accordance with
the terms of the Master Agreement;
'Consumer Party" means any body
which. from time to time is included on the list drawn
up by the Chairman pursuant to Part 2 of Appendix 2;
"Consumer Party
Representative" means a
representative appointed in accordance with paragraph
6.3 and who has entered into a Letter of Undertaking;
"Domestic Consumer" means a customer
supplied or to be supplied at premises used by him
wholly or mainly for domestic purposes;
"Externally Interconnected Party " has the meaning
given to that phrase in the Grid Code;
"External Pool Members" has the meaning
given to that phrase in the Grid Code;
"Generator" has the
meaning given to that phrase in the Grid Code;
"Grid Code Review Panel" has the meaning
given to that phrase in the Grid Code;
"Group" means the
Transmission Users Group;
"lndustry Party" means each person
who is one or more of the following:-
(a) Generator;
(b) Public Electricity Supplier;
(c) Second Tier Supplier;
(d) Non Embedded Customer;
(e) Externally Interconnected Party;
(f) External Pool Member;
(g) Provider of Ancillary
Services not otherwise included in the above
list;
and who:
has had
votes allocated to it on
1st April of the applicable
TUG Year as a result of the
vote allocation procedure
carried out in accordance
with paragraph 6 of the
Constitution;
continues to
be within one or more of the categories within the list
in (a) to (g) above during the applicable TUG Year; and
has agreed
to be bound by the
provisions relating to the
Group contained in Schedule
4 of the Master Agreement
or when admitted as a Party
or TUG Party will become
bound by the provisions
relating to the Group
contained in Schedule 4 of
the Master Agreement
without having to satisfy
any further conditions;
"Industry Party Group"
means in relation to any
Industry Party that
Industry Party and any
affiliate (as defused in
the Pooling and Settlement
Agreement) and related
undertaking (as defined in
the Pooling and Settlement
Agreement) of that Industry
Party which is itself an
Industry Party;
"Industry Party
Representative" means a
representative appointed in accordance with paragraph
6.1;
"Interested Party" means
both Consumer Parties and
Industry Parties;
'Interested Parties'
Meeting" means the annual
meeting referred to in
paragraph 11.3 to which
Interested Parties, NGC and
Non-Voting Representatives
may attend;
"Letter of Undertaking" means a letter of
undertaking to be signed by each Consumer
Representative in the form set out in Appendix 4;
"Master Agreement"
means the Master Connection
and Use of System Agreement
dated 30 March 1990 as
amended from time to time;
"NGC Representative" means a
representative appointed in accordance with paragraph
6.4;
"Nomination Form" means the form of
that name referred to in paragraph 4 of Part 1 of
Appendix 2;
"Non-Embedded Customer" has the meaning
given to that phrase in the Grid Code;
"Non-Voting Representative" means a
representative referred to in paragraph 5.1.3;
"Representative" means either an
Industry Party Representative, a Consumer Party
Representative,, the NGC Representative or a Non-Voting
Representative, or all or some as the context requires;
"Second Tier Suppliers" has the meaning
given to that phrase in the Grid Code;
" Secretary " means the
person duly appointed from time to time pursuant to
paragraph 8;
"TUG Issues" means the
objects of the Group as set out in paragraph 4;
"TUG Year" means a
year beginning on I April each year;
"Vice Chairman" means the person
appointed to be Vice Chairman from time to time
pursuant to paragraph 7.3;
"Voting Paper" means the paper of
that name referred to in paragraph 8 of Part 1 of
Appendix 2; and
"Voting Representative" means a
representative referred to in paragraph 5.1.2.
2.2 Except as otherwise provided herein and unless the context otherwise
admits, words and expressions used herein shall have the same meaning
as defined in the Pooling and Settlement Agreement or the Master
Agreement. In the event of conflict the definition used in the Master
Agreement will prevail.
2.3 Words importing the singular only also include the plural and vice
versa where the context requires. Words importing the masculine only
also include the feminine.
2.4 Headings and titles shall not be taken into consideration in the
interpretation or construction of the words and expressions used
herein.
2.5 Unless the context otherwise requires. references in this Constitution
to a particular paragraph or Appendix shall be a reference to that
paragraph or Appendix in this Constitution.
3. Constitution
The Group is a standing body established pursuant to the Master
Agreement to deal with TUG Issues.
4. Objects and Powers
4.1 The object of the Group shall be to meet to consider and/or discuss
electricity transmission related issues.
4.2 The Group shall also have the following powers:
4.2.1 to consider the adoption of issues which other bodies
(including the Executive Committee (PEC) and the Grid Code
Review Panel) may offer to it, or agree to pass to it, and the
mechanics of such adoption;
4.2.2 to amend the Constitution of the Group from time to time; and
4.2.3 to consider whether the Group should request other
bodies to adopt TUG Issues which it would like to refer to
such other bodies.
5. Membership
5.1 The Group shall consist of:
5.1.1 officers
(a) a Chairman; and
(b) a Secretary.
5.1.2 Voting Representatives
(a) not more than 15 Industry Party Representatives appointed in
accordance with paragraph 6.1; and
(b) not more than 3 Consumer Party Representatives appointed in
accordance with paragraph 6.3.
5.1.3 Non-Voting
(a) 1 observer nominated by the Executive Committee
(PEC);
(b) 1 observer nominated by the Director; and
(c) 1 observer nominated by the Grid Code Review Panel.
5.1.4 NGC Representative
Not more than 1 NGC Representative.
5.2 Experts may also attend meetings of the Group in accordance with
the provisions of paragraph 14.3. --------
5.3 A list of the first Representatives, the Chairman and the Secretary of
the Group i@@ set out in Appendix 1. A revised copy of Appendix 1 will
be circulated to Representatives and to the Chairman as soon as
reasonably practicable following any change. and the revised Appendix 1
will replace the then existing Appendix 1. Any revision of Appendix I
to reflect changes to Representatives or the Chairman will be deemed
not to be an amendment to the Constitution pursuant to paragraph 14.
5.4 No person other than an individual shall be appointed a Representative
(or alternate) or the Chairman. An individual shall not be appointed as
a Voting Representative if he is an employee or officer of or a person
acting exclusively for a company or other entity (whether or not a
corporate body) which already has a Voting Representative on the Group
or if his appointment as a Voting Representative would result in the
Group consisting of two or more Voting Representatives from she same
Industry Party Group.
6. Appointment of Representatives
6.1 Industry Part,,, Representatives
Industry Party Representatives will be elected in accordance with the
election procedure set out in Part I of Appendix 2. which election
shall be conducted by NGC. The Group will review and amend as necessary
from time to time the election procedure set out in Part I of Appendix
2 in relation to Industry Parry Representatives and will in any event
carry out such a review not earlier than 12 months but no later than 24
months of the Group being
established.
6.2 Representative's Constituents
6.2.1 An Industry Party Representative shall:-
6.2.1.1 in the case of Industry
Party Representatives who have been elected
pursuant to Part 1 of Appendix 2. represent
the interests of:
(a) all the Industry Parties on whose Voting Paper he was the highest
placed preference amongst those elected in accordance with
paragraph 8 of Part I of Appendix 2; and
(b) in the case of those Industry Parties who did not express a
preference for any elected Representative, those who have
subsequently selected such Representative as their choice
pursuant to paragraph 6.2.2.
6.2.1.1 in the case of Industry Party Representatives who (as a result of there
being 15 or fewer than 15 nominations received) have been appointed
pursuant to paragraph 7.1 of Part 1 of Appendix 2. represent the interests
of:-
(a) all the industry Parties who nominated him in accordance with
paragraph 6 of Part 1 of Appendix 2; and
(b) in the case of those Industry Parties who did not make a
nomination. those who have subsequently selected such
representative as their choice pursuant to paragraph 6.2.2.
6.2.2 In the event that an Industry Party did not:
6.2.2.1 express a preference for any elected Industry Party Representative, or
6.2.2.2 nominate an industry Party Representative appointed pursuant to
paragraph 7.1 of Part 1 of Appendix 2 (as the case may be),
that Industry Party may choose subsequently to select
one of the elected or appointed (as the case may be) Industry
Party Representatives to be its Representative in accordance
with paragraph 7.3 or 10 (as the case may be) of Part I of
Appendix 2. If it does not so select one of the elected or
appointed (as the case may be) Industry Party
Representatives, then it shall not be represented.
6.2.3 An Industry Party Representative cannot refuse to represent an Industry
Party who selects him under paragraphs 6.2.1 and 6.2.2.
6.3 Consumer Party Representatives
Consumer Party Representatives (one of whom must represent the
interests of Domestic Consumers and no more than 2 may represent the.
interests of other consumers) will be appointed in accordance with Part
2 of Appendix 2, which procedure shall be conducted by the Chairman. No
person (including, for the avoidance of doubt, Industry Parties and
Representatives) shall be entitled to make any claim for compensation
or damages or any other relief whatsoever against NGC as a result of
NGC performing its obligations in accordance with paragraph 1 of Part 2
of Appendix 2. The Group will review and amend as necessary from time
to time the selection procedure set but in Part 2 of Appendix 2 in
relation to Consumer Party Representatives and will in any event carry
out such a review not earlier than 12 months but no later than 24
months of the Group being established.
6.4 NGC Representative
NGC will. from time to time. appoint a person to act as the NGC
Representative and shall have the power to remove such person so
appointed. Any appointment or removal of the NGC Representative shall
be effected by notice in writing and delivered to the Secretary or
tendered at a meeting of the Group.
6.5 Non-Voting Representatives
Non-Voting Representatives are those listed in paragraph 5.1.3. Each
Non-Voting Representative may attend meetings of the Group, and may
speak, but cannot vote.
6.6 Appeal/Audit of election/selection procedure for Representatives
If any Interested Party believes that the procedures set out in Parts I
or 2 (as the case may be) of Appendix 2 have not been followed
correctly to a significant extent it may ask the Chairman appointed
pursuant to paragraph 7.1 to investigate. If. following, investigation
(which shall take such form as the Chairman decides) the Chainnan
believes there are grounds for further investigation, the Chairman
shall appoint a suitable external person or body to carry out further
investigation. The Chairman shall carry out such investigation as
expeditiously as is reasonably practicable. In any event, the Chairman
shall report on the progress of such investigation at the next meeting
of the Group following a request by any Interested Party to investigate
and subsequent meetings of the Group if necessary.
6.7 Findings of A1212eal/Audit of Election/Selection Procedure for
Representatives
If, as a result of an investigation carried out under paragraph 6.6
above it is found:-
6.7.1 that the number of votes allocated to Industry Parties is incorrect: or
6.7.2 that as a result of an incorrect allocation of votes
between Industry Parties or a miscalculation of votes. an
Industry Party Representative would have not been elected had
the votes been allocated or calculated correctly; or
6.7.3 that the procedure for the selection of Consumer Party
Representatives had not been followed correctly to a
significant extent,
then the Representatives elected or selected (as the case may be) shall
remain Representatives of the Group until the next election or
selection procedure (as the case may be). In the event of the votes
allocated between Industry Parties being incorrect then NGC shall
re-allocate the votes appropriately between Industry Parties.
7. Chairman
7.1 Upon the retirement or removal by NGC of the first and each successive
Chairman. NGC shall appoint a person to act as Chairman. The Chairman
shall be an executive director of NGC except for the first Chairman who
shall be the "Director. Commercial and System Strategy" as at 1 April
1997.
7.2 The Chairman shall preside at every meeting of the Group at which he is
present. If the Chairman is unable to be present at a meeting, the
Vice-Chairman appointed pursuant to paragraph 7.3 shall act as
Chairman. If neither the Chairman nor the Vice Chairman is present
within half an hour after the time appointed for holding the meeting,
the Representatives present may appoint a Representative to be Chairman
of the meeting provided that such meeting is quorate in accordance with
paragraph 13.2.
7.3 At the first meeting of the Group (and from time to time thereafter)
the Representatives present at such meeting shall elect. by a simple
majority on a show of hands, one of the Representatives to be
Vice-Chairman. Representatives present shall each have one vote. For
the avoidance of doubt Industry Party Representatives will not be
required to vote in accordance with the wishes of those Interested
Parties whom he represents and Non-Voting Representatives and the NGC
Representative present shall each have one vote on the election of a
Vice-Chairman.
7.4 The Chairman shall have and carry out only such duties and
responsibilities and exercise such powers as are expressly provided in
this Constitution. The Chairman shall exercise impartially all such
duties, responsibilities and powers.
7.5 If the Chairman does not carry out his duties and responsibilities in
accordance with Paragraph 7.4, the Group may pass a resolution which
shall be recorded in the minutes of the Group expressing its concern at
that failure.
8. Secretary
8.1 NGC shall, unless the Group decides otherwise, perform the secretarial
role in relation to the Group and shall provide a Secretary together
with such other staff as it shall deem necessary. NGC shall notify each
Representative of the identity and address for correspondence of the
Secretary as soon as reasonably practicable after his appointment.
8.2 The Secretary shall not be a Representative of the Group and shall not
be entitled to cast a vote at any meeting although he shall have the
right to speak at a meeting.
8.3 The Secretary's duties shall be to attend to the day to day operation
of the Group and in particular to:
8.3.1attend to the requisition of meetings and to serve all requisite
notices;
8.3.2maintain a register of names and addresses of Representatives
and the Chairman and alternates as appointed from time to time;
and
8.3.3 keep minutes of all meetings.
9. Alternates
9.1 Each Representative shall have the power to appoint any individual to
be his alternate and may at the Representative's discretion remove an
alternate so appointed.
9.2 Any appointment or removal of an alternate shall (unless the Chairman
otherwise agrees) be effected by notice in writing executed by the
Representative appointing the alternate and delivered to the Secretary
or tendered at a meeting of the Group.
9.3 If the Representative appointing the alternate so requests, an
alternate shall be entitled to receive notice of all meetings of the
Group or of meetings of sub-committees or working groups of which the
Representative who appointed him is a member, and for the purpose of
the proceedings at the meeting, the provisions of this Constitution
shall apply as if the alternate were a Representative. Every person
acting as an alternate shall have the votes of each Representative for
whom that person acts as alternate, in addition to that person's own
votes if he is also a Representative.
9.4 An alternate Representative shall cease to be an alternate if the
Representative who appointed him ceases for any reason to be a
Representative.
9.5 References in this Constitution to a Representative shall, unless the
context otherwise requires, include his duly appointed alternate.
10. Vacation of Office
10.1 The office of a Representative shall be vacated if:
10.1.1 the Representative resigns his office by notice delivered to
the Secretary; or
10.1.2 three consecutive meetings of the Group have been held
at which neither that Representative nor his alternate has
been present. neither having submitted to the Chairman an
explanation for absence which is acceptable in the reasonable
opinion of the Chairman appointed pursuant to paragraph 7.1;
or
10.1.3 the Representative conducts himself in a manner which
in the reasonable opinion of the Chairman appointed pursuant
to paragraph 7.1 is unbecoming to the office of a
Representative.
10.2 In the event that the office of an Industry Party Representative is
vacated pursuant to paragraph 10.1 or such Industry Party
Representative dies or ceases to be employed or exclusively retained by
the company or other entity (whether or not a corporate body) which
employed him at the time he was elected or (as the case may be)
nominated then:
10.2.1 those Industry Parties whom such Industry Party
Representative represents (as identified on the list published
by NGC pursuant to paragraph 11 of Part 1 of Appendix 2)
may select a new Industry Party Representative;
10.2.2 in the event that an Industry Party does not wish the
newly selected Industry Party Representative to be its
Representative it may select one of the other elected Industry
Party Representatives to be its Representative;
10.2.3 if it does not wish the newly elected lndustry Party
Representative to be its Representative and it does not so
select one of the other elected Industry Party
Representatives, then it shall cease to be represented.
In any event such Industry Party shall notify the Secretary of its
selection or non-selection as the case may be.
10.3 In the event that the office of a Consumer Party Representative is
vacated pursuant to paragraph 10.1 or such Consumer Party
Representative dies, the Electricity Consumers' Committees Chairman's
Group shall be invited to select a new Consumer Party Representative.
10.4 In the event that the office of a Non-Voting Representative or the NGC
Representative is vacated pursuant to paragraph 10.1 or such
Representative dies then the Executive Committee (PEC) or the Director
or the Grid Code Review Panel or NGC (as the case may) will
appoint a new Representative.
10.5 Any Representative elected or appointed pursuant to paragraphs 10.2 or
10.3 above shall remain in office until such time as new elections take
place pursuant to Part 1 of Appendix 2.
11. Meetings
11.1 The Group shall call meetings at such regular scheduled times as it may
decide, but in any event meetings shall be called no more than 8 weeks
apart.
11.2 The Chairman or any Representative may request the Secretary to
requisition further meetings by giving 21 days notice to the Secretary.
The notice shall be:
11.2.1 in writing; and
11.2.2 contain a summary of the business that it is proposed
will be conducted and the Secretary shall proceed to convene a
meeting of the Group within 7 days of the date of expiry of
such notice in accordance with the provisions of paragraph 12.
11.3 In March of each year an Interested Parties Meeting will be held. The
following matters will be included on the agenda for the Interested
Parties Meeting:
11.3.1 a report from the Chairman on the business conducted by
the Group over the preceding twelve months; and
11.3.2 the appropriate elements of the election or appointment
(as the case may be) of paragraphs 6.1 and 6.3.
12. Notice of Meetings
12.1 All meetings shall be called by the Secretary on at least 14 days
written notice (exclusive of the day on which it is served and of the
day for which it is given), or by shorter notice if so agreed by all
Representatives and the Chairman.
12.2 If at any time a person has not been appointed as Secretary, or the
Secretary is for any reason unable to act. the Chairman shall make
alternative arrangements to convene meetings.
12.3 The notice of each meeting shall be given to all Representatives and to
the Chairman and shall contain the time. date and venue of the meeting,
an agenda and a summary of the business to be conducted.
12.4 The accidental omission to give notice of a meeting to, or the
non-receipt of notice of a meeting by person entitled to receive notice
shall not invalidate the proceedings at that meeting.
12.5 By notice to the Secretary, any Representative can request additional
matters to be considered at the meeting and provided such notice is
given at least 10 days (exclusive of the day on which is is served and
of the day for which it is given) before the date of the
meeting, those matters will be included in a revised agenda for the meeting. The
Secretary shall circulate the revised agenda to the Chairman and to
each Representative as soon as practicable.
12.6 Each Representative and the Chairman shall from time to time
communicate his address to the Secretary and all notices sent to such
address shall be considered as having been duly given.
13. Proceedings at Meetings and Quorum
13.1 Subject to paragraphs 11 and 12 the Group may meet for the transaction
of business and adjourn and otherwise regulate its meetings as it
thinks fit.
13.2 8 Voting Representatives and the NGC Representative present in person or by
their alternates shall constitute a quorum for a meeting. of the Group.
13.3 Subject to the provisions of paragraph 13.5, the Chairman may, after a
reasonable period of time from the time appointed for holding any
meeting of the Group decide that because a quorum is not present, the
meeting shall be adjourned. The meeting shall be adjourned to such day,
time and place as the Secretary may notify to Representatives and to
the Chainnan within 3 days of the adjournment. Alternatively, the
Chairman may with the consent of all Representatives present decide
that the meeting of the Group should proceed. In the case of a meeting
which. at any time, ceases to be quorate the Chairman may also with the
consent of all Representatives remaining decide that such meeting
should continue.
13.4 A meeting adjourned in accordance with paragraph 13.3 shall not be
called to take place within one week of the adjournment but may be
called on less than 14 days notice. If at such adjourned meeting a
quorum is not present within a reasonable period of time (as the
Chairman may decide) from the time appointed for holding the meeting,
the meeting shall not take place.
13.5 Only matters identified in the agenda referred to in paragraph 12.3 (or
a revised agenda submitted pursuant to paragraph 12.5), and which have
been discussed as an agenda item at a meeting of the Group which met
the requirements of paragraph 13.2 at least 4 weeks prior. shall be
resolved upon at a meeting (but this shall not prevent matters raised
under the heading "Any Other Business" being discussed), provided that
the meeting at which a matter is to be resolved upon is itself quorate
or (in the case of a meeting which is not quorate throughout) the
matter is resolved upon in that part of the meeting which was quorate.
13.6 In the event that:
13.6.1 there was some defect in the appointment of either a Representative or
the Chairman;
13.6.2 the election procedure has not been properly followed;
13.6.3 the votes cast by a Voting Representative did not reflect the views of
those he represents; or
13.6.4 the minutes are not approved.
any decision taken by any meeting of the Group or of a sub-committee or
working group shall be valid as if such person had been duly appointed,
the election procedure had been duly followed, or the votes were fully
reflective, or (as the case may be) the minutes had been duly approved
provided that none of the events set out in paragraphs 13.6.1 to 13.6.4
above has occurred as a result of a failure by either an Interested
Party or a Representative to act in good faith.
13.7 In the exercise of its powers and the performance of its duties and
responsibilities, the Group shall have due regard for the need to
promote the attainment of the objects of the Group set out in paragraph
4.1.
13.8 The Group, each Representative, the Chairman and the Secretary shall be
entitled to rely upon any communication or document reasonably believed
by it or him to be genuine and correct and to have been communicated or
signed by the person by whom it purports to be communicated or signed.
14. Representation, Voting and Resolutions
14.1 The Chairman. each Representative and the Secretary shall be entitled to
attend and speak at every meeting of the Group.
14.2 Subject to an Industry Party Representative's overriding obligation as
a Representative of the Group set out in paragraph 13.7, in the
exercise of his powers and the performance of his duties and
responsibilities as a Representative. an Industry Party Representative
shall represent the interests of the Industry Party or Parties as the
case may be whom he represents pursuant to paragraph 6.2 above
(including representing different views). An Industry Party
Representative shall cast the votes of the Industry Party or Parties as
the case may be whom he represents as directed by such Industry
Parties.
14.3 Experts shall (at the discretion of the Chairman. due notice having
been given to him prior to the meeting) be entitled to attend any
meeting of the Group with a Representative and shall be entitled to
speak at any meeting but shall not be entitled to vote on any issue.
14.4 Industry Parties shall between them have a maximum of 135,000.000 votes
and Consumer Party Representatives shall between them have a maximum of
15.000,000 votes. Each Industry Party shall exercise its votes through
the
Representative who represents it. In respect of any vote by Representatives of
the Group no resolution shall be passed without the agreement of the
NGC Representative.
14.5 The votes allocated pursuant to Appendix 3 to Industry Parties who, as
a result of failing to select one of the elected industry Party
Representatives pursuant to paragraphs 6.2.2 or 10.2.2 are not
represented on the Group shall not be re-allocated between those
Industry Parties who are represented on the Group.
14.6 Industry Parties and Consumer Party Representatives shall have votes
calculated as set out in ill review and amend as necessary Appendix 3,
such votes to be calculated by NGC. The Group will from time to time
the provisions set out in Appendix 3 in relation to the calculation of
votes for Industry Parties and Consumer Party Representatives and will
in any event carry out such a review not earlier than 12 months but no
later than 24 months of the Group being established.
14.7 Appeal on a vote to change Constitution and Rules
If any lndustry Party does not agree with any proposed change to the
Constitution it may (in circumstances where the provisions of Licence
Condition IOC(3) of NGC's Transmission Licence apply) request the
Director to make a determination pursuant to Licence Condition IOC(3)
of NGC's Transmission Licence.
14.8 This Constitution shall not be changed other dm by a majority vote of
65 % of votes cast by Voting Representatives at a meeting of the Group
which is quorate pursuant to paragraph 13.2 and endorsed by NGC
pursuant to paragraph 14.4.
15. Minutes
15.1 The Secretary shall circulate copies of the minutes of each meeting of
the Group and of Group decisions to each Representative and to the
Chairman as soon as practicable and in any event within 14 days after
the relevant meeting has been held.
15.2 If the Secretary receives any comments on the minutes, he shall then
include those aspects of the minutes upon which there is disagreement
into the agenda for the next following meeting of the Group as the
first item for resolution. The minutes shall be formally approved at
the next following meeting.
16. Sub Committees and Working Groups
16.1 The Group may establish sub-committees from time to time. Each
sub-committee:
16.1.1 shall be composed of such persons (whether or not
Representatives) and shall discharge such rights, powers,
duties and responsibility as the Group may determine;
16.1.2 shall be given and shall be subject to written terms of
reference and to such procedures as the Group may determine;
16.1.3 shall, in the exercise of its rights and powers and the
performance of its duties and responsibilities delegated to it
by the Group, at all times conduct itself and its affairs in a
manner which it considers best designed to give effect to the
object set out in paragraph 4.1.
16.2 The meetings of sub-committees shall so far as possible be arranged so
that the minutes of such meetings can if appropriate be presented to
the Representatives in sufficient time for consideration before the
next following meeting of the Group.
16.3 The Group may further establish working groups to advise it on any
matter from time to time. Such working groups may consist of
Representatives and/or others as the Group may determine for the
purpose.
16.4 Resolutions of sub-committees and working groups shall not have binding
effect unless approved by resolution of the Group.
17. Dispute Resolution
17.1 Subject to the terms of paragraph 17.2 the provisions of Clause 26 of
the Master Agreement shall apply to this Constitution.
17.2 Notwithstanding the terms of paragraph 5. 1 of Schedule 4 of the
Master Agreement, where circumstances contemplated by paragraph 6.6 or
paragraph 3 of Part 1 of Appendix 2 arise, the procedures provided for
in paragraph 6.6 or paragraph 3 of Part 1 of Appendix 2 (as the case
may be) shall be the sole remedy available and, for the avoidance of
doubt, the provisions of Clause 26 of the Master Agreement shall not
apply.
Appendix 1
List of first Chairman, Secretary and Representatives of the Transmission
Users Group
Chairman
Name of Individual Name of Company/Organisation of Individual
Xxxxx Xxxxx NGC
Secretary
Name of Individual Name of Company/Organisation of Individual
Xxxxxxx Xxxx NGC
Industry Party Representatives
Name of Individual Name of Company/Organisation of Individual
Xxxxx Xxxxxx National Power PLC
Xxxx Xxxxxxx PowerGen plc
Xxxxx Xxxxxxxx Eastern Group plc
Xxxx Xxxxxx SEEBOARD
Xxxxxx Xxxxxxx Scottish Power plc
Xxx Xxxxx Southern Electric plc
Xxxx Xxxxxxx Nuclear Electric Limited
Xxxxxx Xxxxxxxx Northern Electric plc
Xxxxx Xxxxxx Teesside Power Limited
Kath Wall Magnox Electric plc
Xxxx Xxxxx London Electricity plc
Xxxxx Xxxxxxxxxxx South Wales Electricity plc
Xxxxx Xxxxxxx Midlands Electricity plc
Xxx Xxxxxxx Yorkshire Electricity Group plc
Xxxxx Xxxxxx Association of Electricity Producers
Consumer Party Representatives
Name of Individual Name of Company/Organisation of Individual
Xxxxxx Xxxxxx Major Energy Users' Council
(Non-domestic consumers)
Xxxxxx Xxxxxx Utility Buyers Forum
(Non-domestic consumers)
Xxxxxxx Xxxxx Electricity Consumers' Committees
(Domestic Consumers)
NGC Representative
Name of Individual Name of Company/Organisation of Individual
Xxxxxxx Xxxxxx
Non Voting Representative
Name of Individual Name of Company/Organisation of Individual
Xxxxx Xxxxxxxx Executive Committee (PEC)
(nominated by the Executive Committee (PEC))
Xxxx Xxxxxxx OFFER
(nominated by the Director)
Xxxx Xxxxxxxx NGC
(nominated by the Grid Code Review Panel)
FD2\U - 1 -
Appendix 2
Part 1
Industry Party Representatives Election Procedure
1. Notification of Information
No later than 21st January each year, NGC shall provide each Industry
Party with a notification containing the following information:
1.1 total MWhrs traded within the England and Wales electricity pool;
1.2 total payments made to and/or from NGC;
1.3 such Industry Party's MWhrs traded within the England and
Wales electricity pool and such Industry Party's payments made
to and/or from NGC, and
1.4 the number of votes allocated to such Industry Party.
2. Raising of Disputes
No later than 5th February each year, Industry Parties shall raise any
objections to, or queries on, the information contained in the
notification received from NGC pursuant to paragraph 1 of this Part 1
of Appendix 2.
3. Resolution of Disputes
NGC and any Industry Party who raises an objection or query under
paragraph 2 of this Part 1 of Appendix 2, shall attempt to resolve such
objection or query by discussion. In the event that the objection or
query cannot be resolved, the Chairman appointed pursuant to paragraph
7.1 shall, no later than 19th February, make a determination resolving
the objection or query and enabling the election procedure to be
completed. The determination of the Chairman shall not preclude an
Industry Party from asking the Chairman to carry out an investigation
in accordance with paragraph 6.6.
4. Dispatch of Nomination Forms
No later than 21st January each Year. NGC will send to each Industry
Party a Nomination Form on which to nominate one person who must have
agreed to stand as an Industry Party Representative if elected (and who
must indicate that by signing the Nomination Form in the relevant
place, or indicate in some other manner agreed with the Chairman
appointed pursuant to paragraph 7.1), but who need not be an employee
of an Industry Party.
5. Principles of Nominations
5.1 Each Industry Party:
5.1.1 may only nominate one person to stand for election as an
Industry Party Representative; and
5.1.2 shall ensure that there will only be one person who is
connected (employee, consultant or otherwise) with such
Industry Party and who has agreed to stand for election as an
industry Party Representative.
5.2 Each Industry Party that is a member of an Industry Party Group
shall be obliged to:
5.2.1 nominate the same person as the other Industry Party or
Industry Parties (as the case may be) who are also members of
such Industry Parry Group; and
5.2.2 ensure that there will only be one person who is
connected (employee. consultant or otherwise) with such
Industry Party Group and who has agreed to stand for election
as an Industry Party Representative.
6. Return of Notification Forms
No later than 5th February each year. each Industry Party shall return
to NGC the Nomination Form. In the event that NGC does not receive a
duly completed Nomination Form within that time it shall be presumed
that any Industry Party which has not returned a duly completed
Nomination Form does not wish to nominate a person to stand as an
Industry Party Representative.
7. Receipt of 15 or fewer Nominations
7.1 In the event that 15 or fewer than 15 nominations are received, there
will be no election and each of the nominees shall be appointed as an
Industry Party Representative.
7.2 No later than 24th February each year NGC shall send to all Industry
Parties who did not nominate one of the Industry Party Representative
so appointed, a list of the Industry Party Representatives so
appointed.
7.3 No later than 4 March each Year. such Industry Parties will notify NGC
whether it wishes to select a Representative pursuant to paragraph
6.2.2 and if so the name of the Representative.
8. Receipt of Nominations
8.1 Despatch of Voting Papers
In the event that more than 15 nominations are received, NGC shall draw
up a complete list of nominations on a Voting Paper which shall then be
sent to all Industry Parties by 24th February each year.
8.2 Marking of Voting Papers
On receipt, each Industry Party shall xxxx the Voting Paper to rank the
nominees in order of preference until these, are indifferent about the
remaining candidates. Each Industry Party that is a member of an
Industry Party Group shall when marking the Voting Paper to rank the
nominees in order of preference be obliged to rank the same nominees in
the same order of preference as the other Industry Party or Industry
Parties (as the case may be) who are also members of such Industry
Party Group.
8.3 Return of Voting Papers
No later than 10th March each year. each Industry Party shall return to
NGC its Voting Paper. In the event that NGC does not receive a duly
completed Voting Paper within that time it shall be presumed that any
Industry Party which has not resumed a duly completed Voting Paper does
not wish to express a preference about any of the candidates on the
Voting Paper.
8.4 Counting of Votes
The votes for first preferences will be totalled by NGC to rank the
nominees in order of popularity.
8.5 Elimination of Nominees
The nominee with the fewest votes shall be eliminated and shall take no
further part in the election process. NGC shall transfer the votes of
all those Industry Parties who voted for that nominee to the nominee
who is the next highest preference (and who has not already been
eliminated) of such Industry Party or Industry Parties (as the case may
be).
8.6 Re-ranking of Nominees
NGC will then re-rank the nominees and this process will be repeated
until there are only 15 nominees left who will become the 15 Industry
Party Representatives.
8.7 Equal Votes
In the event that there are two or more nominees with equally the
fewest votes then each such nominee will be eliminated except in the
event when such elimination would result in there being fewer than 15
nominees left. In such circumstance the lowest nominees will be ranked
according to the number of first preference votes to determine which
shall fill the remaining seat(s) on the Group. If the lowest ranked
nominees are also equal on the number of first preference votes then
NGC shall rank according to second preference votes and so on until one
nominee ranks higher than the other. In the event that there is still
no outcome the nominees concerned will draw lots.
9. Voting by an Industry Party Group
9.1 NGC shall not be under any obligation to monitor or to ensure that
nominations made by or the voting by (as the case may be) Industry
Parties that are members of the same Industry Group as part of the
election procedure for Industry Party Representatives is in accordance
with the provisions of:-
9.1.1 paragraph 5.4; and
9.1.2 paragraphs 5.2 and 8.2 of this Part 1 of Appendix 2.
9.2 Each Industry Party agrees to ensure that it complies with the
provisions relating to Industry Party Groups set out in:-
9.2.1 paragraph 5.4; and
9.2.2 paragraphs 5.2 and 8.2 of this Part 1 of Appendix 2.
10. Selection of Industry Party Representatives
No later than 20th March each Year NGC shall send to each
Industry Party who did not express a preference for any elected
Industry Party Representative a list of the Industry Party
Representatives elected. No later than 31st March each year each such
Industry Party shall notify NGC whether it wishes to select a
Representative pursuant to paragraph 6.2.2 and if so, the name of the
Representative.
11. Notification of Industry Party Representatives
On completion of the election procedure set out in this Part 1 of
Appendix 2 (including selection by those who did not express a
preference as provided in paragraph 10 of this Part 1 of Appendix 2),
NGC shall publish to Industry Parties:
(a) a list of elected Representatives and the Industry Parties
whom they each represent.
(b) a list of all Industry Parties and the number of votes
allocated to each Industry Party pursuant to Appendix 3
Provided that NGC shall not disclose the number of votes
allocated to Industry Parties who have notified the Chairman
in writing that they elect not to have the number of votes
allocated to them disclosed. Industry Parties may only elect
not to have the number of votes allocated to them disclosed if
they have fewer than 500,000 votes.
Part 2
Appointment of Consumer Party Representatives
1. The Chainnan appointed pursuant to paragraph 7.1, in consultation with
the Electricity Consumers' Committees Chairmen's Group shall draw up,
and update from time to time, a list of Consumer Parties:
2. No later than 21st January each year, the Chairman will invite
nominations for the Consumer Party Representative who will represent
the interests of Domestic Consumers and the two Consumer Party
Representatives who will represent the interests of consumers other
than Domestic Consumers from each of the bodies included on the list
prepared under paragraph 1 above. Nominations for, Consumer Party
Representatives, who must have:-
(a) agreed to stand as a Representative if selected (and who
must indicate that by signing the nomination form in the
relevant places, or indicate in some other manner agreed with
the Chairman appointed pursuant to paragraph 7.1); and
(b) agreed to sign a Letter of Undertaking, if selected.
must be provided by 24th February each year.
3. In the event that no person is nominated to represent the interests of
Domestic Consumers there shall be no person appointed to represent the
interests of Domestic Consumers but there may be up to (but no more
than) 2 Consumer Party Representatives to represent the interests of
consumers other than Domestic Consumers.
4. In the event that only one person is nominated to represent the
interests of Domestic Consumers there will be no selection as provided
in paragraph 6 of this Part 2 of Appendix 2 and such nominee shall be
appointed as a Representative.
5. In the event that two or fewer than two persons are nominated to
represent the interests of consumers other than Domestic Consumers,
there will be no selection as provided in paragraph 6 of this Part 2 of
Appendix 1 and each of the nominees shall be appointed as a
Representative.
6. In the event that:
6.1 more than one person is nominated to represent the interests of
Domestic Consumers; or
6.2 more than two persons are nominated to represent the interests of
consumers other than Domestic Consumers,
NGC shall. no later than 2nd March each year, notify the
Electricity Consumers' Committees Chairmen's Group of the names of the
individuals who have been nominated. No later than 20th March each
year, the Electricity Consumers' Committees Chairmen's Group (in
consultation with OFFER) shall select the candidates that, in their
opinion. represent the broadest spectrum of representation for
consumers.
7. As soon as reasonably practicable after the completion of the selection
procedure NGC shall publish a list of selected Consumer Party
Representatives.
Appendix 3
Calculation of Industry Party Votes
1. Vote Allocation
A minimum of 150,000,000 votes shall be allocated between Industry
Parties and Consumer Party Representatives. Industry Parties shall,
between them, carry a maximum of 135.000,000 of the votes and Consumer
Party Representatives shall, between them, carry a maximum of
15.000.000 of the votes.
2. Industry Party
In respect of Industry Parties votes shall be calculated by NGC in
accordance with the following:-
2.1 Basis of Data
all data used by NGC in calculating the number of votes to be allocated
to Industry Parties in respect of each TUG Year will be based on the 12
month period expiring on 30th November immediately prior to the
commencement of the election procedure for that TUG Year;
2.2 Supply of Data
the Settlement System Administrator will supply actual data for both
Genset Metered Generation and Consumer Gross Demand (as those
expressions are respectively defused in the Pooling and Settlement
Agreement) to NGC broken down on a company by company basis provided
always that if the Settlement System Administrator fails to supply such
data the Industry Parties will provide such data direct to NGC;
2.3 the data to be utilised is as follows:-
(A) total energy traded within England and Wales electricity
pool for each Industry Party will be the sum of its Genset
Metered Generation and Consumer Gross Demand in MWh;
(B) in relation to payments made to and/or from NGC, the
following will be included:-
(i) the sum of the magnitude of all amounts
invoiced under all Supplemental Agreements (or
equivalent agreements) with each Industry Party,
provided that
(a) for the purposes of
arriving at such amount. any generation or
demand infrastructure charges payable to an
Industry Party in respect of any individual
Generating Unit or Connection Site shall be
deemed to be a payment to NGC; and
(b) connection charges
invoiced internally by NGC on NGC
Interconnections Business shall not (for the
avoidance of doubt) be included; and
(c) any capital
contribution (whether in monetary form or
otherwise) made other than annually shall be
converted into a deemed annual charge on the
basis of the applicable depreciation period;
(ii) the sum of the magnitude of amounts
invoiced under Ancillary Services Agreements with
each Industry Party; and
(iii)equivalent amounts invoiced under an Interconnection
Agreement;
2.4 Votes Allocation
votes will be allocated to Industry Parties on the basis of 50% on
energy traded with the England and Wales electricity pool (calculated
in accordance with paragraph 2.3 of this Appendix 3) and 50% on
payments to/from NGC (calculated in accordance with paragraph 2.3 of
this Appendix 3) as follows:-
Industry Party's Energy Traded (MWhrs) x 67,500,000
Total Energy Traded (MWhrs)
plus
Total Payments of Industry Party x 67,500,000
Total Payments
2.5 Rounding Down of Votes
votes allocated to each Industry Party shall be rounded down to the
nearest whole number.
2.6 Reallocation of Votes
the number of votes allocated to each Industry Party will not be
changed between elections other than as provided in paragraph 6.7. If
an Industry Party starts trading energy or money starts to flow between
NGC and such Industry Party between elections of Industry Party
Representatives, such Industry Party will not be allocated any votes
until the next election. For the avoidance of doubt, Industry Parties
ceasing to trade between elections will not have their votes
reallocated until the next election of Industry Party Representatives.
An Industry Party either acquiring or divesting itself of assets will
not result in a reallocation of votes until the next election.
3. Consumer Party Representatives
In respect of Consumer Party Representatives votes shall be calculated
by NGC in accordance with the following:-
3.1 Vote Allocation
each Consumer Party Representative will be allocated
5,000.000 votes;
3.2 Fewer than 3 Consumer Party Representatives
in the event that fewer than three Consumer Party
Representatives are nominated or fewer than three are
appointed pursuant to Part 2 of Appendix 2 then the 5,000,000
votes which would have been allocated to such Consumer Party
Representative will not be referred to the Consumer Party
Representative or Representatives (as the case may be) who
have been selected. For the avoidance of doubt, if a Consumer
Party Representative decides not to exercise its voting power
such votes will not be transferred to any other Consumer Party
Representative selected.
Appendix 4
Form of Consumer Party Representatives' Confidentiality
Letter of Undertaking
To The National Grid Company plc ("NGC') and the
Industry Parties (as hereinafter defined) [name of Consumer Representative]
as at the date hereof and as from time to time [address]
hereafter [date]
Dear Sirs
Transmission Users Group
1. I refer to the Constitution and Rules of the Transmission Users Group
as amended from time to time (the "Constitution"). Words and
expressions used in this letter shall have the same meaning as defined
in the Constitution.
2. I hereby undertake to the Industry Parties as at the date hereof and
from time to time hereafter as follows:
2.1 to comply with the provisions of the Constitution; and
2.2 to preserve the confidentiality of, and not directly or
indirectly reveal, report, publish, disclose, transfer or use
for my own purpose. TUG Confidential Information (as defined
in paragraph 5 of this letter) except with the prior consent
in writing of NGC and the Industry Parties or in the
circumstances set out in paragraph 3 of this letter.
3. The circumstances referred to in paragraph 2 of this letter are:
3.1 where the TUG Confidential Information is in the public
domain before it is furnished to me; or 3.2 where the
TUG Confidential Information after it is furnished to
me:
(a) is acquired by, me in circumstances to which this
letter does not apply;
(b) is acquired by me in circumstances to which this letter
does apply but then ceases to be subject to the
restrictions imposed by this letter. or
(c) enters the public domain.
and in any case otherwise than as a result of (a) a
breach by me of my obligations in this letter or (b) a breach
by the person who disclosed that TUG Confidential Information
of that person's confidentiality obligation and I am aware of
such
breach; or
3.3 if I am required or permitted to make disclosure of the
TUG Confidential Information to any person:
(a) in compliance with the requirements of a Competent
Authority; or
(b) in compliance with any other requirement or law; or
(c) in response to a requirement of any stock exchange or
regulatory authority or the Panel on Take-overs and
Mergers; or
(d) pursuant to any judicial or arbitral process or
tribunal having jurisdiction in relation to me; or
3.4 if I make disclosure of the TUG Confidential Information
to my consultants and professional advisers in each case on
the basis set out in paragraph 4; or
3.5 if I make disclosure of the TUG Confidential Information
in circumstances where I am expressly permitted or required to
disclose that information under the terms of any agreement or
arrangement with the party to whose affairs such TUG
Confidential Information relates.
4. I hereby agree that I will adopt procedures ensuring the
confidentiality of TUG Confidential Information which I am obliged to
preserve as confidential under paragraph 2.2 of this letter. These
procedures shall include, but shall not necessarily be limited to:
4.1 Consumer Parties, my consultant and professional advisers
in receipt of TUG Confidential Information will be made fully
aware of my obligations of confidence in relation to the TUG
Confidential Information and will enter into similar
confidentiality undetakings as are given by me in this letter;
and
4.2 any copies of the TUG Confidential Information whether in
hard copy or computerised form will clearly identify the TUG
Confidential Information as confidential.
5. In this letter TUG Confidential Information means all data and other
information supplied to me by another Representative or Industry Party
in connection with the Constitution.
6. The obligations relating to confidentiality contained in paragraphs 2
to 6 inclusive of this letter shall continue to be binding on me after
I have ceased to be a Representative for whatever reason.
7. The terms of Clause 15 (limitation of liability) of the Master
Agreement shall apply to this letter as if set out in full herein.
8. This letter shall be governed by and construed in accordance with English
Law.
EXECUTED and DELIVERED as a DEED
by [name of individual]
in the presence of
[Witness]
Name:
Address:
Occupation:
THE NATIONAL GRID COMPANY plc
By
.........................
EACH OF THE USERS
By
.............................
for The National Grid Company plc in exercise of the authority vested in it by
Clause 25.1 of the Master Agreement pursuant to and in accordance with a
determination of the Director General of Electricity Supply dated 30 March 1998
Dated 31 MARCH 1998
THE NATIONAL GRID COMPANY plc
and
OTHERS
---------------------------------------
AGREEMENT TO VARY
the Master Connection and
Use of System Agreement
----------------------------------------
Xxxxxxxxx Xxxxxxx Solicitors
St Xxxxxxx Xxxxx
Xx Xxxxxxx Xxxxx
Xxxxxxxxxx X0 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
Dated 31 MARCH 1998
THE NATIONAL GRID COMPANY plc
and
OTHERS
---------------------------------------
AGREEMENT TO VARY
the Master Connection and
Use of System Agreement
----------------------------------------
Xxxxxxxxx Xxxxxxx Solicitors
St Xxxxxxx Xxxxx
Xx Xxxxxxx Xxxxx
Xxxxxxxxxx X0 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
TABLE OF CONTENTS
Clause Page
1. Interpretation 1
2. Amendments 2
3. Continuation of the Master Agreement 4
4. Miscellaneous 4
5. Entire Agreement 4
6. RTPA 5
Schedules
1. Users 6
2. New Schedule 5 to the Master Agreement - Reactive Power and
Default Payment Arrangements 19
THIS AGREEMENT TO VARY is made on the 31 day of March 1998
BETWEEN
(1) THE NATIONAL GRID COMPANY PLC a company registered in England with
number 2366977 and whose registered office is at National Xxxx Xxxxx,
Xxxxx Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX ("NGC"); and
(2) THE PERSONS whose names, registered numbers and registered offices are
set out in Schedule 1 (each a "User").
WHEREAS:
(A) This Agreement is supplemental to and varies the Master Connection and
Use of System Agreement dated 30th March 1990 made between NGC and the
Users as amended by an Agreement to Vary of today's date (the "Master
Agreement"); and
(B) NGC and the Users have agreed to further amend the Master Agreement on
the terms and subject to the conditions set out below.
IT IS HEREBY AGREED:
1. Interpretation
1.1 Except where defined herein or where the context otherwise requires,
words and expressions defined in the Master Agreement shall have the
same respective meanings when used in this Agreement.
1.2 The table of contents and the headings to each of the Clauses are
inserted for convenience only and shall be ignored in construing or
interpreting this Agreement.
2. Amendments
The parties to this Agreement hereby agree that with effect from the
date of this Agreement the Master Agreement shall be amended as
follows:
2.1 by the addition of the words "Save in relation to the Obligatory
Reactive Power Service and all Enhanced Reactive Power Services," at
the beginning of Clause 3.1 thereof, and
2.2 by the addition of the following new Clause 3.2:-
"With regard to the Obligatory Reactive Power Service and all Enhanced
Reactive Power Services the provisions of Schedule 5 shall apply."; and
2.3 by the deletion of Clause 19.8; and
2.4 by the inclusion of the following new definitions in Schedule 2
thereto:-
""Reactive Power" the product of
voltage and current and the sine of the phase angle
between them measured in units of voltamperes reactive
and standard multiples thereof ie
1000var = 1 kvar
1000kvar = 1 Mvar.
"System Ancillary Service" a Part I System
Ancillary Service and/or a Part II System Ancillary
Service as the case may be."; and
2.5 by the inclusion of the following new definition in Schedule 2 thereto
in substitution for the existing definition of Commercial Ancillary
Services:-
""Commercial Ancillary
Services" Ancillary
Services, other than System
Ancillary Services,
utilised by NGC in
operating the Total System
if a User (or other person)
has agreed to provide them
under an Ancillary Services
Agreement or 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 (and in the case
of Externally
Interconnected Parties and
External Pool Members
includes ancillary services
equivalent to
or similar to System Ancillary Services). A non-exhaustive list of Commercial
Ancillary Services is set out
below:-
-
Frequency Control by means of 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
ordinary operational
instruction of Generating
Units and therefore needs
no separate description.
Defined
terms used in this definition are defused in the
Grid Code."; and
2.6 by the addition of a new Schedule 5 in the form set out in Schedule 2.
3. Continuation of the Master Agreement
The Master Agreement shall remain in full force and effect and this
Agreement and the Master Agreement shall be treated as one document so
that. upon the Master Agreement being amended pursuant to Clause 2, all
references to the Master Agreement shall be treated as references to
that agreement as amended by this Agreement.
4. Miscellaneous
The provisions of Clauses 22. 23. 24 and 26 to 30 inclusive of the
Master Agreement shall be deemed to be incorporated herein
mutatis mutandis.
5. Entire Agreement
5.1 Each party to this Agreement acknowledges that in entering into this
Agreement on the terms set out herein it is not relying upon any
representation, warranty, promise or assurance made or given by any
other party or any other person, whether or not in writing, at any time
prior to the execution of this Agreement which is not expressly set out
herein.
5.2 None of the parties to this Agreement shall have any right of action
against any other party arising out of or in connection with any
representation, warranty, promise or assurance referred to in Clause
5.1 (except in the case of fraud).
6. RTPA
Any restriction or information provision (each of those terms having
the same meaning in this Clause as in the Restrictive Trade Practices
Act 1976) contained in this Agreement or any provision contained in
this Agreement adding to or extending any restriction or information
provision contained in any agreement which is varied or amended by this
Agreement, shall not take effect or shall cease to have effect:
(a) if a copy of this Agreement is not provided to the
Department of Trade and Industry ("DTI") within twenty-eight
days of the date on which this Agreement is made, or
(b) if, within twenty-eight days of the provision of that copy
to the DTI, the DTI gives notice of objection to the party
providing it.
IN WITNESS whereof the hands of the duly authorised representatives of the
parties hereto the day and year first above written.
SCHEDULE 1
Users
ABB Energy Development Company Limited
2688994
Carmelite
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx
Xxxxxx XX0X ODX
Accord Electric Limited
2869629
000 Xxxxxxxxx Xxxx
Xxxxxx XXXX 0XX
AES Xxxxx Limited
3135522
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
XX00 0XX
AES Tyneside Limited
3135543
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
XX00 0XX
AES Partington Limited
3210149
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
XX00 0XX
Amoco Power Resource (Europe) Ltd
3042173
Xxxxx Xxxxx
Xxxx Xxxx
Xxxxxx
X0 XXX
Anglian Power Generators Limited
2488955
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx XX0 0XX
Barking Power Limited
2354681
Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxxx
Xxxxxx X0X 0XX
British Gas Trading Ltd
3078711
Charter Court
00 Xxxxxxx Xxxx
Xxxxxx
Xxxxxxxxx XXX 0XX
British Nuclear Fuels plc
1002607
Xxxxxx
Xxxxxxxxxx
Xxxxxxxx XX0 0XX
XXX Limited
337663
Xxxxxxxx Xxxx
Xxxxxxxxxx
Xxxxxx XX00 0XX
BP Chemicals Limited
194971
Britannic House
I Finsbury Circus
London
EC2M 7BA
Canatxx Energy Ventures Limited
2673604
Xxxxxxxxx International
XX Xxx 0
Xxxxxxxx Xxxxxxxxx
Xxxxx
XX0 0XX
Candecca Resources Limited
953066
Welton Gathering Centre
Xxxxxxxx Xxxx
Xxxxxx Xxxx
Xxxxxxxxx
Xxxxxxxxxxxx XX0 0XX
CeltPower Limited
2656561
Xxxxx Xxxxx
00 Xxxxxxx XX Xxxxxx
Xxxxxx SWIY 4QT
Citigen (London) Limited
2427823
000 Xxxxxx Xxxxxx Xxxx Xxxxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
Corby Power Limited
2329494
Five Xxxxxxxx Xxxx
Xxxxxxxx'x Xxx
Xxxxxx XX0X XXX
Coryton Energy Company
FC20597
00 Xx Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxx
XX0X 0XX
Xxxxxx Development Centre Limited
3273552
00 Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Crosfield Limited
00000000
Xxxx Xxxx
Xxxxxxxxxx
Xxxxxxxx
XX0 0XX
Derwent CoGeneration Limited
2650621
Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
Eastern Electricity plc
2366906
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx XX0 0XX
Eastern Merchant Generation Ltd
3116225
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx XX0 0XX
East Midlands Electricity plc
2366923
XX Xxx 000
Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxx
Xxxxxxxxxxxxxxx XX0 0XX
Electricity Direct (UK) Limited
3174056
00, Xxxx Xxxxxx
Xxxxx
Xxxx Xxxxxx
XX0 0XX
Elm Energy and Recycling (UK) Limited
2516685
Elm Xxxxxx Xxxxx
Xxxxxxxxxxx Xxxx
Xxxxxxxxxxxxx
Xxxx Xxxxxxxx XX0 0XX
Energy Supply Contracts Limited
172268
Xxx Xxxxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx Energy Centre Limited
2796628
Concorde House
Xxxxxxxx Xxx
Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxx-xx-Xxxx
Xxxxxxxxx XX00 0XX
Enron Gas and Petrochemicals Trading Limited
0000000
0 Xxxxxxxx
Xxxxxx
XX0X 0XX
Fellside Heat and Power Limited
2614535
Xxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxx XX00 0XX
Fibrogen Limited
2547498
00 Xxxxxxxxx Xxxx
Xxxxxx X00 0XX
Fibropower Limited
2234141
00 Xxxxxxxxx Xxxx
Xxxxxx X00 0XX
First Hydro Company
2444277
Bala House
Lakeside Business Village
St Davids Park
Deeside
Clwyd CH5 3XJ
Flotilla Power (UK) Limited
0000000
0 Xxxxxxxx
Xxxxxx XXXX 0XX
Xxxxxxxxxx Energy Limited
2197516
UK Xxxxx Xxxxx
Xxxxxxx
Xxxxxxxxxxxxx
Xxxx XX00 0XX
Humber Power Limited
2571241
South Humber Bank Power Station
South Xxxxx Xxxx
Xxxxxxxxxxxxxxx
Xxxxx Xxxx Xxxxxxxxxxxx
XX00 0XX
Impkemix Energy Limited
2076043
Xxx Xxxxx
Xxxxxxx
Xxxxxxxx XX0 0XX
Independent Energy UK Limited
3033406
00 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X OER
Indian Queens Power Limited
2928100
Xxxxxxxx Xxxxx
00000 Xxxxxx Xxx
Xxxxxxxx
XX00 0XX
International Generating Company Limited
3039100
Xxxxxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxx
XX0 0XX
Joint European Torus (JET), Joint Undertaking (a Joint Undertaking within the
meaning of Chapter V of the Treaty establishing the European Atomic Energy
Committee) Xxxxxx Xxxxxxxx Xxxxxxxxxxx XX00 0XX
Keadby Developments Limited
2691516
Keadby Power Station
XX Xxx 00
Xxxxxx
Xxxxxxxxxx
Xxxxx Xxxxxxxxxxxx XXX0 0XX
Keadby Generation Limited
2729513
Keadby Power Station
XX Xxx 00
Keadby
Scunthorpe
Xxxxx Xxxxxxxxxxxx XXX0 0XX
Xxxx Power Lirnited
2723303
000 Xxxxxx Xxxxxx Xxxx Xxxxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
Kingsnorth Power Limited
2675504
Xxxxxxxx Xxxxx
00000 Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Lakeland Power Limited
2355290
Roosecote Power Station
Roosecote Xxxxx
Xxxxxx in Xxxxxxx
Xxxxxxx XX00 0XX
Xxxxxx Electricity plc
2366852
Xxxxxxx Xxxxx
00-00 Xxxx Xxxxxxx
Xxxxxx XX0X 0XX
Magnox Electric plc
2264251
Xxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxxxxxxxxxxx XXX0 0XX
Manweb plc
2366937
Manweb House
Xxxxxxx Xxxxxxxx Xxxx
Xxxxxxx Xxxx
Xxxxxxx XX0 0XX
Manweb Services Limited
2631510
Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxxxxxx Xxxx
Xxxxxxx
XX0 0XX
Medway Power Limited
2537903
Xxxxxxxx Xxxxx
00/00 Xxxxxx Xxx
Xxxxxxxx
Xxxxxx XX00 0XX
Midlands Electricity plc
2366928
Xxxxxxx Xxxx
Xxxxxxxxx
Xxxx Xxxxxxxx X00 0XX
Midlands Power (UK) Limited
2251099
Xxxxxxx Xxxx
Xxxxxxxxx
Xxxx Xxxxxxxx X00 0XX
National Power PLC
2366963
Windmill Hill Business Park
Xxxxxxxxx Xxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
National Power (Cogencration Trading) Limited
2745602
Xxxxxxxx Xxxx Xxxxxxxx Xxxx
Xxxxxxxxx Xxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
Norsk Hydro (U.K.) Limited
841421
Bridge House
00 Xxxxxx Xxxx
Xxxxxxxxxx
Xxxxxxxxx XX0 0XX
Northern Electric plc
2366942
Xxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxxxxx xxxx Xxxx
Xxxx & Xxxx XX0 0XX
NORWEB plc
2366949
XX Xxx 00
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx
Xxxxxxxx XX0 0XX
Nuclear Electric Limited
3076445
Xxxxxxx Xxx
Xxxxxxxx
Xxxxxxxxxx XX0 0XX
Peterborough Power Limited
2353599
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx XX0 0XX
PowerGen plc
2366970
00 Xxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Railtrack plc
2904587
Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx
XX0 0XX
Regional Power Generators Limited
2352390
Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxxx XX00 0XX
Rocksavage Power Company, Ltd.
XX00000
Xxxxxx & Xxxxxx, Xxxxxx House
PO Box 309
Xxxxxx Town
Grand Cayman
Cayman Islands
British West Ind.
SaltEnd Cogeneration Company
3274949
Xxxxxxxxx Xxxxx
0 Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Savage Land Limited
3145444
00 Xx Xxxxx'x Xxxxxx
Xxxxxx
XX0X 0XX
Scottish Hydro-Electric plc
SC117119
00 Xxxxxxx Xxxx
Xxxxx XX0 0XX
Scottish Power plc
Sc117120
0 Xxxxxxxx Xxxx
Xxxxxxx X0 0XX
Seabank Power Limited
0000000
Xxxxxx Xxxx
Xxxxxx
Xxxxxxx
XX00 0XX
SEEBOARD plc
2366867
Xxxxxx Xxxx
Xxxxxxxx Xxxx
Xxxxxxx
Xxxx Xxxxxx XX00 0XX
Shell Power Limited
2559630
Xxxxx Xxx Xxxxx
Xxxxxx
Xxxxxx XX0X ODX
Siemens plc
727817
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxx
XX00 0XX
Slough Energy Supplies Limited
2474514
000 Xxxx Xxxx
Xxxxxx
Xxxxxxxxx XX0 0XX
South East London Combined Heat and Power Limited
2489384
00-00 Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Southern Electric plc
2366879
Southern Electric House
Xxxxxxxxx Xxx
Xxxxxxxxxx Xxxxx
Xxxxxxxxxx
Xxxxxxxxx XX0 0XX
Southern Energy (UK) Generation Limited
3321733
000 Xxxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Xxxxx Xxxxx Electricity plc
2366985
Newport Road
St Mellons
Cardiff
South Glamorgan CF3 9XW
South Western Electricity plc
2366894
000 Xxxx Xxxxxx
Xxxxx Xxxx
Xxxxxxxxxxx
Xxxxxxx XX00 0XX
Xxxxxx Bridge Power
0000000
0, Xxxxxxxx
Xxxxxx XX0X 0XX
Teesside Power Limited
0000000
0 Xxxxxxxx
Xxxxxx XX0X 0XX
The Renewable Energy Company Limited
3043412
Xxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx
Xxxxxxxxxxxxxxx
XX0 0XX
Tyne Property Development Limited
1194995
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxx XX00 SFZ
UK Electric Power Limited
2844010
Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxx
XX00 0XX
UML Limited
661900
Xxxxxxx Xxxx
Xxxxxxxxxxx
Xxxxxx
Xxxxxxxxxx X00 0XX
Wainstones Power Limited
3462783
Xxxxxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Xxxxxxxxx Electricity Group plc
2366995
Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxxx XX00 0XX
SCHEDULE 2
New Schedule 5 to the Master Agreement
Reactive Power Market and Default Payment Arrangements
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Schedule and the Appendices, except where the context otherwise
requires, the following, expressions shall bear the following
meanings:-
"Base Rate" means, in
respect of any day, the
rate per annum which is
equal to the base lending
rate from time to time of
Barclays Bank plc as at the
close of business on the
immediately preceding
business day (being a
weekday other than a
Saturday on which banks are
open for domestic business
in the City of London);
"Commercial Boundary" means
(unless otherwise defined
in the relevant Ancillary
Services Agreement,
including a Market
Agreement) the commercial
boundary between either NGC
or a PES (as the case may
be) and the User at the
higher voltage terminal of
the generator step-up
transformer.
"Contract Test" a test (not being a
Reactive Test) described in a Market Agreement;
"Excitation System" means the
equipment providing the field current of a machine,
including all regulating and control elements as well
as field discharge or suppression equipment and
protection devices;
"Genset Registered Capacity" has the
meaning attributed to it in the Pool Rules;
"Non-Centrally Despatched
Generating Unit" means a Generating
Unit which is not subject to Central Despatch;
"Reactive Despatch
Instruction" means a
Despatch Instruction
relation to Reactive Power
given by NGC to a Generator
in accordance with
Grid Code SDC2;
"Reactive Power Zone" means
those separate areas of
England and Wales
identified as zones in the
Seven Year Statement for
1997 for the purpose of
specifying local Reactive
Power capability and need;
"Reactive Test" means a test
conducted pursuant to Grid Code OC5.5.1;
"Relevant Zone" means, in
relation to any Despatch
Unit, the Reactive Power
Zone to which that Despatch
Unit is allocated as
specified in an Ancillary
Services Agreement;
"Representative" has the meaning
attributed to it in Schedule 4 to this Agreement;
"Synchronous Compensation" means the operation of
rotating synchronous Apparatus for the specific
purpose of either generation or absorption of Reactive
Power;
"Tendered Capability Breakpoint" has the meaning
attributed to it in sub-paragraph 1.4 of Appendix 5;
"Trading Site" has the
meaning attributed to it in the Pooling and Settlement
Agreement;
"Transmission Users Group" means the group
established pursuant to paragraph 4 of Schedule 4 to
this Agreement,
"TUG Issue" has the
meaning attributed to it in Schedule 4 to this
Agreement;
"'TUG Party" has the
meaning attributed to it in Schedule 4 to this
Agreement.
1.2 For the purpose of this Schedule and the Appendices, "Obligatory
Reactive Power Service" means the Part I System Ancillary Service
referred to in Grid Code CC 8.1 which the relevant User is obliged to
provide (for the avoidance of doubt, as determined by any direction in
force from time to time and issued by the Director relieving a relevant
User from the obligation under its Licence to comply with such part or
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) in respect of the supply
of Reactive Power (otherwise than by means of synchronous or static
compensation) and in respect of the required Reactive Power capability
referred to in Grid Code CC 6.3.2, which shall comprise:-
(a) in relation to a Despatch Unit. compliance by the relevant
User in all respects with all provisions of the Grid Code
relating to that supply of Reactive Power and required
Reactive Power capability (including without limitation the
Connection Conditions and the Scheduling and Despatch Codes of
the Grid Code) together with the provision of metering
facilities meeting the requirements of Appendix 4: and
(b) in relation to a Non-Centrally Despatched Generating Unit
compliance by the relevant User in all respects with all
provisions of the Grid Code applicable to it relating to that
supply of Reactive Power and required Reactive Power
capability, together with the provision of such despatch
facilities (including the submission to NGC of all relevant
technical, planning and other data in connection therewith)
and metering, facilities (meeting the requirements of Appendix
4), and upon such terms, as shall be set out in an Ancillary
Services Agreement entered into between NGC and the relevant
User.
For the avoidance of doubt. "Obligatory Reactive Power Service" when
used in this Schedule and the Appendices excludes provision of Reactive
Power capability from Synchronous Compensation and from static
compensation equipment. and the production of Reactive Power pursuant
thereto.
1.3 For the purpose of this Schedule and the Appendices, "Enhanced Reactive
Power Service" means the Commercial Ancillary Service of:-
(a) the provision of Reactive Power capability of a Generating
Unit in excess of that which a User is obliged to provide from
that Generating Unit under and in accordance with the
Connection Conditions of the Grid Code and the production of
Reactive Power pursuant thereto, which a User may agree to
provide and which is capable of being made available to, and
utilised by, NGC in accordance with the Scheduling, and
Despatch Codes of the Grid Code (or as may otherwise be agreed
in writing between NGC and a User) for the purposes of voltage
support on the NGC Transmission System, upon and subject to
such terms as may be agreed in writing between NGC and such
User; or
(b) the provision of Reactive Power capability from
Synchronous Compensation or from static compensation equipment
and the production of Reactive Power pursuant thereto, which a
User or any other person may agree to provide and which is
capable of being made available to, and utilised by, NGC for
the purposes of voltage support on the NGC Transmission
System. upon and subject to such terms as may be agreed in
writing between NGC and such User or other person; or
(c) such other provision or enhancement of capability of Plant
and/or Apparatus or other equipment to generate or absorb
Reactive Power, and the production of Reactive Power pursuant
thereto, which a User or any other person may agree to provide
and which is capable of being made available to, and utilised
by, NGC for the purposes of voltage support on the NGC
Transmission System, upon and subject to such terms as may be
agreed in writing between NGC and such User or other person.
1.4 Unless otherwise defined in this paragraph 1, terms and expressions
found in the Grid Code have the same meanings, interpretations and
constructions in this Schedule and the Appendices.
1.5 In this Schedule and the Appendices, except where the context otherwise
requires, references to a particular Appendix, Part, Section,
sub-section, paragraph or sub-paragraph shall be a reference to a
particular Appendix to or part of this Schedule or, as the case may be,
that Section, sub-section, paragraph or sub-paragraph in this Schedule.
2. VARIATIONS AND REVIEW
2.1 (a) The Parties hereby agree that governance of this Schedule
and the Appendices is an appropriate matter to be passed to
the Transmission Users Group but further agree that. unless
and until otherwise agreed by the Parties in writing, and
notwithstanding and without prejudice to Clause 25.1 of this
Agreement, this Schedule and the Appendices (except this
paragraph 2) may be varied upon the terms and conditions of
sub-paragraphs 2.2 to 2.5 inclusive.
(b) Solely for the purposes of enabling this Schedule and the
Appendices (except this paragraph 2) to be varied upon the
terms and conditions of sub-paragraphs 2.2 to 2.5 inclusive as
specified in sub-paragraph 2. 1 (a), the contents of this
Schedule and the Appendices as varied from time to time shall
be deemed to be incorporated as a separate Appendix into each
and every Supplemental Agreement entered into by a User and in
force from time to time, and the Parties hereby agree that,
notwithstanding any contrary provision, express or implied, in
this Agreement or any Supplemental Agreement, each such
Appendix to a Supplemental
Agreement shall only he capable of variation with the agreement in
writing of all Parties or by way of a variation to this
Schedule and the Appendices upon the terms and conditions of
sub-paragraphs 2.2 to 2.5 inclusive and not otherwise (and
Sub-Clause 1.2 of this Agreement shall be read and construed
accordingly). Such Appendix is hereafter referred to in this
paragraph 2 as "the Supplemental Appendix".
2.2 (a) If NGC and/or any User or Users ("the Proposing Party")
considers that any variation should be made to this Schedule
and/or the Appendices (except this paragraph 2) with regard to
the Reactive Power market and the default payment arrangements
(a "Proposed Variation") then, subject as provided below,
written details of the Proposed Variation, together with
reasons therefor and such other written information as the
Proposing Party shall reasonably consider to be relevant ("the
Supporting Documentation"), shall be submitted by the
Proposing, Party's Representative as a TUG Issue at a meeting
of the Transmission Users Group, provided always that:-
(i) written details of a Proposed Variation
and Supporting Documentation may not be so submitted
for the purposes of this paragraph 2 if the effect of
the Proposed Variation would in any way conflict
with, or otherwise be inconsistent with, the charging
principles (as amended from time to time) set out in
Appendix 8 (save to the extent the Proposed Variation
comprises solely a variation to such charging
principles or includes a variation to such charging
principles remedying the conflict or inconsistency);
and
(ii) for the purposes of this paragraph 2,
written details of a Proposed Variation shall on y be
deemed to have been submitted as a TUG Issue at a
meeting of the Transmission Users Group if such
details include a statement to the effect that they
are being submitted pursuant to and for the purposes
of this paragraph 2.
(b) If this Schedule and/or the Appendices shall not have been
amended in accordance with Clause 25.1 of this Agreement to
effect such Proposed Variation, then at any time after expiry
of a period of 120 days, but not later than 180 days,
following the date on which written details of the Proposed
Variation and Supporting Documentation were submitted at a
meeting of the Transmission Users Group in accordance with
sub-paragraph 2.2(a), the Proposing Party shall be entitled:-
(i) where the Proposing Party is a User, to
serve written notice on NGC requiring NGC to
serve written notice on all other Users of the Proposing
Party's intention to require NGC pursuant to
sub-paragraph 2.2(c)(i) to refer the Proposed
Variation to the Director for determination; or
(ii) where the Proposing Party is NGC, to
serve written notice on all Users of its intention to
refer the Proposed Variation to the Director in
accordance with sub-paragraph 2.2(c)(ii),
each such notice to be copied to the Director. NGC
shall so notify all other Users as referred to in
sub-paragraph 2.2(b)(i) within 10 days following receipt of
the notice from the Proposing Party.
(c) If no such amendments to this Schedule and/or the
Appendices to effect such Proposed Variation shall have been
made within 30 days following receipt (or issue, as the case
may be) by NGC of the notice referred to in sub-paragraph
2.2(b), then the Proposing Party shall be entitled:-
(i) where the Proposing Party is a User,
within a further 30 day period, to serve written
notice on NGC requiring NGC to refer the Proposed
Variation to the Director, whereupon NGC shall be
obliged within 10 days following receipt thereof by
written notice (copied to all other Users) to refer
the Proposed Variation to the Director for
determination; or
(ii) where the Proposing Party is NGC,
within a further 30 day period, by written notice
(copied to all Users) to refer the Proposed Variation
to the Director for determination.
2.3 Each reference by NGC of a Proposed Variation to the Director referred
to in sub-paragraph 2.2(c) shall be made in the manner of a variation
to each Supplemental Appendix proposed by NGC pursuant to Condition
IOC(3) of the Transmission Licence, and shall be accompanied by a
request from NGC to the Director to settle any dispute relating
thereto. When making each such reference, NGC shall provide the
Director with copies of the written details and Supporting
Documentation in relation to the Proposed Variation first submitted by
the Proposing Party at a meeting of the Transmission Users Group as
referred to at sub-paragraph 2.2(a) and. where the Proposing Party is a
User, NGC shall invite the Director to raise any questions or queries
concerning the Proposed Variation direct with the User concerned.
2.4 If a reference shall have been made by NGC to the Director pursuant to
sub-paragraph 2.2(c) and the Director shall have made a determination
in accordance with Condition 10C(3) of the Transmission
Licence requiring each Supplemental Appendix and/or the
provisions of this Schedule and/or the Appendices to be varied, then
the Parties shall give effect to any such variation so determined to be
made by varying each of their respective Supplemental Appendices and/or
the provisions of this Schedule and/or the Appendices accordingly, and
each Party hereby authorises and instructs NGC to make all such
variations on its behalf and undertakes not to withdraw, qualify or
revoke such authority and instruction at any time. In the absence of
any such determination by the Director, no such variations shall be
made.
2.5 The Parties acknowledge and agree that the Transmission Users Group
shall be requested to review each of the matters described in Appendix
7 by the respective date (if any) shown opposite each therein. In
carrying out such review, the Transmission Users Group shall be
requested to take into account the respective applicable principles (if
any) set out therein and to give due and proper consideration to any
matter referred to it by the Director. For the avoidance of doubt-
following each such review NGC or any User may raise a Proposed
Variation with respect thereto in accordance with sub-paragraph 2.2(a).
It is further agreed that:-
(a) NGC shall consider and, no later than 31st December 1999,
report to the Transmission Users Group on the practicalities
of establishing a unified mechanism for the provision of
voltage support for the NGC Transmission System; and
(b) the Transmission Users Group shall be requested, no later
than 31st March. 2000, to invite the Grid Code Review Panel to
review the provisions of the Grid Code with respect to
Reactive Power in light of this Schedule.
2.6 For the avoidance of doubt:-
(a) the provisions of sub-paragraphs 2.2 to 2.5 inclusive
shall constitute the entirety of the rights of Parties
(whether under this Agreement or otherwise) to refer (or to
require NGC to refer) to the Director for determination any
variation to this Schedule 5 and/or the Appendices. and each
of the Parties hereby agrees that, saver in the circumstances
provided in sub-paragraph 2.3, no request shall be made to the
Director under Condition 10C(3) of the Transmission Licence to
settle any dispute relating to any Proposed Variation where
NGC is the Proposing Party; and
(b) nothing in this paragraph 2 shall confer on any Party any
right to refer (or to require NGC to refer) to the Director
for determination any variation or proposed variation to any
part or parts of this Agreement other than this Schedule 5 and
the Appendices; and
(c) the provisions of this paragraph 2 may only be varied in
the manner provided in Clause 25.1 of this Agreement.
3. DISPUTE RESOLUTION
3.1 Save in relation to any dispute or difference concerning a Proposed
Variation (in respect of which paragraph 2 shall apply), and subject
always to sub-paragraph 3.2, any dispute or difference of whatever
nature howsoever arising under out of or in connection with this
Schedule and/or the Appendices (in this paragraph 3 referred to as a
"Dispute") shall be and hereby is referred to arbitration pursuant to
the arbitration rules of the Electricity Arbitration Association in
force from time to time.
3.2 (a) In this sub-paragraph 3.2, each Party which is party to
the Dispute in question is referred to as "a Disputing Party"
and "Disputing Parties" shall be construed accordingly.
(b) Before submitting any notice under the arbitration rules
commencing arbitration proceedings in relation to any Dispute,
unless a notice shall have been served in respect of that
Dispute pursuant to sub-paragraph 3.2(c), a Disputing Party
shall first serve written notice on all other Disputing
Parties of its intention to commence arbitration proceedings.
Arbitration proceedings may not then be commenced until the 30
day period referred to in sub-paragraph 3.2(c)(ii) shall have
elapsed without a notice pursuant to that sub-paragraph having
been served or, where such notice has been served within such
period, except in the circumstances provided in sub-paragraphs
3.2(d) and (e).
(c) If a Disputing Party reasonably believes that the subject
matter of the Dispute is directly relevant to, or the
resolution of the Dispute would have a material effect upon,
any one or more other Parties not being Disputing Parties,
then that Disputing Party may:-
(i) for so long as no notice is served in accordance with
sub-paragraph 3.2(b) above, at any time. or
(ii) upon receipt of any such notice, within 30 days
thereafter, serve written notice on all other Disputing
Parties of its intention to raise the Dispute as a TUG
Issue at a meeting of the Transmission Users Group.
Upon receipt of such notice, no Disputing Party may
subsequently commence arbitration proceedings except in
the circumstances provided in sub-paragraphs 3.2(d) and
(e).
(d) Not earlier than 30 days nor later than 90 days after a
notice is served pursuant to sub-paragraph 2") 3.2(c) above.
the Representative of that and/or any other Disputing Party
may submit written details of the Dispute as a TUG Issue at a
meeting of the Transmission Users Group. Provided it shall
first have been given the opportunity to consult with regard
to the nature and scope of confidential information relating
to its affairs proposed to be disclosed. each Disputing Party
hereby consents to such disclosure of confidential information
(but not rates and prices) relating to its affairs to the
extent relevant to the Dispute. If such written details are
not so submitted prior to expiry of such 90 day period, then
any Disputing Party wishing to commence arbitration
proceedings in relation to the Dispute in question may
thereafter do so.
(e) Upon the expiry of the period of 120 days after the date
on which written details of the Dispute are submitted at a
meeting of the Transmission Users Group in accordance with
sub-paragraph 3.2(d), any Disputing Party wishing to commence
arbitration proceedings in relation to the Dispute in question
may thereafter do so.
3.3 Clause 26.1 of this Agreement shall be read and construed accordingly.
4. OBLIGATORY REACTIVE POWER SERVICE - DEFAULT PAYMENT ARRANGEMENT
4.1 Notwithstanding any other provision of this Agreement, the provisions
of this Schedule and the Appendices, together with the Ancillary
Services Agreements referred to in sub-paragraph 4.6. shall govern the
rights and obligations of the Parties with respect to payments to be
made by NGC to Users for the provision of the Obligatory Reactive Power Service.
4.2 Subject always to paragraph 5, and notwithstanding
(a) the provisions of the Works Programme for reactive power
ancillary services agreed by Pool Members on 1st March 1994,
as adopted from 1st August 1994; and
(b) the provisions of any Ancillary Services Agreement now or
hereafter in effect (but subject always to sub-paragraph 6.2),
the payments to be made by NGC to Users for the provision of the
Obligatory Reactive Power Service in all Ancillary Services Agreements
under which Users are or will be paid for the Obligatory Reactive Power
Service shall, subject always to sub-paragraphs 2.5 and 4.7, in respect
of all periods from (and including) 1st October, 1997 to (and
including) 31st March, 2000 comprise solely payments for capability and
utilisation, and thereafter comprise solely payments for utilisation,
in each case determined in respect of each Settlement Period in
accordance with sub-paragraph 4.3.
4.3 Save to the extent and for the duration of any Market Agreement (as defused
in sub-paragraph 5. 1) which may be entered into between NGC and a User as
referred to in paragraph S:-
(a) the utilisation and capability payments for provision of
the Obligatory Reactive Power Service from Despatch Units
shall be determined in accordance with the provisions of
Appendix 1; and
(b) the utilisation and capability payments for provision of
the Obligatory Reactive Power Service from Non-Centrally
Despatched Generating Units shall be determined on a basis to
be agreed between NGC and each relevant User but, so far as
reasonably practicable, consistent with the provisions of
Appendix I (but so that such payments shall not become due and
payable from NGC to any such User with effect from a date
earlier than that on which the relevant Ancillary Services
Agreement referred to in sub-paragraph 4.6 is so amended or
concluded).
4.4 The Parties acknowledge and agree that. as at the date this Schedule comes
into effect:-
(a) the totality of payments for the provision of the
Obligatory Reactive Power Service, determined in accordance
with the provisions of this paragraph 4, reflect so far as
reasonably practicable the overall variable costs (on the
basis of the charging principles set out in Appendix 8)
incurred across all relevant Generating Units of the provision
of the Obligatory Reactive Power Service (whether or not
payments are made in respect of those Generating Units
pursuant to this paragraph 4 or pursuant to Market Agreements
entered into in accordance with paragraph 5); and
(b) without prejudice to the review of the indexation factor
specified as item 4 in Appendix 7, such totality of payments
will continue to reflect those overall variable costs
notwithstanding all and any variations thereto reasonably
anticipated at such date.
4.5 It is hereby agreed and acknowledged that nothing in this Schedule and
the Appendices shall affect in any way the obligation on each User to
comply with the provisions of the Grid Code insofar as they relate to
Reactive Power. For the avoidance of doubt. and without limiting the
foregoing, it is hereby agreed and acknowledged that, notwithstanding
that the payments for the Obligatory Reactive Power Service with effect
from 1st April, 2000 shall, subject always to sub-paragraph 2.5.
comprise solely payments for utilisation. nothing in this Schedule and
the Appendices shall relieve Users from the obligation to comply with
the provisions of the Grid Code in relation to Reactive Power by virtue
of Sub-Clause 9.3 of this Agreement or otherwise howsoever.
4.6 Ancillary Services Agreements have been and will continue to be entered
into bilaterally between NGC and Users but it is intended that, subject
as provided below, Ancillary Services Agreements between NGC and Users
providing the Obligatory Reactive Power Service will be amended or (if
not in existence when this Schedule takes effect) concluded so as to
give effect to the provisions of sub-paragraphs 4.2 and 4.3. Subject
always to sub-paragraphs 4.8 and 6.2, NGC and each relevant User
therefore agree, as soon as reasonably practicable, to amend the
existing Ancillary Services Agreement or conclude a new Ancillary
Services Agreement in respect of each relevant Generating Unit in order
to give effect to the provisions of sub-paragraphs 4.2 and 4.3.
4.7 For the avoidance of doubt, no payments referred to in this paragraph 4
shall be payable by NGC to a User in relation to any Generating Unit
unless and until the relevant Ancillary Services Agreement is so
amended or concluded as provided in sub-paragraph 4.6.
4.8 Notwithstanding the foregoing provisions of this paragraph 4, and
without prejudice to paragraph 7, NGC shall only be obliged to amend or
conclude any Ancillary Services Agreement with regard to any Generating
Unit if.-
(a) the leading or lagging Reactive Power capability required
of that Generating Unit in accordance with Grid Code CC 6.3.2
is IS Mvar or more (measured at the Commercial Boundary); and
(b) where that Generating Unit is not subject to
Central Despatch, NGC and the relevant User shall have agreed
terms (to be incorporated into the Ancillary Services
Agreement) with regard to despatch facilities, including the
ability for NGC to obtain relevant technical, planning and
other data in connection therewith; and
(c) there exists in relation to that Generating Unit metering
facilities meeting the requirements of Appendix 4.
5. OBLIGATORY REACTIVE POWER SERVICE AND ENHANCED REACTIVE POWER SERVICES
- MARKET PAYMENT MECHANISM
5.1 Nothing in this Schedule and the Appendices, and nothing in any
Ancillary Services Agreement entered into or amended in accordance with
sub-paragraph 4.6, shall prevent or restrict:-
(a) the entering into or amendment of any Ancillary Services
Agreement between NGC and any User to provide for the making
of payments by NGC to that User for the provision of the
Obligatory Reactive Power Service on an alternative basis to
that set out or referred to in paragraph 4; or
(b) the entering into or amendment of any Ancillary Services
Agreement between NGC and any User (or other person) for the
provision of an Enhanced Reactive Power Service.
Any such agreement constituting an Ancillary Services Agreement or an
amendment thereto and which is entered into in accordance with the
principles contained in sub-paragraph 5.3 is referred to in this
Schedule and the Appendices as a "Market Agreement".
5.2 The coming into effect of a Market Agreement in relation to any
Generating Unit shall, in respect of that Generating Unit, suspend and
replace for the duration thereof the provisions for payment for the
Obligatory Reactive Power Service (if applicable) set out or referred
to in paragraph 4. In such a case, and for the avoidance of doubt, with
effect from the expiry or termination of the Market Agreement, the
provisions for payment for the Obligatory Reactive Power Service set
out or referred to in paragraph 4 shall in relation to that Generating
Unit cease to be suspended and shall resume full force and effect.
5.3 The following principles shall govern the entering into of Market
Agreements:-
(a) Relevant Dates
(i) Each Market Agreement will
commence on either 1st April or 1st October,
whichever next follows the submission by NGC of the
package of information as more particularly described
in sub-paragraph 5.3(b)(i) ("Contract Start Days").
The first such Contract Start Day will be 1st April
1998.
(ii) For the purposes of this sub-paragraph 5.3:-
(a) a Market Day shall be a
date not earlier than twenty weeks and not
later than sixteen weeks prior to a Contract
Start Day; and
(b) a Tender Period shall
be a period of at least eight consecutive
weeks commencing on a date nominated by NGC
and ending on a Market Day.
(b) Submission of Tender information by NGC
(i) NGC shall, acting reasonably and having
regard to the principles contained in this
subparagraph 5.3, compile a package of information
for the use of interested parties comprising
technical, procedural and contractual requirements,
directions and specifications to govern Market
Agreements to take effect from the following Contract
Start Day. NGC shall ensure that such requirements,
directions and specifications do not conflict with
any of the principles contained in this sub-paragraph
5.3 and so far as reasonably practicable do not
discriminate between Tenderers.
(ii) Prior to the commencement of each
Tender Period, NGC shall provide to all persons who
shall by then have requested the same the package of
information as more particularly described in
sub-paragraph 5.3(b)(i).
(c) Submission of Tenders
During the Tender Period, but for the avoidance of
doubt not later than the Market Day, an interested party may
submit to NGC:-
(i) in relation to any Generating Unit providing the Obligatory
Reactive Power Service, prices for and Tendered Capability
Breakpoints relating to the provision thereof : or
(ii) in relation to that Generating Unit, a tender for provision
of the Enhanced Reactive Power Service specified in
sub-paragraph 1.3(a) and/or (b) and/or (c); and/or
(iii)in relation to any other Generating Unit or other Plant and
Apparatus (or other equipment), a tender for provision of
the Enhanced Reactive Power Service specified in
sub-paragraph 1.3(b) and/or (c),
in each case in accordance with sub-paragraph 5.3(d).
All such submissions are referred to in this Schedule and the
Appendices as "Tenders", and "Tenderers" shall be construed
accordingly.
(d) Form of tenders
(i) All Tenders submitted by Users which comprise:-
(a) prices for and Tendered
Capability Breakpoints relating to the
provision of the Obligatory Reactive Power
Service from Despatch Units; and
(b) terms for the provision
of the Enhanced Reactive Power Service
specified in sub-paragraph 1.3(a) from
Despatch Units,
shall be completed on the basis that payment will be
determined in respect of each Settlement Period in accordance
with the formulae and other provisions set out in Appendix 2
and in the manner set out in Appendix 5.
(ii) All other Tenders (including without limitation those in
respect of Non-Centrally Despatch Generating Units and those
comprising terms for the provision of the Enhanced Reactive
Power Service specified in sub-paragraphs 1.3(b) and (c))
shall be submitted in accordance with and on the basis of such
(if any) reasonable directions given by NGC in the package of
information referred to in sub-paragraph 5.3(b)(i) or
otherwise in such manner as may be reasonably specified by NGC
from time to time, which directions shall in either case be,
so far as reasonably practicable, consistent with the
provisions of Appendices 2 and 5.
(iii) Each Tender comprising prices for and Tendered
Capability Breakpoints relating to the provision of the
Obligatory Reactive Power Service shall be submitted on the
basis that NGC may only select all (and not some) of the
prices and Tendered Capability Breakpoints comprised therein.
(iv) Save where expressly provided otherwise in a Tender, each
Tender comprising terms for the provision of an Enhanced
Reactive Power Service shall be treated as having been
submitted on the basis that NGC may select all or part only of
the Reactive Power capability comprised therein (which, in the
case of the Enhanced Reactive Power Service specified in
sub-paragraph 1.3(a), shall mean all or part only of the
excess capability comprised therein).
(v) All Tenders shall be submitted in respect of periods of
whole and consecutive calendar months. to be not less than
twelve months and in multiples of six months, to commence on
the next following Contract Start Day. Save where expressly
provided otherwise in a Tender, a Tender (whether in relation
to the Obligatory Reactive Power Service or an Enhanced
Reactive Power Service) shall be treated as having been
submitted on the basis that NGC may select all or part only of
any period so tendered (in multiples of six months), subject
to a minimum period of twelve consecutive months, commencing
on the next following Contract Start Day.
(e) Qualification and Evaluation of Tenders
(i) Each Tender must satisfy the mandatory
qualification criteria set out in Section A of
Appendix 6.
(ii) NGC shall evaluate and (without
prejudice to sub-paragraphs 5.3(d)(iii),(iv) and (v))
select Tenders (or part(s) thereof) on a basis
consistent with its obligations under the Act, the
Transmission Licence and this Agreement and, subject
thereto, in accordance with the evaluation criteria
set out in Section B of Appendix 6. Without
limitation, NGC reserves the right to require tests
of a Generating Unit or other Plant and Apparatus (or
other equipment), on a basis to be agreed with a
Tenderer, as part of the evaluation of a Tender.
(iii) NGC shall use reasonable endeavours to
evaluate Tenders within ten weeks from each Market
Day.
(f) Entering into of Market Agreements
(i) Having selected a Tender (or part(s)
thereof) in accordance with sub-paragraph 5.3(e), NGC
shall notify the relevant Tenderer that it wishes to
enter into a Market Agreement in respect thereof. and
that Tenderer and NGC shall each use reasonable
endeavours to agree the terms of. and enter into, a
Market Agreement in respect thereof as soon as
reasonably practicable but in any event not later
than 4 weeks prior to the relevant Contract Start
Day. Notwithstanding the foregoing, if a Market
Agreement has not been entered into by the date being
4 weeks prior to the relevant Contract Start Day,
then either NGC or the Tenderer shall be entitled.
provided that it shall have used all reasonable
endeavours to agree the terms of. and enter into, the
Market Agreement as aforesaid, to notify the other
that it no longer wishes to enter into the Market
Agreement. whereupon the Tender in question shall be
deemed to be withdrawn.
(ii) In the event of a deemed withdrawal of
a Tender in the circumstances set out in subparagraph
5.3(f)(i), NGC shall be entitled to re-evaluate and
select all or part of any outstanding Tenders in
accordance with sub-paragraphs 5.3(e)(i) and (ii) and
to notify one or more Tenderers if. in substitution
for the Tender so deemed to be withdrawn, it wishes
to enter into a Market Agreement in respect of any
other Tender or Tenders (or part(s) thereof).
Following such notification, NGC and each Tenderer in
question shall use reasonable endeavours to agree the
terms of, and enter into, a Market Agreement prior to
the relevant Contract Start Day.
(iii) If. in respect of any Tender, a Market
Agreement is not entered into by the relevant
Contract Start Day, that Tender shall be deemed to be
withdrawn.
(iv) Save where otherwise provided in this
paragraph 5. all Market Agreements must be entered
into on the basis of the terms set out in the
relevant Tender (or relevant part(s) thereof).
(g) Legal Status of Tenders
For the avoidance of doubt, a Tender shall not
constitute an offer open for acceptance by NGC, and in respect
of any Tender or part(s) thereof selected by NGC pursuant to
sub-paragraph 5.3(e) or (f), neither the Tenderer in question
nor NGC shall be obliged to provide or pay for the Obligatory
Reactive Power Service and/or an Enhanced Reactive Power
Service upon the terms of that Tender (or the relevant
part(s) thereof) unless and to the extent that those terms are
incorporated in a Market Agreement subsequently entered into.
(h) Publication
(i) Within the six weeks following each
Contract Start Day, NGC shall provide to all persons
requesting the same the following information:-
(a) in respect of all
Market Agreements then subsisting, prices
and contracted Reactive Power capability on
an individual Tender basis relating to the
period from the immediately preceding
Contract Start Day until the next following
Contract Start Day;
(b) in respect of all
Ancillary Services Agreements (including
Market Agreements) subsisting in respect of
the six month period ending on the
immediately preceding Contract Start Day
(commencing with that ending on 30
September, 1998), details of utilisation of
Mvarh provided by individual Despatch Units
(or, where relevant, Non-Centrally
Despatched Generating Units. other Plant
and/or Apparatus or other equipment)
pursuant to the Obligatory Reactive Power
Service and Enhanced Reactive Power
Services;
(c) details of the
circumstances surrounding any failure by NGC
during the preceding six month period to
perform any of its duties and
responsibilities under this paragraph 5 in
the circumstances referred to in paragraph
7; and
(d) any other information reasonably considered by NGC to
be pertinent to the Tender process,
and, to this extent, each Party
consents to the disclosure by NGC of the information
referred to in sub-sub-paragraphs (a) and (b) above
in so far as it relates to the provision of the
Obligatory Reactive Power Service and (where
applicable) an Enhanced Reactive Power Service from
its Generating Units and/or other Plant and Apparatus
(or other equipment).
(ii) Without prejudice to the provision of
information pursuant to sub-paragraph 5.3 (h)(i), NGC
further agrees to use all reasonable endeavours to
provide to all persons requesting the same, within
the six weeks following each Contract Start Day,
estimates of the Mvarh absorption and generation by
the NGC Transmission
System, where used for the purposes of voltage
support, during the preceding six month period
(commencing with that ending on 30th September,
1998).
6. AMENDMENT AND CONCLUSION OF ANCILLARY SERVICES AGREEMENTS
6.1 NGC and each relevant User shall promptly do all such acts and execute
and deliver such agreements and other documentation as may be necessary
to amend or conclude the relevant Ancillary Service Agreements so as to
give effect to the provisions of this Schedule and the Appendices as
amended from time to time.
6.2 Sub-paragraphs 4.6 and 6.1 shall not require NGC or any User to amend
or conclude an Ancillary Services Agreement so as to give effect to
this Schedule and the Appendices if and to the extent that, in respect
of any Generating Unit. NGC and such User shall have expressly agreed
in writing, that no payments shall be made by NGC to such User under an
Ancillary Services Agreement for the provision of the Obligatory
Reactive Power Service from that Generating Unit.
7. STATUTORY AND REGULATORY OBLIGATIONS
7.1 No Party shall be bound to perform any of its duties or
responsibilities under this Schedule and the Appendices (including
without limitation with regard to the amending or concluding of
Ancillary Services Agreements in accordance with sub-paragraph 4.6 and
the entering into of Market Agreements in accordance with paragraph 5)
if and to the extent that to do so would be likely to involve that
Party in breach of its duties and obligations (if any) under the Act or
of any condition of a Licence. Accordingly, nothing in this Schedule
and the Appendices shall preclude NGC from procuring. the provision of
any Enhanced Reactive Power Service in a manner otherwise than in
accordance with paragraph 5 in order to comply with its duties and
obligations under the Act and/or any condition of the Transmission
Licence to the extent such compliance cannot reasonably be assured by
the performance of its duties and responsibilities under paragraph 5.
Without prejudice to sub-paragraph 7.1, NGC shall not be bound to
comply with the provisions of subparagraph 5.3(h) with regard to the
disclosure of information to the extent that to do so would be likely
to restrict, distort or prevent competition in the provision of the
Obligatory Reactive Power Service and/or Enhanced Reactive Power
Services.
Appendix 1
Payments for the Obligation Reactive Power Service - Default Payment
Arrangements
The provisions of this Appendix 1, as referred to in sub-paragraph 4.2 of this
Schedule, shall apply to the calculation of default payments for provision of
the Obligatory Reactive Power Service from Despatch Units.
All payments shall be expressed in pounds sterling.
1. Total Payment
Total Payment (PT) = PU
+ PC [(pound) per Settlement
Period per Despatch Unit]
where, subject always to paragraphs 7 and 8 below:
PU = the utilisation payment in respect of a Despatch Unit
for a Settlement Period determined in accordance with
paragraph 2 below; and
PC = the capacity payment in respect of a Despatch
Unit for a Settlement Period determined in accordance
with paragraph 3 below.
2. Utilisation Payment
PU = BPU * U
[(pound) per Settlement Period per Despatch
Unit]
Where
BPU = 46,270,000 * 1 * X [(pound)/Mvarh]
42,054,693
Where
I = defined in paragraph 5 below;
X = a factor which shall be:
(i) in respect of any Settlement Period from (and including)
1st October 1997 to (and including) 31st March 1998, 0.2; and
(ii) in respect of any Settlement Period from (and including)
1st April, 1998 to (and including) 31st March, 1999, 0.5
(subject as provided below); and
(iii) subject always to sub-paragraph 2.5 of this Schedule, in
respect of any Settlement Period from (and including) 1st
April, 1999 to (and including) 31st March. 2000, 0.75 (subject
as provided below); and
(iv) subject always to sub-paragraph 2.5 of this Schedule, in
respect of all Settlement Periods thereafter, 1.00 (subject as
provided below);
Provided always that with effect from 1st April 1998. X shall
be 0.2 in all Settlement Periods from (and including) that in which:-
(a) the relevant Despatch Unit (or, in relation to a Centrally
Despatched CCGT Module, any relevant CCGT Unit) fails a
Reactive Test until (and including) the Settlement Period in
which a subsequent Reactive Test is passed in relation to that
Despatch Unit (or CCGT Unit (as the case may be)); or
(b) the User fails (other than pursuant to an instruction
given by NGC or as permitted by the Grid Code) to set the
Automatic Voltage Regulator of the Despatch Unit (or, in
relation to a Centrally Despatched CCGT Module, any relevant
CCGT Unit) to a voltage following mode until (and including)
the Settlement Period in which the User notifies NGC that the
Automatic Voltage Regulator is so set; or
(c) the Despatch Unit fails to comply with a Reactive Despatch
Instruction due to the fact that the Despatch Unit (or, in
relation to a Centrally Despatched CCGT Module any relevant
CCGT Unit) is unable to increase and/or decrease its Mvar
output (other than as a direct result of variations in System
voltage) until (and including) the Settlement Period in which
the User notifies NGC that the Despatch Unit is so able to
comply; or
(d) the Despatch Unit fails to have a Mvar range which
includes the ability to provide zero Mvar at the Commercial
Boundary until (and including) the Settlement Period in which
the User notifies NGC that the Despatch Unit has or once more
has such range; and
U = defined in Section 1 of Appendix 3.
3. Capability Payment
PC = [[(BPC * ZWFlead * QClead * QSF lead) + (BPC *
ZWFlag * QClag * QSFlag)] * J] [(pound) per
Settlement Period per Despatch Unit]
Provided always that PC shall be 0 in all Settlement Periods from (and
including) that in which:-
(i) the User fails (other than pursuant to an instruction
given by NGC or as permitted by the Grid Code) to set the
Automatic Voltage Regulator of the Despatch Unit (or, in
relation to a Centrally Despatched CCGT Module, any relevant
CCGT Unit) to a voltage following mode until (and including)
the Settlement Period in which the User notifies NGC that the
Automatic Voltage Regulator is so set; or
(ii) the Despatch Unit fails to comply with a
Reactive Despatch Instruction due to the fact that the
Despatch Unit (or in relation to a Centrally Despatched CCGT
Module any relevant CCGT Unit) is unable to increase and/or
decrease its Mvar output (other than as a direct result of
variations in System voltage) until (and including) the
Settlement Period in which the User notifies NGC that the
Despatch Unit is so able to comply; or
(iii) the Despatch Unit fails to have a Mvar range which
includes the ability to provide zero Mvar at the Commercial
Boundary until (and including) the Settlement Period in which
the User notifies NGC that the Despatch Unit has or once more
has such range; or
(iv) a continuous period of unavailability of a Despatch Unit
to be Despatched by NGC in accordance with Grid Code SDC
extends beyond 75 consecutive days until (and including) the
Settlement Period in which the Despatch Unit is subsequently
declared available in accordance with Grid Code SDC.
Where
BP2 = 46,270,000 * 1 * Y [(pound)/Mvar per Settlement Period
-------------------------------------------
0.868178624 * 16,112 * 8,760 * 2
Where
I = defined in paragraph 5 below;
Y = a factor which shall be:-
(i) in respect of any Settlement Period from (and
including) 1st October, 1997 to (and including) 31st
March. 1998, 0.8; and
(ii) in respect of any Settlement Period from (and
including) 1st April, 1998 to (and including) 31st
March, 1999, 0.5; and
(iii)subject always to sub-paragraph 2.5 of this Schedule,
in respect of any Settlement Period from (and
including) 1st April, 1999 to (and including) 31st
March, 2000, 0.25; and
(iv) subject always to sub-paragraph 2.5 of this Schedule,
in respect of all Settlement Periods thereafter, 0;
ZWF = the Provisional Zonal Weighting Factor defined
in paragraph 4 below (expressed to apply to both
leading and lagging Mvar) subject to reconciliation
in accordance with that paragraph.
QC = defined in Section 2 of Appendix 3
(expressed to apply to both leading and lagging
Mvar);
QSF = the shortfall factor relating to the capability
payment (expressed as either QSFlead QSFlag to apply
respectively to capability leading and capability
lagging as applicable), being
min ( 1, ( QR) 2 )
--
( QC )
Where
QR = defined in Section 2 of Appendix 3 (expressed to
apply to both leading and lagging Mvar); and
J = 1 in each Settlement Period in which, in relation
to the Despatch Unit in question, Genset Registered
Capacity is greater than 2MW, otherwise 0.
4. Zonal Weighting Factors
ZWF = the Provisional Zonal Weighting Factor
(expressed as either ZWFlead or ZWFlag to apply
respectively to the zonal weighting factor leading
and the zonal weighting factor lagging) for the
Despatch Unit, calculated as follows:,
(a) in respect of the
period from (and including) 1st October,
1997 to (and including) 31st March, 1998 and
in respect of each subsequent twelve month
period ending 31st March, provisional zonal
weighting factors ("the Provisional Zonal
Weighting Factors') shall be calculated by
NGC in respect of both leading and lagging
Reactive Power by reference to:-
(i) the leading or lagging (as the case may be) Mvar "need"
for leading for lagging (as the case may be) Reactive
Power for that period in each Relevant Zone, divided by
(ii) the total leading or lagging (as the case may be) Mvar
capability for that period in each Relevant Zone as
forecast by NGC ("the Total Forecast Capability"),
with the result of that division in each case being
multiplied by an adjustment factor being:-
16112
TAN
Where
TAN = a figure
being, for the period from (and
including) 1st October, 1997 to (and
including) 31st March, 1998, 14,775,
and for each subsequent twelve month
period ending 31st March, a figure
being the sum total of the leading
Mvar "need" for leading Reactive
Power plus the sum total of the
lagging Mvar "need" for lagging,
Reactive Power in all Reactive Power
Zones for the twelve month period in
question, as given each year in the
Seven Year Statement,
provided that each Provisional Zonal Weighting
Factor (both leading and lagging) shall not
in any event be greater than 3.000 and
provided further that (for the avoidance of
doubt) no determination of ZWFlead, ZWFlag,
and TAN shall be made in respect of any such
twelve month period when Y = 0.
(b) The Provisional Zonal Weighting Factors, together with the
Total Forecast Capability, will be notified by NGC as soon as
reasonably practicable by publication in the first practicable
Seven Year Statement (or any update thereof).
Reconciliation
As soon as reasonably practicable following the expiry of each twelve
month period ending 31st March, NGC shall recalculate ZWFlead and
ZWFlag, for that twelve month period in accordance with the above
provisions for calculation of the Provisional Zonal Weighting. Factors
but substituting for the Total Forecast Capability the actual total
leading or lagging (as the case may be) Mvar capability for that twelve
month period in each Relevant Zone as determined by NGC ("the Total
Actual Capability"). Such recalculation of ZWFlead and ZWFlag shall be
undertaken by NGC in a manner consistent with the principles and
methodologies set out in the document entitled "Methodology Document
for the Recalculation of Zonal Weighting Factors" published by NGC for
this purpose. Such recalculated figures for ZWFlead and ZWFlag ("the
Final Zonal Weighting Factors"), together with the Total Actual
Capability, shall be published by NGC in the Seven Year Statement. Each
Final Zonal Weighting Factor (both leading and lagging) shall not in
any event be greater than 3.000 and (for the avoidance of doubt) no
determination of ZWFlead, ZWFlag, and TAN shall be made in respect of
any such twelve month period when Y=0.
NGC shall derive the Total Actual Capability from the Mvar capability
(required under and in accordance with the Connection Conditions of the
Grid Code) of Generating Units
in respect of which Ancillary Services Agreements have been or will be
amended or concluded to give effect to the provisions of sub-paragraphs
42 and 4.3 of this Schedule. In respect of any twelve month period
ending 31st March. such Mvar capability shall be reduced pro rata for
all Settlement Periods in such twelve month period in respect of which
no capability payments referred to in this Appendix I shall fall due:-
(a) by virtue of paragraph 7 below (with effect from the
commencement of the twelve month period in question);
and
(b) by virtue of paragraph 8 below (until the end of the
twelve month period in question): and
(c) by virtue of factor J referred to in paragraph 3 above
being set to zero (at any time during the twelve month
period in question).
As soon as reasonably practicable following publication of the relevant
Seven Year Statement, NGC shall pay to each relevant User or be paid by
each relevant User such sum as will reconcile:-
(i) capability payments made to that User and calculated in
accordance with paragraph 3 above by reference to the
Provisional Zonal Weighting Factors,
with
(ii) capability payments due to or from that User and
calculated in accordance with paragraph 3 above by reference
to the Final Zonal Weighting Factors.
For the avoidance of doubt. such reconciliation will include the
payment of interest at the Base Rate from the date of payment by NGC to
that User of the capability payments referred to at (i) above.
For clarification purposes. each reference in this paragraph 4 to
"need" does not imply actual Reactive Power need but is used merely to
refer to the figure identified as "need" in the Seven Year Statement.
Such figure shall be determined each year using the same principles and
methodologies as used to determine the zonal weighting factors for the
twelve month periods ended on 31st March, 1996 and 31st March, 1997.
5. Indexation
The indexation factor I used in the formulae in paragraphs 2 and 3
above shall, with effect from 1st October, 1997 in respect of the
period from (and including) that date to (and including) 31st March,
1998, and with effect from 1st April in respect of each subsequent
twelve month period ending, 31st March. be determined as follows:-
I = RPI2
RPI1,
Where
For the period from (and including) 1st October, 1997 to (and
including) 31st March, 1998 RPI, = 155.4, and thereafter RPI, is the
PPI for March of the immediately preceding twelve month period ending
31st March.
RPI1 is the RPI for March, 1994 (142.5).
The index used is the Retail Prices Index (RPI) with 1987 = 100 base.
The source of the RPI index is the monthly Department of Employment
"Employment Gazette".
In the event that RPI ceases to be published or is not published in
respect of any relevant month or it is not practicable to use RPI
because of a change in the method of compilation or some other reason,
the indexation factor I shall be calculated by NGC using an alternative
index nominated by NGC as it thinks fit acting reasonably but with a
view to determining the relevant payment after indexation that would be
closest to the relevant payment after indexation if RPI had continued
to be available.
Subject always to sub-paragraph 2.5 of this Schedule, in respect of
all periods from (and including) 1st April, 2001 the indexation
factor I applicable for the period from (and including) 1st
April, 2000 to (and including) 31st March, 2001 shall apply. A
6. Information Unavailable
Where any information or data required by NGC for the calculation of
payments to be made pursuant to this Schedule for any 12 month period
ending 31st March is not available to NGC at the relevant time, NGC
shall calculate payments for that 12 month period based upon the
amounts payable to Users for the immediately preceding a 12 month
period adjusted by NGC to reflect its best estimate of the unavailable
information or data. Once such information or data is available, NGC
shall accordingly make all consequential adjustments to the payments
from itself to Users as soon as reasonably practicable thereafter to
reflect any repayment or additional payment so required to be made by
one party to the other in respect of the period from 1st April in such
year until the date of such repayment or additional payment (including
interest thereon at the Base Rate).
7. Commissioning
7.1 Save in relation to Despatch Units operational prior to 1st April,
1997, no utilisation or capability payments referred to in this
Appendix I shall fall due and payable to any User in respect of any
Despatch Unit until the Settlement Period in which it is demonstrated
to the reasonable satisfaction of NGC, having regard to industry
practice, that the Despatch Unit (or, in or the case of a
Centrally Despatched CCGT Module, but subject always to sub-paragraph
7.4 below, each relevant CCGT Unit) complies with the provisions of
Grid Code CC6.3.2 and CC6.3.4 or (where NGC in its sole discretion
requires Reactive Power from a Despatch Unit before then for the
purposes of security of the NGC Transmission System) such earlier date
as NGC may agree with a User in respect of that Despatch Unit.
7.2 Before any demonstration of compliance referred to in sub-paragraph 7.1
above, it shall be necessary for the User to demonstrate to NGC's
reasonable satisfaction, having regard to industry practice, that the
Despatch Unit's (or, in the case of a Centrally Despatched CCGT Module,
each relevant CCGT Unit's) Excitation System, and in particular the
Under-excitation Limiter, has been successfully commissioned and
complies with the provisions of Grid Code CC6.3.8.
7.3 For the avoidance of doubt, the issue by NGC in relation to a Despatch
Unit of a Despatch Instruction to unity power factor or zero Mvar shall
neither imply by itself that NGC is reasonably satisfied with
compliance as referred to in sub-paragraph 7.1 above nor imply in
relation to the Despatch Unit agreement by NGC of an earlier date as
also referred to therein.
7.4 Until such time as it shall be demonstrated to the reasonable
satisfaction of NGC that, in relation to a Centrally Despatched CCGT
Module. all relevant CCGT Units comply with the provisions of Grid Code
CC6.3.2 and CC6.3.4 as referred to in sub-paragraph 7.1 above, it is
the intention that capability and utilisation payments shall fall due
to a User in respect of that Centrally Despatched CCGT Module
notwithstanding the provisions of sub-paragraph 7.1 above but on the
basis that capability payments will be calculated by reference to the
Reactive Power capability of each CCGT Unit in respect of which
compliance has been demonstrated. For such period, and in relation to
that Centrally Despatched CCGT Module only, this Appendix I and the
definitions of QC and QR set out in Appendix 3 shall be read and
construed accordingly.
8. De-energisation, Decommissioning and Disconnection
Subject to all rights and obligations of NGC and the User accrued at
such date, utilisation and capability payments referred to in this
Appendix I shall cease to fall due and payable to any User in respect
of any Despatch Unit with effect from the date of expiry or termination
for whatever reason of the relevant Ancillary Services Agreement in
accordance with its terms or (if earlier) with effect from the date of
Deenergisation, Decommissioning or Disconnection of that Despatch Unit
for any reason pursuant to the relevant Supplemental Agreement or this
Agreement.
9. Reconciliation
As soon as practicable after this Schedule has taken effect and
Ancillary Services Agreements have been amended so as to give effect
thereto, NGC will pay to each relevant User or be paid by each relevant
User such sum as will reconcile:-
(a) payments (if any) made to such User for the provision of
the Obligatory Reactive Power Service from Despatch Units in
respect of the period from 1st October, 1997 to (and
including) the date of such reconciliation by NGC
with
(b) payments due to or from such User pursuant to any
Ancillary Services Agreements giving effect to this Schedule
in respect of the period from lst October, 1997 to the date of
such reconciliation (both dates inclusive) as if such
Ancillary Services Agreements had then been effective.
For the avoidance of doubt, such reconciliation will include the
payment of interest at Base Rate from the date of the relevant payment
by NGC referred to at sub-paragraph 9(a) above.
Appendix 2
Payments for the Obligatory Reactive Power Service and Enhanced
Reactive Power Services - Market Mechanism
The provisions of this Appendix 2, as referred to in sub-paragraph 5.3(dXi) of
this Schedule, shall apply to the calculation of payments in respect of Tenders
comprising prices for and Tendered Capability Breakpoints relating to the
Obligatory Reactive Power Service and in respect of Tenders comprising terms for
the provision of the Enhanced Reactive Power Service specified in sub-paragraph
1.3(a) of this Schedule, in each case in respect of Despatch Units. All payments
shall be expressed in pounds sterling. All algebraic terms contained in this
Appendix 2 shall bear the meanings set out in paragraph I below unless the
context otherwise requires.
1. Definitions
For the purposes of this Appendix 2, unless the context otherwise
requires, the following terms shall have the following meanings:-
Aij = Genset Metered Generation (as defined
in the Pool Rules) in respect of a Despatch Unit for a
Settlement Period;
CA1, CA2 and CA3 = the available capability prices (expressed to apply
to both leading and lagging)((pound)/Mvar/h) (as more
particularly described in paragraph 2 of Appendix 5) as specified
in the relevant Xxxxxx Xxxxxxxxx,
XX0, XX0 and CS3 = the synchronised capability prices (expressed to
apply to both leading and lagging) ((pound)/Mvar/h) (as more
particularly described in paragraph 2 of Appendix 5) as specified
in the relevant Market Agreement;
CUI, CU2 and CU3 = the utilisation prices (expressed to apply to both
leading and lagging)((pound)/Mvarh) (as more particularly
described in paragraph 2 of Appendix 5) as specified in the
relevant Market Agreement;
K = in respect of Centrally Despatched CCGT Modules, the relevant
configuration factor as specified in the relevant Market
Agreement, otherwise 1;
Qlead = defined in Section 2 of Appendix 3;
Qlag = defined in Section 2 of Appendix 3;
Q1, Q2 and Q3 = the contracted capability breakpoints (expressed to
apply to both leading and lagging) in whole Mvar as may be
specified in the relevant Marketing Agreement, where:
(i) Q1 = TQ1, Q2 = TQ2 and Q3 = QC where TQ2 < QCo TQ3
(ii) Q1 = TQ1 Q2 = null Q3 = null where 0o QSo TQ2
(iii) Q1 = QC Q2 = null Q3 = null where 0o QSo TQ1
SPD = Settlement Period Duration (as defined in the Pool Rules);
XX0, XX0 and TQ3 = defined in Appendix 5;
Ulead = defined in Section 1 of Appendix 3;
Ulag = defined in Section 1 of Appendix 3;
V = the system voltage range performance factor (expressed to apply
to both leading and lagging) as calculated in accordance with the
formulae set out in the relevant Market Agreement, otherwise 1;
XPij = Genset Actual Availability (as defined in the Pool Rules) in
respect of a Despatch Unit for a Settlement Period.
the contracted capability breakpoints (expressed to apply to both leading and
lagging) in whole Mvar as may be specified in the relevant Market Agreement,
where:
2. Total Payment
Total
Payment
(PTM) =
PUM + PCA
+ PCS
[(pound)
per
Settlement
Period
per
Despatch
Unit]
where, subject always to paragraphs 6, 7 and 8 below:
PUM = the utilisation payment in respect of a Despatch Unit for a
Settlement Period determined in accordance with paragraph 3
below;
PCA = the availability capability payment in respect of a Despatch
Unit for a Settlement Period determined in accordance with
paragraph 4 below; and
PCS = the synchronised capability payment in respect of a Despatch
Unit for a Settlement Period determined in accordance with
paragraph 5 below.
Provided always that PTM shall be 0 in all Settlement Periods from and
including that in which:-
(a) the relevant Despatch Unit (or, in relation to a Centrally
Despatched CCGT Module, any relevant CCGT Unit) fails a
Reactive Test or a Contract Test until (and including) the
Settlement Period in which a subsequent Reactive Test or
Contract Test (as the case may be) is passed in relation to
that Despatch Unit (or CCGT Unit (as the case may be)); or
(b) the User fails (other than pursuant to an instruction
given by NGC or as permitted by the Grid Code) to set the
Automatic Voltage Regulator of the Despatch Unit (or, in
relation to a Centrally Despatched Module, any relevant CCGT
Unit) to a voltage following mode until (and including) the
Settlement Period in which the User notified NGC that the
Automatic Voltage Regulator is so set; or
(c) the Despatch Unit fails to comply with a Reactive Despatch
Instruction due to the fact that the Despatch Unit (or, in
relation to a Centrally Despatched CCGT Module, any relevant
CCGT Unit) is unable to increase and/or decrease its Mvar
Output (other than as a direct result of variations in System
voltage) until (and including) the Settlement Period in which
the User notifies NGC that the Despatch Unit is so able to
comply; or
(d) the Despatch Unit fails to have a Mvar range which
includes the ability to provide zero Mvar at the Commercial
Boundary until (and including) the Settlement Period in which
the User notifies NGC that the Despatch Unit has or once more
has such range.
3. Utilisation Payment
3.1 For each Settlement Period,
PUM = PUMlead + PUMlag [(pound)per Settlement Period per
Despatch Unit]
Where
PUMlead = defined in sub-paragraph 3.2 below;
PUMlag = defined in sub-paragraph 3.3 below.
3.2 Leading Utilisation (PUMlead)
There are four mutually exclusive cases (a), (b), (c) or (d):
(a) If Q2lead
then PUMlead = SPD * [(CU1lead * Q1lead) +
(CU2lead * (Q2lead - Q1lead)) + CU3lead * ((Ulead /
SPD) - Q2lead))]
(b) If
either Q1lead
at least two breakpoints)
or Q2lead
deemed null (ie there are only two breakpoints
then PUMlead = SPD * [(CU1lead * Q1lead) +
(CU2lead * ((Ulead / SPD) - Q1lead))]
(c) If
either 0
breakpoints)
or Q1lead
there is only one breakpoint)
then PUMlead = CU1lead * Ulead
(d) otherwise
PUMlead = 0 [(pound)per Settlement
Period per Despatch Unit]
3.3 Lagging Utilisation (PUMlag)
There are four mutually exclusive cases (a), (b), (c)
or (d):
(a) If Q2lag
null (ie there are three breakpoints)
then PUMlag = SPD * [(CU1lag * Q1lag) +
(CU2lag * (Q2lag - Q1lag)) + (CU3lag * ((Ulag / SPD)
-
Q2lag))]
(b) If
either Q1lag
Q2lag is not deemed null (ie there are at least two
breakpoints)
or Q2lag
deemed null (ie there are only two breakpoints)
then PUMlag = SPD * [(CU1lag * Q1lag) +
(CU2lag * ((Ulag / SPD) -
Q1lag))]
(c) If
either 0
breakpoints)
or Q1lag
there is only one breakpoint)
then PUMlag = CU1lag * Ulag
(d) Otherwise
PUMlag = 0 [(pound)per Settlement Period
per Despatch
Unit]
4. Available Capacity Payment
4.1 For each Settlement Period,
where XPij> 5MWh
then PCA = K* ((Vlead * PCAlead) + )Vlag
* PCAlag))
Otherwise
PCA = 0
[(pound)per Settlement Period per Despatch Unit]
where
PCAlead = defined in sub-paragraph 4.2 below;
PCAlag = defined in sub-paragraph 4.3 below.
4.2 Available Leading Capability (PCAlead)
There are four mutually exclusive cases (a), (b), (c)
or (d):
(a) If Q2lead
deemed null (ie there are three breakpoints)
then PCAlead = SPD * [(CA1lead *
Q1lead) +(CA2lead * (Q2lead - Q1lead)) + (CA3lead *
(Qlead = Q2lead))]
(b) If Q1lead
are at least two breakpoints)
then PCAlead = SPD * [(CA1lead * Q1lead) +
(CA2lead * (Qlead - Q1lead))]
(c) If 0
then PCAlead = SPD * CA1lead * Qlead
(d) otherwise
PCAlead = 0
[(pound)per Settlement Period per Despatch Unit]
4.3 Available Lagging Capability (PCAlag)
(a) If Q2lag
there are three breakpoints)
then PCAlag = SPD * [(CA1lag * Q1lag) +
(CA2lag * (Q2lag - Q1lag)) + (CA3lag * (Qlag -
Q2lag))]
(b) If Q1lag are
at least two breakpoints)
then PCAlag = SPD * [(CA1lag * Q1lag) +
(CA2lag * (Qlag - Q1lag))]
(c) If 0
then PCAlag = SPD * CA1lag * Qlag
(d) Otherwise
PCAlag = 0
[(pound)per Settlement Period per Despatch Unit]
5. Synchronised Capability Payment
5.1 For each Settlement Period
where Aij > 5MWh
PCS = K* ((Vlead * PCSlead) + (Vlag * PCSlag))
otherwise
PCS = 0 [(pound)per Settlement Period per Despatch Unit]
where
PCSlead = defined in sub-paragraph 5.2 below;
PCSlag = defined in sub-paragraph 5.3 below.
5.2 Synchronised Leading Capability (PCSlead)
There are four mutually exclusive cases (a), (b), (c) and (d):
(a) If Q2lead
null (ie there are three breakpoints)
then PCSlead = SPD * [(CS1lead * Q1lead) +
(CS2lead * (Q2lead Q1lead)) + (CS3lead * (Qlead
Q2lead))]
(b) If Q1lead
are at least two breakpoints)
then PCSlead = SPD * [(CS1lead * Q1lead) +
(CS2lead * (Qlead - Q1lead))]
(c) If 0
then PCSlead = SPD * CS1lead * Qlead
(d) otherwise
PCSlead = 0
[(pound)per Settlement Period per Despatch Unit]
5.3 Synchronised Lagging Capability (PCSlag)
There are four mutually exclusive cases (a), (b), (c)
or (d):
(a) If Q2lag
there are three breakpoints)
then PCSlag = SPD * [(CS1lag * Q1lag) +
(CS2lag * (Q2lag = Q1lag)) + (CS3lag * (Qlag -
Q2lag))]
(b) If Q1lag
at least two breakpoints)
then PCSlag = SPD * [(CS1lag * Q1lag) +
(CS2lag * (Qlag - Q1lag))]
(c) If 0
then PCSlag = SPD * CS1lag * Qlag
(d) Otherwise
PCSlag = 0
[(pound)per Settlement Period per Despatch Unit]
6. Testing
NGC reserves the right to require to be included in any Market
Agreement, on a basis to be agreed with a Tenderer, terms with regard
to the carrying out of a Contract Test. The provisions of Grid Code OC
5.5.1 relating to the carrying out of a Reactive Test (including
re-tests) shall apply to the carrying out of Contract Tests.
7. Termination
Save where expressly provided otherwise in a Tender, each Market
Agreement shall contain terms entitling NGC to terminate that Market
Agreement in the event that the User fails to provide a satisfactory
level of service and entitling the User to terminate the Market
Agreement in the event that NGC fails (without reasonable cause) to
make due payment to the User, in each case as more particularly defined
therein.
8. De-energisation, Decommissioning and Disconnection
Subject to all rights and obligations of NGC and the User accrued at
such date, utilisation, available capability and synchronised
capability payments referred to in this Appendix 2 shall cease to fall
due and payable to any User in respect of any Despatch Unit with effect
from the date of expiry or termination for whatever reason of the
relevant Market Agreement in accordance with its terms or (if earlier)
with effect from the date of De-energisation, Decommissioning or
Disconnection of that Despatch Unit for any reason pursuant to the
relevant Supplemental Agreement or this Agreement.
Appendix 3
Technical Data
Section 1
Reactive Utilisation Data
This Section 1 of Appendix 3 specifies the technical data to be used to
determine the utilisation payments to be made in accordance with Appendix I and
Appendix 2. For the purposes thereof, the following terms shall have the
following meanings:-
Ulead = leading Mvarh produced by the relevant Despatch
Unit at the Commercial Boundary in the relevant
Settlement Period measured by metering meeting the
requirements of Appendix 4 and as specified in the
relevant Ancillary Services Agreements (including a
Market Agreement) where the User has complied with a
Reactive Despatch Instruction in accordance with Grid
Code SDC2, otherwise 0;
Ulag = lagging Mvarh produced by the relevant Despatch
Unit at the Commercial Boundary in the relevant
Settlement Period measured by metering meeting the
requirements of Appendix 4 and as specified in the
relevant Ancillary Services Agreements (including a
Market Agreement) where the User has complied with a
Reactive Despatch Instruction in accordance with Grid
Code SDC2, otherwise 0;
U = the total Mvarh (leading and lagging)
where
U = Ulead +
Ulag [Mvarh per
Settlement Period per Despatch Unit]
For the avoidance of doubt, leading Mvarh shall mean Mvarh imported by the
Despatch Unit at the Commercial Boundary irrespective of the direction of Active
Power flow, and lagging Mvarh shall mean Mvarh exported by the Despatch Unit at
the Commercial Boundary irrespective of the direction of Active Power flow.
Section 2
Reactive Power Capability Data & Redeclarations
This Section 2 of Appendix 3 specifies the technical data to be used to
determine the capability payments to be made in accordance with Appendix 1 and
Appendix 2.
1. For the purposes thereof, the following terms shall have the following
meanings:-
Qlead = min (QRlead, QClead) [Mvar]
Qlag = min (QRlag, QClag) [Mvar]
where
QC = as specified in the relevant Ancillary
Services Agreement (including a Market
Agreement), being the high voltage value
(specified in whole Mvar) equivalent at the
Commercial Boundary to the low voltage Mvar
capability (leading or lagging) of the
relevant Despatch Unit as described in
paragraph 2 below, representing the
capability to supply continuously leading or
lagging Mvar (as the case may be);
QR = as determined in accordance with the
relevant Ancillary Services Agreement
(including a Market Agreement), being, in
relation to a Settlement Period, the high
voltage value (specified in whole Mvar)
equivalent to the redeclared low voltage
Mvar capability (leading or lagging) of the
relevant Despatch Unit (or, in the absence
of such redeclaration. such high voltage
value reasonably determined by NGC as a
result of monitoring and/or testing as
provided in the relevant Ancillary Services
Agreement (including a Market Agreement)),
and QRlead, and QRlag, shall be construed
accordingly.
2. (a) In respect of capability payments made in accordance with Appendix 1:-
(i) QC shall be the capability required to
be provided under and in accordance with the
Connection Conditions of the Grid Code (where
applicable. as determined by any direction in force
from time to time and issued by the Director
relieving the relevant User from the obligation under
its Licence to comply with such part or parts of the
Grid Code as may be specified therein); and
(ii) QC and QR shall represent the
high voltage value equivalent at Rated MW at the
Commercial Boundary.
(b) In respect of capability payments made pursuant to a Market Agreement in
accordance with Appendix 2:-
(i) QC shall be the capability required to
be provided under and in accordance with the
Connection Conditions of the Grid Code or, where the
Market Agreement is in respect of a Tender for terms
for the provision of the Enhanced Reactive Power
Service specified in sub-paragraph 1.3(a) of this
Schedule, a capability agreed to be provided in
excess of that required under and in accordance with
the Connection Conditions of the Grid Code but so
that in such a case QC cannot exceed TQ3 (defined in
Appendix 5);
(ii) QC shall represent the high voltage
value equivalent at a nominated Genset Registered
Capacity specified by a Tenderer in the Tender at the
Commercial Boundary within the system voltage range
specified in the relevant Market Agreement; and
(iii) QR shall represent the high voltage
value equivalent at the then current Genset
Registered Capacity at the Commercial Boundary within
the system voltage range specified in the relevant
Market Agreement.
(c) For the purposes of this section 2, the figures for QC and
QR shall be determined in a manner consistent with the
principles and methodologies set out in a document published
or to be published from time to time by NGC for this purpose.
For the avoidance of doubt, leading capability shall mean the ability to import
Reactive Power at the Commercial Boundary irrespective of the direction of
Active Power flow, and lagging capability shall mean the ability to export
Reactive Power at the Commercial Boundary irrespective of the direction of
Active Power flow.
Appendix 4
Metering
1. Pooling and Settlement Agreement
For the avoidance of doubt, nothing in this Appendix shall affect the
rights and obligations of those Parties also party to the Pooling and
Settlement Agreement under Clause 60 and Schedule 21 thereto with
regard to Metering Equipment and Metering Systems insofar as such
provisions relate to Reactive Energy.
2. Despatch Units
2.1 For the purposes of this Schedule and the Appendices, subject always to
sub-paragraph 2.2. the quantities of Mvarh imported and exported by a
Despatch Unit shall be derived from the relevant Metering System for
that Despatch Unit registered with the Settlement System Administrator.
2.2 Where the existing Metering System for the Despatch Unit registered
with the Settlement System Administrator does not incorporate Metering
Equipment capable of measuring and recording Mvarh imports and exports
for that Despatch Unit for each Settlement Period. then the relevant
User shall register or procure that there is registered in accordance
with Clause 60.2.2 of the Pooling and Settlement Agreement a Metering
System which does incorporate such Metering Equipment.
2.3 All relevant Metering Equipment identification and location codes shall
be set out in the relevant Ancillary Services Agreement, and the
Generator hereby agrees to facilitate agreement between the Parties
with respect thereto by providing NGC as soon as reasonably practicable
following request with all necessary supporting diagrams and other
written documentation.
2.4 Where the configuration of the Metering System is such that:-
2.4.1 Mvarh import and export values for the Despatch Unit are
not measured at the Commercial Boundary, and/or
2.4.2 Mvarh import and export values for the Despatch Unit are
measured by more than one Meter; and/or
2.4.3 the Mvarh import and export values for the Despatch Unit
are measured by a Meter which also measures the Mvarh import
and export values of one or more other Generating Units. Plant
and Apparatus or other equipment,
then appropriate loss adjustment factors and aggregation methodologies (as
the case may be) shall be used to determineon a Settlement Period
basis the Mvarh import value and Mvarh export value for the relevant
Despatch Unit at the Commercial Boundary to be used for the purposes
of this Schedule.
Subject always to sub-paragraph 2.5, the appropriate factors and
methodologies for each relevant Despatch Unit shall be agreed by NGC
and each relevant User (both acting reasonably) in the relevant
Ancillary Services Agreement by adoption of one or more of the factors
or methodologies set out in the document entitled "Methodology Document
for the Aggregation of Reactive Power Metering" (as amended from time
to time) published by NGC for this purpose. This document shall specify
the respective factors and methodologies to be applied for particular
Metering System configurations in order to determine so far as
reasonably practicable the Mvarh import value and Mvarh export value
for the relevant Despatch Unit at the Commercial Boundary as required
by this sub-paragraph 2.4
2.5 Loss adjustment factors and aggregation methodologies need not be
agreed between NGC and the relevant User in connection with any
configuration described in sub-paragraph 2.4.3 in respect of periods
prior to 1st April, 1998.
3. Non-Centrally Despatched Generation Units and other Plant and/or Apparatus
(or other equipment)
In respect of each Generating Unit whose MW output is sold in
accordance with the Pool Rules, the provisions of paragraph 2 shall
apply (as if references therein to Despatch Unit were to Generating
Unit). In all other cases, the following provisions shall apply:-
3.1 The quantities of Mvarh imported and exported shall be measured and
recorded through Meters complying with all relevant Codes of Practice
to the extent applying to Reactive Energy, Which shall include without
limitation those relating to calibration, testing and commissioning.
3.2 Such Meters shall be capable of providing a Mvarh import and export
value for each Settlement Period for each Non Centrally Despatched
Generating Unit or other Plant and/or Apparatus or other equipment.
3.3 Such Meters shall be situated as close as reasonably practicable to the
Commercial Boundary taking into account relevant financial
considerations.
3.4 The principles set out in paragraph 2.4 in relation to adjustment and
aggregation shall apply.
3.5 For the purposes of remote interrogation the relevant Ancillary
Services Agreement shall include appropriate terms with regard to the
provision and maintenance of all communication links.
4. Trading Sites
It is the intention of the Parties that the treatment of Trading Sites
for the purposes of metering and the provisions of this Appendix shall
be the subject of a review by the Transmission Users Group as referred
to in Appendix 7.
5. Definitions
In this Appendix 4, the terms "Codes of Practice", "Meters", Metering
Equipment", "Metering System" and "Reactive Energy" shall have the
meaning attributed to each of them in the Pooling and Settlement
Agreement.
Appendix 5
Submission of Tenders
The provisions of this Appendix 5 specify the manner in which Users shall
complete Tenders comprising prices and Tendered Capability Breakpoints relating
to the Obligatory Reactive Power Service and terms for the provision of the
Enhanced Reactive Power Service specified in sub-paragraph 1.3(a) of this
Schedule, in each case in respect of Despatch Units.
A Tender shall include (inter alia) details of the Reactive Power range, the
prices tendered for utilisation and capability and an indexation mechanism as
set out below. Each Tender must relate to one Despatch Unit only. Users wishing
to tender in relation to more than one Despatch Unit must therefore submit
separate Tenders for each Despatch Unit.
1. Reactive Power Capability
1.1 In respect of each Despatch Unit, a Tenderer must nominate a Genset
Registered Capacity which it anticipates will be the actual Genset
Registered Capacity on the Contract Start Day for that Despatch Unit
(in this Appendix 5 referred to as "the Nominated Genset Registered
Capacity") to be used for the duration of the Market Agreement. All
capability data used for the purpose of a Tender must be expressed as
the capability of a Despatch Unit at the Commercial Boundary and must
represent the value of Reactive Power output which can be supplied
continuously at the Commercial Boundary when the Despatch Unit is
operating at the Nominated Genset Registered Capacity.
1.2 In respect of each Despatch Unit, all capability data relating to the
provision of the Enhanced Reactive Power Service specified in
sub-paragraph 1.3(a) of this Schedule must be expressed as the
capability of that Despatch Unit at the Commercial Boundary across a
system voltage range to be specified by the Tenderer in its Tender (or
otherwise in accordance with directions given by NGC).
1.3 All Reactive Power capability data in respect of a Despatch Unit must
be expressed as positive, whole numbers in Mvar, with leading and
lagging capability data distinguished by the subscripts lead and lag.
1.4 In respect of each Despatch Unit, and subject to any directions issued
from time to time by NGC with regard to such values, the User must
submit at least one Reactive Power capability value and may in addition
submit up to a further two Reactive Power capability values (all three
being "Tendered Capability Breakpoints"), for both leading and lagging
Mvar. One of these Tendered Capability Breakpoints, in respect of both
leading and lagging Mvar, must be equivalent to the minimum Reactive
Power capability of a Despatch Unit which a User is obliged to provide
under and in accordance with the Connection Conditions of the Grid
Code (to the nearest whole Mvar) after
application of the principles set out in subparagraphs 1.1 and 1.2
above and as further described in the package of information referred
to in subparagraph 5.3(b)(i) of this Schedule.
1.5 The Tendered Capability Breakpoints shall be defined for the purposes
of this Appendix as TQ1, TQ2, TQ3, for leading and laggin. Mvar as the
case may be, where:-
TQ3lead TQ2lead TQ1lead 0
and TQ3lag TQ2lag TQ1lag 0
1.6 Where only two Tendered Capability Breakpoints are tendered, for
leading or lagging Mvar as the case may be, then the value of TQ3 shall
be deemed to be null for the purposes of calculating payments for
capability and utilisation and no additional payments for capability
will fall due and payable in respect of a Despatch Unit for the
provision of Reactive Power capability above Tendered Capability
Breakpoint TQ2.
1.7 Where only one Tendered Capability Breakpoint is tendered, for leading
or lagging Mvar as the case may be, then the values of TQ2 and TQ3
shall be deemed to be null for the purposes of calculating payments for
capability and utilisation and no additional payments for capability
will fall due and payable in respect of a Despatch Unit for the
provision of Reactive Power capability above Tendered Capability
Breakpoint TQ1.
1.8 The Reactive Power capability value at zero Mvar (referred to in
paragraph 2 below as Q0) shall be treated as a Tendered Capability
Breakpoint for the purposes of tendering capability and utilisation
prices and calculating capability and utilisation payments.
2. Prices
In respect of each Tendered Capability Breakpoint, prices submitted by
Users must be zero or positive. quoted in pounds sterling to the
nearest tenth of a xxxxx and shall otherwise be tendered as described
in sub-paragraphs 2.1, 2.2 and 2.3 below. The prices shall be described
using the following notation:-
C1lag is the price applicable between Tendered Capability Breakpoints
Q0 and TQ1lag including TQ1lag
C2lag is the price applicable between Tendered Capability Breakpoints
TQ1lag and TQ2lag including TQ2lag
C3lag is the price applicable between Tendered Capability Breakpoints
TQ2lag and TQ3lag including TQ3lag
C1lead is the price applicable between Tendered Capability Breakpoints
Q0 and TQ1lead including TQ1lead
C2lead is the price applicable between Tendered Capability Breakpoints
TQ1lead and TQ2lead including TQ2lead
C3lead is the price applicable between Tendered Capability Breakpoints
TQ2lead and TQ3lead including TQ3lead
where C shall represent CU, CA or CS, as the case may be.
2.1 Utilisation Prices (CU)
(a) Utilisation prices submitted by Users must be:-
(i) quoted in units of (pound)/Mvarh; and
(ii) no greater than (pound)999.999/Mvarh.
(b) Utilisation prices must increase across the Reactive Power
capability range, for leading or lagging Mvar as the case may
be, such that:-
CU3lead o CU2lead o CU1lead o 0
CU3lag o CU2lag o CU1lago 0
(c) Utilisation payments shall be made for metered Reactive
Power output and shall be calculated in accordance with
Appendix 2.
2.2 Available Capability Prices (CA)
(a) Available capability prices submitted by Users must be:-
(i) quoted in units of (pound)/Mvar/h; and
(ii) no greater than (pound)999.999/Mvarlh.
(b) Available capability prices must increase across the
Reactive Power capability range, for leading or lagging Mvar
as the case may be, such that:-
CA3lead o CA2lead o CA1lead o 0
CA3lag o CA2lag o CA1lag o 0
(c) Available capability payments shall be calculated in
accordance with Appendix 2.
2.3 Synchronised Capability Prices (CS)
(a) Synchronised capability prices submitted by Users must be:-
(i) quoted in units of (pound)/Mvar/h; and
(ii) no greater than (pound)999.999/Mvar/h.
(b) Synchronised capability prices must increase across the
Reactive Power capability range, for leading or lagging Mvar
as the case may be, such that;-
CS3lead o CS2lead o CS1lead o 0
CS3lag o CS2lag o CS1lag o 0
(c) Synchronised capability payments shall be calculated in
accordance with Appendix 2.
3. Indexation
Where a Tender is submitted in respect of a period which exceeds the
minimum 12 month period required by sub-paragraph 5.3(d)(v) of this
Schedule, then the User shall submit one mechanism for calculating
indexation on an annual basis which shall apply to all prices submitted
in the Tender for all subsequent periods of 12 months following the
minimum 12 month period to which the Tender applies. Such mechanism
shall be based on either the Retail Prices Index (as referred to in
paragraph 5 of Appendix 1), a fixed percentage (which may be positive,
zero or negative) or a summation of such Retail Prices Index and such
fixed percentage.
4. Other Technical Information
A User shall submit with a Tender such other technical information as
reasonably directed by NGC in accordance with sub-paragraph 5.3(b)(i)
of this Schedule. Such information may include (without limitation):-
4.1 in relation to a Tender for the Enhanced Reactive Power Service
specified in sub-paragraph 1.3(a) of this Schedule, details of the
capability of the Generating Unit to provide Reactive Power at the
generator stator terminals by reference to the Generator Performance
Chart submitted in accordance with Operating Condition 2.4.2 of the
Grid Code, which capability must represent the true operating
characteristics of that Generating Unit., and
4.2 details of the system voltage range over which the User proposes to
make available from the Generating Unit such Enhanced Reactive Power
Service (and in each case any restrictions thereto); and
4.3 in relation to a Tender for the Enhanced Reactive Power Service
specified in sub-paragraph 1.3(a) of this Schedule, the ambient air
temperature at which such Enhanced Reactive Power Service is specified,
and variations to such Enhanced Reactive Power Service in accordance
with any air temperature range specified by NGC; and
4.4 details, including prices, of any additional services offered as part
of any Enhanced Reactive Power Service (not being the Enhanced Reactive
Power Service specified in sub-paragraph 1.3(a) of this Schedule); and
4.5 any restrictions on NGC selecting part of an Enhanced Reactive Power
Service.
Appendix 6
Qualification and Evaluation Criteria
Section A - Qualification Criteria
1. Without prejudice to the requirements of sub-paragmph 5.3 of this Schedule,
all Tenders must satisfy the following mandatory qualification criteria:-
1.1 in relation to a Tender for provision of the Enhanced Reactive Power
Service specified in subparagraph l.3(a) of this Schedule. the leading
and/or lagging capability (as the case may be) comprised therein, being
the capability in excess of that required under and in accordance with
the Connection Conditions of the Grid Code, must be at least 15 Mvar
leading, and/or 15 Mvar lagging (as the case may be) or (if lower) such
amount of Mvar representing an additional 10% of that required under
and in accordance with the Connection Conditions of the Grid Code (in
each case as measured at the Commercial Boundary); and
1.2 in relation to a Tender for provision of any other Enhanced Reactive
Power Service, the leading and/or laggin capability (as the case may
be) comprised therein must be at least 15 Mvar leading and/or 15 Mvar
lagging (as the case may be) (as measured at the Commercial Boundary);
and
1.3 the tendered capability must be subject to Mvar metering meeting the
requirements of Appendix 4; and
1.4 the tendered capability must be subject to Mvar despatch facilities
reasonably acceptable to NGC, incorporating the ability for NGC to
receive from the Tenderer relevant technical, planning and other data
in NGC's reasonable opinion necessary in connection therewith: and
1.5 the site in question must be the subject of an agreement for connection
to, and/or use of, the NGC Transmission System or (as the case may be)
a Distribution System.
Section B - Evaluation Criteria
The overall economic value of a Tender (and where appropriate any part thereof)
will be assessed by reference to the following criteria (which are not listed in
any order of importance or priority):-
2.1 in relation to a Generating Unit providing the Obligatory Reactive
Power Service, a comparison with the default payment arrangements for
that Generating Unit, including the effect (if any) of the balance of
tendered capability and utilisation prices as a hedge against forecast
costs of that Generating Unit pursuant to the default payment
arrangements;
2.2 the location of the tendered capability and its effectiveness in
providing voltage support for the NGC Transmission System;
2.3 its interaction with other Tenders, in terms (inter alia) of relative
prices and capability tendered and relative effectiveness in providing
voltage support as referred to in sub-paragraph 2.2 above;
2.4 forecast savings (if any) in constraint costs resulting from the
consequential effect on power flows; and
2.5 any forecast benefit or detriment attributable to it in the context of
the investment pi ' g process referred to at paragraph 4 below.
3. Particular factors affecting the value of a Tender (and where
appropriate any part thereof) may include (without limitation) the
following evaluation criteria (which are not listed in any order of
importan ce or priority):-
3.1 the amount of leading and lagging Mvar tendered and the impact (if any)
of any changes in the technical data, the Genset Registered Capacity
and other information submitted to NGC pursuant to the Data
Registration Codes of the Grid Code since the date of submission of the
Tender;
3.2 prices and other terms offered within the Tender;
3.3 the number of months over which capability is tendered;
3.4 forecast Mvarh output, including any revised forecast of Mvarh output
taking into account tendered utilisation prices (for the avoidance of
doubt of the Tender and of all other Tenders pursuant to sub-paragraph
2.3 above);
3.5 in relation to a Generating Unit, forecast MW output and MW
availability;
3.6 the expected availability and quality of capability tendered, in terms
of reliability and dependability for despatch purposes, derived from:-
(i) historical performance (where relevant);
(ii) expected reliability of capability tendered signalled by tendered
prices;
(iii) any programme agreed with NGC for the restoration of capability;
3.7 the availability of suitable monitoring facilities;
3.8 the capability (if any) of a Generating Unit to provide voltage support
services when not providing, Active Power (for example pumped storage
plant operating, in spin-gen mode or when pumping and open cycle gas
turbine plant when declutched and operating in Synchronous Compensation
mode);
3.9 the complexity of the terms offered within the Tender;
3.10 the results of any testing carried out pursuant to sub-paragraph
5.3(e)(ii) of this Schedule and (where applicable) the absence of any
such testing; and
3.11 any other factors enhancing or constraining the capability tendered,
derived (inter alia) from technical and other information made
available to NGC (including without limitation operational and planning
data provided to NGC pursuant to the Grid Code).
4. For the avoidance of doubt, Tenders will be considered in the
investment planning process of NGC's Transmission Business only if, and
to the extent, required to enable NGC to comply with its obligations
under the Act and the Transmission Licence, and in such a case any
consequential benefit or detriment attributable to the Tender will be
taken into account in the tender evaluation process and Tenders will be
evaluated accordingly.
5. For the avoidance of doubt:-
(a) extant voltage support for the NGC Transmission System
whether via contracted services from third parties or assets
owned and/or operated by NGC's Transmission Business: and
(b) forecast Mvarh Demand on the NGC Transmission System and
at Grid Supply Points,
in each case as at the relevant Market Day and as anticipated by NGC at
the subsequent Contract Start Day and throughout the term of the
Tender, will be taken into account in the tender evaluation process and
Tenders will be evaluated accordingly.
Appendix 7
Matters for Review
Matter Date of review
1. The values of X and Y referred to in Appendix 1 in respect 1st
October, 1998 of Settlement Periods from (and including) 1st April,
1999.
2. Applicable principle:
The degree and extent to which a competitive market has been
established in accordance with the provisions of this Schedule (taking
into account, inter alia, the amount of Mvar capability the subject of
Market Agreement and the utilisation thereof).
2. Any payment arrangements formulated by NGC in conjunction 1st
October, 1998 with any relevant User in relation to Non-Centrally
Despatched Generating Units
Applicable principle:
The extent to which it is reasonably practicable to achieve
consistency with the provisions of Appendix 1 or Appendices 2 and 5
(as the case may be).
3. The treatment of Trading Sites for the purposes of 1st October, 1999
metering and calculation of Mvar capability in connection with this
Schedule.
Applicable principle:
Non
4. The indexation factor referred to in Appendix 1 to apply 1st October,
2000 in respect of all periods from (and including) 1st April, 2001
Applicable principles:
Those charging principles set out in Appendix 8
5. (a) The extent of any change in the nature of, or Not
applicable extent of recovery under the Pooling and
Settlement Agreement of, variable costs incurred or to be
incurred by Generating Units providing the Obligatory
Reactive Power Service; and
(b) the extent to which such changes should lead to a change in
the specific costs identified in paragraph 1 of Appendix 8
upon which the totality of payments referred to therein is
based and founded.
Applicable principle:
That, to the extent innovation in the development of the default
payment arrangements or the giving of appropriate economic signals is
not thereby stifled, the specific costs from time to time identified
in paragraph 1 of Appendix 8 (and upon which the totality of payments
referred to therein is based and founded) should continue to comprise
the totality of variable costs (actual or estimated) incurred or to be
incurred in respect of, and aggregated across, all Generating Units
providing the Obligatory Reactive Power Service, provided always that
each of those specific costs from time to time identified shall only
be a variable cost not recovered under the Pooling and Settlement
Agreement which:-
(i) is not being incurred at the date this Schedule
comes into effect; or
(ii) is being incurred at the date this Schedule comes into effect
and as at that date is either identified as a specific cost
in paragraph 1 of Appendix 8 or is being recovered under the
Pooling and Settlement Agreement.
Appendix 8
Charging Principles
In accordance with the relevant provisions of this Schedule, the following
principles are intended to form the basis of the default payment arrangements
for the provision of the Obligatory Reactive Power Service set out in this
Schedule and are intended to be taken into account in any review of the
indexation factor referred to in Appendix 1. However, they are not intended to
stifle innovation in the development of the default payment arrangements or the
giving of appropriate economic signals. It is therefore the Parties' intention
that, upon any change in the nature of, or extent of recovery under the Pooling
and Settlement Agreement of, variable costs (actual or estimated) incurred or to
be incurred by Generating Units providing the Obligatory Reactive Power Service,
the specific costs identified in paragraph I below shall be a matter for review
by the Transmission Users Group as more particularly referred to as item 5 of
Appendix 7.
1 . The totality of payments that would be made pursuant to the default
payment arrangements in the absence of Market Agreements shall be based
and founded upon the following variable costs (actual or estimated)
incurred or to be incurred in respect of, and aggregated across, all
Generation.
Units providing the Obligatory Reactive Power Service:-
1.1 the additional heat losses incurred as a consequence of
producing Reactive Power, measured at the high voltage side of
the generator/transformer terminals, the calculation of such
heat losses to take account of the square law relationship
between the electric current and the additional heat losses
incurred; and
1.2 maintenance costs incurred as a direct result of Reactive
Power output (including a sum in respect of any reduction in
the working, life of generating unit components consequent
upon Reactive Power output).
2. For the avoidance of doubt, and without limitation, the totality of
payments referred to in paragraph 1 above shall not take into account
in respect of any Generating Unit providing the Obligatory Reactive
Power Service the fixed costs incurred in achieving initial compliance
with the relevant provisions of the Grid Code.
3. Further for the avoidance of doubt, the totality of payments referred
to in paragraph I above shall, to the extent affecting the specific
costs therein identified, take due account of any change in or
amendments to, or replacement of, the Pooling and Settlement Agreement,
the Grid Code and any other statutory or regulatory obligation, in each
case coming into force or effect after 1st October, 997 and affecting
the provision of the Obligatory Reactive Power Service.
THE NATIONAL GRID COMPANY plc
BY
.......................................................................
EACH OF THE USERS
BY
.......................................................................
for The National Grid Company plc in exercise of the authority vested in it by
Clause 25.1 of the Master Agreement pursuant to and in accordance with a
determination of the Director General of Electricity Supply dated 30 March 1998
